UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT

COMPANIES

Investment Company Act file number       811-10385                        

                                     Pacific Life Funds                                    

(Exact name of registrant as specified in charter)

700 Newport Center Drive, P.O. Box 7500

                                         Newport Beach, CA 92660                                        

(Address of principal executive offices) (Zip code)

Robin S. Yonis

Vice President and General Counsel of Pacific Life Funds

700 Newport Center Drive, P.O. Box 9000

                                                     Newport Beach, CA 92660                                             

(Name and address of agent for service)

Copies to:

Anthony H. Zacharski, Esq.

Dechert LLP

90 State House Square

Hartford, CT 06103

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

Date of fiscal year end:  March 31

Date of reporting period:  September 30, 2014

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

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

Item 1. Reports to Stockholders.

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

September 30, 2014

SEMI-ANNUAL REPORT

PACIFIC LIFE FUNDS

SEMI-ANNUAL REPORT

AS OF SEPTEMBER 30, 2014

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

PACIFIC LIFE FUNDS

PL PORTFOLIO OPTIMIZATION CONSERVATIVE FUND

Schedule of Investments

September 30, 2014 (Unaudited)

PACIFIC LIFE FUNDS

PL PORTFOLIO OPTIMIZATION MODERATE-CONSERVATIVE FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Shares		Value
AFFILIATED MUTUAL FUNDS - 100.0%
PL Floating Rate Loan Fund ‘P’		2,792,866		$28,124,158
PL Inflation Managed Fund ‘P’		3,606,820		32,461,376
PL Managed Bond Fund ‘P’		13,769,897		151,468,870
PL Short Duration Bond Fund ‘P’		6,020,510		60,746,950
PL Emerging Markets Debt Fund ‘P’		3,015,689		29,402,966
PL Comstock Fund ‘P’		813,484		15,081,985
PL Growth Fund ‘P’		364,002		6,555,669
PL Large-Cap Growth Fund ‘P’		813,455		8,785,319
PL Large-Cap Value Fund ‘P’		1,228,177		21,542,229
PL Main Street Core Fund ‘P’		274,010		4,315,657
PL Mid-Cap Equity Fund ‘P’		497,373		6,376,322
PL Mid-Cap Growth Fund ‘P’		520,953		4,287,441
PL International Large-Cap Fund ‘P’		759,006		13,851,861
PL International Value Fund ‘P’		831,932		8,269,406
PL Currency Strategies Fund ‘P’		1,325,389		13,333,413
PL Global Absolute Return Fund ‘P’		2,184,164		22,169,260
PL Precious Metals Fund ‘P’		646,565		3,478,520
Total Affiliated Mutual Funds (Cost $394,753,891)				430,251,402
TOTAL INVESTMENTS - 100.0% (Cost $394,753,891)				430,251,402
OTHER ASSETS & LIABILITIES, NET - 0.0%				183,846
NET ASSETS - 100.0%				$430,435,248

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Affiliated Fixed Income Funds	75.4%
Affiliated Equity Funds	24.6%
	100.0%
Other Assets & Liabilities, Net	0.0%
	100.0%

	Shares		Value
AFFILIATED MUTUAL FUNDS - 100.1%
PL Floating Rate Loan Fund ‘P’		3,453,586		$34,777,616
PL Inflation Managed Fund ‘P’		4,524,461		40,720,146
PL Managed Bond Fund ‘P’		12,805,339		140,858,726
PL Short Duration Bond Fund ‘P’		5,828,829		58,812,880
PL Emerging Markets Debt Fund ‘P’		2,869,425		27,976,894
PL Comstock Fund ‘P’		1,570,356		29,114,406
PL Growth Fund ‘P’		872,247		15,709,162
PL Large-Cap Growth Fund ‘P’		1,810,594		19,554,416
PL Large-Cap Value Fund ‘P’		2,484,854		43,584,347
PL Main Street Core Fund ‘P’		1,864,456		29,365,179
PL Mid-Cap Equity Fund ‘P’		1,353,173		17,347,678
PL Mid-Cap Growth Fund ‘P’		699,352		5,755,665
PL Small-Cap Growth Fund ‘P’		394,887		5,769,304
PL Small-Cap Value Fund ‘P’		420,383		5,422,947
PL Emerging Markets Fund ‘P’		714,238		10,963,553
PL International Large-Cap Fund ‘P’		1,243,861		22,700,467
PL International Value Fund ‘P’		1,402,679		13,942,630
PL Currency Strategies Fund ‘P’		2,369,232		23,834,476
PL Global Absolute Return Fund ‘P’		2,926,195		29,700,877
PL Precious Metals Fund ‘P’		338,233		1,819,692
Total Affiliated Mutual Funds (Cost $501,988,578)				577,731,061
TOTAL INVESTMENTS - 100.1% (Cost $501,988,578)				577,731,061
OTHER ASSETS & LIABILITIES, NET - (0.1%)				(457,654	)
NET ASSETS - 100.0%				$577,273,407

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Affiliated Fixed Income Funds	57.7%
Affiliated Equity Funds	42.4%
	100.1%
Other Assets & Liabilities, Net	(0.1%	)
	100.0%

(b) The funds’ investments are affiliated mutual funds (See Note 6C in Notes to Financial Statements).

(c) Fair Value Measurements

The following is a summary of the funds’ investments as categorized under the three-tier hierarchy of inputs used in valuing the funds’ assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
PL Portfolio Optimization Conservative Fund
Assets	Affiliated Mutual Funds		$430,251,402		$430,251,402		$—		$—
PL Portfolio Optimization Moderate-Conservative Fund
Assets	Affiliated Mutual Funds		$577,731,061		$577,731,061		$—		$—

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

A-1

PACIFIC LIFE FUNDS

PL PORTFOLIO OPTIMIZATION MODERATE FUND

Schedule of Investments

September 30, 2014 (Unaudited)

PACIFIC LIFE FUNDS

PL PORTFOLIO OPTIMIZATION MODERATE-AGGRESSIVE FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Shares		Value
AFFILIATED MUTUAL FUNDS - 100.1%
PL Floating Rate Loan Fund ‘P’		6,535,220		$65,809,670
PL Inflation Managed Fund ‘P’		4,604,207		41,437,866
PL Managed Bond Fund ‘P’		24,008,939		264,098,331
PL Short Duration Bond Fund ‘P’		10,484,238		105,785,966
PL Emerging Markets Debt Fund ‘P’		8,158,422		79,544,616
PL Comstock Fund ‘P’		6,178,906		114,556,913
PL Growth Fund ‘P’		2,925,562		52,689,364
PL Large-Cap Growth Fund ‘P’		6,626,475		71,565,931
PL Large-Cap Value Fund ‘P’		8,378,444		146,957,911
PL Main Street Core Fund ‘P’		6,294,682		99,141,236
PL Mid-Cap Equity Fund ‘P’		5,048,904		64,726,949
PL Mid-Cap Growth Fund ‘P’		3,985,198		32,798,180
PL Small-Cap Growth Fund ‘P’		1,699,583		24,830,914
PL Small-Cap Value Fund ‘P’		3,603,615		46,486,631
PL Real Estate Fund ‘P’		1,011,112		14,924,011
PL Emerging Markets Fund ‘P’		4,070,447		62,481,354
PL International Large-Cap Fund ‘P’		6,157,216		112,369,199
PL International Value Fund ‘P’		6,366,572		63,283,723
PL Currency Strategies Fund ‘P’		8,395,362		84,457,339
PL Global Absolute Return Fund ‘P’		6,645,707		67,453,928
PL Precious Metals Fund ‘P’		2,460,689		13,238,505
Total Affiliated Mutual Funds (Cost $1,343,572,825)				1,628,638,537
TOTAL INVESTMENTS - 100.1% (Cost $1,343,572,825)				1,628,638,537
OTHER ASSETS & LIABILITIES, NET - (0.1%)				(2,067,254	)
NET ASSETS - 100.0%				$1,626,571,283

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Affiliated Equity Funds	61.7%
Affiliated Fixed Income Funds	38.4%
	100.1%
Other Assets & Liabilities, Net	(0.1%	)
	100.0%

	Shares		Value
AFFILIATED MUTUAL FUNDS - 100.1%
PL Inflation Managed Fund ‘P’		1,808,532		$16,276,785
PL Managed Bond Fund ‘P’		8,245,367		90,699,040
PL Short Duration Bond Fund ‘P’		2,233,062		22,531,597
PL Emerging Markets Debt Fund ‘P’		2,241,331		21,852,980
PL Comstock Fund ‘P’		4,530,209		83,990,078
PL Growth Fund ‘P’		2,516,970		45,330,631
PL Large-Cap Growth Fund ‘P’		6,143,868		66,353,778
PL Large-Cap Value Fund ‘P’		5,752,152		100,892,749
PL Main Street Core Fund ‘P’		5,746,660		90,509,889
PL Mid-Cap Equity Fund ‘P’		6,859,587		87,939,905
PL Mid-Cap Growth Fund ‘P’		3,420,109		28,147,498
PL Small-Cap Growth Fund ‘P’		2,335,469		34,121,209
PL Small-Cap Value Fund ‘P’		4,362,393		56,274,868
PL Real Estate Fund ‘P’		1,424,962		21,032,437
PL Emerging Markets Fund ‘P’		4,181,773		64,190,214
PL International Large-Cap Fund ‘P’		5,434,126		99,172,802
PL International Value Fund ‘P’		6,553,125		65,138,063
PL Currency Strategies Fund ‘P’		5,764,178		57,987,635
PL Global Absolute Return Fund ‘P’		4,567,626		46,361,404
PL Precious Metals Fund ‘P’		2,390,093		12,858,703
Total Affiliated Mutual Funds (Cost $867,949,619)				1,111,662,265
TOTAL INVESTMENTS - 100.1% (Cost $867,949,619)				1,111,662,265
OTHER ASSETS & LIABILITIES, NET - (0.1%)				(604,519	)
NET ASSETS - 100.0%				$1,111,057,746

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Affiliated Equity Funds	82.3%
Affiliated Fixed Income Funds	17.8%
	100.1%
Other Assets & Liabilities, Net	(0.1%	)
	100.0%

(b) The funds’ investments are affiliated mutual funds (See Note 6C in Notes to Financial Statements).

(c) Fair Value Measurements

The following is a summary of the funds’ investments as categorized under the three-tier hierarchy of inputs used in valuing the funds’ assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
PL Portfolio Optimization Moderate Fund
Assets	Affiliated Mutual Funds		$1,628,638,537		$1,628,638,537		$—		$—
PL Portfolio Optimization Moderate-Aggressive Fund
Assets	Affiliated Mutual Funds		$1,111,662,265		$1,111,662,265		$—		$—

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

A-2

PACIFIC LIFE FUNDS

PL PORTFOLIO OPTIMIZATION AGGRESSIVE FUND

Schedule of Investments

September 30, 2014 (Unaudited)

PACIFIC LIFE FUNDS

PL DIVERSIFIED ALTERNATIVES FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Shares		Value
AFFILIATED MUTUAL FUNDS - 99.9%
PL Managed Bond Fund ‘P’		921,107		$10,132,180
PL Emerging Markets Debt Fund ‘P’		497,982		4,855,323
PL Comstock Fund ‘P’		1,314,573		24,372,188
PL Growth Fund ‘P’		722,950		13,020,329
PL Large-Cap Growth Fund ‘P’		1,833,058		19,797,026
PL Large-Cap Value Fund ‘P’		1,670,710		29,304,260
PL Main Street Core Fund ‘P’		1,872,541		29,492,520
PL Mid-Cap Equity Fund ‘P’		2,111,982		27,075,614
PL Mid-Cap Growth Fund ‘P’		1,383,785		11,388,551
PL Small-Cap Growth Fund ‘P’		894,538		13,069,198
PL Small-Cap Value Fund ‘P’		1,674,067		21,595,468
PL Real Estate Fund ‘P’		621,224		9,169,264
PL Emerging Markets Fund ‘P’		1,420,170		21,799,613
PL International Large-Cap Fund ‘P’		1,582,407		28,878,924
PL International Value Fund ‘P’		2,073,553		20,611,113
PL Currency Strategies Fund ‘P’		1,664,185		16,741,699
PL Global Absolute Return Fund ‘P’		1,326,474		13,463,705
PL Precious Metals Fund ‘P’		1,202,613		6,470,059
Total Affiliated Mutual Funds (Cost $231,881,618)				321,237,034
TOTAL INVESTMENTS - 99.9% (Cost $231,881,618)				321,237,034
OTHER ASSETS & LIABILITIES, NET - 0.1%				332,378
NET ASSETS - 100.0%				$321,569,412

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Affiliated Equity Funds	91.1%
Affiliated Fixed Income Funds	8.8%
	99.9%
Other Assets & Liabilities, Net	0.1%
	100.0%

	Shares		Value
AFFILIATED MUTUAL FUNDS - 99.1%
PL Floating Rate Income Fund ‘P’		41,488		$429,404
PL Inflation Managed Fund ‘P’		18,737		168,634
PL Emerging Markets Debt Fund ‘P’		42,629		415,635
PL Real Estate Fund ‘P’		12,523		184,847
PL Emerging Markets Fund ‘P’		19,982		306,730
PL Currency Strategies Fund ‘P’		87,623		881,490
PL Global Absolute Return Fund ‘P’		92,732		941,225
PL Precious Metals Fund ‘P’		15,371		82,695
Total Affiliated Mutual Funds (Cost $3,361,966)				3,410,660
TOTAL INVESTMENTS - 99.1% (Cost $3,361,966)				3,410,660
OTHER ASSETS & LIABILITIES, NET - 0.9%				30,245
NET ASSETS - 100.0%				$3,440,905

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Affiliated Fixed Income Funds	56.8%
Affiliated Equity Funds	42.3%
	99.1%
Other Assets & Liabilities, Net	0.9%
	100.0%

(b) The funds’ investments are affiliated mutual funds (See Note 6C in Notes to Financial Statements).

(c) Fair Value Measurements

The following is a summary of the funds’ investments as categorized under the three-tier hierarchy of inputs used in valuing the funds’ assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
PL Portfolio Optimization Aggressive Fund
Assets	Affiliated Mutual Funds		$321,237,034		$321,237,034		$—		$—
PL Diversified Alternatives Fund
Assets	Affiliated Mutual Funds		$3,410,660		$3,410,660		$—		$—

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

A-3

PACIFIC LIFE FUNDS

PL SHORT DURATION INCOME FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Principal Amount		Value
CORPORATE BONDS & NOTES - 77.4%
Consumer Discretionary - 10.5%
CBS Corp 2.300% due 08/15/19		$1,000,000		$987,801
Chrysler Group LLC 8.250% due 06/15/21		500,000		547,500
DIRECTV Holdings LLC
3.125% due 02/15/16		1,000,000		1,029,295
3.500% due 03/01/16		500,000		517,671
DISH DBS Corp
4.250% due 04/01/18		250,000		251,250
4.625% due 07/15/17		200,000		204,500
General Motors Co 3.500% due 10/02/18		1,000,000		1,021,250
GLP Capital LP 4.375% due 11/01/18		750,000		765,000
Kia Motors Corp (South Korea) 3.625% due 06/14/16 ~		1,000,000		1,038,345
Lennar Corp
4.125% due 12/01/18		750,000		746,250
4.500% due 06/15/19		500,000		496,875
NBCUniversal Enterprise Inc 0.919% due 04/15/18 § ~		1,500,000		1,516,400
Thomson Reuters Corp (Canada) 1.650% due 09/29/17		2,000,000		1,998,772
Toll Brothers Finance Corp 4.000% due 12/31/18		850,000		851,063
Viacom Inc 2.500% due 12/15/16		750,000		770,641
Wyndham Worldwide Corp 2.500% due 03/01/18		1,000,000		1,003,934
				13,746,547
Consumer Staples - 4.0%
Smithfield Foods Inc 5.250% due 08/01/18 ~		250,000		251,250
Suntory Holdings Ltd (Japan) 2.550% due 09/29/19 ~		1,250,000		1,250,119
Sysco Corp 2.350% due 10/02/19		2,000,000		2,003,609
Wm Wrigley Jr Co 2.400% due 10/21/18 ~		1,750,000		1,764,440
				5,269,418
Energy - 9.0%
Cameron International Corp 1.400% due 06/15/17		1,000,000		999,966
Chesapeake Energy Corp 3.484% due 04/15/19 §		1,500,000		1,503,750
Delek & Avner Tamar Bond Ltd (Israel) 2.803% due 12/30/16 ~		500,000		502,457
Harvest Operations Corp (Canada) 2.125% due 05/14/18 ~		500,000		497,720
Kinder Morgan Energy Partners LP 2.650% due 02/01/19		2,000,000		1,996,472
Korea National Oil Corp (South Korea) 3.125% due 04/03/17 ~		500,000		517,172
Linn Energy LLC 6.500% due 05/15/19		500,000		492,500
Nabors Industries Inc 2.350% due 09/15/16		750,000		766,678
Petrobras Global Finance BV (Netherlands) 3.000% due 01/15/19		1,000,000		976,510
Petroleos Mexicanos (Mexico) 3.125% due 01/23/19 ~		1,000,000		1,027,500
Spectra Energy Partners LP 2.950% due 09/25/18		1,500,000		1,544,727

	Principal Amount	Value
Transocean Inc (Cayman) 2.500% due 10/15/17	$500,000	$500,344
Whiting Petroleum Corp 5.000% due 03/15/19	500,000	513,750
		11,839,546
Financials - 29.6%
AerCap Ireland Capital Ltd (Ireland) 3.750% due 05/15/19 ~	350,000	339,937
American International Group Inc 2.375% due 08/24/15	1,000,000	1,015,093
American Tower Corp REIT 3.400% due 02/15/19	1,000,000	1,022,907
ARC Properties Operating Partnership LP REIT 2.000% due 02/06/17 ~	1,750,000	1,750,137
Bank of America Corp 1.105% due 04/01/19 §	1,000,000	1,006,371
Bank of America NA 5.300% due 03/15/17	1,000,000	1,084,109
Berkshire Hathaway Finance Corp 2.000% due 08/15/18	1,000,000	1,004,750
Berkshire Hathaway Inc 1.550% due 02/09/18	500,000	499,478
BioMed Realty LP REIT 2.625% due 05/01/19	500,000	497,366
Capital One Bank USA NA 2.250% due 02/13/19	1,000,000	992,254
Citigroup Inc
0.723% due 08/14/17 §	750,000	751,173
0.774% due 03/10/17 §	1,500,000	1,503,453
Export-Import Bank of Korea (South Korea)
0.984% due 01/14/17 §	500,000	503,336
1.250% due 11/20/15	500,000	502,663
Fifth Third Bank 1.150% due 11/18/16	500,000	500,610
Ford Motor Credit Co LLC 1.065% due 03/12/19 §	2,000,000	2,010,010
General Electric Capital Corp 0.945% due 04/02/18 §	1,000,000	1,012,279
General Motors Financial Co Inc 4.375% due 09/25/21	1,000,000	1,023,750
Hyundai Capital America 1.450% due 02/06/17 ~	500,000	499,882
Hyundai Capital Services Inc (South Korea) 1.034% due 03/18/17 ~ §	1,000,000	1,004,242
Jackson National Life Global Funding 2.300% due 04/16/19 ~	1,000,000	996,499
JPMorgan Chase & Co 1.625% due 05/15/18	1,500,000	1,480,563
Legg Mason Inc 2.700% due 07/15/19	400,000	401,723
Metropolitan Life Global Funding I 1.500% due 01/10/18 ~	750,000	744,484
Morgan Stanley 2.125% due 04/25/18	2,000,000	2,001,834
MUFG Union Bank NA 1.500% due 09/26/16	1,000,000	1,008,778
Ocwen Financial Corp 6.625% due 05/15/19 ~	350,000	338,625
PNC Bank NA 1.300% due 10/03/16	1,000,000	1,006,602
Royal Bank of Canada (Canada) 1.200% due 01/23/17	1,000,000	1,000,538
Senior Housing Properties Trust REIT 3.250% due 05/01/19	500,000	503,792
Synchrony Financial 3.000% due 08/15/19	2,000,000	2,007,252
The Bank of New York Mellon Corp 2.100% due 01/15/19	1,000,000	996,002
The Bank of Nova Scotia (Canada) 1.300% due 07/21/17	750,000	746,795

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

A-4

PACIFIC LIFE FUNDS

PL SHORT DURATION INCOME FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
The Goldman Sachs Group Inc 1.334% due 11/15/18 §		$1,500,000		$1,527,572
The Huntington National Bank
1.300% due 11/20/16		1,000,000		1,001,323
1.350% due 08/02/16		500,000		502,643
The Korea Development Bank (South Korea) 1.000% due 01/22/16		500,000		499,790
Voya Financial Inc 2.900% due 02/15/18		1,000,000		1,029,767
WEA Finance LLC 1.750% due 09/15/17 ~		2,500,000		2,505,648
				38,824,030
Health Care - 1.6%
CareFusion Corp 1.450% due 05/15/17		750,000		746,626
Mylan Inc 1.800% due 06/24/16		1,000,000		1,012,038
Valeant Pharmaceuticals International Inc (Canada) 6.750% due 08/15/18 ~		350,000		370,125
				2,128,789
Industrials - 8.9%
Air Lease Corp
2.125% due 01/15/18		1,000,000		995,000
3.375% due 01/15/19		1,500,000		1,526,249
British Airways Pass-Through Trust ‘B’ (United Kingdom) 5.625% due 12/20/21 ~		1,411,638		1,503,395
Delta Air Lines Pass-Through Trust ‘A’
4.750% due 11/07/21		896,792		965,217
4.950% due 11/23/20		725,101		775,061
ERAC USA Finance LLC
1.400% due 04/15/16 ~		750,000		755,543
2.350% due 10/15/19 ~		500,000		497,835
GATX Corp 2.500% due 03/15/19		500,000		501,005
International Lease Finance Corp 3.875% due 04/15/18		500,000		497,188
Owens Corning 9.000% due 06/15/19		500,000		611,395
Penske Truck Leasing Co LP 2.500% due 03/15/16 ~		1,000,000		1,020,639
United Airlines Pass-Through Trust ‘B’
4.625% due 03/03/24		1,000,000		995,000
4.750% due 10/11/23		750,000		759,000
United Continental Holdings Inc 6.375% due 06/01/18		250,000		262,500
				11,665,027
Information Technology - 2.5%
Arrow Electronics Inc 3.000% due 03/01/18		1,000,000		1,025,930
Fidelity National Information Services Inc 1.450% due 06/05/17		1,500,000		1,492,331
Sanmina Corp 4.375% due 06/01/19 ~		750,000		736,875
				3,255,136
Materials - 4.7%
Alphabet Holding Co Inc 7.750% PIK due 11/01/17		200,000		196,249
ArcelorMittal (Luxembourg) 6.125% due 06/01/18		750,000		796,875
Cliffs Natural Resources Inc 4.950% due 01/15/18		500,000		432,500
FMG Resources Property Ltd (Australia) 6.000% due 04/01/17 ~		500,000		505,313

	Principal Amount		Value
Freeport-McMoRan Inc 3.100% due 03/15/20		$1,500,000		$1,490,462
Glencore Funding LLC 2.500% due 01/15/19 ~		2,000,000		1,960,200
INEOS Group Holdings SA (Luxembourg) 6.125% due 08/15/18 ~		200,000		200,250
LyondellBasell Industries NV (Netherlands) 5.000% due 04/15/19		500,000		552,623
				6,134,472
Telecommunication Services - 2.6%
America Movil SAB de CV (Mexico) 1.235% due 09/12/16 §		1,000,000		1,011,663
AT&T Inc 0.800% due 12/01/15		500,000		500,740
Intelsat Jackson Holdings SA (Luxembourg) 7.250% due 10/15/20		250,000		264,375
Orange SA (France) 2.750% due 02/06/19		500,000		506,588
Verizon Communications Inc 1.984% due 09/14/18 §		1,000,000		1,054,423
				3,337,789
Utilities - 4.0%
AES Corp 3.234% due 06/01/19 §		500,000		493,750
Duke Energy Corp 1.625% due 08/15/17		1,000,000		1,004,719
PG&E Corp 2.400% due 03/01/19		500,000		501,207
The Dayton Power & Light Co 1.875% due 09/15/16		1,500,000		1,520,567
The Southern Co 1.300% due 08/15/17		750,000		746,932
TransAlta Corp (Canada) 1.900% due 06/03/17		1,000,000		1,000,868
				5,268,043
Total Corporate Bonds & Notes (Cost $101,206,680)				101,468,797
SENIOR LOAN NOTES - 17.0%
Consumer Discretionary - 5.4%
Charter Communications Operating LLC Term G due 09/10/21 µ		1,000,000		998,214
Hilton Worldwide 3.500% due 10/25/20 §		875,318		863,125
Interactive Data Corp 4.750% due 05/02/21 §		498,750		496,568
Las Vegas Sands LLC Term B due 12/18/20 µ		500,000		497,292
3.250% due 12/19/20 §		1,489,994		1,481,922
Leonardo Acquisition Corp (1st Lien) 4.250% due 01/29/21 §		497,500		491,281
PFS Holding Corp (1st Lien) 4.500% due 01/31/21 §		497,500		415,413
Seminole Tribe of Florida 3.000% due 04/29/20 §		895,000		891,365
Tribune Co 4.000% due 12/27/20 §		922,114		911,446
				7,046,626
Energy - 2.4%
Expro Finservices SARL due 08/16/21 µ		500,000		498,750
Paragon Offshore Finance Co 3.750% due 07/16/21 §		1,750,000		1,666,875
Samson Investment Co Tranche 1 (2nd Lien) 5.000% due 09/25/18 §		500,000		486,937
Seadrill Operating LP 4.000% due 02/21/21 §		496,250		472,855
				3,125,417

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

A-5

PACIFIC LIFE FUNDS

PL SHORT DURATION INCOME FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
Financials - 0.4%
Stockbridge/SBE Holdings LLC Tranche B 13.000% due 05/02/17 §		$465,000		$504,525
Health Care - 1.7%
Fresenius US Finance I Inc Tranche B 2.234% due 08/07/19 §		990,000		987,112
PharMEDium Healthcare Corp (1st Lien) 4.250% due 01/18/21 §		727,500		714,769
Valeant Pharmaceuticals International Inc Series E-1 Tranche B 3.750% due 08/05/20 §		597,147		590,962
				2,292,843
Industrials - 2.9%
Accudyne Industries LLC 4.000% due 12/13/19 §		471,362		463,850
Bombardier Recreational Products Inc Term B (Canada) 4.000% due 01/30/19 §		250,000		246,093
Gates Global Inc
4.250% due 07/05/21 §		500,000		492,322
Term B
due 07/05/21 µ		500,000		492,322
Husky Injection Molding Systems Ltd 4.250% due 06/30/21 §		747,148		738,369
MRC Global 5.520% due 11/08/19 §		396,000		396,248
Rexnord LLC Term B 4.000% due 08/21/20 §		498,740		491,675
Sensata Technologies BV Term B 3.250% due 05/10/18 §		495,000		492,878
				3,813,757
Information Technology - 1.4%
Activision Blizzard Inc 3.250% due 10/12/20 §		847,500		846,676
Avago Technologies Cayman Ltd 3.750% due 05/06/21 §		498,750		494,876
Infor (US) Inc Tranche B-5 3.750% due 06/03/20 §		485,318		474,944
				1,816,496
Materials - 2.3%
BWAY Intermediate Co Inc 5.500% due 08/14/20 §		748,125		749,995
FMG Resources Property Ltd 3.750% due 06/30/19 §		1,978,778		1,940,851
NewPage Corp Term B 9.500% due 02/11/21 §		300,000		301,000
				2,991,846
Telecommunication Services - 0.5%
Windstream Corp Tranche B-5 3.500% due 08/26/19 §		735,684		728,475
Total Senior Loan Notes (Cost $22,683,295)				22,319,985

	Principal Amount		Value
MORTGAGE-BACKED SECURITIES - 0.2%
Collateralized Mortgage Obligations - Commercial - 0.2%
Hilton USA Trust 2.056% due 11/05/30 " § ~		$250,000		$250,351
Total Mortgage-Backed Securities (Cost $250,000)				250,351
ASSET-BACKED SECURITIES - 1.1%
Carlyle Global Market Strategies CLO Ltd 2.334% due 07/27/26 " § ~		500,000		494,061
Madison Park Funding VIII Ltd 2.431% due 04/22/22 " § ~		500,000		497,994
Race Point VI CLO Ltd 2.384% due 05/24/23 " § ~		500,000		499,484
				1,491,539
Total Asset-Backed Securities (Cost $1,500,000)				1,491,539
U.S. TREASURY OBLIGATIONS - 0.5%
U.S. Treasury Notes - 0.5%
0.250% due 02/28/15		500,000		500,449
0.875% due 11/30/16		175,000		175,649
				676,098
Total U.S. Treasury Obligations (Cost $675,242)				676,098
	Shares
SHORT-TERM INVESTMENT - 7.1%
Money Market Fund - 7.1%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		9,232,377		9,232,377
Total Short-Term Investment (Cost $9,232,377)				9,232,377
TOTAL INVESTMENTS - 103.3% (Cost $135,547,594)				135,439,147
OTHER ASSETS & LIABILITIES, Net - (3.3%)				(4,338,408	)
NET ASSETS - 100.0%				$131,100,739

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Corporate Bonds & Notes	77.4%
Senior Loan Notes	17.0%
Short-Term Investment	7.1%
Others (each less than 3.0%)	1.8%
	103.3%
Other Assets & Liabilities, Net	(3.3%	)
	100.0%

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

A-6

PACIFIC LIFE FUNDS

PL SHORT DURATION INCOME FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

(b) Fair Value Measurements

The following is a summary of the fund's investments as categorized under the three-tier hierarchy of inputs used in valuing the fund's assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$101,468,797		$—		$99,714,797		$1,754,000
	Senior Loan Notes		22,319,985		—		21,904,572		415,413
	Mortgage-Backed Securities		250,351		—		250,351		—
	Asset-Backed Securities		1,491,539		—		1,491,539		—
	U.S. Treasury Obligations		676,098		—		676,098		—
	Short-Term Investment		9,232,377		9,232,377		—		—
	Total		$135,439,147		$9,232,377		$124,037,357		$2,169,413

The following is a reconciliation of investments for significant unobservable inputs (Level 3) used in valuing the fund's assets and liabilities (See Note 3D in Notes to Financial Statements) for the six-month period ended September 30, 2014:

	Corporate Bonds & Notes			Senior Loan Notes		Total
Value, Beginning of Period		$—			$—		$—
Purchases		1,000,000			—		1,000,000
Sales (Includes Paydowns)		—			—		—
Accrued Discounts (Premiums)		—			—		—
Net Realized Gains (Losses)		—			—		—
Change in Net Unrealized Appreciation (Depreciation)		(5,000	)		—		(5,000	)
Transfers In		759,000			415,413		1,174,413
Transfers Out		—			—		—
Value, End of Period		$1,754,000			$415,413		$2,169,413
Change in Net Unrealized Appreciation (Depreciation) on Level 3 Investments Held at the End of Period, if Applicable		($5,000	)		$—		($5,000	)

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

During the six-month period ended September 30, 2014, investments with a total aggregate value of $1,174,413 were transferred from Level 2 to Level 3 due to the use of a vendor-priced single broker quote versus the pricing vendor using evaluated pricing of the investment.

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

A-7

PACIFIC LIFE FUNDS

PL INCOME FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Principal Amount		Value
CORPORATE BONDS & NOTES - 63.6%
Consumer Discretionary - 8.1%
CBS Corp 2.300% due 08/15/19		$2,000,000		$1,975,597
Cedar Fair LP 5.250% due 03/15/21		3,000,000		2,970,000
Ford Motor Co 4.750% due 01/15/43		1,500,000		1,507,080
General Motors Co 6.250% due 10/02/43		1,150,000		1,351,250
GLP Capital LP 4.875% due 11/01/20		3,250,000		3,330,243
Kia Motors Corp (South Korea) 3.625% due 06/14/16 ~		1,500,000		1,557,519
Lennar Corp 4.500% due 06/15/19		3,000,000		2,981,250
MDC Holdings Inc 6.000% due 01/15/43		2,500,000		2,300,000
MGM Resorts International 6.750% due 10/01/20		3,000,000		3,202,500
Pinnacle Entertainment Inc 6.375% due 08/01/21		1,500,000		1,575,000
Signet UK Finance PLC (United Kingdom) 4.700% due 06/15/24		3,000,000		3,023,172
Six Flags Entertainment Corp 5.250% due 01/15/21 ~		2,500,000		2,437,500
Standard Pacific Corp 6.250% due 12/15/21		2,500,000		2,559,375
Virgin Media Secured Finance PLC (United Kingdom) 5.375% due 04/15/21 ~		3,500,000		3,543,750
Wyndham Worldwide Corp 2.950% due 03/01/17		4,000,000		4,111,228
				38,425,464
Consumer Staples - 1.9%
Reynolds Group Issuer Inc 5.750% due 10/15/20		6,000,000		6,135,000
Tyson Foods Inc 3.950% due 08/15/24		2,800,000		2,811,281
				8,946,281
Energy - 7.2%
Chesapeake Energy Corp 3.484% due 04/15/19 §		400,000		401,000
Cimarex Energy Co 5.875% due 05/01/22		1,500,000		1,620,000
Harvest Operations Corp (Canada) 2.125% due 05/14/18 ~		1,500,000		1,493,160
Kinder Morgan Energy Partners LP 4.250% due 09/01/24		4,000,000		3,965,108
Korea National Oil Corp (South Korea) 3.125% due 04/03/17 ~		3,000,000		3,103,029
Linn Energy LLC 6.500% due 05/15/19		3,000,000		2,955,000
Petrobras Global Finance BV (Netherlands) 4.375% due 05/20/23		3,000,000		2,818,590
Petrobras International Finance Co SA (Luxembourg) 5.375% due 01/27/21		3,000,000		3,044,700
Sabine Pass Liquefaction LLC 5.625% due 02/01/21		2,250,000		2,323,125
Samson Investment Co 9.750% due 02/15/20		2,000,000		1,825,000

	Principal Amount		Value
The Williams Cos Inc
3.700% due 01/15/23	$	5,000,000		$ 4,732,605
4.550% due 06/24/24		1,950,000		1,933,378
Transocean Inc (Cayman) 2.500% due 10/15/17		3,500,000		3,502,415
				33,717,110
Financials - 18.5%
AerCap Ireland Capital Ltd (Ireland) 3.750% due 05/15/19 ~		2,150,000		2,088,188
5.000% due 10/01/21 ~		400,000		399,000
Alexandria Real Estate Equities Inc REIT 2.750% due 01/15/20		1,750,000		1,736,513
American Tower Corp REIT 5.000% due 02/15/24		2,000,000		2,100,738
ARC Properties Operating Partnership LP REIT 2.000% due 02/06/17 ~		1,750,000		1,750,137
Bank of America Corp 4.200% due 08/26/24		4,000,000		3,964,972
Bank of America NA 5.300% due 03/15/17		7,200,000		7,805,585
BioMed Realty LP REIT 2.625% due 05/01/19		1,000,000		994,731
Carlyle Holdings Finance LLC 3.875% due 02/01/23 ~		3,000,000		3,085,104
CBL & Associates LP REIT 5.250% due 12/01/23		3,000,000		3,227,685
Columbia Property Trust Operating Partnership LP REIT 5.875% due 04/01/18		750,000		788,177
Duke Realty LP REIT 4.375% due 06/15/22		5,250,000		5,489,594
Ford Motor Credit Co LLC 4.250% due 09/20/22		5,000,000		5,274,925
General Motors Financial Co Inc 4.375% due 09/25/21		3,000,000		3,071,250
Genworth Holdings Inc 4.900% due 08/15/23		2,600,000		2,684,976
JPMorgan Chase & Co 3.875% due 09/10/24		2,000,000		1,959,666
Kilroy Realty LP REIT 3.800% due 01/15/23		5,000,000		5,017,435
Kimco Realty Corp REIT 3.200% due 05/01/21		1,000,000		999,331
Legg Mason Inc 2.700% due 07/15/19		1,650,000		1,657,105
Liberty Mutual Group Inc 4.950% due 05/01/22 ~		4,500,000		4,853,462
Morgan Stanley
2.375% due 07/23/19		3,000,000		2,953,884
5.000% due 11/24/25		2,000,000		2,094,952
Neuberger Berman Group LLC 5.625% due 03/15/20 ~		1,000,000		1,045,000
Piedmont Operating Partnership LP REIT 4.450% due 03/15/24		3,100,000		3,166,018
Prudential Financial Inc 5.200% due 03/15/44 §		3,000,000		3,031,875
Raymond James Financial Inc 5.625% due 04/01/24		2,100,000		2,371,066
Senior Housing Properties Trust REIT 4.750% due 05/01/24		3,000,000		3,030,942
Synchrony Financial
3.750% due 08/15/21		1,500,000		1,515,104
4.250% due 08/15/24		1,500,000		1,502,424
Vornado Realty LP REIT 2.500% due 06/30/19		2,250,000		2,246,751
WEA Finance LLC 3.750% due 09/17/24 ~		3,000,000		2,998,926
Wells Fargo & Co 4.100% due 06/03/26		2,500,000		2,495,480
				87,400,996

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

A-8

PACIFIC LIFE FUNDS

PL INCOME FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
Health Care - 1.0%
CHS/Community Health Systems Inc 6.875% due 02/01/22 ~		$200,000		$209,500
HCA Inc 6.500% due 02/15/20		4,000,000		4,375,000
				4,584,500
Industrials - 13.3%
Air Canada Pass-Through Trust ‘A’ (Canada) 4.125% due 11/15/26 ~		2,440,382		2,488,458
Air Lease Corp
3.875% due 04/01/21		5,500,000		5,582,500
4.250% due 09/15/24		3,000,000		2,958,750
American Airlines Pass-Through Trust ‘B’ 4.375% due 10/01/22		950,000		965,438
BAE Systems Holdings Inc 4.750% due 10/07/44 ~		1,600,000		1,591,632
British Airways Pass-Through Trust ‘A’ (United Kingdom) 4.625% due 06/20/24 ~		2,957,584		3,153,672
British Airways Pass-Through Trust ‘B’ (United Kingdom) 5.625% due 12/20/21 ~		5,062,426		5,391,483
Continental Airlines Pass-Through Trust ‘A’ 4.000% due 04/29/26		3,400,734		3,439,162
Delta Air Lines Pass-Through Trust ‘A’
4.750% due 11/07/21		6,277,541		6,756,518
4.950% due 11/23/20		1,051,397		1,123,838
ERAC USA Finance LLC 3.850% due 11/15/24 ~		1,500,000		1,506,228
Hawaiian Airlines Pass-Through Certificates ‘A’ 3.900% due 01/15/26		2,000,000		1,989,600
International Lease Finance Corp 7.125% due 09/01/18 ~		2,000,000		2,255,000
Owens Corning 4.200% due 12/15/22		3,500,000		3,568,943
Penske Truck Leasing Co LP 4.250% due 01/17/23 ~		3,500,000		3,606,106
The ADT Corp 6.250% due 10/15/21		2,500,000		2,593,750
The Hertz Corp 6.750% due 04/15/19		2,000,000		2,075,000
United Airlines Pass-Through Trust ‘B’ 4.750% due 10/11/23		3,050,000		3,086,600
US Airways Pass-Through Trust ‘A’ 4.625% due 12/03/26		3,584,659		3,705,820
Valmont Industries Inc 5.250% due 10/01/54		2,000,000		1,960,872
Virgin Australia Trust (Australia) 5.000% due 04/23/25 ~		2,791,465		2,924,059
				62,723,429
Information Technology - 1.0%
Fidelity National Information Services Inc 3.875% due 06/05/24		2,500,000		2,505,068
NetApp Inc 3.375% due 06/15/21		2,200,000		2,217,006
				4,722,074
Materials - 8.1%
Alphabet Holding Co Inc 7.750% PIK due 11/01/17		2,200,000		2,158,750
ArcelorMittal (Luxembourg) 6.000% due 03/01/21		2,000,000		2,110,000
Fibria Overseas Finance Ltd (Cayman) 5.250% due 05/12/24		1,450,000		1,433,688
Freeport-McMoRan Inc 3.550% due 03/01/22		5,500,000		5,380,749

	Principal Amount		Value
Glencore Funding LLC
2.500% due 01/15/19 ~		$1,000,000		$980,100
4.125% due 05/30/23 ~		7,000,000		6,942,257
Reliance Steel & Aluminum Co 4.500% due 04/15/23		4,850,000		4,995,820
Samarco Mineracao SA (Brazil) 5.750% due 10/24/23 ~		3,000,000		3,091,500
Sealed Air Corp 8.375% due 09/15/21 ~		2,000,000		2,230,000
Southern Copper Corp 5.250% due 11/08/42		2,000,000		1,898,240
Tronox Finance LLC 6.375% due 08/15/20		2,500,000		2,525,000
Vale SA (Brazil) 5.625% due 09/11/42		2,000,000		1,966,838
Yamana Gold Inc (Canada) 4.950% due 07/15/24 ~		2,600,000		2,593,908
				38,306,850
Telecommunication Services - 3.1%
CC Holdings GS V LLC 3.849% due 04/15/23		3,350,000		3,301,981
Hughes Satellite Systems Corp 6.500% due 06/15/19		2,500,000		2,695,313
Qwest Corp 6.750% due 12/01/21		2,650,000		3,042,958
Verizon Communications Inc 5.150% due 09/15/23		5,000,000		5,534,285
				14,574,537
Utilities - 1.4%
American Transmission Systems Inc 5.000% due 09/01/44 ~		1,500,000		1,514,948
Jersey Central Power & Light Co 4.700% due 04/01/24 ~		3,000,000		3,191,568
NRG Energy Inc 6.625% due 03/15/23		2,000,000		2,075,000
				6,781,516
Total Corporate Bonds & Notes (Cost $296,349,727)				300,182,757
SENIOR LOAN NOTES - 21.2%
Consumer Discretionary - 6.0%
Caesars Entertainment Resort Properties LLC Term B 7.000% due 10/11/20 §		2,977,500		2,859,144
ClubCorp Club Operation Inc 4.000% due 07/24/20 §		1,421,014		1,415,685
Federal-Mogul Corp Tranche C 4.750% due 04/15/21 §		4,000,000		3,971,428
Hilton Worldwide 3.500% due 10/25/20 §		2,641,726		2,604,930
Interactive Data Corp 4.750% due 05/02/21 §		1,745,625		1,737,988
Las Vegas Sands LLC Term B 3.250% due 12/19/20 §		3,970,000		3,948,495
Leonardo Acquisition Corp (1st Lien) 4.250% due 01/29/21 §		1,492,500		1,473,844
Seminole Tribe of Florida 3.000% due 04/29/20 §		4,173,575		4,156,622
Spin Holdco Inc (1st Lien) 4.250% due 11/14/19 §		1,492,500		1,471,278
The Goodyear Tire & Rubber Co (2nd Lien) 4.750% due 04/30/19 §		2,000,000		2,003,438
Tribune Co 4.000% due 12/27/20 §		2,858,552		2,825,482
				28,468,334

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

A-9

PACIFIC LIFE FUNDS

PL INCOME FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
Consumer Staples - 1.8%
Albertson’s LLC Term B-2 4.750% due 03/21/19 §		$1,963,562		$1,959,706
BJ’s Wholesale Club Inc (1st Lien) 4.500% due 09/26/19 §		2,947,781		2,906,196
Smart & Final Inc (1st Lien) 4.750% due 11/15/19 §		1,662,246		1,655,320
Sprouts Farmers Markets Holdings LLC 4.000% due 04/28/20 §		1,949,667		1,941,950
				8,463,172
Energy - 1.9%
Expro Finance Luxembourg due 08/16/21 µ		1,750,000		1,745,625
Moxie Patriot LLC Term B-1 6.750% due 12/19/20 §		1,000,000		1,025,000
Paragon Offshore Finance Co 3.750% due 07/16/21 §		4,000,000		3,810,000
Samson Investment Co Tranche 1 (2nd Lien) 5.000% due 09/25/18 §		2,500,000		2,434,688
				9,015,313
Financials - 2.4%
Amwins Group (1st Lien) 5.000% due 09/06/19 §		2,969,818		2,969,818
First Data Corp 3.655% due 09/24/18 §		2,500,000		2,454,688
HUB International Ltd
4.250% due 10/02/20 §		2,975,050		2,920,199
Realogy Corp Term B 3.750% due 03/05/20 §		1,477,584		1,457,268
Stockbridge/SBE Holdings LLC Tranche B 13.000% due 05/02/17 §		1,450,000		1,573,250
				11,375,223
Health Care - 1.6%
Fresenius US Finance I Inc Tranche B 2.234% due 08/07/19 §		4,455,000		4,442,005
Valeant Pharmaceuticals International Series C-2 Tranche B 3.750% due 12/11/19 §		2,984,777		2,955,995
				7,398,000
Industrials - 3.2%
AlixPartners LLP Term B-2 (1st Lien) 4.000% due 07/10/20 §		1,955,299		1,930,858
Gates Global LLC 4.250% due 07/05/21 §		2,373,000		2,336,558
MRC Global 5.520% due 11/08/19 §		990,000		990,619
Rexnord LLC Term B 4.000% due 08/21/20 §		4,964,962		4,894,624
Sensata Technologies BV Term B 3.250% due 05/10/18 §		1,980,000		1,971,514
Transdigm Inc Tranche D 3.750% due 06/04/21 §		2,992,500		2,950,285
				15,074,458
Information Technology - 1.4%
Activision Blizzard Inc 3.250% due 10/12/20 §		2,542,500		2,540,029
Avago Technologies Cayman Ltd 3.750% due 05/06/21 §		2,992,500		2,969,254
Excelitas Technologies Corp Term B 6.000% due 11/02/20 §		979,500		980,724
				6,490,007

	Principal Amount		Value
Materials - 1.9%
BWAY Intermediate Co Inc 5.500% due 08/14/20 §		$2,992,500		$2,999,981
FMG Resources Property Ltd 3.750% due 06/30/19 §		5,922,681		5,809,161
				8,809,142
Telecommunication Services - 1.0%
Level 3 Financing Inc
Tranche B
4.000% due 01/15/20 §		2,500,000		2,458,985
Tranche B-III
4.000% due 08/02/19 §		2,500,000		2,459,765
				4,918,750
Total Senior Loan Notes (Cost $101,445,110)				100,012,399
MORTGAGE-BACKED SECURITIES - 0.3%
Collateralized Mortgage Obligations - Commercial - 0.3%
Hilton USA Trust 2.906% due 11/05/30 " § ~		1,500,000		1,502,349
Total Mortgage-Backed Securities (Cost $1,500,000)				1,502,349
ASSET-BACKED SECURITIES - 1.8%
Carlyle Global Market Strategies Ltd 2.334% due 07/27/26 " § ~		1,500,000		1,482,182
3.384% due 07/27/26 " § ~		1,500,000		1,490,983
Madison Park Funding VIII Ltd 2.431% due 04/22/22 " § ~		2,500,000		2,489,968
Race Point VI CLO Ltd 2.384% due 05/24/23 " § ~		1,500,000		1,498,453
3.344% due 05/24/23 " § ~		1,500,000		1,484,110
Total Asset-Backed Securities (Cost $8,488,750)				8,445,696
U.S. GOVERNMENT AGENCY ISSUES - 0.9%
Fannie Mae 1.875% due 09/18/18		4,000,000		4,043,172
Total U.S. Government Agency Issues (Cost $4,053,627)				4,043,172
U.S. TREASURY OBLIGATIONS - 6.4%
U.S. Treasury Bonds - 0.8%
3.125% due 02/15/43		4,000,000		3,943,752
U.S. Treasury Notes - 5.6%
0.250% due 02/28/15		5,000,000		5,004,490
0.375% due 04/15/15		5,000,000		5,008,790
0.375% due 06/30/15		5,000,000		5,011,815
0.625% due 10/15/16		2,000,000		1,999,376
0.625% due 02/15/17		3,000,000		2,987,694
0.750% due 03/15/17		3,000,000		2,994,726
1.375% due 07/31/18		2,500,000		2,490,820
1.375% due 09/30/18		1,000,000		994,102
				26,491,813
Total U.S. Treasury Obligations (Cost $30,021,162)				30,435,565

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

A-10

PACIFIC LIFE FUNDS

PL INCOME FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
FOREIGN GOVERNMENT BONDS & NOTES - 3.0%
Chile Government (Chile) 2.250% due 10/30/22		$4,000,000		$3,800,000
Mexico Government (Mexico)
3.500% due 01/21/21		1,000,000		1,016,202
3.625% due 03/15/22		2,000,000		2,038,000
Province of Ontario (Canada) 1.650% due 09/27/19		3,000,000		2,939,355
Republic of Korea (South Korea) 3.875% due 09/11/23		4,000,000		4,288,600
				14,082,157
Total Foreign Government Bonds & Notes (Cost $13,697,056)				14,082,157
	Shares
SHORT-TERM INVESTMENT - 2.2%
Money Market Fund - 2.2%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		10,304,601		10,304,601
Total Short-Term Investment (Cost $10,304,601)				10,304,601
TOTAL INVESTMENTS - 99.4% (Cost $465,860,033)				469,008,696
OTHER ASSETS & LIABILITIES, NET - 0.6%				2,916,340
NET ASSETS - 100.0%				$471,925,036

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Corporate Bonds & Notes	63.6%
Senior Loan Notes	21.2%
U.S. Treasury Obligations	6.4%
Other (each less than 3.0%)	8.2%
	99.4%
Other Assets & Liabilities, Net	0.6%
	100.0%

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$300,182,757		$—		$297,096,157		$3,086,600
	Senior Loan Notes		100,012,399		—		100,012,399		—
	Mortgage-Backed Securities		1,502,349		—		1,502,349		—
	Asset-Backed Securities		8,445,696		—		8,445,696		—
	U.S. Government Agency Issues		4,043,172		—		4,043,172		—
	U.S. Treasury Obligations		30,435,565		—		30,435,565		—
	Foreign Government Bonds & Notes		14,082,157		—		14,082,157		—
	Short-Term Investment		10,304,601		10,304,601		—		—
	Total		$469,008,696		$10,304,601		$455,617,495		$3,086,600

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

A-11

PACIFIC LIFE FUNDS

PL STRATEGIC INCOME FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Shares		Value
CONVERTIBLE PREFERRED STOCKS - 0.5%
Energy - 0.1%
Halcon Resources Corp 5.750% *		200		$163,299
Health Care - 0.4%
Amsurg Corp 5.250% *		4,875		521,381
Total Convertible Preferred Stocks (Cost $687,500)				684,680
COMMON STOCKS - 3.8%
Consumer Discretionary - 1.4%
Cedar Fair LP		7,400		349,798
Las Vegas Sands Corp		6,365		395,967
Lennar Corp ‘A’		5,425		210,653
MGM Resorts International *		12,640		287,939
Mohawk Industries Inc *		1,400		188,748
Six Flags Entertainment Corp		10,177		349,987
Standard Pacific Corp *		22,000		164,780
				1,947,872
Energy - 0.3%
Chesapeake Energy Corp		8,300		190,817
Halcon Resources Corp *		558		2,209
Kinder Morgan Inc		7,210		276,431
				469,457
Financials - 0.2%
Bank of America Corp		16,130		275,017
Industrials - 0.7%
Air Lease Corp		8,060		261,950
The ADT Corp		5,810		206,023
The Boeing Co		2,695		343,289
United Rentals Inc *		1,175		130,543
				941,805
Materials - 0.8%
Berry Plastics Group Inc *		13,480		340,235
Freeport-McMoRan Inc		3,100		101,215
Louisiana-Pacific Corp *		5,800		78,822
Reliance Steel & Aluminum Co		2,940		201,096
Rock-Tenn Co ‘A’		6,600		314,028
				1,035,396
Telecommunication Services - 0.3%
Intelsat SA (Luxembourg) *		4,680		80,215
Verizon Communications Inc		6,410		320,436
				400,651
Utilities - 0.1%
NRG Energy Inc		6,500		198,120
Total Common Stocks (Cost $5,177,239)				5,268,318
CLOSED-END MUTUAL FUNDS - 1.6%
Eaton Vance Senior Income Trust		75,130		489,096
First Trust Senior Floating Rate Income Fund II		36,183		490,641
Invesco Senior Income Trust		125,610		596,648
Voya Prime Rate Trust		109,720		603,460
				2,179,845
Total Closed-End Mutual Funds (Cost $2,241,454)				2,179,845

	Principal Amount		Value
CORPORATE BONDS & NOTES - 66.9%
Consumer Discretionary - 8.6%
24 Hour Holdings III LLC 8.000% due 06/01/22 ~		$650,000		$604,500
Beazer Homes USA Inc
5.750% due 06/15/19		1,040,000		988,000
7.250% due 02/01/23		400,000		400,000
7.500% due 09/15/21		650,000		664,625
Caesars Entertainment Operating Co Inc
9.000% due 02/15/20		250,000		194,375
11.250% due 06/01/17		100,000		77,625
Caesars Entertainment Resort Properties LLC
8.000% due 10/01/20 ~		100,000		99,187
11.000% due 10/01/21 ~		100,000		94,250
Caesars Growth Properties Holdings LLC 9.375% due 05/01/22 ~		300,000		263,625
CBS Outdoor Americas Capital LLC
5.250% due 02/15/22 ~		300,000		300,375
5.875% due 03/15/25 ~		300,000		302,250
CEC Entertainment Inc 8.000% due 02/15/22 ~		500,000		470,000
Cedar Fair LP 5.250% due 03/15/21		300,000		297,000
Greektown Holdings LLC 8.875% due 03/15/19 ~		400,000		400,000
iHeartCommunications Inc 10.000% due 01/15/18		100,000		84,178
Jo-Ann Stores LLC 8.125% due 03/15/19 ~		500,000		477,500
Landry’s Holdings II Inc 10.250% due 01/01/18 ~		250,000		258,750
Landry’s Inc 9.375% due 05/01/20 ~		100,000		106,250
MGM Resorts International 6.750% due 10/01/20		350,000		373,625
Michaels Stores Inc 5.875% due 12/15/20 ~		1,000,000		997,500
Mohawk Industries Inc 3.850% due 02/01/23		480,000		478,608
Neiman Marcus Group Ltd LLC
8.000% due 10/15/21 ~		50,000		52,250
8.750% PIK due 10/15/21 ~		400,000		423,000
NPC International Inc 10.500% due 01/15/20		400,000		419,000
Penn National Gaming Inc 5.875% due 11/01/21		450,000		416,250
Signet UK Finance PLC (United Kingdom) 4.700% due 06/15/24		650,000		655,021
The ServiceMaster Co 8.000% due 02/15/20		284,000		301,750
Wyndham Worldwide Corp
3.900% due 03/01/23		350,000		345,563
5.625% due 03/01/21		1,250,000		1,390,005
				11,935,062
Consumer Staples - 3.3%
Beverages & More Inc 10.000% due 11/15/18 ~		550,000		519,062
JBS Investments GmbH (Austria) 7.750% due 10/28/20 ~		700,000		747,250
JBS USA LLC 7.250% due 06/01/21 ~		250,000		263,750
Post Holdings Inc 6.000% due 12/15/22 ~		400,000		368,000

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

A-12

PACIFIC LIFE FUNDS

PL STRATEGIC INCOME FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
Reynolds Group Issuer Inc
8.250% due 02/15/21		$1,250,000		$1,328,125
9.875% due 08/15/19		700,000		756,875
The WhiteWave Foods Co 5.375% due 10/01/22		600,000		607,500
				4,590,562
Energy - 12.2%
American Energy-Woodford LLC 9.000% due 09/15/22 ~		150,000		139,875
American Energy-Permian Basin LLC 7.125% due 11/01/20 ~		1,000,000		920,000
Arch Coal Inc 7.250% due 10/01/20		550,000		301,125
Calumet Specialty Products Partners LP
6.500% due 04/15/21 ~		300,000		286,500
9.625% due 08/01/20		250,000		276,250
Chaparral Energy Inc 8.250% due 09/01/21		850,000		913,750
Crestwood Midstream Partners LP
6.000% due 12/15/20		750,000		759,375
6.125% due 03/01/22		250,000		251,875
Energy XXI Gulf Coast Inc
6.875% due 03/15/24 ~		350,000		329,875
7.500% due 12/15/21		250,000		246,250
Halcon Resources Corp
8.875% due 05/15/21		350,000		346,500
9.750% due 07/15/20		500,000		511,250
Hercules Offshore Inc
6.750% due 04/01/22 ~		150,000		117,562
7.500% due 10/01/21 ~		500,000		405,000
Hiland Partners LP
5.500% due 05/15/22 ~		50,000		48,750
7.250% due 10/01/20 ~		550,000		585,750
Kinder Morgan Energy Partners LP 4.250% due 09/01/24		1,500,000		1,486,916
Linn Energy LLC
6.500% due 05/15/19		750,000		738,750
6.500% due 09/15/21		200,000		196,000
MEG Energy Corp (Canada) 6.500% due 03/15/21 ~		1,000,000		1,030,000
Petrobras Global Finance BV (Netherlands) 4.875% due 03/17/20		500,000		507,853
Petrobras International Finance Co SA (Luxembourg) 5.375% due 01/27/21		500,000		507,450
Rowan Cos Inc 4.875% due 06/01/22		500,000		520,357
RSP Permian Inc 6.625% due 10/01/22 ~		100,000		100,750
Samson Investment Co 9.750% due 02/15/20		350,000		319,375
Sanchez Energy Corp
6.125% due 01/15/23 ~		150,000		149,085
7.750% due 06/15/21		500,000		537,500
SandRidge Energy Inc
7.500% due 03/15/21		350,000		343,000
8.750% due 01/15/20		500,000		515,000
Seadrill Ltd (Bermuda) 6.125% due 09/15/17 ~		550,000		550,688
Summit Midstream Holdings LLC 5.500% due 08/15/22		500,000		491,250
Tervita Corp (Canada)
8.000% due 11/15/18 ~		150,000		151,875
10.875% due 02/15/18 ~		250,000		250,938
The Williams Cos Inc
3.700% due 01/15/23		1,500,000		1,419,782
4.550% due 06/24/24		150,000		148,721
Transocean Inc (Cayman)
3.800% due 10/15/22		400,000		367,828
6.375% due 12/15/21		250,000		266,363
				17,039,168

	Principal Amount		Value
Financials - 9.4%
AerCap Ireland Capital Ltd (Ireland) 5.000% due 10/01/21 ~		$250,000		$249,375
Duke Realty LP REIT
3.875% due 02/15/21		1,000,000		1,031,494
4.375% due 06/15/22		250,000		261,409
Hockey Merger Sub 2 Inc 7.875% due 10/01/21 ~		550,000		565,812
Host Hotels & Resorts LP REIT
3.750% due 10/15/23		500,000		495,488
4.750% due 03/01/23		500,000		531,654
6.000% due 10/01/21		1,250,000		1,425,950
JPMorgan Chase & Co 3.875% due 09/10/24		1,100,000		1,077,816
Liberty Mutual Group Inc
4.250% due 06/15/23 ~		350,000		358,449
4.950% due 05/01/22 ~		750,000		808,910
Morgan Stanley 4.350% due 09/08/26		1,350,000		1,330,301
Nuveen Investments Inc 9.125% due 10/15/17 ~		450,000		483,750
Ocwen Financial Corp 6.625% due 05/15/19 ~		450,000		435,375
Prudential Financial Inc 5.200% due 03/15/44 §		550,000		555,844
Senior Housing Properties Trust REIT
4.750% due 05/01/24		500,000		505,157
6.750% due 04/15/20		1,000,000		1,140,457
6.750% due 12/15/21		250,000		288,939
Synchrony Financial 3.750% due 08/15/21		1,000,000		1,010,069
The Howard Hughes Corp 6.875% due 10/01/21 ~		500,000		518,750
				13,074,999
Health Care - 3.9%
CHS/Community Health Systems Inc
6.875% due 02/01/22 ~		400,000		419,000
7.125% due 07/15/20		400,000		424,000
8.000% due 11/15/19		250,000		267,550
DJO Finance LLC 7.750% due 04/15/18		500,000		505,000
HCA Inc 6.500% due 02/15/20		1,500,000		1,640,625
Jaguar Holding Co I 9.375% PIK due 10/15/17 ~		500,000		506,250
JLL/Delta Dutch Newco BV (Netherlands) 7.500% due 02/01/22 ~		350,000		354,813
Prospect Medical Holdings Inc 8.375% due 05/01/19 ~		500,000		539,375
Tenet Healthcare Corp
5.000% due 03/01/19 ~		250,000		247,500
6.000% due 10/01/20		50,000		53,000
8.000% due 08/01/20		50,000		52,875
8.125% due 04/01/22		400,000		440,000
				5,449,988
Industrials - 10.6%
AAF Holdings LLC 12.000% PIK due 07/01/19 ~		475,000		477,375
Air Lease Corp
4.250% due 09/15/24		1,000,000		986,250
4.750% due 03/01/20		1,550,000		1,650,750
BAE Systems Holdings Inc 4.750% due 10/07/44 ~		400,000		397,908
British Airways Pass-Through Trust ‘B’ (United Kingdom) 5.625% due 06/20/20 ~		1,508,992		1,607,077

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

A-13

PACIFIC LIFE FUNDS

PL STRATEGIC INCOME FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
BWAY Holding Co 9.125% due 08/15/21 ~		$750,000		$757,500
Ceridian LLC 8.125% due 11/15/17 ~		50,000		50,187
HD Supply Inc
7.500% due 07/15/20		500,000		521,250
11.500% due 07/15/20		1,000,000		1,156,250
International Lease Finance Corp 6.250% due 05/15/19		1,200,000		1,290,000
Modular Space Corp 10.250% due 01/31/19 ~		550,000		556,875
Nortek Inc 8.500% due 04/15/21		1,245,000		1,344,600
Owens Corning
4.200% due 12/15/22		500,000		509,849
9.000% due 06/15/19		700,000		855,953
Roofing Supply Group LLC 10.000% due 06/01/20 ~		250,000		265,000
The ADT Corp 6.250% due 10/15/21		500,000		518,750
TMS International Corp 7.625% due 10/15/21 ~		450,000		472,500
United Airlines Pass-Through Trust ‘B’
4.625% due 09/03/22		500,000		497,500
4.750% due 04/11/22		150,000		151,800
Valmont Industries Inc 5.250% due 10/01/54		750,000		735,327
				14,802,701
Information Technology - 0.7%
Blackboard Inc 7.750% due 11/15/19 ~		575,000		572,125
BMC Software Inc 7.250% due 06/01/18		100,000		99,000
Infor Software Parent LLC 7.125% PIK due 05/01/21 ~		300,000		298,500
				969,625
Materials - 13.9%
AK Steel Corp
7.625% due 05/15/20		1,250,000		1,240,625
7.625% due 10/01/21		300,000		291,000
8.375% due 04/01/22		400,000		402,000
ArcelorMittal (Luxembourg)
7.250% due 03/01/41		600,000		609,000
7.500% due 10/15/39		250,000		258,750
Ardagh Finance Holdings SA (Luxembourg) 8.625% PIK due 06/15/19 ~		700,000		707,000
Ardagh Packaging Finance PLC (Ireland)
6.250% due 01/31/19 ~		500,000		496,250
6.750% due 01/31/21 ~		500,000		501,250
7.000% due 11/15/20 ~		79,412		80,603
Berry Plastics Corp
5.500% due 05/15/22		350,000		337,313
9.750% due 01/15/21		830,000		923,375
Beverage Packaging Holdings Luxembourg II SA (Luxembourg) 6.000% due 06/15/17 ~		600,000		592,500
Cliffs Natural Resources Inc 4.950% due 01/15/18		350,000		302,750
Coveris Holdings SA (Luxembourg) 7.875% due 11/01/19 ~		500,000		525,000
Fibria Overseas Finance Ltd (Cayman) 5.250% due 05/12/24		500,000		494,375
FMG Resources Property Ltd (Australia)
6.875% due 02/01/18 ~		500,000		515,000
8.250% due 11/01/19 ~		750,000		778,125
Freeport-McMoRan Inc 3.550% due 03/01/22		500,000		489,159

	Principal Amount		Value
Glencore Finance Canada Ltd (Canada) 4.250% due 10/25/22 ~		$1,400,000		$1,405,743
Glencore Funding LLC 4.125% due 05/30/23 ~		1,250,000		1,239,689
Hexion U.S. Finance Corp 6.625% due 04/15/20		750,000		757,500
INEOS Group Holdings SA (Luxembourg) 5.875% due 02/01/19 ~		750,000		740,625
Mustang Merger Corp 8.500% due 08/15/21 ~		500,000		520,000
Reliance Steel & Aluminum Co 4.500% due 04/15/23		750,000		772,550
Samarco Mineracao SA (Brazil) 5.750% due 10/24/23 ~		500,000		515,250
Sappi Papier Holding GmbH (Austria)
7.750% due 07/15/17 ~		400,000		430,000
8.375% due 06/15/19 ~		350,000		378,875
Tronox Finance LLC 6.375% due 08/15/20		300,000		303,000
Vale Overseas Ltd (Cayman) 4.375% due 01/11/22		1,250,000		1,265,413
Wise Metals Group LLC 8.750% due 12/15/18 ~		600,000		643,500
Wise Metals Intermediate Holdings LLC 9.750% due 06/15/19 ~		150,000		159,562
Yamana Gold Inc (Canada) 4.950% due 07/15/24 ~		650,000		648,477
				19,324,259
Telecommunication Services - 3.8%
Digicel Group Ltd (Bermuda) 8.250% due 09/30/20 ~		750,000		776,325
Intelsat Jackson Holdings SA (Luxembourg) 6.625% due 12/15/22		250,000		255,000
Intelsat Luxembourg SA (Luxembourg) 7.750% due 06/01/21		1,600,000		1,638,000
Qwest Corp 6.750% due 12/01/21		850,000		976,043
Sprint Communications Inc 7.000% due 08/15/20		250,000		261,875
Sprint Corp 7.250% due 09/15/21 ~		1,350,000		1,409,062
				5,316,305
Utilities - 0.5%
NRG Energy Inc
6.250% due 07/15/22 ~		100,000		103,063
6.625% due 03/15/23		150,000		155,625
RJS Power Holdings LLC 5.125% due 07/15/19 ~		500,000		497,500
				756,188
Total Corporate Bonds & Notes (Cost $94,697,851)				93,258,857
SENIOR LOAN NOTES - 24.6%
Consumer Discretionary - 8.1%
Bombardier Recreational Products Inc Term B 4.000% due 01/30/19 §		750,000		738,277
Burlington Coat Factory Warehouse Corp Term B-3 4.250% due 08/13/21 §		1,000,000		993,329
CEC Entertainment Inc Term B 4.250% due 02/12/21 §		498,747		485,031
Charter Communications Operating LLC Term E 3.000% due 07/01/20 §		496,231		482,206
Clear Channel Communications Tranche D 6.906% due 01/30/19 §		500,000		478,281
ClubCorp Club Operations Inc 4.000% due 07/24/20 §		1,000,000		996,250

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

A-14

PACIFIC LIFE FUNDS

PL STRATEGIC INCOME FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
Federal Mogul Corp Tranche C 4.750% due 04/15/21 §		$750,000		$744,643
Las Vegas Sands LLC Term B due 12/18/20 µ		1,000,000		994,583
PFS Holding Corp (1st Lien) 4.500% due 01/31/21 §		248,750		207,706
Seminole Tribe of Florida 3.000% due 04/29/20 §		949,527		945,670
Spin Holdco Inc (1st Lien) 4.250% due 11/14/19 §		993,744		979,614
The Brickman Group Ltd LLC (2nd Lien) 7.500% due 12/17/21 §		750,000		741,875
The Neiman Marcus Group Inc 4.250% due 10/25/20 §		998,747		983,141
The Servicemaster Co LLC 4.250% due 07/01/21 §		750,000		740,035
Tribune Co 4.000% due 12/27/20 §		783,797		774,729
				11,285,370
Consumer Staples - 1.4%
Albertson’s LLC Term B-2 4.750% due 03/21/19 §		346,511		345,830
Term B-4 4.500% due 08/25/21 §		500,000		498,073
BJ’s Wholesale Club Inc (2nd Lien) 8.500% due 03/26/20 §		250,000		252,656
New Albertsons Inc Term B 4.750% due 06/27/21 §		250,000		246,531
Reddy Ice Corp Term B (1st Lien) 6.750% due 05/01/19 §		593,487		563,813
				1,906,903
Energy - 3.2%
American Energy-Marcellus LLC (2nd Lien) 8.500% due 08/04/21 §		750,000		746,719
Expro Finservices SARL due 08/16/21 µ		500,000		498,750
HGIM Corp Term B 5.500% due 06/18/20 §		744,987		734,977
Paragon Offshore Finance Co 3.750% due 07/16/21 §		1,000,000		952,500
Samson Investment Co Tranche 1 (2nd Lien) 5.000% due 09/25/18 §		1,250,000		1,217,344
Seadrill Operating LP 4.000% due 02/21/21 §		248,747		237,020
				4,387,310
Financials - 1.0%
Nuveen Investments Inc Tranche B (1st Lien) 4.157% due 05/13/17 §		750,000		748,907
ROC Finance LLC Term B 5.000% due 06/20/19 §		496,241		478,252
Stockbridge/SBE Holdings LLC Tranche B 13.000% due 05/02/17 §		175,000		189,875
				1,417,034
Health Care - 2.1%
CHS/Community Health Systems Inc Term D 4.250% due 01/27/21 §		397,000		396,330
Iasis Healthcare LLC Term B-2 4.500% due 05/03/18 §		343,875		343,230
JLL/Delta Dutch Newco BV (Netherlands) 4.250% due 03/11/21 §		249,375		244,833
Ortho-Clinical Diagnostics Holdings SARL (Luxembourg)  4.750% due 06/30/21 §		748,125		740,995

	Principal Amount		Value
PharMEDium Healthcare Corp (1st Lien) 4.250% due 01/28/21 §		$485,000		$476,512
Surgery Center Holdings Inc due 07/22/22 µ		750,000		748,125
				2,950,025
Industrials - 3.4%
Doosan Infracore International Inc Tranche B 4.500% due 05/28/21 §		748,125		749,995
Gates Global LLC
due 07/05/21 µ		250,000		246,161
4.250% due 07/05/21 §		750,000		738,482
GYP Holdings III Corp (1st Lien) 4.750% due 04/01/21 §		1,248,125		1,235,644
Husky Injection Molding Systems Ltd 4.250% due 06/30/21 §		498,099		492,246
MRC Global 5.520% due 11/08/19 §		346,500		346,717
Ply Gem Industries Inc 4.000% due 02/01/21 §		497,500		489,623
Sensata Technologies BV Term B 3.250% due 05/10/18 §		495,000		492,878
				4,791,746
Information Technology - 2.2%
Activision Blizzard 3.250% due 10/12/20 §		923,750		922,852
Avago Technologies Cayman Ltd 3.750% due 05/06/21 §		997,500		989,751
BMC Software Finance Inc 5.000% due 09/10/20 §		239,444		235,962
Infor Inc Tranche B-5 3.750% due 06/03/20 §		986,611		965,522
				3,114,087
Materials - 3.2%
BWAY Intermediate Co Inc due 08/14/20 µ		1,000,000		1,002,500
FMG Resources Property Ltd 3.750% due 06/30/19 §		1,241,861		1,218,058
Mauser Holding GmbH (2nd Lien) 8.250% due 07/31/22 §		250,000		248,125
Ranpak Corp (2nd Lien) 8.500% due 04/23/20 §		250,000		255,313
Tronox Inc Term B (Netherlands) 4.000% due 03/19/20 §		745,198		740,955
Univar Inc Term B 5.000% due 06/30/17 §		993,561		985,074
				4,450,025
Total Senior Loan Notes (Cost $34,757,670)				34,302,500
MORTGAGE-BACKED SECURITIES - 0.2%
Collateralized Mortgage Obligations - Commercial - 0.2%
Hilton USA Trust 2.902% due 11/05/30 " § ~		250,000		250,391
Total Mortgage-Backed Securities (Cost $250,000)				250,391

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

A-15

PACIFIC LIFE FUNDS

PL STRATEGIC INCOME FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
ASSET-BACKED SECURITIES - 1.1%
Financials - 1.1%
Carlyle Global Market Strategies CLO Ltd 3.384% due 07/27/26 " § ~		$750,000		$745,492
Race Point VI CLO Ltd 3.344% due 05/24/33 " § ~		750,000		742,055
				1,487,547
Total Asset-Backed Securities (Cost $1,494,375)				1,487,547
	Shares
SHORT-TERM INVESTMENT - 3.8%
Money Market Fund - 3.8%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		5,381,805		5,381,805
Total Short-Term Investment (Cost $5,381,805)				5,381,805
TOTAL INVESTMENTS - 102.5% (Cost $144,687,894)				142,813,943
OTHER ASSETS & LIABILITIES, Net - (2.5%)				(3,534,353	)
NET ASSETS - 100.0%				$139,279,590

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Corporate Bonds & Notes	66.9%
Senior Loan Notes	24.6%
Short-Term Investment	3.8%
Common Stocks	3.8%
Others (each less than 3.0%)	3.4%
	102.5%
Other Assets & Liabilities, Net	(2.5%)
	100.0%

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Convertible Preferred Stocks
	Energy		$163,299		$—		$163,299		$—
	Health Care		521,381		521,381		—		—
			684,680		521,381		163,299		—
	Common Stocks (1)		5,268,318		5,268,318		—		—
	Closed-End Mutual Funds		2,179,845		2,179,845		—		—
	Corporate Bonds & Notes		93,258,857		—		92,609,557		649,300
	Senior Loan Notes		34,302,500		—		34,094,794		207,706
	Mortgage-Backed Securities		250,391		—		250,391		—
	Asset-Backed Securities		1,487,547		—		1,487,547		—
	Short-Term Investment		5,381,805		5,381,805		—		—
	Total		$142,813,943		$13,351,349		$128,605,588		$857,006

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

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

A-16

PACIFIC LIFE FUNDS

PL FLOATING RATE INCOME FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Principal Amount		Value
CORPORATE BONDS & NOTES - 2.6%
Consumer Staples - 1.6%
Reynolds Group Issuer Inc
5.750% due 10/15/20		$13,750,000		$14,059,374
9.000% due 04/15/19		1,000,000		1,046,250
9.875% due 08/15/19		500,000		540,625
				15,646,249
Industrials - 0.3%
US Airways Pass-Through Trust ‘B’ 5.375% due 11/15/21		3,000,000		3,107,100
Materials - 0.3%
Hexion US Finance Corp 6.625% due 04/15/20		3,000,000		3,030,000
Telecommunication Services - 0.4%
Intelsat Luxembourg SA (Luxembourg) 7.750% due 06/01/21		3,000,000		3,071,250
8.125% due 06/01/23		1,000,000		1,047,500
				4,118,750
Total Corporate Bonds & Notes (Cost $25,796,683)				25,902,099
SENIOR LOAN NOTES - 97.3%
Consumer Discretionary - 28.9%
24 hour Fitness Worldwide 4.750% due 05/28/21 §		4,488,750		4,483,112
Advantage Sales & Marketing Inc (1st Lien)
3.580% due 07/23/21 §		80,645		79,360
4.250% due 07/23/21 §		4,838,710		4,761,595
Affinia Group Inc Tranche B-2 4.750% due 04/25/20 §		2,442,606		2,445,660
Burger King Worldwide Inc Term B due 09/24/21 µ		12,000,000		11,923,332
Burlington Coat Factory Warehouse Corp Term B-3 4.250% due 08/13/21 §		3,102,548		3,081,851
Caesars Entertainment Resort Properties LLC
Term B due 10/11/20 µ		3,000,000		2,880,750
7.000% due 10/11/20 §		16,872,500		16,201,818
Caesars Growth Properties Holdings LLC Term B (1st Lien) 6.250% due 05/08/21 §		4,488,750		4,265,435
CEC Entertainment Inc Term B 4.250% due 02/12/21 §		15,298,125		14,877,427
Charter Communications Term G 4.250% due 09/10/21 §		6,500,000		6,488,391
Clear Channel Communications Inc Tranche D 6.904% due 01/30/19 §		11,436,491		10,939,724
ClubCorp Club Operation Inc due 07/24/20 µ		7,000,000		6,973,750
4.000% due 07/24/20 §		11,591,636		11,548,167
CS Intermediate Holdco LLC 4.000% due 04/04/21 §		2,992,500		2,962,575
Federal-Mogul Corp Tranche C 4.750% due 04/15/21 §		13,500,000		13,403,570
Golden Nugget Inc
5.500% due 11/05/19 §		9,386,107		9,503,434
5.500% due 11/21/19 §		4,022,617		4,072,900
Interactive Data Corp 4.750% due 05/02/21 §		8,229,375		8,193,371

	Principal Amount		Value
Jo-Ann Stores LLC Term B 4.000% due 03/16/18 §		$ 7,949,634		$ 7,661,460
Leonardo Acquisition Corp (1st Lien) 4.250% due 01/29/21 §		13,167,500		13,002,906
Leslie’s Poolmart Inc Tranche B 4.250% due 10/16/19 §		11,074,441		10,936,010
Michaels Stores Inc 4.000% due 01/28/20 §		11,250,000		11,129,063
Midas Intermediate Holding Co due 09/01/22 µ		2,246,835		2,239,464
Nine West Holdings Inc
4.750% due 10/08/19 §		7,165,957		6,968,894
6.250% due 01/08/20 §		4,250,000		4,009,165
Oceania Cruises Inc Term B-1 5.250% due 07/02/20 §		11,673,041		11,702,223
PFS Holding Corp (1st Lien) 4.500% due 01/31/21 §		3,731,250		3,115,594
Pilot Travel Centers LLC due 09/21/21 µ		2,000,000		1,990,000
Playa Resorts Holding BV (Netherlands) 4.000% due 08/09/19 §		9,413,694		9,296,022
Scientific Games International Term B2 due 08/01/21 µ		1,500,000		1,470,938
Spin Holdco Inc (1st Lien) 4.250% due 11/14/19 §		13,393,806		13,203,360
The Brickman Group Ltd LLC (1st Lien) 4.000% due 12/18/20 §		6,467,418		6,347,952
(2nd Lien) 7.500% due 12/17/21 §		9,333,333		9,232,225
The Neiman Marcus Group Inc 4.250% due 10/25/20 §		16,876,444		16,612,749
The ServiceMaster Co 4.250% due 07/01/21 §		8,500,000		8,387,061
Tribune Co 4.000% due 12/27/20 §		6,749,179		6,671,098
Yonkers Racing Corp
(1st Lien)
4.250% due 08/20/19 §		3,871,032		3,503,284
(2nd Lien)
8.750% due 08/20/20 §		500,000		402,500
				286,968,190
Consumer Staples - 9.4%
Albertson’s LLC Term B-2 4.750% due 03/21/19 §		7,418,684		7,404,113
Term B-3 4.000% due 08/23/19 §		3,000,000		2,981,250
Term B-4 4.500% due 08/25/21 §		12,500,000		12,451,825
Ardent Medical Services Inc Term B 5.250% due 02/14/20 §		6,467,500		6,467,500
Arysta LifeScience SPC LLC
(1st Lien)
4.500% due 05/29/20 §		7,658,077		7,650,097
(2nd Lien)
8.250% due 11/30/20 §		3,500,000		3,536,460
BJ’s Wholesale Club Inc
(1st Lien)
4.500% due 09/26/19 §		1,970,134		1,942,342
(2nd Lien)
8.500% due 03/26/20 §		5,450,000		5,507,906
New Albertson’s Inc Term B 4.750% due 06/25/21 §		8,250,000		8,135,531
Performance Food Group Inc (2nd Lien) 6.250% due 11/14/19 §		4,937,500		4,943,672
Reddy Ice Corp Term B (1st Lien) 6.750% due 05/01/19 §		10,355,953		9,838,155

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

A-17

PACIFIC LIFE FUNDS

PL FLOATING RATE INCOME FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
Rite Aid Corp
Tranche 1 (2nd Lien)
5.750% due 08/21/20 §		$ 7,860,930		$ 7,986,218
Tranche 2
4.875% due 06/21/20 §		1,500,000		1,503,282
Smart & Final Inc (1st Lien)
4.750% due 11/15/19 §		6,427,672		6,400,887
US Foods Inc 4.500% due 03/31/19 §		6,912,500		6,893,062
				93,642,300
Energy - 8.2%
American Energy-Marcellus LLC (1st Lien) 5.250% due 08/04/20 §		3,500,000		3,479,585
Crestwood Holdings LLC Term B-1 7.000% due 06/19/19 §		6,386,728		6,469,225
Drillships Ocean Ventures Inc 5.500% due 07/25/21 §		3,750,000		3,625,781
Expro Finservices SARL due 08/16/21 µ		8,750,000		8,728,125
Fieldwood Energy LLC (2nd Lien) 8.375% due 09/30/20 §		7,200,000		7,239,002
HGIM Corp Term B 5.500% due 06/18/20 §		15,604,906		15,395,223
Moxie Liberty LLC Term B-1 7.500% due 08/21/20 §		1,500,000		1,537,500
Moxie Patriot LLC Term B-1 6.750% due 12/19/20 §		2,250,000		2,306,250
Paragon Offshore Finance Co 3.750% due 07/16/21 §		1,500,000		1,428,750
Samson Investment Co Tranche 1 (2nd Lien) 5.000% due 09/25/18 §		18,850,882		18,358,403
Seadrill Operating LP (Bermuda) 4.000% due 02/21/21 §		13,668,018		13,023,667
				81,591,511
Financials - 8.4%
Amwins Group (1st Lien) 5.000% due 09/06/19 §		9,863,487		9,863,487
First Data Corp
3.655% due 03/24/18 §		2,750,000		2,701,303
3.655% due 09/24/18 §		1,000,000		981,875
HUB International Ltd 4.250% due 10/02/20 §		15,092,280		14,814,023
Nuveen Investments Inc Tranche B
(1st Lien)
4.157% due 05/13/17 §		9,808,343		9,794,042
(2nd Lien)
6.500% due 02/28/19 §		9,500,000		9,535,625
RE/MAX LLC 4.000% due 07/31/20 §		6,238,517		6,203,425
Stockbridge/SBE Holdings LLC Tranche B 13.000% due 05/02/17 §		7,700,000		8,354,500
TransUnion LLC 4.000% due 04/09/21 §		5,223,750		5,154,102
USI Inc 4.250% due 12/27/19 §		16,401,782		16,135,254
				83,537,636
Health Care - 1.6%
Catalent Pharma Solutions Inc 4.500% due 05/20/21 §		4,987,500		4,980,822
CHS/Community Health Term D due 01/27/21 µ		5,000,000		4,991,565
Par Pharmaceutical Cos Inc Term B-2 4.000% due 09/30/19 §		5,136,762		5,050,079
PharMEDium Healthcare Corp (1st Lien) 4.250% due 01/28/21 §		1,256,995		1,234,998
				16,257,464

	Principal Amount		Value
Industrials - 25.3%
AlixPartners LLP (2nd Lien) due 06/28/23 µ		$ 750,000		$ 760,625
9.000% due 07/10/21 §		9,800,000		9,938,837
Term B-2 (1st Lien)
4.000% due 07/10/20 §		4,677,072		4,618,608
Allflex Holdings III Inc
(1st Lien)
4.250% due 07/17/20 §		6,682,500		6,636,558
(2nd Lien)
8.000% due 07/19/21 §		4,405,000		4,399,494
Allied Security Holdings LLC
(1st Lien)
4.250% due 02/12/21 §		3,305,625		3,261,551
(2nd Lien)
8.000% due 08/13/21 §		5,626,712		5,565,758
Apex Tool Group LLC 4.500% due 01/31/20 §		5,663,750		5,479,678
Atkore International (1st Lien) 4.500% due 04/09/21 §		4,488,750		4,462,567
(2nd Lien) 7.750% due 10/09/21 §		2,000,000		1,983,750
CAMP Systems
(1st Lien)
4.750% due 05/31/19 §		4,962,208		4,965,309
(2nd Lien)
8.250% due 11/29/19 §		500,000		505,313
Capital Safety North America Holdings Inc (1st Lien) 3.750% due 03/29/21 §		4,923,750		4,805,275
(2nd Lien) 6.500% due 03/28/22 §		3,000,000		2,958,750
Ceridian Corp Term B1 4.152% due 05/09/17 §		3,555,803		3,549,136
CPI International Inc Term B 4.250% due 11/17/17 §		1,990,000		1,975,905
Crosby US Acquisition Corp
(1st Lien)
3.750% due 11/23/20 §		5,947,538		5,709,636
(2nd Lien)
7.000% due 11/22/21 §		4,000,000		4,025,000
Doosan Infracore International Inc Tranche B 4.500% due 05/28/21 §		10,972,500		10,999,931
Gates Global Inc due 07/25/21 µ		4,750,000		4,677,054
4.250% due 07/25/21 §		13,000,000		12,800,359
GYP Holdings III Corp (1st Lien) 4.750% due 04/01/21 §		8,730,625		8,643,319
(2nd Lien) 7.750% due 04/01/22 §		3,500,000		3,517,500
Husky Injection Molding Systems Ltd 4.250% due 06/30/21 §		1,000,000		988,250
(2nd Lien) 7.250% due 06/30/22 §		1,250,000		1,228,125
Term B 4.250% due 06/30/21 §		3,731,939		3,688,089
LM US Member LLC
4.750% due 10/25/19 §		968,569		964,331
(1st Lien)
4.750% due 10/25/19 §		14,357,189		14,294,376
(2nd Lien)
8.250% due 10/26/20 §		8,125,000		8,135,156
Maxim Crane Works LP (2nd Lien) 10.250% due 11/26/18 §		10,643,529		10,869,704
MRC Global 5.520% due 11/08/19 §		9,751,500		9,757,595

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

A-18

PACIFIC LIFE FUNDS

PL FLOATING RATE INCOME FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
Neff Rental LLC (2nd Lien) 7.250% due 06/09/21 §		$ 4,500,000		$ 4,502,813
North American Lifting Holdings Inc
(1st Lien)
due 11/30/18 µ		750,000		753,750
5.500% due 11/27/20 §		6,751,543		6,785,300
(2nd Lien) 10.000% due 11/26/21 §		2,000,000		2,017,500
Ply Gem Industries Inc 4.000% due 02/21/21 §		12,580,531		12,381,344
Rexnord LLC Term B 4.000% due 08/21/20 §		14,146,776		13,946,358
Roofing Supply Group LLC 5.000% due 05/31/19 §		9,377,957		9,288,088
SRS Distribution Inc 4.750% due 09/01/19 §		4,446,225		4,453,174
Transdigm Inc Term C 3.750% due 02/28/20 §		11,355,528		11,187,852
Tranche D 3.750% due 06/04/21 §		6,483,750		6,392,284
WTG Holdings III Corp (1st Lien) 4.750% due 11/15/21 §		10,860,590		10,785,923
(2nd Lien) 8.500% due 11/15/22 §		3,250,000		3,245,938
				251,905,863
Information Technology - 1.7%
Applied Systems Inc (1st Lien) 4.250% due 01/25/21 §		496,250		491,784
(2nd Lien) 7.500% due 01/24/22 §		7,120,000		7,121,481
Excelitas Technologies Corp Term B 6.000% due 11/02/20 §		5,044,425		5,050,731
Kronos Worldwide Inc 4.750% due 02/18/20 §		4,477,500		4,477,500
				17,141,496
Materials - 11.1%
Ardagh Holdings USA Inc 4.000% due 12/17/19 §		17,275,095		17,037,563
Berry Plastic Corp Term E 3.750% due 01/06/21 §		9,082,213		8,893,003
BWAY Intermediate Co Inc due 08/14/20 µ		2,500,000		2,506,250
Term B 5.500% due 08/07/20 §		13,715,625		13,749,914
Emerald Performance Materials LLC (1st Lien) 4.500% due 07/30/21 §		4,000,000		3,966,668
(2nd Lien) 7.750% due 08/01/22 §		750,000		747,188
FMG Resources Property Ltd (Australia) 3.750% due 06/30/19 §		10,778,008		10,571,426
MacDermid Inc Tranche B (1st Lien) due 05/15/20 µ		1,500,000		1,481,250
Mauser Holding GmbH (1st Lien) 4.500% due 07/31/21 §		500,000		497,500
(2nd Lien) 8.250% due 07/31/22 §		2,000,000		1,985,000
NewPage Corp Term B 9.500% due 02/11/21 §		7,500,000		7,524,998
Nexeo Solutions LLC 5.000% due 09/08/17 §		1,496,124		1,490,514
Term B-2 5.000% due 09/08/17 §		1,741,117		1,728,058
Term B-3 5.000% due 09/08/17 §		7,567,813		7,501,594

	Principal Amount		Value
Quikrete Holdings Inc (2nd Lien) 7.000% due 03/26/21 §		$ 4,250,000		$ 4,289,844
Ranpak Corp
(1st Lien)
4.500% due 04/23/19 §		1,425,016		1,432,141
(2nd Lien)
due 09/16/22 µ		500,000		502,188
8.500% due 04/23/20 §		3,153,118		3,220,122
Univar Inc Term B due 06/30/17 µ		2,500,000		2,478,645
5.000% due 06/30/17 §		18,606,284		18,447,349
				110,051,215
Telecommunication Services - 2.0%
Intelsat Jackson Holdings SA Term B-2 3.750% due 06/30/19 §		5,005,406		4,935,541
Level 3 Financing Inc
Tranche B
4.000% due 01/15/20 §		11,300,000		11,114,612
Tranche B-III
4.000% due 08/01/19 §		3,500,000		3,443,671
				19,493,824
Utilities - 0.7%
Power Borrower LLC
(1st Lien)
4.250% due 05/06/20 §		5,084,909		4,995,277
(2nd Lien)
8.250% due 11/06/20 §		1,500,000		1,462,500
				6,457,777
Total Senior Loan Notes (Cost $978,968,036)				967,047,276
	Shares
SHORT-TERM INVESTMENT - 0.1%
Money Market Fund - 0.1%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		983,920		983,920
Total Short-Term Investment (Cost $983,920)				983,920
TOTAL INVESTMENTS - 100.0% (Cost $1,005,748,639)				993,933,295
OTHER ASSETS & LIABILITIES, NET - (0.0%)				(133,070	)
NET ASSETS - 100.0%				$993,800,225

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

A-19

PACIFIC LIFE FUNDS

PL FLOATING RATE INCOME FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Consumer Discretionary	28.9%
Industrials	25.6%
Materials	11.4%
Consumer Staples	11.0%
Financials	8.4%
Energy	8.2%
Others (each less than 3.0%)	6.5%
	100.0%
Other Assets & Liabilities, Net	(0.0%	)
	100.0%

(b) Pursuant to the terms of the following senior loan agreements, the fund had unfunded loan commitments of $332,342 or less than 0.1% of the net assets as of September 30, 2014, which could be extended at the option of the borrower:

Borrower	Unfunded Loan Commitments		Value		Unrealized Appreciation (Depreciation)
Advantage Sales & Marketing Inc		$80,444		$79,360		($1,084	)
Midas Intermediate Holding Co		251,898		252,650		752
		$332,342		$332,010		($332	)

(c) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014			Level 1 Quoted Price		Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$25,902,099			$—		$25,902,099			$—
	Senior Loan Notes		967,047,276			—		963,529,182			3,518,094
	Short-Term Investment		983,920			983,920		—			—
	Unfunded Loan Commitment		752			—		752			—
	Total Assets		993,934,047			983,920		989,432,033			3,518,094
Liabilities	Unfunded Loan Commitment		(1,084	)		—		(1,084	)		—
	Total Liabilities		(1,084	)		—		(1,084	)		—
	Total		$993,932,963			$983,920		$989,430,949			$3,518,094

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

A-20

PACIFIC LIFE FUNDS

PL LIMITED DURATION HIGH INCOME FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Principal Amount		Value
CORPORATE BONDS & NOTES - 42.0%
Consumer Discretionary - 7.3%
Beazer Homes USA Inc 5.750% due 06/15/19		$450,000		$427,500
Cablevision Systems Corp 8.625% due 09/15/17		150,000		167,062
Cequel Communications Holdings I LLC 6.375% due 09/15/20 ~		400,000		413,500
Chrysler Group LLC 8.250% due 06/15/21		250,000		273,750
iHeartCommunications Inc 10.000% due 01/15/18		400,000		336,712
Landry’s Inc 9.375% due 05/01/20 ~		150,000		159,375
Lennar Corp 4.500% due 06/15/19		300,000		298,125
Michaels FinCo Holdings LLC 7.500% PIK due 08/01/18 ~		80,000		81,800
NCL Corp Ltd (Bermuda) 5.000% due 02/15/18		150,000		152,250
NPC International Inc 10.500% due 01/15/20		350,000		366,625
The Ryland Group Inc 6.625% due 05/01/20		150,000		159,750
				2,836,449
Consumer Staples - 2.4%
Beverages & More Inc 10.000% due 11/15/18 ~		300,000		283,125
Reynolds Group Issuer Inc
8.250% due 02/15/21		250,000		265,625
9.875% due 08/15/19		200,000		216,250
Spectrum Brands Inc 6.750% due 03/15/20		150,000		156,750
				921,750
Energy - 4.9%
Chaparral Energy Inc 8.250% due 09/01/21		300,000		322,500
Halcon Resources Corp 9.750% due 07/15/20		200,000		204,500
Linn Energy LLC 6.500% due 05/15/19		350,000		344,750
Regency Energy Partners LP 6.500% due 07/15/21		150,000		158,250
Samson Investment Co 9.750% due 02/15/20		150,000		136,875
SandRidge Energy Inc 7.500% due 03/15/21		300,000		294,000
Seadrill Ltd (Bermuda) 6.125% due 09/15/17 ~		200,000		200,250
Tervita Corp (Canada) 8.000% due 11/15/18 ~		250,000		253,125
				1,914,250
Financials - 2.9%
E*TRADE Financial Corp 6.375% due 11/15/19		200,000		211,000
Jefferies Finance LLC 7.375% due 04/01/20 ~		200,000		205,500
Nuveen Investments Inc 9.125% due 10/15/17 ~		250,000		268,750
Ocwen Financial Corp 6.625% due 05/15/19 ~		450,000		435,375
				1,120,625

	Principal Amount		Value
Health Care - 4.0%
Biomet Inc 6.500% due 08/01/20		$150,000		$159,375
CHS/Community Health Systems Inc 7.125% due 07/15/20		350,000		371,000
DaVita HealthCare Partners Inc 5.750% due 08/15/22		150,000		156,000
DJO Finance LLC 7.750% due 04/15/18		150,000		151,500
Tenet Healthcare Corp
5.000% due 03/01/19 ~		500,000		495,000
8.000% due 08/01/20		200,000		211,500
				1,544,375
Industrials - 5.6%
BWAY Holding Co 9.125% due 08/15/21 ~		200,000		202,000
Ceridian LLC 8.125% due 11/15/17 ~		50,000		50,187
HD Supply Inc 11.500% due 07/15/20		300,000		346,875
Modular Space Corp 10.250% due 01/31/19 ~		300,000		303,750
Nortek Inc 8.500% due 04/15/21		250,000		270,000
Roofing Supply Group LLC 10.000% due 06/01/20 ~		150,000		159,000
The Hertz Corp 5.875% due 10/15/20		300,000		306,000
TransDigm Inc 5.500% due 10/15/20		250,000		243,750
United Airlines Pass-Through Trust ‘B’ 5.375% due 02/15/23		150,000		153,930
United Rentals North America Inc 7.375% due 05/15/20		150,000		160,125
				2,195,617
Information Technology - 3.1%
Advanced Micro Devices Inc 6.750% due 03/01/19		250,000		253,750
Blackboard Inc 7.750% due 11/15/19 ~		200,000		199,000
BMC Software Inc 7.250% due 06/01/18		100,000		99,000
NXP BV (Netherlands) 5.750% due 02/15/21 ~		150,000		153,000
Sanmina Corp 4.375% due 06/01/19 ~		500,000		491,250
				1,196,000
Materials - 7.1%
AK Steel Corp 7.625% due 05/15/20		250,000		248,125
Alphabet Holding Co Inc 7.750% PIK due 11/01/17		200,000		196,250
ArcelorMittal (Luxembourg) 10.350% due 06/01/19		150,000		183,563
Ardagh Finance Holdings SA (Luxembourg) 8.625% PIK due 06/15/19 ~		200,000		202,000
Ardagh Packaging Finance PLC (Ireland)
6.250% due 01/31/19 ~		200,000		198,500
9.125% due 10/15/20 ~		200,000		217,500
Coveris Holdings SA (Luxembourg) 7.875% due 11/01/19 ~		250,000		262,500
Hexion US Finance Corp 6.625% due 04/15/20		150,000		151,500
Novelis Inc (Canada) 8.750% due 12/15/20		250,000		268,438

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

A-21

PACIFIC LIFE FUNDS

PL LIMITED DURATION HIGH INCOME FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
Sappi Papier Holding GmbH 7.750% due 07/15/17 ~		$350,000		$376,250
Tronox Finance LLC 6.375% due 08/15/20		200,000		202,000
Wise Metals Group LLC 8.750% due 12/15/18 ~		250,000		268,125
				2,774,751
Telecommunication Services - 3.7%
CenturyLink Inc 5.625% due 04/01/20		150,000		155,288
Hughes Satellite Systems Corp 7.625% due 06/15/21		150,000		165,750
Intelsat Luxembourg SA (Luxembourg) 7.750% due 06/01/21		200,000		204,750
Level 3 Financing Inc 7.000% due 06/01/20		300,000		317,625
Sprint Communications Inc 9.000% due 11/15/18 ~		150,000		173,812
T-Mobile USA Inc 6.464% due 04/28/19		150,000		156,188
WaveDivision Escrow LLC 8.125% due 09/01/20 ~		250,000		271,563
				1,444,976
Utilities - 1.0%
GenOn Energy Inc 9.875% due 10/15/20		150,000		156,750
NRG Energy Inc 7.625% due 01/15/18		200,000		220,500
				377,250
Total Corporate Bonds & Notes (Cost $16,572,843)				16,326,043
SENIOR LOAN NOTES - 54.5%
Consumer Discretionary - 15.7%
Boyd Gaming Corp Term B 4.000% due 08/14/20 §		238,542		235,411
Caesars Entertainment Resort Properties LLC Term B 7.000% due 10/11/20 §		248,125		238,262
CCC Holdings Inc 4.000% due 07/24/20 §		500,000		498,125
CEC Entertainment Inc Term B 4.250% due 02/12/21 §		497,500		483,819
Charter Communications Operating LLC Term G due 09/10/21 µ		750,000		750,000
Leonardo Acquisition Corp (1st Lien) 4.250% due 01/29/21 §		497,500		491,281
Leslie’s Poolmart Inc Tranche B 4.250% due 10/16/19 §		496,833		490,622
National Vision Inc (1st Lien) 4.000% due 03/12/21 §		497,500		486,306
Nine West Holdings Inc 4.750% due 10/08/19 §		498,750		485,034
Oceania Cruises Inc Term B-1 5.250% due 07/02/20 §		185,629		186,093
Playa Resorts Holding BV 4.000% due 08/09/19 §		496,870		490,659
The Brickman Group Ltd LLC (2nd Lien) 7.500% due 12/17/21 §		300,000		296,750
The Neiman Marcus Group Inc 4.250% due 10/25/20 §		496,256		488,502
Tribune Co 4.000% due 12/27/20 §		230,528		227,861
Tropicana Entertainment (1st Lien) 4.000% due 11/18/20 §		247,500		243,169
				6,091,894

	Principal Amount		Value
Consumer Staples - 6.2%
Albertson’s LLC
Term B-2
4.750% due 03/21/19 §		$248,128		$247,641
Term B-4
4.500% due 08/25/21 §		500,000		498,073
BJ’s Wholesale Club Inc (2nd Lien) 8.500% due 03/26/20 §		250,000		252,656
Performance Food Group Inc (2nd Lien) 6.250% due 11/14/19 §		246,875		247,184
Reddy Ice Corp Term B (1st Lien) 6.750% due 05/01/19 §		495,605		470,824
Rite Aid Corp Tranche 2 4.875% due 06/21/21 §		250,000		250,547
Sprouts Farmers Markets Holdings LLC 4.000% due 04/23/20 §		181,424		180,706
US Foods Inc 4.500% due 03/31/19 §		246,875		246,181
				2,393,812
Energy - 6.3%
American Energy-Marcellus LLC (2nd Lien) 8.500% due 08/04/21 §		250,000		248,906
Crestwood Holdings LLC Term B-1 7.000% due 06/19/19 §		244,100		247,253
Fieldwood Energy LLC (2nd Lien) 8.375% due 09/30/20 §		750,000		754,063
HGIM Corp Term B 5.500% due 06/18/20 §		247,500		244,174
Samson Investment Co Tranche 1 (2nd Lien) 5.000% due 09/25/18 §		500,000		486,937
Seadrill Operating LP 4.000% due 02/21/21 §		496,250		472,855
				2,454,188
Financials - 5.1%
Amwins Group (1st Lien) 5.000% due 09/06/19 §		246,863		246,863
HUB International Ltd 4.250% due 10/02/20 §		247,506		242,943
RE/MAX LLC 4.000% due 07/31/20 §		231,056		229,757
SAM Finance Lux SARL (Luxembourg) 4.250% due 12/17/20 §		248,125		247,350
Stockbridge/SBE Holdings LLC Tranche B 13.000% due 05/02/17 §		650,000		705,250
USI Inc 4.250% due 12/27/19 §		297,000		292,174
				1,964,337
Health Care - 2.7%
Biomet Inc Term B-2 3.655% due 07/25/17 §		232,409		231,211
CHS/Community Health Systems Inc Term D 4.250% due 01/27/21 §		99,250		99,083
JLL/Delta Dutch Newco BV 4.250% due 03/11/21 §		249,375		244,833
Ortho-Clinical Diagnostics (Luxembourg) 4.750% due 06/30/21 §		498,750		493,996
				1,069,123
Industrials - 12.4%
Accudyne Industries LLC 4.000% due 12/13/19 §		724,512		712,966
AlixPartners LLP
Term B-2 (1st Lien)
4.000% due 07/10/20 §		246,875		243,789
(2nd Lien)
9.000% due 07/10/21 §		200,000		202,833

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

A-22

PACIFIC LIFE FUNDS

PL LIMITED DURATION HIGH INCOME FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
Bombardier Recreational Products Inc Term B 4.000% due 01/30/19 §		$500,000		$492,185
Ceridian Corp Term B-1 4.152% due 05/09/17 §		118,527		118,304
Crosby US Acquisition Corp (1st Lien) 3.750% due 11/23/20 §		497,494		477,594
Gates Global Inc 4.250% due 07/05/21 §		500,000		492,322
LM US Member LLC 4.750% due 10/25/19 §		9,520		9,478
(1st Lien)
4.750% due 10/25/19 §		239,850		238,801
North American Lifting Holdings Inc (1st Lien) 5.500% due 11/27/20 §		297,862		299,351
Ply Gem Industries Inc 4.000% due 02/01/21 §		497,500		489,623
Rexnord LLC Term B 4.000% due 08/21/20 §		247,500		243,994
Roofing Supply Group LLC 5.000% due 05/31/19 §		497,462		492,695
WTG Holdings III Corp (1st Lien) 4.750% due 01/15/21 §		297,750		295,703
				4,809,638
Information Technology - 1.2%
BMC Software Finance Inc 5.000% due 09/10/20 §		239,444		235,962
Infor (US) Inc Tranche B-3 3.750% due 06/03/20 §		241,210		236,657
				472,619
Materials - 4.3%
FMG Resources Property Ltd (Australia) 3.750% due 06/30/19 §		496,241		486,729
NewPage Corp Term B 9.500% due 02/11/21 §		300,000		301,000
Nexeo Solutions LLC Term B-2 5.000% due 09/08/17 §		397,970		394,984
Quikrete Holdings Inc
(1st Lien)
4.000% due 09/28/20 §		237,962		236,302
(2nd Lien)
7.000% due 03/26/21 §		250,000		252,344
				1,671,359

