UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number                     811-10385                     

Pacific Life Funds

(Exact name of registrant as specified in charter)

700 Newport Center Drive, P.O. Box 7500

Newport Beach, CA 92660

(Address of principal executive offices) (Zip code)

Robin S. Yonis

Vice President and General Counsel of Pacific Life Funds

700 Newport Center Drive, P.O. Box 9000

Newport Beach, CA 92660

(Name and address of agent for service)

Copies to:

Anthony H. Zacharski, Esq.

Dechert LLP

90 State House Square

Hartford, CT 06103

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

Date of fiscal year end: March 31

Date of reporting period: April 1, 2012 - September 30, 2012

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).

Semi-Annual Report as of September 30, 2012

TABLE OF CONTENTS

PACIFIC LIFE FUNDS

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

PACIFIC LIFE FUNDS PL PORTFOLIO OPTIMIZATION CONSERVATIVE FUND Schedule of Investments September 30, 2012 (Unaudited) PACIFIC LIFE FUNDS PL PORTFOLIO OPTIMIZATION MODERATE-CONSERVATIVE FUND Schedule of Investments September 30, 2012 (Unaudited)

	Shares		Value
AFFILIATED MUTUAL FUNDS - 99.9%
PL Floating Rate Loan Fund ‘P’		2,788,696		$28,974,556
PL Inflation Managed Fund ‘P’		4,745,785		54,339,240
PL Managed Bond Fund ‘P’		14,827,487		169,626,447
PL Short Duration Bond Fund ‘P’		7,352,297		75,140,478
PL Emerging Markets Debt Fund ‘P’ *		2,731,358		28,952,396
PL Comstock Fund ‘P’		1,720,799		21,991,806
PL Large-Cap Growth Fund ‘P’		969,931		9,980,590
PL Large-Cap Value Fund ‘P’		1,589,152		20,309,364
PL Main Street Core Fund ‘P’		802,627		9,206,134
PL Mid-Cap Equity Fund ‘P’		668,065		6,547,036
PL Mid-Cap Growth Fund ‘P’		886,651		7,155,276
PL International Large-Cap Fund ‘P’		984,302		14,754,682
PL International Value Fund ‘P’		1,097,442		9,218,509
Total Affiliated Mutual Funds (Cost $414,039,154)				456,196,514
TOTAL INVESTMENTS - 99.9% (Cost $414,039,154)				456,196,514
OTHER ASSETS & LIABILITIES, NET - 0.1%				424,300
NET ASSETS - 100.0%				$456,620,814

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Affiliated Fixed Income Funds	78.2%
Affiliated Equity Funds	21.7%
	99.9%
Other Assets & Liabilities, Net	0.1%
	100.0%

	Shares		Value
AFFILIATED MUTUAL FUNDS - 100.3%
PL Floating Rate Loan Fund ‘P’		2,552,085		$26,516,160
PL Inflation Managed Fund ‘P’		3,715,794		42,545,838
PL Managed Bond Fund ‘P’		9,819,780		112,338,288
PL Short Duration Bond Fund ‘P’		5,222,495		53,373,895
PL Emerging Markets Debt Fund ‘P’ *		1,346,670		14,274,698
PL Comstock Fund ‘P’		2,323,095		29,689,151
PL Growth LT Fund ‘P’		173,270		2,280,229
PL Large-Cap Growth Fund ‘P’		1,753,779		18,046,389
PL Large-Cap Value Fund ‘P’		2,995,500		38,282,493
PL Main Street Core Fund ‘P’		2,235,551		25,641,768
PL Mid-Cap Equity Fund ‘P’		894,927		8,770,287
PL Mid-Cap Growth Fund ‘P’		623,214		5,029,335
PL Small-Cap Growth Fund ‘P’ *		502,735		5,922,222
PL Small-Cap Value Fund ‘P’		416,821		4,439,140
PL Emerging Markets Fund ‘P’		600,124		8,185,697
PL International Large-Cap Fund ‘P’		1,491,368		22,355,600
PL International Value Fund ‘P’		1,915,002		16,086,020
Total Affiliated Mutual Funds (Cost $386,076,847)				433,777,210
TOTAL INVESTMENTS - 100.3% (Cost $386,076,847)				433,777,210
OTHER ASSETS & LIABILITIES, NET - (0.3%)				(1,133,511	)
NET ASSETS - 100.0%				$432,643,699

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Affiliated Fixed Income Funds	57.6%
Affiliated Equity Funds	42.7%
	100.3%
Other Assets & Liabilities, Net	(0.3%	)
	100.0%

(b) Fair Value Measurements

The following is a summary of the funds’ investments as categorized under the three-tier hierarchy of inputs used in valuing the funds’ assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
PL Portfolio Optimization Conservative Fund
Assets	Affiliated Mutual Funds		$456,196,514		$456,196,514		$—		$—
PL Portfolio Optimization Moderate-Conservative Fund
Assets	Affiliated Mutual Funds		$433,777,210		$433,777,210		$—		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-23

A-1

PACIFIC LIFE FUNDS PL PORTFOLIO OPTIMIZATION MODERATE FUND Schedule of Investments September 30, 2012 (Unaudited) PACIFIC LIFE FUNDS PL PORTFOLIO OPTIMIZATION MODERATE-AGGRESSIVE FUND Schedule of Investments September 30, 2012 (Unaudited)

	Shares		Value
AFFILIATED MUTUAL FUNDS - 100.0%
PL Floating Rate Loan Fund ‘P’		4,243,959		$44,094,731
PL Inflation Managed Fund ‘P’		5,067,771		58,025,975
PL Managed Bond Fund ‘P’		17,472,244		199,882,470
PL Short Duration Bond Fund ‘P’		7,803,725		79,754,072
PL Emerging Markets Debt Fund ‘P’ *		3,104,564		32,908,377
PL Comstock Fund ‘P’		7,923,827		101,266,505
PL Growth LT Fund ‘P’		902,120		11,871,904
PL Large-Cap Growth Fund ‘P’		5,526,344		56,866,079
PL Large-Cap Value Fund ‘P’		10,079,695		128,818,506
PL Main Street Core Fund ‘P’		7,360,670		84,426,884
PL Mid-Cap Equity Fund ‘P’		5,138,467		50,356,975
PL Mid-Cap Growth Fund ‘P’		1,701,774		13,733,319
PL Small-Cap Growth Fund ‘P’ *		1,109,837		13,073,882
PL Small-Cap Value Fund ‘P’		3,640,788		38,774,390
PL Real Estate Fund ‘P’		1,652,607		21,285,584
PL Emerging Markets Fund ‘P’		3,254,735		44,394,583
PL International Large-Cap Fund ‘P’		5,889,264		88,280,060
PL International Value Fund ‘P’		6,390,047		53,676,392
Total Affiliated Mutual Funds (Cost $987,007,543)				1,121,490,688
TOTAL INVESTMENTS - 100.0% (Cost $987,007,543)				1,121,490,688
OTHER ASSETS & LIABILITIES, NET - (0.0%)				(99,860	)
NET ASSETS - 100.0%				$1,121,390,828

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Affiliated Equity Funds	63.0%
Affiliated Fixed Income Funds	37.0%
	100.0%
Other Assets & Liabilities, Net	(0.0%	)
	100.0%

	Shares		Value
AFFILIATED MUTUAL FUNDS - 100.1%
PL Inflation Managed Fund ‘P’		1,938,545		$22,196,338
PL Managed Bond Fund ‘P’		6,810,754		77,915,020
PL Short Duration Bond Fund ‘P’		1,818,577		18,585,853
PL Emerging Markets Debt Fund ‘P’ *		904,214		9,584,667
PL Comstock Fund ‘P’		6,666,324		85,195,620
PL Growth LT Fund ‘P’		1,604,195		21,111,202
PL Large-Cap Growth Fund ‘P’		3,785,488		38,952,671
PL Large-Cap Value Fund ‘P’		8,402,098		107,378,811
PL Main Street Core Fund ‘P’		6,078,899		69,724,976
PL Mid-Cap Equity Fund ‘P’		4,634,970		45,422,710
PL Mid-Cap Growth Fund ‘P’		3,039,396		24,527,927
PL Small-Cap Growth Fund ‘P’ *		1,278,198		15,057,173
PL Small-Cap Value Fund ‘P’		4,316,593		45,971,719
PL Real Estate Fund ‘P’		1,779,264		22,916,920
PL Emerging Markets Fund ‘P’		2,872,235		39,177,290
PL International Large-Cap Fund ‘P’		4,651,994		69,733,387
PL International Value Fund ‘P’		6,389,022		53,667,783
Total Affiliated Mutual Funds (Cost $665,160,931)				767,120,067
TOTAL INVESTMENTS - 100.1% (Cost $665,160,931)				767,120,067
OTHER ASSETS & LIABILITIES, NET - (0.1%)				(965,268	)
NET ASSETS - 100.0%				$766,154,799

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Affiliated Equity Funds	83.4%
Affiliated Fixed Income Funds	16.7%
	100.1%
Other Assets & Liabilities, Net	(0.1%	)
	100.0%

(b) Fair Value Measurements

The following is a summary of the funds’ investments as categorized under the three-tier hierarchy of inputs used in valuing the funds’ assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
PL Portfolio Optimization Moderate Fund
Assets	Affiliated Mutual Funds		$1,121,490,688		$1,121,490,688		$—		$—
PL Portfolio Optimization Moderate-Aggressive Fund
Assets	Affiliated Mutual Funds		$767,120,067		$767,120,067		$—		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-23

A-2

PACIFIC LIFE FUNDS

PL PORTFOLIO OPTIMIZATION AGGRESSIVE FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Shares		Value
AFFILIATED MUTUAL FUNDS - 100.1%
PL Managed Bond Fund ‘P’		696,593		$7,969,019
PL Comstock Fund ‘P’		2,127,654		27,191,422
PL Growth LT Fund ‘P’		420,588		5,534,938
PL Large-Cap Growth Fund ‘P’		1,130,177		11,629,520
PL Large-Cap Value Fund ‘P’		2,766,413		35,354,763
PL Main Street Core Fund ‘P’		2,208,435		25,330,750
PL Mid-Cap Equity Fund ‘P’		1,772,844		17,373,870
PL Mid-Cap Growth Fund ‘P’		1,433,830		11,571,008
PL Small-Cap Growth Fund ‘P’ *		831,605		9,796,300
PL Small-Cap Value Fund ‘P’		1,764,442		18,791,310
PL Real Estate Fund ‘P’		707,046		9,106,754
PL Emerging Markets Fund ‘P’		1,069,749		14,591,376
PL International Large-Cap Fund ‘P’		1,611,116		24,150,633
PL International Value Fund ‘P’		2,281,374		19,163,538
Total Affiliated Mutual Funds (Cost $194,267,330)				237,555,201
TOTAL INVESTMENTS - 100.1% (Cost $194,267,330)				237,555,201
OTHER ASSETS & LIABILITIES, NET - (0.1%)				(221,455	)
NET ASSETS - 100.0%				$237,333,746

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Affiliated Equity Funds	96.7%
Affiliated Fixed Income Fund	3.4%
	100.1%
Other Assets & Liabilities, Net	(0.1%	)
	100.0%

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Affiliated Mutual Funds		$237,555,201		$237,555,201		$—		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-23

A-3

PACIFIC LIFE FUNDS

PL SHORT DURATION INCOME FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Principal Amount		Value
CORPORATE BONDS & NOTES - 72.0%
Consumer Discretionary - 9.2%
DIRECTV Holdings LLC 3.125% due 02/15/16		$250,000		$263,438
DISH DBS Corp 4.625% due 07/15/17 ~		200,000		205,500
Dollar General Corp 4.125% due 07/15/17		250,000		262,500
NBCUniversal Media LLC 2.875% due 04/01/16		250,000		265,065
Virgin Media Secured Finance PLC (United Kingdom) 6.500% due 01/15/18		250,000		275,000
Wyndham Worldwide Corp 2.950% due 03/01/17		250,000		252,414
				1,523,917
Consumer Staples - 3.1%
ConAgra Foods Inc 2.100% due 03/15/18		250,000		254,110
Pernod-Ricard SA (France) 2.950% due 01/15/17 ~		250,000		261,140
				515,250
Energy - 16.0%
Cameron International Corp 1.600% due 04/30/15		250,000		253,592
Korea National Oil Corp (South Korea) 3.125% due 04/03/17 ~		250,000		263,365
Noble Holding International Ltd (Cayman) 2.500% due 03/15/17		200,000		206,550
ONEOK Partners LP 2.000% due 10/01/17		350,000		356,996
Petrobras International Finance Co (Cayman) 2.875% due 02/06/15		350,000		360,614
Phillips 66 1.950% due 03/05/15 ~		250,000		255,953
Pioneer Natural Resources Co 5.875% due 07/15/16		200,000		228,081
Tesoro Corp 4.250% due 10/01/17		100,000		103,250
Transocean Inc (Cayman) 2.500% due 10/15/17		350,000		352,437
Williams Partners LP 3.800% due 02/15/15		250,000		265,222
				2,646,060
Financials - 20.0%
American International Group Inc 2.375% due 08/24/15		100,000		101,137
Anglo American Capital PLC (United Kingdom) 2.625% due 09/27/17 ~		250,000		251,200
Bank of America Corp 1.867% due 01/30/14 §		250,000		251,875
BRE Properties Inc REIT 5.500% due 03/15/17		250,000		283,289
Capital One Financial Corp 2.150% due 03/23/15		250,000		256,490
Citigroup Inc 2.650% due 03/02/15		250,000		256,231
Commonwealth Bank of Australia (Australia) 1.950% due 03/16/15		250,000		255,673
Daimler Finance North America LLC 1.650% due 04/10/15 ~		250,000		253,639
ERP Operating LP REIT 5.200% due 04/01/13		250,000		255,419
Ford Motor Credit Co LLC
3.000% due 06/12/17		250,000		254,806
3.984% due 06/15/16		250,000		263,773

	Principal Amount		Value
Hyundai Capital America 1.625% due 10/02/15 ~		$250,000		$250,306
SLM Corp 3.875% due 09/10/15		100,000		103,125
Westfield Capital Corp (Multi-National) 5.125% due 11/15/14 ~		250,000		270,111
				3,307,074
Health Care - 4.6%
Express Scripts Holding Co 2.100% due 02/12/15 ~		250,000		256,611
Watson Pharmaceuticals Inc 1.875% due 10/01/17		250,000		253,143
Wellpoint Inc 1.250% due 09/10/15		250,000		251,927
				761,681
Industrials - 7.5%
Air Lease Corp 4.500% due 01/15/16 ~		150,000		150,750
Avis Budget Car Rental LLC 2.935% due 05/15/14 §		100,000		100,000
Continental Airlines Pass-Through Certificates ‘B’ 5.500% due 04/29/22		100,000		102,500
Delta Air Lines Pass-Through Trust ‘A’ 4.750% due 05/07/21		250,000		261,250
International Lease Finance Corp 5.650% due 06/01/14		250,000		263,150
The ADT Corp 2.250% due 07/15/17 ~		250,000		257,661
UR Merger Sub Corp 5.750% due 07/15/18 ~		100,000		105,875
				1,241,186
Information Technology - 3.1%
Computer Sciences Corp 2.500% due 09/15/15		250,000		253,901
Hewlett-Packard Co 0.823% due 05/30/14 §		250,000		248,052
				501,953
Materials - 4.6%
ArcelorMittal (Luxembourg) 4.000% due 02/25/15		250,000		249,975
Rock-Tenn Co 3.500% due 03/01/20 ~		250,000		255,570
Xstrata Finance Ltd (Canada) 2.850% due 11/10/14 ~		250,000		257,163
				762,708
Telecommunication Services - 3.9%
British Telecommunications PLC (United Kingdom) 2.000% due 06/22/15		250,000		257,213
Intelsat Jackson Holdings SA (Luxembourg) 7.250% due 10/15/20 ~		250,000		270,000
Telesat LLC (Canada) 6.000% due 05/15/17 ~		100,000		104,500
				631,713
Total Corporate Bonds & Notes (Cost $11,618,263)				11,891,542

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-23

A-4

PACIFIC LIFE FUNDS

PL SHORT DURATION INCOME FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
SENIOR LOAN NOTES - 21.8%
Consumer Discretionary - 4.1%
Capital Automotive LP Tranche B 5.250% due 03/11/17 §		$236,430		$238,203
Lord & Taylor Holdings LLC 5.750% due 01/11/19 §		179,627		181,199
Wendy’s International Inc 4.750% due 05/15/19 §		250,000		252,539
				671,941
Consumer Staples - 1.5%
Reynolds Group Holdings Inc Term B due 09/18/18 µ		250,000		251,294
Energy - 1.5%
EP Energy LLC Tranche B-1 5.000% due 05/24/18 §		250,000		252,656
Health Care - 6.1%
Bausch & Lomb Inc (Parent) 5.250% due 05/17/19 §		249,375		252,430
Hologic Inc Tranche B 4.500% due 08/01/19 §		250,000		253,250
Valeant Pharmaceuticals International Inc Term B due 09/12/19 µ		250,000		250,688
Warner Chilcott Co LLC
Term B-1 4.250% due 03/15/18 §		36,888		36,989
Term B-2 4.250% due 03/15/18 §		48,567		48,701
Warner Chilcott Corp Term B-1 4.250% due 03/15/18 §		97,134		97,401
WC Luxco SARL Term B-3 4.250% due 03/15/18 §		66,780		66,963
				1,006,422
Industrials - 5.6%
AWAS Finance Luxembourg SARL 5.250% due 06/10/16 §		233,333		234,208
CSC Holdings LLC Term B-2 (Incremental Extended) 1.966% due 03/29/16 §		431,584		432,333
Flying Fortress Inc 5.000% due 06/30/17 §		250,000		253,438
				919,979
Telecommunication Services - 3.0%
Windstream Corp Term B-3 4.000% due 08/08/19 §		498,750		501,655
Total Senior Loan Notes (Cost $3,558,342)				3,603,947

	Principal Amount		Value
U.S. TREASURY OBLIGATIONS - 2.9%
U.S. Treasury Notes - 2.9%
0.250% due 11/30/13		$50,000		$50,033
0.875% due 11/30/16		175,000		177,885
1.375% due 12/31/18		250,000		257,617
Total U.S. Treasury Obligations (Cost $475,072)				485,535
	Shares
SHORT-TERM INVESTMENT - 9.4%
Money Market Fund - 9.4%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		1,547,741		1,547,741
Total Short-Term Investment (Cost $1,547,741)				1,547,741
TOTAL INVESTMENTS - 106.1% (Cost $17,199,418)				17,528,765
OTHER ASSETS & LIABILITIES, NET - (6.1%)				(1,005,776	)
NET ASSETS - 100.0%				$16,522,989

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Corporate Bonds & Notes	72.0%
Senior Loan Notes	21.8%
Short-Term Investment	9.4%
U.S. Treasury Obligations	2.9%
	106.1%
Other Assets & Liabilities, Net	(6.1%	)
	100.0%

(b) As of September 30, 2012, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

AA / U.S. Government & Agency Issues	4.6%
A	11.3%
BBB	57.5%
BB	16.5%
B	7.6%
Not Rated	2.5%
	100.0%

(c) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$11,891,542		$—		$11,891,542		$—
	Senior Loan Notes		3,603,947		—		3,603,947		—
	U.S. Treasury Obligations		485,535		—		485,535		—
	Short-Term Investment		1,547,741		1,547,741		—		—
	Total		$17,528,765		$1,547,741		$15,981,024		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-23

A-5

PACIFIC LIFE FUNDS

PL INCOME FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Principal Amount		Value
CORPORATE BONDS & NOTES - 72.7%
Consumer Discretionary - 10.3%
CBS Corp 1.950% due 07/01/17		$6,000,000		$6,158,706
Comcast Corp 4.650% due 07/15/42		1,750,000		1,882,057
DIRECTV Holdings LLC 2.400% due 03/15/17		8,000,000		8,224,424
DISH DBS Corp 4.625% due 07/15/17 ~		2,500,000		2,568,750
Hyatt Hotels Corp 3.875% due 08/15/16		3,000,000		3,194,703
6.875% due 08/15/19 ~		1,750,000		2,079,551
Kia Motors Corp (South Korea) 3.625% due 06/14/16 ~		2,500,000		2,631,968
Limited Brands Inc 5.625% due 02/15/22		2,000,000		2,165,000
Marriott International Inc 3.000% due 03/01/19		4,000,000		4,109,192
NBCUniversal Media LLC 2.875% due 04/01/16		1,250,000		1,325,326
2.875% due 01/15/23		3,000,000		2,994,510
NVR Inc 3.950% due 09/15/22		4,000,000		4,110,824
Viacom Inc 3.500% due 04/01/17		3,500,000		3,829,962
Virgin Media Secured Finance PLC (United Kingdom) 6.500% due 01/15/18		2,500,000		2,750,000
Wyndham Worldwide Corp 2.950% due 03/01/17		3,000,000		3,028,965
				51,053,938
Consumer Staples - 5.0%
Kraft Foods Group Inc 2.250% due 06/05/17 ~		5,000,000		5,154,370
Lorillard Tobacco Co 2.300% due 08/21/17		3,500,000		3,533,589
Pernod-Ricard SA (France) 4.250% due 07/15/22 ~		4,500,000		4,910,238
Reynolds Group Issuer Inc 5.750% due 10/15/20 ~		2,500,000		2,503,125
SABMiller Holdings Inc 2.450% due 01/15/17 ~		8,000,000		8,377,920
				24,479,242
Energy - 14.6%
Arch Coal Inc 7.000% due 06/15/19		1,250,000		1,056,250
Cameron International Corp 1.600% due 04/30/15		3,000,000		3,043,107
Cimarex Energy Co 5.875% due 05/01/22		3,000,000		3,180,000
Devon Energy Corp 1.875% due 05/15/17		4,250,000		4,337,992
Ensco PLC (United Kingdom) 4.700% due 03/15/21		2,500,000		2,829,263
Key Energy Services Inc 6.750% due 03/01/21		1,200,000		1,224,000
6.750% due 03/01/21 ~		300,000		304,500
Kinder Morgan Energy Partners LP 3.450% due 02/15/23		4,000,000		4,128,144
Korea National Oil Corp (South Korea) 3.125% due 04/03/17 ~		4,000,000		4,213,844
Newfield Exploration Co 5.750% due 01/30/22		2,000,000		2,245,000
Noble Holding International Ltd (Cayman) 2.500% due 03/15/17		4,000,000		4,131,004

	Principal Amount		Value
OGX Austria GmbH (Austria) 8.375% due 04/01/22 ~		$1,000,000		$872,500
ONEOK Partners LP 2.000% due 10/01/17		5,500,000		5,609,939
Peabody Energy Corp 6.000% due 11/15/18 ~		2,250,000		2,261,250
Petrobras International Finance Co (Cayman) 5.375% due 01/27/21		3,000,000		3,396,003
Phillips 66 2.950% due 05/01/17 ~		5,000,000		5,296,295
Pioneer Natural Resources Co 3.950% due 07/15/22		3,000,000		3,193,944
5.875% due 07/15/16		3,000,000		3,421,215
Plains Exploration & Production Co 6.750% due 02/01/22		1,500,000		1,530,000
Samson Investment Co 9.750% due 02/15/20 ~		1,000,000		1,031,250
Schlumberger Investment SA (Luxembourg) 2.400% due 08/01/22 ~		5,000,000		4,961,330
Tesoro Corp 4.250% due 10/01/17		1,500,000		1,548,750
Transocean Inc (Cayman) 2.500% due 10/15/17		6,500,000		6,545,266
Weatherford International Ltd (Bermuda) 4.500% due 04/15/22		2,000,000		2,096,096
				72,456,942
Financials - 19.2%
American International Group Inc 2.375% due 08/24/15		2,000,000		2,022,744
4.875% due 06/01/22		2,000,000		2,258,854
Anglo American Capital PLC (United Kingdom) 2.625% due 09/27/17 ~		2,000,000		2,009,598
4.125% due 09/27/22 ~		2,000,000		2,012,368
Bank of America Corp 5.700% due 01/24/22		1,000,000		1,176,998
Bank of America NA 5.300% due 03/15/17		2,500,000		2,779,440
Berkshire Hathaway Finance Inc 1.600% due 05/15/17		6,000,000		6,147,768
3.000% due 05/15/22		3,500,000		3,636,850
Boston Properties LP REIT 3.850% due 02/01/23		5,000,000		5,278,490
BRE Properties Inc REIT 3.375% due 01/15/23		2,750,000		2,741,920
Capital One Financial Corp 2.150% due 03/23/15		5,000,000		5,129,790
Citigroup Inc 4.500% due 01/14/22		2,250,000		2,475,758
5.875% due 01/30/42		1,000,000		1,210,880
DDR Corp REIT 4.625% due 07/15/22		1,250,000		1,362,152
Dexus Diversified Trust REIT (Australia) 5.600% due 03/15/21 ~		500,000		525,413
Duke Realty LP REIT 4.375% due 06/15/22		6,250,000		6,604,712
Ford Motor Credit Co LLC 3.000% due 06/12/17		4,500,000		4,586,508
4.250% due 09/20/22		4,500,000		4,621,878
Host Hotels & Resorts LP REIT 5.875% due 06/15/19		2,000,000		2,210,000
Hyundai Capital America 2.125% due 10/02/17 ~		6,000,000		6,009,342
JPMorgan Chase & Co 3.250% due 09/23/22		4,000,000		4,065,216
Liberty Mutual Group Inc 4.950% due 05/01/22 ~		3,500,000		3,668,822
Morgan Stanley 4.750% due 03/22/17		2,750,000		2,952,012

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-23

A-6

PACIFIC LIFE FUNDS

PL INCOME FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
Neuberger Berman Group LLC 5.625% due 03/15/20 ~		$1,500,000		$1,605,000
Raymond James Financial Inc 5.625% due 04/01/24		1,000,000		1,103,978
The Goldman Sachs Group Inc 5.750% due 01/24/22		1,750,000		2,019,939
UDR Inc REIT 4.625% due 01/10/22		2,500,000		2,764,990
Vornado Realty LP REIT 5.000% due 01/15/22		6,500,000		7,207,499
WEA Finance LLC 3.375% due 10/03/22 ~		4,000,000		3,985,872
Wells Operating Partnership II LP REIT 5.875% due 04/01/18		750,000		787,684
				94,962,475
Health Care - 3.2%
Amgen Inc 2.125% due 05/15/17		3,000,000		3,102,066
Cardinal Health Inc 1.900% due 06/15/17		3,000,000		3,056,694
Express Scripts Holding Co 2.650% due 02/15/17 ~		4,500,000		4,721,409
Fresenius Medical Care U.S. Finance II Inc 5.625% due 07/31/19 ~		2,000,000		2,135,000
HCA Inc 5.875% due 03/15/22		2,000,000		2,177,500
Watson Pharmaceuticals Inc 3.250% due 10/01/22		550,000		558,342
				15,751,011
Industrials - 7.8%
Air Lease Corp 4.500% due 01/15/16 ~		850,000		854,250
5.625% due 04/01/17 ~		2,000,000		2,050,000
Avis Budget Car Rental LLC 2.935% due 05/15/14 §		1,260,000		1,260,000
Burlington Northern Santa Fe LLC 3.050% due 09/01/22		6,000,000		6,224,658
Continental Airlines Pass-Through Certificates ‘A’ 4.000% due 04/29/26		4,500,000		4,595,850
Continental Airlines Pass-Through Certificates ‘B’ 5.500% due 04/29/22		300,000		307,500
Delta Air Lines Pass-Through Trust ‘A’ 4.750% due 05/07/21		6,000,000		6,270,000
International Lease Finance Corp 5.650% due 06/01/14		2,500,000		2,631,500
7.125% due 09/01/18 ~		1,000,000		1,170,000
Owens Corning 6.500% due 12/01/16		1,500,000		1,686,235
The ADT Corp 2.250% due 07/15/17 ~		5,000,000		5,153,215
U.S. Airways Pass-Through Trust ‘A’ 5.900% due 04/01/26		2,000,000		2,115,000
UR Merger Sub Corp 5.750% due 07/15/18 ~		4,000,000		4,235,000
				38,553,208
Materials - 7.6%
ArcelorMittal (Luxembourg) 6.500% due 02/25/22		3,500,000		3,454,094
Ardagh Packaging Finance PLC (Ireland) 7.375% due 10/15/17 ~		2,750,000		2,959,688
FMG Resources August 2006 Property Ltd (Australia) 7.000% due 11/01/15 ~		3,500,000		3,500,000
International Paper Co 4.750% due 02/15/22		4,000,000		4,551,648

	Principal Amount		Value
Louisiana-Pacific Corp 7.500% due 06/01/20		$1,050,000		$1,174,687
LyondellBasell Industries NV (Netherlands) 5.000% due 04/15/19		2,500,000		2,668,750
Packaging Corp of America 3.900% due 06/15/22		5,450,000		5,637,878
Rock-Tenn Co 3.500% due 03/01/20 ~		5,500,000		5,622,534
Sealed Air Corp 8.375% due 09/15/21 ~		1,000,000		1,125,000
Tronox Finance LLC 6.375% due 08/15/20 ~		1,000,000		1,013,750
Vale Overseas Ltd (Cayman) 4.375% due 01/11/22		1,250,000		1,320,501
Vale SA (Brazil) 5.625% due 09/11/42		2,000,000		2,047,010
Xstrata Finance Canada Ltd (Canada) 4.950% due 11/15/21 ~		2,500,000		2,683,988
				37,759,528
Telecommunication Services - 2.1%
AT&T Inc 1.700% due 06/01/17		6,000,000		6,187,458
British Telecommunications PLC (United Kingdom) 2.000% due 06/22/15		4,000,000		4,115,412
				10,302,870
Utilities - 2.9%
CMS Energy Corp 5.050% due 03/15/22		2,000,000		2,213,388
Duke Energy Corp 1.625% due 08/15/17		6,000,000		6,026,040
Florida Gas Transmission Co LLC 3.875% due 07/15/22 ~		4,000,000		4,177,008
NRG Energy Inc 6.625% due 03/15/23 ~		2,000,000		2,047,500
				14,463,936
Total Corporate Bonds & Notes (Cost $348,517,166)				359,783,150
SENIOR LOAN NOTES - 19.1%
Consumer Discretionary - 4.3%
Acosta Inc Term D due 03/31/18 µ		250,000		251,720
5.750% due 03/02/18 §		1,496,250		1,506,544
Allison Transmission Inc Term B-3 4.250% due 08/23/19 §		997,500		1,002,176
AOT Bedding Term B due 09/29/19 µ		1,000,000		997,411
Burger King Corp Tranche B 3.750% due 09/28/19 §		886,302		888,823
Capital Automotive LP Tranche B 5.250% due 03/11/17 §		2,809,507		2,830,579
ClubCorp Club Operations Inc Term B 6.000% due 11/30/16 §		1,486,762		1,499,771
FoxCo Acquisition Sub LLC (Initial) 5.500% due 07/14/17 §		750,000		757,500
Lord & Taylor Holdings LLC 5.750% due 01/11/19 §		2,158,231		2,177,115
MGM Resorts International Class C (Extended) 5.000% due 02/23/15 §		2,000,000		2,020,892
NPC International Inc 5.250% due 12/28/18 §		1,492,500		1,511,156
Seven Seas Cruise S DE RL Term B 6.250% due 12/21/18 §		2,000,000		2,017,500

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-23

A-7

PACIFIC LIFE FUNDS

PL INCOME FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
The Goodyear Tire & Rubber Co (2nd Lien) 4.750% due 04/30/19 §		$2,000,000		$2,020,834
Wendy’s International Inc
4.750% due 05/15/19 §		2,000,000		2,020,312
				21,502,333
Consumer Staples - 3.1%
BJ’s Wholesale Club Inc (1st Lien Term B) due 09/29/18 µ		2,000,000		2,014,750
Del Monte Foods Co (Initial) 4.500% due 03/08/18 §		3,131,034		3,132,340
Pinnacle Foods Finance LLC Tranche E 4.750% due 10/17/18 §		2,985,000		2,994,949
Revlon Consumer Products Corp Term B 4.750% due 11/19/17 §		2,982,399		2,999,641
Sprouts Farmers Markets Holdings LLC (Initial) 6.000% due 04/18/18 §		1,979,918		1,982,393
(Term 1 Loan) 6.000% due 04/18/18 §		997,500		1,004,981
SUPERVALU Inc 8.000% due 08/30/18 §		997,500		1,005,059
				15,134,113
Energy - 0.8%
EP Energy LLC Tranche B-1 5.000% due 05/24/18 §		2,500,000		2,526,563
Samson Investment Co Term B
due 09/18/19 µ		1,000,000		1,007,708
(Initial 2nd Lien)
6.000% due 09/25/18 §		500,000		503,854
				4,038,125
Financials - 1.3%
CNO Financial Group Inc Term B due 09/04/18 µ		1,000,000		1,004,790
First Data Corp due 09/30/18 µ		2,500,000		2,460,418
Nuveen Investments Inc (Incremental 1st Lien) 7.250% due 05/13/17 §		500,000		502,000
(Initial) due 05/13/17 µ		1,000,000		1,000,313
(Extended 1st Lien) 5.900% due 05/13/17 §		1,500,000		1,499,688
				6,467,209
Health Care - 3.4%
Bausch & Lomb Inc (Parent) 5.250% due 05/17/19 §		2,992,500		3,029,158
Capsugel Holdings US Inc (Initial) 3.831% due 08/01/18 §		3,824,884		3,850,384
Davita Inc Term B-2 due 08/01/19 µ r		3,000,000		3,011,250
Hologic Inc Tranche B 4.500% due 08/01/19 §		2,500,000		2,532,500
Par Pharmaceutical Term B due 08/02/19 µ		2,000,000		1,998,750
Pharmaceutical Product Development Inc Term B 6.250% due 11/23/18 §		1,488,750		1,504,258
Valeant Pharmaceuticals International Inc Term B due 09/12/19 µ		750,000		752,063
				16,678,363

	Principal Amount		Value
Industrials - 2.3%
AlixPartners LLP (Initial 1st Lien Term B-2) 6.500% due 06/28/19 §		$1,995,000		$2,026,587
CSC Holdings LLC (Incremental B-2) 2.236% due 03/29/16 §		5,169,312		5,178,286
Flying Fortress Inc 5.000% due 06/30/17 §		2,000,000		2,027,500
Rexnord LLC Term B 5.000% due 04/01/18 §		1,985,000		1,996,787
				11,229,160
Materials - 0.3%
Univar Inc due 06/30/17 µ		1,500,000		1,485,150
Telecommunication Services - 3.6%
Intelstat Jackson Holdings SA Tranche B 5.250% due 04/02/18 §		2,983,662		2,998,396
Level 3 Financing Inc due 08/01/19 µ		1,500,000		1,500,000
Tranche B 5.250% due 08/01/19 §		2,500,000		2,514,063
Tranche B-3 5.750% due 09/01/18 §		1,500,000		1,509,845
Telesat Canada Term B 4.250% due 03/28/19 §		1,995,000		2,002,481
WaveDivision Holdings LLC Term B due 08/01/17 µ r		2,750,000		2,774,063
Windstream Corp Tranche B-3 4.000% due 08/08/19 §		4,488,750		4,514,897
				17,813,745
Total Senior Loan Notes (Cost $93,313,517)				94,348,198
U.S. TREASURY OBLIGATIONS - 3.7%
U.S. Treasury Bonds - 1.4%
3.000% due 05/15/42		3,250,000		3,375,431
3.750% due 08/15/41		3,000,000		3,592,032
				6,967,463
U.S. Treasury Notes - 2.3%
0.375% due 04/15/15		3,000,000		3,007,032
1.250% due 04/30/19		4,000,000		4,077,812
1.750% due 05/31/16		2,250,000		2,359,688
1.750% due 05/15/22		2,000,000		2,029,220
				11,473,752
Total U.S. Treasury Obligations (Cost $18,025,830)				18,441,215

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-23

A-8

PACIFIC LIFE FUNDS

PL INCOME FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Shares		Value
SHORT-TERM INVESTMENT - 9.3%
Money Market Fund - 9.3%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		46,075,348		$46,075,348
Total Short-Term Investment (Cost $46,075,348)				46,075,348
TOTAL INVESTMENTS - 104.8% (Cost $505,931,861)				518,647,911
OTHER ASSETS & LIABILITIES, NET - (4.8%)				(23,773,469	)
NET ASSETS - 100.0%				$494,874,442

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Corporate Bonds & Notes	72.7%
Senior Loan Notes	19.1%
Short-Term Investment	9.3%
U.S. Treasury Obligations	3.7%
	104.8%
Other Assets & Liabilities, Net	(4.8%	)
	100.0%

(b) As of September 30, 2012, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were are follows:

AA / U.S. Government & Agency Issues	6.0%
A	13.5%
BBB	47.5%
BB	18.2%
B	11.9%
Not Rated	2.9%
	100.0%

(c) As of September 30, 2012, 1.2% 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 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$359,783,150		$—		$357,668,150		$2,115,000
	Senior Loan Notes		94,348,198		—		94,348,198		—
	U.S. Treasury Obligations		18,441,215		—		18,441,215		—
	Short-Term Investment		46,075,348		46,075,348		—		—
	Total		$518,647,911		$46,075,348		$470,457,563		$2,115,000

The following is a reconciliation of investments for significant unobservable inputs (Level 3) used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) for the six-month period ended September 30, 2012:

	Corporate Bonds & Notes
Value, Beginning of Period		$525,000
Purchases		2,065,000
Sales		(531,978	)
Accrued Discounts (Premiums)		(579	)
Net Realized Gains		31,978
Change in Net Unrealized Appreciation		25,579
Transfers In		—
Transfers Out		—
Value, End of Period		$2,115,000
Change in Net Unrealized Appreciation on Level 3 Investments Held at the End of Period, if Applicable		$50,579

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-23

A-9

PACIFIC LIFE FUNDS

PL STRATEGIC INCOME FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Shares		Value
COMMON STOCKS - 0.2%
Consumer Discretionary - 0.1%
MGM Resorts International *		1,900		$20,425
Industrials - 0.1%
Kansas City Southern		400		30,312
Total Common Stocks (Cost $52,365)				50,737
EXCHANGE-TRADED FUND - 2.1%
PowerShares Senior Loan Portfolio		21,341		532,458
Total Exchange-Traded Fund (Cost $511,010)				532,458
	Principal Amount
CORPORATE BONDS & NOTES - 88.0%
Consumer Discretionary - 12.2%
99 Cents Only Stores 11.000% due 12/15/19 ~		$100,000		112,750
American Axle & Manufacturing Inc 6.625% due 10/15/22		100,000		101,750
Beazer Homes USA Inc 9.125% due 06/15/18		100,000		101,500
Boyd Gaming Corp 9.000% due 07/01/20 ~		100,000		102,500
Chrysler Group LLC 8.250% due 06/15/21		100,000		107,000
CityCenter Holdings LLC 7.625% due 01/15/16		100,000		107,250
DISH DBS Corp 6.750% due 06/01/21		100,000		109,500
Great Canadian Gaming Corp (Canada) 6.625% due 07/25/22 ~		CAD 50,000		52,703
Harrah’s Operating Co 11.250% due 06/01/17		$100,000		108,000
Hyatt Hotels Corp 6.875% due 08/15/19 ~		100,000		118,832
Jo-Ann Stores Inc 8.125% due 03/15/19 ~		150,000		153,750
Kia Motors Corp (South Korea) 3.625% due 06/14/16 ~		250,000		263,197
Limited Brands Inc 5.625% due 02/15/22		100,000		108,250
MGM Resorts International 6.750% due 10/01/20 ~		100,000		100,250
7.625% due 01/15/17		100,000		106,500
NPC International Inc 10.500% due 01/15/20		150,000		173,250
NVR Inc 3.950% due 09/15/22		250,000		256,927
Scientific Games International Inc 6.250% due 09/01/20 ~		100,000		100,625
Sinclair Television Group Inc 6.125% due 10/01/22 ~		100,000		100,625
Sirius XM Radio Inc 5.250% due 08/15/22 ~		100,000		100,000
The Ryland Group Inc 5.375% due 10/01/22		100,000		100,500
The ServiceMaster Co 8.000% due 02/15/20		100,000		106,500

	Principal Amount		Value
Toys R Us Inc 10.375% due 08/15/17 ~		$50,000		$51,375
Virgin Media Secured Finance PLC (United Kingdom) 6.500% due 01/15/18		145,000		159,500
Wolverine World Wide Inc 6.125% due 10/15/20 ~		100,000		103,500
Wyndham Worldwide Corp 5.750% due 02/01/18		100,000		112,750
				3,119,284
Consumer Staples - 4.1%
Agrokor DD (Croatia) 8.875% due 02/01/20 ~		100,000		100,000
Del Monte Corp 7.625% due 02/15/19		200,000		206,750
Nufarm Australia Ltd (Australia) 6.375% due 10/15/19 ~		100,000		100,000
Pernod-Ricard SA (France) 4.250% due 07/15/22 ~		100,000		109,116
Pinnacle Foods Finance LLC 8.250% due 09/01/17		100,000		108,875
Reynolds Group Issuer Inc 8.500% due 05/15/18		250,000		255,000
9.875% due 08/15/19		50,000		53,437
Spectrum Brands Inc 6.750% due 03/15/20 ~		100,000		103,625
				1,036,803
Energy - 18.1%
Alpha Natural Resources Inc 9.750% due 04/15/18		250,000		247,397
Arch Coal Inc 7.250% due 06/15/21		100,000		84,000
Basic Energy Services Inc 7.750% due 02/15/19		100,000		103,000
BreitBurn Energy Partners LP 7.875% due 04/15/22 ~		100,000		104,000
Bristow Group Inc 6.250% due 10/15/22		100,000		102,750
Cimarex Energy Co 5.875% due 05/01/22		100,000		106,000
Concho Resources Inc 5.500% due 10/01/22		100,000		104,375
Crosstex Energy LP 8.875% due 02/15/18		100,000		107,187
Drill Rigs Holdings Inc 6.500% due 10/01/17 ~		100,000		99,625
Ensco PLC (United Kingdom) 4.700% due 03/15/21		100,000		113,171
EP Energy LLC 6.875% due 05/01/19 ~		100,000		107,125
7.750% due 09/01/22 ~		50,000		51,125
9.375% due 05/01/20 ~		100,000		109,125
EV Energy Partners LP 8.000% due 04/15/19		150,000		156,375
Hilcorp Energy I LP 7.625% due 04/15/21 ~		100,000		110,500
Holly Energy Partners LP 6.500% due 03/01/20 ~		100,000		105,250
Key Energy Services Inc 6.750% due 03/01/21		100,000		102,000
Kinder Morgan Energy Partners LP 3.450% due 02/15/23		250,000		258,009
Korea National Oil Corp (South Korea) 3.125% due 04/03/17 ~		100,000		105,346
Linn Energy LLC 6.250% due 11/01/19 ~		100,000		99,625
Lukoil International Finance BV (Netherlands) 6.356% due 06/07/17 ~		100,000		114,492

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-23

A-10

PACIFIC LIFE FUNDS

PL STRATEGIC INCOME FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
MEG Energy Corp (Canada) 6.375% due 01/30/23 ~		$100,000		$106,875
Newfield Exploration Co 5.625% due 07/01/24		100,000		111,125
OGX Austria GmbH (Austria) 8.375% due 04/01/22 ~		100,000		87,250
ONEOK Partners LP 2.000% due 10/01/17		150,000		152,998
Petrobras International Finance Co (Cayman) 5.375% due 01/27/21		200,000		226,400
Pioneer Natural Resources Co 3.950% due 07/15/22		250,000		266,162
Plains Exploration & Production Co 6.750% due 02/01/22		250,000		255,000
QEP Resources Inc 5.250% due 05/01/23		100,000		102,500
Regency Energy Partners LP 6.875% due 12/01/18		100,000		107,250
Sabine Pass LNG LP 7.500% due 11/30/16		100,000		108,500
Samson Investment Co 9.750% due 02/15/20 ~		100,000		103,125
SandRidge Energy Inc 7.500% due 03/15/21 ~		100,000		103,500
SESI LLC 6.375% due 05/01/19		100,000		107,500
Transocean Inc (Cayman) 3.800% due 10/15/22		200,000		201,503
Weatherford International Ltd (Bermuda) 4.500% due 04/15/22		100,000		104,805
				4,634,970
Financials - 13.3%
Ally Financial Inc 4.625% due 06/26/15		250,000		256,538
Anglo American Capital PLC (United Kingdom) 4.125% due 09/27/22 ~		250,000		251,546
Boston Properties LP REIT 3.850% due 02/01/23		250,000		263,925
BRE Properties Inc REIT 3.375% due 01/15/23		250,000		249,266
DDR Corp REIT 4.625% due 07/15/22		100,000		108,972
Duke Realty LP REIT 4.375% due 06/15/22		100,000		105,675
First Data Corp 6.750% due 11/01/20 ~		100,000		99,875
7.375% due 06/15/19 ~		100,000		103,625
Ford Motor Credit Co LLC 4.250% due 09/20/22		300,000		308,125
Host Hotels & Resorts LP REIT 6.000% due 11/01/20		250,000		277,500
Hub International Ltd 8.125% due 10/15/18 ~		100,000		101,750
Hyundai Capital America 2.125% due 10/02/17 ~		250,000		250,389
Liberty Mutual Group Inc 4.950% due 05/01/22 ~		200,000		209,647
Neuberger Berman Group LLC 5.875% due 03/15/22 ~		100,000		107,500
Nuveen Investments Inc 9.125% due 10/15/17 ~		100,000		99,750
Raymond James Financial Inc 5.625% due 04/01/24		100,000		110,398
Realogy Corp 7.625% due 01/15/20 ~		100,000		110,750

	Principal Amount		Value
UDR Inc REIT 4.625% due 01/10/22		$250,000		$276,499
Vornado Realty LP REIT 5.000% due 01/15/22		100,000		110,885
				3,402,615
Health Care - 6.3%
Biomet Inc 6.500% due 08/01/20 ~		100,000		103,875
CDRT Holding Corp 9.250% due 10/01/17 ~		100,000		97,000
CHS/Community Health Systems Inc 5.125% due 08/15/18		100,000		104,000
7.125% due 07/15/20		100,000		106,812
DaVita Inc 5.750% due 08/15/22		150,000		156,750
DJO Finance LLC 7.750% due 04/15/18		100,000		91,750
HCA Inc 5.875% due 03/15/22		200,000		217,750
HealthSouth Corp 5.750% due 11/01/24		100,000		102,125
Mylan Inc 6.000% due 11/15/18 ~		100,000		106,500
Tenet Healthcare Corp 8.000% due 08/01/20		100,000		107,875
Valeant Pharmaceuticals International 6.750% due 10/01/17 ~		100,000		107,000
Vanguard Health Holding Co II LLC 8.000% due 02/01/18		100,000		107,250
Watson Pharmaceuticals Inc 3.250% due 10/01/22		100,000		101,517
WellPoint Inc 3.300% due 01/15/23		100,000		101,389
				1,611,593
Industrials - 10.6%
ADS Waste Holdings Inc 8.250% due 10/01/20 ~		100,000		102,250
Air Lease Corp 5.625% due 04/01/17 ~		200,000		205,000
Ashtead Capital Inc 6.500% due 07/15/22 ~		100,000		105,375
Avis Budget Car Rental LLC 8.250% due 01/15/19		100,000		109,375
BE Aerospace Inc 5.250% due 04/01/22		100,000		104,250
6.875% due 10/01/20		100,000		111,500
Bombardier Inc (Canada) 5.750% due 03/15/22 ~		100,000		103,000
Burlington Northern Santa Fe LLC 4.375% due 09/01/42		250,000		265,979
Continental Airlines Pass-Through Certificates ‘B’ 5.500% due 04/29/22		100,000		102,500
Delta Air Lines Pass-Through Trust ‘A’ 4.750% due 05/07/21		150,000		156,750
HD Supply Inc 8.125% due 04/15/19 ~		100,000		108,750
International Lease Finance Corp 5.875% due 04/01/19		100,000		106,546
6.750% due 09/01/16 ~		200,000		225,750
Nielsen Finance LLC 4.500% due 10/01/20 ~		150,000		149,812
Owens Corning 6.500% due 12/01/16		150,000		168,623
The Manitowoc Co Inc 9.500% due 02/15/18		100,000		112,500
Tomkins LLC 9.000% due 10/01/18		35,000		39,200

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-23

A-11

PACIFIC LIFE FUNDS

PL STRATEGIC INCOME FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
U.S. Airways Pass-Through Trust ‘A’ 5.900% due 04/22/25		$100,000		$105,750
7.125% due 04/01/26		98,394		107,249
UR Merger Sub Corp 7.625% due 04/15/22 ~		100,000		109,750
8.250% due 02/01/21		100,000		110,250
				2,710,159
Information Technology - 0.4%
Advanced Micro Devices Inc 7.500% due 08/15/22 ~		100,000		97,000
Materials - 16.3%
AK Steel Corp 8.375% due 04/01/22		150,000		129,000
ArcelorMittal (Luxembourg) 6.500% due 02/25/22		250,000		246,721
Ardagh Packaging Finance PLC (Ireland) 9.125% due 10/15/20 ~		150,000		159,125
Berry Plastics Corp 9.500% due 05/15/18		100,000		110,250
Building Materials Corp of America 6.875% due 08/15/18 ~		100,000		107,750
7.000% due 02/15/20 ~		50,000		54,500
Celulosa Arauco y Constitucion SA (Chile) 4.750% due 01/11/22		250,000		262,362
Consolidated Container Co LLC 10.125% due 07/15/20 ~		100,000		107,000
Domtar Corp 4.400% due 04/01/22		100,000		102,610
FMG Resources August 2006 Property Ltd (Australia) 6.875% due 02/01/18 ~		250,000		233,438
6.875% due 04/01/22 ~		100,000		91,875
Graphic Packaging International Inc 7.875% due 10/01/18		100,000		111,250
Hexion U.S. Finance Corp 6.625% due 04/15/20		150,000		153,375
Ineos Finance PLC (United Kingdom) 7.500% due 05/01/20 ~		100,000		102,000
Longview Fibre Paper & Packaging Inc 8.000% due 06/01/16 ~		100,000		104,750
Louisiana-Pacific Corp 7.500% due 06/01/20 ~		100,000		111,875
LyondellBasell Industries (Netherlands) 5.000% due 04/15/19		200,000		213,500
Packaging Corp of America 3.900% due 06/15/22		150,000		155,171
PH Glatfelter Co 5.375% due 10/15/20 ~		100,000		101,500
Rock-Tenn Co 4.000% due 03/01/23 ~		100,000		101,891
4.900% due 03/01/22 ~		100,000		108,558
Rockwood Specialties Group Inc 4.625% due 10/15/20		100,000		101,875
Sappi Papier Holding GmbH (Austria) 8.375% due 06/15/19 ~		100,000		107,375
Sealed Air Corp 8.375% due 09/15/21 ~		100,000		112,500
Tronox Finance LLC 6.375% due 08/15/20 ~		100,000		101,375
Vale Overseas Ltd (Cayman) 4.375% due 01/11/22		250,000		264,100
Vale SA (Brazil) 5.625% due 09/11/42		500,000		511,753
Xstrata Finance Canada Ltd (Canada) 4.950% due 11/15/21 ~		100,000		107,360
				4,174,839

	Principal Amount		Value
Telecommunication Services - 4.8%
America Movil SAV de CV (Mexico) 3.125% due 07/16/22		$100,000		$103,324
CenturyLink Inc 6.000% due 04/01/17		200,000		224,319
Cricket Communications Inc 7.750% due 10/15/20		100,000		98,000
Frontier Communications Corp 7.125% due 01/15/23		100,000		104,375
Intelsat Luxembourg SA (Luxembourg) 11.250% due 02/04/17		250,000		265,313
MetroPCS Wireless Inc 7.875% due 09/01/18		100,000		108,500
SBA Telecommunications Inc 5.750% due 07/15/20 ~		100,000		105,375
Sprint Nextel Corp 7.000% due 03/01/20 ~		100,000		112,250
Telesat LLC (Canada) 6.000% due 05/15/17 ~		100,000		104,500
				1,225,956
Utilities - 1.9%
CMS Energy Corp 5.050% due 03/15/22		100,000		110,669
NRG Energy Inc 7.625% due 01/15/18		250,000		271,875
Puget Energy Inc 5.625% due 07/15/22 ~		100,000		106,500
				489,044
Total Corporate Bonds & Notes (Cost $21,627,618)				22,502,263
U.S. TREASURY OBLIGATIONS - 3.6%
U.S. Treasury Bonds - 3.6%
2.750% due 08/15/42		250,000		246,250
3.000% due 05/15/42		250,000		259,649
3.125% due 11/15/41		400,000		426,750
				932,649
Total U.S. Treasury Obligations (Cost $929,733)				932,649
	Shares
SHORT-TERM INVESTMENT - 5.4%
Money Market Fund - 5.4%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		1,376,865		1,376,865
Total Short-Term Investment (Cost $1,376,865)				1,376,865
TOTAL INVESTMENTS - 99.3% (Cost $24,497,591)				25,394,972
OTHER ASSETS & LIABILITIES, NET - 0.7%				186,209
NET ASSETS - 100.0%				$25,581,181

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-23

A-12

PACIFIC LIFE FUNDS

PL STRATEGIC INCOME FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Energy	18.1%
Materials	16.3%
Financials	13.3%
Consumer Discretionary	12.3%
Industrials	10.7%
Health Care	6.3%
Short -Term Investment	5.4%
Telecommunication Services	4.8%
Consumer Staples	4.1%
U.S. Treasury Obligations	3.6%
Exchange-Traded Funds	2.1%
Utilities	1.9%
Information Technology	0.4%
	99.3%
Other Assets & Liabilities, Net	0.7%
	100.0%

(b) As of September 30, 2012, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

AA / U.S. Government & Agency Issues	4.0%
A	6.4%
BBB	26.1%
BB	25.7%
B	24.5%
CCC	8.4%
Not Rated	4.9%
	100.0%

(c) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks (1)		$50,737		$50,737		$—		$—
	Exchange-Traded Fund		532,458		532,458		—		—
	Corporate Bonds & Notes		22,502,263		—		22,289,264		212,999
	U.S. Treasury Obligations		932,649		—		932,649		—
	Short-Term Investment		1,376,865		1,376,865		—		—
	Total		$25,394,972		$1,960,060		$23,221,913		$212,999

During the six-month period ended September 30, 2012, an investment with a value of $107,249 was transferred from level 2 to level 3 due to valuation being updated from an evaluated vendor price to a single broker quoted vendor price.

The following is a reconciliation of investments for significant unobservable inputs (Level 3) used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) for the six-month period ended September 30, 2012:

	Corporate Bonds & Notes
Value, Beginning of Period		$—
Purchases		100,000
Sales		—
Accrued Discounts (Premiums)		—
Net Realized Gains (Losses)		—
Change in Net Unrealized Appreciation		5,750
Transfers In		107,249
Transfers Out		—
Value, End of Period		$212,999
Change in Net Unrealized Appreciation on Level 3 Investments Held at the End of Period, if Applicable		$5,750

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

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-23

A-13

PACIFIC LIFE FUNDS

PL FLOATING RATE INCOME FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Principal Amount		Value
CORPORATE BONDS & NOTES - 6.7%
Consumer Discretionary - 0.2%
NPC International Inc 10.500% due 01/15/20		$150,000		$173,250
Consumer Staples - 0.8%
Reynolds Group Issuer Inc 5.750% due 10/15/20 ~		250,000		250,313
9.875% due 08/15/19		500,000		534,375
				784,688
Financials - 0.5%
First Data Corp 6.750% due 11/01/20 ~		500,000		499,375
Health Care - 0.6%
CHS/Community Health Systems Inc 7.125% due 07/15/20		500,000		534,063
Industrials - 0.8%
Ceridian Corp 8.875% due 07/15/19 ~		500,000		542,500
U.S. Airways 2011-1 Pass-Through Trust ‘A’ 7.125% due 10/22/23		245,984		268,122
				810,622
Information Technology - 0.8%
Advanced Micro Devices Inc 7.500% due 08/15/22 ~		750,000		727,500
Materials - 1.0%
FMG Resources August 2006 Property Ltd (Australia) 7.000% due 11/01/15 ~		1,000,000		1,000,000
Telecommunication Services - 2.0%
Hughes Satellite Systems Corp 7.625% due 06/15/21		250,000		278,125
Intelsat Jackson Holdings SA (Luxembourg) 7.250% due 10/15/20 ~		1,000,000		1,080,000
Intelsat Luxembourg SA (Luxembourg) 11.500% due 02/04/17		500,000		531,875
				1,890,000
Total Corporate Bonds & Notes (Cost $6,248,286)				6,419,498
SENIOR LOAN NOTES - 87.2%
Consumer Discretionary - 25.4%
99 Cents Only Stores Tranche B-1 5.250% due 01/11/19 §		496,256		502,459
Acosta Inc Term D 5.000% due 03/02/18 §		997,500		1,004,363
Allison Transmission Inc Term B-3 4.250% due 08/23/19 §		997,500		1,002,176
AOT Bedding Term B due 09/29/19 µ		1,000,000		997,411
Ascena Retail Group Inc Tranche B 4.750% due 06/14/18 §		997,500		1,006,644
Bass Pro Group LLC 5.250% due 06/13/17 §		995,000		1,008,526

	Principal Amount		Value
Burger King Corp Tranche B 3.750% due 09/28/19 §		$686,531		$688,483
Caesars Entertainment Operating Co Inc Term B-6 5.467% due 01/28/18 §		446,625		407,067
Cannery Casino Resorts LLC Term B due 09/12/18 µ		1,000,000		1,001,250
Capital Automotive LP Tranche B 5.250% due 03/11/17 §		954,493		961,651
Clear Channel Communications Inc Tranche A due 07/30/14 µ r		500,000		471,875
Tranche B 3.866% due 01/29/16 §		984,266		807,098
ClubCorp Club Operations Inc Term B 6.000% due 11/30/16 §		742,443		748,940
Cogeco Cable Term B due 09/10/19 µ		500,000		505,000
Focus Brands Inc (1st Lien) 6.265% due 02/21/18 §		459,139		465,452
FoxCo Acquisition Sub LLC (Initial) 5.500% due 07/14/17 §		750,000		757,500
Interactive Data Corp Term B 4.500% due 02/11/18 §		495,000		498,401
Jo-Ann Stores Inc 4.750% due 03/16/18 §		483,451		485,415
Live Nation Entertainment Inc Term B 4.500% due 11/07/16 §		498,750		500,824
Lord & Taylor Holdings LLC 5.750% due 01/11/19 §		719,410		725,705
MGM Resorts International Term C 5.000% due 02/23/15 §		1,000,000		1,010,446
NPC International Inc 5.250% due 12/28/18 §		497,500		503,719
Party City Holdings Inc 5.750% due 07/27/19 §		750,000		760,430
Peninsula Gaming LLC Term B due 08/03/17 µ r		1,000,000		1,015,625
Petco Animal Supplies Inc 4.500% due 11/24/17 §		994,950		1,001,271
Savers Inc Term B 6.250% due 07/09/19 §		997,500		1,011,216
Seven Seas Cruise S DE RL Term B 6.250% due 12/21/18 §		1,000,000		1,008,750
The Goodyear Tire & Rubber Co (2nd Lien) 4.750% due 04/30/19 §		1,000,000		1,010,417
The Neiman Marcus Group Inc 4.750% due 05/16/18 §		1,000,000		1,007,216
Wendy’s International Inc 4.750% due 05/15/19 §		1,000,000		1,010,156
WideOpenWest Finance LLC 6.250% due 07/17/18 §		498,750		504,049
				24,389,535
Consumer Staples - 9.2%
BJ’s Wholesale Club LLC
Term B (1st Lien) due 09/29/18 µ		500,000		503,688
(2nd Lien) due 03/29/19 µ		500,000		508,750
Del Monte Foods Co (Initial) 4.500% due 03/08/18 §		719,069		719,369
Pinnacle Foods Finance LLC Tranche E 4.750% due 10/17/18 §		995,000		998,316
Prestige Brands International Inc Term B 5.250% due 01/31/19 §		428,030		432,998
Revlon Consumer Products Corp Term B 4.750% due 11/19/17 §		992,462		998,200
Reynolds Group Holdings Inc Term B due 09/18/18 µ		750,000		753,982

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-23

A-14

PACIFIC LIFE FUNDS

PL FLOATING RATE INCOME FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
Sprouts Farmers Markets Holdings LLC (Initial) 6.000% due 04/18/18 §		$494,975		$495,594
Term-1 6.000% due 04/18/18 §		498,750		502,491
SUPERVALU Inc 8.000% due 08/30/18 §		1,496,250		1,507,589
U.S. Foods Inc 5.750% due 03/31/17 §		1,483,734		1,465,187
				8,886,164
Energy - 3.9%
Arch Coal Inc 5.750% due 05/16/18 §		997,500		1,006,848
EP Energy LLC Tranche B-1 5.000% due 05/24/18 §		1,250,000		1,263,281
Samson Investment Company Term B due 09/18/19 µ		500,000		503,854
(Initial 2nd Lien) 6.000% due 09/25/18 §		500,000		503,854
Tervita Corp Term A 6.500% due 11/14/14 §		496,250		497,904
				3,775,741
Financials - 5.9%
Amwins Group LLC (1st Lien) 5.750% due 06/06/19 §		997,500		1,001,241
CNO Financial Term B due 09/04/18 µ		1,000,000		1,004,790
First Data Corp 4.217% due 03/26/18 §		1,000,000		957,670
Nuveen Investments Inc
(Extended 1st Lien) 5.900% due 05/13/17 §		500,000		499,896
(2nd Lien) 8.250% due 02/28/19 §		1,000,000		1,009,167
Realogy Corp (Synthetic Letter of Credit) 3.214% due 10/10/13 §		69,826		67,207
(Extended Synthetic Commitment) 4.475% due 10/10/16 §		54,270		53,705
(Extended) 4.478% due 10/10/16 §		695,319		688,075
ROC Finance LLC Term B due 08/19/17 µ r		366,667		376,750
				5,658,501
Health Care - 13.5%
Bausch & Lomb Inc (Parent) 5.250% due 05/17/19 §		1,496,250		1,514,579
Capsugel Holdings US Inc (Initial) 3.831% due 08/01/18 §		1,412,589		1,422,007
Catalent Pharma Solutions Inc Term-2 5.250% due 09/15/17 §		496,256		501,219
ConvaTec Inc Term B due 12/22/16 µ		500,000		502,500
DaVita Inc Term B due 08/01/19 µ r		1,250,000		1,254,688
DJO Finance LLC Tranche B-3 6.250% due 09/15/17 §		1,245,620		1,251,848
Hologic Inc Tranche B 4.500% due 08/01/19 §		1,000,000		1,013,000
Iasis Healthcare LLC Term B 5.000% due 05/03/18 §		992,468		996,811
Ikaria Acquisition Inc Term B due 09/04/17 µ		500,000		501,250
Kindred Healthcare Inc Term B (Incremental) due 06/01/18 µ		1,000,000		987,800
Par Pharmaceutical Term B due 08/02/19 µ		1,000,000		999,375

	Principal Amount		Value
Pharmaceutical Product Development Inc 6.250% due 12/05/18 §		$496,250		$501,419
U.S. Renal Care Inc (Initial 1st Lien) 6.253% due 07/03/19 §		997,500		1,012,463
Valeant Pharmaceuticals International Inc Term B due 09/12/19 µ		500,000		501,375
				12,960,334
Industrials - 13.6%
ADS Waste Holdings Inc Term B due 09/11/19 µ		1,000,000		1,008,333
AlixPartners LLP Term B-2 (Initial 1st Lien) 6.500% due 06/28/19 §		997,500		1,013,293
AWAS Finance Luxembourg SARL 5.250% due 06/10/16 §		893,617		896,968
CAMP Systems (Initial 1st Lien) 6.500% due 05/31/19 §		1,000,000		1,011,563
Ceridian Corp (Extended) due 05/09/17 µ		500,000		503,750
CPG International I Inc 5.750% due 09/21/19 §		750,000		752,813
Delos Aircraft Inc 4.750% due 04/12/16 §		1,000,000		1,011,250
Delta Air Lines Inc 5.500% due 04/20/17 §		493,750		498,996
Generac Power Systems Inc 6.250% due 05/30/18 §		750,000		765,938
HD Supply Inc Term B 7.250% due 10/12/17 §		750,000		775,468
Hupah Finance Inc (Initial) 6.274% due 01/21/19 §		497,500		503,408
John Maneely Co 4.750% due 04/01/17 §		496,227		499,639
Navistar Inc Tranche B 7.000% due 08/17/17 §		1,000,000		1,016,250
Protection One Alarm Monitoring Inc 5.750% due 03/21/19 §		891,440		897,011
Rexnord LLC Term B 5.000% due 04/01/18 §		993,744		999,644
Terex Corp 5.500% due 04/28/17 §		495,000		497,475
WCA Waste Corp 5.500% due 03/23/18 §		497,500		500,609
				13,152,408
Information Technology - 1.8%
Infor Inc Term B-2 due 04/05/18 µ		1,000,000		1,005,260
SSI Investments II Ltd due 05/26/17 µ		250,000		248,750
8.250% due 08/24/19 §		495,000		498,016
				1,752,026
Materials - 6.3%
Essar Steel Algoma Inc Term B due 09/18/14 µ		1,000,000		1,010,000
Polyone Corp 5.000% due 12/20/17 §		496,250		500,747
Sealed Air Corp Term B (Advance) 4.750% due 10/03/18 §		1,478,728		1,490,478
Taminco Global Chemical Corp Tranche B-1 5.250% due 02/15/19 §		995,000		1,007,438
UCI International Inc 5.500% due 07/26/17 §		994,937		1,007,373
Univar Inc due 06/30/17 µ		1,000,000		990,100
				6,006,136

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-23

A-15

PACIFIC LIFE FUNDS

PL FLOATING RATE INCOME FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
Telecommunication Services - 5.8%
Atlantic Broadband Finance LLC (2nd Lien) 9.750% due 10/04/19 §		$1,000,000		$1,048,750
Level 3 Financing Inc due 08/01/19 µ		1,000,000		1,000,000
Tranche B 5.250% due 08/01/19 §		500,000		502,813
Tranche B-2 5.750% due 09/01/18 §		500,000		503,281
Tranche B-3 5.750% due 09/01/18 §		500,000		503,282
WaveDivision Holdings LLC Term B due 08/01/17 µ r		750,000		756,563
(Initial) due 08/09/19 µ r		750,000		756,563
West Corp Term B-6 5.750% due 06/30/18 §		498,750		504,049
				5,575,301
Utilities - 1.8%
Calpine Corp due 09/27/19 µ		1,000,000		995,000
Texas Competitive Electric Holdings Co LLC (Non-Extended) 3.757% due 10/10/14 §		1,000,000		747,375
				1,742,375
Total Senior Loan Notes (Cost $82,837,579)				83,898,521
	Shares
SHORT-TERM INVESTMENT - 16.3%
Money Market Fund - 16.3%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		15,712,999		15,712,999
Total Short-Term Investment (Cost $15,712,999)				15,712,999
TOTAL INVESTMENTS - 110.2% (Cost $104,798,864)				106,031,018
OTHER ASSETS & LIABILITIES, NET - (10.2%)				(9,815,286	)
NET ASSETS - 100.0%				$96,215,732

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Consumer Discretionary	25.6%
Short-Term Investment	16.3%
Industrials	14.4%
Health Care	14.1%
Consumer Staples	10.0%
Telecommunication Services	7.8%
Materials	7.3%
Financials	6.4%
Energy	3.9%
Information Technology	2.6%
Utilities	1.8%
	110.2%
Other Assets & Liabilities, Net	(10.2%	)
	100.0%

(b) As of September 30, 2012, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

BBB	4.9%
BB	30.2%
B	52.9%
CCC	4.5%
Not Rated	7.5%
	100.0%

(c) Pursuant to the terms of the following senior loan agreement, the fund had an unfunded loan commitment of $134,000 or 0.1% of the net assets as of September 30, 2012, which could be extended at the option of the borrower:

Borrower	Unfunded Loan Commitment		Market Value		Unrealized Appreciation
ROC Finance LLC r		$134,000		$137,000		$3,000

(d) As of September 30, 2012, 5.0% 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-23

A-16

PACIFIC LIFE FUNDS

PL FLOATING RATE INCOME FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

(e) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$6,419,498		$—		$6,151,376		$268,122
	Senior Loan Notes		83,898,521		—		83,898,521		—
	Short-Term Investment		15,712,999		15,712,999		—		—
	Unfunded Loan Commitment		137,000		—		137,000		—
	Total		$106,168,018		$15,712,999		$90,186,897		$268,122

During the six-month period ended September 30, 2012, an investment with a value of $268,122 was transferred from level 2 to level 3 due to valuation being updated from an evaluated vendor price to a single broker quoted vendor price.

