Front Cover

TABLE OF CONTENTS

PACIFIC FUNDS
Letter to Shareholders		A-1
Performance Discussion		A-2
Schedules of Investments and Notes		B-1
Financial Statements:
	Statements of Assets and Liabilities	C-1
	Statements of Operations	C-7
	Statements of Changes in Net Assets	C-10
Financial Highlights		D-1
Notes to Financial Statements		E-1
Report of Independent Registered Public Accounting Firm		F-1
Additional Information		G-1
Trustees and Officers Information		H-1

PACIFIC FUNDS

To Our Pacific Funds Shareholders:

We’ve prepared the enclosed investment results for each of the funds for the past 12 months. Each of the fund managers has prepared a discussion regarding the performance of the funds they manage, including commentary discussing positive and negative factors affecting performance.

The opinions contained in this report are those of the fund managers as of March 31, 2004, and are subject to change at any time. Market and economic conditions and portfolio holdings and investment sectors are subject to change daily. All information provided is for informational purposes only and should not be construed as a recommendation to buy or sell any particular security or fund.

Thank you for investing in Pacific Funds. We appreciate your confidence and look forward to serving your financial needs in the years to come.


Thomas C. Sutton	Glenn S. Schafer
Chairman of the Board	President

A-1

PACIFIC FUNDS PERFORMANCE DISCUSSION

The Portfolio Optimization Funds
PF Portfolio Optimization Models A – E

The Portfolio Optimization Funds are five funds, PF Portfolio Optimization Models A – E, which commenced operations on December 31, 2003. The five PF Portfolio Optimization funds invest in various Pacific Funds to achieve specified target asset allocations to accomplish the risk/return profile for that particular PF Portfolio Optimization Model fund. Each PF Portfolio Optimization Model fund is designed to optimize returns for a given level of risk or minimize risk for a given level of return. The market conditions noted below affected each of the PF Portfolio Optimization Model funds.

Market Conditions

The U.S. gross domestic product (GDP) grew at a 4.1% rate during the fourth quarter of 2003 and a 3.1% rate for the entire year of 2003, showing that the economic environment is improving. Growth in corporate profitability is the most important factor arguing for sustained strong recovery. Highly stimulative monetary and fiscal policy continue to provide support for an economic recovery. Going forward however, the easy stance of both monetary and fiscal policy may give rise to higher inflation.

During the first quarter of 2004 the equity markets started off strong, but the early gains evaporated during the month of March. Geopolitical conflicts and slower than expected employment growth added some uncertainty to the markets causing stocks to sell off, as both individual and institutional investors became more risk averse. Fixed-income portfolios benefited from low interest rates throughout the first quarter of 2004. Generally, fixed-income securities outperformed domestic equities, while international equities outperformed their domestic counterparts. Within domestic equities, value-oriented stocks outperformed growth-oriented stocks and small-capitalization stocks outperformed large-capitalization stocks.

Despite U.S. stock market performance during the first quarter of 2004 being relatively flat, we at Pacific Life Insurance Company (Pacific Life) believe long-term investors should maintain a diversified portfolio stance, which includes exposure to multiple asset classes, to diversify risk.

Performance

Since the performance of each PF Portfolio Optimization Model fund is a composite of the performance of each of the underlying funds in which it invests, which includes money market, a variety of bond, a variety of domestic equity, and possibly international funds, there is no one broad-based industry index to use as a comparison to a PF Portfolio Optimization Model fund’s performance. Therefore, we have provided information regarding two broad-based indices to use to compare to each fund’s performance.

In addition, to assist in performance comparisons, composite benchmark indices were constructed for each PF Portfolio Optimization Model fund, each comprised of the four broad-based indices shown below. The composite benchmark indices were constructed with allocations to each asset class that correspond to the target allocations for the Portfolio Optimization funds. The percentage allocation of the four broad-based indices in each model composite benchmark index is noted in the footnote to each performance graph. However, the actual allocation of any Portfolio Optimization fund will naturally vary from these targets as a result of market performance over time.

The performance of these four broad-based indices for the period December 31, 2003 to March 31, 2004 is shown in the table below:

Broad-Based Indices	3-Month Performance as of 3-31-04


Standard & Poor’s 500 Composite Stock Price Index (S&P 500 Index)** (U.S. Stocks)		1.69	%
Morgan Stanley Capital International Europe, Australasia, Far East Index (MSCI EAFE Index)** (International Stocks)		4.34	%
Lehman Brothers Government/Credit Index** (Fixed Income)		3.08	%
Merrill Lynch 30-day Treasury Bill Index** (Cash)		0.24	%

It should be noted that the benchmark indices for the underlying Pacific Funds may differ from the Portfolio Optimization broad-based indices.

The Portfolio Optimization Funds had investments in the following underlying funds, which helped performance.

Underlying Funds	Since Inception (12/31/03) Performance as of 3-31-04

PF Salomon Brothers Large-Cap Value Class A* (U.S. Stocks)		2.72	%
PF Van Kampen Mid-Cap Growth Class A* (U.S. Stocks)		5.40	%
PF Van Kampen Comstock Class A* (U.S. Stocks)		2.90	%
PF PIMCO Inflation Managed Class A* (Fixed Income)		5.00	%

*		The total return for each fund includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance.

**		This index is unmanaged and does not reflect any fees or expenses. Results include reinvested dividends.

A-2

PACIFIC FUNDS PERFORMANCE DISCUSSION (Continued)

The Portfolio Optimization funds had investments in the following underlying funds, which hurt performance.

Underlying Funds	Since Inception (12/31/03) Performance as of 3-31-04

PF Goldman Sachs Short Duration Bond Class A* (Fixed Income)		0.90	%
PF AIM Blue Chip Class A* (U.S. Stocks)		0.69	%
PF Lazard International Value Class A* (International Stocks)		0.76	%

PF Portfolio Optimization Model A Fund

Q. How did the fund perform for the period ended March 31, 2004?

A. For the period ended March 31, 2004, the PF Portfolio Optimization Model A returned 1.50%* for Class A, compared to a 1.69%** return for the S&P 500 Index, a 3.08%** return for the Lehman Brothers Government/Credit Index, and a 2.40%**** return for the Model A Composite Benchmark Index.

Performance Comparison

The following graph shows the value as of March 31, 2004 of a $10,000 investment made in Class A shares since the fund began operations. For comparison purposes, the performance of the fund’s benchmarks is also shown. Performance data for Class B and C shares will vary due to differences in fees and sales charges.

Total Returns (Non-Annualized) for the Period Ended March 31, 2004

*PF Portfolio Optimization Model A*		*Class A*			*Class B*			*Class C*

Since Inception:
	Without sales charge*		1.50	%		1.40	%		1.30	%
	With maximum sales charge***		-4.06	%		-3.60	%		-0.69	%
	PF Lehman Brothers Government/Credit Index**		3.08	%
	S&P 500 Index**		1.69	%
	Model A Composite Benchmark Index****		2.40	%

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

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

A. PF Portfolio Optimization Model A invests primarily in four fixed income funds, including a money market fund, with small allocations to domestic and international equity funds. Since its inception on December 31, 2003, the fund’s assets have grown to over $6 million.

The fund’s allocations to the money market and fixed income funds, which represent a combined 80% of the overall fund, held back fund performance versus the fund’s composite benchmark index. Generally, longer maturity issues outperformed shorter maturities during the first quarter of 2004. The fund’s significant allocation to the PF Goldman Sachs Short Duration Bond Fund underperformed the Lehman Brothers Government/Credit Index while investments in the PF PIMCO Inflation Managed Fund helped performance versus the fund’s composite benchmark index.

Overall, the fund’s limited domestic equity allocations contributed positively to fund performance versus the fund’s composite benchmark index, while the fund’s international equity allocations, although positive, underperformed when compared to the MSCI EAFE Index.

PF Portfolio Optimization Model B Fund

Q. How did the fund perform for the period ended March 31, 2004?

A. For the period ended March 31, 2004, the PF Portfolio Optimization Model B returned 1.40%* for Class A, compared to a 1.69%** return for the S&P 500 Index, a 3.08%** return for the Lehman Brothers Government/Credit Index, and a 2.43%***** return for the Model B Composite Benchmark Index.

*		The total return for each fund includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance.

**		This index is unmanaged and does not reflect any fees or expenses. Results include reinvested dividends.

***		Performance figures for each class reflect the deduction of any applicable maximum front-end sales charge at the time of investment, and reflect any applicable contingent deferred sales charge that would be deducted upon redemption at the end of the period presented.

****		The index is comprised of 19% Merrill Lynch 30-day Treasury Bill Index, 61% Lehman Brothers Government/Credit Index, 15% S&P 500 Index, and 5% MSCI EAFE Index.

*****		The index is comprised of 12% Merrill Lynch 30-day Treasury Bill Index, 46% Lehman Brothers Government/Credit Index, 32% S&P 500 Index, and 10% MSCI EAFE Index.

A-3

PACIFIC FUNDS PERFORMANCE DISCUSSION (Continued)

Performance Comparison

Total Returns (Non-Annualized) for the Period Ended March 31, 2004

*PF Portfolio Optimization Model B*		*Class A*			*Class B*			*Class C*

Since Inception:
	Without sales charge*		1.40	%		1.30	%		1.30	%
	With maximum sales charge***		-4.16	%		-3.70	%		-0.69	%
	PF Lehman Brothers Government/Credit Index**		3.08	%
	S&P 500 Index**		1.69	%
	Model B Composite Benchmark Index****		2.43	%

A. PF Portfolio Optimization Model B invests the majority of its assets in four fixed income funds, including a money market fund, with the remaining allocations invested in domestic and international equity funds. Since its inception on December 31, 2003, the fund’s assets have grown to over $13 million.

The fund’s allocations to the money market, fixed income and international funds, which represent a combined target allocation of 68% of the overall fund, held back fund performance versus the composite benchmark index. Generally, longer maturity issues outperformed shorter maturities during the first quarter of 2004. The fund’s investments in the PF Goldman Sachs Short Duration Bond Fund underperformed the Lehman Brothers Government/Credit Index, while investments in the PF PIMCO Inflation Managed Fund helped performance versus the fund’s composite benchmark index.

Overall, the fund’s domestic equity allocations contributed positively to fund performance versus the composite benchmark index, while the fund’s international equity allocations, although positive, lagged when compared to the MSCI EAFE Index.

PF Portfolio Optimization Model C Fund

Q. How did the fund perform for the period ended March 31, 2004?

A. For the period ended March 31, 2004, the PF Portfolio Optimization Model C returned 1.40%* for Class A, compared to a 1.69%** return for the S&P 500 Index, a 3.08%** return for the Lehman Brothers Government/Credit Index, and a 2.52%***** return for the Model C Composite Benchmark Index.

Performance Comparison

*		The total return for each fund includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance.

**		This index is unmanaged and does not reflect any fees or expenses. Results include reinvested dividends.

***		Performance figures for each class reflect the deduction of any applicable maximum front-end sales charge at the time of investment, and reflect any applicable contingent deferred sales charge that would be deducted upon redemption at the end of the period presented.

****		The index is comprised of 12% Merrill Lynch 30-day Treasury Bill Index, 46% Lehman Brothers Government/Credit Index, 32% S&P 500 Index, and 10% MSCI EAFE Index.

*****		The index is comprised of 4% Merrill Lynch 30-day Treasury Bill Index, 36% Lehman Brothers Government/Credit Index, 46% S&P 500 Index, and 14% MSCI EAFE Index.

A-4

PACIFIC FUNDS PERFORMANCE DISCUSSION (Continued)

Total Returns (Non-Annualized) for the Period Ended March 31, 2004

*PF Portfolio Optimization Model C*		*Class A*			*Class B*			*Class C*

Since Inception:
	Without sales charge*		1.40	%		1.30	%		1.20	%
	With maximum sales charge***		-4.16	%		-3.70	%		-0.79	%
	PF Lehman Brothers Government/Credit Index**		3.08	%
	S&P 500 Index**		1.69	%
	Model C Composite Benchmark Index****		2.52	%

A. PF Portfolio Optimization Model C invests in eight domestic and international equity funds, with smaller allocations to fixed income and money market funds. Since its launch on December 31, 2003, the fund’s assets have grown to over $35 million.

The fund’s domestic equity allocations, representing 46% of the fund’s target allocations, contributed positively to fund performance versus the composite benchmark index. Generally, smaller-capitalization stocks and value-oriented stocks drove performance during the first quarter of 2004. The fund’s investments in the PF Van Kampen Mid-Cap Growth Fund and the PF Salomon Brothers Large-Cap Value Fund outperformed relative to the S&P 500 Index.

The fund’s allocations to the money market fund and fixed income funds, which represent a combined target allocation of 40% of the overall fund, held back fund performance versus the composite benchmark index. In particular, the fund’s investments in the PF Goldman Sachs Short Duration Bond Fund underperformed the Lehman Brothers Government/Credit Index, while investments in the PF PIMCO Inflation Managed Fund helped performance versus the fund’s composite benchmark index. The fund’s international equity allocations underperformed relative to the MSCI EAFE Index.

PF Portfolio Optimization Model D Fund

Q. How did the fund perform for the period ended March 31, 2004?

A. For the period ended March 31, 2004, the PF Portfolio Optimization Model D returned 1.10%* for Class A, compared to a 1.69%** return for the S&P 500 Index, a 3.08%** return for the Lehman Brothers Government/Credit Index, and a 2.49%***** return for the Model D Composite Benchmark Index.

Performance Comparison

Total Returns (Non-Annualized) for the Period Ended March 31, 2004

*PF Portfolio Optimization Model D*		*Class A*			*Class B*			*Class C*

Since Inception:
	Without sales charge*		1.10	%		1.00	%		0.90	%
	With maximum sales charge***		-4.44	%		-4.00	%		-1.09	%
	PF Lehman Brothers Government/Credit Index**		3.08	%
	S&P 500 Index**		1.69	%
	Model D Composite Benchmark Index*****		2.49	%

A. PF Portfolio Optimization Model D invests primarily in nine domestic and international equity funds, with small allocations to three fixed income funds. Since its launch on December 31, 2003, the fund’s assets have grown to over $33 million.

*		The total return for each fund includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance.

**		This index is unmanaged and does not reflect any fees or expenses. Results include reinvested dividends.

***		Performance figures for each class reflect the deduction of any applicable maximum front-end sales charge at the time of investment, and reflect any applicable contingent deferred sales charge that would be deducted upon redemption at the end of the period presented.

****		The index is comprised of 4% Merrill Lynch 30-day Treasury Bill Index, 36% Lehman Brothers Government/Credit Index, 46% S&P 500 Index, and 14% MSCI EAFE Index.

*****		The index is comprised of 2% Merrill Lynch 30-day Treasury Bill Index, 20% Lehman Brothers Government/Credit Index, 58% S&P 500 Index, and 20% MSCI EAFE Index.

A-5

PACIFIC FUNDS PERFORMANCE DISCUSSION (Continued)

The fund’s domestic equity allocations, representing 58% of the fund’s target allocations, contributed positively to fund performance versus the fund’s composite benchmark index. Generally, smaller-capitalization stocks and value-oriented stocks drove performance during the first quarter of 2004. The fund’s investments in the PF Van Kampen Mid-Cap Growth Fund and the PF Salomon Brothers Large-Cap Value Fund outperformed relative to the S&P 500 Index.

The fund’s international equity allocations, representing 20% of the fund’s target allocation held back fund performance versus the fund’s composite benchmark index. The fund’s investment in the PF Lazard International Value Fund trailed the MSCI EAFE Index.

The fund’s target allocations to fixed income funds, representing 22% of the fund’s target allocations, underperformed relative to the Lehman Brothers Government/Credit Index.

PF Portfolio Optimization Model E Fund

Q. How did the fund perform for the period ended March 31, 2004?

A. For the period ended March 31, 2004, the PF Portfolio Optimization Model E returned 0.80%* for Class A, compared to a 1.69%** return for the S&P 500 Index, a 3.08%** return for the Lehman Brothers Government/Credit Index, and a 2.37%**** return for the Model E Composite Benchmark Index.

Performance Comparison

Total Returns (Non-Annualized) for the Period Ended March 31, 2004

*PF Portfolio Optimization Model E*		*Class A*			*Class B*			*Class C*

Since Inception:
	Without sales charge*		0.80	%		0.70	%		0.70	%
	With maximum sales charge***		-4.73	%		-4.30	%		-1.29	%
	PF Lehman Brothers Government/Credit Index**		3.08	%
	S&P 500 Index**		1.69	%
	Model E Composite Benchmark Index****		2.37	%

A. PF Portfolio Optimization Model E invests primarily in nine domestic and international equity funds. Since its launch on December 31, 2003, the fund’s assets have grown to over $18 million.

The fund’s domestic equity allocations, representing 69% of the fund’s target allocations, contributed positively to fund performance versus the composite benchmark index. Generally, smaller-capitalization stocks and value-oriented stocks drove performance during the first quarter of 2004. The fund’s investments in the PF Van Kampen Mid-Cap Growth Fund and the PF Salomon Brothers Large-Cap Value Fund outperformed relative to the S&P 500 Index.

The fund’s international equity allocations, representing 23% of the fund’s target allocation, held back fund performance versus the fund’s composite benchmark index. The fund’s investments in the PF Lazard International Value Fund trailed the MSCI EAFE Index.

PF AIM Blue Chip Fund

Q. How did the fund perform over the year ended March 31, 2004?

A. For the year ended March 31, 2004, the fund’s Class A returned 26.58%* compared to a 35.10%** return for its benchmark, the S&P 500 Index. Complete performance information for all classes is included in the following table.

*		The total return for each fund includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance.

**		This index is unmanaged and does not reflect any fees or expenses. Results include reinvested dividends.

***		Performance figures for each class reflect the deduction of any applicable maximum front-end sales charge at the time of investment, and reflect any applicable contingent deferred sales charge that would be deducted upon redemption at the end of the period presented.

****		The index is comprised of 2% Merrill Lynch 30-day Treasury Bill Index, 6% Lehman Brothers Government/Credit Index, 69% S&P 500 Index, and 23% MSCI EAFE Index.

A-6

PACIFIC FUNDS PERFORMANCE DISCUSSION (Continued)

Performance Comparison

The following graph shows the value as of March 31, 2004 of a $10,000 investment made in Class A shares since the fund began operations. For comparison purposes, the performance of the fund’s benchmark (the S&P 500 Index) is also shown. Performance data for Class B and C shares will vary due to differences in fees and sales charges.

Average Annual Total Returns for the Periods Ended March 31, 2004

*PF AIM Blue Chip Fund*		*Class A*			*Class B*			*Class C*

1 Year Total Return:
	Without sales charge*		26.58	%		26.19	%		26.07	%
	With maximum sales charge***		19.60	%		21.19	%		23.82	%
	S&P 500 Index**		35.10	%
Since Inception:
	Without sales charge*		0.94	%		0.42	%		0.40	%
	With maximum sales charge***		-1.32	%		-1.19	%		0.00	%
	S&P 500 Index**		4.95	%

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

A. During the one-year period ending on March 31, 2004, following a quick end to the major conflict in Iraq, the financial markets rallied, while the U.S. economy and corporate earnings environment improved considerably. All of the major market indices posted significant gains for the first time in over three years. The NASDAQ Composite Stock Index (NASDAQ) led the way, returning 48.69%**, followed by the S&P 500 Index at 35.10%**, and the Dow Jones Industrial Average (DJIA), which increased by 32.50%**. All of the sectors within the Russell 3000 Index were in positive territory, with information technology, materials, consumer discretionary, and financials as the best performers. Small-capitalization stocks significantly outperformed large-capitalization stocks, and the value style of investing outperformed the growth style during this period.

GDP growth strengthened throughout 2003 with growth of 3.3% in the second quarter, a very robust 8.2% in the third quarter, and a healthy 4.1% in the fourth quarter. GDP growth in the first quarter of 2004 is also expected to be strong, somewhere between 4% and 5%.

The tax cut package enacted by Congress in May of 2003 is at least partially responsible for higher economic growth as it provided added stimulus to jump-start the economy. The package, which took full effect in the second half of 2003 included immediate wage rate cuts, larger child tax credits, and reduced dividend tax rates. Consumers did their part to sustain economic growth by spending their tax credits, and purchasing homes and automobiles in record numbers, due to record low interest rates.

Employment growth was sluggish at the beginning of the period, as companies were reluctant to hire until the economy showed further signs of stabilization. The unemployment rate reached 6.3% in the summer of 2003, and stabilized slightly by the end of the period at 5.7% in March of 2004. The Institute for Supply Management’s Index, a measure of manufacturing activity, was subdued in the second quarter of 2003, dipping below 50, which is consistent with slower economic growth, but it later began to surge and has now remained above 60 for five consecutive months as of March 31, 2004.

In order to further promote economic growth, the Federal Reserve Board (Fed) continued in an accommodative mode, setting the Fed Funds rate at 1.00%, in the June Federal Open Market Committee (FOMC) meeting, the lowest rate in 45 years.

The economic recovery brought improved earnings fundamentals and a positive outlook for many of the companies in this fund’s universe, and almost all holdings were rewarded with positive returns for the period. On average, the fund held an overweight position in the information technology sector, and held slight underweight positions in industrials, consumer staples, telecommunication services, materials, and utilities stocks relative to its benchmark index.

During the period, the fund underperformed its benchmark index largely due to a combination of stock selection and an underweight position in industrials stocks, as this sector performed very well during the period. Stock selections in the financials and consumer staples sectors also detracted from performance when compared to the S&P 500 Index. On the other hand, good stock picks in the health care sector made a positive contribution to the fund’s performance relative to the benchmark. Within this sector, health care equipment and supply companies benefited the fund the most, as this industry posted a significant gain during the year. Although stock selections in financials detracted from performance relative to the benchmark index, this sector made a significant contribution to the fund’s absolute return for the period, as did holdings in

*		The total return for each fund includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance.

**		This index is unmanaged and does not reflect any fees or expenses. Results include reinvested dividends.

***		Performance figures for each class reflect the deduction of any applicable maximum front-end sales charge at the time of investment, and reflect any applicable contingent deferred sales charge that would be deducted upon redemption at the end of the period presented.

A-7

PACIFIC FUNDS PERFORMANCE DISCUSSION (Continued)

information technology stocks, especially within the semiconductor and semiconductor equipment industry.