	Principal Amount		Value
Telecommunication Services - 0.6%
WaveDivision Holdings LLC 4.000% due 10/15/19 §		$248,106		$245,832
Total Senior Loan Notes (Cost $21,505,546)				21,172,802
	Shares
SHORT-TERM INVESTMENT - 3.8%
Money Market Fund - 3.8%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		1,498,516		1,498,516
Total Short-Term Investment (Cost $1,498,516)				1,498,516
TOTAL INVESTMENTS - 100.3% (Cost $39,576,905)				38,997,361
OTHER ASSETS & LIABILITIES, NET - (0.3%)				(131,293	)
NET ASSETS - 100.0%				$38,866,068

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Consumer Discretionary	23.0%
Industrials	18.0%
Materials	11.4%
Energy	11.2%
Consumer Staples	8.6%
Financials	8.0%
Health Care	6.7%
Telecommunication Services	4.3%
Information Technology	4.3%
Short-Term Investment	3.8%
Others (each less than 3.0%)	1.0%
	100.3%
Other Assets & Liabilities, Net	(0.3%	)
	100.0%

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$16,326,043		$—		$16,326,043		$—
	Senior Loan Notes		21,172,802		—		21,172,802		—
	Short-Term Investment		1,498,516		1,498,516		—		—
	Total		$38,997,361		$1,498,516		$37,498,845		$—

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

A-23

PACIFIC LIFE FUNDS

PL HIGH INCOME FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Shares		Value
CONVERTIBLE PREFERRED STOCKS - 0.1%
Health Care - 0.1%
Amsurg Corp 5.250% *		125		$13,369
Total Convertible Preferred Stocks (Cost $12,500)				13,369
COMMON STOCKS - 1.8%
Consumer Discretionary - 0.7%
Cedar Fair LP		1,585		74,923
Las Vegas Sands Corp		985		61,277
MGM Resorts International *		2,640		60,139
				196,339
Energy - 0.4%
Chesapeake Energy Corp		2,460		56,555
Kinder Morgan Inc		1,580		60,577
				117,132
Financials - 0.3%
Bank of America Corp		4,400		75,020
Industrials - 0.4%
Air Lease Corp		2,200		71,500
The Boeing Co		470		59,869
				131,369
Total Common Stocks (Cost $525,842)				519,860
EXCHANGE-TRADED FUND - 0.6%
Highland/iBoxx Senior Loan		8,800		171,424
Total Exchange-Traded Fund (Cost $173,205)				171,424
CLOSED-END MUTUAL FUNDS - 1.3%
Eaton Vance Senior Income Trust		7,817		50,889
First Trust Senior Floating Rate Income Fund II		4,464		60,532
Invesco Senior Income Trust		25,324		120,289
Voya Prime Rate Trust		24,020		132,110
				363,820
Total Closed-End Mutual Funds (Cost $375,392)				363,820
	Principal Amount
CORPORATE BONDS & NOTES - 92.7%
Consumer Discretionary - 20.8%
24 Hour Holdings III LLC 8.000% due 06/01/22 ~		$150,000		139,500
99 Cents Only Stores 11.000% due 12/15/19		100,000		109,000
Altice SA (Luxembourg) 7.750% due 05/15/22 ~		250,000		258,750
Beazer Homes USA Inc
5.750% due 06/15/19		75,000		71,250
7.250% due 02/01/23		100,000		100,000
7.500% due 09/15/21		150,000		153,375
Caesars Entertainment Operating Co Inc
9.000% due 02/15/20		175,000		136,062
11.250% due 06/01/17		100,000		77,625

	Principal Amount		Value
Caesars Entertainment Resort Properties LLC
8.000% due 10/01/20 ~		$50,000		$49,594
11.000% due 10/01/21 ~		200,000		188,500
Caesars Growth Properties Holdings LLC 9.375% due 05/01/22 ~		100,000		87,875
CBS Outdoor Americas Capital LLC
5.250% due 02/15/22 ~		75,000		75,094
5.875% due 03/15/25 ~		50,000		50,375
CCO Holdings LLC 5.750% due 09/01/23		150,000		149,813
CEC Entertainment Inc 8.000% due 02/15/22 ~		250,000		235,000
Cedar Fair LP
5.250% due 03/15/21		175,000		173,250
5.375% due 06/01/24 ~		25,000		24,281
Cequel Communications Holdings I LLC
5.125% due 12/15/21 ~		50,000		48,062
6.375% due 09/15/20 ~		125,000		129,219
Clear Channel Worldwide Holdings Inc
6.500% due 11/15/22		73,000		75,008
7.625% due 03/15/20		125,000		130,312
Dana Holding Corp
6.500% due 02/15/19		50,000		52,125
6.750% due 02/15/21		150,000		158,437
DISH DBS Corp
5.125% due 05/01/20		50,000		50,250
6.750% due 06/01/21		50,000		53,875
Greektown Holdings LLC 8.875% due 03/15/19 ~		125,000		125,000
Hilton Worldwide Finance LLC 5.625% due 10/15/21 ~		150,000		154,781
Icahn Enterprises LP 5.875% due 02/01/22		150,000		150,375
iHeartCommunications Inc
10.000% due 01/15/18		50,000		42,089
11.250% due 03/01/21		100,000		106,875
Jo-Ann Stores Inc 8.125% due 03/15/19 ~		175,000		167,125
Landry’s Holdings II Inc 10.250% due 01/01/18 ~		150,000		155,250
Landry’s Inc 9.375% due 05/01/20 ~		50,000		53,125
Live Nation Entertainment Inc 5.375% due 06/15/22 ~		210,000		210,000
MGM Resorts International 6.750% due 10/01/20		150,000		160,125
Michaels FinCo Holdings LLC 7.500% PIK due 08/01/18 ~		48,000		49,080
Michaels Stores Inc 5.875% due 12/15/20 ~		25,000		24,937
Neiman Marcus Group Ltd LLC
8.000% due 10/15/21 ~		50,000		52,250
8.750% PIK due 10/15/21 ~		275,000		290,812
NPC International Inc 10.500% due 01/15/20		150,000		157,125
Penn National Gaming Inc 5.875% due 11/01/21		175,000		161,875
Sinclair Television Group Inc
5.375% due 04/01/21		50,000		49,500
6.375% due 11/01/21		100,000		102,750
Standard Pacific Corp 6.250% due 12/15/21		250,000		255,937
The Ryland Group Inc
5.375% due 10/01/22		100,000		98,000
6.625% due 05/01/20		75,000		79,875
The ServiceMaster Co 8.000% due 02/15/20		114,000		121,125

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

A-24

PACIFIC LIFE FUNDS

PL HIGH INCOME FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
Virgin Media Secured Finance PLC (United Kingdom) 5.375% due 04/15/21 ~		$200,000		$202,500
Wolverine World Wide Inc 6.125% due 10/15/20		125,000		131,250
				5,878,393
Consumer Staples - 4.5%
Beverages & More Inc 10.000% due 11/15/18 ~		75,000		70,781
JBS Investments GmbH (Austria) 7.750% due 10/28/20 ~		200,000		213,500
JBS USA LLC 7.250% due 06/01/21 ~		100,000		105,500
Post Holdings Inc 6.000% due 12/15/22 ~		150,000		138,000
Reynolds Group Issuer Inc
8.250% due 02/15/21		100,000		106,250
9.000% due 04/15/19		200,000		209,250
9.875% due 08/15/19		125,000		135,156
Rite Aid Corp
6.750% due 06/15/21		100,000		102,750
9.250% due 03/15/20		50,000		54,750
The WhiteWave Foods Co 5.375% due 10/01/22		125,000		126,563
				1,262,500
Energy - 16.5%
Alpha Natural Resources Inc 6.000% due 06/01/19		100,000		61,000
American Energy-Woodford LLC 9.000% due 09/15/22 ~		25,000		23,313
American Energy-Permian Basin LLC
7.125% due 11/01/20 ~		75,000		69,000
7.375% due 11/01/21 ~		50,000		46,000
Arch Coal Inc
7.250% due 10/01/20		50,000		27,375
7.250% due 06/15/21		50,000		24,375
Athlon Holdings LP 6.000% due 05/01/22 ~		125,000		134,375
Atlas Pipeline Partners LP
5.875% due 08/01/23		50,000		49,125
6.625% due 10/01/20		100,000		102,750
Baytex Energy Corp (Canada) 5.125% due 06/01/21 ~		100,000		98,000
Calumet Specialty Products Partners LP 6.500% due 04/15/21 ~		100,000		95,500
Chaparral Energy Inc 8.250% due 09/01/21		150,000		161,250
Crestwood Midstream Partners LP 6.125% due 03/01/22		175,000		176,313
Energy XXI Gulf Coast Inc 6.875% due 03/15/24 ~		125,000		117,813
Halcon Resources Corp
8.875% due 05/15/21		125,000		123,750
9.750% due 07/15/20		200,000		204,500
Hercules Offshore Inc
6.750% due 04/01/22 ~		50,000		39,188
7.500% due 10/01/21 ~		100,000		81,000
Hiland Partners LP
5.500% due 05/15/22 ~		25,000		24,375
7.250% due 10/01/20 ~		225,000		239,625
Hilcorp Energy I LP 7.625% due 04/15/21 ~		100,000		105,750
Kodiak Oil & Gas Corp (Canada) 5.500% due 02/01/22		50,000		50,500
Linn Energy LLC
6.500% due 05/15/19		75,000		73,875
6.500% due 09/15/21		50,000		49,000
MEG Energy Corp (Canada)
6.375% due 01/30/23 ~		50,000		50,875
6.500% due 03/15/21 ~		200,000		206,000

	Principal Amount		Value
Memorial Resource Development Corp 5.875% due 07/01/22 ~		$175,000		$171,500
Pioneer Energy Services Corp 6.125% due 03/15/22 ~		100,000		99,250
QEP Resources Inc 6.875% due 03/01/21		150,000		163,500
Regency Energy Partners LP
5.000% due 10/01/22		50,000		49,438
5.750% due 09/01/20		200,000		209,500
RSP Permian Inc 6.625% due 10/01/22 ~		25,000		25,188
Sabine Pass Liquefaction LLC 5.625% due 02/01/21		200,000		206,500
Samson Investment Co 9.750% due 02/15/20		125,000		114,062
Sanchez Energy Corp
6.125% due 01/15/23 ~		50,000		49,695
7.750% due 06/15/21		125,000		134,375
SandRidge Energy Inc 7.500% due 03/15/21		265,000		259,700
Seadrill Ltd (Bermuda) 6.125% due 09/15/17 ~		250,000		250,313
Summit Midstream Holdings LLC 5.500% due 08/15/22		150,000		147,375
Tervita Corp (Canada)
8.000% due 11/15/18 ~		75,000		75,938
10.875% due 02/15/18 ~		25,000		25,094
Triangle USA Petroleum Corp 6.750% due 07/15/22 ~		100,000		98,125
WPX Energy Inc 6.000% due 01/15/22		125,000		129,063
				4,643,243
Financials - 4.5%
First Data Corp
10.625% due 06/15/21		32,000		36,560
12.625% due 01/15/21		175,000		210,000
Hockey Merger Sub 2 Inc 7.875% due 10/01/21 ~		150,000		154,312
Jefferies Finance LLC 7.375% due 04/01/20 ~		200,000		205,500
Navient Corp 4.875% due 06/17/19		75,000		75,187
Nuveen Investments Inc
9.125% due 10/15/17 ~		75,000		80,625
9.500% due 10/15/20 ~		75,000		87,375
Ocwen Financial Corp 6.625% due 05/15/19 ~		125,000		120,937
RHP Hotel Properties LP REIT 5.000% due 04/15/21		100,000		98,000
The Howard Hughes Corp 6.875% due 10/01/21 ~		200,000		207,500
				1,275,996
Health Care - 10.5%
Aviv Healthcare Properties LP 6.000% due 10/15/21		75,000		77,719
Biomet Inc
6.500% due 08/01/20		75,000		79,687
6.500% due 10/01/20		50,000		52,625
Capsugel SA (Luxembourg) 7.000% PIK due 05/15/19 ~		175,000		174,891
CHS/Community Health Systems Inc
6.875% due 02/01/22 ~		275,000		288,063
8.000% due 11/15/19		125,000		133,775
DJO Finance LLC 7.750% due 04/15/18		100,000		101,000
Endo Finance LLC 5.750% due 01/15/22 ~		75,000		74,250

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

A-25

PACIFIC LIFE FUNDS

PL HIGH INCOME FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
Fresenius Medical Care US Finance II Inc 5.875% due 01/31/22 ~		$100,000		$106,500
Grifols Worldwide Operations Ltd (Ireland) 5.250% due 04/01/22 ~		200,000		198,000
HCA Holdings Inc 6.250% due 02/15/21		325,000		341,250
HCA Inc 6.500% due 02/15/20		100,000		109,375
HealthSouth Corp 5.750% due 11/01/24		50,000		51,250
Jaguar Holding Co I 9.375% PIK due 10/15/17 ~		150,000		151,875
JLL/Delta Dutch Newco BV (Netherlands) 7.500% due 02/01/22 ~		100,000		101,375
LifePoint Hospitals Inc 5.500% due 12/01/21		200,000		203,500
Prospect Medical Holdings Inc 8.375% due 05/01/19 ~		175,000		188,781
Tenet Healthcare Corp
4.750% due 06/01/20		50,000		49,875
5.000% due 03/01/19 ~		75,000		74,250
6.000% due 10/01/20		127,000		134,620
8.000% due 08/01/20		100,000		105,750
8.125% due 04/01/22		150,000		165,000
				2,963,411
Industrials - 12.5%
AAF Holdings LLC 12.000% PIK due 07/01/19 ~		100,000		100,500
ADS Waste Holdings Inc 8.250% due 10/01/20		175,000		183,312
Air Canada Pass-Through Trust ‘B’ (Canada) 5.375% due 11/15/22 ~		96,159		96,284
Allegion US Holding Co Inc 5.750% due 10/01/21		100,000		102,500
Amsted Industries Inc 5.375% due 09/15/24 ~		25,000		24,375
Apex Tool Group LLC 7.000% due 02/01/21 ~		75,000		69,375
BWAY Holding Co 9.125% due 08/15/21 ~		150,000		151,500
Ceridian LLC 8.125% due 11/15/17 ~		25,000		25,094
CPG Merger Sub LLC 8.000% due 10/01/21 ~		150,000		152,625
HD Supply Inc
8.125% due 04/15/19		50,000		54,250
11.500% due 07/15/20		150,000		173,437
International Lease Finance Corp
4.625% due 04/15/21		100,000		99,437
6.250% due 05/15/19		150,000		161,250
Masco Corp 7.750% due 08/01/29		75,000		86,338
Modular Space Corp 10.250% due 01/31/19 ~		150,000		151,875
Nortek Inc 8.500% due 04/15/21		145,000		156,600
Roofing Supply Group LLC 10.000% due 06/01/20 ~		125,000		132,500
The ADT Corp 6.250% due 10/15/21		275,000		285,312
The Hertz Corp 5.875% due 10/15/20		100,000		102,000
TMS International Corp 7.625% due 10/15/21 ~		175,000		183,750
TransDigm Inc
5.500% due 10/15/20		275,000		268,125
6.000% due 07/15/22 ~		25,000		24,719

	Principal Amount		Value
United Airlines Pass-Through Trust ‘B’
4.625% due 03/03/24		$100,000		$99,500
4.750% due 10/11/23		75,000		75,900
5.375% due 02/15/23		50,000		51,310
United Rentals North America Inc 7.625% due 04/15/22		200,000		219,500
US Airways Pass-Through Trust ‘B’ 5.375% due 05/15/23		50,000		51,785
USG Corp 5.875% due 11/01/21 ~		200,000		205,000
Virgin Australia Trust ‘B’ (Australia) 6.000% due 04/23/22 ~		45,663		47,106
				3,535,259
Information Technology - 4.4%
Advanced Micro Devices Inc 6.750% due 03/01/19		150,000		152,250
Blackboard Inc 7.750% due 11/15/19 ~		175,000		174,125
BMC Software Finance Inc 8.125% due 07/15/21 ~		50,000		48,250
BMC Software Inc 7.250% due 06/01/18		139,000		137,610
Cardtronics Inc 5.125% due 08/01/22 ~		100,000		99,000
Entegris Inc 6.000% due 04/01/22 ~		75,000		76,500
Equinix Inc
4.875% due 04/01/20		150,000		149,250
5.375% due 04/01/23		25,000		24,875
Freescale Semiconductor Inc
5.000% due 05/15/21 ~		50,000		49,375
6.000% due 01/15/22 ~		25,000		25,438
Infor Software Parent LLC 7.125% PIK due 05/01/21 ~		100,000		99,500
NXP BV (Netherlands) 5.750% due 02/15/21 ~		200,000		204,000
				1,240,173
Materials - 12.1%
AK Steel Corp
7.625% due 10/01/21		50,000		48,500
8.375% due 04/01/22		175,000		175,875
Alphabet Holding Co Inc 7.750% PIK due 11/01/17		225,000		220,781
ArcelorMittal (Luxembourg)
6.000% due 03/01/21		200,000		211,000
7.250% due 03/01/41		50,000		50,750
Ardagh Packaging Finance PLC (Ireland)
6.250% due 01/31/19 ~		200,000		198,500
7.000% due 11/15/20 ~		17,647		17,912
Berry Plastics Corp 5.500% due 05/15/22		150,000		144,563
Beverage Packaging Holdings Luxembourg II SA (Luxembourg) 6.000% due 06/15/17 ~		75,000		74,063
Coveris Holdings SA (Luxembourg) 7.875% due 11/01/19 ~		200,000		210,000
FMG Resources Property Ltd (Australia) 8.250% due 11/01/19 ~		175,000		181,563
Hexion US Finance Corp
6.625% due 04/15/20		75,000		75,750
9.000% due 11/15/20		175,000		167,562
INEOS Group Holdings SA (Luxembourg) 5.875% due 02/15/19 ~		200,000		197,500
Louisiana-Pacific Corp 7.500% due 06/01/20		175,000		187,250
Mustang Merger Corp 8.500% due 08/15/21 ~		150,000		156,000
Novelis Inc (Canada) 8.750% due 12/15/20		200,000		214,750

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

A-26

PACIFIC LIFE FUNDS

PL HIGH INCOME FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
Sappi Papier Holding GmbH (Austria) 8.375% due 06/15/19 ~		$175,000		$189,437
Sealed Air Corp 8.375% due 09/15/21 ~		100,000		111,500
TPC Group Inc 8.750% due 12/15/20 ~		150,000		160,125
Tronox Finance LLC 6.375% due 08/15/20		203,000		205,030
Wise Metals Group LLC 8.750% due 12/15/18 ~		125,000		134,062
Wise Metals Intermediate Holdings LLC 9.750% due 06/15/19 ~		75,000		79,781
				3,412,254
Telecommunication Services - 3.7%
Cogent Communications Finance Inc 5.625% due 04/15/21 ~		100,000		98,750
Digicel Ltd (Bermuda) 7.000% due 02/15/20 ~		150,000		155,250
Hughes Satellite Systems Corp 7.625% due 06/15/21		200,000		221,000
Level 3 Financing Inc
6.125% due 01/15/21 ~		75,000		77,531
7.000% due 06/01/20		150,000		158,812
T-Mobile USA Inc
6.250% due 04/01/21		115,000		116,581
6.633% due 04/28/21		200,000		205,750
				1,033,674
Utilities - 3.2%
Calpine Corp
5.375% due 01/15/23		150,000		145,688
5.875% due 01/15/24 ~		100,000		104,000
6.000% due 01/15/22 ~		100,000		105,750
GenOn Energy Inc 9.875% due 10/15/20		125,000		130,625
NRG Energy Inc 6.250% due 07/15/22 ~		268,000		276,208
RJS Power Holdings LLC 5.125% due 07/15/19 ~		150,000		149,250
				911,521
Total Corporate Bonds & Notes (Cost $26,515,131)				26,156,424

	Shares		Value
SHORT-TERM INVESTMENT - 1.7%
Money Market Fund - 1.7%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		480,186		$480,186
Total Short-Term Investment (Cost $480,186)				480,186
TOTAL INVESTMENTS - 98.2% (Cost $28,082,256)				27,705,083
OTHER ASSETS & LIABILITIES, NET - 1.8%				500,426
NET ASSETS - 100.0%				$28,205,509

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Consumer Discretionary	21.5%
Energy	16.9%
Industrials	12.9%
Materials	12.1%
Health Care	10.6%
Financials	4.8%
Consumer Staples	4.5%
Information Technology	4.4%
Telecommunication Services	3.7%
Utilities	3.2%
Others (each less than 3.0%)	3.6%
	98.2%
Other Assets & Liabilities, Net	1.8%
	100.0%

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Convertible Preferred Stocks (1)		$13,369		$13,369		$—		$—
	Common Stocks (1)		519,860		519,860		—		—
	Exchange-Traded Fund		171,424		171,424		—		—
	Closed-End Mutual Funds		363,820		363,820		—		—
	Corporate Bonds & Notes		26,156,424		—		25,981,024		175,400
	Short-Term Investment		480,186		480,186		—		—
	Total		$27,705,083		$1,548,659		$25,981,024		$175,400

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

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

A-27

PACIFIC LIFE FUNDS

Schedule of Investments (Continued)

Explanation of Symbols and Terms

September 30, 2014 (Unaudited)

Explanation of Symbols:
*	Non-income producing investments.
"	Pass-through securities backed by a pool of mortgages or other loans on which principal payments are periodically made. Therefore, the effective maturity is shorter than the stated maturity.
~	Securities are not registered under the Securities Act of 1933 (1933 Act). These securities are either (1) exempt from registration pursuant to Rule 144A under the 1933 Act and may only be sold to “qualified institutional buyers”, or (2) the securities comply with Regulation S rules governing offers and sales made outside the United States without registration under the 1933 Act and contain certain restrictions as to public resale.
§	Variable rate investments. The rate shown is based on the latest available information as of September 30, 2014. For senior loan notes, the rate shown may represent a weighted average interest rate.
µ	Unsettled position. Contract rates do not take effect until settlement date.
Other Abbreviations:
PIK	Payment-In-Kind
REIT	Real Estate Investment Trust

Note:

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

See Notes to Financial Statements

A-28

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES

September 30, 2014 (Unaudited)

		PL Portfolio Optimization
		Conservative Fund			Moderate- Conservative Fund			Moderate Fund			Moderate- Aggressive Fund			Aggressive Fund			PL Diversified Alternatives Fund
ASSETS
Investments in affiliated mutual funds, at cost			$394,753,891			$501,988,578			$1,343,572,825			$867,949,619			$231,881,618			$3,361,966
Investments in affiliated mutual funds, at value			$430,251,402			$577,731,061			$1,628,638,537			$1,111,662,265			$321,237,034			$3,410,660
Receivables:
	Fund shares sold		1,563,308			875,608			2,541,122			1,611,090			1,202,433			58,191
	Due from adviser		33,602			41,652			105,796			73,357			25,284			—
Prepaid expenses and other assets			3,715			7,385			13,077			9,965			5,535			34,131
Total Assets			431,852,027			578,655,706			1,631,298,532			1,113,356,677			322,470,286			3,502,982
LIABILITIES
Payables:
	Fund shares redeemed		636,801			980,932			3,477,920			1,092,572			302,476			—
	Securities purchased		507,663			48,746			270,446			534,478			402,971			58,191
	Accrued advisory fees		71,118			95,784			271,339			186,018			54,099			511
	Accrued administration fees		53,338			71,838			203,504			139,513			40,574			384
	Accrued support service expenses		—			594			2,873			2,067			541			3
	Accrued custodian fees and expenses		42			42			42			42			42			42
	Accrued transfer agency out-of-pocket expenses		50,070			64,183			176,755			123,029			35,192			29
	Accrued legal, audit and tax service fees		29,027			35,663			99,440			67,324			19,611			121
	Accrued trustees’ fees and expenses and deferred  compensation		2,112			2,065			5,099			3,313			883			—
	Accrued distribution and/or service fees		46,912			59,686			159,665			108,951			30,916			101
	Accrued other		19,696			22,766			60,166			41,624			13,569			2,695
Total Liabilities			1,416,779			1,382,299			4,727,249			2,298,931			900,874			62,077
NET ASSETS			$430,435,248			$577,273,407			$1,626,571,283			$1,111,057,746			$321,569,412			$3,440,905
NET ASSETS CONSIST OF:
Paid-in capital			$393,649,619			$502,536,835			$1,340,813,893			$888,523,500			$260,380,479			$3,393,868
Accumulated net investment loss			(2,992,601	)		(4,170,792	)		(7,380,101	)		(4,517,424	)		(101,500	)		(73	)
Undistributed/accumulated net realized gain (loss)			4,280,719			3,164,881			8,071,779			(16,660,976	)		(28,064,983	)		(1,584	)
Net unrealized appreciation on investments			35,497,511			75,742,483			285,065,712			243,712,646			89,355,416			48,694
NET ASSETS			$430,435,248			$577,273,407			$1,626,571,283			$1,111,057,746			$321,569,412			$3,440,905
Class A Shares:
	Net Assets		$172,811,509			$274,411,871			$826,495,031			$576,186,532			$167,030,187			$1,025,169
	Shares of beneficial interest outstanding		15,060,801			21,544,664			57,898,560			38,311,149			10,789,470			99,539
	Net Asset Value per share*		$11.47			$12.74			$14.27			$15.04			$15.48			$10.30
	Sales Charge (1)		0.67			0.74			0.83			0.88			0.90			0.60
	Maximum offering price per share		$12.14			$13.48			$15.10			$15.92			$16.38			$10.90
Class B Shares:
	Net Assets		$38,197,248			$52,070,337			$157,627,550			$119,061,508			$36,493,792
	Shares of beneficial interest outstanding		3,385,652			4,144,350			11,157,173			8,010,780			2,410,312
	Net Asset Value per share*		$11.28			$12.56			$14.13			$14.86			$15.14
Class C Shares:
	Net Assets		$198,113,089			$237,957,516			$588,091,749			$385,830,878			$104,093,775			$220,791
	Shares of beneficial interest outstanding		17,567,640			18,946,243			41,682,871			26,016,335			6,879,796			21,565
	Net Asset Value per share*		$11.28			$12.56			$14.11			$14.83			$15.13			$10.24
Class R Shares:
	Net Assets		$12,129,710			$6,742,133			$29,352,571			$21,823,407			$8,863,760
	Shares of beneficial interest outstanding		1,062,977			531,780			2,062,271			1,454,478			576,264
	Net Asset Value per share		$11.41			$12.68			$14.23			$15.00			$15.38
Advisor Class:
	Net Assets		$9,183,692			$6,091,550			$25,004,382			$8,155,421			$5,087,898			$2,194,945
	Shares of beneficial interest outstanding		799,134			477,454			1,749,335			541,370			328,078			212,786
	Net Asset Value per share		$11.49			$12.76			$14.29			$15.06			$15.51			$10.32

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

(1) The Class A shares of the PL Portfolio Optimization Funds and the PL Diversified Alternatives Fund are subject to a maximum 5.50% front-end sales charge.

See Notes to Financial Statements

B-1

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

September 30, 2014 (Unaudited)

		PL Short Duration Income Fund			PL Income Fund			PL Strategic Income Fund			PL Floating Rate Income Fund			PL Limited Duration High Income Fund			PL High Income Fund
ASSETS
Investments, at cost			$135,547,594			$465,860,033			$144,687,894			$1,005,748,639			$39,576,905			$28,082,256
Investments, at value			$135,439,147			$469,008,696			$142,813,943			$993,933,295			$38,997,361			$27,705,083
Foreign currency held, at value (1)			—			—			5,948			—			—			743
Receivables:
	Dividends and interest		678,529			4,171,205			1,744,168			25,103,844			497,073			544,508
	Fund shares sold		466,181			3,496,259			1,102,835			4,687,483			140,000			81,164
	Securities sold		832,251			9,892,037			5,018,888			77,244,557			39,703			25,313
	Due from adviser		23,543			77,105			23,853			196,799			7,976			9,911
Prepaid expenses and other assets			26,027			13,105			26,456			26,680			173			25,486
Total Assets			137,465,678			486,658,407			150,736,091			1,101,192,658			39,682,286			28,392,208
LIABILITIES
Payables:
	Fund shares redeemed		507,113			1,896,490			415,449			29,697,471			9,755			22,626
	Securities purchased		5,734,718			12,267,251			10,856,772			76,229,519			750,000			128,850
	Income distributions		21,570			122,973			48,619			360,747			5,051			1,270
	Accrued advisory fees		41,108			193,001			69,382			552,758			20,137			14,061
	Accrued administration fees		30,701			115,674			34,453			242,048			6,829			5,851
	Accrued support service expenses		571			182			294			3,907			260			243
	Accrued custodian fees and expenses		890			4,234			548			11,065			975			145
	Accrued transfer agency out-of-pocket expenses		6,621			49,375			8,856			112,761			1,350			1,633
	Accrued legal, audit and tax service fees		5,434			29,223			3,603			59,779			2,139			1,614
	Accrued distribution and/or service fees		6,991			32,319			8,097			47,837			1,112			1,305
	Accrued other		9,222			22,649			10,428			74,209			18,610			9,101
Unfunded loan commitment depreciation			—			—			—			332			—			—
Total Liabilities			6,364,939			14,733,371			11,456,501			107,392,433			816,218			186,699
NET ASSETS			$131,100,739			$471,925,036			$139,279,590			$993,800,225			$38,866,068			$28,205,509
NET ASSETS CONSIST OF:
Paid-in capital			$130,917,219			$470,267,328			$139,536,623			$1,003,558,452			$39,233,884			$28,179,044
Undistributed net investment income			6,289			37,223			12,019			113,803			5,034			4,212
Undistributed/accumulated net realized gain (loss)			285,678			(1,528,178	)		1,605,591			1,943,646			206,694			399,471
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies			(108,447	)		3,148,663			(1,874,643	)		(11,815,676	)		(579,544	)		(377,218	)
NET ASSETS			$131,100,739			$471,925,036			$139,279,590			$993,800,225			$38,866,068			$28,205,509
Class A Shares:
	Net Assets		$52,542,849			$199,794,486			$49,019,356			$284,600,208			$10,448,448			$8,664,846
	Shares of beneficial interest outstanding		5,045,457			18,683,395			4,437,864			27,523,554			1,048,141			795,435
	Net Asset Value per share*		$10.41			$10.69			$11.05			$10.34			$9.97			$10.89
	Sales Charge (2)		0.32			0.47			0.49			0.32			0.31			0.48
	Maximum offering price per share		$10.73			$11.16			$11.54			$10.66			$10.28			$11.37
Class C Shares:
	Net Assets		$29,706,822			$146,984,423			$37,763,460			$218,243,210			$4,171,845			$5,825,849
	Shares of beneficial interest outstanding		2,857,511			13,743,767			3,424,395			21,139,828			419,379			535,275
	Net Asset Value per share*		$10.40			$10.69			$11.03			$10.32			$9.95			$10.88
Class I Shares:
	Net Assets		$1,069,967			$1,049,566			$1,918,879			$105,106,408			$22,205,757			$9,445,491
	Shares of beneficial interest outstanding		102,874			98,049			174,591			10,148,342			2,227,917			873,613
	Net Asset Value per share		$10.40			$10.70			$10.99			$10.36			$9.97			$10.81
Class P Shares:
	Net Assets											$429,470
	Shares of beneficial interest outstanding											41,488
	Net Asset Value Per Share											$10.35
Advisor Class:
	Net Assets		$47,781,101			$124,096,561			$50,577,895			$385,420,929			$2,040,018			$4,269,323
	Shares of beneficial interest outstanding		4,587,848			11,581,163			4,578,077			37,166,472			204,806			391,657
	Net Asset Value per share		$10.41			$10.72			$11.05			$10.37			$9.96			$10.90

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

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

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

See Notes to Financial Statements

B-2

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS

FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2014 (Unaudited)

		PL Portfolio Optimization
		Conservative Fund			Moderate- Conservative Fund			Moderate Fund			Moderate- Aggressive Fund			Aggressive Fund			PL Diversified Alternatives Fund
INVESTMENT INCOME
Dividends from affiliated mutual fund investments (1)			$—			$—			$—			$—			$—			$6,441
Total Investment Income			—			—			—			—			—			6,441
EXPENSES
Advisory fees			442,899			578,271			1,635,500			1,113,383			324,230			2,258
Administration fees			332,174			433,704			1,226,625			835,037			243,173			1,694
Support services expenses			34,744			42,480			118,256			79,559			23,041			144
Custodian fees and expenses			42			42			42			42			42			42
Shareholder report expenses			24,106			29,513			79,927			54,455			16,805			49
Distribution and/or service fees (2)
	Class A		230,344			346,974			1,043,183			718,195			209,915			168
	Class B		195,882			263,511			796,947			606,395			188,310
	Class C		1,005,048			1,181,490			2,942,256			1,945,969			531,404			294
	Class R		28,807			18,099			75,955			54,209			21,564
Transfer agency out-of-pocket expenses			56,229			70,684			195,913			134,440			37,827			92
Registration fees			50,141			48,626			79,399			62,128			42,530			1,896
Legal, audit and tax service fees			30,467			37,761			105,484			70,992			20,522			126
Trustees’ fees and expenses			7,983			9,727			27,034			18,177			5,258			32
Offering expenses			—			—			—			—			—			43,003
Other			9,611			11,737			27,284			20,122			6,654			35
Total Expenses			2,448,477			3,072,619			8,353,805			5,713,103			1,671,275			49,833
Adviser Expense Reimbursement (3)			(213,322	)		(250,870	)		(635,774	)		(440,209	)		(152,680	)		(42,596	)
Net Expenses			2,235,155			2,821,749			7,718,031			5,272,894			1,518,595			7,237
NET INVESTMENT LOSS			(2,235,155	)		(2,821,749	)		(7,718,031	)		(5,272,894	)		(1,518,595	)		(796	)
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
	Investment security transactions in affiliated mutual funds		4,842,366			1,751,426			3,151,484			3,692,023			709,991			(1,540	)
	Investment security transactions		13			17			49			33			10			—
	Net Realized Gain (Loss)		4,842,379			1,751,443			3,151,533			3,692,056			710,001			(1,540	)
Change In Net Unrealized Appreciation (Depreciation) On:
	Investment securities in affiliated mutual funds		3,919,312			11,515,256			35,304,623			21,729,075			5,568,931			50,127
	Change in Net Unrealized Appreciation		3,919,312			11,515,256			35,304,623			21,729,075			5,568,931			50,127
NET GAIN			8,761,691			13,266,699			38,456,156			25,421,131			6,278,932			48,587
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS			$6,526,536			$10,444,950			$30,738,125			$20,148,237			$4,760,337			$47,791

(1) No dividends and capital gains distributions were received by the PL Portfolio Optimization Funds above from their underlying funds for the six-month period ended September 30, 2014.

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

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

See Notes to Financial Statements

B-3

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS (Continued)

FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2014 (Unaudited)

		PL Short Duration Income Fund			PL Income Fund			PL  Strategic Income Fund			PL Floating Rate Income Fund			PL Limited Duration High Income Fund			PL High Income Fund
INVESTMENT INCOME
Dividends			$147			$747			$65,910			$56,959			$81			$22,113
Interest			1,385,024			8,810,134			2,561,484			27,013,140			1,033,938			796,595
Other			3,750			12,422			2,140			49,879			—			—
Total Investment Income			1,388,921			8,823,303			2,629,534			27,119,978			1,034,019			818,708
EXPENSES
Advisory fees			219,635			1,125,547			315,841			3,427,102			122,999			85,340
Administration fees			163,795			674,529			156,552			1,504,138			39,939			35,459
Support services expenses			7,195			33,487			3,961			72,343			2,519			1,800
Custodian fees and expenses			2,180			8,247			1,873			23,447			2,370			448
Shareholder report expenses			5,674			23,168			3,545			49,107			1,693			2,062
Distribution and/or service fees (1)
	Class A		71,066			269,710			58,861			422,434			12,520			10,043
	Class C		131,583			704,926			152,288			1,091,610			17,053			29,138
Transfer agency out-of-pocket expenses			8,517			55,168			8,868			126,150			2,193			2,063
Registration fees			35,076			56,394			33,488			91,118			15,342			25,775
Legal, audit and tax service fees			6,554			29,799			3,603			68,693			2,298			1,682
Trustees’ fees and expenses			1,607			7,520			887			16,157			561			404
Offering expenses			—			—			—			—			52,850			—
Other			11,016			20,463			16,231			55,759			10,915			15,138
Total Expenses			663,898			3,008,958			755,998			6,948,058			283,252			209,352
Advisory Fee Waiver (2)			—			—			—			—			(3,785	)		—
Adviser Expense Reimbursement (3)			(131,885	)		(532,141	)		(123,885	)		(1,192,096	)		(94,703	)		(57,183	)
Net Expenses			532,013			2,476,817			632,113			5,755,962			184,764			152,169
NET INVESTMENT INCOME			856,908			6,346,486			1,997,421			21,364,016			849,255			666,539
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
	Investment security transactions		88,380			1,267,384			997,989			(386,214	)		124,144			272,576
	Net Realized Gain (Loss)		88,380			1,267,384			997,989			(386,214	)		124,144			272,576
Change In Net Unrealized Appreciation (Depreciation) On:
	Investment securities		(797,841	)		(435,150	)		(3,495,454	)		(16,424,173	)		(1,068,573	)		(1,223,644	)
	Unfunded loan commitments		—			—			—			319			—			—
	Foreign currencies		—			—			(78	)		—			—			(10	)
	Change in Net Unrealized Depreciation		(797,841	)		(435,150	)		(3,495,532	)		(16,423,854	)		(1,068,573	)		(1,223,654	)
NET GAIN (LOSS)			(709,461	)		832,234			(2,497,543	)		(16,810,068	)		(944,429	)		(951,078	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS			$147,447			$7,178,720			($500,122	)		$4,553,948			($95,174	)		($284,539	)

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

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

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

See Notes to Financial Statements

B-4

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

		PL Portfolio Optimization Conservative Fund						PL Portfolio Optimization Moderate-Conservative  Fund						PL Portfolio Optimization Moderate Fund
		Six-Month Period Ended September 30, 2014 (1)			Year Ended March 31, 2014			Six-Month Period Ended September 30, 2014 (1)			Year Ended March 31, 2014			Six-Month Period Ended September 30, 2014 (1)			Year Ended March 31, 2014
OPERATIONS
Net investment income (loss)			($2,235,155	)		$2,463,914			($2,821,749	)		$2,804,598			($7,718,031	)		$7,140,163
Net realized gain			4,842,379			6,544,561			1,751,443			9,641,778			3,151,533			32,529,810
Change in net unrealized appreciation (depreciation)			3,919,312			(2,987,428	)		11,515,256			13,147,640			35,304,623			75,023,699
Net Increase in Net Assets Resulting from Operations			6,526,536			6,021,047			10,444,950			25,594,016			30,738,125			114,693,672
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
	Class A		—			(2,821,820	)		—			(3,999,190	)		—			(10,766,370	)
	Class B		—			(335,519	)		—			(489,170	)		—			(1,031,195	)
	Class C		—			(1,696,575	)		—			(2,137,597	)		—			(3,965,320	)
	Class R		—			(132,566	)		—			(90,263	)		—			(338,045	)
	Advisor Class		—			(41,725	)		—			(27,190	)		—			(225,940	)
Net realized gains
	Class A		—			(2,841,954	)		—			(1,059,221	)		—			—
	Class B		—			(567,167	)		—			(204,669	)		—			—
	Class C		—			(2,969,193	)		—			(871,913	)		—			—
	Class R		—			(152,847	)		—			(26,951	)		—			—
	Advisor Class		—			(35,601	)		—			(5,813	)		—			—
Net Decrease from Dividends and Distributions to Shareholders			—			(11,594,967	)		—			(8,911,977	)		—			(16,326,870	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
	Class A		17,488,196			56,099,357			29,448,282			84,205,586			85,363,262			230,306,253
	Class B		1,863,028			6,725,512			2,842,037			9,180,820			8,736,710			27,723,360
	Class C		21,786,748			61,470,324			26,886,614			69,603,848			61,042,091			166,802,069
	Class R		1,693,764			2,805,147			1,358,526			2,226,939			4,151,757			8,823,907
	Advisor Class		7,441,018			4,309,203			4,003,373			2,821,072			13,505,337			18,550,650
Dividends and distribution reinvestments
	Class A		—			5,121,877			—			4,784,115			—			10,353,302
	Class B		—			817,013			—			659,049			—			992,538
	Class C		—			4,318,768			—			2,816,292			—			3,718,287
	Class R		—			285,413			—			117,214			—			337,635
	Advisor Class		—			62,286			—			27,852			—			194,129
Cost of shares repurchased
	Class A		(38,336,025	)		(99,110,423	)		(35,487,641	)		(69,175,234	)		(90,699,547	)		(130,906,364	)
	Class B		(3,334,963	)		(9,861,099	)		(3,922,347	)		(8,452,444	)		(10,266,801	)		(18,763,657	)
	Class C		(30,459,590	)		(79,650,854	)		(21,182,404	)		(46,521,305	)		(49,071,245	)		(84,984,280	)
	Class R		(859,305	)		(4,193,617	)		(1,763,853	)		(2,035,531	)		(7,058,543	)		(9,294,082	)
	Advisor Class		(2,204,953	)		(1,849,334	)		(874,910	)		(884,737	)		(8,870,256	)		(2,832,202	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions			(24,922,082	)		(52,650,427	)		1,307,677			49,373,536			6,832,765			221,021,545
NET INCREASE (DECREASE) IN NET ASSETS			(18,395,546	)		(58,224,347	)		11,752,627			66,055,575			37,570,890			319,388,347
NET ASSETS
Beginning of Year or Period			448,830,794			507,055,141			565,520,780			499,465,205			1,589,000,393			1,269,612,046
End of Year or Period			$430,435,248			$448,830,794			$577,273,407			$565,520,780			$1,626,571,283			$1,589,000,393
Undistributed/Accumulated Net Investment Income (Loss)			($2,992,601	)		($757,446	)		($4,170,792	)		($1,349,043	)		($7,380,101	)		$337,930

(1) Unaudited.

See Notes to Financial Statements

B-5

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

		PL Portfolio Optimization Moderate-Aggressive Fund						PL Portfolio Optimization Aggressive Fund						PL Diversified Alternatives Fund (1)
		Six-Month Period Ended September 30, 2014 (2)			Year Ended March 31, 2014			Six-Month Period Ended September 30, 2014 (2)			Year Ended March 31, 2014			Six-Month Period Ended September 30, 2014 (2)			Period Ended March 31, 2014
OPERATIONS
Net investment income (loss)			($5,272,894	)		$3,010,788			($1,518,595	)		$673,899			($796	)		($491	)
Net realized gain (loss)			3,692,056			27,407,795			710,001			10,110,306			(1,540	)		(44	)
Change in net unrealized appreciation (depreciation)			21,729,075			75,931,305			5,568,931			24,646,040			50,127			(1,433	)
Net Increase (Decrease) in Net Assets Resulting from Operations			20,148,237			106,349,888			4,760,337			35,430,245			47,791			(1,968	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
	Class A		—			(6,852,993	)		—			(1,222,515	)		—			—
	Class B		—			(705,770	)		—			(38,870	)
	Class C		—			(2,318,010	)		—			(159,249	)		—			—
	Class R		—			(215,223	)		—			(47,300	)
	Advisor Class		—			(63,384	)		—			(23,745	)		—			—
Net realized gains
	Class A		—			—			—			—			—			—
	Class B		—			—			—			—
	Class C		—			—			—			—			—			—
	Class R		—			—			—			—
	Advisor Class		—			—			—			—			—			—
Net Decrease from Dividends and Distributions to Shareholders			—			(10,155,380	)		—			(1,491,679	)		—			—
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
	Class A		54,898,439			142,919,612			17,398,837			37,868,091			1,073,401			10,000
	Class B		7,438,851			17,876,001			1,935,981			5,257,576
	Class C		32,444,093			95,240,806			14,569,360			28,881,008			514,223			10,000
	Class R		3,053,408			5,451,413			1,302,784			2,126,736
	Advisor Class		4,747,428			3,519,711			2,947,842			2,403,459			154,860			1,980,000
Dividends and distribution reinvestments
	Class A		—			6,645,318			—			1,189,737			—			—
	Class B		—			677,807			—			37,645
	Class C		—			2,196,647			—			151,641			—			—
	Class R		—			215,223			—			47,300
	Advisor Class		—			50,235			—			9,062			—			—
Cost of shares repurchased
	Class A		(45,268,841	)		(79,611,259	)		(14,980,129	)		(28,010,608	)		(47,352	)		—
	Class B		(9,898,836	)		(16,085,991	)		(3,662,690	)		(4,908,415	)
	Class C		(28,362,115	)		(50,975,201	)		(13,704,993	)		(19,891,624	)		(300,050	)		—
	Class R		(1,961,956	)		(5,149,547	)		(712,503	)		(2,171,356	)
	Advisor Class		(1,811,031	)		(1,276,510	)		(606,422	)		(113,114	)		—			—
Net Increase in Net Assets from Capital Share Transactions			15,279,440			121,694,265			4,488,067			22,877,138			1,395,082			2,000,000
NET INCREASE IN NET ASSETS			35,427,677			217,888,773			9,248,404			56,815,704			1,442,873			1,998,032
NET ASSETS
Beginning of Year or Period			1,075,630,069			857,741,296			312,321,008			255,505,304			1,998,032			—
End of Year or Period			$1,111,057,746			$1,075,630,069			$321,569,412			$312,321,008			$3,440,905			$1,998,032
Undistributed/Accumulated Net Investment Income (Loss)			($4,517,424	)		$755,470			($101,500	)		$1,417,095			($73	)		$723

(1) Operations commenced on December 31, 2013.

(2) Unaudited.

See Notes to Financial Statements

B-6

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

		PL Short Duration Income Fund						PL Income Fund						PL Strategic Income Fund
		Six-Month Period Ended September 30, 2014 (1)			Year Ended March 31, 2014			Six-Month Period Ended September 30, 2014 (1)			Year Ended March 31, 2014			Six-Month Period Ended September 30, 2014 (1)			Year Ended March 31, 2014
OPERATIONS
Net investment income			$856,908			$1,000,706			$6,346,486			$14,379,066			$1,997,421			$2,097,951
Net realized gain (loss)			88,380			256,313			1,267,384			(2,687,733	)		997,989			1,167,960
Change in net unrealized appreciation (depreciation)			(797,841	)		155,859			(435,150	)		(6,584,699	)		(3,495,532	)		188,366
Net Increase (Decrease) in Net Assets Resulting from Operations			147,447			1,412,878			7,178,720			5,106,634			(500,122	)		3,454,277
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
	Class A		(460,008	)		(684,938	)		(3,186,153	)		(8,489,456	)		(902,098	)		(1,207,790	)
	Class C		(121,379	)		(178,171	)		(1,608,609	)		(3,262,361	)		(480,989	)		(536,688	)
	Class I		(11,751	)		(30,286	)		(17,364	)		(44,760	)		(37,049	)		(191,586	)
	Advisor Class		(266,577	)		(113,349	)		(1,580,542	)		(2,717,868	)		(578,166	)		(178,520	)
Net realized gains
	Class A		—			(151,735	)		—			(3,751,195	)		—			(889,933	)
	Class C		—			(68,653	)		—			(1,925,110	)		—			(453,293	)
	Class I		—			(2,555	)		—			(17,465	)		—			(29,936	)
	Advisor Class		—			(18,328	)		—			(1,139,508	)		—			(120,178	)
Net Decrease from Dividends and Distributions to Shareholders			(859,715	)		(1,248,015	)		(6,392,668	)		(21,347,723	)		(1,998,302	)		(3,607,924	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
	Class A		26,219,993			60,289,931			38,850,467			83,208,862			26,010,762			30,152,055
	Class C		10,084,099			19,934,678			39,340,003			30,713,477			16,632,375			17,364,212
	Class I		613,458			722,595			151,239			81,865			257,664			1,056,697
	Advisor Class		51,268,979			8,970,832			68,611,434			40,811,461			50,969,898			8,662,380
Dividends and distribution reinvestments
	Class A		401,431			700,454			2,963,746			10,479,851			851,912			1,908,436
	Class C		117,120			222,558			1,466,744			4,431,014			461,843			899,882
	Class I		9,799			32,841			17,317			40,842			35,999			211,631
	Advisor Class		245,606			109,388			1,328,685			2,984,004			486,581			254,303
Cost of shares repurchased
	Class A		(33,890,640	)		(23,652,874	)		(64,023,292	)		(197,526,408	)		(14,931,422	)		(14,992,646	)
	Class C		(4,104,697	)		(6,726,584	)		(17,023,060	)		(68,363,424	)		(2,158,990	)		(2,796,525	)
	Class I		(527,812	)		(13,090,925	)		(310,401	)		(677,903	)		(30,861	)		(21,610,465	)
	Advisor Class		(12,979,019	)		(2,647,261	)		(14,942,477	)		(65,453,132	)		(9,143,334	)		(1,205,737	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions			37,458,317			44,865,633			56,430,405			(159,269,491	)		69,442,427			19,904,223
NET INCREASE (DECREASE) IN NET ASSETS			36,746,049			45,030,496			57,216,457			(175,510,580	)		66,944,003			19,750,576
NET ASSETS
Beginning of Year or Period			94,354,690			49,324,194			414,708,579			590,219,159			72,335,587			52,585,011
End of Year or Period			$131,100,739			$94,354,690			$471,925,036			$414,708,579			$139,279,590			$72,335,587
Undistributed Net Investment Income			$6,289			$9,096			$37,223			$83,405			$12,019			$12,900

(1) Unaudited.

See Notes to Financial Statements

B-7

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

		PL Floating Rate Income Fund						PL Limited Duration High Income Fund (1)						PL High Income Fund
		Six-Month Period Ended September 30, 2014 (2)			Year Ended March 31, 2014			Six-Month Period Ended September 30, 2014 (2)			Period Ended March 31, 2014			Six-Month Period Ended September 30, 2014 (2)			Year Ended March 31, 2014
OPERATIONS
Net investment income			$21,364,016			$25,774,667			$849,255			$754,728			$666,539			$909,068
Net realized gain (loss)			(386,214	)		2,616,647			124,144			102,649			272,576			232,591
Change in net unrealized appreciation (depreciation)			(16,423,854	)		1,321,157			(1,068,573	)		489,029			(1,223,654	)		217,539
Net Increase (Decrease) in Net Assets Resulting from Operations			4,553,948			29,712,471			(95,174	)		1,346,406			(284,539	)		1,359,198
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
	Class A		(6,818,403	)		(10,667,801	)		(226,823	)		(121,106	)		(189,590	)		(250,119	)
	Class C		(3,763,536	)		(4,611,876	)		(67,175	)		(22,580	)		(114,860	)		(155,578	)
	Class I		(2,283,301	)		(1,835,602	)		(526,934	)		(563,742	)		(236,774	)		(470,338	)
	Class P		(6,441	)		(2,898	)
	Advisor Class		(8,656,298	)		(8,489,969	)		(47,041	)		(30,089	)		(129,781	)		(32,777	)
Net realized gains
	Class A		—			(545,857	)		—			(2,486	)		—			(92,025	)
	Class C		—			(286,495	)		—			(566	)		—			(67,572	)
	Class I		—			(79,308	)		—			(16,212	)		—			(163,127	)
	Class P		—			(16	)
	Advisor Class		—			(422,461	)		—			(835	)		—			(6,092	)
Net Decrease from Dividends and Distributions to Shareholders			(21,527,979	)		(26,942,283	)		(867,973	)		(757,616	)		(671,005	)		(1,237,628	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
	Class A		58,856,707			331,268,389			3,084,249			9,423,359			3,427,718			4,221,962
	Class C		39,608,994			173,621,430			2,114,868			2,466,423			1,220,609			3,477,530
	Class I		15,741,131			87,451,805			7,200			21,183,762			3,950			28,526
	Class P		188,819			252,683
	Advisor Class		139,150,949			377,225,355			481,561			2,023,583			8,159,657			3,093,923
Dividends and distribution reinvestments
	Class A		6,251,760			9,791,691			209,548			112,297			184,737			313,467
	Class C		3,333,831			4,090,137			64,385			20,564			113,040			199,720
	Class I		2,198,034			1,717,126			526,934			579,954			236,763			633,465
	Class P		6,441			2,914
	Advisor Class		7,151,736			6,522,226			45,420			29,698			94,778			32,514
Cost of shares repurchased
	Class A		(151,438,743	)		(91,687,943	)		(1,261,029	)		(947,758	)		(1,129,005	)		(1,621,656	)
	Class C		(35,412,839	)		(27,061,176	)		(349,713	)		(60,304	)		(575,738	)		(657,069	)
	Class I		(7,744,864	)		(3,370,949	)		(3,000	)		—			(5,300	)		(27,933	)
	Class P		(9,031	)		(21,132	)
	Advisor Class		(122,327,013	)		(51,794,600	)		(297,728	)		(213,848	)		(6,813,789	)		(361,997	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions			(44,444,088	)		818,007,956			4,622,695			34,617,730			4,917,420			9,332,452
NET INCREASE (DECREASE) IN NET ASSETS			(61,418,119	)		820,778,144			3,659,548			35,206,520			3,961,876			9,454,022
NET ASSETS
Beginning of Year or Period			1,055,218,344			234,440,200			35,206,520			—			24,243,633			14,789,611
End of Year or Period			$993,800,225			$1,055,218,344			$38,866,068			$35,206,520			$28,205,509			$24,243,633
Undistributed Net Investment Income			$113,803			$277,766			$5,034			$23,752			$4,212			$8,678

(1) Operations commenced on July 31, 2013.

(2) Unaudited.

See Notes to Financial Statements

B-8

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS

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

			Selected Per Share Data																		Ratios to Average Net  Assets			Supplemental Data
			Investment Operations							Distributions
For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (1)			Net Realized and Unrealized Gain		Total		Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (2)	Expenses After Reductions (2), (3)	Net Investment Income (Loss) (2)	Total Returns (4)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
PL Portfolio Optimization Conservative Fund
Class A
4/1/2014 - 9/30/2014 (5)		$11.29		($0.03	)		$0.21		$0.18		$—			$—			$—			$11.47	0.70%	0.60%	(0.60%)		1.59	%		$172,812		9	%
4/1/2013 - 3/31/2014		11.40		0.10			0.10		0.20		(0.15	)		(0.16	)		(0.31	)		11.29	0.70%	0.60%	0.90%		1.78	%		190,492		11	%
4/1/2012 - 3/31/2013		11.07		0.23			0.49		0.72		(0.34	)		(0.05	)		(0.39	)		11.40	0.71%	0.60%	2.01%		6.57	%		230,646		27	%
4/1/2011 - 3/31/2012		10.87		0.22			0.29		0.51		(0.28	)		(0.03	)		(0.31	)		11.07	0.73%	0.60%	1.99%		4.80	%		182,912		10	%
4/1/2010 - 3/31/2011		10.41		0.15			0.63		0.78		(0.32	)		—			(0.32	)		10.87	0.78%	0.53%	1.43%		7.60	%		130,249		18	%
4/1/2009 - 3/31/2010		8.84		0.32			1.59		1.91		(0.31	)		(0.03	)		(0.34	)		10.41	0.95%	0.20%	3.20%		21.67	%		68,938		21	%
Class B
4/1/2014 - 9/30/2014 (5)		$11.14		($0.08	)		$0.22		$0.14		$—			$—			$—			$11.28	1.45%	1.35%	(1.35%)		1.26	%		$38,197		9	%
4/1/2013 - 3/31/2014		11.27		0.02			0.10		0.12		(0.09	)		(0.16	)		(0.25	)		11.14	1.45%	1.35%	0.15%		1.06	%		39,160		11	%
4/1/2012 - 3/31/2013		10.96		0.14			0.50		0.64		(0.28	)		(0.05	)		(0.33	)		11.27	1.46%	1.35%	1.27%		5.89	%		41,999		27	%
4/1/2011 - 3/31/2012		10.78		0.13			0.29		0.42		(0.21	)		(0.03	)		(0.24	)		10.96	1.48%	1.35%	1.24%		4.02	%		33,122		10	%
4/1/2010 - 3/31/2011		10.34		0.07			0.63		0.70		(0.26	)		—			(0.26	)		10.78	1.53%	1.27%	0.68%		6.80	%		22,282		18	%
4/1/2009 - 3/31/2010		8.77		0.24			1.60		1.84		(0.24	)		(0.03	)		(0.27	)		10.34	1.70%	0.95%	2.45%		21.07	%		13,336		21	%
Class C
4/1/2014 - 9/30/2014 (5)		$11.13		($0.08	)		$0.23		0.15		$—			$—			$—			$11.28	1.45%	1.35%	(1.35%)		1.35	%		$198,113		9	%
4/1/2013 - 3/31/2014		11.26		0.02			0.10		0.12		(0.09	)		(0.16	)		(0.25	)		11.13	1.45%	1.35%	0.15%		1.04	%		204,180		11	%
4/1/2012 - 3/31/2013		10.96		0.14			0.49		0.63		(0.28	)		(0.05	)		(0.33	)		11.26	1.46%	1.35%	1.22%		5.84	%		220,688		27	%
4/1/2011 - 3/31/2012		10.77		0.13			0.30		0.43		(0.21	)		(0.03	)		(0.24	)		10.96	1.48%	1.35%	1.24%		4.08	%		158,748		10	%
4/1/2010 - 3/31/2011		10.33		0.07			0.63		0.70		(0.26	)		—			(0.26	)		10.77	1.53%	1.27%	0.68%		6.81	%		117,458		18	%
4/1/2009 - 3/31/2010		8.76		0.24			1.61		1.85		(0.25	)		(0.03	)		(0.28	)		10.33	1.70%	0.95%	2.45%		21.14	%		67,620		21	%
Class R
4/1/2014 - 9/30/2014 (5)		$11.24		($0.05	)		$0.22		$0.17		$—			$—			$—			$11.41	0.95%	0.85%	(0.85%)		1.51	%		$12,130		9	%
4/1/2013 - 3/31/2014		11.36		0.07			0.10		0.17		(0.13	)		(0.16	)		(0.29	)		11.24	0.95%	0.85%	0.65%		1.52	%		11,132		11	%
4/1/2012 - 3/31/2013		11.03		0.20			0.50		0.70		(0.32	)		(0.05	)		(0.37	)		11.36	0.96%	0.85%	1.79%		6.38	%		12,357		27	%
4/1/2011 - 3/31/2012		10.83		0.19			0.29		0.48		(0.25	)		(0.03	)		(0.28	)		11.03	0.98%	0.85%	1.74%		4.58	%		10,522		10	%
4/1/2010 - 3/31/2011		10.38		0.13			0.61		0.74		(0.29	)		—			(0.29	)		10.83	1.03%	0.75%	1.20%		7.25	%		8,881		18	%
4/1/2009 - 3/31/2010		8.81		0.29			1.60		1.89		(0.29	)		(0.03	)		(0.32	)		10.38	1.20%	0.45%	2.95%		21.53	%		7,972		21	%
Advisor Class
4/1/2014 - 9/30/2014 (5)		$11.29		($0.02	)		$0.22		$0.20		$—			$—			$—			$11.49	0.45%	0.35%	(0.35%)		1.77	%		$9,184		9	%
4/1/2013 - 3/31/2014		11.41		0.12			0.09		0.21		(0.17	)		(0.16	)		(0.33	)		11.29	0.45%	0.40%	1.10%		1.87	%		3,867		11	%
12/31/2012 - 3/31/2013		11.18		(0.01	)		0.24		0.23		—			—			—			11.41	0.48%	0.40%	(0.40%)		2.06	%		1,366		27	%
PL Portfolio Optimization Moderate-Conservative Fund
Class A
4/1/2014 - 9/30/2014 (5)		$12.48		($0.04	)		$0.30		$0.26		$—			$—			$—			$12.74	0.69%	0.60%	(0.60%)		2.08	%		$274,412		11	%
4/1/2013 - 3/31/2014		12.10		0.11			0.50		0.61		(0.18	)		(0.05	)		(0.23	)		12.48	0.69%	0.60%	0.89%		5.08	%		274,899		5	%
4/1/2012 - 3/31/2013		11.56		0.18			0.64		0.82		(0.28	)		—			(0.28	)		12.10	0.71%	0.60%	1.58%		7.22	%		246,609		24	%
4/1/2011 - 3/31/2012		11.25		0.18			0.35		0.53		(0.22	)		—			(0.22	)		11.56	0.73%	0.60%	1.62%		4.87	%		188,660		10	%
4/1/2010 - 3/31/2011		10.54		0.12			0.87		0.99		(0.28	)		—			(0.28	)		11.25	0.78%	0.52%	1.16%		9.53	%		132,919		10	%
4/1/2009 - 3/31/2010		8.36		0.26			2.19		2.45		(0.27	)		—			(0.27	)		10.54	0.95%	0.20%	2.58%		29.60	%		78,160		10	%
Class B
4/1/2014 - 9/30/2014 (5)		$12.36		($0.09	)		$0.29		$0.20		$—			$—			$—			$12.56	1.44%	1.35%	(1.35%)		1.62	%		$52,070		11	%
4/1/2013 - 3/31/2014		11.99		0.02			0.51		0.53		(0.11	)		(0.05	)		(0.16	)		12.36	1.44%	1.35%	0.14%		4.47	%		52,285		5	%
4/1/2012 - 3/31/2013		11.46		0.10			0.63		0.73		(0.20	)		—			(0.20	)		11.99	1.46%	1.35%	0.85%		6.46	%		49,372		24	%
4/1/2011 - 3/31/2012		11.17		0.10			0.35		0.45		(0.16	)		—			(0.16	)		11.46	1.48%	1.35%	0.87%		4.07	%		40,812		10	%
4/1/2010 - 3/31/2011		10.47		0.04			0.87		0.91		(0.21	)		—			(0.21	)		11.17	1.53%	1.27%	0.41%		8.78	%		28,411		10	%
4/1/2009 - 3/31/2010		8.30		0.18			2.20		2.38		(0.21	)		—			(0.21	)		10.47	1.70%	0.95%	1.83%		28.87	%		19,202		10	%
Class C
4/1/2014 - 9/30/2014 (5)		$12.35		($0.09	)		$0.30		$0.21		$—			$—			$—			$12.56	1.44%	1.35%	(1.35%)		1.70	%		$237,958		11	%
4/1/2013 - 3/31/2014		11.99		0.02			0.51		0.53		(0.12	)		(0.05	)		(0.17	)		12.35	1.44%	1.35%	0.14%		4.41	%		228,445		5	%
4/1/2012 - 3/31/2013		11.47		0.09			0.64		0.73		(0.21	)		—			(0.21	)		11.99	1.46%	1.35%	0.81%		6.41	%		196,123		24	%
4/1/2011 - 3/31/2012		11.16		0.10			0.36		0.46		(0.15	)		—			(0.15	)		11.47	1.48%	1.35%	0.87%		4.20	%		144,900		10	%
4/1/2010 - 3/31/2011		10.47		0.04			0.86		0.90		(0.21	)		—			(0.21	)		11.16	1.53%	1.27%	0.41%		8.71	%		107,411		10	%
4/1/2009 - 3/31/2010		8.30		0.18			2.20		2.38		(0.21	)		—			(0.21	)		10.47	1.70%	0.95%	1.83%		28.87	%		65,086		10	%

See Notes to Financial Statements See explanation of references on B-14

B-9

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (Continued)

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

			Selected Per Share Data																		Ratios to Average Net  Assets			Supplemental Data
			Investment Operations							Distributions
For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (1)			Net Realized and Unrealized Gain		Total		Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (2)	Expenses After Reductions (2), (3)	Net Investment Income (Loss) (2)	Total Returns (4)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
PL Portfolio Optimization Moderate-Conservative Fund (Continued)
Class R
4/1/2014 - 9/30/2014 (5)		$12.44		($0.05	)		$0.29		$0.24		$—			$—			$—			$12.68	0.94%	0.85%	(0.85%)		1.93	%		$6,742		11	%
4/1/2013 - 3/31/2014		12.06		0.08			0.51		0.59		(0.16	)		(0.05	)		(0.21	)		12.44	0.94%	0.85%	0.64%		4.91	%		7,000		5	%
4/1/2012 - 3/31/2013		11.52		0.16			0.63		0.79		(0.25	)		—			(0.25	)		12.06	0.96%	0.85%	1.39%		6.92	%		6,482		24	%
4/1/2011 - 3/31/2012		11.22		0.15			0.35		0.50		(0.20	)		—			(0.20	)		11.52	0.98%	0.85%	1.37%		4.53	%		6,301		10	%
4/1/2010 - 3/31/2011		10.51		0.10			0.86		0.96		(0.25	)		—			(0.25	)		11.22	1.03%	0.76%	0.91%		9.32	%		15,236		10	%
4/1/2009 - 3/31/2010		8.34		0.23			2.20		2.43		(0.26	)		—			(0.26	)		10.51	1.20%	0.45%	2.33%		29.32	%		10,478		10	%
Advisor Class
4/1/2014 - 9/30/2014 (5)		$12.49		($0.02	)		$0.29		$0.27		$—			$—			$—			$12.76	0.44%	0.35%	(0.35%)		2.16	%		$6,092		11	%
4/1/2013 - 3/31/2014		12.10		0.13			0.51		0.64		(0.20	)		(0.05	)		(0.25	)		12.49	0.44%	0.40%	1.09%		5.32	%		2,892		5	%
12/31/2012 - 3/31/2013		11.68		(0.01	)		0.43		0.42		—			—			—			12.10	0.46%	0.40%	(0.40%)		3.60	%		880		24	%
PL Portfolio Optimization Moderate Fund
Class A
4/1/2014 - 9/30/2014 (5)		$13.98		($0.04	)		$0.33		$0.29		$—			$—			$—			$14.27	0.68%	0.60%	(0.60%)		2.08	%		$826,495		11	%
4/1/2013 - 3/31/2014		13.06		0.11			1.00		1.11		(0.19	)		—			(0.19	)		13.98	0.69%	0.60%	0.84%		8.51	%		814,707		1	%
4/1/2012 - 3/31/2013		12.26		0.15			0.86		1.01		(0.21	)		—			(0.21	)		13.06	0.70%	0.60%	1.20%		8.36	%		654,158		25	%
4/1/2011 - 3/31/2012		11.88		0.14			0.42		0.56		(0.18	)		—			(0.18	)		12.26	0.72%	0.60%	1.18%		4.82	%		517,945		7	%
4/1/2010 - 3/31/2011		10.81		0.10			1.19		1.29		(0.22	)		—			(0.22	)		11.88	0.77%	0.52%	0.91%		12.10	%		384,999		9	%
4/1/2009 - 3/31/2010		7.96		0.20			2.87		3.07		(0.22	)		—			(0.22	)		10.81	0.92%	0.20%	1.99%		38.85	%		247,213		9	%
Class B
4/1/2014 - 9/30/2014 (5)		$13.89		($0.10	)		$0.34		$0.24		$—			$—			$—			$14.13	1.43%	1.35%	(1.35%)		1.73	%		$157,628		11	%
4/1/2013 - 3/31/2014		12.96		0.01			1.01		1.02		(0.09	)		—			(0.09	)		13.89	1.44%	1.35%	0.09%		7.90	%		156,450		1	%
4/1/2012 - 3/31/2013		12.18		0.06			0.85		0.91		(0.13	)		—			(0.13	)		12.96	1.45%	1.35%	0.47%		7.49	%		136,411		25	%
4/1/2011 - 3/31/2012		11.80		0.05			0.43		0.48		(0.10	)		—			(0.10	)		12.18	1.47%	1.35%	0.43%		4.13	%		115,513		7	%
4/1/2010 - 3/31/2011		10.74		0.02			1.18		1.20		(0.14	)		—			(0.14	)		11.80	1.52%	1.26%	0.17%		11.33	%		92,064		9	%
4/1/2009 - 3/31/2010		7.90		0.12			2.87		2.99		(0.15	)		—			(0.15	)		10.74	1.67%	0.95%	1.24%		38.14	%		65,336		9	%
Class C
4/1/2014 - 9/30/2014 (5)		$13.87		($0.10	)		$0.34		$0.24		$—			$—			$—			$14.11	1.43%	1.35%	(1.35%)		1.73	%		$588,092		11	%
4/1/2013 - 3/31/2014		12.95		0.01			1.01		1.02		(0.10	)		—			(0.10	)		13.87	1.44%	1.35%	0.09%		7.89	%		566,257		1	%
4/1/2012 - 3/31/2013		12.17		0.06			0.85		0.91		(0.13	)		—			(0.13	)		12.95	1.45%	1.35%	0.46%		7.50	%		445,932		25	%
4/1/2011 - 3/31/2012		11.78		0.05			0.43		0.48		(0.09	)		—			(0.09	)		12.17	1.47%	1.35%	0.43%		4.18	%		366,753		7	%
4/1/2010 - 3/31/2011		10.73		0.02			1.17		1.19		(0.14	)		—			(0.14	)		11.78	1.52%	1.26%	0.17%		11.26	%		308,449		9	%
4/1/2009 - 3/31/2010		7.88		0.12			2.88		3.00		(0.15	)		—			(0.15	)		10.73	1.67%	0.95%	1.24%		38.36	%		210,889		9	%
Class R
4/1/2014 - 9/30/2014 (5)		$13.96		($0.06	)		$0.33		$0.27		$—			$—			$—			$14.23	0.93%	0.85%	(0.85%)		1.93	%		$29,353		11	%
4/1/2013 - 3/31/2014		13.03		0.08			1.00		1.08		(0.15	)		—			(0.15	)		13.96	0.94%	0.85%	0.59%		8.33	%		31,641		1	%
4/1/2012 - 3/31/2013		12.24		0.11			0.86		0.97		(0.18	)		—			(0.18	)		13.03	0.95%	0.85%	0.93%		8.02	%		29,715		25	%
4/1/2011 - 3/31/2012		11.84		0.11			0.43		0.54		(0.14	)		—			(0.14	)		12.24	0.97%	0.85%	0.93%		4.67	%		23,321		7	%
4/1/2010 - 3/31/2011		10.77		0.07			1.18		1.25		(0.18	)		—			(0.18	)		11.84	1.02%	0.75%	0.68%		11.82	%		23,658		9	%
4/1/2009 - 3/31/2010		7.93		0.17			2.87		3.04		(0.20	)		—			(0.20	)		10.77	1.17%	0.45%	1.74%		38.61	%		24,232		9	%
Advisor Class
4/1/2014 - 9/30/2014 (5)		$13.98		($0.03	)		$0.34		$0.31		$—			$—			$—			$14.29	0.43%	0.35%	(0.35%)		2.22	%		$25,004		11	%
4/1/2013 - 3/31/2014		13.06		0.14			1.00		1.14		(0.22	)		—			(0.22	)		13.98	0.44%	0.40%	1.04%		8.73	%		19,945		1	%
12/31/2012 - 3/31/2013		12.41		(0.01	)		0.66		0.65		—			—			—			13.06	0.45%	0.40%	(0.40%)		5.24	%		3,396		25	%
PL Portfolio Optimization Moderate-Aggressive Fund
Class A
4/1/2014 - 9/30/2014 (5)		$14.74		($0.05	)		$0.35		$0.30		$—			$—			$—			$15.04	0.68%	0.60%	(0.60%)		2.04	%		$576,187		11	%
4/1/2013 - 3/31/2014		13.33		0.09			1.51		1.60		(0.19	)		—			(0.19	)		14.74	0.69%	0.60%	0.66%		12.01	%		555,319		1	%
4/1/2012 - 3/31/2013		12.41		0.10			0.96		1.06		(0.14	)		—			(0.14	)		13.33	0.71%	0.60%	0.83%		8.62	%		436,055		25	%
4/1/2011 - 3/31/2012		12.05		0.10			0.38		0.48		(0.12	)		—			(0.12	)		12.41	0.72%	0.60%	0.82%		4.13	%		365,426		8	%
4/1/2010 - 3/31/2011		10.68		0.07			1.44		1.51		(0.14	)		—			(0.14	)		12.05	0.77%	0.51%	0.62%		14.36	%		301,232		13	%
4/1/2009 - 3/31/2010		7.31		0.13			3.38		3.51		(0.14	)		—			(0.14	)		10.68	0.92%	0.20%	1.33%		48.26	%		225,236		14	%

See Notes to Financial Statements See explanation of references on B-14

B-10

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (Continued)

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

			Selected Per Share Data																	Ratios to Average Net  Assets			Supplemental Data
			Investment Operations							Distributions
For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (1)			Net Realized and Unrealized Gain		Total		Net Investment Income			Capital Gains		Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (2)	Expenses After Reductions (2), (3)	Net Investment Income (Loss) (2)	Total Returns (4)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
PL Portfolio Optimization Moderate-Aggressive Fund (Continued)
Class B
4/1/2014 - 9/30/2014 (5)		$14.62		($0.10	)		$0.34		$0.24		$—			$—		$—			$14.86	1.43%	1.35%	(1.35%)		1.64	%		$119,062		11	%
4/1/2013 - 3/31/2014		13.22		(0.01	)		1.50		1.49		(0.09	)		—		(0.09	)		14.62	1.44%	1.35%	(0.09%)		11.25	%		119,506		1	%
4/1/2012 - 3/31/2013		12.30		0.01			0.96		0.97		(0.05	)		—		(0.05	)		13.22	1.46%	1.35%	0.09%		7.92	%		105,757		25	%
4/1/2011 - 3/31/2012		11.93		0.01			0.40		0.41		(0.04	)		—		(0.04	)		12.30	1.47%	1.35%	0.07%		3.50	%		95,937		8	%
4/1/2010 - 3/31/2011		10.57		(0.01	)		1.43		1.42		(0.06	)		—		(0.06	)		11.93	1.52%	1.26%	(0.13%)		13.59	%		83,812		13	%
4/1/2009 - 3/31/2010		7.21		0.05			3.38		3.43		(0.07	)		—		(0.07	)		10.57	1.67%	0.95%	0.58%		47.84	%		68,751		14	%
Class C
4/1/2014 - 9/30/2014 (5)		$14.59		($0.10	)		$0.34		$0.24		$—			$—		$—			$14.83	1.43%	1.35%	(1.35%)		1.65	%		$385,831		11	%
4/1/2013 - 3/31/2014		13.19		(0.01	)		1.50		1.49		(0.09	)		—		(0.09	)		14.59	1.44%	1.35%	(0.09%)		11.33	%		375,368		1	%
4/1/2012 - 3/31/2013		12.27		0.01			0.96		0.97		(0.05	)		—		(0.05	)		13.19	1.46%	1.35%	0.09%		7.95	%		295,615		25	%
4/1/2011 - 3/31/2012		11.91		0.01			0.39		0.40		(0.04	)		—		(0.04	)		12.27	1.47%	1.35%	0.07%		3.39	%		257,114		8	%
4/1/2010 - 3/31/2011		10.55		(0.01	)		1.43		1.42		(0.06	)		—		(0.06	)		11.91	1.52%	1.26%	(0.13%)		13.64	%		230,964		13	%
4/1/2009 - 3/31/2010		7.18		0.05			3.39		3.44		(0.07	)		—		(0.07	)		10.55	1.67%	0.95%	0.58%		48.18	%		189,917		14	%
Class R
4/1/2014 - 9/30/2014 (5)		$14.72		($0.06	)		$0.34		$0.28		$—			$—		$—			$15.00	0.93%	0.85%	(0.85%)		1.90	%		$21,823		11	%
4/1/2013 - 3/31/2014		13.32		0.06			1.49		1.55		(0.15	)		—		(0.15	)		14.72	0.94%	0.85%	0.41%		11.67	%		20,326		1	%
4/1/2012 - 3/31/2013		12.40		0.07			0.96		1.03		(0.11	)		—		(0.11	)		13.32	0.96%	0.85%	0.55%		8.38	%		17,844		25	%
4/1/2011 - 3/31/2012		12.03		0.07			0.40		0.47		(0.10	)		—		(0.10	)		12.40	0.97%	0.85%	0.57%		3.97	%		14,710		8	%
4/1/2010 - 3/31/2011		10.67		0.04			1.44		1.48		(0.12	)		—		(0.12	)		12.03	1.02%	0.76%	0.37%		14.00	%		17,265		13	%
4/1/2009 - 3/31/2010		7.30		0.10			3.39		3.49		(0.12	)		—		(0.12	)		10.67	1.17%	0.45%	1.08%		48.07	%		12,211		14	%
Advisor Class
4/1/2014 - 9/30/2014 (5)		$14.75		($0.03	)		$0.34		$0.31		$—			$—		$—			$15.06	0.43%	0.35%	(0.35%)		2.10	%		$8,155		11	%
4/1/2013 - 3/31/2014		13.34		0.12			1.51		1.63		(0.22	)		—		(0.22	)		14.75	0.44%	0.40%	0.86%		12.21	%		5,111		1	%
12/31/2012 - 3/31/2013		12.50		(0.01	)		0.85		0.84		—			—		—			13.34	0.45%	0.40%	(0.40%)		6.72	%		2,470		25	%
PL Portfolio Optimization Aggressive Fund
Class A
4/1/2014 - 9/30/2014 (5)		$15.23		($0.05	)		$0.30		$0.25		$—			$—		$—			$15.48	0.69%	0.60%	(0.60%)		1.64	%		$167,030		11	%
4/1/2013 - 3/31/2014		13.50		0.08			1.77		1.85		(0.12	)		—		(0.12	)		15.23	0.71%	0.60%	0.58%		13.70	%		161,858		5	%
4/1/2012 - 3/31/2013		12.56		0.07			0.96		1.03		(0.09	)		—		(0.09	)		13.50	0.73%	0.60%	0.57%		8.30	%		133,265		30	%
4/1/2011 - 3/31/2012		12.29		0.06			0.27		0.33		(0.06	)		—		(0.06	)		12.56	0.74%	0.60%	0.52%		2.73	%		122,397		13	%
4/1/2010 - 3/31/2011		10.66		0.05			1.65		1.70		(0.07	)		—		(0.07	)		12.29	0.80%	0.51%	0.44%		16.11	%		114,246		26	%
4/1/2009 - 3/31/2010		6.92		0.09			3.75		3.84		(0.10	)		—		(0.10	)		10.66	0.94%	0.20%	0.94%		55.84	%		98,669		26	%
Class B
4/1/2014 - 9/30/2014 (5)		$14.94		($0.10	)		$0.30		$0.20		$—			$—		$—			$15.14	1.44%	1.35%	(1.35%)		1.34	%		$36,494		11	%
4/1/2013 - 3/31/2014		13.22		(0.02	)		1.76		1.74		(0.02	)		—		(0.02	)		14.94	1.46%	1.35%	(0.17%)		13.13	%		37,704		5	%
4/1/2012 - 3/31/2013		12.28		(0.02	)		0.96		0.94		(0.00	)(6)		—		(0.00	)(6)		13.22	1.48%	1.35%	(0.17%)		7.69	%		33,013		30	%
4/1/2011 - 3/31/2012		12.03		(0.03	)		0.28		0.25		—			—		—			12.28	1.49%	1.35%	(0.23%)		2.08	%		31,969		13	%
4/1/2010 - 3/31/2011		10.46		(0.03	)		1.65		1.62		(0.05	)		—		(0.05	)		12.03	1.55%	1.25%	(0.31%)		15.62	%		30,693		26	%
4/1/2009 - 3/31/2010		6.72		0.02			3.75		3.77		(0.03	)		—		(0.03	)		10.46	1.69%	0.95%	0.19%		56.15	%		28,776		26	%
Class C
4/1/2014 - 9/30/2014 (5)		$14.93		($0.10	)		$0.30		$0.20		$—			$—		$—			$15.13	1.44%	1.35%	(1.35%)		1.34	%		$104,094		11	%
4/1/2013 - 3/31/2014		13.22		(0.02	)		1.75		1.73		(0.02	)		—		(0.02	)		14.93	1.46%	1.35%	(0.17%)		13.12	%		101,888		5	%
4/1/2012 - 3/31/2013		12.28		(0.02	)		0.97		0.95		(0.01	)		—		(0.01	)		13.22	1.48%	1.35%	(0.18%)		7.71	%		81,754		30	%
4/1/2011 - 3/31/2012		12.03		(0.03	)		0.28		0.25		—			—		—			12.28	1.49%	1.35%	(0.23%)		2.08	%		76,613		13	%
4/1/2010 - 3/31/2011		10.46		(0.03	)		1.65		1.62		(0.05	)		—		(0.05	)		12.03	1.55%	1.25%	(0.31%)		15.61	%		75,607		26	%
4/1/2009 - 3/31/2010		6.71		0.02			3.75		3.77		(0.02	)		—		(0.02	)		10.46	1.69%	0.95%	0.19%		56.11	%		68,230		26	%
Class R
4/1/2014 - 9/30/2014 (5)		$15.15		($0.07	)		$0.30		$0.23		$—			$—		$—			$15.38	0.94%	0.85%	(0.85%)		1.52	%		$8,864		11	%
4/1/2013 - 3/31/2014		13.43		0.05			1.75		1.80		(0.08	)		—		(0.08	)		15.15	0.96%	0.85%	0.33%		13.45	%		8,151		5	%
4/1/2012 - 3/31/2013		12.48		0.04			0.97		1.01		(0.06	)		—		(0.06	)		13.43	0.98%	0.85%	0.33%		8.17	%		7,251		30	%
4/1/2011 - 3/31/2012		12.22		0.03			0.26		0.29		(0.03	)		—		(0.03	)		12.48	0.99%	0.85%	0.27%		2.43	%		6,662		13	%
4/1/2010 - 3/31/2011		10.61		0.02			1.65		1.67		(0.06	)		—		(0.06	)		12.22	1.05%	0.76%	0.19%		16.02	%		5,553		26	%
4/1/2009 - 3/31/2010		6.88		0.06			3.76		3.82		(0.09	)		—		(0.09	)		10.61	1.19%	0.45%	0.69%		55.70	%		4,448		26	%

See Notes to Financial Statements See explanation of references on B-14

B-11

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (Continued)

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

			Selected Per Share Data																				Ratios to Average Net  Assets			Supplemental Data
			Investment Operations									Distributions
For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (1)			Net Realized and Unrealized Gain (Loss)			Total			Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (2)	Expenses After Reductions (2), (3)	Net Investment Income (Loss) (2)	Total Returns (4)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
PL Portfolio Optimization Aggressive Fund (Continued)
Advisor Class
4/1/2014 - 9/30/2014 (5)		$15.23		($0.03	)		$0.31			$0.28			$—			$—			$—			$15.51	0.44%	0.35%	(0.35%)		1.84	%		$5,088		11	%
4/1/2013 - 3/31/2014		13.51		0.11			1.76			1.87			(0.15	)		—			(0.15	)		15.23	0.46%	0.40%	0.78%		13.84	%		2,719		5	%
12/31/2012 - 3/31/2013		12.56		(0.01	)		0.96			0.95			—			—			—			13.51	0.48%	0.40%	(0.40%)		7.56	%		222		30	%
PL Diversified Alternatives Fund
Class A
4/1/2014 - 9/30/2014 (5)		$9.99		($0.01	)		$0.32			$0.31			$—			$—			$—			$10.30	4.62%	0.85%	(0.28%)		3.10	%		$1,025		11	%
12/31/2013 - 3/31/2014)		10.00		(0.01	)		(0.00	)(6)		(0.01	)		—			—			—			9.99	3.36%	0.85%	(0.34%)		(0.10	%)		10		1	%
Class C
4/1/2014 - 9/30/2014 (5)		$9.97		($0.05	)		$0.32			$0.27			$—			$—			$—			$10.24	5.37%	1.60%	(1.03%)		2.71	%		$221		11	%
12/31/2013 - 3/31/2014		10.00		(0.03	)		(0.00	)(6)		(0.03	)		—			—			—			9.97	4.11%	1.60%	(1.09%)		(0.30	%)		10		1	%
Advisor Class
4/1/2014 - 9/30/2014 (5)		$9.99		($0.00	)		$0.33			$0.33			$—			$—			$—			$10.32	4.37%	0.60%	(0.03%)		3.30	%		$2,195		11	%
12/31/2013 - 3/31/2014		10.00		(0.00	)(6)		(0.01	)		(0.01	)		—			—			—			9.99	3.11%	0.60%	(0.09%)		(0.10	%)		1,978		1	%
PL Short Duration Income Fund
Class A
4/1/2014 - 9/30/2014 (5)		$10.46		$0.09			($0.05	)		$0.04			($0.09	)		$—			($0.09	)		$10.41	1.09%	0.85%	1.68%		0.33	%		$52,543		23	%
4/1/2013 - 3/31/2014		10.46		0.17			0.04			0.21			(0.18	)		(0.03	)		(0.21	)		10.46	1.14%	0.85%	1.68%		2.00	%		60,012		98	%
6/29/2012 - 3/31/2013		10.20		0.16			0.32			0.48			(0.15	)		(0.07	)		(0.22	)		10.46	1.24%	0.85%	2.02%		4.78	%		22,589		146	%
Class C
4/1/2014 - 9/30/2014 (5)		$10.45		$0.05			($0.05	)		$—			($0.05	)		$—			($0.05	)		$10.40	1.84%	1.60%	0.93%		(0.02	%)		$29,707		23	%
4/1/2013 - 3/31/2014		10.45		0.10			0.03			0.13			(0.10	)		(0.03	)		(0.13	)		10.45	1.89%	1.60%	0.93%		1.28	%		23,769		98	%
6/29/2012 - 3/31/2013		10.20		0.10			0.33			0.43			(0.11	)		(0.07	)		(0.18	)		10.45	1.99%	1.60%	1.27%		4.28	%		10,307		146	%
Class I
4/1/2014 - 9/30/2014 (5)		$10.45		$0.10			($0.05	)		$0.05			($0.10	)		$—			($0.10	)		$10.40	0.69%	0.59%	1.94%		0.47	%		$1,070		23	%
4/1/2013 - 3/31/2014		10.45		0.21			0.02			0.23			(0.20	)		(0.03	)		(0.23	)		10.45	0.74%	0.60%	1.93%		2.20	%		979		98	%
4/1/2012 - 3/31/2013		10.14		0.23			0.38			0.61			(0.23	)		(0.07	)		(0.30	)		10.45	1.08%	0.60%	2.27%		6.10	%		13,280		146	%
12/19/2011 - 3/31/2012		10.00		0.06			0.15			0.21			(0.07	)		—			(0.07	)		10.14	2.04%	0.60%	2.06%		2.10	%		12,251		73	%
Advisor Class
4/1/2014 - 9/30/2014 (5)		$10.46		$0.10			($0.05	)		$0.05			($0.10	)		$—			($0.10	)		$10.41	0.84%	0.60%	1.93%		0.47	%		$47,781		23	%
4/1/2013 - 3/31/2014		10.46		0.20			0.03			0.23			(0.20	)		(0.03	)		(0.23	)		10.46	0.89%	0.60%	1.93%		2.25	%		9,595		98	%
6/29/2012 - 3/31/2013		10.20		0.18			0.31			0.49			(0.16	)		(0.07	)		(0.23	)		10.46	0.99%	0.60%	2.27%		4.85	%		3,148		146	%
PL Income Fund
Class A
4/1/2014 - 9/30/2014 (5)		$10.66		$0.16			$0.03			$0.19			($0.16	)		$—			($0.16	)		$10.69	1.15%	0.92%	3.00%		1.80	%		$199,794		30	%
4/1/2013 - 3/31/2014		10.92		0.32			(0.09	)		0.23			(0.33	)		(0.16	)		(0.49	)		10.66	1.16%	0.90%	3.03%		2.27	%		221,086		120	%
4/1/2012 - 3/31/2013		10.61		0.30			0.55			0.85			(0.29	)		(0.25	)		(0.54	)		10.92	1.17%	0.90%	2.76%		8.13	%		333,987		171	%
4/1/2011 - 3/31/2012		10.16		0.30			0.48			0.78			(0.30	)		(0.03	)		(0.33	)		10.61	1.35%	0.90%	2.94%		7.79	%		247,522		199	%
12/31/2010 - 3/31/2011		10.00		0.09			0.16			0.25			(0.09	)		—			(0.09	)		10.16	1.77%	0.90%	3.62%		2.46	%		5,300		142	%
Class C
4/1/2014 - 9/30/2014 (5)		$10.66		$0.12			$0.03			$0.15			($0.12	)		$—			($0.12	)		$10.69	1.90%	1.67%	2.25%		1.43	%		$146,984		30	%
4/1/2013 - 3/31/2014		10.93		0.24			(0.10	)		0.14			(0.25	)		(0.16	)		(0.41	)		10.66	1.91%	1.65%	2.28%		1.41	%		122,946		120	%
4/1/2012 - 3/31/2013		10.62		0.22			0.55			0.77			(0.21	)		(0.25	)		(0.46	)		10.93	1.92%	1.65%	2.01%		7.37	%		160,472		171	%
6/30/2011 - 3/31/2012		10.32		0.17			0.33			0.50			(0.17	)		(0.03	)		(0.20	)		10.62	2.07%	1.65%	2.17%		4.89	%		76,726		199	%
Class I
4/1/2014 - 9/30/2014 (5)		$10.67		$0.18			$0.03			$0.21			($0.18	)		$—			($0.18	)		$10.70	0.75%	0.65%	3.27%		1.93	%		$1,050		30	%
4/1/2013 - 3/31/2014		10.93		0.35			(0.09	)		0.26			(0.36	)		(0.16	)		(0.52	)		10.67	0.76%	0.65%	3.28%		2.53	%		1,187		120	%
4/1/2012 - 3/31/2013		10.62		0.33			0.55			0.88			(0.32	)		(0.25	)		(0.57	)		10.93	0.77%	0.65%	3.01%		8.39	%		1,794		171	%
4/1/2011 - 3/31/2012		10.16		0.36			0.44			0.80			(0.31	)		(0.03	)		(0.34	)		10.62	0.95%	0.65%	3.42%		7.95	%		1,292		199	%
12/31/2010 - 3/31/2011		10.00		0.10			0.15			0.25			(0.09	)		—			(0.09	)		10.16	1.37%	0.65%	3.87%		2.48	%		51,231		142	%
Advisor Class
4/1/2014 - 9/30/2014 (5)		$10.68		$0.18			$0.04			$0.22			($0.18	)		$—			($0.18	)		$10.72	0.90%	0.67%	3.25%		2.02	%		$124,097		30	%
4/1/2013 - 3/31/2014		10.95		0.35			(0.10	)		0.25			(0.36	)		(0.16	)		(0.52	)		10.68	0.91%	0.65%	3.28%		2.53	%		69,489		120	%
6/29/2012 - 3/31/2013		10.79		0.24			0.41			0.65			(0.24	)		(0.25	)		(0.49	)		10.95	0.94%	0.67%	2.99%		5.97	%		93,966		171	%

See Notes to Financial Statements See explanation of references on B-14

B-12

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (Continued)

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

			Selected Per Share Data																			Ratios to Average Net  Assets			Supplemental Data
			Investment Operations								Distributions
For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (1)		Net Realized and Unrealized Gain (Loss)			Total			Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (2)	Expenses After Reductions (2), (3)	Net Investment Income (2)	Total Returns (4)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
PL Strategic Income Fund
Class A
4/1/2014 - 9/30/2014 (5)		$11.20		$0.22		($0.16	)		$0.06			($0.21	)		$—			($0.21	)		$11.05	1.29%	1.05%	3.95%		0.53	%		$49,019		75	%
4/1/2013 - 3/31/2014		11.23		0.48		0.30			0.78			(0.49	)		(0.32	)		(0.81	)		11.20	1.43%	1.05%	4.34%		7.25	%		37,896		190	%
6/29/2012 - 3/31/2013		10.53		0.38		0.98			1.36			(0.36	)		(0.30	)		(0.66	)		11.23	1.47%	1.05%	4.55%		13.12	%		20,963		353	%
Class C
4/1/2014 - 9/30/2014 (5)		$11.19		$0.18		($0.17	)		$0.01			($0.17	)		$—			($0.17	)		$11.03	2.04%	1.80%	3.20%		0.09	%		$37,763		75	%
4/1/2013 - 3/31/2014		11.22		0.40		0.30			0.70			(0.41	)		(0.32	)		(0.73	)		11.19	2.18%	1.80%	3.59%		6.51	%		23,451		190	%
6/29/2012 - 3/31/2013		10.53		0.32		0.98			1.30			(0.31	)		(0.30	)		(0.61	)		11.22	2.22%	1.80%	3.80%		12.52	%		7,948		353	%
Class I
4/1/2014 - 9/30/2014 (5)		$11.15		$0.24		($0.17	)		$0.07			($0.23	)		$—			($0.23	)		$10.99	0.89%	0.78%	4.21%		0.57	%		$1,919		75	%
4/1/2013 - 3/31/2014		11.18		0.52		0.28			0.80			(0.51	)		(0.32	)		(0.83	)		11.15	1.03%	0.80%	4.59%		7.51	%		1,686		190	%
4/1/2012 - 3/31/2013		10.40		0.52		1.09			1.61			(0.53	)		(0.30	)		(0.83	)		11.18	1.22%	0.80%	4.80%		15.94	%		22,099		353	%
12/19/2011 - 3/31/2012		10.00		0.14		0.38			0.52			(0.12	)		—			(0.12	)		10.40	1.78%	0.80%	4.84%		5.22	%		17,796		156	%
Advisor Class
4/1/2014 - 9/30/2014 (5)		$11.20		$0.23		($0.15	)		$0.08			($0.23	)		$—			($0.23	)		$11.05	1.03%	0.80%	4.20%		0.66	%		$50,578		75	%
4/1/2013 - 3/31/2014		11.24		0.51		0.29			0.80			(0.52	)		(0.32	)		(0.84	)		11.20	1.18%	0.80%	4.59%		7.42	%		9,302		190	%
6/29/2012 - 3/31/2013		10.53		0.40		0.97			1.37			(0.36	)		(0.30	)		(0.66	)		11.24	1.24%	0.82%	4.78%		13.31	%		1,575		353	%
PL Floating Rate Income Fund
Class A
4/1/2014 - 9/30/2014 (5)		$10.51		$0.22		($0.17	)		$0.05			($0.22	)		$—			($0.22	)		$10.34	1.30%	1.05%	4.09%		0.46	%		$284,600		54	%
4/1/2013 - 3/31/2014		10.46		0.40		0.04			0.44			(0.37	)		(0.02	)		(0.39	)		10.51	1.30%	1.05%	3.86%		4.30	%		375,848		123	%
4/1/2012 - 3/31/2013		10.07		0.46		0.46			0.92			(0.43	)		(0.10	)		(0.53	)		10.46	1.43%	1.05%	4.46%		9.36	%		125,007		186	%
12/30/2011 - 3/31/2012		9.81		0.13		0.24			0.37			(0.11	)		—			(0.11	)		10.07	1.55%	1.05%	5.33%		3.79	%		12,071		139	%
Class C
4/1/2014 - 9/30/2014 (5)		$10.50		$0.18		($0.18	)		$—			($0.18	)		$—			($0.18	)		$10.32	2.05%	1.80%	3.34%		0.00	% (6)		$218,243		54	%
4/1/2013 - 3/31/2014		10.45		0.33		0.04			0.37			(0.30	)		(0.02	)		(0.32	)		10.50	2.05%	1.80%	3.11%		3.57	%		214,365		123	%
4/1/2012 - 3/31/2013		10.07		0.38		0.46			0.84			(0.36	)		(0.10	)		(0.46	)		10.45	2.18%	1.80%	3.71%		8.56	%		63,045		186	%
12/30/2011 - 3/31/2012		9.81		0.11		0.25			0.36			(0.10	)		—			(0.10	)		10.07	2.30%	1.80%	4.61%		3.68	%		3,372		139	%
Class I
4/1/2014 - 9/30/2014 (5)		$10.53		$0.23		($0.17	)		$0.06			($0.23	)		$—			($0.23	)		$10.36	0.90%	0.80%	4.34%		0.59	%		$105,106		54	%
4/1/2013 - 3/31/2014		10.47		0.43		0.05			0.48			(0.40	)		(0.02	)		(0.42	)		10.53	0.90%	0.80%	4.11%		4.65	%		96,635		123	%
4/1/2012 - 3/31/2013		10.08		0.48		0.46			0.94			(0.45	)		(0.10	)		(0.55	)		10.47	1.03%	0.80%	4.71%		9.56	%		10,726		186	%
6/30/2011 - 3/31/2012		10.00		0.34		0.06			0.40			(0.32	)		—			(0.32	)		10.08	1.24%	0.80%	4.60%		4.11	%		41,834		139	%
Class P
4/1/2014 - 9/30/2014 (5)		$10.52		$0.23		($0.17	)		$0.06			($0.23	)		$—			($0.23	)		$10.35	0.90%	0.80%	4.34%		0.59	%		$429		54	%
4/1/2013 - 3/31/2014		10.47		0.43		0.04			0.47			(0.40	)		(0.02	)		(0.42	)		10.52	0.90%	0.80%	4.11%		4.53	%		249		123	%
12/31/2012 - 3/31/2013		10.29		0.12		0.16			0.28			(0.10	)		—			(0.10	)		10.47	0.99%	0.80%	4.70%		2.74	%		14		186	%
Advisor Class
4/1/2014 - 9/30/2014 (5)		$10.54		$0.23		($0.17	)		$0.06			($0.23	)		$—			($0.23	)		$10.37	1.05%	0.80%	4.34%		0.59	%		$385,421		54	%
4/1/2013 - 3/31/2014		10.49		0.43		0.04			0.47			(0.40	)		(0.02	)		(0.42	)		10.54	1.05%	0.80%	4.11%		4.54	%		368,122		123	%
6/29/2012 - 3/31/2013		10.12		0.36		0.45			0.81			(0.34	)		(0.10	)		(0.44	)		10.49	1.15%	0.80%	4.70%		8.13	%		35,648		186	%
PL Limited Duration High Income Fund
Class A
4/1/2014 - 9/30/2014 (5)		$10.22		$0.22		($0.24	)		($0.02	)		($0.23	)		$—			($0.23	)		$9.97	1.68%	1.08%	4.38%		(0.25	%)		$10,448		28	%
7/31/2013 - 3/31/2014		10.00		0.26		0.22			0.48			(0.25	)		(0.01	)		(0.26	)		10.22	1.67%	1.08%	3.94%		4.85	%		8,677		53	%
Class C
4/1/2014 - 9/30/2014 (5)		$10.20		$0.18		($0.24	)		($0.06	)		($0.19	)		$—			($0.19	)		$9.95	2.41%	1.83%	3.63%		(0.59	%)		$4,172		28	%
7/31/2013 - 3/31/2014		10.00		0.21		0.22			0.43			(0.22	)		(0.01	)		(0.23	)		10.20	2.42%	1.83%	3.19%		4.28	%		2,442		53	%
Class I
4/1/2014 - 9/30/2014 (5)		$10.22		$0.24		($0.25	)		($0.01	)		($0.24	)		$—			($0.24	)		$9.97	1.28%	0.81%	4.65%		(0.02	%)		$22,206		28	%
7/31/2013 - 3/31/2014		10.00		0.28		0.21			0.49			(0.26	)		(0.01	)		(0.27	)		10.22	1.27%	0.83%	4.19%		4.87	%		22,227		53	%
Advisor Class
4/1/2014 - 9/30/2014 (5)		$10.21		$0.24		($0.25	)		($0.01	)		($0.24	)		$—			($0.24	)		$9.96	1.43%	0.83%	4.63%		(0.12	%)		$2,040		28	%
7/31/2013 - 3/31/2014		10.00		0.28		0.21			0.49			(0.27	)		(0.01	)		(0.28	)		10.21	1.42%	0.83%	4.19%		4.89	%		1,860		53	%

See Notes to Financial Statements See explanation of references on B-14

B-13

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (Continued)

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

			Selected Per Share Data																			Ratios to Average Net  Assets			Supplemental Data
			Investment Operations								Distributions
For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (1)		Net Realized and Unrealized Gain (Loss)			Total			Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (2)	Expenses After Reductions (2), (3)	Net Investment Income (2)	Total Returns (4)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
PL High Income Fund
Class A
4/1/2014 - 9/30/2014 (5)		$11.22		$0.26		($0.33	)		($0.07	)		($0.26	)		$—			($0.26	)		$10.89	1.50%	1.05%	4.71%		(0.66	%)		$8,665		47	%
4/1/2013 - 3/31/2014		11.16		0.56		0.25			0.81			(0.55	)		(0.20	)		(0.75	)		11.22	1.67%	1.05%	5.03%		7.50	%		6,441		99	%
6/29/2012 - 3/31/2013		10.57		0.46		0.84			1.30			(0.44	)		(0.27	)		(0.71	)		11.16	1.87%	1.05%	5.57%		12.59	%		3,497		154	%
Class C
4/1/2014 - 9/30/2014 (5)		$11.21		$0.22		($0.33	)		($0.11	)		($0.22	)		$—			($0.22	)		$10.88	2.25%	1.80%	3.96%		(1.03	%)		$5,826		47	%
4/1/2013 - 3/31/2014		11.16		0.47		0.25			0.72			(0.47	)		(0.20	)		(0.67	)		11.21	2.42%	1.80%	4.28%		6.65	%		5,245		99	%
6/29/2012 - 3/31/2013		10.57		0.40		0.85			1.25			(0.39	)		(0.27	)		(0.66	)		11.16	2.62%	1.80%	4.82%		12.11	%		2,203		154	%
Class I
4/1/2014 - 9/30/2014 (5)		$11.14		$0.28		($0.33	)		($0.05	)		($0.28	)		$—			($0.28	)		$10.81	1.10%	0.78%	4.97%		(0.53	%)		$9,445		47	%
4/1/2013 - 3/31/2014		11.09		0.58		0.24			0.82			(0.57	)		(0.20	)		(0.77	)		11.14	1.27%	0.80%	5.28%		7.72	%		9,493		99	%
4/1/2012 - 3/31/2013		10.58		0.63		0.82			1.45			(0.67	)		(0.27	)		(0.94	)		11.09	1.78%	0.80%	5.82%		14.21	%		8,810		154	%
12/19/2011 - 3/31/2012		10.00		0.20		0.55			0.75			(0.17	)		—			(0.17	)		10.58	2.82%	0.80%	6.73%		7.50	%		7,523		93	%
Advisor Class
4/1/2014 - 9/30/2014 (5)		$11.23		$0.28		($0.34	)		($0.06	)		($0.27	)		$—			($0.27	)		$10.90	1.25%	0.80%	4.96%		(0.54	%)		$4,269		47	%
4/1/2013 - 3/31/2014		11.18		0.58		0.24			0.82			(0.57	)		(0.20	)		(0.77	)		11.23	1.42%	0.80%	5.28%		7.67	%		3,064		99	%
6/29/2012 - 3/31/2013		10.57		0.48		0.85			1.33			(0.45	)		(0.27	)		(0.72	)		11.18	1.63%	0.81%	5.81%		12.87	%		279		154	%

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

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

(3) The ratios of expenses after expense reductions to average net assets are after any advisory fee waivers and adviser expense reimbursements, as discussed in Notes 5 and 6B in Notes to Financial Statements. The expense ratios for all the PL Portfolio Optimization Funds and PL Diversified Alternatives Fund 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 and PL Diversified Alternatives Fund invest.

