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: April 1, 2012 - March 31, 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 reports transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1).

PACIFIC LIFE FUNDS

ANNUAL REPORT

AS OF MARCH 31, 2013

TABLE OF CONTENTS
Letter to Shareholders	A-1
Performance Discussion	A-2
Schedules of Investments	B-1
Financial Statements:
Statements of Assets and Liabilities	C-1
Statements of Operations	C-3
Statements of Changes in Net Assets	C-5
Financial Highlights	C-9
Notes to Financial Statements	D-1
Report of Independent Registered Public Accounting Firm	E-1
Disclosure of Fund Expenses	F-1
Trustees and Officers Information	F-3
Approval of Investment Advisory Agreement and Fund Management Agreements	F-6
Where to Go for More Information	F-10

PACIFIC LIFE FUNDS

Dear Shareholders:

We are pleased to share with you the Pacific Life Funds Annual Report dated March 31, 2013. Pacific Life Funds is comprised of thirty-three funds, eleven of which are included in this report (each individually, a “fund” and collectively, the “funds”) and are available for direct investment. Pacific Life Fund Advisors LLC (PLFA), as adviser to the funds, manages 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 (PL Portfolio Optimization Funds). Each of the PL Portfolio Optimization Funds is an asset allocation “fund of funds” and invests in certain other funds (PL Underlying Funds) of Pacific Life Funds. PLFA supervises the management of the PL Underlying Funds which are only available for investment by the PL Portfolio Optimization Funds and are included in a separate Annual Report. Please see “Where to Go for More Information” for instructions on how to obtain the PL Underlying Funds’ Annual Report. PLFA also does business under the name “Pacific Asset Management” and manages the PL Short Duration Income, PL Income, PL Strategic Income, PL Floating Rate Income, PL High Income and PL Money Market Funds under that name. The funds and the fund managers as of March 31, 2013 are listed below:

Fund	Fund Manager
PL Portfolio Optimization Conservative
PL Portfolio Optimization Moderate-Conservative
PL Portfolio Optimization Moderate	Pacific Life Fund Advisors LLC (PLFA)
PL Portfolio Optimization Moderate-Aggressive
PL Portfolio Optimization Aggressive
PL Short Duration Income	Pacific Asset Management
PL Income
PL Strategic Income
PL Floating Rate Income
PL High Income
PL Money Market

We appreciate your confidence in the Pacific Life Funds and look forward to serving your financial needs in the years to come.

Sincerely,

James T. Morris	Mary Ann Brown
Chairman of the Board	Chief Executive Officer
Pacific Life Funds	Pacific Life Funds

A-1

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION

This Annual Report is provided for the general information of investors with beneficial interests in Pacific Life Funds. This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current Pacific Life Funds’ Prospectus, as supplemented, which contains information about Pacific Life Funds and each of its funds, including their investment objectives, risks, charges and expenses. You should read the Prospectus carefully before investing. There is no assurance that a fund will achieve its investment objective. Each fund is subject to market risk. The net asset value of a fund changes as the values of its assets go up or down. The value of a fund’s shares will fluctuate, and when redeemed, may be worth more or less than their original cost. The total return for each fund (including the 7-day yield for the PL Money Market Fund) includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance. Performance figures for each class reflect the deduction of any applicable maximum front-end sales charge at the time of investment and reflect any applicable contingent deferred sales charge that would be deducted upon redemption at the end of the period presented.

This report shows you the performance of the funds compared to benchmark indices. Index performance is provided for illustrative and comparative purposes only and does not predict or depict the performance of the funds. Indices are unmanaged, do not incur transaction costs and cannot be purchased directly by investors. Index returns on equity securities include reinvested dividends.

The composite benchmarks for the PL Portfolio Optimization Funds are composed using four broad-based indices. The percentage amounts of each broad-based index within each composite benchmark are based on each fund’s target asset class allocations in effect during the reporting period. The percentages attributed to a broad-based index within a composite benchmark will change if a fund’s target asset class allocations change.

PLFA has written the general market conditions commentary which expresses PLFA’s opinions and view on how the market generally performed for the year ended March 31, 2013. All views are subject to change at any time based upon market or other conditions, and Pacific Life Funds, its adviser and the fund managers disclaim any responsibility to update such views. Any references to “we”, “I”, or “ours” are references to the adviser or fund manager. The adviser and fund managers may include statements that constitute “forward-looking statements” under the United States (U.S.) securities laws. Forward-looking statements include information concerning possible or assumed future results of the Pacific Life Funds’ investment operations, asset levels, earnings, expenses, industry or market conditions, regulatory developments and other aspects of the Pacific Life Funds’ operations or general economic conditions. In addition, when used in this report, predictive verbs such as “believes”, “expects”, “anticipates”, “intends”, “plans”, “estimates”, “projects” and future or conditional verbs such as “will”, “may”, “could”, “should”, and “would”, or any other statement that necessarily depends on future events, are intended to identify forward-looking statements. Forward-looking statements are not guarantees of performance or economic results. They involve risks, uncertainties and assumptions. Although such statements are based on expectations that the adviser or fund manager believes to be reasonable, actual results may differ materially from expectations. Investors must not rely on any forward-looking statements.

In connection with any forward-looking statements and any investment in the Pacific Life Funds, investors should carefully consider the investment objectives, policies and risks described in the Pacific Life Funds’ current Prospectus, as supplemented, and Statement of Additional Information, as supplemented, as filed with the Securities and Exchange Commission (SEC), which may be obtained from the SEC’s website at www.sec.gov.

Market Conditions (for the year ended March 31, 2013)

Executive Summary

Over the reporting period, financial markets experienced pockets of volatility but managed to trend higher. While the geopolitical and economic uncertainty that overwhelmed investors lingered during the reporting period, no major disruptions caused the markets to veer off-course for a prolonged period. The short-term “risk-on” and “risk-off” trend persisted over the first half of the reporting period with macro headlines primarily driving market sentiments. However, volatility remained relatively tame and equity markets rallied over the latter half of the reporting period despite the anticipation of challenges coming from of Washington D.C.

Several key events caused volatility to rise in the first half of the reporting period. The euro crisis appeared to have reached peak levels around the start of the reporting period. Amid this challenging environment, European countries saw changes in their political landscape. This included new leaders who pushed for anti-austerity policies. The backlash from anti-austerity supporters (a united front against rampant unemployment and government spending cuts accompanied by strikes and demonstrations) caused additional concerns of unwinding the progress in Europe. Additionally, the economic drag from Europe had global implications that caused global economic growth projections to be revised downward. Concerns over China and its exports to Europe also weighed on its ability to sustain its dominant growth.

Despite the headwinds around the globe, financial markets marched higher over the second-half of the reporting period. The combination of high unemployment rate and lack of evidence of inflation, the Fed continued to provide further support by extending “Operation Twist” (its program to keep long-term rates low by selling its short-term assets and buying long-term Treasuries). The Fed also launched a third round of quantitative easing in September to purchase an additional $40 billion in mortgage-backed securities (MBS) per month. From abroad, the political and economic disturbances in Europe finally led the European Central Bank (ECB) to pledge full support to preserve the euro, which helped unfreeze capital flow throughout the European banking system.

Throughout the reporting period, central banks continued to play a vital role in sustaining the financial market recovery by providing unprecedented liquidity in the global banking system. While such efforts may have helped rejuvenate financial markets, political upheaval introduced uncertainty in the marketplace. Both U.S. and European politicians continued to muddle through their respective fiscal and economic issues. In the U.S., fears of the “fiscal cliff” scenario developed from the inability of Congress to promptly settle budgetary disagreements that led to the implementation of the sequestration budget cuts. In the eurozone, European politicians have struggled to agree and settle on the appropriate policy actions to recover their economies.

See explanation of symbol and benchmark definitions on page A-20

A-2

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

The global economy maintained a steady but slow recovery throughout the reporting period. Various risks continued to linger and influenced markets to varying degrees. The following sections highlight how specific market segments responded to the events that unfolded over the reporting period.

Fixed Income

As the overall market sentiment improved relative to the prior reporting period, the broad fixed income segment fell behind the broad equity market. For the reporting period, the overall fixed income market (as measured by the Barclays U.S. Aggregate Bond Index) gained 3.77%. Short-term Treasuries and credits barely budged over the reporting period as the Fed continued to maintain a near zero interest rate policy for the Federal Funds (Fed Funds). Long-term Treasuries benefited moderately from the Fed’s efforts to keep long-term yields low. Treasury yields (which have an inverse relationship to prices) continued to hit historic low levels, as the 10-Year Treasury yield dipped below 1.50% during the reporting period. The Barclays Long Term U.S. Treasury Index increased 7.31% over the reporting period.

In this environment, the riskier sectors within the fixed income segment performed relatively well. The high yield market experienced a strong rally with lower-rated credits outpacing those in the investment grade tiers. Emerging markets debt also delivered strong results over the reporting period, as the J.P. Morgan Emerging Markets Bond Index Global Diversified Index returned 10.11% over the reporting period. Additionally, the collateralized loan obligation market showed some revival throughout the reporting period, which boded well for bank loans. Throughout this low Treasury yield environment, investors looked across the riskier spectrum to obtain yields.

Domestic Equity

The domestic equity market experienced modest swings throughout the reporting period but managed to finish with a gain of 13.96% for the S&P 500 Index. Results were relatively mixed for the various categories within the domestic equities segment. One common theme among domestic equities was the double-digit returns across the market capitalization and style groups. With respect to market capitalization, mid-capitalization stocks outpaced those of large- and small-capitalizations. Value styles outperformed those of growth, which were primarily driven by the solid performances of the financials sectors over the reporting period. Financials tends to be the largest sector in value indices. The sector’s strong performance followed a dismal year in 2011, which then recovered as the central banks moved aggressively to support the global banking system. On the flipside, information technology, which tends to have heavy representation in growth indices, was the worst performing sector over the reporting period. Other sectors were driven by various reasons. Political factors over the reporting period, especially throughout the presidential election, had a material influence in the stock market. President Obama’s re-election, and his push to pass the Patient Protection and Affordable Healthcare Act, often times referred to as “Obamacare”, helped the healthcare sector experience a strong gain over the reporting period.

International Equity

After a difficult run during the prior reporting period, international stocks in developed markets experienced a healthy recovery over this reporting period. The Morgan Stanley Capital International (MSCI) Europe, Australasia, and Far East (MSCI EAFE) Index and the MSCI Emerging Markets Index returned 11.25% and 1.96%, respectively. Emerging markets equity returns, on the other hand, were less robust, particularly over the first quarter of 2013. Countries such as Brazil and China continued to deal with inflation that led to concerns over monetary tightening to slow their growth. Additionally, the Japanese yen had been devalued sharply, which helps Japan’s exports but threatens the competitiveness of other Asian exporters. Such concerns hurt South Korean stocks, which represent the largest country weighting in the MSCI Emerging Markets Index.

Concluding Remarks

Economic reports indicated that the world economy grew at approximately 3.20% in 2012 (International Monetary Fund—World Economic Outlook Update—April 2013). Emerging markets, particularly China, contributed to that growth. Developed nations, on the other hand, crawled at a sluggish pace or contracted. Despite the dismal economic indicators, equity markets in developed countries thrived over the reporting period. Perhaps, this was driven more out of relief of avoiding meltdown scenarios that markets had feared.

The question remains on the sustainability of the market rise. Over the reporting period, equity valuations had been trading below long-term averages. These trading ranges may have been a reflection of the general market environment. Over the past few years, the world has been dealing with various crises, which may have caused a hesitation to push valuations back to longer-term historic levels. However, these valuation levels have risen closer to the 10-year average over the first quarter of 2013 as U.S. economic reports continued to indicate steady improvements.

More clarity has been developing in 2013, but challenges still linger. The crisis level in the eurozone appears to be manageable, but economic activity is expected to remain weak in the region. Although the situation in the U.S. is relatively better than its developed counterparts in Europe, economic growth is expected to remain modest. The benign economic activity in developed nations is anticipated to dampen demand for exports from emerging markets. This may have some varying implications to these emerging markets nations. Nonetheless, growth in countries such as China is expected to remain healthy.

Performance over the reporting period showed investors that markets can diverge from economic fundamentals. The level of uncertainty and risks throughout the globe may have caused some investors to reduce or avoid equity exposure. However, those investors would have missed out on the impressive performance delivered from equities in developed markets. This validates the importance of proper asset allocation to navigate through various market conditions.

See explanation of symbol and benchmark definitions on page A-20

A-3

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

Performance of the PL Portfolio Optimization Funds

Since the performance of each PL Portfolio Optimization Fund is a composite of the performance of each of the PL Underlying Funds in which each invests (which may include bonds, domestic and/or international equities), there is no one, broad-based industry index to use as a comparison to a PL Portfolio Optimization Fund’s performance. Therefore, we at PLFA have provided information regarding four broad-based indices to use as a comparison to each fund’s performance.

In addition, to assist in performance comparisons, composite benchmarks were constructed for each PL Portfolio Optimization Fund; each is comprised of the four broad-based indices shown below. The composite benchmarks were constructed with allocations to each asset class that correspond to the target allocations for the PL Portfolio Optimization Funds. However, the actual allocation of any PL Portfolio Optimization Fund will naturally vary from these targets as a result of market performance over time. The one-year performance for these broad-based indices is shown in the following table.

Broad Based Indices	One Year Performance (as of 3-31-13)
S&P 500 Index (U.S. Stocks)		13.96%
Morgan Stanley Capital International (MSCI) EAFE Index (International Stocks)		11.25%
Barclays U.S. Aggregate Bond Index (Fixed Income)		3.77%
BofA Merrill Lynch U.S. 3-Month T-Bill Index (Cash)		0.12%

See explanation of symbol and benchmark definitions on page A-20

A-4

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

PL Portfolio Optimization Conservative Fund (managed by Pacific Life Fund Advisors LLC)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Portfolio Optimization Conservative Fund’s Class A returned 6.57%, compared to a 3.77% return for its benchmarks, the Barclays U.S. Aggregate Bond Index, a 13.96% return for the S&P 500 Index, a 11.25% return for the MSCI EAFE Index, and a 5.49% return for the PL Portfolio Optimization Conservative Composite Benchmark.

The following graph compares the performance of a hypothetical $10,000 investment in Class A shares of the fund to its benchmarks for the periods from inception through March 31, 2013. For comparison purposes, the performance of Class B, C, R and Advisor Class shares for the period from inception through March 31, 2013 are also shown in the table below. Performance data for Class B, C, R and Advisor Class shares will vary due to differences in fees and sales charges. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

  Average Annual Total Returns for the Periods Ended March 31, 2013  

	1 Year		5 Years			Since Inception (12/31/03)
Fund’s Class A without sales charge		6.57%		5.46%			4.96%
Fund’s Class A with maximum sales charge		0.75%		4.28%			4.32%
Fund’s Class B without sales charge		5.89%		4.74%			4.39%
Fund’s Class B with maximum sales charge		0.89%		4.40%			4.39%
Fund’s Class C without sales charge		5.84%		4.72%			4.29%
Fund’s Class C with maximum sales charge		4.84%		4.72%			4.29%
Barclays U.S. Aggregate Bond Index		3.77%		5.47%			5.14%
S&P 500 Index		13.96%		5.81%			5.95%
MSCI EAFE Index		11.25%		(0.89%	)		5.70%
PL Portfolio Optimization Conservative Composite Benchmark		5.49%		5.16%			5.21%
	1 Year		5 Years			Since Inception (9/30/05)
Fund’s Class R without sales charge		6.38%		5.21%			5.20%
Barclays U.S. Aggregate Bond Index		3.77%		5.47%			5.52%
S&P 500 Index		13.96%		5.81%			5.53%
MSCI EAFE Index		11.25%		(0.89%	)		3.28%
PL Portfolio Optimization Conservative Composite Benchmark		5.49%		5.16%			5.35%

  Total Returns for the Period Ended March 31, 2013  

	Since Inception (12/31/2012)
Fund’s Advisor Class without sales charge		2.06%
Barclays U.S. Aggregate Bond Index		(0.12%	)
S&P 500 Index		10.61%
MSCI EAFE Index		5.13%
PL Portfolio Optimization Conservative Composite Benchmark		1.90%

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance. The table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

See explanation of symbol and benchmark definitions on page A-20

A-5

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. The PL Portfolio Optimization Conservative Fund is primarily comprised of various fixed income funds with a small allocation to domestic and international equity funds. The allocation to fixed income funds includes exposure to intermediate-term bonds, short duration securities, inflation-protected bonds, and floating rate loans. The fund’s allocation to equity funds mainly encompasses domestic and foreign large-capitalization funds. Three alternative strategies, the PL Currencies Strategies, PL Global Absolute Return and PL Precious Metals Funds, which commenced operations on December 7, 2012, were added to the fund.

At the broad asset class level, the fund’s fixed income allocations collectively outperformed the Barclays U.S. Aggregate Bond Index. The fund’s domestic and international equity allocation lagged behind the S&P 500 Index and MSCI EAFE Index, respectively.

Within the fund’s fixed income allocation, riskier credit segments performed well over this reporting period. Allocation to riskier, fixed income categories such as the PL Floating Rate Loan and PL Emerging Markets Debt Funds contributed to fund performance. Moreover, the PL Managed Bond and PL Inflation Managed Funds were among the top contributors to fund performance. On the other hand, the PL Short Duration Bond Fund’s subdued returns hampered the fund’s relative performance. This was primarily a result of the Fed’s policy on maintaining the short-term rates near zero percent.

Although the fund’s equity allocation consists of primarily large-capitalization strategies, exposure to the PL Mid-Cap Growth Fund hurt performance. However, the allocation to large-capitalization value strategies (i.e. the PL Comstock and PL Large-Cap Value Funds) helped offset some of the fund’s detractors. Within the international equity segment, the PL International Value Fund mainly detracted from fund performance.

See explanation of symbol and benchmark definitions on page A-20

A-6

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

PL Portfolio Optimization Moderate-Conservative Fund (managed by Pacific Life Fund Advisors LLC)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Portfolio Optimization Moderate-Conservative Fund’s Class A returned 7.22%, compared to a 3.77% return for its benchmarks, the Barclays U.S. Aggregate Bond Index, a 13.96% return for the S&P 500 Index, a 11.25% return for the MSCI EAFE Index, and a 7.47% return for the PL Portfolio Optimization Moderate-Conservative Composite Benchmark.

The following graph compares the performance of a hypothetical $10,000 investment in Class A shares of the fund to its benchmarks for the periods from inception through March 31, 2013. For comparison purposes, the performance of Class B, C, R and Advisor Class shares for the periods from inception through March 31, 2013 are also shown in the table below. Performance data for Class B, C, R and Advisor Class shares will vary due to differences in fees and sales charges. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

  Average Annual Total Returns for the Periods Ended March 31, 2013  

	1 Year		5 Years			Since Inception (12/31/03)
Fund’s Class A without sales charge		7.22%		5.23%			5.21%
Fund’s Class A with maximum sales charge		1.35%		4.05%			4.57%
Fund’s Class B without sales charge		6.46%		4.48%			4.63%
Fund’s Class B with maximum sales charge		1.46%		4.14%			4.63%
Fund’s Class C without sales charge		6.41%		4.48%			4.54%
Fund’s Class C with maximum sales charge		5.41%		4.48%			4.54%
Barclays U.S. Aggregate Bond Index		3.77%		5.47%			5.14%
S&P 500 Index		13.96%		5.81%			5.95%
MSCI EAFE Index		11.25%		(0.89%	)		5.70%
PL Portfolio Optimization Moderate-Conservative Composite Benchmark		7.47%		5.12%			5.59%
	1 Year		5 Years			Since Inception (9/30/05)
Fund’s Class R without sales charge		6.92%		4.97%			5.11%
Barclays U.S. Aggregate Bond Index		3.77%		5.47%			5.52%
S&P 500 Index		13.96%		5.81%			5.53%
MSCI EAFE Index		11.25%		(0.89%	)		3.28%
PL Portfolio Optimization Moderate-Conservative Composite Benchmark		7.47%		5.12%			5.47%

  Total Returns for the Period Ended March 31, 2013  

	Since Inception (12/31/2012)
Fund’s Advisor Class without sales charge		3.60%
Barclays U.S. Aggregate Bond Index		(0.12%	)
S&P 500 Index		10.61%
MSCI EAFE Index		5.13%
PL Portfolio Optimization Moderate-Conservative Composite Benchmark		4.03%

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance. The table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

See explanation of symbol and benchmark definitions on page A-20

A-7

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. The PL Portfolio Optimization Moderate-Conservative Fund has a diversified allocation mix that is primarily comprised of an allocation to fixed income funds with a smaller allocation to several domestic and international equity funds. The allocation to fixed income funds includes exposure to intermediate-term bonds as well as short duration securities, inflation-protected bonds, and floating rate loans. The exposure to equity funds is diversified across style (growth/value), market capitalization and region (including an allocation to emerging market funds). Three alternative strategies, the PL Currency Strategies, PL Global Absolute Return and PL Precious Metals Funds, which commenced operations on December 7, 2012, were added to the fund.

At the broad asset class level, the fund’s fixed income allocation collectively outperformed the Barclays U.S. Aggregate Bond Index. The fund’s domestic and international equity allocations lagged behind the S&P 500 Index and MSCI EAFE Index, respectively.

Within the fund’s fixed income allocation, riskier credit segments performed well over this reporting period. Allocation to riskier, fixed income categories such as the PL Floating Rate Loan and PL Emerging Markets Debt Funds contributed to fund performance. Moreover, the PL Managed Bond and PL Inflation Managed Funds were among the top contributors to fund performance. On the other hand, the PL Short Duration Bond Fund’s subdued returns hampered the fund’s relative performance. This was primarily a result of the Fed’s policy on maintaining the short-term rates near zero percent.

Although the fund’s equity allocation consists of primarily large-capitalization strategies, exposure to the PL Mid-Cap Growth Fund hurt performance. However, the allocation to value strategies (i.e. the PL Comstock, PL Large-Cap Value, and PL Small-Cap Value Funds) helped offset some of the fund’s detractors. Within the international equity segment, the PL Emerging Markets and PL International Value Funds primarily detracted from fund performance.

See explanation of symbol and benchmark definitions on page A-20

A-8

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

PL Portfolio Optimization Moderate Fund (managed by Pacific Life Fund Advisors LLC)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Portfolio Optimization Moderate Fund’s Class A returned 8.36%, compared to a 13.96% return for its benchmarks, the S&P 500 Index, a 3.77% return for the Barclays U.S. Aggregate Bond Index, a 11.25% return for the MSCI EAFE Index, and a 9.46% return for the PL Portfolio Optimization Moderate Composite Benchmark.

The following graph compares the performance of a hypothetical $10,000 investment in Class A shares of the fund to its benchmarks for the periods from inception through March 31, 2013. For comparison purposes, the performance of Class B, C, R and Advisor Class shares for the periods from inception through March 31, 2013 are also shown in the table below. Performance data for Class B, C, R and Advisor Class shares will vary due to differences in fees and sales charges. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

  Average Annual Total Returns for the Periods Ended March 31, 2013  

	1 Year		5 Years			Since Inception (12/31/03)
Fund’s Class A without sales charge		8.36%		5.16%			5.75%
Fund’s Class A with maximum sales charge		2.42%		3.98%			5.11%
Fund’s Class B without sales charge		7.49%		4.40%			5.17%
Fund’s Class B with maximum sales charge		2.49%		4.06%			5.17%
Fund’s Class C without sales charge		7.50%		4.41%			5.07%
Fund’s Class C with maximum sales charge		6.50%		4.41%			5.07%
S&P 500 Index		13.96%		5.81%			5.95%
Barclays U.S. Aggregate Bond Index		3.77%		5.47%			5.14%
MSCI EAFE Index		11.25%		(0.89%	)		5.70%
PL Portfolio Optimization Moderate Composite Benchmark		9.46%		4.96%			5.85%
	1 Year		5 Years			Since Inception (9/30/05)
Fund’s Class R without sales charge		8.02%		4.91%			5.31%
S&P 500 Index		13.96%		5.81%			5.53%
Barclays U.S. Aggregate Bond Index		3.77%		5.47%			5.52%
MSCI EAFE Index		11.25%		(0.89%	)		3.28%
PL Portfolio Optimization Moderate Composite Benchmark		9.46%		4.96%			5.50%

  Total Returns for the Period Ended March 31, 2013  

	Since Inception (12/31/2012)
Fund’s Advisor Class without sales charge		5.24%
S&P 500 Index		10.61%
Barclays U.S. Aggregate Bond Index		(0.12%	)
MSCI EAFE Index		5.13%
PL Portfolio Optimization Moderate Composite Benchmark		6.18%

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance. The table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

See explanation of symbol and benchmark definitions on page A-20

A-9

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. The PL Portfolio Optimization Moderate Fund has an allocation mix that is primarily comprised of an allocation to domestic and international equity funds with a smaller allocation to fixed income funds. The exposure to equity funds is diversified across style (growth/value), market capitalization and region (including allocations to emerging markets stocks). The allocation to fixed income funds includes exposure to intermediate-term bonds, short duration securities, inflation-protected bonds, and floating rate loans. Three, alternative strategies, the PL Currency Strategies, PL Global Absolute Return and PL Precious Metals Funds, which commenced operations on December 7, 2012, were added to the fund.

At the broad asset class level, the fund’s fixed income allocation collectively outperformed the Barclays U.S. Aggregate Bond Index. The fund’s domestic and international equity allocations lagged behind the S&P 500 Index and MSCI EAFE Index, respectively.

Within the fund’s fixed income allocation, riskier credit segments performed well over this reporting period. Allocation to riskier fixed income categories such as the PL Floating Rate Loan and PL Emerging Markets Debt Funds contributed to fund performance. Moreover, the PL Managed Bond and PL Inflation Managed Funds were among the top contributors to fund performance. On the other hand, the PL Short Duration Bond Fund’s subdued returns hampered the fund’s relative performance. This was primarily a result of the Fed’s policy on maintaining the short-term rates near zero percent.

Although the fund’s equity allocation consists of primarily large-capitalization strategies, exposure to the PL Mid-Cap Growth Fund hurt performance. However, the allocation to value strategies (i.e. the PL Comstock, PL Large-Cap Value, and PL Small-Cap Value Funds) helped offset some of the fund’s detractors. Within the international equity segment, the PL Emerging Markets and PL International Value Funds primarily detracted from fund performance.

While the three alternative strategies were added in December 2012, the continued drop in gold prices over the past couple of quarters had a negative impact on the investments in the PL Precious Metals Fund which in turn detracted from the fund’s performance.

See explanation of symbol and benchmark definitions on page A-20

A-10

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

PL Portfolio Optimization Moderate-Aggressive Fund (managed by Pacific Life Fund Advisors LLC)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Portfolio Optimization Moderate-Aggressive Fund’s Class A returned 8.62%, compared to a 13.96% return for its benchmarks, the S&P 500 Index, a 3.77% return for the Barclays U.S. Aggregate Bond Index, a 11.25% return for the MSCI EAFE Index, and a 11.32% return for the PL Portfolio Optimization Moderate-Aggressive Composite Benchmark.

The following graph compares the performance of a hypothetical $10,000 investment in Class A shares of the fund to its benchmarks for the periods from inception through March 31, 2013. For comparison purposes, the performance of Class B, C, R and Advisor Class shares for the periods from inception through March 31, 2013 are also shown in the table below. Performance data for Class B, C, R and Advisor Class shares will vary due to differences in fees and sales charges. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

  Average Annual Total Returns for the Periods Ended March 31, 2013  

	1 Year		5 Years			Since Inception (12/31/03)
Fund’s Class A without sales charge		8.62%		4.46%			5.60%
Fund’s Class A with maximum sales charge		2.67%		3.28%			4.95%
Fund’s Class B without sales charge		7.92%		3.73%			5.02%
Fund’s Class B with maximum sales charge		2.92%		3.38%			5.02%
Fund’s Class C without sales charge		7.95%		3.72%			4.93%
Fund’s Class C with maximum sales charge		6.95%		3.72%			4.93%
S&P 500 Index		13.96%		5.81%			5.95%
Barclays U.S. Aggregate Bond Index		3.77%		5.47%			5.14%
MSCI EAFE Index		11.25%		(0.89%	)		5.70%
PL Portfolio Optimization Moderate-Aggressive Composite Benchmark		11.32%		4.54%			5.93%
	1 Year		5 Years			Since Inception (9/30/05)
Fund’s Class R without sales charge		8.38%		4.21%			4.90%
S&P 500 Index		13.96%		5.81%			5.53%
Barclays U.S. Aggregate Bond Index		3.77%		5.47%			5.52%
MSCI EAFE Index		11.25%		(0.89%	)		3.28%
PL Portfolio Optimization Moderate-Aggressive Composite Benchmark		11.32%		4.54%			5.30%

  Total Returns for the Period Ended March 31, 2013  

	Since Inception (12/31/2012)
Fund’s Advisor Class without sales charge		6.72%
S&P 500 Index		10.61%
Barclays U.S. Aggregate Bond Index		(0.12%	)
MSCI EAFE Index		5.13%
PL Portfolio Optimization Moderate-Aggressive Composite Benchmark		8.36%

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance. The table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

See explanation of symbol and benchmark definitions on page A-20

A-11

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. The PL Portfolio Optimization Moderate-Aggressive Fund has a diversified allocation mix that is primarily comprised of an allocation to domestic and international equity funds and has a moderate allocation to fixed income and sector funds. The exposure to equity funds is diversified across style (growth/value), market capitalization and region (which include allocations to emerging markets stocks). Three alternative strategies, the PL Currency Strategies, PL Global Absolute Return and PL Precious Metals Funds, which commenced operations on December 7, 2012, were added to the fund.

For the reporting period, the fund’s Class A returned 8.62% compared to 11.32% for the PL Portfolio Optimization Moderate-Aggressive Composite Benchmark. At the broad asset class level, the fund’s fixed income allocation collectively outperformed the Barclays U.S. Aggregate Bond Index. The fund’s domestic and international equity allocations lagged behind the S&P 500 Index and MSCI EAFE Index, respectively.

Although the fund’s equity allocation consists of primarily large-capitalization strategies, exposure to the PL Mid-Cap Growth Fund hurt performance. However, the allocation to value strategies (i.e. the PL Comstock, PL Large-Cap Value, and PL Small-Cap Value Funds) helped offset some of the fund’s detractors. Within the international equity segment, the PL Emerging Markets and PL International Value Funds primarily detracted from fund performance.

Within the fund’s fixed income allocation, riskier credit segments performed well over this reporting period. Allocation to riskier, fixed income categories such as the PL Floating Rate Loan Fund contributed to fund performance. Moreover, the PL Managed Bond and PL Inflation Managed Funds were among the top contributors to fund performance. On the other hand, the PL Short Duration Bond Fund’s subdued returns hampered the fund’s relative performance. This was primarily a result of the Fed’s policy on maintaining the short-term rates near zero percent.

While the three alternative strategies were added in December 2012, the continued drop in gold prices over the past couple of quarters had a negative impact on the investments in the PL Precious Metals Fund which in turn detracted from the fund’s performance.

See explanation of symbol and benchmark definitions on page A-20

A-12

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

PL Portfolio Optimization Aggressive Fund (managed by Pacific Life Fund Advisors LLC)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Portfolio Optimization Aggressive Fund’s Class A returned 8.30%, compared to a 13.96% return for its benchmarks, the S&P 500 Index, a 11.25% return for the MSCI EAFE Index, a 3.77% return for the Barclays U.S. Aggregate Bond Index, and a 11.88% return for the PL Portfolio Optimization Aggressive Composite Benchmark.

The following graph compares the performance of a hypothetical $10,000 investment in Class A shares of the fund to its benchmarks for the periods from inception through March 31, 2013. For comparison purposes, the performance of Class B, C, R and Advisor Class shares for the periods from inception through March 31, 2013 are also shown in the table below. Performance data for Class B, C, R and Advisor Class shares will vary due to differences in fees and sales charges. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

  Average Annual Total Returns for the Periods Ended March 31, 2013  

	1 Year		5 Years			Since Inception (12/31/03)
Fund’s Class A without sales charge		8.30%		3.54%			5.34%
Fund’s Class A with maximum sales charge		2.35%		2.38%			4.70%
Fund’s Class B without sales charge		7.69%		2.84%			4.76%
Fund’s Class B with maximum sales charge		2.69%		2.48%			4.76%
Fund’s Class C without sales charge		7.71%		2.86%			4.71%
Fund’s Class C with maximum sales charge		6.71%		2.86%			4.71%
S&P 500 Index		13.96%		5.81%			5.95%
MSCI EAFE Index		11.25%		(0.89%	)		5.70%
Barclays U.S. Aggregate Bond Index		3.77%		5.47%			5.14%
PL Portfolio Optimization Aggressive Composite Benchmark		11.88%		3.77%			5.67%
	1 Year		5 Years			Since Inception (9/30/05)
Fund’s Class R without sales charge		8.17%		3.32%			4.36%
S&P 500 Index		13.96%		5.81%			5.53%
MSCI EAFE Index		11.25%		(0.89%	)		3.28%
Barclays U.S. Aggregate Bond Index		3.77%		5.47%			5.52%
PL Portfolio Optimization Aggressive Composite Benchmark		11.88%		3.77%			4.81%

  Total Returns for the Period Ended March 31, 2013  

	Since Inception (12/31/2012)
Fund’s Advisor Class without sales charge		7.56%
S&P 500 Index		10.61%
MSCI EAFE Index		5.13%
Barclays U.S. Aggregate Bond Index		(0.12%	)
PL Portfolio Optimization Aggressive Composite Benchmark		9.27%

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance. The table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

See explanation of symbol and benchmark definitions on page A-20

A-13

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. The PL Portfolio Optimization Aggressive Fund allocates primarily to domestic and international equity funds that are diversified across style (growth/value), market capitalization and region (which include allocations to emerging markets stocks). The fund also has a small allocation to fixed income and sector funds. Three alternative strategies, PL Currency Strategies, PL Global Absolute Return and PL Precious Metals Funds, which commenced operations on December 7, 2012, were added to the fund.

At the broad asset class level, the fund’s fixed income allocation collectively outperformed the Barclays U.S. Aggregate Bond Index. The fund’s domestic and international equity allocations lagged behind the S&P 500 Index and MSCI EAFE Index, respectively.

Although the fund’s equity allocation consists of primarily large-capitalization strategies, exposure to the PL Mid-Cap Growth Fund hurt performance. However, the allocation to value strategies (i.e. the PL Comstock, PL Large-Cap Value, and PL Small-Cap Value Funds) helped offset some of the fund’s detractors. Within the international equity segment, the PL Emerging Markets and PL International Value Funds primarily detracted from fund performance.

While the three alternative strategies were added in December 2012, the continued drop in gold prices over the past couple of quarters had a negative impact on the investments in the PL Precious Metals Fund which in turn detracted from the fund’s performance.

The fund’s fixed income segment is represented by the PL Managed Bond Fund, which contributed to fund performance. The strategy’s overweight exposure to emerging markets debt and riskier credits helped boost its performance.

PL Short Duration Income Fund (managed by Pacific Asset Management)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Short Duration Income Fund’s Class I returned 6.10%, compared to a 1.09% return for its benchmark, the Barclays 1-3 Year U.S. Government/Credit Bond Index.

The following graph compares the performance of a hypothetical $10,000 investment in Class I shares of the fund to its benchmark for the periods from inception through March 31, 2013. For comparison purposes, the performance of Class A, C and Advisor Class shares for the period from inception through March 31, 2013 are also shown in the table below. Performance data for Class A, C and Advisor Class shares will vary due to differences in fees and sales charges. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

  Average Annual Total Returns for the Periods Ended March 31, 2013  

	1 Year		Since Inception (12/19/11)
Fund’s Class I without sales charge		6.10%		6.43%
Barclays 1-3 Year U.S. Government/Credit Bond Index		1.09%		1.16%

  Total Returns for the Period Ended March 31, 2013  

	Since Inception (6/29/2012)
Fund’s Class A without sales charge		4.78%
Fund’s Class A with maximum sales charge		1.60%
Fund’s Class C without sales charge		4.28%
Fund’s Class C with maximum sales charge		3.28%
Fund’s Advisor Class without sales charge		4.85%
Barclays 1-3 Year U.S. Government/Credit Bond Index		0.87%

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance. The table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the reporting period, the fund’s Class I outperformed the benchmark. We at Pacific Asset Management manage the fund as a short maturity corporate bond fund that has the flexibility to go up to 30% in non-investment grade securities. The fund outperformed the benchmark during the reporting period primarily due to fixed-income asset allocation and overweights to high yield and floating rate securities. The fund maintained similar overweight allocations through the period in investment-grade corporate debt, floating rate loans, and high-yield bonds, which were all positive contributors to relative performance, as was the underweight to Treasuries. The fund’s duration position was largely unchanged and remains above benchmark.

See explanation of symbol and benchmark definitions on page A-20

A-14

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

PL Income Fund (managed by Pacific Asset Management)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Income Fund’s Class I returned 8.39%, compared to a 3.77% return for its benchmark, the Barclays U.S. Aggregate Bond Index.

The following graph compares the performance of a hypothetical $10,000 investment in Class I shares of the fund to its benchmark for the periods from inception through March 31, 2013. For comparison purposes, the performance of Class A, C and Advisor Class shares for the periods from inception through March 31, 2013 are also shown in the table below. Performance data for Class A, C and Advisor Class shares will vary due to differences in fees and sales charges. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

  Average Annual Total Returns for the Periods Ended March 31, 2013  

	1  Year		Since Inception (12/31/2010)
Fund’s Class A without sales charge		8.13%		8.22%
Fund’s Class A with maximum sales charge		3.54%		6.16%
Fund’s Class I without sales charge		8.39%		8.41%
Barclays U.S. Aggregate Bond Index		3.77%		5.27%
	1  Year		Since Inception (6/30/2011)
Fund’s Class C without sales charge		7.37%		7.00%
Fund’s Class C with maximum sales charge		6.37%		7.00%
Barclays U.S. Aggregate Bond Index		3.77%		5.20%

  Total Returns for the Period Ended March 31, 2013  

	Since Inception (6/29/2012)
Fund’s Advisor Class without sales charge		5.97%
Barclays U.S. Aggregate Bond Index		1.68%

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance. The table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the reporting period, the fund’s Class I outperformed the benchmark. We at Pacific Asset Management manage the fund as an investment grade corporate bond fund that can invest up to 40% in non-investment grade securities. The fund outperformed the benchmark during the reporting period due to fixed-income asset allocation and a focus on intermediate maturity bonds. The fund outperformed the benchmark during the reporting period due to asset allocation and security selection. The fund maintained similar overweight allocations through the period in investment-grade corporate debt, floating rate loans, and high-yield bonds, which were all positive contributors to the fund’s relative performance, as was the underweight to Treasuries, relative to the benchmark. The fund’s underweight to European banks was a negative to overall fund performance. The fund’s duration position was largely unchanged and remained under the benchmark at the end of the reporting period.

See explanation of symbol and benchmark definitions on page A-20

A-15

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

PL Strategic Income Fund (managed by Pacific Asset Management)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Strategic Income Fund’s Class I returned 15.94%, compared to a 3.77% return for its benchmark, the Barclays U.S. Aggregate Bond Index.

The following graph compares the performance of a hypothetical $10,000 investment in Class I shares of the fund to its benchmark for the periods from inception through March 31, 2013. For comparison purposes, the performance of Class A, C and Advisor Class shares for the period from inception through March 31, 2013 are also shown in the table below. Performance data for Class A, C and Advisor Class shares will vary due to differences in fees and sales charges. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

  Average Annual Total Returns for the Periods Ended March 31, 2013  

	1  Year		Since Inception (12/19/2011)
Fund’s Class I without sales charge		15.94%		16.77%
Barclays U.S Aggregate Bond Index		3.77%		3.16%

  Total Returns for the Period Ended March 31, 2013  

	Since Inception (6/29/2012)
Fund’s Class A without sales charge		13.12%
Fund’s Class A with maximum sales charge		8.28%
Fund’s Class C without sales charge		12.52%
Fund’s Class C with maximum sales charge		11.52%
Fund’s Advisor Class without sales charge		13.31%
Barclays U.S Aggregate Bond Index		1.68%

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance. The table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the reporting period, the fund’s Class I outperformed the benchmark. We at Pacific Asset Management manage the fund using a multi-sector, corporate credit strategy. The fund outperformed the benchmark during the reporting period primarily due to the continued overweight to risk assets and an overweight to high yield bonds. The fund’s structural overweight to high-yield issues was a contributor to the fund’s relative performance for the reporting period, as was the underweight to Treasuries. The fund’s underweight to banking, particularly European Banks, detracted from its performance. The fund marginally increased the weighting of below investment-grade positions, which benefited performance. The allocation of high yield bonds and floating rate loans changed as high yield bond positions were decreased and floating rate loans were increased. The portfolio duration position continues to be moderately higher than the benchmark, but remained consistent during the reporting period.

See explanation of symbol and benchmark definitions on page A-20

A-16

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

PL Floating Rate Income Fund (managed by Pacific Asset Management)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Floating Rate Income Fund’s Class I returned 9.56%, compared to a 8.27% return for its benchmark, the Credit Suisse Leveraged Loan Index.

The following graph compares the performance of a hypothetical $10,000 investment in Class I shares of the fund to its benchmark for the periods from inception through March 31, 2013. For comparison purposes, the performance of Class A, C, P and Advisor Class shares for the periods from inception through March 31, 2013 are also shown in the table below. Performance data for Class A, C, P and Advisor Class shares will vary due to differences in fees and sales charges. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

  Average Annual Total Returns for the Periods Ended March 31, 2013  

	1 Year		Since Inception (6/30/2011)
Fund’s Class I without sales charge		9.56%		7.79%
Credit Suisse Leveraged Loan Index		8.27%		6.01%
	1 Year		Since Inception (12/30/2011)~
Fund’s Class A without sales charge		9.36%		10.62%
Fund’s Class A with maximum sales charge		6.10%		8.00%
Fund’s Class C without sales charge		8.56%		9.88%
Fund’s Class C with maximum sales charge		7.56%		9.88%
Credit Suisse Leveraged Loan Index		8.27%		9.51%

  Total Returns for the Periods Ended March 31, 2013  

	Since Inception (6/29/2012)
Fund’s Advisor Class without sales charge		8.13%
Credit Suisse Leveraged Loan Index		7.18%
	Since Inception (12/31/2012)
Fund’s Class P without sales charge		2.74%
Credit Suisse Leveraged Loan Index		2.37%

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance. The table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the reporting period, the fund’s Class I outperformed the benchmark. We at Pacific Asset Management manage the fund using a non-investment grade strategy focusing on floating rate debt securities. The fund outperformed its benchmark in the reporting period due to security selection and asset allocation. The fund’s credit quality allocation and emphasis on larger and more liquid loan facilities were neutral to performance. The fund’s underweight to lower rated securities was a negative to performance. The fund’s underweight to the health care sector benefited performance while the underweight to utilities detracted. The fund’s tactical allocation to high yield bonds was a positive contributor to performance during the reporting period.

See explanation of symbol and benchmark definitions on page A-20

A-17

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

PL High Income Fund (managed by Pacific Asset Management)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL High Income Fund’s Class I returned 14.21%, compared to a 13.08% return for its benchmark, the Barclays U.S. High-Yield 2% Issuer Capped Bond Index.

The following graph compares the performance of a hypothetical $10,000 investment in Class I shares of the fund to its benchmark for the periods from inception through March 31, 2013. For comparison purposes, the performance of Class A, C and Advisor Class shares for the period from inception through March 31, 2013 are also shown in the table below. Performance data for Class A, C and Advisor Class shares will vary due to differences in fees and sales charges. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

  Average Annual Total Returns for the Periods Ended March 31, 2013  

	1 Year		Since Inception (12/19/2011)
Fund’s Class I without sales charge		14.21%		17.35%
Barclays U.S. High-Yield 2% Issuer Capped Bond Index		13.08%		15.55%

  Total Returns for the Period Ended March 31, 2013  

	Since Inception (6/29/2012)
Fund’s Class A without sales charge		12.59%
Fund’s Class A with maximum sales charge		7.80%
Fund’s Class C without sales charge		12.11%
Fund’s Class C with maximum sales charge		11.11%
Fund’s Advisor Class without sales charge		12.87%
Barclays U.S. High-Yield 2% Issuer Capped Bond Index		11.09%

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance. The table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the reporting period, the fund’s Class I outperformed the benchmark. We at Pacific Asset Management manage the fund using a non-investment grade bond strategy. The fund outperformed during the reporting period due to sector allocation and security selection. The fund’s performance was negatively impacted by a mild underweight to B rated and CCC rated issues. The fund was overweight BB rated bonds, which underperformed during the reporting period. The fund’s allocation to larger and more liquid issues were neutral to performance. The fund’s duration position, which is longer than the benchmark, was also neutral to performance.

See explanation of symbol and benchmark definitions on page A-20

A-18

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

PL Money Market Fund (managed by Pacific Asset Management)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Money Market Fund’s Class A returned 0.00%, compared to a 0.12% return for its benchmark, the BofA Merrill Lynch U.S. 3-Month T-Bill Index. The current yield measured during the seven-day period ended March 31, 2013 was 0.00%.

The following graph compares the performance of a hypothetical $10,000 investment in Class A shares of the fund to its benchmark for the ten-year period ended March 31, 2013. For comparison purposes, the performance of class B and C shares for the period from inception through March 31, 2013 are also shown in the table below. Performance data for Class B and C shares will vary due to differences in fees and sales charges. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

  Average Annual Total Returns for the Periods Ended March 31, 2013  

	1 Year		5 Years		10 Years
Fund’s Class A without sales charge		0.00%		0.26%		1.31%
BofA Merrill Lynch U.S. 3-Month T-Bill Index		0.12%		0.34%		1.75%

  Total Returns for the Period Ended March 31, 2013  

	Since Inception (6/29/2012)
Fund’s Class B without sales charge		0.00%
Fund’s Class C without sales charge		0.00%
BofA Merrill Lynch U.S. 3-Month T-Bill Index		0.09%

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance. The table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the reporting period, the fund’s Class A underperformed the benchmark. We at Pacific Asset Management manage the fund with a focus on stability, liquidity, and current income through a consistent, disciplined investment approach emphasizing industry and asset type diversification.

A low Fed Funds target rate and a shrinking supply of commercial paper constrained the absolute return environment for the fund. This environment generated relative outperformance by the longer duration assets in the fund. Citing the slack in the economy and the weakness in the labor force, the Fed remained accommodative throughout the reporting period. The Fed Funds target rate was unchanged, remaining at the range between 0.00% and 0.25%. The three-month London Interbank Offered Rate (LIBOR) was very stable during the reporting period. Fewer companies utilized the commercial paper market during the year, which reduced supply and further lowered available yields. Money market accounts continued to experience outflows, as investor’s deployed cash into higher risk asset classes.

Although the employment picture has started to improve and the economy is strengthening, we believe the Fed is going to remain cautious through the next few years and will want to ensure the recovery is on very solid footing before any tightening of monetary policy. We expect any tightening to be well forecasted to the market and would expect to shorten the fund’s weighted average maturity heading into a rate increase.

See explanation of symbol and benchmark definitions on page A-20

A-19

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

Explanation of Symbol for Pacific Life Funds Performance Discussion

~ Due to data limitation, the benchmark since inception return reflects the commencement period from the first calendar day of the month the fund commenced its operations.

Benchmark Definitions

Barclays 1-3 Year U.S. Government/Credit Bond Index is the 1-3 year component for the U.S. Government/Credit Index. The U.S. Government/Credit Bond Index is the non-securitized component of the U.S. Aggregate Bond Index. The U.S. Government/Credit Bond Index includes U.S. Treasuries, Government-related issues and corporates. The total return is equal to the change in price plus the coupon return.

Barclays U.S. Aggregate Bond Index covers the U.S. dollar-denominated, investment-grade, fixed-rate, taxable bond market of SEC-registered securities. The index includes bonds from the Treasury, government-related, corporate, mortgage-backed securities, asset-backed securities, and corporate mortgage-backed securities sectors. The total return is equal to the change in price plus the coupon return.

Barclays U.S. High-Yield 2% Issuer Capped Bond Index is an index that is an issuer-constrained version for the U.S. Corporate High-Yield Index that coves the U.S. dollar-denominated, non-investment grade fixed-rate taxable corporate bond market and limits issuer exposures to a maximum of 2% and redistributes the excess market value index-wide on a pro-rata basis. The total return is equal to the change in price plus the coupon return.

Barclays Long Term U.S. Treasury Index includes all publicly issued, U.S. Treasury securities that have a remaining maturity of 10 or more years, are rated investment grade, and have $250 million or more of outstanding face value. In addition, the securities must be denominated in U.S. dollars and must be fixed rate and non-convertible.

BofA Merrill Lynch U.S. 3-Month Treasury Bill (T-Bill) Index is an index comprised of a single Treasury bill issue purchased at the beginning of the month and held for a full month, then sold and rolled into a newly selected Treasury bill issue. Results include the reinvestment of all distributions.

Credit Suisse Leveraged Loan Index is an index of U.S. dollar-denominated leveraged loan market securities. The total return is equal to the change in price plus the coupon return.

Morgan Stanley Capital International (MSCI) Europe, Australasia and Far East (EAFE) Index is an index of stocks from 21 countries/regions in Europe, Australia, New Zealand and Asia. Results include reinvested dividends after deducting withholding taxes.

PL Portfolio Optimization Conservative Composite Benchmark is 15% S&P 500; 73% Barclays U.S. Aggregate Bond; 5% MSCI EAFE (Net), and 7% BofA Merrill Lynch U.S. 3-Month Treasury Bill Indices as of March 31, 2013.

PL Portfolio Optimization Moderate-Conservative Composite Benchmark is 30% S&P 500; 55% Barclays U.S. Aggregate Bond; 10% MSCI EAFE (Net), and 5% BofA Merrill Lynch U.S. 3-Month Treasury Bill Indices as of March 31, 2013.

PL Portfolio Optimization Moderate Composite Benchmark is 45% S&P 500; 38% Barclays U.S. Aggregate Bond; 15% MSCI EAFE (Net), and 2% BofA Merrill Lynch U.S. 3-Month Treasury Bill Indices as of March 31, 2013.

PL Portfolio Optimization Moderate-Aggressive Composite Benchmark is 60% S&P 500; 20% Barclays U.S. Aggregate Bond; and 20% MSCI EAFE (Net) Indices as of March 31, 2013.

PL Portfolio Optimization Aggressive Composite Benchmark is 65% S&P 500; 10% Barclays U.S. Aggregate Bond; and 25% MSCI EAFE (Net) Indices as of March 31, 2013.

S&P 500 Index is an index of the stocks of approximately 500 large-capitalization companies traded in U.S. stock markets. Results include reinvested dividends.

A-20

PACIFIC LIFE FUNDS

PL PORTFOLIO OPTIMIZATION CONSERVATIVE FUND

Schedule of Investments

March 31, 2013

PACIFIC LIFE FUNDS

PL PORTFOLIO OPTIMIZATION MODERATE-CONSERVATIVE FUND

Schedule of Investments

March 31, 2013

	Shares		Value
AFFILIATED MUTUAL FUNDS - 100.0%
PL Floating Rate Loan Fund ‘P’		3,089,677		$31,638,296
PL Inflation Managed Fund ‘P’		5,195,679		50,605,909
PL Managed Bond Fund ‘P’		15,817,905		175,736,920
PL Short Duration Bond Fund ‘P’		7,547,523		76,380,934
PL Emerging Markets Debt Fund ‘P’		2,315,046		24,377,439
PL Comstock Fund ‘P’		1,546,801		22,273,929
PL Growth LT Fund ‘P’		264,406		3,683,177
PL Large-Cap Growth Fund ‘P’		993,459		10,331,969
PL Large-Cap Value Fund ‘P’		1,678,744		23,435,269
PL Main Street Core Fund ‘P’		613,510		7,484,816
PL Mid-Cap Equity Fund ‘P’		730,071		8,030,780
PL Mid-Cap Growth Fund ‘P’		556,620		4,775,798
PL International Large-Cap Fund ‘P’		716,626		11,810,003
PL International Value Fund ‘P’		789,459		7,184,079
PL Currency Strategies Fund ‘P’ *		1,460,271		15,070,002
PL Global Absolute Return Fund ‘P’		2,922,175		29,776,965
PL Precious Metals Fund ‘P’		532,213		4,374,793
Total Affiliated Mutual Funds (Cost $472,405,451)				506,971,078
TOTAL INVESTMENTS - 100.0% (Cost $472,405,451)				506,971,078
OTHER ASSETS & LIABILITIES, NET - 0.0%				84,063
NET ASSETS - 100.0%				$507,055,141

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Affiliated Fixed Income Funds	79.6%
Affiliated Equity Funds	20.4%
	100.0%
Other Assets & Liabilities, Net	0.0%
	100.0%

	Shares		Value
AFFILIATED MUTUAL FUNDS - 100.0%
PL Floating Rate Loan Fund ‘P’		2,933,830		$30,042,421
PL Inflation Managed Fund ‘P’		4,335,266		42,225,492
PL Managed Bond Fund ‘P’		10,091,364		112,115,054
PL Short Duration Bond Fund ‘P’		5,472,221		55,378,880
PL Emerging Markets Debt Fund ‘P’		1,491,770		15,708,340
PL Comstock Fund ‘P’		2,165,478		31,182,878
PL Growth LT Fund ‘P’		348,220		4,850,711
PL Large-Cap Growth Fund ‘P’		1,707,765		17,760,751
PL Large-Cap Value Fund ‘P’		2,911,588		40,645,763
PL Main Street Core Fund ‘P’		2,108,282		25,721,046
PL Mid-Cap Equity Fund ‘P’		930,601		10,236,612
PL Mid-Cap Growth Fund ‘P’		586,247		5,029,999
PL Small-Cap Growth Fund ‘P’ *		499,727		6,641,374
PL Small-Cap Value Fund ‘P’		424,831		5,161,697
PL Emerging Markets Fund ‘P’		589,748		8,386,215
PL International Large-Cap Fund ‘P’		1,289,349		21,248,467
PL International Value Fund ‘P’		1,647,084		14,988,467
PL Currency Strategies Fund ‘P’ *		1,352,427		13,957,046
PL Global Absolute Return Fund ‘P’		2,840,341		28,943,076
PL Precious Metals Fund ‘P’		1,108,221		9,109,580
Total Affiliated Mutual Funds (Cost $448,254,282)				499,333,869
TOTAL INVESTMENTS - 100.0% (Cost $448,254,282)				499,333,869
OTHER ASSETS & LIABILITIES, NET - 0.0%				131,336
NET ASSETS - 100.0%				$499,465,205

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Affiliated Fixed Income Funds	59.8%
Affiliated Equity Funds	40.2%
	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 March 31, 2013:

		Total Value at March 31, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
PL Portfolio Optimization Conservative Fund
Assets	Affiliated Mutual Funds		$506,971,078		$506,971,078		$—		$—
PL Portfolio Optimization Moderate-Conservative Fund
Assets	Affiliated Mutual Funds		$499,333,869		$499,333,869		$—		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-25

B-1

PACIFIC LIFE FUNDS

PL PORTFOLIO OPTIMIZATION MODERATE FUND

Schedule of Investments

March 31, 2013

PACIFIC LIFE FUNDS

PL PORTFOLIO OPTIMIZATION MODERATE-AGGRESSIVE FUND

Schedule of Investments

March 31, 2013

	Shares		Value
AFFILIATED MUTUAL FUNDS - 99.9%
PL Floating Rate Loan Fund ‘P’		4,740,975		$48,547,581
PL Inflation Managed Fund ‘P’		5,531,732		53,879,071
PL Managed Bond Fund ‘P’		17,696,831		196,611,792
PL Short Duration Bond Fund ‘P’		7,705,310		77,977,740
PL Emerging Markets Debt Fund ‘P’		3,391,795		35,715,604
PL Comstock Fund ‘P’		7,276,948		104,788,044
PL Growth LT Fund ‘P’		1,322,020		18,415,744
PL Large-Cap Growth Fund ‘P’		5,288,977		55,005,359
PL Large-Cap Value Fund ‘P’		9,279,466		129,541,349
PL Main Street Core Fund ‘P’		6,725,450		82,050,485
PL Mid-Cap Equity Fund ‘P’		4,617,032		50,787,357
PL Mid-Cap Growth Fund ‘P’		2,246,260		19,272,907
PL Small-Cap Growth Fund ‘P’ *		1,170,085		15,550,433
PL Small-Cap Value Fund ‘P’		3,780,475		45,932,777
PL Real Estate Fund ‘P’		1,840,893		25,165,012
PL Emerging Markets Fund ‘P’		3,315,144		47,141,348
PL International Large-Cap Fund ‘P’		4,726,323		77,889,808
PL International Value Fund ‘P’		5,901,230		53,701,195
PL Currency Strategies Fund ‘P’ *		4,649,260		47,980,363
PL Global Absolute Return Fund ‘P’		5,932,862		60,455,859
PL Precious Metals Fund ‘P’		2,684,504		22,066,620
Total Affiliated Mutual Funds (Cost $1,093,739,058)				1,268,476,448
TOTAL INVESTMENTS - 99.9% (Cost $1,093,739,058)				1,268,476,448
OTHER ASSETS & LIABILITIES, NET - 0.1%				1,135,598
NET ASSETS - 100%				$1,269,612,046

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Affiliated Equity Funds	58.9%
Affiliated Fixed Income Funds	41.0%
	99.9%
Other Assets & Liabilities, Net	0.1%
	100.0%

	Shares		Value
AFFILIATED MUTUAL FUNDS - 100.0%
PL Inflation Managed Fund ‘P’		1,812,175		$17,650,585
PL Managed Bond Fund ‘P’		6,626,173		73,616,782
PL Short Duration Bond Fund ‘P’		1,370,059		13,864,997
PL Emerging Markets Debt Fund ‘P’		956,982		10,077,020
PL Comstock Fund ‘P’		5,492,506		79,092,093
PL Growth LT Fund ‘P’		1,204,374		16,776,930
PL Large-Cap Growth Fund ‘P’		4,356,212		45,304,606
PL Large-Cap Value Fund ‘P’		7,153,355		99,860,840
PL Main Street Core Fund ‘P’		6,099,301		74,411,470
PL Mid-Cap Equity Fund ‘P’		4,760,402		52,364,418
PL Mid-Cap Growth Fund ‘P’		2,646,299		22,705,243
PL Small-Cap Growth Fund ‘P’ *		1,324,613		17,604,103
PL Small-Cap Value Fund ‘P’		4,392,260		53,365,960
PL Real Estate Fund ‘P’		1,803,216		24,649,968
PL Emerging Markets Fund ‘P’		2,867,755		40,779,470
PL International Large-Cap Fund ‘P’		4,061,519		66,933,840
PL International Value Fund ‘P’		5,931,350		53,975,286
PL Currency Strategies Fund ‘P’ *		3,103,289		32,025,945
PL Global Absolute Return Fund ‘P’		3,993,332		40,692,054
PL Precious Metals Fund ‘P’		2,651,805		21,797,835
Total Affiliated Mutual Funds (Cost $711,497,179)				857,549,445
TOTAL INVESTMENTS - 100.0% (Cost $711,497,179)				857,549,445
OTHER ASSETS & LIABILITIES, NET - 0.0%				191,851
NET ASSETS - 100%				$857,741,296

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Affiliated Equity Funds	78.1%
Affiliated Fixed Income Funds	21.9%
	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 March 31, 2013:

		Total Value at March 31, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
PL Portfolio Optimization Moderate Fund
Assets	Affiliated Mutual Funds		$1,268,476,448		$1,268,476,448		$—		$—
PL Portfolio Optimization Moderate-Aggressive Fund
Assets	Affiliated Mutual Funds		$857,549,445		$857,549,445		$—		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-25

B-2

PACIFIC LIFE FUNDS

PL PORTFOLIO OPTIMIZATION AGGRESSIVE FUND

Schedule of Investments

March 31, 2013

	Shares		Value
AFFILIATED MUTUAL FUNDS - 100.0%
PL Managed Bond Fund ‘P’		653,990		$7,265,825
PL Comstock Fund ‘P’		1,687,560		24,300,862
PL Growth LT Fund ‘P’		351,672		4,898,798
PL Large-Cap Growth Fund ‘P’		1,340,499		13,941,188
PL Large-Cap Value Fund ‘P’		2,191,877		30,598,605
PL Main Street Core Fund ‘P’		1,869,292		22,805,365
PL Mid-Cap Equity Fund ‘P’		1,541,448		16,955,924
PL Mid-Cap Growth Fund ‘P’		1,136,891		9,754,522
PL Small-Cap Growth Fund ‘P’ *		834,879		11,095,542
PL Small-Cap Value Fund ‘P’		1,742,482		21,171,150
PL Real Estate Fund ‘P’		753,905		10,305,879
PL Emerging Markets Fund ‘P’		1,018,881		14,488,493
PL International Large-Cap Fund ‘P’		1,280,145		21,096,788
PL International Value Fund ‘P’		1,831,318		16,664,995
PL Currency Strategies Fund ‘P’ *		927,664		9,573,494
PL Global Absolute Return Fund ‘P’		1,188,857		12,114,457
PL Precious Metals Fund ‘P’		1,045,484		8,593,879
Total Affiliated Mutual Funds (Cost $196,485,321)				255,625,766
TOTAL INVESTMENTS - 100.0% (Cost $196,485,321)				255,625,766
OTHER ASSETS & LIABILITIES, NET - (0.0%)				(120,462	)
NET ASSETS - 100.0%				$255,505,304

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Affiliated Equity Funds	88.7%
Affiliated Fixed Income Funds	11.3%
	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 March 31, 2013:

		Total Value at March 31, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Affiliated Mutual Funds		$255,625,766		$255,625,766		$—		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-25

B-3

PACIFIC LIFE FUNDS

PL SHORT DURATION INCOME FUND

Schedule of Investments

March 31, 2013

	Principal Amount		Value
CORPORATE BONDS & NOTES - 77.2%
Consumer Discretionary - 11.9%
Carnival Corp (Panama) 1.200% due 02/05/16		$500,000		$501,029
DIRECTV Holdings LLC 3.125% due 02/15/16		1,000,000		1,050,430
DISH DBS Corp 4.625% due 07/15/17		200,000		208,500
Dollar General Corp 4.125% due 07/15/17		250,000		269,687
D.R. Horton Inc 3.625% due 02/15/18		500,000		506,250
Kia Motors Corp (South Korea) 3.625% due 06/14/16 ~		1,000,000		1,058,164
NBCUniversal Enterprise Inc 0.965% due 04/15/18 ~ §		1,000,000		998,043
Virgin Media Secured Finance PLC (United Kingdom) 6.500% due 01/15/18		250,000		267,500
Wyndham Worldwide Corp
2.500% due 03/01/18		750,000		755,443
2.950% due 03/01/17		250,000		257,590
				5,872,636
Energy - 6.4%
Korea National Oil Corp (South Korea) 3.125% due 04/03/17 ~		250,000		263,899
Murphy Oil Corp 2.500% due 12/01/17		500,000		502,844
Petrobras International Finance Co (Cayman) 2.875% due 02/06/15		1,000,000		1,023,318
Phillips 66 1.950% due 03/05/15		250,000		255,612
Pioneer Natural Resources Co 5.875% due 07/15/16		350,000		396,149
Rosneft Oil Co (Ireland) 3.149% due 03/06/17 ~		200,000		201,500
Transocean Inc (Cayman) 2.500% due 10/15/17		500,000		507,085
				3,150,407
Financials - 35.3%
American International Group Inc 2.375% due 08/24/15		1,000,000		1,026,397
Bank of America Corp 1.354% due 03/22/18 §		500,000		500,117
Bank of America NA 5.300% due 03/15/17		1,000,000		1,121,892
Berkshire Hathaway Inc 1.550% due 02/09/18		500,000		507,035
Capital One Financial Corp 2.150% due 03/23/15		750,000		765,750
Citigroup Inc 1.250% due 01/15/16		1,000,000		999,558
Commonwealth Bank of Australia (Australia) 1.950% due 03/16/15		250,000		256,045
Daimler Finance North America LLC 1.650% due 04/10/15 ~		1,000,000		1,012,339
ERP Operating LP REIT 5.200% due 04/01/13		250,000		250,000
Export-Import Bank of Korea (South Korea) 1.250% due 11/20/15		500,000		501,558
Ford Motor Credit Co LLC 3.000% due 06/12/17		1,000,000		1,026,992
General Electric Capital Corp 0.994% due 04/02/18 §		1,000,000		1,000,244
Health Care REIT Inc 2.250% due 03/15/18		250,000		252,681

	Principal Amount		Value
ING US Inc 2.900% due 02/15/18 ~		$1,000,000		$1,015,903
JPMorgan Chase & Co 1.100% due 10/15/15		1,000,000		1,002,044
Mack-Cali Realty LP REIT 2.500% due 12/15/17		1,000,000		1,014,407
Metropolitan Life Global Funding I 1.500% due 01/10/18 ~		750,000		754,482
Morgan Stanley 1.750% due 02/25/16		1,000,000		1,008,582
Nissan Motor Acceptance Corp 1.000% due 03/15/16 ~		1,000,000		999,871
SLM Corp 3.875% due 09/10/15		600,000		625,136
The Goldman Sachs Group Inc 1.600% due 11/23/15		1,000,000		1,009,808
The Korea Development Bank (South Korea) 1.000% due 01/22/16		500,000		496,563
WT Finance Australia Property Ltd (Multi-National) 5.125% due 11/15/14 ~		250,000		266,490
				17,413,894
Health Care - 1.6%
AbbVie Inc 1.200% due 11/06/15 ~		500,000		504,205
Express Scripts Holding Co 2.100% due 02/12/15		250,000		255,510
				759,715
Industrials - 8.6%
Air Lease Corp 6.125% due 04/01/17		500,000		543,750
Avis Budget Car Rental LLC 2.790% due 05/15/14 §		100,000		100,501
Delta Air Lines Pass-Through Trust ‘A’ 4.750% due 05/07/21		750,000		811,875
ERAC USA Finance LLC 1.400% due 04/15/16 ~		500,000		503,327
Hutchison Whampoa International 12 II Ltd (Cayman) 2.000% due 11/08/17 ~		500,000		505,530
International Lease Finance Corp
3.875% due 04/15/18		250,000		250,156
5.650% due 06/01/14		250,000		262,187
Penske Truck Leasing Co LP 2.875% due 07/17/18 ~		500,000		510,720
Pentair Finance SA (Luxembourg) 1.350% due 12/01/15 ~		500,000		501,028
United Rentals North America Inc 5.750% due 07/15/18		250,000		272,188
				4,261,262
Information Technology - 2.6%
Arrow Electronics Inc 3.000% due 03/01/18		750,000		757,851
Computer Sciences Corp 2.500% due 09/15/15		250,000		256,898
The Western Union Co 2.375% due 12/10/15		250,000		254,601
				1,269,350
Materials - 8.7%
Alphabet Holding Co Inc 7.750% due 11/01/17 ~		200,000		209,000
ArcelorMittal (Luxembourg) 4.250% due 02/25/15		350,000		361,977
Ashland Inc 3.875% due 04/15/18 ~		500,000		508,125
Cliffs Natural Resources Inc 3.950% due 01/15/18		500,000		502,776

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-25

B-4

PACIFIC LIFE FUNDS

PL SHORT DURATION INCOME FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
FMG Resources Property Ltd (Australia) 6.000% due 04/01/17 ~		$500,000		$516,250
Freeport-McMoRan Copper & Gold Inc 1.400% due 02/13/15		1,000,000		1,007,705
Graphic Packaging International Inc 7.875% due 10/01/18		150,000		166,125
Xstrata Finance Canada Ltd (Canada) 1.800% due 10/23/15 ~		1,000,000		1,011,995
				4,283,953
Telecommunication Services - 2.1%
CC Holdings GS V LLC 2.381% due 12/15/17 ~		500,000		504,013
Intelsat Jackson Holdings SA (Luxemburg) 7.250% due 10/15/20		500,000		551,250
				1,055,263
Total Corporate Bonds & Notes (Cost $37,671,159)				38,066,480
SENIOR LOAN NOTES - 17.9%
Consumer Discretionary - 2.4%
Aramark Corp Term D 4.000% due 08/22/19 §		250,000		253,013
Capital Automotive LP Tranche B 5.250% due 03/11/17 §		228,703		230,311
Lord & Taylor Holdings LLC 5.750% due 01/11/19 §		179,627		181,798
Renfro Corp Term B 5.750% due 01/30/19 §		250,000		253,750
Wendy’s International Inc 4.750% due 05/15/19 §		248,750		251,770
				1,170,642
Consumer Staples - 0.5%
Reynolds Group Holdings 4.750% due 09/28/18 §		248,750		252,659
Energy - 1.6%
Chesapeake Energy Corp 5.750% due 12/02/17 §		500,000		516,339
EP Energy LLC Tranche B-1 5.000% due 05/24/18 §		250,000		253,237
				769,576
Financials - 0.8%
Nuveen Investments Inc Tranche A (1st Lien) 5.204% due 05/13/17 §		250,000		254,844
Stockbridge/SBE Holdings Tranche B due 05/02/17 µ		130,000		141,375
				396,219
Health Care - 3.0%
ATI Holdings Inc 5.750% due 12/20/19 §		498,750		507,166
Bausch & Lomb Inc 5.250% due 05/17/19 §		248,125		250,805
Hologic Inc Tranche B 4.500% due 08/01/19 §		248,750		252,507
Valeant Pharmaceuticals International Inc Series C-1 Tranche B 3.500% due 12/11/19 §		249,375		252,596

	Principal Amount		Value
Warner Chilcott Co LLC
Term B-1 4.250% due 03/15/18 §		$36,703		$37,253
Term B-2 4.250% due 03/15/18 §		29,877		30,325
Warner Chilcott Corp Term B-1 4.250% due 03/15/18 §		84,314		85,579
WC Luxco SARL Term B-3 4.250% due 03/15/18 §		66,441		67,437
				1,483,668
Industrials - 5.1%
AWAS Finance Luxembourg SARL 3.500% due 06/10/16 §		215,509		218,741
Term B due 06/10/16 µ		291,699		296,074
Bombardier Recreational Products Inc Term B 5.000% due 01/30/19 §		250,000		252,787
CSC Holdings LLC Term B-2 (Incremental Extended) 1.954% due 03/29/16 §		985,322		990,657
Flying Fortress Inc 5.000% due 06/30/17 §		250,000		251,563
Hamilton Sundstrand 4.000% due 12/13/19 §		498,750		502,713
				2,512,535
Materials - 2.0%
Eagle Spinco Inc Term B due 01/28/17 µ		250,000		252,500
FMG Resources Property Ltd 5.250% due 10/18/17 §		497,500		503,985
Tronox Pigments BV (Netherlands) Term B due 07/31/20 µ		250,000		253,984
				1,010,469
Telecommunication Services - 2.5%
Telesat Canada Term B 5.500% due 03/28/19 §		248,747		251,077
Windstream Corp Term B-3 4.000% due 08/08/19 §		744,997		754,309
Tranche B-4 3.500% due 01/23/20 §		249,375		252,180
				1,257,566
Total Senior Loan Notes (Cost $8,717,391)				8,853,334
U.S. TREASURY OBLIGATIONS - 1.5%
U.S. Treasury Notes - 1.5%
0.250% due 11/30/13		50,000		50,041
0.250% due 02/28/15		500,000		500,118
0.875% due 11/30/16		175,000		177,488
Total U.S. Treasury Obligations (Cost $725,376)				727,647

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-25

B-5

PACIFIC LIFE FUNDS

PL SHORT DURATION INCOME FUND

Schedule of Investments (Continued)

March 31, 2013

	Shares		Value
SHORT-TERM INVESTMENT - 6.4%
Money Market Fund - 6.4%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		3,139,372		$3,139,372
Total Short-Term Investment (Cost $3,139,372)				3,139,372
TOTAL INVESTMENTS - 103.0% (Cost $50,253,298)				50,786,833
OTHER ASSETS & LIABILITIES, NET - (3.0%)				(1,462,639	)
NET ASSETS - 100.0%				$49,324,194

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Corporate Bonds & Notes	77.2%
Senior Loan Notes	17.9%
Short-Term Investment	6.4%
Others (each less than 3.0%)	1.5%
	103.0%
Other Assets & Liabilities, Net	(3.0%	)
	100.0%

(b) As of March 31, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows (Unaudited):

AA / U.S. Government & Agency Issues	6.8%
A	23.1%
BBB	45.7%
BB	14.3%
B	9.0%
Not Rated	1.1%
	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 March 31, 2013:

		Total Value at March 31, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$38,066,480		$—		$37,254,605		$811,875
	Senior Loan Notes		8,853,334		—		8,853,334		—
	U.S. Treasury Obligations		727,647		—		727,647		—
	Short-Term Investment		3,139,372		3,139,372		—		—
	Total		$50,786,833		$3,139,372		$46,835,586		$811,875

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 year ended March 31, 2013:

	Corporate Bonds & Notes
Value, Beginning of Year		$—
Purchases		788,813
Sales		—
Accrued Discounts (Premiums)		(1,153	)
Net Realized Gains (Losses)		—
Change in Net Unrealized Appreciation		24,215
Transfers In		—
Transfers Out		—
Value, End of Year		$811,875
Change in Net Unrealized Appreciation on Level 3 Investments Held at the End of Year, if Applicable		$24,215

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 B-25

B-6

PACIFIC LIFE FUNDS

PL INCOME FUND

Schedule of Investments

March 31, 2013

	Principal Amount		Value
CORPORATE BONDS & NOTES - 72.9%
Consumer Discretionary - 9.6%
Cedar Fair LP 5.250% due 03/15/21 ~		$2,500,000		$2,493,750
Comcast Corp 4.650% due 07/15/42		1,750,000		1,791,223
Cox Communications Inc 4.700% due 12/15/42 ~		2,000,000		1,979,596
DIRECTV Holdings LLC 2.400% due 03/15/17		9,000,000		9,243,135
D.R. Horton Inc 3.625% due 02/15/18		2,000,000		2,025,000
Hyatt Hotels Corp 3.875% due 08/15/16		3,000,000		3,199,962
6.875% due 08/15/19 ~		1,750,000		2,087,678
Kia Motors Corp (South Korea) 3.625% due 06/14/16 ~		5,000,000		5,290,820
Marriott International Inc 3.000% due 03/01/19		4,000,000		4,197,784
MDC Holdings Inc 6.000% due 01/15/43		2,500,000		2,491,183
MGM Resorts International 6.750% due 10/01/20 ~		3,000,000		3,187,500
Mohawk Industries Inc 3.850% due 02/01/23		5,000,000		5,111,660
NVR Inc 3.950% due 09/15/22		4,000,000		4,116,788
Six Flags Entertainment Corp 5.250% due 01/15/21 ~		3,000,000		3,011,250
Wyndham Worldwide Corp 2.950% due 03/01/17		6,000,000		6,182,160
				56,409,489
Consumer Staples - 2.5%
Hawk Acquisition Sub Inc 4.250% due 10/15/20 ~		1,300,000		1,303,250
Reynolds Group Issuer Inc 5.750% due 10/15/20		2,500,000		2,553,125
SABMiller Holdings Inc 2.450% due 01/15/17 ~		8,000,000		8,338,496
Spectrum Brands Escrow Corp 6.625% due 11/15/22 ~		2,500,000		2,718,750
				14,913,621
Energy - 9.1%
Cimarex Energy Co 5.875% due 05/01/22		3,000,000		3,232,500
DCP Midstream Operating LP 3.875% due 03/15/23		3,300,000		3,327,103
Korea National Oil Corp (South Korea) 3.125% due 04/03/17 ~		4,000,000		4,222,376
MarkWest Energy Partners LP 4.500% due 07/15/23		2,500,000		2,450,000
Newfield Exploration Co 5.750% due 01/30/22		2,000,000		2,150,000
ONEOK Partners LP 2.000% due 10/01/17		5,500,000		5,566,330
Peabody Energy Corp 6.000% due 11/15/18		2,250,000		2,399,063
Petrobras International Finance Co (Cayman) 5.375% due 01/27/21		3,000,000		3,253,848
Pioneer Natural Resources Co 3.950% due 07/15/22		4,000,000		4,187,292
5.875% due 07/15/16		4,000,000		4,527,416
Plains Exploration & Production Co 6.875% due 02/15/23		1,750,000		1,990,625
Sabine Pass Liquefaction LLC 5.625% due 02/01/21 ~		1,500,000		1,558,125

	Principal Amount		Value
Samson Investment Co 9.750% due 02/15/20 ~		$1,000,000		$1,067,500
The Williams Cos Inc 3.700% due 01/15/23		6,000,000		5,972,760
Transocean Inc (Cayman) 2.500% due 10/15/17		7,500,000		7,606,268
				53,511,206
Financials - 27.8%
American International Group Inc 2.375% due 08/24/15		3,000,000		3,079,191
Bank of America Corp 1.354% due 03/22/18 §		4,500,000		4,501,048
Bank of America NA 5.300% due 03/15/17		8,200,000		9,199,514
Berkshire Hathaway Finance Corp 1.600% due 05/15/17		6,000,000		6,127,710
Capital One Financial Corp 2.150% due 03/23/15		5,000,000		5,105,000
Carlyle Holdings Finance LLC 3.875% due 02/01/23 ~		4,000,000		4,108,520
Corrections Corp of America REIT 4.125% due 04/01/20 ~		500,000		511,875
Duke Realty LP REIT 4.375% due 06/15/22		6,250,000		6,664,569
Export-Import Bank of Korea (South Korea) 1.250% due 11/20/15		4,500,000		4,514,022
Ford Motor Credit Co LLC 3.000% due 06/12/17		6,000,000		6,161,952
4.250% due 09/20/22		5,000,000		5,183,435
General Electric Capital Corp 0.994% due 04/02/18 §		3,000,000		3,000,732
2.100% due 12/11/19		8,000,000		8,150,520
Health Care REIT Inc 3.750% due 03/15/23		5,000,000		5,045,895
Host Hotels & Resorts LP REIT 3.750% due 10/15/23		5,000,000		5,032,050
Hyundai Capital America 2.125% due 10/02/17 ~		6,000,000		6,057,924
ING US Inc 2.900% due 02/15/18 ~		6,000,000		6,095,418
JPMorgan Chase & Co 3.250% due 09/23/22		6,250,000		6,257,556
Kilroy Realty LP REIT 3.800% due 01/15/23		5,000,000		5,134,945
KKR Group Finance Co II LLC 5.500% due 02/01/43 ~		1,175,000		1,137,456
Liberty Mutual Group Inc 4.950% due 05/01/22 ~		6,500,000		7,145,138
Mack-Cali Realty LP REIT 2.500% due 12/15/17		6,000,000		6,086,442
Morgan Stanley 3.750% due 02/25/23		1,000,000		1,013,615
Neuberger Berman Group LLC 5.625% due 03/15/20 ~		3,500,000		3,683,750
Nissan Motor Acceptance Corp 1.000% due 03/15/16 ~		3,000,000		2,999,613
Prudential Financial Inc 5.200% due 03/15/44 §		3,000,000		3,027,786
Raymond James Financial Inc 5.625% due 04/01/24		4,000,000		4,571,732
Realty Income Corp REIT 2.000% due 01/31/18		5,500,000		5,544,555
The Goldman Sachs Group Inc 1.600% due 11/23/15		4,000,000		4,039,232
2.375% due 01/22/18		6,000,000		6,091,428
The Korea Development Bank (South Korea) 1.500% due 01/22/18		5,000,000		4,942,605
Vornado Realty LP REIT 5.000% due 01/15/22		6,500,000		7,218,478

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-25

B-7

PACIFIC LIFE FUNDS

PL INCOME FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
WEA Finance LLC 3.375% due 10/03/22 ~		$6,000,000		$6,122,472
Wells Operating Partnership II LP REIT 5.875% due 04/01/18		750,000		815,923
				164,372,101
Industrials - 7.9%
Air Lease Corp 6.125% due 04/01/17		7,500,000		8,156,250
American Airlines Pass-Through Trust ‘A’ 4.000% due 07/15/25 ~		1,900,000		1,932,063
Delta Air Lines Pass-Through Trust ‘A’ 4.750% due 05/07/21		8,000,000		8,660,000
Hutchison Whampoa International 12 II Ltd (Cayman) 2.000% due 11/08/17 ~		5,000,000		5,055,295
International Lease Finance Corp 3.875% due 04/15/18		1,750,000		1,751,094
7.125% due 09/01/18 ~		1,000,000		1,180,000
Owens Corning 4.200% due 12/15/22		5,000,000		5,127,260
6.500% due 12/01/16		305,000		343,700
Penske Truck Leasing Co LP 4.250% due 01/17/23 ~		4,500,000		4,544,690
United Rentals North America Inc 5.750% due 07/15/18		4,000,000		4,355,000
US Airways Pass-Through Trust ‘A’ 4.625% due 06/03/25		5,000,000		5,246,875
				46,352,227
Information Technology - 0.7%
Arrow Electronics Inc 3.000% due 03/01/18		4,000,000		4,041,872
Materials - 11.3%
Alphabet Holding Co Inc 7.750% due 11/01/17 ~		2,200,000		2,299,000
ArcelorMittal (Luxembourg) 6.000% due 03/01/21		3,025,000		3,187,176
Ardagh Packaging Finance PLC (Ireland) 7.375% due 10/15/17 ~		2,750,000		3,021,563
Ashland Inc 3.875% due 04/15/18 ~		2,500,000		2,540,625
Cliffs Natural Resources Inc 3.950% due 01/15/18		3,750,000		3,770,816
Domtar Corp 4.400% due 04/01/22		5,000,000		5,001,830
FMG Resources Property Ltd (Australia) 6.000% due 04/01/17 ~		3,500,000		3,613,750
Freeport-McMoran Copper & Gold Inc 3.875% due 03/15/23 ~		8,000,000		8,045,072
Graphic Packaging International Inc 7.875% due 10/01/18		3,000,000		3,322,500
LyondellBasell Industries NV (Netherlands) 5.000% due 04/15/19		2,500,000		2,837,500
Rock-Tenn Co 3.500% due 03/01/20		7,000,000		7,170,660
RPM International Inc 3.450% due 11/15/22		4,000,000		3,975,568
Samarco Mineracao SA (Brazil) 4.125% due 11/01/22 ~		4,000,000		3,902,000
Sealed Air Corp 8.375% due 09/15/21 ~		2,000,000		2,300,000
Southern Copper Corp 5.250% due 11/08/42		2,000,000		1,906,776
Tronox Finance LLC 6.375% due 08/15/20 ~		2,000,000		1,947,500

	Principal Amount		Value
Vale SA (Brazil) 5.625% due 09/11/42		$2,000,000		$1,991,732
Xstrata Finance Canada Ltd (Canada) 4.000% due 10/25/22 ~		6,000,000		6,059,328
				66,893,396
Telecommunication Services - 1.6%
CC Holdings GS V LLC 3.849% due 04/15/23 ~		5,000,000		5,051,500
Lynx I Corp 5.375% due 04/15/21 ~		3,000,000		3,135,000
SES (Luxembourg) 3.600% due 04/04/23 ~		1,300,000		1,310,869
				9,497,369
Utilities - 2.4%
American Electric Power Co Inc 1.650% due 12/15/17		5,000,000		5,024,800
Duke Energy Corp 1.625% due 08/15/17		6,000,000		6,062,052
NRG Energy Inc 6.625% due 03/15/23 ~		3,000,000		3,195,000
				14,281,852
Total Corporate Bonds & Notes (Cost $421,760,614)				430,273,133
SENIOR LOAN NOTES - 20.0%
Consumer Discretionary - 3.3%
Acosta Inc Term D 5.000% due 03/02/18 §		1,746,250		1,770,261
Capital Automotive LP Tranche B 5.250% due 03/11/17 §		2,717,682		2,736,790
ClubCorp Club Operations Inc Term B 5.000% due 11/30/16 §		1,424,797		1,450,621
Getty Images Inc (Initial) 4.750% due 10/18/19 §		3,491,250		3,548,294
Lord & Taylor Holdings LLC 5.750% due 01/11/19 §		2,158,231		2,184,308
Seven Sea Cruises S DE RL Term B-1 4.750% due 12/21/18 §		1,975,000		2,004,625
The Goodyear Tire & Rubber Co (2nd Lien) 4.750% due 04/30/19 §		2,000,000		2,024,984
The Neiman Marcus Group Inc 4.000% due 05/16/18 §		2,000,000		2,009,500
Wendy’s International Inc 4.750% due 05/15/19 §		1,990,000		2,014,156
				19,743,539
Consumer Staples - 2.7%
Albertson’s LLC Term B due 02/20/16 µ		1,983,333		2,019,636
BJ’s Wholesale Club Inc (1st Lien) 4.250% due 09/26/19 §		2,992,500		3,024,295
Del Monte Foods Co (Initial) 4.000% due 03/08/18 §		4,120,707		4,161,485
Pinnacle Foods Finance LLC Tranche E 4.750% due 10/17/18 §		2,970,000		3,001,292
Sprouts Farmers Markets Holdings LLC
(Initial)
6.000% due 04/18/18 §		1,969,868		1,988,335
(Term 1)
6.000% due 04/18/18 §		992,500		999,944
SUPERVALU Inc due 12/31/20 µ		1,000,000		1,018,839
				16,213,826

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-25

B-8

PACIFIC LIFE FUNDS

PL INCOME FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
Energy - 0.9%
EP Energy LLC
Tranche B-1
5.000% due 05/24/18 §		$2,500,000		$2,532,365
Tranche B-2
4.500% due 04/30/19 §		1,000,000		1,014,250
Samson Investment Co (Initial 2nd Lien) 6.000% due 09/25/18 §		1,500,000		1,521,750
				5,068,365
Financials - 1.9%
First Data Corp Term B 5.204% due 09/24/18 §		2,500,000		2,523,177
Nuveen Investment Inc Tranche A (1st Lien) 5.204% due 05/13/17 §		4,000,000		4,077,500
Realogy Corp Term B 4.500% due 02/12/20 §		1,500,000		1,522,969
Stockbridge/SBE Holdings LLC Tranche B due 05/02/17 µ		1,000,000		1,087,500
13.000% due 05/02/17		1,900,000		2,066,250
				11,277,396
Health Care - 3.2%
American Renal Holdings Inc Term B (1st Lien) 4.500% due 08/20/19 §		1,500,000		1,506,562
Bausch & Lomb Inc 5.250% due 05/17/19 §		2,977,500		3,009,657
Capsugel Holdings US Inc (Initial) 4.750% due 08/01/18 §		3,703,815		3,770,176
DaVita Inc Tranche B-2 4.000% due 11/01/19 §		2,992,500		3,027,336
Hologic Inc Tranche B 4.500% due 08/01/19 §		2,487,500		2,525,071
Pharmaceutical Product Development Inc 4.250% due 12/05/18 §		1,496,250		1,517,292
Valeant Pharmaceuticals International Series C-1 Tranche B 3.500% due 12/11/19 §		3,491,250		3,536,346
				18,892,440
Industrials - 3.6%
AlixPartners LLP Term B-2 4.500% due 06/30/19 §		1,985,025		2,008,184
Bombardier Recreational Products Inc Term B 5.000% due 01/30/19 §		3,000,000		3,033,438
CSC Holdings LLC (Extended B-2) 1.954% due 03/29/16 §		4,583,496		4,608,311
Hamilton Sundstrand 4.000% due 12/13/19 §		2,992,500		3,016,278
Rexnord LLC Term B 4.500% due 04/01/18 §		2,238,750		2,265,792
Tomkins Air (Initial 1st Lien) 5.000% due 11/09/18 §		2,992,500		3,041,128
WESCO Distribution Inc Tranche B-1 4.500% due 12/12/19 §		2,992,500		3,025,792
				20,998,923
Materials - 0.9%
Berry Plastics Corp Term D 3.500% due 02/10/20 §		3,000,000		2,998,662
FMG Resources Property Ltd (Australia) 5.250% due 10/18/17 §		1,990,000		2,015,942
				5,014,604

	Principal Amount		Value
Telecommunication Services - 3.5%
Cricket Communications Inc 4.750% due 10/01/19 §		$2,493,750		$2,513,234
Intelsat Jackson Holding SA Tranche B-1 4.500% due 04/02/18 §		2,976,203		3,026,426
Level 3 Financing Inc
Tranche B
5.250% due 08/01/19 §		2,500,000		2,534,688
Tranche B-II
4.750% due 08/01/19 §		1,500,000		1,518,906
Telesat Canada Term B 5.500% due 03/28/19 §		2,979,987		3,007,907
WaveDivision Holdings LLC (Initial) 4.000% due 10/12/19 §		2,743,125		2,787,632
Windstream Corp Term B-3 4.000% due 08/08/19 §		5,461,237		5,529,503
				20,918,296
Total Senior Loan Notes (Cost $116,424,262)				118,127,389
U.S. TREASURY OBLIGATIONS - 3.5%
U.S. Treasury Bonds - 1.0%
2.750% due 11/15/42		1,500,000		1,393,595
3.000% due 05/15/42		2,000,000		1,962,500
3.750% due 08/15/41		2,000,000		2,266,250
				5,622,345
U.S. Treasury Notes - 2.5%
0.250% due 10/31/14		5,000,000		5,002,930
0.250% due 02/28/15		5,000,000		5,001,175
0.375% due 04/15/15		5,000,000		5,011,720
				15,015,825
Total U.S. Treasury Obligations (Cost $20,685,304)				20,638,170
	Shares
SHORT-TERM INVESTMENT - 4.9%
Money Market Fund - 4.9%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		28,771,890		28,771,890
Total Short-Term Investment (Cost $28,771,890)				28,771,890
TOTAL INVESTMENTS - 101.3% (Cost $587,642,070)				597,810,582
OTHER ASSETS & LIABILITIES, NET - (1.3%)				(7,591,423	)
NET ASSETS - 100.0%				$590,219,159

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Corporate Bonds & Notes	72.9%
Senior Loan Notes	20.0%
Short-Term Investment	4.9%
U.S. Treasury Obligations	3.5%
	101.3%
Other Assets & Liabilities, Net	(1.3%	)
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-25

B-9

PACIFIC LIFE FUNDS

PL INCOME FUND

Schedule of Investments (Continued)

March 31, 2013

(b) As of March 31, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows (Unaudited):

AA / U.S. Government & Agency Issues	6.7%
A	12.9%
BBB	44.7%
BB	17.8%
B	16.1%
Not Rated	1.8%
	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 March 31, 2013:

		Total Value at March 31, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$430,273,133		$—		$414,434,195		$15,838,938
	Senior Loan Notes		118,127,389		—		118,127,389		—
	U.S. Treasury Obligations		20,638,170		—		20,638,170		—
	Short-Term Investment		28,771,890		28,771,890		—		—
	Total		$597,810,582		$28,771,890		$553,199,754		$15,838,938

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 year ended March 31, 2013:

	Corporate Bonds & Notes
Value, Beginning of Year		$525,000
Purchases		15,270,750
Sales		(531,978	)
Accrued Discounts (Premiums)		(13,881	)
Net Realized Gains		31,978
Change in Net Unrealized Appreciation		557,069
Transfers In		—
Transfers Out		—
Value, End of Year		$15,838,938
Change in Net Unrealized Appreciation on Level 3 Investments Held at the End of Year, if Applicable		$582,069

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 B-25

B-10

PACIFIC LIFE FUNDS

PL STRATEGIC INCOME FUND

Schedule of Investments

March 31, 2013

	Shares		Value
COMMON STOCKS - 1.4%
Consumer Discretionary - 0.4%
Family Dollar Stores Inc		1,400		$82,670
Las Vegas Sands Corp		2,350		132,423
MGM Resorts International *		1,900		24,985
				240,078
Energy - 0.1%
Peabody Energy Corp		3,000		63,450
Industrials - 0.2%
Kansas City Southern		400		44,360
United Rentals Inc *		900		49,473
				93,833
Materials - 0.5%
Freeport-McMoRan Copper & Gold Inc		3,400		112,540
Sealed Air Corp		5,500		132,605
				245,145
Utilities - 0.2%
NRG Energy Inc		3,500		92,715
Total Common Stocks (Cost $678,190)				735,221
	Principal Amount
CORPORATE BONDS & NOTES - 84.8%
Consumer Discretionary - 16.8%
99 Cents Only Stores 11.000% due 12/15/19		$100,000		115,250
Beazer Homes USA Inc
7.250% due 02/01/23 ~		150,000		153,750
9.125% due 06/15/18		250,000		270,000
Boyd Gaming Corp 9.000% due 07/01/20 ~		250,000		261,250
Burlington Holdings LLC 9.000% due 02/15/18 ~		250,000		255,000
Caesars Entertainment Operating Co Inc 11.250% due 06/01/17 ~		100,000		106,875
Caesars Operating Escrow LLC 9.000% due 02/15/20 ~		100,000		101,125
Cedar Fair LP 5.250% due 03/15/21 ~		300,000		299,250
Cequel Communications Holdings I LLC 6.375% due 09/15/20 ~		200,000		208,500
CityCenter Holdings LLC 7.625% due 01/15/16		100,000		107,875
Clear Channel Worldwide Holdings Inc 6.500% due 11/15/22 ~		182,000		192,920
Coinstar Inc 6.000% due 03/15/19 ~		100,000		102,500
Dana Holding Corp 6.500% due 02/15/19		200,000		215,500
Griffey Intermediate Inc 7.000% due 10/15/20 ~		200,000		205,000
Hyatt Hotels Corp 6.875% due 08/15/19 ~		100,000		119,296
Jaguar Land Rover Automotive PLC (United Kingdom) 8.125% due 05/15/21 ~		200,000		226,000
Jo-Ann Stores Holdings Inc 9.750% due 10/15/19 ~		200,000		211,000

	Principal Amount		Value
Jo-Ann Stores Inc 8.125% due 03/15/19 ~		$300,000		$315,000
L Brands Inc 5.625% due 02/15/22		250,000		266,250
Landry’s Holdings II Inc 10.250% due 01/01/18 ~		250,000		263,125
Lennar Corp 4.750% due 11/15/22 ~		200,000		196,500
Lynx II Corp 6.375% due 04/15/23 ~		400,000		421,000
MCE Finance Ltd (Cayman) 5.000% due 02/15/21 ~		250,000		253,125
MDC Holdings Inc 6.000% due 01/15/43		250,000		249,118
MGM Resorts International
6.625% due 12/15/21		200,000		210,000
6.750% due 10/01/20 ~		200,000		212,500
Mohawk Industries Inc 3.850% due 02/01/23		500,000		511,166
NCL Corp Ltd (Bermuda) 5.000% due 02/15/18 ~		100,000		102,375
NPC International Inc 10.500% due 01/15/20		150,000		175,500
NVR Inc 3.950% due 09/15/22		250,000		257,299
Petco Holdings Inc 8.500% due 10/15/17 ~		350,000		362,687
Six Flags Entertainment Corp 5.250% due 01/15/21 ~		350,000		351,312
The Goodyear Tire & Rubber Co 6.500% due 03/01/21		100,000		103,625
The Ryland Group Inc 5.375% due 10/01/22		100,000		102,500
The ServiceMaster Co 8.000% due 02/15/20		200,000		215,500
Toll Brothers Finance Corp 6.750% due 11/01/19		400,000		468,920
Wolverine World Wide Inc 6.125% due 10/15/20 ~		250,000		266,562
Wyndham Worldwide Corp 3.900% due 03/01/23		350,000		352,100
				8,807,255
Consumer Staples - 1.9%
Hawk Acquisition Sub Inc 4.250% due 10/15/20 ~		100,000		100,250
Reynolds Group Issuer Inc
8.500% due 05/15/18		350,000		369,688
9.875% due 08/15/19		200,000		219,750
Spectrum Brands Escrow Corp 6.375% due 11/15/20 ~		100,000		107,625
U.S. Foods Inc 8.500% due 06/30/19 ~		200,000		213,250
				1,010,563
Energy - 14.9%
Alpha Natural Resources Inc 9.750% due 04/15/18		250,000		269,375
Antero Resources Finance Corp 6.000% due 12/01/20 ~		350,000		367,500
Arch Coal Inc 7.250% due 06/15/21		250,000		225,625
Atlas Pipeline Partners LP 6.625% due 10/01/20 ~		200,000		209,500
Basic Energy Services Inc 7.750% due 02/15/19		300,000		308,250
Cimarex Energy Co 5.875% due 05/01/22		100,000		107,750
Concho Resources Inc 5.500% due 10/01/22		350,000		365,750

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-25

B-11

PACIFIC LIFE FUNDS

PL STRATEGIC INCOME FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
DCP Midstream Operating LP 3.875% due 03/15/23		$350,000		$352,875
Energy Transfer Partners LP 3.600% due 02/01/23		250,000		249,475
EP Energy LLC
7.750% due 09/01/22		200,000		222,000
9.375% due 05/01/20		100,000		116,000
EV Energy Partners LP 8.000% due 04/15/19		150,000		159,000
Exterran Partners LP 6.000% due 04/01/21 ~		100,000		99,875
Genesis Energy LP 5.750% due 02/15/21 ~		100,000		103,437
Halcon Resources Corp 8.875% due 05/15/21 ~		350,000		378,875
Hornbeck Offshore Services Inc 5.000% due 03/01/21 ~		100,000		99,500
Kodiak Oil & Gas Corp (Canada) 5.500% due 01/15/21 ~		200,000		209,750
Linn Energy LLC 6.250% due 11/01/19 ~		400,000		411,000
Lukoil International Finance BV (Netherlands) 6.356% due 06/07/17 ~		100,000		114,090
MarkWest Energy Partners LP 4.500% due 07/15/23		350,000		343,000
MEG Energy Corp (Canada)
6.375% due 01/30/23 ~		100,000		104,500
6.500% due 03/15/21 ~		150,000		160,500
Newfield Exploration Co 5.625% due 07/01/24		100,000		103,500
Northern Tier Energy LLC 7.125% due 11/15/20 ~		100,000		106,500
Peabody Energy Corp 6.000% due 11/15/18		250,000		266,563
Petrobras International Finance Co (Cayman) 5.375% due 01/27/21		200,000		216,923
Pioneer Natural Resources Co 3.950% due 07/15/22		250,000		261,706
Plains Exploration & Production Co 6.875% due 02/15/23		250,000		284,375
Sabine Pass LNG LP
6.500% due 11/01/20 ~		250,000		264,375
7.500% due 11/30/16		100,000		111,000
Samson Investment Co 9.750% due 02/15/20 ~		350,000		373,625
SESI LLC 6.375% due 05/01/19		250,000		270,000
Tervita Corp (Canada) 8.000% due 11/15/18 ~		150,000		155,344
The Williams Cos Inc 3.700% due 01/15/23		250,000		248,865
Transocean Inc (Cayman) 3.800% due 10/15/22		200,000		197,555
				7,837,958
Financials - 14.2%
Bank of America Corp 3.300% due 01/11/23		400,000		395,536
BRE Properties Inc REIT 3.375% due 01/15/23		250,000		248,960
Carlyle Holdings Finance LLC 3.875% due 02/01/23 ~		250,000		256,783
CBRE Services Inc 5.000% due 03/15/23		100,000		101,625
Corrections Corp of America REIT 4.125% due 04/01/20 ~		100,000		102,375
Duke Realty LP REIT 4.375% due 06/15/22		250,000		266,583

	Principal Amount		Value
First Data Corp
6.750% due 11/01/20 ~		$100,000		$104,750
7.375% due 06/15/19 ~		100,000		106,875
10.625% due 06/15/21 ~		100,000		101,625
Ford Motor Credit Co LLC 4.250% due 09/20/22		450,000		466,509
Health Care REIT Inc 3.750% due 03/15/23		350,000		353,213
Host Hotels & Resorts LP REIT 3.750% due 10/15/23		500,000		503,205
Igloo Holdings Corp 8.250% due 12/15/17 ~		250,000		259,375
ING US Inc 2.900% due 02/15/18 ~		400,000		406,361
Jefferies Finance LLC 7.375% due 04/01/20 ~		200,000		204,500
Kilroy Realty LP REIT 3.800% due 01/15/23		250,000		256,747
KKR Group Finance Co II LLC 5.500% due 02/01/43 ~		325,000		314,616
Liberty Mutual Group Inc 4.950% due 05/01/22 ~		250,000		274,813
Mack-Cali Realty LP REIT 2.500% due 12/15/17		200,000		202,881
Neuberger Berman Group LLC 5.875% due 03/15/22 ~		250,000		265,625
Nuveen Investments Inc 9.125% due 10/15/17 ~		300,000		311,250
Post Apartment Homes LP 3.375% due 12/01/22		250,000		253,222
Prudential Financial Inc 5.200% due 03/15/44 §		300,000		302,779
Raymond James Financial Inc 5.625% due 04/01/24		350,000		400,026
Realty Income Corp REIT 3.250% due 10/15/22		250,000		245,466
Regions Bank 6.450% due 06/26/37		280,000		304,500
RHP Hotel Properties LP REIT 5.000% due 04/15/21 ~		50,000		50,000
UDR Inc REIT 4.625% due 01/10/22		250,000		275,302
Vornado Realty LP REIT 5.000% due 01/15/22		100,000		111,053
				7,446,555
Health Care - 2.4%
Biomet Inc 6.500% due 08/01/20 ~		300,000		319,500
CDRT Holding Corp 9.250% due 10/01/17 ~		100,000		104,250
DJO Finance LLC 7.750% due 04/15/18		100,000		102,500
HCA Holdings Inc 6.250% due 02/15/21		250,000		267,187
Jaguar Holding Co I 9.375% due 10/15/17 ~		100,000		107,875
Prospect Medical Holdings Inc 8.375% due 05/01/19 ~		250,000		267,500
Vanguard Health Holding Co II LLC 8.000% due 02/01/18		100,000		107,000
				1,275,812
Industrials - 7.7%
ADS Waste Holdings Inc 8.250% due 10/01/20 ~		350,000		378,875
Air Lease Corp
4.750% due 03/01/20		150,000		154,500
6.125% due 04/01/17		200,000		217,500

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-25

B-12

PACIFIC LIFE FUNDS

PL STRATEGIC INCOME FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
American Airlines Pass-Through Trust ‘B’ 5.625% due 01/15/21 ~		$200,000		$202,500
BC Mountain LLC 7.000% due 02/01/21 ~		100,000		106,250
Bombardier Inc (Canada)
5.750% due 03/15/22 ~		100,000		103,125
6.125% due 01/15/23 ~		100,000		104,250
Delta Air Lines Pass-Through Trust ‘A’ 4.750% due 05/07/21		350,000		378,875
HD Supply Inc
8.125% due 04/15/19		100,000		113,500
11.500% due 07/15/20		300,000		356,250
International Lease Finance Corp
3.875% due 04/15/18		150,000		150,094
6.750% due 09/01/16 ~		200,000		227,000
Nortek Inc 8.500% due 04/15/21 ~		100,000		111,250
Owens Corning
4.200% due 12/15/22		450,000		461,453
6.500% due 12/01/16		31,000		34,933
Penske Truck Leasing Co LP 2.875% due 07/17/18 ~		250,000		255,360
United Rentals North America Inc
7.625% due 04/15/22		100,000		112,250
8.250% due 02/01/21		100,000		113,750
8.375% due 09/15/20		100,000		112,000
US Airways Pass Through Trust ‘A’ 4.625% due 12/03/26		250,000		262,344
US Airways Pass-Through Trust ‘B’ 6.750% due 12/03/22		100,000		106,500
				4,062,559
Information Technology - 2.0%
Advanced Micro Devices Inc 7.500% due 08/15/22 ~		100,000		91,250
Arrow Electronics Inc 3.000% due 03/01/18		300,000		303,140
Equinix Inc
4.875% due 04/01/20		150,000		151,875
5.375% due 04/01/23		150,000		152,625
NeuStar Inc 4.500% due 01/15/23 ~		150,000		144,000
NXP BV (Netherlands) 5.750% due 02/15/21 ~		200,000		208,500
				1,051,390
Materials - 18.6%
AK Steel Corp 8.375% due 04/01/22		150,000		133,125
Alphabet Holding Co Inc 7.750% due 11/01/17 ~		200,000		209,000
APERAM (Luxembourg) 7.375% due 04/01/16 ~		150,000		151,875
ArcelorMittal (Luxembourg)
6.000% due 03/01/21		300,000		316,084
7.250% due 03/01/41		100,000		99,927
Ardagh Packaging Finance PLC (Ireland)
7.000% due 11/15/20 ~		200,000		206,000
9.125% due 10/15/20 ~		100,000		110,750
9.125% due 10/15/20 ~		150,000		166,875
Ashland Inc
4.750% due 08/15/22 ~		100,000		102,000
6.875% due 05/15/43 ~		100,000		108,500
BOE Merger Corp 9.500% due 11/01/17 ~		200,000		216,250
Building Materials Corp of America
6.875% due 08/15/18 ~		100,000		107,750
7.000% due 02/15/20 ~		50,000		54,500
Celanese US Holdings LLC 4.625% due 11/15/22		250,000		251,875

	Principal Amount		Value
Celulosa Arauco y Constitucion SA (Chile) 4.750% due 01/11/22		$250,000		$261,424
Cliffs Natural Resources Inc 3.950% due 01/15/18		250,000		251,388
Domtar Corp 4.400% due 04/01/22		250,000		250,092
Eldorado Gold Corp (Canada) 6.125% due 12/15/20 ~		350,000		364,875
FMG Resources Property Ltd (Australia)
6.875% due 02/01/18 ~		250,000		263,750
6.875% due 04/01/22 ~		100,000		105,125
Freeport-McMoran Copper & Gold Inc
3.875% due 03/15/23 ~		500,000		502,817
5.450% due 03/15/43 ~		250,000		248,377
Goldcorp Inc (Canada) 3.700% due 03/15/23		500,000		503,522
Graphic Packaging International Inc
4.750% due 04/15/21		100,000		101,625
7.875% due 10/01/18		250,000		276,875
Hexion U.S. Finance Corp
6.625% due 04/15/20		150,000		151,125
6.625% due 04/15/20 ~		100,000		100,750
Ineos Finance PLC (United Kingdom) 7.500% due 05/01/20 ~		100,000		109,375
Longview Fibre Paper & Packaging Inc 8.000% due 06/01/16 ~		100,000		105,000
Louisiana-Pacific Corp 7.500% due 06/01/20		250,000		285,000
LyondellBasell Industries NV (Netherlands) 5.000% due 04/15/19		200,000		227,000
New Gold Inc (Canada) 6.250% due 11/15/22 ~		200,000		210,500
Rock-Tenn Co 4.900% due 03/01/22		350,000		379,550
RPM International Inc 3.450% due 11/15/22		250,000		248,473
Samarco Mineracao SA (Brazil) 4.125% due 11/01/22 ~		250,000		243,875
Sappi Papier Holding GmbH (Austria) 8.375% due 06/15/19 ~		350,000		389,813
Sealed Air Corp 8.375% due 09/15/21 ~		100,000		115,000
Southern Copper Corp
3.500% due 11/08/22		200,000		200,188
5.250% due 11/08/42		250,000		238,347
Taminco Acquisition Corp 9.125% due 12/15/17 ~		150,000		152,250
TPC Group Inc 8.750% due 12/15/20 ~		350,000		366,187
Tronox Finance LLC 6.375% due 08/15/20 ~		250,000		243,437
Vale Overseas Ltd (Cayman) 4.375% due 01/11/22		250,000		257,929
Xstrata Finance Canada Ltd (Canada) 4.000% due 10/25/22 ~		400,000		403,955
				9,792,135
Telecommunication Services - 5.0%
CC Holdings GS V LLC 3.849% due 04/15/23 ~		350,000		353,605
CenturyLink Inc
5.625% due 04/01/20		100,000		102,450
6.000% due 04/01/17		200,000		216,770
Cricket Communications Inc 7.750% due 10/15/20		200,000		200,500
Digicel Ltd (Bermuda) 6.000% due 04/15/21 ~		300,000		299,250
Frontier Communications Corp 7.125% due 01/15/23		100,000		101,625

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-25

B-13

PACIFIC LIFE FUNDS

PL STRATEGIC INCOME FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
Intelsat Luxembourg SA (Luxembourg) 7.750% due 06/01/21 ~		$500,000		$510,000
MetroPCS Wireless Inc
6.250% due 04/01/21 ~		100,000		102,125
7.875% due 09/01/18		100,000		109,750
SES (Luxembourg) 3.600% due 04/04/23 ~		300,000		302,508
Sprint Nextel Corp
6.000% due 11/15/22		100,000		103,250
7.000% due 03/01/20 ~		100,000		116,750
Telesat LLC (Canada) 6.000% due 05/15/17 ~		100,000		105,000
				2,623,583
Utilities - 1.3%
Calpine Corp 7.875% due 01/15/23 ~		250,000		278,750
NRG Energy Inc 7.625% due 01/15/18		250,000		285,625
Puget Energy Inc 5.625% due 07/15/22		100,000		110,619
				674,994
Total Corporate Bonds & Notes (Cost $43,332,937)				44,582,804
SENIOR LOAN NOTES - 12.2%
Consumer Discretionary - 1.1%
ARAMARK Corp Term D 4.000% due 08/22/19 §		350,000		354,218
Renfro Corp Term B 5.750% due 01/30/19 §		250,000		253,750
				607,968
Consumer Staples - 1.9%
Albertson’s LLC Term B due 02/20/16 µ		350,000		356,406
Reddy Ice Corp (1st Lien) due 03/28/19 µ		350,000		346,500
SUPERVALU Inc due 12/31/20 µ		300,000		305,652
				1,008,558
Energy - 0.7%
SES International Holdings Ltd 5.500% due 02/15/19 §		350,000		352,888
Financials - 2.7%
Clipper Acquisitions Corp (Initial) 4.000% due 02/06/20 §		299,250		302,243
Ocwen Loan Servicing LLC (Initial) 5.000% due 02/15/18 §		350,000		356,125
Realogy Corp Term B 4.500% due 02/12/20 §		400,000		406,125
Stockbridge/SBE Holdings LLC Tranche B 13.000% due 05/02/17 §		350,000		380,625
				1,445,118
Health Care - 2.1%
American Renal Holdings Co Inc Term B (1st Lien) 4.500% due 08/20/19 §		400,000		401,750
Iasis Healthcare LLC Term B-2 4.500% due 05/03/18 §		349,125		354,471
Pharmaceutical Product Development Inc 4.250% due 12/05/18 §		349,125		354,035
				1,110,256

	Principal Amount		Value
Industrials - 2.2%
Apex Tool Group LLC 4.500% due 01/31/20 §		$250,000		$253,906
Bombardier Recreational Products Inc Term B 5.000% due 01/30/19 §		350,000		353,901
Continental Airlines Inc Term B due 03/31/19 µ		300,000		303,656
Sequa Corp (Initial) 5.250% due 06/19/17 §		249,375		253,635
				1,165,098
Information Technology - 0.5%
SunGard Data Systems Inc Tranche D 4.500% due 01/31/20 §		249,375		252,802
Materials - 0.5%
Tronox Pigments BV Term B (Netherlands) due 03/13/20 µ		250,000		253,705
Telecommunication Services - 0.5%
Windstream Corp Tranche B-4 3.500% due 01/23/20 §		249,375		252,180
Total Senior Loan Notes (Cost $6,322,866)				6,448,573
	Shares
SHORT-TERM INVESTMENT - 4.4%
Money Market Fund - 4.4%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		2,312,395		2,312,395
Total Short-Term Investment (Cost $2,312,395)				2,312,395
TOTAL INVESTMENTS - 102.8% (Cost $52,646,388)				54,078,993
OTHER ASSETS & LIABILITIES, NET - (2.8%)				(1,493,982	)
NET ASSETS - 100.0%				$52,585,011

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Materials	19.6%
Consumer Discretionary	18.3%
Financials	16.9%
Energy	15.7%
Industrials	10.1%
Telecommunication Services	5.5%
Health Care	4.5%
Short-Term Investment	4.4%
Consumer Staples	3.8%
Others (each less than 3.0%)	4.0%
	102.8%
Other Assets & Liabilities, Net	(2.8%	)
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-25

B-14

PACIFIC LIFE FUNDS

PL STRATEGIC INCOME FUND

Schedule of Investments (Continued)

March 31, 2013

(b) As of March 31, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows (Unaudited):

A	3.2%
BBB	26.6%
BB	25.3%
B	29.7%
CCC	13.1%
Not Rated	2.1%
	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 March 31, 2013:

		Total Value at March 31, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks (1)		$735,221		$735,221		$—		$—
	Corporate Bonds & Notes		44,582,804		—		43,632,585		950,219
	Senior Loan Notes		6,448,573		—		6,448,573		—
	Short-Term Investment		2,312,395		2,312,395		—		—
	Total		$54,078,993		$3,047,616		$50,081,158		$950,219

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 year ended March 31, 2013:

	Corporate Bonds & Notes
Value, Beginning of Year		$—
Purchases		918,438
Sales		—
Accrued Discounts (Premiums)		(522	)
Net Realized Gains (Losses)		—
Change in Net Unrealized Appreciation		32,303
Transfers In		—
Transfers Out		—
Value, End of Year		$950,219
Change in Net Unrealized Appreciation on Level 3 Investments Held at the End of Year, if Applicable		$32,303

