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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT
COMPANIES

Investment Company Act file number 811-10385

Pacific Life Funds

(Exact name of registrant as specified in charter)

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

(Address of principal executive offices) (Zip code)

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

(Name and address of agent for service)

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

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

Date of fiscal year end: March 31

Date of reporting period: September 30, 2010

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).

TABLE OF CONTENTS

PACIFIC LIFE FUNDS
Schedules of Investments and Notes	A-1
Financial Statements:
Statements of Assets and Liabilities	B-1
Statements of Operations	B-3
Statements of Changes in Net Assets	B-4
Financial Highlights	C-1
Notes to Financial Statements	D-1
Disclosure of Fund Expenses	E-1
Where to Go for More Information	E-3

PACIFIC LIFE FUNDS
PL PORTFOLIO OPTIMIZATION CONSERVATIVE FUND
Schedule of Investments
September 30, 2010 (Unaudited)

	Shares		Value
AFFILIATED MUTUAL FUNDS — 98.3%
PL Floating Rate Loan Fund ‘P’		2,247,075	$	22,156,158
PL Inflation Managed Fund ‘P’		3,682,042		39,545,131
PL Managed Bond Fund ‘P’		8,103,855		90,925,257
PL Short Duration Bond Fund ‘P’		2,932,287		29,645,423
PL Comstock Fund ‘P’		777,763		8,096,509
PL Growth LT Fund ‘P’ *		470,209		5,209,917
PL Large-Cap Growth Fund ‘P’ *		645,952		5,038,429
PL Large-Cap Value Fund ‘P’		1,362,531		13,679,811
PL Main Street Core Fund ‘P’		618,087		5,531,874
PL Mid-Cap Equity Fund ‘P’		942,045		8,374,776
PL International Large-Cap Fund ‘P’		413,305		5,753,204
PL International Value Fund ‘P’		661,781		5,889,852
Total Affiliated Mutual Funds (Cost $221,579,498)				239,846,341
SHORT-TERM INVESTMENT — 0.5%
Money Market Fund — 0.5%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		1,284,899		1,284,899
Total Short-Term Investment (Cost $1,284,899)				1,284,899
TOTAL INVESTMENTS — 98.8% (Cost $222,864,397)				241,131,240
OTHER ASSETS & LIABILITIES, NET — 1.2%				2,862,876
NET ASSETS — 100.0%			$	243,994,116

Notes to Schedule of Investments

(a) As of September 30, 2010, the Fund was diversified as a percentage of net assets as follows:

Affiliated Fixed Income Funds	74.7	%
Affiliated Equity Funds	23.6	%
Short-Term Investment	0.5	%
	98.8	%
Other Assets & Liabilities, Net	1.2	%
	100.0	%

PACIFIC LIFE FUNDS
PL PORTFOLIO OPTIMIZATION MODERATE-CONSERVATIVE FUND
Schedule of Investments
September 30, 2010 (Unaudited)

	Shares		Value
AFFILIATED MUTUAL FUNDS — 98.9%
PL Floating Rate Loan Fund ‘P’		1,494,409	$	14,734,872
PL Inflation Managed Fund ‘P’		2,752,009		29,556,576
PL Managed Bond Fund ‘P’		5,193,132		58,266,938
PL Short Duration Bond Fund ‘P’		2,043,701		20,661,813
PL Comstock Fund ‘P’		1,372,073		14,283,276
PL Growth LT Fund ‘P’ *		639,571		7,086,449
PL Large-Cap Growth Fund ‘P’ *		1,234,739		9,630,963
PL Large-Cap Value Fund ‘P’		1,895,577		19,031,591
PL Main Street Core Fund ‘P’		1,332,817		11,928,712
PL Mid-Cap Equity Fund ‘P’		1,075,992		9,565,573
PL Mid-Cap Growth Fund ‘P’		506,601		4,711,387
PL Small-Cap Value Fund ‘P’		274,662		2,428,015
PL International Large-Cap Fund ‘P’		879,514		12,242,837
PL International Value Fund ‘P’		831,904		7,403,949
Total Affiliated Mutual Funds (Cost $207,049,422)				221,532,951
TOTAL INVESTMENTS — 98.9% (Cost $207,049,422)				221,532,951
OTHER ASSETS & LIABILITIES, NET — 1.1%				2,401,283
NET ASSETS — 100.0%			$	223,934,234

Notes to Schedule of Investments

(a) As of September 30, 2010, the Fund was diversified as a percentage of net assets as follows:

Affiliated Fixed Income Funds	55.0	%
Affiliated Equity Funds	43.9	%
	98.9	%
Other Assets & Liabilities, Net	1.1	%
	100.0	%

(b)	Fair Value Measurements
	The following is a summary of the Funds’ holdings as categorized under the three-tier hierarchy of inputs used in valuing the Funds’ assets and liabilities (See Note 10 in Notes to Financial Statements) as of September 30, 2010:

						Level 2		Level 3
		Total Value at		Level 1		Significant		Significant
		September 30, 2010		Quoted Price		Observable Inputs		Unobservable Inputs
PL Portfolio Optimization Conservative Fund
Assets	Affiliated Mutual Funds	$	239,846,341	$	239,846,341	$	—	$	—
	Short-Term Investment		1,284,899		1,284,899		—		—
	Total	$	241,131,240	$	241,131,240	$	—	$	—
PL Portfolio Optimization Moderate-Conservative Fund
Assets	Affiliated Mutual Funds	$	221,532,951	$	221,532,951	$	—	$	—

See Notes to Financial Statements See explanation of symbol on page A-5

A-1

PACIFIC LIFE FUNDS
PL PORTFOLIO OPTIMIZATION MODERATE FUND
Schedule of Investments
September 30, 2010 (Unaudited)

	Shares		Value
AFFILIATED MUTUAL FUNDS — 99.7%
PL Floating Rate Loan Fund ‘P’		3,109,151	$	30,656,231
PL Inflation Managed Fund ‘P’		6,354,644		68,248,881
PL Managed Bond Fund ‘P’		9,277,145		104,089,563
PL Short Duration Bond Fund ‘P’		2,998,742		30,317,282
PL Comstock Fund ‘P’		4,947,096		51,499,270
PL Growth LT Fund ‘P’ *		2,946,083		32,642,601
PL Large-Cap Growth Fund ‘P’ *		4,305,420		33,582,277
PL Large-Cap Value Fund ‘P’		7,011,720		70,397,668
PL Main Street Core Fund ‘P’		5,062,234		45,306,997
PL Mid-Cap Equity Fund ‘P’		4,420,984		39,302,545
PL Mid-Cap Growth Fund ‘P’		1,436,018		13,354,971
PL Small-Cap Growth Fund ‘P’ *		706,739		6,777,626
PL Small-Cap Value Fund ‘P’		2,200,010		19,448,092
PL Real Estate Fund ‘P’		1,235,622		12,442,709
PL Emerging Markets Fund ‘P’		1,442,438		19,905,648
PL International Large-Cap Fund ‘P’		2,848,889		39,656,538
PL International Value Fund ‘P’		2,231,549		19,860,785
Total Affiliated Mutual Funds (Cost $613,300,968)				637,489,684
SHORT-TERM INVESTMENT — 0.2%
Money Market Fund — 0.2%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		1,237,696		1,237,696
Total Short-Term Investment (Cost $1,237,696)				1,237,696
TOTAL INVESTMENTS — 99.9% (Cost $614,538,664)				638,727,380
OTHER ASSETS & LIABILITIES, NET — 0.1%				736,023
NET ASSETS — 100.0%			$	639,463,403

Notes to Schedule of Investments

(a) As of September 30, 2010, the Fund was diversified as a percentage of net assets as follows:

Affiliated Equity Funds	63.2	%
Affiliated Fixed Income Funds	36.5	%
Short-Term Investment	0.2	%
	99.9	%
Other Assets & Liabilities, Net	0.1	%
	100.0	%

PACIFIC LIFE FUNDS
PL PORTFOLIO OPTIMIZATION MODERATE-AGGRESSIVE FUND
Schedule of Investments
September 30, 2010 (Unaudited)

	Shares		Value
AFFILIATED MUTUAL FUNDS — 100.0%
PL Inflation Managed Fund ‘P’		3,752,074	$	40,297,276
PL Managed Bond Fund ‘P’		3,556,768		39,906,932
PL Short Duration Bond Fund ‘P’		989,026		9,999,057
PL Comstock Fund ‘P’		4,513,226		46,982,678
PL Growth LT Fund ‘P’ *		3,358,831		37,215,850
PL Large-Cap Growth Fund ‘P’ *		3,514,027		27,409,410
PL Large-Cap Value Fund ‘P’		6,204,193		62,290,095
PL Main Street Core Fund ‘P’		5,317,177		47,588,738
PL Mid-Cap Equity Fund ‘P’		4,840,941		43,035,965
PL Mid-Cap Growth Fund ‘P’		2,385,114		22,181,558
PL Small-Cap Growth Fund ‘P’ *		1,139,352		10,926,387
PL Small-Cap Value Fund ‘P’		3,002,928		26,545,883
PL Real Estate Fund ‘P’		1,541,674		15,524,653
PL Emerging Markets Fund ‘P’		1,595,507		22,017,998
PL International Large-Cap Fund ‘P’		3,099,854		43,149,971
PL International Value Fund ‘P’		3,649,717		32,482,485
Total Affiliated Mutual Funds (Cost $518,628,917)				527,554,936
SHORT-TERM INVESTMENT — 0.0%
Money Market Fund — 0.0%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		56,462		56,462
Total Short-Term Investment (Cost $56,462)				56,462
TOTAL INVESTMENTS — 100.0% (Cost $518,685,379)				527,611,398
OTHER ASSETS & LIABILITIES, NET — 0.0%				234,595
NET ASSETS — 100.0%			$	527,845,993

Notes to Schedule of Investments

(a) As of September 30, 2010, the Fund was diversified as a percentage of net assets as follows:

Affiliated Equity Funds	82.9	%
Affiliated Fixed Income Funds	17.1	%
Short-Term Investment	0.0	%
	100.0	%
Other Assets & Liabilities, Net	0.0	%
	100.0	%

(b)	Fair Value Measurements
	The following is a summary of the Funds’ holdings as categorized under the three-tier hierarchy of inputs used in valuing the Funds’ assets and liabilities (See Note 10 in Notes to Financial Statements) as of September 30, 2010:

						Level 2		Level 3
		Total Value at		Level 1		Significant		Significant
		September 30, 2010		Quoted Price		Observable Inputs		Unobservable Inputs
PL Portfolio Optimization Moderate Fund
Assets	Affiliated Mutual Funds	$	637,489,684	$	637,489,684	$	—	$	—
	Short-Term Investment		1,237,696		1,237,696		—		—
	Total	$	638,727,380	$	638,727,380	$	—	$	—
PL Portfolio Optimization Moderate-Aggressive Fund
Assets	Affiliated Mutual Funds	$	527,554,936	$	527,554,936	$	—	$	—
	Short-Term Investment		56,462		56,462		—		—
	Total	$	527,611,398	$	527,611,398	$	—	$	—

See Notes to Financial Statements See explanation of symbol on page A-5

A-2

PACIFIC LIFE FUNDS
PL PORTFOLIO OPTIMIZATION AGGRESSIVE FUND
Schedule of Investments
September 30, 2010 (Unaudited)

	Shares		Value
AFFILIATED MUTUAL FUNDS — 100.1%
PL Managed Bond Fund ‘P’		452,369	$	5,075,579
PL Comstock Fund ‘P’		1,790,785		18,642,068
PL Growth LT Fund ‘P’ *		1,515,097		16,787,271
PL Large-Cap Growth Fund ‘P’ *		1,383,505		10,791,338
PL Large-Cap Value Fund ‘P’		2,461,503		24,713,490
PL Main Street Core Fund ‘P’		2,558,515		22,898,712
PL Mid-Cap Equity Fund ‘P’		1,875,524		16,673,406
PL Mid-Cap Growth Fund ‘P’		1,329,055		12,360,212
PL Small-Cap Growth Fund ‘P’ *		1,137,779		10,911,302
PL Small-Cap Value Fund ‘P’		1,646,059		14,551,162
PL Real Estate Fund ‘P’		796,678		8,022,545
PL Emerging Markets Fund ‘P’		774,688		10,690,701
PL International Large-Cap Fund ‘P’		1,375,574		19,147,989
PL International Value Fund ‘P’		1,915,661		17,049,387
Total Affiliated Mutual Funds (Cost $199,033,436)				208,315,162
TOTAL INVESTMENTS — 100.1% (Cost $199,033,436)				208,315,162
OTHER ASSETS & LIABILITIES, NET — (0.1%)				(258,339	)
NET ASSETS — 100.0%			$	208,056,823

Notes to Schedule of Investments

(a) As of September 30, 2010, the Fund was diversified as a percentage of net assets as follows:

Affiliated Equity Funds	97.7	%
Affiliated Fixed Income Funds	2.4	%
	100.1	%
Other Assets & Liabilities, Net	(0.1	%)
	100.0	%

(b)	Fair Value Measurements
	The following is a summary of the Fund’s holdings as categorized under the three-tier hierarchy of inputs used in valuing the Fund’s assets and liabilities (See Note 10 in Notes to Financial Statements) as of September 30, 2010:

						Level 2		Level 3
		Total Value at		Level 1		Significant		Significant
		September 30, 2010		Quoted Price		Observable Inputs		Unobservable Inputs
Assets	Affiliated Mutual Funds	$	208,315,162	$	208,315,162	$	—	$	—

See Notes to Financial Statements See explanation of symbol on page A-5

A-3

PACIFIC LIFE FUNDS
PL MONEY MARKET FUND
Schedule of Investments
September 30, 2010 (Unaudited)

	Principal
	Amount		Value
SHORT-TERM INVESTMENTS — 101.7%
Certificates of Deposit — 6.9%
Bank of Tokyo-Mitsubishi UFJ Ltd NY
0.380% due 10/29/10	$	900,000	$	900,000
0.380% due 11/01/10		1,500,000		1,500,103
Toronto Dominion Bank NY
0.400% due 10/25/10		1,500,000		1,500,000
				3,900,103
Commercial Paper — 75.3%
Abbott Laboratories
0.150% due 10/12/10		1,700,000		1,699,922
American Honda Finance Corp
0.400% due 11/16/10		350,000		349,822
Archer-Daniels Midland Co
0.200% due 10/28/10		650,000		649,903
0.210% due 10/13/10		2,100,000		2,099,853
Bank of Montreal (Canada)
0.220% due 11/16/10		2,500,000		2,499,297
Bank of Nova Scotia NY
0.405% due 01/19/11		500,000		499,381
ConocoPhillips Qatar Funding Ltd (Cayman)
0.230% due 11/17/10		500,000		499,850
0.250% due 11/12/10		1,700,000		1,699,504
0.260% due 10/08/10		500,000		499,975
Electricite de France SA (France)
0.230% due 10/08/10		800,000		799,964
0.270% due 11/22/10		2,000,000		1,999,220
ENI Finance USA Inc
0.230% due 10/01/10		2,500,000		2,500,000
Google Inc
0.200% due 12/20/10		1,500,000		1,499,333
Harvard University
0.250% due 12/06/10		2,000,000		1,999,083
Hewlett-Packard Co
0.180% due 10/05/10		2,600,000		2,599,948
International Business Machines Corp
0.150% due 10/01/10		1,500,000		1,500,000
National Australia Funding DE Inc
0.255% due 11/08/10		2,400,000		2,399,354
Net Jets Inc
0.190% due 10/07/10		2,000,000		1,999,937
Northwestern University
0.240% due 10/25/10		1,500,000		1,499,760
0.270% due 10/04/10		750,000		749,983
The Coca-Cola Co
0.240% due 11/22/10		1,700,000		1,699,411
The Procter & Gamble Co
0.230% due 10/21/10		500,000		499,936
0.270% due 11/17/10		500,000		499,824
0.270% due 11/24/10		500,000		499,798
Total Capital Canada Ltd (Canada)
0.430% due 01/13/11		500,000		499,379
Toyota Motor Credit Corp
0.310% due 12/17/10		2,250,000		2,248,560
0.420% due 10/18/10		750,000		749,851
Wal-Mart Stores Inc
0.200% due 10/13/10		2,200,000		2,199,853
Washington Gas Light Co
0.190% due 10/04/10		1,500,000		1,499,976
Westpac Banking Corp (Australia)
0.250% due 11/10/10		2,200,000		2,199,388
				42,640,065
U.S. Treasury Bills — 19.4%
0.121% due 11/18/10		2,000,000		1,999,679
0.130% due 11/04/10		2,000,000		1,999,759
0.151% due 12/16/10		2,000,000		1,999,362
0.155% due 12/30/10		2,000,000		1,999,225
0.221% due 10/14/10		1,500,000		1,499,880
0.238% due 10/28/10		1,500,000		1,499,733
				10,997,638

	Shares
Money Market Fund — 0.1%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		42,335		42,335
Total Short-Term Investments (Amortized Cost $57,580,141)				57,580,141
TOTAL INVESTMENTS — 101.7% (Amortized Cost $57,580,141)				57,580,141
OTHER ASSETS & LIABILITIES, NET — (1.7%)				(963,998	)
NET ASSETS — 100.0%			$	56,616,143

Notes to Schedule of Investments
(a)	As of September 30, 2010, the Fund was diversified as a percentage of net assets as follows:

Commercial Paper	75.3	%
U.S. Treasury Bills	19.4	%
Certificates of Deposit	6.9	%
Money Market Fund	0.1	%
	101.7	%
Other Assets & Liabilities, Net	(1.7	%)
	100.0	%

(b) As of September 30, 2010, the Fund’s Standard & Poor’s quality ratings as a percentage of total fixed income investments were as follows:

AAA / U.S. Government & Agency Issues	19.1	%
A-1 (Short Term Debt Only)	74.1	%
Not Rated	6.8	%
	100.0	%

	The Standard & Poor’s quality ratings of the companies shown in the schedule of investments were obtained from published reports and other sources believed to be reliable.
(c)	Short-term securities reflect either the stated coupon rate or the annualized effective yield on the date of purchase for discounted securities.

See Notes to Financial Statements See explanation of symbol on page A-5

A-4

PACIFIC LIFE FUNDS
PL MONEY MARKET FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

(d)	Fair Value Measurements
	The following is a summary of the Fund’s holdings as categorized under the three-tier hierarchy of inputs used in valuing the Fund’s assets and liabilities (See Note 10 in Notes to Financial Statements) as of September 30, 2010:

						Level 2		Level 3
		Total Value at		Level 1		Significant		Significant
		September 30, 2010		Quoted Price		Observable Inputs		Unobservable Inputs
Assets	Short-Term Investments	$	57,580,141	$	42,335	$	57,537,806	$	—

Explanation of Symbol:
*	Non-income producing securities.

See Notes to Financial Statements

A-5

PACIFIC LIFE FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
SEPTEMBER 30, 2010 (Unaudited)

	PL Portfolio Optimization Funds										PL Money
			Moderate-				Moderate-				Market
	Conservative Fund		Conservative Fund		Moderate Fund		Aggressive Fund		Aggressive Fund		Fund
ASSETS
Investments, at cost	$	222,864,397	$	207,049,422	$	614,538,664	$	518,685,379	$	199,033,436	$	57,580,141
Investments in affiliated mutual funds, at value	$	239,846,341	$	221,532,951	$	637,489,684	$	527,554,936	$	208,315,162	$	—
Investments, at value		1,284,899		—		1,237,696		56,462		—		57,580,141
Receivables:
Dividends and interest		—		—		—		—		—		3,256
Fund shares sold		4,511,872		2,776,608		3,612,863		2,079,627		425,310		3,253
Securities sold		—		98,997		—		—		118,899		—
Due from adviser		25,001		25,287		67,636		59,730		26,829		8,077
Prepaid expenses and other assets		17,928		9,576		27,609		18,624		10,554		9,407
Total Assets		245,686,041		224,443,419		642,435,488		529,769,379		208,896,754		57,604,134
LIABILITIES
Payables:
Fund shares redeemed		250,445		255,933		1,278,200		1,469,714		560,648		969,550
Securities purchased		1,284,899		—		1,237,696		56,462		—		—
Due to custodian		—		98,997		—		—		118,899		—
Income distributions		50		75		—		—		—		—
Accrued advisory fees		38,770		35,119		101,705		84,733		33,269		—
Accrued administration fees		29,077		26,339		76,279		63,549		24,952		5
Accrued support service expenses		22,344		23,170		70,781		63,038		25,352		2,614
Accrued custodian fees and expenses		2,564		2,564		2,564		2,564		2,564		4,103
Accrued legal, audit and tax service fees		26,434		27,996		86,470		77,439		31,348		951
Accrued deferred trustee compensation and expenses		1,071		1,677		5,446		5,155		1,995		3,784
Accrued distribution and/or service fees		16,674		15,109		44,326		37,082		13,831		1,522
Accrued transfer agency out-of-pocket expenses		15,976		18,007		58,339		53,822		22,233		3,650
Accrued other		3,621		4,199		10,279		9,828		4,840		1,812
Total Liabilities		1,691,925		509,185		2,972,085		1,923,386		839,931		987,991
NET ASSETS	$	243,994,116	$	223,934,234	$	639,463,403	$	527,845,993	$	208,056,823	$	56,616,143

See Notes to Financial Statements

B-1

PACIFIC LIFE FUNDS
STATEMENTS OF ASSETS AND LIABILITIES (Continued)
SEPTEMBER 30, 2010 (Unaudited)

	PL Portfolio Optimization Funds															PL Money
				Moderate-						Moderate-						Market
	Conservative Fund			Conservative Fund			Moderate Fund			Aggressive Fund			Aggressive Fund			Fund(1)
NET ASSETS CONSIST OF:
Paid-in capital	$	230,443,075		$	218,977,728		$	647,108,845		$	565,860,728		$	236,781,957		$	56,619,660
Undistributed/accumulated net investment income (loss)		601,202			414,000			545,055			(248,178	)		(264,340	)		(3,690	)
Undistributed/accumulated net realized gain (loss)		(5,317,004	)		(9,941,023	)		(32,379,213	)		(46,692,576	)		(37,742,520	)		173
Net unrealized appreciation (depreciation) on investments		18,266,843			14,483,529			24,188,716			8,926,019			9,281,726			—
NET ASSETS	$	243,994,116		$	223,934,234		$	639,463,403		$	527,845,993		$	208,056,823		$	56,616,143
Class A Shares:
Net Assets	$	113,892,834		$	105,829,874		$	293,720,716		$	244,188,035		$	106,601,377		$	56,616,143
Shares of beneficial interest outstanding		10,583,330			9,842,495			26,756,407			22,595,737			9,935,154			56,626,948
Net Asset Value per share*	$	10.76		$	10.75		$	10.98		$	10.81		$	10.73		$	1.00
Sales Charge — Maximum is 5.50% of offering price		0.63			0.63			0.64			0.63			0.62			—
Maximum offering price per share	$	11.39		$	11.38		$	11.62		$	11.44		$	11.35		$	1.00
Class B Shares:
Net Assets	$	19,144,541		$	23,170,371		$	74,018,103		$	71,083,329		$	28,904,387		$	—
Shares of beneficial interest outstanding		1,795,727			2,173,725			6,801,091			6,658,096			2,748,164			—
Net Asset Value and offering price per share*	$	10.66		$	10.66		$	10.88		$	10.68		$	10.52		$	—
Class C Shares:
Net Assets	$	102,254,194		$	83,469,103		$	244,674,542		$	199,362,199		$	67,716,407		$	—
Shares of beneficial interest outstanding		9,599,872			7,833,433			22,512,680			18,719,356			6,438,345			—
Net Asset Value and offering price per share*	$	10.65		$	10.66		$	10.87		$	10.65		$	10.52		$	—
Class R Shares:
Net Assets	$	8,702,547		$	11,464,886		$	27,050,042		$	13,212,430		$	4,834,652		$	—
Shares of beneficial interest outstanding		811,915			1,069,702			2,474,694			1,225,013			453,005			—
Net Asset Value per share	$	10.72		$	10.72		$	10.93		$	10.79		$	10.67		$	—

*	Redemption price per share is equal to the Net Asset Value per share less any applicable contingent deferred sales charge.
(1)	PL Money Market Fund is not subject to a front-end sales load.

See Notes to Financial Statements

B-2

PACIFIC LIFE FUNDS
STATEMENTS OF OPERATIONS
FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2010 (Unaudited)

	PL Portfolio Optimization Funds															PL Money
				Moderate-						Moderate-						Market
	Conservative Fund			Conservative Fund			Moderate Fund			Aggressive Fund			Aggressive Fund			Fund
INVESTMENT INCOME
Dividends from affiliated mutual fund investments	$	1,413,695		$	1,181,574		$	2,859,541		$	1,741,008		$	489,493		$	—
Dividends from mutual fund investments		5			3			128			3			—			—
Interest		—			—			—			—			—			59,722
Total Investment Income		1,413,700			1,181,577			2,859,669			1,741,011			489,493			59,722
EXPENSES
Advisory fees		200,705			193,706			581,296			499,020			197,334			44,395
Administration fees		216,457			213,336			646,377			559,074			221,614			66,592
Support services expenses		28,149			29,469			90,787			80,157			32,379			6,367
Custodian fees and expenses		5,114			5,114			5,114			5,114			5,114			9,455
Shareholder report expenses		10,198			10,673			32,881			29,030			11,725			2,306
Distribution and/or service fees
Class A		115,520			110,927			330,109			286,767			124,073			55,493
Class B (1)		77,768			102,355			340,440			338,976			140,989			—
Class C (1)		422,236			368,211			1,120,541			947,625			326,540			—
Class R (1)		20,722			27,128			62,531			30,717			11,424			—
Transfer agency out-of-pocket expenses		34,397			38,874			126,427			117,910			47,499			6,839
Registration fees		31,318			29,891			39,671			35,510			30,065			14,429
Legal, audit and tax service fees		24,634			25,790			79,453			70,150			28,337			5,573
Trustees’ compensation and expenses		3,895			4,100			12,605			11,106			4,475			959
Other		9,692			10,424			29,921			27,478			11,836			5,655
Total Expenses		1,200,805			1,169,998			3,498,153			3,038,634			1,193,404			218,063
Advisory Fee Waiver		—			—			—			—			—			(44,395	)
Adviser Reimbursement and/or Administrator Fee Reduction (2)		(279,254	)		(290,448	)		(837,669	)		(746,072	)		(318,656	)		(113,015	)
Distribution and/or Service Fees Waiver		(109,880	)		(113,427	)		(350,675	)		(308,014	)		(122,688	)		(906	)
Net Expenses		811,671			766,123			2,309,809			1,984,548			752,060			59,747
NET INVESTMENT INCOME (LOSS)		602,029			415,454			549,860			(243,537	)		(262,567	)		(25	)
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
Affiliated mutual fund investment transactions		(274,522	)		(1,694,072	)		(7,668,289	)		(7,187,872	)		(4,799,381	)		—
Investment security transactions		112			111			335			291			116			25
Capital gain distributions from affiliated mutual fund investments		691,498			519,655			1,045,552			581,480			170,410			—
Net Realized Gain (Loss)		417,088			(1,174,306	)		(6,622,402	)		(6,606,101	)		(4,628,855	)		25
Net Change In Unrealized Appreciation (Depreciation) On:
Affiliated mutual fund investments		7,433,307			6,910,800			20,638,993			15,963,843			7,297,682			—
Change in Net Unrealized Appreciation (Depreciation)		7,433,307			6,910,800			20,638,993			15,963,843			7,297,682			—
NET GAIN		7,850,395			5,736,494			14,016,591			9,357,742			2,668,827			25
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	8,452,424		$	6,151,948		$	14,566,451		$	9,114,205		$	2,406,260		$	—

(1)	Class B, C and R shares are offered to the PL Portfolio Optimization Funds only.
(2)	See Note 5 in Notes to Financial Statements.

See Notes to Financial Statements

B-3

PACIFIC LIFE FUNDS
STATEMENTS OF CHANGES IN NET ASSETS

	PL Portfolio Optimization						PL Portfolio Optimization						PL Portfolio Optimization
	Conservative Fund						Moderate-Conservative Fund						Moderate Fund
	Six-Month						Six-Month						Six-Month
	Period Ended						Period Ended						Period Ended
	September 30,			Year Ended			September 30,			Year Ended			September 30,			Year Ended
	2010 (1)			March 31, 2010			2010 (1)			March 31, 2010			2010 (1)			March 31, 2010
OPERATIONS
Net investment income	$	602,029		$	3,277,105		$	415,454		$	2,947,406		$	549,860		$	6,898,619
Net realized gain (loss)		417,088			(2,367,128	)		(1,174,306	)		(4,826,492	)		(6,622,402	)		(16,496,114	)
Net change in unrealized appreciation		7,433,307			19,660,083			6,910,800			33,278,746			20,638,993			138,905,984
Net Increase in Net Assets Resulting from Operations		8,452,424			20,570,060			6,151,948			31,399,660			14,566,451			129,308,489
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		(432,249	)		(1,710,474	)		(752,728	)		(1,614,143	)		(2,280,647	)		(4,160,973	)
Class B		(45,061	)		(279,755	)		(138,215	)		(339,598	)		(478,154	)		(831,429	)
Class C		(270,234	)		(1,401,774	)		(519,484	)		(1,145,058	)		(1,587,337	)		(2,524,685	)
Class R		(32,188	)		(191,258	)		(88,835	)		(225,209	)		(201,576	)		(401,521	)
Net realized gains
Class A		—			(106,162	)		—			—			—			—
Class B		—			(23,898	)		—			—			—			—
Class C		—			(117,264	)		—			—			—			—
Class R		—			(12,184	)		—			—			—			—
Net Decrease in Net Assets Resulting from Dividends and Distributions to Shareholders		(779,732	)		(3,842,769	)		(1,499,262	)		(3,324,008	)		(4,547,714	)		(7,918,608	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		64,346,824			50,752,914			37,161,238			40,790,178			70,135,938			93,246,975
Class B		6,706,657			5,817,970			5,522,470			6,690,345			12,692,890			16,242,994
Class C		48,677,488			45,745,410			24,711,117			25,952,657			52,781,460			75,334,134
Class R		1,385,569			5,594,582			2,793,764			6,560,716			6,001,833			13,380,310
Dividends and distribution reinvestments
Class A		330,177			1,558,693			689,211			1,498,188			2,096,070			3,842,035
Class B		41,075			280,171			129,816			318,466			455,357			790,075
Class C		233,144			1,341,548			462,040			1,045,210			1,450,149			2,369,247
Class R		32,105			202,846			88,835			225,209			201,194			400,842
Cost of shares repurchased
Class A		(23,435,796	)		(23,064,174	)		(12,520,006	)		(15,266,919	)		(30,714,122	)		(40,358,953	)
Class B		(1,508,007	)		(2,677,685	)		(2,113,154	)		(3,115,431	)		(5,535,081	)		(7,808,728	)
Class C		(17,390,277	)		(24,597,878	)		(8,461,230	)		(14,008,363	)		(24,014,433	)		(37,125,941	)
Class R		(963,130	)		(1,796,648	)		(2,108,249	)		(2,898,487	)		(3,777,141	)		(7,339,654	)
Net Increase in Net Assets from Capital Share Transactions		78,455,829			59,157,749			46,355,852			47,791,769			81,774,114			112,973,336
NET INCREASE IN NET ASSETS		86,128,521			75,885,040			51,008,538			75,867,421			91,792,851			234,363,217
NET ASSETS
Beginning of Year or Period		157,865,595			81,980,555			172,925,696			97,058,275			547,670,552			313,307,335
End of Year or Period	$	243,994,116		$	157,865,595		$	223,934,234		$	172,925,696		$	639,463,403		$	547,670,552
Undistributed Net Investment Income	$	601,202		$	778,905		$	414,000		$	1,497,808		$	545,055		$	4,542,909

(1) Unaudited.

See Notes to Financial Statements

B-4

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

	PL Portfolio Optimization						PL Portfolio Optimization						PL Money Market
	Moderate-Aggressive Fund						Aggressive Fund						Fund
	Six-Month						Six-Month						Six-Month
	Period Ended						Period Ended						Period Ended
	September 30,			Year Ended			September 30,			Year Ended			September 30,			Year Ended
	2010 (1)			March 31, 2010			2010 (1)			March 31, 2010			2010 (1)			March 31, 2010
OPERATIONS
Net investment income (loss)	$	(243,537	)	$	3,841,042		$	(262,567	)	$	982,773		$	(25	)	$	(173	)
Net realized gain (loss)		(6,606,101	)		(30,603,203	)		(4,628,855	)		(24,928,333	)		25			201
Net change in unrealized appreciation (depreciation)		15,963,843			175,714,887			7,297,682			94,510,444			—			—
Net Increase (Decrease) in Net Assets Resulting from Operations		9,114,205			148,952,726			2,406,260			70,564,884			—			28
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		(1,602,175	)		(2,602,301	)		(653,565	)		(843,794	)		—			(10,057	)
Class B		(355,000	)		(446,128	)		(139,088	)		(69,556	)		—			—
Class C		(1,010,867	)		(1,189,157	)		(314,227	)		(153,091	)		—			—
Class R		(78,864	)		(138,865	)		(27,172	)		(40,677	)		—			—
Net Decrease in Net Assets Resulting from Dividends and Distributions to Shareholders		(3,046,906	)		(4,376,451	)		(1,134,052	)		(1,107,118	)		—			(10,057	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		42,067,289			65,603,064			16,948,846			27,309,375			59,766,177			52,775,972
Class B		8,464,083			11,566,216			2,567,076			4,468,034			—			—
Class C		28,066,332			44,834,816			13,792,109			19,255,411			—			—
Class R		2,441,614			10,113,346			1,064,123			3,407,327			—			—
Dividends and distribution reinvestments
Class A		1,497,191			2,456,310			628,092			807,649			—			9,957
Class B		342,767			430,112			133,256			66,789			—			—
Class C		942,974			1,134,414			294,024			147,013			—			—
Class R		78,864			138,865			27,172			40,677			—			—
Cost of shares repurchased
Class A		(27,794,474	)		(35,242,574	)		(10,597,700	)		(22,695,126	)		(37,818,958	)		(73,530,933	)
Class B		(7,178,951	)		(7,692,928	)		(2,698,047	)		(3,834,070	)		—			—
Class C		(21,598,599	)		(30,185,514	)		(14,759,289	)		(19,134,707	)		—			—
Class R		(1,665,137	)		(7,037,738	)		(737,800	)		(2,846,769	)		—			—
Net Increase (Decrease) in Net Assets from Capital Share Transactions		25,663,953			56,118,389			6,661,862			6,991,603			21,947,219			(20,745,004	)
NET INCREASE (DECREASE) IN NET ASSETS		31,731,252			200,694,664			7,934,070			76,449,369			21,947,219			(20,755,033	)
NET ASSETS
Beginning of Year or Period		496,114,741			295,420,077			200,122,753			123,673,384			34,668,924			55,423,957
End of Year or Period	$	527,845,993		$	496,114,741		$	208,056,823		$	200,122,753		$	56,616,143		$	34,668,924
Undistributed/Accumulated Net Investment Income (Loss)	$	(248,178	)	$	3,042,265		$	(264,340	)	$	1,132,279		$	(3,690	)	$	(3,665	)

(1) Unaudited.

See Notes to Financial Statements

B-5

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

				Investment Activities									Distributions												Ratios/Supplemental Data
																														Ratios of			Ratios of
													Distributions															Net Assets,		Expenses After			Expenses Before			Ratios of Net
		Net Asset Value,					Net Realized			Total from			from Net			Distributions							Net Asset Value,					End of		Expense Reductions			Expense Reductions			Investment Income			Portfolio
		Beginning of		Net Investment			and Unrealized			Investment			Investment			from			Total				End of		Total			Year or Period		to Average Net			to Average Net			to Average Net			Turnover
For each Year or Period		Year or Period		Income (1)			Gain (Loss)			Operations			Income			Capital Gains			Distributions				Year or Period		Returns (2)			(in thousands)		Assets (3), (4)			Assets (4)			Assets (4)			Rates
PL Portfolio Optimization Conservative Fund
Class A:	4/1/2010 - 9/30/2010 (5)	$	10.41	$	0.05		$	0.35		$	0.40		$	(0.05	)	$	—		$	(0.05	)		$	10.76		3.83	%	$	113,893		0.43	%		0.81	%		0.98	%		10.78	%
	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		0.20	%		0.95	%		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		0.16	%		0.95	%		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		0.00	%		0.94	%		3.20	%		43.30	%
	4/1/2006 - 3/31/2007		10.34		0.29			0.33			0.62			(0.28	)		(0.17	)		(0.45	)			10.51		6.12	%		11,730		0.02	%		1.37	%		2.77	%		35.84	%
	4/1/2005 - 3/31/2006		10.18		0.22			0.20			0.42			(0.23	)		(0.03	)		(0.26	)			10.34		4.12	%		9,887		0.03	%		1.57	%		2.17	%		66.26	%
Class B:	4/1/2010 - 9/30/2010 (5)	$	10.34	$	0.01		$	0.34		$	0.35		$	(0.03	)	$	—		$	(0.03	)		$	10.66		3.40	%	$	19,145		1.17	%		1.56	%		0.24	%		10.78	%
	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		0.95	%		1.70	%		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		0.91	%		1.70	%		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		0.75	%		1.69	%		2.45	%		43.30	%
	4/1/2006 - 3/31/2007		10.30		0.23			0.33			0.56			(0.23	)		(0.17	)		(0.40	)	��		10.46		5.52	%		2,822		0.58	%		1.93	%		2.20	%		35.84	%
	4/1/2005 - 3/31/2006		10.14		0.17			0.20			0.37			(0.18	)		(0.03	)		(0.21	)			10.30		3.56	%		1,923		0.53	%		2.07	%		1.67	%		66.26	%
Class C:	4/1/2010 - 9/30/2010 (5)	$	10.33	$	0.01		$	0.34		$	0.35		$	(0.03	)	$	—		$	(0.03	)		$	10.65		3.42	%	$	102,254		1.17	%		1.56	%		0.24	%		10.78	%
	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		0.95	%		1.70	%		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		0.91	%		1.70	%		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		0.75	%		1.69	%		2.45	%		43.30	%
	4/1/2006 - 3/31/2007		10.29		0.23			0.33			0.56			(0.23	)		(0.17	)		(0.40	)			10.45		5.55	%		16,322		0.58	%		1.93	%		2.20	%		35.84	%
	4/1/2005 - 3/31/2006		10.13		0.17			0.20			0.37			(0.18	)		(0.03	)		(0.21	)			10.29		3.65	%		11,342		0.53	%		2.07	%		1.67	%		66.26	%
Class R:	4/1/2010 - 9/30/2010 (5)	$	10.38	$	0.04		$	0.34		$	0.38		$	(0.04	)	$	—		$	(0.04	)		$	10.72		3.68	%	$	8,703		0.66	%		1.06	%		0.75	%		10.78	%
	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		0.45	%		1.20	%		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		0.41	%		1.20	%		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		0.25	%		1.19	%		2.95	%		43.30	%
	4/1/2006 - 3/31/2007		10.33		0.28			0.34			0.62			(0.28	)		(0.17	)		(0.45	)			10.50		6.13	%		216		0.10	%		1.43	%		2.68	%		35.84	%
	9/30/2005 - 3/31/2006		10.35		0.11			0.09			0.20			(0.21	)		(0.01	)		(0.22	)			10.33		1.90	%		10		0.03	%		1.57	%		2.17	%		66.26	%
PL Portfolio Optimization Moderate-Conservative Fund
Class A:	4/1/2010 - 9/30/2010 (5)	$	10.54	$	0.04		$	0.26		$	0.30		$	(0.09	)	$	—		$	(0.09	)		$	10.75		2.89	%	$	105,830		0.41	%		0.83	%		0.81	%		5.84	%
	4/1/2009 - 3/31/2010		8.36		0.26			2.19			2.45			(0.27	)		—			(0.27	)			10.54		29.60	%		78,160		0.20	%		0.95	%		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		0.14	%		0.92	%		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		0.00	%		0.82	%		2.50	%		10.38	%
	4/1/2006 - 3/31/2007		10.87		0.23			0.61			0.84			(0.25	)		(0.25	)		(0.50	)			11.21		7.93	%		36,345		0.01	%		1.18	%		2.13	%		18.25	%
	4/1/2005 - 3/31/2006		10.33		0.18			0.57			0.75			(0.19	)		(0.02	)		(0.21	)			10.87		7.23	%		28,292		0.02	%		1.32	%		1.72	%		37.91	%
Class B:	4/1/2010 - 9/30/2010 (5)	$	10.47	$	—	(6)	$	0.26		$	0.26		$	(0.07	)	$	—		$	(0.07	)		$	10.66		2.54	%	$	23,170		1.16	%		1.58	%		0.06	%		5.84	%
	4/1/2009 - 3/31/2010		8.30		0.18			2.20			2.38			(0.21	)		—			(0.21	)			10.47		28.87	%		19,202		0.95	%		1.70	%		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		0.89	%		1.67	%		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		0.75	%		1.57	%		1.75	%		10.38	%
	4/1/2006 - 3/31/2007		10.82		0.17			0.61			0.78			(0.20	)		(0.25	)		(0.45	)			11.15		7.39	%		12,098		0.58	%		1.75	%		1.56	%		18.25	%
	4/1/2005 - 3/31/2006		10.29		0.13			0.56			0.69			(0.14	)		(0.02	)		(0.16	)			10.82		6.70	%		9,058		0.52	%		1.82	%		1.22	%		37.91	%
Class C:	4/1/2010 - 9/30/2010 (5)	$	10.47	$	—	(6)	$	0.26		$	0.26		$	(0.07	)	$	—		$	(0.07	)		$	10.66		2.55	%	$	83,469		1.16	%		1.58	%		0.06	%		5.84	%
	4/1/2009 - 3/31/2010		8.30		0.18			2.20			2.38			(0.21	)		—			(0.21	)			10.47		28.87	%		65,086		0.95	%		1.70	%		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		0.89	%		1.67	%		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		0.75	%		1.57	%		1.75	%		10.38	%
	4/1/2006 - 3/31/2007		10.83		0.17			0.61			0.78			(0.20	)		(0.25	)		(0.45	)			11.16		7.38	%		30,464		0.58	%		1.75	%		1.56	%		18.25	%
	4/1/2005 - 3/31/2006		10.29		0.13			0.57			0.70			(0.14	)		(0.02	)		(0.16	)			10.83		6.80	%		23,860		0.52	%		1.82	%		1.22	%		37.91	%

See Notes to Financial Statements See explanation of references on C-4

C-1

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

																								Ratios/Supplemental Data
																														Ratios of			Ratios of
				Investment Activities									Distributions																	Expenses After			Expenses Before			Ratios of Net
													Distributions														Net Assets,			Expense			Expense			Investment
		Net Asset Value,					Net Realized			Total from			from Net			Distributions						Net Asset Value,					End of			Reductions to			Reductions to			Income (Loss) to			Portfolio
		Beginning of		Net Investment			and Unrealized			Investment			Investment			from			Total			End of		Total			Year or Period			Average			Average			Average Net			Turnover
For each Year or Period		Year or Period		Income (Loss) (1)			Gain (Loss)			Operations			Income			Capital Gains			Distributions			Year or Period		Returns (2)			(in thousands)			Net Assets (3), (4)			Net Assets (4)			Assets (4)			Rates
PL Portfolio Optimization Moderate-Conservative Fund (Continued)
Class R:	4/1/2010 - 9/30/2010 (5)	$	10.51	$	0.03		$	0.26		$	0.29		$	(0.08	)	$	—		$	(0.08	)	$	10.72		2.83	%	$	11,465			0.66	%		1.08	%		0.56	%		5.84	%
	4/1/2009 - 3/31/2010		8.34		0.23			2.20			2.43			(0.26	)		—			(0.26	)		10.51		29.32	%		10,478			0.45	%		1.20	%		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			0.39	%		1.17	%		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			0.25	%		1.07	%		2.25	%		10.38	%
	4/1/2006 - 3/31/2007		10.87		0.22			0.61			0.83			(0.25	)		(0.25	)		(0.50	)		11.20		7.84	%		1,373			0.10	%		1.25	%		2.04	%		18.25	%
	9/30/2005 - 3/31/2006		10.67		0.09			0.29			0.38			(0.17	)		(0.01	)		(0.18	)		10.87		3.63	%		290			0.02	%		1.32	%		1.72	%		37.91	%
PL Portfolio Optimization Moderate Fund
Class A:	4/1/2010 - 9/30/2010 (5)	$	10.81	$	0.03		$	0.23		$	0.26		$	(0.09	)	$	—		$	(0.09	)	$	10.98		2.50	%	$	293,721			0.41	%		0.82	%		0.58	%		4.78	%
	4/1/2009 - 3/31/2010		7.96		0.20			2.87			3.07			(0.22	)		—			(0.22	)		10.81		38.85	%		247,213			0.20	%		0.92	%		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			0.14	%		0.89	%		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	��		0.00	%		0.78	%		1.90	%		5.01	%
	4/1/2006 - 3/31/2007		11.56		0.18			0.88			1.06			(0.22	)		(0.32	)		(0.54	)		12.08		9.41	%		149,905			0.00	%		1.06	%		1.51	%		8.24	%
	4/1/2005 - 3/31/2006		10.54		0.15			1.06			1.21			(0.16	)		(0.03	)		(0.19	)		11.56		11.58	%		95,079			0.00	%		1.20	%		1.33	%		26.54	%
Class B:	4/1/2010 - 9/30/2010 (5)	$	10.74	$	(0.01	)	$	0.22		$	0.21		$	(0.07	)	$	—		$	(0.07	)	$	10.88		2.05	%	$	74,018			1.16	%		1.57	%		(0.17	%)		4.78	%
	4/1/2009 - 3/31/2010		7.90		0.12			2.87			2.99			(0.15	)		—			(0.15	)		10.74		38.14	%		65,336			0.95	%		1.67	%		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			0.89	%		1.64	%		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			0.75	%		1.53	%		1.15	%		5.01	%
	4/1/2006 - 3/31/2007		11.51		0.11			0.89			1.00			(0.17	)		(0.32	)		(0.49	)		12.02		8.88	%		43,774			0.57	%		1.63	%		0.94	%		8.24	%
	4/1/2005 - 3/31/2006		10.50		0.09			1.07			1.16			(0.12	)		(0.03	)		(0.15	)		11.51		11.10	%		31,687			0.50	%		1.70	%		0.83	%		26.54	%
Class C:	4/1/2010 - 9/30/2010 (5)	$	10.73	$	(0.01	)	$	0.22		$	0.21		$	(0.07	)	$	—		$	(0.07	)	$	10.87		2.06	%	$	244,675			1.16	%		1.57	%		(0.17	%)		4.78	%
	4/1/2009 - 3/31/2010		7.88		0.12			2.88			3.00			(0.15	)		—			(0.15	)		10.73		38.36	%		210,889			0.95	%		1.67	%		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			0.89	%		1.64	%		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			0.75	%		1.53	%		1.15	%		5.01	%
	4/1/2006 - 3/31/2007		11.50		0.11			0.88			0.99			(0.17	)		(0.32	)		(0.49	)		12.00		8.82	%		134,695			0.57	%		1.63	%		0.94	%		8.24	%
	4/1/2005 - 3/31/2006		10.49		0.09			1.07			1.16			(0.12	)		(0.03	)		(0.15	)		11.50		11.12	%		88,774			0.50	%		1.70	%		0.83	%		26.54	%
Class R:	4/1/2010 - 9/30/2010 (5)	$	10.77	$	0.02		$	0.23		$	0.25		$	(0.09	)	$	—		$	(0.09	)	$	10.93		2.35	%	$	27,050			0.65	%		1.07	%		0.33	%		4.78	%
	4/1/2009 - 3/31/2010		7.93		0.17			2.87			3.04			(0.20	)		—			(0.20	)		10.77		38.61	%		24,232			0.45	%		1.17	%		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			0.39	%		1.14	%		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			0.25	%		1.03	%		1.65	%		5.01	%
	4/1/2006 - 3/31/2007		11.56		0.16			0.88			1.04			(0.22	)		(0.32	)		(0.54	)		12.06		9.24	%		2,332			0.11	%		1.13	%		1.40	%		8.24	%
	9/30/2005 - 3/31/2006		11.05		0.07			0.60			0.67			(0.15	)		(0.01	)		(0.16	)		11.56		6.16	%		13			0.00	%		1.20	%		1.33	%		26.54	%
PL Portfolio Optimization Moderate-Aggressive Fund
Class A:	4/1/2010 - 9/30/2010 (5)	$	10.68	$	0.02		$	0.18		$	0.20		$	(0.07	)	$	—		$	(0.07	)	$	10.81		1.97	%	$	244,188			0.40	%		0.82	%		0.29	%		6.67	%
	4/1/2009 - 3/31/2010		7.31		0.13			3.38			3.51			(0.14	)		—			(0.14	)		10.68		48.26	%		225,236			0.20	%		0.92	%		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			0.14	%		0.89	%		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			0.00	%		0.78	%		1.30	%		5.05	%
	4/1/2006 - 3/31/2007		12.02		0.12			1.12			1.24			(0.20	)		(0.32	)		(0.52	)		12.74		10.57	%		158,754			0.00	%		1.05	%		1.02	%		6.96	%
	4/1/2005 - 3/31/2006		10.66		0.10			1.44			1.54			(0.13	)		(0.05	)		(0.18	)		12.02		14.59	%		93,498			0.00	%		1.19	%		0.86	%		27.98	%

See Notes to Financial Statements See explanation of references on C-4

C-2

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

																								Ratios/Supplemental Data
																													Ratios of			Ratios of
				Investment Activities									Distributions																Expenses After			Expenses Before			Ratios of Net
													Distributions														Net Assets,		Expense			Expense			Investment
		Net Asset Value,					Net Realized			Total from			from Net			Distributions						Net Asset Value,					End of		Reductions to			Reductions to			Income (Loss) to			Portfolio
		Beginning of		Net Investment			and Unrealized			Investment			Investment			from			Total			End of		Total			Year or Period		Average			Average			Average Net			Turnover
For each Year or Period		Year or Period		Income (Loss) (1)			Gain (Loss)			Operations			Income			Capital Gains			Distributions			Year or Period		Returns (2)			(in thousands)		Net Assets (3), (4)			Net Assets (4)			Assets (4)			Rates
PL Portfolio Optimization Moderate-Aggressive Fund (Continued)
Class B:	4/1/2010 - 9/30/2010 (5)	$	10.57	$	(0.02	)	$	0.18		$	0.16		$	(0.05	)	$	—		$	(0.05	)	$	10.68		1.61	%	$	71,083		1.15	%		1.57	%		(0.45	%)		6.67	%
	4/1/2009 - 3/31/2010		7.21		0.05			3.38			3.43			(0.07	)		—			(0.07	)		10.57		47.84	%		68,751		0.95	%		1.67	%		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		0.89	%		1.64	%		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		0.75	%		1.53	%		0.55	%		5.05	%
	4/1/2006 - 3/31/2007		11.97		0.05			1.13			1.18			(0.16	)		(0.32	)		(0.48	)		12.67		10.11	%		56,938		0.57	%		1.62	%		0.44	%		6.96	%
	4/1/2005 - 3/31/2006		10.63		0.04			1.45			1.49			(0.10	)		(0.05	)		(0.15	)		11.97		14.09	%		35,154		0.50	%		1.69	%		0.36	%		27.98	%
Class C:	4/1/2010 - 9/30/2010 (5)	$	10.55	$	(0.02	)	$	0.17		$	0.15		$	(0.05	)	$	—		$	(0.05	)	$	10.65		1.52	%	$	199,362		1.15	%		1.57	%		(0.45	%)		6.67	%
	4/1/2009 - 3/31/2010		7.18		0.05			3.39			3.44			(0.07	)		—			(0.07	)		10.55		48.18	%		189,917		0.95	%		1.67	%		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		0.89	%		1.64	%		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		0.75	%		1.53	%		0.55	%		5.05	%
	4/1/2006 - 3/31/2007		11.95		0.05			1.13			1.18			(0.16	)		(0.32	)		(0.48	)		12.65		10.12	%		143,281		0.57	%		1.62	%		0.44	%		6.96	%
	4/1/2005 - 3/31/2006		10.61		0.04			1.45			1.49			(0.10	)		(0.05	)		(0.15	)		11.95		14.13	%		90,306		0.50	%		1.69	%		0.36	%		27.98	%
Class R:	4/1/2010 - 9/30/2010 (5)	$	10.67	$	—	(6)	$	0.19		$	0.19		$	(0.07	)	$	—		$	(0.07	)	$	10.79		1.81	%	$	13,212		0.65	%		1.07	%		0.05	%		6.67	%
	4/1/2009 - 3/31/2010		7.30		0.10			3.39			3.49			(0.12	)		—			(0.12	)		10.67		48.07	%		12,211		0.45	%		1.17	%		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		0.39	%		1.14	%		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		0.25	%		1.03	%		1.05	%		5.05	%
	4/1/2006 - 3/31/2007		12.02		0.11			1.13			1.24			(0.20	)		(0.32	)		(0.52	)		12.74		10.57	%		971		0.10	%		1.12	%		0.92	%		6.96	%
	9/30/2005 - 3/31/2006		11.28		0.05			0.83			0.88			(0.13	)		(0.01	)		(0.14	)		12.02		7.92	%		11		0.00	%		1.19	%		0.86	%		27.98	%
PL Portfolio Optimization Aggressive Fund
Class A:	4/1/2010 - 9/30/2010 (5)	$	10.66	$	—	(6)	$	0.14		$	0.14		$	(0.07	)	$	—		$	(0.07	)	$	10.73		1.37	%	$	106,601		0.40	%		0.85	%		0.09	%		12.44	%
	4/1/2009 - 3/31/2010		6.92		0.09			3.75			3.84			(0.10	)		—			(0.10	)		10.66		55.84	%		98,669		0.20	%		0.94	%		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		0.14	%		0.92	%		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		0.00	%		0.80	%		0.62	%		9.66	%
	4/1/2006 - 3/31/2007		12.57		0.07			1.46			1.53			(0.19	)		(0.42	)		(0.61	)		13.49		12.53	%		75,546		0.00	%		1.09	%		0.54	%		10.14	%
	4/1/2005 - 3/31/2006		10.75		0.05			1.94			1.99			(0.11	)		(0.06	)		(0.17	)		12.57		18.59	%		39,397		0.00	%		1.29	%		0.42	%		42.51	%
Class B:	4/1/2010 - 9/30/2010 (5)	$	10.46	$	(0.03	)	$	0.14		$	0.11		$	(0.05	)	$	—		$	(0.05	)	$	10.52		1.11	%	$	28,904		1.15	%		1.60	%		(0.65	%)		12.44	%
	4/1/2009 - 3/31/2010		6.72		0.02			3.75			3.77			(0.03	)		—			(0.03	)		10.46		56.15	%		28,776		0.95	%		1.69	%		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		0.89	%		1.67	%		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		0.75	%		1.55	%		(0.13	%)		9.66	%
	4/1/2006 - 3/31/2007		12.52		(—	)(6)		1.46			1.46			(0.15	)		(0.42	)		(0.57	)		13.41		12.00	%		23,716		0.58	%		1.67	%		(0.04	%)		10.14	%
	4/1/2005 - 3/31/2006		10.72		(0.01	)		1.94			1.93			(0.07	)		(0.06	)		(0.13	)		12.52		18.11	%		12,889		0.50	%		1.79	%		(0.08	%)		42.51	%
Class C:	4/1/2010 - 9/30/2010 (5)	$	10.46	$	(0.03	)	$	0.14		$	0.11		$	(0.05	)	$	—		$	(0.05	)	$	10.52		1.10	%	$	67,716		1.15	%		1.60	%		(0.65	%)		12.44	%
	4/1/2009 - 3/31/2010		6.71		0.02			3.75			3.77			(0.02	)		—			(0.02	)		10.46		56.11	%		68,230		0.95	%		1.69	%		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		0.89	%		1.67	%		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		0.75	%		1.55	%		(0.13	%)		9.66	%
	4/1/2006 - 3/31/2007		12.51		(—	)(6)		1.46			1.46			(0.15	)		(0.42	)		(0.57	)		13.40		12.01	%		55,389		0.58	%		1.67	%		(0.04	%)		10.14	%
	4/1/2005 - 3/31/2006		10.72		(0.01	)		1.93			1.92			(0.07	)		(0.06	)		(0.13	)		12.51		18.00	%		30,782		0.50	%		1.79	%		(0.08	%)		42.51	%

See Notes to Financial Statements See explanation of references on C-4

C-3

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

																								Ratios/Supplemental Data
																													Ratios of			Ratios of
				Investment Activities									Distributions																Expenses After			Expenses Before			Ratios of Net
													Distributions														Net Assets,		Expense			Expense			Investment
		Net Asset Value,					Net Realized			Total from			from Net			Distributions						Net Asset Value,					End of		Reductions to			Reductions to			Income (Loss) to			Portfolio
		Beginning of		Net Investment			and Unrealized			Investment			Investment			from			Total			End of		Total			Year or Period		Average			Average			Average Net			Turnover
For each Year or Period		Year or Period		Income (Loss) (1)			Gain (Loss)			Operations			Income			Capital Gains			Distributions			Year or Period		Returns (2)			(in thousands)		Net Assets (3), (4)			Net Assets (4)			Assets (4)			Rates
PL Portfolio Optimization Aggressive Fund (Continued)
Class R:	4/1/2010 - 9/30/2010 (5)	$	10.61	$	(0.01	)	$	0.13		$	0.12		$	(0.06	)	$	—		$	(0.06	)	$	10.67		1.30	%	$	4,835		0.65	%		1.10	%		(0.16	%)		12.44	%
	4/1/2009 - 3/31/2010		6.88		0.06			3.76			3.82			(0.09	)		—			(0.09	)		10.61		55.70	%		4,448		0.45	%		1.19	%		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		0.39	%		1.17	%		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		0.25	%		1.05	%		0.37	%		9.66	%
	4/1/2006 - 3/31/2007		12.57		0.05			1.48			1.53			(0.19	)		(0.42	)		(0.61	)		13.49		12.53	%		382		0.14	%		1.17	%		0.40	%		10.14	%
	9/30/2005 - 3/31/2006		11.50		0.02			1.17			1.19			(0.11	)		(0.01	)		(0.12	)		12.57		10.44	%		11		0.00	%		1.29	%		0.42	%		42.51	%
PL Money Market Fund (7)
Class A:	4/1/2010 - 9/30/2010 (5)	$	1.00	$	(—	)(6)	$	—	(6)	$	—		$	—		$	—		$	—		$	1.00		0.00	%	$	56,616		0.27	%		0.98	%		(—	%)(6)		N/A
	4/1/2009 - 3/31/2010		1.00		(—	)(6)		—	(6)		—			(—	)(6)		—			(—	)(6)		1.00		0.03	%		34,669		0.36	%		1.09	%		(—	%)(6)		N/A
	4/1/2008 - 3/31/2009		1.00		0.01			—			0.01			(0.01	)		—			(0.01	)		1.00		1.27	%		55,424		0.78	%		1.18	%		1.22	%		N/A
	4/1/2007 - 3/31/2008		1.00		0.04			—			0.04			(0.04	)		—			(0.04	)		1.00		3.90	%		42,636		0.95	%		1.28	%		3.68	%		N/A
	4/1/2006 - 3/31/2007		1.00		0.04			—			0.04			(0.04	)		—			(0.04	)		1.00		4.31	%		21,098		1.02	%		1.58	%		4.20	%		N/A
	4/1/2005 - 3/31/2006		1.00		0.03			—			0.03			(0.03	)		—			(0.03	)		1.00		2.76	%		19,293		0.94	%		1.79	%		2.67	%		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 of expenses after expense reductions to average net assets are after any adviser expense reimbursements, administrator fee reductions, and distributor fee waivers, as discussed in Note 5 in Notes to Financial Statements. The expense ratios for all the PL Portfolio Optimization Funds do not include expenses of the Underlying Funds (see Note 1 in Notes to Financial Statements) in which the PL Portfolio Optimization Funds invest.
(4)	The ratios are annualized for periods of less than one full year.
(5)	Unaudited.
(6)	Amount represents less than $0.005 per share or less than 0.005%.
(7)	Class B and C shares were converted to Class A shares on June 29, 2005.