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

(5) Unaudited.

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

See Notes to Financial Statements

B-14

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1. ORGANIZATION

The Pacific Life Funds (the “Trust”) is a Delaware statutory trust, which was formed on May 21, 2001, and is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as an open-end management investment company. Pacific Life Fund Advisors LLC (“PLFA” or “Adviser”) serves as investment adviser to the Trust. As of September 30, 2014, the Trust was comprised of thirty-three separate funds, twelve of which are presented in these financial statements (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”); the PL Diversified Alternatives Fund; and the PL Short Duration Income Fund, PL Income Fund, PL Strategic Income Fund, PL Floating Rate Income Fund, PL Limited Duration High Income Fund and PL High Income Fund.

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

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

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

The Portfolio Optimization Funds invest their assets in Class P shares of other funds of the Trust (collectively, the “PL Underlying Funds”). The PL Diversified Alternatives Fund invests in the PL Underlying Funds and Class P shares of the PL Floating Rate Income Fund.

There is a separate semi-annual report containing the financial statements for the PL Underlying Funds, which is available without charge. For information on how to obtain the semi-annual report for the PL Underlying Funds, see the Where to Go for More Information section of this report on page D-3.

2. SIGNIFICANT ACCOUNTING POLICIES

The Funds are investment companies and, accordingly, follow the investment company accounting and reporting guidance under U.S. generally accepted accounting principles (“U.S. GAAP”). 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 increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Trust in the preparation of the financial statements.

A. INVESTMENT TRANSACTIONS AND INCOME

Investment transactions are recorded on a trade date basis. 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.

C-1

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

B. DISTRIBUTIONS TO SHAREHOLDERS

For the Portfolio Optimization Funds and the PL Diversified Alternatives Fund, dividends on net investment income, if any, are generally declared and paid annually. For the PL Short Duration Income Fund, PL Income Fund, PL Strategic Income Fund, PL Floating Rate Income Fund, PL Limited Duration High Income Fund and PL High Income Fund, dividends, if any, are generally declared and paid monthly. Dividends may be declared more or less frequently if advantageous to the specific Fund and its shareholders.

All realized capital gains are distributed at least annually for each Fund. Dividends and distributions paid to shareholders are recorded on the ex-dividend date.

C. FOREIGN CURRENCY TRANSLATION

The Trust’s accounting records are maintained in U.S. dollars. The market value of investments and other assets and liabilities, denominated 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 Notes 5 and 6A). All such costs are amortized as an expense of the new Fund on a straight-line basis over twelve months from commencement of operations.

3. VALUATION AND FAIR VALUE MEASUREMENTS

A. VALUATION POLICY

The Trust’s Board of Trustees (the “Board”) has adopted a policy (“Valuation Policy”) for determining the value of the Trust’s investments each business day. Under the Valuation Policy, the Board has delegated certain functions to the Trustee Valuation Committee (“TVC”) and/or the Valuation Oversight Committee (“VOC”) or its delegate to determine the fair value of certain investments. Each valuation committee that values each Fund’s investments, which includes using third party pricing services, 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 presented in these financial statements is divided into shares and share classes. The price per share of each class of a Fund’s shares is called the NAV. The NAV forms the basis for all transactions involving buying, selling, exchanging or reinvesting shares. Each Fund’s NAV is calculated by taking the total value of a Fund’s assets, subtracting a Fund’s liabilities, and dividing by the total number of shares outstanding.

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

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

Certain Funds may hold investments that are primarily listed on foreign exchanges. Because those investments trade on weekends and other 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.

C-2

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

Portfolio Optimization Funds

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

PL Diversified Alternatives Fund

The investments of the PL Diversified Alternatives Fund consist of Class P shares of the PL Floating Rate Income Fund and the applicable PL Underlying Funds it holds, which are valued at their respective NAVs at the time of computation.

Short-Term Investments

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 the 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 does 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 Debt Investments

Debt investments are generally valued using the mean between bid and ask prices provided by approved pricing and quotation services, which are based upon evaluated prices determined from various observable market and other factors. Certain debt investments are valued by using a benchmark, matrix, or other pricing methodologies approved pursuant to the Valuation Policy.

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, 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 TVC or determined by the VOC or its delegate pursuant to the Valuation Policy and then subsequently submitted for approval or ratification to either the TVC, or the Board. Valuations determined by the TVC or the VOC or its delegate 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, the VOC determines the level in which each Fund’s investments are characterized. The VOC includes investment, legal and compliance members of the Trust’s Adviser, accounting members of the Trust’s Administrator, and the Trust’s Chief Compliance Officer (“CCO”). The three-tier hierarchy of inputs is summarized in the three broad levels listed below:

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

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

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

The inputs or methodologies used for characterizing the Trust’s investments within the three-tier hierarchy are not necessarily an indication of the relative risks associated with investing in those investments. 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

C-3

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. The Trust also discloses the amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. A reconciliation of Level 3 investments is presented only when a Fund had an amount of Level 3 investments at the beginning and/or end of the reporting period that was meaningful in relation to its net assets. The amounts and reasons for all transfers in and out of each level within the three-tier hierarchy are disclosed only when a Fund had an amount of total transfers during the reporting period that was meaningful in relation to its net assets as of the end of the reporting period. A summary of each Fund’s investments as of September 30, 2014 as categorized under the three-tier hierarchy of inputs, and the reconciliation of Level 3 investments and information on transfers in and out of each level, if applicable, can be found in the Notes to Schedule of Investments section of each Fund’s Schedule of Investments.

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

Equity Securities (Common and Preferred Stock) and Mutual Funds

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

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

U.S. Treasury Obligations

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

Mortgage-Backed Securities and Asset-Backed Securities

Mortgage-backed securities, including government sponsored enterprises, are fair valued using pricing models based on inputs that include issuer type, coupon, and cash flows, mortgage prepayment projection tables and adjustable rate mortgage evaluations that incorporate index data, periodic and life caps, the next coupon reset date, and the convertibility of the bond. To the extent that these inputs are observable and timely, the fair values of mortgage-backed securities would be categorized as Level 2; otherwise the fair value would be categorized as Level 3.

Asset-backed securities and collateralized mortgage obligations are fair valued using pricing models based on a security’s average life volatility. The models also take into account tranche characteristics such as coupon average life, collateral types, ratings, the issuer and tranche type, underlying collateral and performance of the collateral, and discount margin for certain floating rate issues. To the extent that these inputs are observable and timely, the fair values of asset-backed securities and collateralized mortgage obligations would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

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.

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.

C-4

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

To the extent that these inputs are observable, the fair values of Senior Loans would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Short-Term Investments

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

4. INVESTMENTS AND RISKS

General Investment Risks

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

Fund of Funds Investments

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

The PL Diversified Alternatives Fund 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 semi-annual report contains information about the risks associated with investing in the PL Floating Rate Income Fund. The semi-annual report for the PL Underlying Funds contains information about the risks associated with investing in the PL Underlying Funds. Allocations among the PL Underlying Funds 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 Diversified Alternatives Fund may not effectively decrease risk or increase returns for investors, and the selection and weighting of allocations to asset classes and/or the PL Underlying Funds and PL Floating Rate Income Fund may cause them to underperform other mutual funds with a similar investment objective. The PL Diversified Alternatives 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 6C).

Equity Investments

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

Debt Investments

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 debt investments. There is a risk that an issuer of a Fund’s 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. Debt investments may be affected by changes in interest rates. Debt investments with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt investments with shorter durations or floating or adjustable interest rates. The value of debt investments may fall when interest rates rise. Given the historically low interest rate environment in the U.S., risks associated with rising interest rates are heightened. Certain monetary policies enacted by the Federal Reserve (“Fed”) can have a significant impact on the financial markets and the Trust. The Fed’s tapering of its monetary stimulus quantitative easing (“QE”) program, by gradually winding down its bond purchases, may result in periods of dramatic market volatility and may negatively impact the value of debt securities. Additionally, new regulations applicable to and changing business practices of broker-dealers that make markets in debt investments may result in those broker-dealers restricting their market making activities for certain debt investments, which may reduce the liquidity and increase the volatility of such debt investments.

C-5

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

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.

Senior Loan Participations and Assignments

Certain Funds may invest in Senior Loans of domestic or foreign corporations, partnerships and other entities (“Borrowers”), the interest rates of which float or adjust periodically based upon a specified adjustment schedule, benchmark indicator, or prevailing interest rates. 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, London Interbank Offered Rates (“LIBOR”) or certificates of deposit rates. Senior Loans often require prepayments from excess cash flow or permit the Borrower to repay at its election. The degree to which Borrowers repay cannot be predicted with accuracy. As a result, the actual maturity may be substantially less than the stated maturities. Senior Loans are exempt from registration under the Securities Act of 1933, may contain certain restrictions on resale, and cannot be sold publicly. A Fund’s investments in Senior Loans may be in the form of participations in loans or assignments of all or a portion of loans from third parties.

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

When a Fund purchases a participation of a Senior Loan interest, the Fund typically enters into a contractual agreement with the lender or other third party selling the participation. A participation interest in Senior Loans includes the right to receive payments of principal, interest and any fees to which it is entitled from the lender and only upon receipt by the lender of payments from the Borrower, but not from the Borrower directly. When investing in a participation interest, if a Borrower is unable to meet its obligations under a loan agreement, a Fund generally has no right to enforce compliance with the terms of the loan agreement. As a result, the Fund assumes the credit risk of the Borrower, the selling participant, and any other persons that are interpositioned between the Fund and the Borrower. If the lead lender in a typical lending syndicate becomes insolvent, enters Federal Deposit Insurance Corporation (“FDIC”) receivership or, if not FDIC insured, enters into bankruptcy, the Fund may incur certain costs and delays in receiving payment or may suffer a loss of principal and/or interest. As of September 30, 2014, no participation interest in Senior Loans was held by any of the Funds presented in these financial statements.

U.S. Government Agencies or Government-Sponsored Enterprises

Certain Funds may invest in U.S. Government agencies or government-sponsored enterprises. U.S. Government securities are obligations of and, in certain cases, guaranteed by, the U.S. Government, its agencies or instrumentalities. The U.S. Government does not guarantee the NAV of each Fund’s shares. Some U.S. Government securities, such as Treasury Bills, Treasury Notes, Treasury Bonds, and securities guaranteed by GNMA (or “Ginnie Mae”), are supported by the full faith and credit of the U.S. Government; others, such as those of the Federal Home Loan Bank, are supported by the right of the issuer to borrow from the U.S. Department of the Treasury (the “U.S. Treasury”); others, such as those of the Federal National Mortgage Association (“FNMA” or “Fannie Mae”), are supported by the discretionary authority of the U.S. Government to purchase the agency’s obligations. Securities not backed by the full faith and credit of the U.S. Government may be subject to a greater risk of default. U.S. Government securities may include zero coupon securities, which do not distribute interest on a current basis and tend to be subject to greater risk than interest-paying securities of similar maturities.

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

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

Pursuant to an Investment Advisory Agreement, PLFA, a wholly-owned subsidiary of Pacific Life Insurance Company (“Pacific Life”), serves as Adviser to the Trust. PLFA manages the Portfolio Optimization Funds and the PL Diversified Alternatives Fund. PLFA also manages the PL Short Duration Income Fund, PL Income Fund, PL Strategic Income Fund, PL Floating Rate Income Fund, PL Limited Duration High Income

C-6

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

Fund and PL High Income Fund under the name Pacific Asset Management. PLFA receives investment 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:

Fund	Advisory Fee  Rate
PL Portfolio Optimization Conservative PL Portfolio Optimization Moderate-Conservative PL Portfolio Optimization Moderate PL Portfolio Optimization Moderate-Aggressive PL Portfolio Optimization Aggressive PL Diversified Alternatives	0.20%
PL Short Duration Income	0.40%
PL Income	0.50%
PL Strategic Income PL High Income	0.60%
PL Floating Rate Income PL Limited Duration High Income (1)	0.65%

(1) PLFA agreed to waive 0.02% of its advisory fee through July 31, 2015 for the PL Limited Duration High Income Fund. The agreement will terminate if the investment advisory agreement is terminated or upon approval by the Board. There is no guarantee that PLFA will continue such waivers after that date.

Pursuant to an Administration and Shareholder Services Agreement (the “Administration Agreement”), Pacific Life serves as administrator (the “Administrator”) to the Trust. 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 compensates 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 reimburses Pacific Life and PLFA for these support services on an approximate cost basis.

Pacific Life receives an administration fee from each Fund and share class presented in these financial statements based on the following administration fee rates, which are based on an annual percentage of average daily net assets of each Fund:

Fund	Share Class	Administration Fee  Rate
PL Portfolio Optimization Funds (which invest in the PL Underlying Funds that also have an administration fee at an annual rate of 0.15%)	A, B, C, R and Advisor Class	0.15%
PL Diversified Alternatives Fund (which invests in the PL Underlying Funds and Class P Shares of the PL Floating Rate Income Fund that also have an administration fee at an annual rate of 0.15%)	A, C and Advisor Class	0.15%
PL Short Duration Income Fund PL Income Fund	A, C and Advisor Class	0.30%
PL Strategic Income Fund PL Limited Duration High Income Fund PL High Income Fund	I	0.15%
PL Floating Rate Income Fund	A, C, and Advisor Class	0.30%
	I and P	0.15%

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 receives distribution and service fees pursuant to class-specific distribution and service plans, each adopted in accordance with Rule 12b-1 (12b-1) under the 1940 Act (together the “12b-1 Plans”) for Class B, C and R shares. The Distributor also receives service fees pursuant to a non-12b-1 Class A Service Plan (“Class A Plan”). The Distributor receives distribution and/or service fees from each Fund and applicable share class presented in these financial statements based on the following distribution and service fee rates, which are based on an annual percentage of average daily net assets:

Plan	Share Class	Distribution Fee Rate	Service  Fee Rate
12b-1 Plans	B and C	0.75%	0.25%
	R	0.25%	0.25%
Class A Plan	A		0.25%

There are no distribution and service fees for Class I, Class P and Advisor Class shares. The distribution and service fees are accrued daily. For the six-month period ended September 30, 2014, the Distributor, acting as underwriter, received net commissions (front-end sales charges) of $8,319,298 from the sale of Class A shares and received $266,550 in CDSC from redemptions of Class A, B and C shares.

C-7

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

6. TRANSACTIONS WITH AFFILIATES

A. ADVISORY FEES, ADMINISTRATION FEES, DISTRIBUTION AND/OR 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/or service fees earned by the Distributor, and expenses for support services recovered by PLFA and Pacific Life (see Note 5) from each Fund presented in these financial statements for the six-month period ended September 30, 2014 are presented in the Statements of Operations. The amounts of each of these fees that remained payable as of September 30, 2014 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 presented in these financial statements 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 (including commitment fees, if any); 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 expense caps for each Fund and share class presented in these financial statements are as follows:

Fund	Share Class	Expense Caps
PL Portfolio Optimization Funds	A, B, C and R	0.15% through 7/31/2015 and 0.30% thereafter through 7/31/2023
	Advisor Class	0.15% through 7/31/2015, 0.20% from 8/1/2015 through 12/31/2015 and 0.30% thereafter through 7/31/2023
PL Diversified Alternatives Fund	A, C and Advisor Class	0.40% through 7/31/2017
PL Short Duration Income Fund PL Strategic Income Fund	A, C and Advisor Class	0.20% through 7/31/2016
PL Limited Duration High Income Fund	I	0.15% through 7/31/2016
PL High Income Fund
PL Income Fund	A, C and Advisor Class	0.15% through 7/31/2014 and 0.20% thereafter through 7/31/2016
	I	0.15% through 7/31/2016
PL Floating Rate Income Fund	A, C, P and Advisor Class	0.15% through 12/31/2014 and 0.20% thereafter through 7/31/2016
	I	0.15% through 7/31/2016

There is no guarantee that PLFA will continue to reimburse expenses upon the expiration of the applicable expense limitation agreements.

Any expense reimbursements are subject to recoupment by 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 took place), to the extent that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement. 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 presented in these financial statements during the six-month period ended September 30, 2014.

The Adviser expense reimbursement and the advisory fee waiver, if any, of each of the applicable Funds presented in these financial statements for the six-month period ended September 30, 2014 are presented in the Statements of Operations. Any amounts that remained due from the Adviser as of September 30, 2014 are presented in the Statements of Assets and Liabilities.

The cumulative expense reimbursement amounts, if any, as of September 30, 2014 that are subject to recoupment by PLFA from each Fund presented in these financial statements are as follows:

Funds	3/31/2015		3/31/2016		3/31/2017		3/31/2018
PL Portfolio Optimization Conservative		$406,199		$504,164		$485,486		$213,322
PL Portfolio Optimization Moderate-Conservative		416,693		475,646		509,594		250,870
PL Portfolio Optimization Moderate		1,027,703		1,124,770		1,236,620		635,774
PL Portfolio Optimization Moderate-Aggressive		807,014		814,333		857,348		440,209
PL Portfolio Optimization Aggressive		316,090		306,272		297,159		152,680
PL Diversified Alternatives						12,535		42,596
PL Short Duration Income		42,485		97,734		192,031		131,885
PL Income		651,413		1,323,370		1,326,276		532,141
PL Strategic Income		45,025		118,217		181,996		123,885
PL Floating Rate Income		123,956		347,661		1,642,470		1,192,096
PL Limited Duration High Income						82,357		94,703
PL High Income		42,254		97,325		98,786		57,183
Total		$3,878,832		$5,209,492		$6,922,658		$3,867,344

C-8

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

C . INVESTMENTS IN AFFILIATED FUNDS

As of September 30, 2014, each of the Portfolio Optimization Funds and the PL Diversified Alternatives Fund (aggregate of all share classes) owned Class P shares in each of the applicable affiliated PL Underlying Funds and PL Floating Rate Income Fund. A summary of holdings and transactions with affiliated mutual fund investments as of and for the six-month period ended September 30, 2014 is as follows:

Fund/Underlying Fund	Beginning Value as of April 1, 2014		Purchase Cost		Sales Proceeds		Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)			As of September 30, 2014
													Ending Value		Shares Balance
PL Portfolio Optimization Conservative Fund
PL Floating Rate Loan		$28,543,030		$2,206,370		$2,678,544		$2,713			$50,589			$28,124,158		2,792,866
PL Inflation Managed		40,774,922		2,550,254		11,630,298		(1,720,366	)		2,486,864			32,461,376		3,606,820
PL Managed Bond		150,635,060		11,082,894		13,586,042		(91,442	)		3,428,400			151,468,870		13,769,897
PL Short Duration Bond		65,138,502		837,811		5,486,849		(14,203	)		271,689			60,746,950		6,020,510
PL Emerging Markets Debt		26,376,381		5,744,159		2,743,424		(17,820	)		43,670			29,402,966		3,015,689
PL Comstock		20,375,831		302,998		6,560,223		2,394,612			(1,431,233	)		15,081,985		813,484
PL Growth		4,599,951		2,327,215		587,876		6,774			209,605			6,555,669		364,002
PL Large-Cap Growth		10,634,553		126,874		2,431,860		100,066			355,686			8,785,319		813,455
PL Large-Cap Value		24,012,664		355,687		3,959,968		1,462,219			(328,373	)		21,542,229		1,228,177
PL Main Street Core		8,086,162		106,825		4,264,231		1,629,379			(1,242,478	)		4,315,657		274,010
PL Mid-Cap Equity		8,535,989		151,580		2,285,038		606,211			(632,420	)		6,376,322		497,373
PL Mid-Cap Growth		4,950,986		—		694,899		(3,011	)		34,365			4,287,441		520,953
PL International Large-Cap		11,283,090		5,777,508		3,034,739		742,354			(916,352	)		13,851,861		759,006
PL International Value		6,876,810		2,260,206		597,016		67,623			(338,217	)		8,269,406		831,932
PL Currency Strategies		11,470,557		2,229,994		1,175,754		(37,642	)		846,258			13,333,413		1,325,389
PL Global Absolute Return		25,024,799		744,582		4,695,458		(38,954	)		1,134,291			22,169,260		2,184,164
PL Precious Metals		3,254,088		915,529		391,918		(246,147	)		(53,032	)		3,478,520		646,565
		$450,573,375		$37,720,486		$66,804,137		$4,842,366			$3,919,312			$430,251,402
PL Portfolio Optimization Moderate-Conservative Fund
PL Floating Rate Loan		$34,464,021		$1,481,314		$1,237,298		($33,486	)		$103,065			$34,777,616		3,453,586
PL Inflation Managed		42,474,816		3,539,487		6,047,901		(1,058,250	)		1,811,994			40,720,146		4,524,461
PL Managed Bond		117,716,374		24,218,403		3,801,872		(66,581	)		2,792,402			140,858,726		12,805,339
PL Short Duration Bond		59,644,245		1,962,041		3,032,641		(14,656	)		253,891			58,812,880		5,828,829
PL Emerging Markets Debt		24,888,885		3,907,594		869,938		(46,824	)		97,177			27,976,894		2,869,425
PL Comstock		35,779,162		583,561		8,992,661		2,966,450			(1,222,106	)		29,114,406		1,570,356
PL Growth		11,681,696		3,933,034		441,404		(4,781	)		540,617			15,709,162		872,247
PL Large-Cap Growth		21,227,796		247,877		2,898,814		146,432			831,125			19,554,416		1,810,594
PL Large-Cap Value		46,967,490		729,314		6,363,109		1,793,273			457,379			43,584,347		2,484,854
PL Main Street Core		30,375,809		424,657		3,204,772		847,569			921,916			29,365,179		1,864,456
PL Mid-Cap Equity		12,488,118		5,224,230		380,152		17,755			(2,273	)		17,347,678		1,353,173
PL Mid-Cap Growth		7,317,129		192,490		1,783,947		(141,822	)		171,815			5,755,665		699,352
PL Small-Cap Growth		7,708,132		—		1,450,221		268,688			(757,295	)		5,769,304		394,887
PL Small-Cap Value		5,856,536		11,240		173,988		5,350			(276,191	)		5,422,947		420,383
PL Emerging Markets		10,334,687		566,898		347,975		21,784			388,159			10,963,553		714,238
PL International Large-Cap		23,126,609		3,385,134		3,565,474		590,346			(836,148	)		22,700,467		1,243,861
PL International Value		16,712,529		393,200		2,635,900		398,291			(925,490	)		13,942,630		1,402,679
PL Currency Strategies		14,608,220		8,562,406		554,142		(29,276	)		1,247,268			23,834,476		2,369,232
PL Global Absolute Return		31,927,755		1,235,660		4,919,876		(51,701	)		1,509,039			29,700,877		2,926,195
PL Precious Metals		10,411,233		289,179		9,432,497		(3,857,135	)		4,408,912			1,819,692		338,233
		$565,711,242		$60,887,719		$62,134,582		$1,751,426			$11,515,256			$577,731,061
PL Portfolio Optimization Moderate Fund
PL Floating Rate Loan		$60,152,863		$7,004,557		$1,444,859		($52,106	)		$149,215			$65,809,670		6,535,220
PL Inflation Managed		73,375,793		3,060,165		36,799,343		(3,569,596	)		5,370,847			41,437,866		4,604,207
PL Managed Bond		221,932,405		42,458,271		5,481,618		(110,263	)		5,299,536			264,098,331		24,008,939
PL Short Duration Bond		90,643,911		17,010,194		2,232,357		(10,265	)		374,483			105,785,966		10,484,238
PL Emerging Markets Debt		59,512,117		21,968,762		1,607,528		(110,826	)		(217,909	)		79,544,616		8,158,422
PL Comstock		127,436,455		930,834		20,224,618		5,711,183			703,059			114,556,913		6,178,906
PL Growth		43,505,083		8,424,290		1,116,179		2,747			1,873,423			52,689,364		2,925,562
PL Large-Cap Growth		67,576,645		2,025,667		1,493,660		67,178			3,390,101			71,565,931		6,626,475
PL Large-Cap Value		156,336,657		1,083,531		18,007,869		4,413,967			3,131,625			146,957,911		8,378,444
PL Main Street Core		100,178,462		595,098		7,546,226		1,518,378			4,395,524			99,141,236		6,294,682
PL Mid-Cap Equity		64,045,760		2,107,841		1,345,587		69,296			(150,361	)		64,726,949		5,048,904
PL Mid-Cap Growth		36,488,229		1,664,318		5,575,591		(1,258,895	)		1,480,119			32,798,180		3,985,198
PL Small-Cap Growth		18,542,720		7,668,555		442,550		(6,880	)		(930,931	)		24,830,914		1,699,583
PL Small-Cap Value		53,908,924		1,094,247		6,118,303		469,904			(2,868,141	)		46,486,631		3,603,615
PL Real Estate		30,326,737		655,301		17,212,430		3,279,994			(2,125,591	)		14,924,011		1,011,112
PL Emerging Markets		60,927,866		1,183,229		2,175,916		113,118			2,433,057			62,481,354		4,070,447
PL International Large-Cap		96,425,278		26,367,516		9,018,787		787,592			(2,192,400	)		112,369,199		6,157,216
PL International Value		67,830,686		9,650,114		11,950,025		1,042,272			(3,289,324	)		63,283,723		6,366,572
PL Currency Strategies		56,028,832		25,531,605		1,607,529		(130,068	)		4,634,499			84,457,339		8,395,362
PL Global Absolute Return		75,451,004		2,628,824		14,030,625		(180,530	)		3,585,255			67,453,928		6,645,707
PL Precious Metals		29,920,389		825,890		18,871,595		(8,894,716	)		10,258,537			13,238,505		2,460,689
		$1,590,546,816		$183,938,809		$184,303,195		$3,151,484			$35,304,623			$1,628,638,537

C-9

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

Fund/Underlying Fund	Beginning Value as of April 1, 2014		Purchase Cost		Sales Proceeds		Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)			As of September 30, 2014
													Ending Value		Shares Balance
PL Portfolio Optimization Moderate-Aggressive Fund
PL Inflation Managed		$29,080,686		$1,485,405		$15,036,042		($848,133	)		$1,594,869			$16,276,785		1,808,532
PL Managed Bond		81,963,576		7,957,039		1,099,945		(21,366	)		1,899,736			90,699,040		8,245,367
PL Short Duration Bond		13,859,207		8,796,804		179,668		(309	)		55,563			22,531,597		2,233,062
PL Emerging Markets Debt		19,561,822		2,521,208		274,986		(19,076	)		64,012			21,852,980		2,241,331
PL Comstock		96,793,197		586,470		18,201,382		5,109,365			(297,572	)		83,990,078		4,530,209
PL Growth		29,775,712		14,573,214		454,654		(3,931	)		1,440,290			45,330,631		2,516,970
PL Large-Cap Growth		55,513,637		8,481,976		721,205		17,133			3,062,237			66,353,778		6,143,868
PL Large-Cap Value		118,883,548		1,161,200		24,722,411		6,522,853			(952,441	)		100,892,749		5,752,152
PL Main Street Core		91,206,723		396,272		6,469,635		1,539,891			3,836,638			90,509,889		5,746,660
PL Mid-Cap Equity		65,828,519		22,959,335		905,090		30,124			27,017			87,939,905		6,859,587
PL Mid-Cap Growth		30,497,324		1,169,103		3,707,951		(180,309	)		369,331			28,147,498		3,420,109
PL Small-Cap Growth		20,923,750		14,457,700		317,161		(9,965	)		(933,115	)		34,121,209		2,335,469
PL Small-Cap Value		63,459,665		1,205,936		5,492,508		73,613			(2,971,838	)		56,274,868		4,362,393
PL Real Estate		31,125,430		425,914		11,722,480		2,064,360			(860,787	)		21,032,437		1,424,962
PL Emerging Markets		61,141,922		1,494,553		972,440		7,159			2,519,020			64,190,214		4,181,773
PL International Large-Cap		82,766,866		19,985,258		2,298,864		(3,920	)		(1,276,538	)		99,172,802		5,434,126
PL International Value		65,543,418		7,101,470		5,118,572		(728,504	)		(1,659,749	)		65,138,063		6,553,125
PL Currency Strategies		37,488,997		18,026,323		592,147		(50,671	)		3,115,133			57,987,635		5,764,178
PL Global Absolute Return		50,726,886		2,088,318		8,770,447		(71,892	)		2,388,539			46,361,404		4,567,626
PL Precious Metals		29,497,205		1,804,611		19,017,444		(9,734,399	)		10,308,730			12,858,703		2,390,093
		$1,075,638,090		$136,678,109		$126,075,032		$3,692,023			$21,729,075			$1,111,662,265
PL Portfolio Optimization Aggressive Fund
PL Managed Bond		$7,502,689		$2,694,158		$245,756		($3,279	)		$184,368			$10,132,180		921,107
PL Emerging Markets Debt		—		4,935,000		—		—			(79,677	)		4,855,323		497,982
PL Comstock		28,218,083		281,525		5,522,442		1,709,212			(314,190	)		24,372,188		1,314,573
PL Growth		11,725,315		1,225,286		418,041		(2,774	)		490,543			13,020,329		722,950
PL Large-Cap Growth		17,663,593		1,804,112		627,061		(59,689	)		1,016,071			19,797,026		1,833,058
PL Large-Cap Value		34,093,324		489,982		6,873,294		1,900,739			(306,491	)		29,304,260		1,670,710
PL Main Street Core		27,670,854		1,073,216		940,591		8,761			1,680,280			29,492,520		1,872,541
PL Mid-Cap Equity		20,497,114		7,308,583		742,769		7,052			5,634			27,075,614		2,111,982
PL Mid-Cap Growth		11,514,373		155,816		365,786		11,289			72,859			11,388,551		1,383,785
PL Small-Cap Growth		12,743,130		1,440,774		382,484		15,604			(747,826	)		13,069,198		894,538
PL Small-Cap Value		24,482,429		1,150,567		2,910,113		49,655			(1,177,070	)		21,595,468		1,674,067
PL Real Estate		12,226,245		171,751		3,708,040		639,697			(160,389	)		9,169,264		621,224
PL Emerging Markets		20,755,394		1,118,934		944,129		9,457			859,957			21,799,613		1,420,170
PL International Large-Cap		26,957,722		3,214,898		940,591		(6,997	)		(346,108	)		28,878,924		1,582,407
PL International Value		19,625,384		2,469,182		679,316		(8,967	)		(795,170	)		20,611,113		2,073,553
PL Currency Strategies		10,936,568		5,350,414		451,435		(26,166	)		932,318			16,741,699		1,664,185
PL Global Absolute Return		14,730,829		1,055,406		3,001,308		(12,975	)		691,753			13,463,705		1,326,474
PL Precious Metals		11,228,703		1,402,937		6,203,022		(3,520,628	)		3,562,069			6,470,059		1,202,613
		$312,571,749		$37,342,541		$34,956,178		$709,991			$5,568,931			$321,237,034

Fund/Underlying Fund	Beginning Value as of April 1, 2014		Purchase Cost (1)		Distributions Received and Reinvested (2)		Sales Proceeds		Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)			As of September 30, 2014
															Ending Value		Shares Balance
PL Diversified Alternatives Fund
PL Floating Rate Income		$249,066		$188,819		$6,441		$9,032		($51	)		($5,839	)		$429,404		41,488
PL Inflation Managed		100,246		72,827		—		5,034		29			566			168,634		18,737
PL Emerging Markets Debt		249,595		182,070		—		12,760		85			(3,355	)		415,635		42,629
PL Real Estate		160,966		109,242		—		88,139		(1,085	)		3,863			184,847		12,523
PL Emerging Markets		145,367		172,542		—		10,055		35			(1,159	)		306,730		19,982
PL Currency Strategies		459,503		403,992		—		18,063		(258	)		36,316			881,490		87,623
PL Global Absolute Return		495,091		436,285		—		18,063		103			27,809			941,225		92,732
PL Precious Metals		111,484		72,831		—		93,148		(398	)		(8,074	)		82,695		15,371
		$1,971,318		$1,638,608		$6,441		$254,294		($1,540	)		$50,127			$3,410,660

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

(2) Distributions received include net investment income distributions from the PL Floating Rate Income Fund.

As of September 30, 2014, Pacific Life owned the following percentages of the total shares outstanding (aggregate of all share classes) of each of the following Funds:

Fund	Ownership Percentage
PL Diversified Alternatives		59.90%
PL Limited Duration High Income		56.54%
PL High Income		32.81%

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.

C-10

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

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. Deferred amounts are treated as though equivalent dollar amounts had been invested in shares of certain Funds. An independent trustee who defers compensation has the option to select credit rate options that track the performance, at NAV without a sales load, of Class A shares of the Portfolio Optimization Funds, PL Diversified Alternatives Fund, PL Short Duration Income Fund, PL Income Fund, PL Strategic Income Fund, PL Floating Rate Income Fund, PL Limited Duration High Income and/or PL High Income Fund, and/or Class P shares of the corresponding PL Underlying Funds. The obligation of each Fund under the Plan (the “DCP Liability”) is recorded as a liability (accrued trustees’ fees and expenses and deferred compensation). Accordingly, the market value appreciation or depreciation on a Fund’s DCP Liability account will cause the expenses of that Fund to increase or decrease due to market fluctuation. The change in net unrealized appreciation or depreciation on a Fund’s DCP Liability account is recorded as an increase or decrease to expenses (trustees’ fees and expenses).

For the six-month period ended September 30, 2014, such expenses increased by $1,342 for all applicable Funds presented in these financial statements as a result of the market value appreciation on such accounts. As of September 30, 2014, the total amount in the DCP Liability accounts for all applicable Funds presented in these financial statements was $13,760.

E. OFFICERS OF THE TRUST

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

F. INDEMNIFICATIONS

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

7. UNFUNDED SENIOR LOAN COMMITMENTS

Unfunded loan commitments on senior loan participations and assignments (Note 4), if any, are marked to market daily and valued according to the Trust’s valuation policies and procedures. Any outstanding unfunded loan commitments are presented in the Notes to Schedules of Investments section of each applicable Fund’s Schedule of Investments. Any applicable net unrealized appreciation or depreciation at the end of the reporting period is recorded as an asset (unfunded loan commitment appreciation) or a liability (unfunded loan commitment depreciation) and any change in net unrealized appreciation or depreciation for the reporting period is recorded as a change in net unrealized appreciation or depreciation on unfunded loan commitment. As of September 30, 2014, the PL Floating Rate Income Fund had unfunded loan commitments of $332,342 (see details in the Notes to Schedule of Investments).

8. COMMITTED LINE OF CREDIT

Effective August 8, 2014, the Trust has an unsecured $75,000,000 committed revolving line of credit agreement with The Bank of New York Mellon (the “Bank”), which will be renewed annually. The committed line of credit will expire on August 7, 2015, unless renewed and applies to the PL Floating Rate Income Fund only. The interest rate on borrowing is the higher of the Federal funds effective rate or the Overnight Eurodollar rate, plus 1.20%. The PL Floating Rate Income Fund pays the Bank a commitment fee equal to 0.18% per annum on the daily unused portion of the committed line up to a maximum of $135,000. As of September 30, 2014, the actual interest rate on borrowing by the Trust was 1.28%. The commitment fees and interest incurred by the PL Floating Rate Income Fund are recorded as an expense. As of and for the period ended September 30, 2014, the PL Floating Rate Income Fund had no loans outstanding in connection with this line of credit.

9. PURCHASES AND SALES OF INVESTMENTS

The cost of purchases and proceeds from sales of investments (excluding short-term investments) for the six-month period ended September 30, 2014, are summarized in the following table:

	U.S. Government Securities				Other Securities
Fund	Purchases		Sales		Purchases		Sales
PL Portfolio Optimization Conservative		$—		$—		$37,720,486		$66,804,137
PL Portfolio Optimization Moderate-Conservative		—		—		60,887,719		62,134,582
PL Portfolio Optimization Moderate		—		—		183,938,809		184,303,195
PL Portfolio Optimization Moderate-Aggressive		—		—		136,678,109		126,075,032
PL Portfolio Optimization Aggressive		—		—		37,342,541		34,956,178
PL Diversified Alternatives		—		—		1,645,049		254,294
PL Short Duration Income		—		—		61,262,074		24,270,091
PL Income		—		—		182,969,795		130,429,911
PL Strategic Income		—		—		145,964,925		74,613,310
PL Floating Rate Income		—		—		560,719,803		582,250,015
PL Limited Duration High Income		—		—		14,343,911		10,398,084
PL High Income		—		—		17,874,549		12,368,311

C-11

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

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 September 30, 2014, 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, 2014:

				Distributable Earnings				Late-Year Ordinary and Post-October Losses Deferral
Fund	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 Portfolio Optimization Conservative		$—			$—		$4,111,288		$755,588		$—		$—		$755,588
PL Portfolio Optimization Moderate-Conservative		—			—		6,846,501		1,347,248		—		—		1,347,248
PL Portfolio Optimization Moderate		—			342,325		17,188,697		—		—		—		—
PL Portfolio Optimization Moderate-Aggressive		(5,747,574	)		758,317		—		—		—		—		—
PL Portfolio Optimization Aggressive		(16,342,075	)		1,417,848		—		—		—		—		—
PL Diversified Alternatives		(44	)		723		—		—		—		—		—
PL Short Duration Income		—			121,634		93,591		—		—		—		—
PL Income		(2,795,442	)		178,151		—		—		—		—		—
PL Strategic Income		—			434,743		187,673		—		—		—		—
PL Floating Rate Income		—			2,826,606		257,129		—		—		—		—
PL Limited Duration High Income		—			108,301		—		—		—		—		—
PL High Income		—			72,960		63,044		—		—		—		—

Accumulated capital losses represent net capital loss carryovers as of March 31, 2014 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. The following table shows the expiration dates and the amounts of capital loss carryover, if any, by each of the applicable Funds as of March 31, 2014 and capital loss carryover from prior years utilized during the year ended March 31, 2014:

												Accumulated Capital Loss Carryover			Capital Loss Carryover Utilized during the Year Ended March  31, 2014
	Net Capital Loss Carryover Expiring In						Unlimited Period of Net Capital Loss Carryover
Fund	2018			2019			Short-Term			Long-Term
PL Portfolio Optimization Moderate		$—			$—			$—			$—		$—			$7,260,600
PL Portfolio Optimization Moderate-Aggressive		(1,638,469	)		(4,109,105	)		—			—		(5,747,574	)		21,084,796
PL Portfolio Optimization Aggressive		(13,311,679	)		(3,030,396	)		—			—		(16,342,075	)		8,335,846
PL Diversified Alternatives		—			—			(44	)		—		(44	)		—
PL Income		—			—			(2,795,442	)		—		(2,795,442	)		—

The aggregate Federal tax cost of investments and the composition of unrealized appreciation and depreciation on investments as of September 30, 2014, were as follows:

								Net
Fund	Total Cost of Investments on Tax Basis (1)		Gross Unrealized Appreciation on Investments		Gross Unrealized Depreciation on Investments			Unrealized Appreciation (Depreciation) on Investments
PL Portfolio Optimization Conservative		$399,774,693		$35,312,539		($4,835,830	)		$30,476,709
PL Portfolio Optimization Moderate-Conservative		507,798,274		73,697,299		(3,764,512	)		69,932,787
PL Portfolio Optimization Moderate		1,356,527,230		276,108,965		(3,997,658	)		272,111,307
PL Portfolio Optimization Moderate-Aggressive		882,781,348		230,182,423		(1,301,506	)		228,880,917
PL Portfolio Optimization Aggressive		244,410,234		77,519,967		(693,167	)		76,826,800
PL Diversified Alternatives		3,367,582		52,118		(9,040	)		43,078
PL Short Duration Income		135,548,926		626,057		(735,836	)		(109,779	)
PL Income		465,860,145		6,555,233		(3,406,682	)		3,148,551
PL Strategic Income		144,690,525		702,529		(2,579,111	)		(1,876,582	)
PL Floating Rate Income		1,005,757,763		1,763,473		(13,587,941	)		(11,824,468	)
PL Limited Duration High Income		39,576,914		100,180		(679,733	)		(579,553	)
PL High Income		28,082,256		209,564		(586,737	)		(377,173	)

(1) The difference between the total cost of investments on tax basis and the total investments, at cost, as presented in the Statements of Assets and Liabilities is primarily due to wash sale loss deferrals.

C-12

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

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. Management has analyzed all open tax years, as defined by the statute of limitations, for all major jurisdictions and has determined that no provision for income tax is required in the financial statements. Each Fund remains subject to examination by Federal and State tax authorities for the returns filed for tax years ended after March 31, 2010.

11. TAX CHARACTER OF DISTRIBUTIONS

The tax character of income and capital gains distributions to shareholders during the six-month period ended September 30, 2014 and the year ended March 31, 2014, were as follows:

	For the Six-Month Period Ended September  30, 2014						For the Year or Period Ended March 31, 2014
Fund	Ordinary Income		Long-Term Capital Gains		Total Distributions		Ordinary Income		Long-Term Capital Gains		Total Distributions
PL Portfolio Optimization Conservative		$—		$—		$—		$5,460,595		$6,134,372		$11,594,967
PL Portfolio Optimization Moderate-Conservative		—		—		—		6,743,410		2,168,567		8,911,977
PL Portfolio Optimization Moderate		—		—		—		16,326,870		—		16,326,870
PL Portfolio Optimization Moderate-Aggressive		—		—		—		10,155,380		—		10,155,380
PL Portfolio Optimization Aggressive		—		—		—		1,491,679		—		1,491,679
PL Short Duration Income		859,715		—		859,715		1,139,922		106,700		1,246,622
PL Income		6,392,668		—		6,392,668		19,930,857		1,554,717		21,485,574
PL Strategic Income		1,998,302		—		1,998,302		3,181,001		431,207		3,612,208
PL Floating Rate Income		21,527,979		—		21,527,979		26,416,987		203,021		26,620,008
PL Limited Duration High Income		867,973		—		867,973		755,621		—		755,621
PL High Income		671,005		—		671,005		1,087,466		151,149		1,238,615

12. SHARES OF BENEFICIAL INTEREST

Each Fund is authorized to issue an unlimited number of shares of beneficial interest with no par value. Changes in shares of beneficial interest of each Fund for the six-month period ended September 30, 2014 and the year ended March 31, 2014 were as follows:

	PL Portfolio Optimization Conservative Fund						PL Portfolio Optimization Moderate-Conservative Fund						PL Portfolio Optimization Moderate Fund						PL Portfolio Optimization Moderate-Aggressive Fund
	Six-Month Period Ended 9/30/2014			Year Ended 3/31/2014			Six-Month Period Ended 9/30/2014			Year Ended 3/31/2014			Six-Month Period Ended 9/30/2014			Year Ended 3/31/2014			Six-Month Period Ended 9/30/2014			Year Ended 3/31/2014
Class A
Shares sold		1,524,784			4,942,877			2,315,688			6,879,857			5,980,189			17,055,382			3,638,676			10,167,433
Dividends and distribution reinvested		—			454,671			—			385,490			—			745,915			—			454,847
Shares repurchased		(3,338,982	)		(8,753,448	)		(2,789,394	)		(5,631,263	)		(6,345,744	)		(9,643,856	)		(3,002,106	)		(5,647,809	)
Net increase (decrease)		(1,814,198	)		(3,355,900	)		(473,706	)		1,634,084			(365,555	)		8,157,441			636,570			4,974,471
Beginning shares outstanding		16,874,999			20,230,899			22,018,370			20,384,286			58,264,115			50,106,674			37,674,579			32,700,108
Ending shares outstanding		15,060,801			16,874,999			21,544,664			22,018,370			57,898,560			58,264,115			38,311,149			37,674,579
Class B
Shares sold		164,686			600,047			225,915			756,807			618,049			2,072,525			498,779			1,283,068
Dividends and distribution reinvested		—			73,528			—			53,633			—			71,875			—			46,681
Shares repurchased		(294,801	)		(883,916	)		(312,130	)		(695,998	)		(725,210	)		(1,401,567	)		(662,706	)		(1,157,375	)
Net increase (decrease)		(130,115	)		(210,341	)		(86,215	)		114,442			(107,161	)		742,833			(163,927	)		172,374
Beginning shares outstanding		3,515,767			3,726,108			4,230,565			4,116,123			11,264,334			10,521,501			8,174,707			8,002,333
Ending shares outstanding		3,385,652			3,515,767			4,144,350			4,230,565			11,157,173			11,264,334			8,010,780			8,174,707
Class C
Shares sold		1,921,110			5,496,261			2,141,166			5,730,743			4,321,413			12,449,379			2,183,032			6,832,110
Dividends and distribution reinvested		—			388,883			—			229,207			—			269,646			—			151,707
Shares repurchased		(2,699,981	)		(7,137,458	)		(1,685,351	)		(3,821,553	)		(3,465,335	)		(6,319,924	)		(1,900,085	)		(3,660,260	)
Net increase (decrease)		(778,871	)		(1,252,314	)		455,815			2,138,397			856,078			6,399,101			282,947			3,323,557
Beginning shares outstanding		18,339,511			19,591,825			18,490,428			16,352,031			40,826,793			34,427,692			25,733,388			22,409,831
Ending shares outstanding		17,560,640			18,339,511			18,946,243			18,490,428			41,682,871			40,826,793			26,016,335			25,733,388
Class R
Shares sold		147,758			247,915			107,666			180,943			290,730			654,585			203,240			389,822
Dividends and distribution reinvested		—			25,454			—			9,476			—			24,360			—			14,741
Shares repurchased		(75,283	)		(370,686	)		(138,450	)		(165,137	)		(495,147	)		(692,933	)		(129,238	)		(363,968	)
Net increase (decrease)		72,475			(97,317	)		(30,784	)		25,282			(204,417	)		(13,988	)		74,002			40,595
Beginning shares outstanding		990,502			1,087,819			562,564			537,282			2,266,688			2,280,676			1,380,476			1,339,881
Ending shares outstanding		1,062,977			990,502			531,780			562,564			2,062,271			2,266,688			1,454,478			1,380,476
Advisor Class
Shares sold		648,399			380,137			314,262			228,282			941,169			1,358,108			315,194			247,651
Dividends and distribution reinvested		—			5,529			—			2,244			—			13,996			—			3,438
Shares repurchased		(191,692	)		(162,986	)		(68,337	)		(71,691	)		(618,106	)		(205,909	)		(120,416	)		(89,654	)
Net increase		456,707			222,680			245,925			158,835			323,063			1,166,195			194,778			161,435
Beginning shares outstanding		342,427			119,747			231,529			72,694			1,426,272			260,077			346,592			185,157
Ending shares outstanding		799,134			342,427			477,454			231,529			1,749,335			1,426,272			541,370			346,592

C-13

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

	PL Portfolio Optimization Aggressive Fund						PL Diversified Alternatives Fund (1)					PL Short Duration Income Fund						PL Income Fund
	Six-Month Period Ended 9/30/2014			Year Ended 3/31/2014			Six-Month Period Ended 9/30/2014			Period Ended 3/31/2014		Six-Month Period Ended 9/30/2014			Year Ended 3/31/2014			Six-Month Period Ended 9/30/2014			Year Ended 3/31/2014
Class A
Shares sold		1,121,082			2,624,015			103,105			1,000		2,498,408			5,786,475			3,603,487			7,742,757
Dividends and distribution reinvested		—			78,895			—			—		38,288			67,184			275,170			988,608
Shares repurchased		(961,705	)		(1,941,985	)		(4,566	)		—		(3,226,774	)		(2,277,091	)		(5,929,590	)		(18,571,752	)
Net increase (decrease)		159,377			760,925			98,539			1,000		(690,078	)		3,576,568			(2,050,933	)		(9,840,387	)
Beginning shares outstanding		10,630,093			9,869,168			1,000			—		5,735,535			2,158,967			20,734,328			30,574,715
Ending shares outstanding		10,789,470			10,630,093			99,539			1,000		5,045,457			5,735,535			18,683,395			20,734,328
Class B
Shares sold		127,543			372,637
Dividends and distribution reinvested		—			2,540
Shares repurchased		(240,359	)		(348,813	)
Net increase (decrease)		(112,816	)		26,364
Beginning shares outstanding		2,523,128			2,496,764
Ending shares outstanding		2,410,312			2,523,128
Class C
Shares sold		957,406			2,046,521			49,668			1,000		962,961			1,914,770			3,658,945			2,860,533
Dividends and distribution reinvested		—			10,244			—			—		11,194			21,400			136,198			418,451
Shares repurchased		(900,748	)		(1,417,993	)		(29,103	)		—		(392,086	)		(647,286	)		(1,579,520	)		(6,439,014	)
Net increase (decrease)		56,658			638,772			20,565			1,000		582,069			1,288,884			2,215,623			(3,160,030	)
Beginning shares outstanding		6,823,138			6,184,366			1,000			—		2,275,442			986,558			11,528,144			14,688,174
Ending shares outstanding		6,879,796			6,823,138			21,565			1,000		2,857,511			2,275,442			13,743,767			11,528,144
Class I
Shares sold													58,568			69,394			14,020			7,553
Dividends and distribution reinvested													936			3,152			1,607			3,838
Shares repurchased													(50,269	)		(1,250,216	)		(28,770	)		(64,268	)
Net increase (decrease)													9,235			(1,177,670	)		(13,143	)		(52,877	)
Beginning shares outstanding													93,639			1,271,309			111,192			164,069
Ending shares outstanding													102,874			93,639			98,049			111,192
Class R
Shares sold		84,237			148,506
Dividends and distribution reinvested		—			3,151
Shares repurchased		(46,163	)		(153,544	)
Net increase (decrease)		38,074			(1,887	)
Beginning shares outstanding		538,190			540,077
Ending shares outstanding		576,264			538,190
Advisor Class
Shares sold		188,211			169,158			14,786			198,000		4,884,017			859,736			6,338,007			3,789,797
Dividends and distribution reinvested		—			601			—			—		23,453			10,497			123,110			280,917
Shares repurchased		(38,626	)		(7,729	)		—			—		(1,236,520	)		(254,264	)		(1,383,950	)		(6,151,943	)
Net increase (decrease)		149,585			162,030			14,786			198,000		3,670,950			615,969			5,077,167			(2,081,229	)
Beginning shares outstanding		178,493			16,463			198,000			—		916,898			300,929			6,503,996			8,585,225
Ending shares outstanding		328,078			178,493			212,786			198,000		4,587,848			916,898			11,581,163			6,503,996

C-14

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

	PL Strategic Income Fund						PL Floating Rate Income Fund						PL Limited Duration High Income Fund (2)						PL High Income Fund
	Six-Month Period Ended 9/30/2014			Year Ended 3/31/2014			Six-Month Period Ended 9/30/2014			Year Ended 3/31/2014			Six-Month Period Ended 9/30/2014			Period Ended 3/31/2014			Six-Month Period Ended 9/30/2014			Year Ended 3/31/2014
Class A
Shares sold		2,306,130			2,697,775			5,612,779			31,588,833			302,331			930,896			305,526			379,146
Dividends and distribution reinvested		75,857			172,744			597,991			933,803			20,670			11,050			16,522			28,309
Shares repurchased		(1,327,296	)		(1,353,615	)		(14,437,442	)		(8,726,398	)		(123,926	)		(92,880	)		(100,699	)		(146,646	)
Net increase (decrease)		1,054,691			1,516,904			(8,226,672	)		23,796,238			199,075			849,066			221,349			260,809
Beginning shares outstanding		3,383,173			1,866,269			35,750,226			11,953,988			849,066			—			574,086			313,277
Ending shares outstanding		4,437,864			3,383,173			27,523,554			35,750,226			1,048,141			849,066			795,435			574,086
Class C
Shares sold		1,478,782			1,559,053			3,782,767			16,574,203			207,946			243,306			108,818			311,844
Dividends and distribution reinvested		41,224			81,611			319,584			390,478			6,370			2,026			10,112			18,049
Shares repurchased		(192,173	)		(252,338	)		(3,383,139	)		(2,579,027	)		(34,350	)		(5,919	)		(51,516	)		(59,549	)
Net increase		1,327,833			1,388,326			719,212			14,385,654			179,966			239,413			67,414			270,344
Beginning shares outstanding		2,096,562			708,236			20,420,616			6,034,962			239,413			—			467,861			197,517
Ending shares outstanding		3,424,395			2,096,562			21,139,828			20,420,616			419,379			239,413			535,275			467,861
Class I
Shares sold		22,891			95,502			1,497,336			8,310,603			707			2,118,229			356			2,602
Dividends and distribution reinvested		3,223			19,010			209,936			163,281			51,985			57,291			21,326			57,640
Shares repurchased		(2,748	)		(1,940,671	)		(736,379	)		(320,615	)		(295	)		—			(473	)		(2,538	)
Net increase (decrease)		23,366			(1,826,159	)		970,893			8,153,269			52,397			2,175,520			21,209			57,704
Beginning shares outstanding		151,225			1,977,384			9,177,449			1,024,180			2,175,520			—			852,404			794,700
Ending shares outstanding		174,591			151,225			10,148,342			9,177,449			2,227,917			2,175,520			873,613			852,404
Class P
Shares sold								18,060			24,043
Dividends and distribution reinvested								616			277
Shares repurchased								(864	)		(2,007	)
Net increase								17,812			22,313
Beginning shares outstanding								23,676			1,363
Ending shares outstanding								41,488			23,676
Advisor Class
Shares sold		4,521,077			776,150			13,224,611			35,812,859			47,311			200,332			723,484			277,344
Dividends and distribution reinvested		43,440			23,008			682,515			620,036			4,483			2,926			8,469			2,914
Shares repurchased		(816,714	)		(109,035	)		(11,656,948	)		(4,916,250	)		(29,182	)		(21,064	)		(613,210	)		(32,328	)
Net increase		3,747,803			690,123			2,250,178			31,516,645			22,612			182,194			118,743			247,930
Beginning shares outstanding		830,274			140,151			34,916,294			3,399,649			182,194			—			272,914			24,984
Ending shares outstanding		4,578,077			830,274			37,166,472			34,916,294			204,806			182,194			391,657			272,914

(1) PL Diversified Alternatives Fund commenced operations on December 31, 2013.

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

C-15

PACIFIC LIFE FUNDS

DISCLOSURE OF FUND EXPENSES

(Unaudited)

We believe it is important for you to understand the impact of fees and expenses regarding your investment. All mutual funds have operating expenses. As a shareholder of a mutual fund, you incur two types of costs: (1) transactions costs such as initial sales charges (loads) on purchase payments and/or contingent deferred sales charges on redemptions; and (2) ongoing costs, which include advisory fees, administration fees, distribution and/or service fees, and other fund expenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in each fund and to compare these costs with those of other mutual funds. The example is based on an investment of $1,000.00 made at the beginning of the period and held for the entire six-month period from April 1, 2014 to September 30, 2014.

ACTUAL EXPENSES

The first section of the table for each fund entitled “Actual Fund Return”, provides information about actual account values and actual expenses based on each fund’s actual performance and each fund’s actual expenses, after any applicable fee waivers and expense reimbursements (See Notes 5 and 6B in Notes to Financial Statements). The “Ending Account Value at 09/30/14” column shown is derived from the fund’s actual performance; the “Annualized Expense Ratio” column shows the fund’s actual annualized expense ratio; and the “Expenses Paid During the Period 04/01/14-09/30/14” column shows the dollar amount that would have been paid by you. All the information illustrated in the following table is based on the past six-month period from April 1, 2014 to September 30, 2014.

You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, for each fund in your account, simply divide that fund’s value by $1,000.00 (for example, an $8,600.00 fund value divided by $1,000.00 = 8.6), then multiply the result by the number given for your fund(s) in the “Expenses Paid During the Period 04/01/14-09/30/14.”

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

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

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

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

	Beginning Account Value at 04/01/14		Ending Account Value at 09/30/14		Annualized Expense Ratio		Expenses Paid During the Period 04/01/14 - 09/30/14 (1)
PL Portfolio Optimization Conservative Fund (2)
Actual Fund Return
Class A		$1,000.00		$1,015.90		0.60%		$3.03
Class B		1,000.00		1,012.60		1.35%		6.81
Class C		1,000.00		1,013.50		1.35%		6.81
Class R		1,000.00		1,015.10		0.85%		4.29
Advisor Class		1,000.00		1,017.70		0.35%		1.77
Hypothetical
Class A		$1,000.00		$1,022.06		0.60%		$3.04
Class B		1,000.00		1,018.30		1.35%		6.83
Class C		1,000.00		1,018.30		1.35%		6.83
Class R		1,000.00		1,020.81		0.85%		4.31
Advisor Class		1,000.00		1,023.31		0.35%		1.78
PL Portfolio Optimization Moderate-Conservative Fund (2)
Actual Fund Return
Class A		$1,000.00		$1,020.80		0.60%		$3.04
Class B		1,000.00		1,016.20		1.35%		6.82
Class C		1,000.00		1,017.00		1.35%		6.83
Class R		1,000.00		1,019.30		0.85%		4.30
Advisor Class		1,000.00		1,021.60		0.35%		1.77
Hypothetical
Class A		$1,000.00		$1,022.06		0.60%		$3.04
Class B		1,000.00		1,018.30		1.35%		6.83
Class C		1,000.00		1,018.30		1.35%		6.83
Class R		1,000.00		1,020.81		0.85%		4.31
Advisor Class		1,000.00		1,023.31		0.35%		1.78
PL Portfolio Optimization Moderate Fund (2)
Actual Fund Return
Class A		$1,000.00		$1,020.80		0.60%		$3.04
Class B		1,000.00		1,017.30		1.35%		6.83
Class C		1,000.00		1,017.30		1.35%		6.83
Class R		1,000.00		1,019.30		0.85%		4.30
Advisor Class		1,000.00		1,022.20		0.35%		1.77
Hypothetical
Class A		$1,000.00		$1,022.06		0.60%		$3.04
Class B		1,000.00		1,018.30		1.35%		6.83
Class C		1,000.00		1,018.30		1.35%		6.83
Class R		1,000.00		1,020.81		0.85%		4.31
Advisor Class		1,000.00		1,023.31		0.35%		1.78

See explanation of references on page D-2

D-1

PACIFIC LIFE FUNDS

DISCLOSURE OF FUND EXPENSES (Continued)

(Unaudited)

	Beginning Account Value at 04/01/14		Ending Account Value at 09/30/14		Annualized Expense Ratio		Expenses Paid During the Period 04/01/14 - 09/30/14 (1)
PL Portfolio Optimization Moderate-Aggressive Fund (2)
Actual Fund Return
Class A		$1,000.00		$1,020.40		0.60%		$3.04
Class B		1,000.00		1,016.40		1.35%		6.82
Class C		1,000.00		1,016.50		1.35%		6.82
Class R		1,000.00		1,019.00		0.85%		4.30
Advisor Class		1,000.00		1,021.00		0.35%		1.77
Hypothetical
Class A		$1,000.00		$1,022.06		0.60%		$3.04
Class B		1,000.00		1,018.30		1.35%		6.83
Class C		1,000.00		1,018.30		1.35%		6.83
Class R		1,000.00		1,020.81		0.85%		4.31
Advisor Class		1,000.00		1,023.31		0.35%		1.78
PL Portfolio Optimization Aggressive Fund (2)
Actual Fund Return
Class A		$1,000.00		$1,016.40		0.60%		$3.03
Class B		1,000.00		1,013.40		1.35%		6.81
Class C		1,000.00		1,013.40		1.35%		6.81
Class R		1,000.00		1,015.20		0.85%		4.29
Advisor Class		1,000.00		1,018.40		0.35%		1.77
Hypothetical
Class A		$1,000.00		$1,022.06		0.60%		$3.04
Class B		1,000.00		1,018.30		1.35%		6.83
Class C		1,000.00		1,018.30		1.35%		6.83
Class R		1,000.00		1,020.81		0.85%		4.31
Advisor Class		1,000.00		1,023.31		0.35%		1.78
PL Diversified Alternatives Fund (2)
Actual Fund Return
Class A		$1,000.00		$1,031.00		0.85%		$4.33
Class C		1,000.00		1,027.10		1.60%		8.13
Advisor Class		1,000.00		1,033.00		0.60%		3.06
Hypothetical
Class A		$1,000.00		$1,020.81		0.85%		$4.31
Class C		1,000.00		1,017.05		1.60%		8.09
Advisor Class		1,000.00		1,022.06		0.60%		3.04
PL Short Duration Income Fund
Actual Fund Return
Class A		$1,000.00		$1,003.30		0.85%		$4.27
Class C		1,000.00		999.80		1.60%		8.02
Class I		1,000.00		1,004.70		0.59%		2.97
Advisor Class		1,000.00		1,004.70		0.60%		3.02
Hypothetical
Class A		$1,000.00		$1,020.81		0.85%		$4.31
Class C		1,000.00		1,017.05		1.60%		8.09
Class I		1,000.00		1,022.11		0.59%		2.99
Advisor Class		1,000.00		1,022.06		0.60%		3.04
PL Income Fund
Actual Fund Return
Class A		$1,000.00		$1,018.00		0.92%		$4.65
Class C		1,000.00		1,014.30		1.67%		8.43
Class I		1,000.00		1,019.30		0.65%		3.29
Advisor Class		1,000.00		1,020.20		0.67%		3.39
Hypothetical
Class A		$1,000.00		$1,020.46		0.92%		$4.66
Class C		1,000.00		1,016.70		1.67%		8.44
Class I		1,000.00		1,021.81		0.65%		3.29
Advisor Class		1,000.00		1,021.71		0.67%		3.40

	Beginning Account Value at 04/01/14		Ending Account Value at 09/30/14		Annualized Expense Ratio		Expenses Paid During the Period 04/01/14 - 09/30/14 (1)
PL Strategic Income Fund
Actual Fund Return
Class A		$1,000.00		$1,005.30		1.05%		$5.28
Class C		1,000.00		1,000.90		1.80%		9.03
Class I		1,000.00		1,005.70		0.78%		3.92
Advisor Class		1,000.00		1,006.60		0.80%		4.02
Hypothetical
Class A		$1,000.00		$1,019.80		1.05%		$5.32
Class C		1,000.00		1,016.04		1.80%		9.10
Class I		1,000.00		1,021.16		0.78%		3.95
Advisor Class		1,000.00		1,021.06		0.80%		4.05
PL Floating Rate Income Fund
Actual Fund Return
Class A		$1,000.00		$1,004.60		1.05%		$5.28
Class C		1,000.00		1,000.00		1.80%		9.02
Class I		1,000.00		1,005.90		0.80%		4.02
Class P		1,000.00		1,005.90		0.80%		4.02
Advisor Class		1,000.00		1,005.90		0.80%		4.02
Hypothetical
Class A		$1,000.00		$1,019.80		1.05%		$5.32
Class C		1,000.00		1,016.04		1.80%		9.10
Class I		1,000.00		1,021.06		0.80%		4.05
Class P		1,000.00		1,021.06		0.80%		4.05
Advisor Class		1,000.00		1,021.06		0.80%		4.05
PL Limited Duration High Income Fund
Actual Fund Return
Class A		$1,000.00		$997.50		1.08%		$5.41
Class C		1,000.00		994.10		1.83%		9.15
Class I		1,000.00		999.80		0.81%		4.06
Advisor Class		1,000.00		998.80		0.83%		4.16
Hypothetical
Class A		$1,000.00		$1,019.65		1.08%		$5.47
Class C		1,000.00		1,015.89		1.83%		9.25
Class I		1,000.00		1,021.01		0.81%		4.10
Advisor Class		1,000.00		1,020.91		0.83%		4.20
PL High Income Fund
Actual Fund Return
Class A		$1,000.00		$993.40		1.05%		$5.25
Class C		1,000.00		989.70		1.80%		8.98
Class I		1,000.00		994.70		0.78%		3.90
Advisor Class		1,000.00		994.60		0.80%		4.00
Hypothetical
Class A		$1,000.00		$1,019.80		1.05%		$5.32
Class C		1,000.00		1,016.04		1.80%		9.10
Class I		1,000.00		1,021.16		0.78%		3.95
Advisor Class		1,000.00		1,021.06		0.80%		4.05

(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, then divided by 365 days.

(2) The annualized expense ratios for the Portfolio Optimization Funds and PL Diversified Alternatives Fund do not include fees and expenses of the PL Underlying Funds and Class P shares of the PL Floating Rate Income Fund (applicable to the PL Diversified Alternatives Fund only) (see Note 1 in Notes to Financial Statements) in which the Portfolio Optimization Funds and PL Diversified Alternatives Fund invest.

D-2

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 regulations and is available after filing (i) on the SEC’s Website at http://www.sec.gov; (ii) for review and copying at the SEC’s Public Reference Room in Washington, D.C. (information on the operations 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 http://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 the Trust’s fund 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 Trust

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 http://www.pacificlife.com/pacificlifefunds.htm

• On the SEC’s Website at http://www.sec.gov

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

D-3

PL Underlying Funds

Semi-Annual Report

As of September 30, 2014

PACIFIC LIFE FUNDS

SEMI-ANNUAL REPORT

AS OF SEPTEMBER 30, 2014

TABLE OF CONTENTS
Schedules of Investments	A-1
Financial Statements:
Statements of Assets and Liabilities	B-1
Statements of Operations	B-5
Statements of Changes in Net Assets	B-9
Statement of Cash Flows	B-13
Financial Highlights	B-14
Notes to Financial Statements	C-1
Disclosure of Fund Expenses	D-1
Approval of Sub-Advisory Agreements	D-3
Where to Go for More Information	D-8

PACIFIC LIFE FUNDS

PL FLOATING RATE LOAN FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Principal Amount		Value
SENIOR LOAN NOTES - 96.5%
Consumer Discretionary - 28.6%
99¢ Only Stores Tranche B-2 4.500% due 01/11/19 §		$994,865		$989,061
Acosta Holdco Inc 5.000% due 09/26/21 §		475,000		476,181
Affinia Group Inc Tranche B-2 4.750% due 04/25/20 §		519,356		520,005
Amaya Holdings BV Term B (1st Lien) (Netherlands) 5.000% due 08/01/21 §		375,000		370,781
AMC Entertainment Inc 3.500% due 04/30/20 §		246,249		243,607
Answers Corp (1st Lien) 7.750% due 12/20/18 §		96,250		97,092
Ascend Learning LLC 6.000% due 07/17/19 §		173,688		174,448
ASP HHI Acquisition Co Inc 5.000% due 10/05/18 §		1,061,377		1,062,373
Asurion LLC (2nd Lien) 8.500% due 03/03/21 §		125,000		126,875
Tranche B-1 5.000% due 05/24/19 §		1,038,385		1,034,599
Aufinco Property Ltd Term B 4.000% due 05/29/20 §		49,375		48,727
AVSC Holding Corp (1st Lien) 4.500% due 01/25/21 §		49,750		49,424
Bally Technologies Term B 4.250% due 11/25/20 §		130,511		130,185
Bass Pro Group LLC 3.750% due 11/20/19 §		296,939		293,722
Blue Buffalo Co Ltd Term B-3 3.750% due 08/08/19 §		563,568		560,046
Boyd Gaming Corp Term B 4.000% due 08/14/20 §		533,529		526,526
Burger King Corp due 09/30/21 µ		925,000		919,090
Tranche B 3.750% due 09/28/19 §		220,500		220,252
Burlington Coat Factory Warehouse Corp Term B-3 4.250% due 08/13/21 §		75,000		74,500
Caesars Entertainment Operating Co Inc Term B-6 6.950% due 03/01/17 §		216,500		197,730
Campaign Monitor Finance Property Ltd 6.250% due 03/18/21 §		99,500		98,629
CEC Entertainment Inc Term B 4.250% due 02/12/21 §		99,500		96,764
Cequel Communications LLC Term B 3.500% due 02/14/19 §		520,355		512,159
Charter Communications Operating LLC Term E 3.000% due 07/01/20 §		172,813		167,928
Term F 3.000% due 01/03/21 §		235,096		228,451
Chrysler Group LLC Term B 3.500% due 05/24/17 §		613,657		609,918
Tranche B 3.250% due 12/31/18 §		273,625		269,863
CityCenter Holdings LLC 4.250% due 10/16/20 §		340,926		337,858
Clear Channel Communications Inc Tranche B 3.804% due 01/29/16 §		3,101		3,078
Tranche D 6.904% due 01/30/19 §		367,529		351,564
Tranche E 7.654% due 07/30/19 §		118,204		115,839

	Principal Amount		Value
Crown Media Holdings Inc Term B 4.000% due 07/14/18 §		$347,782		$346,475
Cumulus Media Holdings Inc 4.250% due 12/23/20 §		554,804		546,482
David’s Bridal Inc 5.000% due 10/11/19 §		71,658		69,733
Education Management LLC Tranche C-2 5.250% due 06/01/16 §		493,454		284,559
Tranche C-3 9.250% due 03/30/18 §		299,064		171,962
Entravision Communications Corp Tranche B 3.500% due 05/31/20 §		96,583		95,094
Equinox Holdings Inc (1st Lien) 4.250% due 01/31/20 §		321,060		318,051
Extreme Reach Inc (1st Lien) 6.750% due 02/07/20 §		97,000		98,091
Federal-Mogul Corp Tranche C 4.750% due 04/15/21 §		525,000		521,250
Fender Musical Instruments Corp 5.750% due 04/03/19 §		44,375		44,310
Flint Group due 05/14/21 µ		150,000		149,062
General Nutrition Centers Inc Tranche B 3.250% due 03/02/18 §		1,119,606		1,101,763
Getty Images Inc 4.750% due 10/18/19 §		564,938		518,189
Go Daddy Operating Co LLC 4.750% due 05/13/21 §		561,823		554,976
Harbor Freight Tools USA Inc 4.750% due 07/26/19 §		148,500		148,574
Hilton Worldwide 3.500% due 10/25/20 §		679,934		670,463
Hudson’s Bay Co Term B (1st Lien) 4.750% due 11/04/20 §		439,375		440,290
Information Resources Inc 4.750% due 09/30/20 §		99,000		99,082
Interactive Data Corp 4.750% due 05/02/21 §		224,438		223,456
Ion Media Networks Inc 5.000% due 12/18/20 §		198,500		198,932
J Crew Group Inc 4.000% due 03/05/21 §		399,000		379,674
Jo-Ann Stores Inc Term B 4.000% due 03/16/18 §		961,798		926,932
Kasima LLC 3.250% due 05/17/21 §		121,324		120,186
La Quinta Intermediate Holdings LLC 4.000% due 04/14/21 §		138,581		136,953
Landry’s Inc 4.000% due 04/30/18 §		427,016		424,214
Laureate Education Inc 5.000% due 06/15/18 §		1,093,220		1,052,225
MCC Iowa LLC Tranche H 3.250% due 01/29/21 §		98,750		96,405
McGraw-Hill Global Education Holdings LLC Term B 5.750% due 03/22/19 §		84,292		84,582
Mediacom Broadband Term J 3.750% due 06/30/21 §		124,688		122,777
Mediacom LLC Tranche G 3.750% due 06/30/21 §		75,000		73,734
Media General Inc Term B 4.250% due 07/31/20 §		136,046		134,941
MH Sub I LLC (1st Lien) 5.000% due 07/08/21 §		112,463		112,006
MGM Resorts International Term B 3.500% due 12/20/19 §		294,750		290,145
Michaels Stores Inc 4.000% due 01/28/20 §		125,000		123,656
Term B 3.750% due 01/28/20 §		320,938		315,121

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-1

PACIFIC LIFE FUNDS

PL FLOATING RATE LOAN FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
Numericable US LLC Tranche B-1 4.500% due 05/21/20 §		$139,154		$138,197
Tranche B-2 4.500% due 05/21/20 §		160,846		159,740
OSI Restaurant Partners LLC 3.500% due 10/28/19 §		211,587		211,084
Party City Holdings Inc 4.000% due 07/27/19 §		393,584		387,599
Petco Animal Supplies Inc 4.000% due 11/24/17 §		481,250		477,941
Pilot Travel Centers LLC Tranche B 3.750% due 03/30/18 §		404,575		405,081
4.250% due 08/07/19 §		147,000		147,061
Pinnacle Entertainment Inc Tranche B-2 3.750% due 08/13/20 §		94,318		93,434
Proquest LLC due 09/24/21 µ		100,000		100,031
Renaissance Learning Inc (1st Lien) 4.500% due 04/09/21 §		74,625		73,272
Rentpath Inc Term B 6.250% due 05/29/20 §		123,438		124,129
Sabre GLBL Inc Term B 4.000% due 02/19/19 §		147,375		145,570
Scientific Games International Inc due 09/16/21 µ		125,000		122,578
4.250% due 10/18/20 §		471,438		470,185
Seaworld Parks & Entertainment Inc Term B-2 3.000% due 05/14/20 §		567,678		537,875
Serta Simons Holdings LLC Term B 4.250% due 10/01/19 §		378,413		376,153
Six Flags Theme Parks Inc 3.500% due 12/20/18 §		498,837		498,213
Spin Holdco Inc (1st Lien) 4.250% due 11/14/19 §		148,877		146,760
Springer SBM II GmbH Term B-3 4.750% due 07/23/20 §		148,503		146,275
SRAM LLC Term B 4.020% due 04/04/20 §		202,410		199,078
Standard Aero Ltd Tranche B-2 5.000% due 11/02/18 §		38,189		38,323
SurveyMonkey.com LLC 5.500% due 02/07/19 §		241,536		242,816
Tempur-Pedic International Inc Term B 3.500% due 03/18/20 §		153,611		152,075
The Brickman Group Ltd LLC (1st Lien) 4.000% due 12/18/20 §		99,251		97,417
The Goodyear Tire & Rubber Co (2nd Lien) 4.750% due 04/30/19 §		925,000		926,590
The Men’s Wearhouse Inc Tranche B 4.500% due 06/18/21 §		200,000		199,373
The Neiman Marcus Group Inc 4.250% due 10/25/20 §		545,882		537,352
The ServiceMaster Co LLC 4.250% due 07/01/21 §		325,000		320,682
TI Group Automotive Systems LLC 4.250% due 07/02/21 §		399,000		393,514
Tower Automotive Holdings USA LLC 4.000% due 04/23/20 §		546,878		541,751
Town Sports International LLC 4.500% due 11/15/20 §		149,250		129,848
Toys ‘R’ US Property Co I LLC 6.000% due 08/21/19 §		496,250		478,881
Travelport Finance SARL (Luxembourg) 6.000% due 09/08/20 §		175,000		174,918
TWCC Holding Corp 3.500% due 02/13/17 §		712,010		702,109
(2nd Lien) 7.000% due 06/26/20 §		100,000		98,417
Univision Communications Inc (1st Lien) 4.000% due 03/01/20 §		866,258		851,009

	Principal Amount		Value
Veyance Technologies Inc 5.250% due 09/08/17 §		$276,833		$276,141
Virgin Media Investment Holdings Ltd Facility B 3.500% due 02/21/20 §		725,000		706,810
Visteon Corp 3.500% due 04/01/21 §		149,625		147,568
VWR Funding Inc 3.404% due 04/03/17 §		596,500		588,795
Weight Watchers International Inc Tranche B-2 4.000% due 04/02/20 §		763,375		588,753
Wendy’s International Inc Term B 3.250% due 05/15/19 §		675,340		672,687
WMG Acquisition Corp Tranche B 3.750% due 07/01/20 §		123,750		119,651
WNA Holdings Inc 4.500% due 06/07/20 §		465,970		461,895
Zuffa LLC 3.750% due 02/25/20 §		497,470		491,667
				36,800,918
Consumer Staples - 8.8%
AdvancePierre Foods Inc (1st Lien) 5.750% due 07/10/17 §		446,614		447,060
Albertson’s LLC Term B-2 4.750% due 03/21/19 §		124,002		123,759
Term B-3 4.000% due 08/23/19 §		325,000		322,969
Term B-4 4.500% due 08/25/21 §		125,000		124,518
Arysta LifeScience SPC LLC (1st Lien) 4.500% due 05/29/20 §		320,937		320,603
Clearwater Seafoods LP Term B 4.750% due 06/26/19 §		445,500		446,243
CSM Bakery Supplies LLC (1st Lien) 5.000% due 07/03/20 §		123,750		122,551
Del Monte Foods Co (1st Lien) due 11/11/20 µ		250,000		234,167
Del Monte Foods Inc 3.500% due 11/11/20 §		309,496		299,244
(1st Lien) 4.260% due 02/18/21 §		99,500		93,198
Diamond Foods Inc Term B 4.250% due 08/20/18 §		497,500		492,525
Dole Food Co Inc Tranche B 4.500% due 11/01/18 §		856,771		852,130
High Liner Foods Inc 4.250% due 04/24/21 §		99,500		99,313
HJ Heinz Co Term B-2 3.500% due 06/05/20 §		1,283,750		1,270,271
JBS USA LLC 3.750% due 05/27/18 §		861,507		857,716
3.750% due 09/18/20 §		198,000		196,020
NBTY Inc Term B-2 3.500% due 10/01/17 §		325,000		319,272
New Albertson’s Inc Term B 4.750% due 06/27/21 §		550,000		542,369
Oak Leaf due 06/30/21 µ		300,000		293,250
Pinnacle Foods Finance LLC Tranche G 3.250% due 04/29/20 §		410,780		402,924
Revlon Consumer Products Corp 4.000% due 08/30/19 §		148,875		147,177
Reynolds Group Holdings 4.000% due 12/01/18 §		982,575		973,627
Rite Aid Corp Tranche 7 3.500% due 02/21/20 §		246,884		244,056
Spectrum Brands Inc Tranche C 3.500% due 09/04/19 §		123,750		122,884
Supervalu Inc 4.500% due 03/21/19 §		711,324		700,111

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-2

PACIFIC LIFE FUNDS

PL FLOATING RATE LOAN FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
The Sun Products Corp Tranche B 5.500% due 03/23/20 §		$268,861		$254,522
US Foods Inc 4.500% due 03/31/19 §		1,061,563		1,058,577
				11,361,056
Energy - 3.7%
Alpha Natural Resources Inc Term B 3.500% due 05/22/20 §		73,875		66,488
Arch Coal Inc 6.250% due 05/16/18 §		391,194		358,627
Bronco Midstream Funding LLC 5.000% due 08/15/20 §		209,624		209,886
Chesapeake Finance 2 Ltd Tranche B 4.250% due 09/30/20 §		49,750		49,284
Citgo Petroleum Corp Term B 4.500% due 07/29/21 §		125,000		125,365
Drillships Ocean Ventures Inc 5.500% due 07/25/21 §		150,000		145,031
Energy Transfer Equity LP 3.250% due 12/02/19 §		225,000		220,125
Fieldwood Energy LLC 3.875% due 09/28/18 §		123,813		122,600
MEG Energy Corp 3.750% due 03/31/20 §		761,306		757,907
Obsidian Natural Gas Trust 7.000% due 11/02/15 §		318,374		318,772
Ruby Western Pipeline Holdings LLC 3.500% due 03/27/20 §		43,137		42,840
Samson Investment Co Tranche 1 (2nd Lien) 5.000% due 09/25/18 §		100,000		97,388
Seadrill Operating LP 4.000% due 02/21/21 §		496,561		473,152
Sheridan Investment Partners I LLC Tranche B-2 4.250% due 10/01/19 §		241,667		238,193
Sheridan Investment Partners II LP
4.250% due 12/11/20 §		418,346		412,333
4.250% due 12/16/20 §		21,704		21,392
Term A2 4.250% due 12/11/20 §		58,195		57,358
Sheridan Production Partners I-A LP Tranche B-2 4.250% due 10/01/19 §		32,023		31,563
Sheridan Production Partners I-M LP Tranche B-2 4.250% due 10/01/19 §		19,560		19,279
Tallgrass Operations LLC 4.250% due 11/13/18 §		573,909		572,833
Tenaska Inc due 09/30/21 µ		200,000		200,000
Tervita Corp 6.250% due 05/15/18 §		197,000		196,490
				4,736,906
Financials - 7.4%
Alliant Holdings I LLC 4.250% due 12/20/19 §		242,945		242,589
Altisource Solutions SARL (Luxembourg) Term B 4.500% due 12/09/20 §		322,565		307,243
American Capital Ltd Term B 3.500% due 08/22/17 §		111,375		110,818
Amwins Group (1st Lien) 5.000% due 09/06/19 §		123,000		123,000
Armor Holding II LLC (1st Lien) 5.750% due 06/26/20 §		96,649		96,186
Citco Funding LLC 4.250% due 06/29/18 §		532,882		528,220
Clipper Acquisitions Corp Term B 3.000% due 02/06/20 §		689,034		678,905
CNO Financial Group Inc Tranche B-2 3.750% due 09/28/18 §		115,275		114,445
Corporate Capital Trust Inc Term B 4.000% due 05/20/19 §		124,375		124,711

	Principal Amount		Value
Crown Castle Operating Co Tranche B-2 3.000% due 01/31/21 §		$222,567		$219,938
Cunningham Lindsey US Inc (1st Lien) 5.000% due 12/10/19 §		294,750		290,329
First Data Corp
Term B (2nd Lien) 3.655% due 09/24/18 §		200,000		196,375
Term C-1 3.655% due 03/24/18 §		623,620		612,577
Grosvenor Capital Management Holdings LP 3.750% due 01/04/21 §		148,875		147,200
Guggenheim Partners Investment Management Holdings LLC 4.250% due 07/22/20 §		173,811		173,340
Harbourvest Partners LP 3.250% due 02/04/21 §		340,493		335,385
Home Loan Servicing Solutions Ltd 4.500% due 06/26/20 §		148,125		145,811
HUB International Ltd 4.250% due 10/02/20 §		297,008		291,532
ION Trading Technologies SARL (1st Lien) 4.250% due 06/10/21 §		174,563		172,708
LPL Holdings Inc Tranche B (1st Lien) 3.250% due 03/29/19 §		391,045		387,135
MCS AMS Sub-Holdings LLC 7.000% due 10/15/19 §		72,188		69,300
Nuveen Investments Inc Tranche B (1st Lien) 4.157% due 05/13/17 §		883,260		881,972
Ocwen Loan Servicing LLC 5.000% due 02/15/18 §		646,484		636,706
PGX Holding Inc due 09/29/20 µ		75,000		74,719
RCS Capital Corp (1st Lien) 6.500% due 04/29/19 §		148,125		149,421
Realogy Corp Term B 3.750% due 03/05/20 §		992,500		978,853
RHP Hotel Properties LP Tranche B 3.750% due 01/15/21 §		99,750		99,625
Shield Finance Co SARL Term B 5.000% due 01/29/21 §		99,500		99,583
Starwood Property Trust Inc 3.500% due 04/19/20 §		98,995		97,696
TransUnion LLC 4.000% due 04/09/21 §		547,250		539,954
USI Inc 4.250% due 12/27/19 §		295,083		290,287
Walker & Dunlop Inc 5.250% due 12/20/20 §		74,438		74,903
Walter Investment Management Corp Tranche B 4.750% due 12/18/20 §		280,539		270,486
				9,561,952
Health Care - 14.5%
Akorn Inc due 04/16/21 µ		250,000		249,685
Alere Inc Term B 4.250% due 06/30/17 §		776,005		771,559
Alliance HealthCare Services Inc 4.250% due 06/03/19 §		98,750		98,503
Amneal Pharmaceuticals LLC due 10/17/19 µ		200,000		200,125
Term B 4.750% due 11/01/19 §		74,438		74,484
Ardent Medical Services Inc (1st Lien) 6.750% due 03/21/18 §		640,619		643,622
Aveta Inc 9.750% due 12/30/17 §		51,376		51,119
Biomet Inc Term B-2 3.655% due 07/25/17 §		1,179,974		1,173,890

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-3

PACIFIC LIFE FUNDS

PL FLOATING RATE LOAN FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
CHS/Community Health Systems Inc Term D 4.250% due 01/27/21 §		$1,477,807		$1,475,314
Term E 3.485% due 01/25/17 §		172,775		172,139
CPI Buyer LLC (1st Lien) 5.500% due 08/16/21 §		150,000		148,500
DaVita HealthCare Partners Inc Tranche B 3.500% due 06/24/21 §		423,938		419,864
DJO Finance LLC Tranche B 4.250% due 09/15/17 §		355,192		353,195
Envision Healthcare Corp 4.000% due 05/25/18 §		450,174		446,573
Gentiva Health Services Inc Term B 6.500% due 10/18/19 §		672,431		674,533
Grifols Worldwide Operations Ltd Tranche B 3.154% due 02/27/21 §		621,875		611,856
HCA Inc Tranche B-4 2.983% due 05/01/18 §		650,355		643,784
Ikaria (1st Lien) 5.000% due 02/12/21 §		94,132		94,000
IMS Health Inc Term B 3.500% due 03/17/21 §		552,574		541,983
InVentiv Health Inc Term B-4 7.750% due 05/15/18 §		263,957		262,857
JLL/Delta Dutch Newco BV 4.250% due 03/11/21 §		498,750		489,666
Kindred Healthcare Inc 4.000% due 04/09/21 §		199,500		196,383
Kinetic Concepts Inc Term E-1 4.000% due 05/04/18 §		760,331		752,094
Mallinckrodt International Finance SA Term B 3.500% due 03/19/21 §		199,000		196,295
Term B-1 3.500% due 03/19/21 §		150,000		148,000
MedAssets Inc Term B 4.000% due 12/13/19 §		44,938		44,853
Millennium Laboratories LLC Tranche B 5.250% due 04/16/21 §		773,063		773,056
MMM Holdings Inc 9.750% due 12/12/17 §		70,667		71,109
National Mentor Holdings Inc Tranche B
4.750% due 01/31/21 §		49,750		49,574
Onex Carestream Finance LP (1st Lien) 5.000% due 06/07/19 §		295,535		295,659
Ortho-Clinical Diagnostics Holdings SARL (Luxembourg) 4.750% due 06/30/21 §		423,938		419,897
Par Pharmaceutical Cos Inc Term B-2 4.000% due 09/30/19 §		222,540		218,784
Pharmaceutical Product Development Inc 4.000% due 12/05/18 §		982,500		975,541
PRA Holdings Tranche B-1 4.500% due 09/23/20 §		148,500		147,502
Prestige Brands Inc Term B-2 4.500% due 09/03/21 §		100,000		100,038
Quintiles Transnational Corp Term B-3 3.750% due 06/08/18 §		1,399,392		1,381,900
Radnet Management Inc Tranche B 4.250% due 10/10/18 §		192,563		191,721
Sage Products (1st Lien) 4.250% due 12/13/19 §		180,461		180,085
Salix Pharmaceuticals Ltd 4.250% due 01/02/20 §		96,250		96,216
Steward Health Care System LLC 6.750% due 04/10/20 §		496,231		494,370
The Trizetto Group Inc 4.750% due 05/02/18 §		472,408		472,998
Truven Health Analytics Inc Term B 4.500% due 05/31/19 §		196,013		192,582

	Principal Amount		Value
U.S. Renal Care Inc Tranche B-2 4.250% due 07/03/19 §		$498,741		$493,286
Valeant Pharmaceuticals International Inc Series C-2 Tranche B 3.750% due 12/11/19 §		255,838		253,371
Series D-2 Tranche B 3.750% due 02/13/19 §		425,331		421,343
Series E-1 Tranche B 3.750% due 08/05/20 §		497,623		492,469
				18,656,377
Industrials - 9.7%
Accudyne Industries LLC 4.000% due 12/13/19 §		707,042		695,774
ADS Waste Holdings Inc Tranche B-2 3.750% due 10/09/19 §		221,062		216,042
Allflex Holdings III Inc (1st Lien) 4.250% due 07/17/20 §		74,250		73,740
Allison Transmission Inc Term B-3 3.750% due 08/23/19 §		586,853		581,902
American Builders & Contractors Supply Co Inc Term B 3.500% due 04/16/20 §		622,491		612,531
Ameriforge Group Inc (1st Lien) 5.000% due 12/19/19 §		172,946		172,946
Apex Tool Group LLC 4.500% due 01/31/20 §		437,558		423,337
Atlantic Aviation FBO Inc 3.250% due 06/01/20 §		99,000		98,051
Bombardier Recreational Products Inc (Canada) Term B 4.000% due 01/30/19 §		396,000		389,811
Ceridian Corp
Term B-1 4.152% due 05/09/17 §		71,116		70,983
Term B-2 4.500% due 05/09/17 §		74,181		73,439
CPG International Inc 4.750% due 09/30/20 §		299,244		298,496
CSC Holdings LLC Term B 2.654% due 04/17/20 §		204,774		198,822
DAE Aviation Holdings Inc Tranche B-1 5.000% due 11/02/18 §		84,240		84,535
Delos Finance SARL 3.500% due 03/06/21 §		325,000		322,004
Doosan Infracore International Inc Tranche B 4.500% due 05/28/21 §		149,625		149,999
EnergySolutions LLC 6.750% due 05/29/20 §		124,688		126,324
Evergreen (1st Lien) due 04/28/21 µ		100,000		98,438
5.750% due 04/28/21 §		200,000		197,667
Floatel International Ltd 6.000% due 06/27/20 §		149,250		146,638
Flying Fortress Inc 3.500% due 06/30/17 §		354,167		352,174
Gardner Denver Inc 4.250% due 07/30/20 §		198,000		194,399
Gates Global LLC 4.250% due 07/05/21 §		200,000		196,929
Generac Power Systems Inc Term B 3.250% due 05/31/20 §		188,167		185,283
Grede Holdings LLC 4.750% due 06/02/21 §		325,000		324,391
Husky Injection Molding Systems Ltd 4.250% due 06/30/21 §		373,574		369,185
IG Investments Holdings LLC
Tranche B (1st Lien) 5.250% due 10/31/19 §		147,809		147,901
Ina Beteiligungsgesellschaft Mit Beschrankter Haftung Facility E 3.750% due 05/15/20 §		125,000		124,040
John Maneely Co 4.750% due 04/01/17 §		972,334		967,910

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-4

PACIFIC LIFE FUNDS

PL FLOATING RATE LOAN FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
KAR Auction Services Inc Tranche B-2 3.500% due 03/11/21 §		$309,054		$304,934
Merrill Communications LLC 5.750% due 03/08/18 §		22,441		22,693
Metaldyne LLC 4.250% due 12/18/18 §		706,998		704,494
Milacron LLC 4.000% due 03/28/20 §		541,778		539,069
Monitronics International Inc Term B 4.250% due 03/23/18 §		171,262		169,656
NN Inc 6.000% due 08/27/21 §		100,000		100,313
Pelican Products Inc (1st Lien) 5.250% due 04/10/20 §		186,674		187,452
Rexnord LLC Term B 4.000% due 08/21/20 §		569,250		561,185
Sensata Technologies BV Term B 3.250% due 05/10/18 §		118,204		117,697
Stena International 4.000% due 03/03/21 §		223,875		220,377
Swift Transportation Co Inc Tranche B 3.750% due 06/09/21 §		149,250		149,017
Tank Holding Corp Term 1 4.250% due 07/09/19 §		119,408		118,767
The Hertz Corp Tranche B-1 3.750% due 03/11/18 §		221,063		217,562
Transdigm Inc Term C 3.750% due 02/28/20 §		172,802		170,250
Tranche D 3.750% due 06/04/21 §		249,375		245,857
U.S. Security Associates Holdings Inc Term B 6.000% due 07/28/17 §		486,220		485,612
VAT Lux III SARL 4.750% due 02/11/21 §		49,750		49,418
West Corp Term B-10 3.250% due 06/30/18 §		193,624		189,872
				12,447,916
Information Technology - 10.6%
Activision Blizzard Inc 3.250% due 10/12/20 §		360,188		359,837
Applied Systems Inc (1st Lien) 4.250% due 01/25/21 §		124,063		122,946
ARRIS Group Inc Term B 3.250% due 04/17/20 §		411,979		406,572
Avago Technologies Cayman Ltd 3.750% due 05/06/21 §		847,875		841,289
AVAST Software 4.750% due 03/20/20 §		121,875		121,926
Blue Coat Systems Inc 4.000% due 05/31/19 §		746,232		734,106
CDW Corp 3.250% due 04/29/20 §		246,251		240,826
Commscope Inc Tranche 4 3.250% due 01/14/18 §		148,500		147,540
CompuCom Systems Inc 4.250% due 05/09/20 §		310,061		300,759
Dell Inc Term B 4.500% due 04/29/20 §		1,116,563		1,109,863
Dell International Term C 3.750% due 10/29/18 §		185,000		182,991
Eagle Parent Inc Term B-2 4.000% due 05/16/18 §		446,376		441,800
EIG Investors Corp Term (1st Lien) 5.000% due 11/09/19 §		295,144		293,853
Emdeon Business Services LLC Term B-2 3.750% due 11/02/18 §		565,681		560,024
Entegris Inc Tranche B 3.500% due 04/30/21 §		70,736		69,911

	Principal Amount		Value
Excelitas Technologies Corp Term B 6.000% due 11/02/20 §		$489,750		$490,362
Expert Global Solutions Inc Term B (1st Lien) 8.500% due 04/03/18 §		259,779		260,103
Freescale Semiconductor Inc Tranche B-4 4.250% due 02/28/20 §		320,143		315,675
Genpact Ltd 3.500% due 08/30/19 §		171,948		170,874
GXS Group Inc 3.250% due 01/16/21 §		124,063		122,938
Infor (US) Inc Tranche B-5 3.750% due 06/03/20 §		1,189,095		1,163,678
Kronos Inc (1st Lien) 4.500% due 10/30/19 §		295,661		294,407
Moneygram International Inc 4.250% due 03/27/20 §		496,222		488,313
Novell Inc (1st Lien) 7.250% due 11/22/17 §		366,421		367,767
NXP BV Tranche D 3.250% due 01/11/20 §		247,500		243,581
Opal Acquisition Inc (1st Lien) 5.000% due 11/20/20 §		223,313		223,313
Rocket Software Inc 5.750% due 02/19/18 §		479,168		480,267
RP Crown Parent LLC (1st Lien) 6.000% due 12/21/18 §		838,717		818,275
SCS Holdings I Inc 7.000% due 12/07/18 §		407,291		412,892
Smart Technologies ULC Term B 10.500% due 01/31/18 §		23,124		22,952
Sophia LP Term B-1 4.000% due 07/19/18 §		133,283		131,652
Spansion LLC 3.750% due 12/19/19 §		122,734		120,945
SunEdison Semiconductor BV 6.500% due 05/27/19 §		124,687		124,610
SunGard Data Systems Inc Tranche C 3.906% due 02/28/17 §		100,092		99,820
Tranche E 4.000% due 03/08/20 §		610,184		603,983
Vantiv LLC Term B 3.750% due 06/13/21 §		124,688		124,251
Vertafore Inc 4.250% due 10/03/19 §		483,848		480,824
Wall Street Systems Delaware Inc 4.500% due 04/30/21 §		166,972		166,068
				13,661,793
Materials - 8.0%
Axalta Coating Systems Dutch Holding B BV Term B 3.750% due 02/01/20 §		330,407		324,088
AZ Chem US Inc (1st Lien) 4.500% due 06/11/21 §		387,409		387,505
Berry Plastics Corp Term D 3.500% due 02/08/20 §		742,472		725,162
Term E 3.750% due 01/06/21 §		99,500		97,426
Essar Steel Algoma Inc 12.250% due 11/15/14 § W		242,515		243,386
Fairmount Minerals Ltd Tranche B-2 4.500% due 09/05/19 §		247,500		247,593
FMG Resources Property Ltd 3.750% due 06/30/19 §		760,073		745,504
Gemini HDPE LLC 4.750% due 08/06/21 §		250,000		249,896
Huntsman International LLC 3.750% due 08/12/21 §		250,000		248,125

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-5

PACIFIC LIFE FUNDS

PL FLOATING RATE LOAN FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
Ineos US Finance LLC Term B 3.750% due 05/04/18 §		$1,050,606		$1,031,153
MacDermid Inc (1st Lien) due 06/07/20 µ		75,000		74,063
Tranche B (1st Lien) 4.000% due 06/07/20 §		98,750		97,516
Minerals Technologies Inc 4.000% due 05/07/21 §		244,567		244,223
Murray Energy Corp 5.250% due 12/05/19 §		174,125		174,038
Neenah Foundry Co 6.750% due 04/26/17 §		66,573		66,334
Noranda Aluminum Term B 5.750% due 02/28/19 §		121,875		119,031
Novelis Inc 3.750% due 03/10/17 §		962,533		955,073
Oxea SARL Tranche B-2 (1st Lien) 4.250% due 01/15/20 §		74,438		73,228
PQ Corp 4.000% due 08/07/17 §		147,375		146,033
Quikrete Holdings Inc (1st Lien) 4.000% due 09/28/20 §		598,502		594,325
Signode Industrial Group Lux SA Term B 4.000% due 05/01/21 §		176,296		174,644
Tricorbraun Inc 4.000% due 05/03/18 §		479,114		476,120
Tronox Inc Term B 4.000% due 03/19/20 §		1,207,656		1,200,780
Unifrax Holding Co 4.250% due 11/28/18 §		490,781		489,657
Univar Inc Term B 5.000% due 06/30/17 §		471,744		467,714
Walter Energy Inc Term B 7.250% due 04/02/18 §		707,503		627,024
				10,279,641
Telecommunication Services - 3.5%
Intelsat Jackson Holdings SA Term B-2 3.750% due 06/30/19 §		975,000		961,391
IPC Systems Inc (1st Lien) 6.000% due 11/08/20 §		149,625		150,373
SBA Finance Communications Corp Tranche B-1-A 3.250% due 03/24/21 §		199,500		195,676
Syniverse Holdings Inc Term B 4.000% due 04/23/19 §		239,957		236,357
Tranche B 4.000% due 04/23/19 §		121,190		119,221
Telesat Canada Term B-2 3.500% due 03/28/19 §		513,247		506,292
TNS Inc (1st Lien) 5.000% due 02/14/20 §		46,796		46,943
UPC Financing Partnership Facility AH 3.250% due 06/30/21 §		1,000,000		974,625
Windstream Corp Tranche B-5 3.500% due 08/26/19 §		987,500		977,823
Ziggo BV
due 01/15/22 µ		127,872		124,470
Facility B-1 3.250% due 01/15/22 §		120,181		116,983
Term B-2 3.250% due 01/15/22 §		76,947		74,898
				4,485,052

	Principal Amount		Value
Utilities - 1.7%
Calpine Construction Finance Co LP Term B-1 3.000% due 05/03/20 §		$148,125		$143,772
Calpine Corp Term B-1 4.000% due 04/01/18 §		1,013,250		1,008,747
Term B-2 4.000% due 04/01/18 §		96,750		96,369
Dynegy Inc Tranche B-2 4.000% due 04/23/20 §		121,538		120,830
EFS Cogen Holdings I LLC Term B 3.750% due 12/17/20 §		65,893		65,838
Energy Future Intermediate Holding Co LLC 4.250% due 06/19/16 §		225,000		224,298
EquiPower Resources Holdings LLC Term C (1st Lien) 4.250% due 12/31/19 §		272,555		271,761
La Frontera Generation LLC due 09/30/20 µ		250,000		247,655
				2,179,270
Total Senior Loan Notes (Cost $126,172,145)				124,170,881
	Shares
SHORT-TERM INVESTMENT - 4.5%
Money Market Fund - 4.5%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		5,832,776		5,832,776
Total Short-Term Investment (Cost $5,832,776)				5,832,776
TOTAL INVESTMENTS - 101.0% (Cost $132,004,921)				130,003,657
OTHER ASSETS & LIABILITIES, NET - (1.0%)				(1,296,264	)
NET ASSETS - 100.0%				$128,707,393

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Consumer Discretionary	28.6%
Health Care	14.5%
Information Technology	10.6%
Industrials	9.7%
Consumer Staples	8.8%
Materials	8.0%
Financials	7.4%
Short-Term Investment	4.5%
Energy	3.7%
Telecommunication Services	3.5%
Others (each less than 3.0%)	1.7%
	101.0%
Other Assets & Liabilities, Net	(1.0%	)
	100.0%

(b) An investment with a value of $243,386 or 0.2% of the fund’s net assets was in default as of September 30, 2014.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-6

PACIFIC LIFE FUNDS

PL FLOATING RATE LOAN FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

(c) Pursuant to the terms of the following senior loan agreement, the fund had an unfunded loan commitment of $12,132 or less than 0.1% of the net assets as of September 30, 2014, which could be extended at the option of the borrower:

Borrower	Unfunded Loan Commitment		Value		Unrealized Appreciation
MH Sub I LLC		$12,132		$12,205		$73

(d) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Senior Loan Notes		$124,170,881		$—		$124,170,881		$—
	Short-Term Investment		5,832,776		5,832,776		—		—
	Unfunded Loan Commitment		73		—		73		—
	Total		$130,003,730		$5,832,776		$124,170,954		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-7

PACIFIC LIFE FUNDS

PL INFLATION MANAGED FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Principal Amount		Value
CORPORATE BONDS & NOTES - 1.0%
Energy - 0.3%
California Resources Corp 5.500% due 09/15/21 ~		$400,000		$406,500
Financials - 0.4%
Intesa Sanpaolo SPA (Italy) 3.125% due 01/15/16		100,000		102,326
LBG Capital No.2 PLC (United Kingdom) 15.000% due 12/21/19 ~		GBP 190,000		437,384
				539,710
Industrials - 0.3%
International Lease Finance Corp
6.750% due 09/01/16 ~		$100,000		108,250
7.125% due 09/01/18 ~		200,000		225,500
				333,750
Total Corporate Bonds & Notes (Cost $1,253,146)				1,279,960
MORTGAGE-BACKED SECURITIES - 2.4%
Collateralized Mortgage Obligations - Commercial - 0.3%
JP Morgan Chase Commercial Mortgage Securities Trust 5.336% due 05/15/47 "		108,532		116,383
Morgan Stanley Capital I Trust 6.105% due 06/11/49 " §		97,299		106,975
Silenus European Loan Conduit Ltd (Ireland) 0.348% due 05/15/19 " §		EUR 124,234		155,189
				378,547
Collateralized Mortgage Obligations - Residential - 2.1%
Banc of America Funding Trust 0.376% due 07/20/36 " §		$451,234		421,001
Banc of America Mortgage Trust 2.605% due 07/25/35 " §		104,413		98,153
Bear Stearns Adjustable Rate Mortgage Trust
2.164% due 08/25/35 " §		15,181		15,488
2.528% due 03/25/35 " §		13,142		13,323
2.580% due 03/25/35 " §		53,005		53,670
Citigroup Mortgage Loan Trust Inc
2.200% due 09/25/35 " §		24,278		24,483
2.280% due 09/25/35 " §		20,407		20,553
Countrywide Home Loan Mortgage Pass-Through Trust 2.268% due 01/19/34 " §		47,469		46,017
Fannie Mae
0.505% due 07/25/37 " §		167,597		168,180
0.535% due 07/25/37 " §		155,904		156,768
0.595% due 05/25/36 " §		151,079		151,707
0.600% due 02/25/37 " §		35,709		35,813
0.835% due 02/25/41 " §		288,137		291,843
First Horizon Mortgage Pass-Through Trust 4.880% due 06/25/35 " §		65,925		63,546
GSR Mortgage Loan Trust 2.660% due 09/25/35 " §		44,016		44,494
JP Morgan Mortgage Trust 5.016% due 06/25/35 " §		105,618		105,637
Merrill Lynch Mortgage Investors Trust 2.148% due 12/25/34 " §		128,401		128,116
New York Mortgage Trust 2.633% due 05/25/36 " §		440,966		404,517
Reperforming Loan REMIC Trust 0.495% due 06/25/35 " § ~		16,834		15,192
Residential Accredit Loans Inc Trust 0.335% due 06/25/46 " §		125,015		57,546

	Principal Amount		Value
Structured Adjustable Rate Mortgage Loan Trust 0.405% due 02/25/35 " §		$33,512		$29,318
Structured Asset Mortgage Investments II Trust 0.365% due 05/25/46 " §		109,731		84,116
Wells Fargo Mortgage Backed Securities Trust 2.606% due 10/25/35 " §		295,456		298,372
				2,727,853
Total Mortgage-Backed Securities (Cost $2,924,801)				3,106,400
ASSET-BACKED SECURITIES - 2.1%
Freddie Mac Structured Pass-Through Securities 0.435% due 09/25/31 " §		1,763		1,653
Hillmark Funding Ltd CDO (Cayman) 0.484% due 05/21/21 " § ~		908,677		896,592
Park Place Securities Inc Pass-Through Certificates 1.175% due 12/25/34 " §		91,661		91,977
SLM Student Loan Trust
0.344% due 12/15/23 " §		EUR 1,263,731		1,586,587
0.354% due 09/15/21 " §		120,358		152,254
Wood Street II BV CLO (Netherlands) 0.433% due 03/29/21 " § ~		73,838		92,932
Total Asset-Backed Securities (Cost $2,902,227)				2,821,995
U.S. TREASURY OBLIGATIONS - 105.9%
U.S. Treasury Inflation Protected Securities - 105.9%
0.125% due 04/15/16 ^ ‡		$755,573		764,722
0.125% due 04/15/17 ^		1,888,099		1,914,670
0.125% due 04/15/18 ^		6,488,685		6,547,799
0.125% due 04/15/19 ^		813,432		815,879
0.125% due 07/15/22 ^		16,576,800		16,198,650
0.375% due 07/15/23 ^		4,299,876		4,258,558
0.500% due 04/15/15 ^ ‡		4,504,856		4,513,195
0.625% due 07/15/21 ^		15,063,675		15,385,541
0.625% due 02/15/43 ^		3,108,840		2,751,081
1.125% due 01/15/21 ^		217,828		228,736
1.250% due 07/15/20 ^		23,487,452		24,964,428
1.375% due 02/15/44 ^		7,252,113		7,772,972
1.625% due 01/15/15 ^		15,458,564		15,480,270
1.750% due 01/15/28 ^		5,231,442		5,835,919
1.875% due 07/15/15 ^ ‡		857,423		876,983
1.875% due 07/15/19 ^		223,168		243,759
2.000% due 01/15/16 ^		5,638,015		5,838,344
2.125% due 02/15/41 ^		108,796		135,604
2.375% due 01/15/25 ^		2,148,732		2,520,396
2.375% due 01/15/27 ^		236,286		280,137
2.500% due 01/15/29 ^		2,108,430		2,577,885
2.625% due 07/15/17 ^		2,413,005		2,634,857
3.375% due 04/15/32 ^		201,341		280,351
3.875% due 04/15/29 ^		11,260,983		15,916,983
				138,737,719
Total U.S. Treasury Obligations (Cost $142,989,854)				138,737,719
FOREIGN GOVERNMENT BONDS & NOTES - 15.5%
Australia Government (Australia) 5.250% due 03/15/19		AUD 1,200,000		1,153,600
Autonomous Community of Catalonia (Spain) 4.950% due 02/11/20		EUR 200,000		283,210
Bundesrepublik Deutschland Bundesobligation Inflation Linked (Germany) 0.750% due 04/15/18 ^		4,658,500		6,186,415

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-8

PACIFIC LIFE FUNDS

PL INFLATION MANAGED FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
France Government OAT (France)
0.100% due 07/25/21		EUR 100,864		$133,343
0.250% due 07/25/18		414,420		545,970
0.700% due 07/25/30		99,900		134,484
Hellenic Railways Organization SA (Greece) 4.028% due 03/17/17		200,000		249,903
IM Cedulas 4 Fondo de Titulazion de Activos 3.750% due 03/11/15		300,000		384,732
Italy Buoni Poliennali Del Tesoro (Italy)
2.250% due 04/22/17 ~		600,408		790,011
2.350% due 09/15/24 ~		1,201,404		1,688,782
2.550% due 10/22/16 ~		1,000,680		1,316,368
2.550% due 09/15/41		216,478		298,117
3.100% due 09/15/26 ^ ~		105,650		158,412
Mexican Bonos de Proteccion al Ahorro (Mexico) 2.970% due 01/30/20 ^ §		MXN 3,700,000		276,548
Mexican Udibonos (Mexico) 4.000% due 11/08/46		18,125,209		1,463,925
New Zealand Government (New Zealand) 2.000% due 09/20/25		NZD 2,600,000		2,016,650
Slovenia Government International Bond (Slovenia) 4.700% due 11/01/16 ~		EUR 300,000		409,200
Spain Government (Spain)
3.800% due 04/30/24 ~		600,000		871,865
5.400% due 01/31/23 ~		1,100,000		1,776,008
Xunta de Galicia (Spain) 6.131% due 04/03/18		100,000		148,688
Total Foreign Government Bonds & Notes (Cost $21,310,072)				20,286,231
PURCHASED OPTIONS - 0.0%
(See Note (f) in Notes to Schedule of Investments) (Cost $33,392)				3
SHORT-TERM INVESTMENTS - 8.1%
U.S. Treasury Bills - 0.2%
0.044% due 10/30/14 ‡		$168,000		167,997
0.050% due 10/16/14 ‡		102,000		101,999
				269,996
Repurchase Agreement - 7.5%
Morgan Stanley & Co LLC 0.000% due 10/01/14 (Dated 09/30/14, repurchase price of $9,800,000; collateralized by a U.S. Treasury Inflation Protected Bond: 3.750% due 11/15/43 and value $9,844,423)		9,800,000		9,800,000

	Shares		Value
Money Market Fund - 0.4%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		550,162		$550,162
Total Short-Term Investments (Cost $10,620,154)				10,620,158
TOTAL INVESTMENTS - 135.0% (Cost $182,033,646)				176,852,466
OTHER ASSETS & LIABILITIES, NET - (35.0%)				(45,842,797	)
NET ASSETS - 100.0%				$131,009,669

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

U.S. Treasury Obligations	105.9%
Foreign Government Bonds & Notes	15.5%
Short-Term Investments	8.1%
Others (each less than 3.0%)	5.5%
	135.0%
Other Assets & Liabilities, Net	(35.0%	)
	100.0%

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

(c) The average amount of borrowings by the fund on sale-buyback financing transactions (See Note 4 in Notes to Financial Statements) outstanding during the six-month period ended September 30, 2014 was $33,260,270 at a weighted average interest rate of 0.119%.

