N-CSRS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT
COMPANIES

Investment Company Act file number 811-10385

Pacific Life Funds

(Exact name of registrant as specified in charter)

700 Newport Center Drive, P.O. Box 7500
Newport Beach, CA 92660

(Address of principal executive offices) (Zip code)

Robin S. Yonis
Vice President and General Counsel of Pacific Life Funds
700 Newport Center Drive, P.O. Box 9000
Newport Beach, CA 92660

(Name and address of agent for service)

Copies to:
Anthony H. Zacharski, Esq.
Dechert LLP
90 State House Square
Hartford, CT 06103

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

Date of fiscal year end: March 31

Date of reporting period: April 1, 2011 — September 30, 2011

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).

PORT OP Money Mkt

PACIFIC LIFE FUNDS
SEMI-ANNUAL REPORT
SEPTEMBER 30, 2011

TABLE OF CONTENTS

Schedules of Investments and Notes	A-1
Financial Statements:
Statements of Assets and Liabilities	B-1
Statements of Operations	B-3
Statements of Changes in Net Assets	B-4
Financial Highlights	B-6
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, 2011 (Unaudited)

	Shares		Value
AFFILIATED MUTUAL FUNDS - 100.0%
PL Floating Rate Loan Fund ‘P’		2,887,837	$	28,531,825
PL Inflation Managed Fund ‘P’		4,949,406		55,532,331
PL Managed Bond Fund ‘P’		11,019,344		118,127,367
PL Short Duration Bond Fund ‘P’		4,357,967		43,841,150
PL Comstock Fund ‘P’		1,268,402		12,696,704
PL Large-Cap Growth Fund ‘P’ *		763,371		6,175,671
PL Large-Cap Value Fund ‘P’		1,611,963		16,055,154
PL Main Street Core Fund ‘P’		723,455		6,409,809
PL Mid-Cap Equity Fund ‘P’		1,144,697		9,546,776
PL International Large-Cap Fund ‘P’		770,367		9,752,850
PL International Value Fund ‘P’		868,376		6,599,654
Total Affiliated Mutual Funds (Cost $302,754,882)				313,269,291
TOTAL INVESTMENTS - 100.0% (Cost $302,754,882)				313,269,291
OTHER ASSETS & LIABILITIES, NET - 0.0%				69,554
NET ASSETS - 100.0%			$	313,338,845
Notes to Schedule of Investments
(a) As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:
Affiliated Fixed Income Funds				78.5	%
Affiliated Equity Funds				21.5	%
				100.0	%
Other Assets & Liabilities, Net				0.0	%
				100.0	%

PACIFIC LIFE FUNDS
PL PORTFOLIO OPTIMIZATION MODERATE-CONSERVATIVE FUND
Schedule of Investments
September 30, 2011 (Unaudited)

	Shares		Value
AFFILIATED MUTUAL FUNDS - 100.0%
PL Floating Rate Loan Fund ‘P’		2,192,723	$	21,664,104
PL Inflation Managed Fund ‘P’		3,769,733		42,296,408
PL Managed Bond Fund ‘P’		7,928,959		84,998,446
PL Short Duration Bond Fund ‘P’		3,048,302		30,665,917
PL Comstock Fund ‘P’		1,864,885		18,667,497
PL Growth LT Fund ‘P’ *		572,160		6,019,126
PL Large-Cap Growth Fund ‘P’ *		1,502,206		12,152,845
PL Large-Cap Value Fund ‘P’		2,524,050		25,139,534
PL Main Street Core Fund ‘P’		1,736,600		15,386,274
PL Mid-Cap Equity Fund ‘P’		1,502,677		12,532,329
PL Mid-Cap Growth Fund ‘P’		708,106		5,990,578
PL Small-Cap Value Fund ‘P’		345,680		3,055,813
PL Emerging Markets Fund ‘P’		263,715		3,077,552
PL International Large-Cap Fund ‘P’		1,283,560		16,249,869
PL International Value Fund ‘P’		1,300,281		9,882,136
Total Affiliated Mutual Funds (Cost $301,233,326)				307,778,428
TOTAL INVESTMENTS - 100.0% (Cost $301,233,326)				307,778,428
OTHER ASSETS & LIABILITIES, NET — (0.0%)				(80,424	)
NET ASSETS - 100.0%			$	307,698,004
Notes to Schedule of Investments
(a) As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:
Affiliated Fixed Income Funds				58.4	%
Affiliated Equity Funds				41.6	%
				100.0	%
Other Assets & Liabilities, Net				(0.0	)%
				100.0	%

(b)	Fair Value Measurements
	The following is a summary of the funds’ investments as categorized under the three-tier hierarchy of inputs used in valuing the funds’ assets and liabilities (See Note 11 in Notes to Financial Statements) as of September 30, 2011:

					Level 2		Level 3
	Total Value at		Level 1		Significant		Significant
	September 30, 2011		Quoted Price		Observable Inputs		Unobservable Inputs
PL Portfolio Optimization Conservative Fund
Assets
Affiliated Mutual Funds	$	313,269,291	$	313,269,291	$	—	$	—
PL Portfolio Optimization Moderate-Conservative Fund
Assets
Affiliated Mutual Funds	$	307,778,428	$	307,778,428	$	—	$	—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-9

A-1

PACIFIC LIFE FUNDS
PL PORTFOLIO OPTIMIZATION MODERATE FUND
Schedule of Investments
September 30, 2011 (Unaudited)

	Shares		Value
AFFILIATED MUTUAL FUNDS - 100.0%
PL Floating Rate Loan Fund ‘P’		4,095,947	$	40,467,956
PL Inflation Managed Fund ‘P’		7,787,583		87,376,676
PL Managed Bond Fund ‘P’		12,679,790		135,927,348
PL Short Duration Bond Fund ‘P’		4,012,955		40,370,331
PL Comstock Fund ‘P’		6,483,228		64,897,112
PL Growth LT Fund ‘P’ *		3,006,089		31,624,056
PL Large-Cap Growth Fund ‘P’ *		4,843,852		39,186,763
PL Large-Cap Value Fund ‘P’		8,241,895		82,089,278
PL Main Street Core Fund ‘P’		6,350,782		56,267,927
PL Mid-Cap Equity Fund ‘P’		5,878,397		49,025,832
PL Mid-Cap Growth Fund ‘P’		1,868,923		15,811,092
PL Small-Cap Growth Fund ‘P’ *		883,510		8,110,618
PL Small-Cap Value Fund ‘P’		2,737,089		24,195,866
PL Real Estate Fund ‘P’		1,631,779		16,121,977
PL Emerging Markets Fund ‘P’		2,088,088		24,367,992
PL International Large-Cap Fund ‘P’		5,298,679		67,081,275
PL International Value Fund ‘P’		3,318,982		25,224,262
Total Affiliated Mutual Funds (Cost $811,639,205)				808,146,361
TOTAL INVESTMENTS - 100.0% (Cost $811,639,205)				808,146,361
OTHER ASSETS & LIABILITIES, NET — (0.0%)				(20,815	)
NET ASSETS - 100.0%			$	808,125,546
Notes to Schedule of Investments
(a) As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:
Affiliated Equity Funds				62.4	%
Affiliated Fixed Income Funds				37.6	%
				100.0	%
Other Assets & Liabilities, Net				(0.0	)%
				100.0	%

PACIFIC LIFE FUNDS
PL PORTFOLIO OPTIMIZATION MODERATE-AGGRESSIVE FUND
Schedule of Investments
September 30, 2011 (Unaudited)

	Shares		Value
AFFILIATED MUTUAL FUNDS - 100.0%
PL Inflation Managed Fund ‘P’		4,122,577	$	46,255,311
PL Managed Bond Fund ‘P’		4,346,499		46,594,465
PL Short Duration Bond Fund ‘P’		1,167,656		11,746,622
PL Comstock Fund ‘P’		5,305,663		53,109,686
PL Growth LT Fund ‘P’ *		3,286,595		34,574,977
PL Large-Cap Growth Fund ‘P’ *		3,518,770		28,466,849
PL Large-Cap Value Fund ‘P’		6,593,035		65,666,625
PL Main Street Core Fund ‘P’		5,943,687		52,661,067
PL Mid-Cap Equity Fund ‘P’		5,705,776		47,586,173
PL Mid-Cap Growth Fund ‘P’		2,720,857		23,018,453
PL Small-Cap Growth Fund ‘P’ *		1,297,535		11,911,369
PL Small-Cap Value Fund ‘P’		3,320,641		29,354,466
PL Real Estate Fund ‘P’		1,781,709		17,603,290
PL Emerging Markets Fund ‘P’		2,557,324		29,843,969
PL International Large-Cap Fund ‘P’		4,329,358		54,809,678
PL International Value Fund ‘P’		4,833,285		36,732,966
Total Affiliated Mutual Funds (Cost $604,488,222)				589,935,966
TOTAL INVESTMENTS - 100.0% (Cost $604,488,222)				589,935,966
OTHER ASSETS & LIABILITIES, NET - 0.0%				274,538
NET ASSETS - 100.0%			$	590,210,504
Notes to Schedule of Investments
(a) As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:
Affiliated Equity Funds				82.3	%
Affiliated Fixed Income Funds				17.7	%
				100.0	%
Other Assets & Liabilities, Net				0.0	%
				100.0	%

(b)	Fair Value Measurements
	The following is a summary of the funds’ investments as categorized under the three-tier hierarchy of inputs used in valuing the funds’ assets and liabilities (See Note 11 in Notes to Financial Statements) as of September 30, 2011:

					Level 2		Level 3
	Total Value at		Level 1		Significant		Significant
	September 30, 2011		Quoted Price		Observable Inputs		Unobservable Inputs
PL Portfolio Optimization Moderate Fund
Assets
Affiliated Mutual Funds	$	808,146,361	$	808,146,361	$	—	$	—
PL Portfolio Optimization Moderate-Aggressive Fund
Assets
Affiliated Mutual Funds	$	589,935,966	$	589,935,966	$	—	$	—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-9

A-2

PACIFIC LIFE FUNDS
PL PORTFOLIO OPTIMIZATION AGGRESSIVE FUND
Schedule of Investments
September 30, 2011 (Unaudited)

	Shares		Value
AFFILIATED MUTUAL FUNDS - 100.6%
PL Managed Bond Fund ‘P’		533,910	$	5,723,515
PL Comstock Fund ‘P’		1,728,072		17,297,998
PL Growth LT Fund ‘P’ *		1,075,367		11,312,860
PL Large-Cap Growth Fund ‘P’ *		1,148,073		9,287,908
PL Large-Cap Value Fund ‘P’		2,350,975		23,415,707
PL Main Street Core Fund ‘P’		2,371,171		21,008,579
PL Mid-Cap Equity Fund ‘P’		1,856,425		15,482,585
PL Mid-Cap Growth Fund ‘P’		1,332,369		11,271,840
PL Small-Cap Growth Fund ‘P’ *		1,052,616		9,663,012
PL Small-Cap Value Fund ‘P’		1,516,994		13,410,229
PL Real Estate Fund ‘P’		775,766		7,664,572
PL Emerging Markets Fund ‘P’		995,927		11,622,466
PL International Large-Cap Fund ‘P’		1,562,787		19,784,890
PL International Value Fund ‘P’		2,094,582		15,918,825
Total Affiliated Mutual Funds (Cost $191,141,090)				192,864,986
TOTAL INVESTMENTS - 100.6% (Cost $191,141,090)				192,864,986
OTHER ASSETS & LIABILITIES, NET — (0.6%)				(1,124,628	)
NET ASSETS - 100.0%			$	191,740,358
Notes to Schedule of Investments
(a) As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:
Affiliated Equity Funds				97.6	%
Affiliated Fixed Income Fund				3.0	%
				100.6	%
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 11 in Notes to Financial Statements) as of September 30, 2011:

					Level 2		Level 3
	Total Value at		Level 1		Significant		Significant
	September 30, 2011		Quoted Price		Observable Inputs		Unobservable Inputs
Assets
Affiliated Mutual Funds	$	192,864,986	$	192,864,986	$	—	$	—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-9

A-3

PACIFIC LIFE FUNDS
PL INCOME FUND
Schedule of Investments
September 30, 2011 (Unaudited)

	Principal
	Amount		Value
CORPORATE BONDS & NOTES - 70.7%
Consumer Discretionary - 12.6%
Comcast Corp
4.950% due 06/15/16	$	1,000,000	$	1,109,817
Dana Holding Corp
6.750% due 02/15/21		750,000		716,250
DIRECTV Holdings LLC
3.500% due 03/01/16		1,500,000		1,550,260
DISH DBS Corp
6.625% due 10/01/14		1,250,000		1,270,313
Hyatt Hotels Corp
3.875% due 08/15/16		1,000,000		998,505
6.875% due 08/15/19 ~		750,000		846,454
Kia Motors Corp (South Korea)
3.625% due 06/14/16 ~		750,000		746,833
McDonald’s Corp
2.625% due 01/15/22		1,000,000		996,532
NBCUniversal Media LLC
2.875% due 04/01/16		1,000,000		1,019,756
5.950% due 04/01/41		750,000		839,627
Royal Caribbean Cruises Ltd (Liberia)
6.875% due 12/01/13		750,000		759,375
The Interpublic Group of Cos Inc
6.250% due 11/15/14		1,000,000		1,060,000
The Servicemaster Co
10.750% due 07/15/15 ~		250,000		253,750
Time Warner Cable Inc
4.000% due 09/01/21		1,750,000		1,717,639
Toll Brothers Finance Corp
6.750% due 11/01/19		750,000		769,433
Toys R Us Property Co II LLC
8.500% due 12/01/17		750,000		735,000
Viacom Inc
3.500% due 04/01/17		1,000,000		1,015,594
Virgin Media Secured Finance PLC (United Kingdom)
6.500% due 01/15/18		1,000,000		1,067,500
Wynn Las Vegas LLC Wynn Las Vegas Capital Corp
7.875% due 11/01/17		1,000,000		1,052,500
				18,525,138
Consumer Staples - 4.3%
Cencosud SA (Chile)
5.500% due 01/20/21 ~		500,000		503,970
Coca-Cola Enterprises Inc
2.000% due 08/19/16		1,250,000		1,249,525
Lorillard Tobacco Co
3.500% due 08/04/16		750,000		752,360
Reynolds Group Issuer Inc
7.875% due 08/15/19 ~		250,000		242,500
8.750% due 10/15/16 ~		500,000		503,750
The Coca-Cola Co
1.800% due 09/01/16 ~		1,500,000		1,507,154
The Procter & Gamble Co
1.450% due 08/15/16		1,500,000		1,502,943
				6,262,202
Energy - 7.1%
Alpha Natural Resources Inc
6.000% due 06/01/19		500,000		468,750
Arch Coal Inc
7.000% due 06/15/19 ~		500,000		477,500
Complete Production Services Inc
8.000% due 12/15/16		250,000		251,250
Enbridge Energy Partners LP
4.200% due 09/15/21		500,000		496,218
Gazprom OAO Via Gaz Capital SA (Luxembourg)
5.092% due 11/29/15 ~		500,000		495,000
Key Energy Services Inc
6.750% due 03/01/21		500,000		483,750
Kinder Morgan Kansas Inc
5.150% due 03/01/15		500,000		507,500
Lukoil International Finance BV (Netherlands)
6.356% due 06/07/17 ~		500,000		505,000
Marathon Petroleum Corp
3.500% due 03/01/16 ~		750,000		774,499
Nabors Industries Inc
4.625% due 09/15/21 ~		1,000,000		985,115
Newfield Exploration Co
5.750% due 01/30/22		1,000,000		991,250
Occidental Petroleum Corp
1.750% due 02/15/17		1,000,000		994,506
Petrobras International Finance Co (Cayman)
5.375% due 01/27/21		750,000		765,750
Plains Exploration & Production Co
8.625% due 10/15/19		500,000		540,000
Precision Drilling Corp (Canada)
6.500% due 12/15/21 ~		100,000		99,000
TNK-BP Finance SA (Luxembourg)
6.250% due 02/02/15 ~		500,000		508,750
Weatherford International Ltd (Bermuda)
5.125% due 09/15/20		1,000,000		1,019,518
				10,363,356
Financials - 21.3%
Ally Financial Inc
8.300% due 02/12/15		1,000,000		991,250
American Honda Finance Corp
2.600% due 09/20/16 ~		1,250,000		1,257,649
American International Group Inc
4.875% due 09/15/16		1,000,000		960,354
6.400% due 12/15/20		500,000		510,945
AON Corp
3.125% due 05/27/16		1,500,000		1,502,993
Australia & New Zealand Banking Group Ltd (Australia)
2.125% due 01/10/14 ~		500,000		502,177
Bank of America Corp
5.875% due 01/05/21		500,000		468,760
Berkshire Hathaway Inc
2.200% due 08/15/16		1,500,000		1,512,564
3.750% due 08/15/21		1,500,000		1,526,730
BRE Properties Inc REIT
5.500% due 03/15/17		1,000,000		1,078,898
Camden Property Trust REIT
4.625% due 06/15/21		500,000		498,841
Capital One Financial Corp
4.750% due 07/15/21		750,000		753,802
Caterpillar Financial Services Corp
2.050% due 08/01/16		1,500,000		1,513,208
CIT Group Inc
7.000% due 05/01/14		131,995		134,801
Citigroup Inc
4.750% due 05/19/15		750,000		769,576
Daimler Finance North America LLC
2.625% due 09/15/16 ~		1,000,000		977,111
Dexus Diversified Trust (Australia)
5.600% due 03/15/21 ~		500,000		522,961
Ford Motor Credit Co LLC
7.000% due 10/01/13		500,000		526,367
FUEL Trust
3.984% due 06/15/16 ~		1,000,000		980,746
4.207% due 04/15/16 ~		500,000		498,954

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-9

A-4

PACIFIC LIFE FUNDS
PL INCOME FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Principal
	Amount		Value
General Electric Capital Corp
2.100% due 01/07/14	$	500,000	$	503,439
2.950% due 05/09/16		1,000,000		1,003,919
Host Hotels & Resorts LP REIT
5.875% due 06/15/19 ~		1,000,000		960,000
6.375% due 03/15/15		500,000		500,000
JPMorgan Chase & Co
3.150% due 07/05/16		1,000,000		995,247
JPMorgan Chase Bank NA
6.000% due 10/01/17		500,000		526,709
Lincoln National Corp
4.850% due 06/24/21		500,000		483,631
Marsh & McLennan Cos Inc
4.800% due 07/15/21		500,000		525,997
5.750% due 09/15/15		500,000		557,743
Merrill Lynch & Co Inc
6.875% due 04/25/18		500,000		501,328
Morgan Stanley
3.800% due 04/29/16		500,000		461,722
5.500% due 01/26/20		500,000		460,274
National Australia Bank Ltd (Australia)
3.000% due 07/27/16 ~		500,000		502,039
New York Life Global Funding
2.450% due 07/14/16 ~		500,000		508,863
PNC Funding Corp
2.700% due 09/19/16		600,000		601,147
Raymond James Financial Inc
4.250% due 04/15/16		500,000		505,993
The Goldman Sachs Group Inc
5.350% due 01/15/16		500,000		518,146
The Progressive Corp
3.750% due 08/23/21		500,000		511,867
Toyota Motor Credit Corp
2.000% due 09/15/16		1,000,000		997,281
3.400% due 09/15/21		400,000		404,922
UDR Inc REIT
4.250% due 06/01/18		500,000		512,388
Ventas Realty LP REIT
4.750% due 06/01/21		500,000		481,799
Wells Operating Partnership II LP REIT
5.875% due 04/01/18		750,000		767,879
				31,281,020
Health Care - 0.7%
HCA Inc
6.300% due 10/01/12		500,000		507,500
Thermo Fisher Scientific Inc
3.600% due 08/15/21		500,000		520,915
				1,028,415
Industrials - 8.5%
3M Co
1.375% due 09/29/16		1,000,000		996,502
AWAS Aviation Capital Ltd (Ireland)
7.000% due 10/15/16 ~		476,000		468,860
Boeing Capital Corp
2.125% due 08/15/16		500,000		506,870
Burlington Northern Santa Fe LLC
3.450% due 09/15/21		1,000,000		1,022,019
Continental Airlines 2010-1 Class A Pass Through Trust
4.750% due 01/12/21		500,000		480,000
Delta Air Lines 2010-1 Class A Pass Through Trust
6.200% due 07/02/18		707,449		728,673
Delta Air Lines Inc
9.500% due 09/15/14 ~		1,000,000		1,035,000
Florida East Coast Railway Corp
8.125% due 02/01/17		200,000		195,000
International Lease Finance Corp
5.650% due 06/01/14		750,000		699,375
7.125% due 09/01/18 ~		1,000,000		1,008,750
Lockheed Martin Corp
2.125% due 09/15/16		1,250,000		1,245,154
4.850% due 09/15/41		250,000		264,859
Owens Corning
6.500% due 12/01/16		500,000		540,317
Ryder System Inc
3.500% due 06/01/17		500,000		519,290
Union Pacific Corp
4.750% due 09/15/41		500,000		517,149
US Airways 2011-1 Pass Through Trust ‘A’
7.125% due 10/22/23		500,000		475,000
Waste Management Inc
2.600% due 09/01/16		1,750,000		1,757,364
				12,460,182
Information Technology - 1.2%
FLIR Systems Inc
3.750% due 09/01/16		500,000		498,690
International Business Machines Corp
1.950% due 07/22/16		1,250,000		1,263,286
				1,761,976
Materials - 7.3%
APERAM (Luxembourg)
7.375% due 04/01/16 ~		500,000		442,500
ArcelorMittal (Luxembourg)
5.250% due 08/05/20		750,000		671,235
ArcelorMittal USA Inc
6.500% due 04/15/14		500,000		534,392
Ball Corp
7.125% due 09/01/16		1,000,000		1,055,000
Bemis Co Inc
4.500% due 10/15/21		1,000,000		1,015,532
Berry Plastics Corp
4.999% due 02/15/15 §		500,000		465,000
Braskem Finance Ltd (Cayman)
5.750% due 04/15/21 ~		500,000		461,300
FMG Resources August 2006 Pty Ltd (Australia)
6.375% due 02/01/16 ~		500,000		452,500
7.000% due 11/01/15 ~		500,000		467,500
International Paper Co
5.250% due 04/01/16		500,000		533,742
Inversiones CMPC SA (Chile)
4.750% due 01/19/18 ~		500,000		508,347
Quadra FNX Mining Ltd (Canada)
7.750% due 06/15/19 ~		500,000		486,250
Rio Tinto Finance USA Ltd (Australia)
2.250% due 09/20/16		1,500,000		1,499,432
Sealed Air Corp
8.125% due 09/15/19 ~		500,000		506,250
Teck Resources Ltd (Canada)
3.150% due 01/15/17		1,000,000		1,007,089
Vulcan Materials Co
6.500% due 12/01/16		750,000		692,500
				10,798,569
Telecommunication Services - 5.0%
America Movil Sab de CV (Mexico)
2.375% due 09/08/16		1,000,000		977,000
American Tower Corp
4.500% due 01/15/18		500,000		501,760
AT&T Inc
2.400% due 08/15/16		1,750,000		1,769,425

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-9

A-5

PACIFIC LIFE
FUNDS PL INCOME FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Principal
	Amount		Value
CenturyLink Inc
5.150% due 06/15/17	$	500,000	$	470,334
Frontier Communications Corp
7.875% due 04/15/15		750,000		755,625
Qwest Communications International Inc
8.000% due 10/01/15		500,000		522,500
Qwest Corp
7.500% due 06/15/23		750,000		744,575
Verizon Communications Inc
3.000% due 04/01/16		1,000,000		1,047,643
4.600% due 04/01/21		500,000		554,563
				7,343,425
Utilities - 2.7%
Calpine Corp
7.250% due 10/15/17 ~		500,000		485,000
Commonwealth Edison Co
1.950% due 09/01/16		1,000,000		992,668
Dominion Resources Inc
4.900% due 08/01/41		250,000		260,552
Eskom Holdings Ltd (South Africa)
5.750% due 01/26/21 ~		250,000		255,000
Southern Co
1.950% due 09/01/16		1,000,000		997,291
The AES Corp
7.750% due 03/01/14		1,000,000		1,025,000
				4,015,511
Total Corporate Bonds & Notes (Cost $104,736,459)				103,839,794
SENIOR LOAN NOTES - 8.3%
Consumer Discretionary - 2.6%
Burger King Corp Term B
4.500% due 10/19/16 §		496,250		479,812
Capital Automotive LP Tranche B
5.000% due 03/11/17 §		986,293		943,144
Delphi Corp Term B
3.500% due 03/31/17 §		427,632		423,890
Interactive Data Corp Term B
4.500% due 02/11/18 §		498,747		481,290
Jo-Ann Stores Inc
4.750% due 03/16/18 §		498,750		465,084
Petco Animal Supplies Inc Term B (1st Lien)
4.500% due 11/30/17 §		495,000		469,734
The Neiman Marcus Group Inc
4.750% due 05/16/18 §		500,000		464,792
				3,727,746
Consumer Staples - 1.3%
NBTY Inc Term Loan B-1 due 10/01/17 ¥		500,000		486,195
Reynolds Group Holdings Inc Tranche C
6.500% due 08/09/18 §		500,000		485,209
Sprouts Farmers Markets Holdings LLC (Initial Term Loan)
6.000% due 04/18/18 §		497,500		472,625
U.S. Foodservice
5.750% due 03/31/17 §		497,500		471,795
				1,915,824
Financials - 0.3%
Nuveen Investments Inc (Extended 1st Lien)
5.819% due 05/13/17 §		500,000		465,749
Health Care - 0.7%
Capsugel Holdings US Inc due 08/01/18 ¥		1,000,000		987,813
Industrials - 2.3%
AWAS Finance Luxembourg SARL Term B
5.250% due 06/10/16 §		489,362		483,244
CSC Holdings LLC Incremental B-3 due 03/29/16 ¥		750,000		733,829
KAR Auction Services Inc
5.000% due 05/19/17 §		498,750		484,099
Nielson Finance LLC ‘C’ (Dollar Term Loan)
3.476% due 05/02/16 §		746,222		723,835
Sensus USA Inc (1st Lien)
4.752% due 05/09/17 §		497,500		478,844
Transdigm Inc
4.000% due 02/15/17 §		498,744		488,455
				3,392,306
Materials - 0.8%
Exopack LLC Term B
6.500% due 05/31/17 §		498,750		468,825
Rock-Tenn Co Term B due 05/28/18 ¥		750,000		746,094
				1,214,919
Telecommunication Services - 0.3%
Intelstat Jackson Holdings SA Tranche B
5.250% due 04/02/18 §		500,000		482,604
Total Senior Loan Notes (Cost $12,475,821)				12,186,961
U.S. TREASURY OBLIGATIONS - 10.0%
U.S. Treasury Bonds - 1.8%
3.750% due 08/15/41		2,250,000		2,630,039
U.S. Treasury Notes - 8.2%
0.125% due 08/31/13		1,000,000		997,813
0.500% due 08/15/14		1,250,000		1,254,009
0.750% due 06/15/14		1,000,000		1,010,235
1.000% due 08/31/16		1,000,000		1,003,355
1.000% due 09/30/16		1,000,000		1,002,496
1.500% due 07/31/16		1,000,000		1,027,735
1.500% due 08/31/18		1,500,000		1,509,375
1.750% due 05/31/16		2,250,000		2,341,771
2.250% due 07/31/18		1,750,000		1,849,122
				11,995,911
Total U.S. Treasury Obligations (Cost $14,386,353)				14,625,950

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-9

A-6

PACIFIC LIFE FUNDS
PL INCOME FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Principal
	Amount		Value
FOREIGN GOVERNMENT BONDS & NOTES - 0.7%
Export-Import Bank of Korea (South Korea) 3.750% due 10/20/16	$	500,000	$	490,523
Korea Development Bank (South Korea) 4.000% due 09/09/16		500,000		497,354
Total Foreign Government Bonds & Notes (Cost $994,692)				987,877

	Shares
SHORT-TERM INVESTMENT - 10.9%
Money Market Fund - 10.9%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		16,006,868		16,006,868
Total Short-Term Investment (Cost $16,006,868)				16,006,868
TOTAL INVESTMENTS - 100.6% (Cost $148,600,193)				147,647,450
OTHER ASSETS & LIABILITIES, NET — (0.6%)				(904,850	)
NET ASSETS - 100.0%			$	146,742,600

Notes to Schedule of Investments

(a) As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:

Corporate Bonds & Notes	70.7	%
Short-Term Investment	10.9	%
U.S. Treasury Obligations	10.0	%
Senior Loan Notes	8.3	%
Foreign Government Bonds & Notes	0.7	%
	100.6	%
Other Assets & Liabilities, Net	(0.6	)%
	100.0	%

(b) As of September 30, 2011, the fund’s Standard & Poor’s quality ratings as a percentage of fixed income investments were as follows:

AA/U.S. Government & Agency Issues	18.7	%
A	21.4	%
BBB	35.2	%
BB	17.3	%
B	7.1	%
Not Rated	0.3	%
	100.0	%

(c) Pursuant to the terms of the following senior loan agreement, the fund had an unfunded loan commitment of $748,125 or 0.5% of net assets as of September 30, 2011, which could be extended at the option of the borrower:

	Unfunded
	Loan				Unrealized
Borrower	Commitment		Value		Depreciation
Lamar Media Corp Term B	$	748,125	$	741,562	$	(6,563	)

(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 11 in Notes to Financial Statements) as of September 30, 2011:

					Level 2		Level 3
	Total Value at		Level 1		Significant		Significant
	September 30, 2011		Quoted Price		Observable Inputs		Unobservable Inputs
Assets
Corporate Bonds & Notes	$	103,839,794	$	—	$	102,156,121	$	1,683,673
Senior Loan Notes		12,186,961		—		12,186,961		—
U.S. Treasury Obligations		14,625,950		—		14,625,950		—
Foreign Government Bonds & Notes		987,877		—		987,877		—
Short-Term Investment		16,006,868		16,006,868		—		—
Unfunded Loan Commitment		741,562		—		741,562		—
Total	$	148,389,012	$	16,006,868	$	130,698,471	$	1,683,673

The following is a reconciliation of investments for significant unobservable inputs (Level 3) used in valuing the fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) for the six-month period ended September 30, 2011:

	Corporate Bonds
	& Notes
|
Value, Beginning of Period	$	1,504,015
Purchases		985,000
Sales		(729,375	)
Accrued Discounts (Premiums)		(2,444	)
Net Realized Losses		(23,810	)
Change in Net Unrealized Depreciation		(49,713	)
Transfers In		—
Transfers Out		—
Value, End of Period	$	1,683,673
Change in Net Unrealized Depreciation on Level 3 Investments Held at the End of Period, if Applicable	$	(49,713	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-9

A-7

PACIFIC LIFE FUNDS
PL MONEY MARKET FUND
Schedule of Investments
September 30, 2011 (Unaudited)

	Principal
	Amount		Value
SHORT-TERM INVESTMENTS - 100.3%
Commercial Paper - 86.0%
Air Products & Chemicals Inc
0.080% due 10/14/11	$	750,000	$	749,978
0.090% due 10/24/11		750,000		749,957
American Honda Finance Corp
0.160% due 10/20/11		500,000		499,958
ANZ National International Ltd (United Kingdom)
0.285% due 10/11/11		1,600,000		1,599,871
Colgate-Palmolive Co
0.030% due 10/18/11		1,000,000		999,986
Commonwealth Bank of Australia (Australia)
0.267% due 12/21/11		1,000,000		999,393
Emerson Electric Co
0.040% due 10/20/11		600,000		599,987
General Electric Capital Corp
0.160% due 10/13/11		1,200,000		1,199,936
Hewlett-Packard Co
0.140% due 10/03/11		1,000,000		999,992
Illinois Tool Works Inc
0.050% due 10/14/11		500,000		499,991
0.060% due 10/12/11		750,000		749,986
International Business Machines Corp
0.030% due 10/20/11		800,000		799,987
0.050% due 10/18/11		500,000		499,988
John Deere Credit Ltd (Australia)
0.120% due 10/06/11		750,000		749,988
Johnson & Johnson
0.070% due 11/18/11		1,700,000		1,699,841
Kreditanstalt fuer Wiederaufbau (Germany)
0.130% due 10/07/11		500,000		499,989
0.190% due 12/05/11		1,000,000		999,657
L’Oreal USA Inc
0.050% due 10/05/11		500,000		499,997
0.060% due 10/04/11		800,000		799,996
Medtronic Inc
0.100% due 11/17/11		900,000		899,883
National Rural Utilities Cooperative Finance Corp
0.100% due 10/25/11		1,000,000		999,933
Nestle Finance International Ltd (Luxembourg)
0.090% due 10/20/11		1,000,000		999,953
0.100% due 10/06/11		500,000		499,993
NetJets Inc
0.100% due 11/02/11		1,000,000		999,911
Northwestern University
0.120% due 10/12/11		750,000		749,973
0.140% due 12/23/11		500,000		499,839
Novartis Finance Corp
0.040% due 10/04/11		700,000		699,998
Philip Morris International Inc
0.060% due 10/05/11		1,250,000		1,249,992
0.070% due 10/06/11		500,000		499,995
Roche Holdings Inc
0.060% due 10/12/11		700,000		699,987
The Coca-Cola Co
0.120% due 10/21/11		1,450,000		1,449,903
The Walt Disney Co
0.070% due 11/28/11		1,000,000		999,887
Toronto-Dominion Holdings USA Inc
0.160% due 10/17/11		600,000		599,957
Toyota Motor Credit Corp
0.250% due 12/09/11		1,000,000		999,521
United Technologies Corp
0.060% due 10/24/11		1,100,000		1,099,958
Wal-Mart Stores Inc
0.060% due 10/14/11		500,000		499,989
				30,647,150
U.S. Treasury Bills - 14.0%
0.011% due 12/01/11		2,000,000		1,999,963
0.040% due 11/10/11		2,000,000		1,999,911
0.060% due 03/08/12		1,000,000		999,735
				4,999,609

	Shares
Money Market Fund - 0.3%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		89,866		89,866
Total Short-Term Investments (Amortized Cost $35,736,625)				35,736,625
TOTAL INVESTMENTS - 100.3% (Amortized Cost $35,736,625)				35,736,625
OTHER ASSETS & LIABILITIES, NET — (0.3%)				(89,680	)
NET ASSETS - 100.0%			$	35,646,945

Notes to Schedule of Investments

(a) As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:

Commercial Paper	86.0	%
U.S. Treasury Bills	14.0	%
Money Market Fund	0.3	%
	100.3	%
Other Assets & Liabilities, Net	(0.3	%)
	100.0	%

(b) As of September 30, 2011, the fund’s Standard & Poor’s quality ratings as a percentage of fixed income investments were as follows:

A-1 (Short-term Debt Only) 100.0 %

(c)	Short-term investments reflect either the stated coupon rate or the annualized effective yield on the date of purchase for discounted investments.
(d)	Fair Value Measurements
	The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) as of September 30, 2011:

					Level 2		Level 3
	Total Value at		Level 1		Significant		Significant
	September 30, 2011		Quoted Price		Observable Inputs		Unobservable Inputs
Assets
Short-Term Investments	$	35,736,625	$	89,866	$	35,646,759	$	—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-9

A-8

PACIFIC LIFE FUNDS
Schedule of Investments (Continued)
Explanation of Symbols and Terms
September 30, 2011 (Unaudited)

Explanation of Symbols:

*	Non-income producing investments.
~	Securities are not registered under the Securities Act of 1933 (1933 Act). These securities are either (1) exempt from registration pursuant to Rule 144A 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.
§	Variable rate investments. The rate shown is based on the latest available information as of September 30, 2011. For Senior Loan Notes, the rate shown may represent a weighted average interest rate.
¥	Unsettled position. Contract rates do not take effect until settlement date.

Abbreviation:

REIT Real Estate Investment Trust

See Notes to Financial Statements

A-9

PACIFIC LIFE FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
SEPTEMBER 30, 2011 (Unaudited)

	PL Portfolio Optimization Funds
			Moderate-				Moderate-				PL Income		PL Money Market
	Conservative Fund		Conservative Fund		Moderate Fund		Aggressive Fund		Aggressive Fund		Fund		Fund
ASSETS
Investments, at cost	$	302,754,882	$	301,233,326	$	811,639,205	$	604,488,222	$	191,141,090	$	148,600,193	$	35,736,625
Investments in affiliated mutual funds, at value	$	313,269,291	$	307,778,428	$	808,146,361	$	589,935,966	$	192,864,986	$	—	$	—
Investments, at value		—		—		—		—		—		147,647,450		35,736,625
Cash		—		—		—		—		—		38,710		—
Receivables:
Dividends and interest		—		—		—		—		—		1,213,608		—
Fund shares sold		1,460,521		1,502,856		2,668,508		1,865,896		426,698		3,718,442		128,762
Securities sold		—		—		—		—		—		2,212,238		—
Due from adviser		32,424		31,811		82,383		66,045		26,621		44,713		6,857
Prepaid expenses and other assets		5,824		14,258		40,007		30,368		9,146		94,481		18,726
Total Assets		314,768,060		309,327,353		810,937,259		591,898,275		193,327,451		154,969,642		35,890,970
LIABILITIES
Payables:
Fund shares redeemed		801,739		949,353		2,161,112		873,476		1,332,629		827,256		221,792
Securities purchased		423,663		474,493		91,863		386,265		106,283		7,202,510		—
Income distributions		—		—		—		—		—		64,684		—
Accrued advisory fees		51,561		51,262		136,962		100,638		33,357		55,527		—
Accrued administration fees		38,671		38,446		102,721		75,479		25,018		27,331		—
Accrued support service expenses		12,381		12,580		35,932		27,768		9,709		312		896
Accrued custodian fees and expenses		3,616		3,616		3,617		3,616		3,616		14,377		6,340
Accrued transfer agency out-of-pocket expenses		20,946		23,027		67,607		56,904		19,963		3,742		3,264
Accrued legal, audit and tax service fees		29,339		29,322		83,648		65,884		23,544		7,001		4,213
Accrued trustees’ fees and expenses and deferred compensation		2,235		2,794		8,610		7,652		2,900		164		3,796
Accrued distribution and/or service fees		27,504		26,232		69,254		50,908		16,043		4,948		507
Accrued other		17,560		18,224		50,387		39,181		14,031		12,627		3,217
Unfunded loan commitment depreciation		—		—		—		—		—		6,563		—
Total Liabilities		1,429,215		1,629,349		2,811,713		1,687,771		1,587,093		8,227,042		244,025
NET ASSETS	$	313,338,845	$	307,698,004	$	808,125,546	$	590,210,504	$	191,740,358	$	146,742,600	$	35,646,945

See Notes to Financial Statements

B-1

PACIFIC LIFE FUNDS
STATEMENTS OF ASSETS AND LIABILITIES (Continued)
SEPTEMBER 30, 2011 (Unaudited)

	PL Portfolio Optimization Funds
				Moderate-						Moderate-						PL Income			PL Money Market
	Conservative Fund			Conservative Fund			Moderate Fund			Aggressive Fund			Aggressive Fund			Fund			Fund
NET ASSETS CONSIST OF:
Paid-in capital	$	306,654,268		$	312,431,260		$	849,023,048		$	656,443,174		$	230,509,138		$	146,725,869		$	35,650,763
Undistributed/accumulated net investment income (loss)		(1,485,512	)		(995,539	)		(2,027,285	)		(1,398,824	)		(483,508	)		14,927			(3,702	)
Undistributed/accumulated net realized gain (loss)		(2,344,320	)		(10,282,819	)		(35,377,373	)		(50,281,590	)		(40,009,168	)		961,110			(116	)
Net unrealized appreciation (depreciation) on investments		10,514,409			6,545,102			(3,492,844	)		(14,552,256	)		1,723,896			(959,306	)		—
NET ASSETS	$	313,338,845		$	307,698,004		$	808,125,546		$	590,210,504		$	191,740,358		$	146,742,600		$	35,646,945
Class A Shares:
Net Assets	$	143,393,184		$	144,887,859		$	397,693,669		$	287,574,822		$	99,522,882		$	87,525,587		$	35,646,945
Shares of beneficial interest outstanding		13,575,617			13,737,644			37,089,792			27,495,067			9,684,987			8,552,155			35,657,903
Net Asset Value per share*	$	10.56		$	10.55		$	10.72		$	10.46		$	10.28		$	10.23		$	1.00
Sales Charge (1)		0.61			0.61			0.62			0.61			0.60			0.45			—
Maximum offering price per share	$	11.17		$	11.16		$	11.34		$	11.07		$	10.88		$	10.68		$	1.00
Class B Shares:
Net Assets	$	25,506,089		$	31,219,237		$	92,127,296		$	77,847,040		$	26,131,990
Shares of beneficial interest outstanding		2,444,973			2,995,325			8,691,638			7,555,914			2,618,998
Net Asset Value and offering price per share*	$	10.43		$	10.42		$	10.60		$	10.30		$	9.98
Class C Shares:
Net Assets	$	134,426,333		$	115,062,811		$	295,928,108		$	206,948,840		$	60,984,767		$	16,239,995
Shares of beneficial interest outstanding		12,895,345			11,042,025			27,961,275			20,139,001			6,112,481			1,584,644
Net Asset Value and offering price per share*	$	10.42		$	10.42		$	10.58		$	10.28		$	9.98		$	10.25
Class R Shares:
Net Assets	$	10,013,239		$	16,528,097		$	22,376,473		$	17,839,802		$	5,100,719
Shares of beneficial interest outstanding		952,324			1,573,788			2,096,378			1,711,318			500,664
Net Asset Value per share	$	10.51		$	10.50		$	10.67		$	10.42		$	10.19
Class I Shares:
Net Assets																$	42,977,018
Shares of beneficial interest outstanding																	4,197,072
Net Asset Value per share																$	10.24

*	Redemption price per share is equal to the Net Asset Value per share less any applicable contingent deferred sales charge.
(1)	The PL Portfolio Optimization Funds are subject to a maximum 5.50% front-end sales charge, the PL Income Fund is subject to a maximum 4.25% front-end sales charge, and the PL Money Market Fund is not subject to a 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, 2011 (Unaudited)

	PL Portfolio Optimization Funds
				Moderate-						Moderate-						PL Income			PL Money Market
	Conservative Fund			Conservative Fund			Moderate Fund			Aggressive Fund			Aggressive Fund			Fund			Fund
INVESTMENT INCOME
Dividends from mutual fund investments	$	—		$	—		$	—		$	—		$	—		$	1		$	—
Interest		—			—			—			—			—			1,866,102			24,769
Other		—			—			—			—			—			1,718			—
Total Investment Income		—			—			—			—			—			1,867,821			24,769
EXPENSES
Advisory fees		301,155			304,998			855,634			646,359			222,229			227,012			37,255
Administration fees		225,866			228,748			641,726			484,770			166,672			97,221			55,883
Support services expenses		26,801			27,549			78,713			61,284			21,537			10,319			6,571
Custodian fees and expenses		4,342			4,342			4,342			4,342			4,342			15,209			7,712
Shareholder report expenses		20,488			20,828			59,514			46,597			16,472			11,984			2,880
Distribution and/or service fees (1)
Class A		175,643			180,635			518,720			389,363			142,858			44,398			46,569
Class B		120,614			154,064			481,772			426,732			150,415			—			—
Class C		635,987			568,360			1,598,034			1,153,966			360,306			16,522			—
Class R		23,302			40,014			61,744			46,823			14,496			—			—
Transfer agency out-of-pocket expenses		45,057			48,553			142,835			119,642			41,467			7,891			4,662
Registration fees		46,416			37,706			60,502			50,420			36,347			28,490			13,341
Legal, audit and tax service fees		30,120			30,731			87,757			68,550			24,196			8,284			4,159
Trustees’ fees and expenses		6,943			7,037			20,086			15,737			5,576			1,530			974
Offering expenses		—			—			—			—			—			91,748			—
Other		13,409			12,216			31,574			25,993			9,867			10,117			4,150
Total Expenses		1,676,143			1,665,781			4,642,953			3,540,578			1,216,780			570,725			184,156
Advisory Fee Waiver (2)		—			—			—			—			—			—			(37,255	)
Adviser Reimbursement and/or Administrator Fee Reduction (2)		(192,172	)		(188,544	)		(486,051	)		(392,549	)		(159,789	)		(214,689	)		(100,332	)
Distribution and/or Service Fees Waiver (2)		—			—			—			—			—			—			(21,797	)
Net Expenses		1,483,971			1,477,237			4,156,902			3,148,029			1,056,991			356,036			24,772
NET INVESTMENT INCOME (LOSS)		(1,483,971	)		(1,477,237	)		(4,156,902	)		(3,148,029	)		(1,056,991	)		1,511,785			(3	)
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
Investment security transactions in affiliated mutual funds		1,003,496			(311,752	)		(361,839	)		(731,716	)		(616,057	)		—			—
Investment security transactions		20			20			57			45			16			466,709			(150	)
Net Realized Gain (Loss)		1,003,516			(311,732	)		(361,782	)		(731,671	)		(616,041	)		466,709			(150	)
Change In Net Unrealized Appreciation (Depreciation) On:
Investment securities in affiliated mutual funds		(9,421,011	)		(19,269,582	)		(84,772,809	)		(87,171,525	)		(37,130,080	)		—			—
Investment securities		—			—			—			—			—			(1,072,167	)		—
Unfunded loan commitments		—			—			—			—			—			(6,563	)		—
Change in Net Unrealized Appreciation (Depreciation)		(9,421,011	)		(19,269,582	)		(84,772,809	)		(87,171,525	)		(37,130,080	)		(1,078,730	)		—
NET LOSS		(8,417,495	)		(19,581,314	)		(85,134,591	)		(87,903,196	)		(37,746,121	)		(612,021	)		(150	)
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS	$	(9,901,466	)	$	(21,058,551	)	$	(89,291,493	)	$	(91,051,225	)	$	(38,803,112	)	$	899,764		$	(153	)

(1)	See Notes 1 and 3 in Notes to Financial Statements.
(2)	See Note 5 in Notes to Financial Statements.

See Notes to Financial Statements

B-3

PACIFIC LIFE FUNDS
STATEMENTS OF CHANGES IN NET ASSETS

	PL Portfolio Optimization						PL Portfolio Optimization						PL Portfolio Optimization						PL Portfolio Optimization
	Conservative Fund						Moderate-Conservative Fund						Moderate Fund						Moderate-Aggressive Fund
	Six-Month						Six-Month						Six-Month						Six-Month
	Period Ended						Period Ended						Period Ended						Period Ended
	September 30, 2011 (1)			Year Ended March 31, 2011			September 30, 2011 (1)			Year Ended March 31, 2011			September 30, 2011 (1)			Year Ended March 31, 2011			September 30, 2011 (1)			Year Ended March 31, 2011
OPERATIONS
Net investment income (loss)	$	(1,483,971	)	$	2,426,963		$	(1,477,237	)	$	1,742,933		$	(4,156,902	)	$	3,443,119		$	(3,148,029	)	$	1,257,765
Net realized gain (loss)		1,003,516			5,614,508			(311,732	)		1,177,208			(361,782	)		(4,722,550	)		(731,671	)		(7,062,030	)
Net change in unrealized appreciation (depreciation)		(9,421,011	)		9,101,884			(19,269,582	)		18,241,955			(84,772,809	)		77,730,242			(87,171,525	)		79,657,093
Net Increase (Decrease) in Net Assets Resulting from Operations		(9,901,466	)		17,143,355			(21,058,551	)		21,162,096			(89,291,493	)		76,450,811			(91,051,225	)		73,852,828
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		—			(3,593,206	)		—			(2,708,809	)		—			(5,861,904	)		—			(3,198,720	)
Class B		—			(479,073	)		—			(453,971	)		—			(947,544	)		—			(413,315	)
Class C		—			(2,524,717	)		—			(1,680,826	)		—			(3,190,968	)		—			(1,199,785	)
Class R		—			(227,648	)		—			(297,015	)		—			(392,225	)		—			(140,419	)
Net Decrease in Net Assets Resulting from Dividends and Distributions to Shareholders		—			(6,824,644	)		—			(5,140,621	)		—			(10,392,641	)		—			(4,952,239	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
B-4 Class A		45,287,822			104,781,421			42,557,091			80,784,715			113,978,344			185,986,071			67,160,334			121,425,845
Class B		5,694,252			12,759,957			7,144,872			12,279,576			17,074,021			33,183,939			12,149,598			22,860,115
Class C		44,043,815			88,154,402			27,493,108			55,590,836			60,368,036			123,838,803			31,369,858			65,553,149
Class R		3,011,814			4,081,989			5,070,308			7,703,990			6,596,634			11,894,550			5,212,461			7,156,992
Dividends and distribution reinvestments
Class A		—			2,892,117			—			2,437,411			—			5,379,578			—			2,983,736
Class B		—			427,599			—			424,066			—			899,819			—			398,886
Class C		—			2,127,507			—			1,479,706			—			2,904,360			—			1,118,086
Class R		—			227,284			—			297,015			—			391,387			—			140,419
Cost of shares repurchased
Class A		(27,833,719	)		(51,195,607	)		(20,812,050	)		(36,084,313	)		(58,509,410	)		(84,457,616	)		(37,524,284	)		(80,660,446	)
Class B		(1,619,586	)		(5,031,808	)		(2,143,104	)		(5,109,134	)		(6,714,021	)		(14,909,440	)		(5,872,246	)		(17,358,312	)
Class C		(22,638,200	)		(44,764,772	)		(11,806,796	)		(20,738,361	)		(39,152,058	)		(54,487,355	)		(22,545,389	)		(51,398,155	)
Class R		(1,576,181	)		(3,774,101	)		(2,723,701	)		(4,035,851	)		(5,394,220	)		(15,183,105	)		(1,962,694	)		(3,961,554	)
Net Increase in Net Assets from Capital Share Transactions		44,370,017			110,685,988			44,779,728			95,029,656			88,247,326			195,440,991			47,987,638			68,258,761
NET INCREASE (DECREASE) IN NET ASSETS		34,468,551			121,004,699			23,721,177			111,051,131			(1,044,167	)		261,499,161			(43,063,587	)		137,159,350
NET ASSETS
Beginning of Year or Period		278,870,294			157,865,595			283,976,827			172,925,696			809,169,713			547,670,552			633,274,091			496,114,741
End of Year or Period	$	313,338,845		$	278,870,294		$	307,698,004		$	283,976,827		$	808,125,546		$	809,169,713		$	590,210,504		$	633,274,091
Undistributed/Accumulated Net Investment Income (Loss)	$	(1,485,512	)	$	(1,541	)	$	(995,539	)	$	481,698		$	(2,027,285	)	$	2,129,617		$	(1,398,824	)	$	1,749,205

(1) Unaudited.

See Notes to Financial Statements

B-4

PACIFIC LIFE FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	PL Portfolio Optimization						PL Income						PL Money Market
	Aggressive Fund						Fund(1)						Fund
	Six-Month						Six-Month						Six-Month
	Period Ended						Period Ended						Period Ended
	September 30,			Year Ended			September 30,			Period Ended			September 30,			Year Ended
	2011(2)			March 31, 2011			2011(2)			March 31, 2011			2011(2)			March 31, 2011
OPERATIONS
Net investment income (loss)	$	(1,056,991	)	$	161,068		$	1,511,785		$	459,207		$	(3	)	$	(34	)
Net realized gain (loss)		(616,041	)		(5,865,275	)		466,709			501,867			(150	)		34
Net change in unrealized appreciation (depreciation)		(37,130,080	)		36,869,932			(1,078,730	)		119,424			—			—
Net Increase (Decrease) in Net Assets Resulting from Operations		(38,803,112	)		31,165,725			899,764			1,080,498			(153	)		—
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		—			(653,565	)		(619,967	)		(23,783	)		—			—
Class B		—			(139,088	)		—			—			—			—
Class C		—			(314,226	)		(54,099	)		—			—			—
Class R		—			(27,172	)		—			—			—			—
Class I		—			—			(829,067	)		(437,607	)		—			—
Net Decrease in Net Assets Resulting from Dividends and Distributions to Shareholders		—			(1,134,051	)		(1,503,133	)		(461,390	)		—			—
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		17,957,593			38,968,570			88,368,300			5,581,764			27,536,823			88,260,849
Class B		2,627,089			6,508,358			—			—			—			—
Class C		12,641,165			30,970,677			16,837,586			—			—			—
Class R		1,725,134			2,314,952			—			—			—			—
Class I		—			—			340,135			50,161,102			—			—
Dividends and distribution reinvestments
Class A		—			628,094			401,089			16,590			—			—
Class B		—			133,256			—			—			—			—
Class C		—			294,024			42,710			—			—			—
Class R		—			27,172			—			—			—			—
Class I		—			—			829,067			437,607			—			—
Cost of shares repurchased
Class A		(13,010,227	)		(39,713,135	)		(5,626,742	)		(285,716	)		(30,332,246	)		(84,487,252	)
Class B		(1,804,118	)		(8,809,245	)		—			—			—			—
Class C		(14,527,814	)		(33,444,485	)		(454,969	)		—			—			—
Class R		(1,165,187	)		(1,932,830	)		—			—			—			—
Class I		—			—			(9,921,662	)		—			—			—
Net Increase (Decrease) in Net Assets from Capital Share Transactions		4,443,635			(4,054,592	)		90,815,514			55,911,347			(2,795,423	)		3,773,597
NET INCREASE (DECREASE) IN NET ASSETS		(34,359,477	)		25,977,082			90,212,145			56,530,455			(2,795,576	)		3,773,597
NET ASSETS
Beginning of Year or Period		226,099,835			200,122,753			56,530,455			—			38,442,521			34,668,924
End of Year or Period	$	191,740,358		$	226,099,835		$	146,742,600		$	56,530,455		$	35,646,945		$	38,442,521
Undistributed/Accumulated Net Investment Income (Loss)	$	(483,508	)	$	573,483		$	14,927		$	6,275		$	(3,702	)	$	(3,699	)

(1)	Operations commenced on December 31, 2010.
(2)	Unaudited.

See Notes to Financial Statements

B-5

PACIFIC LIFE FUNDS
FINANCIAL HIGHLIGHTS
Selected per share, ratios and supplemental data for each year or period ended were as follows:

				Investment Activities									Distributions											Ratios/Supplemental Data
																													Ratios of			Ratios of			Ratios of
																													Expenses			Expenses			Net
		Net Asset					Net															Net					Net Assets,		Before			After			Investment
		Value,		Net			Realized						Distributions			Distributions						Asset					End of		Expense			Expense			Income
		Beginning		Investment			and			Total from			from Net			from						Value, End					Year or		Reductions			Reductions			(Loss) to			Portfolio
		of Year or		Income			Unrealized			Investment			Investment			Capital			Total			of Year		Total			Period		to Average Net			to Average Net			Average Net			Turnover
For the Year or Period Ended		Period		(Loss) (1)			Gain (Loss)			Activities			Income			Gains			Distributions			or Period		Returns (2)			(in thousands)		Assets (3)			Assets (3), (4)			Assets (3)			Rates
PL Portfolio Optimization Conservative Fund
Class A:	4/1/2011 - 9/30/2011 (5)	$	10.87	$	(0.03	)	$	(0.28	)	$	(0.37	)	$	—		$	—		$	—		$	10.56		(2.85	)%	$	143,393		0.73	%		0.60	%		(0.60	)%		7.12	%
	4/1/2010 - 3/31/2011		10.41		0.15			0.63			0.78			(0.32	)		—			(0.32	)		10.87		7.60	%		130,249		0.78	%		0.53	%		1.43	%		18.42	%
	4/1/2009 - 3/31/2010		8.84		0.32			1.59			1.91			(0.31	)		(0.03	)		(0.34	)		10.41		21.67	%		68,938		0.95	%		0.20	%		3.20	%		20.50	%
	4/1/2008 - 3/31/2009		10.55		0.37			(1.50	)		(1.13	)		(0.55	)		(0.03	)		(0.58	)		8.84		(10.78	)%		32,817		0.95	%		0.16	%		3.91	%		26.41	%
	4/1/2007 - 3/31/2008		10.51		0.34			0.19			0.53			(0.35	)		(0.14	)		(0.49	)		10.55		5.15	%		24,003		0.94	%		0.00	%		3.20	%		43.30	%
	4/1/2006 - 3/31/2007		10.34		0.29			0.33			0.62			(0.28	)		(0.17	)		(0.45	)		10.51		6.12	%		11,730		1.37	%		0.02	%		2.77	%		35.84	%
Class B:	4/1/2011 - 9/30/2011 (5)	$	10.78	$	(0.07	)	$	(0.28	)	$	(0.35	)	$	—		$	—		$	—		$	10.43		(3.25	)%	$	25,506		1.48	%		1.35	%		(1.35	)%		7.12	%
	4/1/2010 - 3/31/2011		10.34		0.07			0.63			0.70			(0.26	)		—			(0.26	)		10.78		6.80	%		22,282		1.53	%		1.27	%		0.68	%		18.42	%
	4/1/2009 - 3/31/2010		8.77		0.24			1.60			1.84			(0.24	)		(0.03	)		(0.27	)		10.34		21.07	%		13,336		1.70	%		0.95	%		2.45	%		20.50	%
	4/1/2008 - 3/31/2009		10.49		0.30			(1.50	)		(1.20	)		(0.49	)		(0.03	)		(0.52	)		8.77		(11.51	)%		8,306		1.70	%		0.91	%		3.16	%		26.41	%
	4/1/2007 - 3/31/2008		10.46		0.26			0.19			0.45			(0.28	)		(0.14	)		(0.42	)		10.49		4.42	%		4,895		1.69	%		0.75	%		2.45	%		43.30	%
	4/1/2006 - 3/31/2007		10.30		0.23			0.33			0.56			(0.23	)		(0.17	)		(0.40	)		10.46		5.52	%		2,822		1.93	%		0.58	%		2.20	%		35.84	%
Class C:	4/1/2011 - 9/30/2011 (5)	$	10.77	$	(0.07	)	$	(0.28	)	$	(0.35	)	$	—		$	—		$	—		$	10.42		(3.25	)%	$	134,426		1.48	%		1.35	%		(1.35	)%		7.12	%
	4/1/2010 - 3/31/2011		10.33		0.07			0.63			0.70			(0.26	)		—			(0.26	)		10.77		6.81	%		117,458		1.53	%		1.27	%		0.68	%		18.42	%
	4/1/2009 - 3/31/2010		8.76		0.24			1.61			1.85			(0.25	)		(0.03	)		(0.28	)		10.33		21.14	%		67,620		1.70	%		0.95	%		2.45	%		20.50	%
	4/1/2008 - 3/31/2009		10.49		0.30			(1.51	)		(1.21	)		(0.49	)		(0.03	)		(0.52	)		8.76		(11.63	)%		37,659		1.70	%		0.91	%		3.16	%		26.41	%
	4/1/2007 - 3/31/2008		10.45		0.26			0.20			0.46			(0.28	)		(0.14	)		(0.42	)		10.49		4.48	%		25,841		1.69	%		0.75	%		2.45	%		43.30	%
	4/1/2006 - 3/31/2007		10.29		0.23			0.33			0.56			(0.23	)		(0.17	)		(0.40	)		10.45		5.55	%		16,322		1.93	%		0.58	%		2.20	%		35.84	%
Class R:	4/1/2011 - 9/30/2011 (5)	$	10.83	$	(0.05	)	$	(0.27	)	$	(0.32	)	$	—		$	—		$	—		$	10.51		(2.86	)%	$	10,013		0.98	%		0.85	%		(0.85	)%		7.12	%
	4/1/2010 - 3/31/2011		10.38		0.13			0.61			0.74			(0.29	)		—			(0.29	)		10.83		7.25	%		8,881		1.03	%		0.75	%		1.20	%		18.42	%
	4/1/2009 - 3/31/2010		8.81		0.29			1.60			1.89			(0.29	)		(0.03	)		(0.32	)		10.38		21.53	%		7,972		1.20	%		0.45	%		2.95	%		20.50	%
	4/1/2008 - 3/31/2009		10.53		0.34			(1.50	)		(1.16	)		(0.53	)		(0.03	)		(0.56	)		8.81		(11.07	)%		3,197		1.20	%		0.41	%		3.66	%		26.41	%
	4/1/2007 - 3/31/2008		10.50		0.31			0.19			0.50			(0.33	)		(0.14	)		(0.47	)		10.53		4.90	%		1,629		1.19	%		0.25	%		2.95	%		43.30	%
	4/1/2006 - 3/31/2007		10.33		0.28			0.34			0.62			(0.28	)		(0.17	)		(0.45	)		10.50		6.13	%		216		1.43	%		0.10	%		2.68	%		35.84	%
PL Portfolio Optimization Moderate-Conservative Fund
Class A:	4/1/2011 - 9/30/2011 (5)	$	11.25	$	(0.03	)	$	(0.67	)	$	(0.70	)	$	—		$	—		$	—		$	10.55		(6.22	)%	$	144,888		0.72	%		0.60	%		(0.60	)%		4.94	%
	4/1/2010 - 3/31/2011		10.54		0.12			0.87			0.99			(0.28	)		—			(0.28	)		11.25		9.53	%		132,919		0.78	%		0.52	%		1.16	%		9.61	%
	4/1/2009 - 3/31/2010		8.36		0.26			2.19			2.45			(0.27	)		—			(0.27	)		10.54		29.60	%		78,160		0.95	%		0.20	%		2.58	%		10.42	%
	4/1/2008 - 3/31/2009		10.96		0.30			(2.36	)		(2.06	)		(0.44	)		(0.10	)		(0.54	)		8.36		(19.15	)%		39,518		0.92	%		0.14	%		3.10	%		31.68	%
	4/1/2007 - 3/31/2008		11.21		0.28			(0.01	)		0.27			(0.34	)		(0.18	)		(0.52	)		10.96		2.31	%		50,389		0.82	%		0.00	%		2.50	%		10.38	%
	4/1/2006 - 3/31/2007		10.87		0.23			0.61			0.84			(0.25	)		(0.25	)		(0.50	)		11.21		7.93	%		36,345		1.18	%		0.01	%		2.13	%		18.25	%
Class B:	4/1/2011 - 9/30/2011 (5)	$	11.17	$	(0.07	)	$	(0.68	)	$	(0.75	)	$	—		$	—		$	—		$	10.42		(6.71	)%	$	31,219		1.47	%		1.35	%		(1.35	)%		4.94	%
	4/1/2010 - 3/31/2011		10.47		0.04			0.87			0.91			(0.21	)		—			(0.21	)		11.17		8.78	%		28,411		1.53	%		1.27	%		0.41	%		9.61	%
	4/1/2009 - 3/31/2010		8.30		0.18			2.20			2.38			(0.21	)		—			(0.21	)		10.47		28.87	%		19,202		1.70	%		0.95	%		1.83	%		10.42	%
	4/1/2008 - 3/31/2009		10.89		0.23			(2.36	)		(2.13	)		(0.36	)		(0.10	)		(0.46	)		8.30		(19.85	)%		11,943		1.67	%		0.89	%		2.35	%		31.68	%
	4/1/2007 - 3/31/2008		11.15		0.20			(0.02	)		0.18			(0.26	)		(0.18	)		(0.44	)		10.89		1.53	%		15,092		1.57	%		0.75	%		1.75	%		10.38	%
	4/1/2006 - 3/31/2007		10.82		0.17			0.61			0.78			(0.20	)		(0.25	)		(0.45	)		11.15		7.39	%		12,098		1.75	%		0.58	%		1.56	%		18.25	%
Class C:	4/1/2011 - 9/30/2011 (5)	$	11.16	$	(0.07	)	$	(0.67	)	$	(0.74	)	$	—		$	—		$	—		$	10.42		(6.63	)%	$	115,063		1.47	%		1.35	%		(1.35	)%		4.94	%
	4/1/2010 - 3/31/2011		10.47		0.04			0.86			0.90			(0.21	)		—			(0.21	)		11.16		8.71	%		107,411		1.53	%		1.27	%		0.41	%		9.61	%
	4/1/2009 - 3/31/2010		8.30		0.18			2.20			2.38			(0.21	)		—			(0.21	)		10.47		28.87	%		65,086		1.70	%		0.95	%		1.83	%		10.42	%
	4/1/2008 - 3/31/2009		10.89		0.22			(2.35	)		(2.13	)		(0.36	)		(0.10	)		(0.46	)		8.30		(19.84	)%		40,640		1.67	%		0.89	%		2.35	%		31.68	%
	4/1/2007 - 3/31/2008		11.16		0.20			(0.02	)		0.18			(0.27	)		(0.18	)		(0.45	)		10.89		1.51	%		48,205		1.57	%		0.75	%		1.75	%		10.38	%
	4/1/2006 - 3/31/2007		10.83		0.17			0.61			0.78			(0.20	)		(0.25	)		(0.45	)		11.16		7.38	%		30,464		1.75	%		0.58	%		1.56	%		18.25	%

See Notes to Financial Statements See explanation of references on B-9

B-6

PACIFIC LIFE FUNDS
FINANCIAL HIGHLIGHTS (Continued)
Selected per share, ratios and supplemental data for each year or period ended were as follows:

				Investment Activities									Distributions											Ratios/Supplemental Data
																													Ratios of			Ratios of			Ratios of
																													Expenses			Expenses			Net
		Net Asset					Net															Net					Net Assets,		Before			After			Investment
		Value,		Net			Realized						Distributions			Distributions						Asset					End of		Expense			Expense			Income
		Beginning		Investment			and			Total from			from Net			from						Value, End					Year or		Reductions			Reductions			(Loss) to			Portfolio
		of Year or		Income			Unrealized			Investment			Investment			Capital			Total			of Year		Total			Period		to Average Net			to Average Net			Average Net			Turnover
For the Year or Period Ended		Period		(Loss) (1)			Gain (Loss)			Activities			Income			Gains			Distributions			or Period		Returns (2)			(in thousands)		Assets (3)			Assets (3), (4)			Assets (3)			Rates
PL Portfolio Optimization Moderate-Conservative Fund (Continued)
Class R:	4/1/2011 - 9/30/2011 (5)	$	11.22	$	(0.05	)	$	(0.67	)	$	(0.72	)	$	—		$	—		$	—		$	10.50		(6.42	)%	$	16,528		0.97	%		0.85	%		(0.85	)%		4.94	%
	4/1/2010 - 3/31/2011		10.51		0.10			0.86			0.96			(0.25	)		—			(0.25	)		11.22		9.32	%		15,236		1.03	%		0.76	%		0.91	%		9.61	%
	4/1/2009 - 3/31/2010		8.34		0.23			2.20			2.43			(0.26	)		—			(0.26	)		10.51		29.32	%		10,478		1.20	%		0.45	%		2.33	%		10.42	%
	4/1/2008 - 3/31/2009		10.94		0.27			(2.36	)		(2.09	)		(0.41	)		(0.10	)		(0.51	)		8.34		(19.36	)%		4,957		1.17	%		0.39	%		2.85	%		31.68	%
	4/1/2007 - 3/31/2008		11.20		0.25			(0.01	)		0.24			(0.32	)		(0.18	)		(0.50	)		10.94		2.03	%		3,031		1.07	%		0.25	%		2.25	%		10.38	%
	4/1/2006 - 3/31/2007		10.87		0.22			0.61			0.83			(0.25	)		(0.25	)		(0.50	)		11.20		7.84	%		1,373		1.25	%		0.10	%		2.04	%		18.25	%
PL Portfolio Optimization Moderate Fund
Class A:	4/1/2011 - 9/30/2011 (5)	$	11.88	$	(0.03	)	$	(1.13	)	$	(1.16	)	$	—		$	—		$	—		$	10.72		(9.76	)%	$	397,694		0.71	%		0.60	%		(0.60	)%		5.88	%
	4/1/2010 - 3/31/2011		10.81		0.10			1.19			1.29			(0.22	)		—			(0.22	)		11.88		12.10	%		384,999		0.77	%		0.52	%		0.91	%		9.36	%
	4/1/2009 - 3/31/2010		7.96		0.20			2.87			3.07			(0.22	)		—			(0.22	)		10.81		38.85	%		247,213		0.92	%		0.20	%		1.99	%		9.43	%
	4/1/2008 - 3/31/2009		11.51		0.23			(3.30	)		(3.07	)		(0.31	)		(0.17	)		(0.48	)		7.96		(27.25	)%		137,205		0.89	%		0.14	%		2.35	%		25.95	%
	4/1/2007 - 3/31/2008		12.08		0.23			(0.17	)		0.06			(0.35	)		(0.28	)		(0.63	)		11.51		0.28	%		192,707		0.78	%		0.00	%		1.90	%		5.01	%
	4/1/2006 - 3/31/2007		11.56		0.18			0.88			1.06			(0.22	)		(0.32	)		(0.54	)		12.08		9.41	%		149,905		1.06	%		0.00	%		1.51	%		8.24	%
Class B:	4/1/2011 - 9/30/2011 (5)	$	11.80	$	(0.08	)	$	(1.12	)	$	(1.20	)	$	—		$	—		$	—		$	10.60		(10.17	)%	$	92,127		1.46	%		1.35	%		(1.35	)%		5.88	%
	4/1/2010 - 3/31/2011		10.74		0.02			1.18			1.20			(0.14	)		—			(0.14	)		11.80		11.33	%		92,064		1.52	%		1.26	%		0.17	%		9.36	%
	4/1/2009 - 3/31/2010		7.90		0.12			2.87			2.99			(0.15	)		—			(0.15	)		10.74		38.14	%		65,336		1.67	%		0.95	%		1.24	%		9.43	%
	4/1/2008 - 3/31/2009		11.44		0.16			(3.30	)		(3.14	)		(0.23	)		(0.17	)		(0.40	)		7.90		(27.95	)%		40,658		1.64	%		0.89	%		1.60	%		25.95	%
	4/1/2007 - 3/31/2008		12.02		0.14			(0.17	)		(0.03	)		(0.27	)		(0.28	)		(0.55	)		11.44		(0.48	)%		56,387		1.53	%		0.75	%		1.15	%		5.01	%
	4/1/2006 - 3/31/2007		11.51		0.11			0.89			1.00			(0.17	)		(0.32	)		(0.49	)		12.02		8.88	%		43,774		1.63	%		0.57	%		0.94	%		8.24	%
Class C:	4/1/2011 - 9/30/2011 (5)	$	11.78	$	(0.08	)	$	(1.12	)	$	(1.20	)	$	—		$	—		$	—		$	10.58		(10.19	)%	$	295,928		1.46	%		1.35	%		(1.35	)%		5.88	%
	4/1/2010 - 3/31/2011		10.73		0.02			1.17			1.19			(0.14	)		—			(0.14	)		11.78		11.26	%		308,449		1.52	%		1.26	%		0.17	%		9.36	%
	4/1/2009 - 3/31/2010		7.88		0.12			2.88			3.00			(0.15	)		—			(0.15	)		10.73		38.36	%		210,889		1.67	%		0.95	%		1.24	%		9.43	%
	4/1/2008 - 3/31/2009		11.42		0.16			(3.30	)		(3.14	)		(0.23	)		(0.17	)		(0.40	)		7.88		(28.02	)%		123,122		1.64	%		0.89	%		1.60	%		25.95	%
	4/1/2007 - 3/31/2008		12.00		0.14			(0.17	)		(0.03	)		(0.27	)		(0.28	)		(0.55	)		11.42		(0.46	)%		180,421		1.53	%		0.75	%		1.15	%		5.01	%
	4/1/2006 - 3/31/2007		11.50		0.11			0.88			0.99			(0.17	)		(0.32	)		(0.49	)		12.00		8.82	%		134,695		1.63	%		0.57	%		0.94	%		8.24	%
Class R:	4/1/2011 - 9/30/2011 (5)	$	11.84	$	(0.05	)	$	(1.12	)	$	(1.17	)	$	—		$	—		$	—		$	10.67		(9.88	)%	$	22,377		0.96	%		0.85	%		(0.85	)%		5.88	%
	4/1/2010 - 3/31/2011		10.77		0.07			1.18			1.25			(0.18	)		—			(0.18	)		11.84		11.82	%		23,658		1.02	%		0.75	%		0.68	%		9.36	%
	4/1/2009 - 3/31/2010		7.93		0.17			2.87			3.04			(0.20	)		—			(0.20	)		10.77		38.61	%		24,232		1.17	%		0.45	%		1.74	%		9.43	%
	4/1/2008 - 3/31/2009		11.48		0.20			(3.29	)		(3.09	)		(0.29	)		(0.17	)		(0.46	)		7.93		(27.48	)%		12,323		1.14	%		0.39	%		2.10	%		25.95	%
	4/1/2007 - 3/31/2008		12.06		0.20			(0.17	)		0.03			(0.33	)		(0.28	)		(0.61	)		11.48		0.05	%		7,754		1.03	%		0.25	%		1.65	%		5.01	%
	4/1/2006 - 3/31/2007		11.56		0.16			0.88			1.04			(0.22	)		(0.32	)		(0.54	)		12.06		9.24	%		2,332		1.13	%		0.11	%		1.40	%		8.24	%
PL Portfolio Optimization Moderate-Aggressive Fund
Class A:	4/1/2011 - 9/30/2011 (5)	$	12.05	$	(0.04	)	$	(1.55	)	$	(1.59	)	$	—		$	—		$	—		$	10.46		(13.20	)%	$	287,575		0.72	%		0.60	%		(0.60	)%		5.46	%
	4/1/2010 - 3/31/2011		10.68		0.07			1.44			1.51			(0.14	)		—			(0.14	)		12.05		14.36	%		301,232		0.77	%		0.51	%		0.62	%		13.33	%
	4/1/2009 - 3/31/2010		7.31		0.13			3.38			3.51			(0.14	)		—			(0.14	)		10.68		48.26	%		225,236		0.92	%		0.20	%		1.33	%		13.96	%
	4/1/2008 - 3/31/2009		11.79		0.16			(4.21	)		(4.05	)		(0.19	)		(0.24	)		(0.43	)		7.31		(35.15	)%		128,976		0.89	%		0.14	%		1.63	%		22.98	%
	4/1/2007 - 3/31/2008		12.74		0.17			(0.41	)		(0.24	)		(0.33	)		(0.38	)		(0.71	)		11.79		(2.25	)%		203,091		0.78	%		0.00	%		1.30	%		5.05	%
	4/1/2006 - 3/31/2007		12.02		0.12			1.12			1.24			(0.20	)		(0.32	)		(0.52	)		12.74		10.57	%		158,754		1.05	%		0.00	%		1.02	%		6.96	%