See Notes to Financial Statements

C-4

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. As of September 30, 2010, the Trust was comprised of twenty-three separate funds, six 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 PL Money Market Fund.

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

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

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

     The Underlying Funds are not covered by this report. The accounting policies of the Underlying Funds are outlined in the Underlying Funds’ shareholder report which is available without charge by calling 1-800-722-2333, on the Trust’s website at http://www.PacificLife.com, on the Securities and Exchange Commission (the “SEC”) website at http://www.sec.gov, or at the SEC’s Public Reference Room in Washington D.C.

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. FUND VALUATION

     Each Fund is divided into shares. The price of a Fund’s shares is called NAV per share. The NAV forms the basis for all transactions involving buying, selling, exchanging or reinvesting shares. Each Fund’s NAV per share is calculated by taking the total fair value of a Fund’s assets (the value of the securities and other investments a Fund holds plus cash or other assets, including interest accrued but not yet received), subtracting a Fund’s liabilities (including accrued expenses, dividends payable and any borrowings of a Fund, and any other liabilities), and dividing by the total number of shares outstanding. The fair value of each security or other investment (each a “Holding” and collectively “Holdings”) is the amount which a Fund might reasonably expect to receive for the Holding upon its current sale in the ordinary course.

     Each Fund’s NAV per share is calculated once a day, every day the New York Stock Exchange (“NYSE”) is open, including days when foreign markets are closed. The value of each Fund (the NAV) is determined as of the time of the close of the NYSE, which is usually 4:00 p.m. Eastern Time.

     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 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.

     For purposes of calculating the NAV:

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

     Money Market Instruments and Short-Term Holdings. The Holdings of the PL Money Market Fund are valued at amortized cost, in accordance with Rule 2a-7 under the 1940 Act. Amortized cost involves valuing a Holding 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 Holding. Fund Holdings of other funds for temporary cash purposes are valued at their respective NAVs.

D-1

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

     B. SECURITIES TRANSACTIONS AND INVESTMENT INCOME

     Securities transactions are recorded on a trade date basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Interest income includes coupon interest and amortization of premium and discount on debt securities. Accretion of discounts and amortization of premiums are recorded on a daily basis. Realized gains and losses from securities transactions are recorded on the basis of identified cost, which is also used for Federal income tax purposes. Each class of shares has equal rights as to assets and earnings, except that each class separately bears certain class-specific expenses related to distribution and/or service fees (see Note 3). Income, other non-class specific expenses, and realized and unrealized gains and losses on investments are allocated to each class of shares based on its relative daily net assets.

     C. DISTRIBUTIONS TO SHAREHOLDERS

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

     Dividends on net investment income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. GAAP. These differences are primarily due to differing treatments for foreign currency transactions, passive foreign investment companies, post-October losses, capital loss carryforwards, and losses deferred due to wash sales. Permanent book and tax differences relating to shareholder distributions will result in reclassifications of paid-in capital. Dividends and distributions paid to shareholders are recorded on the ex-dividend date.

     D. EXPENSE ALLOCATION

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

     E. INVESTMENTS AND RISKS

     General Investment Risks

     An investment in each Fund represents an indirect investment in the Holdings owned by that Fund. As with any mutual fund, the value of these Holdings may move up or down and as a result, an investment in a Fund at any point in time may be worth more or less than the original investment.

     Investments in a Fund may be affected by general economic and market conditions, government and political events, investor perceptions, changes in interest rates and market liquidity. Events in the financial markets have the potential to cause increased volatility and uncertainty, which may impact the value of the Trust’s assets. 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 Holdings 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 Holdings. 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.

     None of the Funds may invest in illiquid securities and illiquid bank loans (collectively, “Illiquid Holdings”) 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 Holdings. The term “Illiquid Holdings” for this purpose means holdings 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 Holdings. Illiquid Holdings may be difficult to value and difficult to sell, which means a Fund may not be able to sell such a Holding quickly for its full value. As of September 30, 2010, there were no Illiquid Holdings in the Funds.

     Portfolio Optimization Funds Risks

     The Portfolio Optimization Funds are exposed to the same risks as the Underlying Funds in direct proportion to the allocation of assets among those funds. Allocations among the 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 Underlying Funds may cause them to underperform other funds with a similar investment objective. The Portfolio Optimization Funds are non-diversified as to issuers (i.e. Underlying Funds), and may invest a significant portion of its assets in any Underlying Fund (See Note 6).

     PL Money Market Fund Risks

     Fixed income (debt) Holdings are affected primarily by the financial condition of the companies 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) Holdings. There is a risk that an issuer of a Fund’s fixed income (debt) Holding (including borrowers) 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.

D-2

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

     Foreign Holdings may expose a Fund to potential losses and volatility resulting from changes in unstable political and economic conditions, a lack of information, differences in the way securities markets operate, relatively lower market liquidity, less stringent or different financial reporting and accounting standards and controls, foreign taxation issues and foreign controls on investments. The Holdings of the PL Money Market Fund must be denominated in U.S. dollars.

     F. NEW ACCOUNTING PRONOUNCEMENT

     In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2010-06, Improving Disclosures about Fair Value Measurements, (“ASU”). This ASU amends FASB Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures, and requires entities to disclose the amounts and reasons for significant transfers between Levels 1 and 2 in the fair value hierarchy and inputs and valuation techniques used to determine Level 2 and Level 3 fair value measurements (see Note 10), and to separately present purchases, sales, issuances, and settlements in their reconciliation of Level 3 fair value measurements (i.e., to present such items on a gross basis rather than on a net basis). This ASU is effective for interim and annual periods beginning after December 15, 2009, except for the disclosures about purchases, sales issuances, and settlements in the roll forward of activity in Level 3 fair value measurements (which are effective for interim and annual periods beginning after December 15, 2010). The Trust implemented the disclosures required for interim and annual periods beginning after December 15, 2009 (see the Notes to Schedules of Investments section of each Fund’s Schedule of Investments and Note 10). Management is currently evaluating the impact of additional implementation of this ASU will have on the Trust’s financial statement disclosures.

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

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

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

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

     Pursuant to an Administration and Shareholder Services Agreement (the “Agreement”), Pacific Life serves as administrator (the “Administrator”) to the Trust. Effective July 1, 2010, the Trust compensated the Administrator for its administrative fee at an annual rate of 0.15% for each of the Portfolio Optimization Funds (which invest in the Underlying Funds that each have an administrative fee of 0.15%) and 0.30% for the PL Money Market Fund. From April 1, 2010 to June 30, 2010, the Trust compensated the Administrator at an annual rate of 0.30% of average daily net assets of each Fund. The Administrative 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 respective agreements. Under the support services agreement, the Trust compensated Pacific Life and PLFA for their expenses in providing support services to the Trust in connection with various matters, some of which include the time spent by legal, accounting, and compliance personnel of PLFA (including individuals who may be officers or Trustees of the Trust (“Personnel”)), to attend meetings of the Board and to provide assistance with the coordination and supervision in connection with the services procured for the Trust under the Administration Agreement. Support services do not include any services for which PLFA is responsible pursuant to the Investment Advisory Agreement. The Trust reimbursed Pacific Life and PLFA for these support services on an approximate cost basis.

     Pursuant to a Distribution Agreement, Pacific Select Distributors, Inc. (the “Distributor”), a wholly owned subsidiary of Pacific Life, serves as distributor of the Trust’s shares. The Distributor bears all expenses of providing services, including costs of sales presentations, mailings, advertisements, and other marketing efforts by the Distributor in connection with the distribution or sale of the Trust’s shares and makes distribution and/or service payments to selling groups in connection with the sale of certain of the Trust’s shares and subsequent servicing needs of shareholders provided by selling groups. The Distributor received distribution and service fees pursuant to class-specific distribution

D-3

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

and service plans, each adopted in accordance with Rule 12b-1 under the 1940 Act (together the “12b-1 Plans”) for Class B, C and R shares. The Distributor also received service fees pursuant to a Class A Service Plan (non 12b-1). Under the 12b-1 Plans, each Fund paid to the Distributor both distribution and service fees at an annual rate expressed as a percentage of average daily net assets. The distribution fee was 0.75% for Class B and C shares and 0.25% for R shares. The service fee was 0.25% for Class A, B, C, and R shares. For the period April 1, 2010 through July 1, 2010, the 0.25% service fee for each class of the Portfolio Optimization Funds was waived to avoid duplication of service fees, since the service fees were being charged by both the Portfolio Optimization Funds and the Underlying Funds in which they invest. Effective July 2, 2010, the service fee waiver for each class of the Portfolio Optimization Funds was discontinued in light of changes to the Underlying Funds expense structure, which, among other expenses, eliminated the Underlying Funds’ service fee. The fees were accrued daily.

     For the six-month period ended September 30, 2010, the Distributor, acting as underwriter, received net commissions (upfront sales charges) of $7,182,907 from the sale of Class A shares and received $414,336 in CDSC from redemptions of Class B and C shares.

4. TRUSTEE COMPENSATION

     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.

     Each independent trustee is eligible to participate in the Trust’s Deferred Compensation Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan allows each independent trustee to voluntarily defer receipt of all or a percentage of fees which otherwise would be payable for services performed. Amounts in the deferral account are obligations of the Trust that are payable in accordance with the Deferred Compensation Plan. Deferral amounts are treated as though equivalent dollar amounts had been invested in shares of certain Funds. An independent trustee who defers compensation has the option to select credit rate options that track the performance of Class A of the corresponding Portfolio Optimization Funds without a sales load and PL Money Market Fund, and/or the corresponding Underlying Funds. Accordingly, the market value appreciation or depreciation of the independent trustee’s deferred compensation accounts will cause the expenses of each Fund to increase or decrease due to market fluctuation. The change in net unrealized appreciation or deprecation on independent trustee’s deferred compensation accounts is included in the Trustees’ compensation and expenses in the Statements of Operations. For the six-month period ended September 30, 2010, the expenses were decreased by $3,275 as a result of the market value depreciation on such accounts. As of September 30, 2010, the total deferred trustee compensation liability was $17,689 for the independent trustees.

5. EXPENSE REDUCTIONS

     To help limit the Trust’s expenses, PLFA, pursuant to an expense limitation agreement dated July 1, 2010, has contractually agreed to reduce its fees or otherwise reimburse each Fund for its operating expenses (including administration fees and organizational expenses, but not including investment advisory fees; distribution and service (12b-1) fees; non 12b-1 service fees; dividends on securities sold short; acquired fund fees and expenses; taxes (including foreign taxes on dividends, interest or gains); interest; brokerage commissions and other transactional expenses; extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of each Fund’s business) that exceed an annual rate based on a percentage of a Fund’s average daily net assets. The current expense cap for the Portfolio Optimization Funds is 0.15% through June 30, 2013 and 0.30% from July 1, 2013 through June 30, 2020. The current expense cap for the PL Money Market Fund is 0.30% through June 30, 2011.

     From April 1, 2010 to July 1, 2010, pursuant to an expense limitation agreement dated July 1, 2008, PLFA reimbursed each Fund for its operational expenses and Pacific Life reduced its administration fee, to the extent that the expense cap was lower than the administration fee. The expense cap from July 1, 2008 to July 1, 2010 was 0.00% for the Portfolio Optimization Funds and 0.30% for the PL Money Market Fund.

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

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

     Any expense reimbursements and fee reductions, except for the administration fee reduction of $61,432 to the PL Money Market Fund, is subject to repayment to PLFA and/or Pacific Life, for a period of time as permitted under regulatory and/or accounting guidance (currently 3 years from the end of the fiscal year in which the reimbursement or reduction took place), to the extent such expenses fall below the expense cap in future years. Any amounts repaid to PLFA and/or Pacific Life will have the effect of increasing such expenses of the Fund, but not above the expense cap. The investment adviser expense reimbursement and administrator fee reduction for the six-month period ended September 30, 2010 for each Fund were as follows:

D-4

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

	Investment				Total
	Adviser		Administrator		Reimbursements
	Expense		Fee		and
Funds	Reimbursements		Reductions		Reductions
PL Portfolio Optimization Conservative	$	147,397	$	131,857	$	279,254
PL Portfolio Optimization Moderate-Conservative		154,335		136,113		290,448
PL Portfolio Optimization Moderate		416,859		420,810		837,669
PL Portfolio Optimization Moderate-Aggressive		376,455		369,617		746,072
PL Portfolio Optimization Aggressive		171,430		147,226		318,656
PL Money Market		51,583		61,432		113,015
Total	$	1,318,059	$	1,267,055	$	2,585,114

     The cumulative reimbursement and reduction amounts, if any, as of September 30, 2010 that are subject to repayment for each Fund are as follows:

	Expiration Date
Funds	3/31/2011		3/31/2012		3/31/2013		3/31/2014
PL Portfolio Optimization Conservative	$	257,268	$	366,006	$	592,826	$	279,254
PL Portfolio Optimization Moderate-Conservative		575,493		577,457		678,602		290,448
PL Portfolio Optimization Moderate		2,124,615		1,939,507		2,044,114		837,669
PL Portfolio Optimization Moderate-Aggressive		2,302,787		1,999,277		1,951,672		746,072
PL Portfolio Optimization Aggressive		1,080,933		906,385		851,173		318,656
PL Money Market		93,254		165,706		147,762		51,583
Total	$	6,434,350	$	5,954,338	$	6,266,149	$	2,523,682

     Due to the current regulatory and/or accounting guidance, all expense reimbursements made by the investment adviser for the period September 28, 2001 (the Pacific Life Funds’ commencement date of operations) to March 31, 2007 expired for future recoupment as of March 31, 2010. 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, 2010. The adviser expense reimbursement and administrator fee reduction is presented in the Statements of Operations.

6. TRANSACTIONS WITH AFFILIATES

     The Funds have incurred $1,672,061 of investment advisory fees (after $44,395 advisory fee waivers for the PL Money Market Fund), $656,395 of administration fees (after $1,267,055 administrator fee reduction), and $267,308 of expenses for support services provided by Pacific Life and PLFA (at approximate cost, see Note 3), for the six-month period ended September 30, 2010. As of September 30, 2010, $293,596, $220,201, and $207,299, respectively, remained payable.

     For the six-month period ended September 30, 2010, the Funds also incurred $4,355,502 of distribution and/or service fees (after distribution and/or service fee waivers of $1,005,590), payable to the Distributor under the 12b-1 Plans and non 12b-1 service plan. As of September 30, 2010, $128,544 remained payable.

     As of September 30, 2010, each of the Portfolio Optimization Funds (aggregate of Classes A, B, C and R) owned shares in each of the affiliated applicable Underlying Funds. A summary of transactions for the six-month period ended September 30, 2010 and total investments by each of the Portfolio Optimization Funds in each Underlying Fund as of September 30, 2010 is as follows:

					Distributions				Net			Change in		As of September 30, 2010
	April 1, 2010		Purchase		Received and		Sales		Realized			Unrealized		Market		Shares		Ownership
Fund/Underlying Fund	Market Value		Cost (1)		Reinvested (2)		Proceeds		Gain (Loss)			Appreciation		Value		Balance		Percentage
PL Portfolio Optimization Conservative Fund
PL Floating Rate Loan	$	13,948,940	$	8,592,223	$	165,489	$	629,400	$	(20,393	)	$	99,299	$	22,156,158		2,247,075		32.80	%
PL Inflation Managed		27,399,176		14,138,918		378,977		4,596,125		(7,542	)		2,231,727		39,545,131		3,682,042		22.26	%
PL Managed Bond		57,821,043		30,518,768		687,215		2,219,398		690,819			3,426,810		90,925,257		8,103,855		30.48	%
PL Short Duration Bond		21,195,054		13,185,826		68,162		5,115,973		6,102			306,252		29,645,423		2,932,287		32.71	%
PL Comstock		5,249,495		3,965,235		12,082		1,170,452		11,595			28,554		8,096,509		777,763		5.81	%
PL Growth LT		3,334,336		2,249,692		—		463,927		(8,533	)		98,349		5,209,917		470,209		5.26	%
PL Large-Cap Growth		3,615,993		2,179,296		—		963,278		17,034			189,384		5,038,429		645,952		5.82	%
PL Large-Cap Value		8,513,338		7,282,223		31,398		2,116,305		(33,662	)		2,819		13,679,811		1,362,531		7.19	%
PL Main Street Core		3,306,392		2,787,704		2,824		671,597		(34,759	)		141,310		5,531,874		618,087		4.15	%
PL Mid-Cap Equity		5,218,666		3,717,241		2,928		904,253		(64,706	)		404,900		8,374,776		942,045		7.17	%
PL International Large-Cap		3,287,070		3,413,844		39,159		1,223,393		(63,241	)		299,765		5,753,204		413,305		4.80	%
PL International Value		3,553,342		3,484,802		25,461		1,302,153		(75,738	)		204,138		5,889,852		661,781		7.12	%
Total	$	156,442,845	$	95,515,772	$	1,413,695	$	21,376,254	$	416,976		$	7,433,307	$	239,846,341

D-5

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

												Change in
					Distributions				Net			Unrealized			As of September 30, 2010
	April 1, 2010		Purchase		Received and		Sales		Realized			Appreciation			Market		Shares		Ownership
Fund/Underlying Fund	Market Value		Cost (1)		Reinvested (2)		Proceeds		Gain (Loss)			(Depreciation)			Value		Balance		Percentage
PL Portfolio Optimization Moderate-Conservative Fund
PL Floating Rate Loan	$	12,427,676	$	2,335,398	$	128,265	$	175,245	$	(4,255	)	$	23,033		$	14,734,872		1,494,409		21.81	%
PL Inflation Managed		23,688,489		4,410,721		307,291		535,274		3,480			1,681,869			29,556,576		2,752,009		16.64	%
PL Managed Bond		45,254,807		10,531,443		497,098		849,041		484,996			2,347,635			58,266,938		5,193,132		19.54	%
PL Short Duration Bond		18,728,389		4,193,702		54,515		2,539,893		5,808			219,292			20,661,813		2,043,701		22.80	%
PL Comstock		10,675,296		3,889,265		21,406		145,590		(43,023	)		(114,078	)		14,283,276		1,372,073		10.24	%
PL Growth LT		5,282,950		1,857,938		—		72,294		(9,814	)		27,669			7,086,449		639,571		7.16	%
PL Large-Cap Growth		5,502,715		3,946,319		—		182,438		(49,410	)		413,777			9,630,963		1,234,739		11.14	%
PL Large-Cap Value		12,277,896		7,184,447		38,135		192,245		(68,205	)		(208,437	)		19,031,591		1,895,577		10.01	%
PL Main Street Core		12,667,594		3,698,151		8,965		4,360,318		(1,033,325	)		947,645			11,928,712		1,332,817		8.96	%
PL Mid-Cap Equity		6,643,164		2,886,512		3,523		259,960		(37,946	)		330,280			9,565,573		1,075,992		8.18	%
PL Mid-Cap Growth		3,301,373		1,107,410		—		167,122		27,325			442,401			4,711,387		506,601		8.96	%
PL Small-Cap Value		1,558,992		927,234		3,502		130,914		(9,790	)		78,991			2,428,015		274,662		3.86	%
PL International Large-Cap		9,271,422		3,705,366		85,907		1,115,295		(214,698	)		510,135			12,242,837		879,514		10.21	%
PL International Value		5,592,955		2,321,197		32,967		528,198		(225,560	)		210,588			7,403,949		831,904		8.95	%
	$	172,873,718	$	52,995,103	$	1,181,574	$	11,253,827	$	(1,174,417	)	$	6,910,800		$	221,532,951
												Change in
					Distributions				Net			Unrealized			As of September 30, 2010
	April 1, 2010		Purchase		Received and		Sales		Realized			Appreciation			Market		Shares		Ownership
Fund/Underlying Fund	Market Value		Cost (1)		Reinvested (2)		Proceeds		Gain (Loss)			(Depreciation)			Value		Balance		Percentage
PL Portfolio Optimization Moderate Fund
PL Floating Rate Loan	$	26,756,141	$	3,735,996	$	282,919	$	91,098	$	(2,733	)	$	(24,994	)	$	30,656,231		3,109,151		45.39	%
PL Inflation Managed		57,412,437		8,677,298		769,963		2,582,863		1,688			3,970,358			68,248,881		6,354,644		38.42	%
PL Managed Bond		88,899,450		12,821,568		975,847		3,834,769		941,569			4,285,898			104,089,563		9,277,145		34.90	%
PL Short Duration Bond		26,096,259		4,485,260		76,205		661,717		905			320,370			30,317,282		2,998,742		33.45	%
PL Comstock		44,744,877		7,625,599		83,874		31,035		(15,198	)		(908,847	)		51,499,270		4,947,096		36.91	%
PL Growth LT		27,729,279		5,033,179		—		19,397		(2,168	)		(98,292	)		32,642,601		2,946,083		32.99	%
PL Large-Cap Growth		22,555,165		9,992,930		—		19,397		(8,868	)		1,062,447			33,582,277		4,305,420		38.85	%
PL Large-Cap Value		54,988,140		16,911,408		160,695		42,673		(19,413	)		(1,600,489	)		70,397,668		7,011,720		37.03	%
PL Main Street Core		50,578,147		5,991,996		33,385		10,766,811		(4,022,189	)		3,492,469			45,306,997		5,062,234		34.00	%
PL Mid-Cap Equity		32,887,850		5,276,581		15,490		23,276		(11,627	)		1,157,527			39,302,545		4,420,984		33.60	%
PL Mid-Cap Growth		11,127,446		858,824		—		17,553		109,696			1,276,558			13,354,971		1,436,018		25.39	%
PL Small-Cap Growth		5,725,947		964,092		—		89,227		(8,407	)		185,221			6,777,626		706,739		23.69	%
PL Small-Cap Value		11,191,274		7,539,061		20,540		108,647		(19,846	)		825,710			19,448,092		2,200,010		30.89	%
PL Real Estate		11,653,763		747,594		23,258		1,018,115		(183,877	)		1,220,086			12,442,709		1,235,622		34.57	%
PL Emerging Markets		17,229,262		1,501,713		—		1,108,972		14,290			2,269,355			19,905,648		1,442,438		37.83	%
PL International Large-Cap		34,217,226		5,722,714		293,017		1,237,442		(401,680	)		1,062,703			39,656,538		2,848,889		33.06	%
PL International Value		22,828,900		3,737,884		124,348		5,978,381		(2,994,879	)		2,142,913			19,860,785		2,231,549		24.02	%
	$	546,621,563	$	101,623,697	$	2,859,541	$	27,631,373	$	(6,622,737	)	$	20,638,993		$	637,489,684
												Change in
					Distributions				Net			Unrealized			As of September 30, 2010
	April 1, 2010		Purchase		Received and		Sales		Realized			Appreciation			Market		Shares		Ownership
Fund/Underlying Fund	Market Value		Cost (1)		Reinvested (2)		Proceeds		Gain (Loss)			(Depreciation)			Value		Balance		Percentage
PL Portfolio Optimization Moderate-Aggressive Fund
PL Inflation Managed	$	37,772,773	$	3,701,709	$	492,194	$	4,131,767	$	71,802		$	2,390,565		$	40,297,276		3,752,074		22.68	%
PL Managed Bond		33,146,636		6,048,087		355,172		1,641,729		376,406			1,622,360			39,906,932		3,556,768		13.38	%
PL Short Duration Bond		9,410,825		1,071,325		26,840		620,095		1,352			108,810			9,999,057		989,026		11.04	%
PL Comstock		45,255,401		2,809,704		80,934		68,200		(33,471	)		(1,061,690	)		46,982,678		4,513,226		33.68	%
PL Growth LT		34,822,202		2,765,897		—		53,045		(5,341	)		(313,863	)		37,215,850		3,358,831		37.62	%
PL Large-Cap Growth		20,044,255		6,641,464		—		37,889		(14,352	)		775,932			27,409,410		3,514,027		31.71	%
PL Large-Cap Value		59,254,893		5,088,153		165,113		90,934		(39,414	)		(2,087,716	)		62,290,095		6,204,193		32.77	%
PL Main Street Core		55,172,436		2,318,616		35,094		9,261,742		(3,476,655	)		2,800,989			47,588,738		5,317,177		35.71	%
PL Mid-Cap Equity		40,531,478		2,236,711		17,842		962,836		(363,567	)		1,576,337			43,035,965		4,840,941		36.79	%
PL Mid-Cap Growth		25,488,101		339,239		—		6,011,041		505,617			1,859,642			22,181,558		2,385,114		42.15	%
PL Small-Cap Growth		10,493,002		777,038		—		591,075		(75,280	)		322,702			10,926,387		1,139,352		38.18	%
PL Small-Cap Value		15,488,739		10,469,779		26,909		607,155		(35,508	)		1,203,119			26,545,883		3,002,928		42.15	%
PL Real Estate		16,023,035		680,020		29,337		2,524,668		(297,858	)		1,614,787			15,524,653		1,541,674		43.14	%
PL Emerging Markets		20,253,709		425,360		—		1,246,347		51,259			2,534,017			22,017,998		1,595,507		41.85	%
PL International Large-Cap		39,891,136		3,225,341		329,714		823,963		(246,121	)		773,864			43,149,971		3,099,854		35.97	%
PL International Value		34,935,717		2,967,787		181,859		4,421,605		(3,025,261	)		1,843,988			32,482,485		3,649,717		39.29	%
	$	497,984,338	$	51,566,230	$	1,741,008	$	33,094,091	$	(6,606,392	)	$	15,963,843		$	527,554,936

D-6

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

												Change in
					Distributions				Net			Unrealized			As of September 30, 2010
	April 1, 2010		Purchase		Received and		Sales		Realized			Appreciation			Market		Shares		Ownership
Fund/Underlying Fund	Market Value		Cost (1)		Reinvested (2)		Proceeds		Gain (Loss)			(Depreciation)			Value		Balance		Percentage
PL Portfolio Optimization Aggressive Fund
PL Managed Bond	$	5,575,991	$	1,669,214	$	60,506	$	2,531,055	$	93,519		$	207,404		$	5,075,579		452,369		1.70	%
PL Comstock		20,322,078		1,030,371		36,122		2,166,100		(832,760	)		252,357			18,642,068		1,790,785		13.36	%
PL Growth LT		16,191,792		900,868		—		138,015		(24,745	)		(142,629	)		16,787,271		1,515,097		16.97	%
PL Large-Cap Growth		8,103,722		2,484,035		—		79,928		(19,432	)		302,941			10,791,338		1,383,505		12.48	%
PL Large-Cap Value		24,030,520		1,748,636		66,522		255,042		(103,913	)		(773,233	)		24,713,490		2,461,503		13.00	%
PL Main Street Core		24,276,726		1,069,655		15,386		2,247,451		(941,855	)		726,251			22,898,712		2,558,515		17.18	%
PL Mid-Cap Equity		16,162,199		2,192,100		7,205		2,095,120		(724,930	)		1,131,952			16,673,406		1,875,524		14.26	%
PL Mid-Cap Growth		12,099,420		1,149,153		—		2,193,555		236,084			1,069,110			12,360,212		1,329,055		23.50	%
PL Small-Cap Growth		8,353,605		2,681,760		—		491,222		(36,844	)		404,003			10,911,302		1,137,779		38.13	%
PL Small-Cap Value		9,928,335		4,906,512		17,790		878,969		(30,938	)		608,432			14,551,162		1,646,059		23.10	%
PL Real Estate		8,312,172		1,666,363		15,781		2,584,478		(8,542	)		621,249			8,022,545		796,678		22.29	%
PL Emerging Markets		10,221,959		1,751,347		—		2,442,141		364,296			795,240			10,690,701		774,688		20.32	%
PL International Large-Cap		20,032,406		2,317,947		171,576		3,473,281		(549,788	)		649,129			19,147,989		1,375,574		15.96	%
PL International Value		18,012,668		2,423,149		98,605		2,881,388		(2,049,123	)		1,445,476			17,049,387		1,915,661		20.62	%
	$	201,623,593	$	27,991,110	$	489,493	$	24,457,745	$	(4,628,971	)	$	7,297,682		$	208,315,162

(1)	Purchased cost excludes distributions received and reinvested.
(2)	Distributions received includes distributions from net investment income from the Underlying Funds.

7. TAX CHARACTER OF DISTRIBUTIONS AND COMPONENTS OF DISTRIBUTABLE EARNINGS

     The tax character of distributions paid during the six-month period ended September 30, 2010, is as follows:

	Distributions Paid From
	Ordinary		Long-Term		Total
Funds	Income		Capital Gains		Distributions
PL Portfolio Optimization Conservative	$	779,732	$	—	$	779,732
PL Portfolio Optimization Moderate-Conservative		1,499,262		—		1,499,262
PL Portfolio Optimization Moderate		4,547,714		—		4,547,714
PL Portfolio Optimization Moderate-Aggressive		3,046,906		—		3,046,906
PL Portfolio Optimization Aggressive		1,134,052		—		1,134,052

     The tax character of distributions paid during the year ended March 31, 2010, were as follows:

	Distributions Paid From
	Ordinary		Long-Term		Total
Funds	Income		Capital Gains		Distributions
PL Portfolio Optimization Conservative	$	3,842,769	$	—	$	3,824,769
PL Portfolio Optimization Moderate-Conservative		3,324,008		—		3,324,008
PL Portfolio Optimization Moderate		7,918,608		—		7,918,608
PL Portfolio Optimization Moderate-Aggressive		4,376,451		—		4,376,451
PL Portfolio Optimization Aggressive		1,107,118		—		1,107,118
PL Money Market		10,032		25		10,057

     As of March 31, 2010, the components of distributable earnings on a tax basis were as follows:

								Net
	Accumulated			Undistributed		Undistributed		Unrealized
	Capital and			Ordinary		Long-Term		Appreciation
Funds	Other Losses			Income		Capital Gains		(Depreciation)
PL Portfolio Optimization Conservative	$	(2,150,042	)	$	779,728	$	—	$	7,249,486
PL Portfolio Optimization Moderate-Conservative		(5,923,473	)		1,499,261		—		4,729,485
PL Portfolio Optimization Moderate		(20,500,686	)		4,547,713		—		(1,706,402	)
PL Portfolio Optimization Moderate-Aggressive		(33,751,430	)		3,046,906		—		(13,372,869	)
PL Portfolio Optimization Aggressive		(25,230,267	)		1,134,047		—		(5,899,354	)
PL Money Market		—			—		148		—

     The components of the accumulated capital and other losses as of March 31, 2010, are summarized in Note 8.

8. FEDERAL INCOME TAX INFORMATION

     Each Fund intends to continue to qualify as a regulated investment company and distribute substantially all its taxable income and capital gains to its shareholders. Each Fund presented in the first table below declared and paid sufficient dividends on net investment income and capital gains distributions during the year ended March 31, 2010, to qualify as a regulated investment company and is not required to pay Federal income tax under Subchapter M of the Internal Revenue 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 on a tax basis and may differ from such amounts for financial reporting purposes (see Note 2C). 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.

D-7

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

     Net capital loss carryovers and post-October capital losses, if any, as of March 31, 2010, are available to offset future realized capital gains and thereby reduce future capital gains distributions. The net capital loss carryovers and the post-October capital losses deferred as of March 31, 2010, were as follows:

										Post			Accumulated
	Net Capital			Net Capital Loss Carryover						October			Capital and
	Loss			Expiring on March 31,						Capital Loss			Other
Funds	Carryover			2017			2018			Deferral			Losses
PL Portfolio Optimization Conservative	$	(2,150,042	)	$	—		$	(2,150,042	)	$	—		$	(2,150,042	)
PL Portfolio Optimization Moderate-Conservative		(5,923,473	)		(1,171,196	)		(4,752,277	)		—			(5,923,473	)
PL Portfolio Optimization Moderate		(20,500,686	)		(3,967,837	)		(16,532,849	)		—			(20,500,686	)
PL Portfolio Optimization Moderate-Aggressive		(33,692,898	)		(3,214,516	)		(30,478,382	)		(58,532	)		(33,751,430	)
PL Portfolio Optimization Aggressive		(24,940,334	)		(2,128,707	)		(22,811,627	)		(289,933	)		(25,230,267	)

     The aggregate Federal tax cost of investments and the composition of unrealized appreciation and depreciation on investments as of September 30, 2010, were as follows:

			Gross		Gross			Net Unrealized
	Total Cost of		Unrealized		Unrealized			Appreciation
	Investments		Appreciation		Depreciation			(Depreciation)
Funds	on Tax Basis		on Investments		on Investments			on Investments
PL Portfolio Optimization Conservative	$	226,783,784	$	14,347,456	$	—		$	14,347,456
PL Portfolio Optimization Moderate-Conservative		210,960,857		10,572,094		—			10,572,094
PL Portfolio Optimization Moderate		621,747,924		26,248,232		(9,268,776	)		16,979,456
PL Portfolio Optimization Moderate-Aggressive		526,649,285		21,749,176		(20,787,063	)		962,113
PL Portfolio Optimization Aggressive		209,084,188		7,511,113		(8,280,139	)		(769,026	)
PL Money Market		57,580,141		—		—			—

     As of and during the year ended March 31, 2010, none of the Funds had liabilities for any unrecognized tax benefits. During the year ended March 31, 2010, none of the Funds incurred any interest or penalties.

     Each Fund’s tax returns remain subject to examination by Federal and State tax authorities (principal state jurisdictions include California and Delaware) for the tax years ended March 31, 2008 through March 31, 2010 for Federal purposes and March 31, 2007 through March 31, 2010 for State purposes.

9. PURCHASES AND SALES OF SECURITIES

     The cost of purchases and proceeds from sales of securities (excluding short-term investments and the PL Money Market Fund since it trades exclusively in short-term debt securities) for the six-month period ended September 30, 2010, is as follows:

Funds	Purchases (1)		Sales (1)
PL Portfolio Optimization Conservative	$	97,620,965	$	21,376,254
PL Portfolio Optimization Moderate-Conservative		54,696,332		11,253,827
PL Portfolio Optimization Moderate		105,528,790		27,631,373
PL Portfolio Optimization Moderate-Aggressive		53,888,718		33,094,091
PL Portfolio Optimization Aggressive		28,651,013		24,457,745

(1) All purchases and sales are in non-U.S. Government Securities.

10. FAIR VALUE MEASUREMENTS AND DISCLOSURES

     The Trust characterizes its Holdings as Level 1, Level 2 or Level 3 based upon the various inputs or methodologies used to value the Holdings. The three-tier hierarchy of inputs is summarized in the three broad levels listed below:

• Level 1 – Quoted prices in active markets for identical Holdings

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

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

     The inputs or methodologies used for valuing each Fund’s Holdings are not necessarily an indication of the risks associated with investing in those Holdings. For example, the PL Money Market Fund’s Holdings are valued using amortized cost in accordance with the rules under the 1940 Act. Generally, amortized cost approximates the current fair value of a Holding, but since the value is not obtained from a quoted price in an active market, such Holdings are reflected as Level 2. For fair valuations using significant unobservable inputs, the Trust provides a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. The Trust also provides the amounts and reasons for significant transfers, if any, between Level 1 and Level 2 in the fair value hierarchy (see Note 2F). For the six-month period ended September 30, 2010, there were no transfers between Level 1 and Level 2 for any of the Funds. A summary of each Fund’s Holdings

D-8

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

as of September 30, 2010 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.

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 were as follows:

	PL Portfolio Optimization						PL Portfolio Optimization						PL Portfolio Optimization						PL Portfolio Optimization
	Conservative Fund						Moderate-Conservative Fund						Moderate Fund						Moderate-Aggressive Fund
	Period ended			Year ended			Period ended			Year ended			Period ended			Year ended			Period ended			Year ended
	9/30/2010			3/31/2010			9/30/2010			3/31/2010			9/30/2010			3/31/2010			9/30/2010			3/31/2010
Class A
Shares sold		6,156,362			5,095,105			3,557,062			4,079,611			6,588,204			9,322,499			4,036,820			6,825,323
Dividends and distributions reinvested		32,212			154,810			68,442			151,488			207,944			395,409			154,033			265,252
Shares repurchased		(2,225,544	)		(2,343,715	)		(1,197,514	)		(1,540,865	)		(2,898,454	)		(4,091,285	)		(2,675,242	)		(3,652,598	)
Net increase		3,963,030			2,906,200			2,427,990			2,690,234			3,897,694			5,626,623			1,515,611			3,437,977
Beginning shares outstanding		6,620,300			3,714,100			7,414,505			4,724,271			22,858,713			17,232,090			21,080,126			17,642,149
Ending shares outstanding		10,583,330			6,620,300			9,842,495			7,414,505			26,756,407			22,858,713			22,595,737			21,080,126
Class B
Shares sold		646,756			585,682			531,278			682,096			1,200,612			1,643,306			819,130			1,225,743
Dividends and distributions reinvested		4,039			27,986			12,982			32,703			45,501			83,625			35,669			49,996
Shares repurchased		(145,345	)		(270,707	)		(204,629	)		(319,317	)		(527,214	)		(793,232	)		(698,489	)		(823,019	)
Net increase		505,450			342,961			339,631			395,482			718,899			933,699			156,310			452,720
Beginning shares outstanding		1,290,277			947,316			1,834,094			1,438,612			6,082,192			5,148,493			6,501,786			6,049,066
Ending shares outstanding		1,795,727			1,290,277			2,173,725			1,834,094			6,801,091			6,082,192			6,658,096			6,501,786
Class C
Shares sold		4,708,239			4,616,051			2,387,272			2,637,348			5,008,841			7,600,515			2,725,365			4,735,118
Dividends and distributions reinvested		22,947			134,198			46,251			107,346			145,160			250,879			98,431			132,149
Shares repurchased		(1,678,642	)		(2,499,753	)		(817,955	)		(1,423,572	)		(2,299,755	)		(3,815,913	)		(2,108,726	)		(3,234,418	)
Net increase		3,052,544			2,250,496			1,615,568			1,321,122			2,854,246			4,035,481			715,070			1,632,849
Beginning shares outstanding		6,547,328			4,296,832			6,217,865			4,896,743			19,658,434			15,622,953			18,004,286			16,371,437
Ending shares outstanding		9,599,872			6,547,328			7,833,433			6,217,865			22,512,680			19,658,434			18,719,356			18,004,286
Class R
Shares sold		133,046			573,385			267,305			666,896			565,675			1,380,156			234,961			1,099,903
Dividends and distributions reinvested		3,141			20,183			8,848			22,829			20,039			41,583			8,122			15,130
Shares repurchased		(92,488	)		(188,408	)		(203,009	)		(287,268	)		(359,958	)		(727,441	)		(162,127	)		(697,823	)
Net increase		43,699			405,160			73,144			402,457			225,756			694,298			80,956			417,210
Beginning shares outstanding		768,216			363,056			996,558			594,101			2,248,938			1,554,640			1,144,057			726,847
Ending shares outstanding		811,915			768,216			1,069,702			996,558			2,474,694			2,248,938			1,225,013			1,144,057

D-9

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

	PL Portfolio Optimization						PL Money
	Aggressive Fund						Market Fund
	Period ended			Year ended			Period ended			Year ended
	9/30/2010			3/31/2010			9/30/2010			3/31/2010
Class A
Shares sold		1,641,133			2,980,430			59,766,177			52,775,972
Dividends and distributions reinvested		66,115			97,909			—			9,957
Shares repurchased		(1,030,857	)		(2,484,648	)		(37,818,958	)		(73,530,933	)
Net increase (decrease)		676,391			593,691			21,947,219			(20,745,004	)
Beginning shares outstanding		9,258,763			8,665,072			34,679,729			55,424,733
Ending shares outstanding		9,935,154			9,258,763			56,626,948			34,679,729
Class B
Shares sold		252,610			487,134
Dividends and distributions reinvested		14,313			8,236
Shares repurchased		(268,732	)		(429,310	)
Net increase (decrease)		(1,809	)		66,060
Beginning shares outstanding		2,749,973			2,683,913
Ending shares outstanding		2,748,164			2,749,973
Class C
Shares sold		1,373,120			2,128,529
Dividends and distributions reinvested		31,581			18,127
Shares repurchased		(1,487,125	)		(2,117,305	)
Net increase (decrease)		(82,424	)		29,351
Beginning shares outstanding		6,520,769			6,491,418
Ending shares outstanding		6,438,345			6,520,769
Class R
Shares sold		103,502			389,684
Dividends and distributions reinvested		2,875			4,954
Shares repurchased		(72,493	)		(281,783	)
Net increase		33,884			112,855
Beginning shares outstanding		419,121			306,266
Ending shares outstanding		453,005			419,121

12. 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.

D-10

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, 2010 to September 30, 2010.

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 adviser expense reimbursement, administrator fee reductions, advisory fee, and distribution and/or service fee waivers. The “Ending Account Value at 09/30/10” 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 04/01/10-09/30/10” 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, 2010 to September 30, 2010.

     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 04/01/10-09/30/10.”

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 adviser expense reimbursement, administrator fee reductions, and distributor fee waivers. It assumes that the fund had an annual 5% rate of return before expenses, but that the expense ratio is unchanged. The hypothetical account values and expenses may not be used to estimate the actual ending account values or expenses you paid for the period.

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

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

								Expenses
	Beginning		Ending					Paid During
	Account		Account		Annualized			the Period (1)
	Value at		Value at		Expense			04/01/10 -
	04/01/10		09/30/10		Ratio			09/30/10
PL Portfolio Optimization Conservative (2)
Actual Fund Return
Class A	$	1,000.00	$	1,038.30		0.43	%	$	2.20
Class B		1,000.00		1,034.00		1.17	%		5.97
Class C		1,000.00		1,034.20		1.17	%		5.97
Class R		1,000.00		1,036.80		0.66	%		3.37
Hypothetical
Class A	$	1,000.00	$	1,022.91		0.43	%	$	2.18
Class B		1,000.00		1,019.20		1.17	%		5.92
Class C		1,000.00		1,019.20		1.17	%		5.92
Class R		1,000.00		1,021.76		0.66	%		3.35
PL Portfolio Optimization Moderate- Conservative (2)
Actual Fund Return
Class A	$	1,000.00	$	1,028.90		0.41	%	$	2.09
Class B		1,000.00		1,025.40		1.16	%		5.89
Class C		1,000.00		1,025.50		1.16	%		5.89
Class R		1,000.00		1,028.30		0.66	%		3.36
Hypothetical
Class A	$	1,000.00	$	1,023.01		0.41	%	$	2.08
Class B		1,000.00		1,019.25		1.16	%		5.87
Class C		1,000.00		1,019.25		1.16	%		5.87
Class R		1,000.00		1,021.76		0.66	%		3.35
PL Portfolio Optimization Moderate (2)
Actual Fund Return
Class A	$	1,000.00	$	1,025.00		0.41	%	$	2.08
Class B		1,000.00		1,020.50		1.16	%		5.88
Class C		1,000.00		1,020.60		1.16	%		5.88
Class R		1,000.00		1,023.50		0.65	%		3.30
Hypothetical
Class A	$	1,000.00	$	1,023.01		0.41	%	$	2.08
Class B		1,000.00		1,019.25		1.16	%		5.87
Class C		1,000.00		1,019.25		1.16	%		5.87
Class R		1,000.00		1,021.81		0.65	%		3.29
PL Portfolio Optimization Moderate- Aggressive (2)
Actual Fund Return
Class A	$	1,000.00	$	1,019.70		0.40	%	$	2.03
Class B		1,000.00		1,016.10		1.15	%		5.81
Class C		1,000.00		1,015.20		1.15	%		5.81
Class R		1,000.00		1,018.10		0.65	%		3.29
Hypothetical
Class A	$	1,000.00	$	1,023.06		0.40	%	$	2.03
Class B		1,000.00		1,019.30		1.15	%		5.82
Class C		1,000.00		1,019.30		1.15	%		5.82
Class R		1,000.00		1,021.81		0.65	%		3.29

See explanation of references on page E-2

E-1

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

								Expenses
	Beginning		Ending					Paid During
	Account		Account		Annualized			the Period (1)
	Value at		Value at		Expense			04/01/10 -
	04/01/10		09/30/10		Ratio			09/30/10
PL Portfolio Optimization Aggressive (2)
Actual Fund Return
Class A	$	1,000.00	$	1,013.70		0.40	%	$	2.02
Class B		1,000.00		1,011.10		1.15	%		5.80
Class C		1,000.00		1,011.00		1.15	%		5.80
Class R		1,000.00		1,013.00		0.65	%		3.28
Hypothetical
Class A	$	1,000.00	$	1,023.06		0.40	%	$	2.03
Class B		1,000.00		1,019.30		1.15	%		5.82
Class C		1,000.00		1,019.30		1.15	%		5.82
Class R		1,000.00		1,021.81		0.65	%		3.29
PL Money Market Fund
Actual Fund Return
Class A	$	1,000.00	$	1,000.00		0.27	%	$	1.35
Hypothetical
Class A	$	1,000.00	$	1,023.71		0.27	%	$	1.37

(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, then divided by 365 days.
(2)	The annualized expense ratios for the Portfolio Optimization Funds do not include expenses of the Underlying Funds (see Note 1 in Notes to Financial Statements) in which the Portfolio Optimization Funds invest.

E-2

PACIFIC LIFE FUNDS

WHERE TO GO FOR MORE INFORMATION
(Unaudited)

Availability of Quarterly Holdings

     The Trust files Form N-Q (complete schedules of fund holdings) with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year not later than 60 days after the close of the applicable quarter end. The Trust’s Form N-Q, (when required) is filed pursuant to applicable regulation and is available after filing (i) on the SEC’s Web site at http://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 http://www.PacificLife.com. The SEC may charge you a fee for this information.

Availability of Proxy Voting Record

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

Information Relating to Investments Held by the 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 and SAI (including Proxy Voting Policies) are available:

• On the Trust’s Website at http://www.PacificLife.com

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

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

E-3

[THIS PAGE INTENTIONALLY LEFT BLANK]

PACIFIC LIFE FUNDS
SEMI-ANNUAL REPORTS
as of September 30, 2010

Pacific Life Funds

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

Form No. 3167-10A

Underlying Funds
Semi-Annual Report
As of September 30, 2010

TABLE OF CONTENTS

PACIFIC LIFE FUNDS
Schedules of Investments and Notes	A-1
Financial Statements:
Statements of Assets and Liabilities	B-1
Statements of Operations	B-7
Statements of Changes in Net Assets	B-10
Statement of Cash Flows	B-15
Financial Highlights	C-1
Notes to Financial Statements	D-1
Disclosure of Fund Expenses	E-1
Approval of Investment Advisory Agreement and Fund Management Agreements	E-3
Where to Go for More Information	E-6

PACIFIC LIFE FUNDS
PL FLOATING RATE LOAN FUND
Schedule of Investments
September 30, 2010 (Unaudited)

	Principal
	Amount		Value
CORPORATE BONDS & NOTES — 1.5%
Materials — 1.5%
Lyondell Chemical Co
11.000% due 05/01/18	$	908,657	$	1,009,745
Total Corporate Bonds & Notes (Cost $937,058)				1,009,745
SENIOR LOAN NOTES — 93.9%
Consumer Discretionary — 40.0%
Affinion Group Inc Tranche B
5.000% due 10/09/16 §		997,494		981,284
Allison Transmission Inc
3.020% due 08/07/14 §		493,993		464,817
ARAMARK Corp (Non-Extending)
2.164% due 01/26/14 §		838,203		798,127
Facility Deposits (Non-Extending Letter of Credit)
0.106% due 01/26/14 §		67,524		64,296
Asurion Corp (1st Lien) 3.278% due 07/03/14 §		993,741		951,507
Catalina Marketing Corp (Initial Term Loan)
3.006% due 10/01/14 §		949,581		925,248
Cequel Communications LLC due 11/05/13 § ∞		1,000,000		974,107
Charter Communications Operating LLC
Term B-1
2.260% due 03/06/14 §		994,885		972,807
Cumulus Media Inc (Replacement Term Loan)
4.006% due 06/11/14 §		1,024,776		925,501
Dana Holding Corp (Advance)
4.687% due 01/30/15 §		901,354		893,629
Dollar General Corp Tranche B-1
3.108% due 07/07/14 §		426,848		419,978
Education Management LLC Tranche C
2.063% due 06/01/13 §		997,343		923,088
Entercom Radio LLC Term A
2.320% due 06/29/12 §		439,430		424,782
Federal-Mogul Corp
Tranche B
2.198% due 12/29/14 §		655,423		576,055
Tranche C
2.198% due 12/28/15 §		334,399		293,906
Ford Motor Co Tranche B-1
3.030% due 12/15/13 §		921,427		905,014
Isle of Capri Casinos Inc (Initial Term Loan)
5.000% due 11/25/13 §		284,684		273,368
Term A (Delayed Draw Term Loan)
5.000% due 11/25/13 §		100,154		96,173
Term B (Delayed Draw Term Loan)
5.000% due 11/25/13 §		113,874		109,347
Language Line LLC Tranche B
5.500% due 11/04/15 §		498,744		490,951
Las Vegas Sands LLC (Delayed Draw I Term Loan Extending)
3.030% due 11/23/16 §		108,889		99,186
Tranche B Extending
3.030% due 11/23/16 §		538,890		490,913
MCC Iowa LLC Tranche E
4.500% due 10/23/17 §		997,500		982,538
Metro-Goldwyn-Mayer Inc Tranche B
20.500% due 04/09/12 § Ω		1,494,825		659,592
Michaels Stores Inc
Term B-1
2.634% due 10/31/13 §		201,022		194,627
Term B-2
4.884% due 07/31/16 §		743,297		730,186
National Bedding Co LLC (1st Lien)
2.380% due 02/28/13 §		500,000		480,937
Nielsen Finance LLC Term A (Dollar Term Loan)
2.258% due 08/09/13 §		1,000,000		966,038
Orbitz Worldwide Inc
due 07/25/14 § ∞		500,000		477,750
OSI Restaurant Partners LLC
due 06/14/14 § ∞		457,092		420,182
(Pre-Funded Revolving Credit Loan)
due 06/14/13 § ∞		41,547		38,192
Penn National Gaming Inc Term B
2.051% due 10/03/12 §		1,000,000		982,688
Protection One Alarm Monitoring Inc
6.000% due 06/04/16 §		500,000		497,500
Regal Cinemas Corp
3.789% due 11/17/16 §		997,494		990,168
Sabre Inc (Initial Term Loan)
2.335% due 09/30/14 §		981,786		909,840
The Neiman Marcus Group Inc
2.294% due 04/06/13 §		355,058		344,688
The Pep Boys — Manny, Moe and Jack
2.300% due 10/25/13 §		233,834		223,019
The Weather Channel Holding Corp (Replacement Term Loan)
5.000% due 09/14/15 §		242,788		243,916
Travelport LLC (Delayed Draw Term Loan)
2.760% due 08/23/13 §		997,423		962,331
Universal City Development Partners Ltd
5.500% due 11/03/14 §		994,975		1,000,568
Univision Communications Inc (Initial Term Loan)
2.506% due 09/29/14 §		1,732,621		1,522,246
VML US Finance LLC Term B (Delayed Draw Project Loan)
4.780% due 05/25/12 §		151,743		150,356
(Funded Project Loan)
4.780% due 04/11/13 §		677,157		670,967
WideOpenWest Finance LLC Series A (New Term Loan)
6.756% due 06/30/14 §		493,773		483,487
				26,985,900
Consumer Staples — 4.1%
DSW Holdings Inc
4.256% due 03/02/12 §		500,000		479,166
KIK Custom Products Inc (2nd Lien)
5.289% due 12/01/14 §		500,000		335,625
NBTY Inc Term B
due 10/01/17 § ∞		150,000		151,741
Pinnacle Foods Finance LLC
2.758% due 04/02/14 §		500,000		484,610
Rite Aid Corp Tranche 2
2.010% due 06/04/14 §		1,492,347		1,330,481
				2,781,623
Energy — 1.4%
Big West Oil LLC
12.000% due 07/23/15 §		451,389		458,536
Citgo Petroleum Corp Term B
8.000% due 06/24/15 §		493,750		496,459
				954,995

See Notes to Financial Statements A-1 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL FLOATING RATE LOAN FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

	Principal
	Amount		Value
Financials — 4.1%
First Data Corp Tranche B-1 (Initial Term Loan)
3.006% due 09/24/14 §	$	527,211	$	465,395
HUB International Ltd (Delayed Draw Term Loan)
2.789% due 06/13/14 §		178,675		169,295
(Initial Term Loan)
2.789% due 06/13/14 §		794,884		753,153
Nuveen Investments Inc (1st Lien)
3.371% due 11/13/14 §		1,500,000		1,352,578
				2,740,421
Health Care — 11.7%
Bausch & Lomb Inc (Delayed Draw Term Loan)
3.506% due 04/24/15 §		97,360		93,714
(Parent Term Loan)
3.527% due 04/24/15 §		401,479		386,446
Biomet Inc (Dollar Term Loan)
3.282% due 03/25/15 §		997,429		969,060
CHS/Community Health Systems Inc (Delayed Draw Term Loan)
2.549% due 07/25/14 §		48,671		46,237
(Funded Term Loan)
2.549% due 07/25/14 §		946,837		899,493
DJO Finance LLC
3.256% due 05/20/14 §		498,718		478,769
HCA Inc Tranche B-1
2.539% due 11/18/13 §		1,581,925		1,524,936
Health Management Associates Inc Term B
2.039% due 02/28/14 §		997,245		943,955
IMS Health Inc Tranche B (Dollar Term Loan)
5.250% due 02/26/16 §		495,120		498,575
InVentiv Health Inc Term B
6.500% due 08/04/16 §		500,000		501,328
Multiplan Merger Corp
6.500% due 08/12/17 §		700,000		701,663
Warner Chilcott Co LLC
Term A
6.000% due 10/30/14 §		313,559		312,579
Term B-1
6.250% due 04/30/15 §		151,358		151,602
Term B-2
6.250% due 04/30/15 §		252,039		252,445
Term B-4
6.500% due 02/20/16 §		30,637		30,815
WC Luxco SARL
Term B-3
6.500% due 02/20/16 §		94,363		94,902
				7,886,519
Industrials — 5.2%
AWAS Capital Inc (1st Lien)
2.063% due 03/21/13 §		290,051		287,151
Brand Energy & Infrastructure Services Inc (2nd Lien)
6.425% due 02/07/15 §		500,000		437,500
Delta Air Lines Inc (2nd Lien)
3.507% due 04/30/14 §		496,154		468,245
Hawker Beechcraft Acquisition Co LLC
2.265% due 03/26/14 §		937,858		760,512
(Facility Deposit)
2.289% due 03/26/14 §		56,070		45,467
John Maneely Co
due 12/09/13 § ∞		500,000		488,250
Pinafore LLC Term B
due 09/27/16 § ∞		575,000		580,928
Sensata Technologies BV
2.231% due 04/27/13 §		498,698		480,869
				3,548,922
Information Technology — 5.8%
Brocade Communication Systems Inc (Borrowing)
7.000% due 10/07/13 §		185,937		187,331
CCS Inc
3.256% due 11/14/14 §		488,566		422,609
Fidelity National Information Services Inc Term B
5.250% due 07/18/16 §		200,000		201,768
Freescale Semiconductor Inc (Extended Maturity Term Loan)
4.509% due 12/01/16 §		996,782		913,717
Kronos Inc (2nd Lien)
6.039% due 06/11/15 §		500,000		472,500
Spansion LLC
7.500% due 02/09/15 §		500,000		499,688
SSI Investments II Ltd
6.500% due 02/13/17 §		498,751		503,530
SunGard Data Systems Inc Tranche B
4.038% due 02/28/16 §		733,287		721,027
				3,922,170
Materials — 8.3%
Georgia-Pacific LLC
Term B (Additional Loan)
2.298% due 12/20/12 §		997,409		993,046
Graphic Packaging International Inc Term B
due 05/16/14 § ∞		1,000,000		974,938
Huntsman International LLC Term B (Dollar Term Loan)
1.917% due 04/19/14 §		1,000,000		958,333
Ineos US Finance LLC
Term B-2
due 12/16/13 § ∞		242,629		243,387
Term C-2
due 12/16/14 § ∞		257,371		258,176
Nalco Co
6.500% due 05/13/16 §		493,750		493,801
Smurfit-Stone Container Enterprises Inc (Exit Term Loan)
6.750% due 02/22/16 §		498,750		502,699
Solutia Inc
4.750% due 03/17/17 §		240,625		241,414
TPC Group LLC Term B
2.968% due 06/27/13 §		161,248		160,408
(Incremental Term Loan)
2.970% due 06/27/13 §		821,201		816,924
				5,643,126
Telecommunication Services — 5.5%
Alaska Communications Systems Holdings Inc (Incremental Loan)
2.039% due 02/01/12 §		500,000		490,833
Digicel International Finance Limited
Tranche A-T&T
2.500% due 09/30/12 §		300,024		294,399
Tranche A
2.813% due 03/30/12 §		550,049		539,736
Intelsat Corp
Tranche B-2-A (Incremental Term Loan)
3.033% due 01/03/14 §		333,402		321,706
Tranche B-2-B (Incremental Term Loan)
3.033% due 01/03/14 §		333,299		321,607
Tranche B-2-C (Incremental Term Loan)
3.033% due 01/03/14 §		333,299		321,607

See Notes to Financial Statements A-2 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL FLOATING RATE LOAN FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

	Principal
	Amount		Value
Telesat Canada
Term I (US Term Loan)
3.260% due 10/31/14 §	$	459,270	$	448,219
Term II (US Term Loan)
3.260% due 10/31/14 §		39,449		38,500
UPC Financing Partnership Facility X
4.251% due 04/16/17 §		1,000,000		972,188
				3,748,795
Utilities — 7.8%
Calpine Corp (1st Priority)
3.165% due 03/29/14 §		110,048		107,733
Coleto Creek Power LP (2nd Lien)
4.256% due 06/28/13 §		957,500		773,979
Dynegy Holdings Inc (Facility Term Loan)
4.010% due 04/02/13 §		1,388,246		1,375,123
(Tranche B)
4.010% due 04/02/13 §		110,896		109,848
New Development Holdings LLC
7.000% due 06/08/17 §		872,813		888,768
NRG Energy Inc (Extended Maturity Term Loan)
3.539% due 08/31/15 §		997,500		997,500
Texas Competitive Electric Holdings Co LLC
Tranche B2 (Initial Term Loan)
3.923% due 10/10/14 §		1,270,529		988,807
				5,241,758
Total Senior Loan Notes
(Cost $62,995,176)				63,454,229

	Shares
SHORT-TERM INVESTMENT — 9.8%
Money Market Fund — 9.8%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		6,610,065		6,610,065
Total Short-Term Investment (Cost $6,610,065)				6,610,065
TOTAL INVESTMENTS — 105.2% (Cost $70,542,299)				71,074,039
OTHER ASSETS & LIABILITIES, NET — (5.2%)				(3,544,084	)
NET ASSETS — 100.0%			$	67,529,955

Notes to Schedule of Investments

(a) As of September 30, 2010, the Fund was diversified as a percentage of net assets as follows:

Consumer Discretionary	40.0	%
Health Care	11.7	%
Materials	9.8	%
Short-Term Investment	9.8	%
Utilities	7.8	%
Information Technology	5.8	%
Telecommunication Services	5.5	%
Industrials	5.2	%
Consumer Staples	4.1	%
Financials	4.1	%
Energy	1.4	%
	105.2	%
Other Assets & Liabilities, Net	(5.2	%)
	100.0	%

(b) As of September 30, 2010, percentage the Fund’s Standard & Poor’s quality ratings on its investments, as a percentage of total fixed income investments were as follows:

BBB	2.8	%
BB	47.4	%
B	42.0	%
CCC	4.4	%
D	1.0	%
Not Rated	2.4	%
	100.0	%

(c) Senior loan notes with a total aggregate value of $659,592 or 1.0% of the net assets were in default as of September 30, 2010.

