PACIFIC LIFE FUNDS AMENDMENT TO THE FUND MANAGEMENT AGREEMENT

Exhibit (d)(10)(f)

PACIFIC LIFE FUNDS
AMENDMENT TO THE FUND MANAGEMENT AGREEMENT

          Reference is made to the Fund Management Agreement (the “Agreement”) made the 1^st day of May 2003, as amended, by and among Pacific Life Fund Advisors LLC (“Investment Adviser”), a Delaware limited liability company, Xxxxxx Xxxxxxx Investment Management Inc. (“Xxxxxx Xxxxxxx”), a Delaware corporation, doing business as Xxx Xxxxxx (“Fund Manager”), and Pacific Life Funds, a Delaware statutory trust (“Trust”). The Agreement is hereby amended to add the provisions set forth below (together the “Amendment”), which is made effective on the closing date of the Transaction, as such term is defined below (“Effective Date”).

RECITALS

          The Fund Manager is currently the subadviser to the PL Real Estate Fund, XX Xxxxxxxx Fund and the PL Mid-Cap Growth Fund of the Trust (collectively, the “Funds”). Xxxxxx Xxxxxxx, has entered into a transaction pursuant to which Xxxxxx Xxxxxxx’x Xxx Xxxxxx asset management business, including portions of the Fund Manager’s related businesses, will be sold to INVESCO Ltd. (the “Transaction”). Pursuant to the Transaction, the investment team responsible for the XX Xxxxxxxx Fund will be transferred to INVESCO Ltd. The investment teams responsible for the PL Real Estate and PL Mid-Cap Growth Funds will remain at Xxxxxx Xxxxxxx, which will no longer do business under the Xxx Xxxxxx name, and Xxxxxx Xxxxxxx will continue to serve as Fund Manager to the PL Real Estate and PL Mid-Cap Funds pursuant to the Agreement.

          The above referenced transaction will not result in a change of actual control or management of Xxxxxx Xxxxxxx Investment Management Inc.

          NOW, THEREFORE, in consideration of the premises:

	1.		All references in the Agreement to “Xxxxxx Xxxxxxx Investment Management Inc., doing business as Xxx Xxxxxx” and “Xxx Xxxxxx” are hereby changed to “Xxxxxx Xxxxxxx Investment Management Inc.”;
	2.		The Exhibit A attached to this Amendment hereby replaces the current Exhibit A to the Agreement; and
	3.		All terms and conditions set forth in the Agreement are hereby confirmed and remain in full force and effect.

          IN WHITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers.

Xxxxxx Xxxxxxx Investment Management Inc.
By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Managing Director

Accepted and Agreed:

Pacific Life Fund Advisors LLC
By:	/s/ Xxxxxx X. Xxxxxxxx			By:	/s/ Xxxxxx X. Milfs
	Name:	Xxxxxx X. Xxxxxxxx			Name:	Xxxxxx X. Milfs
	Title:	VP, Fund Advisor Operations			Title:	Vice President & Secretary
Pacific Life Funds
By:	/s/ Xxxxxx X. Xxxxxxxx			By:	/s/ Xxxxxx X. Milfs
	Name:	Xxxxxx X. Xxxxxxxx			Name:	Xxxxxx X. Milfs
	Title:	Vice President			Title:	Vice President & Secretary

Exhibit A

PACIFIC LIFE FUNDS
FEE SCHEDULE

Effective: On the Effective Date, as defined herein

Fund: PL Real Estate Fund

          The Investment Adviser will pay to the Fund Manager a monthly fee based on the combined average daily net assets of the Funds at an annual rate equal to:

(a)		0.35% on the first $2 billion of the Combined Assets as defined below, 0.32% on the next $1 billion of the Combined Assets, plus 0.30% on Combined Assets above $3 billion;
		multiplied by
(b)		the ratio of the PL Real Estate Fund’s average daily net assets over the Combined Assets.

Fund: PL Mid-Cap Growth Fund

          The Investment Adviser will pay to the Fund Manager a monthly fee based on the combined average daily net assets of the Funds at an annual rate equal to:

(a)		0.35% on the first $2 billion of the Combined Assets as defined below, 0.32% on the next $1 billion of the Combined Assets, plus 0.30% on Combined Assets above $3 billion;
		multiplied by
(b)		the ratio of the PL Mid-Cap Growth Fund’s average daily net assets over the Combined Assets.

All Funds: For purposes of the above calculations, “Combined Assets” means the sum of: (i) the average daily net assets of the PL Real Estate and PL Mid-Cap Growth Funds of Pacific Life Funds managed by the Fund Manager pursuant to this Agreement, and (ii) the average daily net assets of the Real Estate and the Mid-Cap Growth Portfolios of Pacific Select Fund managed by the Fund Manager pursuant to a Portfolio Management Agreement between the Investment Adviser, the Fund Manager and Pacific Select Fund, dated May 1, 2003, as amended.

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