The following is a reconciliation of investments for significant unobservable inputs (Level 3) used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) for the six-month period ended September 30, 2012:

	Corporate Bonds & Notes
Value, Beginning of Period		$—
Purchases		—
Sales		—
Accrued Discounts (Premiums)		—
Net Realized Gains (Losses)		—
Change in Net Unrealized Appreciation (Depreciation)		—
Transfers In		268,122
Transfers Out		—
Value, End of Period		$268,122
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-23

A-17

PACIFIC LIFE FUNDS

PL HIGH INCOME FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Shares		Value
EXCHANGE-TRADED FUNDS - 4.6%
iShares iBoxx $ High Yield Corporate Bond Fund		1,100		$101,530
PowerShares Senior Loan Portfolio		12,000		299,400
SPDR Barclays Capital High Yield Bond ETF		2,500		100,525
Total Exchange-Traded Funds (Cost $498,988)				501,455
	Principal Amount
CORPORATE BONDS & NOTES - 85.9%
Consumer Discretionary - 14.9%
99 Cents Only Stores 11.000% due 12/15/19 ~		$50,000		56,375
American Axle & Manufacturing Inc 6.625% due 10/15/22		50,000		50,875
Beazer Homes USA Inc 9.125% due 06/15/18		25,000		25,375
Boyd Gaming Corp 9.000% due 07/01/20 ~		50,000		51,250
Cablevision Systems Corp 8.625% due 09/15/17		100,000		116,750
Caesars Entertainment Operating Co Inc 11.250% due 06/01/17		50,000		54,000
CCO Holdings LLC
6.625% due 01/31/22		50,000		54,875
7.250% due 10/30/17		25,000		27,375
Chrysler Group LLC 8.000% due 06/15/19		50,000		53,250
CityCenter Holdings LLC 7.625% due 01/15/16		50,000		53,625
CKE Restaurants Inc 11.375% due 07/15/18		50,000		58,250
Clear Channel Communications Inc 5.500% due 12/15/16		100,000		57,000
DISH DBS Corp
4.625% due 07/15/17 ~		50,000		51,375
6.750% due 06/01/21		100,000		109,500
Great Canadian Gaming Corp (Canada) 6.625% due 07/25/22 ~		25,000		26,352
Jo-Ann Stores Inc 8.125% due 03/15/19 ~		50,000		51,250
Limited Brands Inc 5.625% due 02/15/22		50,000		54,125
MGM Resorts International
6.750% due 10/01/20 ~		50,000		50,125
7.625% due 01/15/17		100,000		106,500
Mohawk Industries Inc 6.375% due 01/15/16		25,000		28,250
NPC International Inc 10.500% due 01/15/20		50,000		57,750
Scientific Games International Inc 6.250% due 09/01/20 ~		50,000		50,312
Sinclair Television Group Inc 6.125% due 10/01/22 ~		50,000		50,313
Sirius XM Radio Inc 5.250% due 08/15/22 ~		25,000		25,000
Standard Pacific Corp 8.375% due 05/15/18		100,000		115,875
The Ryland Group Inc 5.375% due 10/01/22		50,000		50,250
The ServiceMaster Co 8.000% due 02/15/20		50,000		53,250
Toys R Us Inc 10.375% due 08/15/17 ~		25,000		25,687

	Principal Amount		Value
Wolverine World Wide Inc 6.125% due 10/15/20 ~		$50,000		$51,750
XM Satellite Radio Inc 7.625% due 11/01/18 ~		25,000		27,750
				1,644,414
Consumer Staples - 4.2%
Agrokor DD (Croatia) 8.875% due 02/01/20 ~		50,000		50,000
Del Monte Corp 7.625% due 02/15/19		50,000		51,687
JBS USA LLC 8.250% due 02/01/20 ~		50,000		50,125
Nufarm Australia Ltd (Australia) 6.375% due 10/15/19 ~		50,000		50,000
Reynolds Group Issuer Inc
5.750% due 10/15/20 ~		50,000		50,063
9.000% due 04/15/19		100,000		102,500
9.875% due 08/15/19		50,000		53,437
Spectrum Brands Inc 6.750% due 03/15/20 ~		50,000		51,812
				459,624
Energy - 16.0%
Alpha Natural Resources Inc 9.750% due 04/15/18		100,000		98,959
Arch Coal Inc 7.250% due 06/15/21		50,000		42,000
Basic Energy Services Inc 7.750% due 02/15/19		100,000		103,000
BreitBurn Energy Partners LP 7.875% due 04/15/22 ~		50,000		52,000
Bristow Group Inc 6.250% due 10/15/22		50,000		51,375
Chaparral Energy Inc 8.250% due 09/01/21		50,000		54,250
Chesapeake Energy Corp 9.500% due 02/15/15		50,000		55,312
Cimarex Energy Co 5.875% due 05/01/22		50,000		53,000
Concho Resources Inc 5.500% due 10/01/22		50,000		52,188
Crosstex Energy LP 8.875% due 02/15/18		50,000		53,594
Drill Rigs Holdings Inc 6.500% due 10/01/17 ~		50,000		49,813
EP Energy LLC 6.875% due 05/01/19 ~		50,000		53,562
EV Energy Partners LP 8.000% due 04/15/19		50,000		52,125
Holly Energy Partners LP 6.500% due 03/01/20 ~		50,000		52,625
Key Energy Services Inc 6.750% due 03/01/21 ~		50,000		50,750
Linn Energy LLC 7.750% due 02/01/21		100,000		106,250
MEG Energy Corp (Canada) 6.375% due 01/30/23 ~		50,000		53,438
Newfield Exploration Co 5.625% due 07/01/24		50,000		55,563
OGX Austria GmbH (Austria) 8.500% due 06/01/18 ~		50,000		45,250
Peabody Energy Corp 6.000% due 11/15/18 ~		50,000		50,250
Plains Exploration & Production Co 6.750% due 02/01/22		50,000		51,000
QEP Resources Inc 5.250% due 05/01/23		50,000		51,250

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-23

A-18

PACIFIC LIFE FUNDS

PL HIGH INCOME FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
Regency Energy Partners LP
5.500% due 04/15/23		$50,000		$50,688
6.500% due 07/15/21		50,000		53,750
Sabine Pass LNG LP 7.500% due 11/30/16		100,000		108,500
Samson Investment Co 9.750% due 02/15/20 ~		50,000		51,562
SandRidge Energy Inc
7.500% due 03/15/21 ~		50,000		51,750
8.000% due 06/01/18 ~		50,000		52,750
SESI LLC 6.375% due 05/01/19		100,000		107,500
				1,764,054
Financials - 7.7%
Ally Financial Inc
4.625% due 06/26/15		100,000		102,615
5.500% due 02/15/17		100,000		104,650
American International Group Inc 8.175% due 05/15/68 §		50,000		61,438
CIT Group Inc 5.375% due 05/15/20		75,000		81,562
DDR Corp REIT 4.625% due 07/15/22		50,000		54,486
First Data Corp
6.750% due 11/01/20 ~		50,000		49,938
12.625% due 01/15/21		75,000		78,094
General Motors Financial Co Inc 4.750% due 08/15/17 ~		50,000		51,332
Host Hotels & Resorts LP REIT 6.000% due 11/01/20		25,000		27,750
Hub International Ltd 8.125% due 10/15/18 ~		50,000		50,875
Liberty Mutual Group Inc 7.800% due 03/07/87 ~		25,000		27,250
Neuberger Berman Group LLC 5.875% due 03/15/22 ~		50,000		53,750
Nuveen Investments Inc 9.500% due 10/15/20 ~		50,000		50,000
Realogy Corp 7.625% due 01/15/20 ~		50,000		55,375
				849,115
Health Care - 10.2%
Apria Healthcare Group Inc 11.250% due 11/01/14		100,000		103,000
Biomet Inc
6.500% due 08/01/20 ~		50,000		51,937
6.500% due 10/01/20 ~		50,000		49,250
CDRT Holding Corp 9.250% due 10/01/17 ~		50,000		48,500
CHS/Community Health Systems Inc
5.125% due 08/15/18		25,000		26,000
7.125% due 07/15/20		50,000		53,406
DaVita Inc 5.750% due 08/15/22		50,000		52,250
DJO Finance LLC 7.750% due 04/15/18		50,000		45,875
Fresenius Medical Care US Finance II Inc 5.875% due 01/31/22 ~		50,000		53,625
HCA Inc 5.875% due 03/15/22		150,000		163,313
HealthSouth Corp 5.750% due 11/01/24		50,000		51,063
Mylan Inc 6.000% due 11/15/18 ~		50,000		53,250
Prospect Medical Holdings Inc 8.375% due 05/01/19 ~		50,000		53,250

	Principal Amount		Value
Sky Growth Acquisition Corp 7.375% due 10/15/20 ~		$50,000		$50,438
Tenet Healthcare Corp 8.000% due 08/01/20		50,000		53,937
Universal Hospital Services Inc 7.625% due 08/15/20 ~		50,000		52,250
Vanguard Health Holding Co II LLC 8.000% due 02/01/18		100,000		107,250
VPI Escrow Corp 6.375% due 10/15/20 ~		50,000		51,250
				1,119,844
Industrials - 8.7%
ADS Waste Holdings Inc 8.250% due 10/01/20 ~		50,000		51,125
Air Lease Corp 5.625% due 04/01/17 ~		50,000		51,250
Ashtead Capital Inc 6.500% due 07/15/22 ~		50,000		52,688
Avis Budget Car Rental LLC 8.250% due 01/15/19		50,000		54,687
B/E Aerospace Inc 5.250% due 04/01/22		50,000		52,125
Bombardier Inc (Canada) 5.750% due 03/15/22 ~		100,000		103,000
Continental Airlines Pass-Through Certificates ‘B’ 5.500% due 04/29/22		50,000		51,250
Delta Air Lines Pass-Through Trust ‘A’ 4.750% due 05/07/21		50,000		52,250
HD Supply Inc 8.125% due 04/15/19 ~		50,000		54,375
International Lease Finance Corp 6.250% due 05/15/19		100,000		108,000
Nielsen Finance LLC 4.500% due 10/01/20 ~		50,000		49,937
Roofing Supply Group LLC 10.000% due 06/01/20 ~		50,000		54,750
U.S. Airways Pass-Through Trust ‘A’ 7.125% due 04/22/25		98,394		107,249
United Rentals North America Inc 8.375% due 09/15/20		50,000		53,750
UR Merger Sub Corp 8.250% due 02/01/21		50,000		55,125
				951,561
Information Technology - 1.8%
Advanced Micro Devices Inc 7.500% due 08/15/22 ~		50,000		48,500
CDW LLC 8.500% due 04/01/19		50,000		54,625
Freescale Semiconductor Inc 8.050% due 02/01/20		100,000		99,000
				202,125
Materials - 11.6%
AK Steel Corp 8.375% due 04/01/22		50,000		43,000
ArcelorMittal (Luxembourg) 6.500% due 02/25/22		50,000		49,344
Ardagh Packaging Finance PLC (Ireland)
9.125% due 10/15/20 ~		25,000		26,563
9.125% due 10/15/20 ~		100,000		106,000
Berry Plastics Corp 9.500% due 05/15/18		50,000		55,125
Boise Paper Holdings LLC 9.000% due 11/01/17		100,000		110,500
Building Materials Corp of America 6.875% due 08/15/18 ~		50,000		53,875

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-23

A-19

PACIFIC LIFE FUNDS

PL HIGH INCOME FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
Consolidated Container Co LLC 10.125% due 07/15/20 ~		$50,000		$53,500
FMG Resources August 2006 Property Ltd (Australia)
6.875% due 02/01/18 ~		100,000		93,375
7.000% due 11/01/15 ~		50,000		50,000
Hexion U.S. Finance Corp 9.000% due 11/15/20		50,000		44,875
Ineos Finance PLC (United Kingdom) 7.500% due 05/01/20 ~		50,000		51,000
Louisiana-Pacific Corp 7.500% due 06/01/20		50,000		55,937
LyondellBasell Industries NV (Netherlands) 5.000% due 04/15/19		50,000		53,375
Novelis Inc (Canada) 8.375% due 12/15/17		50,000		54,875
PH Glatfelter Co 5.375% due 10/15/20 ~		50,000		50,750
Rock-Tenn Co 4.000% due 03/01/23 ~		50,000		50,946
Rockwood Specialties Group Inc 4.625% due 10/15/20		50,000		50,938
Sappi Papier Holding GmbH (Austria) 8.375% due 06/15/19 ~		50,000		53,687
Sealed Air Corp 8.375% due 09/15/21 ~		100,000		112,500
Tronox Finance LLC 6.375% due 08/15/20 ~		50,000		50,687
				1,270,852
Telecommunication Services - 7.8%
Clearwire Communications LLC 12.000% due 12/01/15 ~		50,000		49,500
Cricket Communications Inc 7.750% due 10/15/20		50,000		49,000
Digicel Ltd (Bermuda) 7.000% due 02/15/20 ~		75,000		77,250
Frontier Communications Corp
7.125% due 01/15/23		50,000		52,188
8.250% due 04/15/17		50,000		57,000
Hughes Satellite Systems Corp 7.625% due 06/15/21		100,000		111,250
Intelsat Luxembourg SA (Luxembourg) 11.500% due 02/04/17		125,000		132,969
Level 3 Financing Inc 7.000% due 06/01/20 ~		50,000		50,687
SBA Telecommunications Inc 5.750% due 07/15/20 ~		50,000		52,687
Sprint Nextel Corp
7.000% due 08/15/20		50,000		52,187
9.000% due 11/15/18 ~		50,000		60,125
9.125% due 03/01/17		50,000		56,875
Telesat Canada (Canada) 6.000% due 05/15/17 ~		50,000		52,250
				853,968
Utilities - 3.0%
AmeriGas Finance LLC 7.000% due 05/20/22		50,000		54,000
GenOn Energy Inc 9.875% due 10/15/20		50,000		55,750
NRG Energy Inc 7.625% due 01/15/18		50,000		54,375

	Principal Amount		Value
Puget Energy Inc 5.625% due 07/15/22 ~		$50,000		$53,250
The AES Corp 7.375% due 07/01/21		100,000		114,500
				331,875
Total Corporate Bonds & Notes (Cost $9,019,549)				9,447,432
	Shares
SHORT-TERM INVESTMENT - 15.6%
Money Market Fund - 15.6%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		1,720,663		1,720,663
Total Short-Term Investment (Cost $1,720,663)				1,720,663
TOTAL INVESTMENTS - 106.1% (Cost $11,239,200)				11,669,550
OTHER ASSETS & LIABILITIES, NET - (6.1%)				(667,572	)
NET ASSETS - 100.0%				$11,001,978

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Energy	16.0%
Short-Term Investment	15.6%
Consumer Discretionary	14.9%
Materials	11.6%
Health Care	10.2%
Industrials	8.7%
Telecommunications Services	7.8%
Financials	7.7%
Exchange-Traded Funds	4.6%
Consumer Staples	4.2%
Utilities	3.0%
Information Technology	1.8%
	106.1%
Other Assets & Liabilities, Net	(6.1%	)
	100.0%

(b) As of September 30, 2012, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

A	0.6%
BBB	6.6%
BB	37.3%
B	39.0%
CCC	16.0%
Not Rated	0.5%
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-23

A-20

PACIFIC LIFE FUNDS

PL HIGH INCOME FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

(c) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Exchange-Traded Funds		$501,455		$501,455		$—		$—
	Corporate Bonds & Notes		9,447,432		—		9,340,183		107,249
	Short-Term Investment		1,720,663		1,720,663		—		—
	Total		$11,669,550		$2,222,118		$9,340,183		$107,249

During the six-month period ended September 30, 2012, an investment with a value of $107,249 was transferred from level 2 to level 3 due to valuation being updated from an evaluated vendor price to a single broker quoted vendor price.

The following is a reconciliation of investments for significant unobservable inputs (Level 3) used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) for the six-month period ended September 30, 2012:

	Corporate Bonds & Notes
Value, Beginning of Period		$—
Purchases		—
Sales		—
Accrued Discounts (Premiums)		—
Net Realized Gains (Losses)		—
Change in Net Unrealized Appreciation (Depreciation)		—
Transfers In		107,249
Transfers Out		—
Value, End of Period		$107,249
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-23

A-21

PACIFIC LIFE FUNDS

PL MONEY MARKET FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Principal Amount		Value
SHORT-TERM INVESTMENTS - 100.7%
Certificates of Deposit - 4.3%
Bank of Montreal Chicago IL 0.130% due 10/12/12		$1,300,000		$1,300,000
Commercial Paper - 78.5%
AstraZeneca PLC (United Kingdom) 0.140% due 11/27/12		1,000,000		999,778
Baker Hughes Inc 0.180% due 10/30/12		1,250,000		1,249,819
Bank of Nova Scotia NY 0.010% due 10/01/12		500,000		500,000
0.125% due 10/05/12		750,000		749,989
Dell Inc 0.130% due 10/01/12		900,000		900,000
General Electric Capital Corp 0.030% due 10/15/12		400,000		399,995
0.070% due 10/03/12		900,000		899,996
Google Inc 0.090% due 10/10/12		1,300,000		1,299,971
Honeywell International Inc 0.140% due 12/27/12		600,000		599,797
John Deere Bank SA (Luxembourg) 0.150% due 10/15/12		1,000,000		999,942
Kimberly-Clark Worldwide Inc 0.090% due 10/18/12		400,000		399,983
0.100% due 10/11/12		900,000		899,975
Medtronic Inc 0.160% due 12/20/12		1,400,000		1,399,502
Nestle Capital Corp 0.080% due 12/05/12		1,200,000		1,199,827
NetJets Inc 0.130% due 10/04/12		900,000		899,990
Northwestern University 0.140% due 11/13/12		1,000,000		999,833
Novartis Finance Corp 0.110% due 10/02/12		500,000		499,998
Pfizer Inc 0.090% due 10/11/12		750,000		749,981
Philip Morris International Inc 0.100% due 10/17/12		1,000,000		999,956
Royal Bank of Canada (Canada) 0.090% due 10/24/12		1,100,000		1,099,937
The Coca-Cola Co 0.140% due 11/05/12		500,000		499,932
0.160% due 11/16/12		500,000		499,898
The Procter & Gamble Co 0.120% due 10/03/12		800,000		799,995
The Walt Disney Co 0.090% due 10/19/12		400,000		399,982
0.120% due 11/20/12		1,000,000		999,833

	Principal Amount		Value
Toyota Motor Credit Corp 0.200% due 10/23/12		$750,000		$749,908
0.210% due 10/22/12		500,000		499,939
Wal-Mart Stores Inc 0.110% due 10/02/12		1,400,000		1,399,996
				23,597,752
U.S. Treasury Bills - 17.5%
0.099% due 11/15/12		1,250,000		1,249,844
0.100% due 10/25/12		1,250,000		1,249,917
0.101% due 12/06/12		1,250,000		1,249,765
0.107% due 12/27/12		1,500,000		1,499,612
				5,249,138
	Shares
Money Market Fund - 0.4%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		103,157		103,157
Total Short-Term Investments (Amortized Cost $30,250,047)				30,250,047
TOTAL INVESTMENTS - 100.7% (Amortized Cost $30,250,047)				30,250,047
OTHER ASSETS & LIABILITIES, NET - (0.7%)				(203,313	)
NET ASSETS - 100.0%				$30,046,734

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Commercial Paper	78.5%
U.S. Treasury Bills	17.5%
Certificates of Deposit	4.3%
Money Market Fund	0.4%
	100.7%
Other Assets & Liabilities, Net	(0.7%	)
	100.0%

(b) As of September 30, 2012, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

A-1 (Short Term Debt Only) 100.0%

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

(d) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Short-Term Investments		$30,250,047		$103,157		$30,146,890		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-23

A-22

PACIFIC LIFE FUNDS

Schedule of Investments (Continued)

Explanation of Symbols and Terms

September 30, 2012 (Unaudited)

Explanation of Symbols:
*	Non-income producing investments.
~	Securities are not registered under the Securities Act of 1933 (1933 Act). These securities are either (1) exempt from registration pursuant to Rule 144A under the 1933 Act and may only be sold to “qualified institutional buyers”, or (2) the securities comply with Regulation S rules governing offers and sales made outside the United States without registration under the 1933 Act and contain certain restrictions as to public resale.
§	Variable rate investments. The rate shown is based on the latest available information as of September 30, 2012. For senior loan notes, the rate shown may represent a weighted average interest rate.
µ	Unsettled position. Contract rates do not take effect until settlement date.
r	Illiquid Investments. Investments were reported as illiquid by the portfolio manager pursuant to the Trust’s policy and procedures (See Note 4 in Notes to Financial Statements).
Currency Abbreviation:
CAD	Canadian Dollar
Other Abbreviation:
REIT	Real Estate Investment Trust

Note:

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

See Notes to Financial Statements

A-23

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES

September 30, 2012 (Unaudited)

	PL Portfolio Optimization Funds
	Conservative Fund			Moderate- Conservative Fund			Moderate Fund			Moderate- Aggressive Fund			Aggressive Fund
ASSETS
Investments in affiliated mutual funds, at cost		$414,039,154			$386,076,847			$987,007,543			$665,160,931			$194,267,330
Investments in affiliated mutual funds, at value		$456,196,514			$433,777,210			$1,121,490,688			$767,120,067			$237,555,201
Receivables:
Fund shares sold		2,139,258			1,717,156			4,225,628			1,685,347			377,604
Securities sold		—			—			—			—			188,698
Due from adviser		37,174			36,420			87,069			64,063			23,162
Prepaid expenses and other assets		12,901			2,302			7,162			4,558			1,498
Total Assets		458,385,847			435,533,088			1,125,810,547			768,874,035			238,146,163
LIABILITIES
Payables:
Fund shares redeemed		1,215,619			1,806,758			2,470,047			1,958,605			639,748
Securities purchased		237,347			782,591			1,177,310			212,261			—
Accrued advisory fees		73,674			70,782			183,224			126,092			39,278
Accrued administration fees		55,256			53,087			137,418			94,569			29,459
Accrued support service expenses		25,692			24,319			63,852			44,521			13,716
Accrued custodian fees and expenses		2,901			2,901			2,901			2,901			2,901
Accrued transfer agency out-of-pocket expenses		23,150			22,904			64,218			49,769			15,324
Accrued legal, audit and tax service fees		37,125			35,466			93,018			65,445			20,205
Accrued trustees’ fees and expenses and deferred compensation		1,053			954			2,243			1,424			350
Accrued distribution and/or service fees		47,390			43,989			111,828			77,557			23,267
Accrued other		45,826			45,638			113,660			86,092			28,169
Total Liabilities		1,765,033			2,889,389			4,419,719			2,719,236			812,417
NET ASSETS		$456,620,814			$432,643,699			$1,121,390,828			$766,154,799			$237,333,746
NET ASSETS CONSIST OF:
Paid-in capital		$418,499,861			$395,147,534			$1,019,099,920			$713,159,787			$233,729,223
Accumulated net investment loss		(2,547,198	)		(1,692,933	)		(3,361,767	)		(1,983,023	)		(680,913	)
Accumulated net realized loss		(1,489,209	)		(8,511,265	)		(28,830,470	)		(46,981,101	)		(39,002,435	)
Net unrealized appreciation on investments		42,157,360			47,700,363			134,483,145			101,959,136			43,287,871
NET ASSETS		$456,620,814			$432,643,699			$1,121,390,828			$766,154,799			$237,333,746
Class A Shares:
Net Assets		$216,446,448			$216,686,200			$574,376,319			$385,729,170			$124,695,354
Shares of beneficial interest outstanding		18,873,654			18,262,046			45,956,723			30,824,712			9,953,066
Net Asset Value per share*		$11.47			$11.87			$12.50			$12.51			$12.53
Sales Charge (1)		0.67			0.69			0.73			0.73			0.73
Maximum offering price per share		$12.14			$12.56			$13.23			$13.24			$13.26
Class B Shares:
Net Assets		$38,256,860			$45,486,723			$125,512,410			$98,092,057			$31,526,240
Shares of beneficial interest outstanding		3,379,185			3,879,276			10,149,240			7,941,588			2,583,501
Net Asset Value and offering price per share*		$11.32			$11.73			$12.37			$12.35			$12.20
Class C Shares:
Net Assets		$190,643,421			$164,515,656			$396,622,962			$267,417,006			$74,936,849
Shares of beneficial interest outstanding		16,843,746			14,026,047			32,100,448			21,691,573			6,141,347
Net Asset Value and offering price per share*		$11.32			$11.73			$12.36			$12.33			$12.20
Class R Shares:
Net Assets		$11,274,085			$5,955,120			$24,879,137			$14,916,566			$6,175,303
Shares of beneficial interest outstanding		987,386			504,190			1,997,263			1,194,940			496,531
Net Asset Value per share		$11.42			$11.81			$12.46			$12.48			$12.44

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

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

See Notes to Financial Statements

B-1

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

September 30, 2012 (Unaudited)

	PL Short Duration Income Fund		PL Income Fund		PL Strategic Income Fund		PL Floating Rate Income Fund		PL High Income Fund		PL Money Market Fund
ASSETS
Investments, at cost		$17,199,418		$505,931,861		$24,497,591		$104,798,864		$11,239,200		$30,250,047
Investments, at value		$17,528,765		$518,647,911		$25,394,972		$106,031,018		$11,669,550		$30,250,047
Receivables:
Dividends and interest		98,059		3,503,570		305,137		680,778		149,363		19
Fund shares sold		89,139		4,209,802		689,041		3,281,518		484,428		17,836
Securities sold		252,796		14,518,983		2,964,601		9,354,243		277,313		—
Due from adviser		1,718		45,091		3,111		13,385		2,142		8,475
Unfunded loan commitment appreciation		—		—		—		3,000		—		—
Prepaid expenses and other assets		18,741		5,669		20,959		12,565		18,708		19,771
Total Assets		17,989,218		540,931,026		29,377,821		119,376,507		12,601,504		30,296,148
LIABILITIES
Payables:
Fund shares redeemed		—		1,390,526		290		612,547		103		229,876
Securities purchased		1,448,219		44,022,700		3,762,933		22,400,475		1,583,368		—
Income distributions		1,438		225,895		4,326		64,403		2,320		—
Accrued advisory fees		4,961		197,677		11,752		48,496		4,721		—
Accrued administration fees		1,860		59,303		2,938		11,192		1,180		—
Accrued support service expenses		748		24,321		1,122		4,242		374		1,871
Accrued custodian fees and expenses		5,022		8,964		6,675		7,304		4,334		5,375
Accrued transfer agency out-of-pocket expenses		170		14,860		255		—		86		1,897
Accrued legal, audit and tax service fees		1,088		32,531		1,632		5,909		544		2,923
Accrued trustees’ fees and expenses and deferred compensation		13		411		19		72		6		3,295
Accrued distribution and/or service fees		337		36,029		403		4,633		233		596
Accrued other		2,373		43,367		4,295		1,502		2,257		3,581
Total Liabilities		1,466,229		46,056,584		3,796,640		23,160,775		1,599,526		249,414
NET ASSETS		$16,522,989		$494,874,442		$25,581,181		$96,215,732		$11,001,978		$30,046,734
NET ASSETS CONSIST OF:
Paid-in capital		$16,012,013		$471,386,247		$23,998,837		$94,091,106		$10,326,101		$30,050,538
Undistributed/accumulated net investment income (loss)		2,881		92,480		8,704		32,226		4,055		(3,657	)
Undistributed/accumulated net realized gain (loss)		178,748		10,679,665		676,255		857,246		241,470		(147	)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		329,347		12,716,050		897,385		1,235,154		430,352		—
NET ASSETS		$16,522,989		$494,874,442		$25,581,181		$96,215,732		$11,001,978		$30,046,734
Class A Shares:
Net Assets		$1,906,593		$356,849,096		$3,193,938		$38,419,250		$1,643,456		$28,987,879
Shares of beneficial interest outstanding		183,327		32,327,586		291,157		3,732,092		149,404		28,998,836
Net Asset Value per share*		$10.40		$11.04		$10.97		$10.29		$11.00		$1.00
Sales Charge (1)		0.32		0.49		0.49		0.32		0.49		—
Maximum offering price per share		$10.72		$11.53		$11.46		$10.61		$11.49		$1.00
Class B Shares:
Net Assets												$331,656
Shares of beneficial interest outstanding												331,656
Net Asset Value and offering price per share*												$1.00
Class C Shares:
Net Assets		$1,645,033		$129,890,230		$1,850,623		$19,044,996		$1,134,054		$727,199
Shares of beneficial interest outstanding		158,325		11,759,612		168,783		1,851,187		103,198		727,199
Net Asset Value and offering price per share*		$10.39		$11.05		$10.96		$10.29		$10.99		$1.00
Class I Shares:
Net Assets		$12,885,967		$1,831,258		$20,314,223		$37,333,476		$8,219,192
Shares of beneficial interest outstanding		1,241,484		165,715		1,861,508		3,622,762		752,303
Net Asset Value per share		$10.38		$11.05		$10.91		$10.31		$10.93
Advisor Class:
Net Assets		$85,396		$6,303,858		$222,397		$1,418,010		$5,276
Shares of beneficial interest outstanding		8,211		569,879		20,275		137,393		479
Net Asset Value per share		$10.40		$11.06		$10.97		$10.32		$11.01

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

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

See Notes to Financial Statements

B-2

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS

FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2012 (Unaudited)

	PL Portfolio Optimization Funds
	Conservative Fund			Moderate- Conservative Fund			Moderate Fund			Moderate- Aggressive Fund			Aggressive Fund
INVESTMENT INCOME
Total Investment Income (1)		$—			$—			$—			$—			$—
EXPENSES
Advisory fees		417,271			403,316			1,053,784			732,449			231,087
Administration fees		312,953			302,487			790,338			549,337			173,315
Support services expenses		35,489			33,740			88,750			62,138			19,521
Custodian fees and expenses		4,346			4,346			4,346			4,346			4,346
Shareholder report expenses		31,782			30,173			78,910			55,217			17,027
Distribution and/or service fees (2)
Class A		248,196			249,993			671,017			458,010			150,780
Class B		177,503			214,067			591,991			473,964			154,104
Class C		861,175			771,569			1,874,019			1,283,292			365,237
Class R		27,445			15,487			59,420			36,474			16,486
Transfer agency out-of-pocket expenses		51,810			52,453			145,379			113,112			35,249
Registration fees		44,827			47,114			74,474			60,932			40,171
Legal, audit and tax service fees		39,944			37,932			99,660			69,702			21,672
Trustees’ fees and expenses		7,600			7,223			19,022			13,319			4,185
Other		12,499			10,778			28,662			17,700			7,543
Total Expenses		2,272,840			2,180,678			5,579,772			3,929,992			1,240,723
Adviser Reimbursement (3)		(228,297	)		(225,080	)		(541,452	)		(400,901	)		(149,714	)
Net Expenses		2,044,543			1,955,598			5,038,320			3,529,091			1,091,009
NET INVESTMENT LOSS		(2,044,543	)		(1,955,598	)		(5,038,320	)		(3,529,091	)		(1,091,009	)
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
Investment security transactions in affiliated mutual funds (1)		1,485,251			784,565			3,417,551			478,179			300,530
Investment security transactions		3			3			7			5			2
Net Realized Gain		1,485,254			784,568			3,417,558			478,184			300,532
Change In Net Unrealized Appreciation (Depreciation) On:
Investment securities in affiliated mutual funds		15,336,169			11,890,996			22,078,847			8,714,390			(212,696	)
Change in Net Unrealized Appreciation (Depreciation)		15,336,169			11,890,996			22,078,847			8,714,390			(212,696	)
NET GAIN		16,821,423			12,675,564			25,496,405			9,192,574			87,836
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		$14,776,880			$10,719,966			$20,458,085			$5,663,483			($1,003,173	)

(1) For the six-month period ended September 30, 2012, the PL Underlying Funds did not declare and pay dividends and capital gain distributions.

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

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

See Notes to Financial Statements

B-3

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS (Continued)

FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2012 (Unaudited)

	PL Short Duration Income Fund			PL Income Fund			PL Strategic Income Fund			PL Floating Rate Income Fund			PL High Income Fund			PL Money Market Fund
INVESTMENT INCOME
Dividends, net of foreign taxes withheld		$25			$1,160			$23,695			$372			$3,941			$7
Interest, net of foreign taxes withheld		200,159			7,532,719			547,036			2,056,953			279,921			18,125
Other		86			—			—			15,070			—			—
Total Investment Income		200,270			7,533,879			570,731			2,072,395			283,862			18,132
EXPENSES
Advisory fees		26,016			1,033,976			59,039			246,094			24,424			30,914
Administration fees		10,114			619,284			15,457			81,952			6,364			46,371
Support services expenses		1,038			32,915			1,556			5,380			519			2,632
Custodian fees and expenses		3,558			15,348			6,586			10,664			4,106			7,312
Shareholder report expenses		1,005			30,152			1,281			7,410			502			2,286
Distribution and/or service fees (1)
Class A		317			384,543			638			28,205			284			38,374
Class B		—			—			—			—			—			446
Class C		1,081			513,797			1,832			54,284			571			631
Advisor Class		9			2,159			65			159			3			—
Transfer agency out-of-pocket expenses		396			47,282			594			6,669			198			2,775
Registration fees		1,642			78,751			1,711			30,158			1,573			31,609
Legal, audit and tax service fees		1,167			37,094			1,749			6,319			583			2,964
Trustees’ fees and expenses		209			6,982			314			1,137			104			564
Offering expenses		38,053			—			38,053			28,099			38,053			—
Other		3,452			22,018			8,183			3,884			5,763			3,883
Total Expenses		88,057			2,824,301			137,058			510,414			83,047			170,761
Advisory Fee Waiver (2)		—			—			—			—			—			(30,914	)
Adviser Reimbursement (2)		(47,624	)		(579,634	)		(55,804	)		(124,881	)		(49,623	)		(54,025	)
Administration Fee Waiver (2)		—			—			—			—			—			(46,371	)
Service Fee Waiver (2)		—			—			—			—			—			(21,319	)
Net Expenses		40,433			2,244,667			81,254			385,533			33,424			18,132
NET INVESTMENT INCOME (LOSS)		159,837			5,289,212			489,477			1,686,862			250,438			—
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
Investment security transactions		122,618			7,594,648			447,646			915,981			129,758			2
Foreign currency transactions		—			—			246			—			123			—
Net Realized Gain		122,618			7,594,648			447,892			915,981			129,881			2
Change In Net Unrealized Appreciation (Depreciation) On:
Investment securities		194,807			8,886,673			551,372			787,708			159,168			—
Unfunded loan commitments		—			—			—			3,000			—			—
Foreign currency transactions		—			—			4			—			2			—
Change in Net Unrealized Appreciation (Depreciation)		194,807			8,886,673			551,376			790,708			159,170			—
NET GAIN		317,425			16,481,321			999,268			1,706,689			289,051			2
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$477,262			$21,770,533			$1,488,745			$3,393,551			$539,489			$2
Foreign taxes withheld on dividends and interest		$—			$—			$92			$—			$31			$—

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

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

See Notes to Financial Statements

B-4

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

	PL Portfolio Optimization Conservative Fund						PL Portfolio Optimization Moderate-Conservative Fund						PL Portfolio Optimization Moderate Fund
	Six-Month Period Ended September 30, 2012 (1)			Year Ended March 31, 2012			Six-Month Period Ended September 30, 2012 (1)			Year Ended March 31, 2012			Six-Month Period Ended September 30, 2012 (1)			Year Ended March 31, 2012
OPERATIONS
Net investment income (loss)		($2,044,543	)		$5,189,027			($1,955,598	)		$4,037,287			($5,038,320	)		$7,197,426
Net realized gain		1,485,254			3,277,663			784,568			2,167,499			3,417,558			5,835,612
Change in net unrealized appreciation		15,336,169			6,885,771			11,890,996			9,994,683			22,078,847			31,124,333
Net Increase in Net Assets Resulting from Operations		14,776,880			15,352,461			10,719,966			16,199,469			20,458,085			44,157,371
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		—			(3,963,242	)		—			(3,227,833	)		—			(6,896,937	)
Class B		—			(582,094	)		—			(513,693	)		—			(890,273	)
Class C		—			(2,791,770	)		—			(1,709,111	)		—			(2,663,615	)
Class R		—			(238,985	)		—			(297,928	)		—			(267,714	)
Net realized gains
Class A		—			(463,189	)		—			—			—			—
Class B		—			(88,712	)		—			—			—			—
Class C		—			(435,773	)		—			—			—			—
Class R		—			(30,666	)		—			—			—			—
Net Decrease from Dividends and Distributions to Shareholders		—			(8,594,431	)		—			(5,748,565	)		—			(10,718,539	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		52,558,193			102,650,253			43,805,523			87,677,363			94,287,364			216,395,619
Class B		6,190,699			13,149,877			6,960,829			15,240,310			16,233,340			32,094,003
Class C		43,524,190			86,058,302			27,480,619			56,767,607			52,461,584			114,353,551
Class R		2,291,627			5,023,414			766,260			7,592,421			4,170,201			11,467,594
Dividends and distribution reinvestments
Class A		—			3,886,280			—			2,943,320			—			6,444,881
Class B		—			588,109			—			474,922			—			849,836
Class C		—			2,793,302			—			1,540,112			—			2,433,641
Class R		—			269,651			—			297,928			—			267,001
Cost of shares repurchased
Class A		(26,423,527	)		(56,980,878	)		(21,489,661	)		(40,032,576	)		(49,322,941	)		(107,176,991	)
Class B		(2,246,301	)		(3,481,193	)		(3,320,245	)		(4,517,933	)		(8,317,944	)		(13,415,950	)
Class C		(17,429,448	)		(50,444,496	)		(11,686,591	)		(24,889,408	)		(29,021,629	)		(70,089,870	)
Class R		(1,925,888	)		(3,836,556	)		(1,265,726	)		(16,849,072	)		(3,089,633	)		(12,699,459	)
Net Increase in Net Assets from Capital Share Transactions		56,539,545			99,676,065			41,251,008			86,244,994			77,400,342			180,923,856
NET INCREASE IN NET ASSETS		71,316,425			106,434,095			51,970,974			96,695,898			97,858,427			214,362,688
NET ASSETS
Beginning of Year or Period		385,304,389			278,870,294			380,672,725			283,976,827			1,023,532,401			809,169,713
End of Year or Period		$456,620,814			$385,304,389			$432,643,699			$380,672,725			$1,121,390,828			$1,023,532,401
Undistributed/Accumulated Net Investment Income (Loss)		($2,547,198	)		($502,655	)		($1,692,933	)		$262,665			($3,361,767	)		$1,676,553

(1) Unaudited.

See Notes to Financial Statements

B-5

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	PL Portfolio Optimization Moderate-Aggressive Fund						PL Portfolio Optimization Aggressive Fund
	Six-Month Period Ended September 30, 2012 (1)			Year Ended March 31, 2012			Six-Month Period Ended September 30, 2012 (1)			Year Ended March 31, 2012
OPERATIONS
Net investment income (loss)		($3,529,091	)		$2,919,713			($1,091,009	)		$372,230
Net realized gain		478,184			3,749,164			300,532			130,355
Change in net unrealized appreciation (depreciation)		8,714,390			20,625,477			(212,696	)		4,646,591
Net Increase (Decrease) in Net Assets Resulting from Operations		5,663,483			27,294,354			(1,003,173	)		5,149,176
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		—			(3,489,595	)		—			(561,009	)
Class B		—			(329,689	)		—			—
Class C		—			(803,908	)		—			—
Class R		—			(158,188	)		—			(14,803	)
Net realized gains
Class A		—			—			—			—
Class B		—			—			—			—
Class C		—			—			—			—
Class R		—			—			—			—
Net Decrease from Dividends and Distributions to Shareholders		—			(4,781,380	)		—			(575,812	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		47,841,403			117,617,903			15,312,825			31,784,559
Class B		8,895,076			21,114,174			2,321,972			5,002,321
Class C		27,954,165			59,635,150			8,683,218			24,218,955
Class R		2,672,473			9,034,035			1,028,839			4,243,854
Dividends and distribution reinvestments
Class A		—			3,328,483			—			536,454
Class B		—			317,388			—			—
Class C		—			751,703			—			—
Class R		—			158,188			—			14,803
Cost of shares repurchased
Class A		(31,063,442	)		(68,423,799	)		(12,780,109	)		(26,695,077	)
Class B		(7,236,839	)		(12,303,686	)		(2,548,684	)		(4,355,282	)
Class C		(19,161,839	)		(41,950,485	)		(9,796,947	)		(24,561,074	)
Class R		(2,596,207	)		(11,879,593	)		(1,525,320	)		(3,221,587	)
Net Increase in Net Assets from Capital Share Transactions		27,304,790			77,399,461			695,794			6,967,926
NET INCREASE (DECREASE) IN NET ASSETS		32,968,273			99,912,435			(307,379	)		11,541,290
NET ASSETS
Beginning of Year or Period		733,186,526			633,274,091			237,641,125			226,099,835
End of Year or Period		$766,154,799			$733,186,526			$237,333,746			$237,641,125
Undistributed/Accumulated Net Investment Income (Loss)		($1,983,023	)		$1,546,068			($680,913	)		$410,096

(1) Unaudited.

See Notes to Financial Statements

B-6

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	PL Short Duration Income Fund (1)						PL Income Fund						PL Strategic Income Fund (1)
	Six-Month Period Ended September 30, 2012 (2)			Period Ended March 31, 2012			Six-Month Period Ended September 30, 2012 (2)			Period Ended March 31, 2012			Six-Month Period Ended September 30, 2012 (2)			Period Ended March 31, 2012
OPERATIONS
Net investment income		$159,837			$60,554			$5,289,212			$4,544,980			$489,477			$221,490
Net realized gain		122,618			56,130			7,594,648			3,201,825			447,892			228,363
Change in net unrealized appreciation		194,807			134,540			8,886,673			3,709,953			551,376			346,009
Net Increase in Net Assets Resulting from Operations		477,262			251,224			21,770,533			11,456,758			1,488,745			795,862
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		(4,707	)		—			(4,157,297	)		(3,012,121	)		(17,333	)		—
Class C		(3,544	)		—			(1,034,967	)		(549,513	)		(8,762	)		—
Class I		(156,448	)		(59,453	)		(22,080	)		(940,375	)		(493,196	)		(190,597	)
Advisor Class		(175	)		—			(31,634	)		—			(1,230	)		—
Net realized gains
Class A		—			—			—			(486,579	)		—			—
Class C		—			—			—			(122,517	)		—			—
Class I		—			—			—			(2,113	)		—			—
Advisor Class		—			—			—			—			—			—
Net Decrease from Dividends and Distributions to Shareholders		(164,874	)		(59,453	)		(5,245,978	)		(5,113,218	)		(520,521	)		(190,597	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		1,900,900			—			136,623,462			270,672,136			3,176,328			—
Class C		1,639,489			—			51,734,431			78,065,409			1,829,461			—
Class I		184,300			12,000,000			720,413			1,088,751			1,115,997			17,000,000
Advisor Class		84,983			—			6,292,678			—			223,800			—
Dividends and distribution reinvestments
Class A		2,814			—			2,959,912			2,349,682			13,825			—
Class C		3,010			—			826,345			545,408			7,256			—
Class I		156,448			59,453			19,805			942,488			487,666			190,597
Advisor Class		150			—			29,725			—			1,010			—
Cost of shares repurchased
Class A		(7,310	)		—			(42,555,425	)		(35,115,509	)		(22,605	)		—
Class C		(5,407	)		—			(3,493,470	)		(2,932,504	)		(10,381	)		—
Class I		—			—			(260,155	)		(52,949,486	)		—			—
Advisor Class		—			—			(88,204	)		—			(5,262	)		—
Net Increase in Net Assets from Capital Share Transactions		3,959,377			12,059,453			152,809,517			262,666,375			6,817,095			17,190,597
NET INCREASE IN NET ASSETS		4,271,765			12,251,224			169,334,072			269,009,915			7,785,319			17,795,862
NET ASSETS
Beginning of Year or Period		12,251,224			—			325,540,370			56,530,455			17,795,862			—
End of Year or Period		$16,522,989			$12,251,224			$494,874,442			$325,540,370			$25,581,181			$17,795,862
Undistributed Net Investment Income		$2,881			$7,918			$92,480			$49,246			$8,704			$39,748

(1) Operations commenced on December 19, 2011.

(2) Unaudited.

See Notes to Financial Statements

B-7

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	PL Floating Rate Income Fund (1)						PL High Income Fund (2)						PL Money Market Fund
	Six-Month Period Ended September 30, 2012 (3)			Period Ended March 31, 2012			Six-Month Period Ended September 30, 2012 (3)			Period Ended March 31, 2012			Six-Month Period Ended September 30, 2012 (3)			Year Ended March 31, 2012
OPERATIONS
Net investment income (loss)		$1,686,862			$1,305,553			$250,438			$140,612			$—			($5	)
Net realized gain (loss)		915,981			(55,054	)		129,881			111,589			2			(149	)
Change in net unrealized appreciation (depreciation)		790,708			444,446			159,170			271,182			—			—
Net Increase (Decrease) in Net Assets Resulting from Operations		3,393,551			1,694,945			539,489			523,383			2			(154	)
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		(530,210	)		(76,686	)		(9,527	)		—			—			—
Class B		—			—			—			—			—			—
Class C		(220,258	)		(19,277	)		(5,690	)		—			—			—
Class I		(921,641	)		(1,190,555	)		(260,312	)		(117,780	)		—			—
Advisor Class		(5,243	)		—			(67	)		—			—			—
Net realized gains
Class A		—			—			—			—			—			—
Class B		—			—			—			—			—			—
Class C		—			—			—			—			—			—
Class I		—			—			—			—			—			—
Advisor Class		—			—			—			—			—			—
Net Decrease from Dividends and Distributions to Shareholders		(1,677,352	)		(1,286,518	)		(275,596	)		(117,780	)		—			—
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		28,544,250			11,991,538			1,637,562			—			23,344,555			45,578,881
Class B		—			—			—			—			456,930			—
Class C		15,523,183			3,395,490			1,137,868			—			1,198,174			—
Class I		1,774,533			40,343,574			176,129			7,000,000			—			—
Advisor Class		1,418,150			—			5,000			—			—			—
Dividends and distribution reinvestments
Class A		390,349			49,677			7,087			—			—			—
Class B		—			—			—			—			—			—
Class C		123,676			7,229			3,948			—			—			—
Class I		876,013			1,173,730			260,312			117,780			—			—
Advisor Class		2,982			—			67			—			—			—
Cost of shares repurchased
Class A		(3,102,499	)		(26,109	)		(7,965	)		—			(26,424,289	)		(51,953,637	)
Class B		—			—			—			—			(125,274	)		—
Class C		(213,766	)		(46,348	)		(5,306	)		—			(470,975	)		—
Class I		(8,109,394	)		(20,000	)		—			—			—			—
Advisor Class		(5,152	)		—			—			—			—			—
Net Increase (Decrease) in Net Assets from Capital Share Transactions		37,222,325			56,868,781			3,214,702			7,117,780			(2,020,879	)		(6,374,756	)
NET INCREASE (DECREASE) IN NET ASSETS		38,938,524			57,277,208			3,478,595			7,523,383			(2,020,877	)		(6,374,910	)
NET ASSETS
Beginning of Year or Period		57,277,208			—			7,523,383			—			32,067,611			38,442,521
End of Year or Period		$96,215,732			$57,277,208			$11,001,978			$7,523,383			$30,046,734			$32,067,611
Undistributed/Accumulated Net Investment Income (Loss)		$32,226			$22,716			$4,055			$29,213			($3,657	)		($3,657	)

(1) Operations commenced on June 30, 2011.

(2) Operations commenced on December 19, 2011.

(3) Unaudited.

See Notes to Financial Statements

B-8

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS

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

For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (1)			Net Realized and Unrealized Gain (Loss)			Total from Investment Operations			Distributions from Net Investment Income			Distributions from Capital Gains			Total Distributions			Net Asset Value, End of Year or Period		Total Returns (2)			Net Assets, End of Year or Period (in thousands)		Ratios of Expenses Before Expense Reductions to Average Net Assets (3)	Ratios of Expenses After Expense Reductions to Average Net Assets (3), (4)	Ratios of Net Investment Income (Loss) to Average Net Assets (3)	Portfolio Turnover Rates
PL Portfolio Optimization Conservative Fund
Class A:
4/1/2012 - 9/30/2012 (5)		$11.07		($0.03	)		$0.43			$0.40			$—			$—			$—			$11.47		3.61	%		$216,446	0.71%	0.60%	(0.60%)		12.76	%
4/1/2011 - 3/31/2012		10.87		0.22			0.29			0.51			(0.28	)		(0.03	)		(0.31	)		11.07		4.80	%		182,912	0.73%	0.60%	1.99%		10.20	%
4/1/2010 - 3/31/2011		10.41		0.15			0.63			0.78			(0.32	)		—			(0.32	)		10.87		7.60	%		130,249	0.78%	0.53%	1.43%		18.42	%
4/1/2009 - 3/31/2010		8.84		0.32			1.59			1.91			(0.31	)		(0.03	)		(0.34	)		10.41		21.67	%		68,938	0.95%	0.20%	3.20%		20.50	%
4/1/2008 - 3/31/2009		10.55		0.37			(1.50	)		(1.13	)		(0.55	)		(0.03	)		(0.58	)		8.84		(10.78	%)		32,817	0.95%	0.16%	3.91%		26.41	%
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	%
Class B:
4/1/2012 - 9/30/2012 (5)		$10.96		($0.07	)		$0.43			$0.36			$—			$—			$—			$11.32		3.29	%		$38,257	1.46%	1.35%	(1.35%)		12.76	%
4/1/2011 - 3/31/2012		10.78		0.13			0.29			0.42			(0.21	)		(0.03	)		(0.24	)		10.96		4.02	%		33,122	1.48%	1.35%	1.24%		10.20	%
4/1/2010 - 3/31/2011		10.34		0.07			0.63			0.70			(0.26	)		—			(0.26	)		10.78		6.80	%		22,282	1.53%	1.27%	0.68%		18.42	%
4/1/2009 - 3/31/2010		8.77		0.24			1.60			1.84			(0.24	)		(0.03	)		(0.27	)		10.34		21.07	%		13,336	1.70%	0.95%	2.45%		20.50	%
4/1/2008 - 3/31/2009		10.49		0.30			(1.50	)		(1.20	)		(0.49	)		(0.03	)		(0.52	)		8.77		(11.51	%)		8,306	1.70%	0.91%	3.16%		26.41	%
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	%
Class C:
4/1/2012 - 9/30/2012 (5)		$10.96		($0.07	)		$0.43			$0.36			$—			$—			$—			$11.32		3.29	%		$190,643	1.46%	1.35%	(1.35%)		12.76	%
4/1/2011 - 3/31/2012		10.77		0.13			0.30			0.43			(0.21	)		(0.03	)		(0.24	)		10.96		4.08	%		158,748	1.48%	1.35%	1.24%		10.20	%
4/1/2010 - 3/31/2011		10.33		0.07			0.63			0.70			(0.26	)		—			(0.26	)		10.77		6.81	%		117,458	1.53%	1.27%	0.68%		18.42	%
4/1/2009 - 3/31/2010		8.76		0.24			1.61			1.85			(0.25	)		(0.03	)		(0.28	)		10.33		21.14	%		67,620	1.70%	0.95%	2.45%		20.50	%
4/1/2008 - 3/31/2009		10.49		0.30			(1.51	)		(1.21	)		(0.49	)		(0.03	)		(0.52	)		8.76		(11.63	%)		37,659	1.70%	0.91%	3.16%		26.41	%
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	%
Class R:
4/1/2012 - 9/30/2012 (5)		$11.03		($0.05	)		$0.44			$0.39			$—			$—			$—			$11.42		3.54	%		$11,274	0.96%	0.85%	(0.85%)		12.76	%
4/1/2011 - 3/31/2012		10.83		0.19			0.29			0.48			(0.25	)		(0.03	)		(0.28	)		11.03		4.58	%		10,522	0.98%	0.85%	1.74%		10.20	%
4/1/2010 - 3/31/2011		10.38		0.13			0.61			0.74			(0.29	)		—			(0.29	)		10.83		7.25	%		8,881	1.03%	0.75%	1.20%		18.42	%
4/1/2009 - 3/31/2010		8.81		0.29			1.60			1.89			(0.29	)		(0.03	)		(0.32	)		10.38		21.53	%		7,972	1.20%	0.45%	2.95%		20.50	%
4/1/2008 - 3/31/2009		10.53		0.34			(1.50	)		(1.16	)		(0.53	)		(0.03	)		(0.56	)		8.81		(11.07	%)		3,197	1.20%	0.41%	3.66%		26.41	%
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	%
PL Portfolio Optimization Moderate-Conservative Fund
Class A:
4/1/2012 - 9/30/2012 (5)		$11.56		($0.03	)		$0.34			$0.31			$—			$—			$—			$11.87		2.68	%		$216,686	0.71%	0.60%	(0.60%)		11.62	%
4/1/2011 - 3/31/2012		11.25		0.18			0.35			0.53			(0.22	)		—			(0.22	)		11.56		4.87	%		188,660	0.73%	0.60%	1.62%		9.52	%
4/1/2010 - 3/31/2011		10.54		0.12			0.87			0.99			(0.28	)		—			(0.28	)		11.25		9.53	%		132,919	0.78%	0.52%	1.16%		9.61	%
4/1/2009 - 3/31/2010		8.36		0.26			2.19			2.45			(0.27	)		—			(0.27	)		10.54		29.60	%		78,160	0.95%	0.20%	2.58%		10.42	%
4/1/2008 - 3/31/2009		10.96		0.30			(2.36	)		(2.06	)		(0.44	)		(0.10	)		(0.54	)		8.36		(19.15	%)		39,518	0.92%	0.14%	3.10%		31.68	%
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	%
Class B:
4/1/2012 - 9/30/2012 (5)		$11.46		($0.08	)		$0.35			$0.27			$—			$—			$—			$11.73		2.36	%		$45,487	1.46%	1.35%	(1.35%)		11.62	%
4/1/2011 - 3/31/2012		11.17		0.10			0.35			0.45			(0.16	)		—			(0.16	)		11.46		4.07	%		40,812	1.48%	1.35%	0.87%		9.52	%
4/1/2010 - 3/31/2011		10.47		0.04			0.87			0.91			(0.21	)		—			(0.21	)		11.17		8.78	%		28,411	1.53%	1.27%	0.41%		9.61	%
4/1/2009 - 3/31/2010		8.30		0.18			2.20			2.38			(0.21	)		—			(0.21	)		10.47		28.87	%		19,202	1.70%	0.95%	1.83%		10.42	%
4/1/2008 - 3/31/2009		10.89		0.23			(2.36	)		(2.13	)		(0.36	)		(0.10	)		(0.46	)		8.30		(19.85	%)		11,943	1.67%	0.89%	2.35%		31.68	%
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	%
Class C:
4/1/2012 - 9/30/2012 (5)		$11.47		($0.08	)		$0.34			$0.26			$—			$—			$—			$11.73		2.27	%		$164,516	1.46%	1.35%	(1.35%)		11.62	%
4/1/2011 - 3/31/2012		11.16		0.10			0.36			0.46			(0.15	)		—			(0.15	)		11.47		4.20	%		144,900	1.48%	1.35%	0.87%		9.52	%
4/1/2010 - 3/31/2011		10.47		0.04			0.86			0.90			(0.21	)		—			(0.21	)		11.16		8.71	%		107,411	1.53%	1.27%	0.41%		9.61	%
4/1/2009 - 3/31/2010		8.30		0.18			2.20			2.38			(0.21	)		—			(0.21	)		10.47		28.87	%		65,086	1.70%	0.95%	1.83%		10.42	%
4/1/2008 - 3/31/2009		10.89		0.22			(2.35	)		(2.13	)		(0.36	)		(0.10	)		(0.46	)		8.30		(19.84	%)		40,640	1.67%	0.89%	2.35%		31.68	%
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	%
Class R:
4/1/2012 - 9/30/2012 (5)		$11.52		($0.05	)		$0.34			$0.29			$—			$—			$—			$11.81		2.52	%		$5,955	0.96%	0.85%	(0.85%)		11.62	%
4/1/2011 - 3/31/2012		11.22		0.15			0.35			0.50			(0.20	)		—			(0.20	)		11.52		4.53	%		6,301	0.98%	0.85%	1.37%		9.52	%
4/1/2010 - 3/31/2011		10.51		0.10			0.86			0.96			(0.25	)		—			(0.25	)		11.22		9.32	%		15,236	1.03%	0.76%	0.91%		9.61	%
4/1/2009 - 3/31/2010		8.34		0.23			2.20			2.43			(0.26	)		—			(0.26	)		10.51		29.32	%		10,478	1.20%	0.45%	2.33%		10.42	%
4/1/2008 - 3/31/2009		10.94		0.27			(2.36	)		(2.09	)		(0.41	)		(0.10	)		(0.51	)		8.34		(19.36	%)		4,957	1.17%	0.39%	2.85%		31.68	%
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	%

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

B-9

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (Continued)

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

For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (1)			Net Realized and Unrealized Gain (Loss)			Total from Investment Operations			Distributions from Net Investment Income			Distributions from Capital Gains			Total Distributions			Net Asset Value, End of Year or Period		Total Returns (2)			Net Assets, End of Year or Period (in thousands)		Ratios of Expenses Before Expense Reductions to Average Net Assets (3)	Ratios of Expenses After Expense Reductions to Average Net Assets (3), (4)	Ratios of Net Investment Income (Loss) to Average Net Assets (3)	Portfolio Turnover Rates
PL Portfolio Optimization Moderate Fund
Class A:
4/1/2012 - 9/30/2012 (5)		$12.26		($0.04	)		$0.28			$0.24			$—			$—			$—			$12.50		1.96	%		$574,376	0.70%	0.60%	(0.60%)		12.34	%
4/1/2011 - 3/31/2012		11.88		0.14			0.42			0.56			(0.18	)		—			(0.18	)		12.26		4.82	%		517,945	0.72%	0.60%	1.18%		6.77	%
4/1/2010 - 3/31/2011		10.81		0.10			1.19			1.29			(0.22	)		—			(0.22	)		11.88		12.10	%		384,999	0.77%	0.52%	0.91%		9.36	%
4/1/2009 - 3/31/2010		7.96		0.20			2.87			3.07			(0.22	)		—			(0.22	)		10.81		38.85	%		247,213	0.92%	0.20%	1.99%		9.43	%
4/1/2008 - 3/31/2009		11.51		0.23			(3.30	)		(3.07	)		(0.31	)		(0.17	)		(0.48	)		7.96		(27.25	%)		137,205	0.89%	0.14%	2.35%		25.95	%
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	%
Class B:
4/1/2012 - 9/30/2012 (5)		$12.18		($0.08	)		$0.27			$0.19			$—			$—			$—			$12.37		1.56	%		$125,512	1.45%	1.35%	(1.35%)		12.34	%
4/1/2011 - 3/31/2012		11.80		0.05			0.43			0.48			(0.10	)		—			(0.10	)		12.18		4.13	%		115,513	1.47%	1.35%	0.43%		6.77	%
4/1/2010 - 3/31/2011		10.74		0.02			1.18			1.20			(0.14	)		—			(0.14	)		11.80		11.33	%		92,064	1.52%	1.26%	0.17%		9.36	%
4/1/2009 - 3/31/2010		7.90		0.12			2.87			2.99			(0.15	)		—			(0.15	)		10.74		38.14	%		65,336	1.67%	0.95%	1.24%		9.43	%
4/1/2008 - 3/31/2009		11.44		0.16			(3.30	)		(3.14	)		(0.23	)		(0.17	)		(0.40	)		7.90		(27.95	%)		40,658	1.64%	0.89%	1.60%		25.95	%
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	%
Class C:
4/1/2012 - 9/30/2012 (5)		$12.17		($0.08	)		$0.27			$0.19			$—			$—			$—			$12.36		1.56	%		$396,623	1.45%	1.35%	(1.35%)		12.34	%
4/1/2011 - 3/31/2012		11.78		0.05			0.43			0.48			(0.09	)		—			(0.09	)		12.17		4.18	%		366,753	1.47%	1.35%	0.43%		6.77	%
4/1/2010 - 3/31/2011		10.73		0.02			1.17			1.19			(0.14	)		—			(0.14	)		11.78		11.26	%		308,449	1.52%	1.26%	0.17%		9.36	%
4/1/2009 - 3/31/2010		7.88		0.12			2.88			3.00			(0.15	)		—			(0.15	)		10.73		38.36	%		210,889	1.67%	0.95%	1.24%		9.43	%
4/1/2008 - 3/31/2009		11.42		0.16			(3.30	)		(3.14	)		(0.23	)		(0.17	)		(0.40	)		7.88		(28.02	%)		123,122	1.64%	0.89%	1.60%		25.95	%
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	%
Class R:
4/1/2012 - 9/30/2012 (5)		$12.24		($0.05	)		$0.27			$0.22			$—			$—			$—			$12.46		1.80	%		$24,879	0.95%	0.85%	(0.85%)		12.34	%
4/1/2011 - 3/31/2012		11.84		0.11			0.43			0.54			(0.14	)		—			(0.14	)		12.24		4.67	%		23,321	0.97%	0.85%	0.93%		6.77	%
4/1/2010 - 3/31/2011		10.77		0.07			1.18			1.25			(0.18	)		—			(0.18	)		11.84		11.82	%		23,658	1.02%	0.75%	0.68%		9.36	%
4/1/2009 - 3/31/2010		7.93		0.17			2.87			3.04			(0.20	)		—			(0.20	)		10.77		38.61	%		24,232	1.17%	0.45%	1.74%		9.43	%
4/1/2008 - 3/31/2009		11.48		0.20			(3.29	)		(3.09	)		(0.29	)		(0.17	)		(0.46	)		7.93		(27.48	%)		12,323	1.14%	0.39%	2.10%		25.95	%
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	%
PL Portfolio Optimization Moderate-Aggressive Fund
Class A:
4/1/2012 - 9/30/2012 (5)		$12.41		($0.04	)		$0.14			$0.10			$—			$—			$—			$12.51		0.81	%		$385,729	0.71%	0.60%	(0.60%)		12.03	%
4/1/2011 - 3/31/2012		12.05		0.10			0.38			0.48			(0.12	)		—			(0.12	)		12.41		4.13	%		365,426	0.72%	0.60%	0.82%		7.52	%
4/1/2010 - 3/31/2011		10.68		0.07			1.44			1.51			(0.14	)		—			(0.14	)		12.05		14.36	%		301,232	0.77%	0.51%	0.62%		13.33	%
4/1/2009 - 3/31/2010		7.31		0.13			3.38			3.51			(0.14	)		—			(0.14	)		10.68		48.26	%		225,236	0.92%	0.20%	1.33%		13.96	%
4/1/2008 - 3/31/2009		11.79		0.16			(4.21	)		(4.05	)		(0.19	)		(0.24	)		(0.43	)		7.31		(35.15	%)		128,976	0.89%	0.14%	1.63%		22.98	%
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	%
Class B:
4/1/2012 - 9/30/2012 (5)		$12.30		($0.08	)		$0.13			$0.05			$—			$—			$—			$12.35		0.41	%		$98,092	1.46%	1.35%	(1.35%)		12.03	%
4/1/2011 - 3/31/2012		11.93		0.01			0.40			0.41			(0.04	)		—			(0.04	)		12.30		3.50	%		95,937	1.47%	1.35%	0.07%		7.52	%
4/1/2010 - 3/31/2011		10.57		(0.01	)		1.43			1.42			(0.06	)		—			(0.06	)		11.93		13.59	%		83,812	1.52%	1.26%	(0.13%)		13.33	%
4/1/2009 - 3/31/2010		7.21		0.05			3.38			3.43			(0.07	)		—			(0.07	)		10.57		47.84	%		68,751	1.67%	0.95%	0.58%		13.96	%
4/1/2008 - 3/31/2009		11.69		0.08			(4.19	)		(4.11	)		(0.13	)		(0.24	)		(0.37	)		7.21		(35.97	%)		43,587	1.64%	0.89%	0.88%		22.98	%
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	%
Class C:
4/1/2012 - 9/30/2012 (5)		$12.27		($0.08	)		$0.14			$0.06			$—			$—			$—			$12.33		0.49	%		$267,417	1.46%	1.35%	(1.35%)		12.03	%
4/1/2011 - 3/31/2012		11.91		0.01			0.39			0.40			(0.04	)		—			(0.04	)		12.27		3.39	%		257,114	1.47%	1.35%	0.07%		7.52	%
4/1/2010 - 3/31/2011		10.55		(0.01	)		1.43			1.42			(0.06	)		—			(0.06	)		11.91		13.64	%		230,964	1.52%	1.26%	(0.13%)		13.33	%
4/1/2009 - 3/31/2010		7.18		0.05			3.39			3.44			(0.07	)		—			(0.07	)		10.55		48.18	%		189,917	1.67%	0.95%	0.58%		13.96	%
4/1/2008 - 3/31/2009		11.67		0.08			(4.20	)		(4.12	)		(0.13	)		(0.24	)		(0.37	)		7.18		(36.12	%)		117,549	1.64%	0.89%	0.88%		22.98	%
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	%
Class R:
4/1/2012 - 9/30/2012 (5)		$12.40		($0.05	)		$0.13			$0.08			$—			$—			$—			$12.48		0.65	%		$14,917	0.96%	0.85%	(0.85%)		12.03	%
4/1/2011 - 3/31/2012		12.03		0.07			0.40			0.47			(0.10	)		—			(0.10	)		12.40		3.97	%		14,710	0.97%	0.85%	0.57%		7.52	%
4/1/2010 - 3/31/2011		10.67		0.04			1.44			1.48			(0.12	)		—			(0.12	)		12.03		14.00	%		17,265	1.02%	0.76%	0.37%		13.33	%
4/1/2009 - 3/31/2010		7.30		0.10			3.39			3.49			(0.12	)		—			(0.12	)		10.67		48.07	%		12,211	1.17%	0.45%	1.08%		13.96	%
4/1/2008 - 3/31/2009		11.79		0.13			(4.21	)		(4.08	)		(0.17	)		(0.24	)		(0.41	)		7.30		(35.38	%)		5,307	1.14%	0.39%	1.38%		22.98	%
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	%

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

B-10

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (Continued)

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

For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (1)			Net Realized and Unrealized Gain (Loss)			Total from Investment Operations			Distributions from Net Investment Income			Distributions from Capital Gains			Total Distributions			Net Asset Value, End of Year or Period		Total Returns (2)			Net Assets, End of Year or Period (in thousands)		Ratios of Expenses Before Expense Reductions to Average Net Assets (3)	Ratios of Expenses After Expense Reductions to Average Net Assets (3), (4)	Ratios of Net Investment Income (Loss) to Average Net Assets (3)	Portfolio Turnover Rates
PL Portfolio Optimization Aggressive Fund
Class A:
4/1/2012 - 9/30/2012 (5)		$12.56		($0.04	)		$0.01			($0.03	)		$—			$—			$—			$12.53		(0.24	%)		$124,695	0.73%	0.60%	(0.60%)		10.70	%
4/1/2011 - 3/31/2012		12.29		0.06			0.27			0.33			(0.06	)		—			(0.06	)		12.56		2.73	%		122,397	0.74%	0.60%	0.52%		12.51	%
4/1/2010 - 3/31/2011		10.66		0.05			1.65			1.70			(0.07	)		—			(0.07	)		12.29		16.11	%		114,246	0.80%	0.51%	0.44%		26.22	%
4/1/2009 - 3/31/2010		6.92		0.09			3.75			3.84			(0.10	)		—			(0.10	)		10.66		55.84	%		98,669	0.94%	0.20%	0.94%		25.89	%
4/1/2008 - 3/31/2009		12.04		0.09			(4.88	)		(4.79	)		—			(0.33	)		(0.33	)		6.92		(40.88	%)		59,937	0.92%	0.14%	0.97%		18.16	%
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	%
Class B:
4/1/2012 - 9/30/2012 (5)		$12.28		($0.08	)		$—			($0.08	)		$—			$—			$—			$12.20		(0.65	%)		$31,526	1.48%	1.35%	(1.35%)		10.70	%
4/1/2011 - 3/31/2012		12.03		(0.03	)		0.28			0.25			—			—			—			12.28		2.08	%		31,969	1.49%	1.35%	(0.23%)		12.51	%
4/1/2010 - 3/31/2011		10.46		(0.03	)		1.65			1.62			(0.05	)		—			(0.05	)		12.03		15.62	%		30,693	1.55%	1.25%	(0.31%)		26.22	%
4/1/2009 - 3/31/2010		6.72		0.02			3.75			3.77			(0.03	)		—			(0.03	)		10.46		56.15	%		28,776	1.69%	0.95%	0.19%		25.89	%
4/1/2008 - 3/31/2009		11.93		0.02			(4.90	)		(4.88	)		—			(0.33	)		(0.33	)		6.72		(42.04	%)		18,042	1.67%	0.89%	0.22%		18.16	%
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	%
Class C:
4/1/2012 - 9/30/2012 (5)		$12.28		($0.08	)		$—			($0.08	)		$—			$—			$—			$12.20		(0.65	%)		$74,937	1.48%	1.35%	(1.35%)		10.70	%
4/1/2011 - 3/31/2012		12.03		(0.03	)		0.28			0.25			—			—			—			12.28		2.08	%		76,613	1.49%	1.35%	(0.23%)		12.51	%
4/1/2010 - 3/31/2011		10.46		(0.03	)		1.65			1.62			(0.05	)		—			(0.05	)		12.03		15.61	%		75,607	1.55%	1.25%	(0.31%)		26.22	%
4/1/2009 - 3/31/2010		6.71		0.02			3.75			3.77			(0.02	)		—			(0.02	)		10.46		56.11	%		68,230	1.69%	0.95%	0.19%		25.89	%
4/1/2008 - 3/31/2009		11.92		0.02			(4.90	)		(4.88	)		—			(0.33	)		(0.33	)		6.71		(41.99	%)		43,588	1.67%	0.89%	0.22%		18.16	%
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	%
Class R:
4/1/2012 - 9/30/2012 (5)		$12.48		($0.05	)		$0.01			($0.04	)		$—			$—			$—			$12.44		(0.32	%)		$6,175	0.98%	0.85%	(0.85%)		10.70	%
4/1/2011 - 3/31/2012		12.22		0.03			0.26			0.29			(0.03	)		—			(0.03	)		12.48		2.43	%		6,662	0.99%	0.85%	0.27%		12.51	%
4/1/2010 - 3/31/2011		10.61		0.02			1.65			1.67			(0.06	)		—			(0.06	)		12.22		16.02	%		5,553	1.05%	0.76%	0.19%		26.22	%
4/1/2009 - 3/31/2010		6.88		0.06			3.76			3.82			(0.09	)		—			(0.09	)		10.61		55.70	%		4,448	1.19%	0.45%	0.69%		25.89	%
4/1/2008 - 3/31/2009		12.03		0.06			(4.88	)		(4.82	)		—			(0.33	)		(0.33	)		6.88		(41.17	%)		2,106	1.17%	0.39%	0.72%		18.16	%
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	%
PL Short Duration Income Fund (6)
Class A:
6/29/2012 - 9/30/2012 (5)		$10.20		$0.06			$0.20			$0.26			($0.06	)		$—			($0.06	)		$10.40		2.56	%		$1,907	1.27%	0.85%	2.37%		88.58	%
Class C:
6/29/2012 - 9/30/2012 (5)		$10.20		$0.04			$0.20			$0.24			($0.05	)		$—			($0.05	)		$10.39		2.38	%		$1,645	2.02%	1.60%	1.61%		88.58	%
Class I:
4/1/2012 - 9/30/2012 (5)		$10.14		$0.13			$0.24			$0.37			($0.13	)		$—			($0.13	)		$10.38		3.65	%		$12,886	1.34%	0.60%	2.47%		88.58	%
12/19/2011 - 3/31/2012		10.00		0.06			0.15			0.21			(0.07	)		—			(0.07	)		10.14		2.10	%		12,251	2.04%	0.60%	2.06%		73.40	%
Advisor Class:
6/29/2012 - 9/30/2012 (5)		$10.20		$0.06			$0.20			$0.26			($0.06	)		$—			($0.06	)		$10.40		2.53	%		$85	1.27%	0.85%	2.60%		88.58	%
PL Income Fund (7)
Class A:
4/1/2012 - 9/30/2012 (5)		$10.61		$0.15			$0.42			$0.57			($0.14	)		$—			($0.14	)		$11.04		5.44	%		$356,849	1.18%	0.90%	2.74%		92.60	%
4/1/2011 - 3/31/2012		10.16		0.30			0.48			0.78			(0.30	)		(0.03	)		(0.33	)		10.61		7.79	%		247,522	1.35%	0.90%	2.94%		199.30	%
12/31/2010 - 3/31/2011		10.00		0.09			0.16			0.25			(0.09	)		—			(0.09	)		10.16		2.46	%		5,300	1.77%	0.90%	3.62%		142.25	%
Class C:
4/1/2012 - 9/30/2012 (5)		$10.62		$0.11			$0.43			$0.54			($0.11	)		$—			($0.11	)		$11.05		5.07	%		$129,890	1.93%	1.65%	1.99%		92.60	%
6/30/2011 - 3/31/2012		10.32		0.17			0.33			0.50			(0.17	)		(0.03	)		(0.20	)		10.62		4.89	%		76,726	2.07%	1.65%	2.17%		199.30	%
Class I:
4/1/2012 - 9/30/2012 (5)		$10.62		$0.16			$0.43			$0.59			($0.16	)		$—			($0.16	)		$11.05		5.56	%		$1,831	0.78%	0.65%	2.99%		92.60	%
4/1/2011 - 3/31/2012		10.16		0.36			0.44			0.80			(0.31	)		(0.03	)		(0.34	)		10.62		7.95	%		1,292	0.95%	0.65%	3.42%		199.30	%
12/31/2010 - 3/31/2011		10.00		0.10			0.15			0.25			(0.09	)		—			(0.09	)		10.16		2.48	%		51,231	1.37%	0.65%	3.87%		142.25	%
Advisor Class:
6/29/2012 - 9/30/2012 (5)		$10.79		$0.07			$0.27			$0.34			($0.07	)		$—			($0.07	)		$11.06		3.19	%		$6,304	1.17%	0.90%	2.68%		92.60	%

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

B-11

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (Continued)

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

For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (1)			Net Realized and Unrealized Gain (Loss)			Total from Investment Operations		Distributions from Net Investment Income			Distributions from Capital Gains		Total Distributions			Net Asset Value, End of Year or Period		Total Returns (2)			Net Assets, End of Year or Period (in thousands)		Ratios of Expenses Before Expense Reductions to Average Net Assets (3)	Ratios of Expenses After Expense Reductions to Average Net Assets (3), (4)	Ratios of Net Investment Income (Loss) to Average Net Assets (3)			Portfolio Turnover Rates
PL Strategic Income Fund (6)
Class A:
6/29/2012 - 9/30/2012 (5)		$10.53		$0.13			$0.43			$0.56		($0.12	)		$—		($0.12	)		$10.97		5.31	%		$3,194	1.47%	1.05%		4.50%			181.08	%
Class C:
6/29/2012 - 9/30/2012 (5)		$10.53		$0.11			$0.42			$0.53		($0.10	)		$—		($0.10	)		$10.96		5.09	%		$1,851	2.22%	1.80%		3.77%			181.08	%
Class I:
4/1/2012 - 9/30/2012 (5)		$10.40		$0.27			$0.52			$0.79		($0.28	)		$—		($0.28	)		$10.91		7.70	%		$20,314	1.37%	0.80%		5.01%			181.08	%
12/19/2011 - 3/31/2012		10.00		0.14			0.38			0.52		(0.12	)		—		(0.12	)		10.40		5.22	%		17,796	1.78%	0.80%		4.84%			155.66	%
Advisor Class:
6/29/2012 - 9/30/2012 (5)		$10.53		$0.12			$0.43			$0.55		($0.11	)		$—		($0.11	)		$10.97		5.28	%		$222	1.47%	1.05%		4.45%			181.08	%
PL Floating Rate Income Fund (7)
Class A:
4/1/2012 - 9/30/2012 (5)		$10.07		$0.23			$0.21			$0.44		($0.22	)		$—		($0.22	)		$10.29		4.38	%		$38,419	1.46%	1.05%		4.45%			99.02	%
12/30/2011 - 3/31/2012		9.81		0.13			0.24			0.37		(0.11	)		—		(0.11	)		10.07		3.79	%		12,071	1.55%	1.05%		5.33%			139.00	%
Class C:
4/1/2012 - 9/30/2012 (5)		$10.07		$0.19			$0.21			$0.40		($0.18	)		$—		($0.18	)		$10.29		4.05	%		$19,045	2.21%	1.80%		3.71%			99.02	%
12/30/2011 - 3/31/2012		9.81		0.11			0.25			0.36		(0.10	)		—		(0.10	)		10.07		3.68	%		3,372	2.30%	1.80%		4.61%			139.00	%
Class I:
4/1/2012 - 9/30/2012 (5)		$10.08		$0.24			$0.22			$0.46		($0.23	)		$—		($0.23	)		$10.31		4.58	%		$37,333	1.06%	0.80%		4.65%			99.02	%
6/30/2011 - 3/31/2012		10.00		0.34			0.06			0.40		(0.32	)		—		(0.32	)		10.08		4.11	%		41,834	1.24%	0.80%		4.60%			139.00	%
Advisor Class:
6/29/2012 - 9/30/2012 (5)		$10.12		$0.14			$0.17			$0.31		($0.11	)		$—		($0.11	)		$10.32		3.09	%		$1,418	1.39%	1.05%		5.21%			99.02	%
PL High Income Fund (6)
Class A:
6/29/2012 - 9/30/2012 (5)		$10.57		$0.15			$0.43			$0.58		($0.15	)		$—		($0.15	)		$11.00		5.49	%		$1,643	1.73%	1.05%		5.61%			83.64	%
Class C:
6/29/2012 - 9/30/2012 (5)		$10.57		$0.13			$0.43			$0.56		($0.14	)		$—		($0.14	)		$10.99		5.32	%		$1,134	2.48%	1.80%		4.76%			83.64	%
Class I:
4/1/2012 - 9/30/2012 (5)		$10.58		$0.33			$0.38			$0.71		($0.36	)		$—		($0.36	)		$10.93		6.73	%		$8,219	2.04%	0.80%		6.19%			83.64	%
12/19/2011 - 3/31/2012		10.00		0.20			0.55			0.75		(0.17	)		—		(0.17	)		10.58		7.50	%		7,523	2.82%	0.80%		6.73%			92.87	%
Advisor Class:
6/29/2012 - 9/30/2012 (5)		$10.57		$0.16			$0.42			$0.58		($0.14	)		$—		($0.14	)		$11.01		5.52	%		$5	1.73%	1.05%		5.64%			83.64	%
PL Money Market Fund (8)
Class A:
4/1/2012 - 9/30/2012 (5)		$1.00		$—			$—			$—		$—			$—		$—			$1.00		0.00	%		$28,988	1.10%	0.12%		0.00%			N/A
4/1/2011 - 3/31/2012		1.00		(0.00	)(9)		(0.00	)(9)		0.00		—			—		—			1.00		0.00	%		32,068	1.01%	0.11%		(0.00	%)(9)		N/A
4/1/2010 - 3/31/2011		1.00		(0.00	)(9)		0.00	(9)		0.00		—			—		—			1.00		0.00	%		38,443	1.00%	0.24%		(0.00	%)(9)		N/A
4/1/2009 - 3/31/2010		1.00		(0.00	)(9)		0.00	(9)		0.00		(0.00	)(9)		—		(0.00	)(9)		1.00		0.03	%		34,669	1.09%	0.36%		(0.00	%)(9)		N/A
4/1/2008 - 3/31/2009		1.00		0.01			0.00	(9)		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			0.00	(9)		0.04		(0.04	)		—		(0.04	)		1.00		3.90	%		42,636	1.28%	0.95%		3.68%			N/A
Class B:
6/29/2012 - 9/30/2012 (5)		$1.00		$—			$—			$—		$—			$—		$—			$1.00		0.00	%		$332	1.84%	0.12%		0.00%			N/A
Class C:
6/29/2012 - 9/30/2012 (5)		$1.00		$—			$—			$—		$—			$—		$—			$1.00		0.00	%		$727	1.84%	0.12%		0.00%			N/A

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

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

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

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

(5) Unaudited.

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

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

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

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

See Notes to Financial Statements

B-12

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1. ORGANIZATION

Pacific Life Funds (the “Trust”) is a Delaware statutory trust, which was formed on May 21, 2001, and is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as an open-end management investment company. Pacific Life Fund Advisors LLC (“PLFA” or “Adviser”) serves as investment adviser to the Trust. As of September 30, 2012, the Trust was comprised of twenty-nine separate funds, eleven of which are presented in this report (each individually, a “Fund”, and collectively the “Funds”): PL Portfolio Optimization Conservative Fund, PL Portfolio Optimization Moderate-Conservative Fund, PL Portfolio Optimization Moderate Fund, PL Portfolio Optimization Moderate-Aggressive Fund, PL Portfolio Optimization Aggressive Fund (collectively, the “Portfolio Optimization Funds”); and the PL Short Duration Income Fund, PL Income Fund, PL Strategic Income Fund, PL Floating Rate Income Fund, PL High Income Fund and PL Money Market Fund.

The Portfolio Optimization Funds offer Class A, Class B, Class C and Class R shares. Each class is distinguished by its applicable sales charges and distribution and/or service fees and in general: (i) Class A shares are subject to a maximum 5.50% front-end sales charge; (ii) Class B shares are subject to a maximum 5.00% contingent deferred sales charge (“CDSC”); (iii) Class C shares are subject to a maximum 1.00% CDSC; and (iv) Class R shares 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 1.00% on redemptions of such Class A shares within one year of purchase.