(d)	Fair Value Measurements
	The following is a summary of the Fund’s holdings as categorized under the three-tier hierarchy of inputs used in valuing the Fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) as of September 30, 2010:

						Level 2		Level 3
		Total Value at		Level 1		Significant		Significant
		September 30, 2010		Quoted Price		Observable Inputs		Unobservable Inputs
Assets	Corporate Bonds & Notes	$	1,009,745	$	—	$	1,009,745	$	—
	Senior Loan Notes		63,454,229		—		63,454,229		—
	Short-Term Investment		6,610,065		6,610,065		—		—
	Total	$	71,074,039	$	6,610,065	$	64,463,974	$	—

See Notes to Financial Statements A-3 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL INFLATION MANAGED FUND
Schedule of Investments
September 30, 2010 (Unaudited)

	Shares		Value
CONVERTIBLE PREFERRED STOCKS — 0.1%
Financials — 0.1%
Wells Fargo & Co 7.500%		100	$	100,600
Total Convertible Preferred Stocks (Cost $100,000)				100,600
	Principal
	Amount
CORPORATE BONDS & NOTES — 15.5%
Consumer Discretionary — 0.4%
Pulte Homes Inc 7.875% due 08/01/11	$	500,000		517,500
Starwood Hotels & Resorts Worldwide Inc 6.250% due 02/15/13		300,000		320,625
				838,125
Consumer Staples — 0.3%
New Albertsons Inc
7.500% due 02/15/11		500,000		511,875
Energy — 0.1%
Petroleos Mexicanos (Mexico)
5.500% due 01/21/21 ~		100,000		107,000
Financials — 13.2%
American Express Bank FSB
0.386% due 05/29/12 §		300,000		297,348
0.407% due 06/12/12 §		500,000		495,234
American Express Credit Corp
5.875% due 05/02/13		200,000		220,296
7.300% due 08/20/13		210,000		241,554
American International Group Inc
8.175% due 05/15/58 §		200,000		201,500
Banco Santander (Chile)
1.771% due 04/20/12 § ~		300,000		300,005
Bank of America Corp
0.826% due 06/11/12 §	GBP	900,000		1,377,719
Bank of Nova Scotia (Canada)
3.400% due 01/22/15	$	100,000		106,950
BNP Paribas/BNP Paribas U.S. Medium-Term
Note Program LLC (France)
2.125% due 12/21/12		200,000		203,780
Countrywide Financial Corp
5.800% due 06/07/12		400,000		425,105
Dexia Credit Local NY (France)
0.693% due 03/05/13 § ~		4,400,000		4,386,936
Ford Motor Credit Co LLC
7.250% due 10/25/11		500,000		525,006
7.500% due 08/01/12		600,000		637,170
General Electric Capital Corp
0.411% due 12/20/13 §		200,000		194,322
General Motors Acceptance Corp
6.000% due 12/15/11		400,000		412,500
7.000% due 02/01/12		600,000		626,250
HBOS PLC (United Kingdom)
6.750% due 05/21/18 ~		300,000		301,847
Merrill Lynch & Co Inc
1.628% due 09/27/12 §	EUR	1,000,000		1,320,195
5.450% due 07/15/14	$	300,000		324,414
Metropolitan Life Global Funding I
5.125% due 04/10/13 ~		100,000		108,929
Morgan Stanley
1.188% due 11/29/13 §	EUR	200,000		259,151
1.222% due 04/13/16 §		1,000,000		1,219,744
2.876% due 05/14/13 §	$	1,000,000		1,019,861
SLM Corp
3.125% due 09/17/12	EUR	700,000		906,171
Sun Life Financial Global Funding LP
0.784% due 10/06/13 § ~	$	1,500,000		1,459,313
The Goldman Sachs Group Inc
1.198% due 02/04/13 §	EUR	1,500,000		1,982,536
5.375% due 02/15/13		500,000		716,299
The Royal Bank of Scotland Group PLC
(United Kingdom)
2.759% due 08/23/13 §	$	700,000		714,732
3.000% due 12/09/11 ~		200,000		205,378
4.875% due 03/16/15		400,000		421,367
UBS AG (Switzerland)
1.439% due 02/23/12 §		1,100,000		1,108,072
Wachovia Corp
2.236% due 05/01/13 §		700,000		720,899
				23,440,583
Health Care — 0.8%
Boston Scientific Corp
6.000% due 06/15/11		800,000		822,671
HCA Inc
7.250% due 09/15/20		600,000		643,500
				1,466,171
Industrials — 0.5%
International Lease Finance Corp
5.350% due 03/01/12		500,000		505,625
6.500% due 09/01/14 ~		100,000		107,750
6.750% due 09/01/16 ~		100,000		107,500
7.125% due 09/01/18 ~		200,000		216,500
				937,375
Telecommunication Services — 0.2%
British Telecommunications PLC (United Kingdom)
9.375% due 12/15/10 §		300,000		304,753
Total Corporate Bonds & Notes (Cost $27,293,399)				27,605,882
MORTGAGE-BACKED SECURITIES — 5.5%
Collateralized Mortgage Obligations — Commercial — 0.2%
JPMorgan Chase Commercial Mortgage Securities Corp
5.336% due 05/15/47 “		110,000		114,591
Morgan Stanley Capital I
5.880% due 06/11/49 “ §		100,000		107,140
Wachovia Bank Commercial Mortgage Trust
5.418% due 01/15/45 “ §		210,000		226,978
				448,709
Collateralized Mortgage Obligations — Residential — 5.3%
Arkle Master Issuer PLC (United Kingdom)
1.519% due 05/17/60 “ § ~		500,000		495,878
Bear Stearns Adjustable Rate Mortgage Trust
2.300% due 08/25/35 “ §		35,120		33,732
2.560% due 08/25/35 “ §		59,888		56,810
2.760% due 03/25/35 “ §		119,585		114,258
2.934% due 03/25/35 “ §		37,887		36,407
3.458% due 01/25/35 “ §		3,417,016		3,309,938

See Notes to Financial Statements A-4 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL INFLATION MANAGED FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

	Principal
	Amount		Value
Citigroup Mortgage Loan Trust Inc
2.510% due 08/25/35 “ §	$	54,043	$	50,946
2.560% due 08/25/35 “ §		45,939		42,898
Countrywide Home Loan Mortgage
Pass-Through Trust
0.596% due 06/25/35 “ § ~		37,516		32,023
4.680% due 01/19/34 “ §		169,919		167,220
Fannie Mae
0.606% due 07/25/37 “ §		1,001,051		1,000,712
0.636% due 07/25/37 “ §		938,910		939,459
0.696% due 05/25/36 “ §		642,098		643,654
0.701% due 02/25/37 “ §		203,180		202,910
GSR Mortgage Loan Trust
2.923% due 09/25/35 “ §		90,027		86,346
MLCC Mortgage Investors Inc
2.279% due 12/25/34 “ §		257,243		246,156
New York Mortgage Trust Inc
5.462% due 05/25/36 “ §		700,000		553,242
Residential Accredit Loans Inc
0.436% due 06/25/46 “ §		178,031		71,187
Structured Asset Mortgage Investments Inc
0.466% due 05/25/46 “ §		159,280		86,489
Wells Fargo Mortgage-Backed Securities Trust
2.931% due 10/25/35 “ §		1,400,000		1,189,019
				9,359,284
Total Mortgage-Backed Securities (Cost $9,435,885)				9,807,993
ASSET-BACKED SECURITIES — 2.9%
Aames Mortgage Investment Trust
0.546% due 10/25/35 “ §		278,106		276,694
Ally Auto Receivables Trust
1.320% due 03/15/12 “ ~		677,511		679,453
AMMC CLO (Cayman)
0.526% due 08/08/17 “ § ~		200,000		191,270
ARES CLO Funds (Cayman)
0.520% due 03/12/18 “ § ~		494,669		470,856
Asset Backed Funding Certificates
0.736% due 06/25/35 “ §		1,449,731		1,428,416
First Franklin Mortgage Loan Asset-Backed Certificates
0.306% due 11/25/36 “ §		72,000		71,186
Ford Credit Auto Owner Trust
1.210% due 01/15/12 “		460,234		461,040
Freddie Mac Structured Pass-Through Securities
0.536% due 09/25/31 “ §		2,826		2,677
Race Point CLO (Cayman)
0.926% due 05/15/15 “ § ~		901,570		863,683
Structured Asset Securities Corp
0.346% due 02/25/37 “ §		349,913		345,917
Wells Fargo Home Equity Trust
0.506% due 12/25/35 “ § ~		19,949		19,913
Wood Street CLO BV (Netherlands)
1.388% due 03/29/21 “ § ~ ∆	EUR	248,182		304,480
Total Asset-Backed Securities (Cost $5,087,238)				5,115,585
U.S. TREASURY OBLIGATIONS — 98.4%
U.S. Treasury Inflation Protected Securities — 97.5%
0.625% due 04/15/13 ^	$	1,959,717		2,014,223
1.250% due 04/15/14 ^		2,060,260		2,169,711
1.250% due 07/15/20 ^		5,598,040		5,883,630
1.375% due 07/15/18 ^		606,594		650,240
1.375% due 01/15/20 ^		4,435,860		4,723,153
1.625% due 01/15/15 ^ ‡		8,791,398		9,404,739
1.625% due 01/15/18 ^		1,560,960		1,695,471
1.750% due 01/15/28 ^		3,330,048		3,530,630
1.875% due 07/15/13 ^		3,917,100		4,166,510
1.875% due 07/15/15 ^		9,526,970		10,368,764
1.875% due 07/15/19 ^		7,759,828		8,617,048
2.000% due 04/15/12 ^		1,181,785		1,223,794
2.000% due 01/15/14 ^		12,456,269		13,358,361
2.000% due 07/15/14 ^		1,734,855		1,878,386
2.000% due 01/15/16 ^		2,196,820		2,411,181
2.000% due 01/15/26 ^		4,283,799		4,711,511
2.125% due 01/15/19 ^		6,803,314		7,672,866
2.375% due 04/15/11 ^ ‡		2,196,720		2,225,038
2.375% due 01/15/17 ^		3,567,465		4,027,333
2.375% due 01/15/25 ^		6,858,460		7,886,159
2.375% due 01/15/27 ^ ‡		12,543,771		14,472,997
2.500% due 07/15/16 ^		12,749,074		14,434,632
2.500% due 01/15/29 ^		6,600,230		7,788,271
2.625% due 07/15/17 ^		10,309,004		11,908,692
3.000% due 07/15/12 ^		2,091,580		2,222,793
3.375% due 01/15/12 ^		245,556		257,297
3.375% due 04/15/32 ^		184,233		248,715
3.500% due 01/15/11 ^ ‡		125,260		126,434
3.625% due 04/15/28 ^		4,812,004		6,436,431
3.875% due 04/15/29 ^		12,005,953		16,679,741
				173,194,751
U.S. Treasury Notes — 0.9%
3.375% due 11/15/19		800,000		862,125
3.625% due 08/15/19		700,000		770,000
				1,632,125
Total U.S. Treasury Obligations (Cost $168,070,766)				174,826,876
FOREIGN GOVERNMENT BONDS & NOTES — 2.4%
Australian Government Bond (Australia)
3.000% due 09/20/25	AUD	1,100,000		1,174,966
4.000% due 08/20/15		300,000		489,171
4.000% due 08/20/20		300,000		480,300
Canada Housing Trust (Canada)
2.450% due 12/15/15 ~	CAD	1,200,000		1,177,689
Canadian Government Bond (Canada)
4.250% due 12/01/21		281,040		370,670
New South Wales Treasury Bond (Australia)
2.750% due 11/20/25	AUD	500,000		501,962
Total Foreign Government Bonds & Notes (Cost $3,927,513)				4,194,758
MUNICIPAL BONDS — 0.1%
Tobacco Settlement Finance Authority of WV ‘A’
7.467% due 06/01/47	$	95,000		73,791
Tobacco Settlement Financing Corp of RI ‘A’
6.000% due 06/01/23		65,000		65,809
Total Municipal Bonds (Cost $148,409)				139,600

See Notes to Financial Statements A-5 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL INFLATION MANAGED FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

	Shares		Value
SHORT-TERM INVESTMENT — 0.3%
Money Market Fund — 0.3%
Blackrock Liquidity Funds Treasury Trust Fund Portfolio		544,646	$	544,646
Total Short-Term Investment (Cost $544,646)				544,646
TOTAL INVESTMENTS — 125.2% (Cost $214,607,856)				222,335,940
OTHER ASSETS & LIABILITIES, NET — (25.2%)				(44,725,023	)
NET ASSETS — 100.0%			$	177,610,917

Notes to Schedule of Investments

(a) As of September 30, 2010, the Fund was diversified as a percentage of net assets as follows:

U.S. Treasury Obligations	98.4	%
Corporate Bonds & Notes	15.5	%
Mortgage-Backed Securities	5.5	%
Asset-Backed Securities	2.9	%
Foreign Government Bonds & Notes	2.4	%
Short-Term Investment	0.3	%
Municipal Bonds	0.1	%
Convertible Preferred Stocks	0.1	%
	125.2	%
Other Assets & Liabilities, Net	(25.2	%)
	100.0	%

(b) As of September 30, 2010, the Fund’s Standard & Poor’s quality ratings on its investments as a percentage of total fixed income investments were as follows:

AAA / U.S. Government & Agency Issues	84.3	%
AA	3.9	%
A	5.3	%
BBB	2.6	%
BB	0.9	%
B	1.2	%
Not Rated	1.8	%
	100.0	%

(c)	As of September 30, 2010, 0.2% of the Fund’s net assets were reported illiquid by the portfolio manager under the Trust’s policy.
(d)	Open futures contracts outstanding as of September 30, 2010 were as follows:

	Number of		Notional		Unrealized
Long Futures Outstanding	Contracts		Amount		Appreciation
3-Month Euribor (12/10)		3	EUR	3,000,000	$	613
Eurodollar (12/10)		5	$	5,000,000		1,188
Eurodollar (03/11)		13		13,000,000		8,375
Eurodollar (03/12)		2		2,000,000		862
					$	11,038

(e) Forward foreign currency contracts outstanding as of September 30, 2010 were as follows:

		Principal
Contracts		Amount					Unrealized
to Buy or		Covered by					Appreciation
to Sell	Currency	Contracts		Expiration		Counterparty	(Depreciation)
Sell	AUD		98,000		10/10	BRC	$	(2,746	)
Sell	AUD		186,000		10/10	DUB		(14,581	)
Sell	AUD		20,482		10/10	RBS		(1,725	)
Buy	BRL		151,840		10/10	DUB		4,527
Buy	BRL		1,141,312		10/10	HSB		33,953
Sell	BRL		1,181,144		10/10	HSB		(30,538	)
Sell	BRL		112,008		10/10	JPM		(3,794	)
Buy	BRL		350,100		12/10	DUB		4,145
Buy	BRL		1,181,144		12/10	HSB		30,564
Sell	CAD		1,478,000		11/10	RBS		8,873
Sell	CHF		6,000		11/10	CIT		(191	)
Buy	CNY		305,138		11/10	BRC		(364	)
Buy	CNY		490,879		11/10	CIT		(597	)
Buy	CNY		1,256,638		11/10	DUB		(1,753	)
Buy	CNY		496,274		11/10	MSC		(790	)
Buy	CNY		674,636		01/10	DUB		316
Buy	CNY		980,000		01/11	JPM		(78	)
Buy	CNY		663,980		01/11	MSC		(558	)
Sell	EUR		3,173,000		10/10	BRC		(257,001	)
Sell	EUR		212,000		11/10	BRC		(8,151	)
Sell	EUR		1,860,000		11/10	DUB		(152,585	)

See Notes to Financial Statements A-6 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL INFLATION MANAGED FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

		Principal
Contracts		Amount					Unrealized
to Buy or		Covered by					Appreciation
to Sell	Currency	Contracts		Expiration		Counterparty	(Depreciation)
Sell	GBP		1,156,000		12/10	UBS	$	(14,079	)
Buy	IDR		4,652,000		11/10	MSC		2,706
Buy	IDR		7,020,000		03/11	CIT		2,194
Buy	IDR		7,023,000		03/11	DUB		2,259
Buy	IDR		9,430,000		03/11	JPM		4,443
Sell	JPY		84,121,000		11/10	MSC		(8,430	)
Buy	KRW		206,043,828		11/10	BRC		9,445
Buy	KRW		469,700,672		11/10	CIT		12,459
Buy	KRW		100,037,000		11/10	DUB		2,172
Buy	KRW		35,190,000		11/10	GSC		805
Buy	KRW		294,113,500		11/10	JPM		5,335
Buy	KRW		113,350,000		11/10	JPM		(774	)
Buy	KRW		253,210,000		11/10	MSC		5,307
Buy	KRW		79,650,000		11/10	RBS		4,312
Sell	KRW		227,900,000		11/10	RBS		498
Buy	KRW		114,630,000		01/11	CIT		—
Buy	KRW		114,630,000		01/11	DUB		—
Buy	PHP		4,406,000		11/10	DUB		—
							$	(364,422	)

(f) Transactions in written options for the six-month period ended September 30, 2010 were as follows:

				Notional		Notional
	Number of			Amount		Amount
	Contracts			in EUR		in $			Premium
Outstanding, March 31, 2010		18			—		59,100,000		$	445,261
Call Options Written		19			1,200,000		22,400,000			98,394
Put Options Written		19			1,300,000		39,700,000			278,309
Call Options Closed		—			—		(6,800,000	)		(27,436	)
Put Options Closed		—			—		(3,800,000	)		(19,999	)
Call Options Expired		(23	)		—		(22,400,000	)		(171,300	)
Put Options Expired		(23	)		—		(35,600,000	)		(272,504	)
Outstanding, September 30, 2010		10			2,500,000		52,600,000		$	330,725

(g)	Premiums received and value of written options outstanding as of September 30, 2010 were as follows:
	Credit Default Swaptions Buy Protection (1)

Exercise

Expiration

Counter-

Notional

Description

Rate

Date

party

Amount

Premium

Value

Call — OTC ITRAXX Europe Index

0.900

%

12/15/10

MSC

EUR

1,200,000

$

2,966

$

(3,044

)

Credit Default Swaptions Sell Protection (2)

	Exercise			Expiration		Counter-	Notional
Description	Rate			Date		party	Amount		Premium		Value
Put — OTC ITRAXX Europe Index		1.600	%		12/15/10	MSC	EUR	1,200,000	$	3,123	$	(2,669	)
Put — OTC Dow Jones CDX IG15 Index		1.700	%		03/16/11	MSC	$	100,000		470		(359	)
Put — OTC ITRAXX Europe Index		1.800	%		03/16/11	MSC	EUR	100,000		719		(711	)
									$	4,312	$	(3,739	)
Total Credit Default Swaptions									$	7,278	$	(6,783	)

(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 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. The counterparty is only obligated if the swaption is exercised.

(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 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. The Fund is only obligated if the swaption is exercised.

See Notes to Financial Statements A-7 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL INFLATION MANAGED FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

Inflation Floor/Cap Options

	Strike		Exercise	Expiration		Counter-	Notional
Description	Index		Index	Date		party	Amount		Premium		Value
Cap — OTC U.S. CPI Urban Consumers NSA ∆		215.97	Maximum of ((Inflation Adjustment — 1) - 2.500%) or $0		12/07/10	RBS	$	1,200,000	$	4,200	$	(9	)
Floor — OTC U.S. CPI Urban Consumers NSA		215.97	Maximum of (-1.000% — (Inflation Adjustment — 1)) or $0		12/14/10	BNP		1,200,000		5,160		—
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		(15,005	)
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		(25,355	)
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		(3,870	)
									$	41,270	$	(44,239	)

Interest Rate Swaptions

	Pay/Receive
	Floating Rate
	Based on 3-Month	Exercise			Expiration		Counter-	Notional
Description	USD-LIBOR	Rate			Date		party	Amount		Premium		Value
Call — OTC 5-Year Interest Rate Swap	Receive		1.450	%		10/29/10	DUB	$	3,200,000	$	4,606	$	(5,924	)
Call — OTC 5-Year Interest Rate Swap	Receive		1.450	%		10/29/10	MSC		3,500,000		7,350		(6,480	)
Call — OTC 5-Year Interest Rate Swap	Receive		1.450	%		10/29/10	UBS		3,800,000		9,500		(7,035	)
Put — OTC 5-Year Interest Rate Swap	Pay		1.800	%		10/29/10	UBS		3,800,000		7,600		(2,666	)
Put — OTC 5-Year Interest Rate Swap	Pay		1.950	%		10/29/10	CIT		1,600,000		7,920		(308	)
Put — OTC 5-Year Interest Rate Swap	Pay		1.950	%		10/29/10	MSC		3,500,000		12,600		(674	)
Put — OTC 5-Year Interest Rate Swap	Pay		4.000	%		12/01/10	RBS		4,100,000		26,445		—
Put — OTC 3-Year Interest Rate Swap	Pay		3.000	%		06/18/12	BRC		3,800,000		34,352		(20,359	)
Put — OTC 3-Year Interest Rate Swap	Pay		3.000	%		06/18/12	CIT		1,900,000		21,651		(10,179	)
Put — OTC 3-Year Interest Rate Swap	Pay		3.000	%		06/18/12	DUB		1,000,000		11,177		(5,358	)
Put — OTC 3-Year Interest Rate Swap	Pay		3.000	%		06/18/12	RBS		2,200,000		24,378		(11,787	)
Put — OTC 10-Year Interest Rate Swap	Pay		10.000	%		07/10/12	MSC		200,000		1,320		(55	)
Put — OTC 10-Year Interest Rate Swap	Pay		10.000	%		07/10/12	RBS		500,000		3,400		(137	)
Put — OTC 2-Year Interest Rate Swap	Pay		2.250	%		09/24/12	CIT		600,000		4,087		(4,009	)
Put — OTC 2-Year Interest Rate Swap	Pay		2.250	%		09/24/12	MSC		300,000		1,920		(2,005	)
Put — OTC 2-Year Interest Rate Swap	Pay		2.250	%		09/24/12	RBS		12,600,000		101,115		(84,197	)
										$	279,421	$	(161,173	)

Options on Exchange-Traded Futures Contracts

	Exercise		Expiration		Counter-	Number of
Description	Price		Date		party	Contracts		Premium		Value
Call — CME Eurodollar Futures (12/10)	$	99.50		12/13/10	CIT		5	$	1,206	$	(406	)
Put — CME Eurodollar Futures (12/10)		99.50		12/13/10	CIT		5		1,550		(2,156	)
								$	2,756	$	(2,562	)
Total Written Options								$	330,725	$	(214,757	)

(h)	Swap agreements outstanding as of September 30, 2010 were as follows:
	Credit Default Swaps on Corporate and Sovereign Issues — Buy Protection (1)

	Fixed Deal						Implied Credit							Upfront		Unrealized
	Pay			Expiration		Counter-	Spread at			Notional				Premiums Paid		Appreciation
Referenced Obligation	Rate			Date		party	09/30/10 (3)			Amount (4)		Value (5)		(Received)		(Depreciation)
New Albertsons Inc 7.250% due 05/01/13		(1.000	%)		03/20/11	DUB		1.937	%	$	500,000	$	5,354	$	5,035	$	319
Pulte Homes Inc 5.250% due 01/15/14		(1.000	%)		09/20/11	DUB		1.660	%		500,000		3,067		1,858		1,209
Starwood Hotels & Resorts Worldwide Inc 6.750% due 05/15/18		(1.000	%)		03/20/13	DUB		1.045	%		300,000		244		5,065		(4,821	)
												$	8,665	$	11,958	$	(3,293	)

See Notes to Financial Statements A-8 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL INFLATION MANAGED FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

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

	Fixed Deal						Implied Credit								Upfront			Unrealized
	Receive			Expiration		Counter-	Spread at			Notional					Premiums Paid			Appreciation
Referenced Obligation	Rate			Date		party	09/30/10 (3)			Amount (4)		Value (5)			(Received)			(Depreciation)
General Electric Capital Corp
5.625% due 09/15/17		1.000	%		03/20/11	MSC		1.112	%	$	1,600,000	$	(354	)	$	(13,157	)	$	12,803
ING Verzekeringen NV
4.000% due 09/18/13		1.400	%		06/20/11	DUB		1.657	%	EUR	300,000		(584	)		—			(584	)
Petrobras International
8.375% due 12/10/18		1.000	%		09/20/12	DUB		1.240	%	$	100,000		(441	)		(1,240	)		799
American International Group Inc
6.250% due 05/01/36		1.950	%		03/20/13	DUB		1.637	%		1,200,000		9,756			—			9,756
France Government
4.250% due 04/25/19		0.250	%		06/20/15	CIT		0.761	%		800,000		(18,599	)		(16,897	)		(1,702	)
Republic of Brazil
12.250% due 03/06/30		1.000	%		06/20/15	BRC		1.099	%		800,000		(3,370	)		(6,842	)		3,472
Republic of Italy
6.875% due 09/27/23		1.000	%		06/20/15	DUB		1.937	%		500,000		(20,265	)		(12,003	)		(8,262	)
United Kingdom GILT
4.250% due 06/07/32 ∆		1.000	%		06/20/15	GSC		0.610	%		1,600,000		29,087			17,606			11,481
Republic of Brazil
12.250% due 03/06/30		1.000	%		06/20/15	HSB		1.099	%		700,000		(2,948	)		(7,024	)		4,076
												$	(7,718	)	$	(39,557	)	$	31,839
Total Credit Default Swaps												$	947		$	(27,599	)	$	28,546

(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 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.
(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 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.
(3)	Implied credit spreads, represented in absolute terms, utilized in determining the value of credit default swap agreements on corporate issues or sovereign issues of an emerging country as of period end serve as an indicator of the current status of the payment/performance risk and represent the likelihood of risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. Wider credit spreads, in comparison to narrower credit spreads represent a deterioration of the referenced entity’s credit soundness and a greater likelihood of risk of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced entity or obligation.
(4)	The maximum potential amount the Fund could be required to make as a seller of credit protection or receive as a buyer of protection if a credit event occurs as defined under the terms of that particular swap agreement.
(5)	The quoted market prices and resulting values for credit default swap agreements on asset-backed securities and credit indices serve as an indicator of the current status of the payment/performance risk and represent the likelihood of an expected liability (or profit) for the credit derivative should the notional amount of the swap agreement been closed/sold as of the period end. Increasing values in absolute terms when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood of risk of default or other credit event occurring as defined under the terms of the agreement.

Interest Rate Swaps

													Upfront
													Premiums			Unrealized
	Counter-	Pay/Receive	Fixed			Expiration		Notional					Paid			Appreciation
Floating Rate Index	party	Floating Rate	Rate			Date		Amount		Value			(Received)			(Depreciation)
France CPI Excluding Tobacco	BRC	Pay		2.103	%		10/15/10	EUR	500,000	$	22,901		$	(416	)	$	23,317
France CPI Excluding Tobacco ∆	JPM	Pay		2.261	%		07/14/11		500,000		31,438			—			31,438
France CPI Excluding Tobacco	JPM	Pay		2.028	%		10/15/11		200,000		9,405			—			9,405
BRL — CDI Compounded	MSC	Pay		10.115	%		01/02/12	BRL	1,300,000		(25,269	)		(18,939	)		(6,330	)
BRL — CDI Compounded	BRC	Pay		10.680	%		01/02/12		800,000		(4,878	)		(6,967	)		2,089
BRL — CDI Compounded	HSB	Pay		11.140	%		01/02/12		500,000		5,238			1,918			3,320
BRL — CDI Compounded	MSC	Pay		11.290	%		01/02/12		200,000		(174	)		(212	)		38
BRL — CDI Compounded	HSB	Pay		11.360	%		01/02/12		6,500,000		60,145			3,554			56,591
BRL — CDI Compounded	GSC	Pay		11.670	%		01/02/12		200,000		3,410			1,619			1,791
BRL — CDI Compounded	HSB	Pay		14.765	%		01/02/12		2,300,000		133,939			15,333			118,606
BRL — CDI Compounded	MER	Pay		14.765	%		01/02/12		100,000		5,823			191			5,632
BRL — CDI Compounded	GSC	Pay		11.890	%		01/02/13		3,500,000		21,161			2,159			19,002
BRL — CDI Compounded	HSB	Pay		11.890	%		01/02/13		1,400,000		8,464			1,943			6,521
BRL — CDI Compounded	MSC	Pay		11.980	%		01/02/13		900,000		6,239			—			6,239
BRL — CDI Compounded	UBS	Pay		12.070	%		01/02/13		1,900,000		15,791			(6,688	)		22,479
BRL — CDI Compounded	BRC	Pay		12.285	%		01/02/13		800,000		8,883			2,511			6,372

See Notes to Financial Statements A-9 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL INFLATION MANAGED FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

												Upfront
												Premiums			Unrealized
	Counter-	Pay/Receive	Fixed			Expiration		Notional				Paid			Appreciation
Floating Rate Index	party	Floating Rate	Rate			Date		Amount		Value		(Received)			(Depreciation)
United Kingdom RPI Index ∆	RBS	Pay		3.440	%		09/14/12	GBP	300,000	$	768	$	—		$	768
United Kingdom RPI Index ∆	DUB	Pay		3.450	%		09/15/12		100,000		243		—			243
Total Interest Rate Swaps										$	303,527	$	(3,994	)	$	307,521
Total Swap Agreements										$	304,474	$	(31,593	)	$	336,067

(i)	As of September 30, 2010, securities with a total aggregate value of $164,137 and $17,700 in cash were fully or partially segregated with the broker(s)/custodian for open futures contracts.
(j)	Fair Value Measurements
	The following is a summary of the Fund’s holdings as categorized under the three-tier hierarchy of inputs used in valuing the Fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) as of September 30, 2010:

								Level 2			Level 3
		Total Value at			Level 1			Significant			Significant
		September 30, 2010			Quoted Price			Observable Inputs			Unobservable Inputs
Assets	Convertible Preferred Stocks (1)	$	100,600		$	100,600		$	—		$	—
	Corporate Bonds & Notes		27,605,882			—			27,605,882			—
	Mortgage-Backed Securities		9,807,993			—			9,807,993			—
	Asset-Backed Securities		5,115,585			—			3,285,296			1,830,289
	U.S. Treasury Obligations		174,826,876			—			174,826,876			—
	Foreign Government Bonds & Notes		4,194,758			—			4,194,758			—
	Municipal Bonds		139,600			—			139,600			—
	Short-Term Investment		544,646			544,646			—			—
	Derivatives (2)
	Credit Contracts		47,508			—			47,508			—
	Foreign Exchange Contracts		134,313			—			134,313			—
	Interest Rate Contracts		344,886			11,038			332,837			1,011
			526,707			11,038			514,658			1,011
			222,862,647			656,284			220,375,063			1,831,300
Liabilities	Derivatives (2)
	Credit Contracts		(53,344	)		—			(46,561	)		(6,783	)
	Foreign Exchange Contracts		(498,735	)		—			(498,735	)		—
	Interest Rate Contracts		(238,295	)		(2,562	)		(195,364	)		(40,369	)
			(790,374	)		(2,562	)		(740,660	)		(47,152	)
	Total	$	222,072,273		$	653,722		$	219,634,403		$	1,784,148

The following is a reconciliation of investments for significant unobservable inputs (Level 3) used in valuing the Fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) for the six month period ended September 30, 2010:

																				Change in Net
																				Unrealized
																				Appreciation
												Total Change								(Depreciation)
												in Net			Transfers					on Level 3
	Value,			Net			Accrued			Total Net		Unrealized			In and/					Holdings Held at
	Beginning			Purchases			Discounts			Realized Gains		Appreciation			or Out of		Value,			the End of Period,
	of Period			(Sales)			(Premiums)			(Losses)		(Depreciation)			Level 3		End of Period			if Applicable
Asset-Backed Securities	$	1,763,241		$	18,482		$	171	��	$	13,289	$	35,106		$	—	$	1,830,289		$	35,106
Derivatives (2)
Credit Contracts		—			(7,276	)		—			—		493			—		(6,783	)		493
Interest Rate Contracts		(12,183	)		(16,709	)		—			—		(10,466	)		—		(39,358	)		(10,466	)
Total	$	1,751,058		$	(5,503	)	$	171		$	13,289	$	25,133		$	—	$	1,784,148		$	25,133

(1)	For equity securities categorized in a single level, refer to the schedule of investments for further industry breakout.
(2)	Investments in derivatives include open futures contracts, swap contracts, written options, and forward foreign currency contracts.

See Notes to Financial Statements A-10 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments
September 30, 2010 (Unaudited)

	Shares		Value
CONVERTIBLE PREFERRED STOCKS — 1.0%
Financials — 1.0%
American International Group Inc 8.500%		8,300	$	71,297
Lehman Brothers Holdings Inc 8.750% Ω		1,500		390
Wells Fargo & Co 7.500%		3,000		3,018,000
				3,089,687
Total Convertible Preferred Stocks (Cost $3,661,903)				3,089,687
PREFERRED STOCKS — 0.0%
Financials — 0.0%
Fannie Mae *		8,000		3,480
Total Preferred Stocks (Cost $200,000)				3,480
	Principal
	Amount
CORPORATE BONDS & NOTES — 26.0%
Consumer Discretionary — 0.0%
General Motors Corp
8.375% due 07/05/33 Ω	EUR	200,000		88,611
Consumer Staples — 0.5%
Kraft Foods Inc
6.125% due 02/01/18	$	700,000		826,549
6.875% due 02/01/38		100,000		121,675
Reynolds American Inc
7.625% due 06/01/16		100,000		117,499
Wal-Mart Stores Inc
5.800% due 02/15/18		200,000		240,968
6.500% due 08/15/37		100,000		125,238
				1,431,929
Energy — 1.3%
Colorado Interstate Gas Co
6.800% due 11/15/15		200,000		236,757
Gaz Capital SA (Russia)
8.146% due 04/11/18 ~		500,000		587,500
9.250% due 04/23/19		500,000		625,000
NGPL PipeCo LLC
7.119% due 12/15/17 ~		500,000		543,268
Petrobras International Finance Co (Cayman)
5.875% due 03/01/18		400,000		446,424
Petroleos Mexicanos (Mexico)
5.500% due 01/21/21 ~		600,000		642,000
Ras Laffan Liquefied Natural Gas Co Ltd III
4.500% due 09/30/12 D		400,000		422,536
Shell International Finance BV (Netherlands)
5.500% due 03/25/40		100,000		114,887
The Williams Cos Inc
6.375% due 10/01/10 ~		100,000		100,000
TNK-BP Finance SA (Luxembourg)
7.250% due 02/02/20		200,000		219,250
				3,937,622
Financials — 21.0%
Ally Financial Inc
7.500% due 09/15/20 ~		200,000		214,000
American Express Bank FSB
5.500% due 04/16/13		600,000		653,607
American Express Centurion Bank
6.000% due 09/13/17		1,200,000		1,370,750
American General Finance Corp
4.125% due 11/29/13	EUR	1,000,000		1,157,488
American International Group Inc
5.850% due 01/16/18	$	800,000		832,000
ANZ National International Ltd (New Zealand)
6.200% due 07/19/13 ~		300,000		333,656
Banco Santander Chile (Chile)
1.771% due 04/20/12 § ~		400,000		400,006
Bank of America Corp
4.500% due 04/01/15		1,900,000		1,996,402
4.875% due 01/15/13		100,000		106,238
5.650% due 05/01/18		700,000		742,798
Bank of China Hong Kong Ltd (Hong Kong)
5.550% due 02/11/20 ~		100,000		105,791
Bank of Montreal (Canada)
2.850% due 06/09/15 ~		100,000		105,403
Barclays Bank PLC (United Kingdom)
5.000% due 09/22/16		100,000		109,612
5.450% due 09/12/12		800,000		866,427
6.050% due 12/04/17 ~		2,700,000		2,932,389
10.179% due 06/12/21 ~		720,000		961,878
BM&FBovespa SA (Brazil)
5.500% due 07/16/20 ~		100,000		106,958
Citigroup Capital XXI
8.300% due 12/21/77 §		2,000,000		2,110,000
Citigroup Inc
2.384% due 08/13/13 §		200,000		201,574
3.625% due 11/30/17 §	EUR	500,000		655,210
5.500% due 04/11/13	$	700,000		751,600
5.500% due 10/15/14		1,000,000		1,086,447
5.625% due 08/27/12		50,000		52,864
5.875% due 05/29/37		200,000		199,715
8.500% due 05/22/19		200,000		247,664
Commonwealth Bank of Australia (Australia)
0.948% due 07/12/13 § ~		1,600,000		1,604,459
Danske Bank AS (Denmark)
2.500% due 05/10/12 ~		200,000		204,981
Deutsche Bank AG (Germany)
6.000% due 09/01/17		900,000		1,039,015
Dexia Credit Local (France)
0.940% due 09/23/11 § ~		500,000		501,922
0.961% due 04/29/14 § ~		800,000		797,490
Ford Motor Credit Co LLC
7.250% due 10/25/11		100,000		105,001
7.800% due 06/01/12		900,000		957,586
General Electric Capital Corp
5.875% due 01/14/38		900,000		917,178
6.875% due 01/10/39		200,000		230,449
General Motors Acceptance Corp
6.625% due 05/15/12		300,000		308,990
6.875% due 09/15/11		1,400,000		1,450,750
7.000% due 02/01/12		600,000		621,147
8.300% due 02/12/15 ~		200,000		218,500
HCP Inc
5.950% due 09/15/11		700,000		727,782
ING Bank NV (Netherlands)
1.089% due 03/30/12 § ~		700,000		697,837
Intesa Sanpaolo (Italy)
2.375% due 12/21/12		1,400,000		1,402,591

See Notes to Financial Statements A-11 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

	Principal
	Amount		Value
JPMorgan Chase & Co
1.039% due 09/30/13 §	$	2,500,000	$	2,509,562
7.900% § ±		300,000		322,581
KeyBank NA
7.000% due 02/01/11		400,000		407,255
Keycorp
1.091% due 11/22/10 §	EUR	500,000		686,418
LeasePlan Corp NV (Netherlands)
3.125% due 02/10/12		300,000		419,302
Lehman Brothers Holdings Inc
2.851% due 12/23/08 § Ω	$	500,000		110,625
5.625% due 01/24/13 Ω		1,200,000		282,000
6.750% due 12/28/17 Ω		500,000		675
6.875% due 05/02/18 Ω		100,000		24,000
Lloyds TSB Bank PLC (United Kingdom)
12.000% § ~ ±		1,100,000		1,270,111
Macquarie Bank Ltd (Australia)
3.300% due 07/17/14 ~		5,300,000		5,654,570
Merrill Lynch & Co Inc
6.875% due 04/25/18		900,000		1,011,035
Metropolitan Life Global Funding I
5.125% due 04/10/13 ~		300,000		326,786
Morgan Stanley
0.590% due 04/19/12 §		100,000		98,426
5.950% due 12/28/17		1,900,000		2,043,946
Nationwide Building Society (United Kingdom)
6.250% due 02/25/20 ~		300,000		330,786
Nykredit Realkredit AS (Denmark)
2.292% due 04/01/38 §	DKK	747,248		136,347
2.292% due 10/01/38 §		897,789		163,979
Principal Life Income Funding Trusts
5.300% due 04/24/13	$	100,000		108,292
Qatari Diar Finance QSC (Qatar)
5.000% due 07/21/20 ~		200,000		210,771
Realkredit Danmark AS (Denmark)
2.450% due 01/01/38 §	DKK	3,211,439		586,410
Regions Bank/Birmingham AL
7.500% due 05/15/18	$	300,000		316,547
Regions Financial Corp
0.459% due 06/26/12 §		900,000		860,077
RZD Capital Ltd (Ireland)
5.739% due 04/03/17		500,000		528,375
Santander U.S. Debt SA Unipersonal (Spain)
1.089% due 03/30/12 § ~		1,500,000		1,479,809
SLM Corp
0.492% due 03/15/11 §		600,000		595,151
0.728% due 10/25/11 §		900,000		858,941
1.580% due 10/01/14 §		100,000		76,039
8.000% due 03/25/20		400,000		397,528
State Bank of India/London (India)
4.500% due 07/27/15 ~		1,000,000		1,047,999
Temasek Financial I Ltd (Singapore)
4.300% due 10/25/19 ~		300,000		326,031
The Bear Stearns Cos LLC
6.400% due 10/02/17		400,000		466,578
The Goldman Sachs Group Inc
0.604% due 02/06/12 §		200,000		198,797
6.250% due 09/01/17		1,100,000		1,234,677
6.750% due 10/01/37		1,200,000		1,251,251
The Royal Bank of Scotland Group PLC (United Kingdom)
0.784% due 04/08/11 § ~		400,000		400,331
2.625% due 05/11/12 ~		100,000		102,745
3.000% due 12/09/11 ~		800,000		821,511
3.950% due 09/21/15		400,000		404,761
7.640% § ±		500,000		373,750
TransCapitalInvest Ltd for OJSC AK Transneft (Ireland)
8.700% due 08/07/18 ~		100,000		123,274
UBS AG (Switzerland)
1.439% due 02/23/12 §		300,000		302,201
5.875% due 12/20/17		700,000		793,220
Wachovia Corp
0.656% due 08/01/13 §		300,000		295,995
0.656% due 10/15/11 §		800,000		800,911
Wells Fargo & Co
7.980% § ±		1,700,000		1,797,750
				62,644,281
Health Care — 0.4%
Roche Holdings Inc
7.000% due 03/01/39 ~		400,000		538,350
UnitedHealth Group Inc
6.000% due 02/15/18		400,000		467,644
6.875% due 02/15/38		100,000		120,052
				1,126,046
Industrials — 1.5%
International Lease Finance Corp
0.877% due 07/13/12 §		2,682,000		2,482,172
1.274% due 08/15/11 §	EUR	400,000		526,190
4.950% due 02/01/11	$	1,000,000		1,005,000
5.300% due 05/01/12		300,000		302,250
Noble Group Ltd (Bermuda)
6.750% due 01/29/20 ~		200,000		216,152
				4,531,764
Materials — 0.4%
Codelco Inc (Chile)
6.150% due 10/24/36 ~		200,000		238,553
Gerdau Holdings Inc (Brazil)
7.000% due 01/20/20 ~		400,000		449,000
Vale Overseas Ltd (Cayman)
6.250% due 01/23/17		200,000		229,409
6.875% due 11/10/39		100,000		115,081
				1,032,043
Telecommunication Services — 0.5%
AT&T Inc
6.300% due 01/15/38		200,000		226,611
Verizon Wireless Capital LLC
5.250% due 02/01/12		1,300,000		1,376,934
				1,603,545
Utilities — 0.4%
Electricite de France (France)
5.500% due 01/26/14 ~		200,000		225,895
6.500% due 01/26/19 ~		200,000		244,633
6.950% due 01/26/39 ~		200,000		261,841
Entergy Corp
3.625% due 09/15/15		500,000		505,641
				1,238,010
Total Corporate Bonds & Notes (Cost $73,355,169)				77,633,851
CONVERTIBLE CORPORATE BONDS — 0.5%
Energy — 0.5%
Transocean Inc (Switzerland)
1.500% due 12/15/37		1,400,000		1,377,250
Total Convertible Corporate Bonds (Cost $1,301,229)				1,377,250

See Notes to Financial Statements A-12 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

	Principal
	Amount		Value
MORTGAGE-BACKED SECURITIES — 31.9%
Collateralized Mortgage Obligations — Commercial — 2.1%
Bear Stearns Commercial Mortgage Securities
5.471% due 01/12/45 “ §	$	100,000	$	109,589
5.700% due 06/13/50 “		200,000		215,561
Commercial Mortgage Pass-Through Certificates
5.306% due 12/10/46 “		200,000		208,273
Credit Suisse Mortgage Capital Certificates
5.467% due 09/15/39 “		900,000		948,669
5.846% due 03/15/39 “ §		100,000		106,185
Greenwich Capital Commercial Funding Corp
5.444% due 03/10/39 “		400,000		422,319
LB-UBS Commercial Mortgage Trust
5.866% due 09/15/45 “ §		600,000		635,850
Merrill Lynch-Floating Trust
0.796% due 07/09/21 “ § ~		499,897		465,335
Merrill Lynch/Countrywide Commercial Mortgage Trust
5.700% due 06/13/50 “		500,000		524,675
Morgan Stanley Capital I
5.731% due 07/12/44 “ §		1,700,000		1,881,574
Wachovia Bank Commercial Mortgage Trust
0.347% due 09/15/21 “ § ~		306,769		284,980
5.342% due 12/15/43 “		600,000		590,004
				6,393,014
Collateralized Mortgage Obligations — Residential — 4.8%
Adjustable Rate Mortgage Trust
3.113% due 05/25/35 “ §		26,132		25,961
Arran Residential Mortgages Funding (United Kingdom)
2.403% due 05/16/47 “ § ~	EUR	1,000,000		1,361,419
Banc of America Funding Corp
2.893% due 05/25/35 “ §	$	178,111		177,403
Banc of America Mortgage Securities Inc
2.924% due 07/25/33 “ §		84,749		82,626
5.000% due 05/25/34 “		38,345		39,298
Bear Stearns Adjustable Rate Mortgage Trust
2.550% due 10/25/35 “ §		463,521		409,970
2.560% due 08/25/35 “ §		76,779		72,833
2.775% due 08/25/33 “ §		190,093		185,176
2.934% due 03/25/35 “ §		167,149		160,620
Bear Stearns Alt-A Trust
2.848% due 05/25/35 “ §		67,488		52,987
2.984% due 09/25/35 “ §		81,254		61,770
5.386% due 11/25/36 “ §		107,050		66,547
Chevy Chase Mortgage Funding Corp
0.506% due 08/25/35 “ § ~		87,382		54,381
Citigroup Mortgage Loan Trust Inc
2.560% due 08/25/35 “ §		91,878		85,796
2.650% due 12/25/35 “ §		150,321		145,100
Countrywide Alternative Loan Trust
3.834% due 06/25/37 “ §		421,221		263,490
Countrywide Home Loan Mortgage Pass-Through Trust
0.576% due 03/25/35 “ §		39,656		25,144
0.596% due 06/25/35 “ § ~		187,579		160,114
Credit Suisse First Boston Mortgage Securities Corp
0.962% due 03/25/32 “ § ~		7,114		5,986
6.000% due 11/25/35 “		144,810		122,014
Downey Saving and Loan Association Mortgage Loan Trust
0.437% due 04/19/48 “ §		603,651		243,207
Fannie Mae
0.456% due 10/27/37 “ §		3,400,000		3,394,839
0.566% due 04/25/37 “ §		223,478		223,254
0.706% due 09/25/35 “ §		396,270		396,248
1.625% due 11/25/23 “ §		364,680		367,195
4.250% due 07/25/17 “		151,408		156,484
4.500% due 04/25/17 — 10/25/17 “		261,036		269,562
5.000% due 01/25/17 “		71,557		72,450
6.000% due 03/25/31 “		962,225		985,310
Freddie Mac
1.586% due 10/25/44 “ §		58,863		61,181
1.786% due 07/25/44 “ §		313,632		314,550
4.500% due 06/15/17 — 10/15/19 “		236,115		240,388
5.000% due 04/15/18 — 04/15/30 “		637,953		650,115
5.500% due 03/15/17 “		24,608		25,330
8.000% due 04/15/30 “		365,592		435,058
GMAC Mortgage Corp Loan Trust
5.500% due 09/25/34 “		14,333		14,607
Harborview Mortgage Loan Trust
0.427% due 12/19/36 “ §		818,535		523,903
0.447% due 01/19/38 “ §		251,775		158,120
0.477% due 05/19/35 “ §		43,774		27,458
JPMorgan Mortgage Trust
5.022% due 02/25/35 “ §		69,935		70,932
5.750% due 01/25/36 “		100,447		90,895
Mellon Residential Funding Corp
0.737% due 06/15/30 “ §		14,329		13,973
Merrill Lynch Mortgage Investors Inc
0.466% due 02/25/36 “ §		55,430		43,240
Residential Accredit Loans Inc
0.436% due 06/25/46 “ §		118,687		47,458
6.000% due 06/25/36 “		366,848		237,934
Residential Asset Securitization Trust
0.656% due 05/25/33 “ §		23,839		20,805
Structured Asset Mortgage Investments Inc
0.476% due 05/25/36 “ §		258,838		147,474
Structured Asset Securities Corp
2.640% due 08/25/32 “ §		29,477		28,783
2.841% due 10/25/35 “ § ~		98,263		79,147
Washington Mutual Mortgage Pass-Through Certificates
0.566% due 01/25/45 “ §		34,070		28,509
0.576% due 01/25/45 “ §		34,545		28,370
0.796% due 12/25/27 “ §		90,809		81,868
1.770% due 08/25/42 “ §		5,892		5,223
3.003% due 02/27/34 “ §		11,720		11,675
3.253% due 09/25/46 “ §		119,796		86,970
5.777% due 02/25/37 “ §		600,000		508,774
Washington Mutual Pass-Through Certificates (IO) ~
0.000% due 12/25/27 “ §		92,321		5,078
Wells Fargo Mortgage-Backed Securities Trust
2.883% due 12/25/34 “ §		163,744		160,247
2.889% due 07/25/35 “ §		54,706		54,723
3.424% due 04/25/36 “ §		177,454		168,893
4.500% due 11/25/18 “		106,428		108,309
5.300% due 08/25/36 “ §		35,871		35,569
				14,182,743
Fannie Mae — 20.4%
1.586% due 10/01/44 “ §		56,471		56,746
2.521% due 09/01/35 “ §		227,938		238,371
2.753% due 11/01/34 “ §		211,505		220,048
3.268% due 11/01/32 “ §		220,248		230,962
3.359% due 12/01/35 “ §		68,147		71,393
4.000% due 10/13/40 — 11/10/40 “		2,000,000		2,052,812
4.500% due 11/01/39 — 10/13/40 “		32,000,011		33,331,343
4.656% due 12/01/36 “ §		24,948		26,047
5.000% due 03/01/35 — 10/13/40 “		3,702,210		3,903,291
5.500% due 12/01/20 — 10/13/40 “		12,051,903		12,890,021
6.000% due 09/01/22 — 10/13/40 “		7,121,958		7,685,108
6.500% due 03/01/17 “		56,939		61,851
				60,767,993

See Notes to Financial Statements A-13 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

	Principal
	Amount		Value
Freddie Mac — 4.0%
2.635% due 06/01/35 “ §	$	371,621	$	388,794
2.658% due 11/01/31 “ §		8,659		9,009
2.669% due 04/01/32 “ §		29,039		30,332
4.500% due 10/13/40 “		1,000,000		1,039,844
4.755% due 09/01/35 “ §		221,912		231,034
4.946% due 09/01/35 “ §		27,583		28,700
5.500% due 03/01/23 — 10/13/40 “		9,518,581		10,098,114
6.000% due 12/01/22 — 03/01/23 “		164,204		179,725
				12,005,552
Government National Mortgage Association — 0.6%
6.500% due 11/15/36 -10/15/38 “		1,690,923		1,863,027
Total Mortgage-Backed Securities (Cost $94,806,405)				95,212,329
ASSET-BACKED SECURITIES — 0.3%
Ally Auto Receivables Trust
1.320% due 03/15/12 “ ~		123,184		123,537
Asset Backed Funding Certificates
0.606% due 06/25/34 “ §		138,554		107,699
Bear Stearns Asset Backed Securities Trust
3.502% due 10/25/36 “ §		197,694		149,435
Carrington Mortgage Loan Trust
0.416% due 01/25/36 “ §		53,166		52,977
Long Beach Mortgage Loan Trust
0.536% due 10/25/34 “ §		18,554		15,809
Park Place Securities Inc
0.516% due 09/25/35 “ §		138,718		126,325
SBI Heloc Trust
0.426% due 08/25/36 “ § ~		8,434		8,383
Securitized Asset-Backed Receivables LLC Trust
0.386% due 05/25/37 “ §		198,033		150,955
SLM Student Loan Trust
0.498% due 10/25/16 “ §		89,055		89,032
Small Business Administration
4.754% due 08/10/14 “		51,490		54,902
Structured Asset Securities Corp
0.306% due 10/25/36 “ §		21,599		21,463
Total Asset-Backed Securities (Cost $1,037,387)				900,517
U.S. GOVERNMENT AGENCY ISSUES — 1.3%
Fannie Mae
1.125% due 09/30/13		1,700,000		1,714,047
4.625% due 10/15/13		1,800,000		2,003,461
Total U.S. Government Agency Issues (Cost $3,696,547)				3,717,508
U.S. TREASURY OBLIGATIONS — 34.5%
U.S. Treasury Inflation Protected Securities — 1.5%
1.250% due 07/15/20 ^		99,965		105,065
2.000% due 01/15/26 ^		1,757,456		1,932,927
2.375% due 01/15/25 ^		2,081,826		2,393,775
2.500% due 01/15/29 ^		101,542		119,820
				4,551,587
U.S. Treasury Notes — 33.0%
0.375% due 08/31/12		5,400,000		5,396,414
0.625% due 06/30/12		1,000,000		1,004,217
0.625% due 07/31/12		8,200,000		8,235,563
1.250% due 08/31/15		700,000		700,109
1.750% due 07/31/15		1,900,000		1,946,468
1.875% due 06/30/15		10,500,000		10,824,030
1.875% due 08/31/17		600,000		599,719
1.875% due 09/30/17		3,500,000		3,491,934
2.125% due 05/31/15		6,900,000		7,196,472
2.375% due 07/31/17		9,800,000		10,126,154
2.500% due 04/30/15		4,700,000		4,984,204
2.500% due 06/30/17 ‡		20,000,000		20,840,620
2.750% due 11/30/16		2,200,000		2,338,532
2.750% due 05/31/17		5,900,000		6,243,858
3.000% due 02/28/17		2,600,000		2,797,236
3.125% due 10/31/16		100,000		108,578
3.125% due 01/31/17		800,000		867,188
3.125% due 04/30/17		3,200,000		3,464,250
3.250% due 12/31/16		900,000		982,687
3.250% due 03/31/17		4,600,000		5,017,593
3.375% due 11/15/19		200,000		215,531
9.250% due 02/15/16		400,000		563,281
9.875% due 11/15/15		200,000		285,000
				98,229,638
Total U.S. Treasury Obligations (Cost $99,658,602)				102,781,225
FOREIGN GOVERNMENT BONDS & NOTES — 1.4%
Banco Nacional de Desenvolvimento Economico e Social
4.125% due 09/15/17 ~ D	EUR	100,000		137,003
Canada Housing Trust No 1 (Canada)
3.350% due 12/15/20 ~	CAD	700,000		692,271
Canadian Government Bond (Canada)
2.000% due 12/01/14		500,000		489,343
2.500% due 09/01/13		600,000		598,758
Export-Import Bank of Korea (South Korea)
0.510% due 10/04/11 § ~	$	800,000		800,915
5.125% due 06/29/20		100,000		108,077
Province of Ontario Canada (Canada)
4.600% due 06/02/39	CAD	100,000		103,436
4.700% due 06/02/37		400,000		417,316
Republic of Panama (Panama)
9.375% due 04/01/29	$	40,000		60,800
Societe de Financement de l’Economie Francaise (France)
2.125% due 05/20/12	EUR	300,000		415,540
3.375% due 05/05/14 ~	$	200,000		215,357
United Mexican States (Mexico)
5.950% due 03/19/19		100,000		117,850
6.050% due 01/11/40		100,000		115,000
Total Foreign Government Bonds & Notes (Cost $4,125,558)				4,271,666
MUNICIPAL BONDS — 3.1%
Buckeye Tobacco Settlement Financing Authority OH ‘A2’
5.875% due 06/01/47		1,100,000		806,300
City of North Las Vegas NV Build America Bonds
6.572% due 06/01/40		900,000		946,602

See Notes to Financial Statements A-14 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

	Principal
	Amount		Value
Clark County NV Airport ‘C’
6.820% due 07/01/45	$	200,000	$	221,990
Los Angeles Unified School District CA ‘A1’
4.500% due 01/01/28		400,000		405,548
North Carolina Turnpike Authority ‘B’
6.700% due 01/01/39		100,000		108,612
Southern California Public Power Authority Build America Bonds
5.943% due 07/01/40		1,600,000		1,651,920
State of California
5.650% due 04/01/39 §		100,000		107,756
7.500% due 04/01/34		100,000		108,898
7.550% due 04/01/39		100,000		108,851
State of Illinois
4.071% due 01/01/14		200,000		207,372
Tobacco Securitization Authority of Southern California ‘A1’
5.000% due 06/01/37		800,000		615,752
Tobacco Settlement Finance Authority of WV ‘A’
7.467% due 06/01/47		850,000		660,237
University of Arizona
6.423% due 08/01/35		2,700,000		2,777,490
University of California
6.270% due 05/15/31		500,000		523,645
Total Municipal Bonds (Cost $9,395,619)				9,250,973
SHORT-TERM INVESTMENTS — 17.9%
U.S. Government Agency Issues — 5.7%
Fannie Mae
0.240% due 10/13/10		4,000,000		3,999,827
0.240% due 11/08/10		13,000,000		12,998,353
				16,998,180
U.S. Treasury Bills — 0.0%
0.266% due 10/21/10 ‡		80,000		79,994
Repurchase Agreements — 11.8%
Barclays PLC 0.190% due 10/01/10 (Dated 09/30/10, repurchase price of $29,800,157; collateralized by U.S. Treasury Bonds: 4.500% due 08/15/39 and value $30,421,698)		29,800,000		29,800,000
Credit Suisse Group AG 0.170% due 10/06/10 (Dated 09/28/10, repurchase price of $4,000,151; collateralized by U.S. Treasury Notes: 3.125% due 08/31/13 and value $4,093,579)		4,000,000		4,000,000
Credit Suisse Group AG 0.200% due 10/01/10 (Dated 09/30/10, repurchase price of $1,500,008; collateralized by U.S. Treasury Notes: 0.375% due 09/30/12 and value $1,535,559)		1,500,000		1,500,000
				35,300,000
	Shares
Money Market Fund — 0.4%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		1,055,520		1,055,520
Total Short-Term Investments (Cost $53,431,901)				53,433,694
TOTAL INVESTMENTS — 117.9% (Cost $344,670,320)				351,672,180
OTHER ASSETS & LIABILITIES, NET — (17.9%)				(53,366,866	)
NET ASSETS — 100.0%			$	298,305,314

Notes to Schedule of Investments

(a) As of September 30, 2010, the Fund was diversified as a percentage of net assets as follows:

U.S. Treasury Obligations	34.5	%
Mortgage-Backed Securities	31.9	%
Corporate Bonds & Notes	26.0	%
Short-Term Investments	17.9	%
Municipal Bonds	3.1	%
Foreign Government Bonds & Notes	1.4	%
U.S. Government Agency Issues	1.3	%
Equity Securities	1.0	%
Convertible Corporate Bonds	0.5	%
Asset-Backed Securities	0.3	%
	117.9	%
Other Assets & Liabilities, Net	(17.9	%)
	100.0	%

(b) As of September 30, 2010, the Fund’s Standard & Poor’s quality ratings on its investments as a percentage of total fixed income were as follows:

AAA / U.S. Government & Agency Issues	71.3	%
AA	4.5	%
A	9.8	%
BBB	5.7	%
BB	2.3	%
B	1.6	%
CCC	0.6	%
C	0.1	%
D	0.1	%
Not Rated	4.0	%
	100.0	%

(c)	Short-term securities reflect either the stated coupon rate or the annualized effective yield on the date of purchase for discounted securities.
(d)	Securities with a total aggregate value of $506,301 or 0.2% of the net assets were in default as of September 30, 2010.
(e)	As of September 30, 2010, 0.4% of the Fund’s net assets were reported illiquid by the portfolio manager under the Trust’s policy.