See Notes to Financial Statements See explanation of references on B-9

B-7

PACIFIC LIFE FUNDS
FINANCIAL HIGHLIGHTS (Continued)
Selected per share, ratios and supplemental data for each year or period ended were as follows:

				Investment Activities									Distributions											Ratios/Supplemental Data
																													Ratios of			Ratios of			Ratios of
																													Expenses			Expenses			Net
		Net Asset					Net															Net					Net Assets,		Before			After			Investment
		Value,		Net			Realized						Distributions			Distributions						Asset					End of		Expense			Expense			Income
		Beginning		Investment			and			Total from			from Net			from						Value, End					Year or		Reductions			Reductions			(Loss) to			Portfolio
		of Year or		Income			Unrealized			Investment			Investment			Capital			Total			of Year		Total			Period		to Average Net			to Average Net			Average Net			Turnover
For the Year or Period Ended		Period		(Loss) (1)			Gain (Loss)			Activities			Income			Gains			Distributions			or Period		Returns (2)			(in thousands)		Assets (3)			Assets (3), (4)			Assets (3)			Rates
PL Portfolio Optimization Moderate-Aggressive Fund (Continued)
Class B:	4/1/2011 - 9/30/2011 (5)	$	11.93	$	(0.08	)	$	(1.55	)	$	(1.63	)	$	—		$	—		$	—		$	10.30		(13.66	)%	$	77,847		1.47	%		1.35	%		(1.35	)%		5.46	%
	4/1/2010 - 3/31/2011		10.57		(0.01	)		1.43			1.42			(0.06	)		—			(0.06	)		11.93		13.59	%		83,812		1.52	%		1.26	%		(0.13	)%		13.33	%
	4/1/2009 - 3/31/2010		7.21		0.05			3.38			3.43			(0.07	)		—			(0.07	)		10.57		47.84	%		68,751		1.67	%		0.95	%		0.58	%		13.96	%
	4/1/2008 - 3/31/2009		11.69		0.08			(4.19	)		(4.11	)		(0.13	)		(0.24	)		(0.37	)		7.21		(35.97	)%		43,587		1.64	%		0.89	%		0.88	%		22.98	%
	4/1/2007 - 3/31/2008		12.67		0.07			(0.41	)		(0.34	)		(0.26	)		(0.38	)		(0.64	)		11.69		(3.04	)%		68,162		1.53	%		0.75	%		0.55	%		5.05	%
	4/1/2006 - 3/31/2007		11.97		0.05			1.13			1.18			(0.16	)		(0.32	)		(0.48	)		12.67		10.11	%		56,938		1.62	%		0.57	%		0.44	%		6.96	%
Class C:	4/1/2011 - 9/30/2011 (5)	$	11.91	$	(0.08	)	$	(1.55	)	$	(1.63	)	$	—		$	—		$	—		$	10.28		(13.69	)%	$	206,949		1.47	%		1.35	%		(1.35	)%		5.46	%
	4/1/2010 - 3/31/2011		10.55		(0.01	)		1.43			1.42			(0.06	)		—			(0.06	)		11.91		13.64	%		230,964		1.52	%		1.26	%		(0.13	)%		13.33	%
	4/1/2009 - 3/31/2010		7.18		0.05			3.39			3.44			(0.07	)		—			(0.07	)		10.55		48.18	%		189,917		1.67	%		0.95	%		0.58	%		13.96	%
	4/1/2008 - 3/31/2009		11.67		0.08			(4.20	)		(4.12	)		(0.13	)		(0.24	)		(0.37	)		7.18		(36.12	)%		117,549		1.64	%		0.89	%		0.88	%		22.98	%
	4/1/2007 - 3/31/2008		12.65		0.07			(0.41	)		(0.34	)		(0.26	)		(0.38	)		(0.64	)		11.67		(3.03	)%		184,634		1.53	%		0.75	%		0.55	%		5.05	%
	4/1/2006 - 3/31/2007		11.95		0.05			1.13			1.18			(0.16	)		(0.32	)		(0.48	)		12.65		10.12	%		143,281		1.62	%		0.57	%		0.44	%		6.96	%
Class R:	4/1/2011 - 9/30/2011 (5)	$	12.03	$	(0.05	)	$	(1.56	)	$	(1.61	)	$	—		$	—		$	—		$	10.42		(13.30	)%	$	17,840		0.97	%		0.85	%		(0.85	)%		5.46	%
	4/1/2010 - 3/31/2011		10.67		0.04			1.44			1.48			(0.12	)		—			(0.12	)		12.03		14.00	%		17,265		1.02	%		0.76	%		0.37	%		13.33	%
	4/1/2009 - 3/31/2010		7.30		0.10			3.39			3.49			(0.12	)		—			(0.12	)		10.67		48.07	%		12,211		1.17	%		0.45	%		1.08	%		13.96	%
	4/1/2008 - 3/31/2009		11.79		0.13			(4.21	)		(4.08	)		(0.17	)		(0.24	)		(0.41	)		7.30		(35.38	)%		5,307		1.14	%		0.39	%		1.38	%		22.98	%
	4/1/2007 - 3/31/2008		12.74		0.13			(0.39	)		(0.26	)		(0.31	)		(0.38	)		(0.69	)		11.79		(2.39	)%		3,147		1.03	%		0.25	%		1.05	%		5.05	%
	4/1/2006 - 3/31/2007		12.02		0.11			1.13			1.24			(0.20	)		(0.32	)		(0.52	)		12.74		10.57	%		971		1.12	%		0.10	%		0.92	%		6.96	%
PL Portfolio Optimization Aggressive Fund
Class A:	4/1/2011 - 9/30/2011 (5)	$	12.29	$	(0.04	)	$	(1.97	)	$	(2.01	)	$	—		$	—		$	—		$	10.28		(16.36	)%	$	99,523		0.74	%		0.60	%		(0.60	)%		6.53	%
	4/1/2010 - 3/31/2011		10.66		0.05			1.65			1.70			(0.07	)		—			(0.07	)		12.29		16.11	%		114,246		0.80	%		0.51	%		0.44	%		26.22	%
	4/1/2009 - 3/31/2010		6.92		0.09			3.75			3.84			(0.10	)		—			(0.10	)		10.66		55.84	%		98,669		0.94	%		0.20	%		0.94	%		25.89	%
	4/1/2008 - 3/31/2009		12.04		0.09			(4.88	)		(4.79	)		—			(0.33	)		(0.33	)		6.92		(40.88	)%		59,937		0.92	%		0.14	%		0.97	%		18.16	%
	4/1/2007 - 3/31/2008		13.49		0.08			(0.77	)		(0.69	)		(0.33	)		(0.43	)		(0.76	)		12.04		(5.70	)%		96,230		0.80	%		0.00	%		0.62	%		9.66	%
	4/1/2006 - 3/31/2007		12.57		0.07			1.46			1.53			(0.19	)		(0.42	)		(0.61	)		13.49		12.53	%		75,546		1.09	%		0.00	%		0.54	%		10.14	%
Class B:	4/1/2011 - 9/30/2011 (5)	$	12.03	$	(0.08	)	$	(1.97	)	$	(2.05	)	$	—		$	—		$	—		$	9.98		(17.04	)%	$	26,132		1.49	%		1.35	%		(1.35	)%		6.53	%
	4/1/2010 - 3/31/2011		10.46		(0.03	)		1.65			1.62			(0.05	)		—			(0.05	)		12.03		15.62	%		30,693		1.55	%		1.25	%		(0.31	)%		26.22	%
	4/1/2009 - 3/31/2010		6.72		0.02			3.75			3.77			(0.03	)		—			(0.03	)		10.46		56.15	%		28,776		1.69	%		0.95	%		0.19	%		25.89	%
	4/1/2008 - 3/31/2009		11.93		0.02			(4.90	)		(4.88	)		—			(0.33	)		(0.33	)		6.72		(42.04	)%		18,042		1.67	%		0.89	%		0.22	%		18.16	%
	4/1/2007 - 3/31/2008		13.41		(0.02	)		(0.78	)		(0.80	)		(0.25	)		(0.43	)		(0.68	)		11.93		(6.46	)%		30,059		1.55	%		0.75	%		(0.13	)%		9.66	%
	4/1/2006 - 3/31/2007		12.52		(0.00	)(6)		1.46			1.46			(0.15	)		(0.42	)		(0.57	)		13.41		12.00	%		23,716		1.67	%		0.58	%		(0.04	)%		10.14	%
Class C:	4/1/2011 - 9/30/2011 (5)	$	12.03	$	(0.08	)	$	(1.97	)	$	(2.05	)	$	—		$	—		$	—		$	9.98		(17.04	)%	$	60,985		1.49	%		1.35	%		(1.35	)%		6.53	%
	4/1/2010 - 3/31/2011		10.46		(0.03	)		1.65			1.62			(0.05	)		—			(0.05	)		12.03		15.61	%		75,607		1.55	%		1.25	%		(0.31	)%		26.22	%
	4/1/2009 - 3/31/2010		6.71		0.02			3.75			3.77			(0.02	)		—			(0.02	)		10.46		56.11	%		68,230		1.69	%		0.95	%		0.19	%		25.89	%
	4/1/2008 - 3/31/2009		11.92		0.02			(4.90	)		(4.88	)		—			(0.33	)		(0.33	)		6.71		(41.99	)%		43,588		1.67	%		0.89	%		0.22	%		18.16	%
	4/1/2007 - 3/31/2008		13.40		(0.02	)		(0.77	)		(0.79	)		(0.26	)		(0.43	)		(0.69	)		11.92		(6.44	)%		75,389		1.55	%		0.75	%		(0.13	)%		9.66	%
	4/1/2006 - 3/31/2007		12.51		(0.00	)(6)		1.46			1.46			(0.15	)		(0.42	)		(0.57	)		13.40		12.01	%		55,389		1.67	%		0.58	%		(0.04	)%		10.14	%

See Notes to Financial Statements See explanation of references on B-9

B-8

PACIFIC LIFE FUNDS
FINANCIAL HIGHLIGHTS (Continued)
Selected per share, ratios and supplemental data for each year or period ended were as follows:

				Investment Activities									Distributions											Ratios/Supplemental Data
																													Ratios of			Ratios of			Ratios of
																													Expenses			Expenses			Net
		Net Asset					Net															Net					Net Assets,		Before			After			Investment
		Value,		Net			Realized						Distributions			Distributions						Asset					End of		Expense			Expense			Income
		Beginning		Investment			and			Total from			from Net			from						Value, End					Year or		Reductions			Reductions			(Loss) to			Portfolio
		of Year or		Income			Unrealized			Investment			Investment			Capital			Total			of Year		Total			Period		to Average Net			to Average Net			Average Net			Turnover
For the Year or Period Ended		Period		(Loss) (1)			Gain (Loss)			Activities			Income			Gains			Distributions			or Period		Returns (2)			(in thousands)		Assets (3)			Assets (3), (4)			Assets (3)			Rates
PL Portfolio Optimization Aggressive Fund (Continued)
Class R:	4/1/2011 - 9/30/2011 (5)	$	12.22	$	(0.05	)	$	(1.98	)	$	(2.03	)	$	—		$	—		$	—		$	10.19		(16.61	)%	$	5,101		0.99	%		0.85	%		(0.85	)%		6.53	%
	4/1/2010 - 3/31/2011		10.61		0.02			1.65			1.67			(0.06	)		—			(0.06	)		12.22		16.02	%		5,553		1.05	%		0.76	%		0.19	%		26.22	%
	4/1/2009 - 3/31/2010		6.88		0.06			3.76			3.82			(0.09	)		—			(0.09	)		10.61		55.70	%		4,448		1.19	%		0.45	%		0.69	%		25.89	%
	4/1/2008 - 3/31/2009		12.03		0.06			(4.88	)		(4.82	)		—			(0.33	)		(0.33	)		6.88		(41.17	)%		2,106		1.17	%		0.39	%		0.72	%		18.16	%
	4/1/2007 - 3/31/2008		13.49		0.05			(0.77	)		(0.72	)		(0.31	)		(0.43	)		(0.74	)		12.03		(5.88	)%		1,236		1.05	%		0.25	%		0.37	%		9.66	%
	4/1/2006 - 3/31/2007		12.57		0.05			1.48			1.53			(0.19	)		(0.42	)		(0.61	)		13.49		12.53	%		382		1.17	%		0.14	%		0.40	%		10.14	%
PL Income Fund (7)
Class A:	4/1/2011 - 9/30/2011 (5)	$	10.16	$	0.16		$	0.07		$	0.23		$	(0.16	)	$	—		$	(0.16	)	$	10.23		2.25	%	$	87,526		1.43	%		0.90	%		3.09	%		108.37	%
	12/31/2010 - 3/31/2011		10.00		0.09			0.16			0.25			(0.09	)		—			(0.09	)		10.16		2.46	%		5,300		1.77	%		0.90	%		3.62	%		142.25	%
Class C:	6/30/2011 - 9/30/2011 (5)	$	10.32	$	0.15		$	(0.16	)	$	(0.01	)	$	(0.06	)	$	—		$	(0.06	)	$	10.25		(0.08	)%	$	16,240		2.15	%		1.65	%		5.72	%		108.37	%
Class I:	4/1/2011 - 9/30/2011 (5)	$	10.16	$	0.17		$	0.08		$	0.25		$	(0.17	)	$	—		$	(0.17	)	$	10.24		2.43	%	$	42,977		1.08	%		0.65	%		3.34	%		108.37	%
	12/31/2010 - 3/31/2011		10.00		0.10			0.15			0.25			(0.09	)		—			(0.09	)		10.16		2.48	%		51,231		1.37	%		0.65	%		3.87	%		142.25	%
PL Money Market Fund
Class A:	4/1/2011 - 9/30/2011 (5)	$	1.00	$	(0.00	)(6)	$	0.00	(6)	$	0.00		$	—		$	—		$	—		$	1.00		0.00	%	$	35,647		0.99	%		0.13	%		(0.00)	%(6)		N/A
	4/1/2010 - 3/31/2011		1.00		(0.00	)(6)		0.00	(6)		0.00			—			—			—			1.00		0.00	%		38,443		1.00	%		0.24	%		(0.00)	%(6)		N/A
	4/1/2009 - 3/31/2010		1.00		(0.00	)(6)		0.00	(6)		0.00			(0.00	)(6)		—			(0.00	)(6)		1.00		0.03	%		34,669		1.09	%		0.36	%		(0.00)	%(6)		N/A
	4/1/2008 - 3/31/2009		1.00		0.01			—			0.01			(0.01	)		—			(0.01	)		1.00		1.27	%		55,424		1.18	%		0.78	%		1.22	%		N/A
	4/1/2007 - 3/31/2008		1.00		0.04			—			0.04			(0.04	)		—			(0.04	)		1.00		3.90	%		42,636		1.28	%		0.95	%		3.68	%		N/A
	4/1/2006 - 3/31/2007		1.00		0.04			—			0.04			(0.04	)		—			(0.04	)		1.00		4.31	%		21,098		1.58	%		1.02	%		4.20	%		N/A

(1)	Net investment income (loss) per share has been calculated using the average shares method except for the PL Money Market Fund.
(2)	The total returns include reinvestment of all dividends and capital gain distributions, if any, and do not include deductions of any applicable sales charges. Total returns are not annualized for periods less than one full year.
(3)	The ratios are annualized for periods of less than one full year.
(4)	The ratios of expenses after expense reductions to average net assets are after any advisory fee waivers, adviser expense reimbursements, administrator fee reductions, and distributor fee waivers, as discussed in Note 5 in Notes to Financial Statements. The expense ratios for all the PL Portfolio Optimization Funds do not include expenses of the underlying funds (see Note 1 in Notes to Financial Statements) in which the PL Portfolio Optimization Funds invest.
(5)	Unaudited.
(6)	Amount represents less than $0.005 per share or less than 0.005%.
(7)	Class A and Class I shares of the PL Income Fund commenced operations on December 31, 2010 and Class C shares commenced operations on June 30, 2011.

B-9

PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

1. ORGANIZATION

     Pacific Life Funds (the “Trust”) is a Delaware statutory trust, which was formed on May 21, 2001, and is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as an open-end management investment company. Pacific Life Fund Advisors LLC (“PLFA” or “Adviser”) serves as an Adviser to the Trust. As of September 30, 2011, the Trust was comprised of twenty-five separate funds, seven of which are presented in this report (each individually, a “Fund”, and collectively the “Funds”): PL Portfolio Optimization Conservative Fund, PL Portfolio Optimization Moderate-Conservative Fund, PL Portfolio Optimization Moderate Fund, PL Portfolio Optimization Moderate-Aggressive Fund, PL Portfolio Optimization Aggressive Fund (collectively, the “Portfolio Optimization Funds”), PL Income Fund and PL Money Market Fund.

     The Portfolio Optimization Funds offer Class A, Class B, Class C and Class R shares. Each class is distinguished by its level of distribution and/or service fees and in general: (i) Class A shares are subject to a maximum 5.50% front-end sales charge; (ii) Class B shares are subject to a maximum 5.00% contingent deferred sales charge (“CDSC”); (iii) Class C shares are subject to a maximum 1.00% CDSC; and (iv) Class R shares are sold at net asset value (“NAV”) without an initial 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% on redemptions of such Class A shares within one year of purchase.

     The PL Income Fund offers Class A, Class C and Class I shares. Each class is distinguished by its level of distribution and/or service fees and in general: (i) Class A shares are subject to a maximum 4.25% front-end sales charge; (ii) Class C shares are subject to a maximum 1.00% CDSC; and (iii) Class I shares are sold at NAV without an initial 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% of such Class A shares within one year of purchase.

     The PL Money Market Fund offers Class A shares only, which are sold at NAV without an initial sales charge.

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

     The semi-annual report for the PL Underlying Funds is not included in this report; there is a separate semi-annual report for the PL Underlying Funds, which is available without charge. For information on how to obtain the shareholder 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 financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for investment companies. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Trust in the preparation of the financial statements.

     The Trust implemented the additional disclosure requirements under the Accounting Standards Update No. 2010-06, Improving Disclosures about Fair Value Measurements, issued by the Financial Accounting Standards Board (“FASB”) in January 2010. The update amends FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, and requires entities to disclose amounts and reasons for significant transfers between Level 1 and Level 2 in the fair value hierarchy and inputs and valuation techniques used to determine Level 2 and Level 3 fair value measurements, and to separately present purchases, sales, issuances and settlements in their reconciliation of Level 3 fair value measurements (i.e., to present such items on a gross basis rather than on a net basis) (see required disclosures in Note 11 and in the Notes to Schedule of Investments section of each Fund’s Schedule of Investments).

     A. DETERMINATION OF NET ASSET VALUE

     Each Fund is divided into shares. The price of a Fund’s shares is called NAV per share.The NAV forms the basis for all transactions involving buying, selling, exchanging or reinvesting shares. Each Fund’s NAV per share is calculated by taking the total value of a Fund’s assets (the value of the securities and other investments a Fund holds), subtracting a Fund’s liabilities, and dividing by the total number of shares outstanding. 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. The valuation of investments held by the Funds is discussed in further detail below.

     Each Fund’s NAV per share is calculated once a day, every day the New York Stock Exchange (“NYSE”) is open, including days when foreign markets are closed. For purposes of calculating the NAV, all investments are generally calculated 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 NAV has been calculated on a particular day will not normally be used to retroactively adjust the price of an investment or the NAV determined earlier that day.

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

C-1

PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

     B. INVESTMENT VALUATION

     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 Trust’s Board of Trustees (the “Board”).

     Portfolio Optimization Funds

     The investments of each Portfolio Optimization Fund consist primarily of shares of the PL Underlying Funds, which are valued at their respective NAV’s at the time of computation.

     Money Market Instruments and Short-Term Investments

     The investments of the PL Money Market Fund and money market and short-term investments in other Funds maturing within 60 days are valued at amortized cost in accordance with the 1940 Act. Amortized cost involves valuing an investment at cost on the date of acquisition and thereafter assuming a constant accretion of a discount or amortization of a premium to maturity, regardless of the impact of fluctuating interest rates on the market value of the instrument. While this method provides consistency in valuation (and may only be used if it approximates market value), it may result in periods during which value, as determined by amortized cost, is higher or lower than the price that would be received if the Fund sold the investment. Fund investments of other mutual funds for temporary cash purposes are valued at their respective NAVs.

     Domestic and Foreign Fixed Income Investments

     Fixed income investments of the PL Income Fund are generally valued by approved pricing and quotation services using the mean between the bid and ask prices, which are based upon evaluated prices determined from various observable market and other factors. Certain bonds are valued by benchmark, matrix, or other pricing processes approved by the Board.

     Investment Values Determined by a Trustee Valuation Committee or a Valuation Committee Approved by the Board

     The Board has adopted procedures (“Trust Procedures”) that include methodologies approved for valuing investments in circumstances where market quotations are not readily available. In such circumstances, a Trustee Valuation Committee or other valuation committee will determine the value of such investments in accordance with alternative valuation methodologies under the Trust Procedures which may include, among others, the use of broker quotes, the use of a purchase price for initial public offerings, proration rates, and benchmark and matrix pricing. In the event market quotations or Board approved alternate valuation methodologies are not readily available or reliable, the value of the investments will be determined in good faith by a Trustee Valuation Committee or determined by a valuation committee approved by the Board or a delegate of the Board. Valuations determined by a Trustee Valuation Committee or other valuation committee may require subjective inputs about the value of such investments. While these valuations are intended to estimate the value a Fund might reasonably expect to receive upon the current sale of the investments in the ordinary course, such values may differ from the value that a Fund would actually realize if the investments were sold.

     Market quotes are considered not readily available if: (1) the market quotations received are deemed unreliable or inaccurate, (2) approved pricing services do not provide a valuation for a particular investment, or (3) material events occur after the close of the principal market for a particular investment but prior to the close of the NYSE.

     C. INVESTMENT TRANSACTIONS AND INCOME

     Investment transactions are recorded on a trade date basis. Dividend income is recorded on the ex-dividend date. Interest income, adjusted for amortization of premium and accretion of discount, is recorded daily on an accrual basis. Facility fees and other fees (such as origination fees) received from senior loans purchased (see Note 2G) 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 deferred and 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 included in interest income in the Statements of Operations when received. Realized gains and losses from securities transactions are recorded on the basis of identified cost, which is also used for Federal income tax purposes. Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to administration fees and distribution and/or service fees (see Note 3). Income, non-class specific expenses, and realized and unrealized gains and losses on investments are allocated to each class of shares based on its relative daily net assets.

     D. DISTRIBUTIONS TO SHAREHOLDERS

     The Funds declare and pay dividends on net investment income at least annually, except for the PL Income Fund and PL Money Market Fund. Dividends, if any, are generally declared and paid monthly for the PL Income Fund and declared daily and paid monthly for the PL Money Market Fund. Dividends may be declared more or less frequently if advantageous to the specific Fund and its shareholders. All realized capital gains are distributed at least annually for each Fund.

     Dividends on net investment income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. GAAP. These differences are primarily due to differing treatments for foreign currency transactions, passive foreign investment companies, post-October 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 paid-in capital. Dividends and distributions paid to shareholders are recorded on the ex-dividend date.

C-2

PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

     E. EXPENSE ALLOCATION

     General expenses of the Trust are allocated to each Fund in proportion to its relative average daily net assets. Expenses directly attributable to a particular Fund are charged directly to that Fund. Class-specific fees are charged directly to the respective share class within each Fund.

     F. OFFERING COSTS

     A new Fund bears all costs (or the applicable pro-rata share if there is more than one new Fund) associated with the offering expenses of the Fund including legal, printing and support services (see Note 3). All such costs are amortized as an expense of the new Fund on a straight-line basis over twelve months from commencement of operations.

     G. 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 these investments 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 investment. Events in the financial markets have the potential to cause increased volatility and uncertainty, which may impact the value of each Fund’s investments. Due to interdependencies between markets, events in one market may adversely impact other markets or issuers in unforeseen ways. As a result, the value of a Fund’s investments may be adversely affected by events in the markets, either directly or indirectly, and each Fund is exposed to potential decreases in the value of those investments. In addition, traditionally liquid investments may experience periods of diminished liquidity. Governmental and regulatory responses to market events may impair the Adviser’s ability to pursue certain investment techniques or strategies and may have unexpected consequences on particular markets, strategies, or investments. Future events may impact a Fund in unforeseen ways, leading a Fund to alter its existing strategies or, potentially, to liquidate and close.

     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 Fund (See Note 6).

     The price of equity investments changes 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 noted above.

     Fixed income (debt) investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates, although the factors noted above may also have a significant impact on fixed income (debt) investments. There is a risk that an issuer of a Fund’s fixed income (debt) investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high yield/high-risk bonds, i.e. bonds with low credit ratings by Moody’s (Ba or lower) or Standard & Poor’s (BB and lower) or no rating, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Certain asset-backed instruments, such as collateralized debt obligations, collateralized mortgage obligations and other mortgage related securities, structured investment vehicles and other debt investments may have exposure to subprime loans or subprime mortgages, which are loans to persons with lower credit ratings. These instruments may present credit risk that is not transparent and that is greater than indicated by their ratings. The value of these instruments may be more acutely affected by downturns in the credit markets or the real estate market than certain other investments, and it may be difficult to value these instruments because of a thin secondary market.

     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. The foreign investments of the PL Money Market Fund must be denominated in U.S. dollars.

     Illiquid Investments

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

C-3

PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

value. The value of Illiquid Investments held by each Fund as of September 30, 2011 was less than 15% of its net assets (5% of total assets for the PL Money Market Fund).

     Senior Loan Participations and Assignments

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

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

     When a Fund purchases a participation of a Senior Loan interest, the Fund typically enters into a contractual agreement with the lender or other third party selling the participation. A participation interest in Senior Loans includes the right to receive payments of principal, interest and any fees to which it is entitled from the lender and only upon receipt by the lender of payments from the Borrower, but not from the Borrower directly. When holding 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 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, 2011, no participation interest in Senior Loans was held by any of the Funds.

     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 net asset value of the Funds’ shares. Some U.S. Government securities, such as Treasury bills, notes and bonds, and securities guaranteed by the Government National Mortgage Association (“GNMA” or “Ginnie Mae”), are supported by the full faith and credit of the United States 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. 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 United States Government) include FNMA and the Federal Home Loan Mortgage Corporation (“FHLMC” or “Freddie Mac”). FNMA is a government-sponsored corporation, the common stock of which is owned entirely by private stockholders. FNMA purchases conventional (i.e., not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers which include state and federally chartered savings and loan associations, mutual savings banks, commercial banks and credit unions and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA, but are not backed by the full faith and credit of the United States 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 United States Government.

     H. RECENT ACCOUNTING PRONOUNCEMENTS

     In April 2011, FASB issued the Accounting Standards Update No. 2011-3, Transfers and Servicing (Topic 860): Reconsideration of Effective Control for Repurchase Agreements. Topic 860 already provided guidelines on when an entity should recognize a sale when it transfers financial assets subject to repurchase agreements and similar agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. The update modifies the criteria for determining effective control of transferred assets and as a result certain agreements may now be accounted for as secured borrowings. The update is effective for the first interim or annual periods beginning on or after December 15, 2011. The amendments should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Management is currently evaluating the impact, if any, that this update will have on the Trust’s financial statements.

     In May 2011, FASB issued Accounting Standards Update No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This update includes common requirements for measurement of and disclosure about fair value between U.S. GAAP and International Financial Reporting Standards. This update will require reporting entities to disclose the

C-4

PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

following information for fair value measurements categorized within Level 3 of the fair value hierarchy: quantitative information about the unobservable inputs used in the fair value measurement, the valuation processes used by the reporting entity and a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs. In addition, this update will require reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. Management is currently evaluating the impact, if any, that the implementation of this update will have on the Trust’s financial statement disclosures.

3. INVESTMENT ADVISORY, ADMINISTRATION AND SHAREHOLDER SERVICES, AND DISTRIBUTION AGREEMENTS

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

PL Portfolio Optimization Conservative		0.20	%
PL Portfolio Optimization Moderate-Conservative		0.20	%
PL Portfolio Optimization Moderate		0.20	%
PL Portfolio Optimization Moderate-Aggressive		0.20	%
PL Portfolio Optimization Aggressive		0.20	%
PL Income Fund		0.50	%
PL Money Market	See (1)

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

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

     Pursuant to a Distribution Agreement, Pacific Select Distributors, Inc. (the “Distributor”), a wholly owned subsidiary of Pacific Life, serves as distributor of the Trust’s shares. The Distributor bears all expenses of providing services, including costs of sales presentations, mailings, advertisements, and other marketing efforts by the Distributor in connection with the distribution or sale of the Trust’s shares and makes distribution and/or service payments to selling groups in connection with the sale of certain of the Trust’s shares and subsequent servicing needs of shareholders provided by selling groups. The Distributor received distribution and service fees pursuant to class-specific distribution and service plans, each adopted in accordance with Rule 12b-1 under the 1940 Act (together the “12b-1 Plans”) for Class B, C and R             shares. The Distributor also received service fees pursuant to a Class A Service Plan (non 12b-1). Under the 12b-1 Plans, each Fund paid to the Distributor both distribution and service fees at an annual rate expressed as a percentage of average daily net assets. The distribution fee was 0.75% for Class B and C shares and 0.25% for R shares. The service fee was 0.25% for Class A, B, C, and R shares. There is no service fee for Class I shares. The service fees were accrued daily. For the six-month period ended September 30, 2011, the Distributor, acting as underwriter, received net commissions (upfront sales charges) of $10,467,361 from the sale of Class A shares and received $442,800 in CDSC from redemptions of Class A, B and C shares.

4. TRUSTEE COMPENSATION

     The Trust pays the independent trustees of the Board retainer fees and specified amounts for various Board and committee services and for chairing the committees.

     Each independent trustee of the Board is eligible to participate in the Trust’s Deferred Compensation Plan (the “Deferred Compensation Plan”). The Deferred Compensation 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 Deferred Compensation Plan. Deferral amounts are treated as though equivalent dollar amounts had

C-5

PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

been invested in shares of certain Funds. An independent trustee who defers compensation has the option to select credit rate options that track the performance, at NAV of Class A shares of the corresponding Portfolio Optimization Funds, PL Income Fund and/or PL Money Market Fund, and/or Class P shares of the corresponding PL Underlying Funds. The obligation of each Fund under the Deferred Compensation Plan (the “DCP Liability”) is included in “Accrued trustees’ fees and expenses and deferred compensation” in the Statements of Assets and Liabilities. 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 deprecation on a Fund’s DCP Liability account is included in “Trustees’ fees and expenses” in the Statements of Operations. For the six-month period ended September 30, 2011, such expenses decreased by $5,796 for all applicable Funds covered in this report as a result of the market value depreciation on such accounts. As of September 30, 2011, the total amount in the DCP Liability accounts was $16,585 for all applicable Funds covered in this report.

5. EXPENSE REDUCTIONS

     To help limit the Trust’s expenses, PLFA has entered into expense limitation agreements with the Trust and has contractually agreed to reduce its fees or otherwise reimburse each Fund for its operating expenses (including administration fees and organizational expenses, but not including investment advisory fees; distribution and/or service fees; dividends on securities sold short; acquired fund fees and expenses; taxes (including foreign taxes on dividends, interest or gains); interest; brokerage commissions and other transactional expenses; extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of each Fund’s business) that exceed an annual rate based on a percentage of a Fund’s average daily net assets. The current expense cap for each Portfolio Optimization Fund is 0.15% through June 30, 2014 and 0.30% from July 1, 2014 through June 30, 2021. The current expense cap for the PL Income Fund is 0.15% through June 30, 2014. The current expense cap for the PL Money Market Fund is 0.30% through June 30, 2012.

     For the PL Money Market Fund, in addition to the above expense cap, PLFA, the Administrator and Distributor have agreed, temporarily, to reimburse expenses or waive a portion of its fees, to the extent necessary to prevent the Fund’s expenses from exceeding earnings (i.e. a negative yield). However, there can be no assurance that a negative yield will not occur.

     There is no guarantee that PLFA, the Administrator or Distributor will continue to cap/reimburse expenses and/or waive a portion of its fees upon the expiration of the applicable expense caps.

     Any expense reimbursements and fee reductions, except for the administration fee reduction of $55,883 for the PL Money Market Fund, is subject to repayment to PLFA and/or Pacific Life, for a period of time as permitted under regulatory and/or accounting guidance (currently 3 years from the end of the fiscal year in which the reimbursement or reduction took place), to the extent such expenses fall below the current expense cap in future years. Any amounts repaid to PLFA and/or Pacific Life will have the effect of increasing such expenses of the Fund, but not above the expense cap. The investment adviser expense reimbursement and administration fee reduction for the six-month period ended September 30, 2011 for each Fund covered in this report were as follows:

	Investment Adviser		Administrator		Total Reimbursements
	Expense		Fee		and
Fund	Reimbursements(1)		Reductions		Reductions
PL Portfolio Optimization Conservative	$	192,172	$	—	$	192,172
PL Portfolio Optimization Moderate-Conservative		188,544		—		188,544
PL Portfolio Optimization Moderate		486,051		—		486,051
PL Portfolio Optimization Moderate-Aggressive		392,549		—		392,549
PL Portfolio Optimization Aggressive		159,789		—		159,789
PL Income		214,689		—		214,689
PL Money Market		44,449		55,883		100,332
Total	$	1,678,243	$	55,883	$	1,734,126

(1) As of September 30, 2011, $290,854 remained due from the investment adviser as reflected on the Statements of Assets and Liabilities.

     The cumulative reimbursement and reduction amounts, if any, as of September 30, 2011 that are subject to repayment for each Fund covered in this report are as follows:

	Expiration Date
Fund	3/31/2012		3/31/2013		3/31/2014		3/31/2015
PL Portfolio Optimization Conservative	$	366,006	$	592,826	$	486,514	$	192,172
PL Portfolio Optimization Moderate-Conservative		577,457		678,602		467,467		188,544
PL Portfolio Optimization Moderate		1,939,507		2,044,114		1,294,312		486,051
PL Portfolio Optimization Moderate-Aggressive		1,999,277		1,951,672		1,124,694		392,549
PL Portfolio Optimization Aggressive		906,385		851,173		477,661		159,789
PL Income		—		—		85,763		214,689
PL Money Market		165,706		147,762		112,758		44,449
Total	$	5,954,338	$	6,266,149	$	4,049,169	$	1,678,243

     Due to the current regulatory and/or accounting guidance, all expense reimbursements made by the investment adviser for the period September 28, 2001 (the Pacific Life Funds’ commencement date of operations) to March 31, 2008 expired for future recoupment as of March 31, 2011. Based on the Trust’s experience, the likelihood of repayment by a Fund for the amounts presented in the table above prior to the expiration is considered remote and no liabilities for such repayments were recorded by any Fund as of September 30, 2011. The investment adviser expense reimbursement and administration fee reduction are presented in the Statements of Operations.

C-6

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

6. TRANSACTIONS WITH AFFILIATES

     The Funds covered in this report have incurred $2,557,387 of investment advisory fees (after advisory fee waivers of $37,255 for the PL Money Market Fund) payable to PLFA, $1,845,003 of administration fees (after administration fee reductions of $55,883 for the PL Money Market Fund) payable to the Administrator, and $232,774 of expenses for support services provided by Pacific Life and PLFA (at approximate cost, see Note 3), for the six-month period ended September 30, 2011. As of September 30, 2011, $429,307, $307,666, and $99,578, respectively, remained payable.

     For the six-month period ended September 30, 2011, the Funds covered in this report also incurred $7,329,540 of distribution and/or service fees (after service fee waivers of $21,797 for the PL Money Market Fund), payable to the Distributor under the 12b-1 Plans and non 12b-1 service plan. As of September 30, 2011, $195,396 remained payable.

     As of September 30, 2011, each of the Portfolio Optimization Funds (aggregate of Classes A, B, C and R) owned shares in each of the affiliated applicable PL Underlying Funds. A summary of transactions for the six-month period ended September 30, 2011 and total investments by each of the Portfolio Optimization Funds in each PL Underlying Fund as of September 30, 2011 is as follows:

													As of September 30, 2011
										Change in
							Net			Unrealized
	Value as of		Purchase		Sales		Realized			Appreciation					Shares		Ownership
Fund/PL Underlying Fund	April 1, 2011		Cost		Proceeds		Gain (Loss)			(Depreciation)			Value		Balance		Percentage
PL Portfolio Optimization Conservative Fund
PL Floating Rate Loan	$	24,260,513	$	5,310,958	$	366,278	$	(10,749	)	$	(662,619	)	$	28,531,825		2,887,837		31.47	%
PL Inflation Managed		48,760,953		6,208,891		2,936,695		121,813			3,377,369			55,532,331		4,949,406		23.99	%
PL Managed Bond		102,504,610		16,295,701		214,738		(5,563	)		(452,643	)		118,127,367		11,019,344		30.18	%
PL Short Duration Bond		38,742,817		5,144,751		109,730		(522	)		63,834			43,841,150		4,357,967		34.62	%
PL Comstock		9,983,099		8,110,004		3,412,222		132,894			(2,117,071	)		12,696,704		1,268,402		7.62	%
PL Growth LT		5,337,813		1,461,837		6,098,214		580,747			(1,282,183	)		—		—		0.00	%
PL Large-Cap Growth		4,928,497		2,087,559		49,178		(6,612	)		(784,595	)		6,175,671		763,371		6.48	%
PL Large-Cap Value		15,817,051		6,065,112		3,761,114		127,459			(2,193,354	)		16,055,154		1,611,963		7.56	%
PL Main Street Core		6,069,708		1,320,346		216,598		(885	)		(762,762	)		6,409,809		723,455		4.22	%
PL Mid-Cap Equity		9,585,544		3,695,860		1,850,740		(23,929	)		(1,859,959	)		9,546,776		1,144,697		7.12	%
PL International Large-Cap		6,166,303		6,628,456		1,536,364		91,604			(1,597,149	)		9,752,850		770,367		5.82	%
PL International Value		6,163,334		2,464,816		875,856		(2,761	)		(1,149,879	)		6,599,654		868,376		6.99	%
	$	278,320,242	$	64,794,291	$	21,427,727	$	1,003,496		$	(9,421,011	)	$	313,269,291
PL Portfolio Optimization Moderate-Conservative Fund
PL Floating Rate Loan	$	21,066,994	$	2,618,987	$	1,500,271	$	(21,264	)	$	(500,342	)	$	21,664,104		2,192,723		23.89	%
PL Inflation Managed		39,824,008		3,058,566		3,371,211		253,849			2,531,196			42,296,408		3,769,733		18.27	%
PL Managed Bond		80,434,335		8,389,796		3,549,139		(146,934	)		(129,612	)		84,998,446		7,928,959		21.72	%
PL Short Duration Bond		28,978,853		3,465,992		1,826,149		(11,637	)		58,858			30,665,917		3,048,302		24.22	%
PL Comstock		16,277,697		5,782,616		—		—			(3,392,816	)		18,667,497		1,864,885		11.20	%
PL Growth LT		8,297,223		1,103,927		2,114,302		(175,869	)		(1,091,853	)		6,019,126		572,160		7.21	%
PL Large-Cap Growth		10,977,797		2,766,796		—		—			(1,591,748	)		12,152,845		1,502,206		12.76	%
PL Large-Cap Value		22,157,836		6,519,888		—		—			(3,538,190	)		25,139,534		2,524,050		11.84	%
PL Main Street Core		13,557,385		3,814,124		—		—			(1,985,235	)		15,386,274		1,736,600		10.14	%
PL Mid-Cap Equity		10,930,378		4,214,497		—		—			(2,612,546	)		12,532,329		1,502,677		9.34	%
PL Mid-Cap Growth		6,447,601		1,256,400		598,214		17,777			(1,132,986	)		5,990,578		708,106		10.68	%
PL Small-Cap Value		2,816,817		876,821		105,186		(1,767	)		(530,872	)		3,055,813		345,680		4.36	%
PL Emerging Markets		—		5,058,221		1,135,910		(153,896	)		(690,863	)		3,077,552		263,715		4.46	%
PL International Large-Cap		13,666,052		5,764,661		394,289		(27,176	)		(2,759,379	)		16,249,869		1,283,560		9.69	%
PL International Value		7,837,656		4,486,981		494,472		(44,835	)		(1,903,194	)		9,882,136		1,300,281		10.47	%
	$	283,270,632	$	59,178,273	$	15,089,143	$	(311,752	)	$	(19,269,582	)	$	307,778,428
PL Portfolio Optimization Moderate Fund
PL Floating Rate Loan	$	40,695,802	$	3,879,386	$	3,037,373	$	(84,696	)	$	(985,163	)	$	40,467,956		4,095,947		44.64	%
PL Inflation Managed		89,349,110		6,307,124		14,631,560		1,324,372			5,027,630			87,376,676		7,787,583		37.75	%
PL Managed Bond		137,704,785		12,106,417		13,576,735		(457,513	)		150,394			135,927,348		12,679,790		34.73	%
PL Short Duration Bond		40,548,010		4,424,290		4,677,556		(25,145	)		100,732			40,370,331		4,012,955		31.88	%
PL Comstock		62,942,312		14,765,519		226,052		(33,767	)		(12,550,900	)		64,897,112		6,483,228		38.94	%
PL Growth LT		40,726,523		5,815,789		8,581,992		(582,765	)		(5,753,499	)		31,624,056		3,006,089		37.86	%
PL Large-Cap Growth		40,192,558		4,412,130		—		—			(5,417,925	)		39,186,763		4,843,852		41.13	%
PL Large-Cap Value		88,175,057		10,592,914		3,341,828		(412,079	)		(12,924,786	)		82,089,278		8,241,895		38.65	%
PL Main Street Core		56,402,491		8,087,796		239,486		(39,141	)		(7,943,733	)		56,267,927		6,350,782		37.08	%
PL Mid-Cap Equity		47,206,923		12,656,506		—		—			(10,837,597	)		49,025,832		5,878,397		36.54	%
PL Mid-Cap Growth		17,403,026		1,810,770		289,103		3,979			(3,117,580	)		15,811,092		1,868,923		28.19	%
PL Small-Cap Growth		8,060,122		2,200,532		—		—			(2,150,036	)		8,110,618		883,510		27.32	%
PL Small-Cap Value		24,752,795		4,465,977		420,017		(537	)		(4,602,352	)		24,195,866		2,737,089		34.56	%
PL Real Estate		15,330,373		3,791,085		544,455		1,126			(2,456,152	)		16,121,977		1,631,779		38.95	%
PL Emerging Markets		25,015,984		5,098,629		—		—			(5,746,621	)		24,367,992		2,088,088		35.36	%
PL International Large-Cap		47,581,150		30,498,627		500,647		(18,944	)		(10,478,911	)		67,081,275		5,298,679		40.00	%
PL International Value		23,738,005		6,782,115		172,819		(36,729	)		(5,086,310	)		25,224,262		3,318,982		26.73	%
	$	805,825,026	$	137,695,606	$	50,239,623	$	(361,839	)	$	(84,772,809	)	$	808,146,361

C-7

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued) (Unaudited)

													As of September 30, 2011
										Change in
							Net			Unrealized
	Value as of		Purchase		Sales		Realized			Appreciation					Shares		Ownership
Fund/PL Underlying Fund	April 1, 2011		Cost		Proceeds		Gain (Loss)			(Depreciation)			Value		Balance		Percentage
PL Portfolio Optimization Moderate-Aggressive Fund
PL Inflation Managed	$	51,395,357	$	2,061,201	$	10,825,279	$	1,191,990		$	2,432,042		$	46,255,311		4,122,577		19.99	%
PL Managed Bond		51,491,942		2,914,437		7,765,815		(118,561	)		72,462			46,594,465		4,346,499		11.91	%
PL Short Duration Bond		12,923,837		940,595		2,141,699		(7,340	)		31,229			11,746,622		1,167,656		9.28	%
PL Comstock		56,878,863		6,995,935		—		—			(10,765,112	)		53,109,686		5,305,663		31.87	%
PL Growth LT		43,513,697		4,080,691		6,037,258		(727,161	)		(6,254,992	)		34,574,977		3,286,595		41.39	%
PL Large-Cap Growth		31,845,940		1,847,758		1,102,556		(131,063	)		(3,993,230	)		28,466,849		3,518,770		29.88	%
PL Large-Cap Value		75,517,862		4,461,420		3,128,213		(547,119	)		(10,637,325	)		65,666,625		6,593,035		30.92	%
PL Main Street Core		56,725,420		4,421,784		838,083		(130,605	)		(7,517,449	)		52,661,067		5,943,687		34.71	%
PL Mid-Cap Equity		49,918,924		9,547,625		857,501		(67,825	)		(10,955,050	)		47,586,173		5,705,776		35.46	%
PL Mid-Cap Growth		26,130,860		1,625,723		—		—			(4,738,130	)		23,018,453		2,720,857		41.04	%
PL Small-Cap Growth		13,364,373		1,624,200		9,558		184			(3,067,830	)		11,911,369		1,297,535		40.13	%
PL Small-Cap Value		32,494,550		2,553,242		10,323		241			(5,683,244	)		29,354,466		3,320,641		41.93	%
PL Real Estate		18,257,445		3,686,745		1,715,002		4,218			(2,630,116	)		17,603,290		1,781,709		42.53	%
PL Emerging Markets		27,095,906		8,899,097		10,352		172			(6,140,854	)		29,843,969		2,557,324		43.31	%
PL International Large-Cap		49,935,619		15,039,950		571,668		(30,760	)		(9,563,463	)		54,809,678		4,329,358		32.69	%
PL International Value		35,559,482		9,530,785		428,751		(168,087	)		(7,760,463	)		36,732,966		4,833,285		38.93	%
	$	633,050,077	$	80,231,188	$	35,442,058	$	(731,716	)	$	(87,171,525	)	$	589,935,966
PL Portfolio Optimization Aggressive Fund
PL Managed Bond	$	6,580,263	$	963,972	$	1,826,834	$	2,289		$	3,825		$	5,723,515		533,910		1.46	%
PL Comstock		20,432,657		874,116		289,632		(64,207	)		(3,654,936	)		17,297,998		1,728,072		10.37	%
PL Growth LT		17,657,777		1,103,992		5,214,737		3,141			(2,237,313	)		11,312,860		1,075,367		13.54	%
PL Large-Cap Growth		11,145,737		404,594		880,158		(45,098	)		(1,337,167	)		9,287,908		1,148,073		9.75	%
PL Large-Cap Value		26,795,440		1,283,761		720,342		(137,148	)		(3,806,004	)		23,415,707		2,350,975		11.03	%
PL Main Street Core		25,131,584		824,086		1,729,051		(236,577	)		(2,981,463	)		21,008,579		2,371,171		13.85	%
PL Mid-Cap Equity		18,176,927		1,212,507		38,681		(10,692	)		(3,857,476	)		15,482,585		1,856,425		11.54	%
PL Mid-Cap Growth		14,475,253		499,833		1,283,110		5,743			(2,425,879	)		11,271,840		1,332,369		20.09	%
PL Small-Cap Growth		10,935,764		1,452,294		—		—			(2,725,046	)		9,663,012		1,052,616		32.55	%
PL Small-Cap Value		16,150,663		860,900		871,831		(79,685	)		(2,649,818	)		13,410,229		1,516,994		19.15	%
PL Real Estate		8,271,792		915,251		267,220		(22,145	)		(1,233,106	)		7,664,572		775,766		18.52	%
PL Emerging Markets		12,166,048		3,003,959		875,118		16,551			(2,688,974	)		11,622,466		995,927		16.87	%
PL International Large-Cap		20,655,991		3,413,722		472,088		5,175			(3,817,910	)		19,784,890		1,562,787		11.80	%
PL International Value		16,966,308		2,828,382		103,648		(53,404	)		(3,718,813	)		15,918,825		2,094,582		16.88	%
	$	225,542,204	$	19,641,369	$	14,572,450	$	(616,057	)	$	(37,130,080	)	$	192,864,986

     As of September 30, 2011, Pacific Life owned 28.99% of the total (aggregate of Class A, C and I) shares outstanding of the PL Income Fund.

7. FEDERAL INCOME TAX INFORMATION

     Each Fund intends to continue to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code and distribute substantially all its taxable income and capital gains to its shareholders. Each Fund presented in the first table below declared and paid sufficient dividends on net investment income and capital gains distributions during the year ended March 31, 2011, to qualify as a RIC and is not required to pay Federal income tax. 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 on a tax basis and may differ from such amounts for financial reporting purposes (see Note 2D). 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.

     Net capital loss carryovers and post-October capital losses, if any, as of March 31, 2011, are available to offset future realized capital gains and thereby reduce future capital gains distributions. The net capital loss carryovers and the post-October capital losses deferred as of March 31, 2011, were as follows:

													Post			Accumulated
	Net Capital			Net Capital Loss Carryover									October			Capital and
	Loss			Expiring on March 31,									Capital Loss			Other
Fund	Carryover			2017			2018			2019			Deferral			Losses
PL Portfolio Optimization Moderate-Conservative	$	(5,806,370	)	$	(1,054,093	)	$	(4,752,277	)	$	—		$	—		$	(5,806,370	)
PL Portfolio Optimization Moderate		(24,373,382	)		(3,967,837	)		(16,532,849	)		(3,872,696	)		—			(24,373,382	)
PL Portfolio Optimization Moderate-Aggressive		(37,802,003	)		(3,214,516	)		(30,478,382	)		(4,109,105	)		—			(37,802,003	)
PL Portfolio Optimization Aggressive		(27,970,730	)		(2,128,707	)		(22,811,627	)		(3,030,396	)		(75,120	)		(28,045,850	)

C-8

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, 2011, were as follows:

								Net Unrealized			Net Unrealized
	Total Cost of		Gross		Gross			Appreciation			Appreciation			Net
	Investments		Unrealized		Unrealized			(Depreciation)			(Depreciation)			Appreciation
Fund	on Tax Basis		Appreciation		Depreciation			on Investments			on Other (1)			(Depreciation)
PL Portfolio Optimization Conservative	$	306,117,540	$	7,499,664	$	(347,913	)	$	7,151,751		$	—		$	7,151,751
PL Portfolio Optimization Moderate-Conservative		305,572,249		4,523,637		(2,317,458	)		2,206,179			—			2,206,179
PL Portfolio Optimization Moderate		822,422,886		11,884,752		(26,161,277	)		(14,276,525	)		—			(14,276,525	)
PL Portfolio Optimization Moderate-Aggressive		616,215,725		9,775,624		(36,055,383	)		(26,279,759	)		—			(26,279,759	)
PL Portfolio Optimization Aggressive		202,523,326		—		(9,658,340	)		(9,658,340	)		—			(9,658,340	)
PL Income		148,611,656		912,893		(1,877,099	)		(964,206	)		(6,563	)		(970,769	)
PL Money Market		35,736,625		—		—			—			—			—

(1) Other includes net depreciation on unfunded loan commitments.

     As of and during the year ended March 31, 2011, none of the Funds had liabilities for any unrecognized tax benefits. During the year ended March 31, 2011, none of the Funds incurred any interest or penalties.

     Each Fund’s tax returns remain subject to examination by Federal and State tax authorities (principal state jurisdictions include California and Delaware) for the tax years ended March 31, 2009 through March 31, 2011 for Federal purposes and March 31, 2008 through March 31, 2011 for State purposes.

     On December 22, 2010, The Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was signed into law. The Modernization Act modifies several of the Federal income and excise tax provisions related to RICs. Under the Modernization Act, new capital losses may now be carried forward indefinitely, and retain the character of the original loss as compared with pre-enactment law where capital losses could be carried forward for eight years, and carried forward as short-term capital losses, irrespective of the character of the original loss.

     The Modernization Act contains simplification provisions aimed at preventing disqualification of a RIC for “inadvertent” failures of the asset diversification and/or qualifying income tests, exempts RICs from the preferential dividend rule, and repeals the 60-day designation requirement for certain types of pay-through income and gains. The Modernization Act also contains several provisions aimed at preserving the character of distributions made by a fiscal year RIC during the portion of its taxable year ending after October 31 or December 31, reducing the circumstances under which a RIC might be required to file amended Forms 1099 to restate previously reported distributions. Except for the simplification provisions related to RIC qualification, the Modernization Act is effective for taxable years beginning after December 22, 2010. The provisions related to RIC qualification are effective for taxable years for which the extended due date of the tax return is after December 22, 2010.

8. TAX CHARACTER OF DISTRIBUTIONS AND COMPONENTS OF DISTRIBUTABLE EARNINGS

     The tax character of distributions paid during the six-month period ended September 30, 2011, were as follows:

	Distributions Paid From
	Ordinary		Long-Term		Total
Fund	Income		Capital Gains		Distributions
PL Income	$	1,503,133	$	—	$	1,503,133

     The tax character of distributions paid during the year ended March 31, 2011, were as follows:

	Distributions Paid From
	Ordinary		Long-Term		Total
Fund	Income		Capital Gains		Distributions
PL Portfolio Optimization Conservative	$	6,824,644	$	—	$	6,824,644
PL Portfolio Optimization Moderate-Conservative		5,140,621		—		5,140,621
PL Portfolio Optimization Moderate		10,392,641		—		10,392,641
PL Portfolio Optimization Moderate-Aggressive		4,952,239		—		4,952,239
PL Portfolio Optimization Aggressive		1,134,051		—		1,134,051
PL Income		461,390		—		461,390

C-9

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

     As of March 31, 2011, the components of distributable earnings on a tax basis were as follows:

								Net
	Accumulated			Undistributed		Undistributed		Unrealized
	Capital and			Ordinary		Long-Term		Appreciation
Fund	Other Losses			Income		Capital Gains		(Depreciation)
PL Portfolio Optimization Conservative	$	—		$	—	$	199,772	$	16,387,812
PL Portfolio Optimization Moderate-Conservative		(5,806,370	)		483,789		—		21,649,967
PL Portfolio Optimization Moderate		(24,373,382	)		2,136,218		—		70,637,756
PL Portfolio Optimization Moderate-Aggressive		(37,802,003	)		1,755,297		—		60,871,353
PL Portfolio Optimization Aggressive		(28,045,850	)		575,805		—		27,506,699
PL Income		—			526,794		—		97,883
PL Money Market		—			37		—		—

     The components of the accumulated capital and other losses as of March 31, 2011, are summarized in Note 7.

9. PURCHASES AND SALES OF SECURITIES

     The cost of purchases and proceeds from sales of securities (excluding short-term investments and the PL Money Market Fund since it trades exclusively in short-term debt securities) for the six-month period ended September 30, 2011, is as follows:

	U.S. Government Securities				Other Securities
Fund	Purchases		Sales		Purchases		Sales
PL Portfolio Optimization Conservative	$	—	$	—		$64,794,291	$	21,427,727
PL Portfolio Optimization Moderate-Conservative		—		—		59,178,273		15,089,143
PL Portfolio Optimization Moderate		—		—		137,695,606		50,239,623
PL Portfolio Optimization Moderate-Aggressive		—		—		80,231,188		35,442,058
PL Portfolio Optimization Aggressive		—		—		19,641,369		14,572,450
PL Income		27,650,811		18,278,272		142,966,015		73,575,776

10. UNFUNDED SENIOR LOAN COMMITMENTS

     Unfunded loan commitments on senior loan participations and assignments (Note 2G), 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 and change in net unrealized appreciation or depreciation on unfunded loan commitments for the reporting period is reflected on the Statements of Assets and Liabilities and the Statements of Operations, respectively. As of September 30, 2011, the PL Income Fund had an unfunded loan commitment of $748,125 (see details in Note (c) in the Notes to Schedule of Investments).

11. 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. 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 inputs or methodologies used for valuing each Fund’s investments are not necessarily an indication of the risks associated with investing in those investments. For example, the PL Money Market Fund’s investments are valued using amortized cost in accordance with the rules under the 1940 Act. Generally, amortized cost approximates the current fair value of an investment, but since the value is not obtained from a quoted price in an active market, such investments are reflected as Level 2. For fair valuations using significant unobservable inputs, the Trust provides 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 of Level 3 are based on values at the end of the period. For the six-month period ended September 30, 2011, there were no significant transfers between Level 1, Level 2, and Level 3 for any of the Funds. A summary of each Fund’s investments as of September 30, 2011 as categorized under the three-tier hierarchy of inputs 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:

     Mutual Funds

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

C-10

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

     U.S. Treasury Obligations

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

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

     Corporate bonds held by a Fund are generally comprised of two main categories: investment grade bonds and high yield bonds. Investment grade bonds are reported at fair value using various inputs and techniques, which include broker-dealer quotations, live trading levels, recently executed transactions in securities of the issuer or comparable issuers, and options adjusted spread models that include base curve and spread curve inputs. Adjustments to individual bonds can be applied to recognize trading differences compared to other bonds issued by the same issuer. 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.

     Senior Loan Notes

     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 dealers or valued relative to other benchmark securities when broker-dealer quotes are unavailable. To the extent that these inputs are observable, the fair values of Senior Loans would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

     Short-Term Investments

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

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, 2011 and the year or period ended March 31, 2011 were as follows:

	PL Portfolio Optimization						PL Portfolio Optimization						PL Portfolio Optimization						PL Portfolio Optimization
	Conservative Fund						Moderate-Conservative Fund						Moderate Fund						Moderate-Aggressive Fund
	Period ended			Year ended			Period ended			Year ended			Period ended			Year ended			Period ended			Year ended
	9/30/2011			3/31/2011			9/30/2011			3/31/2011			9/30/2011			3/31/2011			9/30/2011			3/31/2011
Class A
Shares sold		4,145,804			9,883,219			3,797,747			7,499,767			9,700,125			16,639,175			5,688,055			10,900,181
Dividends and distribution reinvested		—			273,222			—			228,388			—			494,777			—			282,851
Shares repurchased		(2,553,805	)		(4,793,123	)		(1,875,322	)		(3,327,441	)		(5,030,816	)		(7,572,182	)		(3,197,195	)		(7,258,951	)
Net increase		1,591,999			5,363,318			1,922,425			4,400,714			4,669,309			9,561,770			2,490,860			3,924,081
Beginning shares outstanding		11,983,618			6,620,300			11,815,219			7,414,505			32,420,483			22,858,713			25,004,207			21,080,126
Ending shares outstanding		13,575,617			11,983,618			13,737,644			11,815,219			37,089,792			32,420,483			27,495,067			25,004,207
Class B
Shares sold		527,512			1,209,958			645,185			1,147,366			1,468,177			2,989,542			1,039,971			2,076,087
Dividends and distribution reinvested		—			40,641			—			40,051			—			84,489			—			40,570
Shares repurchased		(149,799	)		(473,616	)		(193,426	)		(477,945	)		(581,369	)		(1,351,393	)		(506,943	)		(1,595,557	)
Net increase		377,713			776,983			451,759			709,472			886,808			1,722,638			533,028			521,100
Beginning shares outstanding		2,067,260			1,290,277			2,543,566			1,834,094			7,804,830			6,082,192			7,022,886			6,501,786
Ending shares outstanding		2,444,973			2,067,260			2,995,325			2,543,566			8,691,638			7,804,830			7,555,914			7,022,886

C-11

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

	PL Portfolio Optimization						PL Portfolio Optimization						PL Portfolio Optimization						PL Portfolio Optimization
	Conservative Fund						Moderate-Conservative Fund						Moderate Fund						Moderate-Aggressive Fund
	Period ended			Year ended			Period ended			Year ended			Period ended			Year ended			Period ended			Year ended
	9/30/2011			3/31/2011			9/30/2011			3/31/2011			9/30/2011			3/31/2011			9/30/2011			3/31/2011
Class C
Shares sold		4,085,081			8,387,689			2,490,830			5,199,896			5,183,584			11,224,010			2,695,502			5,999,834
Dividends and distribution reinvested		—			202,508			—			139,873			—			272,946			—			113,765
Shares repurchased		(2,095,284	)		(4,231,977	)		(1,069,245	)		(1,937,194	)		(3,407,510	)		(4,970,189	)		(1,953,444	)		(4,720,942	)
Net increase		1,989,797			4,358,220			1,421,585			3,402,575			1,776,074			6,526,767			742,058			1,392,657
Beginning shares outstanding		10,905,548			6,547,328			9,620,440			6,217,865			26,185,201			19,658,434			19,396,943			18,004,286
Ending shares outstanding		12,895,345			10,905,548			11,042,025			9,620,440			27,961,275			26,185,201			20,139,001			19,396,943
Class R
Shares sold		277,978			383,168			461,949			711,711			568,902			1,078,079			449,100			640,197
Dividends and distribution reinvested		—			21,554			—			27,930			—			36,679			—			13,461
Shares repurchased		(145,343	)		(353,249	)		(246,107	)		(378,253	)		(470,746	)		(1,365,474	)		(172,811	)		(362,686	)
Net increase (decrease)		132,635			51,473			215,842			361,388			98,156			(250,716	)		276,289			290,972
Beginning shares outstanding		819,689			768,216			1,357,946			996,558			1,998,222			2,248,938			1,435,029			1,144,057
Ending shares outstanding		952,324			819,689			1,573,788			1,357,946			2,096,378			1,998,222			1,711,318			1,435,029

	PL Portfolio Optimization
	Aggressive Fund						PL Income Fund (1)						PL Money Market Fund
	Period ended			Year ended			Period ended			Period ended			Period ended			Year ended
	9/30/2011			3/31/2011			9/30/2011			3/31/2011			9/30/2011			3/31/2011
Class A
Shares sold		1,502,717			3,514,980			8,535,289			548,189			27,536,823			88,260,849
Dividends and distribution reinvested		—			66,115			38,888			1,632			—			—
Shares repurchased		(1,113,943	)		(3,543,645	)		(543,854	)		(27,989	)		(30,332,246	)		(84,487,252	)
Net increase (decrease)		388,774			37,450			8,030,323			521,832			(2,795,423	)		3,773,597
Beginning shares outstanding		9,296,213			9,258,763			521,832			—			38,453,326			34,679,729
Ending shares outstanding		9,684,987			9,296,213			8,552,155			521,832			35,657,903			38,453,326
Class B
Shares sold		225,369			594,910
Dividends and distribution reinvested		—			14,313
Shares repurchased		(156,842	)		(808,725	)
Net increase (decrease)		68,527			(199,502	)
Beginning shares outstanding		2,550,471			2,749,973
Ending shares outstanding		2,618,998			2,550,471
Class C
Shares sold		1,098,203			2,856,844			1,624,784
Dividends and distribution reinvested		—			31,582			4,144
Shares repurchased		(1,268,604	)		(3,126,313	)		(44,284	)
Net increase (decrease)		(170,401	)		(237,887	)		1,584,644
Beginning shares outstanding		6,282,882			6,520,769			—
Ending shares outstanding		6,112,481			6,282,882			1,584,644
Class R
Shares sold		146,924			210,892
Dividends and distribution reinvested		—			2,875
Shares repurchased		(100,794	)		(178,354	)
Net increase		46,130			35,413
Beginning shares outstanding		454,534			419,121
Ending shares outstanding		500,664			454,534

C-12

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

	PL Portfolio Optimization
	Aggressive Fund		PL Income Fund (1)					PL Money Market Fund
	Period ended	Year ended	Period ended			Year ended		Period ended	Year ended
	9/30/2011	3/31/2011	9/30/2011			3/31/2011		9/30/2011	3/31/2011
Class I
Shares sold				32,856			5,000,965
Dividends and distribution reinvested				80,213			43,044
Shares repurchased				(960,006	)		—
Net increase (decrease)				(846,937	)		5,044,009
Beginning shares outstanding				5,044,009			—
Ending shares outstanding				4,197,072			5,044,009

(1) Class A and Class I shares of the PL Income Fund commenced operations on December 31, 2010 and Class C shares commenced operations on June 30, 2011.

13. 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.

C-13

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, 2011 to September 30, 2011.

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 expense reductions (See Note 5 in Notes to Financial Statements). The “Ending Account Value at 09/30/11” 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 04/01/11-09/30/11” 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, 2011 to September 30, 2011.

     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 04/01/11-09/30/11.”

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 expense reductions (See Note 5 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.

								Expenses
	Beginning		Ending					Paid During
	Account		Account		Annualized			the Period (1)
	Value at		Value at		Expense			04/01/11 -
	04/01/11		09/30/11		Ratio			09/30/11
PL Portfolio Optimization Conservative Fund (2)
Actual Fund Return
Class A	$	1,000.00	$	971.50		0.60	%	$	2.96
Class B		1,000.00		967.50		1.35	%		6.64
Class C		1,000.00		967.50		1.35	%		6.64
Class R		1,000.00		971.40		0.85	%		4.19
Hypothetical
Class A	$	1,000.00	$	1,022.00		0.60	%	$	3.03
Class B		1,000.00		1,018.25		1.35	%		6.81
Class C		1,000.00		1,018.25		1.35	%		6.81
Class R		1,000.00		1,020.75		0.85	%		4.29
PL Portfolio Optimization Moderate-Conservative Fund (2)
Actual Fund Return
Class A	$	1,000.00	$	937.80		0.60	%	$	2.91
Class B		1,000.00		932.90		1.35	%		6.52
Class C		1,000.00		933.70		1.35	%		6.53
Class R		1,000.00		935.80		0.85	%		4.11
Hypothetical
Class A	$	1,000.00	$	1,022.00		0.60	%	$	3.03
Class B		1,000.00		1,018.25		1.35	%		6.81
Class C		1,000.00		1,018.25		1.35	%		6.81
Class R		1,000.00		1,020.75		0.85	%		4.29
PL Portfolio Optimization Moderate Fund (2)
Actual Fund Return
Class A	$	1,000.00	$	902.40		0.60	%	$	2.85
Class B		1,000.00		898.30		1.35	%		6.41
Class C		1,000.00		898.10		1.35	%		6.41
Class R		1,000.00		901.20		0.85	%		4.04
Hypothetical
Class A	$	1,000.00	$	1,022.00		0.60	%	$	3.03
Class B		1,000.00		1,018.25		1.35	%		6.81
Class C		1,000.00		1,018.25		1.35	%		6.81
Class R		1,000.00		1,020.75		0.85	%		4.29
PL Portfolio Optimization Moderate-Aggressive Fund (2)
Actual Fund Return
Class A	$	1,000.00	$	868.00		0.60	%	$	2.80
Class B		1,000.00		863.40		1.35	%		6.29
Class C		1,000.00		863.10		1.35	%		6.29
Class R		1,000.00		867.00		0.85	%		3.97
Hypothetical
Class A	$	1,000.00	$	1,022.00		0.60	%	$	3.03
Class B		1,000.00		1,018.25		1.35	%		6.81
Class C		1,000.00		1,018.25		1.35	%		6.81
Class R		1,000.00		1,020.75		0.85	%		4.29

See explanation of references on page D-2

D-1

PACIFIC LIFE FUNDS
DISCLOSURE OF FUND EXPENSES (Continued)
(Unaudited)

								Expenses
	Beginning		Ending					Paid During
	Account		Account		Annualized			the Period (1)
	Value at		Value at		Expense			04/01/11 -
	04/01/11		09/30/11		Ratio			09/30/11
PL Portfolio Optimization Aggressive Fund (2)
Actual Fund Return
Class A	$	1,000.00	$	836.40		0.60	%	$	2.75
Class B		1,000.00		829.60		1.35	%		6.17
Class C		1,000.00		829.60		1.35	%		6.17
Class R		1,000.00		833.90		0.85	%		3.90
Hypothetical
Class A	$	1,000.00	$	1,022.00		0.60	%	$	3.03
Class B		1,000.00		1,018.25		1.35	%		6.81
Class C		1,000.00		1,018.25		1.35	%		6.81
Class R		1,000.00		1,020.75		0.85	%		4.29
PL Income Fund
Actual Fund Return
Class A	$	1,000.00	$	1,022.50		0.90	%	$	4.55
Class C (3)		1,000.00		999.20		1.65	%		4.19
Class I		1,000.00		1,024.30		0.65	%		3.29
Hypothetical
Class A	$	1,000.00	$	1,020.50		0.90	%	$	4.55
Class C (3)		1,000.00		1,016.75		1.65	%		8.32
Class I		1,000.00		1,021.75		0.65	%		3.29
PL Money Market Fund
Actual Fund Return
Class A	$	1,000.00	$	1,000.00		0.13	%	$	0.65
Hypothetical
Class A	$	1,000.00	$	1,024.35		0.13	%	$	0.66

(1)	Expenses paid during the six-month period are equal to the fund’s annualized expense ratio (shown in table above), multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year or applicable period, then divided by 366 days.
(2)	The annualized expense ratios for the Portfolio Optimization Funds do not include expenses of the PL Underlying Funds (See Note 1 in Notes to Financial Statements) in which the Portfolio Optimization Funds invest.
(3)	Class C of the PL Income Fund commenced operations on June 30, 2011. The actual class return and expenses paid during the period by this class were for the period from June 30, 2011 to September 30, 2011 instead of the entire six-month period. The hypothetical return is based on the entire six-month period for comparison purposes.