The PL Short Duration Income Fund, PL Income Fund, PL Strategic Income Fund, PL Floating Rate Income Fund and PL High Income Fund offer Class A, Class C, Class I and Advisor Class shares. Each class is distinguished by its level of distribution and/or service fees and in general: (i) Class A shares of the PL Short Duration Income and PL Floating Rate Income Funds are subject to a maximum 3.00% front-end sales charge, and Class A shares of the PL Income, PL Strategic Income and PL High Income Funds are subject to a maximum 4.25% front-end sales charge; (ii) Class C shares are subject to a maximum 1.00% CDSC; (iii) Class I shares and Advisor Class 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 1.00% of such Class A shares within one year of purchase.

The PL Money Market Fund offers Class A, Class B and Class C shares which are sold at NAV without an initial sales charge. Class B shares are subject to a maximum 5.00% CDSC. Class C shares are subject to a maximum 1.00% CDSC.

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

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

The 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 annual report for the PL Underlying Funds, see the Where to Go for More Information section of this report on page D-3.

2. SIGNIFICANT ACCOUNTING POLICIES

The 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.

A. INVESTMENT TRANSACTIONS AND INCOME

Investment transactions are recorded on a trade date basis. Dividend income is recorded on the ex-dividend date. Interest income, adjusted for amortization of premium and accretion of discount, is recorded daily on an accrual basis. Facility fees and other fees (such as origination fees) received from senior loans purchased (see Note 4) by a Fund are amortized over the expected term of each applicable senior loan. Commitment fees received by a Fund relating to unfunded senior loan commitments are amortized to income over the period of the commitment. Consent fees, which are compensation for agreeing to changes in the terms of debt instruments, are recorded as interest income when received. Realized gains and losses from investment transactions are recorded on the basis of identified cost, which is also used for Federal income tax purposes.

B. DISTRIBUTIONS TO SHAREHOLDERS

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

C. FOREIGN CURRENCY TRANSLATION

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

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

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(Unaudited)

D. ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES

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

E. OFFERING COSTS

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

F. RECENT ACCOUNTING PRONOUNCEMENT

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

3. VALUATION AND FAIR VALUE MEASUREMENTS

A. VALUATION POLICY AND PROCEDURES

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

B. NET ASSET VALUE

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

Each Fund’s NAV is calculated once a day, every day the New York Stock Exchange (“NYSE”) is open, including days when foreign markets are closed. For purposes of calculating the NAV, the value of investments held by each Fund is generally determined as of the time of the close of the NYSE, which is usually 4:00 p.m. Eastern Time. Information that becomes known to the Trust or its agents after the 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.

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

C. INVESTMENT VALUATION

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

Portfolio Optimization Funds

The investments of each Portfolio Optimization Fund consist of Class P shares of the PL Underlying Funds, which are valued at their respective 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 in other mutual funds for temporary cash management purposes are valued at their respective NAVs.

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Domestic Equity Investments

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

Domestic and Foreign Fixed Income Investments

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

Investment Values Determined by a Valuation Committee

The Trust Procedures include methodologies approved for valuing investments in circumstances where market quotations are not readily available. In such circumstances, the Trust Procedures provide that the value of such investments may be determined in accordance with alternative valuation methodologies. Under the Trust Procedures these alternative methodologies 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 alternate valuation methodologies are not readily available or reliable, the value of the investments will be determined in good faith by the Trustee Valuation Committee or determined by a valuation committee established under the Trust Procedures and then subsequently approved by the Board. Valuations determined by the Trustee Valuation Committee or other valuation committee may require subjective inputs about the value of such investments. While these valuations are intended to estimate the value a Fund might reasonably expect to receive upon the current sale of the investments in the ordinary course of business, such values may differ from the value that a Fund would actually realize if the investments were sold.

Market quotations 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.

D. FAIR VALUE MEASUREMENTS AND DISCLOSURES

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

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

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

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

The VOC reviews the Trust Procedures periodically (at least annually) to determine the validity and accuracy of the inputs and methodologies used to value each Fund’s investments. The VOC also periodically re-evaluates how each Fund’s investments are characterized within the three-tier hierarchy and the validity of third party pricing sources. The VOC also periodically (at least annually) conducts back testing of the methodologies used to value Level 3 investments to substantiate the unobservable inputs used to value those investments. Such back-testing includes comparing Level 3 investment values to subsequently available exchange-traded prices, transaction prices, and/or observable vendor prices. All changes to the Trust Procedures are reported to the Board on a quarterly basis with material changes, as determined by the Trust’s CCO, requiring approval by the Board. In addition, all investments categorized as Level 3 under the three-tier hierarchy are reported to the Chairman of the Audit Committee on a quarterly basis and such report includes the inputs and methodologies used to value those investments.

The inputs or methodologies used for valuing each Fund’s investments are not necessarily an indication of the relative risks associated with investing in those investments. For example, money market instruments are valued using amortized cost in accordance with the rules under the 1940 Act. Generally, amortized cost approximates the current fair value of an investment, but since the value is not obtained from a quoted price in an active market, such investments are reflected as Level 2. Foreign investments that are valued with the assistance of a statistical research service approved by the Board, and based on significant observable inputs (as described in Note 3C) are reflected as Level 2. For fair valuations using significant unobservable inputs, the Trust presents a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. A summary of each Fund’s investments as of September 30, 2012 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:

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

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(Unaudited)

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

U.S. Treasury Obligations

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

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

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

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

Senior Loan Notes

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

Short-Term Investments

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

4. INVESTMENTS AND RISKS

General Investment Risks

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

Fund of Funds Investments

The Portfolio Optimization Funds are exposed to the same risks as the PL Underlying Funds in direct proportion to the allocation of assets among those funds. The semi-annual report for the PL Underlying Funds contains information about the risks associated with investing in the PL Underlying Funds. Allocations among the PL Underlying Funds are determined using an asset allocation process, which seeks to optimize returns by allocating among different asset classes given various levels of risk tolerance. The allocations of the Portfolio Optimization Funds may not effectively decrease risk or increase returns for investors, and the selection and weighting of allocations to asset classes and/or PL Underlying Funds may cause them to underperform other mutual funds with a similar investment objective. Although the Portfolio Optimization Funds seek to provide diversification across major asset classes, they may invest a significant portion of their assets in any one or several PL Underlying Funds (See Note 6C).

Equity Investments

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 General Investment Risk factors noted above.

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NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

Fixed Income Investments

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

Foreign Investments

There are certain additional risks involved in investing in foreign securities that are generally not inherent in investments in domestic securities. These risks may involve foreign currency fluctuations, adverse political, social and economic developments and the possible imposition of currency exchange blockages or other foreign governmental laws or restrictions. In addition, the securities of some foreign companies and securities markets are less liquid and at times more volatile than securities of comparable U.S. companies and U.S. securities markets. The markets in emerging markets countries can be extremely volatile. 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 value. The value of Illiquid Investments held by each Fund as of September 30, 2012 was less than 15% of its net assets (5% of total assets for the PL Money Market Fund).

Senior Loan Participations and Assignments

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

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

When a Fund purchases a participation of a Senior Loan interest, the Fund typically enters into a contractual agreement with the lender or other third party selling the participation. A participation interest in Senior Loans includes the right to receive payments of principal, interest and any fees to which it is entitled from the lender and only upon receipt by the lender of payments from the Borrower, but not from the Borrower directly. When investing in a participation interest, if a Borrower is unable to meet its obligations under a loan agreement, a Fund generally has no right to enforce compliance with the terms of the loan agreement. As a result, the Fund assumes the credit risk of the Borrower, the selling participant, and any other persons that are interpositioned between the Fund and the Borrower. If the lead lender in a typical lending syndicate becomes insolvent, enters 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, 2012, no participation interest in Senior Loans was held by any of the Funds covered in this report.

U.S. Government Agencies or Government-Sponsored Enterprises

Certain Funds may invest in U.S. Government agencies or government-sponsored enterprises. U.S. Government securities are obligations of and, in certain cases, guaranteed by, the U.S. Government, its agencies or instrumentalities. The U.S. Government does not guarantee the NAV of each Fund’s shares. Some U.S. Government securities, such as Treasury bills, notes and bonds, and securities guaranteed by the Government National Mortgage Association (“GNMA” or “Ginnie Mae”), are supported by the full faith and credit of the 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. Securities not backed by the full faith and credit of the United States Government may be subject to a greater risk of default. U.S. Government securities may include zero

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NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

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.

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

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

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

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

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

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

The service fee was 0.25% for Class B, C, and R shares. Under the Class A Plan and the Advisor Class Plan, each Fund paid the Distributor service fees at an annual rate of 0.25% of the average daily net assets attributable to the applicable share class. Effective October 1, 2012, the Advisor Class Plan will be terminated and the related 0.25% service fee imposed under that plan will be eliminated. There are no distribution and service fees for Class I shares. The distribution and service fees were accrued daily. For the six-month period ended September 30, 2012, the Distributor, acting as underwriter, received net commissions (front-end sales charges) of $10,390,579 from the sale of Class A shares and received $443,151 in CDSC from redemptions of Class A, B and C shares.

C-6

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

6. TRANSACTIONS WITH AFFILIATES

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

The Adviser, the Distributor and Pacific Life are related parties. The advisory fees paid to the Adviser, the administration fees paid to Pacific Life, the distribution and service fees paid to the Distributor, including any fee waivers, and expenses for support services paid to PLFA and Pacific Life (see Note 5) by each Fund covered in this report for the six-month period ended September 30, 2012 are presented in the Statements of Operations. The amounts of each of these fees that remained payable as of September 30, 2012 are presented in the Statements of Assets and Liabilities.

B. EXPENSE LIMITATION AGREEMENTS

To help limit the Trust’s expenses, PLFA has entered into expense limitation agreements with the Trust and has contractually agreed to reimburse each Fund for certain operating expenses that exceed an annual rate based on a percentage of a Fund’s average daily net assets. These operating expenses include, but are not limited to, administration fees, organizational expenses, custody expenses, expenses for audit, tax and certain legal services, preparation, printing, filing and distribution to existing shareholders of proxies, prospectuses and shareholder reports and other regulatory documents as applicable, independent trustees’ fees and establishing, overseeing and administering the Trust’s compliance program. These operating expenses do not include investment advisory fees; distribution and/or service fees; dividends on securities sold short; acquired fund fees and expenses; interest; taxes (including foreign taxes on dividends, interest or gains); brokerage commissions and other transactional expenses and extraordinary expenses such as litigation expenses and other expenses not incurred in the ordinary course of each Fund’s business. The current expense cap for each Portfolio Optimization Fund is 0.15% through June 30, 2015 and 0.30% thereafter through June 30, 2022. The current expense cap for the PL Short Duration Income Fund, PL Strategic Income Fund and PL High Income Fund is 0.20% through June 30, 2015. The current expense cap for the PL Income Fund is 0.15% through June 30, 2014 and 0.20% thereafter through June 30, 2015. The current expense cap for the PL Floating Rate Income Fund is 0.15% through December 31, 2014 and 0.20% thereafter through June 30, 2015. The current expense cap for the PL Money Market Fund is 0.30% through June 30, 2013. There is no guarantee that PLFA will continue to reimburse expenses upon the expiration of the applicable expense caps.

Any expense reimbursements are subject to repayment to PLFA for a period of time as permitted under regulatory and accounting guidance (currently 3 years from the end of the fiscal year in which the reimbursement or reduction took place) to the extent such expenses fall below the current expense cap in future years. Any amounts repaid to PLFA will have the effect of increasing such expenses of the Fund, but not above the expense cap. There was no recoupment of expense reimbursement by PLFA from any Funds covered in this report during the six-month period ended September 30, 2012.

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

The investment adviser expense reimbursement, the advisory fee waiver, the administration fee waiver, and the service fee waiver, if any, of each of the applicable Funds covered in this report for the six-month period ended September 30, 2012 are presented in the Statements of Operations. Any amounts that remained due from the Adviser as of September 30, 2012 are presented in the Statements of Assets and Liabilities.

The cumulative reimbursement and fee reduction amounts, if any, as of September 30, 2012 that are subject to repayment for each Fund covered in this report are as follows:

	Expiration Date
Funds	3/31/2013		3/31/2014		3/31/2015		3/31/2016
PL Portfolio Optimization Conservative		$592,826		$486,514		$406,199		$228,297
PL Portfolio Optimization Moderate-Conservative		678,602		467,467		416,693		225,080
PL Portfolio Optimization Moderate		2,044,114		1,294,312		1,027,703		541,452
PL Portfolio Optimization Moderate-Aggressive		1,951,672		1,124,694		807,014		400,901
PL Portfolio Optimization Aggressive		851,173		477,661		316,090		149,714
PL Short Duration Income						42,485		47,624
PL Income				85,763		651,413		579,634
PL Strategic Income						45,025		55,804
PL Floating Rate Income						123,956		124,881
PL High Income						42,254		49,623
PL Money Market		147,762		112,758		93,514		54,025
Total		$6,266,149		$4,049,169		$3,972,346		$2,457,035

Due to the current regulatory and 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, 2009 expired for future recoupment as of March 31, 2012. 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, 2012.

C-7

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

C. INVESTMENTS IN AFFILIATED FUNDS

As of September 30, 2012, each of the Portfolio Optimization Funds (aggregate of Classes A, B, C and R) owned Class P shares in each of the applicable affiliated PL Underlying Funds. A summary of transactions for the six-month period ended September 30, 2012 and total investments by each of the Portfolio Optimization Funds in each PL Underlying Fund as of September 30, 2012 is as follows:

Fund/Underlying Fund	Beginning Value as of April 1, 2012		Purchase Cost		Sales Proceeds		Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)			As of September 30, 2012
													Ending Value		Shares   Balance		Ownership   Percentage
PL Portfolio Optimization Conservative Fund
PL Floating Rate Loan		$35,101,966		$3,712,919		$10,632,839		$25,128			$767,382			$28,974,556		2,788,696		29.09%
PL Inflation Managed		68,199,217		8,152,106		25,837,368		957,122			2,868,163			54,339,240		4,745,785		30.69%
PL Managed Bond		145,233,374		20,322,183		3,901,484		(20,937	)		7,993,311			169,626,447		14,827,487		29.88%
PL Short Duration Bond		53,261,770		21,739,426		852,904		(682	)		992,868			75,140,478		7,352,297		33.12%
PL Emerging Markets Debt		—		27,609,900		230,392		2,088			1,570,800			28,952,396		2,731,358		33.78%
PL Comstock		15,809,818		5,852,768		509,376		8,328			830,268			21,991,806		1,720,799		8.28%
PL Large-Cap Growth		8,315,703		2,071,914		564,697		39,998			117,672			9,980,590		969,931		7.37%
PL Large-Cap Value		19,630,552		3,197,814		3,373,710		114,526			740,182			20,309,364		1,589,152		6.15%
PL Main Street Core		7,786,550		1,329,821		168,116		(473	)		258,352			9,206,134		802,627		4.30%
PL Mid-Cap Equity		11,699,118		2,015,489		6,506,170		391,725			(1,053,126	)		6,547,036		668,065		5.09%
PL Mid-Cap Growth		—		7,162,548		54,855		(1,311	)		48,894			7,155,276		886,651		11.54%
PL International Large-Cap		11,739,271		3,080,805		266,766		(21,333	)		222,705			14,754,682		984,302		6.73%
PL International Value		7,620,789		2,038,880		410,930		(8,928	)		(21,302	)		9,218,509		1,097,442		6.07%
		$384,398,128		$108,286,573		$53,309,607		$1,485,251			$15,336,169			$456,196,514
PL Portfolio Optimization Moderate-Conservative Fund
PL Floating Rate Loan		$26,122,815		$3,178,137		$3,505,096		($7,096	)		$727,400			$26,516,160		2,552,085		26.63%
PL Inflation Managed		51,388,726		5,619,849		17,391,005		568,140			2,360,128			42,545,838		3,715,794		24.02%
PL Managed Bond		103,929,699		11,607,052		8,729,104		41,831			5,488,810			112,338,288		9,819,780		19.79%
PL Short Duration Bond		37,087,423		15,838,780		260,522		(83	)		708,297			53,373,895		5,222,495		23.53%
PL Emerging Markets Debt		—		13,528,885		53,419		783			798,449			14,274,698		1,346,670		16.65%
PL Comstock		22,937,445		5,898,958		143,363		(2,929	)		999,040			29,689,151		2,323,095		11.19%
PL Growth LT		8,162,251		—		5,544,327		555,269			(892,964	)		2,280,229		173,270		5.58%
PL Large-Cap Growth		16,703,941		1,497,568		218,543		6,417			57,006			18,046,389		1,753,779		13.32%
PL Large-Cap Value		30,886,858		6,056,266		211,609		(1,096	)		1,552,074			38,282,493		2,995,500		11.60%
PL Main Street Core		19,364,841		5,615,885		141,749		1,081			801,710			25,641,768		2,235,551		11.96%
PL Mid-Cap Equity		15,326,405		1,473,041		7,151,460		(13,811	)		(863,888	)		8,770,287		894,927		6.83%
PL Mid-Cap Growth		8,475,728		514,031		3,200,462		(328,912	)		(431,050	)		5,029,335		623,214		8.11%
PL Small-Cap Growth		—		5,736,578		21,044		72			206,616			5,922,222		502,735		13.50%
PL Small-Cap Value		3,730,125		660,608		22,005		(1,102	)		71,514			4,439,140		416,821		4.11%
PL Emerging Markets		4,088,047		3,864,300		55,683		(6,293	)		295,326			8,185,697		600,124		7.70%
PL International Large-Cap		20,120,603		2,380,626		164,852		(11,685	)		30,908			22,355,600		1,491,368		10.20%
PL International Value		11,742,921		4,471,321		93,821		(16,021	)		(18,380	)		16,086,020		1,915,002		10.60%
		$380,067,828		$87,941,885		$46,908,064		$784,565			$11,890,996			$433,777,210
PL Portfolio Optimization Moderate Fund
PL Floating Rate Loan		$50,882,158		$3,690,949		$11,692,912		$12,260			$1,202,276			$44,094,731		4,243,959		44.28%
PL Inflation Managed		111,021,687		8,132,205		66,752,550		3,651,779			1,972,854			58,025,975		5,067,771		32.76%
PL Managed Bond		172,681,481		21,595,996		3,811,353		41,645			9,374,701			199,882,470		17,472,244		35.21%
PL Short Duration Bond		50,536,332		28,426,789		243,293		68			1,034,176			79,754,072		7,803,725		35.16%
PL Emerging Markets Debt		—		31,144,789		92,715		1,165			1,855,138			32,908,377		3,104,564		38.39%
PL Comstock		80,926,793		17,433,924		306,444		(44,501	)		3,256,733			101,266,505		7,923,827		38.17%
PL Growth LT		40,803,800		1,488,007		28,743,305		1,769,536			(3,446,134	)		11,871,904		902,120		29.10%
PL Large-Cap Growth		53,695,918		3,263,607		244,478		(3,924	)		154,956			56,866,079		5,526,344		41.98%
PL Large-Cap Value		102,395,841		21,661,329		390,781		(2,987	)		5,155,104			128,818,506		10,079,695		39.02%
PL Main Street Core		72,466,065		10,066,869		256,549		2,762			2,147,737			84,426,884		7,360,670		39.39%
PL Mid-Cap Equity		61,135,915		3,822,580		11,426,235		(1,137,845	)		(2,037,440	)		50,356,975		5,138,467		39.20%
PL Mid-Cap Growth		21,228,466		—		5,558,610		(750,692	)		(1,185,845	)		13,733,319		1,701,774		22.14%
PL Small-Cap Growth		10,181,466		2,893,131		40,623		(1,057	)		40,965			13,073,882		1,109,837		29.82%
PL Small-Cap Value		30,238,045		8,062,660		118,779		(4,923	)		597,387			38,774,390		3,640,788		35.91%
PL Real Estate		20,203,471		700,494		68,885		4,526			445,978			21,285,584		1,652,607		39.93%
PL Emerging Markets		31,173,205		12,209,926		131,141		(18,613	)		1,161,206			44,394,583		3,254,735		41.74%
PL International Large-Cap		82,466,664		6,173,342		241,543		(33,965	)		(84,438	)		88,280,060		5,889,264		40.26%
PL International Value		30,144,471		23,325,067		158,956		(67,683	)		433,493			53,676,392		6,390,047		35.36%
		$1,022,181,778		$204,091,664		$130,279,152		$3,417,551			$22,078,847			$1,121,490,688

C-8

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

Fund/Underlying Fund	Beginning Value as of April 1, 2012		Purchase Cost		Sales Proceeds		Net Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)			As of September 30, 2012
													Ending Value		Shares   Balance		Ownership   Percentage
PL Portfolio Optimization Moderate-Aggressive Fund
PL Inflation Managed		$57,292,440		$3,834,755		$41,685,756		$2,562,388			$192,511			$22,196,338		1,938,545		12.53%
PL Managed Bond		57,670,797		17,619,857		902,128		1,321			3,525,173			77,915,020		6,810,754		13.72%
PL Short Duration Bond		14,493,982		4,037,896		198,737		18			252,694			18,585,853		1,818,577		8.19%
PL Emerging Markets Debt		—		9,130,086		91,532		3,585			542,528			9,584,667		904,214		11.18%
PL Comstock		66,059,556		17,251,012		876,715		(116,893	)		2,878,660			85,195,620		6,666,324		32.11%
PL Growth LT		44,915,791		—		22,476,744		626,336			(1,954,181	)		21,111,202		1,604,195		51.75%
PL Large-Cap Growth		38,341,867		1,120,916		515,757		7,818			(2,173	)		38,952,671		3,785,488		28.75%
PL Large-Cap Value		81,402,000		22,792,542		1,110,657		(6,347	)		4,301,273			107,378,811		8,402,098		32.52%
PL Main Street Core		67,171,262		1,924,250		748,054		20,244			1,357,274			69,724,976		6,078,899		32.53%
PL Mid-Cap Equity		57,904,304		2,973,710		12,376,200		(1,373,505	)		(1,705,599	)		45,422,710		4,634,970		35.36%
PL Mid-Cap Growth		29,526,051		2,453,143		4,781,108		(796,509	)		(1,873,650	)		24,527,927		3,039,396		39.55%
PL Small-Cap Growth		14,442,682		846,309		163,533		6,330			(74,615	)		15,057,173		1,278,198		34.34%
PL Small-Cap Value		35,788,864		9,964,651		479,241		(16,006	)		713,451			45,971,719		4,316,593		42.58%
PL Real Estate		22,694,774		17,371		318,597		7,386			515,986			22,916,920		1,779,264		42.99%
PL Emerging Markets		36,453,408		2,693,738		408,832		(50,687	)		489,663			39,177,290		2,872,335		36.84%
PL International Large-Cap		66,066,327		4,679,260		735,897		(74,808	)		(201,495	)		69,733,387		4,651,994		31.80%
PL International Value		42,879,424		11,914,968		561,007		(322,492	)		(243,110	)		53,667,783		6,389,022		35.35%
		$733,103,529		$113,254,464		$88,430,495		$478,179			$8,714,390			$767,120,067
PL Portfolio Optimization Aggressive Fund
PL Managed Bond		$7,013,338		$1,340,395		$762,291		$14,278			$363,299			$7,969,019		696,593		1.40%
PL Comstock		21,587,180		5,743,850		999,869		(58,407	)		918,668			27,191,422		2,127,654		10.25%
PL Growth LT		14,466,008		194,356		8,627,793		1,002,841			(1,500,474	)		5,534,938		420,588		13.57%
PL Large-Cap Growth		12,173,884		318,278		841,898		112,465			(133,209	)		11,629,520		1,130,177		8.58%
PL Large-Cap Value		28,681,436		6,597,849		1,317,536		(23,645	)		1,416,659			35,354,763		2,766,413		10.71%
PL Main Street Core		26,682,081		1,025,926		2,789,483		(66,455	)		478,681			25,330,750		2,208,435		11.82%
PL Mid-Cap Equity		19,035,285		672,367		1,393,460		(102,988	)		(837,334	)		17,373,870		1,772,844		13.52%
PL Mid-Cap Growth		14,338,560		1,014,981		2,476,150		(287,886	)		(1,018,497	)		11,571,008		1,433,830		18.66%
PL Small-Cap Growth		11,735,785		363,641		2,147,578		151,359			(306,907	)		9,796,300		831,605		22.34%
PL Small-Cap Value		16,400,533		2,978,638		804,050		(35,536	)		251,725			18,791,310		1,764,442		17.40%
PL Real Estate		9,772,549		30,843		904,572		39,418			168,516			9,106,754		707,046		17.08%
PL Emerging Markets		13,759,699		1,257,840		541,600		(43,550	)		158,987			14,591,376		1,069,749		13.72%
PL International Large-Cap		23,517,244		1,697,752		920,861		(41,345	)		(102,157	)		24,150,633		1,611,116		11.01%
PL International Value		18,741,800		1,595,522		743,112		(360,019	)		(70,653	)		19,163,538		2,281,374		12.62%
		$237,905,382		$24,832,238		$25,270,253		$300,530			($212,696	)		$237,555,201

As of September 30, 2012, Pacific Life owned the following percentages of the total (aggregate of Class A, C, I and Adviser Class) shares outstanding of each of the following Funds:

Fund	Ownership Percentage
PL Short Duration Income		76.91%
PL Strategic Income		75.02%
PL Floating Rate Income		31.08%
PL High Income		73.21%

D. INDEPENDENT TRUSTEES

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

Each independent trustee of the Board is eligible to participate in the Trust’s Deferred Compensation Plan (the “Plan”). The Plan allows each independent trustee to voluntarily defer receipt of all or a percentage of fees, which otherwise would be payable for services performed. Amounts in the deferral account are obligations of each Fund at the time of such deferral and are payable in accordance with the Plan. Deferral amounts are treated as though equivalent dollar amounts had been invested in shares of certain Funds. An independent trustee who defers compensation has the option to select credit rate options that track the performance, at NAV of Class A shares of the corresponding Portfolio Optimization Funds, PL Short Duration Income Fund, PL Income Fund, PL Strategic Income Fund, PL Floating Rate Income Fund, PL High Income Fund and/or PL Money Market Fund, and/or Class P shares of the corresponding PL Underlying Funds without a sales load. The obligation of each Fund under the Plan (the “DCP Liability”) is recorded as a liability (accrued trustees’ fees and expenses and deferred compensation). Accordingly, the market value appreciation or depreciation on a Fund’s DCP Liability account will cause the expenses of that Fund to increase or decrease due to market fluctuation. The change in net unrealized appreciation or deprecation on a Fund’s DCP Liability account is recorded as an increase or decrease to expense (trustees’ fees and expenses). For the six-month period ended September 30, 2012, such expenses were increased by $270 for all applicable Funds covered in this report as a result of the market value appreciation on such accounts. As of September 30, 2012, the total amount in the DCP Liability accounts was $7,613 for all applicable Funds covered in this report.

C-9

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

E. OFFICERS OF THE TRUST

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

F. INDEMNIFICATIONS

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

7. UNFUNDED SENIOR LOAN COMMITMENTS

Unfunded loan commitments on senior loan participations and assignments (Note 4), if any, are marked to market daily and valued according to the Trust’s valuation policies and procedures. Any outstanding unfunded loan commitments are presented in the Notes to Schedules of Investments section of each applicable Fund’s Schedule of Investments. Any applicable net unrealized appreciation or depreciation at the end of the reporting period is recorded as an asset (unfunded loan commitment appreciation) or a liability (unfunded loan commitment depreciation) and any change in net unrealized appreciation or depreciation for the reporting period is recorded as a change in net unrealized appreciation or depreciation on unfunded loan commitment. As of September 30, 2012, PL Floating Rate Income Fund had an unfunded loan commitment of $134,000 (see details in Note (c) in the Notes to Schedule of Investments).

8. PURCHASES AND SALES OF SECURITIES

The cost of purchases and proceeds from sales of investments (excluding short-term investments and the PL Money Market Fund since it trades exclusively in short-term debt investments) for the six-month period ended September 30, 2012, are summarized in the following table:

	U.S. Government Securities				Other Securities
Fund	Purchases		Sales		Purchases		Sales
PL Portfolio Optimization Conservative		$—		$—		$108,286,573		$53,309,607
PL Portfolio Optimization Moderate-Conservative		—		—		87,941,885		46,908,064
PL Portfolio Optimization Moderate		—		—		204,091,664		130,279,152
PL Portfolio Optimization Moderate-Aggressive		—		—		113,254,464		88,430,495
PL Portfolio Optimization Aggressive		—		—		24,832,238		25,270,253
PL Short Duration Income		—		—		15,038,199		11,506,308
PL Income		19,917,861		19,583,449		489,905,073		346,134,075
PL Strategic Income		725,625		200,172		39,622,949		34,546,276
PL Floating Rate Income		—		—		103,490,755		71,945,111
PL High Income		—		—		9,013,883		6,589,253

9. FEDERAL INCOME TAX INFORMATION

Each Fund intends to qualify each year as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code (the “Code”). A Fund that qualifies as a RIC does not have to pay income tax as long as it distributes sufficient taxable income and net capital gains. Each Fund declared and paid sufficient dividends on net investment income and capital gains distributions during the year or period ended March 31, 2012, to qualify as a RIC and is not required to pay Federal income tax under the Code. Accordingly, no provision for Federal income taxes is required in the financial statements. Required distributions are based on net investment income and net realized gains determined in accordance with income tax regulations, which may differ from U.S. GAAP for financial reporting purposes. These differences are primarily due to differing treatments for short-term capital gain distributions received, late year ordinary and post-October capital losses, capital loss carryforwards, and losses deferred due to wash sales. Permanent book and tax differences relating to shareholder distributions will result in reclassifications of capital accounts. In addition, the year in which amounts are distributed may differ from the year in which the net investment income is earned and the net gains are realized by each Fund.

C-10

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

The following table shows the accumulated capital losses and components of distributable earnings on a tax basis, and late year ordinary losses and post-October capital losses deferred, if any, for tax purposes as of March 31, 2012:

				Distributable Earnings				Late Year Ordinary and Post-October Losses Deferral
Fund	Accumulated Capital Losses			Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Late Year Ordinary Losses			Short-Term Capital Losses			Total
PL Portfolio Optimization Conservative		$—			$—		$867,444		($501,898	)		($146,895	)		($648,793	)
PL Portfolio Optimization Moderate-Conservative		(4,252,819	)		263,341		—		—			(125,683	)		(125,683	)
PL Portfolio Optimization Moderate		(20,077,747	)		1,678,069		—		—			(452,803	)		(452,803	)
PL Portfolio Optimization Moderate-Aggressive		(34,120,255	)		1,546,988		—		—			(197,311	)		(197,311	)
PL Portfolio Optimization Aggressive		(26,793,781	)		410,296		—		—			(203,208	)		(203,208	)
PL Short Duration Income		—			64,048		—		—			—			—
PL Income		—			3,329,767		126,335		—			—			—
PL Strategic Income		—			268,111		—		—			—			—
PL Floating Rate Income		(58,735	)		50,152		—		—			—			—
PL High Income		—			140,802		—		—			—			—
PL Money Market		(149	)		—		—		(383	)		—			(383	)

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

	Pre-Enactment									Post-Enactment
										Unlimited Period of Net					Accumulated
	Net Capital Loss Carryover Expiring in									Capital Loss Carryover					Capital Loss
Fund	2017			2018			2019			Short-Term			Long-Term		Carryover
PL Portfolio Optimization Moderate-Conservative		$—			($4,252,819	)		$—			$—			$—		($4,252,819	)
PL Portfolio Optimization Moderate		—			(16,205,051	)		(3,872,696	)		—			—		(20,077,747	)
PL Portfolio Optimization Moderate-Aggressive		—			(30,011,150	)		(4,109,105	)		—			—		(34,120,255	)
PL Portfolio Optimization Aggressive		(951,758	)		(22,811,627	)		(3,030,396	)		—			—		(26,793,781	)
PL Floating Rate Income		—			—			—			(58,735	)		—		(58,735	)
PL Money Market		—			—			—			(149	)		—		(149	)

The aggregate Federal tax cost of investments and the composition of unrealized appreciation and depreciation on investments as of September 30, 2012, were as follows:

Fund	Total Cost of Investments on Tax Basis		Gross Unrealized Appreciation on Investments		Gross Unrealized Depreciation on Investments			Net Unrealized Appreciation (Depreciation) on Investments		Net Unrealized Appreciation (Depreciation) on Other (1)		Net Unrealized Appreciation (Depreciation)
PL Portfolio Optimization Conservative		$417,590,077		$38,606,437		$—			$38,606,437		$—		$38,606,437
PL Portfolio Optimization Moderate-Conservative		390,806,516		42,970,694		—			42,970,694		—		42,970,694
PL Portfolio Optimization Moderate		998,766,342		122,724,346		—			122,724,346		—		122,724,346
PL Portfolio Optimization Moderate-Aggressive		678,831,079		91,644,977		(3,355,989	)		88,288,988		—		88,288,988
PL Portfolio Optimization Aggressive		206,716,221		31,497,560		(658,580	)		30,838,980		—		30,838,980
PL Short Duration Income		17,199,418		329,347		—			329,347		—		329,347
PL Income		506,078,729		13,079,612		(510,430	)		12,569,182		—		12,569,182
PL Strategic Income		24,497,591		997,789		(100,408	)		897,381		4		897,385
PL Floating Rate Income		104,798,864		1,472,636		(240,482	)		1,232,154		3,000		1,235,154
PL High Income		11,239,200		454,201		(23,851	)		430,350		2		430,352
PL Money Market		30,250,047		—		—			—		—		—

(1) Other includes net appreciation on unfunded loan commitments and foreign currency transactions.

Each Fund recognizes the financial statement effects of a tax position taken or expected to be taken in a tax return when it is more likely than not, based on the technical merits, that the position will be sustained upon examination by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax liability for unrecognized tax benefits with a corresponding income tax expense. Each Fund is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions. As a result of each Fund’s evaluation, as of and during the six-month period ended September 30, 2012, each Fund did not record a liability for any unrecognized tax benefits. Each Fund’s policy is to recognize interest and penalties on unrecognized tax benefits in income tax expense. During the six-month period ended September 30, 2012, none of the Funds covered in this report incurred any interest or penalties. Each Fund is also

C-11

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next six months.

Each Fund remains subject to examination by Federal and State tax authorities (principal state jurisdictions include California and Delaware) for the tax years ended March 31, 2009 through March 31, 2012 for Federal purposes and March 31, 2008 through March 31, 2012 for State purposes.

10. TAX CHARACTER OF DISTRIBUTIONS

The tax character of income and capital gain distributions to shareholders during the six-month period ended September 30, 2012 and the year or period ended March 31, 2012, were as follows:

	For the Six-Month Period Ended September 30, 2012						For the Year or Period Ended March 31, 2012
Fund	Ordinary Income		Long-Term Capital Gains		Total Distributions		Ordinary Income		Long-Term Capital Gains		Total Distributions
PL Portfolio Optimization Conservative		$—		$—		$—		$7,728,384		$866,047		$8,594,431
PL Portfolio Optimization Moderate-Conservative		—		—		—		5,748,565		—		5,748,565
PL Portfolio Optimization Moderate		—		—		—		10,718,539		—		10,718,539
PL Portfolio Optimization Moderate-Aggressive		—		—		—		4,781,380		—		4,781,380
PL Portfolio Optimization Aggressive		—		—		—		575,812		—		575,812
PL Short Duration Income		164,874		—		164,874		59,453		—		59,453
PL Income		5,245,978		—		5,245,978		5,113,218		—		5,113,218
PL Strategic Income		520,521		—		520,521		190,597		—		190,597
PL Floating Rate Income		1,677,352		—		1,677,352		1,286,518		—		1,286,518
PL High Income		275,596		—		275,596		117,780		—		117,780

11. SHARES OF BENEFICIAL INTEREST

Each Fund is authorized to issue an unlimited number of shares of beneficial interest with no par value. Changes in shares of beneficial interest of each Fund for six-month period ended September 30, 2012 and the year or periods ended March 31, 2012 were as follows:

	PL Portfolio Optimization Conservative Fund						PL Portfolio Optimization Moderate-Conservative Fund						PL Portfolio Optimization Moderate Fund						PL Portfolio Optimization Moderate-Aggressive Fund
	Six-Month Period Ended 9/30/2012			Year Ended 3/31/2012			Six-Month Period Ended 9/30/2012			Year Ended 3/31/2012			Six-Month Period  Ended 9/30/2012			Year Ended 3/31/2012			Six-Month Period Ended 9/30/2012			Year Ended 3/31/2012
Class A
Shares sold		4,700,664			9,414,786			3,807,509			7,831,859			7,801,799			18,477,094			3,956,930			10,012,961
Dividends and distribution reinvested		—			365,940			—			271,273			—			571,355			—			296,921
Shares repurchased		(2,356,645	)		(5,234,709	)		(1,864,147	)		(3,599,667	)		(4,075,456	)		(9,238,552	)		(2,570,974	)		(5,875,333	)
Net increase		2,344,019			4,546,017			1,943,362			4,503,465			3,726,343			9,809,897			1,385,956			4,434,549
Beginning shares outstanding		16,529,635			11,983,618			16,318,684			11,815,219			42,230,380			32,420,483			29,438,756			25,004,207
Ending shares outstanding		18,873,654			16,529,635			18,262,046			16,318,684			45,956,723			42,230,380			30,824,712			29,438,756
Class B
Shares sold		560,054			1,221,610			610,957			1,382,047			1,357,249			2,768,421			746,945			1,820,845
Dividends and distribution reinvested		—			55,798			—			44,056			—			75,743			—			28,570
Shares repurchased		(202,980	)		(322,557	)		(291,737	)		(409,613	)		(693,391	)		(1,163,612	)		(607,703	)		(1,069,955	)
Net increase		357,074			954,851			319,220			1,016,490			663,858			1,680,552			139,242			779,460
Beginning shares outstanding		3,022,111			2,067,260			3,560,056			2,543,566			9,485,382			7,804,830			7,802,346			7,022,886
Ending shares outstanding		3,379,185			3,022,111			3,879,276			3,560,056			10,149,240			9,485,382			7,941,588			7,802,346
Class C
Shares sold		3,933,076			7,994,971			2,411,514			5,134,378			4,380,291			9,843,078			2,342,838			5,151,759
Dividends and distribution reinvested		—			265,270			—			142,867			—			217,096			—			67,782
Shares repurchased		(1,577,309	)		(4,677,810	)		(1,020,976	)		(2,262,176	)		(2,423,614	)		(6,101,604	)		(1,602,244	)		(3,665,505	)
Net increase		2,355,767			3,582,431			1,390,538			3,015,069			1,956,677			3,958,570			740,594			1,554,036
Beginning shares outstanding		14,487,979			10,905,548			12,635,509			9,620,440			30,143,771			26,185,201			20,950,979			19,396,943
Ending shares outstanding		16,843,746			14,487,979			14,026,047			12,635,509			32,100,448			30,143,771			21,691,573			20,950,979
Class R
Shares sold		206,531			463,890			66,866			689,513			347,242			990,223			221,271			777,958
Dividends and distribution reinvested		—			25,463			—			27,509			—			23,691			—			14,124
Shares repurchased		(173,127	)		(355,060	)		(109,623	)		(1,528,021	)		(255,622	)		(1,106,493	)		(212,870	)		(1,040,572	)
Net increase (decrease)		33,404			134,293			(42,757	)		(810,999	)		91,620			(92,579	)		8,401			(248,490	)
Beginning shares outstanding		953,982			819,689			546,947			1,357,946			1,905,643			1,998,222			1,186,539			1,435,029
Ending shares outstanding		987,386			953,982			504,190			546,947			1,997,263			1,905,643			1,194,940			1,186,539

C-12

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

	PL Portfolio Optimization Aggressive Fund						PL Short Duration Income Fund (1)					PL Income Fund (2)						PL Strategic Income Fund (3)
	Six-Month Period  Ended 9/30/2012			Year Ended 3/31/2012			Six-Month Period Ended 9/30/2012			Period Ended 3/31/2012		Six-Month Period Ended 9/30/2012			Period Ended 3/31/2012			Six-Month Period Ended 9/30/2012			Period Ended 3/31/2012
Class A
Shares sold		1,264,903			2,681,939			183,760					12,647,546			25,930,108			291,945
Dividends and distribution reinvested		—			47,941			271					272,437			224,292			1,267
Shares repurchased		(1,057,081	)		(2,280,849	)		(704	)				(3,929,043	)		(3,339,586	)		(2,055	)
Net increase		207,822			449,031			183,327					8,990,940			22,814,814			291,157
Beginning shares outstanding		9,745,244			9,296,213			—					23,336,646			521,832			—
Ending shares outstanding		9,953,066			9,745,244			183,327					32,327,586			23,336,646			291,157
Class B
Shares sold		195,919			435,514
Dividends and distribution reinvested		—			—
Shares repurchased		(216,099	)		(382,304	)
Net increase (decrease)		(20,180	)		53,210
Beginning shares outstanding		2,603,681			2,550,471
Ending shares outstanding		2,583,501			2,603,681
Class C
Shares sold		737,918			2,135,369			158,555					4,778,439			7,455,154			169,066
Dividends and distribution reinvested		—			—			291					75,987			51,918			666
Shares repurchased		(836,613	)		(2,178,209	)		(521	)				(322,197	)		(279,689	)		(949	)
Net increase (decrease)		(98,695	)		(42,840	)		158,325					4,532,229			7,227,383			168,783
Beginning shares outstanding		6,240,042			6,282,882			—					7,227,383			—			—
Ending shares outstanding		6,141,347			6,240,042			158,325					11,759,612			7,227,383			168,783
Class R
Shares sold		86,345			360,732
Dividends and distribution reinvested		—			1,331
Shares repurchased		(123,528	)		(282,883	)
Net increase (decrease)		(37,183	)		79,180
Beginning shares outstanding		533,714			454,534
Ending shares outstanding		496,531			533,714
Class I
Shares sold								18,026			1,202,305		66,000			103,371			104,305			1,692,857
Dividends and distribution reinvested								15,279			5,874		1,823			91,641			45,982			18,364
Shares repurchased								—			—		(23,804	)		(5,117,325	)		—			—
Net increase (decrease)								33,305			1,208,179		44,019			(4,922,313	)		150,287			1,711,221
Beginning shares outstanding								1,208,179			—		121,696			5,044,009			1,711,221			—
Ending shares outstanding								1,241,484			1,208,179		165,715			121,696			1,861,508			1,711,221
Advisor Class
Shares sold								8,197					575,201						20,660
Dividends and distribution reinvested								14					2,698						93
Shares repurchased								—					(8,020	)					(478	)
Net increase								8,211					569,879						20,275
Beginning shares outstanding								—					—						—
Ending shares outstanding								8,211					569,879						20,275

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

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

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

C-13

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

	PL Floating Rate Income Fund (1)						PL High Income Fund (2)					PL Money Market Fund (3)
	Six-Month Period Ended 9/30/2012			Period Ended 3/31/2012			Six-Month Period Ended 9/30/2012			Period Ended 3/31/2012		Six-Month Period Ended 9/30/2012			Year Ended 3/31/2012
Class A
Shares sold		2,797,279			1,196,731			149,477					23,344,555			45,578,881
Dividends and distribution reinvested		38,332			4,943			648					—			—
Shares repurchased		(302,585	)		(2,608	)		(721	)				(26,424,289	)		(51,953,637	)
Net increase (decrease)		2,533,026			1,199,066			149,404					(3,079,734	)		(6,374,756	)
Beginning shares outstanding		1,199,066			—			—					32,078,570			38,453,326
Ending shares outstanding		3,732,092			1,199,066			149,404					28,998,836			32,078,570
Class B
Shares sold													456,930
Dividends and distribution reinvested													—
Shares repurchased													(125,274	)
Net increase													331,656
Beginning shares outstanding													—
Ending shares outstanding													331,656
Class C
Shares sold		1,525,104			338,818			103,316					1,198,174
Dividends and distribution reinvested		12,145			719			360					—
Shares repurchased		(20,968	)		(4,631	)		(478	)				(470,975	)
Net increase		1,516,281			334,906			103,198					727,199
Beginning shares outstanding		334,906			—			—					—
Ending shares outstanding		1,851,187			334,906			103,198					727,199
Class I
Shares sold		174,531			4,034,813			16,576			700,000
Dividends and distribution reinvested		86,147			119,051			24,471			11,256
Shares repurchased		(789,741	)		(2,039	)		—			—
Net increase (decrease)		(529,063	)		4,151,825			41,047			711,256
Beginning shares outstanding		4,151,825			—			711,256			—
Ending shares outstanding		3,622,762			4,151,825			752,303			711,256
Advisor Class
Shares sold		137,601						473
Dividends and distribution reinvested		289						6
Shares repurchased		(497	)					—
Net increase		137,393						479
Beginning shares outstanding		—						—
Ending shares outstanding		137,393						479

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

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

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

C-14

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, 2012 to September 30, 2012.

ACTUAL EXPENSES

The first section of the table for each fund entitled “Actual Fund Return”, provides information about actual account values and actual expenses based on each fund’s actual performance and each fund’s actual expenses, after any applicable fee waivers and expense reimbursements (See Note 6B in Notes to Financial Statements). The “Ending Account Value at 09/30/12” 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 04/01/12-09/30/12” 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, 2012 to September 30, 2012.

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 04/01/12-09/30/12.”

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

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

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

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

	Beginning Account Value at 04/01/12		Ending Account Value at 09/30/12		Annualized Expense Ratio		Expenses Paid During the Period 04/01/12- 09/30/12 (1)
PL Portfolio Optimization Conservative Fund (2)
Actual Fund Return
Class A		$1,000.00		$1,036.10		0.60%		$3.06
Class B		1,000.00		1,032.90		1.35%		6.88
Class C		1,000.00		1,032.90		1.35%		6.88
Class R		1,000.00		1,035.40		0.85%		4.34
Hypothetical
Class A		$1,000.00		$1,022.06		0.60%		$3.04
Class B		1,000.00		1,018.30		1.35%		6.83
Class C		1,000.00		1,018.30		1.35%		6.83
Class R		1,000.00		1,020.81		0.85%		4.31
PL Portfolio Optimization Moderate-Conservative Fund (2)
Actual Fund Return
Class A		$1,000.00		$1,026.80		0.60%		$3.05
Class B		1,000.00		1,023.60		1.35%		6.85
Class C		1,000.00		1,022.70		1.35%		6.85
Class R		1,000.00		1,025.20		0.85%		4.32
Hypothetical
Class A		$1,000.00		$1,022.06		0.60%		$3.04
Class B		1,000.00		1,018.30		1.35%		6.83
Class C		1,000.00		1,018.30		1.35%		6.83
Class R		1,000.00		1,020.81		0.85%		4.31
PL Portfolio Optimization Moderate Fund (2)
Actual Fund Return
Class A		$1,000.00		$1,019.60		0.60%		$3.04
Class B		1,000.00		1,015.60		1.35%		6.82
Class C		1,000.00		1,015.60		1.35%		6.82
Class R		1,000.00		1,018.00		0.85%		4.30
Hypothetical
Class A		$1,000.00		$1,022.06		0.60%		$3.04
Class B		1,000.00		1,018.30		1.35%		6.83
Class C		1,000.00		1,018.30		1.35%		6.83
Class R		1,000.00		1,020.81		0.85%		4.31
PL Portfolio Optimization Moderate-Aggressive Fund (2)
Actual Fund Return
Class A		$1,000.00		$1,008.10		0.60%		$3.02
Class B		1,000.00		1,004.10		1.35%		6.78
Class C		1,000.00		1,004.90		1.35%		6.79
Class R		1,000.00		1,006.50		0.85%		4.28
Hypothetical
Class A		$1,000.00		$1,022.06		0.60%		$3.04
Class B		1,000.00		1,018.30		1.35%		6.83
Class C		1,000.00		1,018.30		1.35%		6.83
Class R		1,000.00		1,020.81		0.85%		4.31

See explanation of references on page D-2

D-1

PACIFIC LIFE FUNDS

DISCLOSURE OF FUND EXPENSES (Continued)

(Unaudited)

	Beginning Account Value at 04/01/12		Ending Account Value at 09/30/12		Annualized Expense Ratio		Expenses Paid During the Period 04/01/12- 09/30/12 (1)
PL Portfolio Optimization Aggressive Fund (2)
Actual Fund Return
Class A		$1,000.00		$997.60		0.60%		$3.00
Class B		1,000.00		993.50		1.35%		6.75
Class C		1,000.00		993.50		1.35%		6.75
Class R		1,000.00		996.80		0.85%		4.25
Hypothetical
Class A		$1,000.00		$1,022.06		0.60%		$3.04
Class B		1,000.00		1,018.30		1.35%		6.83
Class C		1,000.00		1,018.30		1.35%		6.83
Class R		1,000.00		1,020.81		0.85%		4.31
PL Short Duration Income Fund
Actual Fund Return
Class A (3)		$1,000.00		$1,025.60		0.85%		$2.22
Class C (3)		1,000.00		1,023.80		1.60%		4.17
Class I		1,000.00		1,036.50		0.60%		3.06
Advisor Class (3)		1,000.00		1,025.30		0.85%		2.22
Hypothetical
Class A (3)		$1,000.00		$1,020.81		0.85%		$4.31
Class C (3)		1,000.00		1,017.05		1.60%		8.09
Class I		1,000.00		1,022.06		0.60%		3.04
Advisor Class (3)		1,000.00		1,020.81		0.85%		4.31
PL Income Fund
Actual Fund Return
Class A		$1,000.00		$1,054.40		0.90%		$4.64
Class C		1,000.00		1,050.70		1.65%		8.48
Class I		1,000.00		1,055.60		0.65%		3.35
Advisor Class (3)		1,000.00		1,031.90		0.90%		2.35
Hypothetical
Class A		$1,000.00		$1,020.56		0.90%		$4.56
Class C		1,000.00		1,016.80		1.65%		8.34
Class I		1,000.00		1,021.81		0.65%		3.29
Advisor Class (3)		1,000.00		1,020.56		0.90%		4.56
PL Strategic Income Fund
Actual Fund Return
Class A (3)		$1,000.00		$1,053.10		1.05%		$2.78
Class C (3)		1,000.00		1,050.90		1.80%		4.75
Class I		1,000.00		1,077.00		0.80%		4.17
Advisor Class (3)		1,000.00		1,052.80		1.05%		2.78
Hypothetical
Class A (3)		$1,000.00		$1,019.80		1.05%		$5.32
Class C (3)		1,000.00		1,016.04		1.80%		9.10
Class I		1,000.00		1,021.06		0.80%		4.05
Advisor Class (3)		1,000.00		1,019.80		1.05%		5.32
PL Floating Rate Income Fund
Actual Fund Return
Class A		$1,000.00		$1,043.80		1.05%		$5.38
Class C		1,000.00		1,040.50		1.80%		9.21
Class I		1,000.00		1,045.80		0.80%		4.10
Advisor Class (3)		1,000.00		1,030.90		1.05%		2.75
Hypothetical
Class A		$1,000.00		$1,019.80		1.05%		$5.32
Class C		1,000.00		1,016.04		1.80%		9.10
Class I		1,000.00		1,021.06		0.80%		4.05
Advisor Class (3)		1,000.00		1,019.80		1.05%		5.32

	Beginning Account Value at 04/01/12		Ending Account Value at 09/30/12		Annualized Expense Ratio		Expenses Paid During the Period 04/01/12- 09/30/12 (1)
PL High Income Fund
Actual Fund Return
Class A (3)		$1,000.00		$1,054.90		1.05%		$2.78
Class C (3)		1,000.00		1,053.20		1.80%		4.76
Class I		1,000.00		1,067.30		0.80%		4.15
Advisor Class (3)		1,000.00		1,055.20		1.05%		2.78
Hypothetical
Class A (3)		$1,000.00		$1,019.80		1.05%		$5.32
Class C (3)		1,000.00		1,016.04		1.80%		9.10
Class I		1,000.00		1,021.06		0.80%		4.05
Advisor Class (3)		1,000.00		1,019.80		1.05%		5.32
PL Money Market Fund
Actual Fund Return
Class A		$1,000.00		$1,000.00		0.12%		$0.60
Class B (3)		1,000.00		1,000.00		0.12%		0.31
Class C (3)		1,000.00		1,000.00		0.12%		0.31
Hypothetical
Class A		$1,000.00		$1,024.47		0.12%		$0.61
Class B (3)		1,000.00		1,024.47		0.12%		0.61
Class C (3)		1,000.00		1,024.47		0.12%		0.61

(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 365 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) This share class commenced operations on June 29, 2012. The actual return and expenses paid during the period by this share class was for the period June 29, 2012 to September 30, 2012, instead of the entire six-month period. The hypothetical return and expenses paid during the period are based on the entire six-month period for comparison purposes.

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

Availability of Proxy Voting Record

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

Information Relating to Investments Held by the Pacific Life Funds

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

Availability of Proxy Voting Policies

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

How to obtain Information

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

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

• On the SEC’s Website at www.sec.gov

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

D-3

PL Underlying Funds

Semi-Annual Report

As of September 30, 2012

TABLE OF CONTENTS

PACIFIC LIFE FUNDS

Schedules of Investments	A-1
Financial Statements:
Statements of Assets and Liabilities	B-1
Statements of Operations	B-4
Statements of Changes in Net Assets	B-7
Statement of Cash Flows	B-13
Financial Highlights	B-14
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-5

PACIFIC LIFE FUNDS

PL FLOATING RATE LOAN FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Shares		Value
COMMON STOCKS - 0.9%
Consumer Discretionary - 0.9%
Metro-Goldwyn-Mayer Studios Inc ‘A’ * ¯		27,061		$860,878
Total Common Stocks (Cost $671,651)				860,878
	Principal Amount
SENIOR LOAN NOTES - 94.1%
Consumer Discretionary - 34.3%
99 Cents Only Stores Tranche B-1 5.250% due 01/11/19 §		$993,756		1,006,178
Advantage Sales & Marketing Inc (1st Lien) 5.250% due 12/18/17 §		665,656		667,487
Affinion Group Inc Tranche B 5.000% due 07/16/15 §		1,075,713		991,000
Allison Transmission Inc Term B-3 4.250% due 08/23/19 §		498,750		501,088
AMC Entertainment Inc Term B-3 4.750% due 02/07/18 §		992,500		1,000,043
AMC Networks Inc Term B 4.000% due 12/31/18 §		992,469		993,295
Ascend Learning LLC (1st Lien) 5.753% due 05/23/17 §		500,000		501,250
Asurion LLC (1st Lien) 5.500% due 05/24/18 §		1,067,738		1,074,879
Brickman Group Holdings Inc Tranche B-1 5.500% due 10/14/16 §		250,000		252,500
Burger King Corp Term B due 10/19/16 µ		225,000		225,703
Caesars Entertainment Operating Co Inc Term B-6 5.467% due 01/28/18 §		600,000		546,857
Catalina Marketing Corp 2.966% due 10/01/14 §		924,569		921,102
Cequel Communications LLC 4.000% due 02/14/19 §		548,625		551,540
Charter Communications Operating LLC Term C 3.470% due 09/06/16 §		380,889		381,973
Term D 4.000% due 04/03/19 §		99,500		100,159
Chrysler Group LLC Term B 6.000% due 05/25/17 §		1,036,875		1,059,268
Clear Channel Communication Inc Tranche B 3.866% due 01/29/16 §		492,133		403,549
Cumulus Media Holdings Inc Term B (1st Lien) 5.750% due 09/16/18 §		495,849		499,302
Education Management LLC Tranche C-2 4.375% due 06/01/16 §		497,293		418,503
Tranche C-3 8.250% due 03/30/18 §		298,376		264,659
Endurance Business Media Inc 7.750% due 04/20/18 §		498,750		502,647
Federal-Mogul Corp Tranche B 2.166% due 12/27/14 §		641,943		627,729
Tranche C 2.159% due 12/28/15 §		327,522		320,270
FoxCo Acquisition Sub LLC (Initial) 5.500% due 07/14/17 §		150,000		151,500

	Principal Amount		Value
General Nutrition Centers Inc Tranche B 5.250% due 03/02/18 §		$1,124,489		$1,126,497
Genpact Ltd 4.250% due 08/30/19 §		175,000		175,766
Getty Images Inc (Initial) 5.250% due 11/07/16 §		451,610		452,657
Incremental Term B-1 3.966% due 11/05/15 §		46,957		47,049
Go Daddy Operating Co LLC Tranche B-1 5.500% due 12/17/18 §		470,994		469,668
Harbor Freight Tools USA Inc (Initial) 5.500% due 11/14/17 §		150,000		150,844
HHI Holdings LLC 7.750% due 03/21/17 §		992,451		992,451
Interactive Data Corp Term B 4.500% due 02/11/18 §		479,027		482,318
J Crew Group Inc 4.750% due 03/07/18 §		497,481		498,281
Jo-Ann Stores Inc 4.750% due 03/16/18 §		981,520		985,508
Landry’s Inc Term B 6.503% due 04/19/18 §		474,563		481,800
Language Line LLC Tranche B 6.250% due 06/20/16 §		611,269		607,958
Laureate Education Inc (Extended) 5.250% due 06/15/18 §		488,760		483,261
Michaels Stores Inc Term B-3 4.912% due 07/31/16 §		463,828		468,301
Mission Broadcasting Inc Term B 5.000% due 09/30/16 §		984,929		987,392
National Bedding Co LLC (Extended) 6.000% due 11/28/13 §		488,655		488,349
National Vision Inc 7.000% due 08/02/18 §		74,813		75,187
Ollie’s Bargain Outlet Term B due 09/28/19 µ		250,000		252,500
Orbitz Worldwide Inc 3.216% due 07/25/14 §		447,166		435,055
Petco Animal Supplies Inc 4.500% due 11/24/17 §		490,000		493,113
Pilot Travel Centers LLC Tranche B (First Amendment) 4.250% due 08/07/19 §		150,000		150,938
(Initial) 4.250% due 03/30/18 §		412,832		414,896
Pinnacle Entertainment Inc Series A (Incremental) 4.000% due 03/19/19 §		74,625		75,138
RGIS Services LLC Tranche C 5.500% due 10/18/17 §		199,500		199,251
Sabre Inc (Non-Extended Initial) 2.216% due 09/30/14 §		227,770		227,343
SeaWorld Parks & Entertainment Inc Term B 4.000% due 08/17/17 §		291,896		293,325
Serta International Term B due 09/21/19 µ		200,000		199,482
Six Flags Theme Parks Inc Tranche B 4.250% due 12/20/18 §		750,000		755,622
SymphonyIRI Group Inc 5.003% due 12/01/17 §		495,000		495,000
The Goodyear Tire & Rubber Co (2nd Lien) 4.750% due 04/30/19 §		925,000		934,636
The Neiman Marcus Group Inc 4.750% due 05/16/18 §		825,000		830,953
Travelport LLC (Extended Delayed Draw) 4.961% due 08/23/15 §		494,329		472,290

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-1

PACIFIC LIFE FUNDS

PL FLOATING RATE LOAN FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
TWCC Holding Corp 4.250% due 02/11/17 §		$734,303		$739,963
Univision Communications Inc (Extended 1st Lien) 4.496% due 03/31/17 §		879,400		872,682
Visant Corp Tranche B 5.250% due 12/22/16 §		511,391		495,227
VWR Funding Inc (Non-Extended) 2.716% due 06/30/14 §		358,252		358,700
(Extended) 4.466% due 04/03/17 §		358,252		360,267
Weight Watchers International Inc Term F 4.000% due 03/15/19 §		174,563		174,781
Wendy’s International Inc 4.750% due 05/15/19 §		1,000,000		1,010,156
Zuffa LLC (Initial) 2.250% due 06/19/15 §		979,328		962,190
				34,139,276
Consumer Staples - 6.5%
Blue Buffalo Company Ltd (Initial) 6.500% due 08/08/19 §		125,000		125,234
Term B due 08/08/19 µ		375,000		375,703
Clearwater Seafoods Ltd Partnership Term B 6.750% due 06/06/18 §		500,000		501,250
Del Monte Foods Co (Initial) 4.500% due 03/08/18 §		475,757		475,956
Dole Food Co Inc Tranche B-2 5.036% due 07/08/18 §		354,872		356,573
Tranche C-2 5.021% due 07/08/18 §		635,035		638,078
JBS USA LLC (Initial) 4.250% due 05/25/18 §		987,500		985,031
KIK Custom Products Inc (2nd Lien) 5.228% due 12/01/14 §		500,000		385,500
Pierre Foods Inc (1st Lien) 7.001% due 09/30/16 §		492,481		495,303
Reynolds Group Holdings Inc due 02/09/18 µ		1,000,000		1,005,000
Rite Aid Corp Tranche 2 1.974% due 06/04/14 §		941,786		935,546
Tranche 5 4.500% due 03/03/18 §		193,402		193,160
				6,472,334
Energy - 3.6%
Arch Coal Inc 5.750% due 05/16/18 §		324,188		327,226
Buffalo Gulf Coast Terminals LLC 7.500% due 10/31/17 §		497,487		507,437
Citgo Petroleum Corp Term B 8.000% due 06/24/15 §		158,036		160,406
Crestwood Holdings LLC 9.750% due 03/26/18 §		146,138		148,512
Energy Transfer Equity LP 3.750% due 03/24/17 §		325,000		325,293
Frac Tech Services Term B 8.500% due 04/29/16 §		273,474		263,988
Obsidian Natural Gas Trust 7.000% due 11/02/15 §		890,777		895,230
Patriot Coal Corp 9.250% due 10/02/13 §		100,000		100,875

	Principal Amount		Value
Samson Investment Co (Initial 2nd Lien) 5.905% due 09/25/18 §		$100,000		$100,771
Sheridan Production Partners I LLC due 09/30/19 µ		300,000		297,000
Tervita Corp Term A 6.500% due 11/14/14 §		496,250		497,904
				3,624,642
Financials - 3.7%
American Capital Ltd 5.500% due 08/22/16 §		150,000		151,500
Amwins Group LLC (1st Lien) 5.750% due 06/06/19 §		149,625		150,186
Citco III Ltd 5.500% due 06/29/18 §		493,750		497,453
CNO Financial Group Term B2 due 09/20/18 µ		125,000		123,750
First Data Corp 4.217% due 03/26/18 §		223,620		214,155
Term B due 09/24/18 µ		150,000		147,625
Term B-1 (Non-Extended) 2.967% due 09/24/14 §		12,034		11,994
HUB International Ltd (Initial Extended) 4.716% due 06/13/17 §		953,683		963,220
LPL Holdings Inc Tranche A (Initial) 2.716% due 03/29/17 §		97,500		96,281
Tranche B (Initial) 4.000% due 03/29/19 §		298,500		299,806
Nuveen Investments Inc (1st Lien) (Extended) 5.900% due 05/13/17 §		883,260		883,115
Shield Finance Co SARL Term B 6.500% due 05/10/19 §		149,625		150,560
				3,689,645
Health Care - 15.0%
Alere Inc Term B 4.753% due 06/30/17 §		794,000		798,590
Alliance Imaging Inc (Initial) 7.250% due 06/01/16 §		456,742		445,323
Aptalis Pharma Inc Term B-1 5.500% due 02/10/17 §		492,378		492,378
Aveta Inc Term MMM 8.500% due 04/04/17 §		240,625		243,633
Term NAMM 8.500% due 04/04/17 §		240,625		243,633
Biomet Inc Term B 3.305% due 03/25/15 §		976,986		978,589
CHS / Community Health Systems Inc (Extended) 3.546% due 01/25/17 §		638,054		641,821
DaVita Inc Term B2 due 08/15/19 µ		375,000		376,406
DJO Finance LLC Tranche B-2 (Extended) 5.216% due 11/01/16 §		270,822		271,245
Tranche B-3 6.250% due 09/15/17 §		174,125		174,996
Drumm Investors LLC 5.000% due 05/04/18 §		497,420		481,254
Emergency Medical Services Corp (Initial) 5.250% due 05/25/18 §		480,352		483,454
Grifols Inc Tranche B 4.500% due 06/01/17 §		764,136		771,968

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-2

PACIFIC LIFE FUNDS

PL FLOATING RATE LOAN FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
HCA Inc Tranche B-3 3.466% due 05/01/18 §		$581,925		$583,743
Health Management Associates Inc Term B 4.500% due 11/16/18 §		1,166,188		1,176,554
Hologic Inc Tranche B 4.500% due 08/01/19 §		225,000		227,925
IMS Health Inc Tranche B 4.500% due 08/26/17 §		487,509		490,251
InVentiv Health Inc (Consolidated) 6.500% due 08/04/16 §		488,812		474,148
Kindred Healthcare Inc 5.250% due 06/01/18 §		471,301		465,551
MultiPlan Inc Term B 4.750% due 08/26/17 §		595,926		598,781
One Call Medical Inc (Initial) 7.000% due 08/19/19 §		100,000		100,000
Par Pharmaceutical Cos Inc Term B due 09/28/19 µ		125,000		124,922
Pharmaceutical Product Development Inc Term B 6.250% due 11/23/18 §		992,500		1,002,839
Quintiles Transnational Holdings Inc Term B 5.000% due 06/08/18 §		420,750		423,800
RPI Finance Trust 4.000% due 05/09/18 §		419,013		420,585
Select Medical Corp Term A 2.931% due 02/17/16 §		236,927		236,483
The TriZetto Group Inc 4.750% due 05/02/18 §		496,231		494,836
Valeant Pharmaceuticals International Inc Series C Tranche B due 02/13/19 µ		225,000		223,875
Series A Tranche B 4.753% due 02/13/19 §		125,000		126,016
Series B Tranche B 4.753% due 02/13/19 §		375,000		377,297
Warner Chilcott Co LLC Term B-1 4.250% due 03/15/18 §		529,386		530,841
Term B-2 4.250% due 03/15/18 §		191,840		192,367
WC Luxco SARL Term B-3 4.250% due 03/15/18 §		263,780		264,505
				14,938,609
Industrials - 8.7%
Advanced Disposal Services Term B due 09/30/19 µ		225,000		226,875
Alpha Topco Ltd Facility B 5.750% due 04/28/17 §		273,625		276,675
BakerCorp International Inc 5.000% due 06/01/18 §		500,000		502,250
Bombardier Recreational Products Inc Term B-2 4.470% due 06/28/16 §		492,621		496,316
Colfax Corp Term B (Facility) 4.500% due 01/11/19 §		645,125		650,165
Delos Aircraft Inc 4.750% due 04/12/16 §		100,000		101,125
Flying Fortress Inc 5.000% due 06/30/17 §		425,000		430,844
Goodman Global Inc (1st Lien Initial) 5.750% due 10/28/16 §		139,625		140,248
Grede LLC Term B 7.015% due 04/03/17 §		500,000		500,938
Husky Injection Molding Systems Ltd 6.426% due 07/02/18 §		465,532		470,042
John Maneely Co 4.750% due 04/01/17 §		992,455		999,278
KAR Auction Services Inc 5.000% due 05/19/17 §		320,938		323,010

	Principal Amount		Value
Metaldyne LLC Term B 5.250% due 05/18/17 §		$469,360		$476,987
Monitronics International Inc 5.500% due 03/23/18 §		124,375		126,007
Pelican Products Inc (1st Lien) 7.000% due 07/11/18 §		249,375		249,375
Rexnord LLC Term B 5.000% due 04/01/18 §		1,017,313		1,023,353
Sensata Technologies Finance Co LLC 4.000% due 05/12/18 §		345,625		347,977
Swift Transportation Co LLC Tranche B-1 3.977% due 12/21/16 §		423,214		425,330
Tranche B-2 5.000% due 12/21/17 §		252,308		253,991
Tank Holding Corp (Initial) 6.750% due 07/06/19 §		147,718		148,088
U.S. Security Associates Holdings Inc Term B 6.000% due 07/28/17 §		496,242		500,584
				8,669,458
Information Technology - 8.3%
Aeroflex Inc Tranche B 5.750% due 05/09/18 §		445,760		445,482
Aspect Software Inc Tranche B 6.250% due 05/07/16 §		500,000		493,750
Booz Allen Hamilton Inc Tranche B (Initial) 4.500% due 07/31/19 §		100,000		100,698
Dealer Computer Services Inc Tranche B 3.750% due 04/21/18 §		168,839		169,754
DG Fastchannel Inc (Initial) 5.750% due 07/26/18 §		470,593		458,828
Eagle Parent Inc Term B 5.000% due 05/16/18 §		470,055		473,698
Expert Global Solutions Inc Term B (Advanced 1st Lien) 8.000% due 04/03/18 §		274,313		276,827
Freescale Semiconductor Inc Tranche B-1 4.481% due 12/01/16 §		983,911		963,741
Infor Inc Tranche B 6.250% due 04/05/18 §		698,250		706,127
Kronos Inc Tranche B-1 (2nd Lien) 10.461% due 04/12/12 §		500,000		510,625
Novell Inc (1st Lien) 7.250% due 11/22/17 §		441,563		445,702
NXP BV Term B (Incremental) 5.250% due 03/19/19 §		174,125		176,447
Tranche A-2 5.500% due 03/03/17 §		74,250		75,704
Rocket Software Inc Term B 7.000% due 02/19/18 §		496,250		497,491
Rovi Solutions Corp Tranche B-2 4.000% due 03/29/19 §		99,500		96,266
Skillsoft Corp Term B due 05/26/17 µ		488,762		488,762
Sophia LP (Initial) 6.250% due 07/19/18 §		147,157		149,254
SSI Investments II Ltd 6.500% due 05/26/17 §		488,762		491,741
SunGard Data Systems Inc Tranche B 3.906% due 02/28/16 §		512,043		513,963
Tranche C 3.978% due 02/18/17 §		174,571		175,389
Vantiv Tranche B 3.750% due 03/27/19 §		49,750		49,968
Web.com Group Inc (1st Lien) 7.000% due 10/27/17 §		474,583		478,884
				8,239,101

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-3

PACIFIC LIFE FUNDS

PL FLOATING RATE LOAN FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
Materials - 6.9%
Arizona Chemicals 7.250% due 12/22/17 §		$118,091		$120,699
BWAY Holding Co Term B 4.250% due 02/23/18 §		418,740		420,659
Term C 4.250% due 02/23/18 §		42,201		42,395
Essar Steel Algoma Inc due 09/20/14 µ 8.750% due 09/20/14 §		375,000 125,000		378,750 126,250
Fairmount Minerals Ltd Tranche B 5.250% due 03/15/17 §		394,403		394,107
Hexion Specialty Chemicals Inc Tranche C-1B 4.000% due 05/05/15 §		678,837		675,159
Tranche C-2B 4.125% due 05/05/15 §		289,953		288,383
Ineos US Finance LLC 6.500% due 05/04/18 §		970,125		981,385
Momentive Performance Material GmbH Tranche B-3 3.750% due 05/05/15 §		49,750		48,257
Noranda Aluminum Term B 5.750% due 02/28/19 §		124,375		125,969
Novelis Inc (Canada) 4.000% due 03/10/17 §		982,500		985,669
Trinseo Materials Operating SCA 8.000% due 08/02/17 §		442,500		425,393
Tronox Pigments BV (Netherlands) (Delayed Draw) 4.250% due 02/08/18 §		21,375		21,589
Term B 4.250% due 02/08/18 §		78,375		79,159
Univar Inc Term B 5.000% due 06/30/17 §		835,125		833,233
Walter Energy Inc Term B 4.000% due 04/02/18 §		920,979		918,868
				6,865,924
Telecommunication Services - 3.8%
Atlantic Broadband Finance (1st Lien) 5.250% due 04/04/19 §		174,563		175,685
Greeneden U.S. Holdings II LLC 6.750% due 01/31/19 §		49,750		50,330
Intelsat Jackson Holdings SA Tranche B 5.250% due 04/02/18 §		928,150		932,733
MetroPCS Wireless Inc Tranche B-3 4.000% due 03/18/18 §		615,186		616,944
SBA Communications Corp 3.750% due 06/30/18 §		74,063		74,225
Syniverse Holdings Inc (Initial) 5.000% due 04/23/19 §		249,375		250,310
Telesat Canada Term B 4.250% due 03/28/19 §		523,688		525,651
UPC Financing Partnership (Facility X) 3.731% due 12/31/17 §		1,000,000		997,188
West Corp Term B-6 5.750% due 06/30/18 §		124,688		126,012
				3,749,078
Utilities - 3.3%
Calpine Corp 4.500% due 04/01/18 §		1,133,000		1,137,760
Dynergy Power LLC 9.250% due 08/05/16 §		496,241		515,470
LSP Madison Funding LLC due 06/28/19 µ 5.500% due 06/28/19 §		350,000 149,625		353,500 151,121

	Principal Amount		Value
NRG Energy Inc Term B 4.000% due 07/01/18 §		$518,438		$521,872
Texas Competitive Electric Holdings Co LLC (Extended) 4.757% due 10/10/17 §		500,000		345,703
The AES Corp (Initial) 4.250% due 06/01/18 §		295,500		297,505
				3,322,931
Total Senior Loan Notes (Cost $92,813,063)				93,710,998
	Shares
SHORT-TERM INVESTMENT - 5.6%
Money Market Fund - 5.6%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		5,597,487		5,597,487
Total Short-Term Investment (Cost $5,597,487)				5,597,487
TOTAL INVESTMENTS - 100.6% (Cost $99,082,201)				100,169,363
OTHER ASSETS & LIABILITIES, NET - (0.6%)				(601,927	)
NET ASSETS - 100.0%				$99,567,436

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Consumer Discretionary	35.2%
Health Care	15.0%
Industrials	8.7%
Information Technology	8.3%
Materials	6.9%
Consumer Staples	6.5%
Short-Term Investment	5.6%
Telecommunication Services	3.8%
Financials	3.7%
Energy	3.6%
Utilities	3.3%
	100.6%
Other Assets & Liabilities, Net	(0.6%	)
	100.0%

(b) As of September 30, 2012, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

BBB	4.3%
BB	50.1%
B	42.1%
CCC	1.9%
Not Rated	1.6%
	100.0%

(c) Restricted securities as of September 30, 2012 were as follows:

Issuer and Acquisition Date	Cost		Value		Value as a % of Net Assets
Metro-Goldwyn-Mayer Studios Inc ‘A’ Acq. 12/30/10		$671,651		$860,878		0.9%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-4

PACIFIC LIFE FUNDS

PL FLOATING RATE LOAN FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

(d) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks (1)		$860,878		$—		$860,878		$—
	Senior Loan Notes		93,710,998		—		93,710,998		—
	Short-Term Investment		5,597,487		5,597,487		—		—
	Total		$100,169,363		$5,597,487		$94,571,876		$—

(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-69

A-5

PACIFIC LIFE FUNDS

PL INFLATION MANAGED FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Principal Amount		Value
CORPORATE BONDS & NOTES - 3.6%
Energy - 0.1%
Petroleos Mexicanos (Mexico) 5.500% due 01/21/21		$100,000		$117,750
Financials - 2.9%
Ally Financial Inc 3.638% due 02/11/14 §		700,000		707,826
American International Group Inc 8.175% due 05/15/68 §		200,000		245,750
Credit Agricole Home Loan SFH (France) 1.203% due 07/21/14 § ~ r		400,000		396,265
The Goldman Sachs Group Inc 0.675% due 02/04/13 §		EUR 1,500,000		1,926,586
Volkswagen International Finance NV (Netherlands) 0.911% due 10/01/12 § ~		$1,900,000		1,900,000
				5,176,427
Health Care - 0.4%
HCA Inc 7.250% due 09/15/20		600,000		675,000
Industrials - 0.2%
International Lease Finance Corp
6.500% due 09/01/14 ~		100,000		108,000
6.750% due 09/01/16 ~		100,000		112,875
7.125% due 09/01/18 ~		200,000		234,000
				454,875
Total Corporate Bonds & Notes (Cost $6,321,916)				6,424,052
MORTGAGE-BACKED SECURITIES - 3.2%
Collateralized Mortgage Obligations - Commercial - 0.9%
Banc of America Large Loan Inc 1.971% due 11/15/15 " § ~		925,670		926,867
European Loan Conduit (Ireland) 0.495% due 05/15/19 " § ~		EUR 404,854		478,637
JPMorgan Chase Commercial Mortgage Securities Corp 5.336% due 05/15/47 "		$110,000		126,322
Morgan Stanley Capital I Trust 5.880% due 06/11/49 " §		100,000		118,235
UBS Commercial Mortgage Trust 1.139% due 07/15/24 " § ~		45,652		44,000
				1,694,061
Collateralized Mortgage Obligations - Residential - 2.3%
Bear Stearns Adjustable Rate Mortgage Trust
2.240% due 08/25/35 " §		23,575		24,005
2.250% due 08/25/35 " §		44,103		43,277
2.570% due 03/25/35 " §		82,240		83,256
3.078% due 03/25/35 " §		24,148		24,351
Citigroup Mortgage Loan Trust Inc
2.230% due 09/25/35 " §		39,376		39,135
2.340% due 09/25/35 " §		33,521		32,546
Countrywide Home Loan Mortgage Pass-Through Trust 0.557% due 06/25/35 " § ~		27,719		23,716
4.262% due 01/19/34 " §		100,911		102,633
Fannie Mae
0.567% due 07/25/37 " §		509,157		511,884
0.597% due 07/25/37 " §		422,176		424,729

	Principal Amount		Value
0.657% due 05/25/36 " §		$373,069		$375,742
0.662% due 02/25/37 " §		105,616		106,240
0.897% due 02/25/41 " §		600,109		604,768
GSR Mortgage Loan Trust 2.659% due 09/25/35 " §		66,529		67,146
JP Morgan Mortgage Trust 5.136% due 06/25/35 " §		252,213		257,231
MLCC Mortgage Investors Inc 2.515% due 12/25/34 " §		190,331		196,723
New York Mortgage Trust Inc 2.962% due 05/25/36 " §		617,899		515,276
Residential Accredit Loans Inc 0.397% due 06/25/46 " §		146,705		64,583
Structured Asset Mortgage Investments Inc 0.427% due 05/25/46 " §		134,733		78,320
Wells Fargo Mortgage Backed Securities Trust 2.664% due 10/25/35 " §		459,753		455,865
				4,031,426
Total Mortgage-Backed Securities (Cost $5,464,244)				5,725,487
ASSET-BACKED SECURITIES - 3.5%
AMMC V Ltd CLO (Cayman) 0.614% due 08/08/17 " § ~		155,964		152,710
ARES VIR Ltd CLO (Cayman) 0.632% due 03/12/18 " § ~		400,515		393,693
Asset Backed Funding Certificates 0.697% due 06/25/35 " §		342,453		339,636
Freddie Mac Structured Pass-Through Securities 0.497% due 09/25/31 " §		2,326		2,152
Harvest SA CLO (Luxembourg) 0.936% due 03/29/17 " § ~		EUR 111,212		140,728
Hillmark Funding CDO (Cayman) 0.685% due 05/21/21 " § ~		$1,100,000		1,064,271
Katonah VI Ltd CLO (Cayman) 0.699% due 09/20/16 " § ~		166,792		165,804
Park Place Securities Inc 0.897% due 12/25/34 " §		239,986		238,921
Plymouth Rock Ltd Inc CLO (Cayman) 1.937% due 02/16/19 " § ~		343,201		343,448
SLM Student Loan Trust
0.512% due 12/15/23 " §		EUR 1,755,638		2,177,345
0.522% due 09/15/21 " § ~		706,038		894,426
Wood Street BV CLO (Netherlands) 0.696% due 03/29/21 " § ~		188,869		235,190
Total Asset-Backed Securities (Cost $6,330,763)				6,148,324
U.S. TREASURY OBLIGATIONS - 92.2%
U.S. Treasury Inflation Protected Securities - 92.2%
0.125% due 04/15/17 ^		$6,556,810		7,067,015
0.125% due 01/15/22 ^ ‡		23,742,625		25,922,678
0.125% due 07/15/22 ^ ‡		18,235,746		19,946,077
0.500% due 04/15/15 ^		4,334,684		4,557,175
0.625% due 07/15/21 ^ ‡		14,485,980		16,588,707
0.750% due 02/15/42 ^		709,779		773,659
1.250% due 04/15/14 ^		2,706,525		2,815,633
1.625% due 01/15/15 ^		10,319,226		11,065,760
1.750% due 01/15/28 ^		9,733,485		12,631,474
1.875% due 07/15/13 ^		9,106,531		9,380,437
1.875% due 07/15/15 ^		706,752		777,814
2.000% due 01/15/14 ^		557,991		583,057
2.000% due 07/15/14 ^		5,591,254		5,966,919
2.000% due 01/15/16 ^		5,656,413		6,344,024

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-6

PACIFIC LIFE FUNDS

PL INFLATION MANAGED FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
2.375% due 01/15/25 ^		$1,458,588		$1,983,225
2.500% due 01/15/29 ^		6,723,045		9,635,488
2.625% due 07/15/17 ^		2,321,487		2,808,092
3.375% due 04/15/32 ^		193,620		322,105
3.625% due 04/15/28 ^		382,474		607,954
3.875% due 04/15/29 ^		14,146,157		23,546,716
				163,324,009
Total U.S. Treasury Obligations (Cost $154,916,080)				163,324,009
FOREIGN GOVERNMENT BONDS & NOTES - 7.7%
Australian Government Index-Linked Bond (Australia) 4.000% due 08/20/20 ^		AUD 700,000		1,420,999
Canada Housing Trust No. 1 (Canada) 2.450% due 12/15/15 ~		CAD 1,200,000		1,261,519
Canadian Government Bond (Canada) 1.500% due 12/01/44		105,107		141,500
Canadian Government Index-Linked Bond (Canada) 3.000% due 12/01/36 ^		353,922		590,558
4.250% due 12/01/21 ^		1,462,540		2,121,345
Instituto De Credito Oficial (Spain) 1.978% due 03/25/14 § ~		EUR 1,600,000		2,000,976
Italy Buoni Poliennali Del Tesoro (Italy) 2.100% due 09/15/16 ^		785,257		999,176
2.100% due 09/15/17 ^		625,169		773,969
2.350% due 09/15/19 ^		108,266		132,309
New South Wales Treasury Index-Linked Corp (Australia) 2.500% due 11/20/35 ^		AUD 200,000		260,877
2.750% due 11/20/25 ^		1,800,000		2,468,261
United Kingdom Gilt Inflation-Linked (United Kingdom) 1.250% due 11/22/17 ^		GBP 374,898		697,261
1.875% due 11/22/22 ^		117,715		242,161
2.500% due 07/26/16 ^ ~		100,000		554,221
Total Foreign Government Bonds & Notes (Cost $13,304,048)				13,665,132
MUNICIPAL BONDS - 0.1%
Tobacco Settlement Finance Authority of WV ‘A’ 7.467% due 06/01/47		$95,000		72,745
Tobacco Settlement Financing Corp of RI ‘A’ 6.000% due 06/01/23		50,000		50,084
Total Municipal Bonds (Cost $135,313)				122,829
PURCHASED OPTIONS - 0.1%
(See Note (j) in Notes to Schedule of Investments) (Cost $213,195)				151,313
SHORT-TERM INVESTMENTS - 0.9%
U.S. Treasury Bills - 0.6%
0.190% due 08/22/13		1,000,000		998,625

	Shares		Value
Money Market Fund - 0.3%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		569,554		$569,554
Total Short-Term Investments (Cost $1,568,087)				1,568,179
TOTAL INVESTMENTS - 111.3% (Cost $188,253,646)				197,129,325
OTHER ASSETS & LIABILITIES, NET - (11.3%)				(20,051,653	)
NET ASSETS - 100.0%				$177,077,672

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

U.S. Treasury Obligations	92.2%
Foreign Government Bonds & Notes	7.7%
Corporate Bonds & Notes	3.6%
Asset-Backed Securities	3.5%
Mortgage-Backed Securities	3.2%
Short-Term Investments	0.9%
Purchased Options	0.1%
Municipal Bonds	0.1%
	111.3%
Other Assets & Liabilities, Net	(11.3%	)
	100.0%

(b) As of September 30, 2012, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

AAA	4.3%
A-1 (Short-Term debt only)	0.5%
AA / U.S. Government & Agency Issues	84.9%
A	1.5%
BBB	0.7%
BB	0.5%
B	0.7%
Not Rated	6.9%
	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) As of September 30, 2012, 0.4% of the fund’s net assets were reported illiquid by the portfolio manager under the Trust’s policy.