(d) Open futures contracts outstanding as of September 30, 2014 were as follows:

Long Futures Outstanding	Number of Contracts		Unrealized Depreciation
Eurodollar (03/16)		16		($3,016	)
U.S. Treasury 5-Year Notes (12/14)		52		(14,277	)
U.S. Treasury 10-Year Notes (12/14)		45		(32,269	)
				(49,562	)
Short Futures Outstanding
Euro-Bund 10-Year Notes (12/14)		24		(15,883	)
Total Futures Contracts				($65,445	)

(e) Forward foreign currency contracts outstanding as of September 30, 2014 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
AUD	2,940,000	USD	2,608,698		10/14	CIT		($34,584	)
AUD	1,519,000	USD	1,323,072		11/14	HSB		3,432
BRL	4,737,960	USD	2,073,139		10/14	UBS		(138,615	)
BRL	1,072,477	USD	452,331		11/14	UBS		(18,528	)
EUR	493,369	USD	632,281		10/14	CIT		(9,127	)
EUR	31,000	USD	40,143		10/14	GSC		(988	)
EUR	145,000	USD	188,042		10/14	JPM		(4,896	)
EUR	19,604,000	USD	25,073,517		10/14	UBS		(312,550	)
EUR	427,369	USD	542,405		11/14	CIT		(2,486	)
EUR	3,417,000	USD	4,355,476		11/14	HSB		(38,583	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-9

PACIFIC LIFE FUNDS

PL INFLATION MANAGED FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
GBP	338,000	USD	553,414		12/14	BRC		($5,814	)
INR	61,136,310	USD	1,009,000		10/14	BRC		(22,493	)
INR	14,442,792	USD	238,000		10/14	CIT		(4,948	)
INR	12,715,500	USD	210,000		10/14	DUB		(4,820	)
INR	144,096,970	USD	2,367,290		10/14	UBS		(42,114	)
INR	203,696,690	USD	3,265,192		01/15	CIT		(47,587	)
JPY	72,885,950	USD	670,000		10/14	CIT		(5,437	)
JPY	347,775,963	USD	3,195,002		10/14	JPM		(24,034	)
JPY	72,885,950	USD	669,452		11/14	UBS		(4,721	)
MXN	2,842,000	USD	217,463		12/14	BRC		(7,009	)
MXN	9,961,000	USD	757,181		12/14	CIT		(19,557	)
MYR	2,684,388	USD	837,563		10/14	BRC		(20,167	)
MYR	1,115,730	USD	350,000		10/14	JPM		(10,260	)
MYR	3,329,326	USD	1,026,303		01/15	UBS		(19,081	)
USD	2,726,634	AUD	2,940,000		10/14	JPM		152,905
USD	2,602,519	AUD	2,940,000		11/14	CIT		35,092
USD	1,097,000	BRL	2,467,153		10/14	DUB		89,653
USD	530,000	BRL	1,198,330		10/14	GSC		40,718
USD	456,373	BRL	1,072,477		10/14	UBS		18,477
USD	94,821	CAD	105,000		10/14	GSC		1,106
USD	26,196,563	EUR	19,846,000		10/14	GSC		1,129,601
USD	25,078,713	EUR	19,604,000		11/14	UBS		311,850
USD	918,422	GBP	571,000		12/14	BRC		(6,667	)
USD	3,317,536	INR	203,696,690		10/14	CIT		30,647
USD	466,000	INR	28,694,882		10/14	JPM		2,974
USD	743,000	INR	46,118,010		01/15	UBS		14,517
USD	3,340,835	JPY	347,775,963		10/14	GSC		169,820
USD	669,292	JPY	72,885,950		10/14	UBS		4,729
USD	3,195,765	JPY	347,775,963		11/14	JPM		23,993
USD	1,690,000	MXN	22,417,850		12/14	CIT		29,931
USD	700,000	MXN	9,175,600		12/14	UBS		20,536
USD	456,347	MXN	6,029,947		02/15	RBC		11,337
USD	146,000	MYR	470,792		10/14	JPM		2,644
USD	1,382,766	MYR	4,475,676		10/14	UBS		19,923
USD	214,000	MYR	698,860		01/15	JPM		2,574
USD	549,426	NZD	657,000		10/14	HSB		36,646
USD	1,489,290	NZD	1,885,000		11/14	HSB		23,128
Total Forward Foreign Currency Contracts								$1,371,167

(f) Purchased options outstanding as of September 30, 2014 were as follows:

Interest Rate Swaptions

Description

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

Exercise Rate

Expiration Date

Counter- party

Notional Amount

Cost

Value

Put - 5-Year Interest Rate Swap

Receive

1.000%

11/10/14

GSC

EUR 2,400,000

$33,392

$3

Total Purchased Options

$33,392

$3

(g) Transactions in written options for the six-month period ended September 30, 2014 were as follows:

	Number of Contracts			Notional Amount in EUR			Notional Amount in $			Premium
Outstanding, March 31, 2014		24			4,200,000			33,535,000			$235,686
Call Options Written		120			1,300,000			5,010,000			88,649
Put Options Written		25			11,400,000			9,050,000			108,189
Call Options Closed		(119	)		—			—			(53,529	)
Put Options Closed		—			—			(22,750,000	)		(80,697	)
Call Options Expired		—			—			(6,450,000	)		(57,656	)
Put Options Expired		—			(6,300,000	)		(8,185,000	)		(108,663	)
Outstanding, September 30, 2014		50			10,600,000			10,210,000			$131,979

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-10

PACIFIC LIFE FUNDS

PL INFLATION MANAGED FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

(h) Premiums received and value of written options outstanding as of September 30, 2014 were as follows:

Credit Default Swaptions on Credit Indices – Sell Protection (1)

Description	Exercise Rate	Expiration Date		Counter- party	Notional Amount (2)		Premium		Value (3)
Put - CDX IG 22 5Y	0.850%		12/17/14	CIT		$700,000		$823		($916	)
Put - iTraxx Europe 21 5Y	0.850%		12/17/14	GSC		EUR 1,400,000		3,906		(1,887	)
Put - CDX IG 22 5Y	0.850%		12/17/14	JPM		$900,000		1,035		(1,178	)
Put - CDX IG 22 5Y	0.900%		12/17/14	CIT		700,000		1,330		(726	)
Put - CDX IG 22 5Y	0.900%		12/17/14	JPM		100,000		225		(104	)
Put - CDX IG 22 5Y	0.950%		12/17/14	CIT		300,000		611		(247	)
Put - iTraxx Europe 21 5Y	0.950%		12/17/14	GSC		EUR 1,500,000		3,019		(1,220	)
Put - CDX IG 22 5Y	0.950%		12/17/14	JPM		$400,000		705		(329	)
Put - iTraxx Europe 21 5Y	0.950%		12/17/14	JPM		EUR 300,000		528		(244	)
Put - CDX IG 22 5Y	1.000%		12/17/14	CIT		$100,000		197		(66	)
Put - CDX IG 22 5Y	0.900%		01/21/15	GSC		200,000		294		(323	)
								$12,673		($7,240	)

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

(2) 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 swaption agreement.

(3) The quoted market prices and resulting values for credit default swaption agreements on credit indices serve as an indicator of the current status of the payment/ performance risk and represent the likelihood of an expected liability (or profit) for the credit derivative had the notional amount of the swaption agreement been closed/sold as of period end. Increasing values, in absolute terms when compared to the notional amount of the swaption, 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.

Foreign Currency Options

Description	Exercise Price		Expiration Date		Counter- party		Notional Amount		Premium		Value
Call - INR versus USD		INR 65.00		03/10/15		JPM		$900,000		$10,552		($13,609	)
Call - BRL versus USD		BRL 2.68		07/01/15		DUB		510,000		12,153		(24,416	)
										$22,705		($38,025	)

Inflation Floor/Cap Options

Description	Initial Index		Floating Rate	Expiration Date		Counter- party	Notional Amount		Premium		Value
Floor - U.S. CPI Urban Consumers NSA		0.00	Maximum of [(1+0.00%)10 - Inflation Adjustment] or $0		04/07/20	CIT		$2,000,000		$17,720		($498	)
Floor - U.S. CPI Urban Consumers NSA		0.00	Maximum of [(1+0.00%)10 - Inflation Adjustment] or $0		09/29/20	CIT		300,000		3,870		(70	)
Cap - U.S. CPI Urban Consumers NSA		0.00	Maximum of [(1+0.00%)10 - Inflation Adjustment] or $0		04/22/24	JPM		1,900,000		13,822		(5,489	)
Cap - U.S. CPI Urban Consumers NSA		0.00	Maximum of [(1+0.00%)10 - Inflation Adjustment] or $0		05/16/24	JPM		200,000		1,390		(616	)
										$36,802		($6,673	)

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 - 5-Year Interest Rate Swap	Receive		3.200%		11/18/14	JPM		$1,000,000		$2,675		($1,109	)
	Based on 3-Month EUR-LIBOR
Call - 10-Year Interest Rate Swap	Receive		1.000%		12/15/14	GSC		EUR 1,300,000		2,523		(2,916	)
										5,198		(4,025	)
Put - 5-Year Interest Rate Swap	Pay		1.235%		11/10/14	GSC		4,800,000		33,392		—
Put - 10-Year Interest Rate Swap	Pay		1.500%		12/15/14	GSC		1,300,000		5,383		(2,117	)
										38,775		(2,117	)
										$43,973		($6,142	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-11

PACIFIC LIFE FUNDS

PL INFLATION MANAGED FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

Options on Futures

Description	Exercise Price		Expiration Date		Exchange		Number of Contracts		Premium		Value
Call - Euro-Bund 10-Year (11/14)		EUR 150.00		10/24/14		EUX		3		$696		($1,932	)
Call - Euro-Bund 10-Year (11/14)		150.50		10/24/14		EUX		22		5,660		(9,170	)
										6,356		(11,102	)
Put - Euro-Bund 10-Year (11/14)		146.00		10/24/14		EUX		3		1,020		(76	)
Put - Euro-Bund 10-Year (11/14)		146.50		10/24/14		EUX		22		8,450		(1,111	)
										9,470		(1,187	)
										$15,826		($12,289	)
Total Written Options										$131,979		($70,369	)

(i) Swap agreements outstanding as of September 30, 2014 were as follows:

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

Referenced Obligation	Fixed Deal Receive Rate	Expiration Date	Counter- party	Implied Credit Spread at 09/30/14 (2)	Notional Amount (3)	Value		Upfront Premiums Paid (Received)		Unrealized Appreciation (Depreciation)
Greek Government	1.000%	06/20/15	MSC	3.923%	EUR 100,000	($2,593	)	($4,702	)	$2,109
Greek Government	1.000%	12/20/16	GSC	4.926%	$100,000	(8,047	)	(7,501	)	(546	)
Italian Government	1.000%	03/20/19	DUB	0.931%	1,900,000	6,191		(33,172	)	39,363
Russian Government	1.000%	03/20/19	HSB	2.398%	100,000	(5,716	)	(8,422	)	2,706
Spain Government	1.000%	03/20/19	HSB	0.700%	200,000	2,644		(1,509	)	4,153
Brazilian Government	1.000%	03/20/19	MSC	1.548%	1,500,000	(34,432	)	(76,076	)	41,644
Spain Government	1.000%	03/20/19	MSC	0.700%	400,000	5,288		(2,456	)	7,744
Russian Government	1.000%	09/20/19	GSC	2.459%	100,000	(6,554	)	(5,502	)	(1,052	)
						($43,219	)	($139,340	)	$96,121

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

Referenced Obligation	Fixed Deal Receive Rate	Expiration Date	Exchange	Notional Amount (3)	Value (4)		Upfront Premiums Paid (Received)		Unrealized Appreciation
iTraxx Europe 21 5Y	1.000%	06/20/19	ICE	EUR 6,150,000	$133,744		$129,020		$4,724
iTraxx Europe 21 10Y	1.000%	06/20/24	ICE	1,400,000	(13,765	)	(34,551	)	20,786
					$119,979		$94,469		$25,510
					$76,760		($44,871	)	$121,631

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

(3) 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.

(4) 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 represent 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 period end. Increasing values, in absolute terms when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood of risk of default or other credit event occurring as defined under the terms of the agreement.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-12

PACIFIC LIFE FUNDS

PL INFLATION MANAGED FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

Interest Rate Swaps

Floating Rate Index	Counterparty	Pay/Receive Floating Rate	Fixed Rate		Expiration Date		Notional Amount		Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
BRL - CDI Compounded	JPM	Pay		7.900%		01/02/15		BRL 100,000		($1,055	)		($357	)		($698	)
BRL - CDI Compounded	UBS	Pay		10.410%		01/02/15		700,000		171			415			(244	)
US CPI Urban Consumers NSA	DUB	Receive		1.800%		01/17/16		$3,400,000		1,883			(220	)		2,103
BRL - CDI Compounded	UBS	Pay		8.150%		01/02/17		BRL 3,700,000		(121,442	)		—			(121,442	)
BRL - CDI Compounded	MSC	Pay		8.220%		01/02/17		4,700,000		(149,941	)		(249	)		(149,692	)
BRL - CDI Compounded	GSC	Pay		8.300%		01/02/17		3,000,000		(91,317	)		3,861			(95,178	)
BRL - CDI Compounded	BRC	Pay		10.910%		01/02/17		200,000		(806	)		243			(1,049	)
BRL - CDI Compounded	DUB	Pay		10.910%		01/02/17		2,300,000		(9,266	)		(1,301	)		(7,965	)
BRL - CDI Compounded	GSC	Pay		10.910%		01/02/17		3,700,000		(14,905	)		(517	)		(14,388	)
BRL - CDI Compounded	MSC	Pay		10.910%		01/02/17		200,000		(806	)		(93	)		(713	)
BRL - CDI Compounded	UBS	Pay		10.910%		01/02/17		3,500,000		(14,100	)		4,190			(18,290	)
US CPI Urban Consumers NSA	DUB	Receive		1.935%		01/20/17		$1,300,000		(2,435	)		—			(2,435	)
US CPI Urban Consumers NSA	GSC	Receive		2.415%		02/12/17		600,000		(16,978	)		—			(16,978	)
US CPI Urban Consumers NSA	CIT	Receive		2.250%		07/15/17		4,100,000		(115,311	)		984			(116,295	)
US CPI Urban Consumers NSA	DUB	Receive		2.250%		07/15/17		3,800,000		(106,873	)		3,520			(110,393	)
US CPI Urban Consumers NSA	RBS	Receive		2.250%		07/15/17		2,600,000		(73,124	)		(2,517	)		(70,607	)
US CPI Urban Consumers NSA	UBS	Receive		2.215%		01/17/19		800,000		(8,446	)		—			(8,446	)
BRL - CDI Compounded	DUB	Pay		11.160%		01/04/21		BRL 1,000,000		(10,856	)		165			(11,021	)
BRL - CDI Compounded	MSC	Pay		11.500%		01/04/21		1,100,000		(6,998	)		4,773			(11,771	)
BRL - CDI Compounded	UBS	Pay		11.500%		01/04/21		1,100,000		(6,998	)		2,236			(9,234	)
France CPI Excluding Tobacco	DUB	Receive		1.950%		07/25/23		EUR 300,000		22,697			2,951			19,746
France CPI Excluding Tobacco	MSC	Receive		1.950%		07/25/23		300,000		22,697			3,320			19,377
France CPI Excluding Tobacco	RBS	Receive		1.950%		07/25/23		100,000		7,566			1,019			6,547
France CPI Excluding Tobacco	CIT	Receive		2.108%		10/08/23		400,000		38,307			5,151			33,156
GBP Retail Price Index	JPM	Receive		3.528%		09/23/44		GBP 200,000		2			298			(296	)
										(658,334	)		27,872			(686,206	)
	Exchange
6-Month JPY LIBOR	CME	Receive		1.000%		09/18/23		JPY 330,000,000		(117,862	)		(25,260	)		(92,602	)
6-Month EUR LIBOR	CME	Receive		2.000%		01/29/24		EUR 1,600,000		(187,556	)		—			(187,556	)
6-Month EUR LIBOR	CME	Receive		1.250%		03/18/25		300,000		(230	)		2,598			(2,828	)
3-Month USD LIBOR	CME	Receive		2.750%		06/19/43		$3,900,000		314,664			714,754			(400,090	)
3-Month USD LIBOR	CME	Receive		3.500%		12/18/43		300,000		(20,881	)		10,930			(31,811	)
3-Month USD LIBOR	CME	Receive		3.500%		12/17/44		1,800,000		(96,344	)		(72,710	)		(23,634	)
6-Month EUR LIBOR	CME	Receive		2.000%		03/18/45		EUR 1,400,000		(18,084	)		1,550			(19,634	)
										(126,293	)		631,862			(758,155	)
										($784,627	)		$659,734			($1,444,361	)
Total Swap Agreements										($707,867	)		$614,863			($1,322,730	)

(j) As of September 30, 2014, investments with a total aggregate value of $1,201,667 were fully or partially segregated with the broker(s)/custodian as collateral for open futures contracts, forward foreign currency contracts, option contracts and swap agreements.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-13

PACIFIC LIFE FUNDS

PL INFLATION MANAGED FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

(k) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes	$1,279,960		$—		$1,279,960		$—
	Mortgage-Backed Securities	3,106,400		—		3,106,400		—
	Asset-Backed Securities	2,821,995		—		2,821,995		—
	U.S. Treasury Obligations	138,737,719		—		138,737,719		—
	Foreign Government Bonds & Notes	20,286,231		—		20,286,231		—
	Short-Term Investments	10,620,158		550,162		10,069,996		—
	Derivatives:
	Credit Contracts
	Swaps	147,867		—		147,867		—
	Foreign Currency Contracts
	Forward Foreign Currency Contracts	2,176,233		—		2,176,233		—
	Interest Rate Contracts
	Purchased Options	3		—		3		—
	Swaps	407,987		—		407,987		—
	Total Interest Rate Contracts	407,990		—		407,990		—
	Total Assets - Derivatives	2,732,090		—		2,732,090		—
	Total Assets	179,584,553		550,162		179,034,391		—
Liabilities	Derivatives:
	Credit Contracts
	Written Options	(7,240	)	—		(7,240	)	—
	Swaps	(71,107	)	—		(71,107	)	—
	Total Credit Contracts	(78,347	)	—		(78,347	)	—
	Foreign Currency Contracts
	Written Options	(38,025	)	—		(38,025	)
	Forward Foreign Currency Contracts	(805,066	)	—		(805,066	)	—
	Total Foreign Currency Contracts	(843,091	)	—		(843,091	)	—
	Interest Rate Contracts
	Futures	(65,445	)	(65,445	)	—		—
	Written Options	(25,104	)	(12,289	)	(12,815	)	—
	Swaps	(1,192,614	)	—		(1,192,614	)	—
	Total Interest Rate Contracts	(1,283,163	)	(77,734	)	(1,205,429	)	—
	Total Liabilities - Derivatives	(2,204,601	)	(77,734	)	(2,126,867	)	—
	Total Liabilities	(2,204,601	)	(77,734	)	(2,126,867	)	—
	Total	$177,379,952		$472,428		$176,907,524		$—

Certain of the fund’s liabilities are held at carrying amount, which approximates fair value for financial statement purposes. As of September 30, 2014 such liabilities are categorized within the three-tier hierarchy of inputs as follows:

		Total Value at September 30, 2014			Level 1 Quoted Price		Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Liabilities	Sale-Buyback Financing Transactions		($52,021,098	)		$—		($52,021,098	)		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-14

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Principal Amount		Value
CORPORATE BONDS & NOTES - 26.2%
Consumer Discretionary - 1.9%
21st Century Fox America Inc 6.200% due 12/15/34		$100,000		$121,804
CCO Holdings LLC 8.125% due 04/30/20		300,000		317,625
Comcast Cable Communications Holdings Inc 9.455% due 11/15/22		200,000		287,738
Comcast Corp
5.150% due 03/01/20		900,000		1,021,549
6.550% due 07/01/39		270,000		354,065
DISH DBS Corp
5.000% due 03/15/23		90,000		86,569
6.750% due 06/01/21		300,000		323,249
Ford Motor Co 4.750% due 01/15/43		440,000		442,076
General Motors Co 6.250% due 10/02/43		50,000		58,751
MGM Resorts International 6.625% due 07/15/15		3,371,000		3,472,130
Motors Liquidation Co-Escrow Receipts 8.375% due 07/05/33 W +		EUR 200,000		—
New Red Finance Inc 6.000% due 04/01/22 ~		$180,000		179,774
Numericable Group SA (France) 6.000% due 05/15/22 ~		200,000		201,750
Taylor Morrison Communities Inc 5.250% due 04/15/21 ~		300,000		294,000
Time Warner Cable Inc
4.125% due 02/15/21		100,000		106,418
5.875% due 11/15/40		200,000		236,166
6.550% due 05/01/37		190,000		240,463
8.250% due 04/01/19		500,000		621,793
Time Warner Entertainment Co LP 8.375% due 07/15/33		100,000		148,124
Time Warner Inc
3.150% due 07/15/15		1,860,000		1,897,194
7.700% due 05/01/32		800,000		1,099,172
Viacom Inc
1.250% due 02/27/15		800,000		802,738
4.250% due 09/01/23		230,000		237,422
Virgin Media Secured Finance PLC (United Kingdom) 5.375% due 04/15/21 ~		300,000		303,750
				12,854,320
Consumer Staples - 1.5%
Altria Group Inc
2.850% due 08/09/22		800,000		767,794
5.375% due 01/31/44		200,000		213,899
9.250% due 08/06/19		320,000		417,087
9.950% due 11/10/38		100,000		165,847
10.200% due 02/06/39		20,000		33,801
Anheuser-Busch InBev Worldwide Inc
2.500% due 07/15/22		640,000		605,972
5.375% due 01/15/20		540,000		610,070
Constellation Brands Inc 8.375% due 12/15/14		1,100,000		1,114,575
CVS Health Corp 2.750% due 12/01/22		1,000,000		956,115
Diageo Investment Corp 2.875% due 05/11/22		430,000		422,359
H.J. Heinz Co 4.250% due 10/15/20		300,000		298,875
Kraft Foods Group Inc 3.500% due 06/06/22		450,000		456,375
Lorillard Tobacco Co
3.750% due 05/20/23		260,000		256,235
8.125% due 06/23/19		120,000		146,974

	Principal Amount		Value
Mondelez International Inc 4.000% due 02/01/24		$370,000		$379,951
Pernod-Ricard SA (France)
4.450% due 01/15/22 ~		500,000		529,321
5.500% due 01/15/42 ~		150,000		166,131
Philip Morris International Inc
2.500% due 08/22/22		310,000		296,668
4.500% due 03/20/42		310,000		312,479
Reynolds American Inc
3.250% due 11/01/22		160,000		154,692
6.150% due 09/15/43		30,000		34,442
6.750% due 06/15/17		200,000		225,879
Reynolds Group Issuer Inc 5.750% due 10/15/20		500,000		511,250
Tyson Foods Inc 5.150% due 08/15/44		60,000		62,347
Wal-Mart Stores Inc 5.250% due 09/01/35		100,000		115,900
Wm Wrigley Jr Co 3.375% due 10/21/20 ~		400,000		406,619
				9,661,657
Energy - 2.4%
Access Midstream Partners LP 4.875% due 03/15/24		300,000		307,875
Anadarko Petroleum Corp
4.500% due 07/15/44		200,000		193,478
8.700% due 03/15/19		420,000		528,851
California Resources Corp 6.000% due 11/15/24 ~		210,000		216,300
Chesapeake Energy Corp 6.125% due 02/15/21		300,000		327,750
CNPC General Capital Ltd 1.133% due 05/14/17 § ~		1,800,000		1,805,301
Colorado Interstate Gas Co LLC 6.800% due 11/15/15		200,000		212,990
Concho Resources Inc 5.500% due 04/01/23		300,000		313,500
ConocoPhillips 6.500% due 02/01/39		100,000		131,360
Continental Resources Inc 3.800% due 06/01/24		200,000		196,352
Devon Energy Corp
3.250% due 05/15/22		220,000		218,831
7.950% due 04/15/32		270,000		382,780
Ecopetrol SA (Colombia) 5.875% due 05/28/45		300,000		305,460
Key Energy Services Inc 6.750% due 03/01/21		450,000		435,375
Kinder Morgan Energy Partners LP 6.850% due 02/15/20		210,000		246,629
Kinder Morgan Inc 5.000% due 02/15/21 ~		400,000		419,000
Markwest Energy Partners LP 5.500% due 02/15/23		250,000		256,875
Noble Energy Inc
5.250% due 11/15/43		150,000		158,833
8.250% due 03/01/19		320,000		396,115
Penn Virginia Resource Partners LP 8.375% due 06/01/20		220,000		240,900
Petrobras Global Finance BV (Netherlands) 6.250% due 03/17/24		650,000		681,070
Petrobras International Finance Co (Luxembourg)
5.375% due 01/27/21		1,600,000		1,623,840
5.875% due 03/01/18		400,000		432,800
Petroleos Mexicanos (Mexico)
6.375% due 01/23/45 ~		500,000		566,650
8.000% due 05/03/19		750,000		914,625

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-15

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
QEP Resources Inc
5.250% due 05/01/23		$200,000		$195,000
6.875% due 03/01/21		200,000		218,000
Regency Energy Partners LP 5.875% due 03/01/22		300,000		314,250
Rockies Express Pipeline LLC 3.900% due 04/15/15 ~		1,000,000		1,000,000
Sabine Pass Liquefaction LLC 5.625% due 02/01/21		140,000		144,550
Samson Investment Co 9.750% due 02/15/20		280,000		255,500
Shell International Finance BV (Netherlands) 4.375% due 03/25/20		390,000		430,770
Sinopec Group Overseas Development Ltd (United Kingdom)
2.750% due 05/17/17 ~		250,000		256,524
4.375% due 04/10/24 ~		550,000		566,067
The Williams Cos Inc 7.500% due 01/15/31		450,000		523,119
Woodside Finance Ltd (Australia) 4.500% due 11/10/14 ~		100,000		100,416
				15,517,736
Financials - 13.9%
AerCap Ireland Capital Ltd (Ireland) 3.750% due 05/15/19 ~		400,000		388,500
Ally Financial Inc
2.750% due 01/30/17		1,000,000		982,500
4.625% due 06/26/15		300,000		304,920
8.300% due 02/12/15		600,000		613,500
American International Group Inc
5.450% due 05/18/17		100,000		110,275
6.250% due 03/15/87		1,000,000		1,126,937
8.250% due 08/15/18		530,000		648,031
Banco Santander Brasil SA (Brazil) 4.250% due 01/14/16 ~		300,000		311,259
Banco Santander Chile (Chile) 1.834% due 01/19/16 § ~		1,000,000		1,012,500
Bank of America Corp
2.600% due 01/15/19		660,000		659,243
4.000% due 04/01/24		1,500,000		1,517,849
4.200% due 08/26/24		390,000		386,585
4.500% due 04/01/15		5,100,000		5,199,787
4.875% due 04/01/44		1,000,000		1,040,981
5.000% due 05/13/21		600,000		659,965
5.700% due 05/02/17		150,000		164,580
5.750% due 12/01/17		750,000		835,202
6.250% § ±		480,000		479,400
Bank of Montreal (Canada) 2.850% due 06/09/15 ~		100,000		101,716
BBVA Bancomer SA (Mexico) 6.500% due 03/10/21 ~		3,800,000		4,161,000
BNP Paribas SA (France) 2.375% due 09/14/17		250,000		254,641
BPCE SA (France) 5.150% due 07/21/24 ~		200,000		206,555
Caterpillar Financial Services Corp 5.450% due 04/15/18		220,000		247,546
CIT Group Inc 5.000% due 08/01/23		400,000		398,000
Citigroup Inc
2.250% due 08/07/15		700,000		707,624
3.500% due 05/15/23		270,000		259,201
4.587% due 12/15/15		2,300,000		2,403,176
4.700% due 05/29/15		500,000		513,704
5.500% due 10/15/14		1,200,000		1,202,239
5.500% due 09/13/25		300,000		327,889
5.950% § ±		300,000		300,281
6.125% due 11/21/17		1,100,000		1,241,909
6.675% due 09/13/43		130,000		159,901
8.500% due 05/22/19		100,000		125,145

	Principal Amount		Value
Commonwealth Bank of Australia (Australia) 5.000% due 10/15/19 ~		$100,000		$111,764
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA (Netherlands)
4.625% due 12/01/23		440,000		456,819
5.750% due 12/01/43		250,000		284,940
11.000% § ± ~		370,000		490,250
Credit Agricole SA (France) 8.375% § ± ~		710,000		820,405
Credit Suisse NY (Switzerland)
0.465% due 03/17/15 §		400,000		400,005
0.643% due 12/07/15 §		2,100,000		2,102,111
Daimler Finance North America LLC
1.300% due 07/31/15 ~		2,400,000		2,415,353
1.650% due 04/10/15 ~		900,000		905,360
2.300% due 01/09/15 ~		900,000		904,686
First Data Corp
11.750% due 08/15/21		300,000		348,750
12.625% due 01/15/21		300,000		360,000
Ford Motor Credit Co LLC
3.875% due 01/15/15		2,592,000		2,617,065
3.984% due 06/15/16		100,000		104,774
4.207% due 04/15/16		400,000		418,458
5.750% due 02/01/21		720,000		819,116
7.000% due 04/15/15		2,900,000		3,000,160
8.700% due 10/01/14		200,000		200,000
General Electric Capital Corp
3.150% due 09/07/22		570,000		568,834
6.000% due 08/07/19		460,000		537,174
6.875% due 01/10/39		450,000		606,874
General Motors Financial Co Inc 4.375% due 09/25/21		330,000		337,838
HBOS PLC (United Kingdom) 0.933% § ~ ±		8,100,000		8,099,287
HSBC Bank USA NA 7.000% due 01/15/39		300,000		410,121
HSBC Holdings PLC (United Kingdom)
4.250% due 03/14/24		300,000		304,921
6.375% due 12/29/49 §		300,000		300,000
ICICI Bank Ltd (India)
4.750% due 11/25/16 ~		1,700,000		1,792,307
5.500% due 03/25/15 ~		600,000		612,763
ING Bank NV (Netherlands) 5.800% due 09/25/23 ~		450,000		496,686
Intesa Sanpaolo SPA (Italy) 5.017% due 06/26/24 ~		780,000		759,326
JPMorgan Chase & Co
3.375% due 05/01/23		290,000		278,182
3.625% due 05/13/24		1,060,000		1,059,614
3.700% due 01/20/15		300,000		302,988
4.500% due 01/24/22		410,000		440,071
JPMorgan Chase Bank NA 6.000% due 10/01/17		780,000		872,755
M&T Bank Corp 6.875% § ±		800,000		818,655
MetLife Inc 4.750% due 02/08/21		230,000		254,509
Morgan Stanley 5.450% due 01/09/17		600,000		652,101
Navient Corp
6.250% due 01/25/16		100,000		104,050
8.000% due 03/25/20		330,000		370,838
Nordea Bank AB (Sweden) 4.875% due 05/13/21 ~		600,000		645,320
Royal Bank of Scotland Group PLC (United Kingdom)
2.550% due 09/18/15		5,200,000		5,278,312
5.000% due 10/01/14		2,400,000		2,400,000
5.125% due 05/28/24		1,210,000		1,191,458
Royal Bank of Scotland NV (Netherlands) 4.650% due 06/04/18		230,000		238,238

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-16

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
Sberbank of Russia Via SB Capital SA (Luxembourg) 5.499% due 07/07/15 ~		$2,100,000		$2,143,701
Standard Chartered PLC (United Kingdom) 5.700% due 03/26/44 ~		860,000		911,788
State Bank of India (India) 4.500% due 07/27/15 ~		1,000,000		1,026,768
Sumitomo Mitsui Banking Corp (Japan) 0.609% due 05/02/17 §		5,800,000		5,800,719
Teachers Insurance & Annuity Association of America 6.850% due 12/16/39 ~		200,000		258,532
Temasek Financial I Ltd (Singapore) 2.375% due 01/23/23 ~		350,000		336,975
The Goldman Sachs Group Inc
3.850% due 07/08/24		340,000		338,638
5.950% due 01/15/27		320,000		362,450
6.000% due 06/15/20		620,000		713,319
6.250% due 02/01/41		760,000		923,774
6.750% due 10/01/37		260,000		309,800
WEA Finance LLC 3.750% due 09/17/24 ~		360,000		359,871
Wells Fargo & Co
3.450% due 02/13/23		210,000		206,631
4.600% due 04/01/21		1,320,000		1,448,754
5.606% due 01/15/44		430,000		485,700
				91,173,199
Health Care - 0.6%
Amgen Inc 3.625% due 05/22/24		150,000		149,160
Celgene Corp 3.625% due 05/15/24		100,000		99,162
DaVita Healthcare Partners Inc 5.125% due 07/15/24		330,000		324,844
Fresenius Medical Care U.S. Finance II Inc 5.625% due 07/31/19 ~		500,000		528,850
Gilead Sciences Inc 3.700% due 04/01/24		340,000		346,981
GlaxoSmithKline Capital Inc 6.375% due 05/15/38		250,000		322,964
GlaxoSmithKline Capital PLC (United Kingdom) 2.850% due 05/08/22		350,000		343,782
HCA Inc
6.500% due 02/15/20		130,000		142,188
7.500% due 02/15/22		350,000		394,625
Humana Inc
3.150% due 12/01/22		80,000		78,252
4.625% due 12/01/42		110,000		108,136
Pfizer Inc 7.200% due 03/15/39		200,000		283,386
Roche Holdings Inc 6.000% due 03/01/19 ~		130,000		150,835
UnitedHealth Group Inc
3.875% due 10/15/20		200,000		214,483
6.875% due 02/15/38		150,000		206,048
Wellpoint Inc 3.125% due 05/15/22		400,000		395,864
Zoetis Inc 3.250% due 02/01/23		100,000		97,998
				4,187,558
Industrials - 0.5%
CSC Holdings LLC 6.750% due 11/15/21		520,000		555,854
Delta Air Lines Pass-Through Trust ‘A’ 6.821% due 02/10/24		364,843		425,042
Eaton Corp
1.500% due 11/02/17		120,000		119,583
2.750% due 11/02/22		740,000		716,999
4.150% due 11/02/42		200,000		191,382

	Principal Amount		Value
Florida East Coast Holdings Corp 6.750% due 05/01/19 ~		$230,000		$235,750
General Electric Co 4.500% due 03/11/44		110,000		114,702
International Lease Finance Corp 5.750% due 05/15/16		100,000		104,688
Raytheon Co 3.125% due 10/15/20		160,000		164,376
United Airlines Pass-Through Trust 9.750% due 07/15/18		53,962		60,880
United Technologies Corp
4.500% due 04/15/20		210,000		232,058
4.500% due 06/01/42		180,000		189,104
Waste Management Inc 3.500% due 05/15/24		150,000		149,884
West Corp 5.375% due 07/15/22 ~		200,000		185,000
				3,445,302
Information Technology - 0.1%
Activision Blizzard Inc 5.625% due 09/15/21 ~		200,000		208,500
Apple Inc 2.850% due 05/06/21		300,000		301,172
				509,672
Materials - 1.3%
Ardagh Packaging Finance PLC (Ireland) 3.234% due 12/15/19 § ~		300,000		291,375
Barrick Gold Corp (Canada)
4.100% due 05/01/23		650,000		625,856
6.950% due 04/01/19		240,000		279,057
BHP Billiton Finance USA Ltd (Australia)
3.250% due 11/21/21		750,000		766,829
5.000% due 09/30/43		230,000		253,319
Celulosa Arauco y Constitucion SA (Chile) 4.500% due 08/01/24 ~		260,000		254,476
CSN Islands XI Corp (Cayman) 6.875% due 09/21/19 ~		700,000		740,250
Ecolab Inc 4.350% due 12/08/21		100,000		108,530
FMG Resources Property Ltd (Australia)
6.875% due 04/01/22 ~		270,000		275,738
8.250% due 11/01/19 ~		200,000		207,500
Gerdau Holdings Inc 7.000% due 01/20/20 ~		300,000		339,000
GTL Trade Finance Inc (United Kingdom) 7.250% due 10/20/17 ~		600,000		678,000
Hexion U.S. Finance Corp 6.625% due 04/15/20		300,000		303,000
Potash Corp of Saskatchewan Inc (Canada) 4.875% due 03/30/20		100,000		111,405
Rio Tinto Finance USA Ltd (Australia) 3.750% due 09/20/21		340,000		353,329
Southern Copper Corp 6.750% due 04/16/40		600,000		673,008
Steel Dynamics Inc 7.625% due 03/15/20		300,000		316,500
Vale Overseas Ltd (Cayman)
4.375% due 01/11/22		1,200,000		1,214,796
6.875% due 11/21/36		500,000		566,250
Vedanta Resources PLC (United Kingdom) 9.500% due 07/18/18		100,000		115,000
				8,473,218
Telecommunication Services - 3.4%
America Movil Sab de CV (Mexico) 5.000% due 03/30/20		400,000		439,724
AT&T Inc
3.900% due 03/11/24		400,000		407,943
4.350% due 06/15/45		230,000		212,266
5.500% due 02/01/18		350,000		391,783

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-17

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
BellSouth Corp 4.182% due 04/26/21 ~		$5,300,000		$5,409,477
Deutsche Telekom International Finance BV (Netherlands) 6.750% due 08/20/18		500,000		584,382
Intelsat Jackson Holdings SA (Luxembourg)
5.500% due 08/01/23		300,000		287,625
7.500% due 04/01/21		270,000		289,238
SBA Tower Trust 4.254% due 04/15/40 ~		2,700,000		2,750,796
Sprint Capital Corp 8.750% due 03/15/32		300,000		328,875
Sprint Corp 7.875% due 09/15/23 ~		350,000		372,750
Telecom Italia Capital SA (Luxembourg) 5.250% due 10/01/15		2,000,000		2,062,500
Telefonica Emisiones SAU (Spain) 5.134% due 04/27/20		200,000		220,153
Verizon Communications Inc
2.500% due 09/15/16		4,100,000		4,208,687
4.150% due 03/15/24		1,500,000		1,549,259
6.400% due 09/15/33		900,000		1,097,040
6.550% due 09/15/43		1,190,000		1,488,935
Windstream Corp 7.500% due 04/01/23		500,000		515,000
				22,616,433
Utilities - 0.6%
AES Corp 8.000% due 06/01/20		250,000		288,125
Berkshire Hathaway Energy Co 6.500% due 09/15/37		300,000		389,190
Dominion Resources Inc 5.200% due 08/15/19		114,000		129,021
Entergy Corp 3.625% due 09/15/15		500,000		512,216
FirstEnergy Corp
4.250% due 03/15/23		500,000		497,563
7.375% due 11/15/31		1,100,000		1,303,756
Pacific Gas & Electric Co 6.050% due 03/01/34		510,000		631,331
Virginia Electric and Power Co 6.350% due 11/30/37		160,000		213,225
				3,964,427
Total Corporate Bonds & Notes (Cost $171,638,494)				172,403,522
SENIOR LOAN NOTES - 0.3%
Consumer Discretionary - 0.1%
Chrysler Group LLC Tranche B
3.500% due 05/24/17 §		198,454		197,244
due 05/24/17 µ		600,000		596,344
				793,588
Health Care - 0.2%
HCA Inc Tranche B-5 due 03/31/17 µ		300,000		298,375
Biomet Inc Term B 3.663% due 07/25/17 §		800,000		795,875
				1,094,250
Total Senior Loan Notes (Cost $1,898,197)				1,887,838

	Principal Amount		Value
MORTGAGE-BACKED SECURITIES - 39.1%
Collateralized Mortgage Obligations - Commercial - 1.1%
Bear Stearns Commercial Mortgage Securities Trust 5.700% due 06/11/50 "		$200,000		$219,929
Credit Suisse Commercial Mortgage Trust 5.467% due 09/15/39 "		777,818		828,757
CSMC Trust
3.953% due 09/15/37 " ~		850,000		881,197
4.373% due 09/15/37 " ~		370,000		335,460
GS Mortgage Securities Trust 4.772% due 08/10/46 " § ~		1,540,000		1,477,277
JPMBB Commercial Mortgage Securities Trust 4.461% due 09/15/47 " §		360,000		363,505
LB-UBS Commercial Mortgage Trust 5.866% due 09/15/45 " §		451,694		500,378
Morgan Stanley Capital I Trust 5.731% due 07/12/44 " §		1,425,712		1,513,793
Silenus European Loan Conduit Ltd (Ireland) 0.348% due 05/15/19 " §		EUR 15,529		19,399
Wachovia Bank Commercial Mortgage Trust 5.342% due 12/15/43 "		$600,000		647,354
Wells Fargo Commercial Mortgage Trust 4.438% due 07/15/46 " §		290,000		308,081
				7,095,130
Collateralized Mortgage Obligations - Residential - 4.6%
Alternative Loan Trust
0.344% due 03/20/47 " §		2,726,422		2,185,835
2.562% due 06/25/37 " §		345,873		289,496
Arran Residential Mortgages Funding PLC (United Kingdom) 1.598% due 05/16/47 " § ~		EUR 575,115		733,995
Banc of America Funding 1.829% due 09/26/45 " § ~		$2,760,000		1,472,368
Banc of America Funding Ltd 0.417% due 10/03/39 " § ~		1,675,943		1,661,530
Banc of America Funding Trust 2.631% due 05/25/35 " §		73,023		75,150
Banc of America Mortgage Trust 2.623% due 07/25/33 " §		43,394		43,855
BCAP LLC Trust 5.050% due 03/26/37 " § ~		83,458		82,473
Bear Stearns Adjustable Rate Mortgage Trust
2.250% due 08/25/35 " §		33,766		34,346
2.430% due 10/25/35 " §		259,768		258,231
2.441% due 08/25/33 " §		93,978		96,317
2.528% due 03/25/35 " §		57,977		58,778
2.656% due 01/25/35 " §		1,076,326		1,068,864
Bear Stearns Alt-A Trust
2.555% due 05/25/35 " §		48,641		47,796
2.583% due 11/25/36 " §		86,422		60,036
2.617% due 09/25/35 " §		59,754		52,351
Chase Mortgage Finance Trust 5.649% due 09/25/36 " §		191,610		175,795
Chevy Chase Funding LLC 0.405% due 08/25/35 " § ~		51,017		47,013
Citigroup Mortgage Loan Trust 8.455% due 06/27/37 " § ~		2,000,000		2,067,150
Citigroup Mortgage Loan Trust Inc
2.280% due 09/25/35 " §		40,813		41,105
2.510% due 10/25/35 " §		78,240		78,325
Countrywide Home Loan Mortgage Pass-Through Trust 0.475% due 03/25/35 " §		25,217		24,243
Credit Suisse First Boston Mortgage Securities Corp
0.798% due 03/25/32 " § ~		27,277		25,863
6.000% due 11/25/35 " W		99,632		84,349

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-18

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
Downey Saving & Loan Association Mortgage Loan Trust 0.333% due 04/19/47 " § W		$246,204		$65,431
Fannie Mae
0.355% due 10/27/37 " §		3,400,000		3,393,470
0.465% due 04/25/37 " §		75,026		75,231
0.605% due 09/25/35 " §		187,523		188,956
1.625% due 11/25/23 " §		132,280		137,105
Fannie Mae Connecticut Avenue Securities 3.055% due 07/25/24 " §		1,500,000		1,411,988
Freddie Mac
1.318% due 10/25/44 " §		36,573		37,892
1.518% due 07/25/44 " §		189,938		196,894
8.000% due 04/15/30 "		164,783		192,348
Freddie Mac Structured Agency Credit Risk Debt Notes
4.157% due 08/25/24 " §		540,000		539,683
4.257% due 08/25/24 " §		760,000		768,605
Granite Master Issuer PLC (United Kingdom)
0.227% due 12/20/54 " § ~		EUR 335,419		422,594
0.287% due 12/20/54 " § ~		539,550		680,256
0.414% due 12/20/54 " §		$268,100		267,483
Granite Mortgages PLC (United Kingdom)
0.581% due 01/20/44 " § ~		EUR 15,579		19,660
0.934% due 09/20/44 " § ~		GBP 83,764		135,617
0.936% due 01/20/44 " § ~		15,766		25,536
HarborView Mortgage Loan Trust
0.323% due 12/19/36 " § W		$484,254		334,913
0.343% due 01/19/38 " §		159,846		137,640
0.373% due 05/19/35 " §		30,586		26,377
JPMorgan Mortgage Trust
2.646% due 02/25/35 " §		13,899		13,820
5.235% due 07/25/35 " §		153,875		156,261
5.750% due 01/25/36 " W		34,011		31,863
Mellon Residential Funding Corp Mortgage Pass-Through Trust 0.635% due 06/15/30 " §		6,378		6,268
Merrill Lynch Mortgage Investors Trust
0.365% due 02/25/36 " §		39,182		36,338
2.173% due 11/25/35 " §		2,485,825		2,475,737
Morgan Stanley Mortgage Loan Trust 5.500% due 08/25/35 "		54,931		55,726
Nomura Resecuritization 13.416% due 06/25/35 "		2,000,000		2,038,720
Prime Mortgage Trust 5.500% due 05/25/35 "		2,230,042		2,246,594
Reperforming Loan REMIC Trust 0.495% due 06/25/35 " § ~		84,172		75,959
Residential Accredit Loans Inc Trust
0.335% due 06/25/46 " §		83,343		38,364
6.000% due 06/25/36 " W		198,364		161,653
Residential Asset Securitization Trust 0.555% due 05/25/33 " §		3,611		3,594
Structured Asset Mortgage Investments II Trust 0.375% due 05/25/36 " §		186,032		140,211
Structured Asset Securities Corp Mortgage Pass-Through Certificates
2.397% due 08/25/32 " §		36,638		36,347
2.604% due 10/28/35 " § ~		33,672		32,035
Washington Mutual Mortgage Pass-Thru Certificates Trust
0.465% due 01/25/45 " §		21,313		20,498
0.475% due 01/25/45 " §		21,651		20,989
1.515% due 08/25/42 " §		3,404		3,304
1.926% due 02/27/34 " §		5,563		5,524
2.168% due 09/25/46 " §		79,117		74,592
4.579% due 02/25/37 " § W		386,156		358,144

	Principal Amount		Value
Wells Fargo Mortgage-Backed Securities Trust
2.610% due 04/25/36 " § W		$56,915		$55,987
2.612% due 12/25/34 " §		65,484		66,527
2.615% due 03/25/36 " § W		496,238		481,924
2.615% due 04/25/35 " §		1,866,675		1,947,907
				30,407,829
Fannie Mae - 30.1%
1.318% due 10/01/44 " §		30,003		30,730
2.168% due 09/01/35 " §		152,275		162,117
2.310% due 08/01/22 "		500,000		488,866
2.362% due 12/01/35 " §		21,355		22,542
2.467% due 11/01/32 " §		114,643		120,838
2.485% due 11/01/34 " §		102,531		110,213
2.500% due 10/01/29 "		2,000,000		2,011,406
3.000% due 09/01/21-10/01/29 "		25,493,275		26,324,050
3.500% due 10/01/29-10/01/44 "		49,000,000		51,125,640
4.000% due 08/01/18-10/01/44 "		34,040,216		35,934,300
4.381% due 12/01/36 " §		11,413		12,150
4.500% due 07/01/18-11/13/44 "		34,713,320		37,384,799
5.000% due 02/01/25-11/13/44 "		24,779,301		27,338,516
5.500% due 12/01/20-10/14/44 "		8,648,146		9,636,162
6.000% due 09/01/22-05/01/41 "		6,410,361		7,259,074
6.500% due 03/01/17 "		11,303		11,848
				197,973,251
Freddie Mac - 0.4%
1.983% due 09/01/35 " §		20,293		21,232
2.221% due 06/01/35 " §		162,776		173,109
2.375% due 11/01/31-04/01/32 " §		23,058		24,380
2.498% due 09/01/35 " §		94,105		101,148
5.500% due 03/01/23-05/01/40 "		1,941,735		2,162,493
6.000% due 12/01/22-03/01/23 "		52,797		59,492
				2,541,854
Government National Mortgage Association - 2.9%
3.500% due 10/01/44 "		8,000,000		8,268,125
4.000% due 10/01/44 "		8,000,000		8,479,375
5.000% due 10/15/38-04/15/39 "		2,001,523		2,209,628
				18,957,128
Total Mortgage-Backed Securities (Cost $255,821,385)				256,975,192
ASSET-BACKED SECURITIES - 7.8%
Ally Auto Receivables Trust 0.480% due 02/15/17 "		4,900,000		4,901,847
Argent Securities Inc 0.975% due 02/25/34 " §		1,145,639		1,067,222
Asset Backed Funding Certificates Trust 0.855% due 06/25/34 " §		92,797		87,393
Basic Asset Backed Securities Trust 0.465% due 04/25/36 " §		2,000,000		1,746,826
Bear Stearns Asset Backed Securities I Trust 0.355% due 12/25/36 " §		423,343		399,102
Bear Stearns Asset Backed Securities Trust 2.971% due 10/25/36 " §		119,451		117,436
CIT Mortgage Loan Trust 1.405% due 10/25/37 " § ~		1,273,462		1,273,860
Citibank Omni Master Trust 4.900% due 11/15/18 " ~		4,800,000		4,827,334
Citigroup Mortgage Loan Trust 0.605% due 11/25/45 " § ~		3,700,000		3,317,202
Countrywide Asset-Backed Certificates
0.255% due 08/25/37 " §		1,370,789		1,361,056
0.495% due 04/25/36 " §		2,450,000		2,247,929
0.505% due 05/25/46 " § ~		1,971,792		1,889,044
FFMLT Trust 0.645% due 09/25/35 " §		5,200,000		4,875,463

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-19

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
Halcyon Structured Asset Management Ltd CLO (Cayman) 0.462% due 08/07/21 " § ~		$760,182		$757,135
Hillmark Funding Ltd (Cayman) 0.484% due 05/21/21 " § ~		908,677		896,592
HSBC Home Equity Loan Trust 0.304% due 03/20/36 " §		276,078		274,552
Long Beach Mortgage Loan Trust 0.715% due 10/25/34 " §		18,554		17,009
Mastr Asset Backed Securities Trust 0.455% due 01/25/36 " §		6,200,000		5,831,869
Park Place Securities Inc 0.415% due 09/25/35 " §		87,758		87,352
Santander Drive Auto Receivables Trust 0.435% due 08/15/17 " §		5,300,000		5,300,660
Securitized Asset-Backed Receivables LLC Trust 0.285% due 05/25/37 " § W		114,047		82,842
SMB Private Education Loan Trust
1.304% due 05/15/26 " § ~		2,000,000		1,999,977
1.654% due 04/15/32 " § ~		550,000		549,995
3.050% due 05/15/26 " ~		2,200,000		2,206,351
4.000% due 09/15/42 " ~		400,000		376,663
Structured Asset Investment Loan Trust 0.645% due 08/25/35 " §		1,200,000		1,137,522
Toyota Auto Receivables Owner Trust 0.400% due 12/15/16 "		3,100,000		3,097,111
Wood Street BV CLO (Netherlands) 0.657% due 11/22/21 " § ~		EUR 232,244		291,788
Total Asset-Backed Securities (Cost $49,585,911)				51,019,132
U.S. GOVERNMENT AGENCY ISSUES - 0.4%
Fannie Mae
1.125% due 04/27/17 ‡		$182,000		182,968
5.000% due 05/11/17 ‡		169,000		186,633
Freddie Mac
1.000% due 03/08/17 ‡		2,635,000		2,642,836
Total U.S. Government Agency Issues (Cost $2,999,119)				3,012,437
U.S. TREASURY OBLIGATIONS - 3.0%
U.S. Treasury Inflation Protected Securities - 0.3%
0.125% due 07/15/24 ^		662,244		636,582
0.625% due 01/15/24 ^		1,133,421		1,140,416
				1,776,998
U.S. Treasury Notes - 1.6%
1.625% due 07/31/19		2,240,000		2,226,788
2.125% due 09/30/21		2,220,000		2,206,644
2.375% due 08/15/24		1,840,000		1,819,444
3.125% due 08/15/44		4,380,000		4,310,880
				10,563,756
U.S. Treasury Strips - 1.1%
3.240% due 05/15/44		20,000,000		7,472,040
Total U.S. Treasury Obligations (Cost $19,677,472)				19,812,794
FOREIGN GOVERNMENT BONDS & NOTES - 9.5%
Autonomous Community of Valencia Spain (Spain) 4.375% due 07/16/15		EUR 100,000		129,970
Banco Nacional de Desenvolvimento Economico e Social (Brazil) 4.125% due 09/15/17 ~		100,000		133,556

	Principal Amount		Value
Brazil Notas do Tesouro Nacional Series B (Brazil) 6.000% due 08/15/50		BRL 1,000,000		$990,672
Brazil Notas do Tesouro Nacional Series F (Brazil) 10.000% due 01/01/17		6,842,000		2,750,136
Brazilian Government (Brazil) 4.250% due 01/07/25		$260,000		257,725
Colombia Government (Colombia) 5.625% due 02/26/44		400,000		442,000
Indonesia Government (Indonesia)
3.750% due 04/25/22		200,000		194,000
4.875% due 05/05/21		500,000		522,500
Italy Buoni Poliennali del Tesoro (Italy)
1.150% due 05/15/17		EUR 2,900,000		3,719,548
2.250% due 05/15/16		2,300,000		2,993,721
3.750% due 04/15/16		200,000		265,769
4.750% due 09/15/16		3,600,000		4,928,839
4.750% due 05/01/17		200,000		279,951
4.750% due 06/01/17		2,000,000		2,805,110
Italy Certificati di Credito del Tesoro (Italy) 0.843% due 04/29/16		3,000,000		3,766,057
Mexican Bonos (Mexico)
6.500% due 06/09/22		MXN 41,980,000		3,243,761
7.750% due 11/13/42		52,000,000		4,251,699
Mexico Government (Mexico) 5.550% due 01/21/45		$1,230,000		1,369,605
Poland Government (Poland) 4.000% due 01/22/24		850,000		877,625
Province of Ontario (Canada)
1.650% due 09/27/19		200,000		195,957
3.000% due 07/16/18		100,000		104,865
3.150% due 06/02/22		CAD 900,000		832,577
5.500% due 06/02/18		100,000		101,390
Province of Quebec (Canada) 3.500% due 07/29/20		$600,000		639,806
Russian Foreign (Russia) 7.500% due 03/31/30 ~		753,500		845,977
South Africa Government (South Africa) 5.875% due 09/16/25		650,000		716,950
Spain Government (Spain)
2.100% due 04/30/17		EUR 1,300,000		1,711,485
3.150% due 01/31/16		1,200,000		1,574,703
3.250% due 04/30/16		100,000		132,261
3.300% due 07/30/16		7,300,000		9,727,893
3.750% due 10/31/15		800,000		1,049,105
3.800% due 01/31/17		1,900,000		2,591,893
4.250% due 10/31/16		3,500,000		4,780,279
5.500% due 07/30/17		1,400,000		2,016,794
Turkey Government (Turkey)
5.625% due 03/30/21		$450,000		480,375
5.750% due 03/22/24		600,000		640,020
6.625% due 02/17/45		350,000		393,313
Total Foreign Government Bonds & Notes (Cost $66,438,286)				62,457,887
MUNICIPAL BONDS - 2.3%
American Municipal Power Inc OH ‘B’ 8.084% due 02/15/50		1,000,000		1,556,660
Buckeye Tobacco Settlement Financing Authority OH ‘A2’ 5.875% due 06/01/47		800,000		626,368
City of North Las Vegas NV 6.572% due 06/01/40		900,000		804,114
County of Clark Department of Aviation NV ‘C’ 6.820% due 07/01/45		200,000		275,254
New Jersey Economic Development Authority ‘B’ 5.380% due 02/15/19		4,100,000		3,600,087

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-20

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
North Carolina Turnpike Authority ‘B’ 6.700% due 01/01/39		$100,000		$112,789
Southern California Public Power Authority 5.943% due 07/01/40		1,600,000		1,884,512
State of California
7.500% due 04/01/34		100,000		142,768
7.600% due 11/01/40		1,400,000		2,071,566
Tobacco Settlement Finance Authority of WV ‘A’ 7.467% due 06/01/47		780,000		663,733
University of Arizona ‘A’ 6.423% due 08/01/35		2,700,000		3,080,565
University of California 6.270% due 05/15/31		500,000		555,015
Total Municipal Bonds (Cost $13,515,264)				15,373,431
PURCHASED OPTIONS - 0.0%
(See Note (h) in Notes to Schedule of Investments) (Cost $2,016)				5,669
SHORT-TERM INVESTMENTS - 39.3%
Certificates of Deposit - 0.8%
Bank of Nova Scotia 1.271% due 02/10/15		CAD 5,800,000		5,155,602
Commercial Paper - 9.2%
BAT International Finance PLC 0.290% due 10/17/14		$3,500,000		3,499,549
Cameron International Corp 0.270% due 10/09/14		3,600,000		3,599,784
Canadian Natural Resources 0.270% due 10/29/14		2,100,000		2,099,559
Commonwealth Edison
0.270% due 10/16/14		3,500,000		3,499,606
0.270% due 10/24/14		400,000		399,931
Conagra Foods Inc 0.480% due 10/06/14		1,800,000		1,799,880
Cox Enterprises
0.250% due 10/07/14		700,000		699,971
0.260% due 10/01/14		2,900,000		2,900,000
Enbridge Energy Partners 0.270% due 10/27/14		2,200,000		2,199,571
Ford Motor Credit Co 0.680% due 03/02/15		1,400,000		1,396,644
Glencore Funding LLC
0.350% due 10/01/14		2,300,000		2,300,000
0.380% due 10/20/14		1,200,000		1,199,759
Hitachi America Capital 0.320% due 10/15/14		3,500,000		3,499,564
Kansas City Railway 0.560% due 10/14/14		1,500,000		1,499,697
Macquarie Bank Ltd 0.433% due 05/14/15		3,000,000		3,000,066
Mohawk Industries
0.520% due 10/01/14		2,600,000		2,600,000
0.570% due 10/14/14		1,000,000		999,794
NBCUniversal Enterprise Inc 0.250% due 10/10/14		3,600,000		3,599,775
Nisource Finance 0.620% due 10/10/14		2,800,000		2,799,566
Pearson Holdings Inc
0.270% due 10/01/14		2,600,000		2,600,000
0.270% due 10/10/14		1,000,000		999,933
Tesco Treasury Services 1.000% due 08/18/15		3,200,000		3,176,317

	Principal Amount		Value
Time Warner Cable Inc 0.280% due 10/14/14		$2,100,000		$2,099,768
Vodafone Group
0.550% due 04/01/15		6,000,000		5,987,708
0.600% due 06/29/15		400,000		398,549
VW Credit Inc 0.270% due 10/27/14		1,500,000		1,499,708
				60,354,699
Repurchase Agreements - 5.6%
Barclays PLC 0.000% due 10/01/2014 (Dated 09/30/14, repurchase price of $17,000,000; collateralized by a U.S. Treasury Inflation Protected Bond: 0.500% due 04/15/15 and value $17,294,511)		17,000,000		17,000,000
Barclays PLC 0.040% due 10/02/2014 (Dated 09/30/14, repurchase price of $19,600,022; collateralized by a U.S. Treasury Inflation Protected Bond: 0.130% due 04/15/19 and value $19,983,177)		19,600,000		19,600,000
				36,600,000
	Shares
Money Market Fund - 23.7%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		156,158,534		156,158,534
Total Short-Term Investments (Cost $258,374,965)				258,268,835
TOTAL INVESTMENTS - 127.9% (Cost $839,951,109)				841,216,737
SECURITIES SOLD SHORT - (0.1%)
(See Note (d) in Notes to Schedule of Investments) (Proceeds $1,048,828)				(1,050,859	)
OTHER ASSETS & LIABILITIES, NET - (27.8%)				(182,618,862	)
NET ASSETS - 100.0%				$657,547,016

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Short-Term Investments	39.3%
Mortgage-Backed Securities	39.1%
Corporate Bonds & Notes	26.2%
Foreign Government Bonds & Notes	9.5%
Asset-Backed Securities	7.8%
U.S. Treasury Obligations	3.0%
Others (each less than 3.0%)	3.0%
	127.9%
Securities Sold Short	(0.1%	)
Other Assets & Liabilities, Net	(27.8%	)
	100.0%

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

(c) Investments with a total aggregate value of $1,657,106 or 0.3% of the fund’s net assets were in default as of September 30, 2014.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-21

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

(d) Securities sold short outstanding as of September 30, 2014 were as follows:

Description	Principal Amount			Value
Mortgage-Backed Securities – (0.1%)
Fannie Mae 4.000% due 11/13/44		($1,000,000	)		($1,050,859	)
Total Securities Sold Short (Proceeds $1,048,828)					($1,050,859	)

(e) Open futures contracts outstanding as of September 30, 2014 were as follows:

			Unrealized
	Number of		Appreciation
Long Futures Outstanding	Contracts		(Depreciation)
Euro-BTP (12/14)		9		$7,029
Eurodollar (12/15)		738		(268,151	)
Eurodollar (03/16)		343		(142,801	)
Eurodollar (06/16)		67		(5,005	)
U.S. Treasury 5-Year Notes (12/14)		76		(7,185	)
U.S. Treasury 10-Year Notes (12/14)		593		(394,554	)
U.S. Treasury 30-Year Bonds (12/14)		77		(107,901	)
U.S. Treasury Ultra Bonds (12/14)		120		3,881
				(914,687	)
Short Futures Outstanding
Euro-Bund (12/14)		11		(4,217	)
Euro FX (12/14)		53		206,653
				202,436
Total Futures Contracts				($712,251	)

(f) The average amount of borrowings by the fund on sale-buyback financing transactions (See Note 4 in Notes to Financial Statements) outstanding during the six-month period ended September 30, 2014 was $33,757 at a weighted average interest rate of 0.000%.

(g) Forward foreign currency contracts outstanding as of September 30, 2014 were as follows:

						Unrealized
Currency Purchased		Currency Sold		Expiration	Counterparty	Appreciation (Depreciation)
BRL	1,263,700	USD	537,745	10/14	UBS		($21,772	)
EUR	12,361,000	USD	15,939,665	11/14	BRC		(321,504	)
EUR	1,461,000	USD	1,915,323	11/14	CIT		(69,345	)
EUR	1,143,000	USD	1,486,616	11/14	GSC		(42,432	)
GBP	3,026,000	USD	4,934,417	12/14	CIT		(31,933	)
JPY	594,148,884	USD	5,458,419	10/14	JPM		(40,979	)
MXN	28,098,530	USD	2,131,379	12/14	CIT		(50,648	)
MXN	15,576,960	USD	1,188,673	12/14	JPM		(35,180	)
MXN	31,054,830	USD	2,323,298	02/15	JPM		(31,450	)
USD	1,514,080	AUD	1,741,000	11/14	GSC		—
USD	552,788	BRL	1,263,700	10/14	UBS		36,815
USD	532,982	BRL	1,263,700	11/14	UBS		21,831
USD	930,150	CAD	1,030,000	10/14	GSC		10,849
USD	5,244,073	CAD	5,744,436	02/15	CIT		131,325
USD	29,001,677	EUR	21,647,000	11/14	CIT		1,650,623
USD	5,152,579	EUR	4,088,000	11/14	GSC		(12,622	)
USD	44,456,346	EUR	33,370,000	11/14	GSC		2,293,243
USD	133,793	EUR	100,000	08/15	DUB		7,041
USD	5,278,916	GBP	3,282,000	12/14	BRC		(38,318	)
USD	5,265,768	JPY	551,848,884	10/14	GSC		234,019
USD	398,624	JPY	42,300,000	10/14	JPM		12,934
USD	4,302,644	JPY	472,000,000	11/14	BRC		(2,071	)
USD	5,459,723	JPY	594,148,884	11/14	JPM		40,991
USD	1,000,000	JPY	101,968,500	08/15	HSB		66,338
USD	2,349,309	MXN	31,391,384	12/14	BRC		24,739
USD	211,341	MXN	2,816,000	12/14	DUB		2,813
Total Forward Foreign Currency Contracts							$3,835,307

(h) Purchased options outstanding as of September 31, 2014 were as follows:

Options on Futures

Description	Exercise Price		Expiration Date		Exchange	Number of Contracts		Cost		Value
Call - U.S. Treasury 30-year Bonds (11/14)		$138.00		10/24/14	CME		2		$1,600		$2,156
Put - JPY/USD		94.00		10/03/15	CME		1		416		3,513
									2,016		5,669
Total Purchased Options									$2,016		$5,669

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-22

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

(i) Transactions in written options for the six-month period ended September 30, 2014 were as follows:

	Number of Contracts			Notional Amount in EUR		Notional Amount in $			Premium
Outstanding, March 31, 2014		—			—		113,600,000			$729,142
Call Options Written		450			6,200,000		42,900,000			365,504
Put Options Written		233			6,200,000		44,600,000			488,138
Call Options Closed		(45	)		—		(21,000,000	)		(137,560	)
Put Options Closed		(39	)		—		—			(29,389	)
Call Options Expired		(194	)		—		(64,800,000	)		(248,228	)
Put Options Expired		(109	)		—		(41,600,000	)		(563,461	)
Outstanding, September 30, 2014		296			12,400,000		73,700,000			$604,146

(j) Premiums received and value of written options outstanding as of September 30, 2014 were as follows:

Credit Default Swaptions on Credit Indices – Sell Protection (1)

Description	Exercise Rate		Expiration Date		Counter- party	Notional Amount (2)		Premium		Value (3)
Put - CDX IG 22 5Y		0.850%		12/17/14	CIT		$1,000,000		$1,175		($1,309	)
Put - CDX IG 22 5Y		0.900%		12/17/14	CIT		400,000		460		(460	)
Put - CDX IG 22 5Y		0.950%		12/17/14	CIT		700,000		875		(576	)
									$2,510		($2,345	)

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

(2) 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 swaption agreement.

(3) The quoted market prices and resulting values for credit default swaption agreements on credit indices serve as an indicator of the current status of the payment/ performance risk and represent the likelihood of an expected liability (or profit) for the credit derivative had the notional amount of the swaption agreement been closed/sold as of period end. Increasing values, in absolute terms when compared to the notional amount of the swaption, 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.

Foreign Currency Options

Description	Exercise Price		Expiration Date		Counter- party	Notional Amount		Premium		Value
Call - BRL versus USD		BRL 2.58		10/31/14	JPM		$300,000		$2,895		($2,852	)
Call - EUR versus USD		$1.30		11/28/14	BOA		3,000,000		19,860		(68	)
									22,755		(2,920	)
Put - JPY versus USD		JPY 97.00		11/10/14	BOA		600,000		828		(266	)
Put - JPY versus USD		97.00		11/10/14	BRC		300,000		375		(133	)
Put - JPY versus USD		98.00		11/10/14	UBS		300,000		630		(133	)
Put - JPY versus USD		99.00		09/30/15	CIT		600,000		4,931		(4,931	)
									6,764		(5,463	)
									$29,519		($8,383	)

Inflation Floor/Cap Options

Description	Initial Index		Floating Rate	Expiration Date		Counter- party	Notional Amount		Premium		Value
Floor - U.S. CPI Urban Consumers NSA		0.00	Maximum of ((1 + 0.00%)10 - Inflation Adjustment) or $0		03/12/20	CIT		$1,200,000		$10,320		($294	)
Floor - U.S. CPI Urban Consumers NSA		0.00	Maximum of ((1 + 0.00%)10 - Inflation Adjustment) or $0		09/29/20	CIT		600,000		7,740		(139	)
										$18,060		($433	)

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 - 5-Year Interest Rate Swap	Receive		1.650%		11/17/14	DUB		$7,400,000		$11,840		($1,396	)
Call - 5-Year Interest Rate Swap	Receive		1.700%		11/17/14	JPM		2,000,000		3,800		(684	)
Call - 5-Year Interest Rate Swap	Receive		1.800%		12/01/14	GSC		2,300,000		4,099		(2,608	)
Call - 5-Year Interest Rate Swap	Receive		1.800%		12/01/14	MSC		5,600,000		9,940		(6,350	)
Call - 5-Year Interest Rate Swap	Receive		1.700%		12/02/14	DUB		1,300,000		2,730		(642	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-23

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

Description	Based on 3-Month EUR-LIBOR	Exercise Rate		Expiration Date		Counter- party	Notional Amount		Premium		Value
Call - 10-Year Interest Rate Swap	Receive		1.200%		01/20/15	GSC		EUR 5,400,000		$29,217		($63,924	)
Call - 10-Year Interest Rate Swap	Receive		0.950%		03/23/15	DUB		800,000		2,073		(2,411	)
										63,699		(78,015	)
	Based on 3-Month USD-LIBOR
Put - 5-Year Interest Rate Swap	Pay		2.050%		11/17/14	JPM		$2,000,000		6,850		(8,376	)
Put - 10-Year Interest Rate Swap	Pay		2.800%		11/17/14	JPM		7,400,000		35,705		(37,378	)
Put - 10-Year Interest Rate Swap	Pay		2.850%		11/17/14	DUB		7,400,000		40,700		(27,763	)
Put - 10-Year Interest Rate Swap	Pay		2.850%		11/17/14	MSC		14,500,000		93,796		(54,401	)
Put - 5-Year Interest Rate Swap	Pay		2.100%		12/01/14	GSC		2,300,000		11,500		(9,879	)
Put - 5-Year Interest Rate Swap	Pay		2.150%		12/01/14	MSC		5,600,000		21,280		(19,167	)
Put - 5-Year Interest Rate Swap	Pay		2.050%		12/02/14	DUB		1,300,000		5,863		(7,066	)
Put - 10-Year Interest Rate Swap	Pay		2.800%		02/02/15	MSC		2,200,000		35,090		(30,021	)
Put - 5-Year Interest Rate Swap	Pay		2.600%		09/14/15	MSC		3,400,000		44,625		(45,509	)

	Based on 3-Month EUR-LIBOR
Put - 10-Year Interest Rate Swap	Pay	1.600%	01/20/15	GSC	EUR 5,400,000	56,974	(10,281	)
Put - 10-Year Interest Rate Swap	Pay	1.550%	03/23/15	DUB	800,000	6,635	(4,429	)
						359,018	(254,270	)
						$422,717	($332,285	)

Options on Futures

Description	Exercise Price		Expiration Date		Exchange	Number of Contracts		Premium		Value
Call - U.S. Treasury 5-Year Notes (11/14)		$118.25		10/24/14	CME		13		$2,591		($4,570	)
Call - U.S. Treasury 10-Year Notes (11/14)		125.00		10/24/14	CME		60		25,883		(25,313	)
Call - U.S. Treasury 10-Year Notes (11/14)		125.50		10/24/14	CME		11		4,542		(2,750	)
Call - U.S. Treasury 10-Year Notes (11/14)		126.00		10/24/14	CME		9		4,252		(1,266	)
Call - U.S. Treasury 10-Year Notes (11/14)		126.50		10/24/14	CME		11		4,683		(859	)
Call - U.S. Treasury 30-Year Bonds (11/14)		139.00		10/24/14	CME		25		16,841		(16,797	)
Call - U.S. Treasury 30-Year Bonds (11/14)		140.00		10/24/14	CME		6		2,840		(2,344	)
Call - U.S. Treasury 30-Year Bonds (11/14)		141.00		10/24/14	CME		3		709		(703	)
Call - U.S. Treasury 10-Year Notes (12/14)		127.00		11/21/14	CME		49		9,919		(8,422	)
Call - U.S. Treasury 30-Year Bonds (12/14)		141.00		11/21/14	CME		9		9,736		(5,484	)
Call - U.S. Treasury 30-Year Bonds (12/14)		142.00		11/21/14	CME		6		6,168		(2,531	)
Call - Euro Bund 10-Year Notes (12/14)		EUR 151.00		11/21/14	CME		7		2,696		(884	)
Call - U.S. Treasury 10-Year Notes (03/15)		$125.50		02/20/15	CME		2		1,431		(1,438	)
									92,291		(73,361	)
Put - U.S. Treasury 5-Year Notes (11/14)		117.50		10/24/14	CME		17		5,265		(1,859	)
Put - U.S. Treasury 5-Year Notes (11/14)		118.00		10/24/14	CME		13		3,208		(3,148	)
Put - U.S. Treasury 10-Year Notes (11/14)		124.00		10/24/14	CME		6		3,027		(1,969	)
Put - U.S. Treasury 10-Year Notes (12/14)		122.00		11/21/14	CME		18		5,567		(2,813	)
Put - U.S. Treasury 10-Year Notes (12/14)		124.00		11/21/14	CME		13		7,067		(7,922	)
Put - U.S. Treasury 30-Year Bonds (12/14)		136.00		11/21/14	CME		9		11,408		(8,156	)
Put - Euro Bund 10-Year Notes (12/14)		EUR 146.00		11/21/14	CME		7		1,795		(3,890	)
Put - U.S. Treasury 10-Year Notes (03/15)		$121.50		02/20/15	CME		2		1,712		(1,469	)
									39,049		(31,226	)
									$131,340		($104,587	)
Total Written Options									$604,146		($448,033	)

(k) Swap agreements outstanding as of September 30, 2014 were as follows:

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

Referenced Obligation	Fixed Deal Pay Rate	Expiration Date	Counter- party	Implied Credit Spread at 09/30/14 (3)		Notional Amount (4)		Value		Upfront Premiums Paid (Received)		Unrealized Appreciation (Depreciation)
Venezuela Government	5.000%	06/20/15	BRC		20.736%		$100,000		$8,995		$12,999		($4,004	)
Venezuela Government	5.000%	09/20/19	HSB		16.712%		100,000		32,751		31,342		1,409
									$41,746		$44,341		($2,595	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-24

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

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

Referenced Obligation	Fixed Deal Receive Rate	Expiration Date	Counter- party	Implied Credit Spread at 09/30/14 (3)		Notional Amount (4)		Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
MetLife Inc	1.000%	12/20/14	CIT		0.081%		$1,800,000		$4,170			($43,994	)		$48,164
Mexico Government	1.000%	03/20/15	BRC		0.266%		400,000		1,492			(8,999	)		10,491
Mexico Government	1.000%	03/20/15	CIT		0.266%		400,000		1,492			(9,184	)		10,676
Mexico Government	1.000%	03/20/15	DUB		0.266%		200,000		746			(4,592	)		5,338
Brazilian Government	1.000%	06/20/15	DUB		0.574%		1,000,000		3,350			(10,975	)		14,325
United Kingdom Index-Linked Treasury Gilt	1.000%	06/20/15	GSC		0.031%		1,100,000		8,045			10,164			(2,119	)
Brazilian Government	1.000%	06/20/15	HSB		0.574%		1,000,000		3,350			(10,975	)		14,325
Brazilian Government	1.000%	09/20/15	BRC		0.628%		1,000,000		3,890			(7,735	)		11,625
Mexico Government	1.000%	09/20/15	BRC		0.297%		1,000,000		7,146			(7,735	)		14,881
Brazilian Government	1.000%	09/20/15	HSB		0.628%		600,000		2,334			(5,961	)		8,295
Brazilian Government	1.000%	09/20/15	UBS		0.628%		500,000		1,945			(4,731	)		6,676
MetLife Inc	1.000%	12/20/15	CIT		0.145%		800,000		8,628			(29,083	)		37,711
General Electric Capital Corp	1.000%	12/20/15	MSC		0.275%		500,000		4,585			(9,796	)		14,381
Brazilian Government	1.000%	03/20/16	CIT		0.768%		2,200,000		8,083			(15,567	)		23,650
Mexico Government	1.000%	03/20/16	CIT		0.357%		1,100,000		10,741			(8,978	)		19,719
Mexico Government	1.000%	03/20/16	DUB		0.357%		700,000		6,835			(5,135	)		11,970
General Electric Capital Corp	1.000%	06/20/16	BRC		0.313%		1,800,000		21,833			26,736			(4,903	)
Berkshire Hathaway Finance Corp	1.000%	06/20/16	CIT		0.186%		900,000		12,916			(2,156	)		15,072
Brazilian Government	1.000%	06/20/16	CIT		0.845%		700,000		2,047			(2,363	)		4,410
Brazilian Government	1.000%	09/20/16	GSC		0.902%		200,000		436			(1,217	)		1,653
Mexico Government	1.000%	09/20/16	JPM		0.409%		100,000		1,195			577			618
Indonesia Government	1.000%	09/20/16	UBS		0.606%		100,000		803			(1,578	)		2,381
Indonesia Government	1.000%	06/20/17	DUB		0.831%		200,000		959			(5,884	)		6,843
Italy Government	1.000%	06/20/17	GSC		0.652%		500,000		4,810			2,848			1,962
Russia Government	1.000%	06/20/17	HSB		2.258%		2,300,000		(75,209	)		(49,783	)		(25,426	)
Indonesia Government	1.000%	06/20/17	UBS		0.831%		800,000		3,836			(24,192	)		28,028
MetLife Inc	1.000%	03/20/19	BRC		0.590%		2,700,000		48,671			30,101			18,570
Prudential Financial Inc	1.000%	03/20/19	BRC		0.572%		3,100,000		58,305			49,794			8,511
JPMorgan Chase & Co	1.000%	03/20/19	DUB		0.570%		2,300,000		43,398			42,061			1,337
Mexico Government	1.000%	03/20/19	DUB		0.747%		20,700,000		231,994			110,638			121,356
Prudential Financial Inc	1.000%	03/20/19	DUB		0.572%		1,100,000		20,750			18,525			2,225
American International Group Inc	1.000%	03/20/19	GSC		0.571%		2,100,000		39,478			31,661			7,817
Colombia Government	1.000%	03/20/19	GSC		0.861%		1,800,000		11,208			(16,452	)		27,660
Colombia Government	1.000%	03/20/19	HSB		0.861%		7,700,000		47,945			(63,012	)		110,957
Mexico Government	1.000%	03/20/19	HSB		0.747%		2,200,000		24,656			10,686			13,970
General Electric Capital Corp	1.000%	03/20/19	JPM		0.520%		1,800,000		37,854			28,913			8,941
Mexico Government	1.000%	03/20/19	JPM		0.747%		2,000,000		22,415			10,202			12,213
AT&T Inc	1.000%	03/20/19	MSC		0.444%		2,800,000		68,449			43,594			24,855
Brazilian Government	1.000%	03/20/19	MSC		1.548%		2,200,000		(50,622	)		(84,988	)		34,366
Italy Government	1.000%	06/20/19	BRC		0.968%		300,000		504			(1,992	)		2,496
Italy Government	1.000%	06/20/19	DUB		0.968%		500,000		841			(3,635	)		4,476
Italy Government	1.000%	06/20/19	HSB		0.968%		500,000		841			(3,635	)		4,476
Russia Government	1.000%	06/20/19	JPM		2.430%		2,100,000		(128,964	)		(121,183	)		(7,781	)
Russia Government	1.000%	06/20/19	MSC		2.430%		600,000		(36,849	)		(34,079	)		(2,770	)
Telstra Corp	1.000%	06/20/21	DUB		0.678%		1,400,000		28,605			19,630			8,975
									$519,937			($163,459	)		$683,396

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

Referenced Obligation	Fixed Deal Receive Rate	Expiration Date	Counterparty		Notional Amount (4)		Value (5)			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
CDX EM 13 5Y	5.000%	06/20/15		BRC		$1,598,000		$28,628			$93,483			($64,855	)
CDX EM 13 5Y	5.000%	06/20/15		DUB		846,000		15,156			110,480			(95,324	)
CDX EM 13 5Y	5.000%	06/20/15		HSB		1,128,000		20,208			127,126			(106,918	)
CDX EM 13 5Y	5.000%	06/20/15		MSC		846,000		15,156			95,175			(80,019	)
CDX IG 9 10Y	0.548%	12/20/17		GSC		96,450		1,341			0.00			1,341
ABX HE AAA	0.110%	05/25/46		BRC		2,449,156		(500,493	)		(499,156	)		(1,337	)
								(420,004	)		(72,892	)		(347,112	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-25

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

Referenced Obligation	Fixed Deal Receive Rate	Expiration Date	Exchange	Notional Amount (4)		Value (5)		Upfront Premiums Paid (Received)		Unrealized Appreciation (Depreciation)
CDX IG 22 2Y	1.000%	06/20/19	CME		$2,710,000		$44,214		$40,171		$4,043
CDX IG 22 5Y	1.000%	06/20/19	ICE		1,600,000		26,074		23,659		2,415
CDX HY 22 2Y	5.000%	06/20/19	CME		2,791,800		171,057		178,669		(7,612	)
CDX HY 22 5Y	5.000%	06/20/19	ICE		6,237,000		380,351		438,539		(58,188	)
							621,696		681,038		(59,342	)
							$201,692		$608,146		($406,454	)
							$763,375		$489,028		$274,347

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

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

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

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

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

Interest Rate Swaps

Floating Rate Index	Counterparty	Pay/Receive Floating Rate	Fixed Rate		Expiration Date		Notional Amount		Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
28-Day MXN TIIE	GSC	Pay		8.170%		11/04/16		MXN 1,200,000		$7,365			$1,757			$5,608
28-Day MXN TIIE	HSB	Pay		5.500%		09/13/17		5,000,000		7,229			(1,920	)		9,149
28-Day MXN TIIE	DUB	Pay		5.700%		01/18/19		10,000,000		11,067			(4,168	)		15,235
28-Day MXN TIIE	GSC	Pay		5.700%		01/18/19		3,000,000		3,308			(871	)		4,179
28-Day MXN TIIE	JPM	Pay		5.700%		01/18/19		3,000,000		3,320			(1,022	)		4,342
BRL CDI Compounded	UBS	Pay		11.680%		01/04/21		BRL 2,200,000		(8,192	)		(8,778	)		586
BRL CDI Compounded	DUB	Pay		12.055%		01/04/21		700,000		(1,076	)		(1,076	)		—
BRL CDI Compounded	HSB	Pay		12.055%		01/04/21		2,600,000		835			5,424			(4,589	)
BRL CDI Compounded	MSC	Pay		12.055%		01/04/21		1,900,000		2,395			3,454			(1,059	)
BRL CDI Compounded	UBS	Pay		12.055%		01/04/21		2,400,000		(630	)		(630	)		—
28-Day MXN TIIE	BRC	Pay		6.000%		09/02/22		MXN 27,000,000		(12,088	)		(14,093	)		2,005
28-Day MXN TIIE	UBS	Pay		6.150%		06/07/24		10,000,000		(12,562	)		9,944			(22,506	)
28-Day MXN TIIE	DUB	Pay		6.810%		06/19/34		7,000,000		(17,186	)		6,792			(23,978	)
										(16,215	)		(5,187	)		(11,028	)
	Exchange
28-Day MXN TIIE	CME	Pay		5.600%		09/06/16		MXN 4,600,000		10,727			10,585			142
3-Month USD-LIBOR	CME	Pay		1.750%		06/15/17		$32,300,000		(88,195	)		867			(89,062	)
28-Day MXN TIIE	CME	Pay		5.500%		09/13/17		MXN 16,000,000		31,434			33,358			(1,924	)
3-Month USD-LIBOR	CME	Pay		3.000%		09/21/17		$51,500,000		368,985			513,904			(144,919	)
1-Day USD Federal Funds	CME	Pay		1.000%		10/15/17		35,300,000		(424,926	)		(41,606	)		(383,320	)
3-Month USD-LIBOR	CME	Pay		4.000%		06/19/24		3,900,000		93,745			64,242			29,503
10-Year USD-LIBOR	CME	Receive		2.550%		09/04/24		900,000		6,294			(789	)		7,083
28-Day MXN TIIE	CME	Pay		6.810%		06/19/34		MXN 104,000,000		(226,426	)		112,312			(338,738	)
30-Year USD-LIBOR	CME	Receive		3.000%		06/19/43		$16,500,000		495,469			906,848			(411,379	)
										267,107			1,599,721			(1,332,614	)
										$250,892			$1,594,534			($1,343,642	)
Total Swap Agreements										$1,014,267			$2,083,562			($1,069,295	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-26

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

(l) As of September 30, 2014, investments with a total aggregate value of $2,721,575 were fully or partially segregated with the broker(s)/custodian as collateral for open futures contracts, forward foreign currency contracts, option contracts, and swap agreements.