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 regulation and is available after filing (i) on the SEC’s Web site at www.sec.gov; (ii) for review and copying at the SEC’s Public Reference Room in Washington, D.C. (Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330); and (iii) on the Trust’s Webpage at www.pacificlife.com/pacificlifefunds.htm. The SEC may charge you a fee for this information.

Availability of Proxy Voting Record

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

Information Relating to Investments Held by the Pacific Life Funds

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

Availability of Proxy Voting Policies

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

How to obtain Information

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

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

• On the SEC’s Website at www.sec.gov

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

D-3

[THIS PAGE INTENTIONALLY LEFT BLANK]

Pacific Life Funds

Mailing address:
P.O. Box 9768
Providence, RI 02940-9768

Form No. 3167-11A

PL Floating Rate Income Fund and PL Underlying Funds
Semi-Annual Report
As of September 30, 2011

TABLE OF CONTENTS

PACIFIC LIFE FUNDS

Schedules of Investments and Notes	A-1
Financial Statements:
Statements of Assets and Liabilities	B-1
Statements of Operations	B-4
Statements of Changes in Net Assets	B-7
Financial Highlights	B-13
Notes to Financial Statements	C-1
Disclosure of Fund Expenses	D-1
Approval of Investment Advisory Agreement and Fund Management Agreements	D-3
Where to Go for More Information	D-6

PACIFIC LIFE FUNDS
PL FLOATING RATE INCOME FUND
Schedule of Investments
September 30, 2011 (Unaudited)

	Principal
	Amount		Value
CORPORATE BONDS & NOTES - 10.9%
Consumer Discretionary - 0.7%
Dana Holding Corp
6.750% due 02/15/21	$	250,000	$	238,750
Consumer Staples - 0.7%
Reynolds Group Issuer Inc
7.875% due 08/15/19 ~		250,000		242,500
Energy - 1.0%
Arch Coal Inc
7.000% due 06/15/19 ~		250,000		238,750
Precision Drilling Corp (Canada)
6.500% due 12/15/21 ~		100,000		99,000
				337,750
Financials - 2.2%
CIT Group Inc
7.000% due 05/01/16		250,000		242,812
Ford Motor Credit Co LLC
2.996% due 01/13/12 §		250,000		251,390
Nuveen Investments Inc
10.500% due 11/15/15		250,000		231,875
				726,077
Industrials - 1.5%
CSC Holdings LLC
8.500% due 06/15/15		250,000		264,375
U.S. Airways 2011-1 Pass Through Trust ‘A’
7.125% due 10/22/23		250,000		237,500
				501,875
Information Technology - 0.7%
EH Holding Corp
7.625% due 06/15/21 ~		250,000		241,875
Materials - 3.4%
American Rock Salt Co LLC
8.250% due 05/01/18 ~		250,000		220,000
Berry Plastics Corp
4.999% due 02/15/15 §		500,000		465,000
FMG Resources August 2006 Pty Ltd (Australia)
7.000% due 11/01/15 ~		250,000		233,750
Vulcan Materials Co
6.500% due 12/01/16		250,000		230,834
				1,149,584
Telecommunication Services - 0.7%
Intelsat Luxemburg SA (Luxembourg)
11.500% due 02/04/17		250,000		215,625
Total Corporate Bonds & Notes (Cost $3,884,381)				3,654,036
SENIOR LOAN NOTES - 82.6%
Consumer Discretionary - 32.0%
Bass Pro Group LLC
5.254% due 06/13/17 §		498,750		479,112
Bresnan Broadband Holdings LLC Term B
due 12/14/17 ¥		500,000		484,375
Burger King Corp Term B
4.500% due 10/19/16 §		498,744		482,223
Caesars Entertainment Operating Co Inc Term B-3
3.254% due 01/28/15 §		746,250		628,249
Chrysler LLC Term B
6.000% due 05/25/17 §		997,500		878,216
Clear Channel Communications Inc Tranche B
3.889% due 01/29/16 §		1,000,000		714,625
Cumulus Media Holdings Inc Term B (1st Lien)
5.750% due 07/29/18 §		1,000,000		946,250
Emergency Medical Services Corp (Initial Term Loan)
5.250% due 05/25/18 §		497,500		474,594
Interactive Data Corp Term B
4.500% due 02/11/18 §		497,500		480,088
Jo-Ann Stores Inc
4.750% due 03/16/18 §		498,750		465,085
MCC Iowa LLC Tranche F
4.500% due 10/23/17 §		497,481		480,691
Petco Animal Supplies Inc Term B (1st Lien)
4.500% due 11/30/17 §		500,000		474,479
Pilot Travel Centers LLC Tranche B (Initial Term Loan)
4.250% due 03/30/18 §		487,500		482,828
The Neiman Marcus Group Inc
4.750% due 05/16/18 §		750,000		697,187
The Servicemaster Co
(Closing Date Loan) 2.744% due 07/24/14 §		452,248		424,661
(Delayed Draw Term Loan) 2.740% due 07/24/14 §		45,154		42,400
Toys ‘R’ Us-Delaware Inc Term B-2
5.250% due 05/25/18 §		997,500		953,859
Univision Communications Inc (Extended 1st Lien)
4.489% due 03/31/17 §		750,000		639,062
Wendy’s Arby’s Restaurants LLC
5.000% due 05/24/17 §		498,737		497,699
				10,725,683
Consumer Staples - 12.1%
Bj’s Wholesale Club LLC (1st Lien)
due 09/28/18 ¥		500,000		484,107
Del Monte Foods Co (Initial Term Loan)
4.500% due 03/08/18 §		748,125		694,167
NBTY Inc Term B-1
due 10/01/17 ¥		500,000		485,469
Reynolds Group Holdings Inc Tranche C
6.500% due 08/09/18 §		1,000,000		970,417
Rite Aid Corp Tranche 5
4.500% due 03/03/18 §		500,000		465,000
U.S. Foodservice Inc
5.750% due 03/31/17 §		995,000		943,591
				4,042,751
Energy - 1.3%
CCS Inc
3.369% due 11/14/14 §		498,705		441,977
Financials - 6.0%
First Data Corp Tranche B-1 (Initial Term Loan)
2.985% due 09/24/14 §		1,000,000		878,625
Nuveen Investments Inc (Extended 1st Lien)
5.819% due 05/13/17 §		500,000		465,750

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-1

PACIFIC LIFE FUNDS
PL FLOATING RATE INCOME FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Principal
	Amount		Value
Realogy Corp (Non-Extended)
3.272% due 10/10/13 §	$	664,432	$	594,389
(Synthetic Letter of Credit)
4.469% due 10/10/13 §		81,809		73,185
				2,011,949
Health Care - 7.2%
Capsugel Finance Co Term B
5.250% due 07/30/18 §		1,000,000		987,813
IASIS Healthcare LLC Term B
5.000% due 05/03/18 §		498,747		466,952
InVentiv Health Inc Tranche B-3
6.750% due 07/19/18 §		997,500		956,353
				2,411,118
Industrials - 7.1%
AWAS Finance Luxembourg SARL Term B
5.250% due 06/10/16 §		978,723		966,489
Ceridian Corp
3.239% due 11/09/14 §		498,718		434,508
Delta Air Lines Inc
5.500% due 04/20/17 §		498,750		470,695
Transdigm Inc
4.000% due 02/15/17 §		498,744		488,457
				2,360,149
Information Technology - 1.3%
CDW LLC (Extended)
4.250% due 07/15/17 §		500,000		446,250
Materials - 5.8%
Exopack LLC/Cello-Foil Products Inc Term B
6.500% due 05/31/17 §		498,750		468,825
Sealed Air Corp Term B (Advanced Loan)
due 10/03/18 ¥		1,000,000		1,002,750
Univar Inc Term B
5.000% due 06/30/17 §		497,494		466,815
				1,938,390
Telecommunication Services - 4.8%
Avaya Inc Term B-3
4.814% due 10/26/17 §		496,742		424,507
Intelsat Jackson Holdings Ltd
3.246% due 02/01/14 §		750,000		699,375
Level 3 Financing Inc Tranche B-2
due 09/01/18 ¥		500,000		473,750
				1,597,632
Utilities - 5.0%
Calpine Corp
4.500% due 04/01/18 §		498,747		472,937
Dynegy Power Corp Term B
9.250% due 08/05/16 §		500,000		493,672
Texas Competitive Electric Holdings Co (Non-Extending)
3.726% due 10/10/14 §		1,000,000		709,583
				1,676,192
Total Senior Loan Notes (Cost $29,029,394)				27,652,091

	Shares
SHORT-TERM INVESTMENT - 14.6%
Money Market Fund - 14.6%
BlackRock Liquidity Funds Treasury
Trust Fund Portfolio		4,895,766		4,895,766
Total Short-Term Investment (Cost $4,895,766)				4,895,766
TOTAL INVESTMENTS - 108.1% (Cost $37,809,541)				36,201,893
OTHER ASSETS & LIABILITIES, NET - (8.1%)				(2,711,385	)
NET ASSETS - 100.0%			$	33,490,508

Notes to Schedule of Investments

(a) As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:

Consumer Discretionary	32.7	%
Short-Term Investment	14.6	%
Consumer Staples	12.8	%
Materials	9.2	%
Industrials	8.6	%
Financials	8.2	%
Health Care	7.2	%
Telecommunication Services	5.5	%
Utilities	5.0	%
Energy	2.3	%
Information Technology	2.0	%
	108.1	%
Other Assets & Liabilities, Net	(8.1	)%
	100.0	%

(b) As of September 30, 2011, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

BBB	3.8	%
BB	41.8	%
B	47.7	%
CCC	6.7	%
	100.0	%

(c) Pursuant to the terms of the following senior loan agreement, the fund had an unfunded loan commitment of $498,750 or 1.5% of net assets as of September 30, 2011, which could be extended at the option of the borrower:

	Unfunded
	Loan				Unrealized
Borrower	Commitment		Value		Depreciation
Lamar Media Corp Term B	$	498,750	$	494,375	$	(4,375	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-2

PACIFIC LIFE FUNDS
PL FLOATING RATE INCOME FUND
Schedule of Investments (Continued)
September 30, 2011 (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 11 in Notes to Financial Statements) as of September 30, 2011:

						Level 2		Level 3
		Total Value at		Level 1		Significant		Significant
		September 30, 2011		Quoted Price		Observable Inputs		Unobservable Inputs
Assets	Corporate Bonds & Notes	$	3,654,036	$	—	$	3,654,036	$	—
	Senior Loan Notes		27,652,091		—		27,652,091		—
	Short-Term Investment		4,895,766		4,895,766		—		—
	Unfunded Loan Commitment		494,375		—		494,375		—
	Total	$	36,696,268	$	4,895,766	$	31,800,502	$	—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-3

PACIFIC LIFE FUNDS
PL FLOATING RATE LOAN FUND
Schedule of Investments
September 30, 2011 (Unaudited)

	Shares		Value
COMMON STOCKS - 0.5%
Consumer Discretionary - 0.5%
Metro-Goldwyn-Mayer Studios Inc ‘A’ * ◊		27,061	$	493,863
Total Common Stocks (Cost $671,651)				493,863

	Principal
	Amount		Value
SENIOR LOAN NOTES - 97.6%
Consumer Discretionary - 35.4%
Advantage Sales & Marketing Inc (1st Lien) 5.250% due 12/17/17 §	$	672,431		650,997
Affinion Group Inc Tranche B 5.000% due 10/09/16 §		1,086,727		991,185
Allison Transmission Inc 2.980% due 08/07/14 §		961,985		908,114
ARAMARK Corp
(Letter of Credit Facility Deposit Non-Extending) 0.089% due 01/26/14 §		67,524		65,724
(Non-Extending) 2.244% due 01/26/14 §		838,203		815,851
Asurion LLC (1st Lien) 5.500% due 05/30/18 §		661,193		626,894
Burger King Corp Term B 4.500% due 10/19/16 §		496,250		479,812
Catalina Marketing Corp (Initial Term Loan) 2.989% due 10/26/14 §		939,228		885,223
Cequel Communications LLC 2.241% due 05/05/13 §		992,208		959,135
Charter Communications Operating LLC Term C 3.620% due 09/06/16 §		496,212		481,326
Chrysler Group LLC Term B 6.000% due 05/24/17 §		1,047,375		922,127
Cumulus Media Inc Term B (1st Lien) 5.750% due 09/16/18 §		500,000		473,125
Delphi Corp Term B 3.500% due 03/31/17 §		171,053		169,556
DineEquity Inc Term B-1 4.250% due 10/25/17 §		123,652		120,329
Dollar General Corp Tranche B-2 2.982% due 07/06/13 §		500,000		495,886
Dunkin Brands Inc Term B-2 4.000% due 11/23/17 §		992,513		962,323
Emergency Medical Services Corp (Initial Term Loan) 5.250% due 05/25/18 §		997,494		951,567
Entercom Radio LLC Term A 1.331% due 06/18/12 §		170,192		163,810
Federal-Mogul Corp
Tranche B 2.159% due 12/27/14 §		648,683		599,491
Tranche C 2.166% due 12/27/15 §		330,961		305,863
General Nutrition Centers Inc Tranche B 4.250% due 03/02/18 §		375,000		363,906
Getty Images Inc 5.250% due 11/03/16 §		490,344		488,506
Go Daddy Group Inc due 10/05/18 ∞		175,000		166,101
Harrah’s Operating Co Inc Term B-1 3.253% due 01/28/15 §		1,000,000		842,188
Interactive Data Corp Term B 4.500% due 02/08/18 §		497,500		480,088
Jo-Ann Stores Inc 4.750% due 03/18/18 §		498,750		465,084
Language Line LLC Tranche B 6.250% due 06/15/16 §		194,708		184,973
Las Vegas Sands LLC
(Extended Delayed Draw I Term Loan) 2.740% due 05/23/16 §		107,797		100,925
Tranche B (Extended) 2.740% due 11/23/16 §		533,487		499,763
Laureate Education Inc (Extended) 5.250% due 06/15/18 §		996,247		903,264
Mediacom Group LLC Tranche E 4.500% due 11/03/17 §		987,500		960,344
Michaels Stores Inc
Term B-1 2.552% due 10/31/13 §		463,828		444,760
Term B-2 4.802% due 07/31/16 §		688,114		658,009
Nexstar Broadcasting Inc (Delayed Draw Term Loan) 5.000% due 09/30/16 §		994,979		977,567
National Bedding Co LLC (Extended) 3.880% due 12/17/13 §		494,397		487,600
Orbitz Worldwide Inc 3.266% due 07/25/14 §		479,871		421,486
OSI Restaurant Partners LLC due 06/14/14 ∞		455,691		425,217
2.563% due 06/14/14 §		425,932		397,448
(Pre-Funded Revolving Credit Loan) due 06/14/14 ∞		44,309		41,345
0.163% due 06/14/14 §		41,547		38,769
Petco Animal Supplies Inc Term B 4.500% due 10/28/17 §		495,000		469,734
Pilot Travel Centers LLC Tranche B (Initial Term Loan) 4.250% due 03/30/18 §		414,375		410,404
Protection One Alarm Monitoring Inc 6.000% due 06/04/16 §		436,026		429,485
Regal Cinemas Corp 3.369% due 08/23/17 §		843,625		822,007
Sabre Inc (Initial Term Loan) 2.243% due 09/21/14 §		971,124		819,251
SeaWorld Parks & Entertainment Inc
Term A 2.989% due 02/16/16 §		248,475		241,021
Term B 4.000% due 02/16/16 §		228,059		222,073
Six Flags Theme Parks Inc Tranche B 5.250% due 02/17/16 §		1,000,000		990,625
SymphonyIRI Group 5.000% due 11/30/17 §		498,750		485,034
The Goodyear Tire & Rubber Co (2nd Lien) 1.940% due 04/30/14 §		1,000,000		968,125
The Neiman Marcus Group Inc 4.750% due 05/16/16 §		825,000		766,906
The Weather Channel Holding Corp 4.250% due 02/04/17 §		248,750		246,055
Travelport LLC (Extended Delayed Draw Term Loan) 4.746% due 08/23/15 §		697,634		617,987
Univision Communications Inc
(Extended 1st Lien Term Loan) 4.489% due 03/29/17 §		766,960		653,514
(Initial Term Loan) 4.489% due 09/29/14 §		766,960		693,140
Visant Corp Tranche B 5.250% due 12/22/16 §		148,875		136,965

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-4

PACIFIC LIFE FUNDS
PL FLOATING RATE LOAN FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Principal
	Amount		Value
VML U.S. Finance LLC Term B
(Delayed Draw Project Loan) 4.740% due 05/25/12 §	$	148,072	$	147,721
(Funded Project Loan) 4.740% due 04/11/13 §		660,777		659,208
Zuffa LLC (Initial Term Loan) 2.250% due 06/01/15 §		989,664		932,758
				32,087,694
Consumer Staples - 12.4%
Dean Foods Co Tranche B (Non-Extending) 1.870% due 04/02/14 §		494,819		484,922
Del Monte Foods Co (Initial Term Loan) 4.500% due 02/15/18 §		997,500		925,555
Dole Food Company Inc
Tranche B-2 5.000% due 06/28/18 §		113,466		111,976
Tranche C-2 6.000% due 07/08/18 §		210,722		207,956
DSW Holdings Inc 4.239% due 03/02/12 §		500,000		458,750
JBS USA LLC (Initial Term Loan) 4.250% due 05/27/18 §		1,000,000		960,000
KIK Custom Products Inc (2nd Lien) 5.264% due 11/24/14 §		500,000		321,875
Michael Foods Group Inc Term B (Facility) 4.250% due 02/25/18 §		995,000		961,730
NBTY Inc Term B-1 4.250% due 10/01/17 §		992,500		963,656
Pierre Merger Corp (1st Lien) 7.000% due 09/15/16 §		496,241		486,316
Pinnacle Foods Holdings Corp 2.722% due 04/02/14 §		498,938		475,239
Reynolds Group Holdings Inc Tranche B 6.500% due 02/10/18 §		995,000		966,145
Rite Aid Corp
Tranche 2 1.983% due 06/04/14 §		1,446,717		1,345,447
Tranche 5 4.500% due 03/01/18 §		194,383		180,776
Roundy’s Supermarkets Inc Tranche B (Extended) 4.404% due 11/03/13 §		989,610		961,159
Supervalu Inc Tranche B-3 4.500% due 06/02/18 §		1,022,438		947,245
U.S. Foodservice 2.737% due 07/03/14 §		496,114		459,061
				11,217,808
Energy - 3.1%
Citgo Petroleum Corp Term B 8.000% due 06/25/15 §		183,036		184,752
Frac Tech Services LLC Term B 6.250% due 05/06/16 §		536,456		528,298
Gibson Energy ULC Term B 5.750% due 06/15/18 §		249,375		243,452
MEG Energy Corp (Initial Term Loan) 4.000% due 03/16/18 §		1,000,000		981,500
Obsidian Natural Gas Trust 7.000% due 09/30/15 §		890,801		895,255
				2,833,257
Financials - 4.0%
Citco III Ltd Term B 6.250% due 06/29/18 §		498,750		475,059
Fifth Third Processing Solutions LLC Term B-1 (1st Lien) 4.500% due 11/03/16 §		497,500		482,575
First Data Corp
Tranche B-1 (Initial Term Loan) 2.985% due 09/24/14 §		271,162		238,250
(Dollar Term Loan) 4.235% due 03/24/18 §		223,620		184,697
HUB International Ltd
(Delayed Draw Term Loan) 2.869% due 04/02/14 §		176,835		164,014
(Initial Term Loan) 2.869% due 04/02/14 §		786,668		729,635
Nuveen Investments Inc (1st Lien)
(Extended) 5.819% due 12/31/17 §		808,260		752,894
(Non-Extended) 3.319% due 11/13/14 §		691,740		637,784
				3,664,908
Health Care - 13.3%
Alere Inc Term B 4.500% due 06/30/17 §		800,000		774,000
Alliance HealthCare Inc (Initial Term Loan) 5.705% due 06/29/18 §		469,950		429,065
Aptalis Pharma 5.500% due 02/11/17 §		496,250		444,144
Aveta Inc
(MMM Term Loan) 8.500% due 04/14/16 §		227,521		223,255
(NAMM Term Loan) 8.500% due 04/14/16 §		227,521		223,255
Bausch & Lomb Inc
(Delayed Draw Term Loan) 3.489% due 04/26/15 §		96,844		93,590
(Parent Term Loan) 3.590% due 04/26/15 §		397,351		384,002
Biomet Inc (Dollar Term Loan) 3.314% due 03/25/15 §		987,146		947,837
Capsugel Healthcare Ltd Term B 5.250% due 08/01/18 §		125,000		123,477
CHS/Community Health Systems Inc
(Extended Term Loan) 3.819% due 01/25/17 §		318,945		293,961
(Non-Extended Delayed Draw Term Loan) 2.569% due 07/25/14 §		32,656		30,638
(Non-Extended Funded Term Loan) 2.569% due 07/25/14 §		635,552		596,271
DJO Finance LLC 3.239% due 11/20/13 §		451,796		429,065
Grifols Inc SA Tranche B 6.000% due 11/09/16 §		673,313		661,866
HCA Inc Tranch B-3 3.619% due 05/04/18 §		1,581,925		1,490,717
Health Management Associates Inc Term B 2.119% due 02/28/14 §		986,223		930,749
IASIS Healthcare LLC Term B 5.000% due 04/29/18 §		174,125		163,025
IMS Health Inc Tranche B (Dollar Term Loan) 4.500% due 03/10/16 §		492,506		484,503
InVentiv Health Inc Term B (Consolidated) 6.500% due 08/04/16 §		493,775		476,493
Kindred Healthcare Inc 5.250% due 06/01/18 §		174,563		162,343
Multiplan Merger Corp Term B 4.750% due 08/12/17 §		673,077		635,637
Quintiles Transnational Corp Term B 5.000% due 06/08/18 §		423,938		400,974
Royalty Pharma Finance Trust 4.000% due 05/10/18 §		423,938		420,758

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-5

PACIFIC LIFE FUNDS
PL FLOATING RATE LOAN FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Principal
	Amount		Value
Select Medical Corp
Tranche B 5.500% due 06/01/18 §	$	324,188	$	295,011
Warner Chilcott Co LLC
Term B-1 4.250% due 03/15/18 §		454,857		443,486
Term B-2 4.250% due 03/15/18 §		227,429		221,743
WC Luxco SARL
Term B-3 4.250% due 03/15/18 §		312,714		304,896
				12,084,761
Industrials - 6.4%
Adesa 5.000% due 05/16/17 §		324,188		314,664
Bombardier Recreational Products Inc 2.750% due 06/07/13 §		497,803		476,024
Delos Aircraft Term 2 7.000% due 03/10/16 §		1,000,000		1,002,500
Goodman Global Inc (1st Lien Initial Term Loan) 5.750% due 10/21/16 §		139,625		138,665
Metaldyne LLC 5.250% due 05/13/17 §		174,125		168,901
Nielsen Finance LLC Term A (Dollar Term Loan) 2.226% due 08/12/13 §		913,529		888,978
Sensata Technologies Finance Co LLC 4.000% due 05/10/18 §		350,000		341,688
Swift Transportation Co 6.000% due 12/21/16 §		873,261		851,429
TASC Inc 4.500% due 05/03/15 §		149,360		143,572
Tomkins PLC Term B-1 4.250% due 09/28/16 §		518,232		509,649
Transdigm Inc Term B 4.000% due 02/15/17 §		248,125		243,007
VWR Funding Inc (Dollar Term Loan) 2.739% due 06/29/14 §		723,910		679,269
				5,758,346
Information Technology - 4.9%
Activant Term B 5.000% due 05/17/18 §		274,313		256,654
Freescale Semiconductor Inc
(Extended Maturity Term Loan) 4.472% due 02/28/17 §		983,911		903,968
Infor Enterprise Solutions Holdings Ltd
(Extended Delayed Draw 1st Lien) 5.990% due 07/29/15 §		342,102		318,155
(Extended Initial US Term Loan 1st Lien) 5.990% due 07/29/15 §		644,149		599,381
Kronos Inc (2nd Lien) 6.119% due 12/31/15 §		500,000		467,500
Reynolds & Reynolds Term B 3.750% due 04/08/18 §		249,375		244,388
Skillsoft Corp Term B 6.500% due 05/20/17 §		489,194		481,245
Spansion LLC 4.750% due 02/01/15 §		279,719		272,376
SunGard Data Systems Inc
Tranche A 1.977% due 02/28/14 §		244,500		239,152
Tranche B 3.892% due 02/28/16 §		717,155		690,859
				4,473,678
Materials - 9.7%
Ashland Inc Term B 3.750% due 08/23/18 §		250,000		248,527
Fairmount Minerals Ltd Tranche B 5.250% due 03/10/17 §		979,000		965,539
Graphic Packaging International Inc Term B 2.241% due 05/16/14 §		863,362		845,915
Hexion Specialty Chemicals Inc
Tranche C-1B 4.000% due 05/05/15 §		693,136		652,704
Tranche C-2B 4.125% due 05/05/15 §		293,046		275,952
Huntsman International LLC Term B
(Dollar Term Loan) 1.766% due 04/19/14 §		268,345		255,733
(Extended Dollar Term Loan) 2.800% due 03/07/17 §		731,655		689,585
Ineos US Finance LLC
Term B-2 7.500% due 12/11/13 §		550,589		545,772
Term C-2 8.000% due 12/11/14 §		584,257		579,145
Nalco Co Tranche B-1 4.500% due 10/07/17 §		990,000		989,072
Norit Holding NV (1st Lien) 7.500% due 07/08/17 §		100,000		97,500
Novelis Inc (Canada) 3.750% due 03/10/17 §		992,500		972,650
Solutia Inc Term 1 3.500% due 08/16/17 §		195,956		192,588
Styron SARL LLC Term B 6.000% due 01/28/17 §		496,250		452,332
Univar Inc Term B 5.000% due 02/28/17 §		843,625		791,601
Walter Energy Inc Term B 4.000% due 04/01/18 §		224,438		217,760
				8,772,375
Telecommunication Services - 5.9%
Digicel International Finance Ltd
Tranche A 2.875% due 04/25/12 §		183,423		182,735
Tranche A — T&T 2.875% due 04/25/12 §		200,036		199,286
Intelsat Jackson Holdings SA Tranche B 5.250% due 04/03/18 §		1,945,125		1,877,450
MetroPCS Wireless Inc Tranche B-3 4.000% due 03/31/18 §		621,437		598,651
SBA Finance Term B 3.750% due 06/30/18 §		74,813		73,410
Syniverse Holdings Inc Term B 5.250% due 12/21/17 §		993,744		981,736
Telesat Canada
Term I 3.240% due 06/06/14 §		454,547		442,189
Term II 3.240% due 06/06/14 §		39,045		37,984
UPC Financing Partnership (Facility X) 3.722% due 04/16/17 §		1,000,000		957,500
				5,350,941
Utilities - 2.5%
Calpine Corp
4.500% due 03/09/18 §		1,044,750		990,684
4.500% due 06/10/18 §		99,750		94,663
NRG Energy Inc Term B 4.000% due 07/01/18 §		523,688		512,232

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-6

PACIFIC LIFE FUNDS
PL FLOATING RATE LOAN FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Principal
	Amount		Value
Texas Competitive Electric Holding Co LLC (Extended) 4.750% due 10/19/17 §	$	500,000	$	336,719
The AES Corp (Initial Term Loan) 4.250% due 05/27/18 §		298,500		292,437
				2,226,735
Total Senior Loan Notes (Cost $90,894,389)				88,470,503

	Shares
SHORT-TERM INVESTMENT - 2.2%
Money Market Fund - 2.2%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		1,977,037		1,977,037
Total Short-Term Investment (Cost $1,977,037)				1,977,037
TOTAL INVESTMENTS - 100.3% (Cost $93,543,077)				90,941,403
OTHER ASSETS & LIABILITIES, NET — (0.3%)				(291,345	)
NET ASSETS - 100.0%			$	90,650,058

Notes to Schedule of Investments

(a) As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:

Consumer Discretionary	35.6	%
Health Care	13.6	%
Consumer Staples	12.4	%
Materials	9.7	%
Industrials	6.4	%
Telecommunication Services	5.9	%
Information Technology	4.9	%
Financials	4.0	%
Energy	3.1	%
Utilities	2.5	%
Short-Term Investment	2.2	%
	100.3	%
Other Assets & Liabilities, Net	(0.3	%)
	100.0	%

(b) As of September 30, 2011, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

BBB	4.0	%
BB	53.8	%
B	37.1	%
CCC	0.2	%
Not Rated	4.9	%
	100.0	%

(c) Restricted securities as of September 30, 2011 were as follows:

Issuer and					Value as a %
Acquisition Date	Cost		Value		Of Net Assets
Metro-Goldwyn-Mayer Studios Inc ‘A’ Acq. 12/30/10	$	671,651	$	493,863		0.5	%

(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 11 in Notes to Financial Statements) as of September 30, 2011:

						Level 2		Level 3
		Total Value at		Level 1		Significant		Significant
		September 30, 2011		Quoted Price		Observable Inputs		Unobservable Inputs
Assets	Common Stocks (1)	$	493,863	$	—	$	493,863	$	—
	Senior Loan Notes		88,470,503		—		88,470,503		—
	Short-Term Investment		1,977,037		1,977,037		—		—
	Total	$	90,941,403	$	1,977,037	$	88,964,366	$	—

(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-65

A-7

PACIFIC LIFE FUNDS
PL INFLATION MANAGED FUND
Schedule of Investments
Septembers 30, 2011 (Unaudited)

	Shares		Value
CONVERTIBLE PREFERRED STOCKS - 0.0%
Financials - 0.0%
Wells Fargo & Co 7.500%		100	$	103,306
Total Convertible Preferred Stocks (Cost $100,000)				103,306

	Principal
	Amount
CORPORATE BONDS & NOTES - 21.5%
Consumer Discretionary - 0.1%
Starwood Hotels & Resorts Worldwide Inc
6.250% due 02/15/13	$	300,000	310,500
Energy - 0.9%
EOG Resources Inc
1.007% due 02/03/14 §		1,000,000	1,008,870
Petrobras International Finance Co (Cayman)
3.875% due 01/27/16		1,000,000	1,002,000
Petroleos Mexicanos (Mexico)
5.500% due 01/21/21		100,000	106,000
			2,116,870
Financials - 18.5%
ABN AMRO Bank NV (Netherlands)
2.023% due 01/30/14 § ~		1,000,000	953,361
Ally Financial Inc
3.478% due 02/11/14 §		700,000	643,743
8.300% due 02/12/15		100,000	99,125
American International Group Inc
8.175% due 05/15/68 §		200,000	177,250
Banco Santander (Chile)
1.501% due 04/20/12 § ~		300,000	300,259
Banco Santander Brazil SA (Brazil)
2.450% due 03/18/14 § ~		1,600,000	1,542,000
4.250% due 01/14/16 ~		400,000	386,792
Bank of America Corp
1.001% due 06/11/12 §	GBP	900,000	1,363,917
Countrywide Financial Corp
5.800% due 06/07/12	$	400,000	401,233
Credit Agricole Home Loan SFH (France)
1.002% due 07/21/14 § ~		400,000	390,546
Dexia Credit Local SA NY (France)
0.731% due 03/05/13 § ~		4,400,000	4,390,298
Ford Motor Credit Co LLC
7.250% due 10/25/11		500,000	500,632
7.500% due 08/01/12		900,000	918,621
FUEL Trust
3.984% due 12/15/22 ~		1,000,000	980,746
General Electric Capital Corp
0.471% due 12/20/13 §		200,000	195,607
General Motors Acceptance Corp
6.000% due 12/15/11		500,000	503,125
7.000% due 02/01/12		600,000	605,250
HBOS PLC (United Kingdom)
6.750% due 05/21/18 ~		300,000	256,342
HSBC Finance Corp
0.499% due 01/15/14 §		4,600,000	4,339,967
ICICI Bank Ltd (India)
2.058% due 02/24/14 § ~		300,000	293,826
ING Bank NV (Netherlands)
1.397% due 03/15/13 § ~		900,000	894,258
1.737% due 06/09/14 § ~		3,000,000	2,951,238
Merrill Lynch & Co Inc
1.836% due 08/25/14 §	EUR	1,000,000	1,157,290
2.287% due 09/27/12 §		1,000,000	1,298,198
5.450% due 07/15/14	$	300,000	293,883
Metropolitan Life Global Funding I
5.125% due 04/10/13 ~		100,000	105,009
Morgan Stanley
1.840% due 11/29/13 §	EUR	200,000	244,797
2.001% due 04/13/16 §		1,000,000	1,103,970
2.786% due 05/14/13 §	$	1,000,000	967,424
Nordea Eiendomskreditt AS (Norway)
0.666% due 04/07/14 § ~		2,200,000	2,203,332
SLM Corp
3.125% due 09/17/12	EUR	300,000	396,220
6.250% due 01/25/16	$	3,100,000	3,047,278
Societe Generale SA (France)
1.296% due 04/11/14 § ~		1,200,000	1,075,081
The Goldman Sachs Group Inc
1.905% due 02/04/13 §	EUR	1,500,000	1,921,158
5.375% due 02/15/13		500,000	676,071
The Royal Bank of Scotland Group PLC (United Kingdom)
2.723% due 08/23/13 §	$	700,000	698,022
3.000% due 12/09/11 ~		200,000	200,988
4.875% due 03/16/15		400,000	392,136
Volkswagen International Finance NV (Netherlands)
0.696% due 10/01/12 § ~		1,900,000	1,904,028
Wachovia Corp
1.685% due 02/13/14 §	EUR	500,000	646,921
5.060% due 05/25/12 §	AUD	1,400,000	1,343,877
			42,763,819
Health Care - 0.3%
HCA Inc
7.250% due 09/15/20	$	600,000	609,000
Industrials - 0.8%
International Lease Finance Corp
5.350% due 03/01/12		500,000	496,250
6.375% due 03/25/13		900,000	879,750
6.500% due 09/01/14 ~		100,000	100,500
6.750% due 09/01/16 ~		100,000	100,750
7.125% due 09/01/18 ~		200,000	201,750
			1,779,000
Materials - 0.2%
Cemex SAB de CV (Mexico)
5.369% due 09/30/15 § ~		700,000	458,507
Telecommunication Services - 0.7%
TDC AS (Denmark)
3.500% due 02/23/15 ~	EUR	1,200,000	1,639,089
Total Corporate Bonds & Notes (Cost $51,412,603)			49,676,785
MORTGAGE-BACKED SECURITIES - 9.0%
Collateralized Mortgage Obligations — Commercial - 1.8%
Banc of America Large Loan Inc
1.979% due 11/15/15 “ § ~	$	966,198	862,584
DBUBS Mortgage Trust
3.386% due 07/12/44 “ ~		1,900,000	1,927,146
European Loan Conduit (Ireland)
1.685% due 05/15/19 “ § ~	EUR	481,376	531,254

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-8

PACIFIC LIFE FUNDS
PL INFLATION MANAGED FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Principal
	Amount		Value
JPMorgan Chase Commercial Mortgage Securities Corp
5.336% due 05/15/47 “	$	110,000	$	114,108
Morgan Stanley Capital I
6.080% due 06/11/49 “ §		100,000		106,547
UBS Commercial Mortgage Trust
1.129% due 07/15/24 “ § ~		462,781		431,811
Wachovia Bank Commercial Mortgage Trust
5.418% due 01/15/45 “ §		210,000		226,818
				4,200,268
Collateralized Mortgage Obligations — Residential - 7.2%
Arran Residential Mortgages Funding PLC (United Kingdom)
2.735% due 11/19/47 “ § ~	EUR 1,117,635			1,494,579
2.985% due 11/19/47 “ § ~		500,000		667,495
Bear Stearns Adjustable Rate Mortgage Trust
2.150% due 08/25/35 “ §	$	28,980		27,007
2.400% due 08/25/35 “ §		50,316		46,405
2.710% due 03/25/35 “ §		99,938		93,164
2.731% due 03/25/35 “ §		30,588		28,959
3.066% due 01/25/35 “ §		3,010,179		2,575,128
Citigroup Mortgage Loan Trust Inc
2.370% due 08/25/35 “ §		46,594		42,550
2.450% due 08/25/35 “ §		39,114		32,559
Countrywide Home Loan Mortgage Pass-Through Trust
0.575% due 06/25/35 “ § ~		30,996		26,926
4.424% due 01/19/34 “ §		144,982		129,975
Fannie Mae
0.585% due 07/25/37 “ §		725,681		725,575
0.615% due 07/25/37 “ §		651,454		651,801
0.675% due 05/25/36 “ §		521,196		522,560
0.680% due 02/25/37 “ §		152,919		153,296
0.915% due 02/25/41 “ §		873,566		876,189
Freddie Mac
0.829% due 12/15/37 “ §		2,454,831		2,472,905
GSR Mortgage Loan Trust
2.738% due 09/25/35 “ §		77,258		71,404
Holmes Master Issuer (United Kingdom)
2.955% due 10/15/54 “ § ~	EUR 1,200,000			1,603,053
JP Morgan Mortgage Trust
5.170% due 06/25/35 “ §	$	366,729		351,435
MLCC Mortgage Investors Inc
2.098% due 12/25/34 “ §		218,785		206,979
New York Mortgage Trust Inc
2.805% due 05/25/36 “ §		690,782		564,115
Permanent Master Issuer PLC (United Kingdom)
2.905% due 07/15/40 “ § ~	EUR	500,000		668,428
RBSSP Resecuritization Trust
2.211% due 07/26/45 “ § ~	$	1,009,009		939,282
Residential Accredit Loans Inc
0.415% due 06/25/46 “ §		158,221		53,985
Structured Asset Mortgage Investments Inc
0.445% due 05/25/46 “ §		146,973		75,983
Wells Fargo Mortgage Backed Securities Trust
2.724% due 10/25/35 “ §		518,171		456,199
2.727% due 10/25/35 “ §		1,400,000		1,158,162
				16,716,098
Total Mortgage-Backed Securities (Cost $21,337,831)				20,916,366
ASSET-BACKED SECURITIES - 4.5%
Aames Mortgage Investment Trust
0.815% due 10/25/35 “ §		98,812		98,160
AMMC CLO (Cayman)
0.586% due 08/08/17 “ § ~		197,131		188,791
ARES Ltd CLO (Cayman)
0.564% due 03/12/18 “ § ~		416,338		403,507
Asset Backed Funding Certificates
0.715% due 06/25/35 “ §		820,982		799,404
Driver One GmbH (Germany)
2.247% due 09/21/14 “ § ~	EUR	212,893		285,474
First Franklin Mortgage Loan Asset-Backed Certificates
0.285% due 11/25/36 “ §	$	1,425		1,421
Freddie Mac Structured Pass-Through Securities
0.515% due 09/25/31 “ §		2,542		2,414
Harvest SA CLO (Luxembourg)
2.228% due 03/29/17 “ § ~	EUR	191,183		244,335
Hillmark Funding CDO (Cayman)
0.548% due 05/21/21 “ § ~	$	1,100,000		1,013,679
Katonah Ltd CLO (Cayman)
0.671% due 09/20/16 “ § ~		496,395		483,260
MAGI Funding I PLC CDO
1.835% due 04/11/21 “ § ~	EUR	464,742		576,082
Pacifica Ltd CLO (Cayman)
0.636% due 02/15/17 “ § ~	$	599,194		582,021
Park Place Securities Inc
0.915% due 12/25/34 “ §		323,735		307,702
Plymouth Rock Ltd Inc CLO
1.790% due 02/16/19 “ § ~		739,466		732,982
Race Point CLO (Cayman)
0.836% due 05/15/15 “ § ~		286,874		282,723
SLM Student Loan Trust
1.788% due 12/15/23 “ §	EUR	2,046,836		2,628,253
1.798% due 09/15/21 “ § ~		1,050,095		1,380,230
Structured Asset Securities Corp
0.325% due 02/25/37 “ §	$	116,761		115,611
Wood Street BV CLO (Netherlands)
1.988% due 03/29/21 “ § ~	EUR	214,111		270,487
Total Asset-Backed Securities (Cost $10,643,092)				10,396,536
U.S. TREASURY OBLIGATIONS - 98.2%
U.S. Treasury Inflation Protected Securities - 98.2%
0.125% due 04/15/16 ^	$	2,865,772		2,960,477
0.500% due 04/15/15 ^		4,065,633		4,231,116
0.625% due 04/15/13 ^		2,030,777		2,068,060
0.625% due 07/15/21 ^ ‡		7,116,756		7,436,455
1.250% due 04/15/14 ^		2,028,231		2,125,207
1.250% due 07/15/20 ^		7,354,890		8,132,898
1.375% due 01/15/20 ^		104,471		116,444
1.625% due 01/15/15 ^ ‡		6,743,898		7,257,594
1.625% due 01/15/18 ^		1,617,555		1,811,029
1.750% due 01/15/28 ^		6,254,546		7,257,719
1.875% due 07/15/13 ^		7,749,252		8,114,924
1.875% due 07/15/19 ^		5,925,136		6,829,181
2.000% due 01/15/14 ^ ‡		16,444,777		17,466,146
2.000% due 01/15/26 ^		5,008,256		5,961,392
2.125% due 01/15/19 ^		4,208,960		4,908,700
2.125% due 02/15/40 ^		3,553,782		4,532,739
2.125% due 02/15/41 ^		3,817,994		4,894,938
2.375% due 01/15/17 ^		2,128,475		2,448,412
2.375% due 01/15/25 ^		7,406,792		9,163,594
2.375% due 01/15/27 ^ ‡		17,435,865		21,816,611
2.500% due 01/15/29 ^		8,419,298		10,818,832
2.625% due 07/15/17 ^ ‡		10,792,597		12,719,123
3.000% due 07/15/12 ^ ‡		35,892,215		36,828,469
3.375% due 01/15/12 ^		6,373,644		6,406,019
3.375% due 04/15/32 ^		190,914		282,135

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-9

PACIFIC LIFE FUNDS
PL INFLATION MANAGED FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Principal
	Amount		Value
3.625% due 04/15/28 ^	$	5,265,861	$	7,585,720
3.875% due 04/15/29 ^ ‡		15,337,691		23,078,701
				227,252,635
Total U.S. Treasury Obligations (Cost $220,708,049)				227,252,635
FOREIGN GOVERNMENT BONDS & NOTES - 6.4%
Australian Government Bond (Australia)
2.500% due 09/20/30	AUD	200,000		217,266
3.000% due 09/20/25		1,400,000		1,645,350
4.000% due 08/20/20		1,600,000		2,758,887
Canada Housing Trust No. 1(Canada)
2.450% due 12/15/15 ~	CAD 1,200,000			1,186,567
Canadian Government Bond (Canada)
2.750% due 09/01/16		700,000		710,955
Instituto de Credito Oficial (Spain)
3.286% due 03/25/14 § ~	EUR 1,600,000			2,072,727
Italy Buoni Poliennali Del Tesoro (Italy)
2.100% due 09/15/16		409,332		505,510
2.100% due 09/15/21		2,796,201		3,056,738
New South Wales Treasury Corp (Australia)
2.750% due 11/20/25	AUD	500,000		563,229
United Kingdom Treasury Gilt (United Kingdom)
4.750% due 12/07/30	GBP	500,000		948,948
United Kingdom Treasury Gilt Inflation-Linked (United Kingdom)
1.875% due 11/22/22		570,690		1,102,009
Total Foreign Government Bonds & Notes (Cost $15,562,551)				14,768,186
MUNICIPAL BONDS - 0.1%
Tobacco Settlement Finance Authority of WV ‘A’
7.467% due 06/01/47	$	95,000		69,176
Tobacco Settlement Financing Corp of RI ‘A’
6.000% due 06/01/23		55,000		55,466
Total Municipal Bonds (Cost $139,604)				124,642
SHORT-TERM INVESTMENTS - 6.6%
U.S. Treasury Bills - 1.2%
0.035% due 03/29/12		2,700,000		2,699,298
Repurchase Agreements - 4.7%
Citigroup Inc
0.100% due 10/03/11 (Dated 09/30/11, repurchase price of $6,700,056, collateralized by Fannie Mae: 5.250% due 08/01/12 and value $6,836,899)		6,700,000		6,700,000
Citigroup Inc
0.100% due 10/03/11 (Dated 09/30/11, repurchase price of $4,200,035, collateralized by Federal Farm Credit Bank: 3.800% due 06/14/21 and value $4,326,339)		4,200,000		4,200,000
				10,900,000
Money Market Fund - 0.7%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		1,700,518		1,700,518
Total Short-Term Investments (Cost $15,300,046)				15,299,816
TOTAL INVESTMENTS - 146.3% (Cost $335,203,776)				338,538,272
OTHER ASSETS & LIABILITIES, NET - (46.3%)				(107,118,762	)
NET ASSETS - 100.0%			$	231,419,510

Notes to Schedule of Investments

(a) As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:

U.S. Treasury Obligations	98.2	%
Corporate Bonds & Notes	21.5	%
Mortgage-Backed Securities	9.0	%
Short-Term Investments	6.6	%
Foreign Government Bonds & Notes	6.4	%
Asset-Backed Securities	4.5	%
Municipal Bonds	0.1	%
	146.3	%
Other Assets & Liabilities, Net	(46.3	%)
	100.0	%

(b) As of September 30, 2011, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

AAA	2.9	%
A-1 (Short-term debt only)	4.0	%
AA / U.S. Government & Agency Issues	73.1	%
A	7.6	%
BBB	3.5	%
BB	0.8	%
B	0.8	%
CC	0.3	%
NR	7.0	%
	100.0	%

(c)	Short-term investments reflect either the stated coupon rate or the annualized effective yield on the date of purchase for discounted Investments.
(d)	As of September 30, 2011, less than 0.1% of the fund’s net were reported illiquid by the portfolio manager under the Trust’s policy.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-10

PACIFIC LIFE FUNDS
PL INFLATION MANAGED FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

(e) Open futures contracts outstanding as of September 30, 2011 were as follows:

					Unrealized
	Number of		Notional		Appreciation
Long Futures Outstanding	Contracts		Amount		(Depreciation)
3-Month Euribor (12/13)		1	EUR 1,000,000		$	15
3-Month Euribor (12/13)		6		6,000,000		(1,616	)
Euro Bund 10-Year Notes		21		2,100,000		37,957
Eurodollar (03/13)		35	$	35,000,000		42,014
Eurodollar (06/13)		13		13,000,000		19,528
Eurodollar (09/13)		36		36,000,000		39,214
Eurodollar (12/13)		19		19,000,000		(1,695	)
Eurodollar (12/13)		178		178,000,000		285,217
U.S. Treasury 10-Year Notes (12/11)		6		600,000		(1,224	)
U.S. Treasury 10-Year Notes (12/11)		20		2,000,000		29,046
Total Future Contracts					$	448,456

(f) Reverse repurchase agreements outstanding as of September 30, 2011 were as follows:

	Interest			Settlement	Maturity	Repurchase		Principal
Counterparty	Rate			Date	Date	Amount		Amount
JPM		0.090	%	07/19/2011	10/19/2011	$	16,167,866	$	16,164,148
DUB		0.180	%	07/29/2011	10/28/2011		1,037,472		1,037,000
								$	17,201,148

(g)	The average amount of borrowings by the fund on reverse repurchase agreements while outstanding during the six-month period ended September 30, 2011 was $5,548,696 at a weighted average interest rate of 0.121%.
(h)	Forward foreign currency contracts outstanding as of September 30, 2011 were as follows:

Contracts		Principal Amount				Unrealized
to Buy or		Covered by				Appreciation
to Sell	Currency	Contracts		Expiration	Counterparty	(Depreciation)
Sell	AUD		900,000	11/11	CIT	$	11,406
Sell	AUD		7,155,000	11/11	DUB		87,034
Buy	BRL		30,000	11/11	HSB		(2,966	)
Buy	BRL		30,000	11/11	MSC		(3,151	)
Sell	BRL		3,916	11/11	BRC		304
Sell	BRL		160,550	11/11	CIT		14,531
Sell	BRL		159,100	11/11	DUB		13,886
Sell	CAD		55,000	11/11	DUB		2,946
Sell	CAD		56,000	11/11	RBC		3,199
Buy	CNY		237,000	11/11	BRC		246
Buy	CNY		1,424,792	11/11	CIT		3,918
Buy	CNY		887,138	11/11	JPM		958
Buy	CNY		2,318,616	02/12	DUB		6,087
Buy	CNY		3,199,500	06/12	BRC		3,905
Buy	EUR		535,000	10/11	BRC		(54,710	)
Buy	EUR		536,000	10/11	CIT		(47,867	)
Buy	EUR		147,000	10/11	CSF		(10,600	)
Buy	EUR		1,054,000	10/11	JPM		(90,623	)
Buy	EUR		491,000	10/11	RBC		(38,071	)
Buy	EUR		865,000	10/11	UBS		(48,717	)
Sell	EUR		630,000	10/11	CSF		35,719
Sell	EUR		829,000	10/11	DUB		58,968
Sell	EUR		631,000	10/11	MSC		34,040
Sell	EUR		4,000	10/11	UBS		317
Buy	EUR		205,000	12/11	CIT		(2,103	)
Buy	EUR		183,000	12/11	GSC		(949	)
Buy	EUR		170,000	12/11	MSC		(4,179	)
Sell	EUR		30,000	12/11	CIT		501
Sell	EUR		25,246,000	12/11	UBS		675,946
Sell	GBP		901,000	12/11	BRC		34,062
Sell	GBP		619,000	12/11	GSC		(4,831	)
Sell	GBP		275,000	12/11	GSC		11,020
Sell	GBP		225,000	12/11	JPM		8,067
Sell	GBP		193,000	12/11	UBS		7,207
Buy	IDR		3,209,200,000	10/11	CIT		17,033
Buy	IDR		1,480,000,000	10/11	GSC		7,883

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-11

PACIFIC LIFE FUNDS
PL INFLATION MANAGED FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

Contracts		Principal Amount				Unrealized
to Buy or		Covered by				Appreciation
to Sell	Currency	Contracts		Expiration	Counterparty	(Depreciation)
Buy	IDR		1,781,400,000	01/12	CIT	$	3,826
Sell	INR		7,392,000	11/11	BRC		10,176
Buy	INR		110,944,900	07/12	JPM		(171,849	)
Sell	JPY		56,435,000	10/11	CIT		(29,553	)
Buy	KRW		2,841,075,000	11/11	JPM		(266,577	)
Sell	KRW		596,000,000	11/11	MSC		(4,465	)
Buy	MXN		14,715,055	11/11	MSC		(197,551	)
Buy	MYR		283,084	11/11	CIT		(6,403	)
Buy	MYR		2,057,395	04/12	JPM		(37,500	)
Buy	PHP		16,651,010	11/11	BRC		4,613
Buy	PHP		5,300,000	11/11	CIT		1,348
Buy	PHP		30,782,000	03/12	CIT		(11,764	)
Buy	SGD		252,030	12/11	CIT		(7,256	)
Buy	SGD		1,364,011	12/11	UBS		(92,434	)
Total Forward Foreign Currency Contracts							($74,973	)

(i) Transactions in written options for the six-month period September 30, 2011 were as follows:

				Notional		Notional
	Number of			Amount		Amount
	Contracts			in EUR		in $			Premium
Outstanding, March 31, 2011		87			—		34,800,000		$	351,070
Call Options Written		27			—		12,300,000			76,873
Put Options Written		48			1,400,000		50,700,000			222,076
Call Options Closed		(60	)		—		(2,800,000	)		(33,561	)
Put Options Closed		—			—		(28,200,000	)		(46,177	)
Call Options Expired		(30	)		—		(2,600,000	)		(28,912	)
Put Options Expired		(72	)		—		(7,500,000	)		(72,113	)
Outstanding, September 30, 2011		—			1,400,000		56,700,000		$	469,256

(j)	Premiums received and value of written options outstanding as of September 30, 2011 were as follows:
	Foreign Currency Options

	Exercise		Expiration		Counter-	Notional
Description	Price		Date		party	Amount		Premium		Value
Put — OTC Australian dollar versus U.S. dollarD	$	0.99		10/11/11	MSC	AUD 1,400,000	$	13,572	$	(38,946	)

Inflation Floor/Cap Options

	Strike	Exercise	Expiration	Counter-	Notional
Description	Index	Index	Date	party	Amount		Premium		Value
Floor — OTC U.S. CPI Urban Consumers NSA	215.95	Maximum of [(1+0.00%)10 - Inflation Adjustment] or $0	03/12/20	CIT	$	1,200,000	$	10,320		($4,044	)
Floor — OTC U.S. CPI Urban Consumers NSA	216.69	Maximum of [(1+0.00%)10 - Inflation Adjustment] or $0	04/07/20	CIT		2,000,000		17,720		(7,092	)
Floor — OTC U.S. CPI Urban Consumers NSA	217.97	Maximum of [(1+0.00%)10 - Inflation Adjustment] or $0	09/29/20	CIT		300,000		3,870		(1,188	)
Floor — OTC U.S. CPI Urban Consumers NSA	218.01	Maximum of [(1+0.00%)10 - Inflation Adjustment] or $0	10/13/20	DUB		700,000		6,860		(4,105	)
							$	38,770		($16,429	)

Interest Rate Swaptions

	Pay/Receive
	Floating Rate
	Based on 3-Month	Exercise			Expiration		Counter-	Notional
Description	USD-LIBOR	Rate			Date		party	Amount	Premium		Value
Call — OTC 5-Year Interest Rate Swap	Receive		1.800	%		10/11/11	RBS	$2,800,000	$	15,934		($71,907	)
Call — OTC 10-Year Interest Rate Swap	Receive		3.000	%		10/11/11	MSC	4,400,000		30,360		(356,685	)
										46,294		(428,592	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-12

PACIFIC LIFE FUNDS
PL INFLATION MANAGED FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Pay/Receive
	Floating Rate
	Based on 3-Month	Exercise			Expiration		Counter-	Notional
Description	USD-LIBOR	Rate			Date		party	Amount	Premium		Value
Put — OTC 10-Year Interest Rate Swap	Pay		3.750	%		10/11/11	MSC	$44,400,000	$	49,720	$	—
Put — OTC 3-Year Interest Rate Swap	Pay		3.000	%		06/18/12	BRC	3,800,000		34,352		(1,772	)
Put — OTC 3-Year Interest Rate Swap	Pay		3.000	%		06/18/12	CIT	1,400,000		15,688		(653	)
Put — OTC 3-Year Interest Rate Swap	Pay		3.000	%		06/18/12	DUB	1,000,000		11,177		(466	)
Put — OTC 3-Year Interest Rate Swap	Pay		3.000	%		06/18/12	RBS	2,200,000		24,377		(1,026	)
Put — OTC 10-Year Interest Rate Swap	Pay		10.000	%		07/10/12	MSC	200,000		1,320		—
Put — OTC 10-Year Interest Rate Swap	Pay		10.000	%		07/10/12	RBS	500,000		3,400		(1	)
Put — OTC 2-Year Interest Rate Swap	Pay		2.250	%		09/24/12	CIT	600,000		4,087		(411	)
Put — OTC 2-Year Interest Rate Swap	Pay		2.250	%		09/24/12	MSC	300,000		1,920		(206	)
Put — OTC 2-Year Interest Rate Swap	Pay		2.250	%		09/24/12	RBS	12,600,000		101,115		(8,641	)
Put — OTC 1-Year Interest Rate Swap	Pay		1.750	%		07/11/13	DUB	11,600,000		56,985		(19,245	)
										304,141		(32,421	)
									$	350,435		($461,013	)

     Straddle Options

	Exercise		Expiration	Counter-	Notional
Description	Price (1)		Date	party	Amount		Premium		Value
Call & Put — OTC 1-Year vs. 1 Year Forward Volatility AgreementD	$	—	10/11/11	JPM	$	1,200,000	$	6,096		($4,483	)
Call & Put — OTC 1-Year vs. 2 Year Forward Volatility AgreementD		—	10/11/11	MSC		2,600,000		28,849		(26,410	)
Call & Put — OTC 1-Year vs. 2 Year Forward Volatility AgreementD		—	11/14/11	MSC		2,900,000		31,534		(30,162	)
							$	66,479		($61,055	)

(1) Exercise price and final cost determined on a future date based upon implied volatility parameters.

Total Written Options $ 469,256 ($577,443 )

(k) Swap agreements outstanding as of September 30, 2011 were as follows:

Credit Default Swaps on Corporate and Sovereign Issues — Buy Protection (1)

	Fixed Deal					Implied Credit							Upfront			Unrealized
	Pay			Expiration	Counter-	Spread at			Notional				Premiums Paid			Appreciation
Referenced Obligation	Rate			Date	party	09/30/11 (3)			Amount (4)		Value (5)		(Received)			(Depreciation)
Starwood Hotels & Resorts Worldwide Inc 6.750% due 05/15/18		(1.000	%)	03/20/13	DUB		1.488	%	$	300,000	$	2,043	$	5,065		$	(3,022	)
American International Group Inc 5.875% due 05/01/13 D		(5.000	%)	03/20/13	GSC		7.062	%		900,000		23,826		(41,360	)		65,186
											$	25,869	$	(36,295	)	$	62,164

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

	Fixed Deal					Implied Credit						Upfront			Unrealized
	Receive			Expiration	Counter-	Spread at	Notional					Premiums Paid			Appreciation
Referenced Obligation	Rate			Date	party	09/30/11 (3)	Amount (4)		Value (5)			(Received)			(Depreciation)
Petrobras International 8.375% due 12/10/18		1.000	%	09/20/12	DUB	1.136%	$	100,000		($102	)		($1,241	)	$	1,139
American International Group Inc 6.250% due 05/01/36		1.950	%	03/20/13	DUB	3.420%		1,200,000		(24,302	)		—			(24,302	)
France Government Bond OAT 4.250% due 04/25/19		0.250	%	06/20/15	CIT	1.645%		300,000		(14,886	)		(6,336	)		(8,550	)
Republic of Brazil 1 2.250% due 03/06/30		1.000	%	06/20/15	BRC	1.743%		800,000		(21,105	)		(6,842	)		(14,263	)
United Kingdom GILT 4.250% due 06/07/32D		1.000	%	06/20/15	GSC	0.757%		1,600,000		14,679			17,606			(2,927	)
Republic of Brazil 12.250% due 03/06/30		1.000	%	06/20/15	HSB	1.743%		700,000		(18,466	)		(7,024	)		(11,442	)
France Government Bond OAT 4.250% due 04/25/19		0.250	%	12/20/15	BRC	1.713%		800,000		(46,718	)		(15,889	)		(30,829	)
Japanese Government Bond 2.000% due 03/21/22		1.000	%	12/20/15	GSC	1.312%		1,000,000		(12,357	)		22,098			(34,455	)
France Government Bond OAT 4.250% due 04/25/19		0.250	%	06/20/16	CIT	1.792%		500,000		(34,020	)		(21,588	)		(12,432	)
Japanese Government Bond 2.000% due 03/21/22		1.000	%	06/20/16	HSB	1.393%		1,300,000		(22,617	)		(635	)		(21,982	)
										($179,894	)		($19,851	)		($160,043	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-13

PACIFIC LIFE FUNDS
PL INFLATION MANAGED FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

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

	Fixed Deal										Upfront
	Receive			Expiration	Counter-	Notional					Premiums Paid		Unrealized
Referenced Obligation	Rate			Date	party	Amount (4)		Value (5)			(Received)		Depreciation
Dow Jones CDX NA EM14 5Y		5.000	%	12/20/15	CIT	$	1,900,000	$	115,617		$	244,835	$	(129,218	)
Dow Jones CDX NA EM14 5Y		5.000	%	12/20/15	DUB		200,000		12,171			30,200		(18,029	)
Dow Jones CDX NA EM14 5Y		5.000	%	12/20/15	MSC		1,200,000		73,021			168,000		(94,979	)
Dow Jones CDX NA EM14 5Y		5.000	%	12/20/15	UBS		300,000		18,255			42,300		(24,045	)
Dow Jones CDX NA IG-16 5Y		1.000	%	06/20/16	GSC		2,400,000		(37,382	)		4,994		(42,376	)
Dow Jones CDX NA EM15 5Y		5.000	%	06/20/16	BRC		200,000		12,262			27,000		(14,738	)
								$	193,944		$	517,329	$	(323,385	)
								$	39,919		$	461,183	$	(421,264	)

(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 net settlement amount in the form of cash or investments equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying investments comprising the referenced index.
(3)	An implied credit spread is the spread in yield between a U.S. Treasury security and the referenced obligation or underlying investment that are identical in all respects except for the quality rating. Implied credit spreads, represented in absolute terms, utilized in determining the value of credit default swap agreements on corporate issues or sovereign issues of an emerging country as of period end serve as an indicator of the current status of the payment/performance risk and represent the likelihood of risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. Wider credit spreads, in comparison to narrower credit spreads, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood of risk of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced entity or obligation.
(4)	The maximum potential amount the fund could be required to make as a seller of credit protection or receive as a buyer of 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 represent the likelihood of an expected liability (or profit) for the credit derivative should the notional amount of the swap agreement been closed/sold as of the period end. Increasing values in absolute terms when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood of risk of default or other credit event occurring as defined under the terms of the agreement.