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 B-25

B-15

PACIFIC LIFE FUNDS

PL FLOATING RATE INCOME FUND

Schedule of Investments

March 31, 2013

	Principal Amount		Value
CORPORATE BONDS & NOTES - 9.2%
Consumer Discretionary - 2.6%
Cedar Fair LP 5.250% due 03/15/21 ~		$1,250,000		$1,246,875
Clear Channel Communications Inc 9.000% due 12/15/19 ~		226,000		218,373
9.000% due 03/01/21		1,500,000		1,408,125
Lynx I Corp 5.375% due 04/15/21 ~		3,000,000		3,135,000
NPC International Inc 10.500% due 01/15/20		150,000		175,500
				6,183,873
Consumer Staples - 1.4%
Reynolds Group Issuer Inc 5.750% due 10/15/20		2,750,000		2,808,438
9.875% due 08/15/19		500,000		549,375
				3,357,813
Financials - 1.1%
First Data Corp 6.750% due 11/01/20 ~		1,500,000		1,571,250
Nuveen Investments Inc 5.500% due 09/15/15		1,000,000		987,500
				2,558,750
Health Care - 1.4%
CHS/Community Health Systems Inc 5.125% due 08/15/18		3,000,000		3,150,000
Industrials - 0.3%
Ceridian Corp 8.875% due 07/15/19 ~		500,000		584,375
Materials - 0.2%
Hexion U.S. Finance Corp 6.625% due 04/15/20 ~		500,000		503,750
Telecommunication Services - 2.2%
Intelsat Jackson Holdings SA (Luxemburg) 7.250% due 10/15/20		1,500,000		1,653,750
Intelsat Luxembourg SA (Luxembourg) 7.750% due 06/01/21 ~		3,000,000		3,060,000
11.500% due 02/04/17		500,000		531,250
				5,245,000
Total Corporate Bonds & Notes (Cost $21,235,885)				21,583,561
SENIOR LOAN NOTES - 88.7%
Consumer Discretionary - 19.2%
99 Cents Only Stores Tranche B-1 5.250% due 01/11/19 §		493,763		501,015
Acosta Inc Term D 5.000% due 03/02/18 §		997,500		1,011,216
Advantage Sales & Marketing Inc (1st Lien) due 12/18/17 µ		2,000,000		2,030,834
(2nd Lien) 8.250% due 06/17/18 §		1,000,000		1,017,500
Alliance Laundry Systems LLC (Initial 1st Lien) 4.500% due 12/10/18 §		1,492,405		1,502,665

	Principal Amount		Value
ARAMARK Corp Term D 4.000% due 08/22/19 §		$1,400,000		$1,416,870
Caesars Entertainment Operating Co Inc Term B-6 due 01/28/18 µ		1,500,000		1,393,500
5.454% due 01/28/18 §		356,580		331,263
Capital Automotive LP Tranche B 5.250% due 03/11/17 §		923,296		929,788
Cedar Fair LP (Facility) 3.250% due 03/06/20 §		1,000,000		1,014,063
Clear Channel Communications Inc Term B 3.854% due 01/29/16 §		758,266		673,909
due 01/29/16 µ		1,500,000		1,333,125
ClubCorp Club Operations Inc Term B 5.000% due 11/30/16 §		711,500		724,396
David’s Bridal Inc (Initial) 5.000% due 10/11/19 §		997,500		1,011,677
Focus Brands Inc (1st Lien) 6.262% due 02/21/18 §		918,386		934,458
Getty Images Inc (Initial)
4.750% due 10/18/19 §		2,493,750		2,534,496
Jacobs Entertainment Inc Tranche B (1st Lien) 6.250% due 10/29/18 §		995,000		1,004,950
Lord & Taylor Holdings LLC 5.750% due 01/11/19 §		719,410		728,103
Michaels Stores Inc Term B 3.750% due 01/28/20 §		2,000,000		2,024,158
NEP/NCP Holdco Inc (1st Lien) 4.750% due 01/22/20 §		1,496,250		1,513,083
NPC International Inc 4.500% due 12/28/18 §		1,000,000		1,016,875
OSI Restaurant Group 4.750% due 10/28/19 §		975,000		990,028
Party City Holdings Inc 4.250% due 07/27/19 §		746,255		752,784
Penninsula Gaming LLC Term B 5.750% due 11/20/17 §		997,500		1,016,827
Petco Animal Supplies Inc 4.000% due 11/24/17 §		992,411		1,006,235
Renfro Corp Term B 5.750% due 01/30/19 §		500,000		507,500
Savers Inc 5.000% due 07/09/19 §		992,513		1,008,641
Serta Simmons Holdings LLC 5.003% due 10/01/19 §		1,000,000		1,015,208
Seven Seas Cruise S DE RL Term B-1 4.750% due 12/21/18 §		1,987,500		2,017,312
STG-Fairway Acquisitions Inc (1st Lien) 6.250% due 02/28/19 §		2,000,000		2,001,250
The Goodyear Tire & Rubber Co (2nd Lien) 4.750% due 04/30/19 §		1,000,000		1,012,492
The Neiman Marcus Group Inc 4.000% due 05/16/18 §		2,000,000		2,009,500
The ServiceMaster Co Tranche C due 01/31/17 µ		1,000,000		1,010,625
4.250% due 01/31/17 §		2,992,500		3,024,295
Wendy’s International Inc 4.750% due 05/15/19 §		995,000		1,007,078
WideOpenWest Finance LLC due 07/17/18 µ		1,500,000		1,513,125
6.250% due 07/17/18 §		496,250		503,197
				45,044,041

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-25

B-16

PACIFIC LIFE FUNDS

PL FLOATING RATE INCOME FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
Consumer Staples - 7.6%
Albertsons Inc Term B due 02/20/16 µ		$1,983,333		$2,019,636
BJ’s Wholesale Club Inc (1st Lien) 4.250% due 09/26/19 §		498,750		504,049
(Initial 2nd Lien) 9.750% due 03/26/20 §		500,000		520,313
Crossmark Holdings Inc (2nd Lien) 8.750% due 12/21/20 §		1,000,000		1,006,250
Del Monte Foods Co (Initial) 4.000% due 03/08/18 §		717,272		724,370
Term B 4.000% due 02/15/18 §		997,500		1,007,371
H.J. Heinz Co Term B-2 due 03/27/20 µ		1,500,000		1,514,813
Pinnacle Foods Finance LLC Tranche E 4.750% due 10/17/18 §		990,000		1,000,431
Reddy Ice Corp (1st Lien) due 03/28/19 µ		1,075,000		1,064,250
Reynolds Group Holdings Inc 4.750% due 09/28/18 §		746,250		757,977
Rite Aid Corp Tranche 1 (2nd Lien) due 08/21/20 µ		361,930		375,804
5.750% due 08/21/20 §		1,000,000		1,038,333
Smart & Final Inc (1st Lien) 5.750% due 11/15/19 §		997,500		1,011,839
Spectrum Brands Inc Term B 4.500% due 12/17/19 §		997,500		1,011,319
Sprouts Farmers Markets Holdings LLC (Initial) 6.000% due 04/18/18 §		492,462		497,079
Term-1 6.000% due 04/18/18 §		496,250		499,972
SUPERVALU Inc due 12/31/20 µ		1,700,000		1,732,026
U.S. Foods Inc 5.750% due 03/31/17 §		1,476,203		1,493,732
				17,779,564
Energy - 5.5%
American Petroleum Tankers Term B due 09/15/19 µ		1,000,000		995,000
Chesapeake Energy Corp 5.750% due 12/02/17 §		1,000,000		1,032,679
EMG Utica Term B due 03/07/20 µ		1,000,000		1,007,500
EP Energy LLC Tranche B-1 5.000% due 05/24/18 §		1,250,000		1,266,182
Tranche B-2 4.500% due 04/30/19 §		500,000		507,125
Offshore Group Investment Ltd (Cayman) due 03/28/19 µ		1,000,000		1,007,500
Plains Exploration & Production Co 4.000% due 11/30/19 §		1,000,000		1,003,750
Samson Investment Co (Initial 2nd Lien) 6.000% due 09/25/18 §		3,000,000		3,043,500
SES International Holdings Ltd 5.500% due 02/15/19 §		2,000,000		2,016,500
Tervita Corp 6.250% due 05/15/18 §		1,000,000		1,013,281
				12,893,017

	Principal Amount		Value
Financials - 8.5%
Amwins Group LLC (1st Lien) 5.000% due 09/06/19 §		$1,740,638		$1,763,121
CNO Financial Group Inc Tranche B-2 5.000% due 09/28/18 §		955,766		971,894
Compass Investors Inc (Initial) 5.250% due 12/27/19 §		1,496,250		1,511,836
Duff & Phelps LLC Term B due 07/31/20 µ		2,000,000		2,023,750
First Data Corp
4.204% due 03/23/18 §		1,000,000		998,625
Term B 5.204% due 09/24/18 §		1,000,000		1,009,271
Nuveen Investments Inc Tranche A (1st Lien) 5.204% due 05/13/17 §		1,000,000		1,019,375
(2nd Lien) 8.250% due 02/28/19 §		1,000,000		1,032,500
Ocwen Loan Servicing LLC (Initial) 5.000% due 02/15/18 §		1,650,000		1,678,875
Realogy Corp (Synthetic Letter of Credit) 0.054% due 10/10/13 §		58,315		58,461
(Extended Synthetic Commitment) 0.054% due 10/10/16 §		45,324		45,437
Term B 4.500% due 02/12/20 §		2,000,000		2,030,626
Term B-1 4.500% due 03/05/20 §		1,000,000		1,015,313
ROC Finance LLC Term B due 03/28/19 µ		2,000,000		2,012,500
Stockbridge/SBE Holdings LLC Tranche B due 05/02/17 µ		1,250,000		1,359,375
13.000% due 05/02/17 §		1,250,000		1,359,375
				19,890,334
Health Care - 11.0%
American Renal Holdings Co Inc (Initial 2nd Lien) 8.500% due 12/31/21 §		1,000,000		1,004,375
Term B (1st Lien)
4.500% due 08/20/19 §		1,000,000		1,007,500
Ardent Medical Services Inc (1st Lien) 6.750% due 03/21/18 §		997,500		1,016,203
Bausch & Lomb Inc 5.250% due 05/17/19 §		1,488,750		1,504,829
Capsugel Holdings US Inc (Initial) 4.750% due 08/01/18 §		1,367,877		1,392,385
DaVita Inc Tranche B-2 4.000% due 11/01/19 §		1,246,875		1,261,390
DJO Finance LLC Tranche B 4.750% due 09/15/17 §		1,239,385		1,259,835
Hologic Inc Tranche B 4.500% due 08/01/19 §		995,000		1,010,028
Iasis Healthcare LLC Term B-2 4.500% due 05/03/18 §		2,910,474		2,955,042
Par Pharmaceutical Cos Inc Term B-1 4.250% due 09/30/19 §		2,990,006		3,027,058
Pharmaceutical Product Development Inc 4.250% due 12/05/18 §		2,992,500		3,034,583
Quintiles Transnational Corp Term B-2 4.500% due 06/08/18 §		736,308		747,660
RCHP Inc (1st Lien) 7.000% due 11/04/18 §		1,995,000		2,027,419
U.S. Renal Care Inc (Initial 1st Lien) 6.250% due 07/03/19 §		992,500		1,009,869

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-25

B-17

PACIFIC LIFE FUNDS

PL FLOATING RATE INCOME FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
United Surgical Partners International Inc Term B due 02/04/19 µ		$1,500,000		$1,505,000
Vanguard Health Holding Co II LLC Term B 3.750% due 01/29/16 §		2,000,000		2,027,500
				25,790,676
Industrials - 18.4%
Advanced Disposal Term B 4.250% due 10/09/19 §		2,992,500		3,029,532
Air Medical Group Holdings Inc Term B-1 6.500% due 06/30/18 §		1,496,250		1,533,656
AlixPartners LLP Term B-2 4.500% due 06/30/19 §		1,740,638		1,760,946
Apex Tool Group LLC 4.500% due 01/31/20 §		1,250,000		1,269,531
AWAS Finance Luxembourg SARL 3.500% due 06/10/16 §		825,352		837,732
Beechcraft Holdings LLC 5.750% due 02/14/20 §		1,500,000		1,509,375
Bombardier Recreational Products Inc Term B 5.000% due 01/30/19 §		2,000,000		2,022,292
Camp Systems (1st Lien) 5.250% due 05/31/19 §		995,000		1,007,437
Ceridian Corp (Extended) 5.953% due 05/09/17 §		997,811		1,018,079
Continental Airlines Inc Term B due 03/31/19 µ		1,700,000		1,720,720
Delos Aircraft Inc 4.750% due 04/12/16 §		1,000,000		1,007,500
Generac Power Systems Inc 6.250% due 05/30/18 §		679,583		697,422
Hamilton Sundstrand due 12/31/19 µ		1,000,000		1,007,946
4.000% due 12/13/19 §		1,995,000		2,010,852
HD Supply Inc Term B 4.500% due 10/12/17 §		746,250		765,373
HII Holding Corp (1st Lien) 5.250% due 12/20/19 §		997,500		1,013,917
Husky Injection Molding Systems Ltd due 06/30/18 µ		2,000,000		2,026,876
due 07/02/18 µ		1,000,000		1,013,438
ISS A/S Term B due 03/24/18 µ		1,500,000		1,506,563
LM US Member LLC (Initial 1st Lien) 5.750% due 10/25/19 §		1,379,355		1,401,770
(Canadian) 5.750% due 10/25/19 §		116,895		118,794
McJunkin Red Man Corp 6.250% due 11/08/19 §		995,000		1,007,438
Navistar Inc Tranche B 7.000% due 08/17/17 §		997,500		1,010,678
Osmose Holdings Inc (Initial) 6.750% due 11/26/18 §		1,246,875		1,262,461
Protection One Alarm Monitoring Inc due 03/30/19 µ		1,000,000		1,007,500
Rexnord LLC Term B 4.500% due 04/01/18 §		1,492,500		1,510,528
Roofing Supply Group LLC (Initial) 5.000% due 05/31/19 §		995,000		1,010,236
Sequa Corp (Initial) 5.250% due 06/19/17 §		997,500		1,014,540
SRS Distribution Inc 4.750% due 09/01/19 §		2,000,000		2,016,666
Terex Corp 4.500% due 04/28/17 §		995,000		1,010,174

	Principal Amount		Value
Tomkins PLC (Initial 1st Lien) 5.000% due 11/09/18 §		$498,750		$506,855
(Initial 2nd Lien) 9.250% due 05/11/20 §		1,000,000		1,030,000
W3 Co Term B (1st Lien) 5.750% due 03/03/20 §		1,000,000		1,012,500
(2nd Lien) 9.250% due 09/13/20 §		498,750		512,466
WESCO Distribution Inc Tranche B -1 4.500% due 12/12/19 §		997,500		1,008,597
				43,200,390
Information Technology - 5.5%
Eze Software Term B (1st Lien) due 03/31/19 µ		1,000,000		1,013,750
Freescale Semiconductor Inc Term B-3
4.250% due 12/01/16 §		1,000,000		1,010,000
Term B-4 5.000% due 03/01/20 §		1,000,000		1,007,813
Infor (US) Inc Tranche B-2 5.250% due 04/05/18 §		995,000		1,013,449
Kronos Inc (1st Lien) 4.500% due 10/30/19 §		1,995,000		2,020,562
MoneyGram Payment Systems Worldwide Inc Term B due 03/27/20 µ		1,000,000		1,009,063
NXP BV Tranche C due 01/10/20 µ		2,500,000		2,560,418
4.750% due 01/10/20 §		997,500		1,021,607
SSI Investments II Ltd 5.000% due 05/26/17 §		740,585		751,694
SunGard Data Systems Inc Tranche D 4.500% due 01/31/20 §		448,875		455,044
Tranche E 4.000% due 03/08/20 §		1,000,000		1,013,750
				12,877,150
Materials - 7.3%
Al Chem & Cy SCA Tranche B-1 (Luxembourg) due 09/12/19 µ		2,000,000		2,007,500
Berlin Packaging LLC due 03/29/19 µ		1,500,000		1,492,500
Berry Plastics Corp Term D 3.500% due 02/10/20 §		2,000,000		1,999,108
Custom Building Products Inc
6.000% due 12/14/19 §		1,496,625		1,522,816
Dupont Performance Coatings (Initial Term B) 4.750% due 02/01/20 §		1,000,000		1,014,432
FMG Resources Property Ltd 5.250% due 10/18/17 §		1,990,000		2,015,942
FPC Holdings Inc (Initial 1st Lien) 5.250% due 11/19/19 §		997,500		1,011,839
Metals USA Inc Term B 6.250% due 12/14/19 §		997,500		1,003,734
Taminco Global Chemical Corp Tranche B-2 4.250% due 02/15/19 §		990,019		1,001,775
Tronox Inc Term B (Netherlands) due 07/31/20 µ		2,000,000		2,029,642
UCI International Inc 5.500% due 07/26/17 §		987,558		996,816
Univar Inc Term B 5.000% due 06/30/17 §		994,915		1,006,019
				17,102,123

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-25

B-18

PACIFIC LIFE FUNDS

PL FLOATING RATE INCOME FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
Telecommunication Services - 5.4%
Avaya Inc Term B-5 due 03/31/18 µ		$2,000,000		$2,016,712
Cricket Communications Inc due 10/10/19 µ		1,000,000		1,007,813
4.750% due 10/10/19 §		498,750		502,647
Term C due 07/30/20 µ		2,000,000		2,015,312
Integra Telecom Holdings Inc (Initial) 6.000% due 02/22/19 §		1,000,000		1,015,375
Level 3 Financing Inc Tranche B 5.250% due 08/01/19 §		500,000		506,938
Tranche B-II 4.750% due 08/01/19 §		2,500,000		2,531,510
WaveDivision Holdings LLC (Initial) due 10/12/19 µ		1,500,000		1,524,338
4.000% due 10/12/19 §		1,496,250		1,520,527
				12,641,172
Utilities - 0.3%
Texas Competitive Electric Holdings Co LLC 3.733% due 10/10/14 §		1,000,000		737,813
Total Senior Loan Notes (Cost $205,016,935)				207,956,280
	Shares
SHORT-TERM INVESTMENT - 14.7%
Money Market Fund - 14.7%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		34,474,786		34,474,786
Total Short-Term Investment (Cost $34,474,786)				34,474,786
TOTAL INVESTMENTS - 112.6% (Cost $260,727,606)				264,014,627
OTHER ASSETS & LIABILITIES, NET - (12.6%)				(29,574,427	)
NET ASSETS - 100.0%				$234,440,200

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Consumer Discretionary	21.8%
Industrials	18.7%
Short-Term Investment	14.7%
Health Care	12.4%
Financials	9.6%
Consumer Staples	9.0%
Telecommunication Services	7.6%
Materials	7.5%
Energy	5.5%
Information Technology	5.5%
Others (each less than 3.0%)	0.3%
	112.6%
Other Assets & Liabilities, Net	(12.6%	)
	100.0%

(b) As of March 31, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows (Unaudited):

BBB	2.1%
BB	21.9%
B	68.5%
CCC	6.4%
Not Rated	1.1%
	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 March 31, 2013:

		Total Value at March 31, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$21,583,561		$—		$21,583,561		$—
	Senior Loan Notes		207,956,280		—		207,956,280		—
	Short-Term Investment		34,474,786		34,474,786		—		—
	Total		$264,014,627		$34,474,786		$229,539,841		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-25

B-19

PACIFIC LIFE FUNDS

PL HIGH INCOME FUND

Schedule of Investments

March 31, 2013

	Shares		Value
EXCHANGE-TRADED FUND - 3.4%
PowerShares Senior Loan Portfolio		20,000		$502,000
Total Exchange-Traded Fund (Cost $499,398)				502,000
	Principal Amount
CORPORATE BONDS & NOTES - 92.4%
Consumer Discretionary - 19.1%
99 Cents Only Stores 11.000% due 12/15/19		$50,000		57,625
Beazer Homes USA Inc
7.250% due 02/01/23 ~		50,000		51,250
9.125% due 06/15/18		75,000		81,000
Boyd Gaming Corp 9.000% due 07/01/20 ~		50,000		52,250
Burlington Holdings LLC 9.000% due 02/15/18 ~		50,000		51,000
Cablevision Systems Corp 8.625% due 09/15/17		100,000		117,000
Caesars Entertainment Operating Co Inc 11.250% due 06/01/17		50,000		53,437
Caesars Operating Escrow LLC 9.000% due 02/15/20 ~		50,000		50,562
CCO Holdings LLC 5.750% due 09/01/23 ~		150,000		151,125
Cedar Fair LP
5.250% due 03/15/21 ~		50,000		49,875
9.125% due 08/01/18		50,000		56,250
Cequel Communications Holdings I LLC 6.375% due 09/15/20 ~		100,000		104,250
CityCenter Holdings LLC 7.625% due 01/15/16		50,000		53,937
CKE Restaurants Inc 11.375% due 07/15/18		50,000		58,250
Clear Channel Communications Inc 5.500% due 12/15/16		100,000		66,750
Clear Channel Worldwide Holdings Inc 6.500% due 11/15/22 ~		73,000		77,380
Coinstar Inc 6.000% due 03/15/19 ~		50,000		51,250
Dana Holding Corp 6.500% due 02/15/19		50,000		53,875
DISH DBS Corp
4.625% due 07/15/17		50,000		52,125
6.750% due 06/01/21		100,000		111,625
Griffey Intermediate Inc 7.000% due 10/15/20 ~		100,000		102,500
Jo-Ann Stores Holdings Inc 9.750% due 10/15/19 ~		50,000		52,750
Jo-Ann Stores Inc 8.125% due 03/15/19 ~		75,000		78,750
L Brands Inc 5.625% due 02/15/22		75,000		79,875
Landry’s Holdings II Inc 10.250% due 01/01/18 ~		50,000		52,625
Lennar Corp 4.750% due 11/15/22 ~		50,000		49,125
MGM Resorts International
6.625% due 12/15/21		150,000		157,500
6.750% due 10/01/20 ~		50,000		53,125
NCL Corp Ltd (Bermuda) 5.000% due 02/15/18 ~		50,000		51,188
NPC International Inc 10.500% due 01/15/20		50,000		58,500
Petco Holdings Inc 8.500% due 10/15/17 ~		75,000		77,719
PVH Corp 4.500% due 12/15/22		50,000		49,625

	Principal Amount		Value
Seven Seas Cruises S de RL LLC (Panama) 9.125% due 05/15/19		$50,000		$54,375
Sinclair Television Group Inc
5.375% due 04/01/21 ~		50,000		49,875
6.125% due 10/01/22 ~		50,000		52,625
Six Flags Entertainment Corp 5.250% due 01/15/21 ~		75,000		75,281
Standard Pacific Corp 8.375% due 05/15/18		100,000		118,250
The Goodyear Tire & Rubber Co 6.500% due 03/01/21		50,000		51,813
The Ryland Group Inc 5.375% due 10/01/22		50,000		51,250
The ServiceMaster Co 8.000% due 02/15/20		50,000		53,875
Wolverine World Wide Inc 6.125% due 10/15/20 ~		50,000		53,312
				2,824,754
Consumer Staples - 4.7%
Del Monte Corp 7.625% due 02/15/19		50,000		52,125
Hawk Acquisition Sub Inc 4.250% due 10/15/20 ~		50,000		50,125
JBS USA LLC 8.250% due 02/01/20 ~		50,000		54,875
Reynolds Group Issuer Inc
5.750% due 10/15/20		50,000		51,062
9.000% due 04/15/19		125,000		132,812
9.875% due 08/15/19		75,000		82,406
Rite Aid Corp 9.250% due 03/15/20		50,000		56,687
Spectrum Brands Escrow Corp 6.375% due 11/15/20 ~		50,000		53,812
Spectrum Brands Inc 6.750% due 03/15/20		50,000		54,187
U.S. Foods Inc 8.500% due 06/30/19 ~		100,000		106,625
				694,716
Energy - 18.2%
Access Midstream Partners LP 4.875% due 05/15/23		100,000		98,875
Alpha Natural Resources Inc 9.750% due 04/15/18		100,000		107,750
Antero Resources Finance Corp 6.000% due 12/01/20 ~		75,000		78,750
Arch Coal Inc 7.250% due 06/15/21		50,000		45,125
Atlas Pipeline Partners LP
5.875% due 08/01/23 ~		50,000		50,000
6.625% due 10/01/20 ~		50,000		52,375
Basic Energy Services Inc 7.750% due 02/15/19		50,000		51,375
Berry Petroleum Co 6.750% due 11/01/20		50,000		54,250
Chaparral Energy Inc 8.250% due 09/01/21		50,000		56,875
Chesapeake Energy Corp
5.375% due 06/15/21		50,000		50,313
9.500% due 02/15/15		50,000		56,750
Cimarex Energy Co 5.875% due 05/01/22		50,000		53,875
Concho Resources Inc 5.500% due 10/01/22		100,000		104,500
CONSOL Energy Inc 8.250% due 04/01/20		50,000		55,625
Crosstex Energy LP 8.875% due 02/15/18		50,000		54,375
Denbury Resources Inc 4.625% due 07/15/23		50,000		48,313

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-25

B-20

PACIFIC LIFE FUNDS

PL HIGH INCOME FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
EP Energy LLC 6.875% due 05/01/19		$50,000		$55,000
EPE Holdings LLC 8.125% due 12/15/17 ~		50,000		52,625
EV Energy Partners LP 8.000% due 04/15/19		50,000		53,000
Exterran Partners LP 6.000% due 04/01/21 ~		50,000		49,938
Genesis Energy LP 5.750% due 02/15/21 ~		50,000		51,719
Halcon Resources Corp 8.875% due 05/15/21 ~		100,000		108,250
Hornbeck Offshore Services Inc 5.000% due 03/01/21 ~		50,000		49,750
Kodiak Oil & Gas Corp (Canada) 5.500% due 01/15/21 ~		50,000		52,438
Linn Energy LLC 7.750% due 02/01/21		100,000		107,750
MarkWest Energy Partners LP 4.500% due 07/15/23		50,000		49,000
MEG Energy Corp (Canada)
6.375% due 01/30/23 ~		50,000		52,250
6.500% due 03/15/21 ~		50,000		53,500
Newfield Exploration Co 5.625% due 07/01/24		50,000		51,750
Northern Tier Energy LLC 7.125% due 11/15/20 ~		50,000		53,250
Oasis Petroleum Inc 6.500% due 11/01/21		50,000		54,750
Peabody Energy Corp 6.000% due 11/15/18		50,000		53,312
Plains Exploration & Production Co 6.500% due 11/15/20		50,000		55,500
QEP Resources Inc 5.250% due 05/01/23		50,000		51,500
Regency Energy Partners LP
5.500% due 04/15/23		50,000		53,750
6.500% due 07/15/21		50,000		55,250
Sabine Pass Liquefaction LLC
5.625% due 02/01/21 ~		100,000		103,875
Sabine Pass LNG LP
7.500% due 11/30/16		50,000		55,500
Samson Investment Co 9.750% due 02/15/20 ~		75,000		80,062
SandRidge Energy Inc 7.500% due 03/15/21		50,000		52,250
SESI LLC 6.375% due 05/01/19		100,000		108,000
Tervita Corp (Canada) 8.000% due 11/15/18 ~		50,000		51,781
Venoco Inc 11.500% due 10/01/17		50,000		53,750
				2,688,626
Financials - 6.3%
Ally Financial Inc 5.500% due 02/15/17		100,000		108,685
CBRE Services Inc 5.000% due 03/15/23		50,000		50,813
CIT Group Inc 5.375% due 05/15/20		75,000		82,687
Corrections Corp of America REIT 4.125% due 04/01/20 ~		50,000		51,187
E*TRADE Financial Corp 6.000% due 11/15/17		50,000		52,562
First Data Corp
6.750% due 11/01/20 ~		75,000		78,563
10.625% due 06/15/21 ~		50,000		50,813
12.625% due 01/15/21		75,000		81,656
HBOS PLC (United Kingdom) 6.000% due 11/01/33 ~		50,000		48,174

	Principal Amount		Value
Igloo Holdings Corp 8.250% due 12/15/17 ~		$50,000		$51,875
Liberty Mutual Group Inc 7.800% due 03/15/87 ~		75,000		87,750
Neuberger Berman Group LLC 5.875% due 03/15/22 ~		50,000		53,125
Nuveen Investments Inc 9.500% due 10/15/20 ~		75,000		78,750
RBS Capital Trust II 6.425% due 12/29/49 §		50,000		44,375
RHP Hotel Properties LP REIT 5.000% due 04/15/21 ~		25,000		25,000
				946,015
Health Care - 7.0%
Biomet Inc 6.500% due 08/01/20 ~		50,000		53,250
CDRT Holding Corp 9.250% due 10/01/17 ~		50,000		52,125
CHS/Community Health Systems Inc
5.125% due 08/15/18		25,000		26,250
8.000% due 11/15/19		50,000		55,625
DaVita Health Care Partners Inc 5.750% due 08/15/22		50,000		52,188
DJO Finance LLC 7.750% due 04/15/18		50,000		51,250
Fresenius Medical Care US Finance II Inc 5.875% due 01/31/22 ~		50,000		56,063
HCA Holdings Inc 6.250% due 02/15/21		100,000		106,875
HCA Inc 5.875% due 03/15/22		100,000		108,000
HealthSouth Corp 5.750% due 11/01/24		50,000		50,375
Jaguar Holding Co I 9.375% due 10/15/17 ~		50,000		53,937
Prospect Medical Holdings Inc 8.375% due 05/01/19 ~		50,000		53,500
Sky Growth Acquisition Corp 7.375% due 10/15/20 ~		50,000		53,125
Tenet Healthcare Corp
4.750% due 06/01/20 ~		50,000		50,375
8.000% due 08/01/20		50,000		55,312
Valeant Pharmaceuticals International Inc 6.375% due 10/15/20 ~		50,000		52,937
Vanguard Health Holding Co II LLC 8.000% due 02/01/18		100,000		107,000
				1,038,187
Industrials - 10.0%
ADS Waste Holdings Inc 8.250% due 10/01/20 ~		75,000		81,187
Air Lease Corp
4.750% due 03/01/20		50,000		51,500
6.125% due 04/01/17		100,000		108,750
Avis Budget Car Rental LLC 8.250% due 01/15/19		100,000		111,375
B/E Aerospace Inc 5.250% due 04/01/22		50,000		51,813
BC Mountain LLC 7.000% due 02/01/21 ~		50,000		53,125
Bombardier Inc (Canada)
5.750% due 03/15/22 ~		100,000		103,125
6.125% due 01/15/23 ~		50,000		52,125
Delta Air Lines Pass-Through Trust ‘A’ 4.750% due 05/07/21		50,000		54,125
HD Supply Inc
8.125% due 04/15/19		50,000		56,750
11.500% due 07/15/20		100,000		118,750
International Lease Finance Corp
4.625% due 04/15/21		100,000		99,938
6.250% due 05/15/19		50,000		55,000

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-25

B-21

PACIFIC LIFE FUNDS

PL HIGH INCOME FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
Nortek Inc 8.500% due 04/15/21 ~		$50,000		$55,625
Roofing Supply Group LLC 10.000% due 06/01/20 ~		50,000		56,750
The Hertz Corp 5.875% due 10/15/20		50,000		53,000
United Rentals North America Inc
5.750% due 07/15/18		50,000		54,437
8.375% due 09/15/20		125,000		140,000
US Airways Pass-Through Trust ‘A’ 7.125% due 04/22/25		47,174		54,133
US Airways Pass-Through Trust ‘B’ 6.750% due 12/03/22		50,000		53,250
				1,464,758
Information Technology - 2.6%
Advanced Micro Devices Inc 7.500% due 08/15/22 ~		50,000		45,625
CDW LLC 8.500% due 04/01/19		75,000		84,094
CommScope Inc 8.250% due 01/15/19 ~		50,000		54,500
Equinix Inc
4.875% due 04/01/20		50,000		50,625
5.375% due 04/01/23		50,000		50,875
Freescale Semiconductor Inc 8.050% due 02/01/20		50,000		53,125
NeuStar Inc 4.500% due 01/15/23 ~		50,000		48,000
				386,844
Materials - 12.7%
AK Steel Corp 8.375% due 04/01/22		50,000		44,375
Alphabet Holding Co Inc 7.750% due 11/01/17 ~		50,000		52,250
ArcelorMittal (Luxembourg)
6.000% due 03/01/21		150,000		158,042
7.250% due 03/01/41		50,000		49,963
Ardagh Packaging Finance PLC (Ireland)
9.125% due 10/15/20 ~		25,000		27,813
9.125% due 10/15/20 ~		100,000		110,750
Ashland Inc
4.750% due 08/15/22 ~		50,000		51,000
6.875% due 05/15/43 ~		25,000		27,125
BOE Merger Corp 9.500% due 11/01/17 ~		50,000		54,062
Building Materials Corp of America 6.875% due 08/15/18 ~		75,000		80,812
Celanese US Holdings LLC 4.625% due 11/15/22		50,000		50,375
Eagle Spinco Inc 4.625% due 02/15/21 ~		50,000		51,063
Eldorado Gold Corp (Canada) 6.125% due 12/15/20 ~		75,000		78,188
FMG Resources Property Ltd (Australia)
6.000% due 04/01/17 ~		50,000		51,625
6.875% due 02/01/18 ~		100,000		105,500
8.250% due 11/01/19 ~		50,000		54,188
Graphic Packaging International Inc 4.750% due 04/15/21		50,000		50,813
Hexion U.S. Finance Corp
6.625% due 04/15/20 ~		50,000		50,375
9.000% due 11/15/20		50,000		47,750
Ineos Finance PLC (United Kingdom) 7.500% due 05/01/20 ~		50,000		54,688
Louisiana-Pacific Corp 7.500% due 06/01/20		50,000		57,000

	Principal Amount		Value
LyondellBasell Industries NV (Netherlands) 5.000% due 04/15/19		$50,000		$56,750
New Gold Inc (Canada) 6.250% due 11/15/22 ~		50,000		52,625
Novelis Inc (Canada) 8.375% due 12/15/17		50,000		55,000
Sappi Papier Holding GmbH (Austria) 8.375% due 06/15/19 ~		75,000		83,531
Sealed Air Corp 8.375% due 09/15/21 ~		100,000		115,000
Taminco Acquisition Corp 9.125% due 12/15/17 ~		50,000		50,750
TPC Group Inc 8.750% due 12/15/20 ~		100,000		104,625
Tronox Finance LLC 6.375% due 08/15/20 ~		50,000		48,687
				1,874,725
Telecommunication Services - 8.4%
CenturyLink Inc 5.625% due 04/01/20		50,000		51,225
Cricket Communications Inc 7.750% due 10/15/20		100,000		100,250
Crown Castle International Corp 5.250% due 01/15/23		50,000		51,063
Digicel Ltd (Bermuda) 7.000% due 02/15/20 ~		75,000		79,125
Frontier Communications Corp
7.125% due 03/15/19		50,000		54,250
7.125% due 01/15/23		50,000		50,813
Hughes Satellite Systems Corp 7.625% due 06/15/21		100,000		114,875
Intelsat Jackson Holdings SA (Luxemburg) 7.250% due 10/15/20		50,000		55,125
Intelsat Luxembourg SA (Luxembourg)
7.750% due 06/01/21 ~		200,000		204,000
11.500% due 02/04/17		125,000		132,813
Level 3 Financing Inc 7.000% due 06/01/20 ~		50,000		52,562
MetroPCS Wireless Inc 6.250% due 04/01/21 ~		50,000		51,063
Sprint Capital Corp 6.875% due 11/15/28		50,000		51,375
Sprint Nextel Corp
6.000% due 11/15/22		25,000		25,813
9.000% due 11/15/18 ~		50,000		61,937
9.125% due 03/01/17		50,000		59,375
Telesat LLC (Canada) 6.000% due 05/15/17 ~		50,000		52,500
				1,248,164
Utilities - 3.4%
Calpine Corp 7.500% due 02/15/21 ~		92,000		101,430
GenOn Energy Inc 9.875% due 10/15/20		50,000		57,500
NRG Energy Inc 7.625% due 01/15/18		100,000		114,250
Puget Energy Inc 5.625% due 07/15/22		50,000		55,309
The AES Corp 7.375% due 07/01/21		100,000		116,500
Wind Acquisition Holdings Finance SA (Luxembourg) 12.250% due 07/15/17 ~		50,000		52,188
				497,177
Total Corporate Bonds & Notes (Cost $13,037,702)				13,663,966

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-25

B-22

PACIFIC LIFE FUNDS

PL HIGH INCOME FUND

Schedule of Investments (Continued)

March 31, 2013

	Shares		Value
SHORT-TERM INVESTMENT - 5.1%
Money Market Fund - 5.1%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		761,344		$761,344
Total Short-Term Investment (Cost $761,344)				761,344
TOTAL INVESTMENTS - 100.9% (Cost $14,298,444)				14,927,310
OTHER ASSETS & LIABILITIES, NET - (0.9%)				(137,699	)
NET ASSETS - 100.0%				$14,789,611

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Consumer Discretionary	19.1%
Energy	18.2%
Materials	12.7%
Industrials	10.0%
Telecommunication Services	8.4%
Health Care	7.0%
Financials	6.3%
Short-Term Investment	5.1%
Consumer Staples	4.7%
Exchange-Traded Fund	3.4%
Utilities	3.4%
Others (each less than 3.0%)	2.6%
	100.9%
Other Assets & Liabilities, Net	(0.9%	)
	100.0%

(b) As of March 31, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows (Unaudited):

A	0.4%
BBB	3.1%
BB	34.4%
B	39.8%
CCC	20.2%
Not Rated	2.1%
	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 March 31, 2013:

		Total Value at March 31, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Exchange-Traded Fund		$502,000		$502,000		$—		$—
	Corporate Bonds & Notes		13,663,966		—		13,502,458		161,508
	Short-Term Investment		761,344		761,344		—		—
	Total		$14,927,310		$1,263,344		$13,502,458		$161,508

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 year ended March 31, 2013:

	Corporate Bonds & Notes
Value, Beginning of Year		$—
Purchases		100,000
Sales		—
Accrued Discounts (Premiums)		—
Net Realized Gains (Losses)		—
Change in Net Unrealized Appreciation		7,375
Transfers In		54,133
Transfers Out		—
Value, End of Year		$161,508
Change in Net Unrealized Appreciation on Level 3 Investments Held at the End of Year, if Applicable		$7,375

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 B-25

B-23

PACIFIC LIFE FUNDS

PL MONEY MARKET FUND

Schedule of Investments

March 31, 2013

	Principal Amount		Value
SHORT-TERM INVESTMENTS - 100.1%
Commercial Paper - 83.0%
Abbott Laboratories 0.130% due 05/21/13		$800,000		$799,855
AstraZeneca PLC (United Kingdom) 0.120% due 04/26/13		1,250,000		1,249,896
Bank of Montreal (Canada) 0.150% due 04/02/13		1,250,000		1,249,995
Bank of Nova Scotia NY
0.120% due 04/01/13		700,000		700,000
0.130% due 04/03/13		600,000		599,996
Chevron Corp 0.080% due 04/09/13		1,200,000		1,199,979
Dover Corp 0.110% due 04/03/13		1,000,000		999,994
General Electric Capital Corp
0.140% due 08/01/13		900,000		899,573
0.150% due 07/03/13		400,000		399,845
John Deere Bank SA (Luxembourg) 0.120% due 04/12/13		500,000		499,982
John Deere Capital Corp 0.100% due 04/23/13		750,000		749,954
Johnson & Johnson
0.050% due 04/03/13		400,000		399,999
0.080% due 04/30/13		700,000		699,955
Nestle Capital Corp
0.050% due 04/08/13		600,000		599,994
0.120% due 07/12/13		750,000		749,745
NetJets Inc
0.080% due 04/25/13		500,000		499,973
0.100% due 04/05/13		800,000		799,991
Parker Hannifin Corp 0.130% due 04/16/13		500,000		499,973
PepsiCo Inc 0.050% due 04/22/13		1,000,000		999,971
Pfizer Inc
0.080% due 04/08/13		500,000		499,992
0.080% due 04/18/13		750,000		749,972
Philip Morris International Inc
0.040% due 05/07/13		300,000		299,988
0.050% due 05/07/13		1,000,000		999,950
Roche Holdings Inc 0.120% due 05/06/13		750,000		749,912
Siemens Capital Co LLC 0.110% due 04/17/13		900,000		899,956
The Coca-Cola Co 0.120% due 05/03/13		900,000		899,904
Toronto-Dominion Holdings USA Inc 0.160% due 04/23/13		400,000		399,961
Toyota Motor Credit Corp 0.200% due 05/03/13		900,000		899,840

	Principal Amount		Value
Unilever Capital Corp
0.100% due 04/01/13		$600,000		$600,000
0.140% due 05/30/13		400,000		399,908
United Parcel Service Inc 0.030% due 04/10/13		1,300,000		1,299,990
Wal-Mart Stores Inc
0.080% due 04/05/13		600,000		599,995
0.090% due 04/03/13		700,000		699,996
				24,598,034
U.S. Treasury Bills - 16.9%
0.076% due 04/25/13		1,500,000		1,499,924
0.087% due 05/16/13		1,500,000		1,499,837
0.091% due 04/04/13		1,250,000		1,249,991
0.131% due 05/23/13		750,000		749,856
				4,999,608
	Shares
Money Market Fund - 0.2%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		49,627		49,627
Total Short-Term Investments (Amortized Cost $29,647,269)				29,647,269
TOTAL INVESTMENTS - 100.1% (Amortized Cost $29,647,269)				29,647,269
OTHER ASSETS & LIABILITIES, NET - (0.1%)				(18,317	)
NET ASSETS - 100.0%				$29,628,952

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Commercial Paper	83.0	%
U.S. Treasury Bills	16.9	%
Others (each less than 3.0%)	0.2	%
	100.1	%
Other Assets & Liabilities, Net	(0.1	%)
	100.0	%

(b) As of March 31, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows (Unaudited):

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 March 31, 2013:

		Total Value at March 31, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Short-Term Investments		$29,647,269		$49,627		$29,597,642		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-25

B-24

PACIFIC LIFE FUNDS

Schedule of Investments (Continued)

Explanation of Symbols and Terms

March 31, 2013

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 March 31, 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 Abbreviation:
REIT	Real Estate Investment Trust

Note:

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

The descriptions and Standard and Poor’s quality ratings of the companies, if any, shown in the Schedules of Investments were obtained from published reports or other sources believed to be reliable, and are not audited by the Independent Registered Public Accounting Firm.

See Notes to Financial Statements

B-25

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES

March 31, 2013

	PL Portfolio Optimization Funds
	Conservative Fund			Moderate- Conservative Fund			Moderate Fund			Moderate- Aggressive Fund			Aggressive Fund
ASSETS
Investments in affiliated mutual funds, at cost		$472,405,451			$448,254,282			$1,093,739,058			$711,497,179			$196,485,321
Investments in affiliated mutual funds, at value		$506,971,078			$499,333,869			$1,268,476,448			$857,549,445			$255,625,766
Receivables:
Fund shares sold		1,705,024			1,739,768			5,339,313			2,439,205			779,977
Due from adviser		59,306			43,971			110,082			72,032			25,938
Prepaid expenses and other assets		13,529			14,933			26,983			21,145			9,063
Total Assets		508,748,937			501,132,541			1,273,952,826			860,081,827			256,440,744
LIABILITIES
Payables:
Fund shares redeemed		1,178,292			847,339			2,014,026			1,184,972			413,999
Securities purchased		120,866			440,868			1,363,834			496,514			323,409
Accrued advisory fees		85,569			83,768			212,876			143,957			42,915
Accrued administration fees		64,177			62,826			159,657			107,968			32,187
Accrued support service expenses		46,409			43,955			113,485			77,998			23,668
Accrued custodian fees and expenses		2,890			2,890			2,890			2,890			2,890
Accrued transfer agency out-of-pocket expenses		25,815			25,300			67,317			49,284			15,083
Accrued legal, audit and tax service fees		59,647			56,138			144,731			98,241			28,946
Accrued trustees’ fees and expenses and deferred compensation		1,113			1,007			2,370			1,498			361
Accrued distribution and/or service fees		62,463			59,319			145,211			99,178			28,972
Accrued other		46,555			43,926			114,383			78,031			23,010
Total Liabilities		1,693,796			1,667,336			4,340,780			2,340,531			935,440
NET ASSETS		$507,055,141			$499,465,205			$1,269,612,046			$857,741,296			$255,505,304
NET ASSETS CONSIST OF:
Paid-in capital		$471,222,128			$451,855,622			$1,112,959,583			$751,549,795			$233,015,274
Undistributed/accumulated net investment income (loss)		(1,085	)		(31,405	)		1,106,974			1,256,615			108,580
Undistributed/accumulated net realized gain (loss)		1,268,471			(3,438,599	)		(19,191,901	)		(41,117,380	)		(36,758,995	)
Net unrealized appreciation on investments		34,565,627			51,079,587			174,737,390			146,052,266			59,140,445
NET ASSETS		$507,055,141			$499,465,205			$1,269,612,046			$857,741,296			$255,505,304
Class A Shares:
Net Assets		$230,645,569			$246,609,296			$654,157,852			$436,055,186			$133,264,595
Shares of beneficial interest outstanding		20,230,899			20,384,286			50,106,674			32,700,108			9,869,168
Net Asset Value per share*		$11.40			$12.10			$13.06			$13.33			$13.50
Sales Charge (1)		0.66			0.70			0.76			0.78			0.79
Maximum offering price per share		$12.06			$12.80			$13.82			$14.11			$14.29
Class B Shares:
Net Assets		$41,999,165			$49,371,691			$136,410,740			$105,757,366			$33,013,396
Shares of beneficial interest outstanding		3,726,108			4,116,123			10,521,501			8,002,333			2,496,764
Net Asset Value and offering price per share*		$11.27			$11.99			$12.96			$13.22			$13.22
Class C Shares:
Net Assets		$220,687,706			$196,122,514			$445,932,340			$295,614,699			$81,754,156
Shares of beneficial interest outstanding		19,591,825			16,352,031			34,427,692			22,409,831			6,184,366
Net Asset Value and offering price per share*		$11.26			$11.99			$12.95			$13.19			$13.22
Class R Shares:
Net Assets		$12,356,714			$6,482,022			$29,715,455			$17,843,825			$7,250,675
Shares of beneficial interest outstanding		1,087,819			537,282			2,280,676			1,339,881			540,077
Net Asset Value per share		$11.36			$12.06			$13.03			$13.32			$13.43
Advisor Class:
Net Assets		$1,365,987			$879,682			$3,395,659			$2,470,220			$222,482
Shares of beneficial interest outstanding		119,747			72,694			260,077			185,157			16,463
Net Asset Value per share		$11.41			$12.10			$13.06			$13.34			$13.51

* 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

C-1

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

March 31, 2013

	PL Short Duration Income Fund		PL Income Fund		PL Strategic Income Fund		PL Floating Rate Income Fund		PL High Income Fund		PL Money Market Fund
ASSETS
Investments, at cost		$50,253,298		$587,642,070		$52,646,388		$260,727,606		$14,298,444		$29,647,269
Investments, at value		$50,786,833		$597,810,582		$54,078,993		$264,014,627		$14,927,310		$29,647,269
Foreign currency held, at value (1)		—		—		6,557		—		819		—
Receivables:
Dividends and interest		265,104		4,525,270		703,885		748,907		244,123		—
Fund shares sold		822,069		4,448,993		467,639		7,675,877		5,266		24,064
Securities sold		—		—		517,092		15,578,295		208,668		—
Due from adviser		3,244		56,830		8,562		21,883		6,082		8,011
Prepaid expenses and other assets		4,647		12,909		5,533		14,253		4,235		3,594
Total Assets		51,881,897		606,854,584		55,788,261		288,053,842		15,396,503		29,682,938
LIABILITIES
Payables:
Fund shares redeemed		328,082		2,100,232		46,375		139,196		6,097		32,073
Securities purchased		2,187,003		13,721,671		3,091,454		53,134,767		575,000		—
Income distributions		6,534		232,597		10,872		134,885		2,408		—
Accrued advisory fees		15,763		247,833		25,282		113,110		7,437		—
Accrued administration fees		5,911		74,350		6,321		26,102		1,859		—
Accrued support service expenses		1,358		48,261		2,216		9,006		858		3,395
Accrued custodian fees and expenses		3,828		13,325		6,265		7,655		4,541		4,818
Accrued transfer agency out-of-pocket expenses		898		29,068		1,510		5,186		630		1,371
Accrued legal, audit and tax service fees		1,754		65,787		3,509		12,280		1,754		4,386
Accrued trustees’ fees and expenses and deferred compensation		3		105		6		20		3		3,300
Accrued distribution and/or service fees		2,985		48,038		2,480		17,635		588		588
Accrued other		3,584		54,158		6,960		13,800		5,717		4,055
Total Liabilities		2,557,703		16,635,425		3,203,250		53,613,642		606,892		53,986
NET ASSETS		$49,324,194		$590,219,159		$52,585,011		$234,440,200		$14,789,611		$29,628,952
NET ASSETS CONSIST OF:
Paid-in capital		$48,593,269		$573,106,414		$50,189,973		$229,994,584		$13,929,172		$29,632,391
Undistributed/accumulated net investment income (loss)		15,134		219,811		34,596		113,212		9,171		(3,294	)
Undistributed/accumulated net realized gain (loss)		182,256		6,724,422		927,919		1,045,383		222,371		(145	)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		533,535		10,168,512		1,432,523		3,287,021		628,897		—
NET ASSETS		$49,324,194		$590,219,159		$52,585,011		$234,440,200		$14,789,611		$29,628,952
Class A Shares:
Net Assets		$22,588,626		$333,987,094		$20,963,430		$125,006,888		$3,496,830		$27,317,404
Shares of beneficial interest outstanding		2,158,967		30,574,715		1,866,269		11,953,988		313,277		27,328,361
Net Asset Value per share*		$10.46		$10.92		$11.23		$10.46		$11.16		$1.00
Sales Charge (2)		0.32		0.48		0.50		0.32		0.50		—
Maximum offering price per share		$10.78		$11.40		$11.73		$10.78		$11.66		$1.00
Class B Shares:
Net Assets												$571,727
Shares of beneficial interest outstanding												571,727
Net Asset Value and offering price per share*												$1.00
Class C Shares:
Net Assets		$10,307,496		$160,472,202		$7,948,070		$63,045,185		$2,203,497		$1,739,821
Shares of beneficial interest outstanding		986,558		14,688,174		708,236		6,034,962		197,517		1,739,821
Net Asset Value and offering price per share*		$10.45		$10.93		$11.22		$10.45		$11.16		$1.00
Class I Shares:
Net Assets		$13,279,579		$1,793,928		$22,098,780		$10,725,538		$8,810,020
Shares of beneficial interest outstanding		1,271,309		164,069		1,977,384		1,024,180		794,700
Net Asset Value per share		$10.45		$10.93		$11.18		$10.47		$11.09
Class P Shares:
Net Assets								$14,265
Shares of beneficial interest outstanding								1,363
Net Asset Value per share								$10.47
Advisor Class:
Net Assets		$3,148,493		$93,965,935		$1,574,731		$35,648,324		$279,264
Shares of beneficial interest outstanding		300,929		8,585,225		140,151		3,399,649		24,984
Net Asset Value per share		$10.46		$10.95		$11.24		$10.49		$11.18

* 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) The PL Short Duration Income and PL Floating Rate Income Funds are subject to a maximum 3.00% front-end sales charge. The PL Income, PL Strategic Income and PL High Income Funds are subject to a maximum 4.25% front-end sales charge. The PL Money Market is not subject to a front-end sales charge.

See Notes to Financial Statements

C-2

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED MARCH 31, 2013

	PL Portfolio Optimization Funds
	Conservative Fund			Moderate- Conservative Fund			Moderate Fund			Moderate- Aggressive Fund			Aggressive Fund
INVESTMENT INCOME
Dividends from affiliated mutual fund investments		$11,700,948			$9,385,276			$20,086,484			$10,937,380			$2,763,754
Dividends from mutual fund investments		165			5,572			11,669			10,580			2,313
Total Investment Income		11,701,113			9,390,848			20,098,153			10,947,960			2,766,067
EXPENSES
Advisory fees		902,217			863,580			2,226,451			1,530,091			472,264
Administration fees		676,662			647,685			1,669,838			1,147,568			354,198
Support services expenses		76,754			73,017			190,355			132,177			41,560
Custodian fees and expenses		8,755			8,755			8,755			8,755			8,755
Shareholder report expenses		66,517			62,929			163,642			113,358			33,900
Distribution and/or service fees (1)
Class A		532,733			534,447			1,426,579			963,328			308,723
Class B		376,117			450,678			1,234,774			976,530			312,837
Class C		1,891,125			1,667,050			3,940,117			2,664,954			748,250
Class R		56,330			31,055			125,216			77,630			32,581
Transfer agency out-of-pocket expenses		111,902			112,488			295,490			224,393			72,372
Registration fees		110,293			94,957			150,114			116,992			81,250
Legal, audit and tax service fees		87,149			82,407			212,992			145,833			44,063
Trustees’ fees and expenses		15,320			14,538			37,796			26,126			8,077
Other		27,486			26,569			65,657			46,719			16,303
Total Expenses		4,939,360			4,670,155			11,747,776			8,174,454			2,535,133
Adviser Reimbursement (2)		(504,164	)		(475,646	)		(1,124,770	)		(814,333	)		(306,272	)
Net Expenses		4,435,196			4,194,509			10,623,006			7,360,121			2,228,861
NET INVESTMENT INCOME		7,265,917			5,196,339			9,475,147			3,587,839			537,206
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
Investment security transactions in affiliated mutual funds		4,239,775			3,254,891			7,788,552			2,644,027			1,522,630
Investment security transactions		33			31			80			54			17
Capital gain distributions from affiliated mutual fund investments		8,663,260			6,536,243			10,995,882			5,900,539			1,182,606
Net Realized Gain		12,903,068			9,791,165			18,784,514			8,544,620			2,705,253
Change In Net Unrealized Appreciation (Depreciation) On:
Investment securities in affiliated mutual funds		7,744,436			15,270,220			62,333,092			52,807,520			15,639,878
Change in Net Unrealized Appreciation		7,744,436			15,270,220			62,333,092			52,807,520			15,639,878
NET GAIN		20,647,504			25,061,385			81,117,606			61,352,140			18,345,131
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$27,913,421			$30,257,724			$90,592,753			$64,939,979			$18,882,337

(1) See Notes 1 and 5 in Notes to Financial Statements. The Advisor Class Service Plan was terminated prior to commencement of operations of the Advisor Class shares of the PL Portfolio Optimization Funds and therefore is not shown.

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

See Notes to Financial Statements

C-3

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS (Continued)

FOR THE YEAR ENDED MARCH 31, 2013

	PL Short Duration Income Fund			PL Income Fund			PL Strategic Income Fund			PL Floating Rate Income Fund			PL High Income Fund			PL Money Market Fund
INVESTMENT INCOME
Dividends, net of foreign taxes withheld		$166			$4,541			$38,466			$37,311			$15,500			$20
Interest, net of foreign taxes withheld		631,458			17,626,921			1,547,017			5,663,967			665,413			36,083
Other		—			31,607			—			37,880			—			—
Total Investment Income		631,624			17,663,069			1,585,483			5,739,158			680,913			36,103
EXPENSES
Advisory fees		88,162			2,413,664			169,889			677,456			61,703			62,465
Administration fees		46,948			1,445,725			54,963			268,233			18,624			93,698
Support services expenses		2,252			75,891			3,556			12,561			1,305			5,667
Custodian fees and expenses		7,304			37,414			13,597			21,644			10,143			14,522
Shareholder report expenses		1,809			65,526			2,550			21,017			1,292			4,918
Distribution and/or service fees (1)
Class A		13,025			861,734			13,603			114,032			3,314			74,866
Class B		—			—			—			—			—			2,654
Class C		29,197			1,254,091			24,782			225,553			7,477			10,212
Advisor Class		9			2,159			65			159			3			—
Transfer agency out-of-pocket expenses		2,633			118,719			4,091			22,206			1,413			12,768
Registration fees		9,173			148,142			9,701			84,729			4,214			56,118
Legal, audit and tax service fees		2,560			92,325			4,723			16,708			2,163			6,448
Trustees’ fees and expenses		425			14,994			697			2,603			273			1,132
Offering expenses		56,728			—			56,728			28,099			56,728			—
Other		11,978			48,733			24,241			26,193			21,739			9,174
Total Expenses		272,203			6,579,117			383,186			1,521,193			190,391			354,642
Advisory Fee Waiver (2)		—			—			—			—			—			(62,465	)
Adviser Reimbursement (2)		(97,734	)		(1,323,370	)		(118,217	)		(347,661	)		(97,325	)		(110,746	)
Administration Fee Waiver (2)		—			—			—			—			—			(93,698	)
Service Fee Waiver (2)		—			—			—			—			—			(51,628	)
Net Expenses		174,469			5,255,747			264,969			1,173,532			93,066			36,105
NET INVESTMENT INCOME (LOSS)		457,155			12,407,322			1,320,514			4,565,626			587,847			(2	)
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
Investment security transactions		313,926			16,442,913			1,636,936			2,210,370			401,053			4
Foreign currency transactions		—			—			1,010			—			539			—
Net Realized Gain		313,926			16,442,913			1,637,946			2,210,370			401,592			4
Change In Net Unrealized Appreciation (Depreciation) On:
Investment securities		398,995			6,339,135			1,086,596			2,842,575			357,684			—
Foreign currency transactions		—			—			(82	)		—			31			—
Change in Net Unrealized Appreciation (Depreciation)		398,995			6,339,135			1,086,514			2,842,575			357,715			—
NET GAIN		712,921			22,782,048			2,724,460			5,052,945			759,307			4
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$1,170,076			$35,189,370			$4,044,974			$9,618,571			$1,347,154			$2
Foreign taxes withheld on dividends and interest		$—			$—			$30			$—			$—			$—

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

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

See Notes to Financial Statements

C-4

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
	Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2013			Year Ended March 31, 2012
OPERATIONS
Net investment income		$7,265,917			$5,189,027			$5,196,339			$4,037,287			$9,475,147			$7,197,426
Net realized gain		12,903,068			3,277,663			9,791,165			2,167,499			18,784,514			5,835,612
Change in net unrealized appreciation		7,744,436			6,885,771			15,270,220			9,994,683			62,333,092			31,124,333
Net Increase in Net Assets Resulting from Operations		27,913,421			15,352,461			30,257,724			16,199,469			90,592,753			44,157,371
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		(6,866,244	)		(3,963,242	)		(5,343,531	)		(3,227,833	)		(10,031,160	)		(6,896,937	)
Class B		(979,829	)		(582,094	)		(813,926	)		(513,693	)		(1,273,955	)		(890,273	)
Class C		(5,195,691	)		(2,791,770	)		(3,133,431	)		(1,709,111	)		(4,109,216	)		(2,663,615	)
Class R		(309,315	)		(238,985	)		(133,452	)		(297,928	)		(358,782	)		(267,714	)
Advisor Class		—			—			—			—			—			—
Net realized gains
Class A		(975,567	)		(463,189	)		—			—			—			—
Class B		(168,822	)		(88,712	)		—			—			—			—
Class C		(881,825	)		(435,773	)		—			—			—			—
Class R		(47,188	)		(30,666	)		—			—			—			—
Advisor Class		—			—			—			—			—			—
Net Decrease from Dividends and Distributions to Shareholders		(15,424,481	)		(8,594,431	)		(9,424,340	)		(5,748,565	)		(15,773,113	)		(10,718,539	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		107,943,161			102,650,253			93,384,527			87,677,363			202,865,923			216,395,619
Class B		12,505,939			13,149,877			12,613,199			15,240,310			28,937,285			32,094,003
Class C		90,923,111			86,058,302			68,944,959			56,767,607			114,905,237			114,353,551
Class R		5,039,462			5,023,414			1,983,464			7,592,421			12,475,430			11,467,594
Advisor Class		1,363,246			—			876,491			—			3,384,697			—
Dividends and distribution reinvestments
Class A		6,823,998			3,886,280			4,916,243			2,943,320			9,561,378			6,444,881
Class B		1,024,939			588,109			757,288			474,922			1,219,636			849,836
Class C		5,415,640			2,793,302			2,864,308			1,540,112			3,786,971			2,433,641
Class R		356,503			269,651			133,452			297,928			357,758			267,001
Advisor Class		—			—			—			—			—			—
Cost of shares repurchased
Class A		(73,161,140	)		(56,980,878	)		(50,735,951	)		(40,032,576	)		(114,813,077	)		(107,176,991	)
Class B		(5,699,887	)		(3,481,193	)		(6,952,917	)		(4,517,933	)		(17,515,390	)		(13,415,950	)
Class C		(39,366,794	)		(50,444,496	)		(28,604,386	)		(24,889,408	)		(65,771,079	)		(70,089,870	)
Class R		(3,906,311	)		(3,836,556	)		(2,221,581	)		(16,849,072	)		(8,134,764	)		(12,699,459	)
Advisor Class		(55	)		—			—			—			—			—
Net Increase in Net Assets from Capital Share Transactions		109,261,812			99,676,065			97,959,096			86,244,994			171,260,005			180,923,856
NET INCREASE IN NET ASSETS		121,750,752			106,434,095			118,792,480			96,695,898			246,079,645			214,362,688
NET ASSETS
Beginning of Year		385,304,389			278,870,294			380,672,725			283,976,827			1,023,532,401			809,169,713
End of Year		$507,055,141			$385,304,389			$499,465,205			$380,672,725			$1,269,612,046			$1,023,532,401
Undistributed/Accumulated Net Investment Income (Loss)		($1,085	)		($502,655	)		($31,405	)		$262,665			$1,106,974			$1,676,553

See Notes to Financial Statements

C-5

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	PL Portfolio Optimization Moderate-Aggressive Fund						PL Portfolio Optimization Aggressive Fund
	Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2013			Year Ended March 31, 2012
OPERATIONS
Net investment income		$3,587,839			$2,919,713			$537,206			$372,230
Net realized gain		8,544,620			3,749,164			2,705,253			130,355
Change in net unrealized appreciation		52,807,520			20,625,477			15,639,878			4,646,591
Net Increase in Net Assets Resulting from Operations		64,939,979			27,294,354			18,882,337			5,149,176
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		(4,411,653	)		(3,489,595	)		(920,030	)		(561,009	)
Class B		(403,481	)		(329,689	)		(8,876	)		—
Class C		(1,123,731	)		(803,908	)		(38,173	)		—
Class R		(141,142	)		(158,188	)		(32,924	)		(14,803	)
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	)		(4,781,380	)		(1,000,003	)		(575,812	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		105,360,707			117,617,903			31,112,894			31,784,559
Class B		16,703,733			21,114,174			4,168,688			5,002,321
Class C		59,537,333			59,635,150			17,338,489			24,218,955
Class R		6,712,096			9,034,035			2,402,818			4,243,854
Advisor Class		2,461,098			—			218,532			—
Dividends and distribution reinvestments
Class A		4,251,446			3,328,483			886,650			536,454
Class B		389,965			317,388			8,599			—
Class C		1,055,840			751,703			35,307			—
Class R		140,878			158,188			32,924			14,803
Advisor Class		—			—			—			—
Cost of shares repurchased
Class A		(68,791,354	)		(68,423,799	)		(30,471,856	)		(26,695,077	)
Class B		(14,658,748	)		(12,303,686	)		(5,479,851	)		(4,355,282	)
Class C		(42,516,841	)		(41,950,485	)		(17,905,394	)		(24,561,074	)
Class R		(4,951,355	)		(11,879,593	)		(2,365,955	)		(3,221,587	)
Advisor Class		—			—			—			—
Net Increase (Decrease) in Net Assets from Capital Share Transactions		65,694,798			77,399,461			(18,155	)		6,967,926
NET INCREASE IN NET ASSETS		124,554,770			99,912,435			17,864,179			11,541,290
NET ASSETS
Beginning of Year		733,186,526			633,274,091			237,641,125			226,099,835
End of Year		$857,741,296			$733,186,526			$255,505,304			$237,641,125
Undistributed Net Investment Income		$1,256,615			$1,546,068			$108,580			$410,096

See Notes to Financial Statements

C-6

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	PL Short Duration Income Fund (1)						PL Income Fund						PL Strategic Income Fund (1)
	Year Ended March 31, 2013			Period Ended March 31, 2012			Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2013			Period Ended March 31, 2012
OPERATIONS
Net investment income		$457,155			$60,554			$12,407,322			$4,544,980			$1,320,514			$221,490
Net realized gain		313,926			56,130			16,442,913			3,201,825			1,637,946			228,363
Change in net unrealized appreciation		398,995			134,540			6,339,135			3,709,953			1,086,514			346,009
Net Increase in Net Assets Resulting from Operations		1,170,076			251,224			35,189,370			11,456,758			4,044,974			795,862
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		(105,796	)		—			(9,199,985	)		(3,012,121	)		(256,720	)		—
Class C		(39,542	)		—			(2,518,096	)		(549,513	)		(94,548	)		—
Class I		(285,926	)		(59,453	)		(48,871	)		(940,375	)		(962,751	)		(190,597	)
Advisor Class		(25,265	)		—			(469,805	)		—			(19,981	)		—
Net realized gains
Class A		(43,053	)		—			(8,848,617	)		(486,579	)		(230,684	)		—
Class C		(39,621	)		—			(3,399,639	)		(122,517	)		(114,979	)		—
Class I		(86,775	)		—			(41,790	)		(2,113	)		(573,860	)		—
Advisor Class		(18,351	)		—			(513,462	)		—			(17,232	)		—
Net Decrease from Dividends and Distributions to Shareholders		(644,329	)		(59,453	)		(25,040,265	)		(5,113,218	)		(2,270,755	)		(190,597	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		25,242,662			—			265,671,625			270,672,136			21,885,984			—
Class C		10,802,733			—			96,463,160			78,065,409			8,573,364			—
Class I		277,900			12,000,000			747,113			1,088,751			1,544,246			17,000,000
Advisor Class		4,103,874			—			94,493,687			—			1,532,710			—
Dividends and distribution reinvestments
Class A		120,623			—			13,900,718			2,349,682			455,409			—
Class C		60,412			—			4,945,701			545,408			185,360			—
Class I		372,696			59,453			69,602			942,488			1,521,257			190,597
Advisor Class		39,437			—			857,150			—			31,591			—
Cost of shares repurchased
Class A		(2,876,027	)		—			(201,102,389	)		(35,115,509	)		(1,598,140	)		—
Class C		(592,240	)		—			(20,073,793	)		(2,932,504	)		(927,797	)		—
Class I		—			—			(354,320	)		(52,949,486	)		(183,792	)		—
Advisor Class		(1,004,847	)		—			(1,088,570	)		—			(5,262	)		—
Net Increase in Net Assets from Capital Share Transactions		36,547,223			12,059,453			254,529,684			262,666,375			33,014,930			17,190,597
NET INCREASE IN NET ASSETS		37,072,970			12,251,224			264,678,789			269,009,915			34,789,149			17,795,862
NET ASSETS
Beginning of Year or Period		12,251,224			—			325,540,370			56,530,455			17,795,862			—
End of Year or Period		$49,324,194			$12,251,224			$590,219,159			$325,540,370			$52,585,011			$17,795,862
Undistributed Net Investment Income		$15,134			$7,918			$219,811			$49,246			$34,596			$39,748

(1) Operations commenced on December 19, 2011.

See Notes to Financial Statements

C-7

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	PL Floating Rate Income Fund (1)						PL High Income Fund (2)						PL Money Market Fund
	Year Ended March 31, 2013			Period Ended March 31, 2012			Year Ended March 31, 2013			Period Ended March 31, 2012			Year Ended March 31, 2013			Year Ended March 31, 2012
OPERATIONS
Net investment income (loss)		$4,565,626			$1,305,553			$587,847			$140,612			($2	)		($5	)
Net realized gain (loss)		2,210,370			(55,054	)		401,592			111,589			4			(149	)
Change in net unrealized appreciation (depreciation)		2,842,575			444,446			357,715			271,182			—			—
Net Increase (Decrease) in Net Assets Resulting from Operations		9,618,571			1,694,945			1,347,154			523,383			2			(154	)
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		(2,050,935	)		(76,686	)		(74,859	)		—			—			—
Class B		—			—			—			—			—			—
Class C		(848,981	)		(19,277	)		(37,167	)		—			—			—
Class I		(1,249,900	)		(1,190,555	)		(495,793	)		(117,780	)		—			—
Class P		(123	)		—			—			—			—			—
Advisor Class		(325,153	)		—			(3,547	)		—			—			—
Net realized gains
Class A		(598,819	)		—			(51,882	)		—			—			—
Class B		—			—			—			—			—			—
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		(5,581,382	)		(1,286,518	)		(901,637	)		(117,780	)		—			—
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		120,227,225			11,991,538			3,832,157			—			42,618,839			45,578,881
Class B		—			—			—			—			1,053,696			—
Class C		59,364,754			3,395,490			2,970,629			—			5,087,169			—
Class I		4,750,535			40,343,574			199,429			7,000,000			—			—
Class P		14,291			—			—			—			—			—
Advisor Class		41,065,562			—			280,533			—			—			—
Dividends and distribution reinvestments
Class A		2,110,981			49,677			116,387			—			—			—
Class B		—			—			—			—			—			—
Class C		788,075			7,229			56,881			—			—			—
Class I		1,210,163			1,173,730			702,433			117,780			—			—
Class P		123			—			—			—			—			—
Advisor Class		273,104			—			4,088			—			—			—
Cost of shares repurchased
Class A		(11,094,224	)		(26,109	)		(490,218	)		—			(47,369,048	)		(51,953,637	)
Class B		—			—			—			—			(481,969	)		—
Class C		(1,319,775	)		(46,348	)		(844,981	)		—			(3,347,348	)		—
Class I		(38,351,412	)		(20,000	)		(1,000	)		—			—			—
Class P		(350	)		—			—			—			—			—
Advisor Class		(5,913,249	)		—			(5,627	)		—			—			—
Net Increase (Decrease) in Net Assets from Capital Share Transactions		173,125,803			56,868,781			6,820,711			7,117,780			(2,438,661	)		(6,374,756	)
NET INCREASE (DECREASE) IN NET ASSETS		177,162,992			57,277,208			7,266,228			7,523,383			(2,438,659	)		(6,374,910	)
NET ASSETS
Beginning of Year or Period		57,277,208			—			7,523,383			—			32,067,611			38,442,521
End of Year or Period		$234,440,200			$57,277,208			$14,789,611			$7,523,383			$29,628,952			$32,067,611
Undistributed/Accumulated Net Investment Income (Loss)		$113,212			$22,716			$9,171			$29,213			($3,294	)		($3,657	)

(1) Operations commenced on June 30, 2011.

(2) Operations commenced on December 19, 2011.

See Notes to Financial Statements

C-8

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS

Selected per share, ratios and supplemental data for each year or period ended March 31 were as follows:

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 from Investment Operations			Distributions from Net Investment Income			Distributions from Capital Gains			Total Distributions			Net Asset Value, End of Year or Period		Total Returns (2)			Net Assets, End of Year or Period (in thousands)		Ratios of Expenses Before Expense Reductions to Average Net Assets (3)	Ratios of Expenses After Expense Reductions to Average Net Assets (3), (4)	Ratios of Net Investment Income (Loss) to Average Net Assets (3)	Portfolio Turnover Rates
PL Portfolio Optimization Conservative Fund (5)
Class A:
4/1/2012 - 3/31/2013		$11.07		$0.23			$0.49			$0.72			($0.34	)		($0.05	)		($0.39	)		$11.40		6.57	%		$230,646	0.71%	0.60%	2.01%		27.28	%
4/1/2011 - 3/31/2012		10.87		0.22			0.29			0.51			(0.28	)		(0.03	)		(0.31	)		11.07		4.80	%		182,912	0.73%	0.60%	1.99%		10.20	%
4/1/2010 - 3/31/2011		10.41		0.15			0.63			0.78			(0.32	)		—			(0.32	)		10.87		7.60	%		130,249	0.78%	0.53%	1.43%		18.42	%
4/1/2009 - 3/31/2010		8.84		0.32			1.59			1.91			(0.31	)		(0.03	)		(0.34	)		10.41		21.67	%		68,938	0.95%	0.20%	3.20%		20.50	%
4/1/2008 - 3/31/2009		10.55		0.37			(1.50	)		(1.13	)		(0.55	)		(0.03	)		(0.58	)		8.84		(10.78	%)		32,817	0.95%	0.16%	3.91%		26.41	%
Class B:
4/1/2012 - 3/31/2013		$10.96		$0.14			$0.50			$0.64			($0.28	)		($0.05	)		($0.33	)		$11.27		5.89	%		$41,999	1.46%	1.35%	1.27%		27.28	%
4/1/2011 - 3/31/2012		10.78		0.13			0.29			0.42			(0.21	)		(0.03	)		(0.24	)		10.96		4.02	%		33,122	1.48%	1.35%	1.24%		10.20	%
4/1/2010 - 3/31/2011		10.34		0.07			0.63			0.70			(0.26	)		—			(0.26	)		10.78		6.80	%		22,282	1.53%	1.27%	0.68%		18.42	%
4/1/2009 - 3/31/2010		8.77		0.24			1.60			1.84			(0.24	)		(0.03	)		(0.27	)		10.34		21.07	%		13,336	1.70%	0.95%	2.45%		20.50	%
4/1/2008 - 3/31/2009		10.49		0.30			(1.50	)		(1.20	)		(0.49	)		(0.03	)		(0.52	)		8.77		(11.51	%)		8,306	1.70%	0.91%	3.16%		26.41	%
Class C:
4/1/2012 - 3/31/2013		$10.96		$0.14			$0.49			$0.63			($0.28	)		($0.05	)		($0.33	)		$11.26		5.84	%		$220,688	1.46%	1.35%	1.22%		27.28	%
4/1/2011 - 3/31/2012		10.77		0.13			0.30			0.43			(0.21	)		(0.03	)		(0.24	)		10.96		4.08	%		158,748	1.48%	1.35%	1.24%		10.20	%
4/1/2010 - 3/31/2011		10.33		0.07			0.63			0.70			(0.26	)		—			(0.26	)		10.77		6.81	%		117,458	1.53%	1.27%	0.68%		18.42	%
4/1/2009 - 3/31/2010		8.76		0.24			1.61			1.85			(0.25	)		(0.03	)		(0.28	)		10.33		21.14	%		67,620	1.70%	0.95%	2.45%		20.50	%
4/1/2008 - 3/31/2009		10.49		0.30			(1.51	)		(1.21	)		(0.49	)		(0.03	)		(0.52	)		8.76		(11.63	%)		37,659	1.70%	0.91%	3.16%		26.41	%
Class R:
4/1/2012 - 3/31/2013		$11.03		$0.20			$0.50			$0.70			($0.32	)		($0.05	)		($0.37	)		$11.36		6.38	%		$12,357	0.96%	0.85%	1.79%		27.28	%
4/1/2011 - 3/31/2012		10.83		0.19			0.29			0.48			(0.25	)		(0.03	)		(0.28	)		11.03		4.58	%		10,522	0.98%	0.85%	1.74%		10.20	%
4/1/2010 - 3/31/2011		10.38		0.13			0.61			0.74			(0.29	)		—			(0.29	)		10.83		7.25	%		8,881	1.03%	0.75%	1.20%		18.42	%
4/1/2009 - 3/31/2010		8.81		0.29			1.60			1.89			(0.29	)		(0.03	)		(0.32	)		10.38		21.53	%		7,972	1.20%	0.45%	2.95%		20.50	%
4/1/2008 - 3/31/2009		10.53		0.34			(1.50	)		(1.16	)		(0.53	)		(0.03	)		(0.56	)		8.81		(11.07	%)		3,197	1.20%	0.41%	3.66%		26.41	%
Advisor Class:
12/31/2012 - 3/31/2013		$11.18		($0.01	)		$0.24			$0.23			$—			$—			$—			$11.41		2.06	%		$1,366	0.48%	0.40%	(0.40%)		27.28	%
PL Portfolio Optimization Moderate-Conservative Fund (5)
Class A:
4/1/2012 - 3/31/2013		$11.56		$0.18			$0.64			$0.82			($0.28	)		$—			($0.28	)		$12.10		7.22	%		$246,609	0.71%	0.60%	1.58%		24.23	%
4/1/2011 - 3/31/2012		11.25		0.18			0.35			0.53			(0.22	)		—			(0.22	)		11.56		4.87	%		188,660	0.73%	0.60%	1.62%		9.52	%
4/1/2010 - 3/31/2011		10.54		0.12			0.87			0.99			(0.28	)		—			(0.28	)		11.25		9.53	%		132,919	0.78%	0.52%	1.16%		9.61	%
4/1/2009 - 3/31/2010		8.36		0.26			2.19			2.45			(0.27	)		—			(0.27	)		10.54		29.60	%		78,160	0.95%	0.20%	2.58%		10.42	%
4/1/2008 - 3/31/2009		10.96		0.30			(2.36	)		(2.06	)		(0.44	)		(0.10	)		(0.54	)		8.36		(19.15	%)		39,518	0.92%	0.14%	3.10%		31.68	%
Class B:
4/1/2012 - 3/31/2013		$11.46		$0.10			$0.63			$0.73			($0.20	)		$—			($0.20	)		$11.99		6.46	%		$49,372	1.46%	1.35%	0.85%		24.23	%
4/1/2011 - 3/31/2012		11.17		0.10			0.35			0.45			(0.16	)		—			(0.16	)		11.46		4.07	%		40,812	1.48%	1.35%	0.87%		9.52	%
4/1/2010 - 3/31/2011		10.47		0.04			0.87			0.91			(0.21	)		—			(0.21	)		11.17		8.78	%		28,411	1.53%	1.27%	0.41%		9.61	%
4/1/2009 - 3/31/2010		8.30		0.18			2.20			2.38			(0.21	)		—			(0.21	)		10.47		28.87	%		19,202	1.70%	0.95%	1.83%		10.42	%
4/1/2008 - 3/31/2009		10.89		0.23			(2.36	)		(2.13	)		(0.36	)		(0.10	)		(0.46	)		8.30		(19.85	%)		11,943	1.67%	0.89%	2.35%		31.68	%
Class C:
4/1/2012 - 3/31/2013		$11.47		$0.09			$0.64			$0.73			($0.21	)		$—			($0.21	)		$11.99		6.41	%		$196,123	1.46%	1.35%	0.81%		24.23	%
4/1/2011 - 3/31/2012		11.16		0.10			0.36			0.46			(0.15	)		—			(0.15	)		11.47		4.20	%		144,900	1.48%	1.35%	0.87%		9.52	%
4/1/2010 - 3/31/2011		10.47		0.04			0.86			0.90			(0.21	)		—			(0.21	)		11.16		8.71	%		107,411	1.53%	1.27%	0.41%		9.61	%
4/1/2009 - 3/31/2010		8.30		0.18			2.20			2.38			(0.21	)		—			(0.21	)		10.47		28.87	%		65,086	1.70%	0.95%	1.83%		10.42	%
4/1/2008 - 3/31/2009		10.89		0.22			(2.35	)		(2.13	)		(0.36	)		(0.10	)		(0.46	)		8.30		(19.84	%)		40,640	1.67%	0.89%	2.35%		31.68	%
Class R:
4/1/2012 - 3/31/2013		$11.52		$0.16			$0.63			$0.79			($0.25	)		$—			($0.25	)		$12.06		6.92	%		$6,482	0.96%	0.85%	1.39%		24.23	%
4/1/2011 - 3/31/2012		11.22		0.15			0.35			0.50			(0.20	)		—			(0.20	)		11.52		4.53	%		6,301	0.98%	0.85%	1.37%		9.52	%
4/1/2010 - 3/31/2011		10.51		0.10			0.86			0.96			(0.25	)		—			(0.25	)		11.22		9.32	%		15,236	1.03%	0.76%	0.91%		9.61	%
4/1/2009 - 3/31/2010		8.34		0.23			2.20			2.43			(0.26	)		—			(0.26	)		10.51		29.32	%		10,478	1.20%	0.45%	2.33%		10.42	%
4/1/2008 - 3/31/2009		10.94		0.27			(2.36	)		(2.09	)		(0.41	)		(0.10	)		(0.51	)		8.34		(19.36	%)		4,957	1.17%	0.39%	2.85%		31.68	%
Advisor Class:
12/31/2012 - 3/31/2013		$11.68		($0.01	)		$0.43			$0.42			$—			$—			$—			$12.10		3.60	%		$880	0.46%	0.40%	(0.40%)		24.23	%

See Notes to Financial Statements See explanation of references on C-12

C-9

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (Continued)

Selected per share, ratios and supplemental data for each year or period ended March 31 were as follows:

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 from Investment Operations			Distributions from Net Investment Income			Distributions from Capital Gains			Total Distributions			Net Asset Value, End of Year or Period		Total Returns (2)			Net Assets, End of Year or Period (in thousands)		Ratios of Expenses Before Expense Reductions to Average Net Assets (3)	Ratios of Expenses After Expense Reductions to Average Net Assets (3), (4)	Ratios of Net Investment Income (Loss) to Average Net Assets (3)	Portfolio Turnover Rates
PL Portfolio Optimization Moderate Fund (5)
Class A:
4/1/2012 - 3/31/2013		$12.26		$0.15			$0.86			$1.01			($0.21	)		$—			($0.21	)		$13.06		8.36	%		$654,158	0.70%	0.60%	1.20%		24.88	%
4/1/2011 - 3/31/2012		11.88		0.14			0.42			0.56			(0.18	)		—			(0.18	)		12.26		4.82	%		517,945	0.72%	0.60%	1.18%		6.77	%
4/1/2010 - 3/31/2011		10.81		0.10			1.19			1.29			(0.22	)		—			(0.22	)		11.88		12.10	%		384,999	0.77%	0.52%	0.91%		9.36	%
4/1/2009 - 3/31/2010		7.96		0.20			2.87			3.07			(0.22	)		—			(0.22	)		10.81		38.85	%		247,213	0.92%	0.20%	1.99%		9.43	%
4/1/2008 - 3/31/2009		11.51		0.23			(3.30	)		(3.07	)		(0.31	)		(0.17	)		(0.48	)		7.96		(27.25	%)		137,205	0.89%	0.14%	2.35%		25.95	%
Class B:
4/1/2012 - 3/31/2013		$12.18		$0.06			$0.85			$0.91			($0.13	)		$—			($0.13	)		$12.96		7.49	%		$136,411	1.45%	1.35%	0.47%		24.88	%
4/1/2011 - 3/31/2012		11.80		0.05			0.43			0.48			(0.10	)		—			(0.10	)		12.18		4.13	%		115,513	1.47%	1.35%	0.43%		6.77	%
4/1/2010 - 3/31/2011		10.74		0.02			1.18			1.20			(0.14	)		—			(0.14	)		11.80		11.33	%		92,064	1.52%	1.26%	0.17%		9.36	%
4/1/2009 - 3/31/2010		7.90		0.12			2.87			2.99			(0.15	)		—			(0.15	)		10.74		38.14	%		65,336	1.67%	0.95%	1.24%		9.43	%
4/1/2008 - 3/31/2009		11.44		0.16			(3.30	)		(3.14	)		(0.23	)		(0.17	)		(0.40	)		7.90		(27.95	%)		40,658	1.64%	0.89%	1.60%		25.95	%
Class C:
4/1/2012 - 3/31/2013		$12.17		$0.06			$0.85			$0.91			($0.13	)		$—			($0.13	)		$12.95		7.50	%		$445,932	1.45%	1.35%	0.46%		24.88	%
4/1/2011 - 3/31/2012		11.78		0.05			0.43			0.48			(0.09	)		—			(0.09	)		12.17		4.18	%		366,753	1.47%	1.35%	0.43%		6.77	%
4/1/2010 - 3/31/2011		10.73		0.02			1.17			1.19			(0.14	)		—			(0.14	)		11.78		11.26	%		308,449	1.52%	1.26%	0.17%		9.36	%
4/1/2009 - 3/31/2010		7.88		0.12			2.88			3.00			(0.15	)		—			(0.15	)		10.73		38.36	%		210,889	1.67%	0.95%	1.24%		9.43	%
4/1/2008 - 3/31/2009		11.42		0.16			(3.30	)		(3.14	)		(0.23	)		(0.17	)		(0.40	)		7.88		(28.02	%)		123,122	1.64%	0.89%	1.60%		25.95	%
Class R:
4/1/2012 - 3/31/2013		$12.24		$0.11			$0.86			$0.97			($0.18	)		$—			($0.18	)		$13.03		8.02	%		$29,715	0.95%	0.85%	0.93%		24.88	%
4/1/2011 - 3/31/2012		11.84		0.11			0.43			0.54			(0.14	)		—			(0.14	)		12.24		4.67	%		23,321	0.97%	0.85%	0.93%		6.77	%
4/1/2010 - 3/31/2011		10.77		0.07			1.18			1.25			(0.18	)		—			(0.18	)		11.84		11.82	%		23,658	1.02%	0.75%	0.68%		9.36	%
4/1/2009 - 3/31/2010		7.93		0.17			2.87			3.04			(0.20	)		—			(0.20	)		10.77		38.61	%		24,232	1.17%	0.45%	1.74%		9.43	%
4/1/2008 - 3/31/2009		11.48		0.20			(3.29	)		(3.09	)		(0.29	)		(0.17	)		(0.46	)		7.93		(27.48	%)		12,323	1.14%	0.39%	2.10%		25.95	%
Advisor Class:
12/31/2012 - 3/31/2013		$12.41		($0.01	)		$0.66			$0.65			$—			$—			$—			$13.06		5.24	%		$3,396	0.45%	0.40%	(0.40%)		24.88	%
PL Portfolio Optimization Moderate-Aggressive Fund (5)
Class A:
4/1/2012 - 3/31/2013		$12.41		$0.10			$0.96			$1.06			($0.14	)		$—			($0.14	)		$13.33		8.62	%		$436,055	0.71%	0.60%	0.83%		24.95	%
4/1/2011 - 3/31/2012		12.05		0.10			0.38			0.48			(0.12	)		—			(0.12	)		12.41		4.13	%		365,426	0.72%	0.60%	0.82%		7.52	%
4/1/2010 - 3/31/2011		10.68		0.07			1.44			1.51			(0.14	)		—			(0.14	)		12.05		14.36	%		301,232	0.77%	0.51%	0.62%		13.33	%
4/1/2009 - 3/31/2010		7.31		0.13			3.38			3.51			(0.14	)		—			(0.14	)		10.68		48.26	%		225,236	0.92%	0.20%	1.33%		13.96	%
4/1/2008 - 3/31/2009		11.79		0.16			(4.21	)		(4.05	)		(0.19	)		(0.24	)		(0.43	)		7.31		(35.15	%)		128,976	0.89%	0.14%	1.63%		22.98	%
Class B:
4/1/2012 - 3/31/2013		$12.30		$0.01			$0.96			$0.97			($0.05	)		$—			($0.05	)		$13.22		7.92	%		$105,757	1.46%	1.35%	0.09%		24.95	%
4/1/2011 - 3/31/2012		11.93		0.01			0.40			0.41			(0.04	)		—			(0.04	)		12.30		3.50	%		95,937	1.47%	1.35%	0.07%		7.52	%
4/1/2010 - 3/31/2011		10.57		(0.01	)		1.43			1.42			(0.06	)		—			(0.06	)		11.93		13.59	%		83,812	1.52%	1.26%	(0.13%)		13.33	%
4/1/2009 - 3/31/2010		7.21		0.05			3.38			3.43			(0.07	)		—			(0.07	)		10.57		47.84	%		68,751	1.67%	0.95%	0.58%		13.96	%
4/1/2008 - 3/31/2009		11.69		0.08			(4.19	)		(4.11	)		(0.13	)		(0.24	)		(0.37	)		7.21		(35.97	%)		43,587	1.64%	0.89%	0.88%		22.98	%
Class C:
4/1/2012 - 3/31/2013		$12.27		$0.01			$0.96			$0.97			($0.05	)		$—			($0.05	)		$13.19		7.95	%		$295,615	1.46%	1.35%	0.09%		24.95	%
4/1/2011 - 3/31/2012		11.91		0.01			0.39			0.40			(0.04	)		—			(0.04	)		12.27		3.39	%		257,114	1.47%	1.35%	0.07%		7.52	%
4/1/2010 - 3/31/2011		10.55		(0.01	)		1.43			1.42			(0.06	)		—			(0.06	)		11.91		13.64	%		230,964	1.52%	1.26%	(0.13%)		13.33	%
4/1/2009 - 3/31/2010		7.18		0.05			3.39			3.44			(0.07	)		—			(0.07	)		10.55		48.18	%		189,917	1.67%	0.95%	0.58%		13.96	%
4/1/2008 - 3/31/2009		11.67		0.08			(4.20	)		(4.12	)		(0.13	)		(0.24	)		(0.37	)		7.18		(36.12	%)		117,549	1.64%	0.89%	0.88%		22.98	%
Class R:
4/1/2012 - 3/31/2013		$12.40		$0.07			$0.96			$1.03			($0.11	)		$—			($0.11	)		$13.32		8.38	%		$17,844	0.96%	0.85%	0.55%		24.95	%
4/1/2011 - 3/31/2012		12.03		0.07			0.40			0.47			(0.10	)		—			(0.10	)		12.40		3.97	%		14,710	0.97%	0.85%	0.57%		7.52	%
4/1/2010 - 3/31/2011		10.67		0.04			1.44			1.48			(0.12	)		—			(0.12	)		12.03		14.00	%		17,265	1.02%	0.76%	0.37%		13.33	%
4/1/2009 - 3/31/2010		7.30		0.10			3.39			3.49			(0.12	)		—			(0.12	)		10.67		48.07	%		12,211	1.17%	0.45%	1.08%		13.96	%
4/1/2008 - 3/31/2009		11.79		0.13			(4.21	)		(4.08	)		(0.17	)		(0.24	)		(0.41	)		7.30		(35.38	%)		5,307	1.14%	0.39%	1.38%		22.98	%
Advisor Class:
12/31/2012 - 3/31/2013		$12.50		($0.01	)		$0.85			$0.84			$—			$—			$—			$13.34		6.72	%		$2,470	0.45%	0.40%	(0.40%)		24.95	%

See Notes to Financial Statements See explanation of references on C-12

C-10

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (Continued)

Selected per share, ratios and supplemental data for each year or period ended March 31 were as follows:

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 from Investment Operations			Distributions from Net Investment Income			Distributions from Capital Gains			Total Distributions			Net Asset Value, End of Year or Period		Total Returns (2)			Net Assets, End of Year or Period (in thousands)		Ratios of Expenses Before Expense Reductions to Average Net Assets (3)	Ratios of Expenses After Expense Reductions to Average Net Assets (3), (4)	Ratios of Net Investment Income (Loss) to Average Net Assets (3)	Portfolio Turnover Rates
PL Portfolio Optimization Aggressive Fund (5)
Class A:
4/1/2012 - 3/31/2013		$12.56		$0.07			$0.96			$1.03			($0.09	)		$—			($0.09	)		$13.50		8.30	%		$133,265	0.73%	0.60%	0.57%		29.68	%
4/1/2011 - 3/31/2012		12.29		0.06			0.27			0.33			(0.06	)		—			(0.06	)		12.56		2.73	%		122,397	0.74%	0.60%	0.52%		12.51	%
4/1/2010 - 3/31/2011		10.66		0.05			1.65			1.70			(0.07	)		—			(0.07	)		12.29		16.11	%		114,246	0.80%	0.51%	0.44%		26.22	%
4/1/2009 - 3/31/2010		6.92		0.09			3.75			3.84			(0.10	)		—			(0.10	)		10.66		55.84	%		98,669	0.94%	0.20%	0.94%		25.89	%
4/1/2008 - 3/31/2009		12.04		0.09			(4.88	)		(4.79	)		—			(0.33	)		(0.33	)		6.92		(40.88	%)		59,937	0.92%	0.14%	0.97%		18.16	%
Class B:
4/1/2012 - 3/31/2013		$12.28		($0.02	)		$0.96			$0.94			($0.00	)(9)		$—			($0.00	)(9)		$13.22		7.69	%		$33,013	1.48%	1.35%	(0.17%)		29.68	%
4/1/2011 - 3/31/2012		12.03		(0.03	)		0.28			0.25			—			—			—			12.28		2.08	%		31,969	1.49%	1.35%	(0.23%)		12.51	%
4/1/2010 - 3/31/2011		10.46		(0.03	)		1.65			1.62			(0.05	)		—			(0.05	)		12.03		15.62	%		30,693	1.55%	1.25%	(0.31%)		26.22	%
4/1/2009 - 3/31/2010		6.72		0.02			3.75			3.77			(0.03	)		—			(0.03	)		10.46		56.15	%		28,776	1.69%	0.95%	0.19%		25.89	%
4/1/2008 - 3/31/2009		11.93		0.02			(4.90	)		(4.88	)		—			(0.33	)		(0.33	)		6.72		(42.04	%)		18,042	1.67%	0.89%	0.22%		18.16	%
Class C:
4/1/2012 - 3/31/2013		$12.28		($0.02	)		$0.97			$0.95			($0.01	)		$—			($0.01	)		$13.22		7.71	%		$81,754	1.48%	1.35%	(0.18%)		29.68	%
4/1/2011 - 3/31/2012		12.03		(0.03	)		0.28			0.25			—			—			—			12.28		2.08	%		76,613	1.49%	1.35%	(0.23%)		12.51	%
4/1/2010 - 3/31/2011		10.46		(0.03	)		1.65			1.62			(0.05	)		—			(0.05	)		12.03		15.61	%		75,607	1.55%	1.25%	(0.31%)		26.22	%
4/1/2009 - 3/31/2010		6.71		0.02			3.75			3.77			(0.02	)		—			(0.02	)		10.46		56.11	%		68,230	1.69%	0.95%	0.19%		25.89	%
4/1/2008 - 3/31/2009		11.92		0.02			(4.90	)		(4.88	)		—			(0.33	)		(0.33	)		6.71		(41.99	%)		43,588	1.67%	0.89%	0.22%		18.16	%
Class R:
4/1/2012 - 3/31/2013		$12.48		$0.04			$0.97			$1.01			($0.06	)		$—			($0.06	)		$13.43		8.17	%		$7,251	0.98%	0.85%	0.33%		29.68	%
4/1/2011 - 3/31/2012		12.22		0.03			0.26			0.29			(0.03	)		—			(0.03	)		12.48		2.43	%		6,662	0.99%	0.85%	0.27%		12.51	%
4/1/2010 - 3/31/2011		10.61		0.02			1.65			1.67			(0.06	)		—			(0.06	)		12.22		16.02	%		5,553	1.05%	0.76%	0.19%		26.22	%
4/1/2009 - 3/31/2010		6.88		0.06			3.76			3.82			(0.09	)		—			(0.09	)		10.61		55.70	%		4,448	1.19%	0.45%	0.69%		25.89	%
4/1/2008 - 3/31/2009		12.03		0.06			(4.88	)		(4.82	)		—			(0.33	)		(0.33	)		6.88		(41.17	%)		2,106	1.17%	0.39%	0.72%		18.16	%
Advisor Class:
12/31/2012 - 3/31/2013		$12.56		($0.01	)		$0.96			$0.95			$—			$—			$—			$13.51		7.56	%		$222	0.48%	0.40%	(0.40%)		29.68	%
PL Short Duration Income Fund (6)
Class A:
6/29/2012 - 3/31/2013		$10.20		$0.16			$0.32			$0.48			($0.15	)		($0.07	)		($0.22	)		$10.46		4.78	%		$22,589	1.24%	0.85%	2.02%		145.60	%
Class C:
6/29/2012 - 3/31/2013		$10.20		$0.10			$0.33			$0.43			($0.11	)		($0.07	)		($0.18	)		$10.45		4.28	%		$10,307	1.99%	1.60%	1.27%		145.60	%
Class I:
4/1/2012 - 3/31/2013		$10.14		$0.23			$0.38			$0.61			($0.23	)		($0.07	)		($0.30	)		$10.45		6.10	%		$13,280	1.08%	0.60%	2.27%		145.60	%
12/19/2011 - 3/31/2012		10.00		0.06			0.15			0.21			(0.07	)		—			(0.07	)		10.14		2.10	%		12,251	2.04%	0.60%	2.06%		73.40	%
Advisor Class:
6/29/2012 - 3/31/2013		$10.20		$0.18			$0.31			$0.49			($0.16	)		($0.07	)		($0.23	)		$10.46		4.85	%		$3,148	0.99%	0.60%	2.27%		145.60	%
PL Income Fund (7)
Class A:
4/1/2012 - 3/31/2013		$10.61		$0.30			$0.55			$0.85			($0.29	)		($0.25	)		($0.54	)		$10.92		8.13	%		$333,987	1.17%	0.90%	2.76%		171.37	%
4/1/2011 - 3/31/2012		10.16		0.30			0.48			0.78			(0.30	)		(0.03	)		(0.33	)		10.61		7.79	%		247,522	1.35%	0.90%	2.94%		199.30	%
12/31/2010 - 3/31/2011		10.00		0.09			0.16			0.25			(0.09	)		—			(0.09	)		10.16		2.46	%		5,300	1.77%	0.90%	3.62%		142.25	%
Class C:
4/1/2012 - 3/31/2013		$10.62		$0.22			$0.55			$0.77			($0.21	)		($0.25	)		($0.46	)		$10.93		7.37	%		$160,472	1.92%	1.65%	2.01%		171.37	%
6/30/2011 - 3/31/2012		10.32		0.17			0.33			0.50			(0.17	)		(0.03	)		(0.20	)		10.62		4.89	%		76,726	2.07%	1.65%	2.17%		199.30	%
Class I:
4/1/2012 - 3/31/2013		$10.62		$0.33			$0.55			$0.88			($0.32	)		($0.25	)		($0.57	)		$10.93		8.39	%		$1,794	0.77%	0.65%	3.01%		171.37	%
4/1/2011 - 3/31/2012		10.16		0.36			0.44			0.80			(0.31	)		(0.03	)		(0.34	)		10.62		7.95	%		1,292	0.95%	0.65%	3.42%		199.30	%
12/31/2010 - 3/31/2011		10.00		0.10			0.15			0.25			(0.09	)		—			(0.09	)		10.16		2.48	%		51,231	1.37%	0.65%	3.87%		142.25	%
Advisor Class:
6/29/2012 - 3/31/2013		$10.79		$0.24			$0.41			$0.65			($0.24	)		($0.25	)		($0.49	)		$10.95		5.97	%		$93,966	0.94%	0.67%	2.99%		171.37	%

See Notes to Financial Statements See explanation of references on C-12

C-11

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (Continued)

Selected per share, ratios and supplemental data for each year or period ended March 31 were as follows:

For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (1)			Net Realized and Unrealized Gain			Total from Investment Operations			Distributions from Net Investment Income			Distributions from Capital Gains			Total Distributions			Net Asset Value, End of Year or Period		Total Returns (2)			Net Assets, End of Year or Period (in thousands)		Ratios of Expenses Before Expense Reductions to Average Net Assets (3)	Ratios of Expenses After Expense Reductions to Average Net Assets (3), (4)	Ratios of Net Investment Income (Loss) to Average Net Assets (3)	Portfolio Turnover Rates
PL Strategic Income Fund (6)
Class A:
6/29/2012 - 3/31/2013		$10.53		$0.38			$0.98			$1.36			($0.36	)		($0.30	)		($0.66	)		$11.23		13.12	%		$20,963	1.47%	1.05%	4.55%		352.86	%
Class C:
6/29/2012 - 3/31/2013		$10.53		$0.32			$0.98			$1.30			($0.31	)		($0.30	)		($0.61	)		$11.22		12.52	%		$7,948	2.22%	1.80%	3.80%		352.86	%
Class I:
4/1/2012 - 3/31/2013		$10.40		$0.52			$1.09			$1.61			($0.53	)		($0.30	)		($0.83	)		$11.18		15.94	%		$22,099	1.22%	0.80%	4.80%		352.86	%
12/19/2011 - 3/31/2012		10.00		0.14			0.38			0.52			(0.12	)		—			(0.12	)		10.40		5.22	%		17,796	1.78%	0.80%	4.84%		155.66	%
Advisor Class:
6/29/2012 - 3/31/2013		$10.53		$0.40			$0.97			$1.37			($0.36	)		($0.30	)		($0.66	)		$11.24		13.31	%		$1,575	1.24%	0.82%	4.78%		352.86	%
PL Floating Rate Income Fund (7)
Class A:
4/1/2012 - 3/31/2013		$10.07		$0.46			$0.46			$0.92			($0.43	)		($0.10	)		($0.53	)		$10.46		9.36	%		$125,007	1.43%	1.05%	4.46%		185.79	%
12/30/2011 - 3/31/2012		9.81		0.13			0.24			0.37			(0.11	)		—			(0.11	)		10.07		3.79	%		12,071	1.55%	1.05%	5.33%		139.00	%
Class C:
4/1/2012 - 3/31/2013		$10.07		$0.38			$0.46			$0.84			($0.36	)		($0.10	)		($0.46	)		$10.45		8.56	%		$63,045	2.18%	1.80%	3.71%		185.79	%
12/30/2011 - 3/31/2012		9.81		0.11			0.25			0.36			(0.10	)		—			(0.10	)		10.07		3.68	%		3,372	2.30%	1.80%	4.61%		139.00	%
Class I:
4/1/2012 - 3/31/2013		$10.08		$0.48			$0.46			$0.94			($0.45	)		($0.10	)		($0.55	)		$10.47		9.56	%		$10,726	1.03%	0.80%	4.71%		185.79	%
6/30/2011 - 3/31/2012		10.00		0.34			0.06			0.40			(0.32	)		—			(0.32	)		10.08		4.11	%		41,834	1.24%	0.80%	4.60%		139.00	%
Class P:
12/31/2012 - 3/31/2013		$10.29		$0.12			$0.16			$0.28			($0.10	)		$—			($0.10	)		$10.47		2.74	%		$14	0.99%	0.80%	4.70%		185.79	%
Advisor Class:
6/29/2012 - 3/31/2013		$10.12		$0.36			$0.45			$0.81			($0.34	)		($0.10	)		(0.44	)		$10.49		8.13	%		$35,648	1.15%	0.80%	4.70%		185.79	%
PL High Income Fund (6)
Class A:
6/29/2012 - 3/31/2013		$10.57		$0.46			$0.84			$1.30			($0.44	)		($0.27	)		($0.71	)		$11.16		12.59	%		$3,497	1.87%	1.05%	5.57%		153.78	%
Class C:
6/29/2012 - 3/31/2013		$10.57		$0.40			$0.85			$1.25			($0.39	)		($0.27	)		($0.66	)		$11.16		12.11	%		$2,203	2.62%	1.80%	4.82%		153.78	%
Class I:
4/1/2012 - 3/31/2013		$10.58		$0.63			$0.82			$1.45			($0.67	)		($0.27	)		($0.94	)		$11.09		14.21	%		$8,810	1.78%	0.80%	5.82%		153.78	%
12/19/2011 - 3/31/2012		10.00		0.20			0.55			0.75			(0.17	)		—			(0.17	)		10.58		7.50	%		7,523	2.82%	0.80%	6.73%		92.87	%
Advisor Class:
6/29/2012 - 3/31/2013		$10.57		$0.48			$0.85			$1.33			($0.45	)		($0.27	)		($0.72	)		$11.18		12.87	%		$279	1.63%	0.81%	5.81%		153.78	%
PL Money Market Fund (8)
Class A:
4/1/2012 - 3/31/2013		$1.00		($0.00	)(9)		$0.00	(9)		$0.00	(9)		$—			$—			$—			$1.00		0.00	%		$27,317	1.10%	0.12%	(0.00%)(9)		N/A
4/1/2011 - 3/31/2012		1.00		(0.00	)(9)		0.00	(9)		(0.00	)(9)		—			—			—			1.00		0.00	%		32,068	1.01%	0.11%	(0.00%)(9)		N/A
4/1/2010 - 3/31/2011		1.00		(0.00	)(9)		0.00	(9)		0.00			—			—			—			1.00		0.00	%		38,443	1.00%	0.24%	(0.00%)(9)		N/A
4/1/2009 - 3/31/2010		1.00		(0.00	)(9)		0.00	(9)		0.00			(0.00	)(9)		—			(0.00	)(9)		1.00		0.03	%		34,669	1.09%	0.36%	(0.00%)(9)		N/A
4/1/2008 - 3/31/2009		1.00		0.01			—			0.01			(0.01	)		—			(0.01	)		1.00		1.27	%		55,424	1.18%	0.78%	1.22%		N/A
Class B:
6/29/2012 - 3/31/2013		$1.00		($0.00	)(9)		$0.00	(9)		$0.00	(9)		$—			$—			$—			$1.00		0.00	%		$572	1.85%	0.11%	(0.00%)(9)		N/A
Class C:
6/29/2012 - 3/31/2013		$1.00		($0.00	)(9)		$0.00	(9)		$0.00	(9)		$—			$—			$—			$1.00		0.00	%		$1,740	1.85%	0.11%	(0.00%)(9)		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 total returns include reinvestment of all dividends and capital gain 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.

(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, adviser expense reimbursements, administration fee waivers, and service fee waivers, as discussed in Note 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.

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

(6) 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.

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

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

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

See Notes to Financial Statements

C-12

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS

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 March 31, 2013, the Trust was comprised of thirty-three separate funds, eleven 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 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 distribution and/or service fees 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 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 level of distribution and/or service fees and in general: (i) Class A shares of the PL Short Duration Income and PL Floating Rate 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 shares 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.

The Trust’s distributor receives all net commissions (front-end sales charges and CDSC) 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 annual report for the PL Underlying Funds is not included in this report; there is a separate annual report for the PL Underlying Funds, which is available without charge. For information on how to obtain the annual report for the PL Underlying Funds, see the Where to Go for More Information section of this report on page F-10.

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 disclosure 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.

The Fund implemented the additional disclosure requirements under the Accounting Standards Update No. 2011-04 issued by the Financial Accounting Standards Board which requires additional disclosures for fair value measurements categorized within Level 3 of the three-tier hierarchy defined under the Accounting Standards Codification No. 820, Fair Value Measurements and Disclosure, as well as additional disclosure for all transfers in and out of Level 1 and Level 2 (see Note 3D and Notes to Schedules of Investments).

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

The Funds declare and pay dividends on net investment income at least annually, except for the PL Short Duration Income Fund, PL Income Fund, PL Strategic Income Fund, PL Floating Rate Income Fund, PL High Income Fund and PL Money Market Fund. Dividends, if any, are generally declared and paid monthly for the PL Short Duration Income Fund, PL Income Fund, PL Strategic Income Fund, PL Floating Rate Income Fund and PL High Income Fund and declared daily and paid monthly for the PL Money Market Fund. 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.

D-1

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

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, 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.

F. RECENT ACCOUNTING PRONOUNCEMENT

In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) that requires disclosures to make financial statements that are prepared under U.S. GAAP more comparable to those prepared under International Financial Reporting Standards. The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of assets and liabilities such as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, the ASU requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. The ASU is effective for interim and annual reporting periods beginning on or after January 1, 2013. Management is currently evaluating the impact, if any, that the implementation of this ASU will have on the Trust’s financial statement disclosures.

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 alternate valuation methodologies approved by the Board, 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 (the value of the securities and other investments a Fund holds), 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 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 or the NAV determined earlier that 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 weekends or 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.

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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 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 by approved pricing and quotation services using the mean between the most recent bid and ask prices 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 processes 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 value of such investments may be determined in accordance with Board approved formulas and methodologies (“Alternate Valuation Methodologies”). 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, proration rates, 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, accounting and compliance members of the Trust’s Adviser, 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 methodologies used to value Level 2 and Level 3 investments to evaluate 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 valuing each Fund’s investments 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 sales, and transfers in and out of Level 3 during the

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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 March 31, 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. The models also take into consideration data received from active market makers and inter-dealer brokers, yield curves, and the spread over comparable U.S. Treasury issues. The spreads 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 reflected 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 a 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 a 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.

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NOTES TO FINANCIAL STATEMENTS (Continued)

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 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 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 General Investment Risk 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 (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 March 31, 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

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NOTES TO FINANCIAL STATEMENTS (Continued)

may incur certain costs and delays in receiving payment or may suffer a loss of principal and/or interest. As of March 31, 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, notes and bonds, and securities 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 investment 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 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 High Income	0.60%
PL Portfolio Optimization Moderate	0.20%	PL Income	0.50%	PL Money Market	See (1)
PL Portfolio Optimization Moderate-Aggressive	0.20%	PL Strategic Income	0.60%

(1) 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 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 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-

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NOTES TO FINANCIAL STATEMENTS (Continued)

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”) and an Advisor Class Service Plan (“Advisor Class Plan”) which were not adopted in accordance with Rule 12b-1 under the 1940 Act. The Advisor Class Plan was terminated effective October 1, 2012. 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.

The service fee was 0.25% for Class B, C, and R shares. Under the Class A Plan and the Advisor Class 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. Effective October 1, 2012, the Advisor Class Plan was terminated and the related 0.25% service fee imposed under that plan was eliminated. There are no distribution and service fees for Class I and Class P shares. The distribution and service fees were accrued daily. For the year ended March 31, 2013, the Distributor, acting as underwriter, received net commissions (front-end sales charges) of $21,644,094 from the sale of Class A shares and received $979,090 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 year ended March 31, 2013 are presented in the Statements of Operations. The amounts of each of these fees that remained payable as of March 31, 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, 2023. 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 Money Market Fund is 0.30% through July 31, 2013. 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 year ended March 31, 2013.

For the PL Money Market Fund, in addition to the above expense cap, 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 year ended March 31, 2013 are presented in the Statements of Operations. Any amounts that remained due from the Adviser as of March 31, 2013 are presented in the Statements of Assets and Liabilities.

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PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

The cumulative reimbursement and fee reduction amounts, if any, as of March 31, 2013 that are subject to repayment for each Fund covered in this report are as follows:

	Expiration Date
Funds	3/31/2014		3/31/2015		3/31/2016
PL Portfolio Optimization Conservative		$486,514		$406,199		$504,164
PL Portfolio Optimization Moderate-Conservative		467,467		416,693		475,646
PL Portfolio Optimization Moderate		1,294,312		1,027,703		1,124,770
PL Portfolio Optimization Moderate-Aggressive		1,124,694		807,014		814,333
PL Portfolio Optimization Aggressive		477,661		316,090		306,272
PL Short Duration Income				42,485		97,734
PL Income		85,763		651,413		1,323,370
PL Strategic Income				45,025		118,217
PL Floating Rate Income				123,956		347,661
PL High Income				42,254		97,325
PL Money Market		112,758		93,514		110,746
Total		$4,049,169		$3,972,346		$5,320,238

Due to the current regulatory and accounting guidance, all expense reimbursements made by the Adviser for the period September 28, 2001 (the Pacific Life Funds’ commencement date of operations) to March 31, 2010 expired for future recoupment as of March 31, 2013. Based on the Trust’s experience, the likelihood of repayment by a Fund for the amounts presented in the table above prior to the expiration is considered remote and no liabilities for such repayments were recorded by any Fund as of March 31, 2013.