(m) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014			Level 1 Quoted Price			Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$172,403,522			$—			$171,978,480			$425,042
	Senior Loan Notes		1,887,838			—			1,887,838			—
	Mortgage-Backed Securities		256,975,192			—			255,758,535			1,216,657
	Asset-Backed Securities		51,019,132			—			51,019,132			—
	U.S. Government Agency Issues		3,012,437			—			3,012,437			—
	U.S. Treasury Obligations		19,812,794			—			19,812,794			—
	Foreign Government Bonds & Notes		62,457,887			—			62,457,887			—
	Municipal Bonds		15,373,431			—			15,373,431			—
	Short-Term Investments		258,268,835			156,158,534			102,110,301			—
	Derivatives:
	Credit Contracts
	Swaps		1,555,512			—			1,555,512			—
	Foreign Currency Contracts
	Futures		206,653			206,653			—			—
	Forward Foreign Currency Contracts		4,533,561			—			4,533,561			—
	Purchased Options		3,513			3,513			—			—
	Total Foreign Currency Contracts		4,743,727			210,166			4,533,561			—
	Interest Rate Contracts
	Futures		10,910			10,910			—			—
	Purchased Options		2,156			2,156
	Swaps		1,042,173			—			1,042,173			—
	Total Interest Rate Contracts		1,055,239			13,066			1,042,173			—
	Total Assets - Derivatives		7,354,478			223,232			7,131,246			—
	Total Assets		848,565,546			156,381,766			690,542,081			1,641,699
Liabilities	Securities Sold Short
	Mortgage-Backed Securities		(1,050,859	)		—			(1,050,859	)		—
	Derivatives:
	Credit Contracts
	Written Options		(2,345	)		—			(2,345	)		—
	Swaps		(792,137	)		—			(792,137	)		—
	Total Credit Contracts		(794,482	)		—			(794,482	)		—
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(698,254	)		—			(698,254	)		—
	Written Options		(8,383	)		—			(8,383	)		—
	Total Foreign Currency Contracts		(706,637	)		—			(706,637	)		—
	Interest Rate Contracts
	Futures		(929,814	)		(929,814	)		—			—
	Written Options		(437,305	)		(104,587	)		(332,718	)		—
	Swaps		(791,281	)		—			(791,281	)		—
	Total Interest Rate Contracts		(2,158,400	)		(1,034,401	)		(1,123,999	)		—
	Total Liabilities – Derivatives		(3,659,519	)		(1,034,401	)		(2,625,118	)		—
	Total Liabilities		(4,710,378	)		(1,034,401	)		(3,675,977	)		—
	Total		$843,855,168			$155,347,365			$686,866,104			$1,641,699

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-27

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Principal Amount		Value
CORPORATE BONDS & NOTES - 50.8%
Consumer Discretionary - 4.9%
AutoZone Inc
1.300% due 01/13/17		$345,000		$345,137
5.500% due 11/15/15		110,000		115,769
5.750% due 01/15/15		90,000		91,356
Brinker International Inc 2.600% due 05/15/18		180,000		180,088
British Sky Broadcasting Group PLC (United Kingdom) 2.625% due 09/16/19 ~		240,000		240,187
Carnival Corp (Panama) 1.200% due 02/05/16		225,000		225,779
Cox Communications Inc 5.450% due 12/15/14		161,000		162,588
Delphi Corp 6.125% due 05/15/21		715,000		786,500
DIRECTV Holdings LLC
1.750% due 01/15/18		340,000		338,658
2.400% due 03/15/17		835,000		854,203
3.550% due 03/15/15		200,000		202,824
Dollar General Corp 4.125% due 07/15/17		630,000		658,446
DR Horton Inc 4.750% due 05/15/17		325,000		338,812
General Motors Co 3.500% due 10/02/18		450,000		459,562
GLP Capital LP 4.375% due 11/01/18		525,000		535,500
Mohawk Industries Inc 6.125% due 01/15/16		385,000		410,495
NBCUniversal Enterprise Inc 0.919% due 04/15/18 § ~		290,000		293,171
Newell Rubbermaid Inc
2.000% due 06/15/15		100,000		100,966
2.050% due 12/01/17		865,000		868,394
Omnicom Group Inc 5.900% due 04/15/16		670,000		719,551
Pinnacle Entertainment Inc 7.500% due 04/15/21		295,000		308,275
The Goodyear Tire & Rubber Co (2nd Lien) 8.250% due 08/15/20		425,000		456,875
The Interpublic Group of Cos Inc 2.250% due 11/15/17		625,000		627,975
Thomson Reuters Corp (Canada)
0.875% due 05/23/16		255,000		254,671
1.300% due 02/23/17		200,000		199,783
1.650% due 09/29/17		370,000		369,773
Time Warner Cable Inc
8.250% due 04/01/19		495,000		615,575
8.750% due 02/14/19		495,000		623,812
Univision Communications Inc 6.875% due 05/15/19 ~		545,000		569,525
Viacom Inc 2.500% due 09/01/18		105,000		106,438
Whirlpool Corp 1.350% due 03/01/17		145,000		144,579
				12,205,267
Consumer Staples - 1.8%
Avon Products Inc 2.375% due 03/15/16		195,000		197,010
BAT International Finance PLC (United Kingdom) 1.400% due 06/05/15 ~		710,000		713,522
Bunge Ltd Finance Corp
3.200% due 06/15/17		730,000		756,617
4.100% due 03/15/16		255,000		266,148

	Principal Amount		Value
CVS Health Corp 1.200% due 12/05/16		$245,000		$245,462
Imperial Tobacco Finance PLC (United Kingdom) 2.050% due 02/11/18 ~		755,000		752,670
Kraft Foods Group Inc 1.625% due 06/04/15		315,000		317,389
Reynolds American Inc 1.050% due 10/30/15		125,000		125,402
The Kroger Co 1.200% due 10/17/16		180,000		180,048
Tyson Foods Inc ‘A’ 2.650% due 08/15/19		300,000		300,694
Wm Wrigley Jr Co
1.400% due 10/21/16 ~		110,000		110,596
2.000% due 10/20/17 ~		525,000		530,342
				4,495,900
Energy - 10.7%
Anadarko Petroleum Corp
5.950% due 09/15/16		190,000		207,335
6.375% due 09/15/17		685,000		775,776
BG Energy Capital PLC (United Kingdom) 2.875% due 10/15/16 ~		700,000		724,459
Cameron International Corp
1.150% due 12/15/16		85,000		84,975
1.400% due 06/15/17		290,000		289,990
Canadian Natural Resources Ltd (Canada)
1.450% due 11/14/14		540,000		540,340
5.700% due 05/15/17		455,000		503,401
Chesapeake Energy Corp 3.250% due 03/15/16		375,000		376,406
CNOOC Finance Ltd (United Kingdom) 1.125% due 05/09/16		208,000		208,232
CNOOC Nexen Finance ULC (Canada) 1.625% due 04/30/17		245,000		245,239
Concho Resources Inc 7.000% due 01/15/21		345,000		370,013
CONSOL Energy Inc 8.250% due 04/01/20		560,000		590,100
Continental Resources Inc 7.125% due 04/01/21		500,000		555,000
DCP Midstream LLC 5.375% due 10/15/15 ~		365,000		381,536
DCP Midstream Operating LP
2.500% due 12/01/17		625,000		638,259
2.700% due 04/01/19		20,000		20,074
3.250% due 10/01/15		210,000		215,368
Delek & Avner Tamar Bond Ltd (Israel) 2.803% due 12/30/16 ~		165,000		165,811
Ecopetrol SA (Colombia) 4.250% due 09/18/18		325,000		345,313
Enbridge Energy Partners LP 5.875% due 12/15/16		445,000		488,374
Energy Transfer Partners LP
5.950% due 02/01/15		810,000		823,392
6.700% due 07/01/18		195,000		224,711
EnLink Midstream Partners LP 2.700% due 04/01/19		85,000		85,629
Ensco PLC (United Kingdom) 3.250% due 03/15/16		875,000		901,579
Enterprise Products Operating LLC
1.250% due 08/13/15		370,000		371,816
5.600% due 10/15/14		316,000		316,599
Florida Gas Transmission Co LLC 4.000% due 07/15/15 ~		520,000		532,972
Freeport McMoran Oil & Gas
6.125% due 06/15/19		90,000		98,775
6.500% due 11/15/20		470,000		515,881

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-28

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
Kinder Morgan Energy Partners LP
3.500% due 03/01/16		$175,000		$181,002
5.125% due 11/15/14		285,000		286,554
Korea National Oil Corp (South Korea) 4.000% due 10/27/16 ~		240,000		252,657
Marathon Oil Corp 0.900% due 11/01/15		740,000		740,461
Murphy Oil Corp 2.500% due 12/01/17		1,015,000		1,031,830
Nabors Industries Inc 2.350% due 09/15/16		150,000		153,336
Noble Holding International Ltd (Cayman)
2.500% due 03/15/17		65,000		66,217
3.050% due 03/01/16		415,000		424,228
3.450% due 08/01/15		110,000		112,270
ONEOK Partners LP
3.200% due 09/15/18		40,000		41,503
3.250% due 02/01/16		640,000		660,064
Origin Energy Finance Ltd (Australia) 3.500% due 10/09/18 ~		1,100,000		1,128,799
Petrobras Global Finance BV (Netherlands)
2.000% due 05/20/16		410,000		411,005
3.250% due 03/17/17		535,000		542,741
Petroleos Mexicanos (Mexico) 3.125% due 01/23/19 ~		80,000		82,200
Phillips 66 1.950% due 03/05/15		290,000		291,880
Pioneer Natural Resources Co 5.875% due 07/15/16		1,080,000		1,165,067
Plains All American Pipeline LP 3.950% due 09/15/15		1,095,000		1,126,855
Regency Energy Partners LP 8.375% due 06/01/19 ~		450,000		479,250
Rowan Cos Inc 5.000% due 09/01/17		120,000		129,754
SESI LLC
6.375% due 05/01/19		510,000		532,950
7.125% due 12/15/21		580,000		643,800
Spectra Energy Partners LP 2.950% due 09/25/18		185,000		190,516
Talisman Energy Inc (Canada) 5.125% due 05/15/15		455,000		467,703
Targa Resources Partners LP 7.875% due 10/15/18		345,000		360,309
Tennessee Gas Pipeline Co LLC 8.000% due 02/01/16		580,000		632,453
Transocean Inc (Cayman)
2.500% due 10/15/17		785,000		785,542
4.950% due 11/15/15		155,000		161,000
5.050% due 12/15/16		130,000		138,629
Williams Partners LP 3.800% due 02/15/15		890,000		899,941
Woodside Finance Ltd (Australia) 4.500% due 11/10/14 ~		705,000		707,936
				26,425,807
Financials - 18.8%
Aflac Inc 2.650% due 02/15/17		75,000		77,359
AIA Group Ltd (Hong Kong) 2.250% due 03/11/19 ~		200,000		198,663
Ally Financial Inc 2.750% due 01/30/17		575,000		564,937
American Express Co 0.825% due 05/22/18 §		810,000		817,719
American International Group Inc 5.850% due 01/16/18		500,000		562,971
American Tower Corp REIT 4.625% due 04/01/15		1,095,000		1,116,988

	Principal Amount		Value
Bank of America Corp
1.250% due 01/11/16		$365,000		$366,649
1.500% due 10/09/15		110,000		110,854
1.700% due 08/25/17		945,000		942,709
6.400% due 08/28/17		205,000		230,806
6.875% due 04/25/18		320,000		369,444
Banque Federative du Credit Mutuel SA (France)
1.700% due 01/20/17 ~		575,000		577,781
2.500% due 10/29/18 ~		575,000		579,040
Barclays Bank PLC (United Kingdom) 6.050% due 12/04/17 ~		775,000		862,785
BB&T Corp
1.094% due 06/15/18 §		325,000		331,025
5.200% due 12/23/15		445,000		468,229
Boston Properties LP REIT 5.000% due 06/01/15		470,000		483,873
BPCE SA (France) 2.500% due 12/10/18		570,000		572,067
Capital One Bank USA NA 1.150% due 11/21/16		250,000		250,055
Capital One Financial Corp 2.150% due 03/23/15		660,000		665,332
Caterpillar Financial Services Corp 1.250% due 08/18/17		480,000		478,971
CIT Group Inc 4.750% due 02/15/15 ~		230,000		232,731
Citigroup Inc
1.250% due 01/15/16		720,000		723,098
1.300% due 11/15/16		170,000		170,108
1.550% due 08/14/17		980,000		973,290
CNA Financial Corp 6.500% due 08/15/16		1,070,000		1,175,574
Daimler Finance North America LLC 1.100% due 08/01/18 ~ §		445,000		452,832
DNB Bank ASA (Norway) 3.200% due 04/03/17 ~		785,000		820,067
Fidelity National Financial Inc 6.600% due 05/15/17		480,000		534,232
Fifth Third Bancorp 3.625% due 01/25/16		310,000		320,997
Fifth Third Bank 1.150% due 11/18/16		470,000		470,573
Ford Motor Credit Co LLC
1.684% due 09/08/17		660,000		657,333
1.700% due 05/09/16		295,000		297,579
3.000% due 06/12/17		610,000		630,017
General Electric Capital Corp
0.945% due 04/02/18 §		925,000		936,358
2.375% due 06/30/15		625,000		635,118
General Motors Financial Co Inc 3.000% due 09/25/17		175,000		176,969
Harley-Davidson Financial Services Inc 1.150% due 09/15/15 ~		445,000		447,374
Hazine Mustesarligi Varlik Kiralama AS (Turkey) 4.557% due 10/10/18 ~		325,000		335,969
HBOS PLC (United Kingdom) 6.750% due 05/21/18 ~		710,000		804,559
Hyundai Capital America
1.450% due 02/06/17 ~		790,000		789,813
1.625% due 10/02/15 ~		195,000		196,381
1.875% due 08/09/16 ~		230,000		232,944
3.750% due 04/06/16 ~		140,000		145,376
Hyundai Capital Services Inc (South Korea)
3.500% due 09/13/17 ~		200,000		208,850
4.375% due 07/27/16 ~		525,000		553,640
6.000% due 05/05/15 ~		100,000		103,037
Intercontinental Exchange Inc 2.500% due 10/15/18		195,000		198,215

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-29

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
JPMorgan Chase & Co
0.855% due 02/26/16 §		$440,000		$442,762
2.000% due 08/15/17		1,125,000		1,135,149
KeyBank NA 4.950% due 09/15/15		180,000		187,336
KeyCorp 3.750% due 08/13/15		325,000		333,842
Kilroy Realty LP REIT 5.000% due 11/03/15		405,000		422,603
Legg Mason Inc 2.700% due 07/15/19		80,000		80,344
Lloyds Bank PLC (United Kingdom) 2.300% due 11/27/18		325,000		326,125
Marsh & McLennan Cos Inc 2.550% due 10/15/18		235,000		239,244
Metropolitan Life Global Funding I
1.300% due 04/10/17 ~		785,000		784,300
1.500% due 01/10/18 ~		365,000		362,315
Mizuho Bank Ltd (Japan) 1.700% due 09/25/17 ~		450,000		449,920
Morgan Stanley
1.083% due 01/24/19 §		1,625,000		1,645,290
1.514% due 04/25/18 §		645,000		663,720
MUFG Union Bank NA 2.125% due 06/16/17		435,000		442,332
National Bank of Canada (Canada) 1.450% due 11/07/17		965,000		959,309
New York Life Global Funding 2.450% due 07/14/16 ~		580,000		597,130
Nissan Motor Acceptance Corp 1.950% due 09/12/17 ~		850,000		859,220
Nordea Bank AB (Sweden) 0.875% due 05/13/16 ~		1,160,000		1,160,360
PNC Bank NA 1.150% due 11/01/16		400,000		401,307
Principal Financial Group Inc 1.850% due 11/15/17		115,000		115,134
Principal Life Global Funding II 1.500% due 09/11/17 ~		565,000		565,147
Regions Bank 7.500% due 05/15/18		665,000		776,683
Regions Financial Corp
5.750% due 06/15/15		200,000		206,407
7.750% due 11/10/14		205,000		206,480
Royal Bank of Scotland Group PLC (United Kingdom) 2.550% due 09/18/15		415,000		421,250
Simon Property Group LP REIT 4.200% due 02/01/15		515,000		516,519
Standard Chartered PLC (United Kingdom) 1.500% due 09/08/17 ~		665,000		663,504
Sumitomo Mitsui Banking Corp (Japan) 0.900% due 01/18/16		280,000		280,271
Sumitomo Mitsui Trust Bank Ltd (Japan) 1.800% due 03/28/18 ~		720,000		717,292
SunTrust Banks Inc 2.350% due 11/01/18		260,000		260,925
Swedbank AB (Sweden) 1.750% due 03/12/18 ~		1,065,000		1,061,572
The Bank of Tokyo-Mitsubishi UFJ Ltd (Japan) 1.550% due 09/09/16 ~		695,000		702,115
The Goldman Sachs Group Inc
1.600% due 11/23/15		554,000		558,618
6.150% due 04/01/18		235,000		265,145
6.250% due 09/01/17		855,000		960,060
UBS AG (Switzerland) 1.375% due 08/14/17		1,245,000		1,236,107
Ventas Realty LP REIT
1.250% due 04/17/17		125,000		124,484
1.550% due 09/26/16		200,000		201,457

	Principal Amount		Value
2.000% due 02/15/18		$170,000		$170,184
3.125% due 11/30/15		650,000		667,623
WEA Finance LLC 1.750% due 09/15/17 ~		360,000		360,813
XLIT Ltd (Cayman) 2.300% due 12/15/18		280,000		280,086
				46,661,775
Health Care - 4.0%
AbbVie Inc 1.200% due 11/06/15		670,000		672,675
Actavis Inc 1.875% due 10/01/17		605,000		600,267
Aetna Inc 1.500% due 11/15/17		745,000		742,603
Agilent Technologies Inc 6.500% due 11/01/17		565,000		651,941
Catholic Health Initiatives
1.600% due 11/01/17		65,000		65,339
2.600% due 08/01/18		305,000		309,473
Celgene Corp 1.900% due 08/15/17		975,000		982,990
Express Scripts Holding Co
1.250% due 06/02/17		360,000		357,413
2.750% due 11/21/14		490,000		491,539
3.125% due 05/15/16		475,000		492,150
Gilead Sciences Inc 2.400% due 12/01/14		570,000		572,070
Hologic Inc 6.250% due 08/01/20		425,000		438,812
Humana Inc
2.625% due 10/01/19		195,000		195,152
6.450% due 06/01/16		250,000		272,229
Life Technologies Corp
3.500% due 01/15/16		235,000		242,644
4.400% due 03/01/15		425,000		431,646
McKesson Corp
0.950% due 12/04/15		185,000		185,270
1.292% due 03/10/17		370,000		368,903
Perrigo Co PLC (Ireland) 1.300% due 11/08/16 ~		415,000		415,561
Thermo Fisher Scientific Inc 1.300% due 02/01/17		755,000		753,168
UnitedHealth Group Inc
0.850% due 10/15/15		200,000		200,644
1.875% due 11/15/16		155,000		157,795
WellPoint Inc 1.250% due 09/10/15		300,000		301,820
				9,902,104
Industrials - 3.4%
CNH Industrial Capital LLC 3.875% due 11/01/15		770,000		778,662
Eaton Corp 1.500% due 11/02/17		265,000		264,078
ERAC USA Finance LLC
1.400% due 04/15/16 ~		330,000		332,439
2.750% due 03/15/17 ~		175,000		180,389
2.800% due 11/01/18 ~		50,000		51,246
5.600% due 05/01/15 ~		135,000		138,887
6.375% due 10/15/17 ~		445,000		506,627
GATX Corp
1.250% due 03/04/17		445,000		441,985
2.375% due 07/30/18		110,000		110,774
3.500% due 07/15/16		360,000		375,011
Heathrow Funding Ltd (United Kingdom) 2.500% due 06/25/17 ~		610,000		617,748
International Lease Finance Corp 2.184% due 06/15/16 §		405,000		402,469

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-30

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
JB Hunt Transport Services Inc 2.400% due 03/15/19		$105,000		$105,357
Kansas City Southern de Mexico SA de CV (Mexico) 2.350% due 05/15/20		250,000		239,927
Norfolk Southern Corp 5.750% due 01/15/16		930,000		987,388
Penske Truck Leasing Co LP
2.500% due 03/15/16 ~		655,000		668,519
2.500% due 06/15/19 ~		270,000		268,832
2.875% due 07/17/18 ~		150,000		153,651
3.125% due 05/11/15 ~		140,000		141,996
Roper Industries Inc
1.850% due 11/15/17		105,000		105,457
2.050% due 10/01/18		270,000		267,764
Southwest Airlines Co
5.250% due 10/01/14		315,000		315,000
5.750% due 12/15/16		235,000		256,964
USG Corp 8.375% due 10/15/18 ~		435,000		453,814
Waste Management Inc 6.375% due 03/11/15		260,000		266,560
				8,431,544
Information Technology - 1.6%
Amphenol Corp ‘A’ 1.550% due 09/15/17		180,000		179,864
Anstock II Ltd (Cayman) 2.125% due 07/24/17		250,000		247,210
Arrow Electronics Inc 3.375% due 11/01/15		270,000		277,013
Avnet Inc 6.625% due 09/15/16		115,000		126,713
Baidu Inc (Cayman) 2.750% due 06/09/19		210,000		209,068
Fidelity National Information Services Inc 1.450% due 06/05/17		165,000		164,156
Fiserv Inc
3.125% due 06/15/16		740,000		765,013
6.800% due 11/20/17		25,000		28,610
Hewlett-Packard Co
2.350% due 03/15/15		220,000		221,893
2.625% due 12/09/14		300,000		301,272
Juniper Networks Inc 3.100% due 03/15/16		75,000		76,992
Oracle Corp 0.814% due 01/15/19 §		860,000		869,652
Tencent Holdings Ltd (Cayman) 2.000% due 05/02/17 ~		315,000		315,512
Xerox Corp 2.950% due 03/15/17		70,000		72,499
				3,855,467
Materials - 1.4%
Anglo American Capital PLC (United Kingdom) 1.184% due 04/15/16 § ~		240,000		241,443
Ashland Inc 3.000% due 03/15/16		525,000		527,625
Eastman Chemical Co 2.400% due 06/01/17		230,000		234,857
Goldcorp Inc (Canada) 2.125% due 03/15/18		510,000		509,112
International Paper Co 5.300% due 04/01/15		133,000		136,093
Martin Marietta Materials Inc 1.333% due 06/30/17 § ~		305,000		306,521
Rock-Tenn Co 3.500% due 03/01/20		495,000		504,000

	Principal Amount		Value
The Dow Chemical Co 2.500% due 02/15/16		$725,000		$740,950
Vale Overseas Ltd (Cayman) 6.250% due 01/23/17		235,000		259,176
				3,459,777
Telecommunication Services - 1.9%
America Movil SAB de CV (Mexico) 2.375% due 09/08/16		275,000		281,221
CC Holdings GS V LLC 2.381% due 12/15/17		1,050,000		1,063,106
GTP Acquisition Partners I LLC
2.364% due 05/15/43 ~		300,000		296,430
4.347% due 06/15/41 ~		190,000		194,313
SBA Tower Trust
2.240% due 04/15/43 ~		300,000		296,239
2.933% due 12/15/42 ~		920,000		934,523
3.598% due 04/15/43 ~		250,000		250,595
UPCB Finance III Ltd (Cayman) 6.625% due 07/01/20 ~		465,000		488,297
Verizon Communications Inc
1.350% due 06/09/17		385,000		383,423
2.625% due 02/21/20 ~		646,000		638,847
				4,826,994
Utilities - 2.3%
CMS Energy Corp 4.250% due 09/30/15		370,000		382,391
Commonwealth Edison Co 1.950% due 09/01/16		120,000		122,401
Dominion Resources Inc
1.400% due 09/15/17		645,000		640,999
1.950% due 08/15/16		165,000		167,793
Duke Energy Corp
1.625% due 08/15/17		220,000		221,038
2.150% due 11/15/16		460,000		470,156
Enel Finance International NV (Netherlands)
3.875% due 10/07/14 ~		145,000		145,041
6.250% due 09/15/17 ~		500,000		561,851
Georgia Power Co 0.554% due 03/15/16 §		220,000		220,099
Korea Hydro & Nuclear Power Co Ltd (South Korea) 3.125% due 09/16/15 ~		275,000		280,737
Mississippi Power Co 2.350% due 10/15/16		120,000		123,148
Monongahela Power Co 5.700% due 03/15/17 ~		65,000		71,277
NextEra Energy Capital Holdings Inc 1.200% due 06/01/15		185,000		185,801
PPL Capital Funding Inc 1.900% due 06/01/18		145,000		144,530
PSEG Power LLC 2.750% due 09/15/16		130,000		134,429
Suburban Propane Partners LP 7.500% due 10/01/18		275,000		285,312
The Southern Co
1.300% due 08/15/17		765,000		761,870
1.950% due 09/01/16		145,000		147,912
Zhejiang Energy Group Hong Kong Ltd (Hong Kong) 2.300% due 09/30/17		635,000		634,067
				5,700,852
Total Corporate Bonds & Notes (Cost $125,319,872)				125,965,487

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-31

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
MORTGAGE-BACKED SECURITIES - 19.2%
Collateralized Mortgage Obligations - Commercial - 6.6%
Banc of America Commercial Mortgage Trust
5.448% due 09/10/47 "		$30,000		$32,184
5.634% due 07/10/46 "		868,431		919,309
6.015% due 02/10/51 " §		25,000		27,566
Banc of America Merrill Lynch Commercial Mortgage Inc 4.668% due 07/10/43 "		435,000		440,346
Bear Stearns Commercial Mortgage Securities Trust
4.674% due 06/11/41 "		131,047		132,892
5.116% due 02/11/41 " §		235,453		237,093
5.201% due 12/11/38 "		195,000		209,281
5.540% due 09/11/41 "		167,273		177,787
Citigroup Commercial Mortgage Trust
1.102% due 11/10/46 "		314,761		313,957
1.199% due 03/10/47 "		227,439		225,928
1.242% due 05/10/47 "		233,610		232,225
1.392% due 07/10/47 "		163,270		162,346
Commercial Mortgage Pass-Through Certificates 1.381% due 10/10/47 "		225,000		225,003
Commercial Mortgage Trust
1.006% due 02/13/32 " § ~		180,000		179,643
1.156% due 12/10/44 "		41,614		41,851
1.218% due 02/10/47 "		748,300		743,764
1.259% due 04/10/47 "		380,151		377,631
1.275% due 05/10/47 "		191,206		190,060
1.298% due 03/10/47 "		295,205		292,993
1.309% due 08/10/47 "		102,433		102,033
1.373% due 09/10/47 "		470,000		469,545
1.415% due 08/10/47 "		638,273		635,401
1.442% due 07/15/47 "		228,277		226,949
5.167% due 06/10/44 " §		70,000		72,231
6.014% due 07/10/38 " §		140,241		148,944
Credit Suisse Mortgage Trust 0.954% due 04/15/27 " § ~		100,000		100,126
DBUBS Mortgage Trust 2.238% due 08/10/44 "		65,170		65,915
GS Mortgage Securities Trust
1.206% due 07/10/46 "		224,754		225,191
1.290% due 06/10/47 "		197,971		196,802
1.343% due 04/10/47 "		390,290		388,680
1.509% due 09/10/47 " §		393,000		392,728
5.553% due 04/10/38 " §		620,000		646,450
JP Morgan Chase Commercial Mortgage Securities Trust
1.031% due 05/15/45 "		17,470		17,508
1.268% due 07/15/47 "		191,428		190,469
4.996% due 08/15/42 " §		400,000		411,682
JPMBB Commercial Mortgage Securities Trust
1.085% due 07/15/45 "		272,384		272,476
1.266% due 04/15/47 "		224,507		223,483
1.322% due 08/15/47 "		161,186		160,349
1.451% due 09/15/47 "		316,509		315,359
1.650% due 09/15/47 "		175,000		175,036
LB-UBS Commercial Mortgage Trust
4.954% due 09/15/30 "		50,962		51,845
6.029% due 06/15/38 " §		883,528		940,879
Merrill Lynch Countrywide Commercial Mortgage Trust 6.066% due 06/12/46 " §		636,791		676,734
Merrill Lynch Mortgage Trust 5.782% due 08/12/43 " §		175,000		187,864
Morgan Stanley Bank of America Merrill Lynch Trust
1.250% due 02/15/47 "		200,053		198,869
1.294% due 06/15/47 "		145,115		143,949

	Principal Amount		Value
1.308% due 08/15/46 "		$461,275		$462,266
1.313% due 10/15/46 "		445,777		445,277
1.313% due 04/15/47 "		79,509		79,117
1.551% due 08/15/47 "		296,477		295,737
1.686% due 10/15/47 "		225,000		225,280
Morgan Stanley Capital I Trust 5.731% due 07/12/44 " §		293,529		311,663
WFRBS Commercial Mortgage Trust
1.193% due 03/15/47 "		309,687		308,240
1.283% due 05/15/47 "		368,985		367,734
1.406% due 09/15/46 "		177,547		178,365
1.413% due 08/15/47 "		409,761		408,697
1.479% due 09/15/57 "		280,000		279,184
1.607% due 06/15/44 " ~		63,921		64,165
1.663% due 10/15/57 "		130,000		130,135
				16,355,216
Collateralized Mortgage Obligations - Residential - 4.0%
Alternative Loan Trust 2.507% due 12/25/34 " §		177,118		171,642
Deutsche Alt-A Securities Inc Mortgage Loan Trust 0.555% due 04/25/35 " §		209,202		188,000
DSLA Mortgage Loan Trust 0.993% due 09/19/44 " §		590,096		572,051
Fannie Mae
0.605% due 07/25/42 " §		690,387		692,830
5.000% due 08/25/19 "		187,466		196,457
Fosse Master Issuer PLC (United Kingdom) 1.631% due 10/18/54 " § ~		176,451		178,164
Freddie Mac
0.604% due 05/15/36 " §		49,059		49,479
0.604% due 09/15/42 " §		949,590		953,573
0.654% due 08/15/41 " §		262,408		264,777
0.654% due 07/15/42 " §		886,607		894,801
1.369% due 05/25/19 "		749,342		750,508
1.426% due 08/25/17 "		640,000		643,027
Freddie Mac Structured Agency Credit Risk Debt Notes 1.604% due 09/25/24 " §		415,000		414,312
Government National Mortgage Association 0.604% due 07/16/42 " §		2,075,223		2,084,690
HarborView Mortgage Loan Trust 0.373% due 05/19/35 " §		137,638		118,696
Holmes Master Issuer PLC (United Kingdom) 1.884% due 10/15/54 " § ~		494,083		497,287
JP Morgan Alternative Loan Trust 0.345% due 06/25/37 " §		93,995		89,177
Lanark Master Issuer PLC (United Kingdom) 0.735% due 12/22/54 " § ~		304,772		305,924
Silverstone Master Issuer PLC (United Kingdom) 1.784% due 01/21/55 " § ~		525,000		528,766
Structured Adjustable Rate Mortgage Loan Trust 2.492% due 11/25/34 " §		222,194		225,124
				9,819,285
Fannie Mae - 7.0%
1.936% due 01/01/35 " §		929,852		980,835
2.352% due 09/01/34 " §		589,848		633,253
2.485% due 11/01/34 " §		422,942		454,630
2.586% due 09/01/35 " §		809,602		870,509
3.000% due 01/01/27 "		1,239,687		1,281,748
3.500% due 12/01/25 - 01/01/27 "		2,162,677		2,279,932
4.000% due 07/01/25 - 10/01/41 "		3,483,780		3,701,142
4.500% due 04/01/26 - 08/01/40 "		1,975,812		2,122,332
5.000% due 07/01/19 - 07/01/41 "		1,745,876		1,894,989
5.500% due 01/01/35 - 12/01/39 "		2,420,734		2,709,631
6.000% due 11/01/35 - 09/01/39 "		303,571		344,829
				17,273,830

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-32

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
Freddie Mac - 0.7%
4.500% due 11/01/23 "		$1,125,824		$1,214,199
5.000% due 11/01/16 - 04/01/18 "		50,205		52,989
5.500% due 01/01/20 - 12/01/39 "		395,933		440,553
				1,707,741
Government National Mortgage Association - 0.9%
3.000% due 06/20/27 - 09/20/27 "		1,026,227		1,070,555
3.500% due 03/20/26 - 03/20/43 "		713,553		744,641
5.000% due 12/20/34 - 02/20/40 "		155,502		172,983
6.000% due 07/15/36 "		258,350		299,397
				2,287,576
Total Mortgage-Backed Securities (Cost $47,637,417)				47,443,648
ASSET-BACKED SECURITIES - 15.8%
Ally Auto Receivables Trust
0.750% due 02/21/17 "		380,000		379,069
0.930% due 02/16/16 "		23,508		23,528
3.150% due 10/15/18 " ~		135,000		138,979
Ally Master Owner Trust
0.954% due 02/15/17 " §		725,000		726,690
1.000% due 02/15/18 "		230,000		230,454
1.210% due 06/15/17 "		1,060,000		1,065,293
American Express Credit Account Master Trust
0.990% due 03/15/18 "		440,000		441,289
1.070% due 05/15/18 " ~		100,000		100,375
1.260% due 01/15/20 "		420,000		418,637
1.290% due 03/15/18 " ~		500,000		501,100
AmeriCredit Automobile Receivables Trust
0.620% due 06/08/17 "		160,806		160,871
0.960% due 04/09/18 "		90,000		90,230
1.050% due 10/11/16 "		73,005		73,051
1.190% due 05/08/18 "		190,000		190,099
1.600% due 07/08/19 "		300,000		297,600
1.730% due 02/08/17 "		200,000		200,677
ARI Fleet Lease Trust 0.810% due 11/15/22 " ~		470,000		470,412
Bank of America Auto Trust 0.780% due 06/15/16 "		139,406		139,491
BMW Vehicle Lease Trust 0.540% due 09/21/15 "		359,938		360,132
Capital Auto Receivables Asset Trust
0.790% due 06/20/17 "		520,000		520,873
1.240% due 10/20/17 "		530,000		533,213
1.260% due 05/21/18 "		640,000		639,716
1.320% due 06/20/18 "		310,000		311,246
1.480% due 11/20/18 "		345,000		344,507
2.220% due 01/22/19 "		90,000		90,553
CarMax Auto Owner Trust
0.520% due 07/17/17 "		320,944		321,200
0.640% due 01/16/18 "		1,035,000		1,035,169
1.690% due 08/15/19 "		45,000		44,462
1.930% due 11/15/19 "		65,000		64,314
CCG Receivables Trust 1.060% due 11/15/21 " ~		265,000		264,868
CIT Equipment Collateral 1.100% due 08/22/16 " ~		1,833		1,834
Citibank Credit Card Issuance Trust 1.020% due 02/22/19 "		690,000		687,401
Citigroup Mortgage Loan Trust Inc 0.315% due 06/25/37 " §		247,928		235,115
CNH Equipment Trust
0.570% due 12/15/17 "		513,642		514,073
0.690% due 06/15/18 "		755,000		755,845
0.910% due 08/15/16 "		14,781		14,786
0.940% due 05/15/17 "		42,126		42,169

	Principal Amount		Value
CNH Wholesale Master Note Trust 0.754% due 08/15/19 " § ~		$270,000		$270,787
Diamond Resorts Owner Trust 2.270% due 05/20/26 " ~		250,596		252,573
Enterprise Fleet Financing LLC
0.680% due 09/20/18 " ~		304,213		304,299
0.870% due 09/20/19 " ~		250,000		250,056
1.050% due 03/20/20 " ~		1,140,000		1,139,962
1.060% due 03/20/19 " ~		215,141		215,885
Exeter Automobile Receivables Trust 1.060% due 08/15/18 " ~		90,145		90,189
Ford Credit Auto Lease Trust
1.100% due 12/15/15 " ~		100,000		100,267
1.100% due 11/15/17 "		250,000		249,851
1.230% due 11/15/16 "		285,000		283,944
1.500% due 03/15/17 " ~		125,000		125,511
1.510% due 08/15/17 "		195,000		195,404
Ford Credit Floorplan Master Owner Trust
0.790% due 06/15/17 "		540,000		541,281
1.400% due 08/15/19 "		1,245,000		1,239,420
4.200% due 02/15/17 " ~		365,000		370,194
4.990% due 02/15/17 " ~		260,000		264,522
GE Dealer Floorplan Master Note Trust
0.534% due 07/20/19 " §		870,000		870,922
0.554% due 04/20/18 " §		515,000		516,651
0.594% due 10/20/17 " §		630,000		631,015
GE Equipment Midticket LLC 0.780% due 09/22/20 "		410,000		410,104
GE Equipment Small Ticket LLC
0.950% due 09/25/17 " ~		670,000		670,475
1.040% due 09/21/15 " ~		43,610		43,657
GreatAmerica Leasing Receivables 0.890% due 07/15/17 " ~		400,000		399,627
GSAA Home Equity Trust
0.200% due 07/25/37 " §		509,422		452,929
0.435% due 10/25/35 " §		98,260		92,586
0.525% due 10/25/35 " §		579,307		557,299
GSAA Trust 0.585% due 06/25/35 " §		346,610		330,162
Hilton Grand Vacations Trust 1.770% due 11/25/26 " ~		298,522		296,083
Honda Auto Receivables Owner Trust
0.560% due 05/15/16 "		523,170		523,520
0.770% due 01/15/16 "		212,799		213,077
HSI Asset Securitization Corp Trust 0.325% due 05/25/37 " §		208,796		196,312
Huntington Auto Trust
0.810% due 09/15/16 "		154,923		155,155
1.010% due 01/15/16 " ~		6,929		6,931
Hyundai Auto Lease Securitization Trust 1.260% due 09/17/18 " ~		145,000		144,909
Hyundai Auto Receivables Trust
0.720% due 03/15/16 "		9,666		9,668
0.730% due 06/15/18 "		565,000		564,764
0.750% due 09/17/18 "		215,000		214,467
0.810% due 03/15/18 "		840,000		842,310
3.510% due 11/15/17 "		290,000		298,302
John Deere Owner Trust 1.070% due 11/15/18 "		860,000		858,495
Kubota Credit Owner Trust 0.580% due 02/15/17 " ~		355,000		355,055
Mercedes-Benz Auto Lease Trust
0.620% due 07/15/16 "		520,000		520,428
0.720% due 12/17/18 "		240,000		240,323
MMAF Equipment Finance LLC 0.870% due 01/08/19 " ~		805,000		801,868
Motor PLC (United Kingdom)
0.635% due 08/25/21 " § ~		321,874		322,383
0.655% due 02/25/21 " § ~		217,500		217,688
1.286% due 02/25/20 " ~		61,667		61,761

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-33

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
MVW Owner Trust
2.150% due 04/22/30 " ~		$84,795		$85,240
2.250% due 09/20/31 " ~		275,000		274,922
Navistar Financial Dealer Note Master Trust
0.825% due 01/25/18 " § ~		535,000		535,427
0.835% due 09/25/18 " § ~		355,000		355,898
Nissan Auto Receivables Owner Trust
0.460% due 10/17/16 "		358,141		358,211
0.730% due 05/16/16 "		186,418		186,636
Sierra Timeshare Receivables Funding LLC
1.590% due 11/20/29 " ~		103,836		103,958
2.050% due 06/20/31 " ~		259,580		258,171
2.070% due 03/20/30 " ~		347,834		348,905
2.200% due 10/20/30 " ~		193,489		193,281
SMART Trust (Australia)
0.840% due 09/14/16 "		213,455		213,877
0.950% due 02/14/18 "		550,000		549,820
0.970% due 03/14/17 "		257,788		257,917
1.180% due 02/14/19 "		580,000		577,912
1.590% due 10/14/16 " ~		445,747		447,321
Synchrony Credit Card Master Note Trust
1.030% due 01/15/18 "		535,000		535,904
5.750% due 03/15/18 " ~		235,000		240,470
Toyota Auto Receivables Owner Trust 0.750% due 02/16/16 "		266,352		266,593
Volkswagen Auto Lease Trust 0.800% due 04/20/17 "		150,000		149,969
Volkswagen Auto Loan Enhanced Trust 0.850% due 08/22/16 "		85,844		86,004
Volkswagen Credit Auto Master Trust 1.400% due 07/22/19 " ~		615,000		612,852
Volvo Financial Equipment LLC 0.820% due 04/16/18 " ~		255,000		254,426
Wells Fargo Home Equity Trust 0.305% due 01/25/37 " §		252,478		233,408
Wheels SPV LLC
0.840% due 03/20/23 " ~		295,000		293,999
1.190% due 03/20/21 " ~		38,943		38,979
World Omni Auto Receivables Trust 0.640% due 02/15/17 "		474,460		475,065
World Omni Automobile Lease Securitization Trust 1.370% due 01/15/20 "		280,000		279,875
World Omni Master Owner Trust 0.504% due 02/15/18 " § ~		655,000		655,843
Total Asset-Backed Securities (Cost $38,979,273)				39,013,275
U.S. GOVERNMENT AGENCY ISSUES - 2.5%
Fannie Mae
0.375% due 07/05/16		605,000		603,808
0.625% due 08/26/16		2,305,000		2,303,811
Federal Home Loan Bank 0.625% due 12/28/16		440,000		439,248
Freddie Mac 0.875% due 10/14/16		2,770,000		2,782,271
Total U.S. Government Agency Issues (Cost $6,117,034)				6,129,138

	Principal Amount		Value
U.S. TREASURY OBLIGATIONS - 8.4%
U.S. Treasury Inflation Protected Securities - 3.4%
0.125% due 04/15/17 ^		$4,977,363		$5,047,160
0.500% due 04/15/15 ^		1,484,190		1,486,161
1.875% due 07/15/15 ^		1,965,948		2,010,796
				8,544,117
U.S. Treasury Notes - 5.0%
0.500% due 07/31/17		12,500,000		12,314,450
Total U.S. Treasury Obligations (Cost $21,001,437)				20,858,567
FOREIGN GOVERNMENT BONDS & NOTES - 1.6%
Iceland Government International (Iceland) 4.875% due 06/16/16 ~		985,000		1,027,200
Mexican Bonos (Mexico) 9.500% due 12/18/14		MXN 38,855,000		2,935,489
Total Foreign Government Bonds & Notes (Cost $3,996,276)				3,962,689
MUNICIPAL BONDS - 0.3%
State Board of Administration Finance Corp ‘A’ FL 1.298% due 07/01/16		$575,000		578,002
University of California 0.657% due 07/01/41 §		195,000		195,507
Total Municipal Bonds (Cost $770,000)				773,509
	Shares
SHORT-TERM INVESTMENT - 1.3%
Money Market Fund - 1.3%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		3,323,877		3,323,877
Total Short-Term Investment (Cost $3,323,877)				3,323,877
TOTAL INVESTMENTS - 99.9% (Cost $247,145,186)				247,470,190
OTHER ASSETS & LIABILITIES, NET - 0.1%				318,227
NET ASSETS - 100.0%				$247,788,417

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Corporate Bonds & Notes	50.8%
Mortgage-Backed Securities	19.2%
Asset-Backed Securities	15.8%
U.S. Treasury Obligations	8.4%
Others (each less than 3.0%)	5.7%
	99.9%
Other Assets & Liabilities, Net	0.1%
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-34

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

(b) Forward foreign currency contracts outstanding as of September 30, 2014 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
MXN	14,705,000	USD	1,107,513		11/14	RBS		($16,423	)
USD	1,113,602	MXN	14,705,000		11/14	RBS		22,512
Total Forward Foreign Currency Contracts								$6,089

(c) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014			Level 1 Quoted Price		Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$125,965,487			$—		$125,965,487			$—
	Mortgage-Backed Securities		47,443,648			—		47,443,648			—
	Asset-Backed Securities		39,013,275			—		39,013,275			—
	U.S. Government Agency Issues		6,129,138			—		6,129,138			—
	U.S. Treasury Obligations		20,858,567			—		20,858,567			—
	Foreign Government Bonds & Notes		3,962,689			—		3,962,689			—
	Municipal Bonds		773,509			—		773,509			—
	Short-Term Investment		3,323,877			3,323,877		—			—
	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		22,512			—		22,512			—
	Total Assets		247,492,702			3,323,877		244,168,825			—
Liabilities	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(16,423	)		—		(16,423	)		—
	Total Liabilities		(16,423	)		—		(16,423	)		—
	Total		$247,476,279			$3,323,877		$244,152,402			$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-35

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Principal Amount		Value
CORPORATE BONDS & NOTES - 25.1%
Azerbaijan - 0.3%
State Oil Co of the Azerbaijan Republic
4.750% due 03/13/23 ~		$200,000		$197,800
5.450% due 02/09/17 ~		200,000		209,500
				407,300
Bangladesh - 0.2%
Banglalink Digital Communications Ltd 8.625% due 05/06/19 ~		225,000		237,937
Barbados - 0.4%
Columbus International Inc 7.375% due 03/30/21 ~		585,000		610,594
Bermuda - 1.5%
Digicel Group Ltd
7.125% due 04/01/22 ~		350,000		350,175
8.250% due 09/30/20 ~		1,090,000		1,128,259
Digicel Ltd 6.000% due 04/15/21 ~		395,000		392,037
Ooredoo International Finance Ltd 7.875% due 06/10/19 ~		410,000		503,787
				2,374,258
Brazil - 0.3%
Banco Santander Brasil SA 8.000% due 03/18/16 ~		BRL 300,000		118,272
Banco Votorantim SA 6.250% due 05/16/16 ^ ~		300,000		145,248
Itau Unibanco Holding SA 10.500% due 11/23/15 ~		238,000		96,260
Oi SA 9.750% due 09/15/16 ~		300,000		112,242
				472,022
Canada - 0.6%
Pacific Rubiales Energy Corp
5.125% due 03/28/23 ~		$195,000		187,259
5.375% due 01/26/19 ~		120,000		122,100
5.625% due 01/19/25 ~		300,000		288,195
7.250% due 12/12/21 ~		270,000		294,975
				892,529
Cayman - 3.8%
Amber Circle Funding Ltd 3.250% due 12/04/22 ~		250,000		241,344
Central China Real Estate Ltd 8.000% due 01/28/20 ~		200,000		196,237
China Hongqiao Group Ltd 7.625% due 06/26/17 ~		200,000		206,084
China SCE Property Holdings Ltd
10.500% due 01/14/16 ~		CNY 1,000,000		166,072
11.500% due 11/14/17 ~		$300,000		316,875
China Shanshui Cement Group Ltd 10.500% due 04/27/17 ~		200,000		210,000
CIFI Holdings Group Co Ltd 12.250% due 04/15/18 ~		220,000		246,950
Comcel Trust 6.875% due 02/06/24 ~		245,000		259,088
Country Garden Holdings Co Ltd 7.500% due 01/10/23 ~		370,000		356,125
DEWA Sukuk Ltd 3.000% due 03/05/18 ~		200,000		206,500
Dubai DOF Sukuk Ltd 6.450% due 05/02/22 ~		50,000		59,500

	Principal Amount		Value
Dubai Holding Commercial Operations MTN Ltd 6.000% due 02/01/17		GBP  400,000		$669,531
Jafz Sukuk Ltd 7.000% due 06/19/19 ~		$250,000		287,700
Kaisa Group Holdings Ltd
8.875% due 03/19/18 ~		225,000		228,937
10.250% due 01/08/20 ~		225,000		235,125
KWG Property Holding Ltd 8.975% due 01/14/19 ~		230,000		228,850
Marfrig Overseas Ltd 9.500% due 05/04/20 ~		150,000		159,750
MIE Holdings Corp 7.500% due 04/25/19 ~		200,000		204,500
Nile Finance Ltd 5.250% due 08/05/15 ~		100,000		102,973
Shimao Property Holdings Ltd 6.625% due 01/14/20 ~		245,000		246,225
Sukuk Funding No 3 Ltd 4.348% due 12/03/18 ~		200,000		209,000
Sunac China Holdings Ltd
9.375% due 04/05/18 ~		300,000		305,640
12.500% due 10/16/17 ~		255,000		284,325
Times Property Holdings Ltd 12.625% due 03/21/19 ~		220,000		232,179
Yuzhou Properties Co Ltd
8.625% due 01/24/19 ~		200,000		197,130
11.750% due 10/25/17 ~		215,000		237,037
				6,293,677
Chile - 0.4%
Banco del Estado de Chile 4.125% due 10/07/20 ~		120,000		125,855
Corp Nacional del Cobre de Chile
3.750% due 11/04/20 ~		100,000		102,974
3.875% due 11/03/21 ~		200,000		205,578
Empresa Nacional del Petroleo
5.250% due 08/10/20 ~		100,000		107,280
6.250% due 07/08/19 ~		120,000		135,436
				677,123
Colombia - 0.5%
Colombia Telecomunicaciones SA ESP 5.375% due 09/27/22 ~		350,000		352,625
Ecopetrol SA 7.625% due 07/23/19		50,000		59,610
Emgesa SA ESP 8.750% due 01/25/21 ~		COP 238,000,000		128,085
Empresa de Telecomunicaciones de Bogota 7.000% due 01/17/23 ~		144,000,000		67,193
Empresas Publicas de Medellin ESP 8.375% due 02/01/21 ~		242,000,000		126,749
				734,262
Costa Rica - 0.1%
Instituto Costarricense de Electricidad 6.950% due 11/10/21 ~		$200,000		213,000
Georgia - 0.1%
Georgian Railway JSC 7.750% due 07/11/22 ~		200,000		225,500
Hong Kong - 0.3%
China Railway Resources Huitung Ltd 3.850% due 02/05/23 ~		210,000		205,442
Gemdale International Holding Ltd 9.150% due 07/26/15 ~		CNY 1,000,000		168,936
Industrial & Commercial Bank of China Asia Ltd 5.125% due 11/30/20 ~		$100,000		106,544
				480,922

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-36

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
India - 0.1%
Export-Import Bank of India 4.000% due 01/14/23 ~		$215,000		$214,422
Indonesia - 0.3%
P.T. Berau Coal Energy Tbk 7.250% due 03/13/17 ~		240,000		159,600
P.T. Pertamina Persero 6.000% due 05/03/42 ~		200,000		192,000
P.T. Perusahaan Listrik Negara 5.500% due 11/22/21 ~		200,000		209,500
				561,100
Ireland - 2.0%
Alfa Bank OJSC
7.500% due 09/26/19 ~		420,000		414,265
7.750% due 04/28/21 ~		200,000		202,020
8.625% due 04/26/16 ~		RUB 5,000,000		121,300
Brunswick Rail Finance Ltd 6.500% due 11/01/17 ~		$200,000		186,500
Credit Bank of Moscow 7.700% due 02/01/18 ~		400,000		392,500
Rosneft Oil Co 4.199% due 03/06/22 ~		400,000		344,500
Vimpel Communications 7.748% due 02/02/21 ~		400,000		414,000
Vnesheconombank
5.450% due 11/22/17 ~		150,000		149,625
6.025% due 07/05/22 ~		200,000		191,250
6.800% due 11/22/25 ~		370,000		364,450
6.902% due 07/09/20 ~		430,000		436,450
				3,216,860
Kazakhstan - 2.2%
Development Bank of Kazakhstan JSC 4.125% due 12/10/22 ~		420,000		399,000
Kazkommertsbank JSC
6.875% due 02/13/17		EUR 245,000		318,732
7.500% due 11/29/16 ~		$280,000		283,500
8.000% due 11/03/15 ~		180,000		183,600
8.500% due 05/11/18 ~		260,000		263,250
KazMunayGas National Co JSC
4.400% due 04/30/23 ~		200,000		192,740
5.750% due 04/30/43 ~		560,000		527,072
6.375% due 04/09/21 ~		200,000		216,540
7.000% due 05/05/20 ~		410,000		457,970
9.125% due 07/02/18 ~		130,000		152,587
11.750% due 01/23/15 ~		200,000		206,340
Zhaikmunai LLP 7.125% due 11/13/19 ~		435,000		457,837
				3,659,168
Luxembourg - 2.0%
Cosan Luxembourg SA 9.500% due 03/14/18 ~		BRL 300,000		110,305
Gazprom Neft OAO
4.375% due 09/19/22 ~		$200,000		173,250
6.000% due 11/27/23 ~		200,000		190,020
Gazprom OAO
4.950% due 02/06/28 ~		300,000		268,500
8.625% due 04/28/34 ~		45,000		52,651
MHP SA
8.250% due 04/02/20 ~		700,000		600,390
10.250% due 04/29/15 ~		200,000		196,040
Millicom International Cellular SA 6.625% due 10/15/21 ~		275,000		286,687
Minerva Luxembourg SA 12.250% due 02/10/22 ~		300,000		346,500

	Principal Amount		Value
Puma International Financing SA 6.750% due 02/01/21 ~		$400,000		$412,100
Sberbank of Russia 5.500% due 02/26/24 § ~		200,000		181,500
TMK OAO
6.750% due 04/03/20 ~		255,000		230,775
7.750% due 01/27/18 ~		300,000		302,250
				3,350,968
Malaysia - 0.2%
Axiata SPV1 Labuan Ltd 5.375% due 04/28/20 ~		100,000		110,605
Petronas Capital Ltd
5.250% due 08/12/19 ~		100,000		112,052
7.875% due 05/22/22 ~		115,000		149,818
				372,475
Mexico - 1.3%
America Movil SAB de CV 6.450% due 12/05/22		MXN 2,900,000		210,072
Cemex SAB de CV
5.700% due 01/11/25 ~		$200,000		192,340
5.875% due 03/25/19 ~		200,000		201,500
6.500% due 12/10/19 ~		325,000		336,375
Comision Federal de Electricidad
4.875% due 05/26/21 ~		200,000		213,100
5.750% due 02/14/42 ~		200,000		212,500
Petroleos Mexicanos
5.500% due 06/27/44		55,000		56,404
5.750% due 03/01/18		60,000		66,600
6.000% due 03/05/20		45,000		51,412
6.500% due 06/02/41		310,000		360,127
7.190% due 09/12/24 ~		MXN 1,750,000		131,912
8.000% due 05/03/19		$110,000		134,145
				2,166,487
Netherlands - 3.1%
Ajecorp BV 6.500% due 05/14/22 ~		235,000		215,143
FBN Finance Co BV
8.000% due 07/23/21 § ~		200,000		202,250
8.250% due 08/07/20 § ~		280,000		287,759
Hyva Global BV 8.625% due 03/24/16 ~		200,000		203,740
Indo Energy Finance II BV 6.375% due 01/24/23 ~		235,000		183,888
Kazakhstan Temir Zholy Finance BV 6.950% due 07/10/42 ~		100,000		108,554
Majapahit Holding BV
7.750% due 10/17/16 ~		110,000		122,237
7.750% due 01/20/20 ~		100,000		116,250
8.000% due 08/07/19 ~		100,000		117,250
Marfrig Holding Europe BV
6.875% due 06/24/19 ~		200,000		195,100
8.375% due 05/09/18 ~		205,000		211,150
Metinvest BV
8.750% due 02/14/18 ~		700,000		483,000
10.250% due 05/20/15 ~		360,000		281,772
New World Resources NV 7.875% due 05/01/18 ~		EUR 450,000		302,461
Nostrum Oil & Gas Finance BV 6.375% due 02/14/19 ~		$200,000		202,000
Polish Television Holding BV 11.000% PIK due 01/15/21 ~		EUR 225,000		336,336
VimpelCom Holdings BV
5.950% due 02/13/23 ~		$410,000		378,225
7.504% due 03/01/22 ~		525,000		537,469
9.000% due 02/13/18 ~		RUB 5,000,000		119,917
VTR Finance BV 6.875% due 01/15/24 ~		$500,000		518,750
				5,123,251

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-37

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
Nigeria - 0.1%
Access Bank PLC 9.250% due 06/24/21 § ~		$200,000		$208,000
Paraguay - 0.1%
Telefonica Celular del Paraguay SA 6.750% due 12/13/22 ~		225,000		234,113
Philippines - 0.4%
Development Bank of the Philippines 5.500% due 03/25/21 ~		200,000		220,500
Petron Corp 7.000% due 11/10/17		PHP 5,000,000		117,134
Power Sector Assets & Liabilities Management Corp
7.250% due 05/27/19 ~		$100,000		119,000
7.390% due 12/02/24 ~		200,000		255,500
				712,134
Singapore - 0.2%
Berau Capital Resources Pte Ltd 12.500% due 07/08/15 ~		100,000		78,000
Yanlord Land Group Ltd 10.625% due 03/29/18 ~		200,000		217,500
				295,500
South Africa - 0.4%
Edcon Proprietary Ltd
9.500% due 03/01/18 ~		EUR 275,000		291,766
9.500% due 03/01/18 ~		225,000		236,586
Transnet SOC Ltd 9.500% due 05/13/21 ~		ZAR 2,200,000		193,928
				722,280
Spain - 0.2%
CEMEX Espana SA 9.875% due 04/30/19 ~		$210,000		234,150
Turkey - 0.1%
Turkiye Garanti Bankasi AS 7.375% due 03/07/18 ~		TRY 300,000		117,865
United Arab Emirates - 0.4%
Anka a Sukuk Ltd 10.000% due 08/25/16 ~		AED 500,000		151,622
Dolphin Energy Ltd 5.888% due 06/15/19 ~		$61,750		67,925
Dubai Electricity & Water Authority 7.375% due 10/21/20 ~		100,000		122,000
Emirates Airline
4.500% due 02/06/25 ~		100,000		99,500
5.125% due 06/08/16 ~		200,000		210,872
				651,919
United Kingdom - 2.6%
Arcos Dorados Holdings Inc 10.250% due 07/13/16 ~		BRL 250,000		97,028
Ferrexpo Finance PLC 7.875% due 04/07/16 ~		$400,000		367,000
Franshion Development Ltd 6.750% due 04/15/21 ~		200,000		207,500
Genel Energy Finance PLC 7.500% due 05/14/19		200,000		198,500

	Principal Amount		Value
Oschadbank
8.250% due 03/10/16 ~		$200,000		$158,040
8.875% due 03/20/18 ~		200,000		153,540
Sea Trucks Group 9.000% due 03/26/18 ~		445,000		421,081
Sinochem Overseas Capital Co Ltd 4.500% due 11/12/20 ~		200,000		212,106
Sinopec Group Overseas Development Ltd 4.875% due 05/17/42 ~		200,000		210,453
Trillion Chance Ltd 8.500% due 01/10/19 ~		200,000		195,716
Tullow Oil PLC 6.000% due 11/01/20 ~		235,000		236,187
Ukreximbank 8.750% due 01/22/18 ~		240,000		184,248
Vedanta Resources PLC
6.000% due 01/31/19 ~		315,000		319,725
7.125% due 05/31/23 ~		315,000		324,056
8.250% due 06/07/21 ~		240,000		265,650
9.500% due 07/18/18 ~		350,000		402,500
Yingde Gases Investment Ltd 8.125% due 04/22/18 ~		225,000		230,062
				4,183,392
United States - 0.3%
Cemex Finance LLC 9.375% due 10/12/22 ~		440,000		498,300
Venezuela - 0.6%
Petroleos de Venezuela SA
4.900% due 10/28/14		740,722		727,759
5.250% due 04/12/17 ~		87,000		60,900
5.375% due 04/12/27 ~		76,000		38,076
9.750% due 05/17/35 ~		236,000		150,450
12.750% due 02/17/22 ~		90,000		75,263
				1,052,448
Total Corporate Bonds & Notes (Cost $42,388,450)				41,193,956
SENIOR LOAN NOTES - 1.1%
Dubai - 1.1%
Dubai World International
Term A
1.000% due 09/30/15 §		458,613		375,298
Term B
1.000% PIK due 09/30/18 §		1,724,311		1,411,061
				1,786,359
Total Senior Loan Notes (Cost $1,829,548)				1,786,359
FOREIGN GOVERNMENT BONDS & NOTES - 57.1%
Argentina - 0.6%
Argentina Boden 7.000% due 10/03/15		685,100		640,568
Argentine Republic Government
2.500% due 12/31/38		622,217		337,553
8.280% due 12/31/33 W		42,221		35,677
8.750% due 06/02/17		8,777		7,790
				1,021,588
Azerbaijan - 0.1%
Republic of Azerbaijan 4.750% due 03/18/24 ~		200,000		205,000

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-38

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
Belarus - 0.7%
Republic of Belarus
8.750% due 08/03/15 ~		$560,000		$574,112
8.950% due 01/26/18 ~		560,000		598,500
				1,172,612
Bolivia - 0.1%
Bolivian Government 4.875% due 10/29/22 ~		100,000		102,750
Brazil - 7.4%
Banco Nacional de Desenvolvimento Economico e Social 6.500% due 06/10/19 ~		170,000		191,887
Brazil Letras do Tesouro Nacional 12.431% due 01/01/17		BRL 9,380,000		2,943,563
Brazil Notas do Tesouro Nacional ‘F’
10.000% due 01/01/21		4,023,000		1,533,237
10.000% due 01/01/23		10,430,000		3,901,666
10.000% due 01/01/25		7,490,000		2,744,193
Brazilian Government
2.625% due 01/05/23		$200,000		180,500
4.250% due 01/07/25		375,000		371,719
4.875% due 01/22/21		100,000		106,800
5.875% due 01/15/19		90,000		101,700
8.875% due 04/15/24		50,000		68,375
				12,143,640
Chile - 0.1%
Chile Government 6.000% due 01/01/20 ~		CLP 60,000,000		109,378
Colombia - 3.8%
Colombia Government
4.375% due 03/21/23		COP 38,000,000		16,260
6.125% due 01/18/41		$340,000		400,010
6.125% due 01/18/41		190,000		223,535
7.375% due 01/27/17		100,000		113,500
7.375% due 03/18/19		240,000		287,400
7.375% due 09/18/37		200,000		268,500
7.750% due 04/14/21		COP 772,000,000		415,737
8.125% due 05/21/24		$240,000		319,200
9.850% due 06/28/27		COP 227,000,000		141,985
11.750% due 02/25/20		$202,000		287,850
12.000% due 10/22/15		COP 305,000,000		161,500
Colombian TES
6.000% due 04/28/28		2,133,900,000		943,766
7.000% due 09/11/19		595,900,000		307,241
7.000% due 05/04/22		2,958,900,000		1,488,411
7.500% due 08/26/26		784,400,000		398,910
10.000% due 07/24/24		799,400,000		482,590
				6,256,395
Costa Rica - 0.3%
Costa Rica Government
4.250% due 01/26/23 ~		$200,000		185,500
4.375% due 04/30/25 ~		290,000		264,625
5.625% due 04/30/43 ~		90,000		77,850
				527,975
Croatia - 0.7%
Croatia Government
6.250% due 04/27/17 ~		200,000		213,000
6.375% due 03/24/21 ~		240,000		261,600
6.625% due 07/14/20 ~		350,000		386,750
6.750% due 11/05/19 ~		200,000		221,500
				1,082,850

	Principal Amount		Value
Dominican Republic - 0.5%
Dominican Republic
5.875% due 04/18/24 ~		$160,000		$165,600
6.600% due 01/28/24 ~		100,000		107,500
7.450% due 04/30/44 ~		130,000		140,400
7.500% due 05/06/21 ~		350,000		395,500
				809,000
Ecuador - 0.3%
Ecuador Government
7.950% due 06/20/24 ~		400,000		418,000
9.375% due 12/15/15 ~		100,000		105,500
				523,500
Egypt - 0.2%
Egypt Government 5.750% due 04/29/20 ~		300,000		315,810
El Salvador - 0.3%
El Salvador Government
5.875% due 01/30/25 ~		165,000		162,938
6.375% due 01/18/27 ~		30,000		30,150
7.650% due 06/15/35 ~		195,000		208,163
8.250% due 04/10/32 ~		50,000		58,125
				459,376
Gabon - 0.3%
Gabonese Republic 6.375% due 12/12/24 ~		400,000		428,000
Georgia - 0.1%
Georgia Government 6.875% due 04/12/21 ~		200,000		224,000
Guatemala - 0.1%
Guatemala Government 4.875% due 02/13/28 ~		200,000		205,500
Hungary - 2.5%
Hungary Government
4.125% due 02/19/18		264,000		273,406
4.750% due 02/03/15		81,000		82,064
5.375% due 02/21/23		480,000		508,800
5.375% due 03/25/24		254,000		268,605
5.750% due 11/22/23		500,000		544,375
6.000% due 11/24/23		HUF 77,750,000		350,949
6.250% due 01/29/20		$316,000		352,735
6.500% due 06/24/19		HUF 36,920,000		168,597
6.750% due 11/24/17		145,800,000		664,088
7.000% due 06/24/22		62,840,000		299,494
7.625% due 03/29/41		$416,000		532,480
				4,045,593
Indonesia - 2.4%
Indonesia Government
4.875% due 05/05/21 ~		200,000		209,000
5.875% due 03/13/20 ~		100,000		110,125
6.875% due 01/17/18 ~		375,000		424,219
11.625% due 03/04/19 ~		200,000		267,000
Indonesia Treasury
5.250% due 05/15/18		IDR 1,414,000,000		105,784
6.250% due 04/15/17		3,557,000,000		282,532
6.625% due 05/15/33		2,830,000,000		183,774
7.000% due 05/15/27		1,249,000,000		89,157
8.375% due 03/15/24		6,346,000,000		518,851

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-39

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
8.375% due 03/15/34		IDR 6,439,000,000		$500,624
9.000% due 03/15/29		10,289,000,000		861,316
10.500% due 08/15/30		1,249,000,000		117,719
Perusahaan Penerbit SBSN Indonesia 6.125% due 03/15/19 ~		$200,000		221,500
				3,891,601
Iraq - 0.1%
Republic of Iraq 5.800% due 01/15/28 ~		280,000		252,700
Ivory Coast - 1.1%
Ivory Coast Government
5.375% due 07/23/24 ~		390,000		373,913
5.750% due 12/31/32 § ~		1,500,000		1,438,125
				1,812,038
Kazakhstan - 0.1%
Kazatomprom Natsionalnaya Atomnaya Kompaniya AO 6.250% due 05/20/15 ~		100,000		102,819
Kenya - 0.1%
Kenya Government 6.875% due 06/24/24		200,000		210,900
Latvia - 0.2%
Republic of Latvia 2.750% due 01/12/20 ~		300,000		295,875
Lebanon - 1.2%
Lebanon Government
4.100% due 06/12/15 ~		188,000		189,230
5.150% due 11/12/18 ~		50,000		50,500
5.450% due 11/28/19 ~		100,000		101,395
6.000% due 01/27/23 ~		70,000		70,805
6.100% due 10/04/22 ~		463,000		473,418
6.375% due 03/09/20		259,000		271,950
6.600% due 11/27/26 ~		490,000		503,475
8.250% due 04/12/21 ~		274,000		316,141
				1,976,914
Lithuania - 0.7%
Lithuania Government
5.125% due 09/14/17 ~		100,000		109,750
6.125% due 03/09/21 ~		290,000		336,037
6.625% due 02/01/22 ~		200,000		238,750
7.375% due 02/11/20 ~		380,000		459,800
				1,144,337
Malaysia - 2.6%
Malaysia Government
3.394% due 03/15/17		MYR 2,082,000		633,523
3.418% due 08/15/22		1,500,000		443,509
3.492% due 03/31/20		1,740,000		523,743
3.502% due 05/31/27		140,000		39,747
3.580% due 09/28/18		1,390,000		423,753
3.654% due 10/31/19		2,019,000		614,740
4.012% due 09/15/17		1,745,000		538,740
4.048% due 09/30/21		1,212,000		374,857
4.160% due 07/15/21		728,000		226,063
4.181% due 07/15/24		433,000		134,721
4.378% due 11/29/19		219,000		68,851
4.392% due 04/15/26		380,000		118,705

	Principal Amount		Value
4.498% due 04/15/30		MYR 140,000		$44,080
5.248% due 09/15/28		180,000		60,644
				4,245,676
Mexico - 3.7%
Mexican Bonos
7.500% due 06/03/27		MXN 13,070,000		1,066,505
7.750% due 05/29/31		12,280,000		1,011,623
7.750% due 11/13/42		3,350,000		273,908
8.500% due 05/31/29		12,210,000		1,073,807
8.500% due 11/18/38		3,160,000		279,115
10.000% due 12/05/24		2,020,000		194,580
10.000% due 11/20/36		4,700,000		474,053
Mexican Udibonos 4.000% due 11/15/40 ^		8,700,100		693,008
Mexico Government
4.750% due 03/08/44		$170,000		169,575
5.750% due 10/12/10		120,000		124,500
5.950% due 03/19/19		180,000		205,920
6.050% due 01/11/40		112,000		132,720
6.750% due 09/27/34		340,000		433,500
				6,132,814
Morocco - 0.3%
Morocco Government
4.250% due 12/11/22 ~		300,000		299,310
5.500% due 12/11/42 ~		200,000		200,000
				499,310
Nigeria - 0.1%
Nigeria Government 16.000% due 06/29/19		NGN 30,160,000		210,853
Pakistan - 0.6%
Pakistan Government
6.875% due 06/01/17 ~		$150,000		154,125
7.125% due 03/31/16 ~		100,000		101,770
7.250% due 04/15/19 ~		400,000		405,500
8.250% due 04/15/24 ~		400,000		402,000
				1,063,395
Panama - 0.4%
Panama Government
4.300% due 04/29/53		40,000		34,700
6.700% due 01/26/36		270,000		332,775
8.875% due 09/30/27		90,000		128,925
9.375% due 04/01/29		70,000		104,125
				600,525
Paraguay - 0.1%
Republic of Paraguay 4.625% due 01/25/23 ~		200,000		204,700
Peru - 1.2%
Peruvian Government
6.850% due 02/12/42 ~		PEN 188,000		65,823
6.900% due 08/12/37 ~		769,000		269,218
6.950% due 08/12/31 ~		106,000		38,181
7.125% due 03/30/19		$40,000		47,800
7.350% due 07/21/25		408,000		533,460
8.200% due 08/12/26 ~		PEN 1,317,000		543,833
8.750% due 11/21/33		$290,000		442,250
				1,940,565
Philippines - 1.2%
Philippine Government
3.900% due 11/26/22		PHP 10,000,000		220,322
4.000% due 01/15/21		$380,000		401,375

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-40

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
4.950% due 01/15/21		PHP 5,000,000		$116,846
6.250% due 01/14/36		10,000,000		239,820
7.750% due 01/14/31		$320,000		446,000
9.500% due 02/02/30		297,000		464,434
10.625% due 03/16/25		100,000		157,500
				2,046,297
Poland - 2.4%
Poland Government
2.750% due 08/25/23 ^		PLN 294,795		97,937
3.000% due 08/24/16 ^		515,886		161,246
3.000% due 03/17/23		$38,000		36,836
3.250% due 07/25/25		PLN 1,193,000		367,260
4.000% due 10/25/23		1,475,000		481,287
4.750% due 04/25/17		171,000		55,130
5.000% due 03/23/22		$139,000		153,074
5.250% due 10/25/20		PLN 496,000		172,390
5.500% due 10/25/19		1,021,000		353,951
5.750% due 10/25/21		1,104,000		397,094
5.750% due 09/23/22		3,079,000		1,119,403
5.750% due 04/25/29		210,000		81,734
6.375% due 07/15/19		$336,000		395,640
				3,872,982
Romania - 1.2%
Romania Government
4.375% due 08/22/23 ~		604,000		620,761
4.750% due 06/24/19		RON 110,000		33,338
5.600% due 11/28/18		110,000		34,437
5.750% due 04/29/20		340,000		106,735
5.900% due 07/26/17		720,000		222,498
5.950% due 06/11/21		60,000		19,287
6.125% due 01/22/44 ~		$70,000		80,611
6.750% due 02/07/22 ~		682,000		809,023
				1,926,690
Russia - 1.9%
Russian Federal
6.200% due 01/31/18		RUB 6,065,000		140,765
6.400% due 05/27/20		12,112,000		274,410
6.700% due 05/15/19		3,982,000		91,054
6.800% due 12/11/19		11,438,000		263,014
7.000% due 01/25/23		10,450,000		231,164
7.000% due 08/16/23		3,521,000		77,416
7.050% due 01/19/28		13,072,000		276,653
7.400% due 06/14/17		10,263,000		248,307
7.500% due 03/15/18		6,121,000		147,243
7.500% due 02/27/19		13,077,000		310,412
7.600% due 04/14/21		21,295,000		498,278
7.600% due 07/20/22		7,183,000		165,806
8.150% due 02/03/27		4,094,000		96,053
Russian Foreign 7.500% due 03/31/30 § ~		$242,490		272,251
				3,092,826
Senegal - 0.1%
Senegal Government 8.750% due 05/13/21 ~		200,000		234,000
Serbia - 0.5%
Republic of Serbia
5.875% due 12/03/18 ~		200,000		209,500
7.250% due 09/28/21 ~		600,000		671,628
				881,128
South Africa - 5.6%
South Africa Government
5.500% due 03/09/20		300,000		324,375
5.875% due 05/30/22		300,000		333,000

	Principal Amount		Value
6.250% due 03/31/36		ZAR 4,408,300		$293,608
6.500% due 02/28/41		3,728,340		248,895
6.875% due 05/27/19		$310,000		353,437
7.000% due 02/28/31		ZAR 17,901,030		1,349,448
7.750% due 02/28/23		15,570,960		1,349,686
8.000% due 12/21/18		14,224,240		1,282,378
8.000% due 01/31/30		4,891,330		407,360
8.250% due 09/15/17		17,159,350		1,563,391
8.500% due 01/31/37		1,800,000		152,948
8.750% due 02/28/48		2,068,000		178,945
10.500% due 12/21/26		12,893,010		1,331,334
				9,168,805
Sri Lanka - 0.2%
Sri Lanka Government 6.250% due 10/04/20 ~		$240,000		256,200
Thailand - 2.1%
Thailand Government
1.200% due 07/14/21 ^ ~		THB 14,741,611		444,035
1.250% due 03/12/28 ^ ~		6,606,912		188,633
3.625% due 06/16/23		27,973,000		880,333
3.650% due 12/17/21		12,110,000		384,100
3.875% due 06/13/19		48,140,000		1,548,294
				3,445,395
Turkey - 4.7%
Turkey Government
3.000% due 02/23/22 ^		TRY 2,181,007		1,018,867
4.000% due 04/01/20 ^		947,482		460,308
4.875% due 04/16/43		$200,000		181,400
5.625% due 03/30/21		100,000		106,750
5.750% due 03/22/24		200,000		213,340
6.750% due 04/03/18		570,000		632,700
6.750% due 05/30/40		110,000		125,153
6.875% due 03/17/36		190,000		218,510
7.000% due 09/26/16		110,000		120,531
7.000% due 03/11/19		100,000		112,375
7.000% due 06/05/20		25,000		28,408
7.100% due 03/08/23		TRY 1,832,550		686,235
7.375% due 02/05/25		$295,000		351,050
7.500% due 07/14/17		120,000		134,850
7.500% due 11/07/19		100,000		115,150
8.300% due 06/20/18		TRY 1,409,550		594,704
8.500% due 09/14/22		1,258,320		514,316
8.800% due 09/27/23		1,466,580		608,458
9.000% due 07/24/24		600,000		252,619
9.500% due 01/12/22		978,590		426,203
10.400% due 03/27/19		1,197,390		541,746
10.400% due 03/20/24		560,000		256,441
				7,700,114
Ukraine - 0.9%
Ukraine Government
7.500% due 04/17/23 ~		$460,000		388,217
7.750% due 09/23/20 ~		100,000		86,145
7.800% due 11/28/22 ~		300,000		258,810
7.950% due 02/23/21 ~		200,000		171,250
9.250% due 07/24/17 ~		650,000		574,437
				1,478,859
United Arab Emirates - 0.1%
Emirate of Dubai Government 5.250% due 01/30/43 ~		200,000		187,000

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-41

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
Uruguay - 1.2%
Uruguay Government
3.700% due 06/26/37 ^		UYU 3,972,231		$166,661
4.125% due 11/20/45		$177,374		151,211
4.250% due 04/05/27 ^		UYU 6,918,273		309,215
4.375% due 12/15/28 ^		7,101,194		323,063
4.500% due 08/14/24 ^		$329,235		345,697
5.000% due 09/14/18 ^		UYU 1,103,648		48,549
7.625% due 03/21/36		$162,000		215,865
7.875% PIK due 01/15/33		258,000		347,010
				1,907,271
Venezuela - 1.7%
Venezuela Government
5.750% due 02/26/16 ~		50,000		42,750
6.000% due 12/09/20 ~		62,000		38,595
7.650% due 04/21/25		70,000		43,400
7.750% due 10/13/19 ~		215,000		149,962
8.250% due 10/13/24 ~		107,000		68,748
8.500% due 10/08/14		316,000		312,682
9.000% due 05/07/23 ~		200,000		136,000
9.250% due 09/15/27		185,000		128,113
9.250% due 05/07/28 ~		219,000		145,088
11.750% due 10/21/26 ~		952,700		741,201
11.950% due 08/05/31 ~		1,035,300		799,769
12.750% due 08/23/22 ~		237,000		198,488
				2,804,796
Vietnam - 0.3%
Vietnam Government
6.750% due 01/29/20 ~		300,000		340,875
6.875% due 01/15/16 ~		100,000		106,375
				447,250
Total Foreign Government Bonds & Notes (Cost $97,209,942)				93,667,602
SHORT-TERM INVESTMENTS - 15.3%
Foreign Government Issues - 0.5%
Nigeria OMO Bills (Nigeria)
10.731% due 11/27/14		NGN 52,900,000		318,706
Nigeria Treasury Bills (Nigeria)
10.858% due 10/09/14		36,000,000		219,272
10.031% due 10/23/14		26,300,000		159,545
10.411% due 11/06/14		33,100,000		199,968
				897,491

	Shares		Value
Money Market Fund - 14.8%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		24,324,620		$24,324,620
Total Short-Term Investments (Cost $25,230,787)				25,222,111
TOTAL INVESTMENTS - 98.6% (Cost $166,658,727)				161,870,028
OTHER ASSETS & LIABILITIES, NET - 1.4%				2,249,110
NET ASSETS - 100.0%				$164,119,138

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Foreign Government Bonds & Notes	57.1%
Corporate Bonds & Notes	25.1%
Short-Term Investments	15.3%
Others (each less than 3.0%)	1.1%
	98.6%
Other Assets & Liabilities, Net	1.4%
	100.0%

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

(c) An investment with a value of $35,677 or less than 0.1% of the fund’s net assets was in default as of September 30, 2014.

(d) Forward foreign currency contracts outstanding as of September 30, 2014 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized   Appreciation   (Depreciation)
BRL	5,156,754	USD	2,135,302		10/14	BRC		($29,782	)
BRL	3,044,547	USD	1,332,114		10/14	HSB		(89,016	)
BRL	673,648	USD	288,500		10/14	MER		(13,448	)
BRL	3,313,974	USD	1,340,000		11/14	BNP		460
BRL	1,165,600	USD	470,000		11/14	BRC		1,470
BRL	953,238	USD	390,000		11/14	MSC		(4,427	)
CLP	48,241,215	USD	81,180		10/14	BNP		(748	)
CLP	243,624,137	USD	425,396		10/14	DUB		(19,203	)
CLP	1,088,088,750	USD	1,845,000		10/14	GSC		(26,958	)
CLP	72,298,372	USD	125,370		10/14	MER		(4,827	)
CLP	54,029,700	USD	90,000		10/14	MER		83
CLP	33,270,000	USD	56,843		10/14	SCB		(1,372	)
CLP	1,088,088,750	USD	1,799,237		01/15	UBS		719

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-42

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized   Appreciation   (Depreciation)
CNH	8,448,820	USD	1,365,000		03/15	HSB		($13,418	)
CNH	3,847,871	USD	608,455		03/15	HSB		7,100
CNH	5,632,467	USD	903,413		03/15	SCB		(3,256	)
CNH	12,427,231	USD	1,950,616		03/17	HSB		(16,130	)
CNH	5,705,178	USD	894,579		03/17	SCB		(6,769	)
CNY	1,175,507	USD	190,860		10/14	BNP		63
CNY	800,150	USD	130,000		10/14	JPM		(42	)
CNY	1,000,000	USD	162,048		10/14	JPM		369
CNY	4,788,488	USD	772,730		10/14	MSC		5,003
CNY	20,490,291	USD	3,318,266		10/14	UBS		9,710
COP	207,380,250	USD	104,500		10/14	BNP		(2,366	)
COP	466,302,000	USD	230,000		10/14	CSF		(347	)
COP	471,649,011	USD	252,096		10/14	JPM		(19,810	)
COP	2,025,791,781	USD	1,073,580		10/14	MER		(75,882	)
COP	3,179,809,483	USD	1,617,946		10/14	SCB		(50,160	)
CZK	7,076,006	USD	338,403		10/14	BRC		(13,197	)
CZK	16,686,330	USD	819,484		10/14	CIT		(52,596	)
EUR	53,578	USD	69,462		10/14	BNP		(1,784	)
EUR	154,458	USD	205,141		10/14	BRC		(10,033	)
EUR	2,463,491	USD	3,195,119		10/14	DUB		(82,938	)
EUR	57,958	USD	77,625		10/14	GSC		(4,414	)
EUR	730,135	USD	974,454		10/14	MER		(52,166	)
EUR	1,006,977	USD	1,306,743		10/14	UBS		(34,608	)
GBP	53,213	USD	86,845		10/14	GSC		(590	)
HUF	80,403,063	USD	351,397		10/14	BNP		(24,716	)
HUF	200,743,733	USD	856,262		10/14	BRC		(40,884	)
HUF	7,336,974	USD	30,000		10/14	MER		(199	)
IDR	3,260,452,359	USD	271,070		10/14	BNP		(4,967	)
IDR	5,289,110,755	USD	447,736		10/14	HSB		(16,063	)
ILS	173,845	USD	49,388		10/14	BRC		(2,178	)
ILS	2,168,175	USD	632,640		10/14	MER		(43,838	)
INR	8,481,488	USD	138,090		10/14	DUB		(1,729	)
INR	120,507,915	USD	1,962,386		10/14	HSB		(24,923	)
INR	112,746,000	USD	1,849,205		10/14	SCB		(36,534	)
INR	31,870,640	USD	513,711		11/14	ANZ		(4,483	)
INR	9,304,500	USD	150,000		11/14	CIT		(1,333	)
INR	16,570,452	USD	268,870		11/14	DUB		(4,108	)
INR	24,660,000	USD	398,513		12/14	BNP		(7,300	)
INR	16,516,259	USD	266,800		12/14	CIT		(4,782	)
KRW	104,440,000	USD	100,000		10/14	JPM		(1,177	)
KRW	994,700,000	USD	964,717		10/14	UBS		(23,516	)
KRW	3,623,866,350	USD	3,494,567		11/14	BRC		(69,390	)
KRW	209,526,912	USD	202,090		11/14	CIT		(4,051	)
MXN	3,407,626	USD	258,310		10/14	BNP		(5,169	)
MXN	12,592,956	USD	963,734		10/14	BRC		(28,247	)
MXN	28,723,383	USD	2,204,996		10/14	CIT		(71,235	)
MXN	3,372,600	USD	256,423		10/14	DUB		(5,884	)
MXN	24,215,040	USD	1,827,560		10/14	GSC		(28,708	)
MXN	3,486,757	USD	260,000		10/14	JPM		(981	)
MXN	12,794,321	USD	972,673		10/14	MER		(22,227	)
MXN	27,895,368	USD	2,135,449		10/14	UBS		(63,198	)
MYR	4,010,772	USD	1,252,621		10/14	JPM		(32,742	)
MYR	2,926,241	USD	913,879		11/14	DUB		(25,337	)
MYR	2,700,000	USD	827,967		12/14	UBS		(10,077	)
PEN	490,268	USD	173,700		10/14	CIT		(5,080	)
PEN	292,766	USD	103,781		10/14	MSC		(3,089	)
PEN	142,023	USD	48,497		11/14	DUB		278
PEN	523,801	USD	179,138		11/14	MER		749
PEN	123,981	USD	42,271		11/14	MSC		307
PHP	23,733,880	USD	548,000		10/14	ANZ		(19,550	)
PHP	747,212	USD	16,631		10/14	BNP		7
PHP	23,010,833	USD	527,945		10/14	BRC		(15,594	)
PHP	10,596,000	USD	241,945		10/14	DUB		(6,019	)
PHP	25,907,000	USD	582,088		11/14	ANZ		(5,689	)
PHP	4,040,100	USD	90,000		11/14	JPM		(113	)
PLN	1,965,605	USD	598,631		10/14	BNP		(5,966	)
PLN	2,481,895	USD	783,773		10/14	BRC		(35,437	)
PLN	1,000,000	USD	322,622		10/14	CIT		(21,105	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-43

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized   Appreciation   (Depreciation)
PLN	1,060,166	USD	325,633		10/14	DUB		($5,888	)
PLN	1,640,000	USD	530,170		10/14	GSC		(35,680	)
PLN	690,386	USD	210,000		10/14	MER		(1,836	)
PLN	3,345,093	USD	1,068,800		10/14	MSC		(60,195	)
PLN	2,268,010	USD	712,315		11/14	ING		(29,333	)
RON	2,933,236	USD	883,748		10/14	BRC		(45,832	)
RON	585,231	USD	171,620		10/14	CIT		(4,441	)
RON	1,075,998	USD	322,160		10/14	MER		(14,788	)
RUB	64,759,934	USD	1,773,890		10/14	BRC		(149,225	)
RUB	37,767,407	USD	1,008,073		10/14	CSF		(60,582	)
RUB	9,871,400	USD	250,000		10/14	MSC		(2,351	)
RUB	17,173,538	USD	465,105		11/14	MSC		(36,739	)
RUB	47,866,644	USD	1,222,491		12/14	MSC		(35,770	)
SGD	4,650,906	USD	3,680,825		11/14	DUB		(35,158	)
SGD	152,448	USD	120,000		11/14	GSC		(502	)
SGD	156,578	USD	124,160		11/14	JPM		(1,424	)
THB	24,474,380	USD	762,000		10/14	BRC		(8,372	)
THB	4,045,124	USD	125,479		10/14	DUB		(919	)
THB	3,753,180	USD	116,000		10/14	JPM		(430	)
THB	4,500,864	USD	139,518		10/14	MER		(925	)
THB	24,191,025	USD	750,000		10/14	MSC		(5,097	)
THB	15,839,000	USD	489,311		11/14	ANZ		(2,183	)
THB	15,547,412	USD	485,857		11/14	BRC		(7,697	)
THB	12,947,100	USD	404,344		11/14	GSC		(6,157	)
THB	4,705,717	USD	145,180		12/14	BRC		(668	)
THB	17,900,500	USD	552,093		12/14	GSC		(2,371	)
TRY	413,550	USD	180,000		10/14	DUB		94
TRY	1,569,643	USD	718,753		10/14	HSB		(35,201	)
TRY	2,743,393	USD	1,257,640		10/14	MER		(62,941	)
TRY	518,489	USD	233,008		11/14	HSB		(8,675	)
TWD	5,486,537	USD	181,700		10/14	JPM		(1,303	)
TWD	50,598,200	USD	1,675,160		10/14	UBS		(11,492	)
TWD	33,723,929	USD	1,116,502		11/14	HSB		(7,302	)
USD	2,075,000	BRL	4,937,354		10/14	HSB		59,062
USD	1,723,080	BRL	3,937,593		10/14	MSC		115,347
USD	2,116,546	BRL	5,156,754		11/14	BRC		30,706
USD	1,427,260	BRL	3,529,613		11/14	CSF		(423	)
USD	1,820,000	BRL	4,401,761		11/14	CSF		39,544
USD	418,828	BRL	1,023,281		11/14	MSC		4,924
USD	1,817,115	CLP	1,088,088,750		10/14	UBS		(926	)
USD	1,977,351	CNH	12,296,691		03/15	HSB		10,215
USD	905,178	CNH	5,632,467		03/15	SCB		5,020
USD	598,192	CNH	3,847,871		03/17	HSB		(787	)
USD	1,365,000	CNH	8,579,360		03/17	HSB		29,492
USD	903,413	CNH	5,705,178		03/17	SCB		15,603
USD	1,127,401	COP	2,183,217,269		10/14	CSF		52,171
USD	509,968	COP	971,029,233		10/14	DUB		31,738
USD	237,659	COP	482,804,419		10/14	GSC		(121	)
USD	1,215,032	COP	2,364,994,417		10/14	GSC		48,541
USD	236,853	COP	458,488,766		10/14	HSB		11,049
USD	716,200	COP	1,444,252,500		10/14	SCB		4,908
USD	1,160,000	CZK	23,863,143		10/14	BRC		63,273
USD	435,148	EUR	338,304		10/14	BNP		7,775
USD	3,627,277	EUR	2,737,224		10/14	BRC		169,365
USD	762,905	EUR	560,118		10/14	DUB		55,377
USD	101,958	EUR	80,000		10/14	GSC		893
USD	751,285	EUR	551,758		10/14	HSB		54,318
USD	9,133,407	EUR	6,945,762		10/14	MER		358,735
USD	2,978,870	EUR	2,270,035		11/14	CIT		110,509
USD	2,035,274	EUR	1,545,103		11/14	MER		82,918
USD	3,058,781	EUR	2,330,539		11/14	UBS		113,968
USD	780,042	GBP	455,874		10/14	DUB		41,096
USD	19,650	HUF	4,834,056		10/14	BNP		15
USD	40,329	HUF	9,779,828		10/14	CIT		605
USD	510,000	HUF	118,059,900		10/14	DUB		30,318
USD	216,344	HUF	50,630,967		10/14	HSB		10,692
USD	360,000	HUF	86,583,600		10/14	JPM		8,316
USD	296,328	HUF	71,854,828		10/14	MER		4,379
USD	300,000	HUF	71,914,800		10/14	MSC		7,897

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-44

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized   Appreciation   (Depreciation)
USD	162,115	HUF	39,079,332		11/14	CIT		$3,464
USD	47,589	HUF	11,459,395		11/14	JPM		1,067
USD	70,000	IDR	828,100,000		10/14	BNP		2,414
USD	437,699	IDR	5,199,049,192		10/14	HSB		13,376
USD	911,899	IDR	10,964,400,000		10/14	JPM		17,033
USD	740,000	MXN	9,772,279		10/14	CIT		14,051
USD	189,678	MXN	2,546,242		10/14	CSF		526
USD	857,770	MXN	11,282,443		10/14	DUB		19,636
USD	743,945	MXN	9,881,040		10/14	GSC		9,916
USD	1,195,000	MXN	15,924,092		10/14	JPM		12,054
USD	2,300,000	MXN	30,849,210		10/14	MSC		8,319
USD	256,704	MYR	817,419		10/14	BRC		8,085
USD	31,876	MYR	101,747		10/14	CIT		929
USD	279,462	MYR	893,299		10/14	DUB		7,764
USD	54,728	MYR	174,675		10/14	JPM		1,600
USD	33,014	PEN	95,541		10/14	BNP		154
USD	369,632	PEN	1,052,997		10/14	DUB		7,470
USD	122,155	PLN	398,015		10/14	BNP		2,147
USD	557,895	PLN	1,743,608		10/14	CIT		32,166
USD	44,602	PLN	147,876		10/14	DUB		15
USD	72,924	PLN	240,776		10/14	MER		326
USD	448,454	PLN	1,452,033		11/14	UBS		11,193
USD	73,621	RON	250,039		11/14	JPM		2,329
USD	29,952	RON	101,723		11/14	MER		949
USD	407,648	RUB	15,420,729		10/14	CSF		20,780
USD	891,087	RUB	34,278,030		10/14	MSC		31,137
USD	253,301	TRY	581,486		10/14	BNP		74
USD	500,000	TRY	1,139,355		10/14	CIT		3,831
USD	298,796	TRY	680,208		10/14	CSF		2,577
USD	797,262	TRY	1,731,940		10/14	HSB		43,032
USD	462,727	TRY	1,042,070		10/14	MER		8,924
USD	594,203	TRY	1,303,096		11/14	BNP		30,397
USD	490,000	TRY	1,123,722		11/14	CIT		3,803
USD	1,112,924	ZAR	11,956,330		10/14	BRC		58,925
USD	318,974	ZAR	3,583,546		10/14	DUB		3,070
USD	908,703	ZAR	9,829,209		10/14	GSC		42,218
USD	359,534	ZAR	3,864,342		10/14	HSB		18,876
USD	154,307	ZAR	1,756,911		10/14	MER		(571	)
USD	230,000	ZAR	2,464,910		10/14	MER		12,708
USD	800,708	ZAR	8,646,971		10/14	MSC		38,443
USD	447,166	ZAR	4,953,774		10/14	UBS		10,470
USD	251,452	ZAR	2,730,622		11/14	UBS		11,815
ZAR	10,203,949	USD	944,370		10/14	CIT		(44,850	)
ZAR	2,700,573	USD	245,490		10/14	HSB		(7,423	)
ZAR	5,364,268	USD	480,000		10/14	MER		(7,118	)
Total Forward Foreign Currency Contracts								$21,643

(e) Swap agreements outstanding as of September 30, 2014 were as follows:

Interest Rate Swaps

Floating Rate Index	Counter- party		Pay/Receive Floating Rate		Fixed Rate		Expiration Date		Notional Amount		Value			Upfront Premiums Paid (Received)		Unrealized Appreciation (Depreciation)
3-Month ZAR JIBAR		BRC		Pay		6.580%		11/07/16		ZAR 6,800,000		($4,365	)		$—		($4,365	)
Brazil CETIP Interbank		HSB		Pay		11.525%		01/02/17		BRL 3,169,137		(4,918	)		—		(4,918	)
Brazil CETIP Interbank		HSB		Pay		12.285%		01/02/17		731,495		(7,248	)		—		(7,248	)
Brazil CETIP Interbank		HSB		Pay		12.303%		01/02/17		3,251,816		(32,311	)		—		(32,311	)
Brazil CETIP Interbank		HSB		Pay		12.490%		01/02/17		1,587,981		(12,788	)		—		(12,788	)
3-Month ZAR JIBAR		HSB		Pay		6.695%		01/14/17		ZAR 3,762,000		(112	)		—		(112	)
3-Month ZAR JIBAR		MSC		Pay		6.760%		01/17/17		3,800,000		(1,491	)		—		(1,491	)
3-Month ZAR JIBAR		BRC		Pay		7.115%		04/10/17		2,300,000		523			—		523
3-Month ZAR JIBAR		HSB		Pay		6.975%		08/14/17		6,800,000		(3,009	)		—		(3,009	)
												($65,719	)		$—		($65,719	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-45

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

Total Return Swaps

Receive Total Return	Counter- party	Expiration Date		Notional Amount		Value		Upfront Premiums Paid (Received)		Unrealized   Depreciation
Indonesia Treasury 7.875% due 04/15/19	ANZ		04/15/19		IDR 7,900,000,000		$663,040		$674,976		($11,936	)
Indonesia Treasury 12.800% due 06/15/21	SCB		06/15/21		3,600,000,000		372,523		427,604		(55,081	)
Indonesia Treasury 8.375% due 03/15/24	ANZ		03/15/24		1,200,000,000		98,473		104,612		(6,139	)
Indonesia Treasury 8.375% due 03/15/24	SCB		03/15/24		7,841,000,000		643,428		681,711		(38,283	)
Indonesia Treasury 11.000% due 09/15/25	SCB		09/15/25		800,000,000		78,331		95,655		(17,324	)
Indonesia Treasury 8.375% due 09/15/26	SCB		09/15/26		2,200,000,000		179,276		198,527		(19,251	)
Indonesia Treasury 7.000% due 05/15/27	SCB		05/15/27		1,800,000,000		132,283		162,394		(30,111	)
Indonesia Treasury 9.000% due 03/15/29	ANZ		03/15/29		2,800,000,000		235,294		248,989		(13,695	)
Indonesia Treasury 10.500% due 08/15/30	SCB		08/15/30		1,500,000,000		142,976		178,032		(35,056	)
Indonesia Treasury 6.625% due 05/15/33	SCB		05/15/33		270,000,000		18,072		22,858		(4,786	)
Indonesia Treasury 8.375% due 03/15/34	ANZ		03/15/34		2,600,000,000		202,925		215,224		(12,299	)
Indonesia Treasury 8.375% due 03/15/34	HSB		03/15/34		584,000,000		45,580		49,765		(4,185	)
Indonesia Treasury 8.375% due 03/15/34	SCB		03/15/34		5,279,000,000		412,015		430,410		(18,395	)
							$3,224,216		$3,490,757		($266,541	)
Total Swap Agreements							$3,158,497		$3,490,757		($332,260	)

(f) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014			Level 1 Quoted Price		Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$41,193,956			$—		$41,193,956			$—
	Senior Loan Notes		1,786,359			—		1,786,359			—
	Foreign Government Bonds & Notes		93,667,602			—		93,667,602			—
	Short-Term Investments		25,222,111			24,324,620		897,491			—
	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		2,123,244			—		2,123,244			—
	Interest Rate Contracts
	Swaps		3,224,739			—		3,224,739			—
	Total Assets - Derivatives		5,347,983			—		5,347,983			—
	Total Assets		167,218,011			24,324,620		142,893,391			—
Liabilities	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(2,101,601	)		—		(2,101,601	)		—
	Interest Rate Contracts
	Swaps		(66,242	)		—		(66,242	)		—
	Total Liabilities - Derivatives		(2,167,843	)		—		(2,167,843	)		—
	Total Liabilities		(2,167,843	)		—		(2,167,843	)		—
	Total		$165,050,168			$24,324,620		$140,725,548			$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-46

PACIFIC LIFE FUNDS

PL COMSTOCK FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Shares		Value
COMMON STOCKS - 97.2%
Consumer Discretionary - 14.3%
Carnival Corp (Panama)		124,522		$5,002,049
Comcast Corp ‘A’		68,331		3,674,841
Fossil Group Inc *		11,105		1,042,760
General Motors Co		138,229		4,415,034
Johnson Controls Inc		77,536		3,411,584
Kohl’s Corp		51,216		3,125,712
Newell Rubbermaid Inc		51,821		1,783,161
Target Corp		37,761		2,366,859
Time Warner Cable Inc		23,253		3,336,573
Time Warner Inc		21,582		1,623,182
Twenty-First Century Fox Inc ‘B’		98,843		3,292,460
Viacom Inc ‘B’		65,912		5,071,269
				38,145,484
Consumer Staples - 4.4%
ConAgra Foods Inc		122,272		4,039,867
CVS Health Corp		51,897		4,130,482
Mondelez International Inc ‘A’		52,240		1,790,004
Unilever NV ‘NY’ (Netherlands)		48,397		1,920,393
				11,880,746
Energy - 15.8%
BP PLC ADR (United Kingdom)		115,710		5,085,455
Chevron Corp		27,867		3,325,090
Halliburton Co		59,898		3,864,020
Murphy Oil Corp		59,731		3,399,291
Noble Corp PLC (United Kingdom)		78,336		1,740,626
Occidental Petroleum Corp		32,531		3,127,856
Paragon Offshore PLC *		9,849		60,569
QEP Resources Inc		92,683		2,852,783
Royal Dutch Shell PLC ‘A’ ADR (United Kingdom)		71,380		5,434,159
Suncor Energy Inc (Canada)		145,533		5,261,018
Weatherford International PLC (Ireland) *		386,337		8,035,810
				42,186,677
Financials - 24.1%
Aflac Inc		26,406		1,538,150
Bank of America Corp		297,560		5,073,398
Citigroup Inc		221,981		11,503,055
Fifth Third Bancorp		135,327		2,709,247
JPMorgan Chase & Co		134,820		8,121,557
MetLife Inc		69,376		3,726,879
Morgan Stanley		122,751		4,243,502
State Street Corp		59,626		4,389,070
The Allstate Corp		82,736		5,077,508
The Bank of New York Mellon Corp		120,836		4,679,978
The Goldman Sachs Group Inc		13,978		2,565,941
The PNC Financial Services Group Inc		46,544		3,983,236
The Travelers Cos Inc		9,492		891,678
US Bancorp		24,133		1,009,483
Wells Fargo & Co		94,347		4,893,779
				64,406,461
Health Care - 14.2%
AbbVie Inc		31,901		1,842,602
Bristol-Myers Squibb Co		58,930		3,016,037
Cardinal Health Inc		10,894		816,178
Express Scripts Holding Co *		25,702		1,815,332
GlaxoSmithKline PLC ADR (United Kingdom)		23,417		1,076,479
Medtronic Inc		24,827		1,538,033
Merck & Co Inc		92,097		5,459,510
Novartis AG (Switzerland)		47,361		4,460,369
Pfizer Inc		132,970		3,931,923
Roche Holding AG ADR (Switzerland)		65,043		2,405,941
Sanofi ADR (France)		73,540		4,149,862

	Shares		Value
UnitedHealth Group Inc		50,067		$4,318,279
WellPoint Inc		27,013		3,231,295
				38,061,840
Industrials - 6.0%
Emerson Electric Co		42,090		2,633,992
General Electric Co		219,321		5,619,004
Honeywell International Inc		20,450		1,904,304
Ingersoll-Rand PLC (Ireland)		55,620		3,134,743
Textron Inc		77,270		2,780,947
Veritiv Corp * l		—		22
				16,073,012
Information Technology - 12.5%
Autodesk Inc *		27,732		1,528,033
Cisco Systems Inc		185,969		4,680,840
Citrix Systems Inc *		40,200		2,867,868
Corning Inc		115,827		2,240,094
eBay Inc *		79,355		4,493,874
Hewlett-Packard Co		129,948		4,609,256
Intel Corp		88,316		3,075,163
Microsoft Corp		107,261		4,972,620
Symantec Corp		133,971		3,149,658
Yahoo! Inc *		41,340		1,684,605
				33,302,011
Materials - 2.0%
Alcoa Inc		177,400		2,854,366
International Paper Co		51,766		2,471,309
				5,325,675
Telecommunication Services - 1.8%
AT&T Inc		26,391		930,019
Verizon Communications Inc		53,330		2,665,967
Vivendi SA (France) *		50,242		1,210,822
				4,806,808
Utilities - 2.1%
FirstEnergy Corp		34,662		1,163,603
PG&E Corp		39,926		1,798,267
PPL Corp		78,627		2,582,111
				5,543,981
Total Common Stocks (Cost $159,514,825)				259,732,695
SHORT-TERM INVESTMENT - 2.7%
Money Market Fund - 2.7%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		7,201,697		7,201,697
Total Short-Term Investment (Cost $7,201,697)				7,201,697
TOTAL INVESTMENTS - 99.9% (Cost $166,716,522)				266,934,392
OTHER ASSETS & LIABILITIES, NET - 0.1%				195,762
NET ASSETS - 100.0%				$267,130,154

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-47

PACIFIC LIFE FUNDS

PL COMSTOCK FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Financials	24.1%
Energy	15.8%
Consumer Discretionary	14.3%
Health Care	14.2%
Information Technology	12.5%
Industrials	6.0%
Consumer Staples	4.4%
Short-Term Investment	2.7%
Others (each less than 3.0%)	5.9%
	99.9%
Other Assets & Liabilities, Net	0.1%
	100.0%

(b) Forward foreign currency contracts outstanding as of September 30, 2014 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation
USD	1,192,647	CAD	1,319,755		10/14	BRC		$14,763
USD	1,221,602	CAD	1,351,947		10/14	CIB		14,987
USD	1,192,596	CAD	1,319,756		10/14	DUB		14,711
USD	1,192,132	CAD	1,319,756		10/14	GSC		14,247
USD	1,316,164	CHF	1,230,182		10/14	BRC		27,432
USD	1,315,970	CHF	1,230,182		10/14	CIB		27,238
USD	1,316,266	CHF	1,230,182		10/14	DUB		27,533
USD	1,851,782	CHF	1,730,953		10/14	GSC		38,444
USD	2,109,269	EUR	1,629,305		10/14	BRC		51,130
USD	2,107,949	EUR	1,629,305		10/14	CIB		49,810
USD	2,109,266	EUR	1,629,305		10/14	DUB		51,127
USD	2,550,098	EUR	1,970,892		10/14	GSC		60,466
USD	2,108,212	EUR	1,629,305		10/14	RBC		50,073
USD	1,254,985	GBP	772,878		10/14	BRC		2,225
USD	1,254,458	GBP	772,878		10/14	CIB		1,699
USD	1,599,024	GBP	984,754		10/14	DUB		2,835
USD	1,254,597	GBP	772,878		10/14	GSC		1,838
Total Forward Foreign Currency Contracts								$450,558

(c) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks
	Consumer Discretionary		$38,145,484		$38,145,484		$—		$—
	Consumer Staples		11,880,746		11,880,746		—		—
	Energy		42,186,677		42,186,677		—		—
	Financials		64,406,461		64,406,461		—		—
	Health Care		38,061,840		33,601,471		4,460,369		—
	Industrials		16,073,012		16,073,012		—		—
	Information Technology		33,302,011		33,302,011		—		—
	Materials		5,325,675		5,325,675		—		—
	Telecommunication Services		4,806,808		3,595,986		1,210,822		—
	Utilities		5,543,981		5,543,981		—		—
			259,732,695		254,061,504		5,671,191		—
	Short-Term Investment		7,201,697		7,201,697		—		—
	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		450,558		—		450,558		—
	Total		$267,384,950		$261,263,201		$6,121,749		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-48

PACIFIC LIFE FUNDS

PL GROWTH FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Shares		Value
COMMON STOCKS - 98.3%
Consumer Discretionary - 22.2%
Amazon.com Inc *		3,617		$1,166,265
AutoZone Inc *		1,173		597,831
BorgWarner Inc		7,383		388,420
Comcast Corp ‘Special A’		40,197		2,150,540
Discovery Communications Inc ‘A’ *		8,621		325,874
Discovery Communications Inc ‘C’ *		8,621		321,391
Hilton Worldwide Holdings Inc *		19,749		486,418
L Brands Inc		11,758		787,551
Las Vegas Sands Corp		21,298		1,324,949
LVMH Moet Hennessy Louis Vuitton SA (France)		4,440		719,732
Marriott International Inc ‘A’		19,797		1,383,810
NIKE Inc ‘B’		10,077		898,868
PVH Corp		5,668		686,678
Ross Stores Inc		27,522		2,080,113
Starbucks Corp		15,238		1,149,859
The Priceline Group Inc *		2,210		2,560,462
The TJX Cos Inc		21,253		1,257,540
The Walt Disney Co		19,120		1,702,254
Tiffany & Co		6,867		661,361
Time Inc * l		—		6
Time Warner Inc		20,247		1,522,777
Tractor Supply Co		7,531		463,232
TripAdvisor Inc *		2,601		237,783
Twenty-First Century Fox Inc ‘A’		65,466		2,244,829
Urban Outfitters Inc *		3,685		135,240
VF Corp		27,339		1,805,194
Viacom Inc ‘B’		3,348		257,595
Wynn Resorts Ltd		9,856		1,843,860
Yum! Brands Inc		6,596		474,780
				29,635,212
Consumer Staples - 6.6%
Colgate-Palmolive Co		18,792		1,225,614
Constellation Brands Inc ‘A’ *		8,506		741,383
Costco Wholesale Corp		8,457		1,059,831
CVS Health Corp		13,923		1,108,132
Danone SA (France)		9,013		601,712
Diageo PLC (United Kingdom)		7,002		202,454
Mead Johnson Nutrition Co		11,366		1,093,637
Mondelez International Inc ‘A’		27,356		937,353
Pernod Ricard SA (France)		4,489		507,377
Philip Morris International Inc		8,023		669,118
The Estee Lauder Cos Inc ‘A’		8,301		620,251
				8,766,862
Energy - 4.9%
Anadarko Petroleum Corp		11,636		1,180,356
Concho Resources Inc *		2,976		373,161
Halliburton Co		13,283		856,886
Noble Energy Inc		17,963		1,227,951
Pioneer Natural Resources Co		6,773		1,334,078
Schlumberger Ltd (Netherlands)		11,644		1,184,078
Whiting Petroleum Corp *		4,236		328,502
				6,485,012
Financials - 7.8%
Affiliated Managers Group Inc *		4,612		924,060
American Express Co		19,201		1,680,856
American Tower Corp REIT		30,035		2,812,177
BlackRock Inc		2,419		794,206
Intercontinental Exchange Inc		11,745		2,290,862
MetLife Inc		7,748		416,223
Moody’s Corp		5,046		476,847
Morgan Stanley		21,482		742,633
Realogy Holdings Corp *		6,036		224,539
				10,362,403

	Shares		Value
Health Care - 19.5%
Abbott Laboratories		27,123		$1,128,046
AbbVie Inc		6,852		395,772
Actavis PLC (Ireland) *		11,218		2,706,777
Alexion Pharmaceuticals Inc *		11,135		1,846,406
Biogen Idec Inc *		8,099		2,679,230
Bristol-Myers Squibb Co		36,185		1,851,948
Celgene Corp *		18,584		1,761,392
Cerner Corp *		15,674		933,700
Covidien PLC (Ireland)		14,898		1,288,826
CR Bard Inc		2,953		421,423
Gilead Sciences Inc *		18,413		1,960,064
Isis Pharmaceuticals Inc *		3,962		153,844
McKesson Corp		7,225		1,406,491
Puma Biotechnology Inc *		2,016		480,957
Regeneron Pharmaceuticals Inc *		4,115		1,483,540
The Cooper Cos Inc		3,782		589,047
Thermo Fisher Scientific Inc		23,445		2,853,257
Valeant Pharmaceuticals International Inc (Canada) *		6,930		909,216
Vertex Pharmaceuticals Inc *		4,107		461,257
Zoetis Inc		17,742		655,567
				25,966,760
Industrials - 8.3%
AMETEK Inc		25,381		1,274,380
Colfax Corp *		10,990		626,100
Danaher Corp		37,816		2,873,260
Honeywell International Inc		13,033		1,213,633
Joy Global Inc		4,787		261,083
Kansas City Southern		4,685		567,822
Precision Castparts Corp		6,401		1,516,269
Roper Industries Inc		7,247		1,060,164
Union Pacific Corp		10,397		1,127,243
Verisk Analytics Inc ‘A’ *		8,796		535,588
				11,055,542
Information Technology - 25.6%
Adobe Systems Inc *		7,723		534,354
Alibaba Group Holding Ltd ADR (Cayman) *		460		40,871
Altera Corp		24,959		893,033
Apple Inc		16,746		1,687,160
Broadcom Corp ‘A’		14,795		598,014
Citrix Systems Inc *		9,411		671,381
Cognizant Technology Solutions Corp ‘A’ *		46,030		2,060,763
EMC Corp		91,615		2,680,655
Facebook Inc ‘A’ *		42,144		3,331,062
FleetCor Technologies Inc *		10,193		1,448,629
Google Inc ‘A’ *		6,476		3,810,543
Google Inc ‘C’ *		5,569		3,215,318
LinkedIn Corp ‘A’ *		5,838		1,213,078
MasterCard Inc ‘A’		33,049		2,442,982
Oracle Corp		52,501		2,009,738
PTC Inc *		9,509		350,882
QUALCOMM Inc		7,258		542,681
salesforce.com Inc *		30,242		1,739,822
Twitter Inc *		9,041		466,335
Visa Inc ‘A’		16,670		3,556,878
VMware Inc ‘A’ *		2,112		198,190
Yahoo! Inc *		16,994		692,506
				34,184,875
Materials - 3.4%
Airgas Inc		4,482		495,933
Ecolab Inc		5,060		581,040
Monsanto Co		15,859		1,784,296
The Sherwin-Williams Co		7,768		1,701,110
				4,562,379
Total Common Stocks (Cost $108,985,890)				131,019,045

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-49

PACIFIC LIFE FUNDS

PL GROWTH FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Shares		Value
SHORT-TERM INVESTMENT - 1.5%
Money Market Fund - 1.5%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		2,033,361		$2,033,361
Total Short-Term Investment (Cost $2,033,361)				2,033,361
TOTAL INVESTMENTS - 99.8% (Cost $111,019,251)				133,052,406
OTHER ASSETS & LIABILITIES, NET - 0.2%				211,652
NET ASSETS - 100.0%				$133,264,058

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Information Technology	25.6%
Consumer Discretionary	22.2%
Health Care	19.5%
Industrials	8.3%
Financials	7.8%
Consumer Staples	6.6%
Energy	4.9%
Materials	3.4%
Others (each less than 3.0%)	1.5%
	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 September 30, 2014:

		Total Value at September 30, 2014		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks
	Consumer Discretionary		$29,635,212		$28,915,480		$719,732		$—
	Consumer Staples		8,766,862		7,455,319		1,311,543		—
	Energy		6,485,012		6,485,012		—		—
	Financials		10,362,403		10,362,403		—		—
	Health Care		25,966,760		25,966,760		—		—
	Industrials		11,055,542		11,055,542		—		—
	Information Technology		34,184,875		34,184,875		—		—
	Materials		4,562,379		4,562,379		—		—
			131,019,045		128,987,770		2,031,275		—
	Short-Term Investment		2,033,361		2,033,361		—		—
	Total		$133,052,406		$131,021,131		$2,031,275		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-50

PACIFIC LIFE FUNDS

PL LARGE-CAP GROWTH FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Shares		Value
COMMON STOCKS - 99.1%
Consumer Discretionary - 22.6%
Comcast Corp ‘A’		58,129		$3,126,178
Delphi Automotive PLC (United Kingdom)		26,590		1,631,031
Liberty Global PLC ‘A’ (United Kingdom) *		114,546		4,872,787
McDonald’s Corp		22,146		2,099,662
Netflix Inc *		8,490		3,830,518
Starbucks Corp		34,103		2,573,412
The Home Depot Inc		20,798		1,908,008
The Priceline Group Inc *		2,712		3,142,069
The Walt Disney Co		41,509		3,695,546
Time Warner Inc		19,160		1,441,024
TripAdvisor Inc *		38,499		3,519,579
Twenty-First Century Fox Inc ‘A’		165,343		5,669,612
Vipshop Holdings Ltd ADR (Cayman) *		7,551		1,427,214
Wynn Resorts Ltd		17,012		3,182,605
				42,119,245
Consumer Staples - 2.0%
CVS Health Corp		14,189		1,129,302
Mondelez International Inc ‘A’		72,489		2,483,836
				3,613,138
Energy - 4.4%
Concho Resources Inc *		16,849		2,112,696
Gulfport Energy Corp *		28,672		1,531,085
Laredo Petroleum Inc *		42,118		943,864
Range Resources Corp		14,593		989,551
Schlumberger Ltd (Netherlands)		26,034		2,647,398
				8,224,594
Financials - 4.7%
Berkshire Hathaway Inc ‘B’ *		10,953		1,513,048
Crown Castle International Corp REIT		24,485		1,971,777
Discover Financial Services		41,009		2,640,569
Moody’s Corp		27,416		2,590,812
				8,716,206
Health Care - 22.1%
AbbVie Inc		141,543		8,175,524
Allergan Inc		12,331		2,197,261
athenahealth Inc *		3,431		451,828
Biogen Idec Inc *		8,003		2,647,473
Express Scripts Holding Co *		34,280		2,421,197
Gilead Sciences Inc *		20,394		2,170,941
Intuitive Surgical Inc *		3,403		1,571,574
Perrigo Co PLC (Ireland)		14,830		2,227,318
Regeneron Pharmaceuticals Inc *		13,947		5,028,173
United Therapeutics Corp *		43,899		5,647,606
Valeant Pharmaceuticals International Inc (Canada) *		48,550		6,369,760
Vertex Pharmaceuticals Inc *		20,350		2,285,508
				41,194,163
Industrials - 7.9%
American Airlines Group Inc		56,133		1,991,599
Emerson Electric Co		24,057		1,505,487