(e) The average amount of borrowings by the fund on sale-buyback financing transactions (See Note 4 in Notes to Financial Statements) outstanding during the six-month period ended September 30, 2012 was $24,919,858 at a weighted average interest rate of (0.202%).

(f) Open futures contracts outstanding as of September 30, 2012 were as follows:

Long Futures Outstanding	Number of Contracts		Notional Amount		Unrealized Appreciation
Eurodollar (03/16)		34		$34,000,000		$9,436
U.S. Treasury 10-Year Notes (12/12)		5		500,000		3,783
Total Futures Contracts						$13,219

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-7

PACIFIC LIFE FUNDS

PL INFLATION MANAGED FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

(g) Reverse repurchase agreements outstanding as of September 30, 2012 were as follows:

Counterparty	Interest Rate		Settlement Date		Maturity Date		Repurchase Amount		Principal Amount
DUB		0.210%		09/20/12		10/04/12		$1,309,607		$1,309,500
DUB		0.210%		09/21/12		10/12/12		12,666,801		12,665,250
										$13,974,750

(h) The average amount of borrowings by the fund on reverse repurchase agreements while outstanding during the six-month period ended September 30, 2012 was $6,987,375 at a weighted average interest rate 0.210%.

(i) Forward foreign currency contracts outstanding as of September 30, 2012 were as follows:

Currency Purchased		Currency Sold			Expiration		Counterparty	Unrealized Appreciation (Depreciation)
AUD	281,000		USD	291,113		10/12	BRC		($120	)
AUD	80,000		USD	82,879		10/12	DUB		748
AUD	147,000		USD	152,291		10/12	JPM		3,058
AUD	128,000		USD	132,607		10/12	RBC		(1,471	)
BRL	861,729		USD	424,823		10/12	UBS		4,672
BRL	92,165		USD	45,078		12/12	HSB		78
BRL	882,016		USD	431,395		12/12	MSC		1,395
BRL	317,555		USD	115,317		12/12	UBS		317
CNY	2,318,616		USD	365,042		02/13	BRC		(2,701	)
EUR	108,460		USD	139,381		10/12	HSB		(615	)
EUR	226,000		USD	290,679		12/12	BRC		1,378
EUR	92,000		USD	118,330		12/12	CIT		(1,365	)
EUR	71,000		USD	91,320		12/12	JPM		(701	)
EUR	92,000		USD	118,329		12/12	RBC		(1,937	)
EUR	315,000		USD	405,150		12/12	RBS		(3,399	)
EUR	1,012,000		USD	1,301,625		12/12	WBC		(10,311	)
GBP	256,000		USD	413,300		12/12	HSB		5,342
MXN	149,407		USD	11,530		12/12	HSB		496
PHP	35,610		USD	853		10/12	CIT		39
SGD	209		USD	170		10/12	RBS		4
USD	4,709,612		AUD	4,546,000		10/12	RBC		(21,913	)
USD	214,688		BRL	435,482		10/12	BRC		(3,494	)
USD	117,517		BRL	238,377		10/12	MSC		(2,097	)
USD	92,619		BRL	187,870		10/12	UBS		(308	)
USD	421,473		BRL	861,729		12/12	UBS		(5,138	)
USD	2,184,771		CAD	2,152,000		12/12	CIT		37,049
USD	1,968,528		CAD	1,939,000		12/12	DUB		16,995
USD	355,956		CNY	2,260,910		02/13	JPM		(1,109	)
USD	129,794		EUR	101,000		10/12	RBS		98
USD	10,281		EUR	8,000		10/12	WBC		9
USD	968,501		EUR	753,000		12/12	BRC		8,107
USD	268,814		EUR	209,000		12/12	CIT		5,977
USD	138,909		EUR	108,000		12/12	DUB		409
USD	10,634,220		EUR	8,268,000		12/12	HSB		(210,918	)
USD	132,478		EUR	103,000		12/12	JPM		664
USD	1,263,922		GBP	781,000		12/12	BRC		7,043
USD	240,747		GBP	151,000		12/12	RBC		1,342
USD	434,288		GBP	269,000		12/12	RBS		(4,208	)
Total Forward Foreign Currency Contracts									($176,585	)

(j) Purchased options outstanding as of September 30, 2012 were as follows:

Interest Rate Swaptions

Description	Pay/Receive Floating Rate Based on 3-Month USD-LIBOR	Exercise Rate	Expiration Date	Counter- party	Notional Amount	Cost		Value
Put - OTC 30-Year Interest Rate Swap r	Receive	3.875%	04/14/14	DUB	$1,700,000		$86,445		$37,270

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-8

PACIFIC LIFE FUNDS

PL INFLATION MANAGED FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

Straddle Options

Description	Exercise Price (1)	Expiration Date	Counter- party	Notional Amount	Cost		Value
Call & Put - OTC 3-Month vs. 30-Year Forward Volatility Agreement r	$—	12/10/12	DUB	$1,500,000		$126,750		$114,043
(1)  Exercise price and final cost determined on a future date, based upon implied volatility parameters.
Total Purchased Options						$213,195		$151,313

(k) Transactions in written options for the six-month period ended September 30, 2012 were as follows:

	Number of Contracts			Notional Amount in EUR		Notional Amount in $			Premium
Outstanding, March 31, 2012		—			—		45,400,000			$419,828
Call Options Written		9			—		5,600,000			18,560
Put Options Written		9			600,000		12,600,000			105,104
Call Options Closed		(9	)		—		(4,400,000	)		(43,125	)
Put Options Closed		(9	)		—		(1,200,000	)		(14,525	)
Put Options Expired		—			—		(5,100,000	)		(64,120	)
Outstanding, September 30, 2012		—			600,000		52,900,000			$421,722

(l) Premiums received and value of written options outstanding as of September 30, 2012 were as follows:

Inflation Floor/Cap Options

Description	Strike Index		Exercise Index	Expiration Date		Counter- party	Notional Amount		Premium		Value
Floor - OTC U.S. CPI Urban Consumers NSA		216.69	Maximum of [(1+0.00%)10 - Inflation Adjustment] or $0		04/07/20	CIT		$2,000,000		$17,720		($2,931	)
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		(455	)
Floor - OTC U.S. CPI Urban Consumers NSA		218.01	Maximum of [(1+0.00%)10 - Inflation Adjustment] or $0		10/13/20	DUB		700,000		6,860		(1,595	)
										$28,450		($4,981	)

Interest Rate Swaptions

Description	Pay/Receive Floating Rate Based on 3-Month USD-LIBOR	Exercise Rate		Expiration Date		Counter- party	Notional Amount		Premium		Value
Call - OTC 1-Year Interest Rate Swap	Receive		0.795%		10/11/12	JPM		$1,200,000		$—		($5,500	)
Call - OTC 2-Year Interest Rate Swap	Receive		1.056%		10/11/12	MSC		2,600,000		—		(35,560	)
Call - OTC 2-Year Interest Rate Swap	Receive		0.915%		11/14/12	MSC		2,900,000		—		(31,240	)
Call - OTC 5-Year Interest Rate Swap	Receive		0.750%		03/18/13	DUB		4,000,000		9,550		(9,139	)
Call - OTC 5-Year Interest Rate Swap	Receive		0.750%		03/18/13	JPM		1,600,000		3,680		(3,656	)
Call - OTC 5-Year Interest Rate Swap	Receive		1.700%		03/18/13	CIT		2,200,000		25,960		(85,388	)
Call - OTC 5-Year Interest Rate Swap	Receive		1.700%		03/18/13	DUB		6,500,000		76,925		(252,283	)
										116,115		(422,766	)
Put - OTC 1-Year Interest Rate Swap	Pay		0.795%		10/11/12	JPM		1,200,000		—		—
Put - OTC 2-Year Interest Rate Swap	Pay		1.056%		10/11/12	MSC		2,600,000		—		—
Put - OTC 2-Year Interest Rate Swap	Pay		0.915%		11/14/12	MSC		2,900,000		—		(22	)
Put - OTC 5-Year Interest Rate Swap	Pay		1.400%		03/18/13	DUB		4,000,000		9,550		(5,399	)
Put - OTC 5-Year Interest Rate Swap	Pay		1.400%		03/18/13	JPM		1,600,000		4,160		(2,159	)
Put - OTC 5-Year Interest Rate Swap	Pay		1.700%		03/18/13	CIT		2,200,000		41,360		(1,208	)
Put - OTC 5-Year Interest Rate Swap	Pay		1.700%		03/18/13	DUB		6,500,000		126,500		(3,570	)
Put - OTC 5-Year Interest Rate Swap	Pay		2.000%		03/18/13	DUB		900,000		8,398		(202	)
Put - OTC 5-Year Interest Rate Swap	Pay		2.850%		04/14/14	DUB		7,000,000		84,000		(16,421	)
	Based on 3-Month EUR-LIBOR
Put - OTC 10-Year Interest Rate Swap	Pay		2.150%		01/07/13	DUB		EUR 600,000		3,189		(2,802	)
										277,157		(31,783	)
										$393,272		($454,549	)
Total Written Options										$421,722		($459,530	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-9

PACIFIC LIFE FUNDS

PL INFLATION MANAGED FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

(m) Swap agreements outstanding as of September 30, 2012 were as follows:

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

Referenced Obligation	Fixed Deal Pay Rate		Expiration Date		Counter- party	Implied Credit Spread at 09/30/12 (3)		Notional Amount (4)		Value			Upfront Premiums Paid (Received)			Unrealized Depreciation
Starwood Hotels & Resorts Worldwide Inc		1.000%		03/20/13	DUB		0.194%		$300,000		($1,251	)		$5,065			($6,316	)
Societe Generale SA		1.000%		06/20/14	BRC		1.393%		1,200,000		7,708			46,690			(38,982	)
											$6,457			$51,755			($45,298	)
Credit Default Swaps on Corporate and Sovereign Issues - Sell Protection (2)
Referenced Obligation	Fixed Deal Receive Rate		Expiration Date		Counter- party	Implied Credit Spread at 09/30/12 (3)		Notional Amount (4)		Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
Brazil Government Bond		1.000%		06/20/15	BRC		0.662%		$800,000		$7,589			($6,842	)		$14,431
United Kingdom Index-Linked Treasury		1.000%		06/20/15	GSC		0.197%		1,000,000		22,262			11,004			11,258
Brazil Government Bond		1.000%		06/20/15	HSB		0.662%		700,000		6,641			(7,024	)		13,665
Japanese Government Bond		1.000%		12/20/15	GSC		0.459%		800,000		14,163			17,678			(3,515	)
Japanese Government Bond		1.000%		06/20/16	HSB		0.572%		1,000,000		16,140			(489	)		16,629
											$66,795			$14,327			$52,468
Total Credit Default Swaps											$73,252			$66,082			$7,170

(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 pay as a seller of credit protection or receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement.

Interest Rate Swaps

Floating Rate Index	Counterparty	Pay/Receive Floating Rate	Fixed Rate		Expiration Date		Notional Amount		Value		Upfront Premiums Paid (Received)		Unrealized Appreciation (Depreciation)
OTC - BRL - CDI Compounded r	GSC	Pay		8.255%		01/02/15		BRL 4,300,000		$3,882		$3,487		$395
OTC - BRL - CDI Compounded r	UBS	Pay		8.260%		01/02/15		5,900,000		5,642		6,506		(864	)
OTC - BRL - CDI Compounded r	MSC	Pay		8.630%		01/02/15		9,400,000		42,391		47,573		(5,182	)
OTC - BRL - CDI Compounded r	HSB	Pay		8.825%		01/02/15		6,500,000		42,057		39,932		2,125
OTC - U.S. CPI Urban Consumers NSA r	CIT	Receive		2.500%		07/15/22		$500,000		3,815		3,815		—
CME - 3-Month USD-LIBOR	CME	Receive		2.500%		12/19/42		2,000,000		57,165		86,425		(29,260	)
Total Interest Rate Swaps										$154,952		$187,738		($32,786	)
Total Swap Agreements										$228,204		$253,820		($25,616	)

(n) As of September 30, 2012, investments with total aggregate values of $60,403, $213,863 and $14,057,967 were fully or partially segregated with the broker(s)/custodian as collateral for open futures contracts, swap contracts and reverse repurchase agreements, respectively.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-10

PACIFIC LIFE FUNDS

PL INFLATION MANAGED FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

(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 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012			Level 1 Quoted Price		Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$6,424,052			$—		$6,424,052			$—
	Mortgage-Backed Securities		5,725,487			—		5,725,487			—
	Asset-Backed Securities		6,148,324			—		6,148,324			—
	U.S. Treasury Obligations		163,324,009			—		163,324,009			—
	Foreign Government Bonds & Notes		13,665,132			—		13,665,132			—
	Municipal Bonds		122,829			—		122,829			—
	Short-Term Investments		1,568,179			569,554		998,625			—
	Derivatives:
	Credit Contracts
	Swaps		74,503			—		74,503			—
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		95,220			—		95,220			—
	Interest Rate Contracts
	Futures		13,219			13,219		—			—
	Purchased Options		151,313			—		37,270			114,043
	Swaps		154,952			—		154,952			—
	Total Interest Rate Contracts		319,484			13,219		192,222			114,043
	Total Assets - Derivatives		489,207			13,219		361,945			114,043
	Total Assets		197,467,219			582,773		196,770,403			114,043
Liabilities	Derivatives:
	Credit Contracts
	Swaps		(1,251	)		—		(1,251	)		—
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(271,805	)		—		(271,805	)		—
	Interest Rate Contracts
	Written Options		(459,530	)		—		(454,549	)		(4,981	)
	Total Liabilities - Derivatives		(732,586	)		—		(727,605	)		(4,981	)
	Total Liabilities		(732,586	)		—		(727,605	)		(4,981	)
	Total		$196,734,633			$582,773		$196,042,798			$109,062

The following is a reconciliation of investments for significant unobservable inputs (Level 3) used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) for the six-month period ended September 30, 2012:

	Assets Derivatives			Liabilities Derivatives
	Interest Rate Contracts			Interest Rate Contracts
	Purchased Options			Written Options			Total
Value, Beginning of Period		$—			($7,720	)		($7,720	)
Purchases		126,750			—			126,750
Sales (includes paydowns)		—			1,884			1,884
Accrued Discounts (Premiums)		—			—			—
Net Realized Gains (Losses)		—			—			—
Change in Net Unrealized Appreciation (Depreciation)		(12,707	)		855			(11,852	)
Transfer In		—			—			—
Transfer Out		—			—			—
Value, End of Period		$114,043			($4,981	)		$109,062
Change in Net Unrealized Appreciation (Depreciation) on Level 3 Investments Held at the End of Period, if Applicable		($12,707	)		$855			($11,852	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-11

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Shares		Value
CONVERTIBLE PREFERRED STOCKS - 0.7%
Financials - 0.7%
Wells Fargo & Co 7.500%		3,000		$3,714,000
Total Convertible Preferred Stocks (Cost $2,111,829)				3,714,000
PREFERRED STOCKS - 0.0%
Financials - 0.0%
Fannie Mae		8,000		20,400
Total Preferred Stocks (Cost $200,000)				20,400
	Principal Amount
CORPORATE BONDS & NOTES - 19.9%
Consumer Discretionary - 0.0%
General Motors Co Escrow Receipt 8.375% due 07/05/33 W + r		EUR 200,000		—
Consumer Staples - 0.4%
Anheuser-Busch InBev Worldwide Inc 0.998% due 01/27/14 §		$1,300,000		1,309,643
Kraft Foods Group Inc 6.125% due 08/23/18 ~ r		517,000		634,197
Kraft Foods Inc 6.125% due 02/01/18		183,000		223,741
6.875% due 02/01/38		100,000		137,886
Reynolds American Inc 7.625% due 06/01/16		100,000		120,617
				2,426,084
Energy - 0.8%
AK Transneft (Ireland) 8.700% due 08/07/18 ~		100,000		130,375
Colorado Interstate Gas Co LLC 6.800% due 11/15/15		200,000		233,101
Gaz Capital SA (Luxembourg) 8.146% due 04/11/18 ~		300,000		366,966
NGPL PipeCo LLC 7.119% due 12/15/17 ~		500,000		533,750
Novatek Finance Ltd (Ireland) 5.326% due 02/03/16 ~		200,000		214,050
Odebrecht Drilling Norbe VIII/IX Ltd (Cayman) 6.350% due 06/30/21 ~		97,000		109,562
Petrobras International Finance Co (Cayman) 5.375% due 01/27/21		900,000		1,018,801
5.875% due 03/01/18		400,000		457,812
Petroleos Mexicanos (Mexico) 5.500% due 01/21/21		600,000		706,500
Ras Laffan Liquefied Natural Gas Co Ltd III (Qatar) 4.500% due 09/30/12 ~		400,000		400,000
TNK-BP Finance SA (Luxembourg) 7.250% due 02/02/20 ~		200,000		243,050
				4,413,967
Financials - 15.0%
Ally Financial Inc 3.779% due 06/20/14 §		4,600,000		4,726,592
4.500% due 02/11/14		500,000		512,500

	Principal Amount		Value
7.500% due 09/15/20		$200,000		$230,250
8.300% due 02/12/15		600,000		666,000
American Express Bank FSB 5.500% due 04/16/13		600,000		616,430
American Express Co 4.875% due 07/15/13		200,000		206,833
American International Group Inc 5.450% due 05/18/17		100,000		114,276
5.850% due 01/16/18		800,000		930,308
6.250% due 03/15/87		200,000		203,000
ANZ National International Ltd (New Zealand) 6.200% due 07/19/13 ~		300,000		312,080
Banco Santander Brasil SA (Brazil) 2.485% due 03/18/14 § ~		600,000		591,990
4.250% due 01/14/16 ~		300,000		306,582
Banco Santander Chile (Chile) 2.055% due 01/19/16 § ~		1,000,000		972,500
Bank of America Corp 1.867% due 01/30/14 §		1,200,000		1,208,999
4.500% due 04/01/15		1,900,000		2,036,479
4.875% due 01/15/13		100,000		101,150
5.650% due 05/01/18		500,000		570,863
Bank of China Ltd (Hong Kong) 5.550% due 02/11/20 ~		100,000		112,230
Bank of Montreal (Canada) 1.950% due 01/30/18 ~		300,000		314,789
2.850% due 06/09/15 ~		100,000		106,339
Bank of Nova Scotia (Canada) 1.650% due 10/29/15 ~		200,000		206,695
Banque PSA Finance SA (France) 2.254% due 04/04/14 § ~ r		600,000		588,418
Barclays Bank PLC (United Kingdom) 10.179% due 06/12/21 ~ r		720,000		939,316
BBVA Bancomer SA (Mexico) 6.500% due 03/10/21 ~		3,800,000		4,181,900
BM&FBOVESPA SA (Brazil) 5.500% due 07/16/20 ~		100,000		114,650
BNP Paribas SA (France) 1.250% due 01/10/14 §		1,000,000		1,000,680
BPCE SA (France) 2.375% due 10/04/13 ~ r		100,000		100,498
9.000% § ±		EUR 300,000		382,624
CIT Group Inc 5.250% due 04/01/14 ~		$100,000		104,750
Citigroup Inc 2.438% due 08/13/13 §		200,000		202,716
3.625% due 11/30/17 §		EUR 500,000		589,163
5.500% due 04/11/13		$700,000		717,235
5.500% due 10/15/14		1,000,000		1,078,946
8.500% due 05/22/19		169,000		223,838
Commonwealth Bank of Australia (Australia) 0.878% due 07/12/13 § ~		1,600,000		1,605,445
Credit Agricole Home Loan SFH (France) 1.203% due 07/21/14 § ~ r		1,400,000		1,386,928
Credit Agricole SA (France) 5.136% § ~ ±		GBP 300,000		352,363
Credit Suisse NY (Switzerland) 2.200% due 01/14/14		$300,000		305,103
Daimler Finance North America LLC 1.599% due 09/13/13 § ~		400,000		402,898
Dexia Credit Local SA (France) 0.927% due 04/29/14 § ~		800,000		776,865
4.110% due 09/18/13		EUR 1,600,000		2,055,257
Export Credit Bank of Turkey (Turkey) 5.875% due 04/24/19 ~		$200,000		220,600
Export-Import Bank of Korea (South Korea) 4.000% due 01/29/21		100,000		109,475
5.125% due 06/29/20		100,000		117,451
Ford Motor Credit Co LLC 7.000% due 04/15/15		500,000		561,250
8.700% due 10/01/14		200,000		227,548

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-12

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
General Electric Capital Corp 6.875% due 01/10/39		$200,000		$268,455
HBOS PLC (United Kingdom) 1.112% due 09/06/17 §		8,100,000		6,609,600
HSBC Bank PLC (United Kingdom) 2.000% due 01/19/14 ~ r		200,000		201,983
ICICI Bank Ltd (India) 4.750% due 11/25/16 ~		1,700,000		1,769,352
5.500% due 03/25/15 ~		600,000		632,573
ING Bank NV (Netherlands) 2.500% due 01/14/16 ~ r		100,000		103,728
Intesa Sanpaolo SPA (Italy) 2.375% due 12/21/12		1,400,000		1,383,442
2.831% due 02/24/14 § ~ r		500,000		492,713
JPMorgan Chase & Co 7.900% § ±		300,000		341,944
LBG Capital No. 2 PLC (United Kingdom) 9.125% due 07/15/20		GBP 800,000		1,306,959
Lloyds TSB Bank PLC (United Kingdom) 12.000% § ~ ±		$1,100,000		1,235,655
Macquarie Bank Ltd (Australia) 3.300% due 07/17/14 ~		5,300,000		5,564,640
Merrill Lynch & Co Inc 6.875% due 04/25/18		900,000		1,079,834
Metropolitan Life Global Funding I 5.125% due 04/10/13 ~ r		300,000		307,268
Morgan Stanley 5.950% due 12/28/17		1,900,000		2,137,080
National Australia Bank Ltd (Australia) 1.078% due 04/11/14 § ~		1,600,000		1,610,752
Nationwide Building Society (United Kingdom) 6.250% due 02/25/20 ~ r		300,000		344,709
Nordea Bank AB (Sweden) 2.125% due 01/14/14 ~ r		100,000		101,147
Nordea Eiendomskreditt AS (Norway) 0.771% due 04/07/14 § ~ r		900,000		899,656
Nykredit Realkredit AS (Denmark) 1.675% due 04/01/38 §		DKK 703,464		122,347
1.675% due 10/01/38 §		892,954		155,765
Principal Life Income Funding Trusts 5.300% due 04/24/13		$100,000		102,753
Qatari Diar Finance QSC (Qatar) 5.000% due 07/21/20 ~		200,000		229,500
RCI Banque SA (France) 2.328% due 04/11/14 § ~ r		1,300,000		1,273,994
Realkredit Danmark AS (Denmark) 1.420% due 01/01/38 §		DKK 3,136,632		547,402
RZD Capital Ltd (Ireland) 5.739% due 04/03/17		$500,000		555,290
Santander Issuances SAU (Spain) 7.300% due 07/27/19 §		GBP 3,000,000		4,563,439
Sberbank of Russia Via Sb Capital SA (Luxembourg) 6.125% due 02/07/22 ~		$500,000		553,750
SLM Corp 2.113% due 10/01/14 § ^		100,000		99,054
5.000% due 10/01/13		2,600,000		2,707,250
6.250% due 01/25/16		100,000		109,000
8.000% due 03/25/20		400,000		464,000
8.450% due 06/15/18		600,000		705,893
Springleaf Finance Corp 4.125% due 11/29/13		EUR 1,000,000		1,251,638
SSIF Nevada LP 1.155% due 04/14/14 § ~ r		$3,300,000		3,316,220
State Bank of India (India) 4.500% due 07/27/15 ~		1,000,000		1,041,258
Stone Street Trust 5.902% due 12/15/15 ~		700,000		736,670
Temasek Financial I Ltd (Singapore) 4.300% due 10/25/19 ~		300,000		342,452

	Principal Amount		Value
The Bear Stearns Cos LLC 6.400% due 10/02/17		$400,000		$481,571
The Dai-ichi Life Insurance Co Ltd (Japan) 7.250% § ~ ± r		300,000		335,872
The Goldman Sachs Group Inc 3.300% due 05/03/15		200,000		208,243
6.750% due 10/01/37		1,200,000		1,290,824
The Royal Bank of Scotland Group PLC (United Kingdom) 3.950% due 09/21/15		400,000		425,056
7.640% § ±		500,000		413,750
UBS AG (Switzerland) 5.875% due 12/20/17		700,000		829,756
Wachovia Corp 0.635% due 08/01/13 §		300,000		300,285
Wells Fargo & Co 7.980% § ±		1,700,000		1,959,250
				84,906,574
Health Care - 0.0%
UnitedHealth Group Inc 6.875% due 02/15/38		100,000		139,466
Industrials - 1.3%
Caterpillar Inc 0.605% due 05/21/13 §		1,400,000		1,402,572
International Lease Finance Corp 5.625% due 09/20/13		255,000		263,925
5.750% due 05/15/16		100,000		106,542
Noble Group Ltd (Bermuda) 6.750% due 01/29/20 ~		200,000		213,000
United Technologies Corp 0.688% due 12/02/13 §		5,100,000		5,122,017
				7,108,056
Information Technology - 0.3%
Hewlett-Packard Co 0.711% due 05/24/13 §		1,600,000		1,600,290
Materials - 1.2%
Braskem Finance Ltd (Cayman) 5.750% due 04/15/21 ~		3,600,000		3,834,000
Codelco Inc (Chile) 6.150% due 10/24/36 ~		200,000		258,112
CSN Islands XI Corp (Cayman) 6.875% due 09/21/19 ~		700,000		784,000
CSN Resources SA (Luxembourg) 6.500% due 07/21/20 ~		600,000		649,500
Gerdau Holdings Inc 7.000% due 01/20/20 ~		400,000		464,000
GTL Trade Finance Inc (United Kingdom) 7.250% due 10/20/17 ~		600,000		700,500
Vale Overseas Ltd (Cayman) 6.250% due 01/23/17		200,000		232,337
6.875% due 11/10/39		100,000		117,260
				7,039,709
Telecommunication Services - 0.5%
AT&T Inc 6.300% due 01/15/38		200,000		263,778
Deutsche Telekom International Finance BV (Netherlands) 6.500% due 04/08/22		GBP 900,000		1,837,794
Verizon Communications Inc 0.972% due 03/28/14 §		$900,000		907,288
				3,008,860

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-13

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
Utilities - 0.4%
CMS Energy Corp 5.050% due 02/15/18		$1,000,000		$1,129,246
Electricite de France (France) 5.500% due 01/26/14 ~ r		200,000		211,957
6.500% due 01/26/19 ~		200,000		245,022
Entergy Corp 3.625% due 09/15/15		500,000		526,350
				2,112,575
Total Corporate Bonds & Notes (Cost $108,392,481)				112,755,581
SENIOR LOAN NOTES - 0.3%
Financials - 0.3%
Springleaf Finance Corp (Initial) 5.500% due 05/10/17 §		2,000,000		1,962,000
Total Senior Loan Notes (Cost $1,992,223)				1,962,000
MORTGAGE-BACKED SECURITIES - 56.5%
Collateralized Mortgage Obligations - Commercial - 1.3%
Bear Stearns Commercial Mortgage Securities 5.471% due 01/12/45 " §		100,000		116,843
5.700% due 06/11/50 "		200,000		238,778
Credit Suisse Mortgage Capital Certificates 5.467% due 09/15/39 "		900,000		1,019,826
5.666% due 03/15/39 " §		100,000		112,177
European Loan Conduit (Ireland) 0.495% due 05/15/19 " § ~		EUR 50,607		59,830
Greenwich Capital Commercial Funding Corp 5.444% due 03/10/39 "		$400,000		459,248
JPMorgan Chase Commercial Mortgage Securities Corp 4.070% due 11/15/43 " ~		500,000		565,465
LB-UBS Commercial Mortgage Trust 5.866% due 09/15/45 " §		600,000		720,031
Merrill Lynch-Floating Trust 0.756% due 07/09/21 " § ~		408,375		402,951
Merrill Lynch/Countrywide Commercial Mortgage Trust 5.700% due 09/12/49 "		500,000		569,800
Morgan Stanley Capital I Trust 5.731% due 07/12/44 " §		1,700,000		1,968,665
Wachovia Bank Commercial Mortgage Trust 0.311% due 09/15/21 " § ~		164,493		159,287
5.342% due 12/15/43 "		600,000		682,689
				7,075,590
Collateralized Mortgage Obligations - Residential - 3.7%
Arran Residential Mortgages Funding PLC (United Kingdom) 1.539% due 11/19/47 " § ~		EUR 1,638,652		2,113,850
1.745% due 05/16/47 " § ~		1,000,000		1,309,898
Banc of America Funding Corp 2.614% due 05/25/35 " §		$124,663		129,762
Banc of America Mortgage Securities Inc 3.123% due 07/25/33 " §		59,550		60,860
BCAP LLC Trust 5.491% due 03/26/37 " § ~		100,000		80,750
Bear Stearns Adjustable Rate Mortgage Trust 2.250% due 08/25/35 " §		56,542		55,484
2.470% due 10/25/35 " §		363,941		342,850

	Principal Amount		Value
2.764% due 08/25/33 " §		$140,403		$143,682
2.991% due 01/25/35 " §		1,424,721		1,323,366
3.078% due 03/25/35 " §		106,537		107,432
Bear Stearns Alt-A Trust 2.890% due 05/25/35 " §		58,725		52,950
2.974% due 11/25/36 " §		91,704		58,721
3.006% due 09/25/35 " §		69,916		56,825
Chase Mortgage Finance Corp 5.774% due 09/25/36 " §		274,900		264,761
Chevy Chase Mortgage Funding Corp 0.467% due 08/25/35 " § ~		69,416		53,091
Citigroup Mortgage Loan Trust Inc 2.340% due 09/25/35 " §		67,042		65,092
2.570% due 10/25/35 " §		114,791		106,378
Countrywide Alternative Loan Trust 2.996% due 06/25/37 " §		376,341		280,594
Countrywide Home Loan Mortgage Pass-Through Trust 0.537% due 03/25/35 " §		31,861		23,591
0.557% due 06/25/35 " § ~		138,597		118,579
Credit Suisse First Boston Mortgage Securities Corp 0.888% due 03/25/32 " § ~		5,191		4,534
6.000% due 11/25/35 "		110,299		85,493
Downey Saving and Loan Association Mortgage Loan Trust 0.399% due 04/19/47 " § W		422,064		94,813
Fannie Mae 0.417% due 10/27/37 " §		3,400,000		3,383,636
0.527% due 04/25/37 " §		146,537		147,175
0.667% due 09/25/35 " §		285,068		286,908
1.625% due 11/25/23 " §		224,382		230,475
4.250% due 07/25/17 "		18,065		18,162
4.500% due 10/25/17 "		27,773		28,127
Freddie Mac 1.348% due 10/25/44 " §		47,092		47,503
1.548% due 07/25/44 " §		248,309		253,854
8.000% due 04/15/30 "		246,791		293,425
Granite Master Issuer PLC (United Kingdom) 0.339% due 12/20/54 " § ~		EUR 592,775		747,654
0.399% due 12/20/54 " § ~		953,531		1,202,666
0.479% due 12/20/54 " §		$473,804		464,091
Granite Mortgages PLC (United Kingdom) 0.844% due 01/20/44 " § ~		EUR 31,641		40,165
1.163% due 01/20/44 " § ~		GBP 32,020		51,191
1.011% due 09/20/44 " § ~		174,176		276,928
Harborview Mortgage Loan Trust 0.389% due 12/19/36 " §		$629,408		406,495
0.409% due 01/19/38 " §		202,694		146,263
0.439% due 05/19/35 " §		36,185		26,714
JPMorgan Mortgage Trust 5.003% due 02/25/35 " §		27,892		28,506
5.283% due 07/25/35 " §		336,227		339,028
5.750% due 01/25/36 "		57,990		54,102
Mellon Residential Funding Corp 0.694% due 06/15/30 " §		9,801		9,871
Merrill Lynch Mortgage Investors Inc 0.427% due 02/25/36 " §		48,118		40,877
2.487% due 11/25/35 " §		3,391,150		3,330,067
Morgan Stanley Mortgage Loan Trust 5.500% due 08/25/35 "		286,082		299,249
Residential Accredit Loans Inc 0.397% due 06/25/46 " §		97,803		43,055
6.000% due 06/25/36 "		263,348		195,242
Residential Asset Securitization Trust 0.617% due 05/25/33 " §		10,947		10,336
Structured Asset Mortgage Investments Inc 0.437% due 05/25/36 " §		213,477		141,417
Structured Asset Securities Corp 2.822% due 08/25/32 " §		28,059		27,981
2.843% due 10/28/35 " § ~		65,298		57,104

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-14

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
Washington Mutual Mortgage Pass-Through Certificates 0.527% due 01/25/45 " §		$26,992		$26,039
0.537% due 01/25/45 " §		27,939		26,466
1.548% due 08/25/42 " §		4,696		4,384
2.344% due 02/27/34 " §		8,441		8,605
2.594% due 09/25/46 " §		99,568		86,085
5.199% due 02/25/37 " §		561,807		517,114
Wells Fargo Mortgage-Backed Securities Trust 2.612% due 12/25/34 " §		111,218		115,014
2.617% due 03/25/36 " §		695,911		634,144
2.675% due 04/25/36 " §		82,508		73,536
4.500% due 11/25/18 "		15,843		15,956
				21,068,966
Fannie Mae - 50.4%
1.348% due 10/01/44 " §		44,264		44,962
2.175% due 09/01/35 " §		173,225		184,065
2.310% due 08/01/22 "		500,000		514,101
2.492% due 11/01/34 " §		152,591		165,492
2.500% due 10/16/27 - 11/19/27 " §		7,000,000		7,353,281
2.612% due 12/01/35 " §		30,116		32,310
2.640% due 11/01/32 " §		160,130		171,676
2.870% due 09/01/27 "		500,000		510,657
3.000% due 10/16/27 - 10/01/42 "		60,400,000		63,990,455
3.500% due 08/01/26 - 11/14/42 "		67,947,785		72,503,527
4.000% due 04/01/24 - 11/14/42 "		32,321,119		34,766,244
4.500% due 07/01/18 - 08/01/41 "		48,261,363		52,389,256
4.501% due 12/01/36 " §		17,984		19,102
5.000% due 03/01/34 - 11/10/40 "		39,752,094		43,342,128
5.500% due 12/01/20 - 11/10/40 "		5,841,487		6,415,593
6.000% due 09/01/22 - 01/01/39 "		3,443,507		3,818,406
6.500% due 03/01/17 "		28,754		31,287
				286,252,542
Freddie Mac - 1.1%
2.375% due 11/01/31 " §		6,834		7,181
2.384% due 04/01/32 " §		23,407		24,992
2.457% due 09/01/35 " §		23,604		25,107
2.739% due 06/01/35 " §		255,020		273,441
2.995% due 09/01/35 " §		164,573		176,937
4.500% due 09/01/41 "		693,941		750,928
5.500% due 03/01/23 - 05/01/40 "		4,371,179		4,772,597
6.000% due 12/01/22 - 03/01/23 "		101,394		111,923
				6,143,106
Total Mortgage-Backed Securities (Cost $316,305,274)				320,540,204
ASSET-BACKED SECURITIES - 4.3%
Argent Securities Inc 1.037% due 02/25/34 " §		1,554,961		1,171,128
Asset Backed Funding Certificates 0.917% due 06/25/34 " §		117,935		93,661
Auto ABS SARL (Italy) 0.582% due 10/25/20 " § ~		EUR 293,879		376,625
Bear Stearns Asset Backed Securities Trust 0.417% due 12/25/36 " §		$500,000		357,895
3.000% due 10/25/36 " §		156,736		114,054
CIT Mortgage Loan Trust 1.467% due 10/25/37 " § ~		5,000,000		4,739,355
Citibank Omni Master Trust 2.971% due 08/15/18 " § ~		3,200,000		3,351,291
Countrywide Asset-Backed Certificates 0.317% due 08/25/37 " §		3,709,324		3,591,599
0.567% due 05/25/46 " § ~		3,032,449		2,559,504

	Principal Amount		Value
Duane Street CLO (Cayman) 0.689% due 11/08/17 " § ~		$2,342,827		$2,321,377
Galaxy CLO Ltd (Cayman) 0.735% due 04/17/17 " § ~		455,151		450,836
Halcyon Structured Asset Management Long Short CLO Ltd (Cayman) 0.664% due 08/07/21 " § ~		2,500,000		2,452,932
Hillmark Funding CDO (Cayman) 0.685% due 05/21/21 " § ~		1,100,000		1,064,271
HSBC Home Equity Loan Trust 0.369% due 03/20/36 " §		472,476		461,737
Long Beach Mortgage Loan Trust 0.777% due 10/25/34 " §		18,554		15,443
Park Place Securities Inc 0.477% due 09/25/35 " §		138,718		134,403
Securitized Asset-Backed Receivables LLC Trust 0.347% due 05/25/37 " § W		138,417		73,501
United States Small Business Administration 4.754% due 08/10/14 "		29,019		29,782
Wind River Ltd CLO (Cayman) 0.711% due 12/19/16 " § ~		667,641		653,143
Wood Street CLO BV (Netherlands) 1.222% due 11/22/21 " § ~		EUR 520,709		646,612
Total Asset-Backed Securities (Cost $24,505,880)				24,659,149
U.S. GOVERNMENT AGENCY ISSUES - 11.0%
Fannie Mae 0.875% due 08/28/17		$3,900,000		3,924,348
1.125% due 04/27/17		2,100,000		2,141,246
1.250% due 01/30/17		13,300,000		13,667,200
5.000% due 02/13/17		900,000		1,069,906
5.000% due 05/11/17		900,000		1,074,538
5.375% due 06/12/17		3,500,000		4,248,087
Freddie Mac 1.000% due 03/08/17		3,100,000		3,143,003
1.000% due 06/29/17		13,700,000		13,872,127
1.000% due 07/28/17		7,300,000		7,404,565
1.000% due 09/29/17		3,900,000		3,944,753
1.250% due 05/12/17		700,000		717,412
1.250% due 08/01/19		3,700,000		3,716,950
1.750% due 05/30/19		300,000		311,285
2.375% due 01/13/22		400,000		420,597
3.750% due 03/27/19		1,200,000		1,400,869
5.500% due 08/23/17		900,000		1,105,392
Total U.S. Government Agency Issues (Cost $61,139,229)				62,162,278
U.S. TREASURY OBLIGATIONS - 23.9%
U.S. Treasury Inflation Protected Securities - 5.8%
0.125% due 07/15/22 ^		1,494,480		1,634,704
0.625% due 07/15/21 ^		3,964,584		4,540,067
0.750% due 02/15/42 ^		2,230,734		2,431,500
1.125% due 01/15/21 ^		3,142,140		3,722,456
1.250% due 07/15/20 ^		210,116		251,400
2.000% due 01/15/26 ^ ‡		2,193,303		2,886,422
2.125% due 02/15/40 ^ ‡		6,254,236		9,159,523
2.375% due 01/15/25 ^		1,337,039		1,817,956
2.375% due 01/15/27 ^		3,976,455		5,499,624
3.625% due 04/15/28 ^		708,285		1,125,841
				33,069,493

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-15

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
U.S. Treasury Notes - 18.1%
0.250% due 08/31/14		$13,400,000		$13,405,762
0.250% due 09/30/14		13,200,000		13,206,191
0.500% due 07/31/17		11,300,000		11,248,800
0.750% due 06/30/17		2,500,000		2,519,922
0.875% due 07/31/19		32,200,000		31,915,738
1.000% due 08/31/19		7,200,000		7,187,623
1.000% due 09/30/19		500,000		498,516
1.250% due 10/31/15		16,900,000		17,376,631
1.500% due 08/31/18 ‡		1,200,000		1,247,532
1.750% due 05/15/22		3,600,000		3,652,596
3.375% due 11/15/19		300,000		348,023
3.500% due 02/15/18		200,000		229,484
				102,836,818
Total U.S. Treasury Obligations (Cost $132,751,278)				135,906,311
FOREIGN GOVERNMENT BONDS & NOTES - 5.3%
Banco Nacional Desenvolvimento Economico e Social (Brazil) 4.125% due 09/15/17 ~		EUR 100,000		136,665
Canada Housing Trust No 1 (Canada) 3.800% due 06/15/21 ~		CAD 100,000		115,594
Italy Buoni Poliennali del Tesoro (Italy) 2.250% due 11/01/13		EUR 8,000,000		10,320,604
2.500% due 03/01/15		700,000		895,208
3.000% due 04/01/14		100,000		130,215
3.750% due 08/01/15		100,000		131,319
4.250% due 07/01/14		100,000		132,740
4.500% due 07/15/15		300,000		401,361
Italy Certificati di Credito del Tesoro (Italy) 0.000% due 09/30/13		1,000,000		1,262,131
Province of British Columbia (Canada) 3.250% due 12/18/21		CAD 100,000		108,279
4.300% due 06/18/42		100,000		122,183
Province of Ontario (Canada) 1.650% due 09/27/19		$400,000		402,084
3.000% due 07/16/18		100,000		109,596
3.150% due 06/02/22		CAD 5,500,000		5,820,568
4.000% due 06/02/21		800,000		907,139
4.200% due 06/02/20		200,000		229,433
4.300% due 03/08/17		400,000		450,705
4.400% due 06/02/19		300,000		346,967
4.600% due 06/02/39		100,000		123,734
4.700% due 06/02/37		400,000		496,474
5.500% due 06/02/18		100,000		120,365
Province of Quebec (Canada) 3.500% due 07/29/20		$400,000		448,066
3.500% due 12/01/22		CAD 2,200,000		2,363,696
4.250% due 12/01/21		1,100,000		1,258,561
4.500% due 12/01/17		200,000		228,880
4.500% due 12/01/18		200,000		230,731
4.500% due 12/01/20		200,000		232,660
Republic of Panama (Panama) 9.375% due 04/01/29		$40,000		68,300
Russia Foreign Bond (Russia) 7.500% due 03/31/30 § ~		1,288,000		1,628,676
Societe de Financement de l’Economie Francaise (France) 3.375% due 05/05/14 ~ r		200,000		209,365
Spain Government Bond (Spain) 4.400% due 01/31/15		EUR 300,000		393,029
Vnesheconombank PLC (Ireland) 5.375% due 02/13/17 ~		$200,000		214,944
5.450% due 11/22/17 ~		100,000		109,026
Total Foreign Government Bonds & Notes (Cost $28,755,512)				30,149,298

	Principal Amount		Value
MUNICIPAL BONDS - 4.3%
American Municipal Power Inc OH ‘B’ 8.084% due 02/15/50		$1,000,000		$1,460,340
Buckeye Tobacco Settlement Financing Authority OH ‘A2’ 5.875% due 06/01/47		1,100,000		888,019
City of North Las Vegas NV 6.572% due 06/01/40		900,000		1,016,397
Clark County NV Airport ‘C’ 6.820% due 07/01/45		200,000		285,106
Irvine Ranch Water District CA 2.388% due 03/15/14		900,000		902,898
Los Angeles Unified School District CA ‘A1’ 4.500% due 01/01/28		400,000		434,820
Metropolitan Transportation Authority NY ‘E’ 5.000% due 11/15/42		2,100,000		2,356,830
New Jersey Economic Development Authority ‘B’ 0.000% due 02/15/19		4,100,000		3,305,912
New York Liberty Development Corp 5.750% due 11/15/51		3,700,000		4,363,854
North Carolina Turnpike Authority ‘B’ 6.700% due 01/01/39		100,000		116,644
Southern California Public Power Authority 5.943% due 07/01/40		1,600,000		1,912,240
State of California
5.650% due 04/01/39 §		100,000		102,535
7.500% due 04/01/34		100,000		131,906
7.550% due 04/01/39		100,000		135,751
7.600% due 11/01/40		1,400,000		1,921,948
Tobacco Securitization Authority of Southern California ‘A1’ 5.000% due 06/01/37		800,000		653,440
Tobacco Settlement Finance Authority of WV ‘A’ 7.467% due 06/01/47		840,000		643,222
University of Arizona 6.423% due 08/01/35		2,700,000		3,175,470
University of California 6.270% due 05/15/31		500,000		575,415
Total Municipal Bonds (Cost $21,900,399)				24,382,747
SHORT-TERM INVESTMENTS - 8.2%
Foreign Government Issues - 6.2%
Italy Buoni Ordinari del Tesoro (Italy)
1.411% due 02/28/13		EUR 900,000		1,150,473
Japan Treasury Discount Bill (Japan)
0.100% due 11/05/12		JPY 2,100,000,000		26,907,017
Spain Letras del Tesoro (Spain)
2.904% due 09/20/13		EUR 5,500,000		6,881,785
				34,939,275
U.S. Treasury Bills - 1.8%
0.205% due 06/27/13 ‡		$530,000		529,406
0.140% due 02/07/13 ‡		9,732,000		9,728,516
0.103% due 11/15/12 ‡		126,000		125,988
				10,383,910
Repurchase Agreement - 0.0%
JPMorgan Chase & Co 0.260% due 10/01/12 (Dated 09/27/12, repurchase price of $100,002; collateralized by a U.S. Treasury Note: 3.625% due 08/15/19 and value $117,621)		100,000		100,000

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-16

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Shares		Value
Money Market Fund - 0.2%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		884,900		$884,900
Total Short-Term Investments (Cost $46,239,940)				46,308,085
TOTAL INVESTMENTS - 134.4% (Cost $744,294,045)				762,560,053
TOTAL SECURITIES SOLD SHORT - (2.1%)
(See Note (g) in Notes to Schedule of Investments) (Proceeds $11,562,031)				(11,718,125	)
OTHER ASSETS & LIABILITIES, NET - (32.3%)				(183,331,663	)
NET ASSETS - 100.0%				$567,510,265

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Mortgage-Backed Securities	56.5%
U.S. Treasury Obligations	23.9%
Corporate Bonds & Notes	19.9%
U.S. Government Agency Issues	11.0%
Short-Term Investments	8.2%
Foreign Government Bonds & Notes	5.3%
Asset-Backed Securities	4.3%
Municipal Bonds	4.3%
Convertible Preferred Stocks	0.7%
Senior Loan Notes	0.3%
	134.4%
Securities Sold Short	(2.1%	)
Other Assets & Liabilities, Net	(32.3%	)
	100.0%

(b) As of September 30, 2012, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were are follows:

AAA	2.4%
A-1 (Short-Term Debt Only)	2.3%
AA / U.S. Government & Agency Issue	69.7%
A	6.4%
BBB	6.0%
BB	1.2%
B	2.5%
CCC	0.5%
CC	0.1%
D	0.1%
Not Rated	8.8%
	100.0%

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

(d) Investments with a total aggregate value of $168,314 or less than 0.1% of the fund’s net assets were in default as of September 30, 2012.

(e) As of September 30, 2012, 2.0% of the fund’s net assets were reported illiquid by the portfolio manager under the Trust’s policy.

(f) The average amount of borrowings by the fund on sale-buyback financing transactions (See Note 4 in Notes to Financial Statements) outstanding during the six-month period ended September 30, 2012 was $45,911 at a weighted average interest rate of (6.281%.)

(g) Securities sold short outstanding as of September 30, 2012 were as follows:

Description	Principal Amount		Value
Mortgage-Backed Securities - (2.1%)
Fannie Mae - (2.1%)
3.000% due 10/11/42		$7,000,000		($7,389,375)
4.500% due 10/11/42		4,000,000		(4,328,750)
Total Securities Sold Short (Proceeds $11,562,031)				($11,718,125)

(h) Open futures contracts outstanding as of September 30, 2012 were as follows:

Long Futures Outstanding	Number of Contracts		Notional Amount		Unrealized Appreciation (Depreciation)
Euribor (12/14)		8		EUR 8,000,000		$2,174
Eurodollar (12/14)		31		$31,000,000		1,894
Eurodollar (03/15)		131		131,000,000		83,491
Eurodollar (06/15)		240		240,000,000		128,777
						216,336
Short Futures Outstanding
Euro-Bund 10-Year Notes (12/12)		51		EUR 51,000,000		(31,783	)
Total Futures Contracts						$184,553

(i) Forward foreign currency contracts outstanding as of September 30, 2012 were as follows:

Currency Purchased		Currency Sold			Expiration		Counterparty	Unrealized Appreciation (Depreciation)
BRL	204,530		USD	100,036		12/12	BRC		$36
BRL	1,434,300		USD	701,518		12/12	HSB		1,518
BRL	204,370		USD	99,958		12/12	MSC		(42	)
BRL	2,043,600		USD	999,527		12/12	UBS		(473	)
BRL	615,900		USD	301,237		12/12	UBS		1,237
CAD	449,000		USD	455,838		12/12	CIT		(3,011	)
CNY	10,222,705		USD	1,609,457		02/13	DUB		(3,721	)
EUR	102,000		USD	131,081		10/12	CIT		(27	)
EUR	501,000		USD	644,381		12/12	HSB		(200	)
GBP	231,000		USD	372,938		12/12	JPM		(1,741	)
MXN	7,759,650		USD	598,810		12/12	GSC		(1,190	)
MXN	251,772		USD	19,429		12/12	HSB		836

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-17

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
MXN	12,915,250	USD	996,666		12/12	MSC		($3,334	)
MXN	19,377,280	USD	1,495,339		12/12	UBS		(4,661	)
MXN	377,029	USD	29,095		12/12	UBS		1,231
USD	7,090,355	CAD	6,984,000		12/12	CIT		120,238
USD	6,390,862	CAD	6,295,000		12/12	DUB		55,173
USD	316,918	CNY	2,012,955		02/13	BRC		2,041
USD	1,292,538	CNY	8,209,750		02/13	UBS		7,462
USD	370,989	DKK	2,150,000		11/12	BRC		(10,305	)
USD	370,816	DKK	2,149,000		11/12	DUB		(10,107	)
USD	228,196	EUR	177,570		10/12	JPM		1,804
USD	246,949	EUR	192,000		12/12	BRC		178
USD	10,509,460	EUR	8,171,000		12/12	HSB		(207,028	)
USD	92,606	EUR	72,000		12/12	JPM		464
USD	3,214,189	EUR	2,499,000		12/12	RBC		(15,107	)
USD	2,002,598	EUR	1,557,000		12/12	RBS		16,800
USD	2,316,327	EUR	1,800,000		01/13	UBS		(106,520	)
USD	1,158,518	EUR	900,000		02/13	UBS		(25,503	)
USD	8,381,277	EUR	6,500,000		08/13	DUB		(194,658	)
USD	386,976	EUR	300,000		09/13	UBS		(8,265	)
USD	6,017,198	EUR	4,663,949		09/13	UBS		108,782
USD	129,304	EUR	100,000		04/14	CIT		(2,569	)
USD	1,128,502	GBP	699,000		12/12	JPM		3,097
USD	7,678,398	GBP	4,755,000		12/12	RBS		(74,379	)
USD	26,917,881	JPY	2,100,000,000		11/12	RBC		(113,708	)
USD	2,339,875	JPY	182,474,000		12/12	BRC		(11,436	)
USD	407	SGD	500		10/12	RBS		(10	)
Total Forward Foreign Currency Contracts								($477,098	)

(j) Transactions in written options for the six-month period ended September 30, 2012 were as follows:

	Number of Contracts			Notional Amount in EUR		Notional Amount in $			Premium
Outstanding, March 31,2012		—			—		139,900,000			$1,383,751
Call Options Written		47			1,000,000		30,600,000			83,945
Put Options Written		47			1,000,000		62,700,000			225,107
Call Options Expired		(47	)		—		—			(13,148	)
Put Options Expired		(47	)		—		(136,700,000	)		(1,301,295	)
Outstanding, September 30,2012		—			2,000,000		96,500,000			$378,360

(k) Premiums received and value of written options outstanding as of September 30, 2012 were as follows:

Inflation Floor/Cap Options

Description	Strike Index		Exercise Index	Expiration Date		Counter- party	Notional Amount		Premium		Value
Floor - OTC U.S. CPI Urban Consumers NSA		215.95	Maximum of ((1 + 0.00%)10 - Inflation Adjustment)) or $0		03/12/20	CIT		$1,200,000		$10,320		($1,696	)
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		(910	)
										$18,060		($2,606	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-18

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

Interest Rate Swaptions

Description	Pay/Receive Floating Rate Based on 3-Month USD-LIBOR	Exercise Rate		Expiration Date		Counter- party	Notional Amount		Premium		Value
Call - OTC 5-Year Interest Rate Swap	Receive		0.850%		10/11/12	CIT		$2,500,000		$8,125		($9,419	)
Call - OTC 5-Year Interest Rate Swap	Receive		0.850%		10/11/12	RBS		17,200,000		30,215		(64,804	)
Call - OTC 5-Year Interest Rate Swap	Receive		0.850%		10/11/12	UBS		1,900,000		5,890		(7,158	)
Call - OTC 5-Year Interest Rate Swap	Receive		0.900%		10/11/12	CIT		1,300,000		4,566		(7,740	)
Call - OTC 5-Year Interest Rate Swap	Receive		0.900%		10/11/12	MSC		2,700,000		9,315		(16,075	)
Call - OTC 7-Year Interest Rate Swap	Receive		1.200%		10/11/12	MSC		2,700,000		4,725		(7,175	)
Call - OTC 7-Year Interest Rate Swap	Receive		1.150%		11/19/12	DUB		2,300,000		3,680		(7,195	)
Call - OTC 5-Year Interest Rate Swap	Receive		1.400%		03/18/13	MSC		2,400,000		22,440		(59,759	)
	Based on 3-Month EUR-LIBOR
Call - OTC 5-Year Interest Rate Swap	Receive		0.900%		01/21/13	CIT		EUR 1,000,000		4,281		(3,719	)
										93,237		(183,044	)
	Based on 3-Month USD-LIBOR
Put - OTC 5-Year Interest Rate Swap	Pay		0.850%		10/11/12	CIT		$2,500,000		8,125		(1,040	)
Put - OTC 5-Year Interest Rate Swap	Pay		0.850%		10/11/12	RBS		2,600,000		8,125		(1,082	)
Put - OTC 5-Year Interest Rate Swap	Pay		0.850%		10/11/12	UBS		1,900,000		5,890		(790	)
Put - OTC 5-Year Interest Rate Swap	Pay		0.900%		10/11/12	CIT		1,300,000		4,566		(180	)
Put - OTC 5-Year Interest Rate Swap	Pay		0.900%		10/11/12	MSC		2,700,000		9,315		(374	)
Put - OTC 5-Year Interest Rate Swap	Pay		1.200%		10/11/12	RBS		14,600,000		20,275		(2	)
Put - OTC 7-Year Interest Rate Swap	Pay		1.600%		10/11/12	MSC		2,700,000		7,830		(9	)
Put - OTC 2-Year Interest Rate Swap	Pay		0.915%		11/14/12	CIT		900,000		4,050		(7	)
Put - OTC 2-Year Interest Rate Swap	Pay		0.915%		11/14/12	MSC		6,500,000		17,961		(48	)
Put - OTC 7-Year Interest Rate Swap	Pay		1.550%		11/19/12	DUB		2,300,000		5,405		(2,304	)
Put - OTC 1-Year Interest Rate Swap	Pay		1.750%		11/19/12	RBS		5,400,000		20,386		(1	)
Put - OTC 5-Year Interest Rate Swap	Pay		1.200%		03/18/13	MSC		9,100,000		48,779		(22,692	)
Put - OTC 5-Year Interest Rate Swap	Pay		1.400%		03/18/13	MSC		2,400,000		46,560		(3,239	)
Put - OTC 5-Year Interest Rate Swap	Pay		2.000%		03/18/13	DUB		2,300,000		21,585		(515	)
Put - OTC 2-Year Interest Rate Swap	Pay		1.200%		07/11/13	DUB		4,500,000		31,760		(1,416	)
	Based on 3-Month EUR-LIBOR
Put - OTC 5-Year Interest Rate Swap	Pay		1.100%		01/21/13	CIT		EUR 1,000,000		6,451		(6,738	)
										267,063		(40,437	)
										$360,300		($223,481	)
Total Written Options										$378,360		($226,087	)

(l) Swap agreements outstanding as of September 30, 2012 were as follows:

Credit Default Swaps on Corporate and Sovereign Issues - Sell Protection (1)

Referenced Obligation	Fixed Deal Receive Rate		Expiration Date		Counter- party	Implied Credit Spread at 09/30/12 (3)		Notional Amount (4)		Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
Brazil Government Bond		1.000%		12/20/12	BRC		0.272%		$1,700,000		$3,369			$2,600			$769
General Electric Capital Corp		4.000%		12/20/13	CIT		0.412%		200,000		9,093			—			9,093
General Electric Capital Corp r		4.230%		12/20/13	DUB		0.412%		200,000		9,674			—			9,674
General Electric Capital Corp		4.325%		12/20/13	CIT		0.412%		200,000		9,915			—			9,915
General Electric Capital Corp		4.400%		12/20/13	BRC		0.412%		200,000		10,123			—			10,123
General Electric Capital Corp		4.500%		12/20/13	BRC		0.412%		300,000		15,535			—			15,535
General Electric Capital Corp		4.700%		12/20/13	BRC		0.412%		400,000		21,725			—			21,725
General Electric Capital Corp r		4.750%		12/20/13	DUB		0.412%		400,000		21,977			—			21,977
MetLife Inc		1.000%		12/20/14	CIT		1.084%		1,800,000		(2,808	)		(43,994	)		41,186
United Mexican States		1.000%		03/20/15	BRC		0.512%		400,000		4,950			(8,999	)		13,949
United Mexican States		1.000%		03/20/15	CIT		0.512%		400,000		4,950			(9,184	)		14,134
Japanese Government Bond		1.000%		03/20/15	DUB		0.365%		1,000,000		16,038			11,616			4,422
United Mexican States		1.000%		03/20/15	DUB		0.512%		200,000		2,475			(4,592	)		7,067
Brazil Government Bond		1.000%		06/20/15	DUB		0.662%		1,000,000		9,487			(10,975	)		20,462
United Kingdom Index-Linked Treasury Gilt		1.000%		06/20/15	GSC		0.197%		1,100,000		24,488			10,164			14,324
Brazil Government Bond		1.000%		06/20/15	HSB		0.662%		1,000,000		9,487			(10,975	)		20,462
Brazil Government Bond		1.000%		09/20/15	BRC		0.704%		1,000,000		9,085			(7,735	)		16,820
United Mexican States		1.000%		09/20/15	BRC		0.601%		1,000,000		12,158			(7,735	)		19,893

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-19

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

Referenced Obligation	Fixed Deal Receive Rate		Expiration Date		Counter- party	Implied Credit Spread at 09/30/12 (3)		Notional Amount (4)		Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
Brazil Government Bond		1.000%		09/20/15	HSB		0.704%		$600,000		$5,451			($5,961	)		$11,412
Brazil Government Bond		1.000%		09/20/15	UBS		0.704%		500,000		4,543			(4,731	)		9,274
France Government Bond OAT		0.250%		12/20/15	RBS		0.597%		700,000		(7,733	)		(13,898	)		6,165
MetLife Inc		1.000%		12/20/15	CIT		1.496%		800,000		(12,257	)		(29,083	)		16,826
United Kingdom Index-Linked Treasury Gilt		1.000%		12/20/15	GSC		0.229%		1,200,000		30,241			27,797			2,444
General Electric Capital Corp		1.000%		12/20/15	MSC		1.000%		500,000		152			(9,796	)		9,948
France Government Bond OAT		0.250%		03/20/16	RBS		0.688%		2,900,000		(43,520	)		(89,270	)		45,750
China Government Bond		1.000%		03/20/16	BRC		0.510%		1,000,000		17,262			11,950			5,312
United Mexican States		1.000%		03/20/16	BRC		0.689%		100,000		1,104			(768	)		1,872
Brazil Government Bond		1.000%		03/20/16	CIT		0.791%		2,300,000		17,263			(16,240	)		33,503
Republic of Kazakhstan Debt		1.000%		03/20/16	CIT		1.262%		300,000		(2,602	)		(8,658	)		6,056
United Mexican States		1.000%		03/20/16	CIT		0.689%		1,100,000		12,135			(8,978	)		21,113
United Mexican States		1.000%		03/20/16	DUB		0.689%		700,000		7,722			(5,135	)		12,857
Berkshire Hathaway Finance Corp r		1.000%		06/20/16	CIT		0.983%		900,000		839			(2,156	)		2,995
Brazil Government Bond		1.000%		06/20/16	CIT		0.837%		700,000		4,423			(2,363	)		6,786
France Government Bond OAT		0.250%		09/20/16	HSB		0.835%		400,000		(9,156	)		(17,549	)		8,393
China Government Bond		1.000%		09/20/16	DUB		0.611%		400,000		6,246			2,210			4,036
Brazil Government Bond		1.000%		09/20/16	GSC		0.877%		200,000		1,028			(1,217	)		2,245
South Korea Government Bond		1.000%		09/20/16	HSB		0.600%		100,000		1,607			(218	)		1,825
China Government Bond		1.000%		09/20/16	MSC		0.611%		400,000		6,246			2,019			4,227
China Government Bond		1.000%		09/20/16	UBS		0.611%		300,000		4,685			1,557			3,128
Indonesia Government Bond		1.000%		09/20/16	UBS		1.064%		100,000		(218	)		(1,578	)		1,360
United Kingdom Index-Linked Treasury Gilt		1.000%		12/20/16	CIT		0.364%		2,000,000		54,133			7,916			46,217
United Kingdom Index-Linked Treasury Gilt		1.000%		12/20/16	GSC		0.364%		1,400,000		37,894			4,152			33,742
Ally Financial Inc		5.000%		12/20/16	DUB		3.189%		300,000		21,231			(3,675	)		24,906
United Mexican States		1.000%		06/20/17	BRC		0.927%		400,000		1,478			(4,897	)		6,375
Australian Government		1.000%		06/20/17	CIT		0.499%		1,300,000		30,855			14,784			16,071
Brazil Government Bond		1.000%		06/20/17	CIT		1.026%		1,600,000		(1,435	)		(21,914	)		20,479
South Korea Government Bond		1.000%		06/20/17	CIT		0.755%		400,000		4,661			(3,926	)		8,587
Brazil Government Bond		1.000%		06/20/17	DUB		1.026%		1,300,000		(1,166	)		(14,173	)		13,007
Indonesia Government Bond		1.000%		06/20/17	DUB		1.337%		200,000		(3,019	)		(5,884	)		2,865
South Korea Government Bond		1.000%		06/20/17	DUB		0.755%		400,000		4,661			(4,653	)		9,314
Russian Federation		1.000%		06/20/17	GSC		1.395%		100,000		(1,781	)		(6,901	)		5,120
United Mexican States		1.000%		06/20/17	GSC		0.927%		100,000		370			(1,127	)		1,497
South Korea Government Bond		1.000%		06/20/17	HSB		0.755%		300,000		3,496			(2,872	)		6,368
United Mexican States		1.000%		06/20/17	HSB		0.927%		400,000		1,478			(4,702	)		6,180
Japanese Government Bond r		1.000%		06/20/17	MSC		0.767%		1,200,000		13,355			(1,786	)		15,141
Japanese Government Bond		1.000%		06/20/17	MSC		0.767%		800,000		8,880			4,290			4,590
United Mexican States		1.000%		06/20/17	MSC		0.927%		1,000,000		3,696			(7,846	)		11,542
China Government Bond		1.000%		06/20/17	UBS		0.778%		3,300,000		35,039			(19,234	)		54,273
Indonesia Government Bond		1.000%		06/20/17	UBS		1.337%		800,000		(12,076	)		(24,192	)		12,116
South Korea Government Bond		1.000%		06/20/17	UBS		0.755%		900,000		10,487			(9,272	)		19,759
Reynolds American Inc		1.280%		06/20/17	DUB		0.942%		200,000		3,201			—			3,201
China Government Bond r		1.000%		09/20/17	CIT		0.831%		100,000		854			(1,377	)		2,231
MetLife Inc		1.000%		03/20/18	DUB		1.980%		1,200,000		(59,406	)		(68,165	)		8,759
United Mexican States		1.000%		03/20/21	CIT		1.324%		100,000		(2,494	)		(4,247	)		1,753
Indonesia Government Bond		1.000%		06/20/21	BRC		2.036%		1,500,000		(117,517	)		(95,221	)		(22,296	)
United Mexican States		1.000%		06/20/21	BRC		1.337%		1,200,000		(31,930	)		(34,805	)		2,875
											$242,127			($561,602	)		$803,729

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

Referenced Obligation	Fixed Deal Pay Rate		Expiration Date		Counter- party	Notional Amount (4)		Value (5)		Upfront Premiums Paid (Received)		Unrealized Appreciation
OTC - Dow Jones iTraxx 17SEN2 BP		1.000%		06/20/17	BRC		EUR 1,400,000		$92,745		$91,912		$833
OTC - Dow Jones iTraxx 17SEN2 BP		1.000%		06/20/17	CIT		200,000		13,249		13,130		119
									$105,994		$105,042		$952

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-20

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

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

Referenced Obligation	Fixed Deal Receive Rate		Expiration Date		Counter- party	Notional Amount (4)		Value (5)			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
OTC - Dow Jones CDX NA HY-9 5Y r		2.080%		12/20/12	BOA		$1,412,625		$7,323			$—			$7,323
OTC - Dow Jones CDX NA EM13 5Y		5.000%		06/20/15	BRC		2,600,000		228,290			174,200			54,090
OTC - Dow Jones CDX NA EM13 5Y		5.000%		06/20/15	DUB		900,000		79,023			117,500			(38,477	)
OTC - Dow Jones CDX NA EM13 5Y		5.000%		06/20/15	HSB		1,200,000		105,364			135,550			(30,186	)
OTC - Dow Jones CDX NA EM13 5Y		5.000%		06/20/15	MSC		900,000		79,023			101,250			(22,227	)
OTC - Dow Jones CDX NA EM14 5Y		5.000%		12/20/15	CIT		200,000		19,960			27,650			(7,690	)
OTC - Dow Jones CDX NA EM14 5Y		5.000%		12/20/15	DUB		600,000		59,880			74,750			(14,870	)
OTC - Dow Jones CDX NA EM14 5Y		5.000%		12/20/15	MSC		400,000		39,920			52,000			(12,080	)
CME - Dow Jones CDX NA IG-17 5Y		1.000%		12/20/16	CME		40,700,000		(338,778	)		694,915			(1,033,693	)
OTC - Dow Jones CDX NA IG-9 10Y		0.548%		12/20/17	GSC		96,450		1,465			—			1,465
CMBX.NA		0.080%		12/13/49	DUB		200,000		(11,926	)		(11,625	)		(301	)
									$269,544			$1,366,190			($1,096,646	)
Total Credit Default Swaps									$617,665			$909,630			($291,965	)