See Notes to Financial Statements A-15 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

(f) Open futures contracts outstanding as of September 30, 2010 were as follows:

	Number of		Notional		Unrealized
Long Futures Outstanding	Contracts		Amount		Appreciation
Eurodollar (12/10)		120	$	120,000,000	$	166,125
Eurodollar (03/11)		112		112,000,000		79,500
Eurodollar (06/11)		51		51,000,000		33,675
Eurodollar (09/11)		21		21,000,000		12,075
Eurodollar (12/11)		12		12,000,000		7,150
Eurodollar (03/12)		12		12,000,000		8,750
Eurodollar (06/12)		12		12,000,000		10,200
U.S. Treasury 5-Year Notes (12/10)		19		1,900,000		25,086
					$	342,561

(g) Forward foreign currency contracts outstanding as of September 30, 2010 were as follows:

		Principal
Contracts		Amount				Unrealized
to Buy or		Covered by				Appreciation
to Sell	Currency	Contracts		Expiration	Counterparty	(Depreciation)
Buy	AUD		1,185,000	10/10	RBS	$	91,484
Buy	AUD		77,000	10/10	UBS		448
Buy	BRL		711,000	10/10	DUB		19,850
Buy	BRL		3,406,200	10/10	HSB		111,385
Buy	BRL		2,539,292	10/10	JPM		86,004
Buy	BRL		355,700	10/10	MSC		10,043
Buy	BRL		176,800	10/10	RBC		4,402
Buy	BRL		1,606,410	10/10	RBS		48,596
Sell	BRL		7,373,082	10/10	HSB		(188,480	)
Sell	BRL		1,422,320	10/10	MSC		(40,834	)
Buy	BRL		7,812,597	12/10	HSB		194,873
Buy	BRL		1,422,320	12/10	MSC		40,060
Buy	BRL		173,310	12/10	RBS		1,058
Buy	BRL		92,975	09/11	MSC		752
Buy	CAD		103,223	10/10	BNP		324
Buy	CAD		103,000	11/10	CIT		270
Buy	CAD		103,000	11/10	CIT		(279	)
Buy	CAD		1,230,000	11/10	DUB		(1,344	)
Buy	CAD		308,000	11/10	JPM		(607	)
Sell	CAD		698,000	11/10	CSF		(14,664	)
Sell	CAD		528,000	11/10	MSC		(10,871	)
Sell	CAD		184,000	11/10	RBS		1,105
Buy	CNY		205,638	11/10	BRC		(245	)
Buy	CNY		331,675	11/10	CIT		(403	)
Buy	CNY		846,372	11/10	DUB		(1,181	)
Buy	CNY		330,850	11/10	MSC		(526	)
Buy	CNY		4,516,754	04/11	BRC		(3,921	)
Buy	CNY		2,732,816	04/11	DUB		3,232
Buy	CNY		1,972,760	04/11	HSB		(1,839	)
Buy	CNY		1,000,375	04/11	MSC		(818	)
Sell	DKK		4,741,000	11/10	CIT		(34,651	)
Sell	EUR		3,856,000	10/10	BRC		(312,321	)
Buy	EUR		967,000	11/10	DUB		79,328
Sell	EUR		126,000	11/10	BRC		(9,386	)
Sell	EUR		1,000,000	11/10	UBS		(15,395	)
Buy	GBP		100,000	10/10	CIT		(806	)
Buy	GBP		300,000	10/10	HSB		(2,656	)
Buy	GBP		400,000	12/10	CIT		1,410
Buy	GBP		106,000	12/10	RBS		(780	)
Sell	GBP		500,000	12/10	UBS		(6,090	)
Buy	IDR		1,717,873,000	10/10	CIT		22,248
Buy	IDR		203,400,000	10/10	RBS		2,763
Buy	IDR		397,332,000	10/10	UBS		4,466
Sell	IDR		696,605,000	10/10	BRC		(87	)
Sell	IDR		714,200,000	10/10	CIT		(323	)
Sell	IDR		907,800,000	10/10	HSB		(245	)
Buy	IDR		902,000,000	11/10	BRC		81
Buy	IDR		896,500,000	11/10	BRC		(529	)
Buy	IDR		901,500,000	11/10	HSB		26
Buy	IDR		367,720,000	04/11	CIT		(185	)
Buy	IDR		976,805,000	07/11	BRC		(1,580	)

See Notes to Financial Statements A-16 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

		Principal
Contracts		Amount				Unrealized
to Buy or		Covered by				Appreciation
to Sell	Currency	Contracts		Expiration	Counterparty	(Depreciation)
Buy	IDR		476,900,000	07/11	CIT	$	703
Buy	IDR		714,200,000	07/11	CIT		(889	)
Buy	IDR		948,750,000	07/11	HSB		868
Buy	IDR		1,186,800,000	07/11	HSB		(1,681	)
Buy	IDR		283,200,000	07/11	JPM		109
Buy	IDR		189,000,000	07/11	RBS		94
Buy	INR		4,658,000	11/10	BRC		2,838
Buy	INR		4,523,000	11/10	BRC		(142	)
Sell	JPY		276,566,000	11/10	MSC		(27,715	)
Buy	KRW		10,210,000	11/10	BRC		217
Buy	KRW		214,960,961	11/10	CIT		3,395
Buy	KRW		101,724,000	11/10	DUB		2,402
Buy	KRW		23,460,000	11/10	GSC		537
Buy	KRW		215,300,500	11/10	JPM		3,746
Buy	KRW		41,839,600	11/10	JPM		(374	)
Buy	KRW		262,677,000	11/10	MSC		6,524
Buy	KRW		138,965,400	11/10	MSC		(1,351	)
Buy	KRW		116,150,000	11/10	RBS		1,677
Sell	KRW		65,202,211	11/10	BRC		(3,248	)
Sell	KRW		435,830,000	11/10	CIT		(27,573	)
Sell	KRW		150,350,000	11/10	JPM		(10,003	)
Sell	KRW		29,300,000	11/10	RBS		(1,586	)
Buy	KRW		345,428,000	01/11	MSC		1,516
Buy	KRW		113,910,000	01/11	MSC		(571	)
Buy	MXN		9,926,598	02/11	BRC		5,627
Buy	MXN		3,806,350	02/11	MSC		(2,153	)
Buy	MYR		390,167	10/10	BRC		11,327
Buy	MYR		465,638	10/10	CIT		12,484
Buy	MYR		186,000	10/10	DUB		2,972
Sell	MYR		160,000	10/10	BRC		(15	)
Buy	MYR		160,000	02/11	BRC		(116	)
Buy	MYR		310,000	02/11	HSB		(441	)
Buy	PHP		2,223,000	11/10	BRC		2,573
Buy	PHP		7,172,000	11/10	CIT		7,765
Buy	PHP		8,804,000	11/10	CIT		(352	)
Buy	PHP		2,130,000	11/10	DUB		2,515
Buy	PHP		8,972,000	06/11	JPM		(822	)
Buy	SGD		132,160	03/11	CIT		493
Buy	SGD		131,906	03/11	HSB		300
Buy	TRY		151,500	01/11	CIT		2,583
Buy	TRY		147,550	01/11	HSB		(91	)
Buy	TRY		302,380	01/11	JPM		4,747
Buy	TWD		231,000	10/10	BRC		9
Buy	TWD		2,692,215	10/10	BRC		(812	)
Buy	TWD		638,000	10/10	CIT		87
Buy	TWD		46,245	10/10	CIT		(7	)
Buy	TWD		2,262,270	10/10	DUB		(577	)
Buy	TWD		104,455	01/11	DUB		31
Buy	TWD		344,000	01/11	DUB		(89	)
Buy	TWD		274,000	01/11	JPM		110
Buy	TWD		423,000	01/11	MSC		103
Buy	TWD		229,000	01/11	UBS		118
Buy	ZAR		718,750	10/10	BRC		2,646
Buy	ZAR		733,010	10/10	HSB		4,683
Buy	ZAR		723,080	10/10	JPM		3,264
Buy	ZAR		731,575	10/10	MSC		4,478
Buy	ZAR		2,164,794	10/10	UBS		9,158
Buy	ZAR		760,150	09/11	BRC		3,342
						$	98,595

See Notes to Financial Statements A-17 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

(h) Transactions in written options for the six-month period ended September 30, 2010 were as follows:

	Number of			Notional Amount
	Contracts			in $			Premium
Outstanding, March 31, 2010		401			86,200,000		$	836,411
Call Options Written		45			22,600,000			125,943
Put Options Written		43			69,700,000			676,535
Call Options Closed		(30	)		(6,600,000	)		(42,314	)
Call Options Expired		(100	)		(34,400,000	)		(237,315	)
Put Options Expired		(359	)		(54,800,000	)		(634,055	)
Outstanding, September 30, 2010		—			82,700,000		$	725,205

(i) Premiums received and value of written options outstanding as of September 30, 2010 were as follows:

Inflation Floor/Cap Options

	Strike		Exercise	Expiration	Counter-	Notional
Description	Index		Index	Date	party	Amount		Premium		Value
Floor — OTC U.S. CPI Urban Consumers NSA		215.95	Maximum of ((1+0.00%)10 -
			Inflation Adjustment) or $0	03/12/20	CIT	$	1,200,000	$	10,320	$	(15,005	)
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		(7,740	)
								$	18,060	$	(22,745	)

Interest Rate Swaptions

	Pay/Receive
	Floating Rate
	Based on 3-Month	Exercise			Expiration		Counter-	Notional
Description	USD-LIBOR	Rate			Date		party	Amount		Premium		Value
Call — OTC 5-Year Interest Rate Swap	Receive		1.450	%		10/29/10	CIT	$	600,000	$	900	$	(1,111	)
Call — OTC 5-Year Interest Rate Swap	Receive		1.450	%		10/29/10	DUB		2,500,000		3,598		(4,628	)
Call — OTC 5-Year Interest Rate Swap	Receive		1.450	%		10/29/10	MSC		2,600,000		5,460		(4,813	)
Put — OTC 5-Year Interest Rate Swap	Pay		1.950	%		10/29/10	CIT		1,500,000		7,425		(289	)
Put — OTC 5-Year Interest Rate Swap	Pay		1.950	%		10/29/10	MSC		2,600,000		9,360		(500	)
Call — OTC 10-Year Interest Rate Swap	Receive		3.250	%		10/29/10	MSC		2,100,000		14,070		(123,497	)
Call — OTC 10-Year Interest Rate Swap	Receive		3.250	%		10/29/10	RBS		4,900,000		24,010		(288,159	)
Put — OTC 10-Year Interest Rate Swap	Pay		5.000	%		10/29/10	MSC		2,100,000		16,800		—
Put — OTC 10-Year Interest Rate Swap	Pay		5.000	%		10/29/10	RBS		4,900,000		48,510		—
Put — OTC 5-Year Interest Rate Swap	Pay		4.000	%		12/01/10	RBS		1,500,000		9,675		—
Call — OTC 5-Year Interest Rate Swap	Receive		1.500	%		12/13/10	MSC		2,100,000		5,827		(9,222	)
Put — OTC 5-Year Interest Rate Swap	Pay		2.100	%		12/13/10	MSC		2,100,000		9,450		(2,774	)
Put — OTC 10-Year Interest Rate Swap	Pay		4.000	%		06/13/11	BRC		400,000		5,620		(2,279	)
Put — OTC 10-Year Interest Rate Swap	Pay		4.000	%		06/13/11	DUB		1,600,000		21,840		(9,114	)
Put — OTC 10-Year Interest Rate Swap	Pay		4.000	%		06/13/11	RBS		900,000		12,721		(5,127	)
Put — OTC 3-Year Interest Rate Swap	Pay		2.750	%		06/18/12	DUB		6,200,000		64,360		(41,175	)
Put — OTC 3-Year Interest Rate Swap	Pay		2.750	%		06/18/12	RBS		4,400,000		43,120		(29,221	)
Put — OTC 3-Year Interest Rate Swap	Pay		3.000	%		06/18/12	BRC		4,300,000		38,951		(23,038	)
Put — OTC 3-Year Interest Rate Swap	Pay		3.000	%		06/18/12	CIT		3,100,000		34,590		(16,609	)
Put — OTC 3-Year Interest Rate Swap	Pay		3.000	%		06/18/12	DUB		1,900,000		21,236		(10,180	)
Put — OTC 3-Year Interest Rate Swap	Pay		3.000	%		06/18/12	RBS		6,600,000		55,422		(35,360	)
Put — OTC 10-Year Interest Rate Swap	Pay		10.000	%		07/10/12	MSC		1,200,000		7,230		(328	)
Put — OTC 5-Year Interest Rate Swap	Pay		3.250	%		07/16/12	CIT		3,800,000		93,949		(54,025	)
Put — OTC 5-Year Interest Rate Swap	Pay		3.250	%		07/16/12	RBS		1,200,000		30,132		(17,061	)
Put — OTC 2-Year Interest Rate Swap	Pay		2.250	%		09/24/12	CIT		700,000		4,769		(4,678	)
Put — OTC 2-Year Interest Rate Swap	Pay		2.250	%		09/24/12	MSC		900,000		5,760		(6,014	)
Put — OTC 2-Year Interest Rate Swap	Pay		2.250	%		09/24/12	RBS		14,200,000		112,360		(94,888	)
										$	707,145	$	(784,090	)
Total Written Options										$	725,205	$	(806,835	)

See Notes to Financial Statements A-18 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

(j) Swap agreements outstanding as of September 30, 2010 were as follows:

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

Upfront

Fixed Deal

Implied Credit

Premiums

Pay

Expiration

Counter-

Spread at

Notional

Paid

Unrealized

Referenced Obligation

Rate

Date

party

09/30/10 (3)

Amount (4)

Value (5)

(Received)

Appreciation

Health Care Properties 5.950% due 09/15/11

(0.460%)

09/20/11

JPM

1.132%

$

700,000

$

4,488

$

—

$

4,488

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

															Upfront
	Fixed Deal						Implied Credit								Premiums			Unrealized
	Receive			Expiration		Counter-	Spread at			Notional					Paid			Appreciation
Referenced Obligation	Rate			Date		party	09/30/10 (3)			Amount (4)		Value (5)			(Received)			(Depreciation)
General Electric Capital Corp 6.000% due 06/15/12		1.500	%		09/20/11	DUB		1.228	%	$	100,000	$	311		$	—		$	311
General Electric Capital Corp 5.625% due 09/15/17		4.000	%		12/20/13	CIT		1.681	%		200,000		14,635			—			14,635
General Electric Capital Corp 5.625% due 09/15/17		4.230	%		12/20/13	DUB		1.681	%		200,000		16,077			—			16,077
General Electric Capital Corp 5.625% due 09/15/17		4.325	%		12/20/13	CIT		1.681	%		200,000		16,672			—			16,672
General Electric Capital Corp 6.000% due 06/15/12		4.400	%		12/20/13	BRC		1.681	%		200,000		17,161			—			17,161
General Electric Capital Corp 6.000% due 06/15/12		4.500	%		12/20/13	BRC		1.681	%		300,000		26,655			—			26,655
General Electric Capital Corp 6.000% due 06/15/12		4.700	%		12/20/13	BRC		1.681	%		400,000		38,046			—			38,046
General Electric Capital Corp 5.625% due 09/15/17		4.750	%		12/20/13	DUB		1.681	%		400,000		38,673			—			38,673
American International Group 6.250% due 05/01/36		5.000	%		12/20/13	DUB		1.855	%		500,000		49,315			(46,250	)		95,565
United Mexican States 7.500% due 04/08/33		1.000	%		03/20/15	BRC		1.121	%		400,000		(1,976	)		(8,999	)		7,023
United Mexican States 7.500% due 04/08/33		1.000	%		03/20/15	CIT		1.121	%		400,000		(1,976	)		(9,184	)		7,208
Japanese Government Bond 2.000% due 03/21/22 D		1.000	%		03/20/15	DUB		0.500	%		1,000,000		22,267			11,616			10,651
United Mexican States 7.500% due 04/08/33		1.000	%		03/20/15	DUB		1.121	%		200,000		(988	)		(4,592	)		3,604
Brazil Government 12.250% due 03/06/30		1.000	%		06/20/15	DUB		1.099	%		1,000,000		(4,267	)		(10,975	)		6,708
United Kingdom GILT 4.250% due 06/07/32 D		1.000	%		06/20/15	GSC		0.610	%		1,100,000		19,997			10,163			9,834
Brazil Government 12.250% due 03/06/30		1.000	%		06/20/15	HSB		1.099	%		1,000,000		(3,582	)		(10,975	)		7,393
Brazil Government 12.250% due 03/06/30		1.000	%		09/20/15	BRC		1.128	%		1,000,000		(5,798	)		(7,735	)		1,937
United Mexican States 7.500% due 04/08/33		1.000	%		09/20/15	BRC		1.180	%		1,000,000		(8,274	)		(7,735	)		(539	)
Brazil Government 12.250% due 03/06/30		1.000	%		09/20/15	HSB		1.128	%		600,000		(3,479	)		(5,961	)		2,482
Brazil Government 12.250% due 03/06/30		1.000	%		09/20/15	UBS		1.128	%		500,000		(2,899	)		(4,731	)		1,832
Reynolds American Inc 7.625% due 06/01/16		1.280	%		06/20/17	DUB		1.533	%		200,000		(3,002	)		—			(3,002	)
												$	223,568		$	(95,358	)	$	318,926

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

									Upfront
	Fixed Deal								Premiums			Unrealized
	Receive	Expiration	Counter-	Notional					Paid			Appreciation
Referenced Obligation	Rate	Date	party	Amount (4)		Value (5)			(Received)			(Depreciation)
Dow Jones CDX NA HY-8 5Y	0.483%	06/20/12	BRC	$	770,352	$	91		$	—		$	91
Dow Jones CDX NA HY-9 5Y D	2.080%	12/20/12	MER		1,444,065		43,699			—			43,699
Dow Jones CDX NA EM13 5Y	5.000%	06/20/15	BRC		400,000		49,569			45,500			4,069
Dow Jones CDX NA EM13 5Y	5.000%	06/20/15	DUB		900,000		111,531			117,500			(5,969	)
Dow Jones CDX NA EM13 5Y	5.000%	06/20/15	HSB		1,200,000		159,448			135,550			23,898
Dow Jones CDX NA EM13 5Y D	5.000%	06/20/15	MER		900,000		121,306			101,250			20,056
Dow Jones CDX NA IG-15 5Y	1.000%	12/20/15	CIT		2,000,000		(5,984	)		(8,319	)		2,335
Dow Jones CDX NA IG-15 5Y	1.000%	12/20/15	DUB		1,000,000		(2,862	)		(3,413	)		551
Dow Jones CDX NA IG-15 5Y	1.000%	12/20/15	GSC		200,000		(599	)		(944	)		345
Dow Jones CDX NA EM14 5Y D	5.000%	12/20/15	BRC		900,000		119,531			112,150			7,381
Dow Jones CDX NA HY-15 5Y	5.000%	12/20/15	CIT		200,000		(4,974	)		(5,312	)		338
Dow Jones CDX NA EM14 5Y D	5.000%	12/20/15	DUB		500,000		66,415			63,850			2,565
Dow Jones CDX NA EM14 5Y D	5.000%	12/20/15	HSB		200,000		26,565			26,100			465
Dow Jones CDX NA EM14 5Y D	5.000%	12/20/15	MER		400,000		53,129			52,000			1,129
Dow Jones CDX NA IG-9 10Y	0.548%	12/20/17	GSC		96,450		985			—			985
						$	737,850		$	635,912		$	101,938
Total Credit Default Swaps						$	965,906		$	540,554		$	425,352

(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 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.

(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 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.

See Notes to Financial Statements A-19 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

(3)	Implied credit spreads, represented in absolute terms, utilized in determining the value of credit default swap agreements on corporate issues or sovereign issues of an emerging country as of period end serve as an indicator of the current status of the payment/performance risk and represent the likelihood of risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. Wider credit spreads, in comparison to narrower credit spreads represent a deterioration of the referenced entity’s credit soundness and a greater likelihood of risk of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced entity or obligation.
(4)	The maximum potential amount the Fund could be required to make as a seller of credit protection or receive as a buyer of protection if a credit event occurs as defined under the terms of that particular swap agreement.
(5)	The quoted market prices and resulting values for credit default swap agreements on asset-backed securities and credit indices serve as an indicator of the current status of the payment/performance risk and represent the likelihood of an expected liability (or profit) for the credit derivative should the notional amount of the swap agreement been closed/sold as of the period end. Increasing values in absolute terms when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood of risk of default or other credit event occurring as defined under the terms of the agreement.

Interest Rate Swaps

													Upfront
													Premiums			Unrealized
	Counter-	Pay/Receive	Fixed			Expiration		Notional					Paid			Appreciation
Floating Rate Index	party	Floating Rate	Rate			Date		Amount		Value			(Received)			(Depreciation)
3-Month Australian Bank Bill	CIT	Pay		4.500	%		06/15/11	AUD    100,000		$	(243	)	$	115		$	(358	)
3-Month Australian Bank Bill	DUB	Pay		4.500	%		06/15/11		4,720,000		(11,442	)		4,828			(16,270	)
3-Month Australian Bank Bill	MSC	Pay		4.500	%		06/15/11		3,600,000		(8,946	)		3,423			(12,369	)
6-Month Australian Bank Bill	CSF	Pay		6.250	%		09/15/11		1,200,000		13,417			129			13,288
BRL — CDI Compounded	MSC	Pay		10.115	%		01/02/12		BRL 8,900,000		(172,994	)		(199,363	)		26,369
BRL — CDI Compounded	GSC	Pay		10.150	%		01/02/12		6,100,000		(113,779	)		(23,781	)		(89,998	)
BRL — CDI Compounded	UBS	Pay		10.575	%		01/02/12		1,200,000		(9,937	)		(31,680	)		21,743
BRL — CDI Compounded	BRC	Pay		10.600	%		01/02/12		1,500,000		5,375			—			5,375
BRL — CDI Compounded	HSB	Pay		10.610	%		01/02/12		1,400,000		5,199			—			5,199
BRL — CDI Compounded	BRC	Pay		10.680	%		01/02/12		5,600,000		(34,144	)		(65,567	)		31,423
BRL — CDI Compounded	BRC	Pay		10.835	%		01/02/12		600,000		4,059			1,014			3,045
BRL — CDI Compounded	GSC	Pay		10.990	%		01/02/12		600,000		3,923			840			3,083
BRL — CDI Compounded	HSB	Pay		11.140	%		01/02/12		900,000		9,428			4,636			4,792
BRL — CDI Compounded	HSB	Pay		11.360	%		01/02/12		800,000		7,402			3,212			4,190
BRL — CDI Compounded D	MSC	Pay		11.630	%		01/02/12		4,200,000		20,010			(1,547	)		21,557
BRL — CDI Compounded	RBS	Pay		12.080	%		01/02/12		400,000		3,011			748			2,263
BRL — CDI Compounded	MER	Pay		12.540	%		01/02/12		4,000,000		117,094			(20,439	)		137,533
BRL — CDI Compounded	MSC	Pay		12.540	%		01/02/12		900,000		26,346			(6,048	)		32,394
BRL — CDI Compounded	UBS	Pay		12.540	%		01/02/12		3,000,000		87,820			(14,783	)		102,603
BRL — CDI Compounded	HSB	Pay		14.765	%		01/02/12		100,000		5,824			667			5,157
BRL — CDI Compounded	MER	Pay		14.765	%		01/02/12		200,000		11,647			1,029			10,618
6-Month Australian Bank Bill	UBS	Pay		6.000	%		09/15/12		AUD 6,100,000		89,864			—			89,864
BRL — CDI Compounded	HSB	Pay		11.880	%		01/02/13		BRL 1,300,000		5,976			(989	)		6,965
BRL — CDI Compounded	GSC	Pay		11.890	%		01/02/13		200,000		1,209			314			895
BRL — CDI Compounded	HSB	Pay		11.890	%		01/02/13		2,000,000		12,092			4,283			7,809
BRL — CDI Compounded	BRC	Pay		11.910	%		01/02/13		1,000,000		5,421			2,348			3,073
BRL — CDI Compounded	GSC	Pay		11.930	%		01/02/13		900,000		5,619			(1,293	)		6,912
BRL — CDI Compounded	MSC	Pay		11.980	%		01/02/13		600,000		4,159			935			3,224
BRL — CDI Compounded	HSB	Pay		12.300	%		01/02/13		1,300,000		14,815			3,928			10,887
BRL — CDI Compounded D	MSC	Pay		12.590	%		01/02/13		2,400,000		24,823			9,023			15,800
BRL — CDI Compounded D	MSC	Pay		11.890	%		01/02/14		3,500,000		7,707			(21	)		7,728
BRL — CDI Compounded	UBS	Pay		12.250	%		01/02/14		600,000		6,525			1,667			4,858
BRL — CDI Compounded	MSC	Pay		12.510	%		01/02/14		200,000		2,960			920			2,040
BRL — CDI Compounded	HSB	Pay		12.540	%		01/02/14		100,000		1,521			648			873
BRL — CDI Compounded	GSC	Pay		12.650	%		01/02/14		1,200,000		20,139			9,626			10,513
28-Day Mexico Interbank TIIE Banxico	HSB	Pay		7.330	%		01/28/15		MXN 3,200,000		16,115			1,414			14,701
6-Month EUR-LIBOR	BRC	Pay		2.000	%		09/15/15		EUR 1,700,000		5,455			(14,748	)		20,203
6-Month EUR-LIBOR	MSC	Pay		2.000	%		09/15/15		2,900,000		9,303			(18,102	)		27,405
28-Day Mexico Interbank TIIE Banxico	GSC	Pay		8.170	%		11/04/16		MXN 1,200,000		10,445			1,757			8,688
3-Month Canadian Bank Bill	RBS	Pay		5.700	%		12/18/24		CAD 2,100,000		70,275			(1,439	)		71,714
Total Interest Rate Swaps										$	283,493		$	(342,296	)	$	625,789
Total Swap Agreements										$	1,249,399		$	198,258		$	1,051,141

(k) As of September 30, 2010, securities with total aggregate values of $79,994 and $341,786 were fully or partially segregated with the broker(s)/custodian as collateral for open futures contracts and swap contracts, respectively.

See Notes to Financial Statements A-20 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL MANAGED BOND FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

(l) Fair Value Measurements

The following is a summary of the Fund’s holdings as categorized under the three-tier hierarchy of inputs used in valuing the Fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) as of September 30, 2010:

							Level 2			Level 3
		Total Value at			Level 1		Significant			Significant
		September 30, 2010			Quoted Price		Observable Inputs			Unobservable Inputs
Assets	Convertible Preferred Stocks (1)	$	3,089,687		$	3,089,687	$	—		$	—
	Preferred Stocks (1)		3,480			3,480		—			—
	Corporate Bonds & Notes		77,633,851			—		77,633,851			—
	Convertible Corporate Bonds		1,377,250			—		1,377,250			—
	Mortgage-Backed Securities		95,212,329			—		93,845,832			1,366,497
	Asset-Backed Securities		900,517			—		900,517			—
	U.S. Government Agency Issues		3,717,508			—		3,717,508			—
	U.S. Treasury Obligations		102,781,225			—		102,781,225			—
	Foreign Government Bonds & Notes		4,271,666			—		4,271,666			—
	Municipal Bonds		9,250,973			—		9,250,973			—
	Short-Term Investments		53,433,694			1,055,520		52,378,174			���
	Derivatives (2)
	Credit Contracts		1,016,566			—		1,016,566			—
	Foreign Exchange Contracts		830,249			—		830,249			—
	Interest Rate Contracts		977,539			342,561		634,978			—
			2,824,354			342,561		2,481,793			—
			354,496,534			4,491,248		348,638,789			1,366,497
Liabilities	Derivatives (2)
	Credit Contracts		(50,660	)		—		(50,660	)		—
	Foreign Exchange Contracts		(731,654	)		—		(731,654	)		—
	Interest Rate Contracts		(1,158,320	)		—		(1,143,315	)		(15,005	)
			(1,940,634	)		—		(1,925,629	)		(15,005	)
	Total	$	352,555,900		$	4,491,248	$	346,713,160		$	1,351,492

The following is a reconciliation of investments for significant unobservable inputs (Level 3) used in valuing the Fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) for the six month period ended September 30, 2010:

																		Change in Net
																		Unrealized
																		Appreciation
										Total Change								(Depreciation)
										in Net			Transfers					on Level 3
	Value,			Net		Accrued		Total Net		Unrealized			In and/					Holdings Held at
	Beginning			Purchases		Discounts		Realized		Appreciation			or Out of		Value,			the End of Period,
	of Period			(Sales)		(Premiums)		Gains (Losses)		(Depreciation)			Level 3		End of Period			if Applicable
Mortgage-Backed Securities	$	—		$	1,339,154	$	—	$	—	$	27,343		$	—	$	1,366,497		$	27,343
Derivatives (2)
Credit Contracts		(7,024	)		—		—		8,972		(1,948	)		—		—			—
Interest Rate Contracts		(9,872	)		—		—		—		(5,133	)		—		(15,005	)		(5,133	)
	$	(16,896	)	$	1,339,154	$	—	$	8,972	$	20,262		$	—	$	1,351,492		$	22,210

(1)	For equity securities categorized in a single level, refer to the schedule of investments for further industry breakout.
(2)	Investments in derivatives include open futures contracts, swap contracts, written options, and forward foreign currency contracts.

See Notes to Financial Statements A-21 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL SHORT DURATION BOND FUND
Schedule of Investments
September 30, 2010 (Unaudited)

	Principal
	Amount		Value
CORPORATE BONDS & NOTES — 39.4%
Consumer Discretionary — 2.9%
Comcast Cable Communications Holdings Inc
8.375% due 03/15/13	$	650,000	$	755,318
Cox Communications Inc
7.125% due 10/01/12		325,000		359,908
NBC Universal Inc
2.100% due 04/01/14 ~ ∆		250,000		251,456
Reed Elsevier Capital Inc
4.625% due 06/15/12		500,000		524,292
Thomson Reuters Corp (Canada)
5.700% due 10/01/14		250,000		287,033
Time Warner Cable Inc
5.400% due 07/02/12		381,000		408,334
				2,586,341
Consumer Staples — 2.7%
Anheuser-Busch InBev Worldwide Inc
3.000% due 10/15/12		375,000		389,485
7.200% due 01/15/14 ~		175,000		204,109
General Mills Inc
5.250% due 08/15/13		200,000		223,402
6.000% due 02/15/12		200,000		213,410
Kellogg Co
5.125% due 12/03/12		300,000		326,100
Kraft Foods Inc
2.625% due 05/08/13		275,000		285,254
6.000% due 02/11/13		75,000		83,350
Philip Morris International Inc
6.875% due 03/17/14		325,000		383,589
The Kroger Co
6.750% due 04/15/12		100,000		108,436
Wal-Mart Stores Inc
3.200% due 05/15/14		250,000		267,987
				2,485,122
Energy — 1.5%
BP Capital Markets PLC (United Kingdom)
3.125% due 10/01/15		225,000		226,442
Enterprise Products Operating LLC
4.600% due 08/01/12		150,000		158,031
6.375% due 02/01/13		100,000		109,090
7.625% due 02/15/12		100,000		107,575
Williams Partners LP
3.800% due 02/15/15 ~		325,000		342,415
XTO Energy Inc
5.900% due 08/01/12		100,000		109,157
7.500% due 04/15/12		300,000		330,691
				1,383,401
Financials — 23.9%
Banco Bilbao Vizcaya Argentaria
2.450% due 06/22/12		2,400,000		2,460,379
Bank of America Corp
0.490% due 06/22/12 §		1,200,000		1,205,744
Bank of Tokyo-Mitsubishi UFJ Ltd (Japan)
2.600% due 01/22/13 ~		125,000		128,924
BB&T Corp
3.850% due 07/27/12		250,000		262,098
BRFkredit AS (Denmark)
2.050% due 04/15/13 ~		800,000		820,712
Citigroup Funding Inc
2.125% due 07/12/12		1,000,000		1,028,304
Citigroup Inc
2.125% due 04/30/12		2,300,000		2,359,453
Commonwealth Bank of Australia (Australia)
2.500% due 12/10/12 ~		100,000		103,989
FIH Erhvervsbank (Denmark)
2.000% due 06/12/13 ~		800,000		818,786
General Electric Capital Corp
2.000% due 09/28/12		800,000		822,270
2.125% due 12/21/12		1,200,000		1,238,854
General Motors Acceptance Corp LLC
1.750% due 10/30/12		1,600,000		1,637,672
2.200% due 12/19/12		500,000		517,103
HSBC Finance Corp
0.628% due 08/09/11 §		100,000		99,902
0.768% due 04/24/12 §		250,000		248,067
Intesa Sanpaolo (Italy)
2.375% due 12/21/12		275,000		275,509
Kreditanstalt fuer Wiederaufbau (Germany)
3.750% due 06/27/11		800,000		820,368
Lloyds TSB Bank PLC (United Kingdom)
4.375% due 01/12/15 ~		150,000		153,808
MassMutual Global Funding II
0.789% due 09/27/13 § ~ ∆		450,000		449,735
MetLife Inc
2.375% due 02/06/14		125,000		126,453
Metropolitan Life Global Funding I
2.500% due 01/11/13 ~		525,000		537,886
5.125% due 06/10/14 ~		250,000		277,676
Prudential Financial Inc
2.750% due 01/14/13		325,000		333,142
5.100% due 09/20/14		100,000		109,447
Rabobank Nederland NV (Netherlands)
4.200% due 05/13/14 ~		150,000		159,965
Reinsurance Group of America Inc
6.750% due 12/15/11		175,000		183,196
Simon Property Group LP
4.200% due 02/01/15		275,000		295,493
Sovereign Bank
5.125% due 03/15/13		350,000		366,891
Standard Chartered PLC (United Kingdom)
3.850% due 04/27/15 ~		175,000		182,776
Sun Life Financial Global Funding LP
0.784% due 10/06/13 § ~		375,000		364,828
Suncorp-Metway Ltd (Australia)
1.776% due 04/15/11 § ~		900,000		905,653
The Bear Stearns Cos Inc LLC
6.950% due 08/10/12		500,000		552,923
The Royal Bank of Scotland PLC (United Kingdom)
3.400% due 08/23/13		225,000		230,829
US Central Federal Credit Union
1.900% due 10/19/12		300,000		307,827
Wachovia Corp
5.500% due 05/01/13		475,000		522,539
Waddell & Reed Financial Inc
5.600% due 01/15/11		150,000		152,044
WEA Finance LLC
5.400% due 10/01/12 ~		375,000		400,171
Western Corporate Federal Credit Union
1.750% due 11/02/12		200,000		204,593
				21,666,009
Health Care — 1.5%
Express Scripts Inc
5.250% due 06/15/12		225,000		240,304
Merck & Co Inc
1.875% due 06/30/11		125,000		126,453
Novartis Capital Corp
1.900% due 04/24/13		400,000		410,890
Roche Holdings Inc
5.000% due 03/01/14 ~		225,000		251,829
St. Jude Medical Inc
2.200% due 09/15/13		350,000		358,443
				1,387,919

See Notes to Financial Statements A-22 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL SHORT DURATION BOND FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

	Principal
	Amount		Value
Industrials — 1.0%
CSX Corp
6.750% due 03/15/11	$	100,000	$	102,530
Tyco International Finance SA (Luxembourg)
6.000% due 11/15/13		300,000		340,262
Waste Management Inc
5.000% due 03/15/14		150,000		165,178
6.375% due 11/15/12		250,000		274,416
				882,386
Information Technology — 1.1%
Dell Inc
1.400% due 09/10/13		275,000		276,246
Fiserv Inc
6.125% due 11/20/12		350,000		382,111
Hewlett-Packard Co
2.250% due 05/27/11		350,000		354,647
				1,013,004
Telecommunication Services — 3.1%
Rogers Communications Inc (Canada)
5.500% due 03/15/14		50,000		56,107
6.250% due 06/15/13		50,000		56,304
6.375% due 03/01/14		125,000		144,142
7.875% due 05/01/12		150,000		165,688
Telecom Italia Capital SA (Luxembourg)
5.250% due 11/15/13		375,000		403,224
Telefonica Emisiones SAU (Spain)
5.855% due 02/04/13		450,000		491,343
Verizon Wireless Capital LLC
3.750% due 05/20/11		775,000		790,468
7.375% due 11/15/13		100,000		118,428
Vodafone Group PLC (United Kingdom)
5.350% due 02/27/12		550,000		582,702
				2,808,406
Utilities — 1.7%
CenterPoint Energy Resources Corp
7.875% due 04/01/13		75,000		86,418
Duke Energy Corp
6.300% due 02/01/14		225,000		257,307
Enel Finance International SA (Luxembourg)
5.700% due 01/15/13 ~ ∆		250,000		269,848
FirstEnergy Corp
6.450% due 11/15/11		5,000		5,241
Georgia Power Co
1.300% due 09/15/13		325,000		326,031
MidAmerican Energy Holdings Co
5.000% due 02/15/14		250,000		274,470
Progress Energy Inc
6.050% due 03/15/14		150,000		170,954
Southern Co
0.918% due 10/21/11 §		125,000		125,468
				1,515,737
Total Corporate Bonds & Notes (Cost $34,955,465)				35,728,325
MORTGAGE-BACKED SECURITIES — 12.3%
Collateralized Mortgage Obligations — Residential — 1.9%
Citimortgage Alternative Loan Trust
6.000% due 12/25/36 “		512,461		382,385
Fannie Mae
5.000% due 08/25/19 “		956,049		1,042,557
Structured Adjustable Rate Mortgage Loan Trust
2.698% due 11/25/34 “ §		315,774		283,585
				1,708,527
Fannie Mae — 8.5%
2.640% due 09/01/34 “ §		1,086,582		1,135,615
2.753% due 11/01/34 “ §		872,459		907,697
3.500% due 12/01/10 “		4,000,000		4,096,248
5.000% due 01/01/20 “		8,540		9,114
6.000% due 10/01/21 “		1,449,051		1,571,251
				7,719,925
Freddie Mac — 0.7%
5.000% due 11/01/16 — 10/01/39 “		564,621		602,849
5.500% due 01/01/20 “		48,899		52,847
				655,696
Government National Mortgage Association — 1.2%
4.000% due 12/01/10 “		1,000,000		1,033,750
Total Mortgage-Backed Securities (Cost $11,121,671)				11,117,898
ASSET-BACKED SECURITIES — 8.6%
Bank of America Auto Trust
1.670% due 12/16/13 “ ~ ∆		500,000		505,595
College Loan Corp Trust
0.598% due 07/25/24 “ §		1,000,000		993,081
0.658% due 04/25/21 “ §		1,000,000		995,783
Collegiate Funding Services Education Loan Trust I
0.379% due 12/28/21 “ §		450,364		444,146
Ford Credit Auto Owner Trust
1.510% due 01/15/14 “		600,000		605,746
Nelnet Education Loan Funding Inc
0.418% due 11/25/15 “ §		271,301		271,076
Northstar Education Finance Inc
0.608% due 04/28/16 “ §		719,254		688,060
0.658% due 04/28/17 “ §		420,000		417,295
SLM Student Loan Trust
0.498% due 07/25/17 “ §		461,522		459,408
0.528% due 07/25/18 “ §		1,500,000		1,494,329
0.898% due 10/27/14 “ §		191,491		191,744
Suntrust Student Loan Trust
0.588% due 07/28/20 “ § ∆		685,954		683,691
Total Asset-Backed Securities (Cost $7,743,887)				7,749,954

See Notes to Financial Statements A-23 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL SHORT DURATION BOND FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

	Principal
	Amount		Value
U.S. GOVERNMENT AGENCY ISSUES — 8.6%
Fannie Mae
2.050% due 04/26/13	$	1,500,000	$	1,511,681
3.125% due 01/21/15		1,500,000		1,510,979
Federal Home Loan Bank
0.497% due 10/13/11 §		3,000,000		3,001,254
3.125% due 06/10/11 ‡		700,000		712,383
Freddie Mac
4.500% due 01/15/13		1,000,000		1,088,156
Total U.S. Government Agency Issues (Cost $7,796,110)				7,824,453
U.S. TREASURY OBLIGATIONS — 29.7%
U.S. Treasury Inflation Protected Securities — 1.9%
2.375% due 04/15/11 ^		329,508		333,756
3.000% due 07/15/12 ^		1,333,761		1,417,433
				1,751,189
U.S. Treasury Bonds — 0.3%
3.875% due 08/15/40		100,000		103,375
4.375% due 11/15/39		100,000		112,172
				215,547
U.S. Treasury Notes — 27.5%
0.625% due 06/30/12		1,600,000		1,606,747
0.625% due 07/31/12		900,000		903,903
0.750% due 05/31/12		4,600,000		4,628,732
0.875% due 01/31/12		1,300,000		1,309,598
1.000% due 03/31/12		3,500,000		3,534,986
1.000% due 04/30/12		9,300,000		9,395,567
1.250% due 09/30/15		400,000		399,562
1.375% due 03/15/13		900,000		918,708
1.500% due 12/31/13		2,200,000		2,255,517
				24,953,320
Total U.S. Treasury Obligations (Cost $26,668,561)				26,920,056

	Shares
SHORT-TERM INVESTMENTS — 6.2%
Money Market Fund — 0.6%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		552,951	552,951

	Principal
	Amount
Repurchase Agreement — 5.6%
Bank of America Corp
0.300% due 10/01/10 (Dated 09/30/10, repurchase price of $5,100,043, collateralized by U.S. Government Agency instruments 0.000% -1.750% due 11/15/10 — 03/08/13 and value $5,202,750)	$	5,100,000		5,100,000
Total Short-Term Investments (Cost $5,652,951)				5,652,951
TOTAL INVESTMENTS — 104.8% (Cost $93,938,645)				94,993,637
OTHER ASSETS & LIABILITIES, NET — (4.8%)				(4,346,373	)
NET ASSETS — 100.0%			$	90,647,264

Notes to Schedule of Investments

(a) As of September 30, 2010, the Fund was diversified as a percentage of net assets as follows:

Corporate Bonds & Notes	39.4	%
U.S. Treasury Obligations	29.7	%
Mortgage-Backed Securities	12.3	%
U.S. Government Agency Issues	8.6	%
Asset-Backed Securities	8.6	%
Short-Term Investments	6.2	%
	104.8	%
Other Assets & Liabilities, Net	(4.8	%)
	100.0	%

(b) As of September 30, 2010, the Fund’s Standard & Poor’s quality ratings on its investments as a percentage of total fixed income were as follows:

AAA / U.S. Government & Agency Issues	71.2	%
A-1	5.4	%
AA	3.4	%
A	9.5	%
BBB	8.5	%
Not Rated	2.0	%
	100.0	%

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

See Notes to Financial Statements A-24 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL SHORT DURATION BOND FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

(d) Open futures Contracts outstanding as of September 30, 2010 were as follows:

					Unrealized
	Number of		Notional		Appreciation
Long Futures Outstanding	Contracts		Amount		(Depreciation)
Eurodollar (12/10)		4	$	4,000,000	$	5,090
U.S. Treasury 2-Year Notes (12/10)		106		21,200,000		42,179
U.S. Treasury 5-Year Notes (12/10)		3		300,000		2,946
Short Futures Outstanding
Eurodollar (03/11)		3		3,000,000		(6,045	)
Eurodollar (06/11)		3		3,000,000		(8,295	)
Eurodollar (09/11)		4		4,000,000		(13,760	)
Eurodollar (12/11)		4		4,000,000		(16,060	)
U.S. Treasury 10-Year Notes (12/10)		4		400,000		493
U.S. Treasury 10-Year Notes (12/10)		4		400,000		(2,301	)
U.S. Treasury 30-Year Bonds (12/10)		4		400,000		83
U.S. Treasury 30-Year Bonds (12/10)		2		200,000		(253	)
U.S. Treasury Ultra Long Bonds (12/10)		1		100,000		1,319
					$	5,396

(e)	As of September 30, 2010, securities with a total aggregate value of $335,838 were fully or partially segregated with the broker(s)/ custodian as collateral for open futures contracts.
(f)	As of September 30, 2010, 2.4% of the Fund’s net assets were reported illiquid by the portfolio manager under the Trust’s policy.
(g)	Fair Value Measurements

The following is a summary of the Fund’s holdings as categorized under the three-tier hierarchy of inputs used in valuing the Fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) as of September 30, 2010:

								Level 2		Level 3
		Total Value at			Level 1			Significant		Significant
		September 30, 2010			Quoted Price			Observable Inputs		Unobservable Inputs
Assets	Corporate Bonds & Notes	$	35,728,325		$	—		$	35,728,325	$	—
	Mortgage-Backed Securities		11,117,898			—			11,117,898		—
	Asset-Backed Securities		7,749,954			—			7,749,954		—
	U.S. Government Agency Issues		7,824,453			—			7,824,453		—
	U.S. Treasury Obligations		26,920,056			—			26,920,056		—
	Short-Term Investments		5,652,951			552,951			5,100,000		—
	Derivatives (1)
	Interest Rate Contracts		52,110			52,110			—		—
			95,045,747			605,061			94,440,686		—
Liabilities	Derivatives (1)
	Interest Rate Contracts		(46,714	)		(46,714	)		—		—
	Total	$	94,999,033		$	558,347		$	94,440,686	$	—

(1) Investments in derivatives include open futures contracts.

See Notes to Financial Statements A-25 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL COMSTOCK FUND
Schedule of Investments
September 30, 2010 (Unaudited)

	Shares		Value
COMMON STOCKS — 94.0%
Consumer Discretionary — 15.1%
Comcast Corp ‘A’		349,709	$	6,322,739
DIRECTV ‘A’ *		25,445		1,059,275
J.C. Penney Co Inc		25,930		704,777
Lowe’s Cos Inc		61,271		1,365,731
Macy’s Inc		18,887		436,101
News Corp ‘B’		122,852		1,850,151
Target Corp		8,626		460,973
The Home Depot Inc		41,363		1,310,380
Time Warner Cable Inc		38,950		2,102,911
Time Warner Inc		48,672		1,491,797
Viacom Inc ‘B’		108,313		3,919,848
				21,024,683
Consumer Staples — 9.9%
Avon Products Inc		25,988		834,475
CVS Caremark Corp		65,396		2,058,012
Kraft Foods Inc ‘A’		107,428		3,315,228
PepsiCo Inc		6,846		454,848
Philip Morris International Inc		17,234		965,449
The Coca-Cola Co		20,286		1,187,137
The Procter & Gamble Co		7,197		431,604
Unilever NV ‘NY’ (Netherlands)		70,562		2,108,393
Wal-Mart Stores Inc		45,048		2,410,969
				13,766,115
Energy — 9.4%
BP PLC ADR (United Kingdom)		18,548		763,621
Chevron Corp		35,991		2,917,071
ConocoPhillips		39,302		2,257,114
Halliburton Co		75,182		2,486,269
Noble Corp (Switzerland)		15,080		509,553
Royal Dutch Shell PLC ADR ‘A’ (United Kingdom)		35,741		2,155,182
Total SA ADR (France)		19,784		1,020,854
Weatherford International Ltd (Switzerland) *		58,740		1,004,454
				13,114,118
Financials — 21.0%
Aflac Inc		15,346		793,542
Bank of America Corp		211,304		2,770,196
Citigroup Inc *		456,828		1,781,629
JPMorgan Chase & Co		108,412		4,127,245
MetLife Inc		51,777		1,990,826
Morgan Stanley		21,094		520,600
State Street Corp		13,802		519,783
The Bank of New York Mellon Corp		104,260		2,724,314
The Chubb Corp		88,963		5,070,001
The Goldman Sachs Group Inc		9,073		1,311,774
The PNC Financial Services Group Inc		34,114		1,770,858
The Travelers Cos Inc		55,668		2,900,303
Torchmark Corp		19,320		1,026,665
U.S. Bancorp		44,491		961,895
Wells Fargo & Co		43,857		1,102,126
				29,371,757
Health Care — 12.7%
Abbott Laboratories		24,143		1,261,230
Bristol-Myers Squibb Co		112,448		3,048,465
Cardinal Health Inc		52,035		1,719,236
GlaxoSmithKline PLC ADR (United Kingdom)		22,834		902,400
Merck & Co Inc		59,630		2,194,980
Pfizer Inc		242,502		4,163,759
Roche Holding AG ADR (Switzerland)		27,821		949,531
UnitedHealth Group Inc		68,728		2,413,040
WellPoint Inc *		18,658		1,056,789
				17,709,430
Industrials — 6.2%
Emerson Electric Co		19,100		1,005,806
General Electric Co		121,880		1,980,550
Honeywell International Inc		36,722		1,613,565
Ingersoll-Rand PLC (Ireland)		43,206		1,542,886
Textron Inc		39,539		812,922
Tyco International Ltd (Switzerland)		45,500		1,671,215
				8,626,944
Information Technology — 10.3%
Accenture PLC ‘A’ (Ireland)		19,321		820,949
Cisco Systems Inc *		53,900		1,180,410
Dell Inc *		113,144		1,466,346
eBay Inc *		167,376		4,083,974
Hewlett-Packard Co		35,867		1,508,925
Intel Corp		84,414		1,623,281
KLA-Tencor Corp		20,786		732,291
Microsoft Corp		13,400		328,166
The Western Union Co		22,939		405,332
Yahoo! Inc *		154,099		2,183,583
				14,333,257
Materials — 4.4%
Alcoa Inc		152,714		1,849,367
E.I. du Pont de Nemours & Co		17,632		786,740
International Paper Co		162,467		3,533,657
				6,169,764
Telecommunication Services — 3.4%
AT&T Inc		53,107		1,518,860
Verizon Communications Inc		60,179		1,961,234
Vodafone Group PLC ADR (United Kingdom)		53,986		1,339,393
				4,819,487
Utilities — 1.6%
American Electric Power Co Inc		18,327		663,987
FirstEnergy Corp		27,980		1,078,349
Sempra Energy		9,054		487,105
				2,229,441
Total Common Stocks (Cost $118,101,247)				131,164,996
SHORT-TERM INVESTMENT — 5.9%
Money Market Fund — 5.9%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		8,185,757		8,185,757
Total Short-Term Investment (Cost $8,185,757)				8,185,757
TOTAL INVESTMENTS — 99.9% (Cost $126,287,004)				139,350,753
OTHER ASSETS & LIABILITIES, NET — 0.1%				192,821
NET ASSETS — 100.0%			$	139,543,574

See Notes to Financial Statements A-26 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL COMSTOCK FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

Notes to Schedule of Investments

(a) As of September 30, 2010, the Fund was diversified as a percentage of net assets as follows:

Financials	21.0	%
Consumer Discretionary	15.1	%
Health Care	12.7	%
Information Technology	10.3	%
Consumer Staples	9.9	%
Energy	9.4	%
Industrials	6.2	%
Short-Term Investment	5.9	%
Materials	4.4	%
Telecommunication Services	3.4	%
Utilities	1.6	%
	99.9	%
Other Assets & Liabilities, Net	0.1	%
	100.0	%

(b)	Fair Value Measurements
	The following is a summary of the Fund’s holdings as categorized under the three-tier hierarchy of inputs used in valuing the Fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) as of September 30, 2010:

						Level 2		Level 3
		Total Value at		Level 1		Significant		Significant
		September 30, 2010		Quoted Price		Observable Inputs		Unobservable Inputs
Assets	Common Stocks (1)	$	131,164,996	$	131,164,996	$	—	$	—
	Short-Term Investment		8,185,757		8,185,757		—		—
	Total	$	139,350,753	$	139,350,753	$	—	$	—

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

See Notes to Financial Statements A-27 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL GROWTH LT FUND
Schedule of Investments
September 30, 2010 (Unaudited)

	Shares		Value
COMMON STOCKS — 94.5%
Consumer Discretionary — 6.2%
CBS Corp ‘B’		70,690	$	1,121,143
Crown Ltd (Australia)		94,990		770,857
Kohl’s Corp *		10,135		533,912
Lamar Advertising Co ‘A’ *		10,050		319,791
Limited Brands Inc		30,960		829,109
McDonald’s Corp		14,996		1,117,352
The Home Depot Inc		20,385		645,797
The Walt Disney Co		23,860		790,005
				6,127,966
Consumer Staples — 12.0%
Anheuser-Busch InBev NV (Belgium)		86,678		5,102,679
Anheuser-Busch InBev NV Strip VVPR (Belgium) *		110,992		454
Coca-Cola Enterprises Inc		28,045		869,395
Colgate-Palmolive Co		15,150		1,164,429
Diageo PLC (United Kingdom)		66,767		1,149,092
General Mills Inc		10,670		389,882
Philip Morris International Inc		26,850		1,504,137
Tesco PLC (United Kingdom)		65,190		434,855
Walgreen Co		37,880		1,268,980
				11,883,903
Energy — 7.7%
Apache Corp		11,360		1,110,554
EOG Resources Inc		24,745		2,300,543
Halliburton Co		12,160		402,131
Occidental Petroleum Corp		48,560		3,802,248
				7,615,476
Financials — 6.4%
Aflac Inc		12,820		662,922
CME Group Inc ‘A’		1,740		453,183
ICICI Bank Ltd ADR (India)		16,565		825,765
JPMorgan Chase & Co		31,483		1,198,558
Morgan Stanley		11,375		280,735
Prudential PLC (United Kingdom)		45,986		459,530
T. Rowe Price Group Inc		24,000		1,201,560
The Goldman Sachs Group Inc		8,815		1,274,473
				6,356,726
Health Care — 12.1%
Abbott Laboratories		18,345		958,343
Bristol-Myers Squibb Co		76,040		2,061,444
Celgene Corp *		56,510		3,255,541
Covidien PLC (Ireland)		46,345		1,862,606
Genzyme Corp *		12,605		892,308
Gilead Sciences Inc *		30,970		1,102,842
Medco Health Solutions Inc *		12,185		634,351
St. Jude Medical Inc *		20,828		819,373
UnitedHealth Group Inc		11,245		394,812
				11,981,620
Industrials — 11.8%
C.H. Robinson Worldwide Inc		15,385		1,075,719
Canadian National Railway Co (Canada)		20,226		1,294,869
Danaher Corp		39,360		1,598,410
Emerson Electric Co		22,315		1,175,108
Expeditors International of Washington Inc		18,820		870,049
FedEx Corp		5,390		460,845
Illinois Tool Works Inc		11,860		557,657
Precision Castparts Corp		9,285		1,182,445
Raytheon Co		5,160		235,864
Tyco International Ltd (Switzerland)		47,865		1,758,081
United Parcel Service Inc ‘B’		8,430		562,197
United Technologies Corp		6,770		482,227
Verisk Analytics Inc ‘A’ *		15,225		426,452
				11,679,923
Information Technology — 28.8%
Amphenol Corp ‘A’		21,318		1,044,156
Apple Inc *		18,016		5,112,040
Cisco Systems Inc *		157,970		3,459,543
eBay Inc *		136,195		3,323,158
Global Payments Inc		8,000		343,120
Google Inc ‘A’ *		3,965		2,084,757
International Business Machines Corp		30,570		4,100,660
Marvell Technology Group Ltd (Bermuda) *		74,705		1,308,085
Microsoft Corp		21,065		515,882
Motorola Inc *		50,960		434,689
Oracle Corp		116,725		3,134,066
Taiwan Semiconductor Manufacturing Co Ltd (Taiwan)		327,453		648,030
Texas Instruments Inc		31,674		859,632
The Western Union Co		22,830		403,406
Tyco Electronics Ltd (Switzerland)		15,035		439,323
Yahoo! Inc *		92,890		1,316,251
				28,526,798
Materials — 4.8%
Newmont Mining Corp		27,625		1,735,126
Nucor Corp		25,080		958,056
Praxair Inc		14,390		1,298,841
The Mosaic Co		12,503		734,676
				4,726,699
Telecommunication Services — 4.7%
Crown Castle International Corp *		104,150		4,598,222
Total Common Stocks (Cost $75,969,182)				93,497,333
	Principal
	Amount
SHORT-TERM INVESTMENTS — 5.2%
U.S. Government Agency Issues — 4.7%
Federal Home Loan Bank
0.010% due 10/01/10	$	4,700,000		4,700,000
	Shares
Money Market Fund — 0.5%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		482,600		482,600
Total Short-Term Investments (Cost $5,182,600)				5,182,600
TOTAL INVESTMENTS — 99.7% (Cost $81,151,782)				98,679,933
OTHER ASSETS & LIABILITIES, NET — 0.3%				254,388
NET ASSETS — 100.0%			$	98,934,321

See Notes to Financial Statements A-28 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL GROWTH LT FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

Notes to Schedule of Investments

(a) As of September 30, 2010, the Fund was diversified as a percentage of net assets as follows:

Information Technology	28.8	%
Health Care	12.1	%
Consumer Staples	12.0	%
Industrials	11.8	%
Energy	7.7	%
Financials	6.4	%
Consumer Discretionary	6.2	%
Short-Term Investments	5.2	%
Materials	4.8	%
Telecommunication Services	4.7	%
	99.7	%
Other Assets & Liabilities, Net	0.3	%
	100.0	%

(b)	Short-term securities reflect either the stated coupon rate or the annualized effective yield on the date of purchase for discounted securities.
(c)	Forward foreign currency contracts outstanding as of September 30, 2010 were as follows:

		Principal
Contracts		Amount					Unrealized
to Buy or		Covered by					Appreciation
to Sell	Currency	Contracts		Expiration		Counterparty	(Depreciation)
Buy	AUD		25,000		10/10	CSF	$	473
Sell	AUD		25,000		10/10	HSB		(1,987	)
Buy	AUD		75,000		11/10	CSF		1,429
Sell	AUD		75,000		11/10	CSF		(1,729	)
Buy	EUR		895,000		10/10	CSF		5,456
Sell	EUR		1,315,000		10/10	HSB		(68,833	)
Sell	EUR		750,000		11/10	JPM		359
Sell	EUR		330,000		11/10	CSF		(18,908	)
Sell	GBP		188,000		10/10	HSB		4,266
Sell	GBP		408,000		11/10	CSF		(5,739	)
Sell	GBP		268,000		11/10	JPM		2,708
							$	(82,505	)

(d)	Fair Value Measurements
	The following is a summary of the Fund’s holdings as categorized under the three-tier hierarchy of inputs used in valuing the Fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) as of September 30, 2010:

							Level 2			Level 3
		Total Value at			Level 1		Significant			Significant
		September 30, 2010			Quoted Price		Observable Inputs			Unobservable Inputs
Assets	Common Stocks
	Consumer Discretionary	$	6,127,966		$	5,357,109	$	770,857		$	—
	Consumer Staples		11,883,903			5,197,277		6,686,626			—
	Energy		7,615,476			7,615,476		—			—
	Financials		6,356,726			5,897,196		459,530			—
	Health Care		11,981,620			11,981,620		—			—
	Industrials		11,679,923			11,679,923		—			—
	Information Technology		28,526,798			27,878,768		648,030			—
	Materials		4,726,699			4,726,699		—			—
	Telecommunication Services		4,598,222			4,598,222		—			—
			93,497,333			84,932,290		8,565,043			—
	Short-Term Investments		5,182,600			482,600		4,700,000			—
	Derivatives (1)
	Foreign Exchange Contracts		14,691			—		14,691			—
			98,694,624			85,414,890		13,279,734			—
Liabilities	Derivatives (1)
	Foreign Exchange Contracts		(97,196	)		—		(97,196	)		—
	��
	Total	$	98,597,428		$	85,414,890	$	13,182,538		$	—

(1) Investments in derivatives include forward foreign currency contracts.