	Shares		Value
Pentair PLC (Ireland)		20,244		$1,325,780
Precision Castparts Corp		15,004		3,554,148
SolarCity Corp *		23,862		1,422,175
Union Pacific Corp		45,531		4,936,471
				14,735,660
Information Technology - 34.1%
Alibaba Group Holding Ltd ADR (Cayman) *		29,780		2,645,953
Alliance Data Systems Corp *		15,232		3,781,649
Apple Inc		78,246		7,883,284
Baidu Inc ADR (Cayman) *		22,114		4,825,938
Facebook Inc ‘A’ *		89,681		7,088,386
Google Inc ‘A’ *		16,056		9,447,511
LinkedIn Corp ‘A’ *		24,009		4,988,830
Qlik Technologies Inc *		35,106		949,266
salesforce.com Inc *		91,027		5,236,783
Splunk Inc *		7,015		388,351
Visa Inc ‘A’		31,506		6,722,435
VMware Inc ‘A’ *		31,945		2,997,719
Yahoo! Inc *		159,274		6,490,415
				63,446,520
Materials - 0.5%
Monsanto Co		8,377		942,496
Telecommunication Services - 0.8%
SoftBank Corp (Japan)		21,100		1,481,152
Total Common Stocks (Cost $155,890,285)				184,473,174
TOTAL INVESTMENTS - 99.1% (Cost $155,890,285)				184,473,174
OTHER ASSETS & LIABILITIES, NET - 0.9%				1,619,421
NET ASSETS - 100.0%				$186,092,595

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Information Technology	34.1%
Consumer Discretionary	22.6%
Health Care	22.1%
Industrials	7.9%
Financials	4.7%
Energy	4.4%
Others (each less than 3.0%)	3.3%
	99.1%
Other Assets & Liabilities, Net	0.9%
	100.0%

(b) Forward foreign currency contracts outstanding as of September 30, 2014 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation
USD	1,027,012	JPY	107,794,059		10/14	BNP		$44,002

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-51

PACIFIC LIFE FUNDS

PL LARGE-CAP GROWTH FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

(c) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks
	Consumer Discretionary		$42,119,245		$42,119,245		$—		$—
	Consumer Staples		3,613,138		3,613,138		—		—
	Energy		8,224,594		8,224,594		—		—
	Financials		8,716,206		8,716,206		—		—
	Health Care		41,194,163		41,194,163		—		—
	Industrials		14,735,660		14,735,660		—		—
	Information Technology		63,446,520		63,446,520		—		—
	Materials		942,496		942,496		—		—
	Telecommunication Services		1,481,152		—		1,481,152		—
			184,473,174		182,992,022		1,481,152		—
	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		44,002		—		44,002		—
	Total		$184,517,176		$182,992,022		$1,525,154		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-52

PACIFIC LIFE FUNDS

PL LARGE-CAP VALUE FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Shares		Value
COMMON STOCKS - 98.4%
Consumer Discretionary - 15.6%
DISH Network Corp ‘A’ *		178,039		$11,497,759
SES SA FDR ‘A’ (Luxembourg)		99,675		3,445,685
Target Corp		103,648		6,496,657
The Home Depot Inc		73,035		6,700,231
Time Warner Cable Inc		57,433		8,241,061
Time Warner Inc		134,522		10,117,400
Twenty-First Century Fox Inc ‘B’		210,605		7,015,252
				53,514,045
Consumer Staples - 11.2%
Altria Group Inc		81,772		3,756,606
Anheuser-Busch InBev NV ADR (Belgium)		36,268		4,020,308
CVS Health Corp		148,118		11,788,712
Kimberly-Clark Corp		49,325		5,305,890
Lorillard Inc		97,970		5,869,383
Philip Morris International Inc		92,537		7,717,586
				38,458,485
Energy - 10.4%
Chevron Corp		64,149		7,654,259
Exxon Mobil Corp		67,960		6,391,638
Halliburton Co		117,548		7,583,021
National Oilwell Varco Inc		83,801		6,377,256
Royal Dutch Shell PLC ‘A’ ADR (United Kingdom)		53,475		4,071,052
Suncor Energy Inc (Canada)		93,473		3,379,049
				35,456,275
Financials - 26.3%
American Express Co		86,852		7,603,024
American Tower Corp REIT		48,000		4,494,240
Capital One Financial Corp		53,606		4,375,322
Citigroup Inc		77,338		4,007,655
JPMorgan Chase & Co		211,799		12,758,772
Loews Corp		76,742		3,197,072
Marsh & McLennan Cos Inc		96,362		5,043,587
MetLife Inc		77,493		4,162,924
State Street Corp		85,460		6,290,711
Synchrony Financial *		149,900		3,680,045
The Bank of New York Mellon Corp		104,239		4,037,176
The Progressive Corp		77,868		1,968,503
The Travelers Cos Inc		64,658		6,073,972
US Bancorp		213,597		8,934,762
Wells Fargo & Co		260,663		13,520,590
				90,148,355
Health Care - 9.8%
Amgen Inc		43,193		6,066,889
Johnson & Johnson		59,522		6,344,450
Merck & Co Inc		115,822		6,865,928
Novartis AG ADR (Switzerland)		42,255		3,977,463
Teva Pharmaceutical Industries Ltd ADR (Israel)		78,930		4,242,487
WellPoint Inc		51,910		6,209,474
				33,706,691
Industrials - 8.6%
General Electric Co		329,293		8,436,487
Honeywell International Inc		89,974		8,378,379
Illinois Tool Works Inc		75,771		6,396,588
United Technologies Corp		57,499		6,071,894
				29,283,348
Information Technology - 10.0%
EMC Corp		212,223		6,209,645
International Business Machines Corp		21,713		4,121,779

	Shares		Value
Microsoft Corp		113,125		$5,244,475
Motorola Solutions Inc		80,560		5,097,837
Nuance Communications Inc *		210,370		3,242,853
TE Connectivity Ltd (Switzerland)		98,138		5,426,050
Xerox Corp		366,395		4,847,406
				34,190,045
Materials - 3.8%
Air Products & Chemicals Inc		25,667		3,341,330
Crown Holdings Inc *		120,553		5,367,019
Martin Marietta Materials Inc		33,528		4,323,100
				13,031,449
Telecommunication Services - 1.0%
Vodafone Group PLC ADR (United Kingdom)		101,846		3,349,715
Utilities - 1.7%
Sempra Energy		55,419		5,840,054
Total Common Stocks (Cost $204,738,758)				336,978,462
SHORT-TERM INVESTMENT - 1.7%
Money Market Fund - 1.7%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		5,797,744		5,797,744
Total Short-Term Investment (Cost $5,797,744)				5,797,744
TOTAL INVESTMENTS - 100.1% (Cost $210,536,502)				342,776,206
OTHER ASSETS & LIABILITIES, NET - (0.1%)				(440,910	)
NET ASSETS - 100.0%				$342,335,296

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Financials	26.3%
Consumer Discretionary	15.6%
Consumer Staples	11.2%
Energy	10.4%
Information Technology	10.0%
Health Care	9.8%
Industrials	8.6%
Materials	3.8%
Others (each less than 3.0%)	4.4%
	100.1%
Other Assets & Liabilities, Net	(0.1%	)
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-53

PACIFIC LIFE FUNDS

PL LARGE-CAP VALUE FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks
	Consumer Discretionary		$53,514,045		$50,068,360		$3,445,685		$—
	Consumer Staples		38,458,485		38,458,485		—		—
	Energy		35,456,275		35,456,275		—		—
	Financials		90,148,355		90,148,355		—		—
	Health Care		33,706,691		33,706,691		—		—
	Industrials		29,283,348		29,283,348		—		—
	Information Technology		34,190,045		34,190,045		—		—
	Materials		13,031,449		13,031,449		—		—
	Telecommunication Services		3,349,715		3,349,715		—		—
	Utilities		5,840,054		5,840,054		—		—
			336,978,462		333,532,777		3,445,685		—
	Short-Term Investment		5,797,744		5,797,744		—		—
	Total		$342,776,206		$339,330,521		$3,445,685		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-54

PACIFIC LIFE FUNDS

PL MAIN STREET^® CORE FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Shares		Value
PREFERRED STOCKS - 0.1%
Consumer Staples - 0.1%
Henkel AG & Co KGaA (Germany)		3,460		$345,509
Total Preferred Stocks (Cost $281,176)				345,509
COMMON STOCKS - 98.1%
Consumer Discretionary - 11.7%
AutoZone Inc *		10,310		5,254,595
Comcast Corp ‘A’		130,250		7,004,845
Delphi Automotive PLC (United Kingdom)		58,350		3,579,189
General Motors Co		97,400		3,110,956
PVH Corp		12,210		1,479,242
The Home Depot Inc		48,700		4,467,738
The TJX Cos Inc		46,780		2,767,973
Twenty-First Century Fox Inc ‘A’		57,610		1,975,447
				29,639,985
Consumer Staples - 9.5%
Diageo PLC (United Kingdom)		178,170		5,151,571
Henkel AG & Co KGaA (Germany)		54,194		5,065,069
Mondelez International Inc ‘A’		204,880		7,020,213
Philip Morris International Inc		80,605		6,722,457
				23,959,310
Energy - 8.4%
Chevron Corp		60,244		7,188,314
National Oilwell Varco Inc		87,100		6,628,310
Noble Energy Inc		108,736		7,433,193
				21,249,817
Financials - 17.4%
American International Group Inc		89,340		4,826,147
CIT Group Inc		79,590		3,657,956
Citigroup Inc		141,727		7,344,293
CME Group Inc ‘A’		67,170		5,370,577
Digital Realty Trust Inc REIT		14,380		897,024
Discover Financial Services		62,577		4,029,333
Genworth Financial Inc ‘A’ *		193,560		2,535,636
JPMorgan Chase & Co		95,440		5,749,306
Lincoln National Corp		33,640		1,802,431
Marsh & McLennan Cos Inc		56,760		2,970,818
McGraw Hill Financial Inc		55,748		4,707,919
				43,891,440
Health Care - 15.8%
AbbVie Inc		73,423		4,240,912
Actavis PLC (Ireland) *		25,750		6,212,960
Allergan Inc		22,970		4,093,024
Covidien PLC (Ireland)		14,370		1,243,149
Express Scripts Holding Co *		66,029		4,663,628
Gilead Sciences Inc *		66,370		7,065,086
Intuitive Surgical Inc *		1,060		489,529
Pfizer Inc		191,203		5,653,873
UnitedHealth Group Inc		39,100		3,372,375
Zoetis Inc		81,180		2,999,601
				40,034,137
Industrials - 10.2%
Canadian National Railway Co (Canada)		61,610		4,371,846
Deere & Co		73,430		6,020,526
General Electric Co		282,050		7,226,121
Republic Services Inc		59,910		2,337,688
Tyco International Ltd (Switzerland)		128,525		5,728,359
				25,684,540

	Shares		Value
Information Technology - 19.8%
Amdocs Ltd (United Kingdom)		78,670		$3,609,380
Apple Inc		100,054		10,080,440
Applied Materials Inc		132,750		2,868,727
eBay Inc *		106,390		6,024,866
Facebook Inc ‘A’ *		45,290		3,579,722
Google Inc ‘A’ *		8,426		4,957,943
Google Inc ‘C’ *		12,716		7,341,710
MasterCard Inc ‘A’		71,040		5,251,277
Western Digital Corp		25,610		2,492,365
Xerox Corp		302,080		3,996,518
				50,202,948
Materials - 2.1%
Teck Resources Ltd ‘B’ (Canada)		66,600		1,258,074
Vulcan Materials Co		65,670		3,955,304
				5,213,378
Telecommunication Services - 1.7%
Verizon Communications Inc		85,380		4,268,146
Utilities - 1.5%
Exelon Corp		114,010		3,886,601
Total Common Stocks (Cost $183,353,766)				248,030,302
SHORT-TERM INVESTMENT - 2.1%
Money Market Fund - 2.1%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		5,231,367		5,231,367
Total Short-Term Investment (Cost $5,231,367)				5,231,367
TOTAL INVESTMENTS - 100.3% (Cost $188,866,309)				253,607,178
OTHER ASSETS & LIABILITIES, NET - (0.3%)				(839,747	)
NET ASSETS - 100.0%				$252,767,431

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Information Technology	19.8%
Financials	17.4%
Health Care	15.8%
Consumer Discretionary	11.7%
Industrials	10.2%
Consumer Staples	9.6%
Energy	8.4%
Others (each less than 3.0%)	7.4%
	100.3%
Other Assets & Liabilities, Net	(0.3%	)
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-55

PACIFIC LIFE FUNDS

PL MAIN STREET CORE FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Preferred Stocks (1)		$345,509		$—		$345,509		$—
	Common Stocks
	Consumer Discretionary		29,639,985		29,639,985		—		—
	Consumer Staples		23,959,310		13,742,670		10,216,640		—
	Energy		21,249,817		21,249,817		—		—
	Financials		43,891,440		43,891,440		—		—
	Health Care		40,034,137		40,034,137		—		—
	Industrials		25,684,540		25,684,540		—		—
	Information Technology		50,202,948		50,202,948		—		—
	Materials		5,213,378		5,213,378		—		—
	Telecommunication Services		4,268,146		4,268,146		—		—
	Utilities		3,886,601		3,886,601		—		—
			248,030,302		237,813,662		10,216,640		—
	Short-Term Investment		5,231,367		5,231,367		—		—
	Total		$253,607,178		$243,045,029		$10,562,149		$—

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

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-56

PACIFIC LIFE FUNDS

PL MID-CAP EQUITY FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Shares		Value
COMMON STOCKS - 95.2%
Consumer Discretionary - 19.9%
Advance Auto Parts Inc		5,617		$731,895
AMC Networks Inc ‘A’ *		33,531		1,958,881
Big Lots Inc		72,346		3,114,495
Chipotle Mexican Grill Inc *		3,565		2,376,393
Discovery Communications Inc ‘C’ *		17,896		667,163
Dollar Tree Inc *		38,247		2,144,509
DR Horton Inc		58,902		1,208,669
Expedia Inc		12,098		1,060,027
HomeAway Inc *		41,249		1,464,340
Lear Corp		21,740		1,878,553
Life Time Fitness Inc *		13,035		657,485
LKQ Corp *		63,015		1,675,569
lululemon athletica Inc *		35,668		1,498,413
O’Reilly Automotive Inc *		3,953		594,373
Panera Bread Co ‘A’ *		13,198		2,147,579
Ross Stores Inc		34,876		2,635,928
Tenneco Inc *		15,647		818,495
The Priceline Group Inc *		1,984		2,298,623
Thor Industries Inc		22,945		1,181,668
TripAdvisor Inc *		32,717		2,990,988
TRW Automotive Holdings Corp *		72,053		7,295,366
				40,399,412
Consumer Staples - 5.1%
Casey’s General Stores Inc		13,356		957,625
Molson Coors Brewing Co ‘B’		14,161		1,054,145
Monster Beverage Corp *		14,928		1,368,450
Sanderson Farms Inc		11,805		1,038,250
The JM Smucker Co		15,660		1,550,183
Tyson Foods Inc ‘A’		113,663		4,474,912
				10,443,565
Energy - 6.0%
Antero Resources Corp *		61,610		3,381,827
Bristow Group Inc		22,387		1,504,406
Diamondback Energy Inc *		20,025		1,497,470
Energen Corp		10,974		792,762
Gulfport Energy Corp *		68,086		3,635,792
Western Refining Inc		34,210		1,436,478
				12,248,735
Financials - 11.0%
American Capital Agency Corp REIT		42,629		905,866
Comerica Inc		22,172		1,105,496
KeyCorp		634,741		8,461,098
Lincoln National Corp		18,480		990,158
Principal Financial Group Inc		18,686		980,454
Regions Financial Corp		206,144		2,069,686
Signature Bank *		14,754		1,653,333
The Hartford Financial Services Group Inc		169,105		6,299,161
				22,465,252
Health Care - 10.6%
Acorda Therapeutics Inc *		27,826		942,745
Air Methods Corp *		21,253		1,180,604
Akorn Inc *		27,616		1,001,632
Catamaran Corp (Canada) *		45,939		1,936,329
DaVita HealthCare Partners Inc *		38,904		2,845,439
Isis Pharmaceuticals Inc *		24,768		961,741
Medivation Inc *		21,069		2,083,092
PAREXEL International Corp *		24,287		1,532,267
PerkinElmer Inc		46,299		2,018,636
Perrigo Co PLC (Ireland)		19,994		3,002,899
The Cooper Cos Inc		8,750		1,362,813
Universal Health Services Inc ‘B’		24,908		2,602,886
				21,471,083

	Shares		Value
Industrials - 8.6%
AECOM Technology Corp *		59,089		$1,994,254
Chart Industries Inc *		16,031		979,975
Con-way Inc		20,016		950,760
Exelis Inc		122,127		2,019,981
Generac Holdings Inc *		7,235		293,307
Huntington Ingalls Industries Inc		3,264		340,141
JetBlue Airways Corp *		168,774		1,792,380
Kirby Corp *		13,760		1,621,616
Manpowergroup Inc		22,621		1,585,732
Southwest Airlines Co		23,709		800,653
Spirit Airlines Inc *		20,162		1,394,001
Textron Inc		32,881		1,183,387
Trinity Industries Inc		38,678		1,807,036
United Rentals Inc *		5,403		600,273
Vectrus Inc *		6,295		122,936
				17,486,432
Information Technology - 16.2%
Arrow Electronics Inc *		18,514		1,024,750
Avago Technologies Ltd (Singapore)		34,484		3,000,108
Avnet Inc		62,801		2,606,242
Computer Sciences Corp		117,871		7,207,812
DST Systems Inc		15,538		1,303,949
FEI Co		5,772		435,324
Fidelity National Information Services Inc		26,299		1,480,634
IAC/InterActiveCorp		29,828		1,965,665
iGATE Corp *		34,503		1,266,950
Lam Research Corp		11,357		848,368
NXP Semiconductor NV (Netherlands) *		41,004		2,805,904
Palo Alto Networks Inc *		14,961		1,467,674
Seagate Technology PLC (Ireland)		50,953		2,918,078
Skyworks Solutions Inc		43,529		2,526,858
Yelp Inc *		29,339		2,002,387
				32,860,703
Materials - 9.5%
Allegheny Technologies Inc		17,718		657,338
CF Industries Holdings Inc		8,076		2,254,981
Compass Minerals International Inc		41,356		3,485,484
Eagle Materials Inc		10,674		1,086,933
KapStone Paper & Packaging Corp *		45,445		1,271,097
Louisiana-Pacific Corp *		45,341		616,184
Rockwood Holdings Inc		13,994		1,069,841
US Silica Holdings Inc		130,229		8,140,615
Westlake Chemical Corp		9,014		780,522
				19,362,995
Utilities - 8.3%
Atmos Energy Corp		201,890		9,630,153
DTE Energy Co		69,853		5,314,416
Questar Corp		88,517		1,973,044
				16,917,613
Total Common Stocks (Cost $173,041,047)				193,655,790

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-57

PACIFIC LIFE FUNDS

PL MID-CAP EQUITY FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Shares		Value
SHORT-TERM INVESTMENT - 4.5%
Money Market Fund - 4.5%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		9,193,985		$9,193,985
Total Short-Term Investment (Cost $9,193,985)				9,193,985
TOTAL INVESTMENTS - 99.7% (Cost $182,235,032)				202,849,775
OTHER ASSETS & LIABILITIES, NET - 0.3%				595,842
NET ASSETS - 100.0%				$203,445,617

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Consumer Discretionary	19.9%
Information Technology	16.2%
Financials	11.0%
Health Care	10.6%
Materials	9.5%
Industrials	8.6%
Utilities	8.3%
Energy	6.0%
Consumer Staples	5.1%
Short-Term Investment	4.5%
	99.7%
Other Assets & Liabilities, Net	0.3%
	100.0%

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks (1)		$193,655,790		$193,655,790		$—		$—
	Short-Term Investment		9,193,985		9,193,985		—		—
	Total		$202,849,775		$202,849,775		$—		$—

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

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-58

PACIFIC LIFE FUNDS

PL MID-CAP GROWTH FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Shares		Value
COMMON STOCKS - 99.1%
Consumer Discretionary - 22.9%
Burberry Group PLC (United Kingdom)		40,296		$982,941
Carter’s Inc		15,498		1,201,405
DSW Inc ‘A’		26,208		789,123
Dunkin’ Brands Group Inc		34,060		1,526,569
Gentex Corp		39,171		1,048,608
L Brands Inc		18,189		1,218,299
LKQ Corp *		64,690		1,720,107
Mattel Inc		42,380		1,298,947
Nordstrom Inc		18,801		1,285,424
Norwegian Cruise Line Holdings Ltd (Bermuda) *		29,141		1,049,659
Panera Bread Co ‘A’ *		6,030		981,202
Ross Stores Inc		22,919		1,732,218
Tiffany & Co		9,320		897,609
Ulta Salon Cosmetics & Fragrance Inc *		14,850		1,754,825
Urban Outfitters Inc *		38,036		1,395,921
				18,882,857
Consumer Staples - 6.3%
Brown-Forman Corp ‘B’		9,010		812,882
Coty Inc ‘A’		48,560		803,668
Mead Johnson Nutrition Co		19,756		1,900,922
The Hain Celestial Group Inc *		16,729		1,712,213
				5,229,685
Energy - 6.2%
Cabot Oil & Gas Corp		34,599		1,131,041
Continental Resources Inc *		22,198		1,475,723
Dril-Quip Inc *		9,140		817,116
Oasis Petroleum Inc *		15,674		655,330
Southwestern Energy Co *		29,851		1,043,292
				5,122,502
Financials - 8.4%
CME Group Inc ‘A’		3,034		242,584
First Republic Bank		31,720		1,566,334
Northern Trust Corp		33,220		2,259,957
Oaktree Capital Group LLC		11,061		565,217
Signature Bank *		14,510		1,625,991
UMB Financial Corp		11,357		619,524
				6,879,607
Health Care - 18.1%
Acadia Healthcare Co Inc *		15,530		753,205
ACADIA Pharmaceuticals Inc *		17,541		434,315
Align Technology Inc *		21,042		1,087,451
Alkermes PLC (Ireland) *		18,275		783,449
BioMarin Pharmaceutical Inc *		14,597		1,053,320
Cerner Corp *		11,133		663,193
DENTSPLY International Inc		26,790		1,221,624
Henry Schein Inc *		10,450		1,217,112
Humana Inc		7,914		1,031,115
Incyte Corp *		8,945		438,752
Intuitive Surgical Inc *		4,503		2,079,575
Medivation Inc *		12,730		1,258,615
Varian Medical Systems Inc *		18,492		1,481,579
Zoetis Inc		37,920		1,401,144
				14,904,449
Industrials - 15.7%
Allison Transmission Holdings Inc		17,261		491,766
Expeditors International of Washington Inc		42,210		1,712,882
Fastenal Co		42,146		1,892,355
Flowserve Corp		22,205		1,565,897
Fortune Brands Home & Security Inc		40,227		1,653,732
Jacobs Engineering Group Inc *		16,164		789,127
Joy Global Inc		20,606		1,123,851

	Shares		Value
Polypore International Inc *		29,063		$1,130,841
Stericycle Inc *		10,943		1,275,516
Verisk Analytics Inc ‘A’ *		20,920		1,273,819
				12,909,786
Information Technology - 19.8%
Alliance Data Systems Corp *		4,257		1,056,885
ANSYS Inc *		13,170		996,574
CoStar Group Inc *		5,318		827,162
Electronic Arts Inc *		65,107		2,318,460
F5 Networks Inc *		13,438		1,595,628
FLIR Systems Inc		30,900		968,406
Microchip Technology Inc		40,909		1,932,132
Pandora Media Inc *		65,143		1,573,855
ServiceNow Inc *		14,123		830,150
Solera Holdings Inc		12,071		680,322
Teradata Corp *		30,520		1,279,398
Vantiv Inc ‘A’ *		45,767		1,414,200
WebMD Health Corp *		19,966		834,778
				16,307,950
Materials - 1.7%
The Scotts Miracle-Gro Co ‘A’		14,613		803,715
The Valspar Corp		7,594		599,850
				1,403,565
Total Common Stocks (Cost $76,565,322)				81,640,401
SHORT-TERM INVESTMENT - 1.3%
Money Market Fund - 1.3%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		1,093,152		1,093,152
Total Short-Term Investment (Cost $1,093,152)				1,093,152
TOTAL INVESTMENTS - 100.4% (Cost $77,658,474)				82,733,553
OTHER ASSETS & LIABILITIES, NET - (0.4%)				(368,494	)
NET ASSETS - 100.0%				$82,365,059

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Consumer Discretionary	22.9%
Information Technology	19.8%
Health Care	18.1%
Industrials	15.7%
Financials	8.4%
Consumer Staples	6.3%
Energy	6.2%
Others (each less than 3.0%)	3.0%
	100.4%
Other Assets & Liabilities, Net	(0.4%	)
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-59

PACIFIC LIFE FUNDS

PL MID-CAP GROWTH FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

(b) Transactions in written options for the six-month period ended September 30, 2014 were as follows:

	Number of Contracts			Premium
Outstanding, March 31, 2014		161			$30,820
Call Options Written		250			8,117
Put Options Written		1,503			59,080
Call Options Closed		(45	)		(5,175	)
Put Options Closed		(1,344	)		(53,631	)
Expired Call Options		(250	)		(8,117	)
Expired Put Options		(216	)		(26,728	)
Outstanding, September 30, 2014		59			$4,366

(c) Premium received and value of written options outstanding as of September 30, 2014 were as follows:

Options on Securities

Description	Exercise Price		Expiration Date		Exchange	Number of Contracts		Premium		Value
Put - Pandora Media Inc		$23.00		10/18/14	CME		59		$4,366		($3,422	)
Total Written Options									$4,366		($3,422	)

(d) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014			Level 1 Quoted Price			Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks
	Consumer Discretionary		$18,882,857			$17,899,916			$982,941		$—
	Consumer Staples		5,229,685			5,229,685			—		—
	Energy		5,122,502			5,122,502			—		—
	Financials		6,879,607			6,879,607			—		—
	Health Care		14,904,449			14,904,449			—		—
	Industrials		12,909,786			12,909,786			—		—
	Information Technology		16,307,950			16,307,950			—		—
	Materials		1,403,565			1,403,565			—		—
			81,640,401			80,657,460			982,941		—
	Short-Term Investment		1,093,152			1,093,152			—		—
	Total Assets		82,733,553			81,750,612			982,941		—
Liabilities	Derivatives:
	Equity Contracts
	Written Options		(3,422	)		(3,422	)		—		—
	Total Liabilities		(3,422	)		(3,422	)		—		—
	Total		$82,730,131			$81,747,190			$982,941		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-60

PACIFIC LIFE FUNDS

PL SMALL-CAP GROWTH FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Shares		Value
WARRANTS - 0.0%
Health Care - 0.0%
Neuralstem Inc Exercise @ $3.64 Exp 01/02/19 *		15,525		$20,881
Total Warrants (Cost $0)				20,881
COMMON STOCKS - 96.8%
Consumer Discretionary - 13.0%
2U Inc *		31,222		486,751
Asbury Automotive Group Inc *		850		54,757
Buffalo Wild Wings Inc *		211		28,331
Chuy’s Holdings Inc *		17,589		552,119
Coupons.com Inc *		13,933		166,639
Deckers Outdoor Corp *		10,094		980,935
Fiesta Restaurant Group Inc *		2,600		129,168
iRobot Corp *		21,829		664,693
LifeLock Inc *		68,161		974,021
Lithia Motors Inc ‘A’		2,281		172,649
Mattress Firm Holding Corp *		15,024		902,341
Rentrak Corp *		16,204		987,472
Restoration Hardware Holdings Inc *		9,814		780,704
Skechers U.S.A. Inc ‘A’ *		9,427		502,553
Sonic Corp *		30,835		689,471
Tempur Sealy International Inc *		11,343		637,136
Zoe’s Kitchen Inc *		18,973		583,609
zulily Inc ‘A’ *		20,934		793,189
				10,086,538
Consumer Staples - 3.3%
The Fresh Market Inc *		5,600		195,608
The Hain Celestial Group Inc *		9,809		1,003,951
The WhiteWave Foods Co *		21,946		797,298
United Natural Foods Inc *		9,427		579,383
				2,576,240
Energy - 3.2%
Forum Energy Technologies Inc *		12,597		385,594
GasLog Ltd (Bermuda)		21,225		467,162
Kodiak Oil & Gas Corp (Canada) *		55,252		749,770
Parsley Energy Inc ‘A’ *		29,123		621,194
RigNet Inc *		5,993		242,417
				2,466,137
Financials - 6.9%
Artisan Partners Asset Management Inc ‘A’		3,739		194,615
BankUnited Inc		12,553		382,741
E*TRADE Financial Corp *		26,856		606,677
Evercore Partners Inc ‘A’		7,948		373,556
Financial Engines Inc		4,878		166,901
Janus Capital Group Inc		52,729		766,680
MarketAxess Holdings Inc		1,100		68,046
PrivateBancorp Inc		6,400		191,424
Springleaf Holdings Inc *		29,470		940,977
Stifel Financial Corp *		16,285		763,604
SVB Financial Group *		3,452		386,935
Western Alliance Bancorp *		8,600		205,540
WisdomTree Investments Inc *		29,192		332,205
				5,379,901
Health Care - 23.8%
ACADIA Pharmaceuticals Inc *		29,513		730,742
Aegerion Pharmaceuticals Inc *		11,997		400,460
Agios Pharmaceuticals Inc *		18,354		1,126,018
Air Methods Corp *		14,377		798,643

	Shares		Value
Akorn Inc *		12,766		$463,023
Align Technology Inc *		15,305		790,962
Alnylam Pharmaceuticals Inc *		11,268		880,031
Avanir Pharmaceuticals Inc *		33,812		403,039
Celldex Therapeutics Inc *		25,645		332,359
Charles River Laboratories International Inc *		3,700		221,038
DexCom Inc *		19,498		779,725
Epizyme Inc *		11,139		301,978
ExamWorks Group Inc *		27,083		886,968
Fluidigm Corp *		9,175		224,788
Foundation Medicine Inc *		18,321		347,366
Insulet Corp *		9,724		358,329
Intercept Pharmaceuticals Inc *		2,376		562,375
LifePoint Hospitals Inc *		8,196		567,081
Medidata Solutions Inc *		11,676		517,130
Pacira Pharmaceuticals Inc *		6,237		604,490
PAREXEL International Corp *		6,400		403,776
Puma Biotechnology Inc *		3,798		906,089
Receptos Inc *		19,177		1,191,083
Revance Therapeutics Inc *		2,572		49,717
Sarepta Therapeutics Inc *		10,470		220,917
Synageva BioPharma Corp *		7,540		518,601
Team Health Holdings Inc *		20,326		1,178,705
Ultragenyx Pharmaceutical Inc *		7,678		434,575
Veeva Systems Inc ‘A’ *		32,356		911,469
Wright Medical Group Inc *		15,803		478,831
Zeltiq Aesthetics Inc *		42,096		952,632
				18,542,940
Industrials - 10.1%
Air Lease Corp		12,013		390,423
Astronics Corp *		13,573		647,161
Astronics Corp ‘B’ *		2,514		119,415
Genesee & Wyoming Inc ‘A’ *		4,177		398,110
Hexcel Corp *		10,081		400,216
Knight Transportation Inc		40,897		1,120,169
Paylocity Holdings Corp *		16,378		321,828
Polypore International Inc *		13,600		529,176
Rush Enterprises Inc ‘A’ *		15,909		532,156
The Middleby Corp *		7,565		666,703
Trex Co Inc *		24,513		847,414
TriNet Group Inc *		23,892		615,219
US Ecology Inc		10,538		492,757
Woodward Inc		15,851		754,825
				7,835,572
Information Technology - 34.0%
Ambarella Inc (Cayman) *		9,830		429,276
Arista Networks Inc *		9,734		859,804
Aruba Networks Inc *		35,303		761,839
Autohome Inc ADR (Cayman) *		4,300		180,643
Belden Inc		2,051		131,305
Benefitfocus Inc *		11,128		299,788
Blackhawk Network Holdings Inc *		4,000		129,600
Cavium Inc *		23,285		1,157,963
Cognex Corp *		31,483		1,267,820
comScore Inc *		26,712		972,584
CoStar Group Inc *		4,995		776,922
Cray Inc *		14,197		372,529
Criteo SA ADR (France) *		16,974		571,175
Demandware Inc *		9,864		502,275
EPAM Systems Inc *		19,655		860,692
EVERTEC Inc		1,961		43,809
FARO Technologies Inc *		15,744		799,008
FLIR Systems Inc		18,421		577,314
Fortinet Inc *		30,943		781,775
Gogo Inc *		32,862		554,053
GrubHub Inc *		22,223		760,916
Intersil Corp ‘A’		26,548		377,247
InvenSense Inc *		18,778		370,490

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-61

PACIFIC LIFE FUNDS

PL SMALL-CAP GROWTH FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Shares		Value
IPG Photonics Corp *		11,903		$818,688
Luxoft Holding Inc (United Kingdom) *		6,653		247,492
Materialise NV ADR (Belgium) *		15,181		170,483
MercadoLibre Inc		7,144		776,196
Nimble Storage Inc *		16,396		425,804
Proofpoint Inc *		14,784		549,078
QIWI PLC ADR (Cyprus)		3,173		100,235
Qualys Inc *		14,197		377,640
Rambus Inc *		58,593		731,241
Ruckus Wireless Inc *		52,866		706,290
Shutterstock Inc *		6,940		495,377
Splunk Inc *		10,465		579,342
Stratasys Ltd (Israel) *		5,271		636,631
SunEdison Inc *		37,841		714,438
SunPower Corp *		25,813		874,544
Synaptics Inc *		11,773		861,784
Synchronoss Technologies Inc *		23,899		1,094,096
Tableau Software Inc ‘A’ *		8,131		590,717
Tessera Technologies Inc		16,706		444,045
The Ultimate Software Group Inc *		6,824		965,664
Xoom Corp *		19,040		417,928
Yelp Inc *		4,452		303,849
				26,420,389
Materials - 2.5%
Allegheny Technologies Inc		7,589		281,552
Eagle Materials Inc		7,603		774,213
Flotek Industries Inc *		21,797		568,248
US Silica Holdings Inc		5,956		372,310
				1,996,323
Total Common Stocks (Cost $71,254,971)				75,304,040

	Shares		Value
SHORT-TERM INVESTMENT - 6.4%
Money Market Fund - 6.4%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		4,950,948		$4,950,948
Total Short-Term Investment (Cost $4,950,948)				4,950,948
TOTAL INVESTMENTS - 103.2% (Cost $76,205,919)				80,275,869
OTHER ASSETS & LIABILITIES, NET - (3.2%)				(2,510,265	)
NET ASSETS - 100.0%				$77,765,604

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Information Technology	34.0%
Health Care	23.8%
Consumer Discretionary	13.0%
Industrials	10.1%
Financials	6.9%
Short-Term Investment	6.4%
Consumer Staples	3.3%
Energy	3.2%
Others (each less than 3.0%)	2.5%
	103.2%
Other Assets & Liabilities, Net	(3.2%	)
	100.0%

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014		Level 1 Quoted Price		Level 2 Significant Observable Input		Level 3 Significant Unobservable Input
Assets	Warrants (1)		$20,881		$—		$20,881		$—
	Common Stocks (1)		75,304,040		75,304,040		—		—
	Short-Term Investment		4,950,948		4,950,948		—		—
	Total		$80,275,869		$80,254,988		$20,881		$—

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

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-62

PACIFIC LIFE FUNDS

PL SMALL-CAP VALUE FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Shares		Value
COMMON STOCKS - 98.3%
Consumer Discretionary - 16.4%
Bloomin’ Brands Inc *		93,210		$1,709,471
Brown Shoe Co Inc		38,460		1,043,420
Citi Trends Inc *		49,890		1,102,569
Crocs Inc *		63,940		804,365
Dana Holding Corp		60,560		1,160,935
DineEquity Inc		11,550		942,364
Ethan Allen Interiors Inc		38,770		883,956
GameStop Corp ‘A’		33,720		1,389,264
Haverty Furniture Cos Inc		32,620		710,790
Helen of Troy Ltd (Bermuda) *		26,680		1,401,234
MarineMax Inc *		87,630		1,476,565
Meritage Homes Corp *		38,610		1,370,655
Office Depot Inc *		392,480		2,017,347
Scholastic Corp		27,760		897,203
Tenneco Inc *		30,660		1,603,825
The Children’s Place Inc		31,700		1,510,822
Thor Industries Inc		25,110		1,293,165
				21,317,950
Consumer Staples - 3.3%
Cott Corp (Canada)		246,850		1,695,860
Dean Foods Co		116,570		1,544,552
SpartanNash Co		52,820		1,027,349
				4,267,761
Energy - 3.6%
Bill Barrett Corp *		81,990		1,807,060
Rosetta Resources Inc *		35,480		1,580,989
Stone Energy Corp *		41,800		1,310,848
				4,698,897
Financials - 27.4%
1st Source Corp		15,809		450,240
Ashford Hospitality Prime Inc REIT		61,920		943,042
Ashford Hospitality Trust Inc REIT		87,740		896,703
Aspen Insurance Holdings Ltd (Bermuda)		41,080		1,756,992
Associated Banc-Corp		82,090		1,430,008
Associated Estates Realty Corp REIT		100,950		1,767,634
CNO Financial Group Inc		107,320		1,820,147
Customers Bancorp Inc *		56,286		1,010,896
DiamondRock Hospitality Co REIT		102,610		1,301,095
Essent Group Ltd (Bermuda) *		25,570		547,454
First BanCorp *		167,810		797,097
First Commonwealth Financial Corp		111,510		935,569
First Niagara Financial Group Inc		148,100		1,233,673
FirstMerit Corp		90,200		1,587,520
Hersha Hospitality Trust REIT		202,310		1,288,715
HomeStreet Inc		60,620		1,035,996
LTC Properties Inc REIT		35,970		1,326,933
Medical Properties Trust Inc REIT		119,560		1,465,806
PacWest Bancorp		27,890		1,149,905
Parkway Properties Inc REIT		84,220		1,581,652
Popular Inc *		50,190		1,477,343
Ramco-Gershenson Properties Trust REIT		78,620		1,277,575
STAG Industrial Inc REIT		42,100		871,891
Susquehanna Bancshares Inc		168,520		1,685,200
Validus Holdings Ltd (Bermuda)		46,870		1,834,492
Webster Financial Corp		54,590		1,590,753
Wilshire Bancorp Inc		130,840		1,207,653
Zions Bancorp		42,140		1,224,588
				35,496,572
Health Care - 3.5%
Health Net Inc *		19,640		905,600
LifePoint Hospitals Inc *		26,310		1,820,389

	Shares		Value
Molina Healthcare Inc *		20,200		$854,460
WellCare Health Plans Inc *		16,420		990,783
				4,571,232
Industrials - 16.1%
AECOM Technology Corp *		29,450		993,937
Air Transport Services Group Inc *		146,520		1,066,666
Columbus Mckinnon Corp		71,030		1,561,950
Con-way Inc		25,590		1,215,525
General Cable Corp		59,150		891,982
Granite Construction Inc		31,300		995,653
Hawaiian Holdings Inc *		111,820		1,503,979
Hyster-Yale Materials Handling Inc		13,280		951,114
Kelly Services Inc ‘A’		35,040		549,077
Rush Enterprises Inc ‘A’ *		29,280		979,416
SkyWest Inc		90,400		703,312
Terex Corp		34,770		1,104,643
Tutor Perini Corp *		62,460		1,648,944
United Stationers Inc		30,250		1,136,492
URS Corp		36,030		2,075,688
Viad Corp		85,270		1,760,825
Wabash National Corp *		133,490		1,778,087
				20,917,290
Information Technology - 19.9%
Advanced Micro Devices Inc *		190,430		649,366
Anixter International Inc		12,290		1,042,684
Arrow Electronics Inc *		26,900		1,488,915
Avnet Inc		31,280		1,298,120
Booz Allen Hamilton Holding Corp		70,380		1,646,892
Convergys Corp		56,110		999,880
CSG Systems International Inc		29,560		776,837
Entegris Inc *		102,657		1,180,555
Fabrinet (Cayman) *		82,424		1,203,390
Finisar Corp *		43,310		720,245
Insight Enterprises Inc *		64,720		1,464,614
Integrated Silicon Solution Inc *		115,570		1,587,932
Jabil Circuit Inc		73,480		1,482,092
Mitel Networks Corp (Canada) *		137,250		1,255,837
MKS Instruments Inc		49,050		1,637,289
Photronics Inc *		147,650		1,188,582
Spansion Inc ‘A’ *		84,700		1,930,313
Sykes Enterprises Inc *		86,260		1,723,475
TTM Technologies Inc *		112,640		767,078
Vishay Intertechnology Inc		122,830		1,755,241
				25,799,337
Materials - 2.5%
A Schulman Inc		35,330		1,277,533
Graphic Packaging Holding Co *		82,600		1,026,718
RTI International Metals Inc *		37,600		927,216
				3,231,467
Utilities - 5.6%
Atmos Energy Corp		35,950		1,714,815
PNM Resources Inc		73,870		1,840,102
Southwest Gas Corp		38,590		1,874,702
UGI Corp		53,535		1,825,008
				7,254,627
Total Common Stocks (Cost $134,828,721)				127,555,133

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-63

PACIFIC LIFE FUNDS

PL SMALL-CAP VALUE FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Shares		Value
SHORT-TERM INVESTMENT - 1.8%
Money Market Fund - 1.8%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		2,384,851		$2,384,851
Total Short-Term Investment (Cost $2,384,851)				2,384,851
TOTAL INVESTMENTS - 100.1% (Cost $137,213,572)				129,939,984
OTHER ASSETS & LIABILITIES, NET - (0.1%)				(182,892	)
NET ASSETS - 100.0%				$129,757,092

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Financials	27.4%
Information Technology	19.9%
Consumer Discretionary	16.4%
Industrials	16.1%
Utilities	5.6%
Energy	3.6%
Health Care	3.5%
Consumer Staples	3.3%
Others (each less than 3.0%)	4.3%
	100.1%
Other Assets & Liabilities, Net	(0.1%	)
	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 September 30, 2014:

		Total Value at September 30, 2014		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks (1)		$127,555,133		$127,555,133		$—		$—
	Short-Term Investment		2,384,851		2,384,851		—		—
	Total		$129,939,984		$129,939,984		$—		$—

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

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-64

PACIFIC LIFE FUNDS

PL REAL ESTATE FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Shares		Value
COMMON STOCKS - 96.1%
Consumer Discretionary - 3.1%
Hilton Worldwide Holdings Inc *		12,389		$305,141
Starwood Hotels & Resorts Worldwide Inc		13,045		1,085,474
				1,390,615
Financials - 93.0%
Acadia Realty Trust REIT		5,986		165,094
Alexandria Real Estate Equities Inc REIT		5,441		401,274
Apartment Investment & Management Co ‘A’ REIT		417		13,269
AvalonBay Communities Inc REIT		17,560		2,475,433
Boston Properties Inc REIT		12,677		1,467,490
Camden Property Trust REIT		13,590		931,323
Chesapeake Lodging Trust REIT		9,418		274,535
Cousins Properties Inc REIT		36,872		440,620
CubeSmart REIT		2,627		47,233
DCT Industrial Trust Inc REIT		11,313		84,961
DDR Corp REIT		2,038		34,096
Duke Realty Corp REIT		20,084		345,043
Equity Lifestyle Properties Inc REIT		15,583		660,096
Equity Residential REIT		62,571		3,853,122
Essex Property Trust Inc REIT		2,911		520,341
Federal Realty Investment Trust REIT		3,029		358,815
Forest City Enterprises Inc ‘A’ *		28,469		556,854
General Growth Properties Inc REIT		79,703		1,877,006
HCP Inc REIT		16,949		673,045
Health Care REIT Inc		4,047		252,411
Healthcare Realty Trust Inc REIT		17,082		404,502
Host Hotels & Resorts Inc REIT		193,998		4,137,977
Hudson Pacific Properties Inc REIT		17,058		420,650
Lexington Realty Trust REIT		1,613		15,791
Liberty Property Trust REIT		15,956		530,697
Mack-Cali Realty Corp REIT		28,046		535,959
Mid-America Apartment Communities Inc REIT		9,148		600,566
National Retail Properties Inc REIT		16,615		574,381
New York REIT Inc		1,100		11,308
Prologis Inc REIT		27,419		1,033,696
PS Business Parks Inc REIT		2,139		162,863
Public Storage REIT		12,499		2,072,834
Realty Income Corp REIT		10,730		437,677
Regency Centers Corp REIT		29,642		1,595,629
Rexford Industrial Realty Inc REIT		9,600		132,864
Senior Housing Properties Trust REIT		48,998		1,025,038
Simon Property Group Inc REIT		36,432		5,990,149
Sovran Self Storage Inc REIT		923		68,634

	Shares		Value
Summit Hotel Properties Inc REIT		18,494		$199,365
Sunstone Hotel Investors Inc REIT		13,569		187,524
Tanger Factory Outlet Centers Inc REIT		29,966		980,488
Taubman Centers Inc REIT		1,260		91,980
The Macerich Co REIT		18,266		1,165,919
Ventas Inc REIT		19,960		1,236,522
Vornado Realty Trust REIT		29,748		2,973,610
WP Carey Inc		1,910		121,801
				42,140,485
Total Common Stocks (Cost $24,282,336)				43,531,100
SHORT-TERM INVESTMENT - 3.7%
Money Market Fund - 3.7%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		1,699,517		1,699,517
Total Short-Term Investment (Cost $1,699,517)				1,699,517
TOTAL INVESTMENTS - 99.8% (Cost $25,981,853)				45,230,617
OTHER ASSETS & LIABILITIES, NET - 0.2%				82,743
NET ASSETS - 100.0%				$45,313,360

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified by property sector as a percentage of net assets as follows:

Retail	29.3%
Residential	20.0%
Hotels, Resorts & Cruise Lines	13.6%
Specialized	12.8%
Diversified	10.1%
Office	6.3%
Others (each less than 3.0%)	4.0%
	96.1%
Short-Term Investment	3.7%
Other Assets & Liabilities, Net	0.2%
	100.0%

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks (1)		$43,531,100		$43,531,100		$—		$—
	Short-Term Investment		1,699,517		1,699,517		—		—
	Total		$45,230,617		$45,230,617		$—		$—

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

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-65

PACIFIC LIFE FUNDS

PL EMERGING MARKETS FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Shares		Value
WARRANTS - 0.1%
Malaysia - 0.1%
Genting Bhd Exercise @ MYR 7.96 Exp 12/18/18 *		137,750		$121,773
Total Warrants (Cost $64,905)				121,773
PREFERRED STOCKS - 5.3%
Brazil - 4.1%
Banco Bradesco SA ADR		59,210		843,743
Lojas Americanas SA		355,233		2,014,351
Petroleo Brasileiro SA ADR		248,600		3,701,654
Telefonica Brasil SA		200		3,938
				6,563,686
Colombia - 1.1%
Banco Davivienda SA		49,227		708,871
Bancolombia SA		8,655		122,495
Bancolombia SA ADR		15,340		870,085
Cementos Argos SA		40,972		209,615
				1,911,066
India - 0.1%
Zee Entertainment Enterprises Ltd		7,089,243		96,421
Total Preferred Stocks (Cost $7,749,998)				8,571,173
COMMON STOCKS - 90.6%
Bermuda - 0.9%
Jardine Strategic Holdings Ltd		39,282		1,365,167
Brazil - 8.0%
AMBEV SA ADR		89,870		588,649
B2W Cia Digital *		50,156		668,405
BM&FBovespa SA		552,316		2,533,963
Cyrela Brazil Realty SA Empreendimentos e Participacoes		131,900		665,495
Diagnosticos da America SA		105,600		524,171
Embraer SA ADR		36,600		1,435,452
Estacio Participacoes SA		126,900		1,320,455
Kroton Educacional SA		233,836		1,469,267
Natura Cosmeticos SA		86,200		1,310,036
Sul America SA		105,535		651,039
Telefonica Brasil SA ADR		83,910		1,651,349
				12,818,281
Cayman - 12.7%
58.com Inc ADR *		7,300		271,925
Alibaba Group Holding Ltd ADR *		6,501		577,525
Baidu Inc ADR *		38,400		8,380,032
Ctrip.com International Ltd ADR *		9,730		552,275
Eurasia Drilling Co Ltd GDR (LI) ~		18,010		510,803
Home Inns & Hotels Management Inc ADR *		24,680		715,473
JD.com Inc ADR *		8,539		220,477
Mindray Medical International Ltd ADR		20,550		619,788
New Oriental Education & Technology Group Inc ADR *		68,330		1,585,256
Qunar Cayman Islands Ltd ADR *		6,300		174,195
SOHO China Ltd		1,065,500		769,627
Tencent Holdings Ltd		177,722		2,645,585

	Shares		Value
Tingyi Cayman Islands Holding Corp		802,000		$2,108,344
Want Want China Holdings Ltd		909,000		1,133,814
				20,265,119
Chile - 0.9%
Cencosud SA		481,461		1,418,043
China - 2.6%
China Life Insurance Co Ltd ‘H’		144,000		399,734
China Oilfield Services Ltd ‘H’		306,000		808,422
China Pacific Insurance Group Co Ltd ‘H’		87,200		305,857
Shandong Weigao Group Medical Polymer Co Ltd ‘H’		665,000		657,929
Sinopharm Group Co Ltd ‘H’		356,200		1,300,884
Tsingtao Brewery Co Ltd ‘H’		88,000		625,372
				4,098,198
Colombia - 1.9%
Almacenes Exito SA		46,860		685,893
Almacenes Exito SA GDR ~		42,900		635,431
Grupo Aval Acciones y Valores ADR *		58,240		789,152
Grupo de Inversiones Suramericana SA		50,073		1,004,924
				3,115,400
Denmark - 1.2%
Carlsberg AS ‘B’		21,714		1,926,311
Egypt - 0.7%
Commercial International Bank Egypt SAE		152,229		1,083,183
France - 2.6%
LVMH Moet Hennessy Louis Vuitton SA		10,270		1,664,785
Pernod Ricard SA		21,410		2,419,902
				4,084,687
Hong Kong - 4.6%
AIA Group Ltd		297,600		1,535,905
CNOOC Ltd		862,000		1,483,676
Hang Lung Group Ltd		151,000		748,258
Hang Lung Properties Ltd		771,000		2,190,509
Hong Kong Exchanges & Clearing Ltd		64,216		1,383,756
				7,342,104
India - 13.7%
Ambuja Cements Ltd		169,975		587,933
Apollo Hospitals Enterprise Ltd		44,559		809,491
Asian Paints Ltd		44,579		454,777
Cipla Ltd		108,332		1,100,170
Colgate-Palmolive India Ltd		21,394		603,881
Divi’s Laboratories Ltd		4,654		135,261
Dr Reddy’s Laboratories Ltd		20,516		1,074,449
Glenmark Pharmaceuticals Ltd		21,896		255,857
Hindustan Unilever Ltd		29,306		353,420
Housing Development Finance Corp		236,738		4,036,895
ICICI Bank Ltd ADR		61,370		3,013,267
Infosys Ltd		61,325		3,728,319
Larsen & Toubro Ltd		13,384		314,835
Lupin Ltd		9,719		219,272
Marico Ltd		102,050		512,384
Shriram Transport Finance Co Ltd		10,571		159,519
Sun Pharmaceutical Industries Ltd		36,213		501,318
Tata Consultancy Services Ltd		37,836		1,677,618
Ultratech Cement Ltd		16,848		717,819
Zee Entertainment Enterprises Ltd		313,966		1,591,834
				21,848,319

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-66

PACIFIC LIFE FUNDS

PL EMERGING MARKETS FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Shares		Value
Indonesia - 2.6%
P.T. Astra International Tbk		3,958,500		$2,291,295
P.T. Indocement Tunggal Prakarsa Tbk		392,000		693,480
P.T. Semen Indonesia Persero Tbk		610,000		771,061
P.T. Unilever Indonesia Tbk		123,000		320,034
				4,075,870
Italy - 1.7%
Prada SPA		437,400		2,651,542
Luxembourg - 1.4%
Tenaris SA ADR		50,350		2,293,442
Malaysia - 1.1%
Genting Bhd		625,400		1,808,978
Mexico - 6.2%
America Movil SAB de CV ‘L’ ADR		107,100		2,698,920
Fomento Economico Mexicano SAB de CV		168,739		1,551,763
Grupo Aeroportuario del Sureste SAB de CV ‘B’		27,816		358,902
Grupo Financiero Banorte SAB de CV ‘O’		300,911		1,927,058
Grupo Financiero Inbursa SAB de CV ‘O’		374,392		1,070,448
Grupo Mexico SAB de CV ‘B’		96,898		325,603
Grupo Televisa SAB ADR		59,530		2,016,876
				9,949,570
Netherlands - 2.0%
Yandex NV ‘A’ *		114,040		3,169,742
Nigeria - 1.0%
Guaranty Trust Bank PLC		1,845,063		335,005
Nigerian Breweries PLC		693,206		744,609
Zenith Bank PLC		3,178,886		475,329
				1,554,943
Philippines - 2.1%
International Container Terminal Services Inc		3,090		7,598
Jollibee Foods Corp		196,360		857,633
SM Investments Corp		81,315		1,454,270
SM Prime Holdings Inc		2,794,070		1,088,001
				3,407,502
Russia - 4.9%
Alrosa AO		724,010		649,115
Magnit OJSC (RTS)		15,572		3,901,259
NOVATEK OAO GDR (LI) ~		32,100		3,343,502
				7,893,876
South Africa - 1.5%
MTN Group Ltd		61,674		1,299,753
Naspers Ltd ‘N’		9,641		1,060,355
				2,360,108
South Korea - 0.8%
NAVER Corp		1,490		1,129,931
Shinsegae Co Ltd		782		162,479
				1,292,410
Switzerland - 1.2%
Cie Financiere Richemont SA ~		23,356		1,913,970
Taiwan - 1.8%
Taiwan Semiconductor Manufacturing Co Ltd		734,995		2,925,792

	Shares		Value
Thailand - 1.0%
Airports of Thailand PCL		29,800		$215,516
CP ALL PCL		1,034,400		1,427,584
				1,643,100
Turkey - 2.8%
Anadolu Efes Biracilik Ve Malt Sanayii AS *		77,898		899,224
BIM Birlesik Magazalar AS		33,041		692,043
Haci Omer Sabanci Holding AS		339,814		1,428,605
Turkiye Garanti Bankasi AS		316,911		1,111,883
Ulker Biskuvi Sanayi AS		46,544		308,882
				4,440,637
United Arab Emirates - 1.0%
DP World Ltd		15,579		323,264
DP World Ltd (LI)		65,554		1,315,790
				1,639,054
United Kingdom - 6.5%
Genel Energy PLC *		55,960		756,805
Glencore PLC *		562,250		3,110,940
HSBC Holdings PLC		137,949		1,410,465
Old Mutual PLC		448,732		1,311,178
SABMiller PLC		34,060		1,892,645
Tullow Oil PLC		178,944		1,862,954
				10,344,987
United States - 1.2%
MercadoLibre Inc		18,040		1,960,046
Total Common Stocks (Cost $115,375,953)				144,690,381
SHORT-TERM INVESTMENT - 3.8%
Money Market Fund - 3.8%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		6,024,063		6,024,063
Total Short-Term Investment (Cost $6,024,063)				6,024,063
TOTAL INVESTMENTS - 99.8% (Cost $129,214,919)				159,407,390
OTHER ASSETS & LIABILITIES, NET - 0.2%				299,710
NET ASSETS - 100.0%				$159,707,100

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Financials	20.9%
Information Technology	16.6%
Consumer Staples	16.3%
Consumer Discretionary	16.0%
Energy	9.2%
Materials	4.7%
Health Care	4.5%
Industrials	4.3%
Short-Term Investment	3.8%
Telecommunication Services	3.5%
	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 A-91

A-67

PACIFIC LIFE FUNDS

PL EMERGING MARKETS FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

(b) As of September 30, 2014, the fund was diversified by country of incorporation as a percentage of net assets as follows:

India	13.8%
Cayman	12.7%
Brazil	12.1%
United Kingdom	6.5%
Mexico	6.2%
United States (Includes Short-Term Investment)	5.0%
Russia	4.9%
Hong Kong	4.6%
Others (each less than 3.0%)	34.0%
	99.8%
Other Assets & Liabilities, Net	0.2%
	100.0%

(c) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Warrants (1)		$121,773		$121,773		$—		$—
	Preferred Stocks (1)		8,571,173		8,571,173		—		—
	Common Stocks
	Bermuda		1,365,167		—		1,365,167		—
	Brazil		12,818,281		12,818,281		—		—
	Cayman		20,265,119		13,096,946		7,168,173		—
	Chile		1,418,043		1,418,043		—		—
	China		4,098,198		—		4,098,198		—
	Colombia		3,115,400		2,479,969		635,431		—
	Denmark		1,926,311		—		1,926,311		—
	Egypt		1,083,183		—		1,083,183		—
	France		4,084,687		—		4,084,687		—
	Hong Kong		7,342,104		—		7,342,104		—
	India		21,848,319		3,013,267		18,835,052		—
	Indonesia		4,075,870		—		4,075,870		—
	Italy		2,651,542		—		2,651,542		—
	Luxembourg		2,293,442		2,293,442		—		—
	Malaysia		1,808,978		—		1,808,978		—
	Mexico		9,949,570		9,949,570		—		—
	Netherlands		3,169,742		3,169,742		—		—
	Nigeria		1,554,943		1,554,943		—		—
	Philippines		3,407,502		—		3,407,502		—
	Russia		7,893,876		—		7,893,876		—
	South Africa		2,360,108		—		2,360,108		—
	South Korea		1,292,410		—		1,292,410		—
	Switzerland		1,913,970		—		1,913,970		—
	Taiwan		2,925,792		—		2,925,792		—
	Thailand		1,643,100		215,516		1,427,584		—
	Turkey		4,440,637		—		4,440,637		—
	United Arab Emirates		1,639,054		323,264		1,315,790		—
	United Kingdom		10,344,987		—		10,344,987		—
	United States		1,960,046		1,960,046		—		—
			144,690,381		52,293,029		92,397,352		—
	Short-Term Investment		6,024,063		6,024,063		—		—
	Total		$159,407,390		$67,010,038		$92,397,352		$—

During the six-month period ended September 30, 2014, investments with a total aggregate value of $3,931,972 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. Also during the same period, an investment with a value of $215,516 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.

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

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-68

PACIFIC LIFE FUNDS

PL INTERNATIONAL LARGE-CAP FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Shares		Value
PREFERRED STOCKS - 0.8%
Brazil - 0.8%
Itau Unibanco Holding SA ADR		166,922		$2,316,877
Total Preferred Stocks (Cost $2,257,882)				2,316,877
COMMON STOCKS - 97.2%
Australia - 0.4%
Orica Ltd		73,683		1,213,537
Bermuda - 1.8%
Global Brands Group Holding Ltd *		6,920,639		1,521,366
Li & Fung Ltd		3,005,358		3,408,653
				4,930,019
Brazil - 0.3%
BM&FBovespa SA		180,600		828,572
Canada - 4.7%
Canadian National Railway Co		92,664		6,575,437
Loblaw Cos Ltd		55,957		2,800,473
Valeant Pharmaceuticals International Inc *		27,175		3,565,360
				12,941,270
Denmark - 0.5%
Carlsberg AS ‘B’		14,048		1,246,238
France - 12.6%
Air Liquide SA		45,335		5,511,796
Danone SA		82,725		5,522,760
Dassault Systemes		22,240		1,423,444
GDF Suez		143,238		3,582,502
Legrand SA		39,754		2,061,917
LVMH Moet Hennessy Louis Vuitton SA		34,268		5,554,902
Pernod Ricard SA		48,466		5,477,952
Schneider Electric SE		76,358		5,838,945
				34,974,218
Germany - 12.4%
Bayer AG		87,150		12,205,714
Beiersdorf AG		49,741		4,154,640
Linde AG		30,559		5,872,267
Merck KGaA		46,259		4,263,236
MTU Aero Engines AG		11,847		1,009,989
ProSiebenSat.1 Media AG		57,094		2,272,539
SAP SE		64,051		4,618,774
				34,397,159
Hong Kong - 1.7%
AIA Group Ltd		906,262		4,677,191
India - 1.8%
Housing Development Finance Corp		180,812		3,083,236
Reliance Industries Ltd		131,203		2,002,942
				5,086,178
Israel - 0.4%
Check Point Software Technologies Ltd *		14,856		1,028,629
Italy - 0.7%
Saipem SPA *		90,230		1,910,105

	Shares		Value
Japan - 12.6%
Denso Corp		123,000		$5,675,412
FANUC Corp		17,200		3,106,059
Honda Motor Co Ltd		171,400		5,945,003
Hoya Corp		160,200		5,384,274
Inpex Corp		290,100		4,106,978
Japan Tobacco Inc		89,500		2,913,246
Kyocera Corp		58,700		2,738,370
Shin-Etsu Chemical Co Ltd		42,000		2,747,517
Terumo Corp		100,300		2,406,562
				35,023,421
Netherlands - 6.3%
Akzo Nobel NV		61,360		4,180,154
Heineken NV		37,464		2,797,948
ING Groep NV CVA *		427,030		6,074,015
Randstad Holding NV		97,139		4,510,857
				17,562,974
Russia - 0.4%
Sberbank of Russia ADR		147,712		1,162,198
Singapore - 2.2%
DBS Group Holdings Ltd		329,000		4,743,382
Singapore Telecommunications Ltd		413,862		1,229,986
				5,973,368
South Korea - 0.9%
Samsung Electronics Co Ltd		2,145		2,401,309
Spain - 1.1%
Amadeus IT Holding SA ‘A’		79,158		2,948,533
Sweden - 1.1%
Hennes & Mauritz AB ‘B’		75,066		3,114,576
Switzerland - 9.8%
Julius Baer Group Ltd		58,006		2,588,007
Kuehne + Nagel International AG		11,497		1,450,445
Nestle SA		132,981		9,754,116
Roche Holding AG		17,344		5,135,595
Sonova Holding AG		16,038		2,559,433
UBS AG (XVTX)		318,248		5,521,639
				27,009,235
Taiwan - 2.5%
Hon Hai Precision Industry Co Ltd		522,459		1,645,135
Taiwan Semiconductor Manufacturing Co Ltd ADR		257,096		5,188,197
				6,833,332
Thailand - 0.3%
Kasikornbank PCL		123,400		889,821
United Kingdom - 20.6%
Barclays PLC		798,715		2,942,376
BG Group PLC		231,554		4,259,347
British Sky Broadcasting Group PLC		19,533		277,799
Compass Group PLC		469,052		7,575,514
Delphi Automotive PLC		30,696		1,882,893
Diageo PLC		153,546		4,439,597
Hays PLC		427,383		801,297
HSBC Holdings PLC (LI)		654,054		6,656,498
Prudential PLC		80,834		1,795,376
Reckitt Benckiser Group PLC		62,263		5,389,132

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-69

PACIFIC LIFE FUNDS

PL INTERNATIONAL LARGE-CAP FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Shares		Value
Rio Tinto PLC		72,741		$3,571,414
Rolls-Royce Holdings PLC *		145,274		2,251,791
Smiths Group PLC		155,153		3,178,001
Standard Chartered PLC		283,407		5,220,862
WPP PLC		341,738		6,835,439
				57,077,336
United States - 2.1%
NCR Corp *		41,805		1,396,705
Yum! Brands Inc		60,770		4,374,225
				5,770,930
Total Common Stocks (Cost $206,479,483)				269,000,149
SHORT-TERM INVESTMENT - 1.3%
Money Market Fund - 1.3%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		3,509,948		3,509,948
Total Short-Term Investment (Cost $3,509,948)				3,509,948
TOTAL INVESTMENTS - 99.3% (Cost $212,247,313)				274,826,974
OTHER ASSETS & LIABILITIES, NET - 0.7%				2,074,157
NET ASSETS - 100.0%				$276,901,131

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Financials	17.5%
Consumer Discretionary	17.5%
Consumer Staples	16.1%
Industrials	11.1%
Health Care	10.9%
Information Technology	10.4%
Materials	8.3%
Energy	4.4%
Others (each less than 3.0%)	3.1%
	99.3%
Other Assets & Liabilities, Net	0.7%
	100.0%

(b) As of September 30, 2014, the fund was diversified by country of incorporation as a percentage of net assets as follows:

United Kingdom	20.6%
Japan	12.6%
France	12.6%
Germany	12.4%
Switzerland	9.8%
Netherlands	6.3%
Canada	4.7%
United States (Includes Short-Term Investment)	3.4%
Others (each less than 3.0%)	16.9%
	99.3%
Other Assets & Liabilities, Net	0.7%
	100.0%

(c) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Preferred Stocks (1)		$2,316,877		$2,316,877		$—		$—
	Common Stocks
	Australia		1,213,537		—		1,213,537		—
	Bermuda		4,930,019		—		4,930,019		—
	Brazil		828,572		828,572		—		—
	Canada		12,941,270		12,941,270		—		—
	Denmark		1,246,238		—		1,246,238		—
	France		34,974,218		—		34,974,218		—
	Germany		34,397,159		—		34,397,159		—
	Hong Kong		4,677,191		—		4,677,191		—
	India		5,086,178		—		5,086,178		—
	Israel		1,028,629		1,028,629		—		—
	Italy		1,910,105		—		1,910,105		—
	Japan		35,023,421		—		35,023,421		—
	Netherlands		17,562,974		—		17,562,974		—
	Russia		1,162,198		1,162,198		—		—
	Singapore		5,973,368		—		5,973,368		—
	South Korea		2,401,309		—		2,401,309		—
	Spain		2,948,533		—		2,948,533		—
	Sweden		3,114,576		—		3,114,576		—
	Switzerland		27,009,235		—		27,009,235		—
	Taiwan		6,833,332		5,188,197		1,645,135		—
	Thailand		889,821		—		889,821		—
	United Kingdom		57,077,336		1,882,893		55,194,443		—
	United States		5,770,930		5,770,930		—		—
			269,000,149		28,802,689		240,197,460		—
	Short-Term Investment		3,509,948		3,509,948		—		—
	Total		$274,826,974		$34,629,514		$240,197,460		$—

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

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-70

PACIFIC LIFE FUNDS

PL INTERNATIONAL VALUE FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Shares		Value
RIGHTS - 0.0%
Spain - 0.0%
Banco Popular Espanol SA Exp 10/13/14 *		177,177		$2,462
Total Rights (Cost $2,473)				2,462
PREFERRED STOCKS - 0.8%
Germany - 0.8%
Porsche Automobil Holding SE		15,816		1,266,165
Total Preferred Stocks (Cost $1,672,307)				1,266,165
COMMON STOCKS - 97.2%
Australia - 1.9%
Australia & New Zealand Banking Group Ltd		84,003		2,269,779
Goodman Group REIT		211,234		952,384
				3,222,163
Belgium - 2.3%
KBC Groep NV *		16,277		859,268
Solvay SA		20,631		3,162,893
				4,022,161
Canada - 1.0%
First Quantum Minerals Ltd		91,425		1,764,908
Cayman - 0.5%
Sands China Ltd		178,800		928,853
China - 0.9%
Industrial & Commercial Bank of China Ltd ‘H’		2,355,000		1,469,695
Denmark - 1.0%
Danske Bank AS		62,614		1,696,887
Finland - 0.8%
UPM-Kymmene OYJ		100,399		1,424,255
France - 16.0%
AXA SA		113,679		2,799,591
BNP Paribas SA		50,610		3,346,777
Cie de St-Gobain		50,571		2,303,385
Credit Agricole SA		106,141		1,594,784
Electricite de France SA		37,059		1,215,397
GDF Suez		132,240		3,307,433
Lafarge SA		25,188		1,808,313
Publicis Groupe SA		15,013		1,029,511
Renault SA		31,017		2,238,815
Sanofi		26,810		3,024,590
Schneider Electric SE		28,810		2,203,044
Sodexo		17,157		1,674,603
Suez Environnement Co		50,908		857,378
				27,403,621

	Shares		Value
Germany - 3.2%
Bayer AG		28,690		$4,018,152
Daimler AG		19,748		1,514,665
				5,532,817
Hong Kong - 1.3%
Hutchison Whampoa Ltd		116,000		1,402,002
The Wharf Holdings Ltd		105,000		746,856
				2,148,858
India - 0.5%
Infosys Ltd ADR		14,651		886,239
Ireland - 0.7%
Ryanair Holdings PLC ADR *		21,068		1,188,867
Italy - 5.4%
Assicurazioni Generali SPA		104,611		2,195,645
Enel SPA		482,918		2,547,980
Eni SPA		88,738		2,106,670
Telecom Italia SPA *		751,233		858,248
Unione di Banche Italiane SCpA		176,243		1,468,978
				9,177,521
Japan - 22.9%
Daikin Industries Ltd		12,800		794,347
Daiwa House Industry Co Ltd		93,300		1,675,606
Hitachi Ltd		442,000		3,363,957
Japan Airlines Co Ltd		67,000		1,833,624
Japan Tobacco Inc		59,100		1,923,719
KDDI Corp		23,300		1,402,049
Mitsubishi UFJ Financial Group Inc		815,100		4,613,900
Mitsui & Co Ltd		132,700		2,093,968
Mitsui Fudosan Co Ltd		68,000		2,085,256
NH Foods Ltd		49,000		1,041,732
Nippon Telegraph & Telephone Corp		34,600		2,153,374
Nomura Holdings Inc		272,300		1,615,823
ORIX Corp		113,800		1,571,612
Otsuka Holdings Co Ltd		34,900		1,203,684
Ricoh Co Ltd		93,500		1,005,347
Seven & I Holdings Co Ltd		42,200		1,638,338
Sony Corp		62,200		1,120,811
Sumitomo Mitsui Financial Group Inc		45,000		1,836,344
Toyota Motor Corp		71,700		4,213,591
Yamaha Motor Co Ltd		49,500		969,331
Yamato Holdings Co Ltd		55,800		1,039,369
				39,195,782
Netherlands - 2.6%
ING Groep NV CVA *		165,431		2,353,068
Koninklijke KPN NV *		644,544		2,057,591
				4,410,659
Norway - 1.5%
DNB ASA		64,450		1,205,327
Norsk Hydro ASA		239,502		1,334,374
				2,539,701
Russia - 0.5%
MMC Norilsk Nickel OJSC ADR		46,963		872,572
South Korea - 1.7%
KT Corp		30,725		999,678
Samsung Electronics Co Ltd		1,741		1,949,034
				2,948,712

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-71

PACIFIC LIFE FUNDS

PL INTERNATIONAL VALUE FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Shares		Value
Spain - 2.0%
Banco Popular Espanol SA		195,819		$1,191,467
Repsol SA		96,171		2,275,975
				3,467,442
Sweden - 1.4%
Electrolux AB ‘B’		88,104		2,315,794
Switzerland - 7.1%
Nestle SA		39,959		2,930,980
Novartis AG		39,519		3,721,824
Roche Holding AG		10,823		3,204,713
Zurich Insurance Group AG		7,611		2,263,206
				12,120,723
Taiwan - 0.5%
Asustek Computer Inc		90,000		856,837
Turkey - 0.6%
Turkiye Garanti Bankasi AS		298,895		1,048,674
United Kingdom - 20.9%
AstraZeneca PLC		33,548		2,403,503
Barclays PLC		613,903		2,261,549
BG Group PLC		164,529		3,026,448
BP PLC		173,644		1,272,398
British American Tobacco PLC		26,748		1,503,466
HSBC Holdings PLC		501,462		5,103,525
InterContinental Hotels Group PLC		37,503		1,446,085
Prudential PLC		106,270		2,360,326
Rio Tinto PLC		69,994		3,436,543
Royal Dutch Shell PLC ‘A’		167,492		6,388,464
SABMiller PLC		31,570		1,754,280
Vodafone Group PLC		1,186,655		3,911,579
Wolseley PLC		19,300		1,013,960
				35,882,126
Total Common Stocks (Cost $151,672,488)				166,525,867
SHORT-TERM INVESTMENT - 7.6%
Money Market Fund - 7.6%
Blackrock Liquidity Funds Treasury Trust Fund Portfolio		13,021,382		13,021,382
Total Short-Term Investment (Cost $13,021,382)				13,021,382
TOTAL INVESTMENTS - 105.6% (Cost $166,368,650)				180,815,876
OTHER ASSETS & LIABILITIES, NET - (5.6%)				(9,512,309	)
NET ASSETS - 100.0%				$171,303,567

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Financials	29.5%
Consumer Discretionary	10.9%
Health Care	10.3%
Energy	8.8%
Industrials	8.1%
Materials	8.1%
Short-Term Investment	7.6%
Telecommunication Services	6.7%
Consumer Staples	6.3%
Information Technology	4.7%
Utilities	4.6%
	105.6%
Other Assets & Liabilities, Net	(5.6%	)
	100.0%

(b) As of September 30, 2014, the fund was diversified by country of incorporation as a percentage of net assets as follows:

Japan	22.9%
United Kingdom	20.9%
France	16.0%
United States (Includes Short-Term Investment)	7.6%
Switzerland	7.1%
Italy	5.4%
Germany	4.0%
Others (each less than 3.0%)	21.7%
	105.6%
Other Assets & Liabilities, Net	(5.6%	)
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-72

PACIFIC LIFE FUNDS

PL INTERNATIONAL VALUE FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

(c) Forward foreign currency contracts outstanding as of September 30, 2014 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
AUD	1,267,921	USD	1,110,791		11/14	DUB		($3,625	)
AUD	11,333,919	USD	10,548,132		11/14	HSB		(651,192	)
CAD	523,489	USD	476,745		11/14	DUB		(9,749	)
CHF	6,065,273	USD	6,689,069		11/14	ANZ		(334,110	)
CHF	1,294,666	USD	1,367,108		11/14	DUB		(10,607	)
CHF	798,166	USD	881,509		11/14	HSB		(45,221	)
EUR	772,608	USD	1,033,361		11/14	BRC		(57,274	)
EUR	256,744	USD	338,931		11/14	CSF		(14,570	)
EUR	4,056,216	USD	5,169,226		11/14	DUB		(44,737	)
EUR	610,552	USD	819,177		11/14	GSC		(47,825	)
EUR	4,683,555	USD	6,287,263		11/14	HSB		(370,217	)
EUR	298,772	USD	386,406		11/14	UBS		(8,947	)
GBP	196,083	USD	328,575		11/14	BRC		(10,795	)
GBP	2,233,608	USD	3,640,596		11/14	DUB		(20,732	)
GBP	763,460	USD	1,267,484		11/14	GSC		(30,195	)
GBP	2,114,496	USD	3,557,515		11/14	HSB		(130,688	)
GBP	597,147	USD	962,052		11/14	RBC		5,706
HKD	8,318,234	USD	1,072,920		11/14	DUB		(1,747	)
HKD	4,443,969	USD	573,489		11/14	HSB		(1,221	)
HKD	2,501,517	USD	322,760		11/14	SSB		(630	)
HKD	13,856,456	USD	1,787,968		11/14	WBC		(3,616	)
JPY	135,269,343	EUR	990,000		11/14	CIT		(17,047	)
JPY	59,602,624	HKD	4,527,771		11/14	SGN		(39,471	)
JPY	60,805,973	USD	591,176		11/14	BRC		(36,612	)
JPY	434,130,843	USD	4,235,179		11/14	CIT		(275,812	)
JPY	502,893,925	USD	4,675,622		11/14	DUB		(89,119	)
JPY	68,227,671	USD	627,438		11/14	GSC		(5,187	)
NOK	3,980,206	USD	645,205		11/14	DUB		(26,513	)
NOK	2,446,732	USD	388,404		11/14	HSB		(8,078	)
NOK	2,487,100	USD	400,933		11/14	RBC		(14,332	)
SEK	21,476,564	USD	3,114,875		11/14	DUB		(139,047	)
SGD	3,408,646	USD	2,733,596		11/14	WBC		(61,655	)
USD	1,055,975	AUD	1,140,958		11/14	DUB		59,674
USD	1,721,040	CAD	1,874,420		11/14	GSC		48,901
USD	646,900	CHF	587,612		11/14	BRC		31,223
USD	877,177	CHF	794,373		11/14	CIT		44,864
USD	2,124,336	CHF	1,923,109		11/14	DUB		109,377
USD	1,147,936	CHF	1,092,068		11/14	MSC		3,709
USD	353,583	CHF	332,248		11/14	WBC		5,467
USD	476,274	EUR	355,451		11/14	CIT		27,209
USD	6,195,344	EUR	4,623,108		11/14	DUB		354,663
USD	877,332	EUR	671,991		11/14	GSC		28,361
USD	4,694,778	EUR	3,700,893		11/14	MSC		19,192
USD	6,164,521	EUR	4,605,923		11/14	RBS		345,551
USD	972,132	EUR	762,436		11/14	SSB		8,896
USD	4,374,930	GBP	2,601,519		11/14	DUB		158,817
USD	429,189	GBP	264,437		11/14	GSC		633
USD	3,216,448	GBP	1,982,736		11/14	MSC		3,156
USD	3,825,695	GBP	2,269,971		11/14	RBS		146,901
USD	894,985	HKD	6,937,091		11/14	CIT		1,668
USD	742,082	HKD	5,750,244		11/14	RBS		1,600
USD	439,452	HKD	3,408,991		11/14	SSB		462
USD	694,249	HKD	5,380,220		11/14	UBS		1,416
USD	3,929,050	JPY	402,993,380		11/14	DUB		253,663
USD	8,471,492	JPY	870,767,755		11/14	GSC		529,901
USD	509,536	JPY	52,252,618		11/14	HSB		32,980
USD	3,563,215	JPY	390,605,226		11/14	MSC		810
USD	601,373	JPY	65,710,537		11/14	RBC		2,079
USD	877,510	JPY	94,083,062		11/14	SSB		19,453
USD	2,801,439	NOK	17,649,827		11/14	DUB		57,910
Total Forward Foreign Currency Contracts								($206,329	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-73

PACIFIC LIFE FUNDS

PL INTERNATIONAL VALUE FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

(d) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014			Level 1 Quoted Price		Level 2 Significant Observable Input			Level 3 Significant Unobservable Input
Assets	Rights (1)		$2,462			$2,462		$—			$—
	Preferred Stocks (1)		1,266,165			—		1,266,165			—
	Common Stocks
	Australia		3,222,163			—		3,222,163			—
	Belgium		4,022,161			—		4,022,161			—
	Canada		1,764,908			1,764,908		—			—
	Cayman		928,853			—		928,853			—
	China		1,469,695			—		1,469,695			—
	Denmark		1,696,887			—		1,696,887			—
	Finland		1,424,255			—		1,424,255			—
	France		27,403,621			—		27,403,621			—
	Germany		5,532,817			—		5,532,817			—
	Hong Kong		2,148,858			—		2,148,858			—
	India		886,239			886,239		—			—
	Ireland		1,188,867			1,188,867		—			—
	Italy		9,177,521			—		9,177,521			—
	Japan		39,195,782			—		39,195,782			—
	Netherlands		4,410,659			—		4,410,659			—
	Norway		2,539,701			—		2,539,701			—
	Russia		872,572			872,572		—			—
	South Korea		2,948,712			—		2,948,712			—
	Spain		3,467,442			—		3,467,442			—
	Sweden		2,315,794			—		2,315,794			—
	Switzerland		12,120,723			—		12,120,723			—
	Taiwan		856,837			—		856,837			—
	Turkey		1,048,674			—		1,048,674			—
	United Kingdom		35,882,126			—		35,882,126			—
			166,525,867			4,712,586		161,813,281			—
	Short-Term Investment		13,021,382			13,021,382		—			—
	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		2,304,242			—		2,304,242			—
	Total Assets		183,120,118			17,736,430		165,383,688			—
Liabilities	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(2,510,571	)		—		(2,510,571	)		—
	Total Liabilities		(2,510,571	)		—		(2,510,571	)		—
	Total		$180,609,547			$17,736,430		$162,873,117			$—

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

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

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Schedule of Investments

September 30, 2014 (Unaudited)

	Principal Amount		Value
U.S. TREASURY OBLIGATIONS - 6.1%
U.S. Treasury Notes - 6.1%
0.375% due 03/15/15 ‡		$12,100,000		$12,118,670
Total U.S. Treasury Obligations (Cost $12,113,588)				12,118,670
FOREIGN GOVERNMENT BONDS & NOTES - 22.7%
Canada - 6.0%
Canadian Government 1.000% due 02/01/15		CAD 13,260,000		11,846,208
France - 4.6%
France Government OAT 3.500% due 04/25/15		EUR 7,000,000		9,016,458
Germany - 5.9%
Bundesobligation 2.500% due 02/27/15		9,175,000		11,708,256
United Kingdom - 6.2%
United Kingdom Gilt 2.750% due 01/22/15 ~		GBP 7,430,000		12,132,578
Total Foreign Government Bonds & Notes (Cost $46,893,769)				44,703,500

	Shares		Value
SHORT-TERM INVESTMENTS – 71.3%
Money Market Fund - 45.9%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		90,616,866		$90,616,866
	Principal Amount
U.S. Treasury Bills - 25.4%
0.024% due 08/20/15		$6,000,000		5,996,232
0.035% due 10/16/14		8,000,000		7,999,925
0.040% due 11/13/14		6,000,000		5,999,956
0.055% due 03/05/15		8,000,000		7,999,136
0.059% due 04/30/15 ‡		8,000,000		7,998,480
0.082% due 06/25/15 ‡		6,000,000		5,998,110
0.090% due 07/23/15		8,000,000		7,996,720
				49,988,559
Total Short-Term Investments (Cost $140,597,608)				140,605,425
TOTAL INVESTMENTS - 100.1% (Cost $199,604,965)				197,427,595
OTHER ASSETS & LIABILITIES, NET - (0.1%)				(176,359	)
NET ASSETS - 100.0%				$197,251,236

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Short-Term Investments	71.3%
Foreign Government Bonds & Notes	22.7%
U.S. Treasury Obligations	6.1%
	100.1%
Other Assets & Liabilities, Net	(0.1%	)
	100.0%

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

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-75

PACIFIC LIFE FUNDS

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Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

(c) Forward foreign currency contracts outstanding as of September 30, 2014 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
AUD	32,763,597	USD	29,103,993		10/14	BRC		($457,800	)
AUD	15,661,537	USD	14,077,842		10/14	CIT		(385,993	)
AUD	16,241,867	USD	14,601,032		10/14	GSC		(401,838	)
CHF	19,577,909	USD	20,618,000		10/14	BRC		(107,778	)
CHF	17,026,776	USD	17,930,000		10/14	CIT		(92,398	)
CHF	54,083,744	USD	57,685,064		10/14	GSC		(1,025,817	)
CHF	15,982,152	USD	16,832,000		10/14	RBC		(88,767	)
EUR	19,740,672	USD	25,600,000		10/14	BRC		(663,070	)
EUR	14,728,000	USD	19,034,734		10/14	SEB		(429,942	)
GBP	11,728,000	USD	19,063,946		10/14	ANZ		(54,505	)
GBP	9,400,000	USD	15,386,813		10/14	CIT		(150,733	)
HUF	3,440,050,000	USD	14,012,994		10/14	GSC		(35,929	)
HUF	294,450,000	USD	1,196,343		10/14	GSC		19
JPY	1,785,843,535	USD	16,435,000		10/14	ANZ		(149,544	)
JPY	1,343,880,300	USD	12,532,105		10/14	BRC		(276,999	)
JPY	108,900,000	USD	996,386		10/14	CSF		(3,328	)
JPY	559,150,245	USD	5,129,000		10/14	GSC		(30,000	)
JPY	3,122,000,000	USD	29,289,629		10/14	MSC		(820,133	)
JPY	1,559,049,211	USD	14,336,000		10/14	RBC		(118,726	)
MXN	192,590,000	USD	14,546,073		10/14	CSF		(224,451	)
NZD	39,253,675	USD	31,860,245		10/14	CIT		(1,281,621	)
NZD	17,215,000	USD	13,680,020		10/14	MSC		(265,264	)
NZD	18,956,325	USD	15,388,555		10/14	RBC		(621,572	)
PHP	43,850,000	USD	986,058		10/14	BRC		(9,367	)
PHP	1,266,500,000	USD	28,777,551		10/14	GSC		(568,214	)
SEK	100,150,000	USD	14,099,210		10/14	BRC		(221,320	)
SEK	7,290,000	USD	1,005,938		10/14	GSC		4,245
SEK	72,905,833	USD	10,257,000		10/14	SEB		(154,490	)
USD	29,504,562	AUD	32,405,000		10/14	MSC		1,168,610
USD	26,436,095	CAD	29,110,000		10/14	BRC		455,362
USD	22,611,588	CHF	21,136,400		10/14	BOA		468,659
USD	25,600,000	CHF	23,890,637		10/14	BRC		571,676
USD	21,348,669	CHF	19,946,873		10/14	CIT		451,913
USD	1,009,509	CHF	965,000		10/14	GSC		(1,420	)
USD	94,008,403	CHF	87,982,748		10/14	GSC		1,835,885
USD	43,727,749	CHF	40,815,000		10/14	JPM		970,161
USD	19,300,937	CHF	18,062,106		10/14	RBC		378,701
USD	7,005,267	EUR	5,415,000		10/14	JPM		165,036
USD	16,366,923	GBP	10,018,000		10/14	GSC		129,126
USD	25,960,415	GBP	16,095,000		10/14	RBS		(127,996	)
USD	10,257,000	JPY	1,116,474,450		10/14	BOA		75,652
USD	18,833,728	NOK	120,388,769		10/14	SEB		109,407
USD	77,253,043	NZD	94,565,000		10/14	BRC		3,563,446
USD	8,200,000	PHP	369,676,500		10/14	GSC		(33,975	)
USD	5,825,000	PHP	261,474,930		10/14	GSC		1,049
USD	18,898,815	SEK	135,023,394		10/14	BRC		188,718
Total Forward Foreign Currency Contracts								$1,734,675

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

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Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

(d) As of September 30, 2014, investments with a total aggregate value of $2,014,483 were fully or partially segregated with the broker(s)/custodian as collateral for forward foreign currency contracts.

(e) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014			Level 1 Quoted Price		Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	U.S. Treasury Obligations		$12,118,670			$—		$12,118,670			$—
	Foreign Government Bonds & Notes		44,703,500			—		44,703,500			—
	Short-Term Investments		140,605,425			90,616,866		49,988,559			—
	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		10,537,665			—		10,537,665			—
	Total Assets		207,965,260			90,616,866		117,348,394			—
Liabilities	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(8,802,990	)		—		(8,802,990	)		—
	Total Liabilities		(8,802,990	)		—		(8,802,990	)		—
	Total		$199,162,270			$90,616,866		$108,545,404			$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-77

PACIFIC LIFE FUNDS

PL GLOBAL ABSOLUTE RETURN FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Shares		Value
COMMON STOCKS - 1.2%
Germany - 0.4%
Deutsche Wohnen AG		31,789		$679,321
Luxembourg - 0.3%
GAGFAH SA *		36,106		670,573
Singapore - 0.5%
Yoma Strategic Holdings Ltd *		1,804,000		875,259
Total Common Stocks (Cost $2,151,786)				2,225,153
CLOSED-END MUTUAL FUND - 0.8%
Fondul Proprietatea SA * (Romania)		5,067,731		1,376,617
Total Closed-End Mutual Fund (Cost $1,264,869)				1,376,617
	Principal Amount
CORPORATE BONDS & NOTES - 0.5%
Hungary - 0.5%
Magyar Export-Import Bank Zrt 4.000% due 01/30/20 ~		$875,000		869,969
Total Corporate Bonds & Notes (Cost $868,823)				869,969
SENIOR LOAN NOTES - 0.1%
Ethiopia - 0.1%
Ethiopian Railways Corp 4.075% due 07/16/19 § +		256,874		259,517
Total Senior Loan Notes (Cost $256,874)				259,517
MORTGAGE-BACKED SECURITIES - 1.6%
United States - 1.6%
Fannie Mae (IO)
5.000% due 12/25/42 "		2,284,992		494,095
5.996% due 01/25/43 " §		2,652,637		514,897
5.996% due 01/25/43 " §		2,678,301		539,719
6.046% due 03/25/33 " §		1,316,851		262,682
6.096% due 07/25/42 " §		2,208,407		381,551
6.286% due 11/25/37 " §		3,516,313		603,290
				2,796,234
Total Mortgage-Backed Securities (Cost $2,630,443)				2,796,234
FOREIGN GOVERNMENT BONDS & NOTES - 58.0%
Albania - 0.2%
Albania Government 7.500% due 11/04/15 ~		EUR 239,000		316,360

	Principal Amount		Value
Argentina - 3.5%
Argentina Boden 7.000% due 10/03/15		$3,533,668		$3,295,145
Argentina Bonar 8.750% due 05/07/24		1,740,000		1,517,703
Argentine Republic Government 8.280% due 12/31/33 W		1,894,153		1,520,378
				6,333,226
Barbados - 0.8%
Barbados Government 6.625% due 12/05/35 ~		1,732,000		1,411,580
Belarus - 0.6%
Republic of Belarus 8.750% due 08/03/15 ~		976,000		1,000,595
Bermuda - 0.6%
Bermuda Government 4.854% due 02/06/24 ~		1,055,000		1,094,563
Cyprus - 1.8%
Cyprus Government 3.750% due 11/01/15 ~		EUR 2,513,000		3,204,215
Dominican Republic - 2.1%
Dominican Republic Central Bank 12.000% due 04/05/19 ~		DOP 14,920,000		357,271
Dominican Republic
11.500% due 05/10/24 ~		22,000,000		534,965
14.000% due 04/30/21 ~		8,400,000		218,631
14.500% due 02/10/23 ~		2,300,000		60,871
14.500% due 02/10/23 ~		26,300,000		696,043
15.950% due 06/04/21 ~		13,000,000		381,628
18.500% due 02/04/28 ~		51,400,000		1,596,307
				3,845,716
Ecuador - 1.9%
Ecuador Government
7.950% due 06/20/24 ~		$2,550,000		2,664,750
9.375% due 12/15/15 ~		643,000		678,365
				3,343,115
Fiji - 1.0%
Republic of The Fiji Islands 9.000% due 03/15/16		1,740,000		1,803,127
Indonesia - 0.7%
Indonesia Treasury 8.375% due 03/15/24		IDR 14,877,000,000		1,216,349
Iraq - 2.0%
Republic of Iraq 5.800% due 01/15/28 ~		$4,021,000		3,628,953
Jamaica - 0.5%
Jamaica Government 7.625% due 07/09/25		916,000		980,120
Jordan - 0.5%
Jordan Government
3.875% due 11/12/15 ~		800,000		808,000
7.950% due 02/05/15 +		JOD 100,000		143,544
				951,544

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-78

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PL GLOBAL ABSOLUTE RETURN FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
Lebanon - 5.8%
Lebanon Government
4.100% due 06/12/15 ~		$400,000		$402,617
8.500% due 01/19/16 ~		3,345,000		3,562,425
Lebanon Treasury
5.940% due 02/05/15		LBP 391,000,000		259,588
6.500% due 04/02/15		2,650,140,000		1,764,208
6.500% due 05/14/15		1,497,760,000		994,448
6.500% due 06/25/15		2,835,780,000		1,891,757
7.540% due 01/15/15		2,469,440,000		1,646,327
				10,521,370
Macedonia - 3.0%
Republic of Macedonia 3.975% due 07/24/21 ~		EUR 4,190,000		5,368,411
New Zealand - 1.5%
New Zealand Government
2.000% due 09/20/25 ^		NZD 1,338,326		1,020,743
3.000% due 09/20/30 ^		1,125,553		913,356
5.500% due 04/15/23 ~		907,000		776,991
				2,711,090
Pakistan - 1.2%
Pakistan Government
7.250% due 04/15/19 ~		$1,128,000		1,143,510
8.250% due 04/15/24 ~		976,000		980,880
				2,124,390
Philippines - 1.2%
Philippine Government 5.875% due 01/31/18		PHP 85,990,000		2,085,420
Romania - 0.5%
Romanian Government 5.250% due 06/17/16 ~		EUR 625,000		849,324
Serbia - 6.5%
Serbia Treasury
10.000% due 01/10/15		RSD 258,430,000		2,804,884
10.000% due 01/30/16		41,900,000		456,699
10.000% due 04/25/16		76,100,000		831,191
10.000% due 04/01/17		164,390,000		1,776,043
10.000% due 05/08/17		276,810,000		2,983,940
10.000% due 01/24/18		103,830,000		1,107,621
10.000% due 06/05/21		185,040,000		1,831,368
				11,791,746
Slovenia - 9.2%
Slovenia Government
4.125% due 02/18/19 ~		$2,795,000		2,917,281
4.125% due 01/26/20 ~		EUR 320,000		455,860
4.375% due 01/18/21 ~		1,818,000		2,631,626
4.625% due 09/09/24 ~		1,055,000		1,559,974
5.125% due 03/30/26 ~		2,587,000		3,971,582
5.500% due 10/26/22 ~		$1,665,000		1,814,850
5.850% due 05/10/23 ~		2,802,000		3,131,235
				16,482,408
Sri Lanka - 1.6%
Sri Lanka Government
6.500% due 07/15/15		LKR 16,280,000		125,409
8.000% due 09/01/16		161,600,000		1,279,397
8.500% due 11/01/15		35,710,000		280,797
8.750% due 05/15/17		57,290,000		464,001

	Principal Amount		Value
9.000% due 10/01/14		LKR 51,770,000		$396,973
11.750% due 03/15/15		37,500,000		294,983
				2,841,560
Tanzania - 2.2%
Tanzania Government 6.329% due 03/09/20 § ~		$3,655,000		3,956,538
Turkey - 3.9%
Turkey Government
3.000% due 07/21/21 ^		TRY 2,321,217		1,079,778
3.000% due 02/23/22 ^		1,269,665		593,130
4.000% due 04/01/20 ^		11,166,849		5,425,111
				7,098,019
Uganda - 1.0%
Republic of Uganda Government
14.125% due 12/01/16		UGX 2,267,400,000		868,991
14.625% due 11/01/18		2,358,500,000		923,266
				1,792,257
Uruguay - 1.7%
Uruguay Letras de Regulacion Monetaria En UI (Uruguay) 15.330% due 01/14/16		UYU 1,000,000		34,058
Uruguay Notas del Tesoro
2.250% due 08/23/17 ^		14,782,661		561,850
2.750% due 06/16/16 ^		14,235,694		554,189
4.250% due 01/05/17 ^		17,165,460		689,372
Uruguay Treasury
12.970% due 07/28/16		8,220,000		263,427
14.500% due 11/26/15		4,580,000		158,472
15.000% due 08/20/15		4,300,000		153,840
15.000% due 10/08/15		14,620,000		514,118
15.200% due 02/20/15		4,300,000		164,994
15.420% due 04/21/16		1,313,000		43,356
				3,137,676
Venezuela - 1.2%
Venezuela Government 5.750% due 02/26/16 ~		$2,598,000		2,221,290
Zambia - 1.3%
Zambia Government 8.500% due 04/14/24 ~		2,065,000		2,350,228
Total Foreign Government Bonds & Notes (Cost $107,416,133)				104,461,190
PURCHASED OPTIONS - 1.5%
(See Note (i) in Notes to Schedule of Investments) (Cost $1,732,400)				2,791,028
SHORT-TERM INVESTMENTS - 34.3%
Foreign Government Issues - 19.3%
Croatia Treasury Bills (Croatia) 4.940% due 02/12/15		EUR 2,866,000		3,621,167
Kenya Treasury Bills (Kenya)
8.220% due 04/13/15		KES 142,200,000		1,521,827
8.530% due 05/04/15		132,600,000		1,410,773
8.540% due 04/27/15		141,600,000		1,509,499
8.610% due 03/16/15		203,700,000		2,195,478
9.158% due 11/24/14		110,600,000		1,223,526
Lebanon Treasury Bills (Lebanon)
5.180% due 01/22/15		LBP 1,196,535,000		780,222
5.267% due 10/16/14		513,000,000		338,607

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-79

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Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

	Principal Amount		Value
5.300% due 02/05/15		LBP 2,941,190,000		$1,913,971
5.300% due 02/19/15		2,983,330,000		1,937,330
5.315% due 12/25/14		2,087,070,000		1,366,059
Nigeria OMO Bills (Nigeria)
10.710% due 10/02/14		NGN 120,815,000		736,928
10.810% due 12/11/14		48,100,000		287,705
Nigeria Treasury Bills (Nigeria)
10.330% due 12/04/14		37,300,000		223,411
10.610% due 10/23/14		151,800,000		920,872
10.810% due 11/06/14		42,285,000		255,457
Republic of Uganda Treasury Bills (Uganda) 1.000% due 09/03/15		UGX 295,000,000		99,801
Serbia Treasury Bills (Serbia)
8.140% due 01/29/15		RSD 200,740,000		2,110,998
8.660% due 02/26/15		121,110,000		1,265,859
8.940% due 03/12/15		14,370,000		149,758
Sri Lanka Treasury Bills (Sri Lanka)
6.310% due 09/11/15		LKR 68,660,000		498,404
6.370% due 11/28/14		75,970,000		577,130
6.420% due 10/10/14		12,700,000		97,250
6.470% due 11/07/14		9,990,000		76,152
6.520% due 12/12/14		43,330,000		328,558
7.000% due 06/26/15		91,430,000		671,290
7.010% due 06/19/15		101,580,000		746,691
7.020% due 12/26/14		308,200,000		2,333,433
7.020% due 03/06/15		30,950,000		231,501
7.020% due 05/08/15		23,900,000		176,905
7.030% due 05/01/15		43,140,000		319,711
7.030% due 06/05/15		176,340,000		1,299,286
7.040% due 02/27/15		87,550,000		655,487
7.040% due 04/17/15		42,210,000		313,896
7.060% due 03/13/15		50,280,000		375,804
7.060% due 03/27/15		83,130,000		620,454
7.070% due 02/13/15		24,500,000		183,844
7.100% due 02/20/15		29,770,000		223,138
7.320% due 12/19/14		80,010,000		606,213
9.460% due 10/31/14		76,620,000		584,729
Uruguay Treasury Bills (Uruguay)
13.820% due 10/15/14		UYU 521,000		20,929
				34,810,053
	Shares
Money Market Fund - 12.5%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		22,422,380		22,422,380
	Principal Amount
U.S. Treasury Bills - 1.7%
0.026% due 10/09/14 ‡		$2,500,000		2,499,997
0.015% due 12/11/14		500,000		499,990
				2,999,987
Repurchase Agreements - 0.8%
Barclays PLC (0.750%) due 10/08/14 (Dated 09/22/14, repurchase price of $276,005; collateralized by State of Qatar: 3.241% due 01/18/23 and value $275,463)		276,080		276,080

	Principal Amount		Value
Nomura Securities (0.120%) due 10/15/14 (Dated 09/11/14, repurchase price of $1,199,059; collateralized by Spain Government: 5.400% due 01/31/23 and value $1,211,635)		EUR 949,426		$1,199,179
				1,475,259
Total Short-Term Investments (Cost $62,426,218)				61,707,679
TOTAL INVESTMENTS - 98.0% (Cost $178,747,546)				176,487,387
SECURITIES SOLD SHORT - (0.8%)
(See Note (f) in Notes to Schedule of Investments) (Proceeds $1,266,538)				(1,452,324	)
OTHER ASSETS & LIABILITIES, NET - 2.8%				5,054,935
NET ASSETS - 100.0%				$180,089,998

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified as a percentage of net assets as follows:

Foreign Government Bonds & Notes	58.0%
Short-Term Investments	34.3%
Others (each less than 3.0%)	5.7%
	98.0%
Securities Sold Short	(0.8%	)
Other Assets & Liabilities, Net	2.8%
	100.0%

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

(c) Investments with a total aggregate value of $403,061 or 0.2% of the fund’s net assets were valued by the Trustee Valuation Committee or determined by a valuation committee established under the Valuation Policy and then subsequently submitted for approval or ratification to either the Trustee Valuation Committee, or to the Board of Trustees.

(d) An investment with a value of $1,520,378 or 0.8% of the fund’s net assets was in default as of September 30, 2014.