As the economy was turning towards a recovery during much of the period, investors focused on the most economically sensitive segment of the market. Therefore, more volatile, lower quality cyclical stocks were favored; and these companies are predominantly found in the mid- and small-capitalization segment of the market. While the fund was positioned for an economic recovery, and followed the improving earnings fundamentals in many sectors, the overall strategy continued to focus on large-capitalization, high-quality, long-term market leaders from all sectors of the market. Ultimately, this limited the fund’s ability to fully participate in the rally, which was characterized by more economically sensitive and speculative stocks in the lower market-capitalization range of the S&P 500 Index.

The top five contributors to the fund’s return for the period were Citigroup, Inc., Cisco Systems, Inc., Boston Scientific Corp., Intel Corp., and The Home Depot, Inc. The bottom five contributors were Johnson & Johnson, HCA, Inc., Forest Laboratories, Inc., Kohl’s Corp., and Lilly Eli & Co.

PF AIM Aggressive Growth Fund

Q. How did the fund perform over the year ended March 31, 2004?

A. For the year ended March 31, 2004, the fund’s Class A returned 34.23%* compared to a 59.47%** return for its benchmark, the Russell 2500 Growth Index. Complete performance information for all classes is included in the following table.

Performance Comparison

The following graph shows the value as of March 31, 2004 of a $10,000 investment made in Class A shares since the fund began operations. For comparison purposes, the performance of the fund’s benchmark (the Russell 2500 Growth Index) is also shown. Performance data for Class B and C shares will vary due to differences in fees and sales charges.

Average Annual Total Returns for the Periods Ended March 31, 2004

PF AIM Aggressive Growth Fund

Class A

Class B

Class C

1 Year Total Return:

Without sales charge*

34.23

33.61

33.57

With maximum sales charge***

26.84

28.61

31.19

Russell 2500 Growth Index**

59.47

Since Inception:

Without sales charge*

6.19

5.69

5.75

With maximum sales charge***

3.82

4.20

5.33

Russell 2500 Growth Index**

13.69

A. During the one-year period ending on March 31, 2004, following a quick end to the major conflict in Iraq, the financial markets rallied, while the U.S. economy and corporate earnings environment improved considerably. All of the major market indices posted significant gains for the first time in over three years. The NASDAQ led the way, returning 48.69%**, followed by the S&P 500 Index at 35.10%**, and the DJIA, which increased by 32.50%**. All of the sectors within the Russell 3000 Index were in positive territory, with information technology, materials, consumer discretionary, and financials as the best performers. Small capitalization stocks significantly outperformed large-capitalization stocks, and the value style of investing outperformed the growth style during this period.

The tax cut package enacted by Congress in May is at least partially responsible for higher economic growth as it provided added stimulus to jump-start the economy. The package, which took full effect in the second half of 2003 included immediate wage rate cuts, larger child tax credits, and reduced dividend tax rates. Consumers did their part to sustain economic growth by spending their tax credits, and purchasing homes and automobiles in record numbers, due to record low interest rates.

*		The total return for each fund includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance.

**		This index is unmanaged and does not reflect any fees or expenses. Results include reinvested dividends.

***		Performance figures for each class reflect the deduction of any applicable maximum front-end sales charge at the time of investment, and reflect any applicable contingent deferred sales charge that would be deducted upon redemption at the end of the period presented.

A-8

PACIFIC FUNDS PERFORMANCE DISCUSSION (Continued)

the end of the period at 5.7% in March. The Institute for Supply Management’s Index, a measure of manufacturing activity, was subdued in the second quarter of 2003, dipping below 50, which is consistent with slower economic growth, but it later began to surge and has now remained above 60 for five consecutive months.

In order to further promote economic growth, the Fed continued in an accommodative mode, setting the Fed Funds rate at 1.00%, a rate set in the June FOMC meeting, and the lowest rate in 45 years.

At the beginning of the period, before the war in Iraq ended, the fund was positioned somewhat defensively, with core holdings, as managers at AIM waited for the imminent economic recovery. A quick resolution to the war caused a sharp rally in the market in April and May. The fund underperformed during these months, as it did not have the risk and volatility that the market quickly gravitated toward. As the period progressed, managers became more offensive, and transitioned the fund from a cyclically defensive posture to a more aggressive posture. During the period, the fund’s holdings in information technology, consumer discretionary, and industrials were increased as earnings fundamentals within these sectors began to improve.

During the period, the fund underperformed its benchmark index. While the fund’s overall return was positive for this period, a lack of exposure to more volatile, lower quality stocks detracted significantly from performance when compared to the benchmark index. In terms of sectors, the fund’s underperformance was largely due to stock selection in information technology. Within this sector, stock selections and an underweight position versus the benchmark in semiconductors and semiconductor equipment stocks detracted the most from performance when compared to the benchmark. Stock picks in the health care sector also hurt relative performance, mainly due to a lack of exposure to biotechnology stocks, which performed very well during the period. Although health care and information technology stocks detracted from performance when compared to the Russell 2500 Growth Index, these sectors made significant contributions to the fund’s overall return. Companies in the consumer discretionary sector, especially specialty retail stocks, also contributed positively to fund performance on an absolute basis during the period.

The top five contributors for the period were UTStarcom, Inc., Robert Half International, Inc., Fastenal Co., Caremark Rx, Inc., and Fisher Scientific International, Inc. The bottom five contributors were SanDisk Corp., Foundry Networks, Inc., Cytyc Corp., Alliant Techsystems, Inc., and JDS Uniphase Corp.

PF Goldman Sachs Short Duration Bond Fund

Q. How did the fund perform for the period ended March 31, 2004?

A. The PF Goldman Sachs Short Duration Bond Fund commenced operations on December 31, 2003. For the period since inception through March 31, 2004, the Class A returned 0.90%* compared to a 1.00%** return for its benchmark, the Merrill Lynch 1-3 Year Treasury Index. Complete performance information for all classes is included in the following table.

Performance Comparison

The following graph shows the value as of March 31, 2004 of a $10,000 investment made in Class A shares since the fund began operations. For comparison purposes, the performance of the fund’s benchmark (the Merrill Lynch 1-3 Year Treasury Index) is also shown. Performance data for Class B and C shares will vary due to differences in fees and sales charges.

Total Returns (Non-Annualized) for the Period Ended March 31, 2004

PF Goldman Sachs Short Duration Bond Fund		*Class A*			*Class B*			*Class C*

Since Inception:
	Without sales charge*		0.90	%		0.80	%		0.80	%
	With maximum sales charge***		-4.63	%		-4.20	%		-1.19	%
	Merrill Lynch 1-3 Year Treasury Index**		1.00	%

*		The total return for each fund includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance.

**		This index is unmanaged and does not reflect any fees or expenses. Results include reinvested dividends.

***		Performance figures for each class reflect the deduction of any applicable maximum front-end sales charge at the time of investment, and reflect any applicable contingent deferred sales charge that would be deducted upon redemption at the end of the period presented.

A-9

PACIFIC FUNDS PERFORMANCE DISCUSSION (Continued)

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

A. U.S. data releases have indicated a slight moderation of economic conditions this year following a period of very strong growth in the latter half of 2003 (prior to the inception of this fund). Mixed economic data drove U.S. Treasury yields lower over the reporting period. Despite gains in manufacturing, personal consumption, and productivity, Treasury yields rallied during the first quarter in response to weaker-than-expected employment growth. In addition, equity market volatility and the reemergence of the geopolitical tensions after the Madrid bombing put downward pressure on yields. The Fed held the Fed Funds rate at 1.00% throughout the first quarter of 2004 and maintained its balanced risk assessment. At the end of 2003, the Fed’s stance with regards to monetary policy was accommodative, stating at its December meeting “with inflation quite low and resources slack, the Committee believes that policy accommodation can be maintained for a considerable period”. As indications of a strengthening economy persisted in 2004, the Fed withdrew the “considerable period” language from its policy statement in January, however, reiterated at a subsequent meeting its ability to remain “patient” with regards to raising rates due to low inflationary pressure and excess slack.

In managing the fund Goldman Sachs Asset Management, L.P. (Goldman Sachs) investment philosophy focuses on consistently adding value through a disciplined investment approach. We at Goldman Sachs seek to employ a diversified set of strategies, using a dual top-down and bottom-up approach to maximize total return, while limiting risk to principal. The fund maintains a high credit quality bias focusing on a combination of sector rotation, security selection, and yield curve positioning strategies to add value. The fund currently has exposure to the Treasury and agency sectors of the fixed income market. Within agencies, security selection strategies focus on agency debentures. Relative to the benchmark index, the fund is currently targeting a short duration position, due to our view on growth and inflation.

PF INVESCO Health Sciences Fund

Q. How did the fund perform over the year ended March 31, 2004?

A. For the year ended March 31, 2004, the fund’s Class A returned 28.43%* compared to a 35.10%** return for its benchmark, the S&P 500 Index. Complete performance information for all classes is included in the following table.

Performance Comparison

The following graph shows the value as of March 31, 2004 of a $10,000 investment made in Class A shares since the fund began operations. For comparison purposes, the performance of the fund’s benchmark (the S&P 500 Index) is also shown. Performance data for Class B and C shares will vary due to differences in fees and sales charges.

Average Annual Total Returns for the Periods Ended March 31, 2004

PF INVESCO Health Sciences Fund

Class A

Class B

Class C

1 Year Total Return:

Without sales charge*

28.43

27.81

27.78

With maximum sales charge***

21.44

22.81

25.54

S&P 500 Index**

35.10

Since Inception:

Without sales charge*

1.97

1.42

1.46

With maximum sales charge***

-0.31

-0.16

1.06

S&P 500 Index**

4.95

A. During the one-year period ending on March 31, 2004, following the end of major combat in Iraq, the financial markets rallied, while the U.S. economy and corporate earnings environment improved considerably. All of the major market indices posted significant gains for the first time in over three years. The NASDAQ led the way, returning 48.69%**, followed by the S&P 500 Index at 35.10%**, and the DJIA, which increased by 32.50%**. All of the sectors within the Russell 3000 Index were in positive territory, with information technology, materials, consumer discretionary, and financials as the best performers. Small-capitalization stocks significantly outperformed large-capitalization stocks, and the value style of investing outperformed the growth style during this period.

*		The total return for each fund includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance.

**		This index is unmanaged and does not reflect any fees or expenses. Results include reinvested dividends.

***		Performance figures for each class reflect the deduction of any applicable maximum front-end sales charge at the time of investment, and reflect any applicable contingent deferred sales charge that would be deducted upon redemption at the end of the period presented.

A-10

PACIFIC FUNDS PERFORMANCE DISCUSSION (Continued)

Employment growth was sluggish at the beginning of the period, as companies were reluctant to hire until the economy showed further signs of stabilization. The unemployment rate reached 6.3% in the summer of 2003, and stabilized slightly by the end of the period at 5.7% in March. The Institute for Supply Management’s Index, a measure of manufacturing activity, was subdued in the second quarter of 2003, dipping below 50, which is consistent with slower economic growth, but it later began to surge and has now remained above 60 for five consecutive months as of March 31, 2004.

In order to further promote economic growth, the Fed continued in an accommodative mode, setting the Fed Funds rate at 1.00%, in the June FOMC meeting, the lowest rate in 45 years.

For the one-year period ended March 31, 2004, the fund slightly underperformed its benchmark index. In managing the fund, we at INVESCO Funds Group, Inc. (INVESCO) concentrated the fund’s holdings in the pharmaceuticals industry, and also held large weightings relative to its benchmark in the managed health care and health care equipment industries.

The health care sector posted gains for the twelve-month period, although it was one of the lower performing industries in the market. While pharmaceutical stocks underperformed the broad market, the industry got a boost from the passage of the $400 billion Medicare bill in the fourth quarter of 2003. Pharmaceutical stocks positively contributed to the fund’s performance during the period; however, several holdings in the industry such as Johnson & Johnson and Merck & Co., Inc., posted disappointing losses. Health care equipment stocks also positively contributed to the fund’s performance as shares of Boston Scientific Corp. performed especially well.

Going into 2004, we believe that the market for health care stocks will focus on those companies capable of delivering stable and sustainable earnings and cash flow growth. In addition, it appears that many of these companies are trading at attractive valuations by historical standards.

We continue to take an optimistic view of the long-term outlook for the health care sector due to the demographics of an aging population, new product cycles, strong patent positions, and a relatively favorable political and regulatory environment, including the recently approved Medicare and prescription drug benefit plan. Given this backdrop, we continue to implement our strategies of identifying long-term competitive leaders in health care for the fund.

PF INVESCO Technology Fund

Q. How did the fund perform over the year ended March 31, 2004?

A. For the year ended March 31, 2004, the fund’s Class A returned 44.19%* compared to a 35.10%** return for its benchmark, the S&P 500 Index. Complete performance information for all classes is included in the following table.

Performance Comparison

The following graph shows the value as of March 31, 2004 of a $10,000 investment made in Class A shares since the fund began operations. For comparison purposes, the performance of the fund’s benchmark (the S&P 500 Index) is also shown. Performance data for Class B and C shares will vary due to differences in fees and sales charges.

Average Annual Total Returns for the Periods Ended March 31, 2004

PF INVESCO Technology Fund

Class A

Class B

Class C

1 Year Total Return:

Without sales charge*

44.19

43.63

43.34

With maximum sales charge***

36.26

38.63

40.90

S&P 500 Index**

35.10

Since Inception:

Without sales charge*

-0.32

-0.76

-0.85

With maximum sales charge***

-2.54

-2.37

-1.24

S&P 500 Index**

4.95

*		The total return for each fund includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance.

**		This index is unmanaged and does not reflect any fees or expenses. Results include reinvested dividends.

***		Performance figures for each class reflect the deduction of any applicable maximum front-end sales charge at the time of investment, and reflect any applicable contingent deferred sales charge that would be deducted upon redemption at the end of the period presented.

A-11

PACIFIC FUNDS PERFORMANCE DISCUSSION (Continued)

A. During the one-year period ending on March 31, 2004, following the end of major combat in Iraq, the financial markets rallied, while the U.S. economy and corporate earnings environment improved considerably. All of the major market indices posted significant gains for the first time in over three years. The NASDAQ led the way, returning 48.69%*, followed by the S&P 500 Index at 35.10%*, and the DJIA, which increased by 32.50%*. All of the sectors within the Russell 3000 Index were in positive territory, with information technology, materials, consumer discretionary, and financials as the best performers. Small-capitalization stocks significantly outperformed large-capitalization stocks, and the value style of investing outperformed the growth style during this period.

In order to further promote economic growth, the Fed continued in an accommodative mode, setting the Fed Funds rate at 1.00%, in the June FOMC meeting, the lowest rate in 45 years.

Reversing the trend of the past several years, technology stocks rallied for much of the period, and outperformed the S&P 500 Index. Positive investor psychology supported the market due to expectations of economic recovery in the latter half of 2003 and into 2004. Strong earnings and positive guidance sparked the technology market, and investor optimism appeared to follow. The fund outperformed its benchmark index for the period.

In managing the fund, we at INVESCO concentrated fund holdings in the communications equipment, semiconductor, and software industries. Earlier in the period, managers began to rotate holdings into more aggressive opportunities, which benefited the fund. The semiconductor industry was the largest positive contributor to the fund’s performance during the period. Within the semiconductor industry, shares of Intel Corp. and Broadcom Corp. ‘A’ performed particularly well. The fund also benefited from heavy exposure to the communications equipment industry, which was helped by strong performance from Cisco Systems, Inc. Information Technology (IT) consulting stocks detracted from the fund’s performance, which was hurt by weak performance from shares of Cognizant Technology Solutions Corp.

It appears that much of the anticipated increase in demand for technology has already been priced into stocks by the market; however, managers are optimistic about the long-term outlook for technology stocks. They continue to see evidence of economic improvement and we believe that the overall demand for technology products should increase in 2004. Corporations are allocating more of their budgets to IT, and though the increases are small, the managers see this as very encouraging. The managers believe that companies that are not household names will dominate the next bull market wave for technology, and the team’s fundamental research capability will serve as a competitive advantage for the fund in such a market environment.

This index is unmanaged and does not reflect any fees or expenses. Results include reinvested dividends.

A-12

PACIFIC FUNDS PERFORMANCE DISCUSSION (Continued)

PF Janus Growth LT Fund

Q. How did the fund perform over the year ended March 31, 2004?

A. For the year ended March 31, 2004, the fund’s Class A returned 35.70%* compared to a 35.10%** return for its benchmark, the S&P 500 Index. Complete performance information for all classes is included in the following table.

Performance Comparison

The following graph shows the value as of March 31, 2004 of a $10,000 investment made in Class A shares since the fund began operations. For comparison purposes, the performance of the fund’s benchmark (the S&P 500 Index) is also shown. Performance data for Class B and C shares will vary due to differences in fees and sales charges.

Average Annual Total Returns for the Periods Ended March 31, 2004

PF Janus Growth LT Fund

Class A

Class B

Class C

1 Year Total Return:

Without sales charge*

35.70

34.91

34.87

With maximum sales charge***

28.29

29.91

32.48

S&P 500 Index**

35.10

Since Inception:

Without sales charge*

1.46

1.06

0.92

With maximum sales charge***

-0.80

-0.54

0.52

S&P 500 Index**

4.95

A. All three major U.S. stock market indices ended the fiscal year with gains. The DJIA added 32.50%**, the broad-based S&P 500 Index climbed 35.10%**and the technology-dominated NASDAQ surged 48.69%** for the twelve months. After hitting a trough in the four months leading up to the war in Iraq, both the stock market and consumer confidence bounced back sharply when hostilities began in mid-March, 2003. Later, signs that the manufacturing sector was emerging from a two-year slump and a tax-cut-driven increase in consumer spending helped to lift investors’ spirits. But the health of the economy still was in doubt as job losses mounted. The Fed acknowledged the mixed picture, cutting its benchmark Federal Funds rate to a 45-year low of 1.00% in June in an attempt to spur corporate investment and hiring. Equity markets took a quick breather in July, as investors questioned the sustainability of the emerging economic recovery. By mid-August, however, it had become increasingly clear that the government’s massive program of fiscal and monetary stimulus was having the desired effect, and markets resumed their advance, supported by improving economic fundamentals and healthy corporate earnings. On the downside, the strengthening economy triggered concerns that the Fed might raise overnight rates. However, the Fed left rates unchanged for the remainder of the fiscal year, although they toned down their accommodative policy stance.

The fund’s positive results during the period are attributable to the diversified nature of its holdings and the fact that at Janus Capital Management LLC (Janus) we are finding attractive large- and mid-capitalization investment opportunities in nearly every corner of the market. Given the extreme volatility of late, macroeconomic trends are taken into consideration, although the fund manager tends not to be guided by them or make large investment decisions based upon such trends. Instead, the focus continues to be on fundamental research. By digging into the numbers and getting on the road and talking to people, we are constantly challenging our ideas and assumptions. This, in turn, helps us build better models, ask better questions, and better understand the business. Equally important, as the fund manager evaluates key metrics such as free cash flow and return on invested capital, the risks of an investment are always carefully weighed against its potential rewards. Ultimately, the fund manager believes this in-depth, stock-specific approach makes the overall fund stronger.

Certain stocks held in the fund, which participated in the broad technology rally, and consequently fueled the fund’s gains, were online services firms Yahoo!, Inc., running one of the Internet’s busiest search engines, and networking giant Cisco Systems, Inc., as well as business software developer Computer Associates International, Inc. Elsewhere, handset manufacturer Nokia OYJ ADR and holding company Berkshire Hathaway, Inc. ‘B’ also provided significant lifts.

*		The total return for each fund includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance.

**		This index is unmanaged and does not reflect any fees or expenses. Results include reinvested dividends.

***		Performance figures for each class reflect the deduction of any applicable maximum front-end sales charge at the time of investment, and reflect any applicable contingent deferred sales charge that would be deducted upon redemption at the end of the period presented.

A-13

PACIFIC FUNDS PERFORMANCE DISCUSSION (Continued)

Among the fund’s biggest detractors was biotechnology company MedImmune, Inc. MGIC Investment Corp., a holding company that provides private mortgage insurance coverage, and online auctioneer Internet Auction, Inc. also held back performance. Other disappointments included defense contractor Lockheed Martin Corp. and retailer Kohl’s Corp.

Sector analysis offers a different perspective on the fund’s returns, although it’s important to remember that investment decisions are ultimately driven by extensive research on individual companies, not by the popularity of one group or another. That said, the fund’s holdings in the information technology and consumer discretionary sectors, which notably exceeded the benchmark index’s weightings, contributed dramatically to the fund’s advances. Conversely, the fund’s limited interest in the telecommunication services and materials sectors translated into minimal gains.

PF Lazard International Value Fund

Q. How did the fund perform over the year ended March 31, 2004?

A. For the year ended March 31, 2004, the fund’s Class A returned 36.57%* compared to a 57.54%** return for its benchmark, the MSCI EAFE Index. Complete performance information for all classes is included in the following table.

Performance Comparison

The following graph shows the value as of March 31, 2004 of a $10,000 investment made in Class A shares since the fund began operations. For comparison purposes, the performance of the fund’s benchmark (the MSCI EAFE Index) is also shown. Performance data for Class B and C shares will vary due to differences in fees and sales charges.

Average Annual Total Returns for the Periods Ended March 31, 2004

PF Lazard International Value Fund

Class A

Class B

Class C

1 Year Total Return:

Without sales charge*

36.57

35.79

With maximum sales charge***

29.03

30.79

33.40

MSCI EAFE Index**

57.54

Since Inception:

Without sales charge*

7.83

7.26

7.24

With maximum sales charge***

5.43

5.80

6.81

MSCI EAFE Index**

11.07

A. In mid-March of 2003, just before the start of the second Gulf War, sentiment swung abruptly from very negative to very positive. Investors rotated into stocks that stood to gain the most from an improving economy; the stocks that benefited from this change in sentiment included highly leveraged and economically sensitive companies. In fact, many of the greatest beneficiaries were those same lower-quality companies whose business models had been most questioned during the bear market. Early in 2004 there were signs that the rebound in lower-quality stocks had begun to fade as investors began to focus once again on individual companies’ fundamentals, particularly in the U.S.

For the 12 months ended March 31, 2004, the fund lagged its benchmark. Fund holdings in the financial sector had a positive impact on fund performance particularly those geared toward capital markets activities. While the fund’s sole industrial holding rose, the relatively low weight in the sector detracted from fund returns relative to its benchmark. The fund’s substantial allocation to the consumer staples sector detracted from performance. In addition, the fund has maintained a relatively low weight in Japanese stocks as compared to its benchmark, due to the scarcity of companies generating world class returns on capital but this detracted from returns as the Japanese market rallied strongly on optimism over a sustained economic recovery after many false starts.

