The Fund Management Agreement Sample Contracts

FORM OF AMENDMENT NO. 3 TO THE FUND MANAGEMENT AGREEMENT
The Fund Management Agreement • March 23rd, 2007 • Pacific Life Funds

The Fund Management Agreement (the “Agreement”) first made the 1st day of September, 2001 and amended the 2nd day of August, 2004 , and again on the 9th day of December, 2005 by and among Pacific Life Fund Advisors LLC (the “Investment Adviser”), a Delaware limited liability company, Pacific Investment Management Company LLC (“PIMCO”), a Delaware limited liability company, and Pacific Life Funds, a Delaware statutory trust (“Trust”), is hereby amended a third time to add the provisions set forth below (the “Amendment”), which is made this 1st day of May, 2007. Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.

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PACIFIC FUNDS AMENDMENT TO THE FUND MANAGEMENT AGREEMENT
The Fund Management Agreement • April 26th, 2006 • Pacific Funds

The Fund Management Agreement (the “Agreement”) made the 1st day of May, 2003 by and among Pacific Life Insurance Company (“Investment Adviser”), a Nebraska corporation, Morgan Stanley Investment Management Inc., a Delaware corporation, doing business as Van Kampen (“Manager”), and Pacific Funds, a Delaware statutory trust (the “Fund”), is hereby amended to add the provisions set forth below (together the “Amendment”), which is made this 4th day of October, 2005.

PACIFIC FUNDS AMENDMENT NO. 2 TO THE FUND MANAGEMENT AGREEMENT
The Fund Management Agreement • December 15th, 2005 • Pacific Funds

The Fund Management Agreement (the “Agreement”) the first made the 24th day of September, 2001, and the second made the 5th day of August, 2004, by and among Pacific Life Insurance Company (“Investment Adviser”), a Nebraska corporation, Pacific Investment Management Company LLC (“Fund Manager”), a Delaware limited liability company, and Pacific Funds, a Delaware statutory trust (“Fund”), is hereby amended to add the provisions set forth below (together the “Amendment”), which is made this 9th day of December, 2005.

PACIFIC FUNDS AMENDMENT TO THE FUND MANAGEMENT AGREEMENT
The Fund Management Agreement • June 23rd, 2005 • Pacific Funds

The Fund Management Agreement (the “Agreement”) made the 1st day of July, 2001 by and among Pacific Life Insurance Company (“Investment Adviser”), a California corporation, Salomon Brothers Asset Management Inc., (“Fund Manager”), a Delaware corporation, and Pacific Funds, a Delaware statutory trust (“Trust”), is hereby amended to add the provisions set forth below (together the “Amendment”), which is made this 1st day of July, 2004.

PACIFIC FUNDS AMENDMENT NO. 4 TO THE FUND MANAGEMENT AGREEMENT
The Fund Management Agreement • December 15th, 2005 • Pacific Funds

The Fund Management Agreement (the “Agreement”) made the 26th day of September, 2001, as amended, by and among Pacific Life Insurance Company (“Adviser”), a Nebraska corporation, and Massachusetts Financial Services Company, doing business as MFS Investment Management (“Fund Manager”), a Delaware corporation, and Pacific Funds, a Delaware statutory trust (“Trust”), is hereby amended to add the provisions set forth below (together the “Amendment”), which is made this 7th day of November, 2005.

SECOND AMENDMENT TO THE FUND MANAGEMENT AGREEMENT
The Fund Management Agreement • June 28th, 2010 • Pacific Life Funds

The Fund Management Agreement (the “Agreement”) made the 1st day of May, 2006 and amended on May 1, 2007, by and among Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), AllianceBernstein L.P. (“Fund Manager”), and Pacific Life Funds, a Delaware Statutory Trust (the “Trust”) is hereby amended with the provisions set forth below (together the “Amendment”), which is made this 1st day of January 2010.

PACIFIC FUNDS AMENDMENT NO. 5 TO THE FUND MANAGEMENT AGREEMENT
The Fund Management Agreement • December 28th, 2006 • Pacific Funds

The Fund Management Agreement (the “Agreement”) the first made the 26th day of September, 2001, and as amended thereafter, by and among Pacific Life Insurance Company (“Investment Adviser”), a Nebraska corporation, Massachusetts Financial Services Company (“Fund Manager”), a Delaware corporation, and Pacific Funds, a Delaware statutory trust (“Fund”), is hereby amended to add the provisions set forth below (together the “Amendment”), which is made this 1 day of May, 2006.