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

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

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

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

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

Interest Rate Swaps

Floating Rate Index	Counter- party	Pay /Receive Floating Rate	Fixed Rate		Expiration Date		Notional Amount		Value			Upfront Premiums Paid (Received)			Unrealized Appreciation
OTC - 28-Day Mexico Interbank TIIE Banxico	BRC	Pay		5.600%		09/06/16		MXN 1,100,000		$1,612			$552			$1,060
OTC - 28-Day Mexico Interbank TIIE Banxico	HSB	Pay		5.600%		09/06/16		2,100,000		2,906			820			2,086
OTC - 28-Day Mexico Interbank TIIE Banxico	MSC	Pay		5.600%		09/06/16		1,400,000		1,714			280			1,434
OTC - 28-Day Mexico Interbank TIIE Banxico	GSC	Pay		8.170%		11/04/16		1,200,000		10,548			1,757			8,791
OTC - 28-Day Mexico Interbank TIIE Banxico r	BRC	Pay		5.500%		09/13/17		13,000,000		32,692			(10,195	)		42,887
OTC - 28-Day Mexico Interbank TIIE Banxico r	HSB	Pay		5.500%		09/13/17		5,000,000		12,470			(1,920	)		14,390
OTC - 28-Day Mexico Interbank TIIE Banxico r	MSC	Pay		5.500%		09/13/17		3,000,000		7,512			(1,453	)		8,965
OTC - 28-Day Mexico Interbank TIIE Banxico r	BRC	Pay		6.000%		09/02/22		27,000,000		28,068			(14,093	)		42,161
CME - 3-Month USD-LIBOR	CME	Receive		2.750%		06/20/42		$3,600,000		(140,070	)		(317,381	)		177,311
Total Interest Rate Swaps										($42,548	)		($341,633	)		$299,085
Total Swap Agreements										$575,117			$567,997			$7,120

(m) As of September 30, 2012, investments with total aggregate values of $423,706 and $981,663 were fully or partially segregated with the broker(s)/custodian as collateral for open futures and swap contracts, respectively. In addition, $13,000 and $6,000 in cash was segregated as collateral for open futures contracts and swap contracts, respectively.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-21

PACIFIC LIFE FUNDS

PL MANAGED BOND FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

(n) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012			Level 1 Quoted Price			Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Convertible Preferred Stocks (1)		$3,714,000			$3,714,000			$—			$—
	Preferred Stocks (1)		20,400			20,400			—			—
	Corporate Bonds & Notes		112,755,581			—			112,755,581			—
	Senior Loan Notes		1,962,000			—			1,962,000			—
	Mortgage-Backed Securities		320,540,204			—			320,459,454			80,750
	Asset-Backed Securities		24,659,149			—			24,659,149			—
	U.S. Government Agency Issues		62,162,278			—			62,162,278			—
	U.S. Treasury Obligations		135,906,311			—			135,906,311			—
	Foreign Government Bonds & Notes		30,149,298			—			30,149,298			—
	Municipal Bonds		24,382,747			—			24,382,747			—
	Short-Term Investments		46,308,085			884,900			45,423,185			—
	Derivatives:
	Credit Contracts
	Swaps		1,277,487			—			1,277,487			—
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		320,897			—			320,897			—
	Interest Rate Contracts
	Futures		216,336			216,336			—			—
	Swaps		97,522			—			97,522			—
	Total Interest Rate Contracts		313,858			216,336			97,522			—
	Total Assets - Derivatives		1,912,242			216,336			1,695,906			—
	Total Assets		764,472,295			4,835,636			759,555,909			80,750
Liabilities	Securities Sold Short
	Mortgage-Backed Securities		(11,718,125	)		—			(11,718,125	)		—
	Derivatives:
	Credit Contracts
	Swaps		(659,822	)		—			(659,822	)		—
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(797,995	)		—			(797,995	)		—
	Interest Rate Contracts
	Futures		(31,783	)		(31,783	)		—			—
	Written Options		(226,087	)		—			(223,481	)		(2,606	)
	Swaps		(140,070	)		—			(140,070	)		—
	Total Interest Rate Contracts		(397,940	)		(31,783	)		(363,551	)		(2,606	)
	Total Liabilities - Derivatives		(1,855,757	)		(31,783	)		(1,821,368	)		(2,606	)
	Total Liabilities		(13,573,882	)		(31,783	)		(13,539,493	)		(2,606	)
	Total		$750,898,413			$4,803,853			$746,016,416			$78,144

The following is a reconciliation of investments for significant unobservable inputs (Level 3) used in valuing the fund's assets and liabilities (See Note 3D in Notes to Financial Statements) for the six-month period ended September 30, 2012:

						Liabilities Derivatives
	Corporate Bonds & Notes			Mortgage-Backed Securities		Interest Rate Contracts
						Written Options			Total
Value, Beginning of Period		$3,001			$75,300		($2,956	)		$75,345
Purchases		—			—		—			—
Sales (including paydowns)		—			—		—			—
Accrued Discounts (Premiums)		—			—		—			—
Net Realized Gains (Losses)		—			—		—			—
Change in Net Unrealized Appreciation (Depreciation)		(3,001	)		5,450		350			2,799
Transfers In		—			—		—			—
Transfers Out		—			—		—			—
Value, End of Period		$—			$80,750		($2,606	)		$78,144
Change in Net Unrealized Appreciation (Depreciation) on Level 3 Investments Held at the End of Period, if Applicable		($3,001	)		$5,450		$350			$2,799

(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-69

A-22

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Principal Amount		Value
CORPORATE BONDS & NOTES - 47.9%
Consumer Discretionary - 2.9%
CBS Corp 1.950% due 07/01/17		$120,000		$123,174
Cox Communications Inc
5.450% due 12/15/14		500,000		550,237
7.125% due 10/01/12		325,000		325,000
DIRECTV Holdings LLC
3.550% due 03/15/15		200,000		211,947
4.750% due 10/01/14		850,000		912,070
Dollar General Corp 4.125% due 07/15/17		340,000		357,000
DR Horton Inc 4.750% due 05/15/17		325,000		347,750
Easton-Bell Sports Inc 9.750% due 12/01/16		130,000		140,888
NBCUniversal Media LLC 2.100% due 04/01/14		560,000		571,964
Speedway Motorsports Inc 8.750% due 06/01/16		140,000		152,075
Staples Inc 9.750% due 01/15/14		425,000		470,362
TCM Sub LLC 3.550% due 01/15/15 ~		1,060,000		1,116,344
The Interpublic Group of Cos Inc 6.250% due 11/15/14		398,000		431,830
Thomson Reuters Corp (Canada) 5.700% due 10/01/14		250,000		273,610
Time Warner Cable Inc
7.500% due 04/01/14		375,000		411,888
8.250% due 02/14/14		175,000		192,670
				6,588,809
Consumer Staples - 2.9%
Altria Group Inc 8.500% due 11/10/13		668,000		725,123
Anheuser-Busch InBev Worldwide Inc
1.375% due 07/15/17		740,000		750,077
1.500% due 07/14/14		210,000		213,789
5.375% due 11/15/14		75,000		82,552
BAT International Finance PLC (United Kingdom)
1.400% due 06/05/15 ~		710,000		715,909
8.125% due 11/15/13 ~		150,000		161,425
Bunge Ltd Finance Corp 3.200% due 06/15/17		1,060,000		1,112,778
Coca-Cola Amatil Ltd (Australia) 3.250% due 11/02/14 ~		400,000		416,368
Kraft Foods Group Inc 1.625% due 06/04/15 ~		315,000		319,980
Kraft Foods Inc 2.625% due 05/08/13		275,000		278,246
Molson Coors Brewing Co 2.000% due 05/01/17		255,000		262,884
Pernod-Ricard SA (France) 2.950% due 01/15/17 ~		510,000		532,726
Philip Morris International Inc 1.625% due 03/20/17		510,000		522,035
SABMiller Holdings Inc 1.850% due 01/15/15 ~		530,000		542,795
				6,636,687
Energy - 5.2%
Anadarko Petroleum Corp 6.375% due 09/15/17		345,000		416,481
Apache Corp 1.750% due 04/15/17		115,000		118,906
BG Energy Capital PLC (United Kingdom) 2.875% due 10/15/16 ~		450,000		477,907

	Principal Amount		Value
Bill Barrett Corp 9.875% due 07/15/16		$200,000		$221,000
Canadian Natural Resources Ltd (Canada)
1.450% due 11/14/14		540,000		548,928
5.700% due 05/15/17		455,000		541,446
DCP Midstream LLC 9.700% due 12/01/13 ~		230,000		249,207
Devon Energy Corp 1.875% due 05/15/17		175,000		178,623
Diamond Offshore Drilling Inc 5.150% due 09/01/14		284,000		307,320
Ensco PLC (United Kingdom) 3.250% due 03/15/16		500,000		533,977
Enterprise Products Operating LLC
1.250% due 08/13/15		125,000		126,328
5.600% due 10/15/14		316,000		345,446
6.375% due 02/01/13		100,000		101,739
Gazprom OAO Via Gaz Capital SA (Luxembourg) 4.950% due 05/23/16 ~		360,000		382,057
Kinder Morgan Energy Partners LP
3.500% due 03/01/16		85,000		91,213
5.125% due 11/15/14		140,000		152,122
Magellan Midstream Partners LP 6.450% due 06/01/14		225,000		242,769
Noble Corp (Cayman) 5.875% due 06/01/16		365,000		377,344
Noble Holding International Ltd (Cayman)
2.500% due 03/15/17		65,000		67,129
3.050% due 03/01/16		415,000		433,740
3.450% due 08/01/15		110,000		116,440
7.375% due 03/15/14		55,000		59,900
Occidental Petroleum Corp
1.450% due 12/13/13		500,000		505,894
1.750% due 02/15/17		305,000		316,182
Petrohawk Energy Corp
7.250% due 08/15/18		690,000		785,037
10.500% due 08/01/14		125,000		136,004
Phillips 66 1.950% due 03/05/15 ~		290,000		296,906
Regency Energy Partners LP 9.375% due 06/01/16		27,000		29,599
Rowan Cos Inc 5.000% due 09/01/17		120,000		132,542
Talisman Energy Inc (Canada) 5.125% due 05/15/15		455,000		492,907
Total Capital International SA (France) 0.750% due 01/25/16		610,000		611,736
TransCanada PipeLines Ltd (Canada) 0.875% due 03/02/15		120,000		121,191
Transocean Inc (Cayman)
2.500% due 10/15/17		250,000		251,741
5.050% due 12/15/16		130,000		145,436
5.250% due 03/15/13		708,000		722,117
Williams Partners LP 3.800% due 02/15/15		405,000		429,660
Woodside Finance Ltd (Australia) 4.500% due 11/10/14 ~		705,000		748,141
				11,815,115
Financials - 20.5%
ACE INA Holdings Inc 5.875% due 06/15/14		710,000		772,596
Aflac Inc 2.650% due 02/15/17		75,000		78,788
Ally Financial Inc
4.625% due 06/26/15		150,000		153,923
6.750% due 12/01/14		220,000		236,500
American Express Centurion Bank 5.550% due 10/17/12		250,000		250,501

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-23

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
American Express Credit Corp 5.125% due 08/25/14		$660,000		$714,327
American Honda Finance Corp 1.450% due 02/27/15 ~		650,000		660,785
American International Group Inc
3.000% due 03/20/15		175,000		181,333
4.250% due 09/15/14		810,000		856,245
Anglo American Capital PLC (United Kingdom) 2.150% due 09/27/13 ~		250,000		251,661
ANZ National International Ltd (New Zealand) 1.850% due 10/15/15 ~		830,000		839,969
Bank of America Corp 1.867% due 01/30/14 §		810,000		816,074
Barclays Bank PLC (United Kingdom) 5.200% due 07/10/14		1,000,000		1,067,963
BB&T Corp
1.600% due 08/15/17		245,000		249,746
5.700% due 04/30/14		350,000		377,298
Berkshire Hathaway Inc 2.200% due 08/15/16		630,000		662,724
Boston Properties LP 5.000% due 06/01/15		470,000		514,258
Capital One Financial Corp
2.125% due 07/15/14		135,000		137,819
2.150% due 03/23/15		480,000		492,460
7.375% due 05/23/14		275,000		302,799
Caterpillar Financial Services Corp 0.751% due 04/01/14 §		600,000		602,996
CIT Group Inc 4.750% due 02/15/15 ~		230,000		240,925
Citigroup Inc
0.722% due 11/05/14 §		240,000		236,397
1.391% due 04/01/14 §		344,000		343,771
Commonwealth Bank of Australia (Australia)
1.900% due 09/18/17		355,000		356,284
1.950% due 03/16/15		675,000		690,316
Daimler Finance North America LLC
0.972% due 03/28/14 ~ §		500,000		501,129
1.875% due 09/15/14 ~		190,000		193,051
DNB Bank ASA (Norway) 3.200% due 04/03/17 ~		785,000		820,885
Fifth Third Bancorp
3.625% due 01/25/16		85,000		91,780
6.250% due 05/01/13		425,000		438,818
Fifth Third Bank 0.545% due 05/17/13 §		250,000		249,714
Ford Motor Credit Co LLC
2.750% due 05/15/15		640,000		653,107
3.000% due 06/12/17		250,000		254,806
3.875% due 01/15/15		400,000		418,267
Franklin Resources Inc 1.375% due 09/15/17		170,000		171,164
General Electric Capital Corp
1.090% due 04/07/14 §		1,300,000		1,306,141
2.375% due 06/30/15		625,000		648,473
Harley-Davidson Financial Services Inc 1.150% due 09/15/15 ~		445,000		445,863
HSBC Finance Corp 0.705% due 01/15/14 §		100,000		99,397
HSBC USA Inc 2.375% due 02/13/15		785,000		808,575
Hyundai Capital America 1.625% due 10/02/15 ~		195,000		195,239
Hyundai Capital Services Inc (South Korea)
3.500% due 09/13/17 ~		200,000		209,417
4.375% due 07/27/16 ~		525,000		566,529
Intesa Sanpaolo SPA (Italy) 2.375% due 12/21/12		275,000		271,748

	Principal Amount		Value
JPMorgan Chase & Co
1.139% due 05/02/14 §		$515,000		$518,875
2.000% due 08/15/17		1,000,000		1,010,112
KeyBank NA 4.950% due 09/15/15		180,000		196,853
KeyCorp 3.750% due 08/13/15		325,000		350,786
Kilroy Realty LP 5.000% due 11/03/15		405,000		441,047
MassMutual Global Funding II 0.864% due 09/27/13 ~ §		450,000		452,325
MetLife Inc 2.375% due 02/06/14		125,000		127,958
Metropolitan Life Global Funding I
1.700% due 06/29/15 ~		860,000		877,793
5.125% due 06/10/14 ~		250,000		268,241
Morgan Stanley 2.052% due 01/24/14 §		1,425,000		1,430,233
National Australia Bank Ltd (Australia) 2.350% due 11/16/12 ~		325,000		325,774
National Rural Utilities Cooperative Finance Corp 1.000% due 02/02/15		80,000		80,976
New York Life Global Funding 2.450% due 07/14/16 ~		580,000		605,573
Nissan Motor Acceptance Corp 1.950% due 09/12/17 ~		605,000		611,218
Nordea Bank AB (Sweden) 2.125% due 01/14/14 ~ r		760,000		768,717
PACCAR Financial Corp 1.600% due 03/15/17		485,000		495,885
PNC Funding Corp 3.625% due 02/08/15		350,000		372,075
Principal Financial Group Inc 7.875% due 05/15/14		690,000		767,523
Principal Life Global Funding II 1.125% due 09/18/15 ~		560,000		561,497
Prudential Financial Inc
2.750% due 01/14/13		325,000		327,127
5.100% due 09/20/14		705,000		763,071
Regions Financial Corp 5.750% due 06/15/15		200,000		215,246
Royal Bank of Canada (Canada) 0.755% due 04/17/14 §		700,000		702,447
Royal Bank of Scotland Group PLC (United Kingdom) 2.550% due 09/18/15		415,000		420,292
Simon Property Group LP 4.200% due 02/01/15		515,000		548,742
SLM Corp 4.625% due 09/25/17		1,010,000		1,025,903
Societe Generale SA (France) 2.500% due 01/15/14 ~		225,000		226,620
Sumitomo Mitsui Banking Corp (Japan) 1.900% due 01/12/15 ~		705,000		719,055
Sun Life Financial Global Funding III LP 0.710% due 10/06/13 ~ §		775,000		769,690
The Bank of New York Mellon Corp 4.950% due 11/01/12		1,199,000		1,203,707
The Goldman Sachs Group Inc 1.439% due 02/07/14 §		1,410,000		1,409,750
The Toronto-Dominion Bank (Canada)
0.628% due 07/26/13 §		230,000		230,478
0.755% due 07/14/14 §		235,000		236,237
Toyota Motor Credit Corp 2.000% due 09/15/16		860,000		894,516
U.S. Bancorp 2.200% due 11/15/16		645,000		677,856
UBS AG (Switzerland) 1.447% due 01/28/14 §		400,000		401,754
Union Bank NA 2.125% due 06/16/17		435,000		445,660

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-24

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
Ventas Realty LP 3.125% due 11/30/15		$650,000		$677,927
Volkswagen International Finance NV (Netherlands) 1.625% due 03/22/15 ~		795,000		808,633
WEA Finance LLC
5.400% due 10/01/12 ~		375,000		375,000
5.750% due 09/02/15 ~		490,000		544,209
Wells Fargo & Co
1.250% due 02/13/15		700,000		708,817
2.100% due 05/08/17		615,000		637,107
Westpac Banking Corp (Australia) 1.125% due 09/25/15		785,000		787,112
				46,452,978
Health Care - 3.4%
Agilent Technologies Inc
2.500% due 07/15/13		220,000		222,998
6.500% due 11/01/17		470,000		575,908
Baxter International Inc 1.850% due 01/15/17		145,000		150,266
Boston Scientific Corp 4.500% due 01/15/15		990,000		1,059,105
Cardinal Health Inc
1.900% due 06/15/17		270,000		275,102
5.500% due 06/15/13		505,000		521,489
Celgene Corp 1.900% due 08/15/17		115,000		116,814
Express Scripts Holding Co
2.750% due 11/21/14 ~		615,000		638,970
3.125% due 05/15/16		350,000		373,619
6.250% due 06/15/14		100,000		108,984
Gilead Sciences Inc 2.400% due 12/01/14		570,000		589,735
Life Technologies Corp
3.375% due 03/01/13		500,000		504,088
4.400% due 03/01/15		225,000		239,053
Takeda Pharmaceutical Co Ltd (Japan) 1.031% due 03/17/15 ~		650,000		655,530
UnitedHealth Group Inc 1.875% due 11/15/16		155,000		160,316
Watson Pharmaceuticals Inc
1.875% due 10/01/17		385,000		389,840
5.000% due 08/15/14		365,000		391,852
WellPoint Inc
1.250% due 09/10/15		300,000		302,312
6.000% due 02/15/14		300,000		321,111
				7,597,092
Industrials - 1.8%
BAA Funding Ltd (United Kingdom) 2.500% due 06/25/17 ~		610,000		622,733
Casella Waste Systems Inc 11.000% due 07/15/14		125,000		132,656
CSX Corp 5.750% due 03/15/13		225,000		230,343
Delta Air Lines Inc 12.250% due 03/15/15 ~		125,000		136,250
ERAC USA Finance LLC
2.750% due 07/01/13 ~		915,000		928,180
2.750% due 03/15/17 ~		175,000		180,470
GATX Corp 3.500% due 07/15/16		360,000		371,829
John Deere Capital Corp 4.950% due 12/17/12		450,000		454,346
Roper Industries Inc 6.625% due 08/15/13		150,000		157,589
Southwest Airlines Co 5.250% due 10/01/14		315,000		338,376
United Air Lines Inc 9.875% due 08/01/13 ~		127,000		130,493

	Principal Amount		Value
Waste Management Inc
5.000% due 03/15/14		$150,000		$159,039
6.375% due 11/15/12		250,000		251,693
				4,093,997
Information Technology - 1.5%
Altera Corp 1.750% due 05/15/17		335,000		344,285
Broadcom Corp
1.500% due 11/01/13		150,000		151,755
2.375% due 11/01/15		200,000		209,788
Fiserv Inc 3.125% due 06/15/16		740,000		778,956
Hewlett-Packard Co
2.350% due 03/15/15		220,000		224,305
2.600% due 09/15/17		300,000		301,359
2.625% due 12/09/14		300,000		308,127
HP Enterprise Services LLC 6.000% due 08/01/13		375,000		390,952
Xerox Corp
1.257% due 05/16/14 §		400,000		399,598
2.950% due 03/15/17		70,000		72,418
5.650% due 05/15/13		275,000		283,506
				3,465,049
Materials - 2.0%
ArcelorMittal (Luxembourg) 5.375% due 06/01/13		375,000		384,639
Barrick Gold Corp (Canada) 1.750% due 05/30/14		330,000		335,038
Barrick Gold Financeco LLC 6.125% due 09/15/13		400,000		420,873
BHP Billiton Finance USA Ltd (Australia) 1.000% due 02/24/15		315,000		318,341
CRH America Inc 5.300% due 10/15/13		150,000		156,128
Eastman Chemical Co 2.400% due 06/01/17		230,000		240,532
Ecolab Inc 2.375% due 12/08/14		280,000		290,557
International Paper Co 5.300% due 04/01/15		295,000		322,247
Rio Tinto Finance USA Ltd (Australia) 8.950% due 05/01/14		640,000		721,274
Rock-Tenn Co 3.500% due 03/01/20 ~		495,000		506,028
Teck Resources Ltd (Canada) 2.500% due 02/01/18		140,000		140,820
The Dow Chemical Co 2.500% due 02/15/16		725,000		756,809
				4,593,286
Telecommunication Services - 4.0%
America Movil SAB de CV (Mexico)
2.375% due 09/08/16		275,000		287,591
3.625% due 03/30/15		200,000		213,847
American Tower Corp REIT 4.625% due 04/01/15		915,000		986,317
AT&T Inc
0.875% due 02/13/15		310,000		312,864
1.700% due 06/01/17		410,000		422,810
British Telecommunications PLC (United Kingdom)
1.504% due 12/20/13 §		255,000		256,755
5.150% due 01/15/13		350,000		354,579
CC Holdings GS V LLC 7.750% due 05/01/17 ~		195,000		209,138
Crown Castle Towers LLC 4.523% due 01/15/15 ~		550,000		584,965
Digicel Ltd (Bermuda) 12.000% due 04/01/14 ~		125,000		140,000

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-25

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
GTP Acquisition Partners I LLC 4.347% due 06/15/41 ~		$190,000		$201,055
Rogers Communications Inc (Canada) 6.375% due 03/01/14		1,000,000		1,079,967
SBA Tower Trust 2.933% due 12/15/42 ~		715,000		739,316
Telecom Italia Capital SA (Luxembourg) 5.250% due 11/15/13		565,000		584,069
Telefonica Emisiones SAU (Spain)
2.582% due 04/26/13		280,000		281,050
5.855% due 02/04/13		450,000		456,750
Verizon Virginia Inc 4.625% due 03/15/13		790,000		804,624
Vivendi SA (France) 2.400% due 04/10/15 ~		305,000		309,238
Vodafone Group PLC (United Kingdom) 1.250% due 09/26/17		780,000		782,181
				9,007,116
Utilities - 3.7%
Abu Dhabi National Energy Co (United Arab Emirates) 5.620% due 10/25/12 ~		450,000		450,563
CenterPoint Energy Resources Corp 7.875% due 04/01/13		75,000		77,575
CMS Energy Corp 2.750% due 05/15/14		375,000		382,306
Commonwealth Edison Co
1.625% due 01/15/14		450,000		456,113
1.950% due 09/01/16		120,000		124,446
Dominion Resources Inc
1.400% due 09/15/17		645,000		647,710
1.800% due 03/15/14		325,000		330,522
1.950% due 08/15/16		165,000		170,726
Duke Energy Corp
1.625% due 08/15/17		220,000		220,955
2.150% due 11/15/16		460,000		475,958
Enel Finance International NV (Netherlands)
3.875% due 10/07/14 ~		145,000		149,159
5.700% due 01/15/13 ~		250,000		252,187
Florida Gas Transmission Co LLC 4.000% due 07/15/15 ~		165,000		173,278
Georgia Power Co 1.300% due 09/15/13		325,000		327,752
Great Plains Energy Inc 2.750% due 08/15/13		225,000		228,180
Iberdrola Finance Ireland Ltd (Ireland) 3.800% due 09/11/14 ~		275,000		280,104
Korea Hydro & Nuclear Power Co Ltd (South Korea) 3.125% due 09/16/15 ~		275,000		288,254
MidAmerican Energy Holdings Co 5.000% due 02/15/14		250,000		264,379
Mississippi Power Co 2.350% due 10/15/16		120,000		125,746
NextEra Energy Capital Holdings Inc 1.200% due 06/01/15		185,000		186,296
Nisource Finance Corp
5.400% due 07/15/14		260,000		278,865
6.150% due 03/01/13		334,000		341,108
PacifiCorp 5.450% due 09/15/13		200,000		208,947
Progress Energy Inc 6.050% due 03/15/14		150,000		161,078
PSEG Power LLC 2.750% due 09/15/16		130,000		135,284
Sempra Energy 1.149% due 03/15/14 §		450,000		452,147
Sierra Pacific Power Co 5.450% due 09/01/13		242,000		252,633
Southern Co 1.950% due 09/01/16		145,000		149,807

	Principal Amount		Value
Veolia Environnement SA (France) 5.250% due 06/03/13		$250,000		$256,223
Wisconsin Electric Power Co 6.000% due 04/01/14		375,000		405,311
				8,253,612
Total Corporate Bonds & Notes (Cost $106,822,736)				108,503,741
MORTGAGE-BACKED SECURITIES - 23.9%
Collateralized Mortgage Obligations - Commercial - 4.3%
Banc of America Commercial Mortgage Trust 5.634% due 07/10/46 "		930,000		1,074,847
Banc of America Merrill Lynch Commercial Mortgage Inc 4.668% due 07/10/43 "		175,000		192,347
Bear Stearns Commercial Mortgage Securities
4.674% due 06/11/41 "		150,000		164,023
4.715% due 02/11/41 "		635,000		660,818
4.978% due 07/11/42 " §		625,000		666,936
5.116% due 02/11/41 " §		260,000		284,310
5.200% due 01/12/41 " §		625,000		657,339
Citigroup Commercial Mortgage Trust 5.534% due 04/15/40 " §		305,000		324,683
Commercial Mortgage Pass-Through Certificates
1.156% due 12/10/44 "		81,233		82,135
5.167% due 06/10/44 " §		70,000		76,194
5.525% due 07/10/37 " §		100,000		106,953
Credit Suisse First Boston Mortgage Securities Corp 4.940% due 12/15/35 "		40,842		40,845
DBUBS Mortgage Trust 2.238% due 08/10/44 "		137,585		141,447
Greenwich Capital Commercial Funding Corp 6.065% due 07/10/38 " §		145,000		168,488
GS Mortgage Securities Corp II 5.553% due 04/10/38 " §		320,000		364,282
JP Morgan Chase Commercial Mortgage Securities Corp 1.031% due 05/15/45 "		60,543		61,131
4.719% due 01/15/38 "		330,000		342,469
4.996% due 08/15/42 " §		400,000		437,437
5.546% due 06/12/41 " §		620,000		660,690
LB-UBS Commercial Mortgage Trust
4.954% due 09/15/30 "		75,000		82,826
6.064% due 06/15/38 " §		915,000		1,061,157
Merrill Lynch Countrywide Commercial Mortgage Trust 6.091% due 06/12/46 " §		645,000		748,726
Morgan Stanley Capital I
5.270% due 06/13/41 " §		620,000		660,831
5.731% due 07/12/44 " §		350,000		405,313
WF-RBS Commercial Mortgage Trust 1.607% due 06/15/44 " ~		267,051		271,958
				9,738,185
Collateralized Mortgage Obligations - Residential - 4.0%
Fannie Mae
0.667% due 07/25/42 " §		938,684		945,051
5.000% due 08/25/19 "		446,917		480,378
Fosse Master Issuer PLC (United Kingdom)
1.855% due 10/18/54 " § ~		424,673		433,522
Freddie Mac
0.671% due 05/15/36 " §		66,515		67,200
0.721% due 08/15/41 " §		449,658		454,630
0.721% due 07/15/42 " §		1,063,192		1,073,223
Government National Mortgage Association 0.671% due 07/16/42 " §		2,494,965		2,521,343
Holmes Master Issuer PLC 2.105% due 10/15/54 " § ~		775,000		796,447

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-26

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
NCUA Guaranteed Notes
0.599% due 03/06/20 " §		$321,948		$322,270
0.599% due 04/06/20 " §		302,559		304,052
0.599% due 05/07/20 " §		275,453		276,055
0.628% due 03/11/20 " §		380,692		382,989
Silverstone Master Issuer PLC (United Kingdom)
2.003% due 01/21/55 " § ~		525,000		541,487
2.003% due 01/21/55 " § ~		150,000		152,637
Structured Adjustable Rate Mortgage Loan Trust 2.839% due 11/25/34 " §		278,067		276,952
				9,028,236
Fannie Mae - 13.2%
2.310% due 01/01/35 " §		1,167,661		1,252,979
2.348% due 09/01/34 " §		847,913		904,037
2.485% due 11/01/34 " §		629,436		682,655
2.586% due 09/01/35 " §		999,112		1,077,174
3.000% due 09/01/27 "		1,881,886		1,999,546
3.500% due 01/01/26 - 01/01/27 "		3,827,163		4,076,868
4.000% due 07/01/25 - 09/01/26 "		3,633,460		3,890,206
4.500% due 04/01/24 - 09/01/25 "		4,049,088		4,376,988
5.000% due 07/01/19 - 07/01/41 "		3,636,100		3,968,481
5.500% due 01/01/35 - 12/01/39 "		6,400,165		7,040,003
6.000% due 11/01/35 "		477,238		531,865
				29,800,802
Freddie Mac - 1.8%
4.500% due 11/01/23 "		2,610,022		2,800,792
5.000% due 11/01/16 - 04/01/18 "		128,034		137,720
5.500% due 01/01/20 - 12/01/39 "		1,095,781		1,195,431
				4,133,943
Government National Mortgage Association - 0.6%
3.000% due 09/20/27 "		1,340,000		1,441,158
Total Mortgage-Backed Securities (Cost $53,572,692)				54,142,324
ASSET-BACKED SECURITIES - 10.4%
Ally Auto Receivables Trust 0.930% due 02/15/16 "		155,000		156,346
Ally Master Owner Trust
1.210% due 06/15/17 "		1,060,000		1,066,185
2.150% due 01/15/16 "		385,000		392,036
American Express Credit Account Master Trust
0.391% due 04/17/17 " §		315,000		315,776
0.990% due 03/15/18 "		440,000		441,682
1.290% due 03/15/18 " ~		500,000		501,222
AmeriCredit Automobile Receivables Trust
1.050% due 10/11/16 "		270,000		272,554
1.170% due 05/09/16 "		345,000		348,035
1.730% due 02/08/17 "		200,000		202,715
2.330% due 03/08/16 "		240,000		244,178
Bank of America Auto Trust 0.780% due 06/15/16 "		560,000		563,365
BMW Vehicle Owner Trust 0.760% due 08/25/15 "		255,000		256,093
Capital Auto Receivables Asset Trust
8.250% due 01/15/15 " ~		90,000		94,478
8.250% due 01/15/15 " ~		275,000		288,466
CarMax Auto Owner Trust
0.890% due 09/15/16 "		380,000		382,945
0.910% due 12/15/15 "		330,000		331,777
CIT Equipment Collateral 1.100% due 08/22/16 " ~		245,000		245,857
CitiFinancial Auto Issuance Trust 3.150% due 08/15/16 " ~		410,000		413,404

	Principal Amount		Value
CNH Equipment Trust
0.570% due 12/15/17 "		$820,000		$819,933
0.910% due 03/15/15 "		300,000		301,230
0.940% due 05/15/17 "		150,000		151,372
1.030% due 11/17/14 "		16,447		16,481
5.170% due 10/15/14 "		43,866		43,964
Ford Credit Auto Lease Trust
0.850% due 01/15/15 "		210,000		210,988
1.100% due 12/15/15 " ~		100,000		99,991
1.500% due 03/15/17 " ~		125,000		124,974
Ford Credit Auto Owner Trust
0.580% due 12/15/16 "		425,000		426,726
1.350% due 12/15/16 "		435,000		442,490
1.510% due 01/15/14 "		35,254		35,285
4.050% due 10/15/16 "		100,000		105,204
6.070% due 05/15/14 "		96,059		97,488
Ford Credit Floorplan Master Owner Trust
0.740% due 09/15/16		555,000		555,665
4.200% due 02/15/17 " ~		365,000		393,368
4.990% due 02/15/17 " ~		260,000		278,306
GE Capital Credit Card Master Note Trust 1.030% due 01/16/18 "		535,000		540,754
GE Dealer Floorplan Master Note Trust 0.819% due 07/20/16 " §		270,000		271,124
GE Equipment Midticket LLC 0.780% due 09/22/20 "		410,000		409,932
GE Equipment Small Ticket LLC 1.040% due 09/21/15 " ~		135,000		135,737
Honda Auto Receivables Owner Trust
0.560% due 05/15/16 "		1,030,000		1,034,355
0.770% due 01/15/16 "		725,000		730,059
Huntington Auto Trust
0.810% due 09/15/16 "		470,000		472,707
1.010% due 01/15/16 " ~		240,000		241,457
Hyundai Auto Receivables Trust
0.720% due 03/15/16 "		205,000		206,093
0.810% due 03/15/18 "		840,000		848,269
John Deere Owner Trust 1.320% due 05/15/14 "		19,915		19,949
Mercedes-Benz Auto Lease Trust
0.880% due 11/17/14 "		220,000		220,777
1.070% due 11/15/17 "		180,000		180,801
Mercedes-Benz Auto Receivables Trust 1.220% due 12/15/17 "		680,000		688,719
Motor PLC (United Kingdom) 1.286% due 02/25/20 " ~		250,000		250,384
Nissan Auto Lease Trust
0.920% due 02/16/15 "		375,000		377,774
1.040% due 08/15/14 "		680,000		683,885
Nissan Auto Receivables Owner Trust
0.460% due 10/17/16 "		555,000		555,928
0.730% due 05/16/16 "		505,000		507,980
SMART Trust (Australia)
1.040% due 09/14/14 " ~		275,000		275,574
1.500% due 05/14/16 " ~		215,000		216,075
1.540% due 03/14/15 " ~		100,000		100,632
1.590% due 10/14/16 " ~		505,000		508,494
Toyota Auto Receivables Owner Trust 0.750% due 02/16/16 "		790,000		794,231
Volkswagen Auto Loan Enhanced Trust 0.850% due 08/22/16 "		245,000		246,725
Wheels SPV LLC 1.190% due 03/20/21 " ~		285,000		285,911
World Financial Network Credit Card Master Trust
0.351% due 02/15/17 " § ~		1,100,000		1,099,754
World Omni Auto Receivables Trust
0.640% due 02/15/17 "		865,000		869,726
5.120% due 05/15/14 "		127,951		129,544
Total Asset-Backed Securities (Cost $23,417,218)				23,523,929

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-27

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
U.S. GOVERNMENT AGENCY ISSUES - 5.2%
Fannie Mae
0.500% due 07/02/15		$400,000		$401,525
0.750% due 12/19/14		1,055,000		1,065,568
0.875% due 08/28/14		990,000		1,001,646
0.875% due 08/28/17		2,075,000		2,087,954
0.875% due 10/26/17		840,000		845,269
1.000% due 09/23/13		525,000		529,075
Federal Home Loan Bank 0.500% due 11/20/15		3,125,000		3,135,213
Freddie Mac
0.500% due 04/17/15		730,000		733,143
0.750% due 11/25/14		700,000		706,988
0.875% due 10/28/13		1,325,000		1,334,720
Total U.S. Government Agency Issues (Cost $11,777,258)				11,841,101
U.S. TREASURY OBLIGATIONS - 7.1%
U.S. Treasury Inflation Protected Securities - 3.5%
0.500% due 04/15/15 ^		1,168,250		1,228,214
1.875% due 07/15/13 ^		6,493,081		6,688,380
				7,916,594
U.S. Treasury Notes - 3.6%
0.250% due 05/31/14		6,000,000		6,003,048
1.000% due 10/31/16		1,910,000		1,950,885
1.500% due 07/31/16		275,000		286,129
				8,240,062
Total U.S. Treasury Obligations (Cost $16,072,488)				16,156,656
MUNICIPAL BONDS - 0.3%
Florida Hurricane Catastrophe Fund Finance Corp ‘A’ 1.001% due 10/15/12 §		690,000		690,035
Total Municipal Bonds (Cost $690,000)				690,035

	Shares		Value
SHORT-TERM INVESTMENT - 4.8%
Money Market Fund - 4.8%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		10,977,589		$10,977,589
Total Short-Term Investment (Cost $10,977,589)				10,977,589
TOTAL INVESTMENTS - 99.6% (Cost $223,329,981)				225,835,375
OTHER ASSETS & LIABILITIES, NET - 0.4%				948,355
NET ASSETS - 100.0%				$226,783,730

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Corporate Bonds & Notes	47.9%
Mortgage-Backed Securities	23.9%
Asset-Backed Securities	10.4%
U.S. Treasury Obligations	7.1%
U.S. Government Agency Issues	5.2%
Short-Term Investment	4.8%
Municipal Bonds	0.3%
	99.6%
Other Assets & Liabilities, Net	0.4%
	100.0%

(b) As of September 30, 2012, the fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were are follows:

AAA	9.9%
AA / U.S. Government & Agency Issue	39.8%
A	19.4%
BBB	21.7%
BB	2.5%
B	0.3%
Not Rated	6.4%
	100.0%

(c) As of September 30, 2012, 0.3% of the fund’s net assets were reported illiquid by the advisor 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 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$108,503,741		$—		$108,503,741		$—
	Mortgage-Backed Securities		54,142,324		—		53,437,065		705,259
	Asset-Backed Securities		23,523,929		—		23,307,854		216,075
	U.S. Government Agency Issues		11,841,101		—		11,841,101		—
	U.S. Treasury Obligations		16,156,656		—		16,156,656		—
	Municipal Bonds		690,035		—		690,035		—
	Short-Term Investment		10,977,589		10,977,589		—		—
	Total Assets		$225,835,375		$10,977,589		$213,936,452		$921,334

During the six-month period ended September 30, 2012, an investment with a value of $382,989 was transferred from level 2 to level 3 due to the valuation being updated from an evaluated vendor price to a single broker quoted vendor price.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-28

PACIFIC LIFE FUNDS

PL SHORT DURATION BOND FUND

Schedule of Investments (Continued)

September 30, 2012 (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 3D in Notes to Financial Statements) for the six-month period ended September 30, 2012:

	Mortgage-Backed Securities			Asset-Backed Securities		Total
Value, Beginning of Period		$377,017			$—		$377,017
Purchases		—			214,748		214,748
Sales (including paydowns)		(54,683	)		—		(54,683	)
Accrued Discount (Premiums)		—			—		—
Net Realized Gains (Losses)		(620	)		—		(620	)
Change in Net Unrealized Appreciation		556			1,327		1,883
Transfers In		382,989			—		382,989
Transfers Out		—			—		—
Value, End of Period		$705,259			$216,075		$921,334
Change in Net Unrealized Appreciation on Level 3 Investments Held at the End of Period, If Applicable		$556			$1,327		$1,883

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-29

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Principal Amount		Value
CORPORATE BONDS & NOTES - 38.8%
Austria - 0.2%
OGX Austria GmbH 8.375% due 04/01/22 ~		$200,000		$174,500
Azerbaijan - 0.2%
State Oil Co of The Azerbaijan Republic 5.450% due 02/09/17 ~		200,000		214,956
Barbados - 0.7%
Columbus International Inc 11.500% due 11/20/14 ~		500,000		560,000
Bermuda - 2.2%
Central European Media Enterprises Ltd 2.602% due 05/15/14 § ~		EUR 70,000		90,178
11.625% due 09/15/16 ~		250,000		336,522
China Oriental Group Co Ltd 7.000% due 11/17/17 ~		$200,000		174,000
8.000% due 08/18/15 ~		200,000		196,000
Digicel Group Ltd 8.250% due 09/30/20 ~ r		300,000		316,500
10.500% due 04/15/18 ~		100,000		109,750
Digicel Ltd 7.000% due 02/15/20 ~		200,000		206,000
Qtel International Finance Ltd 7.875% due 06/10/19 ~		360,000		466,200
				1,895,150
Cayman Islands - 6.4%
Agile Property Holdings Ltd 8.875% due 04/28/17 ~		100,000		101,750
9.875% due 03/20/17 ~		200,000		209,000
Central China Real Estate Ltd 12.250% due 10/20/15 ~		100,000		109,500
China Shanshui Cement Group Ltd 10.500% due 04/27/17 ~		200,000		212,000
Country Garden Holdings Co Ltd 11.125% due 02/23/18 ~		200,000		219,500
11.250% due 04/22/17 ~		300,000		330,000
Dar Al-Arkan International Sukuk Co II 10.750% due 02/18/15 ~		300,000		321,375
DP World Sukuk Ltd 6.250% due 07/02/17 ~		100,000		109,350
Dubai DOF Sukuk Ltd 6.396% due 11/03/14		110,000		118,360
Dubai Holding Commercial Operations MTN Ltd 4.750% due 01/30/14		EUR 350,000		431,777
6.000% due 02/01/17		GBP 150,000		224,660
Emaar Sukuk Ltd 6.400% due 07/18/19 ~		$200,000		212,300
8.500% due 08/03/16		200,000		224,500
Evergrande Real Estate Group Ltd 7.500% due 01/19/14 ~		CNY 1,000,000		150,632
9.250% due 01/19/16 ~		1,400,000		198,071
13.000% due 01/27/15 ~		$400,000		408,500
Fibria Overseas Finance Ltd 6.750% due 03/03/21 ~		200,000		215,500
Hidili Industry International Development Ltd 8.625% due 11/04/15 ~		200,000		159,000
JBS Finance II Ltd 8.250% due 01/29/18 ~		500,000		515,000
Kuwait Projects Co 9.375% due 07/15/20		200,000		237,000

	Principal Amount		Value
Longfor Properties Co Ltd 9.500% due 04/07/16 ~		$200,000		$216,000
Marfrig Overseas Ltd 9.500% due 05/04/20 ~		200,000		166,300
Mongolian Mining Corp 8.875% due 03/29/17 ~		200,000		203,500
Nile Finance Ltd 5.250% due 08/05/15 ~		120,000		121,200
Shimao Property Holdings Ltd 9.650% due 08/03/17		100,000		104,904
				5,519,679
Chile - 1.1%
Banco del Estado de Chile 4.125% due 10/07/20 ~		120,000		130,800
Corp Nacional del Cobre de Chile 3.750% due 11/04/20 ~		130,000		141,152
7.500% due 01/15/19 ~		180,000		234,332
Empresa Nacional del Petroleo 5.250% due 08/10/20 ~		100,000		109,785
6.250% due 07/08/19 ~		130,000		150,595
Inversiones Alsacia SA 8.000% due 08/18/18 ~		140,334		144,174
				910,838
Colombia - 0.1%
Ecopetrol SA 7.625% due 07/23/19		80,000		102,800
El Salvador - 0.1%
Telemovil Finance Co Ltd 8.000% due 10/01/17 ~		100,000		106,310
Georgia - 0.3%
Georgian Railway JSC 7.750% due 07/11/22 ~		200,000		222,000
Hong Kong - 0.8%
Bank of China Hong Kong Ltd 5.550% due 02/11/20 ~		300,000		336,628
Fosun International Ltd 7.500% due 05/12/16 ~		200,000		198,000
Industrial & Commercial Bank of China Asia Ltd 5.125% due 11/30/20 ~		150,000		165,278
				699,906
Indonesia - 0.3%
P.T. Pertamina Persero 6.000% due 05/03/42 ~		200,000		218,060
Ireland - 1.3%
Alfa Bank OSJC 7.500% due 09/26/19 ~ r		200,000		201,268
Metalloinvest Finance Ltd 6.500% due 07/21/16 ~		200,000		204,000
MTS International Funding Ltd 8.625% due 06/22/20 ~		400,000		488,480
VEB-Leasing 5.125% due 05/27/16 ~		200,000		208,760
				1,102,508
Kazakhstan - 2.9%
ATF Bank JSC 9.000% due 05/11/16 ~		100,000		99,225
Development Bank of Kazakhstan JSC 5.500% due 12/20/15 ~		200,000		218,000

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-30

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
Halyk Savings Bank of Kazakhstan JSC 7.250% due 05/03/17 ~		$200,000		$208,750
Kazkommertsbank JSC 7.500% due 11/29/16 ~		200,000		175,750
8.000% due 11/03/15 ~		300,000		282,000
KazMunayGas National Co 6.375% due 04/09/21 ~		280,000		337,571
7.000% due 05/05/20 ~		240,000		295,800
8.375% due 07/02/13 ~		290,000		304,456
9.125% due 07/02/18 ~		100,000		129,799
11.750% due 01/23/15 ~		170,000		205,943
Zhaikmunai LLP 10.500% due 10/19/15 ~		200,000		213,760
				2,471,054
Luxembourg - 3.6%
Evraz Group SA 6.750% due 04/27/18 ~		500,000		497,500
9.500% due 04/24/18 ~		100,000		113,017
MHP SA 10.250% due 04/29/15 ~		400,000		408,000
Minerva Luxembourg SA 12.250% due 02/10/22 ~		300,000		347,610
Russian Standard Bank 9.250% due 07/11/17 ~		200,000		205,100
Sberbank of Russia 6.125% due 02/07/22 ~		200,000		221,500
Severstal OAO 6.250% due 07/26/16 ~		200,000		210,050
6.700% due 10/25/17 ~		200,000		214,778
TMK OAO 7.750% due 01/27/18 ~		500,000		512,500
VTB Bank OJSC 6.000% due 04/12/17 ~		200,000		209,500
6.875% due 05/29/18 ~		130,000		140,244
				3,079,799
Malaysia - 0.7%
Axiata SPV1 Labuan Ltd 5.375% due 04/28/20		100,000		112,599
MMI International Ltd 8.000% due 03/01/17 ~		200,000		209,000
Petronas Capital Ltd 5.250% due 08/12/19 ~		150,000		178,099
7.875% due 05/22/22 ~		100,000		143,232
				642,930
Mexico - 2.1%
Cemex SAB de CV 9.000% due 01/11/18 ~		300,000		301,500
Comision Federal de Electricidad 5.750% due 02/14/42 ~		200,000		224,500
Corp GEO SAB de CV 9.250% due 06/30/20 ~		200,000		208,000
Desarrolladora Homex SAB de CV 9.500% due 12/11/19 ~		100,000		103,000
9.750% due 03/25/20 ~		100,000		102,500
Petroleos Mexicanos 5.500% due 06/27/44		70,000		77,175
6.000% due 03/05/20		80,000		96,000
6.500% due 06/02/41		230,000		287,845
8.000% due 05/03/19		130,000		170,755
Urbi Desarrollos Urbanos SAB de CV 9.500% due 01/21/20 ~		100,000		89,000
9.750% due 02/03/22 ~		200,000		176,500
				1,836,775

	Principal Amount		Value
Netherlands - 3.5%
DTEK Finance BV 9.500% due 04/28/15 ~		$200,000		$201,000
Kazakhstan Temir Zholy Finance BV 6.375% due 10/06/20 ~		220,000		264,794
Kazkommerts International BV 7.875% due 04/07/14 ~		100,000		99,500
Lukoil International Finance BV 6.656% due 06/07/22 ~		100,000		120,523
Majapahit Holding BV 7.750% due 10/17/16 ~		170,000		202,088
7.750% due 01/20/20 ~		120,000		151,500
8.000% due 08/07/19 ~		130,000		164,775
Marfrig Holding Europe BV 8.375% due 05/09/18 ~		200,000		164,000
Metinvest BV 8.750% due 02/14/18 ~		500,000		478,750
10.250% due 05/20/15 ~		100,000		101,250
OSX 3 Leasing BV 9.250% due 03/20/15 ~		100,000		104,080
Polish Television Holding BV 11.250% due 05/15/17 ~		EUR 100,000		134,288
VimpelCom Holdings BV 7.504% due 03/01/22 ~		$700,000		735,875
WPE International Cooperatief UA 10.375% due 09/30/20 ~		100,000		86,000
				3,008,423
Peru - 0.2%
CFG Investment SAC 9.750% due 07/30/19 ~ r		200,000		160,000
Philippines - 0.7%
Development Bank of Philippines 5.500% due 03/25/21		200,000		223,853
Power Sector Assets & Liabilities Management Corp 7.390% due 12/02/24 ~		260,000		362,700
				586,553
Singapore - 0.4%
Berau Capital Resources Pte Ltd 12.500% due 07/08/15 ~		100,000		107,000
Yanlord Land Group Ltd 10.625% due 03/29/18 ~		200,000		209,500
				316,500
South Africa - 1.3%
African Bank Ltd 8.125% due 02/24/17 ~		200,000		216,000
Edcon Holdings Proprietary Ltd 5.752% due 06/15/15 § ~		EUR 100,000		110,514
Edcon Proprietary Ltd 3.502% due 06/15/14 § ~		400,000		480,609
Foodcorp Proprietary Ltd 8.750% due 03/01/18 ~		200,000		270,824
				1,077,947
Spain - 0.4%
Cemex Espana Luxembourg 9.250% due 05/12/20 ~		$100,000		100,770
9.250% due 05/12/20 ~		200,000		201,540
				302,310
Sri Lanka - 0.2%
Bank of Ceylon 6.875% due 05/03/17 ~		200,000		214,500

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-31

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
Sweden - 0.9%
Eileme 2 AB 11.625% due 01/31/20 ~		$200,000		$225,500
11.750% due 01/31/20 ~		EUR 200,000		285,281
TVN Finance Corp II AB 10.750% due 11/15/17 ~		200,000		276,286
				787,067
Turkey - 0.3%
Export Credit Bank of Turkey 5.375% due 11/04/16 ~		$200,000		215,500
Ukraine - 0.4%
National JSC Naftogaz of Ukraine 9.500% due 09/30/14		340,000		347,242
United Arab Emirates - 1.8%
Dolphin Energy Ltd 5.888% due 06/15/19 ~		144,072		163,882
DP World Ltd 6.850% due 07/02/37 ~		400,000		433,000
Dubai Electricity & Water Authority 7.375% due 10/21/20 ~		240,000		281,760
8.500% due 04/22/15 ~		380,000		429,400
Emirates Airline 5.125% due 06/08/16 ~		200,000		208,150
				1,516,192
United Kingdom - 4.1%
Afren PLC 10.250% due 04/08/19 ~		200,000		228,500
11.500% due 02/01/16 ~		200,000		229,444
Atlantic Finance Ltd 10.750% due 05/27/14 § ~		400,000		441,400
CNPC HK Overseas Capital Ltd 5.950% due 04/28/41 ~		200,000		256,287
Export-Import Bank of Ukraine 6.800% due 10/04/12		100,000		100,275
Ferrexpo Finance PLC 7.875% due 04/07/16 ~		300,000		285,000
Franshion Development Ltd 6.750% due 04/15/21 ~		200,000		207,400
Oschadbank 8.250% due 03/10/16		290,000		279,850
Privatbank CJSC 9.375% due 09/23/15		150,000		142,500
Sinochem Overseas Capital Co Ltd 4.500% due 11/12/20 ~		300,000		320,613
6.300% due 11/12/40 ~		100,000		116,637
Sinopec Group Overseas Development 2012 Ltd 3.900% due 05/17/22 ~		200,000		214,803
Star Energy Geothermal Wayang Windu Ltd 11.500% due 02/12/15 ~		200,000		217,000
Ukreximbank 8.375% due 04/27/15 ~		320,000		310,000
Vedanta Resources PLC 8.250% due 06/07/21 ~		200,000		196,000
				3,545,709
United States - 1.0%
CEDC Finance Corp International Inc 8.875% due 12/01/16 ~		EUR 150,000		133,484
Cemex Finance LLC 9.500% due 12/14/16 ~		$100,000		103,750
NII Capital Corp 7.625% due 04/01/21		300,000		240,000

	Principal Amount		Value
Pemex Project Funding Master Trust 5.750% due 03/01/18		$100,000		$117,625
Reliance Holdings USA Co 6.250% due 10/19/40 ~		250,000		281,652
				876,511
Venezuela - 0.6%
Petroleos de Venezuela SA 5.250% due 04/12/17 ~		150,000		119,250
5.375% due 04/12/27		340,000		211,650
5.500% due 04/12/37 ~		140,000		85,400
12.750% due 02/17/22 ~		110,000		112,750
				529,050
Total Corporate Bonds & Notes (Cost $31,989,591)				33,240,769
FOREIGN GOVERNMENT BONDS & NOTES - 56.8%
Argentina - 1.5%
Republic of Argentina 7.000% due 10/03/15		480,000		440,400
8.280% due 12/31/33		904,868		708,228
8.750% due 06/02/17		100,000		98,000
				1,246,628
Belarus - 1.0%
Republic of Belarus 8.750% due 08/03/15 ~		310,000		308,062
8.950% due 01/26/18 ~		580,000		571,880
				879,942
Brazil - 8.6%
Banco Nacional de Desenvolvimento Economico e Social 5.500% due 07/12/20 ~		100,000		119,000
6.500% due 06/10/19 ~		270,000		334,125
Brazil Notas do Tesouro Nacional ‘B’ 6.000% due 05/15/15 ^		BRL 600,000		713,052
6.000% due 08/15/16 ^		950,000		1,136,222
6.000% due 08/15/20 ^		820,000		1,028,002
Federative Republic of Brazil 2.625% due 01/05/23		$200,000		200,300
4.875% due 01/22/21		600,000		720,000
5.625% due 01/07/41		640,000		822,400
5.875% due 01/15/19		190,000		237,500
6.000% due 01/17/17		70,000		83,737
7.125% due 01/20/37		460,000		695,750
8.250% due 01/20/34		360,000		596,700
8.875% due 04/15/24		130,000		210,925
10.125% due 05/15/27		260,000		471,510
				7,369,223
Chile - 0.1%
Republic of Chile
3.250% due 09/14/21		100,000		108,750
Colombia - 2.5%
Republic of Columbia 4.375% due 07/12/21		200,000		230,390
6.125% due 01/18/41		270,000		367,200
7.375% due 01/27/17		160,000		199,520
7.375% due 03/18/19		240,000		318,600
7.375% due 09/18/37		140,000		215,950
8.125% due 05/21/24		320,000		479,200
10.375% due 01/28/33		20,000		36,750
11.750% due 02/25/20		200,000		326,500
				2,174,110

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-32

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
Croatia - 1.2%
Republic of Croatia 6.250% due 04/27/17 ~		$200,000		$217,000
6.375% due 03/24/21 ~		240,000		267,396
6.625% due 07/14/20 ~		300,000		337,800
6.750% due 11/05/19 ~		200,000		226,500
				1,048,696
Dominican Republic - 0.4%
Dominican Republic 7.500% due 05/06/21 ~		270,000		306,450
Ecuador - 0.1%
Republic of Ecuador 9.375% due 12/15/15 ~		100,000		104,000
Egypt - 0.2%
Arab Republic of Egypt 5.750% due 04/29/20 ~		100,000		101,125
6.875% due 04/30/40 ~		100,000		99,250
				200,375
El Salvador - 0.7%
Republic of El Salvador 7.625% due 02/01/41 ~		180,000		201,600
7.650% due 06/15/35 ~		270,000		303,075
8.250% due 04/10/32 ~		40,000		47,700
				552,375
Ghana - 0.2%
Republic of Ghana 8.500% due 10/04/17 ~		130,000		153,400
Hungary - 1.1%
Republic of Hungary 6.250% due 01/29/20		270,000		294,268
6.375% due 03/29/21		304,000		332,515
7.625% due 03/29/41		290,000		329,150
				955,933
Indonesia - 3.1%
Republic of Indonesia 4.875% due 05/05/21 ~		310,000		356,113
5.875% due 03/13/20 ~		190,000		229,900
6.625% due 02/17/37 ~		100,000		133,250
6.875% due 01/17/18 ~		320,000		393,200
7.500% due 01/15/16 ~		250,000		295,000
7.750% due 01/17/38 ~		190,000		284,525
8.500% due 10/12/35 ~		340,000		541,450
10.375% due 05/04/14 ~		100,000		114,000
11.625% due 03/04/19 ~		170,000		260,525
				2,607,963
Iraq - 1.0%
Republic of Iraq 5.800% due 01/15/28 ~		930,000		860,250
Ireland - 1.3%
Vnesheconombank 5.450% due 11/22/17 ~		150,000		163,539
6.800% due 11/22/25 ~		280,000		330,425
6.902% due 07/09/20 ~		510,000		603,809
				1,097,773

	Principal Amount		Value
Ivory Coast - 1.0%
Ivory Coast 3.750% due 12/31/32 § ~ W		$1,030,000		$893,525
Jordan - 0.4%
Kingdom of Jordan 3.875% due 11/12/15 ~		310,000		303,800
Kazakhstan - 0.2%
Kazatomprom Natsionalnaya Atomnaya Kompaniya AO 6.250% due 05/20/15 ~		190,000		208,050
Lebanon - 1.2%
Lebanese Republic 5.150% due 11/12/18		50,000		49,750
6.100% due 10/04/22 ~		400,000		406,000
6.375% due 03/09/20		240,000		250,800
6.600% due 11/27/26		170,000		174,675
8.250% due 04/12/21 ~		90,000		104,625
8.500% due 01/19/16 ~		30,000		33,450
				1,019,300
Lithuania - 1.9%
Republic of Lithuania 5.125% due 09/14/17 ~		120,000		134,250
6.125% due 03/09/21 ~		280,000		335,300
6.625% due 02/01/22 ~		400,000		497,500
7.375% due 02/11/20 ~		520,000		663,000
				1,630,050
Malaysia - 0.3%
Wakala Global Sukuk Bhd 4.646% due 07/06/21 ~		250,000		289,793
Mexico - 5.1%
Mexican Bonos 7.750% due 05/29/31		MXN 2,500,000		226,051
8.500% due 05/31/29		6,100,000		595,256
10.000% due 11/20/36		9,300,000		1,035,109
United Mexican States 3.625% due 03/15/22		$120,000		131,184
4.750% due 03/08/44		168,000		187,085
5.125% due 01/15/20		340,000		408,000
5.625% due 01/15/17		140,000		164,360
5.750% due 10/12/10		304,000		365,560
5.950% due 03/19/19		140,000		174,300
6.050% due 01/11/40		520,000		695,500
6.750% due 09/27/34		240,000		342,960
				4,325,365
Morocco - 0.1%
Kingdom of Morocco 4.500% due 10/05/20 ~		EUR 90,000		116,337
Nigeria - 0.3%
Republic of Nigeria 6.750% due 01/28/21 ~		$200,000		227,000
Pakistan - 0.4%
Islamic Republic of Pakistan 7.125% due 03/31/16 ~		400,000		361,000

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-33

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
Panama - 1.0%
Republic of Panama 6.700% due 01/26/36		$260,000		$366,600
7.250% due 03/15/15		130,000		149,175
8.875% due 09/30/27		110,000		179,025
9.375% due 04/01/29		90,000		153,675
				848,475
Peru - 1.4%
Republic of Peru 7.125% due 03/30/19		50,000		66,500
7.350% due 07/21/25		350,000		514,500
8.375% due 05/03/16		120,000		150,000
8.750% due 11/21/33		280,000		489,300
				1,220,300
Philippines - 3.2%
Republic of Philippines 4.000% due 01/15/21		380,000		425,600
5.500% due 03/30/26		230,000		288,938
6.375% due 10/23/34		200,000		276,000
7.500% due 09/25/24		100,000		142,500
7.750% due 01/14/31		300,000		460,125
8.375% due 06/17/19		130,000		180,050
9.500% due 02/02/30		350,000		606,375
10.625% due 03/16/25		200,000		351,500
				2,731,088
Poland - 1.2%
Republic of Poland 3.000% due 03/17/23		300,000		295,560
5.000% due 03/23/22		330,000		383,625
6.375% due 07/15/19		270,000		334,462
				1,013,647
Qatar - 0.5%
State of Qatar 5.750% due 01/20/42 ~		200,000		255,500
6.400% due 01/20/40 ~		100,000		137,000
				392,500
Romania - 0.5%
Republic of Romania 6.750% due 02/07/22 ~		350,000		395,063
Russia - 2.2%
Russian Foreign Bond - Eurobond 5.000% due 04/29/20 ~		100,000		115,050
5.625% due 04/04/42 ~		200,000		240,520
7.500% due 03/31/30 § ~		1,092,750		1,381,782
12.750% due 06/24/28 ~		90,000		174,600
				1,911,952
Senegal - 0.3%
Republic of Senegal 8.750% due 05/13/21 ~		200,000		243,000
Serbia - 0.3%
Republic of Serbia 7.250% due 09/28/21 ~		240,000		255,600
South Africa - 1.2%
Republic of South Africa 5.500% due 03/09/20		230,000		274,275
5.875% due 05/30/22		250,000		309,075
6.250% due 03/08/41		100,000		132,810
6.875% due 05/27/19		270,000		341,226
				1,057,386

	Principal Amount		Value
Sri Lanka - 0.4%
Republic of Sri Lanka 6.250% due 07/27/21 ~		$200,000		$218,462
7.400% due 01/22/15 ~		100,000		109,000
				327,462
Turkey - 3.5%
Republic of Turkey 5.625% due 03/30/21		100,000		114,500
6.000% due 01/14/41		200,000		231,500
6.750% due 04/03/18		510,000		601,162
6.750% due 05/30/40		140,000		177,450
6.875% due 03/17/36		230,000		292,675
7.000% due 09/26/16		160,000		185,600
7.000% due 03/11/19		110,000		133,787
7.000% due 06/05/20		40,000		49,350
7.250% due 03/15/15		140,000		155,400
7.250% due 03/05/38		90,000		119,813
7.375% due 02/05/25		320,000		416,000
7.500% due 07/14/17		160,000		192,400
7.500% due 11/07/19		100,000		125,900
8.000% due 02/14/34		90,000		127,125
11.875% due 01/15/30		60,000		112,740
				3,035,402
Ukraine - 1.6%
Financing of Infrastructural Projects State Enterprise 8.375% due 11/03/17 ~		100,000		93,000
Ukraine Government 6.250% due 06/17/16 ~		200,000		193,156
6.875% due 09/23/15 ~		120,000		118,800
7.650% due 06/11/13 ~		100,000		100,900
7.750% due 09/23/20 ~		100,000		99,371
9.250% due 07/24/17 ~		400,000		422,184
9.250% due 07/24/17 ~		300,000		316,638
				1,344,049
United Arab Emirates - 0.2%
Emirate of Dubai Government 7.750% due 10/05/20 ~		170,000		202,300
Uruguay - 2.0%
Republic of Uruguay 6.875% due 09/28/25		120,000		164,400
7.625% due 03/21/36		130,000		203,775
7.875% due 01/15/33		340,000		533,800
8.000% due 11/18/22		540,000		787,860
				1,689,835
Venezuela - 2.9%
Republic of Venezuela 6.000% due 12/09/20 ~		130,000		98,605
7.000% due 03/31/38 ~		10,000		7,375
7.650% due 04/21/25		200,000		157,500
7.750% due 10/13/19 ~		210,000		182,175
8.250% due 10/13/24 ~		160,000		133,600
8.500% due 10/08/14		190,000		191,900
9.000% due 05/07/23 ~		240,000		212,400
9.250% due 09/15/27		240,000		217,560
9.250% due 05/07/28 ~		200,000		177,000
9.375% due 01/13/34		140,000		124,950
10.750% due 09/19/13		80,000		82,400
11.750% due 10/21/26 ~		260,000		262,600
11.950% due 08/05/31 ~		314,000		321,065
12.750% due 08/23/22 ~		280,000		298,900
				2,468,030

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-34

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Principal Amount		Value
Vietnam - 0.4%
Socialist Republic of Vietnam 6.750% due 01/29/20 ~		$200,000		$223,000
6.875% due 01/15/16 ~		140,000		153,300
				376,300
Zambia - 0.1%
Republic of Zambia 5.375% due 09/20/22 ~		100,000		101,000
Total Foreign Government Bonds & Notes (Cost $46,428,651)				48,653,477
	Shares
SHORT-TERM INVESTMENT - 4.4%
Money Market Fund - 4.4%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		3,792,928		3,792,928
Total Short-Term Investment (Cost $3,792,928)				3,792,928
TOTAL INVESTMENTS - 100.0% (Cost $82,211,170)				85,687,174
OTHER ASSETS & LIABILITIES, NET - (0.0%)				(4,467	)
NET ASSETS - 100.0%				$85,682,707

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Foreign Government Bonds & Notes	56.8%
Corporate Bonds & Notes	38.8%
Short-Term Investment	4.4%
	100.0%

(b) As of September 30, 2012, the fund was diversified by country of incorporation as a percentage of net assets as follows:

Brazil	8.6%
Mexico	7.2%
Cayman Islands	6.4%
United States (Includes Short-Term Investment)	5.4%
United Kingdom	4.1%
Philippines	3.9%
Turkey	3.8%
Luxembourg	3.6%
Venezuela	3.5%
Netherlands	3.5%
Indonesia	3.4%
Kazakhstan	3.1%
Colombia	2.6%
Ireland	2.6%
South Africa	2.5%
Russia	2.2%
Bermuda	2.2%
United Arab Emirates	2.0%
Ukraine	2.0%
Uruguay	2.0%
Lithuania	1.9%
Peru	1.6%
Argentina	1.5%
Croatia	1.2%
Chile	1.2%
Lebanon	1.2%
Poland	1.2%
Hungary	1.1%
Malaysia	1.0%
Ivory Coast	1.0%
Belarus	1.0%
Iraq	1.0%
Panama	1.0%
Others (each less than 1.0%)	9.5%
	100.0%
Other Assets & Liabilities, Net	(0.0%	)
	100.0%

(c)  As of September 30, 2012, the fund’s Standard & Poor’s quality ratings as a
percentage of total fixed income investments were are follows:

AA	0.5%
A	6.6%
BBB	29.8%
BB	23.7%
B	20.7%
CCC	0.8%
Not Rated	17.9%
	100.0%

(d) An investment with a value of $893,525 or 1.0% of the fund’s net assets was in default as of September 30, 2012.