Interest Rate Swaps

													Upfront
													Premiums			Unrealized
	Counter-	Pay/Receive	Fixed			Expiration		Notional					Paid			Appreciation
Floating Rate Index	party	Floating Rate	Rate			Date		Amount		Value			(Received)			(Depreciation)
France CPI Excluding Tobacco	JPM	Pay		2.028	%		10/15/11	EUR 200,000		$	7,606		$	—		$	7,606
BRL — CDI Compounded	MSC	Pay		10.115	%		01/02/12	BRL 1,300,000			(24,690	)		(18,939	)		(5,751	)
BRL — CDI Compounded	BRC	Pay		10.680	%		01/02/12		800,000		(4,488	)		(6,967	)		2,479
BRL — CDI Compounded	HSB	Pay		11.140	%		01/02/12		500,000		5,507			1,918			3,589
BRL — CDI Compounded	MSC	Pay		11.290	%		01/02/12		200,000		(73	)		(212	)		139
BRL — CDI Compounded	HSB	Pay		11.360	%		01/02/12		6,500,000		63,622			3,554			60,068
BRL — CDI Compounded	GSC	Pay		11.670	%		01/02/12		200,000		3,522			1,620			1,902
BRL — CDI Compounded	BOA	Pay		14.765	%		01/02/12		100,000		5,892			191			5,701
BRL — CDI Compounded	HSB	Pay		14.765	%		01/02/12		2,300,000		135,521			15,333			120,188
BRL — CDI Compounded	GSC	Pay		11.890	%		01/02/13		3,500,000		56,291			2,160			54,131
BRL — CDI Compounded	HSB	Pay		11.890	%		01/02/13		1,400,000		22,516			1,943			20,573
BRL — CDI Compounded	MSC	Pay		11.980	%		01/02/13		900,000		15,275			—			15,275
BRL — CDI Compounded	UBS	Pay		12.070	%		01/02/13		1,900,000		34,875			(6,688	)		41,563
BRL — CDI Compounded	BRC	Pay		12.285	%		01/02/13		800,000		16,925			2,511			14,414
Total Interest Rate Swaps										$	338,301		$	(3,576	)	$	341,877
Total Swap Agreements										$	378,220		$	457,607		$	(79,387	)

(l) As of September 30, 2011, investments with total aggregate values of $371,025 and $17,296,155 were fully or partially segregated with the broker(s)/custodian as collateral for open futures contracts and reverse repurchase agreements, respectively. Additionally, $14,700 in cash was segregated as collateral for open futures contracts.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-14

PACIFIC LIFE FUNDS
PL INFLATION MANAGED FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

(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 11 in Notes to Financial Statements) as of September 30, 2011:

							Level 2			Level 3
	Total Value at			Level 1			Significant			Significant
	September 30, 2011			Quoted Price			Observable Inputs			Unobservable Inputs
Assets
Convertible Preferred Stocks (1)	$	103,306		$	103,306		$	—		$	—
Corporate Bonds & Notes		49,676,785			—			49,676,785			—
Mortgage-Backed Securities		20,916,366			—			20,916,366			—
Asset-Backed Securities		10,396,536			—			9,820,454			576,082
U.S. Treasury Obligations		227,252,635			—			227,252,635			—
Foreign Government Bonds & Notes		14,768,186			—			14,768,186			—
Municipal Bonds		124,642			—			124,642			—
Short-Term Investments		15,299,816			1,700,518			13,599,298			—
Derivatives:
Credit Contracts
Swaps		271,874			—			271,874			—
Foreign Currency Contracts
Forward Foreign Currency Contracts		1,059,146			—			1,059,146			—
Interest Rate Contracts
Futures		452,991			452,991			—			—
Swaps		367,552			—			367,552			—
Total Interest Rate Contracts		820,543			452,991			367,552			—
Total Assets — Derivatives		2,151,563			452,991			1,698,572			—
Total Assets		340,689,835			2,256,815			337,856,938			576,082
Liabilities
Derivatives:
Credit Contracts
Swaps		(231,955	)		—			(231,955	)		—
Foreign Currency Contracts
Forward Foreign Currency Contracts		(1,134,119	)		—			(1,134,119	)		—
Written Options		(38,946	)		—			(38,946	)		—
Total Foreign Currency Contracts		(1,173,065	)		—			(1,173,065	)		—
Interest Rate Contracts
Futures		(4,535	)		(4,535	)		—			—
Swaps		(29,251	)		—			(29,251	)		—
Written Options		(538,497	)		—			(461,013	)		(77,484	)
Total Interest Rate Contracts		(572,283	)		(4,535	)		(490,264	)		(77,484	)
Total Liabilities — Derivatives		(1,977,303	)		(4,535	)		(1,895,284	)		(77,484	)
Total Liabilities		(1,977,303	)		(4,535	)		(1,895,284	)		(77,484	)
Total	$	338,712,532		$	2,252,280		$	335,961,654		$	498,598

The following is a reconciliation of investments for significant unobservable inputs (Level 3) used in valuing the fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) for the six-month period ended September 30, 2011:

										Derivatives
										Interest Rate
	Corporate Bonds			Asset-Backed			Foreign Government			Contracts
	& Notes			Securities			Bonds & Notes			Written Options			Total
Value, Beginning of Period	$	4,597,626		$	4,420,360		$	2,261,770		$	(132,634	)	$	11,147,122
Purchases		—			623,521			—			—			623,521
Sales		(2,084,838	)		(395,795	)		—			—			(2,480,633	)
Accrued Discounts (Premiums)		—			476			—			—			476
Net Realized Gains (Losses)		(15,162	)		9,414			—			—			(5,748	)
Change in Net Unrealized Appreciation (Depreciation)		(468	)		(607,704	)		(189,043	)		55,150			(742,065	)
Transfers In		—			—			—			—			—
Transfers Out		(2,497,158	)		(3,474,190	)		(2,072,727	)		—			(8,044,075	)
Value, End of Period	$	—		$	576,082		$	—		$	(77,484	)	$	498,598
Change in Net Unrealized Appreciation (Depreciation) on Level 3 Investments Held at the End of Period, if Applicable	$	—		$	(47,914	)	$	—		$	55,150		$	7,236

(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-65

A-15

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments
September 30, 2011 (Unaudited)

	Shares		Value
CONVERTIBLE PREFERRED STOCKS - 0.8%
Financials - 0.8%
Lehman Brothers Holdings Inc 8.750% W		1,500	$	386
Wells Fargo & Co 7.500%		3,000		3,099,180
				3,099,566
Total Convertible Preferred Stocks (Cost $3,611,829)				3,099,566
PREFERRED STOCKS - 0.0%
Financials - 0.0%
Fannie Mae *		8,000		11,600
Total Preferred Stocks (Cost $200,000)				11,600

	Principal
	Amount
CORPORATE BONDS & NOTES - 34.3%
Consumer Staples - 0.7%
Anheuser-Busch InBev Worldwide Inc
0.802% due 01/27/14 §	$	1,300,000	1,310,685
Kraft Foods Inc
6.125% due 02/01/18		700,000	823,589
6.875% due 02/01/38		100,000	126,802
Reynolds American Inc
7.625% due 06/01/16		100,000	119,912
Wal-Mart Stores Inc
5.800% due 02/15/18		200,000	243,391
			2,624,379
Energy - 1.2%
Colorado Interstate Gas Co LLC
6.800% due 11/15/15		200,000	227,836
Gaz Capital SA (Luxembourg)
8.146% due 04/11/18 ~		500,000	553,750
9.250% due 04/23/19 ~		500,000	585,000
NGPL PipeCo LLC
7.119% due 12/15/17 ~		500,000	528,320
Novatek Finance Ltd (Ireland)
5.326% due 02/03/16 ~		200,000	197,500
Odebrecht Drilling Norbe VIII/IX Ltd (Cayman)
6.350% due 06/30/21 ~		100,000	100,000
Petrobras International Finance Co (Cayman)
5.375% due 01/27/21		900,000	918,900
5.875% due 03/01/18		400,000	420,548
Petroleos Mexicanos (Mexico)
5.500% due 01/21/21		600,000	636,000
Ras Laffan Liquefied Natural Gas Co Ltd III (Qatar)
4.500% due 09/30/12 D ~		400,000	410,500
TNK-BP Finance SA (Luxembourg)
7.250% due 02/02/20 ~		200,000	202,500
Transneft (Ireland)
8.700% due 08/07/18 ~		100,000	116,125
			4,896,979
Financials - 26.1%
Ally Financial Inc
3.751% due 06/20/14 §		4,600,000	4,201,870
4.500% due 02/11/14		500,000	458,750
6.250% due 12/01/17		300,000	262,650
7.500% due 09/15/20		200,000	181,750
8.300% due 02/12/15		600,000	594,750
American Express Bank FSB
5.500% due 04/16/13		600,000	633,708
American Express Centurion Bank
6.000% due 09/13/17		1,200,000	1,349,453
American Express Co
4.875% due 07/15/13		200,000	210,156
American General Finance Co
4.125% due 11/29/13	EUR	1,000,000	1,182,595
American International Group Inc
5.450% due 05/18/17	$	100,000	96,054
5.850% due 01/16/18		800,000	795,402
6.250% due 03/15/37		200,000	139,500
ANZ National International Ltd (New Zealand)
6.200% due 07/19/13 ~		300,000	320,525
Banco Santander Brasil SA (Brazil)
4.250% due 01/14/16 ~		300,000	290,094
2.450% due 03/18/14 § ~		600,000	578,250
Banco Santander Chile (Chile)
1.501% due 04/20/12 § ~		400,000	400,345
1.850% due 01/19/16 § ~		1,000,000	905,000
Bank of America Corp
1.673% due 01/30/14 §		1,200,000	1,087,613
4.500% due 04/01/15		1,900,000	1,802,993
4.875% due 01/15/13		100,000	99,689
5.650% due 05/01/18		700,000	666,247
Bank of China Ltd (Hong Kong)
5.550% due 02/11/20 ~		100,000	100,334
Bank of Montreal (Canada)
2.850% due 06/09/15 ~		100,000	105,690
Bank of Nova Scotia (Canada)
1.650% due 10/29/15 ~		200,000	201,807
Banque PSA Finance SA (France)
2.146% due 04/04/14 § ~		600,000	566,108
Barclays Bank PLC (United Kingdom)
5.000% due 09/22/16		100,000	100,399
5.450% due 09/12/12		800,000	827,743
6.050% due 12/04/17 ~		2,700,000	2,483,258
10.179% due 06/12/21 ~		720,000	772,618
BBVA Bancomer SA (Mexico)
6.500% due 03/10/21 ~		3,800,000	3,543,500
BM&FBOVESPA SA (Brazil)
5.500% due 07/16/20 ~		100,000	99,375
BNP Paribas SA (France)
1.146% due 01/10/14 §		1,000,000	933,309
BPCE SA (France)
2.375% due 10/04/13 ~		100,000	97,365
9.000% § ±	EUR	300,000	316,334
CIT Group Inc
5.250% due 04/01/14 ~	$	100,000	97,250
7.000% due 05/01/15		600,000	596,250
Citigroup Capital XXI
8.300% due 12/21/77 §		2,000,000	1,965,000
Citigroup Inc
2.286% due 08/13/13 §		200,000	197,935
3.625% due 11/30/17 §	EUR	500,000	519,227
5.500% due 04/11/13	$	700,000	720,782
5.500% due 10/15/14		1,000,000	1,040,134
5.625% due 08/27/12		50,000	50,924
8.500% due 05/22/19		200,000	242,182
Commonwealth Bank of Australia (Australia)
0.666% due 07/12/13 § ~		1,600,000	1,600,043
Credit Agricole Home Loan SFH (France)
1.002% due 07/21/14 § ~		1,400,000	1,366,912
Credit Agricole SA (France)
5.136% due 01/01/00 § ~ ±	GBP	300,000	250,986
Credit Suisse NY (Switzerland)
2.200% due 01/14/14	$	300,000	297,498

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-16

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Principal
	Amount		Value
Daimler Finance North America LLC
1.543% due 09/13/13 § ~ D	$	400,000	$	400,280
Danske Bank AS (Denmark)
2.500% due 05/10/12 ~		200,000		202,393
Deutsche Bank AG (Germany)
6.000% due 09/01/17		900,000		993,409
Dexia Credit Local SA (France)
0.733% due 04/29/14 § ~		800,000		753,990
Ford Motor Credit Co LLC
2.996% due 01/13/12 §		2,900,000		2,916,124
7.000% due 04/15/15		500,000		526,250
7.250% due 10/25/11		100,000		100,126
8.700% due 10/01/14		200,000		216,637
General Electric Capital Corp
5.875% due 01/14/38		900,000		927,834
6.875% due 01/10/39		200,000		230,855
General Motors Acceptance Corp
8.375% due 07/05/33 W	EUR	200,000		3,349
HBOS PLC (United Kingdom)
0.531% due 09/06/17 §	$	8,100,000		5,876,048
HSBC Bank PLC (United Kingdom)
2.000% due 01/19/14 ~		200,000		199,007
ICICI Bank Ltd (India)
4.750% due 11/25/16 ~		1,700,000		1,634,905
5.500% due 03/25/15 ~		600,000		598,342
ING Bank NV (Netherlands)
1.169% due 03/30/12 § ~		700,000		699,233
2.500% due 01/14/16 ~		100,000		100,309
Intesa Sanpaolo SPA (Italy)
2.375% due 12/21/12		1,400,000		1,360,856
2.708% due 02/24/14 § ~		500,000		450,559
JPMorgan Chase & Co
1.119% due 09/30/13 §		900,000		899,510
4.250% due 10/15/20		1,600,000		1,609,050
7.900% due 01/01/00 § ±		300,000		310,013
LBG Capital No. 2 PLC (United Kingdom)
9.125% due 07/15/20	GBP	800,000		960,594
LeasePlan Corp NV (Netherlands)
3.125% due 02/10/12	EUR	300,000		404,505
Lehman Brothers Holdings Inc
2.851% due 12/23/08 W §	$	500,000		118,125
5.625% due 01/24/13 W		1,200,000		294,000
6.750% due 12/28/17 W		500,000		750
6.875% due 05/02/18 W		100,000		24,875
Lloyds TSB Bank PLC (United Kingdom)
4.875% due 01/21/16		200,000		195,231
12.000% § ~ ±		1,100,000		1,077,838
Macquarie Bank Ltd (Australia)
3.300% due 07/17/14 ~		5,300,000		5,664,221
Merrill Lynch & Co Inc
6.875% due 04/25/18		900,000		902,390
MetLife Institutional Funding II
1.146% due 04/04/14 § ~		1,800,000		1,801,665
Metropolitan Life Global Funding I
5.125% due 04/10/13 ~		300,000		315,028
Morgan Stanley
5.950% due 12/28/17		1,900,000		1,846,175
National Australia Bank Ltd (Australia)
0.966% due 04/11/14 § ~		2,000,000		1,995,020
Nationwide Building Society (United Kingdom)
6.250% due 02/25/20 ~		300,000		303,210
Nordea Bank AB (Sweden)
2.125% due 01/14/14 ~		100,000		99,334
Nordea Eiendomskreditt AS (Norway)
0.666% due 04/07/14 § ~		900,000		901,363
Nykredit Realkredit AS (Denmark)
2.628% due 04/01/38 §	DKK	720,336		127,676
2.628% due 10/01/38 §		895,102		157,766
Principal Life Income Funding Trusts
5.300% due 04/24/13	$	100,000		106,070
Qatari Diar Finance QSC (Qatar)
5.000% due 07/21/20 ~		200,000		214,500
RCI Banque SA (France)
2.116% due 04/11/14 § ~		1,300,000		1,230,740
Realkredit Danmark AS (Denmark)
2.480% due 01/01/38 §	DKK	3,165,546		558,426
Regions Bank
7.500% due 05/15/18	$	300,000		299,625
Regions Financial Corp
0.528% due 06/26/12 §		900,000		882,984
RZD Capital Ltd (Ireland)
5.739% due 04/03/17		500,000		499,235
Santander Issuances S.A.Unipersonal (Spain)
7.300% due 07/27/19 §	GBP	3,000,000		4,324,596
Santander U.S. Debt SA Unipersonal (Spain)
1.169% due 03/30/12 § ~	$	1,500,000		1,489,205
SLM Corp
0.483% due 10/25/11 §		900,000		895,845
5.000% due 10/01/13		2,600,000		2,546,549
5.338% due 10/01/14 §		100,000		92,191
6.250% due 01/25/16		100,000		98,299
8.000% due 03/25/20		400,000		395,879
8.450% due 06/15/18		600,000		625,500
SSIF Nevada LP
0.949% due 04/14/14 § ~		3,300,000		3,302,379
State Bank of India (India)
4.500% due 07/27/15 ~		1,000,000		1,002,233
Stone Street Trust
5.902% due 12/15/15 ~		700,000		725,843
Temasek Financial I Ltd (Singapore)
4.300% due 10/25/19 ~		300,000		321,296
The Bear Stearns Cos LLC
6.400% due 10/02/17		400,000		455,077
The Dai-ichi Life Insurance Co Ltd (Japan)
7.250% § ~ ±		300,000		295,936
The Goldman Sachs Group Inc
1.253% due 07/29/13 §		200,000		196,017
6.250% due 09/01/17		1,100,000		1,147,916
6.750% due 10/01/37		1,200,000		1,103,182
The Royal Bank of Scotland Group PLC (United Kingdom)
2.625% due 05/11/12 ~		100,000		101,286
3.950% due 09/21/15		400,000		376,725
7.640% § ±		500,000		242,500
UBS AG (Switzerland)
1.403% due 02/23/12 §		300,000		300,825
5.875% due 12/20/17		700,000		721,814
Vnesheconombank PLC (Ireland)
5.450% due 11/22/17 ~		100,000		95,750
Wachovia Corp
0.379% due 10/15/11 §		800,000		799,998
0.444% due 08/01/13 §		300,000		296,326
Wells Fargo & Co
7.980% § ±		1,700,000		1,759,500
Westpac Banking Corp (Australia)
1.099% due 03/31/14 § ~		1,000,000		1,003,927
				102,057,376
Health Care - 0.1%
UnitedHealth Group Inc
6.000% due 02/15/18		400,000		475,787
6.875% due 02/15/38		100,000		131,623
				607,410
Industrials - 1.3%
Caterpillar Inc
0.468% due 05/21/13 §		1,400,000		1,401,803
International Lease Finance Corp
0.596% due 07/13/12 §		2,682,000		2,553,594

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-17

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Principal
	Amount		Value
5.300% due 05/01/12	$	300,000	$	297,750
5.400% due 02/15/12		300,000		298,500
5.625% due 09/20/13		255,000		245,756
5.750% due 05/15/16		100,000		89,021
Noble Group Ltd (Bermuda)
6.750% due 01/29/20 ~		200,000		177,000
				5,063,424
Information Technology - 0.4%
Hewlett-Packard Co
0.588% due 05/24/13 §		1,600,000		1,582,640
Materials - 1.6%
Braskem Finance Ltd (Cayman)
5.750% due 04/15/21 ~		3,600,000		3,321,360
Codelco Inc (Chile)
6.150% due 10/24/36 ~		200,000		244,033
CSN Islands XI Corp (Cayman)
6.875% due 09/21/19 ~		700,000		743,750
CSN Resources SA (Luxembourg)
6.500% due 07/21/20 ~		600,000		631,500
Gerdau Holdings Inc
7.000% due 01/20/20 ~		400,000		414,000
GTL Trade Finance Inc (United Kingdom)
7.250% due 10/20/17 ~		600,000		633,000
Vale Overseas Ltd (Cayman)
6.250% due 01/23/17		200,000		217,300
6.875% due 11/10/39		100,000		108,500
				6,313,443
Telecommunication Services - 2.3%
AT&T Inc
6.300% due 01/15/38		200,000		230,455
BellSouth Corp
4.463% due 04/26/12 ~		4,800,000		4,888,008
Deutsche Telekom International Finance BV (Netherlands)
6.500% due 04/08/22	GBP	900,000		1,630,994
Verizon Communications Inc
0.973% due 03/28/14 §	$	900,000		903,180
Verizon Wireless Capital LLC
5.250% due 02/01/12		1,300,000		1,318,203
				8,970,840
Utilities - 0.6%
CMS Energy Corp
5.050% due 02/15/18		1,000,000		993,864
Electricite de France (France)
5.500% due 01/26/14 ~		200,000		214,408
6.500% due 01/26/19 ~		200,000		234,386
6.950% due 01/26/39 ~		200,000		250,480
Entergy Corp
3.625% due 09/15/15		500,000		501,215
				2,194,353
Total Corporate Bonds & Notes (Cost $138,129,950)				134,310,844
CONVERTIBLE CORPORATE BONDS - 0.4%
Energy - 0.4%
Transocean Inc (Cayman)
1.500% due 12/15/37		1,400,000		1,387,750
Total Convertible Corporate Bonds (Cost $1,304,059)				1,387,750
SENIOR LOAN NOTES - 0.5%
Financials - 0.5%
AFGS Funding Co Term (Initial Term Loan)
5.500% due 05/10/17 §		2,000,000		1,757,500
Total Senior Loan Notes (Cost $1,990,549)				1,757,500
MORTGAGE-BACKED SECURITIES - 34.7%
Collateralized Mortgage Obligations — Commercial - 1.8%
Bear Stearns Commercial Mortgage Securities
5.471% due 01/12/45 “ §		100,000		110,322
5.700% due 06/11/50 “		200,000		216,454
Commercial Mortgage Pass-Through Certificates
5.306% due 12/10/46 “		200,000		210,860
Credit Suisse Mortgage Capital Certificates
5.467% due 09/15/39 “		900,000		929,587
5.824% due 03/15/39 “ §		100,000		105,105
European Loan Conduit (Ireland)
1.685% due 05/15/19 “ § ~	EUR	60,172		66,407
Greenwich Capital Commercial Funding Corp
5.444% due 03/10/39 “	$	400,000		416,694
JPMorgan Chase Commercial Mortgage Securities Corp
4.070% due 11/15/43 “ ~		500,000		493,443
LB-UBS Commercial Mortgage Trust
5.866% due 09/15/45 “ §		600,000		646,976
Merrill Lynch Floating Trust
0.764% due 07/09/21 “ § ~		499,897		481,582
Merrill Lynch/Countrywide Commercial Mortgage Trust
5.700% due 09/12/49 “		500,000		518,353
Morgan Stanley Capital I
5.731% due 07/12/44 “ §		1,700,000		1,857,991
Wachovia Bank Commercial Mortgage Trust
0.319% due 09/15/21 “ § ~		245,912		237,305
5.342% due 12/15/43 “		600,000		614,550
				6,905,629
Collateralized Mortgage Obligations — Residential - 5.6%
Adjustable Rate Mortgage Trust
2.760% due 05/25/35 “ §		13,756		13,171
Arran Residential Mortgages Funding PLC (United Kingdom)
2.735% due 11/19/47 “ § ~	EUR	3,352,905		4,483,738
2.935% due 05/16/47 “ § ~		1,000,000		1,331,612
Banc of America Funding Corp
2.717% due 05/25/35 “ §	$	147,391		147,174
Banc of America Mortgage Securities Inc
2.873% due 07/25/33 “ §		64,139		60,740
5.000% due 05/25/34 “		9,496		9,531
BCAP LLC Trust
5.756% due 03/26/37 “ § ~		100,000		75,800
Bear Stearns Adjustable Rate Mortgage Trust
2.400% due 08/25/35 “ §		64,508		59,493
2.560% due 10/25/35 “ §		409,639		340,129
2.605% due 08/25/33 “ §		162,406		152,056
2.731% due 03/25/35 “ §		134,946		127,762
2.968% due 01/25/35 “ §		1,565,330		1,304,998
Bear Stearns Alt-A Trust
2.599% due 05/25/35 “ §		62,126		45,630
2.772% due 09/25/35 “ §		75,236		51,060
2.849% due 11/25/36 “ §		99,597		52,007
Chase Mortgage Finance Corp
5.893% due 09/25/36 “ §		340,776		306,635

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-18

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Principal
	Amount		Value
Chevy Chase Mortgage Funding Corp
0.485% due 08/25/35 “ § ~	$	77,723	$	50,674
Citigroup Mortgage Loan Trust Inc
2.450% due 08/25/35 “ §		78,228		65,119
2.500% due 12/25/35 “ §		131,627		113,674
Countrywide Alternative Loan Trust
2.890% due 06/25/37 “ §		409,940		256,076
Countrywide Home Loan Mortgage Pass-Through Trust
0.555% due 03/25/35 “ §		36,740		22,123
0.575% due 06/25/35 “ § ~		154,982		134,630
Credit Suisse First Boston Mortgage Securities Corp
0.804% due 03/25/32 “ § ~		6,093		4,836
6.000% due 11/25/35 “		130,362		105,351
Downey Saving and Loan Association Mortgage Loan Trust
0.410% due 04/19/47 “ §		550,607		159,379
Fannie Mae
0.435% due 10/27/37 “ §		3,400,000		3,379,857
0.545% due 04/25/37 “ §		183,357		182,971
0.685% due 09/25/35 “ §		343,103		343,963
1.625% due 11/25/23 “ §		286,615		292,213
4.250% due 07/25/17 “		76,511		78,223
4.500% due 04/25/17-10/25/17 “		93,262		95,869
6.000% due 03/25/31 “		335,651		338,736
Freddie Mac
1.451% due 10/25/44 “ §		52,481		54,052
1.652% due 07/25/44 “ §		279,246		284,847
4.500% due 06/15/17 “		20,554		20,627
5.000% due 04/15/18 “		134,178		136,026
5.500% due 03/15/17 “		4,739		4,763
8.000% due 04/15/30 “		285,280		339,967
Granite Master Issuer PLC
0.491% due 12/20/54 “ §		611,454		579,965
1.456% due 12/20/54 “ § ~	EUR	764,990		972,110
1.626% due 12/20/54 “ ~		1,230,552		1,563,723
Granite Mortgages PLC (United Kingdom)
1.210% due 01/20/44 “ § ~	GBP	44,461		66,127
1.305% due 09/20/44 “ § ~		234,634		348,418
1.988% due 01/20/44 “ § ~	EUR	43,936		56,141
Harborview Mortgage Loan Trust
0.400% due 12/19/36 “ §	$	711,989		369,586
0.420% due 01/19/38 “ §		227,582		137,441
0.450% due 05/19/35 “ §		40,372		24,887
JPMorgan Mortgage Trust
5.018% due 02/25/35 “ §		45,732		43,622
5.333% due 07/25/35 “ §		455,076		437,058
5.750% due 01/25/36 “		78,470		73,905
Mellon Residential Funding Corp
0.709% due 06/15/30 “ §		11,271		10,427
Merrill Lynch Mortgage Investors Inc
0.445% due 02/25/36 “ §		53,042		35,489
Morgan Stanley Mortgage Loan Trust
5.500% due 08/25/35 “		415,336		407,361
Residential Accredit Loans Inc
0.415% due 06/25/46 “ §		105,481		35,990
6.000% due 06/25/36 “		307,454		185,499
Residential Asset Securitization Trust
0.635% due 05/25/33 “ §		14,857		14,180
Structured Asset Mortgage Investments Inc
0.455% due 05/25/36 “ §		236,378		122,634
Structured Asset Securities Corp
2.470% due 08/25/32 “ §		28,908		26,366
2.655% due 10/25/35 “ § ~		81,759		64,892
Washington Mutual Mortgage Pass-Through Certificates
0.545% due 01/25/45 “ §		30,247		23,182
0.555% due 01/25/45 “ §		31,124		24,396
1.642% due 08/25/42 “ §		5,160		4,292
2.600% due 02/27/34 “ §		9,869		9,329
2.838% due 09/25/46 “ §		108,334		77,490
5.580% due 02/25/37 “ §		600,000		479,570
Wells Fargo Mortgage-Backed Securities Trust
2.724% due 12/25/34 “ §		133,254		127,568
2.731% due 03/25/36 “ §		783,110		630,295
2.745% due 04/25/36 “ §		106,804		93,838
4.500% due 11/25/18 “		48,438		49,057
				22,120,350
Fannie Mae - 25.0%
1.452% due 10/01/44 “ §		51,274		51,445
2.175% due 09/01/35 “ §		185,028		191,529
2.487% due 12/01/35 “ §		57,456		60,266
2.555% due 11/01/34 “ §		178,694		188,339
2.826% due 11/01/32 “ §		199,758		211,299
4.000% due 04/01/24-09/01/41 “		11,771,230		12,371,310
4.500% due 01/01/23-08/01/41 “		64,502,356		68,509,992
4.542% due 12/01/36 “ §		21,245		22,300
5.000% due 03/01/34-03/01/35 “		1,411,227		1,525,258
5.500% due 12/01/20-10/13/40 “		8,005,662		8,704,754
6.000% due 09/01/22-01/01/39 “		5,429,565		5,979,411
6.500% due 03/01/17 “		41,208		45,273
				97,861,176
Freddie Mac - 2.3%
2.129% due 09/01/35 “ §		25,027		26,061
2.468% due 06/01/35 “ §		307,381		323,752
2.493% due 11/01/31 “ §		7,664		7,997
2.500% due 04/01/32 “ §		26,013		27,394
2.770% due 09/01/35 “ §		199,292		211,382
4.500% due 10/13/40 “		1,000,000		1,058,438
5.500% due 03/01/23-05/01/40 “		6,732,895		7,305,670
6.000% due 12/01/22-03/01/23 “		125,582		138,265
				9,098,959
Total Mortgage-Backed Securities (Cost $135,479,209)				135,986,114
ASSET-BACKED SECURITIES - 6.8%
Asset Backed Funding Certificates
0.585% due 06/25/34 “ §		131,407		93,902
Auto ABS SARL (Italy)
1.748% due 10/25/20 “ § ~	EUR	692,405		915,699
Bear Stearns Asset Backed Securities Trust
0.435% due 12/25/36 “ §	$	500,000		287,001
3.076% due 10/25/36 “ §		181,957		127,731
Chester Asset Receivables Dealings (United Kingdom)
2.335% due 01/15/14 “ § ~	EUR	1,400,000		1,875,287
Citibank Omni Master Trust
2.329% due 05/16/16 “ § ~	$	8,200,000		8,271,087
2.979% due 08/15/18 “ § ~		3,200,000		3,350,670
Duane Street CLO (Cayman)
0.519% due 11/08/17 “ § ~		3,784,464		3,567,556
Galaxy Ltd CLO (Cayman)
0.530% due 04/17/17 “ § ~		893,207		863,921
Hillmark Funding CDO (Cayman)
0.548% due 05/21/21 “ § ~		1,100,000		1,013,679
HSBC Home Equity Loan Trust
0.381% due 03/20/36 “ §		547,083		502,828
Long Beach Mortgage Loan Trust
0.795% due 10/25/34 “ §		18,554		13,649
Park Place Securities Inc
0.495% due 09/25/35 “ §		138,718		120,412
Securitized Asset-Backed Receivables LLC Trust
0.365% due 05/25/37 “ §		178,761		103,594

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-19

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Principal
	Amount		Value
SLM Student Loan Trust
4.500% due 11/16/43 “ § ~	$	281,749	$	269,599
6.229% due 07/15/42 “ § ~		4,525,664		4,242,278
United States Small Business Administration
4.754% due 08/10/14 “		40,562		43,115
Wind River Ltd CLO (Cayman)
0.680% due 12/19/16 “ § ~		996,133		953,067
Total Asset-Backed Securities (Cost $27,292,912)				26,615,075
U.S. GOVERNMENT AGENCY ISSUES - 15.5%
Fannie Mae
2.000% due 09/21/15		1,800,000		1,864,264
2.250% due 03/15/16		200,000		210,265
4.375% due 10/15/15		600,000		681,674
Freddie Mac
1.000% due 08/20/14		55,900,000		56,356,927
4.875% due 06/13/18		1,400,000		1,678,694
Total U.S. Government Agency Issues (Cost $60,383,552)				60,791,824
U.S. TREASURY OBLIGATIONS - 9.4%
U.S. Treasury Inflation Protected Securities - 4.8%
0.625% due 07/15/21 ^ ‡		200,472		209,478
1.125% due 01/15/21 ^ ‡		2,377,640		2,596,155
2.000% due 01/15/26 ^ ‡		2,162,656		2,574,238
2.125% due 02/15/40 ^		9,207,025		11,729,679
2.375% due 01/15/25 ^		1,198,510		1,482,782
				18,592,332
U.S. Treasury Notes - 4.6%
1.500% due 08/31/18 ‡		14,200,000		14,288,750
2.250% due 07/31/18		100,000		105,664
2.625% due 08/15/20		1,500,000		1,608,984
3.375% due 11/15/19		100,000		113,555
3.500% due 05/15/20		200,000		229,359
3.625% due 02/15/20		700,000		809,211
3.625% due 02/15/21		800,000		925,625
				18,081,148
Total U.S. Treasury Obligations (Cost $36,547,603)				36,673,480
FOREIGN GOVERNMENT BONDS & NOTES - 6.6%
Banco Nacional Desenvolvimento Economico e Social (Brazil)
4.125% due 09/15/17 ~	EUR	100,000		129,312
Canada Housing Trust No 1 (Canada)
2.750% due 09/15/14 ~	CAD	800,000		795,725
3.150% due 06/15/14 ~		100,000		100,386
3.350% due 12/15/20 ~		800,000		811,513
3.800% due 06/15/21 ~ D		300,000		314,526
Canadian Government Bond (Canada)
2.000% due 06/01/16		100,000		98,269
2.750% due 09/01/16		700,000		710,955
3.000% due 12/01/15		700,000		714,609
3.250% due 06/01/21		700,000		731,964
3.750% due 06/01/19		200,000		216,358
Export-Import Bank of Korea (South Korea)
0.466% due 10/04/11 § ~	$	800,000		800,000
4.000% due 01/29/21		100,000		93,062
5.125% due 06/29/20		100,000		102,019
France Government Bond OAT (France)
3.250% due 10/25/21	EUR	5,400,000		7,642,663
Instituto de Credito Oficial (Spain)
3.286% due 03/25/14 § ~		600,000		777,273
Italy Buoni Poliennali del Tesoro (Italy)
2.100% due 09/15/16		306,999		379,133
2.100% due 09/15/21		1,139,193		1,245,338
2.350% due 09/15/19		105,817		124,810
Mexican Bonos (Mexico)
9.000% due 12/22/11	MXN	9,000,000		655,950
Province of Ontario (Canada)
1.375% due 01/27/14	$	500,000		506,028
4.000% due 06/02/21	CAD	400,000		409,951
4.200% due 06/02/20		200,000		208,800
4.300% due 03/08/17		400,000		424,796
4.400% due 06/02/19		300,000		319,184
4.600% due 06/02/39		100,000		108,620
4.700% due 06/02/37		400,000		437,427
5.500% due 06/02/18		100,000		112,926
Province of Quebec (Canada)
4.250% due 12/01/21		100,000		103,602
4.500% due 12/01/17		200,000		214,215
4.500% due 12/01/18		200,000		213,810
Republic of Panama (Panama)
9.375% due 04/01/29	$	40,000		60,300
Russia Foreign Euro Bond (Russia)
3.625% due 04/29/15 ~		100,000		98,500
7.500% due 03/31/30 ~		1,336,000		1,504,576
Societe de Financement de l’Economie Francaise (France)
2.125% due 05/20/12	EUR	300,000		404,577
3.375% due 05/05/14 ~	$	200,000		212,589
Spain Government Bond (Spain)
4.650% due 07/30/25	EUR	2,900,000		3,536,562
Turkey Government International Bond (Turkey)
7.000% due 09/26/16	$	500,000		555,000
United Mexican States (Mexico)
6.050% due 01/11/40		100,000		113,500
Total Foreign Government Bonds & Notes (Cost $27,338,874)				25,988,828
MUNICIPAL BONDS - 4.2%
American Municipal Power Inc of OH ‘B’
8.084% due 02/15/50		1,000,000		1,422,410
Buckeye Tobacco Settlement Financing Authority of OH ‘A2’
5.875% due 06/01/47		1,100,000		773,091
City of North Las Vegas NV
6.572% due 06/01/40		900,000		1,016,343
Clark County NV Airport ‘C’
6.820% due 07/01/45		200,000		247,874
County of Fresno CA
0.000% due 08/15/22		1,400,000		760,368
Los Angeles Unified School District CA ‘A1’
4.500% due 01/01/28		400,000		403,804
New Jersey Economic Development Authority ‘B’
0.000% due 02/15/19		4,100,000		2,862,702
North Carolina Turnpike Authority ‘B’
6.700% due 01/01/39		100,000		114,184
Southern California Public Power Authority
5.943% due 07/01/40		1,600,000		1,869,728
State of California
5.650% due 04/01/39 §		100,000		105,981
7.500% due 04/01/34		100,000		120,492

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-20

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Principal
	Amount		Value
7.550% due 04/01/39	$	100,000	$	122,626
7.600% due 11/01/40		1,400,000		1,733,466
State of Illinois
4.071% due 01/01/14		200,000		206,352
Tobacco Securitization Authority of Southern California ‘A1’
5.000% due 06/01/37		800,000		553,064
Tobacco Settlement Finance Authority of WV ‘A’
7.467% due 06/01/47		845,000		615,304
University of Arizona
6.423% due 08/01/35		2,700,000		2,997,594
University of California
6.270% due 05/15/31		500,000		550,720
Total Municipal Bonds (Cost $15,542,150)				16,476,103
PURCHASED OPTIONS - 0.0%
(See Note (j) in Notes to Schedule of Investments) (Cost $22,099)				38,641
SHORT-TERM INVESTMENTS - 5.2%
Commercial Paper - 4.7%
Kells Fund LLC
0.310% due 11/16/11		2,500,000		2,499,187
0.270% due 11/03/11		3,500,000		3,499,201
0.270% due 10/04/11		1,000,000		999,981
0.260% due 12/01/11		1,000,000		999,595
0.260% due 10/05/11		1,000,000		999,974
0.260% due 10/05/11		1,000,000		999,974
0.250% due 11/17/11		1,000,000		999,665
0.240% due 11/07/11		7,300,000		7,298,002
				18,295,579
U.S. Treasury Bills - 0.1%
0.020% due 10/20/11 ‡		280,000		279,998
0.260% due 03/08/12 ‡		280,000		279,948
				559,946
Repurchase Agreement - 0.0%
Morgan Stanley
0.090% due 10/03/11 (Dated 09/30/11, repurchase price of $100,001, collateralized by Federal Farm Credit Bank: 0.300% due 02/11/13 and value $103,082)		100,000		100,000

	Shares
Money Market Fund - 0.4%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		1,417,506		1,417,506
Total Short-Term Investments (Cost $20,372,974)				20,373,031
TOTAL INVESTMENTS - 118.4% (Cost $468,215,760)				463,510,356
OTHER ASSETS & LIABILITIES, NET — (18.4%)				(72,010,642	)
NET ASSETS - 100.0%			$	391,499,714

Notes to Schedule of Investments
(a)	As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:

Mortgage-Backed Securities	34.7	%
Corporate Bonds & Notes	34.3	%
U.S. Government Agency Issues	15.5	%
U.S. Treasury Obligations	9.4	%
Asset-Backed Securities	6.8	%
Foreign Government Bonds & Notes	6.6	%
Short-Term Investments	5.2	%
Municipal Bonds	4.2	%
Equity Securities	0.8	%
Senior Loan Notes	0.5	%
Convertible Corporate Bonds	0.4	%
	118.4	%
Other Assets & Liabilities, Net	(18.4	%)
	100.0	%

(b) As of September 30, 2011, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

AAA	7.4	%
A -1 (Short-term debt only)	4.1	%
AA / U.S. Government & Agency Issues	56.1	%
A	11.9	%
BBB	9.3	%
BB	2.8	%
B	1.8	%
CCC	0.4	%
CC	0.2	%
D	0.1	%
NR	5.9	%
	100.0	%

(c)	Short-term investments reflect either the stated coupon rate or the annualized effective yield on the date of purchase for discounted investments.
(d)	Investments with a total aggregate value of $441,485 or 0.1% of the net assets were in default as of September 30, 2011.
(e)	As of September 30, 2011, 0.8% of the fund’s net assets were reported illiquid by the portfolio manager under the Trust’s policy.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-21

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

(f) A reverse repurchase agreement outstanding as of September 30, 2011 was as follows:

	Interest			Settlement		Maturity		Repurchase		Principal
Counterparty	Rate			Date		Date		Amount		Amount
JPM		0.150	%		09/21/11		10/05/11	$	7,566,066	$	7,565,625

(g)	The average amount of borrowings by the fund on reverse repurchase agreements while outstanding during the six-month period ended September 30, 2011 was $8,456,063 at a weighted average interest rate of 0.95%.
(h)	Open futures contracts outstanding as of September 30, 2011 were as follows:

	Number of		Notional		Unrealized
Long Futures Outstanding	Contracts		Amount		Appreciation
Eurodollar (03/12)		641	$	641,000,000	$	444,463
Eurodollar (06/12)		367		367,000,000		410,489
Eurodollar (09/12)		91		91,000,000		44,173
Eurodollar (12/12)		129		129,000,000		118,025
Eurodollar (03/13)		240		240,000,000		325,847
Eurodollar (06/13)		380		380,000,000		503,458
Eurodollar (09/13)		148		148,000,000		230,460
Eurodollar (12/13)		70		70,000,000		149,742
Eurodollar (03/14)		20		20,000,000		54,053
Eurodollar (06/14)		9		9,000,000		25,897
U.S. Treasury 10-Year Notes (12/11)		64		6,400,000		46,072
Total Futures Contracts					$	2,352,679

(i) Forward foreign currency contracts outstanding as of September 30, 2011 were as follows:

Contracts		Principal Amount					Unrealized
to Buy or		Covered by					Appreciation
to Sell	Currency	Contracts		Expiration		Counterparty	(Depreciation)
Buy	BRL		11,529,282		11/11	HSB	$	(1,010,622	)
Buy	CAD		3,549,000		10/11	DUB		(192,101	)
Sell	CAD		3,305,000		10/11	CIT		47,676
Sell	CAD		2,100,000		10/11	JPM		27,524
Sell	CAD		821,000		10/11	RBC		8,682
Sell	CAD		905,404		10/11	UBS		14,904
Buy	CNY		159,000		11/11	BRC		165
Buy	CNY		958,897		11/11	CIT		2,637
Buy	CNY		596,638		11/11	JPM		644
Buy	CNY		6,426,300		02/12	HSB		8,967
Buy	CNY		1,917,000		06/12	BRC		1,918
Buy	CNY		1,278,040		06/12	CIT		1,285
Buy	CNY		7,026,950		06/12	HSB		6,707
Buy	CNY		9,618,000		06/12	JPM		14,786
Buy	CNY		1,889,850		06/12	JPM		(2,359	)
Buy	CNY		1,912,650		06/12	MSC		1,233
Buy	CNY		10,222,705		02/13	DUB		(2,178	)
Sell	DKK		4,520,000		10/11	DUB		34,361
Buy	EUR		1,397,000		10/11	BRC		(139,994	)
Buy	EUR		389,000		10/11	CIT		(21,477	)
Buy	EUR		784,000		10/11	CSF		(56,532	)
Buy	EUR		154,000		10/11	RBC		(14,602	)
Buy	EUR		320,000		10/11	RYL		(34,519	)
Buy	EUR		439,000		10/11	UBS		(34,808	)
Sell	EUR		10,632,000		10/11	CSF		602,801
Sell	EUR		697,000		10/11	DUB		48,990
Sell	EUR		74,000		10/11	HSB		5,485
Sell	EUR		6,114,000		10/11	JPM		496,105
Sell	EUR		10,632,000		10/11	MSC		573,563
Sell	EUR		100,000		11/11	JPM		2,038
Buy	GBP		243,000		12/11	BRC		3,092
Sell	GBP		6,496,000		12/11	BRC		245,583
Sell	GBP		5,000		12/11	JPM		179
Sell	GBP		5,000		12/11	UBS		187
Sell	IDR		9,077,500,000		10/11	HSB		(29,698	)
Buy	IDR		6,595,120,000		01/12	CIT		14,164
Buy	IDR		10,089,755,000		07/12	HSB		(6,228	)
Sell	INR		19,332,000		11/11	CIT		8,170

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-22

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

Contracts		Principal Amount					Unrealized
to Buy or		Covered by					Appreciation
to Sell	Currency	Contracts		Expiration		Counterparty	(Depreciation)
Sell	INR		4,834,000		11/11	HSB	$	2,022
Buy	INR		73,367,500		07/12	JPM		(113,643	)
Sell	JPY		3,422,000		10/11	CIT		(1,792	)
Buy	KRW		4,176,994,431		11/11	JPM		(385,107	)
Sell	KRW		1,149,768,000		11/11	CSF		26,817
Sell	KRW		831,833,100		11/11	JPM		(4,078	)
Buy	MXN		205,416		11/11	DUB		(2,728	)
Buy	MXN		3,580,000		11/11	HSB		(43,125	)
Buy	MXN		61,779,868		11/11	MSC		(799,761	)
Buy	MXN		2,387,300		11/11	UBS		(28,704	)
Sell	MXN		11,947,510		11/11	BRC		118,964
Sell	MXN		6,750,000		11/11	JPM		15,668
Sell	MXN		4,125,650		11/11	MSC		3,973
Sell	MXN		10,890,750		11/11	UBS		18,557
Sell	MYR		636,100		11/11	BRC		1,073
Buy	MYR		1,660,405		04/12	JPM		(30,264	)
Buy	PHP		6,719,377		11/11	BRC		1,849
Buy	PHP		4,310,000		11/11	CIT		(1,678	)
Buy	PHP		6,521,000		11/11	CIT		1,388
Buy	PHP		4,392,000		11/11	GSC		192
Buy	PHP		4,310,000		11/11	JPM		(1,678	)
Buy	PHP		4,410,000		11/11	JPM		603
Sell	PHP		26,172,000		11/11	CIT		2,952
Sell	PHP		4,382,000		11/11	HSB		36
Buy	PHP		42,419,000		03/12	CIT		(10,939	)
Buy	PHP		8,736,000		03/12	MSC		(2,506	)
Buy	SGD		380,292		12/11	CIT		(10,948	)
Buy	SGD		2,723,748		12/11	UBS		(184,563	)
Sell	SGD		248,865		12/11	CIT		9,692
Sell	SGD		1,008,000		12/11	UBS		29,177
Buy	TRY		2,126,743		10/11	HSB		(125,736	)
Sell	TRY		179,560		10/11	BRC		3,795
Sell	TRY		186,605		10/11	CIT		21
Sell	TRY		360,560		10/11	DUB		6,819
Sell	TRY		179,400		10/11	JPM		3,881
Sell	TRY		186,295		10/11	MSC		187
Buy	TWD		7,244,185		01/12	BRC		(14,290	)
Buy	ZAR		7,859,509		10/11	HSB		(147,749	)
Sell	ZAR		742,210		10/11	HSB		8,470
Sell	ZAR		2,427,630		10/11	JPM		621
Buy	ZAR		760,150		01/12	JPM		(11,614	)
Total Forward Foreign Currency Contracts							$	(1,037,418	)

(j)	Purchased options outstanding as of September 30, 2011 were as follows:
	Interest Rate Swaptions

Pay/Receive

Floating Rate

Based on 3-Month

Exercise

Expiration

Counter-

Notional

Description

USD-LIBOR

Rate

Date

party

Amount

Cost

Value

Call — OTC 1-Year Interest Rate Swap D

Pay

1.250

%

04/30/12

RBS

$

5,600,000

$

22,099

$

38,641

Total Purchased Options

$

22,099

$

38,641

(k) Transactions in written options for the six-month period ended September 30, 2011 were as follows:

	Number of			Notional Amount
	Contracts			in $			Premium
Outstanding, March 31, 2011		67			87,300,000		$	810,099
Call Options Written		77			43,200,000			243,756
Put Options Written		77			98,300,000			608,830
Call Options Closed		(94	)		(31,400,000	)		(191,797	)
Put Options Closed		(33	)		—			(6,659	)
Call Options Expired		(19	)		(12,500,000	)		(86,949	)
Put Options Expired		(75	)		(23,900,000	)		(172,438	)
Outstanding, September 30, 2011		—			161,000,000		$	1,204,842

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-23

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

(l)	Premiums received and value of written options outstanding as of September 30, 2011 were as follows:
	Credit Default Swaptions — Buy Protection (1)

	Exercise			Expiration		Counter-	Notional
Description	Rate			Date		party	Amount		Premium		Value
Call — OTC Dow Jones CDX IG16 5Y Index		0.800	%		12/21/11	MSC	$	2,900,000	$	3,335	$	(78,676	)
Call — OTC Dow Jones CDX IG16 5Y Index		0.820	%		12/21/11	DUB		3,000,000		4,125		(78,977	)
									$	7,460	$	(157,653	)

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

Inflation Floor/Cap Options

	Strike		Exercise	Expiration		Counter-	Notional
Description	Index		Index	Date		party	Amount		Premium		Value
Floor — OTC U.S. CPI Urban Consumers NSA		215.95	Maximum of ((1+0.00%)10-
			Inflation Adjustment))or $0		03/12/20	CIT	$	1,200,000	$	10,320	$	(4,044	)
Floor — OTC U.S. CPI Urban Consumers NSA		217.97	Maximum of ((1+0.00%)10-
			Inflation Adjustment)) or $0		09/29/20	CIT		600,000		7,740		(2,375	)
									$	18,060	$	(6,419	)

Interest Rate Swaptions

	Pay/Receive
	Floating Rate
	Based on 3-Month	Exercise			Expiration		Counter-	Notional
Description	USD-LIBOR	Rate			Date		party	Amount		Premium		Value
Put — OTC 5-Year Interest Rate Swap	Pay		1.800	%		10/11/11	MSC	$	2,200,000	$	3,520	$	(2	)
Put — OTC 10-Year Interest Rate Swap	Pay		4.250	%		10/11/11	MSC		11,300,000		57,495		(1	)
Put — OTC 10-Year Interest Rate Swap	Pay		4.250	%		10/11/11	RBS		11,500,000		72,450		(1	)
Put — OTC 1-Year Interest Rate Swap	Pay		2.000	%		04/30/12	RBS		11,200,000		22,400		(2,079	)
Put — OTC 3-Year Interest Rate Swap	Pay		2.750	%		06/18/12	DUB		6,200,000		64,360		(3,676	)
Put — OTC 3-Year Interest Rate Swap	Pay		2.750	%		06/18/12	RBS		4,400,000		43,120		(2,609	)
Put — OTC 3-Year Interest Rate Swap	Pay		3.000	%		06/18/12	BRC		4,300,000		38,951		(2,006	)
Put — OTC 3-Year Interest Rate Swap	Pay		3.000	%		06/18/12	CIT		3,100,000		34,590		(1,446	)
Put — OTC 3-Year Interest Rate Swap	Pay		3.000	%		06/18/12	DUB		1,900,000		21,236		(886	)
Put — OTC 3-Year Interest Rate Swap	Pay		3.000	%		06/18/12	RBS		6,600,000		55,422		(3,078	)
Put — OTC 10-Year Interest Rate Swap	Pay		10.000	%		07/10/12	MSC		1,200,000		7,230		(1	)
Put — OTC 5-Year Interest Rate Swap	Pay		3.250	%		07/16/12	CIT		3,800,000		93,949		(6,225	)
Put — OTC 5-Year Interest Rate Swap	Pay		3.250	%		07/16/12	RBS		1,200,000		30,132		(1,966	)
Put — OTC 5-Year Interest Rate Swap	Pay		1.700	%		08/13/12	DUB		5,600,000		78,177		(77,698	)
Put — OTC 5-Year Interest Rate Swap	Pay		1.700	%		08/13/12	RBS		7,400,000		102,626		(102,673	)
Put — OTC 2-Year Interest Rate Swap	Pay		2.250	%		09/24/12	CIT		700,000		4,769		(480	)
Put — OTC 2-Year Interest Rate Swap	Pay		2.250	%		09/24/12	MSC		4,800,000		29,501		(3,292	)
Put — OTC 2-Year Interest Rate Swap	Pay		2.250	%		09/24/12	RBS		15,000,000		117,839		(10,286	)
Put — OTC 1-Year Interest Rate Swap	Pay		1.750	%		11/19/12	RBS		5,400,000		20,385		(3,148	)
Put — OTC 2-Year Interest Rate Swap	Pay		1.200	%		07/11/13	DUB		4,500,000		31,760		(34,597	)
Put — OTC 1-Year Interest Rate Swap	Pay		1.750	%		07/11/13	DUB		30,200,000		141,792		(50,103	)
										$	1,071,704	$	(306,253	)

Straddle Options

	Exercise		Expiration		Counter-	Notional
Description	Price (1)		Date		party	Amount		Premium		Value
Call & Put — OTC 1-Year vs. 1-Year Forward Volatility Agreement D	$	—		10/11/11	GSC	$	2,000,000	$	10,560	$	(7,471	)
Call & Put — OTC 1-Year vs. 2-Year Forward Volatility Agreement D		—		10/11/11	MSC		6,000,000		66,685		(60,945	)
Call & Put — OTC 1-Year vs. 2-Year Forward Volatility Agreement D		—		11/14/11	MSC		2,800,000		30,373		(29,122	)
								$	107,618	$	(97,538	)

(1) Exercise price and final cost determined on a future date based upon implied volatility parameters.

Total Written Options $ 1,204,842 $ (567,863 )

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-24

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

(m)	Swap agreements outstanding as of September 30, 2011 were as follows:
	Credit Default Swaps on Corporate and Sovereign Issues — Sell Protection (1)

	Fixed Deal						Implied Credit								Upfront			Unrealized
	Receive			Expiration		Counter-	Spread at			Notional					Premiums Paid			Appreciation
Referenced Obligation	Rate			Date		party	09/30/11 (2)			Amount (3)		Value			(Received)			(Depreciation)
Morgan Stanley 6.600% due 04/01/12		1.000	%		09/20/12	BRC		5.429	%	$	100,000	$	(4,142	)	$	(1,967	)	$	(2,175	)
General Electric Capital Corp 5.625% due 09/15/17		4.000	%		12/20/13	CIT		2.882	%		200,000		5,009			—			5,009
General Electric Capital Corp 5.625% due 09/15/17		4.230	%		12/20/13	DUB		2.882	%		200,000		6,004			—			6,004
General Electric Capital Corp 5.625% due 09/15/17		4.325	%		12/20/13	CIT		2.882	%		200,000		6,414			—			6,414
General Electric Capital Corp 6.000% due 06/15/12		4.400	%		12/20/13	BRC		2.882	%		200,000		6,757			—			6,757
General Electric Capital Corp 6.000% due 06/15/12		4.500	%		12/20/13	BRC		2.882	%		300,000		10,757			—			10,757
General Electric Capital Corp 6.000% due 06/15/12		4.700	%		12/20/13	BRC		2.882	%		400,000		16,071			—			16,071
General Electric Capital Corp 5.625% due 09/15/17		4.750	%		12/20/13	DUB		2.882	%		400,000		16,504			—			16,504
United Mexican States 7.500% due 04/08/33		1.000	%		03/20/15	BRC		1.686	%		400,000		(9,120	)		(8,999	)		(121	)
United Mexican States 7.500% due 04/08/33		1.000	%		03/20/15	CIT		1.686	%		400,000		(9,110	)		(9,184	)		74
Japanese Government Bond 2.000% due 03/21/22		1.000	%		03/20/15	DUB		1.208	%		1,000,000		(6,719	)		11,615			(18,334	)
United Mexican States 7.500% due 04/08/33		1.000	%		03/20/15	DUB		1.686	%		200,000		(4,555	)		(4,592	)		37
Brazil Government 12.250% due 03/06/30		1.000	%		06/20/15	DUB		1.743	%		1,000,000		(26,380	)		(10,975	)		(15,405	)
Brazil Government 12.250% due 03/06/30		1.000	%		06/20/15	HSB		1.743	%		1,000,000		(26,380	)		(10,975	)		(15,405	)
United Kingdom GILT 4.250% due 06/07/32 D		1.000	%		06/20/15	GSC		0.757	%		1,100,000		10,091			10,164			(73	)
Brazil Government 12.250% due 03/06/30		1.000	%		09/20/15	BRC		1.786	%		1,000,000		(29,697	)		(7,735	)		(21,962	)
United Mexican States 7.500% due 04/08/33		1.000	%		09/20/15	BRC		1.786	%		1,000,000		(29,705	)		(7,735	)		(21,970	)
Brazil Government 12.250% due 03/06/30		1.000	%		09/20/15	HSB		1.786	%		600,000		(17,818	)		(5,962	)		(11,856	)
Brazil Government 12.250% due 03/06/30		1.000	%		09/20/15	UBS		1.786	%		500,000		(14,848	)		(4,731	)		(10,117	)
France Government Bond OAT 4.250% due 04/25/19		0.250	%		12/20/15	RBS		1.713	%		700,000		(40,878	)		(13,898	)		(26,980	)
MetLife Inc 5.000% due 06/15/15		1.000	%		12/20/15	CIT		3.252	%		800,000		(68,383	)		(29,082	)		(39,301	)
United Kingdom GILT 4.250% due 06/07/32 D		1.000	%		12/20/15	GSC		0.814	%		1,200,000		9,540			27,797			(18,257	)
General Electric Capital Corp 5.625% due 09/15/17		1.000	%		12/20/15	MSC		3.003	%		500,000		(38,038	)		(9,796	)		(28,242	)
France Government 4.250% due 04/25/19		0.250	%		03/20/16	RBS		1.755	%		2,900,000		(183,373	)		(89,270	)		(94,103	)
China Government 4.750% due 10/29/13		1.000	%		03/20/16	BRC		1.877	%		1,000,000		(36,636	)		11,950			(48,586	)
Italy Republic 6.875% due 09/27/23		1.000	%		03/20/16	BRC		4.679	%		1,100,000		(152,279	)		(40,967	)		(111,312	)
United Mexican States 7.500% due 04/08/33		1.000	%		03/20/16	BRC		1.880	%		100,000		(3,709	)		(768	)		(2,941	)
Brazil Government 12.250% due 03/06/30		1.000	%		03/20/16	CIT		1.880	%		2,300,000		(85,344	)		(16,240	)		(69,104	)
Republic of Kazakhstan Debt		1.000	%		03/20/16	CIT		317.500	%		300,000		(26,755	)		(8,658	)		(18,097	)
Spain Government 5.500% due 07/30/17		1.000	%		03/20/16	CIT		3.790	%		900,000		(97,177	)		(54,475	)		(42,702	)
United Mexican States 7.500% due 04/08/33		1.000	%		03/20/16	CIT		1.880	%		1,100,000		(40,807	)		(8,978	)		(31,829	)
Republic of Kazakhstan Debt		1.000	%		03/20/16	DUB		317.500	%		300,000		(26,755	)		(9,075	)		(17,680	)
United Mexican States 7.500% due 04/08/33		1.000	%		03/20/16	DUB		1.880	%		700,000		(25,968	)		(5,135	)		(20,833	)
Italy Republic 6.875% due 09/27/23		1.000	%		03/20/16	GSC		4.679	%		4,000,000		(553,743	)		(128,942	)		(424,801	)
Spain Government 5.500% due 07/30/17		1.000	%		03/20/16	GSC		3.790	%		1,100,000		(118,772	)		(68,499	)		(50,273	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-25

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Fixed Deal						Implied Credit								Upfront			Unrealized
	Receive			Expiration		Counter-	Spread at			Notional					Premiums Paid			Appreciation
Referenced Obligation	Rate			Date		party	09/30/11 (2)			Amount (3)		Value			(Received)			(Depreciation)
Republic of Kazakhstan Debt		1.000	%		03/20/16	HSB		317.500	%	$	400,000	$	(35,675	)	$	(11,729	)	$	(23,946	)
Berkshire Hathaway Finance 2.450% due 12/15/15		1.000	%		06/20/16	CIT		2.414	%		900,000		(54,662	)		(2,156	)		(52,506	)
Brazil Government 12.250% due 03/06/30		1.000	%		06/20/16	CIT		1.931	%		700,000		(28,880	)		(2,363	)		(26,517	)
France Government 4.250% due 04/25/19		0.250	%		09/20/16	HSB		1.825	%		400,000		(29,108	)		(17,550	)		(11,558	)
China Government 4.750% due 10/29/13		1.000	%		09/20/16	DUB		1.954	%		400,000		(17,550	)		2,210			(19,760	)
Brazil Government 12.250% due 03/06/30		1.000	%		09/20/16	GSC		1.976	%		200,000		(9,069	)		(1,217	)		(7,852	)
Republic of South Korea 4.875% due 09/22/14		1.000	%		09/20/16	HSB		2.148	%		100,000		(5,237	)		(218	)		(5,019	)
China Government 4.750% due 10/29/13		1.000	%		09/20/16	MSC		1.954	%		400,000		(17,550	)		2,019			(19,569	)
China Government 4.750% due 10/29/13		1.000	%		09/20/16	UBS		1.954	%		300,000		(13,162	)		1,557			(14,719	)
Indonesia Government 7.250% due 04/20/15		1.000	%		09/20/16	UBS		2.969	%		100,000		(8,798	)		(1,578	)		(7,220	)
Reynolds American Inc 7.625% due 06/01/16		1.280	%		06/20/17	DUB		1.804	%		200,000		(5,466	)		—			(5,466	)
MetLife Inc 5.000% due 06/15/15		1.000	%		03/20/18	DUB		3.516	%		1,200,000		(161,233	)		(68,165	)		(93,068	)
United Mexican States 7.500% due 04/08/33		1.000	%		03/20/21	CIT		2.300	%		100,000		(10,240	)		(4,247	)		(5,993	)
Indonesia Government 7.250% due 04/20/15		1.000	%		06/20/21	BRC		3.372	%		1,500,000		(262,460	)		(95,221	)		(167,239	)
United Mexican States 7.500% due 04/08/33		1.000	%		06/20/21	BRC		2.310	%		1,200,000		(126,268	)		(34,805	)		(91,463	)
												$	(2,375,302	)	$	(728,575	)	$	(1,646,727	)

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

												Upfront
	Fixed Deal											Premiums		Unrealized
	Receive			Expiration			Notional					Paid		Appreciation
Referenced Obligation	Rate			Date		Counterparty	Amount (3)		Value (4)			(Received)		(Depreciation)
Dow Jones CDX NA HY-8 5Y D		0.483	%		06/20/12	BRC	$	770,352	$	1,978		$	—	$	1,978
Dow Jones CDX NA HY-9 5Y D		2.080	%		12/20/12	BOA		1,444,065		34,089			—		34,089
Dow Jones CDX NA EM13 5Y		5.000	%		06/20/15	BRC		400,000		22,171			45,500		(23,329	)
Dow Jones CDX NA EM13 5Y		5.000	%		06/20/15	DUB		900,000		49,886			117,500		(67,614	)
Dow Jones CDX NA EM13 5Y		5.000	%		06/20/15	HSB		1,200,000		66,514			135,550		(69,036	)
Dow Jones CDX NA EM13 5Y		5.000	%		06/20/15	MSC		900,000		49,886			101,250		(51,364	)
Dow Jones CDX NA EM14 5Y		5.000	%		12/20/15	BRC		800,000		48,680			102,600		(53,920	)
Dow Jones CDX NA EM14 5Y		5.000	%		12/20/15	CIT		200,000		12,170			27,650		(15,480	)
Dow Jones CDX NA EM14 5Y		5.000	%		12/20/15	DUB		600,000		36,511			74,750		(38,239	)
Dow Jones CDX NA EM14 5Y		5.000	%		12/20/15	HSB		200,000		12,169			26,100		(13,931	)
Dow Jones CDX NA EM14 5Y		5.000	%		12/20/15	MSC		400,000		24,340			52,000		(27,660	)
Dow Jones CDX NA EM14 5Y		5.000	%		12/20/15	UBS		100,000		6,085			13,850		(7,765	)
Dow Jones CDX NA IG-16 5Y		1.000	%		06/20/16	DUB		3,000,000		(46,727	)		14,421		(61,148	)
Dow Jones CDX NA IG-16 5Y		1.000	%		06/20/16	MSC		2,000,000		(31,152	)		9,735		(40,887	)
Dow Jones CDX NA EM15 5Y		5.000	%		06/20/16	BRC		100,000		6,117			10,600		(4,483	)
Dow Jones CDX NA EM15 5Y		5.000	%		06/20/16	DUB		100,000		6,131			13,550		(7,419	)
Dow Jones CDX NA IG-9 10Y		0.548	%		12/20/17	GSC		96,450		439			—		439
									$	299,287		$	745,056	$	(445,769	)
Total Credit Default Swaps									$	(2,076,015	)	$	16,481	$	(2,092,496	)

(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 corporate issues or sovereign issues of an emerging country as of period end serve as an indicator of the current status of the payment/performance risk and represent the likelihood of risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. Wider credit spreads, in comparison to narrower credit spreads, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood of risk of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced entity or obligation.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-26

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

(3)

The maximum potential amount the fund could be required to make as a seller of credit protection or receive as a buyer of 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 should the notional amount of the swap agreement been closed/sold as of the period end. Increasing values in absolute terms when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood of risk of default or other credit event occurring as defined under the terms of the agreement.

Interest Rate Swaps

													Upfront
													Premiums			Unrealized
	Counter-	Pay/Receive	Fixed			Expiration		Notional					Paid			Appreciation
Floating Rate Index	party	Floating Rate	Rate			Date		Amount		Value			(Received)			(Depreciation)
BRL — CDI Compounded	MSC	Pay		10.115	%		01/02/12	BRL	8,900,000	$	(169,031	)	$	(199,363	)	$	30,332
BRL — CDI Compounded	GSC	Pay		10.150	%		01/02/12		6,100,000		(111,048	)		(23,780	)		(87,268	)
BRL — CDI Compounded	HSB	Pay		10.610	%		01/02/12		1,400,000		5,923			—			5,923
BRL — CDI Compounded	BRC	Pay		10.680	%		01/02/12		5,600,000		(31,417	)		(65,566	)		34,149
BRL — CDI Compounded	HSB	Pay		11.140	%		01/02/12		100,000		1,101			515			586
BRL — CDI Compounded	BOA	Pay		12.540	%		01/02/12		4,000,000		119,484			(20,439	)		139,923
BRL — CDI Compounded	MSC	Pay		12.540	%		01/02/12		900,000		26,884			(6,048	)		32,932
BRL — CDI Compounded	HSB	Pay		14.765	%		01/02/12		100,000		5,892			667			5,225
BRL- CDI Compounded D	HSB	Pay		10.450	%		01/02/13		400,000		175			(300	)		475
BRL- CDI Compounded D	MSC	Pay		10.455	%		01/02/13		600,000		322			(239	)		561
BRL- CDI Compounded D	UBS	Pay		10.605	%		01/02/13		1,200,000		1,777			—			1,777
BRL — CDI Compounded	HSB	Pay		11.880	%		01/02/13		1,300,000		19,019			(989	)		20,008
BRL — CDI Compounded	GSC	Pay		11.890	%		01/02/13		200,000		3,217			314			2,903
BRL — CDI Compounded	HSB	Pay		11.890	%		01/02/13		2,000,000		32,166			4,283			27,883
BRL — CDI Compounded	BRC	Pay		11.910	%		01/02/13		1,000,000		15,456			2,348			13,108
BRL — CDI Compounded	GSC	Pay		11.930	%		01/02/13		900,000		14,653			(1,293	)		15,946
BRL — CDI Compounded	MSC	Pay		11.980	%		01/02/13		600,000		10,183			935			9,248
BRL — CDI Compounded	HSB	Pay		12.300	%		01/02/13		1,300,000		27,886			3,928			23,958
BRL- CDI Compounded	BRC	Pay		12.455	%		01/02/13		800,000		9,522			391			9,131
BRL- CDI Compounded	MSC	Pay		12.500	%		01/02/13		1,800,000		22,004			1,366			20,638
BRL — CDI Compounded	MSC	Pay		12.590	%		01/02/13		2,400,000		48,944			9,023			39,921
1-Day USD — Federal Funds Rate Compounded-OIS D	MSC	Pay		0.500	%		09/19/13	$	5,900,000		20,014			(7,670	)		27,684
BRL- CDI Compounded	HSB	Pay		10.530	%		01/02/14	BRL	900,000		(894	)		(2,621	)		1,727
BRL- CDI Compounded	MSC	Pay		10.580	%		01/02/14		3,600,000		(1,824	)		(7,265	)		5,441
BRL- CDI Compounded D	UBS	Pay		10.770	%		01/02/14		3,800,000		4,733			(4,453	)		9,186
BRL- CDI Compounded D	HSB	Pay		10.990	%		01/02/14		300,000		917			411			506
BRL- CDI Compounded	HSB	Pay		11.530	%		01/02/14		600,000		4,964			(171	)		5,135
BRL- CDI Compounded	MSC	Pay		11.670	%		01/02/14		1,500,000		13,280			1,275			12,005
BRL — CDI Compounded	MSC	Pay		11.890	%		01/02/14		3,500,000		49,864			(21	)		49,885
BRL — CDI Compounded	UBS	Pay		12.250	%		01/02/14		600,000		13,768			1,667			12,101
BRL — CDI Compounded	MSC	Pay		12.510	%		01/02/14		200,000		5,377			919			4,458
BRL — CDI Compounded	HSB	Pay		12.540	%		01/02/14		100,000		2,730			648			2,082
BRL — CDI Compounded	GSC	Pay		12.650	%		01/02/14		1,200,000		34,648			9,626			25,022
1-Day USD — Federal Funds Rate Compounded-OIS D	GSC	Pay		0.500	%		09/19/14	$	1,200,000		3,115			(5,124	)		8,239
28-Day Mexico Interbank TIIE Banxico	HSB	Pay		7.330	%		01/28/15	MXN	3,200,000		15,078			1,414			13,664
28-Day Mexico Interbank TIIE Banxico	MSC	Pay		5.600	%		09/06/16		1,400,000		(545	)		280			(825	)
28-Day Mexico Interbank TIIE Banxico	GSC	Pay		8.170	%		11/04/16		1,200,000		9,066			1,757			7,309
6-Month Australian Bank Bill D	CIT	Pay		5.000	%		06/15/17	AUD	200,000		4,852			1,509			3,343
6-Month Australian Bank Bill D	DUB	Pay		5.000	%		06/15/17		100,000		2,425			789			1,636
6-Month Australian Bank Bill D	RBS	Pay		5.000	%		06/15/17		300,000		7,277			2,410			4,867
6-Month EUR-LIBOR D	BRC	Pay		2.500	%		09/21/18	EUR	400,000		8,929			(6,726	)		15,655
6-Month EUR-LIBOR D	BRC	Pay		3.000	%		09/21/21		1,200,000		68,997			11,314			57,683
6-Month EUR-LIBOR D	DUB	Pay		3.000	%		09/21/21		1,600,000		91,995			15,149			76,846
6-Month EUR-LIBOR D	BRC	Pay		3.500	%		09/21/21		3,300,000		382,154			17,662			364,492
6-Month EUR-LIBOR D	DUB	Pay		3.500	%		09/21/21		900,000		104,801			10,794			94,007
6-Month EUR-LIBOR D	GSC	Pay		3.500	%		09/21/21		2,700,000		312,671			(29,939	)		342,610
6-Month EUR-LIBOR D	HSB	Pay		3.500	%		09/21/21		2,600,000		301,091			25,237			275,854
6-Month EUR-LIBOR D	MSC	Pay		3.500	%		09/21/21		1,300,000		150,545			(2,842	)		153,387
6-Month EUR-LIBOR D	CIT	Pay		3.650	%		09/21/21		400,000		53,451			489			52,962
6-Month EUR-LIBOR D	MSC	Pay		3.650	%		09/21/21		1,200,000		160,352			5,913			154,439
3-Month USD-LIBOR	BRC	Pay		3.000	%		10/13/21	$	3,700,000		299,938			234,180			65,758
3-Month USD-LIBOR	MSC	Pay		3.000	%		10/13/21		4,700,000		381,003			280,550			100,453
6-Month EUR-LIBOR	CIT	Pay		2.500	%		03/21/22	EUR	1,500,000		(18,503	)		(1,618	)		(16,885	)
6-Month EUR-LIBOR	GSC	Pay		2.500	%		03/21/22		3,100,000		(38,239	)		(3,341	)		(34,898	)
6-Month EUR-LIBOR	UBS	Pay		2.500	%		03/21/22		2,400,000		(29,604	)		(2,587	)		(27,017	)
6-Month GBP-LIBOR D	BRC	Pay		3.000	%		03/21/22	GBP	300,000		11,678			5,346			6,332
6-Month EUR-LIBOR D	DUB	Pay		3.000	%		03/21/22	EUR	1,200,000		59,993			18,716			41,277

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-27

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

												Upfront
												Premiums			Unrealized
	Counter-	Pay/Receive	Fixed			Expiration		Notional				Paid			Appreciation
Floating Rate Index	party	Floating Rate	Rate			Date		Amount		Value		(Received)			(Depreciation)
6-Month GBP-LIBOR D	HSB	Pay		3.000	%		03/21/22	GBP	3,100,000	$	116,699	$	30,157		$	86,542
3-Month Canadian Bank Bill	RBS	Pay		5.700	%		12/18/24	CAD	2,100,000		113,819		(1,439	)		115,258
Total Interest Rate Swaps										$	2,773,727	$	308,148		$	2,465,579
Total Swap Agreements										$	697,712	$	324,629		$	373,083

(n)	As of September 30, 2011, securities with total aggregate values of $1,451,994, $840,732 and $7,546,875 were fully or partially segregated with the broker(s)/custodian as collateral for open futures, swap contracts and reverse repurchase agreements, respectively.
(o)	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 11 in Notes to Financial Statements) as of September 30, 2011:

						Level 2			Level 3
	Total Value at			Level 1		Significant			Significant
	September 30, 2011			Quoted Price		Observable Inputs			Unobservable Inputs
Assets
Convertible Preferred Stocks	$	3,099,566		$	3,099,180	$	—		$	386
Preferred Stocks (1)		11,600			11,600		—			—
Corporate Bonds & Notes		134,310,844			—		134,310,844			—
Convertible Corporate Bonds		1,387,750			—		1,387,750			—
Senior Loan Notes		1,757,500			—		1,757,500			—
Mortgage-Backed Securities		135,986,114			—		135,910,314			75,800
Asset-Backed Securities		26,615,075			—		26,615,075			—
U.S. Government Agency Issues		60,791,824			—		60,791,824			—
U.S. Treasury Obligations		36,673,480			—		36,673,480			—
Foreign Government Bonds & Notes		25,988,828			—		25,988,828			—
Municipal Bonds		16,476,103			—		16,476,103			—
Short-Term Investments		20,373,031			1,417,506		18,955,525			—
Derivatives:
Credit Contracts
Swaps		464,313			—		464,313			—
Foreign Currency Contracts
Forward Foreign Currency Contracts		2,428,603			—		2,428,603			—
Interest Rate Contracts
Futures		2,352,679			2,352,679		—			—
Purchased Options		38,641			—		38,641			—
Swaps		3,174,832			—		3,174,832			—
Total Interest Rate Contracts		5,566,152			2,352,679		3,213,473			—
Total Assets — Derivatives		8,459,068			2,352,679		6,106,389			—
Total Assets		471,930,783			6,880,965		464,973,632			76,186
Liabilities
Derivatives:
Credit Contracts
Swaps		(2,540,328	)		—		(2,540,328	)		—
Written Options		(157,653	)		—		(157,653	)		—
Total Credit Contracts		(2,697,981	)		—		(2,697,981	)		—
Foreign Currency Contracts
Forward Foreign Currency Contracts		(3,466,021	)		—		(3,466,021	)		—
Interest Rate Contracts
Swaps		(401,105	)		—		(401,105	)		—
Written Options		(410,210	)		—		(306,253	)		(103,957	)
Total Interest Rate Contracts		(811,315	)		—		(707,358	)		(103,957	)
Total Liabilities — Derivatives		(6,975,317	)		—		(6,871,360	)		(103,957	)
Total Liabilities		(6,975,317	)		—		(6,871,360	)		(103,957	)
Total	$	464,955,466		$	6,880,965	$	458,102,272		$	(27,771	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-28

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

The following is a reconciliation of investments for significant unobservable inputs (Level 3) used in valuing the fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) for the six-month period ended September 30, 2011:

												Derivatives
	Convertible		Mortgage -			Asset-			Foreign			Interest Rate
	Preferred		Backed			Backed			Government			Contracts
	Stock		Securities			Securities			Bonds & Notes			Written Options			Total
Value, Beginning of Period	$	—	$	—		$	6,819,355		$	848,164		$	(182,584	)	$	7,484,935
Purchases		—		77,837			—			—			—			77,837
Sales		—		—			(348,420	)		—			—			(348,420	)
Accrued Discounts (Premiums)		—		—			—			—			—			—
Net Realized Gains (Losses)		—		—			10,329			—			—			10,329
Change in Net Unrealized Appreciation (Depreciation)		—		(2,037	)		(83,041	)		(70,891	)		78,627			(77,342	)
Transfers In		386		—			—			—			—			386
Transfers Out		—		—			(6,398,223	)		(777,273	)		—			(7,175,496	)
Value, End of Period	$	386	$	75,800		$	—		$	—		$	(103,957	)	$	(27,771	)
Change in Net Unrealized Appreciation (Depreciation) on Level 3 Investments Held at the End of Period, if Applicable	$	—	$	(2,037	)	$	—		$	—		$	78,627		$	76,590

(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-65

A-29

PACIFIC LIFE FUNDS
PL SHORT DURATION BOND FUND
Schedule of Investments
September 30, 2011 (Unaudited)

