Pacific Funds Floating Rate Income - Class I (PLFRX) N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number     811-10385                

                                 Pacific Life Funds                                

(Exact name of registrant as specified in charter)

700 Newport Center Drive, P.O. Box 7500

                                 Newport Beach,  CA 92660                                

(Address of principal executive offices) (Zip code)

Robin S. Yonis

Vice President and General Counsel of Pacific Life Funds

700 Newport Center Drive, P.O. Box 9000

                                         Newport Beach,  CA 92660                                        

(Name and address of agent for service)

Copies to:

Anthony H. Zacharski, Esq.

Dechert LLP

90 State House Square

Hartford, CT 06103

Registrant’s telephone number, including area code:         949-219-6767

Date of fiscal year end:  March 31

Date of reporting period:  September 30, 2013

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Reports to Stockholders.

The following is a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1).

PACIFIC LIFE FUNDS

SEMI-ANNUAL REPORT

AS OF SEPTEMBER 30, 2013

TABLE OF CONTENTS
Schedules of Investments	A-1
Financial Statements:
Statements of Assets and Liabilities	B-1
Statements of Operations	B-4
Statements of Changes in Net Assets	B-7
Financial Highlights	B-12
Notes to Financial Statements	C-1
Disclosure of Fund Expenses	D-1
Approval of Investment Advisory Agreement and Fund Management Agreements	D-3
Where to Go for More Information	D-6

PACIFIC LIFE FUNDS

PL PORTFOLIO OPTIMIZATION CONSERVATIVE FUND

Schedule of Investments

September 30, 2013 (Unaudited)

PACIFIC LIFE FUNDS

PL PORTFOLIO OPTIMIZATION MODERATE-CONSERVATIVE FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Shares		Value
AFFILIATED MUTUAL FUNDS - 100.1%
PL Floating Rate Loan Fund ‘P’		3,051,345		$31,672,965
PL Inflation Managed Fund ‘P’		5,122,449		46,255,719
PL Managed Bond Fund ‘P’		15,633,334		170,090,675
PL Short Duration Bond Fund ‘P’		7,263,429		73,360,635
PL Emerging Markets Debt Fund ‘P’		2,924,935		29,015,352
PL Comstock Fund ‘P’		1,258,653		19,836,370
PL Growth Fund ‘P’		290,532		4,584,592
PL Large-Cap Growth Fund ‘P’		926,423		10,848,411
PL Large-Cap Value Fund ‘P’		1,573,274		23,740,708
PL Main Street Core Fund ‘P’		583,291		7,821,937
PL Mid-Cap Equity Fund ‘P’		682,971		8,421,036
PL Mid-Cap Growth Fund ‘P’		528,571		5,296,285
PL International Large-Cap Fund ‘P’		673,090		12,041,573
PL International Value Fund ‘P’		740,614		7,554,263
PL Currency Strategies Fund ‘P’ *		1,356,547		13,850,340
PL Global Absolute Return Fund ‘P’		2,862,804		27,855,087
PL Precious Metals Fund ‘P’		652,733		3,975,146
Total Affiliated Mutual Funds (Cost $463,681,766)				496,221,094
TOTAL INVESTMENTS - 100.1% (Cost $463,681,766)				496,221,094
OTHER ASSETS & LIABILITIES, NET - (0.1%)				(736,885	)
NET ASSETS - 100.0%				$495,484,209

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Affiliated Fixed Income Funds	79.1%
Affiliated Equity Funds	21.0%
	100.1%
Other Assets & Liabilities, Net	(0.1%	)
	100.0%

	Shares		Value
AFFILIATED MUTUAL FUNDS - 100.0%
PL Floating Rate Loan Fund ‘P’		3,158,374		$32,783,919
PL Inflation Managed Fund ‘P’		4,606,723		41,598,711
PL Managed Bond Fund ‘P’		10,856,110		118,114,475
PL Short Duration Bond Fund ‘P’		5,862,472		59,210,971
PL Emerging Markets Debt Fund ‘P’		2,181,521		21,640,690
PL Comstock Fund ‘P’		2,053,506		32,363,250
PL Growth Fund ‘P’		538,389		8,495,781
PL Large-Cap Growth Fund ‘P’		1,682,937		19,707,193
PL Large-Cap Value Fund ‘P’		2,829,019		42,689,889
PL Main Street Core Fund ‘P’		2,073,043		27,799,508
PL Mid-Cap Equity Fund ‘P’		915,139		11,283,661
PL Mid-Cap Growth Fund ‘P’		666,829		6,681,624
PL Small-Cap Growth Fund ‘P’ *		492,096		7,479,865
PL Small-Cap Value Fund ‘P’		417,616		5,500,004
PL Emerging Markets Fund ‘P’		691,188		10,277,968
PL International Large-Cap Fund ‘P’		1,267,846		22,681,767
PL International Value Fund ‘P’		1,619,217		16,516,016
PL Currency Strategies Fund ‘P’ *		1,478,108		15,091,487
PL Global Absolute Return Fund ‘P’		3,128,554		30,440,833
PL Precious Metals Fund ‘P’		1,766,535		10,758,200
Total Affiliated Mutual Funds (Cost $481,491,262)				541,115,812
TOTAL INVESTMENTS - 100.0% (Cost $481,491,262)				541,115,812
OTHER ASSETS & LIABILITIES, NET - (0.0%)				(60,872	)
NET ASSETS - 100.0%				$541,054,940

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Affiliated Fixed Income Funds	58.9%
Affiliated Equity Funds	41.1%
	100.0%
Other Assets & Liabilities, Net	(0.0%	)
	100.0%

(b) Fair Value Measurements

The following is a summary of the funds’ investments as categorized under the three-tier hierarchy of inputs used in valuing the funds’ assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
PL Portfolio Optimization Conservative Fund
Assets	Affiliated Mutual Funds		$496,221,094		$496,221,094		$—		$—
PL Portfolio Optimization Moderate-Conservative Fund
Assets	Affiliated Mutual Funds		$541,115,812		$541,115,812		$—		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-1

PACIFIC LIFE FUNDS

PL PORTFOLIO OPTIMIZATION MODERATE FUND

Schedule of Investments

September 30, 2013 (Unaudited)

PACIFIC LIFE FUNDS

PL PORTFOLIO OPTIMIZATION MODERATE-AGGRESSIVE FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Shares		Value
AFFILIATED MUTUAL FUNDS - 100.0%
PL Floating Rate Loan Fund ‘P’		5,100,174		$52,939,803
PL Inflation Managed Fund ‘P’		6,715,084		60,637,209
PL Managed Bond Fund ‘P’		19,772,353		215,123,204
PL Short Duration Bond Fund ‘P’		8,320,594		84,037,995
PL Emerging Markets Debt Fund ‘P’		4,787,006		47,487,103
PL Comstock Fund ‘P’		7,203,123		113,521,226
PL Growth Fund ‘P’		2,016,744		31,824,214
PL Large-Cap Growth Fund ‘P’		5,280,080		61,829,734
PL Large-Cap Value Fund ‘P’		9,263,444		139,785,368
PL Main Street Core Fund ‘P’		6,714,108		90,036,189
PL Mid-Cap Equity Fund ‘P’		4,609,551		56,835,767
PL Mid-Cap Growth Fund ‘P’		2,866,751		28,724,845
PL Small-Cap Growth Fund ‘P’ *		1,168,084		17,754,870
PL Small-Cap Value Fund ‘P’		3,773,693		49,699,535
PL Real Estate Fund ‘P’		1,960,485		25,819,591
PL Emerging Markets Fund ‘P’		3,865,984		57,487,181
PL International Large-Cap Fund ‘P’		5,188,318		92,819,012
PL International Value Fund ‘P’		6,444,209		65,730,937
PL Currency Strategies Fund ‘P’ *		5,075,168		51,817,460
PL Global Absolute Return Fund ‘P’		6,805,717		66,219,626
PL Precious Metals Fund ‘P’		4,838,796		29,468,266
Total Affiliated Mutual Funds (Cost $1,215,215,436)				1,439,599,135
TOTAL INVESTMENTS - 100.0% (Cost $1,215,215,436)				1,439,599,135
OTHER ASSETS & LIABILITIES, NET - 0.0%				505,409
NET ASSETS - 100.0%				$1,440,104,544

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Affiliated Equity Funds	59.8%
Affiliated Fixed Income Funds	40.2%
	100.0%
Other Assets & Liabilities, Net	0.0%
	100.0%

	Shares		Value
AFFILIATED MUTUAL FUNDS - 100.0%
PL Inflation Managed Fund ‘P’		2,407,951		$21,743,793
PL Managed Bond Fund ‘P’		7,305,836		79,487,500
PL Short Duration Bond Fund ‘P’		1,366,852		13,805,200
PL Emerging Markets Debt Fund ‘P’		1,385,815		13,747,290
PL Comstock Fund ‘P’		5,478,401		86,339,599
PL Growth Fund ‘P’		1,462,794		23,082,883
PL Large-Cap Growth Fund ‘P’		4,343,971		50,867,900
PL Large-Cap Value Fund ‘P’		7,052,917		106,428,519
PL Main Street Core Fund ‘P’		6,120,711		82,078,741
PL Mid-Cap Equity Fund ‘P’		4,746,915		58,529,467
PL Mid-Cap Growth Fund ‘P’		2,704,387		27,097,961
PL Small-Cap Growth Fund ‘P’ *		1,320,875		20,077,294
PL Small-Cap Value Fund ‘P’		4,379,690		57,680,523
PL Real Estate Fund ‘P’		1,930,719		25,427,576
PL Emerging Markets Fund ‘P’		3,576,820		53,187,311
PL International Large-Cap Fund ‘P’		4,310,640		77,117,345
PL International Value Fund ‘P’		6,236,185		63,609,084
PL Currency Strategies Fund ‘P’ *		3,273,813		33,425,630
PL Global Absolute Return Fund ‘P’		4,534,235		44,118,101
PL Precious Metals Fund ‘P’		4,397,130		26,778,524
Total Affiliated Mutual Funds (Cost $768,047,169)				964,630,241
TOTAL INVESTMENTS - 100.0% (Cost $768,047,169)				964,630,241
OTHER ASSETS & LIABILITIES, NET - 0.0%				170,113
NET ASSETS - 100.0%				$964,800,354

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Affiliated Equity Funds	78.6%
Affiliated Fixed Income Funds	21.4%
	100.0%
Other Assets & Liabilities, Net	0.0%
	100.0%

(b) Fair Value Measurements

The following is a summary of the funds’ investments as categorized under the three-tier hierarchy of inputs used in valuing the funds’ assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
PL Portfolio Optimization Moderate Fund
Assets	Affiliated Mutual Funds		$1,439,599,135		$1,439,599,135		$—		$—
PL Portfolio Optimization Moderate-Aggressive Fund
Assets	Affiliated Mutual Funds		$964,630,241		$964,630,241		$—		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-2

PACIFIC LIFE FUNDS

PL PORTFOLIO OPTIMIZATION AGGRESSIVE FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Shares		Value
AFFILIATED MUTUAL FUNDS - 100.0%
PL Managed Bond Fund ‘P’		695,087		$7,562,550
PL Comstock Fund ‘P’		1,618,127		25,501,681
PL Growth Fund ‘P’		549,583		8,672,411
PL Large-Cap Growth Fund ‘P’		1,356,213		15,881,256
PL Large-Cap Value Fund ‘P’		2,050,495		30,941,966
PL Main Street Core Fund ‘P’		1,826,026		24,487,002
PL Mid-Cap Equity Fund ‘P’		1,499,979		18,494,739
PL Mid-Cap Growth Fund ‘P’		1,108,772		11,109,892
PL Small-Cap Growth Fund ‘P’ *		813,572		12,366,293
PL Small-Cap Value Fund ‘P’		1,695,306		22,327,186
PL Real Estate Fund ‘P’		755,400		9,948,623
PL Emerging Markets Fund ‘P’		1,176,108		17,488,730
PL International Large-Cap Fund ‘P’		1,352,144		24,189,857
PL International Value Fund ‘P’		1,849,965		18,869,640
PL Currency Strategies Fund ‘P’ *		951,700		9,716,860
PL Global Absolute Return Fund ‘P’		1,294,034		12,590,955
PL Precious Metals Fund ‘P’		1,577,333		9,605,957
Total Affiliated Mutual Funds (Cost $203,959,809)				279,755,598
TOTAL INVESTMENTS - 100.0% (Cost $203,959,809)				279,755,598
OTHER ASSETS & LIABILITIES, NET - 0.0%				62,470
NET ASSETS - 100.0%				$279,818,068

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Affiliated Equity Funds	89.3%
Affiliated Fixed Income Funds	10.7%
	100.0%
Other Assets & Liabilities, Net	0.0%
	100.0%

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Affiliated Mutual Funds		$279,755,598		$279,755,598		$—		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-3

PACIFIC LIFE FUNDS

PL SHORT DURATION INCOME FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Principal Amount		Value
CORPORATE BONDS & NOTES - 75.3%
Consumer Discretionary - 10.1%
D.R. Horton Inc 3.625% due 02/15/18		$750,000		$741,561
DIRECTV Holdings LLC 3.125% due 02/15/16		750,000		775,901
DISH DBS Corp
4.250% due 04/01/18		250,000		251,561
4.625% due 07/15/17		200,000		205,500
General Motors Co 3.500% due 10/02/18 ~		500,000		501,250
Kia Motors Corp (South Korea) 3.625% due 06/14/16 ~		1,000,000		1,045,908
NBCUniversal Enterprise Inc 0.953% due 04/15/18 ~ §		1,250,000		1,257,332
Viacom Inc 2.500% due 12/15/16		750,000		769,289
Virgin Media Secured Finance PLC (United Kingdom) 6.500% due 01/15/18		250,000		260,938
Wyndham Worldwide Corp 2.500% due 03/01/18		750,000		743,492
				6,552,732
Consumer Staples - 0.4%
Sun Merger Sub Inc 5.250% due 08/01/18 ~		250,000		256,875
Energy - 7.5%
Harvest Operations Corp (Canada) 2.125% due 05/14/18 ~		500,000		486,333
Korea National Oil Corp (South Korea) 3.125% due 04/03/17 ~		250,000		257,653
Nabors Industries Inc 2.350% due 09/15/16 ~		750,000		758,752
ONEOK Partners LP 3.200% due 09/15/18		500,000		510,114
Petrobras Global Finance BV (Netherlands) 3.000% due 01/15/19		1,000,000		943,141
Pioneer Natural Resources Co 5.875% due 07/15/16		350,000		390,149
Spectra Energy Partners LP 2.950% due 09/25/18		500,000		508,927
Transocean Inc (Cayman) 2.500% due 10/15/17		500,000		501,914
Whiting Petroleum Corp 5.000% due 03/15/19		500,000		502,500
				4,859,483
Financials - 31.1%
Ally Financial Inc 4.750% due 09/10/18		500,000		498,413
American International Group Inc 2.375% due 08/24/15		1,000,000		1,022,366
Bank of America Corp 1.320% due 03/22/18 §		500,000		502,098
Bank of America NA 5.300% due 03/15/17		1,000,000		1,103,148
Berkshire Hathaway Inc 1.550% due 02/09/18		500,000		495,831
Capital One Financial Corp 2.150% due 03/23/15		750,000		762,399
Citigroup Inc 1.250% due 01/15/16		1,000,000		999,976
Commonwealth Bank of Australia (Australia) 1.950% due 03/16/15		250,000		254,963

	Principal Amount		Value
Daimler Finance North America LLC 1.650% due 04/10/15 ~		$1,000,000		$1,009,691
Export-Import Bank of Korea (South Korea) 1.250% due 11/20/15		500,000		501,661
Ford Motor Credit Co LLC 3.000% due 06/12/17		1,000,000		1,028,925
General Electric Capital Corp 0.959% due 04/02/18 §		1,000,000		1,006,840
General Motors Financial Co Inc 3.250% due 05/15/18 ~		500,000		487,500
ING US Inc 2.900% due 02/15/18		1,000,000		1,005,303
JPMorgan Chase & Co 1.100% due 10/15/15		1,000,000		1,002,496
Metropolitan Life Global Funding I 1.500% due 01/10/18 ~		750,000		737,451
Morgan Stanley
1.750% due 02/25/16		1,000,000		1,005,598
2.125% due 04/25/18		500,000		487,952
PNC Bank NA 1.300% due 10/03/16		750,000		753,410
SLM Corp 3.875% due 09/10/15		500,000		512,500
The Bank of Tokyo-Mitsubishi UFJ Ltd (Japan) 1.550% due 09/09/16 ~		1,000,000		1,007,040
The Goldman Sachs Group Inc 1.600% due 11/23/15		1,000,000		1,007,873
The Huntington National Bank 1.350% due 08/02/16		500,000		500,124
The Korea Development Bank (South Korea) 1.000% due 01/22/16		500,000		494,194
Union Bank NA 1.500% due 09/26/16		1,000,000		1,005,931
Ventas Realty LP 1.550% due 09/26/16		1,000,000		1,002,299
				20,195,982
Health Care - 2.1%
Mylan Inc 1.800% due 06/24/16 ~		1,000,000		1,005,014
Valeant Pharmaceuticals International 6.750% due 08/15/18 ~		350,000		376,250
				1,381,264
Industrials - 8.6%
Air Lease Corp 5.625% due 04/01/17		1,500,000		1,605,000
British Airways PLC (United Kingdom) 5.625% due 12/20/21 ~		450,000		462,375
Delta Air Lines Pass-Through Trust ‘A’ 4.750% due 11/07/21		964,292		1,012,507
ERAC USA Finance LLC 1.400% due 04/15/16 ~		500,000		498,133
International Lease Finance Corp
3.875% due 04/15/18		250,000		242,031
5.650% due 06/01/14		250,000		256,563
Penske Truck Leasing Co LP 2.500% due 03/15/16 ~		1,000,000		1,019,334
United Continental Holdings Inc 6.375% due 06/01/18		250,000		255,625
United Rentals North America Inc 5.750% due 07/15/18		250,000		263,750
				5,615,318
Information Technology - 1.6%
Arrow Electronics Inc 3.000% due 03/01/18		1,000,000		1,009,899

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-4

PACIFIC LIFE FUNDS

PL SHORT DURATION INCOME FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Materials - 7.2%
Alphabet Holding Co Inc 7.750% PIK due 11/01/17		$200,000		$206,500
ArcelorMittal (Luxembourg) 4.250% due 02/25/15		850,000		873,375
Barrick Gold Corp (Canada) 2.500% due 05/01/18		500,000		477,383
Cliffs Natural Resources Inc 3.950% due 01/15/18		500,000		502,725
FMG Resources Property Ltd (Australia) 6.000% due 04/01/17 ~		500,000		515,000
Freeport-McMoRan Copper & Gold Inc 1.400% due 02/13/15		1,000,000		1,003,016
Glencore Funding LLC 2.500% due 01/15/19 ~		1,000,000		938,741
INEOS Group Holdings SA (Luxembourg) 6.125% due 08/15/18 ~		200,000		196,000
				4,712,740
Telecommunication Services - 4.4%
America Movil SAB de CV (Mexico) 1.256% due 09/12/16 §		1,000,000		1,000,724
Intelsat Jackson Holdings SA (Luxembourg) 7.250% due 10/15/20		250,000		268,125
Verizon Communications Inc
2.002% due 09/14/18 §		1,000,000		1,052,750
2.500% due 09/15/16		500,000		515,827
				2,837,426
Utilities - 2.3%
Duke Energy Corp 1.625% due 08/15/17		500,000		498,604
The Dayton Power & Light Co 1.875% due 09/15/16 ~		1,000,000		1,008,732
				1,507,336
Total Corporate Bonds & Notes (Cost $48,859,714)				48,929,055
SENIOR LOAN NOTES - 20.3%
Consumer Discretionary - 3.2%
Charter Communications Operating LLC Term F 3.000% due 12/31/20 §		498,750		494,564
Hilton Worldwide Inc Term B-2 due 09/23/20 µ		600,000		600,062
Seminole Tribe of Florida 3.000% due 04/29/20 §		965,000		965,000
				2,059,626
Consumer Staples - 0.4%
Reynolds Group Holdings 4.750% due 09/28/18 §		247,500		248,614
Energy - 1.0%
Chesapeake Energy Corp 5.750% due 12/02/17 §		500,000		509,727
EP Energy LLC Tranche B-3 3.500% due 05/24/18 §		166,667		165,938
				675,665
Financials - 0.2%
Stockbridge/SBE Holdings LLC Tranche B 13.000% due 05/02/17 §		108,333		115,982

	Principal Amount		Value
Health Care - 3.4%
Fresenius US Finance I Inc Tranche B 2.248% due 08/07/19 §		$1,000,000		$1,000,208
Valeant Pharmaceuticals International Inc
Series C-2 Tranche B
3.750% due 12/11/19 §		246,875		247,184
Series E Tranche B
4.500% due 08/05/20 §		744,375		750,772
Warner Chilcott Co LLC Term B-1 5.500% due 03/15/18 §		36,518		36,594
Warner Chilcott Corp Term B-1 5.500% due 03/15/18 §		83,883		84,058
WC Luxco SARL Term B-3 5.500% due 03/15/18 §		66,102		66,239
				2,185,055
Industrials - 4.7%
Accudyne Industries LLC 4.000% due 12/13/19 §		496,250		493,493
AWAS Finance Luxembourg SARL 3.500% due 06/10/16 §		481,230		482,434
CSC Holdings LLC Term B 2.679% due 04/17/20 §		997,500		987,837
Flying Fortress Inc 3.500% due 06/30/17 §		208,333		208,203
Gardner Denver Inc 4.250% due 07/30/20 §		400,000		396,889
WESCO Distribution Inc Tranche B-1 4.500% due 12/12/19 §		490,333		493,459
				3,062,315
Information Technology - 3.8%
Activision Blizzard Inc Term B due 07/26/20 µ		1,000,000		1,001,250
Dell Inc Term B due 09/10/19 µ		500,000		492,552
Freescale Semiconductor Inc Tranche B-5 5.000% due 01/15/21 §		500,000		501,459
Infor (US) Inc Tranche B-2 5.250% due 04/05/18 §		498,611		501,104
				2,496,365
Materials - 1.1%
FMG Resources Property Ltd 5.250% due 10/18/17 §		495,000		497,644
Tronox Inc Term B 4.500% due 03/19/20 §		249,375		251,245
				748,889
Telecommunication Services - 1.9%
Telesat Canada Term B-2 3.500% due 03/28/19 §		247,503		246,881
Windstream Corp
Term B-3
4.000% due 08/08/19 §		740,619		743,670
Tranche B-4
3.500% due 01/23/20 §		248,750		249,434
				1,239,985
Utilities - 0.6%
NRG Energy Inc 2.750% due 07/01/18 §		398,000		396,103
Total Senior Loan Notes (Cost $13,190,581)				13,228,599

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-5

PACIFIC LIFE FUNDS

PL SHORT DURATION INCOME FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
U.S. TREASURY OBLIGATIONS - 1.1%
U.S. Treasury Notes - 1.1%
0.250% due 11/30/13		$50,000		$50,018
0.250% due 02/28/15		500,000		500,391
0.875% due 11/30/16		175,000		175,841
Total U.S. Treasury Obligations (Cost $725,330)				726,250
	Shares
SHORT-TERM INVESTMENT - 5.6%
Money Market Fund - 5.6%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		3,646,625		3,646,625
Total Short-Term Investment (Cost $3,646,625)				3,646,625
TOTAL INVESTMENTS - 102.3% (Cost $66,422,250)				66,530,529
OTHER ASSETS & LIABILITIES, NET - (2.3%)				(1,512,419	)
NET ASSETS - 100.0%				$65,018,110

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Corporate Bonds & Notes	75.3%
Senior Loan Notes	20.3%
Short-Term Investment	5.6%
Others (each less than 3.0%)	1.1%
	102.3%
Other Assets & Liabilities, Net	(2.3%	)
	100.0%

(b) As of September 30, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

AA / U.S. Government & Agency Issues	5.1%
A	23.7%
BBB	47.7%
BB	16.0%
B	7.5%
	100.0%

(c) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$48,929,055		$—		$47,454,173		$1,474,882
	Senior Loan Notes		13,228,599		—		13,228,599		—
	U.S. Treasury Obligations		726,250		—		726,250		—
	Short-Term Investment		3,646,625		3,646,625		—		—
	Total		$66,530,529		$3,646,625		$61,409,022		$1,474,882

The following is a reconciliation of investments for significant unobservable inputs (Level 3) used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) for the six-month period ended September 30, 2013:

	Corporate Bonds & Notes
Value, Beginning of Period		$811,875
Purchases		726,750
Sales (Includes Paydowns)		(35,708	)
Accrued Discounts (Premiums)		(2,158	)
Net Realized Gains (Losses)		—
Change in Net Unrealized Depreciation		(25,877	)
Transfers In		—
Transfers Out		—
Value, End of Period		$1,474,882
Change in Net Unrealized Depreciation on Level 3 Investments Held at the End of Period, if Applicable		($25,877	)

The significant unobservable inputs were provided by a vendor-priced single broker quote.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-6

PACIFIC LIFE FUNDS

PL INCOME FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Principal Amount		Value
CORPORATE BONDS & NOTES - 75.7%
Consumer Discretionary - 11.8%
Brinker International Inc 3.875% due 05/15/23		$2,950,000		$2,777,109
Cedar Fair LP 5.250% due 03/15/21 ~		4,000,000		3,835,000
Comcast Corp 4.650% due 07/15/42		2,250,000		2,147,556
COX Communications Inc 4.700% due 12/15/42 ~		1,000,000		812,670
D.R. Horton Inc 3.625% due 02/15/18		2,000,000		1,977,500
DIRECTV Holdings LLC 2.400% due 03/15/17		6,000,000		6,033,706
Ford Motor Co 4.750% due 01/15/43		1,500,000		1,343,522
General Motors Co 3.500% due 10/02/18 ~		3,000,000		3,007,500
6.250% due 10/02/43 ~		1,150,000		1,138,500
Hyatt Hotels Corp 3.875% due 08/15/16		3,000,000		3,190,896
Kia Motors Corp (South Korea) 3.625% due 06/14/16 ~		3,000,000		3,137,730
MDC Holdings Inc 6.000% due 01/15/43		2,500,000		2,175,132
MGM Resorts International 6.750% due 10/01/20		3,500,000		3,683,750
Mohawk Industries Inc 3.850% due 02/01/23		4,000,000		3,828,868
PNK Finance Corp 6.375% due 08/01/21 ~		2,000,000		2,050,000
Six Flags Entertainment Corp 5.250% due 01/15/21 ~		3,500,000		3,342,500
Standard Pacific Corp 6.250% due 12/15/21		2,900,000		2,903,625
Toll Brothers Finance Corp 4.375% due 04/15/23		2,500,000		2,306,250
Virgin Media Secured Finance PLC (United Kingdom) 5.375% due 04/15/21 ~		4,500,000		4,410,000
Wyndham Worldwide Corp 2.950% due 03/01/17		4,000,000		4,108,760
				58,210,574
Consumer Staples - 1.8%
Hawk Acquisition Sub Inc 4.250% due 10/15/20 ~		3,500,000		3,346,875
Lorillard Tobacco Co 3.750% due 05/20/23		1,650,000		1,519,162
Reynolds Group Issuer Inc 5.750% due 10/15/20		4,000,000		4,035,000
				8,901,037
Energy - 7.8%
Cimarex Energy Co 5.875% due 05/01/22		3,000,000		3,045,000
DCP Midstream Operating LP 3.875% due 03/15/23		4,000,000		3,648,240
Korea National Oil Corp (South Korea) 3.125% due 04/03/17 ~		4,000,000		4,122,440
Nabors Industries Inc ~ 2.350% due 09/15/16		2,250,000		2,276,255
ONEOK Partners LP 5.000% due 09/15/23		2,100,000		2,160,176
Petrobras Global Finance BV (Netherlands) 4.375% due 05/20/23		3,000,000		2,775,504
Petrobras International Finance Co (Cayman) 5.375% due 01/27/21		3,000,000		3,029,739

	Principal Amount		Value
Sabine Pass Liquefaction LLC 5.625% due 02/01/21 ~		$3,250,000		$3,197,188
Samson Investment Co 10.250% due 02/15/20 ~		2,000,000		2,130,000
The Williams Cos Inc 3.700% due 01/15/23		6,000,000		5,431,488
Transocean Inc (Cayman) 2.500% due 10/15/17		6,500,000		6,524,882
				38,340,912
Financials - 25.5%
Bank of America Corp 1.320% due 03/22/18 §		4,500,000		4,518,878
Bank of America NA 5.300% due 03/15/17		8,200,000		9,045,814
Berkshire Hathaway Finance Corp 1.600% due 05/15/17		9,000,000		9,085,572
Caixa Economica Federal (Brazil) 4.500% due 10/03/18 ~		500,000		496,600
Carlyle Holdings Finance LLC 3.875% due 02/01/23 ~		4,000,000		3,927,056
Columbia Property Trust Operating Partnership LP REIT 5.875% due 04/01/18		750,000		789,679
Duke Realty LP REIT 4.375% due 06/15/22		5,250,000		5,201,737
Export-Import Bank of Korea (South Korea) 1.250% due 11/20/15		4,500,000		4,514,945
Ford Motor Credit Co LLC 3.000% due 06/12/17		4,000,000		4,115,700
4.250% due 09/20/22		5,000,000		5,004,815
General Electric Capital Corp 0.983% due 04/02/18 §		3,000,000		3,020,520
2.100% due 12/11/19		8,000,000		7,880,888
Genworth Holdings Inc 4.900% due 08/15/23		3,600,000		3,623,044
Health Care REIT Inc 3.750% due 03/15/23		5,000,000		4,740,890
Host Hotels & Resorts LP REIT 3.750% due 10/15/23		5,000,000		4,639,780
ING US Inc 2.900% due 02/15/18		4,000,000		4,021,212
JPMorgan Chase & Co 3.250% due 09/23/22		3,000,000		2,836,791
Kilroy Realty LP REIT 3.800% due 01/15/23		5,000,000		4,705,035
Liberty Mutual Group Inc 4.250% due 06/15/23 ~		2,000,000		1,955,286
4.950% due 05/01/22 ~		4,500,000		4,663,121
Morgan Stanley 3.750% due 02/25/23		3,000,000		2,898,987
Neuberger Berman Group LLC 5.625% due 03/15/20 ~		3,000,000		3,082,500
Prudential Financial Inc 5.200% due 03/15/44 §		3,000,000		2,736,000
Raymond James Financial Inc 5.625% due 04/01/24		4,000,000		4,173,388
The Goldman Sachs Group Inc 1.600% due 11/23/15		4,000,000		4,031,492
The Korea Development Bank (South Korea) 1.500% due 01/22/18		5,000,000		4,832,560
UDR Inc REIT 3.700% due 10/01/20		2,000,000		2,013,474
Vornado Realty LP REIT 5.000% due 01/15/22		4,000,000		4,202,592
WEA Finance LLC 3.375% due 10/03/22 ~		9,000,000		8,502,120
				125,260,476

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-7

PACIFIC LIFE FUNDS

PL INCOME FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Health Care - 1.8%
Edwards Lifesciences Corp 2.875% due 10/15/18		$2,000,000		$1,994,896
HCA Inc 6.500% due 02/15/20		3,000,000		3,258,750
Hospira Inc 5.800% due 08/12/23		1,350,000		1,376,611
Valeant Pharmaceuticals International 6.750% due 08/15/18 ~		2,150,000		2,311,250
				8,941,507
Industrials - 10.5%
Air Canada Pass Through Trust ‘A’ (Canada) 4.125% due 11/15/26 ~		5,000,000		4,706,250
Air Lease Corp 5.625% due 04/01/17		8,500,000		9,095,000
British Airways PLC (United Kingdom) 4.625% due 06/20/24 ~		3,000,000		3,007,500
5.625% due 12/30/21 ~		3,200,000		3,288,000
Delta Air Lines Pass-Through Trust ‘A’ 4.750% due 11/07/21		7,714,337		8,100,054
International Lease Finance Corp 3.875% due 04/15/18		1,750,000		1,694,219
7.125% due 09/01/18 ~		1,000,000		1,122,500
Owens Corning 4.200% due 12/15/22		5,000,000		4,888,920
Penske Truck Leasing Co LP 4.250% due 01/17/23 ~		3,500,000		3,411,450
The ADT Corp 6.250% due 10/15/21 ~		2,000,000		2,032,500
United Continental Holdings Inc 6.375% due 06/01/18		2,500,000		2,556,250
United Rentals North America Inc 5.750% due 07/15/18		2,000,000		2,110,000
US Airways Pass Through Trust ‘A’ 4.625% due 12/03/26		5,750,000		5,548,750
				51,561,393
Information Technology - 0.8%
Arrow Electronics Inc 3.000% due 03/01/18		4,000,000		4,039,596
Materials - 11.8%
Alphabet Holding Co Inc 7.750% PIK due 11/01/17		2,200,000		2,271,500
ArcelorMittal (Luxembourg) 6.000% due 03/01/21		3,025,000		3,123,313
Ardagh Packaging Finance PLC (Ireland) 7.375% due 10/15/17 ~		2,750,000		2,952,813
Barrick Gold Corp (Canada) 4.100% due 05/01/23		3,000,000		2,647,974
Domtar Corp 4.400% due 04/01/22		4,000,000		3,868,640
FMG Resources Property Ltd (Australia) 6.000% due 04/01/17 ~		3,500,000		3,605,000
Freeport-McMoRan Copper & Gold Inc 3.875% due 03/15/23 ~		8,000,000		7,393,040
Glencore Funding LLC 2.500% due 01/15/19 ~		6,000,000		5,632,446
Reliance Steel & Aluminum Co 4.500% due 04/15/23		5,850,000		5,722,681
Rock Tenn Co 3.500% due 03/01/20		4,000,000		3,962,100
Samarco Mineracao SA (Brazil) 4.125% due 11/01/22 ~		4,000,000		3,490,000
Sealed Air Corp 8.375% due 09/15/21 ~		2,000,000		2,275,000

	Principal Amount		Value
Southern Copper Corp 5.250% due 11/08/42		$2,000,000		$1,622,768
Tronox Finance LLC 6.375% due 08/15/20		2,000,000		1,990,000
Vale SA (Brazil) 5.625% due 09/11/42		2,000,000		1,754,284
Xstrata Finance Canada Ltd (Canada) 4.250% due 10/25/22 ~		6,000,000		5,618,310
				57,929,869
Telecommunication Services - 2.7%
CC Holdings GS V LLC 3.849% due 04/15/23		3,350,000		3,027,961
Hughes Satellite Systems Corp 6.500% due 06/15/19		2,500,000		2,656,250
Intelsat Jackson Holdings SA (Luxembourg) 7.250% due 10/15/20		2,000,000		2,145,000
Verizon Communications Inc 5.150% due 09/15/23		5,000,000		5,371,715
				13,200,926
Utilities - 1.2%
Jersey Central Power & Light Co 4.700% due 04/01/24 ~		3,000,000		3,045,189
NRG Energy Inc 6.625% due 03/15/23		3,000,000		2,955,000
				6,000,189
Total Corporate Bonds & Notes (Cost $381,569,485)				372,386,479
SENIOR LOAN NOTES - 16.2%
Consumer Discretionary - 2.4%
Acosta Inc Term D 5.000% due 03/02/18 §		1,746,250		1,754,108
ClubCorp Club Operation Inc 4.000% due 07/24/20 §		1,421,014		1,425,454
Getty Images Inc 4.750% due 10/18/19 §		2,177,016		1,947,522
Hilton Worldwide Inc due 09/23/20 µ		2,500,000		2,500,260
Seven Sea Cruises S DE RL Term B-1 4.750% due 12/21/18 §		1,975,000		1,994,750
The Goodyear Tire & Rubber Co (2nd Lien) 4.750% due 04/30/19 §		2,000,000		2,016,250
				11,638,344
Consumer Staples - 2.1%
Albertson’s LLC Term B-2 4.750% due 03/21/19 §		1,973,417		1,972,801
BJ’s Wholesale Club Inc (1st Lien) 4.250% due 09/26/19 §		2,977,538		2,981,253
Del Monte Foods Co Term B 4.000% due 02/15/18 §		4,006,239		4,002,486
Sprouts Farmers Markets Holdings LLC 4.000% due 04/23/20 §		1,535,357		1,542,074
				10,498,614
Energy - 0.3%
Samson Investment Co (2nd Lien) 6.000% due 09/25/18 §		1,500,000		1,505,438

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-8

PACIFIC LIFE FUNDS

PL INCOME FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Financials - 1.3%
First Data Corp Term B 4.180% due 09/24/18 §		$2,500,000		$2,486,563
Realogy Corp Term B 4.500% due 02/12/20 §		1,492,500		1,504,937
Stockbridge/SBE Holdings LLC Tranche B 13.000% due 05/02/17 §		2,416,667		2,587,283
				6,578,783
Health Care - 0.7%
Valeant Pharmaceutical International Series C-2 Tranche B 3.750% due 12/11/19 §		3,456,250		3,460,570
Industrials - 4.3%
Accudyne Industries LLC 4.000% due 12/13/19 §		2,977,500		2,960,957
AlixPartners LLP Term B-2 (1st Lien) 5.000% due 07/10/20 §		1,980,050		1,999,851
CSC Holdings LLC Term B 2.679% due 04/17/20 §		4,488,750		4,445,267
Gardner Denver Inc 4.250% due 07/30/20 §		3,000,000		2,976,666
Rexnord LLC/RBS Global Inc Term B 4.000% due 08/21/20 §		3,000,000		2,970,000
Tomkins Air (1st Lien) 5.000% due 11/09/18 §		2,977,500		3,002,312
WESCO Distribution Inc Tranche B-1 4.500% due 12/12/19 §		2,934,643		2,953,351
				21,308,404
Information Technology - 0.7%
BMC Software Finance Inc 5.000% due 09/10/20 §		1,500,000		1,503,562
Dell Inc Term B due 09/10/19 µ		2,000,000		1,970,208
				3,473,770
Materials - 1.0%
Berry Plastics Corp Term D 3.500% due 02/08/20 §		2,985,000		2,960,747
FMG Resources Property Ltd (Australia) 5.250% due 10/18/17 §		1,980,000		1,990,575
				4,951,322
Telecommunication Services - 3.4%
Cricket Communications Inc 4.750% due 10/01/19 §		2,481,250		2,484,352
Intelsat Jackson Holding SA Tranche B-1 4.250% due 04/02/18 §		2,961,284		2,973,624
Level 3 Financing Inc
Tranche B
due 01/15/20 µ		2,500,000		2,505,845
Tranche B-II
4.750% due 08/01/19 §		1,500,000		1,506,237
Tranche B-III
4.000% due 08/01/19 §		2,500,000		2,505,625
Windstream Corp Term B-3 4.000% due 08/08/19 §		4,436,250		4,454,528
				16,430,211
Total Senior Loan Notes (Cost $79,906,615)				79,845,456

	Principal Amount		Value
U.S. TREASURY OBLIGATIONS - 5.0%
U.S. Treasury Bonds - 1.1%
2.750% due 11/15/42		$3,000,000		$2,482,968
3.000% due 05/15/42		2,000,000		1,752,344
3.750% due 08/15/41		1,000,000		1,016,328
				5,251,640
U.S. Treasury Notes - 3.9%
0.250% due 10/31/14		2,000,000		2,002,500
0.250% due 02/28/15		5,000,000		5,003,905
0.375% due 04/15/15		5,000,000		5,011,525
0.375% due 06/30/15		5,000,000		5,009,080
1.750% due 05/15/23		2,500,000		2,317,675
				19,344,685
Total U.S. Treasury Obligations (Cost $25,460,728)				24,596,325
	Shares
SHORT-TERM INVESTMENT - 2.3%
Money Market Fund - 2.3%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		11,231,094		11,231,094
Total Short-Term Investment (Cost $11,231,094)				11,231,094
TOTAL INVESTMENTS - 99.2% (Cost $498,167,922)				488,059,354
OTHER ASSETS & LIABILITIES, NET - 0.8%				3,988,090
NET ASSETS - 100.0%				$492,047,444

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Corporate Bonds & Notes	75.7%
Senior Loan Notes	16.2%
U.S. Treasury Obligations	5.0%
Others (each less than 3.0%)	2.3%
	99.2%
Other Assets & Liabilities, Net	0.8%
	100.0%

(b) As of September 30, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

AA / U.S. Government & Agency Issues	9.3%
A	14.5%
BBB	41.7%
BB	18.4%
B	15.7%
CCC	0.4%
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-9

PACIFIC LIFE FUNDS

PL INCOME FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

(c) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in

Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$372,386,479		$—		$347,735,925		$24,650,554
	Senior Loan Notes		79,845,456		—		79,845,456		—
	U.S. Treasury Obligations		24,596,325		—		24,596,325		—
	Short-Term Investment		11,231,094		11,231,094		—		—
	Total		$488,059,354		$11,231,094		$452,177,706		$24,650,554

The following is a reconciliation of investments for significant unobservable inputs (Level 3) used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) for the six-month period ended September 30, 2013:

	Corporate Bonds & Notes
Value, Beginning of Period		$15,838,938
Purchases		12,105,211
Sales (Includes Paydowns)		(2,197,538	)
Accrued Discounts (Premiums)		(17,615	)
Net Realized Gains		7,644
Change in Net Unrealized Depreciation		(1,086,086	)
Transfers In		—
Transfers Out		—
Value, End of Period		$24,650,554
Change in Net Unrealized Depreciation on Level 3 Investments Held at the End of Period, if Applicable		($1,054,023	)

The significant unobservable inputs were provided by a vendor-priced single broker quote.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-10

PACIFIC LIFE FUNDS

PL STRATEGIC INCOME FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Shares		Value
CONVERTIBLE PREFERRED STOCKS - 0.5%
Energy - 0.5%
Halcon Resources Corp 5.750%		200		$192,388
Total Convertible Preferred Stocks (Cost $200,000)				192,388
COMMON STOCKS - 6.0%
Consumer Discretionary - 1.7%
Cedar Fair LP		2,500		109,000
Ford Motor Co		6,380		107,631
Las Vegas Sands Corp		3,850		255,717
Lennar Corp ‘A’		3,500		123,900
MGM Resorts International *		1,900		38,836
Standard Pacific Corp *		11,500		90,965
				726,049
Energy - 0.5%
Concho Resources Inc *		1,600		174,096
Halcon Resources Corp *		495		2,193
Peabody Energy Corp		3,000		51,750
				228,039
Health Care - 0.3%
HCA Holdings Inc		2,500		106,875
Industrials - 2.0%
Canadian Pacific Railway Ltd (Canada)		1,050		129,465
HD Supply Holdings Inc *		6,940		152,472
Kansas City Southern		400		43,744
Ply Gem Holdings Inc		5,500		76,890
The ADT Corp		1,610		65,463
The Boeing Co		1,400		164,500
United Rentals Inc *		3,800		221,502
				854,036
Information Technology - 0.4%
CDW Corp *		7,350		167,801
Materials - 0.6%
Freeport-McMoRan Copper & Gold Inc		4,900		162,092
Louisiana-Pacific Corp *		5,800		102,022
				264,114
Telecommunication Services - 0.3%
Intelsat SA (Luxembourg) *		4,680		112,320
Utilities - 0.2%
NRG Energy Inc		3,500		95,655
Total Common Stocks (Cost $2,272,796)				2,554,889
	Principal Amount
CORPORATE BONDS & NOTES - 84.4%
Consumer Discretionary - 14.1%
Beazer Homes USA Inc
7.250% due 02/01/23		$400,000		386,000
7.500% due 09/15/21 ~		150,000		147,000
9.125% due 06/15/18		250,000		263,750

	Principal Amount		Value
Boyd Gaming Corp 9.000% due 07/01/20		$250,000		$272,500
Brinker International Inc 3.875% due 05/15/23		250,000		235,348
Caesars Entertainment Operating Co Inc
9.000% due 02/15/20		100,000		94,500
11.250% due 06/01/17		100,000		101,750
Cedar Fair LP 5.250% due 03/15/21 ~		300,000		287,625
General Motors Co
4.875% due 10/02/23 ~		100,000		98,250
6.250% due 10/02/43 ~		150,000		148,500
Hilton Worldwide Finance LLC 5.625% due 10/15/21 ~		250,000		251,094
Jo-Ann Stores Inc 8.125% due 03/15/19 ~		300,000		307,500
Landry’s Holdings II Inc 10.250% due 01/01/18 ~		250,000		263,125
Landry’s Inc 9.375% due 05/01/20 ~		100,000		106,000
MDC Holdings Inc 6.000% due 01/15/43		250,000		217,513
MGM Resorts International 6.750% due 10/01/20		350,000		368,375
Michaels FinCo Holdings LLC 7.500% PIK due 08/01/18 ~		100,000		101,750
NPC International Inc 10.500% due 01/15/20		250,000		286,250
Paris Las Vegas Holding LLC
8.000% due 10/01/20 ~		100,000		100,000
11.000% due 10/01/21 ~		100,000		100,000
PNK Finance Corp 6.375% due 08/01/21 ~		100,000		102,500
ServiceMaster Co 8.000% due 02/15/20		350,000		348,250
Six Flags Entertainment Corp 5.250% due 01/15/21 ~		450,000		429,750
Standard Pacific Corp 6.250% due 12/15/21		250,000		250,313
Toll Brothers Finance Corp 4.375% due 04/15/23		250,000		230,625
WCI Communities Inc 6.875% due 08/15/21 ~		100,000		96,250
Woodside Homes Co LLC 6.750% due 12/15/21 ~		100,000		100,500
Wyndham Worldwide Corp 3.900% due 03/01/23		350,000		333,071
				6,028,089
Consumer Staples - 4.0%
JBS USA LLC 7.250% due 06/01/21 ~		50,000		49,750
Lorillard Tobacco Co 3.750% due 05/20/23		300,000		276,211
Reynolds Group Issuer Inc
8.500% due 05/15/18		350,000		367,500
9.875% due 08/15/19		200,000		218,000
Rite Aid Corp 6.750% due 06/15/21 ~		250,000		260,937
Sun Merger Sub Inc 5.875% due 08/01/21 ~		200,000		203,250
Supervalu Inc 6.750% due 06/01/21 ~		150,000		143,250
US Foods Inc 8.500% due 06/30/19		200,000		211,750
				1,730,648
Energy - 15.4%
Access Midstream Partners LP
4.875% due 05/15/23		150,000		141,750
5.875% due 04/15/21		150,000		154,875

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-11

PACIFIC LIFE FUNDS

PL STRATEGIC INCOME FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Antero Resources Finance Corp 6.000% due 12/01/20		$350,000		$355,250
Atlas Pipeline Partners LP
4.750% due 11/15/21 ~		100,000		90,875
6.625% due 10/01/20 ~		200,000		205,000
Basic Energy Services Inc 7.750% due 02/15/19		300,000		304,500
Concho Resources Inc 5.500% due 10/01/22		350,000		350,875
DCP Midstream Operating LP 3.875% due 03/15/23		350,000		319,221
EP Energy LLC
7.750% due 09/01/22		200,000		218,000
9.375% due 05/01/20		100,000		113,000
EV Energy Partners LP 8.000% due 04/15/19		150,000		150,750
Exterran Partners LP 6.000% due 04/01/21 ~		280,000		273,000
Halcon Resources Corp 8.875% due 05/15/21		350,000		360,500
Hercules Offshore Inc 7.500% due 10/01/21 ~		150,000		150,750
Kodiak Oil & Gas Corp (Canada) 5.500% due 01/15/21 ~		200,000		197,500
Linn Energy LLC 6.500% due 11/01/19 ~		400,000		379,000
MEG Energy Corp (Canada)
6.375% due 01/30/23 ~		100,000		98,500
6.500% due 03/15/21 ~		150,000		151,875
Oasis Petroleum Inc 6.875% due 03/15/22 ~		100,000		105,750
Peabody Energy Corp 6.000% due 11/15/18		250,000		250,625
Petrobras Global Finance BV (Netherlands) 4.375% due 05/20/23		500,000		462,584
Regency Energy Partners LP 5.750% due 09/01/20		250,000		251,562
Sabine Pass Liquefaction LLC 5.625% due 04/15/23 ~		150,000		144,563
Samson Investment Co 10.250% due 02/15/20 ~		350,000		372,750
Sanchez Energy Corp 7.750% due 06/15/21 ~		100,000		98,000
Seadrill Ltd (Bermuda) 5.625% due 09/15/17 ~		300,000		304,500
Tervita Corp (Canada) 8.000% due 11/15/18 ~		150,000		151,313
The Williams Cos Inc 3.700% due 01/15/23		250,000		226,312
Transocean Inc (Cayman) 3.800% due 10/15/22		200,000		188,749
				6,571,929
Financials - 11.8%
Carlyle Holdings Finance LLC 3.875% due 02/01/23 ~		250,000		245,441
Denali Borrower LLC 5.625% due 10/15/20 ~		50,000		48,812
Duke Realty LP REIT 4.375% due 06/15/22		250,000		247,702
DuPont Fabros Technology LP REIT 5.875% due 09/15/21 ~		250,000		251,250
First Data Corp
6.750% due 11/01/20 ~		100,000		104,000
7.375% due 06/15/19 ~		100,000		105,750
10.625% due 06/15/21 ~		100,000		102,000
Genworth Holdings Inc 4.900% due 08/15/23		300,000		301,920
Health Care REIT Inc 3.750% due 03/15/23		350,000		331,862

	Principal Amount		Value
Hockey Merger Sub 2 Inc 7.875% due 10/01/21 ~		$300,000		$301,875
Host Hotels & Resorts LP REIT 3.750% due 10/15/23		500,000		463,978
Kilroy Realty LP REIT 3.800% due 01/15/23		250,000		235,252
Liberty Mutual Group Inc
4.250% due 06/15/23 ~		350,000		342,175
4.950% due 05/01/22 ~		250,000		259,062
MPH Intermediate Holding Co 2 8.375% PIK due 08/01/18 ~		100,000		102,812
Nuveen Investments Inc 9.125% due 10/15/17 ~		300,000		296,250
Prudential Financial Inc 5.200% due 03/15/44 §		300,000		273,600
Raymond James Financial Inc 5.625% due 04/01/24		350,000		365,171
RHP Hotel Properties LP REIT 5.000% due 04/15/21 ~		250,000		235,625
The Geo Group Inc REIT 5.875% due 01/15/22 ~		150,000		148,688
The Howard Hughes Corp 6.875% due 10/01/21 ~		250,000		250,610
				5,013,835
Health Care - 4.8%
Biomet Inc 6.500% due 08/01/20		300,000		311,250
DJO Finance LLC 7.750% due 04/15/18		100,000		99,500
HCA Inc 7.500% due 02/15/22		500,000		550,000
Hospira Inc 5.800% due 08/12/23		200,000		203,942
Jaguar Holding Co I 9.375% PIK due 10/15/17 ~		200,000		212,500
Prospect Medical Holdings Inc 8.375% due 05/01/19 ~		250,000		263,750
Tenet Healthcare Corp
6.000% due 10/01/20 ~		50,000		51,219
8.125% due 04/01/22 ~		150,000		156,938
Valeant Pharmaceuticals International Inc 6.750% due 08/15/18 ~		200,000		215,000
				2,064,099
Industrials - 9.4%
ADS Waste Holdings Inc 8.250% due 10/01/20 ~		350,000		371,000
Air Canada Pass-Through Trust ‘B’ (Canada) 5.375% due 11/15/22 ~		250,000		242,650
Air Lease Corp 4.750% due 03/01/20		400,000		395,000
American Airlines Pass-Through Trust ‘B’ 5.625% due 01/15/21 ~		200,000		192,500
Bombardier Inc (Canada)
5.750% due 03/15/22 ~		100,000		99,750
6.125% due 01/15/23 ~		100,000		100,500
British Airways PLC (United Kingdom) 5.625% due 12/20/21 ~		300,000		308,250
CPG Merger Sub LLC 8.000% due 10/01/21 ~		200,000		204,250
International Lease Finance Corp 6.250% due 05/15/19		450,000		474,750
Nortek Inc 8.500% due 04/15/21		195,000		213,037
Owens Corning 4.200% due 12/15/22		450,000		440,003
The ADT Corp 6.250% due 10/15/21 ~		300,000		304,875

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-12

PACIFIC LIFE FUNDS

PL STRATEGIC INCOME FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
United Airlines Pass-Through Trust ‘B’ 5.375% due 02/15/23		$200,000		$198,400
United Rentals North America Inc
8.250% due 02/01/21		100,000		111,500
8.375% due 09/15/20		100,000		111,250
US Airways Pass-Through Trust ‘B’ 5.375% due 05/15/23		250,000		237,500
				4,005,215
Information Technology - 1.0%
Healthcare Technology Intermediate Inc 7.375% PIK due 09/01/18 ~		200,000		205,250
NXP BV (Netherlands) 5.750% due 02/15/21 ~		200,000		204,000
				409,250
Materials - 17.2%
AK Steel Corp
8.375% due 04/01/22		150,000		127,125
8.750% due 12/01/18		100,000		109,500
ArcelorMittal (Luxembourg)
6.000% due 03/01/21		300,000		309,750
7.250% due 03/01/41		100,000		92,500
Ardagh Packaging Finance PLC (Ireland)
7.000% due 11/15/20 ~		200,000		193,000
9.125% due 10/15/20 ~		250,000		265,750
Barrick Gold Corp (Canada) 4.100% due 05/01/23		450,000		397,196
BOE Intermediate Holding Corp 9.000% PIK due 11/01/17 ~		250,000		262,500
BOE Merger Corp 9.500% PIK due 11/01/17 ~		200,000		209,000
Celulosa Arauco y Constitucion SA (Chile) 4.750% due 01/11/22		250,000		244,207
Chemtura Corp 5.750% due 07/15/21		200,000		200,500
FMG Resources Property Ltd (Australia) 6.875% due 04/01/22 ~		450,000		452,250
Freeport-McMoRan Copper & Gold Inc
3.875% due 03/15/23 ~		250,000		231,033
5.450% due 03/15/43 ~		250,000		224,822
Glencore Funding LLC 4.125% due 05/30/23 ~		500,000		463,632
Hexion U.S. Finance Corp 6.625% due 04/15/20		250,000		251,250
Mustang Merger Corp 8.500% due 08/15/21 ~		250,000		248,750
New Gold Inc (Canada) 6.250% due 11/15/22 ~		200,000		195,500
Reliance Steel & Aluminum Co 4.500% due 04/15/23		650,000		635,853
Rock Tenn Co 4.900% due 03/01/22		350,000		362,508
Samarco Mineracao SA (Brazil) 4.125% due 11/01/22 ~		250,000		218,125
Sappi Papier Holding GmbH (Austria) 8.375% due 06/15/19 ~		350,000		367,063
SPCM SA (France) 6.000% due 01/15/22 ~		50,000		50,500
TPC Group Inc 8.750% due 12/15/20 ~		350,000		359,625
Tronox Finance LLC 6.375% due 08/15/20		250,000		248,750
Vale Overseas Ltd (Cayman) 4.375% due 01/11/22		250,000		242,201
Xstrata Finance Canada Ltd (Canada) 4.250% due 10/25/22 ~		400,000		374,554
				7,337,444

	Principal Amount		Value
Telecommunication Services - 3.9%
Digicel Ltd (Bermuda) 6.000% due 04/15/21 ~		$300,000		$282,750
Intelsat Jackson Holdings SA (Luxembourg) 6.625% due 12/15/22 ~		250,000		249,375
MetroPCS Wireless Inc 6.250% due 04/01/21 ~		100,000		100,875
Sprint Communications Inc 7.000% due 03/01/20 ~		100,000		108,000
Sprint Corp 7.250% due 09/15/21 ~		100,000		101,250
Verizon Communications Inc
5.150% due 09/15/23		250,000		268,586
6.400% due 09/15/33		500,000		556,816
				1,667,652
Utilities - 2.8%
Calpine Corp 7.875% due 01/15/23 ~		250,000		264,375
Jersey Central Power & Light Co 4.700% due 04/01/24 ~		500,000		507,532
NRG Energy Inc
6.625% due 03/15/23		150,000		147,750
7.625% due 01/15/18		250,000		278,125
				1,197,782
Total Corporate Bonds & Notes (Cost $36,522,938)				36,025,943
SENIOR LOAN NOTES - 9.5%
Consumer Staples - 2.3%
Albertson’s LLC Term B-2 4.750% due 03/21/19 §		348,250		348,141
Reddy Ice Corp Term B (1st Lien) 6.750% due 05/01/19 §		348,250		345,638
Supervalu Inc 5.000% due 03/21/19 §		297,960		297,541
				991,320
Energy - 0.8%
SES International Holdings Ltd 5.500% due 02/15/19 §		348,250		350,209
Financials - 1.4%
Clipper Acquisitions Corp 4.000% due 02/06/20 §		297,750		299,514
Stockbridge/SBE Holdings LLC Tranche B 13.000% due 05/02/17 §		291,667		312,258
				611,772
Health Care - 0.8%
Iasis Healthcare LLC Term B-2 4.500% due 05/03/18 §		347,375		349,980
Industrials - 1.2%
Apex Tool Group LLC 4.500% due 01/31/20 §		248,750		249,916
Sequa Corp 5.250% due 06/19/17 §		248,125		249,314
				499,230
Information Technology - 1.2%
BMC Software Finance Inc 5.000% due 09/10/20 §		250,000		250,594
SunGard Data Systems Inc Tranche D 4.500% due 01/31/20 §		248,125		250,705
				501,299

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-13

PACIFIC LIFE FUNDS

PL STRATEGIC INCOME FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Materials - 1.2%
Ranpak Corp (2nd Lien) 8.500% due 04/23/20 §		$250,000		$257,500
Tronox Inc Term B (Netherlands) 4.500% due 03/19/20 §		249,375		251,245
				508,745
Telecommunication Services - 0.6%
Windstream Corp Tranche B-4 3.500% due 01/23/20 §		248,125		248,807
Total Senior Loan Notes (Cost $4,020,559)				4,061,362
	Shares
SHORT-TERM INVESTMENT - 1.5%
Money Market Fund - 1.5%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		653,552		653,552
Total Short-Term Investment (Cost $653,552)				653,552
TOTAL INVESTMENTS - 101.9% (Cost $43,669,845)				43,488,134
OTHER ASSETS & LIABILITIES, NET - (1.9%)				(826,294	)
NET ASSETS - 100.0%				$42,661,840

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Materials	19.0%
Energy	17.2%
Consumer Discretionary	15.8%
Financials	13.2%
Industrials	12.6%
Consumer Staples	6.3%
Health Care	5.9%
Telecommunication Services	4.8%
Utilities	3.0%
Others (each less than 3.0%)	4.1%
	101.9%
Other Assets & Liabilities, Net	(1.9%	)
	100.0%

(b) As of September 30, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

A	1.2%
BBB	28.5%
BB	20.7%
B	28.3%
CCC	18.6%
Not Rated	2.7%
	100.0%

(c) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Convertible Preferred Stocks (1)		$192,388		$192,388		$—		$—
	Common Stocks (1)		2,554,889		2,554,889		—		—
	Corporate Bonds & Notes		36,025,943		—		34,846,643		$1,179,300
	Senior Loan Notes		4,061,362		—		4,061,362		—
	Short-Term Investment		653,552		653,552		—		—
	Total		$43,488,134		$3,400,829		$38,908,005		$1,179,300

The following is a reconciliation of investments for significant unobservable inputs (Level 3) used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) for the six-month period ended September 30, 2013:

	Corporate Bonds & Notes
Value, Beginning of Period		$950,219
Purchases		1,010,813
Sales (Includes Paydowns)		(739,188	)
Accrued Discounts (Premiums)		(702	)
Net Realized Gains		21,806
Change in Net Unrealized Depreciation		(63,648	)
Transfers In		—
Transfers Out		—
Value, End of Period		$1,179,300
Change in Net Unrealized Depreciation on Level 3 Investments Held at the End of Period, if Applicable		($33,845	)

The significant unobservable inputs were provided by a vendor-priced single broker quote.

(1) For equity investments categorized in a single level, refer to the schedule of investments for further industry breakout.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-14

PACIFIC LIFE FUNDS

PL FLOATING RATE INCOME FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Principal Amount		Value
CORPORATE BONDS & NOTES - 3.9%
Consumer Discretionary - 1.1%
CCO Holdings LLC 5.125% due 02/15/23		$3,000,000		$2,767,500
Cedar Fair LP 5.250% due 03/15/21 ~		2,250,000		2,157,187
Clear Channel Communications Inc 5.500% due 12/15/16		2,750,000		2,103,750
Michaels FinCo Holdings LLC 7.500% PIK due 08/01/18 ~		1,000,000		1,017,500
NPC International Inc 10.500% due 01/15/20		150,000		171,750
				8,217,687
Consumer Staples - 0.7%
Reynolds Group Issuer Inc
5.750% due 10/15/20		3,750,000		3,782,813
9.000% due 04/15/19		1,000,000		1,055,000
9.875% due 08/15/19		500,000		545,000
				5,382,813
Financials - 0.5%
First Data Corp 6.750% due 11/01/20 ~		3,500,000		3,640,000
Industrials - 0.4%
US Airways Pass-Through Trust ‘B’ 5.375% due 05/15/23		3,000,000		2,850,000
Materials - 0.6%
FMG Resources Property Ltd (Australia) 6.000% due 04/01/17 ~		1,000,000		1,030,000
Hexion U.S. Finance Corp 6.625% due 04/15/20		3,000,000		3,015,000
				4,045,000
Telecommunication Services - 0.6%
Intelsat Luxembourg SA (Luxembourg)
7.750% due 06/01/21 ~		3,000,000		3,116,250
8.125% due 06/01/23 ~		1,000,000		1,058,750
				4,175,000
Total Corporate Bonds & Notes (Cost $28,719,951)				28,310,500
SENIOR LOAN NOTES - 92.5%
Consumer Discretionary - 16.7%
Acosta Inc Term D 5.000% due 03/02/18 §		997,500		1,001,989
Advantage Sales & Marketing Inc
(1st Lien)
4.250% due 12/18/17 §		2,283,499		2,296,343
(2nd Lien)
8.250% due 06/17/18 §		1,100,000		1,115,125
Affinia Group Inc Tranche B-2 4.750% due 04/25/20 §		2,992,500		2,999,981
Burlington Coat Factory Warehouse Corp
Term B-2 4.250% due 02/23/17 §		9,476,250		9,516,524
Caesars Entertainment Operating Co Inc
Tranche B-5
4.429% due 01/28/18 §		1,000,000		898,906
Tranche B-6
5.429% due 01/28/18 §		3,054,163		2,774,518

	Principal Amount		Value
CBAC Borrower LLC Term B 8.250% due 07/02/20 §		$1,000,000		$1,030,000
Clear Channel Communications Inc
Tranche B
3.891% due 01/29/16 §		7,071,775		6,687,247
Tranche D
6.929% due 01/30/19 §		1,686,491		1,562,112
ClubCorp Club Operations Inc 4.000% due 07/24/20 §		709,611		711,828
Four Seasons Holdings Inc (2nd Lien) 6.250% due 12/27/20 §		500,000		512,500
Getty Images Inc 4.750% due 10/18/19 §		2,775,496		2,482,912
Great Wolf Resorts Inc Term B 4.500% due 08/06/20 §		4,738,125		4,727,763
Hilton Worldwide Inc Term B-2 due 09/23/20 µ		13,000,000		13,001,352
J.C. Penny Co 6.000% due 05/22/18 §		3,740,625		3,643,283
Jacobs Entertainment Inc Tranche B (1st Lien) 6.250% due 10/29/18 §		990,000		995,569
Jo-Ann Stores Inc Term B due 03/18/18 µ		3,000,000		3,001,875
Leslie’s Poolmart Inc Tranche B 5.250% due 10/16/19 §		1,989,951		2,001,768
Live Nation Entertainment Inc Term B-1 3.500% due 08/17/20 §		3,000,000		2,996,250
NPC International Inc 4.500% due 12/28/18 §		1,000,000		1,007,500
Oceania Cruises Inc Term B 6.750% due 07/02/20 §		8,750,000		8,788,281
Playa Resorts Holding BV 4.750% due 08/09/19 §		6,750,000		6,804,844
RE/MAX LLC 4.000% due 07/31/20 §		4,738,125		4,751,453
Scientific Games International Inc due 05/22/20 µ		4,500,000		4,469,868
Seven Seas Cruise S DE RL Term B-1 4.750% due 12/21/18 §		6,987,500		7,057,375
Spin Holdco Inc Term B 4.253% due 11/14/19 §		3,500,000		3,500,000
The Neiman Marcus Group Inc 4.000% due 05/16/18 §		4,752,141		4,748,677
The ServiceMaster Co
Tranche B
4.440% due 01/31/17 §		2,487,406		2,434,548
Tranche C
4.250% due 01/31/17 §		4,964,987		4,844,999
TWCC Holding Corp (2nd Lien) 7.000% due 06/26/20 §		1,000,000		1,028,750
Univision Communications Inc 4.000% due 03/01/20 §		1,990,000		1,974,765
Valleycrest Cos LLC 5.500% due 06/13/19 §		1,995,000		1,996,871
Yonkers Racing Corp
due 07/22/19 µ		3,000,000		2,985,000
(1st Lien)
4.250% due 08/20/19 §		1,000,000		995,000
(2nd Lien)
8.750% due 08/20/20 §		500,000		497,500
				121,843,276
Consumer Staples - 10.3%
Albertson’s LLC Term B due 03/21/19 µ		2,000,000		1,992,500
Term B-2 4.750% due 03/21/19 §		5,455,917		5,454,214
Arysta LifeScience Corp (2nd Lien) 8.250% due 11/30/20 §		500,000		500,312

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-15

PACIFIC LIFE FUNDS

PL FLOATING RATE INCOME FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Arysta LifeScience SPC LLC (1st Lien) 4.500% due 05/29/20 §		$6,733,125		$6,741,541
BJ’s Wholesale Club Inc
4.250% due 09/26/19 §		1,488,763		1,490,620
(2nd Lien)
9.750% due 03/26/20 §		500,000		509,583
Crossmark Holdings Inc (1st Lien) 4.500% due 12/20/19 §		748,116		741,102
(2nd Lien) 8.750% due 12/21/20 §		2,000,000		2,008,750
Del Monte Foods Co Term B 4.000% due 02/15/18 §		1,667,138		1,665,576
H.J. Heinz Co Term B-2 3.500% due 06/07/20 §		4,488,750		4,511,477
JBS USA LLC 3.750% due 09/18/20 §		1,500,000		1,492,500
Performance Food Group Inc 6.250% due 11/14/19 §		4,987,500		4,950,094
Reddy Ice Corp Term B (1st Lien) 6.750% due 05/01/19 §		5,807,720		5,764,162
Reynolds Group Holdings 4.750% due 09/28/18 §		742,500		745,841
Rite Aid Corp
Tranche 1
5.750% due 08/21/20 §		1,361,930		1,396,319
Tranche 2
due 06/13/20 µ		1,166,667		1,172,865
4.875% due 06/21/21 §		4,583,333		4,607,685
Smart & Final Inc (1st Lien)
due 10/31/19 µ		2,000,000		2,002,500
4.500% due 11/15/19 §		1,738,743		1,740,916
Spectrum Brands Inc
due 10/09/19 µ		2,000,000		2,009,000
4.529% due 12/17/19 §		4,895,805		4,917,836
Tranche C
4.000% due 08/13/19 §		750,000		749,531
Sprouts Farmers Markets Holdings LLC 4.000% due 04/23/20 §		6,025,626		6,051,988
Supervalu Inc
due 03/31/19 µ		3,000,000		2,995,782
5.000% due 03/21/19 §		2,185,336		2,182,264
U.S. Foods Inc 4.500% due 03/31/19 §		6,982,500		6,967,229
				75,362,187
Energy - 7.4%
Alinta Energy Finance Property Ltd Term B 6.375% due 08/13/19 §		2,815,789		2,715,477
Atlas Energy 6.500% due 07/31/19 §		4,000,000		4,040,000
Chesapeake Energy Corp 5.750% due 12/02/17 §		7,000,000		7,136,171
Crestwood Holdings LLC Term B-1 7.000% due 06/19/19 §		3,452,698		3,508,804
Exco Resources Inc 5.000% due 08/19/19 §		3,740,625		3,724,260
Foresight Energy LLC 5.500% due 08/21/20 §		2,750,000		2,732,812
HGIM Corp Term B 5.500% due 06/14/20 §		2,000,000		2,005,000
Moxie Liberty LLC Term B-1 7.500% due 08/21/20 §		2,250,000		2,247,187
Pacific Drilling SA 4.500% due 06/03/18 §		6,483,750		6,521,032
Peabody Energy 4.250% due 09/24/20 §		6,250,000		6,185,550

	Principal Amount		Value
Samson Investment Co
due 09/25/18 µ		$2,000,000		$2,007,250
(2nd Lien)
6.000% due 09/25/18 §		9,000,000		9,032,625
SES International Holdings Ltd 5.500% due 02/15/19 §		1,990,000		2,001,194
				53,857,362
Financials - 5.7%
Amwins Group LLC
due 09/06/19 µ		2,250,000		2,264,062
(1st Lien)
5.000% due 09/06/19 §		4,219,381		4,245,752
Capital Automotive LP
(2nd Lien)
6.000% due 04/30/20 §		1,000,000		1,026,250
Tranche B-1
4.000% due 04/10/19 §		6,484,220		6,512,588
Duff & Phelps Corp 4.500% due 04/23/20 §		1,995,000		1,997,494
First Data Corp Term B 4.180% due 09/24/18 §		1,000,000		993,125
Hub International Ltd Term B due 09/17/20 µ		8,250,000		8,280,938
ION Trading Technologies SARL
(1st Lien)
4.500% due 05/22/20 §		1,995,000		1,997,494
(2nd Lien)
8.250% due 05/22/21 §		1,000,000		1,005,625
Realogy Corp
0.029% due 10/10/16 §		45,211		45,324
0.045% due 10/10/13 §		58,169		58,315
Term B
4.500% due 02/21/20 §		7,462,500		7,524,685
ROC Finance LLC Term B 5.000% due 06/20/19 §		2,000,000		2,003,126
Stockbridge/SBE Holdings LLC Tranche B 13.000% due 05/02/17 §		3,333,333		3,568,667
				41,523,445
Health Care - 7.2%
American Renal Holdings Inc (2nd Lien) 8.500% due 03/20/20 §		1,000,000		973,750
Biomet Inc Term B-2 due 07/25/17 µ		5,000,000		5,020,315
ConvaTec Inc Term B due 12/22/16 µ		2,750,000		2,774,923
DaVita Inc Tranche B-2 4.000% due 11/01/19 §		1,240,625		1,247,448
DJO Finance LLC Term B 4.750% due 09/15/17 §		1,233,173		1,239,725
Generic Drug Holdings Inc 5.000% due 08/16/20 §		3,000,000		3,022,500
Iasis Healthcare LLC Term B-2 4.500% due 05/03/18 §		5,383,354		5,423,729
Par Pharmaceutical Cos Inc Term B-1 4.250% due 09/30/19 §		5,959,981		5,947,567
PRA International due 09/01/20 µ		5,000,000		4,992,970
Quintiles Transnational Corp Term B-2 4.000% due 06/08/18 §		8,320,405		8,330,706
RCHP Inc (1st Lien) 7.000% due 11/04/18 §		1,985,025		1,980,062
Valeant Pharmaceuticals International Inc
due 06/27/20 µ		7,000,000		7,060,158
Series E Tranche B
4.500% due 08/05/20 §		4,962,500		5,005,148
				53,019,001

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-16

PACIFIC LIFE FUNDS

PL FLOATING RATE INCOME FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Industrials - 21.7%
Accudyne Industries LLC 4.000% due 12/13/19 §		$4,967,475		$4,939,876
Air Medical Group Holdings Inc Term B-1 6.500% due 06/30/18 §		2,764,821		2,799,382
AlixPartners LLP
due 06/28/23 µ		2,800,000		2,854,250
5.000% due 07/10/20 §		4,736,275		4,783,638
(2nd Lien)
9.000% due 07/10/21 §		1,000,000		1,019,375
Allflex Holdings III Inc
(1st Lien)
5.250% due 07/17/20 §		6,750,000		6,781,644
(2nd Lien)
8.000% due 07/19/21 §		4,155,000		4,220,786
Alpha Topco Ltd (Facility B) 4.500% due 04/30/19 §		11,091,434		11,209,280
American Airlines Inc ‘B’ 4.750% due 06/27/14 §		5,985,000		5,955,075
American Builders & Contractors Supply Co Inc Term B 3.500% due 04/16/20 §		7,000,000		6,961,500
Apex Tool Group LLC 4.500% due 01/31/20 §		5,721,250		5,748,071
Beechcraft Holdings LLC 5.750% due 02/14/20 §		2,500,000		2,518,750
Bombardier Recreational Products Inc Term B 4.000% due 01/30/19 §		8,000,000		8,018,336
Ceridian Corp 4.429% due 05/09/17 §		7,500,000		7,512,502
Continental Building Products LLC (1st Lien) 4.500% due 08/28/20 §		2,000,000		2,002,500
CPG International Inc due 09/23/20 µ		4,750,000		4,729,219
Gardner Denver Inc 4.250% due 07/30/20 §		7,350,000		7,292,832
Husky Injection Molding Systems Ltd Term B 4.250% due 06/30/18 §		3,000,000		3,004,689
LM US Member LLC
(1st Lien)
5.750% due 10/25/19 §		1,372,441		1,384,022
(Canadian)
5.750% due 10/25/19 §		116,309		117,290
McJunkin Red Man Corp 6.000% due 11/08/19 §		6,947,412		7,003,860
Osmose Holdings Inc 4.750% due 11/26/18 §		2,235,641		2,243,092
Rexnord LLC Term B 4.000% due 08/21/20 §		7,000,000		6,930,000
Roofing Supply Group LLC 5.000% due 05/31/19 §		2,984,962		2,996,156
Sequa Corp 5.250% due 06/19/17 §		992,500		997,256
Spotless Pacific Industries due 09/24/18 µ		3,200,000		3,212,000
SRS Distribution Inc 4.750% due 09/01/19 §		3,491,250		3,497,070
The SI Organization Inc Tranche B 5.500% due 11/22/16 §		2,487,500		2,462,625
Tomkins PLC
(1st Lien)
5.000% due 11/09/18 §		6,369,381		6,422,457
(2nd Lien)
9.250% due 05/11/20 §		3,570,000		3,641,400
Transdigm Inc Term C 3.750% due 02/28/20 §		11,471,106		11,453,899
US Infrastructure (1st Lien) 4.750% due 07/10/20 §		4,239,375		4,248,914
WESCO Distribution Inc Tranche B -1 4.500% due 12/12/19 §		9,527,133		9,587,868
				158,549,614

	Principal Amount		Value
Information Technology - 7.4%
BMC Software Finance Inc 5.000% due 09/10/20 §		$7,250,000		$7,267,219
CCC Holdings Inc 4.000% due 12/20/19 §		9,215,509		9,189,595
Dell Inc Term B due 09/10/19 µ		7,000,000		6,895,728
Freescale Semiconductor Inc Tranche B-5 5.000% due 01/15/21 §		1,800,000		1,805,251
Infor Inc Tranche B-2 5.250% due 04/05/18 §		11,856,151		11,915,431
Kronos Inc (1st Lien) 4.500% due 10/30/19 §		1,985,000		1,997,406
Moneygram International Inc 4.250% due 03/27/20 §		4,477,500		4,484,028
NXP BV Tranche C 4.750% due 01/10/20 §		6,242,501		6,347,843
STG-Fairway Acquisitions Inc (1st Lien) 6.250% due 02/28/19 §		1,990,000		1,997,463
SunGard Data Systems Inc Tranche D 4.500% due 01/31/20 §		1,839,607		1,858,739
				53,758,703
Materials - 7.9%
Berry Plastics Corp Term D
due 01/31/20 µ		2,000,000		1,983,750
3.500% due 02/28/20 §		4,898,461		4,858,661
FMG Resources Property Ltd 5.250% due 10/18/17 §		10,441,046		10,496,811
FPC Holdings Inc (1st Lien) 5.250% due 11/19/19 §		992,500		962,725
MacDermid Inc Tranche B
(1st Lien)
4.000% due 06/07/20 §		3,554,665		3,562,443
(2nd Lien)
7.750% due 12/07/20 §		750,000		761,250
Pact Group Inc 3.750% due 05/29/20 §		1,995,000		1,971,309
Quikrete Holdings Inc
(1st Lien)
due 09/18/20 µ		5,500,000		5,519,751
(2nd Lien)
due 03/19/21 µ		500,000		510,000
Ranpak Corp
(1st Lien)
4.500% due 04/23/19 §		1,458,142		1,469,078
(2nd Lien)
8.500% due 04/23/20 §		750,000		772,500
Royal Adhesives & Sealants LLC Term B (1st Lien) 5.500% due 07/26/18 §		5,250,000		5,299,219
Tronox Inc Term B (Netherlands) 4.500% due 03/19/20 §		4,987,500		5,024,906
Univar Inc Term B 5.000% due 06/30/17 §		4,969,411		4,803,467
USI Inc
due 12/27/19 µ		2,500,000		2,515,625
5.000% due 12/27/19 §		7,287,313		7,332,859
				57,844,354
Telecommunication Services - 6.2%
Cincinnati Bell Tranche B 4.000% due 09/10/20 §		1,750,000		1,733,958
Cricket Communication Inc
4.750% due 10/01/19 §		3,478,725		3,483,073
Term C
4.750% due 03/08/20 §		7,730,625		7,743,048
Integra Telecom Holdings Inc 5.250% due 02/22/19 §		1,990,000		2,005,548

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-17

PACIFIC LIFE FUNDS

PL FLOATING RATE INCOME FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Level 3 Financing Inc
Tranche B
due 01/15/20 µ		$11,300,000		$11,326,419
Tranche B-II
4.750% due 08/01/19 §		10,290,000		10,332,786
Tranche B-III
4.750% due 08/01/19 §		2,500,000		2,505,625
WaveDivision Holdings LLC due 10/12/19 µ		6,000,000		6,011,250
				45,141,707
Utilities - 2.0%
Dynergy Inc Tranche B-2 4.000% due 04/23/20 §		4,201,010		4,200,136
La Frontera 4.500% due 09/30/20 §		3,278,207		3,294,598
Panda Temple Power II LLC 7.250% due 04/03/19 §		1,000,000		1,021,250
Power Borrower LLC
(1st Lien)
4.250% due 05/06/20 §		4,876,667		4,827,900
(2nd Lien)
8.250% due 11/06/20 §		1,500,000		1,495,000
				14,838,884
Total Senior Loan Notes (Cost $675,827,091)				675,738,533
	Shares
SHORT-TERM INVESTMENT - 10.5%
Money Market Fund - 10.5%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		76,684,080		76,684,080
Total Short-Term Investment (Cost $76,684,080)				76,684,080
TOTAL INVESTMENTS - 106.9% (Cost $781,231,122)				780,733,113
OTHER ASSETS & LIABILITIES, NET - (6.9%)				(50,537,973	)
NET ASSETS - 100.0%				$730,195,140

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Industrials	22.1%
Consumer Discretionary	17.8%
Consumer Staples	11.0%
Short-Term Investment	10.5%
Materials	8.5%
Energy	7.4%
Information Technology	7.4%
Health Care	7.2%
Telecommunication Services	6.8%
Financials	6.2%
Others (each less than 3.0%)	2.0%
	106.9%
Other Assets & Liabilities, Net	(6.9%	)
	100.0%

(b) As of September 30, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

BBB	0.7%
BB	30.3%
B	58.8%
CCC	4.3%
Not Rated	5.9%
	100.0%

(c) Pursuant to the terms of the following senior loan agreements, the fund had unfunded loan commitments of $785,556 or less than 0.1% of net assets as of September 30, 2013, which could be extended at the option of the borrower:

Borrower	Unfunded Loan Commitments		Value		Unrealized Appreciation (Depreciation)
Alinta Energy Property Ltd		$175,000		$177,764		$2,764
Power Buyer LLC		610,556		605,000		(5,556	)
		$785,556		$782,764		($2,792	)

(d) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013			Level 1 Quoted Price		Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$28,310,500			$—		$25,460,500			$2,850,000
	Senior Loan Notes		675,738,533			—		675,738,533			—
	Short-Term Investment		76,684,080			76,684,080		—			—
	Unfunded Loan Commitment		2,764			—		2,764			—
	Total Assets		780,735,877			76,684,080		701,201,797			2,850,000
Liabilities	Unfunded Loan Commitment		(5,556	)		—		(5,556	)		—
	Total Liabilities		(5,556	)		—		(5,556	)		—
	Total		$780,730,321			$76,684,080		$701,196,241			$2,850,000

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-18

PACIFIC LIFE FUNDS

PL LIMITED DURATION HIGH INCOME FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Principal Amount		Value
CORPORATE BONDS & NOTES - 42.6%
Consumer Discretionary - 11.1%
Beazer Homes USA Inc 9.125% due 06/15/18		$200,000		$211,000
Burlington Holdings LLC 9.000% PIK due 02/15/18 ~		150,000		154,875
Cablevision Systems Corp 8.625% due 09/15/17		150,000		172,875
Cequel Communications Holdings I LLC 6.375% due 09/15/20 ~		200,000		205,000
Dana Holding Corp 6.500% due 02/15/19		150,000		160,125
Jo-Ann Stores Holdings Inc 9.750% PIK due 10/15/19 ~		200,000		206,500
Landry’s Inc 9.375% due 05/01/20 ~		150,000		159,000
MGM Resorts International 6.750% due 10/01/20		200,000		210,500
Michaels FinCo Holdings LLC 7.500% PIK due 08/01/18 ~		200,000		203,500
NCL Corp Ltd (Bermuda) 5.000% due 02/15/18 ~		150,000		150,375
Six Flags Entertainment Corp 5.250% due 01/15/21 ~		150,000		143,250
Standard Pacific Corp 6.250% due 12/15/21		200,000		200,250
The Goodyear Tire & Rubber Co 6.500% due 03/01/21		150,000		153,375
The Ryland Group Inc 6.625% due 05/01/20		150,000		156,000
Virgin Media Finance PLC (United Kingdom) 8.375% due 10/15/19		150,000		163,125
				2,649,750
Consumer Staples - 1.6%
Reynolds Group Issuer Inc 9.875% due 08/15/19		200,000		218,000
Spectrum Brands Inc 6.750% due 03/15/20		150,000		160,125
				378,125
Energy - 6.1%
Antero Resources Finance Corp 6.000% due 12/01/20		150,000		152,250
Chaparral Energy Inc 8.250% due 09/01/21		150,000		159,000
Chesapeake Energy Corp 6.625% due 08/15/20		150,000		162,000
EP Energy LLC 6.875% due 05/01/19		150,000		160,875
Peabody Energy Corp 6.000% due 11/15/18		150,000		150,375
Regency Energy Partners LP 6.500% due 07/15/21		150,000		158,250
SandRidge Energy Inc 7.500% due 03/15/21		150,000		152,250
Seadrill Ltd (Bermuda) 5.625% due 09/15/17 ~		200,000		203,000
Whiting Petroleum Corp 5.000% due 03/15/19		150,000		150,750
				1,448,750

	Principal Amount		Value
Financials - 2.1%
Ally Financial Inc 4.750% due 09/10/18		$150,000		$149,524
First Data Corp 6.750% due 11/01/20 ~		150,000		156,000
Igloo Holdings Corp 8.250% PIK due 12/15/17 ~		200,000		206,500
				512,024
Health Care - 2.5%
Biomet Inc 6.500% due 08/01/20		150,000		155,625
DaVita Health Care Partners Inc 5.750% due 08/15/22		150,000		149,062
DJO Finance LLC 7.750% due 04/15/18		150,000		149,250
HCA Holdings Inc 6.250% due 02/15/21		150,000		152,813
				606,750
Industrials - 6.3%
Air Lease Corp 4.750% due 03/01/20		200,000		197,500
Avis Budget Car Rental LLC 4.875% due 11/15/17		160,000		164,000
HD Supply Inc 11.500% due 07/15/20		300,000		358,500
International Lease Finance Corp 6.250% due 05/15/19		150,000		158,250
The Hertz Corp 5.875% due 10/15/20		150,000		155,250
TransDigm Inc 7.750% due 12/15/18		150,000		160,500
United Airlines Pass-Through Trust ‘B’ 5.375% due 02/15/23		150,000		148,800
United Rentals North America Inc 7.375% due 05/15/20		150,000		162,375
				1,505,175
Information Technology - 2.0%
CDW LLC 8.500% due 04/01/19		150,000		166,500
Healthcare Technology Intermediate Inc 7.375% PIK due 09/01/18 ~		150,000		153,937
NXP BV (Netherlands) 3.750% due 06/01/18 ~		150,000		147,000
				467,437
Materials - 3.8%
Alphabet Holding Co Inc 7.750% PIK due 11/01/17		200,000		206,500
ArcelorMittal (Luxembourg) 10.350% due 06/01/19		150,000		185,250
FMG Resources Property Ltd (Australia) 6.000% due 04/01/17 ~		200,000		206,000
Graphic Packaging International Inc 4.750% due 04/15/21		150,000		146,250
Hexion U.S. Finance Corp 6.625% due 04/15/20		150,000		150,750
				894,750
Telecommunication Services - 4.8%
CenturyLink Inc 5.625% due 04/01/20		150,000		147,188
Hughes Satellite Systems Corp 7.625% due 06/15/21		150,000		162,375
Intelsat Luxembourg SA (Luxembourg) 7.750% due 06/01/21 ~		200,000		207,750

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-19

PACIFIC LIFE FUNDS

PL LIMITED DURATION HIGH INCOME FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Level 3 Financing Inc 7.000% due 06/01/20		$150,000		$152,250
MetroPCS Wireless Inc 6.250% due 04/01/21 ~		150,000		151,313
Sprint Communications Inc 9.000% due 11/15/18 ~		150,000		176,250
Telesat LLC (Canada) 6.000% due 05/15/17 ~		150,000		156,562
				1,153,688
Utilities - 2.3%
AES Corp 7.375% due 07/01/21		150,000		165,750
GenOn Energy Inc 9.875% due 10/15/20		150,000		166,125
NRG Energy Inc 7.625% due 01/15/18		200,000		222,500
				554,375
Total Corporate Bonds & Notes (Cost $10,218,840)				10,170,824
SENIOR LOAN NOTES - 55.2%
Consumer Discretionary - 12.6%
Boyd Gaming Corp Term B 4.000% due 08/14/20 §		250,000		250,104
Caesars Entertainment Operating Co Inc Term B-6 5.429% due 01/28/18 §		250,000		227,110
Clear Channel Communications Inc Tranche B 3.829% due 01/29/16 §		250,000		236,406
Hilton Worldwide Inc due 09/23/20 µ		300,000		300,031
Live Nation Entertainment Inc Term B-1 3.500% due 08/17/20 §		250,000		249,687
Oceania Cruises Inc Term B 6.750% due 07/02/20 §		250,000		251,094
Pinnacle Entertainment Inc Tranche B-2 3.750% due 08/13/20 §		249,375		249,998
Playa Resorts Holdings BV 4.750% due 08/09/19 §		250,000		252,031
RE/MAX LLC 4.000% due 07/31/20 §		249,375		250,076
Symphonyiri Group Inc due 09/30/20 µ		250,000		250,625
The Servicemaster Co Tranche B 4.440% due 01/31/17 §		249,369		244,070
Yonkers Racing Corp (1st Lien) 4.250% due 08/20/19 §		250,000		248,750
				3,009,982
Consumer Staples - 8.3%
Albertson’s LLC Term B-2 4.750% due 03/21/19 §		249,373		249,296
Crossmark Holdings Inc (1st Lien) 4.500% due 12/20/19 §		249,372		247,034
Performance Food Group Inc 6.250% due 11/14/19 §		249,375		247,505
Reddy Ice Corp Term B (1st Lien) 6.750% due 05/01/19 §		249,373		247,503
Rite Aid Corp Tranche 2 4.875% due 06/21/21 §		250,000		251,328
Spectrum Brands Inc Tranche C 3.500% due 08/13/19 §		250,000		249,844

	Principal Amount		Value
Sprouts Farmers Markets Holdings LLC 4.000% due 04/23/20 §		$248,785		$249,873
US Foods Inc 4.500% due 03/31/19 §		249,375		248,830
				1,991,213
Energy - 4.1%
Alinta Energy Finance Property Ltd Term B 6.375% due 08/13/19 §		234,649		226,290
Atlas Energy 6.500% due 07/31/19 §		250,000		252,500
Crestwood Holdings LLC Term B-1 7.000% due 06/19/19 §		246,621		250,629
Pacific Drilling SA 4.500% due 06/03/18 §		249,375		250,809
				980,228
Financials - 2.9%
Amwins Group LLC (1st Lien) due 09/06/19 µ		250,000		251,562
First Data Corp 4.180% due 03/24/17 §		200,000		199,350
HUB International Limited Term B due 09/17/20 µ		250,000		250,938
				701,850
Health Care - 4.4%
Biomet Inc Term B-2 due 07/25/17 µ		250,000		251,016
ConvaTec Inc Term B due 12/22/16 µ		250,000		252,266
Quintiles Transnational Corp Term B-2 4.000% due 06/08/18 §		250,000		250,310
Valeant Pharmaceuticals International due 08/05/20 µ		300,000		302,578
				1,056,170
Industrials - 12.6%
American Builders & Contractors Supply Co Term B 3.500% due 04/16/20 §		250,000		248,625
Accudyne Industries LLC 4.000% due 12/13/19 §		249,372		247,986
AlixPartners LLP due 07/10/21 µ		200,000		203,875
Term B-2 (1st Lien) 5.000% due 07/10/20 §		250,000		252,500
Alpha Topco Facility B 4.500% due 04/30/19 §		249,373		252,023
Bombardier Recreational Products Inc Term B 4.000% due 01/30/19 §		250,000		250,573
Ceridian Corp 4.429% due 05/09/17 §		250,000		250,417
CPG International Inc due 09/30/20 µ		250,000		248,906
Gardner Denver Inc 4.250% due 07/30/20 §		250,000		248,055
Generac Power Systems Inc Term B 3.500% due 05/31/20 §		250,000		248,229
Rexnord LLC/RBS Global Inc Term B 4.000% due 08/21/20 §		250,000		247,500
Spotless Holdings due 09/24/18 µ		300,000		301,125
				2,999,814
Information Technology - 5.0%
BMC Software Finance Inc 5.000% due 09/10/20 §		250,000		250,594
CCC Holdings Inc 4.000% due 12/20/19 §		249,372		248,671

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-20

PACIFIC LIFE FUNDS

PL LIMITED DURATION HIGH INCOME FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Dell Inc Term B due 09/10/19 µ		$250,000		$246,276
Freescale Semiconductor Inc Tranche B5 5.000% due 01/15/21 §		200,000		200,583
Infor US Inc Tranche B-3 due 06/03/20 µ		250,000		248,828
				1,194,952
Materials - 2.1%
Berry Plastics Corp Term D 3.500% due 02/08/20 §		249,373		247,347
Quikrete Cos Inc due 09/18/20 µ		250,000		250,898
				498,245
Telecommunication Services - 2.1%
Cincinnati Bell Inc Tranche B 4.000% due 09/10/20 §		250,000		247,708
Cricket Communications Inc Term C 4.750% due 03/08/20 §		249,375		249,776
				497,484
Utilities - 1.1%
Dynegy Inc Tranche B-2 4.000% due 04/23/20 §		249,375		249,323
Total Senior Loan Notes (Cost $13,192,505)				13,179,261
	Shares
SHORT-TERM INVESTMENT - 11.9%
Money Market Fund - 11.9%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		2,827,057		2,827,057
Total Short-Term Investment (Cost $2,827,057)				2,827,057
TOTAL INVESTMENTS - 109.7% (Cost $26,238,402)				26,177,142
OTHER ASSETS & LIABILITIES, NET - (9.7%)				(2,309,301	)
NET ASSETS - 100.0%				$23,867,841

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Consumer Discretionary	23.7%
Industrials	18.9%
Short-Term Investment	11.9%
Energy	10.2%
Consumer Staples	9.9%
Information Technology	7.0%
Health Care	6.9%
Telecommunication Services	6.9%
Materials	5.9%
Financials	5.0%
Utilities	3.4%
	109.7%
Other Assets & Liabilities, Net	(9.7%	)
	100.0%

(b) As of September 30, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

BBB	1.5%
BB	27.5%
B	56.1%
CCC	12.3%
Not Rated	2.6%
	100.0%

(c) Pursuant to the terms of the following senior loan agreement, the fund had an unfunded loan commitment of $14,583 or less than 0.1% of net assets as of September 30, 2013, which could be extended at the option of the borrower:

Borrower	Unfunded Loan Commitment		Value		Unrealized Appreciation
Alinta Energy Property Ltd		$14,583		$14,813		$230

(d) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$10,170,824		$—		$10,022,024		$148,800
	Senior Loan Notes		13,179,261		—		13,179,261		—
	Short-Term Investment		2,827,057		2,827,057		—		—
	Unfunded Loan Commitment		230		—		230		—
	Total		$26,177,372		$2,827,057		$23,201,515		$148,800

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-21

PACIFIC LIFE FUNDS

PL HIGH INCOME FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Shares		Value
COMMON STOCKS - 1.7%
Consumer Discretionary - 0.6%
Cedar Fair LP		370		$16,132
Ford Motor Co		950		16,027
Las Vegas Sands Corp		460		30,553
Lennar Corp ‘A’		460		16,284
MGM Resorts International *		1,030		21,053
Standard Pacific Corp *		1,940		15,345
				115,394
Energy - 0.1%
Concho Resources Inc *		190		20,674
Health Care - 0.1%
HCA Holdings Inc		450		19,238
Industrials - 0.4%
Canadian Pacific Railway Ltd (Canada)		200		24,660
Ply Gem Holdings Inc *		830		11,603
The ADT Corp		100		4,066
United Rentals Inc *		500		29,145
				69,474
Materials - 0.3%
Freeport-McMoRan Copper & Gold Inc		870		28,780
Louisiana-Pacific Corp *		1,050		18,469
				47,249
Telecommunication Services - 0.1%
Intelsat SA (Luxembourg) *		570		13,680
Utilities - 0.1%
NRG Energy Inc		650		17,765
Total Common Stocks (Cost $274,789)				303,474
EXCHANGE-TRADED FUND - 2.8%
PowerShares Senior Loan Portfolio		20,000		493,600
Total Exchange-Traded Fund (Cost $499,399)				493,600
	Principal Amount
CORPORATE BONDS & NOTES - 94.9%
Consumer Discretionary - 22.0%
99 Cents Only Stores 11.000% due 12/15/19		$100,000		112,500
Beazer Homes USA Inc
7.250% due 02/01/23		100,000		96,500
7.500% due 09/15/21 ~		100,000		98,000
9.125% due 06/15/18		75,000		79,125
9.125% due 05/15/19		25,000		26,500
Boyd Gaming Corp 9.000% due 07/01/20		100,000		109,000
Burlington Holdings LLC 9.000% PIK due 02/15/18 ~		100,000		103,250
Cablevision Systems Corp 8.625% due 09/15/17		150,000		172,875
Caesars Entertainment Operating Co Inc
9.000% due 02/15/20		100,000		94,500
10.000% due 12/15/18		25,000		13,250
11.250% due 06/01/17		50,000		50,875

	Principal Amount		Value
CCO Holdings LLC 5.750% due 09/01/23 ~		$150,000		$142,875
Cedar Fair LP
5.250% due 03/15/21 ~		125,000		119,844
9.125% due 08/01/18		50,000		55,062
Cequel Communications Holdings I LLC
5.125% due 12/15/21 ~		50,000		47,375
6.375% due 09/15/20 ~		100,000		102,500
Clear Channel Communications Inc 5.500% due 12/15/16		100,000		76,500
Clear Channel Worldwide Holdings Inc 6.500% due 11/15/22		73,000		74,825
Dana Holding Corp 6.500% due 02/15/19		50,000		53,375
DISH DBS Corp 5.125% due 05/01/20		50,000		49,750
General Motors Co
4.875% due 10/02/23 ~		50,000		49,125
6.250% due 10/02/43 ~		50,000		49,500
Griffey Intermediate Inc 7.000% due 10/15/20 ~		100,000		76,000
Hilton Worldwide Finance LLC 5.625% PIK due 10/15/21 ~		100,000		100,438
Jo-Ann Stores Holdings Inc 9.750% due 10/15/19 ~		75,000		77,438
Jo-Ann Stores Inc 8.125% due 03/15/19 ~		125,000		128,125
L Brands Inc 5.625% due 02/15/22		75,000		77,250
Landry’s Holdings II Inc 10.250% due 01/01/18 ~		50,000		52,625
Landry’s Inc 9.375% due 05/01/20 ~		50,000		53,000
MGM Resorts International
6.625% due 12/15/21		150,000		155,438
6.750% due 10/01/20		100,000		105,250
Michaels FinCo Holdings LLC 7.500% PIK due 08/01/18 ~		100,000		101,750
NCL Corp Ltd (Bermuda) 5.000% due 02/15/18 ~		100,000		100,250
NPC International Inc 10.500% due 01/15/20		100,000		114,500
Paris Las Vegas Holding LLC
8.000% due 10/01/20 ~		50,000		50,000
11.000% due 10/01/21 ~		50,000		50,000
Petco Holdings Inc 8.500% PIK due 10/15/17 ~		75,000		76,500
PNK Finance Corp 6.375% due 08/01/21 ~		50,000		51,250
ServiceMaster Co 8.000% due 02/15/20		50,000		49,750
Seven Seas Cruises S de RL LLC (Panama) 9.125% due 05/15/19		50,000		54,750
Sinclair Television Group Inc
5.375% due 04/01/21		50,000		47,750
6.375% due 11/01/21 ~		50,000		50,500
Six Flags Entertainment Corp 5.250% due 01/15/21 ~		75,000		71,625
Standard Pacific Corp 6.250% due 12/15/21		150,000		150,188
The Goodyear Tire & Rubber Co 6.500% due 03/01/21		50,000		51,125
The Ryland Group Inc 5.375% due 10/01/22		50,000		47,000
Toll Brothers Finance Corp 4.375% due 04/15/23		50,000		46,125
WCI Communities Inc 6.875% due 08/15/21 ~		50,000		48,125

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-22

PACIFIC LIFE FUNDS

PL HIGH INCOME FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Wolverine World Wide Inc 6.125% due 10/15/20		$50,000		$52,125
Woodside Homes Co LLC 6.750% due 12/15/21 ~		50,000		50,250
				3,866,233
Consumer Staples - 5.2%
Del Monte Corp 7.625% due 02/15/19		50,000		52,125
JBS USA LLC
7.250% due 06/01/21 ~		50,000		49,750
8.250% due 02/01/20 ~		50,000		52,875
Reynolds Group Issuer Inc
5.750% due 10/15/20		150,000		151,312
9.000% due 04/15/19		150,000		158,250
9.875% due 08/15/19		75,000		81,750
Rite Aid Corp
6.750% due 06/15/21 ~		50,000		52,187
9.250% due 03/15/20		50,000		57,000
Spectrum Brands Inc 6.750% due 03/15/20		50,000		53,375
Sun Merger Sub Inc 5.875% due 08/01/21 ~		50,000		50,813
Supervalu Inc 6.750% due 06/01/21 ~		50,000		47,750
US Foods Inc 8.500% due 06/30/19		100,000		105,875
				913,062
Energy - 17.8%
Access Midstream Partners LP 4.875% due 05/15/23		100,000		94,500
Antero Resources Finance Corp 6.000% due 12/01/20		125,000		126,875
Arch Coal Inc 7.250% due 06/15/21		50,000		38,125
Atlas Pipeline Partners LP
5.875% due 08/01/23 ~		50,000		47,250
6.625% due 10/01/20 ~		50,000		51,250
Atwood Oceanics Inc 6.500% due 02/01/20		100,000		105,250
Basic Energy Services Inc 7.750% due 02/15/19		100,000		101,500
Berry Petroleum Co 6.750% due 11/01/20		50,000		51,125
Chaparral Energy Inc 8.250% due 09/01/21		50,000		53,000
Chesapeake Energy Corp
6.125% due 02/15/21		50,000		52,125
6.625% due 08/15/20		50,000		54,000
Cimarex Energy Co 5.875% due 05/01/22		50,000		50,750
Concho Resources Inc
5.500% due 10/01/22		100,000		100,250
6.500% due 01/15/22		50,000		53,875
EP Energy LLC 7.750% due 09/01/22		50,000		54,500
EV Energy Partners LP 8.000% due 04/15/19		50,000		50,250
Exterran Partners LP 6.000% due 04/01/21 ~		90,000		87,750
Forum Energy Technologies Inc 6.250% due 10/01/21 ~		100,000		100,875
Genesis Energy LP 5.750% due 02/15/21		50,000		49,250
Halcon Resources Corp 8.875% due 05/15/21		100,000		103,000
Hercules Offshore Inc 7.500% due 10/01/21 ~		100,000		100,500

	Principal Amount		Value
Hiland Partners LP 7.250% due 10/01/20 ~		$100,000		$104,750
Hilcorp Energy I LP 7.625% due 04/15/21 ~		50,000		53,750
Kodiak Oil & Gas Corp (Canada) 5.500% due 01/15/21 ~		50,000		49,375
Linn Energy LLC 7.750% due 02/01/21		100,000		101,000
MEG Energy Corp (Canada)
6.375% due 01/30/23 ~		50,000		49,250
6.500% due 03/15/21 ~		50,000		50,625
Newfield Exploration Co 5.625% due 07/01/24		50,000		48,625
Oasis Petroleum Inc
6.500% due 11/01/21		50,000		53,000
6.875% due 03/15/22 ~		50,000		52,875
Pacific Drilling SA (Luxembourg) 5.375% due 06/01/20 ~		75,000		73,313
Peabody Energy Corp 6.000% due 11/15/18		100,000		100,250
QEP Resources Inc 5.250% due 05/01/23		50,000		46,875
Regency Energy Partners LP
5.500% due 04/15/23		50,000		48,250
5.750% due 09/01/20		100,000		100,625
6.500% due 07/15/21		50,000		52,750
Sabine Pass Liquefaction LLC
5.625% due 02/01/21 ~		100,000		98,375
5.625% due 04/15/23 ~		100,000		96,375
Samson Investment Co 10.250% due 02/15/20 ~		100,000		106,500
Sanchez Energy Corp 7.750% due 06/15/21 ~		50,000		49,000
SandRidge Energy Inc 7.500% due 03/15/21		100,000		101,500
SESI LLC 6.375% due 05/01/19		100,000		106,250
Tervita Corp (Canada) 8.000% due 11/15/18 ~		50,000		50,438
				3,119,751
Financials - 7.6%
Ally Financial Inc 4.750% due 09/10/18		100,000		99,682
CIT Group Inc 5.250% due 03/15/18		75,000		78,937
Denali Borrower LLC 5.625% due 10/15/20 ~		50,000		48,812
DuPont Fabros Technology LP REIT 5.875% due 09/15/21 ~		100,000		100,500
First Data Corp
6.750% due 11/01/20 ~		75,000		78,000
10.625% due 06/15/21 ~		50,000		51,000
12.625% due 01/15/21		75,000		82,875
HBOS PLC (United Kingdom) 6.000% due 11/01/33 ~		50,000		47,329
Hockey Merger Sub 2 Inc 7.875% due 10/01/21 ~		100,000		100,625
Igloo Holdings Corp 8.250% PIK due 12/15/17 ~		50,000		51,625
Liberty Mutual Group Inc 7.800% due 03/07/87 ~		75,000		81,375
MPH Intermediate Holding Co 2 8.375% PIK due 08/01/18 ~		50,000		51,406
Neuberger Berman Group LLC 5.875% due 03/15/22 ~		50,000		50,500
Nuveen Investments Inc
9.125% due 10/15/17 ~		25,000		24,687
9.500% due 10/15/20 ~		75,000		73,687

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-23

PACIFIC LIFE FUNDS

PL HIGH INCOME FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
RBS Capital Trust II 6.425% due 12/29/49 §		$50,000		$45,750
RHP Hotel Properties LP REIT 5.000% due 04/15/21 ~		25,000		23,562
Royal Bank of Scotland Group PLC (United Kingdom) 6.125% due 12/15/22		50,000		50,566
SLM Corp 6.000% due 01/25/17		50,000		53,250
The Geo Group Inc REIT 5.875% due 01/15/22 ~		50,000		49,563
The Howard Hughes Corp 6.875% due 10/01/21 ~		100,000		100,244
				1,343,975
Health Care - 6.8%
Biomet Inc
6.500% due 08/01/20		50,000		51,875
6.500% due 10/01/20		50,000		50,937
CHS/Community Health Systems Inc 8.000% due 11/15/19		50,000		52,687
DaVita Health Care Partners Inc 5.750% due 08/15/22		100,000		99,375
DJO Finance LLC 7.750% due 04/15/18		50,000		49,750
Fresenius Medical Care US Finance II Inc 5.875% due 01/31/22 ~		100,000		103,000
HCA Holdings Inc 6.250% due 02/15/21		150,000		152,812
HCA Inc 6.500% due 02/15/16		50,000		54,313
Jaguar Holding Co I 9.375% PIK due 10/15/17 ~		100,000		106,250
Par Pharmaceutical Cos Inc 7.375% due 10/15/20 ~		50,000		51,937
Prospect Medical Holdings Inc 8.375% due 05/01/19 ~		75,000		79,125
Tenet Healthcare Corp
4.750% due 06/01/20		50,000		48,375
6.000% due 10/01/20 ~		50,000		51,219
8.000% due 08/01/20		50,000		53,125
8.125% due 04/01/22 ~		50,000		52,313
Valeant Pharmaceuticals International Inc
6.375% due 10/15/20 ~		75,000		78,375
6.750% due 08/15/18 ~		50,000		53,750
				1,189,218
Industrials - 10.2%
ADS Waste Holdings Inc 8.250% due 10/01/20 ~		75,000		79,500
Ahern Rentals Inc 9.500% due 06/15/18 ~		50,000		52,875
Air Canada Pass-Through Trust ‘B’ (Canada) 5.375% due 11/15/22 ~		100,000		97,060
Allegion US Holding Co Inc 5.750% due 10/01/21 ~		100,000		101,500
Avis Budget Car Rental LLC 8.250% due 01/15/19		100,000		109,000
BC Mountain LLC 7.000% due 02/01/21 ~		50,000		49,875
Bombardier Inc (Canada)
5.750% due 03/15/22 ~	��	100,000		99,750
6.125% due 01/15/23 ~		50,000		50,250
British Airways PLC (United Kingdom) 5.625% due 12/20/21 ~		50,000		51,375
CPG Merger Sub LLC 8.000% due 10/01/21 ~		50,000		51,063
HD Supply Inc
8.125% due 04/15/19		50,000		55,750
11.500% due 07/15/20		100,000		119,500

	Principal Amount		Value
International Lease Finance Corp 6.250% due 05/15/19		$75,000		$79,125
Nortek Inc 8.500% due 04/15/21		50,000		54,625
Roofing Supply Group LLC 10.000% due 06/01/20 ~		50,000		56,250
The ADT Corp 6.250% due 10/15/21 ~		150,000		152,438
The Hertz Corp 5.875% due 10/15/20		100,000		103,500
TransDigm Inc 7.750% due 12/15/18		50,000		53,500
United Airlines Pass-Through Trust ‘B’ 5.375% due 02/15/23		50,000		49,600
United Rentals North America Inc
5.750% due 07/15/18		50,000		52,750
8.375% due 09/15/20		200,000		222,500
US Airways Pass-Through Trust ‘B’ 5.375% due 05/15/23		50,000		47,500
				1,789,286
Information Technology - 2.6%
Advanced Micro Devices Inc 7.500% due 08/15/22		50,000		48,125
BMC Software Finance Inc 8.125% due 07/15/21 ~		50,000		52,125
CDW LLC 8.500% due 04/01/19		75,000		83,250
Equinix Inc 4.875% due 04/01/20		100,000		97,500
Freescale Semiconductor Inc
5.000% due 05/15/21 ~		50,000		47,750
8.050% due 02/01/20		50,000		52,875
Healthcare Technology Intermediate Inc 7.375% PIK due 09/01/18 ~		75,000		76,969
				458,594
Materials - 12.7%
AK Steel Corp
8.375% due 04/01/22		50,000		42,375
8.750% due 12/01/18		25,000		27,375
Alphabet Holding Co Inc 7.750% PIK due 11/01/17		50,000		51,625
APERAM (Luxembourg) 7.750% due 04/01/18 ~		175,000		173,250
ArcelorMittal (Luxembourg)
6.000% due 03/01/21		200,000		206,500
7.250% due 03/01/41		50,000		46,250
Ardagh Packaging Finance PLC (Ireland) 9.125% due 10/15/20 ~		175,000		185,875
BOE Intermediate Holding Corp 9.000% PIK due 11/01/17 ~		50,000		52,500
BOE Merger Corp 9.500% PIK due 11/01/17 ~		50,000		52,250
Chemtura Corp 5.750% due 07/15/21		50,000		50,125
Eldorado Gold Corp (Canada) 6.125% due 12/15/20 ~		75,000		72,750
FMG Resources Property Ltd (Australia)
6.000% due 04/01/17 ~		100,000		103,000
6.875% due 04/01/22 ~		50,000		50,250
7.000% due 11/01/15 ~		75,000		77,531
8.250% due 11/01/19 ~		75,000		81,188
Graphic Packaging International Inc 4.750% due 04/15/21		100,000		97,500
Hexion U.S. Finance Corp
6.625% due 04/15/20		50,000		50,250
9.000% due 11/15/20		100,000		98,250
Louisiana-Pacific Corp 7.500% due 06/01/20		50,000		54,437

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-24

PACIFIC LIFE FUNDS

PL HIGH INCOME FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Mustang Merger Corp 8.500% due 08/15/21 ~		$50,000		$49,750
New Gold Inc (Canada) 6.250% due 11/15/22 ~		50,000		48,875
Novelis Inc (Canada)
8.375% due 12/15/17		50,000		53,813
8.750% due 12/15/20		100,000		110,250
Sappi Papier Holding GmbH (Austria) 8.375% due 06/15/19 ~		75,000		78,656
Sealed Air Corp 8.375% due 09/15/21 ~		100,000		113,750
TPC Group Inc 8.750% due 12/15/20 ~		100,000		102,750
Tronox Finance LLC 6.375% due 08/15/20		100,000		99,500
				2,230,625
Telecommunication Services - 6.8%
CenturyLink Inc 5.625% due 04/01/20		50,000		49,062
Crown Castle International Corp 5.250% due 01/15/23		50,000		46,250
Digicel Ltd (Bermuda) 7.000% due 02/15/20 ~		75,000		75,000
Frontier Communications Corp 7.125% due 01/15/23		50,000		50,375
Hughes Satellite Systems Corp 7.625% due 06/15/21		100,000		108,250
Intelsat Jackson Holdings SA (Luxembourg) 6.625% due 12/15/22 ~		100,000		99,750
Intelsat Luxembourg SA (Luxembourg) 7.750% due 06/01/21 ~		250,000		259,688
Level 3 Financing Inc 7.000% due 06/01/20		100,000		101,500
MetroPCS Wireless Inc 6.250% due 04/01/21 ~		50,000		50,437
Sprint Capital Corp 6.875% due 11/15/28		50,000		44,875
Sprint Communications Inc
9.000% due 11/15/18 ~		100,000		117,500
9.125% due 03/01/17		50,000		57,750
Sprint Corp
7.250% due 09/15/21 ~		50,000		50,625
7.875% due 09/15/23 ~		25,000		25,563
Telesat LLC (Canada) 6.000% due 05/15/17 ~		50,000		52,188
				1,188,813
Utilities - 3.2%
AES Corp 7.375% due 07/01/21		100,000		110,500
Calpine Corp 7.500% due 02/15/21 ~		92,000		98,210
GenOn Energy Inc 9.875% due 10/15/20		50,000		55,375
NRG Energy Inc 7.625% due 01/15/18		225,000		250,312
Wind Acquisition Holdings Finance SA (Luxembourg) 12.250% PIK due 07/15/17 ~		53,062		52,664
				567,061
Total Corporate Bonds & Notes (Cost $16,548,913)				16,666,618

	Shares		Value
SHORT-TERM INVESTMENT - 3.4%
Money Market Fund - 3.4%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		589,415		$589,415
Total Short-Term Investment (Cost $589,415)				589,415
TOTAL INVESTMENTS - 102.8% (Cost $17,912,516)				18,053,107
OTHER ASSETS & LIABILITIES, NET - (2.8%)				(499,215	)
NET ASSETS - 100.0%				$17,553,892

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Consumer Discretionary	22.6%
Energy	17.9%
Materials	13.0%
Industrials	10.6%
Financials	7.6%
Health Care	6.9%
Telecommunication Services	6.9%
Consumer Staples	5.2%
Short-Term Investment	3.4%
Utilities	3.3%
Others (each less than 3.0%)	5.4%
	102.8%
Other Assets & Liabilities, Net	(2.8%	)
	100.0%

(b) As of September 30, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

BBB	2.0%
BB	32.0%
B	39.5%
CCC	24.8%
Not Rated	1.7%
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-25

PACIFIC LIFE FUNDS

PL HIGH INCOME FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

(c) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks (1)		$303,474		$303,474		$—		$—
	Exchange-Traded Fund		493,600		493,600		—		—
	Corporate Bonds & Notes		16,666,618		—		16,421,083		245,535
	Short-Term Investment		589,415		589,415		—		—
	Total		$18,053,107		$1,386,489		$16,421,083		$245,535

The following is a reconciliation of investments for significant unobservable inputs (Level 3) used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) for the six-month period ended September 30, 2013:

	Corporate Bonds & Notes
Value, Beginning of Period		$161,508
Purchases		250,437
Sales		(154,988	)
Accrued Discounts (Premiums)		(1,260	)
Net Realized Gains		1,046
Change in Net Unrealized Depreciation		(11,208	)
Transfers In		—
Transfers Out		—
Value, End of Period		$245,535
Change in Net Unrealized Depreciation on Level 3 Investments Held at the End of Period, if Applicable		($4,322	)

The significant unobservable inputs were provided by a vendor-priced single broker quote.