C. INVESTMENTS IN AFFILIATED FUNDS

As of March 31, 2013, each of the Portfolio Optimization Funds (aggregate of Classes A, B, C, R and Advisor Class) owned Class P shares in each of the applicable affiliated PL Underlying Funds. A summary of transactions for the year ended March 31, 2013 and total investments by each of the Portfolio Optimization Funds in each PL Underlying Fund as of March 31, 2013 is as follows:

Fund/Underlying Fund	Beginning Value as of April 1, 2012		Purchase Cost (1)		Distributions Received and Reinvested (2)		Sales Proceeds		Net Realized Gain (Loss) (3)			Change in Unrealized Appreciation (Depreciation)			As of March 31, 2013
															Ending Value		Shares Balance
PL Portfolio Optimization Conservative Fund
PL Floating Rate Loan		$35,101,966		$6,437,547		$1,395,021		$11,736,035		$77,863			$361,934			$31,638,296		3,089,677
PL Inflation Managed		68,199,217		13,318,715		2,211,361		35,189,275		6,534,081			(4,468,190	)		50,605,909		5,195,679
PL Managed Bond		145,233,374		37,188,180		5,359,439		17,318,484		2,115,299			3,159,112			175,736,920		15,817,905
PL Short Duration Bond		53,261,770		29,736,744		1,014,297		7,892,475		(5,218	)		265,816			76,380,934		7,547,523
PL Emerging Markets Debt		—		32,380,291		553,887		10,202,346		616,220			1,029,387			24,377,439		2,315,046
PL Comstock		15,809,818		8,687,991		254,804		5,922,127		377,318			3,066,125			22,273,929		1,546,801
PL Growth LT		—		3,427,460		43,359		20,605		116			232,847			3,683,177		264,406
PL Large-Cap Growth		8,315,703		2,189,300		—		1,078,966		658,197			247,735			10,331,969		993,459
PL Large-Cap Value		19,630,552		5,372,543		400,282		4,873,641		167,966			2,737,567			23,435,269		1,678,744
PL Main Street Core		7,786,550		4,551,820		78,238		5,620,398		648,964			39,642			7,484,816		613,510
PL Mid-Cap Equity		11,699,118		2,813,284		50,177		6,750,438		409,851			(191,212	)		8,030,780		730,071
PL Mid-Cap Growth		—		9,317,902		8,256		4,918,890		74,095			294,435			4,775,798		556,620
PL International Large-Cap		11,739,271		4,800,370		173,069		6,331,078		703,143			725,228			11,810,003		716,626
PL International Value		7,620,789		3,752,008		139,974		4,937,057		526,007			82,358			7,184,079		789,459
PL Currency Strategies		—		14,689,117		—		88,306		1,302			467,889			15,070,002		1,460,271
PL Global Absolute Return		—		29,378,234		18,124		176,611		1,094			556,124			29,776,965		2,922,175
PL Precious Metals		—		5,269,193		660		29,436		(3,263	)		(862,361	)		4,374,793		532,213
		$384,398,128		$213,310,699		$11,700,948		$123,086,168		$12,903,035			$7,744,436			$506,971,078
PL Portfolio Optimization Moderate-Conservative Fund
PL Floating Rate Loan		$26,122,815		$6,164,909		$1,251,416		$3,916,609		$64,212			$355,678			$30,042,421		2,933,830
PL Inflation Managed		51,388,726		13,828,836		1,626,429		26,333,550		5,158,167			(3,443,116	)		42,225,492		4,335,266
PL Managed Bond		103,929,699		25,624,992		3,153,212		24,691,885		1,875,866			2,223,170			112,115,054		10,091,364
PL Short Duration Bond		37,087,423		22,488,704		686,772		5,104,544		27,939			192,586			55,378,880		5,472,221
PL Emerging Markets Debt		—		14,885,303		374,970		273,280		38,511			682,836			15,708,340		1,491,770
PL Comstock		22,937,445		6,578,444		353,279		3,211,851		64,526			4,461,035			31,182,878		2,165,478
PL Growth LT		8,162,251		2,266,758		56,867		5,585,390		560,464			(610,239	)		4,850,711		348,220
PL Large-Cap Growth		16,703,941		5,302,170		—		5,450,253		1,302,944			(98,051	)		17,760,751		1,707,765
PL Large-Cap Value		30,886,858		8,208,287		676,458		4,167,423		144,316			4,897,267			40,645,763		2,911,588
PL Main Street Core		19,364,841		8,308,058		328,012		4,622,253		284,028			2,058,360			25,721,046		2,108,282
PL Mid-Cap Equity		15,326,405		2,041,166		62,408		7,438,912		(8,574	)		254,119			10,236,612		930,601
PL Mid-Cap Growth		8,475,728		584,338		15,193		3,747,796		(168,306	)		(129,158	)		5,029,999		586,247
PL Small-Cap Growth		—		5,827,977		—		147,962		1,098			960,261			6,641,374		499,727
PL Small-Cap Value		3,730,125		739,234		73,087		88,379		(262	)		707,892			5,161,697		424,831
PL Emerging Markets		4,088,047		3,990,852		51,310		375,657		(16,874	)		648,537			8,386,215		589,748
PL International Large-Cap		20,120,603		4,426,889		318,742		5,640,502		562,777			1,459,958			21,248,467		1,289,349
PL International Value		11,742,921		5,656,590		339,196		3,941,796		(95,569	)		1,287,125			14,988,467		1,647,084
PL Currency Strategies		—		13,569,936		—		47,261		992			433,379			13,957,046		1,352,427
PL Global Absolute Return		—		28,499,194		16,708		94,521		28			521,667			28,943,076		2,840,341
PL Precious Metals		—		10,738,104		1,217		31,506		(5,149	)		(1,593,086	)		9,109,580		1,108,221
		$380,067,828		$189,730,741		$9,385,276		$104,911,330		$9,791,134			$15,270,220			$499,333,869

D-8

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

Fund/Underlying Fund	Beginning Value as of April 1, 2012		Purchase Cost (1)		Distributions Received and Reinvested (2)		Sales Proceeds		Net Realized Gain (Loss) (3)			Change in Unrealized Appreciation (Depreciation)			As of March 31, 2013
															Ending Value		Shares Balance
PL Portfolio Optimization Moderate Fund
PL Floating Rate Loan		$50,882,158		$7,013,621		$2,037,637		$12,110,738		$133,364			$591,539			$48,547,581		4,740,975
PL Inflation Managed		111,021,687		18,857,712		1,987,264		82,242,539		10,250,993			(5,996,046	)		53,879,071		5,531,732
PL Managed Bond		172,681,481		41,281,810		5,535,375		29,787,377		3,126,974			3,773,529			196,611,792		17,696,831
PL Short Duration Bond		50,536,332		37,128,057		951,226		11,010,972		110,926			262,171			77,977,740		7,705,310
PL Emerging Markets Debt		—		33,582,676		860,510		406,084		96,930			1,581,572			35,715,604		3,391,795
PL Comstock		80,926,793		18,205,711		1,187,542		10,587,522		(434,980	)		15,490,500			104,788,044		7,276,948
PL Growth LT		40,803,800		6,864,959		216,040		28,855,229		1,777,981			(2,391,807	)		18,415,744		1,322,020
PL Large-Cap Growth		53,695,918		9,793,113		—		12,251,108		3,558,869			208,567			55,005,359		5,288,977
PL Large-Cap Value		102,395,841		25,875,679		2,128,079		17,026,512		1,128,241			15,040,021			129,541,349		9,279,466
PL Main Street Core		72,466,065		18,688,375		990,946		16,906,043		1,355,378			5,455,764			82,050,485		6,725,450
PL Mid-Cap Equity		61,135,915		10,119,972		283,788		22,961,565		(1,401,256	)		3,610,503			50,787,357		4,617,032
PL Mid-Cap Growth		21,228,466		3,803,994		58,222		5,697,390		(140,869	)		20,484			19,272,907		2,246,260
PL Small-Cap Growth		10,181,466		3,723,045		—		165,971		(4,503	)		1,816,396			15,550,433		1,170,085
PL Small-Cap Value		30,238,045		9,278,076		650,649		484,376		(9,999	)		6,260,382			45,932,777		3,780,475
PL Real Estate		20,203,471		3,027,516		302,637		277,799		(8,459	)		1,917,646			25,165,012		1,840,893
PL Emerging Markets		31,173,205		13,507,269		282,028		832,524		(64,205	)		3,075,575			47,141,348		3,315,144
PL International Large-Cap		82,466,664		6,561,938		1,275,808		20,165,971		146,659			7,604,710			77,889,808		4,726,323
PL International Value		30,144,471		23,595,391		1,300,341		6,011,743		(836,546	)		5,509,281			53,701,195		5,901,230
PL Currency Strategies		—		46,584,359		—		59,740		(111	)		1,455,855			47,980,363		4,649,260
PL Global Absolute Return		—		59,399,700		35,307		74,675		(197	)		1,095,724			60,455,859		5,932,862
PL Precious Metals		—		26,143,435		3,085		29,870		(756	)		(4,049,274	)		22,066,620		2,684,504
		$1,022,181,778		$423,036,408		$20,086,484		$277,945,748		$18,784,434			$62,333,092			$1,268,476,448
PL Portfolio Optimization Moderate-Aggressive Fund
PL Inflation Managed		$57,292,440		$6,584,883		$693,596		$49,232,274		$5,281,028			($2,969,088	)		$17,650,585		1,812,175
PL Managed Bond		57,670,797		23,135,765		2,125,233		11,871,371		1,395,393			1,160,965			73,616,782		6,626,173
PL Short Duration Bond		14,493,982		6,739,769		153,852		7,681,797		129,002			30,189			13,864,997		1,370,059
PL Emerging Markets Debt		—		9,518,983		253,360		191,672		27,632			468,717			10,077,020		956,982
PL Comstock		66,059,556		20,901,366		857,841		20,349,471		(470,492	)		12,093,293			79,092,093		5,492,506
PL Growth LT		44,915,791		1,868,357		175,022		29,684,528		1,762,673			(2,260,385	)		16,776,930		1,204,374
PL Large-Cap Growth		38,341,867		4,562,177		—		904,090		2,539,844			764,808			45,304,606		4,356,212
PL Large-Cap Value		81,402,000		28,511,049		1,589,222		24,400,774		2,222,203			10,537,140			99,860,840		7,153,355
PL Main Street Core		67,171,262		3,716,012		972,208		3,254,458		150,468			5,655,978			74,411,470		6,099,301
PL Mid-Cap Equity		57,904,304		4,333,472		319,629		12,841,901		(1,392,722	)		4,041,636			52,364,418		4,760,402
PL Mid-Cap Growth		29,526,051		3,914,977		65,711		10,168,768		(71,849	)		(560,879	)		22,705,243		2,646,299
PL Small-Cap Growth		14,442,682		1,533,746		—		317,594		9,871			1,935,398			17,604,103		1,324,613
PL Small-Cap Value		35,788,864		10,476,225		756,549		941,422		(11,391	)		7,297,135			53,365,960		4,392,260
PL Real Estate		22,694,774		254,547		296,698		541,985		10,746			1,935,188			24,649,968		1,803,216
PL Emerging Markets		36,453,408		3,508,406		245,667		1,505,241		(108,460	)		2,185,690			40,779,470		2,867,755
PL International Large-Cap		66,066,327		4,906,288		1,097,453		11,324,017		(239,576	)		6,427,365			66,933,840		4,061,519
PL International Value		42,879,424		12,368,434		1,308,216		6,344,983		(2,687,100	)		6,451,295			53,975,286		5,931,350
PL Currency Strategies		—		31,074,797		—		42,438		402			993,184			32,025,945		3,103,289
PL Global Absolute Return		—		39,978,605		23,980		53,047		(119	)		742,635			40,692,054		3,993,332
PL Precious Metals		—		25,952,252		3,143		31,829		(2,987	)		(4,122,744	)		21,797,835		2,651,805
		$733,103,529		$243,840,110		$10,937,380		$191,683,660		$8,544,566			$52,807,520			$857,549,445
PL Portfolio Optimization Aggressive Fund
PL Managed Bond		$7,013,338		$1,910,116		$216,196		$2,150,136		$137,536			$138,775			$7,265,825		653,990
PL Comstock		21,587,180		6,718,416		272,353		7,907,805		42,767			3,587,951			24,300,862		1,687,560
PL Growth LT		14,466,008		205,493		58,600		9,599,533		1,191,836			(1,423,606	)		4,898,798		351,672
PL Large-Cap Growth		12,173,884		2,187,825		—		1,424,725		942,750			61,454			13,941,188		1,340,499
PL Large-Cap Value		28,681,436		8,626,203		496,314		11,219,156		756,346			3,257,462			30,598,605		2,191,877
PL Main Street Core		26,682,081		1,788,097		301,985		7,717,563		233,755			1,517,010			22,805,365		1,869,292
PL Mid-Cap Equity		19,035,285		1,223,872		105,346		4,354,487		(157,134	)		1,103,042			16,955,924		1,541,448
PL Mid-Cap Growth		14,338,560		2,048,122		28,276		6,222,436		177,716			(615,716	)		9,754,522		1,136,891
PL Small-Cap Growth		11,735,785		901,652		—		2,662,869		195,605			925,369			11,095,542		834,879
PL Small-Cap Value		16,400,533		3,397,707		304,896		1,785,557		11,475			2,842,096			21,171,150		1,742,482
PL Real Estate		9,772,549		989,228		126,001		1,395,325		63,280			750,146			10,305,879		753,905
PL Emerging Markets		13,759,699		1,550,314		88,608		1,625,678		(41,740	)		757,290			14,488,493		1,018,881
PL International Large-Cap		23,517,244		1,830,592		350,771		6,599,681		701,440			1,296,422			21,096,788		1,280,145
PL International Value		18,741,800		1,853,944		405,940		5,358,521		(1,544,387	)		2,566,219			16,664,995		1,831,318
PL Currency Strategies		—		9,398,344		—		122,921		1,155			296,916			9,573,494		927,664
PL Global Absolute Return		—		12,038,811		7,208		153,649		148			221,939			12,114,457		1,188,857
PL Precious Metals		—		10,365,743		1,260		122,921		(7,312	)		(1,642,891	)		8,593,879		1,045,484
		$237,905,382		$67,034,479		$2,763,754		$70,422,963		$2,705,236			$15,639,878			$255,625,766

(1) Purchased cost excludes distributions received and reinvested, if any.

(2) Distributions received include distributions from net investment income from the PL Underlying Funds, if any.

(3) Net realized gain (loss) includes distributions from capital gains from the PL Underlying Funds, if any.

D-9

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

As of March 31, 2013, Pacific Life owned the following percentages of the total (aggregate of Class A, C, I and Advisor Class) shares outstanding of each of the following Funds:

Fund	Ownership Percentage
PL Short Duration Income		26.36%
PL Strategic Income		39.33%
PL High Income		58.25%

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 of Class A shares of the corresponding Portfolio Optimization Funds, PL Alternative Strategies Fund, PL Short Duration Income Fund, PL Income Fund, PL Strategic Income Fund, PL Floating Rate Income Fund, PL High Income Fund and/or PL Money Market Fund, and/or Class P shares of the corresponding PL Underlying Funds without a sales load. 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 year ended March 31, 2013, such expenses were increased by $2,165 for all applicable Funds covered in this report as a result of the market value appreciation on such accounts. As of March 31, 2013, the total amount in the DCP Liability accounts was $9,507 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 March 31, 2013, no unfunded loan commitments were held by any Funds covered in this report.

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 year ended March 31, 2013, are summarized in the following table:

	U.S. Government Securities				Other Securities
Fund	Purchases		Sales		Purchases		Sales
PL Portfolio Optimization Conservative		$—		$—		$233,674,907		$123,086,168
PL Portfolio Optimization Moderate-Conservative		—		—		205,652,260		104,911,330
PL Portfolio Optimization Moderate		—		—		454,118,776		277,945,748
PL Portfolio Optimization Moderate-Aggressive		—		—		260,678,029		191,683,660
PL Portfolio Optimization Aggressive		—		—		70,980,837		70,422,963
PL Short Duration Income		—		254,150		66,719,715		31,618,078
PL Income		33,320,908		30,306,808		996,793,189		765,145,071
PL Strategic Income		725,625		1,142,268		130,294,238		98,225,076
PL Floating Rate Income		—		—		363,511,167		196,584,610
PL High Income		—		—		21,270,861		15,094,470

D-10

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

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. Under the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”), each Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law. Each Fund’s first fiscal year end subject to the Modernization Act was March 31, 2012. The following table shows the expiration dates for capital loss carryover from pre-enactment taxable years and the amounts of capital loss carryover, if any, by each of the applicable Funds as of March 31, 2013:

	Pre-Enactment						Post-Enactment
							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	)

D-11

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

The aggregate Federal tax cost of investments and the composition of unrealized appreciation and depreciation on investments as of March 31, 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 Portfolio Optimization Conservative		$476,140,783		$36,941,352		($6,111,057	)		$30,830,295		$—			$30,830,295
PL Portfolio Optimization Moderate-Conservative		452,885,134		53,994,724		(7,545,989	)		46,448,735		—			46,448,735
PL Portfolio Optimization Moderate		1,105,670,359		179,630,844		(16,824,755	)		162,806,089		—			162,806,089
PL Portfolio Optimization Moderate-Aggressive		725,782,189		150,175,010		(18,407,754	)		131,767,256		—			131,767,256
PL Portfolio Optimization Aggressive		208,566,395		60,783,336		(13,723,965	)		47,059,371		—			47,059,371
PL Short Duration Income		50,253,298		545,385		(11,850	)		533,535		—			533,535
PL Income		587,749,899		10,796,059		(735,376	)		10,060,683		—			10,060,683
PL Strategic Income		52,646,388		1,550,153		(117,548	)		1,432,605		(82	)		1,432,523
PL Floating Rate Income		260,727,640		3,523,540		(236,553	)		3,286,987		—			3,286,987
PL High Income		14,298,437		657,526		(28,653	)		628,873		31			628,904
PL Money Market		29,647,269		—		—			—		—			—

(1) Other includes 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 is required to analyze 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 year ended March 31, 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 year ended March 31, 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 twelve 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 gain distributions to shareholders during the years or periods ended March 31, 2013 and 2012, were as follows:

	For the Year Ended March 31, 2013						For the Year or Period Ended March 31, 2012
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		$7,728,384		$866,047		$8,594,431
PL Portfolio Optimization Moderate-Conservative		9,424,340		—		9,424,340		5,748,565		—		5,748,565
PL Portfolio Optimization Moderate		15,773,113		—		15,773,113		10,718,539		—		10,718,539
PL Portfolio Optimization Moderate-Aggressive		6,080,007		—		6,080,007		4,781,380		—		4,781,380
PL Portfolio Optimization Aggressive		1,000,003		—		1,000,003		575,812		—		575,812
PL Short Duration Income		644,329		—		644,329		59,453		—		59,453
PL Income		24,411,888		628,377		25,040,265		5,113,218		—		5,113,218
PL Strategic Income		2,270,755		—		2,270,755		190,597		—		190,597
PL Floating Rate Income		5,581,382		—		5,581,382		1,286,518		—		1,286,518
PL High Income		901,637		—		901,637		117,780		—		117,780

11. RECLASSIFICATION OF ACCOUNTS

During the year or period ended March 31, 2013, reclassifications as shown in the following table have been made in each Fund’s capital accounts to report these balances on a tax basis, excluding certain temporary differences. Additional adjustments may be required in subsequent reporting periods. These reclassifications, which have no impact on the NAV of the Funds, are primarily attributable to non-deductible expenses and treatment of net operating losses and capital gains under Federal tax rules versus U.S. GAAP.

D-12

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

Fund	Paid-in Capital			Undistributed/ Accumulated Net Investment Income (Loss)			Undistributed/ Accumulated Net Realized Gain (Loss)
PL Portfolio Optimization Conservative		$—			$6,586,732			($6,586,732	)
PL Portfolio Optimization Moderate-Conservative		—			3,933,931			(3,933,931	)
PL Portfolio Optimization Moderate		—			5,728,387			(5,728,387	)
PL Portfolio Optimization Moderate-Aggressive		—			2,202,715			(2,202,715	)
PL Portfolio Optimization Aggressive		—			161,281			(161,281	)
PL Short Duration Income		(6,590	)		6,590			—
PL Strategic Income		(6,699	)		8,334			(1,635	)
PL Floating Rate Income		—			(38	)		38
PL High Income		(2,938	)		3,477			(539	)
PL Money Market		(365	)		365			—

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 years or periods ended March 31, 2013 and 2012 were as follows:

	PL 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)
	Year or Period  Ended 3/31/2013			Year Ended 3/31/2012			Year or Period  Ended 3/31/2013			Year Ended 3/31/2012			Year or Period  Ended 3/31/2013			Year Ended 3/31/2012			Year or Period  Ended 3/31/2013			Year Ended 3/31/2012
Class A
Shares sold		9,555,985			9,414,786			7,963,161			7,831,859			16,343,831			18,477,094			8,430,453			10,012,961
Dividends and distribution reinvested		610,375			365,940			420,884			271,273			770,456			571,355			340,116			296,921
Shares repurchased		(6,465,096	)		(5,234,709	)		(4,318,443	)		(3,599,667	)		(9,237,993	)		(9,238,552	)		(5,509,217	)		(5,875,333	)
Net increase		3,701,264			4,546,017			4,065,602			4,503,465			7,876,294			9,809,897			3,261,352			4,434,549
Beginning shares outstanding		16,529,635			11,983,618			16,318,684			11,815,219			42,230,380			32,420,483			29,438,756			25,004,207
Ending 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
Class B
Shares sold		1,120,671			1,221,610			1,090,064			1,382,047			2,362,221			2,768,421			1,361,711			1,820,845
Dividends and distribution reinvested		92,587			55,798			65,283			44,056			98,836			75,743			31,423			28,570
Shares repurchased		(509,261	)		(322,557	)		(599,280	)		(409,613	)		(1,424,938	)		(1,163,612	)		(1,193,147	)		(1,069,955	)
Net increase		703,997			954,851			556,067			1,016,490			1,036,119			1,680,552			199,987			779,460
Beginning shares outstanding		3,022,111			2,067,260			3,560,056			2,543,566			9,485,382			7,804,830			7,802,346			7,022,886
Ending 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
Class C
Shares sold		8,139,305			7,994,971			5,923,824			5,134,378			9,333,385			9,843,078			4,830,609			5,151,759
Dividends and distribution reinvested		489,660			265,270			246,945			142,867			307,135			217,096			85,286			67,782
Shares repurchased		(3,525,119	)		(4,677,810	)		(2,454,247	)		(2,262,176	)		(5,356,599	)		(6,101,604	)		(3,457,043	)		(3,665,505	)
Net increase		5,103,846			3,582,431			3,716,522			3,015,069			4,283,921			3,958,570			1,458,852			1,554,036
Beginning shares outstanding		14,487,979			10,905,548			12,635,509			9,620,440			30,143,771			26,185,201			20,950,979			19,396,943
Ending 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
Class R
Shares sold		448,640			463,890			169,324			689,513			1,002,477			990,223			537,806			777,958
Dividends and distribution reinvested		32,002			25,463			11,455			27,509			28,875			23,691			11,279			14,124
Shares repurchased		(346,805	)		(355,060	)		(190,444	)		(1,528,021	)		(656,319	)		(1,106,493	)		(395,743	)		(1,040,572	)
Net increase (decrease)		133,837			134,293			(9,665	)		(810,999	)		375,033			(92,579	)		153,342			(248,490	)
Beginning shares outstanding		953,982			819,689			546,947			1,357,946			1,905,643			1,998,222			1,186,539			1,435,029
Ending shares outstanding		1,087,819			953,982			537,282			546,947			2,280,676			1,905,643			1,339,881			1,186,539
Advisor Class
Shares sold		119,752						72,694						260,077						185,157
Dividends and distribution reinvested		—						—						—						—
Shares repurchased		(5	)					—						—						—
Net increase		119,747						72,694						260,077						185,157
Beginning shares outstanding		—						—						—						—
Ending shares outstanding		119,747						72,694						260,077						185,157

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

D-13

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

	PL Portfolio Optimization Aggressive Fund (1)						PL Short Duration Income Fund (2)					PL Income Fund (3)						PL Strategic Income Fund (2)
	Year or Period  Ended 3/31/2013			Year Ended 3/31/2012			Year or Period Ended 3/31/2013			Period Ended 3/31/2012		Year or Period Ended 3/31/2013			Period Ended 3/31/2012			Year or Period Ended 3/31/2013			Period Ended 3/31/2012
Class A
Shares sold		2,482,556			2,681,939			2,423,165					24,375,409			25,930,108			1,968,516
Dividends and distribution reinvested		70,593			47,941			11,585					1,274,846			224,292			41,118
Shares repurchased		(2,429,225	)		(2,280,849	)		(275,783	)				(18,412,186	)		(3,339,586	)		(143,365	)
Net increase		123,924			449,031			2,158,967					7,238,069			22,814,814			1,866,269
Beginning shares outstanding		9,745,244			9,296,213			—					23,336,646			521,832			—
Ending shares outstanding		9,869,168			9,745,244			2,158,967					30,574,715			23,336,646			1,866,269
Class B
Shares sold		342,244			435,514
Dividends and distribution reinvested		698			—
Shares repurchased		(449,859	)		(382,304	)
Net increase (decrease)		(106,917	)		53,210
Beginning shares outstanding		2,603,681			2,550,471
Ending shares outstanding		2,496,764			2,603,681
Class C
Shares sold		1,425,644			2,135,369			1,037,630					8,841,353			7,455,154			774,544
Dividends and distribution reinvested		2,871			—			5,815					453,539			51,918			16,763
Shares repurchased		(1,484,191	)		(2,178,209	)		(56,887	)				(1,834,101	)		(279,689	)		(83,071	)
Net increase (decrease)		(55,676	)		(42,840	)		986,558					7,460,791			7,227,383			708,236
Beginning shares outstanding		6,240,042			6,282,882			—					7,227,383			—			—
Ending shares outstanding		6,184,366			6,240,042			986,558					14,688,174			7,227,383			708,236
Class R
Shares sold		193,028			360,732
Dividends and distribution reinvested		2,638			1,331
Shares repurchased		(189,303	)		(282,883	)
Net increase		6,363			79,180
Beginning shares outstanding		533,714			454,534
Ending shares outstanding		540,077			533,714
Class I
Shares sold								27,031			1,202,305		68,421			103,371			142,908			1,692,857
Dividends and distribution reinvested								36,099			5,874		6,379			91,641			139,813			18,364
Shares repurchased								—			—		(32,427	)		(5,117,325	)		(16,558	)		—
Net increase (decrease)								63,130			1,208,179		42,373			(4,922,313	)		266,163			1,711,221
Beginning shares outstanding								1,208,179			—		121,696			5,044,009			1,711,221			—
Ending shares outstanding								1,271,309			1,208,179		164,069			121,696			1,977,384			1,711,221
Advisor Class
Shares sold		16,463						393,447					8,605,542						137,777
Dividends and distribution reinvested		—						3,791					78,443						2,852
Shares repurchased		—						(96,309	)				(98,760	)					(478	)
Net increase		16,463						300,929					8,585,225						140,151
Beginning shares outstanding		—						—					—						—
Ending shares outstanding		16,463						300,929					8,585,225						140,151

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

(2) Class I shares of the PL Short Duration Income Fund and PL Strategic Income Fund commenced operations on December 19, 2011, and Class A, Class C and Advisor Class shares commenced operations on June 29, 2012.

(3) Class C shares of the PL Income Fund commenced operations on June 30, 2011 and Advisor Class shares commenced operations on June 29, 2012.

D-14

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

	PL Floating Rate Income Fund (1)						PL High Income Fund (2)					PL Money Market Fund (3)
	Year or Period Ended 3/31/2013			Period Ended 3/31/2012			Year or Period Ended 3/31/2013			Period Ended 3/31/2012		Year or Period Ended 3/31/2013			Year Ended 3/31/2012
Class A
Shares sold		11,622,923			1,196,731			346,748					42,618,839			45,578,881
Dividends and distribution reinvested		204,727			4,943			10,556					—			—
Shares repurchased		(1,072,728	)		(2,608	)		(44,027	)				(47,369,048	)		(51,953,637	)
Net increase (decrease)		10,754,922			1,199,066			313,277					(4,750,209	)		(6,374,756	)
Beginning shares outstanding		1,199,066			—			—					32,078,570			38,453,326
Ending shares outstanding		11,953,988			1,199,066			313,277					27,328,361			32,078,570
Class B
Shares sold													1,053,696
Dividends and distribution reinvested													—
Shares repurchased													(481,969	)
Net increase													571,727
Beginning shares outstanding													—
Ending shares outstanding													571,727
Class C
Shares sold		5,751,227			338,818			268,167					5,087,169
Dividends and distribution reinvested		76,451			719			5,164					—
Shares repurchased		(127,622	)		(4,631	)		(75,814	)				(3,347,348	)
Net increase		5,700,056			334,906			197,517					1,739,821
Beginning shares outstanding		334,906			—			—					—
Ending shares outstanding		6,034,962			334,906			197,517					1,739,821
Class I
Shares sold		460,598			4,034,813			18,696			700,000
Dividends and distribution reinvested		118,470			119,051			64,838			11,256
Shares repurchased		(3,706,713	)		(2,039	)		(90	)		—
Net increase (decrease)		(3,127,645	)		4,151,825			83,444			711,256
Beginning shares outstanding		4,151,825			—			711,256			—
Ending shares outstanding		1,024,180			4,151,825			794,700			711,256
Advisor Class
Shares sold		3,941,559						25,118
Dividends and distribution reinvested		26,303						369
Shares repurchased		(568,213	)					(503	)
Net increase		3,399,649						24,984
Beginning shares outstanding		—						—
Ending shares outstanding		3,399,649						24,984
Class P
Shares sold		1,385
Dividends and distribution reinvested		12
Shares repurchased		(34	)
Net increase		1,363
Beginning shares outstanding		—
Ending shares outstanding		1,363

(1) Class I shares of the PL Floating Rate Income Fund commenced operations on June 30, 2011, Class A and Class C shares commenced operations on December 30, 2011, Advisor Class shares commenced operations on June 29, 2012, and Class P shares commenced operations on December 31, 2012.

(2) Class I shares of the PL High Income Fund commenced operations on December 19, 2011, and Class A, Class C and Advisor Class shares commenced operations on June 29, 2012.

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

D-15

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

13. OTHER TAX INFORMATION (Unaudited)

For corporate shareholders, the percentage of investment income (dividend income and short-term gains, if any) for each of the Funds that qualify for the dividends-received deductions for the year ended March 31, 2013 is as follows:

Fund	Percentage
PL Portfolio Optimization Conservative		6.86%
PL Portfolio Optimization Moderate-Conservative		18.10%
PL Portfolio Optimization Moderate		37.89%
PL Portfolio Optimization Moderate-Aggressive		82.35%
PL Portfolio Optimization Aggressive		100.00%
PL Strategic Income		0.12%

For the year ended March 31, 2013, certain dividends paid by the Funds may be subject to a maximum tax rate of 15%, as provided by the Jobs and Growth Tax Relief Reconciliation Act of 2003. Of the distributions made by the following Funds, the corresponding percentages represent the amount of each distribution which may qualify for the 15% dividend income tax rate.

Fund	Percentage
PL Portfolio Optimization Conservative		9.25%
PL Portfolio Optimization Moderate-Conservative		26.23%
PL Portfolio Optimization Moderate		57.33%
PL Portfolio Optimization Moderate-Aggressive		100.00%
PL Portfolio Optimization Aggressive		100.00%
PL Strategic Income		0.13%

Shareholders should not use the above tax information to prepare their tax returns. The information will be included with your Form 1099 DIV which will be sent to you separately in January 2014.

The following Funds designated the listed amounts as long-term capital gain dividends during the year ended March 31, 2013. Distributable long-term gains are based on net realized long-term gains determined on a tax basis and may differ from such amounts for financial reporting purposes.

Fund	Amount
PL Portfolio Optimization Conservative		$5,766,275
PL Portfolio Optimization Moderate-Conservative		1,192,254
PL Short Duration Income		48,378
PL Income		2,056,759
PL Strategic Income		150,134
PL Floating Rate Income		105,168
PL High Income		76,957

D-16

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Trustees and Shareholders of

Pacific Life Funds

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of PL Portfolio Optimization Conservative Fund, PL Portfolio Optimization Moderate-Conservative Fund, PL Portfolio Optimization Moderate Fund, PL Portfolio Optimization Moderate-Aggressive Fund, PL Portfolio Optimization Aggressive Fund, PL Short Duration Income Fund, PL Income Fund, PL Strategic Income Fund, PL Floating Rate Income Fund, PL High Income Fund, and PL Money Market Fund (collectively the “Funds”) (eleven of thirty-three funds comprising Pacific Life Funds) as of March 31, 2013, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended (as to the PL Short Duration Income Fund, PL Strategic Income Fund, PL Floating Rate Income Fund, and PL High Income Fund, for the year ended March 31, 2013 and the period from commencement of operations through March 31, 2012), and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of investments owned as of March 31, 2013, by correspondence with the custodian, agent banks, transfer agent, and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the respective Funds as of March 31, 2013, and the results of their operations, the changes in their net assets, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

Philadelphia, Pennsylvania

May 28, 2013

E-1

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 October 1, 2012 to March 31, 2013.

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 Note 6B in Notes to Financial Statements). The “Ending Account Value at 03/31/13” 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 10/01/12-03/31/13” 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 October 1, 2012 to March 31, 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 10/01/12-03/31/13.”

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 Note 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 10/01/12		Ending Account Value at 03/31/13		Annualized Expense Ratio		Expenses Paid During the Period 10/01/12 - 03/31/13 (1)
PL Portfolio Optimization Conservative Fund (2)
Actual Fund Return
Class A		$1,000.00		$1,028.50		0.60%		$3.03
Class B		1,000.00		1,025.20		1.35%		6.82
Class C		1,000.00		1,024.70		1.35%		6.81
Class R		1,000.00		1,027.40		0.85%		4.30
Advisor Class (3)		1,000.00		1,020.60		0.40%		1.01
Hypothetical
Class A		$1,000.00		$1,021.94		0.60%		$3.02
Class B		1,000.00		1,018.20		1.35%		6.79
Class C		1,000.00		1,018.20		1.35%		6.79
Class R		1,000.00		1,020.69		0.85%		4.28
Advisor Class (3)		1,000.00		1,022.94		0.40%		2.02
PL Portfolio Optimization Moderate-Conservative Fund (2)
Actual Fund Return
Class A		$1,000.00		$1,044.20		0.60%		$3.06
Class B		1,000.00		1,040.10		1.35%		6.87
Class C		1,000.00		1,040.50		1.35%		6.87
Class R		1,000.00		1,043.00		0.85%		4.33
Advisor Class (3)		1,000.00		1,036.00		0.40%		1.02
Hypothetical
Class A		$1,000.00		$1,021.94		0.60%		$3.02
Class B		1,000.00		1,018.20		1.35%		6.79
Class C		1,000.00		1,018.20		1.35%		6.79
Class R		1,000.00		1,020.69		0.85%		4.28
Advisor Class (3)		1,000.00		1,022.94		0.40%		2.02
PL Portfolio Optimization Moderate Fund (2)
Actual Fund Return
Class A		$1,000.00		$1,062.80		0.60%		$3.09
Class B		1,000.00		1,058.40		1.35%		6.93
Class C		1,000.00		1,058.50		1.35%		6.93
Class R		1,000.00		1,061.10		0.85%		4.37
Advisor Class (3)		1,000.00		1,052.40		0.40%		1.02
Hypothetical
Class A		$1,000.00		$1,021.94		0.60%		$3.02
Class B		1,000.00		1,018.20		1.35%		6.79
Class C		1,000.00		1,018.20		1.35%		6.79
Class R		1,000.00		1,020.69		0.85%		4.28
Advisor Class (3)		1,000.00		1,022.94		0.40%		2.02

See explanation of references on page F-2

F-1

PACIFIC LIFE FUNDS

DISCLOSURE OF FUND EXPENSES (Continued)

(Unaudited)

	Beginning Account Value at 10/01/12		Ending Account Value at 03/31/13		Annualized Expense Ratio		Expenses Paid During the Period 10/01/12 - 03/31/13 (1)
PL Portfolio Optimization Moderate-Aggressive Fund (2)
Actual Fund Return
Class A		$1,000.00		$1,077.60		0.60%		$3.11
Class B		1,000.00		1,074.80		1.35%		6.98
Class C		1,000.00		1,074.20		1.35%		6.98
Class R		1,000.00		1,076.90		0.85%		4.40
Advisor Class (3)		1,000.00		1,067.20		0.40%		1.03
Hypothetical
Class A		$1,000.00		$1,021.94		0.60%		$3.02
Class B		1,000.00		1,018.20		1.35%		6.79
Class C		1,000.00		1,018.20		1.35%		6.79
Class R		1,000.00		1,020.69		0.85%		4.28
Advisor Class (3)		1,000.00		1,022.94		0.40%		2.02
PL Portfolio Optimization Aggressive Fund (2)
Actual Fund Return
Class A		$1,000.00		$1,085.50		0.60%		$3.12
Class B		1,000.00		1,083.90		1.35%		7.01
Class C		1,000.00		1,084.20		1.35%		7.01
Class R		1,000.00		1,085.20		0.85%		4.42
Advisor Class (3)		1,000.00		1,075.60		0.40%		1.03
Hypothetical
Class A		$1,000.00		$1,021.94		0.60%		$3.02
Class B		1,000.00		1,018.20		1.35%		6.79
Class C		1,000.00		1,018.20		1.35%		6.79
Class R		1,000.00		1,020.69		0.85%		4.28
Advisor Class (3)		1,000.00		1,022.94		0.40%		2.02
PL Short Duration Income Fund
Actual Fund Return
Class A		$1,000.00		$1,021.70		0.85%		$4.28
Class C		1,000.00		1,018.50		1.60%		8.05
Class I		1,000.00		1,023.60		0.60%		3.03
Advisor Class		1,000.00		1,022.70		0.60%		3.03
Hypothetical
Class A		$1,000.00		$1,020.69		0.85%		$4.28
Class C		1,000.00		1,016.95		1.60%		8.05
Class I		1,000.00		1,021.94		0.60%		3.02
Advisor Class		1,000.00		1,021.94		0.60%		3.02
PL Income Fund
Actual Fund Return
Class A		$1,000.00		$1,025.50		0.90%		$4.54
Class C		1,000.00		1,021.90		1.65%		8.32
Class I		1,000.00		1,026.80		0.65%		3.28
Advisor Class		1,000.00		1,026.90		0.65%		3.28
Hypothetical
Class A		$1,000.00		$1,020.44		0.90%		$4.53
Class C		1,000.00		1,016.70		1.65%		8.30
Class I		1,000.00		1,021.69		0.65%		3.28
Advisor Class		1,000.00		1,021.69		0.65%		3.28

	Beginning Account Value at 10/01/12		Ending Account Value at 03/31/13		Annualized Expense Ratio		Expenses Paid During the Period 10/01/12 - 03/31/13 (1)
PL Strategic Income Fund
Actual Fund Return
Class A		$1,000.00		$1,074.20		1.05%		$5.43
Class C		1,000.00		1,070.70		1.80%		9.29
Class I		1,000.00		1,076.60		0.80%		4.14
Advisor Class		1,000.00		1,076.20		0.80%		4.14
Hypothetical
Class A		$1,000.00		$1,019.70		1.05%		$5.29
Class C		1,000.00		1,015.96		1.80%		9.05
Class I		1,000.00		1,020.94		0.80%		4.03
Advisor Class		1,000.00		1,020.94		0.80%		4.03
PL Floating Rate Income Fund
Actual Fund Return
Class A		$1,000.00		$1,047.80		1.05%		$5.36
Class C		1,000.00		1,043.30		1.80%		9.17
Class I		1,000.00		1,047.60		0.80%		4.08
Class P (3)		1,000.00		1,027.40		0.80%		2.02
Advisor Class		1,000.00		1,048.90		0.80%		4.09
Hypothetical
Class A		$1,000.00		$1,019.70		1.05%		$5.29
Class C		1,000.00		1,015.96		1.80%		9.05
Class I		1,000.00		1,020.94		0.80%		4.03
Class P (3)		1,000.00		1,020.94		0.80%		4.03
Advisor Class		1,000.00		1,020.94		0.80%		4.03
PL High Income Fund
Actual Fund Return
Class A		$1,000.00		$1,067.40		1.05%		$5.41
Class C		1,000.00		1,064.40		1.80%		9.26
Class I		1,000.00		1,070.00		0.80%		4.13
Advisor Class		1,000.00		1,069.70		0.80%		4.13
Hypothetical
Class A		$1,000.00		$1,019.70		1.05%		$5.29
Class C		1,000.00		1,015.96		1.80%		9.05
Class I		1,000.00		1,020.94		0.80%		4.03
Advisor Class		1,000.00		1,020.94		0.80%		4.03
PL Money Market Fund
Actual Fund Return
Class A		$1,000.00		$1,000.00		0.11%		$0.55
Class B		1,000.00		1,000.00		0.11%		0.55
Class C		1,000.00		1,000.00		0.11%		0.55
Hypothetical
Class A		$1,000.00		$1,024.38		0.11%		$0.56
Class B		1,000.00		1,024.38		0.11%		0.56
Class C		1,000.00		1,024.38		0.11%		0.56

(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) This share class commenced operations on December 31, 2012. The actual return and expenses paid during the period was for the period December 31, 2012 to March 31, 2013, instead of the entire six-month period. The hypothetical return and expenses paid during the period are based on the entire six-month period for comparison purposes.

F-2

PACIFIC LIFE FUNDS

TRUSTEES AND OFFICERS INFORMATION

(Unaudited)

The business and affairs of the Pacific Life Funds (the “Trust”) are managed under the direction of the Board of Trustees under the Pacific Life Funds’ Declaration of Trust. Information pertaining to the trustees and officers of the Trust is set forth below. Trustees who are not deemed to be “interested persons” of the Trust, as defined in the 1940 Act, are referred to as “Independent Trustees.” Certain trustees and officers are deemed to be “interested persons” of the Trust and thus are referred to as “Interested Persons”, because of their positions with Pacific Life Insurance Company (“Pacific Life”) and Pacific Life Fund Advisors LLC, a wholly-owned subsidiary of Pacific Life. The Trust’s Statement of Additional Information includes additional information about the trustees. For information on availability of the Trust’s Statement of Additional Information, refer to the WHERE TO GO FOR MORE INFORMATION section of this report.

The address of each trustee and officer is c/o Pacific Life Funds, 700 Newport Center Drive, Newport Beach, CA 92660.

Name and Age	Position(s) with the Fund and Length of Time Served*	Current Directorship(s) Held and Principal Occupation(s) (and certain additional occupation information) During Past 5 years	Number of Portfolios in Fund Complex Overseen**
INDEPENDENT TRUSTEES
Frederick L. Blackmon Year of birth 1952	Trustee since 9/13/05	Trustee (1/05 to present) of Pacific Select Fund; Director (2005 to present) of Trustmark Mutual Holding Company; Former Executive Vice President and Chief Financial Officer (1995 to 2003) of Zurich Life and has been retired since that time; Former Executive Vice President and Chief Financial Officer (1989 to 1995) of Alexander Hamilton Life Insurance Company (subsidiary of Household International); Member of Board of Trustees (2010 to present) of Cranbrook Educational Community; Former Member of Board of Governors (1994 to 1999) of Cranbrook Schools; and Former Member of Board of Regents (1993 to 1996) Eastern Michigan University.	87
Gale K. Caruso Year of birth 1957	Trustee since 1/01/06	Trustee (1/06 to present) of Pacific Select Fund; Former Member of the Board of Directors (2005 to 2009) of LandAmerica Financial Group, Inc.; Former President and Chief Executive Officer (1999 to 2003) of Zurich Life; Former Chairman, President and Chief Executive Officer of Scudder Canada Investor Services, Ltd. and Managing Director of Scudder Kemper Investments; Former Member of the Advisory Council of the Trust for Public Land in Maine; Former Member of the Board of Directors of Make-A-Wish of Maine; and Former Member of the Board of Directors of the Illinois Life Insurance Council.	87
Lucie H. Moore Year of birth 1956	Trustee since 6/13/01	Trustee (10/98 to present) of Pacific Select Fund; Former Partner (1984 to 1994) with Gibson, Dunn & Crutcher (Law); Former Member of the Board of Trustees (2007 to 2011) of Sage Hill School; Former Member (2000 to 2009) and Former Vice Chairman (2001 to 2007) of the Board of Trustees of The Pegasus School; Former Member of the Board of Directors (2005 to 2010) of HomeWord; and Former Member of the Advisory Board (1993 to 2004) of Court Appointed Special Advocates (CASA) of Orange County.	87
Nooruddin (Rudy) S. Veerjee Year of birth 1958	Trustee since 9/13/05	Trustee (1/05 to present) of Pacific Select Fund; Former President (1997 to 2000) of Transamerica Insurance and Investment Group and has been retired since that time; Former President (1994 to 1997) of Transamerica Asset Management; Former Chairman and Chief Executive Officer (1995 to 2000) of Transamerica Premier Funds (Mutual Fund); and Former Director (1994 to 2000) of various Transamerica Life Companies.	87
G. Thomas Willis Year of birth 1942	Trustee since 2/24/04	Trustee (11/03 to present) of Pacific Select Fund; Certified Public Accountant in California (1967 to present); Former Audit Partner (1976 to 2002) of PricewaterhouseCoopers LLP (Accounting and Auditing) and has been retired since that time.	87

F-3

PACIFIC LIFE FUNDS

TRUSTEES AND OFFICERS INFORMATION (Continued)

(Unaudited)

Name and Age	Position(s) with the Fund and Length of Time Served*	Current Directorship(s) Held and Principal Occupation(s) (and certain additional occupation information) During Past 5 years	Number of Portfolios in Fund Complex Overseen**
INTERESTED PERSONS
James T. Morris Year of birth 1960	Chairman of the Board and Trustee since 1/11/07, (Chief Executive Officer 1/11/07 to 12/31/09)	Director (4/07 to present), Chairman (5/08 to present), Chief Executive Officer (4/07 to present) and President (4/07 to 3/12) of Pacific Mutual Holding Company and Pacific LifeCorp; Director (4/07 to present), Chairman (5/08 to present), Chief Executive Officer (4/07 to present) and President (4/07 to 3/12) of Pacific Life; Chief Executive Officer (5/07 to present) and President (5/07 to 3/12) of Pacific Life Fund Advisors LLC; Chairman of the Board and Trustee (1/07 to present) and Chief Executive Officer (1/07 to 12/09) of Pacific Select Fund.	87
Mary Ann Brown Year of birth 1951	Chief Executive Officer since 1/01/10, (President 1/11/07 to 12/31/09)	Executive Vice President (4/10 to present) and Senior Vice President (5/06 to 3/10) of Pacific LifeCorp; Executive Vice President (4/10 to present) and Senior Vice President (3/05 to 3/10) of Pacific Life; Executive Vice President (4/10 to present) and Senior Vice President (5/07 to 3/10) of Pacific Life Fund Advisors LLC; and Chief Executive Officer (1/10 to present) and President (1/07 to 12/09) of Pacific Select Fund.	87
Robin S. Yonis Year of birth 1954	Vice President and General Counsel since 6/13/01	Vice President, Fund Advisor General Counsel, and Assistant Secretary (5/07 to present) of Pacific Life Fund Advisors LLC; and Vice President and General Counsel (4/05 to present) of Pacific Select Fund.	87
Brian D. Klemens Year of birth 1956	Vice President and Treasurer since 6/13/01	Vice President and Controller (10/07 to present) of Pacific Mutual Holding Company and Pacific LifeCorp; Vice President and Controller (10/07 to present) of Pacific Life; Vice President and Controller (10/07 to present) of Pacific Life Fund Advisors LLC; Vice President (5/00 to present) and Controller (10/07 to present) of Pacific Select Distributors, Inc.; and Vice President and Treasurer (4/96 to present) of Pacific Select Fund.	87
Sharon E. Pacheco Year of birth 1957	Vice President and Chief Compliance Officer since 6/04/04	Vice President and Chief Compliance Officer (11/03 to present) of Pacific Mutual Holding Company and Pacific LifeCorp; Vice President (2/00 to present) and Chief Compliance Officer (1/03 to present) of Pacific Life; Vice President and Chief Compliance Officer (5/07 to present) of Pacific Life Fund Advisors LLC; and Vice President and Chief Compliance Officer (6/04 to present) of Pacific Select Fund.	87
Eddie Tung Year of birth 1957	Vice President and Assistant Treasurer since 11/14/05	Assistant Vice President (4/03 to present) of Pacific Life; Assistant Vice President (5/07 to present) of Pacific Life Fund Advisors LLC; and Assistant Vice President and Assistant Treasurer (11/05 to present) of Pacific Select Fund.	87
Howard T. Hirakawa Year of birth 1962	Vice President since 6/20/06	Vice President (5/07 to present) of Pacific Life Fund Advisors LLC; and Vice President (6/06 to present) of Pacific Select Fund.	87
Jane M. Guon Year of birth 1964	Vice President and Secretary since 1/01/11	Vice President and Secretary (1/11 to present), Assistant Vice President (4/06 to 12/10) and Assistant Secretary (6/98 to 12/10) of Pacific Mutual Holding Company and Pacific LifeCorp; Director, Vice President, and Secretary (1/11 to present), Assistant Vice President (4/06 to 12/10) and Assistant Secretary (2/95 to 12/10) of Pacific Life; Vice President and Secretary (1/11 to present) and Assistant Vice President and Assistant Secretary (05/07 to 12/10) of Pacific Life Fund Advisors LLC; Vice President and Secretary (1/11 to present), Assistant Vice President (5/06 to 12/10) and Assistant Secretary (5/99 to 12/10) of Pacific Select Distributors, Inc.; and Vice President and Secretary (1/11 to present) of Pacific Select Fund.	87

F-4

PACIFIC LIFE FUNDS

TRUSTEES AND OFFICERS INFORMATION (Continued)

(Unaudited)

Name and Age	Position(s) with the Fund and Length of Time Served*	Current Directorship(s) Held and Principal Occupation(s) (and certain additional occupation information) During Past 5 years	Number of Portfolios in Fund Complex Overseen**
INTERESTED PERSONS (Continued)
Laurene E. MacElwee Year of birth 1966	Vice President since 4/04/05 and Assistant Secretary since 6/13/01	Vice President (4/11 to present), Assistant Secretary (5/07 to present) and Assistant Vice President (5/07 to 3/11) of Pacific Life Fund Advisors LLC; and Vice President (12/11 to present), Assistant Secretary (4/05 to present) and Assistant Vice President (4/05 to 12/11) of Pacific Select Fund.	87
Carleton J. Muench Year of birth 1973	Vice President since 11/30/06	Assistant Vice President (5/07 to present) of Pacific Life Fund Advisors LLC; and Assistant Vice President (11/06 to present) of Pacific Select Fund.	87
Kevin W. Steiner Year of birth 1975	Vice President since 1/01/13	Assistant Vice President (4/12 to present), Mutual Funds Compliance Director (4/08 to 3/12) and Mutual Funds Compliance Manager (10/06 to 3/08) of Pacific Life Fund Advisors LLC; and Assistant Vice President (1/13 to present) of Pacific Select Fund.	87

* A trustee serves until he or she resigns, retires, or his or her successor is elected and qualified.

** As of March 31, 2013, the “Fund Complex” consisted of Pacific Select Fund (54 portfolios) and Pacific Life Funds (33 funds).

F-5

PACIFIC LIFE FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

AND FUND MANAGEMENT AGREEMENTS

(Unaudited)

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, PL 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 (other than the PL Alternative Strategies Fund, which is a new fund and is discussed in a separate Annual Report dated March 31, 2013), 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.

At this meeting and other meetings, the Board considered information (both written and oral) provided to assist it in its review of the Agreements and made assessments with respect to each Agreement. The Board requested, received and reviewed written materials from PLFA and each Fund Manager that were submitted in response to requests from the Independent Trustees and supporting materials relating to those questions and responses. In addition, the Board received in-person presentations about the Funds throughout the year, and the Independent Trustees were advised by independent legal counsel with respect to these and other relevant matters. The Board reviewed a variety of factors and considered a significant amount of information, including information received on an ongoing basis at Board and committee meetings, including reports on Fund performance, expenses, fee comparisons, investment advisory, compliance, and other services provided to the Funds by PLFA and the Fund Managers. The Board also reviewed financial and profitability information regarding PLFA and the Fund Managers and information regarding the organization and operations of each entity, such as their compliance monitoring, portfolio trading and brokerage practices and the personnel providing investment management and administrative services to each Fund. The Board reviewed data provided by PLFA that was gathered from various independent providers of investment company data to provide the Board with information concerning the Funds’ investment performance, management fees and expense information. Additionally, the Independent Trustees retained an independent consultant (“Independent Consultant”) to assist the Trustees with certain of their analyses and to provide other relevant information. The Independent Consultant utilized and provided the Independent Trustees with data obtained from independent service providers as well as from other sources.

The Trustees’ determinations were made on the basis of each Trustee’s business judgment after consideration of all the information presented. In reviewing the materials presented and in considering the information in the management presentations, the Trustees did not identify any single issue or particular information that, in isolation, would be a controlling factor in making a final decision regarding the proposed renewals. Individual Trustees may have given different weights to certain factors and assigned various degrees of materiality to information received in connection with the approval process. The following summary describes the most important, but not all, of the factors considered by the Trustees in approving the renewals, and in the case of the Independent Trustees, certain factors were considered in light of the legal advice furnished to them by independent legal counsel and information from the Independent Consultant that they had retained. This discussion is not intended to be all-inclusive.

Annual Consideration and Approval of Investment Advisory and Fund Management Agreements

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

1. Nature, Extent and Quality of Services

Fund Oversight and Supervision—PLFA, its personnel and its resources. The Trustees considered the depth and quality of PLFA’s investment management process, including its monitoring and oversight of the Fund Managers and PAM; 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, its shareholders and investing.

The Trustees also considered that the investment, legal, compliance and accounting professionals of PLFA and its affiliates have access to and utilize a variety of resources and systems relating to investment management, compliance, trading, performance 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 to provide appropriate investment management, compliance and monitoring services for the Funds. The Board noted that PLFA monitors numerous investment, performance and compliance metrics for the Funds.

The Trustees considered PLFA’s continued development and use of analytical tools for assessing Fund performance and the performance of the Fund Managers, conducting an attribution analysis on performance and reporting on performance to the Trustees. The Trustees noted that PLFA uses these tools to identify Funds that are underperforming applicable benchmarks or peer groups, and then conducts various analyses to try to assess the sources of and reasons for underperformance. The Trustees noted that PLFA has developed processes to oversee and monitor the performance of Fund Managers, including the use of analytical methods to review Fund performance and execution of investment strategies. The Board noted that PLFA provides the Board with analysis of this data over rolling periods to assist the Board in identifying trends in Fund performance and other areas, and periodically provides the Trustees with information on economic and market trends to provide a

F-6

PACIFIC LIFE FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

AND FUND MANAGEMENT AGREEMENTS (Continued)

(Unaudited)

context for assessing recent performance. The Board also noted that PLFA conducts periodic due diligence on Fund Managers involving onsite visits, in-person meetings and telephonic meetings to gather information that PLFA uses to gain an in-depth understanding of a Fund Manager’s investment process and to seek to identify issues that may be relevant to a Fund Manager’s services to a Fund or a Fund’s performance, including, but not limited to, the financial strength of a Fund Manager, significant staffing changes that could affect a Fund, material changes in a Fund Manager’s assets under management, compliance and regulatory concerns, best execution review and portfolio security valuation support. The Trustees also noted that PLFA appeared to have implemented effective methods for monitoring investment style consistency by Fund Managers and for analyzing the use of derivatives by Fund Managers. With respect to the PL Floating Rate Income, PL High Income, PL Income, PL Money Market, PL Short Duration Income and PL Strategic Income Funds (the “PAM Managed Funds”), the Board considered that PLFA provided oversight, diligence and reporting with regard to its PAM unit that is similar to the process it employs with regard to the Fund Managers. The Board also considered that PLFA manages directly the PL Portfolio Optimization Conservative, PL Portfolio Optimization Moderate-Conservative, PL Portfolio Optimization Moderate, PL Portfolio Optimization Growth, and PL Portfolio Optimization Aggressive-Growth Funds (the “Asset Allocation Funds,” and together with the PAM Managed Funds, the “Directly Managed Funds”).

The Trustees considered the time and attention paid by PLFA to matters involving the valuation of Trust securities, including researching and evaluating information concerning securities that are not actively or publicly traded, valuing securities subject to a trading halt, the value of equity securities traded on foreign exchanges, oversight of and due diligence on pricing vendors and the development of alternate valuation methodologies. The Trustees also considered PLFA’s oversight of transition management when overseeing significant changes in the Funds, such as cash movements between the Funds arising from reallocations by funds of funds and the transition from one Fund Manager to another, including steps taken by PLFA to reduce transaction costs associated with a Fund transition.

The Trustees considered PLFA’s policies, procedures and systems to ensure compliance with applicable laws and regulations with respect to the Directly Managed Funds, its compliance monitoring of the Fund Managers and its commitment to those programs; PLFA’s efforts to keep the Trustees informed about the Fund Managers; and its attention to matters that may involve conflicts of interest with each Fund. In this regard, the Trustees reviewed information throughout the year on PLFA’s compliance policies and procedures, its compliance history, and reports from the Trust’s Chief Compliance Officer (“CCO”) on compliance by PLFA, the Fund Managers, and the Funds with applicable laws and regulations. The Trustees also reviewed information on any responses by PLFA to regulatory and compliance developments throughout the year. The Trustees further considered the monitoring and additional services provided by PLFA to the Funds, including risk management analysis, preparation of periodic performance and financial reports, review of trade execution and coordination of other service providers to the Trust.

Fund Management—PLFA and the Fund Managers. The Trustees considered various materials relating to PLFA, including PAM, and the Fund Managers, including copies of each existing Advisory Agreement and Fund Management Agreement; copies of the Form ADV for PLFA and each Fund Manager; financial information relating to PLFA and each Fund Manager; and other information deemed relevant to the Trustees’ evaluation of PLFA and each Fund Manager, including qualitative assessments from senior management of PLFA.

The Trustees considered the benefits to shareholders of retaining PLFA and each Fund Manager and continuing the Advisory Agreement and Fund Management Agreements particularly in light of the nature, extent, and quality of the services that have been provided by PLFA and the Fund Managers. The Trustees noted the portfolio management services that have been provided by PLFA or PAM to the Directly Managed Funds and the portfolio management services that have been provided by the Fund Managers to the other Funds. The Trustees considered the quality of the portfolio management services which have benefited and should continue to benefit the Funds and their shareholders, the organizational depth and resources of PLFA and the Fund Managers, including the background and experience of PLFA and each of the Fund Manager’s management, and the expertise of PLFA, its PAM unit, and each Fund Manager’s portfolio management team, as well as the investment methodology used by PLFA, its PAM unit, and the Fund Manager.

The Trustees further noted the compliance monitoring conducted by PLFA and PAM on an ongoing basis and also noted the development of procedures and systems necessary to maintain compliance with applicable laws and regulations as well as the resources that PLFA dedicates to these programs. The Trustees considered that the CCO had in place a systematic process for periodically reviewing PLFA’s and each Fund Manager’s written compliance policies and procedures, including the assessment of PLFA’s and each Fund Manager’s compliance program as required under Rule 38a-1 of the 1940 Act and PLFA’s and each Fund Manager’s code of ethics. The Trustees also considered that PLFA and each Fund Manager continues to cooperate with the CCO in reviewing its compliance operations.

In making their assessments, the Trustees considered that PLFA has historically exercised diligence in monitoring the performance of the Fund Managers and PAM, and has recommended and taken measures to attempt to remedy relative underperformance by a Fund when PLFA and the Trustees believed it to be appropriate.

The Board concluded that it was satisfied with the nature, extent and quality of the investment management services provided by PLFA and the Fund Managers.

2. Investment Results

The Trustees considered the investment results of each Fund in light of its objective and market conditions over the past year. The Trustees compared each Fund’s total returns with both the total returns of appropriate groups of peer funds, based on information provided by PLFA using data from independent sources, and with one or more relevant benchmark indices. The Independent Trustees also considered information provided by an Independent Consultant who provided a presentation and analysis to the Trustees regarding peer group performance utilizing data from independent sources. The information provided to the Trustees included each Fund’s performance record for the prior ten calendar years, as applicable, and three-month, year-to-date, one-, three-, five- and ten-year or since inception periods, as applicable. In reviewing the performance data drawn from independent sources, as well as the performance of the respective benchmark indices, the Trustees took into consideration the goals and objectives of each Fund and noted that some Funds had outperformed their peer groups over certain periods and/or

F-7

PACIFIC LIFE FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

AND FUND MANAGEMENT AGREEMENTS (Continued)

(Unaudited)

exceeded their respective benchmark indices while others underperformed their peer groups over certain periods and/or trailed their respective benchmark indices. The Trustees discussed with PLFA the fact that certain periods of underperformance may be transitory while other periods of underperformance may be reflective of broader issues which may warrant consideration of corrective action. The Trustees discussed these Funds with representatives of PLFA, including an assessment of the approach used by the Fund Managers as well as oversight and monitoring by PLFA as the investment adviser, to gain an understanding of underperformance and to assess whether any actions would be appropriate.

The Trustees also reviewed the monitoring of the Fund Managers’ investment results by PLFA, including PLFA’s historical practice of recommending to the Trustees the use of a new manager if performance lagged and could not be improved within a reasonable timeframe, and reviewed the monitoring of the PAM unit’s investment results by PLFA. Generally, the Trustees noted that there continues to be a strong record of well-managed Funds that work well in the Asset Allocation Funds and that the Asset Allocation Funds provide a range of professionally managed asset allocation investment options. The Trustees also noted that the Funds continue to deliver the investment style as disclosed to shareholders. The Trustees also noted only the Directly Managed Funds are open to new investors.

The Board concluded that PLFA continues to have a strong record of effectively managing a multi-manager fund group and asset allocation and income funds designed to give shareholders a reasonable array of choices through which to implement their investment programs. The Board further concluded that PLFA was implementing each Fund’s investment objective either directly or through the selection of Fund Managers and that PLFA’s record in managing each Fund indicates that its continued management as well as the continuation of the respective Fund Management Agreements will benefit each Fund and its shareholders.

3. Advisory Fees and Total Expense Ratios

The Trustees requested, received and reviewed information from PLFA relating to the advisory fees and the sub-advisory fees, including the portion of the advisory fees paid to each Fund Manager as compared to the portion retained by PLFA, and operating expense ratios for each of the Funds. The Independent Trustees also requested and reviewed information from the Independent Consultant along with their analysis of advisory fees, sub-advisory fees and certain other expenses. The Trustees reviewed the advisory fees, sub-advisory fees and operating expense ratios of each Fund and compared such amounts with the average fee and expense levels of other funds in applicable peer fund groups. During their review, the Trustees noted that all of the Funds were subject to contractual expense limitations agreed to by PLFA. The Trustees also reviewed written materials prepared by PLFA based on peer fund group information retrieved from the independent sources. The Independent Trustees requested and reviewed an analysis provided by the Independent Consultant of the asset-based breakpoint schedule for the Funds. The Independent Trustees noted that the breakpoints offer meaningful potential savings to shareholders of many of the Funds.

The Trustees also considered information from the Fund Managers regarding the comparative sub-advisory fees charged under other investment advisory contracts for similarly managed accounts, such as contracts of each Fund Manager with other similarly managed registered investment companies or other types of clients. The Trustees noted that in many cases there were differences in the level of services provided to the Funds by the Fund Managers and that the level of services provided by these Fund Managers on these other accounts were due to the different nature of the accounts or because there were other reasons to support the difference in fees, such as an affiliation between the Fund Manager and the account. These differences often explained variations in fee schedules. The Trustees were mindful that, with regard to the sub-advised Funds, the fee rates were the result of arms’-length negotiations between PLFA and the Fund Managers, and that any sub-advisory fees are paid by PLFA and are not paid directly by a Fund. The Trustees observed that certain of the Funds’ contractual advisory fees were higher than the average of their respective Morningstar category while others were either lower or approximately equal to these averages.

The Board concluded that the advisory fees, sub-advisory fees and total expenses of each Fund were fair and reasonable.

4. Costs, Level of Profits and Economies of Scale

The Trustees reviewed information provided by PLFA and the Fund Managers regarding PLFA’s costs of sponsoring the Funds and information regarding the profitability of PLFA and the Fund Managers.

PLFA and the Fund Managers’ Costs and Profitability. The Trustees noted that, based on the data available, PLFA appears to be providing products that are competitively priced with other funds, especially multi-manager and asset allocation funds. The Board considered the costs of the services to be provided and the overall financial results for PLFA and its affiliates from the management of the Trust, both including and excluding distribution costs. The Board noted that the Funds and not projected to produce profits for PLFA for the year ended December 31, 2012, and considered that the Funds have not been profitable to PLFA and its affiliates in the past, due in part to the relatively low level of assets. The Board also noted the projected profitability of the Funds to PLFA in the near term and noted that PLFA and its affiliates continue to subsidize and reimburse expenses for many of the Funds.

The Trustees also reviewed information provided regarding the structure and manner in which PLFA’s and the Fund Managers’ investment professionals were compensated and their respective views of the relationship of such compensation to the attraction and retention of quality personnel. The Trustees considered PLFA’s willingness to invest in technology, infrastructure and staff to reinforce and offer new services and to accommodate changing regulatory requirements.

With respect to the Fund Managers, the Trustees noted that it was difficult in many cases to accurately determine or evaluate the profitability of the Fund Management Agreements to the Fund Managers because of, among other things, the differences in the types of information provided by the Fund Managers, the fact that many Fund Managers manage substantial assets other than the Funds and, further, that any such assessment would involve assumptions regarding the Fund Managers’ expense allocation policies, capital structure, cost of capital, business mix and other factors.

F-8

PACIFIC LIFE FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

AND FUND MANAGEMENT AGREEMENTS (Continued)

(Unaudited)

Accordingly, in the case of the Fund Managers, the Trustees focused their consideration on the data described above in light of the arms’-length nature of the relationship (for the Funds that are sub-advised) between PLFA and such Fund Managers with respect to the negotiation of fund sub-advisory fees and the fact that such fees are paid by PLFA.

Economies of Scale. The Trustees noted and considered the extent to which economies of scale are increasingly realized as each Fund grows and whether advisory fee levels reflect economies of scale if the Funds grow in size. The Trustees noted the Funds have relatively small asset levels that do not currently produce significant economies of scale. The Trustee noted, however, PLFA’s commitment to competitive total expenses of the Funds through expense limitation agreements, its and its affiliates’ consistent reinvestment in the business in the form of improvements in technology, product innovations and customer service. The Board concluded that the Funds’ cost structures were reasonable in light of the Trust’s size.

5. Ancillary Benefits

The Trustees requested and received from PLFA and the Fund Managers information concerning other benefits received by PLFA, the Fund Managers, and their affiliates as a result of their respective relationship with the Funds, including information about various service arrangements with PLFA affiliates and reimbursement at an approximate cost basis for support services in the case of PLFA and an affiliate, as well as commissions paid to broker-dealers affiliated with certain Fund Managers and the use of soft-dollars by certain of the Fund Managers. The Trustees also considered information concerning other significant economic relations between the Fund Managers and their affiliates and with PLFA and its affiliates and noted PLFA’s processes and procedures to identify and disclose such relationships to the Board. The Trustees also considered information provided to them as to how conflicts of interest that may arise from these relationships are managed.

The Board concluded 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 their consideration of each of the factors referred to above, and assisted by the advice of the Independent Consultant and independent counsel to the Independent Trustees, the Board, including the Independent Trustees, concluded that the Advisory Agreement and each applicable Fund Management Agreement are fair and reasonable with respect to each Fund and its shareholders, and that the renewal of the Advisory Agreement and each applicable Fund Management Agreement would be in the best interests of the Funds and their shareholders. The Board did not indicate that any single factor was determinative of its decision to approve the Advisory Agreement and each applicable Fund Management Agreement, but indicated that the Board based its determination on the total mix of information available to it.

F-9

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

F-10

PACIFIC LIFE FUNDS

ANNUAL REPORT

AS OF MARCH 31, 2013

TABLE OF CONTENTS
Performance Discussion	A-1
Schedules of Investments	B-1
Financial Statements:
Statements of Assets and Liabilities	C-1
Statements of Operations	C-5
Statements of Changes in Net Assets	C-9
Statement of Cash Flows	C-16
Financial Highlights	C-17
Notes to Financial Statements	D-1
Report of Independent Registered Public Accounting Firm	E-1
Disclosure of Fund Expenses	F-1
Trustees and Officers Information	F-3
Approval of Investment Advisory Agreement and Fund Management Agreements	F-6
Where to Go for More Information	F-23

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION

PL Underlying Fund	Fund Manager
PL Floating Rate Loan	Eaton Vance Management (Eaton Vance)
PL Inflation Managed PL Managed Bond	Pacific Investment Management Company LLC (PIMCO)
PL Short Duration Bond	T. Rowe Price Associates, Inc. (T. Rowe Price)
PL Emerging Markets Debt	Ashmore Investment Management, Limited (Ashmore)
PL Comstock	Invesco Advisers, Inc. (Invesco)
PL Growth LT	Janus Capital Management LLC (Janus)
PL Large-Cap Growth	BlackRock Investment Management, LLC (BlackRock)1
PL Large-Cap Value	ClearBridge Advisors, LLC (ClearBridge)
PL Main Street® Core	OppenheimerFunds, Inc. (Oppenheimer)
PL Mid-Cap Equity	Scout Investments, Inc. (Scout) 2
PL Mid-Cap Growth	Morgan Stanley Investment Management Inc. (Morgan Stanley)
PL Small-Cap Growth	Fred Alger Management, Inc. (Alger)
PL Small-Cap Value	NFJ Investment Group LLC (NFJ)
PL Real Estate	Morgan Stanley Investment Management Inc. (Morgan Stanley)
PL Emerging Markets	OppenheimerFunds, Inc. (Oppenheimer)
PL International Large-Cap	MFS Investment Management (MFS)
PL International Value	J.P. Morgan Investment Management Inc. (JPMorgan)
PL Currency Strategies	UBS Global Asset Management (Americas) Inc. (UBS)
PL Global Absolute Return	Eaton Vance Management (Eaton Vance)
PL Precious Metals	Wells Capital Management Incorporated (Wells Capital)
PL Fund of Funds
PL Alternative Strategies 3	Pacific Life Fund Advisors LLC (PLFA)

¹  BlackRock, effective January 1, 2013, became the new fund manager for PL Large-Cap Growth Fund. The prior fund manager was UBS Global Asset Management (Americas) Inc. from April 1, 2012 to December 31, 2012.

²  Scout, effective January 1, 2013, became the new fund manager of the PL Mid-Cap Equity Fund. The prior fund manager was Lazard Asset Management LLC from April 1, 2012 to December 31, 2012.

³  The PL Alternative Strategies Fund commenced operations on December 31, 2012, and although the fund is effective, it is not currently offering shares to investors and is not available for sale at this time. Presently, only Pacific Life Fund Advisors LLC (PLFA) and certain of its affiliates can invest in the PL Alternative Strategies Fund.

This Annual Report is provided for the general information of investors with beneficial interests in Pacific Life Funds. This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current Pacific Life Funds’ Prospectus, as supplemented, which contains information about Pacific Life Funds and each of its funds, including their investment objectives, risks, charges and expenses. You should read the Prospectus carefully before investing. There is no assurance that a fund will achieve its investment objective. Each fund is subject to market risk. The net asset value of a fund changes as the values of its assets go up or down. The value of a fund’s shares will fluctuate, and when redeemed, may be worth more or less than their original cost. The total return for each fund includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance. Performance figures for each class reflect the deduction of any applicable maximum front-end sales charge at the time of investment and reflect any applicable contingent deferred sales charge that would be deducted upon redemption at the end of the period presented.

This report shows you the performance of the funds compared to benchmark indices. Index performance is provided for illustrative and comparative purposes only and does not predict or depict the performance of the funds. Indices are unmanaged, do not incur transaction costs and cannot be purchased directly by investors. Index returns on equity securities include reinvested dividends.

PLFA supervises the management of all of the funds above, subject to the review of the Pacific Life Funds’ Board, and also does business under the name Pacific Asset Management. PLFA has written the general market conditions commentary which expresses PLFA’s opinions and view on how the market generally performed for the year ended March 31, 2013. All views are subject to change at any time based upon market or other conditions, and Pacific Life Funds, its adviser and the fund managers disclaim any responsibility to update such views. Any references to “we”, “I”, or “ours” are references to the adviser or fund manager.

The adviser and fund managers may include statements that constitute “forward-looking statements” under the United States (U.S.) securities laws. Forward-looking statements include information concerning possible or assumed future results of the Pacific Life Funds’ investment operations, asset levels, earnings, expenses, industry or market conditions, regulatory developments and other aspects of the Pacific Life Funds’ operations or general economic conditions. In addition, when used in this report, predictive verbs such as “believes”, “expects”, “anticipates”, “intends”, “plans”, “estimates”, “projects” and future or conditional verbs such as “will”, “may”, “could”, “should” and “would” or any other statement that necessarily depends on future events, are intended to identify forward-looking statements. Forward-looking statements are not guarantees of performance or economic results. They involve risks, uncertainties and assumptions. Although such statements are based on expectations that the adviser or fund manager believes to be reasonable, actual results may differ materially

A-1

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

from expectations. Investors must not rely on any forward-looking statements. In connection with any forward-looking statements and any investment in the Pacific Life Funds, investors should carefully consider the investment objectives, policies and risks described in the Pacific Life Funds’ current Prospectus, as supplemented, and Statement of Additional Information, as supplemented, as filed with the Securities and Exchange Commission (SEC), which may be obtained from the SEC’s website at www.sec.gov.

Market Conditions (for the year ended March 31, 2013)

Executive Summary

Over the reporting period, financial markets experienced pockets of volatility but managed to trend higher. While the geopolitical and economic uncertainty that overwhelmed investors lingered during the reporting period, no major disruptions caused the markets to veer off-course for a prolonged period. The short-term “risk-on” and “risk-off” trend persisted over the first half of the reporting period with macro headlines primarily driving market sentiments. However, volatility remained relatively tame and equity markets rallied over the latter half of the reporting period despite the anticipation of challenges coming from of Washington D.C.

Several key events caused volatility to rise in the first half of the reporting period. The euro crisis appeared to have reached peak levels around the start of the reporting period. Amid this challenging environment, European countries saw changes in their political landscape. This included new leaders who pushed for anti-austerity policies. The backlash from anti-austerity supporters (a united front against rampant unemployment and government spending cuts accompanied by strikes and demonstrations) caused additional concerns of unwinding the progress in Europe. Additionally, the economic drag from Europe had global implications that caused global economic growth projections to be revised downward. Concerns over China and its exports to Europe also weighed on its ability to sustain its dominant growth.

Despite the headwinds around the globe, financial markets marched higher over the second-half of the reporting period. The combination of high unemployment rate and lack of evidence of inflation, the Fed continued to provide further support by extending “Operation Twist” (its program to keep long-term rates low by selling its short-term assets and buying long-term Treasuries). The Fed also launched a third round of quantitative easing in September to purchase an additional $40 billion in mortgage-backed securities (MBS) per month. From abroad, the political and economic disturbances in Europe finally led the European Central Bank (ECB) to pledge full support to preserve the euro, which helped unfreeze capital flow throughout the European banking system.

Throughout the reporting period, central banks continued to play a vital role in sustaining the financial market recovery by providing unprecedented liquidity in the global banking system. While such efforts may have helped rejuvenate financial markets, political upheaval introduced uncertainty in the marketplace. Both U.S. and European politicians continued to muddle through their respective fiscal and economic issues. In the U.S., fears of the “fiscal cliff” scenario developed from the inability of Congress to promptly settle budgetary disagreements that led to the implementation of the sequestration budget cuts. In the eurozone, European politicians have struggled to agree and settle on the appropriate policy actions to recover their economies.

The global economy maintained a steady but slow recovery throughout the reporting period. Various risks continued to linger and influenced markets to varying degrees. The following sections highlight how specific market segments responded to the events that unfolded over the reporting period.

Fixed Income

As the overall market sentiment improved relative to the prior reporting period, the broad fixed income segment fell behind the broad equity market. For the reporting period, the overall fixed income market (as measured by the Barclays U.S. Aggregate Bond Index) gained 3.77%. Short-term Treasuries and credits barely budged over the reporting period as the Fed continued to maintain a near zero interest rate policy for the Federal Funds (Fed Funds). Long-term Treasuries benefited moderately from the Fed’s efforts to keep long-term yields low. Treasury yields (which have an inverse relationship to prices) continued to hit historic low levels, as the 10-Year Treasury yield dipped below 1.50% during the reporting period. The Barclays Long Term U.S. Treasury Index increased 7.31% over the reporting period.

In this environment, the riskier sectors within the fixed income segment performed relatively well. The high yield market experienced a strong rally with lower-rated credits outpacing those in the investment grade tiers. Emerging markets debt also delivered strong results over the reporting period, as the J.P. Morgan Emerging Markets Bond Index Global Diversified Index returned 10.11% over the reporting period. Additionally, the collateralized loan obligation market showed some revival throughout the reporting period, which boded well for bank loans. Throughout this low Treasury yield environment, investors looked across the riskier spectrum to obtain yields.

Domestic Equity

The domestic equity market experienced modest swings throughout the reporting period but managed to finish with a gain of 13.96% for the S&P 500 Index. Results were relatively mixed for the various categories within the domestic equities segment. One common theme among domestic equities was the double-digit returns across the market capitalization and style groups. With respect to market capitalization, mid-capitalization stocks outpaced those of large- and small-capitalizations. Value styles outperformed those of growth, which were primarily driven by the solid performances of the financials sectors over the reporting period. Financials tends to be the largest sector in value indices. The sector’s strong performance followed a dismal year in 2011, which then recovered as the central banks moved aggressively to support the global banking system. On the flipside, information technology, which tends to have heavy representation in growth indices, was the worst performing sector over the reporting period. Other sectors were driven by various reasons. Political factors over the reporting period, especially throughout the presidential election, had a material influence in the stock market. President Obama’s re-election, and his push to pass the Patient Protection and Affordable Healthcare Act, often times referred to as “Obamacare”, helped the health care sector experience a strong gain over the reporting period.

See benchmark definitions on page A-27

A-2

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

International Equity

After a difficult run during the prior reporting period, international stocks in developed markets experienced a healthy recovery over this reporting period. The Morgan Stanley Capital International (MSCI) Europe, Australasia, and Far East (MSCI EAFE) Index and the MSCI Emerging Markets Index returned 11.25% and 1.96%, respectively. Emerging markets equity returns, on the other hand, were less robust, particularly over the first quarter of 2013. Countries such as Brazil and China continued to deal with inflation that led to concerns over monetary tightening to slow their growth. Additionally, the Japanese yen had been devalued sharply, which helps Japan’s exports but threatens the competitiveness of other Asian exporters. Such concerns hurt South Korean stocks, which represent the largest country weighting in the MSCI Emerging Markets Index.

Concluding Remarks

Economic reports indicated that the world economy grew at approximately 3.20% in 2012 (International Monetary Fund—World Economic Outlook Update—April 2013). Emerging markets, particularly China, contributed to that growth. Developed nations, on the other hand, crawled at a sluggish pace or contracted. Despite the dismal economic indicators, equity markets in developed countries thrived over the reporting period. Perhaps, this was driven more out of relief of avoiding meltdown scenarios that markets had feared.

The question remains on the sustainability of the market rise. Over the reporting period, equity valuations had been trading below long-term averages. These trading ranges may have been a reflection of the general market environment. Over the past few years, the world has been dealing with various crises, which may have caused a hesitation to push valuations back to longer-term historic levels. However, these valuation levels have risen closer to the 10-year average over the first quarter of 2013 as U.S. economic reports continued to indicate steady improvements.

More clarity has been developing in 2013, but challenges still linger. The crisis level in the eurozone appears to be manageable, but economic activity is expected to remain weak in the region. Although the situation in the U.S. is relatively better than its developed counterparts in Europe, economic growth is expected to remain modest. The benign economic activity in developed nations is anticipated to dampen demand for exports from emerging markets. This may have some varying implications to these emerging markets nations. Nonetheless, growth in countries such as China is expected to remain healthy.

Performance over the reporting period showed investors that markets can diverge from economic fundamentals. The level of uncertainty and risks throughout the globe may have caused some investors to reduce or avoid equity exposure. However, those investors would have missed out on the impressive performance delivered from equities in developed markets. This validates the importance of proper asset allocation to navigate through various market conditions.

PL Floating Rate Loan Fund (managed by Eaton Vance Management)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Floating Rate Loan Fund’s Class P returned 6.40%, compared to a 7.91% return for its benchmark, the S&P/LSTA Leveraged Loan Index.

The following graph compares the performance of a hypothetical $10,000 investment in Class P shares of the fund to its benchmark for the periods from inception through March 31, 2013. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

Average Annual Total Returns for the Periods Ended March 31, 2013 (1)
	1 Year		Since Inception (6/30/2008)
Fund’s Class P		6.40%		5.06%
S&P/LSTA Leveraged Loan Index		7.91%		6.70%

⁽¹⁾  Eaton Vance Management began managing the fund on July 1, 2010, and some investment policies changed at that time. Another firm managed the fund before that date.

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the reporting period, the fund’s Class P underperformed the benchmark. Relative to the benchmark, the fund maintains a greater focus on higher quality loans. Over the reporting period, the lower quality segments of the loan market produced robust gains, far outpacing

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PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

their higher quality counterparts as lower quality loans benefited from investors searching for yield and appetite for risk during the period. The CCC loan segment registered a 22.5% return, well ahead of the returns produced by the BB and B loan groups, which advanced 5.8% and 7.6% respectively. The fund’s overweight to the BB loan group and sizeable underweight to CCC loans was a drag on the fund’s relative performance.

We at Eaton Vance employ a rigorous, bottom-up credit research process where loan selection tends to drive fund performance. That said, analyzing results from the perspective of industry exposures relative to the fund’s benchmark can be instructive. Underweight exposures to utilities, the best-performing industry over the reporting period, and radio & television detracted from fund relative performance. An overweight exposure to the food products industry, which lagged the broader market over the reporting period, was also a drag on relative performance results. Contributing to relative fund performance were underweight exposures to aerospace & defense and telecommunications, as both industry groups lagged the broader market return.

The fund is well diversified with 245 loan issuer positions as of March 31, 2013. In the current low interest rate environment, where the 3-month London Interbank Offered Rate (LIBOR) rate stood at 0.28% as of March 31, 2013, the fund continues to benefit from its exposure to LIBOR floors as a form of incremental compensation, with the weighted average LIBOR rate for the fund at 1.01% as of March 31, 2013. Additionally, given the floating-rate nature of the asset class, the fund’s loans reset their coupons every 55 days on average as of March 31, 2013, resulting in limited interest rate risk exposure for the fund as compared to longer duration fixed income funds.

PL Inflation Managed Fund (managed by Pacific Investment Management Company LLC)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Inflation Managed Fund’s Class P returned 6.79%, compared to a 5.68% return for its benchmark, the Barclays U.S. TIPS Index.

The following graph compares the performance of a hypothetical $10,000 investment in Class P shares of the fund to its benchmark for the ten-year period ended March 31, 2013. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

Average Annual Total Returns for the Periods Ended March 31, 2013
	1 Year		5 Years		10 Years
Fund’s Class P		6.79%		6.32%		6.21%
Barclays U.S. TIPS Index		5.68%		5.89%		6.32%

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the reporting period, the fund’s Class P outperformed the benchmark. Investment strategies were implemented by investing in bonds and derivative instruments. We at PIMCO look to remain in risk reduction mode while preferring high quality income over price appreciation, as risk premiums still appear richly priced relative to our outlook. During the reporting period, an underweight position to Treasury Inflation Protected Securities (TIPS) was a negative influence on the fund’s performance as real yields rallied during the reporting period. Within investment grade credit, exposure to financials added to fund performance returns as this sector outperformed the broader corporate market amid strong and improving balance sheets and improving housing data. A modest allocation to non-Agency MBS which benefited from the on-going housing recovery, also contributed to the fund’s performance returns. Exposure to interest rates of non-U.S. developed countries through cash bonds and interest rate swaps, added to fund performance as central bank liquidity drove down yields. Modest duration exposure to Brazil during the first quarter of 2013 detracted from returns as rate rose. However, exposure to emerging local interest rates in Mexico through cash bonds and interest rate swaps contributed to fund returns.

PIMCO expects the global economy to grow at a real rate of 2.0 to 2.5 percent over the next twelve months. PIMCO anticipates stronger growth in the U.S. and China driven by housing and a successful leadership transition, respectively. In the U.S., improvements in housing prices, inventory, sales data and housing-related sectors such as construction suggest that housing may provide a substantial positive contribution to gross domestic product (GDP). This strength, however, will be weighed down by tight fiscal policy which is largely the result of the fiscal cliff deal and implementation of sequestration. Global growth will be tempered by PIMCO’s deteriorating outlook for the eurozone which has been slow to implement necessary structural reforms. The ratification of the European Stability Mechanism (ESM) and

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PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

the ECB’s conditional commitment to be the lender of last resort significantly reduced the probability of tail risk in the eurozone as both actions boosted confidence and slowed the process of delevering. The negative effects of austerity measures implemented throughout the eurozone are reflected in the weak growth numbers within the region and demonstrate recessions already underway. Although PIMCO anticipates emerging markets (EM) growth to outpace that of developed markets over the cyclical horizon, growth will come at a significantly lower level than in recent years. The economic outlook has improved on the back of flexible monetary policy and better starting balance sheets of EM sovereigns. China’s growth prospects have recovered following its smooth leadership transition in 2012 which may benefit other EM resource-producing countries.

In the face of poor starting conditions, nominal growth in the developed world may be bolstered by the persistent resolve of central banks whose balance sheets continue to expand. However, ongoing efforts by policymakers to offer short-term solutions are becoming increasingly ineffective in delivering real outcomes. Financial markets’ heightened sensitivity to policy-related news reflects acknowledgement of the difficulties that lie ahead in resolving significant structural problems in many economies.

PL Managed Bond Fund (managed by Pacific Investment Management Company LLC)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Managed Bond Fund’s Class P returned 6.85%, compared to a 3.77% return for its benchmark, the Barclays U.S. Aggregate Bond Index.

The following graph compares the performance of a hypothetical $10,000 investment in Class P shares of the fund to its benchmark for the ten-year period ended March 31, 2013. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

Average Annual Total Returns for the Periods Ended March 31, 2013
	1 Year		5 Years		10 Years
Fund’s Class P		6.85%		7.01%		5.91%
Barclays U.S Aggregate Bond Index		3.77%		5.47%		5.02%

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the reporting period, the fund’s Class P outperformed the benchmark. Investment strategies were implemented by investing in bonds and derivative instruments. We at PIMCO look to remain in risk reduction mode while preferring high quality income over price appreciation, as risk premiums still appear richly priced relative to our outlook. Tactical duration positioning in the U.S. through the use of cash bonds and interest rate swaps was positive for the fund’s performance. An overall underweight to corporate bonds, which outperformed Treasuries despite volatile geopolitical developments, was negative for fund performance returns. However, a focus on financials more than offset this loss as this sector outperformed the broader corporate market amid strong, improving balance sheets and improving housing data. Additionally, holdings of Agency MBS during the reporting period impacted the fund’s performance positively as this sector outperformed like-duration Treasuries. An allocation to non-Agency MBS, which benefited from the on-going housing recovery, also contributed to returns.

Beyond core sectors, exposure to non-U.S. developed interest rates, particularly core Europe and Canada through cash bonds and interest rate swaps, added to fund performance as central bank liquidity drove down yields. Exposure to high yield, through the use of cash bonds and interest rate swaps, also added to fund performance as spreads tightened. Exposure to emerging markets, specifically Brazil and Mexico, through cash bonds and interest rate swaps, contributed to fund performance. Holdings of Build America Bonds (BABs) were also positive for fund performance, as spreads tightened on continued demand.

PIMCO expects the global economy to grow at a real rate of 2.0 to 2.5 percent over the next twelve months. PIMCO anticipates stronger growth in the U.S. and China driven by housing and a successful leadership transition, respectively. In the U.S., improvements in housing prices, inventory, sales data and housing-related sectors such as construction suggest that housing may provide a substantial positive contribution to GDP. This strength, however, will be weighed down by tight fiscal policy which is largely the result of the fiscal cliff deal and implementation of sequestration. Global growth will be tempered by PIMCO’s deteriorating outlook for the eurozone which has been slow to implement necessary structural reforms. The ratification of the ESM and the ECB’s conditional commitment to be the lender of last resort

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PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

significantly reduced the probability of tail risk in the eurozone as both actions boosted confidence and slowed the process of delevering. The negative effects of austerity measures implemented throughout the eurozone are reflected in the weak growth numbers within the region and demonstrate recessions already underway. Although PIMCO anticipates EM growth to outpace that of developed markets over the cyclical horizon, growth will come at a significantly lower level than in recent years. The economic outlook has improved on the back of flexible monetary policy and better starting balance sheets of EM sovereigns. China’s growth prospects have recovered following its smooth leadership transition in 2012 which may benefit other EM resource-producing countries.

In the face of poor starting conditions, nominal growth in the developed world may be bolstered by the persistent resolve of central banks whose balance sheets continue to expand. However, ongoing efforts by policymakers to offer short-term solutions are becoming increasingly ineffective in delivering real outcomes. Financial markets’ heightened sensitivity to policy-related news reflects acknowledgement of the difficulties that lie ahead in resolving significant structural problems in many economies.

PL Short Duration Bond Fund (managed by T. Rowe Price Associates, Inc.)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Short Duration Bond Fund’s Class P returned 1.86%, compared to a 1.09% return for its benchmark, the Barclays 1-3 Year U.S. Government/Credit Bond Index.

The following graph compares the performance of a hypothetical $10,000 investment in Class P shares of the fund to its benchmark for the periods from inception through March 31, 2013. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

Average Annual Total Returns for the Periods Ended March 31, 2013 (1)
	1 Year		5 Years		Since Inception (12/31/2003)
Fund’s Class P		1.86%		2.20%		2.49%
Barclays 1-3 Year U.S. Government/Credit Bond Index		1.09%		2.37%		3.10%

⁽¹⁾  T. Rowe Price Associates, Inc. began managing the fund on July 1, 2011, and some investment policies changed at that time. Another firm managed the fund before that date.

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the reporting period, the fund’s Class P outperformed the benchmark. Sector allocations were the most significant drivers of fund returns relative to the benchmark. Specifically, an overweight allocation to short-dated, investment-grade corporate debt and an underweight allocation to Treasury securities relative to the benchmark caused the most substantial outperformance. In addition to our corporate allocation, the fund’s out-of-benchmark exposure to high yield bonds and commercial mortgage-backed securities was beneficial to fund performance.

Positioning on the yield curve was also a noteworthy driver of relative fund performance, as rates along the intermediate portion of the curve experienced declines—driven lower in part by significant investor concerns over global economic conditions, the sovereign debt crisis in the eurozone, and continued support for the Treasury market. As such, our modest exposure to intermediate maturities—mostly through MBS and investment-grade corporate bonds—benefited the fund. Although credit selection provided a mostly neutral-to-positive impact on relative performance, a selection of U.S. money center banking names detracted from the fund’s relative returns. In addition, while the fund’s sector allocations provided substantial outperformance relative to the index, the out-of-benchmark position in mortgage-backed securities weighed on relative fund performance results.

We at T. Rowe Price maintained a meaningful overweight to investment-grade corporate bonds, an out-of-benchmark allocation to securitized sectors, and a significant underweight to Treasuries and government-related securities during the reporting period. In addition, we maintained our modest position in TIPS, although we reduced our allocation during the first quarter of 2013.

Interest rates might have been biased to the upside during the reporting period, though we did not expect a substantial or rapid increase in rates. With that said, we reduced our duration posture, moving from a relatively long to modestly short duration position, relative to the

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PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

benchmark. This was accomplished via a reduction in our MBS allocation, by favoring corporate bonds in the three-year maturity space relative to five years and longer, and by shorting 10-year Treasury futures.

Our corporate allocation increased during the reporting period as we added several positions and made adjustments to the fund’s holdings. In particular, our corporate allocation trended higher as we added to our short-dated floating rate note (FRN) exposure in the fund. We added to the FRNs of both financial and industrial companies, and in particular to John Deere Capital Corp. and The Walt Disney Co.

We also took opportunities to rotate into more favorable positions within our corporate bond allocation. For example, we sold five-year Baxter International, Inc., Occidental Petroleum Corp., and BP Capital Markets P.L.C. bonds—which were trading at rich spread levels—in order to purchase the more attractively priced five-year bonds of Swedbank AB. We continued to add to strong industrial names with favorable business profiles. In maintaining our recent conviction to crossover names—securities rated as investment grade and high yield by different rating agencies—we added to Avon Products, Inc. The company was in the early stages of a major recovery after several years of ineffective management, and the new management team was in the process of implementing a plan for reigning in expenses and generating a more sustainable cash flow.

Derivatives held during the reporting period included interest rate futures and currency forwards. Interest rate futures that were used decreased duration for the fund. Currency forwards were used to both increase and decrease (during different periods) the fund’s exposure to underlying currencies during the reporting period.

PL Emerging Markets Debt Fund (managed by Ashmore Investment Management, Limited)

Q. How did the fund perform for the period ended March 31, 2013?

A. The fund commenced operations on June 29, 2012. For the period from inception through March 31, 2013, the PL Emerging Markets Debt Fund’s Class P returned 8.24%, compared to a 7.15% return for its benchmark, the JP Morgan Emerging Markets Bond Index (EMBI) Global Diversified Index.

The following graph compares the performance of a hypothetical $10,000 investment in Class P shares of the fund to its benchmark for the period from inception through March 31, 2013. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

Total Returns for the Period from Inception Through March 31, 2013
	Since Inception (6/29/2012)
Fund’s Class P		8.24%
JP Morgan EMBI Global Diversified Index		7.15%

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the period, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the period since inception through March 31, 2013, the fund’s Class P outperformed the benchmark. We at Ashmore are able to tactically manage exposure to external debt, local currency and corporate debt. The fund invests its assets in debt instruments that are economically tied to emerging market countries, which are issued by governments (sovereigns), government-guaranteed or majority government-owned entities (quasi-sovereigns), government agencies and corporate issuers, and may be denominated in any currency, including the local currency of the issuer.

The fund’s allocation to sovereign external debt has been declining slowly over the period, ending at around 64% of fund net asset value (NAV). Meanwhile, the fund’s exposure to corporate debt and local currency has been increased over the period, up to 24% and 8% of NAV respectively. The fund’s overweight position to corporate bonds has been a significant positive contributor to the fund’s performance over the reporting period, particularly in the first quarter of 2013, when sovereign external debt suffered from the increase in Treasury yields. Contribution to local currency assets has been mixed, with local interest rates returns delivering strong returns during 2012, while pure foreign exchange (FX) returns were modestly positive.

The fund’s off-benchmark exposure to local currency instruments has been managed dynamically since inception. The exposure was increased in September 2012, when emerging markets currencies benefited from a new round of quantitative easing by the Fed. We booked profit and reduced exposure in early 2013. Meanwhile, we have maintained local currency duration exposure to take advantage of monetary policy stimulus by global central banks. Over the reporting period, the fund’s exposure to local currency bonds was a positive contributor to its

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PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

performance, principally because the fund was invested in local markets where interest rates markets performed very well (Brazil, Russia). Over the reporting period, we also maintained a healthy exposure to corporate bonds, as their value relative to sovereigns has represented one of the best opportunities in emerging markets fixed income. Value was added to the fund as a result of overweight positions in quasi-sovereign and corporate bonds in Russia, Ukraine, Kazakhstan and China for instance.

Considering the fund’s country-level attribution across all three themes (sovereign external and local debt and corporate debt), China, Russia, South Africa, Ukraine, Poland and Argentina were the largest contributors to performance relative to the benchmark. In Russia, the fund benefited from security selection in quasi-sovereign bond issues. In Argentina, security selection and active trading around uncertain legal outcomes yielded some positive results. In Poland and South Africa, our timely positions in local government bonds in the summer of 2012 benefited from the downgrade of growth expectations in both countries. In Brazil, our positions in long-end nominal and inflation-linked bonds performed well despite giving back some profit in first quarter 2013 when the Brazilian yield curve snapped back. Among the largest detractors to fund performance over the period was Venezuela, where the fund’s exposure to the country was reduced a little too early and missed the strong rally in the country’s bonds that took place at the end of 2012. We also saw weaker relative performance in Turkey, where continued concerns about growth have kept the fund’s exposure vis-à-vis the benchmark lower. While the fund’s allocation was positive in the reporting period, our lower allocation meant that we did not fully participate in the stronger performance in the first part of the six-month period. Finally, in the same vein, our lower allocation to Colombia was a relative performance detractor for the fund. We see spreads in Colombia as quite tight and do not see much value in the bonds compared to other regional peers. However, given the strong credit profile of Colombia, the bonds tend to hold up better during periods of market dislocations, such as what we saw in the first quarter of 2013.

PL Comstock Fund (managed by Invesco Advisers, Inc.)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Comstock Fund’s Class P returned 16.96%, compared to a 18.77% return for its benchmark, the Russell 1000 Value Index.

The following graph compares the performance of a hypothetical $10,000 investment in Class P shares of the fund to its benchmark for the ten-year period ended March 31, 2013. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

Average Annual Total Returns for the Periods Ended March 31, 2013 (1)
	1 Year		5 Years		10 Years
Fund’s Class P		16.96%		5.37%		7.84%
Russell 1000 Value Index		18.77%		4.85%		9.18%

⁽¹⁾  Invesco Advisers, Inc. began managing the fund on June 1, 2010. Another firm managed the fund before that date.

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the reporting period, the fund’s Class P underperformed the benchmark. Invesco’s investment philosophy appreciates that, as financial markets tend to focus on short-term factors, stock prices often fail to reflect the intrinsic value of companies. We believe that longer-term investors can take advantage of pricing anomalies in financial markets by purchasing stocks of companies that are currently underpriced. The fund aims to exploit these market inefficiencies by investing in companies that appear undervalued relative to the market in general. Ultimately, we believe that the market will recognize the value in these companies, and we will sell them as their stock price begins to reflect their intrinsic value.

The fund’s investable universe includes all equities with a market capitalization greater than $5 billion. We filter for companies with sufficient liquidity and then on valuation metrics depending upon the growth or cyclical nature of their business. The result of this filtering process is a pool of highly liquid securities that we believe are statistically inexpensive relative to the broader market. Companies identified in the filtering process are thoroughly analyzed to assess intrinsic value and their ability to achieve fair value.

On the positive side, a significant overweight position in the consumer discretionary sector enhanced relative fund performance versus the benchmark. The fund’s main consumer discretionary exposure was in the media companies industry, with holdings such as Comcast

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PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

Corp. and News Corp. contributing the most to its performance within this industry. Comcast, a top cable provider that is well positioned to take advantage of secular changes in broadband and content delivery, exhibited significant free cash flow generation, enabling the company to return capital to investors in terms of buying back company stock at attractive valuations. Strong stock selection within the financials sector also contributed to its performance. The Allstate Corp. and Citigroup, Inc. were the top performers within this sector, posting strong returns for the period. Citigroup is trading at attractive valuations, despite the strong performance over the reporting period and has a strong capital and reserve position. Stock selection within consumer staples also helped fund performance, followed by strong stock selection within materials. Notably, International Paper Co., boosted fund performance on both an absolute and relative basis, as the company experienced continued revenue growth through the reporting period and successfully implemented price increases. Stock selection within consumer staples benefited the fund’s relative performance, with Wal-Mart Stores, Inc. acting as a large contributor within the sector. Stock selection within industrials enhanced fund performance, as well. Ingersoll-Rand P.L.C. was a clear contributor, posting over 30% returns for the period.

On the negative side, unfavorable stock selection within the energy sector detracted from fund performance. Select holdings such as Weatherford International Ltd. and Royal Dutch Shell P.L.C. were large detractors within the sector. Weatherford continues to deal with an unfavorable drilling and service environment, as well as working through issues with internal accounting controls. Weak stock selection within health care, specifically, within pharmaceuticals, also acted as a large detractor to fund relative performance for the year. Also, UnitedHealth Group, Inc. and Cardinal Health, Inc. were poor performers for the period, as these stocks provided negative fund returns for the reporting period. A material overweight within information technology sector hampered fund performance, as well. Hewlett-Packard Co. and Microsoft Corp. were large detractors within this sector. Investors continue to be concerned with Hewlett-Packard over the short-term for changes in management and resulting inconsistent strategic plans. Stock selection and an underweight to telecommunication services detracted from fund relative performance. Verizon Communications, Inc. and Vodafone Group P.L.C. disappointed investors with a negative return for the reporting period, based on poor financials. Additionally, not owning Sprint Nextel Corp. was a large detractor to the fund’s performance, as the stock experienced outsized returns, performing over 80% for the period. Stock selection in the utilities sector and cash also detracted from the fund’s performance. The fund’s modest cash position detracted from relative performance, as equity markets produced strong positive returns during the reporting period.

We used currency forward contracts during the reporting period for the purpose of hedging currency exposure of non-U.S.-based companies held in the fund. Derivatives were used solely for the purpose of hedging and not for speculative purposes or leverage. The use of currency forward contracts had a modest positive impact on the Fund’s performance relative to the benchmark for the reporting period.

PL Growth LT Fund (managed by Janus Capital Management LLC)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Growth LT Fund’s Class P returned 7.53% compared to a 10.09% return for its benchmark, the Russell 1000 Growth Index.

The following graph compares the performance of a hypothetical $10,000 investment in Class P shares of the fund to its benchmark for the ten-year period ended March 31, 2013. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

Average Annual Total Returns for the Periods Ended March 31, 2013
	1 Year		5 Years		10 Years
Fund’s Class P		7.53%		3.18%		7.15%
Russell 1000 Growth Index		10.09%		7.30%		8.62%

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the reporting period, the fund’s Class P underperformed the benchmark. We at Janus believe that investing with conviction in companies with sustainable growth and high return on invested capital can drive consistent returns which we believe will allow us to outperform the fund’s benchmark and peers over time. We seek to identify companies across the market capitalization spectrum with high-quality management teams that wisely allocate capital to fund and drive long-term growth.

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PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

The market environment in recent months proved a bit of a headwind for the fund’s relative performance. We focus on companies with clear, sustainable, long-term growth drivers. These companies often have a high barrier to entry, a definable edge in an attractive industry with high growth potential, or a strong management team that has a clear vision for the future course of their company. These competitive advantages should allow the companies to grow regardless of the economy, and by and large, we have been impressed with the way the companies in the fund have grown this year as they execute on the strategies we believe separate them from the competition. However, the recent market rally has largely been driven on the premise of an improving global economy. Against that backdrop, we believe stocks that depend on a strong economy tended to rise a little faster than those that put up more consistent growth.

At the sector level, the consumer discretionary holdings had double-digit returns, but detracted from relative performance. The fund’s energy and industrials holdings also detracted from the fund’s relative results. The fund’s consumer staples holdings were the largest contributor to its relative results. The fund’s overweight to the health care sector and stock selection in the technology sector also contributed to the fund’s relative performance.

Apple, Inc. was the largest detractor from fund performance. The stock fell in recent months due to concerns that the competitive landscape for the company is becoming more challenging. While some of Apple’s competitors are gaining new, first-time smart phone users by offering less-expensive smart phones, we think Apple is not being given credit for the size and power of its current ecosystem. Current Apple users remain loyal to the brand, and those users are increasing their spending on Apple products. We believe Apple will continue to find ways to monetize its ecosystem. We also believe Apple has been one of the most innovative companies of the last two decades, and that the company will continue to be able to innovate and attract new consumers to its ecosystem.

On the other hand, J.C. Penney Co. was a large detractor from fund performance. Sales at the company were slow as the retailer’s new management team tried to implement new ways of doing business to turn the company around. After reviewing the management team and some of the changes taking place at the company, we sold the stock during the reporting period.

Zynga, Inc. also detracted from fund performance. We exited the position during the reporting period as the quick shift to mobile Internet use and a more challenging competitive landscape undermined the attractiveness of the investment for the long-term. OGX Petroleo e Gas Partipacoes S.A. also fell; the Brazilian-based company and its subsidiaries are primarily engaged in the research, mining, refining, processing, trade and transportation of oil and natural gas. The company reported slower-than-expected well flow rates during the reporting period. We sold the stock to pursue companies with better risk/reward profiles. EMC Corp. was another detractor. We like the company’s offerings around both big data and storage services, which are two of the fastest growing areas of enterprise information technology. We also think VMware, Inc,. in which EMC owns a majority stake, is well positioned to control and shape next generation data centers.

eBay, Inc. was our top contributor to fund performance. We think eBay has created a significant competitive advantage in becoming an ecommerce platform that can partner with merchants, instead of competing against them. The company’s PayPal unit has launched offline services, which give merchants who accept PayPal in their stores valuable marketing information on their customers that credit card companies cannot provide. eBay is also offering fulfillment services to merchants after its acquisition of GSI Commerce. In our view, such services create high barriers to entry for any competitors wanting to enter the ecommerce business, and offer promising growth potential as more retailers choose eBay as a partner.

Gilead Sciences, Inc. was a top contributor to fund performance as well. We believe our research team has done a tremendous job of understanding the potential of the drugs in Gilead’s pipelines as these drugs go through the development process. The market is now beginning to appreciate what some of these drugs mean to the company’s revenue streams. Gilead’s new single-pill Human Immunodeficiency Virus (HIV) treatment offers patients a simpler drug regimen than some other competing HIV drugs. The Gilead treatment is also potentially more tolerable than other single-pill competitors. Meanwhile, Gilead’s new treatment also allows the company the potential to capture a greater share of revenue for HIV treatment than its previous drug, which was used in combination with treatments from other companies. We think Gilead has also emerged as one of the leaders in a new wave of hepatitis C treatments. We continue to like the potential of this drug to treat a large addressable market of people suffering from hepatitis C.

Additionally, CBS Corp. was a top contributor to fund performance. We think CBS is one of a handful of companies that can continually launch and market hit television content. The value of this content continues to rise as its reach widens across new viewing platforms and spreads internationally. CBS has also made several moves that we believe create value for shareholders. The company has been buying back shares, and recently announced it would spin out its business concentrating on billboard advertising. The potential spin-out means a lower percentage of CBS revenue will come from advertising, making the business mix less cyclical in nature, and more focused on entertainment content.

While the economy has stabilized, we expect slow, economic growth going forward. However, we believe U.S. companies have generally honed their ability to perform well in a low-growth environment. Cheap energy, especially natural gas, is lowering manufacturing costs which is a long-term benefit for many industries. Meanwhile, the adoption of technology across a number of sectors is helping businesses plan and strategize and deliver more consistent results.

If the economy does grow at a slow pace, we think it favors our investment process. We are encouraged by the idea generation of our research analysts, who continue to find companies with reasonable valuations relative to their long-term, multi-year growth trajectories. These companies do not need rapid economic expansion to thrive. If we are correct in our understanding of their businesses, they have sustainable, competitive advantages that should allow them to continue to grow in many economic environments. In a growth-challenged world, companies that can put up better-than-average growth should be rewarded.

The fund uses derivatives primarily as a risk management tool. The two main benefits of effectively using derivatives are to reduce volatility and enhance returns. During the reporting period, the fund entered into forward currency contracts, index options and individual stock options. The aggregate derivative positions detracted from fund’s relative performance results.

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PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

PL Large-Cap Growth Fund (managed by BlackRock Investment Management, LLC)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Large-Cap Growth Fund’s Class P returned 7.66%, compared to a 10.09% return for its benchmark, the Russell 1000 Growth Index. Effective January 1, 2013, BlackRock Investment Management, LLC was appointed the interim manager of the PL Large-Cap Growth Fund by the Board on December 12, 2012. The prior fund manager, UBS Global Asset Management (Americas) Inc., managed the fund for the nine-month period from April 1, 2012 through December 31, 2012.

The following graph compares the performance of a hypothetical $10,000 investment in Class P shares of the fund to its benchmark for the ten-year period ended March 31, 2013. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

Average Annual Total Returns for the Periods Ended March 31, 2013 (1)
	1 Year		5 Years		10 Years
Fund’s Class P		7.66%		4.10%		4.50%
Russell 1000 Growth Index		10.09%		7.30%		8.62%

⁽¹⁾  BlackRock Investment Management, LLC began managing the fund on January 1, 2013 pursuant to an interim agreement. Other firms managed the fund before that date.

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the reporting period, the fund’s Class P underperformed the benchmark.

BlackRock

During the three-month interim period from January 1, 2013 to March 31, 2013, BlackRock implemented its passively managed strategy for the fund which is to seek to replicate as closely as possible, the total return of the benchmark as represented by the Russell 1000 Growth Index. In accordance with its passive investment strategy, the fund was positioned to match the risk characteristics of the benchmark throughout the period.

UBS

During the nine-month period from April 1, 2012 to December 31, 2012, the UBS Large-Cap Growth team focused on adhering to its investment discipline, seeking to identify and invest in three diverse sources of growth and emphasizing the management of our risk budget.

Stock selection was the primary detractor from fund performance during the reporting period. In particular, the fund’s positioning within the consumer discretionary and information technology sectors hurt the fund’s performance. Within consumer discretionary, the fund’s holdings in Ralph Lauren Corp., priceline.com, Inc., Chipotle Mexican Grill, Inc., and Las Vegas Sands Corp. detracted from the fund’s performance. This was somewhat offset by strong performance from holdings of Amazon.com, Inc. and Discovery Communications, Inc. In the information technology sector, the fund’s holdings in Baidu, Inc., Facebook, Inc., NetApp, Inc., and Riverbed Technology, Inc. detracted from its performance; however, stock selection within materials was a positive contributor to fund performance, due to the fund’s holding in The Sherwin-Williams Co. Stock selection in telecommunication services also contributed to fund performance as Crown Castle International Corp. moved higher. Health care was also a strong area due to holdings in Gilead Sciences, Inc., Biogen Idec, Inc., and Watson Pharmaceuticals, Inc.

Sector allocation contributed modestly to fund performance during the reporting period. The fund’s overweight to the energy, health care, and consumer discretionary sectors and underweight to the telecommunication services and industrials sectors contributed to its performance during the reporting period. On the negative side, the fund’s overweight to information technology and underweight to the financials, consumer staples, and materials sectors was a detractor from its performance during reporting period.

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PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

PL Large-Cap Value Fund (managed by ClearBridge Advisors, LLC)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Large-Cap Value Fund’s Class P returned 15.54%, compared to a 18.77% return for its benchmark, the Russell 1000 Value Index.

The following graph compares the performance of a hypothetical $10,000 investment in Class P shares of the fund to its benchmark for the ten-year period ended March 31, 2013. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

Average Annual Total Returns for the Periods Ended March 31, 2013 (1)
	1 Year		5 Years		10 Years
Fund’s Class P		15.54%		5.46%		8.09%
Russell 1000 Value Index		18.77%		4.85%		9.18%

⁽¹⁾  ClearBridge Advisors, LLC assumed management of the fund on October 1, 2006. Salomon Brothers Asset Management Inc. an affiliate of ClearBridge, managed the fund before that date.

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the reporting period, the fund’s Class P underperformed the benchmark. The ClearBridge large-capitalization value team utilizes an interactive, research-driven approach to identify companies with strong business franchises and attractive valuations. We look for companies with proven business models and sustainable competitive advantages capable of generating superior returns over time across a range of potential scenarios. We place a heavy emphasis on higher certainty of near- and medium-term cash flows, while discounting earnings from emerging business models or products. We consider valuations relative to normalized earnings power.

On an absolute basis, the fund had positive returns in all ten economic sectors in which it was invested during the reporting period. The greatest contributions to the fund’s performance return came from the consumer discretionary, financials and consumer staples sectors. Relative to the benchmark, the fund’s overall sector allocation contributed to performance for the reporting period. Overweight positions in the consumer discretionary and consumer staples sectors positively impacted its relative performance for the reporting period. Furthermore, security selection within the consumer discretionary and utilities sectors added to the fund’s relative performance. In terms of individual holdings, the leading contributors to fund performance included positions in News Corp., Time Warner, Inc., Sempra Energy, The Home Depot, Inc. and The Travelers Cos., Inc.

Relative to the benchmark, overall security selection detracted from the fund’s performance. Specifically, stock selection within the financials, consumer staples, health care, energy, information technology, industrials, and telecommunication service sectors negatively impacted the fund’s relative performance. Additionally, an underweight position in the health care sector detracted from relative fund performance for the reporting period. On an individual holding basis, the leading detractors from fund performance for the reporting period included positions in Johnson Controls, Inc., Hewlett-Packard Co., Apache Corp., Microsoft Corp. and Suncor Energy, Inc.

During the reporting period, we opportunistically added to the fund’s existing holdings and established one new fund position in Teva Pharmaceuticals Industries Ltd. We also sold the fund’s full positions in El Paso Corp., Hewlett-Packard, Johnson Controls and Raytheon Co. The proceeds were reinvested in areas where we believe there to be better risk-adjusted return opportunities.

We believe our disciplined investment philosophy and consistent approach positions us to generate competitive, risk-adjusted returns over the long-term. We continue to focus on high quality companies that we think have competitively advantaged business models and trade at attractive valuations.

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PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

PL Main Street Core Fund (managed by OppenheimerFunds, Inc.)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Main Street Core Fund’s Class P returned 9.93%, compared to a 13.96% return for its benchmark, the S&P 500 Index.

The following graph compares the performance of a hypothetical $10,000 investment in Class P shares of the fund to its benchmark for the periods from inception through March 31, 2013. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

Average Annual Total Returns for the Periods Ended March 31, 2013
	1 Year		5 Years		Since Inception (9/30/2005)
Fund’s Class P		9.93%		5.28%		4.43%
S&P 500 Index		13.96%		5.81%		5.53%

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the reporting period, the fund’s Class P underperformed the benchmark. Its underperformance was primarily due to weaker relative stock selection in the telecommunication services, consumer discretionary and health care sectors. Relative to the benchmark, the strongest outperforming sectors were information technology and materials, where stock selection benefited.

During the reporting period, the two of the top performing holdings were eBay, Inc. and Citigroup, Inc. For the reporting period, eBay’s earnings beat expectations and management raised guidance for both 2012 revenues and profits, benefiting the fund’s performance. The company also benefited from a turnaround in its Marketplace segment with improvements to the user experience leading to increased loyalty and greater volumes of transactions. Citigroup’s stock performed positively for the fund as a newly appointed CEO announced cost restructurings, including headcount reductions, resulting in a boost to earnings expectations. Additionally, the market viewed an improving housing market as favorable to Citigroup’s book of existing home mortgages, potentially resulting in future profit growth for the company and creating demand for new mortgage loans.

Also contributing positively to fund performance were Covidien P.L.C., Chevron Corp. and Dr. Pepper Snapple Group, Inc. Covidien is engaged in the development, manufacture and sale of health care products for use in clinical and home settings. The company reported strong financial results and also announced a share repurchase program. A primary driver behind Chevron’s performance was the volatility of oil prices which trended upward in the summer of 2012. The company’s stock also rallied early in 2013 after reporting strong fourth quarter earnings. Shares of Dr. Pepper Snapple rallied early in the 2013 as well. The defensive characteristics of this consumer staples stock, partially due to the lack of European exposure, helped to buttress it against market declines—especially during May 2012. Management reaffirmed its full year 2012 guidance due, in part, to a more favorable commodity cost environment. Signs of more rational pricing, amongst the big three carbonated soft drinks manufacturers, also contributed to improved sentiment towards this stock.

