AMENDMENT NO. 14 TO TRANSFER AGENCY SERVICES AGREEMENT

Exhibit (h)(1)(s)

AMENDMENT NO. 14
TO
TRANSFER AGENCY SERVICES AGREEMENT

This Amendment No. 14 to Transfer Agency Services Agreement, dated December 7, 2012 (“Amendment No. 14”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”), Pacific Life Insurance Company (“Pacific Life”) and Pacific Life Funds (“Fund”).

Background

A.

BNYM, under a former name, PFPC Inc., Pacific Life and the Fund previously entered into a Transfer Agency Services Agreement dated as of August 1, 2001 and various amendments thereto (the Transfer Agency Services Agreement together with such amendments are referred to herein as the “Amended Agreement”). The parties agree to amend the Amended Agreement as set forth in this Amendment No. 14.

Terms

In consideration of the mutual covenants contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties intending to be legally bound agree as set forth above and as follows:

1. Modifications to Amended Agreement. The Amended Agreement is amended as follows:

	(a)		The Exhibit A shall be deleted and replaced in its entirety with the Exhibit A attached to the Amendment dated December 7, 2012.
	(b)		The Exhibit F shall be deleted and replaced in its entirety with the Exhibit F attached to the Amendment dated December 7, 2012.

2. Remainder of Amended Agreement. Except as explicitly amended by this Amendment No. 14, the terms and provisions of the Amended Agreement are hereby ratified, declared and remain in full force and effect.

3. Governing Law. The governing law of the Amended Agreement shall be the governing law of this Amendment No. 14.

4. Entire Agreement. This Amendment No. 14 constitutes the final, complete, exclusive and fully integrated record of the agreement of the parties with respect to the subject matter herein and the amendment of the Amended Agreement with respect to such subject matter, and supersedes all prior and contemporaneous proposals, agreements, contracts, representations and understandings, whether written, oral or electronic, between the parties with respect to the same subject matter.

5. Facsimile Signatures; Counterparts. This Amendment No. 14 may be executed in one more counterparts; such execution of counterparts may occur by manual signature, facsimile signature, manual signature transmitted by means of facsimile transmission or manual signature contained in an imaged document attached to an email transmission; and each such counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same

instrument. The exchange of executed copies of this Amendment No. 14 or of executed signature pages to this Amendment No. 14 by facsimile transmission or as an imaged document attached to an email transmission shall constitute effective execution and delivery hereof and may be used for all purposes in lieu of a manually executed copy of this Amendment No. 14.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 14 to be executed by their duly authorized officers as of the day and year first written above.

BNY Mellon Investment Servicing (US) Inc.

By: Name:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇   ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:		Vice President

Pacific Life Insurance Company

By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇				By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇				Name:		▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:		VP, Fund Advisor Operations				Title:		Assistant Secretary
Pacific Life Funds
By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇				By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇				Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:		Vice President				Title:		VP & Assistant Secretary

EXHIBIT A

      THIS EXHIBIT A, amended and restated effective as of December 7, 2012, is Exhibit A to that certain Transfer Agency Services Agreement dated as of August 1, 2001 by and among BNY Mellon Investment Servicing (US) Inc., Pacific Life Insurance Company and Pacific Life Funds.

PORTFOLIOS

PL Portfolio Optimization Conservative Fund

PL Portfolio Optimization Moderate-Conservative Fund

PL Portfolio Optimization Moderate Fund

PL Portfolio Optimization Moderate-Aggressive Fund

PL Portfolio Optimization Aggressive Fund

PL Money Market Fund

PL International Value Fund

PL Short Duration Bond Fund

PL Growth LT Fund

PL Mid-Cap Equity Fund

PL Large-Cap Growth Fund

PL International Large-Cap Fund

PL Small-Cap Value Fund

PL Main Street Core Fund

PL Emerging Markets Fund

PL Managed Bond Fund

PL Inflation Managed Fund

PL Large-Cap Value Fund

▇▇ ▇▇▇▇▇▇▇▇ Fund

PL Mid-Cap Growth Fund

PL Small-Cap Growth Fund

▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇

▇▇ Floating Rate Loan Fund

PL Income Fund

PL Floating Rate Income Fund

PL High Income Fund

PL Short Duration Income Fund

PL Strategic Income Fund

PL Emerging Markets Debt Fund

PL Precious Metals Fund

PL Currency Strategies Fund

PL Global Absolute Return Fund

PL Alternative Strategies Fund*

EXHIBIT F

Name		Date
Transfer Agency Services Amendment — Exhibit A		12/31/2001
Anti-Money Laundering and Privacy Amendment		7/24/2002
Amendment Number 1 To The Transfer Agency Services Agreement		7/31/2002
Transfer Agency Services Amendment — Exhibit A		12/31/2002
Amendment To The Transfer Agency Services Agreement		1/1/2003
Amendment To The Transfer Agency Services Agreement		10/1/2003
Customer Identification Services Agreement		10/1/2003
Amendment To Transfer Agency Services Agreement		1/1/2007
Transfer Agency Services Amendment — Exhibit A		7/1/2007
Revised Exhibit A to the Transfer Agency Services Agreement		7/1/2008
Red Flag Services Amendment		5/1/2009
Amendment No. 12 to Transfer Agency Services Agreement		12/31/2009
Amendment No. 13 to Transfer Agency Services Agreement		12/6/2010
Amended and Restated Exhibit A to the Transfer Agency Services Agreement		6/30/2011
Amended and Restated Exhibit A to the Transfer Agency Services Agreement		7/1/2012
Amendment No. 14 to the Transfer Agency Services Agreement		12/7/2012