This atypical market environment, characterized by the significant outperformance of companies generating low returns on capital, was adverse for the fund’s investment style, which when managing the fund, we at Lazard Asset Management LLC (Lazard) tend to seek out companies with a demonstrated ability to generate strong returns on capital trading at attractive valuations. For instance, fund holdings in the consumer staples and energy sectors continue to be highly profitable yet their stock

*		The total return for each fund includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance.

**		This index is unmanaged and does not reflect any fees or expenses. Results include reinvested dividends.

***		Performance figures for each class reflect the deduction of any applicable maximum front-end sales charge at the time of investment, and reflect any applicable contingent deferred sales charge that would be deducted upon redemption at the end of the period presented.

A-14

PACIFIC FUNDS PERFORMANCE DISCUSSION (Continued)

prices lagged in the rally as investors rotated into companies more leveraged to an economic recovery. However, history has shown that while company fundamentals can lose relevance at an economic turning point, in the long run fundamentals are the key determinant of stock price performance.

PF MFS International Large-Cap Fund

Q. How did the fund perform over the year ended March 31, 2004?

A. For the year ended March 31, 2004, the fund’s Class A returned 41.59%* compared to a 45.33%** return for its previous benchmark, the Morgan Stanley Capital International (MSCI) All Country World Index Free, and a 57.54%** return for its current benchmark, the MSCI EAFE Index. Complete performance information for all classes is included in the following table.

On December 31, 2003, the fund changed its investment policy and strategy from investing in a global universe (including U.S. stocks), to investing in international stocks. In connection with this change, the benchmark index of the fund was changed to the MSCI EAFE Index.

Performance Comparison

Average Annual Total Returns for the Periods Ended March 31, 2004

PF MFS International Large-Cap Fund

Class A

Class B

Class C

1 Year Total Return:

Without sales charge*

41.59

40.79

40.86

With maximum sales charge***

33.76

35.79

38.50

MSCI All Country World Index Free**

45.33

MSCI EAFE Index**

57.54

Since Inception:

Without sales charge*

7.13

6.54

6.61

With maximum sales charge***

4.74

5.07

6.19

MSCI All Country World Index Free**

8.17

MSCI EAFE Index**

11.07

A. The opening of the period on April 1, 2003 coincided with the beginning of a turnaround in global stock markets, as it became apparent that the U.S.- and British-led coalition was on the verge of military success in Iraq. The release of increasingly positive economic numbers as the period progressed, particularly in the corporate earnings area, helped drive the ensuing equity rally. In addition, we at MFS Investment Management (MFS) believe investor concern over issues that had held back the market in late 2002 and early 2003 —including the Iraq situation, a short-lived SARS epidemic, and corporate misdeeds — largely faded as 2003 progressed.

In the equity markets, the big surprise of the period was investors’ appetite for risk. After a brutal three-year market decline, we believed investors would avoid risky investments. Instead, the market experienced an equity rally led by relatively low-quality, higher-risk stocks — stocks of companies with substantial debt on their balance sheets, low profit margins, and/or second- and third-tier competitive positioning. For much of the period, it appeared that investors, favored the stocks that had previously fallen the hardest, rather than industry leaders that had weathered the global downturn relatively well. Toward the end of the period, however, we believed the markets were beginning to rotate toward less risky companies with stronger fundamentals (business factors such as earnings and cash flow growth).

The period was also marked by a significant decline in the U.S. dollar relative to most other currencies — a situation that contributed significantly to fund returns on overseas investments for dollar-based investors. Factors that we at MFS believe contributed to the dollar’s decline included a U.S. trade deficit that non-U.S. investors viewed as excessive; low interest

*		The total return for each fund includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance.

**		This index is unmanaged and does not reflect any fees or expenses. Results include reinvested dividends.

***		Performance figures for each class reflect the deduction of any applicable maximum front-end sales charge at the time of investment, and reflect any applicable contingent deferred sales charge that would be deducted upon redemption at the end of the period presented.

A-15

PACIFIC FUNDS PERFORMANCE DISCUSSION (Continued)

rates that decreased the attractiveness of dollar-denominated investments; and the Bush administration’s apparent abandonment of a long-standing U.S. policy of publicly advocating a strong dollar.

On a sector basis, the key detractors from performance for the period ended December 31, 2003, were the financial services, leisure, consumer staples, and technology sectors. On a relative basis, the fund’s cash position was the largest single detractor from performance. As with nearly all mutual funds, this fund holds some cash to buy new holdings and to cover shareholder redemptions. In addition, the fund experienced inflows over the period, which temporarily boosted the cash position. In a period when equity markets rose sharply, cash hurt fund performance against its benchmark, which has no cash position.

Relative to its benchmark, the financial services sector was the fund’s weakest area over this same period. An underweighting versus the benchmark in the sector hurt results as the sector outperformed the broad market. In addition, not owning several financial services stocks that soared over the period, including Allianz AG, HSBC Holdings PLC, and ING Groep NV, also hurt performance.

Stock selection in the leisure sector also held back results. Key detractors here included the fund’s positions in Reed Elsevier PLC and Comcast Corp. Stock selection in consumer staples was also detrimental to performance. Not owning Altria Group, Inc. (formerly Philip Morris USA) detracted from performance, as the stock rose sharply over the period. Additionally, the fund’s position in Unilever NV also detracted from performance. In the technology sector, the fund’s positioning in Intel Corp. was the largest detractor from performance as the fund was underweighted in this stock and missed some of its strong performance over the period. Holdings in other sectors that detracted significantly from results included Tokyo Gas Co., Ltd., Kohl’s Corp., and Vodafone Group PLC.

For the period ended December 31, 2003, on a relative basis, the energy, basic materials, health care, and utilities and communications sectors were the fund’s strongest-performing sectors over the period, largely because of stock selection in those sectors. An overweighting compared to the benchmark in basic materials and an underweighting in health care also helped results.

In the energy sector, not owning Exxon Mobil Corp. helped relative performance as the firm’s stock underperformed the broad market. In the basic materials area, Cia Vale Do Rio Doce ADR was the largest single contributor. In health care, not owning Merck & Co., Inc. and underweighting Johnson & Johnson both proved positive for relative performance. Not owning Verizon Communications, Inc., a stock that languished over the period, helped performance in the utilities and communications area. Stocks in other sectors that aided results for this same period included KDDI Corp., Fujikura Ltd., and VERITAS Software Corp.

For the quarter ended March 31, 2004, during which time the fund operated under its new investment policy and strategy, the utilities and communications and health care sectors were the weakest performers. Stock selection in utilities and communications held back results, and the fund’s position in Brasil Telecom Participacoes SA ADR was the largest single detractor in the sector. In the health care area, both stock selection and a relative overweighting versus the benchmark proved detrimental to relative performance. The fund’s holding in Sanofi-Synthelabo SA was the largest detractor in the sector.

Individual stocks in other sectors that held back results included Bayerische Motoren Werke (BMW) AG. In addition, not owning Nokia OYJ hurt relative performance as the stock climbed sharply over the period.

For the quarter ended March 31, 2004, on a relative basis, the financial services, retailing, and energy sectors were the fund’s strongest-performing areas over the period. In all three sectors, stock selection was a key contributor to fund performance. Holdings in OTP Bank RT GDR, DEPFA Bank PLC, and Erste Bank der Oesterreichischen Sparkassen AG helped performance in the financial services area. In retailing, Esprit Holdings Ltd. was a key contributor. In the energy sector, not owning Royal Dutch Petroleum Co. helped relative returns as the stock declined over the period. Holdings in other sectors that contributed to performance included Samsung Electronics Co. Ltd, ITV PLC, and William Hill PLC.

PF PIMCO Inflation Managed Fund

Q. How did the fund perform over the year ended March 31, 2004?

A. For the year ended March 31, 2004, the fund’s Class A returned 10.75%* compared to a 10.83%** return for its benchmark, the Lehman Brothers Global Real: U.S. TIPS Index. Complete performance information for all classes is included in the following table.

*		The total return for each fund includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance.

**		This index is unmanaged and does not reflect any fees or expenses. Results include reinvested dividends.

A-16

PACIFIC FUNDS PERFORMANCE DISCUSSION (Continued)

Performance Comparison

The following graph shows the value as of March 31, 2004 of a $10,000 investment made in Class A shares since the fund began operations. For comparison purposes, the performance of the fund’s benchmark (the Lehman Brothers Global Real: U.S. TIPs Index) is also shown. Performance data for Class B and C shares will vary due to differences in fees and sales charges.

Average Annual Total Returns for the Periods Ended March 31, 2004

PF PIMCO Inflation Managed Fund

Class A

Class B

Class C

1 Year Total Return:

Without sales charge*

10.75

10.20

10.27

With maximum sales charge***

4.65

5.20

8.21

Lehman Brothers Global Real:
U.S. TIPs Index**

10.83

Since Inception:

Without sales charge*

11.40

10.83

10.85

With maximum sales charge***

6.47

7.70

9.96

Lehman Brothers Global Real:
U.S. TIPs Index**

11.06

A. Real return bonds outpaced Treasuries both in the final quarter of 2003 and for the year ended March 31, 2004. These high quality assets demonstrated their defensive characteristics as interest rates trended slightly higher. For the twelve-month period ending March 31, 2004, breakeven-inflation rates increased 57 basis points to 2.43% while yields on 10-year Treasury Inflation Protected Securities (TIPS) fell 58 basis points to 1.39%. All bond sectors capped a strong twelve-month period of performance gaining in the first quarter of 2004 as concern about the durability of the U.S. recovery pushed already low interest rates even lower. Confidence that the Fed would not raise the 1.00% Federal Funds rate anytime soon underpinned the latest rally. Although they were the best performing market sectors for the entire twelve-month period, corporate and emerging market bonds only slightly outpaced Treasuries during the first quarter of 2004 as concern about slower growth boosted demand for higher quality issues.

The fund’s above-benchmark duration contributed to fund returns as real yields fell. For the fund, the purchase of TIPS on a forward settled basis was positive for performance, as these securities outperformed the cost associated with purchasing them in the forward market. An overweight, relative to the benchmark to shorter maturity TIPS was also positive for performance as the U.S. real yield curve steepened. However, security selection of individual TIPS detracted from performance. In addition, modest out of index exposure to nominal Treasury securities detracted from performance as these issues did not perform as well as TIPS issues within the benchmark.

PF PIMCO Managed Bond Fund

Q. How did the fund perform over the year ended March 31, 2004?

A. For the year ended March 31, 2004, the fund’s Class A returned 6.28%* compared to a 6.15%** return for its benchmark, the Lehman Brothers Government/Credit Index. Complete performance information for all classes is included in the following table.

Performance Comparison

The following graph shows the value as of March 31, 2004 of a $10,000 investment made in Class A shares since the fund began operations. For comparison purposes, the performance of the fund’s benchmark (the Lehman Brothers Government/Credit Index) is also shown. Performance data for Class B and C shares will vary due to differences in fees and sales charges.

*		The total return for each fund includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance.

**		This index is unmanaged and does not reflect any fees or expenses. Results include reinvested dividends.

***		Performance figures for each class reflect the deduction of any applicable maximum front-end sales charge at the time of investment, and reflect any applicable contingent deferred sales charge that would be deducted upon redemption at the end of the period presented.

A-17

PACIFIC FUNDS PERFORMANCE DISCUSSION (Continued)

Average Annual Total Returns for the Periods Ended March 31, 2004

PF PIMCO Managed Bond Fund

Class A

Class B

Class C

1 Year Total Return:

Without sales charge*

6.28

5.86

With maximum sales charge***

0.45

0.86

3.83

Lehman Brothers
Government/Credit Index**

6.15

Since Inception:

Without sales charge*

7.41

6.92

With maximum sales charge***

5.01

5.45

6.49

Lehman Brothers
Government/Credit Index**

7.52

A. Bonds gained ground for the period ending March 31, 2004 despite volatile interest rates, led by higher yielding corporate and emerging market assets. Although Treasury yields rose only modestly for the year, the markets were far from calm. Yields moved lower through the first quarter of the period as deflation risks dominated the news and were the primary drivers of the market’s view of future Federal Reserve policy. The Fed cut the Federal Funds rate to 1.00% in June and the 10-year Treasury yield plunged to a 45-year low near 3.00%. Rates then reversed course dramatically, jumping more than 130 basis points in July, the worst month in the U.S. government bond market in more than 23 years. This reversal was mainly fueled by investors’ growing confidence that growth would accelerate. Economic performance met investors’ expectations for the second half of 2003. Business investment revived while massive fiscal stimulus and the lagged impact of the mortgage-refinancing boom sustained consumption, leading to 8.2 percent annual growth in the third quarter of 2003, the fastest pace in almost two decades. However, in the first quarter of 2004, concern about the durability of the U.S. economic recovery pushed already low interest rates even lower, and helped bonds to gain further ground. The 10-year Treasury yield finished the period at 3.84 percent, up only 4 basis points for the full period. Inflation was well behaved even in the face of surging commodity prices and a falling U.S. dollar helping to mitigate the rise in interest rates.

Interest rate strategies were negative for the period; the fund’s duration stance detracted from performance, but this was partially offset by a favorable maturity focus that benefited the fund as the yield curve steepened.

A corporate underweight position relative to the benchmark had a negative impact to performance as profits and margins improved, but positive security selection of energy, pipeline, and telecommunication issuers mitigated this impact. Positive security selection within the mortgage sector helped strengthen returns as the fund maintained a modest structural allocation to this segment of the market. Allocations to real return and municipal bonds helped returns; these less volatile assets outperformed amid the volatile rate environment. Emerging market bonds boosted returns as credit fundamentals within the asset class continued to improve. Non-U.S. dollar denominated exposure, mainly to Eurozone issues, had minor negative impact as U.S. holdings modestly outperformed.

PF Pacific Life Money Market Fund

Q. How did the fund perform over the year ended March 31, 2004?

A. For the year ended March 31, 2004, the fund’s Class A returned 0.18%* compared to a 1.08%** return for its benchmark, the Merrill Lynch 3-Month U.S. T-Bill Index. The current yield for Class A measured during the seven-day period ending March 31, 2004 was 0.08%.****

A. Short-term yields remained very low for the period. Since June 25, 2003, when the Fed cut the Fed Funds target rate to 1.00%, 30-, 60- and 90-day commercial paper yields have been near 1.00%. U.S. Treasury bill yields also moved very little, returning less than 1.00% for the last nine months of the period ended March 31, 2004. Additionally, LIBOR-based floating rate notes offered little additional value, with the index trading in a tight range. Purchasing securities based on the LIBOR index led to consistent returns, but offered little upside as the floating component of the index was flat. The challenge has been finding adequately yielding securities along a very flat yield curve.

In managing the fund, to help mitigate the effects of a flat short-term interest rate environment, we at Pacific Life chose to keep the fund’s average maturity longer than usual. This cuts down on transaction expense by requiring less frequent reinvestment of maturing assets. Additionally, a barbell strategy was used encompassing short-term commercial paper combined with longer, higher yielding assets. These longer assets came by way of callable agency and asset-backed securities. During periods when the agency discount notes and commercial paper

*		The total return for each fund includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance.

**		This index is unmanaged and does not reflect any fees or expenses. Results include reinvested dividends.

***		Performance figures for each class reflect the deduction of any applicable maximum front-end sales charge at the time of investment, and reflect any applicable contingent deferred sales charge that would be deducted upon redemption at the end of the period presented.

****		The 7-day yield for PF Pacific Life Money Market includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance.

A-18

PACIFIC FUNDS PERFORMANCE DISCUSSION (Continued)

yields were the same, we chose to increase portfolio quality by increasing the fund’s percentage of agency holdings.

PF Putnam Equity Income Fund

Q. How did the fund perform over the year ended March 31, 2004?

A. For the year ended March 31, 2004, the fund’s Class A returned 36.03%* compared to a 40.82%** return for its benchmark, the Russell 1000 Value Index. Complete performance information for all classes is included in the following table.

Performance Comparison

The following graph shows the value as of March 31, 2004 of a $10,000 investment made in Class A shares since the fund began operations. For comparison purposes, the performance of the fund’s benchmark (the Russell 1000 Value Index) is also shown. Performance data for Class B and C shares will vary due to differences in fees and sales charges.

Average Annual Total Returns for the Periods Ended March 31, 2004

PF Putnam Equity Income Fund

Class A

Class B

Class C

1 Year Total Return:

Without sales charge*

36.03

35.48

35.51

With maximum sales charge***

28.55

30.48

33.15

Russell 1000 Value Index**

40.82

Since Inception:

Without sales charge*

3.75

3.27

3.34

With maximum sales charge***

1.18

1.54

2.88

Russell 1000 Value Index**

5.65

A. As markets turned bullish in 2003, investor appetite for risk increased, which favored smaller-capitalization stocks and lower-quality, higher-volatility strategies. The fund’s high-quality emphasis hurt performance for the period, principally in the June 2003 quarter, but to a lesser extent for the remainder of 2003. The low-quality rally throughout much of the period, coupled with unrewarded stock selection within the financials and energy sectors caused the fund to underperform when compared to its benchmark. However, select holdings within the consumer staples and consumer cyclicals contributed positively to performance.

Among the top contributors during the period was an overweight position relative to the benchmark in Altria Group, Inc. (Altria is the parent company of Philip Morris USA) within the consumer staples sector. Shares were volatile during the year as Altria was initially hit by a $10 billion judgment against Philip Morris USA and the company was required to post a $12 billion bond. That amount was later reduced in September allowing investors to focus on the tobacco company’s fundamentals. The fund’s overweight position in Fortune Brands, Inc. (consumer goods) also contributed to performance, as the company expected to exceed expectations.

Stock selection within consumer cyclicals was led by an overweight position relative to the benchmark in Royal Caribbean Cruises Ltd. (liquidated prior to the end of the period), which benefited from a recovery in travel demand, currency effects, and lower fuel costs than previously estimated. The fund’s underweight position in Viacom Inc. also aided results, as falling advertising sales in local markets hurt the media company. Investor skepticism about the recovery in advertising has prevented a revaluation in the stock.

Within the financials sector, the fund’s performance was hurt by an overweight in XL Capital Ltd. This property and casualty insurer’s stock was undercut by the disclosure of an investigation into shortfalls in reserves to pay reinsurance claims. The fund’s underweight in FleetBoston Financial Corp. — the seventh-biggest U.S. bank by assets — also hurt performance results as its shares rose sharply in response to news of a takeover by Bank of America Corp.

Detractors within the energy sector were led by an overweight position relative to the benchmark in Royal Dutch Petroleum Co. (liquidated prior to the end of the period), which declined after the company downgraded its reserve projections by 20%. The fund’s overweight position in BP PLC had a negative impact on performance, as shares of the oil & gas company lagged due to a lower production profile relative to peers and political developments in Russia, where it has a joint venture.

*		The total return for each fund includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance.

**		This index is unmanaged and does not reflect any fees or expenses. Results include reinvested dividends.

***		Performance figures for each class reflect the deduction of any applicable maximum front-end sales charge at the time of investment, and reflect any applicable contingent deferred sales charge that would be deducted upon redemption at the end of the period presented.

A-19

PACIFIC FUNDS PERFORMANCE DISCUSSION (Continued)

PF Salomon Brothers Large-Cap Value Fund

Q. How did the fund perform over the year ended March 31, 2004?

A. For the year ended March 31, 2004, the fund’s Class A returned 39.91%* compared to a 35.10%** return for its benchmark, the S&P 500 Index. Complete performance information for all classes is included in the following table.

Performance Comparison

The following graph shows the value as of March 31, 2004 of a $10,000 investment made in Class A shares since the fund began operations. For comparison purposes, the performance of the fund’s benchmark (the S&P 500 Index) is also shown. Performance data for Class B and C shares will vary due to differences in fees and sales charges.

Average Annual Total Returns for the Periods Ended March 31, 2004

PF Salomon Brothers
Large-Cap Value Fund

Class A

Class B

Class C

1 Year Total Return:

Without sales charge*

39.91

39.36

39.27

With maximum sales charge***

32.15

34.36

36.86

S&P 500 Index**

35.10

Since Inception:

Without sales charge*

4.20

3.78

3.69

With maximum sales charge***

1.88

2.25

3.28

S&P 500 Index**

4.95

A. The U.S. equity market finally reversed course in the twelve months ended March 31, 2004 after three very difficult years. All the major indices posted double-digit gains with the S&P 500 Index returning 35.10%** and the NASDAQ strongly rebounding during the period. Many investors were rewarded handsomely for taking risks during the period, as evidenced by the NASDAQ’s strong return. We at Salomon Brothers Asset Management Inc (Salomon) believe aggressive monetary and fiscal stimulus spurred market participants to focus on more risky stocks that had underperformed significantly in prior years. These “higher-beta” stocks led the market’s rebound for the period. Continued signs of an economic recovery helped to sustain equity market gains and to increase market breadth as the year progressed.

The equity market did not begin to accelerate until the second quarter of 2003 when the S&P 500 Index had its best quarterly performance in more than five years. Investors responded to a number of positive developments, including significant progress in the war in Iraq, a rebound in consumer confidence, and improved corporate profits. At the same time, the Fed lowered the Fed Funds rate another 25 basis points to 1.00%, a 45-year low. Longer-term yields followed suit as the ten-year Treasury yield also fell to a 45-year low in June, 2003. Fiscal policy remained stimulative as Congress passed a $350 billion tax reduction package that included rate reductions on capital gains and dividends.

After a relatively quiet third quarter, the S&P 500 Index surged again in the fourth quarter of 2003. Continued signs of economic growth and strong corporate profits fueled the market. Increased merger and acquisition activity also helped push stocks higher. Market breadth increased noticeably during the fourth quarter of 2003 as several economically sensitive groups outperformed. These trends continued into the first quarter of 2004 with the major indices all posting modest gains.

For the twelve-month period ended March 31, 2004, technology stocks led the market’s rebound, accounting for about one-quarter of the S&P 500 Index’s return. Within the S&P 500 Index, the top performing sectors were technology, followed by materials and financials. All sectors of the S&P 500 Index posted positive returns for the period, but telecommunications stocks lagged; the telecommunications sector of the S&P 500 Index, was the only sector that did not post a double-digit return.

