ADVISORY FEE WAIVER AGREEMENT PL LARGE-CAP GROWTH FUND OF PACIFIC LIFE FUNDS

Exhibit (d)(1)(m)

ADVISORY FEE WAIVER AGREEMENT
PL LARGE-CAP GROWTH FUND
OF PACIFIC LIFE FUNDS

          This ADVISORY FEE WAIVER AGREEMENT, by and between Pacific Life Fund Advisors LLC (the “Adviser”) and Pacific Life Funds (the “Trust”), on behalf of the PL Large-Cap Growth Fund, a fund of the Trust (“Fund”) is effective as of October 1, 2009.

          WHEREAS, the Trust is a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company of the series type;

          WHEREAS, the Fund is a fund managed by UBS Global Asset Management (Americas) Inc. (UBS); and

          WHEREAS, the Trust and the Adviser are parties to the Investment Advisory Agreement dated on June 13, 2001 (“Advisory Contract”), pursuant to which the Adviser provides investment advisory services to the Fund for compensation based on the value of the average daily net assets of the Fund;

          NOW THEREFORE, the parties hereto agree as follows:

I. Advisory Fee Waiver

A. Amount of Waiver. During the term of this Agreement, for so long as UBS remains the portfolio manager of the Fund, the Adviser hereby agrees to waive 0.025% off each Break Point of its investment advisory fee for the Fund.

II. Term and Termination of Agreement.

	A.		This agreement shall have an initial term commencing on October 1, 2009 and ending June 30, 2011. This Agreement shall automatically renew for successive one-year terms (each a one-year term) ending June 30th of each year, unless the Adviser provides 30 days written notice of the termination of this Agreement prior to the beginning of the next applicable one-year term.
	B.		Notwithstanding sub-paragraph (A) above, this Agreement shall terminate upon termination of the Advisory Agreement Contract, or it may be terminated by the Trust, without payment of any penalty, upon ninety (90) days’ prior written notice to the Adviser at its principal place of business.

III. Miscellaneous.

	A.		Captions. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any provisions hereof or otherwise affect their construction or effect.
	C.		Definitions. Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment advisory fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Advisory Contract or the 1940 Act, shall have the same meaning as and be resolved by reference to such Advisory Contract or the 1940 Act.
	D.		Choice of Law. This Agreement shall be governed by the law of the State of California, without regard to the conflicts of law provisions thereof.

          IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorize and their respective corporate seals to be hereunto affixed, as of the day and year first above written.

PACIFIC LIFE FUNDS
BY:		/s/ Xxxx Xxx Xxxxx
		Name: Xxxx Xxx Xxxxx
		Title: President
BY:		/s/ Xxxxxx X. Milfs
		Name: Xxxxxx X. Milfs
		Title: Vice President & Secretary
PACIFIC LIFE FUND ADVISORS LLC
BY:		/s/ Xxxx Xxx Xxxxx
		Name: Xxxx Xxx Xxxxx
		Title: Senior Vice President
BY:		/s/ Xxxxxx X. Milfs
		Name: Xxxxxx X. Milfs
		Title: Vice President & Secretary