The most significant detractor from fund performance this reporting period was information technology stock Apple, Inc. Having realized strong investment returns earlier in 2012, Apple gave back some of its relative outperformance during the reporting period as investors sought to lock in gains. And, despite successful launches of the iPhone 5 and iPad mini, the company endured a couple of

missteps which called into question management’s ability to execute flawlessly. This, in combination with the success of competing products—particularly in smartphones from Samsung Electronics Co. Ltd.—helped to bring down earnings expectations. In our opinion, Apple will continue to benefit from a sustainable competitive advantage due largely to product innovation.

Also detracting from fund performance were America Movil S.A.B. de C.V., Occidental Petroleum Corp., Celgene Corp. and Facebook, Inc. America Movil is a top mobile carrier in Latin America. The company faced strong competition in the region and also was faced with increased regulation in Mexico. This increased risk of regulatory scrutiny has led us to reduce our holdings of America Movil stock. Occidental Petroleum, which was sold early in the reporting period, was challenged by declining oil prices. Celgene is a global biopharmaceutical company stock that experienced declines early in the reporting period before the position was sold. The bulk of Facebook’s declines occurred over the first half of the reporting period as it faced concerns around how best to deliver effective advertising to mobile devices and monetize its significant network of users. It performed better over the second half of the reporting period.

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PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

At the end of the reporting period, the fund had its largest overweight positions in the information technology, financials and health care sectors. The fund was underweight most in consumer discretionary, telecommunication services and energy sectors and did not have investments in the utilities sector. Despite macroeconomic headwinds, we at Oppenheimer believe that many U.S. corporations have continued to build balance sheet strength and have generally made effective capital allocation decisions. While profit growth may remain slow, we believe balance sheets are likely to remain healthy and returns on capital should remain stable. While we expect market volatility to continue through 2013, we believe that even in an uncertain macroeconomic environment, there exist solid investment opportunities. Our long-term investment process remains the same. We seek companies that we believe have sustainable competitive advantages, the management skill and financial resources to generate stronger profit margins, take market share from weaker players, and/or return significant capital to shareholders. We focus on leading firms in structurally attractive industries with committed management teams that have proven records of performance. We seek to invest in such companies when their valuations are attractive and believe that this disciplined approach is the key to generating positive long-term returns. We believe our investment strategy has the potential to provide both upside participation and a degree of downside protection.

PL Mid-Cap Equity Fund (managed by Scout Investments, Inc.)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Mid-Cap Equity Fund’s Class P returned 7.63%, compared to a 17.30% return for its benchmark, the Russell Midcap Index. Effective January 1, 2013, Scout Investments Inc. assumed management of the fund. The prior fund manager, Lazard Asset Management LLC, managed the fund for the nine-month period from April 1, 2012 through December 31, 2012.

The following graph compares the performance of a hypothetical $10,000 investment in Class P shares of the fund to its benchmark for the periods from inception through March 31, 2013. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

Average Annual Total Returns for the Periods Ended March 31, 2013 (1)
	1 Year		5 Years		Since Inception (12/31/2004)
Fund’s Class P		7.63%		5.06%		4.18%
Russell Midcap Index		17.30%		8.37%		7.71%

⁽¹⁾  Scout Investments, Inc. began managing the fund on January 1, 2013, and some investment policies changed at that time. Another firm managed the fund before that date.

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the reporting period, the fund’s Class P underperformed the benchmark.

Scout

Scout Investments, Inc. assumed management of the fund on January 1, 2013. For the three-month period, the fund’s Class P underperformed the benchmark. Scout’s cautiously bullish positioning and quality bias resulted in a positive fund return modestly below that of the benchmark during the three-month period. Underweighting telecommunication services, the worst-performing sector of the benchmark, and stock selection in the financials sector were the primary sources of relative gains for the fund. Less favorable results from stock picks in the consumer discretionary, consumer staples and information technology sectors accounted for the lagging performance return versus the benchmark. A small average cash balance also had a minor negative impact on the fund’s performance.

Believing that central banks will remain cooperative, we purchased shares of high-beta, high-quality life insurance and annuity companies that met our tests for quality and strong cash flows from operations. Having put their financial crisis problems behind them, these companies are poised to expand profits and dividends in a more stable environment.

Contributions from several of these holdings as well as KeyCorp, a leading regional bank, resulted in financials as the fund’s second strongest sector during the reporting period. KeyCorp’s gains were more idiosyncratic. New management is implementing a business strategy that aims to reduce loan losses and expand earnings and dividends per share through increased merchant banking to small- and mid-size companies, prudent cost-cutting and share repurchases. Investors responded positively, and KeyCorp’s market capitalization moved up near the corporation’s tangible book value.

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PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

In keeping with our expectations of slow economic growth, we tilted the fund toward energy, most notably compelling opportunities in natural gas exploration and production. We believe natural gas producers are undervalued. Natural gas production growth is tepid, and storage levels have fallen. Meanwhile, supplies and prices for West Texas crude oil and related products have risen, and stocks of U.S. oil producers may be vulnerable to price declines.

Further oil price increases may be limited because it is doubtful that the U.S. economy will expand rapidly enough to absorb the growing supply. Meanwhile, federal policy prohibits most crude oil exports. This combination could eventually lead to lower oil prices for U.S. grades of light sweet crude oil. With this scenario in mind, we favored low-cost natural gas producers whose large reserves will permit them to increase production rapidly in the event prices rise.

Overall, the fund’s energy stock selection detracted from relative performance; however, Hess Corp., an oil and gas company, was the fund’s largest individual contributor. One of the largest Bakken Shale producers, Hess also has operations outside the U.S. Under pressure from a shareholder group, the company is shedding non-core assets and seeking to optimize its corporate structure; changes that have been well received by investors.

In other fund developments, we invested in a hospital corporation, in the belief that the Patient Protection and Affordable Care Act will increase hospital patient volumes and reduce bad debt expenses. We also made investments leveraged to new themes in the technology sector. For example, we look for telecommunication equipment spending to increase because several large domestic and foreign telecommunication companies have announced their intent to expand network capacity, to better meet demand for more bandwidth and faster connection speeds. This trend should benefit JDS Uniphase Corp., a leading provider of optical products and test and measurement solutions for the communications industry. JDS is a volatile stock and was the fund’s single largest detractor for the reporting period. We expect sales of its optical equipment to rise as the transition to 100 gigabyte (GB) ethernet accelerates.

Finally, we anticipate an uptick in spending for semiconductor capital equipment. The memory chip market is showing strength, which should continue as new, three-dimensional architectures could soon enter production, assuming technical hurdles are met. These and other factors should support a positive inflection point in semiconductor capital equipment spending in 2013 and especially 2014.

We seek to invest in the securities of companies that are expected to benefit from macroeconomic or company-specific factors, and that are attractively priced relative to their fundamentals. In making investment decisions, the manager considers fundamental factors such as cash flow, financial strength, profitability, statistical valuation measures, potential or actual catalysts that could move the share price, accounting practices, management quality, risk factors such as litigation, the estimated fair value of the company, general economic and industry conditions, and additional information as appropriate.

Lazard

Lazard Asset Management LLC managed the fund from April 1, 2012 to December 31, 2012. Stock selection in the consumer staples sector contributed to fund performance for the reporting period. Shares of private-label food distributor Ralcorp Holdings, Inc. rose after ConAgra Foods, Inc. announced that it was acquiring the company for $90 per share, a substantial premium. The position was subsequently sold. Shares of food product maker H.J. Heinz Co. rose after the company reported solid quarterly results, driven by strong growth in the emerging markets and a continued improvement in its U.S. business. We like Heinz because of its strong, free cash-flow generation and emerging markets exposure, and we believe the company is favorably positioned within the high-growth global ketchup and sauce category. Stock selection and an underweight position in the energy sector also contributed to the fund’s returns during the reporting period. Shares of Marathon Petroleum Corp. rose after the company reported robust earnings, primarily due to retail fuel and merchandise margins, as well as corporate expense. The company also completed a significant portion of a $2 billion share repurchase program. The stock was sold from the portfolio as it neared its valuation target.

In contrast, stock selection and an overweight position in the information technology sector detracted from fund performance during the period. Shares of chipmaker Marvell Technology Group Ltd. declined after the company posted weak results due to a softening personal computer and hard-disk-drive market. Shares of NetApp, Inc., a storage and data management solution provider, declined after the company announced guidance which was lower than expected due to the macroeconomic environment. Given the likelihood of revenue growth and margin expansion, we saw upside in the stock from current levels. Stock selection in the consumer discretionary sector also hurt the fund’s performance returns. Shares of specialty bedding manufacturer Tempur-Pedic International, Inc. fell after management announced multiple downward revisions to its earnings forecast for the year, citing increasing competition in the industry. The position was sold during the nine-month period.

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PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

PL Mid-Cap Growth Fund (managed by Morgan Stanley Investment Management Inc.)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Mid-Cap Growth Fund’s Class P returned 0.61%, compared to a 12.76% return for its benchmark, the Russell Midcap Growth Index.

The following graph compares the performance of a hypothetical $10,000 investment in Class P shares of the fund to its benchmark for the ten-year period ended March 31, 2013. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

Average Annual Total Returns for the Periods Ended March 31, 2013 (1)
	1 Year		5 Years		10 Years
Fund’s Class P		0.61%		6.63%		11.18%
Russell Midcap Growth Index		12.76%		7.98%		11.53%

⁽¹⁾  Morgan Stanley Investment Inc. manages the fund and formerly did business in certain instances under the name Van Kampen, and managed the PL Mid-Cap Growth Fund under the Van Kampen name from May 1, 2003 to May 1, 2010. Another firm managed the fund before May 1, 2003.

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the reporting period, the fund’s Class P underperformed the benchmark. For the year ended March 31, 2013, the fund’s underperformance relative to the benchmark was driven by weak stock selection in the consumer discretionary and the materials and processing sectors. The technology sector also dampened the fund’s relative results due to the negative effects of stock selection and an overweight in the sector. On an individual stock basis, social gaming developer Zynga, Inc. was the top detractor. The company’s business fundamentals deteriorated over the year, as the company saw game usage and monetization decline due to the greater usage of Facebook, Inc. on mobile devices as well as a shift towards newer, less profitable games. While we believe we underestimated the inherent churn in usage of Zynga’s base of games when making our initial assessment, we find the risk/reward compelling at current levels and consequently continue to own the stock. Online deals provider Groupon, Inc. was the second greatest detractor across the fund. The company first suffered from post-IPO volatility as well as negativity related to the company’s weak profit profile. Groupon has been spending heavily to build out its platform and subscriber base, and while this may impede near-term profit growth, we believe these investments can augment Groupon’s first mover, network effect, and scale competitive advantages, allowing the company to capitalize on the secular growth opportunity in local e-commerce. More recently, the company’s quarterly results have missed expectations due to slowing revenue growth, partly resulting from macroeconomic weakness and operational issues the company is facing in Europe. We continue to believe Groupon has a strong brand name and first mover competitive advantage in the daily deals space, and that it is well positioned to take share in the large global market for local advertising. Weight management solutions provider Weight Watchers International, Inc. was the third greatest detractor. While the company’s online business has generally fared well, meeting attendance has been disappointing due to weak marketing and messaging that has led to soft trends in consumer recruitment. We are monitoring the situation closely and are evaluating the portfolio positioning in Weight Watchers.

However, stock selection in the utilities sector was favorable to fund performance. The fund’s underweight exposure to the consumer staples sector and overweight exposure to the health care sector were additive as well. Leading professional networking site LinkedIn Corp. was the greatest contributor across the fund over the past year. The company has been executing well on its large market opportunity in the recruiting space. More recently, LinkedIn reported another strong quarter characterized by sizeable gains across its Talent Solutions, Marketing Solutions, and Premium Subscriptions segments, driven in part by new product launches that the company rolled out last year which are helping to drive greater levels of engagement on the site. We believe LinkedIn benefits from sustainable competitive advantages including the strong network effect inherent in operating the largest professional networking platform, and that the company has been very disruptive in the online hiring category. Accordingly, we believe LinkedIn can continue to gain market share in the recruiting space. Communications equipment maker Motorola Solutions, Inc. was the second greatest contributor across the fund over this period. The company, which is a leading provider of mission-critical communication devices used by both governments and enterprises has been executing strongly. We are attracted to the dominant market share Motorola Solutions has secured in what remains an otherwise fragmented industry, the high servicing-related element of its business which results in more predictable recurring revenue,

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PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

and the overall strong cash generation potential of the business model. Switching costs are high in this business, which provides further business visibility. Brookfield Infrastructure Partners L.P. was the third largest contributor, as the company has been reporting solid quarterly results and has been making additional investments in attractive assets across the utility, transport, and energy areas. We are attracted to the unique, one of a kind and difficult to replicate collection of long-lived assets Brookfield has gathered, which historically have generated stable cash flows and required minimal maintenance capital expenditure investments.

We the Morgan Stanley Investment Management team, look for quality growth companies that we believe have sustainable competitive advantages, business visibility, rising return on invested capital, free cash flow and a favorable risk/reward profile. We find these companies through intense fundamental research. Our emphasis is on secular growth, and as a result short-term market events are not as meaningful in the stock selection process. We continue to focus on assessing company prospects over a three-to five-year time horizon and on owning a fund of quality companies with diverse business drivers not tied to a particular market environment.

PL Small-Cap Growth Fund (managed by Fred Alger Management, Inc.)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Small-Cap Growth Fund’s Class P returned 12.06%, compared to a 14.52% return for its benchmark, the Russell 2000 Growth Index.

The following graph compares the performance of a hypothetical $10,000 investment in Class P shares of the fund to its benchmark for the ten-year period ended March 31, 2013. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

Average Annual Total Returns for the Periods Ended March 31, 2013 (1)
	1 Year		5 Years		10 Years
Fund’s Class P		12.06%		7.82%		7.96%
Russell 2000 Growth Index		14.52%		9.04%		11.61%

⁽¹⁾  Fred Alger Management, Inc. began managing the fund on July 1, 2007, and some investment policies changed at that time. Other firms managed the fund before that date.

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the reporting period, the fund’s Class P underperformed the benchmark. Alger’s investment philosophy and process remains unchanged: a research intensive, bottom-up, fundamental approach focused on discovering the fastest growing companies undergoing “Positive Dynamic Change”. Our experienced research team continues to identify many small-capitalization companies undergoing “Positive Dynamic Change” where our forward looking assessment of their fundamentals exceeded Wall Street’s consensus. We believe our philosophy of “Investing in Positive Dynamic Change” has never been more appropriate than today. While change is almost always unsettling for some investors, we believe that it generates opportunities to buy strong companies with superior potential for growth that are trading at attractive valuations. We continue to believe that research is the cornerstone of portfolio management, regardless of economic conditions, and that our proven and disciplined process for identifying companies experiencing “Positive Dynamic Change” will continue to produce superior long-term results for our clients.

During the reporting period, the largest sector weightings in the fund were in the information technology and health care sectors. The largest sector overweight for the year was in consumer discretionary while the largest sector underweight was in health care. Favorable stock selection in the consumer discretionary and technology sectors were the most important contributors to fund performance. Industrials and health care detracted from the fund’s performance.

Mellanox Technologies Ltd. and Tenet Healthcare Corp. were among the top contributors to absolute fund performance. Mellanox is a provider of interconnect solutions that facilitate low latency, high speed data transmission between servers and storage systems. The company unexpectedly contributed to fund performance as a “high-unit volume growth” story because of very strong earnings growth driven by a substantially greater adoption of their Infiniband product. Tenet owns and operates acute care hospitals, ambulatory surgery centers, diagnostic imaging centers and other related health care facilities. Tenet contributed to fund performance as a “life-cycle” change story, as investors recognized that the company will be a beneficiary of increased patient coverage from the Patient Protection and

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PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

Affordable Healthcare Act, leading to potentially increased admissions and a significant reduction in bad debt. We believe the company continues to be well positioned to take advantage of change in the health care industry due to their strong, geographic footprint, scalability, and strong potential for earnings growth.

ComScore, Inc. and LogMeIn, Inc. were among the top detractors from absolute fund performance. ComScore offers a suite of digital marketing and audience management services to online advertisers and ad agencies. The ongoing secular shift in advertising to online and mobile ad spending has been an area undergoing dynamic change, and we originally identified ComScore as a beneficiary. The company detracted from fund performance because they failed to innovate and develop new analytics solutions, and lost market share in the face of increased competition. Revenue growth stagnated and dropped to levels below expectations, and we sold the shares as a result. LogMeIn develops and markets a suite of remote access, remote support, and collaboration solutions that provide instant, secure connections between internet enabled devices. We originally purchased the shares as a “high-unit volume growth” company as its solutions are used to connect more internet-enabled devices than any other connectivity service. However, the shares detracted from fund performance due to weaker-than-expected European demand and the subsequent downward pressure on revenue, and, as a result, we sold LogMeIn. As of March 31, 2013, the fund remained well diversified.

PL Small-Cap Value Fund (managed by NFJ Investment Group LLC)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Small-Cap Value Fund’s Class P returned 16.72%, compared to a 18.09% return for its benchmark, the Russell 2000 Value Index.

The following graph compares the performance of a hypothetical $10,000 investment in Class P shares of the fund to its benchmark for the periods from inception through March 31, 2013. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

Average Annual Total Returns for the Periods Ended March 31, 2013
	1 Year		5 Years		Since Inception (6/29/2007)
Fund’s Class P		16.72%		8.27%		4.90%
Russell 2000 Value Index		18.09%		7.29%		2.54%

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the reporting period, the fund’s Class P underperformed the benchmark. We at NFJ focus on investing in undervalued companies relative to the market across a broad range of industry groups. We normally invest significantly in securities of companies that the portfolio managers expect will generate income (for example, by paying dividends).

Selection in the energy sector was beneficial to the fund’s performance, largely due to strength from petroleum refiner CVR Energy, Inc. and pipeline company Sunoco Logistics Partners L.P. CVR Energy, Inc. benefited from an efficient crude oil gathering system, as well as access to relatively cheap crude oil feedstock, while both Sunoco Logistics Partners continued to reap gains from wide crude oil differentials. An underweight in information technology contributed to the fund’s absolute returns. After telecommunication services, information technology was the weakest sector in the benchmark for the reporting period.

An underweight in the financials sector detracted from the fund’s performance returns. The financials sector was the largest by weight within the benchmark, and the fund remained underweight the sector during the reporting period to maintain a well-diversified portfolio with compelling valuations. Selection in materials also detracted during the reporting period, in part due to precious metals miner IAMGOLD Corp. The company reported lower fourth quarter and calendar year end results as higher costs chipped away at earnings. The fund exited the position during the first quarter of 2013 on poor price momentum. A second detractor, chemicals company Cabot Corp., recently reported an earnings’ miss for the first quarter of 2013, citing lower volumes and higher manufacturing costs. Additionally, an overweight in the energy sector detracted from the fund’s performance returns, as weakness from the oil, gas & consumables fuels industry offset stronger results from the energy equipment & services industry within the benchmark.

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PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

PL Real Estate Fund (managed by Morgan Stanley Investment Management Inc.)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Real Estate Fund’s Class P returned 9.98%, compared to a 13.96% return for its benchmarks, the broad-based S&P 500 Index and a 15.29% return for the FTSE NAREIT Equity REITs Index. The S&P 500 Index was added to compare the performance of the fund against a large portion of the U.S. equities market.

The following graph compares the performance of a hypothetical $10,000 investment in Class P shares of the fund to its benchmarks for the periods from inception through March 31, 2013. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

Average Annual Total Returns for the Periods Ended March 31, 2013 (1)
	1 Year		5 Years		Since Inception (12/31/2004)
Fund’s Class P		9.98%		5.38%		7.00%
S&P 500 Index		13.96%		5.81%		5.37%
FTSE NAREIT Equity REITs Index		15.29%		6.83%		7.40%

⁽¹⁾  Morgan Stanley Investment Inc. manages the fund and formerly did business in certain instances under the name Van Kampen, and managed the PL Real Estate Fund under the Van Kampen name from fund’s inception until May 31, 2010.

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the reporting period, the fund’s Class P underperformed both its benchmarks, the broad-based S&P 500 Index and the sector-specific, FTSE NAREIT Equity REITs (FTSE NAREIT) Index. Stock selection relative to the FTSE NAREIT Index was favorable in the industrials sector; this benefit was unable to offset the negative impact of stock selection in the health care, apartment, diversified and central business district (CBD) office sectors which detracted from fund performance. From a top-down perspective, the fund benefited from the overweight to the diversified sector, and underweight to the specialty office sector. This benefit could not offset the negative impact of the overweight to the apartment and CBD office sectors, and underweight to the net lease and health care sectors. Cash held in the fund detracted from the fund’s relative performance. REITs most likely have also been impacted negatively by the “risk-on/risk-off” gyration of the broader equity markets which may have been reflected in the broad-based S&P 500 Index.

We, the Morgan Stanley fund management team, have maintained our core investment philosophy as a real estate value investor, resulting in the ownership of stocks whose share prices provide real estate exposure at what we believe were the best valuation relative to their underlying asset values. Our company-specific research leads us to an overweighting in the fund to a group of companies that are focused in the ownership of upscale urban hotels, high quality malls, apartments, CBD office assets and a number of out-of-favor companies, and underweighting to companies concentrated in the ownership of health care, specialty office, storage and industrial assets.

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PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

PL Emerging Markets Fund (managed by OppenheimerFunds, Inc.)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL Emerging Markets Fund’s Class P returned 5.60%, compared to a 1.96% return for its benchmark, the MSCI Emerging Markets Index.

The following graph compares the performance of a hypothetical $10,000 investment in Class P shares of the fund to its benchmark for the periods from inception through March 31, 2013. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

Average Annual Total Returns for the Periods Ended March 31, 2013
	1 Year		5 Years		Since Inception (9/30/2005)
Fund’s Class P		5.60%		5.83%		10.77%
MSCI Emerging Markets Index		1.96%		1.09%		8.59%

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the reporting period, the fund’s Class P outperformed the benchmark. The fund’s outperformance relative to the benchmark was primarily in the consumer staples sector, due to stronger relative stock selection and an overweight position. Stronger relative stock selection in the consumer discretionary and financials sectors also benefited fund performance. The most significant underperforming sector relative to the benchmark was information technology, where weaker stock selection detracted from fund performance. On a country basis, relative to the benchmark, the fund’s strongest performers were Brazil, India, Russia and the Philippines. The most material detractor from performance was China, followed by the United Kingdom (U.K.) and Taiwan.

During the reporting period, among the top two individual contributors to fund performance were consumer staples stocks Fomento Economico Mexicano S.A.B. de C.V. (FEMSA) and Magnit O.J.S.C. FEMSA is the largest beverage company in Mexico and Latin America, controlling Coca-Cola FEMSA and is the largest independent Coca-Cola bottler in the world. It also owns and operates OXXO, the largest convenience store chain in Latin America and holds a 20% stake in Heineken N.V. The stock continued to perform well as sales increased across its businesses. The company also agreed to purchase a 75% stake in drug store chain YZA, and announced plans to further expand OXXO and venture further into new businesses. Magnit is one of Russia’s largest food retailers, with nearly 6,000 retail outlets. The company announced sales growth and continued to expand, opening new stores and hypermarkets.

Also benefiting fund performance were SM Prime Holdings, Inc., Prada S.P.A. and Haci Omer Sabanci Holdings A.S. SM Prime Holdings is the largest shopping mall and retail operator in the Philippines. The company continued to expand by opening new malls in the Philippines and China and also benefited from robust consumer spending and strong economic fundamentals. We at Oppenheimer believe SM Prime will continue to benefit from a growing middle class in China and increased consumer discretionary spending. Prada is an Italian-based manufacturer of luxury leather goods and clothing for men and women. Strong demand in Asia and Europe helped drive shares of Prada higher over the reporting period. Haci Omer Sabanci Holdings is a Turkish conglomerate whose main activities are banking and retailing. The firm also has investments and experience in power generation and distribution and in cement. During the reporting period, Sabanci made acquisitions in these two areas that were viewed favorably by the market.

The most significant detractors from performance this period were information technology stocks Baidu, Inc. and HTC Corp. Baidu is a leading internet search provider in China, often called the “Google of China,” with an estimated 80% share of the market. The stock has suffered due to controversy over its ability to adapt to and monetize mobile search. As a result, the stock’s valuation has become increasingly attractive to us and we have added significantly to the fund’s position. HTC is a smartphone designer and manufacturer, producing both Android and Windows operating system handsets. The company faced heightened competition, particularly from Samsung Electronics Co. Ltd. in the Android space. In addition, investors’ skepticism over the attractiveness of a new Windows phone launch weighed on the stock. The fund’s position was sold.

Also detracting from performance were Anglo American P.L.C., Tullow Oil P.L.C. and New Oriental Education & Technology Group, Inc. Although Anglo American and Tullow are domiciled in the U.K., their primary business is in emerging markets which increased exposure to that market. Anglo American is a mining company that reported a decline in earnings, attributed to weaker commodity prices, cost pressures and an operating loss in its platinum business. America Movil S.A.B. de C.V. is the dominant provider of wireless telecommunication services

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PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

in Latin America and one of the fund’s top holdings at period end. The company faced stronger competition in the region and also was faced with increased regulation in Mexico. Tullow Oil experienced declines after releasing weaker-than-expected production guidance. New Oriental Education & Technology Group is one of the leading private education providers that operates in China but lists its stock in the U.S. The stock fell on the back of investor concerns regarding a regulatory investigation into the shareholding structure of Chinese companies listed in the U.S. We remained of the opinion that New Oriental is in a solid position to overcome this regulatory obstacle.

At the reporting period end, the fund had its most significant overweight positions relative to the benchmark in the consumer staples and consumer discretionary sectors and its largest underweights in financials and materials.

As we look ahead into the remainder of 2013, we are mindful of the fact that it has been five years since the financial crisis watershed of the Lehman bankruptcy in September 2008. Since that time, we have seen in the major emerging market economies a full cycle of expansion and slowdown, and we think expansion is likely again. The opportunities for developing markets growth appear to us to be better than they have been for some time. In the U.S., deleveraging continues, but slow growth is apparent in housing and employment data. During 2012, the appetite for safety drove up the valuation of high quality companies with highly visible earnings, to the benefit of many of our holdings. We have harvested some of these gains and redeployed capital into companies that we believe are undervalued, some whose earnings visibility may be considered low by other market participants, and some with higher economic sensitivity. We continue to structure the fund for long-term growth, seeking companies with persistent competitive advantages, high barriers to entry, and the financial strength necessary to develop their potential.

PL International Large-Cap Fund (managed by MFS Investment Management)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL International Large-Cap Fund’s Class P returned 10.88%, compared to a 11.25% return for its benchmark, the MSCI EAFE Index.

The following graph compares the performance of a hypothetical $10,000 investment in Class P shares of the fund to its benchmark for the ten-year period ended March 31, 2013. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

Average Annual Total Returns for the Periods Ended March 31, 2013
	1 Year		5 Years			10 Years
Fund’s Class P		10.88%		2.52%			10.04%
MSCI EAFE Index		11.25%		(0.89%	)		9.69%

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the reporting period, the fund’s Class P underperformed the benchmark. We at MFS, use a bottom up investment style, involving the research of the fundamentals of each individual opportunity and analyzing certain aspects of a company such as earnings, cash flows, growth potential and management abilities. All of our investment decisions are driven by the fundamentals of each individual opportunity and as such, it is common for our portfolios to have different currency exposure than the benchmark.

Stock selection, and to a lesser extent, an underweight position in the financial services sector were primary detractors from the fund’s relative performance. This was mainly due to the fund’s overweight position in diversified bank ING Groep N.V. (Netherlands) which underperformed during the reporting period. Stock selection was also a negative factor in the retailing sector as holdings of Hong Kong-based exporter Li & Fung Ltd. significantly underperformed the benchmark.

An overweight allocation to the poor-performing technology sector held back the fund’s relative returns. Overweight positions in digital camera and office equipment maker Canon, Inc. (Japan) and electro-optical component manufacturer Hoya Corp. (Japan) detracted from fund relative results. Holdings of contract electronics manufacturer Hon Hai Precision Industry Co. Ltd. (Taiwan) and information technology security company Check Point Software Technologies Ltd. (Israel) also dampened relative fund performance as both stocks underperformed the broad market.

Elsewhere, overweight positions in natural gas and oil exploration company Inpex Corp. (Japan) and industrial robots manufacturer FANUC Corp. (Japan) detracted from the fund’s relative performance results. Holdings of mobile telecommunications service provider Tim Participações S.A. (Brazil) and telecommunication service provider China Unicom Ltd. (Hong Kong) also hampered fund performance as both stocks performed poorly during the reporting period.

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PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

A combination of stock selection and an overweight position in the consumer staples sector contributed positively to the fund’s relative results as the sector significantly outperformed the benchmark during the reporting period. Overweight positions in Dutch brewer Heineken N.V., skin and beauty care products maker Beiersdorf A.G. (Germany), and alcoholic beverage producer Diageo P.L.C. (U.K.) boosted the fund’s relative performance.

Stock selection in the basic materials, special products & services, and health care sectors positively contributed to relative results. While no individual stocks in the basic materials sector were among the fund’s top contributors, the special products & services sector benefited from an overweight position in travel services provider Amadeus IT Holding S.A. Within the health care sector, overweight positions in health care products maker Bayer A.G. (Germany) and pharmaceutical company Merck K.G.a.A. (Germany) strengthened relative performance as both stocks outperformed the broad market as defined by the fund’s benchmark.

Elsewhere, holdings of railroad operator Canadian National Railway Co. (Canada), diversified bank ICICI Bank Ltd. (India), and automotive parts manufacturer Delphi Automotive P.L.C. (U.K.) benefited relative results. An overweight position in automotive parts manufacturer Denso Corp. (Japan) also boosted the fund’s relative performance.

PL International Value Fund (managed by J.P. Morgan Investment Management Inc.)

Q. How did the fund perform for the year ended March 31, 2013?

A. For the year ended March 31, 2013, the PL International Value Fund’s Class P returned 8.26%, compared to a 11.25% return for its benchmark, the MSCI EAFE Index.

The following graph compares the performance of a hypothetical $10,000 investment in Class P shares of the fund to its benchmark for the ten-year period ended March 31, 2013. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

Average Annual Total Returns for the Periods Ended March 31, 2013 (1)
	1 Year		5 Years			10 Years
Fund’s Class P		8.26%		(4.21%	)		4.78%
MSCI EAFE Index		11.25%		(0.89%	)		9.69%

⁽¹⁾  J.P. Morgan Investment Management, Inc. began managing the fund on January 1, 2011, and some investment policies changed at that time. Another firm managed the fund before that date.

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the year, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the reporting period, the fund’s Class P underperformed the benchmark. JPMorgan’s transparent and uniform investment philosophy drives all in-house research efforts and all investment decisions. We seek to add value to the fund by capitalizing on mis-valuations that arise within and across the world’s equity markets. We do this by investing in undervalued securities, as identified by in-house valuation tools and research analysts. The fund’s strategy adheres to a bottom-up approach. Asset allocation is a by-product of stock selection opportunities.

From a sector perspective, stock selection in banks–capital markets and industrial cyclical were the largest detractors from fund performance, along with an underweight allocation in consumer non-durables. Stock selection in insurance and technology–semi-conductors contributed to fund performance, along with an underweight allocation in basic industries. Regionally, stock selection in Continental Europe and Japan were the major detractors from fund performance. Stock selection in the U.K. aided relative returns for the fund.

At the stock level, Hitachi Ltd., the Japanese industrial conglomerate, detracted from fund performance. The company scaled back its profit forecast for the current fiscal year (ended March 31) after fiscal third-quarter numbers were lower-than-expected. That said, our long-term thesis remains intact. The company continues to cut costs and restructure in an effort to bring profitability more in line with its peers, and management is becoming more shareholder-oriented.

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PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

Alternatively, Prudential P.L.C., the U.K. insurer, contributed to the fund’s relative performance. The stock surged as higher earnings prompted the company to raise its dividend by 16%. In contrast, some of its rivals, like Aviva P.L.C. and RSA Insurance Group P.L.C., recently cut their annual payouts. Prudential’s operating profits rose to a higher-than-expected 25% in 2012. The company largely avoided the European sovereign debt crisis, having held very little sovereign debt in the eurozone. Meanwhile, it is starting to reap the benefits of investing in the fast-growing Southeast Asian economies. Asia now accounts for about half the company’s revenues (in contrast to a few years ago when its business in the region had to be supported with cash from Prudential’s U.K. operations) and has become the largest contributor of cash to the group.

PL Currency Strategies Fund (managed by UBS Global Asset Management (Americas) Inc.)

Q. How did the fund perform for the period ended March 31, 2013?

A. The fund commenced operations on December 7, 2012. For the period from inception through March 31, 2013, the PL Currency Strategies Fund’s Class P returned 3.20%, compared to a 0.02% return for its benchmark, the Citigroup 1-Month U.S. T-Bill Index.

The following graph compares the performance of a hypothetical $10,000 investment in Class P shares of the fund to its benchmark for the period from inception through March 31, 2013. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

Total Returns for the Period from Inception Through March 31, 2013
	Since Inception (12/7/2012)
Fund’s Class P		3.20%
Citigroup 1-Month U.S. T-Bill Index		0.02%

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the period, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the period from inception through March 31, 2013, the fund’s Class P outperformed the benchmark. The fund’s currency positions throughout the reporting period remained roughly unchanged, as befits our long-term approach to currency investing. We at UBS hold underweight positions in the Australian dollar (AUD) and New Zealand dollar (NZD) versus long positions in the U.S. dollar (USD) and emerging market currencies. The nature of this strategy is such that the majority of the exposures are gained through derivatives. For the reporting period, derivatives had a positive impact on fund performance.

Historical correlation analysis shows that both the AUD and NZD appear to demonstrate a positive correlation with commodity prices. For 2013, commodity prices on the whole have broadly stayed level with both the AUD and NZD displaying a similar trend. On a trade-weighted basis, both currencies appear overvalued, and we at UBS believe the fundamental mispricing gap remains. However, due to the “risk-on” nature of the markets at the end of the fourth quarter of 2012 through the end of the first quarter 2013, higher beta¹ currencies consolidated gains, causing the AUD and NZD short positions to negatively impact the fund’s performance.

In emerging markets, we are long the Korean won (KRW) and Mexican peso (MXN). In our view, the KRW is attractive on a valuation basis and supported by relatively strong economic fundamentals. Similarly, we believe MXN appears undervalued on a valuation basis and, moreover, the real carry opportunity (i.e. the interest rate offered after accounting for inflation differentials between Mexico and other countries) is attractive. Together, these “risk-on” currencies should also benefit from stronger data releases in the U.S. and China. During the reporting period, we entered a long South African rand (ZAR) position. The trade provides attractive nominal carry, appears undervalued with reference to our proprietary valuation model, and provides long exposure to a commodity-backed currency to partly offset our short exposure to the commodity-backed NZD and AUD. During the reporting period, these positions positively impacted the fund. As noted earlier, the “risk-on” environment was beneficial for higher risk currencies such as the emerging market currencies held in the fund.

The fund is overweight to the USD. Our proprietary valuation model indicates that the USD is undervalued. Moreover, the U.S. appears to have made more progress along the de-leveraging cycle than other developed counterparts. Given stronger U.S. economic data, combined with the potential for greater energy self-sufficiency from shale gas, we expect the currency to appreciate in the long term. This position benefited the fund during the period.

¹ Beta is the degree to which a security’s returns (in this case currency) will move with the broad market.

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PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

PL Global Absolute Return Fund (managed by Eaton Vance Management)

Q. How did the fund perform for the period ended March 31, 2013?

A. The fund commenced operations on December 7, 2012. For the period from inception through March 31, 2013, the PL Global Absolute Return Fund’s Class P returned 1.96%, compared to a 0.03% return for its benchmark, the BofA Merrill Lynch U.S. 3-Month T-Bill Index.

The following graph compares the performance of a hypothetical $10,000 investment in Class P shares of the fund to its benchmark for the period from inception through March 31, 2013. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

Total Returns for the Period from Inception Through March 31, 2013
	Since Inception (12/7/2012)
Fund’s Class P		1.96%
BofA Merrill Lynch U.S. 3-Month T-Bill Index		0.03%

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the period, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the period from inception through March 31, 2013, the fund’s Class P outperformed the benchmark. The fund benefited from a broad mix of contributors across its positions in Europe, Asia, and Africa. Currency and credit positions in Latin America, hedging positions in the Dollar Bloc, and mixed credit positions in the Middle East were slight drags on fund performance. Eaton Vance invests the fund in securities, derivatives and other instruments to establish long and short investment exposures around the world, typically seeking to establish such investment exposure to individual countries based on management’s view of the investment merits of a country. The fund normally invests in multiple countries and may have a significant exposure to foreign currencies.

In Eastern Europe, a short position in the Hungarian forint aided the fund’s performance, as the prime minister appointed a personal friend and political ally to head the central bank, and the institution’s independence going forward was called into question by investors. The fund’s long position in the Serbian dinar positively impacted fund performance, as the central bank continued its policy-rate hiking cycle in an effort to keep inflation at bay and the country moved closer to European Union membership. A long interest rate position in Poland also contributed to relative fund performance.

In Western Europe, however, a short position in French credit negatively impacted fund performance, as the risk premium applied to the country’s sovereign debt remained low as some investors continued to view France as a core country within the eurozone. The fund’s long position in the Norwegian krone detracted from fund performance, as the Norwegian central bank indicated a readiness to intervene to weaken the currency. In addition, investors migrated away from the krone and toward the Swedish krona, which was perceived as being more attractively valued.

In Asia, a short position in the Japanese yen was beneficial to the fund’s performance. The yen weakened on expectations that a new prime minister and new central bank president would institute policies to stimulate inflation. A long position in the South Korean won was unfavorable due to rising tensions with North Korea and equity flows out of South Korea and into Japan.

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PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

PL Precious Metals Fund (managed by Wells Capital Management Incorporated)

Q. How did the fund perform for the period ended March 31, 2013?

A. The fund commenced operations on December 7, 2012. For the period from inception through March 31, 2013, the PL Precious Metals Fund’s Class P returned -17.79%, compared to a 11.72% return for its benchmarks, the S&P 500 Index and a -15.30% return for the FTSE Gold Mines Index. The S&P 500 Index is a broad-based benchmark index and is provided to compare the performance of the fund against a large portion of the U.S. equities market.

The following graph compares the performance of a hypothetical $10,000 investment in Class P shares of the fund to its benchmarks for the period from inception through March 31, 2013. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

Total Returns for the Period from Inception Through March 31, 2013
	Since Inception (12/7/2012)
Fund’s Class P		(17.79%	)
S&P 500 Index		11.72%
FTSE Gold Mines Index		(15.30%	)

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the period, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the period from inception through March 31, 2013, the fund’s Class P underperformed both its benchmarks, the broad-based S&P 500 Index and the sector-specific, FTSE Gold Mines Index. The Wells Capital fund management team invests in companies involved in the exploration, development, mining, processing, or dealing of gold, precious metals, and minerals, which tend to have relatively high correlation to underlying commodity prices and relatively low correlation to the prices of other stocks and bonds. We take a disciplined approach to risk management through top-down analysis and bottom-up stock selection, while diversifying across market capitalizations, production profiles, and geographies. Additionally, we focus on a long-term investment horizon, looking for companies that have lower-than-average cost structures, are well managed, and are likely to improve their relative values over time.

Comparing the performance of the fund to the S&P 500 Index, the fund meaningfully underperformed for the period. Given there is only one gold stock (Newmont Mining Corp.) in the S&P 500 Index, and given the dramatic decline in gold prices for the period, this underperformance is not surprising, in our opinion.

The fund benefited from holding relatively more cash than normal by buying shares into a declining gold market. The fund held approximately 5.1% of assets in cash on average throughout the reporting period, which outperformed the sector-specific FTSE Gold Mines Index’s precious metals equity holdings and added to the fund’s relative performance. Entering the fourth quarter of 2012, gold-related stocks traded at a discount compared with the underlying commodity, and the discount expanded throughout the period.

Cash was the best performing asset in the fund providing stable returns in a declining market. Investment in Aurizon Mines Ltd. aided fund performance. The stock, which was not in the sector-specific FTSE Gold Mines Index, appreciated 26%, lifted by an announcement that Hecla Mining Co. agreed to acquire the company at a substantial premium. Aurizon’s board unanimously supported the Hecla transaction.

The fund’s underweight position in AngloGold Ashanti Ltd. and larger-capitalization Gold Fields Ltd. also helped the fund’s relative performance during this difficult fourth quarter. As investors looked to reduce their exposure to precious metals firms facing heightened risks, they disproportionately sold companies domiciled in South Africa. We have historically maintained a geographic underweight to South Africa due to the country’s longstanding trend of high and increasing labor costs, which comprise nearly half of total mining costs. Our underweight to the country added to the fund’s relative results.

Platinum Group Metals Ltd. soared during the reporting period as two events caused significant price movement and confidence movement. First, the company completed a successful financing (debt and equity) in early January to fund development costs at a platinum mine and exploration and working capital at other projects. Second, the shares were added to the S&P/TSX Global Mining Index effective at the market open on Monday, March 18, 2013.

An underweight to firms with the largest market capitalizations, such as GoldCorp, Inc. and Newmont Mining Corp., previously aided relative fund results in 2012 but hindered fund results in the first quarter of 2013. Larger companies that were perceived to carry less risk did not decline as substantially as other precious metals stocks. These firms are highly liquid, have relatively stable earnings, and typically have strong balance sheets. While we have a notable allocation to large-capitalization stocks on an absolute basis, the sector-specific

See benchmark definitions on page A-27

A-25

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

FTSE Gold Mines Index has even more exposure. The fund’s underweight is partly a result of our risk management process; we typically look to avoid concentrated stock risk by limiting individual position weights to below 10%. Index constituents such as GoldCorp and Newmont Mining have 14% and 11% weights, respectively, in the sector-specific FTSE Gold Mines Index. In addition, larger mining firms are often more focused on sustaining their businesses than they are on growth.

Silver exposure detracted from the fund’s performance returns after aiding results in 2012. Enthusiasm for the metal waned during the reporting period, and negative trading momentum pulled down prices even further. Fresnillo P.L.C., a silver producer and one of the stronger stocks in the fourth quarter of 2012, is well positioned as the low-cost silver producer but was the second largest detractor from fund performance in the first quarter of 2013. Hochschild Mining P.L.C., another silver miner, was another large detractor from fund performance as management announced solid fourth quarter production but guided analysts’ earnings expectations lower due to higher expenses.

PL Alternative Strategies Fund (managed by Pacific Life Fund Advisors LLC)

Q. How did the fund perform for the period ended March 31, 2013?

A. The fund commenced operations on December 31, 2012. For the period from inception through March 31, 2013, the PL Alternative Strategies Fund’s Class A returned -0.60%, compared to a 0.01% return for its benchmark, the Citigroup 1-Month U.S. T-Bill Index.

The following graph compares the performance of a hypothetical $10,000 investment in Class A shares of the fund to its benchmark for the period from inception through March 31, 2013. For comparison purposes, the performance of Class C and Advisor Class shares for the period from inception through March 31, 2013 are also shown. Performance data for Class C and Advisor Class shares will vary due to differences in fees and sales charges. The fund’s performance reflects reinvestments of all dividends and capital gains distributions, if any.

Performance Comparison

Total Returns for the Period from Inception Through March 31, 2013
	Since Inception (12/31/12)
Fund’s Class A without sales charge		(0.60%	)
Fund’s Class A with maximum sales charge		(6.05%	)
Fund’s Class C without sales charge		(0.80%	)
Fund’s Class C with maximum sales charge		(1.79%	)
Fund’s Advisor Class without sales charge		(0.60%	)
Citigroup 1-Month U.S. T-Bill Index		0.01%

Performance data shown represents past performance. Investment return and principal value will fluctuate so that shares of the fund when redeemed may be worth more or less than their original cost. Past performance is not predictive of future performance.

Q. Discuss both positive and negative factors that materially affected the fund’s performance during the period, including relevant market conditions, investment strategies and techniques, and particular sectors or securities.

A. For the period from inception through March 31, 2013, the fund’s Class A underperformed the benchmark. The fund is primarily comprised of various non-traditional asset classes and investment strategies. The allocations include precious metals equities, currencies, and global absolute return strategies. The fund also invests in inflation-protected bonds, floating rate loan, real estate, and emerging markets debt strategies.

The fund’s allocation to the PL Global Absolute Return and PL Real Estate Funds were among the top contributors to fund performance. On the other hand, the PL Precious Metals Fund’s weak returns dragged fund performance. While the PL Precious Metals Fund invests primarily in gold mining stocks, the weak returns resulted primarily from the drop in gold prices over the reporting period. Gold tends to protect against a weakening U.S. dollar and/or higher inflation; however, recent market environments have dealt with low inflationary expectations and a rising U.S. dollar.

See benchmark definitions on page A-27

A-26

PACIFIC LIFE FUNDS PERFORMANCE DISCUSSION (Continued)

Benchmark Definitions

Barclays 1-3 Year U.S. Government/Credit Bond Index is the 1-3 year component for the U.S. Government/Credit Index. The U.S. Government/Credit Bond Index is the non-securitized component of the U.S. Aggregate Bond Index. The U.S. Government/Credit Bond Index includes U.S. Treasuries, Government-related issues and corporates. The total return is equal to the change in price plus the coupon return.

Barclays Long Term U.S. Treasury Index includes all publicly issued, U.S. Treasury securities that have a remaining maturity of 10 or more years, are rated investment grade, and have $250 million or more of outstanding face value. In addition, the securities must be denominated in U.S. dollars and must be fixed rate and non-convertible.

Barclays U.S. Aggregate Bond Index covers the U.S. dollar-denominated, investment grade, fixed-rate, taxable bond market of SEC-registered securities. The index includes bonds from the U.S. Treasury, government-related, corporate, mortgage-backed securities, asset-backed securities, and corporate mortgage-backed securities sectors. The total return is equal to the change in price plus the coupon return.

Barclays U.S. Treasury Inflation Protected Securities (TIPS) Index is an index of all outstanding treasury inflation protected securities issued by the U.S. government. The total return is equal to the change in price plus the coupon return.

BofA Merrill Lynch U.S. 3-Month Treasury Bill (T-Bill) Index is an index comprised of a single Treasury bill issue purchased at the beginning of the month and held for a full month, then sold and rolled into a newly selected Treasury bill issue. Results include the reinvestment of all distributions.

Citigroup 1-Month U.S. Treasury Bill (T-Bill) Index is a market-value-weighted index of public obligations of the U.S. Treasury with maturities of one month.

FTSE Gold Mines Index represents an accurate reflection and comprehensive coverage of the global gold markets. The index includes all gold mining companies that have a sustainable and attributable gold production of at least 300,000 ounces a year and that derive 51% or more of their revenue from mined gold.

FTSE National Association of Real Estate Investment Trusts (NAREIT) Equity Real Estate Investment Trusts (REITs) Index is one index of a series of indexes represented in the FTSE NAREIT U.S. Real Estate Index Series and represents tax-qualified REITs listed on the New York Stock Exchange (NYSE), American Stock Exchange and National Association of Securities Dealers Automated Quotations (NASDAQ). Results include reinvested dividends.

J.P. Morgan Emerging Markets Bond Index (EMBI) Global Diversified Index represents the dollar-denominated sovereign bonds issued by a selection of emerging market countries within the JPM EMBI Global Index, which tracks total returns for traded external debt instruments in the emerging markets. The EMBI Global Index defines emerging markets countries with two criteria: the country’s per capita income per World Bank and its debt-restructuring history over the past 10 years. The JPM EMBI Global Diversified Index expands on these criteria and limits the weights of countries with larger debt stocks by only including a specified portion of these countries’ eligible current face amounts of debt outstanding.

Morgan Stanley Capital International (MSCI) Europe, Australasia and Far East (EAFE) Index is an index of stocks from 21 countries/regions in Europe, Australia, New Zealand and Asia. Results include reinvested dividends after deducting withholding taxes.

MSCI Emerging Markets Index is an index typically made up of stocks from approximately 26 emerging market countries. Results include reinvested dividends.

Russell 1000 Growth Index is an index of large companies that have higher price-to-book ratios and forecasted growth values than the Russell 1000 Value Index. Results include reinvested dividends.

Russell 1000 Value Index measures the performance of the large-capitalization value segment of the U.S. equity universe. It is an index of companies with a less-than average growth orientation. Companies in this index have lower price-to book and price-earnings ratios, higher dividend yields and lower forecasted growth rates than companies in the Russell 1000 Growth Index. Results include reinvested dividends.

Russell 2000 Growth Index measures the performance of the small-capitalization growth segment of the U.S. equity universe. It is an index of approximately 1,200 small companies with higher price-to-book ratios and forecasted growth values than companies in the Russell 2000 Value Index. Results include reinvested dividends.

Russell 2000 Value Index measures the performance of the small-capitalization value segment of the U.S. equity universe. It is an index of companies that have lower price-to-book ratios and lower forecasted growth values than companies in the Russell 2000 Growth Index. Results include reinvested dividends.

Russell Midcap Growth Index is an index that measures the performance of the mid-capitalization growth segment of the U.S. equity universe. It includes those companies within the Russell Midcap Index with higher price-to-book ratios and higher forecasted growth values. Results include reinvested dividends.

Russell Midcap Index is an index of approximately 800 of the smallest companies in the Russell 1000 Index. Results include reinvested dividends.

S&P 500 Index is an index of the stocks of approximately 500 large-capitalization companies traded in U.S. stock markets. Results include reinvested dividends.

S&P/LSTA Leveraged Loan Index is a daily total return index that uses Loan Syndications & Trading Association/Loan Pricing Corp. (LSTA/LPC) mark-to-market pricing to calculate market value change. On a real-time basis, the leveraged loan index (LLI) tracks the current outstanding balance and spread over London Interbank Offered Rate (LIBOR) for fully funded term loans. The facilities included in the LLI represent a broad cross section of leveraged loans syndicated in the U.S., including dollar-denominated loans to overseas issuers.

A-27

PACIFIC LIFE FUNDS

PL FLOATING RATE LOAN FUND

Schedule of Investments

March 31, 2013

	Shares		Value
COMMON STOCKS - 1.0%
Consumer Discretionary - 1.0%
Metro-Goldwyn-Mayer Studios Inc ‘A’ * ¯		27,061		$1,119,627
Total Common Stocks (Cost $671,651)				1,119,627
	Principal Amount
SENIOR LOAN NOTES - 93.9%
Consumer Discretionary - 30.7%
99 Cents Only Stores Tranche B-1 5.250% due 01/11/19 §		$988,763		1,003,285
Advantage Sales & Marketing Inc (1st Lien) 4.250% due 12/18/17 §		662,302		672,513
Affinion Group Inc Tranche B 6.500% due 10/09/16 §		347,066		339,908
Allied Security Holdings LLC (1st Lien) 5.250% due 02/03/17 §		497,469		501,822
Allison Transmission Inc Term B-3 4.250% due 08/23/19 §		595,756		604,022
AMC Entertainment Inc Term B-3 4.750% due 02/07/18 §		987,500		996,012
ARAMARK Corp Term D 4.000% due 08/22/19 §		300,000		303,615
Ascend Learning LLC (1st Lien) 7.003% due 05/23/17 §		497,480		497,014
ASP HHI Acquisition Co Inc 5.000% due 10/05/18 §		957,896		968,672
Asurion LLC Tranche B-1 4.500% due 05/24/19 §		1,072,313		1,082,254
Audio Visual Services Group Inc (1st Lien) 6.750% due 11/09/18 §		149,250		150,369
Bass Pro Group LLC 4.042% due 11/16/19 §		174,563		176,599
Brickman Group Holdings Inc Tranche B-1 5.500% due 10/14/16 §		250,000		255,000
Burger King Corp Tranche B 3.750% due 09/28/19 §		223,875		227,209
Caesars Entertainment Operating Co Inc Term B-6 5.454% due 01/28/18 §		479,033		445,022
Cequel Communications LLC 4.000% due 02/14/19 §		544,500		550,328
Charter Communications Operating LLC Term C 3.460% due 09/06/16 §		89,071		89,597
Term D 4.000% due 05/15/19 §		99,000		100,213
Chrysler Group LLC Term B 6.000% due 05/25/17 §		1,031,625		1,053,271
Clear Channel Communication Inc Term B 3.854% due 01/29/16 §		492,133		437,383
Cumulus Media Holdings Inc (1st Lien) 4.500% due 09/16/18 §		493,370		500,339
David’s Bridal Inc (Initial) 5.000% due 10/11/19 §		74,813		75,876
Education Management LLC Tranche C-2 4.313% due 06/01/16 §		494,585		412,449
Tranche C-3 8.250% due 03/30/18 §		296,751		257,617
Endurance Business Media Inc (1st Lien) 6.250% due 11/09/19 §		249,375		251,557
Equinox Holdings Inc (Initial 1st Lien) 5.500% due 01/31/20 §		150,000		152,719

	Principal Amount		Value
Federal-Mogul Corp Tranche B 2.138% due 12/27/14 §		$638,574		$598,574
Tranche C 2.138% due 12/28/15 §		325,803		305,395
FoxCo Acquisition Sub LLC (Initial) 5.500% due 07/14/17 §		149,250		152,173
General Nutrition Centers Inc Tranche B 3.750% due 03/02/18 §		1,123,466		1,134,701
Genpact Ltd 4.250% due 08/30/19 §		174,125		176,882
Getty Images Inc (Initial) 4.750% due 10/18/19 §		573,563		582,934
Go Daddy Operating Co LLC Tranche B-2 4.250% due 10/05/18 §		518,489		522,161
Gray Television Inc (Initial) 4.750% due 10/12/19 §		240,991		244,907
Harbor Freight Tools USA Inc (Initial) 5.500% due 11/14/17 §		149,250		151,302
Interactive Data Corp Term B 3.750% due 02/11/18 §		479,027		485,165
J Crew Group Inc Term B-1 4.000% due 03/07/18 §		494,962		501,273
Jo-Ann Stores Inc Term B 4.000% due 03/16/18 §		976,444		985,476
Landry’s Inc 4.750% due 04/19/18 §		470,994		475,312
Language Line LLC Tranche B 6.250% due 06/20/16 §		600,025		597,275
Laureate Education Inc (Extended) 5.250% due 06/15/18 §		1,059,824		1,072,180
Media Holdco LP 7.250% due 06/25/18 §		99,750		100,498
MGM Resorts International Term B 4.250% due 12/13/19 §		299,250		304,647
Michaels Stores Inc Term B 3.750% due 01/28/20 §		325,000		328,926
National Vision Inc 7.000% due 08/02/18 §		74,063		74,988
Nine Entertainment Group Ltd Term B 3.500% due 02/05/20 §		100,000		100,422
Ollie’s Holdings Inc 5.250% due 09/28/19 §		249,375		251,869
OSI Restaurant Group 4.750% due 10/28/19 §		316,875		321,759
Party City Holdings Inc 4.250% due 07/27/19 §		174,563		176,090
Petco Animal Supplies Inc 4.000% due 11/24/17 §		488,750		495,558
Pilot Travel Centers LLC Tranche B 3.750% due 03/30/18 §		410,768		415,438
4.250% due 08/07/19 §		149,250		151,092
Pinnacle Entertainment Inc Series A 4.000% due 03/19/19 §		74,250		74,900
RGIS Services LLC Tranche C 5.500% due 10/18/17 §		198,000		201,094
Sabre Holdings Term B 5.250% due 02/19/19 §		149,625		151,775
SeaWorld Parks & Entertainment Inc Term B 4.000% due 08/17/17 §		290,386		293,161
Serta Simmons Holdings LLC 5.002% due 10/01/19 §		200,000		203,042
Six Flags Theme Parks Inc Term B 4.000% due 12/20/18 §		506,452		514,208
SRAM LLC (1st Lien) 4.750% due 06/07/18 §		473,370		474,553

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-1

PACIFIC LIFE FUNDS

PL FLOATING RATE LOAN FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
Standard Aero Ltd Tranche B-1 6.250% due 11/02/18 §		$85,579		$86,488
Tranche B-2 6.250% due 11/02/18 §		38,796		39,208
SurveyMonkey.com LLC 5.500% due 02/07/19 §		250,000		254,375
SymphonyIRI Group Inc Term B 4.500% due 12/01/17 §		491,251		497,392
Tempur-Pedic International Inc Term B 5.000% due 03/18/20 §		224,438		227,864
The Goodyear Tire & Rubber Co (2nd Lien) 4.750% due 04/30/19 §		925,000		936,555
The Neiman Marcus Group Inc 4.000% due 05/16/18 §		925,000		935,059
The Servicemaster Co Tranche C 4.250% due 01/31/17 §		374,063		378,037
Travelport LLC (Extended Delayed Draw) 5.056% due 08/23/15 §		494,329		492,784
Tribune Co Term B 4.000% due 12/17/19 §		224,438		226,850
TWCC Holding Corp 3.500% due 02/13/17 §		734,303		745,470
Univision Communications Inc (Extended 1st Lien) 4.750% due 03/01/20 §		879,400		885,666
Veyance Technologies Inc 5.250% due 09/08/17 §		300,000		301,625
Virgin Media Term B (United Kingdom) due 02/21/20 µ		475,000		473,219
Visant Corp Tranche B 5.250% due 12/22/16 §		496,586		482,826
VWR Funding Inc (Extended) 4.454% due 04/03/17 §		356,401		361,079
Term B-1 4.204% due 04/03/17 §		249,375		252,492
Weight Watchers International Inc Term F 4.000% due 03/15/19 §		173,688		174,849
Wendy’s International Inc 4.750% due 05/15/19 §		995,000		1,007,078
WMG Acquisition Corp (Initial) 5.250% due 11/01/18 §		74,063		75,451
Zuffa LLC (Initial) 5.750% due 02/25/20 §		324,188		329,050
				33,887,812
Consumer Staples - 8.7%
AdvancePierre Foods Inc (1st Lien) 5.750% due 07/10/17 §		149,625		152,056
Albertson’s LLC Term B 5.750% due 03/21/16 §		75,000		76,373
Blue Buffalo Co Ltd Term B 4.750% due 08/08/19 §		572,129		579,102
Clearwater Seafoods Ltd Partnership Term B 6.755% due 06/06/18 §		471,373		476,087
Del Monte Foods Co Term B 4.000% due 02/15/18 §		474,568		479,264
Dole Food Co Inc Tranche B-2 6.000% due 07/08/18 §		353,075		354,592
Tranche C-2 6.000% due 07/08/18 §		631,820		634,535
H.J. Heinz Company Term B-2 due 04/05/20 µ		1,300,000		1,312,838
JBS USA LLC 3.750% due 05/27/18 §		982,538		991,135
KIK Custom Products Inc (2nd Lien) 5.204% due 12/01/14 §		500,000		439,166

	Principal Amount		Value
NBTY Inc Term B-2 3.500% due 10/01/17 §		$325,000		$329,428
Reynolds Group Holdings 4.750% due 09/28/18 §		995,000		1,010,635
Rite Aid Corp Tranche 6 4.000% due 02/21/20 §		250,000		252,943
Spectrum Brands Inc Term B 4.500% due 12/17/19 §		423,938		429,811
Sprouts Farmers Markets Holdings LLC (Initial) 6.000% due 04/18/18 §		498,728		503,403
Sun Products Corp Tranche B 5.500% due 03/23/20 §		275,000		278,266
SUPERVALU Inc 6.250% due 03/21/19 §		225,000		229,239
US Foods Inc (Extended) 5.750% due 03/31/17 §		993,943		1,009,005
				9,537,878
Energy - 3.7%
Arch Coal Inc 5.750% due 05/16/18 §		397,187		404,337
CITGO Petroleum Corp Term B 8.000% due 06/24/15 §		145,536		147,234
Crestwood Holdings LLC 9.750% due 03/26/18 §		140,966		143,786
Energy Transfer Equity LP 3.750% due 03/24/17 §		325,000		327,167
Frac Tech Services Term B 8.500% due 05/16/13 §		246,743		235,126
MEG Energy Corp 3.750% due 03/31/20 §		773,044		782,868
Obsidian Natural Gas Trust 7.000% due 11/02/15 §		743,757		751,195
Patriot Coal Corp 9.250% due 10/02/13 §		100,000		100,875
Plains Exploration & Production Co 4.000% due 11/30/19 §		250,000		250,937
Ruby Western Pipeline Holdings LLC due 03/31/20 µ		50,000		50,687
Samson Investment Co (Initial 2nd Lien) 6.000% due 09/25/18 §		100,000		101,450
Sheridan Investment Partners I LLC Tranche B-2 5.000% due 10/01/19 §		245,994		250,094
Sheridan Production Partners I-A LP Tranche B-2 5.000% due 10/01/19 §		32,596		33,139
Sheridan Production Partners I-M LP Tranche B-2 5.000% due 10/01/19 §		19,910		20,242
Tallgrass Operations LLC 5.250% due 11/13/18 §		274,313		279,341
Tervita Corp 6.250% due 05/15/18 §		200,000		202,656
				4,081,134
Financials - 5.8%
Alliant Holdings I LLC (Initial) 5.000% due 12/20/19 §		249,375		252,414
American Capital Ltd 5.500% due 08/22/16 §		150,000		152,625
Amwins Group (1st Lien) 5.000% due 09/06/19 §		99,750		101,038
Citco Funding LLC 4.250% due 06/29/18 §		541,126		542,479
Clipper Acquisitions Corp (Initial) 4.000% due 02/06/20 §		199,500		201,495
CNO Financial Group Inc Tranche B-2 5.000% due 09/28/18 §		119,471		121,487
Compass Investors Inc (Initial) 5.250% due 12/27/19 §		274,313		277,170
Cunningham Lindsay U.S. Inc (Initial 1st Lien) 5.000% due 12/10/19 §		299,250		305,235

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-2

PACIFIC LIFE FUNDS

PL FLOATING RATE LOAN FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
First Data Corp 4.204% due 03/23/18 §		$523,620		$522,900
Term B 5.204% due 09/24/18 §		150,000		151,391
Harbourvest Partners LP 4.750% due 11/21/17 §		480,357		483,960
HUB International Ltd (Initial Extended) 4.704% due 06/13/17 §		948,892		958,618
LPL Holdings Inc (Initial) Tranche A 2.704% due 03/29/17 §		95,000		95,309
Tranche B 4.000% due 03/29/19 §		297,000		299,970
McGraw-Hill Global Education Holdings LLC Term B 9.000% due 03/22/19 §		100,000		97,000
Nuveen Investments Inc Tranche A (1st Lien) 5.204% due 05/13/17 §		883,260		900,373
Ocwen Loan Servicing LLC (Initial) 5.000% due 02/15/18 §		150,000		152,625
SOPHOS Term B 6.500% due 05/10/19 §		496,250		500,282
Walter Investment Management Corp Tranche B 5.750% due 11/28/17 §		320,886		327,063
				6,443,434
Health Care - 14.5%
Alere Inc Term B 4.250% due 06/30/17 §		788,000		795,551
Alliance Imaging Inc (Initial) 7.250% due 06/01/16 §		350,134		353,636
Aptalis Pharma Inc Term B-1 5.500% due 02/10/17 §		488,750		493,638
Ardent Medical Services Inc (1st Lien) 6.750% due 03/21/18 §		199,500		203,241
Aveta Inc 9.750% due 12/12/17 §		63,158		63,553
Biomet Inc Term B-1 3.974% due 07/25/17 §		1,021,851		1,033,583
CHS/Community Health Systems Inc (Extended) 3.787% due 01/25/17 §		638,054		645,731
DaVita Inc Tranche B-2 4.000% due 11/01/19 §		374,063		378,417
DJO Finance LLC Term B 4.750% due 09/15/17 §		360,592		367,128
Drumm Investors LLC 5.000% due 05/04/18 §		494,823		479,669
Emergency Medical Services Corp 4.000% due 05/25/18 §		457,157		463,443
Grifols Inc Tranche B 4.250% due 06/01/17 §		759,143		768,022
HCA Inc Tranche B-3 3.454% due 05/01/18 §		581,925		587,499
Health Management Associates Inc Term B 3.500% due 11/18/18 §		1,142,479		1,154,618
Hologic Inc Tranche B 4.500% due 08/01/19 §		223,875		227,256
IMS Health Inc Tranche B-1 3.750% due 09/01/17 §		556,025		562,743
InVentiv Health Inc 7.500% due 08/04/16 §		263,957		261,977
Kinetic Concepts Inc Term C-1 5.500% due 05/04/18 §		696,487		709,981
MedAssets Inc Term B 4.000% due 12/13/19 §		71,063		71,773
MMM Holdings Inc 9.750% due 12/12/17 §		86,842		87,493

	Principal Amount		Value
MultiPlan Inc Term B-1 4.000% due 08/26/17 §		$542,718		$549,570
One Call Medical Inc 5.500% due 08/24/19 §		99,750		100,623
Par Pharmaceutical Cos Inc Term B-1 4.250% due 09/30/19 §		124,376		125,917
Pharmaceutical Product Development Inc 4.250% due 12/05/18 §		997,500		1,011,528
Quintiles Transnational Corp Term B-2 4.500% due 06/08/18 §		902,898		916,818
Radnet Management Inc Tranche B 5.500% due 10/10/18 §		199,000		201,612
RPI Finance Trust 3.500% due 05/09/18 §		416,124		420,979
Sage Products Inc (1st Lien) 4.250% due 12/13/19 §		250,000		252,578
Select Medical Corp Series B Tranche B 3.542% due 02/20/16 §		99,750		100,373
Term A 2.926% due 02/17/16 §		231,153		232,405
TriZetto Group Inc 4.750% due 05/02/18 §		493,719		497,885
Truven Holding Corp Tranche B 5.750% due 06/06/19 §		198,998		202,480
Valeant Pharmaceuticals International Inc (Canada) Series C-1 Tranche B 3.500% due 12/11/19 §		299,250		302,204
Series D-1 Tranche B 3.500% due 02/13/19 §		497,503		502,600
Warner Chilcott Co LLC Term B-1 4.250% due 03/15/18 §		144,975		147,150
Term B-2 4.250% due 03/15/18 §		118,013		119,783
Warner Chilcott Corp Term B-1 4.250% due 03/15/18 §		333,042		338,037
WC Luxco SARL Term B-3 4.250% due 03/15/18 §		262,441		266,377
				15,997,871
Industrials - 10.0%
Advanced Disposal Term B 4.250% due 10/09/19 §		224,438		227,215
Alpha Topco Ltd Term B-2 (Facility) 6.000% due 04/30/19 §		272,257		276,146
Ameriforge Group Inc (Initial 1st Lien) 6.000% due 12/19/19 §		74,813		75,888
Apex Tool Group LLC 4.500% due 01/31/20 §		100,000		101,562
BakerCorp International Inc Term B 4.250% due 02/07/20 §		500,000		503,333
Beechcraft Holdings LLC 5.750% due 02/14/20 §		375,000		377,344
Bombardier Recreational Products Inc (Canada) Term B 5.000% due 01/30/19 §		525,000		530,852
Brand Energy & Infrastructure Services Inc (Canada) (1st Lien) Term B-1 6.250% due 10/23/18 §		80,242		80,576
Tranche 1 6.250% due 10/23/18 §		19,258		19,475
Colfax Corp Term B 3.250% due 01/11/19 §		349,125		351,798
Delos Aircraft Inc 4.750% due 04/12/16 §		100,000		100,750
DynCorp International Inc 6.250% due 07/07/16 §		500,000		504,062

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-3

PACIFIC LIFE FUNDS

PL FLOATING RATE LOAN FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
Edwards Ltd (Cayman) (Initial 1st Lien) due 05/31/16 µ		$175,000		$175,328
Flying Fortress Inc 5.000% due 06/30/17 §		425,000		427,656
Grede LLC Term B 7.015% due 04/03/17 §		505,000		508,787
Hamilton Sundstrand 4.000% due 12/13/19 §		749,375		755,330
Husky Injection Molding System Ltd Term B 4.250% due 06/30/18 §		446,719		452,722
IG Investment Holdings LLC Tranche B (1st Lien) 6.000% due 10/31/19 §		99,750		100,498
John Maneely Co 4.750% due 04/01/17 §		987,425		997,904
KAR Auction Services Inc Term B 3.750% due 05/19/17 §		319,325		323,117
Merrill Communications LLC 7.250% due 03/08/18 §		25,000		25,125
Metaldyne Co LLC 5.000% due 12/18/18 §		174,563		177,617
Milacron LLC Term B due 03/28/20 µ		50,000		50,563
Monitronics International Inc Term B 4.250% due 03/23/18 §		123,751		125,607
Pelican Products Inc (1st Lien) 7.000% due 07/11/18 §		248,125		248,745
Rexnord LLC Term B 4.500% due 04/01/18 §		1,012,226		1,024,453
Schaeffler Technologies AG Term C (Germany) due 01/20/17 µ		100,000		101,250
Sensata Technologies BV 3.750% due 05/12/18 §		343,875		348,112
Sequa Corp (Initial) 5.250% due 06/19/17 §		199,500		202,908
SumTotal Systems LLC (1st Lien) 6.250% due 11/16/18 §		149,625		151,869
Swift Transportation Co LLC Term B 2.953% due 12/21/16 §		361,905		365,524
Tranche B-2 4.000% due 12/21/17 §		167,285		169,899
Tank Holding Corp Term 1 4.250% due 07/09/19 §		146,451		147,000
The Hertz Corp Tranche B-1 3.750% due 03/11/18 §		224,438		227,851
U.S. Security Associates Holdings Inc Term B 6.000% due 07/28/17 §		493,736		498,982
West Corp Term B-8 4.250% due 06/30/18 §		223,254		227,161
				10,983,009
Information Technology - 7.5%
Aeroflex Inc Tranche B 5.750% due 05/09/18 §		438,528		447,116
ARRIS Group Inc Term B due 01/31/20 µ		125,000		125,391
Aspect Software Inc Tranche B 7.000% due 05/07/16 §		440,605		446,663
Booz Allen Hamilton Inc Tranche B (Initial) 4.500% due 07/31/19 §		99,500		101,042
CompuCom Systems Inc (1st Lien) 6.500% due 10/04/18 §		249,375		252,700
Dealer Computer Services Inc Tranche B 3.750% due 04/21/18 §		136,161		137,309
DG FastChannel Inc (Initial) 7.250% due 07/26/18 §		416,803		412,896
Eagle Parent Inc Term B 4.500% due 05/16/18 §		467,693		474,124

	Principal Amount		Value
Expert Global Solutions Inc Term B (1st Lien) 8.000% due 04/03/18 §		$271,345		$274,058
Freescale Semiconductor Inc Tranche B-4 5.000% due 03/01/20 §		325,000		327,539
Infor US Inc Tranche B-2 5.250% due 04/05/18 §		694,759		707,641
Kronos Inc (1st Lien) 4.500% due 10/30/19 §		199,500		202,056
Micro Holding LP (Initial) 6.250% due 03/18/19 §		125,000		125,469
Mitel US Holdings Inc (1st Lien) 7.000% due 02/27/19 §		75,000		76,125
Novell Inc (1st Lien) 7.272% due 11/22/17 §		424,688		429,731
NXP BV Tranche C 4.750% due 01/10/20 §		124,688		127,701
Rocket Software Inc 5.750% due 02/08/18 §		493,752		496,632
Rovi Solutions Corp Tranche B-2 4.000% due 03/29/19 §		92,314		92,314
RP Crown Parent LLC Term B 6.750% due 12/21/18 §		324,188		331,076
Sophia LP Term B 4.500% due 07/19/18 §		145,023		147,402
Spansion LLC 5.250% due 12/13/18 §		99,487		100,689
SSI Investments II Ltd 5.000% due 05/26/17 §		486,273		493,567
SunGard Data Systems Inc Tranche C 3.955% due 02/28/17 §		106,742		107,475
Tranche E 4.000% due 03/08/20 §		700,000		709,625
Vertafore Inc (1st Lien) 5.250% due 07/29/16 §		497,457		502,743
Wall Street Systems Inc (1st Lien) 5.750% due 10/25/19 §		149,625		151,495
Web.com Group Inc Term B 4.500% due 10/27/17 §		469,344		474,185
				8,274,764
Materials - 6.3%
AZ Chem U.S. Inc Term B 5.250% due 12/22/17 §		117,426		119,628
Berry Plastics Corp Term D 3.500% due 02/10/20 §		250,000		249,888
BWAY Holding Co (Initial) 4.500% due 08/06/17 §		324,188		328,442
DuPont Performance Coatings Term B (Initial) 4.750% due 02/01/20 §		350,000		355,051
Essar Steel Algoma Inc (Canada) 8.750% due 09/20/14 §		497,500		509,937
Fairmount Minerals Ltd Tranche B 5.250% due 03/15/17 §		375,952		378,849
FMG Resources Property Ltd (Australia) 5.250% due 10/18/17 §		721,375		730,779
Ineos US Finance LLC 6.500% due 05/04/18 §		965,250		981,841
John Henry Holdings Inc (1st Lien) 6.000% due 12/06/18 §		74,813		76,122
Noranda Aluminum Term B 5.750% due 02/28/19 §		123,750		125,838
Novelis Inc (Initial) 3.750% due 03/10/17 §		977,507		992,017
PQ Corp 4.500% due 08/07/17 §		149,625		151,402
Tronox Inc Term B (Netherlands) 4.500% due 03/19/20 §		225,000		228,335

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-4

PACIFIC LIFE FUNDS

PL FLOATING RATE LOAN FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
United Central Industrial Supply Co LLC (1st Lien) 7.500% due 10/09/18 §		$148,800		$142,476
Univar Inc Term B 5.000% due 06/30/17 §		830,879		840,152
Walter Energy Inc Term B 5.750% due 04/02/18 §		707,503		712,632
				6,923,389
Telecommunication Services - 3.9%
Cricket Communications Inc due 02/27/20 µ		250,000		251,914
4.750% due 10/10/19 §		498,750		502,647
Greeneden U.S. Holdings II LLC 4.000% due 02/08/20 §		39,474		39,770
Intelsat Jackson Holdings SA Tranche B-1 4.500% due 04/02/18 §		925,785		941,408
MetroPCS Wireless Inc Tranche B-3 4.000% due 03/18/18 §		612,061		614,991
SBA Finance Communications Corp 3.750% due 06/30/18 §		73,688		74,609
Syniverse Holdings Inc (Initial) 5.000% due 04/23/19 §		248,125		250,064
Telesat Canada Term B (Canada) 5.500% due 03/28/19 §		521,063		525,944
TNS Inc (Initial 1st Lien) 5.000% due 02/14/20 §		50,000		50,094
UPC Financing Partnership (Facility X) 3.704% due 12/31/17 §		1,000,000		1,007,969
				4,259,410
Utilities - 2.8%
Calpine Corp Term B-1 4.000% due 04/01/18 §		1,029,000		1,044,274
Term B-2 4.000% due 04/01/18 §		98,250		99,708
Dynergy Power LLC 9.250% due 08/05/16 §		410,486		429,300
LSP Madison Funding LLC 5.500% due 06/28/19 §		316,667		321,417
NRG Energy Inc 3.250% due 07/01/18 §		515,813		523,485
Texas Competitive Electric Holdings Co LLC (Extended) 4.733% due 10/10/17 §		500,000		356,248
The AES Corp due 06/01/18 µ		75,000		76,160
3.750% due 06/01/18 §		229,888		233,444
				3,084,036
Total Senior Loan Notes (Cost $102,300,833)				103,472,737

	Shares		Value
SHORT-TERM INVESTMENT - 7.5%
Money Market Fund - 7.5%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		8,234,553		$8,234,553
Total Short-Term Investment (Cost $8,234,553)				8,234,553
TOTAL INVESTMENTS - 102.4% (Cost $111,207,037)				112,826,917
OTHER ASSETS & LIABILITIES, NET - (2.4%)				(2,622,584	)
NET ASSETS - 100.0%				$110,204,333

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Consumer Discretionary	31.7%
Health Care	14.5%
Industrials	10.0%
Consumer Staples	8.7%
Information Technology	7.5%
Short-Term Investment	7.5%
Materials	6.3%
Financials	5.8%
Telecommunication Services	3.9%
Energy	3.7%
Others (each less than 3.0%)	2.8%
	102.4%
Other Assets & Liabilities, Net	(2.4%	)
	100.0%

(b) As of March 31, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were are follows (Unaudited):

BBB	4.9%
BB	42.3%
B	48.7%
CCC	2.0%
Not Rated	2.1%
	100.0%

(c) Restricted securities as of March 31, 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		$1,119,627		1.0%

(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 March 31, 2013:

		Total Value at March 31, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks (1)		$1,119,627		$—		$1,119,627		$—
	Senior Loan Notes		103,472,737		—		103,472,737		—
	Short-Term Investment		8,234,553		8,234,553		—		—
	Total		$112,826,917		$8,234,553		$104,592,364		$—

(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 B-79

B-5

PACIFIC LIFE FUNDS

PL INFLATION MANAGED FUND

Schedule of Investments

March 31, 2013

	Principal Amount		Value
CORPORATE BONDS & NOTES - 1.4%
Financials - 0.7%
Ally Financial Inc 3.492% due 02/11/14 §		$700,000		$712,943
Credit Agricole Home Loan SFH (France) 1.052% due 07/21/14 § ~		400,000		401,060
Intesa Sanpaolo SPA (Italy) 3.125% due 01/15/16		100,000		97,826
				1,211,829
Health Care - 0.4%
HCA Inc 7.250% due 09/15/20		600,000		665,250
Industrials - 0.3%
International Lease Finance Corp
6.500% due 09/01/14 ~		100,000		107,000
6.750% due 09/01/16 ~		100,000		113,500
7.125% due 09/01/18 ~		200,000		236,000
				456,500
Total Corporate Bonds & Notes (Cost $2,226,019)				2,333,579
MORTGAGE-BACKED SECURITIES - 3.0%
Collateralized Mortgage Obligations - Commercial - 0.9%
Banc of America Large Loan Trust 2.503% due 11/15/15 " § ~		904,939		912,372
JPMorgan Chase Commercial Mortgage Securities Corp 5.336% due 05/15/47 "		110,000		124,452
Morgan Stanley Capital I Trust 6.094% due 06/11/49 " §		100,000		116,849
Silenus European Loan Conduit Ltd (Ireland) 0.376% due 05/15/19 " § ~		EUR 276,299		337,352
				1,491,025
Collateralized Mortgage Obligations - Residential - 2.1%
Bear Stearns Adjustable Rate Mortgage Trust
2.240% due 08/25/35 " §		$21,147		21,321
2.320% due 08/25/35 " §		39,501		40,244
2.600% due 03/25/35 " §		74,136		74,932
2.793% due 03/25/35 " §		21,165		21,385
Citigroup Mortgage Loan Trust Inc
2.270% due 09/25/35 " §		36,098		35,915
2.340% due 09/25/35 " §		29,400		29,036
Countrywide Home Loan Mortgage Pass-Through Trust
4.261% due 01/19/34 " §		99,588		100,164
Fannie Mae
0.554% due 07/25/37 " §		360,976		362,938
0.584% due 07/25/37 " §		309,434		311,503
0.644% due 05/25/36 " §		282,885		285,128
0.649% due 02/25/37 " §		75,668		76,032
0.884% due 02/25/41 " §		484,172		488,225
GSR Mortgage Loan Trust 2.662% due 09/25/35 " §		62,772		64,843
JP Morgan Mortgage Trust 5.192% due 06/25/35 " §		215,851		218,896
Merrill Lynch Mortgage Investors Trust 2.359% due 12/25/34 " §		172,965		176,402
New York Mortgage Trust Inc 2.909% due 05/25/36 " §		568,895		496,147
Reperforming Loan REMIC Trust 0.544% due 06/25/35 " § ~		23,692		21,420

	Principal Amount		Value
Residential Accredit Loans Inc 0.384% due 06/25/46 " §		$140,763		$68,298
Structured Asset Mortgage Investments II Trust 0.414% due 05/25/46 " §		126,927		77,547
Wells Fargo Mortgage Backed Securities Trust 2.673% due 10/25/35 " §		422,944		418,312
				3,388,688
Total Mortgage-Backed Securities (Cost $4,582,033)				4,879,713
ASSET-BACKED SECURITIES - 3.0%
AMMC V Ltd CLO (Cayman) 0.515% due 08/08/17 " § ~		81,266		81,004
Ares VIR Ltd CLO (Cayman) 0.508% due 03/12/18 " § ~		343,852		340,317
Asset Backed Funding Certificates 0.924% due 06/25/35 " §		167,606		167,465
Freddie Mac Structured Pass-Through Securities 0.484% due 09/25/31 " §		2,208		2,047
Harvest SA CLO (Luxembourg) 0.827% due 03/29/17 " § ~		EUR 76,195		96,641
Hillmark Funding CDO (Cayman) 0.539% due 05/21/21 " § ~		$1,100,000		1,067,048
Park Place Securities Inc 0.884% due 12/25/34 " §		199,791		199,597
Plymouth Rock Ltd Inc CLO (Cayman) 1.790% due 02/16/19 " § ~		83,176		83,154
SLM Student Loan Trust
0.463% due 12/15/23 " §		EUR 1,630,823		2,045,438
0.473% due 09/15/21 " § ~		555,880		710,099
Wood Street BV CLO (Netherlands) 0.587% due 03/29/21 " § ~		157,250		196,989
Total Asset-Backed Securities (Cost $5,118,560)				4,989,799
U.S. TREASURY OBLIGATIONS - 91.4%
U.S. Treasury Inflation Protected Securities - 91.4%
0.125% due 04/15/17 ^		$3,041,310		3,282,714
0.125% due 01/15/22 ^ ‡		17,662,068		19,236,965
0.125% due 07/15/22 ^		17,406,244		18,937,461
0.125% due 01/15/23 ^		3,591,216		3,882,442
0.500% due 04/15/15 ^		4,356,291		4,578,532
0.625% due 07/15/21 ^ ‡		14,149,576		16,210,107
0.625% due 02/15/43 ^		2,103,171		2,120,751
0.750% due 02/15/42 ^		917,118		962,258
1.250% due 04/15/14 ^		2,720,025		2,811,402
1.250% due 07/15/20 ^		12,881,004		15,406,892
1.625% due 01/15/15 ^		10,370,654		11,068,245
1.750% due 01/15/28 ^		5,055,860		6,444,245
1.875% due 07/15/13 ^		6,393,819		6,522,693
1.875% due 07/15/15 ^		828,653		909,447
2.000% due 07/15/14 ^		1,221,550		1,293,602
2.000% due 01/15/16 ^		5,684,588		6,339,645
2.500% due 01/15/29 ^		6,756,561		9,466,577
2.625% due 07/15/17 ^		2,333,058		2,809,513
3.375% due 04/15/32 ^		194,585		313,889
3.625% due 04/15/28 ^		384,380		601,825
3.875% due 04/15/29 ^ ‡		10,434,843		17,000,644
Total U.S. Treasury Obligations (Cost $143,291,479)				150,199,849

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-6

PACIFIC LIFE FUNDS

PL INFLATION MANAGED FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
FOREIGN GOVERNMENT BONDS & NOTES - 8.9%
Australian Government (Australia) 4.000% due 08/20/20 ^		AUD 400,000		$799,339
Canada Housing Trust No. 1 (Canada) 2.450% due 12/15/15 ~		CAD 1,200,000		1,220,141
Canadian Government (Canada) 4.250% due 12/01/21 ^		1,752,060		2,432,067
Instituto Credito Oficial (Spain) 1.961% due 03/25/14 § ~		EUR 1,600,000		2,025,124
Italy Buoni Poliennali Del Tesoro (Italy)
1.700% due 09/15/18 ^		198,608		245,691
2.100% due 09/15/16 ^		1,735,091		2,266,457
Mexican Bonos de Proteccion al Ahorro (Mexico) 4.320% due 01/30/20 ^ §		MXN 4,400,000		353,617
Mexican Udibonos (Mexico)
4.500% due 12/18/14 ^		987,020		85,032
5.000% due 06/16/16 ^		13,078,010		1,193,196
New South Wales Treasury Corp (Australia)
2.500% due 11/20/35 ^		AUD 200,000		253,524
2.750% due 11/20/25 ^		1,800,000		2,444,022
United Kingdom Gilt Inflation-Linked (United Kingdom)
0.125% due 03/22/44 ^ ~		GBP 50,704		83,475
0.625% due 11/22/42 ^ ~		231,410		448,453
2.500% due 07/26/16 ^ ~		100,000		537,089
Xunta de Galicia (Spain)
5.763% due 04/03/17		EUR 100,000		132,692
6.131% due 04/03/18		100,000		133,885
Total Foreign Government Bonds & Notes (Cost $14,493,709)				14,653,804
MUNICIPAL BONDS - 0.1%
Tobacco Settlement Finance Authority of WV ‘A’ 7.467% due 06/01/47		$95,000		81,890
Tobacco Settlement Financing Corp of RI ‘A’ 6.000% due 06/01/23		50,000		50,088
Total Municipal Bonds (Cost $135,455)				131,978
PURCHASED OPTIONS - 0.0%
(See Note (g) in Notes to Schedule of Investments) (Cost $86,445)				33,336
SHORT-TERM INVESTMENTS - 0.5%
U.S. Treasury Bills - 0.3%
1.250% due 03/15/14		408,000		412,255

	Shares		Value
Money Market Fund - 0.2%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		313,730		$313,730
Total Short-Term Investments (Cost $725,929)				725,985
TOTAL INVESTMENTS - 108.3% (Cost $170,659,629)				177,948,043
OTHER ASSETS & LIABILITIES, NET - (8.3%)				(13,666,737	)
NET ASSETS - 100.0%				$164,281,306

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

U.S. Treasury Obligations	91.4%
Foreign Government Bonds & Notes	8.9%
Asset-Backed Securities	3.0%
Mortgage-Backed Securities	3.0%
Others (each less than 3.0%)	2.0%
	108.3%
Other Assets & Liabilities, Net	(8.3%	)
	100.0%

(b) As of March 31, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows (Unaudited):

AAA	4.6%
A-1 (Short-Term debt only)	0.2%
AA / U.S. Government & Agency Issues	86.2%
A	1.1%
BBB	0.6%
BB	0.4%
B	0.7%
CCC	0.1%
Not Rated	6.1%
	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) The average amount of borrowings by the fund on sale-buyback financing transactions (See Note 4 in Notes to Financial Statements) outstanding during the year ended March 31, 2013 was $23,615,841 at a weighted average interest rate of 0.208%.

(e) Open futures contracts outstanding as of March 31, 2013 were as follows:

Long Futures Outstanding	Number of Contracts		Notional Amount		Unrealized Appreciation (Depreciation)
Eurodollar (03/16)		44		$44,000,000		$8,094
U.S. Treasury 10-Year Notes (06/13)		12		1,200,000		(1,141	)
Total Futures Contracts						$6,953

(f) Forward foreign currency contracts outstanding as of March 31, 2013 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
BRL	1,970,498	USD	952,991		04/13	UBS		$21,591
BRL	89,697	USD	44,826		06/13	HSB		(789	)
BRL	1,970,498	USD	981,813		06/13	UBS		(14,387	)
CAD	560,000	USD	549,990		06/13	DUB		216
EUR	116,000	USD	149,250		06/13	BRC		(468	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-7

PACIFIC LIFE FUNDS

PL INFLATION MANAGED FUND

Schedule of Investments (Continued)

March 31, 2013

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
EUR	88,000	USD	114,532		06/13	CIT		($1,663	)
EUR	175,000	USD	227,345		06/13	MSC		(2,889	)
GBP	151,000	USD	224,877		06/13	BRC		4,468
GBP	432,000	USD	649,662		06/13	DUB		6,478
GBP	160,000	USD	240,232		06/13	RBC		2,783
MXN	2,626,700	USD	200,000		04/13	DUB		12,542
MXN	2,584,300	USD	195,731		04/13	HSB		13,380
MXN	149,407	USD	11,432		04/13	JPM		658
MXN	4,310,226	USD	334,866		06/13	UBS		11,140
USD	340,556	AUD	328,000		04/13	CIT		(762	)
USD	3,512,681	AUD	3,419,000		04/13	WBC		(45,152	)
USD	41,245	AUD	40,000		05/13	CIT		(292	)
USD	989,107	BRL	1,970,498		04/13	UBS		14,525
USD	83,654	BRL	167,425		06/13	UBS		1,456
USD	4,189,956	CAD	4,314,000		06/13	RBS		(48,597	)
USD	8,932,337	EUR	6,873,000		04/13	RBS		121,872
USD	8,815,074	EUR	6,871,000		05/13	MSC		—
USD	557,164	EUR	430,000		06/13	CIT		5,643
USD	511,899	GBP	336,000		06/13	MSC		1,568
USD	2,294,830	GBP	1,518,000		06/13	RBS		(10,775	)
USD	82,459	MXN	1,050,182		04/13	HSB		(2,517	)
USD	337,448	MXN	4,310,226		04/13	UBS		(11,318	)
Total Forward Foreign Currency Contracts								$78,711

(g) Purchased options outstanding as of March 31, 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

$33,336

Total Purchased Options

$86,445

$33,336

(h) Transactions in written options for the year ended March 31, 2013 were as follows:

	Number of Contracts			Notional Amount in EUR		Notional Amount in $			Premium
Outstanding, March 31, 2012		—			—		45,400,000			$419,828
Call Options Written		11			—		33,200,000			98,787
Put Options Written		11			6,100,000		41,500,000			223,454
Call Options Closed		(9	)		—		(11,500,000	)		(85,150	)
Put Options Closed		(9	)		—		(1,200,000	)		(14,525	)
Call Options Expired		—			—		(32,300,000	)		(123,126	)
Put Options Expired		—			—		(46,000,000	)		(309,203	)
Outstanding, March 31, 2013		4			6,100,000		29,100,000			$210,065

(i) Premiums received and value of written options outstanding as of March 31, 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		($3,579	)
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		(568	)
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		(1,298	)
										$28,450		($5,445	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-8

PACIFIC LIFE FUNDS

PL INFLATION MANAGED FUND

Schedule of Investments (Continued)

March 31, 2013

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 2-Year Interest Rate Swap	Receive		1.500%		04/02/13	GSC		$4,500,000		$12,075		($277	)
Call - OTC 5-Year Interest Rate Swap	Receive		0.800%		04/29/13	MSC		300,000		120		(28	)
Call - OTC 10-Year Interest Rate Swap	Receive		1.800%		07/29/13	BRC		700,000		3,120		(2,363	)
Call - OTC 10-Year Interest Rate Swap	Receive		1.800%		07/29/13	GSC		1,900,000		7,760		(6,414	)
Call - OTC 10-Year Interest Rate Swap	Receive		1.800%		07/29/13	JPM		500,000		1,830		(1,688	)
Call - OTC 10-Year Interest Rate Swap	Receive		1.800%		07/29/13	MSC		1,100,000		5,165		(3,714	)
Call - OTC 10-Year Interest Rate Swap	Receive		1.800%		07/29/13	RBS		200,000		610		(675	)
										30,680		(15,159	)
Put - OTC 2-Year Interest Rate Swap	Pay		1.500%		04/20/13	GSC		4,500,000		17,287		(10,715	)
Put - OTC 5-Year Interest Rate Swap	Pay		1.150%		04/29/13	MSC		300,000		300		(202	)
Put - OTC 5-Year Interest Rate Swap	Pay		1.400%		09/03/13	DUB		700,000		2,335		(2,200	)
Put - OTC 10-Year Interest Rate Swap	Pay		2.650%		07/29/13	BRC		700,000		5,100		(2,214	)
Put - OTC 10-Year Interest Rate Swap	Pay		2.650%		07/29/13	GSC		1,900,000		11,675		(6,010	)
Put - OTC 10-Year Interest Rate Swap	Pay		2.650%		07/29/13	JPM		500,000		3,030		(1,582	)
Put - OTC 10-Year Interest Rate Swap	Pay		2.650%		07/29/13	MSC		1,100,000		8,095		(3,480	)
Put - OTC 10-Year Interest Rate Swap	Pay		2.650%		07/29/13	RBS		200,000		610		(633	)
Put - OTC 5-Year Interest Rate Swap	Pay		2.850%		04/14/14	DUB		7,000,000		84,000		(10,875	)
	Based on 3-Month EUR-LIBOR
Put - OTC 2-Year Interest Rate Swap	Pay		0.850%		04/24/13	BRC		EUR 1,300,000		1,827		(14	)
Put - OTC 2-Year Interest Rate Swap	Pay		1.150%		07/24/13	BRC		2,100,000		3,595		(458	)
Put - OTC 2-Year Interest Rate Swap	Pay		1.150%		07/24/13	HSB		600,000		1,051		(131	)
Put - OTC 5-Year Interest Rate Swap	Pay		1.700%		07/24/13	BRC		1,400,000		7,224		(582	)
Put - OTC 5-Year Interest Rate Swap	Pay		1.700%		07/24/13	CIT		300,000		1,356		(125	)
Put - OTC 5-Year Interest Rate Swap	Pay		1.700%		07/24/13	DUB		300,000		1,542		(125	)
Put - OTC 5-Year Interest Rate Swap	Pay		1.700%		07/24/13	RBS		100,000		590		(42	)
										149,617		(39,388	)
										$180,297		($54,547	)

Options on Exchange-Traded Futures Contracts

Description	Exercise Price		Expiration Date		Counter- party	Number of Contracts		Premium		Value
Call - CME 10-Year U.S. Treasury Note Futures (05/13)		$132.50		04/26/13	MSC		2		$511		($688	)
Put - CME 10-Year U.S. Treasury Note Futures (05/13)		129.00		04/26/13	MSC		2		807		(63	)
									$1,318		($751	)
Total Written Options									$210,065		($60,743	)

(j) Swap agreements outstanding as of March 31, 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		($230	)		($357	)		$127
OTC BRL - CDI Compounded	GSC	Pay	8.150%		01/02/15		2,000,000		(2,451	)		(4,806	)		2,355
OTC BRL - CDI Compounded	GSC	Pay	8.255%		01/02/15		1,900,000		3,404			2,397			1,007
OTC BRL - CDI Compounded	MSC	Pay	8.270%		01/02/15		100,000		(61	)		(171	)		110
OTC BRL - CDI Compounded	DUB	Pay	8.485%		01/02/15		2,300,000		1,823			(175	)		1,998
OTC BRL - CDI Compounded	UBS	Pay	8.560%		01/02/15		7,800,000		9,979			3,449			6,530
OTC BRL - CDI Compounded	HSB	Pay	8.825%		01/02/15		6,500,000		49,166			39,932			9,234
OTC France CPI Excluding Tobacco	CIT	Pay	2.000%		07/25/16		EUR 500,000		12,753			1,405			11,348
OTC BRL - CDI Compounded	UBS	Pay	8.150%		01/02/17		BRL 3,700,000		(43,182	)		—			(43,182	)
OTC BRL - CDI Compounded	MSC	Pay	8.220%		01/02/17		4,700,000		(50,399	)		(249	)		(50,150	)
OTC BRL - CDI Compounded	GSC	Pay	8.300%		01/02/17		3,000,000		(27,647	)		3,861			(31,508	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-9

PACIFIC LIFE FUNDS

PL INFLATION MANAGED FUND

Schedule of Investments (Continued)

March 31, 2013

Floating Rate Index	Counter- party	Pay/Receive Floating Rate	Fixed Rate		Expiration Date		Notional Amount		Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
OTC US CPI Urban Consumers NSA	GSC	Receive		2.415%		02/12/17		$600,000		($260	)		$—			($260	)
OTC US CPI Urban Consumers NSA	CIT	Receive		2.250%		07/15/17		4,100,000		5,919			984			4,935
OTC US CPI Urban Consumers NSA	DUB	Receive		2.250%		07/15/17		3,800,000		5,486			3,520			1,966
OTC US CPI Urban Consumers NSA	RBS	Receive		2.250%		07/15/17		2,600,000		3,754			(2,517	)		6,271
OTC France CPI Excluding Tobacco	MSC	Pay		2.000%		02/01/18		EUR 700,000		9,404			281			9,123
OTC France CPI Excluding Tobacco	RBS	Pay		2.000%		02/01/18		100,000		1,344			108			1,236
OTC France CPI Excluding Tobacco	GSC	Pay		2.150%		04/01/21		200,000		1,457			683			774
OTC France CPI Excluding Tobacco	MSC	Pay		2.150%		04/01/21		900,000		6,557			(3,280	)		9,837
OTC US CPI Urban Consumers NSA	CIT	Receive		2.500%		07/15/22		$500,000		6,354			3,815			2,539
OTC US CPI Urban Consumers NSA	DUB	Receive		2.500%		07/15/22		3,100,000		39,393			39,506			(113	)
CME-3-Month USD-LIBOR	CME	Receive		2.750%		06/19/43		2,200,000		126,522			132,056			(5,534	)
Total Interest Rate Swaps										$159,085			$220,442			($61,357	)
Total Swap Agreements										$159,085			$220,442			($61,357	)

(k) As of March 31, 2013, investments with total aggregate values of $65,536 and $303,030 were fully or partially segregated with the broker(s)/custodian as collateral for open futures contracts and swap contracts, respectively.

(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 March 31, 2013:

		Total Value at March 31, 2013			Level 1 Quoted Price			Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$2,333,579			$—			$2,333,579			$—
	Mortgage-Backed Securities		4,879,713			—			4,879,713			—
	Asset-Backed Securities		4,989,799			—			4,989,799			—
	U.S. Treasury Obligations		150,199,849			—			150,199,849			—
	Foreign Government Bonds & Notes		14,653,804			—			14,653,804			—
	Municipal Bonds		131,978			—			131,978			—
	Short-Term Investments		725,985			313,730			412,255			—
	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		218,320			—			218,320			—
	Interest Rate Contracts
	Futures		8,094			8,094			—			—
	Purchased Options		33,336			—			33,336			—
	Swaps		283,315			—			283,315			—
	Total Interest Rate Contracts		324,745			8,094			316,651			—
	Total Assets - Derivatives		543,065			8,094			534,971			—
	Total Assets		178,457,772			321,824			178,135,948			—
Liabilities	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(139,609	)		—			(139,609	)		—
	Interest Rate Contracts
	Futures		(1,141	)		(1,141	)		—			—
	Written Options		(60,743	)		(751	)		(54,547	)		(5,445	)
	Swaps		(124,230	)		—			(124,230	)		—
	Total Interest Rate Contracts		(186,114	)		(1,892	)		(178,777	)		(5,445	)
	Total Liabilities - Derivatives		(325,723	)		(1,892	)		(318,386	)		(5,445	)
	Total Liabilities		(325,723	)		(1,892	)		(318,386	)		(5,445	)
	Total		$178,132,049			$319,932			$177,817,562			($5,445	)

Certain of the fund’s liabilities are held at carrying amount, which approximates fair value for financial statement purposes. As of March 31, 2013 such liabilities are categorized within the three-tier hierarchy of inputs as follows:

		Total Value at March 31, 2013			Level 1 Quoted Price		Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Liabilities	Sale-Buyback Financing Transactions		($15,204,972	)		$—		($15,204,972	)		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-10

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments

March 31, 2013

	Shares		Value
CONVERTIBLE PREFERRED STOCKS - 0.7%
Financials - 0.7%
Wells Fargo & Co 7.500%		3,000		$3,866,250
Total Convertible Preferred Stocks (Cost $2,111,829)				3,866,250
PREFERRED STOCKS - 0.0%
Financials - 0.0%
Fannie Mae		8,000		26,000
Total Preferred Stocks (Cost $200,000)				26,000
	Principal Amount
CORPORATE BONDS & NOTES - 18.8%
Consumer Discretionary - 0.0%
General Motors Co Escrow Receipt 8.375% due 07/05/33 W +		EUR 200,000		-
Consumer Staples - 0.4%
Anheuser-Busch InBev Worldwide Inc 0.851% due 01/27/14 §		$1,300,000		1,304,232
Kraft Foods Group Inc 6.125% due 08/23/18		517,000		629,851
Mondelez International Inc 6.125% due 02/01/18		183,000		219,811
Reynolds American Inc 7.625% due 06/01/16		100,000		119,194
				2,273,088
Energy - 0.3%
AK Transneft OJSC (Ireland) 8.700% due 08/07/18 ~		100,000		127,900
Colorado Interstate Gas Co LLC 6.800% due 11/15/15		200,000		230,905
NGPL PipeCo LLC 7.119% due 12/15/17 ~		500,000		535,000
Odebrecht Drilling Norbe VIII/IX Ltd (Cayman) 6.350% due 06/30/21 ~		95,000		104,975
Petrobras International Finance Co (Cayman) 5.875% due 03/01/18		400,000		451,322
TNK-BP Finance SA (Luxembourg) 7.250% due 02/02/20 ~		200,000		240,750
				1,690,852
Financials - 14.4%
Ally Financial Inc
3.680% due 06/20/14 §		4,600,000		4,729,352
4.500% due 02/11/14		500,000		511,875
4.625% due 06/26/15		300,000		314,055
7.500% due 09/15/20		200,000		244,750
8.300% due 02/12/15		600,000		667,500
American Express Bank FSB 5.500% due 04/16/13		600,000		600,935
American Express Co 4.875% due 07/15/13		200,000		202,516
American International Group Inc
5.450% due 05/18/17		100,000		114,811
6.250% due 03/15/87		1,000,000		1,112,600

	Principal Amount		Value
ANZ International Ltd (New Zealand) 6.200% due 07/19/13 ~		$300,000		$305,321
Banco Santander Brasil SA (Brazil)
2.380% due 03/18/14 § ~		600,000		601,050
4.250% due 01/14/16 ~		300,000		313,581
Banco Santander Chile (Chile) 1.902% due 01/19/16 § ~		1,000,000		987,500
Bank of America Corp
1.722% due 01/30/14 §		1,200,000		1,210,724
4.500% due 04/01/15		1,900,000		2,014,251
Bank of China Ltd (Hong Kong) 5.550% due 02/11/20 ~		100,000		112,635
Bank of Montreal (Canada)
1.950% due 01/30/18 ~		300,000		312,374
2.850% due 06/09/15 ~		100,000		105,066
Banque PSA Finance SA (France) 2.205% due 04/04/14 § ~		600,000		594,939
Barclays Bank PLC (United Kingdom) 10.179% due 06/12/21 ~		720,000		968,288
BBVA Bancomer SA (Mexico) 6.500% due 03/10/21 ~		3,800,000		4,332,000
BM&FBOVESPA SA (Brazil) 5.500% due 07/16/20 ~		100,000		111,550
BNP Paribas SA (France) 1.205% due 01/10/14 §		1,000,000		1,004,662
BPCE SA (France)
2.375% due 10/04/13 ~		100,000		101,036
9.000% § ±		EUR 300,000		404,938
CIT Group Inc 5.250% due 04/01/14 ~		$100,000		104,125
Citigroup Inc
1.480% due 11/30/17 §		EUR 500,000		618,788
2.293% due 08/13/13 §		$200,000		201,334
5.500% due 04/11/13		700,000		700,820
5.500% due 10/15/14		1,000,000		1,067,491
Commonwealth Bank of Australia (Australia) 0.725% due 07/12/13 § ~		1,600,000		1,602,032
Credit Agricole Home Loan SFH (France) 1.052% due 07/21/14 § ~		1,400,000		1,403,709
Credit Suisse NY (Switzerland) 2.200% due 01/14/14		300,000		304,066
Daimler Finance North America LLC
0.905% due 01/09/15 § ~		2,000,000		2,008,974
1.480% due 09/13/13 § ~		400,000		401,607
Dexia Credit Local SA (France)
0.781% due 04/29/14 § ~		800,000		794,713
1.104% due 09/18/13 §		EUR 1,600,000		2,059,172
Ford Motor Credit Co LLC
7.000% due 04/15/15		$500,000		552,971
8.700% due 10/01/14		200,000		221,931
HBOS PLC (United Kingdom) 0.983% due 09/06/17 §		8,100,000		7,543,125
HSBC Bank PLC (United Kingdom) 2.000% due 01/19/14 ~		200,000		202,022
ICICI Bank Ltd (India)
4.750% due 11/25/16 ~		1,700,000		1,828,268
5.500% due 03/25/15 ~		600,000		637,618
ING Bank NV (Netherlands) 2.500% due 01/14/16 ~		100,000		104,359
Intesa Sanpaolo SPA (Italy) 2.688% due 02/24/14 § ~		500,000		503,004
LBG Capital No. 2 PLC (United Kingdom) 9.125% due 07/15/20		GBP 800,000		1,333,488
Lloyds TSB Bank PLC (United Kingdom) 12.000% § ~ ±		$1,100,000		1,475,271
Macquarie Bank Ltd (Australia) 3.300% due 07/17/14 ~		5,300,000		5,502,036
Merrill Lynch & Co Inc 6.875% due 04/25/18		900,000		1,087,984

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-11

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
Metropolitan Life Global Funding I 5.125% due 04/10/13 ~		$300,000		$300,284
Morgan Stanley 5.950% due 12/28/17		1,900,000		2,202,951
National Australia Bank Ltd (Australia) 1.025% due 04/11/14 § ~		1,600,000		1,611,872
Nationwide Building Society (United Kingdom) 6.250% due 02/25/20 ~		300,000		351,839
Nordea Bank AB (Sweden) 2.125% due 01/14/14 ~		100,000		101,182
Nordea Eiendomskreditt AS (Norway) 0.725% due 04/07/14 § ~		900,000		903,509
Nykredit Realkredit AS (Denmark)
1.319% due 04/01/38 §		DKK 691,220		121,336
1.319% due 10/01/38 §		891,192		156,515
Principal Life Income Funding Trusts 5.300% due 04/24/13		$100,000		100,287
RCI Banque SA (France) 2.175% due 04/11/14 § ~		1,300,000		1,299,936
Realkredit Danmark AS (Denmark) 1.420% due 01/01/38 §		DKK 3,114,827		549,171
Santander Issuances SAU (Spain) 7.300% due 07/27/19 §		GBP 3,000,000		4,706,518
SLM Corp
2.612% due 10/01/14 § ^		$100,000		101,025
5.000% due 10/01/13		2,600,000		2,652,000
6.250% due 01/25/16		100,000		109,756
8.000% due 03/25/20		400,000		465,500
8.450% due 06/15/18		600,000		714,000
Springleaf Finance Corp 4.125% due 11/29/13 ~		EUR 1,000,000		1,281,854
SSIF Nevada LP 1.005% due 04/14/14 § ~		$3,300,000		3,320,569
State Bank of India (India) 4.500% due 07/27/15 ~		1,000,000		1,054,081
Stone Street Trust 5.902% due 12/15/15 ~		700,000		761,291
Temasek Financial I Ltd (Singapore) 4.300% due 10/25/19 ~		300,000		342,659
The Bear Stearns Cos LLC 6.400% due 10/02/17		400,000		478,190
The Dai-ichi Life Insurance Co Ltd (Japan) 7.250% § ~ ±		300,000		339,477
The Goldman Sachs Group Inc 6.750% due 10/01/37		1,200,000		1,350,822
Vnesheconombank (Ireland)
5.375% due 02/13/17 ~		200,000		215,480
5.450% due 11/22/17 ~		100,000		108,780
Volkswagen International Finance NV (Netherlands) 0.918% due 04/01/14 § ~		995,000		997,628
Wachovia Corp 0.489% due 08/01/13 §		300,000		300,277
				81,236,006
Health Care - 0.2%
AbbVie Inc 1.056% due 11/06/15 § ~		1,200,000		1,218,127
Industrials - 1.3%
Caterpillar Inc 0.459% due 05/21/13 §		1,400,000		1,400,798
International Lease Finance Corp
5.625% due 09/20/13		255,000		260,100
5.750% due 05/15/16		100,000		108,509
Noble Group Ltd (Bermuda) 6.750% due 01/29/20 ~		200,000		225,000

	Principal Amount		Value
Russian Railways (Ireland) 5.739% due 04/03/17 ~		$500,000		$551,250
United Technologies Corp 0.557% due 12/02/13 §		5,100,000		5,111,664
				7,657,321
Information Technology - 0.3%
Hewlett-Packard Co 0.568% due 05/24/13 §		1,600,000		1,599,966
Materials - 1.1%
Braskem Finance Ltd (Cayman) 5.750% due 04/15/21 ~		3,600,000		3,792,600
CSN Islands XI Corp (Cayman) 6.875% due 09/21/19 ~		700,000		780,500
CSN Resources SA (Luxembourg) 6.500% due 07/21/20 ~		600,000		644,700
Gerdau Holdings Inc 7.000% due 01/20/20 ~		400,000		457,800
GTL Trade Finance Inc (United Kingdom) 7.250% due 10/20/17 ~		600,000		691,200
				6,366,800
Telecommunication Services - 0.5%
Deutsche Telekom International Finance BV (Netherlands) 6.500% due 04/08/22		GBP 900,000		1,740,839
Verizon Communications Inc 0.894% due 03/28/14 §		$900,000		905,074
				2,645,913
Utilities - 0.3%
CMS Energy Corp 5.050% due 02/15/18		1,000,000		1,145,994
Electricite de France SA (France) 5.500% due 01/26/14 ~		200,000		207,769
Entergy Corp 3.625% due 09/15/15		500,000		522,740
				1,876,503
Total Corporate Bonds & Notes (Cost $101,988,508)				106,564,576
SENIOR LOAN NOTES - 0.4%
Financials - 0.4%
Springleaf Financial Funding Co 5.500% due 05/10/17 §		2,000,000		2,016,562
Total Senior Loan Notes (Cost $1,993,056)				2,016,562
MORTGAGE-BACKED SECURITIES - 45.0%
Collateralized Mortgage Obligations - Commercial - 1.1%
Bear Stearns Commercial Mortgage Securities Trust
5.471% due 01/12/45 " §		100,000		115,462
5.700% due 06/11/50 "		200,000		235,315
Commercial Mortgage Pass-Through Certificates 5.467% due 09/15/39 "		887,094		997,187
JPMorgan Chase Commercial Mortgage Securities Trust 4.070% due 11/15/43 " ~		500,000		559,753
LB-UBS Commercial Mortgage Trust 5.866% due 09/15/45 " §		600,000		694,493
Merrill Lynch Floating Trust 0.740% due 07/09/21 " § ~		395,233		389,540

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-12

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
Merrill Lynch/Countrywide Commercial Mortgage Trust 5.700% due 09/12/49 "		$500,000		$582,402
Morgan Stanley Capital I Trust 5.731% due 07/12/44 " §		1,700,000		1,918,226
Silenus European Loan Conduit Ltd (Ireland) 0.376% due 05/15/19 " § ~		EUR 34,537		42,169
Wachovia Bank Commercial Mortgage Trust 5.342% due 12/15/43 "		$600,000		682,571
				6,217,118
Collateralized Mortgage Obligations - Residential - 3.3%
Alternative Loan Trust 3.019% due 06/25/37 " §		362,088		297,580
Arran Residential Mortgages Funding PLC (United Kingdom)
1.426% due 11/19/47 " § ~		EUR 511,944		656,888
1.626% due 05/16/47 " § ~		959,289		1,252,400
Banc of America Funding Trust 2.631% due 05/25/35 " §		$112,430		115,533
Banc of America Mortgage Trust 3.123% due 07/25/33 " §		55,957		56,948
BCAP LLC Trust 5.575% due 03/26/37 " § ~		100,000		94,800
Bear Stearns Adjustable Rate Mortgage Trust
2.320% due 08/25/35 " §		50,642		51,595
2.470% due 10/25/35 " §		340,961		330,814
2.736% due 08/25/33 " §		137,681		138,114
2.793% due 03/25/35 " §		93,377		94,347
3.006% due 01/25/35 " §		1,250,667		1,197,580
Bear Stearns Alt-A Trust
2.768% due 05/25/35 " §		56,896		52,074
2.926% due 09/25/35 " §		67,300		56,942
2.932% due 11/25/36 " §		90,194		61,538
Chase Mortgage Finance Corp 5.740% due 09/25/36 " §		243,321		229,639
Chevy Chase Funding LLC 0.454% due 08/25/35 " § ~		66,559		56,909
Citigroup Mortgage Loan Trust
2.340% due 09/25/35 " §		58,801		58,072
2.570% due 10/25/35 " §		106,413		104,768
Countrywide Home Loan Mortgage Pass-Through Trust 0.524% due 03/25/35 " §		29,999		24,089
Credit Suisse First Boston Mortgage Securities Corp
0.827% due 03/25/32 " § ~		4,635		4,330
6.000% due 11/25/35 "		102,997		80,482
Downey Saving and Loan Association Mortgage Loan Trust 0.383% due 04/19/47 " § W		335,262		82,849
Fannie Mae
0.404% due 10/27/37 " §		3,400,000		3,403,806
0.514% due 04/25/37 " §		125,709		126,292
0.654% due 09/25/35 " §		258,797		261,235
1.625% due 11/25/23 " §		198,662		204,039
4.500% due 10/25/17 "		5,718		5,733
Freddie Mac
1.375% due 10/25/44 " §		44,335		44,291
1.575% due 07/25/44 " §		233,397		239,370
8.000% due 04/15/30 "		224,877		266,309
Granite Master Issuer PLC (United Kingdom)
0.339% due 12/20/54 " § ~		EUR 534,586		675,462
0.399% due 12/20/54 " § ~		859,928		1,086,540
0.463% due 12/20/54 " §		$427,294		419,175
Granite Mortgages PLC (United Kingdom)
0.589% due 01/20/44 " § ~		EUR 27,679		35,205
0.887% due 09/20/44 " § ~		GBP 153,740		230,658
0.891% due 01/20/44 " § ~		28,010		42,204

	Principal Amount		Value
HarborView Mortgage Loan Trust
0.373% due 12/19/36 " §		$582,212		$385,317
0.393% due 01/19/38 " §		192,452		153,579
0.423% due 05/19/35 " §		33,695		27,617
JPMorgan Mortgage Trust
4.863% due 02/25/35 " §		21,224		21,541
5.268% due 07/25/35 " §		306,919		318,633
5.750% due 01/25/36 "		48,240		45,575
Mellon Residential Funding Corp 0.683% due 06/15/30 " §		8,849		8,783
Merrill Lynch Mortgage Investors Trust
0.414% due 02/25/36 " §		45,945		41,023
2.446% due 11/25/35 " §		3,173,561		3,006,324
Morgan Stanley Mortgage Loan Trust 5.500% due 08/25/35 "		223,834		230,221
Reperforming Loan REMIC Trust 0.544% due 06/25/35 " § ~		118,458		107,098
Residential Accredit Loans Inc Trust
0.384% due 06/25/46 " §		93,842		45,532
6.000% due 06/25/36 "		244,050		191,987
Residential Asset Securitization Trust 0.604% due 05/25/33 " §		8,094		7,806
Structured Asset Mortgage Investments Trust 0.424% due 05/25/36 " §		201,192		136,904
Structured Asset Securities Corp
2.635% due 08/25/32 " §		24,091		23,988
2.739% due 10/25/35 " § ~		50,579		44,452
Washington Mutual Mortgage Pass-Through Certificates
0.514% due 01/25/45 " §		25,243		24,391
0.524% due 01/25/45 " §		26,482		25,283
1.577% due 08/25/42 " §		4,468		4,297
2.212% due 02/27/34 " §		7,699		7,835
2.571% due 09/25/46 " §		93,638		82,870
5.091% due 02/25/37 " §		524,244		503,185
Wells Fargo Mortgage-Backed Securities Trust
2.624% due 12/25/34 " §		99,173		102,826
2.641% due 03/25/36 " §		653,933		633,350
2.721% due 04/25/36 " §		76,750		72,677
4.500% due 11/25/18 "		5,086		5,090
				18,396,794
Fannie Mae - 39.8%
1.375% due 10/01/44 " §		43,263		43,924
2.175% due 09/01/35 " §		172,850		184,148
2.310% due 08/01/22 "		500,000		505,858
2.492% due 11/01/34 " §		139,803		150,850
2.500% due 04/16/27 - 10/01/27 "		6,946,947		7,210,904
2.655% due 12/01/35 " §		29,679		31,712
2.817% due 11/01/32 " §		156,433		166,943
2.870% due 09/01/27 "		500,000		485,342
3.000% due 09/01/21 - 04/11/43 "		51,159,483		53,791,256
3.500% due 08/01/26 - 04/12/42 "		36,769,288		38,963,151
4.000% due 07/01/25 - 04/12/42 "		27,854,897		29,744,100
4.482% due 12/01/36 " §		16,258		17,227
4.500% due 07/01/18 - 08/01/41 "		36,068,886		38,928,233
5.000% due 09/01/25 - 08/01/40 "		33,774,993		36,634,234
5.500% due 12/01/20 - 09/01/41 "		13,587,978		14,835,784
6.000% due 09/01/22 - 04/13/40 "		3,032,965		3,333,566
6.500% due 03/01/17 "		23,445		25,353
				225,052,585
Freddie Mac - 0.8%
2.375% due 11/01/31 " §		6,689		7,146
2.384% due 04/01/32 " §		22,952		24,208
2.457% due 09/01/35 " §		22,883		24,304
2.740% due 06/01/35 " §		223,514		239,173
2.995% due 09/01/35 " §		141,283		151,281
4.500% due 09/01/41 "		550,802		590,540

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-13

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
5.500% due 03/01/23 - 05/01/40 "		$3,077,540		$3,338,522
6.000% due 12/01/22 - 03/01/23 "		85,241		93,092
				4,468,266
Total Mortgage-Backed Securities (Cost $251,462,877)				254,134,763
ASSET-BACKED SECURITIES - 3.8%
Argent Securities Inc 1.024% due 02/25/34 " §		1,425,664		1,225,484
Asset Backed Funding Certificates Trust 0.904% due 06/25/34 " §		109,796		105,570
Auto ABS SARL (Italy) 0.349% due 10/25/20 " § ~		EUR 162,084		207,713
Bear Stearns Asset Backed Securities Trust
0.404% due 12/25/36 " §		$500,000		439,724
3.014% due 10/25/36 " §		146,915		143,359
CIT Mortgage Loan Trust 1.454% due 10/25/37 " § ~		4,260,377		4,214,712
Citibank Omni Master Trust 2.953% due 08/15/18 " § ~		3,200,000		3,313,478
Countrywide Asset-Backed Certificates
0.304% due 08/25/37 " §		3,016,711		2,960,629
0.554% due 05/25/46 " § ~		2,755,383		2,479,751
Duane Street I Ltd CLO (Cayman) 0.543% due 11/08/17 " § ~		1,329,503		1,326,033
Galaxy Ltd CLO (Cayman) 0.583% due 04/17/17 " § ~		130,715		130,606
Halcyon Structured Asset Management Long Secured/Short Unsecured Ltd CLO (Cayman) 0.521% due 08/07/21 " § ~		2,199,676		2,175,429
Hillmark Funding CDO (Cayman) 0.539% due 05/21/21 " § ~		1,100,000		1,067,047
HSBC Home Equity Loan Trust 0.353% due 03/20/36 " §		431,225		427,610
Long Beach Mortgage Loan Trust 0.764% due 10/25/34 " §		18,554		16,640
Park Place Securities Inc 0.464% due 09/25/35 " §		138,718		134,836
Securitized Asset-Backed Receivables LLC Trust 0.334% due 05/25/37 " § W		127,907		70,693
United States Small Business Administration 4.754% due 08/10/14 "		19,274		19,742
Wind River Ltd CLO (Cayman) 0.610% due 12/19/16 " § ~		185,657		184,912
Wood Street BV CLO (Netherlands) 0.602% due 11/22/21 " § ~		EUR 469,895		587,664
Total Asset-Backed Securities (Cost $20,457,640)				21,231,632
U.S. GOVERNMENT AGENCY ISSUES - 11.6%
Fannie Mae
0.500% due 03/30/16		$2,700,000		2,705,122
0.875% due 08/28/17		3,900,000		3,916,088
0.875% due 12/20/17		400,000		400,318
0.875% due 02/08/18		1,100,000		1,098,591
1.125% due 04/27/17		1,900,000		1,937,375
1.250% due 01/30/17		4,200,000		4,296,814
5.000% due 02/13/17		900,000		1,052,508
5.000% due 05/11/17		900,000		1,058,162
5.375% due 06/12/17		3,500,000		4,178,542
Freddie Mac
0.875% due 03/07/18		300,000		299,912
1.000% due 03/08/17		3,000,000		3,040,575
1.000% due 06/29/17		13,700,000		13,879,785
1.000% due 07/28/17		7,300,000		7,379,117
1.000% due 09/29/17		6,300,000		6,353,752

	Principal Amount		Value
1.250% due 05/12/17		$700,000		$716,337
1.250% due 08/01/19		5,600,000		5,587,137
1.250% due 10/02/19		5,000,000		4,977,120
2.375% due 01/13/22		400,000		417,443
3.750% due 03/27/19		1,200,000		1,378,423
5.500% due 08/23/17		900,000		1,085,887
Total U.S. Government Agency Issues (Cost $65,059,149)				65,759,008
U.S. TREASURY OBLIGATIONS - 31.1%
U.S. Treasury Inflation Protected Securities - 6.8%
0.125% due 04/15/17 ^		709,639		765,967
0.125% due 01/15/22 ^		203,466		221,714
0.125% due 07/15/22 ^		2,202,816		2,404,338
0.625% due 07/15/21 ^		4,188,683		4,798,660
1.125% due 01/15/21 ^		3,263,060		3,852,196
1.250% due 07/15/20 ^		633,492		757,716
1.375% due 01/15/20 ^		532,400		635,012
1.750% due 01/15/28 ^		659,460		840,554
1.875% due 07/15/19 ^		539,200		660,983
2.000% due 01/15/26 ^ ‡		2,204,228		2,876,174
2.125% due 01/15/19 ^		321,741		392,926
2.125% due 02/15/40 ^ ‡		6,285,388		8,888,915
2.375% due 01/15/25 ^		3,664,650		4,930,673
2.375% due 01/15/27 ^		3,996,265		5,452,716
3.625% due 04/15/28 ^		711,815		1,114,491
				38,593,035
U.S. Treasury Notes - 24.3%
0.250% due 12/15/15		12,100,000		12,076,369
0.375% due 11/15/15 ‡		26,500,000		26,545,554
0.375% due 01/15/16		13,900,000		13,917,375
0.375% due 02/15/16		6,400,000		6,405,504
0.375% due 03/15/16		200,000		200,172
0.750% due 10/31/17		3,100,000		3,110,416
0.750% due 12/31/17 ‡		8,200,000		8,216,015
0.750% due 02/28/18		7,000,000		7,002,737
0.750% due 03/31/18		2,800,000		2,798,250
0.875% due 01/31/18		2,600,000		2,618,281
0.875% due 07/31/19 ‡		18,300,000		18,078,405
1.000% due 08/31/19		4,000,000		3,975,940
1.000% due 09/30/19		500,000		496,680
1.125% due 03/31/20		5,100,000		5,055,719
1.250% due 10/31/19		2,300,000		2,319,046
1.250% due 02/29/20		2,800,000		2,807,218
1.500% due 08/31/18 ‡		1,200,000		1,241,437
1.625% due 08/15/22		3,600,000		3,556,969
1.625% due 11/15/22		7,200,000		7,079,623
1.750% due 05/15/22		2,800,000		2,810,937
2.000% due 02/15/22		800,000		823,125
2.000% due 02/15/23 ‡		5,300,000		5,372,048
3.375% due 11/15/19		300,000		343,688
3.500% due 02/15/18		200,000		226,547
				137,078,055
Total U.S. Treasury Obligations (Cost $172,842,645)				175,671,090
FOREIGN GOVERNMENT BONDS & NOTES - 7.4%
Banco Nacional de Desenvolvimento Economico e Social (Brazil) 4.125% due 09/15/17 ~		EUR 100,000		139,081
Italy Buoni Poliennali del Tesoro (Italy)
1.700% due 09/15/18 ^		99,304		122,846
2.500% due 03/01/15		700,000		904,424
3.500% due 11/01/17		2,800,000		3,595,027
4.500% due 07/15/15		300,000		401,900

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-14

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
4.750% due 09/15/16		EUR 300,000		$407,783
4.750% due 06/01/17		1,300,000		1,753,514
6.000% due 11/15/14		100,000		136,603
Province of British Columbia (Canada) 4.300% due 06/18/42		CAD 100,000		113,342
Province of Ontario (Canada)
1.650% due 09/27/19		$400,000		400,451
3.000% due 07/16/18		100,000		108,727
3.150% due 06/02/22		CAD 5,600,000		5,733,020
4.000% due 06/02/21		800,000		875,491
4.200% due 06/02/20		200,000		221,359
4.300% due 03/08/17		300,000		324,892
4.400% due 06/02/19		300,000		333,903
4.600% due 06/02/39		100,000		115,841
4.700% due 06/02/37		400,000		466,711
5.500% due 06/02/18		100,000		115,518
Province of Quebec (Canada)
3.000% due 09/01/23		1,000,000		991,662
3.500% due 07/29/20		$600,000		665,972
3.500% due 12/01/22		CAD 2,300,000		2,398,217
4.250% due 12/01/21		1,100,000		1,217,867
4.500% due 12/01/17		200,000		220,288
4.500% due 12/01/18		200,000		222,602
Societe de Financement de l’Economie Francaise (France) 3.375% due 05/05/14 ~		$200,000		206,730
Spain Government (Spain)
3.000% due 04/30/15		EUR 100,000		129,668
3.150% due 01/31/16		1,100,000		1,418,717
3.750% due 10/31/15		3,100,000		4,059,183
3.800% due 01/31/17		300,000		389,558
4.250% due 10/31/16		10,000,000		13,191,304
4.400% due 01/31/15		300,000		399,900
Total Foreign Government Bonds & Notes (Cost $41,669,872)				41,782,101
MUNICIPAL BONDS - 5.2%
American Municipal Power Inc OH ‘B’ 8.084% due 02/15/50		$1,000,000		1,488,230
Buckeye Tobacco Settlement Financing Authority OH ‘A2’ 5.875% due 06/01/47		800,000		720,608
City of North Las Vegas NV 6.572% due 06/01/40		900,000		1,013,841
County of Clark Airport NV ‘C’ 6.820% due 07/01/45		200,000		280,966
Dallas/Fort Worth International Airport TX 5.000% due 11/01/26		2,900,000		3,315,802
Irvine Ranch Water District CA 2.388% due 03/15/14		900,000		902,007
Los Angeles Unified School District CA ‘A1’ 4.500% due 01/01/28		400,000		432,852
Massachusetts School Building Authority 5.000% due 08/15/28		2,000,000		2,371,120
Metropolitan Transportation Authority NY ‘E’ 5.000% due 11/15/42		2,100,000		2,304,876
New Jersey Economic Development Authority ‘B’ 5.380% due 02/15/19		4,100,000		3,529,567
New York Liberty Development Corp 5.750% due 11/15/51		3,700,000		4,332,515
North Carolina Turnpike Authority ‘B’ 6.700% due 01/01/39		100,000		117,253
Southern California Public Power Authority 5.943% due 07/01/40		1,600,000		1,918,752
State of California
5.650% due 04/01/39 §		100,000		100,000
7.500% due 04/01/34		100,000		139,284

	Principal Amount		Value
7.550% due 04/01/39		$100,000		$144,467
7.600% due 11/01/40		1,400,000		2,049,586
Tobacco Settlement Finance Authority of WV ‘A’ 7.467% due 06/01/47		840,000		724,088
University of Arizona 6.423% due 08/01/35		2,700,000		3,235,005
University of California 6.270% due 05/15/31		500,000		576,535
Total Municipal Bonds (Cost $26,774,584)				29,697,354
SHORT-TERM INVESTMENTS - 0.8%
Commercial Paper - 0.6%
Santander SA
2.370% due 01/02/14		3,300,000		3,266,820
	Shares
Money Market Fund - 0.1%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		865,158		865,158
	Principal Amount
Repurchase Agreement - 0.1%
JPMorgan Chase & Co 0.190% due 04/01/13 (Dated 03/28/13, repurchase price of $500,011; collateralized by a U.S. Treasury Bond: 2.125% due 12/31/15 and value $527,173)		$500,000		500,000
Total Short-Term Investments (Cost $4,605,197)				4,631,978
TOTAL INVESTMENTS - 124.8% (Cost $689,165,357)				705,381,314
OTHER ASSETS & LIABILITIES, NET - (24.8%)				(140,096,049	)
NET ASSETS - 100.0%				$565,285,265

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Mortgage-Backed Securities	45.0%
U.S. Treasury Obligations	31.1%
Corporate Bonds & Notes	18.8%
U.S. Government Agency Issues	11.6%
Foreign Government Bonds & Notes	7.4%
Municipal Bonds	5.2%
Asset-Backed Securities	3.8%
Others (each less than 3.0%)	1.9%
	124.8%
Other Assets & Liabilities, Net	(24.8%	)
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-15

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

March 31, 2013

(b) As of March 31, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows (Unaudited):

AAA	2.7%
AA/U.S. Government & Agency Issues	71.9%
A	7.8%
BBB	8.5%
BB	1.9%
B	1.7%
CCC	1.8%
CC	0.1%
D	0.6%
Not Rated	3.0%
	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) Investments with a total aggregate value of $153,542 or less than 0.1% of the fund’s net assets were in default as of March 31, 2013.