Sectors that contributed most to the fund’s performance for the period included financials, technology, and consumer discretionary. Within the financials sector, the fund benefited from an overweight position relative to its benchmark in capital-markets sensitive stocks, like the brokers and securities processors. These stocks rallied strongly as investors responded to increased capital markets activity and more favorable market conditions. Merrill Lynch & Co., Inc., the fund’s largest position among that group, gained more than 70%

*		The total return for each fund includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance.

**		This index is unmanaged and does not reflect any fees or expenses. Results include reinvested dividends.

***		Performance figures for each class reflect the deduction of any applicable maximum front-end sales charge at the time of investment, and reflect any applicable contingent deferred sales charge that would be deducted upon redemption at the end of the period presented.

A-20

PACIFIC FUNDS PERFORMANCE DISCUSSION (Continued)

during the period. One of the fund’s regional bank holdings, FleetBoston Financial Corp., reacted positively to Bank of America Corp.’s agreement to purchase the company.

Similar to the broad market, technology stocks also provided a boost to fund performance. In particular, the fund’s exposure to telecommunication equipment and hardware stocks contributed noticeably. Several of these stocks, such as Lucent Technologies Inc. and Comverse Technology, Inc., rebounded strongly from depressed levels in 2002. Within the consumer discretionary sector, McDonald’s Corp. and The Home Depot, Inc. also rallied from what we believe were oversold conditions at the beginning of the year. McDonald’s benefited from new product introductions that aided same-store sales while The Home Depot’s stock responded to an improving economy and new management initiatives.

Three of the fund’s sectors that lagged included health care, telecommunications, and utilities. The fact that utilities lagged in a period when the equity markets rebounded strongly is not a surprise, given the group’s lower growth prospects. Within the health care sector, all of the fund’s large-capitalization pharmaceutical holdings underperformed relative to the fund’s benchmark. We believe that pharmaceutical stocks in general have been hurt due to concerns about patent expirations and a slowing pipeline of new drugs. In particular, two of the fund’s laggards included Schering-Plough Corp. and Merck & Co., Inc. Schering-Plough suffered from the expiration of its Claritin allergy drug patent as well as increased competition in the hepatitis market. Merck suffered after terminating two drugs in late-stage development. The fund continues to hold both of these stocks as well as Pfizer Inc., the fund’s largest pharmaceutical holding. Tenet Healthcare Corp., a hospital stock that the fund sold earlier in the year, also penalized performance.

Unlike technology, the telecommunications sector did not rebound last year. Concerns about increased competition on all fronts continue to worry investors. In addition to existing wireline and wireless competitors, the group faces renewed competition from cable companies in the cable telephony industry. Although cable telephony is in the early stages of adoption, we feel its impact may lead to continued deflationary pressures in the sector. The traditional regional bell operating companies plan to compete more effectively by bundling services to consumers and cutting costs. Excess capacity in the industry may lead to further consolidation, particularly in the wireless sector. AT&T Wireless Services, Inc., Verizon Communications, Inc., and SBC Communications, Inc. were three of the fund’s telecommunications holdings that did not perform well during the period. However, the fund continues to hold each of these stocks in the fund based on their favorable valuation and strong cash flow.

In managing the fund, we at Salomon have taken advantage of recent strength in the U.S. equity market to reduce selected positions as a result of increased valuations, particularly in the technology sector. Given our favorable view of the economy, we have added some additional cyclical exposure to the fund. We also continue to focus on those stocks we believe to be high-quality that have lagged in the past year, which has led us to increase the fund’s weighting in consumer staples and health care, particularly the pharmaceutical stocks.

PF Van Kampen Comstock Fund

Q. How did the fund perform over the year ended March 31, 2004?

A. For the year ended March 31, 2004, the fund’s Class A returned 39.34%* compared to 35.10%** return for its benchmark, the S&P 500 Index. Complete performance information for all classes is included in the following table.

Performance Comparison

The following graph shows the value as of March 31, 2004 of a $10,000 investment made in Class A shares since the fund began operations. For comparison purposes, the performance of the fund’s benchmark (the S&P 500 Index) is also shown. Performance data for Class B and C shares will vary due to differences in fees and sales charges.

Average Annual Total Returns for the Periods Ended March 31, 2004

PF Van Kampen
Comstock Fund

Class A

Class B

Class C

1 Year Total Return:

Without sales charge*

39.34

38.77

38.60

With maximum sales charge***

31.75

33.77

36.25

S&P 500 Index**

35.10

Since Inception:

Without sales charge*

5.71

5.22

5.20

With maximum sales charge***

3.36

3.72

4.79

S&P 500 Index**

4.95

*		The total return for each fund includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance.

**		This index is unmanaged and does not reflect any fees or expenses. Results include reinvested dividends.

***		Performance figures for each class reflect the deduction of any applicable maximum front-end sales charge at the time of investment, and reflect any applicable contingent deferred sales charge that would be deducted upon redemption at the end of the period presented.

A-21

PACIFIC FUNDS PERFORMANCE DISCUSSION (Continued)

A. The Van Kampen investment management team assumed management of the fund on May 1, 2003. Since that time, the market environment changed for the better. Once the initial military operations of the Iraqi War ended, investors responded favorably.

Perhaps more importantly for stocks, evidence supporting a strong economic recovery in the second half of 2003 was beginning to mount. A major factor underlying these assumptions was the Fed’s willingness to keep short-term interest rates at historically low levels. In June, the Fed lowered the Fed Funds rate to just 1.00%, a 45-year record low. Lower rates made it less expensive for consumers to borrow and companies to invest in their businesses. As the year went on, inflation—always one of the Fed’s main concerns—remained under control. This allowed the Fed to make clear its intention to keep rates low for an extended period. Against this backdrop, the U.S. economy enjoyed impressive performance toward the end of 2003.

However, in the first quarter of 2004, the Fed adjusted their views regarding interest rates, causing some choppiness in the markets as investors began to anticipate a slowing economy and rising interest rates. Renewed geopolitical concerns also slowed the pace of the markets. Throughout the period—and despite a less-than-rosy employment picture—the consumer continued to be a driving force for the economy.

Since assuming management of the fund in May, 2003, we at Van Kampen have emphasized energy, health care (pharmaceuticals, primarily), and telecommunications stocks.

Within the energy sector, we favored cheaper oil-service companies, such as Halliburton Co. and Schlumberger Ltd., versus exploration and production stocks. As the economic environment for oil services and drilling stocks improved, Halliburton Co. and Schlumberger Ltd. stocks rose. In addition, Halliburton Co. benefited from optimism about a potential settlement of asbestos-related litigation while Schlumberger Ltd. was helped by confidence surrounding the company’s new management team.

The fund’s pharmaceutical exposure serves as a good example of our contrarian discipline. As the economy shows signs of improvement, the market has rotated out of pharmaceutical stocks into more cyclical areas of health care. Additionally, proposed legislation surrounding drug reimportation has contributed to negative sentiment about large-capitalization pharmaceuticals. Against this backdrop, the fund’s pharmaceutical positions hindered performance. However, we believe that some of these drug manufacturers have been overly discounted by the market and offer compelling risk/reward characteristics.

The fund also includes a sizable stake in telecommunications stocks, which appear attractively valued. As a group, telecommunications stocks performed poorly in 2003. But, we believed that certain telecommunications stocks could benefit from a continuing economic recovery and trends toward industry consolidation. During the reporting period, our conviction was rewarded and the fund benefited notably from a stake in Sprint Corp. - FON Group.

Some of the fund’s materials stocks also helped returns. Because the materials sector tends to be highly sensitive to the economy, many stocks in this area performed very well as the strength of the economic recovery became more evident. One particularly good performer was Georgia-Pacific Corp. This company—traditionally a paper and forest-products manufacturer—has increasingly focused on tissues and other consumer-oriented goods, a transition that investors have cheered. The stock’s valuation bounced back in line with the economy’s rebound. In keeping with our discipline, as other investors begin flocking to materials stocks and they appear very fully valued, we at Van Kampen are trimming back certain positions to lock in gains.

On the downside, the fund’s positions in radio and cable broadcasters stocks negatively affected fund performance. Media companies have struggled with a continued weak advertising market.

PF Van Kampen Mid-Cap Growth Fund

Q. How did the fund perform over the year ended March 31, 2004?

A. For the year ended March 31, 2004, the fund’s Class A returned 35.30%* compared to a 49.63%** return for its benchmark, the Russell Midcap Growth Index. Complete performance information for all classes is included in the following table.

*		The total return for each fund includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance.

**		This index is unmanaged and does not reflect any fees or expenses. Results include reinvested dividends.

A-22

PACIFIC FUNDS PERFORMANCE DISCUSSION (Continued)

Performance Comparison

The following graph shows the value as of March 31, 2004 of a $10,000 investment made in Class A shares since the fund began operations. For comparison purposes, the performance of the fund’s benchmark (the Russell Midcap Growth Index) is also shown. Performance data for Class B and C shares will vary due to differences in fees and sales charges.

Average Annual Total Returns for the Periods Ended March 31, 2004

PF Van Kampen
Mid-Cap Growth Fund

Class A

Class B

Class C

1 Year Total Return:

Without sales charge*

35.30

34.86

34.69

With maximum sales charge***

27.96

29.86

32.34

Russell Midcap Growth Index**

49.63

Since Inception:

Without sales charge*

-3.45

-3.88

-3.89

With maximum sales charge***

-5.61

-5.25

-4.28

Russell Midcap Growth Index**

13.75

A. The Van Kampen investment management team assumed management of the fund on May 1, 2003.

A quick and successful military campaign in Iraq and the Federal government’s passage of tax relief legislation served as catalysts for a stock market recovery during the period. Low interest rates improved the health of corporations and consumers via debt restructuring, balance sheet de-leveraging, mortgage refinancing, and home purchases. Corporate earnings turned positive after 2001 and 2002 declines with results, in many cases, exceeding estimates. Manufacturing activity has moved in a positive direction with new orders prompting production increases. Corporate capital expenditures are increasing; although until recently the spending has not been on manpower. The low interest rate environment continues to bode well for growth companies.

The technology sector had the largest negative impact on the fund’s relative performance principally due to stock selection; an underweight position in the sector relative to the benchmark index exacerbated the effect as technology stocks experienced a strong rebound. Detractors from performance included SanDisk Corp., Seagate Technology, and Network Appliance, Inc. SanDisk Corp., a manufacturer of flash memory for digital cameras, has been negatively impacted by increased competition from Samsung Electronics Co., Ltd., while an overcapacity of computer disk drives has led to pricing weakness affecting Seagate Technology. EMC Corp. MA is creating stiff competition for Network Appliance, Inc. in network storage.

Stock selection in the financial services sector detracted from the fund’s relative performance. Detractors from performance included eSpeed, Inc., Radian Group, Inc., and Safeco Corp. eSpeed, Inc., a leading developer for electronic marketplaces has been losing market share, while Radian Group, Inc. was impacted by rising losses on its sub-prime mortgage insurance business and the loss of a financial guarantee client. Safeco Corp., an insurance company, experienced difficulties in its life insurance business during the period.

Stock selection in the health care sector also detracted from the fund’s relative performance. Detractors from performance included Lincare Holdings, Inc., MedImmune, Inc., and Trimeris, Inc. Lincare Holdings, Inc., a provider of respiratory services, was negatively impacted by changes to the Medicare reimbursement policy. MedImmune, Inc. deteriorated as a result of a change in accounting practices regarding bad debt allowance and lackluster FluMist sales. Trimeris, Inc., a biopharmaceutical company that manufactures antiviral drugs, experienced a slower than expected launch of Fuzeon, to be used in the treatment of HIV.

The fund’s position in the consumer discretionary sector added to relative performance due to stock selection. Contributors to performance included Coach, Inc., Royal Caribbean Cruises Ltd. and GTECH Holdings Corp. Coach, Inc. continues to report steady revenue gains and operating margin expansion. Royal Caribbean Cruises Ltd., has benefited from a

*		The total return for each fund includes reinvestment of all dividends and capital gain distributions, if any, and does not include deductions of any applicable sales charges. Past performance is not predictive of future performance.

**		This index is unmanaged and does not reflect any fees or expenses. Results include reinvested dividends.

***		Performance figures for each class reflect the deduction of any applicable maximum front-end sales charge at the time of investment, and reflect any applicable contingent deferred sales charge that would be deducted upon redemption at the end of the period presented.

A-23

PACIFIC FUNDS PERFORMANCE DISCUSSION (Continued)

recovery in the travel industry and firmer pricing. In addition, Royal Caribbean Cruises Ltd. has newer ships than its chief rival, Carnival Corp. GTECH Holdings Corp., a lottery systems provider, continues to add new contracts both in the U.S. and abroad, including recently awarded multi-year contracts in Illinois, Washington State, Mexico, and China.

Stock selection was strong in the other (multi-industry) sector. Standouts included Brascan Corp. and Eaton Corp. Brascan Corp., with real estate, power generation and asset management operations has reported strong results in each of its underlying business units. Eaton Corp. manufactures engineered products which serve industrial, vehicle, construction, commercial, and aerospace markets. Eaton Corp.’s reported earnings and forward earnings guidance are both in excess of analysts’ estimates.

An underweight position relative to the benchmark index in the consumer staples sector also contributed to the fund’s performance.

A-24

PACIFIC FUNDS
PORTFOLIO OPTIMIZATION FUNDS
Schedule of Investments
March 31, 2004

	Shares		Value

*PF PORTFOLIO OPTIMIZATION MODEL A FUND*

MUTUAL FUNDS - 98.40%

PF AIM Blue Chip Fund ‘A’		23,471	$	239,173
PF Goldman Sachs Short Duration Bond Fund ‘A’		161,024		1,624,734
PF Lazard International Value Fund ‘A’		19,986		237,638
PF MFS International Large-Cap Fund ‘A’		10,432		121,121
PF PIMCO Inflation Managed Fund ‘A’		62,200		679,847
PF PIMCO Managed Bond Fund ‘A’		122,619		1,281,370
PF Pacific Life Money Market Fund ‘A’		1,197,862		1,197,862
PF Salomon Brothers Large-Cap Value Fund ‘A’		32,948		360,448
PF Van Kampen Comstock Fund ‘A’		15,941		181,254
PF Van Kampen Mid-Cap Growth Fund ‘A’		15,377		123,171


TOTAL INVESTMENTS - 98.40% (Cost $5,993,495)				6,046,618

OTHER ASSETS AND LIABILITIES, NET - 1.60%				98,245


NET ASSETS - 100.00%			$	6,144,863


*PF PORTFOLIO OPTIMIZATION MODEL B FUND*

MUTUAL FUNDS - 97.31%

PF AIM Blue Chip Fund ‘A’		127,589	$	1,300,133
PF Goldman Sachs Short Duration Bond Fund ‘A’		208,586		2,104,630
PF Lazard International Value Fund ‘A’		86,820		1,032,288
PF MFS International Large-Cap Fund ‘A’		45,420		527,331
PF PIMCO Inflation Managed Fund ‘A’		136,678		1,493,889
PF PIMCO Managed Bond Fund ‘A’		217,496		2,272,831
PF Pacific Life Money Market Fund ‘A’		1,569,638		1,569,638
PF Salomon Brothers Large-Cap Value Fund ‘A’		155,445		1,700,573
PF Van Kampen Comstock Fund ‘A’		46,272		526,108
PF Van Kampen Mid-Cap Growth Fund ‘A’		83,855		671,680


TOTAL INVESTMENTS - 97.31% (Cost $13,089,166)				13,199,101

OTHER ASSETS AND LIABILITIES, NET - 2.69%				365,144



NET ASSETS - 100.00%			$	13,564,245


*PF PORTFOLIO OPTIMIZATION MODEL C FUND*

MUTUAL FUNDS - 96.73%

PF AIM Blue Chip Fund ‘A’		362,416	$	3,693,015
PF Goldman Sachs Short Duration Bond Fund ‘A’		370,178		3,735,094
PF Janus Growth LT Fund ‘A’		98,046		1,013,795
PF Lazard International Value Fund ‘A’		308,346		3,666,229
PF MFS International Large-Cap Fund ‘A’		205,389		2,384,565
PF PIMCO Inflation Managed Fund ‘A’		320,158		3,499,328
PF PIMCO Managed Bond Fund ‘A’		428,784		4,480,796
PF Pacific Life Money Market Fund ‘A’		1,013,624		1,013,624
PF Putnam Equity Income Fund ‘A’		95,366		1,020,417
PF Salomon Brothers Large-Cap Value Fund ‘A’		400,387		4,380,230
PF Van Kampen Comstock Fund ‘A’		119,359		1,357,114
PF Van Kampen Mid-Cap Growth Fund ‘A’		476,065		3,813,277


TOTAL INVESTMENTS - 96.73% (Cost $33,801,985)				34,057,484


OTHER ASSETS AND LIABILITIES, NET - 3.27%				1,149,774


NET ASSETS - 100.00%			$	35,207,258


*PF PORTFOLIO OPTIMIZATION MODEL D FUND*

MUTUAL FUNDS - 97.48%

PF AIM Blue Chip Fund ‘A’		468,533	$	4,774,356
PF AIM Aggressive Growth Fund ‘A’		84,286		971,817
PF Goldman Sachs Short Duration Bond Fund ‘A’		159,567		1,610,028
PF Janus Growth LT Fund ‘A’		155,095		1,603,682
PF Lazard International Value Fund ‘A’		398,457		4,737,660
PF MFS International Large-Cap Fund ‘A’		278,039		3,228,031
PF PIMCO Inflation Managed Fund ‘A’		151,928		1,660,572
PF PIMCO Managed Bond Fund ‘A’		250,346		2,616,114
PF Putnam Equity Income Fund ‘A’		120,534		1,289,717
PF Salomon Brothers Large-Cap Value Fund ‘A’		380,384		4,161,399
PF Van Kampen Comstock Fund ‘A’		141,577		1,609,734
PF Van Kampen Mid-Cap Growth Fund ‘A’		492,803		3,947,352


TOTAL INVESTMENTS - 97.48% (Cost $32,037,545)				32,210,462

OTHER ASSETS AND LIABILITIES, NET - 2.52%				832,100


NET ASSETS - 100.00%			$	33,042,562


*PF PORTFOLIO OPTIMIZATION MODEL E FUND*

MUTUAL FUNDS - 99.13%

PF AIM Blue Chip Fund ‘A’		302,402	$	3,081,479
PF AIM Aggressive Growth Fund ‘A’		63,960		737,455
PF Janus Growth LT Fund ‘A’		141,304		1,461,079
PF Lazard International Value Fund ‘A’		242,167		2,879,371
PF MFS International Large-Cap Fund ‘A’		205,859		2,390,018
PF PIMCO Managed Bond Fund ‘A’		53,435		558,400
PF Putnam Equity Income Fund ‘A’		68,624		734,273
PF Salomon Brothers Large-Cap Value Fund ‘A’		233,191		2,551,106
PF Van Kampen Comstock Fund ‘A’		80,584		916,243
PF Van Kampen Mid-Cap Growth Fund ‘A’		373,716		2,993,466


TOTAL INVESTMENTS - 99.13% (Cost $18,241,650)				18,302,890

OTHER ASSETS AND LIABILITIES, NET - 0.87%				160,855


NET ASSETS - 100.00%			$	18,463,745

See Notes to Financial Statements

B-1

PACIFIC FUNDS
PF AIM BLUE CHIP FUND
Schedule of Investments
March 31, 2004

	Shares		Value

COMMON STOCKS - 92.80%

Autos & Transportation - 0.97%

Canadian National Railway Co (Canada)		3,150	$	123,890
United Parcel Service Inc ‘B’		1,700		118,728

				242,618

Consumer Discretionary - 17.18%

Apollo Group Inc ‘A’ *		3,350		288,468
Avon Products Inc		2,000		151,740
Bed Bath & Beyond Inc *		4,500		187,920
Best Buy Co Inc		3,400		175,848
Carnival Corp		3,040		136,526
Cendant Corp		7,800		190,242
Clear Channel Communications Inc		2,900		122,815
eBay Inc *		1,900		131,727
International Game Technology		3,800		170,848
McDonald’s Corp		7,000		199,990
Nike Inc ‘B’		2,300		179,101
Omnicom Group Inc		3,100		248,775
Staples Inc *		5,900		149,801
Starwood Hotels & Resorts Worldwide Inc		2,900		117,450
Target Corp		3,800		171,152
The Gap Inc		7,700		168,784
The Home Depot Inc		10,600		396,016
Viacom Inc ‘B’		7,250		284,273
Wal-Mart Stores Inc **		11,300		674,497
Waste Management Inc		4,900		147,882

				4,293,855

Consumer Staples - 5.41%

Colgate-Palmolive Co		3,000		165,300
PepsiCo Inc		3,500		188,475
Procter & Gamble Co		4,800		503,424
Sysco Corp		6,500		253,825
The Coca-Cola Co		4,800		241,440

				1,352,464

Energy - 0.94%

ENSCO International Inc		3,300		92,961
Nabors Industries Ltd * (Barbados)		3,100		141,825

				234,786

Financial Services - 21.07%

American Express Co		7,200		373,320
American International Group Inc		7,600		542,260
Bank of America Corp		2,300		186,254
Citigroup Inc **		17,000		878,900
Fannie Mae		3,750		278,812
First Data Corp		6,100		257,176
Fiserv Inc *		3,600		128,772
Franklin Resources Inc		3,250		180,960
J.P. Morgan Chase & Co		11,700		490,815
MBNA Corp		8,700		240,381
Merrill Lynch & Co Inc		5,700		339,492
Morgan Stanley		5,300		303,690
Prudential Financial Inc		3,500		156,730
SLM Corp		3,400		142,290
The Allstate Corp		2,700		122,742
The Goldman Sachs Group Inc		3,400		354,790
Wells Fargo & Co		5,100		289,017

				5,266,401

Health Care - 13.29%

Allergan Inc		2,300		193,568
Amgen Inc *		5,500		319,935
Boston Scientific Corp *		7,400		313,612
Eli Lilly & Co		2,000		133,800
Forest Laboratories Inc *		700		50,134
Johnson & Johnson		3,800		192,736
Medtronic Inc		5,500		262,625
Pfizer Inc **		20,200		708,010
St. Jude Medical Inc *		1,900		136,990
Teva Pharmaceutical Industries Ltd ADR (Israel)		2,900		183,889
UnitedHealth Group Inc		5,700		367,308
Wyeth		3,200		120,160
Zimmer Holdings Inc *		4,600		339,388

