0001193125-13-478961 Sample Contracts

AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • December 19th, 2013 • Pacific Life Funds • California

AGREEMENT made effective the 1st day of January, 2014, among OppenheimerFunds, Inc., a Colorado corporation (“Subadviser”), Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and Pacific Life Funds, a Delaware Statutory Trust (the “Trust”).

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ADVISORY FEE WAIVER AGREEMENT PL MID-CAP GROWTH FUND OF PACIFIC LIFE FUNDS
Waiver Agreement • December 19th, 2013 • Pacific Life Funds • California

This ADVISORY FEE WAIVER AGREEMENT, by and between Pacific Life Fund Advisors LLC (the “Adviser”) and Pacific Life Funds (the “Trust”), on behalf of the PL Mid-Cap Growth Fund, a series portfolio of the Trust (the “Fund”), is effective as of November 1, 2013.

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