(e) As of September 30, 2012, 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-69

A-35

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

(f) Forward foreign currency contracts outstanding as of September 30, 2012 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
BRL	1,538,700	USD	758,562		10/12	ING		($915	)
EUR	52,539	USD	67,527		10/12	BRC		(973	)
EUR	52,520	USD	67,503		10/12	DUB		(1,532	)
EUR	52,595	USD	67,599		10/12	UBS		(1,305	)
INR	48,452,600	USD	912,088		10/12	SCB		30,484
KRW	346,192,500	USD	311,149		10/12	MSC		1,149
KRW	345,991,000	USD	310,968		10/12	SCB		968
MXN	10,400,000	USD	806,068		10/12	HSB		18,112
MXN	10,915,366	USD	846,013		10/12	MSC		19,013
MXN	15,143,625	USD	1,170,490		11/12	BRC		(4,391	)
MYR	5,709,080	USD	1,866,115		10/12	SCB		36,115
PLN	2,808,516	USD	873,007		10/12	DUB		2,361
PLN	1,355,706	USD	421,411		10/12	HSB		10,255
PLN	1,352,400	USD	420,384		10/12	JPM		20,384
PLN	2,006,973	USD	621,680		11/12	DUB		(18,320	)
PLN	2,684,000	USD	831,396		11/12	DUB		31,396
RUB	13,267,026	USD	422,979		10/12	BRC		(3,593	)
RUB	13,229,675	USD	421,788		10/12	DUB		(3,098	)
RUB	26,748,540	USD	855,769		10/12	HSB		15,769
RUB	13,437,500	USD	424,698		12/12	UBS		(5,302	)
TRY	697,390	USD	386,226		10/12	DUB		(724	)
TRY	400,000	USD	220,589		11/12	HSB		1,567
USD	758,562	BRL	1,538,700		10/12	HSB		(8,562	)
USD	1,068,221	BRL	2,184,050		12/12	HSB		(18,248	)
USD	1,063,306	BRL	2,174,000		12/12	MSC		(11,642	)
USD	749,238	BRL	1,538,700		01/13	ING		981
USD	302,451	CNY	1,907,850		11/12	SCB		(2,451	)
USD	1,285,274	EUR	1,000,000		10/12	DUB		3,978
USD	1,188,131	EUR	924,419		10/12	HSB		3,513
USD	370,990	EUR	288,646		10/12	UBS		339
USD	207,405	GBP	128,447		10/12	UBS		(375	)
USD	1,243,356	MXN	16,041,943		10/12	DUB		(26,352	)
USD	308,142	MYR	942,710		10/12	ING		1,858
USD	172,232	MYR	526,915		10/12	SCB		(2,231	)
USD	308,344	MYR	943,330		10/12	SCB		1,656
USD	427,455	RUB	13,407,400		10/12	UBS		2,545
USD	823,131	RUB	26,059,684		12/12	BRC		6,869
Total Forward Foreign Currency Contracts								$99,298

(g) Swap agreements outstanding as of September 30, 2012 were as follows:

Interest Rate Swaps

Floating Rate Index

Counter- party

Pay/Receive Floating Rate

Fixed Rate

Expiration Date

Notional Amount

Value

Upfront Premiums Paid (Received)

Unrealized Appreciation

Brazil Cetip Interbank Deposit Rate

HSB

Receive

9.040%

01/02/17

BRL 1,626,388

$1,647

$—

$1,647

Total Interest Rate Swaps

$1,647

$—

$1,647

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-36

PACIFIC LIFE FUNDS

PL EMERGING MARKETS DEBT FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

(h) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012			Level 1 Quoted Price		Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Corporate Bonds & Notes		$33,240,769			$—		$33,240,769			$—
	Foreign Government Bonds & Notes		48,653,477			—		48,653,477			—
	Short-Term Investment		3,792,928			3,792,928		—			—
	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		209,312			—		209,312			—
	Interest Rate Contracts
	Swaps		1,647			—		1,647			—
	Total Assets Derivatives		210,959			—		210,959			—
	Total Assets		85,898,133			3,792,928		82,105,205			—
Liabilities	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(110,014	)		—		(110,014	)		—
	Total Liabilities		(110,014	)		—		(110,014	)		—
	Total		$85,788,119			$3,792,928		$81,995,191			$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-37

PACIFIC LIFE FUNDS

PL COMSTOCK FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Shares		Value
COMMON STOCKS - 94.0%
Consumer Discretionary - 15.1%
Carnival Corp (Panama)		67,445		$2,457,696
Comcast Corp ‘A’		224,839		8,042,491
General Motors Co *		186,929		4,252,635
Kohl’s Corp		17,048		873,199
Lowe’s Cos Inc		94,229		2,849,485
News Corp ‘B’		164,584		4,081,683
Staples Inc		133,430		1,537,114
Target Corp		32,311		2,050,779
Time Warner Cable Inc		65,324		6,209,699
Time Warner Inc		44,622		2,022,715
Viacom Inc ‘B’		104,610		5,606,050
				39,983,546
Consumer Staples - 6.0%
Archer-Daniels-Midland Co		47,523		1,291,675
CVS Caremark Corp		96,668		4,680,665
Kraft Foods Inc ‘A’ *		91,447		3,781,333
PepsiCo Inc		5,305		375,435
The Procter & Gamble Co		14,023		972,635
Unilever NV ‘NY’ (Netherlands)		107,981		3,831,166
Wal-Mart Stores Inc		14,601		1,077,554
				16,010,463
Energy - 12.5%
BP PLC ADR (United Kingdom)		141,958		6,013,341
Chevron Corp		34,433		4,013,511
Halliburton Co		152,033		5,121,992
Murphy Oil Corp		72,108		3,871,479
Noble Corp (Switzerland)		39,080		1,398,282
QEP Resources Inc		96,614		3,058,799
Royal Dutch Shell PLC ‘A’ ADR (United Kingdom)		66,942		4,646,444
Weatherford International Ltd (Switzerland) *		401,565		5,091,844
				33,215,692
Financials - 22.0%
Aflac Inc		19,022		910,773
Bank of America Corp		376,700		3,326,261
Citigroup Inc		248,576		8,133,407
Fifth Third Bancorp		173,895		2,697,111
JPMorgan Chase & Co		190,218		7,700,025
MetLife Inc		82,179		2,831,888
Morgan Stanley		127,612		2,136,225
State Street Corp		27,040		1,134,598
The Allstate Corp		168,877		6,689,218
The Bank of New York Mellon Corp		220,501		4,987,733
The Goldman Sachs Group Inc		20,297		2,307,363
The PNC Financial Services Group Inc		63,632		4,015,179
The Travelers Cos Inc		52,816		3,605,220
U.S. Bancorp		64,743		2,220,685
Wells Fargo & Co		161,626		5,580,946
				58,276,632
Health Care - 14.0%
Bristol-Myers Squibb Co		143,738		4,851,158
Cardinal Health Inc		51,210		1,995,654
GlaxoSmithKline PLC ADR (United Kingdom)		60,571		2,800,803
Merck & Co Inc		123,926		5,589,063
Novartis AG (Switzerland)		37,886		2,318,866
Pfizer Inc		250,439		6,223,409
Roche Holding AG ADR (Switzerland)		50,465		2,371,350
Sanofi ADR (France)		79,676		3,430,849
UnitedHealth Group Inc		88,725		4,916,252
WellPoint Inc		43,765		2,538,808
				37,036,212

	Shares		Value
Industrials - 6.3%
Emerson Electric Co		61,119		$2,950,214
General Electric Co		266,285		6,047,332
Honeywell International Inc		29,696		1,774,336
Ingersoll-Rand PLC (Ireland)		92,870		4,162,433
Textron Inc		66,861		1,749,752
				16,684,067
Information Technology - 10.3%
Cisco Systems Inc		147,540		2,816,539
Corning Inc		262,756		3,455,241
Dell Inc		53,927		531,720
eBay Inc *		90,901		4,400,517
Hewlett-Packard Co		234,425		3,999,291
Intel Corp		69,506		1,576,396
Microsoft Corp		215,919		6,430,068
Yahoo! Inc *		254,945		4,072,746
				27,282,518
Materials - 2.9%
Alcoa Inc		328,862		2,910,429
International Paper Co		131,946		4,792,279
				7,702,708
Telecommunication Services - 2.6%
AT&T Inc		52,565		1,981,701
Verizon Communications Inc		52,213		2,379,346
Vodafone Group PLC ADR (United Kingdom)		88,063		2,509,355
				6,870,402
Utilities - 2.3%
FirstEnergy Corp		50,335		2,219,774
PPL Corp		138,669		4,028,334
				6,248,108
Total Common Stocks (Cost $210,524,040)				249,310,348
SHORT-TERM INVESTMENT - 6.1%
Money Market Fund - 6.1%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		16,281,136		16,281,136
Total Short-Term Investment (Cost $16,281,136)				16,281,136
TOTAL INVESTMENTS - 100.1% (Cost $226,805,176)				265,591,484
OTHER ASSETS & LIABILITIES, NET - (0.1%)				(297,138	)
NET ASSETS - 100.0%				$265,294,346

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-38

PACIFIC LIFE FUNDS

PL COMSTOCK FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Financials	22.0%
Consumer Discretionary	15.1%
Health Care	14.0%
Energy	12.5%
Information Technology	10.3%
Industrials	6.3%
Short-Term Investment	6.1%
Consumer Staples	6.0%
Materials	2.9%
Telecommunication Services	2.6%
Utilities	2.3%
	100.1%
Other Assets & Liabilities, Net	(0.1%	)
	100.0%

(b) Forward foreign currency contracts outstanding as of September 30, 2012 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation
USD	639,713	CHF	601,319		10/12	BNY		$2,012
USD	1,279,454	CHF	1,202,664		10/12	CIB		3,996
USD	645,282	CHF	606,554		10/12	CIT		2,078
USD	1,279,378	CHF	1,202,592		10/12	SSB		4,073
USD	3,390,910	EUR	2,637,979		10/12	BNY		15,325
USD	1,772,101	EUR	1,378,617		10/12	CIB		8,431
USD	3,454,628	EUR	2,687,548		10/12	CIT		15,831
USD	1,741,397	EUR	1,354,730		10/12	SSB		8,169
USD	1,561,655	GBP	967,174		10/12	BNY		4,493
USD	3,309,674	GBP	2,049,767		10/12	CIB		10,558
USD	1,572,714	GBP	974,022		10/12	CIT		4,764
USD	3,122,737	GBP	1,933,992		10/12	SSB		9,558
Total Forward Foreign Currency Contracts								$89,288

(c) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks
	Consumer Discretionary		$39,983,546		$39,983,546		$—		$—
	Consumer Staples		16,010,463		16,010,463		—		—
	Energy		33,215,692		33,215,692		—		—
	Financials		58,276,632		58,276,632		—		—
	Health Care		37,036,212		34,717,346		2,318,866		—
	Industrials		16,684,067		16,684,067		—		—
	Information Technology		27,282,518		27,282,518		—		—
	Materials		7,702,708		7,702,708		—		—
	Telecommunications Services		6,870,402		6,870,402		—		—
	Utilities		6,248,108		6,248,108		—		—
			249,310,348		246,991,482		2,318,866		—
	Short-Term Investment		16,281,136		16,281,136		—		—
	Derivatives:
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		89,288		—		89,288		—
	Total		$265,680,772		$263,272,618		$2,408,154		$—

During the six-month period ended September 30, 2012, an investment with a value of $2,318,866 was transferred from level 1 to level 2 due to valuation adjustments made to exchange-traded prices.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-39

PACIFIC LIFE FUNDS

PL GROWTH LT FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Shares		Value
COMMON STOCKS - 93.3%
Consumer Discretionary - 17.4%
Amazon.com Inc *		1,576		$400,808
AutoZone Inc *		1,379		509,775
CBS Corp ‘B’		20,413		741,604
Coach Inc		7,272		407,377
Limited Brands Inc		24,926		1,227,855
Mattel Inc		18,116		642,756
Nike Inc ‘B’		6,880		652,981
Nordstrom Inc		17,016		938,943
Polaris Industries Inc		979		79,172
Prada SPA (Italy)		52,000		386,229
Starbucks Corp		3,864		196,098
The Walt Disney Co		6,063		316,974
Time Warner Cable Inc		6,222		591,463
				7,092,035
Consumer Staples - 9.9%
Anheuser-Busch InBev NV (Belgium)		7,269		621,802
Colgate-Palmolive Co		4,018		430,810
Costco Wholesale Corp		5,327		533,366
Mead Johnson Nutrition Co		3,085		226,069
Pernod-Ricard SA (France)		6,696		752,469
Philip Morris International Inc		4,551		409,317
Reckitt Benckiser Group PLC (United Kingdom)		6,256		360,447
SABMiller PLC (United Kingdom)		12,161		536,180
Whole Foods Market Inc		1,645		160,223
				4,030,683
Energy - 5.5%
Dresser-Rand Group Inc *		7,133		393,100
EOG Resources Inc		2,716		304,328
Helmerich & Payne Inc		6,770		322,320
Kinder Morgan Inc		6,627		235,391
National Oilwell Varco Inc		3,364		269,490
Noble Energy Inc		3,495		324,022
Occidental Petroleum Corp		2,491		214,376
Petroleo Brasileiro SA ADR (Brazil)		7,939		182,121
				2,245,148
Financials - 2.6%
Banco do Brasil SA (Brazil)		13,000		159,033
Prudential PLC (United Kingdom)		29,016		380,514
T. Rowe Price Group Inc		5,899		373,407
Ventas Inc REIT		2,395		149,089
				1,062,043
Health Care - 13.0%
Aetna Inc		5,627		222,829
AmerisourceBergen Corp		9,169		354,932
Celgene Corp *		8,390		640,996
Covidien PLC (Ireland)		7,908		469,893
Express Scripts Holding Co *		13,217		828,309
Gilead Sciences Inc *		9,625		638,426
Medivation Inc *		2,378		134,024
Perrigo Co		7,067		820,973
Shire PLC ADR (United Kingdom)		2,240		198,688
Valeant Pharmaceuticals International Inc (Canada) *		8,383		463,328
Varian Medical Systems Inc *		3,508		211,603
Vertex Pharmaceuticals Inc *		5,800		324,510
				5,308,511
Industrials - 11.5%
C.H. Robinson Worldwide Inc		4,449		260,489
Canadian Pacific Railway Ltd (Canada)		3,823		316,888
Danaher Corp		11,987		661,083
FANUC Corp (Japan)		3,300		531,487
Fastenal Co		6,270		269,547

	Shares		Value
Precision Castparts Corp		6,130		$1,001,274
Sensata Technologies Holding NV (Netherlands) *		15,181		451,938
Tyco International Ltd (Switzerland)		5,187		291,821
Union Pacific Corp		1,230		146,001
Verisk Analytics Inc ‘A’ *		4,679		222,767
W.W. Grainger Inc		2,622		546,346
				4,699,641
Information Technology - 29.1%
Amdocs Ltd (United Kingdom)		11,536		380,573
Amphenol Corp ‘A’		6,850		403,328
ANSYS Inc *		2,706		198,620
Apple Inc		6,806		4,541,372
Atmel Corp *		35,011		184,158
Autodesk Inc *		6,540		218,240
eBay Inc *		22,583		1,093,243
EMC Corp *		19,285		525,902
Facebook Inc ‘A’ *		5,723		123,903
Intuit Inc		9,856		580,321
LinkedIn Corp ‘A’ *		825		99,330
MasterCard Inc ‘A’		1,011		456,446
Microsoft Corp		6,531		194,493
Motorola Solutions Inc		10,496		530,573
ON Semiconductor Corp *		40,182		247,923
Oracle Corp		34,945		1,100,418
Taiwan Semiconductor Manufacturing Co Ltd (Taiwan)		79,455		242,110
TE Connectivity Ltd (Switzerland)		18,048		613,812
Teradata Corp *		1,686		127,141
Zynga Inc ‘A’ *		9,483		26,932
				11,888,838
Materials - 3.4%
Ball Corp		18,435		779,985
Praxair Inc		5,986		621,826
				1,401,811
Telecommunication Services - 0.9%
Crown Castle International Corp *		5,433		348,255
Total Common Stocks (Cost $27,734,426)				38,076,965
PURCHASED OPTIONS - 0.2%
(See Note (d) in Notes to Schedule of Investments) (Cost $117,847)				72,930
	Principal Amount
SHORT-TERM INVESTMENTS - 7.2%
Commercial Paper - 4.9%
BNP Paribas 0.110% due 10/01/12		$2,000,000		2,000,000

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-40

PACIFIC LIFE FUNDS

PL GROWTH LT FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Shares		Value
Money Market Fund - 2.3%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		934,991		$934,991
Total Short-Term Investments (Cost $2,934,991)				2,934,991
TOTAL INVESTMENTS - 100.7% (Cost $30,787,264)				41,084,886
OTHER ASSETS & LIABILITIES, NET - (0.7%)				(283,940	)
NET ASSETS - 100.0%				$40,800,946

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Information Technology	29.1%
Consumer Discretionary	17.4%
Health Care	13.0%
Industrials	11.5%
Consumer Staples	9.9%
Short-Term Investments	7.2%
Energy	5.5%
Materials	3.4%
Financials	2.6%
Telecommunication Services	0.9%
Purchased Options	0.2%
	100.7%
Other Assets & Liabilities, Net	(0.7%	)
	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, 2012 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
EUR	353,000	USD	453,651		11/12	CSF		($2,602	)
GBP	155,000	USD	250,290		10/12	CSF		(748	)
JPY	18,650,000	USD	239,003		11/12	HSB		(918	)
USD	453,651	EUR	353,000		10/12	CSF		(18,875	)
USD	192,797	EUR	150,000		10/12	RBC		(4,171	)
USD	456,062	EUR	353,000		11/12	CSF		—
USD	334,255	EUR	260,000		11/12	HSB		2,758
USD	250,290	GBP	155,000		10/12	CSF		(7,041	)
USD	27,449	GBP	17,000		10/12	JPM		(211	)
USD	250,945	GBP	155,000		11/12	CSF		—
USD	872,881	GBP	540,000		11/12	HSB		5,978
USD	199,908	JPY	15,600,000		10/12	CSF		(3,553	)
USD	74,338	JPY	5,800,000		10/12	JPM		(131	)
USD	10,894	JPY	850,000		10/12	RBC		(50	)
USD	485,911	JPY	36,300,000		11/12	HSB		(588	)
Total Forward Foreign Currency Contracts								($30,152	)

(d) Purchased options outstanding as of September 30, 2012 were as follows:

Options on Exchange-Traded Futures Contracts

Description	Exercise Price		Expiration Date	Counterparty	Number of Contracts		Cost		Value
Put - CME S&P 500 Index Futures (11/12)		$1,370.00	11/17/12	GSC		9		$30,717		$10,260
Options on Securities
Description	Strike Price		Expiration Date	Counterparty	Number of Contracts		Cost		Value
Call - CME Microsoft Corp		$30.00	01/19/13	GSC		204		$46,308		$24,480
Call - CME Valeant Pharmaceuticals International Inc		52.50	01/19/13	GSC		57		40,822		38,190
								$87,130		$62,670
Total Purchased Options								$117,847		$72,930

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-41

PACIFIC LIFE FUNDS

PL GROWTH LT FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

(e) Transactions in written options for the six-month period ended September 30, 2012 were as follows:

	Number of Contracts			Premium
Outstanding, March 31, 2012		—			$—
Call Options Written		80			138,583
Call Options Closed		(40	)		(133,712	)
Outstanding, September 30, 2012		40			$4,871

(f) Premium received and value of written options outstanding as of September 30, 2012 were as follows:

Options on securities

Description	Strike Price	Expiration Date	Counterparty	Number of Contracts	Premium		Value
Call - CME ebay Inc	$50.00	10/20/2012	GSC	40		$4,871		($4,040)
Total Written Options						$4,871		($4,040)

(g) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012			Level 1 Quoted Price			Level 2 Significant Observable Inputs			Level 3 Significant Unobservable Inputs
Assets	Common Stocks
	Consumer Discretionary		$7,092,035			$6,705,806			$386,229			$—
	Consumer Staples		4,030,683			1,759,785			2,270,898			—
	Energy		2,245,148			2,245,148			—			—
	Financials		1,062,043			681,529			380,514			—
	Health Care		5,308,511			5,308,511			—			—
	Industrials		4,699,641			4,168,154			531,487			—
	Information Technology		11,888,838			11,646,728			242,110			—
	Materials		1,401,811			1,401,811			—			—
	Telecommunication Services		348,255			348,255			—			—
			38,076,965			34,265,727			3,811,238			—
	Short-Term Investments		2,934,991			934,991			2,000,000
	Derivatives:
	Equity Contracts
	Purchased Options		72,930			72,930			—			—
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		8,736			—			8,736			—
	Total Assets Derivatives		81,666			72,930			8,736			—
	Total Assets		41,093,622			35,273,648			5,819,974			—
Liabilities	Derivatives:
	Equity Contracts
	Written Options		(4,040	)		(4,040	)		—			—
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(38,888	)		—			(38,888	)		—
	Total Liabilities		(42,928	)		(4,040	)		(38,888	)		—
	Total		$41,050,694			$35,269,608			$5,781,086			$—

During the six-month period ended September 30, 2012, an investment with a value of $380,573 was transferred from level 2 to level 1 due to the removal of valuation adjustments made to exchange-traded prices.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-42

PACIFIC LIFE FUNDS

PL LARGE-CAP GROWTH FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Shares		Value
COMMON STOCKS - 97.3%
Consumer Discretionary - 20.4%
Amazon.com Inc *		20,800		$5,289,856
DIRECTV *		51,800		2,717,428
Discovery Communications Inc ‘A’ *		4,100		244,483
Dollar General Corp *		64,200		3,308,868
Las Vegas Sands Corp		75,500		3,500,935
Lululemon Athletica Inc *		30,500		2,255,170
Michael Kors Holdings Ltd (United Kingdom) *		20,100		1,068,918
Nike Inc ‘B’		27,900		2,647,989
priceline.com Inc *		5,600		3,464,888
Ralph Lauren Corp		20,900		3,160,707
				27,659,242
Consumer Staples - 6.6%
CVS Caremark Corp		68,400		3,311,928
Monster Beverage Corp *		30,700		1,662,712
The Estee Lauder Cos Inc ‘A’		64,600		3,977,422
				8,952,062
Energy - 8.1%
Cabot Oil & Gas Corp		31,600		1,418,840
Concho Resources Inc *		32,600		3,088,850
EOG Resources Inc		9,900		1,109,295
FMC Technologies Inc *		73,500		3,403,050
Schlumberger Ltd (Netherlands)		26,100		1,887,813
				10,907,848
Health Care - 12.8%
Agilent Technologies Inc		75,000		2,883,750
Allergan Inc		51,700		4,734,686
Biogen Idec Inc *		11,400		1,701,222
Gilead Sciences Inc *		49,800		3,303,234
Intuitive Surgical Inc *		2,200		1,090,386
UnitedHealth Group Inc		64,200		3,557,322
				17,270,600
Industrials - 9.7%
Cummins Inc		19,700		1,816,537
Danaher Corp		57,400		3,165,610
IHS Inc ‘A’ *		8,400		817,740
Roper Industries Inc		11,700		1,285,713
Union Pacific Corp		22,200		2,635,140
United Technologies Corp		43,400		3,397,786
				13,118,526
Information Technology - 37.0%
Apple Inc		17,900		11,943,954
Baidu Inc ADR (Cayman) *		22,200		2,593,404
eBay Inc *		36,800		1,781,488
Facebook Inc ‘A’ *		94,600		2,048,090
Google Inc ‘A’ *		6,400		4,828,800
MasterCard Inc ‘A’		5,900		2,663,732
MercadoLibre Inc		14,300		1,180,465
NetApp Inc *		89,800		2,952,624
QUALCOMM Inc		76,500		4,780,485
Riverbed Technology Inc *		13,900		323,453
salesforce.com inc *		18,300		2,794,227
Teradata Corp *		26,700		2,013,447
VeriSign Inc *		22,800		1,110,132
Visa Inc ‘A’		45,000		6,042,600
VMware Inc ‘A’ *		32,100		3,105,354
				50,162,255
Materials - 1.5%
The Sherwin-Williams Co		13,600		2,025,176

	Shares		Value
Telecommunication Services - 1.2%
Crown Castle International Corp *		26,100		$1,673,010
Total Common Stocks (Cost $100,904,210)				131,768,719
EXCHANGE-TRADED FUND - 0.6%
iShares Russell 1000 Growth Index Fund		13,200		880,440
Total Exchange-Traded Fund (Cost $818,301)				880,440
SHORT-TERM INVESTMENT - 0.6%
Money Market Fund - 0.6%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		774,210		774,210
Total Short-Term Investment (Cost $774,210)				774,210
TOTAL INVESTMENTS - 98.5% (Cost $102,496,721)				133,423,369
OTHER ASSETS & LIABILITIES, NET - 1.5%				2,030,876
NET ASSETS - 100.0%				$135,454,245

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Information Technology	37.0%
Consumer Discretionary	20.4%
Health Care	12.8%
Industrials	9.7%
Energy	8.1%
Consumer Staples	6.6%
Materials	1.5%
Telecommunication Services	1.2%
Exchange-Traded Fund	0.6%
Short-Term Investment	0.6%
	98.5%
Other Assets & Liabilities, Net	1.5%
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-43

PACIFIC LIFE FUNDS

PL LARGE-CAP GROWTH FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks (1)		$131,768,719		$131,768,719		$—		$—
	Exchange-Traded Fund		880,440		880,440		—		—
	Short-Term Investment		774,210		774,210		—		—
	Total		$133,423,369		$133,423,369		$—		$—

(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-69

A-44

PACIFIC LIFE FUNDS

PL LARGE-CAP VALUE FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Shares		Value
COMMON STOCKS - 96.4%
Consumer Discretionary - 16.1%
DISH Network Corp ‘A’		202,386		$6,195,036
McDonald’s Corp		30,386		2,787,916
News Corp ‘A’		468,222		11,485,486
SES SA FDR (Luxembourg)		132,967		3,622,031
Target Corp		62,190		3,947,199
The Home Depot Inc		99,367		5,998,786
Time Warner Cable Inc		98,820		9,393,829
Time Warner Inc		215,939		9,788,515
				53,218,798
Consumer Staples - 12.4%
Altria Group Inc		111,219		3,713,602
Anheuser-Busch InBev NV ADR (Belgium)		68,410		5,877,103
CVS Caremark Corp		201,499		9,756,582
Kimberly-Clark Corp		73,119		6,272,148
Lorillard Inc		34,022		3,961,862
Philip Morris International Inc		125,880		11,321,647
				40,902,944
Energy - 11.0%
Apache Corp		33,603		2,905,651
Chevron Corp		86,745		10,110,997
Exxon Mobil Corp		91,878		8,402,243
Halliburton Co		123,567		4,162,972
Royal Dutch Shell PLC ‘A’ ADR (United Kingdom)		57,858		4,015,924
Suncor Energy Inc (Canada)		95,660		3,142,431
Transocean Ltd (Switzerland)		82,694		3,712,134
				36,452,352
Financials - 22.8%
American Express Co		91,739		5,216,280
Capital One Financial Corp		72,473		4,131,686
JPMorgan Chase & Co		290,625		11,764,500
Loews Corp		104,411		4,307,998
Marsh & McLennan Cos Inc		161,793		5,489,636
MetLife Inc		105,417		3,632,670
State Street Corp		151,351		6,350,688
The Bank of New York Mellon Corp		93,121		2,106,397
The Progressive Corp		142,762		2,960,884
The Travelers Cos Inc		87,965		6,004,491
U.S. Bancorp		320,642		10,998,021
Wells Fargo & Co		354,596		12,244,200
				75,207,451
Health Care - 8.5%
Johnson & Johnson		80,963		5,579,160
Merck & Co Inc		169,913		7,663,076
Novartis AG ADR (Switzerland)		57,493		3,522,021
Pfizer Inc		159,785		3,970,657
Teva Pharmaceutical Industries Ltd ADR (Israel)		75,818		3,139,623
WellPoint Inc		72,126		4,184,029
				28,058,566
Industrials - 9.4%
General Electric Co		348,224		7,908,167
Honeywell International Inc		122,401		7,313,460
Illinois Tool Works Inc		103,075		6,129,870
Raytheon Co		60,482		3,457,151
United Technologies Corp		78,217		6,123,609
				30,932,257
Information Technology - 8.1%
Hewlett-Packard Co		103,122		1,759,261
International Business Machines Corp		35,658		7,397,252
Microsoft Corp		153,890		4,582,844
Motorola Solutions Inc		97,467		4,926,957

	Shares		Value
TE Connectivity Ltd (Switzerland)		133,505		$4,540,505
Xerox Corp		498,422		3,658,417
				26,865,236
Materials - 2.9%
Air Products & Chemicals Inc		58,049		4,800,652
Crown Holdings Inc *		124,829		4,587,466
				9,388,118
Telecommunication Services - 3.2%
AT&T Inc		109,591		4,131,581
CenturyLink Inc		78,085		3,154,634
Verizon Communications Inc		74,652		3,401,892
				10,688,107
Utilities - 2.0%
Sempra Energy		102,152		6,587,782
Total Common Stocks (Cost $252,429,198)				318,301,611
SHORT-TERM INVESTMENT - 3.4%
Money Market Fund - 3.4%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		11,287,562		11,287,562
Total Short-Term Investment (Cost $11,287,562)				11,287,562
TOTAL INVESTMENTS - 99.8% (Cost $263,716,760)				329,589,173
OTHER ASSETS & LIABILITIES, NET - 0.2%				615,927
NET ASSETS - 100.0%				$330,205,100

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Financials	22.8%
Consumer Discretionary	16.1%
Consumer Staples	12.4%
Energy	11.0%
Industrials	9.4%
Health Care	8.5%
Information Technology	8.1%
Short-Term Investment	3.4%
Telecommunication Services	3.2%
Materials	2.9%
Utilities	2.0%
	99.8%
Other Assets & Liabilities, Net	0.2%
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-45

PACIFIC LIFE FUNDS

PL LARGE-CAP VALUE FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks
	Consumer Discretionary		$53,218,798		$49,596,767		$3,622,031		$—
	Consumer Staples		40,902,944		40,902,944		—		—
	Energy		36,452,352		36,452,352		—		—
	Financials		75,207,451		75,207,451		—		—
	Health Care		28,058,566		28,058,566		—		—
	Industrials		30,932,257		30,932,257		—		—
	Information Technology		26,865,236		26,865,236		—		—
	Materials		9,388,118		9,388,118		—		—
	Telecommunication Services		10,688,107		10,688,107		—		—
	Utilities		6,587,782		6,587,782		—		—
			318,301,611		314,679,580		3,622,031		—
	Short-Term Investment		11,287,562		11,287,562		—		—
	Total		$329,589,173		$325,967,142		$3,622,031		$—

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-46

PACIFIC LIFE FUNDS

PL MAIN STREET^® CORE FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Shares		Value
WARRANTS - 0.0%
Energy - 0.0%
Kinder Morgan Inc Strike @ $40.00 Exp. 05/25/17 *		5,075		$17,712
Total Warrants (Cost $9,668)				17,712
PREFERRED STOCKS - 0.3%
Consumer Staples - 0.3%
Henkel AG & Co KGaA (Germany)		7,285		579,757
Total Preferred Stocks (Cost $541,284)				579,757
COMMON STOCKS - 98.1%
Consumer Discretionary - 9.1%
AutoZone Inc *		10,350		3,826,084
CarMax Inc *		81,640		2,310,412
Ford Motor Co		457,812		4,514,026
Hyatt Hotels Corp ‘A’ *		8,218		329,953
The McGraw-Hill Cos Inc		93,818		5,121,525
The TJX Cos Inc		55,790		2,498,834
Yum! Brands Inc		15,860		1,052,152
				19,652,986
Consumer Staples - 10.3%
Dr Pepper Snapple Group Inc		109,750		4,887,167
Kraft Foods Inc		20,620		547,461
Kraft Foods Inc ‘A’		51,840		2,143,584
Philip Morris International Inc		107,500		9,668,550
The J.M. Smucker Co		55,450		4,786,999
				22,033,761
Energy - 11.1%
Chevron Corp		85,284		9,940,703
Kinder Morgan Inc		51,815		1,840,469
National Oilwell Varco Inc		95,650		7,662,522
Noble Energy Inc		46,208		4,283,944
				23,727,638
Financials - 17.4%
CIT Group Inc *		190,480		7,503,007
Citigroup Inc		251,357		8,224,401
CME Group Inc ‘A’		62,110		3,558,903
Discover Financial Services		76,930		3,056,428
IntercontinentalExchange Inc *		2,380		317,516
JPMorgan Chase & Co		198,910		8,051,877
M&T Bank Corp		12,720		1,210,435
Marsh & McLennan Cos Inc		110,960		3,764,873
MSCI Inc *		43,450		1,555,076
				37,242,516
Health Care - 12.1%
Abbott Laboratories		96,870		6,641,407
Bristol-Myers Squibb Co		138,940		4,689,225
Covidien PLC (Ireland)		115,040		6,835,677
DaVita Inc *		4,820		499,400
Express Scripts Holding Co *		78,539		4,922,039
Watson Pharmaceuticals Inc *		27,130		2,310,391
				25,898,139
Industrials - 11.0%
CSX Corp		215,650		4,474,737
L-3 Communications Holdings Inc		15,850		1,136,604

	Shares		Value
QR National Ltd (Australia)		118,900		$419,072
The Boeing Co		58,338		4,061,491
Towers Watson & Co ‘A’		42,490		2,254,095
Tyco International Ltd (Switzerland)		117,145		6,590,578
United Parcel Service Inc ‘B’		65,606		4,695,421
				23,631,998
Information Technology - 21.6%
Apple Inc		25,662		17,123,226
Corning Inc		125,820		1,654,533
eBay Inc *		167,940		8,129,975
Facebook Inc ‘A’ *		60,040		1,299,866
Google Inc ‘A’ *		4,606		3,475,227
International Business Machines Corp		46,430		9,631,904
QUALCOMM Inc		47,252		2,952,777
Western Digital Corp		51,860		2,008,538
				46,276,046
Materials - 2.0%
PPG Industries Inc		4,890		561,568
Vulcan Materials Co		80,160		3,791,568
				4,353,136
Telecommunication Services - 2.2%
America Movil SAB de CV ‘L’ ADR (Mexico)		187,370		4,766,693
Utilities - 1.3%
The AES Corp *		249,708		2,739,296
Total Common Stocks (Cost $166,568,059)				210,322,209
SHORT-TERM INVESTMENT - 1.6%
Money Market Fund - 1.6%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		3,478,231		3,478,231
Total Short-Term Investment (Cost $3,478,231)				3,478,231
TOTAL INVESTMENTS - 100.0% (Cost $170,597,242)				214,397,909
OTHER ASSETS & LIABILITIES, NET - (0.0%)				(7,712	)
NET ASSETS - 100.0%				$214,390,197

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Information Technology	21.6%
Financials	17.4%
Health Care	12.1%
Energy	11.1%
Industrials	11.0%
Consumer Staples	10.6%
Consumer Discretionary	9.1%
Telecommunication Services	2.2%
Materials	2.0%
Short-Term Investment	1.6%
Utilities	1.3%
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-47

PACIFIC LIFE FUNDS

PL MAIN STREET CORE FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Warrants (1)		$17,712		$17,712		$—		$—
	Preferred Stocks (1)		579,757		—		579,757		—
	Common Stocks
	Consumer Discretionary		19,652,986		19,652,986		—		—
	Consumer Staples		22,033,761		22,033,761		—		—
	Energy		23,727,638		23,727,638		—		—
	Financials		37,242,516		37,242,516		—		—
	Health Care		25,898,139		25,898,139		—		—
	Industrials		23,631,998		23,212,926		419,072		—
	Information Technology		46,276,046		46,276,046		—		—
	Materials		4,353,136		4,353,136		—		—
	Telecommunication Services		4,766,693		4,766,693		—		—
	Utilities		2,739,296		2,739,296		—		—
			210,322,209		209,903,137		419,072		—
	Short-Term Investment		3,478,231		3,478,231		—		—
	Total		$214,397,909		$213,399,080		$998,829		$—

(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-69

A-48

PACIFIC LIFE FUNDS

PL MID-CAP EQUITY FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Shares		Value
CONVERTIBLE PREFERRED STOCKS - 0.5%
Industrials - 0.5%
Better Place LLC ‘B’ 8.000% * ¯ + r		229,480		$688,440
Total Convertible Preferred Stocks (Cost $573,700)				688,440
COMMON STOCKS - 96.7%
Consumer Discretionary - 15.8%
American Eagle Outfitters Inc		31,800		670,344
AutoZone Inc *		7,050		2,606,173
Big Lots Inc *		27,000		798,660
Darden Restaurants Inc		21,490		1,198,067
Hasbro Inc		36,000		1,374,120
Lear Corp		34,000		1,284,860
Macy’s Inc		116,200		4,371,444
Marriott International Inc		59,500		2,326,450
Newell Rubbermaid Inc		90,430		1,726,309
Ross Stores Inc		29,500		1,905,700
The Interpublic Group of Cos Inc		182,000		2,023,840
				20,285,967
Consumer Staples - 7.7%
HJ Heinz Co		43,500		2,433,825
Molson Coors Brewing Co ‘B’		49,740		2,240,787
Ralcorp Holdings Inc *		28,450		2,076,850
Sysco Corp		100,800		3,152,016
				9,903,478
Energy - 6.4%
Cameron International Corp *		34,300		1,923,201
EQT Corp		24,600		1,451,400
Noble Energy Inc		17,710		1,641,894
Rosetta Resources Inc *		18,000		862,200
Rowan Cos PLC ‘A’ (United Kingdom) *		71,540		2,415,906
				8,294,601
Financials - 13.9%
Ameriprise Financial Inc		25,600		1,451,264
CBRE Group Inc ‘A’ *		68,100		1,253,721
Duke Realty Corp REIT		63,800		937,860
East West Bancorp Inc		96,300		2,033,856
Invesco Ltd (Bermuda)		61,000		1,524,390
Kilroy Realty Corp REIT		46,200		2,068,836
PartnerRe Ltd (Bermuda)		17,690		1,314,013
PS Business Parks Inc REIT		14,800		988,936
Regions Financial Corp		146,100		1,053,381
Signature Bank *		27,700		1,858,116
The Macerich Co REIT		34,600		1,980,158
Willis Group Holdings PLC (Ireland)		38,300		1,414,036
				17,878,567
Health Care - 14.7%
Aetna Inc		41,600		1,647,360
Agilent Technologies Inc		41,500		1,595,675
AmerisourceBergen Corp		103,800		4,018,098
CareFusion Corp *		79,800		2,265,522
Henry Schein Inc *		20,900		1,656,743
Humana Inc		11,400		799,710
Medicis Pharmaceutical Corp ‘A’		35,500		1,536,085
Vertex Pharmaceuticals Inc *		30,900		1,728,855
Zimmer Holdings Inc		53,080		3,589,270
				18,837,318

	Shares		Value
Industrials - 11.0%
BE Aerospace Inc *		30,700		$1,292,470
Corrections Corp of America		18,690		625,180
Dover Corp		50,640		3,012,574
Joy Global Inc		12,400		695,144
Landstar System Inc		24,700		1,167,816
Parker-Hannifin Corp		34,900		2,916,942
Rockwell Collins Inc		26,390		1,415,560
SPX Corp		20,800		1,360,528
WESCO International Inc *		29,600		1,693,120
				14,179,334
Information Technology - 21.9%
Amdocs Ltd (United Kingdom)		43,100		1,421,869
Autodesk Inc *		60,900		2,032,233
Avago Technologies Ltd (Singapore)		26,900		937,869
BMC Software Inc *		97,940		4,063,531
F5 Networks Inc *		19,400		2,031,180
Fidelity National Information Services Inc		92,900		2,900,338
Gartner Inc *		17,000		783,530
Intuit Inc		52,250		3,076,480
Marvell Technology Group Ltd (Bermuda)		209,400		1,916,010
Microsemi Corp *		57,500		1,154,025
NetApp Inc *		73,300		2,410,104
Symantec Corp *		66,600		1,198,800
TE Connectivity Ltd (Switzerland)		38,300		1,302,583
Vantiv Inc ‘A’ *		42,100		907,255
Xilinx Inc		59,400		1,984,554
				28,120,361
Materials - 5.3%
Ball Corp		52,220		2,209,428
Cliffs Natural Resources Inc		17,050		667,166
Eastman Chemical Co		60,820		3,467,348
Walter Energy Inc		14,100		457,686
				6,801,628
Total Common Stocks (Cost $112,263,576)				124,301,254
SHORT-TERM INVESTMENT - 3.9%
Money Market Fund - 3.9%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		4,938,917		4,938,917
Total Short-Term Investment (Cost $4,938,917)				4,938,917
TOTAL INVESTMENTS - 101.1% (Cost $117,776,193)				129,928,611
OTHER ASSETS & LIABILITIES, NET - (1.1%)				(1,399,576	)
NET ASSETS - 100.0%				$128,529,035

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-49

PACIFIC LIFE FUNDS

PL MID-CAP EQUITY FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Information Technology	21.9%
Consumer Discretionary	15.8%
Health Care	14.7%
Financials	13.9%
Industrials	11.5%
Consumer Staples	7.7%
Energy	6.4%
Materials	5.3%
Short-Term Investment	3.9%
	101.1%
Other Assets & Liabilities, Net	(1.1%	)
	100.0%

(b) An investment with a value of $688,440 or 0.5% of the fund’s net assets was valued by the Trustee Valuation Committee or determined by a valuation committee established under the Trust Procedures and then subsequently approved by the Board.

(c) As of September 30, 2012, 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, 2012 were as follows:

Issuer and Acquisition Date	Cost		Value		Value as a % of Net Assets
Better Place LLC ‘B’ 8.000% Acq. 01/25/10		$573,700		$688,440		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 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Convertible Preferred Stocks (1)		$688,440		$—		$—		$688,440
	Common Stocks (1)		124,301,254		124,301,254		—		—
	Short-Term Investment		4,938,917		4,938,917		—		—
	Total		$129,928,611		$129,240,171		$—		$688,440

The following is a reconciliation of investments for significant unobservable inputs (Level 3) used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) for the six-month period ended September 30, 2012:

	Convertible Preferred Stocks (1)
Value, Beginning of Period		$1,041,839
Purchases		—
Sales		—
Net Realized Gains (Losses)		—
Change in Net Unrealized Depreciation		(353,399	)
Transfers In		—
Transfers Out		—
Value, End of Period		$688,440
Change in Net Unrealized Depreciation on Level 3 Investments Held at the End of Period, if Applicable		($353,399	)

Additional required information about certain Level 3 fair value measurements of the fund as of September 30, 2012 were as follows:

	Value at 09/30/12		Valuation Techniques	Unobservable Input	Range (Weighted Average)
Convertible Preferred Stocks		$688,440	Market Transaction Method	Purchase price of Better Place Series C     Preferred Stock adjusted for     performance versus milestones	NA
			Discounted Cash Flow	Weighted Average Cost of Capital Perpetual Growth Rate	22.5%-27.5% (25.0%) 2.5%-3.5% (3.0%)
			Market Comparable Companies	Enterprise Value / Revenue Discount for lack of marketability	3.0x-3.6x (3.3x) 15.0%

Significant increases or decreases in any of the unobservable inputs could result in a significantly higher or lower fair value measurement.

(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-69

A-50

PACIFIC LIFE FUNDS

PL MID-CAP GROWTH FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Shares		Value
CONVERTIBLE PREFERRED STOCKS - 0.6%
Industrials - 0.6%
Better Place LLC ‘B’ 8.000% *¯+ r		118,395		$355,185
Total Convertible Preferred Stocks (Cost $295,986)				355,185
COMMON STOCKS - 90.0%
Consumer Discretionary - 10.1%
Dollar Tree Inc *		13,025		628,782
Dunkin’ Brands Group Inc		25,697		750,224
Groupon Inc *		140,170		667,209
Morningstar Inc		14,370		900,137
New Oriental Education & Technology Group ADR (Cayman)		35,503		591,835
Tesla Motors Inc *		8,768		256,727
The McGraw-Hill Cos Inc		21,544		1,176,087
Weight Watchers International Inc		24,573		1,297,454
				6,268,455
Consumer Staples - 3.6%
DE Master Blenders 1753 NV (Netherlands) *		114,770		1,384,646
Mead Johnson Nutrition Co		11,266		825,572
				2,210,218
Energy - 3.1%
Range Resources Corp		19,081		1,333,189
Ultra Petroleum Corp (Canada) *		27,757		610,099
				1,943,288
Financials - 6.8%
Greenhill & Co Inc		10,002		517,604
IntercontinentalExchange Inc *		7,239		965,755
MSCI Inc *		47,233		1,690,469
The Progressive Corp		51,657		1,071,366
				4,245,194
Health Care - 14.8%
athenahealth Inc *		13,304		1,220,908
IDEXX Laboratories Inc *		11,938		1,186,040
Illumina Inc *		36,076		1,738,863
Intuitive Surgical Inc *		3,853		1,909,662
Ironwood Pharmaceuticals Inc ‘A’ *		31,899		407,669
Qualicorp SA (Brazil) *		100,549		967,175
Techne Corp		11,443		823,209
Valeant Pharmaceuticals International Inc (Canada) *		17,327		957,663
				9,211,189
Industrials - 18.5%
Covanta Holding Corp		41,516		712,415
Edenred (France)		74,092		2,085,574
Expeditors International of Washington Inc		28,006		1,018,298
Fastenal Co		20,587		885,035
IHS Inc ‘A’ *		11,627		1,131,888
Intertek Group PLC (United Kingdom)		37,012		1,647,661
Sensata Technologies Holding NV (Netherlands) *		29,951		891,641
Stericycle Inc *		14,184		1,283,936
Verisk Analytics Inc ‘A’ *		38,111		1,814,465
				11,470,913
Information Technology - 25.2%
Akamai Technologies Inc *		24,082		921,378
Citrix Systems Inc *		11,261		862,255
FactSet Research Systems Inc		9,581		923,800
First Solar Inc *		20,072		444,495

	Shares		Value
Gartner Inc *		29,342		$1,352,373
LinkedIn Corp ‘A’ *		15,128		1,821,411
MercadoLibre Inc		7,985		659,162
Motorola Solutions Inc		43,738		2,210,956
Red Hat Inc *		15,858		902,955
salesforce.com Inc *		9,743		1,487,659
SINA Corp (Cayman) *		5,557		359,427
Solera Holdings Inc		28,598		1,254,594
Yandex NV ‘A’ (Netherlands) *		56,457		1,361,178
Youku Tudou Inc ADR (Cayman) *		38,644		710,663
Zynga Inc ‘A’ *		131,209		372,634
				15,644,940
Materials - 4.3%
Intrepid Potash Inc *		29,051		624,015
Lynas Corp Ltd (Australia) *		215,593		174,655
Martin Marietta Materials Inc		8,279		686,081
Molycorp Inc *		24,261		279,002
Rockwood Holdings Inc *		19,167		893,182
				2,656,935
Utilities - 3.6%
Brookfield Infrastructure Partners LP (Bermuda)		62,108		2,207,939
Total Common Stocks (Cost $48,094,144)				55,859,071
SHORT-TERM INVESTMENT - 9.8%
Money Market Fund - 9.8%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		6,084,505		6,084,505
Total Short-Term Investment (Cost $6,084,505)				6,084,505
TOTAL INVESTMENTS - 100.4% (Cost $54,474,635)				62,298,761
OTHER ASSETS & LIABILITIES, NET - (0.4%)				(261,303	)
NET ASSETS - 100.0%				$62,037,458

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Information Technology	25.2%
Industrials	19.1%
Health Care	14.8%
Consumer Discretionary	10.1%
Short-Term Investment	9.8%
Financials	6.8%
Materials	4.3%
Consumer Staples	3.6%
Utilities	3.6%
Energy	3.1%
	100.4%
Other Assets & Liabilities, Net	(0.4%	)
	100.0%

(b) An investment with a value of $355,185 or 0.6% of the fund’s net assets was valued by the Trustee Valuation Committee or determined by a valuation committee established under the Trust Procedures and then subsequently approved by the Board.

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-51

PACIFIC LIFE FUNDS

PL MID-CAP GROWTH FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

(c) As of September 30, 2012, 0.6% 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, 2012 were as follows:

Issuer and Acquisition Date	Cost		Value		Value as a % of Net Assets
Better Place LLC ‘B’ 8.000% Acq. 01/25/10		$295,986		$355,185		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 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Convertible Preferred Stocks (1)		$355,185		$—		$—		$355,185
	Common Stocks
	Consumer Discretionary		6,268,455		6,268,455		—		—
	Consumer Staples		2,210,218		825,572		1,384,646		—
	Energy		1,943,288		1,943,288		—		—
	Financials		4,245,194		4,245,194		—		—
	Health Care		9,211,189		9,211,189		—		—
	Industrials		11,470,913		7,737,678		3,733,235		—
	Information Technology		15,644,940		15,644,940		—		—
	Materials		2,656,935		2,482,280		174,655		—
	Utilities		2,207,939		2,207,939		—		—
			55,859,071		50,566,535		5,292,536		—
	Short-Term Investment		6,084,505		6,084,505		—		—
	Total		$62,298,761		$56,651,040		$5,292,536		$355,185

The following is a reconciliation of investments for significant unobservable inputs (Level 3) used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) for the six-month period ended September 30, 2012:

	Convertible Preferred Stocks (1)
Value, Beginning of Period		$537,513
Purchases		—
Sales		—
Net Realized Gains (Losses)		—
Change in Net Unrealized Depreciation		(182,328	)
Transfers In		—
Transfers Out		—
Value, End of Period		$355,185
Change in Net Unrealized Depreciation on Level 3 Investments Held at the End of Period, if Applicable		($182,328	)

Additional required information about certain Level 3 fair value measurements of the fund as of September 30, 2012 were as follows:

	Value at 09/30/12		Valuation Techniques	Unobservable Input	Range (Weighted Average)
Convertible Preferred Stocks		$355,185	Market Transaction Method	Purchase price of Better Place Series C     Preferred Stock adjusted for     performance versus milestones	NA
			Discounted Cash Flow	Weighted Average Cost of Capital Perpetual Growth Rate	22.5%-27.5% (25.0%) 2.5%-3.5% (3.0%)
			Market Comparable Companies	Enterprise Value / Revenue Discount for lack of marketability	3.0x-3.6x (3.3x) 15.0%

Significant increases or decreases in any of the unobservable inputs could result in a significantly higher or lower fair value measurement.

(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-69

A-52

PACIFIC LIFE FUNDS

PL SMALL-CAP GROWTH FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Shares		Value
COMMON STOCKS - 95.7%
Consumer Discretionary - 19.5%
American Axle & Manufacturing Holdings Inc *		15,600		$175,812
ANN Inc *		14,000		528,220
Brunswick Corp		15,950		360,948
Dana Holding Corp		22,400		275,520
Domino’s Pizza Inc		12,550		473,135
DSW Inc ‘A’		7,750		517,080
Fifth & Pacific Cos Inc *		28,600		365,508
Five Below Inc *		10,700		418,156
Gaylord Entertainment Co *		9,500		375,535
Interval Leisure Group Inc		11,865		224,604
Life Time Fitness Inc *		8,170		373,696
Lions Gate Entertainment Corp (Canada) *		22,200		338,994
LKQ Corp *		21,600		399,600
Marriott Vacations Worldwide Corp *		11,850		426,837
Pier 1 Imports Inc		23,400		438,516
Six Flags Entertainment Corp		8,850		520,380
Sotheby’s		5,300		166,950
The Cheesecake Factory Inc		9,950		355,712
The Children’s Place *		7,330		439,800
The Warnaco Group Inc *		4,400		228,360
Tupperware Brands Corp		6,775		363,072
Vitamin Shoppe Inc *		8,150		475,308
Wolverine World Wide Inc		6,500		288,405
				8,530,148
Consumer Staples - 3.8%
B&G Foods Inc		12,000		363,720
The Fresh Market Inc *		4,950		296,901
The Hain Celestial Group Inc *		7,535		474,705
United Natural Foods Inc *		9,050		528,973
				1,664,299
Energy - 5.6%
Approach Resources Inc *		6,100		183,793
Berry Petroleum Co ‘A’		9,400		381,922
Dril-Quip Inc *		3,465		249,064
Energy XXI Ltd (Bermuda)		10,950		382,703
Hornbeck Offshore Services Inc *		5,550		203,407
Kodiak Oil & Gas Corp (Canada) *		19,650		183,924
Lufkin Industries Inc		3,900		209,898
Northern Oil & Gas Inc *		12,100		205,579
Rosetta Resources Inc *		9,150		438,285
				2,438,575
Financials - 9.0%
American Campus Communities Inc REIT		7,450		326,906
Capstead Mortgage Corp REIT		21,350		288,011
Cohen & Steers Inc		9,300		275,466
Extra Space Storage Inc REIT		10,700		355,775
Fortress Investment Group LLC ‘A’		59,900		264,758
Home Properties Inc REIT		4,300		263,461
Jones Lang LaSalle Inc		5,900		450,465
LaSalle Hotel Properties REIT		12,450		332,290
Northwest Bancshares Inc		25,650		313,700
SVB Financial Group *		5,550		335,553
Texas Capital Bancshares Inc *		6,000		298,260
Two Harbors Investment Corp REIT		37,900		445,325
				3,949,970
Health Care - 16.5%
Accretive Health Inc *		24,400		272,304
Acorda Therapeutics Inc *		8,050		206,161
Align Technology Inc *		9,550		353,063
Alkermes PLC (Ireland) *		11,050		229,288
Bruker Corp *		22,450		293,870
Cepheid Inc *		5,950		205,334
Cubist Pharmaceuticals Inc *		4,600		219,328

	Shares		Value
Endologix Inc *		21,200		$292,984
Greenway Medical Technologies Inc *		13,900		237,690
HealthSouth Corp *		16,050		386,163
Idenix Pharmaceuticals Inc *		28,000		127,960
Insulet Corp *		18,270		394,267
Medivation Inc *		5,800		326,888
NxStage Medical Inc *		18,900		249,669
Optimer Pharmaceuticals Inc *		13,110		185,113
PAREXEL International Corp *		7,475		229,931
Pharmacyclics Inc *		4,300		277,350
Questcor Pharmaceuticals Inc *		5,900		109,150
Salix Pharmaceuticals Ltd *		5,150		218,051
Seattle Genetics Inc *		6,500		175,175
Synageva BioPharma Corp *		2,850		152,276
Team Health Holdings Inc *		10,550		286,222
Tenet Healthcare Corp *		47,250		296,258
Theravance Inc *		8,700		225,417
Thoratec Corp *		6,520		225,592
ViroPharma Inc *		6,450		194,919
Volcano Corp *		12,300		351,411
WellCare Health Plans Inc *		3,750		212,063
Wright Medical Group Inc *		13,800		305,118
				7,239,015
Industrials - 14.2%
A.O. Smith Corp		5,050		290,577
Actuant Corp ‘A’		17,395		497,845
Alaska Air Group Inc *		5,550		194,583
Avis Budget Group Inc *		20,000		307,600
Barnes Group Inc		12,250		306,372
Clean Harbors Inc *		6,900		337,065
Esterline Technologies Corp *		7,380		414,313
Genesee & Wyoming Inc ‘A’ *		7,820		522,845
Hub Group Inc ‘A’ *		14,400		427,392
Lindsay Corp		5,411		389,430
RBC Bearings Inc *		10,315		496,152
Spirit Aerosystems Holdings Inc ‘A’ *		16,150		358,692
Tetra Tech Inc *		18,350		481,871
Towers Watson & Co ‘A’		4,200		222,810
United Rentals Inc *		11,650		381,072
US Airways Group Inc *		16,900		176,774
Watsco Inc		4,600		348,634
Woodward Inc		1,967		66,839
				6,220,866
Information Technology - 21.3%
3D Systems Corp *		7,800		256,230
Applied Micro Circuits Corp *		22,100		111,826
Aspen Technology Inc *		11,250		290,812
BroadSoft Inc *		7,650		313,803
Cadence Design Systems Inc *		40,050		515,243
Cavium Inc *		8,700		289,971
Ciena Corp *		19,050		259,080
Cognex Corp		12,650		437,437
CommVault Systems Inc *		8,800		516,560
comScore Inc *		24,550		374,387
Concur Technologies Inc *		4,200		309,666
CoStar Group Inc *		4,650		379,161
Cypress Semiconductor Corp *		19,800		212,256
DealerTrack Holdings Inc *		16,100		448,385
ExactTarget Inc *		17,500		423,850
Finisar Corp *		17,950		256,685
Fortinet Inc *		12,100		292,094
Freescale Semiconductor Ltd (Bermuda) *		23,350		222,059
InterXion Holding NV (Netherlands) *		15,600		354,432
Microsemi Corp *		18,650		374,306
NICE Systems Ltd ADR (Israel) *		9,295		308,780
OpenTable Inc *		6,840		284,544
QLIK Technologies Inc *		18,650		417,947
Silicon Graphics International Corp *		31,000		282,100

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-53

PACIFIC LIFE FUNDS

PL SMALL-CAP GROWTH FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Shares		Value
Tangoe Inc *		21,000		$275,730
Ultimate Software Group Inc *		4,900		500,290
Universal Display Corp *		4,900		168,462
Wright Express Corp *		6,915		482,114
				9,358,210
Materials - 4.2%
Cytec Industries Inc		4,750		311,220
Globe Specialty Metals Inc		10,000		152,200
Hecla Mining Co		26,650		174,557
PolyOne Corp		27,200		450,704
Rockwood Holdings Inc		7,350		342,510
Silgan Holdings Inc		9,440		410,734
				1,841,925
Telecommunication Services - 0.5%
Cogent Communications Group Inc		10,150		233,348
Utilities - 1.1%
ITC Holdings Corp		6,430		485,979
Total Common Stocks (Cost $34,862,041)				41,962,335
SHORT-TERM INVESTMENT - 3.1%
Money Market Fund - 3.1%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		1,361,969		1,361,969
Total Short-Term Investment (Cost $1,361,969)				1,361,969
TOTAL INVESTMENTS - 98.8% (Cost $36,224,010)				43,324,304
OTHER ASSETS & LIABILITIES, NET - 1.2%				543,581
NET ASSETS - 100.0%				$43,867,885

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Information Technology	21.3%
Consumer Discretionary	19.5%
Health Care	16.5%
Industrials	14.2%
Financials	9.0%
Energy	5.6%
Materials	4.2%
Consumer Staples	3.8%
Short-Term Investment	3.1%
Utilities	1.1%
Telecommunication Services	0.5%
	98.8%
Other Assets & Liabilities, Net	1.2%
	100.0%

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012		Level 1 Quoted Price		Level 2 Significant Observable Input		Level 3 Significant Unobservable Input
Assets	Common Stocks (1)		$41,962,335		$41,962,335		$—		$—
	Short-Term Investment		1,361,969		1,361,969		—		—
	Total		$43,324,304		$43,324,304		$—		$—

(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-69

A-54

PACIFIC LIFE FUNDS

PL SMALL-CAP VALUE FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Shares		Value
COMMON STOCKS - 94.7%
Consumer Discretionary - 10.7%
Aaron’s Inc		35,300		$981,693
Bob Evans Farms Inc		12,400		485,212
Cinemark Holdings Inc		53,500		1,200,005
Cracker Barrel Old Country Store Inc		5,299		355,616
Group 1 Automotive Inc		20,700		1,246,761
Harman International Industries Inc		26,000		1,200,160
Hillenbrand Inc		24,500		445,655
International Game Technology		84,437		1,105,280
Meredith Corp		31,600		1,106,000
Sturm Ruger & Co Inc		16,900		836,381
The Buckle Inc		22,700		1,031,261
True Religion Apparel Inc		17,500		373,275
Wolverine World Wide Inc		27,700		1,229,049
				11,596,348
Consumer Staples - 5.9%
Cal-Maine Foods Inc		17,300		777,462
Casey’s General Stores Inc		5,791		330,898
Embotelladora Andina SA ‘B’ ADR (Chile)		13,500		463,455
Fresh Del Monte Produce Inc (Cayman)		13,600		348,160
Harris Teeter Supermarkets Inc		25,700		998,188
Ingredion Inc		25,600		1,412,096
The Andersons Inc		17,909		674,453
Universal Corp		21,600		1,099,872
Weis Markets Inc		5,800		245,514
				6,350,098
Energy - 12.6%
Alliance Resource Partners LP		10,400		623,480
Berry Petroleum Co ‘A’		31,400		1,275,782
Bristow Group Inc		25,500		1,289,025
Buckeye Partners LP		15,100		724,347
Cimarex Energy Co		9,600		562,080
CVR Energy Inc *		39,400		1,447,950
Energen Corp		22,800		1,194,948
HollyFrontier Corp		24,800		1,023,496
Pioneer Southwest Energy Partners LP		13,400		344,782
Ship Finance International Ltd (Bermuda)		28,400		446,448
Sunoco Logistics Partners LP		23,400		1,091,610
TC Pipelines LP		9,400		424,410
Tidewater Inc		23,500		1,140,455
TransMontaigne Partners LP		6,900		262,200
Western Refining Inc		16,400		429,352
World Fuel Services Corp		38,300		1,363,863
				13,644,228
Financials - 17.7%
American Equity Investment Life Holding Co		24,300		282,609
American Financial Group Inc		25,000		947,500
American Realty Capital Trust Inc REIT		21,100		247,503
AmTrust Financial Services Inc		17,930		459,366
Bank of Hawaii Corp		22,400		1,021,888
CapitalSource Inc		117,100		887,618
Cash America International Inc		25,500		983,535
Community Trust Bancorp Inc		3,100		110,159
CreXus Investment Corp REIT		55,400		598,874
Cullen/Frost Bankers Inc		14,600		838,478
Duff & Phelps Corp ‘A’		8,403		114,365
FirstMerit Corp		11,500		169,395
Franklin Street Properties Corp REIT		49,400		546,858
Fulton Financial Corp		106,000		1,045,160
Hatteras Financial Corp REIT		21,900		617,361
Lakeland Financial Corp		4,962		136,951
Montpelier Re Holdings Ltd (Bermuda)		14,609		323,297
Old National Bancorp		41,800		568,898
Omega Healthcare Investors Inc REIT		37,900		861,467

	Shares		Value
Prosperity Bancshares Inc		24,300		$1,035,666
PS Business Parks Inc REIT		11,000		735,020
Raymond James Financial Inc		29,700		1,088,505
Retail Properties of America Inc ‘A’ REIT		56,344		637,814
SEI Investments Co		45,100		967,395
Southside Bancshares Inc		7,300		159,213
Sovran Self Storage Inc REIT		4,975		287,804
Starwood Property Trust Inc REIT		33,200		772,564
Susquehanna Bancshares Inc		59,900		626,554
Tompkins Financial Corp		4,000		162,080
Trustmark Corp		39,400		958,996
Washington Federal Inc		48,431		807,829
WesBanco Inc		7,129		147,642
				19,148,364
Health Care - 6.2%
Invacare Corp		18,700		264,418
Owens & Minor Inc		37,100		1,108,548
PerkinElmer Inc		43,150		1,271,631
STERIS Corp		34,500		1,223,715
Teleflex Inc		18,400		1,266,656
The Cooper Cos Inc		16,300		1,539,698
				6,674,666
Industrials - 17.2%
ABM Industries Inc		10,600		200,658
Alliant Techsystems Inc		22,200		1,112,442
Applied Industrial Technologies Inc		9,700		401,871
Avery Dennison Corp		29,200		929,144
Barnes Group Inc		35,100		877,851
Belden Inc		29,900		1,102,712
Cascade Corp		5,547		303,643
Crane Co		28,700		1,145,991
Cubic Corp		7,100		355,426
Curtiss-Wright Corp		30,600		1,000,620
Elbit Systems Ltd (Israel)		3,900		132,756
Ennis Inc		14,300		234,663
Great Lakes Dredge & Dock Co		33,200		255,640
ITT Corp		51,023		1,028,113
KBR Inc		35,100		1,046,682
Kennametal Inc		31,200		1,156,896
McGrath RentCorp		4,933		128,702
Standex International Corp		4,367		194,113
TAL International Group Inc		17,400		591,252
Textainer Group Holdings Ltd (Bermuda)		13,749		420,032
The Brink’s Co		36,500		937,685
Titan International Inc		40,300		711,698
Triumph Group Inc		24,600		1,538,238
Twin Disc Inc		962		17,220
UniFirst Corp		7,000		467,530
Valmont Industries Inc		11,900		1,564,850
Werner Enterprises Inc		32,760		700,081
				18,556,509
Information Technology - 3.6%
AVX Corp		22,600		216,734
Brooks Automation Inc		30,500		244,915
Diebold Inc		30,694		1,034,695
Fair Isaac Corp		16,092		712,232
j2 Global Inc		20,430		670,513
Jabil Circuit Inc		51,200		958,464
				3,837,553
Materials - 14.5%
A. Schulman Inc		19,800		471,636
AMCOL International Corp		11,382		385,622
Buckeye Technologies Inc		18,100		580,286
Cabot Corp		28,600		1,045,902
HudBay Minerals Inc (Canada)		84,162		828,693
IAMGOLD Corp (Canada)		42,800		676,668

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-55

PACIFIC LIFE FUNDS

PL SMALL-CAP VALUE FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Shares		Value
Innophos Holdings Inc		16,700		$809,783
Methanex Corp (Canada)		34,300		978,922
Neenah Paper Inc		13,200		378,048
NewMarket Corp		4,900		1,207,752
Olin Corp		6,400		139,072
Quaker Chemical Corp		9,594		447,752
Rentech Nitrogen Partners LP		9,440		365,894
Rock-Tenn Co ‘A’		15,500		1,118,790
Royal Gold Inc		17,030		1,700,616
Sensient Technologies Corp		28,500		1,047,660
Sonoco Products Co		36,770		1,139,502
Steel Dynamics Inc		68,700		771,501
Stepan Co		4,058		390,055
The Scotts Miracle-Gro Co ‘A’		25,600		1,112,832
				15,596,986
Utilities - 6.3%
AGL Resources Inc		18,500		756,835
Atmos Energy Corp		28,400		1,016,436
Avista Corp		20,100		517,374
El Paso Electric Co		11,840		405,520
Great Plains Energy Inc		29,000		645,540
Portland General Electric Co		30,900		835,536
Suburban Propane Partners LP		13,300		550,088
UGI Corp		39,800		1,263,650
Westar Energy Inc		28,400		842,344
				6,833,323
Total Common Stocks (Cost $86,415,534)				102,238,075
SHORT-TERM INVESTMENT - 5.6%
Money Market Fund - 5.6%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		6,005,510		6,005,510
Total Short-Term Investment (Cost $6,005,510)				6,005,510
TOTAL INVESTMENTS - 100.3% (Cost $92,421,044)				108,243,585
OTHER ASSETS & LIABILITIES, NET - (0.3%)				(296,014	)
NET ASSETS - 100.0%				$107,947,571

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Financials	17.7%
Industrials	17.2%
Materials	14.5%
Energy	12.6%
Consumer Discretionary	10.7%
Utilities	6.3%
Health Care	6.2%
Consumer Staples	5.9%
Short-Term Investment	5.6%
Information Technology	3.6%
	100.3%
Other Assets & Liabilities, Net	(0.3%	)
	100.0%

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks (1)		$102,238,075		$102,238,075		$—		$—
	Short-Term Investment		6,005,510		6,005,510		—		—
	Total		$108,243,585		$108,243,585		$—		$—

(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-69

A-56

PACIFIC LIFE FUNDS

PL REAL ESTATE FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Shares		Value
COMMON STOCKS - 95.8%
Consumer Discretionary - 3.4%
Starwood Hotels & Resorts Worldwide Inc		31,404		$1,820,176
Financials - 92.0%
Acadia Realty Trust REIT		10,483		260,188
Apartment Investment & Management Co ‘A’ REIT		46,216		1,201,154
Ashford Hospitality Trust Inc REIT		24,660		207,144
AvalonBay Communities Inc REIT		11,759		1,599,106
Boston Properties Inc REIT		21,659		2,395,702
BRE Properties Inc REIT		13,940		653,647
Brookfield Office Properties Inc (Canada)		75,264		1,246,372
Camden Property Trust REIT		10,334		666,440
CommonWealth REIT		1,217		17,719
Cousins Properties Inc REIT		64,298		510,526
DCT Industrial Trust Inc REIT		101,850		658,970
Digital Realty Trust Inc REIT		7,910		552,513
Douglas Emmett Inc REIT		180		4,153
Duke Realty Corp REIT		28,010		411,747
Equity Lifestyle Properties Inc REIT		14,149		963,830
Equity One Inc REIT		281		5,918
Equity Residential REIT		83,435		4,800,015
Federal Realty Investment Trust REIT		7,218		760,055
Forest City Enterprises Inc ‘A’ *		94,293		1,494,544
General Growth Properties Inc REIT		90,963		1,771,959
HCP Inc REIT		70,402		3,131,481
Healthcare Realty Trust Inc REIT		47,769		1,101,075
Host Hotels & Resorts Inc REIT		167,592		2,689,852
Hudson Pacific Properties Inc REIT		19,090		353,165
Lexington Realty Trust REIT		2,730		26,372
Liberty Property Trust REIT		4,214		152,715
Mack-Cali Realty Corp REIT		38,095		1,013,327
Omega Healthcare Investors Inc REIT		4,600		104,558
Parkway Properties Inc REIT		1,310		17,515
Plum Creek Timber Co Inc REIT		2,389		104,734
ProLogis Inc REIT		24,542		859,706
PS Business Parks Inc REIT		3,741		249,974
Public Storage REIT		14,317		1,992,497
Regency Centers Corp REIT		52,026		2,535,227
Retail Opportunity Investments Corp REIT		16,943		218,056
Senior Housing Properties Trust REIT		50,273		1,094,946
Simon Property Group Inc REIT		48,187		7,315,268
Sovran Self Storage Inc REIT		1,042		60,280
STAG Industrial Inc REIT		1,194		19,414
Starwood Property Trust Inc REIT		15,820		368,131
The Macerich Co REIT		14,220		813,811
UDR Inc REIT		26,610		660,460
Ventas Inc REIT		8,230		512,318
Vornado Realty Trust REIT		41,031		3,325,563
Winthrop Realty Trust REIT		15,101		162,789
				49,064,936

	Shares		Value
Health Care - 0.4%
Assisted Living Concepts Inc ‘A’		25,820		$197,007
Total Common Stocks (Cost $32,064,741)				51,082,119
SHORT-TERM INVESTMENT - 4.0%
Money Market Fund - 4.0%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		2,111,363		2,111,363
Total Short-Term Investment (Cost $2,111,363)				2,111,363
TOTAL INVESTMENTS - 99.8% (Cost $34,176,104)				53,193,482
OTHER ASSETS & LIABILITIES, NET - 0.2%				102,816
NET ASSETS - 100.0%				$53,296,298

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified by property sector as a percentage of net assets as follows:

Retail	25.7%
Specialized	20.6%
Residential	19.8%
Diversified	9.0%
Office	8.2%
Real Estate Operating Companies	5.1%
Hotels, Resorts & Cruise Lines	3.4%
Industrial	2.9%
Mortgage	0.7%
Health Care Facilities	0.4%
	95.8%
Short-Term Investment	4.0%
Other Assets & Liabilities, Net	0.2%
	100.0%

(b) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Common Stocks (1)		$51,082,119		$51,082,119		$—		$—
	Short-Term Investment		2,111,363		2,111,363		—		—
	Total		$53,193,482		$53,193,482		$—		$—

(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-69

A-57

PACIFIC LIFE FUNDS

PL EMERGING MARKETS FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Shares		Value
PREFERRED STOCKS - 6.4%
Brazil - 5.4%
Banco Bradesco SA ADR		31,400		$504,598
Cia Brasileira de Distribuicao Grupo Pao de Acucar ADR		26,130		1,178,724
Cia de Bebidas das Americas ADR		25,300		968,231
Lojas Americanas SA		183,846		1,429,236
Petroleo Brasileiro SA ADR		38,500		849,695
Vale SA ADR		47,080		817,309
				5,747,793
Colombia - 1.0%
Banco Davivienda SA		46,427		558,225
BanColombia SA ADR		8,520		508,729
				1,066,954
Total Preferred Stocks (Cost $5,363,354)				6,814,747
COMMON STOCKS - 90.9%
Bermuda - 0.9%
Credicorp Ltd		3,230		404,654
Dairy Farm International Holdings Ltd		30,150		334,902
Jardine Strategic Holdings Ltd		6,009		203,802
				943,358
Brazil - 5.5%
Amil Participacoes SA		11,100		132,778
B2W Cia Global do Varejo *		46,381		243,659
BM&FBOVESPA SA		313,316		1,887,083
Embraer SA ADR		31,920		849,710
Estacio Participacoes SA		43,300		724,069
Kroton Educacional SA - Share Deposit Certificates *		45,351		778,724
Natura Cosmeticos SA		45,900		1,243,019
				5,859,042
Cayman - 11.1%
Baidu Inc ADR *		28,190		3,293,156
Ctrip.com International Ltd ADR *		54,070		912,702
Eurasia Drilling Co Ltd GDR (LI) ~		17,010		561,330
Home Inns & Hotels Management Inc ADR *		17,820		441,936
NetEase Inc ADR *		17,980		1,009,397
New Oriental Education & Technology Group ADR		41,720		695,472
Soho China Ltd		327,000		202,082
Tencent Holdings Ltd		46,800		1,585,682
Tingyi Holding Corp		540,000		1,619,238
Want Want China Holdings Ltd		951,000		1,212,754
Youku Tudou Inc ADR *		16,860		310,055
				11,843,804
Chile - 0.2%
Banco Santander Chile SA		3,572,953		252,031
China - 1.2%
China Oilfield Services Ltd ‘H’		60,000		108,776
China Shenhua Energy Co Ltd ‘H’		165,000		636,984
Shandong Weigao Group Medical Polymer Co Ltd ‘H’		35,000		45,129
Shanghai Zhenhua Heavy Industries Co Ltd ‘B’ *		500		153
Sinopharm Group Co Ltd ‘H’		129,000		413,155
Wumart Stores Inc ‘H’		80,000		119,424
				1,323,621
Colombia - 1.5%
Almacenes Exito SA		49,454		821,588
Almacenes Exito SA GDR ~		45,700		763,825
				1,585,413

	Shares		Value
Denmark - 2.5%
Carlsberg AS ‘B’		24,415		$2,164,904
FLSmidth & Co AS		7,958		456,808
				2,621,712
Egypt - 0.6%
Commercial International Bank SAE		118,908		674,917
France - 0.6%
CFAO SA		11,030		528,806
Technip SA		1,430		159,559
				688,365
Hong Kong - 4.5%
AIA Group Ltd		295,400		1,096,627
CNOOC Ltd		483,000		981,275
Hang Lung Group Ltd		77,000		486,372
Hang Lung Properties Ltd		242,000		826,335
Hong Kong Exchanges & Clearing Ltd		89,035		1,340,081
Sun Art Retail Group Ltd		5,000		6,214
				4,736,904
India - 13.9%
Ambuja Cements Ltd		49,109		187,752
Asian Paints Ltd		7,729		575,263
Cipla Ltd		52,060		374,891
Colgate-Palmolive India Ltd		29,499		674,677
HDFC Bank Ltd ADR		42,510		1,597,526
Hindustan Unilever Ltd		110,503		1,142,271
Housing Development Finance Corp Ltd		148,982		2,184,187
ICICI Bank Ltd ADR		30,340		1,217,848
Infosys Ltd		70,102		3,352,785
Marico Ltd		125,195		474,438
Sun Pharmaceutical Industries Ltd		22,972		302,626
Sun TV Network Ltd		50,159		331,906
Tata Consultancy Services Ltd		44,211		1,084,574
Ultratech Cement Ltd		1,693		63,085
Zee Entertainment Enterprises Ltd		322,726		1,192,638
				14,756,467
Indonesia - 1.6%
P.T. Astra International Tbk		1,329,000		1,026,143
P.T. Unilever Indonesia Tbk		236,500		640,367
				1,666,510
Italy - 1.3%
Prada SPA		150,800		1,120,066
Saipem SPA		3,282		158,117
Salvatore Ferragamo Italia SPA		5,446		113,633
				1,391,816
Luxembourg - 1.2%
Tenaris SA ADR		30,440		1,241,039
Malaysia - 0.4%
Genting Bhd		141,000		401,342
Mexico - 8.6%
America Movil SAB de CV ‘L’ ADR		146,590		3,729,250
Fomento Economico Mexicano SAB de CV		175,412		1,615,288
Fomento Economico Mexicano SAB de CV ADR		17,470		1,606,891
Grupo Financiero Inbursa SAB de CV ‘O’		210,456		592,532
Grupo Televisa SAB ADR		25,900		608,909
Wal-Mart de Mexico SAB de CV ‘V’		349,529		984,359
				9,137,229
Netherlands - 1.3%
Yandex NV ‘A’ *		59,370		1,431,411

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-58

PACIFIC LIFE FUNDS

PL EMERGING MARKETS FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Shares		Value
Nigeria - 1.1%
Guaranty Trust Bank PLC		1,876,683		$228,616
Nigerian Breweries PLC		766,438		667,952
Zenith Bank PLC		2,483,550		257,518
				1,154,086
Philippines - 3.0%
Jollibee Foods Corp		222,960		539,693
SM Investments Corp		50,450		879,602
SM Prime Holdings Inc		5,204,070		1,766,603
				3,185,898
Russia - 4.9%
Magnit OJSC (RTS)		19,139		2,555,282
Magnit OJSC GDR (LI) ~		17,280		586,138
NovaTek OAO GDR (LI) ~		13,500		1,596,686
NovaTek OAO GDR (OTC) ~ r		3,700		437,610
				5,175,716
South Africa - 3.4%
Anglo American Platinum Ltd		11,896		612,560
Impala Platinum Holdings Ltd		56,719		927,599
MTN Group Ltd		82,184		1,568,209
Standard Bank Group Ltd		40,204		502,725
				3,611,093
South Korea - 4.4%
E-Mart Co Ltd		6,229		1,358,645
MegaStudy Co Ltd		1,770		117,637
NHN Corp		10,111		2,636,067
Shinsegae Co Ltd		2,843		531,931
				4,644,280
Taiwan - 2.9%
Epistar Corp		241,000		511,481
HTC Corp		53,210		514,404
Synnex Technology International Corp		286,118		646,527
Taiwan Semiconductor Manufacturing Co Ltd		475,995		1,450,419
				3,122,831
Thailand - 0.6%
Siam Commercial Bank PCL		125,000		692,414
Turkey - 4.6%
Akbank TAS		157,518		623,300
Anadolu Efes Biracilik Ve Malt Sanayii AS		56,258		836,248
BIM Birlesik Magazalar AS		16,025		669,142
Enka Insaat ve Sanayi AS		297,837		746,238
Haci Omer Sabanci Holding AS		307,448		1,349,619
Turkiye Garanti Bankasi AS		159,392		666,218
				4,890,765
United Arab Emirates - 0.7%
DP World Ltd		8,639		97,189
DP World Ltd (LI)		54,944		642,982
				740,171
United Kingdom - 8.2%
Anglo American PLC		48,605		1,436,315
BG Group PLC		60,950		1,235,974
Burberry Group PLC		10,270		166,864
Cairn Energy PLC * l		—		2
Genting Singapore PLC		596,000		662,973
Mail.ru Group Ltd GDR (LI) ~		4,300		146,011
Rio Tinto PLC		6,330		295,601
SABMiller PLC		34,930		1,540,069
Tullow Oil PLC		91,720		2,040,594
Unilever PLC		32,174		1,186,937
				8,711,340

	Shares		Value
United States - 0.2%
MercadoLibre Inc		1,980		$163,449
Total Common Stocks (Cost $78,024,353)				96,647,024
EQUITY-LINKED STRUCTURED SECURITIES - 0.1%
Vietnam - 0.1%
UBS AG (for Vietnam Dairy Products) Exp. 01/31/13 * r		18,000		100,838
Total Equity-Linked Structured Securities (Cost $74,067)				100,838
SHORT-TERM INVESTMENT - 2.5%
Money Market Fund - 2.5%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		2,716,728		2,716,728
Total Short-Term Investment (Cost $2,716,728)				2,716,728
TOTAL INVESTMENTS - 99.9% (Cost $86,178,502)				106,279,337
OTHER ASSETS & LIABILITIES, NET - 0.1%				73,029
NET ASSETS - 100.0%				$106,352,366

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Consumer Staples	25.5%
Financials	19.2%
Information Technology	17.1%
Consumer Discretionary	11.8%
Energy	9.4%
Telecommunication Services	5.0%
Materials	4.6%
Industrials	3.6%
Short-Term Investment	2.5%
Health Care	1.2%
	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-69

A-59

PACIFIC LIFE FUNDS

PL EMERGING MARKETS FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

(b) As of September 30, 2012, the fund was diversified by country of incorporation as a percentage of net assets as follows:

India	13.9%
Cayman	11.1%
Brazil	10.9%
Mexico	8.6%
United Kingdom	8.2%
Russia	4.9%
Turkey	4.6%
Hong Kong	4.5%
South Korea	4.4%
South Africa	3.4%
Philippines	3.0%
Taiwan	2.9%
United States (includes Short-Term Investment)	2.7%
Colombia	2.5%
Denmark	2.5%
Indonesia	1.6%
Netherlands	1.3%
Italy	1.3%
China	1.2%
Luxembourg	1.2%
Nigeria	1.1%
Others (each less than 1.0%)	4.1%
	99.9%
Other Assets & Liabilities, Net	0.1%
	100.0%

(c) As of September 30, 2012, 0.5% 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-69

A-60

PACIFIC LIFE FUNDS

PL EMERGING MARKETS FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

(d) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Preferred Stocks (1)		$6,814,747		$6,814,747		$—		$—
	Common Stocks
	Bermuda		943,358		404,654		538,704		—
	Brazil		5,859,042		5,859,042		—		—
	Cayman		11,843,804		6,662,718		5,181,086		—
	Chile		252,031		252,031		—		—
	China		1,323,621		—		1,323,621		—
	Colombia		1,585,413		821,588		763,825		—
	Denmark		2,621,712		—		2,621,712		—
	Egypt		674,917		—		674,917		—
	France		688,365		—		688,365		—
	Hong Kong		4,736,904		—		4,736,904		—
	India		14,756,467		2,815,374		11,941,093		—
	Indonesia		1,666,510		—		1,666,510		—
	Italy		1,391,816		—		1,391,816		—
	Luxembourg		1,241,039		1,241,039		—		—
	Malaysia		401,342		—		401,342		—
	Mexico		9,137,229		9,137,229		—		—
	Netherlands		1,431,411		1,431,411		—		—
	Nigeria		1,154,086		1,154,086		—		—
	Philippines		3,185,898		—		3,185,898		—
	Russia		5,175,716		—		5,175,716		—
	South Africa		3,611,093		—		3,611,093		—
	South Korea		4,644,280		—		4,644,280		—
	Taiwan		3,122,831		—		3,122,831		—
	Thailand		692,414		—		692,414		—
	Turkey		4,890,765		—		4,890,765		—
	United Arab Emirates		740,171		740,171		—		—
	United Kingdom		8,711,340		—		8,711,340		—
	United States		163,449		163,449		—		—
			96,647,024		30,682,792		65,964,232		—
	Equity-Linked Structured Securities		100,838		—		100,838		—
	Short-Term Investment		2,716,728		2,716,728		—		—
	Total		$106,279,337		$40,214,267		$66,065,070		$—

During the six-month period ended September 30, 2012, an investment with a value of $146,011 was transferred from level 1 to level 2 due to valuation adjustments made to exchange-traded prices, and an investment with a value of $778,724 was transferred from level 2 to level 1 due to the removal of valuation adjustments made to exchange-traded prices.

