NOVATION AGREEMENT

Exhibit (d)(20)(b)

NOVATION AGREEMENT

     This Novation Agreement (the “Agreement”) by and among Xxxxx Xxxxx Management, a Massachusetts business trust (“Xxxxx Xxxxx”), Boston Management and Research, a Massachusetts business trust (“BMR”), Pacific Life Fund Advisors LLC, a Delaware limited liability company (the “Investment Adviser”) and Pacific Life Funds, a Delaware statutory trust (the “Trust”), is effective the 1st day of August, 2013.

     WHEREAS, the Trust has retained the Investment Adviser to render investment advisory services to the PL Global Absolute Return and PL Floating Rate Loan Funds (the “Funds”), each a series of the Trust, pursuant to an Investment Advisory Agreement dated June 13, 2001, as amended, by and between the Trust and the Investment Adviser and the Investment Advisory Agreement authorizes the Investment Adviser to engage a subadviser to discharge the Investment Adviser’s responsibilities with respect to the investment management of the funds;

     WHEREAS, the Trust and the Investment Adviser have, in turn, retained Xxxxx Xxxxx as subadviser to the Funds pursuant to a Subadvisory Agreement dated July 1, 2010, as amended December 7, 2012, by and among the Investment Adviser, Xxxxx Xxxxx and the Trust (the “Subadvisory Agreement”);

     WHEREAS, the Investment Adviser, Xxxxx Xxxxx and BMR are each registered with the Securities and Exchange Commission as investment advisers under the Investment Advisers Act of 1940, as amended;

     WHEREAS, Xxxxx Xxxxx has proposed that BMR replace Xxxxx Xxxxx as the subadviser to the Funds (the “Transfer”);

     WHEREAS, in connection with the Transfer, Investment Adviser desires to effect a novation of the Subadvisory Agreement so that BMR is substituted for Xxxxx Xxxxx as a party to the Subadvisory Agreement and Xxxxx Xxxxx is released from its obligations under the Subadvisory Agreement (except as may be provided in a separate Guaranty Agreement), and BMR desires to accept the novation thereof; and

     WHEREAS, in reliance upon the information provided by Xxxxx Xxxxx and BMR, the Investment Adviser desires to consent to such novation and the Trust has approved the Transfer.

     NOW, THEREFORE, in consideration of the premises, promises, and mutual covenants and consideration contained in the Subadvisory Agreement and herein, and for other good and valuable consideration paid, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree that the Subadvisory Agreement is hereby amended as follows:

1. Novation and Acceptance. Subject to the terms and conditions contained herein, Xxxxx Xxxxx hereby effects a novation of the Subadvisory Agreement and substitutes BMR for Xxxxx Xxxxx as a party to the Subadvisory Agreement (the “Novation”), and BMR hereby accepts the Novation and hereby releases Xxxxx Xxxxx from all of its duties and obligations under the Subadvisory Agreement, and assumes all rights, duties and obligations of Xxxxx Xxxxx under the Subadvisory Agreement, and the Trust and the Investment Adviser hereby consent to such

Novation and hereby release Xxxxx Xxxxx from all of its duties and obligations under the Subadvisory Agreement; provided, however, that nothing herein shall release Xxxxx Xxxxx from any liabilities arising from conduct prior to the date hereof or any liabilities assumed pursuant to a separate Guaranty Agreement, nor shall BMR be liable to the Trust or the Investment Adviser for any such liabilities.

2. Term. The Novation shall become effective as of the date hereof and shall extend for so long as the terms specified in Section 15 of the Subadvisory Agreement are satisfied or until terminated in accordance with Section 15 of the Subadvisory Agreement.

3. No Termination. The parties agree that the Subadvisory Agreement, as so novated, shall remain in full force and effect after the Novation.

4. Technical Amendment. The parties agree that all references to Xxxxx Xxxxx in the Subadvisory Agreement shall hereby be changed to BMR.

5. Execution in Counterpart. This Agreement may be executed in multiple counterparts and all counterparts so executed will constitute one and the same agreement binding on all of the parties.

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IN WITNESS WHEREOF, the parties hereto have caused this Novation Agreement to be executed as of the day and year first above written.

XXXXX XXXXX MANAGEMENT

By: /s/ Xxxxxxx X. Gemma
Name: Xxxxxxx A Gemma
Title: Vice President

BOSTON MANAGEMENT & RESEARCH

By: /s/ Xxxxxxx X. Gemma
Name: Xxxxxxx A Gemma
Title: Vice President

PACIFIC LIFE FUND ADVISORS LLC

By: /s/ Xxxxxx X. Xxxxxxxx		By: /s/ Xxxxxxx X. XxxXxxxx
Name: Xxxxxx X. Xxxxxxxx		Name: Xxxxxxx X. XxxXxxxx
Title: VP, Fund Advisor Operations		Title: VP & Assistant Secretary

PACIFIC LIFE FUNDS

By: /s/ Xxxxxx X. Xxxxxxxx		By: /s/ Xxxxxxx X. XxxXxxxx
Name: Xxxxxx X. Xxxxxxxx		Name: Xxxxxxx X. XxxXxxxx
Title: Vice President		Title: VP & Assistant Secretary

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