0001193125-14-190390 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • May 9th, 2014 • Pacific Life Funds • California

This AGREEMENT made effective the 1st day of May, 2014, among Principal Global Investors, LLC, a Delaware limited liability company doing business as Macro Currency Group (“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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AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT II
Expense Limitation Agreement Ii • May 9th, 2014 • Pacific Life Funds

THIS AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT II (the “Amendment”) is made as of April 1, 2014, by and between Pacific Life Funds (the “Trust”), a Delaware statutory trust, on behalf of the Funds of the Trust designated in Schedule A hereto, and Pacific Life Fund Advisors LLC (“Adviser” or “PLFA”), a Delaware limited liability company.

AMENDMENT NO. 3 TO FUND MANAGEMENT AGREEMENT
Fund Management Agreement • May 9th, 2014 • Pacific Life Funds

This AMENDMENT effective as of the 1st day of May 2014, is made to the Fund Management Agreement (the “Agreement”) made the 1st day of July 2009, by and among UBS Global Asset Management (Americas) Inc., a Delaware Corporation (“Fund Manager”), Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and Pacific Life Funds, a Delaware Statutory Trust (the “Trust”). The Agreement is hereby amended as set forth below and in prior amendments (together, the “Amendment”). Capitalized terms not defined herein shall have the meaning given to them in the Agreement.

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