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

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-61

PACIFIC LIFE FUNDS

PL INTERNATIONAL LARGE-CAP FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Shares		Value
PREFERRED STOCKS - 0.8%
Brazil - 0.8%
Itau Unibanco Holding SA ADR		112,100		$1,712,888
Total Preferred Stocks (Cost $1,828,890)				1,712,888
COMMON STOCKS - 97.9%
Australia - 2.0%
QBE Insurance Group Ltd		237,872		3,184,329
Westpac Banking Corp		46,600		1,196,907
				4,381,236
Bermuda - 1.4%
Li & Fung Ltd		1,922,400		2,975,046
Brazil - 1.2%
BM&FBOVESPA SA		277,637		1,672,190
Tim Participacoes SA ADR		46,000		884,120
				2,556,310
Canada - 2.4%
Canadian National Railway Co		60,549		5,342,238
Czech Republic - 0.8%
Komercni Banka AS		8,274		1,651,498
France - 11.7%
Air Liquide SA		38,385		4,767,849
Danone SA		71,837		4,429,802
Dassault Systemes SA		12,235		1,288,894
Legrand SA		66,004		2,494,760
LVMH Moet Hennessy Louis Vuitton SA		27,321		4,120,091
Pernod-Ricard SA		40,386		4,538,412
Schneider Electric SA		66,865		3,971,476
				25,611,284
Germany - 11.7%
Bayer AG		81,137		6,981,184
Beiersdorf AG		62,014		4,555,106
Deutsche Boerse AG		13,458		745,309
Linde AG		36,956		6,371,502
Merck KGaA		25,226		3,113,462
SAP AG		56,325		3,994,083
				25,760,646
Hong Kong - 2.5%
AIA Group Ltd		658,600		2,444,952
China Unicom Ltd		1,274,000		2,077,261
CNOOC Ltd		416,000		845,156
				5,367,369
India - 2.0%
ICICI Bank Ltd ADR		100,196		4,021,867
Infosys Ltd ADR		8,542		414,629
				4,436,496
Israel - 0.9%
Check Point Software Technologies Ltd *		38,800		1,868,608
Japan - 14.4%
Canon Inc		89,550		2,865,850
Denso Corp		127,500		4,001,189
FANUC Corp		18,900		3,043,969
Honda Motor Co Ltd		140,300		4,305,064

	Shares		Value
HOYA Corp		117,200		$2,574,139
INPEX Corp		650		3,850,395
Lawson Inc		50,700		3,895,842
NTT DOCOMO Inc		952		1,543,909
Shin-Etsu Chemical Co Ltd		97,200		5,464,060
				31,544,417
Mexico - 0.4%
Grupo Financiero Santander Mexico SAB de CV ‘B’ ADR *		65,060		891,322
Netherlands - 7.6%
Akzo Nobel NV		63,517		3,597,874
Heineken NV		97,528		5,824,586
ING Groep NV CVA *		438,768		3,487,964
Randstad Holding NV		111,789		3,725,687
				16,636,111
Singapore - 1.1%
DBS Group Holdings Ltd		131,000		1,530,073
Singapore Telecommunications Ltd		364,380		948,583
				2,478,656
South Africa - 0.3%
MTN Group Ltd		37,592		717,318
South Korea - 0.9%
Samsung Electronics Co Ltd		1,628		1,960,001
Spain - 2.8%
Amadeus IT Holding SA ‘A’		133,537		3,117,709
Banco Santander SA *		278,208		2,084,234
Red Electrica Corp SA		20,554		976,211
				6,178,154
Sweden - 1.0%
Hennes & Mauritz AB ‘B’		65,801		2,291,506
Switzerland - 9.8%
Givaudan SA		482		458,015
Julius Baer Group Ltd		90,470		3,154,826
Kuehne + Nagel International AG		5,780		654,028
Nestle SA		119,612		7,545,261
Roche Holding AG		19,148		3,576,951
Sonova Holding AG		16,137		1,632,800
Swiss Re AG		28,060		1,805,599
UBS AG (XVTX)		222,585		2,716,548
				21,544,028
Taiwan - 2.4%
Hon Hai Precision Industry Co Ltd		667,080		2,065,981
Taiwan Semiconductor Manufacturing Co Ltd ADR		201,006		3,179,915
				5,245,896
United Kingdom - 20.6%
Barclays PLC		424,362		1,483,362
BG Group PLC		103,470		2,098,215
Compass Group PLC		418,152		4,759,876
Delphi Automotive PLC *		54,340		1,684,540
Diageo PLC		155,071		4,404,413
Hays PLC		711,705		907,335
HSBC Holdings PLC (LI)		782,531		7,316,466
Reckitt Benckiser Group PLC		65,023		3,746,379
Rio Tinto PLC		75,982		3,548,245
Royal Dutch Shell PLC ‘A’ (LI)		118,177		4,092,855
Smiths Group PLC		135,786		2,279,241

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-62

PACIFIC LIFE FUNDS

PL INTERNATIONAL LARGE-CAP FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Shares		Value
Standard Chartered PLC		213,464		$4,843,975
WPP PLC		299,762		4,101,066
				45,265,968
Total Common Stocks (Cost $181,265,655)				214,704,108
SHORT-TERM INVESTMENT - 0.8%
Money Market Fund - 0.8%
Blackrock Liquidity Funds Treasury Trust Fund Portfolio		1,903,960		1,903,960
Total Short-Term Investment (Cost $1,903,960)				1,903,960
TOTAL INVESTMENTS - 99.5% (Cost $184,998,505)				218,320,956
OTHER ASSETS & LIABILITIES, NET - 0.5%				1,008,948
NET ASSETS - 100.0%				$219,329,904

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Financials	21.0%
Consumer Staples	17.8%
Consumer Discretionary	12.9%
Materials	11.0%
Information Technology	10.6%
Industrials	10.2%
Health Care	7.0%
Energy	5.0%
Telecommunication Services	2.8%
Short-Term Investment	0.8%
Utilities	0.4%
	99.5%
Other Assets & Liabilities, Net	0.5%
	100.0%

(b) As of September 30, 2012, the fund was diversified by country of incorporation region as a percentage of net assets as follows:

United Kingdom	20.6%
Japan	14.4%
Germany	11.7%
France	11.7%
Switzerland	9.8%
Netherlands	7.6%
Spain	2.8%
Hong Kong	2.5%
Canada	2.4%
Taiwan	2.4%
India	2.0%
Australia	2.0%
Brazil	2.0%
Bermuda	1.4%
Singapore	1.1%
Sweden	1.0%
Others (each less than 1.0%)	4.1%
	99.5%
Other Assets & Liabilities, Net	0.5%
	100.0%

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-63

PACIFIC LIFE FUNDS

PL INTERNATIONAL LARGE-CAP FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

(c) Fair Value Measurements

The following is a summary of the fund’s investments as categorized under the three-tier hierarchy of inputs used in valuing the fund’s assets and liabilities (See Note 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012		Level 1 Quoted Price		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Assets	Preferred Stocks (1)		$1,712,888		$1,712,888		$—		$—
	Common Stocks
	Australia		4,381,236		—		4,381,236		—
	Bermuda		2,975,046		—		2,975,046		—
	Brazil		2,556,310		2,556,310		—		—
	Canada		5,342,238		5,342,238		—		—
	Czech Republic		1,651,498		—		1,651,498		—
	France		25,611,284		—		25,611,284		—
	Germany		25,760,646		—		25,760,646		—
	Hong Kong		5,367,369		—		5,367,369		—
	India		4,436,496		4,436,496		—		—
	Israel		1,868,608		1,868,608		—		—
	Japan		31,544,417		—		31,544,417		—
	Mexico		891,322		891,322		—		—
	Netherlands		16,636,111		—		16,636,111		—
	Singapore		2,478,656		—		2,478,656		—
	South Africa		717,318		—		717,318		—
	South Korea		1,960,001		—		1,960,001		—
	Spain		6,178,154		—		6,178,154		—
	Sweden		2,291,506		—		2,291,506		—
	Switzerland		21,544,028		—		21,544,028		—
	Taiwan		5,245,896		3,179,915		2,065,981		—
	United Kingdom		45,265,968		1,684,540		43,581,428		—
			214,704,108		19,959,429		194,744,679		—
	Short-Term Investment		1,903,960		1,903,960		—		—
	Total		$218,320,956		$23,576,277		$194,744,679		$—

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

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-64

PACIFIC LIFE FUNDS

PL INTERNATIONAL VALUE FUND

Schedule of Investments

September 30, 2012 (Unaudited)

	Shares		Value
PREFERRED STOCKS - 1.5%
Germany - 1.5%
Volkswagen AG		12,178		$2,224,447
Total Preferred Stocks (Cost $2,028,123)				2,224,447
COMMON STOCKS - 95.3%
Australia - 2.2%
Australia & New Zealand Banking Group Ltd		129,441		3,310,975
Belgium - 1.2%
Solvay SA		15,042		1,746,645
Canada - 0.7%
First Quantum Minerals Ltd		52,701		1,123,066
China - 1.7%
China Construction Bank Corp ‘H’		2,193,000		1,515,415
China Shenhua Energy Co Ltd ‘H’		282,500		1,090,594
				2,606,009
Finland - 0.9%
UPM-Kymmene OYJ		120,210		1,363,750
France - 10.9%
AXA SA		74,610		1,114,891
BNP Paribas SA		58,192		2,781,312
Cie de St-Gobain		37,201		1,311,332
GDF Suez		45,786		1,026,079
Renault SA		28,023		1,320,801
Sanofi		58,217		4,973,433
Schneider Electric SA		22,062		1,310,382
Sodexo		26,961		2,032,241
Suez Environnement Co		63,078		715,947
				16,586,418
Germany - 8.7%
Allianz SE		27,847		3,315,771
BASF SE		24,214		2,046,022
Bayer AG		45,449		3,910,520
Deutsche Boerse AG		29,953		1,658,808
E.ON AG		96,466		2,292,518
				13,223,639
Hong Kong - 3.9%
China Overseas Land & Investment Ltd		306,000		775,327
CNOOC Ltd		866,000		1,759,387
Hutchison Whampoa Ltd		253,000		2,443,486
Sino Land Co Ltd		468,000		870,238
				5,848,438
Israel - 1.0%
Teva Pharmaceutical Industries Ltd ADR		37,293		1,544,303
Italy - 3.4%
ENI SPA		192,968		4,233,921
Intesa Sanpaolo SPA		650,044		994,149
				5,228,070
Japan - 20.1%
Asahi Group Holdings Ltd		43,800		1,079,407
Bridgestone Corp		42,500		984,911

	Shares		Value
Canon Inc		49,300		$1,577,737
East Japan Railway Co		11,700		774,852
Fujitsu Ltd		248,000		930,342
Hitachi Ltd		474,000		2,633,824
Honda Motor Co Ltd		96,600		2,964,142
Japan Airlines Co Ltd *		27,700		1,295,554
Japan Tobacco Inc		66,400		1,990,046
JX Holdings Inc		172,660		943,937
Kirin Holdings Co Ltd		109,000		1,457,490
Marubeni Corp		144,000		918,209
Mitsubishi Electric Corp		95,000		699,598
Mitsui & Co Ltd		78,600		1,105,026
Nippon Telegraph & Telephone Corp		41,600		1,973,988
Nissan Motor Co Ltd		97,900		833,516
ORIX Corp		13,770		1,380,762
Sumitomo Corp		160,900		2,169,599
Sumitomo Mitsui Financial Group Inc		121,300		3,773,506
Yamato Holdings Co Ltd		67,900		1,074,961
				30,561,407
Luxembourg - 0.7%
ArcelorMittal		68,420		986,428
Netherlands - 2.5%
European Aeronautic Defence & Space Co NV		35,120		1,116,517
ING Groep NV CVA *		174,229		1,385,025
Unilever NV CVA		38,353		1,358,629
				3,860,171
Norway - 1.2%
Telenor ASA		94,164		1,837,953
South Africa - 0.3%
African Bank Investments Ltd		114,100		453,422
South Korea - 1.7%
Samsung Electronics Co Ltd		2,163		2,604,105
Spain - 2.3%
Banco Bilbao Vizcaya Argentaria SA		136,514		1,079,359
Iberdrola SA		281,969		1,282,796
Repsol YPF SA		57,048		1,110,364
				3,472,519
Sweden - 3.4%
Nordea Bank AB		233,137		2,314,513
Swedbank AB ‘A’		48,950		920,775
Telefonaktiebolaget LM Ericsson ‘B’		212,279		1,936,180
				5,171,468
Switzerland - 3.5%
Credit Suisse Group AG		80,602		1,714,197
Roche Holding AG		8,003		1,495,004
Swiss Re AG		27,849		1,792,022
Zurich Insurance Group AG		1,270		316,251
				5,317,474
United Kingdom - 25.0%
Barclays PLC		785,305		2,745,043
British American Tobacco PLC		23,141		1,196,116
Centrica PLC		467,919		2,499,818
Experian PLC		68,241		1,144,662
GlaxoSmithKline PLC		88,346		2,050,089
HSBC Holdings PLC		594,020		5,553,936
InterContinental Hotels Group PLC		78,008		2,048,055
Kingfisher PLC		433,505		1,852,408
Pearson PLC		80,051		1,573,002
Prudential PLC		174,001		2,281,836

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-65

PACIFIC LIFE FUNDS

PL INTERNATIONAL VALUE FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

	Shares		Value
Rio Tinto PLC		46,631		$2,177,598
Royal Dutch Shell PLC ‘A’		162,220		5,618,207
SABMiller PLC		36,060		1,589,891
Vodafone Group PLC		1,957,170		5,570,245
				37,900,906
Total Common Stocks (Cost $136,713,004)				144,747,166
SHORT-TERM INVESTMENT - 1.6%
Money Market Fund - 1.6%
Blackrock Liquidity Funds Treasury Trust Fund Portfolio		2,435,716		2,435,716
Total Short-Term Investment (Cost $2,435,716)				2,435,716
TOTAL INVESTMENTS - 98.4% (Cost $141,176,843)				149,407,329
OTHER ASSETS & LIABILITIES, NET - 1.6%				2,452,430
NET ASSETS - 100.0%				$151,859,759

Notes to Schedule of Investments

(a) As of September 30, 2012, the fund was diversified as a percentage of net assets as follows:

Financials	27.7%
Consumer Discretionary	10.4%
Industrials	10.1%
Energy	9.7%
Health Care	9.2%
Information Technology	6.4%
Materials	6.2%
Telecommunication Services	6.2%
Consumer Staples	5.7%
Utilities	5.2%
Short-Term Investment	1.6%
	98.4%
Other Assets & Liabilities, Net	1.6%
	100.0%

(b) As of September 30, 2012, the fund was diversified by country of incorporation as a percentage of net assets as follows:

United Kingdom	25.0%
Japan	20.1%
France	10.9%
Germany	10.2%
Hong Kong	3.9%
Switzerland	3.5%
Italy	3.4%
Sweden	3.4%
Netherlands	2.5%
Spain	2.3%
Australia	2.2%
China	1.7%
South Korea	1.7%
United States (includes Short-Term Investment)	1.6%
Norway	1.2%
Belgium	1.2%
Israel	1.0%
Others (each less than 1.0%)	2.6%
	98.4%
Other Assets & Liabilities, Net	1.6%
	100.0%

(c) As of September 30, 2012, $151,000 in cash was segregated with the broker(s)/custodian for open futures contracts.

(d) Open futures contracts outstanding as of September 30, 2012 were as follows:

Long Futures Outstanding	Number of Contracts		Notional Amount		Unrealized Appreciation (Depreciation)
Dow Jones EURO STOXX 50 (12/12)		30		EUR 761,700		($32,434	)
FTSE 100 Index (12/12)		9		GBP 524,925		(17,386	)
TOPIX Index (12/12)		6		JPY 43,500,000		7,627
Total Future Contracts						($42,193	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-66

PACIFIC LIFE FUNDS

PL INTERNATIONAL VALUE FUND

Schedule of Investments (Continued)

September 30, 2012 (Unaudited)

(e) Forward foreign currency contracts outstanding as of September 30, 2012 were as follows:

Currency Purchased		Currency Sold		Expiration		Counterparty	Unrealized Appreciation (Depreciation)
AUD	528,836	EUR	447,601		11/12	WBC		($28,800	)
AUD	8,956,951	USD	9,258,097		11/12	SSB		(87,048	)
CHF	539,202	GBP	354,321		11/12	WBC		1,647
CHF	1,801,227	USD	1,916,593		11/12	RBS		65,895
CHF	254,577	USD	270,883		11/12	TDB		4,502
CHF	7,756,736	USD	8,253,545		11/12	WBC		306,387
EUR	1,301,107	USD	1,672,645		11/12	RBC		(13,742	)
GBP	384,119	EUR	488,030		11/12	UBS		(7,188	)
GBP	152,961	USD	246,972		11/12	BRC		10,037
GBP	307,380	USD	496,299		11/12	UBS		16,909
HKD	12,704,374	USD	1,638,434		11/12	SSB		(601	)
JPY	34,885,636	EUR	354,266		11/12	UBS		(8,264	)
JPY	47,500,000	USD	608,857		11/12	MSC		4,129
JPY	37,369,516	USD	479,004		11/12	TDB		330
NOK	449,100	USD	78,278		11/12	SSB		4,367
NZD	407,430	USD	336,817		11/12	HSB		9,115
NZD	372,500	USD	307,941		11/12	UBS		10,511
SGD	3,408,646	USD	2,777,436		11/12	SSB		38,049
USD	883,201	CAD	869,009		11/12	CSF		(17,317	)
USD	990,327	CHF	930,716		11/12	CIT		12,693
USD	1,144,078	CHF	1,075,212		11/12	CSF		5,980
USD	354,167	CHF	332,848		11/12	MSC		87
USD	461,376	CHF	433,604		11/12	SSB		6,621
USD	504,076	EUR	392,108		11/12	BRC		(11,584	)
USD	7,512,851	EUR	5,844,048		11/12	CSF		(339,790	)
USD	434,267	EUR	337,805		11/12	SSB		(17,764	)
USD	430,854	EUR	335,150		11/12	WBC		(2,322	)
USD	346,496	GBP	214,601		11/12	BRC		(5,523	)
USD	6,728,612	GBP	4,167,331		11/12	CSF		(192,162	)
USD	451,381	HKD	3,500,000		11/12	MSC		(45	)
USD	696,076	HKD	5,397,354		11/12	TDB		(97	)
USD	5,580,924	JPY	435,396,088		11/12	WBC		(9,167	)
USD	199,748	NOK	1,146,000		11/12	WBC		(1,693	)
USD	446,930	NZD	540,628		11/12	WBC		(11,746	)
USD	442,879	SEK	2,912,545		11/12	WBC		(17,761	)
Total Forward Foreign Currency Contracts								($275,355	)

See Notes to Financial Statements See explanation of symbols and terms, if any, on page A-69

A-67

PACIFIC LIFE FUNDS

PL INTERNATIONAL VALUE FUND

Schedule of Investments (Continued)

September 30, 2012 (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 3D in Notes to Financial Statements) as of September 30, 2012:

		Total Value at September 30, 2012			Level 1 Quoted Price			Level 2 Significant Observable Input			Level 3 Significant Unobservable Input
Assets	Preferred Stocks (1)		$2,224,447			$—			$2,224,447			$—
	Common Stocks
	Australia		3,310,975			—			3,310,975			—
	Belgium		1,746,645			—			1,746,645			—
	Canada		1,123,066			1,123,066			—			—
	China		2,606,009			—			2,606,009			—
	Finland		1,363,750			—			1,363,750			—
	France		16,586,418			—			16,586,418			—
	Germany		13,223,639			—			13,223,639			—
	Hong Kong		5,848,438			—			5,848,438			—
	Israel		1,544,303			1,544,303			—			—
	Italy		5,228,070			—			5,228,070			—
	Japan		30,561,407			1,295,554			29,265,853			—
	Luxembourg		986,428			—			986,428			—
	Netherlands		3,860,171			—			3,860,171			—
	Norway		1,837,953			—			1,837,953			—
	South Africa		453,422			—			453,422			—
	South Korea		2,604,105			—			2,604,105			—
	Spain		3,472,519			—			3,472,519			—
	Sweden		5,171,468			—			5,171,468			—
	Switzerland		5,317,474			316,251			5,001,223			—
	United Kingdom		37,900,906			—			37,900,906			—
			144,747,166			4,279,174			140,467,992			—
	Short-Term Investment		2,435,716			2,435,716			—			—
	Derivatives:
	Equity Contracts
	Futures		7,627			7,627			—			—
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		497,259			—			497,259			—
	Total Assets Derivatives		504,886			7,627			497,259			—
	Total Assets		149,912,215			6,722,517			143,189,698			—
Liabilities	Derivatives:
	Equity Contracts
	Futures		(49,820	)		(49,820	)		—			—
	Foreign Currency Contracts
	Forward Foreign Currency Contracts		(772,614	)		—			(772,614	)		—
	Total Liabilities		(822,434	)		(49,820	)		(772,614	)		—
	Total		$149,089,781			$6,672,697			$142,417,084			$—

(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-69

A-68

PACIFIC LIFE FUNDS

Schedule of Investments (Continued)

Explanation of Symbols and Terms

September 30, 2012 (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, 2012. For senior loan notes, the rate shown may represent a weighted average interest rate.
W	Investments were in default as of September 30, 2012.
±	The security is a perpetual bond and has no definite maturity date.
µ	Unsettled position. Contract rates do not take effect until settlement date.
~	Securities are not registered under the Securities Act of 1933 (1933 Act). These securities are either (1) exempt from registration pursuant to Rule 144A under the 1933 Act and may only be sold to “qualified institutional buyers”, or (2) the securities comply with Regulation S rules governing offers and sales made outside the United States without registration under the 1933 Act and contain certain restrictions as to public resale.
¯	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, 2012.
+	The values of these investments were determined by the Trustee Valuation Committee or determined by a valuation committee established under the Trust Procedures, and then subsequently 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 3C in Notes to Financial Statements).
r	Illiquid Investments. Investments were reported as illiquid by the portfolio manager or advisor pursuant to the Trust’s policy and procedures (See Note 4 in Notes to Financial Statements).
l	Total shares owned by the fund as of September 30, 2012 were less than one share.
Counterparty Abbreviations:
BOA	Bank of America
BNY	Bank of New York Mellon
BRC	Barclays
CIB	Canadian Imperial Bank of Commerce
CIT	Citigroup
CME	Chicago Mercantile Exchange
CSF	Credit Suisse
DUB	Deutsche Bank
GSC	Goldman Sachs
HSB	HSBC
ING	ING Bank
JPM	JPMorgan Chase
MSC	Morgan Stanley
RBC	Royal Bank of Canada
RBS	Royal Bank of Scotland
SCB	Standard Chartered Bank
SSB	State Street Bank
TDB	Toronto Dominion Bank
UBS	UBS
WBC	Westpac Banking Corp

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
INR	Indian Rupee
JPY	Japanese Yen
KRW	Korean Won
MXN	Mexican Peso
MYR	Malaysian Ringgit
NOK	Norwegian Krone
NZD	New Zealand Dollar
PHP	Philippine Peso
PLN	Polish Zloty
RUB	Russian Ruble
SEK	Swedish Krona
SGD	Singapore Dollar
TRY	Turkish Lira
USD	United States Dollar
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
LIBOR	London Interbank Offered Rate
NA	Not Applicable
‘NY’	New York Shares
OTC	Over the Counter
REIT	Real Estate Investment Trust

Note:

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

See Notes to Financial Statements

A-69

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES

SEPTEMBER 30, 2012 (Unaudited)

	PL Floating Rate Loan Fund		PL Inflation Managed Fund		PL Managed Bond Fund		PL Short Duration Bond Fund			PL Emerging Markets Debt Fund		PL Comstock Fund
ASSETS
Investments, at cost		$99,082,201		$188,253,646		$744,294,045		$223,329,981			$82,211,170		$226,805,176
Investments, at value		$100,169,363		$197,129,325		$762,460,053		$225,835,375			$85,687,174		$265,591,484
Repurchase agreements, at value		—		—		100,000		—			—		—
Cash (1)		—		—		19,000		—			—		—
Foreign currency held, at value (2)		—		2,831		97,654		—			46,211		—
Receivables:
Dividends and interest		735,158		625,285		2,597,554		1,107,854			1,418,148		386,755
Fund shares sold		216,270		429,552		955,882		395,245			27,014		—
Securities sold		3,321,260		49,606		121,410,892		2,740,361			1,470,660		—
Swap agreements		—		500,000		—		—			—		—
Variation margin		—		—		497,823		—			—		—
Securities sold short		—		—		11,562,031		—			—		—
Due from adviser		11,194		22,343		38,186		13,287			28,836		12,739
Forward foreign currency contracts appreciation		—		95,220		320,897		—			209,312		89,288
Prepaid expenses and other assets		687		1,687		2,785		931			—		1,310
Swap contracts, at value		—		229,455		1,375,009		—			1,647		—
Total Assets		104,453,932		199,085,304		901,437,766		230,093,053			88,889,002		266,081,576
LIABILITIES
Payables:
Fund shares redeemed		—		—		6,604		—			—		21,512
Securities purchased		4,782,324		132,251		317,571,962		3,160,800			2,943,115		—
Swap agreements		—		503,815		—		—			—		—
Reverse repurchase agreements		—		13,974,750		—		—			—		—
Due to custodian in foreign currency (2)		—		—		—		—			—		516,807
Securities sold short, at value (proceeds $11,562,031)		—		—		11,718,125		—			—		—
Variation margin		—		50,558		—		—			—		—
Due to brokers (3)		—		6,440,529		2,391,257		—			—		—
Accrued advisory fees		52,270		56,965		183,235		73,473			54,411		159,980
Accrued administration fees		12,062		21,362		68,713		27,552			10,397		32,649
Accrued support service expenses		6,610		18,709		30,805		9,104			2,536		12,221
Accrued custodian fees and expenses		8,679		12,765		23,338		5,251			59,602		5,917
Accrued transfer agency out-of-pocket expenses		4,152		11,771		19,319		5,453			2,685		7,246
Accrued legal, audit and tax service fees		9,784		27,213		44,733		13,371			3,366		18,038
Accrued trustees’ fees and expenses and deferred compensation		195		1,630		7,389		538			50		2,336
Accrued offering expenses		—		—		—		—			11,571		—
Accrued other		10,420		22,728		38,047		13,781			8,548		10,524
Forward foreign currency contracts depreciation		—		271,805		797,995		—			110,014		—
Outstanding options written, at value (premiums received $421,722 and $378,360)		—		459,530		226,087		—			—		—
Swap contracts, at value		—		1,251		799,892		—			—		—
Total Liabilities		4,886,496		22,007,632		333,927,501		3,309,323			3,206,295		787,230
NET ASSETS		$99,567,436		$177,077,672		$567,510,265		$226,783,730			$85,682,707		$265,294,346
NET ASSETS CONSIST OF:
Paid-in capital		$94,786,146		$150,885,077		$531,796,050		$222,746,785			$80,945,022		$249,479,626
Undistributed net investment income		3,497,888		4,185,094		11,123,022		1,575,084			909,634		2,339,581
Undistributed/accumulated net realized gain (loss)		196,240		13,359,197		6,611,022		(43,533	)		253,913		(25,402,852	)
Net unrealized appreciation on investments and assets and liabilities in foreign currencies		1,087,162		8,648,304		17,980,171		2,505,394			3,574,138		38,877,991
NET ASSETS		$99,567,436		$177,077,672		$567,510,265		$226,783,730			$85,682,707		$265,294,346
Class P Shares:
Shares of beneficial interest outstanding		9,584,740		15,467,894		49,626,857		22,197,094			8,086,805		20,761,698
Net Asset Value Per Share		$10.39		$11.45		$11.44		$10.22			$10.60		$12.78

(1) Includes cash collateral segregated for open Futures contracts and swap contracts in the PL Managed Bond Fund of $13,000 and $6,000, respectively.

(2) The cost of foreign currency for the PL Inflation Managed, PL Managed Bond, PL Emerging Markets Debt and PL Comstock Funds was $2,728, $97,965, $46,511 and ($519,290), respectively.

(3) The PL Inflation Managed and PL Managed Bond Funds received cash collateral to mitigate risk of loss to certain counterparties, which will be repaid based on master netting arrangements between the Funds and the counterparties. The Funds invest such cash collateral in investments securities. (See Note 5 in Notes to Financial Statements). Also, includes funds borrowed of $6,150,531 and $101,257 for sale-buyback financing transactions in the PL Inflation Managed and PL Managed Bond Funds, respectively (see Note 4 in Notes to Financial Statements).

See Notes to Financial Statements

B-1

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

SEPTEMBER 30, 2012 (Unaudited)

	PL Growth LT Fund			PL Large-Cap Growth Fund			PL Large-Cap Value Fund			PL Main Street® Core Fund			PL Mid-Cap Equity Fund			PL Mid-Cap Growth Fund
ASSETS
Investments, at cost		$30,787,264			$102,496,721			$263,716,760			$170,597,242			$117,776,193			$54,474,635
Investments, at value		$41,084,886			$133,423,369			$329,589,173			$214,397,909			$129,928,611			$62,298,761
Foreign currency held, at value (1)		9,861			—			—			—			—			793
Receivables:
Dividends and interest		27,765			49,395			677,000			149,951			182,783			19,922
Fund shares sold		—			—			237,881			—			—			26,108
Securities sold		185,455			3,684,349			—			1,089,850			761,439			—
Foreign tax reclaim		3,172			—			—			—			—			9,582
Due from adviser		10,181			8,217			16,055			12,589			11,246			5,665
Forward foreign currency contracts appreciation		8,736			—			—			—			—			—
Prepaid expenses and other assets		640			739			1,667			1,184			1,055			426
Total Assets		41,330,696			137,166,069			330,521,776			215,651,483			130,885,134			62,361,257
LIABILITIES
Payables:
Fund shares redeemed		4,340			8,491			28,305			20,002			14,152			9,435
Securities purchased		406,630			1,564,766			—			1,082,816			2,210,304			252,273
Accrued advisory fees		18,609			80,598			175,574			79,442			69,513			35,614
Accrued administration fees		5,075			16,676			40,517			26,481			16,042			7,632
Accrued support service expenses		6,484			7,607			15,838			11,598			9,852			4,240
Accrued custodian fees and expenses		21,958			5,602			6,333			6,568			6,877			—
Accrued transfer agency out-of-pocket expenses		3,852			4,538			9,569			7,090			5,910			2,479
Accrued legal, audit and tax service fees		9,462			11,094			23,368			17,070			14,561			6,196
Accrued trustees’ fees and expenses and deferred compensation		2,442			5,989			4,055			460			308			2,523
Accrued other		7,970			6,463			13,117			9,759			8,580			3,407
Forward foreign currency contracts depreciation		38,888			—			—			—			—			—
Outstanding options written, at value (premiums received $4,871)		4,040			—			—			—			—			—
Total Liabilities		529,750			1,711,824			316,676			1,261,286			2,356,099			323,799
NET ASSETS		$40,800,946			$135,454,245			$330,205,100			$214,390,197			$128,529,035			$62,037,458
NET ASSETS CONSIST OF:
Paid-in capital		$39,772,873			$98,239,961			$274,030,874			$189,979,201			$124,163,641			$53,080,075
Undistributed/accumulated net investment income (loss)		752,467			(239,455	)		3,707,232			1,727,284			660,428			160,007
Undistributed/accumulated net realized gain (loss)		(9,992,624	)		6,527,091			(13,405,419	)		(21,117,009	)		(8,447,452	)		973,610
Net unrealized appreciation on investments and assets and liabilities in foreign currencies		10,268,230			30,926,648			65,872,413			43,800,721			12,152,418			7,823,766
NET ASSETS		$40,800,946			$135,454,245			$330,205,100			$214,390,197			$128,529,035			$62,037,458
Class P Shares:
Shares of beneficial interest outstanding		3,100,173			13,165,719			25,832,859			18,686,182			13,109,273			7,684,866
Net Asset Value Per Share		$13.16			$10.29			$12.78			$11.47			$9.80			$8.07

(1) The cost of foreign currency for the PL Growth LT and PL Mid-Cap Growth Funds was $9,916, and $782, respectively.

See Notes to Financial Statements

B-2

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

SEPTEMBER 30, 2012 (Unaudited)

	PL Small-Cap Growth Fund			PL Small-Cap Value Fund			PL Real Estate Fund			PL Emerging Markets Fund			PL International Large-Cap Fund			PL International Value Fund
ASSETS
Investments, at cost		$36,224,010			$92,421,044			$34,176,104			$86,178,502			$184,998,505			$141,176,843
Investments, at value		$43,324,304			$108,243,585			$53,193,482			$106,279,337			$218,320,956			$149,407,329
Cash (1)		—			—			—			—			—			151,000
Foreign currency held, at value (2)		—			—			—			21,210			61,488			1,444,504
Receivables:
Dividends and interest		34,528			179,758			101,317			90,479			566,691			542,695
Fund shares sold		—			23,993			81,580			—			15,983			—
Securities sold		631,386			—			198,143			304,522			1,407,253			2,872,915
Foreign tax reclaim		—			—			—			3,746			236,934			76,588
Due from adviser		4,723			7,337			4,475			32,280			17,192			13,580
Forward foreign currency contracts appreciation		—			—			—			—			—			497,259
Prepaid expenses and other assets		263			734			322			550			1,272			681
Total Assets		43,995,204			108,455,407			53,579,319			106,732,124			220,627,769			155,006,551
LIABILITIES
Payables:
Fund shares redeemed		7,925			15,096			7,548			11,322			18,870			15,100
Securities purchased		73,221			386,163			210,530			130,332			1,021,318			2,161,313
Variation margin		—			—			—			—			—			33,338
Accrued advisory fees		21,945			66,591			40,047			68,818			154,113			82,145
Accrued administration fees		5,486			13,318			6,675			12,903			27,196			18,956
Accrued support service expenses		2,245			4,988			3,243			4,989			11,721			6,609
Accrued custodian fees and expenses		6,778			5,547			4,847			78,168			28,216			30,997
Accrued transfer agency out-of-pocket expenses		1,372			2,937			2,094			2,937			6,717			3,816
Accrued legal, audit and tax service fees		3,365			7,488			4,785			7,387			17,273			9,674
Accrued trustees’ fees and expenses and deferred compensation		1,550			85			93			214			1,799			2,801
Accrued foreign capital gains tax		—			—			—			57,010			—			—
Accrued other		3,432			5,623			3,159			5,678			10,642			9,429
Forward foreign currency contracts depreciation		—			—			—			—			—			772,614
Total Liabilities		127,319			507,836			283,021			379,758			1,297,865			3,146,792
NET ASSETS		$43,867,885			$107,947,571			$53,296,298			$106,352,366			$219,329,904			$151,859,759
NET ASSETS CONSIST OF:
Paid-in capital		$41,657,213			$95,190,055			$43,667,510			$89,114,279			$200,186,292			$200,216,103
Undistributed/accumulated net investment income (loss)		(23,079	)		1,120,363			432,874			384,740			3,931,588			3,303,944
Accumulated net realized loss		(4,866,543	)		(4,185,334	)		(9,821,464	)		(3,181,341	)		(18,106,788	)		(59,567,554	)
Net unrealized appreciation on investments and assets and liabilities in foreign currencies		7,100,294			15,822,487			19,017,378			20,034,688			33,318,812			7,907,266
NET ASSETS		$43,867,885			$107,947,571			$53,296,298			$106,352,366			$219,329,904			$151,859,759
Class P Shares:
Shares of beneficial interest outstanding		3,722,375			10,138,644			4,138,918			7,796,844			14,628,043			18,072,886
Net Asset Value Per Share		$11.78			$10.65			$12.88			$13.64			$14.99			$8.40

(1) Includes margin deposits of $151,000 held as collateral for futures contracts in the PL International Value Fund.

(2) The cost of foreign currency for the PL Emerging Markets, PL International Large-Cap and PL International Value Funds was $30,754, $62,079 and $1,439,512, respectively.

See Notes to Financial Statements

B-3

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS

FOR SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2012 (Unaudited)

	PL Floating Rate Loan Fund			PL Inflation Managed Fund			PL Managed Bond Fund			PL Short Duration Bond Fund			PL Emerging Markets Debt Fund (1)			PL Comstock Fund
INVESTMENT INCOME
Dividends, net of foreign taxes withheld		$431			$42			$171,874			$644			$174			$2,680,827
Interest, net of foreign taxes withheld		2,669,954			4,019,889			6,199,729			1,611,948			1,099,506			—
Other		51,665			—			—			—			—			—
Total Investment Income		2,722,050			4,019,931			6,371,603			1,612,592			1,099,680			2,680,827
EXPENSES
Advisory fees		396,094			480,012			1,053,301			378,924			159,557			860,881
Administration fees		79,219			180,005			394,988			142,096			30,489			172,176
Support services expenses		9,108			25,671			42,521			12,739			2,536			17,177
Custodian fees and expenses		12,126			15,156			26,995			7,946			59,602			9,929
Shareholder report expenses		1,940			5,474			9,004			2,679			658			3,609
Transfer agency out-of-pocket expenses		9,217			26,071			43,450			12,901			2,685			17,376
Registration fees		1,233			3,446			5,675			1,694			414			2,285
Legal, audit and tax service fees		10,298			29,025			47,909			14,268			3,407			19,205
Trustees’ fees and expenses		1,952			5,516			9,129			2,731			562			3,673
Offering expenses		—			—			—			—			12,877			—
Interest expense		—			24,665			469			—			—			—
Other		20,441			28,431			55,501			27,058			7,612			8,729
Total Expenses		541,628			823,472			1,688,942			603,036			280,399			1,115,040
Advisory Fee Waiver (2)		(52,812	)		—			—			—			—			(17,218	)
Adviser Reimbursement (3)		(66,315	)		(138,790	)		(240,184	)		(82,016	)		(90,353	)		(81,982	)
Net Expenses		422,501			684,682			1,448,758			521,020			190,046			1,015,840
NET INVESTMENT INCOME		2,299,549			3,335,249			4,922,845			1,091,572			909,634			1,664,987
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
Investment security transactions		215,917			11,500,230			9,044,938			90,080			181,885			2,252,207
Closed short positions		—			—			(69,420	)		—			—			—
Futures contracts and swap transactions		—			347,984			1,230,900			30,230			6,973			—
Written option transactions		—			(2,455	)		1,314,444			—			—			—
Foreign currency transactions		—			(5,802	)		(1,069,584	)		(2,831	)		65,055			(520,786	)
Net Realized Gain		215,917			11,839,957			10,451,278			117,479			253,913			1,731,421
Change In Net Unrealized Appreciation (Depreciation) On:
Investment securities		212,777			133,231			11,362,611			1,716,567			3,476,004			5,131,108
Short positions		—			—			(156,094	)		—			—			—
Futures contracts and swaps		—			(189,222	)		270,614			—			1,647			—
Written options		—			(53,609	)		(775,032	)		—			—			—
Foreign currencies		—			(16,300	)		840,146			2,831			96,487			92,451
Change in Net Unrealized Appreciation (Depreciation)		212,777			(125,900	)		11,542,245			1,719,398			3,574,138			5,223,559
NET GAIN		428,694			11,714,057			21,993,523			1,836,877			3,828,051			6,954,980
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$2,728,243			$15,049,306			$26,916,368			$2,928,449			$4,737,685			$8,619,967
Foreign taxes withheld on dividends and interest		$—			$6,151			$51,286			$—			$—			$40,042

(1) Operations commenced on June 29, 2012

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

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

See Notes to Financial Statements

B-4

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS (Continued)

FOR SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2012 (Unaudited)

	PL Growth LT Fund			PL Large-Cap Growth Fund			PL Large-Cap Value Fund			PL Main Street® Core Fund			PL Mid-Cap Equity Fund			PL Mid-Cap Growth Fund
INVESTMENT INCOME
Dividends, net of foreign taxes withheld		$403,453			$418,434			$3,684,143			$1,580,820			$1,050,992			$528,391
Interest, net of foreign taxes withheld		2,324			—			—			—			—			—
Total Investment Income		405,777			418,434			3,684,143			1,580,820			1,050,992			528,391
EXPENSES
Advisory fees		200,181			472,698			939,536			444,560			469,801			225,228
Administration fees		54,595			94,539			216,816			148,187			108,416			48,263
Support services expenses		9,088			10,645			22,115			16,280			13,796			5,976
Custodian fees and expenses		25,845			8,247			11,106			10,509			12,157			10,344
Shareholder report expenses		1,922			2,235			4,662			3,401			2,896			1,252
Transfer agency out-of-pocket expenses		9,214			10,794			22,380			16,326			13,954			6,054
Registration fees		1,202			1,409			2,956			2,159			1,843			788
Legal, audit and tax service fees		10,161			11,912			24,814			18,127			15,459			6,662
Trustees’ fees and expenses		1,958			2,280			4,737			3,453			2,948			1,281
Other		8,749			5,411			9,798			7,608			7,365			5,079
Total Expenses		322,915			620,170			1,258,920			670,610			648,635			310,927
Advisory Fee Waiver (1)		—			(15,757	)		—			—			—			—
Adviser Reimbursement (2)		(68,140	)		(52,932	)		(102,568	)		(77,863	)		(70,418	)		(37,436	)
Net Expenses		254,775			551,481			1,156,352			592,747			578,217			273,491
NET INVESTMENT INCOME (LOSS)		151,002			(133,047	)		2,527,791			988,073			472,775			254,900
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
Investment security transactions		10,775,380			5,927,057			4,314,372			6,830,792			(24,050	)		193,745
Written option transactions		108,157			—			—			—			—			—
Foreign currency transactions		5,769			—			(123	)		363			—			(10,950	)
Net Realized Gain (Loss)		10,889,306			5,927,057			4,314,249			6,831,155			(24,050	)		182,795
Change In Net Unrealized Appreciation (Depreciation) On:
Investment securities		(14,893,218	)		(5,448,881	)		6,544,489			(2,825,675	)		(9,191,682	)		(7,061,158	)
Written options		831			—			—			—			—			—
Foreign currencies		23,173			—			—			112			—			979
Change in Net Unrealized Appreciation (Depreciation)		(14,869,214	)		(5,448,881	)		6,544,489			(2,825,563	)		(9,191,682	)		(7,060,179	)
NET GAIN (LOSS)		(3,979,908	)		478,176			10,858,738			4,005,592			(9,215,732	)		(6,877,384	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		($3,828,906	)		$345,129			$13,386,529			$4,993,665			($8,742,957	)		($6,622,484	)
Foreign taxes withheld on dividends and interest		$17,057			$—			$61,622			$810			$—			$11,082

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

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

See Notes to Financial Statements

B-5

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS (Continued)

FOR SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2012 (Unaudited)

	PL Small-Cap Growth Fund			PL Small-Cap Value Fund			PL Real Estate Fund			PL Emerging Markets Fund			PL International Large-Cap Fund			PL International Value Fund
INVESTMENT INCOME
Dividends, net of foreign taxes withheld		$131,226			$1,223,314			$516,660			$986,448			$3,640,331			$2,728,222
Interest, net of foreign taxes withheld		—			—			—			—			1,162			4,007
Total Investment Income		131,226			1,223,314			516,660			986,448			3,641,493			2,732,229
EXPENSES
Advisory fees		116,885			356,704			239,158			366,982			862,803			415,868
Administration fees		29,221			71,341			39,860			68,809			152,259			95,970
Support services expenses		3,132			7,052			4,420			7,033			16,658			9,357
Custodian fees and expenses		11,334			10,347			7,532			133,417			46,727			37,652
Shareholder report expenses		652			1,478			949			1,478			3,468			1,966
Transfer agency out-of-pocket expenses		3,160			7,108			4,477			7,108			16,846			9,476
Registration fees		424			945			602			935			2,194			1,231
Legal, audit and tax service fees		3,523			7,877			5,025			7,853			18,509			10,409
Trustees’ fees and expenses		668			1,507			949			1,501			3,548			2,001
Other		6,247			7,709			3,434			22,482			13,144			12,304
Total Expenses		175,246			472,068			306,406			617,598			1,136,156			596,234
Adviser Reimbursement (1)		(29,140	)		(44,023	)		(27,388	)		(181,806	)		(121,094	)		(84,396	)
Net Expenses		146,106			428,045			279,018			435,792			1,015,062			511,838
NET INVESTMENT INCOME (LOSS)		(14,880	)		795,269			237,642			550,656			2,626,431			2,220,391
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
Investment security transactions		1,336,804			1,814,074			893,372			(384,486	)		554,509			(3,534,897	)
Futures contract transactions		—			—			—			—			—			(23,003	)
Foreign currency transactions		—			(343	)		—			(45,225	)		(9,630	)		(146,337	)
Net Realized Gain (Loss)		1,336,804			1,813,731			893,372			(429,711	)		544,879			(3,704,237	)
Change In Net Unrealized Appreciation (Depreciation) On:
Investment securities (2)		(1,290,771	)		(1,055,720	)		29,665			1,865,275			(3,461,155	)		995,918
Futures contracts		—			—			—			—			—			(46,832	)
Foreign currencies		—			(16	)		—			(5,634	)		(5,873	)		(101,920	)
Change in Net Unrealized Appreciation (Depreciation)		(1,290,771	)		(1,055,736	)		29,665			1,859,641			(3,467,028	)		847,166
NET GAIN (LOSS)		46,033			757,995			923,037			1,429,930			(2,922,149	)		(2,857,071	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS		$31,153			$1,553,264			$1,160,679			$1,980,586			($295,718	)		($636,680	)
Foreign taxes withheld on dividends and interest		$—			$6,350			$3,142			$96,838			$483,424			$333,095

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

(2) Change in net unrealized appreciation (depreciation) on investment securities for the PL Emerging Markets Fund was net of decrease in deferred foreign capital gains tax of $2,479.

See Notes to Financial Statements

B-6

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

	PL Floating Rate Loan Fund						PL Inflation Managed Fund						PL Managed Bond Fund
	Six-Month Period Ended September 30, 2012 (1)			Year Ended March 31, 2012			Six-Month Period Ended September 30, 2012 (1)			Year Ended March 31, 2012			Six-Month Period Ended September 30, 2012 (1)			Year Ended March 31, 2012
OPERATIONS
Net investment income		$2,299,549			$4,130,067			$3,335,249			$7,173,178			$4,922,845			$9,784,211
Net realized gain		215,917			502,188			11,839,957			15,897,068			10,451,278			4,380,097
Change in net unrealized appreciation (depreciation)		212,777			(922,280	)		(125,900	)		3,518,275			11,542,245			1,966,331
Net Increase in Net Assets Resulting from Operations		2,728,243			3,709,975			15,049,306			26,588,521			26,916,368			16,130,639
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class P		—			(3,822,618	)		—			(8,896,184	)		—			(11,687,819	)
Net realized gains
Class P		—			—			—			(11,006,526	)		—			—
Net Decrease from Dividends and Distributions to Shareholders		—			(3,822,618	)		—			(19,902,710	)		—			(11,687,819	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class P		10,582,004			27,980,424			25,738,916			63,874,744			72,485,484			122,951,772
Dividends and distribution reinvestments
Class P		—			3,822,618			—			19,902,710			—			11,687,819
Cost of shares repurchased
Class P		(25,830,847	)		(5,667,963	)		(151,666,678	)		(31,863,538	)		(18,106,360	)		(31,850,108	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(15,248,843	)		26,135,079			(125,927,762	)		51,913,916			54,379,124			102,789,483
NET INCREASE (DECREASE) IN NET ASSETS		(12,520,600	)		26,022,436			(110,878,456	)		58,599,727			81,295,492			107,232,303
NET ASSETS
Beginning of Year or Period		112,088,036			86,065,600			287,956,128			229,356,401			486,214,773			378,982,470
End of Year or Period		$99,567,436			$112,088,036			$177,077,672			$287,956,128			$567,510,265			$486,214,773
Undistributed Net Investment Income		$3,497,888			$1,198,339			$4,185,094			$849,845			$11,123,022			$6,200,177

(1) Unaudited.

See Notes to Financial Statements

B-7

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	PL Short Duration Bond Fund						PL Emerging Markets Debt Fund (1)			PL Comstock Fund
	Six-Month Period Ended September 30, 2012 (2)			Year Ended March 31, 2012			Period Ended September 30, 2012 (2)			Six-Month Period Ended September 30, 2012 (2)			Year Ended March 31, 2012
OPERATIONS
Net investment income		$1,091,572			$1,527,338			$909,634			$1,664,987			$2,652,992
Net realized gain		117,479			365,029			253,913			1,731,421			8,095,045
Change in net unrealized appreciation		1,719,398			335,227			3,574,138			5,223,559			220,561
Net Increase in Net Assets Resulting from Operations		2,928,449			2,227,594			4,737,685			8,619,967			10,968,598
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class P		—			(1,583,339	)		—			—			(2,469,410	)
Net realized gains
Class P		—			(194,538	)		—			—			—
Net Decrease from Dividends and Distributions to Shareholders		—			(1,777,877	)		—			—			(2,469,410	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class P		70,042,889			40,795,923			81,423,659			52,180,512			39,955,205
Dividends and distribution reinvestments
Class P		—			1,777,877			—			—			2,469,410
Cost of shares repurchased
Class P		(1,555,456	)		(8,788,892	)		(478,637	)		(2,835,767	)		(10,059,434	)
Net Increase in Net Assets from Capital Share Transactions		68,487,433			33,784,908			80,945,022			49,344,745			32,365,181
NET INCREASE IN NET ASSETS		71,415,882			34,234,625			85,682,707			57,964,712			40,864,369
NET ASSETS
Beginning of Year or Period		155,367,848			121,133,223			—			207,329,634			166,465,265
End of Year or Period		$226,783,730			$155,367,848			$85,682,707			$265,294,346			$207,329,634
Undistributed Net Investment Income		$1,575,084			$483,512			$909,634			$2,339,581			$674,594

(1) Operations commenced on June 29, 2012.

(2) Unaudited.

See Notes to Financial Statements

B-8

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	PL Growth LT Fund						PL Large-Cap Growth Fund						PL Large-Cap Value Fund
	Six-Month Period Ended September 30, 2012 (1)			Year Ended March 31, 2012			Six-Month Period Ended September 30, 2012 (1)			Year Ended March 31, 2012			Six-Month Period Ended September 30, 2012 (1)			Year Ended March 31, 2012
OPERATIONS
Net investment income (loss)		$151,002			$568,645			($133,047	)		($285,215	)		$2,527,791			$4,585,584
Net realized gain (loss)		10,889,306			(779,013	)		5,927,057			2,701,430			4,314,249			953,473
Change in net unrealized appreciation (depreciation)		(14,869,214	)		4,289,690			(5,448,881	)		13,258,222			6,544,489			14,291,995
Net Increase (Decrease) in Net Assets Resulting from Operations		(3,828,906	)		4,079,322			345,129			15,674,437			13,386,529			19,831,052
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class P		—			(536,165	)		—			—			—			(4,290,204	)
Net realized gains
Class P		—			—			—			(1,890,797	)		—			—
Net Decrease from Dividends and Distributions to Shareholders		—			(536,165	)		—			(1,890,797	)		—			(4,290,204	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class P		1,673,773			17,297,129			8,263,585			19,512,148			60,305,799			41,530,441
Dividends and distribution reinvestments
Class P		—			536,165			—			1,890,797			—			4,290,204
Cost of shares repurchased
Class P		(65,383,579	)		(28,612,620	)		(2,376,676	)		(5,065,264	)		(6,404,293	)		(26,880,017	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(63,709,806	)		(10,779,326	)		5,886,909			16,337,681			53,901,506			18,940,628
NET INCREASE (DECREASE) IN NET ASSETS		(67,538,712	)		(7,236,169	)		6,232,038			30,121,321			67,288,035			34,481,476
NET ASSETS
Beginning of Year or Period		108,339,658			115,575,827			129,222,207			99,100,886			262,917,065			228,435,589
End of Year or Period		$40,800,946			$108,339,658			$135,454,245			$129,222,207			$330,205,100			$262,917,065
Undistributed/Accumulated Net Investment Income (Loss)		$752,467			$601,465			($239,455	)		($106,408	)		$3,707,232			$1,179,441

(1) Unaudited.

See Notes to Financial Statements

B-9

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	PL Main Street® Core Fund						PL Mid-Cap Equity Fund						PL Mid-Cap Growth Fund
	Six-Month Period Ended September 30, 2012 (1)			Year Ended March 31, 2012			Six-Month Period Ended September 30, 2012 (1)			Year Ended March 31, 2012			Six-Month Period Ended September 30, 2012 (1)			Year Ended March 31, 2012
OPERATIONS
Net investment income (loss)		$988,073			$1,681,456			$472,775			$732,213			$254,900			($131,025	)
Net realized gain (loss)		6,831,155			2,717,308			(24,050	)		6,873,001			182,795			5,871,520
Change in net unrealized appreciation (depreciation)		(2,825,563	)		16,697,945			(9,191,682	)		(5,959,364	)		(7,060,179	)		(5,166,639	)
Net Increase (Decrease) in Net Assets Resulting from Operations		4,993,665			21,096,709			(8,742,957	)		1,645,850			(6,622,484	)		573,856
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class P		—			(1,459,944	)		—			(669,458	)		—			(316,392	)
Net realized gains
Class P		—			—			—			—			—			(7,220,657	)
Net Decrease from Dividends and Distributions to Shareholders		—			(1,459,944	)		—			(669,458	)		—			(7,537,049	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class P		19,934,775			23,559,879			10,957,188			35,444,468			11,127,603			11,042,280
Dividends and distribution reinvestments
Class P		—			1,459,944			—			669,458			—			7,537,049
Cost of shares repurchased
Class P		(4,075,977	)		(9,008,456	)		(38,853,525	)		(7,677,376	)		(16,054,086	)		(2,505,288	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		15,858,798			16,011,367			(27,896,337	)		28,436,550			(4,926,483	)		16,074,041
NET INCREASE (DECREASE) IN NET ASSETS		20,852,463			35,648,132			(36,639,294	)		29,412,942			(11,548,967	)		9,110,848
NET ASSETS
Beginning of Year or Period		193,537,734			157,889,602			165,168,329			135,755,387			73,586,425			64,475,577
End of Year or Period		$214,390,197			$193,537,734			$128,529,035			$165,168,329			$62,037,458			$73,586,425
Undistributed/Accumulated Net Investment Income (Loss)		$1,727,284			$739,211			$660,428			$187,653			$160,007			($94,893	)

(1) Unaudited.

See Notes to Financial Statements

B-10

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	PL Small-Cap Growth Fund						PL Small-Cap Value Fund						PL Real Estate Fund
	Six-Month Period Ended September 30, 2012 (1)			Year Ended March 31, 2012			Six-Month Period Ended September 30, 2012 (1)			Year Ended March 31, 2012			Six-Month Period Ended September 30, 2012 (1)			Year Ended March 31, 2012
OPERATIONS
Net investment income (loss)		($14,880	)		($102,302	)		$795,269			$1,236,211			$237,642			$519,888
Net realized gain		1,336,804			1,940,485			1,813,731			609,763			893,372			1,062,067
Change in net unrealized appreciation (depreciation)		(1,290,771	)		(1,384,256	)		(1,055,736	)		(727,008	)		29,665			3,552,200
Net Increase in Net Assets Resulting from Operations		31,153			453,927			1,553,264			1,118,966			1,160,679			5,134,155
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class P		—			—			—			(1,046,454	)		—			(324,119	)
Net realized gains
Class P		—			—			—			—			—			—
Net Decrease from Dividends and Distributions to Shareholders		—			—			—			(1,046,454	)		—			(324,119	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class P		9,839,659			6,252,737			21,666,557			13,399,076			748,707			11,623,068
Dividends and distribution reinvestments
Class P		—			—			—			1,046,454			—			324,119
Cost of shares repurchased
Class P		(2,372,778	)		(2,691,970	)		(1,424,075	)		(4,613,313	)		(1,292,053	)		(5,938,153	)
Net Increase (Decrease) in Net Assets from Capital Share Transactions		7,466,881			3,560,767			20,242,482			9,832,217			(543,346	)		6,009,034
NET INCREASE IN NET ASSETS		7,498,034			4,014,694			21,795,746			9,904,729			617,333			10,819,070
NET ASSETS
Beginning of Year or Period		36,369,851			32,355,157			86,151,825			76,247,096			52,678,965			41,859,895
End of Year or Period		$43,867,885			$36,369,851			$107,947,571			$86,151,825			$53,296,298			$52,678,965
Undistributed/Accumulated Net Investment Income (Loss)		($23,079	)		($8,199	)		$1,120,363			$325,094			$432,874			$195,232

(1) Unaudited.

See Notes to Financial Statements

B-11

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	PL Emerging Markets Fund						PL International Large-Cap Fund						PL International Value Fund
	Six-Month Period Ended September 30, 2012 (1)			Year Ended March 31, 2012			Six-Month Period Ended September 30, 2012 (1)			Year Ended March 31, 2012			Six-Month Period Ended September 30, 2012 (1)			Year Ended March 31, 2012
OPERATIONS
Net investment income		$550,656			$778,205			$2,626,431			$2,519,676			$2,220,391			$3,008,134
Net realized gain (loss)		(429,711	)		340,600			544,879			(2,624,161	)		(3,704,237	)		(8,382,616	)
Change in net unrealized appreciation (depreciation)		1,859,641			(2,935,849	)		(3,467,028	)		7,176,932			847,166			1,902,876
Net Increase (Decrease) in Net Assets Resulting from Operations		1,980,586			(1,817,044	)		(295,718	)		7,072,447			(636,680	)		(3,471,606	)
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class P		—			(436,891	)		—			(2,241,781	)		—			(3,217,735	)
Net realized gains
Class P		—			(1,469,568	)		—			—			—			—
Net Decrease from Dividends and Distributions to Shareholders		—			(1,906,459	)		—			(2,241,781	)		—			(3,217,735	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class P		20,025,803			26,496,874			17,993,590			69,389,238			43,324,783			30,876,665
Dividends and distribution reinvestments
Class P		—			1,906,459			—			2,241,781			—			3,217,735
Cost of shares repurchased
Class P		(1,137,257	)		(3,466,862	)		(2,311,726	)		(10,550,933	)		(1,946,848	)		(6,528,836	)
Net Increase in Net Assets from Capital Share Transactions		18,888,546			24,936,471			15,681,864			61,080,086			41,377,935			27,565,564
NET INCREASE IN NET ASSETS		20,869,132			21,212,968			15,386,146			65,910,752			40,741,255			20,876,223
NET ASSETS
Beginning of Year or Period		85,483,234			64,270,266			203,943,758			138,033,006			111,118,504			90,242,281
End of Year or Period		$106,352,366			$85,483,234			$219,329,904			$203,943,758			$151,859,759			$111,118,504
Undistributed/Accumulated Net Investment Income (Loss)		$384,740			($165,916	)		$3,931,588			$1,305,157			$3,303,944			$1,083,553

(1) Unaudited.

See Notes to Financial Statements

B-12

PACIFIC LIFE FUNDS

STATEMENT OF CASH FLOWS (1)

FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2012 (Unaudited)

	PL Inflation Managed Fund
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase in net assets from operations		$15,049,306
Adjustments to reconcile net increase in net assets from operations to net cash provided by operating activities: Purchases of long-term securities		(229,531,018	)
Proceeds from disposition of long-term securities		374,999,617
Proceeds of short-term securities, net		3,285,107
Increase in swap premiums		418,722
Proceeds from written options		123,664
Cost of closed and expired options		(124,225	)
Litigation income		4,215
Decrease in dividends and interest receivable		679,623
Decrease in receivable for securities sold		1,805,366
Increase in receivable for swap agreements		(500,000	)
Increase in receivable due from adviser		(136	)
Decrease in prepaid expenses and other assets		3,807
Decrease in payable for securities purchased		(51,165,294	)
Increase in payable for swap agreements		503,815
Increase in payable for reverse repurchase agreements		13,974,750
Increase in payable due to brokers		5,820,529
Decrease in accrued advisory fees		(37,352	)
Decrease in accrued administration fees		(14,007	)
Increase in accrued support service expenses		10,357
Decrease in accrued custodian fees and expenses		(15,852	)
Decrease in accrued transfer agency out-of-pocket expenses		(761	)
Decrease in accrued legal, audit and tax service fees		(6,367	)
Increase in accrued trustees’ fees and expenses and deferred compensation		280
Increase in accrued other payables		3,137
Change in net unrealized appreciation on investment securities		(133,231	)
Change in net unrealized depreciation on swaps		53,646
Change in net unrealized depreciation on written options		53,609
Change in net unrealized depreciation on foreign currencies		16,300
Net realized gain on investment securities		(11,500,230	)
Net realized gain on swaps		(196,481	)
Net realized loss on written options		2,455
Net realized loss on foreign currency		5,802
Purchases of foreign currencies		(7,437	)
Decrease in variation margin		22,523
Net amortization on investments		(93,113	)
Net cash provided by operating activities		123,511,126
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shares sold		27,990,003
Payments on shares redeemed		(151,666,678	)
Net cash used in financing activities		(123,676,675	)
NET DECREASE IN CASH AND FOREIGN CURRENCY		(165,549	)
CASH AND FOREIGN CURRENCY:
Beginning of Period		168,380
End of Period		$2,831

(1) Information on financial transactions which have been settled through the receipt or disbursement of cash is presented in the Statement of Cash Flows. The cash amounts shown in the Statement of Cash Flows are the amount included within the Statements of Assets and Liabilities and include cash and foreign currency, if any, on hand at the custodian bank and do not include any short-term investments. The PL Inflation Managed Fund has not met the exemption criteria under the Financial Accounting Standards Board Accounting Standards Codification Topic 230, Statement of Cash Flows, and therefore includes a Statement of Cash Flows. All other funds have met the exemption criteria.

See Notes to Financial Statements

B-13

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (1)

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

	For the Year or Period Ended	Net Asset Value, Beginning of Year or Period	Net Investment Income (Loss) (2)		Net Realized and Unrealized Gain (Loss)		Total from Investment Operations		Distributions from Net Investment Income		Distributions from Capital Gains		Total Distributions		Net Asset Value, End of Year or Period	Total Returns (3)		Net Assets, End of Year or Period (in thousands)	Ratios of Expenses Before Expense Reductions to Average Net Assets (4)		Ratio of Expenses After Expense Reductions to Average Net Assets (4), (5)		Ratios of Net Investment Income (Loss) to Average Net Assets (4)		Portfolio Turnover Rates
PL Floating Rate Loan Fund
	4/1/2012 - 9/30/2012 (6)	$10.10	$0.22		$0.07		$0.29		$—		$—		$—		$10.39	2.87	%	$99,567	1.03	%	0.80	%	4.35	%	27.83	%
	4/1/2011 - 3/31/2012	10.12	0.43		(0.06	)	0.37		(0.39	)	—		(0.39	)	10.10	3.80	%	112,088	1.04	%	0.80	%	4.33	%	44.93	%
	4/1/2010 - 3/31/2011	9.88	0.34		0.19		0.53		(0.29	)	—		(0.29	)	10.12	5.51	%	86,066	1.22	%	0.90	%	4.29	%	92.44	%
	4/1/2009 - 3/31/2010	8.18	0.45		1.70		2.15		(0.45	)	—		(0.45	)	9.88	26.70	%	53,122	1.54	%	1.30	%	4.78	%	118.03	%
	6/30/2008 - 3/31/2009	10.00	0.39		(1.82	)	(1.43	)	(0.39	)	—		(0.39	)	8.18	(14.37	%)	27,811	1.53	%	1.30	%	5.90	%	56.30	%
PL Inflation Managed Fund
	4/1/2012 - 9/30/2012 (6)	$10.79	$0.16		$0.50		$0.66		$—		$—		$—		$11.45	6.12	%	$177,078	0.69	%	0.57	%	2.78	%	82.89	%
	4/1/2011 - 3/31/2012	10.53	0.31		0.85		1.16		(0.40	)	(0.50	)	(0.90	)	10.79	11.11	%	287,956	0.67	%	0.56	%	2.83	%	372.47	%
	4/1/2010 - 3/31/2011	10.10	0.24		0.61		0.85		(0.21	)	(0.21	)	(0.42	)	10.53	8.56	%	229,356	0.82	%	0.64	%	2.31	%	322.90	%
	4/1/2009 - 3/31/2010	9.59	0.29		0.62		0.91		(0.40	)	—		(0.40	)	10.10	9.68	%	149,453	1.21	%	0.95	%	2.90	%	299.61	%
	4/1/2008 - 3/31/2009	11.08	0.39		(0.80	)	(0.41	)	(0.41	)	(0.67	)	(1.08	)	9.59	(3.85	%)	81,266	1.35	%	1.01	%	3.94	%	745.76	%
	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	%
PL Managed Bond Fund
	4/1/2012 - 9/30/2012 (6)	$10.86	$0.10		$0.48		$0.58		$—		$—		$—		$11.44	5.24	%	$567,510	0.64	%	0.55	%	1.87	%	287.92	%
	4/1/2011 - 3/31/2012	10.75	0.25		0.15		0.40		(0.29	)	—		(0.29	)	10.86	4.02	%	486,215	0.67	%	0.55	%	2.33	%	519.00	%
	4/1/2010 - 3/31/2011	10.75	0.24		0.43		0.67		(0.30	)	(0.37	)	(0.67	)	10.75	6.31	%	378,982	0.82	%	0.63	%	2.16	%	501.72	%
	4/1/2009 - 3/31/2010	9.70	0.30		1.48		1.78		(0.50	)	(0.23	)	(0.73	)	10.75	18.68	%	235,957	1.22	%	0.95	%	2.86	%	351.53	%
	4/1/2008 - 3/31/2009	10.73	0.43		(0.45	)	(0.02	)	(0.55	)	(0.46	)	(1.01	)	9.70	0.07	%	137,724	1.30	%	1.01	%	4.36	%	441.01	%
	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	%
PL Short Duration Bond Fund
	4/1/2012 - 9/30/2012 (6)	$10.07	$0.06		$0.09		$0.15		$—		$—		$—		$10.22	1.49	%	$226,784	0.64	%	0.55	%	1.15	%	33.48	%
	4/1/2011 - 3/31/2012	10.04	0.11		0.05		0.16		(0.12	)	(0.01	)	(0.13	)	10.07	1.62	%	155,368	0.68	%	0.55	%	1.14	%	150.23	%
	4/1/2010 - 3/31/2011	10.00	0.10		0.06		0.16		(0.08	)	(0.04	)	(0.12	)	10.04	1.57	%	121,133	0.81	%	0.64	%	1.00	%	195.72	%
	4/1/2009 - 3/31/2010	9.69	0.18		0.33		0.51		(0.20	)	—		(0.20	)	10.00	5.27	%	75,674	1.22	%	0.95	%	1.84	%	167.12	%
	4/1/2008 - 3/31/2009	10.22	0.32		(0.25	)	0.07		(0.31	)	(0.29	)	(0.60	)	9.69	0.75	%	47,355	1.26	%	1.02	%	3.20	%	146.36	%
	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	%
PL Emerging Markets Debt Fund (1)
	6/29/2012 - 9/30/2012 (6)	$10.00	$0.12		$0.48		$0.60		$—		$—		$—		$10.60	6.00	%	$85,683	1.38	%	0.94	%	4.48	%	11.78	%
PL Comstock Fund
	4/1/2012 - 9/30/2012 (6)	$12.47	$0.09		$0.22		$0.31		$—		$—		$—		$12.78	2.49	%	$265,294	0.97	%	0.89	%	1.45	%	11.24	%
	4/1/2011 - 3/31/2012	12.13	0.17		0.32		0.49		(0.15	)	—		(0.15	)	12.47	4.22	%	207,330	0.99	%	0.89	%	1.47	%	23.54	%
	4/1/2010 - 3/31/2011	10.69	0.13		1.41		1.54		(0.10	)	—		(0.10	)	12.13	14.55	%	166,465	1.13	%	0.99	%	1.16	%	30.58	%
	4/1/2009 - 3/31/2010	6.95	0.09		3.74		3.83		(0.09	)	—		(0.09	)	10.69	55.34	%	128,169	1.51	%	1.30	%	0.93	%	27.65	%
	4/1/2008 - 3/31/2009	11.84	0.16		(4.89	)	(4.73	)	(0.16	)	—		(0.16	)	6.95	(40.11	%)	74,862	1.58	%	1.37	%	1.68	%	59.96	%
	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	%
PL Growth LT Fund
	4/1/2012 - 9/30/2012 (6)	$13.12	$0.03		$0.01		$0.04		$—		$—		$—		$13.16	0.31	%	$40,801	0.89	%	0.70	%	0.41	%	34.64	%
	4/1/2011 - 3/31/2012	12.42	0.06		0.71		0.77		(0.07	)	—		(0.07	)	13.12	6.26	%	108,340	0.85	%	0.70	%	0.54	%	83.66	%
	4/1/2010 - 3/31/2011	11.21	0.07		1.14		1.21		—		—		—		12.42	10.79	%	115,576	0.95	%	0.79	%	0.58	%	82.71	%
	4/1/2009 - 3/31/2010	7.74	0.02		3.60		3.62		(0.15	)	—		(0.15	)	11.21	47.26	%	89,219	1.37	%	1.10	%	0.19	%	60.31	%
	4/1/2008 - 3/31/2009	12.63	0.03		(4.63	)	(4.60	)	—		(0.29	)	(0.29	)	7.74	(37.27	%)	74,158	1.42	%	1.15	%	0.32	%	80.89	%
	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	%
PL Large-Cap Growth Fund
	4/1/2012 - 9/30/2012 (6)	$10.30	($0.01	)	$—		($0.01	)	$—		$—		$—		$10.29	(0.10	%)	$135,454	0.98	%	0.88	%	(0.21	%)	37.19	%
	4/1/2011 - 3/31/2012	9.23	(0.02	)	1.25		1.23		—		(0.16	)	(0.16	)	10.30	13.65	%	129,222	1.00	%	0.88	%	(0.26	%)	76.21	%
	4/1/2010 - 3/31/2011	7.71	(0.01	)	1.53		1.52		—		—		—		9.23	19.72	%	99,101	1.12	%	0.95	%	(0.11	%)	101.69	%
	4/1/2009 - 3/31/2010	5.44	(0.03	)	2.30		2.27		—		—		—		7.71	41.73	%	61,106	1.59	%	1.28	%	(0.38	%)	115.83	%
	4/1/2008 - 3/31/2009	9.24	(0.05	)	(3.75	)	(3.80	)	—		—		—		5.44	(41.13	%)	16,515	1.81	%	1.37	%	(0.61	%)	179.61	%
	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	%
PL Large-Cap Value Fund
	4/1/2012 - 9/30/2012 (6)	$12.31	$0.11		$0.36		$0.47		$—		$—		$—		$12.78	3.82	%	$330,205	0.87	%	0.80	%	1.75	%	6.69	%
	4/1/2011 - 3/31/2012	11.59	0.22		0.71		0.93		(0.21	)	—		(0.21	)	12.31	8.21	%	262,917	0.89	%	0.80	%	1.96	%	20.28	%
	4/1/2010 - 3/31/2011	10.42	0.16		1.15		1.31		(0.14	)	—		(0.14	)	11.59	12.69	%	228,436	1.01	%	0.89	%	1.56	%	18.76	%
	4/1/2009 - 3/31/2010	7.35	0.14		3.07		3.21		(0.14	)	—		(0.14	)	10.42	43.79	%	162,312	1.38	%	1.20	%	1.52	%	16.28	%
	4/1/2008 - 3/31/2009	11.59	0.16		(4.27	)	(4.11	)	(0.12	)	(0.01	)	(0.13	)	7.35	(35.61	%)	62,931	1.48	%	1.25	%	1.63	%	38.49	%
	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	%

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

B-14

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (1) (Continued)

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

	For the Year or Period Ended	Net Asset Value, Beginning of Year or Period	Net Investment Income (Loss) (2)		Net Realized and Unrealized Gain (Loss)		Total from Investment Operations		Distributions from Net Investment Income		Distributions from Capital Gains		Total Distributions		Net Asset Value, End of Year or Period	Total Returns (3)		Net Assets, End of Year or Period (in thousands)	Ratios of Expenses Before Expense Reductions to Average Net Assets (4)		Ratio of Expenses After Expense Reductions to Average Net Assets (4), (5)		Ratios of Net Investment Income (Loss) to Average Net Assets (4)		Portfolio Turnover Rates
PL Main Street Core Fund
	4/1/2012 - 9/30/2012 (6)	$11.26	$0.05		$0.16		$0.21		$—		$—		$—		$11.47	1.87	%	$214,390	0.68	%	0.60	%	1.00	%	26.49	%
	4/1/2011 - 3/31/2012	10.13	0.10		1.11		1.21		(0.08	)	—		(0.08	)	11.26	12.12	%	193,538	0.70	%	0.60	%	1.00	%	47.65	%
	4/1/2010 - 3/31/2011	9.00	0.09		1.10		1.19		(0.06	)	—		(0.06	)	10.13	13.28	%	157,890	0.83	%	0.70	%	0.93	%	58.13	%
	4/1/2009 - 3/31/2010	6.11	0.07		2.89		2.96		(0.07	)	—		(0.07	)	9.00	48.57	%	146,028	1.23	%	1.00	%	0.89	%	130.37	%
	4/1/2008 - 3/31/2009	9.91	0.09		(3.81	)	(3.72	)	(0.08	)	—		(0.08	)	6.11	(37.66	%)	85,261	1.41	%	1.06	%	1.07	%	101.22	%
	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	%
PL Mid-Cap Equity Fund (7)
	4/1/2012 - 9/30/2012 (6)	$10.29	$0.03		($0.52	)	($0.49	)	$—		$—		$—		$9.80	(4.76	%)	$128,529	0.90	%	0.80	%	0.65	%	48.25	%
	4/1/2011 - 3/31/2012	10.46	0.05		(0.18	)	(0.13	)	(0.04	)	—		(0.04	)	10.29	(1.17	%)	165,168	0.89	%	0.80	%	0.51	%	102.11	%
	4/1/2010 - 3/31/2011	8.66	0.08		1.79		1.87		(0.07	)	—		(0.07	)	10.46	21.70	%	135,755	1.02	%	0.89	%	0.87	%	87.04	%
	4/1/2009 - 3/31/2010	5.33	0.03		3.34		3.37		(0.04	)	—		(0.04	)	8.66	63.29	%	101,650	1.41	%	1.20	%	0.44	%	74.00	%
	4/1/2008 - 3/31/2009	8.92	0.07		(3.58	)	(3.51	)	(0.08	)	(0.00	)(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	%
PL Mid-Cap Growth Fund
	4/1/2012 - 9/30/2012 (6)	$8.87	$0.03		($0.83	)	($0.80	)	$—		$—		$—		$8.07	(9.02	%)	$62,037	0.97	%	0.85	%	0.79	%	16.32	%
	4/1/2011 - 3/31/2012	10.28	(0.02	)	(0.28	)	(0.30	)	(0.05	)	(1.06	)	(1.11	)	8.87	(1.08	%)	73,586	0.98	%	0.85	%	(0.21	%)	26.59	%
	4/1/2010 - 3/31/2011	8.41	0.02		2.83		2.85		(0.02	)	(0.96	)	(0.98	)	10.28	35.16	%	64,476	1.17	%	0.95	%	0.24	%	44.37	%
	4/1/2009 - 3/31/2010	4.98	(0.03	)	3.56		3.53		—		(0.10	)	(0.10	)	8.41	70.89	%	54,994	1.53	%	1.25	%	(0.42	%)	31.79	%
	4/1/2008 - 3/31/2009	9.31	(0.05	)	(3.57	)	(3.62	)	—		(0.71	)	(0.71	)	4.98	(40.02	%)	18,873	1.80	%	1.34	%	(0.60	%)	47.92	%
	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	%
PL Small-Cap Growth Fund
	4/1/2012 - 9/30/2012 (6)	$11.86	($0.00	)(8)	($0.08	)	($0.08	)	$—		$—		$—		$11.78	(0.68	%)	$43,868	0.90	%	0.75	%	(0.08	%)	45.40	%
	4/1/2011 - 3/31/2012	11.90	(0.03	)	(0.01	)	(0.04	)	—		—		—		11.86	(0.34	%)	36,370	0.93	%	0.75	%	(0.31	%)	66.60	%
	4/1/2010 - 3/31/2011	9.41	(0.06	)	2.55		2.49		—		—		—		11.90	26.46	%	32,355	1.11	%	0.84	%	(0.63	%)	85.58	%
	4/1/2009 - 3/31/2010	5.88	(0.06	)	3.59		3.53		—		—		—		9.41	60.03	%	25,691	1.56	%	1.15	%	(0.81	%)	87.50	%
	4/1/2008 - 3/31/2009	9.12	(0.07	)	(3.17	)	(3.24	)	—		—		—		5.88	(35.53	%)	24,046	1.71	%	1.28	%	(0.96	%)	72.93	%
	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	%
PL Small-Cap Value Fund
	4/1/2012 - 9/30/2012 (6)	$10.58	$0.09		($0.02	)	$0.07		$—		$—		$—		$10.65	0.66	%	$107,948	0.99	%	0.90	%	1.67	%	24.40	%
	4/1/2011 - 3/31/2012	10.60	0.16		(0.05	)	0.11		(0.13	)	—		(0.13	)	10.58	1.19	%	86,152	1.02	%	0.90	%	1.59	%	20.85	%
	4/1/2010 - 3/31/2011	8.57	0.16		1.98		2.14		(0.11	)	—		(0.11	)	10.60	25.11	%	76,247	1.13	%	0.97	%	1.71	%	31.06	%
	4/1/2009 - 3/31/2010	5.49	0.13		3.06		3.19		(0.11	)	—		(0.11	)	8.57	58.28	%	38,173	1.58	%	1.30	%	1.82	%	31.57	%
	4/1/2008 - 3/31/2009	8.80	0.16		(3.34	)	(3.18	)	(0.13	)	—		(0.13	)	5.49	(36.39	%)	27,018	1.73	%	1.34	%	2.21	%	47.41	%
	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
	4/1/2012 - 9/30/2012 (6)	$12.59	$0.06		$0.23		$0.29		$—		$—		$—		$12.88	2.30	%	$53,296	1.15	%	1.05	%	0.89	%	9.51	%
	4/1/2011 - 3/31/2012	11.46	0.13		1.08		1.21		(0.08	)	—		(0.08	)	12.59	10.62	%	52,679	1.18	%	1.05	%	1.13	%	23.69	%
	4/1/2010 - 3/31/2011	9.24	0.08		2.23		2.31		(0.09	)	—		(0.09	)	11.46	25.16	%	41,860	1.34	%	1.14	%	0.77	%	32.30	%
	4/1/2009 - 3/31/2010	4.60	0.12		4.64		4.76		(0.12	)	—		(0.12	)	9.24	104.32	%	36,352	1.76	%	1.45	%	1.68	%	26.55	%
	4/1/2008 - 3/31/2009	11.25	0.15		(6.65	)	(6.50	)	(0.15	)(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	%
PL Emerging Markets Fund
	4/1/2012 - 9/30/2012 (6)	$13.55	$0.08		$0.01		$0.09		$—		$—		$—		$13.64	0.67	%	$106,352	1.35	%	0.95	%	1.20	%	11.06	%
	4/1/2011 - 3/31/2012	14.68	0.14		(0.95	)	(0.81	)	(0.07	)	(0.25	)	(0.32	)	13.55	(5.15	%)	85,483	1.49	%	0.95	%	1.09	%	29.84	%
	4/1/2010 - 3/31/2011	12.19	0.11		2.64		2.75		(0.26	)	—		(0.26	)	14.68	22.53	%	64,270	1.56	%	1.04	%	0.80	%	45.98	%
	4/1/2009 - 3/31/2010	6.54	0.06		5.66		5.72		(0.07	)	—		(0.07	)	12.19	87.45	%	47,714	2.15	%	1.35	%	0.57	%	55.24	%
	4/1/2008 - 3/31/2009	13.58	0.11		(5.39	)	(5.28	)	(0.07	)	(1.69	)	(1.76	)	6.54	(42.31	%)	30,820	2.34	%	1.42	%	1.18	%	61.50	%
	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	%
PL International Large-Cap Fund
	4/1/2012 - 9/30/2012 (6)	$15.12	$0.19		($0.32	)	($0.13	)	$—		$—		$—		$14.99	(0.86	%)	$219,330	1.12	%	1.00	%	2.59	%	11.52	%
	4/1/2011 - 3/31/2012	15.37	0.22		(0.30	)	(0.08	)	(0.17	)	—		(0.17	)	15.12	(0.32	%)	203,944	1.17	%	1.00	%	1.52	%	23.96	%
	4/1/2010 - 3/31/2011	13.83	0.16		1.52		1.68		(0.14	)	—		(0.14	)	15.37	12.36	%	138,033	1.30	%	1.09	%	1.16	%	33.73	%
	4/1/2009 - 3/31/2010	9.17	0.16		4.64		4.80		(0.14	)	—		(0.14	)	13.83	52.64	%	108,002	1.72	%	1.40	%	1.26	%	24.61	%
	4/1/2008 - 3/31/2009	15.55	0.17		(6.37	)	(6.20	)	(0.06	)	(0.12	)	(0.18	)	9.17	(40.24	%)	65,124	1.82	%	1.46	%	1.39	%	25.95	%
	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	%

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

B-15

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS (1) (Continued)

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

	For the Year or Period Ended	Net Asset Value, Beginning of Year or Period	Net Investment Income (2)	Net Realized and Unrealized Gain (Loss)		Total from Investment Operations		Distributions from Net Investment Income		Distributions from Capital Gains		Total Distributions		Net Asset Value, End of Year or Period	Total Returns (3)		Net Assets, End of Year or Period (in thousands)	Ratios of Expenses Before Expense Reductions to Average Net Assets (4)		Ratio of Expenses After Expense Reductions to Average Net Assets (4), (5)		Ratios of Net Investment Income to Average Net Assets (4)		Portfolio Turnover Rates
PL International Value Fund
	4/1/2012 - 9/30/2012 (6)	$8.62	$0.14	($0.36	)	($0.22	)	$—		$—		$—		$8.40	(2.55	%)	$151,860	0.93	%	0.80	%	3.47	%	25.96	%
	4/1/2011 - 3/31/2012	9.51	0.26	(0.89	)	(0.63	)	(0.26	)	—		(0.26	)	8.62	(6.20	%)	111,119	1.02	%	0.80	%	3.06	%	63.04	%
	4/1/2010 - 3/31/2011	9.19	0.18	0.35		0.53		(0.21	)	—		(0.21	)	9.51	5.99	%	90,242	1.14	%	0.90	%	2.01	%	149.95	%
	4/1/2009 - 3/31/2010	6.14	0.19	3.00		3.19		(0.14	)	—		(0.14	)	9.19	52.10	%	86,284	1.56	%	1.20	%	2.28	%	59.92	%
	4/1/2008 - 3/31/2009	12.82	0.26	(6.72	)	(6.46	)	(0.22	)	(0.00	)(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	%

(1) All the funds covered in this report currently offer Class P shares only. Effective July 2, 2010, all Class A shares of these funds were converted to Class P shares. Performance information prior to the conversion for these funds pertains to Class A shares and reflects the fees and expenses associated with that share class. The PL Emerging Markets Debt Fund commenced operations on June 29, 2012.