(1) For equity investments categorized in a single level, refer to the schedule of investments for further industry breakout.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-26

PACIFIC LIFE FUNDS

PL MONEY MARKET FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Principal Amount		Value
SHORT-TERM INVESTMENTS - 97.1%
Commercial Paper - 81.8%
3M Co 0.050% due 11/18/13		$750,000		$749,950
Abbott Laboratories 0.060% due 11/27/13		1,100,000		1,099,896
Bank of Montreal (Canada) 0.070% due 10/04/13		1,400,000		1,399,992
Bank of Nova Scotia NY 0.090% due 11/18/13		900,000		899,892
EI du Pont de Nemours & Co
0.050% due 10/29/13		600,000		599,977
0.060% due 10/30/13		850,000		849,959
General Electric Capital Corp
0.060% due 10/07/13		500,000		499,995
0.070% due 01/02/14		1,000,000		999,819
Google Inc
0.030% due 10/16/13		750,000		749,991
0.040% due 10/08/13		750,000		749,994
Honeywell International Inc 0.090% due 12/26/13		1,200,000		1,199,742
International Business Machines Corp
0.030% due 10/02/13		1,000,000		999,999
0.030% due 10/08/13		250,000		249,999
Johnson & Johnson 0.030% due 11/08/13		1,500,000		1,499,952
Kimberly-Clark Worldwide Inc 0.030% due 10/15/13		600,000		599,993
L’Oreal USA Inc 0.040% due 10/28/13		750,000		749,977
Medtronic Inc 0.060% due 11/19/13		1,400,000		1,399,886
Nestle Capital Corp 0.060% due 01/06/14		1,000,000		999,838
Parker Hannifin Corp 0.050% due 10/01/13		1,500,000		1,500,000
PepsiCo Inc 0.060% due 10/28/13		1,300,000		1,299,941
Philip Morris International Inc 0.040% due 10/18/13		1,250,000		1,249,976
Praxair Inc
0.020% due 10/04/13		750,000		749,999
0.050% due 10/09/13		250,000		249,997
Roche Holdings Inc 0.030% due 10/17/13		1,000,000		999,987
The Coca-Cola Co
0.100% due 01/14/14		800,000		799,767
0.110% due 10/18/13		700,000		699,964
The Procter & Gamble Co
0.040% due 10/02/13		750,000		749,999
0.070% due 12/03/13		750,000		749,908

	Principal Amount		Value
Toronto-Dominion Holdings USA Inc 0.120% due 10/16/13		$750,000		$749,962
United Parcel Service Inc 0.001% due 10/07/13		750,000		750,000
Wal-Mart Stores Inc 0.060% due 11/12/13		1,500,000		1,499,895
				28,348,246
U.S. Treasury Bills - 15.1%
0.027% due 10/24/13		1,500,000		1,499,974
0.035% due 10/03/13		1,250,000		1,249,997
0.040% due 01/02/14		1,000,000		999,897
0.046% due 11/07/13		1,500,000		1,499,929
				5,249,797
	Shares
Money Market Fund - 0.2%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		64,592		64,592
Total Short-Term Investments (Amortized Cost $33,662,635)				33,662,635
TOTAL INVESTMENTS - 97.1% (Amortized Cost $33,662,635)				33,662,635
OTHER ASSETS & LIABILITIES, NET - 2.9%				1,012,800
NET ASSETS - 100.0%				$34,675,435

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Commercial Paper	81.8	%
U.S. Treasury Bills	15.1	%
Others (each less than 3.0%)	0.2	%
	97.1	%
Other Assets & Liabilities, Net	2.9	%
	100.0	%

(b) As of September 30, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

A-1 (Short-Term Debt Only) 100.0 % 

(c) Short-term investments reflect either the stated coupon rate or the annualized effective yield on the date of purchase for discounted investments.

(d) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Short-Term Investments		$33,662,635		$64,592		$33,598,043		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-28

A-27

PACIFIC LIFE FUNDS

Schedule of Investments (Continued)

Explanation of Symbols and Terms

September 30, 2013 (Unaudited)

Explanation of Symbols:
*	Non-income producing investments.
~	Securities are not registered under the Securities Act of 1933 (1933 Act). These securities are either (1) exempt from registration pursuant to Rule 144A under the 1933 Act and may only be sold to “qualified institutional buyers”, or (2) the securities comply with Regulation S rules governing offers and sales made outside the United States without registration under the 1933 Act and contain certain restrictions as to public resale.
§	Variable rate investments. The rate shown is based on the latest available information as of September 30, 2013. For senior loan notes, the rate shown may represent a weighted average interest rate.
µ	Unsettled position. Contract rates do not take effect until settlement date.
Other Abbreviations:
PIK	Payment-In-Kind
REIT	Real Estate Investment Trust

Note:

The countries listed in the Schedules of Investments are based on country of incorporation.

See Notes to Financial Statements

A-28

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES

September 30, 2013 (Unaudited)

		PL Portfolio Optimization Funds
		Conservative Fund			Moderate- Conservative Fund			Moderate Fund			Moderate- Aggressive Fund			Aggressive Fund
ASSETS
Investments in affiliated mutual funds, at cost			$463,681,766			$481,491,262			$1,215,215,436			$768,047,169			$203,959,809
Investments in affiliated mutual funds, at value			$496,221,094			$541,115,812			$1,439,599,135			$964,630,241			$279,755,598
Receivables:
	Fund shares sold		1,065,186			1,712,185			4,901,307			3,171,406			695,793
	Securities sold		—			—			—			—			1,055,242
	Due from adviser		41,141			39,806			103,040			70,881			21,119
Prepaid expenses and other assets			7,408			17,793			33,945			20,633			10,698
Total Assets			497,334,829			542,885,596			1,444,637,427			967,893,161			281,538,450
LIABILITIES
Payables:
	Fund shares redeemed		1,202,460			642,429			2,366,980			1,541,985			1,541,975
	Securities purchased		317,678			845,459			1,267,235			939,912			—
	Accrued advisory fees		81,487			88,172			233,892			156,697			45,645
	Accrued administration fees		61,115			66,129			175,419			117,523			34,234
	Accrued support service expenses		38,715			38,129			97,428			65,541			19,059
	Accrued transfer agency out-of-pocket expenses		21,265			21,928			61,756			49,240			16,484
	Accrued legal, audit and tax service fees		44,355			43,474			111,603			75,093			21,757
	Accrued trustees’ fees and expenses and deferred compensation		1,542			1,436			3,441			2,221			513
	Accrued distribution and/or service fees		53,142			55,199			141,133			95,404			27,241
	Accrued other		28,861			28,301			73,996			49,191			13,474
Total Liabilities			1,850,620			1,830,656			4,532,883			3,092,807			1,720,382
NET ASSETS			$495,484,209			$541,054,940			$1,440,104,544			$964,800,354			$279,818,068
NET ASSETS CONSIST OF:
Paid-in capital			$463,721,216			$486,889,216			$1,239,959,918			$812,095,350			$241,044,022
Accumulated net investment loss			(2,548,849	)		(2,569,542	)		(5,322,949	)		(3,071,063	)		(1,145,752	)
Undistributed/accumulated net realized gain (loss)			1,772,514			(2,889,284	)		(18,916,124	)		(40,807,005	)		(35,875,991	)
Net unrealized appreciation on investments			32,539,328			59,624,550			224,383,699			196,583,072			75,795,789
NET ASSETS			$495,484,209			$541,054,940			$1,440,104,544			$964,800,354			$279,818,068
Class A Shares:
	Net Assets		$220,013,089			$267,816,758			$744,080,912			$496,631,065			$146,207,640
	Shares of beneficial interest outstanding		19,400,768			21,831,100			55,119,188			35,339,790			10,176,442
	Net Asset Value per share*		$11.34			$12.27			$13.50			$14.05			$14.37
	Sales Charge (1)		0.66			0.71			0.79			0.82			0.84
	Maximum offering price per share		$12.00			$12.98			$14.29			$14.87			$15.21
Class B Shares:
	Net Assets		$40,895,018			$50,964,813			$146,954,904			$111,984,092			$35,322,091
	Shares of beneficial interest outstanding		3,661,276			4,205,083			10,999,857			8,065,950			2,516,630
	Net Asset Value and offering price per share*		$11.17			$12.12			$13.36			$13.88			$14.04
Class C Shares:
	Net Assets		$221,086,637			$214,159,918			$509,645,160			$332,702,840			$88,676,334
	Shares of beneficial interest outstanding		19,807,211			17,672,128			38,182,234			24,006,007			6,319,154
	Net Asset Value and offering price per share*		$11.16			$12.12			$13.35			$13.86			$14.03
Class R Shares:
	Net Assets		$11,043,760			$6,719,719			$29,178,719			$19,753,145			$7,764,627
	Shares of beneficial interest outstanding		978,657			549,930			2,168,337			1,409,026			544,055
	Net Asset Value per share		$11.28			$12.22			$13.46			$14.02			$14.27
Advisor Class:
	Net Assets		$2,445,705			$1,393,732			$10,244,849			$3,729,212			$1,847,376
	Shares of beneficial interest outstanding		215,428			113,472			758,050			264,984			128,382
	Net Asset Value per share		$11.35			$12.28			$13.51			$14.07			$14.39

* Redemption price per share is equal to the Net Asset Value per share less any applicable contingent deferred sales charge.

(1) The PL Portfolio Optimization Funds are subject to a maximum 5.50% front-end sales charge.

See Notes to Financial Statements

B-1

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

September 30, 2013 (Unaudited)

		PL Short Duration Income Fund		PL Income Fund			PL Strategic Income Fund			PL Floating Rate Income Fund			PL Limited Duration High Income Fund			PL High Income Fund
ASSETS
Investments, at cost			$66,422,250		$498,167,922			$43,669,845			$781,231,122			$26,238,402			$17,912,516
Investments, at value			$66,530,529		$488,059,354			$43,488,134			$780,733,113			$26,177,142			$18,053,107
Foreign currency held, at value (1)			—		—			6,467			—			—			808
Receivables:
	Dividends and interest		358,055		4,774,276			603,220			4,574,333			245,554			296,140
	Fund shares sold		189,032		847,037			383,983			18,664,676			—			37,720
	Securities sold		732,367		18,065,475			1,424,963			43,084,309			1,210,925			304,853
	Due from adviser		12,229		119,672			9,187			114,786			13,384			4,048
Unfunded loan commitment appreciation			—		—			—			—			230			—
Prepaid expenses and other assets			24,461		28,402			24,727			74,707			39,500			18,269
Total Assets			67,846,673		511,894,216			45,940,681			847,245,924			27,686,735			18,714,945
LIABILITIES
Payables:
	Fund shares redeemed		165,353		2,928,420			326,133			1,591,737			43			22,232
	Securities purchased		2,583,665		16,126,422			2,877,649			114,430,083			3,796,500			1,111,017
	Income distributions		21,453		252,432			20,643			380,756			611			4,977
	Accrued advisory fees		20,728		204,453			20,723			357,473			11,675			8,532
	Accrued administration fees		15,508		122,523			10,221			161,534			3,146			3,175
	Accrued support service expenses		3,878		44,968			3,878			21,872			458			1,191
	Accrued custodian fees and expenses		2,268		19,104			2,291			13,054			2,541			1,108
	Accrued transfer agency out-of-pocket expenses		1,144		24,271			852			6,218			423			573
	Accrued legal, audit and tax service fees		3,980		50,979			4,228			24,304			545			1,364
	Accrued trustees’ fees and expenses and deferred  compensation		95		347			95			267			—			10
	Accrued distribution and/or service fees		4,811		33,757			3,222			39,631			134			774
	Accrued other		5,680		39,096			8,906			21,063			2,818			6,100
Unfunded loan commitment depreciation			—		—			—			2,792			—			—
Total Liabilities			2,828,563		19,846,772			3,278,841			117,050,784			3,818,894			1,161,053
NET ASSETS			$65,018,110		$492,047,444			$42,661,840			$730,195,140			$23,867,841			$17,553,892
NET ASSETS CONSIST OF:
Paid-in capital			$64,674,599		$495,554,588			$41,169,225			$729,006,618			$23,920,419			$17,066,390
Undistributed net investment income			3,771		38,483			4,855			66,011			3,198			2,395
Undistributed net realized gain			231,461		6,562,941			1,669,643			1,623,312			5,254			344,496
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies			108,279		(10,108,568	)		(181,883	)		(500,801	)		(61,030	)		140,611
NET ASSETS			$65,018,110		$492,047,444			$42,661,840			$730,195,140			$23,867,841			$17,553,892
Class A Shares:
	Net Assets		$39,538,724		$274,811,054			$24,731,208			$314,065,488			$2,013,413			$4,885,525
	Shares of beneficial interest outstanding		3,809,859		26,026,034			2,242,131			30,126,493			201,795			446,720
	Net Asset Value per share*		$10.38		$10.56			$11.03			$10.42			$9.98			$10.94
	Sales Charge (2)		0.32		0.47			0.49			0.32			0.31			0.49
	Maximum offering price per share		$10.70		$11.03			$11.52			$10.74			$10.29			$11.43
Class C Shares:
	Net Assets		$19,330,283		$135,322,942			$13,528,749			$164,832,400			$311,827			$3,503,957
	Shares of beneficial interest outstanding		1,865,687		12,813,377			1,227,953			15,833,030			31,290			320,612
	Net Asset Value and offering price per share*		$10.36		$10.56			$11.02			$10.41			$9.97			$10.93
Class I Shares:
	Net Assets		$305,419		$1,142,645			$1,004,135			$46,956,210			$21,136,506			$8,879,993
	Shares of beneficial interest outstanding		29,465		108,114			91,464			4,497,197			2,119,133			817,776
	Net Asset Value per share		$10.37		$10.57			$10.98			$10.44			$9.97			$10.86
Class P Shares:
	Net Assets										$10,434
	Shares of beneficial interest outstanding										1,000
	Net Asset Value per share										$10.43
Advisor Class:
	Net Assets		$5,843,684		$80,770,803			$3,397,748			$204,330,608			$406,095			$284,417
	Shares of beneficial interest outstanding		563,084		7,634,389			307,981			19,546,094			40,735			25,981
	Net Asset Value per share		$10.38		$10.58			$11.03			$10.45			$9.97			$10.95

* Redemption price per share is equal to the Net Asset Value per share less any applicable contingent deferred sales charge.

(1) The cost of foreign currency for the PL Strategic Income and PL High Income Funds was $6,639 and $788, respectively.

(2) Class A shares of the PL Short Duration Income, PL Floating Rate Income and PL Limited Duration High Income Funds are subject to a maximum 3.00% front-end sales charge. Class A shares of the PL Income, PL Strategic Income and PL High Income Funds are subject to a maximum 4.25% front-end sales charge.

See Notes to Financial Statements

B-2

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

September 30, 2013 (Unaudited)

		PL Money Market Fund
ASSETS
Investments, at cost			$33,662,635
Investments, at value			$33,662,635
Receivables:
	Fund shares sold		1,287,064
	Due from adviser		413
Prepaid expenses and other assets			35,382
Total Assets			34,985,494
LIABILITIES
Payables:
	Fund shares redeemed		295,208
	Accrued support service expenses		2,384
	Accrued custodian fees and expenses		1,055
	Accrued transfer agency out-of-pocket expenses		1,875
	Accrued legal, audit and tax service fees		2,852
	Accrued trustees’ fees and expenses and deferred compensation		3,322
	Accrued distribution and/or service fees		297
	Accrued other		3,066
Total Liabilities			310,059
NET ASSETS			$34,675,435
NET ASSETS CONSIST OF:
Paid-in capital			$34,678,875
Accumulated net investment loss			(3,296	)
Accumulated net realized loss			(144	)
Net unrealized appreciation (depreciation) on investments			—
NET ASSETS			$34,675,435
Class A Shares:
	Net Assets		$30,860,590
	Shares of beneficial interest outstanding		30,871,548
	Net Asset Value and offering price per share*		$1.00
Class B Shares:
	Net Assets		$635,274
	Shares of beneficial interest outstanding		635,274
	Net Asset Value and offering price per share*		$1.00
Class C Shares:
	Net Assets		$3,179,571
	Shares of beneficial interest outstanding		3,179,571
	Net Asset Value and offering price per share*		$1.00

* Redemption price per share is equal to the Net Asset Value per share less any applicable contingent deferred sales charge.

See Notes to Financial Statements

B-3

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS

FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2013 (Unaudited)

		PL Portfolio Optimization Funds
		Conservative Fund			Moderate- Conservative Fund			Moderate Fund			Moderate- Aggressive Fund			Aggressive Fund
INVESTMENT INCOME
Total Investment Income (1)			$—			$—			$—			$—			$—
EXPENSES
Advisory fees			510,258			523,715			1,358,246			908,834			266,904
Administration fees			382,693			392,786			1,018,685			681,625			200,178
Support services expenses			44,837			43,926			112,324			75,705			22,138
Shareholder report expenses			29,108			28,756			73,894			49,616			14,301
Distribution and/or service fees (2)
	Class A		285,841			324,816			877,995			581,663			174,302
	Class B		209,978			252,936			709,024			544,162			170,582
	Class C		1,129,327			1,028,119			2,389,534			1,562,510			424,042
	Class R		29,149			16,574			74,491			48,162			18,431
Transfer agency out-of-pocket expenses			59,193			59,466			159,068			115,837			34,645
Registration fees			50,466			42,842			70,021			54,972			35,446
Legal, audit and tax service fees			38,617			38,256			97,943			65,773			19,027
Trustees' fees and expenses			8,849			8,708			22,236			14,968			4,365
Other			13,459			11,975			32,595			22,242			6,803
Total Expenses			2,791,775			2,772,875			6,996,056			4,726,069			1,391,164
Adviser Reimbursement (3)			(244,011	)		(234,738	)		(566,133	)		(398,391	)		(136,832	)
Net Expenses			2,547,764			2,538,137			6,429,923			4,327,678			1,254,332
NET INVESTMENT LOSS			(2,547,764	)		(2,538,137	)		(6,429,923	)		(4,327,678	)		(1,254,332	)
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
	Investment security transactions in affiliated mutual funds (1)		504,025			549,296			275,728			310,342			882,994
	Investment security transactions		18			19			49			33			10
	Net Realized Gain		504,043			549,315			275,777			310,375			883,004
Change In Net Unrealized Appreciation (Depreciation) On:
	Investment securities in affiliated mutual funds		(2,026,299	)		8,544,963			49,646,309			50,530,806			16,655,344
	Change in Net Unrealized Appreciation (Depreciation)		(2,026,299	)		8,544,963			49,646,309			50,530,806			16,655,344
NET GAIN (LOSS)			(1,522,256	)		9,094,278			49,922,086			50,841,181			17,538,348
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS			($4,070,020	)		$6,556,141			$43,492,163			$46,513,503			$16,284,016

(1) For the six-month period ended September 30, 2013, the PL Underlying Funds did not declare and pay dividends and capital gains distributions.

(2) The Advisor Class shares are not subject to distribution and service fees (see Notes 1 and 5 in Notes to Financial Statements).

(3) See Note 6B in Notes to Financial Statements.

See Notes to Financial Statements

B-4

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS (Continued)

FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2013 (Unaudited)

		PL Short Duration Income Fund			PL Income Fund			PL Strategic Income Fund			PL Floating Rate Income Fund			PL Limited Duration High Income Fund (1)			PL High Income Fund
INVESTMENT INCOME
Dividends, net of foreign taxes withheld			$231			$1,751			$17,646			$83,791			$92			$12,321
Interest, net of foreign taxes withheld			695,226			10,719,431			1,259,979			10,762,584			145,166			482,183
Other			297			91			202			5,149			397			—
Total Investment Income			695,754			10,721,273			1,277,827			10,851,524			145,655			494,504
EXPENSES
Advisory fees			108,982			1,410,010			139,835			1,501,050			24,633			49,645
Administration fees			79,132			844,835			63,425			679,541			6,025			18,160
Support services expenses			4,058			51,623			4,201			23,094			458			1,334
Custodian fees and expenses			2,762			18,558			2,226			14,326			2,541			1,347
Shareholder report expenses			2,988			33,816			2,988			18,200			144			1,013
Distribution and/or service fees (2)
	Class A		37,800			394,304			30,299			268,582			462			5,552
	Class C		80,372			770,102			55,855			562,219			159			14,944
Transfer agency out-of-pocket expenses			4,525			70,612			5,580			27,355			423			1,597
Registration fees			33,071			69,245			33,413		��	39,881			117			30,325
Legal, audit and tax service fees			4,129			44,979			4,055			24,335			580			1,200
Trustees' fees and expenses			846			10,058			853			4,760			97			264
Offering expenses			—			—			—			—			22,082			—
Other			8,017			26,405			14,549			20,279			2,623			14,315
Total Expenses			366,682			3,744,547			357,279			3,183,622			60,344			139,696
Advisory Fee Waiver (3)			—			—			—			—			(758	)		—
Adviser Reimbursement (4)			(85,038	)		(747,106	)		(84,676	)		(505,408	)		(27,511	)		(53,007	)
Net Expenses			281,644			2,997,441			272,603			2,678,214			32,075			86,689
NET INVESTMENT INCOME			414,110			7,723,832			1,005,224			8,173,310			113,580			407,815
NET REALIZED AND UNREALIZED GAIN (LOSS)
	Net Realized Gain (Loss) On:
	Investment security transactions		49,205			(161,481	)		741,724			577,929			5,254			122,125
	Net Realized Gain (Loss)		49,205			(161,481	)		741,724			577,929			5,254			122,125
Change In Net Unrealized Appreciation (Depreciation) On:
	Investment securities		(425,256	)		(20,277,080	)		(1,614,316	)		(3,785,030	)		(61,260	)		(488,275	)
	Unfunded loan commitments		—			—			—			(2,792	)		230			—
	Foreign currencies		—			—			(90	)		—			—			(11	)
	Change in Net Unrealized Depreciation		(425,256	)		(20,277,080	)		(1,614,406	)		(3,787,822	)		(61,030	)		(488,286	)
NET LOSS			(376,051	)		(20,438,561	)		(872,682	)		(3,209,893	)		(55,776	)		(366,161	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS			$38,059			($12,714,729	)		$132,542			$4,963,417			$57,804			$41,654
Foreign taxes withheld on dividends and interest			$—			$—			$142			$—			$—			$10

(1) Operations commenced on July 31, 2013.

(2) Class I, Class P and Advisor Class shares are not subject to distribution and service fees (see Notes 1 and 5 in Notes to Financial Statements).

(3) See Note 5 in Notes to Financial Statements.

(4) See Note 6B in Notes to Financial Statements.

See Notes to Financial Statements

B-5

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS (Continued)

FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2013 (Unaudited)

		PL Money Market Fund
INVESTMENT INCOME
Interest			$11,832
Total Investment Income			11,832
EXPENSES
Advisory fees			31,706
Administration fees			47,559
Support services expenses			2,834
Custodian fees and expenses			1,248
Shareholder report expenses			1,798
Distribution and/or service fees (1)
	Class A		36,020
	Class B		2,787
	Class C		11,662
Transfer agency out-of-pocket expenses			2,725
Registration fees			18,042
Legal, audit and tax service fees			2,362
Trustees' fees and expenses			545
Other			3,642
Total Expenses			162,930
Advisory Fee Waiver (2)			(31,706	)
Adviser Reimbursement (3)			(33,196	)
Administration Fee Waiver (2)			(47,559	)
Distribution and/or Service Fees Waiver (2)			(38,635	)
Net Expenses			11,834
NET INVESTMENT LOSS			(2	)
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
	Investment security transactions		1
	Net Realized Gain		1
Change In Net Unrealized Appreciation (Depreciation) On:
	Investment securities		—
	Change in Net Unrealized Appreciation (Depreciation)		—
NET GAIN			1
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS			($1	)

(1) See Notes 1 and 5 in Notes to Financial Statements.

(2) See Note 5 in Notes to Financial Statements.

(3) See Note 6B in Notes to Financial Statements.

See Notes to Financial Statements

B-6

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

		PL Portfolio Optimization Conservative Fund						PL Portfolio Optimization Moderate-Conservative Fund						PL Portfolio Optimization Moderate Fund
		Six-Month Period Ended September 30, 2013 (1)			Year Ended March 31, 2013			Six-Month Period Ended September 30, 2013 (1)			Year Ended March 31, 2013			Six-Month Period Ended September 30, 2013 (1)			Year Ended March 31, 2013
OPERATIONS
Net investment income (loss)			($2,547,764	)		$7,265,917			($2,538,137	)		$5,196,339			($6,429,923	)		$9,475,147
Net realized gain			504,043			12,903,068			549,315			9,791,165			275,777			18,784,514
Change in net unrealized appreciation (depreciation)			(2,026,299	)		7,744,436			8,544,963			15,270,220			49,646,309			62,333,092
Net Increase (Decrease) in Net Assets Resulting from Operations			(4,070,020	)		27,913,421			6,556,141			30,257,724			43,492,163			90,592,753
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
	Class A		—			(6,866,244	)		—			(5,343,531	)		—			(10,031,160	)
	Class B		—			(979,829	)		—			(813,926	)		—			(1,273,955	)
	Class C		—			(5,195,691	)		—			(3,133,431	)		—			(4,109,216	)
	Class R		—			(309,315	)		—			(133,452	)		—			(358,782	)
	Advisor Class		—			—			—			—			—			—
Net realized gains
	Class A		—			(975,567	)		—			—			—			—
	Class B		—			(168,822	)		—			—			—			—
	Class C		—			(881,825	)		—			—			—			—
	Class R		—			(47,188	)		—			—			—			—
	Advisor Class		—			—			—			—			—			—
Net Decrease from Dividends and Distributions to Shareholders			—			(15,424,481	)		—			(9,424,340	)		—			(15,773,113	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
	Class A		37,341,951			107,943,161			52,372,335			93,384,527			124,023,933			202,865,923
	Class B		4,786,744			12,505,939			5,615,756			12,613,199			16,149,791			28,937,285
	Class C		38,592,707			90,923,111			35,217,240			68,944,959			85,679,806			114,905,237
	Class R		1,071,712			5,039,462			598,034			1,983,464			3,959,197			12,475,430
	Advisor Class		2,307,404			1,363,246			885,715			876,491			7,326,489			3,384,697
Dividends and distributions reinvestments
	Class A		—			6,823,998			—			4,916,243			—			9,561,378
	Class B		—			1,024,939			—			757,288			—			1,219,636
	Class C		—			5,415,640			—			2,864,308			—			3,786,971
	Class R		—			356,503			—			133,452			—			357,758
	Advisor Class		—			—			—			—			—			—
Cost of shares repurchased
	Class A		(46,550,022	)		(73,161,140	)		(34,860,735	)		(50,735,951	)		(57,778,332	)		(114,813,077	)
	Class B		(5,484,789	)		(5,699,887	)		(4,547,037	)		(6,952,917	)		(9,862,721	)		(17,515,390	)
	Class C		(36,038,233	)		(39,366,794	)		(19,416,555	)		(28,604,386	)		(36,381,208	)		(65,771,079	)
	Class R		(2,308,583	)		(3,906,311	)		(443,434	)		(2,221,581	)		(5,443,722	)		(8,134,764	)
	Advisor Class		(1,219,803	)		(55	)		(387,725	)		—			(672,898	)		—
Net Increase (Decrease) in Net Assets from Capital Share Transactions			(7,500,912	)		109,261,812			35,033,594			97,959,096			127,000,335			171,260,005
NET INCREASE (DECREASE) IN NET ASSETS			(11,570,932	)		121,750,752			41,589,735			118,792,480			170,492,498			246,079,645
NET ASSETS
Beginning of Year or Period			507,055,141			385,304,389			499,465,205			380,672,725			1,269,612,046			1,023,532,401
End of Year or Period			$495,484,209			$507,055,141			$541,054,940			$499,465,205			$1,440,104,544			$1,269,612,046
Undistributed/Accumulated Net Investment Income (Loss)			($2,548,849	)		($1,085	)		($2,569,542	)		($31,405	)		($5,322,949	)		$1,106,974

(1) Unaudited.

See Notes to Financial Statements

B-7

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

		PL Portfolio Optimization Moderate-Aggressive Fund						PL Portfolio Optimization Aggressive Fund
		Six-Month Period Ended September 30, 2013 (1)			Year Ended March 31, 2013			Six-Month Period Ended September��30, 2013 (1)			Year Ended March 31, 2013
OPERATIONS
Net investment income (loss)			($4,327,678	)		$3,587,839			($1,254,332	)		$537,206
Net realized gain			310,375			8,544,620			883,004			2,705,253
Change in net unrealized appreciation			50,530,806			52,807,520			16,655,344			15,639,878
Net Increase in Net Assets Resulting from Operations			46,513,503			64,939,979			16,284,016			18,882,337
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
	Class A		—			(4,411,653	)		—			(920,030	)
	Class B		—			(403,481	)		—			(8,876	)
	Class C		—			(1,123,731	)		—			(38,173	)
	Class R		—			(141,142	)		—			(32,924	)
	Advisor Class		—			—			—			—
Net realized gains
	Class A		—			—			—			—
	Class B		—			—			—			—
	Class C		—			—			—			—
	Class R		—			—			—			—
	Advisor Class		—			—			—			—
Net Decrease from Dividends and Distributions to Shareholders			—			(6,080,007	)		—			(1,000,003	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
	Class A		72,906,830			105,360,707			17,299,040			31,112,894
	Class B		8,820,981			16,703,733			2,613,799			4,168,688
	Class C		44,616,645			59,537,333			12,941,257			17,338,489
	Class R		3,058,839			6,712,096			993,711			2,402,818
	Advisor Class		1,598,661			2,461,098			1,596,472			218,532
Dividends and distributions reinvestments
	Class A		—			4,251,446			—			886,650
	Class B		—			389,965			—			8,599
	Class C		—			1,055,840			—			35,307
	Class R		—			140,878			—			32,924
	Advisor Class		—			—			—			—
Cost of shares repurchased
	Class A		(36,892,214	)		(68,791,354	)		(13,029,479	)		(30,471,856	)
	Class B		(7,954,377	)		(14,658,748	)		(2,337,585	)		(5,479,851	)
	Class C		(22,979,200	)		(42,516,841	)		(11,092,626	)		(17,905,394	)
	Class R		(2,137,033	)		(4,951,355	)		(913,342	)		(2,365,955	)
	Advisor Class		(493,577	)		—			(42,499	)		—
Net Increase (Decrease) in Net Assets from Capital Share Transactions			60,545,555			65,694,798			8,028,748			(18,155	)
NET INCREASE IN NET ASSETS			107,059,058			124,554,770			24,312,764			17,864,179
NET ASSETS
Beginning of Year or Period			857,741,296			733,186,526			255,505,304			237,641,125
End of Year or Period			$964,800,354			$857,741,296			$279,818,068			$255,505,304
Undistributed/Accumulated Net Investment Income (Loss)			($3,071,063	)		$1,256,615			($1,145,752	)		$108,580

(1) Unaudited.

See Notes to Financial Statements

B-8

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	PL Short Duration Income Fund						PL Income Fund						PL Strategic Income Fund
	Six-Month Period Ended September 30, 2013 (1)			Year Ended March 31, 2013			Six-Month Period Ended September 30, 2013 (1)			Year Ended March 31, 2013			Six-Month Period Ended September 30, 2013 (1)			Year Ended March 31, 2013
OPERATIONS
Net investment income		$414,110			$457,155			$7,723,832			$12,407,322			$1,005,224			$1,320,514
Net realized gain (loss)		49,205			313,926			(161,481	)		16,442,913			741,724			1,637,946
Change in net unrealized appreciation (depreciation)		(425,256	)		398,995			(20,277,080	)		6,339,135			(1,614,406	)		1,086,514
Net Increase (Decrease) in Net Assets Resulting from Operations		38,059			1,170,076			(12,714,729	)		35,189,370			132,542			4,044,974
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		(269,638	)		(105,796	)		(4,670,287	)		(9,199,985	)		(574,017	)		(256,720	)
Class C		(85,105	)		(39,542	)		(1,717,708	)		(2,518,096	)		(229,050	)		(94,548	)
Class I		(22,535	)		(285,926	)		(24,430	)		(48,871	)		(166,331	)		(962,751	)
Advisor Class		(48,195	)		(25,265	)		(1,492,735	)		(469,805	)		(65,567	)		(19,981	)
Net realized gains
Class A		—			(43,053	)		—			(8,848,617	)		—			(230,684	)
Class C		—			(39,621	)		—			(3,399,639	)		—			(114,979	)
Class I		—			(86,775	)		—			(41,790	)		—			(573,860	)
Advisor Class		—			(18,351	)		—			(513,462	)		—			(17,232	)
Net Decrease from Dividends and Distributions to Shareholders		(425,473	)		(644,329	)		(7,905,160	)		(25,040,265	)		(1,034,965	)		(2,270,755	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		30,056,824			25,242,662			56,796,474			265,671,625			12,555,819			21,885,984
Class C		11,746,154			10,802,733			18,324,536			96,463,160			6,786,805			8,573,364
Class I		47,131			277,900			69,515			747,113			427,602			1,544,246
Advisor Class		3,625,595			4,103,874			22,407,704			94,493,687			2,547,294			1,532,710
Dividends and distributions reinvestments
Class A		214,733			120,623			3,763,595			13,900,718			502,227			455,409
Class C		74,469			60,412			1,388,499			4,945,701			193,825			185,360
Class I		22,535			372,696			17,510			69,602			161,455			1,521,257
Advisor Class		38,765			39,437			1,096,981			857,150			49,414			31,591
Cost of shares repurchased
Class A		(13,066,523	)		(2,876,027	)		(108,211,920	)		(201,102,389	)		(8,764,500	)		(1,598,140	)
Class C		(2,672,293	)		(592,240	)		(39,301,523	)		(20,073,793	)		(1,159,815	)		(927,797	)
Class I		(13,073,203	)		—			(674,820	)		(354,320	)		(21,595,082	)		(183,792	)
Advisor Class		(932,857	)		(1,004,847	)		(33,228,377	)		(1,088,570	)		(725,792	)		(5,262	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		16,081,330			36,547,223			(77,551,826	)		254,529,684			(9,020,748	)		33,014,930
NET INCREASE (DECREASE) IN NET ASSETS		15,693,916			37,072,970			(98,171,715	)		264,678,789			(9,923,171	)		34,789,149
NET ASSETS
Beginning of Year or Period		49,324,194			12,251,224			590,219,159			325,540,370			52,585,011			17,795,862
End of Year or Period		$65,018,110			$49,324,194			$492,047,444			$590,219,159			$42,661,840			$52,585,011
Undistributed Net Investment Income		$3,771			$15,134			$38,483			$219,811			$4,855			$34,596

(1) Unaudited.

See Notes to Financial Statements

B-9

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	PL Floating Rate Income Fund						PL Limited Duration High Income Fund (1)			PL High Income Fund
	Six-Month Period Ended September 30, 2013 (2)			Year Ended March 31, 2013			Period Ended September 30, 2013 (2)			Six-Month Period Ended September 30, 2013 (2)			Year Ended March 31, 2013
OPERATIONS
Net investment income		$8,173,310			$4,565,626			$113,580			$407,815			$587,847
Net realized gain		577,929			2,210,370			5,254			122,125			401,592
Change in net unrealized appreciation (depreciation)		(3,787,822	)		2,842,575			(61,030	)		(488,286	)		357,715
Net Increase in Net Assets Resulting from Operations		4,963,417			9,618,571			57,804			41,654			1,347,154
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A	��	(3,850,055	)		(2,050,935	)		(8,668	)		(113,028	)		(74,859	)
Class C		(1,608,732	)		(848,981	)		(1,016	)		(65,207	)		(37,167	)
Class I		(405,841	)		(1,249,900	)		(99,275	)		(230,342	)		(495,793	)
Class P		(256	)		(123	)		—			—			—
Advisor Class		(2,355,627	)		(325,153	)		(1,423	)		(6,014	)		(3,547	)
Net realized gains
Class A		—			(598,819	)		—			—			(51,882	)
Class C		—			(295,573	)		—			—			(30,651	)
Class I		—			(84,833	)		—			—			(206,640	)
Class P		—			—			—			—			—
Advisor Class		—			(127,065	)		—			—			(1,098	)
Net Decrease from Dividends and Distributions to Shareholders		(8,220,511	)		(5,581,382	)		(110,382	)		(414,591	)		(901,637	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		210,588,102			120,227,225			2,005,624			2,408,738			3,832,157
Class C		109,269,159			59,364,754			311,879			1,624,711			2,970,629
Class I		38,294,755			4,750,535			21,091,686			22,276			199,429
Class P		2,682			14,291			—			—			—
Advisor Class		181,136,192			41,065,562			408,000			153,000			280,533
Dividends and distributions reinvestments
Class A		3,224,252			2,110,981			8,155			100,627			116,387
Class C		1,283,667			788,075			1,001			54,454			56,881
Class I		320,075			1,210,163			99,275			230,342			702,433
Class P		256			123			—			—			—
Advisor Class		1,712,361			273,104			1,181			4,745			4,088
Cost of shares repurchased
Class A		(23,523,703	)		(11,094,224	)		(2,618	)		(1,014,952	)		(490,218	)
Class C		(8,054,396	)		(1,319,775	)		—			(297,074	)		(844,981	)
Class I		(2,210,506	)		(38,351,412	)		—			—			(1,000	)
Class P		(6,742	)		(350	)		—			—			—
Advisor Class		(13,024,120	)		(5,913,249	)		(3,764	)		(149,649	)		(5,627	)
Net Increase in Net Assets from Capital Share Transactions		499,012,034			173,125,803			23,920,419			3,137,218			6,820,711
NET INCREASE IN NET ASSETS		495,754,940			177,162,992			23,867,841			2,764,281			7,266,228
NET ASSETS
Beginning of Year or Period		234,440,200			57,277,208			—			14,789,611			7,523,383
End of Year or Period		$730,195,140			$234,440,200			$23,867,841			$17,553,892			$14,789,611
Undistributed Net Investment Income		$66,011			$113,212			$3,198			$2,395			$9,171

(1) Operations commenced on July 31, 2013.

(2) Unaudited.

See Notes to Financial Statements

B-10

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	PL Money Market Fund
	Six-Month Period Ended September 30, 2013 (1)			Year Ended March 31, 2013
OPERATIONS
Net investment loss		($2	)		($2	)
Net realized gain		1			4
Net Increase (Decrease) in Net Assets Resulting from Operations		(1	)		2
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net Investment Income
Class A		—			—
Class B		—			—
Class C		—			—
Net realized gains
Class A		—			—
Class B		—			—
Class C		—			—
Net Decrease from Dividends and Distributions to Shareholders		—			—
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		25,041,383			42,618,839
Class B		485,543			1,053,696
Class C		2,949,373			5,087,169
Dividends and distributions reinvestments
Class A		—			—
Class B		—			—
Class C		—			—
Cost of shares repurchased
Class A		(21,498,196	)		(47,369,048	)
Class B		(421,996	)		(481,969	)
Class C		(1,509,623	)		(3,347,348	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		5,046,484			(2,438,661	)
NET INCREASE (DECREASE) IN NET ASSETS		5,046,483			(2,438,659	)
NET ASSETS
Beginning of Year or Period		29,628,952			32,067,611
End of Year or Period		$34,675,435			$29,628,952
Accumulated Net Investment Loss		($3,296	)		($3,294	)

(1) Unaudited.

See Notes to Financial Statements

B-11

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS

Selected per share, ratios and supplemental data for each year or period ended September 30, were as follows:

			Selected Per Share Data																				Ratios to Average Net Assets									Supplemental Data
			Investment Operations									Distributions
For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (1)			Net Realized and Unrealized Gain (Loss)			Total			Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (2)			Expenses After Reductions (2), (3)			Net Investment Income (Loss) (2)			Total Returns (4)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
PL Portfolio Optimization Conservative Fund
Class A
4/1/2013 - 9/30/2013 (5)		$11.40		($0.03	)		($0.03	)		($0.06	)		$—			$—			$—			$11.34		0.70	%		0.60	%		(0.60	%)		(0.53	%)		$220,013		7	%
4/1/2012 - 3/31/2013		11.07		0.23			0.49			0.72			(0.34	)		(0.05	)		(0.39	)		11.40		0.71	%		0.60	%		2.01	%		6.57	%		230,646		27	%
4/1/2011 - 3/31/2012		10.87		0.22			0.29			0.51			(0.28	)		(0.03	)		(0.31	)		11.07		0.73	%		0.60	%		1.99	%		4.80	%		182,912		10	%
4/1/2010 - 3/31/2011		10.41		0.15			0.63			0.78			(0.32	)		—			(0.32	)		10.87		0.78	%		0.53	%		1.43	%		7.60	%		130,249		18	%
4/1/2009 - 3/31/2010		8.84		0.32			1.59			1.91			(0.31	)		(0.03	)		(0.34	)		10.41		0.95	%		0.20	%		3.20	%		21.67	%		68,938		21	%
4/1/2008 - 3/31/2009		10.55		0.37			(1.50	)		(1.13	)		(0.55	)		(0.03	)		(0.58	)		8.84		0.95	%		0.16	%		3.91	%		(10.78	%)		32,817		26	%
Class B
4/1/2013 - 9/30/2013 (5)		$11.27		($0.08	)		($0.02	)		($0.10	)		$—			$—			$—			$11.17		1.45	%		1.35	%		(1.35	%)		(0.89	%)		$40,895		7	%
4/1/2012 - 3/31/2013		10.96		0.14			0.50			0.64			(0.28	)		(0.05	)		(0.33	)		11.27		1.46	%		1.35	%		1.27	%		5.89	%		41,999		27	%
4/1/2011 - 3/31/2012		10.78		0.13			0.29			0.42			(0.21	)		(0.03	)		(0.24	)		10.96		1.48	%		1.35	%		1.24	%		4.02	%		33,122		10	%
4/1/2010 - 3/31/2011		10.34		0.07			0.63			0.70			(0.26	)		—			(0.26	)		10.78		1.53	%		1.27	%		0.68	%		6.80	%		22,282		18	%
4/1/2009 - 3/31/2010		8.77		0.24			1.60			1.84			(0.24	)		(0.03	)		(0.27	)		10.34		1.70	%		0.95	%		2.45	%		21.07	%		13,336		21	%
4/1/2008 - 3/31/2009		10.49		0.30			(1.50	)		(1.20	)		(0.49	)		(0.03	)		(0.52	)		8.77		1.70	%		0.91	%		3.16	%		(11.51	%)		8,306		26	%
Class C
4/1/2013 - 9/30/2013 (5)		$11.26		($0.08	)		($0.02	)		($0.10	)		$—			$—			$—			$11.16		1.45	%		1.35	%		(1.35	%)		(0.89	%)		$221,087		7	%
4/1/2012 - 3/31/2013		10.96		0.14			0.49			0.63			(0.28	)		(0.05	)		(0.33	)		11.26		1.46	%		1.35	%		1.22	%		5.84	%		220,688		27	%
4/1/2011 - 3/31/2012		10.77		0.13			0.30			0.43			(0.21	)		(0.03	)		(0.24	)		10.96		1.48	%		1.35	%		1.24	%		4.08	%		158,748		10	%
4/1/2010 - 3/31/2011		10.33		0.07			0.63			0.70			(0.26	)		—			(0.26	)		10.77		1.53	%		1.27	%		0.68	%		6.81	%		117,458		18	%
4/1/2009 - 3/31/2010		8.76		0.24			1.61			1.85			(0.25	)		(0.03	)		(0.28	)		10.33		1.70	%		0.95	%		2.45	%		21.14	%		67,620		21	%
4/1/2008 - 3/31/2009		10.49		0.30			(1.51	)		(1.21	)		(0.49	)		(0.03	)		(0.52	)		8.76		1.70	%		0.91	%		3.16	%		(11.63	%)		37,659		26	%
Class R
4/1/2013 - 9/30/2013 (5)		$11.36		($0.05	)		($0.03	)		($0.08	)		$—			$—			$—			$11.28		0.95	%		0.85	%		(0.85	%)		(0.70	%)		$11,044		7	%
4/1/2012 - 3/31/2013		11.03		0.20			0.50			0.70			(0.32	)		(0.05	)		(0.37	)		11.36		0.96	%		0.85	%		1.79	%		6.38	%		12,357		27	%
4/1/2011 - 3/31/2012		10.83		0.19			0.29			0.48			(0.25	)		(0.03	)		(0.28	)		11.03		0.98	%		0.85	%		1.74	%		4.58	%		10,522		10	%
4/1/2010 - 3/31/2011		10.38		0.13			0.61			0.74			(0.29	)		—			(0.29	)		10.83		1.03	%		0.75	%		1.20	%		7.25	%		8,881		18	%
4/1/2009 - 3/31/2010		8.81		0.29			1.60			1.89			(0.29	)		(0.03	)		(0.32	)		10.38		1.20	%		0.45	%		2.95	%		21.53	%		7,972		21	%
4/1/2008 - 3/31/2009		10.53		0.34			(1.50	)		(1.16	)		(0.53	)		(0.03	)		(0.56	)		8.81		1.20	%		0.41	%		3.66	%		(11.07	%)		3,197		26	%
Advisor Class
4/1/2013 - 9/30/2013 (5)		$11.41		($0.02	)		($0.04	)		($0.06	)		$—			$—			$—			$11.35		0.45	%		0.40	%		(0.40	%)		(0.53	%)		$2,446		7	%
12/31/2012 - 3/31/2013		11.18		(0.01	)		0.24			0.23			—			—			—			11.41		0.48	%		0.40	%		(0.40	%)		2.06	%		1,366		27	%
PL Portfolio Optimization Moderate-Conservative Fund
Class A
4/1/2013 - 9/30/2013 (5)		$12.10		($0.04	)		$0.21			$0.17			$—			$—			$—			$12.27		0.69	%		0.60	%		(0.60	%)		1.41	%		$267,817		2	%
4/1/2012 - 3/31/2013		11.56		0.18			0.64			0.82			(0.28	)		—			(0.28	)		12.10		0.71	%		0.60	%		1.58	%		7.22	%		246,609		24	%
4/1/2011 - 3/31/2012		11.25		0.18			0.35			0.53			(0.22	)		—			(0.22	)		11.56		0.73	%		0.60	%		1.62	%		4.87	%		188,660		10	%
4/1/2010 - 3/31/2011		10.54		0.12			0.87			0.99			(0.28	)		—			(0.28	)		11.25		0.78	%		0.52	%		1.16	%		9.53	%		132,919		10	%
4/1/2009 - 3/31/2010		8.36		0.26			2.19			2.45			(0.27	)		—			(0.27	)		10.54		0.95	%		0.20	%		2.58	%		29.60	%		78,160		10	%
4/1/2008 - 3/31/2009		10.96		0.30			(2.36	)		(2.06	)		(0.44	)		(0.10	)		(0.54	)		8.36		0.92	%		0.14	%		3.10	%		(19.15	%)		39,518		32	%
Class B
4/1/2013 - 9/30/2013 (5)		$11.99		($0.08	)		$0.21			$0.13			$—			$—			$—			$12.12		1.44	%		1.35	%		(1.35	%)		1.08	%		$50,965		2	%
4/1/2012 - 3/31/2013		11.46		0.10			0.63			0.73			(0.20	)		—			(0.20	)		11.99		1.46	%		1.35	%		0.85	%		6.46	%		49,372		24	%
4/1/2011 - 3/31/2012		11.17		0.10			0.35			0.45			(0.16	)		—			(0.16	)		11.46		1.48	%		1.35	%		0.87	%		4.07	%		40,812		10	%
4/1/2010 - 3/31/2011		10.47		0.04			0.87			0.91			(0.21	)		—			(0.21	)		11.17		1.53	%		1.27	%		0.41	%		8.78	%		28,411		10	%
4/1/2009 - 3/31/2010		8.30		0.18			2.20			2.38			(0.21	)		—			(0.21	)		10.47		1.70	%		0.95	%		1.83	%		28.87	%		19,202		10	%
4/1/2008 - 3/31/2009		10.89		0.23			(2.36	)		(2.13	)		(0.36	)		(0.10	)		(0.46	)		8.30		1.67	%		0.89	%		2.35	%		(19.85	%)		11,943		32	%
Class C
4/1/2013 - 9/30/2013 (5)		$11.99		($0.08	)		$0.21			$0.13			$—			$—			$—			$12.12		1.44	%		1.35	%		(1.35	%)		1.08	%		$214,160		2	%
4/1/2012 - 3/31/2013		11.47		0.09			0.64			0.73			(0.21	)		—			(0.21	)		11.99		1.46	%		1.35	%		0.81	%		6.41	%		196,123		24	%
4/1/2011 - 3/31/2012		11.16		0.10			0.36			0.46			(0.15	)		—			(0.15	)		11.47		1.48	%		1.35	%		0.87	%		4.20	%		144,900		10	%
4/1/2010 - 3/31/2011		10.47		0.04			0.86			0.90			(0.21	)		—			(0.21	)		11.16		1.53	%		1.27	%		0.41	%		8.71	%		107,411		10	%
4/1/2009 - 3/31/2010		8.30		0.18			2.20			2.38			(0.21	)		—			(0.21	)		10.47		1.70	%		0.95	%		1.83	%		28.87	%		65,086		10	%
4/1/2008 - 3/31/2009		10.89		0.22			(2.35	)		(2.13	)		(0.36	)		(0.10	)		(0.46	)		8.30		1.67	%		0.89	%		2.35	%		(19.84	%)		40,640		32	%
Class R
4/1/2013 - 9/30/2013 (5)		$12.06		($0.05	)		$0.21			$0.16			$—			$—			$—			$12.22		0.94	%		0.85	%		(0.85	%)		1.33	%		$6,720		2	%
4/1/2012 - 3/31/2013		11.52		0.16			0.63			0.79			(0.25	)		—			(0.25	)		12.06		0.96	%		0.85	%		1.39	%		6.92	%		6,482		24	%
4/1/2011 - 3/31/2012		11.22		0.15			0.35			0.50			(0.20	)		—			(0.20	)		11.52		0.98	%		0.85	%		1.37	%		4.53	%		6,301		10	%
4/1/2010 - 3/31/2011		10.51		0.10			0.86			0.96			(0.25	)		—			(0.25	)		11.22		1.03	%		0.76	%		0.91	%		9.32	%		15,236		10	%
4/1/2009 - 3/31/2010		8.34		0.23			2.20			2.43			(0.26	)		—			(0.26	)		10.51		1.20	%		0.45	%		2.33	%		29.32	%		10,478		10	%
4/1/2008 - 3/31/2009		10.94		0.27			(2.36	)		(2.09	)		(0.41	)		(0.10	)		(0.51	)		8.34		1.17	%		0.39	%		2.85	%		(19.36	%)		4,957		32	%
Advisor Class
4/1/2013 - 9/30/2013 (5)		$12.10		($0.02	)		$0.20			$0.18			$—			$—			$—			$12.28		0.44	%		0.40	%		(0.40	%)		1.49	%		$1,394		2	%
12/31/2012 - 3/31/2013		11.68		(0.01	)		0.43			0.42			—			—			—			12.10		0.46	%		0.40	%		(0.40	%)		3.60	%		880		24	%

See Notes to Financial Statements See explanation of references on B-16

B-12

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (Continued)

Selected per share, ratios and supplemental data for each year or period ended September 30, were as follows:

			Selected Per Share Data																					Ratios to Average Net Assets									Supplemental Data
			Investment Operations										Distributions
For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (1)			Net Realized and Unrealized Gain (Loss)				Total			Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (2)			Expenses After Reductions (2), (3)			Net Investment Income (Loss) (2)			Total Returns (4)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates (6)
PL Portfolio Optimization Moderate Fund
Class A
4/1/2013 - 9/30/2013 (5)		$13.06		($0.04	)		$0.48				$0.44			$—			$—			$—			$13.50		0.68	%		0.60	%		(0.60	%)		3.37	%		$744,081		0	%
4/1/2012 - 3/31/2013		12.26		0.15			0.86				1.01			(0.21	)		—			(0.21	)		13.06		0.70	%		0.60	%		1.20	%		8.36	%		654,158		25	%
4/1/2011 - 3/31/2012		11.88		0.14			0.42				0.56			(0.18	)		—			(0.18	)		12.26		0.72	%		0.60	%		1.18	%		4.82	%		517,945		7	%
4/1/2010 - 3/31/2011		10.81		0.10			1.19				1.29			(0.22	)		—			(0.22	)		11.88		0.77	%		0.52	%		0.91	%		12.10	%		384,999		9	%
4/1/2009 - 3/31/2010		7.96		0.20			2.87				3.07			(0.22	)		—			(0.22	)		10.81		0.92	%		0.20	%		1.99	%		38.85	%		247,213		9	%
4/1/2008 - 3/31/2009		11.51		0.23			(3.30	)			(3.07	)		(0.31	)		(0.17	)		(0.48	)		7.96		0.89	%		0.14	%		2.35	%		(27.25	%)		137,205		26	%
Class B
4/1/2013 - 9/30/2013 (5)		$12.96		($0.09	)		$0.49				$0.40			$—			$—			$—			$13.36		1.43	%		1.35	%		(1.35	%)		3.09	%		$146,955		0	%
4/1/2012 - 3/31/2013		12.18		0.06			0.85				0.91			(0.13	)		—			(0.13	)		12.96		1.45	%		1.35	%		0.47	%		7.49	%		136,411		25	%
4/1/2011 - 3/31/2012		11.80		0.05			0.43				0.48			(0.10	)		—			(0.10	)		12.18		1.47	%		1.35	%		0.43	%		4.13	%		115,513		7	%
4/1/2010 - 3/31/2011		10.74		0.02			1.18				1.20			(0.14	)		—			(0.14	)		11.80		1.52	%		1.26	%		0.17	%		11.33	%		92,064		9	%
4/1/2009 - 3/31/2010		7.90		0.12			2.87				2.99			(0.15	)		—			(0.15	)		10.74		1.67	%		0.95	%		1.24	%		38.14	%		65,336		9	%
4/1/2008 - 3/31/2009		11.44		0.16			(3.30	)			(3.14	)		(0.23	)		(0.17	)		(0.40	)		7.90		1.64	%		0.89	%		1.60	%		(27.95	%)		40,658		26	%
Class C
4/1/2013 - 9/30/2013 (5)		$12.95		($0.09	)		$0.49				$0.40			$—			$—			$—			$13.35		1.43	%		1.35	%		(1.35	%)		3.09	%		$509,645		0	%
4/1/2012 - 3/31/2013		12.17		0.06			0.85				0.91			(0.13	)		—			(0.13	)		12.95		1.45	%		1.35	%		0.46	%		7.50	%		445,932		25	%
4/1/2011 - 3/31/2012		11.78		0.05			0.43				0.48			(0.09	)		—			(0.09	)		12.17		1.47	%		1.35	%		0.43	%		4.18	%		366,753		7	%
4/1/2010 - 3/31/2011		10.73		0.02			1.17				1.19			(0.14	)		—			(0.14	)		11.78		1.52	%		1.26	%		0.17	%		11.26	%		308,449		9	%
4/1/2009 - 3/31/2010		7.88		0.12			2.88				3.00			(0.15	)		—			(0.15	)		10.73		1.67	%		0.95	%		1.24	%		38.36	%		210,889		9	%
4/1/2008 - 3/31/2009		11.42		0.16			(3.30	)			(3.14	)		(0.23	)		(0.17	)		(0.40	)		7.88		1.64	%		0.89	%		1.60	%		(28.02	%)		123,122		26	%
Class R
4/1/2013 - 9/30/2013 (5)		$13.03		($0.06	)		$0.49				$0.43			$—			$—			$—			$13.46		0.93	%		0.85	%		(0.85	%)		3.30	%		$29,179		0	%
4/1/2012 - 3/31/2013		12.24		0.11			0.86				0.97			(0.18	)		—			(0.18	)		13.03		0.95	%		0.85	%		0.93	%		8.02	%		29,715		25	%
4/1/2011 - 3/31/2012		11.84		0.11			0.43				0.54			(0.14	)		—			(0.14	)		12.24		0.97	%		0.85	%		0.93	%		4.67	%		23,321		7	%
4/1/2010 - 3/31/2011		10.77		0.07			1.18				1.25			(0.18	)		—			(0.18	)		11.84		1.02	%		0.75	%		0.68	%		11.82	%		23,658		9	%
4/1/2009 - 3/31/2010		7.93		0.17			2.87				3.04			(0.20	)		—			(0.20	)		10.77		1.17	%		0.45	%		1.74	%		38.61	%		24,232		9	%
4/1/2008 - 3/31/2009		11.48		0.20			(3.29	)			(3.09	)		(0.29	)		(0.17	)		(0.46	)		7.93		1.14	%		0.39	%		2.10	%		(27.48	%)		12,323		26	%
Advisor Class
4/1/2013 - 9/30/2013 (5)		$13.06		($0.03	)		$0.48				$0.45			$—			$—			$—			$13.51		0.43	%		0.40	%		(0.40	%)		3.45	%		$10,245		0	%
12/31/2012 - 3/31/2013		12.41		(0.01	)		0.66				0.65			—			—			—			13.06		0.45	%		0.40	%		(0.40	%)		5.24	%		3,396		25	%
PL Portfolio Optimization Moderate-Aggressive Fund
Class A
4/1/2013 - 9/30/2013 (5)		$13.33		($0.04	)		$0.76				$0.72			$—			$—			$—			$14.05		0.69	%		0.60	%		(0.60	%)		5.40	%		$496,631		0	%
4/1/2012 - 3/31/2013		12.41		0.10			0.96		��		1.06			(0.14	)		—			(0.14	)		13.33		0.71	%		0.60	%		0.83	%		8.62	%		436,055		25	%
4/1/2011 - 3/31/2012		12.05		0.10			0.38				0.48			(0.12	)		—			(0.12	)		12.41		0.72	%		0.60	%		0.82	%		4.13	%		365,426		8	%
4/1/2010 - 3/31/2011		10.68		0.07			1.44				1.51			(0.14	)		—			(0.14	)		12.05		0.77	%		0.51	%		0.62	%		14.36	%		301,232		13	%
4/1/2009 - 3/31/2010		7.31		0.13			3.38				3.51			(0.14	)		—			(0.14	)		10.68		0.92	%		0.20	%		1.33	%		48.26	%		225,236		14	%
4/1/2008 - 3/31/2009		11.79		0.16			(4.21	)			(4.05	)		(0.19	)		(0.24	)		(0.43	)		7.31		0.89	%		0.14	%		1.63	%		(35.15	%)		128,976		23	%
Class B
4/1/2013 - 9/30/2013 (5)		$13.22		($0.09	)		$0.75				$0.66			$—			$—			$—			$13.88		1.44	%		1.35	%		(1.35	%)		4.99	%		$111,984		0	%
4/1/2012 - 3/31/2013		12.30		0.01			0.96				0.97			(0.05	)		—			(0.05	)		13.22		1.46	%		1.35	%		0.09	%		7.92	%		105,757		25	%
4/1/2011 - 3/31/2012		11.93		0.01			0.40				0.41			(0.04	)		—			(0.04	)		12.30		1.47	%		1.35	%		0.07	%		3.50	%		95,937		8	%
4/1/2010 - 3/31/2011		10.57		(0.01	)		1.43				1.42			(0.06	)		—			(0.06	)		11.93		1.52	%		1.26	%		(0.13	%)		13.59	%		83,812		13	%
4/1/2009 - 3/31/2010		7.21		0.05			3.38				3.43			(0.07	)		—			(0.07	)		10.57		1.67	%		0.95	%		0.58	%		47.84	%		68,751		14	%
4/1/2008 - 3/31/2009		11.69		0.08			(4.19	)			(4.11	)		(0.13	)		(0.24	)		(0.37	)		7.21		1.64	%		0.89	%		0.88	%		(35.97	%)		43,587		23	%
Class C
4/1/2013 - 9/30/2013 (5)		$13.19		($0.09	)		$0.76				$0.67			$—			$—			$—			$13.86		1.44	%		1.35	%		(1.35	%)		5.08	%		$332,703		0	%
4/1/2012 - 3/31/2013		12.27		0.01			0.96				0.97			(0.05	)		—			(0.05	)		13.19		1.46	%		1.35	%		0.09	%		7.95	%		295,615		25	%
4/1/2011 - 3/31/2012		11.91		0.01			0.39				0.40			(0.04	)		—			(0.04	)		12.27		1.47	%		1.35	%		0.07	%		3.39	%		257,114		8	%
4/1/2010 - 3/31/2011		10.55		(0.01	)		1.43				1.42			(0.06	)		—			(0.06	)		11.91		1.52	%		1.26	%		(0.13	%)		13.64	%		230,964		13	%
4/1/2009 - 3/31/2010		7.18		0.05			3.39				3.44			(0.07	)		—			(0.07	)		10.55		1.67	%		0.95	%		0.58	%		48.18	%		189,917		14	%
4/1/2008 - 3/31/2009		11.67		0.08			(4.20	)			(4.12	)		(0.13	)		(0.24	)		(0.37	)		7.18		1.64	%		0.89	%		0.88	%		(36.12	%)		117,549		23	%
Class R
4/1/2013 - 9/30/2013 (5)		$13.32		($0.06	)		$0.76				$0.70			$—			$—			$—			$14.02		0.94	%		0.85	%		(0.85	%)		5.26	%		$19,753		0	%
4/1/2012 - 3/31/2013		12.40		0.07			0.96				1.03			(0.11	)		—			(0.11	)		13.32		0.96	%		0.85	%		0.55	%		8.38	%		17,844		25	%
4/1/2011 - 3/31/2012		12.03		0.07			0.40				0.47			(0.10	)		—			(0.10	)		12.40		0.97	%		0.85	%		0.57	%		3.97	%		14,710		8	%
4/1/2010 - 3/31/2011		10.67		0.04			1.44				1.48			(0.12	)		—			(0.12	)		12.03		1.02	%		0.76	%		0.37	%		14.00	%		17,265		13	%
4/1/2009 - 3/31/2010		7.30		0.10			3.39				3.49			(0.12	)		—			(0.12	)		10.67		1.17	%		0.45	%		1.08	%		48.07	%		12,211		14	%
4/1/2008 - 3/31/2009		11.79		0.13			(4.21	)			(4.08	)		(0.17	)		(0.24	)		(0.41	)		7.30		1.14	%		0.39	%		1.38	%		(35.38	%)		5,307		23	%
Advisor Class
4/1/2013 - 9/30/2013 (5)		$13.34		($0.03	)		$0.76				$0.73			$—			$—			$—			$14.07		0.44	%		0.40	%		(0.40	%)		5.47	%		$3,729		0	%
12/31/2012 - 3/31/2013		12.50		(0.01	)		0.85				0.84			—			—			—			13.34		0.45	%		0.40	%		(0.40	%)		6.72	%		2,470		25	%

See Notes to Financial Statements See explanation of references on B-16

B-13

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (Continued)

Selected per share, ratios and supplemental data for each year or period ended September 30, were as follows:

			Selected Per Share Data																				Ratios to Average Net Assets									Supplemental Data
			Investment Operations									Distributions
For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (1)			Net Realized and Unrealized Gain (Loss)			Total			Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (2)			Expenses After Reductions (2), (3)			Net Investment Income (Loss) (2)			Total Returns (4)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
PL Portfolio Optimization Aggressive Fund
Class A
4/1/2013 - 9/30/2013 (5)		$13.50		($0.04	)		$0.91			$0.87			$—			$—			$—			$14.37		0.70	%		0.60	%		(0.60	%)		6.44	%		$146,208		3	%
4/1/2012 - 3/31/2013		12.56		0.07			0.96			1.03			(0.09	)		—			(0.09	)		13.50		0.73	%		0.60	%		0.57	%		8.30	%		133,265		30	%
4/1/2011 - 3/31/2012		12.29		0.06			0.27			0.33			(0.06	)		—			(0.06	)		12.56		0.74	%		0.60	%		0.52	%		2.73	%		122,397		13	%
4/1/2010 - 3/31/2011		10.66		0.05			1.65			1.70			(0.07	)		—			(0.07	)		12.29		0.80	%		0.51	%		0.44	%		16.11	%		114,246		26	%
4/1/2009 - 3/31/2010		6.92		0.09			3.75			3.84			(0.10	)		—			(0.10	)		10.66		0.94	%		0.20	%		0.94	%		55.84	%		98,669		26	%
4/1/2008 - 3/31/2009		12.04		0.09			(4.88	)		(4.79	)		—			(0.33	)		(0.33	)		6.92		0.92	%		0.14	%		0.97	%		(40.88	%)		59,937		18	%
Class B
4/1/2013 - 9/30/2013 (5)		$13.22		($0.09	)		$0.91			$0.82			$—			$—			$—			$14.04		1.45	%		1.35	%		(1.35	%)		6.20	%		$35,322		3	%
4/1/2012 - 3/31/2013		12.28		(0.02	)		0.96			0.94			(0.00	)(7)		—			(0.00	)(7)		13.22		1.48	%		1.35	%		(0.17	%)		7.69	%		33,013		30	%
4/1/2011 - 3/31/2012		12.03		(0.03	)		0.28			0.25			—			—			—			12.28		1.49	%		1.35	%		(0.23	%)		2.08	%		31,969		13	%
4/1/2010 - 3/31/2011		10.46		(0.03	)		1.65			1.62			(0.05	)		—			(0.05	)		12.03		1.55	%		1.25	%		(0.31	%)		15.62	%		30,693		26	%
4/1/2009 - 3/31/2010		6.72		0.02			3.75			3.77			(0.03	)		—			(0.03	)		10.46		1.69	%		0.95	%		0.19	%		56.15	%		28,776		26	%
4/1/2008 - 3/31/2009		11.93		0.02			(4.90	)		(4.88	)		—			(0.33	)		(0.33	)		6.72		1.67	%		0.89	%		0.22	%		(42.04	%)		18,042		18	%
Class C
4/1/2013 - 9/30/2013 (5)		$13.22		($0.09	)		$0.90			$0.81			$—			$—			$—			$14.03		1.45	%		1.35	%		(1.35	%)		6.13	%		$88,676		3	%
4/1/2012 - 3/31/2013		12.28		(0.02	)		0.97			0.95			(0.01	)		—			(0.01	)		13.22		1.48	%		1.35	%		(0.18	%)		7.71	%		81,754		30	%
4/1/2011 - 3/31/2012		12.03		(0.03	)		0.28			0.25			—			—			—			12.28		1.49	%		1.35	%		(0.23	%)		2.08	%		76,613		13	%
4/1/2010 - 3/31/2011		10.46		(0.03	)		1.65			1.62			(0.05	)		—			(0.05	)		12.03		1.55	%		1.25	%		(0.31	%)		15.61	%		75,607		26	%
4/1/2009 - 3/31/2010		6.71		0.02			3.75			3.77			(0.02	)		—			(0.02	)		10.46		1.69	%		0.95	%		0.19	%		56.11	%		68,230		26	%
4/1/2008 - 3/31/2009		11.92		0.02			(4.90	)		(4.88	)		—			(0.33	)		(0.33	)		6.71		1.67	%		0.89	%		0.22	%		(41.99	%)		43,588		18	%
Class R
4/1/2013 - 9/30/2013 (5)		$13.43		($0.06	)		$0.90			$0.84			$—			$—			$—			$14.27		0.95	%		0.85	%		(0.85	%)		6.25	%		$7,765		3	%
4/1/2012 - 3/31/2013		12.48		0.04			0.97			1.01			(0.06	)		—			(0.06	)		13.43		0.98	%		0.85	%		0.33	%		8.17	%		7,251		30	%
4/1/2011 - 3/31/2012		12.22		0.03			0.26			0.29			(0.03	)		—			(0.03	)		12.48		0.99	%		0.85	%		0.27	%		2.43	%		6,662		13	%
4/1/2010 - 3/31/2011		10.61		0.02			1.65			1.67			(0.06	)		—			(0.06	)		12.22		1.05	%		0.76	%		0.19	%		16.02	%		5,553		26	%
4/1/2009 - 3/31/2010		6.88		0.06			3.76			3.82			(0.09	)		—			(0.09	)		10.61		1.19	%		0.45	%		0.69	%		55.70	%		4,448		26	%
4/1/2008 - 3/31/2009		12.03		0.06			(4.88	)		(4.82	)		—			(0.33	)		(0.33	)		6.88		1.17	%		0.39	%		0.72	%		(41.17	%)		2,106		18	%
Advisor Class
4/1/2013 - 9/30/2013 (5)		$13.51		($0.03	)		$0.91			$0.88			$—			$—			$—			$14.39		0.45	%		0.40	%		(0.40	%)		6.51	%		$1,847		3	%
12/31/2012 - 3/31/2013		12.56		(0.01	)		0.96			0.95			—			—			—			13.51		0.48	%		0.40	%		(0.40	%)		7.56	%		222		30	%
PL Short Duration Income Fund
Class A
4/1/2013 - 9/30/2013 (5)		$10.46		$0.09			($0.08	)		$0.01			($0.09	)		$—			($0.09	)		$10.38		1.17	%		0.85	%		1.70	%		0.09	%		$39,539		63	%
6/29/2012 - 3/31/2013		10.20		0.16			0.32			0.48			(0.15	)		(0.07	)		(0.22	)		10.46		1.24	%		0.85	%		2.02	%		4.78	%		22,589		146	%
Class C
4/1/2013 - 9/30/2013 (5)		$10.45		$0.05			($0.09	)		($0.04	)		($0.05	)		$—			($0.05	)		$10.36		1.92	%		1.60	%		0.95	%		(0.35	%)		$19,330		63	%
6/29/2012 - 3/31/2013		10.20		0.10			0.33			0.43			(0.11	)		(0.07	)		(0.18	)		10.45		1.99	%		1.60	%		1.27	%		4.28	%		10,307		146	%
Class I
4/1/2013 - 9/30/2013 (5)		$10.45		$0.11			($0.09	)		$0.02			($0.10	)		$—			($0.10	)		$10.37		0.77	%		0.60	%		1.95	%		0.17	%		$305		63	%
4/1/2012 - 3/31/2013		10.14		0.23			0.38			0.61			(0.23	)		(0.07	)		(0.30	)		10.45		1.08	%		0.60	%		2.27	%		6.10	%		13,280		146	%
12/19/2011 - 3/31/2012		10.00		0.06			0.15			0.21			(0.07	)		—			(0.07	)		10.14		2.04	%		0.60	%		2.06	%		2.10	%		12,251		73	%
Advisor Class
4/1/2013 - 9/30/2013 (5)		$10.46		$0.10			($0.08	)		$0.02			($0.10	)		$—			($0.10	)		$10.38		0.92	%		0.60	%		1.95	%		0.21	%		$5,844		63	%
6/29/2012 - 3/31/2013		10.20		0.18			0.31			0.49			(0.16	)		(0.07	)		(0.23	)		10.46		0.99	%		0.60	%		2.27	%		4.85	%		3,148		146	%
PL Income Fund
Class A
4/1/2013 - 9/30/2013 (5)		$10.92		$0.16			($0.36	)		($0.20	)		($0.16	)		$—			($0.16	)		$10.56		1.17	%		0.90	%		2.90	%		(1.82	%)		$274,811		60	%
4/1/2012 - 3/31/2013		10.61		0.30			0.55			0.85			(0.29	)		(0.25	)		(0.54	)		10.92		1.17	%		0.90	%		2.76	%		8.13	%		333,987		171	%
4/1/2011 - 3/31/2012		10.16		0.30			0.48			0.78			(0.30	)		(0.03	)		(0.33	)		10.61		1.35	%		0.90	%		2.94	%		7.79	%		247,522		199	%
12/31/2010 - 3/31/2011		10.00		0.09			0.16			0.25			(0.09	)		—			(0.09	)		10.16		1.77	%		0.90	%		3.62	%		2.46	%		5,300		142	%
Class C
4/1/2013 - 9/30/2013 (5)		$10.93		$0.12			($0.37	)		($0.25	)		($0.12	)		$—			($0.12	)		$10.56		1.92	%		1.65	%		2.15	%		(2.28	%)		$135,323		60	%
4/1/2012 - 3/31/2013		10.62		0.22			0.55			0.77			(0.21	)		(0.25	)		(0.46	)		10.93		1.92	%		1.65	%		2.01	%		7.37	%		160,472		171	%
6/30/2011 - 3/31/2012		10.32		0.17			0.33			0.50			(0.17	)		(0.03	)		(0.20	)		10.62		2.07	%		1.65	%		2.17	%		4.89	%		76,726		199	%
Class I
4/1/2013 - 9/30/2013 (5)		$10.93		$0.17			($0.35	)		($0.18	)		($0.18	)		$—			($0.18	)		$10.57		0.77	%		0.65	%		3.15	%		(1.69	%)		$1,143		60	%
4/1/2012 - 3/31/2013		10.62		0.33			0.55			0.88			(0.32	)		(0.25	)		(0.57	)		10.93		0.77	%		0.65	%		3.01	%		8.39	%		1,794		171	%
4/1/2011 - 3/31/2012		10.16		0.36			0.44			0.80			(0.31	)		(0.03	)		(0.34	)		10.62		0.95	%		0.65	%		3.42	%		7.95	%		1,292		199	%
12/31/2010 - 3/31/2011		10.00		0.10			0.15			0.25			(0.09	)		—			(0.09	)		10.16		1.37	%		0.65	%		3.87	%		2.48	%		51,231		142	%
Advisor Class
4/1/2013 - 9/30/2013 (5)		$10.95		$0.17			($0.36	)		($0.19	)		($0.18	)		$—			($0.18	)		$10.58		0.92	%		0.65	%		3.15	%		(1.69	%)		$80,771		60	%
6/29/2012 - 3/31/2013		10.79		0.24			0.41			0.65			(0.24	)		(0.25	)		(0.49	)		10.95		0.94	%		0.67	%		2.99	%		5.97	%		93,966		171	%

See Notes to Financial Statements See explanation of references on B-16

B-14

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (Continued)

Selected per share, ratios and supplemental data for each year or period ended September 30, were as follows:

			Selected Per Share Data																		Ratios to Average Net  Assets									Supplemental Data
			Investment Operations							Distributions
For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (1)		Net Realized and Unrealized Gain (Loss)			Total		Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (2)			Expenses After Reductions (2), (3)			Net Investment Income (2)			Total Returns (4)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
PL Strategic Income Fund
Class A
4/1/2013 - 9/30/2013 (5)		$11.23		$0.25		($0.19	)		$0.06		($0.26	)		$—			($0.26	)		$11.03		1.44	%		1.05	%		4.43	%		0.55	%		$24,731		123	%
6/29/2012 - 3/31/2013		10.53		0.38		0.98			1.36		(0.36	)		(0.30	)		(0.66	)		11.23		1.47	%		1.05	%		4.55	%		13.12	%		20,963		353	%
Class C
4/1/2013 - 9/30/2013 (5)		$11.22		$0.20		($0.18	)		$0.02		($0.22	)		$—			($0.22	)		$11.02		2.19	%		1.80	%		3.68	%		0.19	%		$13,529		123	%
6/29/2012 - 3/31/2013		10.53		0.32		0.98			1.30		(0.31	)		(0.30	)		(0.61	)		11.22		2.22	%		1.80	%		3.80	%		12.52	%		7,948		353	%
Class I
4/1/2013 - 9/30/2013 (5)		$11.18		$0.27		($0.20	)		$0.07		($0.27	)		$—			($0.27	)		$10.98		1.04	%		0.80	%		4.68	%		0.63	%		$1,004		123	%
4/1/2012 - 3/31/2013		10.40		0.52		1.09			1.61		(0.53	)		(0.30	)		(0.83	)		11.18		1.22	%		0.80	%		4.80	%		15.94	%		22,099		353	%
12/19/2011 - 3/31/2012		10.00		0.14		0.38			0.52		(0.12	)		—			(0.12	)		10.40		1.78	%		0.80	%		4.84	%		5.22	%		17,796		156	%
Advisor Class
4/1/2013 - 9/30/2013 (5)		$11.24		$0.26		($0.20	)		$0.06		($0.27	)		$—			($0.27	)		$11.03		1.19	%		0.80	%		4.68	%		0.58	%		$3,398		123	%
6/29/2012 - 3/31/2013		10.53		0.40		0.97			1.37		(0.36	)		(0.30	)		(0.66	)		11.24		1.24	%		0.82	%		4.78	%		13.31	%		1,575		353	%
PL Floating Rate Income Fund
Class A
4/1/2013 - 9/30/2013 (5)		$10.46		$0.19		($0.05	)		$0.14		($0.18	)		$—			($0.18	)		$10.42		1.27	%		1.05	%		3.65	%		1.32	%		$314,065		54	%
4/1/2012 - 3/31/2013		10.07		0.46		0.46			0.92		(0.43	)		(0.10	)		(0.53	)		10.46		1.43	%		1.05	%		4.46	%		9.36	%		125,007		186	%
12/30/2011 - 3/31/2012		9.81		0.13		0.24			0.37		(0.11	)		—			(0.11	)		10.07		1.55	%		1.05	%		5.33	%		3.79	%		12,071		139	%
Class C
4/1/2013 - 9/30/2013 (5)		$10.45		$0.15		($0.05	)		$0.10		($0.14	)		$—			($0.14	)		$10.41		2.02	%		1.80	%		2.90	%		0.97	%		$164,832		54	%
4/1/2012 - 3/31/2013		10.07		0.38		0.46			0.84		(0.36	)		(0.10	)		(0.46	)		10.45		2.18	%		1.80	%		3.71	%		8.56	%		63,045		186	%
12/30/2011 - 3/31/2012		9.81		0.11		0.25			0.36		(0.10	)		—			(0.10	)		10.07		2.30	%		1.80	%		4.61	%		3.68	%		3,372		139	%
Class I
4/1/2013 - 9/30/2013 (5)		$10.47		$0.20		($0.04	)		$0.16		($0.19	)		$—			($0.19	)		$10.44		0.87	%		0.80	%		3.90	%		1.54	%		$46,956		54	%
4/1/2012 - 3/31/2013		10.08		0.48		0.46			0.94		(0.45	)		(0.10	)		(0.55	)		10.47		1.03	%		0.80	%		4.71	%		9.56	%		10,726		186	%
6/30/2011 - 3/31/2012		10.00		0.34		0.06			0.40		(0.32	)		—			(0.32	)		10.08		1.24	%		0.80	%		4.60	%		4.11	%		41,834		139	%
Class P
4/1/2013 - 9/30/2013 (5)		$10.47		$0.21		($0.06	)		$0.15		($0.19	)		$—			($0.19	)		$10.43		0.87	%		0.80	%		3.90	%		1.42	%		$10		54	%
12/31/2012 - 3/31/2013		10.29		0.12		0.16			0.28		(0.10	)		—			(0.10	)		10.47		0.99	%		0.80	%		4.70	%		2.74	%		14		186	%
Advisor Class
4/1/2013 - 9/30/2013 (5)		$10.49		$0.20		($0.05	)		$0.15		($0.19	)		$—			($0.19	)		$10.45		1.02	%		0.80	%		3.90	%		1.43	%		$204,331		54	%
6/29/2012 - 3/31/2013		10.12		0.36		0.45			0.81		(0.34	)		(0.10	)		(0.44	)		10.49		1.15	%		0.80	%		4.70	%		8.13	%		35,648		186	%
PL Limited Duration High Income Fund (8)
Class A
7/31/2013 - 09/30/13 (5)		$10.00		$0.05		($0.02	)		$0.03		($0.05	)		$—			($0.05	)		$9.98		1.97	%		1.08	%		2.76	%		0.26	%		$2,013		13	%
Class C
7/31/2013 - 09/30/13 (5)		$10.00		$0.03		($0.02	)		$0.01		($0.04	)		$—			($0.04	)		$9.97		2.72	%		1.83	%		2.01	%		0.12	%		$312		13	%
Class I
7/31/2013 - 09/30/13 (5)		$10.00		$0.05		($0.03	)		$0.02		($0.05	)		$—			($0.05	)		$9.97		1.57	%		0.83	%		3.01	%		0.17	%		$21,137		13	%
Advisor Class
7/31/2013 - 09/30/13 (5)		$10.00		$0.05		($0.03	)		$0.02		($0.05	)		$—			($0.05	)		$9.97		1.72	%		0.83	%		3.01	%		0.18	%		$406		13	%

See Notes to Financial Statements See explanation of references on B-16

B-15

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (Continued)

Selected per share, ratios and supplemental data for each year or period ended September 30, were as follows:

			Selected Per Share Data																				Ratios to Average Net Assets									Supplemental Data
			Investment Operations									Distributions
For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (1)			Net Realized and Unrealized Gain (Loss)			Total			Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (2)			Expenses After Reductions (2), (3)			Net Investment Income (Loss) (2)			Total Returns (4)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
PL High Income Fund
Class A
4/1/2013 - 9/30/2013 (5)		$11.16		$0.27			($0.22	)		$0.05			($0.27	)		$—			($0.27	)		$10.94		1.77	%		1.05	%		4.93	%		0.48	%		$4,886		58	%
6/29/2012 - 3/31/2013		10.57		0.46			0.84			1.30			(0.44	)		(0.27	)		(0.71	)		11.16		1.87	%		1.05	%		5.57	%		12.59	%		3,497		154	%
Class C
4/1/2013 - 9/30/2013 (5)		$11.16		$0.23			($0.23	)		$—			($0.23	)		$—			($0.23	)		$10.93		2.52	%		1.80	%		4.18	%		0.03	%		$3,504		58	%
6/29/2012 - 3/31/2013		10.57		0.40			0.85			1.25			(0.39	)		(0.27	)		(0.66	)		11.16		2.62	%		1.80	%		4.82	%		12.11	%		2,203		154	%
Class I
4/1/2013 - 9/30/2013 (5)		$11.09		$0.29			($0.23	)		$0.06			($0.29	)		$—			($0.29	)		$10.86		1.37	%		0.80	%		5.18	%		0.51	%		$8,880		58	%
4/1/2012 - 3/31/2013		10.58		0.63			0.82			1.45			(0.67	)		(0.27	)		(0.94	)		11.09		1.78	%		0.80	%		5.82	%		14.21	%	��	8,810		154	%
12/19/2011 - 3/31/2012		10.00		0.20			0.55			0.75			(0.17	)		—			(0.17	)		10.58		2.82	%		0.80	%		6.73	%		7.50	%		7,523		93	%
Advisor Class
4/1/2013 - 9/30/2013 (5)		$11.18		$0.29			($0.23	)		$0.06			($0.29	)		$—			($0.29	)		$10.95		1.52	%		0.80	%		5.18	%		0.51	%		$284		58	%
6/29/2012 - 3/31/2013		10.57		0.48			0.85			1.33			(0.45	)		(0.27	)		(0.72	)		11.18		1.63	%		0.81	%		5.81	%		12.87	%		279		154	%
PL Money Market Fund
Class A
4/1/2013 - 9/30/2013 (5)		$1.00		($0.00	)(7)		$0.00	(7)		$0.00	(7)		$—			$—			$—			$1.00		0.96	%		0.07	%		(0.00	%)(7)		0.00	%		$30,861		N/A
4/1/2012 - 3/31/2013		1.00		(0.00	)(7)		0.00	(7)		0.00	(7)		—			—			—			1.00		1.10	%		0.12	%		(0.00	%)(7)		0.00	%		27,317		N/A
4/1/2011 - 3/31/2012		1.00		(0.00	)(7)		0.00	(7)		(0.00	)(7)		—			—			—			1.00		1.01	%		0.11	%		(0.00	%)(7)		0.00	%		32,068		N/A
4/1/2010 - 3/31/2011		1.00		(0.00	)(7)		0.00	(7)		0.00			—			—			—			1.00		1.00	%		0.24	%		(0.00	%)(7)		0.00	%		38,443		N/A
4/1/2009 - 3/31/2010		1.00		(0.00	)(7)		0.00	(7)		0.00			(0.00	)(7)		—			(0.00	)(7)		1.00		1.09	%		0.36	%		(0.00	%)(7)		0.03	%		34,669		N/A
4/1/2008 - 3/31/2009		1.00		0.01			—			0.01			(0.01	)		—			(0.01	)		1.00		1.18	%		0.78	%		1.22	%		1.27	%		55,424	��	N/A
Class B
4/1/2013 - 9/30/2013 (5)		$1.00		($0.00	)(7)		$0.00	(7)		$0.00	(7)		$—			$—			$—			$1.00		1.71	%		0.07	%		(0.00	%)(7)		0.00	%		$635		N/A
6/29/2012 - 3/31/2013		1.00		(0.00	)(7)		0.00	(7)		0.00	(7)		—			—			—			1.00		1.85	%		0.11	%		(0.00	%)(7)		0.00	%		572		N/A
Class C
4/1/2013 - 9/30/2013 (5)		$1.00		($0.00	)(7)		$0.00	(7)		$0.00	(7)		$—			$—			$—			$1.00		1.71	%		0.07	%		(0.00	%)(7)		0.00	%		$3,180		N/A
6/29/2012 - 3/31/2013		1.00		(0.00	)(7)		0.00	(7)		0.00	(7)		—			—			—			1.00		1.85	%		0.11	%		(0.00	%)(7)		0.00	%		1,740		N/A

(1) Net investment income (loss) per share has been calculated using the average shares method except for the PL Money Market Fund.

(2) The ratios are annualized for periods of less than one full year.

(3) The ratios of expenses after expense reductions to average net assets are after any advisory fee waivers, adviser expense reimbursements, administration fee waivers, and service fee waivers, as discussed in Notes 5 and 6B in Notes to Financial Statements. The expense ratios for all the PL Portfolio Optimization Funds do not include fees and expenses of the underlying funds (see Note 1 in Notes to Financial Statements) in which the PL Portfolio Optimization Funds invest.

(4) The total returns include reinvestment of all dividends and capital gains distributions, if any, and do not include deductions of any applicable sales charges. Total returns are not annualized for periods less than one full year.

(5) Unaudited.

(6) The portfolio turnover rates for the PL Portfolio Optimization Moderate and PL Portfolio Optimization Moderate-Aggressive Funds represent amounts that are less than 0.5%.

(7) Amount represents less than $0.005 per share or less than 0.005%.

(8) All share classes of the PL Limited Duration High Income Fund commenced operations on July 31, 2013.

See Notes to Financial Statements

B-16

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1. ORGANIZATION

Pacific Life Funds (the “Trust”) is a Delaware statutory trust, which was formed on May 21, 2001, and is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as an open-end management investment company. Pacific Life Fund Advisors LLC (“PLFA” or “Adviser”) serves as investment adviser to the Trust. As of September 30, 2013, the Trust was comprised of thirty-three separate funds, twelve of which are presented in this report (each individually, a “Fund”, and collectively the “Funds”): 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 (collectively, the “Portfolio Optimization Funds”); and the PL Short Duration Income Fund, PL Income Fund, PL Strategic Income Fund, PL Floating Rate Income Fund, PL Limited Duration High Income Fund, PL High Income Fund and PL Money Market Fund.

The Portfolio Optimization Funds offer Class A, Class B, Class C, Class R and Advisor Class shares. Each class is distinguished by its applicable sales charges and level of distribution and/or service fees (see Note 5) and in general: (i) Class A shares are subject to a maximum 5.50% front-end sales charge; (ii) Class B shares are subject to a maximum 5.00% contingent deferred sales charge (“CDSC”); (iii) Class C shares are subject to a maximum 1.00% CDSC; and (iv) Class R shares and Advisor Class shares are sold at net asset value (“NAV”) without a sales charge. The sales charge for Class A shares is reduced for purchases of $50,000 or more and may be waived in certain circumstances. There is no sales charge for Class A shares for purchases of $1 million or more, although there is a CDSC of 1.00% on redemptions of such Class A shares within one year of purchase.

The PL Short Duration Income Fund, PL Income Fund, PL Strategic Income Fund, PL Floating Rate Income Fund, PL Limited Duration High Income Fund and PL High Income Fund offer Class A, Class C, Class I and Advisor Class shares. Additionally, the PL Floating Rate Income Fund offers Class P shares. Each class is distinguished by its applicable sales charges and level of distribution and/or service fees (see Note 5) and in general: (i) Class A shares of the PL Short Duration Income, PL Floating Rate Income and PL Limited Duration High Income Funds are subject to a maximum 3.00% front-end sales charge, and Class A shares of the PL Income, PL Strategic Income and PL High Income Funds are subject to a maximum 4.25% front-end sales charge; (ii) Class C shares are subject to a maximum 1.00% CDSC; and (iii) Class I, Class P and Advisor Class shares are sold at NAV without a sales charge. The sales charge for Class A shares is reduced for purchases of $100,000 or more and may be waived in certain circumstances. There is no sales charge for Class A shares for purchases of $500,000 or more, although there is a CDSC of 1.00% of such Class A shares within one year of purchase, which may be waived in certain circumstances.

The PL Money Market Fund offers Class A, Class B and Class C shares, which are sold at NAV without an initial sales charge. Class B shares are subject to a maximum 5.00% CDSC. Class C shares are subject to a maximum 1.00% CDSC. Each class is also distinguished by its level of distribution and/or service fees (see Note 5).

The Trust’s distributor receives all net commissions (front-end sales charges and CDSCs) from the sales of all applicable share classes (see Note 5).

The Portfolio Optimization Funds invest their assets in Class P shares of other funds of the Trust (collectively, the “PL Underlying Funds”).

The semi-annual report for the PL Underlying Funds is not included in this report (except for Class P shares of the PL Floating Rate Income Fund, which is included in this report); there is a separate semi-annual report for the PL Underlying Funds, which is available without charge. For information on how to obtain the semi-annual report for the PL Underlying Funds, see the Where to Go for More Information section of this report on page D-6.

2. SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for investment companies. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Trust in the preparation of the financial statements.

A. INVESTMENT TRANSACTIONS AND INCOME

Investment transactions are recorded on a trade date basis. Dividend income is recorded on the ex-dividend date. Interest income, adjusted for amortization of premium and accretion of discount, is recorded daily on an accrual basis. Investment income is recorded net of foreign taxes withheld, if any. A Fund may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. A Fund will accrue such taxes and reclaims as applicable, based upon the current interpretation of tax rules and regulations that exist in the markets in which the portfolio invests. Facility fees and other fees (such as origination fees) received from senior loans purchased (see Note 4) by a Fund are amortized over the expected term of each applicable senior loan. Commitment fees received by a Fund relating to unfunded senior loan commitments are amortized to income over the period of the commitment. Consent fees, which are compensation for agreeing to changes in the terms of debt instruments, are recorded as interest income when received. Realized gains and losses from investment transactions are recorded on the basis of identified cost, which is also used for Federal income tax purposes.

B. DISTRIBUTIONS TO SHAREHOLDERS

For the Portfolio Optimization Funds, dividends on net investment income, if any, are generally declared and paid annually. For the PL Short Duration Income Fund, PL Income Fund, PL Strategic Income Fund, PL Floating Rate Income Fund, PL Limited Duration High Income Fund and PL High Income Fund, dividends, if any, are generally declared and paid monthly. For the PL Money Market Fund, dividends, if any, are declared daily and paid monthly. Dividends may be declared more or less frequently if advantageous to the specific Fund and its shareholders. All realized capital gains are distributed at least annually for each Fund. Dividends and distributions paid to shareholders are recorded on the ex-dividend date.