See Notes to Financial Statements A-29 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL LARGE-CAP GROWTH FUND
Schedule of Investments
September 30, 2010 (Unaudited)

	Shares		Value
COMMON STOCKS — 97.5%
Consumer Discretionary — 17.9%
Amazon.com Inc *		28,300	$	4,444,798
Apollo Group Inc ‘A’ *		8,900		457,015
Discovery Communications Inc ‘A’ *		32,700		1,424,085
Focus Media Holding Ltd ADR (Cayman) *		27,000		656,100
International Game Technology		74,800		1,080,860
Las Vegas Sands Corp *		28,500		993,225
McDonald’s Corp		41,800		3,114,518
Nike Inc ‘B’		13,600		1,089,904
priceline.com Inc *		6,300		2,194,542
				15,455,047
Consumer Staples — 4.7%
Colgate-Palmolive Co		7,200		553,392
General Mills Inc		39,500		1,443,330
Kellogg Co		40,300		2,035,553
				4,032,275
Energy — 6.2%
Anadarko Petroleum Corp		19,578		1,116,925
Apache Corp		8,700		850,512
Concho Resources Inc *		16,800		1,111,656
Occidental Petroleum Corp		14,500		1,135,350
Schlumberger Ltd (Netherlands)		11,900		733,159
Southwestern Energy Co *		11,500		384,560
				5,332,162
Financials — 5.1%
BlackRock Inc		5,100		868,275
CME Group Inc ‘A’		4,100		1,067,845
IntercontinentalExchange Inc *		12,400		1,298,528
The Goldman Sachs Group Inc		8,100		1,171,098
				4,405,746
Health Care — 9.6%
Allergan Inc		46,300		3,080,339
Covidien PLC (Ireland)		40,500		1,627,695
Express Scripts Inc *		21,200		1,032,440
Life Technologies Corp *		22,100		1,031,849
Medco Health Solutions Inc *		28,700		1,494,122
				8,266,445
Industrials — 10.7%
C.H. Robinson Worldwide Inc		13,200		922,944
Danaher Corp		26,000		1,055,860
Illinois Tool Works Inc		32,700		1,537,554
Parker-Hannifin Corp		12,100		847,726
Roper Industries Inc		16,100		1,049,398
Union Pacific Corp		13,600		1,112,480
United Technologies Corp		28,500		2,030,055
Verisk Analytics Inc ‘A’ *		26,200		733,862
				9,289,879
Information Technology — 34.0%
Apple Inc *		21,700		6,157,375
Baidu Inc ADR (Cayman) *		10,700		1,098,034
Cisco Systems Inc *		138,300		3,028,770
EMC Corp *		120,300		2,443,293
Google Inc ‘A’ *		7,000		3,680,530
Juniper Networks Inc *		39,800		1,207,930
MasterCard Inc ‘A’		10,200		2,284,800
NetApp Inc *		24,200		1,204,918
Oracle Corp		64,000		1,718,400
QUALCOMM Inc		59,800		2,698,176
Red Hat Inc *		30,000		1,230,000
Teradata Corp *		31,300		1,206,928
Visa Inc ‘A’		19,200		1,425,792
				29,384,946
Materials — 5.5%
Praxair Inc		18,100		1,633,706
The Mosaic Co		23,500		1,380,860
The Sherwin-Williams Co		22,700		1,705,678
				4,720,244
Telecommunication Services — 3.8%
American Tower Corp ‘A’ *		16,700		856,042
Crown Castle International Corp *		55,900		2,467,985
				3,324,027
Total Common Stocks (Cost $71,116,061)				84,210,771
EXCHANGE-TRADED FUND — 1.8%
iShares Russell 1000 Growth Index Fund		31,100		1,597,607
Total Exchange-Traded Fund (Cost $1,515,658)				1,597,607
SHORT-TERM INVESTMENT — 0.8%
Money Market Fund — 0.8%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		678,811		678,811
Total Short-Term Investment (Cost $678,811)				678,811
TOTAL INVESTMENTS — 100.1% (Cost $73,310,530)				86,487,189
OTHER ASSETS & LIABILITIES, NET — (0.1%)				(76,472	)
NET ASSETS — 100.0%			$	86,410,717

See Notes to Financial Statements A-30 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL LARGE-CAP GROWTH FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

Notes to Schedule of Investments

(a) As of September 30, 2010, the Fund was diversified as a percentage of net assets as follows:

Information Technology	34.0	%
Consumer Discretionary	17.9	%
Industrials	10.7	%
Health Care	9.6	%
Energy	6.2	%
Materials	5.5	%
Financials	5.1	%
Consumer Staples	4.7	%
Telecommunication Services	3.8	%
Exchange-Traded Fund	1.8	%
Short-Term Investment	0.8	%
	100.1	%
Other Assets & Liabilities, Net	(0.1	%)
	100.0	%

(b)	Fair Value Measurements
	The following is a summary of the Fund’s holdings as categorized under the three-tier hierarchy of inputs used in valuing the Fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) as of September 30, 2010:

						Level 2		Level 3
		Total Value at		Level 1		Significant		Significant
		September 30, 2010		Quoted Price		Observable Inputs		Unobservable Inputs
Assets	Common Stocks (1)	$	84,210,771	$	84,210,771	$	—	$	—
	Exchange-Traded Fund		1,597,607		1,597,607		—		—
	Short-Term Investment		678,811		678,811		—		—
	Total	$	86,487,189	$	86,487,189	$	—	$	—

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

See Notes to Financial Statements A-31 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL LARGE-CAP VALUE FUND
Schedule of Investments
September 30, 2010 (Unaudited)

	Shares		Value
COMMON STOCKS — 96.8%
Consumer Discretionary — 16.1%
DISH Network Corp ‘A’		181,583	$	3,479,130
McDonald’s Corp		40,640		3,028,086
News Corp ‘A’		405,154		5,291,311
SES SA FDR (Luxembourg)		159,543		3,840,652
Target Corp		38,470		2,055,837
The Home Depot Inc		78,920		2,500,186
Time Warner Cable Inc		90,771		4,900,726
Time Warner Inc		182,219		5,585,012
				30,680,940
Consumer Staples — 13.1%
Altria Group Inc		81,780		1,964,356
CVS Caremark Corp		68,573		2,157,992
Kimberly-Clark Corp		87,255		5,675,938
Lorillard Inc		25,790		2,071,195
Philip Morris International Inc		109,189		6,116,768
The Procter & Gamble Co		29,499		1,769,055
Unilever PLC ADR (United Kingdom)		74,300		2,162,130
Wal-Mart Stores Inc		55,280		2,958,586
				24,876,020
Energy — 13.5%
Apache Corp		19,280		1,884,813
El Paso Corp		401,281		4,967,859
Exxon Mobil Corp		66,411		4,103,536
Halliburton Co		75,807		2,506,937
Royal Dutch Shell PLC ADR ‘A’ (United Kingdom)		41,722		2,515,837
Suncor Energy Inc (Canada)		84,805		2,760,403
Total SA ADR (France)		83,299		4,298,228
Transocean Ltd (Switzerland) *		39,590		2,545,241
				25,582,854
Financials — 21.4%
American Express Co		79,800		3,353,994
Bank of America Corp		383,997		5,034,201
JPMorgan Chase & Co		159,275		6,063,599
Loews Corp		75,620		2,865,998
Marsh & McLennan Cos Inc		116,935		2,820,472
Morgan Stanley		102,529		2,530,416
State Street Corp		46,146		1,737,858
The Bank of New York Mellon Corp		59,041		1,542,741
The Charles Schwab Corp		136,210		1,893,319
The Chubb Corp		34,066		1,941,421
The Progressive Corp		102,850		2,146,480
The Travelers Cos Inc		53,283		2,776,044
Wells Fargo & Co		233,689		5,872,605
				40,579,148
Health Care — 9.0%
Abbott Laboratories		47,540		2,483,490
Johnson & Johnson		58,492		3,624,164
Merck & Co Inc		63,080		2,321,975
Novartis AG ADR (Switzerland)		59,650		3,440,016
Pfizer Inc		115,090		1,976,095
Roche Holding AG (Switzerland)		9,750		1,332,163
WellPoint Inc *		35,317		2,000,355
				17,178,258
Industrials — 8.0%
General Electric Co		252,030		4,095,487
Honeywell International Inc		88,148		3,873,223
Raytheon Co		67,079		3,066,181
United Technologies Corp		58,167		4,143,235
				15,178,126
Information Technology — 5.4%
Hewlett-Packard Co		69,794		2,936,234
International Business Machines Corp		31,915		4,281,078
Microsoft Corp		122,930		3,010,556
				10,227,868
Materials — 3.0%
Air Products & Chemicals Inc		47,350		3,921,527
Crown Holdings Inc *		65,249		1,870,036
				5,791,563
Telecommunication Services — 5.2%
AT&T Inc		99,340		2,841,124
CenturyLink Inc		102,550		4,046,623
Verizon Communications Inc		93,930		3,061,179
				9,948,926
Utilities — 2.1%
Sempra Energy		73,718		3,966,028
Total Common Stocks (Cost $170,175,972)				184,009,731
SHORT-TERM INVESTMENT — 4.4%
Money Market Fund — 4.4%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		8,315,642		8,315,642
Total Short-Term Investment (Cost $8,315,642)				8,315,642
TOTAL INVESTMENTS — 101.2% (Cost $178,491,614)				192,325,373
OTHER ASSETS & LIABILITIES, NET — (1.2%)				(2,253,088	)
NET ASSETS — 100.0%			$	190,072,285

Notes to Schedule of Investments

(a) As of September 30, 2010, the Fund was diversified as a percentage of net assets as follows:

Financials	21.4	%
Consumer Discretionary	16.1	%
Energy	13.5	%
Consumer Staples	13.1	%
Health Care	9.0	%
Industrials	8.0	%
Information Technology	5.4	%
Telecommunication Services	5.2	%
Short-Term Investment	4.4	%
Materials	3.0	%
Utilities	2.1	%
	101.2	%
Other Assets & Liabilities, Net	(1.2	%)
	100.0	%

See Notes to Financial Statements A-32 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL LARGE-CAP VALUE FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

(b)	Fair Value Measurements
	The following is a summary of the Fund’s holdings as categorized under the three-tier hierarchy of inputs used in valuing the Fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) as of September 30, 2010:

						Level 2		Level 3
		Total Value at		Level 1		Significant		Significant
		September 30, 2010		Quoted Price		Observable Inputs		Unobservable Inputs
Assets	Common Stocks
	Consumer Discretionary	$	30,680,940	$	26,840,288	$	3,840,652	$	—
	Consumer Staples		24,876,020		24,876,020		—		—
	Energy		25,582,854		25,582,854		—		—
	Financials		40,579,148		40,579,148		—		—
	Health Care		17,178,258		15,846,095		1,332,163		—
	Industrials		15,178,126		15,178,126		—		—
	Information Technology		10,227,868		10,227,868		—		—
	Materials		5,791,563		5,791,563		—		—
	Telecommunication Services		9,948,926		9,948,926		—		—
	Utilities		3,966,028		3,966,028		—		—
			184,009,731		178,836,916		5,172,815		—
	Short-Term Investment		8,315,642		8,315,642		—		—
	Total	$	192,325,373	$	187,152,558	$	5,172,815	$	—

See Notes to Financial Statements A-33 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL MAIN STREET^® CORE FUND
Schedule of Investments
September 30, 2010 (Unaudited)

	Shares		Value
COMMON STOCKS — 97.5%
Consumer Discretionary — 12.8%
AutoZone Inc *		7,540	$	1,725,981
Ford Motor Co *		344,252		4,213,644
Hyatt Hotels Corp ‘A’ *		50,708		1,895,972
McDonald’s Corp		49,002		3,651,139
Target Corp		12,400		662,656
The McGraw-Hill Cos Inc		85,398		2,823,258
The Washington Post Co ‘B’		2,292		915,448
Time Warner Cable Inc		22,494		1,214,451
				17,102,549
Consumer Staples — 9.3%
General Mills Inc		74,260		2,713,460
Mead Johnson Nutrition Co		37,620		2,140,954
Philip Morris International Inc		123,640		6,926,313
Sara Lee Corp		43,790		588,100
				12,368,827
Energy — 10.4%
Chevron Corp		61,344		4,971,931
Enterprise Products Partners LP		44,206		1,753,652
Noble Energy Inc		19,658		1,476,119
Occidental Petroleum Corp		57,308		4,487,216
Plains All American Pipeline LP		19,222		1,209,256
				13,898,174
Financials — 16.7%
Aflac Inc		38,708		2,001,591
Bank of America Corp		204,370		2,679,291
CIT Group Inc *		117,900		4,812,678
Citigroup Inc *		752,824		2,936,014
Lincoln National Corp		17,300		413,816
Marshall & Ilsley Corp		49,100		345,664
State Street Corp		63,412		2,388,096
The Goldman Sachs Group Inc		10,982		1,587,778
The Progressive Corp		71,188		1,485,694
Wells Fargo & Co		144,640		3,634,803
				22,285,425
Health Care — 12.1%
Abbott Laboratories		53,270		2,782,825
Celgene Corp *		34,032		1,960,584
Express Scripts Inc *		28,786		1,401,878
Human Genome Sciences Inc *		33,612		1,001,301
Medtronic Inc		43,030		1,444,947
Merck & Co Inc		86,360		3,178,912
Perrigo Co		6,226		399,834
Teva Pharmaceutical Industries Ltd ADR (Israel)		28,938		1,526,479
WellPoint Inc *		44,160		2,501,222
				16,197,982
Industrials — 10.9%
General Electric Co		84,090		1,366,462
KBR Inc		47,490		1,170,154
Precision Castparts Corp		17,044		2,170,553
Republic Services Inc		87,440		2,666,046
The Boeing Co		24,898		1,656,713
Tyco International Ltd (Switzerland)		85,905		3,155,291
United Parcel Service Inc ‘B’		26,916		1,795,028
Verisk Analytics Inc ‘A’ *		18,150		508,381
				14,488,628
Information Technology — 18.6%
Apple Inc *		23,352		6,626,130
Check Point Software Technologies Ltd (Israel) *		56,774		2,096,664
eBay Inc *		174,880		4,267,072
Google Inc ‘A’ *		6,296		3,310,374
Marvell Technology Group Ltd (Bermuda) *		53,520		937,135
Microsoft Corp		114,112		2,794,603
QUALCOMM Inc		89,342		4,031,111
Western Digital Corp *		24,530		696,407
				24,759,496
Materials — 1.6%
Praxair Inc		23,982		2,164,615
Telecommunication Services — 2.1%
America Movil SAB de CV ‘L’ ADR (Mexico)		51,290		2,735,296
Utilities — 3.0%
The AES Corp *		355,678		4,036,945
Total Common Stocks (Cost $112,973,232)				130,037,937
SHORT-TERM INVESTMENT — 2.0%
Money Market Fund — 2.0%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		2,632,535		2,632,535
Total Short-Term Investment (Cost $2,632,535)				2,632,535
TOTAL INVESTMENTS — 99.5% (Cost $115,605,767)				132,670,472
OTHER ASSETS & LIABILITIES, NET — 0.5%				642,942
NET ASSETS — 100.0%			$	133,313,414

Notes to Schedule of Investments

(a) As of September 30, 2010, the Fund was diversified as a percentage of net assets as follows:

Information Technology	18.6	%
Financials	16.7	%
Consumer Discretionary	12.8	%
Health Care	12.1	%
Industrials	10.9	%
Energy	10.4	%
Consumer Staples	9.3	%
Utilities	3.0	%
Telecommunication Services	2.1	%
Short-Term Investment	2.0	%
Materials	1.6	%
	99.5	%
Other Assets & Liabilities, Net	0.5	%
	100.0	%

See Notes to Financial Statements A-34 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL MAIN STREET CORE FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

(b)	Fair Value Measurements
	The following is a summary of the Fund’s holdings as categorized under the three-tier hierarchy of inputs used in valuing the Fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) as of September 30, 2010:

						Level 2		Level 3
		Total Value at		Level 1		Significant		Significant
		September 30, 2010		Quoted Price		Observable Inputs		Unobservable Inputs
Assets	Common Stocks (1)	$	130,037,937	$	130,037,937	$	—	$	—
	Short-Term Investment		2,632,535		2,632,535		—		—
	Total	$	132,670,472	$	132,670,472	$	—	$	—

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

See Notes to Financial Statements A-35 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL MID-CAP EQUITY FUND
Schedule of Investments
September 30, 2010 (Unaudited)

	Shares		Value
CONVERTIBLE PREFERRED STOCKS — 0.5%
Industrials — 0.5%
Better Place LLC ‘B’ 8.000% * D +		191,233	$	573,700
Total Convertible Preferred Stocks (Cost $573,700)				573,700
COMMON STOCKS — 95.5%
Consumer Discretionary — 14.2%
AutoZone Inc *		8,850		2,025,853
Big Lots Inc *		17,200		571,900
Cablevision Systems Corp ‘A’		50,700		1,327,833
Darden Restaurants Inc		31,600		1,351,848
J.Crew Group Inc *		37,900		1,274,198
Lear Corp *		10,400		820,872
Mattel Inc		136,900		3,211,674
Newell Rubbermaid Inc		180,800		3,220,048
Stanley Black & Decker Inc		25,000		1,532,000
The TJX Cos Inc		29,500		1,316,585
				16,652,811
Consumer Staples — 7.7%
Avon Products Inc		56,500		1,814,215
Campbell Soup Co		47,100		1,683,825
McCormick & Co Inc		25,000		1,051,000
Molson Coors Brewing Co ‘B’		49,300		2,327,946
Ralcorp Holdings Inc *		36,550		2,137,444
				9,014,430
Energy — 8.2%
Arch Coal Inc		45,900		1,225,989
Holly Corp		51,700		1,486,375
Massey Energy Co		14,630		453,823
Murphy Oil Corp		19,400		1,201,248
Noble Energy Inc		15,500		1,163,895
Rowan Cos Inc *		27,300		828,828
The Williams Cos Inc		89,770		1,715,505
Tidewater Inc		34,250		1,534,743
				9,610,406
Financials — 14.9%
Ameriprise Financial Inc		81,260		3,846,036
City National Corp		49,850		2,645,539
Digital Realty Trust Inc REIT		22,200		1,369,740
Fifth Third Bancorp		118,400		1,424,352
KeyCorp		155,900		1,240,964
NYSE Euronext		48,800		1,394,216
PartnerRe Ltd (Bermuda)		18,950		1,519,411
Public Storage REIT		10,050		975,252
The Macerich Co REIT		41,100		1,765,245
UDR Inc REIT		56,350		1,190,112
				17,370,867
Health Care — 7.7%
CareFusion Corp *		86,050		2,137,482
Hospira Inc *		33,300		1,898,433
Life Technologies Corp *		19,437		907,513
Teleflex Inc		22,600		1,283,228
Warner Chilcott PLC ‘A’ (Ireland)		47,500		1,065,900
Zimmer Holdings Inc *		33,300		1,742,589
				9,035,145
Industrials — 12.7%
Corrections Corp of America *		68,350		1,686,878
Dover Corp		75,290		3,930,891
Equifax Inc		53,000		1,653,600
Foster Wheeler AG (Switzerland) *		50,950		1,246,237
Joy Global Inc		14,300		1,005,576
Parker-Hannifin Corp		35,050		2,455,603
Rockwell Collins Inc		49,600		2,889,200
				14,867,985
Information Technology — 14.7%
Analog Devices Inc		77,250		2,424,105
BMC Software Inc *		55,200		2,234,496
Ingram Micro Inc ‘A’ *		128,740		2,170,556
Intuit Inc *		22,150		970,391
Lexmark International Inc ‘A’ *		18,000		803,160
NetApp Inc *		25,000		1,244,750
NeuStar Inc ‘A’ *		39,700		986,942
Seagate Technology PLC (Ireland) *		79,900		941,222
SMART Technologies Inc ‘A’ (Canada) *		27,976		379,075
Symantec Corp *		104,900		1,591,333
Tellabs Inc		116,400		867,180
Teradata Corp *		22,600		871,456
Xilinx Inc		65,500		1,742,955
				17,227,621
Materials — 9.7%
Air Products & Chemicals Inc		12,200		1,010,404
Ball Corp		71,010		4,178,938
Cliffs Natural Resources Inc		23,350		1,492,532
Compass Minerals International Inc		22,200		1,700,964
Eastman Chemical Co		25,600		1,894,400
Packaging Corp of America		48,250		1,117,953
				11,395,191
Utilities — 5.7%
Allegheny Energy Inc		52,850		1,295,882
American Electric Power Co Inc		74,800		2,710,004
Energen Corp		36,150		1,652,778
EQT Corp		26,400		951,984
				6,610,648
Total Common Stocks (Cost $95,519,053)				111,785,104
SHORT-TERM INVESTMENT — 3.2%
Money Market Fund — 3.2%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		3,767,213		3,767,213
Total Short-Term Investment (Cost $3,767,213)				3,767,213
TOTAL INVESTMENTS — 99.2% (Cost $99,859,966)				116,126,017
OTHER ASSETS & LIABILITIES, NET — 0.8%				891,371
NET ASSETS — 100.0%			$	117,017,388

See Notes to Financial Statements A-36 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL MID-CAP EQUITY FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

Notes to Schedule of Investments

(a) As of September 30, 2010, the Fund was diversified as a percentage of net assets as follows:

Financials	14.9	%
Information Technology	14.7	%
Consumer Discretionary	14.2	%
Industrials	13.2	%
Materials	9.7	%
Energy	8.2	%
Health Care	7.7	%
Consumer Staples	7.7	%
Utilities	5.7	%
Short-Term Investment	3.2	%
	99.2	%
Other Assets & Liabilities, Net	0.8	%
	100.0	%

(b)	As of September 30, 2010, 0.5% of the Fund’s net assets were reported illiquid by the portfolio manager under the Trust’s policy.
(c)	A security with a total aggregate value of $573,700 or 0.5% of the net assets was valued under the fair value procedures established by the Trust’s Board of Trustees.
(d)	Fair Value Measurements
	The following is a summary of the Fund’s holdings as categorized under the three-tier hierarchy of inputs used in valuing the Fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) as of September 30, 2010:

						Level 2		Level 3
		Total Value at		Level 1		Significant		Significant
		September 30, 2010		Quoted Price		Observable Inputs		Unobservable Inputs
Assets	Convertible Preferred Stocks (1)	$	573,700	$	—	$	—	$	573,700
	Common Stocks (1)		111,785,104		111,785,104		—		—
	Short-Term Investment		3,767,213		3,767,213		—		—
	Total	$	116,126,017	$	115,552,317	$	—	$	573,700

The following is a reconciliation of investments for significant unobservable inputs (level 3) used in valuing the Fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) for the six-month period ended September 30, 2010:

Change in Net

Unrealized

Appreciation

Total Change

(Depreciation)

in Net

Transfers

on Level 3

Value,

Net

Total Net

Unrealized

In and/

Holdings Held at

Beginning

Purchases

Realized

Appreciation

or Out of

Value,

the End of Period,

of Period

(Sales)

Gains (Losses)

(Depreciation)

Level 3

End of Period

if Applicable

Convertible Preferred Stocks (1)

$

573,700

$

—

$

—

$

—

$

—

$

573,700

$

—

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

See Notes to Financial Statements A-37 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL MID-CAP GROWTH FUND
Schedule of Investments
September 30, 2010 (Unaudited)

	Shares		Value
CONVERTIBLE PREFERRED STOCKS — 0.6%
Industrials — 0.6%
Better Place LLC ‘B’ 8.000% * D +		98,662	$	295,986
Total Convertible Preferred Stocks (Cost $295,986)				295,986
COMMON STOCKS — 97.2%
Consumer Discretionary — 28.1%
Chipotle Mexican Grill Inc *		1,419		244,068
Ctrip.com International Ltd ADR (Cayman) *		35,058		1,674,019
Discovery Communications Inc ‘C’ *		14,270		544,971
Dollar Tree Inc *		2,905		141,648
Gafisa SA ADR (Brazil)		31,505		488,012
Groupe Aeroplan Inc (Canada)		42,018		516,190
Las Vegas Sands Corp *		48,165		1,678,550
Li & Fung Ltd (Bermuda)		284,200		1,592,042
Morningstar Inc *		14,844		661,449
Naspers Ltd ‘N’ (South Africa)		16,758		817,753
Netflix Inc *		7,992		1,295,983
New Oriental Education & Technology Group ADR (Cayman) *		7,748		756,050
NVR Inc *		802		519,319
priceline.com Inc *		4,932		1,718,013
Sears Holdings Corp *		4,182		301,689
Strayer Education Inc		2,583		450,733
Wynn Resorts Ltd		16,350		1,418,689
				14,819,178
Consumer Staples — 3.4%
Coca-Cola Enterprises Inc		17,033		528,023
Mead Johnson Nutrition Co		21,977		1,250,711
Natura Cosmeticos SA (Brazil)		200		5,403
				1,784,137
Energy — 4.0%
Petrohawk Energy Corp *		11,168		180,252
Range Resources Corp		19,712		751,619
Ultra Petroleum Corp (Canada) *		28,674		1,203,735
				2,135,606
Financials — 9.1%
Calamos Asset Management Inc ‘A’		21,362		245,663
CIT Group Inc *		11,730		478,819
Greenhill & Co Inc		10,332		819,534
IntercontinentalExchange Inc *		5,440		569,677
Leucadia National Corp *		32,549		768,807
Moody’s Corp		8,833		220,648
MSCI Inc ‘A’ *		34,727		1,153,284
T. Rowe Price Group Inc		10,356		518,473
				4,774,905
Health Care — 8.4%
Gen-Probe Inc *		16,666		807,634
IDEXX Laboratories Inc *		10,950		675,834
Illumina Inc *		28,297		1,392,212
Intuitive Surgical Inc *		1,753		497,396
Ironwood Pharmaceuticals Inc ‘A’ *		33,504		341,071
Techne Corp		11,379		702,426
				4,416,573
Industrials — 18.5%
C.H. Robinson Worldwide Inc		11,325		791,844
Covanta Holding Corp		43,913		691,630
Edenred (France) *		63,655		1,260,882
Expeditors International of Washington Inc		23,494		1,086,128
Fastenal Co		13,696		728,490
IHS Inc ‘A’ *		9,532		648,176
Intertek Group PLC (United Kingdom)		41,309		1,189,880
Schindler Holding AG (Switzerland)		9,903		1,063,084
Stericycle Inc *		11,089		770,464
The Corporate Executive Board Co		12,106		382,065
Verisk Analytics Inc ‘A’ *		39,369		1,102,726
				9,715,369
Information Technology — 19.2%
Akamai Technologies Inc *		15,065		755,962
Alibaba.com Ltd (Cayman) *		303,100		629,419
ARM Holdings PLC ADR (United Kingdom)		26,919		505,000
Autodesk Inc *		19,520		624,054
Citrix Systems Inc *		5,097		347,819
FactSet Research Systems Inc		1,031		83,645
Gartner Inc *		24,761		728,964
Red Hat Inc *		22,726		931,766
Redecard SA (Brazil)		47,316		738,823
Rovi Corp *		10,652		536,967
salesforce.com inc *		14,939		1,670,180
Solera Holdings Inc		26,069		1,151,207
Teradata Corp *		37,124		1,431,501
				10,135,307
Materials — 5.6%
Intrepid Potash Inc *		18,880		492,202
Lynas Corp Ltd (Australia) *		215,955		285,960
Martin Marietta Materials Inc		8,552		658,247
Nalco Holding Co		27,809		701,065
Rockwood Holdings Inc *		19,800		623,106
Texas Industries Inc		5,353		168,727
				2,929,307
Telecommunication Services — 0.9%
Millicom International Cellular SA (Luxembourg)		4,889		469,100
Total Common Stocks (Cost $37,329,458)				51,179,482
SHORT-TERM INVESTMENT — 1.1%
Money Market Fund — 1.1%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		602,996		602,996
Total Short-Term Investment (Cost $602,996)				602,996
TOTAL INVESTMENTS — 98.9% (Cost $38,228,440)				52,078,464
OTHER ASSETS & LIABILITIES, NET — 1.1%				556,686
NET ASSETS — 100.0%			$	52,635,150

See Notes to Financial Statements A-38 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL MID-CAP GROWTH FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

Notes to Schedule of Investments

(a) As of September 30, 2010, the Fund was diversified as a percentage of net assets as follows:

Consumer Discretionary	28.1	%
Information Technology	19.2	%
Industrials	19.1	%
Financials	9.1	%
Health Care	8.4	%
Materials	5.6	%
Energy	4.0	%
Consumer Staples	3.4	%
Short-Term Investment	1.1	%
Telecommunication Services	0.9	%
	98.9	%
Other Assets & Liabilities, Net	1.1	%
	100.0	%

(b)	Securities with a total aggregate value of $295,986 or 0.6% of the net assets were valued under the fair value procedures established by the Trust’s Board of Trustees.
(c)	As of September 30, 2010, 0.6% 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 holdings as categorized under the three-tier hierarchy of inputs used in valuing the Fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) as of September 30, 2010:

						Level 2		Level 3
		Total Value at		Level 1		Significant		Significant
		September 30, 2010		Quoted Price		Observable Inputs		Unobservable Inputs
Assets	Convertible Preferred Stocks (1)	$	295,986	$	—	$	—	$	295,986
	Common Stocks
	Consumer Discretionary		14,819,178		12,409,383		2,409,795		—
	Consumer Staples		1,784,137		1,784,137		—		—
	Energy		2,135,606		2,135,606		—		—
	Financials		4,774,905		4,774,905		—		—
	Health Care		4,416,573		4,416,573		—		—
	Industrials		9,715,369		7,462,405		2,252,964		—
	Information Technology		10,135,307		9,505,888		629,419		—
	Materials		2,929,307		2,643,347		285,960		—
	Telecommunication Services		469,100		469,100		—		—
			51,179,482		45,601,344		5,578,138		—
	Short-Term Investment		602,996		602,996		—		—
	Total	$	52,078,464	$	46,204,340	$	5,578,138	$	295,986

The following is a reconciliation of investments for significant unobservable inputs (level 3) used in valuing the Fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) for the six-month period ended September 30, 2010:

Change in Net

Unrealized

Appreciation

(Depreciation)

Total Change

Transfers

on Level 3

Value,

Net

Total Net

in Net

In and/

Holdings Held at

Beginning

Purchases

Realized

Unrealized

or Out of

Value,

the End of Period,

of Period

(Sales)

Gains (Losses)

Depreciation

Level 3

End of Period

if Applicable

Convertible Preferred Stocks (1)

$

816,515

$

—

$

—

$

(179,458

)

$

(341,071

)

$

295,986

$

—

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

See Notes to Financial Statements A-39 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL SMALL-CAP GROWTH FUND
Schedule of Investments
September 30, 2010 (Unaudited)

	Shares		Value
COMMON STOCKS — 95.5%
Consumer Discretionary — 18.2%
Aeropostale Inc *		5,380	$	125,085
American Public Education Inc *		5,750		188,945
AnnTaylor Stores Corp *		17,350		351,164
Carter’s Inc *		7,700		202,741
Coldwater Creek Inc *		25,750		135,703
Dana Holding Corp *		23,200		285,824
Gaylord Entertainment Co *		8,950		272,975
Grand Canyon Education Inc *		8,700		190,791
Interval Leisure Group Inc *		17,165		231,213
Life Time Fitness Inc *		6,020		237,609
LKQ Corp *		14,600		303,680
McCormick & Schmick’s Seafood Restaurants Inc *		11,075		86,164
Phillips-Van Heusen Corp		2,450		147,392
Shutterfly Inc *		11,375		295,636
Sotheby’s		7,900		290,878
The Cheesecake Factory Inc *		8,800		232,936
The Children’s Place Retail Stores Inc *		5,730		279,452
Tupperware Brands Corp		6,575		300,872
Ulta Salon, Cosmetics & Fragrance Inc *		9,800		286,160
Valassis Communications Inc *		6,250		211,813
Williams-Sonoma Inc		9,200		291,640
WMS Industries Inc *		6,390		243,267
				5,191,940
Consumer Staples — 2.3%
Diamond Foods Inc		5,600		229,544
Flowers Foods Inc		7,205		178,972
The Hain Celestial Group Inc *		8,035		192,679
United Natural Foods Inc *		2,100		69,552
				670,747
Energy — 3.2%
Cal Dive International Inc *		18,950		103,657
Concho Resources Inc *		2,150		142,266
Dril-Quip Inc *		2,015		125,152
Mariner Energy Inc *		5,040		122,119
Patriot Coal Corp *		15,520		177,083
Quicksilver Resources Inc *		10,595		133,497
Rosetta Resources Inc *		5,300		124,497
				928,271
Financials — 3.7%
Greenhill & Co Inc		3,750		297,450
Investors Bancorp Inc *		14,550		172,272
Ocwen Financial Corp *		16,250		164,775
Platinum Underwriters Holdings Ltd (Bermuda)		4,760		207,155
Signature Bank *		5,300		205,852
				1,047,504
Health Care — 18.6%
Acorda Therapeutics Inc *		3,050		100,711
AGA Medical Holdings Inc *		8,350		116,566
Alexion Pharmaceuticals Inc *		3,950		254,222
AMERIGROUP Corp *		6,740		286,248
ArthroCare Corp *		4,700		127,746
Auxilium Pharmaceuticals Inc *		8,555		211,993
Bruker Corp *		20,440		286,773
Catalyst Health Solutions Inc *		7,700		271,117
Cubist Pharmaceuticals Inc *		4,750		111,103
Gentiva Health Services Inc *		8,980		196,213
Human Genome Sciences Inc *		5,548		165,275
Incyte Corp Ltd *		4,500		71,955
Insulet Corp *		16,120		227,937
LifePoint Hospitals Inc *		7,950		278,727
MedAssets Inc *		10,850		228,284
Medicis Pharmaceutical Corp ‘A’		7,780		230,677
Medidata Solutions Inc *		17,300		332,160
NuVasive Inc *		5,150		180,971
Optimer Pharmaceuticals Inc *		21,110		193,579
PAREXEL International Corp *		12,475		288,547
Savient Pharmaceuticals Inc *		11,845		270,895
Select Medical Holdings Corp *		21,350		164,395
Sirona Dental Systems Inc *		5,300		191,012
Thoratec Corp *		5,320		196,734
United Therapeutics Corp *		3,460		193,795
Wright Medical Group Inc *		10,460		150,729
				5,328,364
Industrials — 17.9%
Actuant Corp ‘A’		15,245		350,025
Aecom Technology Corp *		7,785		188,864
AirTran Holdings Inc *		35,130		258,206
BE Aerospace Inc *		8,395		254,452
CLARCOR Inc		6,590		254,572
Clean Harbors Inc *		3,550		240,513
Dollar Thrifty Automotive Group Inc *		5,900		295,826
Esterline Technologies Corp *		5,930		339,374
FTI Consulting Inc *		5,610		194,611
Genesee & Wyoming Inc ‘A’ *		7,120		308,937
GrafTech International Ltd *		17,150		268,055
ICF International Inc *		7,450		186,772
RBC Bearings Inc *		9,965		338,611
Resources Connection Inc		11,175		153,768
Tetra Tech Inc *		7,850		164,615
The Geo Group Inc *		13,830		322,931
Towers Watson & Co ‘A’		5,750		282,785
Waste Connections Inc *		8,440		334,730
Woodward Governor Co		11,530		373,803
				5,111,450
Information Technology — 24.8%
Acme Packet Inc *		2,900		110,026
ANSYS Inc *		3,170		133,933
Applied Micro Circuits Corp *		23,250		232,500
Aruba Networks Inc *		13,100		279,554
Atheros Communications Inc *		7,745		204,081
Cadence Design Systems Inc *		27,000		206,010
Concur Technologies Inc *		5,150		254,616
Finisar Corp *		18,400		345,736
GSI Commerce Inc *		11,340		280,098
Informatica Corp *		7,347		282,198
LogMeIn Inc *		7,615		273,988
Mellanox Technologies Ltd (Israel) *		8,990		176,564
Monolithic Power Systems Inc *		11,195		182,814
Netlogic Microsystems Inc *		7,130		196,645
NICE Systems Ltd ADR (Israel) *		10,145		317,437
Novellus Systems Inc *		12,300		326,934
OpenTable Inc *		5,390		366,951
Pegasystems Inc		7,830		243,122
QLIK Technologies Inc *		8,400		185,220
QLogic Corp *		14,750		260,190
Riverbed Technology Inc *		6,650		303,107
Skyworks Solutions Inc *		12,230		252,916
SMART Technologies Inc ‘A’ (Canada) *		6,500		88,075
Solera Holdings Inc		6,865		303,158
SRA International Inc ‘A’ *		5,150		101,558
Taleo Corp ‘A’ *		9,174		265,954
The Ultimate Software Group Inc *		6,000		231,840
VanceInfo Technologies Inc ADR (Cayman) *		7,681		248,404
VistaPrint NV (Netherlands) *		4,875		188,419
Wright Express Corp *		7,465		266,575
				7,108,623

See Notes to Financial Statements A-40 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL SMALL-CAP GROWTH FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

	Shares		Value
Materials — 4.0%
Gammon Gold Inc (Canada) *		16,200	$	113,562
Kraton Performance Polymers Inc *		5,400		146,609
Louisiana-Pacific Corp *		23,750		179,787
Rockwood Holdings Inc *		9,050		284,803
Silgan Holdings Inc		6,390		202,562
Solutia Inc *		5,350		85,706
STR Holdings Inc *		5,750		123,854
				1,136,883
Telecommunication Services — 1.6%
SBA Communications Corp ‘A’ *		4,150		167,244
Syniverse Holdings Inc *		13,085		296,636
				463,880
Utilities — 1.2%
ITC Holdings Corp		5,280		328,679
Total Common Stocks (Cost $21,063,688)				27,316,341
SHORT-TERM INVESTMENT — 5.1%
Money Market Fund — 5.1%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		1,462,084		1,462,084
Total Short-Term Investment (Cost $1,462,084)				1,462,084
TOTAL INVESTMENTS — 100.6% (Cost $22,525,772)				28,778,425
OTHER ASSETS & LIABILITIES, NET — (0.6%)				(169,511	)
NET ASSETS — 100.0%			$	28,608,914

Notes to Schedule of Investments

(a) As of September 30, 2010, the Fund was diversified as a percentage of net assets as follows:

Information Technology	24.8	%
Health Care	18.6	%
Consumer Discretionary	18.2	%
Industrials	17.9	%
Short-Term Investment	5.1	%
Materials	4.0	%
Financials	3.7	%
Energy	3.2	%
Consumer Staples	2.3	%
Telecommunication Services	1.6	%
Utilities	1.2	%
	100.6	%
Other Assets & Liabilities, Net	(0.6	%)
	100.0	%

(b)	Fair Value Measurements
	The following is a summary of the Fund’s holdings as categorized under the three-tier hierarchy of inputs used in valuing the Fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) as of September 30, 2010:

						Level 2		Level 3
		Total Value at		Level 1		Significant		Significant
		September 30, 2010		Quoted Price		Observable Inputs		Unobservable Inputs
Assets	Common Stocks (1)	$	27,316,341	$	27,316,341	$	—	$	—
	Short-Term Investment		1,462,084		1,462,084		—		—
	Total	$	28,778,425	$	28,778,425	$	—	$	—

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

See Notes to Financial Statements A-41 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL SMALL-CAP VALUE FUND
Schedule of Investments
September 30, 2010 (Unaudited)

	Shares		Value
COMMON STOCKS — 93.3%
Consumer Discretionary — 9.0%
Aaron’s Inc		33,400	$	616,230
Bob Evans Farms Inc		5,800		162,806
Brown Shoe Co Inc		4,461		51,168
Dover Downs Gaming & Entertainment Inc		3,800		12,920
Hillenbrand Inc		12,200		262,422
International Speedway Corp ‘A’		15,000		366,000
Jones Apparel Group Inc		24,600		483,144
PetMed Express Inc		11,900		208,250
Phillips-Van Heusen Corp		11,800		709,888
RadioShack Corp		29,700		633,501
Sturm Ruger & Co Inc		11,800		160,952
The Buckle Inc		23,500		623,690
The Pep Boys-Manny, Moe & Jack		6,600		69,828
Weight Watchers International Inc		20,100		626,919
Wolverine World Wide Inc		22,500		652,725
				5,640,443
Consumer Staples — 8.6%
Cal-Maine Foods Inc		11,000		318,780
Casey’s General Stores Inc		15,900		663,825
Cia Cervecerias Unidas SA ADR (Chile)		4,800		267,120
Corn Products International Inc		20,500		768,750
Del Monte Foods Co		54,100		709,251
Embotelladora Andina SA ‘B’ ADR (Chile)		8,400		240,660
Ruddick Corp		16,800		582,624
Sanderson Farms Inc		13,300		575,757
The Andersons Inc		6,609		250,481
Universal Corp		14,000		561,260
Vector Group Ltd		7,033		131,508
WD-40 Co		6,200		235,724
Weis Markets Inc		3,600		140,868
				5,446,608
Energy — 15.5%
Alliance Resource Partners LP		4,200		245,028
Berry Petroleum Co ‘A’		21,200		672,676
Buckeye Partners LP		9,500		603,250
Cimarex Energy Co		11,100		734,598
El Paso Pipeline Partners LP		11,000		352,770
EXCO Resources Inc		42,600		633,462
Frontline Ltd (Bermuda)		22,100		628,303
Holly Corp		25,400		730,250
Linn Energy LLC		26,200		837,352
Magellan Midstream Partners LP		13,700		704,865
NuStar Energy LP		9,000		555,570
Ship Finance International Ltd (Bermuda)		16,700		324,481
Southern Union Co		27,200		654,432
Sunoco Logistics Partners LP		4,200		330,330
TC Pipelines LP		3,600		167,580
Tidewater Inc		14,500		649,745
TransMontaigne Partners LP		4,200		144,228
Tsakos Energy Navigation Ltd (Bermuda)		11,000		146,520
World Fuel Services Corp		24,800		645,048
				9,760,488
Financials — 13.4%
Advance America Cash Advance Centers Inc		23,700		95,511
American Equity Investment Life Holding Co		15,800		161,792
American Financial Group Inc		23,300		712,514
American Physicians Capital Inc		3,300		136,818
Bank of Hawaii Corp		14,200		637,864
Cash America International Inc		16,300		570,500
Chimera Investment Corp REIT		148,500		586,575
CommonWealth REIT		11,350		290,560
CreXus Investment Corp REIT		8,000		96,240
Cullen/Frost Bankers Inc		11,400		614,118
Delphi Financial Group Inc ‘A’		22,500		562,275
Equity One Inc REIT		19,200		324,096
Federated Investors Inc ‘B’		26,300		598,588
Franklin Street Properties Corp REIT		30,200		375,084
Healthcare Realty Trust Inc REIT		23,500		549,665
Infinity Property & Casualty Corp		4,300		209,711
Montpelier Re Holdings Ltd (Bermuda)		4,000		69,280
Prosperity Bancshares Inc		6,400		207,808
PS Business Parks Inc REIT		7,100		401,647
Raymond James Financial Inc		20,800		526,864
RLI Corp		7,100		402,002
Sovran Self Storage Inc REIT		8,600		325,940
				8,455,452
Health Care — 6.8%
Invacare Corp		13,700		363,187
Owens & Minor Inc		22,600		643,196
PerkinElmer Inc		29,550		683,787
STERIS Corp		20,800		690,976
Teleflex Inc		11,700		664,326
The Cooper Cos Inc		16,900		781,118
West Pharmaceutical Services Inc		13,700		470,047
				4,296,637
Industrials — 11.1%
Baltic Trading Ltd		8,600		94,686
Barnes Group Inc		22,100		388,739
Belden Inc		18,400		485,392
Bucyrus International Inc		11,300		783,655
Crane Co		18,900		717,066
Cubic Corp		5,300		216,240
Curtiss-Wright Corp		17,000		515,100
Elbit Systems Ltd (Israel)		1,700		90,151
Ennis Inc		14,300		255,827
Great Lakes Dredge & Dock Co		4,900		28,469
Harsco Corp		20,000		491,600
KBR Inc		27,800		684,992
SkyWest Inc		21,000		293,160
The Brink’s Co		22,200		510,600
Triumph Group Inc		8,600		641,474
UniFirst Corp		3,900		172,185
Valmont Industries Inc		8,900		644,360
				7,013,696
Information Technology — 2.3%
AVX Corp		2,700		37,314
Diebold Inc		21,200		659,108
Himax Technologies Inc ADR (Cayman)		20,500		50,840
Jabil Circuit Inc		45,600		657,096
Micrel Inc		1,600		15,776
				1,420,134
Materials — 13.5%
AMCOL International Corp		7,800		204,282
Bemis Co Inc		22,300		708,025
CF Industries Holdings Inc		1,038		99,129
Compass Minerals International Inc		9,500		727,890
HudBay Minerals Inc (Canada)		47,200		672,057
IAMGOLD Corp (Canada)		43,500		770,385
Innophos Holdings Inc		9,400		311,140
International Flavors & Fragrances Inc		15,900		771,468
Methanex Corp (Canada)		18,500		453,065
Royal Gold Inc		17,100		852,264
RPM International Inc		34,500		687,240
Sensient Technologies Corp		20,600		628,094

See Notes to Financial Statements A-42 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL SMALL-CAP VALUE FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

	Shares		Value
Sonoco Products Co		21,700	$	725,648
The Lubrizol Corp		8,500		900,745
				8,511,432
Telecommunication Services — 0.2%
Partner Communications Co Ltd ADR (Israel)		6,300		115,038
Utilities — 12.9%
AGL Resources Inc		15,800		606,088
American Water Works Co Inc		25,300		588,731
AmeriGas Partners LP		3,400		152,354
Atmos Energy Corp		21,100		617,175
Avista Corp		15,900		331,992
Cleco Corp		21,000		622,020
Energen Corp		13,600		621,792
National Fuel Gas Co		14,500		751,245
OGE Energy Corp		15,800		629,946
Southwest Gas Corp		13,000		436,670
Suburban Propane Partners LP		7,000		381,010
UGI Corp		21,100		603,671
Vectren Corp		21,400		553,618
Westar Energy Inc		24,300		588,789
WGL Holdings Inc		16,400		619,592
				8,104,693
Total Common Stocks (Cost $51,570,043)				58,764,621
SHORT-TERM INVESTMENT — 7.0%
Money Market Fund — 7.0%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		4,379,551		4,379,551
Total Short-Term Investment (Cost $4,379,551)				4,379,551
TOTAL INVESTMENTS — 100.3% (Cost $55,949,594)				63,144,172
OTHER ASSETS & LIABILITIES, NET — (0.3%)				(161,361	)
NET ASSETS — 100.0%			$	62,982,811

Notes to Schedule of Investments

(a) As of September 30, 2010, the Fund was diversified as a percentage of net assets as follows:

Energy	15.5	%
Materials	13.5	%
Financials	13.4	%
Utilities	12.9	%
Industrials	11.1	%
Consumer Discretionary	9.0	%
Consumer Staples	8.6	%
Short-Term Investment	7.0	%
Health Care	6.8	%
Information Technology	2.3	%
Telecommunication Services	0.2	%
	100.3	%
Other Assets & Liabilities, Net	(0.3	%)
	100.0	%

(b)	Fair Value Measurements
	The following is a summary of the Fund’s holdings as categorized under the three-tier hierarchy of inputs used in valuing the Fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) as of September 30, 2010:

						Level 2		Level 3
		Total Value at		Level 1		Significant		Significant
		September 30, 2010		Quoted Price		Observable Inputs		Unobservable Inputs
Assets	Common Stocks (1)	$	58,764,621	$	58,764,621	$	—	$	—
	Short-Term Investment		4,379,551		4,379,551		—		—
	Total	$	63,144,172	$	63,144,172	$	—	$	—

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

See Notes to Financial Statements A-43 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL REAL ESTATE FUND
Schedule of Investments
September 30, 2010 (Unaudited)

	Shares		Value
COMMON STOCKS — 95.0%
Consumer Discretionary — 4.2%
Starwood Hotels & Resorts Worldwide Inc		28,447	$	1,494,890
Financials — 89.6%
Acadia Realty Trust REIT		21,533		409,127
AMB Property Corp REIT		31,426		831,846
American Campus Communities Inc REIT		2,310		70,316
Apartment Investment & Management Co ‘A’ REIT		9,210		196,910
AvalonBay Communities Inc REIT		12,979		1,348,907
BioMed Realty Trust Inc REIT		4,425		79,296
Boston Properties Inc REIT		21,479		1,785,334
Brookfield Properties Corp (Canada)		67,159		1,042,308
Camden Property Trust REIT		18,126		869,504
Colony Financial Inc REIT		4,930		91,106
CommonWealth REIT		2,497		63,923
Coresite Realty Corp REIT *		4,080		66,871
Cousins Properties Inc REIT		65,746		469,426
CreXus Investment Corp REIT		6,780		81,563
DCT Industrial Trust Inc REIT		46,000		220,340
Digital Realty Trust Inc REIT		2,840		175,228
Douglas Emmett Inc REIT		5,150		90,177
Duke Realty Corp REIT		15,250		176,748
Equity Lifestyle Properties Inc REIT		11,934		650,164
Equity One Inc REIT		281		4,743
Equity Residential REIT		64,945		3,089,434
Federal Realty Investment Trust REIT		5,928		484,080
Forest City Enterprises Inc ‘A’ *		64,093		822,313
HCP Inc REIT		30,800		1,108,184
Healthcare Realty Trust Inc REIT		31,699		741,440
Host Hotels & Resorts Inc REIT		148,002		2,143,069
Hudson Pacific Properties Inc REIT		9,670		158,298
Kilroy Realty Corp REIT		3,654		121,094
Kite Realty Group Trust REIT		10,500		46,620
Lexington Realty Trust REIT		2,670		19,117
Liberty Property Trust REIT		8,604		274,468
LTC Properties Inc REIT		2,480		63,290
Mack-Cali Realty Corp REIT		26,119		854,352
Nationwide Health Properties Inc REIT		4,510		174,402
Parkway Properties Inc REIT		1,280		18,944
Plum Creek Timber Co Inc REIT		32,179		1,135,919
Post Properties Inc REIT		8,160		227,827
PS Business Parks Inc REIT		3,671		207,668
Public Storage REIT		17,397		1,688,205
Rayonier Inc REIT		3,920		196,470
Regency Centers Corp REIT		43,761		1,727,247
Retail Opportunity Investments Corp		29,913		286,267
Senior Housing Properties Trust REIT		25,763		605,431
Simon Property Group Inc REIT		43,937		4,074,717
Sovran Self Storage Inc REIT		2,912		110,365
Starwood Property Trust Inc REIT		14,290		283,942
Taubman Centers Inc REIT		2,423		108,090
The Macerich Co REIT		3,812		163,725
Ventas Inc REIT		7,830		403,793
Vornado Realty Trust REIT		24,401		2,087,018
Winthrop Realty Trust REIT		8,790		108,645
				32,258,271
Health Care — 1.2%
Assisted Living Concepts Inc ‘A’ *		12,210		371,673
Capital Senior Living Corp *		12,030		64,121
				435,794
Total Common Stocks (Cost $22,586,163)				34,188,955
SHORT-TERM INVESTMENT — 5.6%
Money Market Fund — 5.6%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		2,011,284		2,011,284
Total Short-Term Investment (Cost $2,011,284)				2,011,284
TOTAL INVESTMENTS — 100.6% (Cost $24,597,447)				36,200,239
OTHER ASSETS & LIABILITIES, NET — (0.6%)				(211,573	)
NET ASSETS — 100.0%			$	35,988,666