				3,322,155

Integrated Oils - 2.43%

Exxon Mobil Corp		14,600		607,214

Materials & Processing - 2.01%

Air Products & Chemicals Inc		3,000		150,360
Alcoa Inc		5,100		176,919
E.I. du Pont de Nemours & Co		1,500		63,330
The Dow Chemical Co		2,800		112,784

				503,393

Multi-Industry - 5.88%

3M Co		1,500		122,805
Fortune Brands Inc		1,700		130,271
General Electric Co **		22,000		671,440
Schlumberger Ltd		3,200		204,320
Tyco International Ltd (Bermuda)		11,900		340,935

				1,469,771

Producer Durables - 4.34%

Applied Materials Inc *		8,700		186,006
Danaher Corp		2,550		238,093
Ingersoll-Rand Co Ltd ‘A’ (Bermuda)		3,150		213,098
KLA-Tencor Corp *		2,700		135,945
United Technologies Corp		3,600		310,680

				1,083,822

Technology - 16.29%

Analog Devices Inc		3,800		182,438
Cisco Systems Inc * **		28,300		665,616
Dell Inc *		12,200		410,164
EMC Corp MA *		18,100		246,341
Intel Corp **		16,700		454,240
International Business Machines Corp		2,700		247,968
Linear Technology Corp		3,650		135,123
Microchip Technology Inc		5,300		140,768
Microsoft Corp **		28,800		719,136
Oracle Corp *		18,400		220,984
Texas Instruments Inc		6,700		195,774
VERITAS Software Corp *		9,600		258,336
Xilinx Inc *		5,150		195,700

				4,072,588

Utilities - 2.99%

Dominion Resources Inc VA		1,900		122,170
FPL Group Inc		1,800		120,330
Nextel Communications Inc ‘A’ *		2,650		65,535
SBC Communications Inc		5,100		125,154

See Notes to Financial Statements

See explanation of symbols on B-29

B-2

PACIFIC FUNDS
PF AIM BLUE CHIP FUND
Schedule of Investments (Continued)
March 31, 2004

	Shares		Value


The Southern Co		4,000	$	122,000
Vodafone Group PLC ADR (United Kingdom)		8,000		191,200

				746,389


Total Common Stocks (Cost $20,822,257)				23,195,456

	Principal Amount


SHORT-TERM INVESTMENTS - 7.19%

U.S. Government Agency Issue - 6.79%

Federal Home Loan Bank
0.970% due 04/01/04	$	1,697,000		1,697,000

U.S. Treasury Bill - 0.40%

0.915% due 06/17/04 **		100,000		99,807


Total Short-Term Investments (Cost $1,796,805)				1,796,807


TOTAL INVESTMENTS - 99.99% (Cost $22,619,062)				24,992,263

OTHER ASSETS AND LIABILITIES, NET - 0.01%				2,880


NET ASSETS - 100.00%			$	24,995,143

Note to Schedule of Investments

(a) Securities with an approximate aggregate market value of $2,908,861 were segregated with the custodian to cover margin requirements for the following open futures contracts at March 31, 2004:

Type	Number of Contracts		Notional Amount			Unrealized Appreciation

S&P EMINI Futures (06/04)		14		$	700		$	13,307

See Notes to Financial Statements

See explanation of symbols on B-29

B-3

PACIFIC FUNDS
PF AIM AGGRESSIVE GROWTH FUND
Schedule of Investments
March 31, 2004

	Shares		Value

COMMON STOCKS - 92.49%

Autos & Transportation - 3.39%

C.H. Robinson Worldwide Inc		1,900	$	78,850
Expeditors International of Washington Inc		1,980		78,190
Gentex Corp		2,200		95,436
Lear Corp		350		21,686
Sirva Inc *		1,400		33,768

				307,930

Consumer Discretionary - 32.21%

Aeropostale Inc *		1,400		50,764
Apollo Group Inc ‘A’ *		1,825		157,151
Arbitron Inc *		500		20,130
Belo Corp ‘A’		1,700		47,192
Best Buy Co Inc		2,100		108,612
CarMax Inc *		800		23,360
CDW Corp		2,440		164,968
Chico’s FAS Inc *		850		39,440
Cintas Corp		2,200		95,678
Citadel Broadcasting Co *		2,900		50,605
Coach Inc *		900		36,891
Corporate Executive Board Co		1,800		84,600
CoStar Group Inc *		1,450		53,490
eBay Inc *		700		48,531
Electronic Arts Inc *		400		21,584
Entercom Communications Corp *		1,150		52,060
Fastenal Co		2,180		117,044
Fisher Scientific International Inc *		2,250		123,840
Foot Locker Inc		800		20,640
Fred’s Inc		600		14,562
Getty Images Inc *		1,800		97,164
Harman International Industries Inc		700		55,720
Hot Topic Inc *		1,400		37,030
Iron Mountain Inc *		1,005		44,853
Krispy Kreme Doughnuts Inc *		1,200		41,208
Lamar Advertising Co *		1,800		72,396
Marvel Enterprises Inc *		1,200		23,028
MSC Industrial Direct Co Inc ‘A’		2,150		64,392
Omnicom Group Inc		1,100		88,275
Pacific Sunwear of California Inc *		1,750		42,945
Pep Boys-Manny Moe & Jack		900		24,975
PETCO Animal Supplies Inc *		1,200		33,816
Regis Corp		1,000		44,440
Robert Half International Inc *		5,900		139,358
Sonic Corp *		685		23,482
Staples Inc *		6,350		161,227
Starbucks Corp *		590		22,273
The Cheesecake Factory Inc *		1,050		48,437
The Men’s Wearhouse Inc *		1,700		45,169
Tiffany & Co		1,800		68,706
Tractor Supply Co *		2,700		104,544
United Online Inc *		2,700		44,982
University of Phoenix Online *		700		60,914
Univision Communications Inc ‘A’ *		2,385		78,729
Williams-Sonoma Inc *		3,820		130,644

				2,929,849

Financial Services - 15.27%

Affiliated Computer Services Inc ‘A’ *		900		46,710
Affiliated Managers Group Inc *		1,050		57,309
Alliance Data Systems Corp *		5,400		181,170
CheckFree Corp *		2,700		79,542
Chicago Mercantile Exchange Inc		475		45,951
Euronet Worldwide Inc *		1,900		36,119
Fiserv Inc *		3,000		107,310
HCC Insurance Holdings Inc		720		23,278
Investors Financial Services Corp		4,480		185,114
Legg Mason Inc		1,380		128,036
Lehman Brothers Holdings Inc		1,200		99,444
Moody’s Corp		1,000		70,800
New York Community Bancorp Inc		2,620		89,814
Paychex Inc		1,550		55,180
Southwest Bancorp of Texas Inc		1,050		39,616
SunGard Data Systems Inc *		1,000		27,400
T. Rowe Price Group Inc		2,150		115,735

				1,388,528

Health Care - 11.95%

Biomet Inc		2,000		76,720
Caremark Rx Inc *		3,950		131,337
Cooper Cos Inc		900		48,600
Health Management Associates Inc ‘A’		2,010		46,652
Henry Schein Inc *		800		57,136
Invitrogen Corp *		600		43,014
Medicis Pharmaceutical Corp ‘A’		2,320		92,800
Omnicare Inc		2,100		93,093
Patterson Dental Co *		670		45,969
ResMed Inc *		1,900		85,861
St. Jude Medical Inc *		1,500		108,150
Taro Pharmaceutical Industries Ltd * (Israel)		1,600		92,784
Varian Medical Systems Inc *		580		50,060
Zimmer Holdings Inc *		1,550		114,359

				1,086,535

Materials & Processing - 0.43%

The Valspar Corp		800		39,384


Multi-Industry - 1.57%

Brunswick Corp		1,100		44,913
Eaton Corp		1,750		98,332

				143,245

Producer Durables - 6.27%

Agilent Technologies Inc *		1,300		41,119
Danaher Corp		1,500		140,055
Deere & Co		1,100		76,241
Engineered Support Systems Inc		800		39,032
Joy Global Inc		1,800		50,526
Littelfuse Inc *		700		26,040
Plantronics Inc *		2,100		76,881
Polycom Inc *		850		18,046
Tektronix Inc		1,500		49,065
Waters Corp *		1,300		53,092

				570,097

Technology - 21.40%

Acxiom Corp		2,200		48,312
Adobe Systems Inc		1,250		49,287
ADTRAN Inc		1,600		48,048
Advanced Fibre Communications Inc *		1,300		28,639
Altera Corp *		4,400		89,980
AMIS Holdings Inc *		3,300		53,559
Analog Devices Inc		1,900		91,219
Avaya Inc *		1,300		20,644
Avocent Corp *		2,050		75,420
BMC Software Inc *		3,700		72,335
Broadcom Corp ‘A’ *		1,200		47,004
CACI International Inc ‘A’ *		1,400		60,200
Cognos Inc * (Canada)		2,000		62,120
Comverse Technology Inc *		7,200		130,608
Electronics for Imaging Inc *		1,800		44,226
Emulex Corp *		1,300		27,677

See Notes to Financial Statements

See explanation of symbols on B-29

B-4

PACIFIC FUNDS
PF AIM AGGRESSIVE GROWTH FUND
Schedule of Investments (Continued)
March 31, 2004

	Shares		Value

Fairchild Semiconductor International Inc *		2,000	$	48,060
Foundry Networks Inc *		2,700		46,359
Intersil Corp ‘A’		1,800		40,122
L-3 Communications Holdings Inc		800		47,584
Linear Technology Corp		2,300		85,146
Marvell Technology Group Ltd * (Bermuda)		2,100		94,605
Maxim Integrated Products Inc		1,800		84,762
MEMC Electronic Materials Inc *		5,600		51,240
Microchip Technology Inc		3,925		104,248
National Instruments Corp		1,350		42,471
OmniVision Technologies Inc *		1,800		49,158
QLogic Corp *		700		23,107
Rockwell Automation Inc		3,100		107,477
Storage Technology Corp *		1,000		27,830
Symantec Corp *		850		39,355
Tekelec *		1,700		28,203
UTStarcom Inc *		970		27,897
VERITAS Software Corp *		1,600		43,056
Zebra Technologies Corp ‘A’ *		100		6,937

				1,946,895


Total Common Stocks (Cost $6,944,072)				8,412,463


	Principal Amount


SHORT-TERM INVESTMENT - 6.55%

U.S. Government Agency Issue - 6.55%

Federal Home Loan Bank
0.970% due 04/01/04	$	596,000		596,000


Total Short-Term Investment (Cost $596,000)				596,000


TOTAL INVESTMENTS - 99.04% (Cost $7,540,072)				9,008,463


OTHER ASSETS AND LIABILITIES, NET - 0.96%				87,381


NET ASSETS - 100.00%			$	9,095,844

See Notes to Financial Statements

See explanation of symbols on B-29

B-5

PACIFIC FUNDS
PF GOLDMAN SACHS SHORT DURATION BOND FUND
Schedule of Investments
March 31, 2004

	Principal Amount		Value


U.S. GOVERNMENT AGENCY ISSUES - 32.83%

Fannie Mae
2.500% due 03/09/06	$	500,000	$	502,897
Federal Home Loan Bank
2.100% due 11/21/05		1,000,000		1,008,338
2.750% due 11/15/06		500,000		508,430
3.500% due 11/15/07		500,000		516,020
6.500% due 11/15/05		500,000		539,292
Freddie Mac
3.000% due 12/15/06		500,000		503,944
3.000% due 01/30/07		500,000		502,716
3.000% due 07/27/07		410,000		412,996


Total U.S. Government Agency Issues (Cost $4,462,552)				4,494,633


U.S. TREASURY OBLIGATIONS - 53.25%

U.S. Treasury Notes - 51.70%

1.250% due 05/31/05		1,100,000		1,101,032
1.500% due 02/28/05		3,000,000		3,011,253
1.625% due 02/28/06		1,400,000		1,402,626
1.875% due 01/31/06		1,050,000		1,057,302
2.250% due 02/15/07		500,000		504,414

				7,076,627

U.S. Treasury Strips - 1.55%

0.000% due 05/15/12 (PO)		200,000		146,962
0.000% due 05/15/14 (PO)		100,000		65,527

				212,489


Total U.S. Treasury Obligations (Cost $7,270,182)				7,289,116


	Shares


SHORT-TERM INVESTMENTS - 8.87%

Money Market Funds - 8.87%

BlackRock Liquidity Funds Institutional TempCash		607,178		607,178
BlackRock Liquidity Funds Institutional TempFund		607,178		607,178

				1,214,356


Total Short-Term Investments (Cost $1,214,356)				1,214,356


TOTAL INVESTMENTS - 94.95% (Cost $12,947,090)				12,998,105


OTHER ASSETS AND LIABILITIES, NET - 5.05%				691,703


NET ASSETS - 100.00%			$	13,689,808

Notes to Schedule of Investments

(a)s The amount of $50,000 in cash was segregated with the custodian to cover margin requirements for the following open futures contracts at March 31, 2004:

Type	Number of Contracts	Notional Amount		Unrealized Appreciation (Depreciation)

90-Day Eurodollar Futures (09/04)	4	$	4,000,000		$	(50	)
90-Day Eurodollar Futures (06/05)	4	$	4,000,000			320
U.S. Treasury 2-Year Notes (06/04)	7	$	1,400,000			4,842
U.S. Treasury 5-Year Notes (06/04)	4	$	400,000			(2,750	)
U.S. Treasury 20-Year Notes (06/04)	1	$	100,000			(1,375	)

					$	987

(b) PO - Principal Only

See Notes to Financial Statements

B-6

PACIFIC FUNDS
PF INVESCO HEALTH SCIENCES FUND
Schedule of Investments
March 31, 2004

	Shares		Value


COMMON STOCKS - 91.90%

Consumer Staples - 3.78%

Procter & Gamble Co		2,665	$	279,505


Health Care - 82.81%

Abbott Laboratories		2,260		92,886
Aetna Inc		3,500		314,020
Alcon Inc (Switzerland)		2,700		170,910
Allergan Inc		1,800		151,488
Amgen Inc *		2,700		157,059
Anthem Inc *		2,700		244,728
Aventis SA ADR (France)		2,100		161,490
Barr Laboratories Inc *		2,250		103,275
Biogen Idec Inc *		3,300		183,480
Boston Scientific Corp *		5,200		220,376
Bristol-Myers Squibb Co		2,900		70,267
Caremark Rx Inc *		8,370		278,302
Community Health Systems Inc *		2,700		75,141
Coventry Health Care Inc *		3,950		167,204
Elan Corp PLC ADR * (Ireland)		5,500		113,410
Eli Lilly & Co		1,000		66,900
Forest Laboratories Inc *		2,800		200,536
Genentech Inc *		800		84,656
Genzyme Corp *		1,400		65,856
Guidant Corp		2,400		152,088
Health Management Associates Inc ‘A’		3,300		76,593
Invitrogen Corp *		1,500		107,535
Johnson & Johnson		2,140		108,541
Kinetic Concepts Inc *		1,800		80,730
King Pharmaceuticals Inc *		1,100		18,524
Medco Health Solutions Inc *		6,089		207,026
Medtronic Inc		3,500		167,125
Merck & Co Inc		1,700		75,123
Novartis AG ADR (Switzerland)		3,037		129,376
Pfizer Inc		4,800		168,240
Pharmaceutical Resources Inc *		1,100		62,546
Roche Holding AG (Switzerland)		1,966		192,045
Sankyo Co Ltd. (Japan)		4,000		87,086
Shire Pharmaceuticals Group PLC ADR * (United Kingdom)		7,500		220,725
St. Jude Medical Inc *		2,300		165,830
Teva Pharmaceutical Industries Ltd ADR (Israel)		2,820		178,816
Triad Hospitals Inc *		1,700		52,394
UnitedHealth Group Inc		4,802		309,441
Valeant Pharmaceuticals International		3,800		90,706
WellPoint Health Networks Inc *		1,400		159,208
Wyeth		2,400		90,120
Yamanouchi Pharmaceutical Co Ltd (Japan)		2,700		92,911
Zimmer Holdings Inc *		2,860		211,011

				6,125,724

Multi-Industry - 4.28%

Takeda Chemical Industries Ltd (Japan)		5,300		236,382
Tyco International Ltd (Bermuda)		2,800		80,220

				316,602

Producer Durables - 1.03%

Thermo Electron Corp *		2,700		76,356


Total Common Stocks (Cost $5,412,111)				6,798,187


SHORT-TERM INVESTMENT - 3.02%

Money Market Funds - 3.02%

BlackRock Liquidity Funds Institutional TempCash		223,751		223,751


Total Short-Term Investment (Cost $223,751)				223,751


TOTAL INVESTMENTS - 94.92% (Cost $5,635,862)				7,021,938

OTHER ASSETS AND LIABILITIES, NET - 5.08%				375,690


NET ASSETS - 100.00%			$	7,397,628

See Notes to Financial Statements

See explanation of symbols on B-29

B-7

PACIFIC FUNDS
PF INVESCO TECHNOLOGY FUND
Schedule of Investments
March 31, 2004

	Shares		Value


COMMON STOCKS - 94.99%

Consumer Discretionary - 9.14%

CDW Corp		700	$	47,327
eBay Inc *		1,400		97,062
Electronic Arts Inc *		300		16,122
Sirius Satellite Radio Inc *		7,400		25,160
SkillSoft PLC ADR * (Ireland)		3,600		46,440
Time Warner Inc *		4,500		75,870
United Online Inc *		1,600		26,656
VeriSign Inc *		5,000		82,950
Yahoo! Inc *		2,700		131,193

				548,780


Financial Services - 3.85%

Affiliated Computer Services Inc ‘A’ *		500		25,950
Automatic Data Processing Inc		1,100		46,200
DST Systems Inc *		1,300		58,955
Fair Isaac Corp		900		32,472
Paychex Inc		1,900		67,640

				231,217

Health Care - 4.40%

Biogen Idec Inc *		1,600		88,960
Boston Scientific Corp *		1,600		67,808
Genentech Inc *		300		31,746
Teva Pharmaceutical Industries Ltd ADR (Israel)		1,200		76,092

				264,606

Producer Durables - 4.91%

Applied Materials Inc *		2,400		51,312
Arris Group Inc *		3,200		29,440
KLA-Tencor Corp *		800		40,280
Lam Research Corp *		1,300		32,773
Lexmark International Inc *		1,100		101,200
Teradyne Inc *		1,300		30,979
Xerox Corp *		600		8,742

				294,726

Technology - 68.55%

Accenture Ltd ‘A’ * (Bermuda)		600		14,880
Advanced Fibre Communications Inc *		1,300		28,639
Advanced Mirco Devices Inc *		1,900		30,837
Agere Systems Inc ‘A’ *		7,100		22,791
Alcatel SA ADR (France) *		2,800		44,380
Altera Corp *		2,700		55,215
Amdocs Ltd * (United Kingdom)		2,700		75,033
Amphenol Corp ‘A’ *		1,600		47,520
Analog Devices Inc		1,100		52,811
Apple Computer Inc *		3,300		89,265
Applied Micro Circuits Corp *		3,500		20,125
Arrow Electronics Inc *		600		15,276
ASML Holding NV ‘NY’ * (Netherlands)		1,600		29,328
AU Optronics Corp ADR (Taiwan)		2,100		43,890
Avaya Inc *		3,000		47,640
BEA Systems Inc *		5,400		68,904
Broadcom Corp ‘A’ *		2,300		90,091
Chartered Semiconductor Manufacturing Ltd ADR * (Singapore)		1,600		15,088
Check Point Software Technologies Ltd * (Israel)		2,800		63,756
CIENA Corp *		3,700		18,389
Cisco Systems Inc *		8,200		192,864
Cognizant Technology Solutions Corp *		800		36,200
Cognos Inc * (Canada)		700		21,742
Computer Associates International Inc		2,300		61,778
Comverse Technology Inc *		4,200		76,188
Corning Inc *		5,500		61,490
Cypress Semiconductor Corp *		2,100		42,987
Dell Inc *		1,900		63,878
EMC Corp MA *		10,500		142,905
Emulex Corp *		1,800		38,322
Fairchild Semiconductor International Inc *		900		21,627
FileNET Corp *		1,400		37,310
Flextronics International Ltd * (Singapore)		5,300		91,266
Foundry Networks Inc *		1,400		24,038
Hewlett-Packard Co		2,000		45,680
Hyperion Solutions Corp *		1,300		53,885
Intel Corp		2,000		54,400
International Business Machines Corp		600		55,104
International Rectifier Corp *		500		22,995
Jabil Circuit Inc *		2,100		61,803
JDS Uniphase Corp *		10,100		41,107
Juniper Networks Inc *		2,700		70,227
KEMET Corp *		900		12,906
Linear Technology Corp		1,200		44,424
Lucent Technologies Inc *		4,500		18,495
Marvell Technology Group Ltd * (Bermuda)		900		40,545
Maxim Integrated Products Inc		1,800		84,762
Mercury Interactive Corp *		1,400		62,720
Microchip Technology Inc		2,100		55,776
Micron Technology Inc *		1,800		30,078
Microsoft Corp		4,700		117,359
Motorola Inc		4,500		79,200
National Semiconductor Corp *		1,100		48,873
NetScreen Technologies Inc *		900		32,787
Network Appliance Inc *		2,100		45,045
Nokia OYJ ADR (Finland)		1,450		29,406
Nomura Research Institute Ltd (Japan)		200		22,762
Nortel Networks Corp * (Canada)		7,000		41,580
Novell Inc *		6,600		75,108
Oracle Corp *		6,700		80,467
PMC-Sierra Inc *		300		5,091
QUALCOMM Inc		900		59,778
Red Hat Inc *		1,700		38,862
Samsung Electronics Co Ltd GDR (South Korea)		200		49,893
Sanmina-SCI Corp *		5,000		55,050
SAP AG ADR (Germany)		2,300		90,413
Siebel Systems Inc *		3,500		40,285
Silicon Laboratories Inc *		800		42,304
Sycamore Networks Inc *		4,100		16,728
Symantec Corp *		2,680		124,084
Taiwan Semiconductor Manufacturing Co Ltd ADR * (Taiwan)		6,111		63,799
Telefonaktiebolaget LM Ericsson ADR * (Sweden)		3,000		83,250
Texas Instruments Inc		3,800		111,036
United Microelectronics Corp ADR * (Taiwan)		3,072		15,974
VERITAS Software Corp *		700		18,837
Vishay Intertechnology Inc *		1,600		34,144
Vitesse Semiconductor Corp *		4,100		29,069
Xilinx Inc *		2,200		83,600
Zebra Technologies Corp ‘A’ *		600		41,622