	Principal
	Amount		Value
CORPORATE BONDS & NOTES - 53.5%
Consumer Discretionary - 5.1%
ACE Hardware Corp
9.125% due 06/01/16 ~	$	135,000	$	140,737
CCH II LLC
13.500% due 11/30/16		120,000		137,400
Cox Communications Inc
7.125% due 10/01/12		325,000		344,352
DIRECTV Holdings LLC
4.750% due 10/01/14		650,000		705,019
Easton-Bell Sports Inc
9.750% due 12/01/16		130,000		136,500
Johnson Controls Inc
1.750% due 03/01/14		475,000		479,176
Macy’s Retail Holdings Inc
5.350% due 03/15/12		135,000		137,096
NBCUniversal Media LLC
2.100% due 04/01/14		500,000		508,076
Reed Elsevier Capital Inc
4.625% due 06/15/12		500,000		511,476
Sirius XM Radio Inc
9.750% due 09/01/15 ~		130,000		141,375
Speedway Motorsports Inc
8.750% due 06/01/16		140,000		146,650
Staples Inc
9.750% due 01/15/14		425,000		493,017
TCM Sub LLC
3.550% due 01/15/15 ~		500,000		532,523
The Goodyear Tire & Rubber Co
10.500% due 05/15/16		150,000		163,125
The Home Depot Inc
5.250% due 12/16/13		300,000		326,449
The Interpublic Group of Cos Inc
6.250% due 11/15/14		350,000		371,000
The Wendy’s Co
10.000% due 07/15/16		125,000		132,187
Thomson Reuters Corp (Canada)
5.700% due 10/01/14		250,000		275,307
Ticketmaster Entertainment LLC
10.750% due 08/01/16		135,000		142,425
Time Warner Cable Inc
5.400% due 07/02/12		381,000		393,341
8.250% due 02/14/14		175,000		199,078
				6,416,309
Consumer Staples - 2.2%
Altria Group Inc
8.500% due 11/10/13		418,000		477,025
Anheuser-Busch InBev Worldwide Inc
1.500% due 07/14/14		210,000		211,730
3.000% due 10/15/12		375,000		382,909
5.375% due 11/15/14		75,000		83,905
BAT International Finance PLC (United Kingdom)
8.125% due 11/15/13 ~		150,000		170,980
Coca-Cola Amatil Ltd (Australia)
3.250% due 11/02/14 ~		400,000		418,139
General Mills Inc
6.000% due 02/15/12		200,000		203,779
Kraft Foods Inc
2.625% due 05/08/13		275,000		280,838
6.000% due 02/11/13		75,000		79,478
Philip Morris International Inc
6.875% due 03/17/14		325,000		369,167
The Kroger Co
6.750% due 04/15/12		100,000		103,110
				2,781,060
Energy - 4.8%
Apache Corp
6.000% due 09/15/13		400,000		437,902
BP Capital Markets PLC (United Kingdom)
3.125% due 10/01/15		225,000		232,706
Canadian Natural Resources Ltd (Canada)
5.150% due 02/01/13		300,000		315,848
5.450% due 10/01/12		315,000		328,229
DCP Midstream LLC
9.700% due 12/01/13 ~		230,000		263,882
Devon Energy Corp
2.400% due 07/15/16		425,000		431,469
Ensco PLC (United Kingdom)
3.250% due 03/15/16		300,000		305,124
Enterprise Products Operating LLC
4.600% due 08/01/12		150,000		153,954
6.375% due 02/01/13		100,000		105,914
7.625% due 02/15/12		100,000		102,125
Noble Corp (Cayman)
5.875% due 06/01/13		60,000		64,292
Noble Holding International Ltd (Cayman)
3.450% due 08/01/15		110,000		115,806
Occidental Petroleum Corp
1.450% due 12/13/13		500,000		506,239
1.750% due 02/15/17		305,000		303,324
Petrohawk Energy Corp
10.500% due 08/01/14		125,000		140,937
Plains All American Pipeline LP
4.250% due 09/01/12		500,000		514,142
Plains Exploration & Production Co
10.000% due 03/01/16		125,000		136,250
SeaRiver Maritime Inc
0.000% due 09/01/12		315,000		309,190
Transocean Inc (Cayman)
5.250% due 03/15/13		383,000		399,107
Williams Partners LP
3.800% due 02/15/15		325,000		339,515
Woodside Finance Ltd (Australia)
4.500% due 11/10/14 ~		275,000		292,328
XTO Energy Inc
7.500% due 04/15/12		300,000		310,612
				6,108,895
Financials - 23.8%
ACE INA Holdings Inc
5.875% due 06/15/14		370,000		409,812
American Express Centurion Bank
5.550% due 10/17/12		250,000		260,589
American Express Credit Corp
5.125% due 08/25/14		250,000		270,887
American International Group Inc
4.250% due 09/15/14		410,000		399,185
Banco Bilbao Vizcaya Argentaria SA
2.450% due 06/22/12		2,400,000		2,436,190
Bank of America Corp
1.673% due 01/30/14 §		475,000		430,513
4.500% due 04/01/15		75,000		71,171
Bank of Nova Scotia (Canada)
2.375% due 12/17/13		590,000		606,914
Bank of Scotland PLC (United Kingdom)
5.000% due 11/21/11 ~		300,000		301,458
5.250% due 02/21/17 ~		100,000		108,173
Barclays Bank PLC (United Kingdom)
5.200% due 07/10/14		700,000		716,627
BB&T Corp
3.850% due 07/27/12		250,000		255,723
5.700% due 04/30/14		350,000		382,391
Berkshire Hathaway Inc
2.200% due 08/15/16		630,000		635,277

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-30

PACIFIC LIFE FUNDS
PL SHORT DURATION BOND FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Principal
	Amount		Value
BRFkredit AS (Denmark)
2.050% due 04/15/13 ~	$	1,100,000	$	1,122,983
Capital One Financial Corp
2.125% due 07/15/14		135,000		133,802
7.375% due 05/23/14		275,000		307,477
Caterpillar Financial Services Corp
0.662% due 04/01/14 §		600,000		601,482
Citigroup Inc
1.302% due 04/01/14 §		800,000		766,382
6.375% due 08/12/14		175,000		185,474
Daimler Finance North America LLC
0.973% due 03/28/14 § ~		500,000		500,417
1.875% due 09/15/14 ~		190,000		187,729
Fifth Third Bancorp
6.250% due 05/01/13		175,000		185,378
Fifth Third Bank
0.402% due 05/17/13 §		250,000		244,898
FIH Erhvervsbank AS (Denmark)
2.000% due 06/12/13 ~		1,200,000		1,227,864
General Electric Capital Corp
0.876% due 04/07/14 §		1,175,000		1,147,765
General Motors Acceptance Corp
6.625% due 05/15/12		140,000		141,750
HSBC Finance Corp
0.499% due 01/15/14 §		100,000		94,347
0.523% due 04/24/12 §		250,000		248,644
Hyundai Capital Services Inc (South Korea)
4.375% due 07/27/16 ~		325,000		329,445
Intesa Sanpaolo SPA (Italy)
2.375% due 12/21/12		275,000		267,311
JPMorgan Chase & Co
1.053% due 01/24/14 §		400,000		395,835
1.097% due 05/02/14 §		750,000		739,194
KeyCorp
3.750% due 08/13/15		325,000		335,281
Kilroy Realty LP
5.000% due 11/03/15		325,000		337,876
Lloyds TSB Bank PLC (United Kingdom)
4.375% due 01/12/15 ~		150,000		146,938
MassMutual Global Funding II
0.860% due 09/27/13 ~ §		450,000		452,126
MetLife Inc
2.375% due 02/06/14		125,000		127,260
Metropolitan Life Global Funding I
2.500% due 01/11/13 ~		525,000		530,785
5.125% due 06/10/14 ~		250,000		270,295
Morgan Stanley
1.853% due 01/24/14 §		1,000,000		933,605
National Australia Bank Ltd (Australia)
2.350% due 11/16/12 ~		325,000		329,582
New York Life Global Funding
2.450% due 07/14/16 ~		580,000		590,280
Nordea Bank AB (Sweden)
2.125% due 01/14/14 ~		760,000		754,938
Principal Financial Group Inc
7.875% due 05/15/14		360,000		409,318
Prudential Financial Inc
2.750% due 01/14/13		325,000		327,995
5.100% due 09/20/14		100,000		105,561
RCI Banque SA (France)
2.116% due 04/11/14 ~ §		200,000		189,345
Regions Financial Corp
5.750% due 06/15/15		200,000		194,000
Reinsurance Group of America Inc
6.750% due 12/15/11		175,000		176,686
Royal Bank of Canada (Canada)
0.550% due 04/17/14 §		700,000		697,681
Simon Property Group LP
4.200% due 02/01/15		275,000		290,546
SLM Corp
5.125% due 08/27/12		695,000		694,868
Societe Generale SA (France)
2.500% due 01/15/14 ~		325,000		302,571
Sovereign Bank
5.125% due 03/15/13		350,000		353,246
Standard Chartered PLC (United Kingdom)
3.850% due 04/27/15 ~		175,000		179,507
Sun Life Financial Global Funding LP
0.638% due 10/06/13 ~ §		375,000		372,585
The Bank of New York Mellon Corp
4.950% due 11/01/12		1,199,000		1,251,049
The Goldman Sachs Group Inc
1.269% due 02/07/14 §		1,005,000		963,658
The Royal Bank of Scotland PLC
(United Kingdom)
3.400% due 08/23/13		425,000		423,232
The Toronto-Dominion Bank (Canada)
0.432% due 07/26/13 §		230,000		230,066
0.549% due 07/14/14 §		235,000		235,316
Toyota Motor Credit Corp
2.000% due 09/15/16		585,000		583,409
UBS AG (Switzerland)
1.253% due 01/28/14 §		400,000		395,276
Wachovia Corp
5.500% due 05/01/13		475,000		504,998
WEA Finance LLC
5.400% due 10/01/12 ~		375,000		386,694
				30,189,660
Health Care - 2.8%
Boston Scientific Corp
4.500% due 01/15/15		600,000		627,719
Cardinal Health Inc
5.500% due 06/15/13		365,000		391,094
Express Scripts Inc
3.125% due 05/15/16		250,000		252,859
5.250% due 06/15/12		545,000		559,713
6.250% due 06/15/14		100,000		110,184
Life Technologies Corp
3.375% due 03/01/13		500,000		512,770
4.400% due 03/01/15		225,000		236,178
Teva Pharmaceutical Finance III BV (Netherlands)
0.853% due 03/21/14 §		250,000		249,967
WellPoint Inc
6.000% due 02/15/14		300,000		331,764
6.800% due 08/01/12		250,000		262,221
				3,534,469
Industrials - 2.7%
ACCO Brands Corp
10.625% due 03/15/15		125,000		135,000
Casella Waste Systems Inc
11.000% due 07/15/14		125,000		133,125
CSX Corp
5.750% due 03/15/13		225,000		239,269
Delta Air Lines Inc
12.250% due 03/15/15 ~		125,000		133,437
ERAC USA Finance LLC
2.750% due 07/01/13 ~		1,000,000		1,012,172
GATX Corp
3.500% due 07/15/16		360,000		359,076
John Deere Capital Corp
4.950% due 12/17/12		450,000		471,737
Lockheed Martin Corp
2.125% due 09/15/16		235,000		234,089
Roper Industries Inc
6.625% due 08/15/13		150,000		162,541

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-31

PACIFIC LIFE FUNDS
PL SHORT DURATION BOND FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Principal
	Amount		Value
United Air Lines Inc
9.875% due 08/01/13 ~	$	135,000	$	139,050
Waste Management Inc
5.000% due 03/15/14		150,000		163,138
6.375% due 11/15/12		250,000		264,839
				3,447,473
Information Technology - 1.3%
Broadcom Corp
1.500% due 11/01/13 ~		150,000		150,380
2.375% due 11/01/15 ~		200,000		202,072
Fiserv Inc
3.125% due 06/15/16		125,000		126,728
Hewlett-Packard Co
2.350% due 03/15/15		340,000		341,479
HP Enterprise Services LLC
6.000% due 08/01/13		375,000		402,306
Xerox Corp
1.110% due 05/16/14 §		400,000		396,672
				1,619,637
Materials - 1.6%
ArcelorMittal (Luxembourg)
5.375% due 06/01/13		275,000		280,749
Barrick Gold Financeco LLC (Canada)
6.125% due 09/15/13		400,000		437,479
CRH America Inc
5.300% due 10/15/13		150,000		157,304
Rio Tinto Finance USA Ltd (Australia)
8.950% due 05/01/14		500,000		591,862
The Dow Chemical Co
2.500% due 02/15/16		475,000		468,545
Verso Paper Holdings LLC
11.500% due 07/01/14		35,000		36,575
				1,972,514
Telecommunication Services - 3.8%
America Movil SAB de CV (Mexico)
3.625% due 03/30/15		200,000		209,000
American Tower Corp
4.625% due 04/01/15		525,000		557,389
British Telecommunications PLC (United Kingdom)
5.150% due 01/15/13		350,000		366,178
CenturyLink Inc
7.875% due 08/15/12		75,000		78,212
Crown Castle Towers LLC
4.523% due 01/15/15 ~		550,000		577,738
Digicel Ltd (Bermuda)
12.000% due 04/01/14 ~		125,000		138,125
GTP Acquisition Partners I LLC
4.347% due 06/15/16 ~		190,000		191,395
Rogers Communications Inc (Canada)
6.250% due 06/15/13		300,000		324,943
Telecom Italia Capital SA (Luxembourg)
5.250% due 11/15/13		565,000		552,610
Telefonica Emisiones SAU (Spain)
5.855% due 02/04/13		450,000		458,206
Verizon Virginia Inc
4.625% due 03/15/13		790,000		826,032
Vodafone Group PLC (United Kingdom)
5.350% due 02/27/12		550,000		559,976
				4,839,804
Utilities - 5.4%
Arizona Public Service Co
6.500% due 03/01/12		250,000		255,144
CenterPoint Energy Resources Corp
7.875% due 04/01/13		75,000		81,812
CMS Energy Corp
2.750% due 05/15/14		375,000		369,109
Commonwealth Edison Co
1.625% due 01/15/14		450,000		453,502
1.950% due 09/01/16		120,000		119,120
Dominion Resources Inc
1.800% due 03/15/14		325,000		328,293
1.950% due 08/15/16		165,000		164,557
Duke Energy Corp
6.300% due 02/01/14		525,000		582,581
Enel Finance International NV (Luxembourg)
5.700% due 01/15/13 ~		250,000		255,781
FirstEnergy Corp
6.450% due 11/15/11		5,000		5,027
Georgia Power Co
1.300% due 09/15/13		325,000		327,355
Great Plains Energy Inc
2.750% due 08/15/13		225,000		229,004
Korea Hydro & Nuclear Power Co Ltd (South Korea)
3.125% due 09/16/15 ~		275,000		270,287
MidAmerican Energy Holdings Co
3.150% due 07/15/12		525,000		534,036
5.000% due 02/15/14		250,000		269,450
Nisource Finance Corp
6.150% due 03/01/13		300,000		317,711
PacifiCorp
5.450% due 09/15/13		200,000		215,390
Progress Energy Inc
6.050% due 03/15/14		150,000		165,264
PSEG Power LLC
2.750% due 09/15/16		130,000		129,653
Sempra Energy
1.107% due 03/15/14 §		575,000		576,447
Southern Co
0.652% due 10/21/11 §		125,000		125,027
1.950% due 09/01/16		145,000		144,607
Veolia Environnement SA (France)
5.250% due 06/03/13		500,000		526,212
Wisconsin Electric Power Co
6.000% due 04/01/14		375,000		420,217
				6,865,586
Total Corporate Bonds & Notes (Cost $68,127,922)				67,775,407
MORTGAGE-BACKED SECURITIES - 27.3%
Collateralized Mortgage Obligations — Commercial - 4.2%
Bear Stearns Commercial Mortgage Securities
4.715% due 02/11/41 “		635,000		664,535
4.978% due 07/11/42 “ §		625,000		668,300
5.200% due 01/12/41 “ §		625,000		664,638
Citigroup Commercial Mortgage Trust
5.541% due 04/15/40 “ §		305,000		326,160
Commercial Mortgage Pass -Through Certificates
5.527% due 07/10/37 “ §		100,000		107,913
Credit Suisse First Boston Mortgage Securities Corp
4.940% due 12/15/35 “		655,000		672,676
DBUBS Mortgage Trust
2.238% due 08/10/44 “		203,280		205,509
JP Morgan Chase Commercial Mortgage Securities Corp
4.719% due 01/15/38 “		330,000		347,649
5.539% due 06/12/41 “ §		620,000		666,420
Morgan Stanley Capital I
5.270% due 06/13/41 “ §		620,000		666,319
WF-RBS Commercial Mortgage Trust
1.607% due 06/15/44 “ ~		330,216		329,778
				5,319,897

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-32

PACIFIC LIFE FUNDS
PL SHORT DURATION BOND FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Principal
	Amount		Value
Collateralized Mortgage Obligations — Residential - 3.8%
Fannie Mae
5.000% due 08/25/19 “	$	663,207	$	717,648
Fosse Master Issuer PLC (United Kingdom)
1.650% due 10/18/54 “ ~ §		600,000		598,197
Freddie Mac
0.679% due 05/15/36 “ §		77,749		77,965
0.729% due 08/15/41 “ §		582,011		581,465
NCUA Guaranteed Notes
0.604% due 03/06/20 “ §		434,586		434,857
0.604% due 04/06/20 “ §		435,783		436,055
0.604% due 05/07/20 “ §		436,121		436,326
0.625% due 03/11/20 “ §		454,043		454,917
Permanent Master Issuer PLC (United Kingdom)
1.649% due 07/15/42 “ ~ §		800,000		795,488
Structured Adjustable Rate Mortgage Loan Trust
2.649% due 11/25/34 “ §		292,693		254,666
				4,787,584
Fannie Mae - 19.1%
2.001% due 01/01/35 “ §		1,256,187		1,316,811
2.456% due 09/01/34 “ §		963,394		1,012,926
2.555% due 11/01/34 “ §		737,112		776,899
2.684% due 09/01/35 “ §		1,112,548		1,183,420
4.000% due 03/01/26-04/01/25 “		3,508,046		3,707,906
4.500% due 04/01/24-05/01/26 “		6,394,947		6,819,308
5.000% due 01/01/20-07/01/41 “		615,152		663,601
5.500% due 01/01/38-10/01/38 “		7,345,448		7,995,356
6.000% due 11/01/35 “		601,674		664,229
				24,140,456
Freddie Mac - 0.2%
5.000% due 11/01/16-04/01/18 “		192,911		207,444
5.500% due 01/01/20 “		36,762		40,121
				247,565
Total Mortgage-Backed Securities (Cost $34,381,231)				34,495,502
ASSET-BACKED SECURITIES - 10.2%
Ally Master Owner Trust
2.150% due 01/15/16 “		660,000		670,764
AmeriCredit Automobile Receivables Trust
1.170% due 05/09/16 “		345,000		344,687
Bank of America Auto Trust
1.670% due 12/16/13 “ ~		250,080		251,135
BMW Vehicle Owner Trust
0.760% due 08/25/15 “		255,000		254,815
CarMax Auto Owner Trust
0.910% due 12/15/15 “		330,000		329,880
CNH Equipment Trust
0.910% due 08/15/16 “		300,000		300,093
1.030% due 11/17/14 “		66,319		66,413
5.170% due 10/15/14 “		130,178		133,777
College Loan Corp Trust
0.353% due 07/25/24 “ §		1,000,000		994,063
0.413% due 04/25/21 “ §		817,249		815,790
Collegiate Funding Services Education Loan Trust
0.453% due 12/28/21 “ §		346,315		341,623
Ford Credit Auto Owner Trust
1.350% due 12/15/16 “		435,000		440,128
1.510% due 01/15/14 “		403,175		404,915
6.070% due 05/15/14 “		205,000		214,279
GE Dealer Floorplan Master Note Trust
0.831% due 07/20/16 “ §		270,000		268,118
Huntington Auto Trust “
1.010% due 01/15/16 ~		240,000		240,150
John Deere Owner Trust
1.320% due 05/15/14 “		104,414		104,871
Mercedes-Benz Auto Receivables Trust
1.220% due 12/15/17 “		680,000		684,104
Nelnet Education Loan Funding Inc
0.412% due 11/25/15 “ §		32,267		32,256
Nissan Auto Lease Trust
0.920% due 02/16/15 “		375,000		374,929
1.040% due 08/15/14 “		680,000		680,071
Northstar Education Finance Inc
0.373% due 04/28/16 “ §		577,576		561,699
0.423% due 04/28/17 “ §		122,500		122,431
SLM Student Loan Trust
0.253% due 07/25/17 “ §		356,540		353,543
0.283% due 07/25/18 “ §		1,298,113		1,294,224
SMART Trust (Australia)
1.540% due 03/14/15 “ ~		100,000		100,295
Student Loan Consolidation Center
1.455% due 10/25/27 “ ~ §		285,388		284,315
SunTrust Student Loan Trust
0.353% due 07/28/20 “ ~ §		432,730		431,087
World Financial Network Credit Card Master Trust
0.359% due 02/15/17 “ ~ §		1,100,000		1,089,838
3.790% due 05/15/16 “		400,000		408,696
World Omni Auto Receivables Trust
5.120% due 05/15/14 “		310,000		321,235
Total Asset-Backed Securities (Cost $12,900,324)				12,914,224
U.S. GOVERNMENT AGENCY ISSUE - 0.3%
Freddie Mac
4.500% due 01/15/13		300,000		316,124
Total U.S. Government Agency Issue (Cost $314,289)				316,124
U.S. TREASURY OBLIGATIONS - 2.9%
U.S. Treasury Inflation Protected Securities - 2.7%
0.500% due 04/15/15 ^		698,455		726,884
3.000% due 07/15/12 ^		2,618,881		2,692,946
				3,419,830
U.S. Treasury Notes - 0.2%
1.500% due 07/31/16 ‡		275,000		282,627
Total U.S. Treasury Obligations (Cost $3,717,189)				3,702,457
FOREIGN GOVERNMENT BONDS & NOTES - 0.4%
Mexican Bonos (Mexico)
9.000% due 12/22/11	MXN	6,750,000		491,963
Total Foreign Government Bonds & Notes (Cost $586,928)				491,963

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-33

PACIFIC LIFE FUNDS
PL SHORT DURATION BOND FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Principal
	Amount		Value
MUNICIPAL BONDS - 0.5%
Florida Hurricane Catastrophe Fund Finance Corp ‘A’
1.009% due 10/15/12 §	$	690,000	$	689,993
Total Municipal Bonds (Cost $690,000)				689,993
	Shares
SHORT-TERM INVESTMENT - 4.0%
Money Market Fund - 4.0%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		5,070,668		5,070,668
Total Short-Term Investment (Cost $5,070,668)				5,070,668
TOTAL INVESTMENTS - 99.1% (Cost $125,788,551)				125,456,338
OTHER ASSETS & LIABILITIES, NET - 0.9%				1,139,310
NET ASSETS - 100.0%			$	126,595,648

Notes to Schedule of Investments
(a)	As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:

Corporate Bonds & Notes	53.5	%
Mortgage-Backed Securities	27.3	%
Asset-Backed Securities	10.2	%
Short-Term Investment	4.0	%
U.S. Treasury Obligations	2.9	%
Municipal Bonds	0.5	%
Foreign Government Bonds & Notes	0.4	%
U.S. Government Agency Issue	0.3	%
	99.1	%
Other Assets & Liabilities, Net	0.9	%
	100.0	%

(b) As of September 30, 2011, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

AAA	14.5	%
AA / U.S. Government & Agency Issues	37.0	%
A	19.3	%
BBB	20.8	%
BB	2.2	%
B	0.8	%
NR	5.4	%
	100.0	%

(c) Open futures contracts outstanding as of September 30, 2011 were as follows:

	Number of		Notional		Unrealized
Long Futures Outstanding	Contracts		Amount		Depreciation
U.S. Treasury 5-Year Notes (12/11)		23	$	2,300,000	$	(8,178	)

(d)	As of September 30, 2011, investments with a total aggregate value of $41,109 were fully or partially segregated with the broker(s)/custodian as collateral for open futures contracts.
(e)	Forward foreign currency contracts outstanding as of September 30, 2011 were as follows:

Contracts		Principal Amount
to Buy or		Covered by					Unrealized
to Sell	Currency	Contracts		Expiration		Counterparty	Appreciation
Buy	CNY		6,490,000		12/11	GSC	$	6,792
Buy	CNY		6,495,000		06/12	GSC		6,513
Total Forward Foreign Currency Contracts							$	13,305

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-34

PACIFIC LIFE FUNDS
PL SHORT DURATION BOND FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

(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 11 in Notes to Financial Statements) as of September 30, 2011:

							Level 2		Level 3
	Total Value at			Level 1			Significant		Significant
	September 30, 2011			Quoted Price			Observable Inputs		Unobservable Inputs
Assets
Corporate Bonds & Notes	$	67,775,407		$	—		$	67,775,407	$	—
Mortgage-Backed Securities		34,495,502			—			34,495,502		—
Asset-Backed Securities		12,914,224			—			12,914,224		—
U.S. Government Agency Issue		316,124			—			316,124		—
U.S. Treasury Obligations		3,702,457			—			3,702,457		—
Foreign Government Bonds & Notes		491,963			—			491,963		—
Municipal Bonds		689,993			—			689,993		—
Short-Term Investment		5,070,668			5,070,668			—		—
Derivatives:
Foreign Currency Contracts
Forward Foreign Currency Contracts		13,305			—			13,305		—
Total Assets		125,469,643			5,070,668			120,398,975		—
Liabilities
Derivatives:
Interest Rate Contracts
Futures		(8,178	)		(8,178	)		—		—
Total Liabilities		(8,178	)		(8,178	)		—		—
Total	$	125,461,465		$	5,062,490		$	120,398,975	$	—

The following is a reconciliation of investments for significant unobservable inputs (Level 3) used in valuing the fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) for the six-month period ended September 30, 2011:

	Mortgage-			Asset-
	Backed			Backed
	Securities			Securities			Total
Value, Beginning of Period	$	1,000,000		$	299,330		$	1,299,330
Purchases		—			—			—
Sales		(111,375	)		(13,441	)		(124,816	)
Accrued Discount (Premiums)		—			—			—
Net Realized Gains (Losses)		—			—			—
Change in Net Unrealized Appreciation (Depreciation)		1,149			(1,574	)		(425	)
Transfers In		—			—			—
Transfers Out		(889,774	)		(284,315	)		(1,174,089	)
Value, End of Period	$	—		$	—		$	—
Change in Net Unrealized Appreciation (Depreciation) on Level 3 Investments Held at the End of Period, If Applicable	$	—		$	—		$	—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-35

PACIFIC LIFE FUNDS
PL COMSTOCK FUND
Schedule of Investments
September 30, 2011 (Unaudited)

	Shares		Value
COMMON STOCKS - 96.9%
Consumer Discretionary - 15.3%
Comcast Corp ‘A’		309,154	$	6,461,320
General Motors Co *		100,887		2,035,900
Lowe’s Cos Inc		73,072		1,413,212
Macy’s Inc		21,401		563,274
News Corp ‘B’		157,289		2,452,136
Staples Inc		103,448		1,375,858
Target Corp		25,062		1,229,040
The Home Depot Inc		34,888		1,146,769
Time Warner Cable Inc		50,863		3,187,584
Time Warner Inc		52,566		1,575,403
Viacom Inc ‘B’		103,192		3,997,658
				25,438,154
Consumer Staples - 9.7%
Avon Products Inc		33,936		665,146
CVS Caremark Corp		88,952		2,987,008
Kraft Foods Inc ‘A’		122,914		4,127,452
PepsiCo Inc		13,597		841,654
The Coca-Cola Co		22,111		1,493,819
The Procter & Gamble Co		10,941		691,252
Unilever NV ‘NY’ (Netherlands)		109,913		3,461,160
Wal-Mart Stores Inc		36,787		1,909,245
				16,176,736
Energy - 11.0%
BP PLC ADR (United Kingdom)		84,865		3,061,081
Chesapeake Energy Corp		46,950		1,199,573
Chevron Corp		37,026		3,425,646
Halliburton Co		105,861		3,230,878
Murphy Oil Corp		35,968		1,588,347
Noble Corp (Switzerland) *		26,792		786,345
Royal Dutch Shell PLC ADR ‘A’ (United Kingdom)		51,487		3,167,480
Weatherford International Ltd (Switzerland) *		161,688		1,974,210
				18,433,560
Financials - 19.7%
Aflac Inc		14,795		517,085
Bank of America Corp		292,934		1,792,756
Citigroup Inc		139,333		3,569,711
Fifth Third Bancorp		101,593		1,026,089
JPMorgan Chase & Co		143,035		4,308,214
MetLife Inc		63,759		1,785,890
Morgan Stanley		99,401		1,341,914
State Street Corp		21,051		677,000
The Allstate Corp		150,604		3,567,809
The Bank of New York Mellon Corp		136,149		2,531,010
The Chubb Corp		17,010		1,020,430
The Goldman Sachs Group Inc		15,780		1,491,999
The PNC Financial Services Group Inc		49,400		2,380,586
The Travelers Cos Inc		40,482		1,972,688
Torchmark Corp		24,412		851,002
U.S. Bancorp		50,236		1,182,555
Wells Fargo & Co		115,281		2,780,578
				32,797,316
Health Care - 13.3%
Abbott Laboratories		16,089		822,791
Bristol-Myers Squibb Co		137,568		4,316,884
Cardinal Health Inc		42,865		1,795,186
GlaxoSmithKline PLC ADR (United Kingdom)		52,862		2,182,672
Merck & Co Inc		74,911		2,450,339
Pfizer Inc		242,522		4,287,789
Roche Holding AG ADR (Switzerland)		39,152		1,574,693
UnitedHealth Group Inc		68,783		3,172,272
WellPoint Inc		24,685		1,611,437
				22,214,063
Industrials - 5.8%
Emerson Electric Co		23,641		976,610
General Electric Co		159,159		2,425,583
Honeywell International Inc		52,240		2,293,858
Ingersoll-Rand PLC (Ireland)		86,374		2,426,246
Textron Inc		87,825		1,549,233
				9,671,530
Information Technology - 11.5%
Cisco Systems Inc		103,559		1,604,129
Dell Inc *		124,903		1,767,377
eBay Inc *		116,957		3,449,062
Hewlett-Packard Co		127,300		2,857,885
Intel Corp		53,872		1,149,090
KLA-Tencor Corp		14,486		554,524
Microsoft Corp		165,949		4,130,471
The Western Union Co		27,862		426,010
Yahoo! Inc *		243,948		3,210,356
				19,148,904
Materials - 3.8%
Alcoa Inc		178,387		1,707,164
International Paper Co		197,583		4,593,805
				6,300,969
Telecommunication Services - 3.4%
AT&T Inc		58,512		1,668,762
Verizon Communications Inc		59,780		2,199,904
Vodafone Group PLC ADR (United Kingdom)		68,426		1,755,127
				5,623,793
Utilities - 3.4%
FirstEnergy Corp		50,952		2,288,254
PPL Corp		111,451		3,180,812
Sempra Energy		5,664		291,696
				5,760,762
Total Common Stocks (Cost $164,802,287)				161,565,787
SHORT-TERM INVESTMENT - 11.1%
Money Market Fund - 11.1%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		18,547,711		18,547,711
Total Short-Term Investment (Cost $18,547,711)				18,547,711
TOTAL INVESTMENTS - 108.0% (Cost $183,349,998)				180,113,498
OTHER ASSETS & LIABILITIES, NET - (8.0%)				(13,382,908	)
NET ASSETS - 100.0%			$	166,730,590

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-36

PACIFIC LIFE FUNDS
PL COMSTOCK FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

Notes to Schedule of Investments

(a) As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:

Financials	19.7	%
Consumer Discretionary	15.3	%
Health Care	13.3	%
Information Technology	11.5	%
Short-Term Investment	11.1	%
Energy	11.0	%
Consumer Staples	9.7	%
Industrials	5.8	%
Materials	3.8	%
Utilities	3.4	%
Telecommunication Services	3.4	%
	108.0	%
Other Assets & Liabilities, Net	(8.0	%)
	100.0	%

(b)	Fair Value Measurements
	The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) as of September 30, 2011:

					Level 2		Level 3
	Total Value at		Level 1		Significant		Significant
	September 30, 2011		Quoted Price		Observable Inputs		Unobservable Inputs
Assets
Common Stocks (1)	$	161,565,787	$	161,565,787	$	—	$	—
Short-Term Investment		18,547,711		18,547,711		—		—
Total	$	180,113,498	$	180,113,498	$	—	$	—

(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-65

A-37

PACIFIC LIFE FUNDS
PL GROWTH LT FUND
Schedule of Investments
September 30, 2011 (Unaudited)

	Shares		Value
COMMON STOCKS - 94.3%
Consumer Discretionary - 13.9%
Amazon.com Inc *		6,020	$	1,301,705
CBS Corp ‘B’		45,310		923,418
Cie Financiere Richemont SA ‘A’ (Switzerland)		18,629		826,955
Crown Ltd (Australia)		76,277		581,219
Limited Brands Inc		32,820		1,263,898
Mattel Inc		26,730		692,040
McDonald’s Corp		7,125		625,718
Netflix Inc *		2,470		279,505
Nike Inc ‘B’		10,990		939,755
Nordstrom Inc		39,965		1,825,601
Prada SPA (Italy) *		163,355		679,105
The Walt Disney Co		35,310		1,064,950
Time Warner Cable Inc		10,005		627,013
				11,630,882
Consumer Staples - 9.6%
Anheuser-Busch InBev NV (Belgium)		26,720		1,417,049
Colgate-Palmolive Co		14,905		1,321,775
Costco Wholesale Corp		14,920		1,225,230
Philip Morris International Inc		13,465		839,947
Reckitt Benckiser Group PLC (United Kingdom)		9,317		465,045
SABMiller PLC (United Kingdom)		11,356		363,906
Unilever NV CVA (Netherlands)		37,978		1,202,912
Walgreen Co		36,475		1,199,663
				8,035,527
Energy - 11.2%
Apache Corp		12,030		965,287
Baker Hughes Inc		21,435		989,440
Canadian Natural Resources Ltd (Canada)		22,170		648,916
Dresser-Rand Group Inc *		23,219		941,066
EOG Resources Inc		14,255		1,012,248
Halliburton Co		28,460		868,599
Helmerich & Payne Inc		12,245		497,147
Hess Corp		18,900		991,494
Kinder Morgan Inc		17,585		455,276
Occidental Petroleum Corp		13,470		963,105
OGX Petroleo e Gas Participacoes SA ADR (Brazil) *		59,427		376,767
Schlumberger Ltd (Netherlands)		11,430		682,714
				9,392,059
Financials - 3.3%
JPMorgan Chase & Co		20,048		603,846
Morgan Stanley		29,660		400,410
Prudential PLC (United Kingdom)		59,985		511,082
T. Rowe Price Group Inc		21,045		1,005,320
The Charles Schwab Corp		24,460		275,664
				2,796,322
Health Care - 13.3%
AmerisourceBergen Corp		20,315		757,140
Celgene Corp *		37,500		2,322,000
Covidien PLC (Ireland)		37,875		1,670,287
DaVita Inc *		7,950		498,226
Endo Pharmaceuticals Holdings Inc *		34,135		955,439
Express Scripts Inc *		18,665		691,912
Mylan Inc *		34,295		583,015
Perrigo Co		6,185		600,625
Pfizer Inc		50,840		898,851
St. Jude Medical Inc		9,875		357,376
Valeant Pharmaceuticals International Inc (Canada)		20,575		763,744
Vertex Pharmaceuticals Inc *		21,781		970,126
				11,068,741
Industrials - 9.5%
C.H. Robinson Worldwide Inc		19,830		1,357,760
Danaher Corp		15,455		648,183
Expeditors International of Washington Inc		20,105		815,258
FANUC Corp (Japan)		7,500		1,032,591
Fastenal Co		13,428		446,884
Precision Castparts Corp		9,740		1,514,180
Sensata Technologies Holding NV (Netherlands) *		30,021		794,356
Tyco International Ltd (Switzerland)		19,450		792,588
Verisk Analytics Inc ‘A’ *		14,265		495,994
				7,897,794
Information Technology - 28.7%
Adobe Systems Inc *		27,840		672,893
Amdocs Ltd (United Kingdom) *		38,620		1,047,374
Amphenol Corp ‘A’		20,583		839,169
Apple Inc *		13,775		5,250,754
Atmel Corp *		77,222		623,181
eBay Inc *		110,425		3,256,433
EMC Corp *		101,435		2,129,121
Microsoft Corp		113,120		2,815,557
ON Semiconductor Corp *		146,797		1,052,534
Oracle Corp		109,915		3,158,957
Taiwan Semiconductor Manufacturing Co Ltd (Taiwan)		377,455		855,223
TE Connectivity Ltd (Switzerland)		38,095		1,071,993
Teradata Corp *		22,605		1,210,046
				23,983,235
Materials - 3.9%
Ball Corp		24,665		765,108
K+S AG (Germany)		20,475		1,076,536
Praxair Inc		15,055		1,407,341
				3,248,985
Telecommunication Services - 0.9%
Crown Castle International Corp *		18,590		756,055
Total Common Stocks (Cost $76,691,890)				78,809,600
EXCHANGE-TRADED FUNDS - 1.2%
SPDR Gold Shares *		4,140		654,368
Sprott Physical Gold Trust (Canada) *		22,496		315,619
Total Exchange-Traded Funds (Cost $857,378)				969,987
	Principal
	Amount
SHORT-TERM INVESTMENTS - 3.5%
U.S. Government Agency Issue - 3.1%
Federal Home Loan Bank
0.001% due 10/03/11	$	2,600,000		2,600,000

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-38

PACIFIC LIFE FUNDS
PL GROWTH LT FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Shares		Value
Money Market Fund - 0.4%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		358,360	$	358,360
Total Short-Term Investments (Cost $2,958,360)				2,958,360
TOTAL INVESTMENTS - 99.0% (Cost $80,507,628)				82,737,947
OTHER ASSETS & LIABILITIES, NET - 1.0%				821,301
NET ASSETS - 100.0%			$	83,559,248

Notes to Schedule of Investments

(a) As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:

Information Technology	28.7	%
Consumer Discretionary	13.9	%
Health Care	13.3	%
Energy	11.2	%
Consumer Staples	9.6	%
Industrials	9.5	%
Materials	3.9	%
Short-Term Investments	3.5	%
Financials	3.3	%
Exchange-Traded Funds	1.2	%
Telecommunication Services	0.9	%
	99.0	%
Other Assets & Liabilities, Net	1.0	%
	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)	Forward foreign currency contracts outstanding as of September 30, 2011 were as follows:

Contracts		Principal Amount					Unrealized
to Buy or		Covered by					Appreciation
to Sell	Currency	Contracts		Expiration		Counterparty	(Depreciation)
Sell	EUR		15,000		10/11	CSF	$	550
Sell	EUR		560,000		10/11	HSB		52,855
Sell	EUR		890,000		10/11	JPM		16,945
Sell	EUR		620,000		10/11	RBC		41,689
Buy	GBP		70,000		10/11	CSF		1,538
Sell	GBP		160,000		10/11	CSF		3,013
Sell	GBP		200,000		10/11	HSB		1,517
Sell	GBP		165,000		10/11	JPM		2,513
Sell	GBP		50,000		10/11	JPM		(323	)
Sell	GBP		90,000		10/11	RBC		8,205
Total Forward Foreign Currency Contracts							$	128,502

(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 11 in Notes to Financial Statements) as of September 30, 2011:

						Level 2			Level 3
	Total Value at			Level 1		Significant			Significant
	September 30, 2011			Quoted Price		Observable Inputs			Unobservable Inputs
Assets
Common Stocks
Consumer Discretionary	$	11,630,882		$	9,543,603	$	2,087,279		$	—
Consumer Staples		8,035,527			4,586,615		3,448,912			—
Energy		9,392,059			9,392,059		—			—
Financials		2,796,322			2,285,240		511,082			—
Health Care		11,068,741			11,068,741		—			—
Industrials		7,897,794			6,865,203		1,032,591			—
Information Technology		23,983,235			23,128,012		855,223			—
Materials		3,248,985			2,172,449		1,076,536			—
Telecommunication Services		756,055			756,055		—			—
		78,809,600			69,797,977		9,011,623			—
Exchange-Traded Funds		969,987			969,987		—			—
Short-Term Investments		2,958,360			358,360		2,600,000			—
Derivatives:
Foreign Currency Contracts
Forward Foreign Currency Contracts		128,825			—		128,825			—
Total Assets		82,866,772			71,126,324		11,740,448			—
Liabilities
Derivatives:
Foreign Currency Contracts
Forward Foreign Currency Contracts		(323	)		—		(323	)		—
Total Liabilities		(323	)		—		(323	)		—
Total	$	82,866,449		$	71,126,324	$	11,740,125		$	—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-39

PACIFIC LIFE FUNDS
PL LARGE-CAP GROWTH FUND
Schedule of Investments
September 30, 2011 (Unaudited)

	Shares		Value
COMMON STOCKS - 95.4%
Consumer Discretionary - 20.8%
Amazon.com Inc *		20,800	$	4,497,584
Chipotle Mexican Grill Inc *		3,400		1,030,030
Discovery Communications Inc ‘A’ *		36,400		1,369,368
Focus Media Holding Ltd ADR (Cayman) *		39,900		669,921
Las Vegas Sands Corp *		80,000		3,067,200
McDonald’s Corp		36,100		3,170,302
Nike Inc ‘B’		20,700		1,770,057
priceline.com Inc *		5,300		2,382,138
Ralph Lauren Corp		14,600		1,893,620
				19,850,220
Consumer Staples - 7.8%
CVS Caremark Corp		70,400		2,364,032
Kellogg Co		48,400		2,574,396
The Estee Lauder Cos Inc ‘A’		28,200		2,477,088
				7,415,516
Energy - 6.0%
Concho Resources Inc *		28,400		2,020,376
CONSOL Energy Inc		30,900		1,048,437
FMC Technologies Inc *		55,700		2,094,320
Schlumberger Ltd (Netherlands)		10,100		603,273
				5,766,406
Financials - 2.3%
CME Group Inc ‘A’		8,800		2,168,320
Health Care - 11.5%
Agilent Technologies Inc *		72,100		2,253,125
Allergan Inc		36,700		3,023,346
Edwards Lifesciences Corp *		14,300		1,019,304
Express Scripts Inc *		66,900		2,479,983
Watson Pharmaceuticals Inc *		31,900		2,177,175
				10,952,933
Industrials - 8.9%
C.H. Robinson Worldwide Inc		29,100		1,992,477
Danaher Corp		46,300		1,941,822
Precision Castparts Corp		15,100		2,347,446
Roper Industries Inc		16,900		1,164,579
Union Pacific Corp		12,200		996,374
				8,442,698
Information Technology - 30.6%
Apple Inc *		18,600		7,089,948
Baidu Inc ADR (Cayman) *		16,200		1,731,942
EMC Corp *		145,600		3,056,144
Google Inc ‘A’ *		7,100		3,652,098
MercadoLibre Inc		16,900		908,375
Oracle Corp		79,600		2,287,704
QUALCOMM Inc		48,700		2,368,281
Riverbed Technology Inc *		87,800		1,752,488
salesforce.com inc *		13,300		1,519,924
SINA Corp (Cayman) *		11,200		802,032
Teradata Corp *		17,100		915,363
Visa Inc ‘A’		35,200		3,017,344
				29,101,643
Materials - 5.0%
Ecolab Inc		19,800		968,022
FMC Corp		18,900		1,307,124
Freeport-McMoRan Copper & Gold Inc		23,000		700,350
The Sherwin-Williams Co		23,900		1,776,248
				4,751,744
Telecommunication Services - 2.5%
Crown Castle International Corp *		58,800		2,391,396
Total Common Stocks (Cost $82,108,916)				90,840,876
EXCHANGE-TRADED FUND - 0.3%
iShares Russell 1000 Growth Index Fund		4,600		241,868
Total Exchange-Traded Fund (Cost $245,020)				241,868
SHORT-TERM INVESTMENT - 2.7%
Money Market Fund - 2.7%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		2,608,206		2,608,206
Total Short-Term Investment (Cost $2,608,206)				2,608,206
TOTAL INVESTMENTS - 98.4% (Cost $84,962,142)				93,690,950
OTHER ASSETS & LIABILITIES, NET - 1.6%				1,524,698
NET ASSETS - 100.0%			$	95,215,648

Notes to Schedule of Investments

(a) As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:

Information Technology	30.6	%
Consumer Discretionary	20.8	%
Health Care	11.5	%
Industrials	8.9	%
Consumer Staples	7.8	%
Energy	6.0	%
Materials	5.0	%
Short-Term Investment	2.7	%
Telecommunication Services	2.5	%
Financials	2.3	%
Exchange-Traded Fund	0.3	%
	98.4	%
Other Assets & Liabilities, Net	1.6	%
	100.0	%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-40

PACIFIC LIFE FUNDS
PL LARGE-CAP GROWTH FUND
Schedule of Investments (Continued)
September 30, 2011 (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 11 in Notes to Financial Statements) as of September 30, 2011:

					Level 2		Level 3
	Total Value at		Level 1		Significant		Significant
	September 30, 2011		Quoted Price		Observable Inputs		Unobservable Inputs
Assets
Common Stocks (1)	$	90,840,876	$	90,840,876	$	—	$	—
Exchange-Traded Fund		241,868		241,868		—		—
Short-Term Investment		2,608,206		2,608,206		—		—
Total	$	93,690,950	$	93,690,950	$	—	$	—

(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-65

A-41

PACIFIC LIFE FUNDS
PL LARGE-CAP VALUE FUND
Schedule of Investments
September 30, 2011 (Unaudited)

	Shares		Value
COMMON STOCKS - 95.0%
Consumer Discretionary - 16.4%
DISH Network Corp ‘A’ *		153,546	$	3,847,863
Johnson Controls Inc		63,090		1,663,683
McDonald’s Corp		28,622		2,513,584
News Corp ‘A’		460,022		7,116,540
SES SA FDR (Luxembourg)		168,909		4,101,388
Target Corp		49,520		2,428,461
The Home Depot Inc		87,140		2,864,292
Time Warner Cable Inc		86,083		5,394,822
Time Warner Inc		164,849		4,940,525
				34,871,158
Consumer Staples - 12.7%
Altria Group Inc		87,849		2,355,232
Anheuser-Busch InBev NV ADR (Belgium)		65,420		3,465,952
CVS Caremark Corp		120,137		4,034,200
Kimberly-Clark Corp		67,962		4,825,982
Lorillard Inc		27,262		3,017,903
Philip Morris International Inc		107,408		6,700,111
Unilever PLC ADR (United Kingdom)		79,805		2,489,118
				26,888,498
Energy - 12.1%
Apache Corp		21,293		1,708,550
Chevron Corp		22,202		2,054,129
El Paso Corp		311,044		5,437,049
Exxon Mobil Corp		73,328		5,325,813
Halliburton Co		74,077		2,260,830
Royal Dutch Shell PLC ADR ‘A’ (United Kingdom)		46,068		2,834,103
Suncor Energy Inc (Canada)		76,370		1,942,853
Total SA ADR (France)		54,477		2,389,906
Transocean Ltd (Switzerland)		35,929		1,715,250
				25,668,483
Financials - 19.0%
American Express Co		73,189		3,286,186
JPMorgan Chase & Co		189,102		5,695,752
Loews Corp		83,491		2,884,614
Marsh & McLennan Cos Inc		129,113		3,426,659
MetLife Inc		72,211		2,022,630
State Street Corp		75,227		2,419,300
The Bank of New York Mellon Corp		74,201		1,379,397
The Charles Schwab Corp		150,391		1,694,907
The Progressive Corp		113,552		2,016,684
The Travelers Cos Inc		58,827		2,866,640
U.S. Bancorp		256,152		6,029,818
Wells Fargo & Co		273,616		6,599,618
				40,322,205
Health Care - 8.0%
Johnson & Johnson		64,583		4,114,583
Merck & Co Inc		135,643		4,436,883
Novartis AG ADR (Switzerland)		65,857		3,672,845
Pfizer Inc		127,075		2,246,686
WellPoint Inc		38,986		2,545,006
				17,016,003
Industrials - 9.1%
General Electric Co		278,264		4,240,743
Honeywell International Inc		97,321		4,273,365
Illinois Tool Works Inc		81,875		3,406,000
Raytheon Co		74,050		3,026,424
United Technologies Corp		62,197		4,376,181
				19,322,713
Information Technology - 9.0%
Hewlett-Packard Co		83,662		1,878,212
International Business Machines Corp		31,811		5,567,879
Microsoft Corp		135,726		3,378,220
Motorola Solutions Inc		65,438		2,741,852
TE Connectivity Ltd (Switzerland)		83,395		2,346,735
Xerox Corp		472,985		3,296,706
				19,209,604
Materials - 2.7%
Air Products & Chemicals Inc		46,339		3,538,909
Crown Holdings Inc *		72,038		2,205,083
				5,743,992
Telecommunication Services - 4.0%
AT&T Inc		109,668		3,127,731
CenturyLink Inc		89,566		2,966,426
Verizon Communications Inc		68,083		2,505,454
				8,599,611
Utilities - 2.0%
Sempra Energy		81,392		4,191,688
Total Common Stocks (Cost $192,719,191)				201,833,955
SHORT-TERM INVESTMENT - 4.4%
Money Market Fund - 4.4%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		9,264,976		9,264,976
Total Short-Term Investment (Cost $9,264,976)				9,264,976
TOTAL INVESTMENTS - 99.4% (Cost $201,984,167)				211,098,931
OTHER ASSETS & LIABILITIES, NET - 0.6%				1,373,812
NET ASSETS - 100.0%			$	212,472,743

Notes to Schedule of Investments

(a) As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:

Financials	19.0	%
Consumer Discretionary	16.4	%
Consumer Staples	12.7	%
Energy	12.1	%
Industrials	9.1	%
Information Technology	9.0	%
Health Care	8.0	%
Short-Term Investment	4.4	%
Telecommunication Services	4.0	%
Materials	2.7	%
Utilities	2.0	%
	99.4	%
Other Assets & Liabilities, Net	0.6	%
	100.0	%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-42

PACIFIC LIFE FUNDS
PL LARGE-CAP VALUE FUND
Schedule of Investments (Continued)
September 30, 2011 (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 11 in Notes to Financial Statements) as of September 30, 2011:

					Level 2		Level 3
	Total Value at		Level 1		Significant		Significant
	September 30, 2011		Quoted Price		Observable Inputs		Unobservable Inputs
Assets
Common Stocks
Consumer Discretionary	$	34,871,158	$	30,769,770	$	4,101,388	$	—
Consumer Staples		26,888,498		26,888,498		—		—
Energy		25,668,483		25,668,483		—		—
Financials		40,322,205		40,322,205		—		—
Health Care		17,016,003		17,016,003		—		—
Industrials		19,322,713		19,322,713		—		—
Information Technology		19,209,604		19,209,604		—		—
Materials		5,743,992		5,743,992		—		—
Telecommunication Services		8,599,611		8,599,611		—		—
Utilities		4,191,688		4,191,688		—		—
		201,833,955		197,732,567		4,101,388		—
Short-Term Investment		9,264,976		9,264,976		—		—
Total	$	211,098,931	$	206,997,543	$	4,101,388	$	—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-43

PACIFIC LIFE FUNDS
PL MAIN STREET^® CORE FUND
Schedule of Investments
September 30, 2011 (Unaudited)

	Shares		Value
COMMON STOCKS - 97.3%
Consumer Discretionary - 10.3%
AutoZone Inc *		4,960	$	1,583,182
Ford Motor Co *		418,352		4,045,464
Hyatt Hotels Corp ‘A’ *		58,978		1,850,140
McDonald’s Corp		12,652		1,111,099
The McGraw-Hill Cos Inc		119,628		4,904,748
The TJX Cos Inc		39,820		2,208,815
				15,703,448
Consumer Staples - 11.8%
Dr Pepper Snapple Group Inc		99,890		3,873,734
General Mills Inc		56,380		2,168,939
Mead Johnson Nutrition Co		36,910		2,540,515
Philip Morris International Inc		86,410		5,390,256
Sara Lee Corp		79,780		1,304,403
The J.M. Smucker Co		35,390		2,579,577
				17,857,424
Energy - 11.7%
Chevron Corp		76,264		7,055,945
Enterprise Products Partners LP		31,906		1,281,026
Kinder Morgan Inc		45,320		1,173,335
National Oilwell Varco Inc		14,470		741,153
Noble Energy Inc		37,568		2,659,814
Occidental Petroleum Corp		66,248		4,736,732
Plains All American Pipeline LP		517		30,462
				17,678,467
Financials - 14.7%
Berkshire Hathaway Inc ‘B’ *		11,240		798,490
Blackstone Group LP		130,900		1,568,182
CIT Group Inc *		153,110		4,649,951
Citigroup Inc		127,557		3,268,010
CME Group Inc ‘A’		3,890		958,496
Discover Financial Services		42,260		969,444
JPMorgan Chase & Co		130,200		3,921,624
M&T Bank Corp		10,320		721,368
Marsh & McLennan Cos Inc		88,780		2,356,221
The Progressive Corp		170,468		3,027,512
				22,239,298
Health Care - 13.1%
Abbott Laboratories		88,620		4,532,027
Allergan Inc		17,050		1,404,579
Bristol-Myers Squibb Co		110,980		3,482,552
Celgene Corp *		57,892		3,584,673
Hospira Inc *		23,680		876,160
Human Genome Sciences Inc *		19,792		251,160
Waters Corp *		26,270		1,983,122
WellPoint Inc		57,350		3,743,808
				19,858,081
Industrials - 7.9%
CSX Corp		147,650		2,756,626
The Boeing Co		36,328		2,198,207
Tyco International Ltd (Switzerland)		94,165		3,837,224
United Parcel Service Inc ‘B’		51,256		3,236,816
				12,028,873
Information Technology - 21.8%
Apple Inc *		26,412		10,067,726
Check Point Software Technologies Ltd (Israel) *		28,614		1,509,675
Dell Inc *		52,830		747,545
eBay Inc *		185,870		5,481,306
Google Inc ‘A’ *		8,046		4,138,702
Marvell Technology Group Ltd (Bermuda) *		161,730		2,349,937
Microsoft Corp		140,332		3,492,863
Oracle Corp		27,840		800,122
QUALCOMM Inc		73,832		3,590,450
Visa Inc ‘A’		10,370		888,916
				33,067,242
Materials - 2.0%
Glencore International PLC (United Kingdom)		42,480		261,794
Praxair Inc		29,512		2,758,782
				3,020,576
Telecommunication Services - 2.2%
America Movil SAB de CV ‘L’ ADR (Mexico)		150,610		3,325,469
Utilities - 1.8%
The AES Corp *		282,788		2,760,011
Total Common Stocks (Cost $139,704,625)				147,538,889
SHORT-TERM INVESTMENT - 2.6%
Money Market Fund - 2.6%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		3,959,260		3,959,260
Total Short-Term Investment (Cost $3,959,260)				3,959,260
TOTAL INVESTMENTS - 99.9% (Cost $143,663,885)				151,498,149
OTHER ASSETS & LIABILITIES, NET - 0.1%				219,722
NET ASSETS - 100.0%			$	151,717,871

Notes to Schedule of Investments

(a) As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:

Information Technology	21.8	%
Financials	14.7	%
Health Care	13.1	%
Consumer Staples	11.8	%
Energy	11.7	%
Consumer Discretionary	10.3	%
Industrials	7.9	%
Short-Term Investment	2.6	%
Telecommunication Services	2.2	%
Materials	2.0	%
Utilities	1.8	%
	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-65

A-44

PACIFIC LIFE FUNDS
PL MAIN STREET CORE FUND
Schedule of Investments (Continued)
September 30, 2011 (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 11 in Notes to Financial Statements) as of September 30, 2011:

					Level 2		Level 3
	Total Value at		Level 1		Significant		Significant
	September 30, 2011		Quoted Price		Observable Inputs		Unobservable Inputs
Assets
Common Stocks
Consumer Discretionary	$	15,703,448	$	15,703,448	$	—	$	—
Consumer Staples		17,857,424		17,857,424		—		—
Energy		17,678,467		17,678,467		—		—
Financials		22,239,298		22,239,298		—		—
Health Care		19,858,081		19,858,081		—		—
Industrials		12,028,873		12,028,873		—		—
Information Technology		33,067,242		33,067,242		—		—
Materials		3,020,576		2,758,782		261,794		—
Telecommunication Services		3,325,469		3,325,469		—		—
Utilities		2,760,011		2,760,011		—		—
		147,538,889		147,277,095		261,794		—
Short-Term Investment		3,959,260		3,959,260		—		—
Total	$	151,498,149	$	151,236,355	$	261,794	$	—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-45

PACIFIC LIFE FUNDS
PL MID-CAP EQUITY FUND
Schedule of Investments
September 30, 2011 (Unaudited)

	Shares		Value
CONVERTIBLE PREFERRED STOCKS - 0.5%
Industrials - 0.5%
Better Place LLC ‘B’ 8.000% * ◊ ∆ +		191,233	$	605,731
Total Convertible Preferred Stocks (Cost $573,700)				605,731
COMMON STOCKS - 94.8%
Consumer Discretionary - 15.3%
ANN Inc *		53,100		1,212,804
AutoZone Inc *		3,160		1,008,640
Big Lots Inc *		51,700		1,800,711
Darden Restaurants Inc		39,990		1,709,573
DeVry Inc		42,400		1,567,104
International Game Technology		175,800		2,554,374
Lear Corp		45,400		1,947,660
Mattel Inc		77,640		2,010,100
Newell Rubbermaid Inc		84,730		1,005,745
Ross Stores Inc		44,300		3,485,967
The Interpublic Group of Cos Inc		130,200		937,440
The TJX Cos Inc		22,670		1,257,505
				20,497,623
Consumer Staples - 9.1%
Avon Products Inc		45,230		886,508
Campbell Soup Co		73,900		2,392,143
Energizer Holdings Inc *		48,500		3,222,340
Molson Coors Brewing Co ‘B’		75,340		2,984,218
Ralcorp Holdings Inc *		36,250		2,780,738
				12,265,947
Energy - 8.6%
CONSOL Energy Inc		21,200		719,316
Energen Corp		42,950		1,756,226
EQT Corp		23,540		1,256,094
Marathon Petroleum Corp		41,800		1,131,108
Noble Energy Inc		19,310		1,367,148
QEP Resources Inc		49,300		1,334,551
Rowan Cos Inc *		71,340		2,153,755
Tidewater Inc		41,800		1,757,690
				11,475,888
Financials - 14.5%
Ameriprise Financial Inc		64,000		2,519,040
City National Corp		27,690		1,045,574
Duke Realty Corp REIT		149,400		1,568,700
Fifth Third Bancorp		196,900		1,988,690
Invesco Ltd (Bermuda)		130,300		2,020,953
Kilroy Realty Corp REIT		41,800		1,308,340
LaSalle Hotel Properties REIT		88,700		1,703,040
PartnerRe Ltd (Bermuda)		24,590		1,285,319
Principal Financial Group Inc		49,230		1,116,044
Signature Bank *		22,300		1,064,379
Tanger Factory Outlet Centers Inc REIT		69,600		1,810,296
The Macerich Co REIT		46,000		1,960,980
				19,391,355
Health Care - 10.2%
DENTSPLY International Inc		43,100		1,322,739
HealthSouth Corp *		51,200		764,416
Laboratory Corp of America Holdings *		29,900		2,363,595
Medicis Pharmaceutical Corp ‘A’		52,500		1,915,200
Quest Diagnostics Inc		24,300		1,199,448
Warner Chilcott PLC ‘A’ (Ireland) *		134,200		1,919,060
Waters Corp *		27,600		2,083,524
Zimmer Holdings Inc *		38,280		2,047,980
				13,615,962
Industrials - 11.2%
Corrections Corp of America *		126,790		2,876,865
Dover Corp		58,140		2,709,324
Equifax Inc		91,200		2,803,488
Foster Wheeler AG (Switzerland) *		51,660		919,031
Rockwell Collins Inc		51,290		2,706,060
The Timken Co		29,800		978,036
Thomas & Betts Corp *		51,900		2,071,329
				15,064,133
Information Technology - 16.0%
Amdocs Ltd (United Kingdom) *		100,000		2,712,000
BMC Software Inc *		65,740		2,534,934
Ingram Micro Inc ‘A’ *		75,510		1,217,976
Intuit Inc *		45,050		2,137,172
Lexmark International Inc ‘A’ *		58,800		1,589,364
NCR Corp *		125,800		2,124,762
Quest Software Inc *		85,400		1,356,152
SanDisk Corp *		43,500		1,755,225
Symantec Corp *		138,290		2,254,127
Teradata Corp *		33,100		1,771,843
Xilinx Inc		74,300		2,038,792
				21,492,347
Materials - 5.1%
Ball Corp		49,920		1,548,518
Bemis Co Inc		35,700		1,046,367
Cliffs Natural Resources Inc		17,450		892,917
Compass Minerals International Inc		30,640		2,046,139
Eastman Chemical Co		15,510		1,062,900
Stillwater Mining Co *		24,500		208,250
				6,805,091
Utilities - 4.8%
CMS Energy Corp		187,500		3,710,625
Wisconsin Energy Corp		89,200		2,791,068
				6,501,693
Total Common Stocks (Cost $134,287,868)				127,110,039
SHORT-TERM INVESTMENT - 4.3%
Money Market Fund - 4.3%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		5,796,882		5,796,882
Total Short-Term Investment (Cost $5,796,882)				5,796,882
TOTAL INVESTMENTS - 99.6% (Cost $140,658,450)				133,512,652
OTHER ASSETS & LIABILITIES, NET - 0.4%				563,249
NET ASSETS - 100.0%			$	134,075,901

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-46

PACIFIC LIFE FUNDS
PL MID-CAP EQUITY FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

Notes to Schedule of Investments

(a) As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:

Information Technology	16.0	%
Consumer Discretionary	15.3	%
Financials	14.5	%
Industrials	11.7	%
Health Care	10.2	%
Consumer Staples	9.1	%
Energy	8.6	%
Materials	5.1	%
Utilities	4.8	%
Short-Term Investment	4.3	%
	99.6	%
Other Assets & Liabilities, Net	0.4	%
	100.0	%

(b)	An investment with a total aggregate value of $605,731 or 0.5% of the net assets was valued by a Trustee Valuation Committee or determined by a Board approved valuation committee or a delegate of the Board and then approved by the Board.
(c)	As of September 30, 2011, 0.5% of the fund’s net assets were reported illiquid by the portfolio manager under the Trust’s policy.
(d)	Restricted securities as of September 30, 2011 were as follows:

Issuer and					Value as a %
Acquisition Date	Cost		Value		of Net Assets
Better Place LLC ‘B’ 8.000% Acq. 01/25/10	$	573,700	$	605,731		0.5	%

(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 11 in Notes to Financial Statements) as of September 30, 2011:

					Level 2		Level 3
	Total Value at		Level 1		Significant		Significant
	September 30, 2011		Quoted Price		Observable Inputs		Unobservable Inputs
Assets
Convertible Preferred Stocks (1)	$	605,731	$	—	$	—	$	605,731
Common Stocks (1)		127,110,039		127,110,039		—		—
Short-Term Investment		5,796,882		5,796,882		—		—
Total	$	133,512,652	$	132,906,921	$	—	$	605,731

The following is a reconciliation of investments for significant unobservable inputs (Level 3) used in valuing the fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) for the six-month period ended September 30, 2011:

	Convertible
	Preferred
	Stocks (1)
Value, Beginning of Period	$	573,700
Purchases		—
Sales		—
Net Realized Gains (Losses)		—
Change in Net Unrealized Appreciation		32,031
Transfers In		—
Transfers Out		—
Value, End of Period	$	605,731
Change in Net Unrealized Appreciation on Level 3 Investments Held at the End of Period, if Applicable	$	32,031

(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-65

A-47

PACIFIC LIFE FUNDS
PL MID-CAP GROWTH FUND
Schedule of Investments
September 30, 2011 (Unaudited)

	Shares		Value
CONVERTIBLE PREFERRED STOCKS - 0.6%
Industrials - 0.6%
Better Place LLC ‘B’ 8.000% * ◊ ∆ +		98,662	$	312,512
Total Convertible Preferred Stocks (Cost $295,986)				312,512
COMMON STOCKS - 95.1%
Consumer Discretionary - 14.3%
Chipotle Mexican Grill Inc *		2,814		852,501
Ctrip.com International Ltd ADR (Cayman) *		24,765		796,442
Dollar Tree Inc *		12,978		974,778
Dunkin’ Brands Group Inc *		26,780		741,806
Lululemon Athletica Inc *		15,906		773,827
Morningstar Inc		14,975		845,189
Netflix Inc *		8,332		942,849
New Oriental Education & Technology Group ADR (Cayman) *		25,681		589,893
The McGraw-Hill Cos Inc		22,005		902,205
Weight Watchers International Inc		10,221		595,373
				8,014,863
Consumer Staples - 4.6%
Mead Johnson Nutrition Co		22,171		1,526,030
Natura Cosmeticos SA (Brazil)		28,342		482,353
Sun Art Retail Group Ltd (Hong Kong) *		544,000		560,069
				2,568,452
Energy - 3.5%
Range Resources Corp		19,885		1,162,477
Ultra Petroleum Corp (Canada) *		28,927		801,856
				1,964,333
Financials - 6.0%
Greenhill & Co Inc		10,423		297,994
IntercontinentalExchange Inc *		7,045		833,142
Leucadia National Corp		32,836		744,720
MSCI Inc ‘A’ *		49,224		1,492,964
				3,368,820
Health Care - 13.2%
athenahealth Inc *		10,516		626,228
Gen-Probe Inc *		16,814		962,601
IDEXX Laboratories Inc *		12,441		858,056
Illumina Inc *		28,546		1,168,102
Intuitive Surgical Inc *		4,919		1,791,893
Ironwood Pharmaceuticals Inc ‘A’ *		33,243		359,024
Techne Corp		11,479		780,687
Valeant Pharmaceuticals International Inc (Canada)		22,617		839,543
				7,386,134
Industrials - 21.5%
C.H. Robinson Worldwide Inc		11,425		782,270
Covanta Holding Corp		41,516		630,628
Edenred (France)		82,179		1,953,807
Expeditors International of Washington Inc		29,186		1,183,492
Fastenal Co		48,267		1,606,326
IHS Inc ‘A’ *		11,315		846,475
Intertek Group PLC (United Kingdom)		33,909		1,008,717
Qualicorp SA (Brazil) *		104,993		783,434
Schindler Holding AG (Switzerland)		8,875		950,263
Stericycle Inc *		11,187		903,015
Verisk Analytics Inc ‘A’ *		39,717		1,380,960
				12,029,387
Information Technology - 24.4%
Akamai Technologies Inc *		32,298		642,084
Alibaba.com Ltd (Cayman)		305,600		282,020
ARM Holdings PLC ADR (United Kingdom)		37,711		961,631
Citrix Systems Inc *		7,608		414,864
FactSet Research Systems Inc		9,985		888,365
First Solar Inc *		11,066		699,482
Gartner Inc ‘A’ *		24,979		871,018
LinkedIn Corp ‘A’ *		9,748		761,124
Motorola Solutions Inc		55,145		2,310,575
NVIDIA Corp *		13,404		167,550
Red Hat Inc *		33,803		1,428,515
Renren Inc ADR (Cayman) *		46,059		234,901
salesforce.com inc *		10,154		1,160,399
Solera Holdings Inc		26,299		1,328,100
Yandex NV ‘A’ (Netherlands)		51,314		1,047,319
Youku.com Inc ADR (Cayman) *		29,629		484,730
				13,682,677
Materials - 5.4%
Intrepid Potash Inc *		30,275		752,939
Lynas Corp Ltd (Australia) *		225,771		228,164
Martin Marietta Materials Inc		8,628		545,462
Molycorp Inc *		25,283		831,052
Rockwood Holdings Inc *		19,974		672,924
				3,030,541
Telecommunication Services - 1.2%
Millicom International Cellular SA SDR (Luxembourg)		6,971		698,132
Utilities - 1.0%
Brookfield Infrastructure Partners LP (Bermuda)		23,846		580,412
Total Common Stocks (Cost $49,385,707)				53,323,751
SHORT-TERM INVESTMENT - 4.8%
Money Market Fund - 4.8%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		2,714,736		2,714,736
Total Short-Term Investment (Cost $2,714,736)				2,714,736
TOTAL INVESTMENTS - 100.5% (Cost $52,396,429)				56,350,999
OTHER ASSETS & LIABILITIES, NET — (0.5%)				(260,402	)
NET ASSETS - 100.0%			$	56,090,597

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-48

PACIFIC LIFE FUNDS
PL MID-CAP GROWTH FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

Notes to Schedule of Investments

(a) As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:

Information Technology	24.4	%
Industrials	22.1	%
Consumer Discretionary	14.3	%
Health Care	13.2	%
Financials	6.0	%
Materials	5.4	%
Short-Term Investment	4.8	%
Consumer Staples	4.6	%
Energy	3.5	%
Telecommunication Services	1.2	%
Utilities	1.0	%
	100.5	%
Other Assets & Liabilities, Net	(0.5	%)
	100.0	%

(b)	An investment with a total aggregate value of $312,512 or 0.6% of the net assets was valued by a Trustee Valuation Committee or determined by a Board approved valuation committee or a delegate of the Board and then approved by the Board.
(c)	As of September 30, 2011, 0.6% of the fund’s net assets were reported illiquid the portfolio manager under the Trust’s policy.
(d)	Restricted securities as of September 30, 2011 were as follows:

Issuer and					Value as a %
Acquisition Date	Cost		Value		of Net Assets
Better Place LLC ‘B’ 8.000% Acq. 01/25/10	$	295,986	$	312,512		0.6	%

(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 11 in Notes to Financial Statements) as of September 30, 2011:

					Level 2		Level 3
	Total Value at		Level 1		Significant		Significant
	September 30, 2011		Quoted Price		Observable Inputs		Unobservable Inputs
Assets
Convertible Preferred Stocks (1)	$	312,512	$	—	$	—	$	312,512
Common Stocks
Consumer Discretionary		8,014,863		8,014,863		—		—
Consumer Staples		2,568,452		2,008,383		560,069		—
Energy		1,964,333		1,964,333		—		—
Financials		3,368,820		3,368,820		—		—
Health Care		7,386,134		7,386,134		—		—
Industrials		12,029,387		9,066,863		2,962,524		—
Information Technology		13,682,677		13,400,657		282,020		—
Materials		3,030,541		2,802,377		228,164		—
Telecommunication Services		698,132		—		698,132		—
Utilities		580,412		580,412		—		—
		53,323,751		48,592,842		4,730,909		—
Short-Term Investment		2,714,736		2,714,736		—		—
Total	$	56,350,999	$	51,307,578	$	4,730,909	$	312,512

The following is a reconciliation of investments for significant unobservable inputs (Level 3) used in valuing the fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) for the six-month period ended September 30, 2011:

	Convertible
	Preferred
	Stocks (1)
Value, Beginning of Period	$	295,986
Purchases		—
Sales		—
Net Realized Gains (Losses)		—
Change in Net Unrealized Appreciation		16,526
Transfers In		—
Transfers Out		—
Value, End of Period	$	312,512
Change in Net Unrealized Appreciation on Level 3 Investments Held at the End of Period, if Applicable	$	16,526

(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-65

A-49

PACIFIC LIFE FUNDS
PL SMALL-CAP GROWTH FUND
Schedule of Investments
September 30, 2011 (Unaudited)

