AMENDMENT NO. 1 TO THE SUBADVISORY AGREEMENT PACIFIC LIFE FUNDS

Exhibit (d)(21)(a)

AMENDMENT NO. 1 TO THE SUBADVISORY AGREEMENT
PACIFIC LIFE FUNDS

     THIS AMENDMENT made as of this 1^st day of January, 2011 by and among Pacific Life Fund Advisors LLC (“Adviser”), a Delaware limited liability company, Invesco Advisers, Inc., a Delaware corporation (“Subadviser”), and Pacific Life Funds, a Delaware Statutory Trust (the “Trust”).

     WHEREAS, Adviser, Subadviser and the Trust are parties to that certain Subadvisory Agreement effective June 1, 2010 (the “Agreement”) pursuant to which Subadviser furnishes investment advisory services for the series of the Trust listed in the Agreement;

     WHEREAS, the parties mutually desire to amend the Agreement as set forth herein;

     NOW, THEREFORE, in consideration of the premises, the promises, and the mutual covenants contained in the Agreement and the good and fair consideration paid in connection with that Agreement, the parties mutually agree that the Agreement is hereby amended as follows:

	1.		The Fee Schedule of the Agreement is hereby deleted and the replacement Fee Schedule attached hereto and made a part hereof, is hereby substituted in lieu thereof and made effective January 1, 2011.
	2.		Except as herein above modified, all other terms and provisions of the Agreement shall be and remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and year provided above for the Amendment.

PACIFIC LIFE FUND ADVISORS LLC
By:		/s/ Xxxxxx X. Xxxxxxxx				By:		/s/ Xxxx X. Xxxx
Name:		Xxxxxx X. Xxxxxxxx				Name:		Xxxx X. Xxxx
Title:		VP, Fund Advisor Operations				Title:		Secretary
INVESCO ADVISERS, INC.
By:		/s/ Xxxx X. Xxxxxxxx
Name:		Xxxx X. Xxxxxxxx
Title:		Chief Compliance Officer and Senior Vice President

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Pacific Life Funds Amendment No. 1 to the Subadvisory Agreement with Invesco

PACIFIC LIFE FUNDS
By:		/s/ Xxxxxx X. Xxxxxxxx				By:		/s/ Xxxx X. Xxxx
Name:		Xxxxxx X. Xxxxxxxx				Name:		Xxxx X. Xxxx
Title:		Vice President				Title:		Secretary

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Pacific Life Funds Amendment No. 1 to the Subadvisory Agreement with Invesco

Exhibit A

PACIFIC LIFE FUNDS
FEE SCHEDULE

Effective: January 1, 2011

Portfolio: XX Xxxxxxxx Fund

The Adviser will pay to the Subadviser a monthly fee based on an annual percentage of the average daily net assets of the XX Xxxxxxxx Fund according to the following:

(a)
		0.35% on first $1 billion of Combined Assets as defined below,
		0.285% on the access
		Multiplied by
(b)		The ratio of the XX Xxxxxxxx Fund’s average daily net assets over the Combined Assets of the XX Xxxxxxxx Fund and the Xxxxxxxx Portfolio of Pacific Select Fund.

For purposes of the above calculation, “Combined Assets” means the sum of the average daily net assets of the XX Xxxxxxxx Fund of the Pacific Life Funds and the average daily net assets of the Xxxxxxxx Portfolio of the Pacific Select Fund.

Fees for services shall be prorated for any portion of a year in which the Agreement is not effective.