				4,117,766

Utilities - 4.14%

Cox Communications Inc ‘A’ *		1,400		44,240
Nextel Communications Inc ‘A’ *		3,600		89,028
Nextel Partners Inc ‘A’ *		2,800		35,448
Nippon Telegraph & Telephone ADR (Japan)		214		6,065
Vodafone Group PLC ADR (United Kingdom)		3,100		74,090

				248,871


Total Common Stocks (Cost $4,453,642)				5,705,966

See Notes to Financial Statements

See explanation of symbols on B-29

B-8

PACIFIC FUNDS
PF INVESCO TECHNOLOGY FUND
Schedule of Investments (Continued)
March 31, 2004

	Shares		Value


SHORT-TERM INVESTMENT - 3.06%

Money Market Fund - 3.06%

BlackRock Liquidity Funds Institutional TempCash		183,718	$	183,718


Total Short-Term Investment (Cost $183,718)				183,718


TOTAL INVESTMENTS - 98.05% (Cost $4,637,360)				5,889,684


OTHER ASSETS AND LIABILITIES, NET - 1.95%				117,225


NET ASSETS - 100.00%			$	6,006,909

Notes to Schedule of Investments

(a) Transactions in written call options for the year ended March 31, 2004, were as follows:

	Number of Contracts			Premium

Outstanding, March 31, 2003		16		$	2,272
Options Written		123			13,019
Options Expired		(83	)		(7,300	)
Options Repurchased		(37	)		(5,672	)

Outstanding, March 31, 2004		19		$	2,319

(b) Premiums received and value of written options outstanding at March 31, 2004:

Type	Notional Amount		Premium			Value

Call - CBOE Dell Inc Strike @ 35.00 Exp 05/22/04	$	1,900		$	2,319	$	1,330

See Notes to Financial Statements

B-9

PACIFIC FUNDS
PF JANUS GROWTH LT FUND
Schedule of Investments
March 31, 2004

	Shares		Value

COMMON STOCKS - 93.37%

Autos & Transportation - 3.07%

C.H. Robinson Worldwide Inc		1,505	$	62,457
Canadian National Railway Co (Canada)		5,447		214,230
FedEx Corp		1,065		80,045
Kansas City Southern *		2,315		32,179

				388,911

Consumer Discretionary - 21.62%

Amazon.com Inc *		5,210		225,489
Avon Products Inc		1,660		125,944
British Sky Broadcasting Group PLC (United Kingdom)		5,932		73,971
Clear Channel Communications Inc		1,050		44,467
eBay Inc *		475		32,932
EchoStar Communications Corp ‘A’ *		3,760		123,140
Electronic Arts Inc *		1,805		97,398
Harman International Industries Inc		800		63,680
International Game Technology		1,565		70,362
Kohl’s Corp *		530		25,615
Lamar Advertising Co *		1,615		64,955
Liberty Media Corp ‘A’ *		59,331		649,674
LVMH Moet Hennessy Louis Vuitton SA (France)		764		56,145
Marvel Enterprises Inc *		2,570		49,318
PETsMART Inc		1,975		53,839
Staples Inc *		3,835		97,371
Starwood Hotels & Resorts Worldwide Inc		4,700		190,350
Time Warner Inc *		18,210		307,021
Yahoo! Inc *		8,050		391,150

				2,742,821

Consumer Staples - 0.44%

Whole Foods Market Inc		750		56,212


Energy - 0.48%

BJ Services Co *		1,415		61,227


Financial Services - 16.65%

American International Group Inc		1,015		72,420
Bangkok Bank PCL * NVDR (Thailand)		20,500		47,741
Bank One Corp		3,265		178,008
Berkshire Hathaway Inc ‘B’ *		153		475,985
Citigroup Inc		3,855		199,304
ETRADE Financial Corp		7,220		96,387
Fannie Mae		1,855		137,919
Fifth Third Bancorp		2,235		123,752
Franklin Financial Corp TN		125		3,945
Freddie Mac		2,205		130,227
MBNA Corp		3,045		84,133
MGIC Investment Corp		2,425		155,758
The Allstate Corp		2,755		125,242
The Goldman Sachs Group Inc		2,400		250,440
Travelers Property Casualty Corp ‘B’		1,810		31,259

				2,112,520

Health Care - 15.38%

Anthem Inc *		1,385		125,536
Caremark Rx Inc *		4,890		162,592
Forest Laboratories Inc *		3,485		249,596
Guidant Corp		3,135		198,665
Medco Health Solutions Inc *		2,305		78,370
Medtronic Inc		3,750		179,063
Pfizer Inc		7,285		255,339
Roche Holding AG (Switzerland)		3,801		371,294
UnitedHealth Group Inc		4,830		311,245
WellPoint Health Networks Inc *		165		18,764

				1,950,464

Integrated Oils - 1.14%

EnCana Corp (Canada)		2,362		101,885
YUKOS ADR (Russia)		715		43,186

				145,071

Materials & Processing - 1.40%

Givaudan SA (Switzerland)		155		79,161
POSCO (South Korea)		360		50,870
Syngenta AG (Switzerland)		518		37,781
Syngenta AG ADR (Switzerland)		710		10,246

				178,058

Multi-Industry - 3.76%

Tyco International Ltd (Bermuda)		16,625		476,306

Producer Durables - 3.78%

Applied Materials Inc *		8,170		174,675
Komatsu Ltd (Japan)		10,000		63,440
Lexmark International Inc *		175		16,100
Lockheed Martin Corp		3,515		160,425
Northrop Grumman Corp		660		64,957

				479,597

Technology - 20.72%

Amdocs Ltd * (United Kingdom)		390		10,838
BMC Software Inc *		3,235		63,244
Cisco Systems Inc *		18,435		433,591
Computer Associates International Inc		12,360		331,990
Corning Inc *		5,240		58,583
Dell Inc *		1,825		61,356
Microsoft Corp		9,080		226,728
Motorola Inc		3,090		54,384
Nokia OYJ ADR (Finland)		17,185		348,512
Oracle Corp *		5,680		68,217
Samsung Electronics Co Ltd (South Korea)		1,050		523,878
Symantec Corp *		3,695		171,079
Synopsys Inc *		2,565		74,282
Texas Instruments Inc		6,900		201,618

				2,628,300

Utilities - 4.93%

AT&T Wireless Services Inc *		535		7,281
Cablevision Systems Corp ‘A’ *		11,243		257,240
Comcast Corp Special ‘A’ *		8,450		235,586
Cox Communications Inc ‘A’ *		3,975		125,610

				625,717


Total Common Stocks (Cost $9,629,045)				11,845,204


	Principal Amount


SHORT-TERM INVESTMENTS - 8.48%

U.S. Government Agency Issue - 7.88%

Fannie Mae 1.030% due 04/01/04	$	1,000,000		1,000,000

See Notes to Financial Statements

See explanation of symbols on B-29

B-10

PACIFIC FUNDS
PF JANUS GROWTH LT FUND
Schedule of Investments (Continued)
March 31, 2004

	Shares		Value


Money Market Funds - 0.60%

BlackRock Liquidity Funds Institutional TempCash		37,976	$	37,976
BlackRock Liquidity Funds Institutional TempFund		37,976		37,976

				75,952


Total Short-Term Investments (Cost $1,075,952)				1,075,952


TOTAL INVESTMENTS - 101.85% (Cost $10,704,997)				12,921,156


OTHER ASSETS AND LIABILITIES, NET - (1.85%)				(234,683	)


NET ASSETS - 100.00%			$	12,686,473

Notes to Schedule of Investments

(a) Forward foreign currency contracts outstanding at March 31, 2004 were as follows:

Contracts to Buy or to Sell	Currency		Principal Amount Covered by Contracts		Expiration		Unrealized Appreciation (Depreciation)

Sell		CHF		50,000		04/04		$	(1,646	)
Sell		CHF		25,000		04/04			259
Sell		CHF		70,000		09/04			(165	)
Sell		EUR		90,000		09/04			(1,936	)

								$	(3,488	)

(b) Principal amount denoted in the indicated currency:

CHF – Swiss Franc
EUR – Eurodollar

See Notes to Financial Statements

B-11

PACIFIC FUNDS
PF LAZARD INTERNATIONAL VALUE FUND
Schedule of Investments
March 31, 2004

	Shares		Value

COMMON STOCKS - 91.06%

Denmark - 1.96%

Danske Bank AS		18,300	$	413,832


Finland - 3.88%

Nokia OYJ		40,000		819,918


France - 9.70%

Aventis SA		5,300		407,397
AXA		19,700		411,072
Societe Generale		7,300		623,479
Total SA		3,300		605,869

				2,047,817


Germany - 1.96%

Siemens AG		5,600		413,390


Ireland - 2.93%

Allied Irish Banks PLC		41,517		619,383


Italy - 4.78%

ENI SPA		30,300		609,172
Sanpaolo IMI SPA		35,000		398,715

				1,007,887

Japan - 8.32%

Canon Inc		12,800		663,161
Kao Corp		28,000		640,554
Nomura Holdings Inc		24,800		451,733

				1,755,448

Netherlands - 8.79%

ABN Amro Holding NV		18,400		410,401
Heineken NV		20,900		837,295
Royal Dutch Petroleum Co		12,800		607,958

				1,855,654

Switzerland - 17.60%

Compagnie Financiere Richemont AG ‘A’		15,700		421,980
Credit Suisse Group		12,100		419,300
Nestle SA		2,400		611,911
Novartis AG		14,600		620,026
Roche Holding AG		4,300		420,038
Swiss Reinsurance Co		6,000		413,466
UBS AG		10,900		809,638

				3,716,359

United Kingdom - 31.14%

Barclays PLC		93,700		825,306
BP PLC		74,200		621,845
Cadbury Schweppes PLC		105,042		828,197
Diageo PLC		47,200		615,037
GlaxoSmithKline PLC		42,000		824,392
HSBC Holdings PLC		55,059		818,634
Tesco PLC		91,200		411,909
Unilever PLC		83,400		825,401
Vodafone Group PLC		339,800		804,051

				6,574,772


Total Common Stocks (Cost $16,173,917)				19,224,460


SHORT-TERM INVESTMENTS - 8.82%

Money Market Funds - 8.82%

BlackRock Liquidity Funds Institutional TempCash		931,266		931,266
BlackRock Liquidity Funds Institutional TempFund		931,266		931,266

				1,862,532


Total Short-Term Investments (Cost $1,862,532)				1,862,532


TOTAL INVESTMENTS - 99.88% (Cost $18,036,449)				21,086,992

OTHER ASSETS AND LIABILITIES, NET - 0.12%				24,418


NET ASSETS - 100.00%			$	21,111,410

Note to Schedule of Investments

(a) At March 31, 2004, the Fund’s equity securities were diversified as a percentage of net assets as follows:

Financial Services	31.33	%
Consumer Staples	19.56	%
Health Care	10.76	%
Integrated Oils	8.70	%
Technology	7.02	%
Utilities	3.81	%
Materials & Processing	3.03	%
Energy	2.89	%
Consumer Discretionary	2.00	%
Multi-Industry	1.96	%

Total Equity Securities	91.06	%

See Notes to Financial Statements

B-12

PACIFIC FUNDS
PF MFS INTERNATIONAL LARGE-CAP FUND
Schedule of Investments
March 31, 2004

	Shares		Value


WARRANTS - 0.00%

South Africa - 0.00%

Bidvest Group Ltd		28	$	28


Total Warrants (Cost $0)				28


COMMON STOCKS - 95.35%

Australia - 4.16%

QBE Insurance Group Ltd		40,221		343,302
The News Corp Ltd		35,086		315,545

				658,847

Austria - 1.63%

Erste Bank der Oesterreichischen Sparkassen AG		1,730		258,945


Brazil - 1.75%

Brasil Telecom Participacoes SA ADR		4,220		144,113
Cia Vale do Rio Doce ADR		2,410		132,309

				276,422

Canada - 3.20%

BCE Inc		11,280		236,801
Canadian National Railway Co		4,285		168,529
EnCana Corp		2,360		101,798

				507,128

China - 0.11%

Semiconductor Manufacturing International Corp *		60,000		18,098


France - 15.43%

AXA		17,170		358,280
Credit Agricole SA		8,883		231,971
France Telecom SA *		8,150		208,522
L’Air Liquide SA		2,060		350,616
L’Oreal SA		2,390		182,979
Sanofi-Synthelabo SA		3,295		215,215
Schneider Electric SA		3,594		234,082
Societe Television Francaise 1		3,636		115,460
Total SA		1,770		324,966
Veolia Environnement		7,980		222,609

				2,444,700

Germany - 2.29%

Bayerische Motoren Werke AG		5,350		217,553
Schering AG		3,070		145,287

				362,840

Hong Kong - 1.40%

Esprit Holdings Ltd		53,000		222,446


Hungary - 1.20%

OTP Bank RT GDR *		5,040		190,512


Ireland - 1.95%

Anglo Irish Bank Corp PLC		18		288
DEFPA Bank PLC		1,250		196,623
Irish Life & Permanent PLC		6,820		111,803

				308,714

Italy - 1.00%

Riunione Adriatica di Sicurta SPA		8,890		158,957


Japan - 13.55%

Bridgestone Corp		9,000		141,270
Canon Inc		7,000		362,666
Chugai Pharmaceutical Co Ltd		13,900		221,256
Citizen Watch Co Ltd		11,000		109,117
Honda Motor Co Ltd		5,000		230,692
KDDI Corp		34		191,839
Murata Manufacturing Co Ltd		3,200		203,316
Seiko Epson Corp		5,300		213,967
Tokyo Broadcasting Systems Inc		4,500		90,402
Tokyo Gas Co Ltd		50,640		191,783
Yamaha Corp		10,200		190,696

				2,147,004

Mexico - 1.06%

Grupo Televisia SA ADR		3,530		167,110


Netherlands - 1.32%

Reed Elsevier NV		15,890		209,721


Norway - 0.49%

DnB NOR ASA		11,724		76,841


Singapore - 2.42%

DBS Group Holdings Ltd		15,000		128,859
Singapore Telecommunications Ltd		126,000		175,141
United Overseas Bank Ltd		10,000		79,940

				383,940

South Korea - 3.12%

Samsung Electronics Co Ltd		540		269,423
Samsung SDI Co Ltd		1,530		224,205

				493,628

Spain - 3.83%

Banco Bilbao Vizcaya Argentaria SA		11,580		153,263
Iberdrola SA		8,050		166,196
Telefonica SA		18,966		286,912

				606,371

Sweden - 5.16%

Atlas Copco AB ‘A’		3,440		122,250
Hennes & Mauritz AB ‘B’		13,090		352,362
Sandvik AB		6,580		209,843
Telefonaktiebolaget LM Ericsson ‘B’		47,940		132,861

				817,316

Switzerland - 10.56%

Credit Suisse Group		6,470		224,204
Nestle SA		885		225,642
Novartis AG		7,500		318,507
Roche Holding AG		3,190		311,610
Straumann Holding AG		420		72,605
Syngenta AG		1,775		129,463
Synthes-Stratec Inc		95		97,411
UBS AG		3,959		294,069

				1,673,511

See Notes to Financial Statements

See explanation of symbols on B-29

B-13

PACIFIC FUNDS
PF MFS INTERNATIONAL LARGE-CAP FUND
Schedule of Investments (Continued)
March 31, 2004

	Shares		Value


United Kingdom - 19.72%

AMVESCAP PLC		39,590	$	291,408
AstraZeneca PLC		6,130		284,244
BG Group PLC		17,960		107,358
BOC Group PLC		5,800		95,990
BP PLC ADR		3,165		162,048
British Sky Broadcasting Group PLC		10,730		133,802
Diageo PLC		18,190		237,024
Kingfisher PLC		50,689		268,765
NEXT PLC		6,130		161,105
Reckitt Benckiser PLC		19,994		494,237
Royal Bank of Scotland Group PLC		7,152		217,934
Vodafone Group PLC		172,160		407,373
Vodafone Group PLC ADR		946		22,609
William Hill PLC		25,260		241,059

				3,124,956


Total Common Stocks (Cost $14,213,906)				15,108,007


	Principal Amount


SHORT-TERM INVESTMENTS - 6.80%

U.S. Government Agency Issue - 6.79%

Fannie Mae 1.030% due 04/01/04	$	1,076,000		1,076,000


	Shares


Money Market Fund - 0.01%

BlackRock Liquidity Funds Institutional TempCash		688		688


Total Short-Term Investments (Cost $1,076,688)				1,076,688


TOTAL INVESTMENTS - 102.15% (Cost $15,290,594)				16,184,723

OTHER ASSETS AND LIABILITIES, NET - (2.15%)				(340,187	)


NET ASSETS - 100.00%			$	15,844,536

Note to Schedule of Investments

(a) At March 31, 2004, the Fund’s equity securities were diversified as a percentage of net assets as follows:

Financial Services	20.94	%
Consumer Discretionary	16.22	%
Utilities	12.82	%
Health Care	10.51	%
Technology	7.71	%
Consumer Staples	6.04	%
Producer Durables	4.86	%
Autos & Transportation	4.78	%
Materials & Processing	4.47	%
Integrated Oils	4.39	%
Multi-Industry	2.61	%

Total Equity Securities	95.35	%

See Notes to Financial Statements

B-14

PACIFIC FUNDS
PF PIMCO INFLATION MANAGED FUND
Schedule of Investments
March 31, 2004

	Principal Amount		Value


CORPORATE BONDS & NOTES - 2.39%

Financial Services - 1.44%

Ford Motor Credit Co
2.995% due 10/25/04 +	$	100,000	$	100,650
General Motors Acceptance Corp
1.820% due 05/17/04 +		100,000		100,046
Travelers Property Casualty Corp
3.750% due 03/15/08		100,000		102,395

				303,091

Utilities - 0.95%

Entergy Gulf States Inc
2.010% due 06/18/07 ~ +		100,000		100,401
Verizon Wireless Capital LLC
1.190% due 05/23/05 ~ +		100,000		99,932

				200,333


Total Corporate Bonds & Notes (Cost $498,455)				503,424


U.S. TREASURY OBLIGATIONS - 110.44%

U.S. Treasury Inflation-Index Bonds - 110.44%

2.000% due 01/15/14 # ^		3,269,793		3,432,007
3.000% due 07/15/12 ^		746,656		850,109
3.375% due 01/15/07 ^		4,090,625		4,509,435
3.375% due 04/15/32 ^		260,805		345,984
3.500% due 01/15/11 ^		1,595,880		1,861,695
3.625% due 01/15/08 ^		4,813,956		5,449,928
3.625% due 04/15/28 ^		286,218		377,248
3.875% due 04/15/29 # ^		3,102,889		4,281,986
4.250% due 01/15/10 ^		1,760,960		2,111,639


Total U.S. Treasury Obligations (Cost $22,636,140)				23,220,031


SHORT-TERM INVESTMENTS - 11.31%

Commercial Paper - 3.32%

ANZ (Delaware) Inc
1.030% due 06/22/04		200,000		199,532
Svenska Handelsbanken AB (Sweden)
1.025% due 05/24/04		500,000		499,245

				698,777


U.S. Government Agency Issues - 1.90%

Fannie Mae
1.005% due 07/01/04		200,000		199,505
Freddie Mac
1.010% due 07/15/04		200,000		199,428

				398,933

Money Market Funds - 6.09%

BlackRock Liquidity Funds Institutional TempCash		639,914		639,914
BlackRock Liquidity Funds Institutional TempFund		639,914		639,914

				1,279,828


Total Short-Term Investments (Cost $2,377,507)				2,377,538


TOTAL INVESTMENTS - 124.14% (Cost $25,512,102)				26,100,993

OTHER ASSETS AND LIABILITIES, NET - (24.14%)				(5,075,692	)


NET ASSETS - 100.00%			$	21,025,301

Notes to Schedule of Investments

(a) Transactions in written options for the year ended March 31, 2004, were as follows:

	Number of Contracts		Premium

Outstanding, March 31, 2003		0	$	0
Call Options Written		2,000,000		18,055
Put Options Written		2,000,000		16,721
Options Expired		0		0
Options Repurchased		0		0

Outstanding, March 31, 2004		4,000,000	$	34,776

(b) Premiums received and value of written options outstanding at March 31, 2004:

Type	Notional Amount		Premium		Value

Call - OTC Swaption (3 month LIBOR vs. 3.800%) Strike @ 3.80 Exp 10/07/04	$	500,000	$	4,350	$	7,490
Call - OTC Swaption (3 month LIBOR vs. 4.000%) Strike @ 4.00 Exp 11/02/04	$	1,300,000		11,505		15,945
Call - OTC Swaption (3 month LIBOR vs. 4.000%) Strike @ 4.00 Exp 10/07/04	$	200,000		2,200		4,177
Put - OTC Swaption (3 month LIBOR vs. 6.000%) Strike @ 6.00 Exp 10/07/04	$	500,000		4,900		552
Put - OTC Swaption (3 month LIBOR vs. 6.500%) Strike @ 6.50 Exp 10/07/04	$	200,000		1,200		91
Put - OTC Swaption (3 month LIBOR vs. 7.000%) Strike @ 7.00 Exp 11/02/04	$	1,300,000		10,621		843

			$	34,776	$	29,098

See Notes to Financial Statements

See explanation of symbols on B-29

B-15

PACIFIC FUNDS
PF PIMCO MANAGED BOND FUND
Schedule of Investments
March 31, 2004

	Principal Amount		Value


CORPORATE BONDS & NOTES - 7.22%

Autos & Transportation - 0.49%

General Motors Corp
8.250% due 07/15/23	$	100,000	$	111,903


Financial Services - 3.21%

Bank of America Corp
4.875% due 01/15/13		100,000		103,875
CIT Group Inc
7.750% due 04/02/12		100,000		120,968
Citigroup Inc
5.625% due 08/27/12		50,000		54,794
General Motors Acceptance Corp
6.875% due 08/28/12		200,000		216,374
Morgan Stanley
5.300% due 03/01/13		100,000		105,150
Qwest Capital Funding Inc
7.250% due 02/15/11		100,000		86,500
Unilever Capital Corp
6.875% due 11/01/05		50,000		54,011

				741,672

Integrated Oils - 1.12%

Occidental Petroleum Corp
8.450% due 02/15/29		100,000		136,220
Petroleos Mexicanos (Mexico)
9.250% due 03/30/18		100,000		123,250