(e) Open futures contracts outstanding as of March 31, 2013 were as follows:

Long Futures Outstanding	Number of Contracts		Notional Amount		Unrealized Appreciation (Depreciation)
Euribor (12/14)		8		EUR 8,000,000		$4,604
Euribor (03/15)		8		8,000,000		550
Euribor (03/15)		2		2,000,000		(579	)
Euribor (06/15)		6		6,000,000		713
Euribor (06/15)		1		1,000,000		(241	)
Eurodollar (12/14)		1		$1,000,000		162
Eurodollar (06/15)		256		256,000,000		122,524
Eurodollar (09/15)		14		14,000,000		1,734
Eurodollar (09/15)		15		15,000,000		(1,751	)
Eurodollar (12/15)		90		90,000,000		20,382
Eurodollar (12/15)		189		189,000,000		(20,011	)
Eurodollar (03/16)		39		39,000,000		4,545
U.S. Treasury 10-Year Notes (06/13)		53		5,300,000		52,847
						185,479
Short Futures Outstanding
Euro-Bund 10 Year Notes (06/13)		51		EUR 5,100,000		(140,924	)
Total Futures Contracts						$44,555

(f) Reverse repurchase agreements outstanding as of March 31, 2013 were as follows:

Counterparty	Interest Rate			Settlement Date		Maturity Date		Repurchase Amount		Principal Amount
BOA		0.190%			03/15/13		04/02/13		$998,845		$998,750
BNS		0.100%			03/13/13		04/05/13		3,192,204		3,192,000
RBS		(0.050%	)		03/28/13		04/08/13		5,379,418		5,379,500
											$9,570,250

(g) The average amount of borrowings by the fund on reverse repurchase agreements while outstanding for the year ended March 31, 2013 was $3,190,083 at a weighted average interest rate of 0.081%. The average amount of borrowings by the fund on sale-buyback financing transactions (See Note 4 in Notes to Financial Statements) outstanding during the year ended March 31, 2013 was $2,849,261 at a weighted average interest rate of 0.235%.

(h) Forward foreign currency contracts outstanding as of March 31, 2013 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
BRL	6,557,770	USD	3,171,529		04/13	UBS		$71,855
BRL	6,557,770	USD	3,267,449		06/13	UBS		(47,879	)
IDR	992,000,000	USD	100,000		08/13	JPM		225
MXN	5,150,702	USD	395,587		04/13	HSB		21,187
MXN	47,051,730	USD	3,612,665		04/13	JPM		194,568
MXN	5,106,800	USD	400,000		04/13	MSC		13,221
MXN	12,793,100	USD	1,000,000		04/13	UBS		35,164
MXN	70,102,332	USD	5,434,205		06/13	HSB		193,298
USD	3,291,723	BRL	6,557,770		04/13	UBS		48,339
USD	13,116,681	CAD	13,505,000		06/13	RBS		(152,134	)
USD	767,780	DKK	4,263,000		05/13	BRC		34,346
USD	467,825	EUR	358,000		06/13	BRC		8,652
USD	1,527,666	EUR	1,179,000		06/13	CIT		15,474
USD	23,249,387	EUR	17,880,000		06/13	DUB		316,393
USD	8,186,620	EUR	6,500,000		08/13	DUB		(153,632	)
USD	378,711	EUR	300,000		09/13	UBS		(6,342	)
USD	6,125,980	EUR	4,663,949		09/13	UBS		138,866
USD	126,735	EUR	100,000		04/14	CIT		(1,914	)
USD	9,196,521	GBP	6,085,000		06/13	RBS		(45,642	)
USD	2,135,431	JPY	190,076,000		04/13	BRC		115,983
USD	5,475,034	MXN	70,102,332		04/13	HSB		(197,360	)
Total Forward Foreign Currency Contracts								$602,668

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-16

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

March 31, 2013

(i) Transactions in written options for the year ended March 31, 2013 were as follows:

	Number of Contracts			Notional Amount in EUR			Notional Amount in $			Premium
Outstanding, March 31, 2012		—			—			139,900,000			$1,383,751
Call Options Written		47			5,400,000			113,800,000			221,149
Put Options Written		47			6,600,000			158,600,000			508,785
Call Options Closed		—			(1,000,000	)		(43,100,000	)		(74,021	)
Put Options Closed		—			—			(1,600,000	)		(31,040	)
Call Options Expired		(47	)		(1,000,000	)		(50,900,000	)		(97,698	)
Put Options Expired		(47	)		—			(259,400,000	)		(1,665,503	)
Outstanding, March 31, 2013		—			10,000,000			57,300,000			$245,423

(j) Premiums received and value of written options outstanding as of March 31, 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		215.95	Maximum of ((1 + 0.00%)10 - Inflation Adjustment) or $0		03/12/20	CIT		$1,200,000		$10,320		($2,093	)
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		(1,136	)
										$18,060		($3,229	)

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		0.750%		04/02/13	JPM		$2,500,000		$1,000		$—
Call - OTC 5-Year Interest Rate Swap	Receive		0.750%		04/02/13	MSC		2,800,000		980		—
Call - OTC 5-Year Interest Rate Swap	Receive		0.850%		04/29/13	MSC		2,200,000		2,695		(645	)
Call - OTC 10-Year Interest Rate Swap	Receive		1.800%		07/29/13	BRC		600,000		2,520		(2,026	)
Call - OTC 10-Year Interest Rate Swap	Receive		1.800%		07/29/13	DUB		1,500,000		3,000		(5,064	)
Call - OTC 10-Year Interest Rate Swap	Receive		1.800%		07/29/13	GSC		4,700,000		23,415		(15,868	)
Call - OTC 10-Year Interest Rate Swap	Receive		1.800%		07/29/13	JPM		2,100,000		8,490		(7,090	)
Call - OTC 10-Year Interest Rate Swap	Receive		1.800%		07/29/13	MSC		2,400,000		12,330		(8,103	)
Call - OTC 10-Year Interest Rate Swap	Receive		1.800%		07/29/13	RBS		2,400,000		8,650		(8,102	)
	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		(4,097	)
Call - OTC 1-Year Interest Rate Swap	Receive		0.400%		03/12/14	GSC		2,200,000		4,537		(4,097	)
										71,870		(55,092	)
	Based on 3-Month USD-LIBOR
Put - OTC 5-Year Interest Rate Swap	Pay		1.150%		04/02/13	JPM		$2,500,000		4,687		—
Put - OTC 5-Year Interest Rate Swap	Pay		1.150%		04/02/13	MSC		2,800,000		4,707		—
Put - OTC 5-Year Interest Rate Swap	Pay		1.200%		04/29/13	MSC		2,200,000		1,540		(936	)
Put - OTC 5-Year Interest Rate Swap	Pay		1.300%		04/29/13	DUB		3,200,000		7,995		(536	)
Put - OTC 5-Year Interest Rate Swap	Pay		1.300%		04/29/13	JPM		2,600,000		6,482		(435	)
Put - OTC 2-Year Interest Rate Swap	Pay		1.200%		07/11/13	DUB		4,500,000		31,760		(131	)
Put - OTC 10-Year Interest Rate Swap	Pay		2.650%		07/29/13	BRC		600,000		4,500		(1,898	)
Put - OTC 10-Year Interest Rate Swap	Pay		2.650%		07/29/13	DUB		1,500,000		9,450		(4,745	)
Put - OTC 10-Year Interest Rate Swap	Pay		2.650%		07/29/13	GSC		4,700,000		21,145		(14,868	)
Put - OTC 10-Year Interest Rate Swap	Pay		2.650%		07/29/13	JPM		2,100,000		9,495		(6,643	)
Put - OTC 10-Year Interest Rate Swap	Pay		2.650%		07/29/13	MSC		2,400,000		16,740		(7,592	)
Put - OTC 10-Year Interest Rate Swap	Pay		2.650%		07/29/13	RBS		2,400,000		12,430		(7,592	)
Put - OTC 5-Year Interest Rate Swap	Pay		1.400%		09/03/13	DUB		2,800,000		9,190		(8,801	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-17

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

March 31, 2013

Description	Pay/Receive Floating Rate Based on 3-Month EUR-LIBOR	Exercise Rate		Expiration Date		Counter- party	Notional Amount		Premium		Value
Put - OTC 5-Year Interest Rate Swap	Pay		1.700%		07/24/13	BRC		EUR 900,000		$4,529		($374	)
Put - OTC 5-Year Interest Rate Swap	Pay		1.700%		07/24/13	DUB		300,000		1,486		(125	)
Put - OTC 1-Year Interest Rate Swap	Pay		0.400%		03/12/14	BRC		2,200,000		4,820		(4,488	)
Put - OTC 1-Year Interest Rate Swap	Pay		0.400%		03/12/14	GSC		2,200,000		4,537		(4,488	)
										155,493		(63,652	)
										$227,363		($118,744	)
Total Written Options										$245,423		($121,973	)

(k) Swap agreements outstanding as of March 31, 2013 were as follows:

Credit Default Swaps on Corporate and Sovereign Issues – Sell Protection (1)

Referenced Obligation	Fixed Deal Receive Rate	Expiration Date	Counter- party	Implied Credit Spread at 03/31/13 (3)		Notional Amount (4)		Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
General Electric Capital Corp	4.000%	12/20/13	CIT		0.156%		$200,000		$5,949			$—			$5,949
General Electric Capital Corp	4.230%	12/20/13	DUB		0.156%		200,000		6,304			—			6,304
General Electric Capital Corp	4.325%	12/20/13	CIT		0.156%		200,000		6,451			—			6,451
General Electric Capital Corp	4.400%	12/20/13	BRC		0.156%		200,000		6,587			—			6,587
General Electric Capital Corp	4.500%	12/20/13	BRC		0.156%		300,000		10,082			—			10,082
General Electric Capital Corp	4.700%	12/20/13	BRC		0.156%		400,000		14,062			—			14,062
General Electric Capital Corp	4.750%	12/20/13	DUB		0.156%		400,000		14,215			—			14,215
MetLife Inc	1.000%	12/20/14	CIT		0.384%		1,800,000		19,906			(43,994	)		63,900
Mexico Government	1.000%	03/20/15	BRC		0.450%		400,000		4,496			(9,000	)		13,496
Mexico Government	1.000%	03/20/15	CIT		0.450%		400,000		4,496			(9,184	)		13,680
Mexico Government	1.000%	03/20/15	DUB		0.450%		200,000		2,249			(4,592	)		6,841
Brazilian Government	1.000%	06/20/15	DUB		0.870%		1,000,000		3,216			(10,975	)		14,191
United Kingdom Index-Linked Treasury Gilt	1.000%	06/20/15	GSC		0.195%		1,100,000		20,215			10,163			10,052
Brazilian Government	1.000%	06/20/15	HSB		0.870%		1,000,000		3,216			(10,975	)		14,191
Brazilian Government	1.000%	09/20/15	BRC		0.919%		1,000,000		2,325			(7,735	)		10,060
Mexico Government	1.000%	09/20/15	BRC		0.521%		1,000,000		12,230			(7,735	)		19,965
Brazilian Government	1.000%	09/20/15	HSB		0.919%		600,000		1,394			(5,961	)		7,355
Brazilian Government	1.000%	09/20/15	UBS		0.919%		500,000		1,162			(4,731	)		5,893
MetLife Inc	1.000%	12/20/15	CIT		0.633%		800,000		8,268			(29,083	)		37,351
General Electric Capital Corp	1.000%	12/20/15	MSC		0.541%		500,000		6,426			(9,796	)		16,222
China Government	1.000%	03/20/16	BRC		0.372%		1,000,000		19,024			11,950			7,074
Brazilian Government	1.000%	03/20/16	CIT		0.992%		2,200,000		1,264			(15,567	)		16,831
Mexico Government	1.000%	03/20/16	CIT		0.593%		1,100,000		13,674			(8,978	)		22,652
Mexico Government	1.000%	03/20/16	DUB		0.593%		700,000		8,702			(5,135	)		13,837
Berkshire Hathaway Finance Corp	1.000%	06/20/16	CIT		0.510%		900,000		14,500			(2,156	)		16,656
Brazilian Government	1.000%	06/20/16	CIT		1.020%		700,000		(212	)		(2,363	)		2,151
China Government	1.000%	09/20/16	DUB		0.443%		300,000		5,895			1,657			4,238
Brazilian Government	1.000%	09/20/16	GSC		1.072%		200,000		(425	)		(1,217	)		792
China Government	1.000%	09/20/16	UBS		0.443%		300,000		5,895			1,557			4,338
Indonesia Government	1.000%	09/20/16	UBS		1.065%		100,000		(191	)		(1,578	)		1,387
United Kingdom Index-Linked Treasury Gilt	1.000%	12/20/16	GSC		0.332%		300,000		7,556			890			6,666
Australian Government	1.000%	06/20/17	CIT		0.315%		400,000		11,660			4,549			7,111
Brazilian Government	1.000%	06/20/17	CIT		1.189%		1,600,000		(11,917	)		(21,914	)		9,997
Brazilian Government	1.000%	06/20/17	DUB		1.189%		400,000		(2,980	)		(4,361	)		1,381
Indonesia Government	1.000%	06/20/17	DUB		1.281%		200,000		(2,235	)		(5,884	)		3,649
Japanese Government	1.000%	06/20/17	MSC		0.609%		1,700,000		28,267			2,266			26,001
Indonesia Government	1.000%	06/20/17	UBS		1.281%		800,000		(8,939	)		(24,192	)		15,253
Reynolds American Inc	1.280%	06/20/17	DUB		0.655%		200,000		5,298			—			5,298
MetLife Inc	1.000%	03/20/18	DUB		1.172%		1,200,000		(9,527	)		(68,165	)		58,638
Mexico Government	1.000%	03/20/21	CIT		1.267%		100,000		(1,934	)		(4,247	)		2,313
Indonesia Government	1.000%	06/20/21	BRC		2.085%		1,500,000		(116,097	)		(95,221	)		(20,876	)
Mexico Government	1.000%	06/20/21	BRC		1.283%		1,200,000		(25,240	)		(34,805	)		9,565
									$95,287			($416,512	)		$511,799

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-18

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

March 31, 2013

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

Referenced Obligation	Fixed Deal Pay Rate	Expiration Date	Counter- party	Notional Amount (4)		Value (5)			Upfront Premiums Paid (Received)			Unrealized Depreciation
OTC - Dow Jones iTraxx 17SEN2	1.000%	06/20/17	BRC		EUR 1,400,000		$65,140			$91,912			($26,772	)
OTC - Dow Jones iTraxx 17SEN2	1.000%	06/20/17	CIT		200,000		9,305			13,130			(3,825	)
							$74,445			$105,042			($30,597	)
Credit Default Swaps on Credit Indices – Sell Protection (1)
Referenced Obligation	Fixed Deal Receive Rate	Expiration Date	Counter- party	Notional Amount (4)		Value (5)			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
OTC - Dow Jones CDX NA EM13 5Y	5.000%	06/20/15	BRC		$1,700,000		$76,586			$99,450			($22,864	)
OTC - Dow Jones CDX NA EM13 5Y	5.000%	06/20/15	DUB		900,000		40,545			117,500			(76,955	)
OTC - Dow Jones CDX NA EM13 5Y	5.000%	06/20/15	HSB		1,200,000		54,061			135,550			(81,489	)
OTC - Dow Jones CDX NA EM13 5Y	5.000%	06/20/15	MSC		900,000		40,546			101,250			(60,704	)
OTC - Dow Jones CDX NA IG-9 10Y	0.548%	12/20/17	GSC		96,450		1,673			—			1,673
OTC - CMBX.NA	0.080%	12/13/49	DUB		200,000		(6,297	)		(11,625	)		5,328
OTC - CMBX.NA	0.080%	12/13/49	GSC		100,000		(3,148	)		(3,750	)		602
OTC - CMBX.NA	0.350%	02/17/51	CIT		400,000		(11,717	)		(14,312	)		2,595
							$192,249			$424,063			($231,814	)
Total Credit Default Swaps							$361,981			$112,593			$249,388

(1) 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.

(2) 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.

(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 year 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 year 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		$394,641		$410,773			($16,132	)
OTC - 28-Day Mexico Interbank TIIE Banxico	BRC	Pay		5.600%		09/06/16		MXN 1,100,000		2,610		552			2,058
OTC - 28-Day Mexico Interbank TIIE Banxico	HSB	Pay		5.600%		09/06/16		2,100,000		4,983		820			4,163
OTC - 28-Day Mexico Interbank TIIE Banxico	MSC	Pay		5.600%		09/06/16		1,400,000		3,285		280			3,005
OTC - 28-Day Mexico Interbank TIIE Banxico	GSC	Pay		8.170%		11/04/16		1,200,000		11,165		1,757			9,408
OTC - 28-Day Mexico Interbank TIIE Banxico	BRC	Pay		5.500%		09/13/17		13,000,000		28,300		(10,195	)		38,495
OTC - 28-Day Mexico Interbank TIIE Banxico	HSB	Pay		5.500%		09/13/17		5,000,000		12,028		(1,920	)		13,948
OTC - 28-Day Mexico Interbank TIIE Banxico	MSC	Pay		5.500%		09/13/17		3,000,000		7,218		(1,453	)		8,671
OTC - 1-Day USD Federal Funds Rate Compounded - OIS	CME	Pay		1.000%		10/15/17		$35,300,000		3,884		(41,606	)		45,490
OTC - 28-Day Mexico Interbank TIIE Banxico	BRC	Pay		6.000%		09/02/22		MXN 27,000,000		83,331		(14,093	)		97,424
CME - 3-Month USD-LIBOR	CME	Receive		2.750%		06/19/43		$16,000,000		920,160		1,026,733			(106,573	)
Total Interest Rate Swaps										$1,471,605		$1,371,648			$99,957
Total Swap Agreements										$1,833,586		$1,484,241			$349,345

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-19

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

March 31, 2013

(l) As of March 31, 2013, investments with total aggregate values of $461,844, $1,458,077 and $9,580,251 were fully or partially segregated with the broker(s)/custodian as collateral for open futures contracts, swap contracts and reverse repurchase agreements, respectively. In addition, $145,000 in cash was segregated as collateral for 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 March 31, 2013:

		Total Value at March 31, 2013			Level 1 Quoted Price			Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Convertible Preferred Stocks		$3,866,250			$3,866,250			$—			$—
	Preferred Stocks		26,000			26,000			—			—
	Corporate Bonds & Notes		106,564,576			—			106,564,576			—
	Senior Loan Notes		2,016,562			—			2,016,562			—
	Mortgage-Backed Securities		254,134,763			—			254,134,763			—
	Asset-Backed Securities		21,231,632			—			21,231,632			—
	U.S. Government Agency Issues		65,759,008			—			65,759,008			—
	U.S. Treasury Obligations		175,671,090			—			175,671,090			—
	Foreign Government Bonds & Notes		41,782,101			—			41,782,101			—
	Municipal Bonds		29,697,354			—			29,697,354			—
	Short-Term Investments		4,631,978			865,158			3,766,820			—
	Derivatives:
	Credit Contracts
	Swaps		562,840			—			562,840			—
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		1,207,571			—			1,207,571			—
	Interest Rate Contracts
	Futures		208,061			208,061			—			—
	Swaps		1,471,605			—			1,471,605			—
	Total Interest Rate Contracts		1,679,666			208,061			1,471,605			—
	Total Assets - Derivatives		3,450,077			208,061			3,242,016			—
	Total Assets		708,831,391			4,965,469			703,865,922			—
Liabilities	Derivatives:
	Credit Contracts
	Swaps		(200,859	)		—			(200,859	)		—
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(604,903	)		—			(604,903	)		—
	Interest Rate Contracts
	Futures		(163,506	)		(163,506	)		—			—
	Written Options		(121,973	)		—			(118,744	)		(3,229	)
	Total Interest Rate Contracts		(285,479	)		(163,506	)		(118,744	)		(3,229	)
	Total Liabilities - Derivatives		(1,091,241	)		(163,506	)		(924,506	)		(3,229	)
	Total Liabilities		(1,091,241	)		(163,506	)		(924,506	)		(3,229	)
	Total		$707,740,150			$4,801,963			$702,941,416			($3,229	)

Certain of the fund’s liabilities are held at carrying amount, which approximates fair value for financial statement purposes. As of March 31, 2013 such liabilities are categorized within the three-tier hierarchy of inputs as follows:

		Total Value at March 31, 2013			Level 1 Quoted Price		Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Liabilities	Sale-Buyback Financing Transactions		($2,522,062	)		$—		($2,522,062	)		$—
	Reverse Repurchase Agreements		(9,570,250	)		—		(9,570,250	)		—
			($12,092,312	)		$—		($12,092,312	)		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-20

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments

March 31, 2013

	Principal Amount		Value
CORPORATE BONDS & NOTES - 51.3%
Consumer Discretionary - 3.6%
Carnival Corp (Panama) 1.200% due 02/05/16		$225,000		$225,463
CBS Corp 1.950% due 07/01/17		120,000		122,162
COX Communications Inc 5.450% due 12/15/14		161,000		173,954
DIRECTV Holdings LLC
1.750% due 01/15/18		340,000		336,598
3.550% due 03/15/15		200,000		209,462
4.750% due 10/01/14		850,000		899,503
Dollar General Corp 4.125% due 07/15/17		340,000		366,775
DR Horton Inc 4.750% due 05/15/17		325,000		346,531
Easton-Bell Sports Inc 9.750% due 12/01/16		130,000		140,239
NBCUniversal Enterprise Inc 0.965% due 04/15/18 § ~		290,000		289,432
NBCUniversal Media LLC 2.100% due 04/01/14		560,000		567,912
Speedway Motorsports Inc 8.750% due 06/01/16		140,000		148,400
Staples Inc 9.750% due 01/15/14		425,000		454,209
TCM Sub LLC 3.550% due 01/15/15 ~		1,060,000		1,102,390
The Interpublic Group of Cos Inc
2.250% due 11/15/17		365,000		365,473
6.250% due 11/15/14		398,000		427,850
The Walt Disney Co 0.280% due 02/11/15 §		955,000		954,920
Thomson Reuters Corp (Canada) 5.700% due 10/01/14		250,000		268,080
Time Warner Cable Inc
7.500% due 04/01/14		375,000		400,028
8.250% due 02/14/14		175,000		186,197
				7,985,578
Consumer Staples - 3.1%
Altria Group Inc 8.500% due 11/10/13		668,000		699,988
Avon Products Inc 2.375% due 03/15/16		195,000		197,666
BAT International Finance PLC (United Kingdom)
1.400% due 06/05/15 ~		710,000		718,830
8.125% due 11/15/13 ~		150,000		156,717
Bunge Ltd Finance Corp 3.200% due 06/15/17		730,000		756,144
Coca-Cola Amatil Ltd (Australia) 3.250% due 11/02/14 ~		705,000		729,685
General Mills Inc 0.601% due 01/29/16 §		140,000		140,218
Heineken NV (Netherlands) 1.400% due 10/01/17 ~		355,000		353,923
Imperial Tobacco Finance PLC (United Kingdom) 2.050% due 02/11/18 ~		755,000		760,967
Kraft Foods Group Inc 1.625% due 06/04/15		315,000		320,024
PepsiCo Inc 0.497% due 02/26/16 §		350,000		350,457
Pernod-Ricard SA (France) 2.950% due 01/15/17 ~		510,000		536,323
Reynolds American Inc 1.050% due 10/30/15		125,000		125,123
SABMiller Holdings Inc 1.850% due 01/15/15 ~		530,000		538,781

	Principal Amount		Value
Spectrum Brands Inc 9.500% due 06/15/18		$225,000		$255,938
The Coca-Cola Co 0.264% due 03/05/15 §		380,000		380,326
				7,021,110
Energy - 6.4%
Anadarko Petroleum Corp 6.375% due 09/15/17		345,000		412,367
Antero Resources Finance Corp 9.375% due 12/01/17		275,000		299,750
BG Energy Capital PLC (United Kingdom) 2.875% due 10/15/16 ~		755,000		800,614
Bill Barrett Corp 9.875% due 07/15/16		200,000		215,000
Canadian Natural Resources Ltd (Canada)
1.450% due 11/14/14		540,000		546,216
5.700% due 05/15/17		455,000		531,998
Chesapeake Energy Corp 3.250% due 03/15/16		375,000		380,156
DCP Midstream LLC
5.375% due 10/15/15 ~		365,000		396,971
9.700% due 12/01/13 ~		230,000		242,904
DCP Midstream Operating LP 2.500% due 12/01/17		245,000		249,107
Diamond Offshore Drilling Inc 5.150% due 09/01/14		284,000		301,834
Ensco PLC (United Kingdom) 3.250% due 03/15/16		500,000		532,982
Enterprise Products Operating LLC
1.250% due 08/13/15		340,000		342,685
5.600% due 10/15/14		316,000		338,862
Gazprom OAO (Luxembourg) 4.950% due 05/23/16 ~		360,000		386,042
Kinder Morgan Energy Partners LP
3.500% due 03/01/16		175,000		187,072
5.125% due 11/15/14		285,000		305,135
Magellan Midstream Partners LP 6.450% due 06/01/14		225,000		238,519
Marathon Oil Corp 0.900% due 11/01/15		470,000		469,152
Noble Corp (Cayman) 5.875% due 06/01/16		365,000		368,303
Noble Holding International Ltd (Cayman)
2.500% due 03/15/17		65,000		66,928
3.050% due 03/01/16		415,000		433,180
3.450% due 08/01/15		110,000		115,272
7.375% due 03/15/14		55,000		58,359
ONEOK Partners LP 3.250% due 02/01/16		640,000		676,621
Petrohawk Energy Corp
7.250% due 08/15/18		690,000		773,286
10.500% due 08/01/14		125,000		132,221
Phillips 66 1.950% due 03/05/15		290,000		296,511
Pioneer Natural Resources Co 5.875% due 07/15/16		620,000		701,749
Regency Energy Partners LP 9.375% due 06/01/16		27,000		28,755
Rowan Cos Inc 5.000% due 09/01/17		120,000		133,942
Talisman Energy Inc (Canada) 5.125% due 05/15/15		455,000		488,725
Tennessee Gas Pipeline Co LLC 8.000% due 02/01/16		410,000		486,793
Transocean Inc (Cayman)
2.500% due 10/15/17		330,000		334,676
4.950% due 11/15/15		355,000		384,343
5.050% due 12/15/16		130,000		144,581

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-21

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
Williams Partners LP 3.800% due 02/15/15		$645,000		$679,529
Woodside Finance Ltd (Australia) 4.500% due 11/10/14 ~		705,000		744,350
				14,225,490
Financials - 20.6%
ACE INA Holdings Inc 5.875% due 06/15/14		710,000		754,699
Aflac Inc 2.650% due 02/15/17		75,000		78,951
Ally Financial Inc 3.125% due 01/15/16		500,000		506,627
American Express Credit Corp 5.125% due 08/25/14		660,000		701,396
American Honda Finance Corp 1.450% due 02/27/15 ~		650,000		659,172
American International Group Inc
3.000% due 03/20/15		175,000		181,647
4.250% due 09/15/14		910,000		953,868
American Tower Corp REIT 4.625% due 04/01/15		1,095,000		1,168,222
Anglo American Capital PLC (United Kingdom) 2.150% due 09/27/13 ~		250,000		251,409
ANZ International Ltd (New Zealand) 1.850% due 10/15/15 ~		830,000		847,081
Bank of America Corp
1.104% due 03/22/16 §		225,000		224,310
1.250% due 01/11/16		365,000		363,850
1.500% due 10/09/15		1,225,000		1,229,803
Bank of Nova Scotia (Canada) 0.750% due 10/09/15		540,000		540,121
Barclays Bank PLC (United Kingdom) 5.200% due 07/10/14		1,100,000		1,159,972
BB&T Corp
1.600% due 08/15/17		245,000		247,743
5.700% due 04/30/14		350,000		369,561
Berkshire Hathaway Inc 0.800% due 02/11/16		365,000		367,312
Boston Properties LP 5.000% due 06/01/15		470,000		511,558
Capital One Financial Corp
2.125% due 07/15/14		135,000		137,155
2.150% due 03/23/15		660,000		673,860
7.375% due 05/23/14		275,000		295,287
CIT Group Inc 4.750% due 02/15/15 ~		230,000		241,500
Citigroup Inc
1.084% due 04/01/16 §		820,000		821,082
1.250% due 01/15/16		720,000		719,682
CNH Capital LLC 3.875% due 11/01/15		770,000		793,100
Commonwealth Bank of Australia (Australia) 1.950% due 03/16/15		675,000		691,322
Daimler Finance North America LLC
0.894% due 03/28/14 § ~		500,000		501,384
1.875% due 09/15/14 ~		190,000		192,853
DNB Bank ASA (Norway) 3.200% due 04/03/17 ~		785,000		832,538
Fifth Third Bancorp
3.625% due 01/25/16		85,000		90,934
6.250% due 05/01/13		425,000		426,934
Fifth Third Bank 0.400% due 05/17/13 §		250,000		250,004
Ford Motor Credit Co LLC
2.750% due 05/15/15		640,000		653,624
3.000% due 06/12/17		250,000		256,748
3.875% due 01/15/15		400,000		416,006

	Principal Amount		Value
General Electric Capital Corp
0.994% due 04/02/18 §		$925,000		$925,226
2.375% due 06/30/15		625,000		646,950
Harley-Davidson Financial Services Inc 1.150% due 09/15/15 ~		445,000		446,816
HSBC Finance Corp 0.554% due 01/15/14 §		100,000		99,906
HSBC USA Inc 2.375% due 02/13/15		235,000		241,907
Hyundai Capital America 1.625% due 10/02/15 ~		195,000		196,451
Hyundai Capital Services Inc (South Korea)
3.500% due 09/13/17 ~		200,000		213,135
4.375% due 07/27/16 ~		525,000		567,866
JPMorgan Chase & Co
0.908% due 02/26/16 §		440,000		440,571
2.000% due 08/15/17		1,125,000		1,147,244
KeyBank NA 4.950% due 09/15/15		180,000		196,152
KeyCorp 3.750% due 08/13/15		325,000		346,502
Kilroy Realty LP 5.000% due 11/03/15		405,000		441,040
MetLife Inc 2.375% due 02/06/14		125,000		127,019
Metropolitan Life Global Funding I
1.500% due 01/10/18 ~		365,000		367,181
1.700% due 06/29/15 ~		860,000		878,662
Morgan Stanley
1.538% due 02/25/16 §		1,060,000		1,065,270
1.902% due 01/24/14 §		985,000		993,325
National Bank of Canada (Canada) 1.450% due 11/07/17		965,000		962,862
National Rural Utilities Cooperative Finance Corp 1.000% due 02/02/15		80,000		80,800
New York Life Global Funding 2.450% due 07/14/16 ~		580,000		609,070
Nissan Motor Acceptance Corp 1.950% due 09/12/17 ~		605,000		614,824
Nordea Bank AB (Sweden) 2.125% due 01/14/14 ~		760,000		768,985
PNC Funding Corp 3.625% due 02/08/15		350,000		368,681
Principal Financial Group Inc 1.850% due 11/15/17		115,000		116,376
Principal Life Global Funding II 1.125% due 09/18/15 ~		560,000		562,089
Prudential Financial Inc 5.100% due 09/20/14		705,000		749,873
Regions Financial Corp
5.750% due 06/15/15		200,000		217,133
7.750% due 11/10/14		205,000		226,095
Simon Property Group LP 4.200% due 02/01/15		515,000		543,477
SLM Corp 4.625% due 09/25/17		910,000		946,599
Societe Generale SA (France) 2.500% due 01/15/14 ~		225,000		228,510
Sumitomo Mitsui Banking Corp (Japan)
0.900% due 01/18/16		280,000		279,338
1.900% due 01/12/15 ~		705,000		717,495
Sumitomo Mitsui Trust Bank Ltd (Japan) 1.800% due 03/28/18 ~		720,000		721,711
Sun Life Financial Global Funding III LP 0.574% due 10/06/13 § ~		775,000		774,980
Swedbank AB (Sweden) 1.750% due 03/12/18 ~		1,065,000		1,062,555
The Bank of New York Mellon Corp 0.513% due 03/04/16 §		555,000		555,238

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-22

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
The Goldman Sachs Group Inc 1.600% due 11/23/15		$1,485,000		$1,499,565
The Royal Bank of Scotland Group PLC (United Kingdom) 2.550% due 09/18/15		415,000		426,787
Toyota Motor Credit Corp 0.430% due 03/10/15 §		215,000		215,310
UBS AG (Switzerland) 1.301% due 01/28/14 §		400,000		402,093
Union Bank NA 2.125% due 06/16/17		435,000		448,365
Ventas Realty LP REIT
2.000% due 02/15/18		170,000		171,236
3.125% due 11/30/15		650,000		687,530
Volkswagen International Finance NV (Netherlands) 1.625% due 03/22/15 ~		795,000		805,383
WEA Finance LLC 5.750% due 09/02/15 ~		490,000		544,485
Wells Fargo & Co
1.250% due 02/13/15		700,000		708,394
2.100% due 05/08/17		615,000		635,064
				46,103,441
Health Care - 3.2%
Actavis Inc
1.875% due 10/01/17		385,000		390,076
5.000% due 08/15/14		485,000		511,801
AbbVie Inc 1.200% due 11/06/15 ~		970,000		978,159
Agilent Technologies Inc
2.500% due 07/15/13		220,000		221,280
6.500% due 11/01/17		565,000		677,599
Boston Scientific Corp 4.500% due 01/15/15		330,000		350,233
Cardinal Health Inc
1.900% due 06/15/17		270,000		274,488
5.500% due 06/15/13		505,000		509,994
Catholic Health Initiatives 1.600% due 11/01/17		65,000		65,868
Celgene Corp 1.900% due 08/15/17		115,000		116,936
Express Scripts Holding Co
2.750% due 11/21/14		615,000		633,697
3.125% due 05/15/16		350,000		370,040
Gilead Sciences Inc 2.400% due 12/01/14		570,000		585,963
Life Technologies Corp 4.400% due 03/01/15		225,000		237,396
McKesson Corp 0.950% due 12/04/15		185,000		185,628
UnitedHealth Group Inc
0.850% due 10/15/15		200,000		200,732
1.875% due 11/15/16		155,000		160,219
WellPoint Inc
1.250% due 09/10/15		300,000		302,662
6.000% due 02/15/14		300,000		314,031
				7,086,802
Industrials - 3.1%
Aircastle Ltd (Bermuda) 9.750% due 08/01/18		330,000		378,263
Eaton Corp 1.500% due 11/02/17 ~		265,000		266,171
ERAC USA Finance LLC
1.400% due 04/15/16 ~		55,000		55,366
2.750% due 07/01/13 ~		915,000		919,914
2.750% due 03/15/17 ~		175,000		182,536
Florida East Coast Railway Corp 8.125% due 02/01/17		290,000		312,475

	Principal Amount		Value
GATX Corp
2.375% due 07/30/18		$110,000		$111,452
3.500% due 07/15/16		360,000		381,597
General Electric Co 0.850% due 10/09/15		740,000		742,930
Heathrow Funding Ltd (United Kingdom) 2.500% due 06/25/15 ~		610,000		628,451
John Deere Capital Corp 0.404% due 01/12/15 §		785,000		785,482
Norfolk Southern Corp 5.750% due 01/15/16		930,000		1,050,779
Penske Truck Leasing Co LP 2.875% due 07/17/18 ~		150,000		153,216
Roper Industries Inc
1.850% due 11/15/17		105,000		106,023
6.625% due 08/15/13		150,000		153,201
Southwest Airlines Co 5.250% due 10/01/14		315,000		333,013
Waste Management Inc
5.000% due 03/15/14		150,000		156,153
6.375% due 03/11/15		260,000		287,346
				7,004,368
Information Technology - 2.2%
Altera Corp 1.750% due 05/15/17		335,000		342,785
Arrow Electronics Inc 3.375% due 11/01/15		205,000		212,985
Autodesk Inc 1.950% due 12/15/17		170,000		168,636
Broadcom Corp
1.500% due 11/01/13		150,000		150,889
2.375% due 11/01/15		200,000		208,695
Fiserv Inc 3.125% due 06/15/16		740,000		780,372
Hewlett-Packard Co
2.350% due 03/15/15		220,000		224,557
2.625% due 12/09/14		300,000		307,704
HP Enterprise Services LLC 6.000% due 08/01/13		375,000		381,477
International Business Machines Corp 0.273% due 02/04/15 §		1,390,000		1,390,648
Xerox Corp
1.110% due 05/16/14 §		400,000		398,854
2.950% due 03/15/17		70,000		72,190
5.650% due 05/15/13		275,000		276,526
				4,916,318
Materials - 2.1%
ArcelorMittal (Luxembourg) 5.375% due 06/01/13		375,000		377,379
Ashland Inc 3.000% due 03/15/16 ~		525,000		535,500
Barrick Gold Corp (Canada) 1.750% due 05/30/14		330,000		333,717
Barrick Gold Financeco LLC 6.125% due 09/15/13		400,000		409,653
CRH America Inc 5.300% due 10/15/13		150,000		153,478
Eastman Chemical Co 2.400% due 06/01/17		230,000		239,074
Goldcorp Inc (Canada) 2.125% due 03/15/18		230,000		231,132
International Paper Co 5.300% due 04/01/15		295,000		319,004
Rio Tinto Finance USA Ltd (Australia) 8.950% due 05/01/14		640,000		696,434
Rock-Tenn Co 3.500% due 03/01/20		495,000		507,068

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-23

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
Teck Resources Ltd (Canada) 2.500% due 02/01/18		$140,000		$141,526
The Dow Chemical Co 2.500% due 02/15/16		725,000		755,631
				4,699,596
Telecommunication Services - 2.8%
America Movil SAB de CV (Mexico)
2.375% due 09/08/16		275,000		284,288
3.625% due 03/30/15		200,000		210,674
AT&T Inc 0.677% due 02/12/16 §		435,000		437,105
CC Holdings GS V LLC 2.381% due 12/15/17 ~		465,000		468,733
Crown Castle Towers LLC 4.523% due 01/15/15 ~		550,000		584,525
Digicel Ltd (Bermuda) 12.000% due 04/01/14 ~		125,000		133,125
GTP Acquisition Partners I LLC 4.347% due 06/15/16 ~		190,000		202,325
Rogers Communications Inc (Canada) 6.375% due 03/01/14		1,000,000		1,051,594
SBA Tower Trust 2.933% due 12/15/17 ~		715,000		752,419
Telecom Italia Capital SA (Luxembourg) 5.250% due 11/15/13		565,000		576,875
Telefonica Emisiones SAU (Spain) 2.582% due 04/26/13		280,000		280,451
UPC Holding BV (Netherlands) 9.875% due 04/15/18 ~		415,000		465,319
Verizon Communications Inc 0.481% due 03/06/15 § ~		545,000		545,049
Vivendi SA (France) 2.400% due 04/10/15 ~		305,000		311,475
				6,303,957
Utilities - 4.2%
Alabama Power Co 0.550% due 10/15/15		255,000		255,058
CenterPoint Energy Resources Corp 7.875% due 04/01/13		75,000		75,000
CMS Energy Corp
2.750% due 05/15/14		585,000		597,641
4.250% due 09/30/15		200,000		215,695
Commonwealth Edison Co 1.950% due 09/01/16		120,000		124,404
Dominion Resources Inc
1.400% due 09/15/17		645,000		647,221
1.800% due 03/15/14		325,000		328,682
1.950% due 08/15/16		165,000		170,309
DTE Energy Co 7.625% due 05/15/14		305,000		328,195
Duke Energy Corp
1.625% due 08/15/17		220,000		222,275
2.150% due 11/15/16		460,000		475,816
Enel Finance International NV (Netherlands) 3.875% due 10/07/14 ~		145,000		149,090
Florida Gas Transmission Co LLC 4.000% due 07/15/15 ~		165,000		175,100
Georgia Power Co
0.600% due 03/15/16 §		220,000		220,288
1.300% due 09/15/13		325,000		326,454
Great Plains Energy Inc 2.750% due 08/15/13		225,000		226,400
Iberdrola Finance Ireland Ltd (Ireland) 3.800% due 09/11/14 ~		275,000		283,261
Korea Hydro & Nuclear Power Co Ltd (South Korea) 3.125% due 09/16/15 ~		275,000		287,587

	Principal Amount		Value
MidAmerican Energy Holdings Co 5.000% due 02/15/14		$250,000		$259,466
Mississippi Power Co 2.350% due 10/15/16		120,000		125,926
Monongahela Power Co Inc 7.950% due 12/15/13 ~		1,040,000		1,090,632
NextEra Energy Capital Holdings Inc 1.200% due 06/01/15		185,000		186,498
Nisource Finance Corp 5.400% due 07/15/14		525,000		554,575
PacifiCorp 5.450% due 09/15/13		200,000		204,523
Progress Energy Inc 6.050% due 03/15/14		150,000		157,626
PSEG Power LLC 2.750% due 09/15/16		130,000		135,327
Sempra Energy 1.040% due 03/15/14 §		450,000		452,429
Sierra Pacific Power Co 5.450% due 09/01/13		242,000		246,786
The Southern Co 1.950% due 09/01/16		145,000		149,825
Veolia Environnement SA (France) 5.250% due 06/03/13		250,000		251,557
Wisconsin Electric Power Co 6.000% due 04/01/14		375,000		394,500
				9,318,146
Total Corporate Bonds & Notes (Cost $113,112,031)				114,664,806
MORTGAGE-BACKED SECURITIES - 21.4%
Collateralized Mortgage Obligations - Commercial - 4.5%
Banc of America Commercial Mortgage Trust 5.634% due 07/10/46 "		930,000		1,047,795
Banc of America Merrill Lynch Commercial Mortgage Inc 4.668% due 07/10/43 "		435,000		466,388
Bear Stearns Commercial Mortgage Securities Trust
4.674% due 06/11/41 "		150,000		160,505
4.715% due 02/11/41 "		563,484		573,657
4.978% due 07/11/42 " §		625,000		655,985
5.116% due 02/11/41 " §		260,000		278,037
5.200% due 01/12/41 " §		611,511		629,320
5.201% due 12/11/38 "		195,000		220,212
5.540% due 09/11/41 "		175,000		197,985
Citigroup Commercial Mortgage Trust 5.365% due 04/15/40 " §		305,000		316,590
Commercial Mortgage Trust
1.156% due 12/10/44 "		71,525		72,176
5.167% due 06/10/44 " §		70,000		76,488
5.524% due 07/10/37 " §		100,000		104,395
DBUBS Mortgage Trust 2.238% due 08/10/44 "		120,788		122,844
Greenwich Capital Commercial Funding Corp 5.866% due 07/10/38 " §		145,000		164,145
GS Mortgage Securities Trust 5.553% due 04/10/38 " §		320,000		354,596
JP Morgan Chase Commercial Mortgage Securities Corp
1.031% due 05/15/45 "		54,464		54,872
4.719% due 01/15/38 "		330,000		336,906
4.996% due 08/15/42 " §		400,000		436,521
5.370% due 06/12/41 " §		620,000		647,959
LB-UBS Commercial Mortgage Trust
4.954% due 09/15/30 "		75,000		81,053
5.866% due 06/15/38 " §		915,000		1,040,652

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-24

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
Merrill Lynch Countrywide Commercial Mortgage Trust 5.891% due 06/12/46 " §		$645,000		$734,307
Morgan Stanley Capital I Trust
5.270% due 06/13/41 " §		620,000		647,969
5.731% due 07/12/44 " §		350,000		394,929
WF-RBS Commercial Mortgage Trust 1.607% due 06/15/44 " ~		232,643		236,140
				10,052,426
Collateralized Mortgage Obligations - Residential - 4.5%
Fannie Mae
0.654% due 07/25/42 " §		885,391		893,966
5.000% due 08/25/19 "		360,329		387,142
Fosse Master Issuer PLC (United Kingdom)
1.703% due 10/18/54 " § ~		405,025		412,216
Freddie Mac
0.653% due 05/15/36 " §		1,145,277		1,158,544
0.703% due 08/15/41 " §		1,413,215		1,426,708
1.426% due 08/25/17 "		640,000		653,316
Government National Mortgage Association
0.653% due 07/16/42 " §		2,422,113		2,446,652
2.000% due 06/16/42 "		875,257		896,710
HarborView Mortgage Loan Trust 0.423% due 05/19/35 " §		151,627		124,275
Holmes Master Issuer PLC (United Kingdom) 1.954% due 10/15/54 " § ~		775,000		791,412
Silverstone Master Issuer PLC (United Kingdom)
1.852% due 01/21/55 " § ~		150,000		152,649
1.852% due 01/21/55 " § ~		525,000		538,890
Structured Adjustable Rate Mortgage Loan Trust 2.816% due 11/25/34 " §		262,214		265,706
				10,148,186
Fannie Mae - 10.1%
2.195% due 01/01/35 " §		1,110,744		1,177,818
2.388% due 09/01/34 " §		759,200		809,920
2.493% due 11/01/34 " §		576,685		622,257
2.500% due 10/01/27 "		1,069,648		1,111,223
2.606% due 09/01/35 " §		955,960		1,031,973
3.000% due 09/01/27 "		1,459,804		1,537,721
3.500% due 12/01/25 - 01/01/27 "		3,064,951		3,251,918
4.000% due 07/01/25 - 10/01/41 "		3,706,330		3,966,365
4.500% due 04/01/26 - 07/01/26 "		1,579,943		1,700,591
5.000% due 07/01/19 - 07/01/41 "		2,974,215		3,223,488
5.500% due 01/01/35 - 12/01/39 "		3,298,103		3,617,382
6.000% due 11/01/35 "		417,226		460,757
				22,511,413
Freddie Mac - 1.4%
4.500% due 11/01/23 "		2,013,133		2,146,415
5.000% due 11/01/16 – 04/01/18 "		101,982		109,159
5.500% due 01/01/20 – 12/01/39 "		821,157		889,448
				3,145,022
Government National Mortgage Association - 0.9%
2.500% due 09/20/27 "		1,104,509		1,151,587
3.000% due 09/20/27 "		804,893		856,905
				2,008,492
Total Mortgage-Backed Securities (Cost $47,785,928)				47,865,539
ASSET-BACKED SECURITIES - 13.3%
Ally Auto Receivables Trust 0.930% due 02/16/16 "		155,000		155,803
Ally Master Owner Trust
1.000% due 02/15/18 "		230,000		230,560
1.003% due 02/15/17 " §		725,000		730,845
1.210% due 06/15/17 "		1,060,000		1,068,590
2.150% due 01/15/16 "		155,000		156,971

	Principal Amount		Value
American Express Credit Account Master Trust
0.373% due 04/17/17 " §		$315,000		$315,506
0.990% due 03/15/18 "		440,000		441,057
1.070% due 05/15/18 " ~		100,000		100,774
1.290% due 03/15/18 " ~		500,000		504,359
AmeriCredit Automobile Receivables Trust
0.620% due 06/08/17 "		195,000		194,966
1.050% due 10/11/16 "		270,000		271,703
1.170% due 05/09/16 "		345,000		346,933
1.730% due 02/08/17 "		200,000		203,122
2.330% due 03/08/16 "		240,000		243,214
Bank of America Auto Trust 0.780% due 06/15/16 "		560,000		562,113
BMW Vehicle Lease Trust 0.540% due 09/21/15 "		440,000		439,902
Capital Auto Receivables Asset Trust
0.790% due 06/20/17 "		520,000		521,033
8.250% due 01/15/15 " ~		365,000		372,210
CarMax Auto Owner Trust 0.520% due 07/17/17 "		430,000		430,206
CIT Equipment Collateral 1.100% due 08/22/16 " ~		245,000		245,954
Citigroup Mortgage Loan Trust Inc 0.364% due 06/25/37 " §		331,870		299,641
CNH Equipment Trust
0.570% due 12/15/17 "		820,000		820,734
0.690% due 06/15/18 "		755,000		756,035
0.910% due 08/15/16 "		300,000		301,156
0.940% due 05/15/17 "		150,000		150,825
1.030% due 11/17/14 "		2,918		2,919
Enterprise Fleet Financing LLC 0.680% due 09/20/18 " ~		480,000		479,861
Ford Credit Auto Lease Trust
0.850% due 01/15/15 "		210,000		210,590
1.100% due 12/15/15 " ~		100,000		100,110
1.500% due 03/15/17 " ~		125,000		125,123
Ford Credit Auto Owner Trust 4.050% due 10/15/16 "		100,000		104,440
Ford Credit Floorplan Master Owner Trust
0.740% due 09/15/16 "		555,000		556,106
4.200% due 02/15/17 " ~		365,000		389,340
4.990% due 02/15/17 " ~		260,000		274,536
GE Capital Credit Card Master Note Trust 1.030% due 01/15/18 "		535,000		540,110
GE Dealer Floorplan Master Note Trust
0.643% due 10/20/17 " §		630,000		631,673
0.803% due 07/20/16 " §		270,000		271,786
GE Equipment Midticket LLC 0.780% due 09/22/20 "		410,000		411,023
GE Equipment Small Ticket LLC 1.040% due 09/21/15 " ~		135,000		135,525
GSAA Home Equity Trust
0.262% due 07/25/37 " §		337,617		290,721
0.484% due 10/25/35 " §		114,579		105,143
0.574% due 10/25/35 " §		585,000		535,810
GSAA Trust 0.634% due 06/25/35 " §		416,433		381,452
Honda Auto Receivables Owner Trust
0.560% due 05/15/16 "		1,030,000		1,031,146
0.770% due 01/15/16 "		725,000		727,624
Huntington Auto Trust
0.810% due 09/15/16 "		470,000		471,879
1.010% due 01/15/16 " ~		231,079		232,069
Hyundai Auto Receivables Trust
0.720% due 03/15/16 "		205,000		205,666
0.730% due 06/15/18 "		565,000		565,054
0.750% due 09/17/18 "		215,000		215,101
0.810% due 03/15/18 "		840,000		843,336
3.510% due 11/15/17 "		290,000		307,016

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-25

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
Mercedes-Benz Auto Lease Trust
0.880% due 11/17/14 "		$220,000		$220,704
1.070% due 11/15/17 "		180,000		180,873
Mercedes-Benz Auto Receivables Trust 1.220% due 12/15/17 "		680,000		686,225
Motor PLC (United Kingdom) 1.286% due 02/25/20 " ~		250,000		251,741
Navistar Financial Dealer Note Master Trust 0.874% due 01/25/18 " § ~		535,000		535,246
Nissan Auto Lease Trust
0.920% due 02/16/15 "		375,000		376,086
1.040% due 08/15/14 "		620,669		621,957
Nissan Auto Receivables Owner Trust
0.460% due 10/17/16 "		555,000		554,840
0.730% due 05/16/16 "		505,000		507,136
Sierra Timeshare Receivables Funding Co LLC 1.590% due 11/20/29 " ~		255,000		254,956
SMART Trust (Australia)
0.840% due 09/14/16 "		245,000		244,859
0.970% due 03/14/17 "		195,000		195,312
1.500% due 05/14/16 " ~		215,000		216,978
1.540% due 03/14/15 " ~		88,470		88,993
1.590% due 10/14/16 " ~		505,000		511,171
Toyota Auto Receivables Owner Trust 0.750% due 02/16/16 "		790,000		792,952
Volkswagen Auto Loan Enhanced Trust 0.850% due 08/22/16 "		245,000		246,228
Wells Fargo Home Equity Asset-Backed Securities Trust 0.354% due 01/25/37 " §		334,449		301,546
Wheels SPV LLC 1.190% due 03/20/21 " ~		263,418		264,961
World Financial Network Credit Card Master Trust 0.333% due 02/15/17 " § ~		1,100,000		1,099,977
World Omni Auto Receivables Trust 0.640% due 02/15/17 "		865,000		868,541
World Omni Master Owner Trust 0.602% due 02/15/18 " § ~		655,000		655,441
Total Asset-Backed Securities (Cost $29,600,620)				29,686,094
U.S. GOVERNMENT AGENCY ISSUES - 4.0%
Fannie Mae
0.500% due 07/02/15		400,000		401,467
0.750% due 12/19/14		1,055,000		1,063,835
0.875% due 08/28/14		990,000		999,099
1.000% due 09/23/13		525,000		527,193
Federal Home Loan Bank 0.500% due 11/20/15		3,125,000		3,136,753
Freddie Mac
0.500% due 04/17/15		730,000		733,227
0.750% due 11/25/14		700,000		706,038
0.875% due 10/28/13		1,325,000		1,330,686
Total U.S. Government Agency Issues (Cost $8,856,951)				8,898,298
U.S. TREASURY OBLIGATIONS - 4.3%
U.S. Treasury Inflation Protected Securities - 2.3%
0.500% due 04/15/15 ^		1,174,074		1,233,970
1.875% due 07/15/13 ^		3,028,163		3,089,198
2.000% due 07/15/14 ^		903,336		956,619
				5,279,787
U.S. Treasury Notes - 2.0%
0.250% due 05/31/14 ‡		4,500,000		4,503,870
Total U.S. Treasury Obligations (Cost $9,727,437)				9,783,657

	Principal Amount		Value
FOREIGN GOVERNMENT NOTES - 0.5%
Mexican Udibonos (Mexico) 3.500% due 12/14/17 ^		MXN 12,337,745		$1,112,463
Total Foreign Government Notes (Cost $1,070,755)				1,112,463
	Shares
SHORT-TERM INVESTMENT - 5.4%
Money Market Fund - 5.4%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		12,064,690		12,064,690
Total Short-Term Investment (Cost $12,064,690)				12,064,690
TOTAL INVESTMENTS - 100.2% (Cost $222,218,412)				224,075,547
OTHER ASSETS & LIABILITIES, NET - (0.2%)				(474,849	)
NET ASSETS - 100.0%				$223,600,698

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Corporate Bonds & Notes	51.3%
Mortgage-Backed Securities	21.4%
Asset-Backed Securities	13.3%
Short-Term Investment	5.4%
U.S. Treasury Obligations	4.3%
U.S. Government Agency Issues	4.0%
Others (each less than 3.0%)	0.5%
	100.2%
Other Assets & Liabilities, Net	(0.2%	)
	100.0%

(b) As of March 31, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were are follows (Unaudited):

AAA	11.4%
AA / U.S. Government & Agency Issue	29.8%
A	22.6%
BBB	23.8%
BB	3.6%
B	1.2%
CCC	0.2%
Not Rated	7.4%
	100.0%

(c) Open futures contracts outstanding as of March 31, 2013 were as follows:

Short Futures Outstanding	Number of Contracts		Notional Amount		Unrealized Appreciation (Depreciation)
U.S. Treasury 10-Year Notes (06/13)		34		$3,400,000		($15,897	)
U.S. Treasury 10-Year Notes (06/13)		16		1,600,000		2,198
Total Futures Contracts						($13,699	)

(d) As of March 31, 2013, an investment with a value of $70,060 was fully or partially segregated with the broker(s)/custodian as collateral for open futures contracts.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-26

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

March 31, 2013

(e) Forward foreign currency contracts outstanding as of March 31, 2013 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty		Unrealized Depreciation
USD	1,081,473	MXN	13,535,930		06/13		RBC		($5,873	)

(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 March 31, 2013:

		Total Value at March 31, 2013			Level 1 Quoted Price			Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$114,664,806			$—			$114,664,806			$—
	Mortgage-Backed Securities		47,865,539			—			47,865,539			—
	Asset-Backed Securities		29,686,094			—			28,769,445			916,649
	U.S. Government Agency Issues		8,898,298			—			8,898,298			—
	U.S. Treasury Obligations		9,783,657			—			9,783,657			—
	Foreign Government Notes		1,112,463			—			1,112,463			—
	Short-Term Investment		12,064,690			12,064,690			—			—
	Derivatives:
	Interest Rate Contracts
	Futures		2,198			2,198			—			—
	Total Assets		224,077,745			12,066,888			211,094,208			916,649
Liabilities	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(5,873	)		—			(5,873	)		—
	Interest Rate Contracts
	Futures		(15,897	)		(15,897	)		—			—
	Total Liabilities - Derivatives		(21,770	)		(15,897	)		(5,873	)		—
	Total Liabilities		(21,770	)		(15,897	)		(5,873	)		—
	Total		$224,055,975			$12,050,991			$211,088,335			$916,649

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-27

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments

March 31, 2013

	Principal Amount		Value
CORPORATE BONDS & NOTES - 39.0%
Austria - 0.4%
OGX Austria GmbH
8.375% due 04/01/22 ~		$200,000		$151,500
8.500% due 06/01/18 ~		200,000		157,000
				308,500
Azerbaijan - 0.3%
State Oil Co of the Azerbaijan Republic 5.450% due 02/09/17 ~		200,000		214,000
Barbados - 0.3%
Columbus International Inc 11.500% due 11/20/14 ~		250,000		281,250
Bermuda - 1.9%
Central European Media Enterprises Ltd 11.625% due 09/15/16 ~		EUR 250,000		334,083
China Oriental Group Co Ltd
7.000% due 11/17/17 ~		$100,000		99,250
8.000% due 08/18/15 ~		200,000		205,500
Digicel Group Ltd
8.250% due 09/30/20 ~		300,000		321,000
10.500% due 04/15/18 ~		100,000		112,250
Digicel Ltd 7.000% due 02/15/20 ~		200,000		211,000
Qtel International Finance Ltd
3.875% due 01/31/28 ~		50,000		49,490
4.500% due 01/31/43 ~		100,000		96,500
7.875% due 06/10/19 ~		160,000		209,600
				1,638,673
Cayman - 5.6%
Agile Property Holdings Ltd 8.875% due 04/28/17 ~		100,000		107,600
Amber Circle Funding Ltd 3.250% due 12/04/22 ~		230,000		230,455
Central China Real Estate Ltd 12.250% due 10/20/15 ~		100,000		110,750
China Shanshui Cement Group Ltd 10.500% due 04/27/17 ~		200,000		225,000
Country Garden Holdings Co Ltd 7.500% due 01/10/23 ~		200,000		205,260
Dar Al-Arkan International Sukuk Co II 10.750% due 02/18/15 ~		300,000		330,375
Dubai DOF Sukuk Ltd 6.450% due 05/02/22 ~		50,000		58,750
Dubai Holding Commercial Operations MTN Ltd
4.750% due 01/30/14		EUR 350,000		449,771
6.000% due 02/01/17		GBP 200,000		308,450
Emaar Sukuk Ltd 6.400% due 07/18/19 ~		$200,000		220,500
Evergrande Real Estate Group Ltd
7.500% due 01/19/14 ~		CNY 1,000,000		163,478
9.250% due 01/19/16 ~		1,400,000		230,018
13.000% due 01/27/15 ~		$250,000		274,375
Fibria Overseas Finance Ltd 6.750% due 03/03/21 ~		200,000		222,900
Hidili Industry International Development Ltd 8.625% due 11/04/15 ~		200,000		148,500
Jafz Sukuk Ltd 7.000% due 06/19/19 ~		50,000		56,875
JBS Finance II Ltd 8.250% due 01/29/18 ~		300,000		331,500
Kuwait Projects Co 9.375% due 07/15/20		200,000		256,500

	Principal Amount		Value
Longfor Properties Co Ltd 9.500% due 04/07/16 ~		$200,000		$221,000
Marfrig Overseas Ltd 9.500% due 05/04/20 ~		200,000		190,000
Mongolian Mining Corp 8.875% due 03/29/17 ~		200,000		206,000
Nile Finance Ltd 5.250% due 08/05/15 ~		120,000		110,700
Shimao Property Holdings Ltd 9.650% due 08/03/17 ~		100,000		109,940
				4,768,697
Chile - 1.5%
Automotores Gildemeister SA 6.750% due 01/15/23 ~		150,000		157,875
Banco del Estado de Chile 4.125% due 10/07/20 ~		120,000		129,627
Corp Nacional del Cobre de Chile
3.750% due 11/04/20 ~		130,000		136,859
7.500% due 01/15/19 ~		180,000		227,469
Empresa Nacional del Petroleo
5.250% due 08/10/20 ~		100,000		106,371
6.250% due 07/08/19 ~		130,000		146,286
Inversiones Alsacia SA 8.000% due 08/18/18 ~		130,862		124,483
SMU SA 7.750% due 02/08/20 ~		200,000		215,000
				1,243,970
Colombia - 0.1%
Ecopetrol SA 7.625% due 07/23/19		100,000		125,750
El Salvador - 0.1%
Telemovil Finance Co Ltd 8.000% due 10/01/17 ~		100,000		109,500
Georgia - 0.3%
Georgian Railway JSC 7.750% due 07/11/22 ~		200,000		229,500
Hong Kong - 0.4%
Fosun International Ltd 7.500% due 05/12/16 ~		200,000		212,500
Industrial & Commercial Bank of China Asia Ltd 5.125% due 11/30/20 ~		150,000		166,901
				379,401
Indonesia - 0.3%
P.T. Pertamina Persero 6.000% due 05/03/42 ~		200,000		205,520
P.T. Perusahaan Listrik Negara 5.250% due 10/24/42 ~		50,000		48,188
				253,708
Ireland - 3.0%
Alfa Bank OJSC 7.500% due 09/26/19 ~		200,000		212,750
Brunswick Rail Finance Ltd 6.500% due 11/01/17 ~		200,000		212,500
Credit Bank of Moscow 7.700% due 02/01/18 ~		200,000		208,000
Metalloinvest Finance Ltd 6.500% due 07/21/16 ~		200,000		211,126
MTS International Funding Ltd 8.625% due 06/22/20 ~		300,000		382,500

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-28

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
Rosneft Oil Co 4.199% due 03/06/22 ~		$200,000		$198,750
VEB-Leasing 5.125% due 05/27/16 ~		200,000		211,000
Vnesheconombank
5.450% due 11/22/17 ~		50,000		54,390
6.800% due 11/22/25 ~		280,000		329,000
6.902% due 07/09/20 ~		510,000		594,787
				2,614,803
Kazakhstan - 1.1%
ATF Bank JSC 9.000% due 05/11/16 ~		100,000		95,875
Development Bank of Kazakhstan JSC 4.125% due 12/10/22 ~		420,000		408,450
Kazkommertsbank JSC
7.500% due 11/29/16 ~		200,000		195,340
8.000% due 11/03/15 ~		200,000		200,500
				900,165
Luxembourg - 5.1%
Altice Financing SA 7.875% due 12/15/19 ~		200,000		219,080
Evraz Group SA
6.750% due 04/27/18 ~		300,000		311,250
9.500% due 04/24/18 ~		100,000		115,125
Gazprom Neft OAO 4.375% due 09/19/22 ~		210,000		208,162
Gazprom OAO
4.950% due 02/06/28 ~		100,000		99,000
6.510% due 03/07/22 ~		100,000		116,000
9.250% due 04/23/19 ~		50,000		64,750
MHP SA
8.250% due 04/02/20 ~		200,000		198,742
10.250% due 04/29/15 ~		400,000		431,106
Minerva Luxembourg SA
7.750% due 01/31/23 ~		200,000		215,000
12.250% due 02/10/22 ~		300,000		375,000
Promsvyazbank OJSC
8.500% due 04/25/17 ~		200,000		213,000
10.200% due 11/06/19 ~		200,000		213,500
Russian Standard Bank 9.250% due 07/11/17 ~		200,000		215,520
Sberbank of Russia
5.717% due 06/16/21 ~		150,000		163,406
6.125% due 02/07/22 ~		400,000		448,000
Severstal OAO 6.700% due 10/25/17 ~		100,000		109,250
TMK OAO 7.750% due 01/27/18 ~		500,000		530,000
VTB Bank OJSC 6.875% due 05/29/18 ~		130,000		143,650
				4,389,541
Malaysia - 0.7%
Axiata SPV1 Labuan Ltd 5.375% due 04/28/20 ~		100,000		113,935
MMI International Ltd 8.000% due 03/01/17 ~		200,000		206,000
Petronas Capital Ltd
5.250% due 08/12/19 ~		150,000		175,004
7.875% due 05/22/22 ~		100,000		139,597
				634,536
Mexico - 1.8%
Cemex SAB de CV 9.000% due 01/11/18 ~		200,000		222,500
Comision Federal de Electricidad 5.750% due 02/14/42 ~		200,000		220,000

	Principal Amount		Value
Corp GEO SAB de CV 9.250% due 06/30/20 ~		$200,000		$175,000
Desarrolladora Homex SAB de CV
9.500% due 12/11/19 ~		100,000		86,500
9.750% due 03/25/20 ~		100,000		86,000
Petroleos Mexicanos
5.500% due 06/27/44		70,000		72,380
6.000% due 03/05/20		70,000		82,950
6.500% due 06/02/41		220,000		260,150
8.000% due 05/03/19		130,000		167,050
Urbi Desarrollos Urbanos SAB de CV
9.500% due 01/21/20 ~		100,000		62,000
9.750% due 02/03/22 ~		200,000		126,000
				1,560,530
Netherlands - 5.3%
Bharti Airtel International Netherlands BV 5.125% due 03/11/23 ~		200,000		201,800
DTEK Finance BV 9.500% due 04/28/15 ~		200,000		211,500
Indo Energy Finance II BV 6.375% due 01/24/23 ~		200,000		206,500
Kazakhstan Temir Zholy Finance BV
6.375% due 10/06/20 ~		220,000		257,950
6.950% due 07/10/42 ~		100,000		117,250
Kazkommerts International BV 7.875% due 04/07/14 ~		100,000		102,300
KazMunaiGas Finance Sub BV
6.375% due 04/09/21 ~		280,000		327,250
7.000% due 05/05/20 ~		240,000		286,800
9.125% due 07/02/18 ~		100,000		126,363
11.750% due 01/23/15 ~		170,000		197,837
Lukoil International Finance BV 6.656% due 06/07/22 ~		100,000		119,000
Majapahit Holding BV
7.750% due 10/17/16 ~		170,000		197,838
7.750% due 01/20/20 ~		220,000		270,600
8.000% due 08/07/19 ~		130,000		160,875
Marfrig Holding Europe BV 8.375% due 05/09/18 ~		200,000		181,500
Metinvest BV
8.750% due 02/14/18 ~		500,000		514,000
10.250% due 05/20/15 ~		100,000		105,970
OSX 3 Leasing BV 9.250% due 03/20/15 ~		100,000		99,750
Polish Television Holding BV 11.250% due 05/15/17 § ~		EUR 100,000		138,440
VimpelCom Holdings BV 7.504% due 03/01/22 ~		$400,000		446,120
WPE International Cooperatief UA 10.375% due 09/30/20 ~		100,000		94,000
Zhaikmunai LP 7.125% due 11/13/19 ~		200,000		214,500
				4,578,143
Nigeria - 0.2%
Sea Trucks Group 9.000% due 03/26/18 ~		200,000		200,000
Peru - 0.2%
CFG Investment SAC 9.750% due 07/30/19 ~		200,000		187,650
Philippines - 0.7%
Development Bank of Philippines 5.500% due 03/25/21		200,000		225,574
Power Sector Assets & Liabilities Management Corp 7.390% due 12/02/24 ~		260,000		351,650
				577,224

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-29

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
Singapore - 0.3%
Yanlord Land Group Ltd 10.625% due 03/29/18 ~		$200,000		$225,000
South Africa - 0.5%
African Bank Ltd 8.125% due 02/24/17 ~		200,000		222,400
Edcon Holdings Proprietary Ltd 5.703% due 06/15/15 § ~		EUR 100,000		117,931
Edcon Proprietary Ltd 3.453% due 06/15/14 § ~		68,000		87,166
				427,497
Spain - 0.4%
Cemex Espana Luxembourg
9.250% due 05/12/20 ~		$300,000		334,500
Sri Lanka - 0.2%
Bank of Ceylon 6.875% due 05/03/17 ~		200,000		211,500
Sweden - 0.6%
Eileme 2 AB
11.625% due 01/31/20 ~		200,000		235,000
11.750% due 01/31/20 ~		EUR 200,000		297,390
				532,390
Ukraine - 0.4%
National JSC Naftogaz of Ukraine 9.500% due 09/30/14		$340,000		350,608
United Arab Emirates - 1.6%
Dolphin Energy Ltd 5.888% due 06/15/19 ~		136,134		154,852
DP World Ltd 6.850% due 07/02/37 ~		500,000		571,000
Dubai Electricity & Water Authority 7.375% due 10/21/20 ~		240,000		292,800
Emirates Airline
4.500% due 02/06/25 ~		100,000		98,610
5.125% due 06/08/16 ~		200,000		210,500
				1,327,762
United Kingdom - 4.2%
Afren PLC
10.250% due 04/08/19 ~		200,000		239,000
11.500% due 02/01/16 ~		200,000		238,000
Atlantic Finance Ltd 10.750% due 05/27/14 § ~		250,000		271,250
CNPC HK Overseas Capital Ltd 5.950% due 04/28/41 ~		200,000		243,212
DTEK Finance PLC 7.875% due 04/04/18 ~		200,000		197,978
Ferrexpo Finance PLC 7.875% due 04/07/16 ~		300,000		300,750
Franshion Development Ltd 6.750% due 04/15/21 ~		200,000		217,760
Oschadbank 8.250% due 03/10/16		290,000		287,100
Privatbank CJSC 9.375% due 09/23/15		150,000		147,757
Sinochem Overseas Capital Co Ltd
4.500% due 11/12/20 ~		300,000		325,560
6.300% due 11/12/40 ~		100,000		115,479

	Principal Amount		Value
Sinopec Group Overseas Development Ltd 3.900% due 05/17/22 ~		$200,000		$212,976
Star Energy Geothermal Wayang Windu Ltd 11.500% due 02/12/15 ~		96,429		102,817
State Export-Import Bank of Ukraine JSC 8.750% due 01/22/18 ~		320,000		324,000
Vedanta Resources PLC
8.250% due 06/07/21 ~		200,000		230,000
9.500% due 07/18/18 ~		100,000		118,000
				3,571,639
United States - 0.9%
CEDC Finance Corp International Inc 8.875% due 12/01/16 ~ W		EUR 150,000		150,554
NII Capital Corp 7.625% due 04/01/21		$300,000		217,500
Pemex Project Funding Master Trust 5.750% due 03/01/18		100,000		115,375
Reliance Holdings USA Inc 6.250% due 10/19/40 ~		250,000		277,005
				760,434
Venezuela - 0.6%
Petroleos de Venezuela SA
5.250% due 04/12/17 ~		150,000		130,875
5.375% due 04/12/27 ~		300,000		208,500
5.500% due 04/12/37 ~		120,000		81,900
12.750% due 02/17/22 ~		110,000		124,575
				545,850
Total Corporate Bonds & Notes (Cost $32,056,088)				33,482,721
FOREIGN GOVERNMENT BONDS & NOTES - 56.6%
Argentina - 1.7%
Argentina Boden 7.000% due 10/03/15		655,000		556,750
Argentina Bonar 7.000% due 09/12/13		170,000		169,150
Argentine Republic Government
2.500% due 12/31/38 §		134,000		42,545
8.280% due 12/31/33		1,010,582		546,938
8.750% due 06/02/17		175,000		129,500
				1,444,883
Belarus - 1.1%
Republic of Belarus
8.750% due 08/03/15 ~		310,000		323,950
8.950% due 01/26/18 ~		580,000		622,050
				946,000
Bolivia - 0.1%
Bolivian Government 4.875% due 10/29/22 ~		100,000		99,650
Brazil - 7.3%
Banco Nacional de Desenvolvimento Economico e Social
5.500% due 07/12/20 ~		100,000		113,250
6.500% due 06/10/19 ~		270,000		317,925
Brazil Letras do Tesouro Nacional 8.516% due 01/01/15		BRL 1,540,000		659,324
Brazil Notas do Tesouro Nacional ‘B’
6.000% due 08/15/20 ^		880,000		1,138,872
6.000% due 08/15/50 ^		1,360,000		1,972,689
Brazilian Government
2.625% due 01/05/23		$200,000		192,500
4.875% due 01/22/21		600,000		699,000

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-30

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
5.875% due 01/15/19		$90,000		$108,675
6.000% due 01/17/17		70,000		81,655
8.250% due 01/20/34		270,000		411,750
8.875% due 04/15/24		150,000		230,625
10.125% due 05/15/27		220,000		379,830
				6,306,095
Chile - 0.1%
Chile Government 3.250% due 09/14/21		100,000		105,450
Colombia - 2.3%
Colombia Government
4.375% due 07/12/21		200,000		224,830
6.125% due 01/18/41		390,000		492,288
7.375% due 03/18/19		240,000		310,200
7.375% due 09/18/37		140,000		201,250
8.125% due 05/21/24		280,000		404,460
10.375% due 01/28/33		20,000		34,550
11.750% due 02/25/20		190,000		297,825
				1,965,403
Costa Rica - 0.3%
Costa Rica Government 4.250% due 01/26/23 ~		240,000		240,840
Croatia - 1.4%
Croatia Government
6.250% due 04/27/17 ~		200,000		214,730
6.375% due 03/24/21 ~		440,000		475,420
6.625% due 07/14/20 ~		200,000		218,500
6.750% due 11/05/19 ~		300,000		330,027
				1,238,677
Dominican Republic - 0.4%
Dominican Republic 7.500% due 05/06/21 ~		270,000		303,885
Ecuador - 0.1%
Ecuador Government 9.375% due 12/15/15 ~		100,000		104,750
Egypt - 0.2%
Egypt Government
5.750% due 04/29/20 ~		100,000		85,250
6.875% due 04/30/40 ~		100,000		78,250
				163,500
El Salvador - 0.9%
El Salvador Government
5.875% due 01/30/25 ~		230,000		242,305
7.625% due 02/01/41 ~		180,000		207,450
7.650% due 06/15/35 ~		240,000		276,360
8.250% due 04/10/32 ~		20,000		25,050
				751,165
Ghana - 0.2%
Republic of Ghana 8.500% due 10/04/17 ~		130,000		149,175
Guatemala - 0.2%
Guatemala Government 4.875% due 02/13/28 ~		200,000		196,500

	Principal Amount		Value
Hungary - 1.3%
Hungary Government
5.375% due 02/21/23		$260,000		$246,636
6.250% due 01/29/20		270,000		277,087
6.375% due 03/29/21		324,000		335,340
7.625% due 03/29/41		280,000		287,000
				1,146,063
Indonesia - 2.4%
Indonesia Government
4.875% due 05/05/21 ~		110,000		120,862
5.875% due 03/13/20 ~		190,000		220,400
6.625% due 02/17/37 ~		100,000		124,000
6.875% due 01/17/18 ~		320,000		378,800
7.500% due 01/15/16 ~		150,000		172,500
7.750% due 01/17/38 ~		190,000		266,095
8.500% due 10/12/35 ~		340,000		504,050
10.375% due 05/04/14 ~		60,000		65,850
11.625% due 03/04/19 ~		170,000		247,350
				2,099,907
Iraq - 0.7%
Republic of Iraq 5.800% due 01/15/28 ~		680,000		627,300
Ivory Coast - 1.3%
Ivory Coast Government 5.750% due 12/31/32 § ~		1,160,000		1,081,700
Kazakhstan - 0.2%
Kazatomprom Natsionalnaya Atomnaya Kompaniya AO 6.250% due 05/20/15 ~		190,000		203,537
Latvia - 0.3%
Republic of Latvia 2.750% due 01/12/20 ~		300,000		289,950
Lebanon - 1.2%
Lebanon Government
5.150% due 11/12/18 ~		50,000		49,875
6.100% due 10/04/22 ~		420,000		425,250
6.375% due 03/09/20		240,000		250,200
6.600% due 11/27/26		170,000		173,825
8.250% due 04/12/21 ~		90,000		103,500
8.500% due 01/19/16 ~		30,000		33,600
				1,036,250
Lithuania - 1.7%
Lithuania Government
5.125% due 09/14/17 ~		120,000		133,350
6.125% due 03/09/21 ~		280,000		333,200
6.625% due 02/01/22 ~		400,000		491,500
7.375% due 02/11/20 ~		420,000		530,250
				1,488,300
Mexico - 4.5%
Mexican Bonos
7.750% due 05/29/31		MXN 2,500,000		251,003
8.500% due 05/31/29		5,070,000		541,123
10.000% due 11/20/36		9,300,000		1,155,152
Mexico Government
3.625% due 03/15/22		$100,000		106,555
4.750% due 03/08/44		338,000		351,824
5.125% due 01/15/20		190,000		223,440

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-31

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
5.625% due 01/15/17		$150,000		$173,250
5.750% due 10/12/10		154,000		169,708
5.950% due 03/19/19		140,000		170,100
6.050% due 01/11/40		280,000		347,900
6.750% due 09/27/34		250,000		333,750
				3,823,805
Mongolia - 0.2%
Mongolia Government 5.125% due 12/05/22 ~		200,000		187,500
Morocco - 0.5%
Morocco Government
4.250% due 12/11/22 ~		200,000		205,100
5.500% due 12/11/42 ~		200,000		199,500
				404,600
Nigeria - 0.3%
Nigeria Government 6.750% due 01/28/21 ~		200,000		232,000
Pakistan - 0.4%
Pakistan Government 7.125% due 03/31/16 ~		400,000		360,000
Panama - 0.8%
Panama Government
6.700% due 01/26/36		240,000		321,000
8.875% due 09/30/27		120,000		186,120
9.375% due 04/01/29		90,000		146,835
				653,955
Paraguay - 0.2%
Republic of Paraguay 4.625% due 01/25/23 ~		200,000		201,800
Peru - 1.5%
El Fondo MIVIVIENDA SA 3.500% due 01/31/23 ~		100,000		97,450
Peruvian Government
7.125% due 03/30/19		50,000		64,425
7.350% due 07/21/25		328,000		464,612
8.375% due 05/03/16		140,000		171,220
8.750% due 11/21/33		300,000		492,000
				1,289,707
Philippines - 2.5%
Philippine Government
4.000% due 01/15/21		280,000		310,100
5.500% due 03/30/26		230,000		281,750
6.375% due 10/23/34		200,000		262,500
7.750% due 01/14/31		280,000		406,000
8.375% due 06/17/19		130,000		175,825
9.500% due 02/02/30		310,000		509,175
10.625% due 03/16/25		124,000		208,630
				2,153,980
Poland - 1.3%
Poland Government
3.000% due 03/17/23		270,000		262,170
5.000% due 03/23/22		460,000		526,668
6.375% due 07/15/19		250,000		307,762
				1,096,600

	Principal Amount		Value
Qatar - 0.4%
Qatar Government
5.750% due 01/20/42 ~		$200,000		$239,000
6.400% due 01/20/40 ~		100,000		128,500
				367,500
Romania - 1.1%
Romanian Government
4.375% due 08/22/23 ~		290,000		285,412
6.750% due 02/07/22 ~		532,000		621,110
				906,522
Russia - 3.3%
Russian Federal 6.800% due 12/11/19		RUB 48,500,000		1,584,450
Russian Foreign
5.000% due 04/29/20 ~		$100,000		113,300
7.500% due 03/31/30 § ~		914,500		1,134,666
12.750% due 06/24/28 ~		20,000		38,300
				2,870,716
Senegal - 0.3%
Senegal Government 8.750% due 05/13/21 ~		200,000		238,000
Serbia - 0.5%
Republic of Serbia 4.875% due 02/25/20 ~		150,000		148,650
7.250% due 09/28/21 ~		240,000		266,700
				415,350
South Africa - 1.2%
South Africa Government
5.500% due 03/09/20		230,000		263,925
5.875% due 05/30/22		250,000		294,375
6.250% due 03/08/41		100,000		121,750
6.875% due 05/27/19		270,000		330,075
				1,010,125
Sri Lanka - 0.4%
Sri Lanka Government
6.250% due 07/27/21 ~		200,000		212,748
7.400% due 01/22/15 ~		100,000		107,000
				319,748
Turkey - 3.5%
Turkey Government
3.250% due 03/23/23		200,000		189,500
5.625% due 03/30/21		200,000		229,100
6.000% due 01/14/41		200,000		224,750
6.750% due 04/03/18		510,000		603,075
6.750% due 05/30/40		140,000		173,250
6.875% due 03/17/36		230,000		284,337
7.000% due 09/26/16		160,000		184,400
7.000% due 03/11/19		110,000		133,237
7.000% due 06/05/20		40,000		49,200
7.250% due 03/05/38		90,000		116,550
7.375% due 02/05/25		320,000		409,600
7.500% due 07/14/17		160,000		191,400
8.000% due 02/14/34		90,000		123,975
11.875% due 01/15/30		60,000		109,650
				3,022,024

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-32

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
Ukraine - 2.1%
Ukraine Government
6.250% due 06/17/16 ~		$200,000		$196,780
7.750% due 09/23/20 ~		200,000		208,800
7.800% due 11/28/22 ~		470,000		478,225
7.950% due 02/23/21 ~		330,000		345,180
9.250% due 07/24/17 ~		500,000		543,800
				1,772,785
United Arab Emirates - 0.4%
Emirate of Dubai Government 7.750% due 10/05/20 ~		270,000		334,125
Uruguay - 1.5%
Uruguay Government
4.125% due 11/20/45		304,374		280,937
7.625% due 03/21/36		130,000		188,435
7.875% due 01/15/33		280,000		407,960
8.000% due 11/18/22		289,277		404,699
				1,282,031
Venezuela - 3.6%
Venezuela Government
6.000% due 12/09/20 ~		130,000		108,875
7.000% due 03/31/38 ~		10,000		7,925
7.650% due 04/21/25		80,000		70,400
7.750% due 10/13/19 ~		230,000		216,200
8.250% due 10/13/24 ~		130,000		118,625
8.500% due 10/08/14		180,000		183,600
9.000% due 05/07/23 ~		176,000		169,400
9.250% due 09/15/27		230,000		227,470
9.250% due 05/07/28 ~		200,000		192,500
10.750% due 09/19/13		50,000		51,250
11.750% due 10/21/26 ~		638,000		709,137
11.950% due 08/05/31 ~		663,000		749,190
12.750% due 08/23/22 ~		227,000		265,930
				3,070,502
Vietnam - 0.6%
Vietnam Government
6.750% due 01/29/20 ~		200,000		234,000
6.875% due 01/15/16 ~		240,000		267,000
				501,000
Zambia - 0.1%
Zambia Government 5.375% due 09/20/22 ~		100,000		99,625
Total Foreign Government Bonds & Notes (Cost $47,829,136)				48,602,980
PURCHASED OPTIONS - 0.0%
(See Note (f) in Notes to Schedule of Investments) (Cost $27,267)				42,147

	Shares		Value
SHORT-TERM INVESTMENT - 2.3%
Money Market Fund - 2.3%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		1,961,509		$1,961,509
Total Short-Term Investment (Cost $1,961,509)				1,961,509
TOTAL INVESTMENTS - 97.9% (Cost $81,874,000)				84,089,357
OTHER ASSETS & LIABILITIES, NET - 2.1%				1,756,480
NET ASSETS - 100.0%				$85,845,837

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Foreign Government Bonds & Notes	56.6%
Corporate Bonds & Notes	39.0%
Others (each less than 3.0%)	2.3%
	97.9%
Other Assets & Liabilities, Net	2.1%
	100.0%

(b) As of March 31, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were are follows (Unaudited):

AA	1.0%
A	5.5%
BBB	26.5%
BB	21.5%
B	20.3%
CCC	1.0%
CC	0.2%
Not Rated	24.0%
	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) Investments with a total aggregate value of $150,554 or 0.2% of the net assets were in default as of March 31, 2013.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-33

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

March 31, 2013

(e) Forward foreign currency contracts outstanding as of March 31, 2013 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
BRL	3,076,855	USD	1,522,442		04/13	BRC		($671	)
BRL	2,339,890	USD	1,162,101		04/13	GSC		(4,823	)
BRL	950,950	USD	461,828		05/13	HSB		6,856
MXN	4,843,773	USD	380,000		04/13	DUB		11,342
MXN	5,224,003	USD	410,000		04/13	JPM		12,062
MXN	10,687,433	USD	846,000		05/13	DUB		15,065
MXN	10,561,131	USD	850,000		06/13	GSC		(1,263	)
RUB	25,583,250	USD	840,000		05/13	UBS		(24,916	)
RUB	25,681,580	USD	822,613		06/13	HSB		(9,365	)
USD	1,970,580	BRL	3,878,045		04/13	HSB		52,553
USD	731,426	BRL	1,538,700		04/13	SCB		(29,594	)
USD	1,517,187	BRL	3,076,855		05/13	BRC		733
USD	280,000	BRL	569,405		05/13	BRC		(636	)
USD	1,158,075	BRL	2,339,890		05/13	GSC		4,840
USD	303,050	CNY	1,907,850		05/13	UBS		(2,958	)
USD	1,843,877	EUR	1,415,753		04/13	DUB		28,797
USD	264,363	GBP	176,713		04/13	BRC		(4,108	)
USD	46,139	MXN	590,000		04/13	BRC		(1,529	)
USD	860,587	MXN	11,055,704		04/13	JPM		(32,635	)
USD	917,352	MXN	11,598,078		05/13	CIT		(17,082	)
USD	420,000	RUB	13,066,200		04/13	BRC		1,683
USD	860,000	RUB	26,816,950		04/13	CSF		2,622
USD	1,646,339	RUB	50,020,718		04/13	HSB		47,103
USD	430,000	RUB	13,379,450		05/13	BRC		4,425
USD	3,447	RUB	106,478		05/13	UBS		60
Total Forward Foreign Currency Contracts								$58,561

(f) Purchased options outstanding as of March 31, 2013 were as follows:

Foreign Currency Options

Description	Exercise Price		Expiration Date		Counter- party	Notional Amount		Cost		Value
Put - OTC Euro versus U.S. Dollar		$1.31		07/12/13	BOA		EUR 590,000		$11,653		$23,623
Put - OTC Euro versus U.S. Dollar		1.27		09/18/13	BOA		700,000		15,614		18,524
Total Purchased Options									$27,267		$42,147

(g) Swap agreements outstanding as of March 31, 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 Depreciation
Brazil Cetip Interbank Deposit Rate	HSB	Pay		8.270%		01/02/17		BRL  436,911		($16,535	)		$—		($16,535	)
Total Swap Agreements										($16,535	)		$—		($16,535	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-34

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

March 31, 2013

(h) 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 March 31, 2013:

		Total Value at March 31, 2013			Level 1 Quoted Price		Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$33,482,721			$—		$33,482,721			$—
	Foreign Government Bonds & Notes		48,602,980			—		48,602,980			—
	Short-Term Investment		1,961,509			1,961,509		—			—
	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		188,141			—		188,141			—
	Purchased Options		42,147			—		42,147			—
	Total Foreign Currency Contracts		230,288			—		230,288			—
	Total Assets		84,277,498			1,961,509		82,315,989			—
Liabilities	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(129,580	)		—		(129,580	)		—
	Interest Rate Contracts
	Swaps		(16,535	)		—		(16,535	)		—
	Total Liabilities - Derivatives		(146,115	)		—		(146,115	)		—
	Total Liabilities		(146,115	)		—		(146,115	)		—
	Total		$84,131,383			$1,961,509		$82,169,874			$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-35

PACIFIC LIFE FUNDS

PL COMSTOCK FUND

Schedule of Investments

March 31, 2013

	Shares		Value
COMMON STOCKS - 95.0%
Consumer Discretionary - 14.7%
Carnival Corp (Panama)		60,788		$2,085,028
Comcast Corp ‘A’		120,907		5,079,303
General Motors Co *		172,236		4,791,606
Johnson Controls Inc		49,346		1,730,564
Kohl’s Corp		22,942		1,058,314
Lowe’s Cos Inc		33,654		1,276,160
Newell Rubbermaid Inc		51,273		1,338,225
News Corp ‘B’		143,672		4,419,351
Staples Inc		120,261		1,615,105
Target Corp		31,370		2,147,277
Time Warner Cable Inc		57,647		5,537,571
Time Warner Inc		28,247		1,627,592
Viacom Inc ‘B’		94,285		5,805,127
				38,511,223
Consumer Staples - 5.6%
Archer-Daniels-Midland Co		57,905		1,953,136
CVS Caremark Corp		77,644		4,269,644
Mondelez International Inc ‘A’		82,423		2,522,968
The Procter & Gamble Co		11,151		859,296
Tyson Foods Inc ‘A’		70,110		1,740,130
Unilever NV ‘NY’ (Netherlands)		65,369		2,680,129
Wal-Mart Stores Inc		8,625		645,409
				14,670,712
Energy - 13.5%
BP PLC ADR (United Kingdom)		127,949		5,418,640
Chevron Corp		29,116		3,459,563
Halliburton Co		129,167		5,219,638
Murphy Oil Corp		64,991		4,141,876
Noble Corp (Switzerland)		35,223		1,343,757
Occidental Petroleum Corp		38,382		3,007,997
QEP Resources Inc		101,634		3,236,027
Royal Dutch Shell PLC ‘A’ ADR (United Kingdom)		59,040		3,847,046
Weatherford International Ltd (Switzerland) *		459,255		5,575,356
				35,249,900
Financials - 23.2%
Aflac Inc		17,146		891,935
Bank of America Corp		339,523		4,135,390
Citigroup Inc		224,042		9,911,618
Fifth Third Bancorp		156,732		2,556,299
JPMorgan Chase & Co		171,446		8,136,827
MetLife Inc		80,096		3,045,250
Morgan Stanley		127,641		2,805,549
State Street Corp		35,016		2,069,095
The Allstate Corp		120,125		5,894,534
The Bank of New York Mellon Corp		198,740		5,562,733
The Goldman Sachs Group Inc		18,295		2,692,109
The PNC Financial Services Group Inc		60,916		4,050,914
The Travelers Cos Inc		20,180		1,698,954
U.S. Bancorp		52,705		1,788,281
Wells Fargo & Co		145,675		5,388,518
				60,628,006
Health Care - 14.3%
Bristol-Myers Squibb Co		124,245		5,117,652
Cardinal Health Inc		46,156		1,921,013
GlaxoSmithKline PLC ADR (United Kingdom)		54,593		2,560,958
Merck & Co Inc		117,126		5,180,483
Novartis AG (Switzerland)		42,441		3,022,285
Pfizer Inc		210,643		6,079,157
Roche Holding AG ADR (Switzerland)		42,563		2,494,192
Sanofi ADR (France)		74,518		3,806,379
UnitedHealth Group Inc		79,968		4,574,969
WellPoint Inc		39,445		2,612,442
				37,369,530

	Shares		Value
Industrials - 6.4%
Emerson Electric Co		55,087		$3,077,711
General Electric Co		240,005		5,548,916
Honeywell International Inc		26,765		2,016,743
Ingersoll-Rand PLC (Ireland)		76,824		4,226,088
Textron Inc		60,262		1,796,410
				16,665,868
Information Technology - 10.4%
Cisco Systems Inc		132,978		2,780,570
Corning Inc		236,824		3,156,864
eBay Inc *		77,436		4,198,580
Hewlett-Packard Co		255,526		6,091,740
Intel Corp		62,647		1,368,837
Microsoft Corp		194,609		5,567,764
Yahoo! Inc *		177,129		4,167,845
				27,332,200
Materials - 2.5%
Alcoa Inc		296,408		2,525,396
International Paper Co		85,622		3,988,273
				6,513,669
Telecommunication Services - 2.3%
AT&T Inc		37,705		1,383,396
Verizon Communications Inc		47,060		2,312,999
Vodafone Group PLC ADR (United Kingdom)		79,373		2,254,987
				5,951,382
Utilities - 2.1%
FirstEnergy Corp		45,368		1,914,530
PPL Corp		119,062		3,727,831
				5,642,361
Total Common Stocks (Cost $183,286,616)				248,534,851
SHORT-TERM INVESTMENT - 5.0%
Money Market Fund - 5.0%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		13,218,753		13,218,753
Total Short-Term Investment (Cost $13,218,753)				13,218,753
TOTAL INVESTMENTS - 100.0% (Cost $196,505,369)				261,753,604
OTHER ASSETS & LIABILITIES, NET - (0.0%)				(82,218	)
NET ASSETS - 100.0%				$261,671,386

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-36

PACIFIC LIFE FUNDS

PL COMSTOCK FUND

Schedule of Investments (Continued)

March 31, 2013

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Financials	23.2%
Consumer Discretionary	14.7%
Health Care	14.3%
Energy	13.5%
Information Technology	10.4%
Industrials	6.4%
Consumer Staples	5.6%
Short-Term Investment	5.0%
Others (each less than 3.0%)	6.9%
	100.0%
Other Assets & Liabilities, Net	(0.0%	)
	100.0%

(b) Forward foreign currency contracts outstanding as of March 31, 2013 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
USD	1,257,618	CHF	1,195,869		04/13	BNY		($2,406	)
USD	1,153,882	CHF	1,096,441		04/13	CIT		(1,380	)
USD	2,061,535	CHF	1,958,974		04/13	SSB		(2,533	)
USD	1,872,128	EUR	1,439,711		04/13	BNY		26,416
USD	2,816,893	EUR	2,166,608		04/13	CIB		39,298
USD	2,059,667	EUR	1,583,682		04/13	CIT		29,384
USD	2,022,552	EUR	1,554,888		04/13	SSB		29,182
USD	2,463,771	GBP	1,653,992		04/13	BNY		(49,147	)
USD	2,894,764	GBP	1,942,272		04/13	CIB		(56,138	)
USD	1,543,772	GBP	1,035,879		04/13	CIT		(30,044	)
USD	1,500,978	GBP	1,007,104		04/13	SSB		(29,120	)
Total Forward Foreign Currency Contracts								($46,488	)

(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 March 31, 2013:

		Total Value at March 31, 2013			Level 1 Quoted Price		Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Common Stocks
	Consumer Discretionary		$38,511,223			$38,511,223		$—			$—
	Consumer Staples		14,670,712			14,670,712		—			—
	Energy		35,249,900			35,249,900		—			—
	Financials		60,628,006			60,628,006		—			—
	Health Care		37,369,530			34,347,245		3,022,285			—
	Industrials		16,665,868			16,665,868		—			—
	Information Technology		27,332,200			27,332,200		—			—
	Materials		6,513,669			6,513,669		—			—
	Telecommunications Services		5,951,382			5,951,382		—			—
	Utilities		5,642,361			5,642,361		—			—
			248,534,851			245,512,566		3,022,285			—
	Short-Term Investment		13,218,753			13,218,753		—			—
	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		124,280			—		124,280			—
	Total Assets		261,877,884			258,731,319		3,146,565			—
Liabilities	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(170,768	)		—		(170,768	)		—
	Total Liabilities		(170,768	)		—		(170,768	)		—
	Total		$261,707,116			$258,731,319		$2,975,797			$—

During the year ended March 31, 2013, an investment with a value of $3,022,285 was transferred from level 1 to level 2 due to valuation adjustments made to exchange-traded prices as a result of market movements following the close of local trading.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

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Schedule of Investments

March 31, 2013

	Shares		Value
COMMON STOCKS - 95.1%
Consumer Discretionary - 16.9%
Amazon.com Inc *		1,052		$280,347
AutoZone Inc *		1,863		739,183
CBS Corp ‘B’		16,458		768,424
Coach Inc		11,857		592,731
L Brands Inc		26,511		1,183,981
Mattel Inc		10,009		438,294
News Corp ‘A’		8,111		247,548
Nike Inc ‘B’		16,917		998,272
Nordstrom Inc		5,097		281,507
Polaris Industries Inc		2,709		250,555
Prada SPA (Italy)		26,100		267,147
priceline.com Inc *		346		238,024
Starbucks Corp		8,205		467,357
The TJX Cos Inc		10,291		481,104
The Walt Disney Co		6,449		366,303
Time Warner Cable Inc		6,617		635,629
				8,236,406
Consumer Staples - 10.2%
Anheuser-Busch InBev NV (Belgium)		8,482		840,673
Colgate-Palmolive Co		3,870		456,776
Costco Wholesale Corp		5,005		531,081
Mead Johnson Nutrition Co		2,645		204,855
Pernod-Ricard SA (France)		7,122		888,400
Philip Morris International Inc		4,840		448,716
Reckitt Benckiser Group PLC (United Kingdom)		3,337		238,512
SABMiller PLC (United Kingdom)		12,934		683,561
Unilever NV CVA (Netherlands)		3,469		142,209
Whole Foods Market Inc		5,756		499,333
				4,934,116
Energy - 4.3%
Dresser-Rand Group Inc *		4,883		301,086
EOG Resources Inc		2,908		372,428
Helmerich & Payne Inc		5,452		330,936
Kinder Morgan Inc		7,048		272,617
National Oilwell Varco Inc		4,335		306,701
Noble Energy Inc		4,338		501,733
				2,085,501
Financials - 2.5%
AIA Group Ltd (Hong Kong)		55,800		244,580
Simon Property Group Inc REIT		1,828		289,848
T. Rowe Price Group Inc		5,618		420,620
Ventas Inc REIT		3,734		273,329
				1,228,377
Health Care - 14.2%
AbbVie Inc		22,495		917,346
Aetna Inc		7,377		377,112
Alexion Pharmaceuticals Inc *		1,303		120,059
Celgene Corp *		7,187		833,045
Express Scripts Holding Co *		14,928		860,599
Gilead Sciences Inc *		23,537		1,151,665
Medivation Inc *		8,248		385,759
Perrigo Co		4,768		566,105
Shire PLC ADR (United Kingdom)		2,382		217,620
Valeant Pharmaceuticals International Inc (Canada) *		4,599		345,017
Varian Medical Systems Inc *		3,731		268,632
Vertex Pharmaceuticals Inc *		6,170		339,227
Zoetis Inc *		15,248		509,283
				6,891,469