	Shares		Value
COMMON STOCKS - 96.0%
Consumer Discretionary - 16.8%
American Public Education Inc *		6,500	$	221,000
ANN Inc *		15,650		357,446
Brunswick Corp		12,700		178,308
Dana Holding Corp *		25,300		265,650
DSW Inc ‘A’		6,300		290,934
Express Inc		12,050		244,494
Interval Leisure Group Inc *		21,565		287,246
Life Time Fitness Inc *		5,070		186,830
LKQ Corp *		14,600		352,736
Shutterfly Inc *		7,675		316,057
Six Flags Entertainment Corp		10,350		286,902
Sotheby’s		6,050		166,799
The Cheesecake Factory Inc *		12,000		295,800
The Children’s Place Retail Stores Inc*		4,730		220,087
The Warnaco Group Inc *		4,750		218,928
Tupperware Brands Corp		4,725		253,922
Ulta Salon Cosmetics & Fragrance Inc*		1,600		99,568
Vera Bradley Inc *		5,400		194,670
Vitamin Shoppe Inc *		8,550		320,112
Williams-Sonoma Inc		7,400		227,846
				4,985,335
Consumer Staples - 2.9%
The Fresh Market Inc *		5,450		207,972
The Hain Celestial Group Inc *		9,985		305,042
United Natural Foods Inc *		9,050		335,212
				848,226
Energy - 6.5%
Berry Petroleum Co ‘A’		3,750		132,675
Complete Production Services Inc *		7,500		141,375
Dril-Quip Inc *		3,965		213,753
Energy XXI Ltd (Bermuda) *		12,050		258,473
Key Energy Services Inc *		14,200		134,758
Kodiak Oil & Gas Corp (Canada) *		37,900		197,459
Northern Oil and Gas Inc *		12,700		246,253
Patriot Coal Corp *		15,370		130,030
Quicksilver Resources Inc *		20,145		152,699
Rosetta Resources Inc *		3,600		123,192
Swift Energy Co *		8,250		200,805
				1,931,472
Financials - 4.9%
First Cash Financial Services Inc *		5,200		218,140
Fortress Investment Group LLC ‘A’ *		60,300		181,503
Northwest Bancshares Inc		27,550		328,121
Signature Bank *		6,950		331,723
Stifel Financial Corp *		5,650		150,064
Texas Capital Bancshares Inc *		10,150		231,928
				1,441,479
Health Care - 16.9%
Align Technology Inc *		17,150		260,165
Alkermes PLC (Ireland) *		5,900		90,034
ArthroCare Corp *		5,050		145,289
Bruker Corp *		16,740		226,492
Catalyst Health Solutions Inc *		5,650		325,949
Centene Corp *		3,450		98,912
Cepheid Inc *		3,750		145,613
Cubist Pharmaceuticals Inc *		8,550		301,986
Dendreon Corp *		6,000		54,000
HealthSouth Corp *		14,300		213,499
HealthSpring Inc *		8,650		315,379
HMS Holdings Corp *		12,900		314,631
Incyte Corp Ltd *		10,050		140,398
Insulet Corp *		19,920		303,979
Ironwood Pharmaceuticals Inc ‘A’ *		5,350		57,780
LifePoint Hospitals Inc *		2,900		106,256
Medicis Pharmaceutical Corp ‘A’		7,680		280,166
Medidata Solutions Inc *		12,950		212,898
Onyx Pharmaceuticals Inc *		3,500		105,035
Optimer Pharmaceuticals Inc *		14,710		203,586
PAREXEL International Corp *		9,125		172,736
Salix Pharmaceuticals Ltd *		3,550		105,080
Seattle Genetics Inc *		4,400		83,864
Sirona Dental Systems Inc *		4,700		199,327
Thoratec Corp *		6,070		198,125
ViroPharma Inc *		7,500		135,525
Volcano Corp *		7,950		235,558
				5,032,262
Industrials - 17.1%
AAR Corp		15,621		260,402
Actuant Corp ‘A’		17,245		340,589
Barnes Group Inc		17,050		328,212
CLARCOR Inc		4,890		202,348
Clean Harbors Inc *		7,400		379,620
CoStar Group Inc *		4,700		244,259
Esterline Technologies Corp *		5,480		284,083
Genesee & Wyoming Inc ‘A’ *		7,170		333,548
GrafTech International Ltd *		18,650		236,855
Hub Group Inc ‘A’ *		9,400		265,738
RBC Bearings Inc *		11,365		386,296
Tetra Tech Inc *		13,650		255,801
The Geo Group Inc *		15,130		280,813
Towers Watson & Co ‘A’		3,800		227,164
United Rentals Inc *		13,800		232,392
US Airways Group Inc *		21,950		120,725
Waste Connections Inc		11,810		399,414
Woodward Inc		11,530		315,922
				5,094,181
Information Technology - 23.9%
ADTRAN Inc		3,900		103,194
Ancestry.com Inc *		9,010		211,735
Aruba Networks Inc *		7,950		166,234
BroadSoft Inc *		6,350		192,722
Cadence Design Systems Inc *		41,250		381,150
Ciena Corp *		10,950		122,640
Cognex Corp		6,600		178,926
comScore Inc *		13,500		227,745
Concur Technologies Inc *		6,150		228,903
Fabrinet (Cayman) *		8,750		163,625
Finisar Corp *		9,850		172,769
Fortinet Inc *		16,350		274,680
Jack Henry & Associates Inc		11,450		331,821
LogMeIn Inc *		9,365		311,012
Mellanox Technologies Ltd (Israel) *		10,140		316,571
Netlogic Microsystems Inc *		7,780		374,296
NICE Systems Ltd ADR (Israel) *		13,145		398,951
Novellus Systems Inc *		9,800		267,148
OpenTable Inc *		4,690		215,787
QLIK Technologies Inc *		11,500		249,090
RealPage Inc *		12,800		261,760
RF Micro Devices Inc *		49,800		315,732
SolarWinds Inc *		7,100		156,342
Solera Holdings Inc		6,815		344,157
Taleo Corp ‘A’ *		10,874		279,679
The Ultimate Software Group Inc *		6,200		289,664
VistaPrint NV (Netherlands) *		8,075		218,267
Wright Express Corp *		8,765		333,421
				7,088,021

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-50

PACIFIC LIFE FUNDS
PL SMALL-CAP GROWTH FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Shares		Value
Materials - 4.0%
AuRico Gold Inc (Canada) *		19,067	$	179,230
Globe Specialty Metals Inc		5,650		82,038
Kraton Performance Polymers Inc *		9,550		154,519
Rockwood Holdings Inc *		6,500		218,985
Silgan Holdings Inc		9,640		354,174
Solutia Inc *		15,600		200,460
				1,189,406
Telecommunication Services - 1.7%
Cogent Communications Group Inc *		10,600		142,570
SBA Communications Corp ‘A’ *		10,800		372,384
				514,954
Utilities - 1.3%
ITC Holdings Corp		4,980		385,601
Total Common Stocks (Cost $26,848,863)				28,510,937
SHORT-TERM INVESTMENT - 4.3%
Money Market Fund - 4.3%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		1,268,712		1,268,712
Total Short-Term Investment (Cost $1,268,712)				1,268,712
TOTAL INVESTMENTS - 100.3% (Cost $28,117,575)				29,779,649
OTHER ASSETS & LIABILITIES, NET - (0.3%)				(81,840	)
NET ASSETS - 100.0%			$	29,697,809

Notes to Schedule of Investments

(a) As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:

Information Technology	23.9	%
Industrials	17.1	%
Health Care	16.9	%
Consumer Discretionary	16.8	%
Energy	6.5	%
Financials	4.9	%
Short-Term Investment	4.3	%
Materials	4.0	%
Consumer Staples	2.9	%
Telecommunication Services	1.7	%
Utilities	1.3	%
	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 11 in Notes to Financial Statements) as of September 30, 2011:

					Level 2		Level 3
	Total Value at		Level 1		Significant		Significant
	September 30, 2011		Quoted Price		Observable Inputs		Unobservable Inputs
Assets
Common Stocks (1)	$	28,510,937	$	28,510,937	$	—	$	—
Short-Term Investment		1,268,712		1,268,712		—		—
Total	$	29,779,649	$	29,779,649	$	—	$	—

(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-65

A-51

PACIFIC LIFE FUNDS
PL SMALL-CAP VALUE FUND
Schedule of Investments
September 30, 2011 (Unaudited)

	Shares		Value
COMMON STOCKS - 94.8%
Consumer Discretionary - 8.4%
Aaron’s Inc		30,100	$	760,025
Bob Evans Farms Inc		10,500		299,460
Cinemark Holdings Inc		41,000		774,080
Dover Downs Gaming & Entertainment Inc		6,200		13,950
Group 1 Automotive Inc		19,500		693,225
Hillenbrand Inc		16,800		309,120
International Speedway Corp ‘A’		17,100		390,564
Meredith Corp		32,300		731,272
Sturm Ruger & Co Inc		10,900		283,182
The Buckle Inc		22,300		857,658
Wolverine World Wide Inc		23,800		791,350
				5,903,886
Consumer Staples - 7.1%
Cal-Maine Foods Inc		14,300		449,449
Casey’s General Stores Inc		20,000		873,000
Cia Cervecerias Unidas SA ADR (Chile)		5,600		289,240
Corn Products International Inc		19,100		749,484
Embotelladora Andina SA ‘B’ ADR (Chile)		10,500		257,250
Fresh Del Monte Produce Inc (Cayman)		9,000		208,800
Ruddick Corp		18,200		709,618
The Andersons Inc		12,509		421,053
Universal Corp		19,100		684,926
WD-40 Co		4,200		167,328
Weis Markets Inc		4,000		148,240
				4,958,388
Energy - 16.6%
Alliance Resource Partners LP		6,300		413,028
Berry Petroleum Co ‘A’		20,400		721,752
Bristow Group Inc		10,300		437,029
Buckeye Partners LP		9,100		568,841
Cimarex Energy Co		9,600		534,720
El Paso Pipeline Partners LP		5,200		184,444
Energen Corp		17,000		695,130
EXCO Resources Inc		48,000		514,560
HollyFrontier Corp		30,200		791,844
Knightsbridge Tankers Ltd (Bermuda)		3,900		64,545
Linn Energy LLC		25,200		898,632
Magellan Midstream Partners LP		13,100		791,240
Patterson-UTI Energy Inc		39,300		681,462
Pioneer Southwest Energy Partners LP		7,100		171,607
Ship Finance International Ltd (Bermuda)		17,800		231,400
Southern Union Co		16,800		681,576
Sunoco Logistics Partners LP		6,000		530,940
TC Pipelines LP		6,500		284,960
Tidewater Inc		17,200		723,260
TransMontaigne Partners LP		5,500		181,115
W&T Offshore Inc		37,300		513,248
World Fuel Services Corp		30,400		992,560
				11,607,893
Financials - 14.0%
Advance America Cash Advance Centers Inc		36,000		264,960
American Equity Investment Life Holding Co		21,100		184,625
American Financial Group Inc		25,000		776,750
Bank of Hawaii Corp		18,000		655,200
Cash America International Inc		16,800		859,488
CommonWealth REIT		13,750		260,838
CreXus Investment Corp REIT		12,100		107,448
Cullen/Frost Bankers Inc		15,400		706,244
Delphi Financial Group Inc ‘A’		26,600		572,432
Equity One Inc REIT		21,600		342,576
Franklin Street Properties Corp REIT		33,100		374,361
Healthcare Realty Trust Inc REIT		28,000		471,800
Infinity Property & Casualty Corp		4,800		251,904
Montpelier Re Holdings Ltd (Bermuda)		9,109		161,047
Omega Healthcare Investors Inc REIT		39,300		626,049
Prosperity Bancshares Inc		17,500		571,900
PS Business Parks Inc REIT		8,400		416,136
Raymond James Financial Inc		23,800		617,848
RLI Corp		8,200		521,356
Sovran Self Storage Inc REIT		10,100		375,417
Trustmark Corp		37,700		684,255
				9,802,634
Health Care - 7.4%
Invacare Corp		17,600		405,504
Owens & Minor Inc		26,100		743,328
PerkinElmer Inc		34,450		661,785
STERIS Corp		24,800		725,896
Teleflex Inc		14,800		795,796
The Cooper Cos Inc		12,700		1,005,205
The Ensign Group Inc		9,600		221,856
West Pharmaceutical Services Inc		16,300		604,730
				5,164,100
Industrials - 12.2%
Albany International Corp ‘A’		5,280		96,360
Alliant Techsystems Inc		13,600		741,336
Applied Industrial Technologies Inc		6,100		165,676
Barnes Group Inc		26,000		500,500
Belden Inc		23,000		593,170
Cascade Corp		2,747		91,722
Crane Co		19,600		699,524
Cubic Corp		6,800		265,676
Curtiss-Wright Corp		21,800		628,494
Elbit Systems Ltd (Israel)		3,900		154,830
Ennis Inc		14,300		186,758
Great Lakes Dredge & Dock Co		22,800		92,796
Harsco Corp		20,000		387,800
KBR Inc		24,200		571,846
Kennametal Inc		22,000		720,280
SkyWest Inc		4,500		51,795
Standex International Corp		3,467		107,928
The Brink’s Co		26,100		608,391
Triumph Group Inc		18,600		906,564
UniFirst Corp		5,400		244,566
Valmont Industries Inc		9,300		724,842
				8,540,854
Information Technology - 2.8%
AVX Corp		18,200		216,034
Diebold Inc		24,700		679,497
Himax Technologies Inc ADR (Cayman)		23,500		26,085
Jabil Circuit Inc		40,500		720,495
Micrel Inc		32,700		309,669
				1,951,780
Materials - 16.3%
A. Schulman Inc		13,400		227,666
AMCOL International Corp		7,782		186,690
Bemis Co Inc		25,200		738,612
Cabot Corp		24,900		617,022
Compass Minerals International Inc		10,700		714,546
Gold Resource Corp		32,720		544,788
HudBay Minerals Inc (Canada)		70,988		661,850
IAMGOLD Corp (Canada)		42,800		846,584
Innophos Holdings Inc		12,100		482,427
International Flavors & Fragrances Inc		12,400		697,128
Methanex Corp (Canada)		24,500		510,580
Neenah Paper Inc		9,300		131,874
NewMarket Corp		3,600		546,732
Quaker Chemical Corp		7,094		183,877

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-52

PACIFIC LIFE FUNDS
PL SMALL-CAP VALUE FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Shares		Value
Rock-Tenn Co ‘A’		12,900	$	627,972
Royal Gold Inc		14,900		954,494
Sensient Technologies Corp		22,400		729,120
Sonoco Products Co		26,470		747,248
Steel Dynamics Inc		24,400		242,048
Stepan Co		2,958		198,718
The Scotts Miracle-Gro Co ‘A’		17,700		789,420
				11,379,396
Telecommunication Services - 0.4%
Cellcom Israel Ltd (Israel)		13,700		286,193
Utilities - 9.6%
AGL Resources Inc		18,700		761,838
AmeriGas Partners LP		5,000		219,950
Atmos Energy Corp		23,900		775,555
Avista Corp		19,500		465,075
Cleco Corp		8,600		293,604
Great Plains Energy Inc		21,500		414,950
OGE Energy Corp		15,800		755,082
Portland General Electric Co		10,100		239,269
Southwest Gas Corp		10,000		361,700
Suburban Propane Partners LP		9,300		431,613
UGI Corp		27,700		727,679
Vectren Corp		18,200		492,856
Westar Energy Inc		29,300		774,106
				6,713,277
Total Common Stocks (Cost $63,364,254)				66,308,401
SHORT-TERM INVESTMENT - 7.2%
Money Market Fund - 7.2%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		5,077,151		5,077,151
Total Short-Term Investment (Cost $5,077,151)				5,077,151
TOTAL INVESTMENTS - 102.0% (Cost $68,441,405)				71,385,552
OTHER ASSETS & LIABILITIES, NET — (2.0%)				(1,410,588	)
NET ASSETS - 100.0%			$	69,974,964

Notes to Schedule of Investments

(a) As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:

Energy	16.6	%
Materials	16.3	%
Financials	14.0	%
Industrials	12.2	%
Utilities	9.6	%
Consumer Discretionary	8.4	%
Health Care	7.4	%
Short-Term Investment	7.2	%
Consumer Staples	7.1	%
Information Technology	2.8	%
Telecommunication Services	0.4	%
	102.0	%
Other Assets & Liabilities, Net	(2.0	%)
	100.0	%

(b)	Fair Value Measurements
	The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) as of September 30, 2011:

					Level 2		Level 3
	Total Value at		Level 1		Significant		Significant
	September 30, 2011		Quoted Price		Observable Inputs		Unobservable Inputs
Assets
Common Stocks (1)	$	66,308,401	$	66,308,401	$	—	$	—
Short-Term Investment		5,077,151		5,077,151		—		—
Total	$	71,385,552	$	71,385,552	$	—	$	—

(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-65

A-53

PACIFIC LIFE FUNDS
PL REAL ESTATE FUND
Schedule of Investments
September 30, 2011 (Unaudited)

	Shares		Value
COMMON STOCKS - 96.9%
Consumer Discretionary - 5.1%
Starwood Hotels & Resorts Worldwide Inc		54,237	$	2,105,480
Financials - 90.8%
Acadia Realty Trust REIT		21,423		400,610
Apartment Investment & Management Co ‘A’ REIT		35,596		787,384
Ashford Hospitality Trust Inc REIT		24,930		175,009
AvalonBay Communities Inc REIT		11,919		1,359,362
BioMed Realty Trust Inc REIT		4,565		75,642
Boston Properties Inc REIT		21,519		1,917,343
BRE Properties Inc REIT		7,760		328,558
Brookfield Office Properties Inc (Canada)		70,654		972,906
Camden Property Trust REIT		9,984		551,716
CommonWealth REIT		8,157		154,738
Coresite Realty Corp REIT		6,660		95,571
Cousins Properties Inc REIT		74,931		438,346
CreXus Investment Corp REIT		6,780		60,206
DCT Industrial Trust Inc REIT		76,950		337,811
Digital Realty Trust Inc REIT		2,720		150,035
Douglas Emmett Inc REIT		8,320		142,272
Equity Lifestyle Properties Inc REIT		14,154		887,456
Equity One Inc REIT		281		4,457
Equity Residential REIT		73,565		3,815,817
Federal Realty Investment Trust REIT		6,758		556,927
Forest City Enterprises Inc ‘A’ *		106,243		1,132,550
General Growth Properties Inc REIT		148,743		1,799,790
HCP Inc REIT		55,690		1,952,491
Health Care REIT Inc		9,210		431,028
Healthcare Realty Trust Inc REIT		66,889		1,127,080
Host Hotels & Resorts Inc REIT		227,052		2,483,949
Hudson Pacific Properties Inc REIT		18,050		209,922
Kite Realty Group Trust REIT		10,790		39,491
Lexington Realty Trust REIT		2,760		18,050
Liberty Property Trust REIT		1,804		52,514
Mack-Cali Realty Corp REIT		22,198		593,797
Omega Healthcare Investors Inc REIT		7,490		119,316
Parkway Properties Inc REIT		1,320		14,533
Plum Creek Timber Co Inc REIT		2,419		83,963
ProLogis Inc REIT		37,622		912,334
PS Business Parks Inc REIT		3,781		187,311
Public Storage REIT		14,147		1,575,268
Regency Centers Corp REIT		57,951		2,047,409
Retail Opportunity Investments Corp REIT		29,993		332,322
Senior Housing Properties Trust REIT		44,093		949,763
Simon Property Group Inc REIT		50,457		5,549,261
Sovran Self Storage Inc REIT		3,012		111,956
STAG Industrial Inc REIT		6,810		69,462
Starwood Property Trust Inc REIT		24,650		422,994
Vornado Realty Trust REIT		27,471		2,049,886
Winthrop Realty Trust REIT		15,101		131,228
				37,609,834
Health Care - 1.0%
Assisted Living Concepts Inc ‘A’		25,820		327,139
Capital Senior Living Corp *		12,370		76,323
				403,462
Total Common Stocks (Cost $32,184,233)				40,118,776
SHORT-TERM INVESTMENT - 3.7%
Money Market Fund - 3.7%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		1,535,869		1,535,869
Total Short-Term Investment (Cost $1,535,869)				1,535,869
TOTAL INVESTMENTS - 100.6% (Cost $33,720,102)				41,654,645
OTHER ASSETS & LIABILITIES, NET - (0.6%)				(258,066	)
NET ASSETS - 100.0%			$	41,396,579

Notes to Schedule of Investments
(a)	As of September 30, 2011, the fund was diversified by property sector as a percentage of net assets as follows:

Retail	25.0	%
Specialized	21.8	%
Residential	18.7	%
Office	8.1	%
Diversified	7.7	%
Real Estate Operating Companies	5.1	%
Hotels, Resort & Cruise Lines	5.1	%
Industrial	3.2	%
Mortgage	1.2	%
Health Care Facilities	1.0	%
	96.9	%
Short-Term Investment	3.7	%
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 11 in Notes to Financial Statements) as of September 30, 2011:

					Level 2		Level 3
	Total Value at		Level 1		Significant		Significant
	September 30, 2011		Quoted Price		Observable Inputs		Unobservable Inputs
Assets
Common Stocks (1)	$	40,118,776	$	40,118,776	$	—	$	—
Short-Term Investment		1,535,869		1,535,869		—		—
Total	$	41,654,645	$	41,654,645	$	—	$	—

(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-65

A-54

PACIFIC LIFE FUNDS
PL EMERGING MARKETS FUND
Schedule of Investments
September 30, 2011 (Unaudited)

	Shares		Value
RIGHTS - 0.0%
Brazil - 0.0%
Lojas Americanas SA Exp. 10/26/11 * +		19	$	—
Total Rights (Cost $0)				—
PREFERRED STOCKS - 7.7%
Brazil - 7.0%
Cia Brasileira de Distribuicao Grupo Pao de Acucar ADR		31,180		959,720
Cia de Bebidas das Americas ADR		30,800		944,020
Lojas Americanas SA		94,810		718,544
Petroleo Brasileiro SA ADR		66,400		1,375,808
Vale SA ADR		40,240		845,040
				4,843,132
Colombia - 0.7%
Banco Davivienda SA		7,593		79,864
BanColombia SA ADR		6,770		377,089
				456,953
Total Preferred Stocks (Cost $5,177,243)				5,300,085
COMMON STOCKS - 91.4%
Bermuda - 0.9%
Credicorp Ltd		3,850		354,970
Dairy Farm International Holdings Ltd		28,900		245,593
				600,563
Brazil - 6.7%
Anhanguera Educacional Participacoes SA		18,400		219,694
B2W Cia Global do Varejo		54,681		432,737
BM&FBOVESPA SA		270,816		1,248,757
Diagnosticos da America SA		33,200		277,218
Embraer SA ADR		33,080		839,240
Estacio Participacoes SA		39,400		340,513
Kroton Educacional SA *		15,900		152,467
Lojas Americanas SA		330		2,160
Multiplan Empreendimentos Imobiliarios SA		19,200		355,357
Natura Cosmeticos SA		39,800		677,357
Totvs SA		4,500		75,509
				4,621,009
Cayman - 7.7%
Ambow Education Holding Ltd ADR *		7,280		49,650
Baidu Inc ADR *		7,920		846,727
Ctrip.com International Ltd ADR *		20,680		665,069
Eurasia Drilling Co Ltd GDR (LI)		18,610		339,633
Eurasia Drilling Co Ltd GDR (OTC) ~ ∆		500		9,125
Home Inns & Hotels Management Inc ADR *		8,880		228,838
Li Ning Co Ltd		242,000		242,230
NetEase.com Inc ADR *		7,400		282,384
New Oriental Education & Technology Group ADR *		6,420		147,467
Tencent Holdings Ltd		49,400		1,013,319
Tingyi Holding Corp		334,000		818,628
Want Want China Holdings Ltd		776,000		695,664
				5,338,734
Chile - 0.8%
Banco Santander Chile SA		3,442,296		248,078
Cencosud SA		50,719		271,822
				519,900
China - 1.5%
China Shenhua Energy Co Ltd ‘H’		202,000		792,763
Shanghai Zhenhua Heavy Industries Co Ltd ‘B’		169,990		78,367
Wumart Stores Inc ‘H’		68,000		133,318
				1,004,448
Colombia - 0.5%
Almacenes Exito SA		22,125		263,207
Almacenes Exito SA GDR ~		9,200		108,909
				372,116
Denmark - 1.7%
Carlsberg AS ‘B’		20,217		1,199,190
Egypt - 0.7%
Commercial International Bank SAE		73,343		282,371
Eastern Co SAE ∆		2,562		37,580
Egyptian Financial Group-Hermes Holding *		65,408		185,249
Medinet Nasr Housing *		2,986		5,713
				510,913
France - 1.5%
Casino Guichard-Perrachon SA		4,530		352,882
CFAO SA		14,030		503,114
Vallourec SA		3,150		180,546
				1,036,542
Hong Kong - 5.0%
AIA Group Ltd		255,000		721,748
CNOOC Ltd		771,000		1,238,688
Hang Lung Group Ltd		69,000		350,431
Hang Lung Properties Ltd		178,000		520,677
Hong Kong Exchanges & Clearing Ltd		43,000		615,949
Sun Art Retail Group Ltd *		5,000		5,148
				3,452,641
India - 14.7%
Asian Paints Ltd		4,396		282,723
Cipla Ltd		46,415		264,919
Colgate-Palmolive India Ltd		22,189		442,563
Dabur India Ltd		109,604		229,198
HDFC Bank Ltd ADR		27,760		809,204
Hindustan Unilever Ltd		125,129		868,303
Housing Development Finance Corp Ltd		105,150		1,357,362
ICICI Bank Ltd ADR		18,240		633,293
Infosys Ltd		56,224		2,848,169
Marico Ltd		110,540		323,663
Network 18 Media & Investments Ltd *		1,665		2,738
Sun Pharmaceutical Industries Ltd		59,891		562,701
Tata Consultancy Services Ltd		40,108		830,358
TV18 Broadcast Ltd *		42,024		35,666
Zee Entertainment Enterprises Ltd		274,077		653,457
Zee Learn Ltd *		15,223		5,955
				10,150,272
Indonesia - 1.9%
P.T. Astra International Tbk		95,400		673,797
P.T. Bank Central Asia Tbk		81,000		69,795

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-55

PACIFIC LIFE FUNDS
PL EMERGING MARKETS FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Shares		Value
P.T. Kalbe Farma Tbk		325,000	$	117,381
P.T. Unilever Indonesia Tbk		226,500		420,196
				1,281,169
Kenya - 0.1%
East African Breweries Ltd		23,224		37,879
Luxembourg - 1.0%
Tenaris SA ADR		26,180		666,281
Malaysia - 0.2%
Genting Bhd		36,900		104,441
Mexico - 11.6%
America Movil SAB de CV ‘L’ ADR		128,800		2,843,904
Fomento Economico Mexicano SAB de CV		199,292		1,293,315
Fomento Economico Mexicano SAB de CV ADR		27,090		1,755,974
Grupo Financiero Inbursa SAB de CV ‘O’		190,925		319,253
Grupo Modelo SAB de CV ‘C’		34,425		194,559
Grupo Televisa SAB ADR		36,350		668,476
Wal-Mart de Mexico SAB de CV ‘V’		407,100		933,470
				8,008,951
Netherlands - 0.3%
Yandex NV ‘A’ *		10,200		208,182
Nigeria - 0.3%
Nigerian Breweries PLC		401,862		201,321
Philippines - 3.5%
Jollibee Foods Corp		199,460		383,548
Philippine Long Distance Telephone Co		8,790		438,817
SM Investments Corp		36,620		434,777
SM Prime Holdings Inc		4,265,056		1,185,778
				2,442,920
Russia - 4.3%
Magnit OJSC		12,482		1,072,090
Magnit OJSC GDR		11,680		236,201
NovaTek OAO GDR		10,700		1,219,501
NovaTek OAO GDR (OTC) ~ ∆		3,900		444,491
				2,972,283
South Africa - 4.7%
Anglo American Platinum Ltd		10,758		730,148
Impala Platinum Holdings Ltd		51,713		1,043,529
JSE Ltd		5,028		39,882
MTN Group Ltd		65,654		1,062,159
Standard Bank Group Ltd		30,912		354,257
				3,229,975
South Korea - 6.3%
E-Mart Co Ltd *		4,598		1,150,070
MegaStudy Co Ltd		1,807		181,417
NHN Corp *		13,996		2,638,630
Shinsegae Co Ltd		1,647		374,844
				4,344,961
Taiwan - 5.6%
Epistar Corp		305,000		531,324
HTC Corp		79,210		1,740,168
Synnex Technology International Corp		239,118		516,844
Taiwan Semiconductor Manufacturing Co Ltd		456,995		1,035,441
				3,823,777
Thailand - 0.7%
Siam Commercial Bank PCL		132,500		451,826
Turkey - 2.9%
Anadolu Efes Biracilik Ve Malt Sanayii AS		12,667		145,862
BIM Birlesik Magazalar AS		12,189		335,340
Enka Insaat ve Sanayi AS		267,924		647,148
Haci Omer Sabanci Holding AS		252,316		877,892
				2,006,242
United Arab Emirates - 0.8%
DP World Ltd *		54,944		579,514
United Kingdom - 5.5%
Anglo American PLC		24,783		858,692
Cairn Energy PLC *		129,760		557,308
Genting Singapore PLC *		178,000		206,856
Mail.ru Group Ltd GDR *		2,200		65,992
SABMiller PLC		25,190		807,219
Tullow Oil PLC		64,500		1,298,180
				3,794,247
Total Common Stocks (Cost $59,611,615)				62,960,297
EQUITY-LINKED STRUCTURED SECURITIES - 0.1%
Vietnam - 0.1%
UBS AG (for Vietnam Dairy Products) Exp. 02/10/12 * ∆		12,700		76,214
Total Equity-Linked Structured Securities (Cost $59,407)				76,214
SHORT-TERM INVESTMENT - 0.8%
Money Market Fund - 0.8%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		544,187		544,187
Total Short-Term Investment (Cost $544,187)				544,187
TOTAL INVESTMENTS - 100.0% (Cost $65,392,452)				68,880,783
OTHER ASSETS & LIABILITIES, NET - 0.0%				25,868
NET ASSETS - 100.0%			$	68,906,651

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-56

PACIFIC LIFE FUNDS PL EMERGING MARKETS FUND Schedule of Investments (Continued) September 30, 2011 (Unaudited)
Notes to Schedule of Investments
(a)	As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:

Consumer Staples	24.9	%
Information Technology	18.3	%
Financials	16.7	%
Energy	11.5	%
Consumer Discretionary	10.2	%
Telecommunication Services	6.3	%
Materials	5.5	%
Industrials	4.0	%
Health Care	1.8	%
Short-Term Investment	0.8	%
	100.0	%
Other Assets & Liabilities, Net	0.0	%
	100.0	%

(b) As of September 30, 2011, the fund was diversified by geographical region as a percentage of net assets as follows:

India	14.7	%
Brazil	13.7	%
Mexico	11.6	%
Cayman	7.7	%
South Korea	6.3	%
Taiwan	5.6	%
United Kingdom	5.5	%
Hong Kong	5.0	%
South Africa	4.7	%
Russia	4.3	%
Philippines	3.5	%
Turkey	2.9	%
Indonesia	1.9	%
Denmark	1.7	%
France	1.5	%
China	1.5	%
Colombia	1.2	%
Luxembourg	1.0	%
Others (each less than 1.0%)	5.7	%
	100.0	%
Other Assets & Liabilities, Net	0.0	%
	100.0	%

(c)	As of September 30, 2011, 0.8% of the fund’s net assets were reported illiquid by the portfolio manager under the Trust’s policy.
(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 11 in Notes to Financial Statements) as of September 30, 2011:

					Level 2		Level 3
	Total Value at		Level 1		Significant		Significant
	September 30, 2011		Quoted Price		Observable Inputs		Unobservable Inputs
Assets
Preferred Stocks (1)	$	5,300,085	$	5,300,085	$	—	$	—
Common Stocks
Bermuda		600,563		354,970		245,593		—
Brazil		4,621,009		4,621,009		—		—
Cayman		5,338,734		2,559,768		2,778,966		—
Chile		519,900		519,900		—		—
China		1,004,448		—		1,004,448		—
Colombia		372,116		263,207		108,909		—
Denmark		1,199,190		—		1,199,190		—
Egypt		510,913		—		510,913		—
France		1,036,542		—		1,036,542		—
Hong Kong		3,452,641		—		3,452,641		—
India		10,150,272		1,442,497		8,707,775		—
Indonesia		1,281,169		—		1,281,169		—
Kenya		37,879		—		37,879		—
Luxembourg		666,281		666,281		—		—
Malaysia		104,441		—		104,441		—
Mexico		8,008,951		8,008,951		—		—
Netherlands		208,182		208,182		—		—
Nigeria		201,321		201,321		—		—
Philippines		2,442,920		—		2,442,920		—
Russia		2,972,283		—		2,972,283		—
South Africa		3,229,975		—		3,229,975		—
South Korea		4,344,961		—		4,344,961		—
Taiwan		3,823,777		—		3,823,777		—
Thailand		451,826		—		451,826		—
Turkey		2,006,242		—		2,006,242		—
United Arab Emirates		579,514		—		579,514		—
United Kingdom		3,794,247		—		3,794,247		—
		62,960,297		18,846,086		44,114,211		—
Equity-Linked Structured Securities		76,214		—		76,214		—
Short-Term Investment		544,187		544,187		—		—
Total	$	68,880,783	$	24,690,358	$	44,190,425	$	—

(1) For equity investment 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-65

A-57

PACIFIC LIFE FUNDS
PL INTERNATIONAL LARGE-CAP FUND
Schedule of Investments
September 30, 2011 (Unaudited)

	Shares		Value
COMMON STOCKS - 98.8%
Australia - 2.5%
QBE Insurance Group Ltd		124,955	$	1,533,142
Westpac Banking Corp		138,570		2,663,320
				4,196,462
Austria - 0.4%
Erste Group Bank AG		25,054		638,599
Bermuda - 1.1%
Li & Fung Ltd		1,088,400		1,786,933
Brazil - 0.6%
BM&FBOVESPA SA		187,537		864,750
Tim Participacoes SA ADR		7,510		176,936
				1,041,686
Canada - 2.4%
Canadian National Railway Co		59,609		3,968,767
Czech Republic - 0.7%
Komercni Banka AS		6,758		1,254,225
France - 12.3%
Air Liquide SA		32,378		3,786,167
Danone SA		56,067		3,450,422
Dassault Systemes SA		13,053		921,664
Legrand SA		63,828		1,989,834
LVMH Moet Hennessy Louis Vuitton SA		30,069		3,987,342
Pernod-Ricard SA		35,350		2,771,725
Schneider Electric SA		68,837		3,706,074
				20,613,228
Germany - 10.1%
Bayer AG		30,642		1,683,957
Beiersdorf AG		61,014		3,267,456
Deutsche Boerse AG *		32,680		1,641,048
Linde AG		46,282		6,172,734
Merck KGaA		17,840		1,459,763
SAP AG		53,417		2,722,937
				16,947,895
Hong Kong - 2.3%
AIA Group Ltd		444,000		1,256,690
China Unicom Ltd		850,000		1,735,648
CNOOC Ltd		529,000		849,891
				3,842,229
India - 2.5%
ICICI Bank Ltd ADR		84,296		2,926,757
Infosys Ltd ADR		23,552		1,202,801
				4,129,558
Japan - 13.9%
Canon Inc		71,450		3,234,688
Denso Corp		70,700		2,266,066
FANUC Corp		15,700		2,161,556
Honda Motor Co Ltd		63,500		1,861,819
HOYA Corp		119,600		2,756,257
INPEX Corp		503		3,099,690
Lawson Inc		57,700		3,261,243
Nomura Holdings Inc		251,800		917,537
Shin-Etsu Chemical Co Ltd		76,200		3,736,140
				23,294,996
Netherlands - 8.5%
Akzo Nobel NV		63,385		2,802,109
Heineken NV		117,328		5,243,311
ING Groep NV CVA *		399,135		2,809,110
Randstad Holding NV		72,799		2,322,271
Wolters Kluwer NV		63,512		1,028,509
				14,205,310
Singapore - 0.8%
Keppel Corp Ltd		80,000		468,603
Singapore Telecommunications Ltd		380,380		918,391
				1,386,994
South Africa - 0.6%
MTN Group Ltd		61,270		991,234
South Korea - 1.7%
Samsung Electronics Co Ltd		4,173		2,923,241
Spain - 2.8%
Amadeus IT Holding SA ‘A’		117,936		1,893,194
Banco Santander SA		251,451		2,055,617
Red Electrica Corp SA		14,594		665,986
				4,614,797
Sweden - 1.1%
Hennes & Mauritz AB ‘B’		43,591		1,302,112
Svenska Cellulosa AB ‘B’		44,846		545,257
				1,847,369
Switzerland - 11.0%
Cie Financiere Richemont SA ‘A’		19,506		865,885
Givaudan SA *		615		480,453
Julius Baer Group Ltd *		96,318		3,209,756
Nestle SA		102,847		5,653,533
Roche Holding AG		22,764		3,662,311
Sonova Holding AG *		11,853		1,069,593
Swiss Re Ltd *		27,750		1,291,542
UBS AG (XVTX) *		201,000		2,288,037
				18,521,110
Taiwan - 2.8%
Hon Hai Precision Industry Co Ltd		532,800		1,189,384
HTC Corp		38,100		837,021
Taiwan Semiconductor Manufacturing Co Ltd ADR		228,276		2,609,195
				4,635,600
United Kingdom - 20.4%
Barclays PLC		283,766		692,324
BG Group PLC		66,345		1,248,788
Burberry Group PLC		24,825		436,657
Compass Group PLC		318,662		2,565,272
Diageo PLC		202,341		3,842,050
Hays PLC		635,344		690,138
HSBC Holdings PLC (LI)		649,828		4,951,403
Reckitt Benckiser Group PLC		81,127		4,049,339
Rio Tinto PLC		48,562		2,144,743
Royal Dutch Shell PLC ‘A’ (LI)		98,676		3,055,632
Smiths Group PLC		120,025		1,837,228
Standard Chartered PLC		152,859		3,057,688

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-58

PACIFIC LIFE FUNDS
PL INTERNATIONAL LARGE-CAP FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Shares		Value
Tesco PLC		532,209	$	3,113,142
WPP PLC		272,307		2,536,509
				34,220,913
United States - 0.3%
Synthes Inc ~		3,564		576,264
Total Common Stocks (Cost $165,023,825)				165,637,410
	Principal
	Amount
SHORT-TERM INVESTMENTS - 0.7%
Commercial Paper - 0.4%
HSBC USA Inc
0.060% due 10/03/11	$	750,000		749,998

	Shares
Money Market Fund - 0.3%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		508,875		508,875
Total Short-Term Investments (Cost $1,258,873)				1,258,873
TOTAL INVESTMENTS - 99.5% (Cost $166,282,698)				166,896,283
OTHER ASSETS & LIABILITIES, NET - 0.5%				808,858
NET ASSETS - 100.0%			$	167,705,141

Notes to Schedule of Investments
(a)	As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:

Consumer Staples	20.7	%
Financials	20.3	%
Information Technology	12.1	%
Materials	11.7	%
Consumer Discretionary	11.1	%
Industrial	10.2	%
Health Care	5.1	%
Energy	4.9	%
Telecommunication Services	2.3	%
Short-Term Investments	0.7	%
Utilities	0.4	%
	99.5	%
Other Assets & Liabilities, Net	0.5	%
	100.0	%

(b) As of September 30, 2011, the fund was diversified by geographical region as a percentage of net assets as follows:

United Kingdom	20.4	%
Japan	13.9	%
France	12.3	%
Switzerland	11.0	%
Germany	10.1	%
Netherlands	8.5	%
Taiwan	2.8	%
Spain	2.8	%
Australia	2.5	%
India	2.5	%
Canada	2.4	%
Hong Kong	2.3	%
South Korea	1.7	%
Sweden	1.1	%
United States	1.0	%
Bermuda	1.1	%
Others (each less than 1.0%)	3.1	%
	99.5	%
Other Assets & Liabilities, Net	0.5	%
	100.0	%

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

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-59

PACIFIC LIFE FUNDS
PL INTERNATIONAL LARGE-CAP FUND
Schedule of Investments (Continued)
September 30, 2011 (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 11 in Notes to Financial Statements) as of September 30, 2011:

					Level 2		Level 3
	Total Value at		Level 1		Significant		Significant
	September 30, 2011		Quoted Price		Observable Inputs		Unobservable Inputs
Assets
Common Stocks
Australia	$	4,196,462	$	—	$	4,196,462	$	—
Austria		638,599		—		638,599		—
Bermuda		1,786,933		—		1,786,933		—
Brazil		1,041,686		1,041,686		—		—
Canada		3,968,767		3,968,767		—		—
Czech Republic		1,254,225		—		1,254,225		—
France		20,613,228		—		20,613,228		—
Germany		16,947,895		—		16,947,895		—
Hong Kong		3,842,229		—		3,842,229		—
India		4,129,558		4,129,558		—		—
Japan		23,294,996		—		23,294,996		—
Netherlands		14,205,310		—		14,205,310		—
Singapore		1,386,994		—		1,386,994		—
South Africa		991,234		—		991,234		—
South Korea		2,923,241		—		2,923,241		—
Spain		4,614,797		—		4,614,797		—
Sweden		1,847,369		—		1,847,369		—
Switzerland		18,521,110		—		18,521,110		—
Taiwan		4,635,600		2,609,195		2,026,405		—
United Kingdom		34,220,913		—		34,220,913		—
United States		576,264		—		576,264		—
		165,637,410		11,749,206		153,888,204		—
Short-Term Investments		1,258,873		508,875		749,998		—
Total	$	166,896,283	$	12,258,081	$	154,638,202	$	—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-60

PACIFIC LIFE FUNDS
PL INTERNATIONAL VALUE FUND
Schedule of Investments
September 30, 2011 (Unaudited)

	Shares		Value
RIGHTS - 0.0%
Spain - 0.0%
Banco Bilbao Vizcaya Argentaria SA Exp. 10/17/11 *		115,923	$	17,084
Total Rights (Cost $9,469)				17,084
PREFERRED STOCKS - 1.0%
Germany - 1.0%
Volkswagen AG		6,912		914,454
Total Preferred Stocks (Cost $1,108,805)				914,454
COMMON STOCKS - 97.5%
Australia - 0.8%
QBE Insurance Group Ltd		61,977		760,430
Austria - 0.6%
Erste Group Bank AG		21,473		547,323
Belgium - 1.6%
KBC Groep NV		25,089		577,458
Solvay SA		10,287		967,706
				1,545,164
Canada - 0.5%
First Quantum Minerals Ltd		38,895		517,783
Cayman - 0.4%
China Resources Land Ltd		402,000		422,398
China - 0.8%
China Construction Bank Corp ‘H’		1,220,000		727,984
Finland - 1.1%
UPM-Kymmene OYJ		91,975		1,035,339
France - 11.0%
BNP Paribas		35,331		1,398,481
Bouygues SA		14,428		477,457
GDF Suez		55,122		1,646,673
PPR SA		6,177		796,836
Sanofi		41,781		2,743,294
Schneider Electric SA		28,600		1,539,778
Sodexo		16,604		1,094,098
Suez Environnement Co		48,478		675,668
				10,372,285
Germany - 11.4%
Allianz SE		22,488		2,116,132
BASF SE		17,324		1,051,131
Bayer AG		35,349		1,942,634
Commerzbank AG *		286,908		722,250
Daimler AG		24,638		1,091,320
Deutsche Boerse AG *		11,864		595,759
Deutsche Telekom AG		100,712		1,184,698
E.ON AG		76,765		1,674,158
Hamburger Hafen und Logistik AG		3,775		104,722
Lanxess AG		5,338		256,595
				10,739,399
Italy - 1.5%
Snam Rete Gas SPA		310,834		1,434,846
Japan - 21.4%
Amada Co Ltd		103,000		671,057
Bridgestone Corp		39,000		884,302
Canon Inc		22,500		1,018,621
East Japan Railway Co		12,000		728,635
Fujitsu Ltd		306,000		1,441,525
Japan Tobacco Inc		381		1,777,547
JX Holdings Inc		235,560		1,322,108
KDDI Corp		212		1,456,034
Marubeni Corp		136,000		760,535
Mitsubishi Electric Corp		92,000		814,790
Mitsui & Co Ltd		43,700		632,515
Nippon Telegraph & Telephone Corp		30,700		1,475,464
Nissan Motor Co Ltd		188,800		1,668,474
Sumitomo Corp		135,500		1,675,376
Sumitomo Mitsui Financial Group Inc		90,100		2,542,811
Toyota Motor Corp		37,600		1,285,335
				20,155,129
Netherlands - 5.2%
European Aeronautic Defence and Space Co NV		39,932		1,120,310
ING Groep NV CVA *		203,880		1,434,906
Koninklijke KPN NV		68,430		900,847
Unilever NV CVA		46,913		1,485,919
				4,941,982
Norway - 1.0%
DnB NOR ASA		92,476		923,209
Singapore - 1.3%
Singapore Telecommunications Ltd		492,000		1,187,887
South Africa - 0.5%
African Bank Investments Ltd		114,100		453,056
South Korea - 1.5%
Samsung Electronics Co Ltd		1,961		1,373,706
Spain - 2.5%
Banco Bilbao Vizcaya Argentaria SA		115,923		944,550
Repsol YPF SA		55,202		1,454,454
				2,399,004
Sweden - 2.5%
Nordea Bank AB		162,365		1,311,952
Telefonaktiebolaget LM Ericsson ‘B’		114,559		1,097,660
				2,409,612

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-61

PACIFIC LIFE FUNDS
PL INTERNATIONAL VALUE FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

	Shares		Value
Switzerland - 4.9%
Credit Suisse Group AG *		35,037	$	909,181
Holcim Ltd *		22,429		1,185,759
Novartis AG		44,624		2,490,445
				4,585,385
Taiwan - 0.8%
Hon Hai Precision Industry Co Ltd GDR ~		146,913		712,528
United Kingdom - 26.2%
Barclays PLC		267,924		653,674
BP PLC		294,562		1,784,228
British American Tobacco PLC		41,855		1,774,028
BT Group PLC		326,337		868,820
Cairn Energy PLC *		153,899		660,983
Centrica PLC		246,475		1,113,288
Experian PLC		63,316		708,910
GlaxoSmithKline PLC		127,943		2,622,147
Glencore International PLC		27,618		170,203
HSBC Holdings PLC		78,347		596,970
InterContinental Hotels Group PLC		53,754		865,260
International Power PLC		193,018		913,976
Lloyds Banking Group PLC *		1,060,238		580,154
Man Group PLC		178,968		466,995
Petropavlovsk PLC		27,571		256,473
Prudential PLC		168,186		1,432,973
Royal Dutch Shell PLC ‘A’		150,836		4,670,835
Standard Chartered PLC		35,774		715,599
Tullow Oil PLC		27,353		550,529
Vodafone Group PLC		1,305,091		3,350,579
				24,756,624
Total Common Stocks (Cost $106,886,847)				92,001,073
SHORT-TERM INVESTMENT - 4.4%
Money Market Fund - 4.4%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		4,134,381		4,134,381
Total Short-Term Investment (Cost $4,134,381)				4,134,381
TOTAL INVESTMENTS - 102.9% (Cost $112,139,502)				97,066,992
OTHER ASSETS & LIABILITIES, NET - (2.9%)				(2,702,127	)
NET ASSETS - 100.0%			$	94,364,865

Notes to Schedule of Investments
(a)	As of September 30, 2011, the fund was diversified as a percentage of net assets as follows:

Financials	22.1	%
Energy	11.1	%
Telecommunication Services	11.0	%
Health Care	10.4	%
Industrials	9.8	%
Consumer Discretionary	9.1	%
Utilities	7.9	%
Information Technology	6.0	%
Materials	5.8	%
Consumer Staples	5.3	%
Short-Term Investment	4.4	%
	102.9	%
Other Assets & Liabilities, Net	(2.9	%)
	100.0	%

(b) As of September 30, 2011, the fund was diversified by geographical region as a percentage of net assets as follows:

United Kingdom	26.2	%
Japan	21.4	%
Germany	12.4	%
France	11.0	%
Netherlands	5.2	%
Switzerland	4.9	%
United States	4.4	%
Sweden	2.5	%
Spain	2.5	%
Belgium	1.6	%
Italy	1.5	%
South Korea	1.5	%
Singapore	1.3	%
Finland	1.1	%
Norway	1.0	%
Others (each less than 1.0%)	4.4	%
	102.9	%
Other Assets & Liabilities, Net	(2.9	%)
	100.0	%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-62

PACIFIC LIFE FUNDS
PL INTERNATIONAL VALUE FUND
Schedule of Investments (Continued)
September 30, 2011 (Unaudited)

(c) Forward foreign currency contracts as of September 30, 2011 were as follows:

Contracts		Principal Amount					Unrealized
to Buy or		Covered by					Appreciation
to Sell	Currency	Contracts		Expiration		Counterparty	(Depreciation)
Buy	AUD		7,182,951		11/11	HSB	$	(930,778	)
Buy	AUD		673,583		11/11	SSB		(4,416	)
Buy	AUD		189,391		11/11	WPC		(13,137	)
Sell	AUD		781,180		11/11	SSB		50,918
Buy	CAD		129,072		11/11	CSF		(2,626	)
Buy	CAD		183,872		11/11	RBC		(10,501	)
Sell	CAD		745,356		11/11	HSB		74,250
Buy	CHF		3,402,796		11/11	HSB		(494,820	)
Buy	CHF		847,545		11/11	WPC		703
Sell	CHF		201,903		11/11	CIT		51,668
Sell	CHF		524,686		11/11	HSB		3,477
Sell	CHF		445,301		11/11	WPC		75,300
Buy	EUR		393,447		11/11	CIT		(35,898	)
Buy	EUR		238,555		11/11	CSF		(24,335	)
Buy	EUR		90,362		11/11	HSB		(2,213	)
Buy	EUR		780,000		11/11	MER		(79,431	)
Buy	EUR		267,507		11/11	RBC		(10,592	)
Buy	EUR		186,138		11/11	SGG		(14,666	)
Buy	EUR		2,984,585		11/11	SSB		(60,325	)
Buy	EUR		217,606		11/11	UBS		(13,020	)
Buy	EUR		1,057,730		11/11	WPC		(70,931	)
Sell	EUR		472,188		11/11	CIT		50,215
Sell	EUR		1,977,000		11/11	HSB		19,303
Sell	EUR		350,000		11/11	MER		35,166
Sell	EUR		6,186,428		11/11	MSC		513,697
Sell	EUR		2,405,000		11/11	RBC		72,647
Sell	EUR		383,789		11/11	SSB		9,135
Buy	GBP		95,181		11/11	BRC		(1,994	)
Buy	GBP		169,479		11/11	CIT		(10,368	)
Buy	GBP		320,000		11/11	MER		(28,628	)
Buy	GBP		133,031		11/11	RBC		(4,053	)
Buy	GBP		1,609,067		11/11	SSB		11,608
Buy	GBP		101,532		11/11	SSB		(5,994	)
Buy	GBP		253,003		11/11	WPC		(667	)
Sell	GBP		2,603,866		11/11	HSB		2,499
Sell	GBP		2,180,703		11/11	MSC		147,123
Sell	GBP		205,752		11/11	UBS		15,899
Sell	GBP		667,555		11/11	WPC		48,007
Buy	HKD		16,103,790		11/11	MSC		1,398
Buy	HKD		3,394,666		11/11	RBC		252
Sell	HKD		5,019,653		11/11	WPC		(497	)
Buy	JPY		55,440,971		11/11	RBC		(4,163	)
Buy	JPY		19,000,000		11/11	TDB		(1,260	)
Buy	JPY		25,828,737		11/11	UBS		(1,612	)
Buy	JPY		221,971,780		11/11	WPC		(29,250	)
Sell	JPY		179,373,901		11/11	HSB		19,440
Sell	JPY		40,000,000		11/11	MER		2,718
Sell	JPY		38,716,509		11/11	MSC		3,301
Sell	JPY		2,593,432		11/11	MSC		(199	)
Sell	JPY		14,167,650		11/11	RBC		2,052
Sell	JPY		41,033,417		11/11	WPC		2,712
Buy	NOK		1,497,391		11/11	WPC		(1,994	)
Sell	NOK		1,000,551		11/11	MSC		13,038
Buy	SEK		4,395,731		11/11	MSC		(47,380	)
Buy	SEK		2,085,593		11/11	WPC		939
Sell	SEK		1,857,021		11/11	MER		19,198
Buy	SGD		894,756		11/11	MSC		(58,386	)
Buy	SGD		262,489		11/11	WPC		(952	)
Sell	SGD		321,295		11/11	CIT		19,325
Total Forward Foreign Currency Contracts							$	(699,098	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-65

A-63

PACIFIC LIFE FUNDS
PL INTERNATIONAL VALUE FUND
Schedule of Investments (Continued)
September 30, 2011 (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 11 in Notes to Financial Statements) as of September 30, 2011:

						Level 2			Level 3
	Total Value at			Level 1		Significant			Significant
	September 30, 2011			Quoted Price		Observable Inputs			Unobservable Inputs
Assets
Rights (1)	$	17,084		$	17,084	$	—		$	—
Preferred Stocks (1)		914,454			—		914,454			—
Common Stocks
Australia		760,430			—		760,430			—
Austria		547,323			—		547,323			—
Belgium		1,545,164			—		1,545,164			—
Canada		517,783			517,783		—			—
Cayman		422,398			—		422,398			—
China		727,984			—		727,984			—
Finland		1,035,339			—		1,035,339			—
France		10,372,285			—		10,372,285			—
Germany		10,739,399			—		10,739,399			—
Italy		1,434,846			—		1,434,846			—
Japan		20,155,129			—		20,155,129			—
Netherlands		4,941,982			—		4,941,982			—
Norway		923,209			—		923,209			—
Singapore		1,187,887			—		1,187,887			—
South Africa		453,056			—		453,056			—
South Korea		1,373,706			—		1,373,706			—
Spain		2,399,004			—		2,399,004			—
Sweden		2,409,612			—		2,409,612			—
Switzerland		4,585,385			—		4,585,385			—
Taiwan		712,528			712,528		—			—
United Kingdom		24,756,624			—		24,756,624			—
		92,001,073			1,230,311		90,770,762			—
Short-Term Investment		4,134,381			4,134,381		—			—
Derivatives:
Foreign Currency Contracts
Forward Foreign Currency Contracts		1,265,988			—		1,265,988			—
Total Assets		98,332,980			5,381,776		92,951,204			—
Liabilities
Derivatives:
Foreign Currency Contracts
Forward Foreign Currency Contracts		(1,965,086	)		—		(1,965,086	)		—
Total Liabilities		(1,965,086	)		—		(1,965,086	)		—
Total	$	96,367,894		$	5,381,776	$	90,986,118		$	—

(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-65

A-64

PACIFIC LIFE FUNDS
Schedule of Investments (Continued)
Explanation of Symbols and Terms
September 30, 2011 (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, 2011. For Senior Loan Notes, the rate shown may represent a weighted average interest rate.
Ω	Investments were in default as of September 30, 2011.
±	The security is a perpetual bond and has no definite maturity date.
∞	Unsettled position. Contract rates do not take effect until settlement date.
~	Securities are not registered under the Securities Act of 1933 (1933 Act). These securities are either (1) exempt from registration pursuant to Rule 144A of the 1933 Act and may only be sold to “qualified institutional buyers”, or (2) the securities comply with Regulation S rules governing offers and sales made outside the United States without registration under the 1933 Act and contain certain restrictions as to public resale.
◊	Restricted Securities. These securities are not registered and may not be sold to the public. There are legal and/or contractual restrictions on resale. The Trust does not have the right to demand that such securities be registered. The values of these securities are determined by valuations provided by pricing services, brokers, dealers, market makers, or in good faith under the procedures established by the Trust’s Board of Trustees (the “Board”).
‡	Investments were fully or partially segregated with the broker(s)/custodian as collateral for securities sold short, futures contracts, written option contracts, swap contracts and/or reverse repurchase agreements, if any, as of September 30, 2011.
+	The values of these investments were determined by a Trustee Valuation Committee or determined by a Board approved valuation committee, or a delegate of the Board and then approved by 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 2B in Notes to Financial Statements).
∆	Illiquid Investments. Investments were reported as illiquid by the portfolio manager pursuant to the Trust’s policy and procedures (See Note 2H in Notes to Financial Statements).
Counterparty Abbreviations:
BOA	Bank of America
BRC	Barclays
CIT	Citigroup
CSF	Credit Suisse
DUB	Deutsche Bank
GSC	Goldman Sachs
HSB	HSBC
JPM	JPMorgan Chase
MER	Merrill Lynch
MSC	Morgan Stanley
RBC	Royal Bank of Canada
RBS	Royal Bank of Scotland
SGG	Societe Generale Group
SSB	State Street Bank
TDB	Toronto Dominion Bank
UBS	UBS
WPC	Westpac Group
Currency Abbreviations:
AUD	Australian Dollar
BRL	Brazilian Real
CAD	Canadian Dollar
CHF	Swiss Franc
CNY	Chinese Renminbi
DKK	Danish Krone
EUR	Euro
GBP	British Pound
HKD	Hong Kong Dollar
IDR	Indonesian Rupiah
INR	Indian Rupee
JPY	Japanese Yen
KRW	Korean Won
MXN	Mexican Peso
MYR	Malaysian Ringgit
NOK	Norwegian Krone
PHP	Philippine Peso
SEK	Swedish Krona
SGD	Singapore Dollar
TRY	Turkish Lira
TWD	Taiwan Dollar
USD	United States Dollar
ZAR	South African Rand
Other Abbreviations:
ADR	American Depositary Receipt
CDO	Collateralized Debt Obligation
CLO	Collateralized Loan Obligation
CPI	Consumer Price Index
CVA	Certificaten Van Aandelen (Dutch Certificate)
FDR	Fiduciary Depositary Receipt
GDR	Global Depositary Receipt
LI	London Stock Exchange
LIBOR	London Interbank Offered Rate
‘NY’	New York Shares
OTC	Over the Counter
REIT	Real Estate Investment Trust
SDR	Swedish Depository Receipt
XVTX	Virt-X Pan European Stock Exchange

See Notes to Financial Statements

A-65

PACIFIC LIFE FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
SEPTEMBER 30, 2011 (Unaudited)

	PL Floating			PL Floating			PL Inflation		PL Managed			PL Short Duration
	Rate Income			Rate Loan			Managed		Bond			Bond			PL Comstock
	Fund			Fund			Fund		Fund			Fund			Fund
ASSETS
Investments, at cost	$	37,809,541		$	93,543,077		$	335,203,776	$	468,215,760		$	125,788,551		$	183,349,998
Investments, at value	$	36,201,893		$	90,941,403		$	327,638,272	$	463,410,356		$	125,456,338		$	180,113,498
Repurchase agreements, at value		—			—			10,900,000		100,000			—			—
Cash (1)		66,765			45,155			14,700		—			—			—
Foreign currency held, at value (2)		—			—			214,513		342,927			—			—
Receivables:
Dividends and interest		156,439			255,017			1,620,134		2,571,960			788,013			296,874
Fund shares sold		—			106,508			—		69,130			—			155,347
Securities sold		763,585			15,526			8,134,192		11,779,064			558,574			289,769
Variation margin		—			—			29,218		—			539			—
Due from adviser		13,107			9,969			24,331		40,867			14,120			15,291
Forward foreign currency contracts appreciation		—			—			1,059,146		2,428,603			13,305			—
Prepaid expenses and other assets		21,308			718			1,809		3,041			3,503			1,325
Swap contracts, at value		—			—			639,426		3,639,145			—			—
Total Assets		37,223,097			91,374,296			350,275,741		484,385,093			126,834,392			180,872,104
LIABILITIES
Payables:
Securities purchased		3,686,014			630,250			93,751,645		74,863,668			137,565			13,960,954
Reverse repurchase agreement		—			—			17,201,148		7,565,625			—			—
Securities covering shorts		—			—			3,858,080		—			—			—
Variation margin		—			—			—		81,425			—			—
Due to brokers (3)		—			—			1,867,700		3,035,000			—			—
Accrued advisory fees		17,926			49,461			84,663		136,012			43,758			100,529
Accrued administration fees		4,137			11,414			31,749		51,005			16,409			20,516
Accrued support service expenses		—			3,749			10,028		16,684			—			7,428
Accrued custodian fees and expenses		8,424			8,962			16,178		48,858			9,797			10,859
Accrued transfer agency out-of-pocket expenses		—			4,808			12,621		20,952			6,563			9,341
Accrued legal, audit and tax service fees		840			6,823			23,718		39,420			12,295			17,533
Accrued trustees’ fees and expenses and deferred compensation		28			464			3,450		9,935			1,738			3,987
Accrued interest		—			—			3,627		310			—			—
Accrued other		10,845			8,307			18,856		41,168			10,619			10,367
Forward foreign currency contracts depreciation		—			—			1,134,119		3,466,021			—			—
Unfunded loan commitment depreciation		4,375			—			—		—			—			—
Outstanding options written, at value (premiums received $469,256 and $1,204,842)		—			—			577,443		567,863			—			—
Swap contracts, at value		—			—			261,206		2,941,433			—			—
Total Liabilities		3,732,589			724,238			118,856,231		92,885,379			238,744			14,141,514
NET ASSETS	$	33,490,508		$	90,650,058		$	231,419,510	$	391,499,714		$	126,595,648		$	166,730,590
NET ASSETS CONSIST OF:
Paid-in capital	$	35,322,069		$	90,805,321		$	210,769,958	$	388,364,503		$	125,694,937		$	200,369,983
Undistributed net investment income		488			2,796,238			7,459,959		7,439,398			982,870			1,629,539
Undistributed/accumulated net realized gain (loss)		(220,026	)		(349,827	)		9,679,309		(1,842,878	)		246,542			(32,032,432	)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		(1,612,023	)		(2,601,674	)		3,510,284		(2,461,309	)		(328,701	)		(3,236,500	)
NET ASSETS	$	33,490,508		$	90,650,058		$	231,419,510	$	391,499,714		$	126,595,648		$	166,730,590
Class I Shares:
Shares of beneficial interest outstanding		3,528,018
Net Asset Value per share	$	9.49
Class P Shares:
Shares of beneficial interest outstanding					9,176,507			20,629,298		36,508,502			12,586,881			16,650,250
Net Asset Value per share				$	9.88		$	11.22	$	10.72		$	10.06		$	10.01

(1)	Includes margin deposits of $14,700 segregated for futures contracts in the PL Inflation Managed Fund.
(2)	The cost of foreign currency for the PL Inflation Managed and PL Managed Bond Funds was $217,557 and $349,352, 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 counterparty. The Funds invest such cash collateral in investments securities. (See Note 12 in Notes to Financial Statements).

See Notes to Financial Statements

B-1

PACIFIC LIFE FUNDS
STATEMENTS OF ASSETS AND LIABILITIES (Continued)
SEPTEMBER 30, 2011 (Unaudited)

				PL Large-Cap			PL Large-Cap			PL Main Street			PL Mid-Cap			PL Mid-Cap
	PL Growth LT			Growth			Value			Core			Equity			Growth
	Fund			Fund			Fund			Fund			Fund			Fund
ASSETS
Investments, at cost	$	80,507,628		$	84,962,142		$	201,984,167		$	143,663,885		$	140,658,450		$	52,396,429
Investments, at value	$	82,737,947		$	93,690,950		$	211,098,931		$	151,498,149		$	133,512,652		$	56,350,999
Foreign currency held, at value (1)		—			—			—			—			—			856
Receivables:
Dividends and interest		74,979			33,717			548,858			153,453			60,315			33,338
Fund shares sold		—			101,981			104,689			74,162			174,049			—
Securities sold		1,327,225			3,950,270			902,574			101,894			4,064,183			198,466
Foreign tax reclaim		10,741			—			12,405			—			—			6,105
Due from adviser		18,907			9,461			18,701			14,518			12,598			974
Forward foreign currency contracts appreciation		128,825			—			—			—			—			—
Prepaid expenses and other assets		926			817			1,864			1,267			1,119			547
Total Assets		84,299,550			97,787,196			212,688,022			151,843,443			137,824,916			56,591,285
LIABILITIES
Payables:
Securities purchased		631,156			2,458,395			—			—			3,616,511			422,270
Due to custodian in foreign currency (1)		128			—			—			—			—			—
Accrued advisory fees		44,147			59,928			115,804			58,404			69,913			33,581
Accrued administration fees		12,040			12,399			26,724			19,468			16,134			7,196
Accrued support service expenses		2,671			4,087			10,143			3,647			5,988			687
Accrued custodian fees and expenses		19,123			7,888			7,020			7,573			8,669			19,794
Accrued transfer agency out-of-pocket expenses		6,299			5,553			12,621			8,571			7,573			3,282
Accrued legal, audit and tax service fees		12,065			10,467			23,800			16,348			14,284			6,267
Accrued trustees’ fees and expenses and deferred compensation		3,711			6,631			5,485			2,069			1,508			3,480
Accrued other		8,639			6,200			13,682			9,492			8,435			4,131
Forward foreign currency contracts depreciation		323			—			—			—			—			—
Total Liabilities		740,302			2,571,548			215,279			125,572			3,749,015			500,688
NET ASSETS	$	83,559,248		$	95,215,648		$	212,472,743		$	151,717,871		$	134,075,901		$	56,090,597
NET ASSETS CONSIST OF:
Paid-in capital	$	99,781,738		$	85,687,506		$	219,160,338		$	173,554,850		$	152,203,501		$	44,954,817
Undistributed/accumulated net investment income (loss)		722,925			(143,230	)		2,932,953			1,119,622			452,174			(72,549	)
Undistributed/accumulated net realized gain (loss)		(19,306,723	)		942,564			(18,737,290	)		(30,790,818	)		(11,433,976	)		7,253,840
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		2,361,308			8,728,808			9,116,742			7,834,217			(7,145,798	)		3,954,489
NET ASSETS	$	83,559,248		$	95,215,648		$	212,472,743		$	151,717,871		$	134,075,901		$	56,090,597
Class P Shares:
Shares of beneficial interest outstanding		7,940,211			11,776,271			21,321,917			17,125,695			16,087,973			6,630,256
Net Assets Value per share	$	10.52		$	8.09		$	9.96		$	8.86		$	8.33		$	8.46

(1) The cost of foreign currency for the PL Growth LT and PL Mid-Cap Growth Funds was ($131) and $893, respectively.

See Notes to Financial Statements

B-2

PACIFIC LIFE FUNDS
STATEMENTS OF ASSETS AND LIABILITIES (Continued)
SEPTEMBER 30, 2011 (Unaudited)

	PL Small-Cap			PL Small-Cap						PL Emerging			PL International			PL International
	Growth			Value			PL Real Estate			Markets			Large-Cap			Value
	Fund			Fund			Fund			Fund			Fund			Fund
ASSETS
Investments, at cost	$	28,117,575		$	68,441,405		$	33,720,102		$	65,392,452		$	166,282,698		$	112,139,502
Investments, at value	$	29,779,649		$	71,385,552		$	41,654,645		$	68,880,783		$	166,896,283		$	97,066,992
Cash		—			—			—			—			—			160,000
Foreign currency held, at value (1)		—			—			—			277,531			249,385			307,060
Receivables:
Dividends and interest		2,982			68,041			95,945			89,939			376,719			353,339
Fund shares sold		41,620			—			—			97,143			347,243			210,695
Securities sold		88,888			234,981			—			51,202			4,351,360			929,008
Foreign tax reclaim		—			—			—			1,610			220,810			91,789
Due from adviser		6,897			6,281			4,293			43,219			30,753			27,200
Forward foreign currency contracts appreciation		—			—			—			—			—			1,265,988
Prepaid expenses and other assets		261			642			374			1,154			1,040			729
Total Assets		29,920,297			71,695,497			41,755,257			69,442,581			172,473,593			100,412,800
LIABILITIES
Payables:
Securities purchased		179,608			1,635,247			303,980			362,025			4,562,878			3,953,574
Accrued advisory fees		14,433			45,099			31,254			44,531			103,872			45,955
Accrued administration fees		3,608			9,020			5,209			8,350			18,330			10,605
Accrued support service expenses		1,410			3,175			169			—			6,190			4,176
Accrued custodian fees and expenses		13,507			10,511			7,147			60,046			41,404			40,907
Accrued transfer agency out-of-pocket expenses		1,767			4,027			2,524			3,546			7,825			5,301
Accrued legal, audit and tax service fees		3,330			7,855			4,758			6,431			14,608			9,932
Accrued trustees’ fees and expenses and deferred compensation		2,100			227			647			1,017			3,176			4,226
Accrued foreign capital gains tax		—			—			—			36,060			—			—
Accrued other		2,725			5,372			2,990			13,924			10,169			8,173
Forward foreign currency contracts depreciation		—			—			—			—			—			1,965,086
Total Liabilities		222,488			1,720,533			358,678			535,930			4,768,452			6,047,935
NET ASSETS	$	29,697,809		$	69,974,964		$	41,396,579		$	68,906,651		$	167,705,141		$	94,364,865
NET ASSETS CONSIST OF:
Paid-in capital	$	35,989,445		$	72,464,938		$	44,068,227		$	65,327,788		$	181,294,704		$	155,290,138
Undistributed/accumulated net investment income (loss)		(74,265	)		805,778			184,404			143,676			2,871,499			2,088,310
Accumulated net realized loss		(7,879,445	)		(6,239,571	)		(10,790,595	)		(9,288	)		(17,067,397	)		(47,266,577	)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		1,662,074			2,943,819			7,934,543			3,444,475			606,335			(15,747,006	)
NET ASSETS	$	29,697,809		$	69,974,964		$	41,396,579		$	68,906,651		$	167,705,141		$	94,364,865
Class P Shares:
Shares of beneficial interest outstanding		3,233,660			7,920,404			4,189,255			5,905,054			13,244,752			12,415,506
Net Asset Value per share	$	9.18		$	8.83		$	9.88		$	11.67		$	12.66		$	7.60

(1) The cost of foreign currency for the PL Emerging Markets, PL International Large-Cap and PL International Value Funds was $283,122, $250,095 and $311,972, respectively.

See Notes to Financial Statements

B-3

PACIFIC LIFE FUNDS
STATEMENTS OF OPERATIONS
FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2011 (Unaudited)

	PL Floating			PL Floating			PL Inflation			PL Managed			PL Short Duration
	Rate Income			Rate Loan			Managed			Bond			Bond			PL Comstock
	Fund (1)			Fund			Fund			Fund			Fund			Fund
INVESTMENT INCOME
Dividends, net of foreign taxes withheld	$	—		$	—		$	3,750		$	132,935		$	—		$	1,898,780
Dividends from mutual fund investments		1			—			—			1			—			3
Interest, net of foreign taxes withheld		386,927			2,256,406			6,584,911			5,906,092			1,073,621			—
Other		—			15,414			—			—			—			—
Total Investment Income		386,928			2,271,820			6,588,661			6,039,028			1,073,621			1,898,783
EXPENSES
Advisory fees		52,310			343,567			501,318			817,208			260,554			644,438
Administration fees		12,071			68,713			187,994			306,453			97,708			128,888
Support services expenses		750			10,851			22,375			36,985			12,785			16,431
Custodian fees and expenses		8,424			10,550			20,913			52,637			12,780			13,174
Shareholder report expenses		6,397			2,635			7,088			11,819			3,684			5,269
Transfer agency out-of-pocket expenses		—			9,817			26,516			44,021			13,797			19,621
Registration fees		1,135			1,259			3,395			5,638			1,773			2,511
Legal, audit and tax service fees		915			9,151			24,771			41,109			12,939			18,336
Trustees’ fees and expenses		167			2,103			5,678			9,427			2,956			4,201
Offering expenses		16,475			—			—			—			—			—
Interest expense		—			—			10,430			1,426			—			—
Other		4,391			15,826			31,236			63,783			16,133			9,088
Total Expenses		103,035			474,472			841,714			1,390,506			435,109			861,957
Advisory Fee Waiver (2)		—			(45,809	)		—			—			—			(12,889	)
Adviser Reimbursement (3)		(38,654	)		(62,191	)		(141,971	)		(265,419	)		(76,847	)		(88,631	)
Net Expenses		64,381			366,472			699,743			1,125,087			358,262			760,437
NET INVESTMENT INCOME		322,547			1,905,348			5,888,918			4,913,941			715,359			1,138,346
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
Investment security transactions		(176,207	)		172,038			10,068,050			1,602,934			294,126			3,197,067
Closed short positions		—			—			54,954			(7,749	)		(2,812	)		—
Futures contracts and swap transactions		(43,819	)		—			221,485			(1,096,632	)		15,801			—
Written option transactions		—			—			166,694			(1,742,400	)		—			—
Foreign currency transactions		—			—			1,537,618			2,042,994			(1,072	)		—
Net Realized Gain (Loss)		(220,026	)		172,038			12,048,801			799,147			306,043			3,197,067
Change In Net Unrealized Appreciation (Depreciation) On:
Investment securities		(1,607,648	)		(4,398,339	)		(2,267,794	)		(7,881,987	)		(809,748	)		(36,670,371	)
Unfunded loan commitments		(4,375	)		—			—			—			—			—
Short positions		—			—			—			(12,474	)		—			—
Futures contracts and swaps		—			—			97,828			1,546,035			18,588			—
Written options		—			—			(5,261	)		917,241			—			—
Foreign currencies		—			—			429,582			(1,501,719	)		11,690			—
Change in Net Unrealized Depreciation		(1,612,023	)		(4,398,339	)		(1,745,645	)		(6,932,904	)		(779,470	)		(36,670,371	)
NET GAIN (LOSS)		(1,832,049	)		(4,226,301	)		10,303,156			(6,133,757	)		(473,427	)		(33,473,304	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(1,509,502	)	$	(2,320,953	)	$	16,192,074		$	(1,219,816	)	$	241,932		$	(32,334,958	)
Foreign taxes withheld on dividends and interest	$	—		$	—		$	—		$	17,766		$	—		$	32,507

(1)	Operations commenced on June 30, 2011.
(2)	See Note 3 in Notes to Financial Statements.
(3)	See Note 5 in Notes to Financial Statements.