				259,470

Utilities - 2.40%

Entergy Gulf States Inc
3.600% due 06/01/08		100,000		99,864
Oncor Electirc Delivery
7.250% due 01/15/33		70,000		82,706
Pacific Gas & Electric Co
1.810% due 04/03/06 +		200,000		200,116
Progress Energy Inc
6.850% due 04/15/12		50,000		57,303
TXU Energy Co
7.000% due 03/15/13		100,000		114,831

				554,820


Total Corporate Bonds & Notes (Cost $1,564,289)				1,667,865


MORTGAGE-BACKED SECURITIES - 30.87%

Collateralized Mortgage Obligations - 13.95%

Credit-Based Asset Servicing & Securitization LLC
1.410% due 06/25/32 ” +		127,791		128,083
CS First Boston Mortgage Securities Corp
1.420% due 03/25/32 ~ ” +		175,620		173,425
1.750% due 03/25/32 ~ ” +		167,631		165,685
7.500% due 02/25/31 ”		46,802		47,001
Fannie Mae
2.375% due 11/25/23 ” +		850,000		886,130
6.250% due 10/25/22 ”		174,418		176,941
Freddie Mac
5.000% due 09/15/16 ”		92,972		95,309
6.000% due 01/15/28 ”		6,709		6,708
6.000% due 04/15/28 ”		130,259		131,738
6.250% due 04/15/23 ”		314,847		326,328
6.500% due 08/15/28 ”		380,022		382,057
Government National Mortgage Association
5.500% due 11/20/31 ”		268,851		272,599
MLCC Mortgage Investors Inc
1.470% due 03/15/25 ” +		118,578		119,092
Residential Funding Mortgage Securities I Inc
5.605% due 09/25/32 ” +		77,138		78,226
Washington Mutual Inc
3.061% due 02/27/34 ” +		38,336		38,838
5.152% due 10/25/32 ” +		100,370		102,610
Washington Mutual Mortgage Securities Corp
5.750% due 12/25/32 ”		52,849		52,869
6.010% due 01/25/31 ” +		8,720		8,727
Wells Fargo Mortgage-Backed Securities Trust
4.656% due 09/25/32 ” +		29,234		29,450

				3,221,816


Fannie Mae - 8.03%

4.817% due 12/01/36 ” +		92,563		95,422
5.500% due 12/01/14 ”		131,147		137,315
5.500% due 06/01/23 # ”		341,381		352,899
6.000% due 09/01/22 # ”		336,904		352,241
6.000% due 01/01/23 # ”		223,776		233,976
6.500% due 03/01/17 ”		374,731		398,941
6.500% due 08/01/32 ”		268,599		282,289

				1,853,083


Freddie Mac - 8.89%

5.500% due 08/01/07 ”		134,772		138,587
5.500% due 03/01/23 # ”		155,226		160,632
5.673% due 04/01/32 ” +		783,817		817,295
5.920% due 11/01/31 ” +		130,475		134,732
6.000% due 12/01/22 ”		255,384		266,639
6.000% due 03/01/23 # ”		511,549		534,071

				2,051,956


Total Mortgage-Backed Securities (Cost $7,099,985)				7,126,855


ASSET-BACKED SECURITY - 0.35%

Morgan Stanley Dean Witter Capital I Inc Trust
1.420% due 07/25/32 ” +		79,946		80,201


Total Asset-Backed Security (Cost $79,946)				80,201


U.S. TREASURY OBLIGATIONS - 30.99%

U.S. Treasury Bonds - 17.62%

6.250% due 08/15/23		500,000		594,668
6.875% due 08/15/25		300,000		383,332
7.500% due 11/15/16		1,000,000		1,318,672
7.875% due 02/15/21		400,000		553,360
8.000% due 11/15/21		400,000		561,672
8.750% due 05/15/17		200,000		290,102
8.875% due 08/15/17		250,000		366,406

				4,068,212

See Notes to Financial Statements

See explanation of symbols on B-29

B-16

PACIFIC FUNDS
PF PIMCO MANAGED BOND FUND
Schedule of Investments (Continued)
March 31, 2004

	Principal Amount		Value


U.S. Treasury Inflation-Index Bonds - 5.09%

3.625% due 01/15/08 ^	$	458,472	$	519,041
3.875% due 01/15/09 ^		338,727		393,598
4.250% due 01/15/10 ^		220,120		263,955

				1,176,594


U.S. Treasury Notes - 8.28%

1.625% due 04/30/05		1,100,000		1,105,630
1.875% due 01/31/06		800,000		805,563

				1,911,193


Total U.S. Treasury Obligations (Cost $6,860,690)				7,155,999


FOREIGN GOVERNMENT BONDS - 2.88%

Republic of Brazil (Brazil)
2.000% due 04/15/06 +		40,000		39,277
2.063% due 04/15/09 +		10,353		9,752
11.500% due 03/12/08		170,000		193,375
United Mexican States (Mexico)
8.000% due 09/24/22		185,000		214,137

	Notional Amount

United Mexican States Value Recovery Rights (Mexico)
0.000% due 06/30/04 +		250,000		1,250
0.000% due 06/30/05 +		250,000		5,000
0.000% due 06/30/06 +		250,000		3,750
0.000% due 06/30/07 +		250,000		2,500

	Principal Amount

Republic of Peru (Peru)
9.125% due 02/21/12		172,000		195,650


Total Foreign Government Bonds (Cost $562,093)				664,691


MUNICIPAL BONDS - 3.36%

California State Anticipated Warrants ‘A’
2.000% due 06/16/04		200,000		200,384
Energy Northwest Washington Electric Revenue
5.500% due 07/01/12		100,000		114,433
Florida State Board of Education ‘A’
5.000% due 06/01/32		100,000		104,476
Golden State Tobacco Securitization Corp CA
6.250% due 06/01/33		50,000		49,010
6.750% due 06/01/39		100,000		98,665
Illinois State Taxable Pension
5.100% due 06/01/33		100,000		97,220
San Antonio Texas Refunding
5.000% due 02/01/10		100,000		111,740


Total Municipal Bonds (Cost $767,667)				775,928


	Notional Amount		Value


PURCHASED PUT OPTIONS - 0.00%

Euro-Bund June Futures (EUX)
Strike 106.50 @ Exp. 05/24/04
10 Contracts	EUR	1,000,000	$	—


Eurodollar June Futures (CME)
Strike @ 93.00 Exp. 06/14/04
16 Contracts	EUR	16,000,000		—


Total Purchased Put Options (Cost $160)				—


	Principal Amount


SHORT-TERM INVESTMENTS - 22.35%

Certificate of Deposit - 0.43%

Altria Group Inc
1.800% due 10/29/04 +	$	100,000		100,005

Commercial Paper - 16.43%

ANZ (Delaware) Inc
1.020% due 06/03/04		300,000		299,464
1.030% due 06/02/04		300,000		299,473
CBA (Delaware) Finance
1.030% due 05/10/04		200,000		199,781
Danske Corp ‘A’
1.030% due 05/10/04		500,000		499,452
Danske Corp ‘B’
1.020% due 06/04/04		100,000		99,818
European Investment Bank
1.010% due 05/25/04		600,000		599,091
General Electric Capital Corp
1.040% due 05/11/04		500,000		499,433
HBOS Treasury Service PLC (United Kingdom)
1.030% due 06/21/04		600,000		598,614
Nestle Capital Corp
1.010% due 06/04/04 ~		300,000		299,455
Svenska Handelsbanken AB (Sweden)
1.025% due 05/24/04		200,000		199,698
UBS Finance (Delaware) LLC
1.020% due 06/03/04		200,000		199,643

				3,793,922


U.S. Treasury Bill - 1.99%

0.943% due 06/03/04 **		460,000		459,280


	Shares

Money Market Funds - 3.50%

BlackRock Liquidity Funds Institutional TempCash		403,345		403,345
BlackRock Liquidity Funds Institutional TempFund		403,345		403,345

				806,690


Total Short-Term Investments (Cost $5,159,826)				5,159,897


TOTAL INVESTMENTS - 98.02% (Cost $22,094,656)				22,631,436

OTHER ASSETS AND LIABILITIES, NET - 1.98%				457,298


NET ASSETS - 100.00%			$	23,088,734

See Notes to Financial Statements

See explanation of symbols on B-29

B-17

PACIFIC FUNDS
PF PIMCO MANAGED BOND FUND
Schedule of Investments (Continued)
March 31, 2004

Notes to Schedule of Investments

(a) Securities with an approximate aggregate market value of $459,280 were segregated with the custodian to cover margin requirements for the following open futures contracts at March 31, 2004:

Type	Number of Contracts	Notional Amount		Unrealized Appreciation (Depreciation)

Euro-BOBL Futures (06/04)	18	$	1,800,000		$	15,558
Euro-Bund Futures (06/04)	26	$	2,600,000			50,483
90-Day Eurodaollar Futures (12/05)	9	$	9,000,000			29,531
90-Day GBP LIBOR Futures (12/04)	7	GBP	3,500,000			(1,724	)
U.S. Treasury 5-Year Notes (06/04)	3	$	300,000			3,797
U.S. Treasury 10-Year Notes (06/04)	82	$	8,200,000			130,282

					$	227,927

(b) Forward foreign currency contracts outstanding at March 31, 2004 were as follows:

Contracts to Buy or to Sell	Currency	Principal Amount Covered by Contracts		Expiration	Unrealized Appreciation (Depreciation)

Buy	CNY		1,619,550	09/04		$	(1,493	)
Buy	CNY		789,750	09/05			1,292
Sell	CNY		810,500	09/04			658
Sell	CNY		809,050	09/04			(224	)
Buy	EUR		67,000	04/04			1,009
Sell	EUR		76,000	04/04			451
Sell	GBP		26,000	04/04			157
Buy	JPY		32,181,000	05/04			17,716
Sell	JPY		8,209,000	05/04			(1,668	)

						$	17,898

Type	Notional Amount		Unrealized Appreciation (Depreciation)

Receive floating rate based on 3-month USD-LIBOR and pay fixed rate equal to 4.000%.

Broker: Goldman Sachs
Exp. 06/16/04	$	400,000	$	14,830

Receive floating rate based on 3-month USD-LIBOR and pay fixed rate equal to 5.000%.

Broker: Merrill Lynch
Exp. 06/16/04	$	1,300,000		(85,566	)

Receive floating rate based on 6-month GBP-LIBOR and pay fixed rate equal to 4.000%.

Broker: Goldman Sachs
Exp. 09/14/04	GBP	400,000		112

Receive floating rate based on 6-month EUR-LIBOR and pay fixed rate equal to 3.250%.

Broker: J.P. Morgan Chase
Exp. 03/15/05	EUR	400,000		3,730

Receive floating rate based on 6-month EUR-LIBOR and pay fixed rate equal to 3.500%.

Broker: J.P. Morgan Chase
Exp. 03/15/05	EUR	300,000		3,448

Receive floating rate based on 6-month EUR-LIBOR and pay fixed rate equal to 4.000%.

Broker: Barclays Bank PLC
Exp. 03/15/05	EUR	300,000	$	2,812

Broker: Merrill Lynch
Exp. 03/15/05	EUR	200,000		2,346

Receive floating rate based on 3-month SEK-LIBOR and pay fixed rate equal to 4.500%.

Broker: J.P. Morgan Chase
Exp. 06/17/05	SEK	2,600,000		2,845

Broker: Merrill Lynch
Exp. 06/17/08	SEK	5,200,000		12,486

Receive floating rate based on 6-month EUR-LIBOR and pay fixed rate equal to 5.000%.

Broker: Goldman Sachs
Exp. 06/16/14	EUR	1,700,000		(103,209	)

Broker: J.P. Morgan Chase
Exp. 06/16/14	EUR	700,000		(42,422	)

Pay fixed rate equal to 0.260% and receive from the counterparty at par in the event of default of the Allstate Corp 6.125% due 02/15/12.

Broker: Morgan Stanley
Exp. 12/20/08	$	100,000		(131	)

Pay fixed rate equal to 0.280% and receive from the counterparty at par in the event of default of the Eaton Corp 5.750% due 07/15/12.

Broker: Citigroup Global Markets
Exp. 12/20/08	$	100,000		(166	)

Pay fixed rate equal to 0.160% and receive from the counterparty at par in the event of default of the Eli Lilly 6.000% due 03/15/12.

Broker: Barclays Bank PLC
Exp. 12/20/08	$	100,000		(135	)

Pay fixed rate equal to 0.210% and receive from the counterparty at par in the event of default of the Emerson Electric Co 4.625% due 10/15/12.

Broker: Morgan Stanley
Exp. 12/20/08	$	100,000		179

Pay fixed rate equal to 0.290% and receive from the counterparty at par in the event of default of the Fedex Corp 7.250% due 10/15/12.

Broker: Barclays Bank PLC
Exp. 12/20/08	$	100,000		438

See Notes to Financial Statements

B-18

PACIFIC FUNDS
PF PIMCO MANAGED BOND FUND
Schedule of Investments (Continued)
March 31, 2004

Type	Notional Amount		Unrealized Appreciation (Depreciation)

Pay fixed rate equal to 0.220% and receive from the counterparty at par in the event of default of the Gannett Co Inc 6.375% due 04/01/12.

Broker: Merrill Lynch
Exp. 12/20/08	$	100,000	$	—

Pay fixed rate equal to 0.120% and receive from the counterparty at par in the event of default of The Home Depot Inc 5.375% due 04/01/06.

Broker: Lehman Brothers
Exp. 12/20/08	$	100,000		135

Pay fixed rate equal to 0.320% and receive from the counterparty at par in the event of default of the Ingersoll-Rand Co 6.480% due 06/01/25.

Broker: Merrill Lynch
Exp. 12/20/08	$	100,000		44

Pay fixed rate equal to 0.110% and receive from the counterparty at par in the event of default of the Johnson & Johnson 3.800% due 05/15/13.

Broker: Lehman Brothers
Exp. 12/20/08	$	100,000		—

Pay fixed rate equal to 0.140% and receive from the counterparty at par in the event of default of the Wal-Mart Stores 3.375% due 10/01/08.

Broker: Citigroup Global Markets
Exp. 12/20/08	$	100,000		45

Pay fixed rate equal to 0.290% and receive from the counterparty at par in the event of default of the Whirlpool Corp 8.600% due 05/01/10.

Broker: Lehman Brothers
Exp. 12/20/08	$	100,000		215

			$	(187,964	)

(d) Investments Sold Short outstanding as of March 31, 2004:

Type	Principal Amount		Value

Fannie Mae
5.000% due 05/15/34 # ”	$	1,000,000	$	(1,001,250	)
6.000% due 04/15/34 # ”		2,500,000		(2,602,345	)
U.S. Treasury Note
4.250% due 08/15/13 # ”		2,000,000		(2,073,126	)


Total Investments Sold Short (Proceeds $5,677,701)			$	(5,676,721	)

(e) Transactions in written options for the year ended March 31, 2004, were as follows:

	Number of Contracts			Premium

Outstanding, March 31, 2003		7,500,011		$	173,959
Call Options Written		1,100,031			35,766
Put Options Written		1,600,012			37,023
Call Options Expired		(2,300,025	)		(32,057	)
Put Options Expired		(2	)		(993	)
Call Options Repurchased		(15	)		(12,722	)
Put Options Repurchased		(900,012	)		(27,602	)

Outstanding, March 31, 2004		7,000,000		$	173,374

(f) Premiums received and value of written options outstanding at March 31, 2004:

Type	Notional Amount		Premium		Value

Call - OTC Swaption (3 month LIBOR vs 10.000%)
Strike @ 4.00 Exp 10/07/04	$	700,000	$	17,570	$	8,064
Call - OTC Swaption (3 month LIBOR vs 7.000%)
Strike @ 4.00 Exp 09/23/05	$	500,000		7,550		9,967
Call - OTC Swaption (3 month LIBOR vs 7.000%)
Strike @ 3.80 Exp 10/07/04	$	200,000		2,064		2,996
Call - OTC Swaption (3 month LIBOR vs 7.000%)
Strike @ 5.00 Exp 01/07/05	$	1,000,000		27,150		60,366
Call - OTC Swaption (3 month LIBOR vs 7.000%)
Strike @ 4.00 Exp 09/23/05	$	1,100,000		29,370		21,927
Put - OTC Swaption (3 month LIBOR vs 10.000%)
Strike @ 6.00 Exp 10/07/04	$	700,000		22,260		1,870
Put - OTC Swaption (3 month LIBOR vs 7.000%)
Strike @ 6.00 Exp 09/23/05	$	500,000		7,700		3,174
Put - OTC Swaption (3 month LIBOR vs 7.000%)
Strike @ 6.00 Exp 10/07/04	$	200,000		1,720		221
Put - OTC Swaption (3 month LIBOR vs 7.000%)
Strike @ 7.00 Exp 01/07/05	$	1,000,000		20,700		1,027
Put - OTC Swaption (3 month LIBOR vs 7.000%)
Strike @ 6.00 Exp 09/23/05	$	1,100,000		37,290		15,004

			$	173,374	$	124,616

(g) Notional and principal amount denoted in the indicated currency:

	CNY – Chinese Yuan
	EUR – Eurodollar
	GBP – British Pounds
	JPY – Japanese Yen
	SEK – Swedish Krona

See Notes to Financial Statements

See explanation of symbols on B-29

B-19

PACIFIC FUNDS
PF PACIFIC LIFE MONEY MARKET FUND
Schedule of Investments
March 31, 2004

	Principal Amount		Value

SHORT-TERM INVESTMENTS - 102.31%

Corporate Note - 1.53%

Wells Fargo & Co
1.040% due 06/17/04 +	$	250,000	$	250,000

Commercial Paper - 55.71%

American Honda Finance Corp
1.000% due 04/22/04		750,000		749,562
BMW U.S. Capital LLC
1.000% due 04/28/04		700,000		699,475
Coca-Cola Enterprises Inc
0.980% due 04/02/04 ~		290,000		289,992
Dow Jones & Co Inc
1.000% due 04/15/04 ~		700,000		699,728
Fortune Brands Inc
1.010% due 04/22/04 ~		850,000		849,499
Kimberly-Clark Worldwide Inc
0.970% due 04/19/04 ~		550,000		549,733
Koch Industries LLC
1.000% due 04/06/04 ~		550,000		549,924
Medtronic Inc
0.980% due 04/05/04 ~		750,000		749,918
National Rural Utilities Cooperative Finance Corp
1.030% due 05/10/04		600,000		599,331
Societe Generale North America Inc
1.020% due 05/19/04		450,000		449,388
The Clorox Co
0.990% due 04/19/04		550,000		549,728
Toyota Motor Credit Corp
1.030% due 04/16/04		700,000		699,700
Verizon Network Funding Corp
0.980% due 04/14/04		450,000		449,841
Volkswagen of America Inc
1.010% due 04/22/04 ~		750,000		749,558
Wal-Mart Stores Inc
0.970% due 04/13/04 ~		460,000		459,851

				9,095,228

U.S. Government Agency Issues - 36.94%

Fannie Mae
0.960% due 04/12/04		600,000		599,824
1.000% due 04/21/04		500,000		499,722
1.000% due 06/02/04		550,000		549,053
Federal Farm Credit Bank
1.000% due 07/02/04		250,000		250,000
Federal Home Loan Bank
0.985% due 04/21/04		2,000,000		1,998,905
0.985% due 04/23/04		1,635,000		1,634,016
Freddie Mac
1.350% due 11/03/04		500,000		500,000

				6,031,520

Asset-Backed Securities - 8.12%

Daimler Chrysler Auto Trust
1.100% due 08/09/04 ~ ”		22,959		22,959
Honda Auto Receivables Owner Trust
1.110% due 09/13/04 ”		48,019		48,019
Nissan Auto Lease Trust
1.166% due 10/15/04 ”		126,071		126,071
USAA Auto Owner Trust
1.080% due 03/15/05 ”		750,000		750,000
Volkswagen Auto Loan Enhanced Trust
1.146% due 11/19/04 ”		174,846		174,846
WFS Financial Owner Trust
1.129% due 08/20/04 ”		88,427		88,427
Whole Auto Loan Trust
1.100% due 09/15/04 ”		114,782		114,782

				1,325,104


	Shares

Money Market Fund - 0.01%

BlackRock Liquidity Funds Institutional TempFund		1,575		1,575


Total Short-Term Investments (Amortized Cost $16,703,427)				16,703,427


TOTAL INVESTMENTS - 102.31% (Cost $16,703,427)				16,703,427


OTHER ASSETS AND LIABILITIES, NET - (2.31%)				(376,574	)


NET ASSETS - 100.00%			$	16,326,853

See Notes to Financial Statements

See explanation of symbols on B-29

B-20

PACIFIC FUNDS
PF PUTNAM EQUITY INCOME FUND
Schedule of Investments
March 31, 2004

	Shares		Value

CONVERTIBLE PREFERRED STOCKS - 3.89%

Autos & Transportation - 0.31%

Ford Motor Co Capital Trust II 6.500%		900	$	47,745


Consumer Discretionary - 0.04%

The Interpublic Group of Cos Inc 5.375%		102		5,848


Financial Services - 0.69%

Platinum Underwriters Holdings Ltd 7.000% (Bermuda)		167		5,331
The Hartford Financial Services Group Inc 6.000%		769		47,832
The Hartford Financial Services Group Inc 7.000%		497		31,684
The PMI Group Inc 5.875%		430		10,987
The St. Paul Travelers Companies Inc 9.000%		130		9,616

				105,450

Health Care - 0.03%

Baxter International Inc 7.000%		80		4,320


Materials & Processing - 0.33%

Boise Cascade Corp 7.500%		780		39,663
Hercules Trust II 6.500%		15		11,925

				51,588

Producer Durables - 1.63%

Northrop Grumman Corp 7.250%		180		18,608
Xerox Corp 6.250%		1,730		231,820

				250,428

Technology - 0.07%

Solectron Corp 7.250%		720		11,232


Utilities - 0.79%

CenterPoint Energy Inc 2.000%		1,960		65,815
Dominion Resources Inc VA 9.500%		510		28,641
ONEOK Inc 8.500%		770		24,132
Sempra Energy 8.500%		95		2,774

				121,362


Total Convertible Preferred Stocks (Cost $516,225)				597,973


COMMON STOCKS - 92.59%

Autos & Transportation - 3.00%

BorgWarner Inc		290		24,601
Canadian National Railway Co (Canada)		1,484		58,366
Lear Corp		890		55,144
Southwest Airlines Co		1,860		26,430
Union Pacific Corp		4,946		295,870