	Shares		Value
Industrials - 12.0%
Canadian Pacific Railway Ltd (Canada)		5,695		$743,027
Danaher Corp		12,748		792,288
FANUC Corp (Japan)		3,500		538,462
Fastenal Co		6,668		342,402
Precision Castparts Corp		6,017		1,140,944
Sensata Technologies Holding NV (Netherlands) *		16,146		530,719
Tyco International Ltd (Switzerland)		14,730		471,360
Union Pacific Corp		1,308		186,272
Verisk Analytics Inc ‘A’ *		6,134		378,038
W.W. Grainger Inc		3,193		718,361
				5,841,873
Information Technology - 30.6%
Amdocs Ltd (United Kingdom)		12,270		444,788
Amphenol Corp ‘A’		7,777		580,553
ANSYS Inc *		5,586		454,812
Apple Inc		7,515		3,326,365
Atmel Corp *		39,745		276,625
Cisco Systems Inc		12,018		251,296
eBay Inc *		16,772		909,378
EMC Corp *		7,752		185,195
Google Inc ‘A’ *		2,606		2,069,242
Informatica Corp *		12,246		422,120
Intuit Inc		13,057		857,192
LinkedIn Corp ‘A’ *		1,009		177,645
MasterCard Inc ‘A’		1,245		673,707
Motorola Solutions Inc		11,163		714,767
ON Semiconductor Corp *		45,616		377,700
Oracle Corp		34,523		1,116,474
Taiwan Semiconductor Manufacturing Co Ltd (Taiwan)		84,455		282,154
TE Connectivity Ltd (Switzerland)		18,867		791,093
Telefonaktiebolaget LM Ericsson ‘B’ (Sweden)		9,639		120,270
Teradata Corp *		1,793		104,908
Visa Inc ‘A’		1,194		202,789
VMware Inc ‘A’ *		7,004		552,476
				14,891,549
Materials - 3.3%
Ball Corp		9,266		440,876
Monsanto Co		6,027		636,632
Praxair Inc		4,479		499,588
				1,577,096
Telecommunication Services - 0.6%
Crown Castle International Corp *		4,369		304,257
Utilities - 0.5%
Brookfield Infrastructure Partners LP (Bermuda)		6,563		249,788
Total Common Stocks (Cost $34,451,504)				46,240,432

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-38

PACIFIC LIFE FUNDS

PL GROWTH LT FUND

Schedule of Investments (Continued)

March 31, 2013

	Shares		Value
SHORT-TERM INVESTMENT - 5.0%
Money Market Fund - 5.0%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		2,399,166		$2,399,166
Total Short-Term Investment (Cost $2,399,166)				2,399,166
TOTAL INVESTMENTS - 100.1% (Cost $36,850,670)				48,639,598
OTHER ASSETS & LIABILITIES, NET - (0.1%)				(28,641	)
NET ASSETS - 100.0%				$48,610,957

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Information Technology	30.6%
Consumer Discretionary	16.9%
Health Care	14.2%
Industrials	12.0%
Consumer Staples	10.2%
Short-Term Investment	5.0%
Energy	4.3%
Materials	3.3%
Others (each less than 3.0%)	3.6%
	100.1%
Other Assets & Liabilities, Net	(0.1%	)
	100.0%

(b) Forward foreign currency contracts outstanding as of March 31, 2013 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
GBP	130,000	USD	196,820		05/13	HSB		$671
USD	626,089	EUR	483,000		04/13	CSF		6,870
USD	495,972	EUR	380,000		05/13	HSB		8,756
USD	239,773	EUR	185,000		05/13	RBC		2,563
USD	261,025	GBP	175,000		04/13	CSF		(4,849	)
USD	25,520	GBP	17,000		04/13	JPM		(308	)
USD	756,417	GBP	509,000		05/13	HSB		(16,836	)
USD	183,044	JPY	17,600,000		04/13	CSF		(3,948	)
USD	128,147	JPY	11,900,000		04/13	JPM		1,721
USD	186,617	JPY	17,950,000		05/13	HSB		(4,111	)
USD	1,581	JPY	150,000		05/13	RBC		(12	)
Total Forward Foreign Currency Contracts								($9,483	)

(c) Transactions in written options for the year ended March 31, 2013 were as follows:

	Number of Contracts			Premium
Outstanding, March 31, 2012		—			$—
Call Options Written		143			150,140
Call Options Closed		(74	)		(137,508	)
Call Options Expired		(69	)		(12,632	)
Outstanding, March 31, 2013		—			$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-39

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Schedule of Investments (Continued)

March 31, 2013

(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 March 31, 2013:

		Total Value at March 31, 2013			Level 1 Quoted Price		Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Common Stocks
	Consumer Discretionary		$8,236,406			$7,969,259		$267,147			$—
	Consumer Staples		4,934,116			2,140,761		2,793,355			—
	Energy		2,085,501			2,085,501		—			—
	Financials		1,228,377			983,797		244,580			—
	Health Care		6,891,469			6,891,469		—			—
	Industrials		5,841,873			5,303,411		538,462			—
	Information Technology		14,891,549			14,489,125		402,424			—
	Materials		1,577,096			1,577,096		—			—
	Telecommunication Services		304,257			304,257		—			—
	Utilities		249,788			249,788		—			—
			46,240,432			41,994,464		4,245,968			—
	Short-Term Investment		2,399,166			2,399,166		—			—
	Derivatives:
	Foreign Currency Contracts Forward Foreign Currency Contracts		20,581			—		20,581			—
	Total Assets		48,660,179			44,393,630		4,266,549			—
Liabilities	Derivatives:
	Foreign Currency Contracts Forward Foreign Currency Contracts		(30,064	)		—		(30,064	)		—
	Total Liabilities		(30,064	)		—		(30,064	)		—
	Total		$48,630,115			$44,393,630		$4,236,485			$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-40

PACIFIC LIFE FUNDS

PL LARGE-CAP GROWTH FUND

Schedule of Investments

March 31, 2013

	Shares		Value
COMMON STOCKS - 98.2%
Consumer Discretionary - 16.6%
Aaron’s Inc		994		$28,508
Advance Auto Parts Inc		1,340		110,751
Allison Transmission Holdings Inc		451		10,828
Amazon.com Inc *		6,573		1,751,639
AMC Networks Inc ‘A’ *		1,078		68,108
American Eagle Outfitters Inc		2,613		48,863
Apollo Group Inc ‘A’ *		1,651		28,711
Ascena Retail Group Inc *		2,112		39,178
AutoNation Inc *		322		14,087
AutoZone Inc *		656		260,281
Bally Technologies Inc *		704		36,587
Bed Bath & Beyond Inc *		4,224		272,110
Big Lots Inc *		1,025		36,152
BorgWarner Inc *		2,048		158,392
Brinker International Inc		1,296		48,794
Cablevision Systems Corp ‘A’		388		5,804
CarMax Inc *		714		29,774
Carter’s Inc *		832		47,649
CBS Corp ‘B’		2,026		94,594
Charter Communications Inc ‘A’ *		897		93,449
Chico’s FAS Inc		2,024		34,003
Chipotle Mexican Grill Inc *		583		189,982
Choice Hotels International Inc		43		1,819
Cinemark Holdings Inc		2,183		64,268
Clear Channel Outdoor Holdings Inc ‘A’ *		433		3,243
Coach Inc		5,221		260,998
Comcast Corp ‘A’		23,223		975,598
D.R. Horton Inc		352		8,554
Darden Restaurants Inc		2,338		120,828
Deckers Outdoor Corp *		378		21,051
Delphi Automotive PLC (United Kingdom)		5,963		264,757
Dick’s Sporting Goods Inc		1,723		81,498
DIRECTV *		10,412		589,423
Discovery Communications Inc ‘A’ *		4,339		341,653
DISH Network Corp ‘A’		2,900		109,910
Dollar General Corp *		3,307		167,268
Dollar Tree Inc *		4,261		206,360
DSW Inc ‘A’		532		33,942
Dunkin’ Brands Group Inc		1,224		45,141
Expedia Inc		1,036		62,170
Family Dollar Stores Inc		1,767		104,341
Foot Locker Inc		539		18,455
Fossil Inc *		993		95,924
Garmin Ltd (Switzerland)		138		4,560
Gentex Corp		2,478		49,585
Genuine Parts Co		2,842		221,676
GNC Holdings Inc ‘A’		1,185		46,547
Groupon Inc *		755		4,621
H&R Block Inc		3,168		93,203
Hanesbrands Inc *		1,813		82,600
Harley-Davidson Inc		4,208		224,286
Hasbro Inc		1,929		84,760
HomeAway Inc *		494		16,055
International Game Technology		2,545		41,993
ITT Educational Services Inc *		417		5,746
Jarden Corp *		471		20,182
John Wiley & Sons Inc ‘A’		351		13,675
Kohl’s Corp		274		12,640
L Brands Inc		4,414		197,129
Lamar Advertising Co ‘A’ *		1,267		61,589
Las Vegas Sands Corp		7,220		406,847
Liberty Global Inc ‘A’ *		4,766		349,824
Liberty Interactive Corp ‘A’ *		1,375		29,398
Liberty Media Corp *		121		13,507
Liberty Ventures ‘A’ *		93		7,029
LKQ Corp *		5,323		115,828

	Shares		Value
Lowe’s Cos Inc		2,682		$101,701
Macy’s Inc		962		40,250
Marriott International Inc ‘A’		4,018		169,680
Mattel Inc		4,813		210,761
McDonald’s Corp		18,463		1,840,576
Michael Kors Holdings Ltd (United Kingdom) *		1,566		88,933
Morningstar Inc		413		28,877
Netflix Inc *		1,021		193,388
News Corp ‘A’		13,091		399,537
Nike Inc ‘B’		13,141		775,450
Nordstrom Inc		2,706		149,452
Norwegian Cruise Line Holdings Ltd (Bermuda) *		250		7,413
NVR Inc *		84		90,729
O’Reilly Automotive Inc *		2,023		207,459
Omnicom Group Inc		4,953		291,732
Pandora Media Inc *		1,757		24,879
Panera Bread Co ‘A’ *		524		86,586
Penn National Gaming Inc *		92		5,008
PetSmart Inc		1,952		121,219
Polaris Industries Inc		1,182		109,323
priceline.com Inc *		905		622,577
PVH Corp		1,320		140,989
Ralph Lauren Corp		1,128		190,982
Regal Entertainment Group ‘A’		516		8,602
Ross Stores Inc		4,116		249,512
Sally Beauty Holdings Inc *		2,697		79,238
Scripps Networks Interactive Inc ‘A’		1,553		99,920
Sirius XM Radio Inc		69,150		212,982
Starbucks Corp		13,780		784,909
Starwood Hotels & Resorts Worldwide Inc		3,594		229,046
Starz-Liberty Capital *		121		2,680
Target Corp		636		43,534
Tempur-Pedic International Inc *		1,024		50,821
Tesla Motors Inc *		1,217		46,112
The Gap Inc		5,557		196,718
The Goodyear Tire & Rubber Co *		4,679		59,002
The Home Depot Inc		27,809		1,940,512
The Interpublic Group of Cos Inc		462		6,020
The Madison Square Garden Co ‘A’ *		62		3,571
The TJX Cos Inc		13,462		629,349
The Walt Disney Co		11,950		678,760
Thor Industries Inc		54		1,987
Tiffany & Co		1,924		133,795
Time Warner Cable Inc		5,369		515,746
Tractor Supply Co		1,297		135,057
TripAdvisor Inc *		1,604		84,242
Tupperware Brands Corp		1,036		84,683
Ulta Salon Cosmetics & Fragrance Inc *		1,141		92,615
Under Armour Inc ‘A’ *		1,454		74,445
Urban Outfitters Inc *		1,982		76,783
VF Corp		1,592		267,058
Viacom Inc ‘B’		8,992		553,637
Virgin Media Inc		5,046		247,103
Visteon Corp *		54		3,116
Weight Watchers International Inc		458		19,286
Williams-Sonoma Inc		853		43,947
Wyndham Worldwide Corp		2,482		160,039
Wynn Resorts Ltd		1,468		183,735
Yum! Brands Inc		8,367		601,922
				23,586,710
Consumer Staples - 12.7%
Altria Group Inc		28,688		986,580
Avon Products Inc		6,008		124,546
Brown-Forman Corp ‘B’		2,339		167,005
Campbell Soup Co		2,497		113,264
Church & Dwight Co Inc		1,568		101,340
Coca-Cola Enterprises Inc		378		13,956
Colgate-Palmolive Co		7,951		938,457
Costco Wholesale Corp		7,871		835,192

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-41

PACIFIC LIFE FUNDS

PL LARGE-CAP GROWTH FUND

Schedule of Investments (Continued)

March 31, 2013

	Shares		Value
Crimson Wine Group Ltd * l		—		$2
CVS Caremark Corp		4,703		258,618
Dean Foods Co *		2,721		49,332
Dr Pepper Snapple Group Inc		3,901		183,152
Flowers Foods Inc		2,113		69,602
General Mills Inc		9,208		454,046
Green Mountain Coffee Roasters Inc *		2,115		120,047
H.J. Heinz Co		3,621		261,690
Herbalife Ltd (Cayman)		2,016		75,499
Hillshire Brands Co		1,914		67,277
Hormel Foods Corp		1,320		54,542
Ingredion Inc		281		20,322
Kellogg Co		4,149		267,320
Kimberly-Clark Corp		6,369		624,035
Kraft Foods Group Inc		529		27,259
Lorillard Inc		7,114		287,050
McCormick & Co Inc		2,371		174,387
Mead Johnson Nutrition Co		3,704		286,875
Mondelez International Inc ‘A’		1,585		48,517
Monster Beverage Corp *		2,460		117,440
Nu Skin Enterprises Inc ‘A’		923		40,797
PepsiCo Inc		28,414		2,247,832
Philip Morris International Inc		28,477		2,640,103
Reynolds American Inc		2,037		90,626
Safeway Inc		573		15,099
Sysco Corp		5,664		199,203
The Clorox Co		139		12,306
The Coca-Cola Co		70,578		2,854,174
The Estee Lauder Cos Inc ‘A’		4,181		267,709
The Fresh Market Inc *		473		20,230
The Hershey Co		2,726		238,607
The Kroger Co		9,585		317,647
The Procter & Gamble Co		3,634		280,036
Wal-Mart Stores Inc		24,227		1,812,906
WhiteWave Foods Co ‘A’ *		231		3,943
Whole Foods Market Inc		3,335		289,311
				18,057,881
Energy - 4.1%
Atwood Oceanics Inc *		309		16,235
Cabot Oil & Gas Corp		3,812		257,729
Cameron International Corp *		3,439		224,223
CARBO Ceramics Inc		339		30,873
Cheniere Energy Inc *		2,642		73,976
Cobalt International Energy Inc *		3,195		90,099
Concho Resources Inc *		1,911		186,189
Continental Resources Inc *		794		69,022
Dresser-Rand Group Inc *		1,397		86,139
EOG Resources Inc		4,898		627,287
Era Group Inc *		164		3,444
FMC Technologies Inc *		4,346		236,379
Golar LNG Ltd (Bermuda)		748		27,646
Halliburton Co		5,357		216,476
Helmerich & Payne Inc		382		23,187
Kinder Morgan Inc		8,876		343,324
Kosmos Energy Ltd (Bermuda) *		1,218		13,763
Laredo Petroleum Holdings Inc *		331		6,054
National Oilwell Varco Inc		1,757		124,308
Noble Energy Inc		732		84,663
Oceaneering International Inc		1,957		129,964
Oil States International Inc *		886		72,271
Pioneer Natural Resouces Co		2,028		251,979
Range Resources Corp		2,946		238,744
RPC Inc		927		14,063
Schlumberger Ltd (Netherlands)		24,228		1,814,435
SEACOR Holdings Inc		164		12,084
SM Energy Co		1,024		60,641
Southwestern Energy Co *		2,234		83,239
The Williams Cos Inc		12,246		458,735

	Shares		Value
Whiting Petroleum Corp *		288		$14,642
World Fuel Services Corp		396		15,729
				5,907,542
Financials - 4.8%
Affiliated Managers Group Inc *		700		107,499
Alexander & Baldwin Inc *		53		1,895
Allied World Assurance Co Holdings AG (Switzerland)		319		29,578
American Campus Communities Inc REIT		177		8,025
American Express Co		11,697		789,080
American Tower Corp REIT		7,169		551,439
Aon PLC (United Kingdom)		477		29,336
Apartment Investment & Management Co ‘A’ REIT		1,958		60,032
Arch Capital Group Ltd (Bermuda) *		262		13,773
Arthur J. Gallagher & Co		2,186		90,304
BlackRock Inc		1,238		318,017
Boston Properties Inc REIT		435		43,961
BRE Properties Inc REIT		375		18,255
Brown & Brown Inc		181		5,799
Camden Property Trust REIT		1,156		79,394
CBOE Holdings Inc		1,300		48,022
CBRE Group Inc ‘A’ *		5,883		148,546
Digital Realty Trust Inc REIT		2,333		156,101
Eaton Vance Corp		2,132		89,182
Endurance Specialty Holdings Ltd (Bermuda)		78		3,729
Equity Lifestyle Properties Inc REIT		586		45,005
Equity Residential REIT		442		24,337
Erie Indemnity Co ‘A’		444		33,535
Essex Property Trust Inc REIT		690		103,900
Extra Space Storage Inc REIT		1,192		46,810
Federal Realty Investment Trust REIT		918		99,181
Federated Investors Inc ‘B’		1,317		31,173
Franklin Resources Inc		596		89,883
HCP Inc REIT		545		27,174
Home Properties Inc REIT		470		29,807
IntercontinentalExchange Inc *		1,327		216,394
Kilroy Realty Corp REIT		100		5,240
Lazard Ltd ‘A’ (Bermuda)		2,146		73,243
Leucadia National Corp		802		21,999
LPL Financial Holdings Inc		751		24,212
Marsh & McLennan Cos Inc		7,860		298,444
Mid-America Apartment Communities Inc REIT		664		45,856
Moody’s Corp		3,614		192,698
MSCI Inc *		2,267		76,919
People’s United Financial Inc		1,256		16,881
Plum Creek Timber Co Inc REIT		2,898		151,276
Post Properties Inc REIT		383		18,039
Public Storage REIT		2,592		394,813
Rayonier Inc REIT		1,770		105,616
Realogy Holdings Corp *		216		10,549
Regency Centers Corp REIT		930		49,206
SEI Investments Co		2,571		74,173
Signature Bank *		145		11,420
Simon Property Group Inc REIT		4,633		734,608
T. Rowe Price Group Inc		4,634		346,948
Tanger Factory Outlet Centers Inc REIT		1,760		63,677
Taubman Centers Inc REIT		300		23,298
The Hanover Insurance Group Inc		354		17,587
The McGraw-Hill Cos Inc		5,081		264,618
The St. Joe Co *		135		2,869
The Travelers Cos Inc		3,067		258,211
Validus Holdings Ltd (Bermuda)		255		9,529
Waddell & Reed Financial Inc ‘A’		1,625		71,143
Weyerhaeuser Co REIT		3,150		98,847
				6,801,085

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-42

PACIFIC LIFE FUNDS

PL LARGE-CAP GROWTH FUND

Schedule of Investments (Continued)

March 31, 2013

	Shares		Value
Health Care - 12.6%
Abbott Laboratories		27,099		$957,137
AbbVie Inc		27,099		1,105,097
Actavis Inc *		2,324		214,064
Agilent Technologies Inc		6,315		265,041
Alexion Pharmaceuticals Inc *		3,490		321,569
Allergan Inc		5,514		615,528
AmerisourceBergen Corp		4,291		220,772
Amgen Inc		14,129		1,448,364
ARIAD Pharmaceuticals Inc *		3,234		58,503
Baxter International Inc		9,153		664,874
Becton Dickinson & Co		3,432		328,134
Biogen Idec Inc *		4,352		839,544
BioMarin Pharmaceutical Inc *		2,209		137,532
Bristol-Myers Squibb Co		27,864		1,147,718
Bruker Corp *		1,603		30,617
C.R. Bard Inc		1,501		151,271
Cardinal Health Inc		3,341		139,052
Catamaran Corp (Canada) *		3,746		198,650
Celgene Corp *		8,003		927,628
Cerner Corp *		2,632		249,382
Charles River Laboratories International Inc *		535		23,684
Covance Inc *		61		4,534
Covidien PLC (Ireland)		423		28,696
DaVita HealthCare Partners Inc *		1,716		203,500
DENTSPLY International Inc		1,086		46,068
Edwards Lifesciences Corp *		2,111		173,440
Eli Lilly & Co		6,776		384,809
Endo Health Solutions Inc *		1,268		39,004
Express Scripts Holding Co *		14,634		843,650
Gilead Sciences Inc *		27,518		1,346,456
HCA Holdings Inc		1,990		80,854
Henry Schein Inc *		944		87,367
IDEXX Laboratories Inc *		1,012		93,499
Illumina Inc *		2,240		120,960
Incyte Corp Ltd *		1,655		38,744
Intuitive Surgical Inc *		721		354,148
Johnson & Johnson		11,227		915,337
Laboratory Corp of America Holdings *		1,731		156,136
Life Technologies Corp *		289		18,678
McKesson Corp		4,277		461,745
Medivation Inc *		1,384		64,730
Medtronic Inc		1,087		51,046
Mettler-Toledo International Inc *		568		121,109
Mylan Inc *		6,820		197,371
Myriad Genetics Inc *		1,459		37,059
Onyx Pharmaceuticals Inc *		1,274		113,208
Patterson Cos Inc		1,646		62,614
Perrigo Co		1,709		202,910
Quest Diagnostics Inc		322		18,177
Regeneron Pharmaceuticals Inc *		1,403		247,489
ResMed Inc		2,590		120,072
Salix Pharmaceuticals Ltd *		1,117		57,168
Sirona Dental Systems Inc *		177		13,050
St Jude Medical Inc *		3,962		160,223
Stryker Corp		4,141		270,159
Techne Corp		633		42,949
Tenet Healthcare Corp *		107		5,091
The Cooper Cos Inc		243		26,215
Thoratec Corp *		1,008		37,800
United Therapeutics Corp *		821		49,974
Universal Health Services Inc ‘B’		91		5,812
Varian Medical Systems Inc *		2,000		144,000
Vertex Pharmaceuticals Inc *		3,867		212,608
Warner Chilcott PLC ‘A’ (Ireland)		2,881		39,038
Waters Corp *		1,592		149,505
WellPoint Inc		324		21,459
Zimmer Holdings Inc		304		22,867
Zoetis Inc *		1,257		41,984
				17,977,473

	Shares		Value
Industrials - 12.7%
3M Co		11,333		$1,204,811
AMETEK Inc		4,426		191,911
Armstrong World Industries Inc		364		20,344
BE Aerospace Inc *		1,783		107,497
C.H. Robinson Worldwide Inc		2,998		178,261
Carlisle Cos Inc		96		6,508
Caterpillar Inc		11,855		1,031,029
Chicago Bridge & Iron Co NV (Netherlands)		1,132		70,297
Cintas Corp		849		37,466
Clean Harbors Inc *		1,026		59,600
Colfax Corp *		163		7,586
Con-way Inc		527		18,556
Copa Holdings SA ‘A’ (Panama)		512		61,240
Copart Inc *		1,927		66,058
Covanta Holding Corp		134		2,700
CSX Corp		12,781		314,796
Cummins Inc		3,492		404,409
Danaher Corp		3,599		223,678
Deere & Co		7,226		621,291
Delta Air Lines Inc *		9,740		160,807
Donaldson Co Inc		2,718		98,364
Eaton Corp PLC (Ireland)		1,554		95,183
Emerson Electric Co		11,209		626,247
Equifax Inc		1,972		113,567
Expeditors International of Washington Inc		3,439		122,807
Fastenal Co		5,379		276,212
FedEx Corp		341		33,486
Flowserve Corp		807		135,342
Fluor Corp		2,265		150,237
Fortune Brands Home & Security Inc *		454		16,993
General Cable Corp *		54		1,978
Graco Inc		1,145		66,444
Hertz Global Holdings Inc *		2,418		53,825
Honeywell International Inc		14,156		1,066,655
Hubbell Inc ‘B’		906		87,982
IDEX Corp		281		15,011
IHS Inc ‘A’ *		924		96,761
Illinois Tool Works Inc		6,906		420,852
Ingersoll-Rand PLC (Ireland)		4,450		244,795
Iron Mountain Inc		2,833		102,866
ITT Corp		377		10,718
JB Hunt Transport Services Inc		1,632		121,551
Joy Global Inc		1,914		113,921
Kansas City Southern		1,536		170,342
Kirby Corp *		791		60,749
Landstar System Inc		807		46,072
Lennox International Inc		971		61,649
Lincoln Electric Holdings Inc		1,548		83,871
Lockheed Martin Corp		4,220		407,314
Masco Corp		6,434		130,289
Matson Inc		53		1,304
MRC Global Inc *		241		7,936
MSC Industrial Direct Co Inc ‘A’		854		73,256
Nielsen Holdings NV (Netherlands)		522		18,698
Nordson Corp		1,118		73,732
PACCAR Inc		1,507		76,194
Pall Corp		2,078		142,073
Parker Hannifin Corp		1,231		112,735
Pitney Bowes Inc		1,807		26,852
Polypore International Inc *		800		32,144
Precision Castparts Corp		2,640		500,597
Robert Half International Inc		2,621		98,366
Rockwell Automation Inc		2,594		223,992
Rockwell Collins Inc		2,491		157,232
Rollins Inc		1,099		26,980
Roper Industries Inc		1,774		225,848
Snap-on Inc		200		16,540
Southwest Airlines Co		2,562		34,536

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-43

PACIFIC LIFE FUNDS

PL LARGE-CAP GROWTH FUND

Schedule of Investments (Continued)

March 31, 2013

	Shares		Value
Spirit Aerosystems Holdings Inc ‘A’ *		466		$8,849
SPX Corp		263		20,766
Stericycle Inc *		1,524		161,818
Textron Inc		301		8,973
The Babcock & Wilcox Co		2,251		63,951
The Boeing Co		12,289		1,055,011
The Dun & Bradstreet Corp		520		43,498
The Manitowoc Co Inc		1,733		35,630
The Timken Co		133		7,525
The Toro Co		1,030		47,421
TransDigm Group Inc		919		140,533
Triumph Group Inc		293		23,001
Union Pacific Corp		8,652		1,232,131
United Continental Holdings Inc *		6,124		196,029
United Parcel Service Inc ‘B’		13,161		1,130,530
United Rentals Inc *		1,725		94,823
United Technologies Corp		16,558		1,547,014
Valmont Industries Inc		438		68,884
Verisk Analytics Inc ‘A’ *		2,290		141,133
W.W. Grainger Inc		1,061		238,704
WABCO Holdings Inc *		1,113		78,567
Wabtec Corp		889		90,776
Waste Connections Inc		126		4,533
Xylem Inc		349		9,618
				18,119,661
Information Technology - 28.4%
Accenture PLC ‘A’ (Ireland)		11,698		888,697
Acme Packet Inc *		1,002		29,278
Adobe Systems Inc *		5,179		225,338
Advanced Micro Devices Inc *		10,813		27,573
Akamai Technologies Inc *		3,008		106,152
Alliance Data Systems Corp *		905		146,510
Altera Corp		5,882		208,635
Amphenol Corp ‘A’		2,951		220,292
Analog Devices Inc		437		20,316
ANSYS Inc *		1,680		136,786
Apple Inc		16,988		7,519,398
Atmel Corp *		657		4,573
Autodesk Inc *		4,273		176,218
Automatic Data Processing Inc		8,886		577,768
Avago Technologies Ltd (Singapore)		4,113		147,739
BMC Software Inc *		2,655		123,006
Broadcom Corp ‘A’		6,220		215,647
Broadridge Financial Solutions Inc		2,391		59,392
CA Inc		350		8,810
Cadence Design Systems Inc *		5,159		71,865
Citrix Systems Inc *		3,383		244,117
Cognizant Technology Solutions Corp ‘A’ *		5,532		423,807
Compuware Corp *		203		2,538
Concur Technologies Inc *		873		59,940
Cypress Semiconductor Corp *		1,449		15,982
Diebold Inc		87		2,638
Dolby Laboratories Inc ‘A’		507		17,015
DST Systems Inc		94		6,699
eBay Inc *		21,043		1,140,951
EchoStar Corp ‘A’ *		180		7,015
EMC Corp *		38,147		911,332
Equinix Inc *		882		190,785
F5 Networks Inc *		1,422		126,672
Facebook Inc ‘A’ *		7,692		196,761
FactSet Research Systems Inc		839		77,691
Fiserv Inc *		2,085		183,126
FleetCor Technologies Inc *		917		70,306
FLIR Systems Inc		2,147		55,843
Fortinet Inc *		2,244		53,138
Freescale Semiconductor Ltd (Bermuda) *		819		12,195
Fusion-io Inc *		1,161		19,006
Gartner Inc *		1,716		93,368
Genpact Ltd (Bermuda)		1,749		31,814

	Shares		Value
Global Payments Inc		1,473		$73,149
Google Inc ‘A’ *		4,704		3,735,117
Harris Corp		581		26,924
IAC/InterActiveCorp		207		9,249
Informatica Corp *		2,040		70,319
Intel Corp		67,913		1,483,899
International Business Machines Corp		19,804		4,224,193
Intuit Inc		5,335		350,243
IPG Photonics Corp		548		36,393
Jabil Circuit Inc		585		10,811
Jack Henry & Associates Inc		1,633		75,461
Lam Research Corp *		931		38,599
Lender Processing Services Inc		1,454		37,019
Linear Technology Corp		4,113		157,816
LinkedIn Corp ‘A’ *		1,187		208,983
LSI Corp *		10,689		72,471
MasterCard Inc ‘A’		1,971		1,066,567
Maxim Integrated Products Inc		2,699		88,122
Microchip Technology Inc		3,489		128,256
MICROS Systems Inc *		1,511		68,766
Microsoft Corp		136,755		3,912,561
Motorola Solutions Inc		5,014		321,046
National Instruments Corp		1,604		52,531
NCR Corp *		2,953		81,385
NetApp Inc *		4,353		148,698
NetSuite Inc *		540		43,232
NeuStar Inc ‘A’ *		1,148		53,416
Nuance Communications Inc *		4,454		89,882
Oracle Corp		69,418		2,244,978
Palo Alto Networks Inc *		94		5,320
Paychex Inc		5,542		194,358
QUALCOMM Inc		31,145		2,085,158
Rackspace Hosting Inc *		1,954		98,638
Red Hat Inc *		3,544		179,185
Riverbed Technology Inc *		2,796		41,688
Rovi Corp *		368		7,879
SAIC Inc		1,731		23,455
salesforce.com inc *		2,661		475,867
ServiceNow Inc *		194		7,023
Silicon Laboratories Inc *		673		27,835
Skyworks Solutions Inc *		3,187		70,210
SolarWinds Inc *		1,163		68,733
Solera Holdings Inc		1,301		75,887
Splunk Inc *		268		10,728
Stratasys Ltd (Israel) *		220		16,328
Symantec Corp *		709		17,498
Synopsys Inc *		187		6,710
Teradata Corp *		3,101		181,440
Teradyne Inc *		391		6,342
Texas Instruments Inc		13,971		495,691
The Western Union Co		10,394		156,326
TIBCO Software Inc *		3,130		63,289
Total System Services Inc		2,635		65,295
Trimble Navigation Ltd *		4,496		134,700
Vantiv Inc ‘A’ *		680		16,143
VeriFone Systems Inc *		1,850		38,258
VeriSign Inc *		2,629		124,299
Visa Inc ‘A’		9,494		1,612,461
VMware Inc ‘A’ *		1,598		126,050
Western Digital Corp		1,673		84,118
Workday Inc ‘A’ *		336		20,708
Xilinx Inc		4,851		185,163
Zebra Technologies Corp ‘A’ *		142		6,692
Zynga Inc ‘A’ *		2,421		8,135
				40,504,428
Materials - 3.8%
Airgas Inc		1,242		123,157
Albemarle Corp		963		60,207
Allied Nevada Gold Corp *		1,545		25,431
AptarGroup Inc		386		22,137

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-44

PACIFIC LIFE FUNDS

PL LARGE-CAP GROWTH FUND

Schedule of Investments (Continued)

March 31, 2013

	Shares		Value
Ball Corp		2,825		$134,413
Carpenter Technology Corp		61		3,007
Celanese Corp ‘A’		2,810		123,781
CF Industries Holdings Inc		251		47,783
Compass Minerals International Inc		569		44,894
Crown Holdings Inc *		615		25,590
Eastman Chemical Co		2,233		156,020
Ecolab Inc		4,724		378,770
EI du Pont de Nemours & Co		17,024		836,900
FMC Corp		2,459		140,237
International Flavors & Fragrances Inc		1,475		113,088
Intrepid Potash Inc		443		8,311
LyondellBasell Industries NV ‘A’ (Netherlands)		404		25,569
Martin Marietta Materials Inc		401		40,910
Molycorp Inc *		322		1,674
Monsanto Co		9,691		1,023,660
NewMarket Corp		150		39,054
Owens-Illinois Inc *		2,324		61,935
Packaging Corp of America		1,685		75,606
PPG Industries Inc		2,570		344,226
Praxair Inc		5,427		605,328
Rock Tenn Co ‘A’		141		13,083
Rockwood Holdings Inc		356		23,297
Royal Gold Inc		1,187		84,313
RPM International Inc		880		27,790
Sigma-Aldrich Corp		2,234		173,537
Silgan Holdings Inc		844		39,879
Southern Copper Corp		2,252		84,608
Steel Dynamics Inc		817		12,966
Tahoe Resources Inc (Canada) *		315		5,541
The Scotts Miracle-Gro Co ‘A’		638		27,587
The Sherwin-Williams Co		1,578		266,508
The Valspar Corp		1,696		105,576
Westlake Chemical Corp		80		7,480
WR Grace & Co *		1,249		96,810
				5,430,663
Telecommunication Services - 2.3%
Crown Castle International Corp *		5,323		370,694
Level 3 Communications Inc *		1,436		29,136
SBA Communications Corp ‘A’ *		2,171		156,355
tw telecom Inc *		2,831		71,313
Verizon Communications Inc		51,616		2,536,926
Windstream Corp		6,007		47,756
				3,212,180
Utilities - 0.2%
Aqua America Inc		272		8,552
ITC Holdings Corp		952		84,975
ONEOK Inc		3,824		182,290
Questar Corp		691		16,812
				292,629
Total Common Stocks (Cost $118,398,267)				139,890,252

	Shares		Value
SHORT-TERM INVESTMENT - 4.3%
Money Market Fund - 4.3%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		6,092,223		$6,092,223
Total Short-Term Investment (Cost $6,092,223)				6,092,223
TOTAL INVESTMENTS - 102.5% (Cost $124,490,490)				145,982,475
OTHER ASSETS & LIABILITIES, NET - (2.5%)				(3,584,463	)
NET ASSETS - 100.0%				$142,398,012

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Information Technology	28.4%
Consumer Discretionary	16.6%
Industrials	12.7%
Consumer Staples	12.7%
Health Care	12.6%
Financials	4.8%
Short-Term Investment	4.3%
Energy	4.1%
Materials	3.8%
Others (each less than 3.0%)	2.5%
	102.5%
Other Assets & Liabilities, Net	(2.5%	)
	100.0%

(b) As of March 31, 2013, $293,600 in cash was segregated with the broker(s)/custodian as collateral for open futures contracts.

(c) Open futures contracts outstanding as of March 31, 2013 were as follows:

Long Futures Outstanding	Number of Contracts		Notional Amount		Unrealized Appreciation
NASDAQ 100 E-Mini (06/13)		10		$558,797		$3,376
S&P 500 E-Mini (06/13)		25		1,920,844		32,466
Total Futures Contracts						$35,842

(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 March 31, 2013:

		Total Value at March 31, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks (1)		$139,890,252		$139,890,252		$—		$—
	Short-Term Investment		6,092,223		6,092,223		—		—
	Derivatives:
	Equity Contracts
	Futures		35,842		35,842		—		—
	Total		$146,018,317		$146,018,317		$—		$—

(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 B-79

B-45

PACIFIC LIFE FUNDS

PL LARGE-CAP VALUE FUND

Schedule of Investments

March 31, 2013

	Shares		Value
COMMON STOCKS - 96.6%
Consumer Discretionary - 15.0%
DISH Network Corp ‘A’		182,583		$6,919,896
McDonald’s Corp		27,409		2,732,403
News Corp ‘A’		330,150		10,076,178
SES SA FDR (Luxembourg)		99,909		3,132,866
Target Corp		56,096		3,839,771
The Home Depot Inc		89,637		6,254,870
Time Warner Cable Inc		70,485		6,770,789
Time Warner Inc		154,610		8,908,628
				48,635,401
Consumer Staples - 12.3%
Altria Group Inc		100,338		3,450,624
Anheuser-Busch InBev NV ADR (Belgium)		61,709		6,143,131
CVS Caremark Corp		181,779		9,996,027
Kimberly-Clark Corp		65,972		6,463,937
Lorillard Inc		80,067		3,230,703
Philip Morris International Inc		113,563		10,528,426
				39,812,848
Energy - 11.4%
Apache Corp		37,441		2,888,948
Chevron Corp		78,253		9,298,021
Exxon Mobil Corp		82,886		7,468,857
Halliburton Co		144,255		5,829,345
Royal Dutch Shell PLC ‘A’ ADR (United Kingdom)		65,622		4,275,930
Suncor Energy Inc (Canada)		114,705		3,442,297
Transocean Ltd (Switzerland) *		74,605		3,876,476
				37,079,874
Financials - 24.5%
American Express Co		106,578		7,189,752
Capital One Financial Corp		65,388		3,593,071
JPMorgan Chase & Co		253,832		12,046,867
Loews Corp		94,192		4,151,041
Marsh & McLennan Cos Inc		145,960		5,542,101
MetLife Inc		95,101		3,615,740
State Street Corp		136,540		8,068,149
The Bank of New York Mellon Corp		127,910		3,580,201
The Progressive Corp		128,798		3,254,725
The Travelers Cos Inc		79,359		6,681,234
U.S. Bancorp		289,258		9,814,524
Wells Fargo & Co		319,893		11,832,842
				79,370,247
Health Care - 8.9%
Johnson & Johnson		73,043		5,955,196
Merck & Co Inc		153,292		6,780,105
Novartis AG ADR (Switzerland)		51,864		3,694,791
Pfizer Inc		144,156		4,160,342
Teva Pharmaceutical Industries Ltd ADR (Israel)		96,861		3,843,444
WellPoint Inc		65,065		4,309,255
				28,743,133
Industrials - 8.6%
General Electric Co		314,139		7,262,894
Honeywell International Inc		110,415		8,319,770
Illinois Tool Works Inc		92,985		5,666,506
United Technologies Corp		70,564		6,592,795
				27,841,965
Information Technology - 7.8%
International Business Machines Corp		32,164		6,860,581
Microsoft Corp		138,827		3,971,840
Motorola Solutions Inc		87,928		5,630,030
TE Connectivity Ltd (Switzerland)		120,443		5,050,175
Xerox Corp		449,642		3,866,921
				25,379,547

	Shares		Value
Materials - 2.9%
Air Products & Chemicals Inc		52,370		$4,562,475
Crown Holdings Inc *		112,605		4,685,494
				9,247,969
Telecommunication Services - 2.9%
AT&T Inc		98,867		3,627,430
CenturyLink Inc		70,439		2,474,522
Verizon Communications Inc		67,341		3,309,810
				9,411,762
Utilities - 2.3%
Sempra Energy		92,150		7,366,471
Total Common Stocks (Cost $217,853,068)				312,889,217
SHORT-TERM INVESTMENT - 3.3%
Money Market Fund - 3.3%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		10,757,096		10,757,096
Total Short-Term Investment (Cost $10,757,096)				10,757,096
TOTAL INVESTMENTS - 99.9% (Cost $228,610,164)				323,646,313
OTHER ASSETS & LIABILITIES, NET - 0.1%				438,297
NET ASSETS - 100.0%				$324,084,610

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Financials	24.5%
Consumer Discretionary	15.0%
Consumer Staples	12.3%
Energy	11.4%
Health Care	8.9%
Industrials	8.6%
Information Technology	7.8%
Short-Term Investment	3.3%
Others (each less than 3.0%)	8.1%
	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 B-79

B-46

PACIFIC LIFE FUNDS

PL LARGE-CAP VALUE FUND

Schedule of Investments (Continued)

March 31, 2013

(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 March 31, 2013:

		Total Value at March 31, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks
	Consumer Discretionary		$48,635,401		$45,502,535		$3,132,866		$—
	Consumer Staples		39,812,848		39,812,848		—		—
	Energy		37,079,874		37,079,874		—		—
	Financials		79,370,247		79,370,247		—		—
	Health Care		28,743,133		28,743,133		—		—
	Industrials		27,841,965		27,841,965		—		—
	Information Technology		25,379,547		25,379,547		—		—
	Materials		9,247,969		9,247,969		—		—
	Telecommunication Services		9,411,762		9,411,762		—		—
	Utilities		7,366,471		7,366,471		—		—
			312,889,217		309,756,351		3,132,866		—
	Short-Term Investment		10,757,096		10,757,096		—		—
	Total		$323,646,313		$320,513,447		$3,132,866		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-47

PACIFIC LIFE FUNDS

PL MAIN STREET^® CORE FUND

Schedule of Investments

March 31, 2013

	Shares		Value
PREFERRED STOCKS - 1.4%
Consumer Staples - 1.4%
Henkel AG & Co KGaA (Germany)		31,200		$3,004,024
Total Preferred Stocks (Cost $2,597,502)				3,004,024
COMMON STOCKS - 96.3%
Consumer Discretionary - 4.7%
AutoZone Inc *		12,580		4,991,367
Ford Motor Co		159,742		2,100,607
The TJX Cos Inc		61,240		2,862,970
				9,954,944
Consumer Staples - 10.7%
Dr Pepper Snapple Group Inc		104,240		4,894,068
Kraft Foods Group Inc		64,945		3,346,616
Philip Morris International Inc		108,545		10,063,207
The J.M. Smucker Co		44,970		4,459,225
				22,763,116
Energy - 8.7%
Chevron Corp		63,834		7,584,756
National Oilwell Varco Inc		99,360		7,029,720
Noble Energy Inc		34,148		3,949,558
				18,564,034
Financials - 20.0%
American International Group Inc *		56,910		2,209,246
CIT Group Inc *		147,043		6,393,430
Citigroup Inc		125,807		5,565,702
CME Group Inc ‘A’		40,550		2,489,364
Discover Financial Services		80,585		3,613,431
JPMorgan Chase & Co		199,740		9,479,660
Lincoln National Corp		46,320		1,510,495
M&T Bank Corp		6,080		627,213
Marsh & McLennan Cos Inc		92,670		3,518,680
Moody’s Corp		20,870		1,112,788
MSCI Inc *		41,450		1,406,399
The McGraw-Hill Cos Inc		88,928		4,631,370
				42,557,778
Health Care - 16.1%
Abbott Laboratories		68,720		2,427,190
AbbVie Inc		68,720		2,802,402
Actavis Inc *		61,690		5,682,266
Bristol-Myers Squibb Co		51,360		2,115,518
Covidien PLC (Ireland)		102,700		6,967,168
Express Scripts Holding Co *		117,819		6,792,265
Pfizer Inc		131,195		3,786,288
Sanofi (France)		22,890		2,334,227
UnitedHealth Group Inc		24,160		1,382,194
				34,289,518
Industrials - 10.2%
CSX Corp		218,790		5,388,798
L-3 Communications Holdings Inc		20,190		1,633,775
The ADT Corp		55,982		2,739,759
Towers Watson & Co ‘A’		40,610		2,815,085
Tyco International Ltd (Switzerland)		111,965		3,582,880
United Parcel Service Inc ‘B’		62,706		5,386,445
				21,546,742

	Shares		Value
Information Technology - 22.6%
Amdocs Ltd (United Kingdom)		21,710		$786,987
Apple Inc		25,352		11,221,556
Corning Inc		151,980		2,025,893
eBay Inc *		139,390		7,557,726
Facebook Inc ‘A’ *		24,920		637,454
Google Inc ‘A’ *		4,406		3,498,496
International Business Machines Corp		48,280		10,298,124
Microsoft Corp		149,350		4,272,904
QUALCOMM Inc		68,452		4,582,861
Western Digital Corp		59,960		3,014,789
				47,896,790
Materials - 2.6%
PPG Industries Inc		5,240		701,846
Vulcan Materials Co		93,150		4,815,855
				5,517,701
Telecommunication Services - 0.7%
America Movil SAB de CV ‘L’ ADR (Mexico)		74,640		1,564,454
Total Common Stocks (Cost $152,598,664)				204,655,077
SHORT-TERM INVESTMENT - 2.1%
Money Market Fund - 2.1%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		4,352,085		4,352,085
Total Short-Term Investment (Cost $4,352,085)				4,352,085
TOTAL INVESTMENTS - 99.8% (Cost $159,548,251)				212,011,186
OTHER ASSETS & LIABILITIES, NET - 0.2%				417,120
NET ASSETS - 100.0%				$212,428,306

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Information Technology	22.6%
Financials	20.0%
Health Care	16.1%
Consumer Staples	12.1%
Industrials	10.2%
Energy	8.7%
Consumer Discretionary	4.7%
Others (each less than 3.0%)	5.4%
	99.8%
Other Assets & Liabilities, Net	0.2%
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-48

PACIFIC LIFE FUNDS

PL MAIN STREET CORE FUND

Schedule of Investments (Continued)

March 31, 2013

(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 March 31, 2013:

		Total Value at March 31, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Preferred Stocks (1)		$3,004,024		$—		$3,004,024		$—
	Common Stocks
	Consumer Discretionary		9,954,944		9,954,944		—		—
	Consumer Staples		22,763,116		22,763,116		—		—
	Energy		18,564,034		18,564,034		—		—
	Financials		42,557,778		42,557,778		—		—
	Health Care		34,289,518		31,955,291		2,334,227		—
	Industrials		21,546,742		21,546,742		—		—
	Information Technology		47,896,790		47,896,790		—		—
	Materials		5,517,701		5,517,701		—		—
	Telecommunication Services		1,564,454		1,564,454		—
			204,655,077		202,320,850		2,334,227		—
	Short-Term Investment		4,352,085		4,352,085		—		—
	Total		$212,011,186		$206,672,935		$5,338,251		$—

(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 B-79

B-49

PACIFIC LIFE FUNDS

PL MID-CAP EQUITY FUND

Schedule of Investments

March 31, 2013

	Shares		Value
CONVERTIBLE PREFERRED STOCKS - 0.0%
Industrials - 0.0%
Better Place LLC ‘B’ 8.000% * ¯ +		229,480		$—
Total Convertible Preferred Stocks (Cost $573,700)				—
COMMON STOCKS - 99.0%
Consumer Discretionary - 13.2%
AutoZone Inc *		1,847		732,834
Chipotle Mexican Grill Inc *		2,784		907,222
D.R. Horton Inc		48,976		1,190,117
Discovery Communications Inc ‘C’ *		10,650		740,601
Dollar General Corp *		28,272		1,429,998
HomeAway Inc *		19,397		630,403
Life Time Fitness Inc *		17,619		753,741
LKQ Corp *		46,628		1,014,625
Michael Kors Holdings Ltd (United Kingdom) *		11,735		666,431
Nordstrom Inc		16,462		909,196
Polaris Industries Inc		10,966		1,014,245
priceline.com Inc *		807		555,160
Ross Stores Inc		27,100		1,642,802
TripAdvisor Inc *		24,784		1,301,656
TRW Automotive Holdings Corp *		50,909		2,799,995
Ulta Salon Cosmetics & Fragrance Inc *		7,235		587,265
Whirlpool Corp		6,079		720,118
Wynn Resorts Ltd		5,771		722,298
				18,318,707
Consumer Staples - 7.6%
Darling International Inc *		62,217		1,117,417
Hormel Foods Corp		43,839		1,811,427
Monster Beverage Corp *		14,562		695,190
The Hershey Co		16,994		1,487,485
The J.M. Smucker Co		32,965		3,268,810
Tyson Foods Inc ‘A’		56,966		1,413,896
Whole Foods Market Inc		8,256		716,208
				10,510,433
Energy - 14.0%
Bristow Group Inc		10,952		722,175
Cabot Oil & Gas Corp		41,760		2,823,394
Energy XXI Ltd (Bermuda)		22,918		623,828
Gulfport Energy Corp *		56,982		2,611,485
Hess Corp		27,883		1,996,702
Kodiak Oil & Gas Corp (Canada) *		88,713		806,401
Oasis Petroleum Inc *		14,263		542,992
Oceaneering International Inc		10,813		718,091
Peabody Energy Corp		29,399		621,789
Tesoro Corp		11,270		659,859
Tidewater Inc		50,141		2,532,121
Western Refining Inc		20,938		741,415
WPX Energy Inc *		249,056		3,989,877
				19,390,129
Financials - 22.4%
Arch Capital Group Ltd (Bermuda) *		23,160		1,217,521
AXIS Capital Holdings Ltd (Bermuda)		51,511		2,143,888
Comerica Inc		72,934		2,621,977
CYS Investments Inc REIT		214,483		2,518,030
Hatteras Financial Corp REIT		105,851		2,903,493
KeyCorp		495,471		4,934,891
Lincoln National Corp		99,140		3,232,956
Principal Financial Group Inc		81,582		2,776,235
Reinsurance Group of America Inc		16,220		967,847
Signature Bank *		12,787		1,007,104

	Shares		Value
The Hartford Financial Services Group Inc		208,590		$5,381,622
Validus Holdings Ltd (Bermuda)		18,911		706,704
W.R. Berkley Corp		12,691		563,100
				30,975,368
Health Care - 7.5%
Catamaran Corp (Canada) *		6,430		340,983
Centene Corp *		15,587		686,452
HMS Holdings Corp *		27,242		739,620
Hologic Inc *		88,682		2,004,213
Humana Inc		12,231		845,284
MEDNAX Inc *		17,750		1,590,933
The Cooper Cos Inc		12,792		1,380,001
Universal Health Services Inc ‘B’		11,327		723,455
Vertex Pharmaceuticals Inc *		21,676		1,191,746
Zimmer Holdings Inc		11,993		902,113
				10,404,800
Industrials - 9.6%
AGCO Corp		36,111		1,882,105
Chart Industries Inc *		12,068		965,561
Fluor Corp		20,984		1,391,869
Jacobs Engineering Group Inc *		33,221		1,868,349
Manpower Inc		12,213		692,721
Parker Hannifin Corp		20,116		1,842,223
Quanta Services Inc *		11,650		332,957
Rockwell Automation Inc		6,935		598,837
Textron Inc		78,186		2,330,725
United Rentals Inc *		13,998		769,470
WESCO International Inc *		9,452		686,310
				13,361,127
Information Technology - 13.2%
ANSYS Inc *		9,524		775,444
Applied Materials Inc		48,988		660,358
Avnet Inc *		22,319		807,948
Computer Sciences Corp		33,374		1,643,002
Cree Inc *		19,821		1,084,407
FEI Co		8,531		550,676
IAC/ InterActiveCorp		57,493		2,568,787
IPG Photonics Corp		10,879		722,475
JDS Uniphase Corp *		141,383		1,890,291
Lam Research Corp *		62,265		2,581,507
Linear Technology Corp		40,205		1,542,666
MICROS Systems Inc *		26,836		1,221,306
Skyworks Solutions Inc *		44,544		981,304
Teradata Corp *		12,507		731,785
Trimble Navigation Ltd *		15,554		465,998
				18,227,954
Materials - 5.8%
Agnico-Eagle Mines Ltd (Canada)		12,012		492,972
Allegheny Technologies Inc		26,698		846,594
Celanese Corp ‘A’		14,472		637,492
Compass Minerals International Inc		17,219		1,358,579
Eagle Materials Inc		26,408		1,759,565
NewMarket Corp		3,628		944,586
Royal Gold Inc		9,549		678,265
Silver Wheaton Corp (Canada)		17,236		540,349
Westlake Chemical Corp		8,004		748,374
				8,006,776
Utilities - 5.7%
Alliant Energy Corp		57,646		2,892,676
Questar Corp		164,830		4,010,314
Xcel Energy Inc		32,765		973,121
				7,876,111
Total Common Stocks (Cost $125,561,898)				137,071,405

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-50

PACIFIC LIFE FUNDS

PL MID-CAP EQUITY FUND

Schedule of Investments (Continued)

March 31, 2013

	Shares		Value
SHORT-TERM INVESTMENT - 1.0%
Money Market Fund - 1.0%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		1,335,249		$1,335,249
Total Short-Term Investment (Cost $1,335,249)				1,335,249
TOTAL INVESTMENTS - 100.0% (Cost $127,470,847)				138,406,654
OTHER ASSETS & LIABILITIES, NET - 0.0%				8,963
NET ASSETS - 100.0%				$138,415,617

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Financials	22.4%
Energy	14.0%
Consumer Discretionary	13.2%
Information Technology	13.2%
Industrials	9.6%
Consumer Staples	7.6%
Health Care	7.5%
Materials	5.8%
Utilities	5.7%
Others (each less than 3.0%)	1.0%
	100.0%
Other Assets & Liabilities, Net	0.0%
	100.0%

(b) Restricted securities as of March 31, 2013 were as follows:

Issuer and Acquisition Date	Cost		Value		Value as a % of Net Assets
Better Place LLC ‘B’ 8.000%
Acq. 01/25/10		$573,700		$—		—%

(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 March 31, 2013:

		Total Value at March 31, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks (1)		$137,071,405		$137,071,405		$—		$—
	Short-Term Investment		1,335,249		1,335,249		—		—
	Total		$138,406,654		$138,406,654		$—		$—

(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 B-79

B-51

PACIFIC LIFE FUNDS

PL MID-CAP GROWTH FUND

Schedule of Investments

March 31, 2013

	Shares		Value
CONVERTIBLE PREFERRED STOCKS - 0.0%
Industrials - 0.0%
Better Place LLC ‘B’ 8.000% * ¯ +		118,395		$—
Total Convertible Preferred Stocks (Cost $295,986)				—
COMMON STOCKS - 98.1%
Consumer Discretionary - 13.0%
Aimia Inc (Canada)		26,956		408,645
Coach Inc		9,149		457,359
Dollar Tree Inc *		34,050		1,649,041
Dunkin’ Brands Group Inc		25,576		943,243
Groupon Inc *		139,352		852,834
Morningstar Inc		13,584		949,793
New Oriental Education & Technology Group ADR (Cayman)		39,890		718,020
Tesla Motors Inc *		18,308		693,690
TripAdvisor Inc *		2,577		135,344
Weight Watchers International Inc		14,345		604,068
Wyndham Worldwide Corp		8,741		563,620
				7,975,657
Consumer Staples - 6.6%
DE Master Blenders 1753 NV (Netherlands) *		117,964		1,824,344
McCormick & Co Inc		4,650		342,008
Mead Johnson Nutrition Co		13,094		1,014,130
Monster Beverage Corp *		18,546		885,386
				4,065,868
Energy - 2.6%
Range Resources Corp		19,653		1,592,679
Financials - 11.3%
Arch Capital Group Ltd (Bermuda) *		21,856		1,148,970
Greenhill & Co Inc		9,955		531,398
IntercontinentalExchange Inc *		6,302		1,027,667
MSCI Inc *		47,011		1,595,083
The McGraw-Hill Cos Inc		21,442		1,116,699
The Progressive Corp		60,521		1,529,366
				6,949,183
Health Care - 10.7%
athenahealth Inc *		16,941		1,643,955
Illumina Inc *		35,906		1,938,924
Intuitive Surgical Inc *		2,592		1,273,164
Ironwood Pharmaceuticals Inc ‘A’ *		33,267		608,453
Qualicorp SA (Brazil) *		100,273		1,008,312
Techne Corp		2,087		141,603
				6,614,411
Industrials - 15.8%
Covanta Holding Corp		39,908		804,146
Edenred (France)		71,105		2,328,329
IHS Inc ‘A’ *		15,342		1,606,614
Intertek Group PLC (United Kingdom)		17,561		907,262
Sensata Technologies Holding NV (Netherlands) *		19,505		641,129
Stericycle Inc *		14,832		1,574,862
Verisk Analytics Inc ‘A’ *		30,464		1,877,496
				9,739,838
Information Technology - 29.6%
3D Systems Corp *		9,680		312,083
Akamai Technologies Inc *		43,483		1,534,515
First Solar Inc *		24,621		663,782

	Shares		Value
Gartner Inc *		32,270		$1,755,811
LinkedIn Corp ‘A’ *		9,914		1,745,459
MercadoLibre Inc		7,948		767,459
Motorola Solutions Inc		38,286		2,451,453
Qihoo 360 Technology Co Ltd ADR (Cayman) *		15,635		463,265
salesforce.com inc *		9,697		1,734,115
ServiceNow Inc *		9,707		351,393
SINA Corp (Cayman) *		5,530		268,703
Solera Holdings Inc		39,879		2,326,142
Splunk Inc *		9,811		392,734
Trimble Navigation Ltd *		20,147		603,604
Workday Inc ‘A’ *		7,304		450,146
Yandex NV ‘A’ (Netherlands) *		56,191		1,299,136
Youku Tudou Inc ADR (Cayman) *		38,462		645,008
Zynga Inc ‘A’ *		130,185		437,422
				18,202,230
Materials - 5.4%
Intrepid Potash Inc		6,991		131,151
Martin Marietta Materials Inc		15,532		1,584,575
Rockwood Holdings Inc		24,981		1,634,757
				3,350,483
Utilities - 3.1%
Brookfield Infrastructure Partners LP (Bermuda)		50,497		1,921,916
Total Common Stocks (Cost $47,401,600)				60,412,265
SHORT-TERM INVESTMENT - 1.7%
Money Market Fund - 1.7%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		1,050,988		1,050,988
Total Short-Term Investment (Cost $1,050,988)				1,050,988
TOTAL INVESTMENTS - 99.8% (Cost $48,748,574)				61,463,253
OTHER ASSETS & LIABILITIES, NET - 0.2%				93,600
NET ASSETS - 100.0%				$61,556,853

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Information Technology	29.6%
Industrials	15.8%
Consumer Discretionary	13.0%
Financials	11.3%
Health Care	10.7%
Consumer Staples	6.6%
Materials	5.4%
Utilities	3.1%
Others (each less than 3.0%)	4.3%
	99.8%
Other Assets & Liabilities, Net	0.2%
	100.0%

(b) Restricted securities as of March 31, 2013 were as follows:

Issuer and Acquisition Date	Cost		Value		Value as a % of Net Assets
Better Place LLC ‘B’ 8.000% Acq. 01/25/10		$295,986		$—		0.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-52

PACIFIC LIFE FUNDS

PL MID-CAP GROWTH FUND

Schedule of Investments (Continued)

March 31, 2013

(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 March 31, 2013:

		Total Value at March 31, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks
	Consumer Discretionary		$7,975,657		$7,975,657		$—		$—
	Consumer Staples		4,065,868		2,241,524		1,824,344		—
	Energy		1,592,679		1,592,679		—		—
	Financials		6,949,183		6,949,183		—		—
	Health Care		6,614,411		6,614,411		—		—
	Industrials		9,739,838		6,504,247		3,235,591		—
	Information Technology		18,202,230		18,202,230		—		—
	Materials		3,350,483		3,350,483		—		—
	Utilities		1,921,916		1,921,916		—		—
			60,412,265		55,352,330		5,059,935		—
	Short-Term Investment		1,050,988		1,050,988		—		—
	Total		$61,463,253		$56,403,318		$5,059,935		$—

During the year ended March 31, 2013, an investment with a value of $1,008,312 was 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.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-53

PACIFIC LIFE FUNDS

PL SMALL-CAP GROWTH FUND

Schedule of Investments

March 31, 2013

	Shares		Value
COMMON STOCKS - 95.8%
Consumer Discretionary - 17.2%
American Axle & Manufacturing Holdings Inc *		27,250		$371,962
ANN Inc *		15,200		441,104
Brunswick Corp		13,450		460,259
Buffalo Wild Wings Inc *		5,050		442,026
Dana Holding Corp		22,550		402,066
Domino’s Pizza Inc		10,550		542,692
DSW Inc ‘A’		7,650		488,070
Fifth & Pacific Cos Inc *		32,450		612,656
Five Below Inc *		13,650		517,198
Interval Leisure Group Inc		14,865		323,165
Life Time Fitness Inc *		8,770		375,181
Lions Gate Entertainment Corp (Canada) *		19,650		467,081
Marriott Vacations Worldwide Corp *		12,750		547,103
Pier 1 Imports Inc		25,150		578,450
Six Flags Entertainment Corp		7,700		558,096
Sotheby’s		4,050		151,511
The Children’s Place *		5,480		245,613
Tupperware Brands Corp		6,475		529,267
Vitamin Shoppe Inc *		8,850		432,323
Wolverine World Wide Inc		6,000		266,220
				8,752,043
Consumer Staples - 3.4%
B&G Foods Inc		16,700		509,183
The Fresh Market Inc *		6,600		282,282
The Hain Celestial Group Inc *		8,135		496,886
United Natural Foods Inc *		8,800		432,960
				1,721,311
Energy - 5.9%
Approach Resources Inc *		15,900		391,299
Berry Petroleum Co ‘A’		4,350		201,361
Bristow Group Inc		3,200		211,008
Dril-Quip Inc *		3,065		267,176
Energy XXI Ltd (Bermuda)		15,650		425,993
Helix Energy Solutions Group Inc *		10,750		245,960
Kodiak Oil & Gas Corp *		38,850		353,147
Northern Oil & Gas Inc *		28,750		413,425
Rosetta Resources Inc *		10,800		513,864
				3,023,233
Financials - 6.5%
Fortress Investment Group LLC ‘A’		57,150		365,760
Jones Lang LaSalle Inc		3,850		382,729
Northwest Bancshares Inc		22,750		288,698
Ryman Hospitality Properties REIT		9,917		453,703
Silver Bay Realty Trust Corp REIT		18,344		379,720
Texas Capital Bancshares Inc *		11,350		459,108
Two Harbors Investment Corp REIT		33,550		423,066
WisdomTree Investments Inc *		51,150		531,960
				3,284,744
Health Care - 18.5%
Achillion Pharmaceuticals Inc *		13,500		117,990
Acorda Therapeutics Inc *		7,800		249,834
Align Technology Inc *		12,450		417,199
Alkermes PLC (Ireland) *		17,400		412,554
athenahealth Inc *		3,650		354,196
Centene Corp *		5,750		253,230
Cepheid Inc *		11,600		445,092
Cubist Pharmaceuticals Inc *		5,500		257,510
Endologix Inc *		24,150		390,022
Greenway Medical Technologies Inc *		17,400		276,660
HealthSouth Corp *		15,100		398,187
HeartWare International Inc *		3,800		336,034
HMS Holdings Corp *		13,050		354,308

	Shares		Value
Idenix Pharmaceuticals Inc *		30,500		$108,580
Insulet Corp *		18,870		487,978
Molina Healthcare Inc *		8,350		257,765
NxStage Medical Inc *		20,500		231,240
Orexigen Therapeutics Inc *		27,100		169,375
PAREXEL International Corp *		7,375		291,386
Pharmacyclics Inc *		4,750		381,948
Questcor Pharmaceuticals Inc		10,000		325,400
Seattle Genetics Inc *		6,100		216,611
Synageva BioPharma Corp *		5,250		288,330
Team Health Holdings Inc *		16,150		587,537
Tenet Healthcare Corp *		10,262		488,266
Theravance Inc *		5,300		125,186
Thoratec Corp *		7,020		263,250
ViroPharma Inc *		11,000		276,760
Volcano Corp *		14,850		330,561
Wright Medical Group Inc *		13,250		315,483
				9,408,472
Industrials - 16.5%
A.O. Smith Corp		6,300		463,491
Actuant Corp ‘A’		18,695		572,440
Acuity Brands Inc		3,550		246,192
Alaska Air Group Inc *		10,100		645,996
Avis Budget Group Inc *		16,050		446,671
Beacon Roofing Supply Inc *		12,050		465,853
Chart Industries Inc *		5,700		456,057
Esterline Technologies Corp *		5,030		380,771
Genesee & Wyoming Inc ‘A’ *		6,870		639,665
Hexcel Corp *		17,500		507,675
Hub Group Inc ‘A’ *		13,250		509,595
Middleby Corp *		3,000		456,450
Primoris Services Corp		15,350		339,389
RBC Bearings Inc *		11,065		559,446
Tetra Tech Inc *		19,500		594,555
The ExOne Co *		10,300		345,050
United Rentals Inc *		7,050		387,539
US Airways Group Inc *		22,000		373,340
				8,390,175
Information Technology - 21.9%
Allot Communications Ltd (Israel) *		1,830		21,850
Applied Micro Circuits Corp *		23,850		176,967
Aruba Networks Inc *		9,950		246,163
Aspen Technology Inc *		16,700		539,243
BroadSoft Inc *		13,150		348,081
Cadence Design Systems Inc *		41,650		580,184
Cognex Corp		13,550		571,132
CommVault Systems Inc *		6,600		541,068
CoStar Group Inc *		4,250		465,205
Cypress Semiconductor Corp *		28,100		309,943
DealerTrack Holdings Inc *		15,300		449,514
E2open Inc *		8,000		159,520
ExactTarget Inc *		21,950		510,776
Finisar Corp *		17,550		231,484
Fortinet Inc *		15,400		364,672
Freescale Semiconductor Ltd (Bermuda) *		15,300		227,817
Fusion-io Inc *		12,550		205,443
Infoblox Inc *		18,650		404,705
InterXion Holding NV (Netherlands) *		14,250		345,135
MAXIMUS Inc		6,550		523,804
Microsemi Corp *		22,100		512,057
OpenTable Inc *		5,290		333,164
OSI Systems Inc *		5,100		317,679
Radware Ltd (Israel) *		10,550		398,052
Ruckus Wireless Inc *		14,090		295,890
Semtech Corp *		4,550		161,025
Silicon Graphics International Corp *		25,400		349,250
Sourcefire Inc *		4,600		272,458
Trulia Inc *		8,950		280,851

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-54

PACIFIC LIFE FUNDS

PL SMALL-CAP GROWTH FUND

Schedule of Investments (Continued)

March 31, 2013

	Shares		Value
Ultimate Software Group Inc *		5,200		$541,632
WEX Inc *		6,215		487,878
				11,172,642
Materials - 4.6%
Berry Plastics Group Inc *		18,550		353,377
Chemtura Corp *		21,300		460,293
Cytec Industries Inc		6,800		503,744
Eagle Materials Inc		6,100		406,443
PolyOne Corp		16,475		402,155
Rockwood Holdings Inc		3,150		206,136
				2,332,148
Telecommunication Services - 0.8%
Cogent Communications Group Inc		15,600		411,840
Utilities - 0.5%
ITC Holdings Corp		2,930		261,532
Total Common Stocks (Cost $37,765,188)				48,758,140
SHORT-TERM INVESTMENT - 4.0%
Money Market Fund - 4.0%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		2,045,606		2,045,606
Total Short-Term Investment (Cost $2,045,606)				2,045,606
TOTAL INVESTMENTS - 99.8% (Cost $39,810,794)				50,803,746
OTHER ASSETS & LIABILITIES, NET - 0.2%				94,295
NET ASSETS - 100.0%				$50,898,041

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Information Technology	21.9%
Health Care	18.5%
Consumer Discretionary	17.2%
Industrials	16.5%
Financials	6.5%
Energy	5.9%
Materials	4.6%
Short-Term Investment	4.0%
Consumer Staples	3.4%
Others (each less than 3.0%)	1.3%
	99.8%
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 March 31, 2013:

		Total Value at March 31, 2013		Level 1 Quoted Price		Level 2 Significant Observable Input		Level 3 Significant Unobservable Input
Assets	Common Stocks (1)		$48,758,140		$48,758,140		$—		$—
	Short-Term Investment		2,045,606		2,045,606		—		—
	Total		$50,803,746		$50,803,746		$—		$—

(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 B-79

B-55

PACIFIC LIFE FUNDS

PL SMALL-CAP VALUE FUND

Schedule of Investments

March 31, 2013

	Shares		Value
COMMON STOCKS - 94.8%
Consumer Discretionary - 10.4%
Aaron’s Inc		36,000		$1,032,480
Bob Evans Farms Inc		4,461		190,128
Cinemark Holdings Inc		52,600		1,548,544
Cracker Barrel Old Country Store Inc		13,000		1,051,050
Group 1 Automotive Inc		17,500		1,051,225
Harman International Industries Inc		28,500		1,271,955
Hillenbrand Inc		22,600		571,328
International Game Technology		84,437		1,393,211
Meredith Corp		33,709		1,289,706
Rent-A-Center Inc		6,102		225,408
Sturm Ruger & Co Inc		12,690		643,764
The Buckle Inc		25,335		1,181,878
True Religion Apparel Inc		15,809		412,773
Wolverine World Wide Inc		28,500		1,264,545
				13,127,995
Consumer Staples - 6.0%
Cal-Maine Foods Inc		18,400		783,104
Casey’s General Stores Inc		10,591		617,455
Cott Corp (Canada)		32,100		324,852
Fresh Del Monte Produce Inc (Cayman)		15,700		423,586
Harris Teeter Supermarkets Inc		27,200		1,161,712
Ingredion Inc		24,900		1,800,768
The Andersons Inc		18,109		969,193
Universal Corp		22,300		1,249,692
Weis Markets Inc		5,800		236,060
				7,566,422
Energy - 12.6%
Alliance Resource Partners LP		10,400		662,480
Berry Petroleum Co ‘A’		36,600		1,694,214
Bristow Group Inc		25,700		1,694,658
Buckeye Partners LP		15,100		923,516
Calumet Specialty Products Partners LP		11,500		428,375
Cimarex Energy Co		9,600		724,224
CVR Energy Inc		30,700		1,584,734
Delek US Holdings Inc		4,100		161,786
Energen Corp		24,500		1,274,245
Ensign Energy Services Inc (Canada)		14,700		250,631
Pioneer Southwest Energy Partners LP		13,700		334,691
Precision Drilling Corp (Canada)		20,300		187,369
Ship Finance International Ltd (Bermuda)		50,657		893,589
Sunoco Logistics Partners LP		10,238		669,565
Tidewater Inc		25,200		1,272,600
TransMontaigne Partners LP		7,600		385,624
Western Refining Inc		29,500		1,044,595
World Fuel Services Corp		40,300		1,600,716
				15,787,612
Financials - 19.9%
American Financial Group Inc		25,000		1,184,500
American Realty Capital Properties Inc REIT		75,142		1,103,085
AmTrust Financial Services Inc		21,230		735,620
Bank of Hawaii Corp		24,200		1,229,602
Canadian Western Bank (Canada)		18,282		510,208
CapitalSource Inc		119,100		1,145,742
Cardinal Financial Corp		14,566		264,810
Cash America International Inc		25,000		1,311,750
Community Trust Bancorp Inc		3,800		129,314
First American Financial Corp		50,700		1,296,399
First Niagara Financial Group Inc		140,900		1,248,374
FirstMerit Corp		20,100		332,253
Franklin Street Properties Corp REIT		42,400		619,888
Fulton Financial Corp		106,400		1,244,880
Glacier Bancorp Inc		1,516		28,774
Hatteras Financial Corp REIT		22,800		625,404

	Shares		Value
Home Loan Servicing Solutions Ltd (Cayman)		34,508		$805,072
Lakeland Financial Corp		4,962		132,436
Montpelier Re Holdings Ltd (Bermuda)		15,809		411,824
Old National Bancorp		43,800		602,250
Omega Healthcare Investors Inc REIT		46,200		1,402,632
Prosperity Bancshares Inc		25,100		1,189,489
PS Business Parks Inc REIT		11,000		868,120
Raymond James Financial Inc		26,800		1,235,480
Retail Properties of America Inc ‘A’ REIT		61,144		904,931
Starwood Property Trust Inc REIT		48,100		1,335,256
Susquehanna Bancshares Inc		78,500		975,755
Tompkins Financial Corp		4,000		169,120
Trustmark Corp		35,706		893,007
Washington Federal Inc		49,431		865,043
WesBanco Inc		7,129		170,740
				24,971,758
Health Care - 6.1%
Owens & Minor Inc		40,100		1,305,656
PerkinElmer Inc		42,850		1,441,474
STERIS Corp		36,300		1,510,443
Teleflex Inc		18,300		1,546,533
The Cooper Cos Inc		16,300		1,758,444
The Ensign Group Inc		2,183		72,912
				7,635,462
Industrials - 17.7%
ABM Industries Inc		14,300		318,032
Alliant Techsystems Inc		22,200		1,607,946
Applied Industrial Technologies Inc		10,200		459,000
Barnes Group Inc		36,600		1,058,838
Belden Inc		30,000		1,549,500
Crane Co		27,200		1,519,392
Cubic Corp		8,400		358,848
Curtiss-Wright Corp		32,400		1,124,280
Elbit Systems Ltd (Israel)		3,900		164,346
Ennis Inc		14,300		215,501
Great Lakes Dredge & Dock Co		33,200		223,436
ITT Corp		46,123		1,311,277
KBR Inc		35,100		1,126,008
Kennametal Inc		33,300		1,300,032
Standex International Corp		4,767		263,234
TAL International Group Inc		18,200		824,642
Textainer Group Holdings Ltd (Bermuda)		14,449		571,458
The Brink’s Co		35,300		997,578
Titan International Inc		44,500		938,060
Trinity Industries Inc		23,917		1,084,158
Triumph Group Inc		23,500		1,844,750
UniFirst Corp		7,200		651,600
United Stationers Inc		1,195		46,187
Valmont Industries Inc		11,500		1,808,605
Werner Enterprises Inc		38,460		928,424
				22,295,132
Information Technology - 3.5%
AVX Corp		22,600		268,940
Broadridge Financial Solutions Inc		13,500		335,340
Diebold Inc		35,494		1,076,178
Fair Isaac Corp		18,392		840,330
j2 Global Inc		22,630		887,322
Jabil Circuit Inc		51,200		946,176
				4,354,286
Materials - 14.0%
A. Schulman Inc		20,500		646,980
AMCOL International Corp		11,782		355,698
Buckeye Technologies Inc		22,300		667,885
Cabot Corp		28,600		978,120
Commercial Metals Co		72,840		1,154,514
Domtar Corp		4,200		326,004
HudBay Minerals Inc (Canada)		103,972		999,957
Innophos Holdings Inc		17,900		976,624

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-56

PACIFIC LIFE FUNDS

PL SMALL-CAP VALUE FUND

Schedule of Investments (Continued)

March 31, 2013

	Shares		Value
Methanex Corp (Canada)		36,500		$1,482,995
Neenah Paper Inc		13,900		427,564
NewMarket Corp		4,900		1,275,764
Olin Corp		15,300		385,866
Quaker Chemical Corp		8,294		489,512
Rentech Nitrogen Partners LP		13,276		476,343
Rock-Tenn Co ‘A’		13,900		1,289,781
Royal Gold Inc		16,230		1,152,817
Sensient Technologies Corp		30,700		1,200,063
Silgan Holdings Inc		6,200		292,950
Sonoco Products Co		39,670		1,388,053
Steel Dynamics Inc		72,300		1,147,401
Stepan Co		8,516		537,360
				17,652,251
Telecommunication Services - 0.5%
Manitoba Telecom Services Inc (Canada)		18,400		597,726
Utilities - 4.1%
Avista Corp		20,300		556,220
El Paso Electric Co		17,740		596,951
Great Plains Energy Inc		30,100		698,019
IDACORP Inc		12,033		580,833
Portland General Electric Co		17,100		518,643
Suburban Propane Partners LP		13,800		614,100
UGI Corp		39,800		1,527,922
				5,092,688
Total Common Stocks (Cost $91,052,854)				119,081,332

	Shares		Value
SHORT-TERM INVESTMENT - 5.0%
Money Market Fund - 5.0%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		6,316,659		$6,316,659
Total Short-Term Investment (Cost $6,316,659)				6,316,659
TOTAL INVESTMENTS - 99.8% (Cost $97,369,513)				125,397,991
OTHER ASSETS & LIABILITIES, NET - 0.2%				248,793
NET ASSETS - 100.0%				$125,646,784

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Financials	19.9%
Industrials	17.7%
Materials	14.0%
Energy	12.6%
Consumer Discretionary	10.4%
Health Care	6.1%
Consumer Staples	6.0%
Short-Term Investment	5.0%
Utilities	4.1%
Information Technology	3.5%
Others (each less than 3.0%)	0.5%
	99.8%
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 March 31, 2013:

		Total Value at March 31, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks (1)		$119,081,332		$119,081,332		$—		$—
	Short-Term Investment		6,316,659		6,316,659		—		—
	Total		$125,397,991		$125,397,991		$—		$—

(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 B-79

B-57

PACIFIC LIFE FUNDS

PL REAL ESTATE FUND

Schedule of Investments

March 31, 2013

	Shares		Value
COMMON STOCKS - 96.3%
Consumer Discretionary - 2.1%
Starwood Hotels & Resorts Worldwide Inc		19,595		$1,248,789
Financials - 94.0%
Acadia Realty Trust REIT		10,463		290,557
Alexandria Real Estate Equities Inc REIT		4,910		348,512
American Campus Communities Inc REIT		1,000		45,340
Apartment Investment & Management Co ‘A’ REIT		17,926		549,611
Ashford Hospitality Trust Inc REIT		24,660		304,798
AvalonBay Communities Inc REIT		27,179		3,442,764
Boston Properties Inc REIT		27,539		2,783,091
Brookfield Office Properties Inc (Canada)		32,454		557,235
Camden Property Trust REIT		17,104		1,174,703
Cousins Properties Inc REIT		36,478		389,950
DCT Industrial Trust Inc REIT		114,540		847,596
Digital Realty Trust Inc REIT		12,340		825,669
Duke Realty Corp REIT		32,530		552,359
Equity Lifestyle Properties Inc REIT		16,339		1,254,835
Equity Residential REIT		94,605		5,208,951
Essex Property Trust Inc REIT		1,980		298,148
Federal Realty Investment Trust REIT		5,468		590,763
Forest City Enterprises Inc ‘A’ *		85,273		1,515,301
General Growth Properties Inc REIT		112,603		2,238,548
HCP Inc REIT		71,962		3,588,025
Health Care REIT Inc		6,983		474,215
Healthcare Realty Trust Inc REIT		32,509		922,930
Host Hotels & Resorts Inc REIT		215,602		3,770,879
Hudson Pacific Properties Inc REIT		19,310		419,993
Lexington Realty Trust REIT		2,730		32,214
Mack-Cali Realty Corp REIT		39,085		1,118,222
Plum Creek Timber Co Inc REIT		2,389		124,706
Prologis Inc REIT		25,362		1,013,973
PS Business Parks Inc REIT		3,741		295,240
Public Storage REIT		18,627		2,837,265
Regency Centers Corp REIT		47,636		2,520,421
Retail Opportunity Investments Corp REIT		11,613		162,698
Senior Housing Properties Trust REIT		41,853		1,122,916
Simon Property Group Inc REIT		52,737		8,361,979
Sovran Self Storage Inc REIT		1,042		67,199
Taubman Centers Inc REIT		760		59,022
Terreno Realty Corp REIT		2,930		52,681
The Macerich Co REIT		23,365		1,504,239
Ventas Inc REIT		14,940		1,093,608
Vornado Realty Trust REIT		43,136		3,607,895
Winthrop Realty Trust REIT		13,079		164,534
				56,533,585

	Shares		Value
Health Care - 0.2%
Assisted Living Concepts Inc ‘A’		11,945		$142,026
Total Common Stocks (Cost $36,135,657)				57,924,400
SHORT-TERM INVESTMENT - 3.5%
Money Market Fund - 3.5%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		2,100,485		2,100,485
Total Short-Term Investment (Cost $2,100,485)				2,100,485
TOTAL INVESTMENTS - 99.8% (Cost $38,236,142)				60,024,885
OTHER ASSETS & LIABILITIES, NET - 0.2%				113,467
NET ASSETS - 100.0%				$60,138,352

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified by property sector as a percentage of net assets as follows:

Retail	26.2%
Specialized	23.8%
Residential	19.9%
Office	9.1%
Diversified	8.4%
Real Estate Operating Companies	3.4%
Industrial	3.2%
Others (each less than 3.0%)	2.3%
	96.3%
Short-Term Investment	3.5%
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 March 31, 2013:

		Total Value at March 31, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks (1)		$57,924,400		$57,924,400		$—		$—
	Short-Term Investment		2,100,485		2,100,485		—		—
	Total		$60,024,885		$60,024,885		$—		$—

(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 B-79

B-58

PACIFIC LIFE FUNDS

PL EMERGING MARKETS FUND

Schedule of Investments

March 31, 2013

	Shares		Value
PREFERRED STOCKS - 5.5%
Brazil - 4.5%
Banco Bradesco SA ADR		65,110		$1,108,172
Cia de Bebidas das Americas ADR		11,200		474,096
Lojas Americanas SA		153,946		1,327,863
Petroleo Brasileiro SA ADR		88,000		1,597,200
Vale SA ADR		27,580		455,897
				4,963,228
Colombia - 1.0%
Banco Davivienda SA		38,827		553,000
Bancolombia SA ADR		9,720		614,790
				1,167,790
Total Preferred Stocks (Cost $4,607,491)				6,131,018
COMMON STOCKS - 88.9%
Bermuda - 0.7%
Credicorp Ltd		2,660		441,693
Jardine Strategic Holdings Ltd		8,008		317,694
				759,387
Brazil - 6.7%
B2W Cia Global Do Varejo *		38,181		284,173
BM&FBOVESPA SA		264,316		1,778,893
Diagnosticos da America SA		91,000		523,281
Embraer SA ADR		28,700		1,023,729
Estacio Participacoes SA		41,300		889,051
Kroton Educacional SA		74,596		953,515
MRV Engenharia e Participacoes SA		93,900		391,724
Natura Cosmeticos SA		48,100		1,161,588
Sul America SA		43,200		431,412
				7,437,366
Cayman - 11.0%
Baidu Inc ADR *		44,040		3,862,308
Ctrip.com International Ltd ADR *		42,940		918,057
Eurasia Drilling Co Ltd GDR (LI) ~		15,610		554,091
Home Inns & Hotels Management Inc ADR *		14,660		436,721
NetEase Inc ADR		11,860		649,572
New Oriental Education & Technology Group ADR		34,920		628,560
SOHO China Ltd		476,000		398,140
Tencent Holdings Ltd		58,200		1,853,447
Tingyi Holding Corp		528,000		1,378,216
Want Want China Holdings Ltd		796,000		1,221,266
Youku Tudou Inc ADR *		19,620		329,027
				12,229,405
Chile - 1.0%
Cencosud SA		178,756		1,110,827
SACI Falabella		3,253		39,188
				1,150,015
China - 2.2%
China Oilfield Services Ltd ‘H’		138,000		290,121
China Shenhua Energy Co Ltd ‘H’		133,000		482,149
Shandong Weigao Group Medical Polymer Co Ltd ‘H’		589,000		533,618
Sinopharm Group Co Ltd ‘H’		239,800		776,222
Tsingtao Brewery Co Ltd ‘H’		50,000		319,149
				2,401,259
Colombia - 1.1%
Almacenes Exito SA		32,793		592,807
Almacenes Exito SA GDR ~		37,600		678,774
				1,271,581

	Shares		Value
Denmark - 2.2%
Carlsberg AS ‘B’		21,551		$2,102,133
FLSmidth & Co AS		4,787		290,828
				2,392,961
Egypt - 0.4%
Commercial International Bank SAE		99,485		443,242
Orascom Construction Industries *		270		9,525
				452,767
Hong Kong - 4.6%
AIA Group Ltd		247,200		1,083,518
CNOOC Ltd		631,000		1,209,411
Hang Lung Group Ltd		82,000		461,115
Hang Lung Properties Ltd		286,000		1,069,655
Hong Kong Exchanges & Clearing Ltd		75,035		1,280,672
				5,104,371
India - 13.6%
Ambuja Cements Ltd		157,063		504,292
Apollo Hospitals Enterprise Ltd		35,519		547,823
Asian Paints Ltd		5,872		531,552
Cipla Ltd		87,289		610,562
Colgate-Palmolive India Ltd		23,843		544,732
DLF Ltd		169,045		732,318
HDFC Bank Ltd ADR		24,260		907,809
Hindustan Unilever Ltd		127,370		1,094,534
Housing Development Finance Corp Ltd		144,553		2,201,832
ICICI Bank Ltd ADR		37,380		1,603,602
Infosys Ltd		40,778		2,181,702
Marico Ltd		101,779		400,349
Sobha Developers Ltd		4,861		31,206
Sun Pharmaceutical Industries Ltd		19,169		288,982
Sun TV Network Ltd *		28,874		207,723
Tata Consultancy Services Ltd		37,004		1,073,130
Ultratech Cement Ltd		6,526		224,748
United Spirits Ltd		6,245		218,455
Zee Entertainment Enterprises Ltd		291,758		1,131,376
				15,036,727
Indonesia - 1.5%
P.T. Astra International Tbk		1,525,500		1,241,182
P.T. Semen Indonesia Persero Tbk		57,000		103,826
P.T. Unilever Indonesia Tbk		124,500		292,535
				1,637,543
Italy - 2.2%
Prada SPA		148,300		1,517,930
Saipem SPA		13,846		426,707
Salvatore Ferragamo Italia SPA		19,506		540,470
				2,485,107
Luxembourg - 1.2%
Tenaris SA ADR		32,830		1,338,807
Malaysia - 1.0%
Genting Bhd		339,400		1,101,160
Mexico - 5.9%
America Movil SAB de CV ‘L’ ADR		143,800		3,014,048
Fomento Economico Mexicano SAB de CV		142,718		1,620,101
Grupo Financiero Inbursa SAB de CV ‘O’		176,150		512,326
Grupo Televisa SAB ADR		19,850		528,208
Wal-Mart de Mexico SAB de CV ‘V’		263,649		860,655
				6,535,338

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-59

PACIFIC LIFE FUNDS

PL EMERGING MARKETS FUND

Schedule of Investments (Continued)

March 31, 2013

	Shares		Value
Netherlands - 2.3%
Heineken NV		15,812		$1,193,587
Yandex NV ‘A’ *		56,830		1,313,910
				2,507,497
Nigeria - 1.2%
Guaranty Trust Bank PLC		1,835,104		300,932
Nigerian Breweries PLC		661,754		681,204
Zenith Bank PLC		2,226,937		299,172
				1,281,308
Peru - 0.4%
Inretail Peru Corp *		17,400		415,860
Philippines - 2.6%
Jollibee Foods Corp		179,760		558,390
SM Investments Corp		42,230		1,154,128
SM Prime Holdings Inc		2,492,070		1,163,942
				2,876,460
Russia - 3.9%
Magnit OJSC (RTS)		11,600		2,237,960
NovaTek OAO GDR (LI) ~		19,400		2,088,235
				4,326,195
South Africa - 2.6%
ABSA Group Ltd		25,001		421,391
Impala Platinum Holdings Ltd		52,609		774,610
MTN Group Ltd		63,995		1,125,334
Standard Bank Group Ltd		41,193		530,353
				2,851,688
South Korea - 3.4%
E-Mart Co Ltd		4,443		876,356
NHN Corp		9,915		2,399,690
Shinsegae Co Ltd		2,354		469,926
				3,745,972
Switzerland - 0.2%
Cie Financiere Richemont SA ‘A’		1,338		105,181
Cie Financiere Richemont SA Receipt		19,524		153,296
				258,477
Taiwan - 1.8%
Epistar Corp		146,000		261,443
Synnex Technology International Corp		240,118		434,864
Taiwan Semiconductor Manufacturing Co Ltd		397,995		1,329,653
				2,025,960
Thailand - 0.6%
Siam Commercial Bank PCL		104,600		633,994
Turkey - 3.8%
Akbank TAS		99,084		520,171
Anadolu Efes Biracilik Ve Malt Sanayii AS		47,087		754,901
BIM Birlesik Magazalar AS		10,413		507,851
Enka Insaat ve Sanayi AS		142,811		441,900
Haci Omer Sabanci Holding AS		257,331		1,521,999
Turkiye Garanti Bankasi AS		98,010		519,945
				4,266,767
United Arab Emirates - 1.0%
DP World Ltd		77,465		1,068,826

	Shares		Value
United Kingdom - 9.1%
Anglo American PLC		77,255		$2,003,636
Antofagasta PLC		24,250		373,337
BG Group PLC		86,510		1,483,135
Burberry Group PLC		15,406		311,394
Genting Singapore PLC		273,000		329,903
Glencore International PLC		123,490		673,252
Mail.ru Group Ltd GDR (LI) ~		17,900		493,324
SABMiller PLC		29,060		1,535,819
Tullow Oil PLC		88,510		1,656,714
Unilever PLC		28,627		1,214,572
				10,075,086
United States - 0.7%
MercadoLibre Inc		8,260		797,586
Total Common Stocks (Cost $76,791,500)				98,465,470
EQUITY-LINKED STRUCTURED SECURITIES - 0.1%
Vietnam - 0.1%
Vietnam Dairy Products JSC Exp. 01/29/14 *		27,000		148,263
Total Equity-Linked Structured Securities (Cost $134,689)				148,263
EXCHANGE-TRADED FUND - 0.8%
iShares FTSE A50 China Index		623,600		837,635
Total Exchange-Traded Fund (Cost $928,001)				837,635
SHORT-TERM INVESTMENT - 5.2%
Money Market Fund - 5.2%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		5,730,607		5,730,607
Total Short-Term Investment (Cost $5,730,607)				5,730,607
TOTAL INVESTMENTS - 100.5% (Cost $88,192,288)				111,312,993
OTHER ASSETS & LIABILITIES, NET - (0.5%)				(502,870	)
NET ASSETS - 100.0%				$110,810,123

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-60

PACIFIC LIFE FUNDS

PL EMERGING MARKETS FUND

Schedule of Investments (Continued)

March 31, 2013

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Consumer Staples	21.3%
Financials	21.3%
Information Technology	15.3%
Consumer Discretionary	12.7%
Energy	10.0%
Short-Term Investment	5.2%
Industrials	3.9%
Telecommunication Services	3.7%
Materials	3.3%
Health Care	3.0%
Others (each less than 3.0%)	0.8%
	100.5%
Other Assets & Liabilities, Net	(0.5%	)
	100.0%

(b) As of March 31, 2013, the fund was diversified by country of incorporation as a percentage of net assets as follows:

India	13.6%
Brazil	11.2%
Cayman	11.0%
United Kingdom	9.1%
Mexico	5.9%
United States (includes Short-Term Investment)	5.9%
Hong Kong	4.6%
Russia	3.9%
Turkey	3.8%
South Korea	3.4%
Others (each less than 3.0%)	28.1%
	100.5%
Other Assets & Liabilities, Net	(0.5%	)
	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 March 31, 2013:

		Total Value at March 31, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Preferred Stocks
	Brazil		$4,963,228		$4,963,228		$—		$—
	Colombia		1,167,790		614,790		553,000		—
			6,131,018		5,578,018		553,000		—
	Common Stocks
	Bermuda		759,387		441,693		317,694		—
	Brazil		7,437,366		7,437,366		—		—
	Cayman		12,229,405		6,824,245		5,405,160		—
	Chile		1,150,015		1,150,015		—		—
	China		2,401,259		—		2,401,259		—
	Colombia		1,271,581		—		1,271,581		—
	Denmark		2,392,961		—		2,392,961		—
	Egypt		452,767		—		452,767		—
	Hong Kong		5,104,371		—		5,104,371		—
	India		15,036,727		2,511,411		12,525,316		—
	Indonesia		1,637,543		—		1,637,543		—
	Italy		2,485,107		—		2,485,107		—
	Luxembourg		1,338,807		1,338,807		—		—
	Malaysia		1,101,160		—		1,101,160		—
	Mexico		6,535,338		3,542,256		2,993,082		—
	Netherlands		2,507,497		1,313,910		1,193,587		—
	Nigeria		1,281,308		1,281,308		—		—
	Peru		415,860		—		415,860		—
	Philippines		2,876,460		—		2,876,460		—
	Russia		4,326,195		—		4,326,195		—
	South Africa		2,851,688		—		2,851,688		—
	South Korea		3,745,972		—		3,745,972		—
	Switzerland		258,477		—		258,477		—
	Taiwan		2,025,960		—		2,025,960		—
	Thailand		633,994		—		633,994		—
	Turkey		4,266,767		—		4,266,767		—
	United Arab Emirates		1,068,826		1,068,826		—		—
	United Kingdom		10,075,086		—		10,075,086		—
	United States		797,586		797,586		—		—
			98,465,470		27,707,423		70,758,047		—
	Equity-Linked Structured Securities		148,263		—		148,263		—
	Exchange-Traded Fund		837,635		—		837,635		—
	Short-Term Investment		5,730,607		5,730,607		—		—
	Total		$111,312,993		$39,016,048		$72,296,945		$—

During the year ended March 31, 2013, investments with a value of $4,632,213 were transferred from level 1 to level 2 due to valuation adjustments made to exchange-traded prices as a result of market movements following the close of local trading.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-61

PACIFIC LIFE FUNDS

PL INTERNATIONAL LARGE-CAP FUND

Schedule of Investments

March 31, 2013

	Shares		Value
PREFERRED STOCKS - 1.0%
Brazil - 1.0%
Itau Unibanco Holding SA ADR		107,971		$1,921,884
Total Preferred Stocks (Cost $1,767,826)				1,921,884
COMMON STOCKS - 97.4%
Australia - 1.8%
QBE Insurance Group Ltd		193,511		2,731,103
Westpac Banking Corp		24,767		796,636
				3,527,739
Bermuda - 1.2%
Li & Fung Ltd		1,746,400		2,411,991
Brazil - 0.8%
BM&FBOVESPA SA		165,237		1,112,074
Tim Participacoes SA ADR		22,390		489,893
				1,601,967
Canada - 3.2%
Canadian National Railway Co		48,645		4,879,093
Valeant Pharmaceuticals International Inc *		18,860		1,414,877
				6,293,970
Czech Republic - 0.5%
Komercni Banka AS		5,772		1,101,802
France - 11.8%
Air Liquide SA		31,226		3,796,898
Danone SA		58,440		4,071,774
Dassault Systemes SA		9,954		1,151,487
Legrand SA		53,695		2,342,870
LVMH Moet Hennessy Louis Vuitton SA		23,363		4,013,693
Pernod-Ricard SA		32,854		4,098,216
Schneider Electric SA		54,395		3,978,617
				23,453,555
Germany - 11.5%
Bayer AG		64,014		6,604,838
Beiersdorf AG		37,907		3,501,822
Deutsche Boerse AG		8,523		516,158
Linde AG		29,690		5,522,982
Merck KGaA		20,522		3,097,049
SAP AG		45,821		3,672,084
				22,914,933
Hong Kong - 1.9%
AIA Group Ltd		535,600		2,347,622
China Unicom Ltd		1,036,000		1,391,183
				3,738,805
India - 1.4%
ICICI Bank Ltd ADR		63,452		2,722,091
Israel - 0.5%
Check Point Software Technologies Ltd *		23,562		1,107,178
Italy - 0.7%
Saipem SPA		43,924		1,353,653

	Shares		Value
Japan - 13.3%
Canon Inc		59,850		$2,207,091
Denso Corp		101,000		4,294,752
FANUC Corp		15,400		2,369,231
Honda Motor Co Ltd		127,200		4,901,454
Hoya Corp		114,900		2,161,502
Inpex Corp		529		2,843,279
Lawson Inc		32,800		2,519,832
NTT DOCOMO Inc		647		961,570
Shin-Etsu Chemical Co Ltd		64,700		4,293,566
				26,552,277
Mexico - 0.3%
Grupo Financiero Santander Mexico SAB de CV ‘B’ ADR *		40,461		624,313
Netherlands - 7.7%
Akzo Nobel NV		51,671		3,283,215
Heineken NV		75,575		5,704,866
ING Groep NV CVA *		356,943		2,565,268
Randstad Holding NV		90,941		3,726,867
				15,280,216
Russia - 0.5%
Sberbank of Russia ADR		78,587		1,001,984
Singapore - 1.7%
DBS Group Holdings Ltd		193,000		2,496,785
Singapore Telecommunications Ltd		296,380		859,348
				3,356,133
South Korea - 1.0%
Samsung Electronics Co Ltd		1,533		2,087,951
Spain - 2.5%
Amadeus IT Holding SA ‘A’		108,633		2,940,801
Banco Santander SA		226,325		1,531,082
Red Electrica Corp SA		9,520		479,231
				4,951,114
Sweden - 1.0%
Hennes & Mauritz AB ‘B’		53,534		1,917,093
Switzerland - 10.7%
Givaudan SA		387		475,520
Julius Baer Group Ltd		81,211		3,163,615
Kuehne + Nagel International AG		9,707		1,060,095
Nestle SA		97,306		7,039,702
Roche Holding AG		15,383		3,591,517
Sonova Holding AG		9,732		1,168,777
Swiss Re AG		22,823		1,857,427
UBS AG (XVTX)		194,067		2,980,320
				21,336,973
Taiwan - 2.4%
Hon Hai Precision Industry Co Ltd		573,080		1,591,177
Taiwan Semiconductor Manufacturing Co Ltd ADR		186,618		3,207,963
				4,799,140
United Kingdom - 20.3%
Barclays PLC		430,707		1,888,570
BG Group PLC		152,249		2,610,171
Compass Group PLC		340,173		4,342,929
Delphi Automotive PLC		55,498		2,464,111
Diageo PLC		124,584		3,905,774

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-62

PACIFIC LIFE FUNDS

PL INTERNATIONAL LARGE-CAP FUND

Schedule of Investments (Continued)

March 31, 2013

	Shares		Value
Hays PLC		578,980		$833,528
HSBC Holdings PLC (LI)		561,919		5,908,072
Reckitt Benckiser Group PLC		52,897		3,780,814
Rio Tinto PLC		65,477		3,099,134
Royal Dutch Shell PLC ‘A’ (LI)		21,035		684,964
Smiths Group PLC		110,463		2,097,899
Standard Chartered PLC		189,141		4,915,577
WPP PLC		243,859		3,870,721
				40,402,264
United States - 0.7%
Yum! Brands Inc		18,200		1,309,308
Total Common Stocks (Cost $140,852,245)				193,846,450
	Principal Amount
SHORT-TERM INVESTMENTS - 1.1%
Commercial Paper - 1.0%
HSBC USA Inc 0.060% due 04/01/13		$1,983,000		1,983,000
	Shares
Money Market Fund - 0.1%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		278,828		278,828
Total Short-Term Investments (Cost $2,261,828)				2,261,828
TOTAL INVESTMENTS - 99.5% (Cost $144,881,899)				198,030,162
OTHER ASSETS & LIABILITIES, NET - 0.5%				932,711
NET ASSETS - 100.0%				$198,962,873

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Financials	21.2%
Consumer Staples	17.4%
Consumer Discretionary	14.8%
Industrials	10.7%
Materials	10.3%
Information Technology	10.1%
Health Care	8.0%
Energy	3.8%
Others (each less than 3.0%)	3.2%
	99.5%
Other Assets & Liabilities, Net	0.5%
	100.0%

(b) As of March 31, 2013, the fund was diversified by country of incorporation as a percentage of net assets as follows:

United Kingdom	20.3%
Japan	13.3%
France	11.8%
Germany	11.5%
Switzerland	10.7%
Netherlands	7.7%
Canada	3.2%
Others (each less than 3.0%)	21.0%
	99.5%
Other Assets & Liabilities, Net	0.5%
	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.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-63

PACIFIC LIFE FUNDS

PL INTERNATIONAL LARGE-CAP FUND

Schedule of Investments (Continued)

March 31, 2013

(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 March 31, 2013:

		Total Value at March 31, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Preferred Stocks (1)		$1,921,884		$1,921,884		$—		$—
	Common Stocks
	Australia		3,527,739		—		3,527,739		—
	Bermuda		2,411,991		—		2,411,991		—
	Brazil		1,601,967		1,601,967		—		—
	Canada		6,293,970		6,293,970		—		—
	Czech Republic		1,101,802		—		1,101,802		—
	France		23,453,555		—		23,453,555		—
	Germany		22,914,933		—		22,914,933		—
	Hong Kong		3,738,805		—		3,738,805		—
	India		2,722,091		2,722,091		—		—
	Israel		1,107,178		1,107,178		—		—
	Italy		1,353,653		—		1,353,653		—
	Japan		26,552,277		—		26,552,277		—
	Mexico		624,313		624,313		—		—
	Netherlands		15,280,216		—		15,280,216		—
	Russia		1,001,984		1,001,984		—		—
	Singapore		3,356,133		—		3,356,133		—
	South Korea		2,087,951		—		2,087,951		—
	Spain		4,951,114		—		4,951,114		—
	Sweden		1,917,093		—		1,917,093		—
	Switzerland		21,336,973		—		21,336,973		—
	Taiwan		4,799,140		3,207,963		1,591,177		—
	United Kingdom		40,402,264		2,464,111		37,938,153		—
	United States		1,309,308		1,309,308		—		—
			193,846,450		20,332,885		173,513,565		—
	Short-Term Investments		2,261,828		278,828		1,983,000		—
	Total		$198,030,162		$22,533,597		$175,496,565		$—

(1) For equity investments categorized in a simple 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 B-79

B-64

PACIFIC LIFE FUNDS

PL INTERNATIONAL VALUE FUND

Schedule of Investments

March 31, 2013

	Shares		Value
PREFERRED STOCKS - 1.4%
Germany - 1.4%
Volkswagen AG		10,748		$2,136,502
Total Preferred Stocks (Cost $1,748,863)				2,136,502
COMMON STOCKS - 96.9%
Australia - 2.5%
Australia & New Zealand Banking Group Ltd		92,611		2,761,534
Goodman Group REIT		194,717		971,139
				3,732,673
Belgium - 1.5%
Solvay SA		16,519		2,238,816
Brazil - 0.5%
Cia Energetica de Minas Gerais ADR		61,600		729,960
Canada - 0.6%
First Quantum Minerals Ltd		43,122		820,118
China - 2.5%
China Construction Bank Corp ‘H’		1,981,000		1,622,490
China Shenhua Energy Co Ltd ‘H’		309,000		1,120,181
PetroChina Co Ltd ‘H’		744,000		978,700
				3,721,371
Denmark - 0.8%
Danske Bank AS *		67,082		1,202,610
Finland - 0.8%
UPM-Kymmene OYJ		103,888		1,163,861
France - 13.7%
AXA SA		83,905		1,446,401
BNP Paribas SA		53,007		2,730,799
Cie de St-Gobain		39,983		1,483,922
GDF Suez		40,429		779,235
Lafarge SA		18,032		1,199,321
Renault SA		24,508		1,538,971
Sanofi		48,725		4,968,773
Schneider Electric SA		27,844		2,036,595
Societe Generale SA *		41,038		1,353,813
Sodexo		20,441		1,905,926
Suez Environnement Co		51,358		655,418
				20,099,174
Germany - 6.2%
Allianz SE		25,401		3,451,417
BASF SE		19,303		1,691,244
Bayer AG		26,445		2,728,543
Deutsche Boerse AG		19,447		1,177,722
				9,048,926
Hong Kong - 2.9%
China Overseas Land & Investment Ltd		224,000		620,024
Hutchison Whampoa Ltd		224,000		2,343,674
Wharf Holdings Ltd		150,000		1,338,695
				4,302,393

	Shares		Value
Italy - 3.7%
ENI SPA		197,271		$4,429,706
Intesa Sanpaolo SPA		630,475		929,116
				5,358,822
Japan - 23.5%
Bridgestone Corp		38,800		1,308,923
Canon Inc		54,200		1,998,736
Daiwa House Industry Co Ltd		70,000		1,370,585
Hitachi Ltd		432,000		2,519,534
Honda Motor Co Ltd		72,800		2,805,235
Japan Airlines Co Ltd		24,400		1,138,268
Japan Tobacco Inc		48,100		1,539,476
Kirin Holdings Co Ltd		52,000		837,759
Marubeni Corp		125,000		955,796
Mitsubishi Heavy Industries Ltd		197,000		1,140,300
Mitsubishi UFJ Financial Group Inc		361,700		2,180,257
Mitsui Fudosan Co Ltd		68,000		1,939,803
Nippon Telegraph & Telephone Corp		23,900		1,042,602
Nissan Motor Co Ltd		114,700		1,111,397
ORIX Corp		144,300		1,843,097
Otsuka Holdings Co Ltd		36,200		1,260,743
Seven & I Holdings Co Ltd		52,700		1,747,760
Sumitomo Corp		108,600		1,369,675
Sumitomo Electric Industries Ltd		99,200		1,218,641
Sumitomo Mitsui Financial Group Inc		81,500		3,344,398
The Dai-ichi Life Insurance Co Ltd		504		677,073
Yamato Holdings Co Ltd		62,800		1,139,538
				34,489,596
Netherlands - 3.8%
ASML Holding NV		20,677		1,392,168
European Aeronautic Defence & Space Co NV		31,491		1,605,558
ING Groep NV CVA *		151,195		1,086,604
Unilever NV CVA		34,982		1,434,064
				5,518,394
Norway - 1.3%
Telenor ASA		85,587		1,877,088
Russia - 0.7%
Sberbank of Russia ADR		79,526		1,013,957
South Africa - 0.3%
African Bank Investments Ltd		114,100		374,887
South Korea - 0.8%
Samsung Electronics Co Ltd		861		1,172,685
Spain - 3.1%
Iberdrola SA		261,870		1,221,210
Repsol SA		87,566		1,781,729
Telefonica SA		108,879		1,471,713
				4,474,652
Sweden - 2.1%
Nordea Bank AB		60,984		691,971
Telefonaktiebolaget LM Ericsson ‘B’		192,372		2,400,313
				3,092,284
Switzerland - 5.4%
Credit Suisse Group AG		52,918		1,396,583
Novartis AG		42,041		2,993,800

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-65

PACIFIC LIFE FUNDS

PL INTERNATIONAL VALUE FUND

Schedule of Investments (Continued)

March 31, 2013

	Shares		Value
Roche Holding AG		6,426		$1,500,298
Swiss Re AG		25,205		2,051,284
				7,941,965
United Kingdom - 20.2%
Barclays PLC		547,531		2,400,822
British American Tobacco PLC		12,571		673,088
Centrica PLC		264,728		1,481,436
Experian PLC		40,757		712,479
HSBC Holdings PLC		541,753		5,696,044
InterContinental Hotels Group PLC		66,443		2,037,728
Kingfisher PLC		241,057		1,056,593
Pearson PLC		55,082		990,963
Prudential PLC		145,185		2,358,086
Rio Tinto PLC		20,169		954,632
Royal Dutch Shell PLC ‘A’		142,783		4,649,453
SABMiller PLC		32,208		1,702,190
Tullow Oil PLC		61,130		1,144,220
Vodafone Group PLC		1,313,036		3,727,468
				29,585,202
Total Common Stocks (Cost $122,205,231)				141,959,434
SHORT-TERM INVESTMENT - 1.7%
Money Market Fund -1.7%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		2,521,047		2,521,047
Total Short-Term Investment (Cost $2,521,047)				2,521,047
TOTAL INVESTMENTS -100.0% (Cost $126,475,141)				146,616,983
OTHER ASSETS & LIABILITIES, NET - (0.0%)				(67,331	)
NET ASSETS - 100.0%				$146,549,652

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Financials	32.8%
Industrials	10.3%
Consumer Discretionary	10.2%
Energy	9.6%
Health Care	9.2%
Information Technology	6.5%
Telecommunication Services	5.5%
Materials	5.5%
Consumer Staples	5.4%
Utilities	3.3%
Others (each less than 3.0%)	1.7%
	100.0%
Other Assets & Liabilities, Net	(0.0%	)
	100.0%

(b) As of March 31, 2013, the fund was diversified by country of incorporation as a percentage of net assets as follows:

Japan	23.5%
United Kingdom	20.2%
France	13.7%
Germany	7.6%
Switzerland	5.4%
Netherlands	3.8%
Italy	3.7%
Spain	3.1%
Others (each less than 3.0%)	19.0%
	100.0%
Other Assets & Liabilities, Net	(0.0%	)
	100.0%

(c) Forward foreign currency contracts outstanding as of March 31, 2013 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
AUD	288,478	USD	299,004		05/13	CSF		$535
AUD	9,166,824	USD	9,485,371		05/13	RBC		32,932
CHF	669,868	EUR	542,095		05/13	CIT		10,917
CHF	5,410,070	USD	5,950,101		05/13	RBC		(248,472	)
CHF	1,157,076	USD	1,244,555		05/13	SSB		(25,122	)
CHF	328,472	USD	349,520		05/13	UBS		(3,346	)
EUR	560,284	USD	722,832		05/13	CSF		(4,459	)
GBP	525,227	USD	789,806		05/13	BRC		8,095
GBP	424,411	USD	655,221		05/13	CSF		(10,475	)
GBP	205,168	USD	310,241		05/13	HSB		1,440
GBP	670,104	USD	1,052,694		05/13	SSB		(34,702	)
GBP	273,564	USD	409,741		05/13	WBC		5,845
HKD	4,895,689	USD	631,662		05/13	HSB		(862	)
JPY	48,624,367	EUR	388,203		05/13	BRC		18,927
JPY	55,912,632	USD	582,366		05/13	BRC		11,757
JPY	47,649,094	USD	510,156		05/13	CIT		(3,840	)
NZD	239,302	USD	199,163		05/13	HSB		577
SEK	11,359,519	USD	1,784,522		05/13	HSB		(42,716	)
SGD	3,408,646	USD	2,753,705		05/13	HSB		(5,338	)
USD	595,854	CAD	598,244		05/13	RBC		7,412
USD	1,324,141	CHF	1,247,950		05/13	BRC		8,937
USD	454,815	CHF	430,621		05/13	CSF		987
USD	473,455	CHF	446,761		05/13	WBC		2,618

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-66

PACIFIC LIFE FUNDS

PL INTERNATIONAL VALUE FUND

Schedule of Investments (Continued)

March 31, 2013

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
USD	370,073	EUR	286,732		05/13	CIT		$2,437
USD	653,241	EUR	506,004		05/13	CSF		4,464
USD	747,158	EUR	572,286		05/13	HSB		13,396
USD	7,906,628	EUR	5,824,378		05/13	RBS		438,856
USD	667,833	EUR	504,165		05/13	SSB		21,412
USD	443,135	EUR	329,542		05/13	UBS		20,610
USD	371,520	GBP	245,378		05/13	CIT		(1,247	)
USD	500,665	GBP	329,730		05/13	CSF		(245	)
USD	941,935	GBP	597,046		05/13	TDB		34,931
USD	369,904	HKD	2,869,120		05/13	BRC		224
USD	4,016,300	HKD	31,142,592		05/13	TDB		3,638
USD	490,026	JPY	45,264,780		05/13	CIT		9,046
USD	501,113	JPY	47,375,733		05/13	HSB		(2,298	)
USD	658,077	JPY	62,328,871		05/13	MSC		(4,225	)
USD	598,013	JPY	54,578,883		05/13	RBS		18,080
USD	369,527	JPY	34,944,321		05/13	SSB		(1,789	)
USD	2,919,436	JPY	265,363,591		05/13	TDB		99,702
USD	625,198	JPY	60,150,737		05/13	UBS		(13,959	)
USD	366,501	NOK	2,019,091		05/13	HSB		21,303
USD	197,716	NZD	239,302		05/13	GSC		(2,025	)
Total Forward Foreign Currency Contracts								$393,958

(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 March 31, 2013:

		Total Value at March 31, 2013			Level 1 Quoted Price		Level 2 Significant Observable Input			Level 3 Significant Unobservable Input
Assets	Preferred Stocks (1)		$2,136,502			$—		$2,136,502			$—
	Common Stocks
	Australia		3,732,673			—		3,732,673			—
	Belgium		2,238,816			—		2,238,816			—
	Brazil		729,960			729,960		—			—
	Canada		820,118			820,118		—			—
	China		3,721,371			—		3,721,371			—
	Denmark		1,202,610			—		1,202,610			—
	Finland		1,163,861			—		1,163,861			—
	France		20,099,174			—		20,099,174			—
	Germany		9,048,926			—		9,048,926			—
	Hong Kong		4,302,393			—		4,302,393			—
	Italy		5,358,822			—		5,358,822			—
	Japan		34,489,596			—		34,489,596			—
	Netherlands		5,518,394			—		5,518,394			—
	Norway		1,877,088			—		1,877,088
	Russia		1,013,957			1,013,957		—			—
	South Africa		374,887			—		374,887			—
	South Korea		1,172,685			—		1,172,685			—
	Spain		4,474,652			—		4,474,652			—
	Sweden		3,092,284			—		3,092,284			—
	Switzerland		7,941,965			—		7,941,965			—
	United Kingdom		29,585,202			—		29,585,202			—
			141,959,434			2,564,035		139,395,399			—
	Short-Term Investment		2,521,047			2,521,047		—			—
	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		799,078			—		799,078			—
	Total Assets		147,416,061			5,085,082		142,330,979			—
Liabilities	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(405,120	)		—		(405,120	)		—
	Total Liabilities		(405,120	)		—		(405,120	)		—
	Total		$147,010,941			$5,085,082		$141,925,859			$—

(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 B-79

B-67

PACIFIC LIFE FUNDS

PL CURRENCY STRATEGIES FUND

Schedule of Investments

March 31, 2013

	Principal Amount		Value
FOREIGN GOVERNMENT BONDS & NOTES - 45.9%
Canada - 12.7%
Canadian Government 1.000% due 02/01/14		CAD 15,250,000		$15,010,107
France - 9.1%
French Treasury 4.500% due 07/12/13		EUR 8,300,000		10,767,721
Germany - 11.7%
Bundesobligation 3.500% due 04/12/13		10,850,000		13,918,284
United Kingdom - 12.4%
United Kingdom Gilt 2.250% due 03/07/14		GBP 9,500,000		14,707,126
Total Foreign Government Bonds & Notes (Cost $54,565,706)				54,403,238
SHORT-TERM INVESTMENTS - 54.0%
U.S. Treasury Bills - 12.0%
0.175% due 09/19/13 ‡		$14,200,000		14,193,255

	Shares		Value
Money Market Fund - 42.0%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		49,880,737		$49,880,737
Total Short-Term Investments (Cost $64,070,619)				64,073,992
TOTAL INVESTMENTS - 99.9% (Cost $118,636,325)				118,477,230
OTHER ASSETS & LIABILITIES, NET - 0.1%				165,448
NET ASSETS - 100.0%				$118,642,678

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Short-Term Investments	54.0%
Foreign Government Bonds & Notes	45.9%
	99.9%
Other Assets & Liabilities, Net	0.1%
	100.0%

(b) As of March 31, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were are follows (Unaudited):

AAA	63.6%
A-1 (Short Term Debt Only)	20.7%
AA	15.7%
	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) As of March 31, 2013, investments with a total aggregate value of $976,536 were fully or partially segregated with the broker(s)/custodian as collateral for forward foreign currency contracts. In addition, $740,000 in cash was segregated as collateral for forward foreign currency contracts.