Notes to Schedule of Investments

(a) As of September 30, 2010, the Fund was diversified by property sector as a percentage of net assets as follows:

Specialized	23.4	%
Retail	19.4	%
Residential	17.8	%
Diversified	9.8	%
Office	9.5	%
Real Estate Operating Companies	5.6	%
Hotels, Resort & Cruise Lines	4.2	%
Industrial	2.9	%
Mortgage	1.2	%
Health Care Facilities	1.2	%
	95.0	%
Short-Term Investment	5.6	%
Other Assets & Liabilities, Net	(0.6	%)
	100.0	%

See Notes to Financial Statements A-44 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL REAL ESTATE FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

(b)	Fair Value Measurements
	The following is a summary of the Fund’s holdings as categorized under the three-tier hierarchy of inputs used in valuing the Fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) as of September 30, 2010:

						Level 2		Level 3
		Total Value at		Level 1		Significant		Significant
		September 30, 2010		Quoted Price		Observable Inputs		Unobservable Inputs
Assets	Common Stocks (1)	$	34,188,955	$	34,188,955	$	—	$	—
	Short-Term Investment		2,011,284		2,011,284		—		—
	Total	$	36,200,239	$	36,200,239	$	—	$	—

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

See Notes to Financial Statements A-45 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL EMERGING MARKETS FUND
Schedule of Investments
September 30, 2010 (Unaudited)

	Shares		Value
PREFERRED STOCKS — 7.8%
Brazil — 7.8%
Anhanguera Educacional Participacoes SA		11,500	$	203,901
Cia de Bebidas das Americas ADR		4,000		495,120
Lojas Americanas SA		74,840		676,745
Petroleo Brasileiro SA ADR		51,400		1,686,948
Vale SA ADR		36,040		1,000,110
				4,062,824
Total Preferred Stocks (Cost $2,870,409)				4,062,824
COMMON STOCKS — 87.5%
Bermuda — 0.7%
Credicorp Ltd		2,430		276,777
Dairy Farm International Holdings Ltd		15,400		117,040
				393,817
Brazil — 6.7%
B2W Cia Global do Varejo		21,200		389,794
BM&F BOVESPA SA		61,816		517,325
Cyrela Brazil Realty SA Empreendimentos e Participacoes		22,800		321,652
Diagnosticos da America SA		25,900		307,218
Embraer-Empresa Brasileira de Aeronautica SA ADR		19,570		555,592
Estacio Participacoes SA		6,500		74,527
Fleury SA		1,000		12,405
MRV Engenharia e Participacoes SA		28,300		271,794
Multiplan Empreendimentos Imobiliarios SA		9,400		199,833
Natura Cosmeticos SA		33,300		899,612
				3,549,752
Canada — 1.0%
Niko Resources Ltd		2,448		240,922
Pacific Rubiales Energy Corp *		10,018		281,680
				522,602
Cayman -2.1%
Ambow Education Holding Ltd ADR *		7,440		74,102
Baidu Inc ADR *		2,530		259,629
Ctrip.com International Ltd ADR *		5,730		273,608
Mindray Medical International Ltd ADR		1,620		47,903
Tencent Holdings Ltd		15,000		326,711
Tingyi Holding Corp		44,000		120,902
				1,102,855
Chile — 1.0%
Banco Santander Chile SA		1,931,299		179,693
Cencosud SA		50,297		340,582
				520,275
China -1.6%
China Shenhua Energy Co Ltd ‘H’		66,000		271,801
PetroChina Co Ltd ‘H’		422,000		490,655
Shanghai Zhenhua Heavy Industry Co Ltd ‘B’ *		130,090		71,329
				833,785
Colombia — 1.0%
Almacenes Exito SA		3,698		45,939
Almacenes Exito SA GDR ~		9,500		118,127
BanColombia SA ADR		5,360		351,777
				515,843
Denmark — 1.0%
Carlsberg AS ‘B’		5,079		528,456
Egypt — 1.7%
Commercial International Bank SAE		65,456		492,557
Eastern Co SAE		3,596		80,003
Egyptian Financial Group-Hermes Holding		62,591		319,735
				892,295
France — 0.6%
CFAO SA		8,580		342,658
Hong Kong — 8.8%
China Mobile Ltd		60,500		618,910
China Resources Enterprise Ltd		151,000		682,305
CNOOC Ltd		639,000		1,240,271
Hang Lung Group Ltd		35,000		228,218
Hang Lung Properties Ltd		157,000		764,566
Hong Kong Exchanges & Clearing Ltd		55,600		1,093,084
				4,627,354
India — 12.8%
Asian Paints Ltd		1,200		71,230
Colgate Palmolive India Ltd		6,900		133,961
Divi’s Laboratories Ltd		15,744		241,842
HDFC Bank Ltd ADR		4,060		748,542
Hindustan Unilever Ltd		108,660		745,871
Housing Development Finance Corp		55,692		907,519
ICICI Bank Ltd ADR		11,090		552,837
Infosys Technologies Ltd		31,152		2,109,835
Sun Pharmaceutical Industries Ltd *		4,848		217,949
Tata Consultancy Services Ltd		28,446		585,650
Zee Entertainment Enterprises Ltd		60,893		406,566
				6,721,802
Indonesia — 2.6%
P.T. Astra International Tbk		62,400		395,989
P.T. Bank Central Asia Tbk		294,000		220,543
P.T. Telekomunikasi Indonesia Tbk		470,900		485,730
P.T. Unilever Indonesia Tbk		134,500		253,878
				1,356,140
Kenya — 0.1%
East African Breweries Ltd		15,205		35,400
Luxembourg — 1.2%
Tenaris SA ADR		15,780		606,268
Mexico — 9.3%
America Movil SAB de CV ‘L’ ADR		36,030		1,921,480
Corporacion GEO SAB de CV ‘B’ *		38,715		110,846
Fomento Economico Mexicano SAB de CV		118,431		602,321
Fomento Economico Mexicano SAB de CV ADR		11,950		606,224
Grupo Financiero Inbursa SAB de CV ‘O’		29,948		118,113
Grupo Modelo SAB de CV ‘C’		97,681		540,276
Grupo Televisa SA ADR		15,620		295,530
Impulsora del Desarrollo y el Empleo en America Latina SAB de CV *		86,000		104,415
SARE Holding SAB de CV ‘B’ *		155,018		34,075
Wal-Mart de Mexico SAB de CV ‘V’		232,476		584,804
				4,918,084

See Notes to Financial Statements A-46 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL EMERGING MARKETS FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

	Shares		Value
Nigeria — 0.3%
Nigerian Breweries PLC		340,600	$	164,371
Norway — 0.4%
DNO International ASA *		131,068		202,230
Philippines — 3.2%
Jollibee Foods Corp		111,800		234,209
Philippine Long Distance Telephone Co		4,100		244,218
SM Investments Corp		23,070		299,122
SM Prime Holdings Inc		3,112,460		893,012
				1,670,561
Russia — 4.1%
Magnit OJSC		11,420		1,333,372
NovaTek OAO GDR (LI)		5,500		473,662
NovaTek OAO GDR (OTC)~ ∆		4,000		344,482
				2,151,516
South Africa — 5.6%
Anglo Platinum Ltd *		6,126		579,525
Impala Platinum Holdings Ltd		37,319		961,275
JSE Ltd		2,751		29,029
MTN Group Ltd		34,315		619,742
Standard Bank Group Ltd		46,178		732,993
				2,922,564
South Korea — 4.4%
MegaStudy Co Ltd		1,725		255,574
NHN Corp *		8,100		1,392,227
Shinsegae Co Ltd		1,314		693,606
				2,341,407
Taiwan — 6.0%
Epistar Corp		212,000		669,950
HTC Corp		32,772		744,367
MediaTek Inc		49,684		697,175
Synnex Technology International Corp		84,118		195,198
Taiwan Semiconductor Manufacturing Co Ltd		420,993		833,145
				3,139,835
Thailand — 0.2%
Siam Commercial Bank PCL		36,000		122,768
Turkey — 3.0%
Anadolu Efes Biracilik Ve Malt Sanayii AS		9,738		152,075
BIM Birlesik Magazalar AS		11,101		320,389
Enka Insaat ve Sanayi AS		133,850		582,857
Haci Omer Sabanci Holding AS		96,005		496,215
Turkiye Garanti Bankasi AS		959		5,557
				1,557,093
United Arab Emirates — 0.7%
DP World Ltd		701,950		365,206
United Kingdom — 6.6%
Anglo American PLC		26,807		1,064,091
Antofagasta PLC		5,060		98,364
Cairn Energy PLC *		66,200		472,429
SABMiller PLC		39,900		1,277,340
Tullow Oil PLC		28,530		571,114
				3,483,338
United States — 0.8%
Sohu.com Inc *		7,710		444,250
Total Common Stocks (Cost $27,600,534)				46,032,525
EQUITY-LINKED STRUCTURED SECURITIES — 0.1%
Vietnam — 0.1%
UBS AG (for Vietnam Dairy Products) Exp 02/12/12 * Δ		11,700		53,126
Total Equity-Linked Structured Securities (Cost $54,617)				53,126
SHORT-TERM INVESTMENT — 3.7%
Money Market Fund — 3.7%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		1,958,333		1,958,333
Total Short-Term Investment (Cost $1,958,333)				1,958,333
TOTAL INVESTMENTS — 99.1% (Cost $32,483,893)				52,106,808
OTHER ASSETS & LIABILITIES, NET — 0.9%				493,481
NET ASSETS — 100.0%			$	52,600,289

Notes to Schedule of Investments

(a) As of September 30, 2010, the Fund was diversified as a percentage of net assets as follows:

	��
Consumer Staples		20.7	%
Financials		17.7	%
Information Technology		15.7	%
Energy		13.1	%
Consumer Discretionary		8.3	%
Telecommunication Services		7.4	%
Materials		7.2	%
Industrials		3.7	%
Short-Term Investment		3.7	%
Health Care		1.6	%
		99.1	%
Other Assets & Liabilities, Net		0.9	%
		100.0	%

See Notes to Financial Statements A-47 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL EMERGING MARKETS FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

(b) As of September 30, 2010, the Fund was diversified by geographical region as a percentage of net assets as follows:

Brazil	14.5	%
India	12.8	%
Mexico	9.3	%
Hong Kong	8.8	%
United Kingdom	6.6	%
Taiwan	6.0	%
South Africa	5.6	%
United States	4.5	%
South Korea	4.4	%
Russia	4.1	%
Philippines	3.2	%
Turkey	3.0	%
Indonesia	2.6	%
Cayman	2.1	%
Egypt	1.7	%
China	1.6	%
Luxembourg	1.2	%
Denmark	1.0	%
Canada	1.0	%
Chile	1.0	%
Colombia	1.0	%
Others (each less than 1.0%)	3.1	%
	99.1	%
Other Assets & Liabilities, Net	0.9	%
	100.0	%

(c)	As of September 30, 2010, 0.8% of the Fund’s net assets were reported illiquid by the portfolio manager under the Trust’s policy.
(d)	Fair Value Measurements
	The following is a summary of the Fund’s holdings as categorized under the three-tier hierarchy of inputs used in valuing the Fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) as of September 30, 2010:

						Level 2		Level 3
		Total Value at		Level 1		Significant		Significant
		September 30, 2010		Quoted Price		Observable Inputs		Unobservable Inputs
Assets	Preferred Stocks (1)	$	4,062,824	$	4,062,824	$	—	$	—
	Common Stocks
	Bermuda		393,817		393,817		—		—
	Brazil		3,549,752		3,549,752		—		—
	Canada		522,602		522,602		—		—
	Cayman		1,102,855		655,242		447,613		—
	Chile		520,275		520,275		—		—
	China		833,785		—		833,785		—
	Colombia		515,843		515,843		—		—
	Denmark		528,456		—		528,456		—
	Egypt		892,295		—		892,295		—
	France		342,658		—		342,658		—
	Hong Kong		4,627,354		—		4,627,354		—
	India		6,721,802		1,301,379		5,420,423		—
	Indonesia		1,356,140		—		1,356,140		—
	Kenya		35,400		35,400		—		—
	Luxembourg		606,268		606,268		—		—
	Mexico		4,918,084		4,918,084		—		—
	Nigeria		164,371		164,371		—		—
	Norway		202,230		—		202,230		—
	Philippines		1,670,561		—		1,670,561		—
	Russia		2,151,516		—		2,151,516		—
	South Africa		2,922,564		29,029		2,893,535		—
	South Korea		2,341,407		—		2,341,407		—
	Taiwan		3,139,835		—		3,139,835		—
	Thailand		122,768		—		122,768		—
	Turkey		1,557,093		—		1,557,093		—
	United Arab Emirates		365,206		—		365,206		—
	United Kingdom		3,483,338		—		3,483,338		—
	United States		444,250		444,250		—		—
			46,032,525		13,656,312		32,376,213		—
	Equity-Linked Structured Securities		53,126		—		53,126		—
	Short-Term Investment		1,958,333		1,958,333		—		—
	Total	$	52,106,808	$	19,677,469	$	32,429,339	$	—

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

See Notes to Financial Statements A-48 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL INTERNATIONAL LARGE-CAP FUND
Schedule of Investments
September 30, 2010 (Unaudited)

	Shares		Value
COMMON STOCKS — 98.6%
Austria — 0.4%
Erste Group Bank AG		11,383	$	457,402
Bermuda — 2.0%
Esprit Holdings Ltd		227,300		1,231,115
Li & Fung Ltd		217,200		1,216,719
				2,447,834
Brazil — 0.7%
Banco Santander Brasil SA ADR		57,090		786,129
Canada — 2.9%
Canadian National Railway Co		55,140		3,530,063
Czech Republic — 0.7%
Komercni Banka AS		3,738		810,717
France — 14.5%
Air Liquide SA		20,412		2,496,506
AXA SA		61,440		1,077,130
Danone SA		29,725		1,781,506
Legrand SA		23,430		792,794
LVMH Moet Hennessy Louis Vuitton SA		30,880		4,535,614
Pernod-Ricard SA		21,068		1,762,424
Schneider Electric SA		30,443		3,867,547
Total SA		20,000		1,033,419
				17,346,940
Germany — 11.2%
Bayer AG		23,329		1,626,036
Beiersdorf AG		32,780		2,006,465
Deutsche Boerse AG		23,500		1,568,122
E.ON AG		15,394		453,992
Linde AG		36,200		4,708,641
MAN SE		10,188		1,109,117
Merck KGaA		11,730		985,006
SAP AG		20,340		1,005,991
				13,463,370
Hong Kong — 1.2%
China Unicom Ltd		376,000		549,844
CNOOC Ltd		486,000		943,304
				1,493,148
India — 3.1%
ICICI Bank Ltd ADR		33,190		1,654,522
Infosys Technologies Ltd ADR		31,070		2,091,322
				3,745,844
Japan — 10.9%
Aeon Credit Service Co Ltd		30,900		333,528
Canon Inc		34,350		1,604,353
Denso Corp		27,300		811,025
FANUC Ltd		11,400		1,455,101
Hirose Electric Co Ltd		2,700		272,622
HOYA Corp		90,900		2,219,906
INPEX Corp		347		1,632,322
Konica Minolta Holdings Inc		63,000		617,499
Lawson Inc		32,900		1,505,362
Nomura Holdings Inc		129,900		624,945
Shin-Etsu Chemical Co Ltd		40,000		1,951,887
				13,028,550
Mexico — 0.3%
America Movil SAB de CV ‘L’ ADR		6,630		353,578
Netherlands — 10.5%
Akzo Nobel NV		33,840		2,086,670
Heineken NV		72,380		3,754,529
ING Groep NV CVA *		202,590		2,100,989
Randstad Holding NV *		31,180		1,416,658
TNT NV		48,683		1,310,163
Wolters Kluwer NV		90,190		1,895,386
				12,564,395
Singapore — 1.2%
Keppel Corp Ltd		45,000		307,204
Singapore Telecommunications Ltd		486,380		1,160,787
				1,467,991
South Africa — 0.9%
MTN Group Ltd		59,170		1,068,633
South Korea — 1.4%
Samsung Electronics Co Ltd		2,430		1,654,853
Spain — 0.9%
Banco Santander SA		42,746		542,544
Red Electrica Corp SA		10,145		477,775
				1,020,319
Sweden — 0.9%
Svenska Cellulosa AB ‘B’		66,800		1,018,068
Switzerland — 13.1%
Actelion Ltd *		10,201		408,627
Cie Financiere Richemont SA ‘A’		44,634		2,153,540
Givaudan SA		1,170		1,197,333
Julius Baer Group Ltd		61,093		2,225,482
Nestle SA		81,154		4,326,112
Roche Holding AG		22,440		3,066,023
Sonova Holding AG		4,898		598,764
Swiss Reinsurance Co Ltd		17,105		750,325
UBS AG (XVTX) *		58,869		1,002,288
				15,728,494
Taiwan — 1.2%
Taiwan Semiconductor Manufacturing Co Ltd ADR		146,400		1,484,496
United Kingdom — 18.7%
BG Group PLC		33,550		590,718
Burberry Group PLC		61,930		1,013,620
Diageo PLC		160,190		2,756,947
Hays PLC		354,190		629,431
HSBC Holdings PLC (LI)		354,889		3,590,031
Ladbrokes PLC		112,787		237,766
Reckitt Benckiser Group PLC		73,424		4,043,992
Royal Dutch Shell PLC ‘A’ (LI)		60,340		1,818,327
Smiths Group PLC		76,880		1,474,596
Standard Chartered PLC		80,817		2,320,612

See Notes to Financial Statements A-49 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL INTERNATIONAL LARGE-CAP FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

	Shares		Value
Tesco PLC		265,717	$	1,772,486
William Hill PLC		110,910		289,668
WPP PLC		167,850		1,861,034
				22,399,228
United States — 1.9%
Synthes Inc		20,000		2,314,894
Total Common Stocks (Cost $100,354,865)				118,184,946

	Principal
	Amount
SHORT-TERM INVESTMENTS — 4.6%
Commercial Paper — 4.6%
General Electric Co 0.120% due 10/01/10	$	2,404,000	2,404,000
JPMorgan Chase & Co 0.010% due 10/01/10		3,133,000	3,133,000
			5,537,000

	Shares
Money Market Fund — 0.0%
BlackRock Liquidity Funds Treasury Trust Fund Portfolio		14,760		14,760
Total Short-Term Investments (Cost $5,551,760)				5,551,760
TOTAL INVESTMENTS — 103.2% (Cost $105,906,625)				123,736,706
OTHER ASSETS & LIABILITIES, NET — (3.2%)				(3,801,051	)
NET ASSETS — 100.0%			$	119,935,655

Notes to Schedule of Investments

(a) As of September 30, 2010, the Fund was diversified as a percentage of net assets as follows:

Consumer Staples	19.8	%
Financials	16.6	%
Industrials	13.3	%
Consumer Discretionary	12.7	%
Materials	11.2	%
Information Technology	9.1	%
Health Care	7.5	%
Energy	5.0	%
Short-Term Investments	4.6	%
Telecommunication Services	2.6	%
Utilities	0.8	%
	103.2	%
Other Assets & Liabilities, Net	(3.2	%)
	100.0	%

(b) As of September 30, 2010, the Fund was diversified by geographical region as a percentage of net assets as follows:

United Kingdom	18.7	%
France	14.5	%
Switzerland	13.1	%
Germany	11.2	%
Japan	10.9	%
Netherlands	10.5	%
United States	6.5	%
India	3.1	%
Canada	2.9	%
Bermuda	2.0	%
South Korea	1.4	%
Hong Kong	1.2	%
Taiwan	1.2	%
Singapore	1.2	%
Others (each less than 1.0%)	4.8	%
	103.2	%
Other Assets & Liabilities, Net	(3.2	%)
	100.0	%

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

See Notes to Financial Statements A-50 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL INTERNATIONAL LARGE-CAP FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

(d)	Fair Value Measurements
	The following is a summary of the Fund’s holdings as categorized under the three-tier hierarchy of inputs used in valuing the Fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) as of September 30, 2010:

						Level 2		Level 3
		Total Value at		Level 1		Significant		Significant
		September 30, 2010		Quoted Price		Observable Inputs		Unobservable Inputs
Assets	Common Stocks
	Austria	$	457,402	$	—	$	457,402	$	—
	Bermuda		2,447,834		—		2,447,834		—
	Brazil		786,129		786,129		—		—
	Canada		3,530,063		3,530,063		—		—
	Czech Republic		810,717		—		810,717		—
	France		17,346,940		—		17,346,940		—
	Germany		13,463,370		2,006,465		11,456,905		—
	Hong Kong		1,493,148		—		1,493,148		—
	India		3,745,844		3,745,844		—		—
	Japan		13,028,550		—		13,028,550		—
	Mexico		353,578		353,578		—		—
	Netherlands		12,564,395		—		12,564,395		—
	Singapore		1,467,991		—		1,467,991		—
	South Africa		1,068,633		—		1,068,633		—
	South Korea		1,654,853		—		1,654,853		—
	Spain		1,020,319		—		1,020,319		—
	Sweden		1,018,068		—		1,018,068
	Switzerland		15,728,494		—		15,728,494		—
	Taiwan		1,484,496		1,484,496		—		—
	United Kingdom		22,399,228		—		22,399,228		—
	United States		2,314,894		—		2,314,894		—
			118,184,946		11,906,575		106,278,371		—
	Short-Term Investments		5,551,760		14,760		5,537,000		—
	Total	$	123,736,706	$	11,921,335	$	111,815,371	$	—

See Notes to Financial Statements A-51 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL INTERNATIONAL VALUE FUND
Schedule of Investments
September 30, 2010 (Unaudited)

	Shares		Value
PREFERRED STOCKS — 0.7%
Brazil — 0.7%
Vale SA ADR		21,000	$	582,750
Total Preferred Stocks (Cost $471,907)				582,750
COMMON STOCKS — 96.0%
Australia — 4.2%
Australia & New Zealand Banking Group Ltd		17,700		405,355
BHP Billiton Ltd		11,800		449,785
Boral Ltd		84,900		378,844
Challenger Financial Services Group Ltd		55,600		227,882
Incitec Pivot Ltd		145,742		507,327
National Australia Bank Ltd		60,822		1,490,328
				3,459,521
Austria — 0.6%
OMV AG		12,700		475,774
Belgium — 1.6%
Delhaize Group SA		10,400		755,684
KBC Groep NV *		12,000		538,624
				1,294,308
Bermuda — 1.3%
Esprit Holdings Ltd		126,501		685,162
Noble Group Ltd		281,272		404,233
				1,089,395
Canada — 5.0%
Agrium Inc		9,400		705,297
Lundin Mining Corp *		84,800		423,629
National Bank of Canada		6,200		391,259
Nexen Inc		44,077		886,766
Penn West Energy Trust		34,674		694,895
Suncor Energy Inc		19,912		648,316
The Toronto-Dominion Bank		5,300		383,502
				4,133,664
Cayman — 0.1%
Evergrande Real Estate Group Ltd		364,000		122,560
China — 0.7%
Bank of China Ltd ‘H’		508,000		265,384
China Petroleum & Chemical Corp ‘H’		332,000		292,918
				558,302
Denmark — 0.8%
Danske Bank AS *		27,000		648,172
Finland — 0.4%
Cargotec OYJ ‘B’		6,900		298,739
France — 14.2%
Arkema SA		8,000		408,789
BNP Paribas		19,219		1,371,687
Bouygues SA		28,900		1,245,114
Cap Gemini SA		15,200		763,127
Casino Guichard-Perrachon SA		2,934		268,846
Cie Generale de Geophysique-Veritas *		15,500		340,018
Electricite de France SA		18,200		785,630
France Telecom SA		39,200		847,833
Lagardere SCA		14,500		567,675
PPR		3,800		616,512
Renault SA *		16,000		824,650
Sanofi-Aventis SA		18,101		1,204,909
Societe Generale		13,627		787,954
Vallourec SA		4,814		478,761
Vivendi SA		45,560		1,248,724
				11,760,229
Germany — 9.2%
Allianz SE		11,610		1,311,668
Bayer AG		18,100		1,261,574
Bayerische Motoren Werke AG		16,600		1,164,397
Deutsche Bank AG		13,100		717,160
E.ON AG		47,396		1,397,777
Muenchener Rueckversicherungs AG		6,561		908,581
ThyssenKrupp AG		26,400		860,732
				7,621,889
Hong Kong — 0.6%
New World Development Ltd		260,688		523,675
Ireland — 0.3%
Smurfit Kappa Group PLC *		21,700		218,024
Italy — 3.6%
ENI SPA		41,089		887,826
Telecom Italia SPA		542,500		759,971
Telecom Italia SPA RSP		233,000		262,927
UniCredit SPA		405,630		1,038,783
				2,949,507
Japan — 22.2%
Aeon Co Ltd		27,300		292,685
Air Water Inc		10,000		118,852
Asahi Breweries Ltd		13,200		264,402
Asahi Glass Co Ltd		56,000		571,124
DIC Corp		114,000		201,259
Dowa Holdings Co Ltd		35,000		208,419
East Japan Railway Co		9,200		555,849
ITOCHU Corp		60,000		549,174
Japan Tobacco Inc		297		989,622
JFE Holdings Inc		12,400		379,368
JX Holdings Inc *		92,460		536,515
KDDI Corp		95		454,163
Konami Corp		10,800		190,668
Konica Minolta Holdings Inc		40,500		396,964
Mitsubishi Corp		39,200		931,357
Mitsubishi Materials Corp *		142,000		408,306
Mitsubishi Tanabe Pharma Corp		23,000		375,027
Mitsui & Co Ltd		50,500		750,882
Mitsui Fudosan Co Ltd		49,000		826,750
Namco Bandai Holdings Inc		12,100		112,139
NGK Spark Plug Co Ltd		27,000		361,656
Nippon Shokubai Co Ltd		22,000		191,503
Nippon Telegraph & Telephone Corp		22,500		985,551
Nissan Motor Co Ltd		100,400		879,245
ORIX Corp		9,810		750,837
Sharp Corp		77,000		767,537
Sony Corp		30,800		950,847
Sumitomo Electric Industries Ltd		41,700		508,574

See Notes to Financial Statements A-52 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL INTERNATIONAL VALUE FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

	Shares		Value
Sumitomo Mitsui Financial Group Inc		25,300	$	737,290
Sumitomo Realty & Development Co Ltd		21,000		434,652
The Tokyo Electric Power Co Inc		35,100		857,303
Tokyo Gas Co Ltd		117,000		532,115
Toshiba Corp		211,000		1,020,398
Zeon Corp		31,000		257,384
				18,348,417
Netherlands — 0.3%
Randstad Holding NV *		4,600		209,000
New Zealand — 0.3%
Telecom Corp of New Zealand Ltd (ASX)		191,460		286,973
Norway — 1.2%
DnB NOR ASA		48,200		657,958
Petroleum Geo-Services ASA *		26,150		299,901
				957,859
Poland — 0.4%
KGHM Polska Miedz SA		7,300		293,654
Russia — 0.9%
Gazprom OAO ADR		21,700		454,615
Lukoil OAO ADR		5,150		292,005
				746,620
South Korea — 1.0%
KB Financial Group Inc ADR		6,600		282,942
Samsung Electronics Co Ltd GDR ~		1,650		562,179
				845,121
Spain — 1.4%
Iberdrola SA		1,307		10,078
Telefonica SA		45,500		1,129,363
				1,139,441
Sweden — 0.6%
Electrolux AB ‘B’		21,700		534,991
Switzerland — 2.0%
Novartis AG		28,927		1,664,979
Taiwan — 0.5%
AU Optronics Corp ADR *		42,100		440,366
United Kingdom — 22.6%
AstraZeneca PLC		29,922		1,518,850
Aviva PLC		123,900		776,662
BAE Systems PLC		158,900		855,675
Barclays PLC		217,483		1,022,230
BP PLC		259,498		1,775,497
British American Tobacco PLC		21,300		795,462
FirstGroup PLC		53,500		305,117
Imperial Tobacco Group PLC		26,800		799,460
Inchcape PLC *		41,230		202,172
Kazakhmys PLC		24,700		563,473
Marks & Spencer Group PLC		133,900		817,890
Old Mutual PLC		280,500		612,174
Premier Foods PLC *		310,100		79,445
Rentokil Initial PLC *		219,300		354,970
Rio Tinto PLC		30,800		1,804,363
Royal Dutch Shell PLC ‘A’ (XAMS)		76,735		2,322,580
Thomas Cook Group PLC		93,500		252,729
TUI Travel PLC		93,400		314,621
Vodafone Group PLC		695,171		1,715,229
Xstrata PLC		94,660		1,813,235
				18,701,834
Total Common Stocks (Cost $76,593,726)				79,323,014
SHORT-TERM INVESTMENT — 3.3%
Money Market Fund — 3.3%
BlackRock Liquidity Funds Treasury
Trust Fund Portfolio		2,751,043		2,751,043
Total Short-Term Investment (Cost $2,751,043)				2,751,043
TOTAL INVESTMENTS — 100.0% (Cost $79,816,676)				82,656,807
OTHER ASSETS & LIABILITIES, NET — 0.0%				12,989
NET ASSETS — 100.00%			$	82,669,796

Notes to Schedule of Investments

(a) As of September 30, 2010, the Fund was diversified as a percentage of net assets as follows:

Financials	20.8	%
Materials	13.0	%
Consumer Discretionary	12.6	%
Energy	12.0	%
Industrials	9.7	%
Telecommunication Services	7.8	%
Health Care	7.3	%
Consumer Staples	5.1	%
Utilities	4.3	%
Information Technology	4.1	%
Short-Term Investment	3.3	%
	100.0	%
Other Assets & Liabilities, Net	0.0	%
	100.0	%

See Notes to Financial Statements A-53 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL INTERNATIONAL VALUE FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

(b) As of September 30, 2010, the Fund was diversified by geographical region as a percentage of net assets as follows:

United Kingdom	22.6	%
Japan	22.2	%
France	14.2	%
Germany	9.2	%
Canada	5.0	%
Australia	4.2	%
Italy	3.6	%
United States	3.3	%
Switzerland	2.0	%
Belgium	1.6	%
Spain	1.4	%
Bermuda	1.3	%
Norway	1.2	%
South Korea	1.0	%
Others (each less than 1.0%)	7.2	%
	100.0	%
Other Assets & Liabilities, Net	0.0	%
	100.0	%

(c) Open futures contracts outstanding as of September 30, 2010 were as follows:

				Net
	Number of	Notional		Unrealized
Long Futures Outstanding	Contracts	Amount		Depreciation
Dow Jones EURO STOXX 50 (12/10)	10	EUR	280,000	$	(8,469	)

(d) As of September 30, 2010, $220,462 in cash was segregated with the broker(s)/custodian for open futures contracts.

(e) Forward foreign currency contracts outstanding as of September 30, 2010 were as follows:

		Principal
Contracts		Amount				Unrealized
to Buy or		Covered by				Appreciation
to Sell	Currency	Contracts		Expiration	Counterparty	(Depreciation)
Buy	CAD		236,000	12/10	GSC	$	44
Sell	CAD		2,701,000	12/10	GSC		(17,426	)
						$	(17,382	)

See Notes to Financial Statements A-54 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
PL INTERNATIONAL VALUE FUND
Schedule of Investments (Continued)
September 30, 2010 (Unaudited)

(f) Fair Value Measurements

The following is a summary of the Fund’s holdings as categorized under the three-tier hierarchy of inputs used in valuing the Fund’s assets and liabilities (See Note 11 in Notes to Financial Statements) as of September 30, 2010:

								Level 2			Level 3
		Total Value at			Level 1			Significant			Significant
		September 30, 2010			Quoted Price			Observable Inputs			Unobservable Inputs
Assets	Preferred Stocks (1)	$	582,750		$	582,750		$	—		$	—
	Common Stocks
	Australia		3,459,521			—			3,459,521			—
	Austria		475,774			—			475,774			—
	Belgium		1,294,308			—			1,294,308			—
	Bermuda		1,089,395			—			1,089,395			—
	Canada		4,133,664			4,133,664			—			—
	Cayman Islands		122,560			—			122,560			—
	China		558,302			—			558,302			—
	Denmark		648,172			—			648,172			—
	Finland		298,739			—			298,739			—
	France		11,760,229			—			11,760,229			—
	Germany		7,621,889			—			7,621,889			—
	Hong Kong		523,675			—			523,675			—
	Ireland		218,024			218,024			—			—
	Italy		2,949,507			—			2,949,507			—
	Japan		18,348,417			—			18,348,417			—
	Netherlands		209,000			—			209,000			—
	New Zealand		286,973			—			286,973			—
	Norway		957,859			—			957,859			—
	Poland		293,654			—			293,654			—
	Russia		746,620			746,620			—			—
	South Korea		845,121			845,121			—			—
	Spain		1,139,441			—			1,139,441			—
	Sweden		534,991			—			534,991			—
	Switzerland		1,664,979			—			1,664,979			—
	Taiwan		440,366			440,366			—			—
	United Kingdom		18,701,834			—			18,701,834			—
			79,323,014			6,383,795			72,939,219			—
	Short-Term Investment		2,751,043			2,751,043			—			—
	Derivatives (2)
	Foreign Exchange Contracts		44			—			44			—
			82,656,851			9,717,588			72,939,263			—
Liabilities	Derivatives (2)
	Equity Contracts		(8,469	)		(8,469	)		—			—
	Foreign Exchange Contracts		(17,426	)		—			(17,426	)		—
			(25,895	)		(8,469	)		(17,426	)		—
	Total	$	82,630,956		$	9,709,119		$	72,921,837		$	—

(1)	For equity securities categorized in a single level, refer to the schedule of investments for further geographical region breakout.
(2)	Investments in derivatives include open futures contracts, and forward foreign currency contracts.

See Notes to Financial Statements A-55 See explanation of symbols and terms, if any, on page A-56

PACIFIC LIFE FUNDS
Schedule of Investments (Continued)
Explanation of Symbols and Terms
September 30, 2010 (Unaudited)

Explanation of Symbols:

*	Non-income producing securities.
"	Pass-through securities backed by a pool of mortgages or other loans on which principal payments are periodically made. Therefore, the effective maturity is shorter than the stated maturity.
^	Securities with their principal amount adjusted for inflation.
§	Variable rate securities. The rate shown is based on the latest available information as of September 30, 2010.
Ω	Securities were in default as of September 30, 2010.
±	The security is a perpetual bond and has no definite maturity date.
∞	Unsettled position. Contract rates do not take effect until settlement date.
~	Securities are not registered under the Securities Act of 1933 (1933 Act). These securities are either (1) exempt from registration pursuant to Rule 144A of the 1933 Act and may only be sold to “qualified institutional buyers”, or (2) the securities comply with Regulation S rules governing offers and sales made outside the United States without registration under the 1933 Act and contain certain restrictions as to public resale.
‡	Securities were fully or partially segregated with the broker(s)/custodian as collateral for securities sold short, delayed delivery securities, futures contracts, written option contracts and/or swap contracts, if any, as of September 30, 2010.
Δ	Illiquid holdings. Holdings were reported as illiquid by the portfolio manager or adviser pursuant to the Trust’s policy and procedures (See Note 2F in Notes to Financial Statements).
+	The fair values of these holdings were determined by the Board of Trustees (“Board”), a Board approved valuation committee, or a delegate of the Board in good faith in accordance with the procedures established by the Board and the provisions of the Investment Company Act of 1940 (See Note 2A in Notes to Financial Statements).
Counterparty Abbreviations:
BOA	Bank of America
BRC	Barclays
BNP	BNP Paribas
CIT	Citigroup
CSF	Credit Suisse
DUB	Deutsche Bank
GSC	Goldman Sachs
HSB	HSBC
JPM	JPMorgan Chase
MER	Merrill Lynch
MSC	Morgan Stanley
RBC	Royal Bank of Canada
RBS	Royal Bank of Scotland
UBS	UBS
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
IDR	Indonesian Rupiah
INR	Indian Rupee
JPY	Japanese Yen
KRW	Korean Won
MXN	Mexican Peso
MYR	Malaysian Ringitt
PHP	Philippine Peso
SGD	Singapore Dollar
TRY	Turkish Lira
TWD	Taiwan Dollar
USD	United States Dollar
ZAR	South African Rand
Other Abbreviations:
ADR	American Depositary Receipt
CBOT	Chicago Board of Trade
CPI	Consumer Price Index
CLO	Collateralized Loan Obligation
CME	Chicago Mercantile Exchange
CVA	Certificaten Van Aandelen (Dutch Certificate)
FDR	Fiduciary Depositary Receipt
GDR	Global Depositary Receipt
LI	London Stock Exchange
LIBOR	London Interbank Offered Rate
‘NY’	New York Shares
OTC	Over the Counter
REIT	Real Estate Investment Trust
RSP	Riparmio shares (Savings shares on Italian Stock Exchanges)
SDR	Swedish Depositary Receipt
VVPR	Verminderde Voorheffing Precompte Reduit (Belgium dividend coupon)
XAMS	Amsterdam Stock Exchange
XVTX	Virt-X Pan European Stock Exchange

Note: The descriptions and Standard & Poor’s quality ratings of the companies shown in the schedules of investments were obtained from published reports and other sources believed to be reliable.

See Notes to Financial Statements A-56

PACIFIC LIFE FUNDS

STATEMENTS OF ASSETS AND LIABILITIES

SEPTEMBER 30, 2010 (Unaudited)

	PL Floating		PL Inflation		PL Managed		PL Short Duration						PL Large-Cap
	Rate Loan		Managed		Bond		Bond		PL Comstock		PL Growth LT		Growth
	Fund		Fund		Fund		Fund		Fund		Fund		Fund
ASSETS
Investments and repurchase agreements, at cost	$	70,542,299	$	214,607,856	$	344,670,320	$	93,938,645	$	126,287,004	$	81,151,782	$	73,310,530
Investments, at value	$	71,074,039	$	222,335,940	$	316,372,180	$	89,893,637	$	139,350,753	$	98,679,933	$	86,487,189
Repurchase agreements, at value		—		—		35,300,000		5,100,000		—		—		—
Cash (1)		44,238		17,700		—		—		—		—		—
Foreign currency held, at value (2)		—		163,881		201,702		—		—		—		—
Receivables:
Dividends and interest		153,433		1,108,660		1,779,332		453,212		214,370		130,814		42,857
Foreign tax reclaim		—		—		—		—		—		29,035		—
Fund shares sold		136,147		—		286,011		—		289,842		89,405		63,968
Securities sold		973,944		488,895		4,411,992		2,011,199		36,803		401,084		1,320,731
Variation margin		—		—		2,771		7,311		—		—		—
Due from adviser		8,485		28,983		46,063		14,026		14,527		12,178		7,675
Forward foreign currency contracts appreciation		—		134,313		830,249		—		—		14,691		—
Prepaid expenses and other assets		483		1,570		2,406		711		1,485		1,039		3,173
Swap contracts, at value		—		381,356		1,651,544		—		—		—		—
Total Assets		72,390,769		224,661,298		360,884,250		97,480,096		139,907,780		99,358,179		87,925,593
LIABILITIES
Payables:
Due to brokers (3)		—		—		800,000		—		—		—		—
Fund shares redeemed		—		43,160		112,864		154		—		—		—
Securities purchased		4,800,622		46,067,597		59,463,110		6,748,449		213,871		228,938		1,424,397
Variation margin		—		400		—		—		—		—		—
Accrued advisory fees		35,378		58,753		97,485		30,432		82,668		42,993		48,988
Accrued administration fees		8,164		22,032		36,557		11,412		16,534		11,725		10,135
Accrued support service expenses		1,390		10,879		19,332		6,248		6,758		5,859		4,732
Accrued custodian fees and expenses		3,554		5,851		22,053		3,941		7,105		9,661		4,573
Accrued legal, audit and tax service fees		6,335		25,002		40,075		12,771		18,491		14,004		9,222
Accrued deferred trustee compensation and expenses		124		2,544		8,423		1,260		3,324		3,257		6,222
Accrued transfer agency out-of-pocket expenses		4,349		12,568		20,228		6,569		9,297		6,598		4,422
Accrued other		898		11,221		18,175		11,596		6,158		3,627		2,185
Forward foreign currency contracts depreciation		—		498,735		731,654		—		—		97,196		—
Outstanding options written, at value (premiums received $330,725 and $725,205, respectively)		—		214,757		806,835		—		—		—		—
Swap contracts, at value		—		76,882		402,145		—		—		—		—
Total Liabilities		4,860,814		47,050,381		62,578,936		6,832,832		364,206		423,858		1,514,876
NET ASSETS	$	67,529,955	$	177,610,917	$	298,305,314	$	90,647,264	$	139,543,574	$	98,934,321	$	86,410,717

(1)	Includes margin deposits of $17,700 segregated for futures contracts in the PL Inflation Managed Fund.
(2)	The cost of foreign currency for the PL Inflation Managed Fund and the PL Managed Bond Funds were $161,047 and $201,924, respectively.
(3)	The PL Managed Bond Fund received cash collateral to mitigate risk of loss to certain counterparties, which will be repaid based on master netting arrangements between the Fund and the counterparty. The Fund invests such cash collateral in investment securities (See Note 12 in Notes to Financial Statements).

See Notes to Financial Statements

B-1

PACIFIC LIFE FUNDS
STATEMENTS OF ASSETS AND LIABILITIES (Continued)
SEPTEMBER 30, 2010 (Unaudited)

	PL Floating			PL Inflation			PL Managed		PL Short Duration								PL Large-Cap
	Rate Loan			Managed			Bond		Bond		PL Comstock			PL Growth LT			Growth
	Fund			Fund			Fund		Fund		Fund			Fund			Fund
NET ASSETS CONSIST OF:
Paid-in capital	$	67,328,417		$	169,519,794		$	280,165,411	$	89,129,291	$	164,063,599		$	109,563,067		$	79,000,083
Undistributed/accumulated net investment income (loss)		701,342			542,562			927,925		249,007		709,502			112,390			(31,582	)
Undistributed/accumulated net realized gain (loss)		(1,031,544	)		(279,474	)		8,793,843		208,578		(38,293,276	)		(28,190,658	)		(5,734,443	)
Net unrealized appreciation on investments and assets and liabilities in foreign currencies		531,740			7,828,035			8,418,135		1,060,388		13,063,749			17,449,522			13,176,659
NET ASSETS	$	67,529,955		$	177,610,917		$	298,305,314	$	90,647,264	$	139,543,574		$	98,934,321		$	86,410,717
Class P Shares:
Net Assets	$	67,529,955		$	177,610,917		$	298,305,314	$	90,647,264	$	139,543,574		$	98,934,321		$	86,410,717
Shares of beneficial interest outstanding		6,850,635			16,540,769			26,583,268		8,963,756		13,400,942			8,929,791			11,083,643
Net Asset Value and offering price per share	$	9.86		$	10.74		$	11.22	$	10.11	$	10.41		$	11.08		$	7.80

See Notes to Financial Statements

B-2

PACIFIC LIFE FUNDS
STATEMENTS OF ASSETS AND LIABILITIES (Continued)
SEPTEMBER 30, 2010 (Unaudited)

	PL Large-Cap		PL Main Street		PL Mid-Cap		PL Mid-Cap		PL Small-Cap		PL Small-Cap
	Value		Core		Equity		Growth		Growth		Value		PL Real Estate
	Fund		Fund		Fund		Fund		Fund		Fund		Fund
ASSETS
Investments, at cost	$	178,491,614	$	115,605,767	$	99,859,966	$	38,228,440	$	22,525,772	$	55,949,594	$	24,597,447
Investments, at value	$	192,325,373	$	132,670,472	$	116,126,017	$	52,078,464	$	28,778,425	$	63,144,172	$	36,200,239
Receivables:
Dividends and interest		308,350		174,420		32,929		25,096		3,360		87,429		81,219
Foreign tax reclaim		17,254		—		—		—		—		—		—
Fund shares sold		506,637		241,842		245,066		8,796		25,209		83,778		40,843
Securities sold		—		340,257		1,913,257		1,886,342		363,558		95,425		2,568
Due from adviser		16,907		19,617		11,476		7,600		5,006		5,464		5,356
Prepaid expenses and other assets		1,878		1,665		1,184		667		2,802		452		473
Total Assets		193,176,399		133,448,273		118,329,929		54,006,965		29,178,360		63,416,720		36,330,698
LIABILITIES
Payables:
Fund shares redeemed		—		—		14,426		41,105		—		5,796		—
Securities purchased		2,921,959		—		1,182,881		1,266,194		536,315		366,178		294,264
Income distributions		—		—		—		—		—		—		38
Accrued advisory fees		97,553		47,404		59,792		29,341		13,265		37,282		26,052
Accrued administration fees		22,512		15,801		13,798		6,288		3,316		7,456		4,342
Accrued support service expenses		8,846		11,071		7,739		4,153		—		2,606		2,419
Accrued custodian fees and expenses		4,125		19,964		4,753		6,040		7,045		4,516		5,023
Accrued legal, audit and tax service fees		25,053		22,234		15,735		8,120		3,836		5,424		4,840
Accrued deferred trustee compensation and expenses		4,571		1,471		961		3,245		1,975		—		467
Accrued transfer agency out-of-pocket expenses		11,690		10,352		7,214		4,252		1,720		2,640		2,423
Accrued other		7,805		6,562		5,242		3,077		1,974		2,011		2,164
Total Liabilities		3,104,114		134,859		1,312,541		1,371,815		569,446		433,909		342,032
NET ASSETS	$	190,072,285	$	133,313,414	$	117,017,388	$	52,635,150	$	28,608,914	$	62,982,811	$	35,988,666

See Notes to Financial Statements

B-3

PACIFIC LIFE FUNDS
STATEMENTS OF ASSETS AND LIABILITIES (Continued)
SEPTEMBER 30, 2010 (Unaudited)

	PL Large-Cap			PL Main Street			PL Mid-Cap			PL Mid-Cap		PL Small-Cap			PL Small-Cap
	Value			Core			Equity			Growth		Growth			Value			PL Real Estate
	Fund			Fund			Fund			Fund		Fund			Fund			Fund
NET ASSETS CONSIST OF:
Paid-in capital	$	192,851,603		$	151,011,875		$	125,120,914		$	36,184,803	$	33,583,229		$	64,380,385		$	37,408,217
Undistributed/accumulated net investment income (loss)		1,173,017			562,241			612,808			80,499		(90,937	)		442,695			117,848
Undistributed/accumulated net realized gain (loss)		(17,788,094	)		(35,325,407	)		(24,982,385	)		2,519,656		(11,136,031	)		(9,034,771	)		(13,140,191	)
Net unrealized appreciation on investments and assets and liabilities in foreign currencies		13,835,759			17,064,705			16,266,051			13,850,192		6,252,653			7,194,502			11,602,792
NET ASSETS	$	190,072,285		$	133,313,414		$	117,017,388		$	52,635,150	$	28,608,914		$	62,982,811		$	35,988,666
Class P Shares:
Net Assets	$	190,072,285		$	133,313,414		$	117,017,388		$	52,635,150	$	28,608,914		$	62,982,811		$	35,988,666
Shares of beneficial interest outstanding		18,935,523			14,888,831			13,155,485			5,656,788		2,983,870			7,123,659			3,573,973
Net Asset Value and offering price per share	$	10.04		$	8.95		$	8.89		$	9.30	$	9.59		$	8.84		$	10.07

See Notes to Financial Statements

B-4

PACIFIC LIFE FUNDS
STATEMENTS OF ASSETS AND LIABILITIES (Continued)
SEPTEMBER 30, 2010 (Unaudited)

	PL Emerging		PLInternational		PL International
	Markets		Large-Cap		Value
	Fund		Fund		Fund
ASSETS
Investments, at cost	$	32,483,893	$	105,906,625	$	79,816,676
Investments, at value	$	52,106,808	$	123,736,706	$	82,656,807
Cash (1)		—		—		173,881
Foreign currency held, at value (1), (2)		298,918		329		93,777
Receivables:
Dividends and interest		49,612		288,529		257,933
Foreign tax reclaim		509		194,528		125,923
Fund shares sold		73,141		260,038		228,336
Securities sold		451,000		—		605,804
Due from adviser		22,969		19,885		16,176
Forward foreign currency contracts appreciation		—		—		44
Prepaid expenses and other assets		570		3,029		1,106
Total Assets		53,003,527		124,503,044		84,159,787
LIABILITIES
Payables:
Fund shares redeemed		—		—		397
Securities purchased		287,756		4,418,384		1,357,677
Variation margin		—		—		8,452
Deferred foreign capital gains tax		9,358		—		—
Accrued advisory fees		32,115		79,340		41,666
Accrued administration fees		6,022		14,001		9,615
Accrued support service expenses		2,634		—		5,741
Accrued custodian fees and expenses		47,881		24,010		21,204
Accrued legal, audit and tax service fees		7,214		15,928		12,807
Accrued deferred trustee compensation and expenses		769		2,623		3,856
Accrued transfer agency out-of-pocket expenses		3,373		7,290		5,838
Accrued other		6,116		5,813		5,312
Forward foreign currency contracts depreciation		—		—		17,426
Total Liabilities		403,238		4,567,389		1,489,991
NET ASSETS	$	52,600,289	$	119,935,655	$	82,669,796

(1)	Includes margin deposits of $220,462 held as collateral for futures contracts in the PL International Value Fund.
(2)	The cost of foreign currency for the PL Emerging Markets Fund, the PL International Large-Cap Fund and the PL International Value Fund was $297,807, $330 and $90,790 respectively.

See Notes to Financial Statements

B-5

PACIFIC LIFE FUNDS
STATEMENTS OF ASSETS AND LIABILITIES (Continued)
SEPTEMBER 30, 2010 (Unaudited)

	PL Emerging			PL International			PL International
	Markets			Large-Cap			Value
	Fund			Fund			Fund
NET ASSETS CONSIST OF:
Paid-in capital	$	37,363,500		$	117,955,655		$	129,512,590
Undistributed net investment income		349,238			942,104			902,047
Accumulated net realized loss		(4,726,584	)		(16,812,156	)		(50,570,725	)
Net unrealized appreciation on investments and assets and liabilities in foreign currencies		19,614,135			17,850,052			2,825,884
NET ASSETS	$	52,600,289		$	119,935,655		$	82,669,796
Class P Shares:
Net Assets	$	52,600,289		$	119,935,655		$	82,669,796
Shares of beneficial interest outstanding		3,812,634			8,617,136			9,290,613
Net Asset Value and offering price per share	$	13.80		$	13.92		$	8.90

See Notes to Financial Statements

B-6

PACIFIC LIFE FUNDS

STATEMENTS OF OPERATIONS

FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2010 (Unaudited)

	PL Floating			PL Inflation			PL Managed			PL Short Duration									PL Large-Cap
	Rate Loan			Managed			Bond			Bond			PL Comstock			PL Growth LT			Growth
	Fund			Fund			Fund			Fund			Fund			Fund			Fund
INVESTMENT INCOME
Dividends, net of foreign taxes withheld	$	191		$	3,756		$	138,969		$	95		$	1,411,803		$	636,058		$	330,123
Interest, net of foreign taxes withheld		1,585,378			2,540,455			3,876,607			790,573			1,632			3,142			—
Total Investment Income		1,585,569			2,544,211			4,015,576			790,668			1,413,435			639,200			330,123
EXPENSES
Advisory fees		226,470			338,544			548,071			175,665			479,235			247,321			253,506
Administration fees		66,515			187,730			302,277			97,297			142,954			100,556			73,112
Support services expenses		9,292			26,284			42,480			13,543			20,438			14,598			9,556
Custodian fees and expenses		10,165			24,369			51,330			11,400			13,378			18,632			9,906
Shareholder report expenses		3,366			9,521			15,387			4,905			7,402			5,287			3,461
Service fees		35,367			101,347			161,350			52,373			78,546			55,205			37,381
Transfer agency out-of-pocket expenses		9,321			26,812			42,813			13,614			20,843			14,886			9,790
Registration fees		571			9,106			10,100			8,465			9,091			8,382			8,076
Legal, audit and tax service fees		8,132			23,003			37,178			11,852			17,887			12,776			8,363
Trustees’ compensation and expenses		1,268			3,668			5,886			1,915			2,821			2,020			1,367
Interest on securities sold short		—			96			—			—			—			—			—
Other		6,996			51,331			74,791			26,429			8,428			7,791			4,469
Total Expenses		377,463			801,811			1,291,663			417,458			801,023			487,454			418,987
Advisory Fee Waiver		(16,049	)		—			—			—			—			—			(8,450	)
Adviser Reimbursement		(49,111	)		(174,094	)		(279,965	)		(92,123	)		(100,288	)		(84,372	)		(54,988	)
Net Expenses		312,303			627,717			1,011,698			325,335			700,735			403,082			355,549
NET INVESTMENT INCOME (LOSS)		1,273,266			1,916,494			3,003,878			465,333			712,700			236,118			(25,426	)
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
Investment security transactions		115,816			6,236,135			3,441,039			360,270			219,705			(83,858	)		774,815
Closed short positions		—			1,489			(89,766	)		—			—			—			—
Futures contracts and swap transactions		—			15,229			5,021,755			(19,264	)		—			—			—
Written option transactions		—			415,094			746,299			—			—			—			—
Foreign currency transactions		—			391,091			48,331			—			—			139,409			—
Net Realized Gain		115,816			7,059,038			9,167,658			341,006			219,705			55,551			774,815
Net Change In Unrealized Appreciation (Depreciation) On:
Investment securities		(748,859	)		4,236,099			7,012,672			446,836			(3,608,297	)		(736,347	)		1,708,631
Futures contracts and swaps		—			40,659			(1,395,967	)		(11,538	)		—			—			—
Written options		—			(195,672	)		(576,711	)		—			—			—			—
Foreign currencies		—			(674,745	)		(38,541	)		—			—			(200,746	)		—
Change in Net Unrealized Appreciation (Depreciation)		(748,859	)		3,406,341			5,001,453			435,298			(3,608,297	)		(937,093	)		1,708,631
NET GAIN (LOSS)		(633,043	)		10,465,379			14,169,111			776,304			(3,388,592	)		(881,542	)		2,483,446
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	640,223		$	12,381,873		$	17,172,989		$	1,241,637		$	(2,675,892	)	$	(645,424	)	$	2,458,020
Foreign taxes withheld on dividends and interest	$	—		$	346		$	1,091		$	—		$	16,198		$	22,766		$	142

See Notes to Financial Statements

B-7

PACIFIC LIFE FUNDS
STATEMENTS OF OPERATIONS (Continued)
FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2010 (Unaudited)

	PL Large-Cap			PL Main Street			PL Mid-Cap			PL Mid-Cap			PL Small-Cap			PL Small-Cap
	Value			Core			Equity			Growth			Growth			Value			PL Real Estate
	Fund			Fund			Fund			Fund			Fund			Fund			Fund
INVESTMENT INCOME
Dividends, net of foreign taxes withheld	$	2,011,889		$	1,114,970		$	1,129,276		$	365,371		$	29,361		$	679,671		$	382,501
Total Investment Income		2,011,889			1,114,970			1,129,276			365,371			29,361			679,671			382,501
EXPENSES
Advisory fees		546,987			306,165			337,456			182,694			74,978			174,047			157,634
Administration fees		186,607			155,743			115,470			59,651			27,967			48,879			39,512
Support services expenses		26,011			23,093			16,455			9,026			3,981			6,104			5,573
Custodian fees and expenses		8,778			26,496			10,508			11,558			13,236			9,122			10,565
Shareholder report expenses		9,420			8,364			5,959			3,268			1,441			2,210			2,018
Service fees		100,687			89,480			62,664			34,231			15,398			23,449			22,072
Transfer agency out-of-pocket expenses		26,515			23,344			16,610			9,336			4,097			6,174			5,656
Registration fees		9,084			1,420			8,194			8,041			7,729			374			7,527
Legal, audit and tax service fees		22,764			20,210			14,401			7,899			3,483			5,341			4,877
Trustees’ compensation and expenses		3,619			3,155			2,279			1,280			551			827			781
Other		9,878			8,553			7,209			5,166			4,468			4,548			3,499
Total Expenses		950,350			666,023			597,205			332,150			157,329			281,075			259,714
Adviser Reimbursement		(116,069	)		(114,635	)		(81,615	)		(55,574	)		(38,986	)		(34,700	)		(40,496	)
Net Expenses		834,281			551,388			515,590			276,576			118,343			246,375			219,218
NET INVESTMENT INCOME (LOSS)		1,177,608			563,582			613,686			88,795			(88,982	)		433,296			163,283
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
Investment security transactions		(936,801	)		2,700,137			3,582,164			2,782,377			699,002			1,083,138			2,043,818
Foreign currency transactions		(2,023	)		—			—			(10,741	)		—			(1,507	)		(63	)
Net Realized Gain (Loss)		(938,824	)		2,700,137			3,582,164			2,771,636			699,002			1,081,631			2,043,755
Net Change In Unrealized Appreciation (Depreciation) On:
Investment securities		(5,151,364	)		(4,536,921	)		(702,062	)		2,570,169			72,831			1,177,890			805,209
Foreign currencies		1,173			—			—			168			—			(76	)		—
Change in Net Unrealized Appreciation (Depreciation)		(5,150,191	)		(4,536,921	)		(702,062	)		2,570,337			72,831			1,177,814			805,209
NET GAIN (LOSS)		(6,089,015	)		(1,836,784	)		2,880,102			5,341,973			771,833			2,259,445			2,848,964
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(4,911,407	)	$	(1,273,202	)	$	3,493,788		$	5,430,768		$	682,851		$	2,692,741		$	3,012,247
Foreign taxes withheld on dividends	$	43,793		$	2,353		$	—		$	13,406		$	—		$	4,437		$	2,568

See Notes to Financial Statements

B-8

PACIFIC LIFE FUNDS
STATEMENTS OF OPERATIONS (Continued)
FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2010 (Unaudited)

	PL Emerging			PL International			PL International
	Markets			Large-Cap			Value
	Fund			Fund			Fund
INVESTMENT INCOME
Dividends, net of foreign taxes withheld	$	629,163		$	1,583,537		$	1,469,294
Interest, net of foreign taxes withheld		—			2,697			102
Total Investment Income		629,163			1,586,234			1,469,396
EXPENSES
Advisory fees		190,351			456,758			259,882
Administration fees		53,185			119,686			90,685
Support services expenses		7,433			16,455			13,270
Custodian fees and expenses		86,441			55,090			35,430
Shareholder report expenses		2,692			5,960			4,806
Service fees		29,158			65,158			51,214
Transfer agency out-of-pocket expenses		7,531			16,793			13,537
Registration fees		458			8,497			8,300
Legal, audit and tax service fees		6,505			14,400			11,613
Trustees’ compensation and expenses		1,018			2,294			1,886
Other		22,183			11,100			17,636
Total Expenses		406,955			772,191			508,259
Adviser Reimbursement		(134,261	)		(130,589	)		(106,478	)
Net Expenses		272,694			641,602			401,781
NET INVESTMENT INCOME		356,469			944,632			1,067,615
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net Realized Gain (Loss) On:
Investment security transactions (1)		1,939,996			(2,808,972	)		(2,272,588	)
Futures contracts and swap transactions		—			—			20,669
Foreign currency transactions		(9,889	)		(25,804	)		88,246
Net Realized Gain (Loss)		1,930,107			(2,834,776	)		(2,163,673	)
Net Change In Unrealized Appreciation (Depreciation) On:
Investment securities (1)		3,720,042			4,468,422			(1,149,199	)
Futures contracts and swaps		—			—			(15,085	)
Foreign currencies		(910	)		15,473			(9,629	)
Change in Net Unrealized Appreciation (Depreciation)		3,719,132			4,483,895			(1,173,913	)
NET GAIN (LOSS)		5,649,239			1,649,119			(3,337,586	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	6,005,708		$	2,593,751		$	(2,269,971	)
Foreign taxes withheld on dividends and interest	$	67,632		$	223,316		$	224,574

(1) Change in unrealized appreciation (depreciation) on securities for the PL Emerging Markets Fund are net of increase in deferred foreign capital gains tax of $9,359. No foreign tax was withheld on realized and change in unrealized capital gain for all other funds.