See Notes to Financial Statements

B-4

PACIFIC LIFE FUNDS
STATEMENTS OF OPERATIONS (Continued)
FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2011 (Unaudited)

				PL Large-Cap			PL Large-Cap			PL Main Street			PL Mid-Cap			PL Mid-Cap
	PL Growth LT			Growth			Value			Core			Equity			Growth
	Fund			Fund			Fund			Fund			Fund			Fund
INVESTMENT INCOME
Dividends, net of foreign taxes withheld	$	725,804		$	314,223		$	2,980,941		$	1,210,236		$	876,427		$	183,996
Dividends from mutual fund investments		—			—			2			2			—			1
Interest, net of foreign taxes withheld		151			—			—			—			—			58
Total Investment Income		725,955			314,223			2,980,943			1,210,238			876,427			184,055
EXPENSES
Advisory fees		316,119			386,632			752,162			366,491			446,185			219,091
Administration fees		86,214			77,326			173,576			122,164			102,966			46,948
Support services expenses		11,996			9,740			22,230			15,316			13,281			6,355
Custodian fees and expenses		24,639			9,229			9,197			10,173			10,838			15,141
Shareholder report expenses		3,614			3,124			7,088			4,918			4,244			1,865
Transfer agency out-of-pocket expenses		13,522			11,670			26,521			18,296			15,913			6,901
Registration fees		1,732			1,496			3,400			2,344			2,040			889
Legal, audit and tax service fees		12,631			10,891			24,752			17,087			14,850			6,416
Trustees’ fees and expenses		2,895			2,499			5,681			3,918			3,409			1,480
Other		11,615			5,570			10,894			7,859			7,795			5,082
Total Expenses		484,977			518,177			1,035,501			568,566			621,521			310,168
Advisory Fee Waiver (1)		—			(12,888	)		—			—			—			—
Adviser Reimbursement (2)		(82,644	)		(54,218	)		(109,763	)		(79,911	)		(72,370	)		(44,129	)
Net Expenses		402,333			451,071			925,738			488,655			549,151			266,039
NET INVESTMENT INCOME (LOSS)		323,622			(136,848	)		2,055,205			721,583			327,276			(81,984	)
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
Investment security transactions		668,159			1,153,163			(74,422	)		(242,711	)		3,862,427			4,788,218
Foreign currency transactions		(41,647	)		—			3,960			(1,398	)		—			(17,419	)
Net Realized Gain (Loss)		626,512			1,153,163			(70,462	)		(244,109	)		3,862,427			4,770,799
Change In Net Unrealized Appreciation (Depreciation) On:
Investment securities		(18,655,967	)		(14,388,499	)		(35,919,351	)		(22,094,075	)		(34,449,262	)		(16,095,815	)
Foreign currencies		169,521			—			164			(47	)		—			(280	)
Change in Net Unrealized Depreciation		(18,486,446	)		(14,388,499	)		(35,919,187	)		(22,094,122	)		(34,449,262	)		(16,096,095	)
NET LOSS		(17,859,934	)		(13,235,336	)		(35,989,649	)		(22,338,231	)		(30,586,835	)		(11,325,296	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(17,536,312	)	$	(13,372,184	)	$	(33,934,444	)	$	(21,616,648	)	$	(30,259,559	)	$	(11,407,280	)
Foreign taxes withheld on dividends and interest	$	26,646		$	502		$	70,147		$	1,477		$	—		$	10,173

(1)	See Note 3 in Notes to Financial Statements.
(2)	See Note 5 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, 2011 (Unaudited)

	PL Small-Cap			PL Small-Cap						PL Emerging			PL International			PL International
	Growth			Value			PL Real Estate			Markets			Large-Cap			Value
	Fund			Fund			Fund			Fund			Fund			Fund
INVESTMENT INCOME
Dividends, net of foreign taxes withheld	$	46,422		$	896,649		$	421,933		$	866,755		$	2,541,435		$	2,085,534
Dividends from mutual fund investments		—			2			—			—			—			—
Interest, net of foreign taxes withheld		—			—			83			—			654			1,885
Total Investment Income		46,422			896,651			422,016			866,755			2,542,089			2,087,419
EXPENSES
Advisory fees		94,933			286,935			203,210			263,955			625,865			306,551
Administration fees		23,733			57,387			33,868			49,492			110,447			70,743
Support services expenses		3,099			7,315			5,030			10,664			14,224			9,879
Custodian fees and expenses		16,134			10,204			8,044			107,477			59,247			55,793
Shareholder report expenses		980			2,354			1,400			1,935			4,407			2,985
Transfer agency out-of-pocket expenses		3,713			8,753			5,305			7,160			16,433			11,134
Registration fees		476			1,125			680			914			2,098			1,423
Legal, audit and tax service fees		3,465			8,157			4,951			6,695			15,385			10,416
Trustees’ fees and expenses		795			1,876			1,136			1,532			3,515			2,383
Other		5,385			7,541			3,528			22,379			15,626			11,989
Total Expenses		152,713			391,647			267,152			472,203			867,247			483,296
Adviser Reimbursement (1)		(34,047	)		(47,325	)		(30,074	)		(158,756	)		(130,936	)		(106,002	)
Net Expenses		118,666			344,322			237,078			313,447			736,311			377,294
NET INVESTMENT INCOME (LOSS)		(72,244	)		552,329			184,938			553,308			1,805,778			1,710,125
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
Investment security transactions		259,996			487,796			986,314			1,788,032			(964,071	)		(1,657,595	)
Futures contract transactions		—			—			—			—			—			(261,423	)
Foreign currency transactions		679			(427	)		(3	)		(77,060	)		(37,361	)		1,218,173
Net Realized Gain (Loss)		260,675			487,369			986,311			1,710,972			(1,001,432	)		(700,845	)
Change In Net Unrealized Appreciation (Depreciation) On:
Investment securities (2)		(8,113,247	)		(14,661,084	)		(7,500,970	)		(17,659,061	)		(28,980,667	)		(20,137,628	)
Futures contracts		—			—			—			—			—			972
Foreign currencies		—			(328	)		—			(7,360	)		(21,906	)		(767,574	)
Change in Net Unrealized Depreciation		(8,113,247	)		(14,661,412	)		(7,500,970	)		(17,666,421	)		(29,002,573	)		(20,904,230	)
NET LOSS		(7,852,572	)		(14,174,043	)		(6,514,659	)		(15,955,449	)		(30,004,005	)		(21,605,075	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(7,924,816	)	$	(13,621,714	)	$	(6,329,721	)	$	(15,402,141	)	$	(28,198,227	)	$	(19,894,950	)
Foreign taxes withheld on dividends and interest	$	—		$	7,657		$	2,141		$	82,827		$	363,061		$	297,462

(1)	See Note 5 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 $21,268.

See Notes to Financial Statements

B-6

PACIFIC LIFE FUNDS
STATEMENTS OF CHANGES IN NET ASSETS

	PL Floating Rate			PL Floating Rate						PL Inflation
	Income Fund (1)			Loan Fund						Managed Fund
				Six-Month						Six-Month
	Period Ended			Period Ended						Period Ended
	September 30,			September 30,			Year Ended			September 30,			Year Ended
	2011 (2)			2011 (2)			March 31, 2011			2011 (2)			March 31, 2011
OPERATIONS
Net investment income	$	322,547		$	1,905,348		$	2,925,912		$	5,888,918		$	4,287,172
Net realized gain (loss)		(220,026	)		172,038			625,495			12,048,801			9,060,553
Change in net unrealized appreciation (depreciation)		(1,612,023	)		(4,398,339	)		516,066			(1,745,645	)		834,235
Net Increase (Decrease) in Net Assets Resulting from Operations		(1,509,502	)		(2,320,953	)		4,067,473			16,192,074			14,181,960
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		—			—			(576,673	)		—			(1,981,141	)
Class P		—			—			(1,463,098	)		—			(1,520,135	)
Class I		(322,059	)		—			—			—			—
Net realized gains
Class A		—			—			—			—			—
Class P		—			—			—			—			(3,913,597	)
Net Decrease in Net Assets Resulting from Dividends and Distributions to Shareholders		(322,059	)		—			(2,039,771	)		—			(7,414,873	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		—			—			7,659,141			—			20,082,422
Class P		—			11,809,332			24,589,520			17,635,781			69,727,535
Class I		35,000,010			—			—			—			—
Dividends and distribution reinvestments
Class A		—			—			576,673			—			1,978,436
Class P		—			—			1,463,098			—			5,433,732
Class I		322,059			—			—			—			—
Cost of shares repurchased
Class A		—			—			(232,057	)		—			(4,960,351	)
Class P		—			(4,903,921	)		(3,140,337	)		(31,764,746	)		(19,125,619	)
Share class conversions
Class A (3)		—			—			(59,055,247	)		—			169,787,788
Class P (3)		—			—			59,055,247			—			(169,787,788	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		35,322,069			6,905,411			30,916,038			(14,128,965	)		73,136,155
NET INCREASE IN NET ASSETS		33,490,508			4,584,458			32,943,740			2,063,109			79,903,242
NET ASSETS
Beginning of Year or Period		—			86,065,600			53,121,860			229,356,401			149,453,159
End of Year or Period	$	33,490,508		$	90,650,058		$	86,065,600		$	231,419,510		$	229,356,401
Undistributed Net Investment Income	$	488		$	2,796,238		$	890,890		$	7,459,959		$	1,571,041

(1)	Operations commenced on June 30, 2011 (see Note 1 in Notes to Financial Statements).
(2)	Unaudited.
(3)	Class A shares were converted to Class P shares on July 2, 2010 (see Note 1 in Notes to Financial Statements).

See Notes to Financial Statements

B-7

PACIFIC LIFE FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	PL Managed Bond						PL Short Duration						PL Comstock
	Fund						Bond Fund						Fund
	Six-Month						Six-Month						Six-Month
	Period Ended						Period Ended						Period Ended
	September 30,			Year Ended			September 30,			Year Ended			September 30,			Year Ended
	2011 (1)			March 31, 2011			2011 (1)			March 31, 2011			2011 (1)			March 31, 2011
OPERATIONS
Net investment income	$	4,913,941		$	6,582,841		$	715,359		$	969,429		$	1,138,346		$	1,635,028
Net realized gain		799,147			9,493,481			306,043			539,458			3,197,067			3,283,482
Change in net unrealized appreciation (depreciation)		(6,932,904	)		1,054,913			(779,470	)		(174,321	)		(36,670,371	)		16,761,825
Net Increase (Decrease) in Net Assets Resulting from Operations		(1,219,816	)		17,131,235			241,932			1,334,566			(32,334,958	)		21,680,335
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		—			(2,619,779	)		—			(226,394	)		—			(236,849	)
Class P		—			(5,686,622	)		—			(548,974	)		—			(1,140,637	)
Net realized gains
Class A		—			(2,540,364	)		—			—			—			—
Class P		—			(8,056,500	)		—			(403,149	)		—			—
Net Decrease in Net Assets Resulting from Dividends and Distributions to Shareholders		—			(18,903,265	)		—			(1,178,517	)		—			(1,377,486	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		—			33,695,419			—			14,306,748			—			8,415,520
Class P		40,670,321			122,376,254			13,975,628			43,262,438			36,528,188			23,950,764
Dividends and distribution reinvestments
Class A		—			5,154,057			—			226,240			—			236,711
Class P		—			13,743,122			—			952,123			—			1,140,637
Cost of shares repurchased
Class A		—			(7,768,096	)		—			(952,151	)		—			(1,921,221	)
Class P		(26,933,261	)		(22,403,735	)		(8,755,135	)		(12,491,880	)		(3,927,905	)		(13,829,114	)
Share class conversions
Class A (2)		—			(268,664,284	)		—			(89,594,322	)		—			(119,192,019	)
Class P (2)		—			268,664,284			—			89,594,322			—			119,192,019
Net Increase in Net Assets from Capital Share Transactions		13,737,060			144,797,021			5,220,493			45,303,518			32,600,283			17,993,297
NET INCREASE IN NET ASSETS		12,517,244			143,024,991			5,462,425			45,459,567			265,325			38,296,146
NET ASSETS
Beginning of Year or Period		378,982,470			235,957,479			121,133,223			75,673,656			166,465,265			128,169,119
End of Year or Period	$	391,499,714		$	378,982,470		$	126,595,648		$	121,133,223		$	166,730,590		$	166,465,265
Undistributed Net Investment Income	$	7,439,398		$	2,525,457		$	982,870		$	267,511		$	1,629,539		$	491,193

(1)	Unaudited.
(2)	Class A shares were converted to Class P shares on July 2, 2010 (see Note 1 in Notes to Financial Statements).

See Notes to Financial Statements

B-8

PACIFIC LIFE FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	PL Growth LT						PL Large-Cap Growth						PL Large-Cap Value
	Fund						Fund						Fund
	Six-Month						Six-Month						Six-Month
	Period Ended						Period Ended						Period Ended
	September 30,			Year Ended			September 30,			Year Ended			September 30,			Year Ended
	2011 (1)			March 31, 2011			2011 (1)			March 31, 2011			2011 (1)			March 31, 2011
OPERATIONS
Net investment income (loss)	$	323,622		$	570,028		$	(136,848	)	$	(84,438	)	$	2,055,205		$	2,942,019
Net realized gain (loss)		626,512			8,265,977			1,153,163			6,298,659			(70,462	)		(1,819,227	)
Change in net unrealized appreciation (depreciation)		(18,486,446	)		2,461,139			(14,388,499	)		11,649,279			(35,919,187	)		26,049,979
Net Increase (Decrease) in Net Assets Resulting from Operations		(17,536,312	)		11,297,144			(13,372,184	)		17,863,500			(33,934,444	)		27,172,771
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		—			—			—			—			—			(467,480	)
Class P		—			—			—			—			—			(2,058,011	)
Net realized gains
Class A		—			—			—			—			—			—
Class P		—			—			—			—			—			—
Net Decrease in Net Assets Resulting from Dividends and Distributions to Shareholders		—			—			—			—			—			(2,525,491	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		—			5,457,542			—			4,037,967			—			14,633,209
Class P		13,566,237			20,262,936			11,518,838			26,906,134			28,923,096			44,341,564
Dividends and distribution reinvestments
Class A		—			—			—			—			—			467,255
Class P		—			—			—			—			—			2,058,011
Cost of shares repurchased
Class A		—			(1,796,334	)		—			(1,396,630	)		—			(3,090,654	)
Class P		(28,046,504	)		(8,864,918	)		(2,031,892	)		(9,416,192	)		(10,951,498	)		(16,932,785	)
Share class conversions
Class A (2)		—			(82,580,720	)		—			(56,182,987	)		—			(153,219,431	)
Class P (2)		—			82,580,720			—			56,182,987			—			153,219,431
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(14,480,267	)		15,059,226			9,486,946			20,131,279			17,971,598			41,476,600
NET INCREASE (DECREASE) IN NET ASSETS		(32,016,579	)		26,356,370			(3,885,238	)		37,994,779			(15,962,846	)		66,123,880
NET ASSETS
Beginning of Year or Period		115,575,827			89,219,457			99,100,886			61,106,107			228,435,589			162,311,709
End of Year or Period	$	83,559,248		$	115,575,827		$	95,215,648		$	99,100,886		$	212,472,743		$	228,435,589
Undistributed/Accumulated Net Investment Income (Loss)	$	722,925		$	399,303		$	(143,230	)	$	(6,382	)	$	2,932,953		$	877,748

(1)	Unaudited.
(2)	Class A shares were converted to Class P shares on July 2, 2010 (see Note 1 in Notes to Financial Statements).

See Notes to Financial Statements

B-9

PACIFIC LIFE FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	PL Main Street Core						PL Mid-Cap Equity						PL Mid-Cap Growth
	Fund						Fund						Fund
	Six-Month						Six-Month						Six-Month
	Period Ended						Period Ended						Period Ended
	September 30,			Year Ended			September 30,			Year Ended			September 30,			Year Ended
	2011 (1)			March 31, 2011			2011 (1)			March 31, 2011			2011 (1)			March 31, 2011
OPERATIONS
Net investment income (loss)	$	721,583		$	1,305,535		$	327,276		$	1,003,153		$	(81,984	)	$	131,973
Net realized gain (loss)		(244,109	)		7,391,931			3,862,427			13,268,146			4,770,799			7,350,264
Change in net unrealized appreciation (depreciation)		(22,094,122	)		8,326,713			(34,449,262	)		10,335,351			(16,096,095	)		8,770,729
Net Increase (Decrease) in Net Assets Resulting from Operations		(21,616,648	)		17,024,179			(30,259,559	)		24,606,650			(11,407,280	)		16,252,966
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		—			(95,654	)		—			(47,048	)		—			—
Class P		—			(819,251	)		—			(877,377	)		—			(105,080	)
Net realized gains
Class A		—			—			—			—			—			(524,490	)
Class P		—			—			—			—			—			(4,624,405	)
Net Decrease in Net Assets Resulting from Dividends and Distributions to Shareholders		—			(914,905	)		—			(924,425	)		—			(5,253,975	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		—			8,538,755			—			7,987,693			—			997,962
Class P		18,468,134			24,547,598			31,326,995			16,991,531			5,192,727			8,108,597
Dividends and distribution reinvestments
Class A		—			95,654			—			47,047			—			523,636
Class P		—			819,251			—			877,377			—			4,729,485
Cost of shares repurchased
Class A		—			(125,274	)		—			(3,190,726	)		—			(5,043,424	)
Class P		(3,023,217	)		(38,124,068	)		(2,746,922	)		(12,289,913	)		(2,170,427	)		(10,833,939	)
Share class conversions
Class A (2)		—			(136,507,682	)		—			(96,440,538	)		—			(48,202,865	)
Class P (2)		—			136,507,682			—			96,440,538			—			48,202,865
Net Increase (Decrease) in Net Assets from Capital Share Transactions		15,444,917			(4,248,084	)		28,580,073			10,423,009			3,022,300			(1,517,683	)
NET INCREASE (DECREASE) IN NET ASSETS		(6,171,731	)		11,861,190			(1,679,486	)		34,105,234			(8,384,980	)		9,481,308
NET ASSETS
Beginning of Year or Period		157,889,602			146,028,412			135,755,387			101,650,153			64,475,577			54,994,269
End of Year or Period	$	151,717,871		$	157,889,602		$	134,075,901		$	135,755,387		$	56,090,597		$	64,475,577
Undistributed/Accumulated Net Investment Income (Loss)	$	1,119,622		$	398,039		$	452,174		$	124,898		$	(72,549	)	$	9,435

(1)	Unaudited.
(2)	Class A shares were converted to Class P shares on July 2, 2010 (see Note 1 in Notes to Financial Statements).

See Notes to Financial Statements

B-10

PACIFIC LIFE FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	PL Small-Cap Growth						PL Small-Cap Value						PL Real Estate
	Fund						Fund						Fund
	Six-Month						Six-Month						Six-Month
	Period Ended						Period Ended						Period Ended
	September 30,			Year Ended			September 30,			Year Ended			September 30,			Year Ended
	2011 (1)			March 31, 2011			2011 (1)			March 31, 2011			2011 (1)			March 31, 2011
OPERATIONS
Net investment income (loss)	$	(72,244	)	$	(171,915	)	$	552,329		$	985,586		$	184,938		$	286,040
Net realized gain		260,675			3,696,262			487,369			3,286,911			986,311			3,406,977
Change in net unrealized appreciation (depreciation)		(8,113,247	)		3,595,499			(14,661,412	)		11,588,543			(7,500,970	)		4,637,930
Net Increase (Decrease) in Net Assets Resulting from Operations		(7,924,816	)		7,119,846			(13,621,714	)		15,861,040			(6,329,721	)		8,330,947
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		—			—			—			(68,741	)		—			(68,821	)
Class P		—			—			—			(638,985	)		—			(270,054	)
Net realized gains
Class A		—			—			—			—			—			—
Class P		—			—			—			—			—			—
Net Decrease in Net Assets Resulting from Dividends and Distributions to Shareholders		—			—			—			(707,726	)		—			(338,875	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		—			241,073			—			1,360,677			—			179,622
Class P		5,277,026			6,958,753			8,756,939			27,468,646			8,393,082			7,071,793
Dividends and distribution reinvestments
Class A		—			—			—			68,740			—			68,818
Class P		—			—			—			638,985			—			270,054
Cost of shares repurchased
Class A		—			(2,114,592	)		—			(1,398,444	)		—			(3,964,447	)
Class P		(9,558	)		(5,541,320	)		(1,407,357	)		(5,217,990	)		(2,526,677	)		(6,110,043	)
Share class conversions
Class A (2)		—			(21,274,966	)		—			(35,260,361	)		—			(31,360,853	)
Class P (2)		—			21,274,966			—			35,260,361			—			31,360,853
Net Increase (Decrease) in Net Assets from Capital Share Transactions		5,267,468			(456,086	)		7,349,582			22,920,614			5,866,405			(2,484,203	)
NET INCREASE (DECREASE) IN NET ASSETS		(2,657,348	)		6,663,760			(6,272,132	)		38,073,928			(463,316	)		5,507,869
NET ASSETS
Beginning of Year or Period		32,355,157			25,691,397			76,247,096			38,173,168			41,859,895			36,352,026
End of Year or Period	$	29,697,809		$	32,355,157		$	69,974,964		$	76,247,096		$	41,396,579		$	41,859,895
Undistributed/Accumulated Net Investment Income (Loss)	$	(74,265	)	$	(2,021	)	$	805,778		$	253,449		$	184,404		$	(534	)

(1)	Unaudited.
(2)	Class A shares were converted to Class P shares on July 2, 2010 (see Note 1 in Notes to Financial Statements).

See Notes to Financial Statements

B-11

PACIFIC LIFE FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	PL Emerging Markets						PL International Large-Cap						PL International Value
	Fund						Fund						Fund
	Six-Month						Six-Month						Six-Month
	Period Ended						Period Ended						Period Ended
	September 30,			Year Ended			September 30,			Year Ended			September 30,			Year Ended
	2011 (1)			March 31, 2011			2011 (1)			March 31, 2011			2011 (1)			March 31, 2011
OPERATIONS
Net investment income	$	553,308		$	410,281		$	1,805,778		$	1,365,148		$	1,710,125		$	1,682,757
Net realized gain (loss)		1,710,972			5,064,457			(1,001,432	)		(2,124,405	)		(700,845	)		2,245,933
Change in net unrealized appreciation (depreciation)		(17,666,421	)		5,215,893			(29,002,573	)		16,242,751			(20,904,230	)		1,157,427
Net Increase (Decrease) in Net Assets Resulting from Operations		(15,402,141	)		10,690,631			(28,198,227	)		15,483,494			(19,894,950	)		5,086,117
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		—			—			—			(926,192	)		—			(468,259	)
Class P		—			(940,708	)		—			(261,079	)		—			(1,543,617	)
Net realized gains
Class A		—			—			—			—			—			—
Class P		—			—			—			—			—			—
Net Decrease in Net Assets Resulting from Dividends and Distributions to Shareholders		—			(940,708	)		—			(1,187,271	)		—			(2,011,876	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		—			763,496			—			11,388,585			—			10,276,598
Class P		22,059,906			14,652,817			61,345,416			23,576,016			26,093,082			14,606,762
Dividends and distribution reinvestments
Class A		—			—			—			925,856			—			468,104
Class P		—			940,708			—			261,079			—			1,543,617
Cost of shares repurchased
Class A		—			(95,644	)		—			(1,280,976	)		—			(1,331,608	)
Class P		(2,021,380	)		(9,454,654	)		(3,475,054	)		(19,135,979	)		(2,075,548	)		(24,679,366	)
Share class conversions
Class A (2)		—			(45,487,862	)		—			(105,495,716	)		—			(80,620,211	)
Class P (2)		—			45,487,862			—			105,495,716			—			80,620,211
Net Increase in Net Assets from Capital Share Transactions		20,038,526			6,806,723			57,870,362			15,734,581			24,017,534			884,107
NET INCREASE IN NET ASSETS		4,636,385			16,556,646			29,672,135			30,030,804			4,122,584			3,958,348
NET ASSETS
Beginning of Year or Period		64,270,266			47,713,620			138,033,006			108,002,202			90,242,281			86,283,933
End of Year or Period	$	68,906,651		$	64,270,266		$	167,705,141		$	138,033,006		$	94,364,865		$	90,242,281
Undistributed/Accumulated Net Investment Income (Loss)	$	143,676		$	(409,632	)	$	2,871,499		$	1,065,721		$	2,088,310		$	378,185

(1)	Unaudited.
(2)	Class A shares were converted to Class P shares on July 2, 2010 (see Note 1 in Notes to Financial Statements).

See Notes to Financial Statements

B-12

PACIFIC LIFE FUNDS
FINANCIAL HIGHLIGHTS (1)
Selected per share, ratios and supplemental data for each year or period ended were as follows:

	Investment Activities											Distributions									Ratios/Supplemental Data
																															Ratios
																												Ratios			of
	Net																				Net					Net		of			Expenses			Ratios
	Asset					Net															Asset					Assets,		Expenses			After			of Net
	Value,					Realized						Distributions									Value,					End of		Before			Expense			Investment
	Beginning		Net			and			Total			from			Distributions						End of					Year or		Expense			Reductions			Income
	of Year		Investment			Unrealized			from			Net			from						Year					Period		Reductions			to Average			(Loss) to			Portfolio
	or		Income			Gain			Investment			Investment			Capital			Total			or		Total			(in		to Average			Net Assets			Average			Turnover
For the Year or Period Ended	Period		(Loss) (2)			(Loss)			Activities			Income			Gains			Distributions			Period		Returns (3)			thousands)		Net Assets (4)			(4), (5)			Net Assets (4)			Rates
PL Floating Rate Income Fund (1)
6/30/2011 - 9/30/2011 (6)	$	10.00	$	0.10		$	(0.52	)	$	(0.42	)	$	(0.09	)	$	—		$	(0.09	)	$	9.49		(4.19	%)	$	33,491		1.28	%		0.80	%		4.01	%		51.39	%
PL Floating Rate Loan Fund
4/1/2011 - 9/30/2011 (6)	$	10.12	$	0.21		$	(0.45	)	$	(0.24	)	$	—		$	—		$	—		$	9.88		(2.37	%)	$	90,650		1.04	%		0.80	%		4.16	%		23.18	%
4/1/2010 - 3/31/2011		9.88		0.34			0.19			0.53			(0.29	)		—			(0.29	)		10.12		5.51	%		86,066		1.22	%		0.90	%		4.29	%		92.44	%
4/1/2009 - 3/31/2010		8.18		0.45			1.70			2.15			(0.45	)		—			(0.45	)		9.88		26.70	%		53,122		1.54	%		1.30	%		4.78	%		118.03	%
6/30/2008 - 3/31/2009		10.00		0.39			(1.82	)		(1.43	)		(0.39	)		—			(0.39	)		8.18		(14.37	%)		27,811		1.53	%		1.30	%		5.90	%		56.30	%
PL Inflation Managed Fund
4/1/2011 - 9/30/2011 (6)	$	10.53	$	0.26		$	0.43		$	0.69		$	—		$	—		$	—		$	11.22		6.55	%	$	231,420		0.67	%		0.56	%		4.70	%		163.21	%
4/1/2010 - 3/31/2011		10.10		0.24			0.61			0.85			(0.21	)		(0.21	)		(0.42	)		10.53		8.56	%		229,356		0.82	%		0.64	%		2.31	%		322.90	%
4/1/2009 - 3/31/2010		9.59		0.29			0.62			0.91			(0.40	)		—			(0.40	)		10.10		9.68	%		149,453		1.21	%		0.95	%		2.90	%		299.61	%
4/1/2008 - 3/31/2009		11.08		0.39			(0.80	)		(0.41	)		(0.41	)		(0.67	)		(1.08	)		9.59		(3.85	%)		81,266		1.35	%		1.01	%		3.94	%		745.76	%
4/1/2007 - 3/31/2008		10.13		0.49			0.95			1.44			(0.49	)		—			(0.49	)		11.08		14.80	%		122,386		1.49	%		1.15	%		4.77	%		474.46	%
4/1/2006 - 3/31/2007		10.00		0.26			0.14			0.40			(0.27	)		—			(0.27	)		10.13		4.15	%		82,340		1.78	%		1.39	%		2.60	%		356.40	%
PL Managed Bond Fund
4/1/2011 - 9/30/2011 (6)	$	10.75	$	0.13		$	(0.16	)	$	(0.03	)	$	—		$	—		$	—		$	10.72		(0.19	%)	$	391,500		0.68	%		0.55	%		2.41	%		234.99	%
4/1/2010 - 3/31/2011		10.75		0.24			0.43			0.67			(0.30	)		(0.37	)		(0.67	)		10.75		6.31	%		378,982		0.82	%		0.63	%		2.16	%		501.72	%
4/1/2009 - 3/31/2010		9.70		0.30			1.48			1.78			(0.50	)		(0.23	)		(0.73	)		10.75		18.68	%		235,957		1.22	%		0.95	%		2.86	%		351.53	%
4/1/2008 - 3/31/2009		10.73		0.43			(0.45	)		(0.02	)		(0.55	)		(0.46	)		(1.01	)		9.70		0.07	%		137,724		1.30	%		1.01	%		4.36	%		441.01	%
4/1/2007 - 3/31/2008		10.16		0.42			0.53			0.95			(0.37	)		(0.01	)		(0.38	)		10.73		9.44	%		175,800		1.50	%		1.15	%		4.05	%		424.71	%
4/1/2006 - 3/31/2007		9.98		0.35			0.22			0.57			(0.39	)		—			(0.39	)		10.16		5.90	%		101,940		1.82	%		1.39	%		3.49	%		477.64	%
PL Short Duration Bond Fund
4/1/2011 - 9/30/2011 (6)	$	10.04	$	0.06		$	(0.04	)	$	0.02		$	—		$	—		$	—		$	10.06		0.20	%	$	126,596		0.67	%		0.55	%		1.10	%		138.03	%
4/1/2010 - 3/31/2011		10.00		0.10			0.06			0.16			(0.08	)		(0.04	)		(0.12	)		10.04		1.57	%		121,133		0.81	%		0.64	%		1.00	%		195.72	%
4/1/2009 - 3/31/2010		9.69		0.18			0.33			0.51			(0.20	)		—			(0.20	)		10.00		5.27	%		75,674		1.22	%		0.95	%		1.84	%		167.12	%
4/1/2008 - 3/31/2009		10.22		0.32			(0.25	)		0.07			(0.31	)		(0.29	)		(0.60	)		9.69		0.75	%		47,355		1.26	%		1.02	%		3.20	%		146.36	%
4/1/2007 - 3/31/2008		9.81		0.35			0.41			0.76			(0.35	)		—			(0.35	)		10.22		7.86	%		83,683		1.42	%		1.15	%		3.48	%		41.74	%
4/1/2006 - 3/31/2007		9.76		0.32			0.04			0.36			(0.31	)		—			(0.31	)		9.81		3.76	%		66,823		1.75	%		1.39	%		3.28	%		77.84	%
PL Comstock Fund
4/1/2011 - 9/30/2011 (6)	$	12.13	$	0.08		$	(2.20	)	$	(2.12	)	$	—		$	—		$	—		$	10.01		(17.48	%)	$	166,731		1.00	%		0.89	%		1.32	%		12.33	%
4/1/2010 - 3/31/2011		10.69		0.13			1.41			1.54			(0.10	)		—			(0.10	)		12.13		14.55	%		166,465		1.13	%		0.99	%		1.16	%		30.58	%
4/1/2009 - 3/31/2010		6.95		0.09			3.74			3.83			(0.09	)		—			(0.09	)		10.69		55.34	%		128,169		1.51	%		1.30	%		0.93	%		27.65	%
4/1/2008 - 3/31/2009		11.84		0.16			(4.89	)		(4.73	)		(0.16	)		—			(0.16	)		6.95		(40.11	%)		74,862		1.58	%		1.37	%		1.68	%		59.96	%
4/1/2007 - 3/31/2008		14.11		0.15			(1.95	)		(1.80	)		(0.12	)		(0.35	)		(0.47	)		11.84		(13.16	%)		124,271		1.77	%		1.50	%		1.09	%		23.28	%
4/1/2006 - 3/31/2007		12.92		0.12			1.55			1.67			(0.11	)		(0.37	)		(0.48	)		14.11		13.21	%		83,788		2.11	%		1.74	%		0.92	%		40.11	%
PL Growth LT Fund
4/1/2011 - 9/30/2011 (6)	$	12.42	$	0.03		$	(1.93	)	$	(1.90	)	$	—		$	—		$	—		$	10.52		(15.30	%)	$	83,559		0.84	%		0.70	%		0.56	%		50.86	%
4/1/2010 - 3/31/2011		11.21		0.07			1.14			1.21			—			—			—			12.42		10.79	%		115,576		0.95	%		0.79	%		0.58	%		82.71	%
4/1/2009 - 3/31/2010		7.74		0.02			3.60			3.62			(0.15	)		—			(0.15	)		11.21		47.26	%		89,219		1.37	%		1.10	%		0.19	%		60.31	%
4/1/2008 - 3/31/2009		12.63		0.03			(4.63	)		(4.60	)		—			(0.29	)		(0.29	)		7.74		(37.27	%)		74,158		1.42	%		1.15	%		0.32	%		80.89	%
4/1/2007 - 3/31/2008		13.10		0.05			(0.22	)		(0.17	)		(0.05	)		(0.25	)		(0.30	)		12.63		(1.55	%)		77,196		1.66	%		1.30	%		0.36	%		81.50	%
4/1/2006 - 3/31/2007		12.23		(0.01	)		0.98			0.97			—			(0.10	)		(0.10	)		13.10		7.95	%		61,954		1.95	%		1.54	%		(0.08	%)		37.99	%
PL Large-Cap Growth Fund
4/1/2011 - 9/30/2011 (6)	$	9.23	$	(0.01	)	$	(1.13	)	$	(1.14	)	$	—		$	—		$	—		$	8.09		(12.35	%)	$	95,216		1.01	%		0.88	%		(0.27	%)		37.38	%
4/1/2010 - 3/31/2011		7.71		(0.01	)		1.53			1.52			—			—			—			9.23		19.72	%		99,101		1.12	%		0.95	%		(0.11	%)		101.69	%
4/1/2009 - 3/31/2010		5.44		(0.03	)		2.30			2.27			—			—			—			7.71		41.73	%		61,106		1.59	%		1.28	%		(0.38	%)		115.83	%
4/1/2008 - 3/31/2009		9.24		(0.05	)		(3.75	)		(3.80	)		—			—			—			5.44		(41.13	%)		16,515		1.81	%		1.37	%		(0.61	%)		179.61	%
4/1/2007 - 3/31/2008		9.43		(0.08	)		(0.11	)		(0.19	)		—			—			—			9.24		(2.01	%)		26,235		1.92	%		1.50	%		(0.79	%)		178.83	%
4/1/2006 - 3/31/2007		10.85		(0.09	)		(0.40	)		(0.49	)		—			(0.93	)		(0.93	)		9.43		(3.80	%)		29,713		2.43	%		1.73	%		(0.93	%)		147.66	%
PL Large-Cap Value Fund
4/1/2011 - 9/30/2011 (6)	$	11.59	$	0.10		$	(1.73	)	$	(1.63	)	$	—		$	—		$	—		$	9.96		(14.06	%)	$	212,473		0.89	%		0.80	%		1.78	%		10.41	%
4/1/2010 - 3/31/2011		10.42		0.16			1.15			1.31			(0.14	)		—			(0.14	)		11.59		12.69	%		228,436		1.01	%		0.89	%		1.56	%		18.76	%
4/1/2009 - 3/31/2010		7.35		0.14			3.07			3.21			(0.14	)		—			(0.14	)		10.42		43.79	%		162,312		1.38	%		1.20	%		1.52	%		16.28	%
4/1/2008 - 3/31/2009		11.59		0.16			(4.27	)		(4.11	)		(0.12	)		(0.01	)		(0.13	)		7.35		(35.61	%)		62,931		1.48	%		1.25	%		1.63	%		38.49	%
4/1/2007 - 3/31/2008		13.03		0.10			(1.21	)		(1.11	)		(0.08	)		(0.25	)		(0.33	)		11.59		(8.80	%)		68,901		1.69	%		1.40	%		0.79	%		24.35	%
4/1/2006 - 3/31/2007		12.67		0.06			1.37			1.43			(0.04	)		(1.03	)		(1.07	)		13.03		12.09	%		56,601		2.05	%		1.63	%		0.50	%		19.58	%

See Notes to Financial Statements See explanation of references on B-15

B-13

PACIFIC LIFE FUNDS
FINANCIAL HIGHLIGHTS (Continued) (1)
Selected per share, ratios and supplemental data for each year or period ended were as follows:

	Investment Activities											Distributions									Ratios/Supplemental Data
																															Ratios
																												Ratios			of
	Net																				Net					Net		of			Expenses			Ratios
	Asset					Net															Asset					Assets,		Expenses			After			of Net
	Value,					Realized						Distributions									Value,					End of		Before			Expense			Investment
	Beginning		Net			and			Total			from			Distributions						End of					Year or		Expense			Reductions			Income
	of Year		Investment			Unrealized			from			Net			from						Year					Period		Reductions			to Average			(Loss) to			Portfolio
	or		Income			Gain			Investment			Investment			Capital			Total			or		Total			(in		to Average			Net Assets			Average			Turnover
For the Year or Period Ended	Period		(Loss) (2)			(Loss)			Activities			Income			Gains			Distributions			Period		Returns (3)			thousands)		Net Assets (4)			(4), (5)			Net Assets (4)			Rates
PL Main Street Core Fund
4/1/2011 - 9/30/2011 (6)	$	10.13	$	0.04		$	(1.31	)	$	(1.27	)	$	—		$	—		$	—		$	8.86		(12.54	%)	$	151,718		0.70	%		0.60	%		0.89	%		28.12	%
4/1/2010 - 3/31/2011		9.00		0.09			1.10			1.19			(0.06	)		—			(0.06	)		10.13		13.28	%		157,890		0.83	%		0.70	%		0.93	%		58.13	%
4/1/2009 - 3/31/2010		6.11		0.07			2.89			2.96			(0.07	)		—			(0.07	)		9.00		48.57	%		146,028		1.23	%		1.00	%		0.89	%		130.37	%
4/1/2008 - 3/31/2009		9.91		0.09			(3.81	)		(3.72	)		(0.08	)		—			(0.08	)		6.11		(37.66	%)		85,261		1.41	%		1.06	%		1.07	%		101.22	%
4/1/2007 - 3/31/2008		11.46		0.08			(0.94	)		(0.86	)		(0.08	)		(0.61	)		(0.69	)		9.91		(8.29	%)		111,936		1.50	%		1.20	%		0.69	%		126.84	%
4/1/2006 - 3/31/2007		10.67		0.05			0.92			0.97			(0.03	)		(0.15	)		(0.18	)		11.46		9.23	%		87,136		1.88	%		1.43	%		0.54	%		107.36	%
PL Mid-Cap Equity Fund (7)
4/1/2011 - 9/30/2011 (6)	$	10.46	$	0.02		$	(2.15	)	$	(2.13	)	$	—		$	—		$	—		$	8.33		(20.27	%)	$	134,076		0.91	%		0.80	%		0.48	%		42.64	%
4/1/2010 - 3/31/2011		8.66		0.08			1.79			1.87			(0.07	)		—			(0.07	)		10.46		21.70	%		135,755		1.02	%		0.89	%		0.87	%		87.04	%
4/1/2009 - 3/31/2010		5.33		0.03			3.34			3.37			(0.04	)		—			(0.04	)		8.66		63.29	%		101,650		1.41	%		1.20	%		0.44	%		74.00	%
4/1/2008 - 3/31/2009		8.92		0.07			(3.58	)		(3.51	)		(0.08	)		(0.00	)(8)		(0.08	)		5.33		(39.44	%)		59,135		1.52	%		1.26	%		1.01	%		82.26	%
4/1/2007 - 3/31/2008		11.62		0.06			(1.61	)		(1.55	)		(0.03	)		(1.12	)		(1.15	)		8.92		(14.81	%)		85,208		1.69	%		1.40	%		0.55	%		70.09	%
4/1/2006 - 3/31/2007		10.54		(0.00	)(8)		1.51			1.51			—			(0.43	)		(0.43	)		11.62		14.80	%		71,181		2.01	%		1.60	%		(0.00	%)(8)		74.07	%
PL Mid-Cap Growth Fund
4/1/2011 - 9/30/2011 (6)	$	10.28	$	(0.01	)	$	(1.81	)	$	(1.82	)	$	—		$	—		$	—		$	8.46		(17.71	%)	$	56,091		0.99	%		0.85	%		(0.26	%)		18.45	%
4/1/2010 - 3/31/2011		8.41		0.02			2.83			2.85			(0.02	)		(0.96	)		(0.98	)		10.28		35.16	%		64,476		1.17	%		0.95	%		0.24	%		44.37	%
4/1/2009 - 3/31/2010		4.98		(0.03	)		3.56			3.53			—			(0.10	)		(0.10	)		8.41		70.89	%		54,994		1.53	%		1.25	%		(0.42	%)		31.79	%
4/1/2008 - 3/31/2009		9.31		(0.05	)		(3.57	)		(3.62	)		—			(0.71	)		(0.71	)		4.98		(40.02	%)		18,873		1.80	%		1.34	%		(0.60	%)		47.92	%
4/1/2007 - 3/31/2008		10.93		(0.02	)		0.66			0.64			—			(2.26	)		(2.26	)		9.31		3.48	%		50,189		1.80	%		1.45	%		(0.19	%)		77.63	%
4/1/2006 - 3/31/2007		11.67		(0.07	)		0.31			0.24			—			(0.98	)		(0.98	)		10.93		2.64	%		63,462		2.08	%		1.68	%		(0.64	%)		60.08	%
PL Small-Cap Growth Fund
4/1/2011 - 9/30/2011 (6)	$	11.90	$	(0.03	)	$	(2.69	)	$	(2.72	)	$	—		$	—		$	—		$	9.18		(22.86	%)	$	29,698		0.97	%		0.75	%		(0.46	%)		28.98	%
4/1/2010 - 3/31/2011		9.41		(0.06	)		2.55			2.49			—			—			—			11.90		26.46	%		32,355		1.11	%		0.84	%		(0.63	%)		85.58	%
4/1/2009 - 3/31/2010		5.88		(0.06	)		3.59			3.53			—			—			—			9.41		60.03	%		25,691		1.56	%		1.15	%		(0.81	%)		87.50	%
4/1/2008 - 3/31/2009		9.12		(0.07	)		(3.17	)		(3.24	)		—			—			—			5.88		(35.53	%)		24,046		1.71	%		1.28	%		(0.96	%)		72.93	%
4/1/2007 - 3/31/2008		11.24		(0.12	)		(0.62	)		(0.74	)		—			(1.38	)		(1.38	)		9.12		(8.81	%)		37,258		1.90	%		1.55	%		(1.07	%)		163.56	%
4/1/2006 - 3/31/2007		11.22		(0.08	)		0.11			0.03			—			(0.01	)		(0.01	)		11.24		0.28	%		41,378		2.24	%		1.78	%		(0.74	%)		52.87	%
PL Small-Cap Value Fund
4/1/2011 - 9/30/2011 (6)	$	10.60	$	0.07		$	(1.84	)	$	(1.77	)	$	—		$	—		$	—		$	8.83		(16.60	%)	$	69,975		1.02	%		0.90	%		1.44	%		12.75	%
4/1/2010 - 3/31/2011		8.57		0.16			1.98			2.14			(0.11	)		—			(0.11	)		10.60		25.11	%		76,247		1.13	%		0.97	%		1.71	%		31.06	%
4/1/2009 - 3/31/2010		5.49		0.13			3.06			3.19			(0.11	)		—			(0.11	)		8.57		58.28	%		38,173		1.58	%		1.30	%		1.82	%		31.57	%
4/1/2008 - 3/31/2009		8.80		0.16			(3.34	)		(3.18	)		(0.13	)		—			(0.13	)		5.49		(36.39	%)		27,018		1.73	%		1.34	%		2.21	%		47.41	%
6/29/2007 - 3/31/2008		10.00		0.10			(1.24	)		(1.14	)		(0.06	)		—			(0.06	)		8.80		(11.47	%)		19,112		2.07	%		1.50	%		1.46	%		17.98	%
PL Real Estate Fund
4/1/2011 - 9/30/2011 (6)	$	11.46	$	0.05		$	(1.63	)	$	(1.58	)	$	—		$	—		$	—		$	9.88		(13.79	%)	$	41,397		1.18	%		1.05	%		0.82	%		12.96	%
4/1/2010 - 3/31/2011		9.24		0.08			2.23			2.31			(0.09	)		—			(0.09	)		11.46		25.16	%		41,860		1.34	%		1.14	%		0.77	%		32.30	%
4/1/2009 - 3/31/2010		4.60		0.12			4.64			4.76			(0.12	)		—			(0.12	)		9.24		104.32	%		36,352		1.76	%		1.45	%		1.68	%		26.55	%
4/1/2008 - 3/31/2009		11.25		0.15			(6.65	)		(6.50	)		(0.15	)(9)		—			(0.15	)		4.60		(58.24	%)		20,775		1.89	%		1.51	%		1.79	%		42.37	%
4/1/2007 - 3/31/2008		14.94		0.13			(2.77	)		(2.64	)		(0.18	)		(0.87	)		(1.05	)		11.25		(18.03	%)		37,872		2.03	%		1.65	%		1.02	%		34.98	%
4/1/2006 - 3/31/2007		12.89		0.04			3.01			3.05			(0.05	)		(0.95	)		(1.00	)		14.94		24.19	%		31,504		2.42	%		1.89	%		0.27	%		36.83	%
PL Emerging Markets Fund
4/1/2011 - 9/30/2011 (6)	$	14.68	$	0.12		$	(3.13	)	$	(3.01	)	$	—		$	—		$	—		$	11.67		(20.50	%)	$	68,907		1.43	%		0.95	%		1.68	%		14.52	%
4/1/2010 - 3/31/2011		12.19		0.11			2.64			2.75			(0.26	)		—			(0.26	)		14.68		22.53	%		64,270		1.56	%		1.04	%		0.80	%		45.98	%
4/1/2009 - 3/31/2010		6.54		0.06			5.66			5.72			(0.07	)		—			(0.07	)		12.19		87.45	%		47,714		2.15	%		1.35	%		0.57	%		55.24	%
4/1/2008 - 3/31/2009		13.58		0.11			(5.39	)		(5.28	)		(0.07	)		(1.69	)		(1.76	)		6.54		(42.31	%)		30,820		2.34	%		1.42	%		1.18	%		61.50	%
4/1/2007 - 3/31/2008		13.01		0.07			2.32			2.39			(0.05	)		(1.77	)		(1.82	)		13.58		17.21	%		47,633		2.38	%		1.55	%		0.46	%		60.20	%
4/1/2006 - 3/31/2007		12.00		0.06			1.56			1.62			(0.05	)		(0.56	)		(0.61	)		13.01		14.49	%		51,376		2.81	%		1.78	%		0.49	%		58.31	%
PL International Large-Cap Fund
4/1/2011 - 9/30/2011 (6)	$	15.37	$	0.18		$	(2.89	)	$	(2.71	)	$	—		$	—		$	—		$	12.66		(17.63	%)	$	167,705		1.18	%		1.00	%		2.45	%		14.65	%
4/1/2010 - 3/31/2011		13.83		0.16			1.52			1.68			(0.14	)		—			(0.14	)		15.37		12.36	%		138,033		1.30	%		1.09	%		1.16	%		33.73	%
4/1/2009 - 3/31/2010		9.17		0.16			4.64			4.80			(0.14	)		—			(0.14	)		13.83		52.64	%		108,002		1.72	%		1.40	%		1.26	%		24.61	%
4/1/2008 - 3/31/2009		15.55		0.17			(6.37	)		(6.20	)		(0.06	)		(0.12	)		(0.18	)		9.17		(40.24	%)		65,124		1.82	%		1.46	%		1.39	%		25.95	%
4/1/2007 - 3/31/2008		16.64		0.19			(0.34	)		(0.15	)		(0.15	)		(0.79	)		(0.94	)		15.55		(1.17	%)		96,049		1.99	%		1.60	%		1.18	%		28.23	%
4/1/2006 - 3/31/2007		15.45		0.28			2.49			2.77			(0.30	)		(1.28	)		(1.58	)		16.64		18.70	%		76,806		2.38	%		1.84	%		1.77	%		47.87	%

See Notes to Financial Statements See explanation of references on B-15

B-14

PACIFIC LIFE FUNDS
FINANCIAL HIGHLIGHTS (Continued) (1)
Selected per share, ratios and supplemental data for each year or period ended were as follows:

	Investment Activities										Distributions									Ratios/Supplemental Data
																														Ratios
																											Ratios			of
	Net																			Net					Net		of			Expenses			Ratios
	Asset				Net															Asset					Assets,		Expenses			After			of Net
	Value,				Realized						Distributions									Value,					End of		Before			Expense			Investment
	Beginning		Net		and			Total			from			Distributions						End of					Year or		Expense			Reductions			Income
	of Year		Investment		Unrealized			from			Net			from						Year					Period		Reductions			to Average			(Loss) to			Portfolio
	or		Income		Gain			Investment			Investment			Capital			Total			or		Total			(in		to Average			Net Assets			Average			Turnover
For the Year or Period Ended	Period		(Loss) (2)		(Loss)			Activities			Income			Gains			Distributions			Period		Returns (3)			thousands)		Net Assets (4)			(4), (5)			Net Assets (4)			Rates
PL International Value Fund (10)
4/1/2011 - 9/30/2011 (6)	$	9.51	$	0.16	$	(2.07	)	$	(1.91	)	$	—		$	—		$	—		$	7.60		(20.08	%)	$	94,365		1.02	%		0.80	%		3.63	%		28.15	%
4/1/2010 - 3/31/2011		9.19		0.18		0.35			0.53			(0.21	)		—			(0.21	)		9.51		5.99	%		90,242		1.14	%		0.90	%		2.01	%		149.95	%
4/1/2009 - 3/31/2010		6.14		0.19		3.00			3.19			(0.14	)		—			(0.14	)		9.19		52.10	%		86,284		1.56	%		1.20	%		2.28	%		59.92	%
4/1/2008 - 3/31/2009		12.82		0.26		(6.72	)		(6.46	)		(0.22	)		(0.00	)(8)		(0.22	)		6.14		(50.74	%)		78,604		1.58	%		1.27	%		2.82	%		31.43	%
4/1/2007 - 3/31/2008		14.39		0.22		(1.38	)		(1.16	)		(0.13	)		(0.28	)		(0.41	)		12.82		(8.27	%)		124,055		1.72	%		1.40	%		1.50	%		17.40	%
4/1/2006 - 3/31/2007		15.30		0.16		2.48			2.64			(0.14	)		(3.41	)		(3.55	)		14.39		18.40	%		77,127		2.08	%		1.64	%		1.04	%		108.86	%

(1)	All the funds, except for the PL Floating Rate Income Fund, covered in this report currently offer Class P shares only. Effective July 2, 2010, all Class A shares of these funds were converted to Class P shares (See Note 1 in Notes to Financial Statements). Performance information prior to the conversion for these funds pertains to Class A shares and reflects the fees and expenses associated with that share class. The PL Floating Rate Income Fund commenced operations on June 30, 2011, and currently offers Class I shares only.
(2)	Net investment income (loss) per share has been calculated using the average shares method with the exception of the PL Main Street Core and PL Emerging Markets Funds for the fiscal year ended March 31, 2007.
(3)	The total returns include reinvestment of all dividends and capital gain distributions, if any, and do not include deductions of any applicable sales charges. Total returns are not annualized for periods less than one full year.
(4)	The ratios are annualized for periods of less than one full year.
(5)	The ratios of expenses after expense reductions to average net assets are after any advisory fee waivers and adviser expense reimbursements as discussed in Note 3 and Note 5, respectively, in Notes to the Financial Statements.
(6)	Unaudited.
(7)	Prior to July 1, 2008, the PL Mid-Cap Equity Fund was named PL Mid-Cap Value Fund. (8) Amount represents less than $0.005 per share or less than 0.005%.
(9)	Includes return of capital distribution of $0.01 per share.
(10)	Prior to May 1, 2006, the PL International Value Fund was named PF Lazard International Value Fund.

See Notes to Financial Statements

B-15

PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

1. ORGANIZATION

     Pacific Life Funds (the “Trust”) is a Delaware statutory trust, which was formed on May 21, 2001, and is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as an open-end management investment company. Pacific Life Fund Advisors LLC (“PLFA” or “Adviser”) serves as investment advisor to the Trust. As of September 30, 2011, the Trust was comprised of twenty-five separate funds, eighteen of which are covered by this report (each individually, a “Fund”, and collectively the “Funds”): PL Floating Rate Loan Fund, PL Inflation Managed Fund, PL Managed Bond Fund, PL Short Duration Bond Fund, PL Comstock Fund, PL Growth LT Fund, PL Large-Cap Growth Fund, PL Large-Cap Value Fund, PL Main Street^® Core Fund (Main Street is a registered trademark of OppenheimerFunds, Inc.), PL Mid-Cap Equity Fund, PL Mid-Cap Growth Fund, PL Small-Cap Growth Fund, PL Small-Cap Value Fund, PL Real Estate Fund, PL Emerging Markets Fund, PL International Large-Cap Fund, and PL International Value Fund (collectively the “PL Underlying Funds”); and PL Floating Rate Income Fund.

     The PL Floating Rate Income Fund currently offers Class I shares only. Class I shares are sold at Net Asset Value (“NAV”) without an initial sales charge. Presently, the only shareholders of the PL Floating Rate Income Fund are the Adviser and certain of its affiliates.

     Effective July 2, 2010, all Class A Shares of PL Underlying Funds were converted to Class P Shares within the Trust. The PL Underlying Funds offer Class P shares only, which are sold at NAV. Presently, only the PL Portfolio Optimization Conservative Fund, PL Portfolio Optimization Moderate-Conservative Fund, PL Portfolio Optimization Moderate Fund, PL Portfolio Optimization Moderate-Aggressive Fund, and PL Portfolio Optimization Aggressive Fund (collectively, the “Portfolio Optimization Funds”), and the Adviser and certain of its affiliates can invest in the PL Underlying Funds.

     The semi-annual report for the Portfolio Optimization Funds is not included in this report; there is a separate semi-annual report for the Portfolio Optimization Funds, which is available without charge. For information on how to obtain the shareholder report for the Portfolio Optimization Funds, see the Where to Go for More Information section of this report on page D-6.

2. SIGNIFICANT ACCOUNTING POLICIES

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

     The Trust implemented the additional disclosure requirements under the Accounting Standards Update No. 2010-06, Improving Disclosures about Fair Value Measurements, issued by the Financial Accounting Standards Board (“FASB”) in January 2010. The update amends FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, and requires entities to disclose amounts and reasons for significant transfers between Level 1 and Level 2 in the fair value hierarchy and inputs and valuation techniques used to determine Level 2 and Level 3 fair value measurements, and to separately present purchases, sales, issuances and settlements in their reconciliation of Level 3 fair value measurements (i.e., to present such items on a gross basis rather than on a net basis) (see required disclosures in Note 11 and in the Notes to Schedule of Investments section of each Fund’s Schedule of Investments).

     A. DETERMINATION OF NET ASSET VALUE

     Each Fund is divided into shares. The price of a Fund’s shares is called NAV per share. The NAV forms the basis for all transactions involving buying, selling, exchanging or reinvesting shares. Each Fund’s NAV per share is calculated by taking the total value of a Fund’s assets (the value of the securities and other investments a Fund holds), subtracting a Fund’s liabilities, and dividing by the total number of shares outstanding. 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. The valuation of investments held by the Trust is discussed in further detail below.

     Each Fund’s NAV per share is calculated once a day, every day the New York Stock Exchange (“NYSE”) is open, including days when foreign markets are closed. For purposes of calculating the NAV, all investments are generally calculated 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 NAV has been calculated on a particular day will not normally be used to retroactively adjust the price of an investment or the NAV determined earlier that day.

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

     B. INVESTMENT VALUATION

     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 Trust’s Board of Trustees (the “Board”):

     Money Market Instruments and Short-Term Investments

     Money market instruments and short-term investments maturing within 60 days are valued at amortized cost, in accordance with the 1940 Act. Amortized cost involves valuing an investment at cost on the date of acquisition and thereafter assuming a constant accretion of a

C-1

PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

discount or amortization of a premium to maturity, regardless of the impact of fluctuating interest rates on the market value of the instrument. While this method provides consistency in valuation, (and may only be used if it approximates market value), it may result in periods during which value, as determined by amortized cost, is higher or lower than the price that would be received if the Fund sold the investment. Fund investments in other mutual funds for temporary cash purposes are valued at their respective NAVs.

     Domestic Equity Investments

     For domestic equity investments, the Trust uses the last reported sale price or official closing price received shortly after the NYSE close and does not normally take into account trading, clearances or settlements that take place after the NYSE close.

     Foreign Equity Investments

     Foreign equity investments are normally priced based on data reflecting the closing of the principal markets or market participants for those investments, which may be earlier than the NYSE close. The Trust then may adjust for market events that occur between the close of certain foreign exchanges and the NYSE. The Trust has retained an independent statistical service approved by the Board to assist in determining the value of certain foreign equity securities. This service utilizes proprietary computer models based on historical performance of markets and other considerations to determine the appropriate adjustments for market events. Quotations of foreign investments in foreign currencies and those valued using foreign currency rates are converted into U.S. dollar equivalents using a foreign exchange quotation from an approved source.

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

     OTC investments, including options contracts and listed investments for which no sales are reported, are generally valued at the mean between the most recent bid and ask prices obtained from a quotation and valuation reporting system, from established market makers, or from broker-dealers. OTC swap contracts are generally valued by approved pricing and quotation services, that use evaluated prices determined from various observable market and other factors. Certain OTC swap contracts are valued by other pricing processes approved by the Board.

     Domestic and Foreign Fixed Income Investments

     Fixed income investments are generally valued by approved pricing and quotation services using the mean between the bid and ask prices, which are based on evaluated prices determined from various observable market and other factors. Certain bonds are valued by a benchmark, matrix, or other pricing processes approved by the Board.

     Investment Values Determined by a Trustee Valuation Committee or a Valuation Committee Approved by the Board

     The Board has adopted procedures (“Trust Procedures”) that include methodologies approved for valuing investments in circumstances where market quotations are not readily available. In such circumstances, a Trustee Valuation Committee or other valuation committee will determine the value of such investments in accordance with alternative valuation methodologies under the Trust Procedures which may include, among others, the use of broker quotes, the use of a purchase price for initial public offerings, proration rates, and benchmark and matrix pricing. In the event market quotations or Board approved alternate valuation methodologies are not readily available or reliable, the value of the investments will be determined in good faith by a Trustee Valuation Committee or determined by a valuation committee approved by the Board or a delegate of the Board. Valuations determined by a Trustee Valuation Committee or other valuation committee may require subjective inputs about the value of such investments. While these valuations are intended to estimate the value a Fund might reasonably expect to receive upon the current sale of the investments in the ordinary course, such values may differ from the value that a Fund would actually realize if the investments were sold.

     Market quotes are considered not readily available if: (1) the market quotations received are deemed unreliable or inaccurate, (2) approved pricing services do not provide a valuation for a particular investment, or (3) material events occur after the close of the principal market for a particular investment but prior to the close of the NYSE.

     C. 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 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 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 their 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 2H) 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 deferred and 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 included in interest income in the Statements of Operations when received. Realized gains and losses from securities transactions are recorded on the basis of identified cost, which is also used for

C-2

PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

Federal income tax purposes. Gains and losses realized on principal paydowns from mortgage- and asset-backed securities are recorded as interest income in the Statements of Operations.

     D. DISTRIBUTIONS TO SHAREHOLDERS

     The Funds declare and pay dividends on net investment income at least annually, except for the PL Floating Rate Income Fund. Dividends, if any, are generally declared and paid monthly for the PL Floating Rate Income Fund. Dividends may be declared more or less frequently if advantageous to the specific Fund and its shareholders. All realized capital gains are distributed at least annually for each Fund.

     Dividends on net investment income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. GAAP. These differences are primarily due to differing treatments for futures and options, foreign currency transactions, passive foreign investment companies, post-October 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 paid-in capital. Dividends and distributions paid to shareholders are recorded on the ex-dividend date.

     E. FOREIGN CURRENCY TRANSLATION

     Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the financial statement period. Purchases and sales of securities, interest income, dividends, and variation margin, 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 securities held. Such changes are included with the net realized gain or loss and change in net unrealized appreciation or depreciation in the Statements of Operations. Other foreign currency transactions resulting in realized and unrealized gain or loss, if any, are reported separately as net realized gain or loss and change in net unrealized appreciation or depreciation on foreign currencies in the Statements of Operations.

     F. EXPENSE ALLOCATION

     General expenses of the Trust are allocated to each Fund in proportion to its relative average daily net assets. Expenses directly attributable to a particular Fund are charged directly to that Fund.

     G. OFFERING COSTS

     A new Fund bears all costs (or the applicable pro-rata share if there is more than one new Fund) associated with the offering expenses of the Fund including legal, printing and support services (see Note 3). All such costs are amortized as an expense of the new Fund on a straight-line basis over twelve months from commencement of operations.

     H. 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 these investments 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 investment. Events in the financial markets have the potential to cause increased volatility and uncertainty, which may impact the value of each Fund’s investments. Due to interdependencies between markets, events in one market may adversely impact other markets or issuers in unforeseen ways. As a result, the value of a Fund’s investments may be adversely affected by events in the markets, either directly or indirectly, and each Fund is exposed to potential decreases in the value of those investments. In addition, traditionally liquid investments may experience periods of diminished liquidity. Governmental and regulatory responses to market events may impair either the Adviser’s or a sub-adviser’s ability to pursue certain investment techniques or strategies and may have unexpected consequences on particular markets, strategies, or investments. Future events may impact a Fund in unforeseen ways, leading a Fund to alter its existing strategies or, potentially, to liquidate and close.

     The price of equity investments changes 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 noted above.

     Fixed income (debt) investments are affected primarily by the financial condition of the companies or other entities that have issued them and by changes in interest rates, although the factors noted above may also have a significant impact on fixed income (debt) investments. There is a risk that an issuer of a Fund’s fixed income (debt) investments may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high yield/high-risk bonds, i.e. bonds with low credit ratings by Moody’s (Ba or lower) or Standard & Poor’s (BB and lower) or no rating, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Certain asset-backed instruments, such as collateralized debt obligations, collateralized mortgage obligations and other mortgage related securities, structured investment vehicles and other debt investments may have exposure to subprime loans or subprime mortgages, which are loans to persons with lower credit ratings. These instruments may present credit risk that is not transparent and that is greater than indicated by their ratings. The value of these instruments may be more acutely affected by downturns in the credit markets or the real estate market than certain other investments, and it may be difficult to value these instruments because of a thin secondary market.

C-3

PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

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

     Illiquid Investments

     Each Fund may not invest in illiquid securities and illiquid bank loans (collectively, “Illiquid Investments”) if as a result of such investment, more than 15% of its net assets, taken at market value at the time of such investment, would be invested in Illiquid Investments. The term “Illiquid Investments” for this purpose means investments that cannot be disposed of within seven days in the ordinary course of business at approximately the amount at which a Fund has valued the investments. Illiquid Investments may be difficult to value and difficult to sell, which means a Fund may not be able to sell such investments quickly for their full value. The value of Illiquid Investments held by each Fund as of September 30, 2011 was less than 15% of its net assets.

     Senior Loan Participations and Assignments

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

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

     When a Fund purchases a participation of a Senior Loan interest, the Fund typically enters into a contractual agreement with the lender or other third party selling the participation. A participation interest in Senior Loans includes the right to receive payments of principal, interest and any fees to which it is entitled from the lender and only upon receipt by the lender of payments from the Borrower, but not from the Borrower directly. When holding 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 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, 2011, no participation interest in Senior Loans was held by any of the Funds.

     Inflation-Indexed Bonds

     Certain Funds may invest in inflation-indexed bonds. Inflation-indexed bonds are fixed income (debt) securities whose principal value is periodically adjusted to the rate of inflation. The interest rate on these bonds is generally fixed at issuance at a rate lower than typical bonds. Over the life of an inflation indexed bond, however, interest will be paid based on a principal value, which is adjusted for inflation. Any increase or decrease in the principal amount of an inflation-indexed bond will result in an adjustment of interest income in the Statements of Operations.

     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 portfolio or pool of mortgages, mortgage pass-through securities, U.S. Government securities or other assets. The value of some mortgage-related and asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose a Fund to a lower rate of return upon reinvestment of principal. The value of these securities may fluctuate in response to the market’s perception of the creditworthiness of the issuers. Additionally, although mortgage and mortgage-related securities are generally supported by some form of government or private guarantee and/or insurance, there is no assurance that private guarantors or issuers will meet their obligations.

     Mortgage dollar rolls, principally on a forward commitment basis, involve a Fund selling mortgage-backed securities for delivery in the current month and simultaneously contracting to repurchase similar, but not identical securities at an agreed-upon price on a fixed date in the future. A Fund accounts for such dollar rolls as purchases and sales and receives compensation as consideration for entering into the

C-4

PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

commitment to repurchase. A Fund must maintain liquid securities having a value not less than the repurchase price (including accrued interest) for such dollar rolls. The market value of the securities that a Fund is required to purchase may decline below the agreed upon repurchase price of those securities.

     SMBS represent a participation in, or are secured by and payable from, mortgage loans on real property, and may be structured in classes with rights to receive varying proportions of principal and interest. SMBS include interest-only securities (“IOs”), which receive all of the interest, and principal-only securities (“POs”), which receive the entire principal. The cash flows and yields on IOs are extremely sensitive to the rate of principal payments (including prepayments) on the underlying mortgage loans. If the underlying mortgages experience higher than anticipated prepayments, an investor in IOs of SMBS may fail to recoup fully its initial investment, even if the IOs are highly rated or are derived from securities guaranteed by the U.S. Government. Unlike other fixed-income and other mortgage-backed securities, the market value of IOs tends to move in the same direction as interest rates. As prepayments on the underlying mortgages of POs increase, the yields on POs increase. Payments received from IOs are included in interest income in the Statements of Operations. 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 in the Statements of Operations. 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 reported as interest income in the Statements of Operations.

     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 net asset value of the Funds’ shares. Some U.S. Government securities, such as Treasury bills, notes and bonds, and securities guaranteed by the Government National Mortgage Association (“GNMA” or “Ginnie Mae”), are supported by the full faith and credit of the United States 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. 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 United States Government) include FNMA and the Federal Home Loan Mortgage Corporation (“FHLMC” or “Freddie Mac”). FNMA is a government-sponsored corporation, the common stock of which is owned entirely by private stockholders. FNMA purchases conventional (i.e., not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers which include state and federally chartered savings and loan associations, mutual savings banks, commercial banks and credit unions and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to timely payment of principal and interest by FNMA, but are not backed by the full faith and credit of the United States 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 United States Government.

     When-Issued Securities

     Certain Funds may purchase and sell securities on a when-issued basis. These transactions are made conditionally because a security, although authorized, has not yet been issued in the market. A commitment by a Fund is made regarding these transactions to purchase or sell securities for a predetermined price or yield, with payment and delivery taking place beyond the customary settlement period. A Fund may sell when-issued securities before they are delivered, which may result in a capital gain or loss. Risk may arise upon entering these contracts from the potential inability of a counterparty to meet the terms of their contracts, or if the issuer does not issue the securities due to political, economic, or other factors.

     Delayed-Delivery Transactions

     Certain Funds may purchase or sell securities on a delayed-delivery basis. Payment and delivery may take place after the customary settlement period for that security. The price or yield of the underlying securities is fixed at the time the transaction is negotiated. When delayed-delivery purchases are outstanding, a Fund will set aside, and maintain until the settlement date in a segregated account, liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed-delivery basis, a Fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its NAV. A Fund may dispose of or renegotiate a delayed-delivery transaction after it is entered into, and may sell delayed-delivery securities before they are delivered, which may result in a capital gain or loss. When a Fund has sold a security on a delayed-delivery basis, the Fund does not participate in future gains and losses with respect to the security.

     Short Sales

     Certain Funds may enter into short sales. A short sale is a transaction in which a Fund sells securities it does not own. A Fund’s use of short sales involves the risk that the price of the security in the open market may be higher when purchased to close out the Fund’s short position, resulting in a loss to the Fund. Such a loss is theoretically unlimited because there is no limit on the potential increase in the price of a security or guarantee as to the price at which the manager would be able to purchase the security in the open market.

C-5

PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

     When a Fund sells securities short, it must borrow those securities to make delivery to the buyer. The Fund incurs an expense for such borrowing. The Fund may not be able to purchase a security that it needs to deliver to close out a short position at an acceptable price. This may result in losses and/or require the Fund to sell long positions before the manager had intended. A Fund may not be able to successfully implement its short sale strategy, which may limit its ability to achieve its investment goal, due to limited availability of desired or eligible securities, the cost of borrowing securities, regulatory changes limiting or barring short sales, or for other reasons. Securities sold in short sale transactions and the interest and dividends payable on such securities, if any, are reflected as a liability in the Statements of Assets and Liabilities.

     The use of proceeds received from selling short to purchase additional securities (long positions), results in leverage which may increase a Fund’s exposure to long positions. Leverage could magnify gains and losses and, therefore, increases a Fund’s volatility.