C-1

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

C. FOREIGN CURRENCY TRANSLATION

The Trust’s accounting records are maintained in U.S. dollars. The market value of investments and other assets and liabilities, if initially expressed in non-U.S. currencies, are translated into U.S. dollars based on the applicable exchange rates at the end of each business day. Purchases and sales of investments and income and expenses, denominated in foreign currencies, are translated into U.S. dollars at the exchange rates in effect on the transaction date.

None of the Funds separately report the effect of changes in foreign exchange rates from changes in market prices of investments held. Such changes are included with the net realized gain or loss and change in net unrealized appreciation or depreciation on investments. Other foreign currency transactions resulting in realized and unrealized gain or loss, if any, are reported separately as net realized gain or loss on foreign currency transactions and change in net unrealized appreciation or depreciation on foreign currencies.

D. ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES

Income, non-class specific expenses, and realized and unrealized gains and losses are allocated on a daily basis to each class of shares based upon the relative portion of net assets of each class. Certain Trust expenses directly attributable to a particular Fund are charged to that Fund (such as Fund-specific transactional fees, proxies, liquidations, litigation, and organizational/start-up costs) and class-specific fees and expenses are charged directly to the respective share class within each Fund. Generally, other Trust expenses are allocated proportionately among all the Funds in relation to the net assets of each Fund.

E. OFFERING COSTS

A new Fund bears all costs (or the applicable pro-rata share if there is more than one new Fund) associated with the offering expenses of the Fund including legal, printing and support services (see Note 5). All such costs are amortized as an expense of the new Fund on a straight-line basis over twelve months from commencement of operations.

3. VALUATION AND FAIR VALUE MEASUREMENTS

A. VALUATION POLICY

The Trust’s Board of Trustees (the “Board”) has adopted a policy (“Valuation Policy”) for determining the value of its investments each business day. Under the Valuation Policy, the Board has delegated certain functions to a Trustee Valuation Committee or another valuation committee to determine the fair value of certain investments. Each valuation committee that values each Fund’s investments, which includes using third party pricing services and/or approved alternate valuation methodologies, does so in accordance with the Valuation Policy. Notes 3B and 3C below describe in greater detail the methodologies used to value each Fund’s investments.

B. NET ASSET VALUE

Each Fund of the Trust is divided into shares and share classes. The price per share of each class of a Fund’s shares is called the NAV. The NAV forms the basis for all transactions involving buying, selling, exchanging or reinvesting shares. Each Fund’s NAV is calculated by taking the total value of a Fund’s assets, subtracting a Fund’s liabilities, and dividing by the total number of shares outstanding.

Each Fund’s NAV is calculated once a day, every day the New York Stock Exchange (“NYSE”) is open, including days when foreign markets and/or bond markets are closed. For purposes of calculating the NAV, the value of investments held by each Fund is generally determined as of the time of the close of the NYSE, which is usually 4:00 p.m. Eastern Time. Information that becomes known to the Trust or its agents after the close of the NYSE on a particular day will not normally be used to retroactively adjust the price of an investment for that same business day.

Each Fund’s NAV will not be calculated on days when the NYSE is closed. There may be a delay in calculating the NAV if: (i) the NYSE is closed on a day other than a regular holiday or weekend, (ii) trading on the NYSE is restricted, (iii) an emergency exists (as determined by the Securities and Exchange Commission (“SEC”)), making the sale of investments or determinations of NAV not practicable, or (iv) the SEC permits a delay for the protection of shareholders.

Certain Funds may hold investments that are primarily listed on foreign exchanges. Because those investments trade on days when the Funds do not calculate their NAVs, the value of those investments may change on days when a shareholder will not be able to purchase or redeem Fund shares.

C. INVESTMENT VALUATION

The value of each security or other investment is the amount which a Fund might reasonably expect to receive for the investment upon its current sale in the ordinary course of business. For purposes of calculating the NAV, the value of investments held by each Fund is based primarily on pricing data obtained from various sources approved by the Board.

Portfolio Optimization Funds

The investments of each Portfolio Optimization Fund consist of Class P shares of the PL Underlying Funds, which are valued at their respective NAVs.

Money Market Instruments and Short-Term Investments

The investments of the PL Money Market Fund and money market instruments and short-term investments in other Funds maturing within 60 days are valued at amortized cost in accordance with the 1940 Act. Amortized cost involves valuing an investment at cost on the date of acquisition and thereafter assuming a constant accretion of a discount or amortization of a premium to maturity, regardless of the impact of fluctuating interest rates on the market value of the instrument. While this method provides consistency in valuation (and may only be used if it

C-2

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

approximates market value), it may result in periods during which value, as determined by amortized cost, is higher or lower than the price that would be received if the Fund sold the investment. Fund investments in other mutual funds for temporary cash management purposes are valued at their respective NAVs.

Domestic Equity Investments

For domestic equity investments (including exchange-traded funds), the Funds use the last reported sale price or official closing price from an exchange as of the time of the NYSE close and do not normally take into account trading, clearances or settlements that take place after the NYSE close. Investments, for which no sales are reported, are generally valued at the mean between the most recent bid and ask prices obtained from approved pricing services, established market makers, or from broker-dealers.

Domestic and Foreign Fixed Income Investments

Fixed income investments are generally valued using the mean between bid and ask prices provided by approved pricing and quotation services, which are based upon evaluated prices determined from various observable market and other factors. Certain fixed-income investments are valued by benchmark, matrix, or other pricing methodologies approved by the Board or its delegate (i.e. a valuation committee approved by the Board).

Investment Values Determined by a Valuation Committee

The Valuation Policy includes methodologies approved for valuing investments in circumstances where market quotations are not readily available. In such circumstances, the Valuation Policy provides that the Board has delegated authority to a valuation committee to adopt and use alternate valuation formulas and methodologies as it deems necessary and appropriate (“Alternate Valuation Methodologies”) to value such investments. Under the Valuation Policy these Alternate Valuation Methodologies may include, among others, the use of broker quotes, the use of purchase prices for initial public offerings, and benchmark and matrix pricing. In the event market quotations or Alternate Valuation Methodologies are not readily available or are determined to be unreliable, the value of the investments will be determined in good faith by the Trustee Valuation Committee or determined by a valuation committee established under the Valuation Policy and then subsequently submitted for approval or ratification to either the Trustee Valuation Committee, or to the Board. Valuations determined by the Trustee Valuation Committee or other valuation committee may require subjective inputs about the value of such investments. While these valuations are intended to estimate the value a Fund might reasonably expect to receive upon the current sale of the investments in the ordinary course of business, such values may differ from the value that a Fund would actually realize if the investments were sold or values that would be obtained if a different valuation methodology had been used.

Market quotations are considered not readily available if: (i) the market quotations received are deemed unreliable or inaccurate, (ii) approved pricing services do not provide a valuation for a particular investment, or (iii) material events occur after the close of the principal market for a particular investment but prior to the close of the NYSE.

D. FAIR VALUE MEASUREMENTS AND DISCLOSURES

The Trust characterizes its investments as Level 1, Level 2 or Level 3 based upon the various inputs or methodologies used to value the investments. Under the Valuation Policy, a valuation oversight committee (“VOC”) has been established which determines the level in which each Fund’s investments are characterized. The VOC includes investment, legal and compliance members of the Trust’s Adviser, accounting members of the Trust’s Administrator, and the Trust’s Chief Compliance Officer (“CCO”). The three-tier hierarchy of inputs is summarized in the three broad levels listed below:

• Level 1 - Quoted prices (unadjusted) in active markets for identical investments

• Level 2 - Significant observable market-based inputs, other than Level 1 quoted prices, or unobservable inputs that are corroborated by market data

• Level 3 - Significant unobservable inputs that are not corroborated by observable market data

The VOC reviews the Valuation Policy periodically (at least annually) to determine the appropriateness of the pricing methodologies used to value each Fund’s investments. The VOC also periodically evaluates how each Fund’s investments are characterized within the three-tier hierarchy and the appropriateness of third party pricing sources. The VOC also periodically (at least annually) conducts back testing of the value of various Level 2 and Level 3 investments to evaluate the effectiveness of the pricing methodologies including the unobservable inputs used to value those investments. Such back-testing includes comparing Level 2 and Level 3 investment values to subsequently available exchange-traded prices, transaction prices, and/or observable vendor prices. All changes to the Valuation Policy are reported to the Board on a quarterly basis with material changes, as determined by the Trust’s CCO, requiring approval by the Board.

The inputs or methodologies used for characterizing each Fund’s investments within the three-tier hierarchy are not necessarily an indication of the relative risks associated with investing in those investments. For example, money market instruments are valued using amortized cost in accordance with the rules under the 1940 Act. Generally, amortized cost approximates the current fair value of an investment, but since the value is not obtained from a quoted price in an active market, such investments are reflected as Level 2. For fair valuations using significant unobservable inputs, the Trust presents a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. The Trust also discloses the amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when a Fund had an amount of Level 3 investments at the beginning and/or end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each level within the three-tier hierarchy are disclosed only when a Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period. A summary of each Fund’s investments as of September 30, 2013 as categorized under the three-tier hierarchy of inputs, and the reconciliation of Level 3 investments and information on transfers in and out of each level, if applicable, can be found in the Notes to Schedule of Investments section of each Fund’s Schedule of Investments.

C-3

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

The following is a description of valuation inputs and techniques that the Trust currently utilizes to fair value each major category of assets and liabilities:

Equity Securities (Common and Preferred Stock) and Mutual Funds

Equity securities (foreign or domestic) that are actively traded on a securities exchange are fair valued based on quoted prices from the applicable exchange, and to the extent valuation adjustments are not applied to these securities, they are categorized as Level 1. Equity securities traded on inactive markets and certain foreign equity securities are fair valued using significant other observable inputs which include broker-dealer quotes, recently executed transactions adjusted for changes in the benchmark index, or evaluated price quotes received from pricing vendors that take into account the integrity of the market sector and issuer, the individual characteristics of the security, and information received from broker-dealers and other market sources pertaining to the issuer or security. To the extent that these inputs are observable and timely, the fair values of these securities would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Investments in registered mutual funds, including affiliated mutual funds, are valued at their respective NAV and are categorized as Level 1.

U.S. Treasury Obligations

U.S. Treasuries are fair valued based on pricing models that evaluate the mean between the most recently published bid and ask price from market data sources. The models also take into consideration data received from active market makers and inter-dealer brokers and yield curves. Yield curves change daily in response to market conditions and are generally obtained from the new issue market and broker-dealer sources. To the extent that these inputs are observable and timely, the fair values of U.S. Treasury obligations would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Corporate Bonds and Notes and U.S. Government & Agency Issues

Corporate bonds held by a Fund are generally comprised of two main categories: investment grade bonds and high yield bonds. Investment grade bonds are reported at fair value using various inputs and techniques, which include broker-dealer quotations, live trading levels, recently executed transactions in securities of the issuer or comparable issuers, issuer credit information and options-adjusted spread models where applicable. Fair values for high yield bonds are based primarily on broker-dealer quotations from relevant market makers and recently executed transactions in securities of the issuer or comparable issuers. The broker-dealer quotations received are supported by credit analysis of the issuer that takes into consideration credit quality assessments, daily trading activity, and the activity of the underlying equities, listed bonds and sector-specific trends. To the extent that these inputs are observable and timely, the fair values of corporate bonds would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

U.S. Government & Agency Issues are reported at fair value using various inputs and techniques, which include broker-dealer quotations, live trading levels, recently executed transactions in securities of the issuer, issuer credit information, and options-adjusted spread models where applicable. To the extent that these inputs are observable and timely, the fair values of U.S. Government & Agency Issues would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Senior Loan Notes

Floating rate senior loans (“Senior Loans”) are fair valued based on a quoted price received from a single broker-dealer or an average of quoted prices received from multiple broker-dealers or valued relative to other benchmark securities when broker-dealer quotes are unavailable. To the extent that these inputs are observable, the fair values of Senior Loans would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Short-Term Investments

Short-term investments maturing within 60 days are valued using amortized cost, which is used if it approximates market value, and are categorized as Level 2.

4. INVESTMENTS AND RISKS

General Investment Risks

An investment in each Fund represents an indirect investment in the assets owned by that Fund. As with any mutual fund, the value of the assets owned by each Fund may move up or down, and as a result, an investment in a Fund at any point in time may be worth more or less than the original amount invested. Events in the financial markets have the potential to cause increased volatility and uncertainty, which may impact the value of each Fund’s investments. Due to interdependencies between markets, events in one market may adversely impact other markets or issuers in unforeseen ways. As a result, the value of each Fund’s investments may be adversely affected by events in the markets, either directly or indirectly, and each Fund is exposed to potential decreases in the value of those investments. In addition, traditionally liquid investments may experience periods of diminished liquidity. Governmental and regulatory responses to market events may impair the Adviser’s ability to pursue certain investment techniques or strategies and may have unexpected consequences on particular markets, strategies, or investments. Future events may impact a Fund in unforeseen ways, leading a Fund to alter its existing strategies or, potentially, to liquidate and close.

Fund of Funds Investments

The Portfolio Optimization Funds are exposed to the same risks as the PL Underlying Funds in direct proportion to the allocation of assets among those funds. The semi-annual report for the PL Underlying Funds contains information about the risks associated with investing in the PL Underlying Funds. Allocations among the PL Underlying Funds are determined using an asset allocation process, which seeks to optimize returns by allocating among different asset classes given various levels of risk tolerance. The allocations of the Portfolio Optimization Funds may not effectively decrease risk or increase returns for investors, and the selection and weighting of allocations to asset classes and/or PL Underlying Funds may cause them to underperform other mutual funds with a similar investment objective. Although the Portfolio

C-4

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

Optimization Funds seek to provide diversification across major asset classes, they may invest a significant portion of their assets in any one or several PL Underlying Funds (See Note 6C).

Equity Investments

The price of equity investments change in response to many factors, including a company’s historical and prospective earnings, cash flows, the value of its assets, investor perceptions and many of the factors discussed in General Investment Risks above.

Fixed Income Investments

Fixed income (debt) investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates, although the factors noted above may also have a significant impact on fixed income (debt) investments. There is a risk that an issuer of a Fund’s fixed income (debt) investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high- yield/high-risk bonds, e.g., bonds with low credit ratings by Moody’s (Ba or lower) or Standard & Poor’s (BB and lower) or if unrated are of comparable quality as determined by the manager, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Certain asset-backed instruments, such as collateralized debt obligations, collateralized mortgage obligations and other mortgage related securities, structured investment vehicles and other debt investments may have exposure to subprime loans or subprime mortgages, which are loans to persons with lower credit ratings. These instruments may present credit risk that is not transparent and that is greater than indicated by their ratings. The value of these instruments may be more acutely affected by downturns in the credit markets or the real estate market than certain other investments, and it may be difficult to value these instruments because of a thin secondary market.

Foreign Investments

There are certain additional risks involved in investing in foreign securities that are generally not inherent in investments in domestic securities. These risks may involve foreign currency fluctuations, adverse political, social and economic developments and the possible imposition of currency exchange blockages or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times more volatile than securities of comparable U.S. companies and U.S. securities markets. The markets in emerging markets countries can be extremely volatile.

Illiquid Investments

Each Fund may not invest in illiquid securities and illiquid bank loans (collectively, “Illiquid Investments”) if as a result of such investment, more than 15% of its net assets (5% of total assets for the PL Money Market Fund), taken at market value at the time of such investment, would be invested in Illiquid Investments. The term “Illiquid Investments” for this purpose means investments that cannot be disposed of within seven days in the ordinary course of business at approximately the amount at which a Fund has valued the investments. Illiquid Investments may be difficult to value and difficult to sell, which means a Fund may not be able to sell such investments quickly for their full value. The value of Illiquid Investments held by each Fund as of September 30, 2013 was less than 15% of its net assets (5% of total assets for the PL Money Market Fund).

Senior Loan Participations and Assignments

Certain Funds may invest in Senior Loans, the interest rates of which float or adjust periodically based upon a specified adjustment schedule, benchmark indicator, or prevailing interest rates of domestic or foreign corporations, partnerships and other entities (“Borrowers”). Senior Loans generally pay interest at rates which are periodically redetermined by reference to a base lending rate plus a premium. These base lending rates generally include prime rates of one or more major U.S. banks, LIBOR rates or certificates of deposit rates. Senior Loans often require prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay cannot be predicted with accuracy. As a result, the actual maturity may be substantially less than the stated maturities. Senior Loans are exempt from registration under the Securities Act of 1933, may contain certain restrictions on resale, and cannot be sold publicly. A Fund’s investments in Senior Loans may be in the form of participations in loans or assignments of all or a portion of loans from third parties.

When a Fund purchases assignments, it acquires all the rights and obligations under the loan agreement of the assigning lender. Assignments may, however, be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more limited than those held by the assigning lender.

When a Fund purchases a participation of a Senior Loan interest, the Fund typically enters into a contractual agreement with the lender or other third party selling the participation. A participation interest in Senior Loans includes the right to receive payments of principal, interest and any fees to which it is entitled from the lender and only upon receipt by the lender of payments from the Borrower, but not from the Borrower directly. When investing in a participation interest, if a Borrower is unable to meet its obligations under a loan agreement, a Fund generally has no right to enforce compliance with the terms of the loan agreement. As a result, the Fund assumes the credit risk of the Borrower, the selling participant, and any other persons that are interpositioned between the Fund and the Borrower. If the lead lender in a typical lending syndicate becomes insolvent, enters Federal Deposit Insurance Corporation (“FDIC”) receivership or, if not FDIC insured, enters into bankruptcy, the Fund may incur certain costs and delays in receiving payment or may suffer a loss of principal and/or interest. As of September 30, 2013, no participation interest in Senior Loans was held by any of the Funds covered in this report.

U.S. Government Agencies or Government-Sponsored Enterprises

Certain Funds may invest in U.S. Government agencies or government-sponsored enterprises. U.S. Government securities are obligations of and, in certain cases, guaranteed by, the U.S. Government, its agencies or instrumentalities. The U.S. Government does not guarantee the NAV of each Fund’s shares. Some U.S. Government securities, such as Treasury Bills, Treasury Notes, Treasury Bonds, and securities

C-5

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

guaranteed by the Government National Mortgage Association (“GNMA” or “Ginnie Mae”), are supported by the full faith and credit of the U.S. Government; others, such as those of the Federal Home Loan Bank, are supported by the right of the issuer to borrow from the U.S. Department of the Treasury (the “U.S. Treasury”); others, such as those of the Federal National Mortgage Association (“FNMA” or “Fannie Mae”), are supported by the discretionary authority of the U.S. Government to purchase the agency’s obligations. Securities not backed by the full faith and credit of the U.S. Government may be subject to a greater risk of default. U.S. Government securities may include zero coupon securities, which do not distribute interest on a current basis and tend to be subject to greater risk than interest-paying securities of similar maturities.

Government-related guarantors (i.e., not backed by the full faith and credit of the U.S. Government) include FNMA and the Federal Home Loan Mortgage Corporation (“FHLMC” or “Freddie Mac”). FNMA is a government-sponsored corporation, the common stock of which is owned entirely by private stockholders. FNMA purchases conventional (i.e., not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers which include state and federally chartered savings and loan associations, mutual savings banks, commercial banks and credit unions and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA, but are not backed by the full faith and credit of the U.S. Government. FHLMC issues Participation Certificates (“PCs”), which are pass-through securities, each representing an undivided interest in a pool of residential mortgages. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but PCs are not backed by the full faith and credit of the U.S. Government.

5. INVESTMENT ADVISORY, ADMINISTRATION AND SHAREHOLDER SERVICES, SUPPORT SERVICES AND DISTRIBUTION AGREEMENTS

Pursuant to an Investment Advisory Agreement, PLFA, a wholly-owned subsidiary of Pacific Life Insurance Company (“Pacific Life”), serves as Adviser to the Trust. PLFA manages the Portfolio Optimization Funds. PLFA also manages the PL Short Duration Income Fund, PL Income Fund, PL Strategic Income Fund, PL Floating Rate Income Fund, PL Limited Duration High Income Fund, PL High Income Fund and PL Money Market Fund under the name Pacific Asset Management. PLFA receives advisory fees from each Fund based on the following advisory fee rates, which are based on an annual percentage of average daily net assets of each Fund:

PL Portfolio Optimization Conservative	0.20%	PL Portfolio Optimization Aggressive	0.20%	PL Floating Rate Income	0.65%
PL Portfolio Optimization Moderate-Conservative	0.20%	PL Short Duration Income	0.40%	PL Limited Duration High Income (1)	0.65%
PL Portfolio Optimization Moderate	0.20%	PL Income	0.50%	PL High Income	0.60%
PL Portfolio Optimization Moderate-Aggressive	0.20%	PL Strategic Income	0.60%	PL Money Market	See (2)

(1) PLFA has contractually agreed to waive 0.02% of its advisory fees through July 31, 2014. The agreement will terminate if the investment advisory agreement is terminated or upon approval by the Board and prior written notice to the investment adviser. There is no guarantee that PLFA will continue such waiver after that date.

(2) An annual rate of 0.20% of the first $250 million of the average daily net assets, 0.15% of the next $250 million, and 0.10% in excess of $500 million.

Pursuant to an Administration and Shareholder Services Agreement (the “Administration Agreement”), Pacific Life serves as administrator (the “Administrator”) to the Trust. During the reporting period, the Trust paid the Administrator an administration fee at an annual rate of 0.15% for each class of the Portfolio Optimization Funds (which invest in the PL Underlying Funds that also have an administration fee at an annual rate of 0.15%), for Class I shares of the PL Short Duration Income Fund, PL Income Fund, PL Strategic Income Fund, PL Floating Rate Income Fund, PL Limited Duration High Income Fund and PL High Income Fund and for Class P shares of the PL Floating Rate Income Fund. The Trust also compensated the Administrator at an annual rate of 0.30% for each class of the PL Money Market Fund and Class A, Class C and Advisor Class shares of the PL Short Duration Income Fund, PL Income Fund, PL Strategic Income Fund, PL Floating Rate Income Fund, PL Limited Duration High Income Fund and PL High Income Fund. The administration fee is for procuring or providing administrative, transfer agency, and shareholder services. In addition, Pacific Life and PLFA provide support services to the Trust that are outside the scope of the Administrator’s and Adviser’s responsibilities under the Administration Agreement and Investment Advisory Agreement. Under the Support Services Agreement, the Trust compensated Pacific Life and PLFA for their expenses in providing support services to the Trust in connection with various matters, some of which include the time spent by legal, accounting, and compliance personnel of Pacific Life and PLFA (including individuals who may be officers or Trustees of the Trust), to attend meetings of the Board and to provide assistance with the coordination and supervision in connection with the services procured for the Trust under the Administration Agreement. Support services do not include services for which PLFA is responsible pursuant to the Investment Advisory Agreement. The Trust reimbursed Pacific Life and PLFA for these support services on an approximate cost basis.

Pursuant to a Distribution Agreement, Pacific Select Distributors, Inc. (the “Distributor”), a wholly-owned subsidiary of Pacific Life, serves as distributor of the Trust’s shares. Under the Distribution Agreement, the Distributor bears all expenses of providing services, including costs of sales presentations, mailings, advertisements, and other marketing efforts by the Distributor in connection with the distribution or sale of the Trust’s shares and makes distribution and/or service payments to selling groups in connection with the sale of certain of the Trust’s shares and subsequent servicing needs of shareholders provided by selling groups. The Distributor received distribution and service fees pursuant to class-specific distribution and service plans, each adopted in accordance with Rule 12b-1 under the 1940 Act (together the “12b-1 Plans”) for Class B, C and R shares. The Distributor also received service fees pursuant to a Class A Service Plan (“Class A Plan”) which was not adopted in accordance with Rule 12b-1 under the 1940 Act. Under the 12b-1 Plans, each Fund paid to the Distributor both distribution and service fees at an annual rate expressed as a percentage of average daily net assets. The distribution fee was 0.75% for Class B and C shares and 0.25% for R shares.

C-6

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

The service fee was 0.25% for Class B, C, and R shares. Under the Class A Plan, each Fund paid the Distributor service fees at an annual rate of 0.25% of the average daily net assets attributable to the applicable share class. There are no distribution and service fees for Class I, Class P, and Advisor Class shares. The distribution and service fees were accrued daily. For the six-month period ended September 30, 2013, the Distributor, acting as underwriter, received net commissions (front-end sales charges) of $11,522,564 from the sale of Class A shares and received $524,928 in CDSC from redemptions of Class A, B and C shares.

6. TRANSACTIONS WITH AFFILIATES

A. ADVISORY FEES, ADMINISTRATION FEES, DISTRIBUTION AND SERVICE FEES AND EXPENSES FOR SUPPORT SERVICES

The Adviser, the Distributor and Pacific Life are related parties. The advisory fees earned by the Adviser, the administration fees earned by Pacific Life, the distribution and service fees earned by the Distributor, including any fee waivers, and expenses for support services recovered by PLFA and Pacific Life (see Note 5) from each Fund covered in this report for the six-month period ended September 30, 2013 are presented in the Statements of Operations. The amounts of each of these fees that remained payable as of September 30, 2013 are presented in the Statements of Assets and Liabilities.

B. EXPENSE LIMITATION AGREEMENTS

To help limit the Trust’s expenses, PLFA has entered into expense limitation agreements with the Trust and has contractually agreed to reimburse each Fund for certain operating expenses that exceed an annual rate based on a percentage of a Fund’s average daily net assets. These operating expenses include, but are not limited to: administration fees; organizational expenses; custody expenses; expenses for audit, tax and certain legal services; preparation, printing, filing and distribution to existing shareholders of proxies, prospectuses and shareholder reports and other regulatory documents, as applicable; independent trustees’ fees; and establishing, overseeing and administering the Trust’s compliance program. These operating expenses do not include: investment advisory fees; distribution and/or service fees; dividends on securities sold short; acquired fund fees and expenses; interest; taxes (including foreign taxes on dividends, interest or gains); brokerage commissions and other transactional expenses and extraordinary expenses such as litigation expenses and other expenses not incurred in the ordinary course of each Fund’s business. The current expense cap for the Class A, Class B, Class C and Class R shares of each Portfolio Optimization Fund is 0.15% through July 31, 2015 and 0.30% thereafter through July 31, 2022; the Adviser Class shares expense cap is 0.20% through December 31, 2015 and 0.30% thereafter through July 31, 2022. The current expense cap for the PL Short Duration Income Fund, PL Strategic Income Fund and PL High Income Fund is 0.20% through July 31, 2015. The current expense cap for the PL Income Fund is 0.15% through July 31, 2014 and 0.20% thereafter through July 31, 2015. The current expense cap for the PL Floating Rate Income Fund is 0.15% through December 31, 2014 and 0.20% thereafter through July 31, 2015. The current expense cap for the PL Limited Duration High Income Fund is 0.20% through July 31, 2016. The current expense cap for the PL Money Market Fund is 0.30% through July 31, 2014. There is no guarantee that PLFA will continue to reimburse expenses upon the expiration of the applicable expense caps.

Any expense reimbursements are subject to repayment to PLFA for a period of time as permitted under regulatory and accounting guidance (currently 3 years from the end of the fiscal year in which the reimbursement or reduction took place) to the extent such expenses fall below the current expense cap in future years. Any amounts repaid to PLFA will have the effect of increasing such expenses of the Fund, but not above the expense cap. There was no recoupment of expense reimbursement by PLFA from any Funds covered in this report during the six-month period ended September 30, 2013.

For the PL Money Market Fund, in addition to the expense cap and expense reimbursements described above, PLFA, the Administrator and/or the Distributor have agreed, temporarily, to waive all or a portion of their fees, to the extent necessary to prevent the Fund’s expenses from exceeding earnings (i.e., to prevent the Fund from having a negative yield). However, there can be no assurance that a negative yield will not occur. Any fee waivers for the PL Money Market Fund are not subject to repayment to PLFA, the Administrator and/or the Distributor. There is no guarantee that PLFA, the Administrator, and/or the Distributor will continue to waive a portion of their fees in the future.

The Adviser expense reimbursement, the advisory fee waiver, the administration fee waiver, and the service fee waiver, if any, of each of the applicable Funds covered in this report for the six-month period ended September 30, 2013 are presented in the Statements of Operations. Any amounts that remained due from the Adviser as of September 30, 2013 are presented in the Statements of Assets and Liabilities.

The cumulative reimbursement and fee reduction amounts, if any, as of September 30, 2013 that are subject to repayment for each Fund covered in this report are as follows:

Funds	3/31/2014		3/31/2015		3/31/2016		3/31/2017
PL Portfolio Optimization Conservative		$486,514		$406,199		$504,164		$244,011
PL Portfolio Optimization Moderate-Conservative		467,467		416,693		475,646		234,738
PL Portfolio Optimization Moderate		1,294,312		1,027,703		1,124,770		566,133
PL Portfolio Optimization Moderate-Aggressive		1,124,694		807,014		814,333		398,391
PL Portfolio Optimization Aggressive		477,661		316,090		306,272		136,832
PL Short Duration Income				42,485		97,734		85,038
PL Income		85,763		651,413		1,323,370		747,106
PL Strategic Income				45,025		118,217		84,676
PL Floating Rate Income				123,956		347,661		505,408
PL Limited Duration High Income								27,511
PL High Income				42,254		97,325		53,007
PL Money Market		112,758		93,514		110,746		33,196
Total		$4,049,169		$3,972,346		$5,320,238		$3,116,047

C-7

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

C. INVESTMENTS IN AFFILIATED FUNDS

As of September 30, 2013, each of the Portfolio Optimization Funds (aggregate of all share classes) owned Class P shares in each of the applicable affiliated PL Underlying Funds. A summary of holdings and transactions with affiliated mutual fund investments as of and for the six-month period ended September 30, 2013 is as follows:

Fund/Underlying Fund	Beginning Value as of April 1, 2013		Purchase Cost		Sales Proceeds		Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)			As of September 30, 2013
													Ending Value		Shares Balance
PL Portfolio Optimization Conservative
PL Floating Rate Loan		$31,638,296		$2,073,554		$2,473,981		($12,662	)		$447,758			$31,672,965		3,051,345
PL Inflation Managed		50,605,909		3,175,731		3,734,508		(444,290	)		(3,347,123	)		46,255,719		5,122,449
PL Managed Bond		175,736,920		11,431,418		13,125,692		(600,632	)		(3,351,339	)		170,090,675		15,633,334
PL Short Duration Bond		76,380,934		5,025,805		7,868,948		(58,092	)		(119,064	)		73,360,635		7,263,429
PL Emerging Markets Debt		24,377,439		8,158,593		2,076,474		(148,900	)		(1,295,306	)		29,015,352		2,924,935
PL Comstock		22,273,929		—		4,602,332		1,154,402			1,010,371			19,836,370		1,258,653
PL Growth		3,683,177		795,897		389,666		20,943			474,241			4,584,592		290,532
PL Large-Cap Growth		10,331,969		—		742,717		107,407			1,151,752			10,848,411		926,423
PL Large-Cap Value		23,435,269		—		1,569,120		373,746			1,500,813			23,740,708		1,573,274
PL Main Street Core		7,484,816		—		392,281		51,915			677,487			7,821,937		583,291
PL Mid-Cap Equity		8,030,780		—		557,038		145,478			801,816			8,421,036		682,971
PL Mid-Cap Growth		4,775,798		—		266,751		39,174			748,064			5,296,285		528,571
PL International Large-Cap		11,810,003		—		742,717		40,276			934,011			12,041,573		673,090
PL International Value		7,184,079		—		473,352		36,148			807,388			7,554,263		740,614
PL Currency Strategies		15,070,002		—		1,114,075		76,826			(182,413	)		13,850,340		1,356,547
PL Global Absolute Return		29,776,965		1,672,249		2,228,151		(44,009	)		(1,321,967	)		27,855,087		2,862,804
PL Precious Metals		4,374,793		1,168,204		371,358		(233,705	)		(962,788	)		3,975,146		652,733
		$506,971,078		$33,501,451		$42,729,161		$504,025			($2,026,299	)		$496,221,094
PL Portfolio Optimization Moderate-Conservative
PL Floating Rate Loan		$30,042,421		$2,896,713		$581,976		($7,470	)		$434,231			$32,783,919		3,158,374
PL Inflation Managed		42,225,492		3,181,250		743,561		(106,653	)		(2,957,817	)		41,598,711		4,606,723
PL Managed Bond		112,115,054		10,466,052		2,064,095		(92,248	)		(2,310,288	)		118,114,475		10,856,110
PL Short Duration Bond		55,378,880		4,992,365		1,043,473		(10,102	)		(106,699	)		59,210,971		5,862,472
PL Emerging Markets Debt		15,708,340		7,243,296		362,247		(28,399	)		(920,300	)		21,640,690		2,181,521
PL Comstock		31,182,878		—		1,791,631		415,092			2,556,911			32,363,250		2,053,506
PL Growth		4,850,711		3,057,833		143,330		11,183			719,384			8,495,781		538,389
PL Large-Cap Growth		17,760,751		—		276,655		42,264			2,180,833			19,707,193		1,682,937
PL Large-Cap Value		40,645,763		—		1,248,985		249,496			3,043,615			42,689,889		2,829,019
PL Main Street Core		25,721,046		—		461,092		82,572			2,456,982			27,799,508		2,073,043
PL Mid-Cap Equity		10,236,612		—		184,437		42,630			1,188,856			11,283,661		915,139
PL Mid-Cap Growth		5,029,999		896,220		109,255		7,872			856,788			6,681,624		666,829
PL Small-Cap Growth		6,641,374		—		109,661		21,463			926,689			7,479,865		492,096
PL Small-Cap Value		5,161,697		—		92,218		14,604			415,921			5,500,004		417,616
PL Emerging Markets		8,386,215		1,601,721		172,808		(1,886	)		464,726			10,277,968		691,188
PL International Large-Cap		21,248,467		—		368,873		20,301			1,781,872			22,681,767		1,267,846
PL International Value		14,988,467		—		270,840		16,890			1,781,499			16,516,016		1,619,217
PL Currency Strategies		13,957,046		1,591,663		276,655		(2,818	)		(177,749	)		15,091,487		1,478,108
PL Global Absolute Return		28,943,076		3,467,538		553,309		(21,908	)		(1,394,564	)		30,440,833		3,128,554
PL Precious Metals		9,109,580		4,332,571		184,437		(103,587	)		(2,395,927	)		10,758,200		1,766,535
		$499,333,869		$43,727,222		$11,039,538		$549,296			$8,544,963			$541,115,812

C-8

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

Fund/Underlying Fund	Beginning Value as of April 1, 2013		Purchase Cost		Sales Proceeds		Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)			As of September 30, 2013
													Ending Value		Shares Balance
PL Portfolio Optimization Moderate
PL Floating Rate Loan		$48,547,581		$3,790,685		$97,819		($1,573	)		$700,929			$52,939,803		5,100,174
PL Inflation Managed		53,879,071		10,669,216		103,785		(25,324	)		(3,781,969	)		60,637,209		6,715,084
PL Managed Bond		196,611,792		23,109,134		378,127		(18,770	)		(4,200,825	)		215,123,204		19,772,353
PL Short Duration Bond		77,977,740		6,372,744		151,771		(1,845	)		(158,873	)		84,037,995		8,320,594
PL Emerging Markets Debt		35,715,604		14,089,238		81,010		(4,903	)		(2,231,826	)		47,487,103		4,787,006
PL Comstock		104,788,044		—		1,183,860		249,247			9,667,795			113,521,226		7,203,123
PL Growth		18,415,744		10,721,524		48,151		2,949			2,732,148			31,824,214		2,016,744
PL Large-Cap Growth		55,005,359		—		97,819		11,920			6,910,274			61,829,734		5,280,080
PL Large-Cap Value		129,541,349		—		236,902		39,490			10,441,431			139,785,368		9,263,444
PL Main Street Core		82,050,485		—		146,728		22,236			8,110,196			90,036,189		6,714,108
PL Mid-Cap Equity		50,787,357		—		87,272		12,174			6,123,508			56,835,767		4,609,551
PL Mid-Cap Growth		19,272,907		6,096,713		44,328		1,993			3,397,560			28,724,845		2,866,751
PL Small-Cap Growth		15,550,433		—		27,817		4,217			2,228,037			17,754,870		1,168,084
PL Small-Cap Value		45,932,777		—		85,592		13,157			3,839,193			49,699,535		3,773,693
PL Real Estate		25,165,012		1,718,297		48,910		3,689			(1,018,497	)		25,819,591		1,960,485
PL Emerging Markets		47,141,348		7,884,752		96,138		(2,445	)		2,559,664			57,487,181		3,865,984
PL International Large-Cap		77,889,808		7,857,423		151,771		(1,013	)		7,224,565			92,819,012		5,188,318
PL International Value		53,701,195		5,189,017		104,543		659			6,944,609			65,730,937		6,444,209
PL Currency Strategies		47,980,363		4,557,155		97,819		(500	)		(621,739	)		51,817,460		5,075,168
PL Global Absolute Return		60,455,859		8,906,165		122,274		(2,704	)		(3,017,420	)		66,219,626		6,805,717
PL Precious Metals		22,066,620		13,679,933		48,910		(26,926	)		(6,202,451	)		29,468,266		4,838,796
		$1,268,476,448		$124,641,996		$3,441,346		$275,728			$49,646,309			$1,439,599,135
PL Portfolio Optimization Moderate-Aggressive
PL Inflation Managed		$17,650,585		$5,386,573		$67,178		($7,072	)		($1,219,115	)		$21,743,793		2,407,951
PL Managed Bond		73,616,782		7,652,269		223,137		(6,442	)		(1,551,972	)		79,487,500		7,305,836
PL Short Duration Bond		13,864,997		—		32,391		(68	)		(27,338	)		13,805,200		1,366,852
PL Emerging Markets Debt		10,077,020		4,321,419		44,385		(3,554	)		(603,210	)		13,747,290		1,385,815
PL Comstock		79,092,093		—		217,138		33,851			7,430,793			86,339,599		5,478,401
PL Growth		16,776,930		4,042,508		64,779		833			2,327,391			23,082,883		1,462,794
PL Large-Cap Growth		45,304,606		—		135,561		12,929			5,685,926			50,867,900		4,343,971
PL Large-Cap Value		99,860,840		—		1,530,939		306,765			7,791,853			106,428,519		7,052,917
PL Main Street Core		74,411,470		489,903		219,538		2,875			7,394,031			82,078,741		6,120,711
PL Mid-Cap Equity		52,364,418		—		158,354		19,302			6,304,101			58,529,467		4,746,915
PL Mid-Cap Growth		22,705,243		631,405		73,178		3,484			3,831,007			27,097,961		2,704,387
PL Small-Cap Growth		17,604,103		—		52,784		10,873			2,515,102			20,077,294		1,320,875
PL Small-Cap Value		53,365,960		—		158,353		24,956			4,447,960			57,680,523		4,379,690
PL Real Estate		24,649,968		1,756,278		77,977		2,598			(903,291	)		25,427,576		1,930,719
PL Emerging Markets		40,779,470		10,224,734		146,355		(4,607	)		2,334,069			53,187,311		3,576,820
PL International Large-Cap		66,933,840		4,357,506		211,138		837			6,036,300			77,117,345		4,310,640
PL International Value		53,975,286		3,016,743		164,353		(38,475	)		6,819,883			63,609,084		6,236,185
PL Currency Strategies		32,025,945		1,881,099		105,569		(2,544	)		(373,301	)		33,425,630		3,273,813
PL Global Absolute Return		40,692,054		5,544,005		131,962		(4,788	)		(1,981,208	)		44,118,101		4,534,235
PL Precious Metals		21,797,835		10,829,452		79,177		(41,411	)		(5,728,175	)		26,778,524		4,397,130
		$857,549,445		$60,133,894		$3,894,246		$310,342			$50,530,806			$964,630,241
PL Portfolio Optimization Aggressive
PL Managed Bond		$7,265,825		$652,387		$200,652		($4,278	)		($150,732	)		$7,562,550		695,087
PL Comstock		24,300,862		—		1,085,550		206,423			2,079,946			25,501,681		1,618,127
PL Growth		4,898,798		3,245,779		188,500		21,556			694,778			8,672,411		549,583
PL Large-Cap Growth		13,941,188		612,873		415,753		20,530			1,722,418			15,881,256		1,356,213
PL Large-Cap Value		30,598,605		—		2,133,156		403,393			2,073,124			30,941,966		2,050,495
PL Main Street Core		22,805,365		103,651		658,210		90,119			2,146,077			24,487,002		1,826,026
PL Mid-Cap Equity		16,955,924		—		479,217		62,373			1,955,659			18,494,739		1,499,979
PL Mid-Cap Growth		9,754,522		—		258,039		38,137			1,575,272			11,109,892		1,108,772
PL Small-Cap Growth		11,095,542		—		295,280		81,469			1,484,562			12,366,293		813,572
PL Small-Cap Value		21,171,150		—		589,804		113,708			1,632,132			22,327,186		1,695,306
PL Real Estate		10,305,879		304,907		294,902		26,335			(393,596	)		9,948,623		755,400
PL Emerging Markets		14,488,493		2,705,920		462,878		(11,527	)		768,722			17,488,730		1,176,108
PL International Large-Cap		21,096,788		1,864,768		636,930		3,826			1,861,405			24,189,857		1,352,144
PL International Value		16,664,995		656,432		489,856		3,709			2,034,360			18,869,640		1,849,965
PL Currency Strategies		9,573,494		540,060		294,903		2,314			(104,105	)		9,716,860		951,700
PL Global Absolute Return		12,114,457		1,420,187		368,628		(8,008	)		(567,053	)		12,590,955		1,294,034
PL Precious Metals		8,593,879		3,631,691		294,903		(167,085	)		(2,157,625	)		9,605,957		1,577,333
		$255,625,766		$15,738,655		$9,147,161		$882,994			$16,655,344			$279,755,598

C-9

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

As of September 30, 2013, Pacific Life owned the following percentages of the total shares outstanding (aggregate of all share classes) of each of the following Funds:

Fund	Ownership Percentage
PL Limited Duration High Income		88.17%
PL High Income		49.37%

D. INDEPENDENT TRUSTEES

The Trust pays each independent trustee of the Board retainer fees and specified amounts for various Board and committee services and for chairing those committees. The fees and expenses of the independent trustees of the Board are presented in the Statements of Operations.

Each independent trustee of the Board is eligible to participate in the Trust’s Deferred Compensation Plan (the “Plan”). The Plan allows each independent trustee to voluntarily defer receipt of all or a percentage of fees, which otherwise would be payable for services performed. Amounts in the deferral account are obligations of each Fund at the time of such deferral and are payable in accordance with the Plan. Deferral amounts are treated as though equivalent dollar amounts had been invested in shares of certain Funds. An independent trustee who defers compensation has the option to select credit rate options that track the performance, at NAV without a sales load, of Class A shares of the Portfolio Optimization Funds, PL Short Duration Income Fund, PL Income Fund, PL Strategic Income Fund, PL Floating Rate Income Fund, PL Limited Duration High Income, PL High Income Fund and/or PL Money Market Fund, and/or Class P shares of the corresponding PL Underlying Funds. The obligation of each Fund under the Plan (the “DCP Liability”) is recorded as a liability (accrued trustees’ fees and expenses and deferred compensation). Accordingly, the market value appreciation or depreciation on a Fund’s DCP Liability account will cause the expenses of that Fund to increase or decrease due to market fluctuation. The change in net unrealized appreciation or depreciation on a Fund’s DCP Liability account is recorded as an increase or decrease to expenses (trustees’ fees and expenses). For the six-month period ended September 30, 2013, such expenses were increased by $2,652 for all applicable Funds covered in this report as a result of the market value appreciation on such accounts. As of September 30, 2013, the total amount in the DCP Liability accounts was $12,160 for all applicable Funds covered in this report.

E. OFFICERS OF THE TRUST

None of the officers of the Trust received compensation from the Trust.

F. INDEMNIFICATIONS

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of performance of their duties to the Trust. In addition, the Trust entered into an agreement with each of the trustees which provides that the Trust will indemnify and hold harmless each trustee against any expenses actually and reasonably incurred by any trustee in any proceeding arising out of or in connection with the trustee’s services to the Trust, to the fullest extent permitted by the Trust’s Declaration of Trust and By-Laws, the general trust law of the State of Delaware, the Securities Act of 1933, and the 1940 Act, each as now or hereinafter in force. In the normal course of business, the Trust enters into contracts with service providers and others that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements and agreements is dependent on future claims that may be made against the Trust and/or the trustees and, therefore, cannot be estimated; however, based on experience, the risk of loss from such claims is considered remote.

7. UNFUNDED SENIOR LOAN COMMITMENTS

Unfunded loan commitments on senior loan participations and assignments (Note 4), if any, are marked to market daily and valued according to the Trust’s valuation policies and procedures. Any outstanding unfunded loan commitments are presented in the Notes to Schedules of Investments section of each applicable Fund’s Schedule of Investments. Any applicable net unrealized appreciation or depreciation at the end of the reporting period is recorded as an asset (unfunded loan commitment appreciation) or a liability (unfunded loan commitment depreciation) and any change in net unrealized appreciation or depreciation for the reporting period is recorded as a change in net unrealized appreciation or depreciation on unfunded loan commitment. As of September 30, 2013, the PL Floating Rate Income and PL Limited Duration High Income Funds had unfunded loan commitments of $785,556 and $14,583, respectively (see details in the Notes to Schedule of Investments).

C-10

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

8. PURCHASES AND SALES OF SECURITIES

The cost of purchases and proceeds from sales of investments (excluding short-term investments and the PL Money Market Fund since it trades exclusively in short-term debt investments) for the six-month period ended September 30, 2013, are summarized in the following table:

	U.S. Government Securities				Other Securities
Fund	Purchases		Sales		Purchases		Sales
PL Portfolio Optimization Conservative		$—		$—		$33,501,451		$42,729,161
PL Portfolio Optimization Moderate-Conservative		—		—		43,727,222		11,039,538
PL Portfolio Optimization Moderate		—		—		124,641,996		3,441,346
PL Portfolio Optimization Moderate-Aggressive		—		—		60,133,894		3,894,246
PL Portfolio Optimization Aggressive		—		—		15,738,655		9,147,161
PL Short Duration Income		—		—		49,118,584		33,416,561
PL Income		9,874,688		5,093,906		316,423,130		394,456,486
PL Strategic Income		—		—		56,098,280		63,781,260
PL Floating Rate Income		—		—		727,479,651		249,131,817
PL Limited Duration High Income		—		—		25,385,541		1,952,804
PL High Income		—		—		12,795,378		9,112,275

9. FEDERAL INCOME TAX INFORMATION

Each Fund intends to qualify each year as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code (the “Code”). A Fund that qualifies as a RIC does not have to pay income tax as long as it distributes sufficient taxable income and net capital gains. Each Fund declared and paid sufficient dividends on net investment income and capital gains distributions during the year or period ended March 31, 2013, to qualify as a RIC and is not required to pay Federal income tax under the Code. Accordingly, no provision for Federal income taxes is required in the financial statements. Required distributions are based on net investment income and net realized gains determined in accordance with income tax regulations, which may differ from U.S. GAAP for financial reporting purposes. These differences are primarily due to differing treatments for short-term capital gain distributions received, late year ordinary and post-October capital losses, capital loss carryforwards, and losses deferred due to wash sales. Permanent book and tax differences relating to shareholder distributions will result in reclassifications of capital accounts. In addition, the year in which amounts are distributed may differ from the year in which the net investment income is earned and the net gains are realized by each Fund.

The following table shows the accumulated capital losses and components of distributable earnings on a tax basis, and late year ordinary losses and post-October capital losses deferred, if any, for tax purposes as of March 31, 2013:

				Distributable Earnings				Late Year Ordinary and Post-October Losses Deferrals
Fund	Accumulated Capital Losses			Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Late-Year Ordinary Losses			Short-Term Capital Losses		Total
PL Portfolio Optimization Conservative		$—			$311,305		$4,692,498		$—			$—		$—
PL Portfolio Optimization Moderate-Conservative		—			—		1,192,253		(30,412	)		—		(30,412	)
PL Portfolio Optimization Moderate		(7,260,601	)		1,109,295		—		—			—		—
PL Portfolio Optimization Moderate-Aggressive		(26,832,370	)		1,258,078		—		—			—		—
PL Portfolio Optimization Aggressive		(24,677,921	)		108,933		—		—			—		—
PL Short Duration Income		—			155,546		48,378		—			—		—
PL Income		—			5,729,942		1,554,717		—			—		—
PL Strategic Income		—			823,253		150,134		—			—		—
PL Floating Rate Income		—			1,188,346		105,168		—			—		—
PL High Income		—			156,986		76,957		—			—		—
PL Money Market		(145	)		—		—		—			—		—

Accumulated capital losses represent net capital loss carryovers as of March 31, 2013 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. The following table shows the expiration dates and the amounts of capital loss carryover, if any, by each of the applicable Funds as of March 31, 2013:

							Unlimited Period of Net					Accumulated Capital Loss Carryover
	Net Capital Loss Carryover Expiring in						Capital Loss Carryover
Fund	2018			2019			Short-Term			Long-Term
PL Portfolio Optimization Moderate		($3,387,905	)		($3,872,696	)		$—			$—		($7,260,601	)
PL Portfolio Optimization Moderate-Aggressive		(22,723,265	)		(4,109,105	)		—			—		(26,832,370	)
PL Portfolio Optimization Aggressive		(21,647,525	)		(3,030,396	)		—			—		(24,677,921	)
PL Money Market		—			—			(145	)		—		(145	)

C-11

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

The aggregate Federal tax cost of investments and the composition of unrealized appreciation and depreciation on investments as of September 30, 2013, were as follows:

			Gross		Gross			Net Unrealized			Net Unrealized			Net
Fund	Total Cost of Investments on Tax Basis		Unrealized Appreciation on Investments		Unrealized Depreciation on Investments			Appreciation (Depreciation) on Investments			Appreciation (Depreciation) on Other (1)			Unrealized Appreciation (Depreciation)
PL Portfolio Optimization Conservative		$468,271,626		$35,666,868		($7,717,400	)		$27,949,468			$—			$27,949,468
PL Portfolio Optimization Moderate-Conservative		486,399,300		64,095,754		(9,379,242	)		54,716,512			—			54,716,512
PL Portfolio Optimization Moderate		1,227,219,447		229,829,512		(17,449,824	)		212,379,688			—			212,379,688
PL Portfolio Optimization Moderate-Aggressive		782,394,108		194,478,375		(12,242,242	)		182,236,133			—			182,236,133
PL Portfolio Optimization Aggressive		216,145,589		67,755,639		(4,145,630	)		63,610,009			—			63,610,009
PL Short Duration Income		66,423,139		381,740		(274,350	)		107,390			—			107,390
PL Income		498,275,751		2,892,180		(13,108,577	)		(10,216,397	)		—			(10,216,397	)
PL Strategic Income		43,669,845		822,817		(1,004,528	)		(181,711	)		(172	)		(181,883	)
PL Floating Rate Income		781,393,366		2,233,549		(2,893,802	)		(660,253	)		(2,792	)		(663,045	)
PL Limited Duration High		26,238,402		69,857		(131,117	)		(61,260	)		230			(61,030	)
PL High Income		17,915,891		357,162		(219,946	)		137,216			20			137,236
PL Money Market		33,662,635		—		—			—			—			—

(1) Other includes unfunded loan commitments and net appreciation or depreciation on assets and liabilities in foreign currencies, if any.

Each Fund recognizes the financial statement effects of a tax position taken or expected to be taken in a tax return when it is more likely than not, based on the technical merits, that the position will be sustained upon examination by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax liability for unrecognized tax benefits with a corresponding income tax expense. Each Fund analyzes all open tax years, as defined by the statute of limitations, for all major jurisdictions. As a result of each Fund’s evaluation, as of and during the six-month period ended September 30, 2013, each Fund did not record a liability for any unrecognized tax benefits. Each Fund’s policy is to recognize interest and penalties on unrecognized tax benefits in income tax expense. During the six-month period ended September 30, 2013, none of the Funds covered in this report incurred any interest or penalties. Each Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next six months.

Each Fund remains subject to examination by Federal and State tax authorities (principal state jurisdictions include California and Delaware) for the tax years ended March 31, 2010 through March 31, 2013 for Federal purposes and March 31, 2009 through March 31, 2013 for State purposes.

10. TAX CHARACTER OF DISTRIBUTIONS

The tax character of income and capital gains distributions to shareholders during the six-month period ended September 30, 2013 and the year or period ended March 31, 2013, were as follows:

	For the Six-Month Period Ended September  30, 2013						For the Year or Period Ended March 31, 2013
Fund	Ordinary Income		Long-Term Capital Gains		Total Distributions		Ordinary Income		Long-Term Capital Gains		Total Distributions
PL Portfolio Optimization Conservative		$—		$—		$—		$13,483,260		$1,941,221		$15,424,481
PL Portfolio Optimization Moderate-Conservative		—		—		—		9,424,340		—		9,424,340
PL Portfolio Optimization Moderate		—		—		—		15,773,113		—		15,773,113
PL Portfolio Optimization Moderate-Aggressive		—		—		—		6,080,007		—		6,080,007
PL Portfolio Optimization Aggressive		—		—		—		1,000,003		—		1,000,003
PL Short Duration Income		425,473		—		425,473		644,329		—		644,329
PL Income		7,905,160		—		7,905,160		24,411,888		628,377		25,040,265
PL Strategic Income		1,034,965		—		1,034,965		2,270,755		—		2,270,755
PL Floating Rate Income		8,220,511		—		8,220,511		5,581,382		—		5,581,382
PL Limited Duration High Income		110,382		—		110,382
PL High Income		414,591		—		414,591		901,637		—		901,637

C-12

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

11. SHARES OF BENEFICIAL INTEREST

Each Fund is authorized to issue an unlimited number of shares of beneficial interest with no par value. Changes in shares of beneficial interest of each Fund for the six-month period ended September 30, 2013 and the year or periods ended March 31, 2013 were as follows:

	Portfolio Optimization Conservative Fund (1)						PL Portfolio Optimization Moderate-Conservative Fund (1)						PL Portfolio Optimization Moderate Fund (1)						PL Portfolio Optimization Moderate-Aggressive Fund (1)
	Six-Month Period Ended 9/30/2013			Year or Period Ended 3/31/2013			Six-Month Period Ended 9/30/2013			Year or Period Ended 3/31/2013			Six-Month Period Ended 9/30/2013			Year or Period Ended 3/31/2013			Six-Month Period Ended 9/30/2013			Year or Period Ended 3/31/2013
Class A
Shares sold		3,285,429			9,555,985			4,316,503			7,963,161			9,368,196			16,343,831			5,340,869			8,430,453
Dividends and distributions reinvested		—			610,375			—			420,884			—			770,456			—			340,116
Shares repurchased		(4,115,560	)		(6,465,096	)		(2,869,689	)		(4,318,443	)		(4,355,682	)		(9,237,993	)		(2,701,187	)		(5,509,217	)
Net increase (decrease)		(830,131	)		3,701,264			1,446,814			4,065,602			5,012,514			7,876,294			2,639,682			3,261,352
Beginning shares outstanding		20,230,899			16,529,635			20,384,286			16,318,684			50,106,674			42,230,380			32,700,108			29,438,756
Ending shares outstanding		19,400,768			20,230,899			21,831,100			20,384,286			55,119,188			50,106,674			35,339,790			32,700,108
Class B
Shares sold		426,696			1,120,671			467,148			1,090,064			1,229,703			2,362,221			653,597			1,361,711
Dividends and distributions reinvested		—			92,587			—			65,283			—			98,836			—			31,423
Shares repurchased		(491,528	)		(509,261	)		(378,188	)		(599,280	)		(751,347	)		(1,424,938	)		(589,980	)		(1,193,147	)
Net increase (decrease)		(64,832	)		703,997			88,960			556,067			478,356			1,036,119			63,617			199,987
Beginning shares outstanding		3,726,108			3,022,111			4,116,123			3,560,056			10,521,501			9,485,382			8,002,333			7,802,346
Ending shares outstanding		3,661,276			3,726,108			4,205,083			4,116,123			10,999,857			10,521,501			8,065,950			8,002,333
Class C
Shares sold		3,447,096			8,139,305			2,934,785			5,923,824			6,525,830			9,333,385			3,301,686			4,830,609
Dividends and distributions reinvested		—			489,660			—			246,945			—			307,135			—			85,286
Shares repurchased		(3,231,710	)		(3,525,119	)		(1,614,688	)		(2,454,247	)		(2,771,288	)		(5,356,599	)		(1,705,510	)		(3,457,043	)
Net increase		215,386			5,103,846			1,320,097			3,716,522			3,754,542			4,283,921			1,596,176			1,458,852
Beginning shares outstanding		19,591,825			14,487,979			16,352,031			12,635,509			34,427,692			30,143,771			22,409,831			20,950,979
Ending shares outstanding		19,807,211			19,591,825			17,672,128			16,352,031			38,182,234			34,427,692			24,006,007			22,409,831
Class R
Shares sold		94,969			448,640			49,373			169,324			300,978			1,002,477			224,673			537,806
Dividends and distributions reinvested		—			32,002			—			11,455			—			28,875			—			11,279
Shares repurchased		(204,131	)		(346,805	)		(36,725	)		(190,444	)		(413,317	)		(656,319	)		(155,528	)		(395,743	)
Net increase (decrease)		(109,162	)		133,837			12,648			(9,665	)		(112,339	)		375,033			69,145			153,342
Beginning shares outstanding		1,087,819			953,982			537,282			546,947			2,280,676			1,905,643			1,339,881			1,186,539
Ending shares outstanding		978,657			1,087,819			549,930			537,282			2,168,337			2,280,676			1,409,026			1,339,881
Advisor Class
Shares sold		203,353			119,752			72,702			72,694			548,362			260,077			115,727			185,157
Dividends and distributions reinvested		—			—			—			—			—			—			—			—
Shares repurchased		(107,672	)		(5	)		(31,924	)		—			(50,389	)		—			(35,900	)		—
Net increase		95,681			119,747			40,778			72,694			497,973			260,077			79,827			185,157
Beginning shares outstanding		119,747			—			72,694			—			260,077			—			185,157			—
Ending shares outstanding		215,428			119,747			113,472			72,694			758,050			260,077			264,984			185,157

C-13

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

	PL Portfolio Optimization Aggressive Fund (1)						PL Short Duration Income Fund (2)						PL Income Fund (3)						PL Strategic Income Fund (2)
	Six-Month Period Ended 9/30/2013			Year or Period Ended 3/31/2013			Six-Month Period Ended 9/30/2013			Year or Period Ended 3/31/2013			Six-Month Period Ended 9/30/2013			Year or Period Ended 3/31/2013			Six-Month Period Ended 9/30/2013			Year or Period Ended 3/31/2013
Class A
Shares sold		1,244,759			2,482,556			2,895,482			2,423,165			5,260,081			24,375,409			1,123,215			1,968,516
Dividends and distributions reinvested		—			70,593			20,711			11,585			352,651			1,274,846			45,392			41,118
Shares repurchased		(937,485	)		(2,429,225	)		(1,265,301	)		(275,783	)		(10,161,413	)		(18,412,186	)		(792,745	)		(143,365	)
Net increase (decrease)		307,274			123,924			1,650,892			2,158,967			(4,548,681	)		7,238,069			375,862			1,866,269
Beginning shares outstanding		9,869,168			9,745,244			2,158,967			—			30,574,715			23,336,646			1,866,269			—
Ending shares outstanding		10,176,442			9,869,168			3,809,859			2,158,967			26,026,034			30,574,715			2,242,131			1,866,269
Class B
Shares sold		192,204			342,244
Dividends and distributions reinvested		—			698
Shares repurchased		(172,338	)		(449,859	)
Net increase (decrease)		19,866			(106,917	)
Beginning shares outstanding		2,496,764			2,603,681
Ending shares outstanding		2,516,630			2,496,764
Class C
Shares sold		952,929			1,425,644			1,130,672			1,037,630			1,696,997			8,841,353			607,274			774,544
Dividends and distributions reinvested		—			2,871			7,199			5,815			130,118			453,539			17,562			16,763
Shares repurchased		(818,141	)		(1,484,191	)		(258,742	)		(56,887	)		(3,701,912	)		(1,834,101	)		(105,119	)		(83,071	)
Net increase (decrease)		134,788			(55,676	)		879,129			986,558			(1,874,797	)		7,460,791			519,717			708,236
Beginning shares outstanding		6,184,366			6,240,042			986,558			—			14,688,174			7,227,383			708,236			—
Ending shares outstanding		6,319,154			6,184,366			1,865,687			986,558			12,813,377			14,688,174			1,227,953			708,236
Class R
Shares sold		71,964			193,028
Dividends and distributions reinvested		—			2,638
Shares repurchased		(67,986	)		(189,303	)
Net increase		3,978			6,363
Beginning shares outstanding		540,077			533,714
Ending shares outstanding		544,055			540,077
Class I
Shares sold								4,507			27,031			6,389			68,421			38,906			142,908
Dividends and distributions reinvested								2,168			36,099			1,634			6,379			14,447			139,813
Shares repurchased								(1,248,519	)		—			(63,978	)		(32,427	)		(1,939,273	)		(16,558	)
Net increase (decrease)								(1,241,844	)		63,130			(55,955	)		42,373			(1,885,920	)		266,163
Beginning shares outstanding								1,271,309			1,208,179			164,069			121,696			1,977,384			1,711,221
Ending shares outstanding								29,465			1,271,309			108,114			164,069			91,464			1,977,384
Advisor Class
Shares sold		114,964			16,463			348,789			393,447			2,062,503			8,605,542			229,187			137,777
Dividends and distributions reinvested		—			—			3,742			3,791			102,582			78,443			4,482			2,852
Shares repurchased		(3,045	)		—			(90,376	)		(96,309	)		(3,115,921	)		(98,760	)		(65,839	)		(478	)
Net increase (decrease)		111,919			16,463			262,155			300,929			(950,836	)		8,585,225			167,830			140,151
Beginning shares outstanding		16,463			—			300,929			—			8,585,225			—			140,151			—
Ending shares outstanding		128,382			16,463			563,084			300,929			7,634,389			8,585,225			307,981			140,151

C-14

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

	PL Floating Rate Income Fund (4)						PL Limited Duration High Income Fund (5)			PL High Income Fund (2)						PL Money Market Fund (6)
	Six-Month Period Ended 9/30/2013			Year or Period Ended 3/31/2013			Period Ended 9/30/2013			Six-Month Period Ended 9/30/2013			Year or Period Ended 3/31/2013			Six-Month Period Ended 9/30/2013			Year or Period Ended 3/31/2013
Class A
Shares sold		20,110,564			11,622,923			201,239			216,489			346,748			25,041,383			42,618,839
Dividends and distributions reinvested		308,693			204,727			818			9,124			10,556			—			—
Shares repurchased		(2,246,752	)		(1,072,728	)		(262	)		(92,170	)		(44,027	)		(21,498,196	)		(47,369,048	)
Net increase (decrease)		18,172,505			10,754,922			201,795			133,443			313,277			3,543,187			(4,750,209	)
Beginning shares outstanding		11,953,988			1,199,066			—			313,277			—			27,328,361			32,078,570
Ending shares outstanding		30,126,493			11,953,988			201,795			446,720			313,277			30,871,548			27,328,361
Class B
Shares sold																	485,543			1,053,696
Dividends and distributions reinvested																	—			—
Shares repurchased																	(421,996	)		(481,969	)
Net increase																	63,547			571,727
Beginning shares outstanding																	571,727			—
Ending shares outstanding																	635,274			571,727
Class C
Shares sold		10,444,570			5,751,227			31,190			145,354			268,167			2,949,372			5,087,169
Dividends and distributions reinvested		123,030			76,451			100			4,941			5,164			—			—
Shares repurchased		(769,532	)		(127,622	)		—			(27,200	)		(75,814	)		(1,509,622	)		(3,347,348	)
Net increase		9,798,068			5,700,056			31,290			123,095			197,517			1,439,750			1,739,821
Beginning shares outstanding		6,034,962			334,906			—			197,517			—			1,739,821			—
Ending shares outstanding		15,833,030			6,034,962			31,290			320,612			197,517			3,179,571			1,739,821
Class I
Shares sold		3,652,913			460,598			2,109,169			2,037			18,696
Dividends and distributions reinvested		30,579			118,470			9,964			21,039			64,838
Shares repurchased		(210,475	)		(3,706,713	)		—			—			(90	)
Net increase (decrease)		3,473,017			(3,127,645	)		2,119,133			23,076			83,444
Beginning shares outstanding		1,024,180			4,151,825			—			794,700			711,256
Ending shares outstanding		4,497,197			1,024,180			2,119,133			817,776			794,700
Advisor Class
Shares sold		17,224,524			3,941,559			40,992			13,924			25,118
Dividends and distributions reinvested		163,521			26,303			118			428			369
Shares repurchased		(1,241,600	)		(568,213	)		(375	)		(13,355	)		(503	)
Net increase		16,146,445			3,399,649			40,735			997			24,984
Beginning shares outstanding		3,399,649			—			—			24,984			—
Ending shares outstanding		19,546,094			3,399,649			40,735			25,981			24,984
Class P
Shares sold		256			1,385
Dividends and distributions reinvested		24			12
Shares repurchased		(643	)		(34	)
Net increase (decrease)		(363	)		1,363
Beginning shares outstanding		1,363			—
Ending shares outstanding		1,000			1,363

(1) Advisor Class shares of the PL Portfolio Optimization Funds commenced operations on December 31, 2012.

(2) Class A, Class C and Advisor Class shares of the PL Short Duration Income, PL Strategic Income and PL High Income Funds commenced operations on June 29, 2012.

(3) Advisor Class shares of the PL Income Fund commenced operations on June 29, 2012.

(4) Advisor Class shares of the PL Floating Rate Income Fund commenced operations on June 29, 2012 and Class P shares commenced operations on December 31, 2012.

(5) PL Limited Duration High Income Fund commenced operations on July 31, 2013.

(6) Class B and Class C shares of the PL Money Market Fund commenced operations on June 29, 2012.

C-15

PACIFIC LIFE FUNDS

DISCLOSURE OF FUND EXPENSES

(Unaudited)

We believe it is important for you to understand the impact of fees and expenses regarding your investment. All mutual funds have operating expenses. As a shareholder of a mutual fund, you incur two types of costs: (1) transactions costs such as initial sales charges (loads) on purchase payments and/or contingent deferred sales charges on redemptions; and (2) ongoing costs, which include advisory fees, administration fees, distribution and/or service fees, and other fund expenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in each fund and to compare these costs with those of other mutual funds. The example is based on an investment of $1,000.00 made at the beginning of the period and held for the entire six-month period from April 1, 2013 to September 30, 2013 and all dividends and distributions are reinvested.

ACTUAL EXPENSES

The first section of the table for each fund entitled “Actual Fund Return”, provides information about actual account values and actual expenses based on each fund’s actual performance and each fund’s actual expenses, after any applicable fee waivers and expense reimbursements (See Notes 5 and 6B in Notes to Financial Statements). The “Ending Account Value at 09/30/13” column shown is derived from the fund’s actual performance; the “Annualized Expense Ratio” column shows the fund’s actual annualized expense ratio; and the “Expenses Paid During the Period 04/01/13-09/30/13” column shows the dollar amount that would have been paid by you. All the information illustrated in the following table is based on the past six-month period from April 1, 2013 to September 30, 2013.

You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, for each fund in your account, simply divide that fund’s value by $1,000.00 (for example, an $8,600.00 fund value divided by $1,000.00 = 8.6), then multiply the result by the number given for your fund(s) in the “Expenses Paid During the Period 04/01/13-09/30/13.”

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second section of the table for each fund, entitled “Hypothetical”, provides information about hypothetical account values and hypothetical expenses based on a 5% per year hypothetical rate of return and actual fund’s expenses, after any applicable fee waivers and expense reimbursements (See Notes 5 and 6B in Notes to Financial Statements). It assumes that the fund had an annual 5% rate of return before expenses, but that the expense ratio is unchanged. The hypothetical account values and expenses may not be used to estimate the actual ending account values or expenses you paid for the period.

You may use the hypothetical example information to compare the ongoing costs of investing in the fund compared to other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as initial sales charges (loads) or contingent deferred sales charges. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different mutual funds. In addition, if these other costs were included, your costs would have been higher.

	Beginning Account Value at 04/01/13		Ending Account Value at 09/30/13		Annualized Expense Ratio		Expenses Paid During the Period 04/01/13 - 09/30/13 (1)
PL Portfolio Optimization Conservative Fund (2)
Actual Fund Return
Class A		$1,000.00		$994.70		0.60%		$3.00
Class B		1,000.00		991.10		1.35%		6.74
Class C		1,000.00		991.10		1.35%		6.74
Class R		1,000.00		993.00		0.85%		4.25
Advisor Class		1,000.00		994.70		0.40%		2.00
Hypothetical
Class A		$1,000.00		$1,022.06		0.60%		$3.04
Class B		1,000.00		1,018.30		1.35%		6.83
Class C		1,000.00		1,018.30		1.35%		6.83
Class R		1,000.00		1,020.81		0.85%		4.31
Advisor Class		1,000.00		1,023.06		0.40%		2.03
PL Portfolio Optimization Moderate-Conservative Fund (2)
Actual Fund Return
Class A		$1,000.00		$1,014.10		0.60%		$3.03
Class B		1,000.00		1,010.80		1.35%		6.81
Class C		1,000.00		1,010.80		1.35%		6.81
Class R		1,000.00		1,013.30		0.85%		4.29
Advisor Class		1,000.00		1,014.90		0.40%		2.02
Hypothetical
Class A		$1,000.00		$1,022.06		0.60%		$3.04
Class B		1,000.00		1,018.30		1.35%		6.83
Class C		1,000.00		1,018.30		1.35%		6.83
Class R		1,000.00		1,020.81		0.85%		4.31
Advisor Class		1,000.00		1,023.06		0.40%		2.03
PL Portfolio Optimization Moderate Fund (2)
Actual Fund Return
Class A		$1,000.00		$1,033.70		0.60%		$3.06
Class B		1,000.00		1,030.90		1.35%		6.87
Class C		1,000.00		1,030.90		1.35%		6.87
Class R		1,000.00		1,033.00		0.85%		4.33
Advisor Class		1,000.00		1,034.50		0.40%		2.04
Hypothetical
Class A		$1,000.00		$1,022.06		0.60%		$3.04
Class B		1,000.00		1,018.30		1.35%		6.83
Class C		1,000.00		1,018.30		1.35%		6.83
Class R		1,000.00		1,020.81		0.85%		4.31
Advisor Class		1,000.00		1,023.06		0.40%		2.03
PL Portfolio Optimization Moderate-Aggressive Fund (2)
Actual Fund Return
Class A		$1,000.00		$1,054.00		0.60%		$3.09
Class B		1,000.00		1,049.90		1.35%		6.94
Class C		1,000.00		1,050.80		1.35%		6.94
Class R		1,000.00		1,052.60		0.85%		4.37
Advisor Class		1,000.00		1,054.70		0.40%		2.06
Hypothetical
Class A		$1,000.00		$1,022.06		0.60%		$3.04
Class B		1,000.00		1,018.30		1.35%		6.83
Class C		1,000.00		1,018.30		1.35%		6.83
Class R		1,000.00		1,020.81		0.85%		4.31
Advisor Class		1,000.00		1,023.06		0.40%		2.03

See explanation of references on page D-2

D-1

PACIFIC LIFE FUNDS

DISCLOSURE OF FUND EXPENSES (Continued)

(Unaudited)

	Beginning Account Value at 04/01/13		Ending Account Value at 09/30/13		Annualized Expense Ratio		Expenses Paid During the Period 04/01/13 - 09/30/13 (1)
PL Portfolio Optimization Aggressive Fund (2)
Actual Fund Return
Class A		$1,000.00		$1,064.40		0.60%		$3.11
Class B		1,000.00		1,062.00		1.35%		6.98
Class C		1,000.00		1,061.30		1.35%		6.98
Class R		1,000.00		1,062.50		0.85%		4.39
Advisor Class		1,000.00		1,065.10		0.40%		2.07
Hypothetical
Class A		$1,000.00		$1,022.06		0.60%		$3.04
Class B		1,000.00		1,018.30		1.35%		6.83
Class C		1,000.00		1,018.30		1.35%		6.83
Class R		1,000.00		1,020.81		0.85%		4.31
Advisor Class		1,000.00		1,023.06		0.40%		2.03
PL Short Duration Income Fund
Actual Fund Return
Class A		$1,000.00		$1,000.90		0.85%		$4.26
Class C		1,000.00		996.50		1.60%		8.01
Class I		1,000.00		1,001.70		0.60%		3.01
Advisor Class		1,000.00		1,002.10		0.60%		3.01
Hypothetical
Class A		$1,000.00		$1,020.81		0.85%		$4.31
Class C		1,000.00		1,017.05		1.60%		8.09
Class I		1,000.00		1,022.06		0.60%		3.04
Advisor Class		1,000.00		1,022.06		0.60%		3.04
PL Income Fund
Actual Fund Return
Class A		$1,000.00		$981.80		0.90%		$4.47
Class C		1,000.00		977.20		1.65%		8.18
Class I		1,000.00		983.10		0.65%		3.23
Advisor Class		1,000.00		983.10		0.65%		3.23
Hypothetical
Class A		$1,000.00		$1,020.56		0.90%		$4.56
Class C		1,000.00		1,016.80		1.65%		8.34
Class I		1,000.00		1,021.81		0.65%		3.29
Advisor Class		1,000.00		1,021.81		0.65%		3.29
PL Strategic Income Fund
Actual Fund Return
Class A		$1,000.00		$1,005.50		1.05%		$5.28
Class C		1,000.00		1,001.90		1.80%		9.03
Class I		1,000.00		1,006.30		0.80%		4.02
Advisor Class		1,000.00		1,005.80		0.80%		4.02
Hypothetical
Class A		$1,000.00		$1,019.80		1.05%		$5.32
Class C		1,000.00		1,016.04		1.80%		9.10
Class I		1,000.00		1,021.06		0.80%		4.05
Advisor Class		1,000.00		1,021.06		0.80%		4.05

	Beginning Account Value at 04/01/13		Ending Account Value at 09/30/13		Annualized Expense Ratio		Expenses Paid During the Period 04/01/13 - 09/30/13 (1)
PL Floating Rate Income Fund
Actual Fund Return
Class A		$1,000.00		$1,013.20		1.05%		$5.30
Class C		1,000.00		1,009.70		1.80%		9.07
Class I		1,000.00		1,015.40		0.80%		4.04
Class P		1,000.00		1,014.20		0.80%		4.04
Advisor Class		1,000.00		1,014.30		0.80%		4.04
Hypothetical
Class A		$1,000.00		$1,019.80		1.05%		$5.32
Class C		1,000.00		1,016.04		1.80%		9.10
Class I		1,000.00		1,021.06		0.80%		4.05
Class P		1,000.00		1,021.06		0.80%		4.05
Advisor Class		1,000.00		1,021.06		0.80%		4.05
PL Limited Duration High Income Fund (3)
Actual Fund Return
Class A		$1,000.00		$1,002.60		1.08%		$1.84
Class C		1,000.00		1,001.20		1.83%		3.11
Class I		1,000.00		1,001.70		0.83%		1.41
Advisor Class		1,000.00		1,001.80		0.83%		1.41
Hypothetical
Class A		$1,000.00		$1,019.65		1.08%		$5.47
Class C		1,000.00		1,015.89		1.83%		9.25
Class I		1,000.00		1,020.91		0.83%		4.20
Advisor Class		1,000.00		1,020.91		0.83%		4.20
PL High Income Fund
Actual Fund Return
Class A		$1,000.00		$1,004.80		1.05%		$5.28
Class C		1,000.00		1,000.30		1.80%		9.03
Class I		1,000.00		1,005.10		0.80%		4.02
Advisor Class		1,000.00		1,005.10		0.80%		4.02
Hypothetical
Class A		$1,000.00		$1,019.80		1.05%		$5.32
Class C		1,000.00		1,016.04		1.80%		9.10
Class I		1,000.00		1,021.06		0.80%		4.05
Advisor Class		1,000.00		1,021.06		0.80%		4.05
PL Money Market Fund
Actual Fund Return
Class A		$1,000.00		$1,000.00		0.07%		$0.35
Class B		1,000.00		1,000.00		0.07%		0.35
Class C		1,000.00		1,000.00		0.07%		0.35
Hypothetical
Class A		$1,000.00		$1,024.72		0.07%		$0.36
Class B		1,000.00		1,024.72		0.07%		0.36
Class C		1,000.00		1,024.72		0.07%		0.36

(1) Expenses paid during the period are equal to the fund’s annualized expense ratio (shown in table above), multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year or applicable period, then divided by 365 days.

(2) The annualized expense ratios for the Portfolio Optimization Funds do not include fees and expenses of the PL Underlying Funds (see Note 1 in Notes to Financial Statements) in which the Portfolio Optimization Funds invest.

(3) PL Limited Duration High Income Fund commenced operations on July 31, 2013. The actual fund return and expenses paid during the period for this fund was for the period July 31, 2013 to September 30, 2013, instead of the entire 6-month period. The hypothetical return and expenses paid during the period are based on the entire six-month period for comparison purposes.

D-2

PACIFIC LIFE FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

AND FUND MANAGEMENT AGREEMENTS

(Unaudited)

I. Introduction and Background

The Board of Trustees (the “Trustees” or “Board”) of Pacific Life Funds (the “Trust”) oversees the management of each of the separate funds of the Trust (each a “Fund” and collectively, the “Funds”) and, as required by Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), initially approves, and determines annually whether to renew the investment advisory agreement (the “Advisory Agreement”) with Pacific Life Fund Advisors LLC (“PLFA”) and each Fund management agreement (the “Fund Management Agreements,” together with the Advisory Agreement, the “Agreements”) with the various sub-advisers (“Fund Managers”). PLFA serves as the investment adviser for all of the Funds and directly manages the PL Short Duration Income, PL Income, PL Limited Duration High Income, PL Strategic Income, PL Floating Rate Income, PL High Income, and PL Money Market Funds (the “PAM Managed Funds”) under the name Pacific Asset Management (“PAM”) and the PL Portfolio Optimization Conservative, PL Portfolio Optimization Moderate-Conservative, PL Portfolio Optimization Moderate, PL Portfolio Optimization Moderate-Aggressive, and PL Portfolio Optimization Aggressive Funds (the “Asset Allocation Funds,” and together with the PAM Managed Funds, the “Directly Managed Funds”). For all other Funds, PLFA has retained other firms to serve as Fund Managers under PLFA’s supervision. The Board, including all of the Trustees who are not “interested persons,” as that term is defined in the 1940 Act (“Independent Trustees”), last renewed the Agreements at an in-person meeting of the Trustees held on December 12, 2012.¹ The description below does not relate to the annual renewal of the Advisory Agreement and Fund Management Agreements discussed above, but to an approval for the PL Limited Duration High Income Fund, as described in further detail below.

II. Board Consideration of the New Advisory Agreement

At an in-person meeting on March 14, 2013, the Board, including all of the Independent Trustees, approved the establishment and designation, effective August 1, 2013, of a newly-organized Fund of the Trust, the PL Limited Duration High Income Fund. PLFA, under the name Pacific Asset Management, will directly manage the PL Limited Duration High Income Fund. In connection with the approval of the PL Limited Duration High Income Fund, the Board also approved, effective August 1, 2013, the Advisory Agreement with PLFA with respect to the PL Limited Duration High Income Fund (the “Advisory Agreement”).

In evaluating the Advisory Agreement, the Board, including all the Independent Trustees, considered the following factors, among others:

1. Nature, Extent and Quality of Services to be Provided

The Trustees considered the depth and quality of PLFA’s investment management process, including its monitoring and oversight of the other Funds; its direct management of certain of those Funds; the experience, capability and integrity of its senior management and other personnel; the low turnover rates of its key personnel; and the overall financial strength and stability of its organization. The Trustees considered the high-quality of the products and services provided by PLFA and its affiliates, such as the many educational services and tools offered to assist intermediaries in effectively understanding and meeting shareholder needs. The Trustees also noted that PLFA regularly informs the Trustees about matters relevant to the Trust and its shareholders and investing.

The Trustees also considered that PLFA’s investment, legal, compliance and accounting professionals have access to and utilize a variety of resources and systems relating to investment management, compliance, trading, performance and risk analysis, security valuation and fund accounting. The Trustees further considered PLFA’s continuing need to attract and retain qualified personnel and to maintain and enhance its resources and systems.

The Trustees considered the benefits to shareholders of retaining PLFA to serve as the investment adviser to the PL Limited Duration High Income Fund and to directly manage the Fund within its PAM unit in light of the nature, extent, and quality of services expected to be provided. The Trustees considered the ability of PLFA and PAM to provide an appropriate level of support and resources to the PL Limited Duration High Income Fund, and whether PLFA and PAM have sufficiently qualified personnel to provide the appropriate investment management, compliance and monitoring services required for the Fund. The Trustees based this review on information and materials provided to them by PLFA and PAM. The Trustees also considered the background and experience of PLFA and PAM’s senior management and the significant amount of attention expected to be given to the PL Limited Duration High Income Fund by PLFA and PAM’s management and staff. The Trustees also considered various materials relating to PLFA and PAM, including copies of the proposed Advisory Agreement; PLFA’s Form ADV; financial information; and other information deemed relevant to the Trustees’ evaluation.

The Trustees considered that under the Advisory Agreement, PLFA would be responsible for providing the investment management services for the Fund’s assets, including investment research, advice and supervision, and determining which securities would be purchased or sold by the Fund. The Trustees considered that the investment management services would be provided by the PAM unit, and that other units of PLFA would provide monitoring, compliance and other services, including reporting to the Board. The Trustees considered the quality of the management services expected to be provided to the PL Limited Duration High Income Fund over both the short- and long-term, the organizational depth and resources of PLFA (including PAM), including the background and experience of PAM’s management and the expertise of the fund management team, as well as the investment strategies, processes and philosophy to be used with respect to the investment strategy. The Trustees noted that PAM did not currently manage the proposed strategy in any pooled investment vehicle or separate account, but that it had substantial experience managing the principal components of the proposed strategy.

In making these assessments, the Trustees were aided by the in-person presentation and materials provided by PLFA and PAM. The Trustees noted that PLFA serves as adviser to each Fund of the Trust and directly manages, within its PAM business unit, the PL Floating Rate Income, PL High Income, PL Income, PL Short Duration Income, PL Strategic Income, and PL Money Market Funds, each a series of the Trust,

1 At the December 12, 2012 meeting, the Board did not consider the continuance of the Fund Management Agreements relating to the PL Emerging Markets Debt, PL Mid-Cap Equity, PL Precious Metals, PL Currency Strategies and PL Global Absolute Return Funds, as those agreements were not up for renewal at that time. Additionally, new Fund Management Agreements with respect to the PL Growth and PL Large-Cap Growth Funds were approved by the Board at the December 12, 2012 meeting and the Board did not consider the continuance of the existing Fund Management Agreements with respect to those Funds at that time.

D-3

PACIFIC LIFE FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

AND FUND MANAGEMENT AGREEMENTS (Continued)

(Unaudited)

and the Cash Management and High Yield Bond Portfolios, each a series of Pacific Select Fund. The Board noted that PAM would monitor numerous investment, performance and compliance metrics for the PL Limited Duration High Income Fund over daily, weekly, monthly, quarterly and annual periods.

The Trustees further considered the monitoring and additional services that would be provided by PLFA to the PL Limited Duration High Income Fund, including assistance with security valuation, risk management oversight, preparation of periodic performance and financial reports, review of trade execution and coordination of the services of other service providers to the Trust. In addition, the Trustees considered that they had previously reviewed and approved PLFA’s written compliance policies and procedures and that the Trust’s Chief Compliance Officer (“CCO”) had previously provided an assessment of PLFA’s compliance program as required under Rule 38a-1 of the 1940 Act and its code of ethics. The Trustees further noted the compliance monitoring to be conducted on an ongoing basis by PLFA, including PAM, and also noted the development of procedures and systems necessary to maintain compliance with applicable laws and regulations and the resources that PLFA, including PAM, dedicates to its compliance program.

The Board concluded that it was satisfied with the nature, extent and quality of the investment management, compliance and monitoring services anticipated to be provided to the PL Limited Duration High Income Fund by PLFA under the Advisory Agreement.

2. Performance

The Trustees considered PLFA’s experience managing funds directly through its PAM unit and its qualifications to manage the PL Limited Duration High Income Fund. Because this consideration related to a newly organized fund, no actual performance record for this Fund was available. However, the Trustees considered the investment process and techniques to be used by PAM for the PL Limited Duration High Income Fund. The Trustees also considered PAM’s experience directly managing the PL Income, PL Floating Rate Income, PL High Income, PL Strategic Income, PL Short Duration and PL Money Market Funds, two series of Pacific Select Fund, and segments of Pacific Life Insurance Company’s general account, as well as the factors concerning performance in connection with its consideration of this matter, as described below.

The Trustees considered information about the historical performance of PAM’s management of the two core investment strategies that will comprise the majority of the investments to be used in management of the Fund. With respect to this, the Trustees considered the performance of the High Yield Portfolio, a series of Pacific Select Fund, which is managed by PAM, as well as a composite of PAM accounts managed in the bank loan strategy. The Trustees also considered simulated performance of the Fund against pertinent benchmark indices and peer groups for one-, three-and five-year periods as of December 31, 2012.

The Board determined that PAM’s performance record was acceptable.

3. Advisory Fees

The Trustees requested, received and reviewed information from PLFA relating to the proposed advisory fees and total operating expenses for the PL Limited Duration High Income Fund. The Trustees reviewed the proposed advisory fee for the Fund and compared such amounts with the average fees of other funds in applicable peer fund groups. The Trustees also noted that the Fund would be subject to contractual expense limitations agreed to by PLFA. The Trustees considered that the proposed advisory fee rates would be in line with industry averages for similar funds based on the data presented to the Board.

The Board concluded that the compensation payable under the Advisory Agreement is fair and reasonable.

4. Costs, Level of Profits and Economies of Scale

The Trustees reviewed information regarding PLFA’s projected costs of sponsoring the PL Limited Duration High Income Fund and information regarding the anticipated projected profitability of the proposed Fund to PLFA.

Costs and Profitability. The Trustees considered the projected cost of services to be provided and projected profits to be realized by PLFA from the relationship with the PL Limited Duration High Income Fund based on the assets, income and expenses of PLFA in its relationship with the Fund. The Trustees noted that this information contains estimates because there is no actual operating history for the Fund. The Trustees also considered the overall financial soundness of PLFA. Additionally, the Trustees reviewed projected profitability information with respect to the profit or loss to PLFA from the Advisory Agreement. The Trustees also reviewed the revenues and other benefits that are expected to be derived by PLFA from the Fund.

Economies of Scale. The Trustees considered the extent to which economies of scale may be realized by the PL Limited Duration High Income Fund as assets grow. Because the Fund has no operating history and no assets, no economies of scale exist at this time with respect to the Fund. The Trustees also noted that although the advisory fee schedule for the Fund does not contain breakpoints, PLFA had agreed to waive a portion of its advisory fee through July 31, 2014, and there would be an expense limitation agreement in place for the Fund through July 31, 2016. The Trustees also considered that PLFA sought to price the Fund to scale from inception.

The Board concluded that the PL Limited Duration High Income Fund’s fee structure reflected in the Advisory Agreement is fair and reasonable.

5. Ancillary Benefits

The Trustees received from PLFA information concerning other benefits that may be received by PLFA and its affiliates as a result of its relationship with the PL Limited Duration High Income Fund, including fees for administrative services and reimbursement at an approximate cost basis for certain support services. The Trustees noted that PAM represented that it does not anticipate utilizing soft-dollar credits generated by Fund commissions or an affiliated broker-dealer. The Trustees considered potential benefits to be derived by PLFA and PAM from their

D-4

PACIFIC LIFE FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

AND FUND MANAGEMENT AGREEMENTS (Continued)

(Unaudited)

relationships with the PL Limited Duration High Income Fund and that such benefits were consistent with those generally derived by investment advisers to mutual funds or were otherwise not unusual.

6. Conclusion

Based on their review, including the consideration of each of the factors referred to above, the Board found that: (i) the Advisory Agreement is in the best interests of the PL Limited Duration High Income Fund and its shareholders; and (ii) the compensation payable under the Advisory Agreement is fair and reasonable. No single factor was determinative of the Board’s findings, but rather the Trustees based their determination on the total mix of information available to them.

D-5

PACIFIC LIFE FUNDS

WHERE TO GO FOR MORE INFORMATION

(Unaudited)

Availability of Quarterly Holdings

The Trust files Form N-Q (complete schedules of fund holdings) with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year not later than 60 days after the close of the applicable quarter end. The Trust’s Form N-Q, (when required) is filed pursuant to applicable regulation and is available after filing (i) on the SEC’s Website at www.sec.gov; (ii) for review and copying at the SEC’s Public Reference Room in Washington, D.C. (Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330); and (iii) on the Trust’s Webpage at www.pacificlife.com/pacificlifefunds.htm. The SEC may charge you a fee for this information.

Availability of Proxy Voting Record

By August 31 of each year, the Trust files information regarding how portfolio managers voted proxies relating to fund securities during the most recent twelve-month period ended June 30. Such information is available after filing on the Trust’s’ Website and on the SEC’s Website noted below.

Information Relating to Investments Held by the Pacific Life Funds

For complete descriptions of the various securities and other instruments held by the Trust and their risks, please see the Trust’s prospectus and Statement of Additional Information (“SAI”). For a description of bond ratings, please see the Trust’s SAI. The prospectus and SAI are available as noted below.

Availability of Proxy Voting Policies

A description of the Proxy Voting Policies and Procedures that the Trust uses to determine how to vote proxies relating to fund securities is described in the Trust’s SAI.