(e) Forward foreign currency contracts outstanding as of March 31, 2013 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
AUD	1,130,000	USD	1,178,809		04/13	RBS		($3,884	)
EUR	13,858,095	USD	17,820,002		04/13	RBS		(53,896	)
INR	1,955,250,000	USD	35,692,771		04/13	RBS		144,415
KRW	18,378,000,000	USD	16,832,599		04/13	MSC		(331,441	)
KRW	1,322,000,000	USD	1,186,928		04/13	MSC		64
MXN	454,440,000	USD	35,730,629		04/13	BRC		998,830
PHP	697,250,000	USD	17,124,087		04/13	GSC		(31,274	)
PLN	54,165,000	USD	17,063,739		04/13	BRC		(458,106	)
USD	62,552,347	AUD	61,100,000		04/13	BRC		(976,812	)
USD	59,678,068	CAD	61,600,000		04/13	MSC		(937,392	)
USD	17,820,000	CHF	16,904,979		04/13	RBS		8,111
USD	17,138,354	CZK	332,760,000		04/13	GSC		587,536
USD	25,732,101	EUR	19,645,000		04/13	MSC		547,175
USD	14,258,075	GBP	9,500,000		04/13	BRC		(175,316	)
USD	17,492,193	NOK	99,430,000		04/13	MSC		480,795
USD	71,395,648	NZD	86,385,000		04/13	RBS		(796,374	)
ZAR	156,190,000	USD	17,101,953		04/13	RBS		(157,398	)
Total Forward Foreign Currency Contracts								($1,154,967	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-68

PACIFIC LIFE FUNDS

PL CURRENCY STRATEGIES FUND

Schedule of Investments (Continued)

March 31, 2013

(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 March 31, 2013:

		Total Value at March 31, 2013			Level 1 Quoted Price		Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Foreign Government Bonds & Notes		$54,403,238			$—		$54,403,238			$—
	Short-Term Investments		64,073,992			49,880,737		14,193,255			—
	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		2,766,926			—		2,766,926			—
	Total Assets		121,244,156			49,880,737		71,363,419			—
Liabilities	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(3,921,893	)		—		(3,921,893	)		—
	Total Liabilities		(3,921,893	)		—		(3,921,893	)		—
	Total		$117,322,263			$49,880,737		$67,441,526			$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-69

PACIFIC LIFE FUNDS

PL GLOBAL ABSOLUTE RETURN FUND

Schedule of Investments

March 31, 2013

	Shares		Value
COMMON STOCKS - 1.7%
France - 0.4%
Sanofi		3,686		$375,883
Total SA		6,722		321,289
				697,172
Germany - 1.0%
Deutsche Euroshop AG		14,000		566,648
Deutsche Wohnen AG		30,000		545,631
GSW Immobilien AG		13,900		550,459
				1,662,738
Luxembourg - 0.3%
GAGFAH SA *		46,800		574,926
Total Common Stocks (Cost $2,914,182)				2,934,836
	Principal Amount
MORTGAGE-BACKED SECURITIES - 0.4%
United States - 0.4%
Fannie Mae (IO)
5.946% due 01/25/43 " §		$2,972,087		661,907
Total Mortgage-Backed Securities (Cost $676,580)				661,907
FOREIGN GOVERNMENT BONDS & NOTES - 36.3%
Cyprus - 0.9%
Cyprus Government
3.750% due 06/03/13		EUR 420,000		492,617
3.750% due 11/01/15		350,000		302,838
4.375% due 07/15/14		350,000		347,703
4.625% due 02/03/20		515,000		387,841
				1,530,999
Guatemala - 0.5%
Guatemala Government 4.875% due 02/13/28 ~		$900,000		884,250
Israel - 0.2%
Israel Government 4.500% due 01/30/43		357,000		345,157
Jordan - 0.9%
Jordan Government
6.925% due 06/04/14		JOD 400,000		558,255
7.078% due 07/18/14		700,000		979,941
				1,538,196
Mexico - 4.2%
Mexican Bonos 8.000% due 12/19/13		MXN 87,000,000		7,246,186
New Zealand - 4.1%
New Zealand Government 5.500% due 04/15/23		NZD 7,190,000		7,030,543

	Principal Amount		Value
Paraguay - 0.2%
Republic of Paraguay 4.625% due 01/25/23 ~		$376,000		$379,384
Philippines - 1.4%
Philippine Government 5.875% due 01/31/18		PHP 85,990,000		2,389,487
Romania - 2.8%
Romania Government
5.750% due 01/27/16		RON 790,000		231,563
5.800% due 10/26/15		8,030,000		2,357,863
5.850% due 07/28/14		2,930,000		856,038
5.900% due 07/26/17		4,130,000		1,217,806
11.000% due 03/05/14		400,000		122,300
				4,785,570
Serbia - 6.6%
Serbia Treasury
10.000% due 01/10/15		RSD 604,100,000		6,817,621
10.000% due 01/24/18		103,830,000		1,115,980
Serbia Treasury Bills
10.026% due 04/03/14		36,510,000		378,227
10.594% due 02/20/14		111,310,000		1,165,125
11.348% due 01/23/14		188,540,000		1,989,174
				11,466,127
Sri Lanka - 5.0%
Sri Lanka Government International
5.875% due 07/25/22 ~		$1,776,000		1,851,480
6.250% due 10/04/20 ~		796,000		851,720
Sri Lanka Government
7.000% due 03/01/14		LKR 7,500,000		57,269
8.500% due 04/01/18		250,730,000		1,767,435
9.000% due 05/01/21		503,840,000		3,409,160
11.750% due 04/01/14		37,500,000		298,391
11.750% due 03/15/15		37,500,000		299,854
				8,535,309
Turkey - 9.5%
Turkey Government
4.000% due 04/01/20 ^		TRY 9,604,905		6,303,999
5.690% due 07/17/13		17,764,000		9,656,947
6.043% due 04/09/14		909,776		472,638
				16,433,584
Total Foreign Government Bonds & Notes (Cost $63,242,827)				62,564,792
PURCHASED OPTIONS - 0.2%
(See Note (g) in Notes to Schedule of Investments) (Cost $524,325)				322,731
SHORT-TERM INVESTMENTS - 61.9%
Foreign Government Issues - 20.2%
Bank Negara Malaysia Monetary Notes (Malaysia) 2.985% due 04/30/13		MYR 44,196,000		14,235,522
Mexico Cetes (Mexico) 3.728% due 05/09/13		MXN 3,542,000		285,612
Nigeria Treasury Bills (Nigeria)
10.045% due 12/05/13		NGN 433,302,000		2,528,510
10.441% due 08/01/13		700,000,000		4,248,742
10.910% due 06/06/13		800,000,000		4,942,441
Philippines Treasury Bills (Philippines) 0.357% due 06/13/13		PHP 196,820,000		4,820,426

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

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Schedule of Investments (Continued)

March 31, 2013

	Principal Amount		Value
Romania Treasury Bills (Romania) 5.916% due 01/15/14		RON 5,700,000		$1,590,613
Singapore Treasury Bills (Singapore) 0.181% due 04/04/13		SGD 140,000		112,869
Sri Lanka Treasury Bills (Sri Lanka)
11.123% due 02/28/14		LKR 81,910,000		587,917
11.141% due 02/21/14		22,700,000		163,094
11.151% due 03/07/14		22,600,000		161,709
11.281% due 03/14/14		40,000,000		285,330
11.284% due 03/28/14		77,670,000		550,958
11.351% due 02/14/14		23,000,000		165,605
				34,679,348
	Shares
Money Market Fund - 34.6%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		59,471,122		59,471,122
	Principal Amount
Repurchase Agreement - 4.2%
Citibank Inc (0.130%) due 04/11/13 (Dated 03/07/13, repurchase price of $7,197,982; Collateralized by France Government: 4.000% due 10/25/38 and value $7,239,074)		EUR 5,616,000		7,198,892
U.S. Treasury Bills - 2.9%
0.049% due 04/04/13 ‡		$5,000,000		4,999,978
Total Short-Term Investments (Cost $106,706,082)				106,349,340
TOTAL INVESTMENTS - 100.5% (COST $174,063,996)				172,833,606
TOTAL SECURITIES SOLD SHORT - (4.1%)
(See Note (d) to Schedule of Investments) (Proceeds $7,426,837)				(7,135,222	)
OTHER ASSETS & LIABILITIES, NET - 3.6%				6,226,946
NET ASSETS - 100.0%				$171,925,330

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Short-Term Investments	61.9%
Foreign Government Bonds & Notes	36.3%
Others (each less than 3.0%)	2.3%
	100.5%
Securities Sold Short	(4.1%	)
Other Assets & Liabilities, Net	3.6%
	100.0%

(b) As of March 31, 2013, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were are follows (Unaudited):

A-1 (Short-Term Debt Only)	11.1%
AA/US Government & Agency Issues	7.0%
A	6.9%
BB	1.1%
B	2.5%
CCC	1.4%
Not Rated	70.0%
	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 March 31, 2013 were as follows:

Description	Principal Amount		Value
Foreign Government Bonds & Notes - (4.1%)
France Government 4.000% due 10/25/38		EUR 4,800,000		($7,135,222)
Total Securities Sold Short (Proceeds $7,426,837)				($7,135,222)

(e) Open futures contracts outstanding as of March 31, 2013 were as follows:

Long Futures Outstanding	Number of Contracts		Notional Amount		Unrealized Appreciation (Depreciation)
Nikkei 225 Index (06/13)		14		JPY 170,839,774		$29,303
Short Futures Outstanding
CAC 40 Index (04/13)		65		EUR 2,496,975		91,114
Euro-Bobl 5-Year Notes (06/13)		69		6,900,000		(78,811	)
Euro-Schatz 10-Year Notes (06/13)		30		3,000,000		(48,501	)
Japanese Government 10-Year Bond (06/13)		6		JPY 600,000,000		(67,573	)
U.S. 10-Year Deliverable Interest Rate Swap (06/13)		19		$1,900,000		(25,858	)
						(129,629	)
Total Futures Contracts						($100,326	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

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Schedule of Investments (Continued)

March 31, 2013

(f) Forward foreign currency contracts outstanding as of March 31, 2013 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
CNH	58,012,000	USD	9,295,752		04/13	CIT		$27,445
CNY	48,638,000	USD	7,746,878		06/13	JPM		45,856
COP	3,004,842,000	USD	1,665,149		05/13	MSC		(26,867	)
EUR	231,628	HRK	1,784,000		03/14	CIT		(290	)
EUR	544,088	HRK	4,189,000		04/14	CIT		—
EUR	10,128,706	HUF	3,021,469,000		04/13	JPM		287,948
EUR	330,612	HUF	101,306,000		04/13	JPM		(1,872	)
EUR	978,447	HUF	291,264,228		04/13	SCB		30,396
EUR	413,176	USD	536,959		05/13	GSC		(7,136	)
HKD	15,004,000	USD	1,934,951		05/13	HSB		(1,624	)
HUF	646,300,000	EUR	2,158,002		04/13	JPM		(50,626	)
IDR	8,232,027,000	USD	845,177		05/13	CIT		(2,451	)
IDR	16,065,788,000	USD	1,651,500		05/13	SCB		(6,603	)
INR	1,043,352,000	USD	18,792,194		04/13	JPM		331,090
KRW	13,622,874,000	USD	12,517,802		04/13	SCB		(284,069	)
KRW	775,573,000	USD	709,582		05/13	CIT		(14,597	)
KRW	730,179,000	USD	652,732		05/13	JPM		1,427
MXN	52,990,000	USD	4,112,374		04/13	MSC		167,617
MYR	1,010,000	USD	322,684		04/13	JPM		3,065
MYR	7,558,000	USD	2,423,601		04/13	SCB		14,031
NOK	42,022,000	EUR	5,721,452		04/13	CIT		(144,256	)
PEN	16,807,000	USD	6,590,838		04/13	SCB		(106,953	)
PEN	853,000	USD	329,726		05/13	CIT		(738	)
PHP	73,373,000	USD	1,799,769		04/13	CIT		(1,368	)
PHP	60,475,330	USD	1,491,083		04/13	JPM		(8,481	)
RSD	271,582,001	EUR	2,423,974		04/13	CIT		(9,784	)
RUB	17,400,000	USD	551,768		06/13	CIT		464
RUB	34,814,000	USD	1,099,274		06/13	HSB		5,634
RUB	50,204,000	USD	1,612,540		07/13	HSB		(26,177	)
RUB	12,909,000	USD	403,532		09/13	HSB		(113	)
RUB	34,814,000	USD	1,084,295		09/13	HSB		3,678
RUB	4,491,000	USD	140,410		09/13	JPM		(61	)
RUB	17,360,000	USD	536,258		12/13	GSC		(1,284	)
RUB	34,814,000	USD	1,070,048		12/13	JPM		2,796
SEK	40,600,000	EUR	4,740,969		04/13	CIT		151,121
SEK	3,675,000	EUR	425,374		05/13	JPM		17,947
SGD	7,684,000	USD	6,141,452		06/13	JPM		54,883
USD	6,375,492	AUD	6,208,000		05/13	JPM		(61,937	)
USD	1,910,676	CNY	12,000,000		06/13	HSB		(11,953	)
USD	238,124	EUR	183,422		05/13	CIT		2,918
USD	22,056,041	EUR	16,506,672		05/13	GSC		889,206
USD	364,227	EUR	285,094		05/13	GSC		(1,354	)
USD	19,158,430	EUR	14,727,455		06/13	GSC		269,978
USD	843,964	IDR	8,232,027,000		05/13	CIT		1,238
USD	1,645,579	IDR	16,065,788,000		05/13	SCB		682
USD	5,051,462	JPY	459,792,000		04/13	GSC		166,470
USD	6,497,491	JPY	572,429,000		04/13	HSB		415,843
USD	6,866,990	NZD	8,440,357		06/13	JPM		(156,165	)
USD	112,032	TRY	200,000		04/13	JPM		1,672
USD	4,141,714	TWD	122,661,000		05/13	JPM		36,136
USD	6,405,987	ZAR	59,276,520		06/13	SCB		22,046
ZAR	7,524,435	USD	804,524		06/13	JPM		5,840
ZAR	4,734,565	USD	506,368		06/13	SCB		3,534
Total Forward Foreign Currency Contracts								$2,034,202

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-72

PACIFIC LIFE FUNDS

PL GLOBAL ABSOLUTE RETURN FUND

Schedule of Investments (Continued)

March 31, 2013

(g) Purchased options outstanding as of March 31, 2013 were as follows:

Foreign Currency Options

Description	Exercise Price		Expiration Date		Counter- party	Notional Amounts		Cost		Value
Call - OTC Colombian Peso versus U.S. Dollar		$1,757.00		02/18/14	CIT		COP 10,912,021,000		$70,604		$37,090
Call - OTC Colombian Peso versus U.S. Dollar		1,757.00		02/18/14	JPM		2,561,813,000		17,701		8,707
Put - OTC British Pound versus U.S. Dollar		1.40		03/13/14	CIT		GBP 5,619,000		127,124		71,744
Put - OTC British Pound versus U.S. Dollar		1.35		03/13/14	MSC		11,256,000		165,647		82,906
									$381,076		$200,447

Options on Exchange-Traded Futures Contracts

Description	Exercise Price		Expiration Date		Counter- party	Number of Contracts	Cost		Value
Put - CME Dow Jones Euro Stoxx 50 (04/13)		EUR 2,450.00		04/19/13	GSC	542		$65,929		$73,645
Put - CME Dow Jones Euro Stoxx 50 (04/13)		2,400.00		04/19/13	GSC	558		77,320		48,639
								$143,249		$122,284
Total Purchased Options								$524,325		$322,731

(h) Swap agreements outstanding as of March 31, 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 03/31/13 (3)		Notional Amount (4)		Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
Croatia Government		1.000%		12/20/16	MSC		2.970%		$198,000		$13,678			$10,567			$3,111
China Government		1.000%		12/20/17	JPM		0.667%		3,100,000		(48,962	)		(59,131	)		10,169
Croatia Government		1.000%		03/20/18	CIT		3.320%		1,200,000		125,128			83,000			42,128
Thailand Government		1.000%		03/20/18	CIT		0.942%		3,300,000		(10,416	)		(16,419	)		6,003
Croatia Government		1.000%		03/20/18	HSB		3.320%		313,000		32,802			29,014			3,788
China Government		1.000%		03/20/18	JPM		0.705%		1,100,000		(16,136	)		(17,332	)		1,196
Qatar Government		1.000%		03/20/18	JPM		0.655%		418,000		(7,193	)		(7,056	)		(137	)
Tunisia Government		1.000%		03/20/18	JPM		3.587%		375,000		43,145			40,581			2,564
Croatia Government		1.000%		03/20/18	MSC		3.320%		2,262,000		237,702			194,313			43,389
Lebanon Government		5.000%		03/20/18	JPM		4.198%		689,000		(25,557	)		(29,026	)		3,469
Colombia Government		1.000%		06/20/18	CIT		0.987%		460,000		(389	)		(695	)		306
Qatar Government		1.000%		06/20/18	GSC		0.693%		1,420,000		(22,695	)		(20,960	)		(1,735	)
Colombia Government		1.000%		12/20/22	CIT		1.365%		6,520,000		203,291			223,551			(20,260	)
Russia Government		1.000%		12/20/22	GSC		2.081%		5,240,000		468,575			413,671			54,904
Mexico Government		1.000%		12/20/22	HSB		1.336%		6,520,000		187,298			217,967			(30,669	)
South Africa Government		1.000%		12/20/22	HSB		2.337%		22,560,000		2,463,545			1,985,816			477,729
Spain Government		1.000%		12/20/22	HSB		3.275%		5,250,000		875,189			974,920			(99,731	)
Brazil Government		1.000%		12/20/22	MSC		1.750%		6,520,000		410,197			284,509			125,688
Belgium Government		1.000%		03/20/23	JPM		1.210%		2,980,000		53,880			74,487			(20,607	)
Mexico Government		1.000%		06/20/23	CIT		1.355%		461,000		14,617			15,032			(415	)
											$4,997,699			$4,396,809			$600,890

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

Referenced Obligation	Fixed Deal Receive Rate		Expiration Date		Counter- party	Implied Credit Spread at 03/31/13 (3)		Notional Amount (4)		Value			Upfront Premiums Paid (Received)			Unrealized Depreciation
South Africa Government		1.000%		12/20/17	HSB		1.697%		$22,560,000		($705,760	)		($463,220	)		($242,540	)
Turkey Government		1.000%		12/20/22	GSC		1.880%		5,240,000		(385,054	)		(346,016	)		(39,038	)
											($1,090,814	)		($809,236	)		($281,578	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-73

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PL GLOBAL ABSOLUTE RETURN FUND

Schedule of Investments (Continued)

March 31, 2013

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 Depreciation
iTraxx FINSEN - 18 5Y		1.000%		06/20/18	MSC		EUR 1,890,000		$107,301			$107,907			($606	)
iTraxx FINSUB - 18 5Y		5.000%		06/20/18	JPM		1,260,000		(144,135	)		(142,112	)		(2,023	)
									($36,834	)		($34,205	)		($2,629	)
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)
Dow Jones CDX NA - HY20 5Y		5.000%		06/20/18	CIT		$2,517,000		$80,229			$83,375			($3,146	)
Total Credit Default Swaps									$3,950,280			$3,636,743			$313,537

(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 year 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 year 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.

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

$269,600

$—

$269,600

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)
1-Month MXN Interbank TIIE	JPM	Receive		4.692%		01/28/14		MXN 1,579,700,000		($369,558	)		$—		($369,558	)
6-Month PLN-WIBOR	HSB	Pay		3.430%		12/12/17		PLN 60,000,000		31,070			—		31,070
6-Month PLN-WIBOR	HSB	Receive		3.620%		12/12/17		13,000,000		(57,543	)		—		(57,543	)
6-Month PLN-WIBOR	HSB	Receive		3.356%		12/12/17		6,880,000		(6,448	)		—		(6,448	)
3-Month New Zealand Bank Bills	CIT	Pay		3.720%		12/12/22		NZD 15,830,000		(101,806	)		—		(101,806	)
3-Month New Zealand Bank Bills	JPM	Pay		4.125%		02/25/23		1,422,000		19,059			—		19,059
3-Month New Zealand Bank Bills	JPM	Pay		4.140%		02/25/23		2,873,000		41,515			—		41,515
Total Interest Rate Swaps										($443,711	)		$—		($443,711	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-74

PACIFIC LIFE FUNDS

PL GLOBAL ABSOLUTE RETURN FUND

Schedule of Investments (Continued)

March 31, 2013

Total Return Swaps

Receive Total Return

Pay

Counter- party

Expiration Date

Notional Amount

Value

Upfront Premiums Paid (Received)

Unrealized Appreciation

Interest from Guatemala Bills

3-Month USD-LIBOR +50 bp

CIT

12/5/2013

GTQ 2,350,000

$3,841

$—

$3,841

Total Swap Agreements

$3,780,010

$3,636,743

$143,267

(i) As of March 31, 2013, investments with total aggregate values of $589,997 and $312,999 were fully or partially segregated with the broker(s)/custodian as collateral for open futures and swap contracts, respectively.

(j) 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 March 31, 2013:

		Total Value at March 31, 2013			Level 1 Quoted Price			Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Common Stocks (1)		$2,934,836			$—			$2,934,836			$—
	Mortgage-Backed Securities		661,907			—			661,907			—
	Foreign Government Bonds & Notes		62,564,792			—			61,026,596			1,538,196
	Short-Term Investments		106,349,340			59,471,122			46,878,218			—
	Derivatives:
	Credit Contracts
	Swaps		5,316,577			—			5,316,577			—
	Equity Contracts
	Futures		120,417			120,417			—			—
	Purchased Options		122,284			122,284			—			—
	Total Equity Contracts		242,701			242,701			—			—
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		2,960,961			—			2,960,961			—
	Purchased Options		200,447			—			200,447			—
	Swaps		269,600			—			269,600			—
	Total Foreign Currency Contracts		3,431,008			—			3,431,008			—
	Interest Rate Contracts
	Swaps		95,485			—			91,644			3,841
	Total Assets - Derivatives		9,085,771			242,701			8,839,229			3,841
	Total Assets		181,596,646			59,713,823			120,340,786			1,542,037
Liabilities	Securities Sold Short
	Foreign Government Bonds & Notes		(7,135,222	)		—			(7,135,222	)		—
	Derivatives:
	Credit Contracts
	Swaps		(1,366,297	)		—			(1,366,297	)		—
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(926,759	)		—			(926,759	)		—
	Interest Rate Contracts
	Futures		(220,743	)		(220,743	)		—			—
	Swaps		(535,355	)		—			(535,355	)		—
	Total Interest Rate Contracts		(756,098	)		(220,743	)		(535,355	)		—
	Total Liabilities - Derivatives		(3,049,154	)		(220,743	)		(2,828,411	)		—
	Total Liabilities		(10,184,376	)		(220,743	)		(9,963,633	)		—
	Total		$171,412,270			$59,493,080			$110,377,153			$1,542,037

(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 B-79

B-75

PACIFIC LIFE FUNDS

PL PRECIOUS METALS FUND

Schedule of Investments

March 31, 2013

	Shares		Value
COMMON STOCKS - 91.3%
Australia - 9.5%
Gryphon Minerals Ltd *		270,410		$98,372
Newcrest Mining Ltd		213,023		4,451,591
Perseus Mining Ltd *		430,274		808,982
Regis Resources Ltd *		164,745		711,253
Troy Resources Ltd		79,274		179,085
				6,249,283
Bermuda - 0.9%
Continental Gold Ltd *		90,150		578,607
Canada - 58.4%
Agnico-Eagle Mines Ltd		72,080		2,958,163
Alamos Gold Inc		117,583		1,614,690
Aureus Mining Inc *		190,931		112,095
AuRico Gold Inc *		55,000		346,508
B2Gold Corp *		170,000		517,104
Barrick Gold Corp		148,643		4,370,104
Centerra Gold Inc		103,838		618,418
Detour Gold Corp *		90,355		1,737,100
Eldorado Gold Corp		313,601		2,997,555
First Quantum Minerals Ltd		27,489		522,801
Franco-Nevada Corp		38,553		1,759,810
Goldcorp Inc		169,804		5,710,509
IAMGOLD Corp		163,437		1,179,301
Kinross Gold Corp		385,932		3,054,480
MAG Silver Corp *		37,430		355,195
New Gold Inc *		123,557		1,123,854
Osisko Mining Corp *		280,767		1,666,609
Platinum Group Metals Ltd *		224,000		315,322
Pretium Resources Inc *		8,486		67,330
Rio Alto Mining Ltd *		63,710		292,883
SEMAFO Inc		40,249		100,637
Silver Wheaton Corp		44,754		1,403,038
Tahoe Resources Inc *		49,459		870,042
Torex Gold Resources Inc *		329,392		564,200
Yamana Gold Inc		278,495		4,290,443
				38,548,191
Peru - 1.6%
Cia de Minas Buenaventura SA ADR		41,754		1,083,934
South Africa - 3.2%
AngloGold Ashanti Ltd ADR		46,457		1,094,062
Gold Fields Ltd ADR		62,566		484,887
Impala Platinum Holdings Ltd		36,972		544,372
				2,123,321
United Kingdom - 10.8%
Fresnillo PLC		74,285		1,548,384
Hochschild Mining PLC		72,124		302,298
Randgold Resources Ltd ADR		61,085		5,252,088
				7,102,770
United States - 6.9%
Newmont Mining Corp		62,921		2,635,761
Royal Gold Inc		27,017		1,919,018
				4,554,779
Total Common Stocks (Cost $72,475,653)				60,240,885

	Shares		Value
SHORT-TERM INVESTMENT - 8.9%
Money Market Fund - 8.9%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		5,853,175		$5,853,175
Total Short-Term Investment (Cost $5,853,175)				5,853,175
TOTAL INVESTMENTS - 100.2% (Cost $78,328,828)				66,094,060
OTHER ASSETS & LIABILITIES, NET - (0.2%)				(143,305	)
NET ASSETS - 100.0%				$65,950,755

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified by precious metals sector as a percentage of net assets as follows:

Gold	82.0%
Precious Metals & Minerals	8.1%
Others (each less than 3.0%)	1.2%
	91.3%
Short-Term Investment	8.9%
Other Assets & Liabilities, Net	(0.2%	)
	100.0%

(b) As of March 31, 2013, the fund was diversified by country of incorporation as a percentage of net assets as follows:

Canada	58.4%
United States (Includes Short-Term Investment)	15.8%
United Kingdom	10.8%
Australia	9.5%
South Africa	3.2%
Others (each less than 3.0%)	2.5%
	100.2%
Other Assets & Liabilities, Net	(0.2%	)
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-76

PACIFIC LIFE FUNDS

PL PRECIOUS METALS FUND

Schedule of Investments (Continued)

March 31, 2013

(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 March 31, 2013:

		Total Value at March 31, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks
	Australia		$6,249,283		$—		$6,249,283		$—
	Bermuda		578,607		578,607		—		—
	Canada		38,548,191		38,436,096		112,095		—
	Peru		1,083,934		1,083,934		—		—
	South Africa		2,123,321		1,578,949		544,372		—
	United Kingdom		7,102,770		5,252,088		1,850,682		—
	United States		4,554,779		4,554,779		—		—
			60,240,885		51,484,453		8,756,432		—
	Short-Term Investment		5,853,175		5,853,175		—		—
	Total		$66,094,060		$57,337,628		$8,756,432		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-77

PACIFIC LIFE FUNDS

PL ALTERNATIVE STRATEGIES FUND

Schedule of Investments

March 31, 2013

	Shares		Value
AFFILIATED MUTUAL FUNDS - 264.1%
PL Floating Rate Income Fund ‘P’		382		$3,999
PL Inflation Managed Fund ‘P’		1,216		11,844
PL Real Estate Fund ‘P’		300		4,098
PL Emerging Markets Debt Fund ‘P’		372		3,915
PL Currency Strategies Fund ‘P’ *		1,909		19,696
PL Global Absolute Return Fund ‘P’		2,351		23,952
PL Precious Metals Fund ‘P’		1,362		11,195
Total Affiliated Mutual Funds (Cost $78,850)				78,699
TOTAL INVESTMENTS - 264.1% (Cost $78,850)				78,699
OTHER ASSETS & LIABILITIES, NET - (164.1%)				(48,904	)
NET ASSETS - 100.0%				$29,795

Notes to Schedule of Investments

(a) As of March 31, 2013, the fund was diversified as a percentage of net assets as follows:

Affiliated Fixed Income Funds	212.8%
Affiliated Equity Funds	51.3%
	264.1%
Other Assets & Liabilities, Net	(164.1%	)
	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 March 31, 2013:

		Total Value at March 31, 2013		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Affiliated Mutual Funds		$78,699		$78,699		$—		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page B-79

B-78

PACIFIC LIFE FUNDS

Schedule of Investments (Continued)

Explanation of Symbols and Terms

March 31, 2013

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 March 31, 2013. For Senior Loan Notes, the rate shown may represent a weighted average interest rate.
W	Investments were in default as of March 31, 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 reverse repurchase agreements, if any, as of March 31, 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 3D in Notes to Financial Statements).
l	Total shares owned by the fund as of March 31, 2013 were less than one share.
Counterparty Abbreviations:
BNP	BNP Paribas
BNS	Bank of Nova Scotia
BNY	Bank of New York Mellon
BOA	Bank of America
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
JPM	JPMorgan Chase
MSC	Morgan Stanley
RBC	Royal Bank of Canada
RBS	Royal Bank of Scotland
SCB	Standard Chartered Bank
SSB	State Street Bank
TDB	Toronto Dominion Bank
UBS	UBS
WBC	Westpac Banking Group

Currency Abbreviations:
AUD	Australian Dollar
BRL	Brazilian Real
CAD	Canadian Dollar
CHF	Swiss Franc
CNH	Renminbi Offshore (Hong Kong)
CNY	Chinese Renminbi
COP	Colombian Peso
CZK	Czech Koruna
DKK	Danish Krone
EUR	Euro
GBP	British Pound
GTQ	Guatemalan Quetzal
HKD	Hong Kong Dollar
HRK	Croatian Kuna
HUF	Hungarian Forint
IDR	Indonesian Rupiah
INR	Indian Rupee
JOD	Jordanian Dinar
JPY	Japanese Yen
KRW	Korean Won
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
TRY	Turkish Lira
TWD	Taiwan Dollar
USD	United States Dollar
ZAR	South African Rand
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
LIBOR	London Interbank Offered Rate
‘NY’	New York Shares
OTC	Over the Counter
REIT	Real Estate Investment Trust
WIBOR	Warsaw Interbank Offered Rate

Notes:

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

The descriptions and Standard and Poor’s quality ratings of the companies and credit spreads, if any, shown in the Schedules of Investments were obtained from published reports or other sources believed to be reliable, and are not audited by the Independent Registered Public Accounting Firm.

See Notes to Financial Statements

B-79

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES

MARCH 31, 2013

	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		$111,207,037		$170,659,629			$689,165,357		$222,218,412			$81,874,000		$196,505,369
Investments, at value		$112,826,917		$177,948,043			$704,881,314		$224,075,547			$84,089,357		$261,753,604
Repurchase agreements, at value		—		—			500,000		—			—		—
Cash (1)		—		—			145,000		—			—		—
Foreign currency held, at value (2)		—		73,634			130,627		—			304,934		53
Receivables:
Dividends and interest		322,657		530,924			3,052,473		1,129,582			1,353,969		460,290
Fund shares sold		247,871		—			493,259		234,661			186,051		—
Securities sold		—		1,088,524			21,376,102		—			610,716		396,130
Reverse repurchase agreements		—		—			5,379,500		—			—		—
Variation margin		—		—			—		7,031			—		—
Foreign tax reclaim		—		—			—		—			—		22,029
Due from adviser		19,014		15,801			66,183		25,893			—		18,027
Forward foreign currency contracts appreciation		—		218,320			1,207,571		—			188,141		124,280
Prepaid expenses and other assets		1,671		2,556			8,808		3,317			1,421		3,451
Swap contracts, at value		—		283,315			2,034,445		—			—		—
Total Assets		113,418,130		180,161,117			739,275,282		225,476,031			86,734,589		262,777,864
LIABILITIES
Payables:
Securities purchased		3,090,688		15			157,727,673		1,684,653			561,233		660,912
Reverse repurchase agreements		—		—			9,570,250		—			—		—
Variation margin		—		143,645			1,400,516		—			—		—
Sale-buyback financing transactions		—		15,204,972			2,522,062		—			—		—
Due to brokers (3)		—		60,000			1,365,000		—			—		—
Accrued advisory fees		59,539		55,511			190,239		75,131			102,800		161,147
Accrued administration fees		13,740		20,817			71,340		28,174			10,840		32,887
Accrued support service expenses		10,719		22,964			55,267		19,633			7,934		23,286
Accrued custodian fees and expenses		10,109		8,027			24,595		7,698			14,604		9,776
Accrued transfer agency out-of-pocket expenses		3,595		5,393			19,003		7,190			3,082		7,447
Accrued legal, audit and tax service fees		12,280		18,420			64,910		24,560			10,526		25,438
Accrued trustees’ fees and expenses and deferred compensation		195		1,547			7,429		575			17		2,348
Accrued interest		—		—			161		—			—		—
Accrued offering expenses		—		—			—		—			12,856		—
Accrued other		12,932		13,918			43,837		21,846			18,745		12,469
Forward foreign currency contracts depreciation		—		139,609			604,903		5,873			129,580		170,768
Outstanding options written, at value (premiums received $210,065 and $245,423)		—		60,743			121,973		—			—		—
Swap contracts, at value		—		124,230			200,859		—			16,535		—
Total Liabilities		3,213,797		15,879,811			173,990,017		1,875,333			888,752		1,106,478
NET ASSETS		$110,204,333		$164,281,306			$565,285,265		$223,600,698			$85,845,837		$261,671,386
NET ASSETS CONSIST OF:
Paid-in capital		$106,853,826		$159,206,985			$544,166,046		$221,515,232			$81,537,691		$216,173,850
Undistributed/accumulated net investment income (loss)		1,187,713		(1,022,547	)		2,331,238		634,635			944,026		1,591,825
Undistributed/accumulated net realized gain (loss)		542,914		(1,358,861	)		1,480,409		(386,972	)		1,112,970		(21,295,681	)
Net unrealized appreciation on investments and assets and liabilities in foreign currencies		1,619,880		7,455,729			17,307,572		1,837,803			2,251,150		65,201,392
NET ASSETS		$110,204,333		$164,281,306			$565,285,265		$223,600,698			$85,845,837		$261,671,386
Class P Shares:
Shares of beneficial interest outstanding		10,764,482		16,876,068			50,886,262		22,095,114			8,155,966		18,169,292
Net Asset Value Per Share		$10.24		$9.73			$11.11		$10.12			$10.53		$14.40

(1) Includes cash collateral segregated for open swap contracts in the PL Managed Bond Fund of $145,000.

(2) The cost of foreign currency for the PL Inflation Managed, PL Managed Bond, PL Emerging Markets Debt and PL Comstock Funds were $74,155, $134,118, $310,844 and $53, 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

C-1

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

MARCH 31, 2013

	PL Growth LT 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		$36,850,670			$124,490,490		$228,610,164			$159,548,251			$127,470,847		$48,748,574
Investments, at value		$48,639,598			$145,982,475		$323,646,313			$212,011,186			$138,406,654		$61,463,253
Cash (1)		—			293,600		—			—			—		—
Foreign currency held, at value (2)		—			—		—			—			—		796
Receivables:
Dividends and interest		35,411			139,402		730,505			182,159			249,000		30,740
Fund shares sold		—			64,634		—			61,976			—		—
Securities sold		—			84,730		—			335,135			1,174,094		221,156
Variation margin		—			9,375		—			—			—		—
Foreign tax reclaim		3,115			—		1,461			—			—		9,913
Due from adviser		6,181			27,230		21,301			19,085			28,314		1,101
Forward foreign currency contracts appreciation		20,581			—		—			—			—		—
Prepaid expenses and other assets		735			2,142		4,755			3,915			1,920		956
Total Assets		48,705,621			146,603,588		324,404,335			212,613,456			139,859,982		61,727,915
LIABILITIES
Payables:
Securities purchased		—			4,063,720		—			—			1,289,056		92,351
Accrued advisory fees		22,448			56,379		176,628			79,744			75,390		36,002
Accrued administration fees		6,122			17,804		40,760			26,581			17,398		7,715
Accrued support service expenses		6,689			13,221		29,993			21,669			14,290		6,407
Accrued custodian fees and expenses		13,199			14,608		6,660			6,300			22,161		13,081
Accrued transfer agency out-of-pocket expenses		1,541			4,622		10,272			8,474			4,109		2,054
Accrued legal, audit and tax service fees		5,263			15,789		35,086			28,946			14,034		7,017
Accrued trustees’ fees and expenses and deferred compensation		2,404			5,997		4,083			496			284		2,518
Accrued other		6,934			13,436		16,243			12,940			7,643		3,917
Forward foreign currency contracts depreciation		30,064			—		—			—			—		—
Total Liabilities		94,664			4,205,576		319,725			185,150			1,444,365		171,062
NET ASSETS		$48,610,957			$142,398,012		$324,084,610			$212,428,306			$138,415,617		$61,556,853
NET ASSETS CONSIST OF:
Paid-in capital		$44,920,309			$102,863,459		$240,325,976			$175,723,437			$119,065,789		$48,954,569
Undistributed net investment income		583,521			291,556		1,306,979			510,062			261,091		92,010
Accumulated net realized gain (loss)		(8,672,160	)		17,715,170		(12,584,494	)		(16,268,128	)		8,152,930		(203,989	)
Net unrealized appreciation on investments and assets and liabilities in foreign currencies		11,779,287			21,527,827		95,036,149			52,462,935			10,935,807		12,714,263
NET ASSETS		$48,610,957			$142,398,012		$324,084,610			$212,428,306			$138,415,617		$61,556,853
Class P Shares:
Shares of beneficial interest outstanding		3,490,693			13,686,911		23,215,030			17,415,835			12,579,554		7,172,316
Net Asset Value Per Share		$13.93			$10.40		$13.96			$12.20			$11.00		$8.58

(1) Includes cash collateral segregated for open futures contracts in the PL Large-Cap Growth Fund of $293,600.

(2) The cost of foreign currency for the PL Mid-Cap Growth Fund was $792.

See Notes to Financial Statements

C-2

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

MARCH 31, 2013

	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		$39,810,794			$97,369,513			$38,236,142			$88,192,288			$144,881,899			$126,475,141
Investments, at value		$50,803,746			$125,397,991			$60,024,885			$111,312,993			$198,030,162			$146,616,983
Foreign currency held, at value (1)		—			—			—			75,142			109,534			277,901
Receivables:
Dividends and interest		31,106			182,292			144,708			196,930			614,644			527,132
Fund shares sold		—			—			—			188,940			—			23,892
Securities sold		177,271			306,066			120,912			234,252			1,849,500			207,993
Foreign tax reclaim		—			—			—			6,405			231,828			82,792
Due from adviser		2,451			8,176			7,568			50,622			13,466			16,148
Forward foreign currency contracts appreciation		—			—			—			—			—			799,078
Prepaid expenses and other assets		712			1,869			952			1,622			2,980			2,253
Total Assets		51,015,286			125,896,394			60,299,025			112,066,906			200,852,114			148,554,172
LIABILITIES
Payables:
Securities purchased		60,120			112,883			81,758			954,907			1,619,386			1,422,363
Accrued advisory fees		25,759			78,856			45,472			74,748			144,175			81,511
Accrued administration fees		6,440			15,771			7,579			14,015			25,443			18,810
Accrued support service expenses		4,336			9,972			5,932			9,792			20,260			13,473
Accrued custodian fees and expenses		8,333			7,782			7,206			106,793			34,382			32,303
Accrued transfer agency out-of-pocket expenses		1,541			3,852			2,054			3,595			6,420			4,879
Accrued legal, audit and tax service fees		5,263			13,157			7,017			12,280			21,929			16,666
Accrued trustees’ fees and expenses and deferred compensation		1,554			67			99			228			1,797			2,822
Accrued foreign capital gains tax		—			—			—			66,573			—			—
Accrued other		3,899			7,270			3,556			13,852			15,449			6,573
Forward foreign currency contracts depreciation		—			—			—			—			—			405,120
Total Liabilities		117,245			249,610			160,673			1,256,783			1,889,241			2,004,520
NET ASSETS		$50,898,041			$125,646,784			$60,138,352			$110,810,123			$198,962,873			$146,549,652
NET ASSETS CONSIST OF:
Paid-in capital		$42,881,890			$97,324,262			$46,996,318			$89,111,087			$160,185,098			$182,964,102
Undistributed/accumulated net investment income (loss)		87,425			621,521			207,595			(277,253	)		1,204,416			570,294
Accumulated net realized loss		(3,064,226	)		(327,669	)		(8,854,304	)		(1,066,151	)		(15,570,764	)		(57,521,989	)
Net unrealized appreciation on investments and assets and liabilities in foreign currencies		10,992,952			28,028,670			21,788,743			23,042,440			53,144,123			20,537,245
NET ASSETS		$50,898,041			$125,646,784			$60,138,352			$110,810,123			$198,962,873			$146,549,652
Class P Shares:
Shares of beneficial interest outstanding		3,829,304			10,340,048			4,398,314			7,791,528			12,073,963			16,100,442
Net Asset Value Per Share		$13.29			$12.15			$13.67			$14.22			$16.48			$9.10

(1) The cost of foreign currency for the PL Emerging Markets, PL International Large-Cap and PL International Value Funds were $86,204, $108,986 and $276,607, respectively.

See Notes to Financial Statements

C-3

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

MARCH 31, 2013

	PL Currency Strategies Fund			PL Global Absolute Return Fund		PL Precious Metals Fund			PL Alternative Strategies Fund
ASSETS
Investments and repurchase agreements at, cost		$118,636,325			$174,063,996		$78,328,828			$78,850
Investments, at value		$118,477,230			$165,634,714		$66,094,060			$78,699
Repurchase agreements, at value		—			7,198,892		—			—
Cash (1)		740,000			—		—			—
Foreign currency held, at value (2)		1,274			650,237		36,428			—
Receivables:
Dividends and interest		864,959			1,130,265		46,518			—
Fund shares sold		81,780			412,409		750,019			—
Securities sold		—			107,450		—			—
Foreign tax reclaim		—			1,244		14,329			—
Swap agreements		—			336,041		—			—
Due from adviser		6,515			—		—			14,260
Forward foreign currency contracts appreciation		2,766,926			2,960,961		—			—
Prepaid expenses and other assets		1,750			2,684		1,167			2,567
Swap contracts, at value		—			5,681,662		—			—
Total Assets		122,940,434			184,116,559		66,942,521			95,526
LIABILITIES
Payables:
Securities purchased		—			191,604		895,626			—
Swap agreements		—			349,395		—			—
Due to broker (3)		230,000			1,271,056		—			—
Securities sold short, at value (proceeds $7,426,837)		—			7,135,222		—			—
Variation margin		—			21,025		—			—
Accrued advisory fees		65,794			169,618		46,324			5
Accrued administration fees		15,183			21,458		7,716			4
Accrued support service expenses		2,689			4,123		1,792			3,943
Accrued custodian fees and expenses		7,299			38,011		9,714			2,167
Accrued transfer agency out-of-pocket expenses		3,852			5,906		2,568			5,650
Accrued legal, audit and tax service fees		13,157			20,175		8,772			19,297
Accrued trustees’ fees and expenses and deferred compensation		21			32		14			31
Accrued distribution and/or service fees		—			—		—			2
Accrued interest		—			111,982		—			—
Accrued offering expenses		15,343			15,343		15,343			23,312
Accrued other		22,525			7,868		3,897			11,320
Forward foreign currency contracts depreciation		3,921,893			926,759		—			—
Swap contracts, at value		—			1,901,652		—			—
Total Liabilities		4,297,756			12,191,229		991,766			65,731
NET ASSETS		$118,642,678			$171,925,330		$65,950,755			$29,795
NET ASSETS CONSIST OF:
Paid-in capital		$114,975,593			$168,927,249		$78,240,884			$29,993
Undistributed/accumulated net investment income (loss)		4,997,060			1,744,989		51,396			—
Undistributed/accumulated net realized gain (loss)		—			135,136		(106,883	)		(47	)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(1,329,975	)		1,117,956		(12,234,642	)		(151	)
NET ASSETS		$118,642,678			$171,925,330		$65,950,755			$29,795
Class A Shares:
Net Assets										$9,936
Shares of beneficial interest outstanding										1,000
Net Asset Value per share*										$9.94
Sales Charge - Maximum is 5.50% of offering price										0.58
Maximum offering price per share										$10.52
Class C Shares:
Net Assets										$9,918
Shares of beneficial interest outstanding										1,000
Net Asset Value and offering price per share*										$9.92
Class P Shares:
Net Assets		$118,642,678			$171,925,330		$65,950,755
Shares of beneficial interest outstanding		11,494,820			16,879,918		8,023,588
Net Asset Value Per Share		$10.32			$10.19		$8.22
Advisor Class:
Net Assets										$9,941
Shares of beneficial interest outstanding										1,000
Net Asset Value per share										$9.94

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

(1) Includes cash collateral segregated for open forward foreign currency contracts in the PL Currency Strategies Fund of $740,000.

(2) The cost of foreign currency for the PL Currency Strategies, PL Global Absolute Return, and PL Precious Metals Funds were $1,292, $650,673, and $36,251, respectively.

(3) The PL Currency Strategies and PL Global Absolute Return 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 (See Note 5 in Notes to Financial Statements).

See Notes to Financial Statements

C-4

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS

FOR THE YEAR OR PERIOD ENDED MARCH 31, 2013

	PL Floating Rate Loan Fund			PL Inflation Managed Fund			PL Managed Bond Fund			PL Short Duration Bond Fund			PL Emerging Markets Debt Fund (1)			PL Comstock Fund
INVESTMENT INCOME
Dividends, net of foreign taxes withheld		$866			$254			$106,142			$1,320			$296			$5,786,607
Interest, net of foreign taxes withheld		5,500,428			5,120,882			12,440,997			3,360,736			3,517,241			—
Other		11,580			—			—			—			—			—
Total Investment Income		5,512,874			5,121,136			12,547,139			3,362,056			3,517,537			5,786,607
EXPENSES
Advisory fees		786,963			808,980			2,169,814			822,771			492,736			1,808,938
Administration fees		157,393			303,368			813,680			308,539			94,153			361,788
Support services expenses		18,353			44,430			91,459			30,822			7,934			38,516
Custodian fees and expenses		29,495			25,106			65,133			21,649			33,908			27,167
Shareholder report expenses		3,078			7,608			15,483			4,983			2,357			6,028
Transfer agency out-of-pocket expenses		17,186			39,744			86,644			29,716			9,055			36,266
Registration fees		2,756			4,328			14,383			5,398			2,208			5,677
Legal, audit and tax service fees		18,955			34,802			98,263			35,904			13,428			39,849
Trustees’ fees and expenses		3,588			8,177			18,088			6,222			1,917			7,526
Offering expenses		—			—			—			—			37,808			—
Interest expense		—			63,006			66,056			—			—			—
Other		44,907			45,956			121,698			66,082			40,662			18,386
Total Expenses		1,082,674			1,385,505			3,560,701			1,332,086			736,166			2,350,141
Advisory Fee Waiver (2)		(104,928	)		—			—			—			—			(36,179	)
Adviser Reimbursement (3)		(138,319	)		(210,150	)		(511,150	)		(200,776	)		(149,277	)		(179,416	)
Net Expenses		839,427			1,175,355			3,049,551			1,131,310			586,889			2,134,546
NET INVESTMENT INCOME		4,673,447			3,945,781			9,497,588			2,230,746			2,930,648			3,652,061
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
Investment security transactions		844,658			13,790,300			11,918,977			552,593			1,329,746			5,838,592
Closed short positions		—			1,719			(31,739	)		—			—			—
Futures contracts and swap transactions		—			266,517			1,382,518			28,295			38,125			—
Written option transactions		—			250,443			1,704,174			—			—			—
Foreign currency transactions		—			(215,441	)		407,716			(34,077	)		(1,064	)		190,990
Net Realized Gain		844,658			14,093,538			15,381,646			546,811			1,366,807			6,029,582
Change In Net Unrealized Appreciation (Depreciation) On:
Investment securities		745,495			(1,454,034	)		9,312,560			1,068,308			2,215,357			31,593,035
Futures contracts and swaps		—			(231,229	)		472,841			(13,699	)		(16,535	)		—
Written options		—			133,521			(803,855	)		—			—			—
Foreign currencies		—			233,267			1,888,100			(2,802	)		52,328			(46,075	)
Change in Net Unrealized Appreciation (Depreciation)		745,495			(1,318,475	)		10,869,646			1,051,807			2,251,150			31,546,960
NET GAIN		1,590,153			12,775,063			26,251,292			1,598,618			3,617,957			37,576,542
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$6,263,600			$16,720,844			$35,748,880			$3,829,364			$6,548,605			$41,228,603
Foreign taxes withheld on dividends and interest		$—			$—			$177,738			$—			$—			$92,452

(1) Operations commenced on June 29, 2012.

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

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

See Notes to Financial Statements

C-5

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS (Continued)

FOR THE YEAR ENDED MARCH 31, 2013

	PL Growth LT 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		$771,701			$1,441,630			$7,832,620			$3,630,124			$1,988,685			$891,334
Interest, net of foreign taxes withheld		3,954			—			—			—			—			—
Total Investment Income		775,655			1,441,630			7,832,620			3,630,124			1,988,685			891,334
EXPENSES
Advisory fees		320,212			965,362			1,961,266			901,411			888,793			429,917
Administration fees		87,331			193,072			452,600			300,470			205,106			92,125
Support services expenses		14,732			22,604			49,263			35,879			26,392			11,769
Custodian fees and expenses		35,505			24,601			22,337			20,647			37,096			46,563
Shareholder report expenses		2,402			3,692			7,940			5,958			4,132			1,859
Transfer agency out-of-pocket expenses		12,792			21,235			46,686			34,028			24,027			10,796
Registration fees		1,274			3,511			7,796			6,385			3,218			1,586
Legal, audit and tax service fees		10,584			23,990			53,250			41,639			23,770			11,293
Trustees’ fees and expenses		2,624			4,423			9,738			7,150			4,958			2,237
Other		15,753			16,871			20,652			16,241			13,989			8,958
Total Expenses		503,209			1,279,361			2,631,528			1,369,808			1,231,481			617,103
Advisory Fee Waiver (1)		—			(114,768	)		—			—			—			—
Adviser Reimbursement (2)		(95,666	)		(120,927	)		(217,662	)		(167,926	)		(137,581	)		(95,060	)
Net Expenses		407,543			1,043,666			2,413,866			1,201,882			1,093,900			522,043
NET INVESTMENT INCOME		368,112			397,964			5,418,754			2,428,242			894,785			369,291
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
Investment security transactions		12,091,534			24,394,908			5,135,174			11,693,601			16,576,332			867,465
Futures contracts transactions		—			305,194			—			—			—			—
Written option transactions		119,230			—			—			—			—			—
Foreign currency transactions		162,837			—			(860	)		435			—			(10,698	)
Net Realized Gain		12,373,601			24,700,102			5,134,314			11,694,036			16,576,332			856,767
Change In Net Unrealized Appreciation (Depreciation) On:
Investment securities		(13,401,912	)		(14,883,544	)		35,708,225			5,836,593			(10,408,293	)		(2,170,605	)
Futures contracts		—			35,842			—			—			—			—
Foreign currencies		43,755			—			—			58			—			923
Change in Net Unrealized Appreciation (Depreciation)		(13,358,157	)		(14,847,702	)		35,708,225			5,836,651			(10,408,293	)		(2,169,682	)
NET GAIN (LOSS)		(984,556	)		9,852,400			40,842,539			17,530,687			6,168,039			(1,312,915	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		($616,444	)		$10,250,364			$46,261,293			$19,958,929			$7,062,824			($943,624	)
Foreign taxes withheld on dividends and interest		$19,440			$44			$111,142			$810			$1,017			$12,908

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

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

See Notes to Financial Statements

C-6

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS (Continued)

FOR THE YEAR ENDED MARCH 31, 2013

	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		$410,373			$3,118,247			$1,311,923			$1,571,979			$5,193,532			$4,277,050
Interest, net of foreign taxes withheld		—			—			—			—			1,899			4,023
Total Investment Income		410,373			3,118,247			1,311,923			1,571,979			5,195,431			4,281,073
EXPENSES
Advisory fees		255,364			783,990			492,192			800,458			1,733,231			896,589
Administration fees		63,841			156,798			82,032			150,086			305,864			206,905
Support services expenses		7,036			16,265			9,525			16,067			35,470			21,963
Custodian fees and expenses		25,875			25,269			19,921			295,579			106,436			85,464
Shareholder report expenses		1,098			2,548			1,634			2,559			5,395			3,489
Transfer agency out-of-pocket expenses		6,700			15,550			9,098			15,293			32,879			20,932
Registration fees		1,170			2,912			1,557			2,718			4,931			3,676
Legal, audit and tax service fees		7,851			19,053			10,503			18,145			35,079			24,723
Trustees’ fees and expenses		1,400			3,262			1,909			3,193			6,789			4,364
Other		12,822			16,210			6,800			55,139			30,049			22,895
Total Expenses		383,157			1,041,857			635,171			1,359,237			2,296,123			1,291,000
Adviser Reimbursement (1)		(63,952	)		(101,068	)		(60,947	)		(408,692	)		(257,028	)		(187,506	)
Net Expenses		319,205			940,789			574,224			950,545			2,039,095			1,103,494
NET INVESTMENT INCOME		91,168			2,177,458			737,699			621,434			3,156,336			3,177,579
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
Investment security transactions		3,143,110			5,579,295			1,860,532			1,677,819			3,080,903			(1,799,377	)
Futures contracts transactions		—			—			—			—			—			157,787
Foreign currency transactions		—			(3,750	)		—			(57,499	)		(41,234	)		(214,253	)
Net Realized Gain (Loss)		3,143,110			5,575,545			1,860,532			1,620,320			3,039,669			(1,855,843	)
Change In Net Unrealized Appreciation (Depreciation) On:
Investment securities (2)		2,601,887			11,150,217			2,801,030			4,875,582			16,364,657			12,907,274
Futures contracts		—			—			—			—			—			(4,639	)
Foreign currencies		—			230			—			(8,189	)		(6,374	)		574,510
Change in Net Unrealized Appreciation		2,601,887			11,150,447			2,801,030			4,867,393			16,358,283			13,477,145
NET GAIN		5,744,997			16,725,992			4,661,562			6,487,713			19,397,952			11,621,302
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$5,836,165			$18,903,450			$5,399,261			$7,109,147			$22,554,288			$14,798,881
Foreign taxes withheld on dividends and interest		$—			$15,112			$4,653			$131,318			$591,297			$403,949

(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 increase in deferred foreign capital gains tax of $7,084.

See Notes to Financial Statements

C-7

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS (Continued)

FOR THE PERIODS ENDED MARCH 31, 2013

	PL Currency Strategies Fund (1)			PL Global Absolute Return Fund (1)			PL Precious Metals Fund (1)			PL Alternative Strategies Fund (2)
INVESTMENT INCOME
Dividends, net of foreign taxes withheld		$7,127			$9,949			$234,930			$—
Dividends from affiliated mutual fund investments		—			—			—			25
Interest, net of foreign taxes withheld		48,746			1,676,514			—			—
Total Investment Income		55,873			1,686,463			234,930			25
EXPENSES
Advisory fees		232,587			407,407			147,636			15
Administration fees		53,674			76,389			29,527			11
Support services expenses		2,689			4,123			1,792			3,943
Custodian fees and expenses		7,384			38,096			9,799			2,167
Shareholder report expenses		850			1,290			560			6,070
Distribution and/or service fees
Class A		—			—			—			6
Class C		—			—			—			24
Transfer agency out-of-pocket expenses		3,852			5,906			2,568			5,650
Registration fees		2,760			4,232			1,840			4,048
Legal, audit and tax service fees		13,246			20,312			8,831			19,428
Trustees’ fees and expenses		902			1,383			602			1,323
Offering expenses		15,343			15,343			15,343			24,931
Interest expense		—			30,762			—			—
Other		1,907			3,756			2,108			2,547
Total Expenses		335,194			608,999			220,606			70,163
Advisory Fee Waiver (3)		—			—			(13,779	)		—
Adviser Reimbursement (4)		(31,042	)		(68,978	)		(33,601	)		(70,089	)
Net Expenses		304,152			540,021			173,226			74
NET INVESTMENT INCOME (LOSS)		(248,279	)		1,146,442			61,704			(49	)
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
Investment security transactions		—			141,278			(106,883	)		(5	)
Futures contracts and swap transactions		—			(24,330	)		—			—
Foreign currency transactions		5,245,339			778,297			(4,419	)		—
Net Realized Gain (Loss)		5,245,339			895,245			(111,302	)		(5	)
Change In Net Unrealized Appreciation (Depreciation) On:
Investment securities		(159,095	)		(1,230,390	)		(12,234,768	)		(151	)
Short positions		—			291,615			—			—
Futures contracts and swaps		—			42,941			—			—
Foreign currencies		(1,170,880	)		2,013,790			126			—
Change in Net Unrealized Appreciation (Depreciation)		(1,329,975	)		1,117,956			(12,234,642	)		(151	)
NET GAIN (LOSS)		3,915,364			2,013,201			(12,345,944	)		(156	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		$3,667,085			$3,159,643			($12,284,240	)		($205	)
Foreign taxes withheld on dividends and interest		$—			$—			$42,307			$—

(1) Operations commenced on December 7, 2012.

(2) Operations commenced on December 31, 2012.

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

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

See Notes to Financial Statements

C-8

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

	PL Floating Rate Loan Fund						PL Inflation Managed Fund						PL Managed Bond Fund
	Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2013			Year Ended March 31, 2012
OPERATIONS
Net investment income		$4,673,447			$4,130,067			$3,945,781			$7,173,178			$9,497,588			$9,784,211
Net realized gain		844,658			502,188			14,093,538			15,897,068			15,381,646			4,380,097
Change in net unrealized appreciation (depreciation)		745,495			(922,280	)		(1,318,475	)		3,518,275			10,869,646			1,966,331
Net Increase in Net Assets Resulting from Operations		6,263,600			3,709,975			16,720,844			26,588,521			35,748,880			16,130,639
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class P		(4,684,073	)		(3,822,618	)		(6,518,650	)		(8,896,184	)		(16,389,453	)		(11,687,819	)
Net realized gains
Class P		(282,067	)		—			(16,271,162	)		(11,006,526	)		(7,038,055	)		—
Net Decrease from Dividends and Distributions to Shareholders		(4,966,140	)		(3,822,618	)		(22,789,812	)		(19,902,710	)		(23,427,508	)		(11,687,819	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class P		19,616,078			27,980,424			52,603,023			63,874,744			129,140,864			122,951,772
Dividends and distribution reinvestments
Class P		4,966,140			3,822,618			22,789,812			19,902,710			23,427,508			11,687,819
Cost of shares repurchased
Class P		(27,763,381	)		(5,667,963	)		(192,998,689	)		(31,863,538	)		(85,819,252	)		(31,850,108	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(3,181,163	)		26,135,079			(117,605,854	)		51,913,916			66,749,120			102,789,483
NET INCREASE (DECREASE) IN NET ASSETS		(1,883,703	)		26,022,436			(123,674,822	)		58,599,727			79,070,492			107,232,303
NET ASSETS
Beginning of Year		112,088,036			86,065,600			287,956,128			229,356,401			486,214,773			378,982,470
End of Year		$110,204,333			$112,088,036			$164,281,306			$287,956,128			$565,285,265			$486,214,773
Undistributed/Accumulated Net Investment Income (Loss)		$1,187,713			$1,198,339			($1,022,547	)		$849,845			$2,331,238			$6,200,177

See Notes to Financial Statements

C-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
	Year Ended March 31, 2013			Year Ended March 31, 2012			Period Ended March 31, 2013			Year Ended March 31, 2013			Year Ended March 31, 2012
OPERATIONS
Net investment income		$2,230,746			$1,527,338			$2,930,648			$3,652,061			$2,652,992
Net realized gain		546,811			365,029			1,366,807			6,029,582			8,095,045
Change in net unrealized appreciation		1,051,807			335,227			2,251,150			31,546,960			220,561
Net Increase in Net Assets Resulting from Operations		3,829,364			2,227,594			6,548,605			41,228,603			10,968,598
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class P		(2,806,146	)		(1,583,339	)		(2,042,727	)		(2,925,820	)		(2,469,410	)
Net realized gains
Class P		(46,248	)		(194,538	)		(197,732	)		—			—
Net Decrease from Dividends and Distributions to Shareholders		(2,852,394	)		(1,777,877	)		(2,240,459	)		(2,925,820	)		(2,469,410	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class P		96,093,274			40,795,923			90,381,544			61,091,927			39,955,205
Dividends and distribution reinvestments
Class P		2,852,394			1,777,877			2,240,459			2,925,820			2,469,410
Cost of shares repurchased
Class P		(31,689,788	)		(8,788,892	)		(11,084,312	)		(47,978,778	)		(10,059,434	)
Net Increase in Net Assets from Capital Share Transactions		67,255,880			33,784,908			81,537,691			16,038,969			32,365,181
NET INCREASE IN NET ASSETS		68,232,850			34,234,625			85,845,837			54,341,752			40,864,369
NET ASSETS
Beginning of Year or Period		155,367,848			121,133,223			—			207,329,634			166,465,265
End of Year or Period		$223,600,698			$155,367,848			$85,845,837			$261,671,386			$207,329,634
Undistributed Net Investment Income		$634,635			$483,512			$944,026			$1,591,825			$674,594

(1) Operations commenced on June 29, 2012.

See Notes to Financial Statements

C-10

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	PL Growth LT Fund						PL Large-Cap Growth Fund						PL Large-Cap Value Fund
	Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2013			Year Ended March 31, 2012
OPERATIONS
Net investment income (loss)		$368,112			$568,645			$397,964			($285,215	)		$5,418,754			$4,585,584
Net realized gain (loss)		12,373,601			(779,013	)		24,700,102			2,701,430			5,134,314			953,473
Change in net unrealized appreciation (depreciation)		(13,358,157	)		4,289,690			(14,847,702	)		13,258,222			35,708,225			14,291,995
Net Increase (Decrease) in Net Assets Resulting from Operations		(616,444	)		4,079,322			10,250,364			15,674,437			46,261,293			19,831,052
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class P		(549,887	)		(536,165	)		—			—			(5,290,356	)		(4,290,204	)
Net realized gains
Class P		—			—			(7,584,966	)		(1,890,797	)		—			—
Net Decrease from Dividends and Distributions to Shareholders		(549,887	)		(536,165	)		(7,584,966	)		(1,890,797	)		(5,290,356	)		(4,290,204	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class P		14,624,438			17,297,129			24,025,886			19,512,148			76,584,620			41,530,441
Dividends and distribution reinvestments
Class P		549,887			536,165			7,584,966			1,890,797			5,290,356			4,290,204
Cost of shares repurchased
Class P		(73,736,695	)		(28,612,620	)		(21,100,445	)		(5,065,264	)		(61,678,368	)		(26,880,017	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(58,562,370	)		(10,779,326	)		10,510,407			16,337,681			20,196,608			18,940,628
NET INCREASE (DECREASE) IN NET ASSETS		(59,728,701	)		(7,236,169	)		13,175,805			30,121,321			61,167,545			34,481,476
NET ASSETS
Beginning of Year		108,339,658			115,575,827			129,222,207			99,100,886			262,917,065			228,435,589
End of Year		$48,610,957			$108,339,658			$142,398,012			$129,222,207			$324,084,610			$262,917,065
Undistributed/Accumulated Net Investment Income (Loss)		$583,521			$601,465			$291,556			($106,408	)		$1,306,979			$1,179,441

See Notes to Financial Statements

C-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
	Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2013			Year Ended March 31, 2012
OPERATIONS
Net investment income (loss)		$2,428,242			$1,681,456			$894,785			$732,213			$369,291			($131,025	)
Net realized gain		11,694,036			2,717,308			16,576,332			6,873,001			856,767			5,871,520
Change in net unrealized appreciation (depreciation)		5,836,651			16,697,945			(10,408,293	)		(5,959,364	)		(2,169,682	)		(5,166,639	)
Net Increase (Decrease) in Net Assets Resulting from Operations		19,958,929			21,096,709			7,062,824			1,645,850			(943,624	)		573,856
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class P		(2,671,391	)		(1,459,944	)		(821,347	)		(669,458	)		(175,658	)		(316,392	)
Net realized gains
Class P		—			—			—			—			(1,858,301	)		(7,220,657	)
Net Decrease from Dividends and Distributions to Shareholders		(2,671,391	)		(1,459,944	)		(821,347	)		(669,458	)		(2,033,959	)		(7,537,049	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class P		37,024,387			23,559,879			20,531,766			35,444,468			19,652,232			11,042,280
Dividends and distribution reinvestments
Class P		2,671,391			1,459,944			821,347			669,458			2,033,959			7,537,049
Cost of shares repurchased
Class P		(38,092,744	)		(9,008,456	)		(54,347,302	)		(7,677,376	)		(30,738,180	)		(2,505,288	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		1,603,034			16,011,367			(32,994,189	)		28,436,550			(9,051,989	)		16,074,041
NET INCREASE (DECREASE) IN NET ASSETS		18,890,572			35,648,132			(26,752,712	)		29,412,942			(12,029,572	)		9,110,848
NET ASSETS
Beginning of Year		193,537,734			157,889,602			165,168,329			135,755,387			73,586,425			64,475,577
End of Year		$212,428,306			$193,537,734			$138,415,617			$165,168,329			$61,556,853			$73,586,425
Undistributed/Accumulated Net Investment Income (Loss)		$510,062			$739,211			$261,091			$187,653			$92,010			($94,893	)

See Notes to Financial Statements

C-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
	Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2013			Year Ended March 31, 2012
OPERATIONS
Net investment income (loss)		$91,168			($102,302	)		$2,177,458			$1,236,211			$737,699			$519,888
Net realized gain		3,143,110			1,940,485			5,575,545			609,763			1,860,532			1,062,067
Change in net unrealized appreciation (depreciation)		2,601,887			(1,384,256	)		11,150,447			(727,008	)		2,801,030			3,552,200
Net Increase in Net Assets Resulting from Operations		5,836,165			453,927			18,903,450			1,118,966			5,399,261			5,134,155
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class P		—			—			(1,785,180	)		(1,046,454	)		(725,336	)		(324,119	)
Net realized gains
Class P		—			—			—			—			—			—
Net Decrease from Dividends and Distributions to Shareholders		—			—			(1,785,180	)		(1,046,454	)		(725,336	)		(324,119	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class P		11,986,420			6,252,737			23,891,241			13,399,076			4,275,582			11,623,068
Dividends and distribution reinvestments
Class P		—			—			1,785,180			1,046,454			725,336			324,119
Cost of shares repurchased
Class P		(3,294,395	)		(2,691,970	)		(3,299,732	)		(4,613,313	)		(2,215,456	)		(5,938,153	)
Net Increase in Net Assets from Capital Share Transactions		8,692,025			3,560,767			22,376,689			9,832,217			2,785,462			6,009,034
NET INCREASE IN NET ASSETS		14,528,190			4,014,694			39,494,959			9,904,729			7,459,387			10,819,070
NET ASSETS
Beginning of Year		36,369,851			32,355,157			86,151,825			76,247,096			52,678,965			41,859,895
End of Year		$50,898,041			$36,369,851			$125,646,784			$86,151,825			$60,138,352			$52,678,965
Undistributed/Accumulated Net Investment Income (Loss)		$87,425			($8,199	)		$621,521			$325,094			$207,595			$195,232

See Notes to Financial Statements

C-13

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	PL Emerging Markets Fund						PL International Large-Cap Fund						PL International Value Fund
	Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2013			Year Ended March 31, 2012			Year Ended March 31, 2013			Year Ended March 31, 2012
OPERATIONS
Net investment income		$621,434			$778,205			$3,156,336			$2,519,676			$3,177,579			$3,008,134
Net realized gain (loss)		1,620,320			340,600			3,039,669			(2,624,161	)		(1,855,843	)		(8,382,616	)
Change in net unrealized appreciation (depreciation)		4,867,393			(2,935,849	)		16,358,283			7,176,932			13,477,145			1,902,876
Net Increase (Decrease) in Net Assets Resulting from Operations		7,109,147			(1,817,044	)		22,554,288			7,072,447			14,798,881			(3,471,606	)
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class P		(667,612	)		(436,891	)		(3,215,843	)		(2,241,781	)		(3,493,667	)		(3,217,735	)
Net realized gains
Class P		—			(1,469,568	)		—			—			—			—
Net Decrease from Dividends and Distributions to Shareholders		(667,612	)		(1,906,459	)		(3,215,843	)		(2,241,781	)		(3,493,667	)		(3,217,735	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class P		22,556,840			26,496,874			22,507,884			69,389,238			47,205,389			30,876,665
Dividends and distribution reinvestments
Class P		667,612			1,906,459			3,215,843			2,241,781			3,493,667			3,217,735
Cost of shares repurchased
Class P		(4,339,098	)		(3,466,862	)		(50,043,057	)		(10,550,933	)		(26,573,122	)		(6,528,836	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		18,885,354			24,936,471			(24,319,330	)		61,080,086			24,125,934			27,565,564
NET INCREASE (DECREASE) IN NET ASSETS		25,326,889			21,212,968			(4,980,885	)		65,910,752			35,431,148			20,876,223
NET ASSETS
Beginning of Year		85,483,234			64,270,266			203,943,758			138,033,006			111,118,504			90,242,281
End of Year		$110,810,123			$85,483,234			$198,962,873			$203,943,758			$146,549,652			$111,118,504
Undistributed/Accumulated Net Investment Income (Loss)		($277,253	)		($165,916	)		$1,204,416			$1,305,157			$570,294			$1,083,553

See Notes to Financial Statements

C-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)			PL Alternative Strategies Fund (2)
	Period Ended March 31, 2013			Period Ended March 31, 2013			Period Ended March 31, 2013			Period Ended March 31, 2013
OPERATIONS
Net investment income (loss)		($248,279	)		$1,146,442			$61,704			($49	)
Net realized gain (loss)		5,245,339			895,245			(111,302	)		(5	)
Change in net unrealized appreciation (depreciation)		(1,329,975	)		1,117,956			(12,234,642	)		(151	)
Net Increase (Decrease) in Net Assets Resulting from Operations		3,667,085			3,159,643			(12,284,240	)		(205	)
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		—			—			—			—
Class C		—			—			—			—
Class P		—			(101,328	)		(9,365	)		—
Advisor Class		—			—			—			—
Net realized gains
Class A		—			—			—			—
Class C		—			—			—			—
Class P		—			—			—			—
Advisor Class		—			—			—			—
Net Decrease from Dividends and Distributions to Shareholders		—			(101,328	)		(9,365	)		—
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		—			—			—			10,000
Class C		—			—			—			10,000
Class P		115,338,018			169,320,302			78,481,614			—
Advisor Class		—			—			—			10,000
Dividends and distribution reinvestments
Class A		—			—			—			—
Class C		—			—			—			—
Class P		—			101,328			9,365			—
Advisor Class		—			—			—			—
Cost of shares repurchased
Class A		—			—			—			—
Class C		—			—			—			—
Class P		(362,425	)		(554,615	)		(246,619	)		—
Advisor Class		—			—			—			—
Net Increase in Net Assets from Capital Share Transactions		114,975,593			168,867,015			78,244,360			30,000
NET INCREASE IN NET ASSETS		118,642,678			171,925,330			65,950,755			29,795
NET ASSETS
Beginning of Periods		—			—			—			—
End of Periods		$118,642,678			$171,925,330			$65,950,755			$29,795
Undistributed/Accumulated Net Investment Income (Loss)		$4,997,060			$1,744,989			$51,396			$—

(1) Operations commenced on December 7, 2012.

(2) Operations commenced on December 31, 2012.

See Notes to Financial Statements

C-15

PACIFIC LIFE FUNDS

STATEMENT OF CASH FLOWS (1)

FOR THE YEAR ENDED MARCH 31, 2013

	PL Inflation Managed Fund
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase in net assets from operations		$16,720,844
Adjustments to reconcile net increase in net assets from operations to net cash provided by operating activities:
Purchases of long-term securities		(283,436,466	)
Proceeds from disposition of long-term securities		447,656,255
Proceeds from securities sold short		34,546,814
Proceeds of short-term securities, net		4,675,390
Purchases to cover securities sold short		(34,545,095	)
Increase in swap premiums		162,319
Proceeds of written options		322,241
Cost of closed and expired options		(532,004	)
Litigation income		6,674
Decrease in dividends and interest receivable		773,984
Decrease in investments sold receivable		766,448
Decrease in receivable due from adviser		6,406
Decrease in prepaid expenses and other assets		2,938
Decrease in payable for securities purchased		(51,297,530	)
Decrease in payable due to brokers		(560,000	)
Decrease in accrued advisory fees		(38,806	)
Decrease in accrued administration fees		(14,552	)
Increase in accrued services expenses		14,612
Decrease in accrued custodian fees and expenses		(20,590	)
Decrease in accrued transfer agency out-of-pocket expenses		(7,139	)
Decrease in accrued legal, audit and tax service fees		(15,160	)
Increase in accrued trustees’ fees and expenses and deferred compensation		197
Decrease in accrued other payables		(5,673	)
Change in net unrealized depreciation on investment securities		1,454,034
Change in net unrealized depreciation on swaps		89,387
Change in net unrealized appreciation on written options		(133,521	)
Change in net unrealized appreciation on foreign currencies		(233,267	)
Net realized gain on investment securities		(13,790,300	)
Net realized gain on closed short positions		(1,719	)
Net realized gain on swaps		(93,300	)
Net realized gain on written options		(250,443	)
Net realized loss on foreign currency		215,441
Increase in variation margin payable		115,610
Net amortization on investments		(138,720	)
Net cash provided by operating activities		122,415,309
CASH FLOWS FROM FINANCING ACTIVITIES (2):
Proceeds from shares sold		55,283,662
Payment of shares redeemed		(192,998,689	)
Increase in payable for sale-buyback financing transactions		15,204,972
Net cash used in financing activities		(122,510,055	)
NET DECREASE IN CASH AND FOREIGN CURRENCY		(94,746	)
CASH AND FOREIGN CURRENCY:
Beginning of Year		168,380
End of Year		$73,634

(1) Information on financial transactions which have been settled through the receipt or disbursement of cash is presented in the Statement of Cash Flows. The cash amounts shown in the Statement of Cash Flows are the amounts included within the Statements of Assets and Liabilities and include cash and foreign currency, if any, on hand at the custodian bank and do not include any short-term investments. The PL Inflation Managed Fund has not met the exemption criteria under the Financial Accounting Standards Board Accounting Standards Codification Topic 230, Statement of Cash Flows, and therefore includes a Statement of Cash Flows. All other funds have met the exemption criteria. Interest expense paid by the PL Inflation Managed Fund was $63,006.

(2) Reinvestment of dividends for the PL Inflation Managed Fund was $22,789,812.

See Notes to Financial Statements

C-16

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (1)

Selected per share, ratios and supplemental data for each year or period ended March 31, were as follows:

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 from Investment Operations			Distributions from Net Investment Income			Distributions from Capital Gains			Total Distributions			Net Asset Value, End of Year or Period		Total Returns (3)			Net Assets, End of Year or Period (in thousands)		Ratios of Expenses Before Expense Reductions to Average Net Assets (4)	Ratios of Expenses After Expense Reductions to Average Net Assets (4), (5)	Ratios of Net Investment Income (Loss) to Average Net Assets (4)	Portfolio Turnover Rates
PL Floating Rate Loan Fund
4/1/2012 - 3/31/2013		$10.10		$0.46			$0.18			$0.64			($0.47	)		($0.03	)		($0.50	)		$10.24		6.40	%		$110,204	1.03%	0.80%	4.45%		94.47	%
4/1/2011 - 3/31/2012		10.12		0.43			(0.06	)		0.37			(0.39	)		—			(0.39	)		10.10		3.80	%		112,088	1.04%	0.80%	4.33%		44.93	%
4/1/2010 - 3/31/2011		9.88		0.34			0.19			0.53			(0.29	)		—			(0.29	)		10.12		5.51	%		86,066	1.22%	0.90%	4.29%		92.44	%
4/1/2009 - 3/31/2010		8.18		0.45			1.70			2.15			(0.45	)		—			(0.45	)		9.88		26.70	%		53,122	1.54%	1.30%	4.78%		118.03	%
6/30/2008 - 3/31/2009		10.00		0.39			(1.82	)		(1.43	)		(0.39	)		—			(0.39	)		8.18		(14.37	%)		27,811	1.53%	1.30%	5.90%		56.30	%
PL Inflation Managed Fund
4/1/2012 - 3/31/2013		$10.79		$0.21			$0.52			$0.73			($0.51	)		($1.28	)		($1.79	)		$9.73		6.79	%		$164,281	0.69%	0.58%	1.95%		111.18	%
4/1/2011 - 3/31/2012		10.53		0.31			0.85			1.16			(0.40	)		(0.50	)		(0.90	)		10.79		11.11	%		287,956	0.67%	0.56%	2.83%		372.47	%
4/1/2010 - 3/31/2011		10.10		0.24			0.61			0.85			(0.21	)		(0.21	)		(0.42	)		10.53		8.56	%		229,356	0.82%	0.64%	2.31%		322.90	%
4/1/2009 - 3/31/2010		9.59		0.29			0.62			0.91			(0.40	)		—			(0.40	)		10.10		9.68	%		149,453	1.21%	0.95%	2.90%		299.61	%
4/1/2008 - 3/31/2009		11.08		0.39			(0.80	)		(0.41	)		(0.41	)		(0.67	)		(1.08	)		9.59		(3.85	%)		81,266	1.35%	1.01%	3.94%		745.76	%
PL Managed Bond Fund
4/1/2012 - 3/31/2013		$10.86		$0.20			$0.55			$0.75			($0.35	)		($0.15	)		($0.50	)		$11.11		6.85	%		$565,285	0.66%	0.56%	1.75%		495.01	%
4/1/2011 - 3/31/2012		10.75		0.25			0.15			0.40			(0.29	)		—			(0.29	)		10.86		4.02	%		486,215	0.67%	0.55%	2.33%		519.00	%
4/1/2010 - 3/31/2011		10.75		0.24			0.43			0.67			(0.30	)		(0.37	)		(0.67	)		10.75		6.31	%		378,982	0.82%	0.63%	2.16%		501.72	%
4/1/2009 - 3/31/2010		9.70		0.30			1.48			1.78			(0.50	)		(0.23	)		(0.73	)		10.75		18.68	%		235,957	1.22%	0.95%	2.86%		351.53	%
4/1/2008 - 3/31/2009		10.73		0.43			(0.45	)		(0.02	)		(0.55	)		(0.46	)		(1.01	)		9.70		0.07	%		137,724	1.30%	1.01%	4.36%		441.01	%
PL Short Duration Bond Fund
4/1/2012 - 3/31/2013		$10.07		$0.11			$0.08			$0.19			($0.14	)		($0.00	)(7)		($0.14	)		$10.12		1.86	%		$223,601	0.65%	0.55%	1.08%		62.52	%
4/1/2011 - 3/31/2012		10.04		0.11			0.05			0.16			(0.12	)		(0.01	)		(0.13	)		10.07		1.62	%		155,368	0.68%	0.55%	1.14%		150.23	%
4/1/2010 - 3/31/2011		10.00		0.10			0.06			0.16			(0.08	)		(0.04	)		(0.12	)		10.04		1.57	%		121,133	0.81%	0.64%	1.00%		195.72	%
4/1/2009 - 3/31/2010		9.69		0.18			0.33			0.51			(0.20	)		—			(0.20	)		10.00		5.27	%		75,674	1.22%	0.95%	1.84%		167.12	%
4/1/2008 - 3/31/2009		10.22		0.32			(0.25	)		0.07			(0.31	)		(0.29	)		(0.60	)		9.69		0.75	%		47,355	1.26%	1.02%	3.20%		146.36	%
PL Emerging Markets Debt Fund (1)
6/29/2012 - 3/31/2013		$10.00		$0.37			$0.46			$0.83			($0.27	)		($0.03	)		($0.30	)		$10.53		8.24	%		$85,846	1.17%	0.94%	4.67%		61.02	%
PL Comstock Fund
4/1/2012 - 3/31/2013		$12.47		$0.19			$1.91			$2.10			($0.17	)		$—			($0.17	)		$14.40		16.96	%		$261,671	0.97%	0.89%	1.51%		34.81	%
4/1/2011 - 3/31/2012		12.13		0.17			0.32			0.49			(0.15	)		—			(0.15	)		12.47		4.22	%		207,330	0.99%	0.89%	1.47%		23.54	%
4/1/2010 - 3/31/2011		10.69		0.13			1.41			1.54			(0.10	)		—			(0.10	)		12.13		14.55	%		166,465	1.13%	0.99%	1.16%		30.58	%
4/1/2009 - 3/31/2010		6.95		0.09			3.74			3.83			(0.09	)		—			(0.09	)		10.69		55.34	%		128,169	1.51%	1.30%	0.93%		27.65	%
4/1/2008 - 3/31/2009		11.84		0.16			(4.89	)		(4.73	)		(0.16	)		—			(0.16	)		6.95		(40.11	%)		74,862	1.58%	1.37%	1.68%		59.96	%
PL Growth LT Fund
4/1/2012 - 3/31/2013		$13.12		$0.08			$0.90			$0.98			($0.17	)		$—			($0.17	)		$13.93		7.53	%		$48,611	0.86%	0.70%	0.63%		71.67	%
4/1/2011 - 3/31/2012		12.42		0.06			0.71			0.77			(0.07	)		—			(0.07	)		13.12		6.26	%		108,340	0.85%	0.70%	0.54%		83.66	%
4/1/2010 - 3/31/2011		11.21		0.07			1.14			1.21			—			—			—			12.42		10.79	%		115,576	0.95%	0.79%	0.58%		82.71	%
4/1/2009 - 3/31/2010		7.74		0.02			3.60			3.62			(0.15	)		—			(0.15	)		11.21		47.26	%		89,219	1.37%	1.10%	0.19%		60.31	%
4/1/2008 - 3/31/2009		12.63		0.03			(4.63	)		(4.60	)		—			(0.29	)		(0.29	)		7.74		(37.27	%)		74,158	1.42%	1.15%	0.32%		80.89	%
PL Large-Cap Growth Fund
4/1/2012 - 3/31/2013		$10.30		$0.03			$0.70			$0.73			$—			($0.63	)		($0.63	)		$10.40		7.66	%		$142,398	0.99%	0.81%	0.31%		130.53	%
4/1/2011 - 3/31/2012		9.23		(0.02	)		1.25			1.23			—			(0.16	)		(0.16	)		10.30		13.65	%		129,222	1.00%	0.88%	(0.26%)		76.21	%
4/1/2010 - 3/31/2011		7.71		(0.01	)		1.53			1.52			—			—			—			9.23		19.72	%		99,101	1.12%	0.95%	(0.11%)		101.69	%
4/1/2009 - 3/31/2010		5.44		(0.03	)		2.30			2.27			—			—			—			7.71		41.73	%		61,106	1.59%	1.28%	(0.38%)		115.83	%
4/1/2008 - 3/31/2009		9.24		(0.05	)		(3.75	)		(3.80	)		—			—			—			5.44		(41.13	%)		16,515	1.81%	1.37%	(0.61%)		179.61	%
PL Large-Cap Value Fund
4/1/2012 - 3/31/2013		$12.31		$0.23			$1.66			$1.89			($0.24	)		$—			($0.24	)		$13.96		15.54	%		$324,085	0.87%	0.80%	1.80%		26.17	%
4/1/2011 - 3/31/2012		11.59		0.22			0.71			0.93			(0.21	)		—			(0.21	)		12.31		8.21	%		262,917	0.89%	0.80%	1.96%		20.28	%
4/1/2010 - 3/31/2011		10.42		0.16			1.15			1.31			(0.14	)		—			(0.14	)		11.59		12.69	%		228,436	1.01%	0.89%	1.56%		18.76	%
4/1/2009 - 3/31/2010		7.35		0.14			3.07			3.21			(0.14	)		—			(0.14	)		10.42		43.79	%		162,312	1.38%	1.20%	1.52%		16.28	%
4/1/2008 - 3/31/2009		11.59		0.16			(4.27	)		(4.11	)		(0.12	)		(0.01	)		(0.13	)		7.35		(35.61	%)		62,931	1.48%	1.25%	1.63%		38.49	%
PL Main Street Core Fund
4/1/2012 - 3/31/2013		$11.26		$0.14			$0.96			$1.10			($0.16	)		$—			($0.16	)		$12.20		9.93	%		$212,428	0.68%	0.60%	1.21%		59.84	%
4/1/2011 - 3/31/2012		10.13		0.10			1.11			1.21			(0.08	)		—			(0.08	)		11.26		12.12	%		193,538	0.70%	0.60%	1.00%		47.65	%
4/1/2010 - 3/31/2011		9.00		0.09			1.10			1.19			(0.06	)		—			(0.06	)		10.13		13.28	%		157,890	0.83%	0.70%	0.93%		58.13	%
4/1/2009 - 3/31/2010		6.11		0.07			2.89			2.96			(0.07	)		—			(0.07	)		9.00		48.57	%		146,028	1.23%	1.00%	0.89%		130.37	%
4/1/2008 - 3/31/2009		9.91		0.09			(3.81	)		(3.72	)		(0.08	)		—			(0.08	)		6.11		(37.66	%)		85,261	1.41%	1.06%	1.07%		101.22	%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page C-19

C-17

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (1) (Continued)

Selected per share, ratios and supplemental data for each year or period ended March 31, were as follows:

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 from Investment Operations			Distributions from Net Investment Income			Distributions from Capital Gains			Total Distributions			Net Asset Value, End of Year or Period		Total Returns (3)			Net Assets, End of Year or Period (in thousands)		Ratios of Expenses Before Expense Reductions to Average Net Assets (4)	Ratios of Expenses After Expense Reductions to Average Net Assets (4), (5)	Ratios of Net Investment Income (Loss) to Average Net Assets (4)	Portfolio Turnover Rates
PL Mid-Cap Equity Fund (6)
4/1/2012 - 3/31/2013		$10.29		$0.06			$0.72			$0.78			($0.07	)		$—			($0.07	)		$11.00		7.63	%		$138,416	0.90%	0.80%	0.65%		191.01	%
4/1/2011 - 3/31/2012		10.46		0.05			(0.18	)		(0.13	)		(0.04	)		—			(0.04	)		10.29		(1.17	%)		165,168	0.89%	0.80%	0.51%		102.11	%
4/1/2010 - 3/31/2011		8.66		0.08			1.79			1.87			(0.07	)		—			(0.07	)		10.46		21.70	%		135,755	1.02%	0.89%	0.87%		87.04	%
4/1/2009 - 3/31/2010		5.33		0.03			3.34			3.37			(0.04	)		—			(0.04	)		8.66		63.29	%		101,650	1.41%	1.20%	0.44%		74.00	%
4/1/2008 - 3/31/2009		8.92		0.07			(3.58	)		(3.51	)		(0.08	)		(0.00	)(7)		(0.08	)		5.33		(39.44	%)		59,135	1.52%	1.26%	1.01%		82.26	%
PL Mid-Cap Growth Fund
4/1/2012 - 3/31/2013		$8.87		$0.05			($0.03	)		$0.02			($0.02	)		($0.29	)		($0.31	)		$8.58		0.61	%		$61,557	1.00%	0.85%	0.60%		48.19	%
4/1/2011 - 3/31/2012		10.28		(0.02	)		(0.28	)		(0.30	)		(0.05	)		(1.06	)		(1.11	)		8.87		(1.08	%)		73,586	0.98%	0.85%	(0.21%)		26.59	%
4/1/2010 - 3/31/2011		8.41		0.02			2.83			2.85			(0.02	)		(0.96	)		(0.98	)		10.28		35.16	%		64,476	1.17%	0.95%	0.24%		44.37	%
4/1/2009 - 3/31/2010		4.98		(0.03	)		3.56			3.53			—			(0.10	)		(0.10	)		8.41		70.89	%		54,994	1.53%	1.25%	(0.42%)		31.79	%
4/1/2008 - 3/31/2009		9.31		(0.05	)		(3.57	)		(3.62	)		—			(0.71	)		(0.71	)		4.98		(40.02	%)		18,873	1.80%	1.34%	(0.60%)		47.92	%
PL Small-Cap Growth Fund
4/1/2012 - 3/31/2013		$11.86		$0.03			$1.40			$1.43			$—			$—			$—			$13.29		12.06	%		$50,898	0.90%	0.75%	0.21%		91.58	%
4/1/2011 - 3/31/2012		11.90		(0.03	)		(0.01	)		(0.04	)		—			—			—			11.86		(0.34	%)		36,370	0.93%	0.75%	(0.31%)		66.60	%
4/1/2010 - 3/31/2011		9.41		(0.06	)		2.55			2.49			—			—			—			11.90		26.46	%		32,355	1.11%	0.84%	(0.63%)		85.58	%
4/1/2009 - 3/31/2010		5.88		(0.06	)		3.59			3.53			—			—			—			9.41		60.03	%		25,691	1.56%	1.15%	(0.81%)		87.50	%
4/1/2008 - 3/31/2009		9.12		(0.07	)		(3.17	)		(3.24	)		—			—			—			5.88		(35.53	%)		24,046	1.71%	1.28%	(0.96%)		72.93	%
PL Small-Cap Value Fund
4/1/2012 - 3/31/2013		$10.58		$0.22			$1.52			$1.74			($0.17	)		$—			($0.17	)		$12.15		16.72	%		$125,647	1.00%	0.90%	2.08%		38.47	%
4/1/2011 - 3/31/2012		10.60		0.16			(0.05	)		0.11			(0.13	)		—			(0.13	)		10.58		1.19	%		86,152	1.02%	0.90%	1.59%		20.85	%
4/1/2010 - 3/31/2011		8.57		0.16			1.98			2.14			(0.11	)		—			(0.11	)		10.60		25.11	%		76,247	1.13%	0.97%	1.71%		31.06	%
4/1/2009 - 3/31/2010		5.49		0.13			3.06			3.19			(0.11	)		—			(0.11	)		8.57		58.28	%		38,173	1.58%	1.30%	1.82%		31.57	%
4/1/2008 - 3/31/2009		8.80		0.16			(3.34	)		(3.18	)		(0.13	)		—			(0.13	)		5.49		(36.39	%)		27,018	1.73%	1.34%	2.21%		47.41	%
PL Real Estate Fund
4/1/2012 - 3/31/2013		$12.59		$0.17			$1.08			$1.25			($0.17	)		$—			($0.17	)		$13.67		9.98	%		$60,138	1.16%	1.05%	1.35%		23.31	%
4/1/2011 - 3/31/2012		11.46		0.13			1.08			1.21			(0.08	)		—			(0.08	)		12.59		10.62	%		52,679	1.18%	1.05%	1.13%		23.69	%
4/1/2010 - 3/31/2011		9.24		0.08			2.23			2.31			(0.09	)		—			(0.09	)		11.46		25.16	%		41,860	1.34%	1.14%	0.77%		32.30	%
4/1/2009 - 3/31/2010		4.60		0.12			4.64			4.76			(0.12	)		—			(0.12	)		9.24		104.32	%		36,352	1.76%	1.45%	1.68%		26.55	%
4/1/2008 - 3/31/2009		11.25		0.15			(6.65	)		(6.50	)		(0.15	)(8)		—			(0.15	)		4.60		(58.24	%)		20,775	1.89%	1.51%	1.79%		42.37	%
PL Emerging Markets Fund
4/1/2012 - 3/31/2013		$13.55		$0.08			$0.68			$0.76			($0.09	)		$—			($0.09	)		$14.22		5.60	%		$110,810	1.36%	0.95%	0.62%		40.46	%
4/1/2011 - 3/31/2012		14.68		0.14			(0.95	)		(0.81	)		(0.07	)		(0.25	)		(0.32	)		13.55		(5.15	%)		85,483	1.49%	0.95%	1.09%		29.84	%
4/1/2010 - 3/31/2011		12.19		0.11			2.64			2.75			(0.26	)		—			(0.26	)		14.68		22.53	%		64,270	1.56%	1.04%	0.80%		45.98	%
4/1/2009 - 3/31/2010		6.54		0.06			5.66			5.72			(0.07	)		—			(0.07	)		12.19		87.45	%		47,714	2.15%	1.35%	0.57%		55.24	%
4/1/2008 - 3/31/2009		13.58		0.11			(5.39	)		(5.28	)		(0.07	)		(1.69	)		(1.76	)		6.54		(42.31	%)		30,820	2.34%	1.42%	1.18%		61.50	%
PL International Large-Cap Fund
4/1/2012 - 3/31/2013		$15.12		$0.23			$1.40			$1.63			($0.27	)		$—			($0.27	)		$16.48		10.88	%		$198,963	1.13%	1.00%	1.55%		27.63	%
4/1/2011 - 3/31/2012		15.37		0.22			(0.30	)		(0.08	)		(0.17	)		—			(0.17	)		15.12		(0.32	%)		203,944	1.17%	1.00%	1.52%		23.96	%
4/1/2010 - 3/31/2011		13.83		0.16			1.52			1.68			(0.14	)		—			(0.14	)		15.37		12.36	%		138,033	1.30%	1.09%	1.16%		33.73	%
4/1/2009 - 3/31/2010		9.17		0.16			4.64			4.80			(0.14	)		—			(0.14	)		13.83		52.64	%		108,002	1.72%	1.40%	1.26%		24.61	%
4/1/2008 - 3/31/2009		15.55		0.17			(6.37	)		(6.20	)		(0.06	)		(0.12	)		(0.18	)		9.17		(40.24	%)		65,124	1.82%	1.46%	1.39%		25.95	%
PL International Value Fund
4/1/2012 - 3/31/2013		$8.62		$0.20			$0.51			$0.71			($0.23	)		$—			($0.23	)		$9.10		8.26	%		$146,550	0.94%	0.80%	2.30%		65.56	%
4/1/2011 - 3/31/2012		9.51		0.26			(0.89	)		(0.63	)		(0.26	)		—			(0.26	)		8.62		(6.20	%)		111,119	1.02%	0.80%	3.06%		63.04	%
4/1/2010 - 3/31/2011		9.19		0.18			0.35			0.53			(0.21	)		—			(0.21	)		9.51		5.99	%		90,242	1.14%	0.90%	2.01%		149.95	%
4/1/2009 - 3/31/2010		6.14		0.19			3.00			3.19			(0.14	)		—			(0.14	)		9.19		52.10	%		86,284	1.56%	1.20%	2.28%		59.92	%
4/1/2008 - 3/31/2009		12.82		0.26			(6.72	)		(6.46	)		(0.22	)		(0.00	)(7)		(0.22	)		6.14		(50.74	%)		78,604	1.58%	1.27%	2.82%		31.43	%
PL Currency Strategies Fund (1)
12/7/2012 - 3/31/2013		$10.00		($0.02	)		$0.34			$0.32			$—			$—			$—			$10.32		3.20	%		$118,643	0.94%	0.85%	(0.69%)		49.21	%
PL Global Absolute Return Fund (1)
12/7/2012 - 3/31/2013		$10.00		$0.07			$0.13			$0.20			($0.01	)		$—			($0.01	)		$10.19		1.96	%		$171,925	1.20%	1.06%	2.25%		37.92	%
PL Precious Metals Fund (1)
12/7/2012 - 3/31/2013		$10.00		$0.01			($1.79	)		($1.78	)		($0.00	)(7)		$—			($0.00	)(7)		$8.22		(17.79	%)		$65,951	1.12%	0.88%	0.31%		3.43	%
PL Alternative Strategies Fund (1)
Class A:
12/31/2012 - 3/31/2013		$10.00		($0.01	)		($0.05	)		($0.06	)		$—			$—			$—			$9.94		(0.60	%)		$10	950.88%	0.85%	(0.50%)		14.84	%
Class C:
12/31/2012 - 3/31/2013		$10.00		($0.03	)		($0.05	)		($0.08	)		$—			$—			$—			$9.92		(0.80	%)		$10	951.64%	1.60%	(1.26%)		14.84	%
Advisor Class:
12/31/2012 - 3/31/2013		$10.00		($0.01	)		($0.05	)		($0.06	)		$—			$—			$—			$9.94		(0.60	%)		$10	950.64%	0.60%	(0.26%)		14.84	%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page C-19

C-18

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (1) (Continued)

(1) All the funds covered in this report, except PL Alternative Strategies Fund, 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. The PL Emerging Markets Debt Fund commenced operations on June 29, 2012. The PL Currency Strategies, PL Global Absolute Return and PL Precious Metals Funds commenced operations on December 7, 2012. The PL Alternative Strategies Fund commenced operations on December 31, 2012.

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

(3) The total returns include reinvestment of all dividends and capital gain 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.

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

(5) 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.

(6) Prior to July 1, 2008, the PL Mid-Cap Equity Fund was named PL Mid-Cap Value Fund.

(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

C-19

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS

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 March 31, 2013, the Trust was comprised of thirty-three separate funds, twenty-two 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 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”); and the PL Alternative Strategies Fund.

The PL Underlying Funds offer Class P shares only, which are sold at Net Asset Value (“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”), PL Alternative Strategies Fund, the Adviser and certain of its affiliates can invest in the PL Underlying Funds.

The PL Alternative Strategies Fund commenced operations on December 31, 2012. The PL Alternative Strategies Fund invests in certain PL Underlying Funds and Class P shares of the PL Floating Rate Income Fund. Although the Fund is effective, it is not currently offering shares to investors and is not available for sale at this time. Presently, only the Adviser and certain of its affiliates can invest in the PL Alternative Strategies Fund. The PL Alternative Strategies Fund offers Class A, Class C and Advisor shares. Each class is distinguished by its applicable sales charges and distribution and/or service fees and in general: (i) Class A shares are subject to a maximum 5.50% front-end sales charge; (ii) Class C shares are subject to a maximum 1.00% Contingent Deferred Sales Charge (“CDSC”); and (iii) Advisor Class shares are sold at NAV without a sales charge or CDSC. 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, which may be waived in certain circumstances.

The annual report for the Portfolio Optimization Funds and the PL Floating Rate Income Fund is not included in this report; there is a separate 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 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 F-23.

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.

Effective April 1, 2012, the Trust implemented Accounting Standards Update (“ASU”) No. 2011-03 issued by the Financial Accounting Standards Board (“FASB”) related to accounting for repurchase agreements and sale-buyback transactions that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. This ASU modified the criteria for determining effective control of transferred assets and as a result certain agreements previously accounted for as “purchases and sales” are now required to be accounted for as “secured borrowings”. This ASU had an impact on the interest income and interest expense, and caused the portfolio turnover rate to decrease significantly for certain Funds (see Note 4 on Sale-Buybacks under “Borrowings and Other Financing Transactions”).

The Trust also implemented the additional disclosure requirements under the ASU No. 2011-04 issued by FASB which requires additional disclosures for fair value measurements categorized within Level 3 of the three-tier hierarchy defined under the Accounting Standards Codification No. 820, Fair Value Measurements and Disclosure, as well as additional disclosure for all transfers in and out of Level 1 and Level 2 (see Note 3D and Notes to Schedules of Investments).

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.

D-1

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

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, 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

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. For the PL Alternative Strategies Fund, 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.

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.

F. RECENT ACCOUNTING PRONOUNCEMENT

In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) that requires disclosures to make financial statements that are prepared under U.S. GAAP more comparable to those prepared under International Financial Reporting Standards. The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of assets and liabilities such as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, this ASU requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. This ASU is effective for interim and annual reporting periods beginning on or after January 1, 2013. Management is currently evaluating the impact, if any, that the implementation of this ASU will have on the Trust’s financial statement disclosures.

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 alternate valuation methodologies approved by the Board, 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 (the value of the securities and other investments a Fund holds), 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 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 or the NAV determined earlier that 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 weekends or 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.

D-2

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

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:

PL Alternative Strategies Fund

The investments of the PL Alternative Strategies Fund consist of Class P shares of the PL Floating Rate Income Fund and certain PL Underlying Funds, which are valued at their respective NAVs.

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

Foreign equity investments are normally priced based on data reflecting the closing of the principal markets or market participants for those investments, which may be earlier than the NYSE close. The Trust then may adjust for market events occurring between the close of certain 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 the appropriate adjustments for market events. Quotations of foreign investments in foreign currencies 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 normally priced at the settlement price determined by the relevant exchange. Exchange traded futures, options and swaps for which no settlement prices 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-dealer.

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 determined 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 by approved pricing and quotation services using the mean between the most recent bid and ask prices 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 processes 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 value of such investments may be determined in accordance with Board approved formulas and methodologies (“Alternate Valuation Methodologies”). 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, proration rates, 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 a 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-3

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

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, accounting and compliance members of the Trust’s Adviser, 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 methodologies used to value Level 2 and Level 3 investments to evaluate 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 valuing each Fund’s investments 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 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 March 31, 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. The models also take into consideration data received from active market makers and inter-dealer brokers, yield curves, and the spread over comparable U.S. Treasury issues. The spreads 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.

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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 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 or mean variation 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 swaps 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

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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 reflected as Level 2. Repurchase agreements are fully collateralized. The collateral is evaluated daily to ensure its market value equals or exceeds the current market value of the repurchase agreements including accrued interest.

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.

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 a 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 a 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.

Fund of Funds Investments

The PL Alternative Strategies Fund is a fund of funds and therefore is exposed to the same risks as the PL Underlying Funds and PL Floating Rate Income Fund in direct proportion to the allocation of assets among those funds. This annual report contains information about the risks associated with investing in the PL Underlying Funds. The risks associated with investing in the PL Floating Rate Income Fund are not included in this report. See the Where to Go for More Information section of this report on page F-23 for information on the annual report for the PL Floating Rate Income Fund. Allocations among the PL Underlying Funds and PL Floating Rate Income Fund are determined using an asset allocation process, which seeks to provide performance that has a low to moderate correlation with the performance of traditional equity and fixed income asset classes over long-term periods. The allocations of the PL Alternative Strategies Fund 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 and PL Floating Rate Income Fund may cause them to underperform other mutual funds with a similar investment objective. The PL Alternative Strategies Fund may invest a significant portion of its assets in any one or several PL Underlying Funds and PL Floating Rate Income Fund (See Note 7C).

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 General Investment Risk 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.

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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 March 31, 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 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 March 31, 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

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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, notes and 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.

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 invest in repurchase agreements. Repurchase agreements permit the investor to maintain liquidity and earn income over periods of time as short as overnight. Repurchase agreements held by a Fund are fully collateralized by U.S. Government securities, or securities issued by U.S. Government agencies, or securities that are within the three highest credit categories assigned by established rating agencies (Aaa, Aa, or A by Moody’s or AAA, AA or A by Standard & Poor’s) or, if not rated by Moody’s or Standard & Poor’s, are of equivalent investment quality as determined by the Adviser or the applicable portfolio manager. Such collateral is in the possession of the Trust’s custodian or a designated broker-dealer. The collateral is evaluated daily to ensure its market value equals or exceeds the current market value of the repurchase agreements including accrued interest. In the event of default on the obligation to repurchase, a Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation.

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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. Effective April 1, 2012 such transactions are recorded as secured borrowings; whereas, previously such transactions were recorded as purchases and sales. 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 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

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.

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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 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.

Credit Related Contingent Features – Certain Funds are parties to various agreements, including but not limited to International Swaps and Derivatives Agreements, 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, such as credit related contingent features. These provisions reduce the counterparty risk associated with relevant transactions by allowing a Fund or its counterparties to elect to terminate early and cause settlement of all outstanding transactions if a triggering event occurs under the applicable Master Agreement. These triggering 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. Thus, if a credit related contingent feature is triggered, it would allow a Fund or its counterparty to close out all transactions under the agreement and demand payment or additional collateral to cover their exposure to the other counterparty. Any election made by a counterparty to early terminate a transaction could have a material adverse impact on a Fund’s financial statements. To reduce credit and counterparty risk associated with transactions, a Fund may enter into master netting arrangements to the extent that if an event of default occurs, all amounts with the counterparty are terminated and settled on a net basis. A Fund’s overall exposure to credit risk, subject to master netting arrangements, can change substantially within a short period, as it is affected by each transaction subject to the arrangement.

B. DERIVATIVE INVESTMENTS

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.

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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 interest rate futures to manage duration. The PL Large-Cap Growth Fund entered into futures contracts to maintain full exposure to the equity markets. 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 markets, to provide daily liquidity for the Fund’s inflows and outflows, and as a part of the Fund’s investment strategy. The PL Comstock, PL Main Street Core, PL International Value, PL Large-Cap Value, PL International Large-Cap, PL Growth LT and PL Mid-Cap Equity Funds utilized futures to gain market exposure with the cash generated during PLFA’s reallocation of assets related to the Portfolio Optimization Funds and the PL Alternative Strategies Fund.

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, 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, volatility and swaps, as a means of capitalizing on anticipated changes in market volatility. Both Funds also wrote options to generate income and wrote inflation floors to hedge duration. The PL Growth LT Fund invested in option contracts for purposes of risk management and to increase returns. 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, to facilitate buying and selling securities, 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 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 to manage currency risk and to help protect the Fund’s returns against adverse currency movements. The PL Growth LT and PL Short Duration Bond Funds entered into Forward Contracts for hedging purposes to help protect the Fund’s returns against adverse currency movements. 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 and to protect the Fund returns against adverse currency movements, as a substitute for securities, and as a part of the Fund’s investment strategy. 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.

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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 upfront payments are recorded as the calculation of 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.

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 and exposure to various markets, and as a part of the Fund’s investment strategy.

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

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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.

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 March 31, 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: The PL Inflation Managed and PL Managed Bond Funds 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. Both Funds 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 for hedging purposes, 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.

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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 disagree as to the meaning of the contractual terms in the agreements, 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 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.

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 maintain exposure to 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.

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 March 31, 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 year ended March 31, 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 March 31, 2013:

	Asset Derivative Investments Value
Fund	Total Value at March 31, 2013		Credit Contracts		Equity Contracts			Foreign Currency Contracts		Interest Rate Contracts
PL Inflation Managed		$543,065		$—		$—			$218,320		$324,745	*
PL Managed Bond		3,450,077		562,840		—			1,207,571		1,679,666	*
PL Short Duration Bond		2,198		—		—			—		2,198	*
PL Emerging Markets Debt		230,288		—		—			230,288		—
PL Comstock		124,280		—		—			124,280		—
PL Growth LT		20,581		—		—			20,581		—
PL Large-Cap Growth		35,842		—		35,842	*		—		—
PL International Value		799,078		—		—			799,078		—
PL Currency Strategies		2,766,926		—		—			2,766,926		—
PL Global Absolute Return		9,085,771		5,316,577		242,701	*		3,431,008		95,485

	Liability Derivative Investments Value
Fund	Total Value at March 31, 2013			Credit Contracts			Equity Contracts		Foreign Currency Contracts			Interest Rate Contracts
PL Inflation Managed		($325,723	)		$—			$—		($139,609	)		($186,114	)*
PL Managed Bond		(1,091,241	)		(200,859	)		—		(604,903	)		(285,479	)*
PL Short Duration Bond		(21,770	)		—			—		(5,873	)		(15,897	)*
PL Emerging Markets Debt		(146,115	)		—			—		(129,580	)		(16,535	)
PL Comstock		(170,768	)		—			—		(170,768	)		—
PL Growth LT		(30,064	)		—			—		(30,064	)		—
PL International Value		(405,120	)		—			—		(405,120	)		—
PL Currency Strategies		(3,921,893	)		—			—		(3,921,893	)		—
PL Global Absolute Return		(3,049,154	)		(1,366,297	)		—		(926,759	)		(756,098	)*

* Includes cumulative appreciation (depreciation) of futures contracts and centrally cleared swaps as reported in the Notes to Schedule of Investments. Only current day’s variation margin is reported within the Statement of Assets and Liabilities.

D-14

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

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 year ended March 31, 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		$1,398,684			($40,663	)		$—			$907,374			$531,973
PL Managed Bond		7,592,384			(421,572	)		—			4,505,692			3,508,264
PL Short Duration Bond		(6,387	)		—			—			(34,682	)		28,295
PL Emerging Markets Debt		(58,594	)		—			—			(96,719	)		38,125
PL Comstock		62,214			—			—			62,214			—
PL Growth LT		68,586			—			(93,119	)		161,705			—
PL Large-Cap Growth		305,194			—			305,194			—			—
PL International Value		2,943			—			157,787			(154,844	)		—
PL Currency Strategies		6,754,910			—			—			6,754,910			—
PL Global Absolute Return		1,159,538			145,110			—			1,284,754			(270,326	)

	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		$92,391			$62,142		$—			$243,208			($212,959	)
PL Managed Bond		1,611,636			1,038,618		—			1,942,650			(1,369,632	)
PL Short Duration Bond		(16,741	)		—		—			(3,042	)		(13,699	)
PL Emerging Markets Debt		56,906			—		—			73,441			(16,535	)
PL Comstock		(46,488	)		—		—			(46,488	)		—
PL Growth LT		(56,151	)		—		(100,891	)		44,740			—
PL Large-Cap Growth		35,842			—		35,842			—			—
PL International Value		578,828			—		(4,639	)		583,467			—
PL Currency Strategies		(1,154,967	)		—		—			(1,154,967	)		—
PL Global Absolute Return		1,875,549			313,537		99,452			2,123,173			(660,613	)

D-15

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

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 manages the PL Alternative Strategies Fund. 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 (4)	0.75%
PL Comstock (2)	0.75%	PL Small-Cap Value	0.75%	PL Alternative Strategies Fund	0.20%
PL Growth LT	0.55%	PL Real Estate	0.90%
PL Large-Cap Growth (3)	0.75%	PL Emerging Markets	0.80%

(1) PLFA has contractually agreed to waive 0.10% of its advisory fees through July 31, 2013 as long as Eaton Vance Management remains manager of the Fund. There is no guarantee that PLFA will continue such waiver after that date.

(2) PLFA has contractually agreed to waive 0.015% of its advisory fees through July 31, 2013 as long as Invesco Advisers, Inc. remains manager of the Fund. There is no guarantee that PLFA will continue such waiver after that date.

(3) PLFA has contractually agreed to waive 0.025% of its advisory fees from April 1, 2012 through December 31, 2012, 0.275% from January 1, 2013 to April 30, 2013, and 0.045% from May 1, 2013 through July 31, 2013 as long as BlackRock Investment Management, LLC remains manager of the Fund. There is no guarantee that PLFA will continue such waiver after that date.

(4) PLFA has contractually agreed to waive 0.07% of its advisory fees through July 31, 2013 as long as Wells Capital Management Inc. remains the manager of the Fund. There is no guarantee that PLFA will continue such waiver 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 March 31, 2013, the following firms serve as sub-advisers for their respective Fund(s): Eaton Vance Management 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; Janus Capital Management LLC for the PL Growth LT Fund; 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; MFS Investment Management for the PL International Large-Cap 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 the PL Alternative Strategies Fund and 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 is not subject to a distribution and/or service fee. 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 C shares. The Distributor also received service fees pursuant to a Class A Service Plan (“Class A Plan”) and an Advisor Class Service Plan (“Advisor Class Plan”) which were 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 C shares.

D-16

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

The service fee was 0.25% for Class C 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 the Advisor Class shares. The distribution and service fees were accrued daily.

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 year ended March 31, 2013 are presented in the Statements of Operations. The amounts of each of these fees that remained payable as of March 31, 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 Currency Strategies Fund, PL Global Absolute Return Fund and PL Precious Metals Fund is 0.20% through July 31, 2014. The current expense cap for the Alternative Strategies Fund is 0.40% through July 31, 2016.

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 year ended March 31, 2013.