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

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

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

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

(6) 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.

See Notes to Financial Statements

B-16

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1. ORGANIZATION

Pacific Life Funds (the “Trust”) is a Delaware statutory trust, which was formed on May 21, 2001, and is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as an open-end management investment company. Pacific Life Fund Advisors LLC (“PLFA” or “Adviser”) serves as investment advisor to the Trust. As of September 30, 2012, the Trust was comprised of twenty-nine 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 Emerging Markets Debt Fund, PL Comstock Fund, PL Growth LT Fund, PL Large-Cap Growth Fund, PL Large-Cap Value Fund, PL Main Street^® Core Fund (Main Street is a registered trademark of OppenheimerFunds, Inc.), PL Mid-Cap Equity Fund, PL Mid-Cap Growth Fund, PL Small-Cap Growth Fund, PL Small-Cap Value Fund, PL Real Estate Fund, PL Emerging Markets Fund, PL International Large-Cap Fund, and PL International Value Fund (collectively the “PL Underlying Funds”).

The PL Underlying Funds offer Class P shares only, which are sold at Net Asset Value (“NAV”). Presently, only the PL Portfolio Optimization Conservative Fund, PL Portfolio Optimization Moderate-Conservative Fund, PL Portfolio Optimization Moderate Fund, PL Portfolio Optimization Moderate-Aggressive Fund, and PL Portfolio Optimization Aggressive Fund (collectively, the “Portfolio Optimization Funds”), 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 annual report for the Portfolio Optimization Funds, see the Where to Go for More Information section of this report on page D-5.

2. SIGNIFICANT ACCOUNTING POLICIES

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

A. INVESTMENT TRANSACTIONS AND INCOME

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

B. DISTRIBUTIONS TO SHAREHOLDERS

Each Fund covered in this report distribute all of its net investment income and realized capital gains, if any, to shareholders at least annually, although distributions could occur more if advantageous to the applicable Fund and its shareholders. Dividends and distributions paid to shareholders are recorded on the ex-dividend date.

C. FOREIGN CURRENCY TRANSLATION

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

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

D. ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES

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

C-1

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

E. OFFERING COSTS

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

F. RECENT ACCOUNTING PRONOUNCEMENT

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

3. VALUATION AND FAIR VALUE MEASUREMENTS

A. VALUATION POLICY AND PROCEDURES

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

B. NET ASSET VALUE

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

Each Fund’s NAV is calculated once a day, every day the New York Stock Exchange (“NYSE”) is open, including days when foreign markets are closed. For purposes of calculating the NAV, the value of investments held by each Fund is generally determined as of the time of the close of the NYSE, which is usually 4:00 p.m. Eastern Time. Information that becomes known to the Trust or its agents after the 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.

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

C. INVESTMENT VALUATION

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

Money Market Instruments and Short-Term Investments

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

Domestic Equity Investments

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

Foreign Equity Investments

Foreign equity investments are normally priced based on data reflecting the closing of the principal markets or market participants for those investments, which may be earlier than the NYSE close. The Trust then may adjust for market events 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 are converted into U.S. dollar equivalents using a foreign exchange quotation from an approved source.

C-2

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

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

OTC investments (including swaps and options), are generally valued by approved pricing services that use evaluated prices determined from various observable market and other factors. Certain OTC swap contracts are valued using alternative valuation methodologies 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 most recent bid and ask prices which are based upon 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 Valuation Committee

The Trust Procedures include methodologies approved for valuing investments in circumstances where market quotations are not readily available. In such circumstances, the Trust Procedures provide that the value of such investments may be determined in accordance with alternative valuation methodologies. Under the Trust Procedures these alternative methodologies 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 alternate valuation methodologies are not readily available or reliable, the value of the investments will be determined in good faith by the Trustee Valuation Committee or determined by a valuation committee established under the Trust Procedures and then subsequently approved by the Board. Valuations determined by a Trustee Valuation Committee or other valuation committee may require subjective inputs about the value of such investments. While these valuations are intended to estimate the value a Fund might reasonably expect to receive upon the current sale of the investments in the ordinary course of business, such values may differ from the value that a Fund would actually realize if the investments were sold.

Market quotations 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.

D. FAIR VALUE MEASUREMENTS AND DISCLOSURES

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

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

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

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

The VOC reviews the Trust Procedures periodically (at least annually) to determine the validity and accuracy of the inputs and methodologies used to value each Fund’s investments. The VOC also periodically re-evaluates how each Fund’s investments are characterized within the three-tier hierarchy and the validity of third party pricing sources. The VOC also periodically (at least annually) conducts back testing of the methodologies used to value Level 3 investments to substantiate the unobservable inputs used to value those investments. Such back-testing includes comparing Level 3 investment values to subsequently available exchange-traded prices, transaction prices, and/or observable vendor prices. All changes to the Trust Procedures are reported to the Board on a quarterly basis with material changes, as determined by the Trust’s CCO, requiring approval by the Board. In addition, all investments categorized as Level 3 under the three-tier hierarchy are reported to the Chairman of the Audit Committee on a quarterly basis and such report includes the inputs and methodologies used to value those investments.

The inputs or methodologies used for valuing each Fund’s investments are not necessarily an indication of the relative risks associated with investing in those investments. For example, money market instruments are valued using amortized cost in accordance with the rules under the 1940 Act. Generally, amortized cost approximates the current fair value of an investment, but since the value is not obtained from a quoted price in an active market, such investments are reflected as Level 2. Foreign investments that are valued with the assistance of a statistical research service approved by the Board, and based on significant observable inputs (as described in Note 3C) are reflected as Level 2. For fair valuations using significant unobservable inputs, the Trust presents a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out between levels are based on values at the end of the period. A summary of each Fund’s investments as of September 30, 2012 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.

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

C-3

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

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-dealer brokers, yield curves, and the spread over comparable U.S. Treasury issues. The spreads change daily in response to market conditions and are generally obtained from the new issue market and broker-dealer sources. To the extent that these inputs are observable and timely, the fair values of U.S. Treasury obligations would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Mortgage-Backed Securities and Asset-Backed Securities

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

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

Municipal Bonds

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

Foreign Government Bonds and Notes

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

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

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

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

Futures Contracts

Futures contracts and options on futures contracts are traded on commodity exchanges and are fair valued based on quoted prices from the applicable exchange, and to the extent valuation adjustments are not applied to futures contracts, they are categorized as Level 1. To the extent that valuation adjustments are observable and timely, the fair values of futures contracts would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Options Contracts

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

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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. To the extent that these inputs are observable and timely, the fair values of forward foreign currency contracts would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Swaps

Interest Rate Swaps – Interest rate swaps that are actively traded and cleared on a securities exchange are fair valued based on quoted prices from the applicable exchange, and to the extent valuation adjustments are not applied to these securities, they are categorized as Level 1. Interest rate swaps traded over-the-counter are fair valued using pricing models that are based on real-time snap shots of relevant interest rate curves that are built using the most actively traded securities for a given maturity. The pricing models also incorporate cash and money market rates. In addition, market data pertaining to interest rate swaps are monitored regularly to ensure that interest rates are properly depicting the current market rate. To the extent that these inputs are observable and timely, the fair values of interest rate swaps would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Credit Default Swaps – Credit default swaps that are actively traded and cleared on a securities exchange are fair valued based on quoted prices from the applicable exchange, and to the extent valuation adjustments are not applied to these securities, they are categorized as Level 1. Credit default swaps traded over-the-counter are fair valued using pricing models that take into account, among other factors, information received from market makers and broker-dealers, default probabilities from index specific credit spread curves, recovery rates, and cash flows. To the extent that these inputs are observable and timely, the fair values of credit default swaps would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

Senior Loan Notes

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

Short-Term Investments

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

4. INVESTMENTS AND RISKS

General Investment Risks

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

Equity Investments

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

Fixed Income Investments

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

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Foreign Investments

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

Illiquid Investments

Each Fund may not invest in illiquid securities and illiquid bank loans (collectively, “Illiquid Investments”) if as a result of such investment, more than 15% of its net assets, taken at market value at the time of such investment, would be invested in Illiquid Investments. The term “Illiquid Investments” for this purpose means investments that cannot be disposed of within seven days in the ordinary course of business at approximately the amount at which a Fund has valued the investments. Illiquid Investments may be difficult to value and difficult to sell, which means a Fund may not be able to sell such investments quickly for their full value. The value of Illiquid Investments held by each Fund as of September 30, 2012 was less than 15% of its net assets.

Senior Loan Participations and Assignments

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

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

When a Fund purchases a participation of a Senior Loan interest, the Fund typically enters into a contractual agreement with the lender or other third party selling the participation. A participation interest in Senior Loans includes the right to receive payments of principal, interest and any fees to which it is entitled from the lender and only upon receipt by the lender of payments from the Borrower, but not from the Borrower directly. When investing in a participation interest, if a Borrower is unable to meet its obligations under a loan agreement, a Fund generally has no right to enforce compliance with the terms of the loan agreement. As a result, the Fund assumes the credit risk of the Borrower, the selling participant, and any other persons that are interpositioned between the Fund and the Borrower. If the lead lender in a typical lending syndicate becomes insolvent, enters 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, 2012, no participation interest in Senior Loans was held by any of the Funds covered in this report.

Inflation-Indexed Bonds

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

Mortgage-Related and Other Asset-Backed Securities

Certain Funds may invest in mortgage-related and other asset-backed securities. These securities include mortgage pass-through securities, collateralized mortgage obligations (“CMOs”), collateralized loan obligations (“CLOs”), mortgage dollar rolls, CMO residuals, stripped mortgage-backed securities (“SMBS”), and other securities that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans secured by real property. Mortgage-related and other asset-backed securities are debt securities issued by a corporation, trust or custodian, or by a U.S. Government agency or instrumentality, that are collateralized by a pool of mortgages, mortgage pass-through securities, U.S. Government securities or other assets. The value of some mortgage-related and asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose a Fund to a lower rate of return upon reinvestment of principal. The value of these securities may fluctuate in response to the market’s perception of the creditworthiness of the issuers. Additionally, although mortgage and mortgage-related securities are generally supported by some form of government or private guarantee and/or insurance, there is no assurance that private guarantors or issuers will meet their obligations.

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

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Payments received from IOs are recorded as interest income. Because principal will not be received at the maturity of an IO, adjustments are made to the book value of the security on the coupon date until maturity. These adjustments are included in interest income. Payments received from POs are treated as reductions to the cost and par value of the securities. Any excess principal paydown gains or losses associated with the payments received are recorded as interest income.

U.S. Government Agencies or Government-Sponsored Enterprises

Certain Funds may invest in U.S. Government agencies or government-sponsored enterprises. U.S. Government securities are obligations of and, in certain cases, guaranteed by, the U.S. Government, its agencies or instrumentalities. The U.S. Government does not guarantee the NAV of each Fund’s shares. Some U.S. Government securities, such as Treasury bills, notes and bonds, and securities guaranteed by 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. Securities not backed by the full faith and credit of the United States Government may be subject to a greater risk of default. U.S. Government securities may include zero coupon securities, which do not distribute interest on a current basis and tend to be subject to greater risk than interest-paying securities of similar maturities.

Government-related guarantors (i.e., not backed by the full faith and credit of the 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.

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

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

Repurchase Agreements

Certain Funds may invest in repurchase agreements. Repurchase agreements permit the investor to maintain liquidity and earn income over periods of time as short as overnight. Repurchase agreements held by a Fund are fully collateralized by U.S. Government securities, or securities issued by U.S. Government agencies, or securities that are within the three highest credit categories assigned by established rating agencies (Aaa, Aa, or A by Moody’s or AAA, AA or A by Standard & Poor’s) or, if not rated by Moody’s or Standard & Poor’s, are of equivalent

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investment quality as determined by the Adviser or the applicable portfolio manager. Such collateral is in the possession of the Trust’s custodian or a designated broker-dealer. The collateral is evaluated daily to ensure its market value equals or exceeds the current market value of the repurchase agreements including accrued interest. In the event of default on the obligation to repurchase, a Fund has the right to liquidate the collateral and apply the proceeds in satisfaction of the obligation.

Reverse Repurchase Agreements

Certain Funds may enter into reverse repurchase agreements. In a reverse repurchase agreement, a Fund sells to a financial institution a security that it holds with an agreement to repurchase the same security at the agreed-upon price and date. Securities sold under reverse repurchase agreements are recorded as a liability. Interest payments made are recorded as a component of interest expense. In periods of increased demand for the security, a Fund may receive a fee for use of the security by the counterparty, which may result in interest income to the Fund. A reverse repurchase agreement involves the risk that the market value of the security sold by a Fund may decline below the repurchase price of the security. A Fund will segregate assets determined to be liquid by the applicable Fund manager or otherwise cover its obligations under reverse repurchase agreements.

Sale-Buybacks

Certain Funds may enter into transactions referred to as sale-buybacks. A sale-buyback transaction consists of a sale of a security by a Fund to a financial institution, the counterparty, with a simultaneous agreement to repurchase the same or substantially the same security at an agreed-upon price and date. Effective April 1, 2012 such transactions are recorded as secured borrowings; whereas, previously such transactions were recorded as purchases and sales. A Fund is not entitled to receive principal and interest payments, if any, made on the security sold to the counterparty during the term of the agreement. The agreed-upon proceeds for securities to be repurchased by a Fund are recorded as a liability. A Fund will recognize interest income represented by the price differential between the price received for the transferred security and the agreed-upon repurchase price. This is commonly referred to as the price drop. A price drop consists of (i) the foregone interest and inflationary income adjustments, if any, a Fund would have otherwise received had the security not been sold and (ii) the negotiated financing terms between the portfolio and counterparty. Foregone interest and inflationary income adjustments, if any, are recorded as components of interest income. Interest payments based upon negotiated financing terms made by the Fund to counterparties are recorded as a component of interest expense. In periods of increased demand for the security, a Fund may receive a fee for use of the security by the counterparty, which may result in interest income to a Fund. A Fund will segregate assets determined to be liquid or otherwise cover its obligation under sale-buyback transactions.

Segregation and Collateral

If a Fund engages in certain transactions such as derivative investments or repurchase agreements, it may require collateral in the form of cash or investments to be held in segregated accounts at the Trust’s custodian, with an exchange or clearing member firm, or segregated on the Trust’s books and records maintained by the custodian and/or the portfolio manager. In each instance that segregation of collateral is required, it is done so in accordance with the 1940 Act and/or any interpretive guidance issued by the SEC. There is a possibility that a Fund could experience a delay in selling investments that are segregated as collateral.

5. DERIVATIVE INVESTMENTS AND RISKS

A. PRINCIPAL MARKET RISKS MANAGED BY INVESTING IN DERIVATIVES

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

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

Foreign investments and currency risk – A Fund may be exposed to foreign investments and/or currency risk through direct investment in securities or through options, futures or currency transactions. The prices of foreign securities that are denominated in foreign currencies are affected by the value of the U.S. dollar. With respect to securities denominated in foreign currencies, in general, as the value of the U.S. dollar rises, the U.S. dollar price of a foreign security will fall. As the value of the U.S. dollar falls, the U.S. dollar value of the foreign security will rise. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons. Foreign investments may be riskier than U.S. investments for many reasons, including changes in currency exchange rates, unstable political and economic conditions, a lack of adequate and timely company information, differences in the way securities markets operate, relatively lower market liquidity, less stringent financial reporting and accounting guidance and controls, less secure foreign banks or securities depositories than those in the U.S., foreign taxation issues and foreign controls on investments. As a result, a Fund’s investments in foreign currency denominated securities and

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other foreign investments may reduce the returns of the Fund. To manage these risks, certain Funds may invest in derivative instruments tied to foreign investments and/or currencies.

Price volatility risk – Derivatives tied to equity and fixed income securities are exposed to potential price volatility. Fixed income securities are affected by many factors, including prevailing interest rates, market conditions and market liquidity. Volatility of below investment grade fixed income securities (including loans) may be relatively greater than for investment grade fixed income securities. Equity securities tend to go up or down in value, sometimes rapidly and unpredictably. The prices of equity securities change in response to many factors, including a company’s historical and prospective earnings, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity. Due to the complexities of markets, events in one market or sector may adversely impact other markets or sectors.

To manage these risks, certain Funds may invest in various derivative instruments. Derivative instruments may be used to manage a Fund’s exposure to price volatility risk but may also be subject to greater price volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.

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

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

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

Credit Related Contingent Features

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

B. DERIVATIVE INVESTMENTS

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

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

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(Unaudited)

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 exposure to changes in interest rates, and to manage duration. 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. On the other hand, the writer of an options contract is obligated, upon the exercise of the option, to buy or sell an underlying asset at a specific price on or before a specified future date. A swaption is an option contract granting the owner the right to enter into an underlying swap. Inflation-capped options are options on U.S. inflation rates at a stated strike price. The seller of an inflation capped option receives an upfront premium and in return the buyer receives the right to receive a payment at the expiration of the option if the cumulative annualized inflation rate over the life of the option is above (for caps) or below (for floors) the stated strike price. The purpose of inflation-capped options is to protect the buyer from inflation erosion above a certain rate on a given notional exposure. A floor can be used to give downside protection to investments in inflation-linked products below a certain rate on a given notional exposure. Writing put options or purchasing call options tends to increase a Fund’s exposure to the underlying instrument. Writing call options or purchasing put options tends to decrease a Fund’s exposure to the underlying instrument. When a Fund writes or purchases a call, put, or inflation-capped option, an amount equal to the premium received or paid by the Fund is recorded as a liability or an investment, respectively, and subsequently adjusted to the current market value, based on the quoted daily settlement price of the option written or purchased. Certain options may be written or purchased with premiums to be determined on a future date. The premiums for these options are based upon implied volatility parameters at specified terms. Premiums received or paid from writing or purchasing options, which expire unexercised, are treated by a Fund on the expiration date as realized gains or losses. The difference between the premium and the amount paid or received on a closing purchase or sale transaction, including brokerage commissions, is also treated as a realized gain or loss. If an option is exercised, the premium paid or realized is added to the cost of the purchase or proceeds from the sale in determining whether the Fund has realized a gain or loss on investment transactions. A Fund, as a writer of an option, may have no control over whether the underlying instrument may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the underlying written option. In addition, an illiquid market may make it difficult for a Fund to close out an option contract.

The maximum risk of loss associated with writing put options is limited to the exercised fair value of the option contract. The maximum risk of loss associated with writing call options is potentially unlimited. Listed options contracts present minimal counterparty credit risk since they are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded options, guarantees the options against default. A Fund’s maximum risk of loss from counterparty credit risk related to OTC options contracts is limited to the premium paid.

During the reporting period, the Funds entered into option contracts for the following reasons: The PL Inflation Managed and PL Managed Bond Funds wrote options and swaptions on futures and swaps, as a means of capitalizing on anticipated changes in market volatility and to generate income. The PL Inflation Managed Fund also purchased inflation floors as a means of hedging duration. The PL Growth LT Fund invested in option contracts for purposes of risk management and to increase returns.

Forward Foreign Currency Contracts – A forward foreign currency contract (“Forward Contract”) is a commitment to buy or sell a specific amount of a foreign currency at a negotiated price on a specified future date. Forward Contracts can help a Fund manage the risk of changes in currency exchange rates. These contracts are marked-to-market daily at the applicable forward currency translation rates. A Fund records realized gains or losses at the time the Forward Contract is closed. A Forward Contract is extinguished through a closing transaction or upon delivery of the currency or entering an offsetting contract. A Fund’s maximum risk of loss from counterparty credit risk related to Forward Contracts is the fair value of the contract. The risk may be mitigated to some extent if a master netting arrangement between a Fund and the counterparty is in place and to the extent a Fund obtains collateral to cover the Fund’s exposure to the counterparty.

During the reporting period, the Funds entered into Forward Contracts for the following reasons: The PL Inflation Managed and PL Managed Bond Funds entered into Forward Contracts in connection with settling planned purchases or sales of securities, to hedge the currency exposure associated with some or all of a Fund’s securities or as part of each Funds’ investment strategy. The PL Emerging Markets Debt Fund entered into Forward Contracts to help protect the Fund’s returns against adverse currency movements, to gain market exposure, and as part of the Fund’s investment strategy. The PL Comstock Fund entered into Forward Contracts to manage currency risk and to help protect the Fund’s returns against adverse currency movements. The PL Growth LT Fund entered into Forward Contracts for hedging purposes to help protect the Fund’s returns against adverse currency movements. The PL International Value Fund entered into Forward Contracts to manage currency risk and for hedging purposes to insulate the Fund’s returns against adverse currency movements.

Swaps Agreements – Swaps are privately negotiated agreements between the Funds and their counterparties to exchange cash flows, assets, foreign currencies or market-linked returns at specified intervals and may be executed in the over-the-counter market or in a multilateral or other trade facility platform, such as a registered commodities exchange (“centrally cleared swaps”). In connection with these agreements, securities may be identified as collateral in accordance with the terms of the respective swap agreements to provide assets of value and recourse in the event of default or bankruptcy/insolvency. Swaps are marked-to-market daily based upon values received from third party vendors or quotations from market makers. Market values greater than zero are recorded as an asset and market values less than zero are recorded as a liability. The change in value of swaps, including accruals of periodic amounts of interest to be paid or received on swaps, is recorded as unrealized appreciation or depreciation. Daily changes in valuation of centrally cleared swaps, if any, are recorded as variation margin receivable or payable. Payments received or made at the beginning of the measurement period are recorded as an asset or liability and represent payments made or received upon entering into the swap agreement to compensate for differences between the stated terms of the

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(Unaudited)

swap agreement and prevailing market conditions (credit spreads, currency exchange rates, interest rates, and other relevant factors). These upfront payments are recorded as the calculation of realized gain or loss when the swap is closed. A liquidation payment received or made at the termination of the swap is recorded as realized gain or loss. Net periodic payments received by a Fund are recorded as realized gain.

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

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

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

During the reporting period, the Funds entered into interest rate swaps for the following reasons: The PL Inflation Managed and PL Managed Bond Funds entered into interest rate swaps to manage nominal or real interest rate risk, as well as other risk exposures in various global markets, or as a substitute for cash bond exposure. The PL Emerging Markets Debt Fund entered into interest rate swaps for duration management and to gain exposure to the currency markets.

Credit Default Swaps – Credit default swap agreements involve one party making a stream of payments (referred to as the buyer of protection) to another party (the seller of protection) in exchange for the right to receive a specified return in the event of a default or other credit event for the referenced entity, obligation or index. As a seller of protection, a Fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided there is no credit event. As the seller, a Fund would effectively add leverage to its Fund because, in addition to its total net assets, a Fund would be subject to investment exposure on the notional amount of the swap.

A Fund investing in credit default swaps is subject to the risk that there is no liquid market for these agreements, that the counterparties may default on their obligations to perform or disagree as to the meaning of the contractual terms in the agreements, or that there may be unfavorable changes in interest rates.

If a Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, a Fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. If a Fund is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, a Fund will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. Recovery values are assumed by market makers considering either industry standard recovery rates or entity specific factors and considerations until a credit event occurs. If a credit event has occurred, the recovery value is determined by a facilitated auction whereby a minimum number of allowable broker bids, together with a specified valuation method, are used to calculate the settlement value.

Credit default swap agreements on corporate 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.

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NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

Credit default swap agreements on credit indices involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising the credit index. Credit default swap agreements on indices are benchmarks for protecting investors owning bonds against default. A credit index is a list of a basket of credit instruments or exposures designed to be representative of some part of the credit market as a whole. These indices are made up of reference credits that are judged by a poll of dealers to be the most liquid entities in the credit default swap market based on the sector of the index. Components of the indices may include, but are not limited to, investment grade securities, high yield securities, asset-backed securities, emerging markets, and/or various credit ratings within each sector. Credit indices are traded using credit default swaps with standardized terms including a fixed spread and standard maturity dates. An index credit default swap references all the names in the index, and if there is a default, the credit event is settled based on that name’s weight in the index. The composition of the indices changes periodically, usually every six months, and for most indices, each name has an equal weight in the index. A Fund may use credit default swaps on credit indices to hedge a Fund of credit default swaps or bonds with a credit default swap on indices which is less expensive than it would be to buy many credit default swaps to achieve a similar effect.

An implied credit spread is the spread in yield between a U.S. Treasury security and the referenced obligation or underlying investment that are identical in all respects except for the quality rating. Wider credit spreads, in absolute terms when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement. Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on corporate 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.

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, 2012 for which a Fund is the seller of protection are disclosed in the Notes to Schedules of Investments. These potential amounts are partially offset by any recovery values of the respective referenced obligations, upfront payments received upon entering into the agreement, or net amounts received from the settlement of buy protection credit default swap agreements entered into by a Fund for the same referenced entity or entities.

During the reporting period, the Funds entered into credit default swaps for the following reasons: The PL Inflation Managed and PL Managed Bond Funds sold credit protection through credit default swaps to increase exposure to the credit risk of individual securities or to the broader investment grade, high yield, or emerging markets through the use of credit default swaps. 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, 2012 as disclosed in the Notes to Schedules of Investments and the amounts of realized gains and losses and changes in net unrealized appreciation and depreciation on derivative investments as disclosed in the Statements of Operations serve as indicators of the volume of derivative activity for each applicable Fund during the six-month period ended September 30, 2012.

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NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

The following is a summary of the location of fair value amounts of derivative investments, if any, disclosed in the Trust’s Statements of Assets and Liabilities:

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

The following is a summary of fair values of derivative investments disclosed in the Statements of Assets and Liabilities, which are not accounted for as hedging investments under U.S. GAAP, categorized by primary risk exposure as of September 30, 2012:

	Asset Derivative Investments Value
Fund	Total Value at September 30, 2012		Credit Contracts		Equity Contracts			Foreign Exchange Contracts		Interest Rate Contracts
PL Inflation Managed		$489,207		$74,503		$—			$95,220		$319,484	*
PL Managed Bond		1,912,242		1,277,487		—			320,897		313,858	*
PL Emerging Markets Debt		210,959		—		—			209,312		1,647
PL Comstock		89,288		—		—			89,288		—
PL Growth LT		81,666		—		72,930			8,736		—
PL International Value		504,886		—		7,627	*		497,259		—

	Liability Derivative Investments Value
Fund	Total Value at September 30, 2012			Credit Contracts			Equity Contracts			Foreign Exchange Contacts			Interest Rate Contracts
PL Inflation Managed		($732,586	)		($1,251	)		$—			($271,805	)		($459,530	)
PL Managed Bond		(1,855,757	)		(659,822	)		—			(797,995	)		(397,940	)*
PL Emerging Markets Debt		(110,014	)		—			—			(110,014	)		—
PL Growth LT		(42,928	)		—			(4,040	)		(38,888	)		—
PL International Value		(822,434	)		—			(49,820	)*		(772,614	)		—

* Includes cumulative appreciation (depreciation) of futures contracts and centrally cleared swaps as reported in the Schedule of Investments and its notes. Only current day’s variation margin is reported within the Statement of Assets and 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, if any, disclosed in the Trust’s Statements of Operations:

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

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PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

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, 2012:

	Realized Gain (Loss) on Derivative Investments Recognized in the Statements of Operations
Fund	Total Value at September 30, 2012			Credit Contracts			Equity Contracts			Foreign Exchange Contracts			Interest Rate Contracts
PL Inflation Managed		$1,306,682			($506,173	)		$—			$970,393			$842,462
PL Managed Bond		1,543,633			198,135			—			(1,001,334	)		2,346,832
PL Short Duration Bond		27,399			—			—			(2,831	)		30,230
PL Emerging Markets Debt		13,900			—			—			6,927			6,973
PL Comstock		(519,266	)		—			—			(519,266	)		—
PL Growth LT		(59,442	)		—			(64,884	)		5,442			—
PL International Value		(168,603	)		—			(23,003	)		(145,600	)		—

	Change in Net Unrealized Appreciation (Depreciation) on Derivative Investments Recognized in the Statements of Operations
Fund	Total Value at September 30, 2012			Credit Contracts		Equity Contracts			Foreign Exchange Contracts			Interest Rate Contacts
PL Inflation Managed		($316,801	)		$69,312		$—			($12,088	)		($374,025	)
PL Managed Bond		358,466			497,265		—			862,884			(1,001,683	)
PL Short Duration Bond		2,831			—		—			2,831			—
PL Emerging Markets Debt		100,945			—		—			99,298			1,647
PL Comstock		89,288			—		—			89,288			—
PL Growth LT		(120,906	)		—		(144,977	)		24,071			—
PL International Value		(132,678	)		—		(46,832	)		(85,846	)		—

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

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

PL Floating Rate Loan (1)	0.75%	PL Growth LT	0.55%	PL Small-Cap Growth	0.60%
PL Inflation Managed	0.40%	PL Large-Cap Growth (3)	0.75%	PL Small-Cap Value	0.75%
PL Managed Bond	0.40%	PL Large-Cap Value	0.65%	PL Real Estate	0.90%
PL Short Duration Bond	0.40%	PL Main Street Core	0.45%	PL Emerging Markets	0.80%
PL Emerging Markets Debt	0.785%	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) PLFA has contractually agreed to waive 0.10% of its advisory fees through June 30, 2013 as long as Eaton Vance Management remains manager of the Fund. There is no guarantee that PLFA will continue such waiver after that date.

(2) PLFA has contractually agreed to waive 0.015% of its advisory fees through June 30, 2013 as long as Invesco Advisers, Inc. remains manager of the Fund. There is no guarantee that PLFA will continue such waiver after that date.

(3) PLFA has contractually agreed to waive 0.025% of its advisory fees through June 30, 2013 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, 2012, 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; Ashmore Investment Management Limited for the PL Emerging Markets Debt Fund; Invesco Advisers, Inc. for the PL Comstock Fund; Janus Capital Management LLC for the PL Growth LT Fund; 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% for each of the PL Underlying Funds.

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PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

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 Pacific Life and PLFA (including individuals who may be officers or Trustees of the Trust), to attend meetings of the Board and to provide assistance with the coordination and supervision in connection with the services procured for the Trust under the Administration Agreement. Support services do not include any services for which PLFA is responsible pursuant to the Investment Advisory Agreement. The Trust reimbursed Pacific Life and PLFA for these support services on an approximate cost basis.

Pursuant to a Distribution Agreement, Pacific Select Distributors, Inc. (the “Distributor”), a wholly owned subsidiary of Pacific Life, serves as distributor of the Trust’s shares. Under the Distribution Agreement, the Distributor bears all expenses of providing services, including costs of sales presentations, mailings, advertisements, and other marketing efforts by the Distributor in connection with the distribution or sale of the Trust’s shares and makes distribution and/or service payments to selling groups in connection with the sale of certain of the Trust’s shares and subsequent servicing needs of shareholders provided by selling groups. The share class of the Funds covered in this report is not subject to a distribution and/or service fee.

7. TRANSACTIONS WITH AFFILIATES

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

The Adviser and Pacific Life are related parties. The advisory fees paid to the Adviser, including any advisory fee waiver, the administration fees paid to Pacific Life, including any fee waivers, and expenses for support services paid to PLFA and Pacific Life (see Note 6) by each Fund covered in this report for the six-month period ended September 30, 2012 are presented in the Statements of Operations. The amounts of each of these fees that remained payable as of September 30, 2012 are presented in the Statements of Assets and Liabilities.

B. EXPENSE LIMITATION AGREEMENTS

To help limit the Trust’s expenses, PLFA has entered into expense limitation agreements with the Trust and has contractually agreed to reimburse each Fund for certain operating expenses that exceed an annual rate based on a percentage of a Fund’s average daily net assets. These operating expenses include, but are not limited to, administration fees, organizational expenses, custody expenses, expenses for audit, tax and certain legal services, preparation, printing, filing and distribution to existing shareholders of proxies, prospectuses and shareholder reports and other regulatory documents as applicable, independent trustees’ fees, and establishing, overseeing and administering the Trust’s compliance program. These operating expenses do not include investment advisory fees; distribution and/or service fees, if any; interest; taxes (including foreign taxes on dividends, interest or gains); brokerage commissions and other transactional expenses; dividends on securities sold short; acquired fund fees and expenses; and extraordinary expenses such as litigation expenses and other expenses not incurred in the ordinary course of each Fund’s business. The current expense cap for the PL Underlying Funds is 0.15% through June 30, 2015 and 0.30% thereafter through June 30, 2022.

There is no guarantee that PLFA will continue to cap expenses upon the expiration of the applicable expense caps. Any expense reimbursements are subject to repayment to PLFA for a period of time as permitted under regulatory and accounting guidance (currently 3 years from the end of the fiscal year in which the reimbursement or reduction took place), to the extent such expenses fall below the expense cap in future years. Any amounts repaid to PLFA will have the effect of increasing such expenses of the Fund, but not above the expense cap. There was no recoupment of expense reimbursement by PLFA from any Funds covered in this report during the six-month period ended September 30, 2012.

The cumulative reimbursement and fee reduction amounts, if any, as of September 30, 2012 that are subject to repayment for each Fund covered in this report are as follows:

	Expiration Date
Fund	3/31/2013		3/31/2014		3/31/2015		3/31/2016
PL Floating Rate Loan		$98,235		$161,181		$131,663		$66,315
PL Inflation Managed		308,763		329,563		295,942		138,790
PL Managed Bond		502,729		558,213		506,074		240,184
PL Short Duration Bond		164,724		164,455		168,516		82,016
PL Emerging Markets Debt								90,353
PL Comstock		214,415		194,706		167,205		81,982
PL Growth LT		216,805		154,975		163,768		68,140
PL Large-Cap Growth		120,503		112,128		106,391		52,932
PL Large-Cap Value		216,004		228,247		206,530		102,568
PL Main Street Core		266,417		176,595		160,866		77,863
PL Mid-Cap Equity		177,580		153,964		136,380		70,418
PL Mid-Cap Growth		115,208		116,589		83,455		37,436
PL Small-Cap Growth		96,729		73,729		59,708		29,140
PL Small-Cap Value		92,384		92,291		93,513		44,023
PL Real Estate		94,439		72,505		59,572		27,388
PL Emerging Markets		319,937		270,343		388,707		181,806
PL International Large-Cap		286,639		255,021		289,591		121,094
PL International Value		289,342		200,306		213,243		84,396
Total		$3,580,853		$3,314,811		$3,231,124		$1,596,844

Due to the current regulatory and accounting guidance, all expense reimbursements made by the Adviser for the period September 28, 2001 (the Pacific Life Funds’ commencement date of operations) to March 31, 2009 expired for future recoupment as of March 31, 2012. 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

C-15

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

and no liabilities for such repayments were recorded by any Fund as of September 30, 2012. The Adviser expense reimbursement is presented in the Statements of Operations. Any amounts that remained due from the Advisor as of September 30, 2012 are presented in the Statements of Assets and Liabilities.

C. INDEPENDENT TRUSTEES

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

Each independent trustee of the Board is eligible to participate in the Trust’s Deferred Compensation Plan (the “Plan”). The Plan allows each independent trustee to voluntarily defer receipt of all or a percentage of fees which otherwise would be payable for services performed. Amounts in the deferral account are obligations of each Fund at the time of such deferral and are payable in accordance with the Plan. Deferral amounts are treated as though equivalent dollar amounts had been invested in shares of certain Funds. An independent trustee who defers compensation has the option to select credit rate options that track the performance, at NAV of Class A shares of the corresponding Portfolio Optimization Funds, PL Short Duration Income Fund, PL Income Fund, PL Strategic Income Fund, PL Floating Rate Income Fund, PL High Income Fund and/or PL Money Market Fund, and/or Class P shares of the corresponding PL Underlying Funds without a sales load. The obligation of each Fund under the Plan (the “DCP Liability”) is recorded as a liability (accrued trustees’ fees and expenses and deferred compensation). Accordingly, the market value appreciation or depreciation on a Fund’s DCP Liability account will cause the expenses of that Fund to increase or decrease due to market fluctuation. The change in net unrealized appreciation or depreciation on a Fund’s DCP Liability account is recorded as an increase or decrease to expense (trustees’ fees and expenses). For the six-month period ended September 30, 2012, such expenses decreased by $259 for all applicable Funds covered in this report as a result of the market value depreciation on such accounts. As of September 30, 2012, the total amount in the DCP Liability accounts was $32,643 for all applicable Funds covered in this report.

D. OFFICERS OF THE TRUST

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

E. INDEMNIFICATIONS

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

8. UNFUNDED SENIOR LOAN COMMITMENTS

Unfunded loan commitments on senior loan participations and assignments (Note 4), if any, are marked to market daily and valued according to the Trust’s valuation policies and procedures. Any outstanding unfunded loan commitments are presented in the Notes to Schedules of Investments section of each applicable Fund’s Schedule of Investments. Any applicable net unrealized appreciation or depreciation at the end of the reporting period is recorded as an asset (unfunded loan commitment appreciation) or a liability (unfunded loan commitment depreciation) and any change in net unrealized appreciation or depreciation for the reporting period is recorded as a change in net unrealized appreciation or depreciation on unfunded loan commitment. As of September 30, 2012, no unfunded loan commitments were held by any Funds covered in this report.

9. PURCHASES AND SALES OF SECURITIES

The cost of purchases and proceeds from sales of investments (excluding short-term investments) for the six-month period ended September 30, 2012, were as follows:

	U.S. Government Securities				Other Securities
Fund	Purchases		Sales		Purchases		Sales
PL Floating Rate Loan		$—		$—		$27,703,003		$41,550,478
PL Inflation Managed		228,229,328		327,769,950		1,011,912		46,265,050
PL Managed Bond		2,004,238,788		1,923,085,696		67,899,710		40,696,066
PL Short Duration Bond		48,900,556		34,186,317		77,201,310		24,268,701
PL Emerging Markets Debt		—		—		84,740,175		6,982,124
PL Comstock		—		—		69,887,958		24,281,584
PL Growth LT		—		—		24,512,496		83,668,584
PL Large-Cap Growth		—		—		50,081,051		46,434,283
PL Large-Cap Value		—		—		69,300,116		18,692,871
PL Main Street Core		—		—		69,180,001		50,500,468
PL Mid-Cap Equity		—		—		68,461,899		91,808,129
PL Mid-Cap Growth		—		—		10,000,815		17,992,293
PL Small-Cap Growth		—		—		24,207,157		16,831,176
PL Small-Cap Value		—		—		42,210,248		21,696,062
PL Real Estate		—		—		5,780,700		4,877,054
PL Emerging Markets		—		—		29,079,423		9,754,989
PL International Large-Cap		—		—		41,058,593		23,211,884
PL International Value		—		—		72,854,499		31,789,918

C-16

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

10. FEDERAL INCOME TAX INFORMATION

Each Fund intends to qualify each year as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code (the “Code”). A Fund that qualifies as a RIC does not have to pay income tax as long as it distributes sufficient taxable income and net capital gains. Each Fund declared and paid sufficient dividends on net investment income and capital gains distributions during the year or period ended March 31, 2012, to qualify as a RIC and is not required to pay Federal income tax under the Code. Accordingly, no provision for Federal income taxes is required in the financial statements. Required distributions are based on net investment income and net realized gains determined in accordance with income tax regulations, which may differ from such amounts for financial reporting purposes. These differences are primarily due to differing treatments for futures and options, swap income, paydown gain/loss, partnership income, foreign currency transactions, passive foreign investment companies, late year ordinary and post-October capital losses, capital loss carryforwards, and losses deferred due to wash sales. Permanent book and tax differences relating to shareholder distributions will result in reclassifications of capital accounts. In addition, the year in which amounts are distributed may differ from the year in which the net investment income is earned and the net gains are realized by each Fund.

The following table shows the accumulated capital losses and components of distributable earnings on a tax basis, and late year ordinary losses and post-October capital losses deferred, if any, as of March 31, 2012:

				Distributable Earnings				Late Year Ordinary and Post-October Capital Loss Deferrals
Fund	Accumulated Capital Losses			Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Late Year Ordinary Losses			Short-Term Capital Losses			Long-Term Capital Losses			Total
PL Floating Rate Loan		($16,487	)		$1,198,457		$—		$—			$—			$—			$—
PL Inflation Managed		—			2,841,061		733,035		—			—			—			—
PL Managed Bond		(216,538	)		5,074,047		—		—			—			(3,280,889	)		(3,280,889	)
PL Short Duration Bond		—			481,115		46,127		—			(207,126	)		—			(207,126	)
PL Comstock		(22,005,888	)		676,793		—		—			—			—			—
PL Growth LT		(18,416,497	)		549,611		—		—			(1,698,768	)		—			(1,698,768	)
PL Large-Cap Growth		—			—		1,019,041		(100,504	)		—			—			(100,504	)
PL Large-Cap Value		(15,679,047	)		1,183,317		—		—			(602,951	)		—			(602,951	)
PL Main Street Core		(26,543,145	)		739,538		—		—			(362,630	)		—			(362,630	)
PL Mid-Cap Equity		(7,425,609	)		187,850		—		—			—			—			—
PL Mid-Cap Growth		—			—		1,054,638		(17,119	)		(100,750	)		—			(117,869	)
PL Small-Cap Growth		(5,887,020	)		—		—		—			—			—			—
PL Small-Cap Value		(5,895,087	)		324,995		—		—			(95,549	)		—			(95,549	)
PL Real Estate		(8,860,152	)		195,287		—		—			(47,531	)		—			(47,531	)
PL Emerging Markets		—			168,621		—		—			(1,022,619	)		(266,107	)		(1,288,726	)
PL International Large-Cap		(12,478,029	)		1,308,918		—		—			(691,996	)		(775,436	)		(1,467,432	)
PL International Value		(49,011,024	)		906,833		—		—			(3,629,237	)		(1,471,976	)		(5,101,213	)

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

	Pre-Enactment									Post-Enactment
	Net Capital Loss Carryover Expiring in									Unlimited Period of Net Capital Loss Carryover						Accumulated Capital Loss Carryover
Fund	2017			2018			2019			Short-Term			Long-Term
PL Floating Rate Loan		$—			($16,487	)		$—			$—			$—			($16,487	)
PL Managed Bond		—			—			—			(216,538	)		—			(216,538	)
PL Comstock		(1,791,441	)		(20,214,447	)		—			—			—			(22,005,888	)
PL Growth LT		—			(18,416,497	)		—			—			—			(18,416,497	)
PL Large-Cap Value		(4,851,176	)		(10,501,973	)		(325,898	)		—			—			(15,679,047	)
PL Main Street Core		(2,767,952	)		(23,775,193	)		—			—			—			(26,543,145	)
PL Mid-Cap Equity		—			(7,425,609	)		—			—			—			(7,425,609	)
PL Small-Cap Growth		(3,377	)		(5,883,643	)		—			—			—			(5,887,020	)
PL Small-Cap Value		—			(5,895,087	)		—			—			—			(5,895,087	)
PL Real Estate		—			(8,860,152	)		—			—			—			(8,860,152	)
PL International Large-Cap		(1,530,732	)		(8,295,134	)		(2,652,163	)		—			—			(12,478,029	)
PL International Value		(6,971,246	)		(38,541,418	)		—			(3,027,169	)		(471,191	)		(49,011,024	)

C-17

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, 2012, were as follows:

Fund	Total Cost of Investments on Tax Basis		Gross Unrealized Appreciation on Investments		Gross Unrealized Depreciation on Investments			Net Unrealized Appreciation on Investments		Net Unrealized Appreciation (Depreciation) on Other (1)			Net Unrealized Appreciation
PL Floating Rate Loan		$99,082,884		$1,470,239		($383,760	)		$1,086,479		$—			$1,086,479
PL Inflation Managed		188,477,132		9,422,753		(770,560	)		8,652,193		(227,375	)		8,424,818
PL Managed Bond		744,294,045		21,439,287		(3,385,017	)		18,054,270		(285,837	)		17,768,433
PL Short Duration Bond		223,329,994		2,630,662		(125,281	)		2,505,381		—			2,505,381
PL Emerging Markets Debt		82,212,646		3,770,370		(295,842	)		3,474,528		98,134			3,572,662
PL Comstock		231,856,603		43,862,295		(10,127,414	)		33,734,881		91,683			33,826,564
PL Growth LT		31,437,584		10,280,222		(632,920	)		9,647,302		(29,392	)		9,617,910
PL Large-Cap Growth		102,856,631		33,067,705		(2,500,967	)		30,566,738		—			30,566,738
PL Large-Cap Value		265,154,425		70,517,423		(6,082,675	)		64,434,748		—			64,434,748
PL Main Street Core		171,623,611		45,448,900		(2,674,602	)		42,774,298		54			42,774,352
PL Mid-Cap Equity		119,690,600		13,491,390		(3,253,379	)		10,238,011		—			10,238,011
PL Mid-Cap Growth		54,885,005		13,071,487		(5,657,731	)		7,413,756		(360	)		7,413,396
PL Small-Cap Growth		36,707,605		7,740,840		(1,124,141	)		6,616,699		—			6,616,699
PL Small-Cap Value		92,631,371		17,826,648		(2,214,434	)		15,612,214		(54	)		15,612,160
PL Real Estate		35,968,027		17,681,046		(455,591	)		17,225,455		—			17,225,455
PL Emerging Markets		87,624,436		22,060,593		(3,405,692	)		18,654,901		(66,147	)		18,588,754
PL International Large-Cap		189,397,293		34,436,631		(5,512,968	)		28,923,663		(3,639	)		28,920,024
PL International Value		142,604,532		11,366,706		(4,563,909	)		6,802,797		(323,220	)		6,479,577

(1) Other includes net appreciation or deprecation on derivatives, securities sold short, unfunded loan commitments, and foreign currency transactions, if any.

Each Fund recognizes the financial statement effects of a tax position taken or expected to be taken in a tax return when it is more likely than not, based on the technical merits, that the position will be sustained upon examination by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax liability for unrecognized tax benefits with a corresponding income tax expense. Each Fund is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions. As a result of each Fund’s evaluation, as of and during the six-month period ended September 30, 2012, each Fund did not record a liability for any unrecognized tax benefits. Each Fund’s policy is to recognize interest and penalties on unrecognized tax benefits in income tax expense. During the six-month period ended September 30, 2012, none of the Funds covered in this report incurred any interest or penalties. Each Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next six months.

Each Fund remains subject to examination by Federal and State tax authorities (principal state jurisdictions include California and Delaware) for the tax years ended March 31, 2009 through March 31, 2012 for Federal purposes and March 31, 2008 through March 31, 2012 for State purposes.

11. TAX CHARACTER OF DISTRIBUTIONS

The tax character of income and capital gain distributions to shareholders during the year ended March 31, 2012, were as follows:

	For the Year Ended March 31, 2012
Fund	Ordinary Income		Long-Term Capital Gains		Total Distributions
PL Floating Rate Loan		$3,822,618		$—		$3,822,618
PL Inflation Managed		16,846,737		3,055,973		19,902,710
PL Managed Bond		11,687,819		—		11,687,819
PL Short Duration Bond		1,583,339		194,538		1,777,877
PL Comstock		2,469,410		—		2,469,410
PL Growth LT		536,165		—		536,165
PL Large-Cap Growth		—		1,890,797		1,890,797
PL Large-Cap Value		4,290,204		—		4,290,204
PL Main Street Core		1,459,944		—		1,459,944
PL Mid-Cap Equity		669,458		—		669,458
PL Mid-Cap Growth		510,818		7,026,231		7,537,049
PL Small-Cap Value		1,046,454		—		1,046,454
PL Real Estate		324,119		—		324,119
PL Emerging Markets		436,893		1,469,566		1,906,459
PL International Large-Cap		2,241,781		—		2,241,781
PL International Value		3,217,735		—		3,217,735

There were no income and capital gain distributions to shareholders by any of the Funds covered in this report during the six-month period ended September 30, 2012.

C-18

PACIFIC LIFE FUNDS

NOTES TO FINANCIAL STATEMENTS (Continued)

(Unaudited)

12. SHARES OF BENEFICIAL INTEREST

Each Fund is authorized to issue an unlimited number of shares of beneficial interest with no par value. Changes in shares of beneficial interest of each Fund for the six-month period ended September 30, 2012 and the year ended March 31, 2012 were as follows:

	PL Floating Rate Loan Fund						PL Inflation Managed Fund						PL Managed Bond Fund						PL Short Duration Bond Fund
	Six-Month Period  ended 9/30/2012			Year ended 3/31/2012			Six-Month Period  ended 9/30/2012			Year ended 3/31/2012			Six-Month Period  ended 9/30/2012			Year ended 3/31/2012			Six-Month Period ended 9/30/2012			Year ended 3/31/2012
Class P
Shares sold		1,036,901			2,778,851			2,313,987			5,832,301			6,492,319			11,330,537			6,920,201			4,052,837
Dividends and distributions reinvested		—			391,261			—			1,868,799			—			1,103,666			—			178,681
Shares repurchased		(2,551,858	)		(570,742	)		(13,528,398	)		(2,797,468	)		(1,624,311	)		(2,937,545	)		(153,048	)		(872,644	)
Net increase (decrease)		(1,514,957	)		2,599,370			(11,214,411	)		4,903,632			4,868,008			9,496,658			6,767,153			3,358,874
Beginning shares outstanding		11,099,697			8,500,327			26,682,305			21,778,673			44,758,849			35,262,191			15,429,941			12,071,067
Ending shares outstanding		9,584,740			11,099,697			15,467,894			26,682,305			49,626,857			44,758,849			22,197,094			15,429,941
	PL Emerging Markets Debt Fund (1)						PL Comstock Fund						PL Growth LT Fund						PL Large-Cap Growth Fund
	Period ended 9/30/2012			Year ended 3/31/2012			Six-Month Period ended 9/30/2012			Year ended 3/31/2012			Six-Month Period ended 9/30/2012			Year ended 3/31/2012			Six-Month Period ended 9/30/2012			Year ended 3/31/2012
Class P
Shares sold		8,132,967						4,367,575			3,553,403			134,271			1,423,438			858,644			2,164,349
Dividends and distributions reinvested		—						—			225,311			—			47,701			—			220,116
Shares repurchased		(46,162	)					(231,442	)		(880,653	)		(5,292,318	)		(2,515,096	)		(239,655	)		(573,437	)
Net increase (decrease)		8,086,805						4,136,133			2,898,061			(5,158,047	)		(1,043,957	)		618,989			1,811,028
Beginning shares outstanding		—						16,625,565			13,727,504			8,258,220			9,302,177			12,546,730			10,735,702
Ending shares outstanding		8,086,805						20,761,698			16,625,565			3,100,173			8,258,220			13,165,719			12,546,730
	PL Large-Cap Value Fund						PL Main Street Core Fund						PL Mid-Cap Equity Fund						PL Mid-Cap Growth Fund
	Six-Month Period ended 9/30/2012			Year ended 3/31/2012			Six-Month Period ended 9/30/2012			Year ended 3/31/2012			Six-Month Period ended 9/30/2012			Year ended 3/31/2012			Six-Month Period ended 9/30/2012			Year ended 3/31/2012
Class P
Shares sold		4,991,418			3,684,819			1,877,485			2,375,126			1,127,461			3,794,349			1,389,263			1,280,313
Dividends and distributions reinvested		—			390,728			—			150,046			—			72,609			—			994,334
Shares repurchased		(523,034	)		(2,423,173	)		(373,434	)		(929,081	)		(4,062,991	)		(806,734	)		(1,998,513	)		(250,642	)
Net increase (decrease)		4,468,384			1,652,374			1,504,051			1,596,091			(2,935,530	)		3,060,224			(609,250	)		2,024,005
Beginning shares outstanding		21,364,475			19,712,101			17,182,131			15,586,040			16,044,803			12,984,579			8,294,116			6,270,111
Ending shares outstanding		25,832,859			21,364,475			18,686,182			17,182,131			13,109,273			16,044,803			7,684,866			8,294,116
	PL Small-Cap Growth Fund						PL Small-Cap Value Fund						PL Real Estate Fund						PL Emerging Markets Fund
	Six-Month Period ended 9/30/2012			Year ended 3/31/2012			Six-Month Period ended 9/30/2012			Year ended 3/31/2012			Six-Month Period ended 9/30/2012			Year ended 3/31/2012			Six-Month Period ended 9/30/2012			Year ended 3/31/2012
Class P
Shares sold		865,238			603,780			2,133,777			1,315,442			56,980			1,025,141			1,576,691			2,024,174
Dividends and distributions reinvested		—			—			—			106,890			—			28,862			—			162,945
Shares repurchased		(208,625	)		(257,367	)		(138,570	)		(468,973	)		(101,604	)		(523,132	)		(87,918	)		(257,654	)
Net increase (decrease)		656,613			346,413			1,995,207			953,359			(44,624	)		530,871			1,488,773			1,929,465
Beginning shares outstanding		3,065,762			2,719,349			8,143,437			7,190,078			4,183,542			3,652,671			6,308,071			4,378,606
Ending shares outstanding		3,722,375			3,065,762			10,138,644			8,143,437			4,138,918			4,183,542			7,796,844			6,308,071
	PL International Large-Cap Fund						PL International Value Fund
	Six-Month Period ended 9/30/2012			Year ended 3/31/2012			Six-Month Period ended 9/30/2012			Year ended 3/31/2012
Class P
Shares sold		1,302,492			5,074,872			5,420,688			3,744,103
Dividends and distributions reinvested		—			172,048			—			424,503
Shares repurchased		(160,567	)		(739,664	)		(239,844	)		(768,129	)
Net increase		1,141,925			4,507,256			5,180,844			3,400,477
Beginning shares outstanding		13,486,118			8,978,862			12,892,042			9,491,565
Ending shares outstanding		14,628,043			13,486,118			18,072,886			12,892,042

(1) The PL Emerging Markets Debt Fund commenced operations on June 29, 2012.

C-19

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, 2012 to September 30, 2012.

ACTUAL EXPENSES

The first section of the table for each fund entitled “Actual Fund Return”, provides information about actual account values and actual expenses based on each fund’s actual performance and each fund’s actual expenses, after any applicable advisory fee waivers and adviser expense reimbursements (See Notes 6 and 7B in Notes to Financial Statements). The “Ending Account Value at 09/30/12” 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 04/01/12-09/30/12” 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, 2012 to September 30, 2012.

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 04/01/12-09/30/12.”

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second section of the table for each fund, entitled “Hypothetical”, provides information about hypothetical account values and hypothetical expenses based on a 5% per year hypothetical rate of return and actual fund’s expenses, after any applicable advisory fee waivers and adviser expense reimbursements (See Note 6 and 7B in Notes to Financial Statements). It assumes that the fund had an annual 5% rate of return before expenses, but that the expense ratio is unchanged. The hypothetical account values and expenses may not be used to estimate the actual ending account values or expenses you paid for the period.

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

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

	Beginning Account Value at 04/01/12		Ending Account Value at 09/30/12		Annualized Expense Ratio		Expenses Paid During the Period 04/01/12 - 09/30/12 (1)
PL Floating Rate Loan Fund
Actual Fund Return
Class P		$1,000.00		$1,028.70		0.80%		$4.07
Hypothetical
Class P		$1,000.00		$1,021.06		0.80%		$4.05
PL Inflation Managed Fund
Actual Fund Return
Class P		$1,000.00		$1,061.20		0.57%		$2.95
Hypothetical
Class P		$1,000.00		$1,022.21		0.57%		$2.89
PL Managed Bond Fund
Actual Fund Return
Class P		$1,000.00		$1,052.40		0.55%		$2.83
Hypothetical
Class P		$1,000.00		$1,022.31		0.55%		$2.79
PL Short Duration Bond Fund
Actual Fund Return
Class P		$1,000.00		$1,014.90		0.55%		$2.78
Hypothetical
Class P		$1,000.00		$1,022.31		0.55%		$2.79
PL Emerging Markets Debt Fund (2)
Actual Fund Return
Class P		$1,000.00		$1,060.00		0.94%		$2.49
Hypothetical
Class P		$1,000.00		$1,020.36		0.94%		$4.76
PL Comstock Fund
Actual Fund Return
Class P		$1,000.00		$1,024.90		0.89%		$4.52
Hypothetical
Class P		$1,000.00		$1,020.61		0.89%		$4.51
PL Growth LT Fund
Actual Fund Return
Class P		$1,000.00		$1,003.10		0.70%		$3.52
Hypothetical
Class P		$1,000.00		$1,021.56		0.70%		$3.55
PL Large-Cap Growth Fund
Actual Fund Return
Class P		$1,000.00		$999.00		0.88%		$4.41
Hypothetical
Class P		$1,000.00		$1,020.66		0.88%		$4.46
PL Large-Cap Value Fund
Actual Fund Return
Class P		$1,000.00		$1,038.20		0.80%		$4.09
Hypothetical
Class P		$1,000.00		$1,021.06		0.80%		$4.05

See explanation of references on page D-2

D-1

PACIFIC LIFE FUNDS

DISCLOSURE OF FUND EXPENSES (Continued)

(Unaudited)

	Beginning Account Value at 04/01/12		Ending Account Value at 09/30/12		Annualized Expense Ratio		Expenses Paid During the Period 04/01/12 - 09/30/12 (1)
PL Main Street Core Fund
Actual Fund Return
Class P		$1,000.00		$1,018.70		0.60%		$3.04
Hypothetical
Class P		$1,000.00		$1,022.06		0.60%		$3.04
PL Mid-Cap Equity Fund
Actual Fund Return
Class P		$1,000.00		$952.40		0.80%		$3.92
Hypothetical
Class P		$1,000.00		$1,021.06		0.80%		$4.05
PL Mid-Cap Growth Fund
Actual Fund Return
Class P		$1,000.00		$909.80		0.85%		$4.07
Hypothetical
Class P		$1,000.00		$1,020.81		0.85%		$4.31
PL Small-Cap Growth Fund
Actual Fund Return
Class P		$1,000.00		$993.20		0.75%		$3.75
Hypothetical
Class P		$1,000.00		$1,021.31		0.75%		$3.80
PL Small-Cap Value Fund
Actual Fund Return
Class P		$1,000.00		$1,006.60		0.90%		$4.53
Hypothetical
Class P		$1,000.00		$1,020.56		0.90%		$4.56
PL Real Estate Fund
Actual Fund Return
Class P		$1,000.00		$1,023.00		1.05%		$5.32
Hypothetical
Class P		$1,000.00		$1,019.80		1.05%		$5.32
PL Emerging Markets Fund
Actual Fund Return
Class P		$1,000.00		$1,006.70		0.95%		$4.78
Hypothetical
Class P		$1,000.00		$1,020.31		0.95%		$4.81
PL International Large-Cap Fund
Actual Fund Return
Class P		$1,000.00		$991.40		1.00%		$4.99
Hypothetical
Class P		$1,000.00		$1,020.05		1.00%		$5.06

	Beginning Account Value at 04/01/12		Ending Account Value at 09/30/12		Annualized Expense Ratio		Expenses Paid During the Period 04/01/12 - 09/30/12 (1)
PL International Value Fund
Actual Fund Return
Class P		$1,000.00		$974.50		0.80%		$3.96
Hypothetical
Class P		$1,000.00		$1,021.06		0.80%		$4.05

(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 365 days.

(2) The PL Emerging Markets Debt Fund commenced operations on June 29, 2012. The actual return and expenses paid during the period by this Fund was for the period June 29, 2012 to September 30, 2012, instead of the entire six-month period. The hypothetical return and expenses paid during the period are based on the entire six-month period for comparison purposes.

D-2

PACIFIC LIFE FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT AND FUND MANAGEMENT AGREEMENTS

(Unaudited)

I. Introduction and Background

The Pacific Life Funds’ (the “Trust”) Board of Trustees (the “Board” or “Trustees”) approved a change in fund manager and a new fund management agreement with respect to the PL Mid-Cap Equity Fund (the “Fund”) effective January 1, 2013. Under the Investment Company Act of 1940, as amended (the “1940 Act”), a change in fund manager requires shareholder approval of a new fund management agreement; however, pursuant to an exemptive order issued to Pacific Life Insurance Company (“Pacific Life”) by the Securities and Exchange Commission (“SEC”) on October 13, 1999 and relied upon by the Trust and Pacific Life Fund Advisors LLC (“PLFA” or “Adviser”), in accordance with the terms of the exemptive order, PLFA and the Trust can hire, terminate, and replace, as applicable, fund managers and enter into new fund management agreements (except, as a general matter, fund managers affiliated with PLFA) without shareholder approval. The additional information provided herein concerning the fund manager change is being provided pursuant to the requirements of the exemptive order.

At an in-person meeting on September 11, 2012, the Board, including all of the Trustees who are not “interested persons,” as that term is defined in the 1940 Act (“Independent Trustees”), approved, effective January 1, 2013, the agreement with Scout Investments, Inc. (“Scout”) with respect to the PL Mid-Cap Equity Fund (the “Scout Fund Management Agreement”) and appointed Scout as the new fund manager, effective January 1, 2013 (“Fund Manager”). In connection with this matter, also at the September 11, 2012 meeting, the Board terminated the fund management agreement for the Fund with the current fund manager upon the effectiveness of the Scout Fund Management Agreement. Scout’s appointment as Fund Manager was made in accordance with the SEC exemptive order noted above and does not require shareholder approval. In order to facilitate these changes, a portion of the fund’s holdings will be sold and new investments purchased in accordance with recommendations by the new fund manager or management team. PLFA and/or the Fund may retain a transitioning agent in order to help reduce the transaction costs associated with the purchase and sale of Fund holdings in connection with this transition.

II. Board Consideration of the New Fund Management Agreement

In evaluating the proposed Scout Fund Management Agreement, the Board, including all of the Independent Trustees, considered the factors, among others, described below. Additionally, the Board considered the various screening processes that PLFA utilizes in identifying a proposed new fund manager, including screening for qualified firms through the use of quantitative data and information gathered from independent third-party databases, as well as the due diligence conducted by PLFA on the investment and compliance resources and personnel of a fund manager and an assessment of the investment strategies used by a fund manager, and the due diligence conducted by the Trust’s CCO. In addition, the Board reviewed the specific criteria and information evaluated by PLFA during the selection process of Scout, including information about another firm considered by PLFA, and PLFA’s analysis in reaching its conclusion to recommend Scout as the new Fund Manager. The Trustees also considered that PLFA has historically exercised diligence in monitoring the performance of the Fund Managers, and has recommended and taken measures to attempt to remedy relative underperformance by a Fund when PLFA and the Board believed appropriate.

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

1. Nature, Extent and Quality of Services

The Trustees considered the benefits to shareholders of retaining Scout as the Fund Manager, particularly in light of the nature, extent, and quality of the services expected to be provided by Scout. In this regard, the Trustees considered various materials relating to the proposed Fund Manager, including copies of the proposed Scout Fund Management Agreement; copies of Scout’s Form ADV; financial information; and other information deemed relevant to the Trustees’ evaluation, including comprehensive assessments from senior management of PLFA.

The Trustees considered that under the Scout Fund Management Agreement, Scout would be responsible for providing the investment management services for the Fund’s assets, including investment research, advice and supervision, and determining which securities would be purchased or sold by the Fund. The Trustees considered the quality of the management services expected to be provided to the PL Mid-Cap Equity Fund over both the short- and long-term, the organizational depth and resources of Scout, including the background and experience of Scout’s management and the expertise of the fund management team, as well as the investment strategies, processes and philosophy to be used with respect to the investment strategy.

In addition, the Trustees considered Scout’s written compliance policies and procedures and noted that the Trust’s Chief Compliance Officer (“CCO”) had provided an assessment of Scout’s compliance program, as required under Rule 38a-1 of the 1940 Act, and its code of ethics.

In making these assessments, the Trustees took note of the extensive due diligence PLFA conducted with respect to Scout, and were aided by the assessment and recommendation of PLFA and the in-person presentation and materials provided by Scout.

The Board concluded it was satisfied with the nature, extent and quality of the investment management services anticipated to be provided to the PL Mid-Cap Equity Fund by Scout under the Scout Fund Management Agreement.

2. Performance

The Trustees considered PLFA’s efforts and process to search for and screen advisory firms that are qualified to manage a mid-cap equity fund, and the identification by PLFA of Scout to serve as fund manager with regard to the day-to-day investment activities of the PL Mid-Cap Equity Fund. The Trustees considered factors concerning performance in connection with its consideration of this matter and in connection with approval of the related Scout Fund Management Agreement, as described below.

The Trustees considered information about the historical performance of an account managed by the same Scout Fund management team that would manage the PL Mid-Cap Equity Fund using similar investment strategies as those proposed for the PL Mid-Cap Equity Fund (the “Comparable Performance”). The Trustees considered the Comparable Performance against a pertinent benchmark and against the applicable peer group for the year-to-date, one-, three-, and five-year periods as of June 30, 2012. The Trustees also considered the Comparable Performance against a pertinent benchmark and an applicable peer group for the previous five calendar years. Additionally, the Trustees

D-3

PACIFIC LIFE FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT AND FUND MANAGEMENT AGREEMENTS (Continued)

(Unaudited)

considered performance information presented by PLFA for another potential manager of the Fund and the performance of an account managed by the lead fund manager of the Scout fund management team when the individual worked at another advisory firm prior to joining Scout. The Trustees also considered the need for Scout to adhere to the Fund’s general investment mandate in order to function appropriately in the Portfolio Optimization Funds.

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

3. Advisory and Fund Management Fees

The Trustees considered information regarding the comparative advisory fees charged under other investment advisory contracts of the Fund Manager with regard to other investment accounts with substantially similar investment strategies as the PL Mid-Cap Equity Fund. The Trustees noted that in certain cases there were differences in the level of services proposed to be provided to the PL Mid-Cap Equity Fund by Scout and that the level of services provided by Scout on these other accounts was due to the different nature of the accounts or an affiliation between Scout and the account. These differences often explained differences in fee schedules. The Trustees noted that the fee rates were the result of arms’-length negotiations between PLFA and Scout, and that the PL Mid-Cap Equity Fund’s sub-advisory management fees are paid by PLFA and are not paid directly by the PL Mid-Cap Equity Fund. The Trustees considered that the advisory fee schedule would remain unchanged from the current fee schedule for the Fund. Additionally, the Trustees considered that there are certain costs associated with a manager change, but that the advisory fee rates and ongoing operating expenses paid by the shareholders were not expected to materially increase as a result of this portfolio manager change.

The Board concluded that the compensation payable under the Scout Fund Management Agreement is fair and reasonable.

4. Costs, Level of Profits and Economies of Scale

Costs and Profitability. The Trustees considered the projected profitability of the Scout Fund Management Agreement to Scout to the extent practicable based on the financial information provided by Scout. The Trustees considered that it was difficult to accurately determine or evaluate the projected profitability of the Scout Fund Management Agreement to Scout because it managed substantial assets or had multiple business lines and, further, that any such assessment would involve assumptions regarding its allocation policies, capital structure, cost of capital, business mix and other factors. The Trustees gave less weight to projected profitability considerations than other information provided in connection with this matter, given the arms’-length nature of the relationship between PLFA and Scout with respect to the negotiation of Fund management fees, the fact that such fees are paid by PLFA and the fact that the projected profitability of the Scout Fund Management Agreement to Scout is an estimate.

The Board concluded that the PL Mid-Cap Equity Fund’s fee structure reflected in the Scout Fund Management Agreement is fair and reasonable.

5. Ancillary Benefits

The Trustees received from PLFA and Scout information concerning other benefits that may be received by Scout and its affiliates as a result of their relationship with the PL Mid-Cap Equity Fund, including commissions that may be paid to broker-dealers affiliated with the Fund Manager and the anticipated use of soft dollars by the Fund Manager. In this regard, the Trustees noted that Scout represented that it does not anticipate utilizing an affiliated broker-dealer and that it anticipates using soft dollar credits generated by Fund commissions to pay for research services. The potential benefits that may be derived by Scout from its relationship with the PL Mid-Cap Equity Fund could include larger assets under management and reputational benefits, which are consistent with those generally derived by sub-advisers to mutual funds. The Trustees considered potential benefits to be derived by Scout from its relationship with the PL Mid-Cap Equity Fund and that such benefits were consistent with those generally derived by sub-advisers to mutual funds or were otherwise not unusual.

6. Conclusion

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

D-4

PACIFIC LIFE FUNDS

WHERE TO GO FOR MORE INFORMATION

(Unaudited)

Availability of Quarterly Holdings

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

Availability of Proxy Voting Record

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

Information Relating to Investments Held by the Pacific Life Funds

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

Availability of Proxy Voting Policies

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

How to obtain Information

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

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

• On the SEC’s Website at www.sec.gov

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

D-5

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)) is attached hereto as Exhibit 99 CERT.

(a)(3) Not applicable.

(b) Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is attached hereto as Exhibit 99.906 CERT pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

Signatures

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

Pacific Life Funds

By:	/s/ Mary Ann Brown
	Mary Ann Brown Chief Executive Officer
Date:	December 7, 2012

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

By:	/s/ Mary Ann Brown
	Mary Ann Brown Chief Executive Officer
Date:	December 7, 2012

By:	/s/ Brian D. Klemens
	Brian D. Klemens Treasurer (Principal Financial and Accounting Officer)
Date:	December 7, 2012