How to obtain Information

The Trust’s prospectus, SAI (including Proxy Voting Policies) and the PL Underlying Funds’ annual and semi-annual reports are available:

• On the Trust’s Website at www.pacificlife.com/pacificlifefunds.htm

• On the SEC’s Website at www.sec.gov

• Upon request by calling, without charge, 1-800-722-2333, 7 a.m. through 5 p.m. Pacific Time

D-6

PL Underlying Funds

Semi-Annual Report

As of September 30, 2013

PACIFIC LIFE FUNDS

SEMI-ANNUAL REPORT

AS OF SEPTEMBER 30, 2013

TABLE OF CONTENTS
Schedules of Investments	A-1
Financial Statements:
Statements of Assets and Liabilities	B-1
Statements of Operations	B-5
Statements of Changes in Net Assets	B-9
Financial Highlights	B-16
Notes to Financial Statements	C-1
Disclosure of Fund Expenses	D-1
Approval of Investment Advisory Agreement and Fund Management Agreements	D-3
Where to Go for More Information	D-7

PACIFIC LIFE FUNDS

PL FLOATING RATE LOAN FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Shares		Value
COMMON STOCKS - 1.2%
Consumer Discretionary - 1.2%
Metro-Goldwyn-Mayer Studios Inc ‘A’ * ¯		27,061		$1,474,825
Total Common Stocks (Cost $671,651)				1,474,825
	Principal Amount
SENIOR LOAN NOTES - 98.3%
Consumer Discretionary - 30.7%
99 Cents Only Stores Tranche B-1 5.250% due 01/11/19 §		$979,915		983,590
Advantage Sales & Marketing Inc (1st Lien) 4.250% due 12/18/17 §		733,608		737,734
Affinia Group Inc Tranche B-2 4.750% due 04/25/20 §		279,543		280,242
Allied Security Holdings LLC (1st Lien) 5.250% due 02/03/17 §		494,939		497,723
Allison Transmission Inc Term B-3 3.750% due 08/23/19 §		592,774		594,008
Altegrity Inc 5.000% due 02/21/15 §		500,000		490,000
AMC Entertainment Inc 3.500% due 04/30/20 §		248,750		248,128
ARAMARK Corp Term D 4.000% due 09/09/19 §		300,000		301,358
Ascend Learning LLC (1st Lien) 7.000% due 05/23/17 §		244,338		244,033
ASP HHI Acquisition Co Inc 5.000% due 10/05/18 §		896,244		904,646
Asurion LLC Tranche B-1 4.500% due 05/24/19 §		1,066,938		1,058,650
Audio Visual Services Group Inc (1st Lien) 6.753% due 11/09/18 §		148,875		150,736
Aufinco Property Ltd Term B 4.000% due 05/30/20 §		49,875		49,781
Bally Technologies Inc Term B due 08/27/20 µ		175,000		175,306
Bass Pro Group LLC 4.000% due 11/16/19 §		170,554		171,301
Brickman Group Holdings Inc Tranche B-2 3.259% due 10/14/16 §		110,332		110,814
Tranche B-3 4.000% due 09/28/18 §		139,156		139,765
Burger King Corp Tranche B 3.750% due 09/28/19 §		222,750		223,665
Caesars Entertainment Operating Co Inc Term B-6 5.429% due 01/28/18 §		479,033		435,172
Cequel Communications LLC Term B 3.500% due 02/14/19 §		541,750		542,131
Charter Communications Operating LLC Term E 3.000% due 07/01/20 §		174,563		173,117
Term F 3.000% due 12/31/20 §		237,476		235,483
Chrysler Group LLC Term B 4.250% due 05/24/17 §		621,819		627,195
Clear Channel Communications Inc Tranche B 3.829% due 01/29/16 §		124,604		117,829
Tranche D 6.929% due 01/30/19 §		367,529		340,424

	Principal Amount		Value
Crown Media Holdings Inc Term B 4.000% due 07/14/18 §		$453,895		$453,895
Cumulus Media Holdings Inc (1st Lien) 4.500% due 09/16/18 §		474,206		478,454
David’s Bridal Inc 5.000% due 10/11/19 §		74,438		74,810
Education Management LLC Tranche C-2 4.250% due 06/01/16 §		491,878		461,033
Tranche C-3 8.250% due 03/30/18 §		295,127		290,023
Endurance Business Media Inc (1st Lien) 6.250% due 11/09/19 §		248,125		249,366
Entravision Communications Corp Tranche B 3.500% due 05/31/20 §		100,000		98,875
Equinox Holdings Inc 4.501% due 01/31/20 §		248,750		250,149
Federal-Mogul Corp Tranche B 2.116% due 12/27/14 §		635,204		625,449
Tranche C 2.118% due 12/28/15 §		324,084		319,107
Fender Musical Instruments Corp 5.750% due 04/03/19 §		48,125		48,245
FoxCo Acquisition Sub LLC 5.500% due 07/14/17 §		142,531		143,451
General Nutrition Centers Inc Tranche B 3.750% due 03/02/18 §		1,122,443		1,128,897
Genpact Ltd 3.500% due 08/30/19 §		173,690		174,486
Getty Images Inc 4.750% due 10/18/19 §		570,688		510,527
Go Daddy Operating Co LLC Tranche B-2 4.250% due 10/05/18 §		515,857		515,083
Gray Television Inc 4.750% due 10/12/19 §		240,991		242,723
Harbor Freight Tools USA Inc 4.750% due 07/26/19 §		150,000		151,763
Hilton Worldwide Term B-2 due 09/16/20 µ		975,000		975,101
Interactive Data Corp Term B 3.750% due 02/11/18 §		477,969		477,072
J.Crew Group Inc Term B-1 4.000% due 03/07/18 §		492,443		492,135
Jo-Ann Stores Inc Term B 4.000% due 03/16/18 §		971,562		972,169
Kasima LLC 3.250% due 05/17/21 §		125,000		124,609
Landry’s Inc 4.750% due 04/19/18 §		465,047		469,020
Language Line LLC Tranche B 6.250% due 06/20/16 §		589,985		587,035
Laureate Education Inc 5.250% due 06/15/18 §		1,054,452		1,058,406
MCC Iowa LLC Tranche H 3.250% due 01/29/21 §		99,750		99,158
McGraw-Hill Global Education Holdings LLC Term B 9.000% due 03/22/19 §		99,500		100,868
Media Holdco LP 7.250% due 06/24/18 §		99,250		99,746
MGM Resorts International Term B 3.500% due 12/20/19 §		297,750		297,112
Michaels Stores Inc Term B 3.750% due 01/28/20 §		324,188		325,287
National Vision Inc 7.000% due 08/02/18 §		74,063		74,433
Nine Entertainment Group Ltd Term B 3.500% due 01/31/20 §		99,500		98,940

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-1

PACIFIC LIFE FUNDS

PL FLOATING RATE LOAN FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Ollie’s Holdings Inc 5.250% due 09/28/19 §		$248,126		$249,056
OSI Restaurant Partners LLC 3.500% due 10/28/19 §		916,875		916,875
Party City Holdings Inc 4.250% due 07/27/19 §		397,560		397,683
Petco Animal Supplies Inc 4.000% due 11/24/17 §		486,250		487,415
Pilot Travel Centers LLC Tranche B 3.750% due 08/07/19 §		148,500		149,103
4.250% due 03/30/18 §		408,703		408,533
Pinnacle Entertainment Inc Tranche B-2 3.750% due 08/13/20 §		124,688		124,999
Rentpath Inc Term B 6.250% due 05/29/20 §		124,688		122,428
Sabre Holdings Term B 5.250% due 02/19/19 §		148,875		149,861
Scientific Games International Inc due 05/28/20 µ		475,000		471,819
SeaWorld Parks & Entertainment Inc Term B-2 3.000% due 05/14/20 §		586,743		580,875
Serta Simmons Holdings LLC 5.000% due 10/01/19 §		198,500		199,327
Six Flags Theme Parks Inc Term B 4.001% due 12/30/16 §		503,914		508,835
Spin Holdco Inc Term B 4.253% due 11/14/19 §		150,000		150,000
Springer Science Business Media Two GmbH Term B-2 5.000% due 08/14/20 §		150,000		149,250
SRAM LLC Term B 4.024% due 04/04/20 §		218,525		215,794
SurveyMonkey.com LLC 5.500% due 02/07/19 §		248,750		250,765
SymphonyIRI Group Inc Term B due 09/17/20 µ		100,000		99,500
Tempur-Pedic International Inc Term B 3.500% due 03/18/20 §		191,149		189,925
The Goodyear Tire & Rubber Co (2nd Lien) 4.750% due 04/30/19 §		925,000		932,516
The Neiman Marcus Group Inc 4.000% due 05/16/18 §		879,146		878,505
The Servicemaster Co Tranche C 4.250% due 01/31/17 §		372,188		363,193
Tower Automotive Holdings USA LLC 4.750% due 04/23/20 §		49,875		50,062
Tribune Co Term B 4.000% due 12/17/19 §		223,313		224,149
TWCC Holding Corp 3.500% due 02/13/17 §		734,303		736,593
(2nd Lien)
6.000% due 06/26/20 §		100,000		102,875
Univision Communications Inc 4.500% due 03/01/20 §		875,003		872,706
Veyance Technologies Inc 5.250% due 09/08/17 §		298,500		297,940
Virgin Media Investment Holdings Ltd (Facility B) 3.500% due 02/21/20 §		725,000		722,483
Visant Corp Tranche B 5.250% due 12/22/16 §		496,586		483,395
VWR Funding Inc
4.179% due 04/03/17 §		354,549		354,549
Term B-1
4.429% due 04/03/17 §		248,125		248,435
Weight Watchers International Inc Tranche B-2 3.750% due 04/02/20 §		771,125		757,474
Wendy’s International Inc Term B 3.250% due 05/15/19 §		682,179		681,895

	Principal Amount		Value
WMG Acquisition Corp Tranche B 3.750% due 07/01/20 §		$125,000		$124,583
WNA Holdings Inc
4.500% due 06/07/20 §		17,556		17,644
(1st Lien)
4.500% due 06/07/20 §		32,319		32,481
				36,003,779
Consumer Staples - 8.8%
AdvancePierre Foods Inc (1st Lien) 5.750% due 07/10/17 §		148,875		149,898
Albertson’s LLC
due 03/21/19 µ		50,000		49,984
Term B-1 4.250% due 03/21/16 §		45,160		45,358
Term B-2 4.750% due 03/21/19 §		29,465		29,456
Arysta LifeScience SPC LLC (1st Lien) 4.500% due 05/29/20 §		324,188		324,593
Blue Buffalo Co Ltd Term B 4.750% due 08/08/19 §		569,261		573,174
Clearwater Seafoods Ltd Term B 5.750% due 06/26/19 §		448,875		450,745
CSM Bakery Supplies LLC 4.750% due 07/03/20 §		125,000		124,297
Del Monte Foods Co Term B 4.000% due 02/15/18 §		461,385		460,953
Dole Food Co Inc Tranche B 3.753% due 04/01/20 §		1,094,500		1,094,272
H. J. Heinz Company Term B-2 3.500% due 06/07/20 §		1,296,750		1,303,315
JBS USA LLC 3.750% due 05/27/18 §		977,613		973,946
3.750% due 09/18/20 §		200,000		199,000
NBTY Inc Term B-2 3.500% due 10/01/17 §		325,000		326,320
Pinnacle Foods Finance LLC Tranche G 3.250% due 04/29/20 §		472,625		469,435
Revlon Inc due 08/30/19 µ		150,000		149,625
Reynolds Group Holdings 4.750% due 09/28/18 §		990,000		994,455
Rite Aid Corp Tranche 6 4.000% due 02/21/20 §		248,750		249,476
Spectrum Brands Inc 4.529% due 12/17/19 §		311,654		313,056
Supervalu Inc 5.000% due 03/21/19 §		720,431		719,418
The Sun Products Corp Tranche B 5.500% due 03/23/20 §		273,625		265,644
US Foods Inc 4.500% due 03/31/19 §		1,072,313		1,069,967
				10,336,387
Energy - 2.8%
Alpha Natural Resources Inc Term B 3.500% due 05/22/20 §		74,625		71,472
Arch Coal Inc 5.750% due 05/16/18 §		395,187		385,225
Bronco Midstream Funding LLC 5.000% due 08/15/20 §		225,000		226,125
CITGO Petroleum Corp Term B 8.000% due 06/24/15 §		133,036		134,532
Energy Transfer Equity LP 3.750% due 03/26/17 §		146,250		147,174
Fieldwood Energy LLC (1st Lien) due 09/12/18 µ		100,000		100,050
MEG Energy Corp 3.750% due 03/31/20 §		769,131		773,337

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-2

PACIFIC LIFE FUNDS

PL FLOATING RATE LOAN FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Obsidian Natural Gas Trust 7.000% due 11/02/15 §		$597,118		$599,357
Patriot Coal Corp 9.250% due 12/31/13 §		100,000		100,000
Ruby Western Pipeline Holdings LLC 3.500% due 03/27/20 §		48,656		48,555
Samson Investment Co (2nd Lien) 6.000% due 09/25/18 §		100,000		100,363
Sheridan Investment Partners I LLC Tranche B-2 5.000% due 10/01/19 §		244,140		244,852
Sheridan Production Partners I-A LP Tranche B-2 5.000% due 10/01/19 §		32,351		32,445
Sheridan Production Partners I-M LP Tranche B-2 5.000% due 10/01/19 §		19,760		19,818
Tallgrass Operations LLC 5.250% due 11/13/18 §		147,223		148,622
Tervita Corp 6.250% due 05/15/18 §		199,000		195,020
				3,326,947
Financials - 5.7%
Alliant Holdings I LLC 5.000% due 12/20/19 §		248,125		249,829
Altisource Solutions SARL Term B 5.750% due 11/27/19 §		49,749		50,185
American Capital Ltd Term B 4.000% due 08/22/16 §		112,500		113,063
Amwins Group (1st Lien) 5.000% due 09/06/19 §		99,250		99,870
Armor Holding II LLC (1st Lien) 5.750% due 06/26/20 §		99,750		99,314
Cetera Financial Group Inc 6.500% due 08/07/19 §		100,000		100,000
Citco Funding LLC 4.250% due 06/29/18 §		538,378		538,827
Clipper Acquisitions Corp 4.000% due 02/06/20 §		695,994		700,117
CNO Financial Group Inc Tranche B-2 3.750% due 09/28/18 §		115,900		116,697
Cunningham Lindsey U.S. Inc (1st Lien) 5.000% due 12/10/19 §		297,750		297,378
First Data Corp 4.180% due 03/23/18 §		523,620		520,020
Term B 4.180% due 09/24/18 §		200,000		198,925
Guggenheim Partners Investment Management Holdings LLC 4.000% due 07/22/20 §		100,000		100,475
Harbourvest Partners LP 4.750% due 11/21/17 §		427,600		430,807
Home Loan Servicing Solutions Ltd 4.500% due 06/26/20 §		149,625		151,308
HUB International Ltd 3.625% due 06/13/17 §		993,897		995,968
ION Trading Technologies SARL (1st Lien) 4.000% due 05/22/20 §		49,875		49,937
LPL Holdings Inc Tranche A 2.679% due 03/29/17 §		62,500		62,295
Tranche B 3.250% due 03/29/19 §		395,015		394,027
Nuveen Investments Inc Tranche B (1st Lien) 4.179% due 05/13/17 §		883,260		875,752
Ocwen Loan Servicing LLC 5.000% due 02/15/18 §		149,250		151,372
Walter Investment Management Corp (1st Lien) 5.750% due 11/28/17 §		337,334		341,129
				6,637,295

	Principal Amount		Value
Health Care - 15.3%
Alere Inc Term B 4.250% due 06/30/17 §		$784,000		$789,880
Alliance HealthCare Services Inc 4.250% due 06/03/19 §		99,750		99,875
Apria Healthcare Group Inc 6.750% due 04/05/20 §		74,813		75,654
Aptalis Pharma Inc Term B-1 5.750% due 02/10/17 §		486,250		487,162
Ardent Medical Services Inc (1st Lien) 6.750% due 03/21/18 §		695,994		700,779
Aveta Inc 9.750% due 12/30/17 §		58,116		58,407
Biomet Inc Term B-2 due 07/25/17 µ		250,000		251,016
3.697% due 07/25/17 §		1,016,735		1,020,866
CHS/Community Health Systems Inc 3.760% due 01/25/17 §		638,054		639,118
DaVita Inc Tranche B-2 4.000% due 11/01/19 §		372,188		374,235
DJO Finance LLC Term B 4.750% due 09/15/17 §		358,785		360,691
Drumm Investors LLC 5.000% due 05/04/18 §		243,515		233,531
Envision Healthcare Corp 4.000% due 05/25/18 §		454,830		454,924
Grifols Inc Tranche B 4.250% due 06/01/17 §		754,150		760,487
HCA Inc Tranche B-4 2.929% due 05/01/18 §		656,925		656,651
Health Management Associates Inc Term B 3.500% due 11/18/18 §		1,136,694		1,138,014
Hologic Inc 3.750% due 08/01/19 §		196,397		197,379
Ikaria Acquisition Inc Tranche B 7.250% due 07/03/18 §		74,063		74,525
IMS Health Inc Tranche B-1 3.750% due 09/01/17 §		556,025		557,589
InVentiv Health Inc 7.500% due 08/04/16 §		263,957		258,347
Kinetic Concepts Inc Term D-1 due 05/04/18 µ		75,000		75,586
4.500% due 05/04/18 §		693,004		698,419
MedAssets Inc Term B 4.000% due 12/13/19 §		54,438		54,608
MMM Holdings Inc 9.750% due 12/12/17 §		79,910		80,409
MultiPlan Inc Term B-1 4.000% due 08/26/17 §		505,009		508,254
One Call Medical Inc 5.500% due 08/24/19 §		99,250		99,994
Onex Carestream Finance LP (1st Lien) 5.000% due 06/07/19 §		320,938		323,395
Par Pharmaceutical Cos Inc Term B-1 4.250% due 09/30/19 §		123,752		123,494
Pharmaceutical Product Development Inc 4.250% due 12/05/18 §		992,500		997,049
Pharmaceutical Research Corp due 09/12/20 µ		150,000		149,789
Quintiles Transnational Corp Term B-2 4.000% due 06/08/18 §		1,402,898		1,404,635
Radnet Management Inc Tranche B 4.250% due 10/10/18 §		198,001		198,588
RPI Finance Trust 3.500% due 05/09/18 §		411,209		413,607
Sage Products Inc (1st Lien) 4.250% due 12/13/19 §		229,013		230,206
Select Medical Corp Series B Tranche B 3.535% due 02/20/16 §		99,250		99,622

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-3

PACIFIC LIFE FUNDS

PL FLOATING RATE LOAN FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
TriZetto Group Inc 4.750% due 05/02/18 §		$491,206		$459,278
Truven Health Analytics Inc Term B 4.500% due 05/31/19 §		198,003		198,621
Universal Health Services Inc Tranche B-1 2.432% due 11/15/16 §		500,000		502,966
Valeant Pharmaceuticals International Inc (Canada) Series C-2 Tranche B 4.000% due 12/11/19 §		296,250		296,620
Series D-2 Tranche B
3.750% due 02/13/19 §		492,516		493,254
Series E Tranche B
5.000% due 08/05/20 §		620,313		625,643
Warner Chilcott Co LLC Term B-1 5.500% due 03/15/18 §		144,245		144,545
Warner Chilcott Corp Term B-3 5.500% due 03/15/18 §		331,337		332,028
WC Luxco SARL Term B-3 5.500% due 03/15/18 §		261,102		261,646
				17,961,386
Industrials - 10.3%
Accudyne Industries LLC 4.000% due 12/13/19 §		744,375		740,239
Advanced Disposal Term B 4.250% due 10/09/19 §		223,313		223,632
Allflex Holdings III Inc (1st Lien) 4.250% due 07/17/20 §		75,000		75,352
Alpha Topco Ltd (Facility B) 4.500% due 04/30/19 §		395,271		399,470
American Builders & Contractors Supply Co Inc Term B 3.500% due 04/16/20 §		125,000		124,313
Ameriforge Group Inc (1st Lien) 5.000% due 12/19/19 §		74,438		74,624
Apex Tool Group LLC 4.500% due 01/31/20 §		99,500		99,966
Atlantic Aviation FBO Inc 3.250% due 06/01/20 §		49,875		49,844
BakerCorp International Inc Term B 4.250% due 02/11/20 §		497,500		494,391
Beechcraft Holdings LLC 5.750% due 02/14/20 §		375,000		377,813
Bombardier Recreational Products Inc Term B (Canada) 4.000% due 01/30/19 §		396,000		395,711
Brand Energy & Infrastructure Services Inc (Canada)
Term B-1 (1st Lien)
6.250% due 10/23/18 §		79,839		80,225
Term B-2 (1st Lien)
6.249% due 10/23/16 §		19,161		19,254
Ceridian Corp 4.429% due 05/09/17 §		150,000		150,250
Colfax Corp Term B 3.250% due 01/11/19 §		347,375		347,896
CSC Holdings LLC Term B 2.679% due 04/17/20 §		349,125		345,743
DAE Aviation Holdings Inc
Tranche B-1
6.250% due 11/02/18 §		85,149		85,575
Tranche B-2
6.250% due 11/02/18 §		38,601		38,794
Edwards Ltd (Cayman) (1st Lien) 4.750% due 03/26/20 §		157,563		157,838
Flying Fortress Inc 3.500% due 06/30/17 §		354,167		353,945
Gardner Denver Inc 4.250% due 07/30/20 §		200,000		198,444

	Principal Amount		Value
Generac Power Systems Inc Term B 3.500% due 05/31/20 §		$200,000		$198,583
Grede LLC Term B 4.500% due 05/02/18 §		485,232		487,051
Husky Injection Molding Systems Ltd Term B 4.250% due 06/30/18 §		446,719		447,417
IG Investments Holdings LLC Tranche B (1st Lien) 6.000% due 10/31/19 §		99,250		100,160
John Maneely Co 4.750% due 04/01/17 §		982,394		985,772
KAR Auction Services Inc Term B 3.750% due 05/19/17 §		311,493		313,000
Merrill Communications LLC 7.308% due 03/08/18 §		24,875		25,041
Metaldyne Co LLC 5.000% due 12/18/18 §		671,181		676,215
Milacron LLC Term B 4.250% due 03/28/20 §		547,250		547,478
Monitronics International Inc Term B 4.250% due 03/23/18 §		173,005		173,221
Pelican Products Inc (1st Lien) 7.000% due 07/11/18 §		246,875		247,801
Rexnord LLC Term B 4.000% due 08/21/20 §		575,000		569,250
Schaeffler AG (Germany) (Facility C) 4.250% due 01/27/17 §		100,000		100,475
Sensata Technologies BV 3.750% due 05/10/18 §		119,398		120,172
Sequa Corp 5.250% due 06/19/17 §		198,500		199,451
Spotless Holdings (1st Lien) due 09/20/18 µ		150,000		150,563
SumTotal Systems LLC (1st Lien) 6.250% due 11/16/18 §		140,767		140,415
Swift Transportation Co LLC
Term B
2.930% due 12/21/16 §		344,533		346,579
Tranche B-2
4.000% due 12/21/17 §		167,285		168,456
Tank Holding Corp Term 1 4.250% due 07/09/19 §		139,268		139,006
The Hertz Corp Tranche B-1 3.750% due 03/11/18 §		223,313		223,787
Transdigm Inc Term C 3.750% due 02/28/20 §		174,560		174,298
U.S. Security Associates Holdings Inc Term B 6.000% due 07/28/17 §		491,231		495,836
West Corp Term B-8 3.750% due 06/30/18 §		222,562		222,701
				12,086,047
Information Technology - 10.3%
Activision Blizzard Inc Term B due 09/11/20 µ		425,000		425,531
Aeroflex Inc Tranche B-1 4.500% due 11/09/19 §		420,615		424,358
Applied Systems Inc (1st Lien) 4.250% due 12/08/16 §		49,746		50,036
ARRIS Group Inc Term B 3.500% due 04/17/20 §		621,875		618,183
Aspect Software Inc Tranche B 7.000% due 05/07/16 §		232,265		233,426
CDW Corp 3.500% due 04/29/20 §		248,750		245,537
CompuCom Systems Inc 4.250% due 05/09/20 §		324,188		323,512

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-4

PACIFIC LIFE FUNDS

PL FLOATING RATE LOAN FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Dell Inc
Term B
due 03/31/20 µ		$1,125,000		$1,108,242
Term C
due 09/30/18 µ		200,000		199,063
DG Fastchannel Inc 7.250% due 07/26/18 §		399,215		400,214
Eagle Parent Inc Term B 4.500% due 05/16/18 §		465,348		466,861
Emdeon Business Services LLC Term B-2 3.750% due 11/02/18 §		572,125		573,496
Expert Global Solutions Inc Term B (1st Lien) 8.500% due 04/03/18 §		267,853		273,545
Freescale Semiconductor Inc Tranche B-4 5.000% due 03/01/20 §		323,375		325,152
Infor US Inc Tranche B-2 5.250% due 04/05/18 §		621,664		624,772
Kronos Inc (1st Lien) 4.500% due 10/30/19 §		198,500		199,741
Micro Holding LP 6.250% due 03/18/19 §		124,375		124,841
Mitel US Holdings Inc (1st Lien) 7.000% due 02/27/19 §		74,625		75,185
Novell Inc (1st Lien) 7.250% due 11/22/17 §		402,628		404,724
NXP BV Tranche C 4.750% due 01/10/20 §		124,063		126,156
Rocket Software Inc 5.750% due 02/19/18 §		491,255		492,278
Rovi Solutions Corp Tranche B-3 3.500% due 03/29/19 §		99,500		98,565
RP Crown Parent LLC Term B 6.750% due 12/10/18 §		820,056		827,574
SCS Holdings I Inc 7.000% due 12/07/18 §		463,542		471,074
Smart Technologies ULC Term B 10.500% due 01/31/18 §		25,000		24,000
Sophia LP Term B 4.500% due 07/19/18 §		139,622		140,429
SOPHOS Term B 6.500% due 05/10/19 §		493,750		483,875
Spansion LLC 5.250% due 12/13/18 §		98,974		99,779
SSI Investments II Ltd 5.000% due 05/26/17 §		446,325		448,556
SunGard Data Systems Inc
Tranche C
4.000% due 02/28/17 §		106,742		107,208
Tranche E
3.932% due 03/08/20 §		696,500		700,636
Vertafore Inc 4.250% due 10/03/19 §		497,500		499,366
Wall Street Systems Inc (1st Lien) 5.750% due 10/25/19 §		148,875		149,709
Web.com Group Inc Term B 4.500% due 10/27/17 §		278,910		281,001
				12,046,625
Materials - 8.1%
Axalta Coating Systems US Holdings Inc Term B 4.750% due 02/01/20 §		348,250		349,836
AZ Chem US Inc 5.250% due 12/22/17 §		106,127		107,155
Berry Plastics Corp Term D 3.500% due 02/08/20 §		248,750		246,729
BWAY Holding Co 4.500% due 08/06/17 §		322,563		324,579
Essar Steel Algoma Inc (Canada) 8.750% due 09/20/14 §		495,000		501,806

	Principal Amount		Value
Fairmount Minerals Ltd Tranche B-2 5.000% due 08/14/19 §		$250,000		$250,780
FMG Resources Property Ltd (Australia) 5.250% due 10/18/17 §		717,750		721,584
Ineos US Finance LLC 4.000% due 05/04/18 §		1,061,244		1,051,627
MacDermid Inc Tranche B (1st Lien) 4.000% due 06/07/20 §		99,750		99,968
Multi Packaging Solutions Inc 4.250% due 08/17/20 §		50,000		50,281
Neenah Foundry Co 6.750% due 04/26/17 §		74,063		74,063
Noranda Aluminum Term B 5.750% due 02/28/19 §		123,125		116,199
Novelis Inc 3.750% due 03/10/17 §		972,515		975,397
Oxea SARL Tranche B-2 4.250% due 01/15/20 §		75,000		74,858
Pact Group Inc 3.750% due 05/29/20 §		199,500		197,131
PQ Corp 4.500% due 08/07/17 §		148,875		149,929
Quikrete Holdings Inc (1st Lien) due 09/17/20 µ		125,000		125,449
Tricorbraun Inc 4.003% due 05/03/18 §		498,741		501,026
Tronox Inc Term B (Netherlands) 4.500% due 03/19/20 §		1,221,938		1,231,102
Unifrax Holding Co 4.250% due 11/28/18 §		497,494		499,857
United Central Industrial Supply Co LLC (1st Lien) 7.500% due 10/09/18 §		148,500		134,393
Univar Inc Term B 5.000% due 06/30/17 §		826,636		799,032
USI Inc 5.000% due 12/27/19 §		272,938		274,643
Walter Energy Inc Term B 6.750% due 04/02/18 §		707,503		681,561
				9,538,985
Telecommunication Services - 4.3%
Cellular South Inc Term B 3.250% due 05/23/20 §		49,750		49,719
Cricket Communications Inc
4.750% due 10/01/19 §		496,250		496,870
Term C
4.750% due 03/08/20 §		249,375		249,776
Crown Castle Operating Co Tranche B 3.250% due 01/31/19 §		149,624		148,516
Greeneden U.S. Holdings II LLC 4.000% due 02/08/20 §		39,276		39,289
Intelsat Jackson Holdings SA Tranche B-1 4.250% due 04/02/18 §		1,169,891		1,174,766
SBA Finance Communications Corp 3.750% due 06/30/18 §		27,079		27,130
Syniverse Holdings Inc
Term B
5.000% due 04/23/19 §		239,957		239,657
Tranche B
4.000% due 04/23/19 §		121,190		121,241
Telesat Canada Term B-2 (Canada) 3.500% due 03/28/19 §		518,457		517,155
TNS Inc (1st Lien) 5.000% due 02/14/20 §		48,148		48,690
UPC Financing Partnership (Facility AH) 3.250% due 06/30/21 §		1,000,000		995,625
Windstream Corp Term B-3 4.000% due 08/08/19 §		994,962		999,061
				5,107,495

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-5

PACIFIC LIFE FUNDS

PL FLOATING RATE LOAN FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Utilities - 2.0%
AES Corp 3.750% due 06/01/18 §		$303,173		$305,122
Calpine Construction Finance Co LP Term B-1 3.000% due 05/03/20 §		149,625		146,975
Calpine Corp
Term B-1
4.000% due 04/01/18 §		1,023,750		1,026,542
Term B-2
4.000% due 04/01/18 §		97,750		98,117
Dynegy Inc Tranche B-2 4.000% due 04/23/20 §		122,769		122,744
Equipower Resources Holdings LLC Term C (1st Lien) 4.250% due 12/31/19 §		74,813		75,155
LSP Madison Funding LLC 5.500% due 06/28/19 §		240,000		242,550
Texas Competitive Electric Holdings Co LLC 4.710% due 10/10/17 §		500,000		337,500
				2,354,705
Total Senior Loan Notes (Cost $115,596,814)				115,399,651
	Shares
SHORT-TERM INVESTMENT - 2.4%
Money Market Fund - 2.4%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		2,803,845		2,803,845
Total Short-Term Investment (Cost $2,803,845)				2,803,845
TOTAL INVESTMENTS - 101.9% (Cost $119,072,310)				119,678,321
OTHER ASSETS & LIABILITIES, NET - (1.9%)				(2,265,675	)
NET ASSETS - 100.0%				$117,412,646

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Consumer Discretionary	31.9%
Health Care	15.3%
Industrials	10.3%
Information Technology	10.3%
Consumer Staples	8.8%
Materials	8.1%
Financials	5.7%
Telecommunication Services	4.3%
Others (each less than 3.0%)	7.2%
	101.9%
Other Assets & Liabilities, Net	(1.9%	)
	100.0%

(b) As of September 30, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were are follows:

BBB	4.5%
BB	44.6%
B	48.8%
CCC	0.9%
Not Rated	1.2%
	100.0%

(c) Restricted securities as of September 30, 2013 were as follows:

Issuer and Acquisition Date	Cost		Value		Value as a % of Net Assets
Metro-Goldwyn-Mayer Studios Inc ‘A’ Acq. 12/30/10		$671,651		$1,474,825		1.2%

(d) Pursuant to the terms of the following senior loan agreement, the fund had an unfunded loan commitment of $148,500 or less than 0.1% of net assets as of September 30, 2013, which could be extended at the option of the borrower:

Borrower	Unfunded Loan Commitment	Value		Unrealized Appreciation
Media General Inc	$148,500		$150,561		$2,061

(e) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks (1)		$1,474,825		$—		$1,474,825		$—
	Senior Loan Notes		115,399,651		—		115,399,651		—
	Short-Term Investment		2,803,845		2,803,845		—		—
	Unfunded Loan Commitment		2,061		—		2,061		—
	Total		$119,680,382		$2,803,845		$116,876,537		$—

(1) For equity investments categorized in a single level, refer to the schedule of investments for further industry breakout.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-6

PACIFIC LIFE FUNDS

PL INFLATION MANAGED FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Principal Amount		Value
CORPORATE BONDS & NOTES - 1.0%
Financials - 0.7%
Ally Financial Inc 3.465% due 02/11/14 §		$700,000		$706,153
Credit Agricole Home Loan SFH (France) 1.016% due 07/21/14 § ~		400,000		402,000
Intesa Sanpaolo SPA (Italy) 3.125% due 01/15/16		100,000		99,927
				1,208,080
Industrials - 0.3%
International Lease Finance Corp
6.500% due 09/01/14 ~		100,000		104,250
6.750% due 09/01/16 ~		100,000		110,250
7.125% due 09/01/18 ~		200,000		224,500
				439,000
Total Corporate Bonds & Notes (Cost $1,599,973)				1,647,080
MORTGAGE-BACKED SECURITIES - 2.5%
Collateralized Mortgage Obligations - Commercial - 0.9%
Banc of America Large Loan Trust 2.483% due 11/15/15 " § ~		883,529		885,266
JP Morgan Chase Commercial Mortgage Securities Corp 5.336% due 05/15/47 "		110,000		121,159
Morgan Stanley Capital I Trust 5.910% due 06/11/49 " §		100,000		112,253
Silenus European Loan Conduit Ltd (Ireland) 0.376% due 05/15/19 " § ~		EUR 266,877		345,700
				1,464,378
Collateralized Mortgage Obligations - Residential - 1.6%
Bear Stearns Adjustable Rate Mortgage Trust
2.210% due 08/25/35 " §		$18,293		18,354
2.600% due 03/25/35 " §		65,000		65,817
2.793% due 03/25/35 " §		17,215		17,245
Citigroup Mortgage Loan Trust Inc
2.270% due 09/25/35 " §		30,198		29,887
2.290% due 09/25/35 " §		25,547		25,135
Countrywide Home Loan Mortgage Pass-Through Trust
2.878% due 01/19/34 " §		75,218		71,962
Fannie Mae
0.529% due 07/25/37 " §		251,327		251,641
0.559% due 07/25/37 " §		228,250		228,762
0.619% due 05/25/36 " §		222,027		222,583
0.624% due 02/25/37 " §		54,066		53,943
0.859% due 02/25/41 " §		381,456		384,599
GSR Mortgage Loan Trust 2.661% due 09/25/35 " §		55,058		54,867
JP Morgan Mortgage Trust 5.090% due 06/25/35 " §		172,959		175,439
Merrill Lynch Mortgage Investors Trust 2.193% due 12/25/34 " §		156,456		160,587
New York Mortgage Trust 2.840% due 05/25/36 " §		516,085		449,183
Reperforming Loan REMIC Trust 0.519% due 06/25/35 " § ~		20,707		18,069
Residential Accredit Loans Inc 0.359% due 06/25/46 " §		134,469		58,147

	Principal Amount		Value
Structured Asset Mortgage Investments II Trust 0.389% due 05/25/46 " §		$120,492		$88,771
Wells Fargo Mortgage Backed Securities Trust 2.630% due 10/25/35 " §		364,813		368,580
				2,743,571
Total Mortgage-Backed Securities (Cost $3,922,162)				4,207,949
ASSET-BACKED SECURITIES - 2.5%
Ares VIR Ltd CLO (Cayman) 0.483% due 03/12/18 " § ~		212,880		210,860
Asset Backed Funding Certificates Trust 0.899% due 06/25/35 " §		33,581		33,654
Freddie Mac Structured Pass-Through Securities 0.459% due 09/25/31 " §		2,075		1,934
Harvest SA CLO (Luxembourg) 0.827% due 03/29/17 " § ~		EUR 76,195		103,080
Hillmark Funding CDO (Cayman) 0.513% due 05/21/21 " § ~		$1,100,000		1,065,292
Park Place Securities Inc Pass-Through Certificates 1.199% due 12/25/34 " §		158,042		158,110
SLM Student Loan Trust
0.484% due 12/15/23 " §		EUR 1,508,814		2,003,180
0.494% due 09/15/21 " § ~		404,197		545,857
Wood Street BV CLO (Netherlands) 0.587% due 03/29/21 “ § ~		157,250		207,950
Total Asset-Backed Securities (Cost $4,290,316)				4,329,917
U.S. TREASURY OBLIGATIONS - 90.8%
U.S. Treasury Inflation Protected Securities - 90.5%
0.125% due 04/15/16 ^		$211,656		217,361
0.125% due 04/15/17 ^		2,673,970		2,759,516
0.125% due 04/15/18 ^		10,307,304		10,626,995
0.125% due 01/15/22 ^		15,636,886		15,457,255
0.125% due 07/15/22 ^		15,643,903		15,424,847
0.125% due 01/15/23 ^		9,310,400		9,064,549
0.375% due 07/15/23 ^		10,439,104		10,392,619
0.500% due 04/15/15 ^		4,419,349		4,518,440
0.625% due 07/15/21 ^ ‡		14,768,985		15,388,012
0.625% due 02/15/43 ^		3,657,636		3,004,404
1.125% due 01/15/21 ^		320,352		345,167
1.250% due 04/15/14 ^		2,759,400		2,783,760
1.250% due 07/15/20 ^		13,067,542		14,310,487
1.625% due 01/15/15 ^		10,520,810		10,880,822
1.750% due 01/15/28 ^		4,906,088		5,502,482
1.875% due 07/15/15 ^		840,651		888,101
2.000% due 01/15/16 ^		5,531,524		5,919,162
2.375% due 01/15/25 ^		123,924		148,099
2.375% due 01/15/27 ^		231,664		279,137
2.500% due 01/15/29 ^		6,419,200		7,901,887
2.625% due 07/15/17 ^		2,366,847		2,688,035
3.375% due 04/15/32 ^		197,403		276,865
3.875% due 04/15/29 ^ ‡		10,586,003		15,201,257
				153,979,259
U.S. Treasury Notes - 0.3%
0.250% due 08/31/14 ‡		62,000		62,079
0.250% due 09/30/14		100,000		100,135
0.750% due 06/15/14 ‡		316,000		317,481
1.250% due 04/15/14 ‡		48,000		48,306
				528,001
Total U.S. Treasury Obligations (Cost $158,355,462)				154,507,260

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-7

PACIFIC LIFE FUNDS

PL INFLATION MANAGED FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
FOREIGN GOVERNMENT BONDS & NOTES - 5.1%
Bundesrepublik Deutschland Bundesobligation Inflation Linked (Germany) 0.750% due 04/15/18 ^		EUR 1,688,288		$2,417,528
Instituto Credito Oficial (Spain) 1.971% due 03/25/14 § ~		1,600,000		2,180,139
Italy Buoni Poliennali Del Tesoro (Italy)
1.700% due 09/15/18 ^		602,186		795,572
3.100% due 09/15/26 ^		105,294		140,749
Mexican Bonos de Proteccion al Ahorro (Mexico) 4.010% due 01/30/20 ^ §		MXN 4,400,000		336,194
New South Wales Treasury Corp (Australia)
2.500% due 11/20/35 ^		AUD 200,000		208,918
2.750% due 11/20/25 ^		1,500,000		1,732,482
United Kingdom Gilt (United Kingdom) 1.750% due 09/07/22		GBP 100,000		151,669
United Kingdom Gilt Inflation-Linked (United Kingdom) 2.500% due 07/26/16 ^ ~		100,000		554,252
Xunta de Galicia (Spain) 6.131% due 04/03/18		EUR 100,000		149,660
Total Foreign Government Bonds & Notes (Cost $8,833,197)				8,667,163
PURCHASED OPTIONS - 0.0%
See Note (g) in Notes to Schedule of Investments) (Cost $86,445)				59,906
SHORT-TERM INVESTMENTS - 1.4%
U.S. Government Agency Issues - 0.4%
Federal Home Loan Bank
0.075% due 03/28/14		$600,000		599,941
U.S. Treasury Bills - 0.1%
0.135% due 08/21/14 ‡		100,000		99,934
0.128% due 08/21/14 ‡		53,000		52,965
				152,899
Repurchase Agreement - 0.2%
Morgan Stanley 0.090% due 10/01/13 (Dated 09/30/13, repurchase price of $400,001; collateralized by a U.S. Treasury Note: 1.000% due 05/31/18 and value $408,256)		400,000		400,000

	Shares		Value
Money Market Fund - 0.7%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		1,190,024		$1,190,024
Total Short-Term Investments (Cost $2,342,620)				2,342,864
TOTAL INVESTMENTS - 103.3% (Cost $179,430,175)				175,762,139
OTHER ASSETS & LIABILITIES, NET - (3.3%)				(5,544,470	)
NET ASSETS - 100.0%				$170,217,669

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

U.S. Treasury Obligations	90.8%
Foreign Government Bonds & Notes	5.1%
Others (each less than 3.0%)	7.4%
	103.3%
Other Assets & Liabilities, Net	(3.3%	)
	100.0%

(b) As of September 30, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

AAA	3.3%
A-1 (Short-Term debt only)	0.7%
AA / U.S. Government & Agency Issues	90.0%
A	0.5%
BBB	1.0%
B	0.6%
CCC	0.1%
Not Rated	3.8%
	100.0%

(c) Short-term investments reflect either the stated coupon rate or the annualized effective yield on the date of purchase for discounted investments.

(d) The average amount of borrowings by the fund on sale-buyback financing transactions (See Note 4 in Notes to Financial Statements) outstanding during the six-month period ended September 30, 2013 was $7,997,254 at a weighted average interest rate of 0.123%.

(e) Open futures contracts outstanding as of September 30, 2013 were as follows:

Long Futures Outstanding	Counterparty		Number of Contracts		Notional Amount		Unrealized Appreciation (Depreciation)
Eurodollar (09/14)		MSC		21		$21,000,000		$4,159
Eurodollar (03/16)		MSC		44		44,000,000		(38,106	)
Eurodollar (03/17)		MSC		48		48,000,000		(28,073	)
U.S. Treasury 5-Year Notes (12/13)		MSC		60		6,000,000		111,481
Total Futures Contracts								$49,461

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-8

PACIFIC LIFE FUNDS

PL INFLATION MANAGED FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

(f) Forward foreign currency contracts outstanding as of September 30, 2013 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
AUD	2,499,000	USD	2,341,643		10/13	DUB		($10,333	)
BRL	1,564,666	USD	647,989		10/13	MSC		57,623
BRL	1,564,666	USD	685,190		11/13	MSC		14,582
EUR	6,469,000	USD	8,753,814		10/13	GSC		(2,182	)
EUR	119,000	USD	158,377		10/13	JPM		2,613
EUR	131,000	USD	176,668		11/13	UBS		571
INR	58,081,410	USD	966,413		10/13	BRC		(43,701	)
MXN	278,485	USD	21,005		12/13	JPM		134
USD	2,232,369	AUD	2,499,000		10/13	RBC		(98,604	)
USD	2,336,565	AUD	2,499,000		11/13	DUB		10,992
USD	690,040	BRL	1,564,666		10/13	MSC		(15,572	)
USD	101,610	CAD	105,000		12/13	RBC		(109	)
USD	8,223,947	EUR	6,167,000		10/13	CIT		(119,122	)
USD	124,138	EUR	94,000		10/13	DUB		(3,030	)
USD	261,631	EUR	196,000		10/13	MSC		(3,529	)
USD	176,654	EUR	131,000		10/13	UBS		(570	)
USD	509,145	EUR	376,000		11/13	BRC		429
USD	8,577,336	EUR	6,338,000		11/13	GSC		2,215
USD	698,192	GBP	447,000		12/13	RBS		(25,064	)
USD	478,000	INR	29,058,320		10/13	BRC		16,364
USD	224,000	INR	13,543,950		10/13	DUB		8,833
USD	71,000	INR	4,297,080		10/13	JPM		2,734
USD	162,000	INR	9,819,430		10/13	UBS		6,004
USD	39,212	JPY	3,900,000		10/13	GSC		(468	)
USD	9,218	JPY	900,000		10/13	UBS		61
Total Forward Foreign Currency Contracts								($199,129	)

(g) Purchased options outstanding as of September 30, 2013 were as follows:

Interest Rate Swaptions

Description

Pay/Receive Floating Rate Based on 3-Month USD-LIBOR

Exercise Rate

Expiration Date

Counter- party

Notional Amount

Cost

Value

Put - OTC 30-Year Interest Rate Swap

Receive

3.875%

04/14/14

DUB

$1,700,000

$86,445

$59,906

Total Purchased Options

$86,445

$59,906

(h) Transactions in written options for the six-month period ended September 30, 2013 were as follows:

	Number of Contracts			Notional Amount in EUR			Notional Amount in $			Premium
Outstanding, March 31, 2013		4			6,100,000			29,100,000			$210,065
Call Options Written		5			9,400,000			71,900,000			54,518
Put Options Written		5			9,400,000			81,500,000			190,342
Call Options Closed		(7	)		—			—			(2,181	)
Put Options Closed		(5	)		—			(4,300,000	)		(30,828	)
Call Options Expired		—			—			(76,700,000	)		(44,160	)
Put Options Expired		(2	)		(6,100,000	)		(80,100,000	)		(159,092	)
Outstanding, September 30, 2013		—			18,800,000			21,400,000			$218,664

(i) Premiums received and value of written options outstanding as of September 30, 2013 were as follows:

Inflation Floor/Cap Options

Description	Strike Index		Exercise Index	Expiration Date		Counter- party	Notional Amount		Premium		Value
Floor - OTC U.S. CPI Urban Consumers NSA		216.69	Maximum of [(1+0.00%)10 - Inflation Adjustment] or $0		04/07/20	CIT		$2,000,000		$17,720		($2,427	)
Floor - OTC U.S. CPI Urban Consumers NSA		217.97	Maximum of [(1+0.00%)10 - Inflation Adjustment] or $0		09/29/20	CIT		300,000		3,870		(357	)
Floor - OTC U.S. CPI Urban Consumers NSA		218.01	Maximum of [(1+0.00%)10 - Inflation Adjustment] or $0		10/13/20	DUB		700,000		6,860		(920	)
										$28,450		($3,704	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-9

PACIFIC LIFE FUNDS

PL INFLATION MANAGED FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

Interest Rate Swaptions

Description	Pay/Receive Floating Rate Based on 3-Month USD-LIBOR	Exercise Rate		Expiration Date		Counter- party	Notional Amount		Premium		Value
Call - OTC 10-Year Interest Rate Swap	Receive		2.500%		01/27/14	RBS		$4,400,000		$30,100		($19,796	)
	Based on 3-Month EUR-LIBOR
Call - OTC 2-Year Interest Rate Swap	Receive		0.500%		10/24/13	BRC		EUR 8,800,000		8,710		(3,004	)
Call - OTC 2-Year Interest Rate Swap	Receive		0.500%		10/24/13	DUB		600,000		557		(205	)
										39,367		(23,005	)
	Based on 3-Month USD-LIBOR
Put - OTC 5-Year Interest Rate Swap	Pay		1.500%		10/28/13	GSC		$2,600,000		7,215		(17,804	)
Put - OTC 10-Year Interest Rate Swap	Pay		3.500%		01/27/14	RBS		4,400,000		42,128		(20,758	)
Put - OTC 5-Year Interest Rate Swap	Pay		2.850%		04/14/14	DUB		7,000,000		84,000		(20,019	)
	Based on 3-Month EUR-LIBOR
Put - OTC 2-Year Interest Rate Swap	Pay		0.750%		10/24/13	BRC		EUR 8,800,000		16,549		(1,216	)
Put - OTC 2-Year Interest Rate Swap	Pay		0.750%		10/24/13	DUB		600,000		955		(83	)
										150,847		(59,880	)
										$190,214		($82,885	)
Total Written Options										$218,664		($86,589	)

(j) Swap agreements outstanding as of September 30, 2013 were as follows:

Interest Rate Swaps

Floating Rate Index	Counter- party	Pay/Receive Floating Rate	Fixed Rate	Expiration Date		Notional Amount		Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
OTC BRL - CDI Compounded	JPM	Pay	7.900%		01/02/15		BRL 100,000		($943	)		($357	)		($586	)
OTC BRL - CDI Compounded	GSC	Pay	8.150%		01/02/15		2,000,000		(16,825	)		(4,806	)		(12,019	)
OTC BRL - CDI Compounded	GSC	Pay	8.255%		01/02/15		1,900,000		(10,551	)		2,397			(12,948	)
OTC BRL - CDI Compounded	MSC	Pay	8.270%		01/02/15		100,000		(780	)		(171	)		(609	)
OTC BRL - CDI Compounded	DUB	Pay	8.485%		01/02/15		2,300,000		(14,888	)		(175	)		(14,713	)
OTC BRL - CDI Compounded	UBS	Pay	8.560%		01/02/15		7,800,000		(46,894	)		3,449			(50,343	)
OTC BRL - CDI Compounded	HSB	Pay	8.825%		01/02/15		6,500,000		(540	)		39,932			(40,472	)
OTC BRL - CDI Compounded	UBS	Pay	8.150%		01/02/17		3,700,000		(109,430	)		—			(109,430	)
OTC BRL - CDI Compounded	MSC	Pay	8.220%		01/02/17		4,700,000		(134,784	)		(249	)		(134,535	)
OTC BRL - CDI Compounded	GSC	Pay	8.300%		01/02/17		3,000,000		(81,746	)		3,861			(85,607	)
OTC US CPI Urban Consumers NSA	GSC	Receive	2.415%		02/12/17		$600,000		(13,455	)		—			(13,455	)
OTC US CPI Urban Consumers NSA	CIT	Receive	2.250%		07/15/17		4,100,000		(84,211	)		984			(85,195	)
OTC US CPI Urban Consumers NSA	DUB	Receive	2.250%		07/15/17		3,800,000		(78,049	)		3,520			(81,569	)
OTC US CPI Urban Consumers NSA	RBS	Receive	2.250%		07/15/17		2,600,000		(53,402	)		(2,517	)		(50,885	)
OTC France CPI Excluding Tobacco	MSC	Pay	2.000%		02/01/18		EUR 700,000		22,770			281			22,489
OTC France CPI Excluding Tobacco	RBS	Pay	2.000%		02/01/18		100,000		3,253			108			3,145
OTC France CPI Excluding Tobacco	CIT	Pay	2.150%		04/01/21		100,000		3,553			1,560			1,993
OTC France CPI Excluding Tobacco	DUB	Pay	2.150%		04/01/21		400,000		14,213			7,362			6,851
OTC France CPI Excluding Tobacco	GSC	Pay	2.150%		04/01/21		600,000		21,319			4,446			16,873
OTC France CPI Excluding Tobacco	MSC	Pay	2.150%		04/01/21		900,000		31,978			(3,280	)		35,258
OTC France CPI Excluding Tobacco	BRC	Pay	1.950%		07/25/21		1,400,000		6,567			(9,502	)		16,069
OTC US CPI Urban Consumers NSA	DUB	Receive	2.500%		07/15/22		$2,000,000		(30,991	)		29,720			(60,711	)
CME 6-Month JPY LIBOR	CME	Receive	1.000%		09/18/23		JPY 330,000,000		(45,412	)		(25,259	)		(20,153	)
CME 3-Month USD LIBOR	CME	Receive	3.500%		12/18/43		$2,300,000		87,639			119,520			(31,881	)
Total Swap Agreements									($531,609	)		$170,824			($702,433	)

(k) As of September 30, 2013, investments with a total aggregate value of $639,931 were fully or partially segregated with the broker(s)/custodian as collateral for open futures contracts, forward foreign currency contracts, option contracts and swap contracts. In addition, $45,000 in cash was segregated as collateral for open futures contracts and swap contracts.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-10

PACIFIC LIFE FUNDS

PL INFLATION MANAGED FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

(l) Fair Value Measurements

The following is a summary of the fund's investments as categorized under the three-tier hierarchy of inputs used in valuing the fund's assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013			Level 1 Quoted Price			Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$1,647,080			$—			$1,647,080			$—
	Mortgage-Backed Securities		4,207,949			—			4,207,949			—
	Asset-Backed Securities		4,329,917			—			4,329,917			—
	U.S. Treasury Obligations		154,507,260			—			154,507,260			—
	Foreign Government Bonds & Notes		8,667,163			—			8,667,163			—
	Short-Term Investments		2,342,864			1,190,024			1,152,840			—
	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		123,155			—			123,155			—
	Interest Rate Contracts
	Futures		115,640			115,640			—			—
	Purchased Options		59,906			—			59,906			—
	Swaps		191,292			—			191,292			—
	Total Interest Rate Contracts		366,838			115,640			251,198			—
	Total Assets - Derivatives		489,993			115,640			374,353			—
	Total Assets		176,192,226			1,305,664			174,886,562			—
Liabilities	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(322,284	)		—			(322,284	)		—
	Interest Rate Contracts
	Futures		(66,179	)		(66,179	)		—			—
	Written Options		(86,589	)		—			(82,885	)		(3,704	)
	Swaps		(722,901	)		—			(722,901	)		—
	Total Interest Rate Contracts		(875,669	)		(66,179	)		(805,786	)		(3,704	)
	Total Liabilities - Derivatives		(1,197,953	)		(66,179	)		(1,128,070	)		(3,704	)
	Total Liabilities		(1,197,953	)		(66,179	)		(1,128,070	)		(3,704	)
	Total		$174,994,273			$1,239,485			$173,758,492			($3,704	)

Certain of the fund’s liabilities are held at carrying amount, which approximates fair value for financial statement purposes. As of September 30, 2013 such liabilities are categorized within the three-tier hierarchy of inputs as follows:

		Total Value at September 30, 2013			Level 1 Quoted Price		Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Liabilities	Sale-buyback Financing Transactions		($5,174,583	)		$—		($5,174,583	)		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-11

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Principal Amount		Value
CORPORATE BONDS & NOTES - 13.1%
Consumer Discretionary - 0.0%
General Motors Co Escrow Receipts 8.375% due 07/05/33 W +		EUR 200,000		$-
Consumer Staples - 0.3%
Anheuser-Busch InBev Worldwide Inc 0.814% due 01/27/14 §		$1,200,000		1,202,354
Reynolds American Inc
6.750% due 06/15/17		200,000		231,311
7.625% due 06/01/16		100,000		117,263
				1,550,928
Energy - 0.1%
Colorado Interstate Gas Co LLC 6.800% due 11/15/15		200,000		224,691
Petrobras International Finance Co (Cayman) 5.875% due 03/01/18		400,000		430,622
				655,313
Financials - 10.4%
Ally Financial Inc
3.652% due 06/20/14 §		4,600,000		4,669,230
4.500% due 02/11/14		500,000		505,805
4.625% due 06/26/15		300,000		310,512
8.300% due 02/12/15		600,000		648,000
American International Group Inc
5.450% due 05/18/17		100,000		111,986
6.250% due 03/15/87		1,000,000		985,000
Banco Santander Brasil SA (Brazil)
2.352% due 03/18/14 § ~		600,000		599,399
4.250% due 01/14/16 ~		300,000		308,250
Banco Santander Chile (Chile) 1.866% due 01/19/16 § ~		1,000,000		1,007,500
Bank of America Corp 4.500% due 04/01/15		4,800,000		5,043,024
Bank of Montreal (Canada) 2.850% due 06/09/15 ~		100,000		103,990
Banque PSA Finance SA (France) 2.174% due 04/04/14 § ~		600,000		597,748
BBVA Bancomer SA (Mexico) 6.500% due 03/10/21 ~		3,800,000		3,971,000
BNP Paribas SA (France) 1.169% due 01/10/14 §		1,000,000		1,001,907
BPCE SA (France) 2.375% due 10/04/13 ~		100,000		100,031
CIT Group Inc 5.250% due 04/01/14 ~		100,000		101,875
Citigroup Inc
4.587% due 12/15/15		2,300,000		2,461,550
5.500% due 10/15/14		1,200,000		1,257,847
Credit Agricole Home Loan SFH (France) 1.016% due 07/21/14 § ~		1,400,000		1,406,999
Credit Suisse NY (Switzerland) 2.200% due 01/14/14		300,000		301,574
Daimler Finance North America LLC 0.870% due 01/09/15 § ~		2,000,000		2,007,702
Dexia Credit Local SA (France) 0.744% due 04/29/14 § ~		800,000		800,654
Ford Motor Credit Co LLC
7.000% due 04/15/15		500,000		543,785
8.700% due 10/01/14		200,000		215,241
HBOS PLC (United Kingdom) 0.959% due 09/06/17 §		8,100,000		7,729,425
HSBC Bank PLC (United Kingdom) 2.000% due 01/19/14 ~		200,000		201,065

	Principal Amount		Value
ICICI Bank Ltd (India)
4.750% due 11/25/16 ~		$1,700,000		$1,739,666
5.500% due 03/25/15 ~		600,000		622,264
Intesa Sanpaolo SPA (Italy) 2.662% due 02/24/14 § ~		500,000		502,805
LBG Capital No. 2 PLC (United Kingdom) 9.125% due 07/15/20		GBP 800,000		1,407,777
Lloyds Bank PLC (United Kingdom) 12.000% § ~ ±		$1,000,000		1,342,500
National Australia Bank Ltd (Australia) 0.989% due 04/11/14 § ~		1,400,000		1,405,162
Nordea Bank AB (Sweden) 2.125% due 01/14/14 ~		100,000		100,504
Nordea Eiendomskreditt AS (Norway) 0.691% due 04/07/15 § ~		900,000		901,775
RCI Banque SA (France) 2.139% due 04/11/14 § ~		1,300,000		1,303,691
Santander Issuances SAU (Spain) 7.300% due 07/27/19 §		GBP 3,000,000		5,014,571
SLM Corp
2.632% due 10/01/14 § ^		$100,000		97,335
5.000% due 10/01/13		2,600,000		2,600,000
6.250% due 01/25/16		100,000		106,875
Springleaf Finance Corp 4.125% due 11/29/13 ~		EUR 1,000,000		1,352,964
SSIF Nevada LP 0.968% due 04/14/14 § ~		$3,300,000		3,312,715
State Bank of India (India) 4.500% due 07/27/15 ~		1,000,000		1,029,052
Stone Street Trust 5.902% due 12/15/15 ~		700,000		757,942
Volkswagen International Finance NV (Netherlands) 0.858% due 04/01/14 § ~		995,000		997,433
				61,586,130
Health Care - 0.2%
AbbVie Inc 1.027% due 11/06/15 §		1,200,000		1,212,120
Industrials - 0.9%
International Lease Finance Corp 5.750% due 05/15/16		100,000		106,549
United Technologies Corp 0.530% due 12/02/13 §		5,100,000		5,103,116
				5,209,665
Materials - 0.9%
Braskem Finance Ltd (Cayman) 5.750% due 04/15/21 ~		3,600,000		3,546,000
CSN Islands XI Corp (Cayman) 6.875% due 09/21/19 ~		700,000		728,000
Gerdau Holdings Inc 7.000% due 01/20/20 ~		400,000		428,000
GTL Trade Finance Inc (United Kingdom) 7.250% due 10/20/17 ~		600,000		669,000
				5,371,000
Telecommunication Services - 0.2%
Verizon Communications Inc 0.858% due 03/28/14 §		900,000		901,898

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-12

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Utilities - 0.1%
Electricite de France SA (France) 5.500% due 01/26/14 ~		$200,000		$203,132
Entergy Corp 3.625% due 09/15/15		500,000		518,423
				721,555
Total Corporate Bonds & Notes (Cost $75,555,904)				77,208,609
SENIOR LOAN NOTES - 0.4%
Financials - 0.2%
Springleaf Finance Corp 5.500% due 05/10/17 §		960,000		962,640
Health Care - 0.2%
Health Management Associates Term B 3.500% due 11/18/18 §		1,500,000		1,501,742
Total Senior Loan Notes (Cost $2,460,819)				2,464,382
MORTGAGE-BACKED SECURITIES - 47.4%
Collateralized Mortgage Obligations - Commercial - 0.8%
Bear Stearns Commercial Mortgage Securities Trust 5.700% due 06/11/50 "		200,000		226,110
Credit Suisse Commercial Mortgage Trust 5.467% due 09/15/39 "		858,432		938,969
JPMorgan Chase Commercial Mortgage Securities Trust 4.070% due 11/15/43 " ~		500,000		526,528
LB-UBS Commercial Mortgage Trust 5.866% due 09/15/45 " §		455,865		511,282
Merrill Lynch Floating Trust 0.719% due 07/09/21 " § ~		342,905		342,352
Morgan Stanley Capital I Trust 5.731% due 07/12/44 " §		1,514,056		1,664,263
Silenus European Loan Conduit Ltd (Ireland) 0.376% due 05/15/19 " § ~		EUR 33,360		43,213
Wachovia Bank Commercial Mortgage Trust 5.342% due 12/15/43 "		$600,000		664,949
				4,917,666
Collateralized Mortgage Obligations - Residential - 2.8%
Alternative Loan Trust 2.735% due 06/25/37 " §		361,334		293,693
Arran Residential Mortgages Funding PLC (United Kingdom) 1.626% due 05/16/47 " § ~		EUR 824,396		1,131,640
Banc of America Funding Trust 2.666% due 05/25/35 " §		$97,344		98,888
Banc of America Mortgage Trust 2.748% due 07/25/33 " §		46,042		46,363
BCAP LLC Trust 5.238% due 03/26/37 " § ~		94,327		87,058
Bear Stearns Adjustable Rate Mortgage Trust
2.320% due 08/25/35 " §		43,713		44,005
2.430% due 10/25/35 " §		309,784		299,806
2.604% due 08/25/33 " §		119,009		120,497
2.793% due 03/25/35 " §		75,947		76,082
2.925% due 01/25/35 " §		1,231,056		1,171,354

	Principal Amount		Value
Bear Stearns Alt-A Trust
2.638% due 11/25/36 " §		$87,907		$58,903
2.667% due 05/25/35 " §		54,545		50,576
2.735% due 09/25/35 " §		64,181		53,226
Chase Mortgage Finance Trust 5.714% due 09/25/36 " §		218,071		195,034
Chevy Chase Funding LLC 0.429% due 08/25/35 " § ~		60,184		51,639
Citigroup Mortgage Loan Trust
2.290% due 09/25/35 " §		51,093		50,271
2.510% due 10/25/35 " §		93,711		91,169
Countrywide Home Loan Mortgage Pass-Through Trust 0.499% due 03/25/35 " §		28,322		22,802
Credit Suisse First Boston Mortgage Securities Corp
0.822% due 03/25/32 " § ~		4,144		3,778
6.000% due 11/25/35 " W		99,651		81,817
Downey Saving and Loan Association Mortgage Loan Trust 0.361% due 04/19/47 " § W		279,975		64,031
Fannie Mae
0.379% due 10/27/37 " §		3,400,000		3,402,871
0.489% due 04/25/37 " §		102,109		102,101
0.629% due 09/25/35 " §		231,985		232,423
1.625% due 11/25/23 " §		168,209		172,739
Freddie Mac
1.359% due 10/25/44 " §		41,265		42,462
1.554% due 07/25/44 " §		217,641		221,676
8.000% due 04/15/30 "		210,668		250,126
Granite Master Issuer PLC (United Kingdom)
0.347% due 12/20/54 " § ~		EUR 472,520		632,218
0.407% due 12/20/54 " § ~		760,090		1,016,977
0.440% due 12/20/54 " §		$377,684		372,019
Granite Mortgages PLC (United Kingdom)
0.600% due 01/20/44 " § ~		EUR 24,160		32,300
0.890% due 01/20/44 " § ~		GBP 24,449		39,195
0.898% due 09/20/44 " § ~		131,929		211,284
HarborView Mortgage Loan Trust
0.351% due 12/19/36 " § W		$535,650		349,715
0.371% due 01/19/38 " §		178,588		142,393
0.401% due 05/19/35 " §		31,527		25,864
JPMorgan Mortgage Trust
4.058% due 02/25/35 " §		17,283		17,448
5.254% due 07/25/35 " §		245,650		253,826
5.750% due 01/25/36 " W		41,104		37,780
Merrill Lynch Mortgage Investors Trust
0.389% due 02/25/36 " §		43,494		39,844
2.248% due 11/25/35 " §		2,899,087		2,725,585
Morgan Stanley Mortgage Loan Trust 5.500% due 08/25/35 "		145,434		147,541
Mellon Residential Funding Corp Mortgage Trust 0.664% due 06/15/30 " §		7,893		7,829
Reperforming Loan REMIC Trust 0.519% due 06/25/35 " § ~		103,536		90,346
Residential Accredit Loans Inc Trust
0.359% due 06/25/46 " §		89,646		38,765
6.000% due 06/25/36 " W		227,700		178,578
Residential Asset Securitization Trust 0.579% due 05/25/33 " §		6,304		6,151
Structured Asset Mortgage Investments II Trust 0.399% due 05/25/36 " §		191,730		121,227
Structured Asset Securities Corp Mortgage
2.486% due 08/25/32 " §		23,214		23,030
2.653% due 10/28/35 " § ~		43,570		41,196

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-13

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Washington Mutual Mortgage
0.489% due 01/25/45 " §		$23,676		$22,022
0.499% due 01/25/45 " §		24,562		22,786
1.553% due 08/25/42 " §		4,215		3,849
2.204% due 02/27/34 " §		6,923		6,870
2.454% due 09/25/46 " §		88,020		82,563
4.850% due 02/25/37 " §		460,709		427,275
Wells Fargo Mortgage-Backed Securities Trust
2.623% due 12/25/34 " §		83,597		84,468
2.642% due 03/25/36 " §		586,172		563,656
2.680% due 04/25/36 " § W		70,201		65,561
				16,347,191
Fannie Mae - 42.6%
1.359% due 10/01/44 " §		35,239		35,768
2.176% due 09/01/35 " §		164,145		173,993
2.310% due 08/01/22 "		500,000		475,152
2.492% due 11/01/34 " §		123,972		133,905
2.655% due 12/01/35 " §		29,235		31,206
2.812% due 11/01/32 " §		143,171		152,811
2.870% due 09/01/27 "		500,000		449,600
3.000% due 09/01/21 - 11/19/27 "		40,517,950		41,970,673
3.500% due 02/01/27 - 11/19/27 "		32,252,454		33,932,036
4.000% due 07/01/25 - 10/01/42 "		48,137,498		50,472,920
4.419% due 12/01/36 " §		14,362		15,224
4.500% due 07/01/18 - 08/01/41 "		45,349,886		48,504,337
5.000% due 02/01/25 - 11/10/40 "		38,969,800		42,272,624
5.500% due 12/01/20 - 10/13/40 "		19,693,978		21,440,706
6.000% due 09/01/22 - 05/01/41 "		10,436,531		11,412,663
6.500% due 03/01/17 "		18,192		19,363
				251,492,981
Freddie Mac - 0.7%
2.375% due 11/01/31 " §		5,972		6,298
2.384% due 04/01/32 " §		22,456		23,844
2.425% due 09/01/35 " §		21,783		22,981
2.473% due 06/01/35 " §		194,487		207,185
2.995% due 09/01/35 " §		107,514		114,443
4.500% due 09/01/41 "		450,844		481,091
5.500% due 03/01/23 - 05/01/40 "		2,862,006		3,100,886
6.000% due 12/01/22 - 03/01/23 "		68,138		74,089
				4,030,817
Government National Mortgage Association - 0.5%
5.000% due 04/15/38 - 04/15/39 "		3,054,096		3,326,704
Total Mortgage-Backed Securities (Cost $277,198,638)				280,115,359
ASSET-BACKED SECURITIES - 2.9%
Argent Securities Inc 1.004% due 02/25/34 " §		1,336,614		1,204,553
Asset Backed Funding Certificates Trust 0.879% due 06/25/34 " §		100,535		94,862
Auto ABS (Italy) 0.364% due 10/25/20 " § ~		EUR 70,411		95,280
Bear Stearns Asset Backed Securities Trust
0.379% due 12/25/36 " §		$474,863		430,080
2.996% due 10/25/36 " §		128,832		124,214
CIT Mortgage Loan Trust 1.429% due 10/25/37 § " ~		3,160,055		3,155,653
Citibank Omni Master Trust 2.932% due 08/15/18 " § ~		3,200,000		3,267,661
Countrywide Asset-Backed Certificates
0.279% due 08/25/37 " §		2,697,664		2,659,212
0.529% due 05/25/46 " § ~		2,422,708		2,259,088

	Principal Amount		Value
Halcyon Structured Asset Management Long Secured/Short Unsecured Ltd CLO (Cayman) 0.490% due 08/07/21 " § ~		$1,709,727		$1,691,576
Hillmark Funding CDO (Cayman) 0.513% due 05/21/21 " § ~		1,100,000		1,065,292
HSBC Home Equity Loan Trust 0.330% due 03/20/36 " §		380,981		374,378
Long Beach Mortgage Loan Trust 0.739% due 10/25/34 " §		18,554		17,585
Park Place Securities Inc 0.439% due 09/25/35 " §		138,718		135,676
Securitized Asset-Backed Receivables LLC Trust 0.309% due 05/25/37 " § W		123,725		66,747
United States Small Business Administration 4.754% due 08/10/14 "		14,851		15,138
Wood Street BV CLO (Netherlands) 0.544% due 11/22/21 " § ~		EUR 433,888		576,915
Total Asset-Backed Securities (Cost $16,459,882)				17,233,910
U.S. GOVERNMENT AGENCY ISSUES - 8.9%
Fannie Mae
0.875% due 08/28/17		$4,400,000		4,361,905
0.875% due 12/20/17		400,000		393,539
0.875% due 02/08/18		1,000,000		979,096
0.875% due 05/21/18		200,000		194,617
1.125% due 04/27/17		1,800,000		1,807,873
1.250% due 01/30/17		4,200,000		4,250,555
1.875% due 09/18/18		100,000		101,248
5.000% due 02/13/17		900,000		1,021,074
5.000% due 05/11/17		1,800,000		2,051,388
5.375% due 06/12/17		3,500,000		4,041,898
Freddie Mac
0.875% due 03/07/18		300,000		293,480
1.000% due 03/08/17		3,000,000		3,011,850
1.000% due 06/29/17		13,200,000		13,184,107
1.000% due 07/28/17		7,300,000		7,286,086
1.000% due 09/29/17		6,300,000		6,254,980
1.250% due 05/12/17		700,000		705,455
3.750% due 03/27/19		1,200,000		1,322,815
5.500% due 08/23/17		900,000		1,050,732
Total U.S. Government Agency Issues (Cost $52,388,387)				52,312,698
U.S. TREASURY OBLIGATIONS - 25.6%
U.S. Treasury Inflation Protected Securities - 7.1%
0.125% due 04/15/17 ^		925,605		955,217
0.125% due 04/15/18 ^		202,104		208,372
0.125% due 01/15/22 ^		206,414		204,035
0.125% due 07/15/22 ^		2,234,716		2,203,466
0.625% due 07/15/21 ^		4,249,322		4,427,428
1.125% due 01/15/21 ^		3,310,304		3,566,723
1.250% due 07/15/20 ^		642,666		703,794
1.375% due 01/15/20 ^		324,066		355,751
1.750% due 01/15/28 ^		3,568,064		4,001,805
2.000% due 01/15/26 ^ ‡		2,942,300		3,399,507
2.125% due 02/15/40 ^ ‡		6,376,425		7,553,570
2.375% due 01/15/25 ^		4,833,036		5,775,855
2.375% due 01/15/27 ^		6,139,096		7,397,132
3.625% due 04/15/28 ^		722,125		999,804
				41,752,459

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-14

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
U.S. Treasury Notes - 18.5%
0.625% due 04/30/18		$13,700,000		$13,320,579
0.750% due 12/31/17		700,000		688,351
0.750% due 02/28/18		6,300,000		6,179,166
0.750% due 03/31/18		17,600,000		17,231,491
0.875% due 01/31/18		2,600,000		2,567,094
0.875% due 07/31/19 ‡		18,300,000		17,478,641
1.000% due 05/31/18		10,000,000		9,874,610
1.000% due 06/30/19		2,900,000		2,796,235
1.000% due 08/31/19		4,100,000		3,935,360
1.000% due 09/30/19		500,000		479,141
1.000% due 11/30/19		300,000		286,266
1.125% due 03/31/20		8,000,000		7,626,248
1.125% due 04/30/20		800,000		760,782
1.250% due 10/31/19		2,300,000		2,234,234
1.250% due 02/29/20		1,800,000		1,732,991
1.375% due 06/30/18		200,000		200,602
1.375% due 07/31/18		200,000		200,414
1.500% due 08/31/18 ‡		21,200,000		21,348,230
3.500% due 02/15/18		200,000		219,812
				109,160,247
Total U.S. Treasury Obligations (Cost $154,701,302)				150,912,706
FOREIGN GOVERNMENT BONDS & NOTES - 1.7%
Autonomous Community of Valencia Spain (Spain) 4.375% due 07/16/15		EUR 100,000		137,403
Banco Nacional de Desenvolvimento Economico e Social (Brazil) 4.125% due 09/15/17 ~		100,000		140,182
Italy Buoni Poliennali del Tesoro (Italy) 2.500% due 03/01/15		800,000		1,098,352
Italy Certificati di Credito del Tesoro (Italy) 1.743% due 06/30/15		600,000		785,849
Province of Ontario (Canada)
1.650% due 09/27/19		$200,000		192,798
3.000% due 07/16/18		100,000		105,641
3.150% due 06/02/22		CAD 2,000,000		1,923,499
5.500% due 06/02/18		100,000		110,681
Province of Quebec (Canada)
3.500% due 07/29/20		$600,000		629,000
3.500% due 12/01/22		CAD 800,000		781,492
4.250% due 12/01/21		900,000		937,632
Spain Letras del Tesoro (Spain) 1.106% due 04/16/14		EUR 2,200,000		2,962,101
Total Foreign Government Bonds & Notes (Cost $9,971,663)				9,804,630
MUNICIPAL BONDS - 4.1%
American Municipal Power Inc OH ‘B’ 8.084% due 02/15/50		$1,000,000		1,297,610
Buckeye Tobacco Settlement Financing Authority OH ‘A2’ 5.875% due 06/01/47		800,000		600,368
City of North Las Vegas NV 6.572% due 06/01/40		900,000		761,373
County of Clark Airport System Revenue NV ‘C’ 6.820% due 07/01/45		200,000		248,676
Dallas/Fort Worth International Airport TX ‘G’ 5.000% due 11/01/26		2,900,000		3,069,795

	Principal Amount		Value
Irvine Ranch Water District Joint Powers Agency CA 2.388% due 03/15/14		$900,000		$901,755
Los Angeles Unified School District CA ‘A1’ 4.500% due 01/01/28		400,000		414,472
Massachusetts School Building Authority ‘B’ 5.000% due 08/15/28		2,000,000		2,226,900
New Jersey Economic Development Authority ‘B’ 5.380% due 02/15/19		4,100,000		3,374,833
New York Liberty Development Corp 5.750% due 11/15/51		3,200,000		3,424,384
North Carolina Turnpike Authority ‘B’ 6.700% due 01/01/39		100,000		108,824
Southern California Public Power Authority 5.943% due 07/01/40		1,600,000		1,657,216
State of California
7.500% due 04/01/34		100,000		127,006
7.600% due 11/01/40		1,400,000		1,845,284
Tobacco Settlement Finance Authority of WV ‘A’ 7.467% due 06/01/47		800,000		632,256
University of Arizona 6.423% due 08/01/35		2,700,000		3,039,255
University of California 6.270% due 05/15/31		500,000		538,835
Total Municipal Bonds (Cost $23,712,735)				24,268,842
SHORT-TERM INVESTMENTS - 24.4%
Commercial Paper - 1.5%
Hewlett Packard Co 0.950% due 10/30/13		5,900,000		5,895,485
Santander SA 2.427% due 01/02/14		3,300,000		3,293,362
				9,188,847
Foreign Government Issues - 2.6%
Italy Buoni Ordinari del Tesoro BOT (Italy)
0.541% due 12/23/13		EUR 4,400,000		5,946,095
0.772% due 02/28/14		1,800,000		2,428,166
0.826% due 03/14/14		3,600,000		4,855,042
1.089% due 09/12/14		1,400,000		1,873,623
				15,102,926
U.S. Government Agency Issues - 9.6%
Federal Home Loan Banks
0.020% due 01/03/14		$40,400,000		40,397,868
0.040% due 12/11/13		3,800,000		3,799,924
0.045% due 12/27/13		12,300,000		12,299,705
0.050% due 11/27/13		300,000		299,995
				56,797,492
U.S. Treasury Bills - 5.5%
0.028% due 12/12/13		26,700,000		26,699,466
0.068% due 02/27/14		4,800,000		4,799,875
0.023% due 10/10/13 ‡		767,000		766,993
				32,266,334

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-15

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Repurchase Agreements - 5.1%
Merrill Lynch 0.080% due 10/01/13 (Dated 09/30/13, repurchase price of $13,600,030; collateralized by U.S. Treasury Note: 1.380% due 09/30/18 and value $13,879,830)		$13,600,000		$13,600,000
The Royal Bank of Scotland Group PLC 0.060% due 10/02/13 (Dated 10/01/13, repurchase price of $16,500,028; collateralized by U.S. Treasury Note: 3.250% due 07/31/16 and value $16,816,442)		16,500,000		16,500,000
				30,100,000
	Shares
Money Market Fund - 0.1%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		768,363		768,363
Total Short-Term Investments (Cost $143,925,206)				144,223,962
TOTAL INVESTMENTS - 128.5% (Cost $756,374,536)				758,545,098
TOTAL SECURITIES SOLD SHORT - (0.2%) (See Note (d) in Notes to Schedule of Investments) (Proceeds $1,027,188)				(1,048,906	)
OTHER ASSETS & LIABILITIES, NET - (28.3%)				(167,230,657	)
NET ASSETS - 100.0%				$590,265,535

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Mortgage-Backed Securities	47.4%
U.S. Treasury Obligations	25.6%
Short-Term Investments	24.4%
Corporate Bonds & Notes	13.1%
U.S. Government Agency Issues	8.9%
Municipal Bonds	4.1%
Others (each less than 3.0%)	5.0%
	128.5%
Securities Sold Short	(0.2%	)
Other Assets & Liabilities, Net	(28.3%	)
	100.0%

(b) As of September 30, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

AAA	0.9%
A-1 (Short-Term debt only)	16.2%
AA/U.S. Government & Agency Issues	64.2%
A	5.6%
BBB	3.5%
BB	1.6%
B	1.4%
CCC	1.5%
CC	0.1%
D	0.1%
Not Rated	4.9%
	100.0%

(c) Investments reflect the stated coupon rate or for discounted investments or zero coupon bonds, the annualized effective yield on the date of purchase.

(d) Securities sold short outstanding as of September 30, 2013 were as follows:

Description	Principal Amount		Value
Mortgage-Backed Securities - (0.2%)
Fannie Mae
4.000% due 10/10/43		$1,000,000		($1,048,906)
Total Securities Sold Short (Proceeds $1,027,188)				($1,048,906)

(e) Investments with a total aggregate value of $844,229 or 0.1% of the net assets were in default as of September 30, 2013.

(f) Open futures contracts outstanding as of September 30, 2013 were as follows:

Long Futures Outstanding	Counterparty		Number of Contracts		Notional Amount		Unrealized Appreciation (Depreciation)
Euribor (09/14)		MER		10		EUR 10,000,000		($182	)
Euribor (12/14)		MER		11		11,000,000		(758	)
Euribor (03/15)		MER		13		13,000,000		(1,556	)
Euribor (06/15)		MER		13		13,000,000		(2,435	)
Eurodollar (06/15)		MER		693		$693,000,000		415,234
Eurodollar (09/15)		MER		154		154,000,000		28,091
Eurodollar (12/15)		MER		381		381,000,000		(171,528	)
Eurodollar (03/16)		MER		28		28,000,000		(27,648	)
U.S. Treasury 5-Year Notes (12/13)		MER		352		35,200,000		697,973
U.S. Treasury 10-Year Notes (12/13)		MER		125		12,500,000		332,656
Total Futures Contracts								$1,269,847

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-16

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

(g) The average amount of borrowings by the fund on sale-buyback financing transactions (See Note 4 in Notes to Financial Statements) outstanding during the six-month period ended September 30, 2013 was $576,586 at a weighted average interest rate of 0.108%.

(h) Forward foreign currency contracts outstanding as of September 30, 2013 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
BRL	249,400	USD	103,286		10/13	MSC		$9,185
BRL	249,400	USD	109,216		11/13	MSC		2,324
CAD	698,000	USD	675,346		12/13	CIT		843
DKK	570,000	USD	101,416		11/13	HSB		2,018
EUR	1,637,000	USD	2,185,698		12/13	MSC		29,371
MXN	1,979,525	USD	149,307		12/13	JPM		955
USD	109,989	BRL	249,400		10/13	MSC		(2,482	)
USD	5,674,916	CAD	5,821,000		12/13	CIT		35,812
USD	11,938,655	EUR	8,967,000		12/13	CIT		(194,834	)
USD	3,698,292	EUR	2,742,000		12/13	JPM		(11,981	)
USD	5,839,398	EUR	4,400,000		12/13	RBS		(114,456	)
USD	395,658	EUR	300,000		02/14	DUB		(10,374	)
USD	1,999,970	EUR	1,494,000		02/14	GSC		(22,068	)
USD	2,924,064	EUR	2,189,000		03/14	GSC		(38,754	)
USD	126,735	EUR	100,000		04/14	CIT		(8,624	)
USD	6,636,726	GBP	4,249,000		12/13	RBS		(238,244	)
USD	521,641	JPY	51,800,000		10/13	DUB		(5,401	)
USD	21,427	JPY	2,100,000	��	10/13	GSC		60
Total Forward Foreign Currency Contracts								($566,650	)

(i) Transactions in written options for the six-month period ended September 30, 2013 were as follows:

	Notional Amount in EUR			Notional Amount in $			Premium
Outstanding, March 31, 2013		10,000,000			57,300,000			$245,423
Call Options Written		—			72,000,000			98,552
Put Options Written		—			110,900,000			506,037
Put Options Closed		—			(5,600,000	)		(30,350	)
Call Options Expired		—			(70,100,000	)		(119,025	)
Put Options Expired		(1,200,000	)		(94,000,000	)		(397,788	)
Outstanding, September 30, 2013		8,800,000			70,500,000			$302,849

(j) Premiums received and value of written options outstanding as of September 30, 2013 were as follows:

Credit Default Swaptions – Sell Protection (1)

Description

Exercise Rate

Expiration Date

Counter- party

Notional Amount

Premium

Value

Put - OTC CDX IG 20 5Y Index

1.100%

12/18/13

MSC

$800,000

$1,580

($208

)

(1) If the fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swaption agreement, the fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swaption and take delivery of the referenced obligation or underlying investments comprising the referenced index or (ii) pay a net settlement amount in the form of cash or investments equal to the notional amount of the swaption less the recovery value of the referenced obligation or underlying comprising the referenced index. The fund is only obligated if the swaption is exercised.

Inflation Floor/Cap Options

Description	Strike Index		Exercise Index	Expiration Date		Counter- party	Notional Amount		Premium		Value
Floor - OTC U.S. CPI Urban Consumers NSA		215.95	Maximum of ((1 + 0.00%)10 - Inflation Adjustment) or $0		03/12/20	CIT		$1,200,000		$10,320		($1,490	)
Floor - OTC U.S. CPI Urban Consumers NSA		217.97	Maximum of ((1 + 0.00%)10 - Inflation Adjustment) or $0		09/29/20	CIT		600,000		7,740		(715	)
										$18,060		($2,205	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-17

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

Interest Rate Swaptions

Description	Pay/Receive Floating Rate Based on 3-Month USD-LIBOR	Exercise Rate		Expiration Date		Counter- party	Notional Amount		Premium		Value
Call - OTC 5-Year Interest Rate Swap	Receive		1.400%		01/27/14	GSC		$22,200,000		$37,207		($53,526	)
Call - OTC 10-Year Interest Rate Swap	Receive		2.500%		01/27/14	RBS		900,000		5,400		(4,049	)
	Based on 3-Month EUR-LIBOR
Call - OTC 1-Year Interest Rate Swap	Receive		0.400%		03/12/14	BRC		EUR 2,200,000		4,253		(2,483	)
Call - OTC 1-Year Interest Rate Swap	Receive		0.400%		03/12/14	GSC		2,200,000		4,537		(2,483	)
										51,397		(62,541	)
	Based on 3-Month USD-LIBOR
Put - OTC 5-Year Interest Rate Swap	Pay		1.900%		10/18/13	DUB		$4,400,000		19,140		(2,169	)
Put - OTC 5-Year Interest Rate Swap	Pay		1.900%		10/18/13	GSC		5,600,000		17,220		(2,760	)
Put - OTC 5-Year Interest Rate Swap	Pay		1.500%		10/28/13	GSC		11,700,000		32,220		(80,117	)
Put - OTC 5-Year Interest Rate Swap	Pay		2.000%		01/27/14	GSC		22,200,000		146,720		(126,835	)
Put - OTC 10-Year Interest Rate Swap	Pay		3.500%		01/27/14	RBS		900,000		7,155		(4,246	)
	Based on 3-Month EUR-LIBOR
Put - OTC 1-Year Interest Rate Swap	Pay		0.400%		03/12/14	BRC		EUR 2,200,000		4,820		(2,596	)
Put - OTC 1-Year Interest Rate Swap	Pay		0.400%		03/12/14	GSC		2,200,000		4,537		(2,596	)
										231,812		(221,319	)
										$283,209		($283,860	)
Total Written Options										$302,849		($286,273	)

(k) Swap agreements outstanding as of September 30, 2013 were as follows:

Credit Default Swaps on Corporate and Sovereign Issues – Sell Protection (2)

Referenced Obligation	Fixed Deal Receive Rate	Expiration Date	Counter- party	Implied Credit Spread at 09/30/13 (3)		Notional Amount (4)		Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
Berkshire Hathaway Inc	1.000%	12/20/13	BRC		0.091%		$200,000		$470			$1,131			($661	)
General Electric Capital Corp	4.000%	12/20/13	CIT		0.192%		200,000		1,956			—			1,956
General Electric Capital Corp	4.230%	12/20/13	DUB		0.192%		200,000		2,074			—			2,074
General Electric Capital Corp	4.325%	12/20/13	CIT		0.192%		200,000		2,122			—			2,122
General Electric Capital Corp	4.400%	12/20/13	BRC		0.192%		200,000		2,179			—			2,179
General Electric Capital Corp	4.500%	12/20/13	BRC		0.192%		300,000		3,317			—			3,317
General Electric Capital Corp	4.700%	12/20/13	BRC		0.192%		400,000		4,627			—			4,627
General Electric Capital Corp	4.750%	12/20/13	DUB		0.192%		400,000		4,679			—			4,679
MetLife Inc	1.000%	12/20/14	CIT		0.195%		1,800,000		18,410			(43,994	)		62,404
Mexico Government	1.000%	03/20/15	BRC		0.549%		400,000		2,785			(9,000	)		11,785
Mexico Government	1.000%	03/20/15	CIT		0.549%		400,000		2,785			(9,184	)		11,969
Mexico Government	1.000%	03/20/15	DUB		0.549%		200,000		1,393			(4,592	)		5,985
Brazilian Government	1.000%	06/20/15	DUB		0.930%		1,000,000		1,506			(10,975	)		12,481
United Kingdom Index-Linked Treasury Gilt	1.000%	06/20/15	GSC		0.091%		1,100,000		17,678			10,163			7,515
Brazilian Government	1.000%	06/20/15	HSB		0.930%		1,000,000		1,506			(10,975	)		12,481
Brazilian Government	1.000%	09/20/15	BRC		0.985%		1,000,000		603			(7,735	)		8,338
Mexico Government	1.000%	09/20/15	BRC		0.620%		1,000,000		7,805			(7,735	)		15,540
Brazilian Government	1.000%	09/20/15	HSB		0.985%		600,000		362			(5,961	)		6,323
Brazilian Government	1.000%	09/20/15	UBS		0.985%		500,000		301			(4,731	)		5,032
MetLife Inc	1.000%	12/20/15	CIT		0.400%		800,000		10,932			(29,083	)		40,015
General Electric Capital Corp	1.000%	12/20/15	MSC		0.417%		500,000		6,643			(9,796	)		16,439
Brazilian Government	1.000%	03/20/16	CIT		1.120%		2,200,000		(5,817	)		(15,567	)		9,750
Mexico Government	1.000%	03/20/16	CIT		0.699%		1,100,000		8,501			(8,978	)		17,479
Mexico Government	1.000%	03/20/16	DUB		0.699%		700,000		5,410			(5,135	)		10,545
Berkshire Hathaway Finance Corp	1.000%	06/20/16	CIT		0.404%		900,000		14,869			(2,156	)		17,025
Brazilian Government	1.000%	06/20/16	CIT		1.197%		700,000		(3,501	)		(2,363	)		(1,138	)
Brazilian Government	1.000%	09/20/16	GSC		1.261%		200,000		(1,467	)		(1,217	)		(250	)
Mexico Government	1.000%	09/20/16	JPM		0.781%		100,000		676			577			99
Indonesia Government	1.000%	09/20/16	UBS		1.634%		100,000		(1,806	)		(1,578	)		(228	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-18

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

Referenced Obligation	Fixed Deal Receive Rate	Expiration Date	Counter- party	Implied Credit Spread at 09/30/13 (3)		Notional Amount (4)		Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
Indonesia Government	1.000%	06/20/17	DUB		1.955%		$200,000		($6,736	)		($5,884	)		($852	)
Indonesia Government	1.000%	06/20/17	UBS		1.955%		800,000		(26,944	)		(24,192	)		(2,752	)
									$77,318			($208,960	)		$286,278

Credit Default Swaps on Credit Indices – Buy Protection (1)

Referenced Obligation	Fixed Deal Pay Rate	Expiration Date	Counter- party	Notional Amount (4)		Value (5)			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
ICE - CDX IG 21 5Y	1.000%	12/20/18	ICE		$9,400,000		$85,828			$92,554			($6,726	)
ICE - CDX IG 20 10Y	1.000%	06/20/23	ICE		9,600,000		(191,054	)		(212,783	)		21,729
							($105,226	)		($120,229	)		$15,003

Credit Default Swaps on Credit Indices – Sell Protection (2)

Referenced Obligation	Fixed Deal Receive Rate	Expiration Date	Counter- party	Notional Amount (4)		Value (5)		Upfront Premiums Paid (Received)		Unrealized Appreciation (Depreciation)
OTC - CDX EM 13 5Y	5.000%	06/20/15	BRC		$1,700,000		$54,657		$99,450		($44,793	)
OTC - CDX EM 13 5Y	5.000%	06/20/15	DUB		900,000		28,936		117,500		(88,564	)
OTC - CDX EM 13 5Y	5.000%	06/20/15	HSB		1,200,000		38,581		135,550		(96,969	)
OTC - CDX EM 13 5Y	5.000%	06/20/15	MSC		900,000		28,936		101,250		(72,314	)
OTC - CDX IG 9 10Y	0.548%	12/20/17	GSC		96,450		1,655		—		1,655
							$152,765		$453,750		($300,985	)
							$124,857		$124,561		$296

(1) If the fund is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the fund will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation or underlying investments comprising the referenced index or (ii) receive a net settlement amount in the form of cash or investments equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying investments comprising the referenced index.

(2) If the fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying investments comprising the referenced index or (ii) pay a net settlement amount in the form of cash or investments equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying investments comprising the referenced index.

(3) An implied credit spread is the spread in yield between a U.S. Treasury security and the referenced obligation or underlying investment that are identical in all respects except for the quality rating. Implied credit spreads, represented in absolute terms, utilized in determining the value of credit default swap agreements on corporate issues or sovereign issues of an emerging country as of period end serve as an indicator of the current status of the payment/performance risk and represent the likelihood of risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. Wider credit spreads, in comparison to narrower credit spreads, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood of risk of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced entity or obligation.

(4) The maximum potential amount the fund could be required to pay as a seller of credit protection or receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement.

(5) The quoted market prices and resulting values for credit default swap agreements on credit indices serve as an indicator of the current status of the payment/performance risk and is a representation of the likelihood of an expected liability (or profit) for the credit derivative had the notional amount of the swap agreement been closed/sold as of the period end. Increasing values, in absolute terms when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood of risk of default or other credit event occurring as defined under the terms of the agreement.

Interest Rate Swaps

Floating Rate Index	Counter- party	Pay/Receive Floating Rate	Fixed Rate		Expiration Date		Notional Amount		Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
CME - 3-Month USD-LIBOR	CME	Pay		1.500%		03/18/16		$53,300,000		$309,010			$410,773			($101,763	)
OTC - 28-Day MXN TIIE	BRC	Pay		5.600%		09/06/16		MXN 1,100,000		2,614			552			2,062
OTC - 28-Day MXN TIIE	HSB	Pay		5.600%		09/06/16		2,100,000		4,990			820			4,170
OTC - 28-Day MXN TIIE	MSC	Pay		5.600%		09/06/16		1,400,000		3,360			280			3,080
OTC - 28-Day MXN TIIE	GSC	Pay		8.170%		11/04/16		1,200,000		9,677			1,757			7,920
OTC - 28-Day MXN TIIE	BRC	Pay		5.500%		09/13/17		13,000,000		17,507			(10,195	)		27,702
OTC - 28-Day MXN TIIE	HSB	Pay		5.500%		09/13/17		5,000,000		8,073			(1,920	)		9,993
OTC - 28-Day MXN TIIE	MSC	Pay		5.500%		09/13/17		3,000,000		4,844			(1,453	)		6,297
CME - 3-Month USD-LIBOR	CME	Pay		3.000%		09/21/17		$14,500,000		94,646			24,041			70,605
OTC - 1-Day USD Federal Funds	CME	Pay		1.000%		10/15/17		35,300,000		(392,182	)		(41,606	)		(350,576	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-19

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

Floating Rate Index	Counter- party	Pay/Receive Floating Rate	Fixed Rate		Expiration Date		Notional Amount		Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
OTC - 28-Day MXN TIIE	BRC	Pay		6.000%		09/02/22		MXN 27,000,000		($60,855	)		($14,093	)		($46,762	)
CME - 6-Month JPY-LIBOR	CME	Receive		1.000%		09/18/23		JPY 200,000,000		(28,081	)		10,403			(38,484	)
CME - 3-Month USD-LIBOR	CME	Receive		2.750%		06/19/43		$16,000,000		2,798,328			1,026,733			1,771,595
CME - 3-Month USD-LIBOR	CME	Receive		3.500%		12/18/43		17,300,000		659,196			993,858			(334,662	)
										$3,431,127			$2,399,950			$1,031,177
Total Swap Agreements										$3,555,984			$2,524,511			$1,031,473

(l) As of September 30, 2013, investments with a total aggregate value of $3,469,702 were fully or partially segregated with the broker(s)/custodian as collateral for open futures contracts, forward foreign currency contracts, option contracts and swap contracts. In addition, $1,287,000 in cash was segregated as collateral for open futures contracts and swap contracts.

(m) Fair Value Measurements

The following is a summary of the fund's investments as categorized under the three-tier hierarchy of inputs used in valuing the fund's assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013			Level 1 Quoted Price			Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$77,208,609			$—			$77,208,609			$—
	Senior Loan Notes		2,464,382			—			2,464,382			—
	Mortgage-Backed Securities		280,115,359			—			280,115,359			—
	Asset-Backed Securities		17,233,910			—			17,233,910			—
	U.S. Government Agency Issues		52,312,698			—			52,312,698			—
	U.S. Treasury Obligations		150,912,706			—			150,912,706			—
	Foreign Government Bonds & Notes		9,804,630			—			9,804,630			—
	Municipal Bonds		24,268,842			—			24,268,842			—
	Short-Term Investments		144,223,962			768,363			143,455,599			—
	Derivatives:
	Credit Contracts
	Swaps		362,182			—			362,182			—
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		80,568			—			80,568			—
	Interest Rate Contracts
	Futures		1,473,954			1,473,954			—			—
	Swaps		3,912,245			—			3,912,245			—
	Total Interest Rate Contracts		5,386,199			1,473,954			3,912,245			—
	Total Assets - Derivatives		5,828,949			1,473,954			4,354,995			—
	Total Assets		764,374,047			2,242,317			762,131,730			—
Liabilities	Securities Sold Short
	Mortgage-Backed Securities		(1,048,906	)		—			(1,048,906	)		—
	Derivatives:
	Credit Contracts
	Written Options		(208	)		—			(208	)		—
	Swaps		(237,325	)		—			(237,325	)		—
	Total Credit Contracts		(237,533	)		—			(237,533	)		—
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(647,218	)		—			(647,218	)		—
	Interest Rate Contracts
	Futures		(204,107	)		(204,107	)		—			—
	Written Options		(286,065	)		—			(283,860	)		(2,205	)
	Swaps		(481,118	)		—			(481,118	)		—
	Total Interest Rate Contracts		(971,290	)		(204,107	)		(764,978	)		(2,205	)
	Total Liabilities - Derivatives		(1,856,041	)		(204,107	)		(1,649,729	)		(2,205	)
	Total Liabilities		(2,904,947	)		(204,107	)		(2,698,635	)		(2,205	)
	Total		$761,469,100			$2,038,210			$759,433,095			($2,205	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-20

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Principal Amount		Value
CORPORATE BONDS & NOTES - 54.4%
Consumer Discretionary - 4.6%
AutoZone Inc
5.500% due 11/15/15		$110,000		$120,035
5.750% due 01/15/15		90,000		95,633
Brinker International Inc 2.600% due 05/15/18		90,000		89,766
Carnival Corp (Panama) 1.200% due 02/05/16		225,000		223,757
COX Communications Inc 5.450% due 12/15/14		161,000		170,130
DIRECTV Holdings LLC
1.750% due 01/15/18		340,000		328,221
3.550% due 03/15/15		200,000		207,188
4.750% due 10/01/14		850,000		883,659
DISH DBS Corp 4.250% due 04/01/18		500,000		503,125
Dollar General Corp 4.125% due 07/15/17		340,000		361,718
DR Horton Inc 4.750% due 05/15/17		325,000		341,250
Easton-Bell Sports Inc 9.750% due 12/01/16		130,000		137,964
General Motors Co 3.500% due 10/02/18 ~		450,000		451,125
Hasbro Inc 6.125% due 05/15/14		135,000		139,398
NBCUniversal Enterprise Inc 0.953% due 04/15/18 § ~		290,000		291,701
NBCUniversal Media LLC 2.100% due 04/01/14		560,000		564,595
Newell Rubbermaid Inc 2.000% due 06/15/15		100,000		101,434
Omnicom Group Inc 5.900% due 04/15/16		670,000		749,396
Staples Inc 9.750% due 01/15/14		425,000		435,650
TCM Sub LLC 3.550% due 01/15/15 ~		1,060,000		1,092,363
The Interpublic Group of Cos Inc
2.250% due 11/15/17		600,000		590,005
6.250% due 11/15/14		662,000		695,100
Thomson Reuters Corp (Canada)
0.875% due 05/23/16		255,000		253,703
5.700% due 10/01/14		250,000		262,394
Time Warner Cable Inc
7.500% due 04/01/14		375,000		387,248
8.250% due 02/14/14		175,000		179,655
Viacom Inc 2.500% due 09/01/18		105,000		104,951
Whirlpool Corp 8.600% due 05/01/14		435,000		454,526
WMG Acquisition Corp 11.500% due 10/01/18		385,000		445,638
				10,661,328
Consumer Staples - 2.7%
Altria Group Inc
4.125% due 09/11/15		375,000		398,000
8.500% due 11/10/13		668,000		673,459
Avon Products Inc 2.375% due 03/15/16		195,000		199,109
BAT International Finance PLC (United Kingdom)
1.400% due 06/05/15 ~		710,000		716,756
8.125% due 11/15/13 ~		150,000		151,291
Bunge Ltd Finance Corp 3.200% due 06/15/17		730,000		756,850

	Principal Amount		Value
Coca-Cola Amatil Ltd (Australia) 3.250% due 11/02/14 ~		$705,000		$724,117
General Mills Inc 0.564% due 01/29/16 §		140,000		140,183
Imperial Tobacco Finance PLC (United Kingdom) 2.050% due 02/11/18 ~		755,000		737,117
Kraft Foods Group Inc 1.625% due 06/04/15		315,000		320,060
Pernod Ricard SA (France) 2.950% due 01/15/17 ~		510,000		529,607
Reynolds American Inc 1.050% due 10/30/15		125,000		125,139
SABMiller Holdings Inc 1.850% due 01/15/15 ~		530,000		536,777
Spectrum Brands Inc 9.500% due 06/15/18		225,000		248,909
				6,257,374
Energy - 9.5%
Anadarko Petroleum Corp
5.750% due 06/15/14		465,000		480,676
5.950% due 09/15/16		190,000		213,540
6.375% due 09/15/17		345,000		401,480
Antero Resources Finance Corp 9.375% due 12/01/17		275,000		292,188
BG Energy Capital PLC (United Kingdom) 2.875% due 10/15/16 ~		755,000		791,155
Canadian Natural Resources Ltd (Canada)
1.450% due 11/14/14		540,000		544,210
5.700% due 05/15/17		455,000		514,979
Chesapeake Energy Corp 3.250% due 03/15/16		375,000		378,281
CNOOC Finance Ltd (United Kingdom) 1.125% due 05/09/16		208,000		205,961
Continental Resources Inc 8.250% due 10/01/19		250,000		276,250
DCP Midstream LLC
5.375% due 10/15/15 ~		365,000		392,108
9.700% due 12/01/13 ~		230,000		233,202
DCP Midstream Operating LP
2.500% due 12/01/17		475,000		471,096
3.250% due 10/01/15		210,000		217,128
Diamond Offshore Drilling Inc 5.150% due 09/01/14		284,000		295,415
Ecopetrol SA (Colombia) 4.250% due 09/18/18		100,000		103,125
Enbridge Energy Partners LP 5.875% due 12/15/16		445,000		503,046
Energy Transfer Partners LP
5.950% due 02/01/15		810,000		861,452
6.700% due 07/01/18		70,000		82,081
8.500% due 04/15/14		185,000		192,151
Ensco PLC (United Kingdom) 3.250% due 03/15/16		875,000		914,046
Enterprise Products Operating LLC
1.250% due 08/13/15		340,000		341,966
5.600% due 10/15/14		316,000		332,198
Gazprom OAO (Luxembourg) 4.950% due 05/23/16 ~		660,000		697,950
Kinder Morgan Energy Partners LP
3.500% due 03/01/16		175,000		184,361
5.125% due 11/15/14		285,000		298,687
Magellan Midstream Partners LP 6.450% due 06/01/14		225,000		233,599
Marathon Oil Corp 0.900% due 11/01/15		740,000		740,369
Murphy Oil Corp 2.500% due 12/01/17		405,000		402,460
Nabors Industries Inc 2.350% due 09/15/16 ~		90,000		91,050

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-21

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Noble Holding International Ltd (Cayman)
2.500% due 03/15/17		$65,000		$65,407
3.050% due 03/01/16		415,000		428,168
3.450% due 08/01/15		110,000		114,469
7.375% due 03/15/14		55,000		56,578
ONEOK Partners LP
3.200% due 09/15/18		40,000		40,809
3.250% due 02/01/16		640,000		666,703
Petrobras Global Finance BV (Netherlands) 2.000% due 05/20/16		410,000		408,460
Petrohawk Energy Corp
7.250% due 08/15/18		690,000		750,375
10.500% due 08/01/14		125,000		129,475
Phillips 66 1.950% due 03/05/15		290,000		294,517
Pioneer Natural Resources Co 5.875% due 07/15/16		860,000		958,651
Plains All American Pipeline LP 3.950% due 09/15/15		1,095,000		1,159,722
Rosetta Resources Inc 9.500% due 04/15/18		345,000		373,463
Rowan Cos Inc 5.000% due 09/01/17		120,000		130,596
Spectra Energy Partners LP 2.950% due 09/25/18		185,000		188,303
Talisman Energy Inc (Canada) 5.125% due 05/15/15		455,000		482,025
Tennessee Gas Pipeline Co LLC 8.000% due 02/01/16		580,000		667,137
TransCanada PipeLines Ltd (Canada) 0.928% due 06/30/16 §		705,000		709,879
Transocean Inc (Cayman)
2.500% due 10/15/17		590,000		592,259
4.950% due 11/15/15		355,000		381,067
5.050% due 12/15/16		130,000		142,605
Williams Partners LP 3.800% due 02/15/15		800,000		830,704
Woodside Finance Ltd (Australia) 4.500% due 11/10/14 ~		705,000		729,836
				21,987,418
Financials - 20.6%
ACE INA Holdings Inc 5.875% due 06/15/14		710,000		735,625
Aflac Inc 2.650% due 02/15/17		75,000		77,796
Ally Financial Inc 3.125% due 01/15/16		500,000		501,971
American Express Co 0.852% due 05/22/18 §		810,000		809,950
American Honda Finance Corp
0.637% due 05/26/16 § ~		580,000		581,696
1.450% due 02/27/15 ~		650,000		656,545
American International Group Inc
3.000% due 03/20/15		175,000		180,188
4.250% due 09/15/14		910,000		940,261
American Tower Corp REIT 4.625% due 04/01/15		1,095,000		1,144,622
ANZ International Ltd (New Zealand) 1.850% due 10/15/15 ~		625,000		635,086
Bank of America Corp
1.070% due 03/22/16 §		225,000		225,976
1.250% due 01/11/16		365,000		364,910
1.500% due 10/09/15		1,225,000		1,232,405
Bank of Nova Scotia (Canada) 0.750% due 10/09/15		540,000		540,262
Barclays Bank PLC (United Kingdom) 5.200% due 07/10/14		500,000		517,617
BB&T Corp
1.114% due 06/15/18 §		325,000		327,028
5.200% due 12/23/15		445,000		482,929

	Principal Amount		Value
BNP Paribas SA (France) 2.700% due 08/20/18		$465,000		$470,959
Boston Properties LP REIT 5.000% due 06/01/15		470,000		501,488
Capital One Financial Corp
2.125% due 07/15/14		135,000		136,527
2.150% due 03/23/15		660,000		670,911
7.375% due 05/23/14		275,000		286,758
CIT Group Inc 4.750% due 02/15/15 ~		230,000		238,625
Citigroup Inc
1.064% due 04/01/16 §		820,000		822,384
1.250% due 01/15/16		720,000		719,983
CNH Capital LLC 3.875% due 11/01/15		770,000		796,950
Commonwealth Bank of Australia (Australia) 1.950% due 03/16/15		675,000		688,401
Daimler Finance North America LLC
0.858% due 03/28/14 § ~		500,000		501,370
1.125% due 08/01/18 § ~		445,000		447,837
1.875% due 09/15/14 ~		190,000		192,076
DNB Bank ASA (Norway) 3.200% due 04/03/17 ~		785,000		823,487
Fifth Third Bancorp 3.625% due 01/25/16		310,000		327,293
Ford Motor Credit Co LLC
1.700% due 05/09/16		295,000		295,216
2.750% due 05/15/15		640,000		654,942
3.000% due 06/12/17		250,000		257,231
3.875% due 01/15/15		400,000		413,863
General Electric Capital Corp
0.983% due 04/02/18 §		925,000		931,327
2.375% due 06/30/15		625,000		641,158
Harley-Davidson Financial Services Inc 1.150% due 09/15/15 ~		445,000		445,893
HSBC Bank PLC (United Kingdom) 0.904% due 05/15/18 § ~		555,000		556,144
HSBC Finance Corp 0.518% due 01/15/14 §		100,000		100,008
HSBC USA Inc 2.375% due 02/13/15		235,000		240,368
Hyundai Capital America 1.625% due 10/02/15 ~		195,000		195,423
Hyundai Capital Services Inc (South Korea)
3.500% due 09/13/17 ~		200,000		208,161
4.375% due 07/27/16 ~		525,000		561,045
JPMorgan Chase & Co
0.882% due 02/26/16 §		440,000		441,019
2.000% due 08/15/17		1,125,000		1,130,432
KeyBank NA 4.950% due 09/15/15		180,000		192,444
KeyCorp 3.750% due 08/13/15		325,000		341,648
Kilroy Realty LP REIT 5.000% due 11/03/15		405,000		435,430
Marsh & McLennan Cos Inc 2.550% due 10/15/18		235,000		236,535
MetLife Inc 2.375% due 02/06/14		125,000		125,907
Metropolitan Life Global Funding I
1.500% due 01/10/18 ~		365,000		358,893
1.700% due 06/29/15 ~		860,000		872,054
Morgan Stanley
0.748% due 10/15/15 §		400,000		397,152
1.512% due 02/25/16 §		1,060,000		1,069,944
1.546% due 04/25/18 §		645,000		647,997
National Bank of Canada (Canada) 1.450% due 11/07/17		965,000		948,726
New York Life Global Funding 2.450% due 07/14/16 ~		580,000		600,718

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-22

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Nissan Motor Acceptance Corp 1.950% due 09/12/17 ~		$605,000		$602,268
Nordea Bank AB (Sweden) 0.875% due 05/13/16 ~		1,160,000		1,152,033
Principal Financial Group Inc 1.850% due 11/15/17		115,000		114,142
Principal Life Global Funding II
0.632% due 05/27/16 § ~		1,175,000		1,178,285
1.125% due 09/18/15 ~		560,000		563,467
Prudential Financial Inc 5.100% due 09/20/14		705,000		735,151
Regions Financial Corp
5.750% due 06/15/15		200,000		214,390
7.750% due 11/10/14		205,000		220,219
Royal Bank of Scotland Group PLC (United Kingdom) 2.550% due 09/18/15		415,000		424,140
Simon Property Group LP REIT 4.200% due 02/01/15		515,000		534,288
Societe Generale SA (France) 2.500% due 01/15/14 ~		225,000		226,000
Sumitomo Mitsui Banking Corp (Japan)
0.900% due 01/18/16		280,000		279,298
1.900% due 01/12/15 ~		705,000		714,223
Sumitomo Mitsui Trust Bank Ltd (Japan) 1.800% due 03/28/18 ~		720,000		701,737
Sun Life Financial Global Funding III LP 0.521% due 10/06/13 § ~		775,000		775,007
Swedbank AB (Sweden) 1.750% due 03/12/18 ~		1,065,000		1,048,501
The Bank of New York Mellon Corp 0.490% due 03/04/16 §		555,000		554,409
The Bank of Tokyo-Mitsubishi UFJ Ltd (Japan) 1.550% due 09/09/16 ~		695,000		699,893
The Goldman Sachs Group Inc 1.600% due 11/23/15		1,485,000		1,496,691
Toyota Motor Credit Corp 0.406% due 03/10/15 §		215,000		215,183
Union Bank NA 2.125% due 06/16/17		435,000		437,861
Ventas Realty LP 1.550% due 09/26/16		200,000		200,460
Ventas Realty LP REIT
2.000% due 02/15/18		170,000		166,781
3.125% due 11/30/15		650,000		679,333
Volkswagen International Finance NV (Netherlands) 1.625% due 03/22/15 ~		795,000		805,547
WEA Finance LLC 5.750% due 09/02/15 ~		490,000		533,267
Wells Fargo & Co
1.250% due 02/13/15		700,000		706,103
2.100% due 05/08/17		615,000		628,529
				47,486,800
Health Care - 3.5%
AbbVie Inc 1.200% due 11/06/15		970,000		974,090
Actavis Inc
1.875% due 10/01/17		385,000		383,018
5.000% due 08/15/14		695,000		718,989
Aetna Inc 1.500% due 11/15/17		745,000		732,383
Agilent Technologies Inc 6.500% due 11/01/17		565,000		661,421
AmerisourceBergen Corp 5.875% due 09/15/15		1,045,000		1,144,501
Catholic Health Initiatives 1.600% due 11/01/17		65,000		63,673
Celgene Corp 1.900% due 08/15/17		115,000		115,514

	Principal Amount		Value
Express Scripts Holding Co
2.750% due 11/21/14		$615,000		$628,530
3.125% due 05/15/16		350,000		366,647
Gilead Sciences Inc 2.400% due 12/01/14		570,000		582,014
Life Technologies Corp 4.400% due 03/01/15		340,000		354,952
McKesson Corp 0.950% due 12/04/15		185,000		185,294
UnitedHealth Group Inc
0.850% due 10/15/15		200,000		200,622
1.875% due 11/15/16		155,000		158,762
WellPoint Inc
1.250% due 09/10/15		300,000		302,208
5.250% due 01/15/16		470,000		513,509
				8,086,127
Industrials - 3.1%
Aircastle Ltd (Bermuda) 9.750% due 08/01/18		330,000		366,300
Eaton Corp 1.500% due 11/02/17 ~		265,000		261,578
ERAC USA Finance LLC
1.400% due 04/15/16 ~		330,000		328,767
2.750% due 03/15/17 ~		175,000		179,120
2.800% due 11/01/18 ~		50,000		50,426
5.600% due 05/01/15 ~		135,000		144,441
Florida East Coast Railway Corp 8.125% due 02/01/17		290,000		305,588
GATX Corp
2.375% due 07/30/18		110,000		108,827
3.500% due 07/15/16		360,000		376,127
General Electric Co 0.850% due 10/09/15		740,000		742,134
Heathrow Funding Ltd (United Kingdom) 2.500% due 06/25/15 ~		610,000		619,709
International Lease Finance Corp 2.204% due 06/15/16 §		405,000		405,000
Kansas City Southern de Mexico SA de CV (Mexico) 2.350% due 05/15/20 ~		250,000		238,733
Norfolk Southern Corp 5.750% due 01/15/16		930,000		1,028,549
Penske Truck Leasing Co LP
2.500% due 07/11/14 ~		95,000		96,079
2.500% due 03/15/16 ~		130,000		132,513
2.875% due 07/17/18 ~		150,000		150,098
Roper Industries Inc
1.850% due 11/15/17		105,000		104,669
2.050% due 10/01/18		270,000		265,205
Southwest Airlines Co 5.250% due 10/01/14		315,000		327,587
USG Corp 8.375% due 10/15/18 ~		435,000		474,150
Waste Management Inc
5.000% due 03/15/14		150,000		152,998
6.375% due 03/11/15		260,000		279,735
				7,138,333
Information Technology - 1.7%
Altera Corp 1.750% due 05/15/17		335,000		332,556
Arrow Electronics Inc 3.375% due 11/01/15		270,000		279,497
Broadcom Corp
1.500% due 11/01/13		150,000		150,116
2.375% due 11/01/15		200,000		206,076
Fiserv Inc 3.125% due 06/15/16		740,000		772,877