     Repurchase Agreements

     Certain Funds may invest in repurchase agreements. Repurchase agreements permit the investor to maintain liquidity and earn income over periods of time as short as overnight. Repurchase agreements held by a Fund are fully collateralized by U.S. Government securities, or securities issued by U.S. Government agencies, or securities that are within the three highest credit categories assigned by established rating agencies (Aaa, Aa, or A by Moody’s or AAA, AA or A by Standard & Poor’s) or, if not rated by Moody’s or Standard & Poor’s, are of equivalent investment quality as determined by the investment adviser or the applicable portfolio manager. Such collateral is in the possession of the Trust’s custodian or a designated broker-dealer. The collateral is evaluated daily to ensure its market value equals or exceeds the current market value of the repurchase agreements including accrued interest. In the event of default on the obligation to repurchase, a Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation.

     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 reflected as a liability on the Statements of Assets and Liabilities. Interest payments made are recorded as a component of interest expense on the Statements of Operations. 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 investment adviser or otherwise cover its obligations under reverse repurchase agreements.

     Derivative Investments

     Certain Funds are permitted to invest in derivative investments, including, but not limited to futures contracts, options contracts, forward foreign currency contracts, interest rate swaps and credit default swaps (see Note 12 for a detailed discussion on derivative investments).

     I. RECENT ACCOUNTING PRONOUNCEMENTS

     In April 2011, FASB issued the Accounting Standards Update No. 2011-3, Transfers and Servicing (Topic 860): Reconsideration of Effective Control for Repurchase Agreements. Topic 860 already provided guidelines on when an entity should recognize a sale when it transfers financial assets subject to repurchase agreements and similar agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. The update modifies the criteria for determining effective control of transferred assets and as a result certain agreements may now be accounted for as secured borrowings. The update is effective for the first interim or annual periods beginning on or after December 15, 2011. The amendments should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Management is currently evaluating the impact, if any, that this update will have on the Trust’s financial statements.

     In May 2011, FASB issued Accounting Standards Update No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This update includes common requirements for measurement of and disclosure about fair value between U.S. GAAP and International Financial Reporting Standards. This update will require reporting entities to disclose the following information for fair value measurements categorized within Level 3 of the fair value hierarchy: quantitative information about the unobservable inputs used in the fair value measurement, the valuation processes used by the reporting entity and a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs. In addition, this update will require reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. Management is currently evaluating the impact, if any, that the implementation of this update will have on the Trust’s financial statement disclosures.

C-6

PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

3. INVESTMENT ADVISORY, ADMINISTRATION AND SHAREHOLDER SERVICES, AND DISTRIBUTION AGREEMENTS

     Pursuant to an Investment Advisory Agreement, PLFA, a wholly-owned subsidiary of Pacific Life Insurance Company (“Pacific Life”), serves as investment adviser to the Trust. PLFA manages the PL Floating Rate Income Fund under the name Pacific Asset Management. For the PL Underlying Funds, PLFA has retained other management firms to sub-advise each Fund, as discussed later in this section. PLFA receives advisory fees from each Fund based on the following advisory fee rates, which are based on an annual percentage of average daily net assets of each Fund:

PL Floating Rate Income	0.65%	PL Growth LT	0.55%	PL Small-Cap Growth	0.60%
PL Floating Rate Loan (1)	0.75%	PL Large-Cap Growth (3)	0.75%	PL Small-Cap Value	0.75%
PL Inflation Managed	0.40%	PL Large-Cap Value	0.65%	PL Real Estate	0.90%
PL Managed Bond	0.40%	PL Main Street Core	0.45%	PL Emerging Markets	0.80%
PL Short Duration Bond	0.40%	PL Mid-Cap Equity	0.65%	PL International Large-Cap	0.85%
PL Comstock (2)	0.75%	PL Mid-Cap Growth	0.70%	PL International Value	0.65%

(1)	Effective July 1, 2010, PLFA has contractually agreed to waive 0.10% of its advisory fees through June 30, 2012 as long as Eaton Vance Management remains manager of the Fund. There is no guarantee that PLFA will continue such waiver after that date.
(2)	Effective January 1, 2011, PLFA has contractually agreed to waive 0.015% of its advisory fees through June 30, 2012 as long as Invesco Advisers, Inc. remains manager of the Fund. There is no guarantee that PLFA will continue such waiver after that date.
(3)	PLFA has contractually agreed to waive 0.025% of its advisory fees through June 30, 2012 as long as UBS Global Asset Management (Americas) Inc. remains manager of the Fund. There is no guarantee that PLFA will continue such waiver after that date.

     Pursuant to Fund Management Agreements, the Trust and PLFA engage various management firms under PLFA’s supervision for the PL Underlying Funds. As of September 30, 2011, the following firms serve as sub-advisers for their respective Fund: Eaton Vance Management for the PL Floating Rate Loan Fund; Pacific Investment Management Company LLC for the PL Inflation Managed and PL Managed Bond Funds; T. Rowe Price Associates, Inc. for the PL Short Duration Bond Fund; Invesco Advisers, Inc. for the PL Comstock Fund; Janus Capital Management LLC for the PL Growth LT Fund; UBS Global Asset Management (Americas) Inc. for the PL Large-Cap Growth Fund; ClearBridge Advisors, LLC for the PL Large-Cap Value Fund; OppenheimerFunds, Inc. for the PL Main Street Core and PL Emerging Markets Funds; Lazard Asset Management LLC for the PL Mid-Cap Equity Fund; Morgan Stanley Investment Management Inc. for the PL Mid-Cap Growth and PL Real Estate Funds; Fred Alger Management, Inc. for the PL Small-Cap Growth Fund; NFJ Investment Group LLC for the PL Small-Cap Value Fund; MFS Investment Management for the PL International Large-Cap Fund; and J.P. Morgan Investment Management Inc. for the PL International Value Fund; PLFA, as investment 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% of average daily net assets. 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 investment adviser’s responsibilities under the Administration Agreement and Investment Advisory Agreement. Under the Support Services Agreement, the Trust compensated Pacific Life and PLFA for their expenses in providing support services to the Trust in connection with various matters, some of which include the time spent by legal, accounting, and compliance personnel of PLFA (including individuals who may be officers or Trustees of the Trust), to attend meetings of the Board and to provide assistance with the coordination and supervision in connection with the services procured for the Trust under the Administration Agreement. Support services do not include any services for which PLFA is responsible pursuant to the Investment Advisory Agreement. The Trust reimbursed Pacific Life and PLFA for these support services on an approximate cost basis.

     Pursuant to a Distribution Agreement, Pacific Select Distributors, Inc. (the “Distributor”), a wholly owned subsidiary of Pacific Life, serves as distributor of the Trust’s shares. 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. Currently, all Funds and share classes covered in this report do not incur a distribution and/or service fee.

4. TRUSTEE COMPENSATION

     The Trust pays the independent trustees of the Board retainer fees and specified amounts for various Board and committee services and for chairing the committees.

C-7

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 “Deferred Compensation Plan”). The Deferred Compensation 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 Deferred Compensation Plan. Deferral amounts are treated as though equivalent dollar amounts had been invested in shares of certain Funds. An independent trustee who defers compensation has the option to select credit rate options that track the performance, at NAV of Class A shares of the corresponding Portfolio Optimization Funds, PL Income Fund and/or PL Money Market Fund, and/or Class P shares of the corresponding PL Underlying Funds. The obligation of each Fund under the Deferred Compensation Plan (the “DCP Liability”) is included in “Accrued trustees’ fees and expenses and deferred compensation” in the Statements of Assets and Liabilities. 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 included in “Trustees’ fees and expenses” in the Statements of Operations. For the six-month period ended September 30, 2011, such expenses decreased by $5,741 for all applicable Funds covered in this report as a result of the market value depreciation on such accounts. As of September 30, 2011, the total amount in the DCP Liability accounts was $42,571 for all applicable Funds covered in this report.

5. EXPENSE REDUCTIONS

     To help limit the Trust’s expenses, PLFA has entered into expense limitation agreements with the Trust and has contractually agreed to reduce its fees or otherwise reimburse each Fund for its operating expenses (including the administration fee and organizational expenses, but not including investment advisory fees; distribution and/or service fees; dividends on securities sold short; acquired fund fees and expenses; taxes (including foreign taxes on dividends, interest or gains); interest; brokerage commissions and other transactional expenses; extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of each Fund’s business) that exceed an annual rate based on a percentage of a Fund’s average daily net assets. The current expense cap for the PL Underlying Funds is 0.15% through June 30, 2014, and 0.30% from July 1, 2014 through June 30, 2021.

The current expense cap for the PL Floating Rate Income Fund is 0.15% through June 30, 2014.

     The investment adviser expense reimbursement for the six-month period ended September 30, 2011 for each Fund covered in this report was as follows:

	Investment
	Adviser
	Expense
Fund	Reimbursements (1)
PL Floating Rate Income	$	38,654
PL Floating Rate Loan		62,191
PL Inflation Managed		141,971
PL Managed Bond		265,419
PL Short Duration Bond		76,847
PL Comstock		88,631
PL Growth LT		82,644
PL Large-Cap Growth		54,218
PL Large-Cap Value		109,763
PL Main Street Core		79,911
PL Mid-Cap Equity		72,370
PL Mid-Cap Growth		44,129
PL Small-Cap Growth		34,047
PL Small-Cap Value		47,325
PL Real Estate		30,074
PL Emerging Markets		158,756
PL International Large-Cap		130,936
PL International Value		106,002
Total	$	1,623,888

(1) As of September 30, 2011, $290,854 remained due from the investment adviser as reflected on the Statements of Assets and Liabilities.

     There is no guarantee that PLFA will continue to cap expenses upon the expiration of the applicable expense caps. Any reimbursement is subject to repayment to PLFA for a period of time as permitted under regulatory and/or accounting guidance (currently 3 years from the end of the fiscal year in which the reimbursement or reduction took place), to the extent such expenses fall below the expense cap in future years. Any amounts repaid to PLFA will have the effect of increasing such expenses of the Fund, but not above the expense cap.

C-8

PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

     The cumulative reimbursement and reduction amounts, if any, as of September 30, 2011 that are subject to repayment for each Fund covered in this report are as follows:

	Expiration Date
Fund	3/31/2012		3/31/2013		3/31/2014		3/31/2015
PL Floating Rate Income	$	—	$	—	$	—	$	38,654
PL Floating Rate Loan		55,422		98,235		161,181		62,191
PL Inflation Managed		341,417		308,763		329,563		141,971
PL Managed Bond		472,001		502,729		558,213		265,419
PL Short Duration Bond		150,950		164,724		164,455		76,847
PL Comstock		214,389		214,415		194,706		88,631
PL Growth LT		229,867		216,805		154,975		82,644
PL Large-Cap Growth		94,718		120,503		112,128		54,218
PL Large-Cap Value		175,460		216,004		228,247		109,763
PL Main Street Core		370,309		266,417		176,595		79,911
PL Mid-Cap Equity		195,175		177,580		153,964		72,370
PL Mid-Cap Growth		138,724		115,208		116,589		44,129
PL Small-Cap Growth		131,007		96,729		73,729		34,047
PL Small-Cap Value		120,502		92,384		92,291		47,325
PL Real Estate		118,370		94,439		72,505		30,074
PL Emerging Markets		347,289		319,937		270,343		158,756
PL International Large-Cap		296,673		286,639		255,021		130,936
PL International Value		325,469		289,342		200,306		106,002
Total	$	3,777,742	$	3,580,853	$	3,314,811	$	1,623,888

     Due to the current regulatory and/or accounting guidance, all expense reimbursements made by the investment adviser for the period September 28, 2001 (the Pacific Life Funds’ commencement date of operations) to March 31, 2008 expired for future recoupment as of March 31, 2011. Based on the Trust’s experience, the likelihood of repayment by a Fund for the amounts presented in the table above prior to the expiration is considered remote and no liabilities for such repayments were recorded by any Fund as of September 30, 2011. The investment adviser expense reimbursement is presented in the Statements of Operations.

6. TRANSACTIONS WITH AFFILIATES

     The Funds covered in this report have incurred $6,815,938 of investment advisory fees (after advisory fee waivers of $71,586, see Note 3) payable to PLFA, $1,756,691 of administration fees payable to the Administrator, and $229,306 of expenses for support services provided by Pacific Life and PLFA (at approximate cost, see Note 3), for the six-month period ended September 30, 2011. As of September 30, 2011, $1,099,270, $284,313 and $80,232, respectively, remained payable. As of September 30, 2011, Pacific Life owned 100% of the Class I shares outstanding of the PL Floating Rate Income Fund.

7. FEDERAL INCOME TAX INFORMATION

     Each Fund intends to continue to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code and distribute substantially all its taxable income and capital gains to its shareholders. Each Fund presented in the first table below declared and paid sufficient dividends on net investment income and capital gains distributions during the year ended March 31, 2011, to qualify as a RIC and is not required to pay Federal income tax. 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 on a tax basis and may differ from such amounts for financial reporting purposes (see Note 2D). 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-9

PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

     Net capital loss carryovers and post-October capital losses, if any, as of March 31, 2011, are available to offset future realized capital gains and thereby reduce future capital gains distributions. Post-October foreign currency losses, if any, will offset future net investment income and thereby reduce future ordinary income distributions. The net capital loss carryovers and the post-October capital and foreign currency losses deferred as of March 31, 2011, were as follows:

													Post-			Post-October			Accumulated
	Net Capital												October			Currency			Capital and
	Loss			Net Capital Loss Carryover Expiring on March 31									Capital Loss			Loss			Other
Fund	Carryover			2017			2018			2019			Deferral			Deferral			Losses
PL Floating Rate Loan	$	(386,480	)	$	—		$	(386,480	)	$	—		$	(130,156	)	$	—		$	(516,636	)
PL Inflation Managed		—			—			—			—			—			(382,597	)		(382,597	)
PL Managed Bond		—			—			—			—			(2,240,453	)		—			(2,240,453	)
PL Short Duration Bond		—			—			—			—			(68,841	)		—			(68,841	)
PL Comstock		(29,683,301	)		(9,468,854	)		(20,214,447	)		—			—			—			(29,683,301	)
PL Growth LT		(18,995,216	)		—			(18,995,216	)		—			—			(76,558	)		(19,071,774	)
PL Large-Cap Value		(16,713,668	)		(5,885,797	)		(10,501,973	)		(325,898	)		—			—			(16,713,668	)
PL Main Street Core		(29,547,120	)		(7,632,949	)		(21,914,171	)		—			—			—			(29,547,120	)
PL Mid-Cap Equity		(14,498,290	)		(3,028,634	)		(11,469,656	)		—			—			—			(14,498,290	)
PL Small-Cap Growth		(7,701,433	)		(1,817,790	)		(5,883,643	)		—			—			—			(7,701,433	)
PL Small-Cap Value		(6,682,677	)		—			(6,682,677	)		—			—			(86	)		(6,682,763	)
PL Real Estate		(9,963,671	)		—			(9,963,671	)		—			—			(1	)		(9,963,672	)
PL Emerging Markets		(117,646	)		—			(117,646	)		—			—			(20,049	)		(137,695	)
PL International Large-Cap		(13,101,020	)		(2,153,723	)		(8,295,134	)		(2,652,163	)		—			(6,734	)		(13,107,754	)
PL International Value		(45,785,977	)		(7,035,726	)		(38,750,251	)		—			—			(103,518	)		(45,889,495	)

     The aggregate Federal tax cost of investments and the composition of unrealized appreciation and depreciation on investments and net unrealized appreciation and/or depreciation on derivatives and assets and liabilities in foreign currencies as of September 30, 2011, were as follows:

			Gross		Gross			Net Unrealized			Net Unrealized
	Total Cost of		Unrealized		Unrealized			Appreciation			Appreciation			Net Unrealized
	Investments		Appreciation		Depreciation			(Depreciation)			(Depreciation)			Appreciation
Fund	on Tax Basis		on Investments		on Investments			on Investments			on Other (1)			(Depreciation)
PL Floating Rate Income	$	37,809,541	$	76,709	$	(1,684,357	)	$	(1,607,648	)	$	(4,375	)	$	(1,612,023	)
PL Floating Rate Loan		93,548,269		301,094		(2,907,960	)		(2,606,866	)		—			(2,606,866	)
PL Inflation Managed		336,664,839		6,718,299		(4,844,866	)		1,873,433			175,788			2,049,221
PL Managed Bond		468,495,532		9,186,774		(14,171,950	)		(4,985,176	)		2,244,095			(2,741,081	)
PL Short Duration Bond		125,788,551		556,860		(889,073	)		(332,213	)		3,512			(328,701	)
PL Comstock		188,795,290		10,677,040		(19,358,832	)		(8,681,792	)		—			(8,681,792	)
PL Growth LT		81,664,893		9,400,142		(8,327,088	)		1,073,054			130,989			1,204,043
PL Large-Cap Growth		85,243,081		14,080,527		(5,632,658	)		8,447,869			—			8,447,869
PL Large-Cap Value		203,432,910		23,517,223		(15,851,202	)		7,666,021			1,978			7,667,999
PL Main Street Core		144,844,901		16,967,729		(10,314,481	)		6,653,248			(47	)		6,653,201
PL Mid-Cap Equity		141,503,859		4,814,688		(12,805,895	)		(7,991,207	)		—			(7,991,207	)
PL Mid-Cap Growth		52,590,112		8,321,852		(4,560,965	)		3,760,887			(81	)		3,760,806
PL Small-Cap Growth		28,488,126		3,910,899		(2,619,376	)		1,291,523			—			1,291,523
PL Small-Cap Value		68,656,136		8,532,792		(5,803,376	)		2,729,416			(328	)		2,729,088
PL Real Estate		35,544,312		8,055,817		(1,945,484	)		6,110,333			—			6,110,333
PL Emerging Markets		66,857,211		6,977,904		(4,954,332	)		2,023,572			(43,856	)		1,979,716
PL International Large-Cap		170,900,104		9,725,019		(13,728,840	)		(4,003,821	)		(7,250	)		(4,011,071	)
PL International Value		112,996,216		327,118		(16,256,342	)		(15,929,224	)		(674,496	)		(16,603,720	)

(1) Other includes net appreciation or depreciation on derivatives, securities sold short, unfunded loan commitment, and assets and liabilities in foreign currencies, if any.

     As of and during the year ended March 31, 2011, none of the Funds had liabilities for any unrecognized tax benefits. During the year ended March 31, 2011, none of the Funds incurred any interest or penalties. Each Fund’s tax returns remain subject to examination by Federal and State tax authorities (principal state jurisdictions include California and Delaware) for the tax years ended March 31, 2009 through March 31, 2011 for Federal purposes and March 31, 2008 through March 31, 2011 for State purposes.

     On December 22, 2010, The Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was signed into law. The Modernization Act modifies several of the Federal income and excise tax provisions related to RICs. Under the Modernization Act, new capital losses may now be carried forward indefinitely, and retain the character of the original loss as compared with pre-enactment law

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NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

where capital losses could be carried forward for eight years, and carried forward as short-term capital losses, irrespective of the character of the original loss.

     The Modernization Act contains simplification provisions aimed at preventing disqualification of a RIC for “inadvertent” failures of the asset diversification and/or qualifying income tests, exempts RICs from the preferential dividend rule, and repeals the 60-day designation requirement for certain types of pay-through income and gains. The Modernization Act also contains several provisions aimed at preserving the character of distributions made by a fiscal year RIC during the portion of its taxable year ending after October 31 or December 31, reducing the circumstances under which a RIC might be required to file amended Forms 1099 to restate previously reported distributions. Except for the simplification provisions related to RIC qualification, the Modernization Act is effective for taxable years beginning after December 22, 2010. The provisions related to RIC qualification are effective for taxable years for which the extended due date of the tax return is after December 22, 2010.

8. TAX CHARACTER OF DISTRIBUTIONS AND COMPONENTS OF DISTRIBUTABLE EARNINGS

The tax character of distributions paid during the six-month period ended September 30, 2011, were as follows:

	Distributions Paid From
	Ordinary		Long-Term		Total
Fund	Income		Capital Gains		Distributions
PL Floating Rate Income	$	322,059	$	—	$	322,059

     The tax character of distributions paid during the year ended March 31, 2011, were as follows:

	Distributions Paid From
	Ordinary		Long-Term		Total
Fund	Income		Capital Gains		Distributions
PL Floating Rate Loan	$	2,039,771	$	—	$	2,039,771
PL Inflation Managed		7,414,873		—		7,414,873
PL Managed Bond		16,002,758		2,900,507		18,903,265
PL Short Duration Bond		939,371		239,146		1,178,517
PL Comstock		1,377,486		—		1,377,486
PL Large-Cap Value		2,525,491		—		2,525,491
PL Main Street Core		914,905		—		914,905
PL Mid-Cap Equity		924,425		—		924,425
PL Mid-Cap Growth		1,329,323		3,924,652		5,253,975
PL Small-Cap Value		707,726		—		707,726
PL Real Estate		338,875		—		338,875
PL Emerging Markets		940,708		—		940,708
PL International Large-Cap		1,187,271		—		1,187,271
PL International Value		2,011,876		—		2,011,876

     As of March 31, 2011, the components of distributable earnings on a tax basis were as follows:

	Accumulated			Undistributed		Undistributed		Net
	Capital and			Ordinary		Long-Term		Unrealized
Fund	Other Losses			Income		Capital Gains		Appreciation
PL Floating Rate Loan	$	(516,636	)	$	891,140	$	—	$	1,791,436
PL Inflation Managed		(382,597	)		2,277,307		—		1,958,679
PL Managed Bond		(2,240,453	)		2,813,425		—		4,419,093
PL Short Duration Bond		(68,841	)		268,953		—		433,343
PL Comstock		(29,683,301	)		494,759		—		27,887,673
PL Growth LT		(19,071,774	)		536,158		—		19,813,274
PL Large-Cap Growth		—			—		43,089		22,863,618
PL Large-Cap Value		(16,713,668	)		882,666		—		43,082,769
PL Main Street Core		(29,547,120	)		399,720		—		28,928,750
PL Mid-Cap Equity		(14,498,290	)		126,064		—		26,505,351
PL Mid-Cap Growth		—			510,442		2,483,401		19,552,549
PL Small Cap Growth		(7,701,433	)		—		—		9,336,634
PL Small-Cap Value		(6,682,763	)		253,578		—		17,560,968
PL Real Estate		(9,963,672	)		—		—		13,622,278
PL Emerging Markets		(137,695	)		79,552		—		19,040,008
PL International Large-Cap		(13,107,754	)		1,107,327		—		26,611,916
PL International Value		(45,889,495	)		559,041		—		4,377,469

     The components of the accumulated capital and other losses as of March 31, 2011, are summarized in Note 7.

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NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

9. UNFUNDED SENIOR LOAN COMMITMENTS

     Unfunded loan commitments on senior loan participations and assignments (Note 2H), 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 and change in net unrealized appreciation or depreciation on unfunded loan commitments for the reporting period is reflected on the Statements of Assets and Liabilities and the Statements of Operations, respectively. As of September 30, 2011, the PL Floating Rate Income Fund had an unfunded loan commitment of $498,750 (see details in Note (c) in the Notes to Schedule of Investments).

10. PURCHASES AND SALES OF SECURITIES

     The cost of purchases and proceeds from sales of securities (excluding short-term investments) for the six-month period ended September 30, 2011, were as follows:

	U.S. Government Securities				Other Securities
Fund	Purchases		Sales		Purchases		Sales
PL Floating Rate Income	$	—	$	—	$	47,886,610	$	14,339,862
PL Floating Rate Loan		—		—		30,483,586		20,440,822
PL Inflation Managed		535,519,052		508,887,333		23,143,493		22,116,740
PL Managed Bond		923,627,996		811,182,515		92,472,075		24,060,681
PL Short Duration Bond		117,675,880		140,991,194		61,101,275		18,674,438
PL Comstock		—		—		57,924,517		20,401,758
PL Growth LT		—		—		54,752,831		66,889,025
PL Large-Cap Growth		—		—		44,399,609		37,951,044
PL Large-Cap Value		—		—		38,179,412		23,635,100
PL Main Street Core		—		—		63,039,332		44,592,513
PL Mid-Cap Equity		—		—		83,437,755		57,031,249
PL Mid-Cap Growth		—		—		17,111,099		10,988,008
PL Small-Cap Growth		—		—		13,601,014		9,015,276
PL Small-Cap Value		—		—		17,960,967		9,230,200
PL Real Estate		—		—		11,873,332		5,687,477
PL Emerging Markets		—		—		32,024,082		9,445,804
PL International Large-Cap		—		—		82,372,387		21,997,242
PL International Value		—		—		52,890,100		26,399,900

11. 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. 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 inputs or methodologies used for valuing each Fund’s investments are not necessarily an indication of the risks associated with investing in those investments. For example, investments of money market instruments are valued using amortized cost in accordance with the rules under the 1940 Act. Generally, amortized cost approximates the current fair value of an investment, but since the value is not obtained from a quoted price in an active market, such Investments are reflected as Level 2. Foreign investments that are valued with the assistance of a statistical research service approved by the Board, and based on significant observable inputs (as described in Note 2B) are reflected as Level 2. For fair valuations using significant unobservable inputs, the Trust provides 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 of Level 3 are based on values at end of period. For the six-month period ended September 30, 2011, there were no significant transfers between Level 1, Level 2, and Level 3 for any of the Funds. A summary of each Fund’s investments as of September 30, 2011 as categorized under the three-tier hierarchy of inputs 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.

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(Unaudited)

     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 mutual funds are valued at their respective NAV and are categorized as Level 1.

     U.S. Treasury Obligations

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

     Mortgage-Backed Securities and Asset-Backed Securities

     Mortgage-backed securities, including government sponsored enterprises, are fair valued using pricing models based on inputs that include issuer type, coupon, and cash flows, mortgage prepayment projection tables and Adjustable Rate Mortgage evaluations that incorporate index data, periodic and life caps, and 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 takes into account, among other factors, information received from market makers and broker-dealers, current trades, bid-want 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 regularly 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 generally comprise 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, and options adjusted spread models that include base curve and spread curve inputs. Adjustments to individual bonds can be applied to recognize trading differences compared to other bonds issued by the same issuer. 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.

     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.

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NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

     Options Contracts

     Exchange listed options contracts are traded on securities exchanges and are fair valued based on quoted prices from the applicable exchange, and to the extent valuation adjustments are not applied or mean variation to exchange listed options contracts, they are categorized as Level 1. If valuation adjustments are applied and such adjustments are observable and timely, the fair values of exchange listed options contracts would be categorized as Level 2; otherwise the fair values would be categorized as Level 3. Options contracts traded over the counter (“OTC”) are fair valued based on either broker-dealer quotations or pricing models that incorporate various inputs such as interest rates, credit spreads, currency exchange rates and volatility measurements for in-the-money, at-the-money, and out-of-the-money contracts based on a given strike price. To the extent that these inputs are observable and timely, the fair values of OTC options contracts would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

     Forward Foreign Currency Contracts

     Forward foreign currency contracts are fair valued using various inputs and techniques, which include broker-dealer quotations, actual trading information, and foreign currency exchange rates gathered from leading market makers and foreign currency exchange trading centers throughout the world. 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 are fair valued using pricing models that are based on real-time intraday 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 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 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

     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 dealers or valued relative to other benchmark securities when broker-dealer quotes are unavailable. To the extent that these inputs are observable, the fair values of Senior Loans would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

     Short-Term Investments

     Short-term investments maturing within 60 days are valued using amortized cost, which is used if it approximates market value, and are reflected as Level 2. Repurchase agreements are fully collateralized. The collateral is evaluated daily to ensure its market value equals or exceeds the current market value of the repurchase agreements including accrued interest.

12. DERIVATIVE INVESTMENTS CATEGORIZED BY RISK EXPOSURE

     Derivative instruments are investments whose values are tied to the value of an underlying security or asset, a group of assets, interest rates, exchange rates, currency or an index. Certain Funds are permitted to invest in derivative instruments, including, but not limited to, futures contracts, options contracts, forward foreign currency contracts, interest rate swaps, and credit default swaps. Derivatives may have little or no initial cash investment value relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost. This is sometimes referred to as leverage. Leverage can magnify a Fund’s gains and losses and therefore increase its volatility. A Fund’s investments in derivatives may increase, decrease or change the level or types of exposure to certain risk factors. The primary risks a Fund may attempt to manage through investing in derivative instruments include, but are not limited to, interest rate, foreign investments and currency, price volatility, and credit (including counterparty) risks.

     Market Risks Managed By Investing in Derivatives

     Interest rate risk - A Fund may be exposed to interest rate risk through investments in fixed income securities. Interest rate risk is the risk that fixed income securities will decline in value as a result of changes in interest rates. For example, the value of bonds, fixed rate loans and short-term money market instruments may decline in value when interest rates rise. Fixed income securities with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than fixed income securities with shorter durations or money market instruments. Therefore, duration is a potentially useful tool to measure the sensitivity of a fixed income security’s yield (market price to interest rate movement). To manage these risks, certain Funds may invest in derivative instruments tied to interest rates.

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PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

     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 currencies.

     Price volatility risk - Derivatives tied to equity and fixed income securities are exposed to potential price volatility. Fixed income securities are affected by many factors, including prevailing interest rates, market conditions and market liquidity. Volatility of below investment grade fixed income securities (including loans) may be relatively greater than for investment grade fixed income securities. Equity securities tend to go up or down in value, sometimes rapidly and unpredictably. The prices of equity securities change in response to many factors, including a company’s historical and prospective earnings, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity. Due to the complexities of markets, events in one market or sector may adversely impact other markets or sectors. To manage these risks, certain Funds may invest in various derivative instruments. Derivative instruments may be used to manage a Fund’s exposure to price volatility risk but may also be subject to greater price volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.

     Credit and Counterparty risk - Credit risk is the risk that a fixed income security’s issuer (or borrower or counterparty) will be unable or unwilling to meet its financial obligations (e.g. may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or may go bankrupt. This is also sometimes described as counterparty risk. A Fund may lose money if the issuer or guarantor of fixed income security, or counterparty of a derivative contract, repurchase or reverse repurchase agreement, or a loan of Fund securities, is unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. A Fund may attempt to minimize concentrations of credit risk by undertaking transactions with a large number of borrowers or counterparties on recognized and reputable exchanges. A Fund’s investments in fixed income (debt) investments may range in quality from those rated in the lowest category in which it is permitted to invest to those rated in the highest category by a rating agency, or if unrated, determined by the manager to be of comparable quality. Similar to credit risk, a Fund may be exposed to counterparty risk, or the risk that an institution or other entity with which a Fund has unsettled or open transactions with default.

     Financial assets of counterparties, which potentially expose a Fund to counterparty risk, consists mainly of cash due from counterparties and investments. Certain managers may attempt to minimize credit risks to a Fund by performing extensive reviews of each counterparty, entering into transactions with counterparties that the manager believes to be creditworthy at the time of the transaction and requiring the posting of collateral in applicable transactions. To manage these risks, certain Funds may invest in derivative instruments tied to a security issuers’ financial strength.

     A Fund’s transactions in listed securities are settled/paid for upon delivery with their counterparties. Therefore, the risk of counterparty default for listed securities is considered minimal, as delivery of securities sold is only made once a Fund has received payment. Payment is made on a purchase once the securities have been delivered by the counterparty. The trade will fail if either party fails to meet its obligations.

     Credit Related Contingent Features

     Certain Funds are parties to various agreements, including but not limited to International Swaps and Derivatives Agreements, Master Repurchase Agreements, and Master Securities Forward Transactions Agreements (collectively “Master Agreements”), which govern the terms of certain transactions with select counterparties. These Master Agreements generally include provisions for general obligations, representations, agreements, collateral and certain events of default or termination, such as credit related contingent features. These provisions reduce the counterparty risk associated with relevant transactions by allowing a Fund or its counterparties to elect to terminate early and cause settlement of all outstanding transactions if a triggering event occurs under the applicable Master Agreement. These triggering events include, but are not limited to, bankruptcy, failure to make timely payments, restructuring, obligation acceleration, obligation default, a material decline in net assets, decline in credit rating or repudiation/moratorium. Thus, if a credit related contingent feature is triggered, it would allow a Fund or its counterparty to close out all transactions under the agreement and demand payment or additional collateral to cover their exposure to the other counterparty. Any election made by a counterparty to early terminate a transaction could have a material adverse impact on a Fund’s financial statements. To reduce credit and counterparty risk associated with transactions, a Fund may enter into master netting arrangements to the extent that if an event of default occurs, all amounts with the counterparty are terminated and settled on a net basis. A Fund’s overall exposure to credit risk, subject to master netting arrangements, can change substantially within a short period, as it is affected by each transaction subject to the arrangement.

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PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

     Derivative Investments

     In addition to managing the market risks described above, certain Funds, if permitted by their investment objectives, may also invest in derivatives for purposes of hedging, duration management, as a substitute for securities, to increase returns, or to otherwise help achieve a Fund’s investment goal. Each derivative instrument and the reasons the Funds invested in derivatives during the reporting period are discussed in further detail below.

     Futures Contracts

     A futures contract is a commitment to buy or sell a specific amount of a financial instrument or commodity at a negotiated price on a specified future date. Futures contracts are subject to the possibility of illiquid markets, and the possibility of an imperfect correlation between the value of the instruments and the underlying securities. Initial margin deposits are made upon entering into futures contracts and can be funded with either cash or securities. During the period a futures contract is open, changes in the value of the contract are recognized as unrealized appreciation or depreciation by marking-to-market on a daily basis to reflect the market value of the contract at the end of each day’s trading. Variation margin receivables or payables represent the difference between the change in unrealized appreciation and depreciation on the open contracts and the cash deposits made on the margin accounts. When the contract is closed, a Fund records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Fund’s cost of the contract. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

     During the reporting period, the Funds entered into futures contracts for the following reasons: The PL Inflation Managed and PL Managed Bond Funds used financial and money market futures as a means of managing exposure to the securities markets or to movements in interest rates. The PL Short Duration Bond Fund entered into treasury futures to manage duration and maintain exposure to the securities markets. The PL International Value Fund entered into futures contracts to maintain full exposure to the equity markets.

     Options Contracts

     An options contract is a commitment that gives the purchaser of the contract the right, but not the obligation, to buy or sell an underlying asset at a specific price on or before a specified future date. In turn, the writer of an options contract is obligated, upon the exercise of the option, to buy or sell an underlying asset at a specific price on or before a specified future date. A swaption is an option contract granting the owner the right to enter into an underlying swap. Inflation-capped options are options on U.S. Inflation at a stated strike price. The seller of an inflation capped option receives an upfront premium and in return the buyer receives the right to receive a payment at the expiration of the option if the cumulative annualized inflation rate over the life of the option is above (for caps) or below (for floors) the stated strike price. The purpose of inflation-capped options is to protect the buyer from inflation erosion above a certain rate on a given notional exposure. A floor can be used to give downside protection to investments in inflation-linked products below a certain rate on a given notional exposure. Writing put options or purchasing call options tends to increase a Fund’s exposure to the underlying instrument. Writing call options or purchasing put options tends to decrease a Fund’s exposure to the underlying instrument. When a Fund writes or purchases a call, put, or inflation-capped option, an amount equal to the premium received or paid by the Fund is included in a Fund’s Statement of Assets and Liabilities as a liability or an investment, respectively, and subsequently adjusted to the current market value, based on the quoted daily settlement price of the option written or purchased. Certain options may be written or purchased with premiums to be determined on a future date. The premiums for these options are based upon implied volatility parameters at specified terms. Premiums received or paid from writing or purchasing options, which expire unexercised, are treated by a Fund on the expiration date as realized gains or losses. The difference between the premium and the amount paid or received on a closing purchase or sale transaction, including brokerage commissions, is also treated as a realized gain or loss. If an option is exercised, the premium paid or realized is added to the cost of the purchase or proceeds from the sale in determining whether the Fund has realized a gain or loss on investment transactions. A Fund, as a writer of an option, may have no control over whether the underlying instrument may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the underlying written option. In addition, an illiquid market may make it difficult for a Fund to close out an option contract.

     The maximum risk of loss associated with writing put options is limited to the exercised fair value of the option contract. The maximum risk of loss associated with writing call options is potentially unlimited. Listed options contracts present minimal counterparty credit risk since they are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded options, guarantees the options against default. A Fund’s maximum risk of loss from counterparty credit risk related to OTC options contracts is limited to the premium paid. During the reporting period, the Funds entered into option contracts for the following reasons: The PL Inflation Managed and PL Managed Bond Funds sold or wrote options and swaptions on futures, currencies, volatility and swaps, as a means of capitalizing on anticipated changes in market volatility and to generate income. Both Funds also sold or wrote inflation floors as a means of hedging duration.

     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

C-16

PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

entering an offsetting contract. A Fund’s maximum risk of loss from counterparty credit risk related to Forward Contracts is the fair value of the contract. The risk may be mitigated to some extent if a master netting arrangement between a Fund and the counterparty is in place and to the extent a Fund obtains collateral to cover the Fund’s exposure to the counterparty.

     During the reporting period, the Funds entered into Forward Contracts for the following reasons: The PL Inflation Managed and PL Managed Bond Funds entered into Forward Contracts in connection with settling planned purchases or sales of securities, to hedge the currency exposure associated with some or all of a Fund’s securities or as part of each Funds’ investment strategy. The PL Short Duration Bond Fund entered into Forward Contracts for hedging purposes to insulate the Fund’s returns against adverse currency movements, and to increase exposure to a foreign currency the manager believed to be appreciating in value versus other currencies. The PL Growth LT Fund entered into Forward Contracts for hedging purposes to protect the Fund’s returns against adverse currency movements. The PL International Value Fund entered into Forward Contracts to manage currency risk and for hedging purposes to insulate the Fund’s returns against adverse currency movements.

     Swaps

     Swaps are privately negotiated agreements between the Funds and their counterparties to exchange cash flows, assets, foreign currencies or market-linked returns at specified intervals. 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. Unrealized appreciation is recorded as an asset and unrealized depreciation is recorded as a liability on the Statements of Assets and Liabilities. 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 in the Statements of Operations. Payments received or made at the beginning of the measurement period are reflected as such in the Statements of Assets and Liabilities 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 included in the calculation of realized gain or loss in the Statements of Operations, when the swap is closed. A liquidation payment received or made at the termination of the swap is recorded as realized gain or loss in the Statements of Operations. Net periodic payments received by a Fund are included as part of realized gain or loss in the Statements of Operations.

     Interest Rate Swaps

     Interest rate swap agreements involve the exchange by a Fund with another party of their respective commitments to pay or receive interest with respect to the notional amount of principal. Certain forms of interest rate swap agreements may include: (i) interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or “cap”, (ii) interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified rate, or “floor”, (iii) interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels, (iv) callable interest rate swaps, under which the counterparty may terminate the swap transaction in whole at zero cost by a predetermined date and time prior to the maturity date, (v) spreadlocks, which allow the interest rate swap users to lock in the forward differential (or spread) between the interest rate swap rate and a specified benchmark, or (vi) basis swaps, under which two parties can exchange variable interest rates based on different money markets.

     Certain Funds hold fixed rate bonds whose value may decrease if interest rates rise. To help hedge against this risk and to maintain the ability to generate income at prevailing market rates, certain Funds enter into interest rate swap agreements.

     A Fund investing in interest rate swaps is subject to the risk that there is no liquid market for these agreements, that the counterparties may default on their obligations to perform or disagree as to the meaning of the contractual terms in the agreements, or that there may be unfavorable changes in interest rates. A Fund’s maximum risk of loss from counterparty credit risk related to interest rate swaps is the discounted net value of the cash flows to be received from/paid to the counterparty over the contract’s remaining life, to the extent that the amount is positive. The risk may be mitigated to some extent if a master netting arrangement between a Fund and the counterparty is in place and to the extent a Fund obtains collateral to cover the Fund’s exposure to the counterparty.

     During the reporting period, the Funds entered into interest rate swaps for the following reasons: The PL Inflation Managed and PL Managed Bond Funds entered into interest rate swaps to manage nominal or real interest rate exposure in various global markets or as a substitute for cash bond exposure.

     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.

C-17

PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

     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 or sovereign issues of an emerging country 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 or sovereign issues of an emerging country to provide a measure of protection against defaults of the issuers (i.e., to reduce risk where a Fund owns or has exposure to the referenced obligation) or to take an active long or short position with respect to the likelihood of a particular issuer’s default.

     Credit default swap agreements on asset-backed securities involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a default or other credit event. Unlike credit default swaps on corporate and sovereign issues of an emerging country, deliverable obligations in most instances would be limited to the specific referenced obligation as performance for asset-backed securities can vary across deals. Prepayments, principal paydowns, and other writedowns or loss events on the underlying mortgage loans will reduce the outstanding principal balance of the referenced obligation. These reductions may be temporary or permanent as defined under the terms of the swap agreement and the notional amount for the swap agreement will be adjusted by corresponding amounts. A Fund may use credit default swaps on asset-backed securities to provide a measure of protection against defaults of the referenced obligation or to take an active long or short position with respect to the likelihood of a particular referenced obligation’s default.

     Credit default swap agreements on credit indices involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising the credit index. Credit default swap 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 or sovereign issues of an emerging country 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.

C-18

PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

     A Fund may use pair trades of credit default swaps. Pair trades attempt to match a long position with a short position of two securities in the same market sector for hedging purposes. Pair trades of credit default swaps attempt to gain exposure to credit risk while hedging or offsetting the effects of overall market movements. For example, a Fund may purchase protection through a credit default swap referenced to the debt of an issuer, and simultaneously selling protection through a credit default swap referenced to the debt of a different issuer with the intent to realize gains from the pricing differences of the two issuers who are expected to have similar market risks.

     A Fund may use spread curve trades by simultaneously purchasing and selling protection through credit default swaps referenced to the same issuer but with different maturities. Spread curves attempt to gain exposure to credit risk on a forward basis by realizing gains on the expected differences in spreads.

     A Fund’s maximum risk of loss from counterparty credit risk related to credit default swaps, either as the buyer or seller of protection, is the fair value of the contract. The risk may be mitigated to some extent if a master netting arrangement between a Fund and the counterparty is in place and to the extent a Fund obtains collateral to cover the Fund’s exposure to the counterparty.

     The aggregate fair value of credit default swaps in a net liability position is reflected as unrealized depreciation and is disclosed in the Notes to Schedules of Investments. The collateral posted, net of assets received as collateral, for swap contracts is also disclosed in the Notes to Schedules of Investments. The maximum potential amount of future payments (undiscounted) that a Fund as a seller of protection could be required to make under a credit default swap agreement is an amount equal to the notional amount of the agreement. Notional amounts of all credit default swap agreements outstanding as of September 30, 2011 for which a Fund is the seller of protection are disclosed in the Notes to Schedules of Investments. These potential amounts are partially offset by any recovery values of the respective referenced obligations, upfront payments received upon entering into the agreement, or net amounts received from the settlement of buy protection credit default swap agreements entered into by a Fund for the same referenced entity or entities.

     During the reporting period, the Funds entered into credit default swaps for the following reasons: The PL Inflation Managed and PL Managed Bond Funds sold credit protection through credit default swaps to increase exposure to the credit risk of individual securities or to the broader investment grade, high yield, or emerging market through the use of credit default swaps on credit indices. Both Funds also purchased credit protection to reduce credit exposure to individual issuers, reduce broader credit risk, or to take advantage of the basis between the credit default swap and the cash bond market.

     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, 2011 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 the Funds during the six-month period ended September 30, 2011 .

     The following is a summary of the location of fair value amounts of derivative investments on the Trust’s Statements of Assets and Liabilities:

	Location on the Statements of Assets and Liabilities
Derivative Investments Type	Asset Derivative Investments	Liability Derivative Investments
Interest rate contracts	Investments, at value	Outstanding options written, at value
	Receivable: Variation margin	Payable: Variation margin
	Swap contracts, at value	Swap contracts, at value
Foreign currency contracts	Investments, at value	Outstanding options written, at value
	Receivable: Variation margin	Payable: Variation margin
	Forward foreign currency contracts appreciation	Forward foreign currency contracts depreciation
Credit contracts	Swap contracts, at value	Swap contracts, at value
Equity contracts	Investments, at value	Outstanding options written, at value
	Receivable: Variation margin	Payable: Variation margin

     The following is a summary of fair values of derivative investments on the Statements of Assets and Liabilities, which are not accounted for as hedging investments under U.S. GAAP, categorized by primary risk exposure as of September 30, 2011:

	Asset Derivative Investments Value
							Foreign		Interest
	Total Value at		Credit		Equity		Currency		Rate
Fund	September 30, 2011		Contracts		Contracts		Contracts		Contracts
PL Inflation Managed	$	2,151,563	$	271,874	$	—	$	1,059,146	$	820,543	*
PL Managed Bond		8,459,068		464,313		—		2,428,603		5,566,152	*
PL Short Duration Bond		13,305		—		—		13,305		—
PL Growth LT		128,825		—		—		128,825		—
PL International Value		1,265,988		—		—		1,265,988		—

C-19

PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

	Liability Derivative Investments Value
									Foreign			Interest
	Total Value at			Credit			Equity		Currency			Rate
Fund	September 30, 2011			Contracts			Contracts		Contracts			Contracts
PL Inflation Managed	$	(1,977,303	)	$	(231,955	)	$	—	$	(1,173,065	)	$	(572,283)	*
PL Managed Bond		(6,975,317	)		(2,697,981	)		—		(3,466,021	)		(811,315)	*
PL Short Duration Bond		(8,178	)		—			—		—			(8,178)	*
PL Growth LT		(323	)		—			—		(323	)		—
PL International Value		(1,965,086	)		—			—		(1,965,086	)		—

* Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedules of Investments and their notes. Only current day’s variation margin is reported within the Statements of Assets & Liabilities.

     The following is a summary of the location of realized gains and losses and changes in net unrealized appreciation and depreciation of derivative investments on the Trust’s Statements of Operations:

Derivative Investments Type	Location of Gain (Loss) on Derivative Investments Recognized in the Statements of Operations
Interest rate contracts	Net realized gain (loss) on investment security transactions
Equity contracts	Net realized gain (loss) on futures contracts and swap transactions
	Net realized gain (loss) on written option transactions
	Change in net unrealized appreciation (depreciation) on investment securities
	Change in net unrealized appreciation (depreciation) on futures contracts and swaps
	Change in net unrealized appreciation (depreciation) on written options
Foreign currency contracts	Net realized gain (loss) on investment security transactions
	Net realized gain (loss) on futures contracts and swap transactions
	Net realized gain (loss) on written option transactions
	Net realized gain (loss) on foreign currency transactions
	Change in net unrealized appreciation (depreciation) on investment securities
	Change in net unrealized appreciation (depreciation) on futures contracts and swaps
	Change in net unrealized appreciation (depreciation) on written options
	Change in net unrealized appreciation (depreciation) on foreign currencies
Credit contracts	Net realized gain (loss) on futures contracts and swap transactions
	Change in net unrealized appreciation (depreciation) on futures contracts and swaps

     The following is a summary of each Fund’s realized gain and/or loss and change in net unrealized appreciation and/or depreciation on derivative investments recognized in the Statements of Operations categorized by primary risk exposure for the six-month period ended September 30, 2011:

	Realized Gain (Loss) on Derivative Investments Recognized in the Statements of Operations
								Foreign			Interest
				Credit		Equity		Currency			Rate
Fund	Total			Contracts		Contracts		Contracts			Contracts
PL Inflation Managed	$	1,869,369		$	387,193	$	—	$	1,407,351		$	74,825
PL Managed Bond		(979,645	)		640,001		—		1,833,214			(3,452,860	)
PL Short Duration Bond		15,801			—		—		—			15,801
PL Growth LT		(39,136	)		—		—		(39,136	)		—
PL International Value		1,002,797			—		24,711		1,264,220			(286,134	)

	Change in Net Unrealized Appreciation (Depreciation) on
	Derivative Investments Recognized in the Statements of Operations
									Foreign			Interest
				Credit			Equity		Currency			Rate
Fund	Total			Contracts			Contracts		Contracts			Contracts
PL Inflation Managed	$	535,341		$	(450,042	)	$	—	$	417,400		$	567,983
PL Managed Bond		1,063,575			(2,809,572	)		—		(1,416,243	)		5,289,390
PL Short Duration Bond		31,893			—			—		13,305			18,588
PL Growth LT		168,091			—			—		168,091			—
PL International Value		(786,075	)		—			972		(787,047	)		—

C-20

PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

13. SHARES OF BENEFICIAL INTEREST

     Each Fund is authorized to issue an unlimited number of shares of beneficial interest with no par value. Changes in shares of beneficial interest of each Fund for the six-month period ended September 30, 2011 and the year ended March 31, 2011 were as follows:

	PL Floating Rate			PL Floating Rate						PL Inflation						PL Managed
	Income Fund (1)			Loan Fund (2)						Managed Fund (2)						Bond Fund (2)
	Period ended		Year ended	Period ended			Year ended			Period ended			Year ended			Period ended			Year ended
	9/30/2011		3/31/2011	9/30/2011			3/31/2011			9/30/2011			3/31/2011			9/30/2011			3/31/2011
Class A
Shares sold								783,698						1,955,632						3,125,323
Dividends and distribution reinvested								59,430						192,834						476,813
Shares repurchased								(26,716	)					(481,900	)					(717,827	)
Converted to Class P shares								(6,194,222	)					(16,468,262	)					(24,830,341	)
Net decrease								(5,377,810	)					(14,800,696	)					(21,946,032	)
Beginning shares outstanding								5,377,810						14,800,696						21,946,032
Ending shares outstanding								—						—						—
Class P
Shares sold					1,170,088			2,473,194			1,639,381			6,605,011			3,726,897			11,171,594
Dividends and distributions reinvested					—			147,193			—			529,088			—			1,296,521
Shares repurchased					(493,908	)		(314,282	)		(2,788,756	)		(1,823,688	)		(2,480,586	)		(2,036,265	)
Converted from Class A Shares					—			6,194,222			—			16,468,262			—			24,830,341
Net increase (decrease)					676,180			8,500,327			(1,149,375	)		21,778,673			1,246,311			35,262,191
Beginning shares outstanding					8,500,327			—			21,778,673			—			35,262,191			—
Ending shares outstanding					9,176,507			8,500,327			20,629,298			21,778,673			36,508,502			35,262,191
Class I
Shares sold		3,494,423
Dividends and distribution reinvested		—
Shares repurchased		33,595
Net increase		3,528,018
Beginning shares outstanding		—
Ending shares outstanding		3,528,018

	PL Short Duration						PL Comstock						PL Growth						PL Large-Cap
	Bond Fund (2)						Fund (2)						LT Fund (2)						Growth Fund (2)
	Period ended			Year ended			Period ended			Year ended			Period ended			Year ended			Period ended			Year ended
	9/30/2011			3/31/2011			9/30/2011			3/31/2011			9/30/2011			3/31/2011			9/30/2011			3/31/2011
Class A
Shares sold					1,426,601						840,641						515,246						565,551
Dividends and distribution reinvested					22,578						25,075						—						—
Shares repurchased					(94,972	)					(199,075	)					(175,781	)					(200,745	)
Converted to Class P shares					(8,923,737	)					(12,653,081	)					(8,299,570	)					(8,286,576	)
Net decrease					(7,569,530	)					(11,986,440	)					(7,960,105	)					(7,921,770	)
Beginning shares outstanding					7,569,530						11,986,440						7,960,105						7,921,770
Ending shares outstanding					—						—						—						—
Class P
Shares sold		1,385,103			4,291,769			3,259,037			2,223,407			1,101,584			1,755,602			1,280,723			3,571,915
Dividends and distributions reinvested		—			95,117			—			99,619			—			—			—			—
Shares repurchased		(869,289	)		(1,239,556	)		(336,291	)		(1,248,603	)		(2,463,550	)		(752,995	)		(240,154	)		(1,122,789	)
Converted from Class A Shares		—			8,923,737			—			12,653,081			—			8,299,570			—			8,286,576
Net increase (decrease)		515,814			12,071,067			2,922,746			13,727,504			(1,361,966	)		9,302,177			1,040,569			10,735,702
Beginning shares outstanding		12,071,067			—			13,727,504			—			9,302,177			—			10,735,702			—
Ending shares outstanding		12,586,881			12,071,067			16,650,250			13,727,504			7,940,211			9,302,177			11,776,271			10,735,702

C-21

PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

	PL Large-Cap						PL Main Street						PL Mid-Cap						PL Mid-Cap
	Value Fund (2)						Core Fund (2)						Equity Fund (2)						Growth Fund (2)
	Period ended			Year ended			Period ended			Year ended			Period ended			Year ended			Period ended			Year ended
	9/30/2011			3/31/2011			9/30/2011			3/31/2011			9/30/2011			3/31/2011			9/30/2011			3/31/2011
Class A
Shares sold					1,490,054						1,015,605						949,982						117,550
Dividends and distribution reinvested					51,066						12,032						5,986						66,283
Shares repurchased					(329,474	)					(18,854	)					(377,103	)					(620,970	)
Converted to Class P shares					(16,781,975	)					(17,231,149	)					(12,316,799	)					(6,101,628	)
Net decrease					(15,570,329	)					(16,222,366	)					(11,737,934	)					(6,538,765	)
Beginning shares outstanding					15,570,329						16,222,366						11,737,934						6,538,765
Ending shares outstanding					—						—						—						—
Class P
Shares sold		2,613,822			4,330,848			1,873,236			2,582,319			3,378,595			1,862,192			571,955			860,631
Dividends and distributions reinvested		—			190,557			—			82,836			—			89,164			—			495,234
Shares repurchased		(1,004,006	)		(1,591,279	)		(333,581	)		(4,310,264	)		(275,201	)		(1,283,576	)		(211,810	)		(1,187,382	)
Converted from Class A Shares		—			16,781,975			—			17,231,149			—			12,316,799			—			6,101,628
Net increase		1,609,816			19,712,101			1,539,655			15,586,040			3,103,394			12,984,579			360,145			6,270,111
Beginning shares outstanding		19,712,101			—			15,586,040			—			12,984,579			—			6,270,111			—
Ending shares outstanding		21,321,917			19,712,101			17,125,695			15,586,040			16,087,973			12,984,579			6,630,256			6,270,111

	PL Small-Cap						PL Small-Cap						PL Real Estate						PL Emerging
	Growth Fund (2)						Value Fund (2)						Fund (2)						Markets Fund (2)
	Period ended			Year ended			Period ended			Year ended			Period ended			Year ended			Period ended			Year ended
	9/30/2011			3/31/2011			9/30/2011			3/31/2011			9/30/2011			3/31/2011			9/30/2011			3/31/201
Class A
Shares sold					27,664						157,009						18,349						64,136
Dividends and distribution reinvested					—						8,614						7,759						—
Shares repurchased					(234,932	)					(160,735	)					(423,437	)					(7,619	)
Converted to Class P shares					(2,523,721	)					(4,458,487	)					(3,535,609	)					(3,969,965	)
Net decrease					(2,730,989	)					(4,453,599	)					(3,932,938	)					(3,913,448	)
Beginning shares outstanding					2,730,989						4,453,599						3,932,938						3,913,448
Ending shares outstanding					—						—						—						—
Class P
Shares sold		515,109			717,380			872,147			3,207,574			755,289			688,375			1,675,224			1,054,854
Dividends and distributions reinvested		—			—			—			65,004			—			24,982			—			64,256
Shares repurchased		(798	)		(521,752	)		(141,821	)		(540,987	)		(218,705	)		(596,295	)		(148,776	)		(710,469	)
Converted from Class A Shares		—			2,523,721			—			4,458,487			—			3,535,609			—			3,969,965
Net increase		514,311			2,719,349			730,326			7,190,078			536,584			3,652,671			1,526,448			4,378,606
Beginning shares outstanding		2,719,349			—			7,190,078			—			3,652,671			—			4,378,606			—
Ending shares outstanding+		3,233,660			2,719,349			7,920,404			7,190,078			4,189,255			3,652,671			5,905,054			4,378,606

	PL International				PL International
	Large-Cap Fund (2)				Value Fund (2)
	Period ended	Year ended			Period ended	Year ended
	9/30/2011	3/31/2011			9/30/2011	3/31/2011
Class A
Shares sold			899,940				1,269,450
Dividends and distribution reinvested			76,898				61,755
Shares repurchased			(104,013	)			(170,122	)
Converted to Class P shares			(8,682,775	)			(10,552,384	)
Net decrease			(7,809,950	)			(9,391,301	)
Beginning shares outstanding			7,809,950				9,391,301
Ending shares outstanding			—				—

C-22

PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

	PL International						PL International
	Large-Cap Fund (2)						Value Fund (2)
	Period ended			Year ended			Period ended			Year ended
	9/30/2011			3/31/2011			9/30/2011			3/31/2011
Class P
Shares sold		4,489,409			1,645,551			3,147,006			1,627,362
Dividends and distributions reinvested		—			17,428			—			167,784
Shares repurchased		(223,519	)		(1,366,892	)		(223,065	)		(2,855,965	)
Converted from Class A Shares		—			8,682,775			—			10,552,384
Net increase		4,265,890			8,978,862			2,923,941			9,491,565
Beginning shares outstanding		8,978,862			—			9,491,565			—
Ending shares outstanding		13,244,752			8,978,862			12,415,506			9,491,565

(1)	The PL Floating Rate Income Fund commenced operations on June 30, 2011.
(2)	Class A shares were converted to Class P shares on July 2, 2010 (see Note 1 to Financial Statements).

14. 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.

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, 2011 to September 30, 2011.

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 reimbursement (See Notes 3 and 5 in Notes to Financial Statements). The “Ending Account Value at 09/30/11” 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 04/01/11-09/30/11” 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, 2011 to September 30, 2011.

     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 04/01/11-09/30/11.”

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 reimbursement. 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.

								Expenses
	Beginning		Ending					Paid During
	Account		Account		Annualized			the Period (1)
	Value at		Value at		Expense			04/01/11 -
	04/01/11		09/30/11		Ratio			09/30/11
PL Floating Rate Income Fund (2)
Actual Fund Return
Class I (2)	$	1,000.00	$	958.10		0.80	%	$	1.99
Hypothetical
Class I (2)	$	1,000.00	$	1,021.00		0.80	%	$	4.04
PL Floating Rate Loan Fund
Actual Fund Return
Class P	$	1,000.00	$	976.30		0.80	%	$	3.95
Hypothetical
Class P	$	1,000.00	$	1,021.00		0.80	%	$	4.04
PL Inflation Managed Fund
Actual Fund Return
Class P	$	1,000.00	$	1,065.50		0.56	%	$	2.89
Hypothetical
Class P	$	1,000.00	$	1,022.20		0.56	%	$	2.83
PL Managed Bond Fund
Actual Fund Return
Class P	$	1,000.00	$	998.10		0.55	%	$	2.75
Hypothetical
Class P	$	1,000.00	$	1,022.25		0.55	%	$	2.78
PL Short Duration Bond Fund
Actual Fund Return
Class P	$	1,000.00	$	1,002.00		0.55	%	$	2.75
Hypothetical
Class P	$	1,000.00	$	1,022.25		0.55	%	$	2.78
PL Comstock Fund
Actual Fund Return
Class P	$	1,000.00	$	825.20		0.89	%	$	4.06
Hypothetical
Class P	$	1,000.00	$	1,020.55		0.89	%	$	4.50
PL Growth LT Fund
Actual Fund Return
Class P	$	1,000.00	$	847.00		0.70	%	$	3.23
Hypothetical
Class P	$	1,000.00	$	1,021.50		0.70	%	$	3.54
PL Large-Cap Growth Fund
Actual Fund Return
Class P	$	1,000.00	$	876.50		0.88	%	$	4.13
Hypothetical
Class P	$	1,000.00	$	1,020.60		0.88	%	$	4.45

See explanation of references on page D-2

D-1

PACIFIC LIFE FUNDS
DISCLOSURE OF FUND EXPENSES (Continued)
(Unaudited)

								Expenses
	Beginning		Ending					Paid During
	Account		Account		Annualized			the Period(1)
	Value at		Value at		Expense			04/01/11 -
	04/01/11		09/30/11		Ratio			09/30/11
PL Large-Cap Value Fund
Actual Fund Return
Class P	$	1,000.00	$	859.40		0.80	%	$	3.72
Hypothetical
Class P	$	1,000.00	$	1,021.00		0.80	%	$	4.04
PL Main Street Core Fund
Actual Fund Return
Class P	$	1,000.00	$	874.60		0.60	%	$	2.81
Hypothetical
Class P	$	1,000.00	$	1,022.00		0.60	%	$	3.03
PL Mid-Cap Equity Fund
Actual Fund Return
Class P	$	1,000.00	$	797.30		0.80	%	$	3.59
Hypothetical
Class P	$	1,000.00	$	1,021.00		0.80	%	$	4.04
PL Mid-Cap Growth Fund
Actual Fund Return
Class P	$	1,000.00	$	822.90		0.85	%	$	3.87
Hypothetical
Class P	$	1,000.00	$	1,020.75		0.85	%	$	4.29
PL Small-Cap Growth Fund
Actual Fund Return
Class P	$	1,000.00	$	771.40		0.75	%	$	3.32
Hypothetical
Class P	$	1,000.00	$	1,021.25		0.75	%	$	3.79
PL Small-Cap Value Fund
Actual Fund Return
Class P	$	1,000.00	$	834.00		0.90	%	$	4.13
Hypothetical
Class P	$	1,000.00	$	1,020.50		0.90	%	$	4.55
PL Real Estate Fund
Actual Fund Return
Class P	$	1,000.00	$	862.10		1.05	%	$	4.89
Hypothetical
Class P	$	1,000.00	$	1,019.75		1.05	%	$	5.30
PL Emerging Markets Fund
Actual Fund Return
Class P	$	1,000.00	$	795.00		0.95	%	$	4.26
Hypothetical
Class P	$	1,000.00	$	1,020.25		0.95	%	$	4.80
PL International Large-Cap Fund
Actual Fund Return
Class P	$	1,000.00	$	823.70		1.00	%	$	4.56
Hypothetical
Class P	$	1,000.00	$	1,020.00		1.00	%	$	5.05
PL International Value Fund
Actual Fund Return
Class P	$	1,000.00	$	799.20		0.80	%	$	3.60
Hypothetical
Class P	$	1,000.00	$	1,021.00		0.80	%	$	4.04

(1)	Expenses paid during the six-month period are equal to the fund’s annualized expense ratio (shown in table above), multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year or applicable period, then divided by 366 days.
(2)	The PL Floating Rate Income Fund commenced operations on June 30, 2011. The actual fund return and expenses paid during the period by this fund were for the period from June 30, 2011 to September 30, 2011 instead of the entire six-month period. The hypothetical return is based on the entire six-month period for comparison purposes.

D-2

PACIFIC LIFE FUNDS
APPROVAL OF INVESTMENT ADVISORY AGREEMENT
AND FUND MANAGEMENT AGREEMENTS
(Unaudited)

     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 of the fund management agreements (the “Fund Management Agreements,” together with the Advisory Agreement, the “Agreements”) with the various sub-advisers (“Fund Managers”). PLFA serves as the investment adviser for all of the Funds and manages directly the five Portfolio Optimization Funds, and also directly manages, under the name “Pacific Asset Management,” the PL Money Market Fund and PL Income Fund. For all other Funds, PLFA has retained other firms to serve as Fund Managers under PLFA’s supervision. The Board, including all of the Trustees who are not “interested persons,” as that term is defined in the 1940 Act (“Independent Trustees”), last renewed the Agreements at an in-person meeting of the Trustees held on December 7, 2010.1 The description below does not relate to the approvals at that meeting, but to an approval that occurred since that meeting during the fiscal period April 1, 2011 through September 30, 2011.

     At an in-person meeting on March 23, 2011, the Board, including all of the Independent Trustees, approved the establishment and designation, effective June 30, 2011, of a newly organized Fund of the Trust, the PL Floating Rate Income Fund. PLFA, under the name Pacific Asset Management, will directly manage the PL Floating Rate Income Fund. In connection with the approval of the PL Floating Rate Income Fund, the Board also approved, effective June 30, 2011, the Advisory Agreement with PLFA with respect to the PL Floating Rate Income Fund.

     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 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 Agreement. 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 Agreement, 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.

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

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

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

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

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

     The Trustees considered that under the PLFA Advisory Agreement, PLFA would be responsible for providing the investment management services for the PL Floating Rate Income Fund’s assets, including investment research, advice and supervision, and determining which securities would be purchased or sold by the PL Floating Rate Income Fund. The Trustees considered that the investment management services would be provided by the PAM unit, and that other units of PLFA would provide monitoring, compliance and other services, including reporting to the Board. The Trustees considered the quality of the management services expected to be provided to the PL Floating Rate Income Fund over both the short- and long-term, the organizational depth and resources of PLFA (including PAM), including the background and experience of PAM’s management and the expertise of the fund management team, as well as the investment strategies, processes and

¹ At the December 7, 2010 meeting, the Board did not consider the continuance of the Fund Management Agreements relating to the PL International Value, PL Floating Rate Loan and PL Comstock Funds, as those agreements were not up for renewal at that time.

D-3

PACIFIC LIFE FUNDS
APPROVAL OF INVESTMENT ADVISORY AGREEMENT
AND FUND MANAGEMENT AGREEMENTS (Continued)
(Unaudited)

philosophy to be used with respect to the investment strategy. In making these assessments, the Trustees were aided by the in-person presentation and materials provided by PLFA and PAM. The Trustees noted that PLFA serves as adviser to each Fund of the Trust and directly manages, within its PAM business unit, the PL Income and PL Money Market Funds, each a series of the Trust, and the Cash Management and High Yield Bond Portfolios, each a series of Pacific Select Fund. The Board noted that PLFA would monitor numerous investment, performance and compliance metrics for the PL Floating Rate Income Fund over daily, weekly, monthly, quarterly and annual periods.

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

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

2. Performance

     The Trustees considered PLFA’s experience managing funds directly within PAM and its qualifications to manage the PL Floating Rate Income Fund. Because this consideration related to a newly organized fund, no actual performance records were available. However, the Trustees considered the investment process and techniques to be used by PAM for the PL Floating Rate Income Fund and PAM’s experience directly managing other Funds of the Trust, two portfolios of Pacific Select Fund, and Pacific Life Insurance Company’s general account. Additionally, the Board considered certain factors concerning performance in connection with its consideration of this matter, as described below.

     The Trustees considered information about the historical performance of an account managed according to the strategies expected to be used in the PL Floating Rate Income Fund by the same fund management team that would manage the PL Floating Rate Income Fund (the “Comparable Performance”). The Trustees considered the Comparable Performance against a pertinent benchmark index and Morningstar peer group for the most recent quarter, one-, and three-year periods as of December 31, 2010. The Trustees also considered the Comparable Performance against a pertinent benchmark index and Morningstar peer group for the four most recent calendar year periods as of December 31, 2010.

     The Board determined that the performance record of PAM’s investment team was acceptable.

3. Advisory Fees

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

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

4. Costs, Level of Profits and Economies of Scale

     The Trustees reviewed information regarding PLFA’s projected costs of sponsoring the PL Floating Rate Income Fund and information regarding the anticipated potential profitability of the proposed PL Floating Rate Income Fund to PLFA.

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

     Economies of Scale. The Trustees considered the extent to which economies of scale may be realized by the PL Floating Rate Income Fund and the Trust as assets grow. Because the PL Floating Rate Income Fund does not have any operating history and no assets, no economies of scale exist at this time with respect to the PL Floating Rate Income Fund. The Trustees also noted that the Fund’s advisory schedule does not contain breakpoints, but there is an expense limitation agreement in place for the PL Floating Rate Income Fund and that PLFA had stated it would consider the implementation of breakpoints in the future, as warranted.

D-4

PACIFIC LIFE FUNDS
APPROVAL OF INVESTMENT ADVISORY AGREEMENT
AND FUND MANAGEMENT AGREEMENTS (Continued)
(Unaudited)

     The Board concluded that the fee structure of the PL Floating Rate Income Fund reflected in the PLFA Advisory Agreement was fair and reasonable.

5. Ancillary Benefits

     The Trustees received from PLFA information concerning other benefits that may be received by PLFA and its affiliates as a result of its relationship with the PL Floating Rate Income Fund, including fees for administrative services and reimbursement at an approximate cost basis for certain support services. The Trustees considered that PAM represented that it does not anticipate utilizing soft dollars or an affiliated broker dealer for trades. The Trustees considered that the potential benefits that could be derived by PLFA and PAM from their relationships with the PL Floating Rate Income Fund may include larger assets under management and reputational benefits, which are consistent with those generally derived by investment advisers to mutual funds.

6. Conclusion

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

D-5

PACIFIC LIFE FUNDS

WHERE TO GO FOR MORE INFORMATION

(Unaudited)

Availability of Quarterly Holdings

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

Availability of Proxy Voting Record

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

Information Relating to Investments Held by the Pacific Life Funds

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

Availability of Proxy Voting Policies

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

How to obtain Information

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

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

• On the SEC’s Website at www.sec.gov

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

D-6

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 I.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Directors.

Item 11. Controls and Procedures.

(a) The Chief Executive Officer and Treasurer have concluded that Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) and internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) provide reasonable assurances that material information relating to Registrant is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing of this report.

(b) There were no changes in Registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1)	Code of Ethics — 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)) are attached hereto as Exhibit 99 CERT.
(a)(3)	Not applicable.
(b)	Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is attached hereto as Exhibit 99.906 CERT pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pacific Life Funds
By:	/s/ Mary Ann Brown
	Mary Ann Brown
	Chief Executive Officer

Date: 12/7/11

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Mary Ann Brown
	Mary Ann Brown
	Chief Executive Officer

Date: 12/7/11

By:	/s/ Brian D. Klemens
	Brian D. Klemens
	Treasurer (Principal Financial and Accounting Officer)

Date: 12/7/11

EX-99.CERT

Exhibit 99.CERT

FORM N-CSR CERTIFICATION

I, Mary Ann Brown, certify that:

1. I have reviewed this report on Form N-CSR of Pacific Life Funds;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 11/18/11

/s/ Mary Ann Brown

Mary Ann Brown

Chief Executive Officer, Pacific Life Funds

FORM N-CSR CERTIFICATION

I, Brian D. Klemens, certify that:

1. I have reviewed this report on Form N-CSR of Pacific Life Funds;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  11/18/11

/s/ Brian D. Klemens

Brian D. Klemens

Treasurer (Principal Financial and Accounting Officer),

Pacific Life Funds

EX-99.906CERT

Exhibit 99.906

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     In conjunction with the Annual Report to Shareholders on Form N-CSR of Pacific Life Funds (the “Fund”) for the fiscal half-year ended September 30, 2011 as filed with the Securities and Exchange Commission (the “Report”), Mary Ann Brown as Chief Executive Officer of the Fund and Brian D. Klemens, as Treasurer (Principal Financial and Accounting Officer) of the Fund, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Fund.

Date: 11/18/11

/s/ Mary Ann Brown

Mary Ann Brown

Chief Executive Officer, Pacific Life Funds

/s/ Brian D. Klemens

Brian D. Klemens

Treasurer (Principal Financial and

Accounting Officer), Pacific Life

Funds