(e) Pursuant to the terms of the following senior loan agreement, the fund had an unfunded loan commitment of $143,126 or less than 0.1% of the net assets as of September 30, 2014, which could be extended at the option of the borrower:

Borrower	Unfunded Loan Commitment		Value		Unrealized Appreciation
Ethiopian Railways Corp		$143,126		$144,599		$1,473

(f) Securities sold short outstanding as of September 30, 2014 were as follows:

Description	Principal Amount		Value
Foreign Government Bonds & Notes – (0.8%)
SoQ Sukuk A QSC 3.241% due 01/18/23		$272,000		($273,700	)
Spain Government 5.400% due 01/31/23		EUR  730,000		(1,178,624	)
Total Securities Sold Short (Proceeds $1,266,538)				($1,452,324	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-80

PACIFIC LIFE FUNDS

PL GLOBAL ABSOLUTE RETURN FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

(g) Open futures contracts outstanding as of September 30, 2014 were as follows:

Long Futures Outstanding	Number of Contracts		Unrealized Appreciation (Depreciation)
Eris 10-Year Deliverable Interest Rate Swap (12/14)		27		($28,305)
SGX CNX Nifty Index (10/14)		278		(79,674)
TOPIX Index (12/14)		32		110,065
				2,086
Short Futures Outstanding
Euro-Bobl 5-Year Notes (12/14)		43		(25,009)
Euro-Bund 10-Year Notes (12/14)		35		(35,875)
Eurodollar 90-Day Notes (03/16)		284		35,074
Japanese Government 10-Year Bonds (12/14)		15		(12,416)
United Kingdom Long Gilt (12/14)		23		(14,934)
U.S. 2-Year Deliverable Interest Rate Swap (12/14)		38		4,794
U.S. 5-Year Deliverable Interest Rate Swap (12/14)		107		57,008
U.S. 10-Year Deliverable Interest Rate Swap (12/14)		107		65,529
				74,171
Total Futures Contracts				$76,257

(h) Forward foreign currency contracts outstanding as of September 30, 2014 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized   Appreciation (Depreciation)
ARS	24,000,000	USD	2,073,071		02/15	CIT		$258,639
AUD	1,753,735	USD	1,647,255		10/14	DUB		(112,926	)
CAD	1,780,000	USD	1,654,195		10/14	JPM		(65,831	)
CHF	3,281,200	USD	3,545,503		10/14	BNP		(107,797	)
EUR	1,276,000	GBP	1,013,501		11/14	CIT		(30,150	)
EUR	53,000	GBP	42,129		11/14	GSC		(1,305	)
EUR	2,692,000	GBP	2,137,744		11/14	MSC		(62,867	)
EUR	1,206,000	GBP	957,142		11/14	SCB		(27,265	)
EUR	3,146,349	PLN	13,256,760		10/14	BNP		(26,183	)
EUR	2,027,747	PLN	8,559,240		10/14	CIT		(21,574	)
EUR	1,513,803	PLN	6,309,752		10/14	GSC		8,067
EUR	3,304,194	RON	14,826,769		03/15	BNP		(20,639	)
EUR	2,030,561	RON	9,153,849		03/15	CIT		(23,336	)
EUR	616,144	RON	2,776,700		03/15	DUB		(6,826	)
EUR	1,516,561	RON	6,749,000		03/15	GSC		7,407
EUR	903,565	RON	4,050,231		03/15	JPM		(4,426	)
EUR	525,928	RON	2,358,000		03/15	SCB		(2,725	)
EUR	2,731,000	USD	3,491,001		10/14	GSC		(41,557	)
EUR	280,301	USD	372,378		10/14	JPM		(18,290	)
EUR	372,942	USD	482,829		11/14	GSC		(11,621	)
EUR	775,835	USD	1,004,486		12/14	JPM		(24,122	)
GBP	764,020	EUR	954,000		11/14	DUB		32,714
GBP	2,305,676	EUR	2,879,000		11/14	HSB		98,725
GBP	1,117,765	EUR	1,394,000		11/14	JPM		50,016
IDR	7,321,125,000	USD	615,945		10/14	DUB		(17,473	)
IDR	9,324,500,000	USD	796,471		10/14	GSC		(34,231	)
IDR	11,864,390,791	USD	1,001,130		11/14	BNP		(36,067	)
IDR	5,808,846,000	USD	468,078		11/14	CIT		4,977
IDR	11,360,204,000	USD	957,991		11/14	SCB		(33,939	)
INR	108,961,000	USD	1,782,440		10/14	BNP		(22,852	)
INR	46,270,000	USD	757,103		10/14	DUB		(9,114	)
INR	98,654,000	USD	1,615,742		10/14	GSC		(20,925	)
INR	81,311,000	USD	1,329,861		10/14	SCB		(17,511	)
INR	108,522,000	USD	1,754,742		11/14	CIT		(18,093	)
INR	66,310,000	USD	1,071,850		11/14	GSC		(7,410	)
INR	113,958,000	USD	1,841,745		11/14	JPM		(18,106	)
INR	107,289,000	USD	1,733,683		11/14	SCB		(16,766	)
JPY	118,441,000	USD	1,157,136		11/14	GSC		(76,839	)
KZT	71,821,000	USD	434,620		10/14	CIT		(41,154	)
KZT	71,000,000	USD	430,433		10/14	HSB		(42,227	)
KZT	49,000,000	USD	297,420		10/14	JPM		(29,293	)
KZT	87,400,000	USD	531,307		11/14	CIT		(54,207	)
KZT	275,000,000	USD	1,692,308		11/14	JPM		(195,275	)
MXN	56,904,000	USD	4,365,310		10/14	CIT		(137,201	)
MXN	47,400,000	USD	3,555,249		11/14	BNP		(36,847	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-81

PACIFIC LIFE FUNDS

PL GLOBAL ABSOLUTE RETURN FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized   Appreciation (Depreciation)
MXN	12,959,000	USD	961,877		11/14	BNP		$42
MXN	35,041,000	USD	2,600,590		11/14	CIT		429
MXN	6,691,000	USD	496,247		11/14	MSC		411
PEN	5,363,000	USD	1,840,741		12/14	BNP		(10,135	)
PEN	4,554,000	USD	1,564,142		12/14	CIT		(9,680	)
PHP	74,550,000	USD	1,708,295		11/14	DUB		(48,615	)
PHP	77,977,000	USD	1,786,517		11/14	GSC		(50,543	)
PHP	61,690,000	USD	1,413,611		11/14	SCB		(40,229	)
PLN	3,466,752	EUR	822,762		10/14	BNP		6,660
PLN	2,941,382	EUR	697,886		10/14	CIT		5,853
PLN	42,047,000	EUR	10,094,470		10/14	JPM		(62,312	)
RON	30,695,987	EUR	6,701,258		03/15	CIT		216,498
RON	3,980,791	EUR	866,682		03/15	JPM		31,407
RON	5,237,771	EUR	1,139,100		03/15	SCB		42,900
RON	1,634,000	USD	478,533		10/14	BNP		(10,755	)
RSD	13,290,000	EUR	108,401		03/15	CIT		2,005
RSD	79,508,000	EUR	650,638		03/15	DUB		10,385
RUB	24,576,000	USD	686,826		10/14	BNP		(68,425	)
RUB	78,867,000	USD	2,035,866		10/14	HSB		(51,351	)
RUB	46,973,000	USD	1,212,777		10/14	JPM		(30,805	)
RUB	137,763,000	USD	3,540,555		12/14	CIT		(109,026	)
SGD	3,898,813	USD	3,144,257		10/14	DUB		(88,031	)
THB	115,025,000	USD	3,567,395		10/14	GSC		(21,229	)
THB	13,946,000	USD	432,126		10/14	SCB		(2,480	)
THB	8,990,000	USD	278,190		11/14	GSC		(1,486	)
THB	29,949,000	USD	925,580		12/14	CIT		(5,389	)
THB	92,795,000	USD	2,867,860		12/14	GSC		(16,134	)
TRY	2,653,400	USD	1,171,437		10/14	CIT		(6,230	)
TRY	6,507,600	USD	2,884,894		10/14	HSB		(27,162	)
TRY	1,478,000	USD	647,677		10/14	SCB		1,368
TRY	6,857,870	USD	2,988,048		05/15	MSC		(148,537	)
TRY	799,028	USD	329,768		05/15	SCB		1,071
UGX	938,510,000	USD	343,148		01/15	CIT		564
UGX	4,342,096,000	USD	1,590,511		01/15	SCB		(297	)
USD	2,306,619	ARS	24,000,000		02/15	CIT		(25,091	)
USD	7,052,012	AUD	7,549,000		10/14	DUB		447,451
USD	3,046,231	AUD	3,263,061		10/14	JPM		195,895
USD	9,316,932	CAD	10,012,711		10/14	DUB		382,197
USD	234,724	CAD	257,000		10/14	JPM		5,393
USD	10,753,772	CHF	9,770,931		11/14	GSC		516,168
USD	92,602	EUR	69,000		10/14	DUB		5,437
USD	9,055,748	EUR	6,783,494		10/14	GSC		486,776
USD	4,396,051	EUR	3,231,000		10/14	JPM		314,672
USD	1,907,280	EUR	1,437,197		11/14	GSC		91,334
USD	16,811,140	EUR	12,526,370		11/14	SCB		983,347
USD	1,768,331	EUR	1,378,300		12/14	CIT		26,415
USD	884,246	EUR	689,100		12/14	DUB		13,351
USD	4,999,121	EUR	3,878,533		12/14	GSC		97,403
USD	4,438,517	EUR	3,350,943		12/14	JPM		204,004
USD	8,625,195	EUR	6,650,112		12/14	SCB		220,551
USD	1,757,161	IDR	20,778,427,000		10/14	BNP		58,610
USD	608,860	INR	37,514,000		10/14	BNP		2,418
USD	750,972	INR	46,270,000		10/14	DUB		2,982
USD	1,615,641	INR	98,654,000		10/14	GSC		20,824
USD	404,795	INR	25,071,000		11/14	DUB		3,591
USD	358,699	INR	22,237,000		11/14	GSC		1,740
USD	10,990,878	JPY	1,124,993,253		11/14	GSC		729,845
USD	1,595,151	KES	147,711,000		03/15	JPM		3,441
USD	1,044,603	KZT	191,821,000		10/14	DUB		(5,196	)
USD	1,964,086	KZT	362,400,000		11/14	DUB		(10,047	)
USD	437,294	LKR	57,045,000		10/14	SCB		—
USD	1,103,589	MXN	14,403,000		10/14	CIT		33,410
USD	3,224,193	NZD	3,825,930		10/14	GSC		247,237
USD	1,754,154	RON	6,038,500		11/14	BNP		31,972
USD	946,943	RUB	35,695,000		10/14	HSB		48,756
USD	1,556,432	RUB	58,623,000		10/14	JPM		81,313
USD	1,488,291	RUB	56,098,000		10/14	MSC		76,708
USD	1,434,560	RUB	54,958,000		12/14	CIT		65,615
USD	2,160,318	RUB	82,805,000		12/14	MSC		97,734
USD	3,092,899	SGD	3,850,000		10/14	SCB		74,976

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-82

PACIFIC LIFE FUNDS

PL GLOBAL ABSOLUTE RETURN FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized   Appreciation (Depreciation)
USD	1,079,702	SGD	1,375,000		01/15	SCB		$—
USD	3,528,374	THB	115,025,000		10/14	GSC		(17,793	)
USD	436,344	THB	13,946,000		10/14	SCB		6,698
USD	278,044	THB	8,990,000		11/14	GSC		1,340
USD	915,312	THB	29,949,000		12/14	CIT		(4,879	)
USD	1,065,128	THB	34,835,000		12/14	GSC		(5,187	)
USD	1,795,956	THB	57,960,000		12/14	GSC		14,545
USD	2,269,961	TRY	4,938,972		10/14	BNP		101,073
USD	2,291,683	TRY	4,901,000		10/14	DUB		139,469
USD	350,144	TRY	799,028		10/14	SCB		(740	)
USD	4,737,958	TRY	11,185,000		05/15	BNP		106,791
USD	609,988	TRY	1,478,000		05/15	SCB		(1,981	)
USD	1,337,919	TRY	3,163,000		05/15	SCB		28,273
USD	384,199	UGX	1,048,864,000		01/15	SCB		72
USD	370,475	ZAR	4,022,000		10/14	GSC		14,500
USD	3,840,380	ZAR	41,902,387		10/14	SCB		131,724
USD	1,945,215	ZAR	21,061,811		12/14	CIT		100,466
USD	1,924,570	ZAR	20,840,594		12/14	JPM		99,197
UYU	9,215,000	USD	390,797		12/14	CIT		(28,665	)
UYU	26,860,000	USD	1,122,206		01/15	CIT		(73,964	)
UYU	36,121,000	USD	1,472,326		02/15	CIT		(76,682	)
UYU	16,465,000	USD	671,017		03/15	CIT		(43,397	)
UYU	14,000,000	USD	552,923		04/15	CIT		(24,580	)
ZAR	12,145,000	USD	1,141,671		10/14	GSC		(66,753	)
Total Forward Foreign Currency Contracts								$4,427,076

(i) Purchased options outstanding as of September 30, 2014 were as follows:

Foreign Currency Options

Description	Exercise Price		Expiration Date		Counter- party	Notional Amount		Cost		Value
Call - CHF versus EUR		CHF 1.23		10/13/14	DUB		EUR 142,000		$32,937		$2,466
Call - GBP versus USD		$1.63		03/17/15	GSC		$4,363,000		89,965		93,621
Call - GBP versus USD		1.63		03/17/15	MSC		2,637,000		54,059		56,585
Call - CAD versus USD		CAD 1.11		03/30/15	HSB		3,131,532		97,464		88,007
Call - CAD versus USD		1.11		03/30/15	SCB		918,018		29,113		26,288
Call - CAD versus USD		1.13		03/30/15	CIT		2,019,469		48,167		39,998
Call - CAD versus USD		1.13		03/30/15	GSC		2,048,673		48,864		40,576
Call - AUD versus USD		$0.85		04/29/15	CIT		4,512,410		85,205		105,365
Call - AUD versus USD		0.85		04/29/15	JPM		3,473,582		65,590		81,108
Call - EUR versus USD		1.38		04/29/15	CIT		3,998,190		113,019		345,236
Call - JPY versus USD		JPY 105.00		06/22/15	CIT		2,988,000		53,815		160,050
Call - JPY versus USD		105.00		06/22/15	DUB		5,976,000		107,631		320,101
Call - JPY versus USD		105.00		06/22/15	GSC		2,933,000		53,815		160,050
Call - JPY versus USD		110.00		06/22/15	GSC		3,557,000		61,785		91,927
Call - EUR versus USD		$1.30		07/30/15	CIT		5,857,000		175,417		238,643
Call - EUR versus USD		1.35		07/30/15	CIT		5,857,000		168,330		390,521
									$1,285,176		$2,240,542
Options on Futures
Description	Exercise Price		Expiration Date		Exchange	Number of Contracts		Cost		Value
Put - S&P E-Mini Index (03/15)		1,900.00		03/20/15	CME		9		$43,088		$ 27,675

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-83

PACIFIC LIFE FUNDS

PL GLOBAL ABSOLUTE RETURN FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

Options on Indices

Description	Exercise Price		Expiration Date		Counter- Party	Number of Contracts		Cost		Value
Call - Nikkei 225 (05/16)		16,000.00		05/13/16	GSC		28		$242,382		$363,791
Put - KOSPI 200 (03/15)		240.00		03/12/15	CIT		46		74,313		78,358
Put - DAX (03/15)		9,000.00		03/20/15	GSC		15		43,632		23,739
Put - Hang Seng China Enterprise (03/15)		9,800.00		03/30/15	DUB		26		43,809		56,923
									161,754		159,020
									$404,136		$522,811
Total Purchased Options									$1,732,400		$2,791,028

(j) Transactions in written options for the six-month period ended September 30, 2014 were as follows:

	Notional Amount in $			Premium
Outstanding, March 31, 2014		10,791,867			$196,345
Call Options Written		21,752,190			894,118
Call Options Expired		(10,791,867	)		(196,345	)
Outstanding, September 30, 2014		21,752,190			$894,118

(k) Premiums received and value of written options outstanding as of September 30, 2014 were as follows:

Foreign Currency Options

Description	Exercise Price		Expiration Date		Counter- party	Notional Amount		Premium		Value
Call - EUR versus USD		$1.38		04/29/15	CIT		$3,998,190		$154,898		($345,236	)
Call - JPY versus USD		JPY 105.00		06/22/15	DUB		5,976,000		222,307		(321,581	)
Call - JPY versus USD		105.00		06/22/15	GSC		5,921,000		221,919		(318,621	)
Call - EUR versus USD		$1.35		07/30/15	CIT		5,857,000		294,994		(390,521	)
Total Written Options									$894,118		($1,375,959	)

(l) Swap agreements outstanding as of September 30, 2014 were as follows:

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

Referenced Obligation	Fixed Deal Pay Rate		Expiration Date		Counter- party	Implied Credit Spread at 09/30/14 (3)		Notional Amount (4)		Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
Croatia Government		1.000%		12/20/16	MSC		1.508%		$198,000		$2,147			$10,568			($8,421	)
China Government		1.000%		12/20/17	JPM		0.466%		3,100,000		(53,653	)		(59,130	)		5,477
Croatia Government		1.000%		03/20/18	CIT		2.070%		1,200,000		42,358			83,000			(40,642	)
Thailand Government		1.000%		03/20/18	CIT		0.602%		1,930,000		(26,683	)		(9,603	)		(17,080	)
Croatia Government		1.000%		03/20/18	HSB		2.070%		313,000		11,046			29,014			(17,968	)
Banque Centrale de Tunisie SA		1.000%		03/20/18	JPM		2.329%		375,000		16,553			40,581			(24,028	)
China Government		1.000%		03/20/18	JPM		0.528%		1,100,000		(18,092	)		(17,333	)		(759	)
Croatia Government		1.000%		03/20/18	MSC		2.070%		2,262,000		79,826			194,313			(114,487	)
Lebanon Government		5.000%		03/20/18	JPM		2.923%		689,000		(47,911	)		(29,026	)		(18,885	)
Croatia Government		1.000%		06/20/18	CIT		2.154%		800,000		32,468			76,719			(44,251	)
Lebanon Government		1.000%		06/20/18	GSC		3.027%		5,166,000		363,042			715,241			(352,199	)
Russia Foreign		1.000%		06/20/18	JPM		2.302%		1,290,000		58,348			21,470			36,878
Croatia Government		1.000%		06/20/18	MSC		2.154%		921,000		37,378			92,071			(54,693	)
Bulgaria Government		1.000%		12/20/18	GSC		1.187%		1,000,000		7,272			11,641			(4,369	)
Qatar Government		1.000%		12/20/18	JPM		0.466%		1,838,000		(40,976	)		(31,386	)		(9,590	)
Lebanon Government		5.000%		12/20/18	GSC		3.197%		663,000		(47,393	)		(39,103	)		(8,290	)
Qatar Government		1.000%		03/20/19	GSC		0.503%		490,000		(10,753	)		(8,606	)		(2,147	)
Qatar Government		1.000%		03/20/19	JPM		0.503%		160,000		(3,511	)		(3,076	)		(435	)
Qatar Government		1.000%		06/20/19	CIT		0.536%		1,210,000		(26,066	)		(28,206	)		2,140
Qatar Government		1.000%		06/20/19	JPM		0.536%		566,000		(12,191	)		(11,003	)		(1,188	)
Qatar Government		1.000%		06/20/19	JPM		0.536%		240,000		(5,170	)		(6,602	)		1,432
Poland Government		1.000%		09/20/19	CIT		0.664%		817,000		(13,383	)		(15,311	)		1,928
Poland Government		1.000%		09/20/19	DUB		0.664%		902,000		(14,775	)		(17,267	)		2,492
Colombia Government		1.000%		12/20/22	CIT		1.356%		3,317,938		85,067			113,762			(28,695	)
Qatar Government		1.000%		12/20/22	GSC		0.886%		1,040,000		(9,132	)		(11,099	)		1,967
Russia Foreign		1.000%		12/20/22	GSC		2.685%		5,240,000		594,459			413,671			180,788
Mexico Government		1.000%		12/20/22	HSB		1.262%		3,624,000		68,286			121,152			(52,866	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-84

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Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

Referenced Obligation	Fixed Deal Pay Rate		Expiration Date		Counter- party	Implied Credit Spread at 09/30/14 (3)		Notional Amount (4)		Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
South Africa Government		1.000%		12/20/22	HSB		2.348%		$22,560,000		$2,108,694			$1,985,816			$122,878
Spain Government		1.000%		12/20/22	HSB		1.079%		3,830,000		20,864			711,227			(690,363	)
Qatar Government		1.000%		12/20/23	GSC		0.930%		874,000		(5,245	)		284			(5,529	)
Brazilian Government		1.000%		03/20/24	GSC		2.293%		3,537,423		354,198			469,683			(115,485	)
Qatar Government		1.000%		09/20/24	GSC		0.957%		290,000		(1,163	)		(622	)		(541	)
											$3,545,909			$4,802,840			($1,256,931	)

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

Referenced Obligation	Fixed Deal Receive Rate		Expiration Date		Counter- party	Implied Credit Spread at 09/30/14 (3)		Notional Amount (4)		Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
South Africa Government		1.000%		12/20/17	HSB		1.378%		$22,560,000		($260,997	)		($463,220	)		$202,223
Turkey Government		1.000%		09/20/18	CIT		1.717%		2,980,000		(80,148	)		(55,873	)		(24,275	)
Turkey Government		1.000%		09/20/18	GSC		1.717%		4,830,000		(129,904	)		(91,425	)		(38,479	)
Turkey Government		1.000%		09/20/18	MSC		1.717%		5,157,031		(138,700	)		(98,208	)		(40,492	)
Turkey Government		1.000%		12/20/22	GSC		2.423%		2,367,000		(232,255	)		(156,301	)		(75,954	)
											($842,004	)		($865,027	)		$23,023
											$2,703,905			$3,937,813			($1,233,908	)

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

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

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

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

Cross Currency Swaps – Pay Floating Rate

Notional Amount on Fixed Rate (Currency Delivered)

Notional Amount on Floating Rate (Currency Received)

Floating Rate Index

Counter- party

Fixed Rate

Expiration Date

Value

Upfront Premiums Paid (Received)

Unrealized Appreciation

TRY 4,247,000

$1,993,897

3-Month USD LIBOR

JPM

10.757%

04/08/16

$201,864

$—

$201,864

Cross Currency Swaps – Receive Floating Rate

Notional Amount on Fixed Rate (Currency Received)		Notional Amount on Floating Rate (Currency Delivered)		Floating Rate Index	Counter- party	Fixed Rate		Expiration Date		Value		Upfront Premiums Paid (Received)		Unrealized Appreciation
	TRY 11,627,055		$6,521,062	3-Month USD LIBOR	MSC		5.370%		04/01/20		$2,210,851		$—		$2,210,851
	2,145,966		1,120,609	3-Month USD LIBOR	JPM		7.860%		07/21/21		253,296		—		253,296
	1,169,919		611,243	3-Month USD LIBOR	HSB		7.850%		02/23/22		125,753		—		125,753
											$2,589,900		$—		$2,589,900
											$2,791,764		$—		$2,791,764

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-85

PACIFIC LIFE FUNDS

PL GLOBAL ABSOLUTE RETURN FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

Interest Rate Swaps

Floating Rate Index	Counterparty	Pay/Receive Floating Rate	Fixed Rate		Expiration Date		Notional Amount		Value			Upfront Premiums Paid (Received)		Unrealized Appreciation (Depreciation)
3-Month MYR KLIBOR	GSC	Pay		3.465%		01/13/16		MYR 16,501,000		($19,810	)		$—		($19,810	)
3-Month MYR KLIBOR	CIT	Pay		3.505%		01/15/16		16,500,000		(16,997	)		—		(16,997	)
3-Month MYR KLIBOR	CIT	Pay		3.600%		02/25/16		5,582,000		(3,934	)		—		(3,934	)
3-Month MYR KLIBOR	JPM	Pay		3.600%		02/25/16		5,418,000		(3,818	)		—		(3,818	)
3-Month MYR KLIBOR	JPM	Pay		3.600%		02/26/16		22,001,000		(15,618	)		—		(15,618	)
3-Month MYR KLIBOR	GSC	Pay		3.780%		07/30/16		5,915,000		540			—		540
3-Month NZD Bank Bills	JPM	Pay		4.695%		10/08/16		NZD 2,705,000		7,013			—		7,013
Brazil CETIP Interbank	DUB	Pay		11.807%		01/02/17		BRL 32,497,276		(78,541	)		—		(78,541	)
Brazil CETIP Interbank	DUB	Pay		12.190%		01/02/17		9,289,725		—			—		—
6-Month PLN-WIBOR	HSB	Receive		3.356%		12/12/17		PLN 6,880,000		(115,603	)		—		(115,603	)
6-Month PLN-WIBOR	HSB	Pay		3.430%		12/12/17		60,000,000		1,060,033			—		1,060,033
6-Month PLN-WIBOR	HSB	Receive		3.620%		12/12/17		13,000,000		(258,526	)		—		(258,526	)
6-Month CLP-CLICP	DUB	Pay		1.000%		08/07/18		CLP 2,000,410,953		17,172			—		17,172
6-Month CLP-CLICP	DUB	Receive		3.704%		08/07/18		2,120,579,120		21,421			—		21,421
6-Month CLP-CLICP	DUB	Pay		0.950%		08/08/18		1,550,756,235		8,118			—		8,118
6-Month CLP-CLICP	DUB	Receive		3.603%		08/08/18		1,610,651,000		26,554			—		26,554
3-Month NZD Bank Bills	JPM	Pay		4.060%		06/04/23		NZD 810,000		(14,880	)		—		(14,880	)
3-Month MYR KLIBOR	GSC	Receive		4.525%		01/13/24		MYR 4,021,000		(19,051	)		—		(19,051	)
3-Month MYR KLIBOR	CIT	Receive		4.575%		01/15/24		4,021,000		(23,787	)		—		(23,787	)
3-Month MYR KLIBOR	JPM	Receive		4.560%		02/25/24		1,331,000		(6,811	)		—		(6,811	)
3-Month MYR KLIBOR	CIT	Receive		4.568%		02/25/24		1,349,000		(7,146	)		—		(7,146	)
3-Month MYR KLIBOR	JPM	Receive		4.565%		02/26/24		5,361,000		(28,004	)		—		(28,004	)
3-Month MYR KLIBOR	GSC	Receive		4.380%		07/30/24		1,911,000		(1,072	)		—		(1,072	)
									527,253			—		527,253
	Exchange
3-Month SEK STIBOR	LCH	Pay		0.700%		09/21/16		SEK 245,297,000		(4,765	)		—		(4,765	)
3-Month SEK STIBOR	LCH	Pay		0.760%		09/21/16		701,233,000		2,083			—		2,083
3-Month SEK STIBOR	LCH	Pay		0.765%		09/21/16		153,313,000		742			—		742
3-Month SEK STIBOR	LCH	Pay		0.770%		09/21/16		241,295,000		1,618			—		1,618
3-Month SEK STIBOR	LCH	Pay		0.810%		09/21/16		153,313,000		3,317			—		3,317
3-Month SEK STIBOR	LCH	Pay		0.889%		09/21/16		306,626,000		15,647			—		15,647
3-Month SEK STIBOR	LCH	Pay		0.890%		09/21/16		153,313,000		7,895			—		7,895
3-Month NOK NIBOR	LCH	Receive		1.710%		09/21/16		NOK 224,657,000		(1,228	)		—		(1,228	)
3-Month NOK NIBOR	LCH	Receive		1.715%		09/21/16		224,656,000		(1,689	)		—		(1,689	)
3-Month NOK NIBOR	LCH	Receive		1.775%		09/21/16		227,000,000		(7,284	)		—		(7,284	)
3-Month NOK NIBOR	LCH	Receive		1.810%		09/21/16		141,875,000		(6,586	)		—		(6,586	)
3-Month NOK NIBOR	LCH	Receive		1.816%		09/21/16		283,750,000		(13,899	)		—		(13,899	)
3-Month NOK NIBOR	LCH	Receive		1.820%		09/21/16		283,750,000		(14,335	)		—		(14,335	)
3-Month NOK NIBOR	LCH	Receive		1.835%		09/21/16		141,875,000		(8,039	)		—		(8,039	)
3-Month NOK NIBOR	LCH	Receive		1.840%		09/21/16		141,875,000		(8,330	)		—		(8,330	)
3-Month NOK NIBOR	LCH	Receive		1.880%		09/21/16		141,875,000		(10,654	)		—		(10,654	)
3-Month NZD Bank Bills	LCH	Pay		4.711%		10/08/16		NZD 12,000,000		34,578			—		34,578
3-Month NZD Bank Bills	LCH	Pay		4.764%		10/10/16		13,000,000		41,870			—		41,870
3-Month NZD Bank Bills	LCH	Pay		4.261%		07/31/17		5,205,000		11,117			—		11,117
3-Month NZD Bank Bills	LCH	Pay		4.213%		10/23/17		583,000		5,233			—		5,233
3-Month NZD Bank Bills	LCH	Pay		4.203%		10/24/17		1,000,000		8,738			4		8,734
3-Month NZD Bank Bills	LCH	Pay		4.150%		10/25/17		1,000,000		7,298			3		7,295
3-Month NZD Bank Bills	LCH	Pay		4.036%		10/30/17		2,000,000		8,541			—		8,541
3-Month NZD Bank Bills	LCH	Pay		4.035%		10/31/17		1,417,000		(12,386	)		4		(12,390	)
6-Month HUF BUBOR	LCH	Receive		4.566%		11/14/18		HUF 288,000,000		(115,087	)		—		(115,087	)
6-Month HUF BUBOR	LCH	Receive		3.778%		11/15/18		483,000,000		(116,405	)		—		(116,405	)
6-Month GBP LIBOR	LCH	Receive		2.000%		02/20/19		GBP 2,440,000		(24,204	)		—		(24,204	)
6-Month HUF BUBOR	LCH	Receive		3.690%		05/15/19		HUF 1,400,792,000		(217,118	)		—		(217,118	)
6-Month GBP LIBOR	LCH	Receive		2.158%		07/10/19		GBP 487,000		(9,378	)		—		(9,378	)
3-Month NZD Bank Bills	LCH	Pay		4.960%		04/29/24		NZD 5,271,000		188,528			—		188,528
6-Month JPY LIBOR	LCH	Receive		0.753%		06/12/24		JPY 266,080,000		(32,914	)		—		(32,914	)
										(267,096	)		11		(267,107	)
										$260,157			$11		$260,146

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-86

PACIFIC LIFE FUNDS

PL GLOBAL ABSOLUTE RETURN FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

Total Return Swaps

Receive Total Return	Pay	Counter- party	Expiration Date		Notional Amount		Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
Sri Lanka Government Bonds	3-Month USD-LIBOR + 100 bps	CIT		06/17/15		LKR 68,840,000		$12,490			($1,970	)		$14,460
Sri Lanka Government Bonds	3-Month USD-LIBOR + 100 bps	CIT		11/17/18		68,850,000		14,592			—			14,592
					Number of Contracts
Negative return on WIG20 Index	Positive return on WIG20 Index	JPM		12/20/14		120		(14,859	)		—			(14,859	)
								$12,223			($1,970	)		$14,193
Total Swap Agreements								$5,768,049			$3,935,854			$1,832,195

(m) As of September 30, 2014, investments with a total aggregate value of $1,299,996 were fully or partially segregated with the broker(s)/custodian as collateral for open futures contracts, forward foreign currency contracts, option contracts and swap agreements.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-87

PACIFIC LIFE FUNDS

PL GLOBAL ABSOLUTE RETURN FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

(n) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014			Level 1 Quoted Price			Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Common Stocks (1)		$2,225,153			$—			$2,225,153			$—
	Closed-End Mutual Fund		1,376,617			—			1,376,617			—
	Corporate Bonds & Notes		869,969			—			869,969			—
	Senior Loan Notes		259,517			—			259,517			—
	Mortgage-Backed Securities		2,796,234			—			2,796,234			—
	Foreign Government Bonds & Notes		104,461,190			—			103,350,323			1,110,867
	Short-Term Investments		61,707,679			22,422,380			39,285,299			—
	Unfunded Loan Commitment		1,473			—			1,473			—
	Derivatives:
	Credit Contracts
	Swaps		3,882,006			—			3,882,006			—
	Equity Contracts
	Futures		110,065			110,065			—			—
	Purchased Options		550,486			108,337			442,149			—
	Total Equity Contracts		660,551			218,402			442,149			—
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		7,095,852			—			7,095,852			—
	Purchased Options		2,240,542			—			2,240,542			—
	Swaps		2,791,764			—			2,791,764			—
	Total Foreign Currency Contracts		12,128,158			—			12,128,158			—
	Interest Rate Contracts
	Futures		162,405			162,405			—			—
	Swaps		1,505,138			—			1,505,138			—
	Total Interest Rate Contracts		1,667,543			162,405			1,505,138			—
	Total Assets - Derivatives		18,338,258			380,807			17,957,451			—
	Total Assets		192,036,090			22,803,187			168,122,036			1,110,867
Liabilities	Securities Sold Short:
	Foreign Government Bonds & Notes		(1,452,324	)		—			(1,452,324	)		—
	Derivatives:
	Credit Contracts
	Swaps		(1,178,101	)		—			(1,178,101	)		—
	Equity Contracts
	Futures		(79,674	)		(79,674	)		—			—
	Swaps		(14,859	)		—			(14,859	)
	Total Equity Contracts		(94,533	)		(79,674	)		(14,859	)		—
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(2,668,776	)		—			(2,668,776	)		—
	Written Options		(1,375,959	)		—			(1,375,959	)		—
	Total Foreign Currency Contracts		(4,044,735	)		—			(4,044,735	)		—
	Interest Rate Contracts
	Futures		(116,539	)		(116,539	)		—			—
	Swaps		(1,217,899	)		—			(1,217,899	)		—
	Total Interest Rate Contracts		(1,334,438	)		(116,539	)		(1,217,899	)
	Total Liabilities - Derivatives		(6,651,807	)		(196,213	)		(6,455,594	)		—
	Total Liabilities		(8,104,131	)		(196,213	)		(7,907,918	)		—
	Total		$183,931,959			$22,606,974			$160,214,118			$1,110,867

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

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-88

PACIFIC LIFE FUNDS

PL PRECIOUS METALS FUND

Schedule of Investments

September 30, 2014 (Unaudited)

	Shares		Value
COMMON STOCKS - 93.7%
Australia - 3.4%
Newcrest Mining Ltd *		87,190		$800,889
Regis Resources Ltd		360,745		488,966
				1,289,855
Bermuda - 1.0%
Continental Gold Ltd *		140,150		362,905
Canada - 66.4%
Agnico Eagle Mines Ltd		79,889		2,317,420
Alamos Gold Inc		154,583		1,232,578
Aureus Mining Inc *		646,000		227,561
AuRico Gold Inc		110,000		384,035
B2Gold Corp *		450,000		916,112
Barrick Gold Corp		50,643		742,426
Centerra Gold Inc		135,938		609,321
Detour Gold Corp *		74,451		583,669
Eldorado Gold Corp		360,601		2,430,946
First Quantum Minerals Ltd		2,489		48,049
Franco-Nevada Corp		37,553		1,843,197
Goldcorp Inc		157,804		3,634,226
Kinross Gold Corp *		440,932		1,464,590
MAG Silver Corp *		68,430		508,971
New Gold Inc *		130,557		660,974
Osisko Gold Royalties Ltd *		40,476		512,478
Platinum Group Metals Ltd *		474,000		419,001
Primero Mining Corp *		56,521		275,048
Rio Alto Mining Ltd *		90,710		216,256
SEMAFO Inc *		230,249		810,019
Silver Wheaton Corp		66,754		1,330,407
Tahoe Resources Inc *		83,459		1,698,317
Torex Gold Resources Inc *		600,392		788,050
Yamana Gold Inc		256,524		1,539,213
				25,192,864
Peru - 0.5%
Cia de Minas Buenaventura SA ADR		16,754		194,011
South Africa - 0.6%
AngloGold Ashanti Ltd ADR *		6,457		77,484
Impala Platinum Holdings Ltd *		20,972		161,253
				238,737
United Kingdom - 14.3%
Fresnillo PLC		126,285		1,550,239
Hochschild Mining PLC *		62,124		136,015
Randgold Resources Ltd ADR		55,042		3,720,289
				5,406,543
United States - 7.5%
Newmont Mining Corp		24,921		574,429
Royal Gold Inc		35,017		2,274,004
				2,848,433
Total Common Stocks (Cost $39,191,851)				35,533,348

	Shares		Value
SHORT-TERM INVESTMENT - 5.2%
Money Market Fund - 5.2%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		1,962,774		$1,962,774
Total Short-Term Investment (Cost $1,962,774)				1,962,774
TOTAL INVESTMENTS - 98.9% (Cost $41,154,625)				37,496,122
OTHER ASSETS & LIABILITIES, NET - 1.1%				429,052
NET ASSETS - 100.0%				$37,925,174

Notes to Schedule of Investments

(a) As of September 30, 2014, the fund was diversified by precious metals sector as a percentage of net assets as follows:

Gold	78.3%
Precious Metals & Minerals	10.1%
Silver	5.2%
Others (each less than 3.0%)	0.1%
	93.7%
Short-Term Investment	5.2%
Other Assets & Liabilities, Net	1.1%
	100.0%

(b) As of September 30, 2014, the fund was diversified by geographical region as a percentage of net assets as follows:

Canada	66.4%
United Kingdom	14.3%
United States (Includes Short-Term Investment)	12.7%
Australia	3.4%
Others (each less than 3.0%)	2.1%
	98.9%
Other Assets & Liabilities, Net	1.1%
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-89

PACIFIC LIFE FUNDS

PL PRECIOUS METALS FUND

Schedule of Investments (Continued)

September 30, 2014 (Unaudited)

(c) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2014:

		Total Value at September 30, 2014		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks
	Australia		$1,289,855		$—		$1,289,855		$—
	Bermuda		362,905		362,905		—		—
	Canada		25,192,864		24,965,303		227,561		—
	Peru		194,011		194,011		—		—
	South Africa		238,737		77,484		161,253		—
	United Kingdom		5,406,543		3,720,289		1,686,254		—
	United States		2,848,433		2,848,433		—		—
			35,533,348		32,168,425		3,364,923		—
	Short-Term Investment		1,962,774		1,962,774		—		—
	Total		$37,496,122		$34,131,199		$3,364,923		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-91

A-90

PACIFIC LIFE FUNDS

Schedule of Investments (Continued)

Explanation of Symbols and Terms

September 30, 2014 (Unaudited)

Explanation of Symbols:
*	Non-income producing investments.
"	Pass-through securities backed by a pool of mortgages or other loans on which principal payments are periodically made. Therefore, the effective maturity is shorter than the stated maturity.
^	Investments with their principal amount adjusted for inflation.
§	Variable rate investments. The rate shown is based on the latest available information as of September 30, 2014. For Senior Loan Notes, the rate shown may represent a weighted average interest rate.
W	Investments were in default as of September 30, 2014.
±	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.
‡	Investments were fully or partially segregated with the broker(s)/custodian as collateral for securities sold short, futures contracts, options contracts, swap agreements and/or forward foreign currency contracts, if any, as of September 30, 2014.
+	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 of Trustees (the “Board”). Each determination was made in good faith in accordance with the procedures established by the Board and the provisions of the Investment Company Act of 1940 (See Note 3C in Notes to Financial Statements).
l	Total shares owned by the fund as of September 30, 2014 were less than one share.
Counterparty & Exchange Abbreviations:
ANZ	Australia and New Zealand Banking Group
BNP	BNP Paribas
BOA	Bank of America
BRC	Barclays
CIB	Canadian Imperial Bank of Commerce
CIT	Citigroup
CME	Chicago Mercantile Exchange
CSF	Credit Suisse
DUB	Deutsche Bank
EUX	Eurex Exchange
GSC	Goldman Sachs
HSB	HSBC
ICE	Intercontinental Exchange Inc
ING	ING Groep NV
JPM	JPMorgan Chase
LCH	London Clearing House
MER	Merrill Lynch
MSC	Morgan Stanley
RBC	Royal Bank of Canada
RBS	Royal Bank of Scotland
SCB	Standard Chartered Bank
SEB	Skandinaviska Enskilda Banken
SGN	Societe Generale
SSB	State Street Bank
UBS	UBS
WBC	Westpac Banking Group

Note:

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

Currency Abbreviations:
AED	United Arab Emirates Dirham
ARS	Argentine Peso
AUD	Australian Dollar
BRL	Brazilian Real
CAD	Canadian Dollar
CHF	Swiss Franc
CLP	Chilean Peso
CNH	Renminbi Offshore (Hong Kong)
CNY	Chinese Renminbi
COP	Colombian Peso
CZK	Czech Koruna
DOP	Dominican Peso
EUR	Euro
GBP	British Pound
HKD	Hong Kong Dollar
HUF	Hungarian Forint
IDR	Indonesian Rupiah
ILS	Israeli Shekel
INR	Indian Rupee
JOD	Jordanian Dinar
JPY	Japanese Yen
KES	Kenyan Shilling
KRW	Korean Won
KZT	Kazakhstani Tenge
LBP	Lebanese Pound
LKR	Sri Lankan Rupee
MXN	Mexican Peso
MYR	Malaysian Ringgit
NGN	Nigerian Naira
NOK	Norwegian Krone
NZD	New Zealand Dollar
PEN	Peruvian Nuevo Sol
PHP	Philippine Peso
PLN	Polish Zloty
RON	Romanian Leu
RSD	Serbian Dinar
RUB	Russian Ruble
SEK	Swedish Krona
SGD	Singapore Dollar
THB	Thai Baht
TRY	Turkish Lira
TWD	Taiwan Dollar
UGX	Ugandan Shilling
USD	United States Dollar
UYU	Uruguayan Peso
ZAR	South African Rand
Index Abbreviations:
ABX HE	Asset-Backed Securities Index - Home Equity
CDX EM	Credit Derivatives Index - Emerging Markets
CDX HY	Credit Derivatives Index - High Yield
CDX IG	Credit Derivatives Index - Investment Grade
iTraxx Europe	International Index - Europe Main
Other Abbreviations:
ADR	American Depositary Receipt
GDR	Global Depositary Receipt
IO	Interest Only
‘NY’	New York Shares
OTC	Over the Counter
REIT	Real Estate Investment Trust

See Notes to Financial Statements

A-91

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES

SEPTEMBER 30, 2014 (Unaudited)

		PL Floating Rate Loan Fund			PL Inflation Managed Fund			PL Managed Bond Fund		PL Short Duration Bond Fund			PL Emerging Markets Debt Fund			PL Comstock Fund
ASSETS
Investments and repurchase agreements, at cost			$132,004,921			$182,033,646			$839,951,109		$247,145,186			$166,658,727			$166,716,522
Investments, at value			$130,003,657			$167,052,466			$804,616,737		$247,470,190			$161,870,028			$266,934,392
Repurchase agreements, at value			—			9,800,000			36,600,000		—			—			—
Cash (1)			—			110,000			2,112,010		—			—			—
Foreign currency held, at value (2)			—			300,930			921,426		—			454,592			174
Receivables:
	Dividends and interest		888,140			678,643			3,194,799		1,290,607			2,258,664			370,213
	Fund shares sold		72,499			116,829			199,564		181,390			159,404			—
	Securities sold		1,004,441			7,325,365			32,359,678		—			325,509			—
	Securities sold short		—			—			1,048,828		—			—			—
	Swap agreements		—			—			1,606		—			—			—
	Variation Margin		—			8,035			360,948		—			—			—
	Foreign tax reclaim		—			—			—		—			—			49,026
	Due from adviser		12,644			11,294			36,111		16,456			17,076			14,967
Forward foreign currency contracts appreciation			—			2,176,233			4,533,561		22,512			2,123,244			450,558
Unfunded loan commitment appreciation			73			—			—		—			—			—
Prepaid expenses and other assets			756			1,106			3,809		1,616			749			1,882
Swap agreements, at value			—			107,446			969,335		—			3,224,739			—
Total Assets			131,982,210			187,688,347			886,958,412		248,982,771			170,434,005			267,821,212
LIABILITIES
Payables:
	Securities purchased		3,153,564			1,758,214			221,562,118		1,018,849			3,986,495			448,049
	Sale-buyback financing transactions		—			52,021,098			—		—			—			—
	Securities sold short, at value (proceeds $1,048,828)		—			—			1,050,859		—			—			—
	Swap agreements		—			298			—		—			—			—
	Due to brokers (3)		—			1,111,000			4,408,018		—			—			—
	Accrued advisory fees		68,831			52,966			215,089		81,295			104,936			164,041
	Accrued administration fees		15,884			19,862			80,658		30,486			20,051			33,478
	Accrued support service expenses		220			530			976		—			429			498
	Accrued custodian fees and expenses		6,240			3,978			9,815		2,073			13,193			2,625
	Accrued transfer agency out-of-pocket expenses		1,863			2,893			9,092		3,226			2,034			4,552
	Accrued legal, audit and tax service fees		7,899			11,860			38,358		13,606			8,131			19,616
	Accrued trustees’ fees and expenses and deferred compensation		427			1,954			9,024		1,068			—			3,057
	Accrued other		19,889			9,591			37,231		27,328			11,755			15,142
Forward foreign currency contracts depreciation			—			805,066			698,254		16,423			2,101,601			—
Outstanding options written, at value (premiums received $131,979 and $604,146)			—			70,369			448,033		—			—			—
Swap agreements, at value			—			808,999			843,871		—			66,242			—
Total Liabilities			3,274,817			56,678,678			229,411,396		1,194,354			6,314,867			691,058
NET ASSETS			$128,707,393			$131,009,669			$657,547,016		$247,788,417			$164,119,138			$267,130,154
NET ASSETS CONSIST OF:
Paid-in capital			$127,370,232			$137,384,086			$641,318,799		$246,464,591			$167,816,761			$149,077,719
Undistributed net investment income			3,288,773			2,460,356			4,429,728		2,048,322			4,723,437			3,325,419
Undistributed/accumulated net realized gain (loss)			49,579			(3,690,925	)		8,298,738		(1,053,677	)		(3,286,508	)		14,061,112
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies			(2,001,191	)		(5,143,848	)		3,499,751		329,181			(5,134,552	)		100,665,904
NET ASSETS			$128,707,393			$131,009,669			$657,547,016		$247,788,417			$164,119,138			$267,130,154
Class P Shares:
	Shares of beneficial interest outstanding		12,781,673			14,562,756			59,750,650		24,566,640			16,825,478			14,407,528
	Net Asset Value Per Share		$10.07			$9.00			$11.00		$10.09			$9.75			$18.54

(1) Includes cash collateral segregated for certain derivative instruments (see Notes to Schedule of Investments) in the PL Inflation Managed and PL Managed Bond Funds of $110,000 and $2,112,010, respectively.

(2) The cost of foreign currency for the PL Inflation Managed, PL Managed Bond, PL Emerging Markets Debt and PL Comstock Funds was $302,677, $931,816, $456,940 and $179, respectively.

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

See Notes to Financial Statements

B-1

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

SEPTEMBER 30, 2014 (Unaudited)

		PL Growth Fund		PL Large-Cap Growth Fund			PL Large-Cap Value Fund		PL Main Street Core Fund		PL Mid-Cap Equity Fund		PL Mid-Cap Growth Fund
ASSETS
Investments, at cost			$111,019,251		$155,890,285			$210,536,502		$188,866,309		$182,235,032		$77,658,474
Investments, at value			$133,052,406		$184,473,174			$342,776,206		$253,607,178		$202,849,775		$82,733,553
Cash (1)			—		—			—		—		—		142,485
Foreign currency held, at value (2)			—		9			—		—		—		—
Receivables:
	Dividends and interest		89,509		86,980			581,587		394,230		145,739		44,336
	Fund shares sold		—		—			96,289		—		—		—
	Securities sold		1,595,817		4,418,044			—		120,311		3,508,376		83,924
	Foreign tax reclaim		1,826		749			55,324		14,420		—		3,643
	Due from adviser		4,114		9,718			18,065		12,518		8,197		4,828
Forward foreign currency contracts appreciation			—		44,002			—		—		—		—
Prepaid expenses and other assets			568		1,060			2,305		1,569		1,012		529
Total Assets			134,744,240		189,033,736			343,529,776		254,150,226		206,513,099		83,013,298
LIABILITIES
Payables:
	Securities purchased		1,381,505		2,765,149			911,111		1,218,705		2,905,849		572,983
	Due to custodian		—		10,418			—		—		—		—
	Accrued advisory fees		61,046		108,987			185,558		94,891		112,056		45,294
	Accrued administration fees		16,649		23,189			42,821		31,630		25,859		10,452
	Accrued support service expenses		169		216			466		649		94		153
	Accrued custodian fees and expenses		998		2,778			2,407		2,901		1,085		779
	Accrued transfer agency out-of-pocket expenses		1,435		2,642			5,567		3,892		2,413		1,289
	Accrued legal, audit and tax service fees		5,911		10,763			23,658		16,864		10,123		5,553
	Accrued trustees’ fees and expenses and deferred compensation		2,669		6,679			5,005		925		596		2,811
	Accrued other		9,800		10,320			17,887		12,338		9,407		5,503
Outstanding options written, at value (premiums received $4,366)			—		—			—		—		—		3,422
Total Liabilities			1,480,182		2,941,141			1,194,480		1,382,795		3,067,482		648,239
NET ASSETS			$133,264,058		$186,092,595			$342,335,296		$252,767,431		$203,445,617		$82,365,059
NET ASSETS CONSIST OF:
Paid-in capital			$109,867,904		$138,440,067			$177,468,688		$155,007,042		$160,391,733		$73,262,500
Undistributed/accumulated net investment income (loss)			256,594		(93,809	)		6,816,773		1,911,819		310,380		64,993
Undistributed net realized gain			1,106,628		19,119,502			25,810,131		31,111,309		22,128,761		3,961,704
Net unrealized appreciation on investments and assets and liabilities in foreign currencies			22,032,932		28,626,835			132,239,704		64,737,261		20,614,743		5,075,862
NET ASSETS			$133,264,058		$186,092,595			$342,335,296		$252,767,431		$203,445,617		$82,365,059
Class P Shares:
	Shares of beneficial interest outstanding		7,401,730		17,227,451			19,514,338		16,052,348		15,871,019		10,009,397
	Net Asset Value Per Share		$18.00		$10.80			$17.54		$15.75		$12.82		$8.23

(1) Includes cash collateral segregated for certain derivative instruments (see Notes to Schedule of Investments) in the PL Mid-Cap Growth Fund of $142,485.

(2) The cost of foreign currency for the PL Large-Cap Growth Fund was $9.

See Notes to Financial Statements

B-2

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

SEPTEMBER 30, 2014 (Unaudited)

		PL Small-Cap Growth Fund			PL Small-Cap Value Fund			PL Real Estate Fund			PL Emerging Markets Fund		PL International Large-Cap Fund			PL International Value Fund
ASSETS
Investments, at cost			$76,205,919			$137,213,572			$25,981,853			$129,214,919		$212,247,313			$166,368,650
Investments, at value			$80,275,869			$129,939,984			$45,230,617			$159,407,390		$274,826,974			$180,815,876
Foreign currency held, at value (1)			—			—			—			374,786		107,101			4,777,452
Receivables:
	Dividends and interest		5,540			140,674			167,172			160,556		406,044			317,086
	Fund shares sold		—			—			4,364			31,077		301,553			316,901
	Securities sold		979,248			193,780			53,661			600,764		1,915,516			312,278
	Foreign tax reclaim		—			—			—			11,101		448,051			239,616
	Due from adviser		3,732			7,760			3,453			31,162		19,101			14,380
Forward foreign currency contracts appreciation			—			—			—			—		—			2,304,242
Prepaid expenses and other assets			373			898			396			911		1,483			1,118
Total Assets			81,264,762			130,283,096			45,459,663			160,617,747		278,025,823			189,098,949
LIABILITIES
Payables:
	Securities purchased		3,437,166			401,399			72,945			570,818		473,179			15,133,596
	Variation margin		—			—			—			—		395,317			—
	Accrued advisory fees		39,620			84,538			54,485			110,184		167,700			85,910
	Accrued administration fees		9,905			16,907			9,081			20,659		29,594			19,825
	Accrued support service expenses		102			253			119			269		230			111
	Accrued custodian fees and expenses		459			1,823			464			64,247		19,480			14,230
	Accrued transfer agency out-of-pocket expenses		858			2,149			1,004			2,295		3,560			2,554
	Accrued legal, audit and tax service fees		3,979			9,449			4,087			9,473		15,068			11,396
	Accrued trustees’ fees and expenses and deferred compensation		1,756			229			216			471		2,317			3,308
	Accrued foreign capital gains tax		—			—			—			128,493		—			—
	Accrued other		5,313			9,257			3,902			3,738		18,247			13,881
Forward foreign currency contracts depreciation			—			—			—			—		—			2,510,571
Total Liabilities			3,499,158			526,004			146,303			910,647		1,124,692			17,795,382
NET ASSETS			$77,765,604			$129,757,092			$45,313,360			$159,707,100		$276,901,131			$171,303,567
NET ASSETS CONSIST OF:
Paid-in capital			$64,113,646			$93,627,785			$26,369,526			$126,647,394		$216,441,643			$193,397,022
Undistributed/accumulated net investment income (loss)			(141,504	)		1,800,940			538,877			491,073		4,097,742			4,857,534
Undistributed/accumulated net realized gain (loss)			9,723,512			41,601,955			(843,807	)		2,517,205		(6,187,289	)		(41,196,951	)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies			4,069,950			(7,273,588	)		19,248,764			30,051,428		62,549,035			14,245,962
NET ASSETS			$77,765,604			$129,757,092			$45,313,360			$159,707,100		$276,901,131			$171,303,567
Class P Shares:
	Shares of beneficial interest outstanding		5,324,478			10,060,458			3,069,821			10,406,610		15,176,617			17,227,861
	Net Asset Value Per Share		$14.61			$12.90			$14.76			$15.35		$18.25			$9.94

(1) The cost of foreign currency for the PL Emerging Markets, PL International Large-Cap and PL International Value Funds was $384,986, $101,744 and $4,801,932 respectively.

See Notes to Financial Statements

B-3

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

SEPTEMBER 30, 2014 (Unaudited)

		PL Currency Strategies Fund			PL Global Absolute Return Fund		PL Precious Metals Fund
ASSETS
Investments and repurchase agreements, at cost			$199,604,965			$178,747,546		$41,154,625
Investments, at value			$197,427,595			$175,012,128		$37,496,122
Repurchase agreements, at value			—			1,475,259		—
Cash (1)			1,500,000			—		—
Foreign currency held, at value (2)			12,221			507,879		612,602
Receivables:
	Dividends and interest		389,848			2,353,641		1,701
	Fund shares sold		14,548			164,228		151,452
	Securities sold		—			5,762,744		1,059,980
	Variation margin		—			697,858		—
	Foreign tax reclaim		—			3,172		92,989
	Due from adviser		—			18,668		654
Forward foreign currency contracts appreciation			10,537,665			7,095,852		—
Unfunded loan commitment appreciation			—			1,473		—
Prepaid expenses and other assets			842			1,177		460
Swap agreements, at value			—			7,841,703		—
Total Assets			209,882,719			200,935,782		39,415,960
LIABILITIES
Payables:
	Securities purchased		—			2,901,842		1,442,259
	Securities covering shorts		—			5,776,438		—
	Securities sold short, at value (proceeds $1,266,538)		—			1,452,324		—
	Due to brokers (3)		3,679,978			4,582,104		—
	Accrued advisory fees		104,969			117,149		28,079
	Accrued administration fees		24,224			21,965		6,194
	Accrued support service expenses		275			337		136
	Accrued custodian fees and expenses		3,490			77,116		4,003
	Accrued transfer agency out-of-pocket expenses		2,009			2,867		1,147
	Accrued legal, audit and tax service fees		8,965			12,320		4,777
	Accrued interest		—			37,446		—
	Accrued other		4,583			12,583		4,191
Forward foreign currency contracts depreciation			8,802,990			2,668,776		—
Outstanding options written, at value (premiums received $894,118)			—			1,375,959		—
Swap agreements, at value			—			1,806,558		—
Total Liabilities			12,631,483			20,845,784		1,490,786
NET ASSETS			$197,251,236			$180,089,998		$37,925,174
NET ASSETS CONSIST OF:
Paid-in capital			$194,972,635			$173,271,172		$70,435,568
Undistributed/accumulated net investment income (loss)			(5,349,743	)		3,137,423		(275,716	)
Undistributed/accumulated net realized gain (loss)			8,092,083			372,066		(28,565,295	)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies			(463,739	)		3,309,337		(3,669,383	)
NET ASSETS			$197,251,236			$180,089,998		$37,925,174
Class P Shares:
	Shares of beneficial interest outstanding		19,605,970			17,742,896		7,053,564
	Net Asset Value Per Share		$10.06			$10.15		$5.38

(1) Includes cash collateral segregated for certain derivatives (See Notes to Schedule of Investments) in the PL Currency Strategies Fund of $310,000.

(2) The cost of foreign currency for the PL Currency Strategies, PL Global Absolute Return and PL Precious Metals Funds was $12,428, $519,321 and $620,349 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. The Funds invest such cash collateral in investment securities (See Note 5 in Notes to Financial Statements).

See Notes to Financial Statements

B-4

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS

FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2014 (Unaudited)

		PL Floating Rate Loan Fund			PL Inflation Managed Fund			PL Managed Bond Fund			PL Short Duration Bond Fund			PL Emerging Markets Debt Fund			PL Comstock Fund
INVESTMENT INCOME
Dividends, net of foreign taxes withheld			$294			$23			$—			$285			$—			$3,118,637
Interest, net of foreign taxes withheld			2,669,528			3,952,950			5,445,165			2,046,678			4,399,818			—
Other			47,952			—			1,092			—			—			—
Total Investment Income			2,717,774			3,952,973			5,446,257			2,046,963			4,399,818			3,118,637
EXPENSES
Advisory fees			471,900			367,933			1,219,173			471,407			567,793			1,126,055
Administration fees			94,380			137,975			457,190			176,778			108,496			225,211
Support services expenses			9,360			14,039			45,897			17,635			9,719			22,969
Custodian fees and expenses			12,765			9,018			22,199			4,545			35,480			4,609
Shareholder report expenses			3,057			4,614			14,972			5,673			3,203			7,495
Transfer agency out-of-pocket expenses			6,018			9,029			29,511			11,337			6,252			14,767
Registration fees			998			1,529			4,965			2,070			1,088			2,391
Legal, audit and tax service fees			8,358			12,596			40,993			15,565			8,719			20,484
Trustees’ fees and expenses			2,142			3,290			10,931			4,056			2,173			5,380
Interest expense			—			19,717			13			—			—			—
Other			33,731			16,470			46,998			40,375			18,944			11,102
Total Expenses			642,709			596,210			1,892,842			749,441			761,867			1,440,463
Advisory Fee Waiver (1)			(62,920	)		—			—			—			—			(22,521	)
Adviser Expense Reimbursement (2)			(76,429	)		(70,585	)		(216,467	)		(101,256	)		(85,578	)		(89,196	)
Net Expenses			503,360			525,625			1,676,375			648,185			676,289			1,328,746
NET INVESTMENT INCOME			2,214,414			3,427,348			3,769,882			1,398,778			3,723,529			1,789,891
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
	Investment security transactions		34,053			753,556			2,620,168			134,648			55,530			21,035,078
	Closed short positions		—			11,747			(2,148	)		—			—			—
	Futures contract transactions		—			(93,483	)		3,900,247			(319	)		—			—
	Swap transactions		—			(59,489	)		495,448			—			71,890			—
	Written option transactions		—			165,031			796,372			—			—			—
	Foreign currency transactions		—			784,224			1,415,165			6,606			223,954			1,008,517
	Net Realized Gain		34,053			1,561,586			9,225,252			140,935			351,374			22,043,595
Change In Net Unrealized Appreciation (Depreciation) On:
	Investment securities		(1,988,615	)		(1,804,093	)		(2,085,356	)		(612,951	)		(3,797,480	)		(9,082,605	)
	Unfunded loan commitments		73			—			—			—			—			—
	Short positions		—			—			(2,031	)		—			—			—
	Futures contracts		—			37,138			376,725			(5,497	)		—			—
	Swaps		—			(483,350	)		(1,161,429	)		—			(191,922	)		—
	Written options		—			(85,310	)		(42,380	)		—			—			—
	Foreign currencies		—			1,402,310			3,517,867			3,120			(232,470	)		597,402
	Change in Net Unrealized Appreciation (Depreciation)		(1,988,542	)		(933,305	)		603,396			(615,328	)		(4,221,872	)		(8,485,203	)
NET GAIN (LOSS)			(1,954,489	)		628,281			9,828,648			(474,393	)		(3,870,498	)		13,558,392
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS			$259,925			$4,055,629			$13,598,530			$924,385			($146,969	)		$15,348,283
Foreign taxes withheld on dividends and interest			$—			$1,450			$—			$—			$42,104			$92,120

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

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

See Notes to Financial Statements

B-5

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS (Continued)

FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2014 (Unaudited)

		PL Growth Fund			PL Large-Cap Growth Fund			PL Large-Cap Value Fund			PL Main Street Core Fund			PL Mid-Cap Equity Fund			PL Mid-Cap Growth Fund
INVESTMENT INCOME
Dividends, net of foreign taxes withheld			$514,266			$700,933			$4,095,677			$2,163,001			$1,040,452			$392,330
Interest, net of foreign taxes withheld			1,124			—			—			—			—			—
Total Investment Income			515,390			700,933			4,095,677			2,163,001			1,040,452			392,330
EXPENSES
Advisory fees			314,787			666,339			1,217,582			586,627			592,765			313,092
Administration fees			85,851			133,268			280,981			195,542			136,792			67,091
Support services expenses			7,199			13,497			28,439			19,083			12,597			6,481
Custodian fees and expenses			1,664			5,339			5,074			4,362			2,181			1,327
Shareholder report expenses			3,317			5,557			9,259			6,262			4,088			2,170
Transfer agency out-of-pocket expenses			4,630			8,679			18,284			12,269			8,099			4,166
Registration fees			806			1,566			3,078			1,897			1,426			672
Legal, audit and tax service fees			6,367			11,998			25,299			17,084			11,167			5,761
Trustees’ fees and expenses			1,788			3,462			6,735			4,368			2,884			1,637
Other			7,338			7,083			12,084			8,868			8,186			5,428
Total Expenses			433,747			856,788			1,606,815			856,362			780,185			407,825
Advisory Fee Waiver (1)			—			(39,980	)		—			—			—			(22,364	)
Adviser Expense Reimbursement (2)			(33,109	)		(57,182	)		(108,252	)		(74,194	)		(50,629	)		(27,642	)
Net Expenses			400,638			759,626			1,498,563			782,168			729,556			357,819
NET INVESTMENT INCOME (LOSS)			114,752			(58,693	)		2,597,114			1,380,833			310,896			34,511
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
	Investment security transactions		1,514,105			11,136,522			23,091,746			14,937,801			9,778,056			836,442
	Written option transactions		—			—			—			—			—			63,280
	Foreign currency transactions		(299	)		(17,614	)		52			(1,702	)		—			(401	)
	Net Realized Gain		1,513,806			11,118,908			23,091,798			14,936,099			9,778,056			899,321
Change In Net Unrealized Appreciation (Depreciation) On:
	Investment securities		2,886,307			(2,110,017	)		(7,619,089	)		(1,290,973	)		(10,093,165	)		(421,589	)
	Written options		—			—			—			—			—			(4,165	)
	Foreign currencies		(339	)		15,155			—			(4,142	)		—			(293	)
	Change in Net Unrealized Appreciation (Depreciation)		2,885,968			(2,094,862	)		(7,619,089	)		(1,295,115	)		(10,093,165	)		(426,047	)
NET GAIN (LOSS)			4,399,774			9,024,046			15,472,709			13,640,984			(315,109	)		473,274
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS			$4,514,526			$8,965,353			$18,069,823			$15,021,817			($4,213	)		$507,785
Foreign taxes withheld on dividends and interest			$3,888			$386			$81,776			$22,905			$551			$—

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

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

See Notes to Financial Statements

B-6

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS (Continued)

FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2014 (Unaudited)

		PL Small-Cap Growth Fund			PL Small-Cap Value Fund			PL Real Estate Fund			PL Emerging Markets Fund			PL International Large-Cap Fund			PL International Value Fund
INVESTMENT INCOME
Dividends, net of foreign taxes withheld			$93,060			$1,147,547			$880,483			$1,810,331			$4,056,399			$3,335,720
Interest, net of foreign taxes withheld			—			—			—			—			563			—
Total Investment Income			93,060			1,147,547			880,483			1,810,331			4,056,962			3,335,720
EXPENSES
Advisory fees			191,744			547,211			348,264			657,206			1,035,852			564,305
Administration fees			47,936			109,442			58,044			123,226			182,798			130,224
Support services expenses			4,322			10,802			5,039			11,518			18,358			13,321
Custodian fees and expenses			855			3,098			992			126,821			41,719			35,003
Shareholder report expenses			1,413			3,525			1,649			3,764			5,965			4,322
Transfer agency out-of-pocket expenses			2,777			6,944			3,240			7,407			11,803			8,562
Registration fees			385			1,077			575			1,286			2,022			1,351
Legal, audit and tax service fees			3,842			9,634			4,498			10,249			16,286			11,791
Trustees’ fees and expenses			1,084			2,456			1,151			2,630			4,291			3,215
Other			6,920			8,717			3,647			24,246			16,746			13,126
Total Expenses			261,278			702,906			427,099			968,353			1,335,840			785,220
Adviser Expense Reimbursement (1)			(21,599	)		(46,252	)		(20,791	)		(187,920	)		(117,190	)		(90,691	)
Net Expenses			239,679			656,654			406,308			780,433			1,218,650			694,529
NET INVESTMENT INCOME (LOSS)			(146,619	)		490,893			474,175			1,029,898			2,838,312			2,641,191
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
	Investment security transactions		6,230,998			35,617,611			6,389,075			1,756,550			5,936,048			5,997,119
	Futures contract transactions		—			(26,950	)		—			—			2,378			—
	Foreign currency transactions		—			(1,150	)		—			(19,208	)		(126,324	)		820,105
	Net Realized Gain		6,230,998			35,589,511			6,389,075			1,737,342			5,812,102			6,817,224
Change In Net Unrealized Appreciation (Depreciation) On:
	Investment securities (2)		(9,214,723	)		(42,792,564	)		(4,008,575	)		3,546,857			(12,100,694	)		(14,750,744	)
	Foreign currencies		—			(83	)		—			(25,258	)		(42,596	)		(838,319	)
	Change in Net Unrealized Appreciation (Depreciation)		(9,214,723	)		(42,792,647	)		(4,008,575	)		3,521,599			(12,143,290	)		(15,589,063	)
NET GAIN (LOSS)			(2,983,725	)		(7,203,136	)		2,380,500			5,258,941			(6,331,188	)		(8,771,839	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS			($3,130,344	)		($6,712,243	)		$2,854,675			$6,288,839			($3,492,876	)		($6,130,648	)
Foreign taxes withheld on dividends and interest			$—			$4,037			$—			$189,186			$443,637			$369,369

(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 $36,345.

See Notes to Financial Statements

B-7

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS (Continued)

FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2014 (Unaudited)

		PL Currency Strategies Fund			PL Global Absolute Return Fund			PL Precious Metals Fund
INVESTMENT INCOME
Dividends, net of foreign taxes withheld			$3,101			$—			$265,302
Interest, net of foreign taxes withheld			112,598			5,710,186			63
Total Investment Income			115,699			5,710,186			265,365
EXPENSES
Advisory fees			508,180			779,494			297,890
Administration fees			117,272			146,155			59,578
Support services expenses			10,011			14,400			5,760
Custodian fees and expenses			6,788			116,891			7,826
Shareholder report expenses			3,274			4,857			1,881
Transfer agency out-of-pocket expenses			6,435			9,259			3,703
Registration fees			957			1,498			633
Legal, audit and tax service fees			8,956			12,862			5,137
Trustees’ fees and expenses			2,245			3,228			1,290
Interest expense			—			96,161			—
Other			2,717			16,930			4,215
Total Expenses			666,835			1,201,735			387,913
Advisory Fee Waiver (1)			—			—			(27,803	)
Adviser Expense Reimbursement (2)			(4,342	)		(116,300	)		(5,903	)
Net Expenses			662,493			1,085,435			354,207
NET INVESTMENT INCOME (LOSS)			(546,794	)		4,624,751			(88,842	)
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
	Investment security transactions		(2,137	)		2,181,325			(18,014,882	)
	Closed short positions		—			(164,696	)		—
	Futures contract transactions		—			(1,208,693	)		—
	Swap transactions		—			15,730			—
	Written option transactions		—			196,345			—
	Foreign currency transactions		8,098,068			276,705			(2,848	)
	Net Realized Gain (Loss)		8,095,931			1,296,716			(18,017,730	)
Change In Net Unrealized Appreciation (Depreciation) On:
	Investment securities		(3,895,287	)		(2,043,226	)		20,338,975
	Unfunded loan commitments		—			1,473			—
	Short positions		—			51,677			—
	Futures contracts		—			106,667			—
	Swaps		—			(38,087	)		—
	Written options		—			(652,606	)		—
	Foreign currencies		6,868,608			5,629,538			(10,822	)
	Change in Net Unrealized Appreciation		2,973,321			3,055,436			20,328,153
NET GAIN			11,069,252			4,352,152			2,310,423
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS			$10,522,458			$8,976,903			$2,221,581
Foreign taxes withheld on dividends and interest			$4,234			$91,652			$53,758

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

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

See Notes to Financial Statements

B-8

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

	Six-Month Period Ended September 30, 2014 (1)			Year Ended March 31, 2014			Six-Month Period Ended September 30, 2014 (1)			Year Ended March 31, 2014			Six-Month Period Ended September 30, 2014 (1)			Year Ended March 31, 2014
	PL Floating Rate Loan Fund						PL Inflation Managed Fund						PL Managed Bond Fund
OPERATIONS
Net investment income		$2,214,414			$4,410,889			$3,427,348			$1,403,593			$3,769,882			$6,745,366
Net realized gain (loss)		34,053			1,130,734			1,561,586			(1,712,382	)		9,225,252			544,477
Change in net unrealized appreciation (depreciation)		(1,988,542	)		(1,632,529	)		(933,305	)		(11,666,272	)		603,396			(14,411,217	)
Net Increase (Decrease) in Net Assets Resulting from Operations		259,925			3,909,094			4,055,629			(11,975,061	)		13,598,530			(7,121,374	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income - Class P		—			(4,512,660	)		—			(755,842	)		—			(8,368,504	)
Net realized gains - Class P		—			(1,669,705	)		—			(2,707,398	)		—			(2,998,837	)
Net Decrease from Dividends and Distributions to Shareholders		—			(6,182,365	)		—			(3,463,240	)		—			(11,367,341	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares - Class P		10,692,239			17,705,946			10,708,140			46,018,666			88,410,767			63,781,929
Dividends and distribution reinvestments - Class P		—			6,182,365			—			3,463,240			—			11,367,341
Cost of shares repurchased - Class P		(5,360,702	)		(8,703,442	)		(69,518,618	)		(12,560,393	)		(24,215,233	)		(42,192,868	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		5,331,537			15,184,869			(58,810,478	)		36,921,513			64,195,534			32,956,402
NET INCREASE (DECREASE) IN NET ASSETS		5,591,462			12,911,598			(54,754,849	)		21,483,212			77,794,064			14,467,687
NET ASSETS
Beginning of Year or Period		123,115,931			110,204,333			185,764,518			164,281,306			579,752,952			565,285,265
End of Year or Period		$128,707,393			$123,115,931			$131,009,669			$185,764,518			$657,547,016			$579,752,952
Undistributed/Accumulated Net Investment Income (Loss)		$3,288,773			$1,074,359			$2,460,356			($966,992	)		$4,429,728			$659,846
	PL Short Duration Bond Fund						PL Emerging Markets Debt Fund						PL Comstock Fund
OPERATIONS
Net investment income		$1,398,778			$2,354,102			$3,723,529			$5,037,344			$1,789,891			$4,378,442
Net realized gain (loss)		140,935			(122,598	)		351,374			(4,722,575	)		22,043,595			11,515,551
Change in net unrealized appreciation (depreciation)		(615,328	)		(893,294	)		(4,221,872	)		(3,163,830	)		(8,485,203	)		43,949,715
Net Increase (Decrease) in Net Assets Resulting from Operations		924,385			1,338,210			(146,969	)		(2,849,061	)		15,348,283			59,843,708
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income - Class P		—			(3,024,235	)		—			(3,887,073	)		—			(2,637,092	)
Net realized gains - Class P		—			—			—			(1,122,666	)		—			—
Net Decrease from Dividends and Distributions to Shareholders		—			(3,024,235	)		—			(5,009,739	)		—			(2,637,092	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares - Class P		28,606,850			24,100,375			39,258,795			55,566,570			2,685,388			—
Dividends and distribution reinvestments - Class P		—			3,024,235			—			5,009,739			—			2,637,092
Cost of shares repurchased - Class P		(10,931,514	)		(19,850,587	)		(5,508,637	)		(8,047,397	)		(59,501,325	)		(12,917,286	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		17,675,336			7,274,023			33,750,158			52,528,912			(56,815,937	)		(10,280,194	)
NET INCREASE (DECREASE) IN NET ASSETS		18,599,721			5,587,998			33,603,189			44,670,112			(41,467,654	)		46,926,422
NET ASSETS
Beginning of Year or Period		229,188,696			223,600,698			130,515,949			85,845,837			308,597,808			261,671,386
End of Year or Period		$247,788,417			$229,188,696			$164,119,138			$130,515,949			$267,130,154			$308,597,808
Undistributed Net Investment Income		$2,048,322			$649,544			$4,723,437			$999,908			$3,325,419			$1,535,528

(1) Unaudited.

See Notes to Financial Statements

B-9

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Six-Month Period Ended September 30, 2014 (1)			Year Ended March 31, 2014			Six-Month Period Ended September 30, 2014 (1)			Year Ended March 31, 2014			Six-Month Period Ended September 30, 2014 (1)			Year Ended March 31, 2014
	PL Growth Fund						PL Large-Cap Growth Fund						PL Large-Cap Value Fund
OPERATIONS
Net investment income (loss)		$114,752			$150,031			($58,693	)		($103,987	)		$2,597,114			$8,203,641
Net realized gain		1,513,806			8,246,940			11,118,908			24,228,027			23,091,798			15,301,085
Change in net unrealized appreciation (depreciation)		2,885,968			7,367,677			(2,094,862	)		9,193,870			(7,619,089	)		44,822,644
Net Increase in Net Assets Resulting from Operations		4,514,526			15,764,648			8,965,353			33,317,910			18,069,823			68,327,370
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income - Class P		—			(573,668	)		—			(299,083	)		—			(5,289,219	)
Net realized gains - Class P		—			—			—			(33,866,205	)		—			—
Net Decrease from Dividends and Distributions to Shareholders		—			(573,668	)		—			(34,165,288	)		—			(5,289,219	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares - Class P		30,483,039			39,665,244			12,686,507			1,187,092			3,819,713			—
Dividends and distribution reinvestments - Class P		—			573,668			—			34,165,288			—			5,289,219
Cost of shares repurchased - Class P		(3,018,154	)		(2,756,202	)		(8,172,601	)		(4,289,678	)		(59,926,650	)		(12,039,570	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		27,464,885			37,482,710			4,513,906			31,062,702			(56,106,937	)		(6,750,351	)
NET INCREASE (DECREASE) IN NET ASSETS		31,979,411			52,673,690			13,479,259			30,215,324			(38,037,114	)		56,287,800
NET ASSETS
Beginning of Year or Period		101,284,647			48,610,957			172,613,336			142,398,012			380,372,410			324,084,610
End of Year or Period		$133,264,058			$101,284,647			$186,092,595			$172,613,336			$342,335,296			$380,372,410
Undistributed/Accumulated Net Investment Income (Loss)		$256,594			$141,842			($93,809	)		($35,116	)		$6,816,773			$4,219,659
	PL Main Street Core Fund						PL Mid-Cap Equity Fund						PL Mid-Cap Growth Fund
OPERATIONS
Net investment income (loss)		$1,380,833			$2,335,231			$310,896			$553,452			$34,511			($65,397	)
Net realized gain		14,936,099			32,445,487			9,778,056			16,313,197			899,321			22,500,834
Change in net unrealized appreciation (depreciation)		(1,295,115	)		13,569,441			(10,093,165	)		19,772,101			(426,047	)		(7,212,354	)
Net Increase (Decrease) in Net Assets Resulting from Operations		15,021,817			48,350,159			(4,213	)		36,638,750			507,785			15,223,083
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income - Class P		—			(2,316,456	)		—			(833,404	)		—			(152,439	)
Net realized gains - Class P		—			—			—			(12,097,077	)		—			(19,078,154	)
Net Decrease from Dividends and Distributions to Shareholders		—			(2,316,456	)		—			(12,930,481	)		—			(19,230,593	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares - Class P		2,596,066			1,444,719			37,751,569			—			3,181,726			16,183,178
Dividends and distribution reinvestments - Class P		—			2,316,456			—			12,930,481			—			19,230,593
Cost of shares repurchased - Class P		(22,425,454	)		(4,648,182	)		(5,658,637	)		(3,697,469	)		(12,128,173	)		(2,159,393	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(19,829,388	)		(887,007	)		32,092,932			9,233,012			(8,946,447	)		33,254,378
NET INCREASE (DECREASE) IN NET ASSETS		(4,807,571	)		45,146,696			32,088,719			32,941,281			(8,438,662	)		29,246,868
NET ASSETS
Beginning of Year or Period		257,575,002			212,428,306			171,356,898			138,415,617			90,803,721			61,556,853
End of Year or Period		$252,767,431			$257,575,002			$203,445,617			$171,356,898			$82,365,059			$90,803,721
Undistributed/Accumulated Net Investment Income (Loss)		$1,911,819			$530,986			$310,380			($516	)		$64,993			$30,482

(1) Unaudited.

See Notes to Financial Statements

B-10

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Six-Month Period Ended September 30, 2014 (1)			Year Ended March 31, 2014			Six-Month Period Ended September 30, 2014 (1)			Year Ended March 31, 2014			Six-Month Period Ended September 30, 2014 (1)			Year Ended March 31, 2014
	PL Small-Cap Growth Fund						PL Small-Cap Value Fund						PL Real Estate Fund
OPERATIONS
Net investment income (loss)		($146,619	)		($156,785	)		$490,893			$2,065,670			$474,175			$975,804
Net realized gain		6,230,998			7,918,947			35,589,511			13,048,909			6,389,075			1,621,422
Change in net unrealized appreciation (depreciation)		(9,214,723	)		2,291,721			(42,792,647	)		7,490,389			(4,008,575	)		1,468,596
Net Increase (Decrease) in Net Assets Resulting from Operations		(3,130,344	)		10,053,883			(6,712,243	)		22,604,968			2,854,675			4,065,822
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income - Class P		—			(98,659	)		—			(1,780,478	)		—			(1,118,697	)
Net realized gains - Class P		—			(1,357,600	)		—			(6,305,462	)		—			—
Net Decrease from Dividends and Distributions to Shareholders		—			(1,456,259	)		—			(8,085,940	)		—			(1,118,697	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares - Class P		23,567,030			—			3,461,990			1,624,962			1,362,208			10,629,608
Dividends and distribution reinvestments - Class P		—			1,456,259			—			8,085,940			—			1,118,697
Cost of shares repurchased - Class P		(2,592,415	)		(1,030,591	)		(14,694,912	)		(2,174,457	)		(32,731,089	)		(1,006,216	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		20,974,615			425,668			(11,232,922	)		7,536,445			(31,368,881	)		10,742,089
NET INCREASE (DECREASE) IN NET ASSETS		17,844,271			9,023,292			(17,945,165	)		22,055,473			(28,514,206	)		13,689,214
NET ASSETS
Beginning of Year or Period		59,921,333			50,898,041			147,702,257			125,646,784			73,827,566			60,138,352
End of Year or Period		$77,765,604			$59,921,333			$129,757,092			$147,702,257			$45,313,360			$73,827,566
Undistributed/Accumulated Net Investment Income (Loss)		($141,504	)		$5,115			$1,800,940			$1,310,047			$538,877			$64,702
	PL Emerging Markets Fund						PL International Large-Cap Fund						PL International Value Fund
OPERATIONS
Net investment income		$1,029,898			$783,231			$2,838,312			$2,741,883			$2,641,191			$6,527,844
Net realized gain		1,737,342			4,504,312			5,812,102			3,556,669			6,817,224			8,728,123
Change in net unrealized appreciation (depreciation)		3,521,599			3,487,389			(12,143,290	)		21,548,202			(15,589,063	)		9,297,780
Net Increase (Decrease) in Net Assets Resulting from Operations		6,288,839			8,774,932			(3,492,876	)		27,846,754			(6,130,648	)		24,553,747
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income - Class P		—			(903,956	)		—			(2,672,165	)		—			(4,102,104	)
Net realized gains - Class P		—			(2,799,145	)		—			—			—			—
Net Decrease from Dividends and Distributions to Shareholders		—			(3,703,101	)		—			(2,672,165	)		—			(4,102,104	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares - Class P		4,536,156			35,981,890			58,730,314			19,090,781			21,874,172			9,339,592
Dividends and distribution reinvestments - Class P		—			3,703,101			—			2,672,165			—			4,102,104
Cost of shares repurchased - Class P		(4,450,515	)		(2,234,325	)		(18,858,455	)		(5,378,260	)		(20,980,828	)		(3,902,120	)
Net Increase in Net Assets from Capital Share Transactions		85,641			37,450,666			39,871,859			16,384,686			893,344			9,539,576
NET INCREASE (DECREASE) IN NET ASSETS		6,374,480			42,522,497			36,378,983			41,559,275			(5,237,304	)		29,991,219
NET ASSETS
Beginning of Year or Period		153,332,620			110,810,123			240,522,148			198,962,873			176,540,871			146,549,652
End of Year or Period		$159,707,100			$153,332,620			$276,901,131			$240,522,148			$171,303,567			$176,540,871
Undistributed/Accumulated Net Investment Income (Loss)		$491,073			($538,825	)		$4,097,742			$1,259,430			$4,857,534			$2,216,343

(1) Unaudited.

See Notes to Financial Statements

B-11

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Six-Month Period Ended September 30, 2014 (1)			Year Ended March 31, 2014			Six-Month Period Ended September 30, 2014 (1)			Year Ended March 31, 2014			Six-Month Period Ended September 30, 2014 (1)			Year Ended March 31, 2014
	PL Currency Strategies Fund						PL Global Absolute Return Fund						PL Precious Metals Fund
OPERATIONS
Net investment income (loss)		($546,794	)		($882,585	)		$4,624,751			$6,710,785			($88,842	)		$226,549
Net realized gain (loss)		8,095,931			(5,197,176	)		1,296,716			(10,735,110	)		(18,017,730	)		(10,458,973	)
Change in net unrealized appreciation (depreciation)		2,973,321			(2,107,085	)		3,055,436			(864,055	)		20,328,153			(11,762,894	)
Net Increase (Decrease) in Net Assets Resulting from Operations		10,522,458			(8,186,846	)		8,976,903			(4,888,380	)		2,221,581			(21,995,318	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Net investment income - Class P		—			(4,034,980	)		—			(3,863,039	)		—			(451,925	)
Net realized gains - Class P		—			—			—			(269,888	)		—			—
Net Decrease from Dividends and Distributions to Shareholders		—			(4,034,980	)		—			(4,132,927	)		—			(451,925	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares - Class P		60,104,733			25,560,571			8,189,076			40,317,659			5,310,973			42,913,086
Dividends and distribution reinvestments - Class P		—			4,034,980			—			4,132,927			—			451,925
Cost of shares repurchased - Class P		(4,399,070	)		(4,993,288	)		(35,435,776	)		(8,994,814	)		(54,009,625	)		(2,466,278	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		55,705,663			24,602,263			(27,246,700	)		35,455,772			(48,698,652	)		40,898,733
NET INCREASE (DECREASE) IN NET ASSETS		66,228,121			12,380,437			(18,269,797	)		26,434,465			(46,477,071	)		18,451,490
NET ASSETS
Beginning of Year or Period		131,023,115			118,642,678			198,359,795			171,925,330			84,402,245			65,950,755
End of Year or Period		$197,251,236			$131,023,115			$180,089,998			$198,359,795			$37,925,174			$84,402,245
Undistributed/Accumulated Net Investment Income (Loss)		($5,349,743	)		($4,802,949	)		$3,137,423			($1,487,328	)		($275,716	)		($186,874	)

(1) Unaudited.

See Notes to Financial Statements

B-12

PACIFIC LIFE FUNDS

STATEMENT OF CASH FLOWS (1)

FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2014 (Unaudited)

	PL Inflation Managed Fund
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase in net assets from operations		$4,055,629
Adjustments to reconcile net increase in net assets from operations to net cash provided by operating activities: Purchases of long-term securities		(79,592,853	)
Proceeds from disposition of long-term securities		112,309,307
Proceeds from securities sold short		15,538,998
Purchases to cover securities sold short		(15,527,251	)
Purchases of short-term securities, net		(5,333,904	)
Increase in swap premiums		12,340
Increase in dividends and interest receivable		(101,588	)
Increase in receivable for securities sold		(7,325,365	)
Increase in receivable due from adviser		(775	)
Decrease in prepaid expenses and other assets		1,216
Decrease in variation margin		44,886
Increase in payable for securities purchased		1,758,214
Increase in payable for swap agreements		298
Increase in payable due to brokers		1,061,000
Decrease in accrued advisory fees		(9,623	)
Decrease in accrued administration fees		(3,609	)
Decrease in accrued support services expenses		(3,956	)
Decrease in accrued custodian fees and expenses		(2,450	)
Decrease in accrued transfer agency out-of-pocket expenses		(3,425	)
Decrease in accrued legal, audit and tax service fees		(5,295	)
Increase in accrued trustees’ fees and expenses and deferred compensation		130
Decrease in accrued other payables		(9,835	)
Change in net unrealized depreciation on investment securities		1,804,093
Change in net unrealized depreciation on swaps		483,350
Change in net unrealized depreciation on written options		85,310
Change in net unrealized appreciation on foreign currencies		(1,402,310	)
Net realized gain on investment securities		(753,556	)
Net realized gain on closed short positions		(11,747	)
Net realized loss on swaps		59,489
Net realized gain on written options		(165,031	)
Net realized gain on foreign currency		(784,224	)
Net amortization on investments		515,841
Net cash provided by operating activities		26,693,304
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shares sold		10,992,871
Payment of shares redeemed		(69,536,322	)
Increase in payable for sale-buyback financing transactions		31,452,211
Net cash used in financing activities		(27,091,240	)
NET DECREASE IN CASH AND FOREIGN CURRENCY		(397,936	)
CASH AND FOREIGN CURRENCY:
Beginning of Period		808,866
End of Period		$410,930

(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 amount 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 paid by the PL Inflation Managed Fund was $19,717.

See Notes to Financial Statements

B-13

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (1)

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

	Selected Per Share Data																						Ratios to Average Net  Assets			Supplemental Data
			Investment Operations									Distributions
For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (2)			Net Realized and Unrealized Gain (Loss)			Total			Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (3)	Expenses After Reductions (3), (4)	Net Investment Income (Loss) (3)	Total Returns (5)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
PL Floating Rate Loan Fund
4/1/2014 - 9/30/2014 (6)		$10.05		$0.18			($0.16	)		$0.02			$—			$—			$—			$10.07	1.02%	0.80%	3.52%		0.20	%		$128,707		18	%
4/1/2013 - 3/31/2014		10.24		0.38			(0.04	)		0.34			(0.38	)		(0.15	)		(0.53	)		10.05	1.02%	0.80%	3.73%		3.39	%		123,116		73	%
4/1/2012 - 3/31/2013		10.10		0.46			0.18			0.64			(0.47	)		(0.03	)		(0.50	)		10.24	1.03%	0.80%	4.45%		6.40	%		110,204		94	%
4/1/2011 - 3/31/2012		10.12		0.43			(0.06	)		0.37			(0.39	)		—			(0.39	)		10.10	1.04%	0.80%	4.33%		3.80	%		112,088		45	%
4/1/2010 - 3/31/2011		9.88		0.34			0.19			0.53			(0.29	)		—			(0.29	)		10.12	1.22%	0.90%	4.29%		5.51	%		86,066		92	%
4/1/2009 - 3/31/2010		8.18		0.45			1.70			2.15			(0.45	)		—			(0.45	)		9.88	1.54%	1.30%	4.78%		26.70	%		53,122		118	%
PL Inflation Managed Fund
4/1/2014 - 9/30/2014 (6)		$8.84		$0.17			($0.01	)		$0.16			$—			$—			$—			$9.00	0.65%	0.57%	3.73%		1.81	%		$131,010		42	%
4/1/2013 - 3/31/2014		9.73		0.07			(0.78	)		(0.71	)		(0.04	)		(0.14	)		(0.18	)		8.84	0.64%	0.56%	0.83%		(7.40	%)		185,765		36	%
4/1/2012 - 3/31/2013		10.79		0.21			0.52			0.73			(0.51	)		(1.28	)		(1.79	)		9.73	0.69%	0.58%	1.95%		6.79	%		164,281		111	%
4/1/2011 - 3/31/2012		10.53		0.31			0.85			1.16			(0.40	)		(0.50	)		(0.90	)		10.79	0.67%	0.56%	2.83%		11.11	%		287,956		372	%
4/1/2010 - 3/31/2011		10.10		0.24			0.61			0.85			(0.21	)		(0.21	)		(0.42	)		10.53	0.82%	0.64%	2.31%		8.56	%		229,356		323	%
4/1/2009 - 3/31/2010		9.59		0.29			0.62			0.91			(0.40	)		—			(0.40	)		10.10	1.21%	0.95%	2.90%		9.68	%		149,453		300	%
PL Managed Bond Fund
4/1/2014 - 9/30/2014 (6)		$10.76		$0.07			$0.17			$0.24			$—			$—			$—			$11.00	0.62%	0.55%	1.24%		2.23	%		$657,547		282	%
4/1/2013 - 3/31/2014		11.11		0.13			(0.27	)		(0.14	)		(0.15	)		(0.06	)		(0.21	)		10.76	0.63%	0.55%	1.16%		(1.22	%)		579,753		530	%
4/1/2012 - 3/31/2013		10.86		0.20			0.55			0.75			(0.35	)		(0.15	)		(0.50	)		11.11	0.66%	0.56%	1.75%		6.85	%		565,285		495	%
4/1/2011 - 3/31/2012		10.75		0.25			0.15			0.40			(0.29	)		—			(0.29	)		10.86	0.67%	0.55%	2.33%		4.02	%		486,215		519	%
4/1/2010 - 3/31/2011		10.75		0.24			0.43			0.67			(0.30	)		(0.37	)		(0.67	)		10.75	0.82%	0.63%	2.16%		6.31	%		378,982		502	%
4/1/2009 - 3/31/2010		9.70		0.30			1.48			1.78			(0.50	)		(0.23	)		(0.73	)		10.75	1.22%	0.95%	2.86%		18.68	%		235,957		352	%
PL Short Duration Bond Fund
4/1/2014 - 9/30/2014 (6)		$10.05		$0.06			($0.02	)		$0.04			$—			$—			$—			$10.09	0.64%	0.55%	1.19%		0.40	%		$247,788		26	%
4/1/2013 - 3/31/2014		10.12		0.10			(0.04	)		0.06			(0.13	)		—			(0.13	)		10.05	0.64%	0.55%	1.02%		0.64	%		229,189		43	%
4/1/2012 - 3/31/2013		10.07		0.11			0.08			0.19			(0.14	)		(0.00	)(7)		(0.14	)		10.12	0.65%	0.55%	1.08%		1.86	%		223,601		63	%
4/1/2011 - 3/31/2012		10.04		0.11			0.05			0.16			(0.12	)		(0.01	)		(0.13	)		10.07	0.68%	0.55%	1.14%		1.62	%		155,368		150	%
4/1/2010 - 3/31/2011		10.00		0.10			0.06			0.16			(0.08	)		(0.04	)		(0.12	)		10.04	0.81%	0.64%	1.00%		1.57	%		121,133		196	%
4/1/2009 - 3/31/2010		9.69		0.18			0.33			0.51			(0.20	)		—			(0.20	)		10.00	1.22%	0.95%	1.84%		5.27	%		75,674		167	%
PL Emerging Markets Debt Fund
4/1/2014 - 9/30/2014 (6)		$9.69		$0.26			($0.20	)		$0.06			$—			$—			$—			$9.75	1.05%	0.94%	5.15%		0.52	%		$164,119		53	%
4/1/2013 - 3/31/2014		10.53		0.47			(0.90	)		(0.43	)		(0.32	)		(0.09	)		(0.41	)		9.69	1.06%	0.94%	4.71%		(3.92	%)		130,516		116	%
6/29/2012 - 3/31/2013		10.00		0.37			0.46			0.83			(0.27	)		(0.03	)		(0.30	)		10.53	1.17%	0.94%	4.67%		8.24	%		85,846		61	%
PL Comstock Fund
4/1/2014 - 9/30/2014 (6)		$17.61		$0.11			$0.82			$0.93			$—			$—			$—			$18.54	0.96%	0.89%	1.19%		5.28	%		$267,130		10	%
4/1/2013 - 3/31/2014		14.40		0.25			3.11			3.36			(0.15	)		—			(0.15	)		17.61	0.97%	0.89%	1.53%		23.36	%		308,598		14	%
4/1/2012 - 3/31/2013		12.47		0.19			1.91			2.10			(0.17	)		—			(0.17	)		14.40	0.97%	0.89%	1.51%		16.96	%		261,671		35	%
4/1/2011 - 3/31/2012		12.13		0.17			0.32			0.49			(0.15	)		—			(0.15	)		12.47	0.99%	0.89%	1.47%		4.22	%		207,330		24	%
4/1/2010 - 3/31/2011		10.69		0.13			1.41			1.54			(0.10	)		—			(0.10	)		12.13	1.13%	0.99%	1.16%		14.55	%		166,465		31	%
4/1/2009 - 3/31/2010		6.95		0.09			3.74			3.83			(0.09	)		—			(0.09	)		10.69	1.51%	1.30%	0.93%		55.34	%		128,169		28	%
PL Growth Fund
4/1/2014 - 9/30/2014 (6)		$17.33		$0.02			$0.65			$0.67			$—			$—			$—			$18.00	0.76%	0.70%	0.20%		3.92	%		$133,264		18	%
4/1/2013 - 3/31/2014		13.93		0.03			3.47			3.50			(0.10	)		—			(0.10	)		17.33	0.79%	0.70%	0.20%		25.15	%		101,285		76	%
4/1/2012 - 3/31/2013		13.12		0.08			0.90			0.98			(0.17	)		—			(0.17	)		13.93	0.86%	0.70%	0.63%		7.53	%		48,611		72	%
4/1/2011 - 3/31/2012		12.42		0.06			0.71			0.77			(0.07	)		—			(0.07	)		13.12	0.85%	0.70%	0.54%		6.26	%		108,340		84	%
4/1/2010 - 3/31/2011		11.21		0.07			1.14			1.21			—			—			—			12.42	0.95%	0.79%	0.58%		10.79	%		115,576		83	%
4/1/2009 - 3/31/2010		7.74		0.02			3.60			3.62			(0.15	)		—			(0.15	)		11.21	1.37%	1.10%	0.19%		47.26	%		89,219		60	%
PL Large-Cap Growth Fund
4/1/2014 - 9/30/2014 (6)		$10.28		($—	)(7)		$0.52			$0.52			$—			$—			$—			$10.80	0.96%	0.86%	(0.07%)		5.06	%		$186,093		55	%
4/1/2013 - 3/31/2014		10.40		(0.01	)		2.41			2.40			(0.02	)		(2.50	)		(2.52	)		10.28	0.97%	0.84%	(0.06%)		23.58	%		172,613		163	%
4/1/2012 - 3/31/2013		10.30		0.03			0.70			0.73			—			(0.63	)		(0.63	)		10.40	0.99%	0.81%	0.31%		7.66	%		142,398		131	%
4/1/2011 - 3/31/2012		9.23		(0.02	)		1.25			1.23			—			(0.16	)		(0.16	)		10.30	1.00%	0.88%	(0.26%)		13.65	%		129,222		76	%
4/1/2010 - 3/31/2011		7.71		(0.01	)		1.53			1.52			—			—			—			9.23	1.12%	0.95%	(0.11%)		19.72	%		99,101		102	%
4/1/2009 - 3/31/2010		5.44		(0.03	)		2.30			2.27			—			—			—			7.71	1.59%	1.28%	(0.38%)		41.73	%		61,106		116	%

See Notes to Financial Statements See explanation of references if any, on page B-16

B-14

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (1) (Continued)

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

	Selected Per Share Data																						Ratios to Average Net  Assets			Supplemental Data
			Investment Operations									Distributions
For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (2)			Net Realized and Unrealized Gain (Loss)			Total			Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (3)	Expenses After Reductions (3), (4)	Net Investment Income (Loss) (3)	Total Returns (5)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
PL Large-Cap Value Fund
4/1/2014 - 9/30/2014 (6)		$16.71		$0.12			$0.71			$0.83			$—			$—			$—			$17.54	0.86%	0.80%	1.39%		4.97	%		$342,335		9	%
4/1/2013 - 3/31/2014		13.96		0.36			2.62			2.98			(0.23	)		—			(0.23	)		16.71	0.86%	0.80%	2.33%		21.41	%		380,372		13	%
4/1/2012 - 3/31/2013		12.31		0.23			1.66			1.89			(0.24	)		—			(0.24	)		13.96	0.87%	0.80%	1.80%		15.54	%		324,085		26	%
4/1/2011 - 3/31/2012		11.59		0.22			0.71			0.93			(0.21	)		—			(0.21	)		12.31	0.89%	0.80%	1.96%		8.21	%		262,917		20	%
4/1/2010 - 3/31/2011		10.42		0.16			1.15			1.31			(0.14	)		—			(0.14	)		11.59	1.01%	0.89%	1.56%		12.69	%		228,436		19	%
4/1/2009 - 3/31/2010		7.35		0.14			3.07			3.21			(0.14	)		—			(0.14	)		10.42	1.38%	1.20%	1.52%		43.79	%		162,312		16	%
PL Main Street Core Fund
4/1/2014 - 9/30/2014 (6)		$14.85		$0.08			$0.82			$0.90			$—			$—			$—			$15.75	0.66%	0.60%	1.06%		6.06	%		$252,767		17	%
4/1/2013 - 3/31/2014		12.20		0.13			2.65			2.78			(0.13	)		—			(0.13	)		14.85	0.67%	0.60%	0.99%		22.84	%		257,575		66	%
4/1/2012 - 3/31/2013		11.26		0.14			0.96			1.10			(0.16	)		—			(0.16	)		12.20	0.68%	0.60%	1.21%		9.93	%		212,428		60	%
4/1/2011 - 3/31/2012		10.13		0.10			1.11			1.21			(0.08	)		—			(0.08	)		11.26	0.70%	0.60%	1.00%		12.12	%		193,538		48	%
4/1/2010 - 3/31/2011		9.00		0.09			1.10			1.19			(0.06	)		—			(0.06	)		10.13	0.83%	0.70%	0.93%		13.28	%		157,890		58	%
4/1/2009 - 3/31/2010		6.11		0.07			2.89			2.96			(0.07	)		—			(0.07	)		9.00	1.23%	1.00%	0.89%		48.57	%		146,028		130	%
PL Mid-Cap Equity Fund
4/1/2014 - 9/30/2014 (6)		$12.84		$0.02			($0.04	)		($0.02	)		$—			$—			$—			$12.82	0.86%	0.80%	0.34%		(0.16	%)		$203,446		77	%
4/1/2013 - 3/31/2014		11.00		0.04			2.84			2.88			(0.06	)		(0.98	)		(1.04	)		12.84	0.87%	0.80%	0.36%		26.82	%		171,357		114	%
4/1/2012 - 3/31/2013		10.29		0.06			0.72			0.78			(0.07	)		—			(0.07	)		11.00	0.90%	0.80%	0.65%		7.63	%		138,416		191	%
4/1/2011 - 3/31/2012		10.46		0.05			(0.18	)		(0.13	)		(0.04	)		—			(0.04	)		10.29	0.89%	0.80%	0.51%		(1.17	%)		165,168		102	%
4/1/2010 - 3/31/2011		8.66		0.08			1.79			1.87			(0.07	)		—			(0.07	)		10.46	1.02%	0.89%	0.87%		21.70	%		135,755		87	%
4/1/2009 - 3/31/2010		5.33		0.03			3.34			3.37			(0.04	)		—			(0.04	)		8.66	1.41%	1.20%	0.44%		63.29	%		101,650		74	%
PL Mid-Cap Growth Fund
4/1/2014 - 9/30/2014 (6)		$8.17		$—	(7)		$0.06			$0.06			$—			$—			$—			$8.23	0.91%	0.80%	0.08%		0.73	%		$82,365		17	%
4/1/2013 - 3/31/2014		8.58		(0.01	)		1.93			1.92			(0.01	)		(2.32	)		(2.33	)		8.17	0.93%	0.83%	(0.09%)		23.39	%		90,804		135	%
4/1/2012 - 3/31/2013		8.87		0.05			(0.03	)		0.02			(0.02	)		(0.29	)		(0.31	)		8.58	1.00%	0.85%	0.60%		0.61	%		61,557		48	%
4/1/2011 - 3/31/2012		10.28		(0.02	)		(0.28	)		(0.30	)		(0.05	)		(1.06	)		(1.11	)		8.87	0.98%	0.85%	(0.21%)		(1.08	%)		73,586		27	%
4/1/2010 - 3/31/2011		8.41		0.02			2.83			2.85			(0.02	)		(0.96	)		(0.98	)		10.28	1.17%	0.95%	0.24%		35.16	%		64,476		44	%
4/1/2009 - 3/31/2010		4.98		(0.03	)		3.56			3.53			—			(0.10	)		(0.10	)		8.41	1.53%	1.25%	(0.42%)		70.89	%		54,994		32	%
PL Small-Cap Growth Fund
4/1/2014 - 9/30/2014 (6)		$15.54		($0.03	)		($0.90	)		($0.93	)		$—			$—			$—			$14.61	0.82%	0.75%	(0.46)%		(5.99	%)		$77,766		176	%
4/1/2013 - 3/31/2014		13.29		(0.04	)		2.67			2.63			(0.02	)		(0.36	)		(0.38	)		15.54	0.83%	0.75%	(0.28%)		19.90	%		59,921		84	%
4/1/2012 - 3/31/2013		11.86		0.03			1.40			1.43			—			—			—			13.29	0.90%	0.75%	0.21%		12.06	%		50,898		92	%
4/1/2011 - 3/31/2012		11.90		(0.03	)		(0.01	)		(0.04	)		—			—			—			11.86	0.93%	0.75%	(0.31%)		(0.34	%)		36,370		67	%
4/1/2010 - 3/31/2011		9.41		(0.06	)		2.55			2.49			—			—			—			11.90	1.11%	0.84%	(0.63%)		26.46	%		32,355		86	%
4/1/2009 - 3/31/2010		5.88		(0.06	)		3.59			3.53			—			—			—			9.41	1.56%	1.15%	(0.81%)		60.03	%		25,691		88	%
PL Small-Cap Value Fund
4/1/2014 - 9/30/2014 (6)		$13.55		$0.05			($0.70	)		($0.65	)		$—			$—			$—			$12.90	0.96%	0.90%	0.67%		(4.80	%)		$129,757		116	%
4/1/2013 - 3/31/2014		12.15		0.20			1.98			2.18			(0.16	)		(0.62	)		(0.78	)		13.55	0.97%	0.90%	1.52%		18.13	%		147,702		41	%
4/1/2012 - 3/31/2013		10.58		0.22			1.52			1.74			(0.17	)		—			(0.17	)		12.15	1.00%	0.90%	2.08%		16.72	%		125,647		38	%
4/1/2011 - 3/31/2012		10.60		0.16			(0.05	)		0.11			(0.13	)		—			(0.13	)		10.58	1.02%	0.90%	1.59%		1.19	%		86,152		21	%
4/1/2010 - 3/31/2011		8.57		0.16			1.98			2.14			(0.11	)		—			(0.11	)		10.60	1.13%	0.97%	1.71%		25.11	%		76,247		31	%
4/1/2009 - 3/31/2010		5.49		0.13			3.06			3.19			(0.11	)		—			(0.11	)		8.57	1.58%	1.30%	1.82%		58.28	%		38,173		32	%
PL Real Estate Fund
4/1/2014 - 9/30/2014 (6)		$14.19		$0.09			$0.48			$0.57			$—			$—			$—			$14.76	1.10%	1.05%	1.23%		4.02	%		$45,313		17	%
4/1/2013 - 3/31/2014		13.67		0.21			0.54			0.75			(0.23	)		—			(0.23	)		14.19	1.12%	1.05%	1.52%		5.61	%		73,828		18	%
4/1/2012 - 3/31/2013		12.59		0.17			1.08			1.25			(0.17	)		—			(0.17	)		13.67	1.16%	1.05%	1.35%		9.98	%		60,138		23	%
4/1/2011 - 3/31/2012		11.46		0.13			1.08			1.21			(0.08	)		—			(0.08	)		12.59	1.18%	1.05%	1.13%		10.62	%		52,679		24	%
4/1/2010 - 3/31/2011		9.24		0.08			2.23			2.31			(0.09	)		—			(0.09	)		11.46	1.34%	1.14%	0.77%		25.16	%		41,860		32	%
4/1/2009 - 3/31/2010		4.60		0.12			4.64			4.76			(0.12	)		—			(0.12	)		9.24	1.76%	1.45%	1.68%		104.32	%		36,352		27	%
PL Emerging Markets Fund
4/1/2014 - 9/30/2014 (6)		$14.75		$0.10			$0.50			$0.60			$—			$—			$—			$15.35	1.18%	0.95%	1.25%		4.07	%		$159,707		13	%
4/1/2013 - 3/31/2014		14.22		0.09			0.83			0.92			(0.10	)		(0.29	)		(0.39	)		14.75	1.27%	0.95%	0.59%		6.43	%		153,333		31	%
4/1/2012 - 3/31/2013		13.55		0.08			0.68			0.76			(0.09	)		—			(0.09	)		14.22	1.36%	0.95%	0.62%		5.60	%		110,810		40	%
4/1/2011 - 3/31/2012		14.68		0.14			(0.95	)		(0.81	)		(0.07	)		(0.25	)		(0.32	)		13.55	1.49%	0.95%	1.09%		(5.15	%)		85,483		30	%
4/1/2010 - 3/31/2011		12.19		0.11			2.64			2.75			(0.26	)		—			(0.26	)		14.68	1.56%	1.04%	0.80%		22.53	%		64,270		46	%
4/1/2009 - 3/31/2010		6.54		0.06			5.66			5.72			(0.07	)		—			(0.07	)		12.19	2.15%	1.35%	0.57%		87.45	%		47,714		55	%

See Notes to Financial Statements See explanation of references if any, on page B-16

B-15

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (1) (Continued)

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

	Selected Per Share Data																						Ratios to Average Net  Assets			Supplemental Data
			Investment Operations									Distributions
For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (2)			Net Realized and Unrealized Gain (Loss)			Total			Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (3)	Expenses After Reductions (3), (4)	Net Investment Income (Loss) (3)	Total Returns (5)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
PL International Large-Cap Fund
4/1/2014 - 9/30/2014 (6)		$18.46		$0.22			($0.43	)		($0.21	)		$—			$—			$—			$18.25	1.10%	1.00%	2.33%		(1.14	%)		$276,901		15	%
4/1/2013 - 3/31/2014		16.48		0.22			1.97			2.19			(0.21	)		—			(0.21	)		18.46	1.10%	1.00%	1.23%		13.28	%		240,522		14	%
4/1/2012 - 3/31/2013		15.12		0.23			1.40			1.63			(0.27	)		—			(0.27	)		16.48	1.13%	1.00%	1.55%		10.88	%		198,963		28	%
4/1/2011 - 3/31/2012		15.37		0.22			(0.30	)		(0.08	)		(0.17	)		—			(0.17	)		15.12	1.17%	1.00%	1.52%		(0.32	%)		203,944		24	%
4/1/2010 - 3/31/2011		13.83		0.16			1.52			1.68			(0.14	)		—			(0.14	)		15.37	1.30%	1.09%	1.16%		12.36	%		138,033		34	%
4/1/2009 - 3/31/2010		9.17		0.16			4.64			4.80			(0.14	)		—			(0.14	)		13.83	1.72%	1.40%	1.26%		52.64	%		108,002		25	%
PL International Value Fund
4/1/2014 - 9/30/2014 (6)		$10.33		$0.16			($0.55	)		($0.39	)		$—			$—			$—			$9.94	0.90%	0.80%	3.04%		(3.78	%)		$171,304		44	%
4/1/2013 - 3/31/2014		9.10		0.39			1.08			1.47			(0.24	)		—			(0.24	)		10.33	0.91%	0.80%	3.89%		16.15	%		176,541		54	%
4/1/2012 - 3/31/2013		8.62		0.20			0.51			0.71			(0.23	)		—			(0.23	)		9.10	0.94%	0.80%	2.30%		8.26	%		146,550		66	%
4/1/2011 - 3/31/2012		9.51		0.26			(0.89	)		(0.63	)		(0.26	)		—			(0.26	)		8.62	1.02%	0.80%	3.06%		(6.20	%)		111,119		63	%
4/1/2010 - 3/31/2011		9.19		0.18			0.35			0.53			(0.21	)		—			(0.21	)		9.51	1.14%	0.90%	2.01%		5.99	%		90,242		150	%
4/1/2009 - 3/31/2010		6.14		0.19			3.00			3.19			(0.14	)		—			(0.14	)		9.19	1.56%	1.20%	2.28%		52.10	%		86,284		60	%
PL Currency Strategies Fund
4/1/2014 - 9/30/2014 (6)		$9.41		($0.03	)		$0.68			$0.65			$—			$—			$—			$10.06	0.85%	0.85%	(0.70%)		6.91	%		$197,251		105	%
4/1/2013 - 3/31/2014		10.32		(0.07	)		(0.52	)		(0.59	)		(0.32	)		—			(0.32	)		9.41	0.89%	0.85%	(0.68%)		(5.98	%)		131,023		49	%
12/7/2012 - 3/31/2013		10.00		(0.02	)		0.34			0.32			—			—			—			10.32	0.94%	0.85%	(0.69%)		3.20	%		118,643		49	%
PL Global Absolute Return Fund
4/1/2014 - 9/30/2014 (6)		$9.69		$0.24			$0.22			$0.46			$—			$—			$—			$10.15	1.23%	1.11%	4.75%		4.75	%		$180,090		73	%
4/1/2013 - 3/31/2014		10.19		0.36			(0.65	)		(0.29	)		(0.20	)		(0.01	)		(0.21	)		9.69	1.36%	1.18%	3.64%		(2.80	%)		198,360		115	%
12/7/2012 - 3/31/2013		10.00		0.07			0.13			0.20			(0.01	)		—			(0.01	)		10.19	1.20%	1.06%	2.25%		1.96	%		171,925		38	%
PL Precious Metals Fund
4/1/2014 - 9/30/2014 (6)		$5.72		($0.01	)		($0.33	)		($0.34	)		$—			$—			$—			$5.38	0.98%	0.89%	(0.22%)		(5.94	%)		$37,925		23	%
4/1/2013 - 3/31/2014		8.22		0.02			(2.49	)		(2.47	)		(0.03	)		—			(0.03	)		5.72	0.99%	0.88%	0.30%		(29.98	%)		84,402		12	%
12/7/2012 - 3/31/2013		10.00		0.01			(1.79	)		(1.78	)		(0.00	)(7)		—			(0.00	)(7)		8.22	1.12%	0.88%	0.31%		(17.79	%)		65,951		3	%

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

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

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

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

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

(6) Unaudited.