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-23

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Hewlett-Packard Co
1.802% due 09/19/14 §		$175,000		$176,776
2.350% due 03/15/15		220,000		223,799
2.625% due 12/09/14		300,000		305,912
Oracle Corp 0.848% due 01/15/19 §		860,000		866,920
Xerox Corp
1.083% due 05/16/14 §		400,000		400,611
2.950% due 03/15/17		70,000		71,862
				3,787,002
Materials - 1.9%
Ashland Inc 3.000% due 03/15/16		525,000		535,500
Barrick Gold Corp (Canada) 1.750% due 05/30/14		330,000		331,252
CRH America Inc 5.300% due 10/15/13		150,000		150,228
Eastman Chemical Co 2.400% due 06/01/17		230,000		233,558
Ecolab Inc 2.375% due 12/08/14		565,000		575,999
Goldcorp Inc (Canada) 2.125% due 03/15/18		230,000		224,396
International Paper Co 5.300% due 04/01/15		295,000		313,789
Rio Tinto Finance USA PLC (United Kingdom) 1.375% due 06/17/16		700,000		700,815
Rock Tenn Co 3.500% due 03/01/20		495,000		490,310
The Dow Chemical Co 2.500% due 02/15/16		725,000		749,404
				4,305,251
Telecommunication Services - 3.4%
America Movil SAB de CV (Mexico)
2.375% due 09/08/16		275,000		281,058
3.625% due 03/30/15		200,000		207,348
AT&T Inc 0.650% due 02/12/16 §		435,000		434,412
CC Holdings GS V LLC 2.381% due 12/15/17		1,050,000		1,036,364
Crown Castle International Corp 7.125% due 11/01/19		210,000		226,275
Crown Castle Towers LLC 4.523% due 01/15/15 ~		320,000		332,099
GTP Acquisition Partners I LLC
2.364% due 05/15/43 ~		300,000		294,035
4.347% due 06/15/41 ~		190,000		201,244
Rogers Communications Inc (Canada) 6.375% due 03/01/14		1,000,000		1,023,754
SBA Tower Trust
2.240% due 04/15/43 ~		300,000		296,591
2.933% due 12/15/42 ~		750,000		757,682
3.598% due 04/15/43 ~		250,000		249,885
Telecom Italia Capital SA (Luxembourg) 5.250% due 11/15/13		565,000		567,569
UPC Holding BV (Netherlands) 9.875% due 04/15/18 ~		415,000		452,350
Verizon Communications Inc
0.459% due 03/06/15 § ~		545,000		543,679
2.500% due 09/15/16		625,000		644,783
Vivendi SA (France) 2.400% due 04/10/15 ~		305,000		311,543
				7,860,671
Utilities - 3.4%
CMS Energy Corp 4.250% due 09/30/15		370,000		390,298
Commonwealth Edison Co 1.950% due 09/01/16		120,000		122,841

	Principal Amount		Value
Dominion Resources Inc
1.400% due 09/15/17		$645,000		$636,668
1.800% due 03/15/14		325,000		326,769
1.950% due 08/15/16		165,000		168,519
DTE Energy Co 7.625% due 05/15/14		305,000		318,033
Duke Energy Corp
1.625% due 08/15/17		220,000		219,386
2.150% due 11/15/16		460,000		473,600
Enel Finance International NV (Netherlands) 3.875% due 10/07/14 ~		145,000		148,538
Florida Gas Transmission Co LLC 4.000% due 07/15/15 ~		520,000		545,646
Georgia Power Co 0.574% due 03/15/16 §		220,000		220,041
Iberdrola Finance Ltd (Ireland) 3.800% due 09/11/14 ~		275,000		281,621
Korea Hydro & Nuclear Power Co Ltd (South Korea) 3.125% due 09/16/15 ~		275,000		284,627
Mississippi Power Co 2.350% due 10/15/16		120,000		123,696
Monongahela Power Co Inc 7.950% due 12/15/13 ~		1,040,000		1,054,567
NextEra Energy Capital Holdings Inc 1.200% due 06/01/15		185,000		186,078
Nisource Finance Corp 5.400% due 07/15/14		525,000		543,875
PPL Capital Funding Inc 1.900% due 06/01/18		145,000		142,513
Progress Energy Inc 6.050% due 03/15/14		150,000		153,656
PSEG Power LLC 2.750% due 09/15/16		130,000		135,281
Sempra Energy 1.014% due 03/15/14 §		450,000		451,177
Suburban Propane Partners LP 7.500% due 10/01/18		275,000		295,625
The Southern Co 1.950% due 09/01/16		145,000		147,930
Wisconsin Electric Power Co 6.000% due 04/01/14		375,000		385,138
				7,756,123
Total Corporate Bonds & Notes (Cost $124,492,277)				125,326,427
MORTGAGE-BACKED SECURITIES - 20.1%
Collateralized Mortgage Obligations - Commercial - 4.4%
Banc of America Commercial Mortgage Trust 5.634% due 07/10/46 "		930,000		1,021,041
Banc of America Merrill Lynch Commercial Mortgage Inc 4.668% due 07/10/43 "		435,000		458,653
Bear Stearns Commercial Mortgage Securities Trust
4.674% due 06/11/41 "		148,727		155,819
4.715% due 02/11/41 "		332,359		334,098
4.978% due 07/11/42 " §		625,000		640,556
5.116% due 02/11/41 " §		260,000		272,032
5.200% due 01/12/41 " §		415,111		418,825
5.201% due 12/11/38 "		195,000		214,599
5.540% due 09/11/41 "		175,000		192,133
Citigroup Commercial Mortgage Trust 5.605% due 04/15/40 " §		277,552		281,820
Commercial Mortgage Trust
1.156% due 12/10/44 "		62,194		62,359
5.167% due 06/10/44 " §		70,000		73,889
5.361% due 07/10/37 " §		87,682		88,900
6.056% due 07/10/38 " §		144,974		159,574

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-24

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
DBUBS Mortgage Trust 2.238% due 08/10/44 "		$103,978		$105,080
GS Mortgage Securities Trust
1.206% due 07/10/46 "		268,312		268,432
5.553% due 04/10/38 " §		320,000		346,986
JP Morgan Chase Commercial Mortgage Securities Corp
1.031% due 05/15/45 "		48,607		48,661
4.719% due 01/15/38 "		164,239		165,206
4.996% due 08/15/42 " §		400,000		421,089
5.540% due 06/12/41 " §		620,000		634,216
LB-UBS Commercial Mortgage Trust
4.954% due 09/15/30 "		75,000		79,254
6.055% due 06/15/38 " §		915,000		1,008,399
Merrill Lynch Countrywide Commercial Mortgage Trust 6.086% due 06/12/46 " §		645,000		711,003
Morgan Stanley Bank of America Merrill Lynch Trust 1.308% due 08/15/46 "		543,740		544,722
Morgan Stanley Capital I Trust
5.270% due 06/13/41 " §		527,178		538,052
5.731% due 07/12/44 " §		311,717		342,642
WFRBS Commercial Mortgage Trust
1.406% due 09/15/46 "		215,000		214,998
1.607% due 06/15/44 " ~		181,276		182,815
				9,985,853
Collateralized Mortgage Obligations - Residential - 4.5%
Deutsche Alt-A Securities Inc Mortgage Loan Trust 0.584% due 04/25/35 " §		247,092		216,561
DSLA Mortgage Loan Trust 1.021% due 09/19/44 " §		658,066		591,748
Fannie Mae
0.629% due 07/25/42 " §		817,971		818,125
5.000% due 08/25/19 "		287,028		304,790
Fosse Master Issuer PLC (United Kingdom) 1.666% due 10/18/54 " § ~		235,000		238,249
Freddie Mac
0.632% due 05/15/36 " §		55,552		55,829
0.632% due 09/15/42 " §		1,040,186		1,038,492
0.682% due 08/15/41 " §		312,633		314,913
0.682% due 07/15/42 " §		981,780		981,716
1.369% due 05/25/19 "		812,191		814,100
1.426% due 08/25/17 "		640,000		642,762
Government National Mortgage Association 0.632% due 07/16/42 " §		2,280,815		2,297,945
HarborView Mortgage Loan Trust 0.401% due 05/19/35 " §		141,871		116,390
Holmes Master Issuer PLC (United Kingdom) 1.918% due 10/15/54 " § ~		775,000		785,575
JP Morgan Alternative Loan Trust 0.374% due 06/25/37 " §		118,915		105,406
Lanark Master Issuer PLC (United Kingdom) 0.762% due 12/22/54 " § ~		315,000		315,393
Silverstone Master Issuer PLC (United Kingdom) 1.816% due 01/21/55 " § ~		525,000		534,599
Structured Adjustable Rate Mortgage Loan Trust 2.605% due 11/25/34 " §		250,337		248,250
				10,420,843
Fannie Mae - 8.7%
2.003% due 01/01/35 " §		1,042,231		1,105,037
2.394% due 09/01/34 " §		685,235		729,457
2.492% due 11/01/34 " §		511,385		552,360
2.606% due 09/01/35 " §		897,726		967,984
3.000% due 01/01/27 "		1,421,263		1,473,270
3.500% due 12/01/25 - 01/01/27 "		2,607,302		2,757,540
4.000% due 07/01/25 - 10/01/41 "		4,149,318		4,397,243

	Principal Amount		Value
4.500% due 04/01/26 - 07/01/26 "		$1,331,963		$1,417,111
5.000% due 07/01/19 - 07/01/41 "		2,393,204		2,582,287
5.500% due 01/01/35 - 12/01/39 "		3,352,315		3,660,659
6.000% due 11/01/35 - 09/01/39 "		381,512		420,657
				20,063,605
Freddie Mac - 1.0%
4.500% due 11/01/23 "		1,510,547		1,601,535
5.000% due 11/01/16 - 04/01/18 "		80,323		85,239
5.500% due 01/01/20 - 12/01/39 "		576,607		624,471
				2,311,245
Government National Mortgage Association - 1.5%
2.500% due 09/20/27 "		1,046,028		1,056,356
3.000% due 06/20/27 - 09/20/27 "		1,200,051		1,245,494
3.500% due 03/20/26 - 03/20/43 "		818,869		853,374
6.000% due 07/15/36 "		310,395		361,617
				3,516,841
Total Mortgage-Backed Securities (Cost $46,691,307)				46,298,387
ASSET-BACKED SECURITIES - 13.6%
Ally Auto Receivables Trust 0.930% due 02/16/16 "		135,912		136,342
Ally Master Owner Trust
0.982% due 02/15/17 " §		725,000		728,783
1.000% due 02/15/18 "		230,000		229,267
1.210% due 06/15/17 "		1,060,000		1,066,700
2.150% due 01/15/16 "		155,000		155,688
American Express Credit Account Master Trust
0.352% due 04/17/17 " §		315,000		315,231
0.990% due 03/15/18 "		440,000		440,880
1.070% due 05/15/18 " ~		100,000		100,692
1.290% due 03/15/18 " ~		500,000		500,434
AmeriCredit Automobile Receivables Trust
0.620% due 06/08/17 "		195,000		194,674
0.960% due 04/09/18 "		90,000		90,223
1.050% due 10/11/16 "		270,000		270,906
1.170% due 05/09/16 "		191,682		192,085
1.190% due 05/08/18 "		190,000		188,815
1.730% due 02/08/17 "		200,000		202,339
2.330% due 03/08/16 "		240,000		241,389
Bank of America Auto Trust 0.780% due 06/15/16 "		553,794		554,967
BMW Vehicle Lease Trust 0.540% due 09/21/15 "		440,000		439,267
Capital Auto Receivables Asset Trust
0.790% due 06/20/17 "		520,000		518,650
1.240% due 10/20/17 "		530,000		531,827
CarMax Auto Owner Trust
0.520% due 07/17/17 "		430,000		428,654
0.640% due 01/16/18 "		1,035,000		1,031,970
CIT Equipment Collateral 1.100% due 08/22/16 " ~		245,000		245,324
Citigroup Mortgage Loan Trust Inc 0.344% due 06/25/37 " §		303,856		281,219
CNH Equipment Trust
0.570% due 12/15/17 "		820,000		819,264
0.690% due 06/15/18 "		755,000		754,521
0.910% due 08/15/16 "		186,218		186,654
0.940% due 05/15/17 "		134,956		135,338
CNH Wholesale Master Note Trust 0.782% due 08/15/19 " § ~		270,000		270,203
Enterprise Fleet Financing LLC
0.680% due 09/20/18 " ~		480,000		479,334
1.060% due 03/20/19 " ~		250,000		250,272
Ford Credit Auto Lease Trust
0.850% due 01/15/15 "		190,405		190,695
1.100% due 12/15/15 " ~		100,000		99,349
1.500% due 03/15/17 " ~		125,000		124,790

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-25

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Ford Credit Auto Owner Trust 4.050% due 10/15/16 "		$100,000		$102,789
Ford Credit Floorplan Master Owner Trust
0.740% due 09/15/16 "		555,000		555,820
0.790% due 06/15/17 "		540,000		541,252
4.200% due 02/15/17 " ~		365,000		382,058
4.990% due 02/15/17 " ~		260,000		271,936
GE Capital Credit Card Master Note Trust 1.030% due 01/15/18 "		535,000		536,772
GE Dealer Floorplan Master Note Trust
0.580% due 04/20/18 " §		515,000		514,088
0.620% due 10/20/17 " §		630,000		631,001
0.780% due 07/20/16 " §		270,000		270,310
GE Equipment Midticket LLC 0.780% due 09/22/20 "		410,000		409,724
GE Equipment Small Ticket LLC 1.040% due 09/21/15 " ~		135,000		135,364
GSAA Home Equity Trust
0.189% due 07/25/37 " §		582,130		491,619
0.459% due 10/25/35 " §		109,151		99,167
0.554% due 10/25/35 " §		585,000		538,883
GSAA Trust 0.609% due 06/25/35 " §		399,019		370,898
Honda Auto Receivables Owner Trust
0.560% due 05/15/16 "		1,030,000		1,030,688
0.770% due 01/15/16 "		725,000		726,960
Huntington Auto Trust
0.810% due 09/15/16 "		469,892		470,736
1.010% due 01/15/16 " ~		139,930		140,290
Hyundai Auto Receivables Trust
0.720% due 03/15/16 "		154,059		154,346
0.730% due 06/15/18 "		565,000		562,263
0.750% due 09/17/18 "		215,000		213,416
0.810% due 03/15/18 "		840,000		841,136
3.510% due 11/15/17 "		290,000		303,139
Mercedes-Benz Auto Lease Trust
0.720% due 12/17/18 "		240,000		240,121
0.880% due 11/17/14 "		182,497		182,677
1.070% due 11/15/17 "		180,000		180,367
Mercedes-Benz Auto Receivables Trust 1.220% due 12/15/17 "		680,000		683,368
Motor PLC (United Kingdom)
0.679% due 02/25/21 " § ~		427,500		427,502
1.286% due 02/25/20 " ~		250,000		250,171
MVW Owner Trust 2.150% due 04/22/30 " ~		116,709		116,864
Navistar Financial Dealer Note Master Trust 0.849% due 01/25/18 " § ~		535,000		535,320
Nissan Auto Lease Trust
0.920% due 02/16/15 "		192,416		192,606
1.040% due 08/15/14 "		69,044		69,058
Nissan Auto Receivables Owner Trust
0.460% due 10/17/16 "		555,000		554,818
0.730% due 05/16/16 "		505,000		506,314
Sierra Timeshare Receivables Funding LLC 1.590% due 11/20/29 " ~		181,255		180,792
SMART Trust (Australia)
0.840% due 09/14/16 "		245,000		244,548
0.970% due 03/14/17 "		275,000		274,698
1.180% due 02/14/19 "		580,000		571,822
1.590% due 10/14/16 ~ "		505,000		509,441
Toyota Auto Receivables Owner Trust 0.750% due 02/16/16 "		790,000		791,344
Volkswagen Auto Loan Enhanced Trust 0.850% due 08/22/16 "		237,151		238,000
Wells Fargo Home Equity Trust 0.334% due 01/25/37 " §		306,419		278,241
Wheels SPV LLC 1.190% due 03/20/21 " ~		171,815		172,261

	Principal Amount		Value
World Omni Auto Receivables Trust 0.640% due 02/15/17 "		$865,000		$865,391
World Omni Master Owner Trust 0.532% due 02/15/18 " § ~		655,000		654,575
Total Asset-Backed Securities (Cost $31,414,963)				31,411,700
U.S. GOVERNMENT AGENCY ISSUES - 4.3%
Fannie Mae
0.500% due 07/02/15		400,000		401,253
0.625% due 08/26/16		2,305,000		2,299,864
0.750% due 12/19/14		1,055,000		1,062,210
0.875% due 08/28/14		990,000		996,781
Federal Home Loan Bank 0.500% due 11/20/15		2,445,000		2,446,452
Freddie Mac
0.500% due 04/17/15		730,000		732,851
0.750% due 11/25/14		700,000		704,754
0.875% due 10/28/13		1,325,000		1,325,815
Total U.S. Government Agency Issues (Cost $9,933,497)				9,969,980
U.S. TREASURY OBLIGATIONS - 4.0%
U.S. Treasury Inflation Protected Securities - 3.3%
0.500% due 04/15/15 ^		1,191,068		1,217,775
2.000% due 07/15/14 ^		6,183,188		6,342,597
				7,560,372
U.S. Treasury Notes - 0.7%
0.250% due 05/31/14 ‡		1,750,000		1,751,948
Total U.S. Treasury Obligations (Cost $9,359,069)				9,312,320
FOREIGN GOVERNMENT BONDS & NOTES - 0.5%
Mexican Bonos (Mexico) 9.500% due 12/18/14		MXN 13,570,000		1,108,975
Total Foreign Government Bonds & Notes (Cost $1,093,853)				1,108,975
MUNICIPAL BONDS - 0.3%
State Board of Administration Finance Corp ‘A’ 1.298% due 07/01/16		$575,000		573,977
Total Municipal Bonds (Cost $575,000)				573,977

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-26

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Shares		Value
SHORT-TERM INVESTMENT - 2.4%
Money Market Fund - 2.4%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		5,540,626		$5,540,626
Total Short-Term Investment (Cost $5,540,626)				5,540,626
TOTAL INVESTMENTS - 99.6% (Cost $229,100,592)				229,542,392
OTHER ASSETS & LIABILITIES, NET - 0.4%				943,525
NET ASSETS - 100.0%				$230,485,917

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Corporate Bonds & Notes	54.4%
Mortgage-Backed Securities	20.1%
Asset-Backed Securities	13.6%
U.S. Government Agency Issues	4.3%
U.S. Treasury Obligations	4.0%
Others (each less than 3.0%)	3.2%
	99.6%
Other Assets & Liabilities, Net	0.4%
	100.0%

(b) As of September 30, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

AAA	11.7%
AA / U.S. Government & Agency Issue	27.8%
A	21.4%
BBB	27.1%
BB	3.2%
B	1.5%
CCC	0.3%
Not Rated	7.0%
	100.0%

(c) Open futures contracts outstanding as of September 30, 2013 were as follows:

Short Futures Outstanding	Counterparty		Number of Contracts		Notional Amount		Unrealized Depreciation
U.S. Treasury 10-Year Notes (12/13)		GSC		40		$4,000,000		($110,070	)

(d) As of September 30, 2013, an investment with a value of $75,083 was fully or partially segregated with the broker(s)/custodian as collateral for open futures contracts.

(e) Forward foreign currency contracts outstanding as of September 30, 2013 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty		Unrealized Appreciation
USD	1,149,679	MXN	14,865,000		11/13		CSF		$18,885

(f) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013			Level 1 Quoted Price			Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$125,326,427			$—			$125,326,427		$—
	Mortgage-Backed Securities		46,298,387			—			46,298,387		—
	Asset-Backed Securities		31,411,700			—			30,064,746		1,346,954
	U.S. Government Agency Issues		9,969,980			—			9,969,980		—
	U.S. Treasury Obligations		9,312,320			—			9,312,320		—
	Foreign Government Bonds & Notes		1,108,975			—			1,108,975		—
	Municipal Bonds		573,977			—			573,977		—
	Short-Term Investment		5,540,626			5,540,626			—		—
	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		18,885			—			18,885		—
	Total Assets		229,561,277			5,540,626			222,673,697		1,346,954
Liabilities	Derivatives:
	Interest Rate Contracts
	Futures		(110,070	)		(110,070	)		—		—
	Total Liabilities		(110,070	)		(110,070	)		—		—
	Total		$229,451,207			$5,430,556			$222,673,697		$1,346,954

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-27

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Principal Amount		Value
CORPORATE BONDS & NOTES - 37.0%
Azerbaijan - 0.2%
State Oil Co of the Azerbaijan Republic 5.450% due 02/09/17 ~		$200,000		$212,250
Bermuda - 1.7%
China Oriental Group Co Ltd 7.000% due 11/17/17 ~		200,000		193,250
Digicel Group Ltd
8.250% due 09/30/20 ~		500,000		520,000
10.500% due 04/15/18 ~		650,000		705,250
Digicel Ltd 7.000% due 02/15/20 ~		200,000		200,000
Qtel International Finance Ltd 7.875% due 06/10/19 ~		200,000		245,000
				1,863,500
Brazil - 0.4%
Banco Santander Brasil SA 8.000% due 03/18/16 ~		BRL 300,000		125,885
Banco Votorantim SA 6.250% due 05/16/16 ~ ^		300,000		153,662
Itau Unibanco Holding SA 10.500% due 11/23/15 ~		238,000		104,702
Oi SA 9.750% due 09/15/16 ~		300,000		119,226
				503,475
Cayman - 7.9%
21Vianet Group Inc 7.875% due 03/22/16 ~		CNY 1,000,000		163,760
Agile Property Holdings Ltd
8.875% due 04/28/17 ~		$100,000		105,500
9.875% due 03/20/17 ~		200,000		217,500
Central China Real Estate Ltd 8.000% due 01/28/20 ~		500,000		477,200
China SCE Property Holdings Ltd
10.500% due 01/14/16 ~		CNY 1,000,000		169,877
11.500% due 11/14/17 ~		$300,000		326,250
China Shanshui Cement Group Ltd
6.500% due 07/22/14 ~		CNY 1,000,000		165,224
8.500% due 05/25/16 ~		$200,000		204,000
10.500% due 04/27/17 ~		500,000		535,000
Country Garden Holdings Co Ltd
7.500% due 01/10/23 ~		600,000		580,500
10.500% due 08/11/15		100,000		110,880
11.250% due 04/22/17 ~		150,000		162,750
DP World Sukuk Ltd 6.250% due 07/02/17 ~		750,000		823,125
Dubai DOF Sukuk Ltd 6.450% due 05/02/22 ~		50,000		55,500
Dubai Holding Commercial Operations MTN Ltd
4.750% due 01/30/14		EUR 550,000		744,068
6.000% due 02/01/17		GBP 250,000		409,786
Emaar Sukuk Ltd 6.400% due 07/18/19 ~		$400,000		434,500
Jafz Sukuk Ltd 7.000% due 06/19/19 ~		50,000		55,375
JBS Finance II Ltd 8.250% due 01/29/18 ~		400,000		410,000
Longfor Properties Co Ltd 9.500% due 04/07/16 ~		400,000		429,270
Marfrig Overseas Ltd 9.500% due 05/04/20 ~		350,000		329,000
Nile Finance Ltd 5.250% due 08/05/15 ~		100,000		100,000

	Principal Amount		Value
Shimao Property Holdings Ltd
6.625% due 01/14/20 ~		$200,000		$194,500
9.650% due 08/03/17 ~		100,000		108,500
11.000% due 03/08/18 ~		200,000		225,760
Sunac China Holdings Ltd
9.375% due 04/05/18 ~		300,000		303,000
12.500% due 10/16/17 ~		400,000		446,000
Telemovil Finance Co Ltd 8.000% due 10/01/17 ~		500,000		523,750
				8,810,575
Chile - 0.7%
Automotores Gildemeister SA
6.750% due 01/15/23 ~		150,000		117,750
8.250% due 05/24/21 ~		100,000		86,500
Banco del Estado de Chile 4.125% due 10/07/20 ~		120,000		122,115
Banco Santander Chile 6.500% due 09/22/20 ~		CLP 51,000,000		100,282
Corp Nacional del Cobre de Chile 3.750% due 11/04/20 ~		$100,000		99,777
Empresa Nacional del Petroleo 5.250% due 08/10/20 ~		100,000		102,877
SMU SA 7.750% due 02/08/20 ~		200,000		135,000
				764,301
China - 0.2%
China Railway Resources Huitung Ltd 3.850% due 02/05/23 ~		210,000		195,239
Colombia - 0.4%
Ecopetrol SA 7.625% due 07/23/19		123,000		146,062
Emgesa SA ESP 8.750% due 01/25/21 ~		COP 238,000,000		133,514
Empresas Publicas de Medellin ESP 8.375% due 02/01/21 ~		242,000,000		133,181
				412,757
Cyprus - 0.3%
Mriya Agro Holding PLC 9.450% due 04/19/18 ~		$400,000		331,080
Hong Kong - 0.2%
Gemdale International Holding Ltd 9.150% due 07/26/15 ~		CNY 1,000,000		173,653
Industrial & Commercial Bank of China Asia Ltd 5.125% due 11/30/20 ~		$100,000		105,925
				279,578
India - 0.2%
Export-Import Bank of India 4.000% due 01/14/23 ~		215,000		184,233
Indonesia - 0.3%
P.T. Pertamina Persero 6.000% due 05/03/42 ~		400,000		327,100
P.T. Perusahaan Listrik Negara 5.250% due 10/24/42 ~		50,000		37,688
				364,788
Ireland - 3.3%
Alfa Bank OJSC
7.500% due 09/26/19 ~		400,000		415,000
8.625% due 04/26/16 ~		RUB 5,000,000		154,314

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-28

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Brunswick Rail Finance Ltd 6.500% due 11/01/17 ~		$400,000		$401,080
Credit Bank of Moscow 7.700% due 02/01/18 ~		400,000		413,500
Metalloinvest Finance Ltd 6.500% due 07/21/16 ~		200,000		211,250
MTS International Funding Ltd 8.625% due 06/22/20 ~		900,000		1,056,375
Vimpel Communications 7.748% due 02/02/21 ~		600,000		648,000
Vnesheconombank
5.450% due 11/22/17 ~		50,000		53,305
6.800% due 11/22/25 ~		100,000		106,250
6.902% due 07/09/20 ~		200,000		220,010
				3,679,084
Kazakhstan - 2.1%
Development Bank of Kazakhstan JSC 4.125% due 12/10/22 ~		220,000		204,050
Halyk Savings Bank of Kazakhstan JSC 7.250% due 01/28/21 ~		400,000		417,000
Kazkommertsbank JSC
6.875% due 02/13/17		EUR 300,000		393,679
7.500% due 11/29/16 ~		$200,000		196,000
7.875% due 04/07/14 ~		100,000		101,770
8.000% due 11/03/15 ~		350,000		353,500
KazMunayGas National Co JSC
5.750% due 04/30/43 ~		350,000		308,438
7.000% due 05/05/20 ~		140,000		158,550
Zhaikmunai LLP 7.125% due 11/13/19 ~		200,000		210,500
				2,343,487
Luxembourg - 5.3%
Altice Financing SA 7.875% due 12/15/19 ~		600,000		636,000
Cosan Luxembourg SA 9.500% due 03/14/18 ~		BRL 300,000		120,133
Far East Capital Ltd SA
8.000% due 05/02/18 ~		$700,000		610,750
8.750% due 05/02/20 ~		200,000		175,000
Gazprom OAO
4.950% due 02/06/28 ~		100,000		89,000
6.510% due 03/07/22 ~		100,000		107,500
8.625% due 04/28/34 ~		100,000		120,000
MHP SA
8.250% due 04/02/20 ~		650,000		520,130
10.250% due 04/29/15 ~		550,000		548,735
Minerva Luxembourg SA
7.750% due 01/31/23 ~		400,000		378,000
12.250% due 02/10/22 ~		300,000		339,000
Promsvyazbank OJSC
8.500% due 04/25/17 ~		400,000		427,852
10.200% due 11/06/19 ~		200,000		214,000
Russian Standard Bank 9.250% due 07/11/17 ~		200,000		211,000
Sberbank of Russia 5.717% due 06/16/21 ~		150,000		155,156
TMK OAO
6.750% due 04/03/20 ~		600,000		573,000
7.750% due 01/27/18 ~		700,000		736,750
				5,962,006
Malaysia - 0.5%
Axiata SPV1 Labuan Ltd 5.375% due 04/28/20 ~		100,000		106,706
Binariang GSM Sdn Bhd 5.550% due 12/27/13		MYR 300,000		91,997

	Principal Amount		Value
MMI International Ltd 8.000% due 03/01/17 ~		$200,000		$201,000
Petronas Capital Ltd 7.875% due 05/22/22 ~		115,000		146,514
				546,217
Mexico - 1.3%
America Movil SAB de CV 6.450% due 12/05/22		MXN 2,900,000		208,514
Cemex SAB de CV
6.500% due 12/10/19 ~		$200,000		201,000
9.000% due 01/11/18 ~		700,000		757,750
Petroleos Mexicanos
5.500% due 06/27/44		45,000		41,072
6.000% due 03/05/20		45,000		50,175
6.500% due 06/02/41		130,000		135,377
8.000% due 05/03/19		75,000		90,937
				1,484,825
Netherlands - 3.9%
Indo Energy Finance BV
6.375% due 01/24/23 ~		650,000		549,250
7.000% due 05/07/18 ~		300,000		290,250
Kazakhstan Temir Zholy Finance BV 6.950% due 07/10/42 ~		100,000		101,120
Majapahit Holding BV 7.750% due 01/20/20 ~		100,000		110,250
Marfrig Holding Europe BV
8.375% due 05/09/18 ~		200,000		183,000
9.875% due 07/24/17 ~		500,000		492,500
Metinvest BV
8.750% due 02/14/18 ~		700,000		609,000
10.250% due 05/20/15 ~		650,000		641,875
Polish Television Holding BV 11.250% due 05/15/17 § ~		EUR 100,000		144,958
VimpelCom Holdings BV
7.504% due 03/01/22 ~		$1,000,000		1,056,250
9.000% due 02/13/18 ~		RUB 5,000,000		155,240
				4,333,693
Nigeria - 0.7%
Sea Trucks Group 9.000% due 03/26/18 ~		$800,000		740,000
Philippines - 0.2%
Petron Corp 7.000% due 11/10/17		PHP 5,000,000		114,195
Power Sector Assets & Liabilities Management Corp 7.390% due 12/02/24 ~		$100,000		120,500
				234,695
Singapore - 0.4%
Olam International Ltd 6.000% due 10/25/22 ~		SGD 250,000		176,714
Yanlord Land Group Ltd
9.500% due 05/04/17 ~		$100,000		106,375
10.625% due 03/29/18 ~		200,000		219,000
				502,089
South Africa - 0.8%
Edcon Holdings Proprietary Ltd 5.724% due 06/15/15 § ~		EUR 160,000		203,469
Edcon Proprietary Ltd 9.500% due 03/01/18 ~		550,000		705,004
				908,473

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-29

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Spain - 0.3%
Cemex Espana Luxembourg 9.250% due 05/12/20 ~		$357,000		$385,560
Sweden - 1.0%
Eileme 2 AB
11.625% due 01/31/20 ~		600,000		702,000
11.750% due 01/31/20 ~		EUR 100,000		158,960
TVN Finance Corp III AB 7.375% due 12/15/20 ~		200,000		276,658
				1,137,618
Turkey - 0.1%
Turkiye Garanti Bankasi AS 7.375% due 03/07/18 ~		TRY 300,000		134,670
Ukraine - 0.4%
National JSC Naftogaz of Ukraine 9.500% due 09/30/14		$538,000		503,137
United Arab Emirates - 1.1%
Anka a Sukuk Ltd 10.000% due 08/25/16 ~		AED 500,000		143,958
Dolphin Energy Ltd 5.888% due 06/15/19 ~		$71,130		77,980
DP World Ltd 6.850% due 07/02/37 ~		700,000		707,000
Dubai Electricity & Water Authority 7.375% due 10/21/20 ~		170,000		199,750
Emirates Airline 4.500% due 02/06/25 ~		100,000		90,000
				1,218,688
United Kingdom - 2.8%
Afren PLC
10.250% due 04/08/19 ~		200,000		230,000
11.500% due 02/01/16 ~		750,000		864,375
Arcos Dorados Holdings Inc 10.250% due 07/13/16 ~		BRL 250,000		111,673
DTEK Finance PLC 7.875% due 04/04/18 ~		$600,000		511,500
Sinochem Overseas Capital Co Ltd 4.500% due 11/12/20 ~		370,000		373,685
Vedanta Resources PLC
8.250% due 06/07/21 ~		200,000		202,875
9.500% due 07/18/18 ~		450,000		496,125
Yingde Gases Investment Ltd 8.125% due 04/22/18 ~		300,000		300,000
				3,090,233
United States - 0.1%
Pemex Project Funding Master Trust 5.750% due 03/01/18		60,000		66,750
Venezuela - 0.2%
Petroleos de Venezuela SA
5.250% due 04/12/17 ~		72,000		57,888
5.375% due 04/12/27 ~		176,000		102,080
5.500% due 04/12/37 ~		50,000		28,000
12.750% due 02/17/22 ~		40,000		39,200
				227,168
Total Corporate Bonds & Notes (Cost $41,877,816)				41,420,169

	Principal Amount		Value
CONVERTIBLE CORPORATE BONDS & NOTES - 0.2%
Cayman - 0.2%
Chaowei Power Holdings Ltd 7.250% due 09/24/17 ~		CNY 1,000,000		$155,096
Total Convertible Corporate Bonds & Notes (Cost $158,555)				155,096
FOREIGN GOVERNMENT BONDS & NOTES - 41.4%
Argentina - 0.9%
Argentina Boden 7.000% due 10/03/15		$709,000		655,825
Argentine Republic Government
8.280% due 12/31/33		509,555		326,723
8.750% due 06/02/17		65,000		53,462
				1,036,010
Belarus - 0.4%
Republic of Belarus
8.750% due 08/03/15 ~		110,000		106,700
8.950% due 01/26/18 ~		380,000		359,100
				465,800
Bolivia - 0.1%
Bolivian Government 4.875% due 10/29/22 ~		100,000		90,875
Brazil - 3.2%
Banco Nacional de Desenvolvimento Economico e Social 6.500% due 06/10/19 ~		170,000		184,875
Brazil Letras do Tesouro Nacional 11.130% due 01/01/17		BRL 3,320,000		1,051,872
Brazil Notas do Tesouro Nacional ‘B’ 6.000% due 08/15/20 ^		710,000		769,845
Brazil Notas do Tesouro Nacional ‘F’
10.000% due 01/01/21		1,180,000		507,306
10.000% due 01/01/23		100,000		42,279
Brazilian Government
4.875% due 01/22/21		$200,000		215,750
5.875% due 01/15/19		90,000		102,285
8.250% due 01/20/34		38,000		49,685
8.500% due 01/05/24		BRL 750,000		307,438
8.875% due 04/15/24		$89,000		121,707
10.125% due 05/15/27		123,000		187,575
				3,540,617
Chile - 0.2%
Chile Government
3.250% due 09/14/21		100,000		99,500
6.000% due 01/01/20 ~		CLP 60,000,000		123,655
				223,155
Colombia - 1.6%
Colombia Government
6.125% due 01/18/41		$190,000		208,525
7.375% due 03/18/19		140,000		170,240
7.750% due 04/14/21		COP 165,000,000		98,474
8.125% due 05/21/24		$133,000		172,401
9.850% due 06/28/27		COP 50,000,000		34,439
11.750% due 02/25/20		$159,000		230,152
12.000% due 10/22/15		COP 925,000,000		555,959
Colombian TES 7.000% due 05/04/22		560,000,000		296,673
Empresa de Telecomunicaciones de Bogota 7.000% due 01/17/23		144,000,000		64,964
				1,831,827

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-30

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Costa Rica - 0.3%
Costa Rica Government
4.250% due 01/26/23 ~		$200,000		$180,000
4.375% due 04/30/25 ~		90,000		78,975
5.625% due 04/30/43 ~		90,000		77,738
				336,713
Croatia - 0.6%
Croatia Government
6.375% due 03/24/21 ~		240,000		249,060
6.625% due 07/14/20 ~		250,000		266,250
6.750% due 11/05/19 ~		100,000		107,125
				622,435
Dominican Republic - 0.2%
Dominican Republic 5.875% due 04/18/24 ~		260,000		242,320
Ecuador - 0.1%
Ecuador Government 9.375% due 12/15/15 ~		100,000		104,500
Egypt - 0.1%
Egypt Government 5.750% due 04/29/20 ~		100,000		92,750
El Salvador - 0.2%
El Salvador Government
5.875% due 01/30/25 ~		60,000		57,150
7.650% due 06/15/35 ~		90,000		91,800
8.250% due 04/10/32 ~		75,000		81,563
				230,513
Georgia - 0.2%
Georgia Government 6.875% due 04/12/21 ~		200,000		215,000
Ghana - 0.1%
Republic of Ghana 8.500% due 10/04/17 ~		130,000		142,512
Guatemala - 0.2%
Guatemala Government 4.875% due 02/13/28 ~		200,000		184,000
Hungary - 2.2%
Hungary Government
4.125% due 02/19/18		122,000		121,390
5.375% due 02/21/23		280,000		272,804
5.500% due 12/22/16		HUF 46,200,000		217,023
6.000% due 11/24/23		34,900,000		161,162
6.250% due 01/29/20		$131,000		140,498
6.375% due 03/29/21		196,000		209,475
6.750% due 11/24/17		HUF 97,200,000		472,925
7.000% due 06/24/22		55,000,000		270,640
7.625% due 03/29/41		$94,000		101,050
7.750% due 08/24/15		HUF 113,000,000		547,745
				2,514,712
Indonesia - 1.0%
Indonesia Government
4.875% due 05/05/21 ~		$110,000		109,450
5.875% due 03/13/20 ~		200,000		211,250

	Principal Amount		Value
6.875% due 01/17/18 ~		$265,000		$296,137
8.500% due 10/12/35 ~		170,000		207,400
10.375% due 05/04/14 ~		60,000		63,150
Indonesia Treasury
6.125% due 05/15/28		IDR 630,000,000		42,933
6.625% due 05/15/33		2,830,000,000		194,486
8.375% due 03/15/24		230,000,000		19,481
				1,144,287
Iraq - 0.4%
Republic of Iraq 5.800% due 01/15/28 ~		$530,000		453,150
Ivory Coast - 0.6%
Ivory Coast Government 5.750% due 12/31/32 § ~		710,000		630,125
Kazakhstan - 0.2%
Kazatomprom Natsionalnaya Atomnaya Kompaniya AO 6.250% due 05/20/15 ~		200,000		211,000
Latvia - 0.3%
Republic of Latvia 2.750% due 01/12/20 ~		300,000		285,878
Lebanon - 0.5%
Lebanon Government
5.150% due 11/12/18 ~		28,000		26,810
6.100% due 10/04/22 ~		218,000		206,555
6.375% due 03/09/20		139,000		138,305
6.600% due 11/27/26 ~		90,000		85,725
8.250% due 04/12/21 ~		129,000		139,771
				597,166
Lithuania - 0.6%
Lithuania Government
5.125% due 09/14/17 ~		100,000		109,625
6.125% due 03/09/21 ~		200,000		229,250
6.625% due 02/01/22 ~		200,000		235,250
7.375% due 02/11/20 ~		120,000		146,100
				720,225
Malaysia - 1.7%
Malaysia Government
3.418% due 08/15/22		MYR 100,000		29,846
3.480% due 03/15/23		1,400,000		419,440
3.580% due 09/28/18		1,500,000		459,535
3.889% due 07/31/20		1,860,000		576,611
4.160% due 07/15/21		100,000		31,490
4.262% due 09/15/16		1,300,000		408,190
				1,925,112
Mexico - 2.6%
Mexican Bonos
6.500% due 06/09/22		MXN 4,000,000		317,165
7.500% due 06/03/27		2,700,000		226,233
7.750% due 05/29/31		6,000,000		497,240
7.750% due 11/13/42		2,600,000		211,594
8.500% due 05/31/29		5,870,000		524,640
8.500% due 11/18/38		1,500,000		132,787
10.000% due 12/05/24		1,000,000		100,670
10.000% due 11/20/36		2,500,000		252,092
Mexican Udibonos 4.000% due 11/15/40 ^		1,490,631		124,499

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-31

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Mexico Government
4.750% due 03/08/44		$124,000		$112,493
5.750% due 10/12/10		112,000		105,840
5.950% due 03/19/19		80,000		92,800
6.050% due 01/11/40		72,000		79,092
6.750% due 09/27/34		134,000		159,460
				2,936,605
Morocco - 0.2%
Morocco Government 4.250% due 12/11/22 ~		200,000		183,040
Nigeria - 0.3%
Nigeria Government
16.000% due 06/29/19		NGN 10,000,000		68,814
16.390% due 01/27/22		42,000,000		301,390
				370,204
Pakistan - 0.2%
Pakistan Government 7.125% due 03/31/16 ~		$200,000		196,500
Panama - 0.3%
Panama Government
4.300% due 04/29/53		40,000		31,100
6.700% due 01/26/36		145,000		166,388
8.875% due 09/30/27		67,000		92,628
9.375% due 04/01/29		30,000		42,975
				333,091
Peru - 0.9%
Peruvian Government
6.850% due 02/12/42 ~		PEN 28,000		10,397
6.900% due 08/12/37 ~		120,000		45,052
6.950% due 08/12/31 ~		170,000		65,070
7.125% due 03/30/19		$30,000		36,525
7.350% due 07/21/25		168,000		215,460
7.840% due 08/12/20 ~		PEN 450,000		187,447
8.200% due 08/12/26 ~		168,000		73,542
8.600% due 08/12/17 ~		230,000		96,045
8.750% due 11/21/33		$175,000		252,875
				982,413
Philippines - 1.0%
Philippine Government
3.900% due 11/26/22		PHP 10,000,000		231,396
4.000% due 01/15/21		$180,000		187,200
7.750% due 01/14/31		120,000		156,750
9.500% due 02/02/30		267,000		397,496
10.625% due 03/16/25		135,000		205,200
				1,178,042
Poland - 2.8%
Poland Government
2.750% due 08/25/23 ^		PLN 220,064		74,116
3.000% due 08/24/16 ^		308,254		103,704
3.000% due 03/17/23		$62,000		56,947
4.000% due 10/25/23		PLN 1,280,000		394,780
4.750% due 10/25/16		2,300,000		766,483
5.000% due 03/23/22		$89,000		95,942
5.250% due 10/25/17		PLN 1,500,000		508,192
5.750% due 10/25/21		1,540,000		540,481
5.750% due 09/23/22		1,400,000		491,274
5.750% due 04/25/29		60,000		21,341
6.375% due 07/15/19		$118,000		138,001
				3,191,261

	Principal Amount		Value
Romania - 1.0%
Romania Government
5.600% due 11/28/18		RON 50,000		$15,934
5.750% due 04/29/20		110,000		34,655
5.800% due 10/26/15		390,000		122,816
5.850% due 07/28/14		590,000		182,412
5.850% due 04/26/23		70,000		22,330
5.900% due 07/26/17		260,000		83,275
Romanian Government
4.375% due 08/22/23 ~		$300,000		288,375
6.750% due 02/07/22 ~		340,000		388,943
				1,138,740
Russia - 5.1%
Russian Federal
6.800% due 12/11/19		RUB 62,200,000		1,915,825
6.900% due 08/03/16		25,800,000		808,468
7.050% due 01/19/28		2,000,000		58,794
7.400% due 04/19/17		23,200,000		737,318
7.400% due 06/14/17		19,000,000		601,346
7.500% due 03/15/18		3,900,000		124,547
7.600% due 07/20/22		3,400,000		107,924
8.150% due 02/03/27		5,700,000		184,626
Russian Foreign
5.875% due 09/16/43 ~		$200,000		207,500
7.500% due 03/31/30 § ~		825,573		974,572
				5,720,920
Serbia - 0.1%
Republic of Serbia 4.875% due 02/25/20 ~		150,000		140,437
South Africa - 3.4%
South Africa Government
5.500% due 03/09/20		200,000		215,750
5.875% due 05/30/22		100,000		108,500
6.250% due 03/31/36		ZAR 2,000,000		150,717
6.500% due 02/28/41		1,400,000		105,158
6.875% due 05/27/19		$110,000		126,912
7.000% due 02/28/31		ZAR 5,700,000		488,723
7.750% due 02/28/23		6,200,000		621,985
8.000% due 12/21/18		5,300,000		550,957
8.250% due 09/15/17		6,400,000		669,309
8.500% due 01/31/37		3,900,000		374,628
8.750% due 02/28/48		900,000		87,583
10.500% due 12/21/26		2,200,000		264,042
				3,764,264
Sri Lanka - 0.2%
Sri Lanka Government 6.250% due 07/27/21 ~		$200,000		192,500
Thailand - 1.1%
Thailand Government
1.200% due 07/14/21 ~ ^		THB 4,212,760		125,548
1.250% due 03/12/28 ~ ^		3,031,230		84,105
3.580% due 12/17/27		2,500,000		75,414
3.625% due 06/16/23		13,200,000		413,761
3.650% due 12/17/21		12,500,000		396,243
3.875% due 06/13/19		3,700,000		120,394
				1,215,465
Turkey - 3.0%
Turkey Government
3.000% due 02/23/22 ^		TRY 1,216,792		597,538
4.000% due 04/01/20 ^		380,934		200,740
5.625% due 03/30/21		$100,000		104,400

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-32

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
6.000% due 01/14/41		$200,000		$193,800
6.750% due 04/03/18		190,000		210,235
6.875% due 03/17/36		156,000		166,374
7.000% due 06/05/20		168,000		190,302
7.100% due 03/08/23		TRY 500,000		218,435
7.250% due 03/05/38		$84,000		93,629
7.375% due 02/05/25		130,000		147,095
8.000% due 02/14/34		118,000		140,302
8.300% due 06/20/18		TRY 530,000		256,073
8.500% due 09/14/22		500,000		240,217
9.000% due 05/21/14 ^		797,122		416,585
9.500% due 01/12/22		300,000		152,595
				3,328,320
Ukraine - 0.8%
Ukraine Government
7.500% due 04/17/23 ~		$200,000		166,250
7.750% due 09/23/20 ~		100,000		85,750
7.800% due 11/28/22 ~		470,000		394,212
9.250% due 07/24/17 ~		250,000		232,262
				878,474
United Arab Emirates - 0.2%
Emirate of Dubai Government 7.750% due 10/05/20 ~		215,000		255,581
Uruguay - 0.9%
Uruguay Government
3.700% due 06/26/37 ^		UYU 1,269,951		58,722
4.125% due 11/20/45		$117,374		94,034
4.250% due 04/05/27 ^		UYU 4,402,378		214,226
4.375% due 12/15/28 ^		3,412,002		168,491
4.500% due 08/14/24		$204,235		207,809
7.625% due 03/21/36		62,000		78,430
7.875% PIK due 01/15/33		108,000		139,320
				961,032
Venezuela - 1.2%
Venezuela Government
5.750% due 02/26/16 ~		40,000		36,200
6.000% due 12/09/20 ~		62,000		45,353
7.650% due 04/21/25		95,000		68,875
7.750% due 10/13/19 ~		110,000		92,015
8.250% due 10/13/24 ~		57,000		43,177
8.500% due 10/08/14		126,000		126,315
9.000% due 05/07/23 ~		90,000		73,485
9.250% due 09/15/27		57,000		46,598
9.250% due 05/07/28 ~		74,000		58,460
11.750% due 10/21/26 ~		391,000		362,653
11.950% due 08/05/31 ~		293,500		272,221
12.750% due 08/23/22 ~		117,000		117,117
				1,342,469
Vietnam - 0.2%
Vietnam Government
6.750% due 01/29/20 ~		100,000		107,500
6.875% due 01/15/16 ~		100,000		106,625
				214,125
Total Foreign Government Bonds & Notes (Cost $47,564,237)				46,364,165
PURCHASED OPTIONS - 0.0%
(See Note (e) in Notes to Schedule of Investments) (Cost $20,119)				1,691

	Principal Amount		Value
SHORT-TERM INVESTMENTS - 18.0%
Foreign Government Issue - 0.1%
Nigeria Treasury Bill
14.970% due 04/10/14		NGN 11,000,000		$64,130
	Shares
Money Market Fund - 17.9%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		20,100,872		20,100,872
Total Short-Term Investments (Cost $20,163,795)				20,165,002
TOTAL INVESTMENTS - 96.6% (Cost $109,784,522)				108,106,123
OTHER ASSETS & LIABILITIES, NET - 3.4%				3,791,937
NET ASSETS - 100.0%				$111,898,060

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Foreign Government Bonds & Notes	41.4%
Corporate Bonds & Notes	37.0%
Short-Term Investments	18.0%
Others (each less than 3.0%)	0.2%
	96.6%
Other Assets & Liabilities, Net	3.4%
	100.0%

(b) As of September 30, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

AA	0.3%
A	12.3%
BBB	18.8%
BB	20.7%
B	18.4%
CCC	0.5%
Not Rated	29.0%
	100.0%

(c) Short term investments reflect either the stated coupon rate or the annualized effective yield on the date of purchase for discontinued investments.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-33

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

(d) Forward foreign currency contracts outstanding as of September 30, 2013 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
ARS	5,593,944	USD	965,924		10/13	UBS		($4,600	)
BRL	684,705	USD	310,876		10/13	BRC		(2,097	)
BRL	435,081	USD	196,869		10/13	SCB		(662	)
CLP	200,634,083	USD	394,417		10/13	CSF		2,494
CLP	40,945,856	USD	80,000		10/13	UBS		825
CLP	44,766,301	USD	89,132		11/13	JPM		(1,218	)
CNY	1,205,199	USD	196,031		10/13	BRC		572
CNY	404,312	USD	65,327		10/13	DUB		627
CNY	7,637,070	USD	1,230,000		10/13	GSC		15,826
CNY	1,642,151	USD	266,000		10/13	MSC		1,882
CNY	135,407	USD	21,927		10/13	UBS		162
CZK	14,618,518	USD	744,806		10/13	HSB		25,220
CZK	987,195	USD	51,678		10/13	JPM		322
CZK	4,023,548	USD	210,000		10/13	UBS		1,938
CZK	2,679,966	USD	139,906		11/13	BRC		1,282
EUR	179,041	USD	241,553		10/13	BRC		675
EUR	374,899	USD	499,135		10/13	DUB		8,074
HUF	280,839,988	USD	1,228,616		10/13	CIT		45,733
HUF	29,687,424	USD	133,667		10/13	JPM		1,044
IDR	2,637,033,600	USD	232,235		10/13	HSB		(5,306	)
IDR	3,013,905,935	USD	275,478		10/13	SCB		(16,161	)
ILS	1,088,785	USD	309,233		11/13	BRC		(616	)
INR	86,710,049	USD	1,337,086		10/13	JPM		38,680
INR	11,184,616	USD	179,586		10/13	SCB		(2,128	)
MXN	2,463,523	USD	186,375		10/13	DUB		1,311
MXN	7,045,609	USD	555,363		10/13	GSC		(18,587	)
MXN	4,341,701	USD	330,481		10/13	GSC		296
MXN	17,234,288	USD	1,306,043		10/13	JPM		6,965
MXN	3,120,000	USD	242,915		11/13	BRC		(5,753	)
MXN	3,118,665	USD	240,963		11/13	DUB		(3,902	)
MXN	7,452,379	USD	559,252		11/13	JPM		7,230
MYR	878,392	USD	278,545		10/13	BRC		(9,275	)
MYR	800,000	USD	244,776		10/13	BRC		356
MYR	492,906	USD	149,461		10/13	DUB		1,573
MYR	845,212	USD	257,538		10/13	GSC		1,561
PEN	167,340	USD	60,000		10/13	DUB		(33	)
PEN	868,186	USD	310,000		10/13	DUB		1,116
PEN	435,575	USD	158,075		10/13	GSC		(2,295	)
PHP	2,937,942	USD	68,764		10/13	DUB		(1,270	)
PLN	9,568,484	USD	2,961,279		10/13	BRC		96,554
PLN	782,272	USD	249,961		10/13	DUB		33
PLN	1,273,207	USD	410,302		11/13	HSB		(4,065	)
PLN	1,144,980	USD	360,000		11/13	MER		5,324
RON	729,075	USD	220,185		10/13	BRC		758
RON	1,448,366	USD	430,731		10/13	GSC		8,158
RON	1,446,785	USD	430,731		10/13	MER		7,679
RUB	36,057,900	USD	1,120,000		10/13	CSF		(13,149	)
RUB	48,799,722	USD	1,453,779		10/13	CSF		44,081
RUB	43,695,560	USD	1,366,041		10/13	DUB		(24,617	)
RUB	15,589,673	USD	479,549		11/13	BRC		(3,424	)
SGD	1,218,750	USD	959,797		10/13	BRC		11,711
SGD	464,465	USD	373,114		10/13	DUB		(2,873	)
SGD	197,652	USD	158,750		10/13	SCB		(1,195	)
THB	22,435,862	USD	722,851		10/13	CIT		(6,737	)
THB	22,524,578	USD	699,738		10/13	UBS		19,638
TRY	300,000	USD	148,112		10/13	HSB		(431	)
TRY	281,878	USD	139,027		11/13	CIT		(996	)
TWD	33,061,814	USD	1,113,867		10/13	HSB		4,752
TWD	4,151,805	USD	141,314		10/13	MER		(841	)
TWD	1,401,007	USD	47,172		10/13	UBS		230
USD	495,984	ARS	2,875,740		10/13	UBS		1,786
USD	78,046	BRL	189,471		10/13	BRC		(7,400	)
USD	237,460	BRL	569,216		10/13	CIT		(19,237	)
USD	149,134	BRL	361,098		10/13	MSC		(13,709	)
USD	101,199	BRL	227,749		11/13	DUB		(658	)
USD	195,446	BRL	435,081		11/13	SCB		862
USD	1,000,000	CNH	6,142,000		12/13	HSB		(285	)
USD	130,905	CNH	802,120		12/13	HSB		272

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-34

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

Currency Purchased		Currency Sold			Expiration		Counterparty	Unrealized Appreciation (Depreciation)
USD	103,753	CNY	640,000			10/13	GSC		($649	)
USD	360,000	CNY	2,229,840			10/13	HSB		(3,751	)
USD	418,150	COP	794,024,338			10/13	BRC		2,787
USD	224,155	CZK	4,404,320			10/13	CIT		(7,841	)
USD	414,822	EUR	312,241			10/13	BRC		(7,614	)
USD	2,125,579	EUR	1,619,774			10/13	DUB		(65,845	)
USD	555,351	EUR	420,310			10/13	GSC		(13,295	)
USD	68,891	EUR	51,466			10/13	HSB		(739	)
USD	268,486	GBP	176,713			10/13	BRC		(17,544	)
USD	80,700	GBP	51,976			10/13	MSC		(3,429	)
USD	1,284,149	HUF	292,079,633			10/13	GSC		(41,202	)
USD	131,132	HUF	29,240,824			11/13	BRC		(1,300	)
USD	160,592	MXN	2,076,053			10/13	HSB		2,426
USD	320,627	MXN	4,066,000			10/13	MER		10,855
USD	21,108	MYR	68,400			10/13	SCB		149
USD	17,755	PEN	49,366			10/13	DUB		64
USD	50,196	PHP	2,177,000			10/13	JPM		183
USD	2,473,299	PLN	7,949,298			10/13	BRC		(67,085	)
USD	380,000	PLN	1,213,891			10/13	DUB		(7,928	)
USD	614,514	PLN	1,930,153			11/13	BRC		(1,794	)
USD	540,000	PLN	1,697,018			11/13	DUB		(1,460	)
USD	350,118	RON	1,178,846			10/13	BRC		(7,101	)
USD	414,013	RON	1,374,232			11/13	BRC		(1,562	)
USD	1,314,557	RUB	44,073,806			10/13	BRC		(38,246	)
USD	2,022,089	RUB	66,730,736			10/13	CSF		(26,185	)
USD	134,418	RUB	4,505,083			10/13	HSB		(3,861	)
USD	576,618	RUB	19,328,806			10/13	MER		(16,868	)
USD	24,018	THB	764,600			10/13	DUB		(402	)
USD	330,755	TRY	694,928			10/13	HSB		(11,337	)
USD	339,608	TRY	688,555			11/13	CIT		2,432
USD	49,575	TRY	100,950			11/13	DUB		142
USD	213,902	TRY	433,556			11/13	HSB		1,596
USD	380,000	ZAR	3,776,554			10/13	CSF		5,679
USD	1,038,818	ZAR	10,310,787	��		11/13	GSC		20,836
ZAR	1,890,039	USD	190,094			11/13	UBS		(3,491	)
Total Forward Foreign Currency Contracts									($109,298	)

(e) Purchased options outstanding as of September 30, 2013 were as follows:

Foreign Currency Options

Description	Exercise Price		Expiration Date		Counter- party	Notional Amount		Cost		Value
Put - OTC EUR versus USD		$1.28		10/04/13	MER		EUR 1,500,000		$9,165		$193
Put - OTC TRY versus USD		TRY 2.10		10/08/13	MSC		TRY 945,000		1,440		686
Put - OTC EUR versus USD		$1.26		11/08/13	MER		EUR 1,500,000		9,514		812
Total Purchased Options									$20,119		$1,691

(f) Swap agreements outstanding as of September 30, 2013 were as follows:

Interest Rate Swaps

Floating Rate Index	Counter- party	Pay/Receive Floating Rate	Fixed Rate	Expiration Date		Notional Amount		Value			Upfront Premiums Paid (Received)		Unrealized Appreciation (Depreciation)
3-Month ZAR JIBAR	BRC	Pay	6.530%		09/13/16		ZAR 5,000,000		($396	)		$—		($396	)
Brazil CETIP Interbank	BRC	Pay	10.790%		01/02/17		BRL 1,832,018		(45,269	)		—		(45,269	)
3-Month MYR KLIBOR	HSB	Pay	4.000%		09/03/18		MYR 1,100,000		4,810			—		4,810
									($40,855	)		$—		($40,855	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-35

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

Total Return Swaps

Receive Total Return	Counter- party	Expiration Date	Notional Amount		Value		Upfront Premiums Paid (Received)		Unrealized Depreciation
Indonesia Treasury 12.800% due 06/15/21	SCB	06/15/21		IDR 3,600,000,000		$398,448		$435,989		($37,541	)
Indonesia Treasury 11.000% due 09/15/25	SCB	09/15/25		800,000,000		80,527		96,528		(16,001	)
Indonesia Treasury 8.375% due 09/15/26	SCB	09/15/26		900,000,000		75,297		90,779		(15,482	)
Indonesia Treasury 7.000% due 05/15/27	SCB	05/15/27		1,800,000,000		137,766		161,890		(24,124	)
Indonesia Treasury 10.500% due 08/15/30	SCB	08/15/30		2,300,000,000		227,804		274,300		(46,496	)
Indonesia Treasury 9.500% due 07/15/31	SCB	07/15/31		1,200,000,000		110,362		132,373		(22,011	)
Indonesia Treasury 6.625% due 05/15/33	SCB	05/15/33		1,200,000,000		85,075		101,292		(16,217	)
						$1,115,279		$1,293,151		($177,872	)

Total Swap Agreements $1,074,424 $1,293,151 ($218,727 ) 

(g) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013			Level 1 Quoted Price		Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$41,420,169			$—		$41,420,169			$—
	Convertible Corporate Bonds & Notes		155,096					155,096
	Foreign Government Bonds & Notes		46,364,165			—		46,364,165			—
	Short-Term Investments		20,165,002			20,100,872		64,130			—
	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		414,751			—		414,751			—
	Purchased Options		1,691			—		1,691			—
	Total Foreign Currency Contracts		416,442					416,442
	Interest Rate Contracts
	Swaps		1,120,089					1,120,089
	Total Assets-Derivatives		1,536,531			—		1,536,531			—
	Total Assets		109,640,963			20,100,872		89,540,091			—
Liabilities	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(524,049	)		—		(524,049	)		—
	Interest Rate Contracts
	Swaps		(45,665	)		—		(45,665	)		—
	Total Liabilities-Derivatives		(569,714	)				(569,714	)
	Total Liabilities		(569,714	)		—		(569,714	)		—
	Total		$109,071,249			$20,100,872		$88,970,377			$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-36

PACIFIC LIFE FUNDS

PL COMSTOCK FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Shares		Value
COMMON STOCKS - 97.5%
Consumer Discretionary - 15.7%
Carnival Corp (Panama)		116,650		$3,807,456
Comcast Corp ‘A’		102,600		4,632,390
General Motors Co *		169,494		6,096,699
Johnson Controls Inc		69,577		2,887,445
Kohl’s Corp		43,044		2,227,527
Murphy USA Inc *		9,554		385,886
Newell Rubbermaid Inc		62,210		1,710,775
Staples Inc		38,455		563,366
Target Corp		30,871		1,975,127
Time Warner Cable Inc		52,280		5,834,448
Time Warner Inc		27,797		1,829,321
Twenty-First Century Fox Inc ‘B’		127,306		4,252,020
Viacom Inc ‘B’		87,609		7,322,360
				43,524,820
Consumer Staples - 5.7%
Archer-Daniels-Midland Co		56,984		2,099,291
ConAgra Foods Inc		92,411		2,803,750
CVS Caremark Corp		72,736		4,127,768
Mondelez International Inc ‘A’		81,111		2,548,508
Tyson Foods Inc ‘A’		68,994		1,951,150
Unilever NV ‘NY’ (Netherlands)		62,334		2,351,238
				15,881,705
Energy - 14.9%
BP PLC ADR (United Kingdom)		125,913		5,292,123
Chevron Corp		28,653		3,481,339
Halliburton Co		127,111		6,120,395
Murphy Oil Corp		63,957		3,857,886
Noble Corp (Switzerland)		34,662		1,309,184
Occidental Petroleum Corp		37,771		3,533,099
QEP Resources Inc		105,300		2,915,757
Royal Dutch Shell PLC ‘A’ ADR (United Kingdom)		68,193		4,478,916
Suncor Energy Inc (Canada)		91,364		3,269,004
Weatherford International Ltd (Switzerland) *		458,164		7,023,654
				41,281,357
Financials - 23.9%
Aflac Inc		29,343		1,818,973
Bank of America Corp		334,119		4,610,842
Citigroup Inc		231,958		11,252,283
Fifth Third Bancorp		154,238		2,782,453
JPMorgan Chase & Co		168,717		8,720,982
MetLife Inc		78,821		3,700,646
Morgan Stanley		158,099		4,260,768
State Street Corp		34,459		2,265,679
The Allstate Corp		106,559		5,386,557
The Bank of New York Mellon Corp		195,577		5,904,470
The Goldman Sachs Group Inc		18,004		2,848,413
The PNC Financial Services Group Inc		59,947		4,343,160
The Travelers Cos Inc		12,986		1,100,823
U.S. Bancorp		38,299		1,400,977
Wells Fargo & Co		143,356		5,923,470
				66,320,496
Health Care - 14.8%
Bristol-Myers Squibb Co		91,898		4,253,039
Cardinal Health Inc		45,421		2,368,705
Express Scripts Holding Co *		17,053		1,053,534
GlaxoSmithKline PLC ADR (United Kingdom)		53,724		2,695,333
Merck & Co Inc		127,878		6,088,272
Novartis AG (Switzerland)		55,379		4,256,749
Pfizer Inc		171,260		4,916,875
Roche Holding AG ADR (Switzerland)		41,886		2,828,562
Sanofi ADR (France)		73,332		3,712,799

	Shares		Value
UnitedHealth Group Inc		78,695		$5,635,349
WellPoint Inc		38,817		3,245,489
				41,054,706
Industrials - 6.5%
Emerson Electric Co		54,210		3,507,387
General Electric Co		236,184		5,642,436
Honeywell International Inc		26,339		2,187,191
Ingersoll-Rand PLC (Ireland)		71,637		4,652,107
Textron Inc		74,559		2,058,574
				18,047,695
Information Technology - 10.0%
Autodesk Inc *		37,679		1,551,244
Cisco Systems Inc		130,861		3,064,765
Corning Inc		233,054		3,400,258
eBay Inc *		76,872		4,288,689
Hewlett-Packard Co		251,459		5,275,610
Intel Corp		68,316		1,565,803
Microsoft Corp		191,511		6,379,231
Yahoo! Inc *		66,975		2,220,891
				27,746,491
Materials - 1.9%
Alcoa Inc		291,689		2,368,515
International Paper Co		66,672		2,986,906
				5,355,421
Telecommunication Services - 2.3%
AT&T Inc		33,992		1,149,609
Verizon Communications Inc		36,876		1,720,634
Vivendi SA (France)		36,958		850,558
Vodafone Group PLC ADR (United Kingdom)		73,958		2,601,842
				6,322,643
Utilities - 1.8%
FirstEnergy Corp		44,646		1,627,347
PPL Corp		114,012		3,463,685
				5,091,032
Total Common Stocks (Cost $187,190,614)				270,626,366
SHORT-TERM INVESTMENT - 2.7%
Money Market Fund - 2.7%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		7,376,004		7,376,004
Total Short-Term Investment (Cost $7,376,004)				7,376,004
TOTAL INVESTMENTS - 100.2% (Cost $194,566,618)				278,002,370
OTHER ASSETS & LIABILITIES, NET - (0.2%)				(504,627	)
NET ASSETS - 100.0%				$277,497,743

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-37

PACIFIC LIFE FUNDS

PL COMSTOCK FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Financials	23.9%
Consumer Discretionary	15.7%
Energy	14.9%
Health Care	14.8%
Information Technology	10.0%
Industrials	6.5%
Consumer Staples	5.7%
Others (each less than 3.0%)	8.7%
	100.2%
Other Assets & Liabilities, Net	(0.2%	)
	100.0%

(b) Forward foreign currency contracts outstanding as of September 30, 2013 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Depreciation
USD	2,755,523	CAD	2,855,301		10/13	CIB		($15,230	)
USD	1,814,780	CHF	1,695,513		10/13	BNY		(60,347	)
USD	2,165,175	CHF	2,024,815		10/13	CIT		(74,139	)
USD	1,814,606	CHF	1,695,513		10/13	SSB		(60,522	)
USD	2,138,511	EUR	1,612,228		10/13	BNY		(42,688	)
USD	2,139,144	EUR	1,612,228		10/13	CIB		(42,055	)
USD	2,138,975	EUR	1,612,228		10/13	CIT		(42,224	)
USD	2,286,798	EUR	1,724,545		10/13	SSB		(46,355	)
USD	2,222,178	GBP	1,413,815		10/13	BNY		(66,304	)
USD	2,221,889	GBP	1,413,820		10/13	CIB		(66,602	)
USD	2,224,927	GBP	1,415,740		10/13	CIT		(66,671	)
USD	2,222,483	GBP	1,413,820		10/13	SSB		(66,008	)
Total Forward Foreign Currency Contracts								($649,145	)

(c) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013			Level 1 Quoted Price		Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Common Stocks
	Consumer Discretionary		$43,524,820			$43,524,820		$—			$—
	Consumer Staples		15,881,705			15,881,705		—			—
	Energy		41,281,357			41,281,357		—			—
	Financials		66,320,496			66,320,496		—			—
	Health Care		41,054,706			36,797,957		4,256,749			—
	Industrials		18,047,695			18,047,695		—			—
	Information Technology		27,746,491			27,746,491		—			—
	Materials		5,355,421			5,355,421		—			—
	Telecommunications Services		6,322,643			5,472,085		850,558			—
	Utilities		5,091,032			5,091,032		—			—
			270,626,366			265,519,059		5,107,307			—
	Short-Term Investment		7,376,004			7,376,004		—			—
	Total Assets		278,002,370			272,895,063		5,107,307			—
Liabilities	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(649,145	)		—		(649,145	)		—
	Total Liabilities		(649,145	)		—		(649,145	)		—
	Total		$277,353,225			$272,895,063		$4,458,162			$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-38

PACIFIC LIFE FUNDS

PL GROWTH FUND (Formerly PL Growth LT Fund)

Schedule of Investments

September 30, 2013 (Unaudited)

	Shares		Value
COMMON STOCKS - 96.1%
Consumer Discretionary - 23.4%
Amazon.com Inc *		4,179		$1,306,522
AutoZone Inc *		1,134		479,376
Comcast Corp ‘Special A’		20,890		905,999
Discovery Communications Inc ‘A’ *		10,800		911,736
Las Vegas Sands Corp		12,720		844,862
LKQ Corp *		9,420		300,121
LVMH Moet Hennessy Louis Vuitton SA (France)		2,824		556,566
Michael Kors Holdings Ltd (United Kingdom) *		5,050		376,326
Netflix Inc *		586		181,197
Nike Inc ‘B’		7,910		574,582
PetSmart Inc		5,690		433,919
Polaris Industries Inc		2,680		346,202
priceline.com Inc *		1,285		1,299,071
Ross Stores Inc		12,670		922,376
Starbucks Corp		12,930		995,222
Target Corp		8,490		543,190
The Walt Disney Co		15,290		986,052
Tiffany & Co		6,730		515,653
Time Warner Cable Inc		4,490		501,084
Time Warner Inc		9,320		613,349
Tractor Supply Co		5,798		389,452
Twenty-First Century Fox Inc ‘A’		40,820		1,367,470
VF Corp		3,057		608,496
Viacom Inc ‘B’		7,780		650,252
Wynn Resorts Ltd		6,172		975,238
Yum! Brands Inc		4,640		331,250
				17,915,563
Consumer Staples - 5.9%
Costco Wholesale Corp		5,662		651,809
CVS Caremark Corp		7,240		410,870
Danone SA (France)		4,440		334,305
Diageo PLC (United Kingdom)		14,816		470,805
Mead Johnson Nutrition Co		5,190		385,409
Mondelez International Inc ‘A’		21,290		668,932
Pernod-Ricard SA (France)		3,121		387,777
Philip Morris International Inc		6,900		597,471
The Estee Lauder Cos Inc ‘A’		9,010		629,799
				4,537,177
Energy - 5.0%
Anadarko Petroleum Corp		6,530		607,225
Cabot Oil & Gas Corp		12,670		472,844
Cameron International Corp *		5,600		326,872
Dresser-Rand Group Inc *		10,370		647,088
FMC Technologies Inc *		2,020		111,948
Noble Energy Inc		9,225		618,167
Pioneer Natural Resources Co		5,731		1,082,013
				3,866,157
Financials - 6.8%
ACE Ltd (Switzerland)		2,390		223,608
Affiliated Managers Group Inc *		4,235		773,480
American Express Co		9,660		729,523
American Tower Corp REIT		20,230		1,499,650
BlackRock Inc		2,079		562,619
IntercontinentalExchange Inc *		4,334		786,274
MetLife Inc		4,770		223,952
Morgan Stanley		15,040		405,328
				5,204,434
Health Care - 16.5%
Actavis Inc *		3,130		450,720
Alexion Pharmaceuticals Inc *		6,520		757,363
Biogen Idec Inc *		4,655		1,120,738

	Shares		Value
Bristol-Myers Squibb Co		21,410		$990,855
Catamaran Corp (Canada) *		10,650		489,368
Celgene Corp *		7,311		1,125,382
Cerner Corp *		10,870		571,219
Covidien PLC (Ireland)		11,320		689,841
Express Scripts Holding Co *		14,320		884,690
Gilead Sciences Inc *		23,093		1,451,164
Illumina Inc *		3,880		313,620
Intuitive Surgical Inc *		455		171,203
Mallinckrodt PLC (Ireland) * l		—		11
Perrigo Co		3,343		412,459
Regeneron Pharmaceuticals Inc *		1,470		459,919
The Cooper Cos Inc		2,553		331,099
Thermo Fisher Scientific Inc		16,050		1,479,008
Valeant Pharmaceuticals International Inc (Canada) *		6,740		703,184
Zoetis Inc		7,740		240,869
				12,642,712
Industrials - 11.5%
AMETEK Inc		15,560		716,071
Cummins Inc		3,248		431,562
Danaher Corp		22,920		1,588,814
Expeditors International of Washington Inc		12,180		536,651
Honeywell International Inc		10,150		842,856
Joy Global Inc		4,180		213,347
Kansas City Southern		3,324		363,513
Precision Castparts Corp		7,267		1,651,353
Roper Industries Inc		4,870		647,077
Stanley Black & Decker Inc		8,930		808,790
Union Pacific Corp		2,486		386,175
Verisk Analytics Inc ‘A’ *		9,490		616,470
				8,802,679
Information Technology - 25.3%
Altera Corp		19,040		707,526
Apple Inc		1,661		791,882
Autodesk Inc *		12,260		504,744
Citrix Systems Inc *		10,910		770,355
Cognizant Technology Solutions Corp ‘A’ *		8,650		710,338
eBay Inc *		22,320		1,245,233
EMC Corp		58,660		1,499,350
Facebook Inc ‘A’ *		22,450		1,127,888
FleetCor Technologies Inc *		5,740		632,318
Google Inc ‘A’ *		3,453		3,024,517
Linear Technology Corp		10,070		399,376
LinkedIn Corp ‘A’ *		2,121		521,893
MasterCard Inc ‘A’		2,229		1,499,627
NXP Semiconductors NV (Netherlands) *		6,660		247,819
Oracle Corp		19,250		638,523
PTC Inc *		6,600		187,638
QUALCOMM Inc		18,110		1,219,890
salesforce.com inc *		15,727		816,389
Teradata Corp *		2,790		154,678
TIBCO Software Inc *		7,210		184,504
Visa Inc ‘A’		9,779		1,868,767
VMware Inc ‘A’ *		2,610		211,149
Yahoo! Inc *		12,470		413,505
				19,377,909
Materials - 1.7%
Airgas Inc		4,820		511,161
Monsanto Co		7,832		817,426
				1,328,587
Total Common Stocks (Cost $62,092,363)				73,675,218

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-39

PACIFIC LIFE FUNDS

PL GROWTH FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Shares		Value
SHORT-TERM INVESTMENT - 3.6%
Money Market Fund - 3.6%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		2,719,436		$2,719,436
Total Short-Term Investment (Cost $2,719,436)				2,719,436
TOTAL INVESTMENTS - 99.7% (Cost $64,811,799)				76,394,654
OTHER ASSETS & LIABILITIES, NET - 0.3%				244,979
NET ASSETS - 100.0%				$76,639,633

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Information Technology	25.3%
Consumer Discretionary	23.4%
Health Care	16.5%
Industrials	11.5%
Financials	6.8%
Consumer Staples	5.9%
Energy	5.0%
Short-Term Investment	3.6%
Others (each less than 3.0%)	1.7%
	99.7%
Other Assets & Liabilities, Net	0.3%
	100.0%

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks
	Consumer Discretionary		$17,915,563		$17,358,997		$556,566		$—
	Consumer Staples		4,537,177		3,344,290		1,192,887		—
	Energy		3,866,157		3,866,157		—		—
	Financials		5,204,434		5,204,434		—		—
	Health Care		12,642,712		12,642,712		—		—
	Industrials		8,802,679		8,802,679		—		—
	Information Technology		19,377,909		19,377,909		—		—
	Materials		1,328,587		1,328,587		—		—
			73,675,218		71,925,765		1,749,453		—
	Short-Term Investment		2,719,436		2,719,436		—		—
	Total		$76,394,654		$74,645,201		$1,749,453		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-40

PACIFIC LIFE FUNDS

PL LARGE-CAP GROWTH FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Shares		Value
COMMON STOCKS - 99.6%
Consumer Discretionary - 27.1%
Amazon.com Inc *		18,053		$5,644,090
CarMax Inc *		27,229		1,319,790
Comcast Corp ‘A’		73,664		3,325,930
Expedia Inc		37,229		1,928,090
Liberty Global PLC ‘A’ (United Kingdom) *		45,659		3,623,042
Melco Crown Entertainment Ltd ADR (Cayman) *		64,354		2,048,388
Nike Inc ‘B’		47,231		3,430,860
priceline.com Inc *		3,659		3,699,066
Sirius XM Radio Inc		917,289		3,549,908
The Walt Disney Co		53,558		3,453,955
Time Warner Inc		44,386		2,921,043
Under Armour Inc ‘A’ *		22,719		1,805,024
Viacom Inc ‘B’		54,023		4,515,242
Wynn Resorts Ltd		11,385		1,798,944
				43,063,372
Consumer Staples - 3.4%
Kellogg Co		29,311		1,721,435
Mondelez International Inc ‘A’		50,829		1,597,047
The Estee Lauder Cos Inc ‘A’		29,093		2,033,601
				5,352,083
Energy - 4.6%
Cabot Oil & Gas Corp		41,328		1,542,361
EOG Resources Inc		6,431		1,088,640
FMC Technologies Inc *		43,546		2,413,319
Gulfport Energy Corp *		34,753		2,236,008
				7,280,328
Financials - 4.3%
American International Group Inc		52,002		2,528,857
Discover Financial Services		47,675		2,409,494
Moody’s Corp		26,894		1,891,455
				6,829,806
Health Care - 12.0%
AbbVie Inc		77,068		3,447,252
Allergan Inc		41,337		3,738,932
Catamaran Corp (Canada) *		35,534		1,632,787
Gilead Sciences Inc *		53,185		3,342,145
Regeneron Pharmaceuticals Inc *		5,580		1,745,815
United Therapeutics Corp *		31,412		2,476,836
Valeant Pharmaceuticals International Inc (Canada) *		26,742		2,789,993
				19,173,760
Industrials - 13.5%
Danaher Corp		26,950		1,868,174
Eaton Corp PLC (Ireland)		56,296		3,875,417
Precision Castparts Corp		21,407		4,864,527
Roper Industries Inc		12,353		1,641,343
Union Pacific Corp		19,032		2,956,431
United Rentals Inc *		22,448		1,308,494
United Technologies Corp		30,191		3,255,194
Verisk Analytics Inc ‘A’ *		27,195		1,766,587
				21,536,167
Information Technology - 30.4%
Alliance Data Systems Corp *		9,633		2,037,090
Autodesk Inc *		44,895		1,848,327
Citrix Systems Inc *		30,165		2,129,951
eBay Inc *		70,181		3,915,398
Equinix Inc *		13,192		2,422,711
Facebook Inc ‘A’ *		46,361		2,329,177
Google Inc ‘A’ *		8,814		7,720,271
LinkedIn Corp ‘A’ *		14,286		3,515,213

	Shares		Value
MasterCard Inc ‘A’		2,554		$1,718,280
Pandora Media Inc *		25,235		634,155
ServiceNow Inc *		24,885		1,292,776
SINA Corp (Cayman) *		30,521		2,477,390
Splunk Inc *		51,543		3,094,642
Visa Inc ‘A’		30,905		5,905,945
Yahoo! Inc *		114,968		3,812,339
Yandex NV ‘A’ (Netherlands) *		55,173		2,009,401
Yelp Inc *		23,474		1,553,509
				48,416,575
Materials - 1.0%
Monsanto Co		15,431		1,610,533
Telecommunication Services - 3.3%
Softbank Corp (Japan)		58,100		4,037,796
Vivendi SA (France)		55,329		1,273,351
				5,311,147
Total Common Stocks (Cost $134,283,697)				158,573,771
SHORT-TERM INVESTMENT - 1.1%
Money Market Fund - 1.1%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		1,669,378		1,669,378
Total Short-Term Investment (Cost $1,669,378)				1,669,378
TOTAL INVESTMENTS - 100.7% (Cost $135,953,075)				160,243,149
OTHER ASSETS & LIABILITIES, NET - (0.7%)				(1,104,362	)
NET ASSETS - 100.0%				$159,138,787

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Information Technology	30.4%
Consumer Discretionary	27.1%
Industrials	13.5%
Health Care	12.0%
Energy	4.6%
Financials	4.3%
Consumer Staples	3.4%
Telecommunication Services	3.3%
Others (each less than 3.0%)	2.1%
	100.7%
Other Assets & Liabilities, Net	(0.7%	)
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-41

PACIFIC LIFE FUNDS

PL LARGE-CAP GROWTH FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks
	Consumer Discretionary		$43,063,372		$43,063,372		$—		$—
	Consumer Staples		5,352,083		5,352,083		—		—
	Energy		7,280,328		7,280,328		—		—
	Financials		6,829,806		6,829,806		—		—
	Health Care		19,173,760		19,173,760		—		—
	Industrials		21,536,167		21,536,167		—		—
	Information Technology		48,416,575		48,416,575		—		—
	Materials		1,610,533		1,610,533		—		—
	Telecommunication Services		5,311,147		—		5,311,147		—
			158,573,771		153,262,624		5,311,147		—
	Short-Term Investment		1,669,378		1,669,378		—		—
	Total		$160,243,149		$154,932,002		$5,311,147		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-42

PACIFIC LIFE FUNDS

PL LARGE-CAP VALUE FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Shares		Value
COMMON STOCKS - 97.7%
Consumer Discretionary - 15.4%
DISH Network Corp ‘A’		184,371		$8,298,539
McDonald’s Corp		27,680		2,663,093
SES SA FDR (Luxembourg)		123,527		3,535,622
Target Corp		56,641		3,623,891
The Home Depot Inc		90,511		6,865,259
Time Warner Cable Inc		71,173		7,942,907
Time Warner Inc		156,126		10,274,652
Twenty-First Century Fox Inc ‘A’		290,095		9,718,183
				52,922,146
Consumer Staples - 11.5%
Altria Group Inc		101,324		3,480,479
Anheuser-Busch InBev NV ADR (Belgium)		62,311		6,181,251
CVS Caremark Corp		183,555		10,416,746
Kimberly-Clark Corp		61,126		5,759,292
Lorillard Inc		80,853		3,620,597
Philip Morris International Inc		114,678		9,929,968
				39,388,333
Energy - 9.4%
Chevron Corp		79,024		9,601,416
Exxon Mobil Corp		83,700		7,201,548
Halliburton Co		145,670		7,014,011
Royal Dutch Shell PLC ‘A’ ADR (United Kingdom)		66,265		4,352,285
Suncor Energy Inc (Canada)		115,833		4,144,505
				32,313,765
Financials - 27.8%
American Express Co		107,622		8,127,613
American Tower Corp REIT		59,126		4,383,010
Capital One Financial Corp		66,031		4,538,971
Citigroup Inc		68,729		3,334,044
JPMorgan Chase & Co		256,320		13,249,182
Loews Corp		95,110		4,445,441
Marsh & McLennan Cos Inc		147,390		6,418,835
MetLife Inc		96,031		4,508,655
State Street Corp		137,872		9,065,084
The Bank of New York Mellon Corp		129,167		3,899,552
The Progressive Corp		96,501		2,627,722
The Travelers Cos Inc		80,133		6,792,874
U.S. Bancorp		292,091		10,684,689
Wells Fargo & Co		323,026		13,347,435
				95,423,107
Health Care - 8.9%
Johnson & Johnson		73,758		6,394,081
Merck & Co Inc		143,532		6,833,559
Novartis AG ADR (Switzerland)		52,367		4,017,073
Pfizer Inc		145,571		4,179,343
Teva Pharmaceutical Industries Ltd ADR (Israel)		97,807		3,695,148
WellPoint Inc		65,707		5,493,762
				30,612,966
Industrials - 9.2%
General Electric Co		317,215		7,578,266
Honeywell International Inc		111,500		9,258,960
Illinois Tool Works Inc		93,899		7,161,677
United Technologies Corp		71,252		7,682,391
				31,681,294
Information Technology - 7.5%
International Business Machines Corp		26,908		4,982,823
Microsoft Corp		140,186		4,669,596
Motorola Solutions Inc		88,787		5,272,172
TE Connectivity Ltd (Switzerland)		121,618		6,297,380
Xerox Corp		454,047		4,672,144
				25,894,115

	Shares		Value
Materials - 2.7%
Air Products & Chemicals Inc		40,564		$4,322,905
Crown Holdings Inc *		113,707		4,807,532
				9,130,437
Telecommunication Services - 3.5%
AT&T Inc		99,838		3,376,521
Verizon Communications Inc		67,999		3,172,833
Vodafone Group PLC ADR (United Kingdom)		154,580		5,438,124
				11,987,478
Utilities - 1.8%
Sempra Energy		73,429		6,285,522
Total Common Stocks (Cost $218,889,505)				335,639,163
SHORT-TERM INVESTMENT - 2.2%
Money Market Fund - 2.2%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		7,701,696		7,701,696
Total Short-Term Investment (Cost $7,701,696)				7,701,696
TOTAL INVESTMENTS - 99.9% (Cost $226,591,201)				343,340,859
OTHER ASSETS & LIABILITIES, NET - 0.1%				272,076
NET ASSETS - 100.0%				$343,612,935

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Financials	27.8%
Consumer Discretionary	15.4%
Consumer Staples	11.5%
Energy	9.4%
Industrials	9.2%
Health Care	8.9%
Information Technology	7.5%
Telecommunication Services	3.5%
Others (each less than 3.0%)	6.7%
	99.9%
Other Assets & Liabilities, Net	0.1%
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-43

PACIFIC LIFE FUNDS

PL LARGE-CAP VALUE FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks
	Consumer Discretionary		$52,922,146		$49,386,524		$3,535,622		$—
	Consumer Staples		39,388,333		39,388,333		—		—
	Energy		32,313,765		32,313,765		—		—
	Financials		95,423,107		95,423,107		—		—
	Health Care		30,612,966		30,612,966		—		—
	Industrials		31,681,294		31,681,294		—		—
	Information Technology		25,894,115		25,894,115		—		—
	Materials		9,130,437		9,130,437		—		—
	Telecommunication Services		11,987,478		11,987,478		—		—
	Utilities		6,285,522		6,285,522		—		—
			335,639,163		332,103,541		3,535,622		—
	Short-Term Investment		7,701,696		7,701,696		—		—
	Total		$343,340,859		$339,805,237		$3,535,622		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-44

PACIFIC LIFE FUNDS

PL MAIN STREET^® CORE FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Shares		Value
PREFERRED STOCKS - 0.9%
Consumer Staples - 0.9%
Henkel AG & Co KGaA (Germany)		19,207		$1,979,034
Total Preferred Stocks (Cost $1,528,312)				1,979,034
COMMON STOCKS - 98.0%
Consumer Discretionary - 9.3%
AutoZone Inc *		16,400		6,932,772
Delphi Automotive PLC (United Kingdom)		28,930		1,690,091
Ford Motor Co		161,402		2,722,852
PVH Corp		14,470		1,717,444
The TJX Cos Inc		71,530		4,033,577
Time Warner Inc		66,670		4,387,553
				21,484,289
Consumer Staples - 7.8%
Dr Pepper Snapple Group Inc		24,690		1,106,606
Henkel AG & Co KGaA (Germany)		22,686		2,009,170
Kraft Foods Group Inc		57,375		3,008,745
Mondelez International Inc ‘A’		122,990		3,864,346
Philip Morris International Inc		80,955		7,009,893
The J.M. Smucker Co		10,300		1,081,912
				18,080,672
Energy - 8.9%
Chevron Corp		64,424		7,827,516
National Oilwell Varco Inc		103,540		8,087,509
Noble Energy Inc		71,286		4,776,875
				20,691,900
Financials - 19.1%
American International Group Inc		87,810		4,270,200
CIT Group Inc *		118,930		5,800,216
Citigroup Inc		80,987		3,928,679
CME Group Inc ‘A’		28,210		2,084,155
Discover Financial Services		145,515		7,354,328
JPMorgan Chase & Co		191,230		9,884,679
Lincoln National Corp		34,620		1,453,694
Marsh & McLennan Cos Inc		84,980		3,700,879
McGraw Hill Financial Inc		89,748		5,886,571
				44,363,401
Health Care - 17.5%
AbbVie Inc		50,920		2,277,652
Actavis Inc *		26,440		3,807,360
Allergan Inc		51,340		4,643,703
Covidien PLC (Ireland)		113,710		6,929,487
Express Scripts Holding Co *		118,229		7,304,188
Gilead Sciences Inc *		23,170		1,456,003
Pfizer Inc		116,633		3,348,533
Sanofi (France)		23,100		2,342,539
UnitedHealth Group Inc		60,630		4,341,714
Zoetis Inc		137,210		4,269,975
				40,721,154
Industrials - 10.5%
Canadian National Railway Co (Canada)		63,020		6,388,337
CSX Corp		83,000		2,136,420
L-3 Communications Holdings Inc		13,640		1,288,980
The ADT Corp *		37,162		1,511,007
Towers Watson & Co ‘A’		43,950		4,700,892
Tyco International Ltd (Switzerland)		161,375		5,644,897
United Parcel Service Inc ‘B’		29,866		2,728,856
				24,399,389

	Shares		Value
Information Technology - 20.6%
Amdocs Ltd (United Kingdom)		49,150		$1,800,856
Apple Inc		19,992		9,531,186
Avnet Inc		19,410		809,591
Corning Inc		79,020		1,152,902
eBay Inc *		121,440		6,775,138
Facebook Inc ‘A’ *		82,560		4,147,814
Google Inc ‘A’ *		4,446		3,894,296
International Business Machines Corp		37,400		6,925,732
MasterCard Inc ‘A’		1,970		1,325,377
Microsoft Corp		160,470		5,345,256
QUALCOMM Inc		51,132		3,444,251
Western Digital Corp		40,520		2,568,968
				47,721,367
Materials - 3.0%
Air Products & Chemicals Inc		13,720		1,462,140
PPG Industries Inc		2,860		477,792
Vulcan Materials Co		98,780		5,117,792
				7,057,724
Telecommunication Services - 0.6%
America Movil SAB de CV ‘L’ ADR (Mexico)		75,130		1,488,325
Utilities - 0.7%
Exelon Corp		53,990		1,600,264
Total Common Stocks (Cost $166,724,921)				227,608,485
SHORT-TERM INVESTMENT - 1.6%
Money Market Fund - 1.6%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		3,725,621		3,725,621
Total Short-Term Investment (Cost $3,725,621)				3,725,621
TOTAL INVESTMENTS - 100.5% (Cost $171,978,854)				233,313,140
OTHER ASSETS & LIABILITIES, NET - (0.5%)				(1,096,270	)
NET ASSETS - 100.0%				$232,216,870

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Information Technology	20.6%
Financials	19.1%
Health Care	17.5%
Industrials	10.5%
Consumer Discretionary	9.3%
Energy	8.9%
Consumer Staples	8.7%
Materials	3.0%
Others (each less than 3.0%)	2.9%
	100.5%
Other Assets & Liabilities, Net	(0.5%	)
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-45

PACIFIC LIFE FUNDS

PL MAIN STREET CORE FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Preferred Stocks (1)		$1,979,034		$—		$1,979,034		$—
	Common Stocks
	Consumer Discretionary		21,484,289		21,484,289		—		—
	Consumer Staples		18,080,672		16,071,502		2,009,170		—
	Energy		20,691,900		20,691,900		—		—
	Financials		44,363,401		44,363,401		—		—
	Health Care		40,721,154		38,378,615		2,342,539		—
	Industrials		24,399,389		24,399,389		—		—
	Information Technology		47,721,367		47,721,367		—		—
	Materials		7,057,724		7,057,724		—		—
	Telecommunication Services		1,488,325		1,488,325
	Utilities		1,600,264		1,600,264		—
			227,608,485		223,256,776		4,351,709		—
	Short-Term Investment		3,725,621		3,725,621		—		—
	Total		$233,313,140		$226,982,397		$6,330,743		$—

(1) For equity investments categorized in a single level, refer to the schedule of investments for further industry breakout.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-46

PACIFIC LIFE FUNDS

PL MID-CAP EQUITY FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Shares		Value
COMMON STOCKS - 98.6%
Consumer Discretionary - 23.7%
AutoZone Inc *		1,889		$798,537
Buffalo Wild Wings Inc *		18,335		2,039,219
Cabela’s Inc *		23,005		1,450,005
Chipotle Mexican Grill Inc *		3,132		1,342,688
D.R. Horton Inc		53,054		1,030,839
Discovery Communications Inc ‘C’ *		7,462		582,931
Dollar Tree Inc *		28,355		1,620,772
Expedia Inc		22,600		1,170,454
Fifth & Pacific Cos Inc *		142,473		3,580,346
HomeAway Inc *		32,382		906,696
Life Time Fitness Inc *		18,015		927,232
LKQ Corp *		47,678		1,519,021
Michael Kors Holdings Ltd (United Kingdom) *		14,284		1,064,444
Netflix Inc *		2,996		926,393
Nordstrom Inc		12,187		684,909
Polaris Industries Inc		12,306		1,589,689
priceline.com Inc *		1,655		1,673,122
Ross Stores Inc		44,472		3,237,562
TripAdvisor Inc *		61,469		4,661,808
TRW Automotive Holdings Corp *		52,055		3,712,042
Ulta Salon Cosmetics & Fragrance Inc *		15,535		1,855,811
				36,374,520
Consumer Staples - 7.0%
Darling International Inc *		65,436		1,384,626
Hormel Foods Corp		28,375		1,195,155
Sprouts Farmers Market Inc *		41,899		1,859,897
The Hershey Co		11,395		1,054,038
The J.M. Smucker Co		42,610		4,475,754
Tyson Foods Inc ‘A’		25,203		712,741
				10,682,211
Energy - 12.0%
Bristow Group Inc		10,812		786,681
Cabot Oil & Gas Corp		55,537		2,072,641
Diamondback Energy Inc *		36,743		1,566,722
Energy XXI Ltd (Bermuda)		28,141		849,858
Gulfport Energy Corp *		95,705		6,157,660
Oasis Petroleum Inc *		25,324		1,244,168
Tidewater Inc		48,839		2,895,664
Western Refining Inc		15,881		477,065
WPX Energy Inc *		124,322		2,394,442
				18,444,901
Financials - 17.0%
American Capital Agency Corp REIT		98,104		2,214,207
Arch Capital Group Ltd (Bermuda) *		14,003		757,982
Comerica Inc		62,445		2,454,713
CYS Investments Inc REIT		128,622		1,045,697
KeyCorp		389,752		4,443,173
Lincoln National Corp		83,120		3,490,209
Principal Financial Group Inc		67,477		2,889,365
Reinsurance Group of America Inc		14,232		953,402
Signature Bank *		16,456		1,506,053
The Hartford Financial Services Group Inc		188,519		5,866,711
Validus Holdings Ltd (Bermuda)		12,569		464,802
				26,086,314
Health Care - 5.9%
Acorda Therapeutics Inc *		23,287		798,278
Catamaran Corp (Canada) *		35,910		1,650,065
HMS Holdings Corp *		19,088		410,583
Humana Inc		9,587		894,755
MEDNAX Inc *		13,315		1,336,826
The Cooper Cos Inc		10,659		1,382,366
Universal Health Services Inc ‘B’		8,424		631,716

	Shares		Value
Vertex Pharmaceuticals Inc *		3,840		$291,149
Zimmer Holdings Inc		20,553		1,688,223
				9,083,961
Industrials - 8.6%
AGCO Corp		18,443		1,114,326
Chart Industries Inc *		21,311		2,622,105
Fluor Corp		6,960		493,882
Generac Holdings Inc		42,770		1,823,713
Jacobs Engineering Group Inc *		12,565		731,032
Manpowergroup Inc		22,309		1,622,757
Parker Hannifin Corp		10,259		1,115,358
Textron Inc		74,130		2,046,729
United Rentals Inc *		28,264		1,647,509
				13,217,411
Information Technology - 16.3%
Applied Materials Inc		37,859		664,047
Avago Technologies Ltd (Singapore)		40,315		1,738,383
Avnet Inc		33,884		1,413,302
Computer Sciences Corp		45,084		2,332,646
Cree Inc *		30,201		1,817,798
DST Systems Inc		20,468		1,543,492
FEI Co		8,724		765,967
IAC/InterActiveCorp		58,786		3,213,831
JDS Uniphase Corp *		56,976		838,117
Lam Research Corp *		42,704		2,186,018
Linear Technology Corp		19,577		776,424
MICROS Systems Inc *		18,801		938,922
Skyworks Solutions Inc *		30,028		745,896
Teradata Corp *		17,001		942,535
ValueClick Inc *		21,652		451,444
Yelp Inc *		70,950		4,695,471
				25,064,293
Materials - 4.1%
Agnico Eagle Mines Ltd (Canada)		26,796		709,290
Compass Minerals International Inc		28,868		2,201,762
Kapstone Paper and Packaging Corp		22,528		964,198
Louisiana-Pacific Corp *		91,498		1,609,450
Westlake Chemical Corp		7,470		781,810
				6,266,510
Utilities - 4.0%
Alliant Energy Corp		15,733		779,570
DTE Energy Co		21,897		1,444,764
Questar Corp		176,606		3,971,869
				6,196,203
Total Common Stocks (Cost $127,443,104)				151,416,324
SHORT-TERM INVESTMENT - 1.6%
Money Market Fund - 1.6%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		2,523,426		2,523,426
Total Short-Term Investment (Cost $2,523,426)				2,523,426
TOTAL INVESTMENTS - 100.2% (Cost $129,966,530)				153,939,750
OTHER ASSETS & LIABILITIES, NET - (0.2%)				(326,690	)
NET ASSETS - 100.0%				$153,613,060

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-47

PACIFIC LIFE FUNDS

PL MID-CAP EQUITY FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Consumer Discretionary	23.7%
Financials	17.0%
Information Technology	16.3%
Energy	12.0%
Industrials	8.6%
Consumer Staples	7.0%
Health Care	5.9%
Materials	4.1%
Utilities	4.0%
Others (each less than 3.0%)	1.6%
	100.2%
Other Assets & Liabilities, Net	(0.2%	)
	100.0%

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks (1)		$151,416,324		$151,416,324		$—		$—
	Short-Term Investment		2,523,426		2,523,426		—		—
	Total		$153,939,750		$153,939,750		$—		$—

(1) For equity investments categorized in a single level, refer to the schedule of investments for further industry breakout.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-48

PACIFIC LIFE FUNDS

PL MID-CAP GROWTH FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Shares		Value
COMMON STOCKS - 89.8%
Consumer Discretionary - 20.1%
Aimia Inc (Canada)		45,633		$795,216
Carter’s Inc		25,294		1,919,562
Charter Communications Inc ‘A’ *		5,681		765,572
Dollar Tree Inc *		34,050		1,946,298
Dunkin’ Brands Group Inc		25,576		1,157,570
Groupon Inc *		173,975		1,950,260
Morningstar Inc		13,584		1,076,668
Panera Bread Co ‘A’ *		10,100		1,601,153
Sally Beauty Holdings Inc *		10,711		280,200
Tesla Motors Inc *		10,906		2,109,438
TripAdvisor Inc *		4,906		372,071
Ulta Salon Cosmetics & Fragrance Inc *		6,929		827,738
Under Armour Inc ‘A’ *		4,913		390,338
Wyndham Worldwide Corp		10,891		664,024
				15,856,108
Consumer Staples - 5.7%
McCormick & Co Inc		23,549		1,523,620
Mead Johnson Nutrition Co		27,454		2,038,734
Monster Beverage Corp *		18,546		969,029
				4,531,383
Energy - 1.3%
Range Resources Corp		9,654		732,642
Ultra Petroleum Corp (Canada) *		15,767		324,327
				1,056,969
Financials - 6.8%
Arch Capital Group Ltd (Bermuda) *		29,714		1,608,419
MSCI Inc *		47,011		1,892,663
The Progressive Corp		69,263		1,886,031
				5,387,113
Health Care - 11.3%
athenahealth Inc *		19,005		2,063,183
Endo Health Solutions Inc *		17,617		800,516
Illumina Inc *		35,906		2,902,282
Intuitive Surgical Inc *		5,560		2,092,061
Ironwood Pharmaceuticals Inc ‘A’ *		37,812		448,072
Qualicorp SA (Brazil) *		67,169		610,985
				8,917,099
Industrials - 12.5%
Colfax Corp *		12,651		714,655
Covanta Holding Corp		47,645		1,018,650
Edenred (France)		71,105		2,309,308
IHS Inc ‘A’ *		15,978		1,824,368
Intertek Group PLC (United Kingdom)		35,633		1,905,914
Stericycle Inc *		8,953		1,033,176
Verisk Analytics Inc ‘A’ *		16,534		1,074,049
				9,880,120
Information Technology - 28.0%
3D Systems Corp *		9,680		522,623
Akamai Technologies Inc *		43,483		2,248,071
First Solar Inc *		24,621		990,010
FleetCor Technologies Inc *		6,942		764,731
Gartner Inc *		32,270		1,936,200
LinkedIn Corp ‘A’ *		8,226		2,024,090
Mail.ru Group Ltd GDR (United Kingdom) ~		11,257		428,667
MercadoLibre Inc		5,350		721,769
Motorola Solutions Inc		38,286		2,273,423
NetSuite Inc *		7,280		785,803
Qihoo 360 Technology Co Ltd ADR (Cayman) *		16,758		1,394,266
ServiceNow Inc *		9,707		504,279
SINA Corp (Cayman) *		5,530		448,870

	Shares		Value
Solera Holdings Inc		39,879		$2,108,403
Splunk Inc *		9,811		589,052
Workday Inc ‘A’ *		9,958		805,901
Yandex NV ‘A’ (Netherlands) *		56,191		2,046,476
Youku Tudou Inc ADR (Cayman) *		38,462		1,053,859
Zynga Inc ‘A’ *		118,881		437,482
				22,083,975
Materials - 2.9%
Martin Marietta Materials Inc		15,532		1,524,776
Rockwood Holdings Inc		10,742		718,640
				2,243,416
Utilities - 1.2%
Brookfield Infrastructure Partners LP (Bermuda)		25,316		962,514
Total Common Stocks (Cost $51,596,768)				70,918,697
SHORT-TERM INVESTMENT - 9.9%
Money Market Fund - 9.9%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		7,807,665		7,807,665
Total Short-Term Investment (Cost $7,807,665)				7,807,665
TOTAL INVESTMENTS - 99.7% (Cost $59,404,433)				78,726,362
OTHER ASSETS & LIABILITIES, NET - 0.3%				210,390
NET ASSETS - 100.0%				$78,936,752

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Information Technology	28.0%
Consumer Discretionary	20.1%
Industrials	12.5%
Health Care	11.3%
Short-Term Investment	9.9%
Financials	6.8%
Consumer Staples	5.7%
Others (each less than 3.0%)	5.4%
	99.7%
Other Assets & Liabilities, Net	0.3%
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-49

PACIFIC LIFE FUNDS

PL MID-CAP GROWTH FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks
	Consumer Discretionary		$15,856,108		$15,856,108		$—		$—
	Consumer Staples		4,531,383		4,531,383		—		—
	Energy		1,056,969		1,056,969		—		—
	Financials		5,387,113		5,387,113		—		—
	Health Care		8,917,099		8,306,114		610,985		—
	Industrials		9,880,120		5,664,898		4,215,222		—
	Information Technology		22,083,975		22,083,975		—		—
	Materials		2,243,416		2,243,416		—		—
	Utilities		962,514		962,514		—		—
			70,918,697		66,092,490		4,826,207		—
	Short-Term Investment		7,807,665		7,807,665		—		—
	Total		$78,726,362		$73,900,155		$4,826,207		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-50

