0001193125-16-661879 Sample Contracts

AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 28th, 2016 • Pacific Funds Series Trust

THIS AMENDMENT effective as of this 22nd day of June, 2016 (the “Amendment”) is made to the Subadvisory Agreement (the “Agreement”) made the 1st day of May 2013, by and among BlackRock Investment Management, LLC, a Delaware limited liability company (“Subadviser”), Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and Pacific Funds Series Trust, a Delaware Statutory Trust (“Trust”). Capitalized terms not defined herein shall have the meaning given to them in the Agreement.

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AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 28th, 2016 • Pacific Funds Series Trust • Delaware

This AMENDMENT made effective the 1st day of July, 2016, to the Subadvisory Agreement made January 1, 2011 (the “Agreement”), by and among J.P. Morgan Investment Management Inc., a Delaware corporation (the “Subadviser”), Pacific Life Fund Advisors LLC, a Delaware limited liability company (the “Investment Adviser”), and Pacific Funds Series Trust, a Delaware Statutory Trust formerly known as Pacific Life Funds (the “Trust”). The Agreement is hereby amended as set forth below (the “Amendment”). Capitalized terms not defined herein shall have the meaning given to them in the Agreement.

NOVATION AGREEMENT
Novation Agreement • July 28th, 2016 • Pacific Funds Series Trust

This Novation Agreement (the “Agreement”) by and among QS Batterymarch Financial Management, Inc., a Maryland Corporation (“QS Batterymarch”), QS Investors, LLC, a Delaware limited liability company (“QS Investors”), Pacific Life Fund Advisors LLC, a Delaware limited liability company (the “Investment Adviser”) and Pacific Funds Series Trust, a Delaware statutory trust (the “Trust”), is effective the 1st day of April, 2016 (the “Effective Date”).

AMENDMENT NO. 4 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 28th, 2016 • Pacific Funds Series Trust

THIS AMENDMENT effective as of this 23rd day of March 2016 (the “Amendment”) is made to the Subadvisory Agreement (the “Agreement”) made the 1st day of May 2010, as amended and as novated, by and among Boston Management and Research, a Massachusetts Business Trust (“Subadviser”), Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and Pacific Funds Series Trust, a Delaware Statutory Trust (“Trust”). Capitalized terms not defined herein shall have the meaning given to them in the Agreement.

AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 28th, 2016 • Pacific Funds Series Trust

THIS AMENDMENT effective as of this 22nd day of June 2016 (the “Amendment”) is made to the Subadvisory Agreement (the “Agreement”) made the 1st day of January, 2013, by and among Scout Investments, Inc., a Missouri Corporation (“Subadviser”), Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and Pacific Funds Series Trust, a Delaware Statutory Trust (“Trust”). Capitalized terms not defined herein shall have the meaning given to them in the Agreement.

AMENDMENT NO. 2 TO FUND MANAGEMENT AGREEMENT
Fund Management Agreement • July 28th, 2016 • Pacific Funds Series Trust

THIS AMENDMENT effective as of this 1st day of July 2016 (the “Amendment”) is made to the Fund Management Agreement (the “Agreement”) made the 1st day of December 2005, as amended, by and among ClearBridge Investments, LLC, a Delaware Limited Liability Company (“Fund Manager”) formerly known as ClearBridge Advisors, LLC, Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and Pacific Funds Series Trust, a Delaware Statutory Trust (“Trust”). Capitalized terms not defined herein shall have the meaning given to them in the Agreement.

AMENDMENT TO ADVISORY FEE WAIVER AGREEMENT PF MID-CAP GROWTH FUND OF PACIFIC FUNDS SERIES TRUST
Advisory Fee Waiver Agreement • July 28th, 2016 • Pacific Funds Series Trust

This AMENDMENT to the Advisory Fee Waiver Agreement, effective as of August 1, 2016 (the “Amendment”), is being entered into by and between Pacific Life Fund Advisors LLC (the “Adviser”) and Pacific Funds Series Trust (the “Trust”), on behalf of the PF Mid-Cap Growth Fund of the Trust (the “Fund”).

AMENDMENT NO. 1 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 28th, 2016 • Pacific Funds Series Trust

THIS AMENDMENT effective as of this 30th day of June 2016 (the “Amendment”) is made to the Subadvisory Agreement (the “Agreement”) made the 1st day of November, 2013, by and among Ivy Investment Management Company, a Delaware Corporation (“Subadviser”), Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), and Pacific Funds Series Trust, a Delaware Statutory Trust (“Trust”). Capitalized terms not defined herein shall have the meaning given to them in the Agreement.

AMENDMENT NO. 3 TO SUBADVISORY AGREEMENT
Subadvisory Agreement • July 28th, 2016 • Pacific Funds Series Trust

This AMENDMENT made effective the 1st day of May 2014, to the Subadvisory Agreement (the “Agreement”) dated July 1, 2010, as previously amended December 7, 2012 and August 1, 2013, and as novated August 1, 2013, by and among Boston Management and Research, a Massachusetts Business Trust (“Subadviser”), 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 (the “Amendment”). Capitalized terms not defined herein shall have the meaning given to them in the Agreement.

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