See Notes to Financial Statements

B-9

PACIFIC LIFE FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

	PL Floating Rate						PL Inflation						PL Managed						PL Short Duration
	Loan Fund (1)						Managed Fund (1)						Bond Fund (1)						Bond Fund (1)
	Six-Month						Six-Month						Six-Month						Six-Month
	Period Ended						Period Ended						Period Ended						Period Ended
	September 30,			Year Ended			September 30,			Year Ended			September 30,			Year Ended			September 30,			Year Ended
	2010 (2)			March 31, 2010			2010 (2)			March 31, 2010			2010 (2)			March 31, 2010			2010 (2)			March 31, 2010
OPERATIONS
Net investment income	$	1,273,266		$	1,954,305		$	1,916,494		$	3,385,754		$	3,003,878		$	5,411,682		$	465,333		$	1,123,333
Net realized gain		115,816			955,953			7,059,038			5,658,554			9,167,658			10,759,370			341,006			1,036,747
Net change in unrealized appreciation (depreciation)		(748,859	)		5,926,475			3,406,341			1,561,622			5,001,453			13,386,144			435,298			714,924
Net Increase in Net Assets Resulting from Operations		640,223			8,836,733			12,381,873			10,605,930			17,172,989			29,557,196			1,241,637			2,875,004
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		(576,673	)		(1,975,960	)		(1,981,141	)		(4,584,817	)		(2,619,779	)		(9,085,139	)		(226,394	)		(1,199,020	)
Net realized gains
Class A		—			—			—			—			(2,540,364	)		(4,569,759	)		—			—
Net Decrease in Net Assets Resulting from Dividends and Distributions to Shareholders		(576,673	)		(1,975,960	)		(1,981,141	)		(4,584,817	)		(5,160,143	)		(13,654,898	)		(226,394	)		(1,199,020	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		7,659,141			21,175,293			20,082,422			62,656,627			33,695,419			76,725,391			14,306,748			35,040,145
Class P		6,980,165			—			10,846,232			—			27,893,660			—			8,629,366			—
Dividends and distribution reinvestments
Class A		576,673			1,975,960			1,978,436			4,569,314			5,154,057			13,624,292			226,240			1,198,965
Cost of shares repurchased
Class A		(232,057	)		(4,701,222	)		(4,960,351	)		(5,059,940	)		(7,768,096	)		(8,018,991	)		(952,151	)		(9,596,640	)
Class P		(639,377	)		—			(10,189,713	)		—			(8,640,051	)		—			(8,251,838	)		—
Share class conversions
Class A (1)		(59,055,247	)		—			(169,787,788	)		—			(268,664,284	)		—			(89,594,322	)		—
Class P (1)		59,055,247			—			169,787,788			—			268,664,284			—			89,594,322			—
Net Increase in Net Assets from Capital Share Transactions		14,344,545			18,450,031			17,757,026			62,166,001			50,334,989			82,330,692			13,958,365			26,642,470
NET INCREASE IN NET ASSETS		14,408,095			25,310,804			28,157,758			68,187,114			62,347,835			98,232,990			14,973,608			28,318,454
NET ASSETS
Beginning of Year or Period		53,121,860			27,811,056			149,453,159			81,266,045			235,957,479			137,724,489			75,673,656			47,355,202
End of Year or Period	$	67,529,955		$	53,121,860		$	177,610,917		$	149,453,159		$	298,305,314		$	235,957,479		$	90,647,264		$	75,673,656
Undistributed Net Investment Income	$	701,342		$	4,749		$	542,562		$	607,209		$	927,925		$	543,826		$	249,007		$	10,068

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

See Notes to Financial Statements

B-10

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

	PL Comstock						PL Growth LT						PL Large-Cap Growth						PL Large-Cap Value
	Fund (1)						Fund (1)						Fund (1)						Fund (1)
	Six-Month						Six-Month						Six-Month						Six-Month
	Period Ended						Period Ended						Period Ended						Period Ended
	September 30,			Year Ended			September 30,			Year Ended			September 30,			Year Ended			September 30,			Year Ended
	2010 (2)			March 31, 2010			2010 (2)			March 31, 2010			2010 (2)			March 31, 2010			2010 (2)			March 31, 2010
OPERATIONS
Net investment income (loss)	$	712,700		$	961,704		$	236,118		$	153,170		$	(25,426	)	$	(162,469	)	$	1,177,608		$	1,848,996
Net realized gain (loss)		219,705			(6,318,818	)		55,551			(4,637,879	)		774,815			3,605,421			(938,824	)		(3,573,288	)
Net change in unrealized appreciation (depreciation)		(3,608,297	)		47,994,902			(937,093	)		34,435,525			1,708,631			10,919,592			(5,150,191	)		40,575,133
Net Increase (Decrease) in Net Assets Resulting from Operations		(2,675,892	)		42,637,788			(645,424	)		29,950,816			2,458,020			14,362,544			(4,911,407	)		38,850,841
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		(236,849	)		(1,052,848	)		—			(1,426,742	)		—			—			(467,480	)		(1,750,061	)
Net Decrease in Net Assets Resulting from Dividends and Distributions to Shareholders		(236,849	)		(1,052,848	)		—			(1,426,742	)		—			—			(467,480	)		(1,750,061	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		8,415,520			17,633,612			5,457,542			12,826,646			4,037,967			32,510,333			14,633,209			62,793,290
Class P		10,904,655			—			7,350,029			—			21,206,076			—			23,581,658			—
Dividends and distribution reinvestments
Class A		236,711			1,052,607			—			1,426,397			—			—			467,255			1,748,702
Cost of shares repurchased
Class A		(1,921,221	)		(6,963,843	)		(1,796,334	)		(27,715,411	)		(1,396,630	)		(2,281,361	)		(3,090,654	)		(2,262,396	)
Class P		(3,348,469	)		—			(650,949	)		—			(1,000,823	)		—			(2,452,005	)		—
Share class conversions
Class A (1)		(119,192,019	)		—			(82,580,720	)		—			(56,182,987	)		—			(153,219,431	)		—
Class P (1)		119,192,019			—			82,580,720			—			56,182,987			—			153,219,431			—
Net Increase (Decrease) in Net Assets from Capital Share Transactions		14,287,196			11,722,376			10,360,288			(13,462,368	)		22,846,590			30,228,972			33,139,463			62,279,596
NET INCREASE IN NET ASSETS		11,374,455			53,307,316			9,714,864			15,061,706			25,304,610			44,591,516			27,760,576			99,380,376
NET ASSETS
Beginning of Year or Period		128,169,119			74,861,803			89,219,457			74,157,751			61,106,107			16,514,591			162,311,709			62,931,333
End of Year or Period	$	139,543,574		$	128,169,119		$	98,934,321		$	89,219,457		$	86,410,717		$	61,106,107		$	190,072,285		$	162,311,709
Undistributed/Accumulated Net Investment Income (Loss)	$	709,502		$	233,651		$	112,390		$	(123,728	)	$	(31,582	)	$	(6,156	)	$	1,173,017		$	462,889

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

See Notes to Financial Statements

B-11

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

	PL Main Street Core						PL Mid-Cap Equity						PL Mid-Cap Growth						PL Small-Cap Growth
	Fund (1)						Fund (1)						Fund (1)						Fund (1)
	Six-Month						Six-Month						Six-Month						Six-Month
	Period Ended						Period Ended						Period Ended						Period Ended
	September 30,			Year Ended			September 30,			Year Ended			September 30,			Year Ended			September 30,			Year Ended
	2010 (2)			March 31, 2010			2010 (2)			March 31, 2010			2010 (2)			March 31, 2010			2010 (2)			March 31, 2010
OPERATIONS
Net investment income (loss)	$	563,582		$	1,046,278		$	613,686		$	367,394		$	88,795		$	(175,601	)	$	(88,982	)	$	(190,619	)
Net realized gain (loss)		2,700,137			(14,377,544	)		3,582,164			2,654,681			2,771,636			2,074,733			699,002			64,515
Net change in unrealized appreciation (depreciation)		(4,536,921	)		56,194,577			(702,062	)		35,083,900			2,570,337			17,555,720			72,831			11,316,545
Net Increase (Decrease) in Net Assets Resulting from Operations		(1,273,202	)		42,863,311			3,493,788			38,105,975			5,430,768			19,454,852			682,851			11,190,441
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		(95,654	)		(1,045,156	)		(47,048	)		(432,366	)		—			—			—			—
Net realized gains
Class A		—			—			—			—			(524,490	)		(614,615	)		—			—
Net Decrease in Net Assets Resulting from Dividends and Distributions to Shareholders		(95,654	)		(1,045,156	)		(47,048	)		(432,366	)		(524,490	)		(614,615	)		—			—
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		8,538,755			25,816,890			7,987,693			8,843,524			997,962			20,304,644			241,073			3,883,828
Class P		7,290,384			—			8,321,453			—			2,456,662			—			4,181,814			—
Dividends and distribution reinvestments
Class A		95,654			1,045,156			47,047			432,363			523,636			613,939			—			—
Cost of shares repurchased
Class A		(125,274	)		(7,912,859	)		(3,190,726	)		(4,434,390	)		(5,043,424	)		(3,637,248	)		(2,114,592	)		(13,429,355	)
Class P		(27,145,661	)		—			(1,244,972	)		—			(6,200,233	)		—			(73,629	)		—
Share class conversions
Class A (1)		(136,507,682	)		—			(96,440,538	)		—			(48,202,865	)		—			(21,274,966	)		—
Class P (1)		136,507,682			—			96,440,538			—			48,202,865			—			21,274,966			—
Net Increase (Decrease) in Net Assets from Capital Share Transactions		(11,346,142	)		18,949,187			11,920,495			4,841,497			(7,265,397	)		17,281,335			2,234,666			(9,545,527	)
NET INCREASE (DECREASE) IN NET ASSETS		(12,714,998	)		60,767,342			15,367,235			42,515,106			(2,359,119	)		36,121,572			2,917,517			1,644,914
NET ASSETS
Beginning of Year or Period		146,028,412			85,261,070			101,650,153			59,135,047			54,994,269			18,872,697			25,691,397			24,046,483
End of Year or Period	$	133,313,414		$	146,028,412		$	117,017,388		$	101,650,153		$	52,635,150		$	54,994,269		$	28,608,914		$	25,691,397
Undistributed/Accumulated Net Investment Income (Loss)	$	562,241		$	94,313		$	612,808		$	46,170		$	80,499		$	(8,296	)	$	(90,937	)	$	(1,955	)

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

See Notes to Financial Statements

B-12

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

	PL Small-Cap Value						PL Real Estate						PL Emerging Markets						PL International Large-Cap
	Fund (1)						Fund (1)						Fund (1)						Fund (1)
	Six-Month						Six-Month						Six-Month						Six-Month
	Period Ended						Period Ended						Period Ended						Period Ended
	September 30,			Year Ended			September 30,			Year Ended			September 30,			Year Ended			September 30,			Year Ended
	2010 (2)			March 31, 2010			2010 (2)			March 31, 2010			2010 (2)			March 31, 2010			2010 (2)			March 31, 2010
OPERATIONS
Net investment income	$	433,296		$	600,102		$	163,283		$	513,836		$	356,469		$	229,192		$	944,632		$	1,115,334
Net realized gain (loss)		1,081,631			(4,303,623	)		2,043,755			(6,918,840	)		1,930,107			(711,695	)		(2,834,776	)		(6,136,387	)
Net change in unrealized appreciation		1,177,814			18,077,190			805,209			26,784,376			3,719,132			23,987,304			4,483,895			39,313,505
Net Increase in Net Assets Resulting from Operations		2,692,741			14,373,669			3,012,247			20,379,372			6,005,708			23,504,801			2,593,751			34,292,452
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		(68,741	)		(491,572	)		(68,821	)		(485,508	)		—			(243,918	)		(926,192	)		(975,278	)
Net Decrease in Net Assets Resulting from Dividends and Distributions to Shareholders		(68,741	)		(491,572	)		(68,821	)		(485,508	)		—			(243,918	)		(926,192	)		(975,278	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		1,360,677			4,741,243			179,622			5,319,973			763,496			5,677,562			11,388,585			20,864,545
Class P		22,488,181			—			2,914,356			—			2,922,858			—			6,996,628			—
Dividends and distribution reinvestments
Class A		68,740			491,572			68,818			485,465			—			243,918			925,856			975,153
Cost of shares repurchased
Class A		(1,398,444	)		(7,959,638	)		(3,964,447	)		(10,121,953	)		(95,644	)		(12,289,022	)		(1,280,976	)		(12,278,526	)
Class P		(333,511	)		—			(2,505,135	)		—			(4,709,749	)		—			(7,764,199	)		—
Share class conversions
Class A (1)		(35,260,361	)		—			(31,360,853	)		—			(45,487,862	)		—			(105,495,716	)		—
Class P(1)		35,260,361			—			31,360,853			—			45,487,862			—			105,495,716			—
Net Increase (Decrease) in Net Assets from Capital Share Transactions		22,185,643			(2,726,823	)		(3,306,786	)		(4,316,515	)		(1,119,039	)		(6,367,542	)		10,265,894			9,561,172
NET INCREASE (DECREASE) IN NET ASSETS		24,809,643			11,155,274			(363,360	)		15,577,349			4,886,669			16,893,341			11,933,453			42,878,346
NET ASSETS
Beginning of Year or Period		38,173,168			27,017,894			36,352,026			20,774,677			47,713,620			30,820,279			108,002,202			65,123,856
End of Year or Period	$	62,982,811		$	38,173,168		$	35,988,666		$	36,352,026		$	52,600,289		$	47,713,620		$	119,935,655		$	108,002,202
Undistributed/Accumulated Net Investment Income (Loss)	$	442,695		$	78,140		$	117,848		$	23,386		$	349,238		$	(7,231	)	$	942,104		$	923,664

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

See Notes to Financial Statements

B-13

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

	PL International Value
	Fund (1)
	Six-Month
	Period Ended
	September 30,			Year Ended
	2010 (2)			March 31, 2010
OPERATIONS
Net investment income	$	1,067,615		$	1,848,094
Net realized loss		(2,163,673	)		(25,094,512	)
Net change in unrealized appreciation (depreciation)		(1,173,913	)		57,686,947
Net Increase (Decrease) in Net Assets Resulting from Operations		(2,269,971	)		34,440,529
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
Class A		(468,259	)		(1,330,371	)
Net Decrease in Net Assets Resulting from Dividends and Distributions to Shareholders		(468,259	)		(1,330,371	)
CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
Class A		10,276,598			17,693,878
Class P		4,658,220			—
Dividends and distribution reinvestments
Class A		468,104			1,329,963
Cost of shares repurchased
Class A		(1,331,608	)		(44,454,169	)
Class P		(14,947,221	)		—
Share class conversions
Class A (1)		(80,620,211	)		—
Class P(1)		80,620,211			—
Net Decrease in Net Assets from Capital Share Transactions		(875,907	)		(25,430,328	)
NET INCREASE (DECREASE) IN NET ASSETS		(3,614,137	)		7,679,830
NET ASSETS
Beginning of Year or Period		86,283,933			78,604,103
End of Year or Period	$	82,669,796		$	86,283,933
Undistributed Net Investment Income	$	902,047		$	302,691

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

See Notes to Financial Statements

B-14

PACIFIC LIFE FUNDS

STATEMENT OF CASH FLOWS (1)

FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2010

	PL Floating
	Rate Loan
	Fund
CASH FLOWS FROM OPERATING ACTIVITIES:
Net increase in net assets from operations	$	640,223
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:
Purchases of long-term securities		(46,323,853	)
Proceeds from disposition of long-term securities		29,071,915
Proceeds of short-term securities, net		1,472,264
Decrease in receivable for securities sold		2,399,939
Decrease in dividends and interest receivable		29,282
Decrease in due from adviser		14,817
Decrease in prepaid expense and other assets		1,304
Decrease in payable for securities purchased		(1,110,286	)
Increase in accrued advisory fees		2,611
Decrease in accrued administration fees		(4,943	)
Decrease in accrued support service expenses		(2,592	)
Decrease in accrued custodian fees and expenses		(1,462	)
Decrease in accrued legal, audit and tax service fees		(2,952	)
Increase in deferred trustee compensation and expenses		43
Decrease in distribution and/or service fees		(2,517	)
Decrease in accrued transfer agency out-of-pocket expenses		(105	)
Decrease in accrued other liabilities		(2,794	)
Net amortization on investments		(510,205	)
Net realized gain on investment security transactions		(115,816	)
Change in net unrealized depreciation on investments securities		748,859
Net cash flow used in operating activities		(13,696,268	)
CASH FLOWS FROM FINANCING ACTIVITIES: (2)
Proceeds from shares sold		14,607,500
Payment of shares redeemed		(871,434	)
Net cash flow provided by financing activities		13,736,066
NET INCREASE IN CASH		39,798
CASH:
Beginning of the period		4,440
End of the period	$	44,238

(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 amount shown in the Statement of Cash Flows is the amount included within the Statement of Assets and Liabilities and includes cash on hand at its custodian bank and does not include any short-term investments. The PL Floating Rate Loan 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.

(2)

Non-cash financing activities include reinvestment of dividends of $576,673.

See Notes to Financial Statements

B-15

PACIFIC LIFE FUNDS

FINANCIAL HIGHLIGHTS ⁽¹⁾

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

			Investment Activities									Distributions											Ratios/Supplemental Data
																												Ratios of			Ratios of
												Distributions														Net assets,		Expenses After			Expenses Before			Ratios of Net
	Net Asset Value,					Net Realized			Total from			from Net			Distributions						Net Asset Value,					End of		Expense Reductions			Expense Reductions			Investment Income			Portfolio
	Beginning of		Net Investment			And Unrealized			Investment			Investment			from			Total			End of					Year or Period		to Average			to Average Net			To Average Net			Turnover
For each Year or Period	Year or Period		Income (2)			Gain (Loss)			Operations			Income			Capital Gains			Distributions			Year or Period		Total Returns (3)			(in thousands)		Net Assets (4), (5)			Assets (5)			Assets (5)			Rates
PL Floating Rate Loan Fund
4/1/2010 — 9/30/2010 (6)	$	9.88	$	0.21		$	(0.13	)	$	0.08		$	(0.10	)	$	—		$	(0.10	)	$	9.86		0.80	%	$	67,530		1.03	%		1.25	%		4.22	%		52.04	%
4/1/2009 — 3/31/2010		8.18		0.45			1.70			2.15			(0.45	)		—			(0.45	)		9.88		26.70	%		53,122		1.30	%		1.54	%		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		1.30	%		1.53	%		5.90	%		56.30	%
PL Inflation Managed Fund
4/1/2010 — 9/30/2010 (6)	$	10.10	$	0.12		$	0.64		$	0.76		$	(0.12	)	$	—		$	(0.12	)	$	10.74		7.62	%	$	177,611		0.74	%		0.95	%		2.26	%		221.64	%
4/1/2009 — 3/31/2010		9.59		0.29			0.62			0.91			(0.40	)		—			(0.40	)		10.10		9.68	%		149,453		0.95	%		1.21	%		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		1.01	%		1.35	%		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		1.15	%		1.49	%		4.77	%		474.46	%
4/1/2006 — 3/31/2007		10.00		0.26			0.14			0.40			(0.27	)		—			(0.27	)		10.13		4.15	%		82,340		1.39	%		1.78	%		2.60	%		356.40	%
4/1/2005 — 3/31/2006		10.51		0.33			(0.36	)		(0.03	)		(0.47	)		(0.01	)		(0.48	)		10.00		(0.44	%)		66,103		1.55	%		1.89	%		3.21	%		188.82	%
PL Managed Bond Fund
4/1/2010 — 9/30/2010 (6)	$	10.75	$	0.12		$	0.56		$	0.68		$	(0.11	)	$	(0.10	)	$	(0.21	)	$	11.22		6.40	%	$	298,305		0.74	%		0.94	%		2.19	%		170.45	%
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		0.95	%		1.22	%		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		1.01	%		1.30	%		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		1.15	%		1.50	%		4.05	%		424.71	%
4/1/2006 — 3/31/2007		9.98		0.35			0.22			0.57			(0.39	)		—			(0.39	)		10.16		5.90	%		101,940		1.39	%		1.82	%		3.49	%		477.64	%
4/1/2005 — 3/31/2006		10.03		0.29			(0.07	)		0.22			(0.27	)		—			(0.27	)		9.98		2.19	%		68,825		1.55	%		2.00	%		2.84	%		534.38	%
PL Short Duration Bond Fund
4/1/2010 — 9/30/2010 (6)	$	10.00	$	0.05		$	0.09		$	0.14		$	(0.03	)	$	—		$	(0.03	)	$	10.11		1.37	%	$	90,647		0.74	%		0.95	%		1.06	%		51.77	%
4/1/2009 — 3/31/2010		9.69		0.18			0.33			0.51			(0.20	)		—			(0.20	)		10.00		5.27	%		75,674		0.95	%		1.22	%		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		1.02	%		1.26	%		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		1.15	%		1.42	%		3.48	%		41.74	%
4/1/2006 — 3/31/2007		9.76		0.32			0.04			0.36			(0.31	)		—			(0.31	)		9.81		3.76	%		66,823		1.39	%		1.75	%		3.28	%		77.84	%
4/1/2005 — 3/31/2006		9.85		0.19			(0.09	)		0.10			(0.19	)		—			(0.19	)		9.76		1.03	%		44,945		1.55	%		1.93	%		1.97	%		91.81	%
PL Comstock Fund
4/1/2010 — 9/30/2010 (6)	$	10.69	$	0.06		$	(0.32	)	$	(0.26	)	$	(0.02	)	$	—		$	(0.02	)	$	10.41		(2.43	%)	$	139,544		1.10	%		1.25	%		1.12	%		11.91	%
4/1/2009 — 3/31/2010		6.95		0.09			3.74			3.83			(0.09	)		—			(0.09	)		10.69		55.34	%		128,169		1.30	%		1.51	%		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		1.37	%		1.58	%		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		1.50	%		1.77	%		1.09	%		23.28	%
4/1/2006 — 3/31/2007		12.92		0.12			1.55			1.67			(0.11	)		(0.37	)		(0.48	)		14.11		13.21	%		83,788		1.74	%		2.11	%		0.92	%		40.11	%
4/1/2005 — 3/31/2006		12.58		0.10			0.83			0.93			(0.06	)		(0.53	)		(0.59	)		12.92		7.62	%		62,447		1.90	%		2.25	%		0.79	%		22.40	%
PL Growth LT Fund
4/1/2010 — 9/30/2010 (6)	$	11.21	$	0.03		$	(0.16	)	$	(0.13	)	$	—		$	—		$	—		$	11.08		(1.16	%)	$	98,934		0.90	%		1.08	%		0.53	%		25.21	%
4/1/2009 — 3/31/2010		7.74		0.02			3.60			3.62			(0.15	)		—			(0.15	)		11.21		47.26	%		89,219		1.10	%		1.37	%		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		1.15	%		1.42	%		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		1.30	%		1.66	%		0.36	%		81.50	%
4/1/2006 — 3/31/2007		12.23		(0.01	)		0.98			0.97			—			(0.10	)		(0.10	)		13.10		7.95	%		61,954		1.54	%		1.95	%		(0.08	%)		37.99	%
4/1/2005 — 3/31/2006		10.64		(0.05	)		1.64			1.59			—			—			—			12.23		14.94	%		43,733		1.70	%		2.15	%		(0.44	%)		69.48	%

See Notes to Financial Statements See explanation of references on C-4

C-1

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

			Investment Activities									Distributions											Ratios/Supplemental Data
																												Ratios of			Ratios of
												Distributions														Net assets,		Expenses After			Expenses Before			Ratios of Net
	Net Asset Value,					Net Realized			Total from			from Net			Distributions						Net Asset Value,					End of		Expense Reductions			Expense Reductions			Investment Income (Loss)			Portfolio
	Beginning of		Net Investment			and Unrealized			Investment			Investment			from			Total			End of					Year or Period		to Average			to Average Net			to Average Net			Turnover
For each Year or Period	Year or Period		Income (Loss) (2)			Gain (Loss)			Operations			Income			Capital Gains			Distributions			Year or Period		Total Returns (3)			(in thousands)		Net Assets (4), (5)			Assets (5)			Assets (5)			Rates
PL Large-Cap Growth Fund (7)
4/1/2010 — 09/30/2010 (6)	$	7.71	$	(—	)(8)	$	0.09		$	0.09		$	—		$	—		$	—		$	7.80		1.17	%	$	86,411		1.05	%		1.24	%		(0.08	%)		46.19	%
4/1/2009 — 3/31/2010		5.44		(0.03	)		2.30			2.27			—			—			—			7.71		41.73	%		61,106		1.28	%		1.59	%		(0.38	%)		115.83	%
4/1/2008 — 3/31/2009		9.24		(0.05	)		(3.75	)		(3.80	)		—			—			—			5.44		(41.13	%)		16,515		1.37	%		1.81	%		(0.61	%)		179.61	%
4/1/2007 — 3/31/2008		9.43		(0.08	)		(0.11	)		(0.19	)		—			—			—			9.24		(2.01	%)		26,235		1.50	%		1.92	%		(0.79	%)		178.83	%
4/1/2006 — 3/31/2007		10.85		(0.09	)		(0.40	)		(0.49	)		—			(0.93	)		(0.93	)		9.43		(3.80	%)		29,713		1.73	%		2.43	%		(0.93	%)		147.66	%
4/1/2005 — 3/31/2006		10.14		(0.07	)		0.78			0.71			—			—			—			10.85		7.00	%		19,366		1.90	%		2.58	%		(0.62	%)		160.96	%
PL Large-Cap Value Fund
4/1/2010 — 09/30/2010 (6)	$	10.42	$	0.07		$	(0.42	)	$	(0.35	)	$	(0.03	)	$	—		$	(0.03	)	$	10.04		(3.35	%)	$	190,072		0.99	%		1.13	%		1.40	%		7.38	%
4/1/2009 — 3/31/2010		7.35		0.14			3.07			3.21			(0.14	)		—			(0.14	)		10.42		43.79	%		162,312		1.20	%		1.38	%		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		1.25	%		1.48	%		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		1.40	%		1.69	%		0.79	%		24.35	%
4/1/2006 — 3/31/2007		12.67		0.06			1.37			1.43			(0.04	)		(1.03	)		(1.07	)		13.03		12.09	%		56,601		1.63	%		2.05	%		0.50	%		19.58	%
4/1/2005 — 3/31/2006		11.30		0.02			1.38			1.40			(0.03	)		(—	)(8)		(0.03	)		12.67		12.47	%		34,459		1.80	%		2.25	%		0.20	%		77.07	%
PL Main Street Core Fund
4/1/2010 — 09/30/2010 (6)	$	9.00	$	0.04		$	(0.08	)	$	(0.04	)	$	(0.01	)	$	—		$	(0.01	)	$	8.95		(0.49	%)	$	133,313		0.81	%		0.98	%		0.83	%		33.35	%
4/1/2009 — 3/31/2010		6.11		0.07			2.89			2.96			(0.07	)		—			(0.07	)		9.00		48.57	%		146,028		1.00	%		1.23	%		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		1.06	%		1.41	%		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		1.20	%		1.50	%		0.69	%		126.84	%
4/1/2006 — 3/31/2007		10.67		0.05			0.92			0.97			(0.03	)		(0.15	)		(0.18	)		11.46		9.23	%		87,136		1.43	%		1.88	%		0.54	%		107.36	%
9/30/2005 — 3/31/2006		10.00		0.01			0.67			0.68			(0.01	)		—			(0.01	)		10.67		6.85	%		53,930		1.60	%		2.00	%		0.29	%		42.30	%
PL Mid-Cap Equity Fund (9)
4/1/2010 — 9/30/2010 (6)	$	8.66	$	0.05		$	0.18		$	0.23		$	(—	)(8)	$	—		$	(—	)(8)	$	8.89		2.71	%	$	117,017		0.99	%		1.15	%		1.08	%		39.80	%
4/1/2009 — 3/31/2010		5.33		0.03			3.34			3.37			(0.04	)		—			(0.04	)		8.66		63.29	%		101,650		1.20	%		1.41	%		0.44	%		74.00	%
4/1/2008 — 3/31/2009		8.92		0.07			(3.58	)		(3.51	)		(0.08	)		(—	)(8)		(0.08	)		5.33		(39.44	%)		59,135		1.26	%		1.52	%		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		1.40	%		1.69	%		0.55	%		70.09	%
4/1/2006 — 3/31/2007		10.54		(—	)(8)		1.51			1.51			—			(0.43	)		(0.43	)		11.62		14.80	%		71,181		1.60	%		2.01	%		(—%	)(8)		74.07	%
4/1/2005 — 3/31/2006		9.90		(0.02	)		1.30			1.28			(0.01	)		(0.63	)		(0.64	)		10.54		13.11	%		23,992		1.80	%		2.44	%		(0.16	%)		112.93	%
PL Mid-Cap Growth Fund
4/1/2010 — 09/30/2010 (6)	$	8.41	$	0.01		$	0.96		$	0.97		$	—		$	(0.08	)	$	(0.08	)	$	9.30		11.74	%	$	52,635		1.06	%		1.27	%		0.34	%		23.49	%
4/1/2009 — 3/31/2010		4.98		(0.03	)		3.56			3.53			—			(0.10	)		(0.10	)		8.41		70.89	%		54,994		1.25	%		1.53	%		(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		1.34	%		1.80	%		(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		1.45	%		1.80	%		(0.19	%)		77.63	%
4/1/2006 — 3/31/2007		11.67		(0.07	)		0.31			0.24			—			(0.98	)		(0.98	)		10.93		2.64	%		63,462		1.68	%		2.08	%		(0.64	%)		60.08	%
4/1/2005 — 3/31/2006		8.93		(0.11	)		2.85			2.74			—			—			—			11.67		30.68	%		39,980		1.85	%		2.29	%		(1.04	%)		107.64	%
PL Small-Cap Growth Fund (10)
4/1/2010 — 9/30/2010 (6)	$	9.41	$	(0.03	)	$	0.21		$	0.18		$	—		$	—		$	—		$	9.59		1.91	%	$	28,609		0.95	%		1.26	%		(0.71	)%		33.50	%
4/1/2009 — 3/31/2010		5.88		(0.06	)		3.59			3.53			—			—			—			9.41		60.03	%		25,691		1.15	%		1.56	%		(0.81	%)		87.50	%
4/1/2008 — 3/31/2009		9.12		(0.07	)		(3.17	)		(3.24	)		—			—			—			5.88		(35.53	%)		24,046		1.28	%		1.71	%		(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		1.55	%		1.90	%		(1.07	%)		163.56	%
4/1/2006 — 3/31/2007		11.22		(0.08	)		0.11			0.03			—			(0.01	)		(0.01	)		11.24		0.28	%		41,378		1.78	%		2.24	%		(0.74	%)		52.87	%
4/1/2005 — 3/31/2006		11.78		(0.10	)		1.62			1.52			—			(2.08	)		(2.08	)		11.22		15.01	%		24,218		1.95	%		2.95	%		(0.99	%)		132.27	%

See Notes to Financial Statements See explanation of references on C-4

C-2

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

			Investment Activities									Distributions											Ratios/Supplemental Data
																												Ratios of			Ratios of
												Distributions														Net assets,		Expenses After			Expenses Before			Ratios of Net
	Net Asset Value,					Net Realized			Total from			from Net			Distributions						Net Asset Value,					End of		Expense Reductions			Expense Reductions			Investment Income (Loss)			Portfolio
	Beginning of		Net Investment			and Unrealized			Investment			Investment			from			Total			End of					Year or Period		to Average			to Average Net			to Average Net			Turnover
For each Year or Period	Year or Period		Income (Loss) (2)			Gain (Loss)			Operations			Income			Capital Gains			Distributions			Year or Period		Total Returns (3)			(in thousands)		Net Assets (4), (5)			Assets (5)			Assets (5)			Rates
PL Small-Cap Value Fund
4/1/2010 — 9/30/2010 (6)	$	8.57	$	0.08		$	0.21		$	0.29		$	(0.02	)	$	—		$	(0.02	)	$	8.84		3.35	%	$	62,983		1.06	%		1.21	%		1.87	%		12.69	%
4/1/2009 — 3/31/2010		5.49		0.13			3.06			3.19			(0.11	)		—			(0.11	)		8.57		58.28	%		38,173		1.30	%		1.58	%		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		1.34	%		1.73	%		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		1.50	%		2.07	%		1.46	%		17.98	%
PL Real Estate Fund
4/1/2010 — 9/30/2010 (6)	$	9.24	$	0.04		$	0.81		$	0.85		$	(0.02	)	$	—		$	(0.02	)	$	10.07		9.22	%	$	35,989		1.25	%		1.48	%		0.93	%		15.57	%
4/1/2009 — 3/31/2010		4.60		0.12			4.64			4.76			(0.12	)		—			(0.12	)		9.24		104.32	%		36,352		1.45	%		1.76	%		1.68	%		26.55	%
4/1/2008 — 3/31/2009		11.25		0.15			(6.65	)		(6.50	)		(0.15	)(11)		—			(0.15	)		4.60		(58.24	%)		20,775		1.51	%		1.89	%		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		1.65	%		2.03	%		1.02	%		34.98	%
4/1/2006 — 3/31/2007		12.89		0.04			3.01			3.05			(0.05	)		(0.95	)		(1.00	)		14.94		24.19	%		31,504		1.89	%		2.42	%		0.27	%		36.83	%
4/1/2005 — 3/31/2006		9.39		0.05			3.70			3.75			(0.17	)		(0.08	)		(0.25	)		12.89		40.43	%		25,552		2.05	%		2.76	%		0.41	%		9.81	%
PL Emerging Markets Fund
4/1/2010 — 9/30/2010 (6)	$	12.19	$	0.09		$	1.52		$	1.61		$	—		$	—		$	—		$	13.80		13.21	%	$	52,600		1.15	%		1.71	%		1.50	%		18.20	%
4/1/2009 — 3/31/2010		6.54		0.06			5.66			5.72			(0.07	)		—			(0.07	)		12.19		87.45	%		47,714		1.35	%		2.15	%		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		1.42	%		2.34	%		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		1.55	%		2.38	%		0.46	%		60.20	%
4/1/2006 — 3/31/2007		12.00		0.06			1.56			1.62			(0.05	)		(0.56	)		(0.61	)		13.01		14.49	%		51,376		1.78	%		2.81	%		0.49	%		58.31	%
9/30/2005 — 3/31/2006		10.00		0.08			2.00			2.08			(0.08	)		(—	)(8)		(0.08	)		12.00		20.94	%		33,476		1.95	%		5.53	%		1.88	%		41.88	%
PL International Large-Cap Fund
4/1/2010 — 9/30/2010 (6)	$	13.83	$	0.11		$	0.09		$	0.20		$	(0.11	)	$	—		$	(0.11	)	$	13.92		1.55	%	$	119,936		1.19	%		1.44	%		1.76	%		15.22	%
4/1/2009 — 3/31/2010		9.17		0.16			4.64			4.80			(0.14	)		—			(0.14	)		13.83		52.64	%		108,002		1.40	%		1.72	%		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		1.46	%		1.82	%		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		1.60	%		1.99	%		1.18	%		28.23	%
4/1/2006 — 3/31/2007		15.45		0.28			2.49			2.77			(0.30	)		(1.28	)		(1.58	)		16.64		18.70	%		76,806		1.84	%		2.38	%		1.77	%		47.87	%
4/1/2005 — 3/31/2006		12.83		(—	)(8)		2.89			2.89			(0.04	)		(0.23	)		(0.27	)		15.45		22.72	%		52,728		2.00	%		2.79	%		(0.03	%)		63.12	%
PL International Value Fund (12)
4/1/2010 — 9/30/2010 (6)	$	9.19	$	0.11		$	(0.36	)	$	(0.25	)	$	(0.04	)	$	—		$	(0.04	)	$	8.90		(2.59	%)	$	82,670		1.00	%		1.27	%		2.67	%		46.81	%
4/1/2009 — 3/31/2010		6.14		0.19			3.00			3.19			(0.14	)		—			(0.14	)		9.19		52.10	%		86,284		1.20	%		1.56	%		2.28	%		59.92	%
4/1/2008 — 3/31/2009		12.82		0.26			(6.72	)		(6.46	)		(0.22	)		(—	)(8)		(0.22	)		6.14		(50.74	%)		78,604		1.27	%		1.58	%		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		1.40	%		1.72	%		1.50	%		17.40	%
4/1/2006 — 3/31/2007		15.30		0.16			2.48			2.64			(0.14	)		(3.41	)		(3.55	)		14.39		18.40	%		77,127		1.64	%		2.08	%		1.04	%		108.86	%
4/1/2005 — 3/31/2006		13.22		0.14			2.19			2.33			(0.08	)		(0.17	)		(0.25	)		15.30		17.85	%		57,657		1.80	%		2.28	%		0.99	%		55.25	%

See Notes to Financial Statements See explanation of references on C-4

C-3

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

Explanation of References

(1)	The Underlying Funds currently offer Class P shares only. Effective July 2, 2010, all Class A Shares of the Underlying Funds were converted to Class P Shares. Performance information prior to the conversion pertains to Class A shares and reflects the fees and expenses associated with that share class.
(2)	Net investment income (loss) per share has been calculated using the average shares method with the exception of the PL Main Street Core and PL Emerging Markets Funds for the fiscal year ended March 31, 2007 and the period ended March 31, 2006.
(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 of expenses after expense reductions to average net assets are after any adviser expense reimbursements as discussed in Note 5 in Notes to the Financial Statements.
(5)	The ratios are annualized for periods of less than one full year.
(6)	Unaudited.
(7)	Prior to January 1, 2006, the PL Large-Cap Growth Fund was named the PF AIM Blue Chip Fund.
(8)	Amount represents less than $0.005 per share or less than 0.005%.
(9)	Prior to July 1, 2008, the PL Mid-Cap Equity Fund was named PL Mid-Cap Value Fund.
(10)	Prior to October 1, 2005, the PL Small-Cap Growth Fund was named the PF AIM Aggressive Growth Fund.
(11)	Includes return of capital distribution of $0.01 per share.
(12)	Prior to May 1, 2006, the PL International Value Fund was named PF Lazard International Value Fund.

See Notes to Financial Statements

C-4

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, and as of September 30, 2010, was comprised of twenty-three separate funds, seventeen of which are covered by this report (each individually, a “Fund”, and collectively the “Funds” or “Underlying Funds”): PL Floating Rate Loan Fund, PL Inflation Managed Fund, PL Managed Bond Fund, PL Short Duration Bond Fund, PL Comstock Fund, PL Growth LT Fund, PL Large-Cap Growth Fund, PL Large-Cap Value Fund, PL Main Street^® Core Fund (Main Street is a registered trademark of OppenheimerFunds, Inc.), PL Mid-Cap Equity Fund, PL Mid-Cap Growth Fund, PL Small-Cap Growth Fund, PL Small-Cap Value Fund, PL Real Estate Fund, PL Emerging Markets Fund, PL International Large-Cap Fund, and PL International Value Fund.

     Effective July 2, 2010, all Class A shares of the Underlying Funds were converted to Class P shares within the Trust. The Underlying Funds offer Class P shares only, which are offered 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 investment adviser and certain of its affiliates can invest in the Underlying Funds.

     The Portfolio Optimization Funds are not covered by this report. The accounting policies of the Portfolio Optimization Funds are outlined in the shareholder report for the Portfolio Optimization Funds and PL Money Market Fund which is available without charge by calling 1-800-722-2333, on the Trust’s website at http://www.PacificLife.com, on the Securities and Exchange Commission (the “SEC”) website at http://www.sec.gov, or at the SEC’s Public Reference Room in Washington D.C.

2. SIGNIFICANT ACCOUNTING POLICIES

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

     A. FUND VALUATION

     Each Fund is divided into shares. The price of a Fund’s shares is called NAV per share. The NAV forms the basis for all transactions involving buying, selling, exchanging or reinvesting shares. Each Fund’s NAV per share is calculated by taking the total fair value of a Fund’s assets (the value of the securities and other investments a Fund holds plus cash or other assets, including interest accrued but not yet received), subtracting a Fund’s liabilities (including accrued expenses, dividends payable and any borrowings of a Fund, and any other liabilities), and dividing by the total number of shares outstanding. The fair value of each security or other investment (each a “Holding” and collectively “Holdings”) is the amount which a Fund might reasonably expect to receive for the Holding upon its current sale in the ordinary course.

     Each Fund’s NAV per share is calculated once a day, every day the New York Stock Exchange (“NYSE”) is open, including days when foreign markets are closed. The value of each Fund (the NAV) is determined as of the time of the close of the NYSE, which is usually 4:00 p.m. Eastern Time.

     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 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.

     For purposes of calculating the NAV:

     Money Market Instruments and Short-Term Holdings. Money market instruments and short-term Holdings maturing within 60 days are valued at amortized cost, which involves valuing a Holding 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 Holding. Fund Holdings in other funds for temporary cash purposes are valued at their respective NAVs.

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

     Foreign Equity Holdings. Foreign equity Holdings are normally priced using data reflecting the closing of the principal markets or market participants for those Holdings, 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 Trust’s Board of Trustees (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. Quotations of foreign Holdings in foreign currencies

D-1

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

and those valued using foreign currency rates are converted into U.S. dollar equivalents using a foreign exchange quotation from an approved source.

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

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

     Fair Values Determined by the Board or a Valuation Committee Approved by the Board

     In the event a market quotation for a Holding is not available or reliable, such Holding will not be priced on the basis of quotes from the primary market in which it is traded. Rather, the Trust may value such Holding using alternate valuation methodologies, such as benchmark pricing, matrix pricing, options model pricing or other approved pricing formulas or processes. Valuations determined according to approved procedures may require subjective inputs about the value of such Holding. Under the Trust’s Procedures, the Board or its delegate (generally a valuation committee established by the Trust’s Advisor), may approve alternate valuation methodologies.

     In the event that: (1) market quotations are not readily available (i.e., approved pricing services do not provide a valuation for a particular Holding) or are deemed unreliable or inaccurate, (2) prices obtained through approved alternate pricing methodologies are deemed unreliable or inaccurate, or (3) events that could materially affect the NAV were to occur after the close of the principal market for a particular Holding but before the time as of which each Fund values its assets (generally the close of the NYSE), then the Board, a Board Valuation Committee, or a delegate of the Board, may value the holdings in good faith in accordance with the provisions of the 1940 Act. Such valuation may also require subjective inputs about the value of the Holding and may be more subjective than other pricing methods. While such valuations are intended to estimate the value a Fund might reasonably expect to receive upon the sale of a Holding in the ordinary course, such values may differ from the value that such Fund would actually realize if the Holding were sold.

     B. SECURITIES TRANSACTIONS AND INVESTMENT INCOME

     Securities transactions are recorded on a trade date basis. Securities purchased or sold on a when-issued or delayed-delivery basis as well as certain loan transactions and mortgage securities (such as Government National Mortgage Association (“GNMA”) securities) may be settled a month or more after the trade date. Dividend income is recorded on the ex-dividend date, except certain dividends from foreign securities are recorded as soon as a Fund is informed of the ex-dividend date or upon receipt of the dividend. A Fund’s estimated components of distributions received from real estate investment trusts may be considered return of capital distributions or capital gain distributions. Return of capital distributions are recorded as a reduction of cost of the related investments. Interest income is recorded on an accrual basis. Interest income includes coupon interest and amortization of premium and discount on debt securities. Accretion of discounts and amortization of premiums are recorded on a daily basis. Investment income is recorded net of foreign taxes withheld, if any. A Fund may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. A Fund will accrue such taxes and reclaims as applicable, based upon their current interpretation of tax rules and regulations that exist in the markets in which a Fund invests. Facility fees and other fees (such as origination fees) received from senior loans purchased (see Note 2F) by a Fund are amortized over the expected term of each applicable senior loan. Commitment fees received by a Fund relating to unfunded senior loan commitments are deferred and amortized to income over the period of the commitment. Consent fees, which are compensation for agreeing to changes in the terms of debt instruments, are included in interest income on the Statements of Operations when received. Realized gains and losses from securities transactions are recorded on the basis of identified cost, which is also used for Federal income tax purposes. Gains and losses realized on principal paydowns from mortgage- and asset-backed securities are recorded as interest income in the Statements of Operations.

     C. DISTRIBUTIONS TO SHAREHOLDERS

     Each Fund currently intends to distribute substantially all of its net investment income and realized capital gains, if any, at least annually, although distribution could occur more frequently if it is advantageous to the specific Fund and to its shareholders.

     Dividends on net investment income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. GAAP. These differences are primarily due to differing treatments for futures and options, foreign currency transactions, passive foreign investment companies, post-October losses, capital loss carryforwards, and losses deferred due to wash sales. Permanent book and tax differences relating to shareholder distributions will result in reclassifications of paid-in capital. Dividends and distributions paid to shareholders are recorded on the ex-dividend date.

     D. FOREIGN CURRENCY TRANSLATION

     Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars based on the applicable exchange rates at the date of the last business day of the financial statement period. Purchases and sales of securities, interest income, dividends, and variation margin, and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date.

D-2

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

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

     E. EXPENSE ALLOCATION

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

     F. INVESTMENTS AND RISKS

     General Investment Risks

     An investment in each Fund represents an indirect investment in the Holdings owned by that Fund. As with any mutual fund, the value of these Holdings may move up or down, and as a result, an investment in a Fund at any point in time may be worth more or less than the original investment.

     Investments in a Fund may be affected by general economic and market conditions, government and political events, investor perceptions, changes in interest rates and market liquidity. Events in the financial markets have the potential to cause increased volatility and uncertainty, which may impact the value of a Fund’s Holdings. 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 Holdings 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 Holdings. In addition, traditionally liquid investments may experience periods of diminished liquidity. Governmental and regulatory responses to market events may impair a manager’s ability to pursue certain investment techniques or strategies and may have unexpected consequences on particular markets, strategies, or investments. Future events may impact a Fund in unforeseen ways, leading a Fund to alter its existing strategies or, potentially, to liquidate and close.

     The price of equity Holdings changes in response to many factors, including a company’s historical and prospective earnings, the value of its assets, and many of the factors noted above.

     Fixed income (debt) Holdings are affected primarily by the financial condition of the companies 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) Holdings. There is a risk that an issuer of a Fund’s fixed income (debt) Holding (including borrowers) may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or go bankrupt. Securities such as high yield/high-risk bonds, i.e. bonds with low credit ratings by Moody’s (Ba or lower) or Standard & Poor’s (BB and lower) or no rating, are especially subject to credit risk during periods of economic uncertainty or during economic downturns and are more likely to default on their interest and/or principal payments than higher rated securities. Certain asset-backed instruments, such as collateralized debt obligations, collateralized mortgage obligations and other mortgage related securities, structured investment vehicles and other debt Holdings 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 Holdings, and it may be difficult to value these instruments because of a thin secondary market.

     There are certain additional risks involved in investing in foreign securities that may not be 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.

     None of the Funds may invest in illiquid securities and illiquid bank loans (collectively, “Illiquid Holdings”) 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 Holdings. The term “Illiquid Holdings” for this purpose means Holdings 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 Holdings. Illiquid Holdings may be difficult to value and difficult to sell, which means a Fund may not be able to sell such Holdings quickly for its full value. The market value of Illiquid Holdings held by each Fund as of September 30, 2010 was less than 15% of its net assets.

     Senior Loan Participations and Assignments

     Certain Funds may invest in floating rate senior loans (“Senior Loans”), the interest rates of which float or adjust periodically based upon a specified adjustment schedule, benchmark indicator, or prevailing interest rates of domestic or foreign corporations, partnerships and other entities (“Borrowers”). Senior Loans generally pay interest at rates which are periodically redetermined by reference to a base lending rate plus a premium. These base lending rates generally include prime rates of one or more major U.S. banks, LIBOR rates or certificates of deposit rates. Senior Loans often require prepayments from excess cash flow or permit the borrower to repay at its election. The degree to which borrowers repay, cannot be predicted with accuracy. As a result, the actual maturity may be substantially less than the stated

D-3

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

maturities. Senior Loans are exempt from registration under the Securities Act of 1933, may contain certain restrictions on resale, and cannot be sold publicly. A Fund’s investments in Senior Loans may be in the form of participations in loans or assignments of all or a portion of loans from third parties.

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

     When a Fund purchases a participation of a Senior Loan interest, the Fund typically enters into a contractual agreement with the lender or other third party selling the participation. A participation interest in Senior Loans includes the right to receive payments of principal, interest and any fees to which it is entitled from the lender and only upon receipt by the lender of payments from the Borrower, but not from the Borrower directly. When holding a participation interest, if a Borrower is unable to meet its obligations under a loan agreement, a Fund generally has no right to enforce compliance of 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, 2010, no participation interest in Senior Loans was held by any of the Funds.

     Inflation-Indexed Bonds

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

     Mortgage-Related and Other Asset-Backed Securities

     Certain Funds may invest in mortgage-related and other asset-backed securities. These securities include mortgage pass-through securities, collateralized mortgage obligations (“CMOs”), collateralized loan obligations (“CLOs”), mortgage dollar rolls, CMO residuals, stripped mortgage-backed securities (“SMBS”), and other securities that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans secured by real property. Mortgage-related and other asset-backed securities are debt securities issued by a corporation, trust or custodian, or by a U.S. Government agency or instrumentality, that are collateralized by a portfolio or pool of mortgages, mortgage passthrough 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 are no assurance that private guarantors or issuers will meet their obligations.

     Mortgage dollar rolls, principally on a forward commitment basis, involve a Fund selling mortgage-backed securities for delivery in the current month and simultaneously contracting to repurchase similar, but not identical securities at an agreed-upon price on a fixed date in the future. A Fund accounts for such dollar rolls as purchases and sales and receives compensation as consideration for entering into the commitment to repurchase. A Fund must maintain liquid securities having a value not less than the repurchase price (including accrued interest) for such dollar rolls. The market value of the securities that a Fund is required to purchase may decline below the agreed upon repurchase price of those securities.

     SMBS represent a participation in, or are secured by and payable from, mortgage loans on real property, and may be structured in classes with rights to receive varying proportions of principal and interest. SMBS include interest-only securities (“IOs”), which receive all of the interest, and principal-only securities (“POs”), which receive the entire principal. The cash flows and yields on IOs are extremely sensitive to the rate of principal payments (including prepayments) on the underlying mortgage loans. If the underlying mortgages experience higher than anticipated prepayments, an investor in IOs of SMBS may fail to recoup fully its initial investment, even if the IOs are highly rated or are derived from securities guaranteed by the U.S. Government. Unlike other fixed-income and other mortgage-backed securities, the market value of IOs tends to move in the same direction as interest rates. As prepayments on the underlying mortgages of POs increase, the yields on POs increase. Payments received from IOs are included in interest income in the Statements of Operations. Because principal will not be received at the maturity of an IO, adjustments are made to the book value of the security on the coupon date until maturity. These adjustments are included in interest income in the Statements of Operations. Payments received from POs are treated as reductions to the cost and par value of the securities. Any excess principal paydown gains or losses associated with the payments received are reported as interest income in the Statements of Operations.

     Government Sponsored Enterprise Securities

     Certain Funds may invest in securities issued by the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and similar U.S. Government sponsored entities such as Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Banks (“FHLBs”). Although chartered and sponsored by Congress, such entities are generally not funded by Congressional appropriations. The debt and

D-4

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

mortgage-backed securities issued by these entities are neither guaranteed nor insured by the U.S. Government. As such, securities issued by these entities are typically supported only by the credit of the issuing entity, which depends entirely on its own resources to repay the debt, subject to the risk of default.

     On September 6, 2008, the Federal Housing Finance Agency (“FHFA”) placed Fannie Mae and Freddie Mac into conservatorship.

     As the conservator, FHFA succeeded to all rights, titles, powers and privileges of Fannie Mae and Freddie Mac and of any stockholder, officer or director of Fannie Mae and Freddie Mac with respect to those applicable entities and their respective assets. FHFA selected a new chief executive officer and chairman of the board of directors of Fannie Mae and Freddie Mac.

     On September 7, 2008, the U.S. Treasury announced three additional steps taken by it in connection with the conservatorship. First, the U.S. Treasury entered into a Senior Preferred Stock Purchase Agreements (“Purchase Agreements”) with Fannie Mae and Freddie Mac pursuant to which the U.S. Treasury will purchase up to an aggregate of $100 billion of each of Fannie Mae and Freddie Mac to maintain a positive net worth in each entity. This agreement contains various covenants that severely limit each entity’s operations. In exchange for entering into these agreements, the U.S. Treasury received $1 billion of each entity’s senior preferred stock and warrants to purchase 79.9% of each entity’s common stock. Second, the U.S. Treasury announced the creation of a new secured lending facility which is available to both Fannie Mae and Freddie Mac as a liquidity backstop. Third, the U.S. Treasury announced the creation of a temporary program to purchase mortgage-backed securities issued by Fannie Mae and Freddie Mac. Both the liquidity backstop and the mortgage-backed securities purchase program expired December 31, 2009. Fannie Mae and Freddie Mac are continuing to operate while in conservatorship and each remains liable for each of its respective obligations, including guaranty obligations, associated with its mortgage-backed securities.

     On May 6, 2009, the U.S. Treasury and FHFA, acting on behalf of Fannie Mae and Freddie Mac in its capacity as conservator, amended the Purchase Agreements, to among other items: (i) increase the funding available under the Purchase Agreements from $100 billion to $200 billion; (ii) increase the limit on mortgage-related investments portfolio as of December 31, 2009 from $850 billion to $900 billion; and (iii) revise the limit on the aggregate indebtedness and the method of calculating such limit for both Fannie Mae and Freddie Mac.

     On December 24, 2009, the Purchase Agreements were amended again to allow the Treasury’s funding commitment to increase from $200 billion to such amount as is necessary to accommodate any cumulative reduction in net worth over the next three years. At the conclusion of the three-year period, the remaining commitment will be fully available to be drawn per the terms of the agreements.

     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 reflected as a liability in the Statements of Assets and Liabilities.

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

D-5

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

     Repurchase Agreements

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

     Reverse Repurchase Agreements

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

     Derivative Instruments

     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 (see Note 12 for a detailed discussion on derivative instruments).

     G. NEW ACCOUNTING PRONOUNCEMENT

     In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2010-06, Improving Disclosures about Fair Value Measurements, (“ASU”). This ASU amends FASB Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures, and requires entities to disclose the amounts and reasons for significant transfers between Levels 1 and 2 in the fair value hierarchy and inputs and valuation techniques used to determine Level 2 and Level 3 fair value measurements (see Note 11), and to separately present purchases, sales, issuances, and settlements in their reconciliation of Level 3 fair value measurements (i.e., to present such items on a gross basis rather than on a net basis). This ASU is effective for interim and annual period beginning after December 15, 2009, except for the disclosures about purchases, sales issuances, and settlements in the roll forward of activity in Level 3 fair value measurements (which are effective for interim and annual periods beginning after December 15, 2010). The Trust implemented the disclosures required for interim and annual periods beginning after December 15, 2009 (see the Notes to Schedules of Investments section of each Fund’s Schedule of Investments and Note 11). Management is currently evaluating the impact of additional implementation of this ASU will have on the Trust’s financial statement disclosures.

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

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

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

(1)	Effective July 1, 2010, PLFA has contractually agreed to waive 0.10% of its advisory fees through June 30, 2011 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 0.025% of its advisory fees through June 30, 2011 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.