PACIFIC LIFE FUNDS

PL SMALL-CAP GROWTH FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Shares		Value
COMMON STOCKS - 95.3%
Consumer Discretionary - 17.4%
American Axle & Manufacturing Holdings Inc *		18,550		$365,806
ANN Inc *		15,900		575,898
Brunswick Corp		12,050		480,915
Buffalo Wild Wings Inc *		3,100		344,782
Dana Holding Corp		18,650		425,966
Domino’s Pizza Inc		9,900		672,705
DSW Inc ‘A’		5,050		430,866
Fifth & Pacific Cos Inc *		26,200		658,406
Five Below Inc *		11,350		496,562
Grand Canyon Education Inc *		12,602		507,609
Life Time Fitness Inc *		8,770		451,392
Lions Gate Entertainment Corp (Canada) *		13,150		460,908
Lumber Liquidators Holdings Inc *		3,850		410,602
Nexstar Broadcasting Group Inc ‘A’		10,950		487,330
Pier 1 Imports Inc		25,150		490,928
Six Flags Entertainment Corp		17,150		579,499
Sotheby’s		5,950		292,324
Taylor Morrison Home Corp ‘A’ *		19,000		430,350
The Children’s Place *		6,380		369,147
Tile Shop Holdings Inc *		8,400		247,716
Tupperware Brands Corp		5,775		498,787
Wolverine World Wide Inc		6,000		349,380
				10,027,878
Consumer Staples - 3.2%
B&G Foods Inc		16,700		576,985
The Fresh Market Inc *		5,250		248,377
The Hain Celestial Group Inc *		6,085		469,275
United Natural Foods Inc *		7,900		531,038
				1,825,675
Energy - 4.0%
Approach Resources Inc *		18,950		498,006
Berry Petroleum Co ‘A’		10,150		437,769
Bristow Group Inc		3,950		287,402
Northern Oil & Gas Inc *		40,760		588,167
Rosetta Resources Inc *		9,750		530,985
				2,342,329
Financials - 6.7%
DuPont Fabros Technology Inc REIT		13,100		337,587
Financial Engines Inc		9,700		576,568
Fortress Investment Group LLC ‘A’		62,300		494,662
FXCM Inc ‘A’		14,900		294,275
Jones Lang LaSalle Inc		5,100		445,230
MGIC Investment Corp *		38,000		276,640
Portfolio Recovery Associates Inc *		5,850		350,649
Sovran Self Storage Inc REIT		4,250		321,640
Synovus Financial Corp		185,400		611,820
WisdomTree Investments Inc *		14,500		168,345
				3,877,416
Health Care - 18.6%
ACADIA Pharmaceuticals Inc *		13,550		372,218
Acorda Therapeutics Inc *		9,800		335,944
Aegerion Pharmaceuticals Inc *		2,150		184,276
Align Technology Inc *		12,450		599,094
Alkermes PLC (Ireland) *		16,400		551,368
athenahealth Inc *		4,050		439,668
Auxilium Pharmaceuticals Inc *		14,053		256,186
Celldex Therapeutics Inc *		8,100		286,983
Centene Corp *		2,250		143,910
Cepheid Inc *		12,000		468,480
Charles River Laboratories International Inc *		8,200		379,332
Cubist Pharmaceuticals Inc *		5,250		333,637
Endologix Inc *		31,250		504,062

	Shares		Value
HealthSouth Corp		16,050		$553,404
HMS Holdings Corp *		13,974		300,581
Insulet Corp *		15,920		576,941
Molina Healthcare Inc *		13,850		493,060
NxStage Medical Inc *		20,500		269,780
Orexigen Therapeutics Inc *		31,500		193,410
PAREXEL International Corp *		5,825		292,590
Portola Pharmaceuticals Inc *		9,500		254,125
Questcor Pharmaceuticals Inc		5,400		313,200
Synageva BioPharma Corp *		5,600		354,536
Team Health Holdings Inc *		13,650		517,881
TearLab Corp *		13,250		146,545
Theravance Inc *		7,300		298,497
Thoratec Corp *		10,120		377,375
ViroPharma Inc *		10,250		402,825
Wright Medical Group Inc *		19,500		508,560
				10,708,468
Industrials - 13.8%
A.O. Smith Corp		13,550		612,460
Actuant Corp ‘A’		13,745		533,856
Acuity Brands Inc		4,800		441,696
Alaska Air Group Inc		7,300		457,126
Beacon Roofing Supply Inc *		16,000		589,920
Chart Industries Inc *		2,850		350,664
Esterline Technologies Corp *		4,330		345,924
Hexcel Corp *		15,300		593,640
Hub Group Inc ‘A’ *		11,250		441,337
On Assignment Inc *		19,700		650,100
Primoris Services Corp		18,800		478,836
RBC Bearings Inc *		4,915		323,849
Swift Transportation Co *		23,403		472,507
The ExOne Co *		8,750		372,750
The Middleby Corp *		2,250		470,047
United Rentals Inc *		6,050		352,655
Watts Water Technologies Inc ‘A’		8,450		476,327
				7,963,694
Information Technology - 25.4%
Applied Micro Circuits Corp *		23,800		307,020
ARRIS Group Inc *		14,400		245,664
Aruba Networks Inc *		23,700		394,368
Aspen Technology Inc *		17,800		614,990
Belden Inc		2,700		172,935
BroadSoft Inc *		9,600		345,888
Cadence Design Systems Inc *		39,600		534,600
Cognex Corp		16,064		503,767
CommVault Systems Inc *		6,500		570,895
Control4 Corp *		8,100		140,292
Cornerstone OnDemand Inc *		11,800		606,992
CoStar Group Inc *		3,500		587,650
Cyan Inc *		24,852		249,763
Cypress Semiconductor Corp *		32,950		307,753
DealerTrack Technologies Inc *		14,250		610,470
Demandware Inc *		6,100		282,613
E2open Inc *		16,450		368,480
FEI Co		4,700		412,660	��
Finisar Corp *		17,100		386,973
Fortinet Inc *		15,400		312,004
Intersil Corp ‘A’		26,900		302,087
InterXion Holding NV (Netherlands) *		16,300		362,512
MAXIMUS Inc		11,150		502,196
Microsemi Corp *		22,850		554,112
Millennial Media Inc *		19,250		136,098
OpenTable Inc *		5,450		381,391
OSI Systems Inc *		6,150		457,991
Ruckus Wireless Inc *		24,490		412,167
Semtech Corp *		12,650		379,374
ServiceSource International Inc *		22,850		276,028
Synchronoss Technologies Inc *		13,850		527,131

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-51

PACIFIC LIFE FUNDS

PL SMALL-CAP GROWTH FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Shares		Value
Textura Corp *		8,350		$359,718
The Ultimate Software Group Inc *		3,500		515,900
Trulia Inc *		12,150		571,415
VistaPrint NV (Netherlands) *		7,250		409,770
WEX Inc *		6,365		558,529
				14,662,196
Materials - 5.2%
Berry Plastics Group Inc *		23,000		459,310
Chemtura Corp *		21,950		504,630
Cytec Industries Inc		5,400		439,344
Eagle Materials Inc		7,200		522,360
Louisiana-Pacific Corp *		26,250		461,737
PolyOne Corp		19,525		599,613
				2,986,994
Telecommunication Services - 1.0%
Cogent Communications Group Inc		17,850		575,662
Total Common Stocks (Cost $39,886,243)				54,970,312
SHORT-TERM INVESTMENT - 4.2%
Money Market Fund - 4.2%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		2,431,441		2,431,441
Total Short-Term Investment (Cost $2,431,441)				2,431,441
TOTAL INVESTMENTS - 99.5% (Cost $42,317,684)				57,401,753
OTHER ASSETS & LIABILITIES, NET - 0.5%				287,969
NET ASSETS - 100.0%				$57,689,722

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Information Technology	25.4%
Health Care	18.6%
Consumer Discretionary	17.4%
Industrials	13.8%
Financials	6.7%
Materials	5.2%
Short-Term Investment	4.2%
Energy	4.0%
Consumer Staples	3.2%
Others (each less than 3.0%)	1.0%
	99.5%
Other Assets & Liabilities, Net	0.5%
	100.0%

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013		Level 1 Quoted Price		Level 2 Significant Observable Input		Level 3 Significant Unobservable Input
Assets	Common Stocks (1)		$54,970,312		$54,970,312		$—		$—
	Short-Term Investment		2,431,441		2,431,441		—		—
	Total		$57,401,753		57,401,753		$—		$—

(1) For equity investments categorized in a single level, refer to the schedule of investments for further industry breakout.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-52

PACIFIC LIFE FUNDS

PL SMALL-CAP VALUE FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Shares		Value
COMMON STOCKS - 95.0%
Consumer Discretionary - 8.9%
Aaron’s Inc		38,400		$1,063,680
Cinemark Holdings Inc		43,300		1,374,342
Cracker Barrel Old Country Store Inc		13,214		1,364,213
Group 1 Automotive Inc		17,000		1,320,560
Hillenbrand Inc		25,719		703,929
International Game Technology		84,437		1,598,392
Meredith Corp		27,790		1,323,360
Rent-A-Center Inc		9,602		365,836
Sonic Automotive Inc ‘A’		15,400		366,520
Sturm Ruger & Co Inc		16,965		1,062,518
The Buckle Inc		26,335		1,423,407
				11,966,757
Consumer Staples - 5.4%
Cal-Maine Foods Inc		19,100		918,710
Casey’s General Stores Inc		10,591		778,438
Harris Teeter Supermarkets Inc		23,800		1,170,722
Ingredion Inc		24,500		1,621,165
The Andersons Inc		19,809		1,384,649
Universal Corp		23,200		1,181,576
Weis Markets Inc		6,300		308,322
				7,363,582
Energy - 12.3%
Alliance Resource Partners LP		9,800		726,474
Berry Petroleum Co ‘A’		28,200		1,216,266
Bristow Group Inc		26,500		1,928,140
Calumet Specialty Products Partners LP		13,700		373,873
Cimarex Energy Co		9,600		925,440
CVR Energy Inc		29,200		1,124,784
Delek US Holdings Inc		9,300		196,137
Energen Corp		25,900		1,978,501
Ensign Energy Services Inc (Canada)		32,065		549,125
Precision Drilling Corp (Canada)		151,000		1,497,920
ShawCor Ltd (Canada)		18,578		783,485
Ship Finance International Ltd (Bermuda)		62,457		953,718
Tidewater Inc		25,800		1,529,682
Western Refining Inc		41,160		1,236,446
World Fuel Services Corp		43,900		1,637,909
				16,657,900
Financials - 19.7%
Allied World Assurance Co Holdings AG (Switzerland)		6,151		611,348
American Financial Group Inc		25,000		1,351,500
American Realty Capital Properties Inc REIT		78,242		954,552
AmTrust Financial Services Inc		25,613		1,000,444
Canadian Western Bank (Canada)		25,532		766,419
Cardinal Financial Corp		23,000		380,190
Cash America International Inc		27,506		1,245,472
Community Trust Bancorp Inc		4,300		174,537
First American Financial Corp		61,300		1,492,655
First Horizon National Corp		111,040		1,220,330
First Interstate Bancsystem Inc		5,524		133,405
First Niagara Financial Group Inc		131,700		1,365,729
FirstMerit Corp		13,522		293,563
Franklin Street Properties Corp REIT		47,000		598,780
Fulton Financial Corp		109,768		1,282,090
Hatteras Financial Corp REIT		32,800		613,688
Home Loan Servicing Solutions Ltd (Cayman)		51,000		1,122,510
Lakeland Financial Corp		4,962		162,009
Montpelier Re Holdings Ltd (Bermuda)		20,009		521,234
Old National Bancorp		52,900		751,180
Omega Healthcare Investors Inc REIT		37,400		1,117,138
Prosperity Bancshares Inc		21,500		1,329,560
Protective Life Corp		32,216		1,370,791

	Shares		Value
Raymond James Financial Inc		26,800		$1,116,756
Retail Properties of America Inc ‘A’ REIT		63,544		873,730
Starwood Property Trust Inc REIT		48,500		1,162,545
Susquehanna Bancshares Inc		87,500		1,098,125
Symetra Financial Corp		12,077		215,212
Tompkins Financial Corp		4,000		184,880
Trustmark Corp		37,006		947,354
Washington Federal Inc		48,931		1,011,893
WesBanco Inc		7,129		211,945
				26,681,564
Health Care - 6.0%
Owens & Minor Inc		38,700		1,338,633
PerkinElmer Inc		42,650		1,610,037
STERIS Corp		36,853		1,583,205
Teleflex Inc		18,000		1,481,040
The Cooper Cos Inc		14,800		1,919,412
The Ensign Group Inc		3,783		155,519
				8,087,846
Industrials - 18.7%
Alliant Techsystems Inc		19,800		1,931,688
Applied Industrial Technologies Inc		10,500		540,750
AZZ Inc		10,136		424,293
Crane Co		27,600		1,702,092
Cubic Corp		9,400		504,592
Curtiss-Wright Corp		32,900		1,544,984
Elbit Systems Ltd (Israel)		6,300		336,861
Ennis Inc		14,300		257,972
GATX Corp		28,645		1,361,210
ITT Corp		44,723		1,607,792
KBR Inc		35,100		1,145,664
Kennametal Inc		34,200		1,559,520
Standex International Corp		5,167		306,920
TAL International Group Inc		21,600		1,009,368
Textainer Group Holdings Ltd (Bermuda)		16,049		607,776
The Babcock & Wilcox Co		43,119		1,453,973
The Brink’s Co		34,900		987,670
Titan International Inc		37,800		553,392
Trinity Industries Inc		36,317		1,646,976
Triumph Group Inc		23,000		1,615,060
UniFirst Corp		7,100		741,382
United Stationers Inc		3,695		160,732
Valmont Industries Inc		11,900		1,653,029
Werner Enterprises Inc		40,560		946,265
Westjet Airlines Ltd (Canada)		30,400		730,450
				25,330,411
Information Technology - 6.3%
AVX Corp		22,600		296,738
Belden Inc		30,800		1,972,740
Broadridge Financial Solutions Inc		43,341		1,376,077
Fair Isaac Corp		18,892		1,044,350
j2 Global Inc		23,727		1,174,961
Jabil Circuit Inc		51,200		1,110,016
Mentor Graphics Corp		63,702		1,488,716
				8,463,598
Materials - 14.5%
A. Schulman Inc		22,000		648,120
AMCOL International Corp		13,281		434,023
Cabot Corp		33,300		1,422,243
Commercial Metals Co		89,140		1,510,923
HudBay Minerals Inc (Canada)		103,972		850,914
Innophos Holdings Inc		18,900		997,542
Methanex Corp (Canada)		36,500		1,871,355
Neenah Paper Inc		15,200		597,512
NewMarket Corp		4,700		1,353,177
Olin Corp		60,400		1,393,428
Rentech Nitrogen Partners LP		18,276		448,127

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-53

PACIFIC LIFE FUNDS

PL SMALL-CAP VALUE FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Shares		Value
Rock-Tenn Co ‘A’		10,800		$1,093,716
Royal Gold Inc		25,230		1,227,692
Sensient Technologies Corp		31,900		1,527,691
Silgan Holdings Inc		15,810		743,070
Sonoco Products Co		38,270		1,490,234
Steel Dynamics Inc		86,200		1,440,402
Stepan Co		9,727		561,540
				19,611,709
Utilities - 3.2%
El Paso Electric Co		20,240		676,016
Great Plains Energy Inc		54,200		1,203,240
IDACORP Inc		25,733		1,245,477
UGI Corp		29,500		1,154,335
				4,279,068
Total Common Stocks (Cost $96,516,699)				128,442,435
SHORT-TERM INVESTMENT - 5.9%
Money Market Fund - 5.9%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		7,947,933		7,947,933
Total Short-Term Investment (Cost $7,947,933)				7,947,933
TOTAL INVESTMENTS - 100.9% (Cost $104,464,632)				136,390,368
OTHER ASSETS & LIABILITIES, NET - (0.9%)				(1,174,515	)
NET ASSETS - 100.0%				$135,215,853

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Financials	19.7%
Industrials	18.7%
Materials	14.5%
Energy	12.3%
Consumer Discretionary	8.9%
Information Technology	6.3%
Health Care	6.0%
Short-Term Investment	5.9%
Consumer Staples	5.4%
Utilities	3.2%
	100.9%
Other Assets & Liabilities, Net	(0.9%	)
	100.0%

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks (1)		$128,442,435		$128,442,435		$—		$—
	Short-Term Investment		7,947,933		7,947,933		—		—
	Total		$136,390,368		$136,390,368		$—		$—

(1) For equity investments categorized in a single level, refer to the schedule of investments for further industry breakout.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-54

PACIFIC LIFE FUNDS

PL REAL ESTATE FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Shares		Value
COMMON STOCKS - 96.1%
Consumer Discretionary - 2.1%
Starwood Hotels & Resorts Worldwide Inc		19,284		$1,281,422
Financials - 94.0%
Acadia Realty Trust REIT		10,133		250,082
Alexandria Real Estate Equities Inc REIT		9,210		588,058
American Campus Communities Inc REIT		9,930		339,109
American Homes 4 Rent ‘A’ * REIT		4,290		69,283
Apartment Investment & Management Co ‘A’ REIT		706		19,726
Ashford Hospitality Trust Inc REIT		24,620		303,811
AvalonBay Communities Inc REIT		28,109		3,572,373
Boston Properties Inc REIT		21,789		2,329,244
Brookfield Office Properties Inc (Canada)		27,194		518,590
Camden Property Trust REIT		19,054		1,170,678
CBL & Associates Properties Inc REIT		5,300		101,230
Cole Real Estate Investment Inc REIT		59,018		723,561
Cousins Properties Inc REIT		42,338		435,658
DCT Industrial Trust Inc REIT		110,440		794,064
DDR Corp REIT		23,560		370,128
Digital Realty Trust Inc REIT		9,470		502,857
Duke Realty Corp REIT		32,180		496,859
Equity Lifestyle Properties Inc REIT		25,468		870,242
Equity Residential REIT		107,345		5,750,472
Essex Property Trust Inc REIT		1,820		268,814
Federal Realty Investment Trust REIT		5,758		584,149
Forest City Enterprises Inc ‘A’ *		51,033		966,565
General Growth Properties Inc REIT		123,093		2,374,464
HCP Inc REIT		72,252		2,958,719
Health Care REIT Inc		9,340		582,629
Healthcare Realty Trust Inc REIT		28,969		669,474
Host Hotels & Resorts Inc REIT		232,982		4,116,792
Hudson Pacific Properties Inc REIT		19,310		375,579
Lexington Realty Trust REIT		2,730		30,658
Liberty Property Trust REIT		5,740		204,344
Mack-Cali Realty Corp REIT		39,085		857,525
National Retail Properties Inc REIT		12,520		398,386
Plum Creek Timber Co Inc REIT		2,389		111,877
Prologis Inc REIT		33,022		1,242,288
PS Business Parks Inc REIT		3,621		270,199
Public Storage REIT		19,887		3,192,858
Regency Centers Corp REIT		47,346		2,289,179
Retail Opportunity Investments Corp REIT		8,463		116,959
Rexford Industrial Realty Inc *		6,000		81,060

	Shares		Value
Senior Housing Properties Trust REIT		35,533		$829,340
Simon Property Group Inc REIT		58,997		8,745,125
Sovran Self Storage Inc REIT		1,042		78,858
Taubman Centers Inc REIT		6,844		460,670
Terreno Realty Corp REIT		476		8,454
The Macerich Co REIT		24,335		1,373,467
Ventas Inc REIT		22,970		1,412,655
Vornado Realty Trust REIT		43,706		3,673,926
Winthrop Realty Trust REIT		5,081		56,653
				57,537,691
Total Common Stocks (Cost $40,547,396)				58,819,113
SHORT-TERM INVESTMENT - 4.3%
Money Market Fund - 4.3%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		2,655,580		2,655,580
Total Short-Term Investment (Cost $2,655,580)				2,655,580
TOTAL INVESTMENTS - 100.4% (Cost $43,202,976)				61,474,693
OTHER ASSETS & LIABILITIES, NET - (0.4%)				(271,246	)
NET ASSETS - 100.0%				$61,203,447

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified by property sector as a percentage of net assets as follows:

Retail	29.1%
Specialized	23.3%
Residential	19.7%
Diversified	8.4%
Office	7.6%
Industrial	3.5%
Others (each less than 3.0%)	4.5%
	96.1%
Short-Term Investment	4.3%
Other Assets & Liabilities, Net	(0.4%	)
	100.0%

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks (1)		$58,819,113		$58,819,113		$—		$—
	Short-Term Investment		2,655,580		2,655,580		—		—
	Total		$61,474,693		$61,474,693		$—		$—

(1) For equity investments categorized in a single level, refer to the schedule of investments for further industry breakout.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-55

PACIFIC LIFE FUNDS

PL EMERGING MARKETS FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Shares		Value
PREFERRED STOCKS - 5.3%
Brazil - 3.9%
Banco Bradesco SA ADR		78,110		$1,084,167
Cia de Bebidas das Americas ADR *		12,500		479,375
Lojas Americanas SA		243,446		1,793,743
Petroleo Brasileiro SA ADR		122,700		2,052,771
				5,410,056
Colombia - 1.4%
Banco Davivienda SA		48,227		640,062
Bancolombia SA ADR		10,680		614,527
Cementos Argos SA		118,293		620,540
				1,875,129
Total Preferred Stocks (Cost $6,412,285)				7,285,185
COMMON STOCKS - 88.6%
Bermuda - 0.6%
Jardine Strategic Holdings Ltd		23,008		779,107
Brazil - 6.5%
B2W Cia Digital *		42,681		274,423
BM&FBovespa SA		381,016		2,138,627
Diagnosticos da America SA		100,800		531,221
Embraer SA ADR		28,680		931,240
Estacio Participacoes SA		148,400		1,152,355
Kroton Educacional SA		74,077		1,054,518
MRV Engenharia e Participacoes SA		127,800		520,703
Natura Cosmeticos SA		74,700		1,676,815
Sul America SA		103,235		738,759
				9,018,661
Cayman - 15.4%
Baidu Inc ADR *		46,470		7,211,214
Ctrip.com International Ltd ADR *		30,370		1,774,519
Eurasia Drilling Co Ltd GDR (LI) ~		15,310		608,190
Home Inns & Hotels Management Inc ADR *		16,750		556,100
NetEase Inc ADR		5,630		408,794
New Oriental Education & Technology Group ADR		71,710		1,785,579
SOHO China Ltd		767,000		660,216
Tencent Holdings Ltd		79,600		4,181,146
Tingyi Holding Corp		762,000		2,021,968
Want Want China Holdings Ltd		889,000		1,349,545
Youku Tudou Inc ADR *		28,220		773,228
				21,330,499
Chile - 1.0%
Cencosud SA		311,954		1,393,055
China - 1.7%
China Oilfield Services Ltd ‘H’		174,000		435,814
Shandong Weigao Group Medical Polymer Co Ltd ‘H’		657,000		644,429
Sinopharm Group Co Ltd ‘H’		348,600		874,155
Tsingtao Brewery Co Ltd ‘H’		56,000		425,308
				2,379,706
Colombia - 1.0%
Almacenes Exito SA		40,694		701,897
Almacenes Exito SA GDR ~		42,000		725,739
				1,427,636
Denmark - 1.8%
Carlsberg AS ‘B’		24,765		2,551,028

	Shares		Value
Egypt - 0.4%
Commercial International Bank SAE		111,203		$617,167
France - 1.2%
LVMH Moet Hennessy Louis Vuitton SA		3,700		729,212
Pernod-Ricard SA		7,570		940,554
				1,669,766
Hong Kong - 4.8%
AIA Group Ltd		291,000		1,369,946
CNOOC Ltd		813,000		1,643,082
Hang Lung Group Ltd		103,000		549,470
Hang Lung Properties Ltd		620,000		2,108,127
Hong Kong Exchanges & Clearing Ltd		60,586		970,252
				6,640,877
India - 12.1%
Ambuja Cements Ltd		200,772		584,995
Apollo Hospitals Enterprise Ltd		42,074		625,153
Asian Paints Ltd		73,440		538,394
Cipla Ltd		114,906		794,592
Colgate-Palmolive India Ltd		26,652		528,274
DLF Ltd		273,263		558,129
HDFC Bank Ltd ADR		28,790		886,156
Hindustan Unilever Ltd		57,793		578,837
Housing Development Finance Corp		226,563		2,762,931
ICICI Bank Ltd ADR		48,630		1,482,242
Infosys Ltd		49,835		2,399,299
Marico Ltd		99,610		350,025
Sun Pharmaceutical Industries Ltd		49,839		473,002
Tata Consultancy Services Ltd		41,363		1,273,945
Ultratech Cement Ltd		33,803		976,246
United Spirits Ltd		14,811		600,953
Zee Entertainment Enterprises Ltd		353,489		1,289,386
				16,702,559
Indonesia - 1.8%
P.T. Astra International Tbk		2,861,000		1,595,270
P.T. Indocement Tunggal Prakarsa Tbk		170,000		263,820
P.T. Semen Indonesia Persero Tbk		235,000		264,141
P.T. Unilever Indonesia Tbk		120,500		314,120
				2,437,351
Italy - 2.2%
Prada SPA		184,600		1,791,251
Saipem SPA		30,424		661,538
Salvatore Ferragamo Italia SPA		16,749		577,800
				3,030,589
Luxembourg - 1.7%
Tenaris SA ADR		49,260		2,304,383
Malaysia - 1.2%
Genting Bhd		507,800		1,620,838
Mexico - 4.7%
America Movil SAB de CV ‘L’ ADR		114,070		2,259,727
Fomento Economico Mexicano SAB de CV		159,529		1,547,819
Grupo Financiero Banorte SAB de CV ‘O’		63,350		394,731
Grupo Financiero Inbursa SAB de CV ‘O’		310,579		709,447
Grupo Televisa SAB ADR		59,380		1,659,671
				6,571,395
Netherlands - 3.2%
Heineken NV		21,737		1,539,288
Yandex NV ‘A’ *		78,740		2,867,711
				4,406,999

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-56

PACIFIC LIFE FUNDS

PL EMERGING MARKETS FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Shares		Value
Nigeria - 0.9%
Guaranty Trust Bank PLC		1,845,063		$287,156
Nigerian Breweries PLC		579,058		592,433
Zenith Bank PLC		2,410,358		298,614
				1,178,203
Panama - 0.2%
InRetail Peru Corp *		17,400		291,450
Philippines - 2.0%
Jollibee Foods Corp		192,060		739,277
SM Investments Corp		59,005		1,058,181
SM Prime Holdings Inc		2,733,070		1,006,862
				2,804,320
Russia - 4.4%
Magnit OJSC (RTS)		11,284		2,860,222
NovaTek OAO GDR (LI)		24,100		3,187,482
				6,047,704
Singapore - 0.4%
CapitaMalls Asia Ltd		381,000		593,964
South Africa - 1.2%
MTN Group Ltd		71,534		1,403,527
Shoprite Holdings Ltd		18,586		307,693
				1,711,220
South Korea - 2.7%
Naver Corp		5,717		2,965,731
NHN Entertainment Corp *		2,125		233,326
Shinsegae Co Ltd		2,632		566,011
				3,765,068
Switzerland - 1.0%
Cie Financiere Richemont SA		14,436		1,442,691
Taiwan - 1.7%
Taiwan Semiconductor Manufacturing Co Ltd		671,995		2,284,855
Thailand - 0.8%
CP ALL PCL		930,300		1,048,372
Turkey - 2.5%
Anadolu Efes Biracilik Ve Malt Sanayii AS		54,421		630,546
BIM Birlesik Magazalar AS		32,321		665,821
Haci Omer Sabanci Holding AS		315,773		1,526,756
Turkiye Garanti Bankasi AS		156,413		616,791
				3,439,914
United Arab Emirates - 0.9%
DP World Ltd		12,901		208,351
DP World Ltd (LI)		64,894		1,050,575
				1,258,926
United Kingdom - 7.9%
Anglo American PLC		60,282		1,482,394
BG Group PLC		68,390		1,308,027
Diageo PLC		25,740		817,935
Genel Energy PLC *		33,860		515,448
Glencore Xstrata PLC *		337,150		1,833,590
SABMiller PLC		31,170		1,590,714
Tullow Oil PLC		123,940		2,054,037
Unilever PLC		35,864		1,385,477
				10,987,622

	Shares		Value
United States - 0.7%
MercadoLibre Inc		7,130		$961,908
Total Common Stocks (Cost $96,083,746)				122,697,833
EQUITY-LINKED STRUCTURED SECURITIES - 0.1%
Vietnam - 0.1%
Vietnam Dairy Product JSC Exp. 01/29/14 *		27,000		180,320
Total Equity-Linked Structured Securities (Cost $134,689)				180,320
SHORT-TERM INVESTMENT - 5.7%
Money Market Fund - 5.7%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		7,840,088		7,840,088
Total Short-Term Investment (Cost $7,840,088)				7,840,088
TOTAL INVESTMENTS - 99.7% (Cost $110,470,808)				138,003,426
OTHER ASSETS & LIABILITIES, NET - 0.3%				417,475
NET ASSETS - 100.0%				$138,420,901

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Consumer Staples	19.1%
Information Technology	18.5%
Financials	17.5%
Consumer Discretionary	15.1%
Energy	10.7%
Short-Term Investment	5.7%
Materials	4.7%
Others (each less than 3.0%)	8.4%
	99.7%
Other Assets & Liabilities, Net	0.3%
	100.0%

(b) As of September 30, 2013, the fund was diversified by geographical region as a percentage of net assets as follows:

Cayman	15.4%
India	12.1%
Brazil	10.4%
United Kingdom	7.9%
United States (Includes Short-Term Investment)	6.4%
Hong Kong	4.8%
Mexico	4.7%
Russia	4.4%
Netherlands	3.2%
Others (each less than 3.0%)	30.4%
	99.7%
Other Assets & Liabilities, Net	0.3%
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-57

PACIFIC LIFE FUNDS

PL EMERGING MARKETS FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

(c) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Preferred Stocks (1)		$7,285,185		$7,285,185		$—		$—
	Common Stocks
	Bermuda		779,107		—		779,107		—
	Brazil		9,018,661		9,018,661		—		—
	Cayman		21,330,499		13,117,624		8,212,875		—
	Chile		1,393,055		1,393,055		—		—
	China		2,379,706		—		2,379,706		—
	Colombia		1,427,636		701,897		725,739		—
	Denmark		2,551,028		—		2,551,028		—
	Egypt		617,167		—		617,167		—
	France		1,669,766		—		1,669,766		—
	Hong Kong		6,640,877		—		6,640,877		—
	India		16,702,559		2,368,398		14,334,161		—
	Indonesia		2,437,351		—		2,437,351		—
	Italy		3,030,589		—		3,030,589		—
	Luxembourg		2,304,383		2,304,383		—		—
	Malaysia		1,620,838		—		1,620,838		—
	Mexico		6,571,395		6,571,395		—		—
	Netherlands		4,406,999		2,867,711		1,539,288		—
	Nigeria		1,178,203		1,178,203		—		—
	Panama		291,450		291,450		—		—
	Philippines		2,804,320		—		2,804,320		—
	Russia		6,047,704		—		6,047,704		—
	Singapore		593,964		—		593,964		—
	South Africa		1,711,220		—		1,711,220		—
	South Korea		3,765,068		233,326		3,531,742		—
	Switzerland		1,442,691		—		1,442,691		—
	Taiwan		2,284,855		—		2,284,855		—
	Thailand		1,048,372		—		1,048,372		—
	Turkey		3,439,914		—		3,439,914		—
	United Arab Emirates		1,258,926		1,258,926		—		—
	United Kingdom		10,987,622		—		10,987,622		—
	United States		961,908		961,908		—		—
			122,697,833		42,266,937		80,430,896		—
	Equity-Linked Structured Securities		180,320		—		180,320		—
	Short-Term Investment		7,840,088		7,840,088		—		—
	Total		$138,003,426		$57,392,210		$80,611,216		$—

During the six-month period ended September 30, 2013, investments with a total aggregate value of $4,498,865 were transferred from Level 2 to Level 1 due to the removal of valuation adjustments made to exchange-traded prices as a result of market movements following the close of local trading.

(1) For equity investments categorized in a single level, refer to the schedule of investments for further geographical region breakout.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-58

PACIFIC LIFE FUNDS

PL INTERNATIONAL LARGE-CAP FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Shares		Value
PREFERRED STOCKS - 0.9%
Brazil - 0.9%
Itau Unibanco Holding SA ADR		150,806		$2,129,381
Total Preferred Stocks (Cost $2,248,180)				2,129,381
COMMON STOCKS - 97.8%
Australia - 0.5%
QBE Insurance Group Ltd		92,288		1,263,359
Bermuda - 1.4%
Li & Fung Ltd		2,262,400		3,297,012
Brazil - 0.5%
BM&FBovespa SA		165,237		927,468
Tim Participacoes SA ADR		11,600		273,412
				1,200,880
Canada - 3.9%
Canadian National Railway Co		48,645		4,931,144
Shoppers Drug Mart Corp		24,970		1,438,008
Valeant Pharmaceuticals International Inc *		24,070		2,511,223
				8,880,375
Czech Republic - 0.3%
Komercni Banka AS		3,417		760,778
France - 13.7%
Air Liquide SA		34,885		4,859,997
Danone SA		64,291		4,840,715
Dassault Systemes SA		10,286		1,374,309
GDF Suez		83,186		2,090,854
Legrand SA		51,626		2,867,912
LVMH Moet Hennessy Louis Vuitton SA		26,102		5,144,296
Pernod-Ricard SA		39,591		4,919,085
Schneider Electric SA		60,769		5,141,839
				31,239,007
Germany - 10.7%
Bayer AG		71,515		8,432,635
Beiersdorf AG		37,536		3,333,135
Linde AG		26,978		5,346,198
Merck KGaA		22,927		3,578,006
SAP AG		51,190		3,783,557
				24,473,531
Hong Kong - 2.0%
AIA Group Ltd		598,600		2,818,040
China Unicom Ltd		1,140,000		1,767,391
				4,585,431
India - 0.9%
ICICI Bank Ltd ADR		69,802		2,127,565
Israel - 0.6%
Check Point Software Technologies Ltd *		22,382		1,265,926
Italy - 0.5%
Saipem SPA		54,129		1,176,979

	Shares		Value
Japan - 12.2%
Canon Inc		41,150		$1,315,008
Denso Corp		98,700		4,624,367
FANUC Corp		17,100		2,827,760
Honda Motor Co Ltd		139,000		5,311,930
Hoya Corp		128,400		3,041,658
Inpex Corp		236,000		2,789,756
Kyocera Corp		35,200		1,875,444
Lawson Inc		27,500		2,158,508
Shin-Etsu Chemical Co Ltd		64,100		3,935,261
				27,879,692
Netherlands - 8.7%
Akzo Nobel NV		57,726		3,794,764
Heineken NV		75,575		5,351,781
ING Groep NV CVA *		449,087		5,095,893
Randstad Holding NV		100,046		5,637,591
				19,880,029
Russia - 0.5%
Sberbank of Russia ADR		87,796		1,056,186
Singapore - 1.7%
DBS Group Holdings Ltd		215,000		2,815,868
Singapore Telecommunications Ltd		331,380		985,988
				3,801,856
South Korea - 0.8%
Samsung Electronics Co Ltd		1,533		1,940,937
Spain - 2.3%
Amadeus IT Holding SA ‘A’		114,335		4,057,548
Banco Santander SA		133,781		1,096,719
				5,154,267
Sweden - 1.1%
Hennes & Mauritz AB ‘B’		59,814		2,601,448
Switzerland - 11.0%
Julius Baer Group Ltd		72,536		3,386,059
Kuehne + Nagel International AG		10,847		1,420,884
Nestle SA		108,709		7,614,210
Roche Holding AG		15,383		4,149,683
Sonova Holding AG		13,962		1,735,310
Swiss Re AG		25,483		2,107,851
UBS AG (XVTX)		229,325		4,691,562
				25,105,559
Taiwan - 2.3%
Hon Hai Precision Industry Co Ltd		704,088		1,805,525
Taiwan Semiconductor Manufacturing Co Ltd ADR		205,298		3,481,854
				5,287,379
United Kingdom - 21.4%
Barclays PLC		888,748		3,802,676
BG Group PLC		187,131		3,579,066
Compass Group PLC		380,043		5,216,098
Delphi Automotive PLC		55,608		3,248,619
Diageo PLC		124,584		3,958,880
Hays PLC		633,065		1,204,906
HSBC Holdings PLC (LI)		607,326		6,581,755
Reckitt Benckiser Group PLC		49,653		3,633,335
Rio Tinto PLC		77,987		3,819,364
Smiths Group PLC		123,408		2,789,390
Standard Chartered PLC		225,564		5,410,117
WPP PLC		272,439		5,608,656
				48,852,862

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-59

PACIFIC LIFE FUNDS

PL INTERNATIONAL LARGE-CAP FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Shares		Value
United States - 0.8%
Yum! Brands Inc		24,860		$1,774,755
Total Common Stocks (Cost $155,636,593)				223,605,813
	Principal Amount
SHORT-TERM INVESTMENTS - 1.2%
Commercial Paper - 1.2%
General Electric Capital Corp 0.030% due 10/01/13		$2,739,000		2,739,000
	Shares
Money Market Fund - 0.0%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		22,215		22,215
Total Short-Term Investments (Cost $2,761,215)				2,761,215
TOTAL INVESTMENTS - 99.9% (Cost $160,645,988)				228,496,409
OTHER ASSETS & LIABILITIES, NET - 0.1%				294,269
NET ASSETS - 100.0%				$228,790,678

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Financials	21.4%
Consumer Staples	16.3%
Consumer Discretionary	16.1%
Industrials	11.7%
Information Technology	10.5%
Materials	9.5%
Health Care	8.9%
Energy	3.3%
Others (each less than 3.0%)	2.2%
	99.9%
Other Assets & Liabilities, Net	0.1%
	100.0%

(b) As of September 30, 2013, the fund was diversified by geographical region as a percentage of net assets as follows:

United Kingdom	21.4%
France	13.7%
Japan	12.2%
Switzerland	11.0%
Germany	10.7%
Netherlands	8.7%
Canada	3.9%
Others (each less than 3.0%)	18.3%
	99.9%
Other Assets & Liabilities, Net	0.1%
	100.0%

(c) Short-term investments reflect either the stated coupon rate or the annualized effective yield on the date of purchase for discounted investments.

(d) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Preferred Stocks (1)		$2,129,381		$2,129,381		$—		$—
	Common Stocks
	Australia		1,263,359		—		1,263,359		—
	Bermuda		3,297,012		—		3,297,012		—
	Brazil		1,200,880		1,200,880		—		—
	Canada		8,880,375		8,880,375		—		—
	Czech Republic		760,778		—		760,778		—
	France		31,239,007		—		31,239,007		—
	Germany		24,473,531		—		24,473,531		—
	Hong Kong		4,585,431		—		4,585,431		—
	India		2,127,565		2,127,565		—		—
	Israel		1,265,926		1,265,926		—		—
	Italy		1,176,979		—		1,176,979		—
	Japan		27,879,692		—		27,879,692		—
	Netherlands		19,880,029		—		19,880,029		—
	Russia		1,056,186		1,056,186		—		—
	Singapore		3,801,856		—		3,801,856		—
	South Korea		1,940,937		—		1,940,937		—
	Spain		5,154,267		—		5,154,267		—
	Sweden		2,601,448		—		2,601,448		—
	Switzerland		25,105,559		—		25,105,559		—
	Taiwan		5,287,379		3,481,854		1,805,525		—
	United Kingdom		48,852,862		3,248,619		45,604,243		—
	United States		1,774,755		1,774,755		—		—
			223,605,813		23,036,160		200,569,653		—
	Short-Term Investments		2,761,215		22,215		2,739,000		—
	Total		$228,496,409		$25,187,756		$203,308,653		$—

(1) For equity investments categorized in a single level, refer to the schedule of investments for further geographical region breakout.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-60

PACIFIC LIFE FUNDS

PL INTERNATIONAL VALUE FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Shares		Value
RIGHTS - 0.1%
United Kingdom - 0.1%
Barclays PLC Exp. 10/02/13 *		122,879		$157,095
Total Rights (Cost $0)				157,095
PREFERRED STOCKS - 1.5%
Germany - 1.5%
Volkswagen AG		10,748		2,533,435
Total Preferred Stocks (Cost $1,748,863)				2,533,435
COMMON STOCKS - 96.0%
Australia - 2.4%
Australia & New Zealand Banking Group Ltd		107,286		3,083,071
Goodman Group REIT		213,102		970,845
				4,053,916
Belgium - 1.3%
Solvay SA		14,739		2,210,756
Brazil - 0.6%
Cia Energetica de Minas Gerais ADR		119,046		1,028,556
Canada - 0.5%
First Quantum Minerals Ltd		43,122		802,951
China - 1.4%
China Construction Bank Corp ‘H’		1,096,000		845,232
China Shenhua Energy Co Ltd ‘H’		517,500		1,568,539
				2,413,771
Denmark - 1.0%
Danske Bank AS *		82,115		1,767,460
Finland - 0.9%
UPM-Kymmene OYJ		107,496		1,488,196
France - 14.2%
AXA SA		127,070		2,948,939
BNP Paribas SA		56,736		3,840,218
Cie de St-Gobain		54,788		2,714,358
Electricite de France SA		71,593		2,265,113
GDF Suez		44,263		1,112,537
Lafarge SA		19,286		1,343,307
Sanofi		25,460		2,581,863
Schneider Electric SA		28,488		2,410,451
Societe Generale SA		51,915		2,589,114
Sodexo		20,441		1,908,445
Suez Environnement Co		51,358		833,281
				24,547,626
Germany - 8.5%
Allianz SE		15,899		2,499,382
BASF SE		26,937		2,586,362
Bayer AG		28,300		3,336,972
Daimler AG		27,012		2,105,474

	Shares		Value
Deutsche Telekom AG		189,524		$2,748,987
Metro AG		35,143		1,394,324
				14,671,501
Hong Kong - 2.7%
China Overseas Land & Investment Ltd		360,000		1,059,395
Hutchison Whampoa Ltd		189,000		2,266,998
Wharf Holdings Ltd		161,000		1,397,014
				4,723,407
India - 0.5%
ICICI Bank Ltd ADR		26,509		807,994
Italy - 3.9%
Assicurazioni Generali SPA		74,861		1,495,415
Eni SPA		158,352		3,650,894
Intesa Sanpaolo SPA		796,304		1,645,238
				6,791,547
Japan - 23.3%
Bridgestone Corp		41,500		1,519,108
Daiwa House Industry Co Ltd		77,000		1,443,760
East Japan Railway Co		19,700		1,698,105
Hitachi Ltd		445,000		2,946,513
Honda Motor Co Ltd		45,600		1,742,619
Japan Tobacco Inc		64,800		2,339,798
Kawasaki Heavy Industries Ltd		362,000		1,575,927
Mitsubishi UFJ Financial Group Inc		553,700		3,551,902
Mitsui Fudosan Co Ltd		50,000		1,689,963
Nitto Denko Corp		26,200		1,716,524
Nomura Holdings Inc		152,500		1,190,823
ORIX Corp		178,300		2,918,180
Otsuka Holdings Co Ltd		26,500		769,342
Ricoh Co Ltd		108,000		1,250,418
Seven & I Holdings Co Ltd		58,700		2,150,121
Softbank Corp		13,300		924,315
Sumitomo Corp		93,900		1,268,159
Sumitomo Electric Industries Ltd		106,100		1,540,162
Sumitomo Mitsui Financial Group Inc		61,900		3,005,119
Toyota Motor Corp		51,500		3,302,754
Yamato Holdings Co Ltd		67,300		1,521,503
				40,065,115
Netherlands - 3.3%
ASML Holding NV		22,130		2,182,625
European Aeronautic Defence & Space Co NV		32,790		2,090,014
ING Groep NV CVA *		130,601		1,481,959
				5,754,598
Norway - 1.0%
Telenor ASA		72,805		1,663,997
South Korea - 0.8%
Samsung Electronics Co Ltd		1,102		1,395,247
Spain - 2.0%
Iberdrola SA		160,722		937,129
Repsol SA		99,023		2,463,065
				3,400,194
Sweden - 2.0%
Electrolux AB ‘B’		49,922		1,296,944
Telefonaktiebolaget LM Ericsson ‘B’		166,195		2,213,589
				3,510,533

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-61

PACIFIC LIFE FUNDS

PL INTERNATIONAL VALUE FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Shares		Value
Switzerland - 6.0%
Credit Suisse Group AG		41,787		$1,280,489
Novartis AG		41,928		3,222,828
Roche Holding AG		5,404		1,457,770
Swiss Re AG		36,746		3,039,481
UBS AG		63,529		1,299,685
				10,300,253
United Kingdom - 19.7%
Barclays PLC		491,516		2,103,019
BG Group PLC		99,662		1,906,135
Centrica PLC		283,236		1,696,654
HSBC Holdings PLC		478,521		5,185,861
InterContinental Hotels Group PLC		69,062		2,014,142
Kingfisher PLC		347,401		2,167,606
Pearson PLC		68,036		1,384,805
Prudential PLC		132,727		2,474,387
Rio Tinto PLC		49,963		2,446,906
Royal Dutch Shell PLC ‘A’		152,838		5,051,016
SABMiller PLC		21,211		1,082,471
Tullow Oil PLC		62,603		1,037,509
Vodafone Group PLC		1,547,790		5,457,887
				34,008,398
Total Common Stocks (Cost $133,453,567)				165,406,016
SHORT-TERM INVESTMENT - 1.5%
Money Market Fund - 1.5%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		2,596,119		2,596,119
Total Short-Term Investment (Cost $2,596,119)				2,596,119
TOTAL INVESTMENTS - 99.1% (Cost $137,798,549)				170,692,665
OTHER ASSETS & LIABILITIES, NET - 0.9%				1,587,056
NET ASSETS - 100.0%				$172,279,721

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Financials	32.4%
Consumer Discretionary	11.6%
Industrials	9.9%
Energy	9.1%
Materials	7.3%
Health Care	6.6%
Telecommunication Services	6.3%
Information Technology	5.8%
Utilities	4.6%
Consumer Staples	4.0%
Others (each less than 3.0%)	1.5%
	99.1%
Other Assets & Liabilities, Net	0.9%
	100.0%

(b) As of September 30, 2013, the fund was diversified by geographical region as a percentage of net assets as follows:

Japan	23.3%
United Kingdom	19.8%
France	14.2%
Germany	10.0%
Switzerland	6.0%
Italy	3.9%
Netherlands	3.3%
Others (each less than 3.0%)	18.6%
	99.1%
Other Assets & Liabilities, Net	0.9%
	100.0%

(c) Forward foreign currency contracts outstanding as of September 30, 2013 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
AUD	10,183,639	USD	9,131,323		11/13	WBC		$344,444
CHF	6,118,023	USD	6,584,707		11/13	BRC		182,475
EUR	371,317	JPY	48,272,398		11/13	CSF		11,176
EUR	515,066	USD	682,995		11/13	BRC		13,877
EUR	1,345,644	USD	1,788,858		11/13	GSC		31,766
EUR	412,049	USD	558,187		11/13	HSB		(694	)
EUR	443,624	USD	598,328		11/13	RBS		1,885
EUR	336,863	USD	446,883		11/13	WBC		8,884
GBP	281,055	HKD	3,377,991		11/13	CSF		19,290
GBP	326,841	JPY	52,037,369		11/13	CSF		(555	)
GBP	342,200	USD	536,589		11/13	BRC		17,232
GBP	763,085	USD	1,191,186		11/13	GSC		43,802
GBP	274,915	USD	438,835		11/13	HSB		6,091
GBP	313,644	USD	495,857		11/13	TDB		11,748
JPY	42,643,761	HKD	3,370,159		11/13	CSF		(632	)
JPY	78,202,871	SEK	5,190,858		11/13	WBC		(11,189	)
JPY	50,133,649	USD	515,664		11/13	CSF		(5,517	)
JPY	78,161,286	USD	798,623		11/13	GSC		(3,273	)
NOK	2,496,755	USD	431,884		11/13	GSC		(17,281	)
SEK	18,962,288	USD	2,885,549		11/13	UBS		62,294

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-62

PACIFIC LIFE FUNDS

PL INTERNATIONAL VALUE FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
SGD	3,408,646	USD	2,677,718		11/13	CIT		$39,448
USD	579,178	CAD	598,244		11/13	CSF		(1,071	)
USD	1,310,472	CHF	1,222,951		11/13	GSC		(42,241	)
USD	846,999	EUR	638,329		11/13	CSF		(16,645	)
USD	1,657,392	EUR	1,243,953		11/13	GSC		(25,648	)
USD	609,695	EUR	450,486		11/13	HSB		198
USD	13,023,800	EUR	9,837,100		11/13	SGN		(285,568	)
USD	428,567	EUR	321,220		11/13	WBC		(6,035	)
USD	998,991	GBP	656,333		11/13	HSB		(63,227	)
USD	663,470	GBP	423,461		11/13	TDB		(21,865	)
USD	1,510,522	HKD	11,710,698		11/13	RBC		491
USD	2,516,435	JPY	248,301,697		11/13	ANZ		(10,220	)
USD	816,730	JPY	81,285,842		11/13	CSF		(10,415	)
USD	1,636,840	JPY	163,425,376		11/13	SSB		(26,135	)
USD	500,808	JPY	50,248,571		11/13	TDB		(10,509	)
USD	338,918	NOK	2,019,091		11/13	UBS		3,634
Total Forward Foreign Currency Contracts								$240,015

(d) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013			Level 1 Quoted Price		Level 2 Significant Observable Input			Level 3 Significant Unobservable Input
Assets	Rights (1)		$157,095			$157,095		$—			$—
	Preferred Stocks (1)		2,533,435			—		2,533,435			—
	Common Stocks
	Australia		4,053,916			—		4,053,916			—
	Belgium		2,210,756			—		2,210,756			—
	Brazil		1,028,556			1,028,556		—			—
	Canada		802,951			802,951		—			—
	China		2,413,771			—		2,413,771			—
	Denmark		1,767,460			—		1,767,460			—
	Finland		1,488,196			—		1,488,196			—
	France		24,547,626			—		24,547,626			—
	Germany		14,671,501			—		14,671,501			—
	Hong Kong		4,723,407			—		4,723,407			—
	India		807,994			807,994		—			—
	Italy		6,791,547			—		6,791,547			—
	Japan		40,065,115			—		40,065,115			—
	Netherlands		5,754,598			—		5,754,598			—
	Norway		1,663,997			—		1,663,997			—
	South Korea		1,395,247			—		1,395,247			—
	Spain		3,400,194			—		3,400,194			—
	Sweden		3,510,533			—		3,510,533			—
	Switzerland		10,300,253			—		10,300,253			—
	United Kingdom		34,008,398			—		34,008,398			—
			165,406,016			2,639,501		162,766,515			—
	Short-Term Investment		2,596,119			2,596,119		—			—
	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		798,735			—		798,735			—
	Total Assets		171,491,400			5,392,715		166,098,685			—
Liabilities	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(558,720	)		—		(558,720	)		—
	Total Liabilities		(558,720	)		—		(558,720	)		—
	Total		$170,932,680			$5,392,715		$165,539,965			$—

(1) For equity investments categorized in a single level, refer to the schedule of investments for further geographical region breakout.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-63

PACIFIC LIFE FUNDS

PL CURRENCY STRATEGIES FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Principal Amount		Value
FOREIGN GOVERNMENT BONDS & NOTES - 48.0%
Canada - 12.6%
Canadian Government 1.000% due 02/01/14		CAD 16,080,000		$15,610,424
France - 10.1%
French Treasury 3.000% due 07/12/14		EUR 9,010,000		12,459,173
Germany - 12.6%
Bundesobligation 2.250% due 04/11/14		11,390,000		15,584,367
United Kingdom - 12.7%
United Kingdom Gilt 2.250% due 03/07/14		GBP 9,660,000		15,768,556
Total Foreign Government Bonds & Notes (Cost $57,167,122)				59,422,520
SHORT-TERM INVESTMENTS - 54.5%
U.S. Treasury Bills - 12.8%
0.035% due 03/13/14 ‡		$15,900,000		15,898,283

	Shares		Value
Money Market Fund - 41.7%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		51,695,851		$51,695,851
Total Short-Term Investments (Cost $67,594,376)				67,594,134
TOTAL INVESTMENTS - 102.5% (Cost $124,761,498)				127,016,654
OTHER ASSETS & LIABILITIES, NET - (2.5%)				(3,118,272	)
NET ASSETS - 100.0%				$123,898,382

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Short-Term Investments	54.5%
Foreign Government Bonds & Notes	48.0%
	102.5%
Other Assets & Liabilities, Net	(2.5%	)
	100.0%

(b) Short-term investments reflect either the stated coupon rate or the annualized effective yield on the date of purchase for discounted investments.

(c) As of September 30, 2013, investments with a total aggregate value of $2,986,677 were fully or partially segregated with the broker(s)/custodian as collateral for forward foreign currency contracts. In addition, $1,230,000 in cash was segregated as collateral for forward foreign currency contracts.

(d) Forward foreign currency contracts outstanding as of September 30, 2013 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
AUD	1,355,000	USD	1,264,754		10/13	MSC		($2,591	)
CAD	1,225,000	USD	1,189,886		10/13	BRC		(1,249	)
CAD	1,270,000	USD	1,234,098		10/13	CSF		(1,796	)
CAD	1,305,000	USD	1,264,312		10/13	MSC		1,951
CHF	1,700,000	USD	1,868,298		10/13	CSF		11,839
CHF	595,000	USD	638,502		10/13	RBS		19,546
EUR	2,030,000	USD	2,742,956		10/13	BRC		3,471
GBP	1,110,000	USD	1,782,893		10/13	BRC		13,770
JPY	3,927,200,000	USD	39,471,449		10/13	MSC		487,060
MXN	257,090,000	USD	19,528,591		10/13	BRC		74,288
NOK	230,470,000	USD	38,991,041		10/13	RBS		(696,685	)
NZD	3,260,000	USD	2,726,002		10/13	GSC		(22,637	)
NZD	1,540,000	USD	1,263,108		10/13	MSC		13,942
NZD	1,575,000	USD	1,283,455		10/13	RBS		22,619
PHP	843,200,000	USD	19,262,136		10/13	GSC		108,168
PLN	64,915,000	USD	20,423,285		10/13	RBS		335,200
SEK	120,155,798	USD	18,735,000		10/13	BRC		(48,710	)
SEK	4,100,000	USD	646,474		10/13	GSC		(8,853	)
SEK	7,860,000	USD	1,235,560		10/13	RBS		(13,195	)
USD	39,198,111	AUD	42,470,000		10/13	BRC		(362,108	)
USD	17,626,488	AUD	18,705,000		10/13	MSC		203,039
USD	75,325,278	CAD	77,895,000		10/13	CSF		(257,508	)
USD	39,892,831	CHF	37,120,000		10/13	CSF		(1,160,533	)
USD	30,483,505	EUR	22,935,000		10/13	CSF		(545,707	)
USD	18,735,000	GBP	11,656,629		10/13	BRC		(132,600	)
USD	17,177,565	GBP	10,865,000		10/13	JPM		(408,692	)
USD	1,248,366	JPY	123,200,000		10/13	BRC		(5,170	)
USD	756,503	JPY	75,300,000		10/13	GSC		(9,660	)
USD	1,217,344	NOK	7,220,000		10/13	RBS		17,686
USD	78,719,508	NZD	96,910,000		10/13	MSC		(1,643,409	)
USD	1,309,562	PLN	4,095,000		10/13	BRC		65

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-64

PACIFIC LIFE FUNDS

PL CURRENCY STRATEGIES FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
USD	648,753	PLN	2,010,000		10/13	GSC		$5,997
USD	39,147,922	SEK	255,370,000		10/13	RBS		(566,499	)
Total Forward Foreign Currency Contracts								($4,568,961	)

(e) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013			Level 1 Quoted Price		Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Foreign Government Bonds & Notes		$59,422,520			$—		$59,422,520			$—
	Short-Term Investments		67,594,134			51,695,851		15,898,283			—
	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		1,318,641			—		1,318,641			—
	Total Assets		128,335,295			51,695,851		76,639,444			—
Liabilities	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(5,887,602	)		—		(5,887,602	)		—
	Total Liabilities		(5,887,602	)		—		(5,887,602	)		—
	Total		$122,447,693			$51,695,851		$70,751,842			$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-65

PACIFIC LIFE FUNDS

PL GLOBAL ABSOLUTE RETURN FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Shares		Value
COMMON STOCKS - 1.6%
France - 0.1%
Sanofi		1,050		$106,479
Total SA		2,244		130,424
				236,903
Germany - 1.1%
Deutsche Euroshop AG		15,317		663,991
Deutsche Wohnen AG		35,329		632,378
GSW Immobilien AG		15,087		662,582
				1,958,951
Luxembourg - 0.4%
GAGFAH SA *		52,951		690,793
Total Common Stocks (Cost $2,680,107)				2,886,647
	Principal Amount
MORTGAGE-BACKED SECURITIES - 1.8%
United States - 1.8%
Fannie Mae (IO)
5.971% due 01/25/43 " §		$5,770,066		1,243,648
6.021% due 03/25/33 " §		1,447,085		297,827
6.071% due 07/25/42 " §		2,430,897		473,102
6.261% due 11/25/37 " §		4,594,584		884,207
Freddie Mac (IO)
3.000% due 01/15/43 "		2,914,425		395,310
				3,294,094
Total Mortgage-Backed Securities (Cost $3,077,698)				3,294,094
FOREIGN GOVERNMENT BONDS & NOTES - 48.1%
Albania - 0.4%
Albania Government 7.500% due 11/04/15 ~		EUR 490,000		682,021
Australia - 2.8%
Australia Government
1.250% due 02/21/22 ^ ~		AUD 1,232,956		1,175,254
5.500% due 04/21/23		1,278,000		1,352,380
5.750% due 07/15/22		2,395,000		2,566,989
				5,094,623
Bahrain - 0.6%
Bahrain Government 6.125% due 08/01/23 ~		$1,096,000		1,098,740
Bermuda - 1.3%
Bermuda Government 4.854% due 02/06/24 ~		2,375,000		2,364,757
Croatia - 2.0%
Republic of Croatia 4.940% due 02/12/15		EUR 2,866,000		3,643,208

	Principal Amount		Value
Ghana - 0.6%
Ghana Government
16.900% due 03/07/16		GHS 1,393,000		$604,230
21.000% due 10/26/15		525,000		248,653
26.000% due 06/05/17		464,000		247,750
				1,100,633
Guatemala - 0.5%
Guatemala Government 4.875% due 02/13/28 ~		$900,000		828,000
Jamaica - 0.5%
Jamaica Government
8.000% due 06/24/19		100,000		99,000
10.625% due 06/20/17		725,000		793,875
				892,875
Jordan - 0.9%
Jordan Government
6.925% due 06/04/14 +		JOD 400,000		572,102
7.078% due 07/18/14 +		700,000		1,002,859
7.950% due 02/05/15 +		100,000		145,231
				1,720,192
Lebanon - 0.3%
Lebanon Treasury
8.380% due 08/28/14		LBP 282,330,000		191,856
9.000% due 07/17/14		486,590,000		331,209
				523,065
Mexico - 4.0%
Mexican Bonos 8.000% due 12/19/13		MXN 94,510,000		7,295,151
Netherlands - 0.2%
Republic of Angola 7.000% due 08/16/19 ~		$280,000		301,350
New Zealand - 2.6%
New Zealand Government
2.000% due 09/20/25 ^		NZD 3,036,000		2,385,954
5.500% due 04/15/23		2,518,000		2,242,001
				4,627,955
Paraguay - 0.2%
Republic of Paraguay 4.625% due 01/25/23 ~		$376,000		344,980
Philippines - 1.4%
Philippine Government
5.875% due 01/31/18		PHP 85,990,000		2,214,476
6.250% due 01/27/14		14,790,000		345,508
				2,559,984
Romania - 6.2%
Romania Government
5.250% due 06/17/16 ~		EUR 150,000		217,164
5.750% due 01/27/16		RON 10,150,000		3,197,195
5.800% due 10/26/15		10,800,000		3,401,056
5.850% due 07/28/14		2,930,000		905,877
5.900% due 07/26/17		4,130,000		1,322,789
6.000% due 04/30/15		1,960,000		615,407
6.000% due 04/30/16		3,740,000		1,185,860
6.250% due 10/25/14		660,000		205,630
11.000% due 03/05/14		400,000		125,350
				11,176,328

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-66

PACIFIC LIFE FUNDS

PL GLOBAL ABSOLUTE RETURN FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Rwanda - 0.6%
Rwanda Government
6.625% due 05/02/23 ~		$1,295,000		$1,142,838
Serbia - 7.9%
Republic of Serbia
7.250% due 09/28/21 ~		230,000		239,775
7.250% due 09/28/21 ~		1,063,000		1,108,178
Serbia Treasury
10.000% due 01/10/15		RSD 604,100,000		7,070,347
10.000% due 04/25/16		76,100,000		862,559
10.000% due 01/24/18		103,830,000		1,122,734
10.026% due 04/03/14		36,510,000		410,846
10.594% due 02/20/14		111,310,000		1,267,393
11.348% due 01/23/14		188,540,000		2,162,248
				14,244,080
Slovenia - 3.1%
Slovenia Government
4.125% due 01/26/20 ~		EUR 320,000		388,536
4.375% due 01/18/21 ~		1,818,000		2,191,620
5.850% due 05/10/23 ~		$3,270,000		3,122,850
				5,703,006
Sri Lanka - 5.2%
Sri Lanka Government
5.875% due 07/25/22 ~		1,776,000		1,642,800
5.875% due 07/25/22 ~		1,400,000		1,295,000
6.250% due 10/04/20 ~		896,000		876,960
6.250% due 07/27/21 ~		750,000		721,875
7.000% due 03/01/14		LKR 7,500,000		56,027
7.400% due 01/22/15 ~		$100,000		103,500
7.500% due 08/15/18		LKR 124,040,000		798,023
8.500% due 04/01/18		321,960,000		2,184,486
8.500% due 07/15/18		113,540,000		762,778
9.000% due 10/01/14		20,590,000		153,813
9.000% due 05/01/21		29,260,000		190,902
11.750% due 04/01/14		37,500,000		286,045
11.750% due 03/15/15		37,500,000		287,385
				9,359,594
Tanzania - 0.2%
Tanzania Government 6.392% due 03/08/20 § ~		$400,000		415,000
Turkey - 4.1%
Turkey Government
3.000% due 07/21/21 ^		TRY 2,123,437		1,046,450
3.000% due 02/23/22 ^		1,161,483		570,377
4.000% due 04/01/20 ^		10,215,371		5,383,165
6.043% due 04/09/14		909,776		434,042
				7,434,034
Uruguay - 1.1%
Uruguay Notas del Tesoro
2.250% due 08/23/17		UYU 13,587,610		589,855
2.750% due 06/16/16 ^		13,084,861		605,548
4.250% due 01/05/17 ^		15,777,780		734,887
				1,930,290
Venezuela - 1.4%
Venezuela Government 8.500% due 10/08/14		$2,562,000		2,568,405
Total Foreign Government Bonds & Notes (Cost $89,923,981)				87,051,109

	Principal Amount		Value
PURCHASED OPTIONS - 0.2%
(See Note (g) in Notes to Schedule of Investments) (Cost $745,468)				$304,660
SHORT-TERM INVESTMENTS - 55.2%
Foreign Government Issues - 21.4%
Bank Negara Malaysia Monetary Notes (Malaysia)
2.941% due 11/19/13		MYR 28,521,000		8,715,806
2.946% due 11/12/13		8,068,000		2,467,053
Kenya Treasury Bills (Kenya)
10.000% due 05/05/14		KES 121,500,000		1,329,564
10.300% due 04/21/14		130,400,000		1,432,476
Lebanon Treasury Bills (Lebanon)
1.000% due 07/24/14		LBP 584,480,000		371,200
4.945% due 12/05/13		672,910,000		441,721
4.972% due 01/16/14		962,750,000		628,389
4.973% due 11/21/13		750,970,000		493,882
4.976% due 01/02/14		581,010,000		379,972
5.008% due 10/10/13		307,650,000		203,459
5.036% due 11/07/13		99,760,000		65,730
5.300% due 06/12/14		300,240,000		191,874
5.300% due 07/10/14		403,220,000		256,660
Mexico Cetes (Mexico)
3.810% due 10/31/13		MXN 3,607,000		274,802
4.024% due 06/26/14		3,650,000		271,499
4.043% due 04/03/14		54,494,000		4,087,539
4.070% due 03/06/14		8,402,400		632,120
Nigeria Treasury Bills (Nigeria)
10.865% due 12/05/13		NGN 592,876,000		3,605,678
12.920% due 11/21/13		393,847,000		2,406,031
13.748% due 06/05/14		206,571,000		1,182,943
Republic of Zambia Treasury Bills (Zambia)
13.012% due 08/11/14		ZMW 1,570,000		264,543
13.012% due 08/25/14		4,400,000		738,077
13.146% due 09/08/14		530,000		88,557
13.438% due 09/22/14		2,660,000		442,269
Romania Treasury Bills (Romania) 5.916% due 01/15/14		RON 5,700,000		1,711,421
Singapore Treasury Bills (Singapore) 0.297% due 03/21/14		SGD 140,000		111,473
Sri Lanka Treasury Bills (Sri Lanka)
8.757% due 10/25/13		LKR 70,000,000		527,501
10.647% due 06/27/14		80,470,000		567,239
10.810% due 06/20/14		89,960,000		635,398
10.845% due 06/06/14		164,800,000		1,168,633
11.123% due 02/28/14		81,910,000		597,534
11.141% due 02/21/14		22,700,000		165,936
11.151% due 03/07/14		22,600,000		164,530
11.231% due 05/09/14		39,470,000		282,093
11.231% due 05/02/14		40,320,000		288,728
11.281% due 03/14/14		40,000,000		290,600
11.281% due 04/18/14		39,500,000		284,016
11.284% due 03/28/14		77,670,000		561,906
11.351% due 02/14/14		23,000,000		168,469
11.381% due 04/04/14		38,630,000		278,894
				38,776,215
	Shares
Money Market Fund - 21.8%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		39,430,168		39,430,168

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-67

PACIFIC LIFE FUNDS

PL GLOBAL ABSOLUTE RETURN FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

	Principal Amount		Value
Repurchase Agreements - 9.3%
Barclays PLC 0.100% due 10/23/13 (Dated 09/23/13, repurchase price of $716,060; Collateralized by State of Qatar: 5.250% due 01/20/20 and value $728,133)		$716,000		$716,000
Barclays PLC (0.200%) due 10/23/13 (Dated 09/23/13, repurchase price of $1,014,781; Collateralized by State of Qatar: 3.241% due 01/18/23 and value $1,027,121)		1,014,950		1,014,950
Barclays PLC (0.050%) due 10/28/13 (Dated 08/27/13, repurchase price of $4,146,750; Collateralized by Belgium Government: 3.750% due 09/28/20 and value $4,078,265)		EUR 3,065,460		4,147,109
Citibank Inc (0.130%) due 10/14/13 (Dated 09/27/13, repurchase price of $7,401,042; Collateralized by France Government: 4.000% due 10/25/38 and value $7,445,189)		5,471,040		7,401,499
Nomura Securities (0.120%) due 10/09/13 (Dated 09/09/13, repurchase price of $1,089,085; Collateralized by Spain Government: 5.400% due 01/31/23 and value $1,109,541)		805,111		1,089,195
Nomura Securities 0.200% due 10/16/13 (Dated 07/16/13, repurchase price of $2,467,742; Collateralized by State of Qatar: 6.550% due 04/09/19 and value $2,517,427)		$2,466,481		2,466,481
				16,835,234
U.S. Treasury Bills - 2.7%
0.050% due 11/21/13 ‡		5,000,000		4,999,931
Total Short-Term Investments (Cost $101,232,735)				100,041,548
TOTAL INVESTMENTS - 106.9% (Cost $197,659,989)				193,578,058
TOTAL SECURITIES SOLD SHORT - (8.8%)
(See Note (d) in Notes to Schedule of Investments) (Proceeds $15,776,807)				(15,879,390	)
OTHER ASSETS & LIABILITIES, NET - 1.9%				3,425,842
NET ASSETS - 100.0%				$181,124,510

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified as a percentage of net assets as follows:

Short-Term Investments	55.2%
Foreign Government Bonds & Notes	48.1%
Others (each less than 3.0%)	3.6%
	106.9%
Securities Sold Short	(8.8%	)
Other Assets & Liabilities, Net	1.9%
	100.0%

(b) Investments reflect the stated coupon rate or for discounted investments or zero coupon bonds, the annualized effective yield on the date of purchase.

(c) Investments with a total aggregate value of $1,720,192 or 0.9% of the fund’s net assets were valued by the Trustee Valuation Committee or determined by a valuation committee established under the Valuation Policy and then subsequently submitted for approval or ratification to either the Trustee Valuation Committee, or to the Board.

(d) Securities sold short outstanding as of September 30, 2013 were as follows:

Description	Principal Amount		Value
Foreign Government Bonds & Notes – (8.8%)
Belgium Government 3.750% due 09/28/20		EUR 2,689,000		($4,077,518)
France Government 4.000% due 10/25/38		4,339,000		(6,532,450)
Qatar Government 3.241% due 01/18/23		$1,060,000		(1,020,250)
5.250% due 01/20/20		640,000		(721,600)
6.550% due 04/09/19		2,049,000		(2,453,677)
Spain Government 5.400% due 01/31/23		EUR 730,000		(1,073,895)
Total Securities Sold Short (Proceeds $15,776,807)				($15,879,390)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-68

PACIFIC LIFE FUNDS

PL GLOBAL ABSOLUTE RETURN FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

(e) Open futures contracts outstanding as of September 30, 2013 were as follows:

Long Futures Outstanding	Counterparty	Number of Contracts		Notional Amount		Unrealized Appreciation (Depreciation)
Eris 10-Year Deliverable Interest Rate Swap (12/13)	MER		20		$2,000,000		($59,582	)
Nikkei 225 Index (12/13)	CIT		32		JPY 453,370,000		94,944
United Kingdom 90-Day Sterling (09/16)	MER		380		GBP 190,000,000		(148,743	)
							(113,381	)
Short Futures Outstanding
CAC 40 Index (10/13)	MER		35		EUR 1,451,345		(67	)
Euro-Bobl 5-Year Notes (12/13)	MER		70		7,000,000		(189,512	)
Euro-Bund 10-Year Notes (12/13)	MER		5		500,000		(26,292	)
Euro-OAT 10-Year Notes (12/13)	MER		30		3,000,000		(142,605	)
Euro-Schatz 2-Year Notes (12/13)	MER		6		600,000		(3,094	)
Japanese Government 10-Year Bonds (12/13)	CIT		9		JPY 900,000,000		(94,780	)
U.S. 5-Year Deliverable Interest Rate Swap (12/13)	CIT		6		$600,000		(11,709	)
U.S. 10-Year Deliverable Interest Rate Swap (12/13)	CIT		86		8,600,000		(212,981	)
							(681,040	)
Total Futures Contracts							($794,421	)

(f) Forward foreign currency contracts outstanding as of September 30, 2013 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
AUD	2,002,000	USD	1,867,866		10/13	GSC		($475	)
AUD	3,336,000	USD	3,057,604		10/13	JPM		54,092
AUD	3,864,587	USD	3,613,389		10/13	MSC		(8,647	)
AUD	3,336,000	USD	3,057,928		10/13	SCB		53,768
COP	3,004,842,000	USD	1,583,997		11/13	CIT		(14,549	)
COP	4,807,300,000	USD	2,528,029		11/13	SCB		(17,958	)
EUR	649,486	HRK	4,985,000		03/14	CIT		(2,160	)
EUR	336,107	HRK	2,565,000		03/14	MSC		1,485
EUR	1,773,155	HRK	13,612,100		04/14	CIT		(5,113	)
EUR	10,259,833	HUF	3,024,804,000		10/13	JPM		137,796
EUR	988,442	HUF	291,264,228		10/13	SCB		13,949
EUR	1,684,093	RSD	194,883,226		10/13	CIT		(11,447	)
EUR	3,631,002	USD	4,831,739		10/13	GSC		12,531
EUR	188,195	USD	255,248		10/13	GSC		(629	)
EUR	3,797,605	USD	5,057,043		11/13	GSC		81,112
GBP	1,120,500	USD	1,763,241		10/13	GSC		50,512
HUF	1,706,075,462	EUR	5,702,375		10/13	JPM		36,548
IDR	7,321,125,600	USD	641,079		07/14	GSC		(42,422	)
IDR	7,309,169,000	USD	646,829		07/14	SCB		(49,036	)
IDR	16,970,712,000	USD	1,457,339		08/14	JPM		(77,213	)
IDR	6,815,944,791	USD	587,835		08/14	SCB		(33,535	)
ILS	3,191,000	EUR	673,747		12/13	JPM		(7,501	)
ILS	16,379,000	USD	4,638,892		11/13	SCB		4,082
INR	83,247,000	USD	1,326,075		10/13	GSC		2,365
INR	183,266,597	USD	2,919,327		10/13	SCB		5,206
INR	711,566,000	USD	11,164,622		11/13	SCB		41,767
JPY	137,578,000	USD	1,394,325		11/13	GSC		5,719
KES	18,416,000	USD	199,848		04/14	SCB		5,323
KES	56,344,000	USD	632,368		04/14	SCB		(4,644	)
MYR	6,279,000	USD	1,911,416		10/13	GSC		11,860
MYR	5,812,852	USD	1,770,052		10/13	JPM		10,441
PHP	60,475,000	USD	1,382,128		10/13	CIT		7,126
PHP	275,530,000	USD	6,303,502		10/13	GSC		25,323
PHP	16,391,985	USD	378,769		10/13	GSC		(2,284	)
PHP	33,121,797	USD	764,991		10/13	JPM		(4,262	)
PHP	109,647,000	USD	2,538,419		10/13	SCB		(19,463	)
PHP	34,367,000	USD	790,500		11/13	GSC		—
PLN	5,850,000	EUR	1,388,230		12/13	SCB		(14,055	)
RON	171,000	EUR	38,218		11/13	JPM		60
RUB	196,566,040	USD	6,057,505		10/13	HSB		6,915
RUB	62,342,960	USD	1,920,757		10/13	SCB		2,637
RUB	17,360,000	USD	536,258		12/13	GSC		(7,927	)
RUB	34,814,000	USD	1,070,048		12/13	JPM		(10,525	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-69

PACIFIC LIFE FUNDS

PL GLOBAL ABSOLUTE RETURN FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
RUB	204,250,963	USD	6,121,713		05/14	CIT		($48,238	)
RUB	130,446,944	USD	3,922,190		05/14	SCB		(46,465	)
SGD	2,633,000	EUR	1,545,782		12/13	GSC		7,361
SGD	3,842,000	USD	3,028,010		10/13	CIT		34,543
SGD	843,000	USD	668,666		10/13	JPM		3,309
SGD	3,842,000	USD	3,087,804		12/13	CIT		(25,072	)
SGD	4,564,000	USD	3,577,672		12/13	GSC		60,571
THB	60,640,000	USD	1,948,273		10/13	GSC		(12,491	)
THB	51,364,000	USD	1,651,576		10/13	SCB		(11,906	)
TRY	699,457	USD	349,685		10/13	SCB		(4,116	)
TWD	122,661,000	USD	4,096,894		10/13	SCB		52,159
USD	1,830,533	AUD	2,002,000		10/13	GSC		(36,857	)
USD	4,602,567	AUD	5,047,587		10/13	JPM		(105,633	)
USD	5,007,147	AUD	5,489,000		10/13	SCB		(112,786	)
USD	1,855,273	AUD	2,002,000		01/14	GSC		—
USD	3,589,004	AUD	3,864,587		01/14	MSC		—
USD	3,616,900	BRL	8,244,000		11/13	MSC		(70,096	)
USD	8,980,173	CHF	8,344,216		11/13	GSC		(249,347	)
USD	554,658	CLP	288,644,000		11/13	JPM		(12,938	)
USD	1,279,921	CLP	665,559,000		11/13	SCB		(28,848	)
USD	243,641	EUR	183,422		10/13	CIT		(4,520	)
USD	41,274,215	EUR	31,055,781		10/13	GSC		(674,417	)
USD	255,230	EUR	188,195		10/13	GSC		629
USD	7,945,188	EUR	6,043,439		11/13	GSC		(231,576	)
USD	10,573,056	GBP	6,819,061		10/13	GSC		(464,954	)
USD	803,612	IDR	9,171,821,000		10/13	GSC		14,057
USD	88,204	IDR	1,074,324,000		06/14	SCB		(232	)
USD	7,453,847	INR	478,164,000		10/13	GSC		(108,517	)
USD	4,824,856	INR	318,896,597		10/13	SCB		(249,565	)
USD	2,496,719	INR	172,735,500		11/13	CIT		(232,174	)
USD	17,299,049	JPY	1,716,083,000		11/13	GSC		(164,432	)
USD	2,836,302	JPY	278,332,000		11/13	SCB		4,137
USD	468,141	LKR	63,127,448		10/13	HSB		(9,771	)
USD	338,222	LKR	45,906,853		11/13	HSB		(5,341	)
USD	571,806	LKR	75,900,789		12/13	HSB		5,998
USD	414,264	LKR	55,760,000		01/14	HSB		535
USD	1,010,390	MYR	3,355,000		10/13	GSC		(17,256	)
USD	1,827,865	MYR	6,044,446		10/13	SCB		(23,499	)
USD	2,474,391	MYR	8,068,000		11/13	GSC		(1,117	)
USD	4,109,638	MYR	13,508,326		11/13	JPM		(20,477	)
USD	5,353,244	MYR	17,458,000		11/13	SCB		15,141
USD	127,100	NGN	20,323,214		10/13	DUB		1,176
USD	4,253,328	NZD	5,155,018		11/13	JPM		(10,488	)
USD	349,299	PHP	15,147,000		10/13	GSC		1,408
USD	376,395	PHP	16,391,985		10/13	GSC		(90	)
USD	1,191,046	PHP	52,170,558		10/13	JPM		(7,215	)
USD	5,813,283	RUB	193,941,000		10/13	HSB		(170,150	)
USD	3,706,874	RUB	124,150,000		10/13	SCB		(120,792	)
USD	6,026,454	RUB	196,566,040		11/13	HSB		—
USD	1,910,913	RUB	62,342,960		11/13	SCB		—
USD	390,981	RUB	12,832,000		12/13	GSC		455
USD	1,212,949	RUB	39,342,000		12/13	JPM		15,623
USD	1,822,786	THB	58,055,743		10/13	CIT		(30,500	)
USD	1,251,804	THB	39,907,511		10/13	SCB		(21,976	)
USD	3,933,966	THB	128,227,630		11/13	JPM		(150,933	)
USD	1,132,876	TRY	2,296,000		10/13	SCB		(1,468	)
USD	4,094,296	TWD	122,661,000		10/13	CIT		(54,757	)
USD	1,844,329	ZAR	18,683,489		10/13	SCB		(15,943	)
USD	5,266,963	ZAR	53,249,000		12/13	SCB		20,431
USD	1,833,242	ZAR	18,683,489		01/14	JPM		—
ZAR	18,683,489	USD	1,860,720		10/13	JPM		(447	)
ZMW	1,000,000	USD	187,935		10/13	SCB		248
ZMW	1,004,000	USD	189,085		10/13	SCB		(149	)
Total Forward Foreign Currency Contracts								($3,082,996	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-70

PACIFIC LIFE FUNDS

PL GLOBAL ABSOLUTE RETURN FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

(g) Purchased options outstanding as of September 30, 2013 were as follows:

Foreign Currency Options

Description	Exercise Price		Expiration Date		Counter- party	Notional Amount		Cost		Value
Call - OTC COP versus USD		COP 1,757.00		02/18/14	CIT		COP 10,912,021,000		$70,604		$10,981
Call - OTC COP versus USD		1,757.00		02/18/14	JPM		2,561,813,000		17,701		2,578
									88,305		13,559
Put - OTC GBP versus USD		GBP 1.35		03/13/14	MSC		GBP 11,256,000		165,647		5,303
Put - OTC GBP versus USD		1.40		03/13/14	CIT		5,619,000		127,124		5,373
Put - OTC INR versus USD		INR 56.50		06/09/14	GSC		$2,275,000		32,760		5,182
Put - OTC INR versus USD		56.50		06/09/14	JPM		2,265,000		30,691		5,159
Put - OTC COP versus USD		COP 1,845.00		06/12/14	CIT		2,160,000		30,382		15,736
Put - OTC INR versus USD		INR 57.00		06/16/14	JPM		4,489,000		75,976		12,013
Put - OTC INR versus USD		58.00		06/19/14	JPM		3,568,867		60,671		13,315
									523,251		62,081
									$611,556		$75,640

Options on Exchange-Traded Futures Contracts

Description	Exercise Price		Expiration Date		Counter- party	Number of Contracts		Cost		Value
Call - OTC KOSPI 200 Index Futures (08/14)		KRW 300.00		08/14/14	GSC		98		$133,912		$229,020
Total Purchased Options									$745,468		$304,660

(h) Transactions in written options for the six-month period ended September 30, 2013 were as follows:

	Notional Amount in $		Premium
Outstanding, March 31,2013		—		$—
Call Options Written		10,791,867		196,345
Outstanding, September 30, 2013		10,791,867		$196,345

(i) Premiums received and value of written options outstanding as of September 30, 2013 were as follows:

Foreign Currency Options

Description	Exercise Price		Expiration Date		Counter- party	Notional Amount		Premium		Value
Call - OTC INR versus USD		INR 65.00		06/09/14	GSC		$1,800,000		$33,570		($103,498	)
Call - OTC INR versus USD		65.00		06/09/14	JPM		1,832,000		32,610		(105,338	)
Call - OTC INR versus USD		67.00		06/16/14	JPM		3,591,000		70,922		(164,647	)
Call - OTC INR versus USD		70.00		06/19/14	JPM		3,568,867		59,243		(116,499	)
Total Written Options									$196,345		($489,982	)

(j) Swap agreements outstanding as of September 30, 2013 were as follows:

Credit Default Swaps on Sovereign Issues – Buy Protection (1)

Referenced Obligation	Fixed Deal Pay Rate		Expiration Date		Counter- party	Implied Credit Spread at 09/30/13 (3)		Notional Amount (4)		Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
Croatia Government		1.000%		12/20/16	MSC		2.778%		$198,000		$10,781			$10,567			$214
China Government		1.000%		12/20/17	JPM		0.685%		3,100,000		(41,374	)		(59,131	)		17,757
Croatia Government		1.000%		03/20/18	CIT		3.166%		1,200,000		106,460			83,000			23,460
Thailand Government		1.000%		03/20/18	CIT		1.168%		3,300,000		22,888			(16,419	)		39,307
Croatia Government		1.000%		03/20/18	HSB		3.166%		313,000		27,768			29,014			(1,246	)
Banque Centrale de Tunisie SA		1.000%		03/20/18	JPM		3.470%		375,000		37,428			40,581			(3,153	)
China Government		1.000%		03/20/18	JPM		0.744%		1,100,000		(12,635	)		(17,333	)		4,698
Qatar Government		1.000%		03/20/18	JPM		0.612%		418,000		(7,238	)		(7,056	)		(182	)
Croatia Government		1.000%		03/20/18	MSC		3.166%		1,937,000		171,844			163,963			7,881
Croatia Government		1.000%		03/20/18	MSC		3.166%		325,000		28,833			30,350			(1,517	)
Lebanon Government		5.000%		03/20/18	JPM		3.674%		689,000		(38,246	)		(29,026	)		(9,220	)
Colombia Government		1.000%		06/20/18	CIT		1.263%		460,000		5,351			(695	)		6,046
Croatia Government		1.000%		06/20/18	CIT		3.238%		800,000		76,842			76,719			123
Lebanon Government		1.000%		06/20/18	GSC		3.763%		5,166,000		606,208			715,241			(109,033	)
Qatar Government		1.000%		06/20/18	GSC		0.647%		1,420,000		(23,549	)		(20,960	)		(2,589	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-71

PACIFIC LIFE FUNDS

PL GLOBAL ABSOLUTE RETURN FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

Referenced Obligation	Fixed Deal Pay Rate		Expiration Date		Counter- party		Implied Credit Spread at 09/30/13 (3)		Notional Amount (4)		Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
Russia Foreign		1.000%		06/20/18		JPM		1.652%		$2,307,000		$66,910			$39,755			$27,155
Croatia Government		1.000%		06/20/18		MSC		3.238%		621,000		59,649			64,212			(4,563	)
Croatia Government		1.000%		06/20/18		MSC		3.238%		300,000		28,816			27,859			957
Venezuela Government		5.000%		06/20/18		CIT		8.938%		3,644,000		514,064			430,339			83,725
Bulgaria Government		1.000%		12/20/18		GSC		1.221%		500,000		6,008			6,008			—
Colombia Government		1.000%		12/20/22		CIT		1.736%		6,520,000		376,804			223,551			153,253
Russia Foreign		1.000%		12/20/22		GSC		2.223%		5,240,000		491,977			413,671			78,306
Mexico Government		1.000%		12/20/22		HSB		1.572%		5,910,000		266,923			197,575			69,348
South Africa Government		1.000%		12/20/22		HSB		2.463%		22,560,000		2,505,234			1,985,816			519,418
Spain Government		1.000%		12/20/22		HSB		2.599%		5,250,000		608,980			974,920			(365,940	)
Mexico Government		1.000%		06/20/23		CIT		1.594%		461,000		22,482			15,032			7,450
Venezuela Government		5.000%		06/20/23		GSC		8.792%		850,000		174,140			193,696			(19,556	)
												$6,093,348			$5,571,249			$522,099
Credit Default Swaps on Sovereign Issues – Sell Protection (2)
Referenced Obligation	Fixed Deal Receive Rate		Expiration Date		Counter- party		Implied Credit Spread at 09/30/13 (3)		Notional Amount (4)		Value			Upfront Premiums Paid (Received)			Unrealized Depreciation
South Africa Government		1.000%		12/20/17		HSB		1.720%		$22,560,000		($650,900	)		($463,220	)		($187,680	)
Turkey Government		1.000%		12/20/22		GSC		2.565%		5,240,000		(616,329	)		(346,016	)		(270,313	)
												($1,267,229	)		($809,236	)		($457,993	)
Credit Default Swaps on Credit Indices – Buy Protection (1)
Referenced Obligation			Fixed Deal Pay Rate		Expiration Date		Counter- party		Notional Amount (4)		Value (5)			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
iTraxx ASIA XJ IG 19 5Y				1.000%		06/20/18		CIT		$5,045,000		$47,752			$152,949			($105,197	)
iTraxx ASIA XJ IG 19 5Y				1.000%		06/20/18		GSC		1,544,000		14,614			30,183			(15,569	)
iTraxx ASIA XJ IG 19 5Y				1.000%		06/20/18		JPM		1,148,000		10,866			19,874			(9,008	)
iTraxx FINSNR 20 5Y				1.000%		12/20/18		GSC		EUR 2,695,000		83,418			71,381			12,037
iTraxx FINSUB 19 5Y				5.000%		12/20/18		JPM		4,042,000		(751,553	)		(781,111	)		29,558
												($594,903	)		($506,724	)		($88,179	)
												$4,231,216			$4,255,289			($24,073	)

(1) If the fund is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the fund will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation or underlying investments comprising the referenced index or (ii) receive a net settlement amount in the form of cash or investments equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying investments comprising the referenced index.

(2) If the fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying investments comprising the referenced index or (ii) pay a net settlement amount in the form of cash or investments equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying investments comprising the referenced index.

(3) An implied credit spread is the spread in yield between a U.S. Treasury security and the referenced obligation or underlying investment that are identical in all respects except for the quality rating. Implied credit spreads, represented in absolute terms, utilized in determining the value of credit default swap agreements on sovereign issues of an emerging country as of period end serve as an indicator of the current status of the payment/performance risk and represent the likelihood of risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. Wider credit spreads, in comparison to narrower credit spreads, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood of risk of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced entity or obligation.

(4) The maximum potential amount the fund could be required to pay as a seller of credit protection or receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement.

(5) The quoted market prices and resulting values for credit default swap agreements on credit indices serve as an indicator of the current status of the payment/performance risk and is a representation of the likelihood of an expected liability (or profit) for the credit derivative had the notional amount of the swap agreement been closed/sold as of the period end. Increasing values, in absolute terms when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood of risk of default or other credit event occurring as defined under the terms of the agreement.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-72

PACIFIC LIFE FUNDS

PL GLOBAL ABSOLUTE RETURN FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

Cross-Currency Swaps

Notional Amount on Fixed Rate Currency Received	Notional Amount on Floating Rate Currency Delivered		Pay/Receive Floating Rate	Counter- party	Fixed Rate		Expiration Date		Value		Upfront Premiums Paid (Received)		Unrealized Appreciation
TRY 11,627,055		$6,521,062	Receive	MSC		5.370%		04/01/20		$46,099		$—		$46,099
2,145,966		1,120,609	Receive	JPM		7.860%		07/21/21		79,463		—		79,463
1,169,919		611,243	Receive	HSB		7.850%		02/23/22		1,468,097		—		1,468,097
										$1,593,659		$—		$1,593,659

Interest Rate Swaps

Floating Rate Index	Counter- party	Pay/Receive Floating Rate	Fixed Rate		Expiration Date		Notional Amount		Value			Upfront Premiums Paid (Received)		Unrealized Appreciation (Depreciation)
Brazil CETIP Interbank	JPM	Pay		10.554%		01/02/15		BRL 33,820,792		$74,560			$—		$74,560
Brazil CETIP Interbank	JPM	Pay		11.443%		01/02/17		28,682,428		102,821			—		102,821
6-Month PLN-WIBOR	HSB	Receive		3.356%		12/12/17		PLN 6,880,000		5,292			—		5,292
6-Month PLN-WIBOR	HSB	Pay		3.430%		12/12/17		60,000,000		192,259			—		192,259
6-Month PLN-WIBOR	HSB	Receive		3.620%		12/12/17		13,000,000		(41,460	)		—		(41,460	)
6-Month CLP-CLICP	CIT	Pay		2.010%		05/20/18		CLP 5,556,830,000		148,729			—		148,729
6-Month CLP-CLICP	CIT	Receive		4.700%		05/20/18		5,556,830,000		(39,301	)		—		(39,301	)
1-Month MXN Interbank TIIE	CIT	Receive		5.400%		07/13/18		MXN 27,220,000		(14,443	)		—		(14,443	)
1-Month MXN Interbank TIIE	JPM	Receive		5.410%		07/13/18		39,995,000		(40,175	)		—		(40,175	)
1-Month MXN Interbank TIIE	CIT	Receive		5.440%		07/17/18		13,850,000		(8,814	)		—		(8,814	)
1-Month MXN Interbank TIIE	JPM	Receive		5.445%		07/17/18		10,380,000		(6,780	)		—		(6,780	)
1-Month MXN Interbank TIIE	CIT	Receive		5.395%		07/18/18		13,870,000		(6,634	)		—		(6,634	)
3-Month KRW-KWCDC	JPM	Receive		3.260%		08/19/18		KRW 351,239,000		(3,418	)		—		(3,418	)
3-Month KRW-KWCDC	GSC	Receive		3.263%		08/19/18		1,053,717,000		(10,406	)		—		(10,406	)
3-Month KRW-KWCDC	CIT	Receive		3.300%		08/20/18		1,462,044,000		(16,733	)		—		(16,733	)
3-Month KRW-KWCDC	CIT	Receive		3.263%		08/22/18		6,026,889,001		(58,959	)		—		(58,959	)
3-Month NZD Bank Bills	JPM	Pay		4.125%		02/25/23		NZD 1,422,000		(43,147	)		—		(43,147	)
3-Month NZD Bank Bills	JPM	Pay		4.140%		02/25/23		1,015,000		(61,815	)		—		(61,815	)
3-Month NZD Bank Bills	JPM	Pay		4.060%		06/04/23		1,620,000		(67,271	)		—		(67,271	)
3-Month NZD Bank Bills	CIT	Pay		4.073%		06/05/23		950,000		(38,932	)		—		(38,932	)
6-Month AUD Bank Bills	CIT	Pay		4.310%		07/04/23		AUD 749,000		2,208			—		2,208
6-Month AUD Bank Bills	CIT	Pay		4.320%		07/04/23		763,000		2,849			—		2,849
1-Month MXN Interbank TIIE	CIT	Pay		6.380%		07/07/23		MXN 15,630,000		(16,065	)		—		(16,065	)
1-Month MXN Interbank TIIE	JPM	Pay		6.390%		07/07/23		22,570,000		(21,892	)		—		(21,892	)
1-Month MXN Interbank TIIE	CIT	Pay		6.404%		07/11/23		7,940,000		(7,331	)		—		(7,331	)
1-Month MXN Interbank TIIE	JPM	Pay		6.410%		07/11/23		5,880,000		(5,226	)		—		(5,226	)
1-Month MXN Interbank TIIE	CIT	Pay		6.360%		07/12/23		7,950,000		(9,433	)		—		(9,433	)
6-Month AUD Bank Bills	CIT	Pay		4.295%		07/15/23		AUD 4,804,000		7,205			—		7,205
6-Month AUD Bank Bills	CIT	Pay		4.459%		08/22/23		7,933,000		97,042			—		97,042
6-Month AUD Bank Bills	CIT	Pay		4.510%		08/26/23		3,104,000		49,575			—		49,575
										$164,305			$—		$164,305

Total Return Swaps

Receive Total Return	Pay	Counter- party	Expiration Date		Notional Amount		Value			Upfront Premiums Paid (Received)		Unrealized Appreciation (Depreciation)
Interest from Guatemala Bills	3-Month USD-LIBOR + 50 bps	CIT		12/05/13		GTQ 2,350,000		$3,630			$—		$3,630
					Number Of Contracts
KOSPI 200 Index Futures (12/13)	NA	CIT		12/12/13		7		(7,130	)		—		(7,130	)
WIG 20 Index Futures (12/13)	NA	JPM		12/20/13		239		(3,548	)		—		(3,548	)
								($7,048	)		$—		($7,048	)
Total Swap Agreements								$5,982,132			$4,255,289		$1,726,843

(k) As of September 30, 2013, investments with a total aggregate value of $3,916,946 were fully or partially segregated with the broker(s)/custodian as collateral for open futures contracts, forward foreign currency contracts, option contracts and swap contracts.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-73

PACIFIC LIFE FUNDS

PL GLOBAL ABSOLUTE RETURN FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

(l) Fair Value Measurements

The following is a summary of the fund's investments as categorized under the three-tier hierarchy of inputs used in valuing the fund's assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013			Level 1 Quoted Price			Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Common Stocks (1)		$2,886,647			$—			$2,886,647			$—
	Mortgage-Backed Securities		3,294,094			—			3,294,094			—
	Foreign Government Bonds & Notes		87,051,109			—			87,051,109			—
	Short-Term Investments		100,041,548			39,430,168			60,611,380			—
	Derivatives:
	Credit Contracts
	Swaps		6,373,040			—			6,373,040			—
	Equity Contracts
	Futures		94,944			94,944			—			—
	Purchased Options		229,020			—			229,020			—
	Total Equity Contracts		323,964			94,944			229,020			—
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		808,398			—			808,398			—
	Purchased Options		75,640			—			75,640			—
	Swaps		1,593,659			—			1,593,659			—
	Total Foreign Currency Contracts		2,477,697			—			2,477,697			—
	Interest Rate Contracts
	Swaps		686,170			—			682,540			3,630
	Total Assets - Derivatives		9,860,871			94,944			9,762,297			3,630
	Total Assets		203,134,269			39,525,112			163,605,527			3,630
Liabilities	Securities Sold Short
	Foreign Government Bonds & Notes		(15,879,390	)		—			(15,879,390	)		—
	Derivatives:
	Credit Contracts
	Swaps		(2,141,824	)		—			(2,141,824	)		—
	Equity Contracts
	Futures		(67	)		(67	)		—			—
	Swaps		(10,678	)		—			(10,678	)		—
	Total Equity Contracts		(10,745	)		(67	)		(10,678	)		—
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(3,891,394	)		—			(3,891,394	)		—
	Written Options		(489,982	)		—			(489,982	)		—
	Total Foreign Currency Contracts		(4,381,376	)		—			(4,381,376	)		—
	Interest Rate Contracts
	Futures		(889,298	)		(889,298	)		—			—
	Swaps		(518,235	)		—			(518,235	)		—
	Total Interest Rate Contracts		(1,407,533	)		(889,298	)		(518,235	)		—
	Total Liabilities - Derivatives		(7,941,478	)		(889,365	)		(7,052,113	)		—
	Total Liabilities		(23,820,868	)		(889,365	)		(22,931,503	)		—
	Total		$179,313,401			$38,635,747			$140,674,024			$3,630

(1) For equity investments categorized in a single level, refer to the schedule of investments for further geographical region breakout.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-74

PACIFIC LIFE FUNDS

PL PRECIOUS METALS FUND

Schedule of Investments

September 30, 2013 (Unaudited)

	Shares		Value
COMMON STOCKS - 92.1%
Australia - 5.9%
Gryphon Minerals Ltd *		270,410		$36,943
Newcrest Mining Ltd		252,191		2,755,056
Perseus Mining Ltd *		600,274		317,399
Regis Resources Ltd *		400,745		1,504,150
Troy Resources Ltd *		79,274		113,040
				4,726,588
Bermuda - 0.8%
Continental Gold Ltd *		170,150		616,144
Canada - 64.8%
Agnico Eagle Mines Ltd		117,780		3,117,637
Alamos Gold Inc		231,583		3,597,231
Aureus Mining Inc *		190,931		108,327
AuRico Gold Inc		155,000		591,379
B2Gold Corp *		560,000		1,397,214
Barrick Gold Corp		121,643		2,264,993
Centerra Gold Inc		220,938		1,033,854
Detour Gold Corp *		240,451		2,037,898
Eldorado Gold Corp		628,601		4,241,325
First Quantum Minerals Ltd		27,489		511,858
Franco-Nevada Corp		74,553		3,382,226
Goldcorp Inc		295,804		7,693,862
IAMGOLD Corp		220,437		1,052,910
Kinross Gold Corp		720,932		3,632,481
MAG Silver Corp *		67,430		398,014
New Gold Inc *		260,557		1,553,148
Osisko Mining Corp *		700,767		3,544,484
Platinum Group Metals Ltd *		344,000		347,323
Pretium Resources Inc *		20,486		141,406
Rio Alto Mining Ltd *		200,710		401,401
SEMAFO Inc		220,249		530,283
Silver Wheaton Corp		93,754		2,322,287
Tahoe Resources Inc *		119,063		2,143,030
Timmins Gold Corp *		62,050		104,817
Torex Gold Resources Inc *		480,392		620,282
Yamana Gold Inc		521,495		5,422,272
				52,191,942
Peru - 0.4%
Cia de Minas Buenaventura SA ADR		31,754		371,839
South Africa - 1.2%
AngloGold Ashanti Ltd ADR		36,457		484,149
Impala Platinum Holdings Ltd		36,972		454,848
				938,997
United Kingdom - 13.3%
Fresnillo PLC		165,285		2,606,714
Hochschild Mining PLC		72,124		211,768
Randgold Resources Ltd ADR		111,085		7,945,910
				10,764,392
United States - 5.7%
Newmont Mining Corp		60,921		1,711,880
Royal Gold Inc		58,717		2,857,169
				4,569,049
Total Common Stocks (Cost $101,400,708)				74,178,951

	Shares		Value
SHORT-TERM INVESTMENT - 8.6%
Money Market Fund - 8.6%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		6,921,040		$6,921,040
Total Short-Term Investment (Cost $6,921,040)				6,921,040
TOTAL INVESTMENT - 100.7% (Cost $108,321,748)				81,099,991
OTHER ASSETS & LIABILITIES, NET - (0.7%)				(552,733	)
NET ASSETS - 100.0%				$80,547,258

Notes to Schedule of Investments

(a) As of September 30, 2013, the fund was diversified by precious metals sector as a percentage of net assets as follows:

Gold	80.5%
Precious Metals & Minerals	10.5%
Other (each less than 3.0%)	1.1%
	92.1%
Short-Term Investment	8.6%
Other Assets & Liabilities, Net	(0.7%	)
	100.0%

(b) As of September 30, 2013, the fund was diversified by geographical region as a percentage of net assets as follows:

Canada	64.8%
United States	14.3%
United Kingdom	13.3%
Australia	5.9%
Others (each less than 3.0%)	2.4%
	100.7%
Other Assets & Liabilities, Net	(0.7%	)
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-75

PACIFIC LIFE FUNDS

PL PRECIOUS METALS FUND

Schedule of Investments (Continued)

September 30, 2013 (Unaudited)

(c) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2013:

		Total Value at September 30, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks
	Australia		$4,726,588		$—		$4,726,588		$—
	Bermuda		616,144		616,144		—		—
	Canada		52,191,942		52,083,615		108,327		—
	Peru		371,839		371,839		—		—
	South Africa		938,997		484,149		454,848		—
	United Kingdom		10,764,392		7,945,910		2,818,482		—
	United States		4,569,049		4,569,049		—		—
			74,178,951		66,070,706		8,108,245		—
	Short-Term Investment		6,921,040		6,921,040		—		—
	Total		$81,099,991		$72,991,746		$8,108,245		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-77

A-76

PACIFIC LIFE FUNDS

Schedule of Investments (Continued)

Explanation of Symbols and Terms

September 30, 2013 (Unaudited)

Explanation of Symbols:
*	Non-income producing investments.
"	Pass-through securities backed by a pool of mortgages or other loans on which principal payments are periodically made. Therefore, the effective maturity is shorter than the stated maturity.
^	Investments with their principal amount adjusted for inflation.
§	Variable rate investments. The rate shown is based on the latest available information as of September 30, 2013. For Senior Loan Notes, the rate shown may represent a weighted average interest rate.
W	Investments were in default as of September 30, 2013.
±	The security is a perpetual bond and has no definite maturity date.
µ	Unsettled position. Contract rates do not take effect until settlement date.
~	Securities are not registered under the Securities Act of 1933 (1933 Act). These securities are either (1) exempt from registration pursuant to Rule 144A of the 1933 Act and may only be sold to “qualified institutional buyers”, or (2) the securities comply with Regulation S rules governing offers and sales made outside the United States without registration under the 1933 Act and contain certain restrictions as to public resale.
¯	Restricted Securities. These securities are not registered and may not be sold to the public. There are legal and/or contractual restrictions on resale. The Trust does not have the right to demand that such securities be registered. The values of these securities are determined by valuations provided by pricing services, brokers, dealers, market makers, or in good faith under the procedures established by the Trust’s Board of Trustees (the “Board’).
‡	Investments were fully or partially segregated with the broker(s)/custodian as collateral for securities sold short, futures contracts, swap contracts and/or forward foreign currency contracts, if any, as of September 30, 2013.
+	The values of these investments were determined by the Trustee Valuation Committee or determined by a valuation committee established under the Valuation Policy and then subsequently submitted for approval or ratification to either the Trustee Valuation Committee, or to the Board. Each determination was made in good faith in accordance with the procedures established by the Board and the provisions of the Investment Company Act of 1940 (See Note 3C in Notes to Financial Statements).
l	Total shares owned by the fund as of September 30, 2013 were less than one share.
Counterparty Abbreviations:
ANZ	Australia and New Zealand Banking Group
BNY	Bank of New York Mellon
BRC	Barclays
CIB	Canadian Imperial Bank of Commerce
CIT	Citigroup
CME	Chicago Mercantile Exchange
CSF	Credit Suisse
DUB	Deutsche Bank
GSC	Goldman Sachs
HSB	HSBC
ICE	Intercontinental Exchange Inc
JPM	JPMorgan Chase
MER	Merrill Lynch
MSC	Morgan Stanley
RBC	Royal Bank of Canada
RBS	Royal Bank of Scotland
SCB	Standard Chartered Bank
SGN	Societe Generale
SSB	State Street Bank
TDB	Toronto Dominion Bank
UBS	UBS
WBC	Westpac Banking Group

Notes:

The countries listed in the Schedules of Investments are based on country of incorporation.