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

See Notes to Financial Statements

B-16

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1. ORGANIZATION

The Pacific Life Funds (the “Trust”) is a Delaware statutory trust, which was formed on May 21, 2001, and is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as an open-end, management investment company. Pacific Life Fund Advisors LLC (“PLFA” or “Adviser”) serves as investment adviser to the Trust. As of September 30, 2014, the Trust was comprised of thirty-three separate funds, twenty-one of which are presented in these financial statements (each individually, a “Fund”, and collectively the “Funds”): PL Floating Rate Loan Fund, PL Inflation Managed Fund, PL Managed Bond Fund, PL Short Duration Bond Fund, PL Emerging Markets Debt Fund, PL Comstock Fund, PL Growth Fund, PL Large-Cap Growth Fund, PL Large-Cap Value Fund, PL Main Street^® Core Fund (Main Street is a registered trademark of OppenheimerFunds, Inc.), PL Mid-Cap Equity Fund, PL Mid-Cap Growth Fund, PL Small-Cap Growth Fund, PL Small-Cap Value Fund, PL Real Estate Fund, PL Emerging Markets Fund, PL International Large-Cap Fund, PL International Value Fund, PL Currency Strategies Fund, PL Global Absolute Return Fund, and PL Precious Metals Fund (collectively the “PL Underlying Funds”).

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

There is a separate semi-annual report containing the financial statements for the Portfolio Optimization Funds and the PL Diversified Alternatives Fund, which is available without charge. For information on how to obtain the semi-annual report for the Portfolio Optimization Funds and the PL Diversified Alternatives Fund, see the Where to Go for More Information section of this report on page D-8.

2. SIGNIFICANT ACCOUNTING POLICIES

The Funds are investment companies and, accordingly, follow the investment company accounting and reporting guidance under U.S. generally accepted accounting principles (“U.S. GAAP”). 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 increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Trust in the preparation of the financial statements.

A. INVESTMENT TRANSACTIONS AND INCOME

Investment transactions are recorded on a trade date basis. Securities purchased or sold on a when-issued or delayed-delivery basis as well as certain loan transactions and mortgage securities (such as Government National Mortgage Association (“GNMA”) securities) may be settled a month or more after the trade date. Dividend income is recorded on the ex-dividend date, except certain dividends from foreign securities, which are recorded as soon as a Fund is informed of the ex-dividend date or upon receipt of the dividend. A Fund’s estimated components of distributions received from real estate investment trusts may be considered income, return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Interest income, adjusted for amortization of premium and accretion of discount, is recorded daily on an accrual basis. Investment income is recorded net of foreign taxes withheld, if any. A Fund may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. A Fund will accrue such taxes and reclaims as applicable, based upon the current interpretation of tax rules and regulations that exist in the markets in which a Fund invests. Facility fees and other fees (such as origination fees) received from senior loans purchased (see Note 4) by a Fund are amortized over the expected term of each applicable senior loan. Commitment fees received by a Fund relating to unfunded senior loan commitments are amortized to income over the period of the commitment. Consent fees, which are compensation for agreeing to changes in the terms of debt instruments, are recorded as interest income when received. Realized gains and losses from investment transactions are recorded on the basis of identified cost, which is also used for Federal income tax purposes. Gains and losses realized on principal paydowns from mortgage-backed and asset-backed securities are recorded as interest income.

B. DISTRIBUTIONS TO SHAREHOLDERS

Each Fund presented in these financial statements 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, denominated 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.

C-1

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

D. ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES

Certain Trust expenses directly attributable to a particular Fund are charged to that Fund (such as Fund-specific transactional fees, proxies, liquidations, litigation, and organizational/start-up costs). Generally, other Trust expenses are allocated proportionately among all the Funds in relation to the net assets of each Fund.

E. OFFERING COSTS

A new Fund bears all costs (or the applicable pro-rata share if there is more than one new Fund) associated with the offering expenses of the Fund including legal, printing and support services (see Notes 6 and 7A). All such costs are amortized as an expense of the new Fund on a straight-line basis over twelve months from commencement of operations.

3. VALUATION AND FAIR VALUE MEASUREMENTS

A. VALUATION POLICY

The Trust’s Board of Trustees (the “Board”) has adopted a policy (“Valuation Policy”) for determining the value of the Trust’s investments each business day. Under the Valuation Policy, the Board has delegated certain functions to the Trustee Valuation Committee (“TVC”) and/or the Valuation Oversight Committee (“VOC”) or its delegate to determine the fair value of certain investments. Each valuation committee that values each Fund’s investments, which includes using third party pricing services, 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 presented in these financial statements is divided into shares. The price per share of a Fund’s shares is called the NAV. The NAV forms the basis for all transactions involving buying, selling, exchanging or reinvesting shares. Each Fund’s NAV is calculated by taking the total value of a Fund’s assets, subtracting a Fund’s liabilities, and dividing by the total number of shares outstanding.

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

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

Certain Funds may hold investments that are primarily listed on foreign exchanges. Because those investments trade on weekends and other 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 shares of those Funds.

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.

Short-Term Investments

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 the 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 does not normally take into account trading, clearances or settlements that take place after the NYSE close. Investments, for which no sales are reported, are generally valued at the mean between the most recent bid and ask prices obtained from approved pricing services, established market makers, or from broker-dealers.

Foreign Equity Investments

For foreign equity investments, the Trust generally uses the last reported sale price or official closing price from the principal foreign exchanges, 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 adjustments for market events. Quotations of foreign investments in foreign currencies and those valued using forward currency rates are converted into U.S. dollar equivalents using a foreign exchange quotation from an approved source.

C-2

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

Exchange Traded Futures, Options and Swaps

Exchange traded futures, options and swaps are generally valued using the settlement price determined by the relevant exchange. Exchange traded futures, options and swaps for which no settlement price is reported, are generally valued at the mean between the most recent bid and ask prices obtained from approved pricing services, established market makers, or from broker-dealers.

Over-the-Counter (“OTC”) Investments and Certain Equity Investments

OTC investments (including swaps and options) are generally valued by approved pricing services that use evaluated prices from various observable market and other factors. Certain OTC swap agreements are valued using reference instruments and industry pricing models 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 Debt Investments

Debt investments are generally valued using the mean between bid and ask prices provided by approved pricing and quotation services, which are based upon evaluated prices determined from various observable market and other factors. Certain debt investments are valued by using a benchmark, matrix, or other pricing methodologies approved pursuant to the Valuation Policy.

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, 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 TVC, or determined by the VOC or its delegate pursuant to the Valuation Policy and then subsequently submitted for approval or ratification to either the TVC, or the Board. Valuations determined by the TVC or the VOC or its delegate 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, the VOC determines the level in which each Fund’s investments are characterized. The VOC includes investment, legal and compliance members of the Trust’s Adviser, accounting members of the Trust’s Administrator (see Note 6), 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 the Trust’s investments are characterized within the three-tier hierarchy and the appropriateness of third party pricing sources. The VOC also periodically (at least annually) conducts back-testing of the value of various Level 2 and Level 3 investments to evaluate the effectiveness of the pricing methodologies including the unobservable inputs used to value those investments. Such back-testing includes comparing Level 2 and Level 3 investment values to subsequently available exchange-traded prices, transaction prices, and/or observable vendor prices. All changes to the Valuation Policy are reported to the Board on a quarterly basis with material changes, as determined by the Trust’s CCO, requiring approval by the Board.

The inputs or methodologies used for characterizing each Fund’s investments within the three-tier hierarchy are not necessarily an indication of the relative risks associated with investing in those investments. 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 September 30, 2014 as categorized under the three-tier hierarchy of inputs, and the reconciliation of Level 3 investments and information on transfers in and out of each level, if applicable, can be found in the Notes to Schedule of Investments section of each Fund’s Schedule of Investments.

C-3

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

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

Equity Securities (Common and Preferred Stock) and Mutual Funds

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

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

U.S. Treasury Obligations

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

Mortgage-Backed Securities and Asset-Backed Securities

Mortgage-backed securities, including government sponsored enterprises, are fair valued using pricing models based on inputs that include issuer type, coupon, and cash flows, mortgage prepayment projection tables and adjustable rate mortgage evaluations that incorporate index data, periodic and life caps, the next coupon reset date, and the convertibility of the bond. To the extent that these inputs are observable and timely, the fair values of mortgage-backed securities would be categorized as Level 2; otherwise the fair value would be categorized as Level 3.

Asset-backed securities and collateralized mortgage obligations are fair valued using pricing models based on a security’s average life volatility. The models also take into account tranche characteristics such as coupon average life, collateral types, ratings, the issuer and tranche type, underlying collateral and performance of the collateral, and discount margin for certain floating rate issues. To the extent that these inputs are observable and timely, the fair values of asset-backed securities and collateralized mortgage obligations would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Municipal Bonds

Municipal bonds are fair valued based on pricing models that take into account, among other factors, information received from market makers and broker-dealers, current trades, bid lists, offerings, market movements, the callability of the bond, state of issuance, benchmark yield curves, and bond insurance. To the extent that these inputs are observable and timely, the fair values of municipal bonds would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Foreign Government Bonds and Notes

Foreign government bonds and notes are fair valued based on discounted cash flow models that incorporate option adjusted spreads along with benchmark curves and credit spreads. In addition, international bond markets are monitored daily for information pertaining to the issuer and/or the specific issue. To the extent that these inputs are observable and timely, the fair values of foreign government bonds and notes would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

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

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

U.S. Government Agency Issues are reported at fair value using various inputs and techniques, which include broker-dealer quotations, live trading levels, recently executed transactions in securities of the issuer, issuer credit information, and option-adjusted spread models where 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.

C-4

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

Option Contracts

Exchange listed option contracts are traded on securities exchanges and are fair valued based on quoted prices from the applicable exchange, and to the extent valuation adjustments are not applied to exchange listed option 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 option contracts would be categorized as Level 2; otherwise the fair values would be categorized as Level 3. OTC option 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 option 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 are categorized as Level 2. 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 are categorized as Level 2. Credit default swaps traded over-the-counter are fair valued using pricing models that take into account, among other factors, information received from market makers and broker-dealers, default probabilities from index specific credit spread curves, recovery rates, and cash flows. To the extent that these inputs are observable and timely, the fair values of credit default swaps would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Total Return Swaps – Total return swaps that are actively traded and cleared on a securities exchange or swap execution facility are fair valued based on quoted prices from the applicable exchange and are categorized as Level 2. Total Return swaps traded over-the-counter are fair valued using pricing models that take into account among other factors, index spread curves, nominal values, modified duration values and cash flows. To the extent that these inputs are observable and timely, the fair values of total return swaps would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Senior Loan Notes

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

Short-Term Investments

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

Credit-Oriented Investments

For non-publicly traded instruments that represent debt to the Trust, the carrying amount approximates fair value due to the relatively short-term maturity of these financial instruments. 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. To the extent that these inputs are observable and timely, the fair values for credit-oriented investments are categorized as Level 2; otherwise the fair values would be categorized as Level 3.

4. INVESTMENTS AND RISKS

General Investment Risks

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

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markets, strategies, or investments. Future events may impact a Fund in unforeseen ways, leading a Fund to alter its existing strategies or, potentially, to liquidate and close.

Equity Investments

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

Debt Investments

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 debt investments. There is a risk that an issuer of a Fund’s 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. Debt investments may be affected by changes in interest rates. Debt investments with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt investments with shorter durations or floating or adjustable interest rates. The value of debt investments may fall when interest rates rise. Given the historically low interest rate environment in the U.S., risks associated with rising interest rates are heightened. Certain monetary policies enacted by the Federal Reserve (“Fed”) can have a significant impact on the financial markets and the Trust. The Fed’s tapering of its monetary stimulus quantitative easing (“QE”) program, by gradually winding down its bond purchases, may result in periods of dramatic market volatility and may negatively impact the value of debt securities. Additionally, new regulations applicable to and changing business practices of broker-dealers that make markets in debt investments may result in those broker-dealers restricting their market making activities for certain debt investments, which may reduce the liquidity and increase the volatility of such debt investments.

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.

Senior Loan Participations and Assignments

Certain Funds may invest in Senior Loans of domestic or foreign corporations, partnerships and other entities (“Borrowers”), the interest rates of which float or adjust periodically based upon a specified adjustment schedule, benchmark indicator, or prevailing interest rates. 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, London Interbank Offered Rates (“LIBOR”) or certificates of deposit rates. Senior Loans often require prepayments from excess cash flow or permit the Borrower to repay at its election. The degree to which Borrowers repay cannot be predicted with accuracy. As a result, the actual maturity may be substantially less than the stated maturities. Senior Loans are exempt from registration under the Securities Act of 1933, may contain certain restrictions on resale, and cannot be sold publicly. A Fund’s investments in Senior Loans may be in the form of participations in loans or assignments of all or a portion of loans from third parties.

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

When a Fund purchases a participation of a Senior Loan interest, the Fund typically enters into a contractual agreement with the lender or other third party selling the participation. A participation interest in Senior Loans includes the right to receive payments of principal, interest and any fees to which it is entitled from the lender and only upon receipt by the lender of payments from the Borrower, but not from the Borrower directly. When investing in a participation interest, if a Borrower is unable to meet its obligations under a loan agreement, a Fund generally has no right to enforce compliance with the terms of the loan agreement. As a result, the Fund assumes the credit risk of the Borrower, the selling participant, and any other persons that are interpositioned between the Fund and the Borrower. If the lead lender in a typical lending syndicate becomes insolvent, enters Federal Deposit Insurance Corporation (“FDIC”) receivership or, if not FDIC insured, enters into bankruptcy, the Fund may incur certain costs and delays in receiving payment or may suffer a loss of principal and/or interest. As of September 30, 2014, no participation interest in Senior Loans was held by any of the Funds presented in these financial statements.

Inflation-Indexed Bonds

Certain Funds may invest in inflation-indexed bonds. Inflation-indexed bonds are 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

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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 the Trust 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 debt and other mortgage-backed securities, the market value of IOs tends to move in the same direction as interest rates. As prepayments on the underlying mortgages of POs increase, the yields on POs increase. Payments received from IOs are recorded as interest income. Because principal will not be received at the maturity of an IO, adjustments are made to the book value of the security on the coupon date until maturity. These adjustments are included in interest income. Payments received from POs are treated as reductions to the cost and par value of the securities. Any excess principal paydown gains or losses associated with the payments received are recorded as interest income.

U.S. Government Agencies or Government-Sponsored Enterprises

Certain Funds may invest in U.S. Government agencies or government-sponsored enterprises. U.S. Government securities are obligations of and, in certain cases, guaranteed by, the U.S. Government, its agencies or instrumentalities. The U.S. Government does not guarantee the NAV of each Fund’s shares. Some U.S. Government securities, such as Treasury Bills, Treasury Notes, Treasury Bonds, and securities guaranteed by GNMA (or “Ginnie Mae”), are supported by the full faith and credit of the U.S. Government; others, such as those of the Federal Home Loan Bank, are supported by the right of the issuer to borrow from the U.S. Department of the Treasury (the “U.S. Treasury”); others, such as those of the Federal National Mortgage Association (“FNMA” or “Fannie Mae”), are supported by the discretionary authority of the U.S. Government to purchase the agency’s obligations. Securities not backed by the full faith and credit of the U.S. Government may be subject to a greater risk of default. U.S. Government securities may include zero coupon securities, which do not distribute interest on a current basis and tend to be subject to greater risk than interest-paying securities of similar maturities.

Government-related guarantors (i.e., not backed by the full faith and credit of the U.S. Government) include FNMA and the Federal Home Loan Mortgage Corporation (“FHLMC” or “Freddie Mac”). FNMA and FHLMC are government-sponsored corporations, the common stocks of which are 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

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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 be required to pledge a portion of its assets to the broker as collateral for the borrowed securities. The Fund may not be able to purchase a security that it needs to deliver to close out a short position at an acceptable price. This may result in losses and/or require the Fund to sell long positions before the manager had intended. A Fund may not be able to successfully implement its short sale strategy, which may limit its ability to achieve its investment goal, due to limited availability of desired or eligible securities, the cost of borrowing securities, regulatory changes limiting or barring short sales, or for other reasons. Securities sold in short sale transactions and the interest and dividends payable on such securities, if any, are recorded as a liability.

The use of proceeds received from selling short to purchase additional securities (long positions), results in leverage which may increase a Fund’s exposure to long positions. Leverage could magnify gains and losses and, therefore, increases a Fund’s volatility.

Repurchase Agreements

Certain Funds may enter into repurchase agreements with institutions that the Adviser or sub-adviser has determined are creditworthy. Under the terms of a typical repurchase agreement, a Fund takes possession of an underlying security (collateral) subject to an obligation of the seller to repurchase, and a Fund to resell, the security at an agreed upon price and time. Repurchase agreements permit a Fund to maintain liquidity and potentially earn income over periods of time that may be as short as overnight. The collateral for all repurchase agreements are held in safekeeping for the benefit of the Funds at the Trust’s custodian, or broker-dealer, or a designated sub-custodian under a tri-party repurchase agreement. All repurchase agreements entered into by a Fund are collateralized with cash or securities of a type that a Fund is permitted to hold. The collateral is evaluated daily to ensure its market value equals or exceeds the current market value of the repurchase agreements, including accrued interest, except in the case of a repurchase agreement entered into for the purposes of selling a security short, where the value of the collateral delivered to a Fund must equal or exceed 95% of the value of the repurchase price during the term of the repurchase agreement. The terms of a repurchase agreement entered into for the purposes of selling a security short may provide that the cash purchase price paid by a Fund is more than the value of the collateral received that it is obligated to return to the counterparty under the repurchase agreement. Since in such a transaction, a Fund normally will have used the collateral received to settle the short sale, a Fund will segregate liquid assets equal to the marked to market value of the collateral received that it is obligated to return to the counterparty under the repurchase agreement.

In the event of default on the obligation to repurchase a security held by a Fund as collateral, the Fund has the right to liquidate the security and apply the proceeds to the counterparty’s obligations to a Fund under the repurchase agreement. Upon an event of default under the repurchase agreement, if the seller defaults and the value of the collateral declines or if the seller enters an insolvency proceeding, realization of the collateral by the Fund may be delayed, limited or wholly denied.

Borrowings and Other Financing Transactions

The following disclosures contain information on a Fund’s ability to lend or borrow cash or securities to the extent permitted under the 1940 Act, which may be viewed as borrowing or financing transactions by a Fund. The location and fair value amounts of these instruments are described below. For a detailed description of credit and counterparty risks that can be associated with borrowings and other financing transactions see Note 5.

Reverse Repurchase Agreements – Certain Funds may enter into reverse repurchase agreements. In a reverse repurchase agreement, a Fund sells to a financial institution a security that it holds with an agreement to repurchase the same security at the agreed-upon price and date. Securities sold under reverse repurchase agreements are recorded as a liability. Interest payments made are recorded as a component of interest expense. In periods of increased demand for the security, a Fund may receive a fee for use of the security by the counterparty, which may result in interest income to the Fund. A reverse repurchase agreement involves the risk that the market value of the security sold by a Fund may decline below the repurchase price of the security. A Fund will segregate assets determined to be liquid by the fund manager or otherwise cover its obligations under reverse repurchase agreements.

Sale-Buybacks Financing Transactions – Certain Funds may enter into transactions referred to as sale-buybacks. A sale-buyback transaction consists of a sale of a security by a Fund to a financial institution, the counterparty, with a simultaneous agreement to repurchase the same or substantially the same security at an agreed-upon price and date. Such transactions are recorded as secured borrowings. A Fund is not entitled to receive principal and interest payments, if any, made on the security sold to the counterparty during the term of the agreement. The agreed-upon proceeds for 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

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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 fund manager. In each instance that segregation of collateral is required, it is done so in accordance with the 1940 Act and/or any interpretive guidance issued by the SEC. There is a possibility that a Fund could experience a delay in selling investments that are segregated as collateral.

5. DERIVATIVE INVESTMENTS AND RISKS, AND ENFORCEABLE MASTER NETTING ARRANGEMENTS

A. PRINCIPAL MARKET RISKS MANAGED BY INVESTING IN DERIVATIVES

Derivative instruments are investments whose values are tied to the value of an underlying security or asset, a group of assets, interest rates, exchange rates, currency or an index. Certain Funds are permitted to invest in derivative instruments, including, but not limited to, futures contracts, option contracts, forward foreign currency contracts and swap agreements. 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 debt securities. Interest rate risk is the risk that debt 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. In a low interest rate environment, the risks associated with rising interest rates are heightened. Debt securities with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt securities with shorter durations or money market instruments. Therefore, duration is a potentially useful tool to measure the sensitivity of a debt security’s yield (market price to interest rate movement). To manage these risks, certain Funds may invest in derivative instruments tied to interest rates.

Foreign investments and currency risk – A Fund may be exposed to foreign investments and/or currency risk through direct investment in securities or through options, futures or currency transactions. The prices of foreign securities that are denominated in foreign currencies are affected by the value of the U.S. dollar. With respect to securities denominated in foreign currencies, in general, as the value of the U.S. dollar rises, the U.S. dollar price of a foreign security will fall. As the value of the U.S. dollar falls, the U.S. dollar value of the foreign security will rise. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons. Foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, a lack of adequate and timely company information, differences in the way securities markets operate, relatively lower market liquidity, less stringent financial reporting and accounting guidance and controls, less secure foreign banks or securities depositories than those in the U.S., foreign taxation issues and foreign controls on investments. As a result, a Fund’s investments in foreign currency-denominated securities and other foreign investments may reduce the returns of the Fund. To manage these risks, certain Funds may invest in derivative instruments tied to foreign investments and/or currencies.

Price volatility risk – Derivatives tied to equity and debt securities are exposed to potential price volatility. Debt securities are affected by many factors, including prevailing interest rates, market conditions and market liquidity. Volatility of below investment grade debt securities (including loans) may be relatively greater than for investment grade debt 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 debt 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 debt 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 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

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due from counterparties and investments. Certain managers may attempt to minimize credit risks to a Fund by performing extensive reviews of each counterparty, entering into transactions with counterparties that the manager believes to be creditworthy at the time of the transaction and requiring the posting of collateral in applicable transactions. To manage these risks, certain Funds may invest in derivative instruments tied to a security issuers’ financial strength.

A Fund’s transactions in listed securities are settled/paid for upon delivery with their counterparties. Therefore, the risk of counterparty default for listed securities is considered minimal, as delivery of securities sold is only made once a Fund has received payment. Payment is made on a purchase once the securities have been delivered by the counterparty. The trade will fail if either party fails to meet its obligations.

Master Agreements and Netting Arrangements – Certain Funds are parties to various agreements, including but not limited to International Swaps and Derivatives Association Agreements and related Credit Support Annex, Master Repurchase Agreements, and Master Securities Forward Transactions Agreements (collectively “Master Agreements”), which govern the terms of certain transactions with select counterparties. These Master Agreements generally include provisions for general obligations, representations, agreements, collateral and certain events of default or termination. These Master Agreements also include provisions for netting arrangements that help reduce credit and counterparty risk associated with relevant transactions. The netting arrangements are generally tied to credit related events that if triggered, would cause an event of default or termination giving a Fund or counterparty the right to terminate early and cause settlement, on a net basis, of all transactions under the applicable Master Agreement. In the event of an early termination as a result of an event of default under the Master Agreement, the total value exposure of all transactions will be offset against collateral exchanged to date, which would result in a net receivable or payable that would be due from or to the counterparty. Credit related events include, but are not limited to, bankruptcy, failure to make timely payments, restructuring, obligation acceleration, obligation default, a material decline in net assets, decline in credit rating or repudiation/moratorium. Any election made by a counterparty to early terminate the transactions under a Master Agreement could have a material adverse impact on a Fund’s financial statements. A Fund’s overall exposure to credit risk, subject to netting arrangements can change substantially within a short period, as it is affected by each transaction subject to the arrangement.

Master Agreements can also help limit counterparty risk by specifying collateral posting arrangements at pre-arranged exposure levels. Under the Master Agreements, collateral is routinely transferred if the total net exposure to certain transactions under the relevant Master Agreement with a counterparty in a given Fund exceeds a specified threshold, net of collateral already in place, which typically ranges from $0 to $250,000 depending on the counterparty and the type of Master Agreement. Collateral under the Master Agreements is usually in the form of cash or U.S. Treasury Bills but could include other types of securities. The value of all derivative transactions outstanding under a Master Agreement is calculated daily to determine the amount of collateral to be received or pledged by the counterparty. Posting of collateral for OTC derivative transactions are covered under tri-party collateral agreements between the Trust, the Trust’s Custodian and each counterparty. Collateral for centrally cleared derivatives transactions are posted with the applicable derivatives clearing organization.

B. DERIVATIVE INVESTMENTS AND ENFORCEABLE MASTER NETTING ARRANGEMENTS

In addition to managing the market risks described above, certain Funds, if permitted by their investment objectives, may also invest in derivatives for purposes of hedging, duration management, to gain exposure to specific investment opportunities, as a substitute for securities, to enhance returns, or to otherwise help achieve a Fund’s investment goal. Each derivative instrument and the reasons a Fund invested in derivatives during the reporting period are discussed in further detail below.

Futures Contracts – A futures contract is a commitment to buy or sell a specific amount of a financial instrument or commodity at a negotiated price on a specified future date. Futures contracts are subject to the possibility of illiquid markets, and the possibility of an imperfect correlation between the value of the instruments and the underlying securities. Initial margin deposits are made upon entering into futures contracts and can be funded with either cash or securities. During the period a futures contract is open, changes in the value of the contract are recognized as unrealized appreciation or depreciation by marking-to-market on a daily basis to reflect the market value of the contract at the end of each day’s trading. Variation margin receivables or payables represent the difference between the change in unrealized appreciation and depreciation on the open contracts and the cash deposits made on the margin accounts. When the contract is closed, a Fund records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Fund’s cost of the contract. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

During the reporting period, the Funds entered into futures contracts for the following reasons: The PL Inflation Managed and Managed Bond Funds used futures contracts to manage interest rate exposure, as a substitute for cash bond exposure, and for purposes of liquidity. The PL Managed Bond Fund also used futures contracts to manage duration and currency exposure. The PL Short Duration Bond Fund entered into interest rate futures to manage duration. The PL Small-Cap Value Fund entered into futures contracts to maintain full exposure to the equity markets. The PL International Large-Cap Fund entered into futures contracts to gain market exposure with the cash generated during PLFA’s reallocation of assets related to the Portfolio Optimization Funds. The PL Global Absolute Return Fund entered into futures contracts to manage duration and interest rate risk, to maintain full exposure to the equity markets, to manage exposure to various securities markets, to provide daily liquidity for the Fund’s inflows and outflows, and as a part of the Fund’s investment strategy.

Option Contracts – An option 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 option 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

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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 option 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 option 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 wrote options and swaptions on futures, currencies and swaps, as a means of capitalizing on anticipated changes in market volatility and to generate income. Both Funds wrote inflation caps and floors to hedge duration. The PL Inflation Managed Fund also purchased swaptions on swaps as a substitute for cash bond exposure and for purposes of liquidity. The PL Managed Bond Fund also purchased swaptions on futures as a substitute for cash bond exposure and for purposes of liquidity. The PL Managed Bond Fund also purchased and wrote options to manage the market risk of the Fund’s cash bond exposure. The PL Mid-Cap Growth Fund purchased and wrote options to establish, increase or gain exposure to an underlying security and to hedge market risk on equity investments. The PL Global Absolute Return Fund purchased and wrote options for purposes of risk management to protect gains and to facilitate buying and selling of securities for investment.

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 investments, to hedge the currency exposure associated with some or all of the Fund’s investments or as part of these Funds’ investment strategy. The PL Short Duration Bond Fund entered into Forward Contracts to manage duration. The PL Emerging Markets Debt Fund entered into Forward Contracts to gain exposure to various markets, for hedging purposes to help protect the Fund’s returns against adverse currency movements, and as a part of the Fund’s investment strategy. The PL Comstock Fund entered into Forward Contracts for risk management purposes to mitigate currency risk and isolate securities selection as the primary driver of performance. The PL Large-Cap Growth Fund entered into Forward Contracts to hedge against a specific security or investment, and to establish or hedge exposure away from foreign currencies. The PL International Value Fund entered into Forward Contracts for risk management purposes to manage currency deviations relative to the benchmark. The PL Currency Strategies Fund purchased and 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. The PL Global Absolute Return Fund entered into Forward Contracts to hedge against currency exposure associated with the Fund’s investments, to shift foreign currency exposure back to U.S. dollars, to shift investment exposure from one currency to another, to increase returns, and as a substitute for securities.

Swap Agreements – Swap agreements are bilaterally negotiated agreements between the Funds and their counterparties to exchange cash flows, assets, foreign currencies or market-linked returns at specified intervals. Swap agreements are privately negotiated in the OTC market or may be executed in a multilateral or other execution 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. OTC swap 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 realized gain or loss when the swap is closed. A liquidation payment

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(Unaudited)

received or made at the termination of the swap is recorded as realized gain or loss. Net periodic payments received by a Fund are recorded as realized gain.

Interest Rate Swaps – Interest rate swap agreements involve the exchange by a Fund with another party of their respective commitments to pay or receive interest with respect to the notional amount of principal. Certain forms of interest rate swap agreements may include: (i) interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or “cap”, (ii) interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified rate, or “floor”, (iii) interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels, (iv) callable interest rate swaps, under which the counterparty may terminate the swap transaction in whole at zero cost by a predetermined date and time prior to the maturity date, (v) spreadlocks, which allow the interest rate swap users to lock in the forward differential (or spread) between the interest rate swap rate and a specified benchmark, or (vi) basis swaps, under which two parties can exchange variable interest rates based on different money markets.

Certain Funds hold fixed rate bonds whose value may decrease if interest rates rise. To help hedge against this risk and to maintain the ability to generate income at prevailing market rates, certain Funds enter into interest rate swap agreements.

A Fund investing in interest rate swaps is subject to the risk that there is no liquid market for these agreements, that the counterparties may default on their obligations to perform or disagree as to the meaning of the contractual terms in the agreements, or that there may be unfavorable changes in interest rates. A Fund’s maximum risk of loss from counterparty credit risk related to interest rate swaps is the discounted net value of the cash flows to be received from/paid to the counterparty over the contract’s remaining life, to the extent that the amount is positive. The risk may be mitigated to some extent if a master netting arrangement between a Fund and the counterparty is in place and to the extent a Fund obtains collateral to cover the Fund’s exposure to the counterparty.

Cross-currency swaps are interest rate swaps in which interest cash flows are exchanged between two parties based on the notional amounts of two different currencies. The notional amounts are typically determined based on the spot exchange rates at the inception of the trade. Cross-currency swaps also involve the exchange of the notional amounts at the start of the contract at the current spot rate with an agreement to re-exchange such amounts at a later date at either the same exchange rate, a specified rate or the then current spot rate. The entire principal value of a cross-currency swap is subject to the risk that the counterparty to the swap will default on its contractual delivery obligations.

During the reporting period, the Funds entered into interest rate swaps for the following reasons: The PL Inflation Managed and PL Managed Bond Funds entered into interest rate swaps to manage nominal or real interest rate risk in various global markets, and as a substitute for cash bond exposure. The PL Emerging Markets Debt Fund entered into interest rate swaps for hedging purposes, to gain exposure to the various markets, and as part of the Fund’s investment strategy. The PL Global Absolute Return Fund entered into interest rate swaps for hedging purposes to manage interest rate risk, to gain or mitigate currency exposure and exposure to various securities markets, and to increase returns.

Credit Default Swaps – Credit default swap agreements involve one party making a stream of payments (referred to as the buyer of protection) to another party (the seller of protection) in exchange for the right to receive a specified return in the event of a default or other credit event for the referenced entity, obligation or index. As a seller of protection, a Fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided there is no credit event. As the seller, a Fund would effectively add leverage to its Fund because, in addition to its total net assets, a Fund would be subject to investment exposure on the notional amount of the swap.

A Fund investing in credit default swaps is subject to the risk that there is no liquid market for these agreements, that the counterparties may default on their obligations to perform or disagree as to the meaning of the contractual terms in the agreements, or that there may be unfavorable changes in interest rates.

If a Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, a Fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. If a Fund is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, a Fund will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. Recovery values are assumed by market makers considering either industry standard recovery rates or entity specific factors and considerations until a credit event occurs. If a credit event has occurred, the recovery value is determined by a facilitated auction whereby a minimum number of allowable broker bids, together with a specified valuation method, are used to calculate the settlement value.

Credit default swap agreements on corporate issues, sovereign issues of an emerging country or U.S. Treasury obligation issues involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a default or other credit event. If a credit event occurs and cash settlement is not elected, a variety of other deliverable obligations may be delivered in lieu of the specific referenced obligation. The ability to deliver other obligations may result in a cheapest-to-deliver option (the buyer of protection’s right to choose the deliverable obligation with the lowest value following a credit event). A Fund may use credit default swaps on corporate issues, sovereign issues of an emerging country or U.S. Treasury obligation issues to provide a measure of protection against defaults of the issuers

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(Unaudited)

(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 agreements is also disclosed in the Notes to Schedules of Investments. The maximum potential amount of future payments (undiscounted) that a Fund as a seller of protection could be required to make under a credit default swap agreement is an amount equal to the notional amount of the agreement. Notional amounts of all credit default swap agreements outstanding as of September 30, 2014 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 entered into credit default swaps on credit indices to increase exposure to the credit risk of individual securities or to the broader investment grade, high yield, or emerging market sectors. The PL Managed Bond Fund also entered into credit default swaps on credit indices to reduce credit exposure to individual issuers, reduce broader credit risk, and to take advantage of the basis between the credit default swap and the cash bond market. The PL Global Absolute Return Fund entered into credit default swaps to hedge exposure to the Fund’s investments, to increase or decrease credit exposure to various indices, individual issuers and securities or groups of securities, and to increase returns.

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(Unaudited)

Total Return Swaps – A Fund investing in total return swaps is subject to the risk that there is no liquid market for these agreements, that the counterparties may default on their obligations to perform or that there may be unfavorable changes in the value of the underlying index or reference instrument (generally caused by changes in interest rates or declines in credit quality). A total return swap agreement is one in which one party makes payments based on a set rate, either fixed or variable, while the other party makes payments based on the return of an underlying index or reference instrument, which includes both the income it generates and any capital gains. To the extent the total return of the index or reference instrument underlying the transaction exceeds or falls short of the offsetting interest rate obligation, a Fund will receive a payment from or make a payment to the counterparty. A Fund’s maximum risk of loss from counterparty credit risk related to total return swaps is the discounted net value of the cash flows to be received from or paid to the counterparty over the contract’s remaining life, to the extent that the amount is positive. The risk may be mitigated to some extent if a master netting arrangement between a Fund and the counterparty is in place and to the extent a Fund obtains collateral to cover a Fund’s exposure to the counterparty.

A Fund may enter into fully funded total return swaps which involves one party making an initial payment equal to the estimated value of the reference instrument. The parties to the swap then exchange respective commitments to pay or receive a net amount based on the change in the fair value of a reference instrument and a specified notional amount.

During the reporting period, the Funds entered into total return swaps for the following reasons: The PL Emerging Markets Debt Fund entered into total return swaps for hedging purposes, to gain exposure to the various markets, and as part of the Fund’s investment strategy. The PL Global Absolute Return Fund entered into total return swaps to gain currency exposure in various markets, to increase or decrease credit exposure to various indices, individual issuers and securities or groups of securities, and to increase returns.

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
Credit contracts	Investments, at value	Outstanding options written, at value
Equity contracts	Receivable: Variation margin	Payable: Variation margin
Interest rate contracts	Swap agreements, at value	Swap agreements, 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
	Swap agreements, at value	Swap agreements, at value

The following is a summary of fair values of derivative investments disclosed in the Trust’s Statements of Assets and Liabilities, categorized by primary risk exposure as of September 30, 2014:

	Asset Derivative Investments Value
Fund	Total Value at September 30, 2014		Credit Contracts			Equity Contracts			Foreign Currency Contracts			Interest Rate Contracts
PL Inflation Managed		$2,732,090		$147,867	*		$—			$2,176,233			$407,990	*
PL Managed Bond		7,354,478		1,555,512	*		—			4,743,727	*		1,055,239	*
PL Short Duration Bond		22,512		—			—			22,512			—
PL Emerging Markets Debt		5,347,983		—			—			2,123,244			3,224,739
PL Comstock		450,558		—			—			450,558			—
PL Large-Cap Growth		44,002		—			—			44,002			—
PL International Value		2,304,242		—			—			2,304,242			—
PL Currency Strategies		10,537,665		—			—			10,537,665			—
PL Global Absolute Return		18,338,258		3,882,006			660,551	*		12,128,158			1,667,543	*

	Liability Derivative Investments Value
Fund	Total Value at September 30, 2014			Credit Contracts			Equity Contracts			Foreign Currency Contracts			Interest Rate Contracts
PL Inflation Managed		($2,204,601	)		($78,347	)*		$—			($843,091	)		($1,283,163	)*
PL Managed Bond		(3,659,519	)		(794,482	)		—			(706,637	)		(2,158,400	)*
PL Short Duration Bond		(16,423	)		—			—			(16,423	)		—
PL Emerging Markets Debt		(2,167,843	)		—			—			(2,101,601	)		(66,242	)
PL Mid-Cap Growth		(3,422	)		—			(3,422	)*		—			—
PL International Value		(2,510,571	)		—			—			(2,510,571	)		—
PL Currency Strategies		(8,802,990	)		—			—			(8,802,990	)		—
PL Global Absolute Return		(6,651,807	)		(1,178,101	)		(94,533	)		(4,044,735	)		(1,334,438	)*

* Includes cumulative appreciation (depreciation) of futures contracts and centrally cleared options and swaps as reported in the Notes to Schedules of Investments. Only current day’s variation margin is reported within the Statements of Assets and Liabilities.

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(Unaudited)

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
Credit contracts	Net realized gain (loss) on investment security transactions
Equity contracts	Net realized gain (loss) on futures contract transactions
Interest rate contracts	Net realized gain (loss) on 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
	Change in net unrealized appreciation (depreciation) on 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 contract transactions
	Net realized gain (loss) on 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
	Change in net unrealized appreciation (depreciation) on swaps
	Change in net unrealized appreciation (depreciation) on written options
	Change in net unrealized appreciation (depreciation) on foreign currencies

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 Trust’s Statements of Operations categorized by primary risk exposure for the six-month period ended September 30, 2014:

	Realized Gain (Loss) on Derivative Investments Recognized in the Statements of Operations
Fund	Total			Credit Contracts			Equity Contracts			Foreign Currency Contracts			Interest Rate Contracts
PL Inflation Managed		$1,148,875			$89,881			$—			$1,306,995			($248,001	)
PL Managed Bond		8,763,303			985,837			—			3,806,794			3,970,672
PL Short Duration Bond		5,178			—			—			5,497			(319	)
PL Emerging Markets Debt		571,445			—			—			499,555			71,890
PL Comstock		1,009,331			—			—			1,009,331			—
PL Large-Cap Growth		(19,422	)		—			—			(19,422	)		—
PL Mid-Cap Growth		(107,479	)		—			(107,479	)		—			—
PL Small-Cap Value		(26,950	)		—			(26,950	)		—			—
PL International Large-Cap		2,378			—			2,378			—			—
PL International Value		819,478			—			—			819,478			—
PL Currency Strategies		11,428,642			—			—			11,428,642			—
PL Global Absolute Return		212,099			(734,889	)		720,053			1,093,810			(866,875	)

	Change in Net Unrealized Appreciation (Depreciation) on Derivative Investments Recognized in the Statements of Operations
Fund	Total			Credit Contracts			Equity Contracts			Foreign Currency Contracts			Interest Rate Contracts
PL Inflation Managed		$933,740			$62,400			$—			$1,368,072			($496,732	)
PL Managed Bond		2,673,614			(190,145	)		—			3,727,931			(864,172	)
PL Short Duration Bond		592			—			—			6,089			(5,497	)
PL Emerging Markets Debt		(385,980	)		—			—			(194,058	)		(191,922	)
PL Comstock		601,123			—			—			601,123			—
PL Large-Cap Growth		15,107			—			—			15,107			—
PL Mid-Cap Growth		(4,165	)		—			(4,165	)		—			—
PL International Value		(843,928	)		—			—			(843,928	)		—
PL Currency Strategies		6,902,206			—			—			6,902,206			—
PL Global Absolute Return		6,195,294			(231,900	)		221,223			6,588,042			(382,071	)

For financial reporting purposes, the Trust does not offset fair value amounts recognized for derivative instruments and fair value amounts recognized for the right to reclaim cash collateral (receivables) or the obligation to return cash collateral (payables) arising from derivative instruments recognized at fair value executed with the same counterparty under a master netting arrangement. The derivative investments held as of September 30, 2014 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 for the six-month period ended September 30, 2014.

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(Unaudited)

The following is a summary of financial and derivative instruments that are subject to enforceable master netting agreements (or similar arrangements) and collateral received and pledged in connection with the master netting agreements (or similar arrangements) as of September 30, 2014:

	Gross Amounts Presented in the Statements of Assets and Liabilities		Gross Amounts Not Offset in Statements of Assets and Liabilities						Gross Amounts Presented in the Statements of Assets and Liabilities			Gross Amounts Not Offset in Statements of Assets and Liabilities
Description			Financial Instruments		Collateral Received		Net Amount					Financial Instruments			Collateral Pledged			Net Amount
		Assets											Liabilities
PL Inflation Managed
Swaps		$107,446		$107,446		$—		$—		($808,999	)		($107,446	)		$—			($701,553	)
Options		3		3		—		—		(58,080	)		(3	)		—			(58,077	)
Forward foreign currency contracts		2,176,233		569,283		1,090,000		516,950		(805,066	)		(569,283	)		—			(235,783	)
Sale-buyback financing transactions										(52,021,098	)		(51,830,995	)		—			(190,103	)
PL Managed Bond
Swaps		969,335		431,774		443,626		93,935		(843,871	)		(431,774	)		—			(412,097	)
Options		—		—		—		—		(343,446	)		—			—			(343,446	)
Forward foreign currency contracts		4,533,561		307,416		3,487,652		738,493		(698,254	)		(307,416	)		—			(390,838	)
PL Short Duration Bond
Forward foreign currency contracts		22,512		16,423		—		6,089		(16,423	)		(16,423	)		—			—
PL Emerging Markets Debt
Swaps		3,224,739		46,103		—		3,178,636		(66,242	)		(46,103	)		—			(20,139	)
Forward foreign currency contracts		2,123,244		1,774,279		—		348,965		(2,101,601	)		(1,774,279	)		(36	)		(327,286	)
PL Comstock
Forward foreign currency contracts		450,558		—		—		450,558		—			—			—			—
PL Large-Cap Growth
Forward foreign currency contracts		44,002		—		—		44,002		—			—			—			—
PL International Value
Forward foreign currency contracts		2,304,242		582,325		—		1,721,917		(2,510,571	)		(582,325	)		—			(1,928,246	)
PL Currency Strategies
Forward foreign currency contracts		10,537,665		5,732,076		3,473,213		1,332,376		(8,802,990	)		(5,732,076	)		(1,638,413	)		(1,432,501	)
PL Global Absolute Return
Swaps		7,841,703		1,775,338		5,353,015		713,350		(1,806,558	)		(1,775,338	)		—			(31,220	)
Options		2,763,353		1,375,959		1,224,249		163,145		(1,375,959	)		(1,375,959	)		—			—
Forward foreign currency contracts		7,095,852		2,581,664		3,983,360		530,828		(2,668,776	)		(2,581,664	)		—			(87,112	)

As of September 30, 2014, certain Funds had investments in repurchase agreements. The gross value and related collateral received for these investments are presented in each applicable Fund’s Schedule of Investments and the value of these investments is also presented in the Statements of Assets and Liabilities. The value of the related collateral held by each applicable Fund presented in these financial statements, except for the PL Global Absolute Return Fund, exceeded the value of the repurchase agreements as of September 30, 2014. For the PL Global Absolute Return Fund (see page A-80), the value of the related collateral (State of Qatar) of $275,463 held by the Fund for one of the repurchase agreements (Barclays PLC), which was entered into by the Fund for the purpose of selling a security short, exceeded 95% of the value of the repurchase price of the repurchase agreement ($276,005) as of September 30, 2014. As discussed in Note 4 on page C-8, in the case of a repurchase agreement entered into by a Fund for the purposes of selling a security short, the value of the collateral delivered to a Fund must be equal to or exceed 95% of the value of the repurchase price during the term of the repurchase agreement.

C-16

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

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 investment management firms to sub-advise each Fund, as discussed later in this section. PLFA receives investment 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 Growth (1)	0.75%	PL Real Estate	0.90%
PL Inflation Managed	0.40%	PL Large-Cap Value	0.65%	PL Emerging Markets	0.80%
PL Managed Bond	0.40%	PL Main Street Core	0.45%	PL International Large-Cap	0.85%
PL Short Duration Bond	0.40%	PL Mid-Cap Equity	0.65%	PL International Value	0.65%
PL Emerging Markets Debt	0.785%	PL Mid-Cap Growth (1)	0.70%	PL Currency Strategies	0.65%
PL Comstock (1)	0.75%	PL Small-Cap Growth	0.60%	PL Global Absolute Return	0.80%
PL Growth	0.55%	PL Small-Cap Value	0.75%	PL Precious Metals (1)	0.75%

(1) PLFA agreed to waive 0.10%, 0.015%, 0.045%, 0.05% and 0.07% of its advisory fee through July 31, 2015 for the PL Floating Rate Loan, PL Comstock, PL Large-Cap Growth, PL Mid-Cap Growth and PL Precious Metals Funds, respectively. The agreement will terminate if the investment advisory agreement is terminated or upon approval by the Board and prior written notice to the Adviser. There is no guarantee that PLFA will continue such waivers after that date.

Pursuant to Fund Management Agreements, as of September 30, 2014, the Trust and PLFA engage various investment management firms under PLFA’s supervision for the PL Underlying Funds. As of September 30, 2014, the following firms serve as sub-advisers for their respective Fund(s): Eaton Vance Investment Managers for the PL Floating Rate Loan and PL Global Absolute Return Funds; Pacific Investment Management Company LLC for the PL Inflation Managed Fund; Pacific Investment Management Company LLC and Western Asset Management Company LLC (co-sub-advisers) for the PL Managed Bond Fund; T. Rowe Price Associates, Inc. for the PL Short Duration Bond Fund; Ashmore Investment Management Limited for the PL Emerging Markets Debt Fund; Invesco Advisers, Inc. for the PL Comstock Fund; MFS Investment Management for the PL Growth and PL International Large-Cap Funds; BlackRock Investment Management, LLC for the PL Large-Cap Growth Fund; ClearBridge Investments, 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; Ivy Investment Management Company for the PL Mid-Cap Growth Fund; Lord, Abbett & Co. LLC for the PL Small-Cap Growth Fund; AllianceBernstein L.P. for the PL Small-Cap Value Fund; Morgan Stanley Investment Management Inc. for the PL Real Estate Fund, J.P. Morgan Investment Management Inc. for the PL International Value Fund; Macro Currency Group and UBS Global Asset Management (Americas) Inc. (co-sub-advisers) for the PL Currency Strategies Fund; and Wells Capital Management Incorporated for the PL Precious Metals Fund. PLFA, as Adviser to the Trust, pays the related management fees to these sub-advisers as compensation for their sub-advisory services provided to their respective Fund.

Pursuant to an Administration and Shareholder Services Agreement (the “Administration Agreement”), Pacific Life serves as administrator (the “Administrator”) to the Trust. The Trust paid the Administrator an administration fee at an annual rate of 0.15% for each of the PL Underlying Funds. The administration fee is for procuring or providing administrative, transfer agency, and shareholder services. In addition, Pacific Life and PLFA provide support services to the Trust that are outside the scope of the Administrator’s and Adviser’s responsibilities under the Administration Agreement and Investment Advisory Agreement. Under the Support Services Agreement, the Trust compensates 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 reimburses 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 presented in these financial statements are not subject to a distribution and/or service fee.

7. TRANSACTIONS WITH AFFILIATES

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

The Adviser, the Distributor 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, and expenses for support services recovered by PLFA and Pacific Life (see Note 6) from each Fund presented in these financial statements for the six-month period ended September 30, 2014 are presented in the Statements of Operations. The amounts of each of these fees that remained payable as of September 30, 2014 are presented in the Statements of Assets and Liabilities.

C-17

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

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 presented in these financial statements 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, PL Global Absolute Return and PL Precious Metals Funds, is 0.15% through July 31, 2015 and 0.30% thereafter through July 31, 2022. The expense cap for the PL Currency Strategies, PL Global Absolute Return and PL Precious Metals Funds was 0.20% through July 31, 2014 and is currently 0.25% through July 31, 2015. There is no guarantee that PLFA will continue to cap expenses upon the expiration of the applicable expense limitation agreements.

Any expense reimbursements are subject to recoupment by 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 took place), to the extent that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement. Any amounts repaid to PLFA will have the effect of increasing such expenses of the Fund, but not above the current expense cap. There was no recoupment of expense reimbursement by PLFA from any Funds presented in these financial statements during the six-month period ended September 30, 2014.

The Adviser expense reimbursement and the advisory fee waiver, if any, of each of the applicable Funds presented in these financial statements for the six-month period ended September 30, 2014 are presented in the Statements of Operations. Any amounts that remained due from the Adviser as of September 30, 2014 are presented in the Statements of Assets and Liabilities.

The cumulative expense reimbursement amounts, if any, as of September 30, 2014 that are subject to recoupment by PLFA from each Fund presented in these financial statements are as follows:

	Expiration Date
Fund	3/31/2015		3/31/2016		3/31/2017		3/31/2018
PL Floating Rate Loan		$131,663		$138,319		$145,911		$76,429
PL Inflation Managed		295,942		210,150		147,422		70,585
PL Managed Bond		506,074		511,150		474,658		216,467
PL Short Duration Bond		168,516		200,776		214,263		101,256
PL Emerging Markets Debt				149,277		136,611		85,578
PL Comstock		167,205		179,416		188,193		89,196
PL Growth		163,768		95,666		66,117		33,109
PL Large-Cap Growth		106,391		120,927		108,743		57,182
PL Large-Cap Value		206,530		217,662		225,998		108,252
PL Main Street Core		160,866		167,926		158,976		74,194
PL Mid-Cap Equity		136,380		137,581		101,037		50,629
PL Mid-Cap Growth		83,455		95,060		60,241		27,642
PL Small-Cap Growth		59,708		63,952		45,628		21,599
PL Small-Cap Value		93,513		101,068		99,142		46,252
PL Real Estate		59,572		60,947		42,886		20,791
PL Emerging Markets		388,707		408,692		425,076		187,920
PL International Large-Cap		289,591		257,028		225,808		117,190
PL International Value		213,243		187,506		180,640		90,691
PL Currency Strategies				31,042		49,987		4,342
PL Global Absolute Return				68,978		319,375		116,300
PL Precious Metals				33,601		33,735		5,903
Total		$3,231,124		$3,436,724		$3,450,447		$1,601,507

C. INDEPENDENT TRUSTEES

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

Each independent trustee of the Board is eligible to participate in the Trust’s Deferred Compensation Plan (the “Plan”). The Plan allows each independent trustee to voluntarily defer receipt of all or a percentage of fees which otherwise would be payable for services performed. Amounts in the deferral account are obligations of each Fund at the time of such deferral and are payable in accordance with the Plan. Deferred amounts are treated as though equivalent dollar amounts had been invested in shares of certain Funds. An independent trustee who defers compensation has the option to select credit rate options that track the performance, at NAV without a sales load, of Class A shares of the Portfolio Optimization Funds, PL Diversified Alternatives Fund, PL Short Duration Income Fund, PL Income Fund, PL Strategic Income Fund, PL Floating Rate Income Fund, PL Limited Duration High Income Fund and/or PL High Income Fund, and/or Class P shares of the corresponding PL Underlying Funds. The obligation of each Fund under the Plan (the “DCP Liability”) is recorded as a liability (accrued trustees’ fees and expenses and deferred compensation). Accordingly, the market value appreciation or depreciation on a Fund’s DCP Liability account will cause the expenses of that Fund to increase or decrease due to market fluctuation. The change in net unrealized appreciation or

C-18

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

depreciation on a Fund’s DCP Liability account is recorded as an increase or decrease to expenses (trustees’ fees and expenses). For the six-month period ended September 30, 2014, such expenses were increased by $1,172 for all applicable Funds presented in these financial statements as a result of the market value appreciation on such accounts. As of September 30, 2014, the total amount in the DCP Liability accounts was $42,760 for all applicable Funds presented in these financial statements.

D. OFFICERS OF THE TRUST

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

E. INDEMNIFICATIONS

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

8. UNFUNDED SENIOR LOAN COMMITMENTS

Unfunded loan commitments on senior loan participations and assignments (Note 4), if any, are marked to market daily and valued according to the Trust’s valuation policies and procedures. Any outstanding unfunded loan commitments are presented in the Notes to Schedules of Investments section of each applicable Fund’s Schedule of Investments. Any applicable net unrealized appreciation or depreciation at the end of the reporting period is recorded as an asset (unfunded loan commitment appreciation) or a liability (unfunded loan commitment depreciation) and any change in net unrealized appreciation or depreciation for the reporting period is recorded as a change in net unrealized appreciation or depreciation on unfunded loan commitment. As of September 30, 2014, the PL Floating Rate Loan and Global Absolute Return Funds had unfunded loan commitments of $12,132 and $143,126, respectively (see details in the Notes to Schedule of Investments).

9. PURCHASES AND SALES OF INVESTMENTS

The cost of purchases and proceeds from sales of investments (excluding short-term investments) for the six-month period ended September 30, 2014, are summarized in the following table:

	U.S. Government Securities				Other Securities
Fund	Purchases		Sales		Purchases		Sales
PL Floating Rate Loan		$—		$—		$29,858,924		$21,501,407
PL Inflation Managed		58,858,423		95,070,030		20,733,842		16,801,674
PL Managed Bond		1,290,962,593		1,532,306,915		273,221,169		152,802,684
PL Short Duration Bond		30,623,566		25,248,961		51,465,333		32,358,878
PL Emerging Markets Debt		—		—		94,952,651		63,878,440
PL Comstock		—		—		29,301,588		79,786,828
PL Growth		—		—		48,139,406		20,108,812
PL Large-Cap Growth		—		—		105,816,580		97,429,615
PL Large-Cap Value		—		—		32,336,159		85,458,024
PL Main Street Core		—		—		44,686,634		63,882,918
PL Mid-Cap Equity		—		—		161,251,706		135,235,569
PL Mid-Cap Growth		—		—		15,021,613		23,466,685
PL Small-Cap Growth		—		—		128,749,238		108,384,845
PL Small-Cap Value		—		—		162,395,879		166,522,815
PL Real Estate		—		—		11,684,340		41,083,873
PL Emerging Markets		—		—		23,689,531		19,271,861
PL International Large-Cap		—		—		75,907,385		36,313,927
PL International Value		—		—		79,493,323		75,587,296
PL Currency Strategies		—		8,019,375		16,510,692		19,068,843
PL Global Absolute Return		22,066,300		22,404,243		84,506,600		79,009,937
PL Precious Metals		—		—		15,319,733		62,536,952

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 September 30, 2014, to qualify as a RIC and is not required to pay Federal income tax under the Code. Accordingly, no provision for Federal income taxes is required in the financial statements. Required distributions are based on net investment income and net realized gains determined in accordance with income tax regulations, which may differ from U.S. GAAP for financial reporting purposes. These differences are primarily due to differing treatments for sale-buyback financing transactions, futures and options, swap income, paydown gain/loss, partnership income, foreign currency transactions, passive foreign investment companies, late year ordinary and post-October capital losses, capital loss carryforwards, and losses deferred due to wash sales. Permanent book and tax differences relating to shareholder distributions will result in reclassifications of capital accounts. In addition, the year in which amounts are distributed may differ from the year in which the net investment income is earned and the net gains are realized by each Fund.

C-19

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

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, 2014:

				Distributable Earnings				Late Year Ordinary and Post-October Losses  Deferral
Fund	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		$—			$1,074,728		$17,082		$—		$—		$—		$—
PL Inflation Managed		—			—		—		551,993		—		343,178		895,171
PL Managed Bond		—			1,276,546		—		—		—		1,833,542		1,833,542
PL Short Duration Bond		(1,189,115	)		678,788		—		—		—		—		—
PL Emerging Markets Debt		(3,229,151	)		1,473,531		—		—		—		—		—
PL Comstock		(2,589,476	)		1,387,754		—		—		—		—		—
PL Growth		(64,515	)		144,321		—		—		—		—		—
PL Large-Cap Growth		—			6,939,895		1,203,792		—		—		—		—
PL Large-Cap Value		—			4,224,260		4,025,576		—		—		—		—
PL Main Street Core		—			533,464		16,539,176		—		—		—		—
PL Mid-Cap Equity		—			7,116,647		5,573,578		—		—		—		—
PL Mid-Cap Growth		—			2,468,190		637,386		—		—		—		—
PL Small-Cap Growth		—			—		3,941,812		—		—		—		—
PL Small-Cap Value		—			1,352,803		5,868,777		—		—		—		—
PL Real Estate		(5,601,478	)		64,888		—		—		—		—		—
PL Emerging Markets		—			232,023		2,133,675		—		—		—		—
PL International Large-Cap		(8,480,971	)		1,323,818		—		—		—		—		—
PL International Value		(46,724,813	)		3,358,412		—		—		—		—		—
PL Currency Strategies		(3,261	)		—		—		8,173,260		587		—		8,173,847
PL Global Absolute Return		(395,703	)		—		—		119,724		249,059		260,517		629,300
PL Precious Metals		(9,007,879	)		—		—		72,236		—		—		72,236

Accumulated capital losses represent net capital loss carryovers as of March 31, 2014 that may be available to offset future realized capital gains and thereby reduce future capital gains distributions. The following table shows the expiration dates and the amounts of capital loss carryover, if any, by each of the applicable Funds as of March 31, 2014 and capital loss carryover from prior years utilized during the year ended March 31, 2014:

	Net Capital Loss Carryover Expiring In									Unlimited Period of Net Capital Loss Carryover						Accumulated Capital Loss Carryover			Capital Loss Carryover Utilized During the Year Ended March 31, 2014
Fund	2017			2018			2019			Short Term			Long Term
PL Short Duration Bond		$—			$—			$—			($756,293	)		($432,822	)		($1,189,115	)		$—
PL Emerging Markets Debt		—			—			—			(2,091,586	)		(1,137,565	)		(3,229,151	)		—
PL Comstock		—			(2,589,476	)		—			—			—			(2,589,476	)		12,977,911
PL Growth		—			(64,515	)		—			—			—			(64,515	)		8,017,738
PL Large-Cap Value		—			—			—			—			—			—			11,105,101
PL Main Street Core		—			—			—			—			—			—			15,493,117
PL Small-Cap Growth		—			—			—			—			—			—			2,656,829
PL Small-Cap Value		—			—			—			—			—			—			565,420
PL Real Estate		—			(5,601,478	)		—			—			—			(5,601,478	)		1,517,472
PL International Large-Cap		—			(5,828,808	)		(2,652,163	)		—			—			(8,480,971	)		2,778,892
PL International Value		(6,971,246	)		(38,541,418	)		—			(1,212,149	)		—			(46,724,813	)		9,493,952
PL Currency Strategies		—			—			—			(3,261	)		—			(3,261	)		—
PL Global Absolute Return		—			—			—			(116,933	)		(278,770	)		(395,703	)		—
PL Precious Metals		—			—			—			(6,606,106	)		(2,401,773	)		(9,007,879	)		—

C-20

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

The aggregate Federal tax cost of investments and the composition of unrealized appreciation and depreciation on investments as of September 30, 2014, were as follows:

Fund	Total Cost of Investments on Tax Basis (1)		Gross Unrealized Appreciation on Investments		Gross Unrealized Depreciation on Investments			Net Unrealized Appreciation (Depreciation) on Investments
PL Floating Rate Loan		$132,006,923		$116,754		($2,120,020	)		($2,003,266	)
PL Inflation Managed		185,296,794		1,094,930		(9,539,261	)		(8,444,331	)
PL Managed Bond		840,008,799		7,333,688		(6,131,419	)		1,202,269
PL Short Duration Bond		247,145,186		1,336,352		(1,011,348	)		325,004
PL Emerging Markets Debt		166,950,567		1,113,980		(6,194,519	)		(5,080,539	)
PL Comstock		171,601,480		95,903,665		(570,753	)		95,332,912
PL Growth		111,319,494		22,360,590		(627,678	)		21,732,912
PL Large-Cap Growth		156,111,850		30,003,202		(1,641,878	)		28,361,324
PL Large-Cap Value		212,246,979		132,263,756		(1,734,529	)		130,529,227
PL Main Street Core		189,384,488		66,801,674		(2,578,984	)		64,222,690
PL Mid-Cap Equity		183,210,369		22,923,999		(3,284,593	)		19,639,406
PL Mid-Cap Growth		77,723,678		8,378,420		(3,368,545	)		5,009,875
PL Small-Cap Growth		77,547,603		4,941,810		(2,213,544	)		2,728,266
PL Small-Cap Value		137,447,952		4,544,003		(12,051,971	)		(7,507,968	)
PL Real Estate		27,362,980		18,226,694		(359,057	)		17,867,637
PL Emerging Markets		130,511,794		34,134,699		(5,239,103	)		28,895,596
PL International Large-Cap		215,324,780		63,314,268		(3,812,074	)		59,502,194
PL International Value		167,697,679		18,124,247		(5,006,050	)		13,118,197
PL Currency Strategies		199,604,965		12,900		(2,190,270	)		(2,177,370	)
PL Global Absolute Return		177,031,510		3,679,570		(7,014,721	)		(3,335,151	)
PL Precious Metals		44,256,722		1,827,809		(8,588,409	)		(6,760,600	)

(1) The difference between the total cost of investments on tax basis and the total investments, at cost, as presented in the Statements of Assets and Liabilities is primarily due to wash sale loss deferrals, investments in passive foreign investment companies and investments in partnerships.

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. Management has analyzed all open tax years, as defined by the statute of limitations, for all major jurisdictions and has determined that no provision for income tax is required in the financial statements. Each Fund remains subject to examination by Federal and State tax authorities for the returns filed for tax years ended after March 31, 2010.

11. TAX CHARACTER OF DISTRIBUTIONS

The tax character of income and capital gains distributions to shareholders during the year ended March 31, 2014, were as follows:

	For the Year Ended March 31, 2014
Funds	Ordinary Income		Long-Term Capital Gains		Total Distributions
PL Floating Rate Loan		$4,669,660		$1,512,705		$6,182,365
PL Inflation Managed		1,675,821		1,787,419		3,463,240
PL Managed Bond		9,129,156		2,238,185		11,367,341
PL Short Duration Bond		3,024,235		—		3,024,235
PL Emerging Markets Debt		5,009,739		—		5,009,739
PL Comstock		2,637,092		—		2,637,092
PL Growth		573,668		—		573,668
PL Large-Cap Growth		11,277,943		22,887,345		34,165,288
PL Large-Cap Value		5,289,219		—		5,289,219
PL Main Street Core		2,316,456		—		2,316,456
PL Mid-Cap Equity		4,132,303		8,798,178		12,930,481
PL Mid-Cap Growth		4,267,256		14,963,337		19,230,593
PL Small-Cap Growth		98,333		1,357,926		1,456,259
PL Small-Cap Value		1,895,573		6,190,367		8,085,940
PL Real Estate		1,118,697		—		1,118,697
PL Emerging Markets		903,956		2,799,145		3,703,101
PL International Large-Cap		2,672,165		—		2,672,165
PL International Value		4,102,104		—		4,102,104
PL Currency Strategies		4,034,980		—		4,034,980
PL Global Absolute Return		4,132,927		—		4,132,927
PL Precious Metals		451,925		—		451,925

There were no income and capital gains distributions to shareholders by any of the Funds presented in these financial statements during the six-month period ended September 30, 2014.

C-21

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

12. SHARES OF BENEFICIAL INTEREST

Each Fund is authorized to issue an unlimited number of shares of beneficial interest with no par value. Changes in shares of beneficial interest of each Fund for the six-month period ended September 30, 2014 and the year ended March 31, 2014 were as follows:

	Floating Rate Loan Fund						PL Inflation Managed Fund						PL Managed Bond Fund						PL Short Duration Bond Fund
	Six-Month Period ended 9/30/2014			Year ended 3/31/2014			Six-Month Period ended 9/30/2014			Year ended 3/31/2014			Six-Month Period ended 9/30/2014			Year ended 3/31/2014			Six-Month Period ended 9/30/2014			Year ended 3/31/2014
Class P
Shares sold		1,058,156			1,725,341			1,178,668			5,151,327			8,082,150			5,828,905			2,835,510			2,385,913
Dividends and distributions reinvested		—			613,198			—			397,051			—			1,061,403			—			302,423
Shares repurchased		(531,201	)		(848,303	)		(7,634,743	)		(1,405,615	)		(2,211,621	)		(3,896,449	)		(1,083,384	)		(1,968,936	)
Net increase (decrease)		526,955			1,490,236			(6,456,075	)		4,142,763			5,870,529			2,993,859			1,752,126			719,400
Beginning shares outstanding		12,254,718			10,764,482			21,018,831			16,876,068			53,880,121			50,886,262			22,814,514			22,095,114
Ending shares outstanding		12,781,673			12,254,718			14,562,756			21,018,831			59,750,650			53,880,121			24,566,640			22,814,514
	PL Emerging Markets Debt Fund						PL Comstock Fund						PL Growth Fund						PL Large-Cap Growth Fund
	Six-Month Period ended 9/30/2014			Year ended 3/31/2014			Six-Month Period ended 9/30/2014			Year ended 3/31/2014			Six-Month Period ended 9/30/2014			Year ended 3/31/2014			Six-Month Period ended 9/30/2014			Year ended 3/31/2014
Class P
Shares sold		3,913,304			5,607,316			145,215			—			1,727,058			2,489,857			1,216,302			101,415
Dividends and distributions reinvested		—			520,381			—			153,052			—			33,256			—			3,391,672
Shares repurchased		(550,589	)		(820,900	)		(3,261,976	)		(798,055	)		(169,976	)		(169,158	)		(780,313	)		(388,536	)
Net increase (decrease)		3,362,715			5,306,797			(3,116,761	)		(645,003	)		1,557,082			2,353,955			435,989			3,104,551
Beginning shares outstanding		13,462,763			8,155,966			17,524,289			18,169,292			5,844,648			3,490,693			16,791,462			13,686,911
Ending shares outstanding		16,825,478			13,462,763			14,407,528			17,524,289			7,401,730			5,844,648			17,227,451			16,791,462
	PL Large-Cap Value Fund						PL Main Street Core Fund						PL Mid-Cap Equity Fund						PL Mid-Cap Growth Fund
	Six-Month Period ended 9/30/2014			Year ended 3/31/2014			Six-Month Period ended 9/30/2014			Year ended 3/31/2014			Six-Month Period ended 9/30/2014			Year ended 3/31/2014			Six-Month Period ended 9/30/2014			Year ended 3/31/2014
Class P
Shares sold		217,220			—			167,595			106,404			2,962,654			—			391,122			1,744,846
Dividends and distributions reinvested		—			323,698			—			158,444			—			1,071,334			—			2,433,940
Shares repurchased		(3,461,331	)		(780,279	)		(1,456,527	)		(339,403	)		(440,194	)		(302,329	)		(1,491,645	)		(241,182	)
Net increase (decrease)		(3,244,111	)		(456,581	)		(1,288,932	)		(74,555	)		2,522,460			769,005			(1,100,523	)		3,937,604
Beginning shares outstanding		22,758,449			23,215,030			17,341,280			17,415,835			13,348,559			12,579,554			11,109,920			7,172,316
Ending shares outstanding		19,514,338			22,758,449			16,052,348			17,341,280			15,871,019			13,348,559			10,009,397			11,109,920
	PL Small-Cap Growth Fund						PL Small-Cap Value Fund						PL Real Estate Fund						PL Emerging Markets Fund
	Six-Month Period ended 9/30/2014			Year ended 3/31/2014			Six-Month Period ended 9/30/2014			Year ended 3/31/2014			Six-Month Period ended 9/30/2014			Year ended 3/31/2014			Six-Month Period ended 9/30/2014			Year ended 3/31/2014
Class P
Shares sold		1,647,600			—			253,012			121,843			89,836			793,474			295,356			2,507,794
Dividends and distributions reinvested		—			96,170			—			606,473			—			85,987			—			248,156
Shares repurchased		(178,832	)		(69,764	)		(1,093,481	)		(167,437	)		(2,223,636	)		(74,154	)		(282,321	)		(153,903	)
Net increase (decrease)		1,468,768			26,406			(840,469	)		560,879			(2,133,800	)		805,307			13,035			2,602,047
Beginning shares outstanding		3,855,710			3,829,304			10,900,927			10,340,048			5,203,621			4,398,314			10,393,575			7,791,528
Ending shares outstanding		5,324,478			3,855,710			10,060,458			10,900,927			3,069,821			5,203,621			10,406,610			10,393,575
	PL International Large-Cap Fund						PL International Value Fund						PL Currency Strategies Fund						PL Global Absolute Return Fund
	Six-Month Period ended 9/30/2014			Year ended 3/31/2014			Six-Month Period ended 9/30/2014			Year ended 3/31/2014			Six-Month Period ended 9/30/2014			Year ended 3/31/2014			Six-Month Period ended 9/30/2014			Year ended 3/31/2014
Class P
Shares sold		3,154,681			1,116,678			2,156,092			991,838			6,137,615			2,512,806			830,445			4,082,609
Dividends and distributions reinvested		—			143,974			—			389,934			—			397,535			—			427,882
Shares repurchased		(1,009,460	)		(303,219	)		(2,022,987	)		(387,458	)		(452,227	)		(484,579	)		(3,557,762	)		(920,196	)
Net increase (decrease)		2,145,221			957,433			133,105			994,314			5,685,388			2,425,762			(2,727,317	)		3,590,295
Beginning shares outstanding		13,031,396			12,073,963			17,094,756			16,100,442			13,920,582			11,494,820			20,470,213			16,879,918
Ending shares outstanding		15,176,617			13,031,396			17,227,861			17,094,756			19,605,970			13,920,582			17,742,896			20,470,213

C-22

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

	PL Precious Metals Fund
	Six-Month Period ended 9/30/2014			Year ended 3/31/2014
Class P
Shares sold		892,588			7,061,450
Dividends and distributions reinvested		—			87,413
Shares repurchased		(8,598,308	)		(413,167	)
Net increase (decrease)		(7,705,720	)		6,735,696
Beginning shares outstanding		14,759,284			8,023,588
Ending shares outstanding		7,053,564			14,759,284

C-23

PACIFIC LIFE FUNDS

DISCLOSURE OF FUND EXPENSES

(Unaudited)

We believe it is important for you to understand the impact of fees and expenses regarding your investment. All mutual funds have operating expenses. As a shareholder of a mutual fund, you incur ongoing costs, which include advisory fees, administration fees and other fund expenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in each fund and to compare these costs with those of other mutual funds. The example is based on an investment of $1,000.00 made at the beginning of the period and held for the entire six-month period from April 1, 2014 to September 30, 2014.

ACTUAL EXPENSES

The first section of the table for each fund entitled “Actual Fund Return”, provides information about actual account values and actual expenses based on each fund’s actual performance and each fund’s actual expenses, after any applicable advisory fee waivers and adviser expense reimbursements (See Notes 6 and 7B in Notes to Financial Statements). The “Ending Account Value at 09/30/14” column shown is derived from the fund’s actual performance; the “Annualized Expense Ratio” column shows the fund’s actual annualized expense ratio; and the “Expenses Paid During the Period 04/01/14-09/30/14” column shows the dollar amount that would have been paid by you. All the information illustrated in the following table is based on the past six-month period from April 1, 2014 to September 30, 2014.

You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, for each fund in your account, simply divide that fund’s value by $1,000.00 (for example, an $8,600.00 fund value divided by $1,000.00 = 8.6), then multiply the result by the number given for your fund(s) in the “Expenses Paid During the Period 04/01/14-09/30/14.”

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 Notes 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. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different mutual funds. In addition, if these other costs were included, your costs would have been higher.

	Beginning Account Value at 04/01/14		Ending Account Value at 09/30/14		Annualized Expense Ratio		Expenses Paid During the Period 04/1/2014 - 09/30/2014 (1)
PL Floating Rate Loan Fund
Actual Fund Return
Class P		$1,000.00		$1,002.00		0.80%		$4.01
Hypothetical
Class P		$1,000.00		$1,021.06		0.80%		$4.05
PL Inflation Managed Fund
Actual Fund Return
Class P		$1,000.00		$1,018.10		0.57%		$2.88
Hypothetical
Class P		$1,000.00		$1,022.21		0.57%		$2.89
PL Managed Bond Fund
Actual Fund Return
Class P		$1,000.00		$1,022.30		0.55%		$2.79
Hypothetical
Class P		$1,000.00		$1,022.31		0.55%		$2.79
PL Short Duration Bond Fund
Actual Fund Return
Class P		$1,000.00		$1,004.00		0.55%		$2.76
Hypothetical
Class P		$1,000.00		$1,022.31		0.55%		$2.79
PL Emerging Markets Debt Fund
Actual Fund Return
Class P		$1,000.00		$1,005.20		0.94%		$4.73
Hypothetical
Class P		$1,000.00		$1,020.36		0.94%		$4.76
PL Comstock Fund
Actual Fund Return
Class P		$1,000.00		$1,052.80		0.89%		$4.58
Hypothetical
Class P		$1,000.00		$1,020.61		0.89%		$4.51
PL Growth Fund
Actual Fund Return
Class P		$1,000.00		$1,039.20		0.70%		$3.58
Hypothetical
Class P		$1,000.00		$1,021.56		0.70%		$3.55
PL Large-Cap Growth Fund
Actual Fund Return
Class P		$1,000.00		$1,050.60		0.86%		$4.42
Hypothetical
Class P		$1,000.00		$1,020.76		0.86%		$4.36
PL Large-Cap Value Fund
Actual Fund Return
Class P		$1,000.00		$1,049.70		0.80%		$4.11
Hypothetical
Class P		$1,000.00		$1,021.06		0.80%		$4.05

See explanation of references on page D-2

D-1

PACIFIC LIFE FUNDS

DISCLOSURE OF FUND EXPENSES (Continued)

(Unaudited)

	Beginning Account Value at 04/01/14		Ending Account Value at 09/30/14		Annualized Expense Ratio		Expenses Paid During the Period 04/1/2014 - 09/30/2014 (1)
PL Main Street Core Fund
Actual Fund Return
Class P		$1,000.00		$1,060.60		0.60%		$3.10
Hypothetical
Class P		$1,000.00		$1,022.06		0.60%		$3.04
PL Mid-Cap Equity Fund
Actual Fund Return
Class P		$1,000.00		$998.40		0.80%		$4.01
Hypothetical
Class P		$1,000.00		$1,021.06		0.80%		$4.05
PL Mid-Cap Growth Fund
Actual Fund Return
Class P		$1,000.00		$1,007.30		0.80%		$4.03
Hypothetical
Class P		$1,000.00		$1,021.06		0.80%		$4.05
PL Small-Cap Growth Fund
Actual Fund Return
Class P		$1,000.00		$940.10		0.75%		$3.65
Hypothetical
Class P		$1,000.00		$1,021.31		0.75%		$3.80
PL Small-Cap Value Fund
Actual Fund Return
Class P		$1,000.00		$952.00		0.90%		$4.40
Hypothetical
Class P		$1,000.00		$1,020.56		0.90%		$4.56
PL Real Estate Fund
Actual Fund Return
Class P		$1,000.00		$1,040.20		1.05%		$5.37
Hypothetical
Class P		$1,000.00		$1,019.80		1.05%		$5.32
PL Emerging Markets Fund
Actual Fund Return
Class P		$1,000.00		$1,040.70		0.95%		$4.86
Hypothetical
Class P		$1,000.00		$1,020.31		0.95%		$4.81
PL International Large-Cap Fund
Actual Fund Return
Class P		$1,000.00		$988.60		1.00%		$4.99
Hypothetical
Class P		$1,000.00		$1,020.05		1.00%		$5.06
PL International Value Fund
Actual Fund Return
Class P		$1,000.00		$962.20		0.80%		$3.94
Hypothetical
Class P		$1,000.00		$1,021.06		0.80%		$4.05

	Beginning Account Value at 04/01/14		Ending Account Value at 09/30/14		Annualized Expense Ratio		Expenses Paid During the Period 04/1/2014 - 09/30/2014 (1)
PL Currency Strategies Fund
Actual Fund Return
Class P		$1,000.00		$1,069.10		0.85%		$4.41
Hypothetical
Class P		$1,000.00		$1,020.81		0.85%		$4.31
PL Global Absolute Return Fund
Actual Fund Return
Class P		$1,000.00		$1,047.50		1.11%		$5.70
Hypothetical
Class P		$1,000.00		$1,019.50		1.11%		$5.62
PL Precious Metals Fund
Actual Fund Return
Class P		$1,000.00		$940.60		0.89%		$4.33
Hypothetical
Class P		$1,000.00		$1,020.61		0.89%		$4.51

(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 then divided by 365 days.

D-2

PACIFIC LIFE FUNDS

APPROVAL OF SUB-ADVISORY AGREEMENTS

(Unaudited)

I. Introduction and Background

The Board of Trustees (the “Trustees” or “Board”) of Pacific Life Funds (the “Trust”) oversees the management of each of the separate funds of the Trust (each a “Fund” and collectively, the “Funds”) and, as required by Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), initially approves and determines annually whether to renew the investment advisory agreement (the “Advisory Agreement”) with Pacific Life Fund Advisors LLC (“PLFA”) and each sub-advisory agreement (the “Sub-Advisory Agreements,” together with the Advisory Agreement, the “Agreements”) with the various sub-advisers (the “Sub-Advisers”). 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 Limited Duration High Income, and PL High Income Funds (the “PAM Managed Funds”) under the name Pacific Asset Management (“PAM”) and the PL Portfolio Optimization Conservative, PL Portfolio Optimization Moderate-Conservative, PL Portfolio Optimization Moderate, PL Portfolio Optimization Moderate-Aggressive, and PL Portfolio Optimization Aggressive Funds (the “Asset Allocation Funds,” and together with the PAM Managed Funds, the “Directly Managed Funds”). For all other Funds, PLFA has retained other firms to serve as Sub-Advisers 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 11, 2013.¹ The description below does not relate to the annual renewal of the Advisory Agreement and Sub-Advisory Agreements discussed above, but to approvals for the PL Inflation Managed and PL Managed Bond Funds, as described in further detail below. Under the 1940 Act, a change in a Sub-Adviser, a change in the compensation paid to a Sub-Adviser, or an assignment of any Sub-Advisory Agreement requires shareholder approval of a new Sub-Advisory 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, Sub-Advisers and enter into new Sub-Advisory Agreements (except, as a general matter, Sub-Advisers affiliated with PLFA) without shareholder approval.

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 Agreements. 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 Agreements, 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. This discussion is not intended to be all-inclusive.

II. Board Consideration of the New Sub-Advisory Agreements

PL Inflation Managed Fund

At an in-person meeting on September 16-17, 2014, based upon a recommendation from PLFA, the Board, including all of the Independent Trustees, approved, effective December 31, 2014, (1) a new Sub-Advisory Agreement with Western Asset Management Company (“WAMCO”) with respect to the PL Inflation Managed Fund (the “Inflation Managed Sub-Advisory Agreement”); and (2) sub-advisory agreements between WAMCO and three WAMCO affiliates: Western Asset Management Company Limited, Western Asset Management Company Pte. Ltd. and Western Asset Management Company Ltd. (the “Sub-Advisory Affiliates” and together with WAMCO, “Western Asset”), and appointed Western Asset as co-sub-adviser (“co-Sub-Adviser”) for this Fund. Western Asset’s appointment as co-Sub-Adviser and the Board’s approval of the Inflation Managed Sub-Advisory Agreement and the sub-advisory agreements by and among WAMCO and the Sub-Advisory Affiliates (the “Sub-Advisory Affiliates Agreements”) were made in accordance with the exemptive order issued by the SEC with regard to the Trust and do not require shareholder approval.

In evaluating the Inflation Managed Sub-Advisory Agreement and Sub-Advisory Affiliates Agreements, the Board, including the Independent Trustees, considered the factors described below. Additionally, the Board considered PLFA’s previous recommendation of Western Asset as Sub-Adviser of the Inflation Strategy Portfolio of Pacific Select Fund. The Board noted the due diligence conducted by PLFA on Western Asset and the strategy to be used for the PL Inflation Managed Fund and PLFA’s recommendation of Western Asset to serve as an additional Sub-Adviser of the Fund. The Trustees also considered that PLFA has historically exercised diligence in monitoring the performance of the Sub-Advisers, and has recommended and taken measures to attempt to remedy relative underperformance by a Fund when PLFA and the Board believed appropriate. Prior to making a decision the Trustees also considered the report of the PLFA Conflicts Review Committee.

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

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

The Trustees considered the benefits to shareholders of retaining Western Asset as co-Sub-Adviser to the PL Inflation Managed Fund, particularly in light of the nature, extent, and quality of the services expected to be provided by Western Asset. In this regard, the Trustees considered various materials relating to the proposed co-Sub-Adviser, including copies of the proposed Inflation Managed Sub-Advisory Agreement; copies of Western Asset’s Form ADV; financial information; and other information deemed relevant to the Trustees’ evaluation, including comprehensive assessments from senior management of PLFA.

1 At the December 11th meeting, the Board did not consider the continuance of the Fund Management Agreements relating to the PL Large-Cap Growth, PL Mid-Cap Growth, PL Growth and PL Mid-Cap Equity Funds, as those agreements were not up for renewal at that time.

D-3

PACIFIC LIFE FUNDS

APPROVAL OF SUB-ADVISORY AGREEMENTS (Continued)

(Unaudited)

The Trustees considered that under the Inflation Managed Sub-Advisory Agreement, Western Asset would be responsible for providing the investment management services for a portion of the Fund’s assets, including investment research, advice, supervision of investment management services provided by the Sub-Advisory Affiliates, and determining which securities would be purchased or sold by that portion of the Fund. The Trustees considered the quality of the management services expected to be provided to the PL Inflation Managed Fund over both the short- and long-term, the organizational depth and resources of Western Asset, including the background and experience of Western Asset’s management and the expertise of the portfolio 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 Western Asset’s written compliance policies and procedures and that the Trust’s CCO previously provided an assessment of Western Asset’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 Western Asset, and were aided by the assessment and recommendation of PLFA and the in-person presentation and materials provided by Western Asset.

The Board concluded it was satisfied with the nature, extent and quality of the investment management services anticipated to be provided to the PL Inflation Managed Fund by Western Asset under the Inflation Managed Sub-Advisory Agreement, including the sub-advisory agreements by and among WAMCO and the Sub-Advisory Affiliates (the “Sub-Advisory Affiliates Agreements”).

2. Performance

The Trustees considered PLFA’s efforts to identify advisory firms that are qualified to manage an inflation-indexed fixed income strategy and PLFA’s identification of Western Asset to serve as Sub-Adviser with regard to a portion of the PL Inflation Managed Fund’s day-to-day investment activities. The Trustees considered factors concerning performance in connection with their consideration of this matter and in connection with approval of the related Inflation Managed Sub-Advisory Agreement, including the factors described below.

The Trustees considered that Western Asset would be managing its allocation in the PL Inflation Managed Fund using a strategy similar to the strategy it uses to manage the Inflation Strategy Portfolio of Pacific Select Fund, and that the same Western Asset portfolio management team that currently manages the Inflation Strategy Portfolio would co-manage the PL Inflation Managed Fund. The Trustees considered information about the performance of the Inflation Strategy Portfolio and a composite that reflects the performance of Western Asset’s U.S. Treasury Inflation Protection Securities (“TIPS”) strategy (the “Composite”). The Trustees considered the Inflation Strategy Portfolio’s performance against a pertinent benchmark and against the applicable peer group for the year-to-date, one- and three-year periods as of June 30, 2014, and the Composite’s performance against a pertinent benchmark for the year-to-date, one-, three-, five- and ten-year periods as of June 30, 2014. The Trustees also considered the Inflation Strategy Portfolio’s performance against a pertinent benchmark and an applicable peer group for the previous two calendar years, and the Composite’s performance against a pertinent benchmark for the previous five calendar years. Additionally, the Trustees considered the Inflation Strategy Portfolio’s standard deviation against a pertinent benchmark and an applicable peer group for the three-year period as of June 30, 2014 and the Composite’s tracking error against an applicable peer group for the three- and five-year periods as of June 30, 2014.

The Trustees considered additional information about the historical performance of a fund managed by Western Asset using similar investment strategies as those proposed for the PL Inflation Managed Fund against a pertinent benchmark for the one-, three-, five- and ten-year and since inception periods, as applicable, as of June 30, 2014. In addition, the Trustees considered the need for Western Asset to adhere to the Fund’s general investment mandate in order to function appropriately in the PL Portfolio Optimization Funds.

The Board determined that Western Asset’s performance record with respect to similarly managed accounts was acceptable.

3. Advisory and Sub-Advisory Fees

The Trustees considered information regarding the comparative advisory fees charged under other investment advisory contracts of the Sub-Adviser with regard to another fund with substantially similar investment strategies as the PL Inflation Managed Fund. The Trustees also considered that the proposed sub-advisory fees payable to Western Asset under the Sub-Advisory Agreement contain breakpoints and that the sub-advisory fees will be based on the combined net assets of the Inflation Strategy Portfolio of Pacific Select Fund and Western Asset’s portion of the PL Inflation Managed Fund. The Trustees also 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. The Trustees considered that although the amount of the advisory fee retained by PLFA was expected to increase as a result of the addition of Western Asset as co-Sub-Adviser of the Fund, the Fund’s advisory fee is competitive with peers.

In comparing the proposed fees to be paid by the PL Inflation Managed Fund to fees charged by Western Asset for other similarly managed funds, the Trustees noted that there were differences in the nature of the accounts. These differences explained differences in fee schedules.

The Trustees noted that the fee rates were the result of arms’-length negotiations between PLFA and Western Asset, and that the PL Inflation Managed Fund’s sub-advisory fees are paid by PLFA and are not paid directly by the PL Inflation Managed Fund.

Additionally, the Trustees considered that there are certain costs associated with adding a sub-adviser, but that the ongoing operating expenses paid by the shareholders were not expected to materially increase as a result of this sub-adviser addition.

The Board concluded that the compensation payable under the Inflation Managed Sub-Advisory Agreement and the Sub-Advisory Affiliates Agreements is fair and reasonable.

D-4

PACIFIC LIFE FUNDS

APPROVAL OF SUB-ADVISORY AGREEMENTS (Continued)

(Unaudited)

4. Costs, Level of Profits and Economies of Scale

The Trustees considered information regarding the costs to Western Asset of sub-advising a portion of the PL Inflation Managed Fund and the projected profitability of the Inflation Managed Sub-Advisory Agreement to Western Asset, to the extent practicable based on the financial information provided by Western Asset. The Trustees noted that any assessment of projected profitability would involve assumptions regarding expense allocations 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 Western Asset 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 Inflation Managed Sub-Advisory Agreement to Western Asset is an estimate because it had not yet begun to manage the Fund.

The Board concluded that the PL Inflation Managed Fund’s fee structure reflected in the Inflation Managed Sub-Advisory Agreement and Sub-Advisory Affiliates Agreements is fair and reasonable.

5. Ancillary Benefits

The Trustees received from PLFA and Western Asset information concerning other benefits that may be received by Western Asset and its affiliates as a result of their relationship with the PL Inflation Managed Fund, including commissions that may be paid to broker-dealers affiliated with the Sub-Adviser and the anticipated use of soft-dollars by the Sub-Adviser. In this regard, the Trustees noted that Western Asset represented that it does not anticipate utilizing an affiliated broker-dealer and that it does not anticipate using soft dollar credits generated by Fund commissions to pay for research services. The Trustees considered potential benefits to be derived by Western Asset 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 Inflation Managed Sub-Advisory Agreement and the Sub-Advisory Affiliates Agreements are in the best interests of the PL Inflation Managed Fund and its shareholders; and (ii) the compensation payable under the Inflation Managed Sub-Advisory Agreement and the Sub-Advisory Affiliates Agreements is fair and reasonable. No single factor was determinative of the Board’s findings, but rather the Trustees based their determination on the total mix of information available to them.

PL Managed Bond Fund

At an in-person meeting on June 18, 2014, based upon a recommendation from PLFA, the Board, including all of the Independent Trustees, approved, effective August 1, 2014: (1) a new Sub-Advisory Agreement with WAMCO with respect to the PL Managed Bond Fund (the “Managed Bond Sub-Advisory Agreement”); and (2) Sub-Advisory Affiliates Agreements between WAMCO and the Sub-Advisory Affiliates, and appointed Western Asset as co-Sub-Adviser for this Fund. Western Asset’s appointment as co-Sub-Adviser and the Board’s approval of the Managed Bond Sub-Advisory Agreement and the Sub-Advisory Affiliates Agreements were made in accordance with the exemptive order issued by the SEC with regard to the Trust and do not require shareholder approval.

In evaluating the Managed Bond Sub-Advisory Agreement and Sub-Advisory Affiliates Agreements, the Board, including the Independent Trustees, considered the factors described below. Additionally, the Board considered PLFA’s previous recommendation of Western Asset as sub-adviser of the Diversified Bond Portfolio of Pacific Select Fund. The Board noted the due diligence conducted by PLFA on Western Asset and the strategy to be used for the Fund and PLFA’s recommendation of Western Asset to serve as an additional Sub-Adviser of the Fund. The Trustees also considered that PLFA has historically exercised diligence in monitoring the performance of the sub-advisers, and has recommended and taken measures to attempt to remedy relative underperformance by a Fund when PLFA and the Board believed appropriate. Prior to making a decision the Board also considered the report of the PLFA Conflicts Review Committee.

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

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

The Trustees considered the benefits to shareholders of retaining Western Asset as co-Sub-Adviser to the PL Managed Bond Fund, particularly in light of the nature, extent, and quality of the services expected to be provided by Western Asset. In this regard, the Trustees considered various materials relating to the proposed co-Sub-Adviser, including copies of the proposed Managed Bond Sub-Advisory Agreement; copies of Western Asset’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 Managed Bond Sub-Advisory Agreement, Western Asset would be responsible for providing the investment management services for a portion of the Fund’s assets, including investment research, advice, supervision of investment management services provided by the Sub-Advisory Affiliates, and determining which securities would be purchased or sold by that portion of the Fund. The Trustees considered the quality of the management services expected to be provided to the PL Managed Bond Fund over both the short- and long-term, the organizational depth and resources of Western Asset, including the background and experience of Western Asset’s management and the expertise of the portfolio 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 the Trust’s CCO had reviewed the written compliance policies and procedures of Western Asset, including the assessment of its compliance program as required under Rule 38a-1 of the 1940 Act, and its code of ethics, prior to the effectiveness of the new Managed Bond Sub-Advisory Agreement. In making these assessments, the Trustees took note of the due diligence PLFA conducted with respect to Western Asset, and were aided by the assessment and recommendation of PLFA and the materials provided by Western Asset.

D-5

PACIFIC LIFE FUNDS

APPROVAL OF SUB-ADVISORY AGREEMENTS (Continued)

(Unaudited)

The Board concluded it was satisfied with the nature, extent and quality of the investment management services anticipated to be provided to the PL Managed Bond Fund by Western Asset under the Managed Bond Sub-Advisory Agreement, including the Sub-Advisory Affiliates Agreements.

2. Performance

The Trustees considered PLFA’s efforts and process to search for and screen advisory firms that are qualified to manage a fixed income strategy, and PLFA’s identification of Western Asset to serve as Sub-Adviser with regard to a portion of the PL Managed Bond Fund’s day-to-day investment activities. The Trustees considered factors concerning performance in connection with their consideration of this matter and in connection with approval of the related Managed Bond Sub-Advisory Agreement, including the factors described below.

The Trustees considered that Western Asset would be managing its allocation in the PL Managed Bond Fund in the same style as the Diversified Bond Portfolio of Pacific Select Fund, and that the same Western Asset portfolio management team that currently manages the Diversified Bond Portfolio would co-manage the PL Managed Bond Fund. The Trustees considered information about the performance of the Diversified Bond Portfolio (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 April 30, 2014. The Trustees also considered the Comparable Performance against a pertinent benchmark and an applicable peer group for the previous four calendar years. Additionally, the Trustees considered the Diversified Bond Portfolio’s standard deviation and information ratio for the three- and five-year periods as of April 30, 2014. The Trustees also considered the hypothetical performance of the PL Managed Bond Fund with Western Asset as co-Sub-Adviser over the year-to-date, one-, three- and five-year periods as of April 30, 2014.

The Trustees considered additional information about the historical performance of funds managed by Western Asset using similar investment strategies as those proposed for the PL Managed Bond Fund against a pertinent benchmark for the one-, three-, five- and ten-year and since inception periods, as applicable, as of March 31, 2014. In addition, the Trustees considered the need for Western Asset to adhere to the Fund’s general investment mandate in order to function appropriately in the PL Portfolio Optimization Funds.

The Board determined that Western Asset’s performance record with respect to similarly managed accounts was acceptable.

3. Advisory and Sub-Advisory Fees

The Trustees considered information regarding the comparative advisory fees charged under other investment advisory contracts of the Sub-Adviser with regard to other funds with substantially similar investment strategies as the PL Managed Bond Fund. The Trustees also considered that the proposed sub-advisory fees payable to Western Asset under the Sub-Advisory Agreement contain breakpoints and that the sub-advisory fees will be based on the combined net assets of the Diversified Bond Portfolio of Pacific Select Fund and Western Asset’s portion of the PL Managed Bond Fund. The Trustees also considered that the advisory fee schedule would remain unchanged from the current fee schedule for the Fund. The Trustees considered that although the amount of the advisory fee retained by PLFA was expected to increase as a result of the addition of Western Asset as co-Sub-Adviser of the Fund, the Fund’s advisory fee is competitive with peers. In comparing the proposed fees to be paid by the PL Managed Bond Fund to fees charged by Western Asset for other similarly managed funds, the Trustees noted that there were differences in the nature of the accounts. These differences explained differences in fee schedules. The Trustees noted that the fee rates were the result of arms’-length negotiations between PLFA and Western Asset, and that the PL Managed Bond Fund’s sub-advisory fees are paid by PLFA and are not paid directly by the PL Managed Bond Fund.

Additionally, the Trustees considered that there are certain costs associated with adding a sub-adviser, but that the ongoing operating expenses paid by the shareholders were not expected to materially increase as a result of this sub-adviser addition.

The Board concluded that the compensation payable under the Managed Bond Sub-Advisory Agreement and the Sub-Advisory Affiliates Agreements is fair and reasonable.

4. Costs, Level of Profits and Economies of Scale

The Trustees considered information regarding the costs to Western Asset of sub-advising a portion of the PL Managed Bond Fund and the projected profitability of the Managed Bond Sub-Advisory Agreement to Western Asset, to the extent practicable based on the financial information provided by Western Asset. The Trustees noted that any assessment of projected profitability would involve assumptions regarding expense allocations 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 Western Asset 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 Managed Bond Sub-Advisory Agreement to Western Asset is an estimate because it had not yet begun to manage the Fund.

The Board concluded that the PL Managed Bond Fund’s fee structure reflected in the Managed Bond Sub-Advisory Agreement and Sub-Advisory Affiliates Agreements is fair and reasonable.

5. Ancillary Benefits

The Trustees received from PLFA and Western Asset information concerning other benefits that may be received by Western Asset and its affiliates as a result of their relationship with the PL Managed Bond Fund, including commissions that may be paid to broker-dealers affiliated with the Sub-Adviser and the anticipated use of soft-dollars by the Sub-Adviser. In this regard, the Trustees noted that Western Asset represented that it does not anticipate utilizing an affiliated broker-dealer and that it does not anticipate using soft dollar credits generated by Fund commissions to pay for research services. The Trustees considered potential benefits to be derived by Western Asset and that such benefits were consistent with those generally derived by sub-advisers to mutual funds or were otherwise not unusual.

D-6

PACIFIC LIFE FUNDS

APPROVAL OF SUB-ADVISORY AGREEMENTS (Continued)

(Unaudited)

6. Conclusion

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

D-7

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 regulations and is available after filing (i) on the SEC’s Website at http://www.sec.gov; (ii) for review and copying at the SEC’s Public Reference Room in Washington, D.C. (information on the operations 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 http://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 the Trust’s fund 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 Trust

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 http://www.pacificlife.com/pacificlifefunds.htm

• On the SEC’s Website at http://www.sec.gov

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

D-8

Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the 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)	Not applicable.
(a)(2)	Separate certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is attached hereto as Exhibit 99 CERT.
(a)(3)	Not applicable.
(b)	Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is attached hereto as Exhibit 99.906 CERT pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pacific Life Funds
By:	/s/ Mary Ann Brown
	Mary Ann Brown
	Chief Executive Officer
Date:     December 3, 2014

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:     December 3, 2014
By:	/s/ Brian D. Klemens
	Brian D. Klemens
	Treasurer (Principal Financial and Accounting Officer)
Date:     December 3, 2014