PACIFIC FUNDS AMENDMENT NO. 1 TO THE FUND MANAGEMENT AGREEMENT
The Fund Management Agreement • December 28th, 2006 • Pacific Funds

The Fund Management Agreement (the “Agreement”) the first made the 30th day of December, 2003, by and among Pacific Life Insurance Company (“Investment Adviser”), a Nebraska corporation, Goldman Sachs Asset Management, L.P. (“Fund Manager”), a Delaware limited liability partnership organized under the laws of the State of Delaware, and Pacific Funds, a Delaware statutory trust (“Fund”), is hereby amended to add the provisions set forth below (together the “Amendment”), which is made this 22 day of August, 2006.

PACIFIC FUNDS AMENDMENT TO THE FUND MANAGEMENT AGREEMENT
The Fund Management Agreement • June 23rd, 2005 • Pacific Funds

The Fund Management Agreement (the “Agreement”) made the 24th day of September, 2001 by and among Pacific Life Insurance Company (“Investment Adviser”), a California corporation, Pacific Investment Management Company LLC (“Fund Manager”), a Delaware limited liability company, and Pacific Funds, a Delaware statutory trust (“Trust”), is hereby amended to add the provisions set forth below (together the “Amendment”), which is made this 5th day of August, 2004.

PACIFIC FUNDS AMENDMENT TO THE FUND MANAGEMENT AGREEMENT
The Fund Management Agreement • June 23rd, 2005 • Pacific Funds

The Fund Management Agreement (the “Agreement”) made the 3rd day of April, 2002 by and among Pacific Life Insurance Company (“Investment Adviser”), a California corporation, Janus Capital Management LLC (“Fund Manager”), a Delaware limited liability company, and Pacific Funds, a Delaware statutory trust (“Trust”), is hereby amended to add the provisions set forth below (together the “Amendment”), which is made this 22nd day of July, 2004.

PACIFIC FUNDS AMENDMENT NO. 3 TO THE FUND MANAGEMENT AGREEMENT
The Fund Management Agreement • December 28th, 2006 • Pacific Funds

The Fund Management Agreement (the “Agreement”) made the 1st day of May 2003, the first amendment made December 20, 2004, and the second amendment made October 4, 2005, by and among Pacific Life Insurance Company (“Investment Adviser”), a Nebraska corporation, Morgan Stanley Investment Management Inc., a Delaware corporation, doing business as Van Kampen (“Fund Manager”), and Pacific Funds, a Delaware statutory trust (“Fund”), is hereby amended to add the provisions set forth below (together the “Amendment”), which is made this 2nd day of June, 2006.

PACIFIC FUNDS AMENDMENT NO. 3 TO THE FUND MANAGEMENT AGREEMENT
The Fund Management Agreement • June 30th, 2006 • Pacific Funds

The Fund Management Agreement (the “Agreement”) the first made the 3rd day of April, 2002, and the second made the 22nd day of July, 2004, by and among Pacific Life Insurance Company (“Investment Adviser”), a Nebraska corporation, Janus Capital Management LLC (“Fund Manager”), a Delaware limited liability company, and Pacific Funds, a Delaware statutory trust (“Trust”), is hereby amended to add the provisions set forth below (together the “Amendment”), which is made this 30th day of May, 2006.

PACIFIC FUNDS AMENDMENT TO THE FUND MANAGEMENT AGREEMENT
The Fund Management Agreement • April 28th, 2005 • Pacific Funds

The Fund Management Agreement (the “Agreement”) made the 1st day of May, 2003 by and among Pacific Life Insurance Company (“Investment Adviser”), a California corporation, Morgan Stanley Investment Management Inc., a Delaware corporation, doing business as Van Kampen (“Fund Manager”), and Pacific Funds, a Delaware statutory trust (“Trust”), is hereby amended to is hereby amended to revise Exhibit A (the “Amendment”), which is made this 20th day of December, 2004.

PACIFIC FUNDS AMENDMENT TO THE FUND MANAGEMENT AGREEMENT
The Fund Management Agreement • June 23rd, 2005 • Pacific Funds

The Fund Management Agreement (the “Agreement”) made the 1st day of July, 2001 by and among Pacific Life Insurance Company (“Investment Adviser”), a California corporation, A I M Capital Management, Inc. (“Fund Manager”), a Texas corporation, and Pacific Funds, a Delaware statutory trust (“Fund”), is hereby amended to add the provisions set forth below (together the “Amendment”), which is made this 26th day of August, 2004.

SECOND AMENDMENT TO THE FUND MANAGEMENT AGREEMENT
The Fund Management Agreement • April 30th, 2010 • Pacific Life Funds

The Fund Management Agreement (the “Agreement”) made the 1st day of May, 2006 and amended on May 1, 2007, by and among Pacific Life Fund Advisors LLC, a Delaware Limited Liability Company (“Investment Adviser”), AllianceBernstein L.P. (“Fund Manager”), and Pacific Life Funds, a Delaware Statutory Trust (the “Trust”) is hereby amended with the provisions set forth below (together the “Amendment”), which is made this 1st day of January 2010.

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