Currency Abbreviations:
AED	United Arab Emirates Dirham
ARS	Argentine Peso
AUD	Australian Dollar
BRL	Brazilian Real
CAD	Canadian Dollar
CHF	Swiss Franc
CLP	Chilean Peso
CNH	Renminbi Offshore (Hong Kong)
CNY	Chinese Renminbi
COP	Colombian Peso
CZK	Czech Koruna
DKK	Danish Krone
EUR	Euro
GBP	British Pound
GHS	Ghana Cedi
GTQ	Guatemalan Quetzal
HKD	Hong Kong Dollar
HRK	Croatian Kuna
HUF	Hungarian Forint
IDR	Indonesian Rupiah
ILS	Israeli Shekel
INR	Indian Rupee
JOD	Jordanian Dinar
JPY	Japanese Yen
KES	Kenyan Shilling
KRW	Korean Won
LBP	Lebanese Pound
LKR	Sri Lankan Rupee
MXN	Mexican Peso
MYR	Malaysian Ringgit
NGN	Nigerian Naira
NOK	Norwegian Krone
NZD	New Zealand Dollar
PEN	Peruvian Nuevo Sol
PHP	Philippine Peso
PLN	Polish Zloty
RON	Romanian Leu
RSD	Serbian Dinar
RUB	Russian Ruble
SEK	Swedish Krona
SGD	Singapore Dollar
THB	Thai Baht
TRY	Turkish Lira
TWD	Taiwan Dollar
USD	United States Dollar
UYU	Uruguayan Peso
ZAR	South African Rand
ZMW	Zambian Kwacha
Other Abbreviations:
ADR	American Depositary Receipt
CDO	Collateralized Debt Obligation
CLO	Collateralized Loan Obligation
CPI	Consumer Price Index
CVA	Certificaten Van Aandelen (Dutch Certificate)
FDR	Fiduciary Depositary Receipt
GDR	Global Depositary Receipt
IO	Interest Only
JIBAR	Johannesburg Interbank Agreed Rate
KLIBOR	Kuala Lumpur Interbank Offered Rate
LIBOR	London Interbank Offered Rate
‘NY’	New York Shares
OTC	Over the Counter
PIK	Payment-In-Kind
REIT	Real Estate Investment Trust
WIBOR	Warsaw Interbank Offered Rate

See Notes to Financial Statements

A-77

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES

SEPTEMBER 30, 2013 (Unaudited)

		PL Floating Rate Loan Fund		PL Inflation Managed Fund			PL Managed Bond Fund			PL Short Duration Bond Fund			PL Emerging Markets Debt Fund			PL Comstock Fund
ASSETS
Investments and repurchase agreements, at cost			$119,072,310		$179,430,175			$756,374,536			$229,100,592			$109,784,522			$194,566,618
Investments, at value			$119,678,321		$175,362,139			$728,445,098			$229,542,392			$108,106,123			$278,002,370
Repurchase agreements, at value			—		400,000			30,100,000			—			—			—
Cash (1)			—		45,000			1,287,000			—			—			—
Foreign currency held, at value (2)			—		100,317			1,006,304			—			656,082			—
Receivables:
	Dividends and interest		846,719		471,358			1,941,697			1,254,966			1,712,427			404,291
	Fund shares sold		124,839		629,357			38,468			—			765,075			—
	Securities sold		1,366,772		—			137,544,959			599,927			81,992			662,964
	Securities sold short		—		—			1,027,188			—			—			—
	Foreign tax reclaim		—		—			—			—			—			22,383
	Due from adviser		13,414		14,263			51,788			22,234			11,676			12,443
Forward foreign currency contracts appreciation			—		123,155			80,568			18,885			414,751			—
Unfunded loan commitment appreciation			2,061		—			—			—			—			—
Prepaid expenses and other assets			521		1,101			2,783			1,008			465			964
Swap contracts, at value			—		191,292			4,274,427			—			1,120,089			—
Total Assets			122,032,647		177,337,982			905,800,280			231,439,412			112,868,680			279,105,415
LIABILITIES
Payables:
	Fund shares redeemed		—		—			21,105			—			—			84,419
	Securities purchased		4,497,281		529,114			307,067,879			772,500			265,281			599,219
	Securities sold short, at value (Proceeds $1,027,188)		—		—			1,048,906			—			—			—
	Swap agreements		—		22,694			25,631			—			—			—
	Variation margin		—		5,066			3,183,676			1,875			—			—
	Sale-buyback financing transactions		—		5,174,583			—			—			—			—
	Due to brokers (3)		—		129,000			2,077,200			—			—			—
	Accrued advisory fees		62,778		53,836			192,090			75,831			69,271			168,723
	Accrued administration fees		14,487		20,188			72,034			28,437			13,236			34,433
	Accrued support service expenses		8,343		12,202			43,190			17,282			6,555			20,261
	Accrued custodian fees and expenses		14,793		12,980			36,527			11,799			21,496			5,657
	Accrued transfer agency out-of-pocket expenses		4,007		5,457			20,343			8,301			3,149			9,733
	Accrued legal, audit and tax service fees		9,549		13,783			49,370			19,654			7,125			22,568
	Accrued trustees’ fees and expenses and deferred compensation		288		1,691			7,910			771			58			2,593
	Accrued other		8,475		7,945			36,950			17,045			14,735			10,921
Forward foreign currency contracts depreciation			—		322,284			647,218			—			524,049			649,145
Outstanding options written, at value (premiums received $218,664 and $302,849)			—		86,589			286,273			—			—			—
Swap contracts, at value			—		722,901			718,443			—			45,665			—
Total Liabilities			4,620,001		7,120,313			315,534,745			953,495			970,620			1,607,672
NET ASSETS			$117,412,646		$170,217,669			$590,265,535			$230,485,917			$111,898,060			$277,497,743
NET ASSETS CONSIST OF:
Paid-in capital			$112,460,999		$176,959,858			$581,485,604			$228,809,562			$112,782,446			$207,293,339
Undistributed net investment income			3,487,536		949,472			5,038,820			2,204,460			3,219,409			3,236,504
Undistributed/accumulated net realized gain (loss)			856,039		(3,304,537	)		(167,302	)		(878,214	)		(2,106,878	)		(15,819,275	)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies			608,072		(4,387,124	)		3,908,413			350,109			(1,996,917	)		82,787,175
NET ASSETS			$117,412,646		$170,217,669			$590,265,535			$230,485,917			$111,898,060			$277,497,743
Class P Shares:
	Shares of beneficial interest outstanding		11,309,893		18,852,207			54,262,721			22,813,347			11,279,278			17,611,810
	Net Asset Value per share		$10.38		$9.03			$10.88			$10.10			$9.92			$15.76

(1) Includes cash collateral segregated for certain derivative investments (see Notes to Schedules of Investments) in the PL Inflation Managed and PL Managed Bond Funds of $45,000 and $1,287,000, respectively.

(2) The cost of foreign currency for the PL Inflation Managed, PL Managed Bond and PL Emerging Markets Debt Funds was $99,246, $1,008,854 and $652,090, respectively.

(3) The PL Inflation Managed and PL Managed Bond Funds received cash collateral to mitigate risk of loss to certain counterparties, which will be repaid based on master netting arrangements between the Funds and the counterparties. The Funds invest such cash collateral in investments securities. (See Note 5 in Notes to Financial Statements).

See Notes to Financial Statements

B-1

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

SEPTEMBER 30, 2013 (Unaudited)

		PL Growth Fund			PL Large-Cap Growth Fund		PL Large-Cap Value Fund			PL Main Street Core Fund			PL Mid-Cap Equity Fund		PL Mid-Cap Growth Fund
ASSETS
Investments, at cost			$64,811,799			$135,953,075		$226,591,201			$171,978,854			$129,966,530		$59,404,433
Investments, at value			$76,394,654			$160,243,149		$343,340,859			$233,313,140			$153,939,750		$78,726,362
Foreign currency held, at value (1)			—			405		—			—			—		6,845
Receivables:
	Dividends and interest		59,573			72,508		651,909			147,433			197,884		36,232
	Fund shares sold		802,140			—		—			—			—		285,204
	Securities sold		236,506			2,511,993		—			—			—		—
	Foreign tax reclaim		1,896			—		19,687			4,561			672		3,845
	Due from adviser		804			780		18,325			9,934			1,772		681
Prepaid expenses and other assets			1,313			1,209		1,449			1,351			557		298
Total Assets			77,496,886			162,830,044		344,032,229			233,476,419			154,140,635		79,059,467
LIABILITIES
Payables:
	Fund shares redeemed		42,210			63,315		105,524			94,972			68,591		36,933
	Securities purchased		745,612			3,460,737		—			902,899			316,905		—
	Foreign currency due to custodian (1)		—			—		—			91,596			—		—
	Accrued advisory fees		31,959			90,708		183,915			85,417			81,571		43,872
	Accrued administration fees		8,716			19,300		42,442			28,472			18,824		9,401
	Accrued support service expenses		3,575			10,726		24,726			16,090			10,726		4,768
	Accrued custodian fees and expenses		13,053			16,889		5,799			4,414			7,715		14,666
	Accrued transfer agency out-of-pocket expenses		1,718			5,152		11,742			7,729			5,152		2,290
	Accrued legal, audit and tax service fees		4,091			12,276		28,030			19,156			12,028		5,456
	Accrued trustees’ fees and expenses and deferred compensation		2,446			6,116		4,366			648			411		2,569
	Accrued other		3,873			6,038		12,750			8,156			5,652		2,760
Total Liabilities			857,253			3,691,257		419,294			1,259,549			527,575		122,715
NET ASSETS			$76,639,633			$159,138,787		$343,612,935			$232,216,870			$153,613,060		$78,936,752
NET ASSETS CONSIST OF:
Paid-in capital			$65,949,424			$101,807,827		$233,606,875			$174,439,142			$117,599,472		$55,827,355
Undistributed net investment income			669,062			315,996		3,991,101			1,693,865			882,939		52,713
Undistributed/accumulated net realized gain (loss)			(1,562,018	)		32,724,668		(10,734,699	)		(5,250,381	)		11,157,428		3,734,720
Net unrealized appreciation on investments and assets and liabilities in foreign currencies			11,583,165			24,290,296		116,749,658			61,334,244			23,973,221		19,321,964
NET ASSETS			$76,639,633			$159,138,787		$343,612,935			$232,216,870			$153,613,060		$78,936,752
Class P Shares:
	Shares of beneficial interest outstanding		4,858,041			13,589,624		22,769,148			17,317,180			12,454,556		7,875,310
	Net Asset Value per share		$15.78			$11.71		$15.09			$13.41			$12.33		$10.02

(1) The cost of foreign currency for the PL Large-Cap Growth, PL Main Street Core and PL Mid-Cap Growth Funds was $398, ($91,596) and $6,860.

See Notes to Financial Statements

B-2

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

SEPTEMBER 30, 2013 (Unaudited)

		PL Small-Cap Growth Fund		PL Small-Cap Value Fund		PL Real Estate Fund			PL Emerging Markets Fund			PL International Large-Cap Fund			PL International Value Fund
ASSETS
Investments, at cost			$42,317,684		$104,464,632		$43,202,976			$110,470,808			$160,645,988			$137,798,549
Investments, at value			$57,401,753		$136,390,368		$61,474,693			$138,003,426			$228,496,409			$170,692,665
Foreign currency held, at value (1)			—		—		—			339,677			59,898			487,222
Receivables:
	Dividends and interest		27,588		172,960		161,427			181,095			467,989			528,985
	Fund shares sold		—		—		98,528			340,532			—			—
	Securities sold		821,201		—		42,368			330,756			313,216			1,656,863
	Foreign tax reclaim		—		—		—			4,507			340,973			112,502
	Due from adviser		489		1,467		718			49,923			22,240			19,571
Forward foreign currency contracts appreciation			—		—		—			—			—			798,735
Prepaid expenses and other assets			212		530		309			460			920			700
Total Assets			58,251,243		136,565,325		61,778,043			139,250,376			229,701,645			174,297,243
LIABILITIES
Payables:
	Fund shares redeemed		36,933		84,419		42,210			73,867			94,972			68,591
	Securities purchased		467,617		1,130,881		460,246			382,285			532,387			1,194,039
	Accrued advisory fees		28,097		82,616		44,656			87,638			157,220			90,713
	Accrued administration fees		7,024		16,523		7,443			16,432			27,745			20,934
	Accrued support service expenses		3,868		9,534		4,465			8,636			15,191			11,323
	Accrued custodian fees and expenses		7,087		3,726		5,844			182,711			44,758			44,625
	Accrued transfer agency out-of-pocket expenses		1,724		4,580		2,010			4,014			7,162			5,439
	Accrued legal, audit and tax service fees		4,284		10,788		5,090			9,741			17,243			12,958
	Accrued trustees’ fees and expenses and deferred compensation		1,604		85		149			326			1,972			2,947
	Accrued foreign capital gains tax		—		—		—			49,577			—			—
	Accrued other		3,283		6,320		2,483			14,248			12,317			7,233
Forward foreign currency contracts depreciation			—		—		—			—			—			558,720
Total Liabilities			561,521		1,349,472		574,596			829,475			910,967			2,017,522
NET ASSETS			$57,689,722		$135,215,853		$61,203,447			$138,420,901			$228,790,678			$172,279,721
NET ASSETS CONSIST OF:
Paid-in capital			$42,396,347		$96,398,294		$50,350,026			$110,650,036			$172,153,365			$190,323,349
Undistributed net investment income			17,433		1,592,284		590,714			474,423			3,392,826			3,188,840
Undistributed/accumulated net realized gain (loss)			191,873		5,299,441		(8,009,010	)		(196,101	)		(14,618,180	)		(54,379,912	)
Net unrealized appreciation on investments and assets and liabilities in foreign currencies			15,084,069		31,925,834		18,271,717			27,492,543			67,862,667			33,147,444
NET ASSETS			$57,689,722		$135,215,853		$61,203,447			$138,420,901			$228,790,678			$172,279,721
Class P Shares:
	Shares of beneficial interest outstanding		3,794,626		10,266,306		4,646,605			9,310,100			12,792,038			16,890,190
	Net Asset Value per share		$15.20		$13.17		$13.17			$14.87			$17.89			$10.20

(1) The cost of foreign currency for the PL Emerging Markets, PL International Large-Cap and PL International Value Funds was $333,516, $59,310 and $484,207 respectively.

See Notes to Financial Statements

B-3

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

SEPTEMBER 30, 2013 (Unaudited)

		PL Currency Strategies Fund			PL Global Absolute Return Fund			PL Precious Metals Fund
ASSETS
Investments and repurchase agreements, at cost			$124,761,498			$197,659,989			$108,321,748
Investments, at value			$127,016,654			$176,742,824			$81,099,991
Repurchase agreements, at value			—			16,835,234			—
Cash (1)			1,230,000			361,340			—
Foreign currency held, at value (2)			83,823			453,209			115,189
Receivables:
	Dividends and interest		294,891			2,174,993			27,953
	Fund shares sold		—			275,834			—
	Securities sold		—			690,781			149,492
	Variation margin		—			484,618			—
	Foreign tax reclaim		—			3,237			46,076
	Due from adviser		6,129			9,456			6,630
Forward foreign currency contracts appreciation			1,318,641			808,398			—
Prepaid expenses and other assets			2,594			10,773			404
Swap contracts, at value			—			8,652,869			—
Total Assets			129,952,732			207,503,566			81,445,735
LIABILITIES
Payables:
	Fund shares redeemed		42,210			52,762			42,210
	Securities purchased		—			857,658			748,353
	Securities sold short, at value (proceeds $15,776,807)		—			15,879,390			—
	Swap agreements		—			6,008			—
	Due to broker (3)		—			1,960,284			—
	Accrued advisory fees		68,127			118,118			47,422
	Accrued administration fees		15,722			22,147			10,461
	Accrued support service expenses		9,535			13,111			4,768
	Accrued custodian fees and expenses		11,287			58,181			16,378
	Accrued transfer agency out-of-pocket expenses		4,580			6,297			2,290
	Accrued legal, audit and tax service fees		10,288			14,628			5,203
	Accrued trustees’ fees and expenses and deferred compensation		84			116			42
	Accrued interest		—			329,136			—
	Accrued other		4,915			9,107			21,350
Forward foreign currency contracts depreciation			5,887,602			3,891,394			—
Outstanding options written, at value (premiums received $196,345)			—			489,982			—
Swap contracts, at value			—			2,670,737			—
Total Liabilities			6,054,350			26,379,056			898,477
NET ASSETS			$123,898,382			$181,124,510			$80,547,258
NET ASSETS CONSIST OF:
Paid-in capital			$121,637,014			$186,510,351			$110,896,198
Undistributed net investment income			4,561,303			4,689,508			167,803
Undistributed/accumulated net realized gain (loss)			7,174			(3,439,438	)		(3,298,034	)
Net unrealized depreciation on investments and assets and liabilities in foreign currencies			(2,307,109	)		(6,635,911	)		(27,218,709	)
NET ASSETS			$123,898,382			$181,124,510			$80,547,258
Class P Shares:
	Shares of beneficial interest outstanding		12,135,336			18,625,345			13,232,528
	Net Asset Value per share		$10.21			$9.72			$6.09

(1) Includes cash collateral segregated for certain derivative investments (see Notes to Schedule of Investments) in the PL Currency Strategies Fund of $1,230,000.

(2) The cost of foreign currency for the PL Currency Strategies, PL Global Absolute Return and PL Precious Metals Funds was $83,719, $456,236 and $112,772 respectively.

(3) The PL Global Absolute Return Fund received cash collateral to mitigate risk of loss to certain counterparties, which will be repaid based on master netting arrangements between the Fund and the counterparties. The Fund invests such cash collateral in investment securities (See Note 5 in Notes to Financial Statements).

See Notes to Financial Statements

B-4

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS

FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2013 (Unaudited)

		PL Floating Rate Loan Fund			PL Inflation Managed Fund			PL Managed Bond Fund			PL Short Duration Bond Fund			PL Emerging Markets Debt Fund			PL Comstock Fund
INVESTMENT INCOME
Dividends, net of foreign taxes withheld			$365			$35			$6,308			$556			$252			$2,868,954
Interest, net of foreign taxes withheld			2,751,800			2,419,307			4,314,513			2,209,515			2,712,702			—
Other			13,707			—			—			—			—			—
Total Investment Income			2,765,872			2,419,342			4,320,821			2,210,071			2,712,954			2,868,954
EXPENSES
Advisory fees			436,921			321,659			1,170,354			465,633			367,390			1,037,521
Administration fees			87,384			120,622			438,883			174,612			70,202			207,504
Support services expenses			9,648			14,382			50,254			19,998			7,664			23,259
Custodian fees and expenses			15,999			13,402			36,135			11,967			21,787			4,821
Shareholder report expenses			2,019			2,874			10,345			4,170			1,586			4,863
Transfer agency out-of-pocket expenses			8,169			11,965			42,343			16,890			6,452			19,677
Registration fees			1,703			2,437			8,771			3,521			1,345			4,100
Legal, audit and tax service fees			8,397			12,083			43,234			17,430			6,561			20,577
Trustees’ fees and expenses			1,906			2,806			9,889			3,954			1,473			4,639
Interest expense			—			5,042			4,002			—			—			—
Other			25,454			19,451			72,823			38,628			20,206			10,703
Total Expenses			597,600			526,723			1,887,033			756,803			504,666			1,337,664
Advisory Fee Waiver (1)			(58,256	)		—			—			—			—			(20,750	)
Adviser Reimbursement (2)			(73,295	)		(79,400	)		(273,794	)		(116,557	)		(67,095	)		(92,639	)
Net Expenses			466,049			447,323			1,613,239			640,246			437,571			1,224,275
NET INVESTMENT INCOME			2,299,823			1,972,019			2,707,582			1,569,825			2,275,383			1,644,679
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
	Investment security transactions		313,125			(1,457,821	)		751,770			(467,289	)		(3,146,956	)		6,314,701
	Closed short positions		—			5,383			2,469			—			1,000			—
	Futures contracts and swap transactions		—			(452,466	)		(1,622,350	)		1,675			(30,842	)		—
	Written option transactions		—			163,756			461,284			—			—			—
	Foreign currency transactions		—			(204,528	)		(1,240,884	)		(25,628	)		(43,050	)		(838,295	)
	Net Realized Gain (Loss)		313,125			(1,945,676	)		(1,647,711	)		(491,242	)		(3,219,848	)		5,476,406
Change In Net Unrealized Appreciation (Depreciation) On:
	Investment securities		(1,013,869	)		(10,956,450	)		(14,045,395	)		(1,415,335	)		(3,893,756	)		18,187,517
	Unfunded loan commitments		2,061			—			—			—			—			—
	Short positions		—			—			(21,718	)		—			—			—
	Futures contracts and swaps		—			(598,568	)		1,907,420			(96,371	)		(202,192	)		—
	Written options		—			(17,247	)		(106,874	)		—			—			—
	Foreign currencies		—			(270,588	)		(1,132,592	)		24,012			(152,119	)		(601,734	)
	Change in Net Unrealized Appreciation (Depreciation)		(1,011,808	)		(11,842,853	)		(13,399,159	)		(1,487,694	)		(4,248,067	)		17,585,783
NET GAIN (LOSS)			(698,683	)		(13,788,529	)		(15,046,870	)		(1,978,936	)		(7,467,915	)		23,062,189
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS			$1,601,140			($11,816,510	)		($12,339,288	)		($409,111	)		($5,192,532	)		$24,706,868
Foreign taxes withheld on dividends and interest			$—			$3,451			$—			$—			$23,657			$66,637

(1) See Note 6 in Notes to Financial Statements.

(2) See Note 7B in Notes to Financial Statements.

See Notes to Financial Statements

B-5

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS (Continued)

FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2013 (Unaudited)

		PL Growth Fund			PL Large-Cap Growth Fund			PL Large-Cap Value Fund			PL Main Street Core Fund			PL Mid-Cap Equity Fund			PL Mid-Cap Growth Fund
INVESTMENT INCOME
Dividends, net of foreign taxes withheld			$278,047			$637,090			$4,043,150			$1,854,779			$1,206,151			$247,294
Interest, net of foreign taxes withheld			408			—			—			—			—			—
Total Investment Income			278,455			637,090			4,043,150			1,854,779			1,206,151			247,294
EXPENSES
Advisory fees			151,576			560,983			1,104,210			503,232			474,746			236,017
Administration fees			41,339			112,197			254,818			167,744			109,557			50,575
Support services expenses			4,146			12,420			28,641			19,020			12,331			5,530
Custodian fees and expenses			15,944			12,485			6,551			5,983			5,025			16,934
Shareholder report expenses			865			2,583			5,936			3,867			2,583			1,154
Transfer agency out-of-pocket expenses			3,501			10,503			24,163			15,953			10,438			4,668
Registration fees			730			2,191			5,019			3,329			2,176			974
Legal, audit and tax service fees			3,598			10,797			24,881			15,973			10,870			4,798
Trustees’ fees and expenses			817			2,452			5,661			3,678			2,452			1,088
Other			8,379			12,109			12,155			9,156			7,289			4,339
Total Expenses			230,895			738,720			1,472,035			747,935			637,467			326,077
Advisory Fee Waiver (1)			—			(60,530	)		—			—			—			—
Adviser Reimbursement (2)			(37,981	)		(65,540	)		(113,007	)		(76,959	)		(53,164	)		(39,486	)
Net Expenses			192,914			612,650			1,359,028			670,976			584,303			286,591
NET INVESTMENT INCOME (LOSS)			85,541			24,440			2,684,122			1,183,803			621,848			(39,297	)
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
	Investment security transactions		7,127,441			14,951,543			1,851,531			11,018,286			3,004,498			3,941,021
	Futures contracts transactions		—			57,756			—			—			—			—
	Foreign currency transactions		(17,299	)		199			(1,736	)		(539	)		—			(2,312	)
	Net Realized Gain		7,110,142			15,009,498			1,849,795			11,017,747			3,004,498			3,938,709
Change In Net Unrealized Appreciation (Depreciation) On:
	Investment securities		(206,074	)		2,798,089			21,713,509			8,871,351			13,037,414			6,607,250
	Futures contracts		—			(35,842	)		—			—			—			—
	Foreign currencies		9,952			222			—			(42	)		—			451
	Change in Net Unrealized Appreciation (Depreciation)		(196,122	)		2,762,469			21,713,509			8,871,309			13,037,414			6,607,701
NET GAIN			6,914,020			17,771,967			23,563,304			19,889,056			16,041,912			10,546,410
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS			$6,999,561			$17,796,407			$26,247,426			$21,072,859			$16,663,760			$10,507,113
Foreign taxes withheld on dividends and interest			$3,753			$764			$88,759			$40,019			$3,045			$15,091

(1) See Note 6 in Notes to Financial Statements.

(2) See Note 7B in Notes to Financial Statements.

See Notes to Financial Statements

B-6

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS (Continued)

FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2013 (Unaudited)

		PL Small-Cap Growth Fund			PL Small-Cap Value Fund			PL Real Estate Fund			PL Emerging Markets Fund			PL International Large-Cap Fund			PL International Value Fund
INVESTMENT INCOME
Dividends, net of foreign taxes withheld			$130,421			$1,553,331			$705,649			$1,325,046			$3,249,954			$3,259,012
Interest, net of foreign taxes withheld			—			—			—			16			2,811			38
Total Investment Income			130,421			1,553,331			705,649			1,325,062			3,252,765			3,259,050
EXPENSES
Advisory fees			160,330			485,473			276,454			482,852			904,701			520,409
Administration fees			40,083			97,095			46,076			90,535			159,653			120,095
Support services expenses			4,443			10,913			5,222			9,962			17,731			13,165
Custodian fees and expenses			7,945			5,430			6,068			203,784			40,607			42,705
Shareholder report expenses			914			2,281			1,046			2,068			3,628			2,714
Transfer agency out-of-pocket expenses			3,773			9,304			4,388			8,440			14,860			11,088
Registration fees			767			1,940			896			1,740			3,079			2,312
Legal, audit and tax service fees			3,852			9,633			4,416			8,651			15,248			11,396
Trustees’ fees and expenses			887			2,177			1,024			1,974			3,487			2,593
Other			6,160			8,866			3,409			29,381			19,166			17,480
Total Expenses			229,154			633,112			348,999			839,387			1,182,160			743,957
Adviser Reimbursement (1)			(28,741	)		(50,544	)		(26,469	)		(266,001	)		(117,805	)		(103,453	)
Net Expenses			200,413			582,568			322,530			573,386			1,064,355			640,504
NET INVESTMENT INCOME (LOSS)			(69,992	)		970,763			383,119			751,676			2,188,410			2,618,546
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
	Investment security transactions		3,256,099			5,631,942			845,294			955,311			968,474			3,794,221
	Futures contracts transactions		—			—			—			—			—			182,246
	Foreign currency transactions		—			(4,832	)		—			(85,261	)		(15,890	)		(834,390	)
	Net Realized Gain		3,256,099			5,627,110			845,294			870,050			952,584			3,142,077
Change In Net Unrealized Appreciation (Depreciation) On:
	Investment securities (2)		4,091,117			3,897,258			(3,517,026	)		4,428,909			14,702,158			12,752,274
	Foreign currencies		—			(94	)		—			21,194			16,386			(142,075	)
	Change in Net Unrealized Appreciation (Depreciation)		4,091,117			3,897,164			(3,517,026	)		4,450,103			14,718,544			12,610,199
NET GAIN (LOSS)			7,347,216			9,524,274			(2,671,732	)		5,320,153			15,671,128			15,752,276
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS			$7,277,224			$10,495,037			($2,288,613	)		$6,071,829			$17,859,538			$18,370,822
Foreign taxes withheld on dividends and interest			$—			$10,304			$1,279			$110,553			$396,836			$450,004

(1) See Note 7B in Notes to Financial Statements.

(2) Change in net unrealized appreciation (depreciation) on investment securities for the PL Emerging Markets Fund was net of decrease in deferred foreign capital gains tax of $16,996.

See Notes to Financial Statements

B-7

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS (Continued)

FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2013 (Unaudited)

		PL Currency Strategies Fund			PL Global Absolute Return Fund			PL Precious Metals Fund
INVESTMENT INCOME
Dividends, net of foreign taxes withheld			$2,058			$20,559			$432,437
Interest, net of foreign taxes withheld			113,023			4,005,913			—
Total Investment Income			115,081			4,026,472			432,437
EXPENSES
Advisory fees			421,229			720,036			269,343
Administration fees			97,207			135,007			53,869
Support services expenses			10,325			14,323			5,295
Custodian fees and expenses			10,915			49,309			17,497
Shareholder report expenses			2,281			3,146			1,154
Transfer agency out-of-pocket expenses			9,304			12,871			4,734
Registration fees			1,940			2,685			988
Legal, audit and tax service fees			9,633			13,159			4,725
Trustees’ fees and expenses			2,096			2,888			1,054
Offering expenses			23,151			23,151			23,151
Interest expense			—			181,906			—
Other			4,055			10,328			6,759
Total Expenses			592,136			1,168,809			388,569
Advisory Fee Waiver (1)			—			—			(25,139	)
Adviser Reimbursement (2)			(41,298	)		(86,856	)		(47,400	)
Net Expenses			550,838			1,081,953			316,030
NET INVESTMENT INCOME (LOSS)			(435,757	)		2,944,519			116,407
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
	Investment security transactions		(3,261	)		(151,826	)		(3,181,599	)
	Closed short positions		—			30,927			—
	Futures contracts and swap transactions		—			(1,674,331	)		—
	Foreign currency transactions		10,435			(1,779,344	)		(9,552	)
	Net Realized Gain (Loss)		7,174			(3,574,574	)		(3,191,151	)
Change In Net Unrealized Appreciation (Depreciation) On:
	Investment securities		2,414,251			(2,851,542	)		(14,986,989	)
	Short positions		—			(394,198	)		—
	Futures contracts and swaps		—			889,481			—
	Written options		—			(293,637	)		—
	Foreign currencies		(3,391,385	)		(5,103,971	)		2,922
	Change in Net Unrealized Depreciation		(977,134	)		(7,753,867	)		(14,984,067	)
NET LOSS			(969,960	)		(11,328,441	)		(18,175,218	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS			($1,405,717	)		($8,383,922	)		($18,058,811	)
Foreign taxes withheld on dividends and interest			$624			$51,290			$77,695

(1) See Note 6 in Notes to Financial Statements.

(2) See Note 7B in Notes to Financial Statements.

See Notes to Financial Statements

B-8

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

		PL Floating Rate Loan Fund						PL Inflation Managed Fund						PL Managed Bond Fund
		Six-Month Period Ended September 30, 2013 (1)			Year Ended March 31, 2013			Six-Month Period Ended September 30, 2013 (1)			Year Ended March 31, 2013			Six-Month Period Ended September 30, 2013 (1)			Year Ended March 31, 2013
OPERATIONS
Net investment income			$2,299,823			$4,673,447			$1,972,019			$3,945,781			$2,707,582			$9,497,588
Net realized gain (loss)			313,125			844,658			(1,945,676	)		14,093,538			(1,647,711	)		15,381,646
Change in net unrealized appreciation (depreciation)			(1,011,808	)		745,495			(11,842,853	)		(1,318,475	)		(13,399,159	)		10,869,646
Net Increase (Decrease) in Net Assets Resulting from Operations			1,601,140			6,263,600			(11,816,510	)		16,720,844			(12,339,288	)		35,748,880
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
	Class P		—			(4,684,073	)		—			(6,518,650	)		—			(16,389,453	)
Net realized gains
	Class P		—			(282,067	)		—			(16,271,162	)		—			(7,038,055	)
Net Decrease from Dividends and Distributions to Shareholders			—			(4,966,140	)		—			(22,789,812	)		—			(23,427,508	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
	Class P		8,760,949			19,616,078			22,420,815			52,603,023			53,311,262			129,140,864
Dividends and distributions reinvestments
	Class P		—			4,966,140			—			22,789,812			—			23,427,508
Cost of shares repurchased
	Class P		(3,153,776	)		(27,763,381	)		(4,667,942	)		(192,998,689	)		(15,991,704	)		(85,819,252	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions			5,607,173			(3,181,163	)		17,752,873			(117,605,854	)		37,319,558			66,749,120
NET INCREASE (DECREASE) IN NET ASSETS			7,208,313			(1,883,703	)		5,936,363			(123,674,822	)		24,980,270			79,070,492
NET ASSETS
Beginning of Year or Period			110,204,333			112,088,036			164,281,306			287,956,128			565,285,265			486,214,773
End of Year or Period			$117,412,646			$110,204,333			$170,217,669			$164,281,306			$590,265,535			$565,285,265
Undistributed/Accumulated Net Investment Income (Loss)			$3,487,536			$1,187,713			$949,472			($1,022,547	)		$5,038,820			$2,331,238

(1) Unaudited.

See Notes to Financial Statements

B-9

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

		PL Short Duration Bond Fund						PL Emerging Markets Debt Fund (1)						PL Comstock Fund
		Six-Month Period Ended September 30, 2013 (2)			Year Ended March 31, 2013			Six-Month Period Ended September 30, 2013 (2)			Year Ended March 31, 2013			Six-Month Period Ended September 30, 2013 (2)			Year Ended March 31, 2013
OPERATIONS
Net investment income			$1,569,825			$2,230,746			$2,275,383			$2,930,648			$1,644,679			$3,652,061
Net realized gain (loss)			(491,242	)		546,811			(3,219,848	)		1,366,807			5,476,406			6,029,582
Change in net unrealized appreciation (depreciation)			(1,487,694	)		1,051,807			(4,248,067	)		2,251,150			17,585,783			31,546,960
Net Increase (Decrease) in Net Assets Resulting from Operations			(409,111	)		3,829,364			(5,192,532	)		6,548,605			24,706,868			41,228,603
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
	Class P		—			(2,806,146	)		—			(2,042,727	)		—			(2,925,820	)
Net realized gains
	Class P		—			(46,248	)		—			(197,732	)		—			—
Net Decrease from Dividends and Distributions to Shareholders			—			(2,852,394	)		—			(2,240,459	)		—			(2,925,820	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
	Class P		16,390,915			96,093,274			33,815,230			90,381,544			—			61,091,927
Dividends and distributions reinvestments
	Class P		—			2,852,394			—			2,240,459			—			2,925,820
Cost of shares repurchased
	Class P		(9,096,585	)		(31,689,788	)		(2,570,475	)		(11,084,312	)		(8,880,511	)		(47,978,778	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions			7,294,330			67,255,880			31,244,755			81,537,691			(8,880,511	)		16,038,969
NET INCREASE IN NET ASSETS			6,885,219			68,232,850			26,052,223			85,845,837			15,826,357			54,341,752
NET ASSETS
Beginning of Year or Period			223,600,698			155,367,848			85,845,837			—			261,671,386			207,329,634
End of Year or Period			$230,485,917			$223,600,698			$111,898,060			$85,845,837			$277,497,743			$261,671,386
Undistributed Net Investment Income			$2,204,460			$634,635			$3,219,409			$944,026			$3,236,504			$1,591,825

(1) Operations commenced on June 29, 2012.

(2) Unaudited.

See Notes to Financial Statements

B-10

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

		PL Growth Fund						PL Large-Cap Growth Fund						PL Large-Cap Value Fund
		Six-Month Period Ended September 30, 2013 (1)			Year Ended March 31, 2013			Six-Month Period Ended September 30, 2013 (1)			Year Ended March 31, 2013			Six-Month Period Ended September 30, 2013 (1)			Year Ended March 31, 2013
OPERATIONS
Net investment income			$85,541			$368,112			$24,440			$397,964			$2,684,122			$5,418,754
Net realized gain			7,110,142			12,373,601			15,009,498			24,700,102			1,849,795			5,134,314
Change in net unrealized appreciation (depreciation)			(196,122	)		(13,358,157	)		2,762,469			(14,847,702	)		21,713,509			35,708,225
Net Increase (Decrease) in Net Assets Resulting from Operations			6,999,561			(616,444	)		17,796,407			10,250,364			26,247,426			46,261,293
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
	Class P		—			(549,887	)		—			—			—			(5,290,356	)
Net realized gains
	Class P		—			—			—			(7,584,966	)		—			—
Net Decrease from Dividends and Distributions to Shareholders			—			(549,887	)		—			(7,584,966	)		—			(5,290,356	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
	Class P		21,863,541			14,624,438			612,873			24,025,886			—			76,584,620
Dividends and distributions reinvestments
	Class P		—			549,887			—			7,584,966			—			5,290,356
Cost of shares repurchased
	Class P		(834,426	)		(73,736,695	)		(1,668,505	)		(21,100,445	)		(6,719,101	)		(61,678,368	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions			21,029,115			(58,562,370	)		(1,055,632	)		10,510,407			(6,719,101	)		20,196,608
NET INCREASE (DECREASE) IN NET ASSETS			28,028,676			(59,728,701	)		16,740,775			13,175,805			19,528,325			61,167,545
NET ASSETS
Beginning of Year or Period			48,610,957			108,339,658			142,398,012			129,222,207			324,084,610			262,917,065
End of Year or Period			$76,639,633			$48,610,957			$159,138,787			$142,398,012			$343,612,935			$324,084,610
Undistributed Net Investment Income			$669,062			$583,521			$315,996			$291,556			$3,991,101			$1,306,979

(1) Unaudited.

See Notes to Financial Statements

B-11

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

		PL Main Street Core Fund						PL Mid-Cap Equity Fund						PL Mid-Cap Growth Fund
		Six-Month Period Ended September 30, 2013 (1)			Year Ended March 31, 2013			Six-Month Period Ended September 30, 2013 (1)			Year Ended March 31, 2013			Six-Month Period Ended September 30, 2013 (1)			Year Ended March 31, 2013
OPERATIONS
Net investment income (loss)			$1,183,803			$2,428,242			$621,848			$894,785			($39,297	)		$369,291
Net realized gain			11,017,747			11,694,036			3,004,498			16,576,332			3,938,709			856,767
Change in net unrealized appreciation (depreciation)			8,871,309			5,836,651			13,037,414			(10,408,293	)		6,607,701			(2,169,682	)
Net Increase (Decrease) in Net Assets Resulting from Operations			21,072,859			19,958,929			16,663,760			7,062,824			10,507,113			(943,624	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
	Class P		—			(2,671,391	)		—			(821,347	)		—			(175,658	)
Net realized gains
	Class P		—			—			—			—			—			(1,858,301	)
Net Decrease from Dividends and Distributions to Shareholders			—			(2,671,391	)		—			(821,347	)		—			(2,033,959	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
	Class P		593,553			37,024,387			—			20,531,766			7,624,338			19,652,232
Dividends and distributions reinvestments
	Class P		—			2,671,391			—			821,347			—			2,033,959
Cost of shares repurchased
	Class P		(1,877,848	)		(38,092,744	)		(1,466,317	)		(54,347,302	)		(751,552	)		(30,738,180	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions			(1,284,295	)		1,603,034			(1,466,317	)		(32,994,189	)		6,872,786			(9,051,989	)
NET INCREASE (DECREASE) IN NET ASSETS			19,788,564			18,890,572			15,197,443			(26,752,712	)		17,379,899			(12,029,572	)
NET ASSETS
Beginning of Year or Period			212,428,306			193,537,734			138,415,617			165,168,329			61,556,853			73,586,425
End of Year or Period			$232,216,870			$212,428,306			$153,613,060			$138,415,617			$78,936,752			$61,556,853
Undistributed Net Investment Income			$1,693,865			$510,062			$882,939			$261,091			$52,713			$92,010

(1) Unaudited.

See Notes to Financial Statements

B-12

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

		PL Small-Cap Growth Fund						PL Small-Cap Value Fund						PL Real Estate Fund
		Six-Month Period Ended September 30, 2013 (1)			Year Ended March 31, 2013			Six-Month Period Ended September 30, 2013 (1)			Year Ended March 31, 2013			Six-Month Period Ended September 30, 2013 (1)			Year Ended March 31, 2013
OPERATIONS
Net investment income (loss)			($69,992	)		$91,168			$970,763			$2,177,458			$383,119			$737,699
Net realized gain			3,256,099			3,143,110			5,627,110			5,575,545			845,294			1,860,532
Change in net unrealized appreciation (depreciation)			4,091,117			2,601,887			3,897,164			11,150,447			(3,517,026	)		2,801,030
Net Increase (Decrease) in Net Assets Resulting from Operations			7,277,224			5,836,165			10,495,037			18,903,450			(2,288,613	)		5,399,261
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
	Class P		—			—			—			(1,785,180	)		—			(725,336	)
Net realized gains
	Class P		—			—			—			—			—			—
Net Decrease from Dividends and Distributions to Shareholders			—			—			—			(1,785,180	)		—			(725,336	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
	Class P		—			11,986,420			—			23,891,241			3,782,164			4,275,582
Dividends and distributions reinvestments
	Class P		—			—			—			1,785,180			—			725,336
Cost of shares repurchased
	Class P		(485,543	)		(3,294,395	)		(925,968	)		(3,299,732	)		(428,456	)		(2,215,456	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions			(485,543	)		8,692,025			(925,968	)		22,376,689			3,353,708			2,785,462
NET INCREASE IN NET ASSETS			6,791,681			14,528,190			9,569,069			39,494,959			1,065,095			7,459,387
NET ASSETS
Beginning of Year or Period			50,898,041			36,369,851			125,646,784			86,151,825			60,138,352			52,678,965
End of Year or Period			$57,689,722			$50,898,041			$135,215,853			$125,646,784			$61,203,447			$60,138,352
Undistributed Net Investment Income			$17,433			$87,425			$1,592,284			$621,521			$590,714			$207,595

(1) Unaudited.

See Notes to Financial Statements

B-13

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

		PL Emerging Markets Fund						PL International Large-Cap Fund						PL International Value Fund
		Six-Month Period Ended September 30, 2013 (1)			Year Ended March 31, 2013			Six-Month Period Ended September 30, 2013 (1)			Year Ended March 31, 2013			Six-Month Period Ended September 30, 2013 (1)			Year Ended March 31, 2013
OPERATIONS
Net investment income			$751,676			$621,434			$2,188,410			$3,156,336			$2,618,546			$3,177,579
Net realized gain (loss)			870,050			1,620,320			952,584			3,039,669			3,142,077			(1,855,843	)
Change in net unrealized appreciation			4,450,103			4,867,393			14,718,544			16,358,283			12,610,199			13,477,145
Net Increase in Net Assets Resulting from Operations			6,071,829			7,109,147			17,859,538			22,554,288			18,370,822			14,798,881
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
	Class P		—			(667,612	)		—			(3,215,843	)		—			(3,493,667	)
Net realized gains
	Class P		—			—			—			—			—			—
Net Decrease from Dividends and Distributions to Shareholders			—			(667,612	)		—			(3,215,843	)		—			(3,493,667	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
	Class P		22,417,128			22,556,840			14,079,697			22,507,884			8,862,192			47,205,389
Dividends and distributions reinvestments
	Class P		—			667,612			—			3,215,843			—			3,493,667
Cost of shares repurchased
	Class P		(878,179	)		(4,339,098	)		(2,111,430	)		(50,043,057	)		(1,502,945	)		(26,573,122	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions			21,538,949			18,885,354			11,968,267			(24,319,330	)		7,359,247			24,125,934
NET INCREASE (DECREASE) IN NET ASSETS			27,610,778			25,326,889			29,827,805			(4,980,885	)		25,730,069			35,431,148
NET ASSETS
Beginning of Year or Period			110,810,123			85,483,234			198,962,873			203,943,758			146,549,652			111,118,504
End of Year or Period			$138,420,901			$110,810,123			$228,790,678			$198,962,873			$172,279,721			$146,549,652
Undistributed/Accumulated Net Investment Income (Loss)			$474,423			($277,253	)		$3,392,826			$1,204,416			$3,188,840			$570,294

(1) Unaudited.

See Notes to Financial Statements

B-14

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

		PL Currency Strategies Fund (1)						PL Global Absolute Return Fund (1)						PL Precious Metals Fund (1)
		Six-Month Period Ended September 30, 2013 (2)			Period Ended March 31, 2013			Six-Month Period Ended September 30, 2013 (2)			Period Ended March 31, 2013			Six-Month Period Ended September 30, 2013 (2)			Period Ended March 31, 2013
OPERATIONS
Net investment income (loss)			($435,757	)		($248,279	)		$2,944,519			$1,146,442			$116,407			$61,704
Net realized gain (loss)			7,174			5,245,339			(3,574,574	)		895,245			(3,191,151	)		(111,302	)
Change in net unrealized appreciation (depreciation)			(977,134	)		(1,329,975	)		(7,753,867	)		1,117,956			(14,984,067	)		(12,234,642	)
Net Increase (Decrease) in Net Assets Resulting from Operations			(1,405,717	)		3,667,085			(8,383,922	)		3,159,643			(18,058,811	)		(12,284,240	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
	Class P		—			—			—			(101,328	)		—			(9,365	)
Net realized gains
	Class P		—			—			—			—			—			—
Net Decrease from Dividends and Distributions to Shareholders			—			—			—			(101,328	)		—			(9,365	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
	Class P		8,583,390			115,338,018			21,026,239			169,320,302			33,649,899			78,481,614
Dividends and distributions reinvestments
	Class P		—			—			—			101,328			—			9,365
Cost of shares repurchased
	Class P		(1,921,969	)		(362,425	)		(3,443,137	)		(554,615	)		(994,585	)		(246,619	)
Net Increase in Net Assets from Capital Share Transactions			6,661,421			114,975,593			17,583,102			168,867,015			32,655,314			78,244,360
NET INCREASE IN NET ASSETS			5,255,704			118,642,678			9,199,180			171,925,330			14,596,503			65,950,755
NET ASSETS
Beginning of Periods			118,642,678			—			171,925,330			—			65,950,755			—
End of Periods			$123,898,382			$118,642,678			$181,124,510			$171,925,330			$80,547,258			$65,950,755
Undistributed Net Investment Income			$4,561,303			$4,997,060			$4,689,508			$1,744,989			$167,803			$51,396

(1) Operations commenced on December 7, 2012.

(2) Unaudited.

See Notes to Financial Statements

B-15

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (1)

Selected per share, ratios and supplemental data for each year or period ended September 30, were as follows:

	Selected Per Share Data																						Ratios to Average Net  Assets					Supplemental Data
			Investment Operations									Distributions
For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (2)			Net Realized and Unrealized Gain (Loss)			Total			Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (3)		Expenses After Reductions (3), (4)		Net Investment Income (Loss) (3)	Total Returns (5)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
PL Floating Rate Loan Fund
4/1/2013 - 9/30/2013 (6)		$10.24		$0.20			($0.06	)		$0.14			$—			$—			$—			$10.38		1.03%		0.80%	3.95%		1.37	%		$117,413		30	%
4/1/2012 - 3/31/2013		10.10		0.46			0.18			0.64			(0.47	)		(0.03	)		(0.50	)		10.24		1.03%		0.80%	4.45%		6.40	%		110,204		94	%
4/1/2011 - 3/31/2012		10.12		0.43			(0.06	)		0.37			(0.39	)		—			(0.39	)		10.10		1.04%		0.80%	4.33%		3.80	%		112,088		45	%
4/1/2010 - 3/31/2011		9.88		0.34			0.19			0.53			(0.29	)		—			(0.29	)		10.12		1.22%		0.90%	4.29%		5.51	%		86,066		92	%
4/1/2009 - 3/31/2010		8.18		0.45			1.70			2.15			(0.45	)		—			(0.45	)		9.88		1.54%		1.30%	4.78%		26.70	%		53,122		118	%
6/30/2008 - 3/31/2009		10.00		0.39			(1.82	)		(1.43	)		(0.39	)		—			(0.39	)		8.18		1.53%		1.30%	5.90%		(14.37	%)		27,811		56	%
PL Inflation Managed Fund
4/1/2013 - 9/30/2013 (6)		$9.73		$0.11			($0.81	)		($0.70	)		$—			$—			$—			$9.03		0.66%		0.56%	2.45%		(7.29%)			$170,218		23	%
4/1/2012 - 3/31/2013		10.79		0.21			0.52			0.73			(0.51	)		(1.28	)		(1.79	)		9.73		0.69%		0.58%	1.95%		6.79	%		164,281		111	%
4/1/2011 - 3/31/2012		10.53		0.31			0.85			1.16			(0.40	)		(0.50	)		(0.90	)		10.79		0.67%		0.56%	2.83%		11.11	%		287,956		372	%
4/1/2010 - 3/31/2011		10.10		0.24			0.61			0.85			(0.21	)		(0.21	)		(0.42	)		10.53		0.82%		0.64%	2.31%		8.56	%		229,356		323	%
4/1/2009 - 3/31/2010		9.59		0.29			0.62			0.91			(0.40	)		—			(0.40	)		10.10		1.21%		0.95%	2.90%		9.68	%		149,453		300	%
4/1/2008 - 3/31/2009		11.08		0.39			(0.80	)		(0.41	)		(0.41	)		(0.67	)		(1.08	)		9.59		1.35%		1.01%	3.94%		(3.85	%)		81,266		746	%
PL Managed Bond Fund
4/1/2013 - 9/30/2013 (6)		$11.11		$0.05			($0.28	)		($0.23	)		$—			$—			$—			$10.88		0.64%		0.55%	0.93%		(2.07%)			$590,266		234	%
4/1/2012 - 3/31/2013		10.86		0.20			0.55			0.75			(0.35	)		(0.15	)		(0.50	)		11.11		0.66%		0.56%	1.75%		6.85	%		565,285		495	%
4/1/2011 - 3/31/2012		10.75		0.25			0.15			0.40			(0.29	)		—			(0.29	)		10.86		0.67%		0.55%	2.33%		4.02	%		486,215		519	%
4/1/2010 - 3/31/2011		10.75		0.24			0.43			0.67			(0.30	)		(0.37	)		(0.67	)		10.75		0.82%		0.63%	2.16%		6.31	%		378,982		502	%
4/1/2009 - 3/31/2010		9.70		0.30			1.48			1.78			(0.50	)		(0.23	)		(0.73	)		10.75		1.22%		0.95%	2.86%		18.68	%		235,957		352	%
4/1/2008 - 3/31/2009		10.73		0.43			(0.45	)		(0.02	)		(0.55	)		(0.46	)		(1.01	)		9.70		1.30%		1.01%	4.36%		0.07	%		137,724		441	%
PL Short Duration Bond Fund
4/1/2013 - 9/30/2013 (6)		$10.12		$0.07			($0.09	)		($0.02	)		$—			$—			$—			$10.10		0.65%		0.55%	1.35%		(0.20%)			$230,486		22	%
4/1/2012 - 3/31/2013		10.07		0.11			0.08			0.19			(0.14	)		(0.00	)(7)		(0.14	)		10.12		0.65%		0.55%	1.08%		1.86	%		223,601		63	%
4/1/2011 - 3/31/2012		10.04		0.11			0.05			0.16			(0.12	)		(0.01	)		(0.13	)		10.07		0.68%		0.55%	1.14%		1.62	%		155,368		150	%
4/1/2010 - 3/31/2011		10.00		0.10			0.06			0.16			(0.08	)		(0.04	)		(0.12	)		10.04		0.81%		0.64%	1.00%		1.57	%		121,133		196	%
4/1/2009 - 3/31/2010		9.69		0.18			0.33			0.51			(0.20	)		—			(0.20	)		10.00		1.22%		0.95%	1.84%		5.27	%		75,674		167	%
4/1/2008 - 3/31/2009		10.22		0.32			(0.25	)		0.07			(0.31	)		(0.29	)		(0.60	)		9.69		1.26%		1.02%	3.20%		0.75	%		47,355		146	%
PL Emerging Markets Debt Fund
4/1/2013 - 9/30/2013 (6)		$10.53		$0.25			($0.86	)		($0.61	)		$—			$—			$—			$9.92		1.08%		0.94%	4.86%		(5.79%)			$111,898		73	%
6/29/2012 - 3/31/2013		10.00		0.37			0.46			0.83			(0.27	)		(0.03	)		(0.30	)		10.53		1.17%		0.94%	4.67%		8.24	%		85,846		61	%
PL Comstock Fund
4/1/2013 - 9/30/2013 (6)		$14.40		$0.09			$1.27			$1.36			$—			$—			$—			$15.76		0.97%		0.89%	1.19%		9.44%			$277,498		7	%
4/1/2012 - 3/31/2013		12.47		0.19			1.91			2.10			(0.17	)		—			(0.17	)		14.40		0.97%		0.89%	1.51%		16.96	%		261,671		35	%
4/1/2011 - 3/31/2012		12.13		0.17			0.32			0.49			(0.15	)		—			(0.15	)		12.47		0.99%		0.89%	1.47%		4.22	%		207,330		24	%
4/1/2010 - 3/31/2011		10.69		0.13			1.41			1.54			(0.10	)		—			(0.10	)		12.13		1.13%		0.99%	1.16%		14.55	%		166,465		31	%
4/1/2009 - 3/31/2010		6.95		0.09			3.74			3.83			(0.09	)		—			(0.09	)		10.69		1.51%		1.30%	0.93%		55.34	%		128,169		28	%
4/1/2008 - 3/31/2009		11.84		0.16			(4.89	)		(4.73	)		(0.16	)		—			(0.16	)		6.95		1.58%		1.37%	1.68%		(40.11	%)		74,862		60	%
PL Growth Fund
4/1/2013 - 9/30/2013 (6)		$13.93		$0.02			$1.83			$1.85			$—			$—			$—			$15.78		0.84%		0.70%	0.31%		13.28%			$76,640		73	%
4/1/2012 - 3/31/2013		13.12		0.08			0.90			0.98			(0.17	)		—			(0.17	)		13.93		0.86%		0.70%	0.63%		7.53	%		48,611		72	%
4/1/2011 - 3/31/2012		12.42		0.06			0.71			0.77			(0.07	)		—			(0.07	)		13.12		0.85%		0.70%	0.54%		6.26	%		108,340		84	%
4/1/2010 - 3/31/2011		11.21		0.07			1.14			1.21			—			—			—			12.42		0.95%		0.79%	0.58%		10.79	%		115,576		83	%
4/1/2009 - 3/31/2010		7.74		0.02			3.60			3.62			(0.15	)		—			(0.15	)		11.21		1.37%		1.10%	0.19%		47.26	%		89,219		60	%
4/1/2008 - 3/31/2009		12.63		0.03			(4.63	)		(4.60	)		—			(0.29	)		(0.29	)		7.74		1.42%		1.15%	0.32%		(37.27	%)		74,158		81	%
PL Large-Cap Growth Fund
4/1/2013 - 9/30/2013 (6)		$10.40		$0.00	(7)		$1.31			$1.31			$—			$—			$—			$11.71		0.99%		0.82%	0.03%		12.60%			$159,139		126	%
4/1/2012 - 3/31/2013		10.30		0.03			0.70			0.73			—			(0.63	)		(0.63	)		10.40		0.99%		0.81%	0.31%		7.66	%		142,398		131	%
4/1/2011 - 3/31/2012		9.23		(0.02	)		1.25			1.23			—			(0.16	)		(0.16	)		10.30		1.00%		0.88%	(0.26%)		13.65	%		129,222		76	%
4/1/2010 - 3/31/2011		7.71		(0.01	)		1.53			1.52			—			—			—			9.23		1.12%		0.95%	(0.11%)		19.72	%		99,101		102	%
4/1/2009 - 3/31/2010		5.44		(0.03	)		2.30			2.27			—			—			—			7.71		1.59%		1.28%	(0.38%)		41.73	%		61,106		116	%
4/1/2008 - 3/31/2009		9.24		(0.05	)		(3.75	)		(3.80	)		—			—			—			5.44		1.81%		1.37%	(0.61%)		(41.13	%)		16,515		180	%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-18

B-16

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (1) (Continued)

Selected per share, ratios and supplemental data for each year or period ended September 30, were as follows:

	Selected Per Share Data																						Ratios to Average Net  Assets					Supplemental Data
			Investment Operations									Distributions
For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (2)			Net Realized and Unrealized Gain (Loss)			Total			Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (3)		Expenses After Reductions (3), (4)		Net Investment Income (Loss) (3)	Total Returns (5)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
PL Large-Cap Value Fund
4/1/2013 - 9/30/2013 (6)		$13.96		$0.12			$1.01			$1.13			$—			$—			$—			$15.09		0.87%		0.80%	1.58%		8.09	%		$343,613		5	%
4/1/2012 - 3/31/2013		12.31		0.23			1.66			1.89			(0.24	)		—			(0.24	)		13.96		0.87%		0.80%	1.80%		15.54	%		324,085		26	%
4/1/2011 - 3/31/2012		11.59		0.22			0.71			0.93			(0.21	)		—			(0.21	)		12.31		0.89%		0.80%	1.96%		8.21	%		262,917		20	%
4/1/2010 - 3/31/2011		10.42		0.16			1.15			1.31			(0.14	)		—			(0.14	)		11.59		1.01%		0.89%	1.56%		12.69	%		228,436		19	%
4/1/2009 - 3/31/2010		7.35		0.14			3.07			3.21			(0.14	)		—			(0.14	)		10.42		1.38%		1.20%	1.52%		43.79	%		162,312		16	%
4/1/2008 - 3/31/2009		11.59		0.16			(4.27	)		(4.11	)		(0.12	)		(0.01	)		(0.13	)		7.35		1.48%		1.25%	1.63%		(35.61	%)		62,931		38	%
PL Main Street Core Fund
4/1/2013 - 9/30/2013 (6)		$12.20		$0.07			$1.14			$1.21			$—			$—			$—			$13.41		0.67%		0.60%	1.06%		9.92	%		$232,217		26	%
4/1/2012 - 3/31/2013		11.26		0.14			0.96			1.10			(0.16	)		—			(0.16	)		12.20		0.68%		0.60%	1.21%		9.93	%		212,428		60	%
4/1/2011 - 3/31/2012		10.13		0.10			1.11			1.21			(0.08	)		—			(0.08	)		11.26		0.70%		0.60%	1.00%		12.12	%		193,538		48	%
4/1/2010 - 3/31/2011		9.00		0.09			1.10			1.19			(0.06	)		—			(0.06	)		10.13		0.83%		0.70%	0.93%		13.28	%		157,890		58	%
4/1/2009 - 3/31/2010		6.11		0.07			2.89			2.96			(0.07	)		—			(0.07	)		9.00		1.23%		1.00%	0.89%		48.57	%		146,028		130	%
4/1/2008 - 3/31/2009		9.91		0.09			(3.81	)		(3.72	)		(0.08	)		—			(0.08	)		6.11		1.41%		1.06%	1.07%		(37.66	%)		85,261		101	%
PL Mid-Cap Equity Fund
4/1/2013 - 9/30/2013 (6)		$11.00		$0.05			$1.28			$1.33			$—			$—			$—			$12.33		0.87%		0.80%	0.85%		12.09%			$153,613		50	%
4/1/2012 - 3/31/2013		10.29		0.06			0.72			0.78			(0.07	)		—			(0.07	)		11.00		0.90%		0.80%	0.65%		7.63	%		138,416		191	%
4/1/2011 - 3/31/2012		10.46		0.05			(0.18	)		(0.13	)		(0.04	)		—			(0.04	)		10.29		0.89%		0.80%	0.51%		(1.17	%)		165,168		102	%
4/1/2010 - 3/31/2011		8.66		0.08			1.79			1.87			(0.07	)		—			(0.07	)		10.46		1.02%		0.89%	0.87%		21.70	%		135,755		87	%
4/1/2009 - 3/31/2010		5.33		0.03			3.34			3.37			(0.04	)		—			(0.04	)		8.66		1.41%		1.20%	0.44%		63.29	%		101,650		74	%
4/1/2008 - 3/31/2009		8.92		0.07			(3.58	)		(3.51	)		(0.08	)		(0.00	)(7)		(0.08	)		5.33		1.52%		1.26%	1.01%		(39.44	%)		59,135		82	%
PL Mid-Cap Growth Fund
4/1/2013 - 9/30/2013 (6)		$8.58		($0.01	)		$1.45			$1.44			$—			$—			$—			$10.02		0.97%		0.85%	(0.12%)		16.78%			$78,937		26	%
4/1/2012 - 3/31/2013		8.87		0.05			(0.03	)		0.02			(0.02	)		(0.29	)		(0.31	)		8.58		1.00%		0.85%	0.60%		0.61	%		61,557		48	%
4/1/2011 - 3/31/2012		10.28		(0.02	)		(0.28	)		(0.30	)		(0.05	)		(1.06	)		(1.11	)		8.87		0.98%		0.85%	(0.21%)		(1.08	%)		73,586		27	%
4/1/2010 - 3/31/2011		8.41		0.02			2.83			2.85			(0.02	)		(0.96	)		(0.98	)		10.28		1.17%		0.95%	0.24%		35.16	%		64,476		44	%
4/1/2009 - 3/31/2010		4.98		(0.03	)		3.56			3.53			—			(0.10	)		(0.10	)		8.41		1.53%		1.25%	(0.42%)		70.89	%		54,994		32	%
4/1/2008 - 3/31/2009		9.31		(0.05	)		(3.57	)		(3.62	)		—			(0.71	)		(0.71	)		4.98		1.80%		1.34%	(0.60%)		(40.02	%)		18,873		48	%
PL Small-Cap Growth Fund
4/1/2013 - 9/30/2013 (6)		$13.29		($0.02	)		$1.93			$1.91			$—			$—			$—			$15.20		0.86%		0.75%	(0.26%)		14.37%			$57,690		42	%
4/1/2012 - 3/31/2013		11.86		0.03			1.40			1.43			—			—			—			13.29		0.90%		0.75%	0.21%		12.06	%		50,898		92	%
4/1/2011 - 3/31/2012		11.90		(0.03	)		(0.01	)		(0.04	)		—			—			—			11.86		0.93%		0.75%	(0.31%)		(0.34	%)		36,370		67	%
4/1/2010 - 3/31/2011		9.41		(0.06	)		2.55			2.49			—			—			—			11.90		1.11%		0.84%	(0.63%)		26.46	%		32,355		86	%
4/1/2009 - 3/31/2010		5.88		(0.06	)		3.59			3.53			—			—			—			9.41		1.56%		1.15%	(0.81%)		60.03	%		25,691		88	%
4/1/2008 - 3/31/2009		9.12		(0.07	)		(3.17	)		(3.24	)		—			—			—			5.88		1.71%		1.28%	(0.96%)		(35.53	%)		24,046		73	%
PL Small-Cap Value Fund
4/1/2013 - 9/30/2013 (6)		$12.15		$0.09			$0.93			$1.02			$—			$—			$—			$13.17		0.98%		0.90%	1.50%		8.40	%		$135,216		19	%
4/1/2012 - 3/31/2013		10.58		0.22			1.52			1.74			(0.17	)		—			(0.17	)		12.15		1.00%		0.90%	2.08%		16.72	%		125,647		38	%
4/1/2011 - 3/31/2012		10.60		0.16			(0.05	)		0.11			(0.13	)		—			(0.13	)		10.58		1.02%		0.90%	1.59%		1.19	%		86,152		21	%
4/1/2010 - 3/31/2011		8.57		0.16			1.98			2.14			(0.11	)		—			(0.11	)		10.60		1.13%		0.97%	1.71%		25.11	%		76,247		31	%
4/1/2009 - 3/31/2010		5.49		0.13			3.06			3.19			(0.11	)		—			(0.11	)		8.57		1.58%		1.30%	1.82%		58.28	%		38,173		32	%
4/1/2008 - 3/31/2009		8.80		0.16			(3.34	)		(3.18	)		(0.13	)		—			(0.13	)		5.49		1.73%		1.34%	2.21%		(36.39	%)		27,018		47	%
PL Real Estate Fund
4/1/2013 - 9/30/2013 (6)		$13.67		$0.09			($0.59	)		($0.50	)		$—			$—			$—			$13.17		1.14%		1.05%	1.25%		(3.66%)			$61,203		7	%
4/1/2012 - 3/31/2013		12.59		0.17			1.08			1.25			(0.17	)		—			(0.17	)		13.67		1.16%		1.05%	1.35%		9.98	%		60,138		23	%
4/1/2011 - 3/31/2012		11.46		0.13			1.08			1.21			(0.08	)		—			(0.08	)		12.59		1.18%		1.05%	1.13%		10.62	%		52,679		24	%
4/1/2010 - 3/31/2011		9.24		0.08			2.23			2.31			(0.09	)		—			(0.09	)		11.46		1.34%		1.14%	0.77%		25.16	%		41,860		32	%
4/1/2009 - 3/31/2010		4.60		0.12			4.64			4.76			(0.12	)		—			(0.12	)		9.24		1.76%		1.45%	1.68%		104.32	%		36,352		27	%
4/1/2008 - 3/31/2009		11.25		0.15			(6.65	)		(6.50	)		(0.15	)(8)		—			(0.15	)		4.60		1.89%		1.51%	1.79%		(58.24	%)		20,775		42	%
PL Emerging Markets Fund
4/1/2013 - 9/30/2013 (6)		$14.22		$0.09			$0.56			$0.65			$—			$—			$—			$14.87		1.39%		0.95%	1.25%		4.57	%		$138,421		16	%
4/1/2012 - 3/31/2013		13.55		0.08			0.68			0.76			(0.09	)		—			(0.09	)		14.22		1.36%		0.95%	0.62%		5.60	%		110,810		40	%
4/1/2011 - 3/31/2012		14.68		0.14			(0.95	)		(0.81	)		(0.07	)		(0.25	)		(0.32	)		13.55		1.49%		0.95%	1.09%		(5.15	%)		85,483		30	%
4/1/2010 - 3/31/2011		12.19		0.11			2.64			2.75			(0.26	)		—			(0.26	)		14.68		1.56%		1.04%	0.80%		22.53	%		64,270		46	%
4/1/2009 - 3/31/2010		6.54		0.06			5.66			5.72			(0.07	)		—			(0.07	)		12.19		2.15%		1.35%	0.57%		87.45	%		47,714		55	%
4/1/2008 - 3/31/2009		13.58		0.11			(5.39	)		(5.28	)		(0.07	)		(1.69	)		(1.76	)		6.54		2.34%		1.42%	1.18%		(42.31	%)		30,820		62	%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-18

B-17

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (1) (Continued)

Selected per share, ratios and supplemental data for each year or period ended September 30, were as follows:

	Selected Per Share Data																						Ratios to Average Net Assets					Supplemental Data
			Investment Operations									Distributions
For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (2)			Net Realized and Unrealized Gain (Loss)			Total			Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (3)		Expenses After Reductions (3), (4)		Net Investment Income (Loss) (3)	Total Returns (5)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
PL International Large-Cap Fund
4/1/2013 - 9/30/2013 (6)		$16.48		$0.17			$1.24			$1.41			$—			$—			$—			$17.89		1.11%		1.00%	2.06%		8.56	%		$228,791		6	%
4/1/2012 - 3/31/2013		15.12		0.23			1.40			1.63			(0.27	)		—			(0.27	)		16.48		1.13%		1.00%	1.55%		10.88	%		198,963		28	%
4/1/2011 - 3/31/2012		15.37		0.22			(0.30	)		(0.08	)		(0.17	)		—			(0.17	)		15.12		1.17%		1.00%	1.52%		(0.32	%)		203,944		24	%
4/1/2010 - 3/31/2011		13.83		0.16			1.52			1.68			(0.14	)		—			(0.14	)		15.37		1.30%		1.09%	1.16%		12.36	%		138,033		34	%
4/1/2009 - 3/31/2010		9.17		0.16			4.64			4.80			(0.14	)		—			(0.14	)		13.83		1.72%		1.40%	1.26%		52.64	%		108,002		25	%
4/1/2008 - 3/31/2009		15.55		0.17			(6.37	)		(6.20	)		(0.06	)		(0.12	)		(0.18	)		9.17		1.82%		1.46%	1.39%		(40.24	%)		65,124		26	%
PL International Value Fund
4/1/2013 - 9/30/2013 (6)		$9.10		$0.16			$0.94			$1.10			$—			$—			$—			$10.20		0.93%		0.80%	3.27%		12.09%			$172,280		24	%
4/1/2012 - 3/31/2013		8.62		0.20			0.51			0.71			(0.23	)		—			(0.23	)		9.10		0.94%		0.80%	2.30%		8.26	%		146,550		66	%
4/1/2011 - 3/31/2012		9.51		0.26			(0.89	)		(0.63	)		(0.26	)		—			(0.26	)		8.62		1.02%		0.80%	3.06%		(6.20	%)		111,119		63	%
4/1/2010 - 3/31/2011		9.19		0.18			0.35			0.53			(0.21	)		—			(0.21	)		9.51		1.14%		0.90%	2.01%		5.99	%		90,242		150	%
4/1/2009 - 3/31/2010		6.14		0.19			3.00			3.19			(0.14	)		—			(0.14	)		9.19		1.56%		1.20%	2.28%		52.10	%		86,284		60	%
4/1/2008 - 3/31/2009		12.82		0.26			(6.72	)		(6.46	)		(0.22	)		(0.00	)(7)		(0.22	)		6.14		1.58%		1.27%	2.82%		(50.74	%)		78,604		31	%
PL Currency Strategies Fund
4/1/2013 - 9/30/2013 (6)		$10.32		($0.04	)		($0.07	)		($0.11	)		$—			$—			$—			$10.21		0.91%		0.85%	(0.67%)		(1.07%)			$123,898		54	%
12/7/2012 - 3/31/2013		10.00		(0.02	)		0.34			0.32			—			—			—			10.32		0.94%		0.85%	(0.69%)		3.20	%		118,643		49	%
PL Global Absolute Return Fund
4/1/2013 - 9/30/2013 (6)		$10.19		$0.16			($0.63	)		($0.47	)		$—			$—			$—			$9.72		1.30%		1.20%	3.27%		(4.52%)			$181,125		45	%
12/7/2012 - 3/31/2013		10.00		0.07			0.13			0.20			(0.01	)		—			(0.01	)		10.19		1.20%		1.06%	2.25%		1.96	%		171,925		38	%
PL Precious Metals Fund
4/1/2013 - 9/30/2013 (6)		$8.22		$0.01			($2.14	)		($2.13	)		$—			$—			$—			$6.09		1.08%		0.88%	0.32%		(25.91%)			$80,547		5	%
12/7/2012 - 3/31/2013		10.00		0.01			(1.79	)		(1.78	)		(0.00	)(7)		—			(0.00	)(7)		8.22		1.12%		0.88%	0.31%		(17.79	%)		65,951		3	%

(1) All the funds covered in this report currently offer Class P shares only. Effective July 2, 2010, all Class A shares of these funds were converted to Class P shares. Performance information prior to the conversion for these funds pertains to Class A shares and reflects the fees and expenses associated with that share class.

(2) Net investment income (loss) per share has been calculated using the average shares method.

(3) The ratios are annualized for periods of less than one full year.

(4) The ratios of expenses after expense reductions to average net assets are after any advisory fee waivers and adviser expense reimbursements as discussed in Note 6 and Note 7B, respectively, in Notes to the Financial Statements.

(5) The total returns include reinvestment of all dividends and capital gains distributions, if any, and do not include deductions of any applicable sales charges. Total returns are not annualized for periods less than one full year.

(6) Unaudited.

(7) Amount represents less than $0.005 per share or less than 0.005%.

(8) Includes return of capital distribution of $0.01 per share.

See Notes to Financial Statements

B-18

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1. ORGANIZATION

Pacific Life Funds (the “Trust”) is a Delaware statutory trust, which was formed on May 21, 2001, and is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as an open-end management investment company. Pacific Life Fund Advisors LLC (“PLFA” or “Adviser”) serves as investment advisor to the Trust. As of September 30, 2013, the Trust was comprised of thirty-three separate funds, twenty-one of which are covered by this report (each individually, a “Fund”, and collectively the “Funds”): PL Floating Rate Loan Fund, PL Inflation Managed Fund, PL Managed Bond Fund, PL Short Duration Bond Fund, PL Emerging Markets Debt Fund, PL Comstock Fund, PL Growth Fund (formerly PL Growth LT Fund), PL Large-Cap Growth Fund, PL Large-Cap Value Fund, PL Main Street^® Core Fund (Main Street is a registered trademark of OppenheimerFunds, Inc.), PL Mid-Cap Equity Fund, PL Mid-Cap Growth Fund, PL Small-Cap Growth Fund, PL Small-Cap Value Fund, PL Real Estate Fund, PL Emerging Markets Fund, PL International Large-Cap Fund, PL International Value Fund, PL Currency Strategies Fund, PL Global Absolute Return Fund and PL Precious Metals Fund (collectively the “PL Underlying Funds”).

The PL Underlying Funds offer Class P shares only, which are sold at Net Asset Value (“NAV”). The PL Floating Rate Income Fund also offers Class P shares which are sold at NAV. Presently, only the PL Portfolio Optimization Conservative Fund, PL Portfolio Optimization Moderate-Conservative Fund, PL Portfolio Optimization Moderate Fund, PL Portfolio Optimization Moderate-Aggressive Fund, and PL Portfolio Optimization Aggressive Fund (collectively, the “Portfolio Optimization Funds”), the Adviser and certain of its affiliates can invest in the PL Underlying Funds.

The semi-annual report for the Portfolio Optimization Funds and the PL Floating Rate Income Fund (including Class P shares) is not included in this report; there is a separate semi-annual report for the Portfolio Optimization Funds and the PL Floating Rate Income Fund which is available without charge. For information on how to obtain the semi-annual report for the Portfolio Optimization Funds and the PL Floating Rate Income Fund, see the Where to Go for More Information section of this report on page D-7.

2. SIGNIFICANT ACCOUNTING POLICIES

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for investment companies. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Trust in the preparation of the financial statements.

The Trust has implemented the disclosure requirements pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities, that requires disclosures to make financial statements that are prepared under U.S. GAAP more comparable to those prepared under International Financial Reporting Standards. Under this guidance the Trust discloses in the statements of assets and liabilities both gross and net information about instruments and transactions eligible for offset such as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, the Trust discloses collateral received and posted in connection with master netting agreements or similar arrangements (see required disclosures in Note 5).

A. INVESTMENT TRANSACTIONS AND INCOME

Investment transactions are recorded on a trade date basis. Securities purchased or sold on a when-issued or delayed-delivery basis as well as certain loan transactions and mortgage securities (such as Government National Mortgage Association (“GNMA”) securities) may be settled a month or more after the trade date. Dividend income is recorded on the ex-dividend date, except certain dividends from foreign securities, which are recorded as soon as a Fund is informed of the ex-dividend date or upon receipt of the dividend. A Fund’s estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Interest income, adjusted for amortization of premium and accretion of discount, is recorded daily on an accrual basis. Investment income is recorded net of foreign taxes withheld, if any. A Fund may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. A Fund will accrue such taxes and reclaims as applicable, based upon the current interpretation of tax rules and regulations that exist in the markets in which a Fund invests. Facility fees and other fees (such as origination fees) received from senior loans purchased (see Note 4) by a Fund are amortized over the expected term of each applicable senior loan. Commitment fees received by a Fund relating to unfunded senior loan commitments are amortized to income over the period of the commitment. Consent fees, which are compensation for agreeing to changes in the terms of debt instruments, are recorded as interest income when received. Realized gains and losses from investment transactions are recorded on the basis of identified cost, which is also used for Federal income tax purposes. Gains and losses realized on principal paydowns from mortgage-backed and asset-backed securities are recorded as interest income.

B. DISTRIBUTIONS TO SHAREHOLDERS

Each Fund covered in this report distributes all of its net investment income and realized capital gains, if any, to shareholders at least annually, although distributions could occur more if advantageous to the applicable Fund and its shareholders. Dividends and distributions paid to shareholders are recorded on the ex-dividend date.

C. FOREIGN CURRENCY TRANSLATION

The Trust’s accounting records are maintained in U.S. dollars. The market value of investments and other assets and liabilities, if initially expressed in non-U.S. currencies, are translated into U.S. dollars based on the applicable exchange rates at the end of each business day. Purchases and sales of investments and income and expenses, denominated in foreign currencies, are translated into U.S. dollars at the exchange rates in effect on the transaction date.

C-1

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

None of the Funds separately report the effect of changes in foreign exchange rates from changes in market prices of investments held. Such changes are included with the net realized gain or loss and change in net unrealized appreciation or depreciation on investments. Other foreign currency transactions resulting in realized and unrealized gain or loss, if any, are reported separately as net realized gain or loss on foreign currency transactions and change in net unrealized appreciation or depreciation on foreign currencies.

D. ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES

Certain Trust expenses directly attributable to a particular Fund are charged to that Fund (such as Fund-specific transactional fees, proxies, liquidations, litigation, and organizational/start-up costs). Generally, other Trust expenses are allocated proportionately among all the Funds in relation to the net assets of each Fund.

E. OFFERING COSTS

A new Fund bears all costs (or the applicable pro-rata share if there is more than one new Fund) associated with the offering expenses of the Fund including legal, printing and support services (see Notes 6 and 7A). All such costs are amortized as an expense of the new Fund on a straight-line basis over twelve months from commencement of operations.

3. VALUATION AND FAIR VALUE MEASUREMENTS

A. VALUATION POLICY

The Trust’s Board of Trustees (the “Board”) has adopted a policy (“Valuation Policy”) for determining the value of its investments each business day. Under the Valuation Policy, the Board has delegated certain functions to a Trustee Valuation Committee or another valuation committee to determine the fair value of certain investments. Each valuation committee that values each Fund’s investments, which includes using third party pricing services and/or approved alternate valuation methodologies, does so in accordance with the Valuation Policy. Notes 3B and 3C below describe in greater detail the methodologies used to value each Fund’s investments.

B. NET ASSET VALUE

Each Fund of the Trust is divided into shares and share classes, if applicable. The price per share of each class of a Fund’s shares is called the NAV. The NAV forms the basis for all transactions involving buying, selling, exchanging or reinvesting shares. Each Fund’s NAV is calculated by taking the total value of a Fund’s assets, subtracting a Fund’s liabilities, and dividing by the total number of shares outstanding.

Each Fund’s NAV is calculated once a day, every day the New York Stock Exchange (“NYSE”) is open, including days when foreign markets and/or bond markets are closed. For purposes of calculating the NAV, the value of investments held by each Fund is generally determined as of the time of the close of the NYSE, which is usually 4:00 p.m. Eastern Time. Information that becomes known to the Trust or its agents after the close of the NYSE on a particular day will not normally be used to retroactively adjust the price of an investment for that same business day.

Each Fund’s NAV will not be calculated on days when the NYSE is closed. There may be a delay in calculating the NAV if: (i) the NYSE is closed on a day other than a regular holiday or weekend, (ii) trading on the NYSE is restricted, (iii) an emergency exists (as determined by the Securities and Exchange Commission (“SEC”)), making the sale of investments or determinations of NAV not practicable, or (iv) the SEC permits a delay for the protection of shareholders.

Certain Funds may hold investments that are primarily listed on foreign exchanges. Because those investments trade on days when the Funds do not calculate their NAVs, the value of those investments may change on days when a shareholder will not be able to purchase or redeem Fund shares.

C. INVESTMENT VALUATION

The value of each security or other investment is the amount which a Fund might reasonably expect to receive for the investment upon its current sale in the ordinary course of business. For purposes of calculating the NAV, the value of investments held by each Fund is based primarily on pricing data obtained from various sources approved by the Board:

Money Market Instruments and Short-Term Investments

Money market instruments and short-term investments maturing within 60 days are valued at amortized cost in accordance with the 1940 Act. Amortized cost involves valuing an investment at cost on the date of acquisition and thereafter assuming a constant accretion of a discount or amortization of a premium to maturity, regardless of the impact of fluctuating interest rates on the market value of the instrument. While this method provides consistency in valuation (and may only be used if it approximates market value), it may result in periods during which value, as determined by amortized cost, is higher or lower than the price that would be received if the Fund sold the investment. Fund investments in other mutual funds for temporary cash management purposes are valued at their respective NAVs.

Domestic Equity Investments

For domestic equity investments (including exchange-traded funds), the Trust uses the last reported sale price or official closing price from an exchange as of the time of the NYSE close and do not normally take into account trading, clearances or settlements that take place after the NYSE close. Investments, for which no sales are reported, are generally valued at the mean between the most recent bid and ask prices obtained from approved pricing services, established market makers, or from broker-dealers.

Foreign Equity Investments

For foreign equity investments, the Trust generally uses the last reported sale price or official closing price from the principal foreign exchange, which may be earlier than the NYSE close. The Trust then may adjust for market events occurring between the close of certain

C-2

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

foreign exchanges and the NYSE close. The Trust has retained an independent statistical service approved by the Board to assist in determining the value of certain foreign equity investments. This service utilizes proprietary computer models based on historical performance of markets and other considerations to determine adjustments for market events. Quotations of foreign investments in foreign currencies and those valued using forward currency rates are converted into U.S. dollar equivalents using a foreign exchange quotation from an approved source.

Exchange Traded Futures, Options and Swaps

Exchange traded futures, options and swaps are generally valued using the settlement price determined by the relevant exchange. Exchange traded futures, options and swaps for which no settlement price is reported, are generally valued at the mean between the most recent bid and ask prices obtained from approved pricing services, established market makers, or from broker-dealers.

Over the Counter (“OTC”) Investments and Certain Equity Investments

OTC investments (including swaps and options), are generally valued by approved pricing services that use evaluated prices from various observable market and other factors. Certain OTC swap contracts are valued using alternative valuation methodologies pursuant to the Valuation Policy. Forward foreign currency contracts are generally valued using the mean between broker-dealer bid and ask quotations, and foreign currency exchange rates gathered from leading market makers.

Domestic and Foreign Fixed Income Investments

Fixed income investments are generally valued using the mean between bid and ask prices provided by approved pricing and quotation services, which are based upon evaluated prices determined from various observable market and other factors. Certain fixed-income investments are valued by a benchmark, matrix, or other pricing methodologies approved by the Board or its delegate (i.e. a valuation committee approved by the Board).

Investment Values Determined by a Valuation Committee

The Valuation Policy includes methodologies approved for valuing investments in circumstances where market quotations are not readily available. In such circumstances, the Valuation Policy provides that the Board has delegated authority to a valuation committee to adopt and use alternate valuation formulas and methodologies as it deems necessary and appropriate (“Alternate Valuation Methodologies”) to value such investments. Under the Valuation Policy these Alternate Valuation Methodologies may include, among others, the use of broker quotes, the use of purchase prices for initial public offerings, and benchmark and matrix pricing. In the event market quotations or Alternate Valuation Methodologies are not readily available or are determined to be unreliable, the value of the investments will be determined in good faith by the Trustee Valuation Committee or determined by a valuation committee established under the Valuation Policy and then subsequently submitted for approval or ratification to either the Trustee Valuation Committee, or to the Board. Valuations determined by the Trustee Valuation Committee or other valuation committee may require subjective inputs about the value of such investments. While these valuations are intended to estimate the value a Fund might reasonably expect to receive upon the current sale of the investments in the ordinary course of business, such values may differ from the value that a Fund would actually realize if the investments were sold or values that would be obtained if a different valuation methodology had been used.

Market quotations are considered not readily available if: (i) the market quotations received are deemed unreliable or inaccurate, (ii) approved pricing services do not provide a valuation for a particular investment, or (iii) material events occur after the close of the principal market for a particular investment but prior to the close of the NYSE.

D. FAIR VALUE MEASUREMENTS AND DISCLOSURES

The Trust characterizes its investments as Level 1, Level 2 or Level 3 based upon the various inputs or methodologies used to value the investments. Under the Valuation Policy, a valuation oversight committee (“VOC”) has been established which determines the level in which each Fund’s investments are characterized. The VOC includes investment, legal and compliance members of the Trust’s Adviser, accounting members of the Trust’s Administrator, and the Trust’s Chief Compliance Officer (“CCO”). The three-tier hierarchy of inputs is summarized in the three broad levels listed below:

• Level 1 - Quoted prices (unadjusted) in active markets for identical investments

• Level 2 - Significant observable market-based inputs, other than Level 1 quoted prices, or unobservable inputs that are corroborated by market data

• Level 3 - Significant unobservable inputs that are not corroborated by observable market data

The VOC reviews the Valuation Policy periodically (at least annually) to determine the appropriateness of the pricing methodologies used to value each Fund’s investments. The VOC also periodically evaluates how each Fund’s investments are characterized within the three-tier hierarchy and the appropriateness of third party pricing sources. The VOC also periodically (at least annually) conducts back testing of the value of various Level 2 and Level 3 investments to evaluate the effectiveness of the pricing methodologies including the unobservable inputs used to value those investments. Such back-testing includes comparing Level 2 and Level 3 investment values to subsequently available exchange-traded prices, transaction prices, and/or observable vendor prices. All changes to the Valuation Policy are reported to the Board on a quarterly basis with material changes, as determined by the Trust’s CCO, requiring approval by the Board.

The inputs or methodologies used for characterizing each Fund’s investments within the three-tier hierarchy are not necessarily an indication of the relative risks associated with investing in those investments. For example, money market instruments are valued using amortized cost in accordance with the rules under the 1940 Act. Generally, amortized cost approximates the current fair value of an investment, but since the value is not obtained from a quoted price in an active market, such investments are reflected as Level 2. Foreign investments that are valued with the assistance of a statistical research service approved by the Board, and based on significant observable inputs (as described in Note 3C) are reflected as Level 2. For fair valuations using significant unobservable inputs, the Trust presents a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and

C-3

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. The Trust also discloses the amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when a Fund had an amount of Level 3 investments at the beginning and/or end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each level within the three-tier hierarchy are disclosed only when a Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period. A summary of each Fund’s investments as of September 30, 2013 as categorized under the three-tier hierarchy of inputs, and the reconciliation of Level 3 investments and information on transfers in and out of each level, if applicable, can be found in the Notes to Schedule of Investments section of each Fund’s Schedule of Investments.

The following is a description of valuation inputs and techniques that the Trust currently utilizes to fair value each major category of assets and liabilities.

Equity Securities (Common and Preferred Stock) and Mutual Funds

Equity securities (foreign or domestic) that are actively traded on a securities exchange are fair valued based on quoted prices from the applicable exchange, and to the extent valuation adjustments are not applied to these securities, they are categorized as Level 1. Equity securities traded on inactive markets and certain foreign equity securities are fair valued using significant other observable inputs which include broker-dealer quotes, recently executed transactions adjusted for changes in the benchmark index, or evaluated price quotes received from pricing vendors that take into account the integrity of the market sector and issuer, the individual characteristics of the security, and information received from broker-dealers and other market sources pertaining to the issuer or security. To the extent that these inputs are observable and timely, the fair values of these securities would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Investments in registered mutual funds, including affiliated mutual funds, are valued at their respective NAV and are categorized as Level 1.

U.S. Treasury Obligations

U.S. Treasuries are fair valued based on pricing models that evaluate the mean between the most recently published bid and ask price from market data sources. The models also take into consideration data received from active market makers and inter-dealer brokers and yield curves. Yield curves change daily in response to market conditions and are generally obtained from the new issue market and broker-dealer sources. To the extent that these inputs are observable and timely, the fair values of U.S. Treasury obligations would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Mortgage-Backed Securities and Asset-Backed Securities

Mortgage-backed securities, including government sponsored enterprises, are fair valued using pricing models based on inputs that include issuer type, coupon, and cash flows, mortgage prepayment projection tables and adjustable rate mortgage evaluations that incorporate index data, periodic and life caps, the next coupon reset date, and the convertibility of the bond. To the extent that these inputs are observable and timely, the fair values of mortgage-backed securities would be categorized as Level 2; otherwise the fair value would be categorized as Level 3.

Asset-backed securities and collateralized mortgage obligations are fair valued using pricing models based on a security’s average life volatility. The models also take into account tranche characteristics such as coupon average life, collateral types, ratings, the issuer and tranche type, underlying collateral and performance of the collateral, and discount margin for certain floating rate issues. To the extent that these inputs are observable and timely, the fair values of asset-backed securities and collateralized mortgage obligations would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Municipal Bonds

Municipal bonds are fair valued based on pricing models that take into account, among other factors, information received from market makers and broker-dealers, current trades, bid lists, offerings, market movements, the callability of the bond, state of issuance, benchmark yield curves, and bond insurance. To the extent that these inputs are observable and timely, the fair values of municipal bonds would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Foreign Government Bonds and Notes

Foreign government bonds and notes are fair valued based on discounted cash flow models that incorporate option adjusted spreads along with benchmark curves and credit spreads. In addition, international bond markets are monitored daily for information pertaining to the issuer and/or the specific issue. To the extent that these inputs are observable and timely, the fair values of foreign government bonds and notes would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Corporate Bonds and Notes and U.S. Government & Agency Issues

Corporate bonds held by a Fund are generally comprised of two main categories: investment grade bonds and high yield bonds. Investment grade bonds are reported at fair value using various inputs and techniques, which include broker-dealer quotations, live trading levels, recently executed transactions in securities of the issuer or comparable issuers, issuer credit information, and option-adjusted spread models where applicable. Fair values for high yield bonds are based primarily on broker-dealer quotations from relevant market makers and recently executed transactions in securities of the issuer or comparable issuers. The broker-dealer quotations received are supported by credit analysis of the issuer that takes into consideration credit quality assessments, daily trading activity, and the activity of the underlying equities, listed bonds and sector-specific trends. To the extent that these inputs are observable and timely, the fair values of corporate bonds would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

U.S. Government & Agency Issues are reported at fair value using various inputs and techniques, which include broker-dealer quotations, live trading levels, recently executed transactions in securities of the issuer, issuer credit information, and option-adjusted spread models where

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applicable. To the extent that these inputs are observable and timely, the fair values of U.S. Government & Agency Issues would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Futures Contracts

Futures contracts and options on futures contracts are traded on commodity exchanges and are fair valued based on quoted prices from the applicable exchange, and to the extent valuation adjustments are not applied to futures contracts, they are categorized as Level 1. To the extent that valuation adjustments are observable and timely, the fair values of futures contracts would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Options Contracts

Exchange listed options contracts are traded on securities exchanges and are fair valued based on quoted prices from the applicable exchange, and to the extent valuation adjustments are not applied to exchange listed options contracts, they are categorized as Level 1. If valuation adjustments are applied and such adjustments are observable and timely, the fair values of exchange listed options contracts would be categorized as Level 2; otherwise the fair values would be categorized as Level 3. OTC options contracts are fair valued based on either broker-dealer quotations or pricing models that incorporate various inputs such as interest rates, credit spreads, currency exchange rates and volatility measurements for in-the-money, at-the-money, and out-of-the-money contracts based on a given strike price. To the extent that these inputs are observable and timely, the fair values of OTC options contracts would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Forward Foreign Currency Contracts

Forward foreign currency contracts are fair valued using various inputs and techniques, which include broker-dealer quotations and foreign currency exchange rates gathered from leading market makers. To the extent that these inputs are observable and timely, the fair values of forward foreign currency contracts would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Swaps

Interest Rate Swaps – Interest rate swaps that are actively traded and cleared on a securities exchange or swap execution facility are fair valued based on quoted prices from the applicable exchange, and to the extent valuation adjustments are not applied to these securities, they are categorized as Level 1. Interest rate swaps traded over-the-counter are fair valued using pricing models that are based on real-time snap shots of relevant interest rate curves that are built using the most actively traded securities for a given maturity. The pricing models also incorporate cash and money market rates. In addition, market data pertaining to interest rate swaps are monitored regularly to ensure that interest rates are properly depicting the current market rate. To the extent that these inputs are observable and timely, the fair values of interest rate swaps would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Credit Default Swaps – Credit default swaps that are actively traded and cleared on a securities exchange or swap execution facility are fair valued based on quoted prices from the applicable exchange, and to the extent valuation adjustments are not applied to these securities, they are categorized as Level 1. Credit default swaps traded over-the-counter are fair valued using pricing models that take into account, among other factors, information received from market makers and broker-dealers, default probabilities from index specific credit spread curves, recovery rates, and cash flows. To the extent that these inputs are observable and timely, the fair values of credit default swaps would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Total Return Swaps – Total return swaps that are actively traded and cleared on a securities exchange or swap execution facility are fair valued based on quoted prices from the applicable exchange, and to the extent valuation adjustments are not applied to these securities, they are categorized as Level 1. Total Return swaps traded over-the-counter are fair valued using pricing models that take into account among other factors, index spread curves, nominal values, modified duration values and cash flows. To the extent that these inputs are observable and timely, the fair values of total return swaps would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Senior Loan Notes

Floating rate senior loans (“Senior Loans”) are fair valued based on a quoted price received from a single broker-dealer or an average of quoted prices received from multiple broker-dealers or valued relative to other benchmark securities when broker-dealer quotes are unavailable. To the extent that these inputs are observable, the fair values of Senior Loans would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Short-Term Investments

Short-term investments maturing within 60 days are valued using amortized cost, which is used if it approximates market value, and are categorized as Level 2.

Credit-Oriented Investments

For non-publicly traded instruments that represent debt to the Trust, the carrying amount approximates fair value due to the relatively short-term maturity of these financial instruments, and are reflected as Level 2. The Trust may use market transactions for identical or similar instruments or a market yield approach, which utilizes expected future cash flows that are discounted using estimated current market rates. Discounted cash flow calculations may be adjusted to reflect current market conditions and/or the perceived credit risk of each Fund as applicable. Consideration may also include an evaluation of collateral.

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4. INVESTMENTS AND RISKS

General Investment Risks

An investment in each Fund represents an indirect investment in the assets owned by that Fund. As with any mutual fund, the value of assets owned by each Fund may move up or down, and as a result, an investment in a Fund at any point in time may be worth more or less than the original amount invested. Events in the financial markets have the potential to cause increased volatility and uncertainty, which may impact the value of each Fund’s investments. Due to interdependencies between markets, events in one market may adversely impact other markets or issuers in unforeseen ways. As a result, the value of each Fund’s investments may be adversely affected by events in the markets, either directly or indirectly, and each Fund is exposed to potential decreases in the value of those investments. In addition, traditionally liquid investments may experience periods of diminished liquidity. Governmental and regulatory responses to market events may impair either the Adviser’s or a sub-adviser’s ability to pursue certain investment techniques or strategies and may have unexpected consequences on particular markets, strategies, or investments. Future events may impact a Fund in unforeseen ways, leading a Fund to alter its existing strategies or, potentially, to liquidate and close.

Equity Investments

The price of equity investments change in response to many factors, including a company’s historical and prospective earnings, cash flows, the value of its assets, investor perceptions and many of the factors discussed in General Investment Risks factors noted above.

Fixed Income Investments

Fixed income (debt) investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates, although the factors noted above may also have a significant impact on fixed income (debt) investments. There is a risk that an issuer of a Fund’s fixed income (debt) investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high-yield/high-risk bonds, e.g., bonds with low credit ratings by Moody’s (Ba or lower) or Standard & Poor’s (BB and lower) or if unrated are of comparable quality as determined by the manager, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Certain asset-backed instruments, such as collateralized debt obligations, collateralized mortgage obligations and other mortgage related securities, structured investment vehicles and other debt investments may have exposure to subprime loans or subprime mortgages, which are loans to persons with lower credit ratings. These instruments may present credit risk that is not transparent and that is greater than indicated by their ratings. The value of these instruments may be more acutely affected by downturns in the credit markets or the real estate market than certain other investments, and it may be difficult to value these instruments because of a thin secondary market.

Foreign Investments

There are certain additional risks involved in investing in foreign securities that are generally not inherent in investments in domestic securities. These risks may involve foreign currency fluctuations, adverse political, social and economic developments and the possible imposition of currency exchange blockages or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times more volatile than securities of comparable U.S. companies and U.S. securities markets. The markets in emerging markets countries can be extremely volatile.

Illiquid Investments

Each Fund may not invest in illiquid securities and illiquid bank loans (collectively, “Illiquid Investments”) if as a result of such investment, more than 15% of its net assets, taken at market value at the time of such investment, would be invested in Illiquid Investments. The term “Illiquid Investments” for this purpose means investments that cannot be disposed of within seven days in the ordinary course of business at approximately the amount at which a Fund has valued the investments. Illiquid Investments may be difficult to value and difficult to sell, which means a Fund may not be able to sell such investments quickly for their full value. The value of Illiquid Investments held by each Fund as of September 30, 2013 was less than 15% of its net assets.

Senior Loan Participations and Assignments

Certain Funds may invest in Senior Loans, the interest rates of which float or adjust periodically based upon a specified adjustment schedule, benchmark indicator, or prevailing interest rates of domestic or foreign corporations, partnerships and other entities (“Borrowers”). Senior Loans generally pay interest at rates which are periodically redetermined by reference to a base lending rate plus a premium. These base lending rates generally include prime rates of one or more major U.S. banks, LIBOR rates or certificates of deposit rates. Senior Loans often require prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay cannot be predicted with accuracy. As a result, the actual maturity may be substantially less than the stated maturities. Senior Loans are exempt from registration under the Securities Act of 1933, may contain certain restrictions on resale, and cannot be sold publicly. A Fund’s investments in Senior Loans may be in the form of participations in loans or assignments of all or a portion of loans from third parties.

When a Fund purchases assignments, it acquires all the rights and obligations under the loan agreement of the assigning lender. Assignments may, however, be arranged through private negotiations between potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from, and be more limited than those held by the assigning lender.

When a Fund purchases a participation of a Senior Loan interest, the Fund typically enters into a contractual agreement with the lender or other third party selling the participation. A participation interest in Senior Loans includes the right to receive payments of principal, interest and any fees to which it is entitled from the lender and only upon receipt by the lender of payments from the Borrower, but not from the Borrower

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directly. When investing in a participation interest, if a Borrower is unable to meet its obligations under a loan agreement, a Fund generally has no right to enforce compliance with the terms of the loan agreement. As a result, the Fund assumes the credit risk of the Borrower, the selling participant, and any other persons that are interpositioned between the Fund and the Borrower. If the lead lender in a typical lending syndicate becomes insolvent, enters Federal Deposit Insurance Corporation (“FDIC”) receivership or, if not FDIC insured, enters into bankruptcy, the Fund may incur certain costs and delays in receiving payment or may suffer a loss of principal and/or interest. As of September 30, 2013, no participation interest in Senior Loans was held by any of the Funds covered in this report.

Inflation-Indexed Bonds

Certain Funds may invest in inflation-indexed bonds. Inflation-indexed bonds are fixed income (debt) securities whose principal value is periodically adjusted to the rate of inflation. The interest rate on these bonds is generally fixed at issuance at a rate lower than typical bonds. Over the life of an inflation indexed bond, however, interest will be paid based on a principal value, which is adjusted for inflation. Any increase or decrease in the principal amount of an inflation-indexed bond will result in an adjustment to interest income.

Mortgage-Related and Other Asset-Backed Securities

Certain Funds may invest in mortgage-related and other asset-backed securities. These securities include mortgage pass-through securities, collateralized mortgage obligations (“CMOs”), collateralized loan obligations (“CLOs”), mortgage dollar rolls, CMO residuals, stripped mortgage- backed securities (“SMBS”), and other securities that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans secured by real property. Mortgage-related and other asset-backed securities are debt securities issued by a corporation, trust or custodian, or by a U.S. Government agency or instrumentality, that are collateralized by a pool of mortgages, mortgage pass-through securities, U.S. Government securities or other assets. The value of some mortgage-related and asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose a Fund to a lower rate of return upon reinvestment of principal. The value of these securities may fluctuate in response to the market’s perception of the creditworthiness of the issuers. Additionally, although mortgage and mortgage-related securities are generally supported by some form of government or private guarantee and/or insurance, there is no assurance that private guarantors or issuers will meet their obligations.

SMBS represent a participation in, or are secured by and payable from, mortgage loans on real property, and may be structured in classes with rights to receive varying proportions of principal and interest. SMBS include interest-only securities (“IOs”), which receive all of the interest, and principal-only securities (“POs”), which receive the entire principal. The cash flows and yields on IOs are extremely sensitive to the rate of principal payments (including prepayments) on the underlying mortgage loans. If the underlying mortgages experience higher than anticipated prepayments, an investor in IOs of SMBS may fail to recoup fully its initial investment, even if the IOs are highly rated or are derived from securities guaranteed by the U.S. Government. Unlike other fixed-income and other mortgage-backed securities, the market value of IOs tends to move in the same direction as interest rates. As prepayments on the underlying mortgages of POs increase, the yields on POs increase. Payments received from IOs are recorded as interest income. Because principal will not be received at the maturity of an IO, adjustments are made to the book value of the security on the coupon date until maturity. These adjustments are included in interest income. Payments received from POs are treated as reductions to the cost and par value of the securities. Any excess principal paydown gains or losses associated with the payments received are recorded as interest income.

U.S. Government Agencies or Government-Sponsored Enterprises

Certain Funds may invest in U.S. Government agencies or government-sponsored enterprises. U.S. Government securities are obligations of and, in certain cases, guaranteed by, the U.S. Government, its agencies or instrumentalities. The U.S. Government does not guarantee the NAV of each Fund’s shares. Some U.S. Government securities, such as Treasury Bills, Treasury Notes, Treasury Bonds, and securities guaranteed by GNMA (or “Ginnie Mae”), are supported by the full faith and credit of the U.S. Government; others, such as those of the Federal Home Loan Bank, are supported by the right of the issuer to borrow from the U.S. Department of the Treasury (the “U.S. Treasury”); others, such as those of the Federal National Mortgage Association (“FNMA” or “Fannie Mae”), are supported by the discretionary authority of the U.S. Government to purchase the agency’s obligations. Securities not backed by the full faith and credit of the U.S. Government may be subject to a greater risk of default. U.S. Government securities may include zero coupon securities, which do not distribute interest on a current basis and tend to be subject to greater risk than interest-paying securities of similar maturities.