The cumulative reimbursement and fee reduction amounts, if any, as of March 31, 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
PL Floating Rate Loan		$161,181		$131,663		$138,319
PL Inflation Managed		329,563		295,942		210,150
PL Managed Bond		558,213		506,074		511,150
PL Short Duration Bond		164,455		168,516		200,776
PL Emerging Markets Debt						149,277
PL Comstock		194,706		167,205		179,416
PL Growth LT		154,975		163,768		95,666
PL Large-Cap Growth		112,128		106,391		120,927
PL Large-Cap Value		228,247		206,530		217,662
PL Main Street Core		176,595		160,866		167,926
PL Mid-Cap Equity		153,964		136,380		137,581
PL Mid-Cap Growth		116,589		83,455		95,060
PL Small-Cap Growth		73,729		59,708		63,952
PL Small-Cap Value		92,291		93,513		101,068
PL Real Estate		72,505		59,572		60,947
PL Emerging Markets		270,343		388,707		408,692
PL International Large-Cap		255,021		289,591		257,028
PL International Value		200,306		213,243		187,506
PL Currency Strategies						31,042
PL Global Absolute Return						68,978
PL Precious Metals						33,601
PL Alternative Strategies						70,089
Total		$3,314,811		$3,231,124		$3,506,813

Due to the current regulatory and accounting guidance, all expense reimbursements made by the Adviser for the period September 28, 2001 (the Pacific Life Funds’ commencement date of operations) to March 31, 2010 expired for future recoupment as of March 31, 2013. Based on the Trust’s experience, the likelihood of repayment by a Fund for the amounts presented in the table above prior to the expiration is considered remote and no liabilities for such repayments were recorded by any Fund as of March 31, 2013. The Adviser expense reimbursement is presented in the Statements of Operations. Any amounts that remained due from the Advisor as of March 31, 2013 are presented in the Statements of Assets and Liabilities.

C. INVESTMENTS IN AFFILIATED FUNDS

As of March 31, 2013, the PL Alternative Strategies Fund (aggregate of Classes A, C, and Advisor Class) owned Class P shares in the PL Floating Rate Income Fund and in certain affiliated PL Underlying Funds. A summary of transactions for the period from inception through

D-17

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

March 31, 2013 and total investments by the PL Alternative Strategies Fund in the PL Floating Rate Income Fund and in certain PL Underlying Funds as of March 31, 2013 is as follows:

Fund/Underlying Fund	Beginning Value as of April 1, 2012 (1)		Purchase Cost (2)		Distributions Received and Reinvested (3)		Sales Proceeds		Net Realized Gain (Loss) (4)			Change in Unrealized Appreciation (Depreciation)			As of March 31, 2013
															Ending Value		Shares   Balance
PL Alternative Strategies Fund
PL Floating Rate Income		$—		$4,292		$25		$350		$2			$30			$3,999		382
PL Inflation Managed		—		12,875		—		1,050		(4	)		23			11,844		1,216
PL Real Estate		—		4,291		—		350		12			145			4,098		300
PL Emerging Markets Debt		—		4,292		—		350		1			(28	)		3,915		372
PL Currency Strategies		—		21,457		—		1,750		2			(13	)		19,696		1,909
PL Global Absolute Return		—		25,749		—		2,100		21			282			23,952		2,351
PL Precious Metals		—		12,874		—		1,050		(39	)		(590	)		11,195		1,362
		$—		$85,830		$25		$7,000		($5	)		($151	)		$78,699

(1) Operations commenced on December 31, 2012.

(2) Purchased cost excludes distributions received and reinvested, if any.

(3) Distributions received include distributions from net investment income from the PL Underlying Funds and the PL Floating Rate Income Fund, if any.

(4) Net realized gain (loss) includes distributions from capital gains from the PL Underlying Funds and the PL Floating Rate Income Fund, if any.

As of March 31, 2013, Pacific Life owned 100% of the total (aggregate of Class A, C, and Advisor Class) shares outstanding of the PL Alternative Strategies Fund.

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 of Class A shares of the corresponding Portfolio Optimization Funds, PL Alternative Strategies Fund, PL Short Duration Income Fund, PL Income Fund, PL Strategic Income Fund, PL Floating Rate Income Fund, PL High Income Fund and/or PL Money Market Fund, and/or Class P shares of the corresponding PL Underlying Funds without a sales load. 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 year ended March 31, 2013, such expenses were increased by $1,896 for all applicable Funds covered in this report as a result of the market value appreciation on such accounts. As of March 31, 2013, the total amount in the DCP Liability accounts was $34,280 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.

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 March 31, 2013, no unfunded loan commitments were held by any Funds covered in this report.

D-18

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

9. PURCHASES AND SALES OF SECURITIES

The cost of purchases and proceeds from sales of investments (excluding short-term investments) for the year ended March 31, 2013, were as follows:

	U.S. Government Securities				Other Securities
Fund	Purchases		Sales		Purchases		Sales
PL Floating Rate Loan		$—		$—		$94,788,256		$100,939,729
PL Inflation Managed		262,289,047		377,478,509		21,147,419		68,987,756
PL Managed Bond		3,346,153,043		3,252,881,801		138,774,501		170,854,868
PL Short Duration Bond		67,820,199		59,555,228		122,685,987		64,834,505
PL Emerging Markets Debt		—		—		120,252,900		42,267,620
PL Comstock		—		—		94,082,426		79,219,719
PL Growth LT		—		—		40,980,154		94,773,303
PL Large-Cap Growth		—		—		167,658,744		165,801,761
PL Large-Cap Value		—		—		91,476,428		76,265,317
PL Main Street Core		—		—		118,386,325		116,598,877
PL Mid-Cap Equity		—		—		258,104,639		284,588,189
PL Mid-Cap Growth		—		—		28,316,198		37,673,757
PL Small-Cap Growth		—		—		45,751,858		37,270,684
PL Small-Cap Value		—		—		60,470,795		37,856,798
PL Real Estate		—		—		16,513,943		12,303,155
PL Emerging Markets		—		—		55,137,431		38,842,929
PL International Large-Cap		—		—		55,877,630		81,031,585
PL International Value		—		—		111,323,206		86,828,036
PL Currency Strategies		—		—		83,269,704		28,250,165
PL Global Absolute Return		1,365,886		682,943		156,533,256		48,497,278
PL Precious Metals		—		—		74,653,631		2,071,095
PL Alternative Strategies		—		—		85,855		7,000

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 such amounts 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 LT		(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

D-19

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

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. Under the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”), each Fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under the previous law. Each Fund’s first fiscal year end subject to the Modernization Act was March 31, 2012. The following table shows the expiration dates for capital loss carryover from pre-enactment taxable years and the amounts of capital loss carryover, if any, by each of the applicable Funds as of March 31, 2013:

	Pre-Enactment									Post-Enactment
	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 LT		—			(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 March 31, 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		$111,207,748		$1,832,779		($213,610	)		$1,619,169			$—			$1,619,169
PL Inflation Managed		175,237,891		8,335,743		(5,625,591	)		2,710,152			167,315			2,877,467
PL Managed Bond		689,496,599		18,515,293		(2,630,578	)		15,884,715			1,091,615			16,976,330
PL Short Duration Bond		222,281,764		2,195,879		(402,096	)		1,793,783			(19,332	)		1,774,451
PL Emerging Markets Debt		81,883,511		3,387,849		(1,182,003	)		2,205,846			35,793			2,241,639
PL Comstock		202,194,269		66,958,399		(7,399,064	)		59,559,335			(46,843	)		59,512,492
PL Growth LT		37,437,755		12,240,709		(1,038,866	)		11,201,843			(9,641	)		11,192,202
PL Large-Cap Growth		124,675,175		22,418,560		(1,111,260	)		21,307,300			35,842			21,343,142
PL Large-Cap Value		230,089,557		96,372,737		(2,815,981	)		93,556,756			—			93,556,756
PL Main Street Core		160,322,455		52,594,432		(905,701	)		51,688,731			—			51,688,731
PL Mid-Cap Equity		127,816,747		12,888,172		(2,298,265	)		10,589,907			—			10,589,907
PL Mid-Cap Growth		49,211,916		16,275,987		(4,024,650	)		12,251,337			(416	)		12,250,921
PL Small-Cap Growth		40,218,117		11,711,271		(1,125,642	)		10,585,629			—			10,585,629
PL Small-Cap Value		97,154,221		29,271,938		(1,028,168	)		28,243,770			192			28,243,962
PL Real Estate		39,971,496		21,819,085		(1,765,696	)		20,053,389			—			20,053,389
PL Emerging Markets		90,590,081		26,993,965		(6,271,053	)		20,722,912			(78,265	)		20,644,647
PL International Large-Cap		148,917,199		55,908,029		(6,795,066	)		49,112,963			(4,140	)		49,108,823
PL International Value		128,374,895		22,753,387		(4,511,299	)		18,242,088			395,403			18,637,491
PL Currency Strategies		118,636,325		303,230		(462,325	)		(159,095	)		(1,170,880	)		(1,329,975	)
PL Global Absolute Return		174,132,388		646,951		(1,945,733	)		(1,298,782	)		2,348,346			1,049,564
PL Precious Metals		78,464,963		137,032		(12,507,935	)		(12,370,903	)		126			(12,370,777	)
PL Alternative Strategies		78,897		480		(678	)		(198	)		—			(198	)

(1) Other includes net appreciation or deprecation 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 is required to analyze 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 year ended March 31, 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 year ended March 31, 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 twelve months.

D-20

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

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 gain distributions to shareholders during the years or periods ended March 31, 2013 and 2012, were as follows:

	For the Year or Period Ended March 31, 2013						For the year or period ended March 31, 2012
Funds	Ordinary Income		Long-Term Capital Gains		Total Distributions		Ordinary Income		Long-Term Capital Gains		Total Distributions
PL Floating Rate Loan		$4,747,623		$218,517		$4,966,140		$3,822,618		$—		$3,822,618
PL Inflation Managed		16,375,562		6,414,250		22,789,812		16,846,737		3,055,973		19,902,710
PL Managed Bond		23,397,454		30,054		23,427,508		11,687,819		—		11,687,819
PL Short Duration Bond		2,806,267		46,127		2,852,394		1,583,339		194,538		1,777,877
PL Emerging Markets Debt		2,240,459		—		2,240,459		—		—		—
PL Comstock		2,925,820		—		2,925,820		2,469,410		—		2,469,410
PL Growth LT		549,887		—		549,887		536,165		—		536,165
PL Large-Cap Growth		660,404		6,924,562		7,584,966		—		1,890,797		1,890,797
PL Large-Cap Value		5,290,356		—		5,290,356		4,290,204		—		4,290,204
PL Main Street Core		2,671,391		—		2,671,391		1,459,944		—		1,459,944
PL Mid-Cap Equity		821,347		—		821,347		669,458		—		669,458
PL Mid-Cap Growth		175,658		1,858,301		2,033,959		510,818		7,026,231		7,537,049
PL Small Cap Value		1,785,180		—		1,785,180		1,046,454		—		1,046,454
PL Real Estate		725,336		—		725,336		324,119		—		324,119
PL Emerging Markets		667,612		—		667,612		436,893		1,469,566		1,906,459
PL International Large-Cap		3,215,843		—		3,215,843		2,241,781		—		2,241,781
PL International Value		3,493,667		—		3,493,667		3,217,735		—		3,217,735
PL Global Absolute Return		101,328		—		101,328
PL Precious Metals		9,365		—		9,365

12. RECLASSIFICATION OF ACCOUNTS

During the year or period ended March 31, 2013, reclassifications as shown in the following table have been made in each Fund’s capital accounts to report these balances on a tax basis, excluding certain temporary differences. Additional adjustments may be required in subsequent reporting periods. These reclassifications, which have no impact on the NAV of the Funds, are primarily attributable to reclassifications of sale-buyback financing transactions, foreign currency transactions, non-deductible expenses, swap income, treatment of net operating losses and capital gains under Federal tax rules versus U.S. GAAP.

Fund	Paid-In Capital			Undistributed/ Accumulated Net Investment Income (Loss)			Undistributed/ Accumulated Net Realized Gain (Loss)
PL Inflation Managed		$—			$700,477			($700,477	)
PL Managed Bond		—			3,022,926			(3,022,926	)
PL Short Duration Bond		—			726,523			(726,523	)
PL Emerging Markets Debt		—			56,105			(56,105	)
PL Comstock		—			190,990			(190,990	)
PL Growth LT		—			163,831			(163,831	)
PL Large-Cap Value		—			(860	)		860
PL Main Street Core		—			14,000			(14,000	)
PL Mid-Cap Growth		—			(6,730	)		6,730
PL Small-Cap Growth		(467	)		4,456			(3,989	)
PL Small-Cap Value		—			(95,851	)		95,851
PL Emerging Markets		—			(65,159	)		65,159
PL International Large-Cap		—			(41,234	)		41,234
PL International Value		—			(197,171	)		197,171
PL Currency Strategies		—			5,245,339			(5,245,339	)
PL Global Absolute Return		60,234			699,875			(760,109	)
PL Precious Metals		(3,476	)		(943	)		4,419
PL Alternative Strategies		(7	)		49			(42	)

D-21

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

13. 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 years or periods ended March 31, 2013 and 2012 were as follows:

	PL Floating Rate Loan Fund						PL Inflation Managed Fund						PL Managed Bond Fund						PL Short Duration Bond Fund
	Year ended 3/31/2013			Year ended 3/31/2012			Year ended 3/31/2013			Year ended 3/31/2012			Year ended 3/31/2013			Year ended 3/31/2012			Year ended 3/31/2013			Year ended 3/31/2012
Class P
Shares sold		1,909,740			2,778,851			4,964,939			5,832,301			11,521,367			11,330,537			9,482,046			4,052,837
Dividends and distributions reinvested		495,128			391,261			2,330,247			1,868,799			2,123,981			1,103,666			282,695			178,681
Shares repurchased		(2,740,083	)		(570,742	)		(17,101,423	)		(2,797,468	)		(7,517,935	)		(2,937,545	)		(3,099,568	)		(872,644	)
Net increase (decrease)		(335,215	)		2,599,370			(9,806,237	)		4,903,632			6,127,413			9,496,658			6,665,173			3,358,874
Beginning shares outstanding		11,099,697			8,500,327			26,682,305			21,778,673			44,758,849			35,262,191			15,429,941			12,071,067
Ending 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
	PL Emerging Markets Debt Fund (1)						PL Comstock Fund						PL Growth LT Fund						PL Large-Cap Growth Fund
	Period ended 3/31/2013			Year ended 3/31/2012			Year ended 3/31/2013			Year ended 3/31/2012			Year ended 3/31/2013			Year ended 3/31/2012			Year ended 3/31/2013			Year ended 3/31/2012
Class P
Shares sold		8,969,861						5,045,692			3,553,403			1,122,315			1,423,438			2,436,595			2,164,349
Dividends and distributions reinvested		210,175						227,690			225,311			42,429			47,701			801,793			220,116
Shares repurchased		(1,024,070	)					(3,729,655	)		(880,653	)		(5,932,271	)		(2,515,096	)		(2,098,207	)		(573,437	)
Net increase (decrease)		8,155,966						1,543,727			2,898,061			(4,767,527	)		(1,043,957	)		1,140,181			1,811,028
Beginning shares outstanding		—						16,625,565			13,727,504			8,258,220			9,302,177			12,546,730			10,735,702
Ending shares outstanding		8,155,966						18,169,292			16,625,565			3,490,693			8,258,220			13,686,911			12,546,730
	PL Large-Cap Value Fund						PL Main Street Core Fund						PL Mid-Cap Equity Fund						PL Mid-Cap Growth Fund
	Year ended 3/31/2013			Year ended 3/31/2012			Year ended 3/31/2013			Year ended 3/31/2012			Year ended 3/31/2013			Year ended 3/31/2012			Year ended 3/31/2013			Year ended 3/31/2012
Class P
Shares sold		6,250,172			3,684,819			3,359,407			2,375,126			2,081,452			3,794,349			2,446,638			1,280,313
Dividends and distributions reinvested		420,537			390,728			238,944			150,046			83,386			72,609			261,099			994,334
Shares repurchased		(4,820,154	)		(2,423,173	)		(3,364,647	)		(929,081	)		(5,630,087	)		(806,734	)		(3,829,537	)		(250,642	)
Net increase (decrease)		1,850,555			1,652,374			233,704			1,596,091			(3,465,249	)		3,060,224			(1,121,800	)		2,024,005
Beginning shares outstanding		21,364,475			19,712,101			17,182,131			15,586,040			16,044,803			12,984,579			8,294,116			6,270,111
Ending 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
	PL Small-Cap Growth Fund						PL Small-Cap Value Fund						PL Real Estate Fund						PL Emerging Markets Fund
	Year ended 3/31/2013			Year ended 3/31/2012			Year ended 3/31/2013			Year ended 3/31/2012			Year ended 3/31/2013			Year ended 3/31/2012			Year ended 3/31/2013			Year ended 3/31/2012
Class P
Shares sold		1,049,923			603,780			2,341,212			1,315,442			331,977			1,025,141			1,754,612			2,024,174
Dividends and distributions reinvested		—			—			166,996			106,890			56,140			28,862			47,585			162,945
Shares repurchased		(286,381	)		(257,367	)		(311,597	)		(468,973	)		(173,345	)		(523,132	)		(318,740	)		(257,654	)
Net increase		763,542			346,413			2,196,611			953,359			214,772			530,871			1,483,457			1,929,465
Beginning shares outstanding		3,065,762			2,719,349			8,143,437			7,190,078			4,183,542			3,652,671			6,308,071			4,378,606
Ending 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
	PL International Large-Cap Fund						PL International Value Fund						PL Currency Strategies Fund (2)						PL Global Absolute Return Fund (2)
	Year ended 3/31/2013			Year ended 3/31/2012			Year ended 3/31/2013			Year ended 3/31/2012			Period ended 3/31/2013			Year ended 3/31/2012			Period ended 3/31/2013			Year ended 3/31/2012
Class P
Shares sold		1,581,107			5,074,872			5,850,166			3,744,103			11,530,536						16,924,946
Dividends and distributions reinvested		202,254			172,048			393,875			424,503			—						10,153
Shares repurchased		(3,195,516	)		(739,664	)		(3,035,641	)		(768,129	)		(35,716	)					(55,181	)
Net increase (decrease)		(1,412,155	)		4,507,256			3,208,400			3,400,477			11,494,820						16,879,918
Beginning shares outstanding		13,486,118			8,978,862			12,892,042			9,491,565			—						—
Ending shares outstanding		12,073,963			13,486,118			16,100,442			12,892,042			11,494,820						16,879,918

(1) The PL Emerging Markets Debt Fund commenced operations on June 29, 2012.

(2) The PL Currency Strategies and PL Global Absolute Return Funds commenced operations on December 7, 2012.

D-22

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

	PL Precious Metals Fund (1)
	Period ended 3/31/2013
Class P
Shares sold		8,049,164
Dividends and distributions reinvested		955
Shares repurchased		(26,531	)
Net increase		8,023,588
Beginning shares outstanding		—
Ending shares outstanding		8,023,588
	PL Alternative Strategies Fund (2)
	Period ended 3/31/2013
Class A
Shares sold		1,000
Dividends and distribution reinvested		—
Shares repurchased		—
Net increase		1,000
Beginning shares outstanding		—
Ending shares outstanding		1,000
Class C
Shares sold		1,000
Dividends and distribution reinvested		—
Shares repurchased		—
Net increase		1,000
Beginning shares outstanding		—
Ending shares outstanding		1,000
Advisor Class
Shares sold		1,000
Dividends and distribution reinvested		—
Shares repurchased		—
Net increase		1,000
Beginning shares outstanding		—
Ending shares outstanding		1,000

(1) The PL Precious Metals Fund commenced operations on December 7, 2012.

(2) The PL Alternative Strategies Fund commenced operations on December 31, 2012.

D-23

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

14. OTHER TAX INFORMATION (Unaudited)

For corporate shareholders, the percentage of investment income (dividend income and short-term gains, if any) for each of the Funds that qualify for the dividends-received deductions for the year ended March 31, 2013 is as follows:

Fund	Percentage
PL Managed Bond		1.10%
PL Comstock		100.00%
PL Growth LT		100.00%
PL Large-Cap Growth		100.00%
PL Large-Cap Value		100.00%
PL Main Street Core		100.00%
PL Mid-Cap Equity		100.00%
PL Mid-Cap Growth		100.00%
PL Small-Cap Value		100.00%
PL Real Estate		6.40%
PL Emerging Markets		0.19%
PL Precious Metals		15.56%

For the year or period ended March 31, 2013, certain dividends paid by the Funds may be subject to a maximum tax rate of 15%, as provided by the Jobs and Growth Tax Relief Reconciliation Act of 2003. Of the distributions made by the following Funds, the corresponding percentages represent the amount of each distribution which may qualify for the 15% dividend income tax rate.

Fund	Percentage
PL Inflation Managed		0.01%
PL Managed Bond		1.10%
PL Comstock		100.00%
PL Growth LT		100.00%
PL Large-Cap Growth		100.00%
PL Large-Cap Value		100.00%
PL Main Street Core		100.00%
PL Mid-Cap Equity		100.00%
PL Mid-Cap Growth		100.00%
PL Small-Cap Value		100.00%
PL Real Estate		10.82%
PL Emerging Markets		98.29%
PL International Large-Cap		100.00%
PL International Value		99.01%
PL Global Absolute Return		0.19%
PL Precious Metals		100.00%

Shareholders should not use the above tax information to prepare their tax returns. The information will be included with your Form 1099 DIV which will be sent to you separately in January 2014.

The following Funds designated the listed amounts as long-term capital gain dividends during the year ended March 31, 2013. Distributable long-term gains are based on net realized long-term gains determined on a tax basis and may differ from such amounts for financial reporting purposes.

Fund	Amount
PL Floating Rate Loan		$633,700
PL Inflation Managed		7,480,482
PL Managed Bond		365,270
PL Large-Cap Growth		22,133,765
PL Mid-Cap Equity		8,498,830
PL Mid-Cap Growth		1,858,301
PL Emerging Markets		716,973

D-24

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Trustees and Shareholders of Pacific Life Funds

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of 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 LT 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, 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, PL Precious Metals Fund, and PL Alternative Strategies Fund (collectively the “Funds”) (twenty-two of thirty-three funds comprising Pacific Life Funds) as of March 31, 2013, the related statements of operations for the year then ended (as to the PL Emerging Markets Debt Fund, PL Currency Strategies Fund, PL Global Absolute Return Fund, PL Precious Metals Fund, and PL Alternative Strategies Fund, for the period from commencement of operations through March 31, 2013), the statements of changes in net assets for each of the two years in the period then ended (as to the PL Emerging Markets Debt Fund, PL Currency Strategies Fund, PL Global Absolute Return Fund, PL Precious Metals Fund, and PL Alternative Strategies Fund, for the period from commencement of operations through March 31, 2013), the statement of cash flows for the year then ended for the PL Inflation Managed Fund, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of investments owned as of March 31, 2013, by correspondence with the custodian, agent banks, transfer agent, and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the respective Funds as of March 31, 2013, and the results of their operations, the changes in their net assets, the cash flows for the PL Inflation Managed Fund, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

Philadelphia, Pennsylvania

May 28, 2013

E-1

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 (applicable to the PL Alternative Strategies Fund only); and (2) 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 October 1, 2012 to March 31, 2013.

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 03/31/13” 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 10/01/12-03/31/13” 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 October 1, 2012 to March 31, 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 10/01/12-03/31/13.”

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 10/01/12		Ending Account Value at 03/31/13		Annualized Expense Ratio		Expenses Paid During the Period 10/01/12 - 03/31/13 (1)
PL Floating Rate Loan Fund
Actual Fund Return
Class P		$1,000.00		$1,034.30		0.80%		$4.06
Hypothetical
Class P		$1,000.00		$1,020.94		0.80%		$4.03
PL Inflation Managed Fund
Actual Fund Return
Class P		$1,000.00		$1,006.40		0.60%		$3.00
Hypothetical
Class P		$1,000.00		$1,021.94		0.60%		$3.02
PL Managed Bond Fund
Actual Fund Return
Class P		$1,000.00		$1,015.20		0.57%		$2.86
Hypothetical
Class P		$1,000.00		$1,022.09		0.57%		$2.87
PL Short Duration Bond Fund
Actual Fund Return
Class P		$1,000.00		$1,003.70		0.55%		$2.75
Hypothetical
Class P		$1,000.00		$1,022.19		0.55%		$2.77
PL Emerging Markets Debt Fund
Actual Fund Return
Class P		$1,000.00		$1,021.20		0.94%		$4.74
Hypothetical
Class P		$1,000.00		$1,020.24		0.94%		$4.73
PL Comstock Fund
Actual Fund Return
Class P		$1,000.00		$1,141.20		0.89%		$4.75
Hypothetical
Class P		$1,000.00		$1,020.49		0.89%		$4.48
PL Growth LT Fund
Actual Fund Return
Class P		$1,000.00		$1,072.00		0.70%		$3.62
Hypothetical
Class P		$1,000.00		$1,021.44		0.70%		$3.53
PL Large-Cap Growth Fund
Actual Fund Return
Class P		$1,000.00		$1,077.70		0.75%		$3.89
Hypothetical
Class P		$1,000.00		$1,021.19		0.75%		$3.78
PL Large-Cap Value Fund
Actual Fund Return
Class P		$1,000.00		$1,112.90		0.80%		$4.21
Hypothetical
Class P		$1,000.00		$1,020.94		0.80%		$4.03

See explanation of references on page F-2

F-1

PACIFIC LIFE FUNDS

DISCLOSURE OF FUND EXPENSES (Continued)

(Unaudited)

	Beginning Account Value at 10/01/12		Ending Account Value at 03/31/13		Annualized Expense Ratio		Expenses Paid During the Period 10/01/12 - 03/31/13 (1)
PL Main Street Core Fund
Actual Fund Return
Class P		$1,000.00		$1,079.20		0.60%		$3.11
Hypothetical
Class P		$1,000.00		$1,021.94		0.60%		$3.02
PL Mid-Cap Equity Fund
Actual Fund Return
Class P		$1,000.00		$1,130.10		0.80%		$4.25
Hypothetical
Class P		$1,000.00		$1,020.94		0.80%		$4.03
PL Mid-Cap Growth Fund
Actual Fund Return
Class P		$1,000.00		$1,105.80		0.85%		$4.46
Hypothetical
Class P		$1,000.00		$1,020.69		0.85%		$4.28
PL Small-Cap Growth Fund
Actual Fund Return
Class P		$1,000.00		$1,128.20		0.75%		$3.98
Hypothetical
Class P		$1,000.00		$1,021.19		0.75%		$3.78
PL Small-Cap Value Fund
Actual Fund Return
Class P		$1,000.00		$1,159.50		0.90%		$4.85
Hypothetical
Class P		$1,000.00		$1,020.44		0.90%		$4.53
PL Real Estate Fund
Actual Fund Return
Class P		$1,000.00		$1,075.00		1.05%		$5.43
Hypothetical
Class P		$1,000.00		$1,019.70		1.05%		$5.29
PL Emerging Markets Fund
Actual Fund Return
Class P		$1,000.00		$1,049.00		0.95%		$4.85
Hypothetical
Class P		$1,000.00		$1,020.19		0.95%		$4.78
PL International Large-Cap Fund
Actual Fund Return
Class P		$1,000.00		$1,118.40		1.00%		$5.28
Hypothetical
Class P		$1,000.00		$1,019.95		1.00%		$5.04
PL International Value Fund
Actual Fund Return
Class P		$1,000.00		$1,110.90		0.80%		$4.21
Hypothetical
Class P		$1,000.00		$1,020.94		0.80%		$4.03

	Beginning Account Value at 10/01/12		Ending Account Value at 03/31/13		Annualized Expense Ratio		Expenses Paid During the Period 10/01/12 - 03/31/13 (1)
PL Currency Strategies Fund (2)
Actual Fund Return
Class P (2)		$1,000.00		$1,032.00		0.85%		$2.65
Hypothetical
Class P (2)		$1,000.00		$1,020.69		0.85%		$4.28
PL Global Absolute Return Fund (2)
Actual Fund Return
Class P (2)		$1,000.00		$1,019.60		1.06%		$3.28
Hypothetical
Class P (2)		$1,000.00		$1,019.65		1.06%		$5.34
PL Precious Metals Fund (2)
Actual Fund Return
Class P (2)		$1,000.00		$822.10		0.88%		$2.46
Hypothetical
Class P (2)		$1,000.00		$1,020.54		0.88%		$4.43
PL Alternative Strategies Fund (3) (4)
Actual Fund Return
Class A (3)		$1,000.00		$994.00		0.85%		$2.11
Class C (3)		1,000.00		992.00		1.60%		3.97
Advisor Class (3)		1,000.00		994.00		0.60%		1.49
Hypothetical
Class A (3)		$1,000.00		$1,020.69		0.85%		$4.28
Class C (3)		1,000.00		1,016.95		1.60%		8.05
Advisor Class (3)		1,000.00		1,021.94		0.60%		3.02

(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) This Fund commenced operations on December 7, 2012. The actual fund return and expenses paid during the period for this fund was for the period December 7, 2012 to March 31, 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.

(3) This Fund commenced operations on December 31, 2012. The actual fund return and expenses paid during the period for this fund was for the period December 31, 2012 to March 31, 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.

(4) The annualized expense ratios for the PL Alternative Strategies Fund do not include fees and expenses of the PL Underlying Funds and Class P shares of the PL Floating Rate Income Fund (see Note 1 in Notes to Financial Statements) in which the PL Alternative Strategies Fund invests.

F-2

PACIFIC LIFE FUNDS

TRUSTEES AND OFFICERS INFORMATION

(Unaudited)

The business and affairs of the Pacific Life Funds (the “Trust”) are managed under the direction of the Board of Trustees under the Pacific Life Funds’ Declaration of Trust. Information pertaining to the trustees and officers of the Trust is set forth below. Trustees who are not deemed to be “interested persons” of the Trust, as defined in the 1940 Act, are referred to as “Independent Trustees.” Certain trustees and officers are deemed to be “interested persons” of the Trust and thus are referred to as “Interested Persons”, because of their positions with Pacific Life Insurance Company (“Pacific Life”) and Pacific Life Fund Advisors LLC, a wholly-owned subsidiary of Pacific Life. The Trust’s Statement of Additional Information includes additional information about the trustees. For information on availability of the Trust’s Statement of Additional Information, refer to the WHERE TO GO FOR MORE INFORMATION section of this report.

The address of each trustee and officer is c/o Pacific Life Funds, 700 Newport Center Drive, Newport Beach, CA 92660.

Name and Age	Position(s) with the Fund and Length of Time Served*	Current Directorship(s) Held and Principal Occupation(s) (and certain additional occupation information) During Past 5 years	Number of Portfolios in Fund Complex Overseen**
INDEPENDENT TRUSTEES
Frederick L. Blackmon Year of birth 1952	Trustee since 9/13/05	Trustee (1/05 to present) of Pacific Select Fund; Director (2005 to present) of Trustmark Mutual Holding Company; Former Executive Vice President and Chief Financial Officer (1995 to 2003) of Zurich Life and has been retired since that time; Former Executive Vice President and Chief Financial Officer (1989 to 1995) of Alexander Hamilton Life Insurance Company (subsidiary of Household International); Member of Board of Trustees (2010 to present) of Cranbrook Educational Community; Former Member of Board of Governors (1994 to 1999) of Cranbrook Schools; and Former Member of Board of Regents (1993 to 1996) Eastern Michigan University.	87
Gale K. Caruso Year of birth 1957	Trustee since 1/01/06	Trustee (1/06 to present) of Pacific Select Fund; Former Member of the Board of Directors (2005 to 2009) of LandAmerica Financial Group, Inc.; Former President and Chief Executive Officer (1999 to 2003) of Zurich Life; Former Chairman, President and Chief Executive Officer of Scudder Canada Investor Services, Ltd. and Managing Director of Scudder Kemper Investments; Former Member of the Advisory Council of the Trust for Public Land in Maine; Former Member of the Board of Directors of Make-A-Wish of Maine; and Former Member of the Board of Directors of the Illinois Life Insurance Council.	87
Lucie H. Moore Year of birth 1956	Trustee since 6/13/01	Trustee (10/98 to present) of Pacific Select Fund; Former Partner (1984 to 1994) with Gibson, Dunn & Crutcher (Law); Former Member of the Board of Trustees (2007 to 2011) of Sage Hill School; Former Member (2000 to 2009) and Former Vice Chairman (2001 to 2007) of the Board of Trustees of The Pegasus School; Former Member of the Board of Directors (2005 to 2010) of HomeWord; and Former Member of the Advisory Board (1993 to 2004) of Court Appointed Special Advocates (CASA) of Orange County.	87
Nooruddin (Rudy) S. Veerjee Year of birth 1958	Trustee since 9/13/05	Trustee (1/05 to present) of Pacific Select Fund; Former President (1997 to 2000) of Transamerica Insurance and Investment Group and has been retired since that time; Former President (1994 to 1997) of Transamerica Asset Management; Former Chairman and Chief Executive Officer (1995 to 2000) of Transamerica Premier Funds (Mutual Fund); and Former Director (1994 to 2000) of various Transamerica Life Companies.	87
G. Thomas Willis Year of birth 1942	Trustee since 2/24/04	Trustee (11/03 to present) of Pacific Select Fund; Certified Public Accountant in California (1967 to present); Former Audit Partner (1976 to 2002) of PricewaterhouseCoopers LLP (Accounting and Auditing) and has been retired since that time.	87

F-3

PACIFIC LIFE FUNDS

TRUSTEES AND OFFICERS INFORMATION (Continued)

(Unaudited)

Name and Age	Position(s) with the Fund and Length of Time Served*	Current Directorship(s) Held and Principal Occupation(s) (and certain additional occupation information) During Past 5 years	Number of Portfolios in Fund Complex Overseen**
INTERESTED PERSONS
James T. Morris Year of birth 1960	Chairman of the Board and Trustee since 1/11/07, (Chief Executive Officer 1/11/07 to 12/31/09)	Director (4/07 to present), Chairman (5/08 to present), Chief Executive Officer (4/07 to present) and President (4/07 to 3/12) of Pacific Mutual Holding Company and Pacific LifeCorp; Director (4/07 to present), Chairman (5/08 to present), Chief Executive Officer (4/07 to present) and President (4/07 to 3/12) of Pacific Life; Chief Executive Officer (5/07 to present) and President (5/07 to 3/12) of Pacific Life Fund Advisors LLC; Chairman of the Board and Trustee (1/07 to present) and Chief Executive Officer (1/07 to 12/09) of Pacific Select Fund.	87
Mary Ann Brown Year of birth 1951	Chief Executive Officer since 1/01/10, (President 1/11/07 to 12/31/09)	Executive Vice President (4/10 to present) and Senior Vice President (5/06 to 3/10) of Pacific LifeCorp; Executive Vice President (4/10 to present) and Senior Vice President (3/05 to 3/10) of Pacific Life; Executive Vice President (4/10 to present) and Senior Vice President (5/07 to 3/10) of Pacific Life Fund Advisors LLC; and Chief Executive Officer (1/10 to present) and President (1/07 to 12/09) of Pacific Select Fund.	87
Robin S. Yonis Year of birth 1954	Vice President and General Counsel since 6/13/01	Vice President, Fund Advisor General Counsel, and Assistant Secretary (5/07 to present) of Pacific Life Fund Advisors LLC; and Vice President and General Counsel (4/05 to present) of Pacific Select Fund.	87
Brian D. Klemens Year of birth 1956	Vice President and Treasurer since 6/13/01	Vice President and Controller (10/07 to present) of Pacific Mutual Holding Company and Pacific LifeCorp; Vice President and Controller (10/07 to present) of Pacific Life; Vice President and Controller (10/07 to present) of Pacific Life Fund Advisors LLC; Vice President (5/00 to present) and Controller (10/07 to present) of Pacific Select Distributors, Inc.; and Vice President and Treasurer (4/96 to present) of Pacific Select Fund.	87
Sharon E. Pacheco Year of birth 1957	Vice President and Chief Compliance Officer since 6/04/04	Vice President and Chief Compliance Officer (11/03 to present) of Pacific Mutual Holding Company and Pacific LifeCorp; Vice President (2/00 to present) and Chief Compliance Officer (1/03 to present) of Pacific Life; Vice President and Chief Compliance Officer (5/07 to present) of Pacific Life Fund Advisors LLC; and Vice President and Chief Compliance Officer (6/04 to present) of Pacific Select Fund.	87
Eddie Tung Year of birth 1957	Vice President and Assistant Treasurer since 11/14/05	Assistant Vice President (4/03 to present) of Pacific Life; Assistant Vice President (5/07 to present) of Pacific Life Fund Advisors LLC; and Assistant Vice President and Assistant Treasurer (11/05 to present) of Pacific Select Fund.	87
Howard T. Hirakawa Year of birth 1962	Vice President since 6/20/06	Vice President (5/07 to present) of Pacific Life Fund Advisors LLC; and Vice President (6/06 to present) of Pacific Select Fund.	87
Jane M. Guon Year of birth 1964	Vice President and Secretary since 1/01/11	Vice President and Secretary (1/11 to present), Assistant Vice President (4/06 to 12/10) and Assistant Secretary (6/98 to 12/10) of Pacific Mutual Holding Company and Pacific LifeCorp; Director, Vice President, and Secretary (1/11 to present), Assistant Vice President (4/06 to 12/10) and Assistant Secretary (2/95 to 12/10) of Pacific Life; Vice President and Secretary (1/11 to present) and Assistant Vice President and Assistant Secretary (05/07 to 12/10) of Pacific Life Fund Advisors LLC; Vice President and Secretary (1/11 to present), Assistant Vice President (5/06 to 12/10) and Assistant Secretary (5/99 to 12/10) of Pacific Select Distributors, Inc.; and Vice President and Secretary (1/11 to present) of Pacific Select Fund.	87

F-4

PACIFIC LIFE FUNDS

TRUSTEES AND OFFICERS INFORMATION (Continued)

(Unaudited)

Name and Age	Position(s) with the Fund and Length of Time Served*	Current Directorship(s) Held and Principal Occupation(s) (and certain additional occupation information) During Past 5 years	Number of Portfolios in Fund Complex Overseen**
INTERESTED PERSONS (Continued)
Laurene E. MacElwee Year of birth 1966	Vice President since 4/04/05 and Assistant Secretary since 6/13/01	Vice President (4/11 to present), Assistant Secretary (5/07 to present) and Assistant Vice President (5/07 to 3/11) of Pacific Life Fund Advisors LLC; and Vice President (12/11 to present), Assistant Secretary (4/05 to present) and Assistant Vice President (4/05 to 12/11) of Pacific Select Fund.	87
Carleton J. Muench Year of birth 1973	Vice President since 11/30/06	Assistant Vice President (5/07 to present) of Pacific Life Fund Advisors LLC; and Assistant Vice President (11/06 to present) of Pacific Select Fund.	87
Kevin W. Steiner Year of birth 1975	Vice President since 1/01/13	Assistant Vice President (4/12 to present), Mutual Funds Compliance Director (4/08 to 3/12) and Mutual Funds Compliance Manager (10/06 to 3/08) of Pacific Life Fund Advisors LLC; and Assistant Vice President (1/13 to present) of Pacific Select Fund.	87

* A trustee serves until he or she resigns, retires, or his or her successor is elected and qualified.

** As of March 31, 2013, the “Fund Complex” consisted of Pacific Select Fund (54 portfolios) and Pacific Life Funds (33 funds).

F-5

PACIFIC LIFE FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

AND FUND MANAGEMENT AGREEMENTS

(Unaudited)

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, PL 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 (other than the PL Alternative Strategies Fund, which is a new fund and is discussed below), 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

At this meeting and other meetings, the Board considered information (both written and oral) provided to assist it in its review of the Agreements and made assessments with respect to each Agreement. The Board requested, received and reviewed written materials from PLFA and each Fund Manager that were submitted in response to requests from the Independent Trustees and supporting materials relating to those questions and responses. In addition, the Board received in-person presentations about the Funds throughout the year, and the Independent Trustees were advised by independent legal counsel with respect to these and other relevant matters. The Board reviewed a variety of factors and considered a significant amount of information, including information received on an ongoing basis at Board and committee meetings, including reports on Fund performance, expenses, fee comparisons, investment advisory, compliance, and other services provided to the Funds by PLFA and the Fund Managers. The Board also reviewed financial and profitability information regarding PLFA and the Fund Managers and information regarding the organization and operations of each entity, such as their compliance monitoring, portfolio trading and brokerage practices and the personnel providing investment management and administrative services to each Fund. The Board reviewed data provided by PLFA that was gathered from various independent providers of investment company data to provide the Board with information concerning the Funds’ investment performance, management fees and expense information. Additionally, the Independent Trustees retained an independent consultant (“Independent Consultant”) to assist the Trustees with certain of their analyses and to provide other relevant information. The Independent Consultant utilized and provided the Independent Trustees with data obtained from independent service providers as well as from other sources.

The Trustees’ determinations were made on the basis of each Trustee’s business judgment after consideration of all the information presented. In reviewing the materials presented and in considering the information in the management presentations, the Trustees did not identify any single issue or particular information that, in isolation, would be a controlling factor in making a final decision regarding the proposed renewals. Individual Trustees may have given different weights to certain factors and assigned various degrees of materiality to information received in connection with the approval process. The following summary describes the most important, but not all, of the factors considered by the Trustees in approving the renewals, and in the case of the Independent Trustees, certain factors were considered in light of the legal advice furnished to them by independent legal counsel and information from the Independent Consultant that they had retained. This discussion is not intended to be all-inclusive.

Annual Consideration and Approval of Investment Advisory and Fund Management Agreements

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

1. Nature, Extent and Quality of Services

Fund Oversight and Supervision—PLFA, its personnel and its resources. The Trustees considered the depth and quality of PLFA’s investment management process, including its monitoring and oversight of the Fund Managers and PAM; 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, its shareholders and investing.

The Trustees also considered that the investment, legal, compliance and accounting professionals of PLFA and its affiliates have access to and utilize a variety of resources and systems relating to investment management, compliance, trading, performance 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 to provide appropriate investment management, compliance and monitoring services for the Funds. The Board noted that PLFA monitors numerous investment, performance and compliance metrics for the Funds.

The Trustees considered PLFA’s continued development and use of analytical tools for assessing Fund performance and the performance of the Fund Managers, conducting an attribution analysis on performance and reporting on performance to the Trustees. The Trustees noted that

1 At the December 12th 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 LT and PL Large-Cap Growth Funds were approved by the Board at the December 12th meeting and the Board did not consider the continuance of the existing Fund Management Agreements with respect to those Funds at that time.

F-6

PACIFIC LIFE FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

AND FUND MANAGEMENT AGREEMENTS (Continued)

(Unaudited)

PLFA uses these tools to identify Funds that are underperforming applicable benchmarks or peer groups, and then conducts various analyses to try to assess the sources of and reasons for underperformance. The Trustees noted that PLFA has developed processes to oversee and monitor the performance of Fund Managers, including the use of analytical methods to review Fund performance and execution of investment strategies. The Board noted that PLFA provides the Board with analysis of this data over rolling periods to assist the Board in identifying trends in Fund performance and other areas, and periodically provides the Trustees with information on economic and market trends to provide a context for assessing recent performance. The Board also noted that PLFA conducts periodic due diligence on Fund Managers involving onsite visits, in-person meetings and telephonic meetings to gather information that PLFA uses to gain an in-depth understanding of a Fund Manager’s investment process and to seek to identify issues that may be relevant to a Fund Manager’s services to a Fund or a Fund’s performance, including, but not limited to, the financial strength of a Fund Manager, significant staffing changes that could affect a Fund, material changes in a Fund Manager’s assets under management, compliance and regulatory concerns, best execution review and portfolio security valuation support. The Trustees also noted that PLFA appeared to have implemented effective methods for monitoring investment style consistency by Fund Managers and for analyzing the use of derivatives by Fund Managers. With respect to the PL Floating Rate Income, PL High Income, PL Income, PL Money Market, PL Short Duration Income and PL Strategic Income Funds (the “PAM Managed Funds”), the Board considered that PLFA provided oversight, diligence and reporting with regard to its PAM unit that is similar to the process it employs with regard to the Fund Managers. The Board also considered that PLFA manages directly the PL Portfolio Optimization Conservative, PL Portfolio Optimization Moderate-Conservative, PL Portfolio Optimization Moderate, PL Portfolio Optimization Growth, and PL Portfolio Optimization Aggressive-Growth Funds (the “Asset Allocation Funds,” and together with the PAM Managed Funds, the “Directly Managed Funds”).

The Trustees considered the time and attention paid by PLFA to matters involving the valuation of Trust securities, including researching and evaluating information concerning securities that are not actively or publicly traded, valuing securities subject to a trading halt, the value of equity securities traded on foreign exchanges, oversight of and due diligence on pricing vendors and the development of alternate valuation methodologies. The Trustees also considered PLFA’s oversight of transition management when overseeing significant changes in the Funds, such as cash movements between the Funds arising from reallocations by funds of funds and the transition from one Fund Manager to another, including steps taken by PLFA to reduce transaction costs associated with a Fund transition.

The Trustees considered PLFA’s policies, procedures and systems to ensure compliance with applicable laws and regulations with respect to the Directly Managed Funds, its compliance monitoring of the Fund Managers and its commitment to those programs; PLFA’s efforts to keep the Trustees informed about the Fund Managers; and its attention to matters that may involve conflicts of interest with each Fund. In this regard, the Trustees reviewed information throughout the year on PLFA’s compliance policies and procedures, its compliance history, and reports from the Trust’s Chief Compliance Officer (“CCO”) on compliance by PLFA, the Fund Managers, and the Funds with applicable laws and regulations. The Trustees also reviewed information on any responses by PLFA to regulatory and compliance developments throughout the year. The Trustees further considered the monitoring and additional services provided by PLFA to the Funds, including risk management analysis, preparation of periodic performance and financial reports, review of trade execution and coordination of other service providers to the Trust.

Fund Management—PLFA and the Fund Managers. The Trustees considered various materials relating to PLFA, including PAM, and the Fund Managers, including copies of each existing Advisory Agreement and Fund Management Agreement; copies of the Form ADV for PLFA and each Fund Manager; financial information relating to PLFA and each Fund Manager; and other information deemed relevant to the Trustees’ evaluation of PLFA and each Fund Manager, including qualitative assessments from senior management of PLFA.

The Trustees considered the benefits to shareholders of retaining PLFA and each Fund Manager and continuing the Advisory Agreement and Fund Management Agreements particularly in light of the nature, extent, and quality of the services that have been provided by PLFA and the Fund Managers. The Trustees noted the portfolio management services that have been provided by PLFA or PAM to the Directly Managed Funds and the portfolio management services that have been provided by the Fund Managers to the other Funds. The Trustees considered the quality of the portfolio management services which have benefited and should continue to benefit the Funds and their shareholders, the organizational depth and resources of PLFA and the Fund Managers, including the background and experience of PLFA and each of the Fund Manager’s management, and the expertise of PLFA, its PAM unit, and each Fund Manager’s portfolio management team, as well as the investment methodology used by PLFA, its PAM unit, and the Fund Manager.

The Trustees further noted the compliance monitoring conducted by PLFA and PAM on an ongoing basis and also noted the development of procedures and systems necessary to maintain compliance with applicable laws and regulations as well as the resources that PLFA dedicates to these programs. The Trustees considered that the CCO had in place a systematic process for periodically reviewing PLFA’s and each Fund Manager’s written compliance policies and procedures, including the assessment of PLFA’s and each Fund Manager’s compliance program as required under Rule 38a-1 of the 1940 Act and PLFA’s and each Fund Manager’s code of ethics. The Trustees also considered that PLFA and each Fund Manager continues to cooperate with the CCO in reviewing its compliance operations.

In making their assessments, the Trustees considered that PLFA has historically exercised diligence in monitoring the performance of the Fund Managers and PAM, and has recommended and taken measures to attempt to remedy relative underperformance by a Fund when PLFA and the Trustees believed it to be appropriate.

The Board concluded that it was satisfied with the nature, extent and quality of the investment management services provided by PLFA and the Fund Managers.

2. Investment Results

The Trustees considered the investment results of each Fund in light of its objective and market conditions over the past year. The Trustees compared each Fund’s total returns with both the total returns of appropriate groups of peer funds, based on information provided by PLFA using data from independent sources, and with one or more relevant benchmark indices. The Independent Trustees also considered information

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provided by an Independent Consultant who provided a presentation and analysis to the Trustees regarding peer group performance utilizing data from independent sources. The information provided to the Trustees included each Fund’s performance record for the prior ten calendar years, as applicable, and three-month, year-to-date, one-, three-, five- and ten-year or since inception periods, as applicable. In reviewing the performance data drawn from independent sources, as well as the performance of the respective benchmark indices, the Trustees took into consideration the goals and objectives of each Fund and noted that some Funds had outperformed their peer groups over certain periods and/or exceeded their respective benchmark indices while others underperformed their peer groups over certain periods and/or trailed their respective benchmark indices. The Trustees discussed with PLFA the fact that certain periods of underperformance may be transitory while other periods of underperformance may be reflective of broader issues which may warrant consideration of corrective action. The Trustees discussed these Funds with representatives of PLFA, including an assessment of the approach used by the Fund Managers as well as oversight and monitoring by PLFA as the investment adviser, to gain an understanding of underperformance and to assess whether any actions would be appropriate.

The Trustees also reviewed the monitoring of the Fund Managers’ investment results by PLFA, including PLFA’s historical practice of recommending to the Trustees the use of a new manager if performance lagged and could not be improved within a reasonable timeframe, and reviewed the monitoring of the PAM unit’s investment results by PLFA. Generally, the Trustees noted that there continues to be a strong record of well-managed Funds that work well in the Asset Allocation Funds and that the Asset Allocation Funds provide a range of professionally managed asset allocation investment options. The Trustees also noted that the Funds continue to deliver the investment style as disclosed to shareholders. The Trustees also noted only the Directly Managed Funds are open to new investors.

The Board concluded that PLFA continues to have a strong record of effectively managing a multi-manager fund group and asset allocation and income funds designed to give shareholders a reasonable array of choices through which to implement their investment programs. The Board further concluded that PLFA was implementing each Fund’s investment objective either directly or through the selection of Fund Managers and that PLFA’s record in managing each Fund indicates that its continued management as well as the continuation of the respective Fund Management Agreements will benefit each Fund and its shareholders.

3. Advisory Fees and Total Expense Ratios

The Trustees requested, received and reviewed information from PLFA relating to the advisory fees and the sub-advisory fees, including the portion of the advisory fees paid to each Fund Manager as compared to the portion retained by PLFA, and operating expense ratios for each of the Funds. The Independent Trustees also requested and reviewed information from the Independent Consultant along with their analysis of advisory fees, sub-advisory fees and certain other expenses. The Trustees reviewed the advisory fees, sub-advisory fees and operating expense ratios of each Fund and compared such amounts with the average fee and expense levels of other funds in applicable peer fund groups. During their review, the Trustees noted that all of the Funds were subject to contractual expense limitations agreed to by PLFA. The Trustees also reviewed written materials prepared by PLFA based on peer fund group information retrieved from the independent sources. The Independent Trustees requested and reviewed an analysis provided by the Independent Consultant of the asset-based breakpoint schedule for the Funds. The Independent Trustees noted that the breakpoints offer meaningful potential savings to shareholders of many of the Funds.

The Trustees also considered information from the Fund Managers regarding the comparative sub-advisory fees charged under other investment advisory contracts for similarly managed accounts, such as contracts of each Fund Manager with other similarly managed registered investment companies or other types of clients. The Trustees noted that in many cases there were differences in the level of services provided to the Funds by the Fund Managers and that the level of services provided by these Fund Managers on these other accounts were due to the different nature of the accounts or because there were other reasons to support the difference in fees, such as an affiliation between the Fund Manager and the account. These differences often explained variations in fee schedules. The Trustees were mindful that, with regard to the sub-advised Funds, the fee rates were the result of arms’-length negotiations between PLFA and the Fund Managers, and that any sub-advisory fees are paid by PLFA and are not paid directly by a Fund. The Trustees observed that certain of the Funds’ contractual advisory fees were higher than the average of their respective Morningstar category while others were either lower or approximately equal to these averages.

The Board concluded that the advisory fees, sub-advisory fees and total expenses of each Fund were fair and reasonable.

4. Costs, Level of Profits and Economies of Scale

The Trustees reviewed information provided by PLFA and the Fund Managers regarding PLFA’s costs of sponsoring the Funds and information regarding the profitability of PLFA and the Fund Managers.

PLFA and the Fund Managers’ Costs and Profitability. The Trustees noted that, based on the data available, PLFA appears to be providing products that are competitively priced with other funds, especially multi-manager and asset allocation funds. The Board considered the costs of the services to be provided and the overall financial results for PLFA and its affiliates from the management of the Trust, both including and excluding distribution costs. The Board noted that the Funds and not projected to produce profits for PLFA for the year ended December 31, 2012, and considered that the Funds have not been profitable to PLFA and its affiliates in the past, due in part to the relatively low level of assets. The Board also noted the projected profitability of the Funds to PLFA in the near term and noted that PLFA and its affiliates continue to subsidize and reimburse expenses for many of the Funds.

The Trustees also reviewed information provided regarding the structure and manner in which PLFA’s and the Fund Managers’ investment professionals were compensated and their respective views of the relationship of such compensation to the attraction and retention of quality personnel. The Trustees considered PLFA’s willingness to invest in technology, infrastructure and staff to reinforce and offer new services and to accommodate changing regulatory requirements.

With respect to the Fund Managers, the Trustees noted that it was difficult in many cases to accurately determine or evaluate the profitability of the Fund Management Agreements to the Fund Managers because of, among other things, the differences in the types of information provided by the Fund Managers, the fact that many Fund Managers manage substantial assets other than the Funds and, further, that any such

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assessment would involve assumptions regarding the Fund Managers’ expense allocation policies, capital structure, cost of capital, business mix and other factors.

Accordingly, in the case of the Fund Managers, the Trustees focused their consideration on the data described above in light of the arms’-length nature of the relationship (for the Funds that are sub-advised) between PLFA and such Fund Managers with respect to the negotiation of fund sub-advisory fees and the fact that such fees are paid by PLFA.

Economies of Scale. The Trustees noted and considered the extent to which economies of scale are increasingly realized as each Fund grows and whether advisory fee levels reflect economies of scale if the Funds grow in size. The Trustees noted the Funds have relatively small asset levels that do not currently produce significant economies of scale. The Trustee noted, however, PLFA’s commitment to competitive total expenses of the Funds through expense limitation agreements, its and its affiliates’ consistent reinvestment in the business in the form of improvements in technology, product innovations and customer service. The Board concluded that the Funds’ cost structures were reasonable in light of the Trust’s size.

5. Ancillary Benefits

The Trustees requested and received from PLFA and the Fund Managers information concerning other benefits received by PLFA, the Fund Managers, and their affiliates as a result of their respective relationship with the Funds, including information about various service arrangements with PLFA affiliates and reimbursement at an approximate cost basis for support services in the case of PLFA and an affiliate, as well as commissions paid to broker-dealers affiliated with certain Fund Managers and the use of soft-dollars by certain of the Fund Managers. The Trustees also considered information concerning other significant economic relations between the Fund Managers and their affiliates and with PLFA and its affiliates and noted PLFA’s processes and procedures to identify and disclose such relationships to the Board. The Trustees also considered information provided to them as to how conflicts of interest that may arise from these relationships are managed.

The Board concluded 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 their consideration of each of the factors referred to above, and assisted by the advice of the Independent Consultant and independent counsel to the Independent Trustees, the Board, including the Independent Trustees, concluded that the Advisory Agreement and each applicable Fund Management Agreement are fair and reasonable with respect to each Fund and its shareholders, and that the renewal of the Advisory Agreement and each applicable Fund Management Agreement would be in the best interests of the Funds and their shareholders. The Board did not indicate that any single factor was determinative of its decision to approve the Advisory Agreement and each applicable Fund Management Agreement, but indicated that the Board based its determination on the total mix of information available to it.

Other Advisory Agreement and Fund Management Agreement Approvals

In addition to considering the renewal of the Advisory Agreement and existing Fund Management Agreements during the period, the Board considered and approved the Advisory Agreement and Fund Management Agreements with respect to new Funds and also approved changes with respect the Fund Managers for certain Funds as discussed 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.

Approval of Advisory Agreement and Fund Management Agreements with Respect to the PL Precious Metals Fund

At an in-person meeting on September 11, 2012, the Board, including all of the Independent Trustees, approved, effective on or about December 7, 2012, the Advisory Agreement with PLFA with respect to the PL Precious Metals Fund (the “PL Precious Metals Advisory Agreement”) and the Fund Management Agreement with Wells Capital Management, Inc. (“Wells Capital”) with respect to the Fund (the “Wells Capital Fund Management Agreement”), and appointed Wells Capital as the Fund Manager for this Fund.

In evaluating the PL Precious Metals Advisory Agreement and Wells Capital Fund Management Agreement, the Board, including the Independent Trustees, considered the factors described below. Additionally, in its evaluation of the Wells Capital Fund Management Agreement, 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 Trust’s CCO. In addition, the Board reviewed the specific criteria and information evaluated by PLFA during the selection process of Wells Capital, including information about other firms considered by PLFA, and PLFA’s analysis in reaching its conclusion to recommend Wells Capital as the new fund manager.

In evaluating the PL Precious Metals Advisory Agreement and Wells Capital 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

Fund Oversight and Supervision—PLFA, its personnel and its resources. The Trustees considered the depth and quality of PLFA’s investment management process, including its sophisticated monitoring and oversight of Fund Managers; 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

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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 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 to provide the appropriate investment management, compliance and monitoring services required for the Fund. The Board noted that PLFA monitors numerous investment, performance and compliance metrics for the Funds of the Trust.

The Trustees considered the benefits to shareholders of retaining PLFA to serve as the investment adviser to the PL Precious Metals Fund in light of the nature, extent, and quality of services expected to be provided by PLFA. The Trustees considered the ability of PLFA to provide an appropriate level of support and resources to the PL Precious Metals Fund and whether PLFA has sufficiently qualified personnel. The Trustees based this review on information and materials provided to them throughout the year by PLFA. The Trustees considered PLFA’s continued development and use of analytical tools for assessing Fund performance and the performance of Fund Managers, conducting an attribution analysis on performance and reporting on performance to the Trustees. The Trustees noted that PLFA uses these tools to monitor and identify when a Fund is underperforming applicable benchmarks or peer groups, and then conducts various analyses to try to assess the sources of and reasons for underperformance. The Trustees noted that PLFA has developed processes to oversee and monitor a Fund Manager’s execution of investment strategies. The Board noted that PLFA provides the Board with analysis of this data over rolling periods to assist the Board in identifying trends in Fund performance and other areas, and periodically provides the Trustees with information on economic and market trends to provide a context for assessing recent performance. The Board also noted that PLFA conducts periodic due diligence on a Fund Manager involving on-site visits, in-person meetings and telephonic meetings to gather information that PLFA uses to attempt to gain an in-depth understanding of a Fund Manager’s investment process and to seek to identify issues that may be relevant to a Fund Manager’s investment process and to seek to identify issues that may be relevant to a Fund Manager’s services to a Fund or a Fund’s performance. The Trustees also considered the background and experience of PLFA’s senior management, and the experience of and significant amount of attention expected to be given to the PL Precious Metals Fund by PLFA’s management and staff. The Trustees also considered PLFA’s compliance operations with respect to the Trust, including the measures taken by PLFA to assist the Trust in complying with Rule 38a-1 under the 1940 Act. The Trustees further considered the monitoring and additional services provided by PLFA to the Fund, including assistance with security valuation, risk management analysis, preparation of periodic performance and financial reports, review of trade execution and coordination of other service providers to the Trust.

The Board concluded that it was satisfied with the nature, extent and quality of the investment management services to be provided by PLFA to the Fund under the PL Precious Metals Advisory Agreement.

Wells Capital. The Trustees considered the benefits to shareholders of retaining Wells Capital as the Fund Manager, particularly in light of the nature, extent, and quality of the services expected to be provided by Wells Capital. In this regard, the Trustees considered various materials relating to the proposed Fund Manager, including copies of the proposed Wells Capital Fund Management Agreement; copies of Wells Capital’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 Wells Capital Fund Management Agreement, Wells Capital 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 Precious Metals Fund over both the short- and long-term, the organizational depth and resources of Wells Capital, including the background and experience of Wells Capital’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 Trustees considered Wells Capital’s written compliance policies and procedures and noted that the Trust’s CCO had provided an assessment of Wells Capital’s compliance program, as required under Rule 38a-1 of the 1940 Act, and its code of ethics.

In making these assessments, the Trustees took note of the extensive due diligence PLFA conducted with respect to Wells Capital, and were aided by the assessment and recommendation of PLFA and the in-person presentation and materials provided by Wells Capital.

The Board concluded it was satisfied with the nature, extent and quality of the investment management services anticipated to be provided to the PL Precious Metals Fund by PLFA under the PL Precious Metals Advisory Agreement and Wells Capital under the Wells Capital 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 precious metals Fund, and the identification by PLFA of Wells Capital to serve as Fund Manager with regard to the day-to-day investment activities of the PL Precious Metals Fund. Because this consideration related to a newly organized Fund, no actual performance record for this Fund was available. However, the Trustees considered factors concerning performance in connection with its consideration of this matter and in connection with approval of the related Wells Capital Fund Management Agreement, as described below.

The Trustees considered information about the historical performance of an account managed by the same Wells Capital Fund management team that would manage the PL Precious Metals Fund using similar investment strategies as those proposed for the PL Precious Metals 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 of March 31, 2012. The Trustees also considered the

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Comparable Performance against a pertinent benchmark and an applicable peer group for the previous six calendar years as of December 31, 2011. Additionally, the Trustees considered performance information presented by PLFA for another potential fund manager. The Trustees also considered the need for Wells Capital to adhere to the Fund’s general investment mandate in order to function appropriately in the Portfolio Optimization Funds.

The Board determined that Wells Capital’s performance record was acceptable.

3. Advisory and Fund Management Fees

PLFA. The Trustees requested, received and reviewed information from PLFA relating to the proposed advisory fee for the PL Precious Metals Fund. The Trustees reviewed the proposed advisory fees for the Fund and compared such amounts with the average fees of other funds in an applicable peer fund group. 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 was in line with industry averages for precious metals products based on the data presented to the Board.

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

Wells Capital. The Trustees considered information regarding the comparative sub-advisory fees charged under other investment advisory contracts of the Fund Manager with regard to other investment accounts with substantially similar investment strategies as the PL Precious Metals Fund. The Trustees noted that in certain cases there were differences in the level of services proposed to be provided to the PL Precious Metals Fund by Wells Capital and that the level of services provided by Wells Capital on these other accounts was due to the different nature of the accounts or an affiliation between Wells Capital and the account. These differences often explained differences in fee schedules. The Trustees noted that the fee rates were the result of arms’-length negotiations between PLFA and Wells Capital, and that the PL Precious Metals Fund’s sub-advisory management fees are paid by PLFA and are not paid directly by the PL Precious Metals Fund. The Trustees also considered that the sub-advisory management fees payable to Wells Capital under the Wells Capital Fund Management Agreement contained breakpoints.

The Board concluded that the compensation payable under the Wells Capital Fund Management Agreement is fair and reasonable.

4. Costs, Level of Profits and Economies of Scale

Costs and Profitability. The Trustees reviewed information regarding PLFA’s projected costs of sponsoring the Fund and information regarding the anticipated projected profitability of the proposed Fund to PLFA. 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 Precious Metals Fund based on the projected assets, income and expenses of PLFA in its relationship with the Fund. The Trustees noted that this projected information contains estimates because there is no actual operating history for the PL Precious Metals Fund. The Trustees also considered the overall financial soundness of PLFA.

The Trustees considered the projected profitability of the Wells Capital Fund Management Agreement to Wells Capital to the extent practicable based on the financial information provided by Wells Capital. The Trustees considered that it was difficult to accurately determine or evaluate the projected profitability of the Wells Capital Fund Management Agreement to Wells Capital because it managed substantial assets or 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 gave less weight to projected profitability considerations than other information provided in connection with this matter, given the arms’-length nature of the relationship between PLFA and Wells Capital with respect to the negotiation of Fund management fees, the fact that such fees are paid by PLFA and the fact that the projected profitability of the Wells Capital Fund Management Agreement to Wells Capital is an estimate.

Economies of Scale. The Trustees considered the extent to which economies of scale may be realized by the PL Precious Metals Fund as assets grow. Because the PL Precious Metals Fund has no operating history and no assets, no economies of scale exist at this time with respect to the Fund. In this regard, the Trustees considered that the Fund’s advisory fee was set to be competitive with its peer group, all of which were existing funds. As a result, the Fund’s advisory fee was designed to take into account the growth of the Fund to a competitive level and the resultant economies of scale that the Fund could be expected to realize. The Trustees also noted that there would be an expense limitation agreement in place for the PL Precious Metals Fund.

The Board concluded that the PL Precious Metals Fund’s fee structure reflected in the PL Precious Metals Advisory Agreement and Wells Capital Fund Management Agreement is fair and reasonable.

5. Ancillary Benefits

The Trustees received from PLFA information concerning other benefits that may be received by PLFA and Wells Capital and their affiliates as a result of their relationship with the PL Precious Metals Fund, including fees for administrative services and reimbursement at an approximate cost basis for certain support services, as well as 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 Wells Capital represented that it is restricted in the use of any affiliated broker-dealer and that it anticipates using soft dollar credits generated by Fund commissions to pay for research services. The potential benefits that may be derived by PLFA from its relationship with the PL Precious Metals Fund could include larger assets under management and reputational benefits, which are consistent with those generally derived by investment advisers to mutual funds. The Trustees considered potential benefits to be derived by Wells Capital from its relationship with the PL Precious Metals 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 PL Precious Metals Advisory Agreement and Wells Capital Fund Management Agreement are in the best interests of the PL Precious Metals Fund and its

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shareholders; and (ii) the compensation payable under the PL Precious Metals Advisory Agreement and the Wells Capital 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.

Approval of Advisory Agreement and Fund Management Agreements with Respect to the PL Currency Strategies Fund

At an in-person meeting on September 11, 2012, the Board, including all of the Independent Trustees, approved, effective on or about December 7, 2012, the Advisory Agreement with PLFA with respect to the PL Currency Strategies Fund (the “PL Currency Strategies Advisory Agreement”) and the Fund Management Agreement with UBS Global Asset Management (Americas) Inc. (“UBS”) with respect to the Fund (the “UBS Fund Management Agreement”), and appointed UBS as the Fund Manager for this Fund.

In evaluating the PL Currency Strategies Advisory Agreement and UBS Fund Management Agreement, the Board, including the Independent Trustees, considered the factors described below. Additionally, in its evaluation of the UBS Fund Management Agreement, 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 Trust’s CCO. In addition, the Board reviewed the specific criteria and information evaluated by PLFA during the selection process of UBS, including information about other firms considered by PLFA, and PLFA’s analysis in reaching its conclusion to recommend UBS as the new fund manager.

In evaluating the PL Currency Strategies Advisory Agreement and UBS 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

Fund Oversight and Supervision—PLFA, its personnel and its resources. The Trustees considered the depth and quality of PLFA’s investment management process, including its sophisticated monitoring and oversight of Fund Managers; 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 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 to provide the appropriate investment management, compliance and monitoring services required for the Fund. The Board noted that PLFA monitors numerous investment, performance and compliance metrics for the Funds of the Trust.

The Trustees considered the benefits to shareholders of retaining PLFA to serve as the investment adviser to the PL Currency Strategies Fund in light of the nature, extent, and quality of services expected to be provided by PLFA. The Trustees considered the ability of PLFA to provide an appropriate level of support and resources to the PL Currency Strategies Fund and whether PLFA has sufficiently qualified personnel. The Trustees based this review on information and materials provided to them throughout the year by PLFA. The Trustees considered PLFA’s continued development and use of analytical tools for assessing Fund performance and the performance of Fund Managers, conducting an attribution analysis on performance and reporting on performance to the Trustees. The Trustees noted that PLFA uses these tools to monitor and identify when a Fund is underperforming applicable benchmarks or peer groups, and then conducts various analyses to try to assess the sources of and reasons for underperformance. The Trustees noted that PLFA has developed processes to oversee and monitor a Fund Manager’s execution of investment strategies. The Board noted that PLFA provides the Board with analysis of this data over rolling periods to assist the Board in identifying trends in Fund performance and other areas, and periodically provides the Trustees with information on economic and market trends to provide a context for assessing recent performance. The Board also noted that PLFA conducts periodic due diligence on a Fund Manager involving on-site visits, in-person meetings and telephonic meetings to gather information that PLFA uses to attempt to gain an in-depth understanding of a Fund Manager’s investment process and to seek to identify issues that may be relevant to a Fund Manager’s investment process and to seek to identify issues that may be relevant to a Fund Manager’s services to a Fund or a Fund’s performance. The Trustees also considered the background and experience of PLFA’s senior management, and the experience of and significant amount of attention expected to be given to the PL Currency Strategies Fund by PLFA’s management and staff. The Trustees also considered PLFA’s compliance operations with respect to the Trust, including the measures taken by PLFA to assist the Trust in complying with Rule 38a-1 under the 1940 Act. The Trustees further considered the monitoring and additional services provided by PLFA to the Fund, including assistance with security valuation, risk management analysis, preparation of periodic performance and financial reports, review of trade execution and coordination of other service providers to the Trust.

The Board concluded that it was satisfied with the nature, extent and quality of the investment management services to be provided by PLFA to the Fund under the PL Currency Strategies Advisory Agreement.

UBS. The Trustees considered the benefits to shareholders of retaining UBS as the Fund Manager, particularly in light of the nature, extent, and quality of the services expected to be provided by UBS. In this regard, the Trustees considered various materials relating to the proposed Fund Manager, including copies of the proposed UBS Fund Management Agreement; copies of UBS’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 UBS Fund Management Agreement, UBS 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

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purchased or sold by the Fund. The Trustees considered the quality of the management services expected to be provided to the PL Currency Strategies Fund over both the short- and long-term, the organizational depth and resources of UBS, including the background and experience of UBS’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 Trustees considered that they had previously reviewed and approved UBS’s written compliance policies and procedures and that the Trust’s CCO previously provided an assessment of UBS’s compliance program, as required under Rule 38a-1 of the 1940 Act, and its code of ethics.

In making these assessments, the Trustees took note of the extensive due diligence PLFA conducted with respect to UBS, and were aided by the assessment and recommendation of PLFA and the in-person presentation and materials provided by UBS.

The Board concluded it was satisfied with the nature, extent and quality of the investment management services anticipated to be provided to the PL Currency Strategies Fund by PLFA under the PL Currency Strategies Advisory Agreement and UBS under the UBS 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 currency strategies Fund, and the identification by PLFA of UBS to serve as Fund Manager with regard to the day-to-day investment activities of the PL Currency Strategies Fund. Because this consideration related to a newly organized Fund, no actual performance record for this Fund was available. However, the Trustees considered factors concerning performance in connection with its consideration of this matter and in connection with approval of the related UBS Fund Management Agreement, as described below.

The Trustees considered information about the historical performance of accounts managed by the same UBS Fund management team that would manage the PL Currency Strategies Fund using similar, though not identical, investment strategies as those proposed for the PL Currency Strategies 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- and five-year periods as of March 31, 2012. The Trustees also considered the Comparable Performance against a pertinent benchmark and an applicable peer group for the previous six calendar years as of December 31, 2011. The Trustees also considered the need for UBS to adhere to the Fund’s general investment mandate in order to function appropriately in the PL Portfolio Optimization Funds.

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

3. Advisory and Fund Management Fees

PLFA. The Trustees requested, received and reviewed information from PLFA relating to the proposed advisory fee for the PL Currency Strategies Fund. The Trustees reviewed the proposed advisory fees for the Fund and compared such amounts with the average fees of other funds in an applicable peer fund group. 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 was in line with industry averages for currency strategies products based on the data presented to the Board.

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

UBS. The Trustees considered information regarding the comparative sub-advisory fees charged under other investment advisory contracts of the Fund Manager with regard to other investment accounts with substantially similar investment strategies as the PL Currency Strategies Fund. The Trustees noted that in certain cases there were differences in the level of services proposed to be provided to the PL Currency Strategies Fund by UBS and that the level of services provided by UBS on these other accounts was due to the different nature of the accounts or an affiliation between UBS and the account. These differences often explained differences in fee schedules. The Trustees noted that the fee rates were the result of arms’-length negotiations between PLFA and UBS, and that the PL Currency Strategies Fund’s sub-advisory management fees are paid by PLFA and are not paid directly by the PL Currency Strategies Fund. The Trustees also considered that the sub-advisory management fees payable to UBS under the UBS Fund Management Agreement contained breakpoints.

The Board concluded that the compensation payable under the UBS Fund Management Agreement is fair and reasonable.

4. Costs, Level of Profits and Economies of Scale

Costs and Profitability. The Trustees reviewed information regarding PLFA’s projected costs of sponsoring the Fund and information regarding the anticipated projected profitability of the proposed Fund to PLFA. 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 Currency Strategies Fund based on the projected assets, income and expenses of PLFA in its relationship with the Fund. The Trustees noted that this projected information contains estimates because there is no actual operating history for the PL Currency Strategies Fund. The Trustees also considered the overall financial soundness of PLFA.

The Trustees considered the projected profitability of the UBS Fund Management Agreement to UBS to the extent practicable based on the financial information provided by UBS. The Trustees considered that it was difficult to accurately determine or evaluate the projected profitability of the UBS Fund Management Agreement to UBS because it managed substantial assets or 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 gave less weight to projected profitability considerations than other information provided in connection with this matter, given the arms’-length nature of the relationship between PLFA and UBS with respect to the negotiation of Fund management fees, the fact that such fees are paid by PLFA and the fact that the projected profitability of the UBS Fund Management Agreement to UBS is an estimate.

Economies of Scale. The Trustees considered the extent to which economies of scale may be realized by the PL Currency Strategies Fund as assets grow. Because the PL Currency Strategies Fund has no operating history and no assets, no economies of scale exist at this time with

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respect to the Fund. In this regard, the Trustees considered that the Fund’s advisory fee was set to be competitive with its peer group, all of which were existing funds. As a result, the Fund’s advisory fee was designed to take into account the growth of the Fund to a competitive level and the resultant economies of scale that the Fund could be expected to realize. The Trustees also noted that there would be an expense limitation agreement in place for the PL Currency Strategies Fund.

The Board concluded that the PL Currency Strategies Fund’s fee structure reflected in the PL Currency Strategies Advisory Agreement and UBS Fund Management Agreement is fair and reasonable.

5. Ancillary Benefits

The Trustees received from PLFA information concerning other benefits that may be received by PLFA and UBS and their affiliates as a result of their relationship with the PL Currency Strategies Fund, including fees for administrative services and reimbursement at an approximate cost basis for certain support services, as well as 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 UBS represented that they do not anticipate utilizing an affiliated broker-dealer for foreign exchange trades, which are expected to be the primary investments of the Fund, or utilizing soft dollar credits generated by Fund commissions to pay for research services. The potential benefits that may be derived by PLFA from its relationship with the PL Currency Strategies Fund could include larger assets under management and reputational benefits, which are consistent with those generally derived by investment advisers to mutual funds. The Trustees considered potential benefits to be derived by UBS from its relationship with the PL Currency Strategies 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 PL Currency Strategies Advisory Agreement and UBS Fund Management Agreement are in the best interests of the PL Currency Strategies Fund and its shareholders; and (ii) the compensation payable under the PL Currency Strategies Advisory Agreement and the UBS 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.

Approval of Advisory Agreement and Fund Management Agreements with Respect to the PL Global Absolute Return Fund

At an in-person meeting on September 11, 2012, the Board, including all of the Independent Trustees, approved, effective on or about December 7, 2012, the Advisory Agreement with PLFA with respect to the PL Global Absolute Return Fund (the “PL Global Absolute Return Advisory Agreement”) and the Fund Management Agreement with Eaton Vance Management (“Eaton Vance”) with respect to the Fund (the “Eaton Vance Fund Management Agreement”), and appointed Eaton Vance as the Fund Manager for this Fund.

In evaluating the PL Global Absolute Return Advisory Agreement and Eaton Vance Fund Management Agreement, the Board, including the Independent Trustees, considered the factors described below. Additionally, in its evaluation of the Eaton Vance Fund Management Agreement, 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 Trust’s CCO. In addition, the Board reviewed the specific criteria and information evaluated by PLFA during the selection process of Eaton Vance and PLFA’s analysis in reaching its conclusion to recommend Eaton Vance as the new fund manager.

In evaluating the PL Global Absolute Return Advisory Agreement and Eaton Vance 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

Fund Oversight and Supervision—PLFA, its personnel and its resources. The Trustees considered the depth and quality of PLFA’s investment management process, including its sophisticated monitoring and oversight of Fund Managers; 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 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 to provide the appropriate investment management, compliance and monitoring services required for the Fund. The Board noted that PLFA monitors numerous investment, performance and compliance metrics for the Funds of the Trust.

The Trustees considered the benefits to shareholders of retaining PLFA to serve as the investment adviser to the PL Global Absolute Return Fund in light of the nature, extent, and quality of services expected to be provided by PLFA. The Trustees considered the ability of PLFA to provide an appropriate level of support and resources to the PL Global Absolute Return Fund and whether PLFA has sufficiently qualified personnel. The Trustees based this review on information and materials provided to them throughout the year by PLFA. The Trustees considered PLFA’s continued development and use of analytical tools for assessing Fund performance and the performance of Fund Managers, conducting an attribution analysis on performance and reporting on performance to the Trustees. The Trustees noted that PLFA uses these tools to monitor and identify when a Fund is underperforming applicable benchmarks or peer groups, and then conducts various analyses to try

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to assess the sources of and reasons for underperformance. The Trustees noted that PLFA has developed processes to oversee and monitor a Fund Manager’s execution of investment strategies. The Board noted that PLFA provides the Board with analysis of this data over rolling periods to assist the Board in identifying trends in Fund performance and other areas, and periodically provides the Trustees with information on economic and market trends to provide a context for assessing recent performance. The Board also noted that PLFA conducts periodic due diligence on a Fund Manager involving on-site visits, in-person meetings and telephonic meetings to gather information that PLFA uses to attempt to gain an in-depth understanding of a Fund Manager’s investment process and to seek to identify issues that may be relevant to a Fund Manager’s investment process and to seek to identify issues that may be relevant to a Fund Manager’s services to a Fund or a Fund’s performance. The Trustees also considered the background and experience of PLFA’s senior management, and the experience of and significant amount of attention expected to be given to the PL Global Absolute Return Fund by PLFA’s management and staff. The Trustees also considered PLFA’s compliance operations with respect to the Trust, including the measures taken by PLFA to assist the Trust in complying with Rule 38a-1 under the 1940 Act. The Trustees further considered the monitoring and additional services provided by PLFA to the Fund, including assistance with security valuation, risk management analysis, preparation of periodic performance and financial reports, review of trade execution and coordination of other service providers to the Trust.

The Board concluded that it was satisfied with the nature, extent and quality of the investment management services to be provided by PLFA to the Fund under the PL Global Absolute Return Advisory Agreement.

Eaton Vance. The Trustees considered the benefits to shareholders of retaining Eaton Vance as the Fund Manager, particularly in light of the nature, extent, and quality of the services expected to be provided by Eaton Vance. In this regard, the Trustees considered various materials relating to the proposed Fund Manager, including copies of the proposed Eaton Vance Fund Management Agreement; copies of Eaton Vance’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 Eaton Vance Fund Management Agreement, Eaton Vance 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 Global Absolute Return Fund over both the short- and long-term, the organizational depth and resources of Eaton Vance, including the background and experience of Eaton Vance’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 Trustees considered that they had previously reviewed and approved Eaton Vance’s written compliance policies and procedures and that the Trust’s CCO previously provided an assessment of Eaton Vance’s compliance program, as required under Rule 38a-1 of the 1940 Act, and its code of ethics.

In making these assessments, the Trustees took note of the extensive due diligence PLFA conducted with respect to Eaton Vance, and were aided by the assessment and recommendation of PLFA and the in-person presentation and materials provided by Eaton Vance. The Board concluded it was satisfied with the nature, extent and quality of the investment management services anticipated to be provided to the PL Global Absolute Return Fund by PLFA under the PL Global Absolute Return Advisory Agreement and Eaton Vance under the Eaton Vance 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 global absolute return Fund, and the identification by PLFA of Eaton Vance to serve as Fund Manager with regard to the day-to-day investment activities of the PL Global Absolute Return Fund. Because this consideration related to a newly organized Fund, no actual performance record for this Fund was available. However, the Trustees considered factors concerning performance in connection with its consideration of this matter and in connection with approval of the related Eaton Vance Fund Management Agreement, as described below.

The Trustees considered information about the historical performance of accounts managed by the same Eaton Vance Fund management team that would manage the PL Global Absolute Return Fund using similar investment strategies as those proposed for the PL Global Absolute Return 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 of March 31, 2012. The Trustees also considered the Comparable Performance against a pertinent benchmark and an applicable peer group for the previous twelve calendar years as of December 31, 2011. The Trustees also considered the need for Eaton Vance to adhere to the Fund’s general investment mandate in order to function appropriately in the PL Portfolio Optimization Funds.

The Board determined that Eaton Vance’s performance record was acceptable.

3. Advisory and Fund Management Fees

PLFA. The Trustees requested, received and reviewed information from PLFA relating to the proposed advisory fee for the PL Global Absolute Return Fund. The Trustees reviewed the proposed advisory fees for the Fund and compared such amounts with the average fees of other funds in an applicable peer fund group. 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 was in line with industry averages for global absolute return products based on the data presented to the Board.

The Board concluded that the compensation payable under the PL Global Absolute Return Advisory Agreement is fair and reasonable.

Eaton Vance. The Trustees considered information regarding the comparative sub-advisory fees charged under other investment advisory contracts of the Fund Manager with regard to other investment accounts with substantially similar investment strategies as the PL Global

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Absolute Return Fund. The Trustees noted that in certain cases there were differences in the level of services proposed to be provided to the PL Global Absolute Return Fund by Eaton Vance and that the level of services provided by Eaton Vance on these other accounts was due to the different nature of the accounts or an affiliation between Eaton Vance and the account. These differences often explained differences in fee schedules. The Trustees noted that the fee rates were the result of arms’-length negotiations between PLFA and Eaton Vance, and that the PL Global Absolute Return Fund’s sub-advisory management fees are paid by PLFA and are not paid directly by the PL Global Absolute Return Fund. The Trustees also considered that the sub- advisory management fees payable to Eaton Vance under the Eaton Vance Fund Management Agreement contained breakpoints.

The Board concluded that the compensation payable under the Eaton Vance Fund Management Agreement is fair and reasonable.

4. Costs, Level of Profits and Economies of Scale

Costs and Profitability. The Trustees reviewed information regarding PLFA’s projected costs of sponsoring the Fund and information regarding the anticipated projected profitability of the proposed Fund to PLFA. 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 Global Absolute Return Fund based on the projected assets, income and expenses of PLFA in its relationship with the Fund. The Trustees noted that this projected information contains estimates because there is no actual operating history for the PL Global Absolute Return Fund. The Trustees also considered the overall financial soundness of PLFA.

The Trustees considered the projected profitability of the Eaton Vance Fund Management Agreement to Eaton Vance to the extent practicable based on the financial information provided by Eaton Vance. The Trustees considered that it was difficult to accurately determine or evaluate the projected profitability of the Eaton Vance Fund Management Agreement to Eaton Vance because it managed substantial assets or 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 gave less weight to projected profitability considerations than other information provided in connection with this matter, given the arms’-length nature of the relationship between PLFA and Eaton Vance with respect to the negotiation of Fund management fees, the fact that such fees are paid by PLFA and the fact that the projected profitability of the Eaton Vance Fund Management Agreement to Eaton Vance is an estimate.

Economies of Scale. The Trustees considered the extent to which economies of scale may be realized by the PL Global Absolute Return Fund as assets grow. Because the PL Global Absolute Return Fund has no operating history and no assets, no economies of scale exist at this time with respect to the Fund. In this regard, the Trustees considered that the Fund’s advisory fee was set to be competitive with its peer group, all of which were existing funds. As a result, the Fund’s advisory fee was designed to take into account the growth of the Fund to a competitive level and the resultant economies of scale that the Fund could be expected to realize. The Trustees also noted that there would be an expense limitation agreement in place for the PL Global Absolute Return Fund.

The Board concluded that the PL Global Absolute Return Fund’s fee structure reflected in the PL Global Absolute Return Advisory Agreement and Eaton Vance Fund Management Agreement is fair and reasonable.

5. Ancillary Benefits

The Trustees received from PLFA information concerning other benefits that may be received by PLFA and Eaton Vance and their affiliates as a result of their relationship with the PL Global Absolute Return Fund, including fees for administrative services and reimbursement at an approximate cost basis for certain support services, as well as 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 Eaton Vance represented that they do not anticipate utilizing an affiliated broker-dealer for trades or utilizing soft dollar credits generated by Fund commissions to pay for research services. The potential benefits that may be derived by PLFA from its relationship with the PL Global Absolute Return Fund could include larger assets under management and reputational benefits, which are consistent with those generally derived by investment advisers to mutual funds. The Trustees considered potential benefits to be derived by Eaton Vance from its relationship with the PL Global Absolute Return 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 PL Global Absolute Return Advisory Agreement and Eaton Vance Fund Management Agreement are in the best interests of the PL Global Absolute Return Fund and its shareholders; and (ii) the compensation payable under the PL Global Absolute Return Advisory Agreement and the Eaton Vance 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.

Approval of Advisory Agreement with Respect to the PL Alternative Strategies Fund

At an in-person meeting on September 11, 2012, the Board, including all of the Independent Trustees, approved, effective on or about December 7, 2012, the Advisory Agreement with PLFA with respect to the PL Alternative Strategies Fund (the “PL Alternative Strategies Advisory Agreement”).

In evaluating the PL Alternative Strategies 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

PLFA, its personnel and its resources. The Trustees considered the depth and quality of PLFA’s investment management process, including its experience managing asset allocation funds-of-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

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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 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 to provide the appropriate investment management, compliance and monitoring services required for the Fund. The Board noted that PLFA monitors numerous investment, performance and compliance metrics for the Funds of the Trust.

The Trustees considered the benefits to shareholders of retaining PLFA to serve as the investment adviser to the PL Alternative Strategies Fund in light of the nature, extent, and quality of services expected to be provided by PLFA. The Trustees considered that PLFA serves as adviser to the Portfolio Optimization Portfolios and the Pacific Dynamix Portfolios of Pacific Select Fund and the Portfolio Optimization Funds of the Trust, all of which are asset allocation fund-of-funds, and provides asset allocation services to other accounts. The Trustees considered the ability of PLFA to provide an appropriate level of support and resources to the PL Alternative Strategies Fund and whether PLFA has sufficiently qualified personnel. The Trustees based this review on information and materials provided to them throughout the year by PLFA. The Trustees considered PLFA’s continued development and use of analytical tools for assessing Fund performance, conducting an attribution analysis on performance and reporting on performance to the Trustees. The Trustees noted that PLFA uses these tools to monitor and identify when a Fund is underperforming applicable benchmarks or peer groups, and then conducts various analyses to try to assess the sources of and reasons for underperformance. The Board noted that PLFA provides the Board with analysis of this data over rolling periods to assist the Board in identifying trends in Fund performance and other areas, and periodically provides the Trustees with information on economic and market trends to provide a context for assessing recent performance. The Trustees also considered the background and experience of PLFA’s senior management, and the experience of and significant amount of attention expected to be given to the PL Alternative Strategies Fund by PLFA’s management and staff. The Trustees also considered PLFA’s compliance operations with respect to the Trust, including the measures taken by PLFA to assist the Trust in complying with Rule 38a-1 under the 1940 Act. The Trustees further considered the monitoring and additional services provided by PLFA to the Fund, including assistance with security valuation, risk management analysis, preparation of periodic performance and financial reports, review of trade execution and coordination of other service providers to the Trust.

The Board concluded that it was satisfied with the nature, extent and quality of the investment management services to be provided by PLFA to the Fund under the PL Alternative Strategies Advisory Agreement.

2. Performance

The Trustees considered PLFA’s experience managing asset allocation fund-of-funds and other accounts and its qualifications to manage the PL Alternative Strategies Fund. Because this consideration related to a newly-organization fund, no actual performance record was available. However, the Trustees considered information about the hypothetical performance of an account managed by PLFA using the investment strategies that would be used for the proposed PL Alternative Strategies Fund (the “Hypothetical Performance”). The Trustees considered the Hypothetical Performance against the applicable peer group for the year-to-date, one-, three-, and five-year periods as of June 30, 2012. The Trustees also considered the Hypothetical Performance against an applicable peer group for the previous seven calendar years.

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

3. Advisory and Fund Management Fees

PLFA. The Trustees requested, received and reviewed information from PLFA relating to the proposed advisory fee for the PL Alternative Strategies Fund. The Trustees reviewed the proposed advisory fees for the Fund and compared such amounts with the average fees of other funds in an applicable peer fund group. 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 was in line with industry averages for multialternative products based on the data presented to the Board.

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

4. Costs, Level of Profits and Economies of Scale

Costs and Profitability. The Trustees reviewed information regarding PLFA’s projected costs of sponsoring the Fund and information regarding the anticipated projected profitability of the proposed Fund to PLFA. 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 Alternative Strategies Fund based on the projected assets, income and expenses of PLFA in its relationship with the Fund. The Trustees noted that this projected information contains estimates because there is no actual operating history for the PL Alternative Strategies Fund. The Trustees also considered the overall financial soundness of PLFA.

Economies of Scale. The Trustees considered the extent to which economies of scale may be realized by the PL Alternative Strategies Fund as assets grow. Because the PL Alternative Strategies Fund has no operating history and no assets, no economies of scale exist at this time with respect to the Fund. In this regard, the Trustees considered that the Fund’s advisory fee was set to be competitive with its peer group, all of which were existing funds. As a result, the Fund’s advisory fee was designed to take into account the growth of the Fund to a competitive level and the resultant economies of scale that the Fund could be expected to realize. The Trustees also noted that there would be an expense limitation agreement in place for the PL Alternative Strategies Fund.

The Board concluded that the PL Alternative Strategies Fund’s fee structure reflected in the PL Alternative Strategies Advisory Agreement is fair and reasonable.

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5. Ancillary Benefits

The Trustees received from PLFA information concerning other benefits that may be received by PLFA its affiliates as a result of their relationship with the PL Alternative Strategies Fund, including fees for administrative services and reimbursement at an approximate cost basis for certain support services, as well as 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 PLFA represented that it does not anticipate utilizing an affiliated broker-dealer for trades or utilizing soft dollar credits to pay for research services. The potential benefits that may be derived by PLFA from its relationship with the PL Alternative Strategies Fund could include larger assets under management and reputational benefits, which are consistent with those generally derived by investment advisers to mutual funds.

6. Conclusion

Based on their review, including the consideration of each of the factors referred to above, the Board found that: (i) the PL Alternative Strategies Advisory Agreement is in the best interests of the PL Alternative Strategies Fund and its shareholders; and (ii) the compensation payable under the PL Alternative Strategies 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.

Approval of Fund Management Agreement with Respect to PL Growth LT Fund

At an in-person meeting on December 12, 2012, the Board, including all of the Independent Trustees, approved, effective no later than May 1, 2013, a new Fund Management Agreement with Massachusetts Financial Services Company, doing business as MFS Investment Management (“MFS”) with respect to the PL Growth LT Fund (the “MFS Fund Management Agreement”), and appointed MFS as the new Fund Manager for this Fund. The Board also approved a change to the name of the Fund and effective May 1, 2013, the Fund will be named the PL Growth Fund. In connection with this matter, also at the December 12, 2012 meeting, the Board terminated the Fund Management Agreement for the Fund with the current fund manager upon the effectiveness of the MFS Fund Management Agreement. MFS’s appointment as new Fund Manager was made in accordance with the exemptive order issued by the SEC with regard to the Trust and does not require shareholder approval.

In evaluating the MFS Fund Management Agreement, the Board, including the Independent Trustees, considered the factors, among others, 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 Trust’s CCO. In addition, the Board reviewed the specific criteria and information evaluated by PLFA during the selection process of MFS, including information about other firms considered by PLFA, and PLFA’s analysis in reaching its conclusion to recommend MFS as the new Fund Manager.

In evaluating the MFS 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 MFS as the Fund Manager, particularly in light of the nature, extent, and quality of the services expected to be provided by MFS. In this regard, the Trustees considered various materials relating to the proposed Fund Manager, including copies of the proposed MFS Fund Management Agreement; copies of MFS’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 MFS Fund Management Agreement, MFS 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 Growth LT Fund over both the short- and long-term, the organizational depth and resources of MFS, including the background and experience of MFS’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 Trustees considered MFS’s written compliance policies and procedures and noted that the Trust’s CCO had previously provided an assessment of MFS’s compliance program, as required under Rule 38a-1 of the 1940 Act, and its code of ethics.

In making these assessments, the Trustees took note of the extensive due diligence PLFA conducted with respect to MFS, and were aided by the assessment and recommendation of PLFA and the in-person presentation and materials provided by MFS. The Board concluded it was satisfied with the nature, extent and quality of the investment management services anticipated to be provided to the PL Growth LT Fund by MFS under the MFS 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 growth fund, and PLFA’s identification of MFS to serve as Fund Manager with regard to the day-to-day investment activities of the PL Growth LT Fund. The Trustees considered factors concerning performance in connection with its consideration of this matter and in connection with approval of the related MFS Fund Management Agreement, as described below.

The Trustees considered information about the historical performance of an account managed by the same MFS fund management team that would manage the PL Growth LT Fund using similar investment strategies as those proposed for the PL Growth LT 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 of September 30, 2012. The Trustees also considered the Comparable

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Performance against a pertinent benchmark and an applicable peer group for the previous nine calendar years. The Trustees also considered information about the historical performance of additional accounts managed by MFS using similar investment strategies as those proposed for the Growth LT Fund against a pertinent benchmark for the one-, three-, five- and ten-year periods (as available) as of September 30, 2012. Additionally, the Trustees considered performance information presented by PLFA for another potential manager of the Fund. The Trustees also considered the need for MFS to adhere to the Fund’s general investment mandate in order to function appropriately in the PL Portfolio Optimization Funds.

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

3. Advisory and 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 investment accounts with substantially similar investment strategies as the PL Growth LT Fund. The Trustees also considered that the proposed sub-advisory fees payable to MFS under the Fund Management Agreement contain breakpoints and were 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 and that the total advisory fees paid by shareholders would not increase. The Trustees noted that in certain cases there were differences in the level of services proposed to be provided to the PL Growth LT Fund by MFS and that the level of services provided by MFS on these other accounts was due to the different nature of the accounts or an affiliation between MFS and the account. These differences often explained differences in fee schedules. The Trustees noted that the fee rates were the result of arms’-length negotiations between PLFA and MFS, and that the PL Growth LT Fund’s sub-advisory management fees are paid by PLFA and are not paid directly by the PL Growth LT Fund. Additionally, the Trustees considered that there are certain costs associated with a manager change, but that the advisory fee rates and ongoing operating expenses paid by the shareholders were not expected to materially increase as a result of this portfolio manager change.

The Board concluded that the compensation payable under the MFS Fund Management Agreement is fair and reasonable.

4. Costs, Level of Profits and Economies of Scale

The Trustees considered information about the profitability of other investment accounts managed by MFS using similar investment strategies as those proposed for the Growth LT Fund in assessing the projected profitability of the MFS Fund Management Agreement to MFS to the extent practicable based on the information provided by MFS. The Trustees considered that it was difficult to accurately determine or evaluate the projected profitability of the MFS Fund Management Agreement to MFS 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 MFS 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 MFS Fund Management Agreement to MFS is an estimate because it had not yet begun to manage the Fund.

The Board concluded that the PL Growth LT Fund’s fee structure reflected in the MFS Fund Management Agreement is fair and reasonable.

5. Ancillary Benefits

The Trustees received from PLFA and MFS information concerning other benefits that may be received by MFS and its affiliates as a result of their relationship with the PL Growth LT 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 MFS represented that it does not anticipate utilizing an affiliated broker-dealer and that it anticipates using soft dollar credits generated by Fund commissions to pay for research services. The potential benefits that may be derived by MFS from its relationship with the PL Growth LT 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 MFS from its relationship with the PL Growth LT 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 MFS Fund Management Agreement is in the best interests of the PL Growth LT Fund and its shareholders; and (ii) the compensation payable under the MFS 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.

Approval of Interim Fund Management Agreement with Respect to PL Large-Cap Growth Fund

At an in-person meeting on December 12, 2012, the Board, including all of the Independent Trustees, approved, effective January 1, 2013, a new Interim Fund Management Agreement with BlackRock Investment Management, LLC (“BlackRock”) with respect to the PL Large-Cap Growth Fund (the “BlackRock Interim Fund Management Agreement”), and appointed BlackRock as the new Interim Fund Manager for this Fund. In connection with this matter, also at the December 12, 2012 meeting, the Board also approved the termination of the Fund Management Agreement for the Fund with the prior fund manager upon the effectiveness of the BlackRock Interim Fund Management Agreement. In evaluating the BlackRock Interim Fund Management Agreement, the Board, including the Independent Trustees, considered the interim nature of the BlackRock Interim Fund Management Agreement and the factors described below.

F-19

PACIFIC LIFE FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

AND FUND MANAGEMENT AGREEMENTS (Continued)

(Unaudited)

In evaluating the BlackRock Interim 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 BlackRock as the Interim Fund Manager, particularly in light of the nature, extent, and quality of the services expected to be provided by BlackRock. In this regard, the Trustees considered various materials relating to the proposed Interim Fund Manager, including copies of the proposed BlackRock Interim Fund Management Agreement; copies of BlackRock’s Form ADV; financial information; and other information deemed relevant to the Trustees’ evaluation, including comprehensive assessments from senior management of PLFA. The Trustees also considered the fact that BlackRock already serves as a portfolio manager to other Portfolios in the Trust and that PLFA and the Board have developed substantial knowledge about BlackRock from this relationship.

The Trustees considered that under the BlackRock Interim Fund Management Agreement, BlackRock 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 Large-Cap Growth Fund , the organizational depth and resources of BlackRock, including the background and experience of BlackRock’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 Trustees considered BlackRock’s written compliance policies and procedures and noted that the Trust’s CCO had previously provided an assessment of BlackRock’s compliance program, as required under Rule 38a-1 of the 1940 Act, and its code of ethics.

In making these assessments, the Trustees took note of the due diligence PLFA conducted with respect to BlackRock, their prior knowledge of and working relationship with BlackRock, including the fact that BlackRock already manages the proposed strategy for a series of Pacific Select Funds and were aided by the assessment and recommendation of PLFA and the in-person presentation and materials provided by BlackRock. The Board concluded it was satisfied with the nature, extent and quality of the investment management services anticipated to be provided to the PL Large-Cap Growth Fund by BlackRock under the BlackRock Interim Fund Management Agreement.

2. Performance

The Trustees considered PLFA’s ongoing efforts to search for and screen advisory firms that are qualified to manage, on a longer-term basis, a large-cap growth fund. The Trustees considered that while that search process was underway, it would be appropriate to engage BlackRock to serve as Interim Fund Manager with regard to the day-to-day investment activities of the PL Large-Cap Growth Fund using an index strategy. The Trustees considered that the performance objective during this interim period was to retain benchmark large-cap market exposure without assuming additional risk and considered that BlackRock’s large-cap index strategy was the appropriate means to achieve that objective.

The Trustees considered information about the historical performance of accounts managed by the same BlackRock fund management team that would manage the PL Large-Cap Growth Fund using similar investment strategies as those proposed for the PL Large-Cap Growth Fund (the “Comparable Performance”). The Trustees considered the Comparable Performance against a pertinent benchmark for the one-, three-, and five-year and since inception periods (as available) as of June 30, 2012 and noted that the strategy seeks to replicate the performance of a benchmark index.

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

3. Advisory and Fund Management Fees

The Trustees considered information regarding the comparative advisory fees charged under other investment advisory contracts of the Interim Fund Manager with regard to other investment accounts with substantially similar investment strategies as the PL Large-Cap Growth Fund. The Trustees noted that in certain cases there were differences in the level of services proposed to be provided to the PL Large-Cap Growth Fund by BlackRock and that the level of services provided by BlackRock on these other accounts was due to the different nature of the accounts or an affiliation between BlackRock and the account. These differences often explained differences in fee schedules. The Trustees noted that the fee rates were the result of arms’-length negotiations between PLFA and BlackRock, and that the PL Large-Cap Growth Fund’s sub-advisory fees are paid by PLFA and are not paid directly by the PL Large-Cap Growth Fund. The Trustees considered that PLFA had agreed to waive a portion of its advisory fee while BlackRock serves as Interim Fund Manager

The Board concluded that the compensation payable under the BlackRock Interim Fund Management Agreement is fair and reasonable.

4. Costs, Level of Profits and Economies of Scale

The Trustees considered the projected profitability of the BlackRock Interim Fund Management Agreement to BlackRock to the extent practicable based on the financial information provided by BlackRock. Given the short-term interim nature of the proposed engagement, the Trustees did not consider this information as particularly meaningful.

The Board concluded that the PL Large-Cap Growth Fund’s fee structure reflected in the BlackRock Interim Fund Management Agreement is fair and reasonable.

5. Ancillary Benefits

The Trustees received from PLFA and BlackRock information concerning other benefits that may be received by BlackRock and its affiliates as a result of their relationship with the PL Large-Cap Growth Fund, including commissions that may be paid to broker-dealers affiliated with the Interim Fund Manager and the anticipated use of soft-dollars by the Interim Fund Manager. In this regard, the Trustees noted that BlackRock represented that it does not anticipate utilizing an affiliated broker-dealer or soft dollar credits generated by Fund commissions to pay for research services. The potential benefits that may be derived by BlackRock from its relationship with the PL Large-Cap Growth Fund could

F-20

PACIFIC LIFE FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

AND FUND MANAGEMENT AGREEMENTS (Continued)

(Unaudited)

include larger assets under management and reputational benefits, which are consistent with those generally derived by investment advisers to mutual funds. The Trustees considered potential benefits to be derived by BlackRock from its relationship with the PL Large-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 BlackRock Interim Fund Management Agreement is in the best interests of the PL Large-Cap Growth Fund and its shareholders; and (ii) the compensation payable under the BlackRock Interim 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.

Approval of Fund Management Agreement with Respect to PL Large-Cap Growth Fund

At an in-person meeting on March 14, 2013, the Board, including all of the Independent Trustees, approved, effective no later than May 1, 2013, a new Fund Management Agreement with BlackRock with respect to the Fund (the “BlackRock Fund Management Agreement”), and appointed BlackRock as the Fund Manager for this Fund. In connection with this matter, also at the March 14, 2013 meeting, the Board terminated the BlackRock Interim Fund Management Agreement upon the effectiveness of the BlackRock Fund Management Agreement. BlackRock’s appointment as Fund Manager was made in accordance with the exemptive order issued by the SEC with regard to the Trust and does not require shareholder approval.

In evaluating the BlackRock Fund Management Agreement, the Board, including the Independent Trustees, considered the factors, among others, 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 Trust’s CCO. In addition, the Board reviewed the specific criteria and information evaluated by PLFA during the selection process of BlackRock, including information about other firms considered by PLFA, and PLFA’s analysis in reaching its conclusion to recommend BlackRock as the Fund Manager.

In evaluating the BlackRock 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 BlackRock as the Fund Manager, particularly in light of the nature, extent, and quality of the services expected to be provided by BlackRock. In this regard, the Trustees considered various materials relating to the proposed Fund Manager, including copies of the proposed BlackRock Fund Management Agreement; copies of BlackRock’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 BlackRock Fund Management Agreement, BlackRock 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 Large-Cap Growth Fund over both the short- and long-term, the organizational depth and resources of BlackRock, including the background and experience of BlackRock’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 considered that the fund management team (the “FM Team”) at BlackRock that would be responsible for the day-to-day management of the Fund was led by the same lead portfolio manager and supported by certain of the same core team members that had been responsible for the management of the Fund while at a previous fund management firm. The Trustees noted that PLFA’s recommendation to engage BlackRock to actively manage the Fund was the completion of a two phase transition plan recommended by PLFA to address the departure of the FM Team from that previous fund management firm.

In addition, the Trustees considered BlackRock’s written compliance policies and procedures and noted that the Trust’s CCO had previously provided an assessment of BlackRock’s compliance program, as required under Rule 38a-1 of the 1940 Act, and its code of ethics.

In making these assessments, the Trustees took note of the due diligence PLFA conducted with respect to BlackRock, PLFA’s and the Board’s prior experience with BlackRock and with the proposed FM Team while they were employed by the previous fund management firm, and were aided by the assessment and recommendation of PLFA and the in-person presentation and materials provided by BlackRock.

The Board concluded it was satisfied with the nature, extent and quality of the investment management services anticipated to be provided to the PL Large-Cap Growth Fund by BlackRock under the BlackRock 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 large-cap growth fund. The Trustees considered that while certain core members of the FM Team that left the previous fund management firm had joined BlackRock, PLFA nonetheless conducted a broad search process to identify an appropriate replacement Fund Manager. This search process resulted in PLFA’s identification of BlackRock to serve as Fund Manager with regard to the day-to-day investment activities of the PL Large-Cap Growth Fund. The Trustees considered a number of factors in connection with its consideration of this matter and in connection with approval of the related BlackRock Fund Management Agreement, as described below.

The Trustees considered information about the historical performance of the FM Team for similar investment strategies as those proposed for the PL Large-Cap Growth Fund (the “Comparable Performance”). The Trustees considered the Comparable Performance against a pertinent benchmark and against the applicable peer group for the one-, three-, five-, and ten-year periods as of December 31, 2012. The Trustees also

F-21

PACIFIC LIFE FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

AND FUND MANAGEMENT AGREEMENTS (Continued)

(Unaudited)

considered the Comparable Performance against a pertinent benchmark and an applicable peer group for the previous seven calendar years. Additionally, the Trustees considered performance information presented by PLFA for another potential manager of the Fund. The Trustees also considered the need for BlackRock to adhere to the Fund’s general investment mandate in order to function appropriately in the PL Portfolio Optimization Funds.

The Board determined that the performance record of the FM Team was acceptable.

3. Advisory and 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 investment accounts with substantially similar investment strategies as the PL Large-Cap Growth Fund. The Trustees also considered that the proposed sub-advisory fees payable to BlackRock under the Fund Management Agreement contain breakpoints and were lower than the sub-advisory fees which had been paid to the previous fund management firm. 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 as long as BlackRock remains the Fund Manager of the PL Large-Cap Growth Fund. In comparing the proposed fees to be paid by the Fund to fees charged by BlackRock for other similarly managed accounts, the Trustees noted differences in the level of services provided by BlackRock on these other accounts as well as differences in the nature or size of the accounts, the costs associated with managing the accounts and regulatory burdens. The Trustees noted that the fee rates were the result of arms’-length negotiations between PLFA and BlackRock, and that the PL Large-Cap Growth Fund’s sub-advisory fees are paid by PLFA and are not paid directly by the PL Large-Cap Growth Fund. Additionally, the Trustees considered that there are certain costs associated with a change in the fund management firm due principally to restructuring of the Fund, and that BlackRock will reimburse the Fund for brokerage commissions paid as a result of trading activity due to the change. Accordingly, the change in Fund Manager is not expected to materially impact the operating expenses paid by shareholders.

The Board concluded that the compensation payable under the BlackRock Fund Management Agreement is fair and reasonable.

4. Costs, Level of Profits and Economies of Scale

The Trustees considered that it was difficult to accurately determine or evaluate the projected profitability of the BlackRock Fund Management Agreement to BlackRock because it managed substantial assets and had multiple business lines, and further, any such assessment would involve assumptions regarding its allocation policies, capital structure, cost of capital, business mix and other factors. Accordingly, 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 BlackRock with respect to the negotiation of Fund sub-advisory fees, the fact that such fees are paid by PLFA.

The Board concluded that the PL Large-Cap Growth Fund’s fee structure reflected in the BlackRock Fund Management Agreement is fair and reasonable.

5. Ancillary Benefits

The Trustees received from PLFA and BlackRock information concerning other benefits that may be received by BlackRock and its affiliates as a result of their relationship with the PL Large-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 BlackRock represented that it does not anticipate utilizing an affiliated broker-dealer and that it anticipates using soft dollar credits generated by Fund commissions to pay for research services. The potential benefits that may be derived by BlackRock from its relationship with the PL Large-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 BlackRock from its relationship with the PL Large-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 BlackRock Fund Management Agreement is in the best interests of the PL Large-Cap Growth Fund and its shareholders; and (ii) the compensation payable under the BlackRock 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.

F-22

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

F-23

Item 2. Code of Ethics.

As of the end of the period covered by this report, the Registrant has adopted a code of ethics that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There were no substantive amendments or waivers to the Code of Ethics during the period covered by this report.

A copy of this Code of Ethics is filed as Exhibit 99 to this Form N-CSR.

Item 3. Audit Committee Financial Expert.

The Registrant’s Board has determined that G. Thomas Willis, a member of the Registrant’s Audit Committee, is an “audit committee financial expert” and “independent,” as such terms are defined in this Item. This designation does not increase the designee’s duties, obligations or liability as compared to his duties, obligations and liability as a member of the Audit Committee and of the Board; nor does it reduce the responsibility of the other Audit Committee members. There may be other individuals who, through education or experience, would qualify as “audit committee financial experts” if the Board had designated them as such. Most importantly, the Board believes each member of the Audit Committee contributes significantly to the effective oversight of the Registrant’s financial statements and condition. Mr. Willis is a retired partner of PricewaterhouseCoopers LLP.

Item 4. Principal Accountant Fees and Services.

Audit Fees

(a) The aggregate fees billed for the fiscal years ended March 31, 2013 and 2012 for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $636,730 and $505,505, respectively.

Audit-Related Fees

(b) There were no aggregate fees billed for the fiscal years ended March 31, 2013 and 2012 for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item.

Tax Fees

  (c) The aggregate fees billed for the fiscal years ended March 31, 2013 and 2012 for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $123,750 and $101,500, respectively. The nature of the services comprising the fees was the review of income tax returns and excise tax.

All Other Fees

  (d) There were no aggregate fees billed for the fiscal years ended March 31, 2013 and 2012 for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item.

(e)(1) The Audit Committee is required to pre-approve audit and non-audit services performed for the Registrant by the independent auditor as outlined below in order to assure that the provision of such services does not impair the auditor’s independence:

Pre-Approval Requirements for Services to Registrant. Before the Auditor is engaged by the Registrant to render audit related or permissible non-audit services, either:

(i) The Audit Committee shall pre-approve such engagement; or

(ii) Such engagement shall be entered into pursuant to pre-approval policies and procedures established by the Audit committee. Any such policies and procedures must (1) be detailed as to the particular service and (2) not involve any delegation of the Audit Committee’s responsibilities to the Adviser. The Audit Committee may delegate to one or more of its members the authority to grant pre-approvals. The pre-approval policies and procedures shall include the requirement that the decisions of any member to whom authority is delegated under this Section shall be presented to the full Audit Committee at its next scheduled meeting.

(iii) De Minimis Exceptions to Pre-Approval Requirements. Pre-approval for a service provided to the Registrant other than audit, review or attest services is not required if: (1) the aggregate amount of all such non-audit services provided to the Registrant constitutes not more than 5 percent of the total amount of revenues paid by the Registrant to the Auditor during the fiscal year in which the non-audit services are provided; (2) such services were not recognized by the Registrant at the time of the engagement to be non-audit services; and (3) such services are promptly brought to the attention of the Audit Committee and are approved by the Audit Committee or by one or more members of the Audit Committee to whom authority to grant such approvals has been delegated by the Audit Committee.

Pre-Approval of Non-Audit Services Provided to the Adviser and Others. The Audit Committee shall pre-approve any non-audit services proposed to be provided by the Auditor to (i) the Adviser and (ii) any entity in the investment company complex (see note 4), if the nature of the services provided relate directly to the operations or financial reporting of the Registrant.

Application of De Minimis Exception: The De Minimis exceptions set forth above apply to pre-approvals under this Section as well, except that the “total amount of revenues” calculation for this Section’s services is based on the total amount of revenues paid to the Auditor by the Registrant and any other entity that has its services approved under this Section (i.e., the Adviser or any control person).

(e)(2) No services included in (b)-(d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

  (f) Not applicable.

 (g) The aggregate fees billed for the years ended March 31, 2013 and 2012 by the Registrant’s principal accountant for non-audit services rendered to the Registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant were $213,166 and $169,000, respectively.

 (h) The Registrant’s Audit Committee has considered whether the provision of non-audit services that were rendered to the Registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant which were not pre-approved (not requiring pre-approval) is compatible with maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed registrants.

Not applicable.

Item 6. Investments.

(a) Schedule I.

(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 Registrant’s Board of Directors.

Item 11. Controls and Procedures.

   (a) The Chief Executive Officer and Treasurer have concluded that Registrant’s 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 Registrant’s 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 Registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1)	Code of Ethics, subject to the disclosure of Item 2 hereof- attached hereto as Exhibit 99.
(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.
(12.other)	Not applicable

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:	June 5, 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:	June 5, 2013
By:	/s/ Brian D. Klemens
	Brian D. Klemens
	Treasurer (Principal Financial and Accounting Officer)
Date:	June 5, 2013