D-6

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

     Pursuant to Fund Management Agreements, the Trust and PLFA engage various management firms under PLFA’s supervision for the Underlying Funds. As of September 30, 2010, 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; Goldman Sachs Asset Management, L.P. for the PL Short Duration Bond Fund; Invesco Advisers, Inc. for the PL Comstock Fund; Janus Capital Management LLC for the PL Growth LT Fund; UBS Global Asset Management (Americas) Inc. for the PL Large-Cap Growth Fund; ClearBridge Advisors, LLC for the PL Large-Cap Value Fund; OppenheimerFunds, Inc. for the PL Main Street Core and PL Emerging Markets Funds; Lazard Asset Management LLC for the PL Mid-Cap Equity Fund; Morgan Stanley Investment Management Inc. for the PL Mid-Cap Growth and PL Real Estate Funds; Fred Alger Management, Inc. for the PL Small-Cap Growth Fund; NFJ Investment Group LLC for the PL Small-Cap Value Fund; MFS Investment Management for the PL International Large-Cap Fund; and AllianceBernstein L.P. 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 advisory services provided to their respective Fund.

     Pursuant to an Administration and Shareholder Services Agreement (the “Agreement”), Pacific Life serves as administrator (the “Administrator”) to the Trust. Effective July 1, 2010, the Trust compensates the Administrator at an annual rate of 0.15% of average daily net assets. From April 1, 2010 to June 30, 2010, the Trust compensated the Administrator at an annual rate of 0.30% of average daily net assets. The Administrative 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 respective agreements. Under the support services agreement, the Trust compensated Pacific Life and PLFA for their expenses in providing support services to the Trust in connection with various matters, some of which include the time spent by legal, accounting, and compliance personnel of PLFA (including individuals who may be officers or Trustees of the Trust (“Personnel”)), to attend meetings of the Board and to provide assistance with the coordination and supervision in connection with the services procured for the Trust under the Administration Agreement. Support services do not include any services for which PLFA is responsible pursuant to the Investment Advisory Agreement. The Trust reimbursed Pacific Life and PLFA for these support services on an approximate cost basis.

     Pursuant to a Distribution Agreement, Pacific Select Distributors, Inc. (the “Distributor”), a wholly owned subsidiary of Pacific Life, serves as distributor of the Trust’s shares. The Distributor bears all expenses of providing services, including costs of sales presentations, mailings, advertisements, and other marketing efforts by the Distributor in connection with the distribution or sale of the Trust’s shares and makes distribution and/or service payments to selling groups in connection with the sale of certain of the Trust’s shares and subsequent servicing needs of shareholders provided by selling groups. For the period April 1, 2010 through July 1, 2010, the Distributor received service fees from the Underlying Funds pursuant to a Class A Service Plan (non 12b-1) for shareholder servicing activities. The service fee was 0.25% for Class A. The Class A shares did not pay a distribution fee. The fees were accrued daily. Effective July 2, 2010, the Class A shares were converted to Class P, which do not incur a service fee.

4. TRUSTEE COMPENSATION

     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.

     Each independent trustee is eligible to participate in the Trust’s Deferred Compensation Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan allows each independent trustee to voluntarily defer receipt of all or a percentage of fees which otherwise would be payable for services performed. Amounts in the deferral account are obligations of the Trust that are payable in accordance with the Deferred Compensation Plan. Deferral amounts are treated as though equivalent dollar amounts had been invested in shares of certain Funds. An independent trustee who defers compensation has the option to select credit rate options that track the performance of the Class A of the corresponding Portfolio Optimization Funds and PL Money Market Fund, and/or Class A shares (prior to July 1, 2010) and Class P shares (effective July 1, 2010) of the corresponding Underlying Funds without a sales load. Accordingly, the market value appreciation or depreciation of the independent trustee’s deferred compensation accounts will cause the expenses of each Fund to increase or decrease due to market fluctuation. The change in net unrealized appreciation or deprecation on independent trustee’s deferred compensation accounts is included in the Trustees’ compensation and expenses in the Statements of Operations. For the six-month period ended September 30, 2010, the expenses were decreased by $3,323 as a result of the market value depreciation on such accounts. As of September 30, 2010, the total deferred trustee compensation liability was $43,671 for the independent trustees.

5. EXPENSE REDUCTIONS

     To help limit the Trust’s expenses, PLFA, pursuant to an expense limitation agreement dated July 1, 2010, has contractually agreed to reduce its fees or otherwise reimburse each Fund for its operating expenses (including the administration fee and organizational expenses, but not including investment advisory fees; distribution and service (12b-1) fees; non 12b-1 service fees; dividends on securities sold short; acquired fund fees and expenses; taxes (including foreign taxes on dividends, interest or gains); interest; brokerage commissions and other transactional expenses; extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of each Fund’s business) that exceed an annual rate based on a percentage of a Fund’s average daily net assets. The current expense cap is 0.15% through June 30, 2013, and 0.30% from July 1, 2013 through June 30, 2020.

     From April 1, 2010 to July 1, 2010, pursuant to an expense limitation agreement dated July 1, 2008, PLFA reimbursed each Fund for its operational expenses above the cap. The expense cap during this time was 0.30%. The investment adviser expense reimbursement for the six-month period ended September 30, 2010 for each Fund was as follows:

D-7

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

	Investment
	Adviser
	Expense
Fund	Reimbursements
PL Floating Rate Loan	$	49,111
PL Inflation Managed		174,094
PL Managed Bond		279,965
PL Short Duration Bond		92,123
PL Comstock		100,288
PL Growth LT		84,372
PL Large-Cap Growth		54,988
PL Large-Cap Value		116,069
PL Main Street Core		114,635
PL Mid-Cap Equity		81,615
PL Mid-Cap Growth		55,574
PL Small-Cap Growth		38,986
PL Small-Cap Value		34,700
PL Real Estate		40,496
PL Emerging Markets		134,261
PL International Large-Cap		130,589
PL International Value		106,478
Total	$	1,688,344

     There is no guarantee that PLFA will continue to cap expenses after June 30, 2020. Any reimbursement is subject to repayment to PLFA for a period of time as permitted under regulatory and/or accounting guidance (currently 3 years from the end of the fiscal year in which the reimbursement or reduction took place), to the extent such expenses fall below the expense cap in future years. Any amounts repaid to PLFA will have the effect of increasing such expenses of the Fund, but not above the expense cap.

     The cumulative reimbursement and reduction amounts, if any, as of September 30, 2010 that are subject to repayment for each Fund are as follows:

	Expiration Date
Fund	3/31/2011		3/31/2012		3/31/2013		3/31/2014
PL Floating Rate Loan	$	—	$	55,422	$	98,235	$	49,111
PL Inflation Managed		359,755		341,417		308,763		174,094
PL Managed Bond		501,374		472,001		502,729		279,965
PL Short Duration Bond		212,660		150,950		164,724		92,123
PL Comstock		300,315		214,389		214,415		100,288
PL Growth LT		272,256		229,867		216,805		84,372
PL Large-Cap Growth		140,798		94,718		120,503		54,988
PL Large-Cap Value		198,498		175,460		216,004		116,069
PL Main Street Core		315,029		370,309		266,417		114,635
PL Mid-Cap Equity		234,458		195,175		177,580		81,615
PL Mid-Cap Growth		238,535		138,724		115,208		55,574
PL Small-Cap Growth		165,822		131,007		96,729		38,986
PL Small-Cap Value		66,498		120,502		92,384		34,700
PL Real Estate		138,599		118,370		94,439		40,496
PL Emerging Markets		455,787		347,289		319,937		134,261
PL International Large-Cap		357,364		296,673		286,639		130,589
PL International Value		343,568		325,469		289,342		106,478
Total	$	4,301,316	$	3,777,742	$	3,580,853	$	1,688,344

     Due to the current regulatory and/or accounting guidance, all expense reimbursements made by the investment adviser for the period September 28, 2001 (the Pacific Life Funds’ commencement date of operations) to March 31, 2007 expired for future recoupment as of March 31, 2010. 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, 2010. The adviser expense reimbursement and administrator fee reduction is presented in the Statements of Operations.

6. TRANSACTIONS WITH AFFILIATES

     The Funds have incurred $4,931,265 of investment advisory fees (after $16,049 and $8,450 advisory fee waivers for the PL Floating Rate Loan Fund and PL Large-Cap Growth Fund, respectively), $1,867,826 of administration fees, and $263,592 of expenses for support services provided by Pacific Life and PLFA (at approximate cost, see Note 3), for the six-month period ended September 30, 2010. As of September 30, 2010, $860,507, $219,710 and $100,407, respectively, remained payable.

     For the six-month period ended September 30, 2010, the Funds also incurred $1,015,080 of service fees, payable to the Distributor under the non 12b-1 service plan. As of September 30, 2010, no fees remained payable.

D-8

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

7. TAX CHARACTER OF DISTRIBUTIONS AND COMPONENTS OF DISTRIBUTABLE EARNINGS

     The tax character of distributions paid during the six-month period ended September 30, 2010, was as follows:

	Distributions Paid From
	Ordinary		Long-Term		Total
Fund	Income		Capital Gains		Distributions
PL Floating Rate Loan	$	576,673	$	—	$	576,673
PL Inflation Managed		1,981,141		—		1,981,141
PL Managed Bond		4,261,752		898,391		5,160,143
PL Short Duration Bond		226,394		—		226,394
PL Comstock		236,849		—		236,849
PL Large-Cap Value		467,480		—		467,480
PL Main Street Core		95,654		—		95,654
PL Mid-Cap Equity		47,048		—		47,048
PL Mid-Cap Growth		338,784		185,706		524,490
PL Small-Cap Value		68,741		—		68,741
PL Real Estate		68,821		—		68,821
PL International Large-Cap		926,192		—		926,192
PL International Value		468,259		—		468,259

     The tax character of distributions paid during the year ended March 31, 2010, were as follows:

	Distributions Paid From
	Ordinary		Long-Term		Total
Fund	Income		Capital Gains		Distributions
PL Floating Rate Loan	$	1,975,960	$	—	$	1,975,960
PL Inflation Managed		4,584,817		—		4,584,817
PL Managed Bond		12,379,527		1,275,371		13,654,898
PL Short Duration Bond		1,199,020		—		1,199,020
PL Comstock		1,052,848		—		1,052,848
PL Growth LT		1,426,742		—		1,426,742
PL Large-Cap Value		1,750,061		—		1,750,061
PL Main Street Core		1,045,156		—		1,045,156
PL Mid-Cap Equity		432,366		—		432,366
PL Mid-Cap Growth		316,397		298,218		614,615
PL Small-Cap Value		491,572		—		491,572
PL Real Estate		485,508		—		485,508
PL Emerging Markets		243,918		—		243,918
PL International Large-Cap		975,278		—		975,278
PL International Value		1,330,371		—		1,330,371

     As of March 31, 2010, the components of distributable earnings on a tax basis were as follows:

								Net
	Accumulated			Undistributed		Undistributed		Unrealized
	Capital and			Ordinary		Long-Term		Appreciation
Fund	Other Losses			Income		Capital Gains		(Depreciation) (1)
PL Floating Rate Loan	$	(1,147,360	)	$	4,801	$	—	$	1,280,599
PL Inflation Managed		(2,055,282	)		922,958		—		(1,174,200	)
PL Managed Bond		—			2,687,790		898,386		2,560,288
PL Short Duration Bond		(115,124	)		11,214		—		607,786
PL Comstock		(32,747,659	)		236,840		—		10,906,724
PL Growth LT		(26,636,303	)		—		—		16,656,144
PL Large-Cap Growth		(6,317,156	)		—		—		11,275,926
PL Large-Cap Value		(16,387,956	)		467,480		—		18,524,450
PL Main Street Core		(37,634,222	)		95,631		—		21,210,304
PL Mid-Cap Equity		(27,280,380	)		47,030		—		15,683,944
PL Mid-Cap Growth		(5,113	)		338,779		185,699		11,027,887
PL Small-Cap Growth		(11,360,287	)		—		—		5,705,076
PL Small-Cap Value		(9,914,886	)		78,018		—		5,815,172
PL Real Estate		(13,200,079	)		24,530		—		8,813,007
PL Emerging Markets		(5,074,455	)		—		—		14,306,254
PL International Large-Cap		(11,772,430	)		926,186		—		11,161,207
PL International Value		(47,530,599	)		468,253		—		2,961,558

(1) Amount includes appreciation and depreciation on investments, derivatives, and assets and liabilities in foreign currencies.

     The components of the accumulated capital and other losses as of March 31, 2010, are summarized in Note 8.

D-9

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

8. FEDERAL INCOME TAX INFORMATION

     Each Fund intends to continue to qualify as a regulated investment company and distribute substantially all its taxable income and capital gains to its shareholders. Each Fund presented in the first table below declared and paid sufficient dividends on net investment income and capital gains distributions during the year ended March 31, 2010, to qualify as a regulated investment company and is not required to pay Federal income tax under Subchapter M of the Internal Revenue 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 on a tax basis and may differ from such amounts for financial reporting purposes (see Note 2C). In addition, the year in which amounts are distributed may differ from the year in which the net investment income is earned and the net gains are realized by each Fund.

     Net capital loss carryovers and post-October capital losses, if any, as of March 31, 2010, are available to offset future realized capital gains and thereby reduce future capital gains distributions. Post-October foreign currency losses, if any, will offset future net investment income and thereby reduce future ordinary income distributions. The net capital loss carryovers and the post-October capital and foreign currency losses deferred as of March 31, 2010, were as follows:

																			Post-			Post-October			Accumulated
	Net Capital			Net Capital Loss Carryover Expiring on March 31															October			Foreign			Capital and
	Loss			2014															Capital Loss			Currency			Other
Fund	Carryover			and Prior			2015			2016			2017			2018			Deferral			Loss Deferral			Losses
PL Floating Rate Loan	$	(1,119,961	)	$	—		$	—		$	—		$	(439,943	)	$	(680,018	)	$	(27,399	)	$	—		$	(1,147,360	)
PL Inflation Managed		(2,055,282	)		—			—			—			(141,727	)		(1,913,555	)		—			—			(2,055,282	)
PL Short Duration Bond		(115,124	)		—			—			—			—			(115,124	)		—			—			(115,124	)
PL Comstock		(32,321,233	)		—			—			—			(12,106,786	)		(20,214,447	)		(426,426	)		—			(32,747,659	)
PL Growth LT		(26,636,303	)		—			—			—			(7,353,330	)	��	(19,282,973	)		—			—			(26,636,303	)
PL Large-Cap Growth (1)		(6,317,156	)		(64,425	)		(1,076,170	)		—			(4,424,082	)		(752,479	)		—			—			(6,317,156	)
PL Large-Cap Value		(16,387,770	)		—			—			—			(5,885,797	)		(10,501,973	)		—			(186	)		(16,387,956	)
PL Main Street Core		(37,183,558	)		—			—			—			(13,408,365	)		(23,775,193	)		(450,664	)		—			(37,634,222	)
PL Mid-Cap Equity		(27,280,380	)		—			—			—			(15,810,724	)		(11,469,656	)		—			—			(27,280,380	)
PL Mid-Cap Growth		—			—			—			—			—			—			—			(5,113	)		(5,113	)
PL Small-Cap Growth		(11,360,287	)		—			—			—			(5,477,816	)		(5,882,471	)		—			—			(11,360,287	)
PL Small-Cap Value		(9,914,886	)		—			—			(32,441	)		(1,686,569	)		(8,195,876	)		—			—			(9,914,886	)
PL Real Estate		(13,082,495	)		—			—			—			(2,282,346	)		(10,800,149	)		(116,875	)		(709	)		(13,200,079	)
PL Emerging Markets		(5,067,942	)		—			—			—			—			(5,067,942	)		—			(6,513	)		(5,074,455	)
PL International Large-Cap		(10,448,857	)		—			—			—			(2,153,723	)		(8,295,134	)		(1,323,756	)		—			(11,772,613	)
PL International Value		(46,556,772	)		—			—			—			(7,806,521	)		(38,750,251	)		(973,827	)		—			(47,530,599	)

(1) The availability of a certain amount of capital loss carryover which was acquired on December 31, 2003 in the merger with the PF Putnam Research Fund, may be limited in a given year. The net capital loss carryover for 2014 and prior includes $64,425 net capital loss carryover expiring in 2011.

     The aggregate Federal tax cost of investments and the composition of unrealized appreciation and depreciation on investments and net unrealized appreciation and/or depreciation on derivatives and assets and liabilities in foreign currencies as of September 30, 2010, were as follows:

			Gross		Gross					Net Unrealized
	Total Cost of		Unrealized		Unrealized			Net Unrealized		Appreciation
	Investments		Appreciation		Depreciation			Appreciation		(Depreciation)			Net Unrealized
Fund	on Tax Basis		on Investments		on Investments			on Investments		on Other (1)			Appreciation
PL Floating Rate Loan	$	70,542,299	$	1,293,087	$	(761,347	)	$	531,740	$	—		$	531,740
PL Inflation Managed		217,030,472		5,641,683		(336,215	)		5,305,468		99,951			5,405,419
PL Managed Bond		344,738,079		12,559,571		(5,625,470	)		6,934,101		1,417,054			8,351,155
PL Short Duration Bond		93,938,645		1,228,877		(173,885	)		1,054,992		—			1,054,992
PL Comstock		131,726,902		11,205,454		(3,581,603	)		7,623,851		—			7,623,851
PL Growth LT		82,708,357		17,070,081		(1,098,505	)		15,971,576		(82,505	)		15,889,071
PL Large-Cap Growth		73,821,354		13,240,044		(574,209	)		12,665,835		—			12,665,835
PL Large-Cap Value		179,139,609		18,814,237		(5,628,473	)		13,185,764		—			13,185,764
PL Main Street Core		117,117,803		17,623,352		(2,070,683	)		15,552,669		—			15,552,669
PL Mid-Cap Equity		100,811,652		16,206,756		(892,391	)		15,314,365		—			15,314,365
PL Mid-Cap Growth		38,462,211		14,517,789		(901,536	)		13,616,253		168			13,616,421
PL Small-Cap Growth		22,983,762		6,219,261		(424,598	)		5,794,663		—			5,794,663
PL Small-Cap Value		56,168,442		8,380,053		(1,404,323	)		6,975,730		(76	)		6,975,654
PL Real Estate		26,447,847		9,997,590		(245,198	)		9,752,392		—			9,752,392
PL Emerging Markets		33,936,346		18,478,782		(308,320	)		18,170,462		(8,780	)		18,161,682
PL International Large Cap		108,744,347		19,536,664		(4,544,305	)		14,992,359		19,971			15,012,330
PL International Value		80,133,085		6,719,520		(4,195,798	)		2,523,722		(14,247	)		2,509,475

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

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

     As of and during the year ended March 31, 2010, none of the Funds had liabilities for any unrecognized tax benefits. During the year ended March 31, 2010, none of the Funds incurred any interest or penalties.

     Each Fund’s tax returns remain subject to examination by Federal and State tax authorities (principal state jurisdictions include California and Delaware) for the tax years ended March 31, 2008 through March 31, 2010 for Federal purposes and March 31, 2007 through March 31, 2010 for State purposes.

9. UNFUNDED SENIOR LOAN COMMITMENTS

     Unfunded loan commitments on senior loan participations and assignments (Note 2F), if any, are marked to market daily and valued according to the Trust’s valuation policies and procedures. Any outstanding unfunded loan commitments are presented in the Notes to Schedules of Investments section of each applicable Fund’s Schedule of Investments. Any applicable net unrealized appreciation or depreciation at the end of the reporting period and change in net unrealized appreciation or depreciation on unfunded loan commitments for the reporting period is reflected on the Statements of Assets and Liabilities and the Statements of Operations, respectively. As of September 30, 2010, no unfunded loan commitments were held by any Fund.

10. PURCHASES AND SALES OF SECURITIES

     The cost of purchases and proceeds from sales of securities (excluding short-term investments) for the six-month period ended September 30, 2010, is as follows:

	U.S. Government Securities				Other Securities
Fund	Purchases		Sales		Purchases		Sales
PL Floating Rate Loan	$	—	$	—	$	46,323,853	$	29,071,915
PL Inflation Managed		474,222,319		426,631,142		21,174,023		15,969,408
PL Managed Bond		509,540,564		384,668,025		25,471,996		15,736,114
PL Short Duration Bond		49,294,882		35,438,392		16,108,800		5,337,255
PL Comstock		—		—		27,106,559		14,409,877
PL Growth LT		—		—		31,397,265		21,107,334
PL Large-Cap Growth		—		—		53,634,246		30,927,951
PL Large-Cap Value		—		—		43,951,142		11,930,997
PL Main Street Core		—		—		44,208,113		55,941,403
PL Mid-Cap Equity		—		—		49,607,959		39,983,892
PL Mid-Cap Growth		—		—		11,958,559		20,500,356
PL Small-Cap Growth		—		—		9,810,273		8,141,286
PL Small-Cap Value		—		—		25,511,995		5,651,877
PL Real Estate		—		—		5,261,813		8,366,652
PL Emerging Markets		—		—		8,382,971		9,605,194
PL International Large-Cap		—		—		28,254,337		15,950,291
PL International Value		—		—		36,028,450		36,081,332

11. FAIR VALUE MEASUREMENTS AND DISCLOSURES

     The Trust characterizes its Holdings as Level 1, Level 2 or Level 3 based upon the various inputs or methodologies used to value the Holdings. The three-tier hierarchy of inputs is summarized in the three broad levels listed below:

• Level 1 —  Quoted prices in active markets for identical Holdings

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

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

     The inputs or methodologies used for valuing each Fund’s Holdings are not necessarily an indication of the risks associated with investing in those Holdings. For example, Holdings of money market instruments are valued using amortized cost in accordance with the rules under the 1940 Act. Generally, amortized cost approximates the current fair value of a Holding, but since the value is not obtained from a quoted price in an active market, such Holdings are reflected as Level 2. Foreign Holdings 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 2A) are reflected as Level 2. For fair valuations using significant unobservable inputs, the Trust provides a reconciliation of the beginning to ending balances for reported market values that presents changes attributable to total realized and unrealized gains or losses, purchase and sales, and transfers in and out of Level 3 during the period. Transfers in and out of Level 3 are based on values at end of period. The Trust also provides the amounts and reasons for significant transfers, if any, between Level 1 and Level 2 in the fair value hierarchy (see Note 2G). For the six-month period ended September 30, 2010, there were no significant transfers between Level 1 and Level 2. A summary of each Fund’s Holdings as of September 30, 2010 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.

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

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

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

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

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

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

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

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

     Asset-Backed Securities and Collateralized Mortgage Obligations — 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.

     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. Options contracts traded over the counter (“OTC”) are fair valued based on pricing models that incorporates 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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PACIFIC LIFE FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)
(Unaudited)

     Forward Foreign Currency Contracts — Forward foreign currency contracts are fair valued using various inputs and techniques, which include broker-dealer quotations, actual trading information, and foreign currency exchange rates gathered from leading market makers and foreign currency exchange trading centers throughout the world. To the extent that these inputs are observable and timely, the fair values of forward foreign currency contracts would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

     Interest Rate Swaps — Interest rate swaps are fair valued using pricing models that are based on real-time intraday snap shots of relevant interest rate curves that are built using the most actively traded securities for a given maturity. The pricing models also incorporate cash and money market rates. In addition, market data pertaining to interest rate swaps are monitored regularly to ensure that interest rates are properly depicting the current market rate. To the extent that these inputs are observable and timely, the fair values of interest rate swaps would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

     Credit Default Swaps — Credit default swaps are fair valued using pricing models that take into account, among other factors, information received from market makers and broker-dealers, default probabilities from index specific credit spread curves, recovery rates, and cash flows. To the extent that these inputs are observable and timely, the fair values of credit default swaps would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

     Total Return Swaps — Total Return swaps are fair valued using pricing models that take into account among other factors, index spread curves, nominal values, modified duration values and cash flows. To the extent that these inputs are observable and timely, the fair values of total return swaps would be categorized as Level 2; otherwise the fair values would be categorized as Level 3.

     Senior 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 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.

12. DERIVATIVE INVESTMENT HOLDINGS CATEGORIZED BY RISK EXPOSURE

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

     Market Risks Managed By Investing In Derivatives

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

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

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

D-13

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

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) Holdings may range in quality from those rated in the lowest category in which it is permitted to invest to those rated in the highest category by a rating agency, or if unrated, determined by the manager to be of comparable quality. Similar to credit risk, a Fund may be exposed to counterparty risk, or the risk that an institution or other entity with which a Fund has unsettled or open transactions with default. Financial assets, which potentially expose a Fund to counterparty risk, consists mainly of cash due from counterparties and investments. Certain managers may attempt to minimize credit risks to a Fund by performing extensive reviews of each counterparty, entering into transactions with counterparties that the manager believes to be creditworthy at the time of the transaction and requiring the posting of collateral in applicable transactions. To manage these risks, certain Funds may invest in derivative instruments tied to a security issuers’ financial strength.

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

     Credit Related Contingent Features

     Certain Funds are parties to various agreements, including by 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 be material to 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.

     Derivative Instruments

     In addition to managing the market risks described above, certain Funds, if permitted by their investment objectives, may also invest in derivatives for purposes of hedging, duration management, as a substitute for securities, to increase returns, or to otherwise help achieve a Fund’s investment goal. Each derivative instrument and the reasons the Funds invested in derivatives during the period are discussed in further detail below. As part of their investment strategies, the PL Inflation Managed and PL Managed Bond Funds may invest a substantial portion of their assets in derivatives, sometimes to the maximum amount of derivative positions permitted for mutual funds.

     Futures Contracts

     A futures contract is a commitment to buy or sell a specific amount of a financial instrument or commodity at a negotiated price on a specified future date. Futures contracts are subject to the possibility of illiquid markets, and the possibility of an imperfect correlation between the value of the instruments and the underlying securities. Initial margin deposits are made upon entering into futures contracts and can be funded with either cash or securities. During the period a futures contract is open, changes in the value of the contract are recognized as unrealized appreciation or depreciation by marking-to-market on a daily basis to reflect the market value of the contract at the end of each day’s trading. Variation margin receivables or payables represent the difference between the change in unrealized appreciation and depreciation on the open contracts and the cash deposits made on the margin accounts. When the contract is closed, a Fund records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transaction and the Fund’s cost of the contract. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. Futures present minimal counterparty credit risk since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. During the reporting period, the Funds entered into futures contracts for the following reasons: The PL Short Duration Bond Fund used Treasury and Eurodollar futures contracts to manage interest rate risk. The PL International Value Fund used futures contracts to maintain full exposure to the equity markets. The PL Inflation

D-14

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

Managed and PL Managed Bond Funds used financial and money market futures to manage exposure to securities markets and/or to manage interest rate risk.

     Options Contracts

     An options contract is a commitment that gives the purchaser of the contract the right, but not the obligation, to buy or sell an underlying asset at a specific price on or before a specified future date. In turn, the writer of an options contract is obligated, upon the exercise of the option, to buy or sell an underlying asset at a specific price on or before a specified future date. A swaption is an option contract granting the owner the right to enter into an underlying swap. 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 or put option, an amount equal to the premium received or paid by the Fund is included in a Fund’s Statement of Assets and Liabilities as a liability or an investment, respectively, and subsequently adjusted to the current market value, based on the quoted daily settlement price of the option written or purchased. Certain options may be written or purchased with premiums to be determined on a future date. The premiums for these options are based upon implied volatility parameters at specified terms. Premiums received or paid from writing or purchasing options, which expire unexercised, are treated by a Fund on the expiration date as realized gains or losses. The difference between the premium and the amount paid or received on a closing purchase or sale transaction, including brokerage commissions, is also treated as a realized gain or loss. If an option is exercised, the premium paid or realized is added to the cost of the purchase or proceeds from the sale in determining whether the Fund has realized a gain or loss on investment transactions. A Fund, as a writer of an option, may have no control over whether the underlying instrument may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the underlying written option. In addition, an illiquid market may make it difficult for a Fund to close out an option contract.

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

     During the reporting period, the Funds entered into options contracts for the following reasons: The PL Inflation Managed and PL Managed Bond Funds sold/wrote options and swaptions on futures, currencies, and swaps, as a means of capitalizing on anticipated changes in market volatility and to generate income.

     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 foreign currency contracts for the following reasons: The PL International Value Fund used forward foreign currency contracts for hedging purposes to insulate the Fund’s returns against adverse currency movements. The PL Inflation Managed and PL Managed Bond Funds used forward foreign currency contracts in connection with settling planned purchases or sales of securities, to hedge against currency exposure associated with some or all of each Fund’s securities and as a part of each Fund’s investment strategy.

     Swaps

     Swaps are privately negotiated agreements between the Funds and its counterparties to exchange cash flows, assets, foreign currencies or market-linked returns at specified intervals. In connection with these agreements, securities may be identified as collateral in accordance with the terms of the respective swap agreements to provide assets of value and recourse in the event of default or bankruptcy/insolvency. Swaps are marked-to-market daily based upon values received from third party vendors or quotations from market makers. Unrealized appreciation is recorded as an asset and unrealized depreciation is recorded as a liability on the Statements of Assets and Liabilities. The change in value of swaps, including accruals of periodic amounts of interest to be paid or received on swaps, is recorded as unrealized appreciation or depreciation in the Statements of Operations. Payments received or made at the beginning of the measurement period are reflected as such in the Statements of Assets and Liabilities and represent payments made or received upon entering into the swap agreement to compensate for differences between the stated terms of the swap agreement and prevailing market conditions (credit spreads, currency exchange rates, interest rates, and other relevant factors). These upfront payments are included in the calculation of realized gain or loss in the Statements of Operations, when the swap is closed. A liquidation payment received or made at the termination of the swap is recorded as realized gain or loss in the Statements of Operations. Net periodic payments received by a Fund are included as part of realized gain or loss in the Statements of Operations.

D-15

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

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

     Credit Default Swaps

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

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

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

     Credit default swap agreements on corporate issues 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 writedown or loss events on the underlying

D-16

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

mortgage loans will reduce the outstanding principal balance of the referenced obligation. These reductions may be temporary or permanent as defined under the terms of the swap agreement and the notional amount for the swap agreement will be adjusted by corresponding amounts. A Fund may use credit default swaps on asset-backed securities to provide a measure of protection against defaults of the referenced obligation or to take an active long or short position with respect to the likelihood of a particular referenced obligation’s default.

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

     Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on corporate issues or sovereign issues of an emerging country as of period end, are disclosed in the Notes to Schedules of Investments and serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. For credit default swap agreements on asset-backed securities and credit indices, the quoted market prices and resulting values serve as the indicator of the current status of the payment/performance risk. Wider credit spreads and increasing market 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 or risk of default or other credit event occurring as defined under the terms of the agreement.

     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, 2010 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 swap contracts for the following reasons: The PL Inflation Managed and PL Managed Bond Funds sold credit protection through credit default swaps to increase exposure to the credit risk of individual securities or to the broader investment grade, high yield, or emerging market through the use of credit default swaps on credit indices. Both Funds also purchased credit protection to reduce credit exposure to individual issuers, reduce broader credit risk, or to take advantage of the basis between the credit default swap and 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 investment Holdings as of September 30, 2010 as disclosed in the Notes to Schedules of Investments and the amounts of realized gains and losses and changes in unrealized appreciation and depreciation on derivative investment Holdings during the six-month period ending September 30, 2010 as disclosed in the Statements of Operations serve as indicators of the volume of derivative activity for the Funds.

D-17

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

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

	Location on the Statements of Assets and Liabilities
Derivative Investments Type	Asset Derivative Investments	Liability Derivative Investments
Interest rate contracts	Investments, at value	Outstanding options written, at value
	Receivable: Variation margin	Payable: Variation margin
	Swap contracts, at value	Swap contracts, at value
Foreign 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
	Location on the Statements of Assets and Liabilities
Derivative Investments Type	Asset Derivative Investments	Liability Derivative Investments
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 Trust records its derivatives at fair value. The Trust does not use hedge accounting under U.S. GAAP. Although a Fund’s investments in derivatives may represent economic hedges as part of its investment objectives, they are considered to be non-hedge transactions for purposes of U.S. GAAP. The following is a summary of each Fund’s derivative investments not accounted for as hedging investments under U.S. GAAP, categorized by primary risk exposure as of September 30, 2010:

	Asset Derivative Investments Value
							Interest						Foreign
	Total Value at			Equity			Rate			Credit			Exchange
Fund	September 30, 2010			Contracts			Contracts			Contracts			Contracts
PL Inflation Managed	$	526,707		$	—		$	344,886	*	$	47,508		$	134,313
PL Managed Bond		2,824,354			—			977,539	*		1,016,566			830,249
PL Short Duration Bond		52,110			—			52,110	*		—			—
PL Growth LT		14,691			—			—			—			14,691
PL International Value		44			—			—			—			44
	Liability Derivative Investments Value
							Interest						Foreign
	Total Value at			Equity			Rate			Credit			Exchange
Fund	September 30, 2010			Contracts			Contracts			Contracts			Contracts
PL Inflation Managed	$	(790,374	)	$	—		$	(238,295	)	$	(53,344	)	$	(498,735	)
PL Managed Bond		(1,940,634	)		—			(1,158,320	)		(50,660	)		(731,654	)
PL Short Duration Bond		(46,714	)		—			(46,714)	*		—			—
PL Growth LT		(97,196	)		—			—			—			(97,196	)
PL International Value		(25,895	)		(8,469)	*		—			—			(17,426	)

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

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

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

D-18

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 unrealized appreciation and/or depreciation on derivative investments recognized in the Statements of Operations categorized by primary risk exposure as of September 30, 2010:

	Realized Gain (Loss) on Derivative Investments Recognized in the Statements of Operations
							Interest						Foreign
				Equity			Rate			Credit			Exchange
Fund	Total			Contracts			Contracts			Contracts			Contracts
PL Inflation Managed	$	1,024,130		$	—		$	379,458		$	31,021		$	613,651
PL Managed Bond		5,983,567			—			5,634,257			103,368			245,942
PL Short Duration Bond		(19,264	)		—			(19,264	)		—			—
PL Growth LT		144,657			—			—			—			144,657
PL International Value		247,668			20,669			—			—			226,999
	Change in Unrealized Appreciation (Depreciation) on
	Derivative Investments Recognized in the Statements of Operations
							Interest						Foreign
				Equity			Rate			Credit			Exchange
Fund	Total			Contracts			Contracts			Contracts			Contracts
PL Inflation Managed	$	(843,425	)	$	—		$	(187,794	)	$	22,383		$	(678,014	)
PL Managed Bond		(2,025,951	)		—			(1,942,960	)		(45,661	)		(37,330	)
PL Short Duration Bond		(11,538	)		—			(11,538	)		—			—
PL Growth LT		(203,070	)		—			—			—			(203,070	)
PL International Value		(32,467	)		(15,085	)		—			—			(17,382	)

13. SHARES OF BENEFICIAL INTEREST

     Each Fund is authorized to issue an unlimited number of shares of beneficial interest with no par value. Changes in shares of beneficial interest of each Fund were as follows:

	PL Floating Rate						PL Inflation						PL Managed						PL Short Duration
	Loan Fund (1)						Managed Fund (1)						Bond Fund (1)						Bond Fund (1)
	Period ended			Year ended			Period ended			Year ended			Period ended			Year ended			Period ended			Year ended
	9/30/2010			3/31/2010			9/30/2010			3/31/2010			9/30/2010			3/31/2010			9/30/2010			3/31/2010
Class A
Shares sold		783,698			2,282,633			1,956,632			6,378,988			3,125,323			7,234,283			1,426,601			3,533,144
Dividends and distribution reinvested		59,430			210,756			192,834			462,500			476,813			1,283,200			22,578			120,785
Shares repurchased		(26,716	)		(515,930	)		(481,900	)		(518,710	)		(717,827	)		(765,659	)		(94,972	)		(973,595	)
Converted to Class P shares		(6,194,222	)		—			(16,468,262	)		—			(24,830,341	)		—			(8,923,737	)		—
Net increase (decrease)		(5,377,810	)		1,977,459			(14,800,696	)		6,322,778			(21,946,032	)		7,751,824			(7,569,530	)		2,680,334
Beginning shares outstanding		5,377,810			3,400,351			14,800,696			8,477,918			21,946,032			14,194,208			7,569,530			4,889,196
Ending shares outstanding		—			5,377,810			—			14,800,696			—			21,946,032			—			7,569,530
Class P
Shares sold		722,433						1,042,973						2,537,876						859,331
Dividends and distributions reinvested		—						—						—						—
Shares repurchased		(66,020	)					(970,466	)					(784,949	)					(819,312	)
Converted from Class A shares		6,194,222						16,468,262						24,830,341						8,923,737
Net increase		6,850,635						16,540,769						26,583,268						8,963,756
Beginning shares outstanding		—						—						—						—
Ending shares outstanding		6,850,635						16,540,769						26,583,268						8,963,756
	PL Comstock						PL Growth						PL Large-Cap						PL Large-Cap
	Fund (1)						LT Fund (1)						Growth Fund (1)						Value Fund (1)
	Period ended			Year ended			Period ended			Year ended			Period ended			Year ended			Period ended			Year ended
	9/30/2010			3/31/2010			9/30/2010			3/31/2010			9/30/2010			3/31/2010			9/30/2010			3/31/2010
Class A
Shares sold		840,641			1,887,392			515,246			1,279,195			565,551			5,211,526			1,490,054			7,070,227
Dividends and distributions reinvested		25,075			111,723			—			161,723			—			—			51,066			179,933
Shares repurchased		(199,075	)		(787,611	)		(175,781	)		(3,057,754	)		(200,745	)		(323,434	)		(329,474	)		(242,469	)
Converted to Class P shares		(12,653,081	)		—			(8,299,570	)		—			(8,286,576	)		—			(16,781,975	)		—
Net increase (decrease)		(11,986,440	)		1,211,504			(7,960,105	)		(1,616,836	)		(7,921,770	)		4,888,092			(15,570,329	)		7,007,691
Beginning shares outstanding		11,986,440			10,774,936			7,960,105			9,576,941			7,921,770			3,033,678			15,570,329			8,562,638
Ending shares outstanding		—			11,986,440			—			7,960,105			—			7,921,770			—			15,570,329

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

D-19

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

	PL Comstock						PL Growth						PL Large-Cap						PL Large-Cap
	Fund (1)						LT Fund (1)						Growth Fund (1)						Value Fund (1)
	Period ended			Year ended			Period ended			Year ended			Period ended			Year ended			Period ended			Year ended
	9/30/2010			3/31/2010			9/30/2010			3/31/2010			9/30/2010			3/31/2010			9/30/2010			3/31/2010
Class P
Shares sold		1,079,888						691,794						2,933,999						2,404,096
Dividends and distributions reinvested		—						—						—						—
Shares repurchased		(332,027	)					(61,573	)					(136,932	)					(250,548	)
Converted from Class A shares		12,653,081						8,299,570						8,286,576						16,781,975
Net increase		13,400,942						8,929,791						11,083,643						18,935,523
Beginning shares outstanding		—						—						—						—
Ending shares outstanding		13,400,942						8,929,791						11,083,643						18,935,523
	PL Main Street						PL Mid-Cap						PL Mid-Cap						PL Small-Cap
	Core Fund (1)						Equity Fund (1)						Growth Fund (1)						Growth Fund (1)
	Period ended			Year ended			Period ended			Year ended			Period ended			Year ended			Period ended			Year ended
	9/30/2010			3/31/2010			9/30/2010			3/31/2010			9/30/2010			3/31/2010			9/30/2010			3/31/2010
Class A
Shares sold		1,015,605			3,174,195			949,982			1,214,393			117,550			3,175,797			27,664			501,380
Dividends and distributions reinvested		12,032			127,649			5,986			56,832			66,283			76,838			—			—
Shares repurchased		(18,854	)		(1,035,627	)		(377,103	)		(631,044	)		(620,970	)		(507,051	)		(234,932	)		(1,862,567	)
Converted to P shares		(17,231,149	)		—			(12,316,799	)		—			(6,101,628	)		—			(2,523,721	)		—
Net increase (decrease)		(16,222,366	)		2,266,217			(11,737,934	)		640,181			(6,538,765	)		2,745,584			(2,730,989	)		(1,361,187	)
Beginning shares outstanding		16,222,366			13,956,149			11,737,934			11,097,753			6,538,765			3,793,181			2,730,989			4,092,176
Ending shares outstanding		—			16,222,366			—			11,737,934			—			6,538,765			—			2,730,989
Class P
Shares sold		843,420						986,658						288,310						468,420
Dividends and distributions reinvested		—						—						—						—
Shares repurchased		(3,185,738	)					(147,972	)					(733,150	)					(8,271	)
Converted from Class A shares		17,231,149						12,316,799						6,101,628						2,523,721
Net increase		14,888,831						13,155,485						5,656,788						2,983,870
Beginning shares outstanding		—						—						—						—
Ending shares outstanding		14,888,831						13,155,485						5,656,788						2,983,870
	PL Small-Cap						PL Real Estate						PL Emerging						PL International
	Value Fund (1)						Fund (1)						Markets Fund (1)						Large-Cap Fund (1)
	Period ended			Year ended			Period ended			Year ended			Period ended			Year ended			Period ended			Year ended
	9/30/2010			3/31/2010			9/30/2010			3/31/2010			9/30/2010			3/31/2010			9/30/2010			3/31/2010
Class A
Shares sold		157,009			681,735			18,349			865,460			64,136			543,076			899,940			1,665,396
Dividends and distributions reinvested		8,614			63,819			7,759			63,259			—			20,636			76,898			86,240
Shares repurchased		(160,735	)		(1,213,361	)		(423,437	)		(1,515,147	)		(7,619	)		(1,365,816	)		(104,013	)		(1,045,692	)
Converted to P shares		(4,458,487	)		—			(3,535,609	)		—			(3,969,965	)		—			(8,682,775	)		—
Net increase (decrease)		(4,453,599	)		(467,807	)		(3,932,938	)		(586,428	)		(3,913,448	)		(802,104	)		(7,809,950	)		705,944
Beginning shares outstanding		4,453,599			4,921,406			3,932,938			4,519,366			3,913,448			4,715,552			7,809,950			7,104,006
Ending shares outstanding		—			4,453,599			—			3,932,938			—			3,913,448			—			7,809,950
Class P
Shares sold		2,704,705						299,330						224,238						529,578
Dividends and distributions reinvested		—						—						—						—
Shares repurchased		(39,533	)					(260,966	)					(381,569	)					(595,217	)
Converted from Class A shares		4,458,487						3,535,609						3,969,965						8,682,775
Net increase		7,123,659						3,573,973						3,812,634						8,617,136
Beginning shares outstanding		—						—						—						—
Ending shares outstanding		7,123,659						3,573,973						3,812,634						8,617,136

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

D-20

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

	PL International
	Value Fund (1)
	Period ended			Year ended
	9/30/2010			3/31/2010
Class A
Shares sold		1,269,450			2,094,735
Dividends and distributions reinvested		61,755			153,540
Shares repurchased		(170,122	)		(5,667,580	)
Converted to P shares		(10,552,384	)		—
Net decrease		(9,391,301	)		(3,419,305	)
Beginning shares outstanding		9,391,301			12,810,606
Ending shares outstanding		—			9,391,301
Class P
Shares sold		553,649
Dividends and distributions reinvested		—
Shares repurchased		(1,815,420	)
Converted from Class A shares		10,552,384
Net increase		9,290,613
Beginning shares outstanding		—
Ending shares outstanding		9,290,613

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

14. INDEMNIFICATIONS

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

D-21

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, 2010 to September 30, 2010.

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 adviser expense reimbursement, administrator fee reductions, advisory fee, and distribution and/or service fee waivers. The “Ending Account Value at 09/30/10” 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 04/01/10-09/30/10” 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, 2010 to September 30, 2010.

     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 04/01/10-09/30/10.”

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 adviser expense reimbursement, administrator fee reductions, and distributor fee waivers. It assumes that the fund had an annual 5% rate of return before expenses, but that the expense ratio is unchanged. The hypothetical account values and expenses may not be used to estimate the actual ending account values or expenses you paid for the period.

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

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

								Expenses
	Beginning		Ending					Paid During
	Account		Account		Annualized			the Period (1)
	Value at		Value at		Expense			04/01/10 -
	04/01/10		09/30/10		Ratio			09/30/10
PL Floating Rate Loan Fund (2)
Actual Fund Return
	$	1,000.00	$	1,008.00		1.03	%	$	5.18
Hypothetical
	$	1,000.00	$	1,019.90		1.03	%	$	5.22
PL Inflation Managed Fund (2)
Actual Fund Return
	$	1,000.00	$	1,076.20		0.74	%	$	3.85
Hypothetical
	$	1,000.00	$	1,021.36		0.74	%	$	3.75
PL Managed Bond Fund (2)
Actual Fund Return
	$	1,000.00	$	1,064.00		0.74	%	$	3.83
Hypothetical
	$	1,000.00	$	1,021.36		0.74	%	$	3.75
PL Short Duration Bond Fund (2)
Actual Fund Return
	$	1,000.00	$	1,013.70		0.74	%	$	3.74
Hypothetical
	$	1,000.00	$	1,021.36		0.74	%	$	3.75
PL Comstock Fund (2)
Actual Fund Return
	$	1,000.00	$	975.70		1.10	%	$	5.45
Hypothetical
	$	1,000.00	$	1,019.55		1.10	%	$	5.57
PL Growth LT Fund (2)
Actual Fund Return
	$	1,000.00	$	988.40		0.90	%	$	4.49
Hypothetical
	$	1,000.00	$	1,020.56		0.90	%	$	4.56
PL Large-Cap Growth Fund (2)
Actual Fund Return
	$	1,000.00	$	1,011.70		1.05	%	$	5.30
Hypothetical
	$	1,000.00	$	1,019.80		1.05	%	$	5.32
PL Large-Cap Value Fund (2)
Actual Fund Return
	$	1,000.00	$	966.50		0.99	%	$	4.88
Hypothetical
	$	1,000.00	$	1,020.10		0.99	%	$	5.01

See explanation of references on page E-2

E-1

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

								Expenses
	Beginning		Ending					Paid During
	Account		Account		Annualized			the Period (1)
	Value at		Value at		Expense			04/01/10 -
	04/01/10		09/30/10		Ratio			09/30/10
PL Main Street Core Fund (2)
Actual Fund Return
	$	1,000.00	$	995.10		0.81	%	$	4.05
Hypothetical
	$	1,000.00	$	1,021.01		0.81	%	$	4.10
PL Mid-Cap Equity Fund (2)
Actual Fund Return
	$	1,000.00	$	1,027.10		0.99	%	$	5.03
Hypothetical
	$	1,000.00	$	1,020.10		0.99	%	$	5.01
PL Mid-Cap Growth Fund (2)
Actual Fund Return
	$	1,000.00	$	1,117.40		1.06	%	$	5.63
Hypothetical
	$	1,000.00	$	1,019.75		1.06	%	$	5.37
PL Small-Cap Growth Fund (2)
Actual Fund Return
	$	1,000.00	$	1,019.10		0.95	%	$	4.81
Hypothetical
	$	1,000.00	$	1,020.31		0.95	%	$	4.81
PL Small-Cap Value Fund (2)
Actual Fund Return
	$	1,000.00	$	1,033.50		1.06	%	$	5.40
Hypothetical
	$	1,000.00	$	1,019.75		1.06	%	$	5.37
PL Real Estate Fund (2)
Actual Fund Return
	$	1,000.00	$	1,092.20		1.25	%	$	6.56
Hypothetical
	$	1,000.00	$	1,018.80		1.25	%	$	6.33
PL Emerging Markets Fund (2)
Actual Fund Return
	$	1,000.00	$	1,132.10		1.15	%	$	6.15
Hypothetical
	$	1,000.00	$	1,019.30		1.15	%	$	5.82
PL International Large-Cap Fund (2)
Actual Fund Return
	$	1,000.00	$	1,015.50		1.19	%	$	6.01
Hypothetical
	$	1,000.00	$	1,019.10		1.19	%	$	6.02
PL International Value Fund (2)
Actual Fund Return
	$	1,000.00	$	974.10		1.00	%	$	4.95
Hypothetical
	$	1,000.00	$	1,020.05		1.00	%	$	5.06

(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 then divided by 365 days.
(2)	The Underlying Funds currently offer Class P shares only. Effective July 2, 2010, all Class A shares of the Underlying Funds were converted to Class P shares. Performance information prior to the conversion pertains to Class A shares and reflects the fees and expenses associated with that share class.

E-2

PACIFIC LIFE FUNDS

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

AND FUND MANAGEMENT AGREEMENTS

(Unaudited)

     The Board of Trustees (the “Trustees” or “Board”) of Pacific Life Funds (the “Trust”) oversees the management of each of the separate funds of the Trust (each a “Fund” and collectively, the “Funds”), and as required by Section 15(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), initially approves, and determines annually whether to renew the investment advisory agreement (the “Advisory Agreement”) with Pacific Life Fund Advisors LLC (“PLFA”) and each Fund management agreement (the “Fund Management Agreements,” together with the Advisory Agreement, the “Agreements”) with the various sub-advisers (“Fund Managers”). PLFA serves as the investment adviser for all of the Funds and manages the PL Money Market Fund directly under the name “Pacific Asset Management.” Hereinafter, all references to PLFA with respect to the PL Money Market Fund shall include Pacific Asset Management. For all other Funds, PLFA has retained other firms to serve as Fund Managers under PLFA’s supervision. The Board, including all of the Trustees who are not “interested persons,” as that term is defined in the 1940 Act (“Independent Trustees”), last renewed the Agreements at an in-person meeting of the Trustees held on December 15, 2009.* The description below does not relate to the approvals at that meeting, but to an approval that occurred since that meeting during the fiscal period April 1, 2010 through September 30, 2010.

     At an in-person meeting on September 14-15, 2010, the Board, including all of the Independent Trustees, approved a new Fund Management Agreement effective approximately January 1, 2011 with respect to the PL International Value Fund (“J.P. Morgan Fund Management Agreement”).

     In evaluating the J.P. Morgan Fund Management Agreement, the Board, including all of the Independent Trustees, considered the factors described below. The Board also considered, as applicable, the various screening processes that PLFA utilizes in proposing new fund managers, including screening for qualified firms through the use of quantitative data and information gathered from independent third-party databases, as well as due diligence conducted by PLFA on the investment resources and personnel of a fund manager and an assessment of the investment strategies used by a fund manager. In addition, the Board reviewed the specific criteria and information evaluated by PLFA during the selection process of the new Fund Manager, J.P. Morgan, including, as applicable, information about other firms considered by PLFA and reviewed PLFA’s analysis in reaching its conclusion to recommend the new Fund Manager, which was ultimately approved by the Board.

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

Approval of J.P. Morgan Fund Management Agreement

     Under 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 by the Securities and Exchange Commission (“SEC”) on October 13, 1999 and relied upon by the Trust and PLFA, 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.

     At an in-person meeting on September 14-15, 2010, the Board, including all of the Independent Trustees, approved, effective January 1, 2011, the J.P. Morgan Fund Management Agreement for the PL International Value Fund, and J.P. Morgan Investment Management, Inc. (“J.P. Morgan”) was appointed as the new Fund Manager. In connection with this matter, also at the September 15, 2010 meeting, the Board terminated the fund management agreement for the Fund with the current fund manager upon the effectiveness of the J.P. Morgan Fund Management Agreement. The appointment of J.P. Morgan as Fund Manager was made in accordance with the SEC exemptive order noted above and did not require shareholder approval.

     In evaluating the J.P. Morgan Fund Management Agreement, the Board, including the Independent Trustees, considered the following factors, among others:

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

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

* At the meeting, the Board did not consider the continuance of the Agreements relating to the PL Large-Cap Growth Fund, as that Agreement was not up for renewal at this time.

E-3

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

(Unaudited)

     The Trustees considered that under the J.P. Morgan Fund Management Agreement, J.P. Morgan 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 International Value Fund over both the short- and long-term, the organizational depth and resources of J.P. Morgan, including the background and experience of J.P. Morgan’s management and the expertise of the portfolio management team, as well as the investment strategies, processes and philosophy to be used for the investment strategy.

     In addition, the Trustees considered that the Trust’s CCO had reviewed the written compliance policies and procedures of J.P. Morgan, including the assessment of its compliance programs as required under Rule 38a-1 of the 1940 Act and its code of ethics, prior to the effectiveness of the new J.P. Morgan Fund Management Agreement.

     In making these assessments, the Trustees took note of the extensive due diligence PLFA conducted on J.P. Morgan and were aided by the assessments and recommendations of PLFA and the in-person presentation and materials provided by J.P. Morgan. The Trustees considered PLFA’s efforts and process to search for and screen advisory firms that are qualified to manage an international value portfolio and the identification by PLFA of J.P. Morgan to serve as Fund Manager with regard to the day-to-day investment activities of the PL International Value Fund. In this regard, the Trustees considered that the search criteria employed by PLFA included identification of a firm with sufficient size, market presence and resources to properly manage the Fund, the ability to manage a large pool of assets, competitive peer ranking, manager tenure and competitive sub-advisory fees.

     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.

     The Board concluded it was satisfied with the nature, extent and quality of the investment management services anticipated to be provided to the PL International Value Fund by J.P. Morgan under the J.P. Morgan Fund Management Agreement.

2. Performance

     The Trustees considered information about the historical performance of a mutual fund investment company (the “Comparable Fund”) and a composite of investment funds and accounts (including the Comparable Fund) advised by the same J.P. Morgan portfolio management team that would manage the PL International Value Fund (together with the Comparable Fund, the “Comparable Performance”). The Trustees considered the Comparable Performance against a pertinent benchmark for the one-, three- and six-month periods as of June 30, 2010 as well as the one-, three- and five-year and since inception periods as of June 30, 2010. For the Comparable Fund performance, the Trustees considered the year-to-date, one-, three- and five-year periods as of June 30, 2010, against its Morningstar peer group and considered the annual performance returns against its Morningstar peer group for the previous seven calendar years. The Trustees also considered the need for J.P. Morgan to adhere to the Fund’s general investment mandate in order to function appropriately as an investment option for the PL Portfolio Optimization Funds.

     The Board determined that J.P. Morgan’s performance record was acceptable.

3. Advisory and Fund Management Fees

     The Trustees considered information regarding the comparative advisory fees charged under investment advisory fee contracts with regard to a mutual fund and other investment accounts (“Accounts”) with substantially similar investment strategies. The Trustees noted that the fees to be paid to J.P. Morgan for the management of the PL International Value Fund were different from the fees charged to other Accounts or that there were differences in the levels of services provided by J.P. Morgan to the other Accounts and that these differences were due to the nature of the Accounts or an affiliation between J.P. Morgan and the Accounts. These differences often explained the differences in fee schedules. The Trustees noted that the fee rates were the result of arms’-length negotiations between PLFA and J.P. Morgan, and that the PL International Value Fund’s sub-advisory management fees are paid by PLFA and are not paid directly by the Fund. The Trustees also considered that the proposed sub-advisory management fee rate payable to J.P. Morgan under the J.P. Morgan Fund Management Agreement contains breakpoints and is the same as the sub-advisory fee rate paid to the current fund manager. The Trustees considered that the advisory fee schedule would remain unchanged from the current fee schedule for the Fund. 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 shareholders were not expected to increase as a result of this fund manager change. The Board concluded that the compensation payable under the J.P. Morgan Fund Management Agreement is fair and reasonable.

E-4

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

(Unaudited)

4. Costs, Level of Profits and Economies of Scale

     The Trustees reviewed information regarding the estimated costs to J.P. Morgan of managing the PL International Value Fund and the projected profitability of the J.P. Morgan Fund Management Agreement to J.P. Morgan to the extent practicable based on the financial information provided by J.P. Morgan. This information is only estimated because there is no actual operating history for J.P. Morgan as the Fund Manager of the PL International Value Fund. The Trustees gave less weight to projected profitability considerations and did not view this information to be as important as other information provided in connection with this matter, given the arms’-length nature of the relationship between PLFA and J.P. Morgan with respect to the negotiation of sub-advisory fees, the fact that such fees are paid by PLFA and the fact that they are projections. The Board concluded that the PL International Value Fund’s fee structure reflected in the J.P. Morgan Fund Management Agreement with respect to the PL International Value Fund is fair and reasonable.

5. Ancillary Benefits

     The Trustees received information from PLFA concerning other benefits that may be received by J.P. Morgan and its affiliates as a result of their relationship with the PL International Value 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 J.P. Morgan represented that it does not anticipate utilizing an affiliated broker-dealer for trades but that it may use soft dollar credits generated by Fund commissions to pay for research services, provided that the commission paid is reasonable in relation to the value of the brokerage and research services provided. The Trustees considered potential benefits to be derived by J.P. Morgan from its relationship with the PL International Value 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 its review, including the consideration of each of the factors referred to above, the Board found that: (i) the compensation payable under the J.P. Morgan Fund Management Agreement is fair and reasonable; and (ii) the J.P. Morgan Fund Management Agreement is in the best interests of the PL International Value Fund and its shareholders. No single fact was determinative of the Board’s findings, but rather the Trustees based their determination on the total mix of information available to them.

E-5

PACIFIC LIFE FUNDS

WHERE TO GO FOR MORE INFORMATION

(Unaudited)

Availability of Quarterly Holdings

     The Trust files Form N-Q (complete schedules of fund holdings) with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year not later than 60 days after the close of the applicable quarter end. The Trust’s Form N-Q, (when required) is filed pursuant to applicable regulation and is available after filing (i) on the SEC’s Web site at http://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 http://www.PacificLife.com. The SEC may charge you a fee for this information.

Availability of Proxy Voting Record

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

Information Relating to Investments Held by the 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 complete schedule of investments are available:

• On the Trust’s Website at http://www.PacificLife.com

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

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

E-6

Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

Item 5. Audit Committee of Listed registrants.

Not applicable.

Item 6. Investments.

(a)	Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.
(b)	Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

Item 11. Controls and Procedures.

(a)

The Chief Executive Officer, President 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/ Mark W. HolmlundMark W. Holmlund
	President
Date:	December 7, 2010

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 BrownMary Ann Brown
	Chief Executive Officer
Date:	December 7, 2010
By:	/s/ Mark W. Holmlund
	Mark W. Holmlund
	President
Date:	December 7, 2010
By:	/s/ Brian D. Klemens
	Brian D. Klemens
	Treasurer (Principal Financial and
	Accounting Officer)
Date:	December 7, 2010