Government-related guarantors (i.e., not backed by the full faith and credit of the U.S. Government) include FNMA and the Federal Home Loan Mortgage Corporation (“FHLMC” or “Freddie Mac”). FNMA is a government-sponsored corporation, the common stock of which is owned entirely by private stockholders. FNMA purchases conventional (i.e., not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers which include state and federally chartered savings and loan associations, mutual savings banks, commercial banks and credit unions and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA, but are not backed by the full faith and credit of the U.S. Government. FHLMC issues Participation Certificates (“PCs”), which are pass-through securities, each representing an undivided interest in a pool of residential mortgages. FHLMC guarantees the timely payment of interest and ultimate collection of principal, but PCs are not backed by the full faith and credit of the U.S. Government.

When-Issued Securities

Certain Funds may purchase and sell securities on a when-issued basis. These transactions are made conditionally because a security, although authorized, has not yet been issued in the market. A commitment by a Fund is made regarding these transactions to purchase or sell securities for a predetermined price or yield, with payment and delivery taking place beyond the customary settlement period. A Fund may sell when-issued securities before they are delivered, which may result in a capital gain or loss. Risk may arise upon entering these contracts from the potential inability of a counterparty to meet the terms of their contracts, or if the issuer does not issue the securities due to political, economic, or other factors.

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Delayed-Delivery Transactions

Certain Funds may purchase or sell securities on a delayed-delivery basis. Payment and delivery may take place after the customary settlement period for that security. The price or yield of the underlying securities is fixed at the time the transaction is negotiated. When delayed- delivery purchases are outstanding, a Fund will set aside, and maintain until the settlement date in a segregated account, liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed-delivery basis, a Fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its NAV. A Fund may dispose of or renegotiate a delayed-delivery transaction after it is entered into, and may sell delayed-delivery securities before they are delivered, which may result in a capital gain or loss. When a Fund has sold a security on a delayed-delivery basis, the Fund does not participate in future gains and losses with respect to the security.

Short Sales

Certain Funds may enter into short sales. A short sale is a transaction in which a Fund sells securities it does not own. A Fund’s use of short sales involves the risk that the price of the security in the open market may be higher when purchased to close out the Fund’s short position, resulting in a loss to the Fund. Such a loss is theoretically unlimited because there is no limit on the potential increase in the price of a security or guarantee as to the price at which the manager would be able to purchase the security in the open market.

When a Fund sells securities short, it must borrow those securities to make delivery to the buyer. The Fund incurs an expense for such borrowing. The Fund may not be able to purchase a security that it needs to deliver to close out a short position at an acceptable price. This may result in losses and/or require the Fund to sell long positions before the manager had intended. A Fund may not be able to successfully implement its short sale strategy, which may limit its ability to achieve its investment goal, due to limited availability of desired or eligible securities, the cost of borrowing securities, regulatory changes limiting or barring short sales, or for other reasons. Securities sold in short sale transactions and the interest and dividends payable on such securities, if any, are recorded as a liability.

The use of proceeds received from selling short to purchase additional securities (long positions), results in leverage which may increase a Fund’s exposure to long positions. Leverage could magnify gains and losses and, therefore, increases a Fund’s volatility.

Repurchase Agreements

Certain Funds may enter into repurchase agreements with institutions that the Adviser or sub-adviser has determined are creditworthy. Under the terms of a typical repurchase agreement, a Fund takes possession of an underlying security (collateral) subject to an obligation of the seller to repurchase, and a Fund to resell, the security at an agreed upon price and time. Repurchase agreements permit a Fund to maintain liquidity and potentially earn income over periods of time that may be as short as overnight. The collateral for all repurchase agreements are held in safekeeping for the benefit of the Funds at the Trust’s custodian, or broker-dealer, or a designated sub-custodian under a tri-party repurchase agreement. All repurchase agreements entered into by a Fund are collateralized with cash or securities of a type that the Fund is permitted to hold. The collateral is evaluated daily to ensure its market value equals or exceeds the current market value of the repurchase agreements, including accrued interest. Except in the case of a repurchase agreement entered into for the purposes of selling a security short, the value of the collateral delivered to the Fund must equal or exceed 95% of the value of the repurchase price during the term of the repurchase agreement. The terms of a repurchase agreement entered into for purposes of settling a security short may provide that the cash purchase price paid by the Fund is more than the value of the collateral received that it is obligated to return to the counterparty under the repurchase agreement. Since in such a transaction, the Fund normally will have used the collateral received to settle the short sale, the Fund will segregate liquid assets equal to the marked to market value of the collateral received that it is obligated to return to the counterparty under the repurchase agreement.

In the event of default on the obligation to repurchase a security held by a Fund as collateral, the Fund has the right to liquidate the security and apply the proceeds to the counterparty’s obligations to the Fund under the repurchase agreement. Upon an event of default under the repurchase agreement, if the seller defaults and the value of collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the portfolio may be delayed, limited or wholly denied.

Borrowings and Other Financing Transactions

The following disclosures contain information on a Fund’s ability to lend or borrow cash or securities to the extent permitted under the 1940 Act, which may be viewed as borrowing or financing transactions by a Fund. The location and fair value amounts of these instruments are described below. For a detailed description of credit and counterparty risks that can be associated with borrowings and other financing transactions (see Note 5).

Reverse Repurchase Agreements – Certain Funds may enter into reverse repurchase agreements. In a reverse repurchase agreement, a Fund sells to a financial institution a security that it holds with an agreement to repurchase the same security at the agreed-upon price and date. Securities sold under reverse repurchase agreements are recorded as a liability. Interest payments made are recorded as a component of interest expense. In periods of increased demand for the security, a Fund may receive a fee for use of the security by the counterparty, which may result in interest income to the Fund. A reverse repurchase agreement involves the risk that the market value of the security sold by a Fund may decline below the repurchase price of the security. A Fund will segregate assets determined to be liquid by the applicable Fund manager or otherwise cover its obligations under reverse repurchase agreements.

Sale-Buybacks – Certain Funds may enter into transactions referred to as sale-buybacks. A sale-buyback transaction consists of a sale of a security by a Fund to a financial institution, the counterparty, with a simultaneous agreement to repurchase the same or substantially the same security at an agreed-upon price and date. Such transactions are recorded as secured borrowings. A Fund is not entitled to receive principal and interest payments, if any, made on the security sold to the counterparty during the term of the agreement. The agreed-upon proceeds for

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securities to be repurchased by a Fund are recorded as a liability. A Fund will recognize net income represented by the price differential between the price received for the transferred security and the agreed-upon repurchase price. This is commonly referred to as the price drop. A price drop consists of (i) the foregone interest and inflationary income adjustments, if any, a Fund would have otherwise received had the security not been sold and (ii) the negotiated financing terms between a Fund and counterparty. Foregone interest and inflationary income adjustments, if any, are recorded as components of interest income. Interest payments based upon negotiated financing terms made by the Fund to counterparties are recorded as a component of interest expense. In periods of increased demand for the security, a Fund may receive a fee for use of the security by the counterparty, which may result in interest income to a Fund. A Fund will segregate assets determined to be liquid or otherwise cover its obligations under sale-buyback transactions.

Segregation and Collateral

If a Fund engages in certain transactions such as derivative investments or repurchase agreements, it may require collateral in the form of cash or investments to be held in segregated accounts at the Trust’s custodian, with an exchange or clearing member firm, or segregated on the Trust’s books and records maintained by the custodian and/or the portfolio manager. In each instance that segregation of collateral is required, it is done so in accordance with the 1940 Act and/or any interpretive guidance issued by the SEC. There is a possibility that a Fund could experience a delay in selling investments that are segregated as collateral.

5. DERIVATIVE INVESTMENTS AND RISKS, AND ENFORCEABLE MASTER NETTING ARRANGEMENTS

A. PRINCIPAL MARKET RISKS MANAGED BY INVESTING IN DERIVATIVES

Derivative instruments are investments whose values are tied to the value of an underlying security or asset, a group of assets, interest rates, exchange rates, currency or an index. Certain Funds are permitted to invest in derivative instruments, including, but not limited to, futures contracts, options contracts, forward foreign currency contracts, interest rate swaps, and credit default swaps. Derivatives may have little or no initial cash investment value relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost. This is sometimes referred to as leverage. Leverage can magnify a Fund’s gains and losses and therefore increase its volatility. A Fund’s investments in derivatives may increase, decrease or change the level or types of exposure to certain risk factors. The primary risks a Fund may attempt to manage through investing in derivative instruments include, but are not limited to, interest rate, foreign investments and currency, price volatility, and credit (including counterparty) risks.

Interest rate risk – A Fund may be exposed to interest rate risk through investments in fixed income securities. Interest rate risk is the risk that fixed income securities will decline in value as a result of changes in interest rates. For example, the value of bonds, fixed rate loans and short-term money market instruments may decline in value when interest rates rise. Fixed income securities with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than fixed income securities with shorter durations or money market instruments. Therefore, duration is a potentially useful tool to measure the sensitivity of a fixed income security’s yield (market price to interest rate movement). To manage these risks, certain Funds may invest in derivative instruments tied to interest rates.

Foreign investments and currency risk – A Fund may be exposed to foreign investments and/or currency risk through direct investment in securities or through options, futures or currency transactions. The prices of foreign securities that are denominated in foreign currencies are affected by the value of the U.S. dollar. With respect to securities denominated in foreign currencies, in general, as the value of the U.S. dollar rises, the U.S. dollar price of a foreign security will fall. As the value of the U.S. dollar falls, the U.S. dollar value of the foreign security will rise. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons. Foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, a lack of adequate and timely company information, differences in the way securities markets operate, relatively lower market liquidity, less stringent financial reporting and accounting guidance and controls, less secure foreign banks or securities depositories than those in the U.S., foreign taxation issues and foreign controls on investments. As a result, a Fund’s investments in foreign currency denominated securities and other foreign investments may reduce the returns of the Fund. To manage these risks, certain Funds may invest in derivative instruments tied to foreign investments and/or currencies.

Price volatility risk – Derivatives tied to equity and fixed income securities are exposed to potential price volatility. Fixed income securities are affected by many factors, including prevailing interest rates, market conditions and market liquidity. Volatility of below investment grade fixed income securities (including loans) may be relatively greater than for investment grade fixed income securities. Equity securities tend to go up or down in value, sometimes rapidly and unpredictably. The prices of equity securities change in response to many factors, including a company’s historical and prospective earnings, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity. Due to the complexities of markets, events in one market or sector may adversely impact other markets or sectors.

To manage these risks, certain Funds may invest in various derivative instruments. Derivative instruments may be used to manage a Fund’s exposure to price volatility risk but may also be subject to greater price volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.

Credit and Counterparty risk – Credit risk is the risk that a fixed income security’s issuer (or borrower or counterparty) will be unable or unwilling to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or may go bankrupt. This is also sometimes described as counterparty risk. A Fund may lose money if the issuer or guarantor of fixed income security, or counterparty of a derivative contract, repurchase or reverse repurchase agreement, or a loan of Fund securities, is unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. A Fund may attempt to minimize concentrations

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of credit risk by undertaking transactions with a large number of borrowers or counterparties on recognized and reputable exchanges. A Fund’s investments in fixed income (debt) investments may range in quality from those rated in the lowest category in which it is permitted to invest to those rated in the highest category by a rating agency, or if unrated, determined by the manager to be of comparable quality.

Similar to credit risk, a Fund may be exposed to counterparty risk, or the risk that an institution or other entity with which a Fund has unsettled or open transactions will default. Financial assets of counterparties, which potentially expose a Fund to counterparty risk, consist mainly of cash due from counterparties and investments. Certain managers may attempt to minimize credit risks to a Fund by performing extensive reviews of each counterparty, entering into transactions with counterparties that the manager believes to be creditworthy at the time of the transaction and requiring the posting of collateral in applicable transactions. To manage these risks, certain Funds may invest in derivative instruments tied to a security issuers’ financial strength.

A Fund’s transactions in listed securities are settled/paid for upon delivery with their counterparties. Therefore, the risk of counterparty default for listed securities is considered minimal, as delivery of securities sold is only made once a Fund has received payment. Payment is made on a purchase once the securities have been delivered by the counterparty. The trade will fail if either party fails to meet its obligations.

Master Agreements and Netting Arrangements – Certain Funds are parties to various agreements, including but not limited to International Swaps and Derivatives Association Agreements and related Credit Support Annex, Master Repurchase Agreements, and Master Securities Forward Transactions Agreements (collectively “Master Agreements”), which govern the terms of certain transactions with select counterparties. These Master Agreements generally include provisions for general obligations, representations, agreements, collateral and certain events of default or termination. These Master Agreements also include provisions for netting arrangements that help reduce credit and counterparty risk associated with relevant transactions. The netting arrangements are generally tied to credit related events that if triggered, would cause an event of default or termination giving a portfolio or counterparty the right to terminate early and cause settlement, on a net basis, of all transactions under the applicable Master Agreement. In the event of an early termination as a result of an event of default under the Master Agreement, the total market value exposure of all transactions will be offset against collateral exchanged to date, which would result in a net receivable or payable that would be due from or to the counterparty. Credit related events include, but are not limited to, bankruptcy, failure to make timely payments, restructuring, obligation acceleration, obligation default, a material decline in net assets, decline in credit rating or repudiation/moratorium. Any election made by a counterparty to early terminate the transactions under a Master Agreement could have a material adverse impact on a Fund’s financial statements. A Fund’s overall exposure to credit risk, subject to netting arrangements, can change substantially within a short period, as it is affected by each transaction subject to the arrangement.

Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels. Under the Master Agreements, collateral is routinely transferred if the total net exposure to certain transactions under the relevant Master Agreement with a counterparty in a given Fund exceeds a specified threshold, net of collateral already in place, which typically ranges from $0 to $250,000 depending on the counterparty and the type of Master Agreement. Collateral under the Master Agreements is usually in the form of cash or U.S. Treasury Bills but could include other types of securities. The market value of all derivative transactions outstanding under a Master Agreement is calculated daily to determine the amount of collateral to be received or pledged by counterparty. Posting of collateral for OTC derivative transactions are covered under tri-party collateral agreements between the Trust, the Trust’s Custodian and each counterparty. Collateral for centrally cleared derivatives transactions are posted with the applicable derivatives clearing organization.

B. DERIVATIVE INVESTMENTS AND ENFORCEABLE MASTER NETTING ARRANGEMENTS

In addition to managing the market risks described above, certain Funds, if permitted by their investment objectives, may also invest in derivatives for purposes of hedging, duration management, to gain exposure to specific investment opportunities, as a substitute for securities, to increase returns, or to otherwise help achieve a Fund’s investment goal. Each derivative instrument and the reasons a Fund invested in derivatives during the reporting period are discussed in further detail below.

Futures Contracts – A futures contract is a commitment to buy or sell a specific amount of a financial instrument or commodity at a negotiated price on a specified future date. Futures contracts are subject to the possibility of illiquid markets, and the possibility of an imperfect correlation between the value of the instruments and the underlying securities. Initial margin deposits are made upon entering into futures contracts and can be funded with either cash or securities. During the period a futures contract is open, changes in the value of the contract are recognized as unrealized appreciation or depreciation by marking-to-market on a daily basis to reflect the market value of the contract at the end of each day’s trading. Variation margin receivables or payables represent the difference between the change in unrealized appreciation and depreciation on the open contracts and the cash deposits made on the margin accounts. When the contract is closed, a Fund records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Fund’s cost of the contract. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

During the reporting period, the Funds entered into futures contracts for the following reasons: The PL Inflation Managed and PL Managed Bond Funds used financial and money market futures as a means of managing exposure to the securities markets or to movements in interest rates. The PL Short Duration Bond Fund entered into U.S. Treasury futures to hedge interest rate exposure and to manage duration. The PL Emerging Markets Debt Fund entered into futures contracts to manage duration and to hedge against U.S. dollar denominated bonds. The PL Large-Cap Growth Fund entered into futures contracts to maintain full exposure to the equity markets and to provide daily liquidity for the Fund’s inflows and outflows. The PL International Value Fund entered into futures contracts to maintain full exposure to the equity markets. The PL Global Absolute Return Fund entered into futures contracts to manage duration and interest rate risk, to maintain full exposure to the equities market, to manage exposure to various securities markets, to provide daily liquidity for the Fund’s inflows and outflows, and as a part of the Fund’s investment strategy.

Options Contracts – An options contract is a commitment that gives the purchaser of the contract the right, but not the obligation, to buy or sell an underlying asset at a specific price on or before a specified future date. On the other hand, the writer of an options contract is obligated,

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upon the exercise of the option, to buy or sell an underlying asset at a specific price on or before a specified future date. A swaption is an option contract granting the owner the right to enter into an underlying swap. Inflation-capped options are options on U.S. inflation rates at a stated strike price. The seller of an inflation-capped option receives an upfront premium and in return the buyer receives the right to receive a payment at the expiration of the option if the cumulative annualized inflation rate over the life of the option is above (for caps) or below (for floors) the stated strike price. The purpose of inflation-capped options is to protect the buyer from inflation erosion above a certain rate on a given notional exposure. A floor can be used to give downside protection to investments in inflation-linked products below a certain rate on a given notional exposure. Writing put options or purchasing call options tends to increase a Fund’s exposure to the underlying instrument. Writing call options or purchasing put options tends to decrease a Fund’s exposure to the underlying instrument. When a Fund writes or purchases a call, put, or inflation-capped option, an amount equal to the premium received or paid by the Fund is recorded as a liability or an investment, respectively, and subsequently adjusted to the current market value, based on the quoted daily settlement price of the option written or purchased. Certain options may be written or purchased with premiums to be determined on a future date. The premiums for these options are based upon implied volatility parameters at specified terms. Premiums received or paid from writing or purchasing options, which expire unexercised, are treated by a Fund on the expiration date as realized gains or losses. The difference between the premium and the amount paid or received on a closing purchase or sale transaction, including brokerage commissions, is also treated as a realized gain or loss. If an option is exercised, the premium paid or realized is added to the cost of the purchase or proceeds from the sale in determining whether the Fund has realized a gain or loss on investment transactions. A Fund, as a writer of an option, may have no control over whether the underlying instrument may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the underlying written option. In addition, an illiquid market may make it difficult for a Fund to close out an option contract.

The maximum risk of loss associated with writing put options is limited to the exercised fair value of the option contract. The maximum risk of loss associated with writing call options is potentially unlimited. Listed options contracts present minimal counterparty credit risk since they are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded options, guarantees the options against default. A Fund’s maximum risk of loss from counterparty credit risk related to OTC options contracts is limited to the premium paid.

During the reporting period, the Funds entered into option contracts for the following reasons: The PL Inflation Managed and PL Managed Bond Funds purchased and wrote options and swaptions on futures, currencies and swaps, as a means of capitalizing on anticipated changes in market volatility and to generate income. Both Funds also utilized inflation floors to hedge duration. The PL Growth Fund invested in option contracts for purposes of risk management and as a part of the Fund’s investment strategy. The Emerging Markets Debt Fund entered into option contracts for purposes of hedging and as a part of the Fund’s investment strategy. The PL Global Absolute Return Fund purchased or wrote options for purposes of risk management and as a part of the Fund’s investment strategy.

Forward Foreign Currency Contracts – A forward foreign currency contract (“Forward Contract”) is a commitment to buy or sell a specific amount of a foreign currency at a negotiated price on a specified future date. Forward Contracts can help a Fund manage the risk of changes in currency exchange rates. These contracts are marked-to-market daily at the applicable forward currency translation rates. A Fund records realized gains or losses at the time the Forward Contract is closed. A Forward Contract is extinguished through a closing transaction or upon delivery of the currency or entering an offsetting contract. A Fund’s maximum risk of loss from counterparty credit risk related to Forward Contracts is the fair value of the contract. The risk may be mitigated to some extent if a master netting arrangement between a Fund and the counterparty is in place and to the extent a Fund obtains collateral to cover the Fund’s exposure to the counterparty.

During the reporting period, the Funds entered into Forward Contracts for the following reasons: The PL Inflation Managed and PL Managed Bond Funds entered into Forward Contracts in connection with settling planned purchases or sales of securities, to hedge the currency exposure associated with some or all of a Fund’s securities or as part of each Funds’ investment strategy. The PL Short Duration Bond Fund and PL Growth Fund entered into Forward Contracts for hedging purposes to help protect the Fund’s returns against adverse currency movements. The PL Emerging Markets Debt Fund entered into Forward Contracts to help protect the Fund’s returns against adverse currency movements, to gain market exposure, and as part of the Fund’s investment strategy. The PL Comstock Fund entered into Forward Contracts for risk management purposes to mitigate currency risk. The PL International Value Fund entered into Forward Contracts to manage currency risk and for hedging purposes to insulate the Fund’s returns against adverse currency movements. The PL Global Absolute Return Fund entered into Forward Contracts to hedge against currency exposure associated with the Fund’s investments, to shift foreign currency exposure back to U.S. dollars, to shift investment exposure from one currency to another, to increase returns, and as a substitute for securities. The PL Currency Strategies Fund purchased or sold non-deliverable Forward Contracts to gain or increase exposure to various currencies (both long and short positions) for hedging purposes to protect the Fund’s returns against adverse currency movements and as a part of the Fund’s investment strategy.

Swaps Agreements – Swaps are privately negotiated agreements between the Funds and their counterparties to exchange cash flows, assets, foreign currencies or market-linked returns at specified intervals and may be executed in the over-the-counter market or in a multilateral or other trade facility platform, such as a registered commodities exchange (“centrally cleared swaps”). In connection with these agreements, securities may be identified as collateral in accordance with the terms of the respective swap agreements to provide assets of value and recourse in the event of default or bankruptcy/insolvency. Swaps are marked-to-market daily based upon values received from third party vendors or quotations from market makers. Market values greater than zero are recorded as an asset and market values less than zero are recorded as a liability. The change in value of swaps, including accruals of periodic amounts of interest to be paid or received on swaps, is recorded as unrealized appreciation or depreciation. Daily changes in valuation of centrally cleared swaps, if any, are recorded as variation margin receivable or payable. Payments received or made at the beginning of the measurement period are recorded as an asset or liability and represent payments made or received upon entering into the swap agreement to compensate for differences between the stated terms of the swap agreement and prevailing market conditions (credit spreads, currency exchange rates, interest rates, and other relevant factors). These

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upfront payments are recorded as realized gain or loss when the swap is closed. A liquidation payment received or made at the termination of the swap is recorded as realized gain or loss. Net periodic payments received by a Fund are recorded as realized gain.

Interest Rate Swaps – Interest rate swap agreements involve the exchange by a Fund with another party of their respective commitments to pay or receive interest with respect to the notional amount of principal. Certain forms of interest rate swap agreements may include: (i) interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or “cap”, (ii) interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified rate, or “floor”, (iii) interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels, (iv) callable interest rate swaps, under which the counterparty may terminate the swap transaction in whole at zero cost by a predetermined date and time prior to the maturity date, (v) spreadlocks, which allow the interest rate swap users to lock in the forward differential (or spread) between the interest rate swap rate and a specified benchmark, or (vi) basis swaps, under which two parties can exchange variable interest rates based on different money markets.

Certain Funds hold fixed rate bonds whose value may decrease if interest rates rise. To help hedge against this risk and to maintain the ability to generate income at prevailing market rates, certain Funds enter into interest rate swap agreements.

A Fund investing in interest rate swaps is subject to the risk that there is no liquid market for these agreements, that the counterparties may default on their obligations to perform or disagree as to the meaning of the contractual terms in the agreements, or that there may be unfavorable changes in interest rates. A Fund’s maximum risk of loss from counterparty credit risk related to interest rate swaps is the discounted net value of the cash flows to be received from/paid to the counterparty over the contract’s remaining life, to the extent that the amount is positive. The risk may be mitigated to some extent if a master netting arrangement between a Fund and the counterparty is in place and to the extent a Fund obtains collateral to cover the Fund’s exposure to the counterparty.

Cross-currency swaps are interest rate swaps in which interest cash flows are exchanged between two parties based on the notional amounts of two different currencies. The notional amounts are typically determined based on the spot exchange rates at the inception of the trade. Cross-currency swaps also involve the exchange of the notional amounts at the start of the contract at the current spot rate with an agreement to re-exchange such amounts at a later date at either the same exchange rate, a specified rate or the then current spot rate. The entire principal value of a cross-currency swap is subject to the risk that the counterparty to the swap will default on its contractual delivery obligations.

During the reporting period, the Funds entered into interest rate swaps for the following reasons: The PL Inflation Managed and PL Managed Bond Funds entered into interest rate swaps to manage nominal or real interest rate risk, as well as other risk exposures in various global markets, or as a substitute for cash bond exposure. The PL Emerging Markets Debt Fund entered into interest rate swaps for duration management and to gain exposure to the currency markets. The PL Global Absolute Return Fund entered into interest rate swaps to manage interest rate risk, to gain or mitigate exposure to various currencies and securities markets, and to increase returns.

Credit Default Swaps – Credit default swap agreements involve one party making a stream of payments (referred to as the buyer of protection) to another party (the seller of protection) in exchange for the right to receive a specified return in the event of a default or other credit event for the referenced entity, obligation or index. As a seller of protection, a Fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided there is no credit event. As the seller, a Fund would effectively add leverage to its Fund because, in addition to its total net assets, a Fund would be subject to investment exposure on the notional amount of the swap.

A Fund investing in credit default swaps is subject to the risk that there is no liquid market for these agreements, that the counterparties may default on their obligations to perform or disagree as to the meaning of the contractual terms in the agreements, or that there may be unfavorable changes in interest rates.

If a Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, a Fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. If a Fund is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, a Fund will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. Recovery values are assumed by market makers considering either industry standard recovery rates or entity specific factors and considerations until a credit event occurs. If a credit event has occurred, the recovery value is determined by a facilitated auction whereby a minimum number of allowable broker bids, together with a specified valuation method, are used to calculate the settlement value.

Credit default swap agreements on corporate issues, sovereign issues of an emerging country or U.S. Treasury obligation issues involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a default or other credit event. If a credit event occurs and cash settlement is not elected, a variety of other deliverable obligations may be delivered in lieu of the specific referenced obligation. The ability to deliver other obligations may result in a cheapest-to-deliver option (the buyer of protection’s right to choose the deliverable obligation with the lowest value following a credit event). A Fund may use credit default swaps on corporate issues, sovereign issues of an emerging country or U.S. Treasury obligation issues to provide a measure of protection against defaults of the issuers (i.e., to reduce risk where a Fund owns or has exposure to the referenced obligation) or to take an active long or short position with respect to the likelihood of a particular issuer’s default.

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Credit default swap agreements on asset-backed securities involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a default or other credit event. Unlike credit default swaps on corporate and sovereign issues of an emerging country, deliverable obligations in most instances would be limited to the specific referenced obligation as performance for asset-backed securities can vary across deals. Prepayments, principal paydowns, and other writedowns or loss events on the underlying mortgage loans will reduce the outstanding principal balance of the referenced obligation. These reductions may be temporary or permanent as defined under the terms of the swap agreement and the notional amount for the swap agreement will be adjusted by corresponding amounts. A Fund may use credit default swaps on asset-backed securities to provide a measure of protection against defaults of the referenced obligation or to take an active long or short position with respect to the likelihood of a particular referenced obligation’s default.

Credit default swap agreements on credit indices involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising the credit index. Credit default swap agreements on indices are benchmarks for protecting investors owning bonds against default. A credit index is a list of a basket of credit instruments or exposures designed to be representative of some part of the credit market as a whole. These indices are made up of reference credits that are judged by a poll of dealers to be the most liquid entities in the credit default swap market based on the sector of the index. Components of the indices may include, but are not limited to, investment grade securities, high yield securities, asset-backed securities, emerging markets, and/or various credit ratings within each sector. Credit indices are traded using credit default swaps with standardized terms including a fixed spread and standard maturity dates. An index credit default swap references all the names in the index, and if there is a default, the credit event is settled based on that name’s weight in the index. The composition of the indices changes periodically, usually every six months, and for most indices, each name has an equal weight in the index. A Fund may use credit default swaps on credit indices to hedge a Fund of credit default swaps or bonds with a credit default swap on indices which is less expensive than it would be to buy many credit default swaps to achieve a similar effect.

An implied credit spread is the spread in yield between a U.S. Treasury security and the referenced obligation or underlying investment that are identical in all respects except for the quality rating. Wider credit spreads, in absolute terms when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement. Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on corporate issues, sovereign issues of an emerging country or U.S. Treasury obligation issues as of period end, are disclosed in the Notes to Schedules of Investments and serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. For credit default swap agreements on asset-backed securities and credit indices, the quoted market prices and resulting values serve as the indicator of the current status of the payment/performance risk.

A Fund may use pair trades of credit default swaps. Pair trades attempt to match a long position with a short position of two securities in the same market sector for hedging purposes. Pair trades of credit default swaps attempt to gain exposure to credit risk while hedging or offsetting the effects of overall market movements. For example, a Fund may purchase protection through a credit default swap referenced to the debt of an issuer, and simultaneously selling protection through a credit default swap referenced to the debt of a different issuer with the intent to realize gains from the pricing differences of the two issuers who are expected to have similar market risks.

A Fund may use spread curve trades by simultaneously purchasing and selling protection through credit default swaps referenced to the same issuer but with different maturities. Spread curves attempt to gain exposure to credit risk on a forward basis by realizing gains on the expected differences in spreads.

A Fund’s maximum risk of loss from counterparty credit risk related to credit default swaps, either as the buyer or seller of protection, is the fair value of the contract. The risk may be mitigated to some extent if a master netting arrangement between a Fund and the counterparty is in place and to the extent a Fund obtains collateral to cover the Fund’s exposure to the counterparty.

The aggregate fair value of credit default swaps in a net liability position is reflected as unrealized depreciation and is disclosed in the Notes to Schedules of Investments. The collateral posted, net of assets received as collateral, for swap contracts is also disclosed in the Notes to Schedules of Investments. The maximum potential amount of future payments (undiscounted) that a Fund as a seller of protection could be required to make under a credit default swap agreement is an amount equal to the notional amount of the agreement. Notional amounts of all credit default swap agreements outstanding as of September 30, 2013 for which a Fund is the seller of protection are disclosed in the Notes to Schedules of Investments. These potential amounts are partially offset by any recovery values of the respective referenced obligations, upfront payments received upon entering into the agreement, or net amounts received from the settlement of buy protection credit default swap agreements entered into by a Fund for the same referenced entity or entities.

During the reporting period, the Funds entered into credit default swaps for the following reasons: PL Managed Bond Fund sold credit protection through credit default swaps to increase exposure to the credit risk of individual securities or to the broader investment grade, high yield, or emerging markets. The PL Managed Bond Fund also purchased credit protection to reduce credit exposure to individual issuers, reduce broader credit risk, or to take advantage of the basis between the credit default swap and the cash bond market. The PL Global Absolute Return Fund entered into credit default swaps to hedge exposure to the Fund’s investments, to increase or decrease credit exposure to various indices, individual issuers and securities or groups or securities, and as a part of the Fund’s investment strategy.

Total Return Swaps – A Fund investing in total return swaps is subject to the risk that there is no liquid market for these agreements, that the counterparties may default on their obligations to perform or that there may be unfavorable changes in the value of the underlying index or reference instrument (generally caused by changes in interest rates or declines in credit quality). A total return swap agreement is one in which

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one party makes payments based on a set rate, either fixed or variable, while the other party makes payments based on the return of an underlying index or reference instrument, which includes both the income it generates and any capital gains. To the extent the total return of the index or reference instrument underlying the transaction exceeds or falls short of the offsetting interest rate obligation, a Fund will receive a payment from or make a payment to the counterparty. A Fund’s maximum risk of loss from counterparty credit risk related to total return swaps is the discounted net value of the cash flows to be received from or paid to the counterparty over the contract’s remaining life, to the extent that the amount is positive. The risk may be mitigated to some extent if a master netting arrangement between a Fund and the counterparty is in place and to the extent a Fund obtains collateral to cover a Fund’s exposure to the counterparty.

A Fund may enter into fully funded total return swaps which involves one party making an initial payment equal to the estimated value of the reference instrument. The parties to the swap then exchange respective commitments to pay or receive a net amount based on the change in the fair value of a reference instrument and a specified notional amount.

During the reporting period, the Funds entered into total return swaps for the following reasons: The PL Global Absolute Return Fund entered into total return swaps to gain currency exposure in various markets, to increase or decrease credit exposure to various indices, individual issuers and securities or groups or securities, and as a part of the Fund’s investment strategy. The PL Emerging Markets Debt Fund entered into total return swaps to gain exposure to various markets, as a substitute for securities, and as a party of the Funds investment strategy.

For financial reporting purposes, the Trust does not offset fair value amounts recognized for derivative instruments and fair value amounts recognized for the right to reclaim cash collateral (receivables) or the obligation to return cash collateral (payables) arising from derivative instruments recognized at fair value executed with the same counterparty under a master netting arrangement. The derivative investments held as of September 30, 2013 as disclosed in the Notes to Schedules of Investments and the amounts of realized gains and losses and changes in net unrealized appreciation and depreciation on derivative investments as disclosed in the Statements of Operations serve as indicators of the volume of derivative activity for each applicable Fund during the six-month period ended September 30, 2013.

The following is a summary of the location of fair value amounts of derivative investments, if any, disclosed in the Trust’s Statements of Assets and Liabilities:

	Location on the Statements of Assets and Liabilities
Derivative Investments Risk Type	Asset Derivative Investments	Liability Derivative Investments
Interest rate contracts	Investments, at value	Outstanding options written, at value
	Receivable: Variation margin	Payable: Variation margin
	Swap contracts, at value	Swap contracts, at value
Foreign currency contracts	Investments, at value	Outstanding options written, at value
	Receivable: Variation margin	Payable: Variation margin
	Forward foreign currency contracts appreciation	Forward foreign currency contracts depreciation
Credit contracts	Swap contracts, at value	Swap contracts, at value
Equity contracts	Investments, at value	Outstanding options written, at value
	Receivable: Variation margin	Payable: Variation margin

The following is a summary of fair values of derivative investments disclosed in the Statements of Assets and Liabilities, categorized by primary risk exposure as of September 30, 2013:

	Asset Derivative Investments Value
Fund	Total Value at September 30, 2013		Credit Contracts		Equity Contracts			Foreign Currency Contracts		Interest Rate Contracts
PL Inflation Managed		$489,993		$—		$—			$123,155		$366,838	*
PL Managed Bond		5,828,949		362,182		—			80,568		5,386,199	*
PL Short Duration Bond		18,885		—		—			18,885		—
PL Emerging Markets Debt		1,536,531		—		—			416,442		1,120,089
PL International Value		798,735		—		—			798,735		—
PL Currency Strategies		1,318,641		—		—			1,318,641		—
PL Global Absolute Return		9,860,871		6,373,040		323,964	*		2,477,697		686,170

	Liability Derivative Investments Value
Fund	Total Value at September 30, 2013			Credit Contracts			Equity Contracts			Foreign Currency Contracts			Interest Rate Contracts
PL Inflation Managed		($1,197,953	)		$—			$—			($322,284	)		($875,669	)*
PL Managed Bond		(1,856,041	)		(237,533	)		—			(647,218	)		(971,290	)*
PL Short Duration Bond		(110,070	)		—			—			—			(110,070	)*
PL Emerging Markets Debt		(569,714	)		—			—			(524,049	)		(45,665	)
PL Comstock		(649,145	)		—			—			(649,145	)		—
PL International Value		(558,720	)		—			—			(558,720	)		—
PL Currency Strategies		(5,887,602	)		—			—			(5,887,602	)		—
PL Global Absolute Return		(7,941,478	)		(2,141,824	)		(10,745	)*		(4,381,376	)		(1,407,533	)*

* Includes cumulative appreciation (depreciation) of futures contracts and centrally cleared swap contracts as reported in the Notes to Schedule of Investments. Only current day’s variation margin is reported within the Statements of Assets and Liabilities.

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The following is a summary of the location of realized gains and losses and changes in net unrealized appreciation and depreciation of derivative investments, if any, disclosed in the Trust’s Statements of Operations:

Derivative Investments Risk Type	Location of Gain (Loss) on Derivative Investments Recognized in the Statements of Operations
Interest rate contracts	Net realized gain (loss) on investment security transactions
Equity contracts	Net realized gain (loss) on futures contracts and swap transactions
	Net realized gain (loss) on written option transactions
	Change in net unrealized appreciation (depreciation) on investment securities
	Change in net unrealized appreciation (depreciation) on futures contracts and swaps
	Change in net unrealized appreciation (depreciation) on written options
Foreign currency contracts	Net realized gain (loss) on investment security transactions
	Net realized gain (loss) on futures contracts and swap transactions
	Net realized gain (loss) on written option transactions
	Net realized gain (loss) on foreign currency transactions
	Change in net unrealized appreciation (depreciation) on investment securities
	Change in net unrealized appreciation (depreciation) on futures contracts and swaps
	Change in net unrealized appreciation (depreciation) on written options
	Change in net unrealized appreciation (depreciation) on foreign currencies
Credit contracts	Net realized gain (loss) on futures contracts and swap transactions
	Change in net unrealized appreciation (depreciation) on futures contracts and swaps

The following is a summary of each Fund’s realized gain and/or loss and change in net unrealized appreciation and/or depreciation on derivative investments recognized in the Statements of Operations categorized by primary risk exposure for the six-month period ended September 30, 2013:

	Realized Gain (Loss) on Derivative Investments Recognized in the Statement of Operations
Fund	Total			Credit Contracts			Equity Contracts		Foreign Currency Contracts			Interest Rate Contracts
PL Inflation Managed		($395,535	)		$—			$—		($106,825	)		($288,710	)
PL Managed Bond		(2,203,439	)		414,290			—		(1,042,373	)		(1,575,356	)
PL Short Duration Bond		18,626			—			—		16,951			1,675
PL Emerging Markets Debt		317,653			—			—		348,495			(30,842	)
PL Comstock		(835,321	)		—			—		(835,321	)		—
PL Growth		13,093			—			22,787		(9,694	)		—
PL Large-Cap Growth		57,756			—			57,756		—			—
PL International Value		(614,058	)		—			182,246		(796,304	)		—
PL Currency Strategies		(3,204	)		—			—		(3,204	)		—
PL Global Absolute Return		(3,209,501	)		(666,743	)		—		(1,535,170	)		(1,007,588	)

	Change in Net Unrealized Appreciation (Depreciation) on Derivative Investments Recognized in the Statement of Operations
Fund	Total			Credit Contracts			Equity Contracts			Foreign Currency Contracts			Interest Rate Contracts
PL Inflation Managed		($867,085	)		$—			$—			($277,840	)		($589,245	)
PL Managed Bond		631,228			(247,720	)		—			(1,169,318	)		2,048,266
PL Short Duration Bond		(71,613	)		—			—			24,758			(96,371	)
PL Emerging Markets Debt		(403,359	)		—			—			(201,167	)		(202,192	)
PL Comstock		(602,657	)		—			—			(602,657	)		—
PL Growth		9,483			—			—			9,483			—
PL Large-Cap Growth		(35,842	)		—			(35,842	)		—			—
PL International Value		(153,943	)		—			—			(153,943	)		—
PL Currency Strategies		(3,413,994	)		—			—			(3,413,994	)		—
PL Global Absolute Return		(4,760,568	)		(337,610	)		79,855			(4,442,063	)		(60,750	)

The following is a summary of financial and derivative instruments that are subject to enforceable master netting arrangements (or similar arrangements) and collateral received and pledged in connection with the master netting agreements (or similar arrangements).

	Gross Amounts Presented in the Statement of Assets and Liabilities		Gross Amounts Not Offset in Statement of Assets and Liabilities						Gross Amounts Presented in the Statement of Assets and Liabilities			Gross Amounts Not Offset in Statement of Assets and Liabilities
Description			Financial Instruments		Collateral Received		Net Amount					Financial Instruments			Collateral Pledged			Net Amount
		Assets								Liabilities
PL Inflation Managed
Swaps		$191,292		$142,498		$—		$48,794		($722,901	)		($142,498	)		($134,612	)		($445,791	)
Options		59,906		21,227		—		38,679		(86,589	)		(21,227	)		(9,147	)		(56,215	)
Foreign currency contracts		123,155		52,042		53,104		18,009		(322,284	)		(52,042	)		(37,817	)		(232,425	)
Futures*		115,640		66,179		—		49,461		(66,179	)		(66,179	)		—			—
Sale-buyback financing transactions										(5,174,583	)		(5,174,583	)		—			—

C-15

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

	Gross Amounts Presented in the Statement of Assets and Liabilities		Gross Amounts Not Offset in Statement of Assets and Liabilities						Gross Amounts Presented in the Statement of Assets and Liabilities			Gross Amounts Not Offset in Statement of Assets and Liabilities
Description			Financial Instruments		Collateral Received		Net Amount					Financial Instruments			Collateral Pledged			Net Amount
	Assets								Liabilities
PL Managed Bond
Swaps		$4,274,427		$584,768		$29,039		$3,660,620		($718,443	)		($584,768	)		($58,643	)		($75,032	)
Options		—		—		—		—		(286,273	)		—			(82,145	)		(204,128	)
Foreign currency contracts		80,568		40,152		5,279		35,137		(647,218	)		(40,152	)		(174,196	)		(432,870	)
Futures*		1,473,954		204,107		—		1,269,847		(204,107	)		(204,107	)		—			—
PL Short Duration Bond
Foreign currency contracts		18,885		—		—		18,885		—			—			—			—
Futures*		—		—		—		—		(110,070	)		—			(75,083	)		(34,987	)
PL Emerging Markets Debt
Swaps		1,120,089		—		—		1,120,089		(45,665	)		—			—			(45,665	)
Options		1,691		—		—		1,691		—			—			—			—
Foreign currency contracts		414,751		308,143		—		106,608		(524,049	)		(308,143	)		—			(215,906	)
PL Comstock Fund
Foreign currency contracts		—		—		—		—		(649,145	)		—			—			(649,145	)
PL International Value
Foreign currency contracts		798,735		141,295		—		657,440		(558,720	)		(141,295	)		—			(417,425	)
PL Currency Strategies
Foreign currency contracts		1,318,641		1,245,626		—		73,015		(5,887,602	)		(1,245,626	)		(4,123,713	)		(518,263	)
PL Global Absolute Return
Swaps		8,652,869		1,938,467		3,355,250		3,359,152		(2,670,737	)		(1,938,467	)		(433,678	)		(298,592	)
Options		304,660		136,563		84,000		84,097		(489,982	)		(136,563	)		(209,308	)		(144,111	)
Foreign currency contracts		808,398		807,222		588		588		(3,891,394	)		(807,222	)		(1,826,565	)		(1,257,607	)
Futures*		94,944		94,944		—		—		(889,365	)		(94,944	)		(794,421	)		—

* Includes cumulative appreciation (depreciation) of futures contracts and centrally cleared swap contracts as reported in the Notes to Schedules of Investments. Only current day’s variation margin is reported within the Statements of Assets and Liabilities.

At period end, certain Funds had investments in repurchase agreements. The gross value and related collateral for these investments are presented in each applicable Fund’s Schedule of Investments and the value of these investments is also presented in the Statements of Assets and Liabilities. The value of the related collateral held by each applicable Fund covered in this report, except for the PL Global Absolute Return Fund, exceeded the value of the repurchase agreements as of September 30, 2013. For the PL Global Absolute Return Fund, the value of the related collateral exceeded 95% of the value of the repurchase price of the repurchase agreements (see Note 4) as of September 30, 2013.

6. INVESTMENT ADVISORY, ADMINISTRATION AND SHAREHOLDER SERVICES, SUPPORT SERVICES AND DISTRIBUTION AGREEMENTS

Pursuant to an Investment Advisory Agreement, PLFA, a wholly-owned subsidiary of Pacific Life Insurance Company (“Pacific Life”), serves as Adviser to the Trust. For the PL Underlying Funds, PLFA has retained other management firms to sub-advise each Fund, as discussed later in this section. PLFA receives advisory fees from each Fund based on the following advisory fee rates, which are based on an annual percentage of average daily net assets of each Fund:

PL Floating Rate Loan (1)	0.75%	PL Large-Cap Value	0.65%	PL International Large-Cap	0.85%
PL Inflation Managed	0.40%	PL Main Street Core	0.45%	PL International Value	0.65%
PL Managed Bond	0.40%	PL Mid-Cap Equity	0.65%	PL Currency Strategies	0.65%
PL Short Duration Bond	0.40%	PL Mid-Cap Growth	0.70%	PL Global Absolute Return	0.80%
PL Emerging Markets Debt	0.785%	PL Small-Cap Growth	0.60%	PL Precious Metals (1)	0.75%
PL Comstock (1)	0.75%	PL Small-Cap Value	0.75%
PL Growth	0.55%	PL Real Estate	0.90%
PL Large-Cap Growth (1)	0.75%	PL Emerging Markets	0.80%

(1) PLFA has contractually agreed to waive 0.10%, 0.015%, 0.045% (0.275% from January 1, 2013 to April 30, 2013) and 0.07% of its advisory fee through July 31, 2014 for the PL Floating Rate Loan, PL Comstock, PL Large-Cap Growth and PL Precious Metals Funds, respectively. The agreement will terminate if the investment advisory agreement is terminated or upon approval by the Board and prior written notice to the Adviser. There is no guarantee that PLFA will continue such waivers after that date.

Pursuant to Fund Management Agreements, the Trust and PLFA engage various management firms under PLFA’s supervision for the PL Underlying Funds. As of September 30, 2013, the following firms serve as sub-advisers for their respective Fund(s): Boston Management

C-16

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

and Research for the PL Floating Rate Loan and PL Global Absolute Return Funds; Pacific Investment Management Company LLC for the PL Inflation Managed and PL Managed Bond Funds; T. Rowe Price Associates, Inc. for the PL Short Duration Bond Fund; Ashmore Investment Management Limited for the PL Emerging Markets Debt Fund; Invesco Advisers, Inc. for the PL Comstock Fund; MFS Investment Management for the PL Growth and PL International Large-Cap Funds; BlackRock Investment Management, LLC for the PL Large-Cap Growth Fund; ClearBridge Advisors, LLC for the PL Large-Cap Value Fund; OppenheimerFunds, Inc. for the PL Main Street Core and PL Emerging Markets Funds; Scout Investments, Inc for the PL Mid-Cap Equity Fund; Morgan Stanley Investment Management Inc. for the PL Mid-Cap Growth and PL Real Estate Funds; Fred Alger Management, Inc. for the PL Small-Cap Growth Fund; NFJ Investment Group LLC for the PL Small-Cap Value Fund; J.P. Morgan Investment Management Inc. for the PL International Value Fund; UBS Global Asset Management (Americas) Inc. for the PL Currency Strategies Fund; and Wells Capital Management Inc. for the PL Precious Metals Fund. PLFA, as Adviser to the Trust, pays the related management fees to these sub-advisers as compensation for their sub-advisory services provided to their respective Fund.

Pursuant to an Administration and Shareholder Services Agreement (the “Administration Agreement”), Pacific Life serves as administrator (the “Administrator”) to the Trust. The Trust paid the Administrator an administration fee at an annual rate of 0.15% for each of the PL Underlying Funds. The administration fee is for procuring or providing administrative, transfer agency, and shareholder services. In addition, Pacific Life and PLFA provide support services to the Trust that are outside the scope of the Administrator’s and Adviser’s responsibilities under the Administration Agreement and Investment Advisory Agreement. Under the Support Services Agreement, the Trust compensated Pacific Life and PLFA for their expenses in providing support services to the Trust in connection with various matters, some of which include the time spent by legal, accounting, and compliance personnel of Pacific Life and PLFA (including individuals who may be officers or Trustees of the Trust), to attend meetings of the Board and to provide assistance with the coordination and supervision in connection with the services procured for the Trust under the Administration Agreement. Support services do not include any services for which PLFA is responsible pursuant to the Investment Advisory Agreement. The Trust reimbursed Pacific Life and PLFA for these support services on an approximate cost basis.

Pursuant to a Distribution Agreement, Pacific Select Distributors, Inc. (the “Distributor”), a wholly-owned subsidiary of Pacific Life, serves as distributor of the Trust’s shares. Under the Distribution Agreement, the Distributor bears all expenses of providing services, including costs of sales presentations, mailings, advertisements, and other marketing efforts by the Distributor in connection with the distribution or sale of the Trust’s shares and makes distribution and/or service payments to selling groups in connection with the sale of certain of the Trust’s shares and subsequent servicing needs of shareholders provided by selling groups. The Class P shares of the PL Underlying Funds covered in this report are not subject to a distribution and/or service fee.

7. TRANSACTIONS WITH AFFILIATES

A. ADVISORY FEES, ADMINISTRATION FEES AND EXPENSES FOR SUPPORT SERVICES

The Adviser and Pacific Life are related parties. The advisory fees earned by the Adviser, including any advisory fee waiver, the administration fees earned by Pacific Life, including any fee waivers, and expenses for support services recovered by PLFA and Pacific Life (see Note 6) by each Fund covered in this report for the six-month period ended September 30, 2013 are presented in the Statements of Operations. The amounts of each of these fees that remained payable as of September 30, 2013 are presented in the Statements of Assets and Liabilities.

B. EXPENSE LIMITATION AGREEMENTS

To help limit the Trust’s expenses, PLFA has entered into expense limitation agreements with the Trust and has contractually agreed to reimburse each Fund for certain operating expenses that exceed an annual rate based on a percentage of a Fund’s average daily net assets. These operating expenses include, but are not limited to: administration fees; organizational expenses; custody expenses; expenses for audit, tax and certain legal services; preparation, printing, filing and distribution to existing shareholders of proxies, prospectuses and shareholder reports and other regulatory documents, as applicable; independent trustees’ fees; and establishing, overseeing and administering the Trust’s compliance program. These operating expenses do not include: investment advisory fees; distribution and/or service fees, if any; interest; taxes (including foreign taxes on dividends, interest or gains); brokerage commissions and other transactional expenses; dividends on securities sold short; acquired fund fees and expenses; and extraordinary expenses such as litigation expenses and other expenses not incurred in the ordinary course of each Fund’s business. The current expense cap for the PL Underlying Funds, except the PL Currency Strategies Fund, PL Global Absolute Return Fund and PL Precious Metals Fund, is 0.15% through July 31, 2015 and 0.30% thereafter through July 31, 2022. The current expense cap for the PL Currency Strategies Fund, PL Global Absolute Return Fund and PL Precious Metals Fund is 0.20% through July 31, 2014. There is no guarantee that PLFA will continue to cap expenses upon the expiration of the applicable expense caps.

Any expense reimbursements are subject to repayment to PLFA for a period of time as permitted under regulatory and accounting guidance (currently 3 years from the end of the fiscal year in which the reimbursement or reduction took place), to the extent such expenses fall below the expense cap in future years. Any amounts repaid to PLFA will have the effect of increasing such expenses of the Fund, but not above the expense cap. There was no recoupment of expense reimbursement by PLFA from any Funds covered in this report during the six-month period ended September 30, 2013.

The Adviser expense reimbursement and the advisory fee waiver, if any, of each of the applicable Funds covered in this report for the six-month period ended September 30, 2013 are presented in the Statements of Operations. Any amounts that remained due from the Advisor as of September 30, 2013 are presented in the Statements of Assets and Liabilities.

C-17

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

The cumulative reimbursement and fee reduction amounts, if any, as of September 30, 2013 that are subject to repayment for each Fund covered in this report are as follows:

	Expiration Date
Fund	3/31/2014		3/31/2015		3/31/2016		3/31/2017
PL Floating Rate Loan		$161,181		$131,663		$138,319		$73,295
PL Inflation Managed		329,563		295,942		210,150		79,400
PL Managed Bond		558,213		506,074		511,150		273,794
PL Short Duration Bond		164,455		168,516		200,776		116,557
PL Emerging Markets Debt						149,277		67,095
PL Comstock		194,706		167,205		179,416		92,639
PL Growth		154,975		163,768		95,666		37,981
PL Large-Cap Growth		112,128		106,391		120,927		65,540
PL Large-Cap Value		228,247		206,530		217,662		113,007
PL Main Street Core		176,595		160,866		167,926		76,959
PL Mid-Cap Equity		153,964		136,380		137,581		53,164
PL Mid-Cap Growth		116,589		83,455		95,060		39,486
PL Small-Cap Growth		73,729		59,708		63,952		28,741
PL Small-Cap Value		92,291		93,513		101,068		50,544
PL Real Estate		72,505		59,572		60,947		26,469
PL Emerging Markets		270,343		388,707		408,692		266,001
PL International Large-Cap		255,021		289,591		257,028		117,805
PL International Value		200,306		213,243		187,506		103,453
PL Currency Strategies						31,042		41,298
PL Global Absolute Return						68,978		86,856
PL Precious Metals						33,601		47,400
Total		$3,314,811		$3,231,124		$3,436,724		$1,857,484

C. INDEPENDENT TRUSTEES

The Trust pays each independent trustee of the Board retainer fees and specified amounts for various Board and committee services and for chairing those committees. The fees and expenses of the independent trustees of the Board are presented in the Statements of Operations.

Each independent trustee of the Board is eligible to participate in the Trust’s Deferred Compensation Plan (the “Plan”). The Plan allows each independent trustee to voluntarily defer receipt of all or a percentage of fees which otherwise would be payable for services performed. Amounts in the deferral account are obligations of each Fund at the time of such deferral and are payable in accordance with the Plan. Deferral amounts are treated as though equivalent dollar amounts had been invested in shares of certain Funds. An independent trustee who defers compensation has the option to select credit rate options that track the performance, at NAV without a sales load, of Class A shares of the Portfolio Optimization Funds, PL Short Duration Income Fund, PL Income Fund, PL Strategic Income Fund, PL Floating Rate Income Fund, PL Limited Duration High Income Fund, PL High Income Fund and/or PL Money Market Fund, and/or Class P shares of the corresponding PL Underlying Funds. The obligation of each Fund under the Plan (the “DCP Liability”) is recorded as a liability (accrued trustees’ fees and expenses and deferred compensation). Accordingly, the market value appreciation or depreciation on a Fund’s DCP Liability account will cause the expenses of that Fund to increase or decrease due to market fluctuation. The change in net unrealized appreciation or depreciation on a Fund’s DCP Liability account is recorded as an increase or decrease to expenses (trustees’ fees and expenses). For the six-month period ended September 30, 2013, such expenses were increased by $2,278 for all applicable Funds covered in this report as a result of the market value appreciation on such accounts. As of September 30, 2013, the total amount in the DCP Liability accounts was $36,558 for all applicable Funds covered in this report.

D. OFFICERS OF THE TRUST

None of the officers of the Trust received compensation from the Trust.

E. INDEMNIFICATIONS

Under the Trust’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of performance of their duties to the Trust. In addition, the Trust entered into an agreement with each of the trustees which provides that the Trust will indemnify and hold harmless each trustee against any expenses actually and reasonably incurred by any trustee in any proceeding arising out of or in connection with the trustee’s services to the Trust, to the fullest extent permitted by the Trust’s Declaration of Trust and By-Laws, the general trust law of the State of Delaware, the Securities Act of 1933, and the 1940 Act, each as now or hereinafter in force. In the normal course of business, the Trust enters into contracts with service providers and others that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements and agreements is dependent on future claims that may be made against the Trust and/or the trustees and, therefore, cannot be estimated; however, based on experience, the risk of loss from such claims is considered remote.

8. UNFUNDED SENIOR LOAN COMMITMENTS

Unfunded loan commitments on senior loan participations and assignments (Note 4), if any, are marked to market daily and valued according to the Trust’s valuation policies and procedures. Any outstanding unfunded loan commitments are presented in the Notes to Schedules of Investments section of each applicable Fund’s Schedule of Investments. Any applicable net unrealized appreciation or depreciation at the end of the reporting period is recorded as an asset (unfunded loan commitment appreciation) or a liability (unfunded loan commitment depreciation) and any change in net unrealized appreciation or depreciation for the reporting period is recorded as a change in net unrealized appreciation or depreciation on unfunded loan commitment. As of September 30, 2013, the PL Floating Rate Loan Fund had an unfunded loan commitment of $148,500 (see details in the Notes to Schedule of Investments).

C-18

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

9. PURCHASES AND SALES OF SECURITIES

The cost of purchases and proceeds from sales of investments (excluding short-term investments) for the six-month period ended September 30, 2013, were as follows:

	U.S. Government Securities				Other Securities
Fund	Purchases		Sales		Purchases		Sales
PL Floating Rate Loan		$—		$—		$46,476,506		$33,449,996
PL Inflation Managed		54,344,354		35,787,189		154,783		738,510
PL Managed Bond		1,574,382,831		1,569,023,664		12,746,874		90,652,965
PL Short Duration Bond		19,433,443		19,503,282		41,238,248		28,903,473
PL Emerging Markets Debt		—		—		80,145,615		59,960,033
PL Comstock		—		—		18,532,882		20,915,394
PL Growth		—		—		59,590,503		39,054,186
PL Large-Cap Growth		—		—		184,912,791		183,943,262
PL Large-Cap Value		—		—		16,299,692		17,114,272
PL Main Street Core		—		—		58,695,304		56,639,240
PL Mid-Cap Equity		—		—		71,934,058		73,631,045
PL Mid-Cap Growth		—		—		16,877,807		16,919,351
PL Small-Cap Growth		—		—		21,283,761		22,406,302
PL Small-Cap Value		—		—		22,686,868		22,828,195
PL Real Estate		—		—		8,035,804		4,226,748
PL Emerging Markets		—		—		37,814,346		18,624,177
PL International Large-Cap		—		—		27,619,011		13,322,714
PL International Value		—		—		45,104,350		37,650,229
PL Currency Strategies		—		—		35,289,689		32,325,933
PL Global Absolute Return		28,066,836		17,236,335		44,742,417		13,746,621
PL Precious Metals		—		—		35,279,387		3,172,730

10. FEDERAL INCOME TAX INFORMATION

Each Fund intends to qualify each year as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code (the “Code”). A Fund that qualifies as a RIC does not have to pay income tax as long as it distributes sufficient taxable income and net capital gains. Each Fund declared and paid sufficient dividends on net investment income and capital gains distributions during the year or period ended March 31, 2013, to qualify as a RIC and is not required to pay Federal income tax under the Code. Accordingly, no provision for Federal income taxes is required in the financial statements. Required distributions are based on net investment income and net realized gains determined in accordance with income tax regulations, which may differ from U.S. GAAP for financial reporting purposes. These differences are primarily due to differing treatments for sale-buyback financing transactions, futures and options, swap income, paydown gain/loss, partnership income, foreign currency transactions, passive foreign investment companies, late year ordinary and post-October capital losses, capital loss carryforwards, and losses deferred due to wash sales. Permanent book and tax differences relating to shareholder distributions will result in reclassifications of capital accounts. In addition, the year in which amounts are distributed may differ from the year in which the net investment income is earned and the net gains are realized by each Fund.

The following table shows the accumulated capital losses and components of distributable earnings on a tax basis, and late year ordinary losses and post-October capital losses deferred, if any, as of March 31, 2013:

				Distributable Earnings				Late Year Ordinary and Post-October Losses Deferral
Funds	Accumulated Capital Losses			Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Late-Year Ordinary Losses			Short-Term Capital Losses			Long-Term Capital Losses		Total
PL Floating Rate Loan		$—			$1,316,347		$415,183		$—			$—			$—		$—
PL Inflation Managed		—			969,033		1,799,266		—			—			—		—
PL Managed Bond		—			5,249,049		335,216		—			—			—		—
PL Short Duration Bond		(400,482	)		692,686		—		—			—			—		—
PL Emerging Markets Debt		—			2,223,395		—		—			—			—		—
PL Comstock		(15,567,387	)		1,547,697		—		—			(39,394	)		—		(39,394	)
PL Growth		(8,082,253	)		573,620		—		—			—			—		—
PL Large-Cap Growth		—			2,005,094		16,228,244		—			—			—		—
PL Large-Cap Value		(11,105,101	)		1,311,059		—		—			—			—		—
PL Main Street Core		(15,493,924	)		510,526		—		—			—			—		—
PL Mid-Cap Equity		—			261,379		8,498,830		—			—			—		—
PL Mid-Cap Growth		—			152,026		201,852		—			—			—		—
PL Small-Cap Growth		(2,656,903	)		98,333		—		(9,352	)		—			—		(9,352	)
PL Small-Cap Value		(565,420	)		643,956		—		—			—			—		—
PL Real Estate		(7,118,950	)		207,691		—		—			—			—		—
PL Emerging Markets		—			338,384		716,973		—			—			—		—
PL International Large-Cap		(11,259,863	)		1,245,736		—		—			(316,774	)		—		(316,774	)
PL International Value		(56,218,765	)		1,569,454		—		—			—			—		—
PL Currency Strategies		—			4,034,419		—		—			—			—		—
PL Global Absolute Return		—			4,380,767		—		—			—			—		—
PL Precious Metals		—			187,701		—		—			106,883			—		106,883

C-19

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

Accumulated capital losses represent net capital loss carryovers as of March 31, 2013 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. The following table shows the expiration dates and the amounts of capital loss carryover, if any, by each of the applicable Funds as of March 31, 2013:

	Net Capital Loss Carryover Expiring In										Unlimited Period of Net Capital Loss Carryover						Accumulated Capital Loss Carryover
Fund	2017			2018				2019			Short-Term			Long-Term
PL Short Duration Bond		$—			$—				$—			($400,482	)		$—			($400,482	)
PL Comstock		—			(15,567,387	)			—			—			—			(15,567,387	)
PL Growth		—			(8,082,253	)			—			—			—			(8,082,253	)
PL Large-Cap Value		(277,230	)		(10,501,973	)			(325,898	)		—			—			(11,105,101	)
PL Main Street Core		—			(15,493,924	)			—			—			—			(15,493,924	)
PL Small-Cap Growth		—			(2,656,903	)	��		—			—			—			(2,656,903	)
PL Small-Cap Value		—			(565,420	)			—			—			—			(565,420	)
PL Real Estate		—			(7,118,950	)			—			—			—			(7,118,950	)
PL International Large-Cap		(312,566	)		(8,295,134	)			(2,652,163	)		—			—			(11,259,863	)
PL International Value		(6,971,246	)		(38,541,418	)			—			(7,203,007	)		(3,503,094	)		(56,218,765	)

The aggregate Federal tax cost of investments and the composition of unrealized appreciation and depreciation on investments as of September 30, 2013, were as follows:

Fund	Total Cost of Investments on Tax Basis		Gross Unrealized Appreciation on Investments		Gross Unrealized Depreciation on Investments			Net Unrealized Appreciation (Depreciation) on Investments			Net Unrealized Appreciation (Depreciation) on Other (1)			Net Unrealized Appreciation (Depreciation)
PL Floating Rate Loan		$119,073,032		$1,294,937		($689,648	)		$605,289			$2,061			$607,350
PL Inflation Managed		183,633,113		1,913,485		(9,757,920	)		(7,844,435	)		(745,627	)		(8,590,062	)
PL Managed Bond		756,599,315		8,686,888		(6,741,105	)		1,945,783			1,737,851			3,683,634
PL Short Duration Bond		229,100,592		1,407,665		(965,865	)		441,800			(91,691	)		350,109
PL Emerging Markets Debt		110,191,487		746,921		(2,813,857	)		(2,066,936	)		(336,946	)		(2,403,882	)
PL Comstock		200,052,698		79,804,782		(1,855,110	)		77,949,672			(648,577	)		77,301,095
PL Growth		65,082,195		11,738,593		(426,134	)		11,312,459			310			11,312,769
PL Large-Cap Growth		136,044,177		25,320,615		(1,121,643	)		24,198,972			222			24,199,194
PL Large-Cap Value		227,993,093		115,916,161		(568,395	)		115,347,766			—			115,347,766
PL Main Street Core		172,732,172		60,978,683		(397,715	)		60,580,968			(42	)		60,580,926
PL Mid-Cap Equity		130,343,484		25,257,594		(1,661,328	)		23,596,266			—			23,596,266
PL Mid-Cap Growth		59,769,845		20,466,775		(1,510,258	)		18,956,517			35			18,956,552
PL Small-Cap Growth		42,693,591		15,183,329		(475,167	)		14,708,162			—			14,708,162
PL Small-Cap Value		104,607,985		33,551,842		(1,769,459	)		31,782,383			98			31,782,481
PL Real Estate		44,899,098		17,143,790		(568,195	)		16,575,595			—			16,575,595
PL Emerging Markets		112,031,404		29,663,652		(3,691,630	)		25,972,022			(40,075	)		25,931,947
PL International Large-Cap		164,350,296		66,060,605		(1,914,492	)		64,146,113			12,246			64,158,359
PL International Value		139,048,429		32,897,455		(1,253,219	)		31,644,236			253,328			31,897,564
PL Currency Strategies		124,761,498		2,263,996		(8,840	)		2,255,156			(4,562,265	)		(2,307,109	)
PL Global Absolute Return		197,661,313		1,541,667		(5,184,114	)		(3,642,447	)		(2,994,788	)		(6,637,235	)
PL Precious Metals		109,182,743		366,086		(28,448,838	)		(28,082,752	)		3,048			(28,079,704	)

(1) Other includes net appreciation or depreciation on derivatives, securities sold short, and assets and liabilities in foreign currencies, if any.

Each Fund recognizes the financial statement effects of a tax position taken or expected to be taken in a tax return when it is more likely than not, based on the technical merits, that the position will be sustained upon examination by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax liability for unrecognized tax benefits with a corresponding income tax expense. Each Fund analyzes all open tax years, as defined by the statute of limitations, for all major jurisdictions. As a result of each Fund’s evaluation, as of and during the six-month period ended September 30, 2013, each Fund did not record a liability for any unrecognized tax benefits. Each Fund’s policy is to recognize interest and penalties on unrecognized tax benefits in income tax expense. During the six-month period ended September 30, 2013, none of the Funds covered in this report incurred any interest or penalties. Each Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next six months.

Each Fund remains subject to examination by Federal and State tax authorities (principal state jurisdictions include California and Delaware) for the tax years ended March 31, 2010 through March 31, 2013 for Federal purposes and March 31, 2009 through March 31, 2013 for State purposes.

11. TAX CHARACTER OF DISTRIBUTIONS

The tax character of income and capital gains distributions to shareholders during the year or periods ended March 31, 2013, was as follows:

	For the Year or Period Ended March 31, 2013
Funds	Ordinary Income		Long-Term Capital Gains		Total Distributions
PL Floating Rate Loan		$4,747,623		$218,517		$4,966,140
PL Inflation Managed		16,375,562		6,414,250		22,789,812
PL Managed Bond		23,397,454		30,054		23,427,508
PL Short Duration Bond		2,806,267		46,127		2,852,394

C-20

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

	For the Year or Period Ended March 31, 2013
Funds	Ordinary Income		Long-Term Capital Gains		Total Distributions
PL Emerging Markets Debt		$2,240,459		$—		$2,240,459
PL Comstock		2,925,820		—		2,925,820
PL Growth		549,887		—		549,887
PL Large-Cap Growth		660,404		6,924,562		7,584,966
PL Large-Cap Value		5,290,356		—		5,290,356
PL Main Street Core		2,671,391		—		2,671,391
PL Mid-Cap Equity		821,347		—		821,347
PL Mid-Cap Growth		175,658		1,858,301		2,033,959
PL Small Cap Value		1,785,180		—		1,785,180
PL Real Estate		725,336		—		725,336
PL Emerging Markets		667,612		—		667,612
PL International Large-Cap		3,215,843		—		3,215,843
PL International Value		3,493,667		—		3,493,667
PL Global Absolute Return		101,328		—		101,328
PL Precious Metals		9,365		—		9,365

There were no income and capital gains distributions to shareholders by any of the Funds covered in this report during the six-month period ended September 30, 2013.

12. SHARES OF BENEFICIAL INTEREST

Each Fund is authorized to issue an unlimited number of shares of beneficial interest with no par value. Changes in shares of beneficial interest of each Fund for the six-month period ended September 30, 2013 and the year or periods ended March 31, 2013 were as follows:

	PL Floating Rate Loan Fund						PL Inflation Managed Fund						PL Managed Bond Fund						PL Short Duration Bond Fund
	Six-Month Period ended 9/30/2013			Year ended 3/31/2013			Six-Month Period ended 9/30/2013			Year ended 3/31/2013			Six-Month Period ended 9/30/2013			Year ended 3/31/2013			Six-Month Period ended 9/30/2013			Year ended 3/31/2013
Class P
Shares sold		850,188			1,909,740			2,493,197			4,964,939			4,856,280			11,521,367			1,620,543			9,482,046
Dividends and distributions reinvested		—			495,128			—			2,330,247			—			2,123,981			—			282,695
Shares repurchased		(304,777	)		(2,740,083	)		(517,058	)		(17,101,423	)		(1,479,821	)		(7,517,935	)		(902,310	)		(3,099,568	)
Net increase (decrease)		545,411			(335,215	)		1,976,139			(9,806,237	)		3,376,459			6,127,413			718,233			6,665,173
Beginning shares outstanding		10,764,482			11,099,697			16,876,068			26,682,305			50,886,262			44,758,849			22,095,114			15,429,941
Ending shares outstanding		11,309,893			10,764,482			18,852,207			16,876,068			54,262,721			50,886,262			22,813,347			22,095,114
	PL Emerging Markets Debt Fund (1)						PL Comstock Fund						PL Growth Fund						PL Large-Cap Growth Fund
	Six-Month Period ended 9/30/2013			Year ended 3/31/2013			Six-Month Period ended 9/30/2013			Year ended 3/31/2013			Six-Month Period ended 9/30/2013			Year ended 3/31/2013			Six-Month Period ended 9/30/2013			Year ended 3/31/2013
Class P
Shares sold		3,380,601			8,969,861			—			5,045,692			1,422,923			1,122,315			53,711			2,436,595
Dividends and distributions reinvested		—			210,175			—			227,690			—			42,429			—			801,793
Shares repurchased		(257,289	)		(1,024,070	)		(557,482	)		(3,729,655	)		(55,575	)		(5,932,271	)		(150,998	)		(2,098,207	)
Net increase (decrease)		3,123,312			8,155,966			(557,482	)		1,543,727			1,367,348			(4,767,527	)		(97,287	)		1,140,181
Beginning shares outstanding		8,155,966			—			18,169,292			16,625,565			3,490,693			8,258,220			13,686,911			12,546,730
Ending shares outstanding		11,279,278			8,155,966			17,611,810			18,169,292			4,858,041			3,490,693			13,589,624			13,686,911
	PL Large-Cap Value Fund						PL Main Street Core Fund						PL Mid-Cap Equity Fund						PL Mid-Cap Growth Fund
	Six-Month Period ended 9/30/2013			Year ended 3/31/2013			Six-Month Period ended 9/30/2013			Year ended 3/31/2013			Six-Month Period ended 9/30/2013			Year ended 3/31/2013			Six-Month Period ended 9/30/2013			Year ended 3/31/2013
Class P
Shares sold		—			6,250,172			46,600			3,359,407			—			2,081,452			783,141			2,446,638
Dividends and distributions reinvested		—			420,537			—			238,944			—			83,386			—			261,099
Shares repurchased		(445,882	)		(4,820,154	)		(145,255	)		(3,364,647	)		(124,998	)		(5,630,087	)		(80,147	)		(3,829,537	)
Net increase (decrease)		(445,882	)		1,850,555			(98,655	)		233,704			(124,998	)		(3,465,249	)		702,994			(1,121,800	)
Beginning shares outstanding		23,215,030			21,364,475			17,415,835			17,182,131			12,579,554			16,044,803			7,172,316			8,294,116
Ending shares outstanding		22,769,148			23,215,030			17,317,180			17,415,835			12,454,556			12,579,554			7,875,310			7,172,316

C-21

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

	PL Small-Cap Growth Fund						PL Small-Cap Value Fund						PL Real Estate Fund						PL Emerging Markets Fund
	Six-Month Period ended 9/30/2013			Year ended 3/31/2013			Six-Month Period ended 9/30/2013			Year ended 3/31/2013			Six-Month Period ended 9/30/2013			Year ended 3/31/2013			Six-Month Period ended 9/30/2013			Year ended 3/31/2013
Class P
Shares sold		—			1,049,923			—			2,341,212			279,392			331,977			1,579,961			1,754,612
Dividends and distributions reinvested		—			—			—			166,996			—			56,140			—			47,585
Shares repurchased		(34,678	)		(286,381	)		(73,742	)		(311,597	)		(31,101	)		(173,345	)		(61,389	)		(318,740	)
Net increase (decrease)		(34,678	)		763,542			(73,742	)		2,196,611			248,291			214,772			1,518,572			1,483,457
Beginning shares outstanding		3,829,304			3,065,762			10,340,048			8,143,437			4,398,314			4,183,542			7,791,528			6,308,071
Ending shares outstanding		3,794,626			3,829,304			10,266,306			10,340,048			4,646,605			4,398,314			9,310,100			7,791,528
	PL International Large-Cap Fund						PL International Value Fund						PL Currency Strategies Fund (2)						PL Global Absolute Return Fund (2)
	Six-Month Period ended 9/30/2013			Year ended 3/31/2013			Six-Month Period ended 9/30/2013			Year ended 3/31/2013			Six-Month Period ended 9/30/2013			Year ended 3/31/2013			Six-Month Period ended 9/30/2013			Year ended 3/31/2013
Class P
Shares sold		841,757			1,581,107			945,148			5,850,166			820,209			11,530,536			2,091,798			16,924,946
Dividends and distributions reinvested		—			202,254			—			393,875			—			—			—			10,153
Shares repurchased		(123,682	)		(3,195,516	)		(155,400	)		(3,035,641	)		(179,693	)		(35,716	)		(346,371	)		(55,181	)
Net increase (decrease)		718,075			(1,412,155	)		789,748			3,208,400			640,516			11,494,820			1,745,427			16,879,918
Beginning shares outstanding		12,073,963			13,486,118			16,100,442			12,892,042			11,494,820			—			16,879,918			—
Ending shares outstanding		12,792,038			12,073,963			16,890,190			16,100,442			12,135,336			11,494,820			18,625,345			16,879,918
	PL Precious Metals Fund (2)
	Six-Month Period ended 9/30/2013			Year ended 3/31/2013
Class P
Shares sold		5,366,661			8,049,164
Dividends and distributions reinvested		—			955
Shares repurchased		(157,721	)		(26,531	)
Net increase (decrease)		5,208,940			8,023,588
Beginning shares outstanding		8,023,588			—
Ending shares outstanding		13,232,528			8,023,588

(1) The PL Emerging Markets Debt Fund commenced operations on June 29, 2012.

(2) The PL Currency Strategies, PL Precious Metals and PL Global Absolute Return Funds commenced operations on December 7, 2012.

C-22

PACIFIC LIFE FUNDS

DISCLOSURE OF FUND EXPENSES

(Unaudited)

We believe it is important for you to understand the impact of fees and expenses regarding your investment. All mutual funds have operating expenses. As a shareholder of a mutual fund, you incur ongoing costs, which include advisory fees, administration fees and other fund expenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in each fund and to compare these costs with those of other mutual funds. The example is based on an investment of $1,000.00 made at the beginning of the period and held for the entire six-month period from April 1, 2013 to September 30, 2013 and all dividends and distributions are reinvested.

ACTUAL EXPENSES

The first section of the table for each fund entitled “Actual Fund Return”, provides information about actual account values and actual expenses based on each fund’s actual performance and each fund’s actual expenses, after any applicable advisory fee waivers and adviser expense reimbursements (See Notes 6 and 7B in Notes to Financial Statements). The “Ending Account Value at 09/30/13” column shown is derived from the fund’s actual performance; the “Annualized Expense Ratio” column shows the fund’s actual annualized expense ratio; and the “Expenses Paid During the Period 04/01/13-09/30/13” column shows the dollar amount that would have been paid by you. All the information illustrated in the following table is based on the past six-month period from April 1, 2013 to September 30, 2013.

You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, for each fund in your account, simply divide that fund’s value by $1,000.00 (for example, an $8,600.00 fund value divided by $1,000.00 = 8.6), then multiply the result by the number given for your fund(s) in the “Expenses Paid During the Period 04/01/13-09/30/13.”

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second section of the table for each fund, entitled “Hypothetical”, provides information about hypothetical account values and hypothetical expenses based on a 5% per year hypothetical rate of return and actual fund’s expenses, after any applicable advisory fee waivers and adviser expense reimbursements (See Note 6 and 7B in Notes to Financial Statements). It assumes that the fund had an annual 5% rate of return before expenses, but that the expense ratio is unchanged. The hypothetical account values and expenses may not be used to estimate the actual ending account values or expenses you paid for the period.

You may use the hypothetical example information to compare the ongoing costs of investing in the fund compared to other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other mutual funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as initial sales charges (loads) or contingent deferred sales charges. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different mutual funds. In addition, if these other costs were included, your costs would have been higher.

	Beginning Account Value at 04/01/13		Ending Account Value at 09/30/13		Annualized Expense Ratio		Expenses Paid During the Period 04/01/13 - 09/30/13 (1)
PL Floating Rate Loan Fund
Actual Fund Return
Class P		$1,000.00		$1,013.70		0.80%		$4.04
Hypothetical
Class P		$1,000.00		$1,021.06		0.80%		$4.05
PL Inflation Managed Fund
Actual Fund Return
Class P		$1,000.00		$927.10		0.56%		$2.71
Hypothetical
Class P		$1,000.00		$1,022.26		0.56%		$2.84
PL Managed Bond Fund
Actual Fund Return
Class P		$1,000.00		$979.30		0.55%		$2.73
Hypothetical
Class P		$1,000.00		$1,022.31		0.55%		$2.79
PL Short Duration Bond Fund
Actual Fund Return
Class P		$1,000.00		$998.00		0.55%		$2.75
Hypothetical
Class P		$1,000.00		$1,022.31		0.55%		$2.79
PL Emerging Markets Debt Fund
Actual Fund Return
Class P		$1,000.00		$942.10		0.94%		$4.58
Hypothetical
Class P		$1,000.00		$1,020.36		0.94%		$4.76
PL Comstock Fund
Actual Fund Return
Class P		$1,000.00		$1,094.40		0.89%		$4.67
Hypothetical
Class P		$1,000.00		$1,020.61		0.89%		$4.51
PL Growth Fund
Actual Fund Return
Class P		$1,000.00		$1,132.80		0.70%		$3.74
Hypothetical
Class P		$1,000.00		$1,021.56		0.70%		$3.55
PL Large-Cap Growth Fund
Actual Fund Return
Class P		$1,000.00		$1,126.00		0.82%		$4.37
Hypothetical
Class P		$1,000.00		$1,020.96		0.82%		$4.15
PL Large-Cap Value Fund
Actual Fund Return
Class P		$1,000.00		$1,080.90		0.80%		$4.17
Hypothetical
Class P		$1,000.00		$1,021.06		0.80%		$4.05

See explanation of references on page D-2

D-1

PACIFIC LIFE FUNDS

DISCLOSURE OF FUND EXPENSES (Continued)

(Unaudited)

	Beginning Account Value at 04/01/13		Ending Account Value at 09/30/13		Annualized Expense Ratio		Expenses Paid During the Period 04/01/13 - 09/30/13 (1)
PL Main Street Core Fund
Actual Fund Return
Class P		$1,000.00		$1,099.20		0.60%		$3.16
Hypothetical
Class P		$1,000.00		$1,022.06		0.60%		$3.04
PL Mid-Cap Equity Fund
Actual Fund Return
Class P		$1,000.00		$1,120.90		0.80%		$4.25
Hypothetical
Class P		$1,000.00		$1,021.06		0.80%		$4.05
PL Mid-Cap Growth Fund
Actual Fund Return
Class P		$1,000.00		$1,167.80		0.85%		$4.62
Hypothetical
Class P		$1,000.00		$1,020.81		0.85%		$4.31
PL Small-Cap Growth Fund
Actual Fund Return
Class P		$1,000.00		$1,143.70		0.75%		$4.03
Hypothetical
Class P		$1,000.00		$1,021.31		0.75%		$3.80
PL Small-Cap Value Fund
Actual Fund Return
Class P		$1,000.00		$1,084.00		0.90%		$4.70
Hypothetical
Class P		$1,000.00		$1,020.56		0.90%		$4.56
PL Real Estate Fund
Actual Fund Return
Class P		$1,000.00		$963.40		1.05%		$5.17
Hypothetical
Class P		$1,000.00		$1,019.80		1.05%		$5.32
PL Emerging Markets Fund
Actual Fund Return
Class P		$1,000.00		$1,045.70		0.95%		$4.87
Hypothetical
Class P		$1,000.00		$1,020.31		0.95%		$4.81
PL International Large-Cap Fund
Actual Fund Return
Class P		$1,000.00		$1,085.60		1.00%		$5.23
Hypothetical
Class P		$1,000.00		$1,020.05		1.00%		$5.06
PL International Value Fund
Actual Fund Return
Class P		$1,000.00		$1,120.90		0.80%		$4.25
Hypothetical
Class P		$1,000.00		$1,021.06		0.80%		$4.05

	Beginning Account Value at 04/01/13		Ending Account Value at 09/30/13		Annualized Expense Ratio		Expenses Paid During the Period 04/01/13 - 09/30/13 (1)
PL Currency Strategies Fund
Actual Fund Return
Class P		$1,000.00		$989.30		0.85%		$4.24
Hypothetical
Class P		$1,000.00		$1,020.81		0.85%		$4.31
PL Global Absolute Return Fund
Actual Fund Return
Class P		$1,000.00		$954.80		1.20%		$5.88
Hypothetical
Class P		$1,000.00		$1,019.05		1.20%		$6.07
PL Precious Metals Fund
Actual Fund Return
Class P		$1,000.00		$740.90		0.88%		$3.84
Hypothetical
Class P		$1,000.00		$1,020.66		0.88%		$4.46

(1) Expenses paid during the period are equal to the fund’s annualized expense ratio (shown in table above), multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year or applicable period, then divided by 365 days.

D-2

PACIFIC LIFE FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

AND FUND MANAGEMENT AGREEMENTS

(Unaudited)

I. Introduction and Background

The Board of Trustees (the “Trustees” or “Board”) of Pacific Life Funds (the “Trust”) oversees the management of each of the separate funds of the Trust (each a “Fund” and collectively, the “Funds”) and, as required by Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), initially approves, and determines annually whether to renew the investment advisory agreement (the “Advisory Agreement”) with Pacific Life Fund Advisors LLC (“PLFA”) and each Fund management agreement (the “Fund Management Agreements,” together with the Advisory Agreement, the “Agreements”) with the various sub-advisers (“Fund Managers”). PLFA serves as the investment adviser for all of the Funds and directly manages the PL Short Duration Income, PL Income, PL Limited Duration High Income, PL Strategic Income, PL Floating Rate Income, PL High Income, and PL Money Market Funds (the “PAM Managed Funds”) under the name Pacific Asset Management (“PAM”) and the PL Portfolio Optimization Conservative, PL Portfolio Optimization Moderate-Conservative, PL Portfolio Optimization Moderate, PL Portfolio Optimization Moderate-Aggressive, and PL Portfolio Optimization Aggressive Funds (the “Asset Allocation Funds,” and together with the PAM Managed Funds, the “Directly Managed Funds”). For all other Funds, PLFA has retained other firms to serve as Fund Managers under PLFA’s supervision. The Board, including all of the Trustees who are not “interested persons,” as that term is defined in the 1940 Act (“Independent Trustees”), last renewed the Agreements at an in-person meeting of the Trustees held on December 12, 2012.¹ The description below does not relate to the annual renewal of the Advisory Agreement and Fund Management Agreements discussed above, but to approvals for the PL Floating Rate Loan, PL Global Absolute Return and PL Mid-Cap Growth Funds, as described in further detail below. Under the 1940 Act, a change in a Fund Manager, a change in the compensation paid to a Fund Manager, or an assignment of any Fund Management Agreement requires shareholder approval of a new Fund Management Agreement. However, under an exemptive order issued to Pacific Life Insurance Company and the Trust by the Securities and Exchange Commission (“SEC”) on October 13, 1999 and relied upon by PLFA, in accordance with the terms of the exemptive order, PLFA can hire, terminate and replace, as applicable, Fund Managers and enter into new Fund Management Agreements (except, as a general matter, Fund Managers affiliated with PLFA) without shareholder approval.

II. Board Consideration of the New Fund Management Agreement

PL Floating Rate Loan and PL Global Absolute Return Funds

At an in-person meeting on June 19, 2013, the Board, including all of the Independent Trustees, approved, effective August 1, 2013, the transfer of the Fund Management Agreement with Eaton Vance Management (“EVM”) to Boston Management and Research (“BMR”), a wholly-owned subsidiary of EVM with respect to the PL Floating Rate Loan and PL Global Absolute Return Funds (the “BMR Fund Management Agreement”) and appointed BMR as the Fund Manager for these Funds. BMR’s appointment as the new Fund Manager and the Board’s approval of the BMR Fund Management Agreement were made in accordance with the exemptive order issued by the SEC with regard to the Trust and do not require shareholder approval.

In evaluating the BMR Fund Management Agreement, the Board, including the Independent Trustees, considered the factors described below. Additionally, the Trustees considered that BMR is a wholly-owned subsidiary of the Funds’ previous fund manager, EVM, that the terms of the BMR Fund Management Agreement were substantially the same as the fund management agreement with EVM, that BMR shares the same personnel, senior management, operations, compliance program and chief compliance officer with EVM, that BMR would provide the same general sub-advisory services to the Funds as have been provided by EVM, and that PLFA recommended that BMR serve as the new Fund Manager to the Funds.

In evaluating the BMR Fund Management Agreement, the Board, including all the Independent Trustees, considered the following factors, among others:

1. Nature, Extent and Quality of Services to be Provided

The Trustees considered that Eaton Vance, the prior Fund Manager of the Funds, had proposed that BMR, a wholly-owned subsidiary of Eaton Vance, replace Eaton Vance as the Fund Manager of the Funds. The Trustees considered the benefits to shareholders of retaining BMR as the Fund Manager, particularly in light of the nature, extent, and quality of the services to be provided to the PL Global Absolute Return and PL Floating Rate Loan Funds. Under the BMR Fund Management Agreement, BMR would be responsible for providing investment management services, including investment research, advice and supervision, and determining which securities would be purchased or sold by the Funds.

The Trustees considered the quality of the management services expected to be provided to each Fund over both the short- and long-term, the organizational depth and resources of BMR, including the background and experience of the Fund Manager’s management, representations from BMR that no significant changes were anticipated in the fund management services currently provided to each Fund, and that the same fund management team would continue to manage each Fund. The Trustees also considered that although BMR is assuming all of the fund management duties, Eaton Vance and its parent company have agreed to guarantee BMR’s obligation to perform all of its duties and obligations under the BMR Fund Management Agreement.

In making these assessments, the Board was aided by the assessments and recommendations of PLFA and the materials provided by BMR, including copies of BMR’s Form ADV; financial information relating to BMR; and other information deemed relevant to the Trustees’ evaluation. The Trustees considered that BMR is a firm with sufficient size, market presence and resources to properly manage each Fund.

1 At the December 12, 2012 meeting, the Board did not consider the continuance of the Fund Management Agreements relating to the PL Emerging Markets Debt, PL Mid-Cap Equity, PL Precious Metals, PL Currency Strategies and PL Global Absolute Return Funds, as those agreements were not up for renewal at that time. Additionally, new Fund Management Agreements with respect to the PL Growth and PL Large-Cap Growth Funds were approved by the Board at the December 12, 2012 meeting and the Board did not consider the continuance of the existing Fund Management Agreements with respect to those Funds at that time.

D-3

PACIFIC LIFE FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

AND FUND MANAGEMENT AGREEMENTS (Continued)

(Unaudited)

In addition, the Board considered that the Trust’s Chief Compliance Officer (“CCO”) had reviewed the written compliance policies and procedures of BMR, including the assessment of its compliance program as required under Rule 38a-1 of the 1940 Act and its code of ethics, prior to the effectiveness of the new BMR Fund Management Agreement.

The Board concluded it was satisfied with the nature, extent and quality of the management services anticipated to be provided to each Fund by BMR under the BMR Fund Management Agreement.

2. Performance

The Trustees considered information about the historical performance of the Funds against similar funds managed by investment management teams that will continue to manage the Funds. With respect to the PL Global Absolute Return Fund, the Trustees considered information about the historical performance of the Fund against a pertinent benchmark and a composite of similarly managed accounts as of March 31, 2013, noting that the Fund had commenced operations on December 10, 2012. The Trustees also considered that they had previously reviewed the historical performance of accounts managed by the PL Global Absolute Return Fund’s investment management team at their meeting on September 11, 2012, in addition to regular quarterly review of investment performance of the Fund. With respect to the PL Floating Rate Loan Fund, the Trustees considered the historical performance of the Fund against a pertinent benchmark and similar funds for the year-to-date, one-, three-, five-, and ten-year periods, as applicable, as of March 31, 2013. The Trustees also considered that they had previously reviewed the historical performance of the PL Floating Rate Loan Fund at their meeting on December 12, 2012, in addition to regular quarterly review of investment performance of the Fund.

3. Fund Management Fee

The Trustees considered that each Fund’s sub-advisory fee schedule would remain the same following the change in Fund Manager. The Trustees noted that they had reviewed the investment advisory fees paid by the PL Global Absolute Return Fund at their meeting on September 11, 2012, and that they had reviewed the investment advisory fees paid by the PL Floating Rate Loan Fund at their meeting on December 12, 2012.

4. Costs, Level of Profits and Economies of Scale

The Trustees reviewed information regarding the costs to BMR of managing each Fund and the profitability of the BMR Fund Management Agreement to BMR to the extent practicable based on the financial information provided by BMR. The Trustees focused their consideration on other information provided in connection with this matter, given the arms’-length nature of the relationship between PLFA and BMR, the fact that each Fund’s sub-advisory fee schedule would remain the same, and the fact that such fees are paid by PLFA. The Board concluded that each Fund’s fee structure reflected in the BMR Fund Management Agreement is fair and reasonable.

5. Ancillary Benefits

The Trustees received information from PLFA concerning other benefits that may be received by BMR and its affiliates as a result of their relationship with each Fund, including commissions that may be paid to broker-dealers affiliated with BMR and the anticipated use of soft dollars by BMR. In this regard, the Trustees noted that BMR represented that it does not anticipate utilizing affiliates for brokerage transactions and that although BMR uses soft dollars, it does not anticipate utilizing soft dollar credits for the Funds. The Trustees also considered that BMR may benefit from its relationship with the Funds as a result of the inclusion of assets and performance records in composites used by BMR to demonstrate expertise in each Fund’s strategy, and that such benefit is consistent with those generally derived by fund managers to mutual funds and is not otherwise unusual.

6. Conclusion

Based on their review, including the consideration of each of the factors referred to above, the Board found that: (i) the BMR Fund Management Agreement is in the best interests of each Fund and its shareholders; and (ii) the compensation payable under the BMR Fund Management Agreement is fair and reasonable. No single factor was determinative of the Board’s findings, but rather the Trustees based their determination on the total mix of information available to them.

PL Mid-Cap Growth Fund

At an in-person meeting on June 19, 2013, the Board, including all of the Independent Trustees, approved, effective on or about November 1, 2013, a new Fund Management Agreement with Ivy Investment Management Company (“Ivy”) with respect to the PL Mid-Cap Growth Fund (the “Ivy Fund Management Agreement”) and appointed Ivy as the new Fund Manager for this Fund. In connection with this matter, also at the June 19, 2013 meeting, the Board terminated the fund management agreement for the Fund with the previous fund manager upon the effectiveness of the Ivy Fund Management Agreement. Ivy’s appointment as the new Fund Manager and the Board’s approval of the Ivy Fund Management Agreement were made in accordance with the exemptive order issued by the SEC with regard to the Trust and do not require shareholder approval.

In evaluating the Ivy Fund Management Agreement, the Board, including the Independent Trustees, considered the factors described below. Additionally, the Board considered the various screening processes that PLFA utilizes in identifying a proposed new fund manager, including screening for qualified firms through the use of quantitative data and information gathered from independent third-party databases, as well as the due diligence conducted by PLFA on the investment resources and personnel of a fund manager and an assessment of the investment strategies used by a fund manager, and the due diligence conducted by the Fund’s CCO. In addition, the Board reviewed the specific criteria and information evaluated by PLFA during the selection process of Ivy, including information about other firms considered by PLFA, and PLFA’s analysis in reaching its conclusion to recommend Ivy as the new Fund Manager. The Trustees also considered that PLFA has historically

D-4

PACIFIC LIFE FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

AND FUND MANAGEMENT AGREEMENTS (Continued)

(Unaudited)

exercised diligence in monitoring the performance of the fund managers and has recommended and taken measures to attempt to remedy relative underperformance by a fund when PLFA and the Board believed appropriate.

In evaluating the Ivy Fund Management Agreement, the Board, including all the Independent Trustees, considered the following factors, among others:

1. Nature, Extent and Quality of Services to be Provided

The Trustees considered the benefits to shareholders of retaining Ivy as the Fund Manager, particularly in light of the nature, extent, and quality of the services expected to be provided by Ivy. In this regard, the Trustees considered various materials relating to the proposed Fund Manager, including copies of the proposed Ivy Fund Management Agreement; copies of Ivy’s Form ADV; financial information; and other information deemed relevant to the Trustees’ evaluation, including comprehensive assessments from senior management of PLFA.

The Trustees considered that under the Ivy Fund Management Agreement, Ivy would be responsible for providing the investment management services for the Fund’s assets, including investment research, advice and supervision, and determining which securities would be purchased or sold by the Fund. The Trustees considered the quality of the management services expected to be provided to the PL Mid-Cap Growth Fund over both the short- and long-term, the organizational depth and resources of Ivy, including the background and experience of Ivy’s management and the expertise of the fund management team, as well as the investment strategies, processes and philosophy to be used with respect to the investment strategy.

In addition, the Board considered that the Trust’s Chief Compliance Officer (“CCO”) had reviewed the written compliance policies and procedures of Ivy, including the assessment of its compliance program as required under Rule 38a-1 of the 1940 Act and its code of ethics, prior to the effectiveness of the new Ivy Fund Management Agreement.

In making these assessments, the Trustees took note of the due diligence PLFA conducted with respect to Ivy, and were aided by the assessment and recommendation of PLFA and the in-person presentation and materials provided by Ivy.

The Board concluded it was satisfied with the nature, extent and quality of the investment management services anticipated to be provided to the PL Mid-Cap Growth Fund by Ivy under the Ivy Fund Management Agreement.

2. Performance

The Trustees considered PLFA’s efforts and process to search for and screen advisory firms that are qualified to manage a mid-cap growth fund and PLFA’s identification of Ivy to serve as Fund Manager with regard to the day-to-day investment activities of the PL Mid-Cap Growth Fund. The Trustees considered factors concerning performance in connection with its consideration of this matter and in connection with approval of the related Ivy Fund Management Agreement, as described below.

The Trustees considered information about the historical performance of a fund managed by the same Ivy fund management team that would manage the PL Mid-Cap Growth Fund using similar investment strategies as those proposed for the PL Mid-Cap Growth Fund (the “Comparable Performance”). The Trustees considered the Comparable Performance against a pertinent benchmark and against the applicable peer group for the year-to-date, one-, three-, five-, and ten-year periods, as applicable, as of March 31, 2013. The Trustees also considered the Comparable Performance against a pertinent benchmark and an applicable peer group for the previous ten calendar years, as applicable. The Trustees also considered information about the historical performance of additional funds managed by Ivy and an affiliate of Ivy using similar investment strategies as those proposed for the PL Mid-Cap Growth Fund against a pertinent benchmark for the one-, three-, five, ten-year and since inception periods. Additionally, the Trustees considered performance information presented by PLFA for another potential manager of the Fund. The Trustees also considered the need for Ivy to adhere to the Fund’s general investment mandate in order to function appropriately in the PL Portfolio Optimization Funds.

The Board determined that Ivy’s performance record with respect to similarly managed accounts was acceptable.

3. Fund Management Fees

The Trustees considered information regarding the comparative advisory fees charged under other investment advisory contracts of the Fund Manager with regard to other funds with substantially similar investment strategies as the PL Mid-Cap Growth Fund. The Trustees also considered that the proposed sub-advisory fees payable to Ivy under the Fund Management Agreement contain a breakpoint and are lower than the sub-advisory fees paid to the current fund manager. The Trustees considered that the advisory fee schedule would remain unchanged from the current fee schedule for the Fund, but that PLFA had agreed to an advisory fee waiver that would reduce the total advisory fees paid by shareholders until April 30, 2015, as long as Ivy remains the Fund Manager of the PL Mid-Cap Growth Fund.

In comparing the proposed fees to be paid by the Fund to fees charged by Ivy for other similarly managed funds, the Trustees noted that there were differences in the level of services proposed to be provided to the PL Mid-Cap Growth Fund by Ivy, and that Ivy represented that the proposed sub-advisory fee schedule for the Fund is commensurate with the management responsibilities for an investment mandate of the Fund’s size. These differences explained differences in fee schedules.

The Trustees noted that the fee rates were the result of arms’-length negotiations between PLFA and Ivy, and that the PL Mid-Cap Growth Fund’s sub-advisory fees are paid by PLFA and are not paid directly by the PL Mid-Cap Growth Fund.

Additionally, the Trustees considered that there are certain costs associated with a manager change, but that the ongoing operating expenses paid by the shareholders were not expected to materially increase as a result of this fund manager change.

The Board concluded that the compensation payable under the Ivy Fund Management Agreement is fair and reasonable.

D-5

PACIFIC LIFE FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

AND FUND MANAGEMENT AGREEMENTS (Continued)

(Unaudited)

4. Costs, Level of Profits and Economies of Scale

The Trustees considered firm-wide profitability information provided by Ivy and noted that it was difficult to accurately determine or evaluate the projected profitability of the Ivy Fund Management Agreement to Ivy because it managed substantial assets and had multiple business lines and, further, that any such assessment would involve assumptions regarding its allocation policies, capital structure, cost of capital, business mix and other factors. The Trustees focused their consideration on other information provided in connection with this matter, given the arms’-length nature of the relationship between PLFA and Ivy with respect to the negotiation of Fund sub-advisory fees, the fact that such fees are paid by PLFA and the fact that the projected profitability of the Ivy Fund Management Agreement to Ivy is an estimate because it had not yet begun to manage the Fund.

The Board concluded that the PL Mid-Cap Growth Fund’s fee structure reflected in the Ivy Fund Management Agreement is fair and reasonable.

5. Ancillary Benefits

The Trustees received from PLFA and Ivy information concerning other benefits that may be received by Ivy and its affiliates as a result of their relationship with the PL Mid-Cap Growth Fund, including commissions that may be paid to broker-dealers affiliated with the Fund Manager and the anticipated use of soft-dollars by the Fund Manager. In this regard, the Trustees noted that Ivy represented that it does not anticipate utilizing an affiliated broker-dealer and that it does not anticipate using soft-dollar credits generated by Fund commissions. The potential benefits that may be derived by Ivy from its relationship with the PL Mid-Cap Growth Fund could include larger assets under management and reputational benefits, which are consistent with those generally derived by sub-advisers to mutual funds. The Trustees considered potential benefits to be derived by Ivy from its relationship with the PL Mid-Cap Growth Fund and that such benefits were consistent with those generally derived by sub-advisers to mutual funds or were otherwise not unusual.

6. Conclusion

Based on their review, including the consideration of each of the factors referred to above, the Board found that: (i) the Ivy Fund Management Agreement is in the best interests of the PL Mid-Cap Growth Fund and its shareholders; and (ii) the compensation payable under the Ivy Fund Management Agreement is fair and reasonable. No single factor was determinative of the Board’s findings, but rather the Trustees based their determination on the total mix of information available to them.

D-6

PACIFIC LIFE FUNDS

WHERE TO GO FOR MORE INFORMATION

(Unaudited)

Availability of Quarterly Holdings

The Trust files Form N-Q (complete schedules of fund holdings) with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year not later than 60 days after the close of the applicable quarter end. The Trust’s Form N-Q, (when required) is filed pursuant to applicable regulation and is available after filing (i) on the SEC’s Website at www.sec.gov; (ii) for review and copying at the SEC’s Public Reference Room in Washington, D.C. (Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330); and (iii) on the Trust’s Webpage at www.pacificlife.com/pacificlifefunds.htm. The SEC may charge you a fee for this information.

Availability of Proxy Voting Record

By August 31 of each year, the Trust files information regarding how portfolio managers voted proxies relating to fund securities during the most recent twelve-month period ended June 30. Such information is available after filing on the Trust’s’ Website and on the SEC’s Website noted below.

Information Relating to Investments Held by the Pacific Life Funds

For complete descriptions of the various securities and other instruments held by the Trust and their risks, please see the Trust’s Prospectus and Statement of Additional Information (“SAI”). For a description of bond ratings, please see the Trust’s SAI. The Prospectus and SAI are available as noted below.

Availability of Proxy Voting Policies

A description of the Proxy Voting Policies and Procedures that the Trust uses to determine how to vote proxies relating to fund securities is described in the Trust’s SAI.

How to obtain Information

The Trust’s Prospectus, SAI (including Proxy Voting Policies) and the Portfolio Optimization Funds’ annual and semi-annual reports are available:

• On the Trust’s Website at www.pacificlife.com/pacificlifefunds.htm

• On the SEC’s Website at www.sec.gov

• Upon request by calling, without charge, 1-800-722-2333, 7 a.m. through 5 p.m. Pacific Time

D-7

Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

Item 5. Audit Committee of Listed registrants.

Not applicable.

Item 6. Investments.

(a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrants Board of Directors.

Item 11. Controls and Procedures.

(a) The Chief Executive Officer and Treasurer have concluded that Registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) and internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) provide reasonable assurances that material information relating to Registrant is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing of this report.

(b) There were no changes in Registrants internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrants internal control over financial reporting.

Item 12. Exhibits.

(a)(1) Not applicable.

(a)(2) Separate certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is attached hereto as Exhibit 99 CERT.

(a)(3) Not applicable.

(b) Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is attached hereto as Exhibit 99.906 CERT pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pacific Life Funds
By:	/s/ Mary Ann Brown
	Mary Ann Brown
	Chief Executive Officer
Date:	12/05/2013

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Mary Ann Brown
	Mary Ann Brown
	Chief Executive Officer
Date:	12/05/2013

By:	/s/ Brian D. Klemens
	Brian D. Klemens
	Treasurer (Principal Financial and Accounting Officer)
Date:	12/05/2013