				460,411


Consumer Discretionary - 10.29%

AutoZone Inc *		600		51,582
Darden Restaurants Inc		3,321		82,327
Harrah’s Entertainment Inc		1,553		85,244
Hilton Hotels Corp		3,300		53,625
J.C. Penney Co Inc		1,470		51,126
Kimberly-Clark Corp		175		11,042
Liberty Media Corp ‘A’ *		20,007		219,077
Limited Brands Inc		3,944		78,880
Liz Claiborne Inc		540		19,813
Lowe’s Cos Inc		1,500		84,195
Mattel Inc		5,009		92,366
McDonald’s Corp		2,000		57,140
Office Depot Inc *		5,889		110,831
Republic Services Inc		3,440		93,121
Service Corp International *		5,880		43,924
The TJX Cos Inc		1,430		35,121
The Walt Disney Co		5,773		144,267
Viacom Inc ‘B’		2,760		108,220
Wal-Mart Stores Inc		490		29,248
Whirlpool Corp		1,855		127,754

				1,578,903

Consumer Staples - 5.57%

Altria Group Inc		6,994		380,823
Coca-Cola Enterprises Inc		5,688		137,479
Colgate-Palmolive Co		1,504		82,871
ConAgra Foods Inc		2,331		62,797
General Mills Inc		1,973		92,100
H.J. Heinz Co		2,625		97,886

				853,956

Energy - 0.87%

Apache Corp		1,420		61,301
Sunoco Inc		62		3,868
Valero Energy Corp		1,137		68,174

				133,343


Financial Services - 35.96%

ACE Ltd (Bermuda)		5,718		243,930
American International Group Inc		2,382		169,956
Aon Corp		1,520		42,423
Bank of America Corp		4,667		377,934
Berkshire Hathaway Inc ‘B’ *		38		118,218
Capital One Financial Corp		440		33,189
CIGNA Corp		1,372		80,975
CIT Group Inc		1,000		38,050
Citigroup Inc		14,702		760,093
Compass Bancshares Inc		1,150		47,691
Countrywide Financial Corp		920		88,228
Equity Office Properties Trust		4,199		121,309
Fannie Mae		2,098		155,986
First Data Corp		1,480		62,397
FleetBoston Financial Corp		2,972		133,443
Freddie Mac		3,977		234,882
J.P. Morgan Chase & Co		9,694		406,663
M&T Bank Corp		260		23,361
MBIA Inc		620		38,874
MBNA Corp		2,290		63,273
Merrill Lynch & Co Inc		2,157		128,471
Morgan Stanley		1,226		70,250
Old Republic International Corp		1,340		32,910
Radian Group Inc		1,430		60,918
SouthTrust Corp		115		3,813
State Street Corp		2,140		111,558
SunTrust Banks Inc		370		25,793
The Bank of New York Co Inc		8,689		273,704
The PMI Group Inc		1,150		42,964
Torchmark Corp		734		39,482
Travelers Property Casualty Corp ‘B’		7,916		136,709
U.S. Bancorp		16,117		445,635
Wachovia Corp		6,504		305,688

See Notes to Financial Statements

See explanation of symbols on B-29

B-21

PACIFIC FUNDS
PF PUTNAM EQUITY INCOME FUND
Schedule of Investments (Continued)
March 31, 2004

	Shares		Value


Washington Mutual Inc		3,415	$	145,855
Wells Fargo & Co		5,213		295,421
XL Capital Ltd ‘A’ (Bermuda)		1,784		135,655
Zions Bancorp		430		24,596

				5,520,297

Health Care - 3.00%

Abbott Laboratories		3,507		144,138
Johnson & Johnson		600		30,432
King Pharmaceuticals Inc *		4,740		79,821
McKesson Corp		1,040		31,294
Medco Health Solutions Inc *		1,040		35,360
Pfizer Inc		3,571		125,163
Wyeth		380		14,269

				460,477

Integrated Oils - 9.60%

Amerada Hess Corp		850		55,488
BP PLC ADR (United Kingdom)		3,465		177,408
Canadian Natural Resources Ltd (Canada)		930		51,745
ConocoPhillips		1,927		134,524
Exxon Mobil Corp		13,430		558,554
GlobalSantaFe Corp		3,184		88,420
Noble Corp *		1,610		61,856
Total SA ADR (France)		2,130		195,960
Unocal Corp		4,012		149,567

				1,473,522

Materials & Processing - 5.32%

Avery Dennison Corp		674		41,930
Boise Cascade Corp		2,610		90,436
Engelhard Corp		1,930		57,688
Masco Corp		7,836		238,449
MeadWestvaco Corp		910		25,744
PPG Industries Inc		1,345		78,413
Smurfit-Stone Container Corp *		4,510		79,331
Sonoco Products Co		2,881		69,951
The Dow Chemical Co		3,349		134,898

				816,840

Multi-Industry - 2.30%

Eaton Corp		720		40,457
Honeywell International Inc		2,915		98,673
Tyco International Ltd (Bermuda)		7,480		214,302

				353,432

Producer Durables - 4.21%

Dover Corp		1,660		64,358
D.R. Horton Inc		1,120		39,682
Ingersoll-Rand Co Ltd ‘A’ (Bermuda)		2,750		186,038
Lennar Corp ‘A’		740		39,982
Lockheed Martin Corp		1,731		79,003
Northrop Grumman Corp		970		95,467
Pitney Bowes Inc		1,469		62,594
The Boeing Co		1,932		79,347

				646,471

Technology - 5.17%

Celestica Inc * (Canada)		3,870		63,468
Computer Associates International Inc		4,030		108,246
Hewlett-Packard Co		18,722		427,611
International Business Machines Corp		520		47,757
Micron Technology Inc *		2,040		34,088
Microsoft Corp		1,910		47,693
Sun Microsystems Inc *		6,140		25,542
Vishay Intertechnology Inc *		1,850		39,479

				793,884

Utilities - 7.30%

BellSouth Corp		3,008		83,292
Dominion Resources Inc VA		690		44,367
DPL Inc		1,420		26,625
Edison International		2,800		68,012
Entergy Corp		1,440		85,680
Exelon Corp		1,947		134,090
PG&E Corp *		3,580		103,713
Pinnacle West Capital Corp		141		5,548
Progress Energy Inc		2,340		110,167
SBC Communications Inc		6,723		164,982
SCANA Corp		91		3,217
Sempra Energy		530		16,854
Verizon Communications Inc		7,508		274,342

				1,120,889


Total Common Stocks (Cost $12,316,338)				14,212,425


EXCHANGE TRADED FUND - 0.41%

iShares Russell 1000 Value Index Fund		1,051		62,724


Total Exchange Traded Fund (Cost $61,472)				62,724


	Principal Amount


CONVERTIBLE CORPORATE BONDS & NOTES - 0.77%

Consumer Discretionary - 0.44%

Service Corp International
6.750% due 06/22/08	$	59,000		67,702

Consumer Staples - 0.22%

Rite Aid Corp
4.750% due 12/01/06		30,000		34,463

Multi-Industry - 0.11%

Tyco International Group SA (Bermuda)
2.750% due 01/15/18		7,000		9,555
2.750% due 01/15/18 ~		5,000		6,825

				16,380


Total Convertible Corporate Bonds & Notes (Cost $98,958)				118,545

See Notes to Financial Statements

See explanation of symbols on B-29

B-22

PACIFIC FUNDS
PF PUTNAM EQUITY INCOME FUND
Schedule of Investments (Continued)
March 31, 2004

	Shares		Value


SHORT-TERM INVESTMENT - 2.23%

Money Market Fund - 2.23%

BlackRock Liquidity Funds Institutional TempFund		342,428	$	342,428


Total Short-Term Investment (Cost $342,428)				342,428


TOTAL INVESTMENTS - 99.89% (Cost $13,335,421)				15,334,095

OTHER ASSETS AND LIABILITIES, NET - 0.11%				16,337


NET ASSETS - 100.00%			$	15,350,432

See Notes to Financial Statements

B-23

PACIFIC FUNDS
PF SALOMON BROTHERS LARGE-CAP VALUE FUND
Schedule of Investments
March 31, 2004

	Shares		Value


PREFERRED STOCK - 1.33%

Consumer Discretionary - 1.33%

The News Corp Ltd ADR (Australia)		11,400	$	361,494


Total Preferred Stock (Cost $281,265)				361,494


COMMON STOCKS - 92.76%

Consumer Discretionary - 12.01%

Costco Wholesale Corp *		4,600		172,776
Federated Department Stores Inc		5,000		270,250
Kimberly-Clark Corp		6,800		429,080
Liberty Media Corp ‘A’ *		33,500		366,825
McDonald’s Corp		15,800		451,406
Newell Rubbermaid Inc		8,600		199,520
Target Corp		8,100		364,824
The Home Depot Inc		7,400		276,464
Time Warner Inc *		19,300		325,398
Viacom Inc ‘B’		4,600		180,366
Waste Management Inc		7,400		223,332

				3,260,241

Consumer Staples - 6.35%

Altria Group Inc		11,700		637,065
Kraft Foods Inc ‘A’		10,100		323,301
Safeway Inc *		16,700		343,686
The Kroger Co *		25,200		419,328

				1,723,380

Energy - 3.03%

El Paso Corp		30,300		215,433
ENSCO International Inc		11,600		326,772
Nabors Industries Ltd * (Barbados)		6,100		279,075

				821,280

Financial Services - 23.60%

American Express Co		5,500		285,175
American International Group Inc		7,200		513,720
Bank of America Corp		3,200		259,136
Equity Office Properties Trust		10,900		314,901
Equity Residential		6,500		194,025
FleetBoston Financial Corp		9,500		426,550
J.P. Morgan Chase & Co		7,600		318,820
Loews Corp		6,300		372,078
MBNA Corp		12,300		339,849
Merrill Lynch & Co Inc		6,700		399,052
Morgan Stanley		5,200		297,960
The Bank of New York Co Inc		10,600		333,900
The Goldman Sachs Group Inc		3,100		323,485
The Hartford Financial Services Group Inc		3,500		222,950
The St. Paul Cos Inc		5,900		236,059
U.S. Bancorp		11,700		323,505
Wachovia Corp		6,000		282,000
Waddell & Reed Financial Inc ‘A’		9,900		242,748
Washington Mutual Inc		5,900		251,989
Wells Fargo & Co		4,800		272,016
XL Capital Ltd ‘A’ (Bermuda)		2,600		197,704

				6,407,622

Health Care - 8.85%

GlaxoSmithKline PLC ADR (United Kingdom)		8,000		319,600
HCA Inc		8,300		337,146
Johnson & Johnson		5,200		263,744
Merck & Co Inc		7,500		331,425
Pfizer Inc		19,400		679,970
Schering-Plough Corp		15,100		244,922
Wyeth		6,000		225,300

				2,402,107

Integrated Oils - 7.14%

BP PLC ADR (United Kingdom)		10,000		512,000
ChevronTexaco Corp		5,400		474,012
GlobalSantaFe Corp		6,700		186,059
Royal Dutch Petroleum Co ‘NY’ (Netherlands)		7,000		333,060
Total SA ADR (France)		4,700		432,400

				1,937,531

Materials & Processing - 4.45%

Alcoa Inc		12,300		426,687
Avery Dennison Corp		4,400		273,724
International Paper Co		8,400		354,984
The Dow Chemical Co		3,800		153,064

				1,208,459

Multi-Industry - 1.51%

Honeywell International Inc		12,100		409,585


Producer Durables - 3.23%

Lockheed Martin Corp		7,200		328,608
The Boeing Co		6,400		262,848
United Technologies Corp		3,300		284,790

				876,246

Technology - 11.79%

3Com Corp *		14,500		102,370
Celestica Inc * (Canada)		11,600		190,240
Comverse Technology Inc *		9,200		166,888
Hewlett-Packard Co		21,700		495,628
International Business Machines Corp		2,400		220,416
Lucent Technologies Inc *		61,100		251,121
Microsoft Corp		15,500		387,035
Nokia OYJ ADR (Finland)		18,000		365,040
Nortel Networks Corp * (Canada)		67,300		399,762
Novell Inc *		12,400		141,112
Solectron Corp *		39,600		218,988
Sun Microsystems Inc *		63,100		262,496

				3,201,096

Utilities - 10.80%

Ameren Corp		4,200		193,578
AT&T Corp		11,800		230,926
AT&T Wireless Services Inc *		29,100		396,051
Comcast Corp ‘A’ *		6,470		185,948
Comcast Corp Special ‘A’ *		6,800		189,584
FirstEnergy Corp		8,400		328,272
NiSource Inc		15,400		327,250
Progress Energy Inc		5,500		258,940
SBC Communications Inc		15,500		380,370
Verizon Communications Inc		12,100		442,134

				2,933,053


Total Common Stocks (Cost $22,322,507)				25,180,600

See Notes to Financial Statements

See explanation of symbols on B-29

B-24

PACIFIC FUNDS
PF SALOMON BROTHERS LARGE-CAP VALUE FUND
Schedule of Investments (Continued)
March 31, 2004

	Shares		Value


SHORT-TERM INVESTMENT - 4.51%

Money Market Fund - 4.51%

BlackRock Liquidity Funds Institutional TempFund		1,223,840	$	1,223,840


Total Short-Term Investment (Cost $1,223,840)				1,223,840


TOTAL INVESTMENTS - 98.60% (Cost $23,827,612)				26,765,934


OTHER ASSETS AND LIABILITIES, NET - 1.40%				381,225


NET ASSETS - 100.00%			$	27,147,159

See Notes to Financial Statements

B-25

PACIFIC FUNDS
PF VAN KAMPEN COMSTOCK FUND
Schedule of Investments
March 31, 2004

	Shares		Value


COMMON STOCKS - 90.26%

Autos & Transportation - 1.02%

Burlington Northern Santa Fe Corp		2,300	$	72,450
General Motors Corp		1,200		56,520

				128,970

Consumer Discretionary - 10.07%

Clear Channel Communications Inc		4,000		169,400
Darden Restaurants Inc		2,600		64,454
Eastman Kodak Co		2,700		70,659
Federated Department Stores Inc		1,600		86,480
Jones Apparel Group Inc		2,900		104,835
Kimberly-Clark Corp		4,000		252,400
Liberty Media Corp ‘A’ *		14,500		158,775
McDonald’s Corp		5,400		154,278
The May Department Stores Co		1,100		38,038
The Walt Disney Co		6,900		172,431

				1,271,750

Consumer Staples - 4.68%

Altria Group Inc		3,000		163,350
CVS Corp		1,600		56,480
Kraft Foods Inc ‘A’		3,900		124,839
The Kroger Co *		7,300		121,472
Unilever NV ‘NY’ (Netherlands)		1,800		124,992

				591,133

Energy - 4.64%

Diamond Offshore Drilling Inc		1,700		41,123
Halliburton Co		17,900		543,981

				585,104

Financial Services - 18.12%

Affiliated Computer Services Inc ‘A’ *		700		36,330
AMBAC Financial Group Inc		1,200		88,536
Assurant Inc *		1,600		40,240
Bank of America Corp		3,300		267,234
Berkshire Hathaway Inc ‘B’ *		5		15,555
Capital One Financial Corp		200		15,086
Chubb Corp		2,400		166,896
Citigroup Inc		4,500		232,650
Fannie Mae		800		59,480
Freddie Mac		7,100		419,326
J.P. Morgan Chase & Co		1,200		50,340
Merrill Lynch & Co Inc		500		29,780
MetLife Inc		1,800		64,224
PNC Financial Services Group Inc		2,800		155,176
Principal Financial Group		500		17,815
RenaissanceRe Holdings Ltd (Bermuda)		300		15,600
SunGard Data Systems Inc *		1,600		43,840
SunTrust Banks Inc		400		27,884
The Allstate Corp		3,700		168,202
The Goldman Sachs Group Inc		100		10,435
Torchmark Corp		1,600		86,064
Travelers Property Casualty Corp ‘A’		800		13,720
Travelers Property Casualty Corp ‘B’		2,400		41,448
Wells Fargo & Co		3,900		221,013

				2,286,874

Health Care - 12.00%

Aetna Inc		2,300		206,356
AmerisourceBergen Corp		1,100		60,148
Bristol-Myers Squibb Co		15,200		368,296
GlaxoSmithKline PLC ADR (United Kingdom)		9,400		375,530
Merck & Co Inc		900		39,771
Pfizer Inc		5,200		182,260
Roche Holding AG ADR (Switzerland)		1,200		117,220
Schering-Plough Corp		6,000		97,320
Wyeth		1,800		67,590

				1,514,491

Integrated Oils - 7.07%

BP PLC ADR (United Kingdom)		2,900		148,480
ConocoPhillips		1,500		104,715
GlobalSantaFe Corp		7,300		202,721
Petroleo Brasileiro SA ADR (Brazil)		1,800		60,300
Royal Dutch Petroleum Co ‘NY’ (Netherlands)		900		42,822
Total SA ADR (France)		1,600		147,200
Transocean Inc *		6,700		186,863

				893,101

Materials & Processing - 9.18%

Alcoa Inc		2,800		97,132
Boise Cascade Corp		2,500		86,625
E.I. du Pont de Nemours & Co		2,900		122,438
Georgia-Pacific Corp		8,900		299,841
International Paper Co		6,600		278,916
Rohm & Haas Co		900		35,856
The Dow Chemical Co		5,900		237,652

				1,158,460

Multi-Industry - 3.59%

Schlumberger Ltd		7,100		453,335


Producer Durables - 1.21%

Cognex Corp		1,800		59,850
Credence Systems Corp *		3,600		42,768
Lexmark International Inc *		400		36,800
Novellus Systems Inc *		400		12,716

				152,134

Technology - 3.04%

Check Point Software Technologies Ltd * (Israel)		800		18,216
Cisco Systems Inc *		400		9,408
Comverse Technology Inc *		300		5,442
Flextronics International Ltd * (Singapore)		4,500		77,490
Hewlett-Packard Co		3,600		82,224
Intel Corp		700		19,040
International Business Machines Corp		400		36,736
Jabil Circuit Inc *		700		20,601
JDS Uniphase Corp *		1,600		6,512
Microsoft Corp		2,400		59,928
Nokia OYJ ADR (Finland)		2,400		48,672

				384,269

Utilities - 15.64%

American Electric Power Co Inc		1,500		49,380
CenterPoint Energy Inc		2,700		30,861
Constellation Energy Group Inc		1,500		59,925
Exelon Corp		300		20,661
FirstEnergy Corp		2,900		113,332
Pulbic Service Enterprise Group Inc		1,500		70,470
SBC Communications Inc		14,800		363,192
Scottish Power PLC ADR (United Kingdom)		1,400		39,704
Sprint Corp-FON Group		29,100		536,313
TXU Corp		8,300		237,878
Verizon Communications Inc		12,400		453,096

				1,974,812


Total Common Stocks (Cost $9,676,927)				11,394,433

See Notes to Financial Statements

See explanation of symbols on B-29

B-26

PACIFIC FUNDS
PF VAN KAMPEN COMSTOCK FUND
Schedule of Investments (Continued)
March 31, 2004

	Principal Amount		Value


SHORT-TERM INVESTMENTS - 10.02%

U.S. Government Agency Issue - 10.02%

Freddie Mac 0.990% due 04/01/04	$	1,265,000	$	1,265,000


	Shares


Money Market Funds - 0.00%

BlackRock Liquidity Funds Institutional TempCash		286		286
BlackRock Liquidity Funds Institutional TempFund		285		285

				571


Total Short-Term Investments (Cost $1,265,571)				1,265,571


TOTAL INVESTMENTS - 100.28% (Cost $10,942,498)				12,660,004

OTHER ASSETS AND LIABILITIES, NET - (0.28%)				(35,778	)


NET ASSETS - 100.00%			$	12,624,226

See Notes to Financial Statements

B-27

PACIFIC FUNDS
PF VAN KAMPEN MID-CAP GROWTH FUND
Schedule of Investments
March 31, 2004

	Shares		Value


COMMON STOCKS - 98.69%

Autos & Transportation - 1.77%

C.H. Robinson Worldwide Inc		4,800	$	199,200
Gentex Corp		3,500		151,830

				351,030

Consumer Discretionary - 35.61%

Apollo Group Inc ‘A’ *		3,400		292,774
Career Education Corp *		1,725		97,704
CDW Corp		1,465		99,049
Chico’s FAS Inc *		4,362		202,397
ChoicePoint Inc *		4,600		174,938
Coach Inc *		4,730		193,883
Corporate Executive Board Co		2,050		96,350
DeVry Inc *		4,550		137,182
Dollar Tree Stores Inc *		7,930		244,958
Electronic Arts Inc *		3,975		214,491
Fisher Scientific International Inc *		1,850		101,824
Getty Images Inc *		2,850		153,843
GTECH Holdings Corp		7,180		424,625
Harman International Industries Inc		2,442		194,383
International Game Technology		5,000		224,800
Iron Mountain Inc *		4,475		199,719
ITT Educational Services Inc *		1,575		49,140
Krispy Kreme Doughnuts Inc *		2,000		68,680
MGM MIRAGE *		2,200		99,748
Mohawk Industries Inc *		1,665		137,113
Outback Steakhouse Inc		3,936		191,683
P.F. Chang’s China Bistro Inc *		4,000		201,240
PETsMART Inc		5,965		162,606
R.H. Donnelley Corp *		3,350		156,445
Radio One Inc ‘D’ *		12,825		237,262
Royal Caribbean Cruises Ltd (Liberia)		13,745		606,155
Sonic Corp *		3,050		104,554
Station Casinos Inc		13,425		592,982
The Cheesecake Factory Inc *		4,275		197,206
The Washington Post Co ‘B’		105		92,863
Univision Communications Inc ‘A’ *		11,600		382,916
Westwood One Inc *		4,925		145,041
Wynn Resorts Ltd *		14,115		494,025
XM Satellite Radio Holdings Inc ‘A’ *		3,450		96,600

				7,069,179

Consumer Staples - 0.49%

Whole Foods Market Inc		1,300		97,435


Energy - 1.98%

BJ Services Co *		4,300		186,061
Smith International Inc *		3,855		206,281

				392,342

Financial Services - 9.21%

Ameritrade Holding Corp *		10,175		156,695
Assurant Inc *		3,925		98,714
Chicago Mercantile Exchange Inc		1,100		106,414
Doral Financial Corp		2,877		101,270
Global Payments Inc		3,100		139,748
Interactive Data Corp *		7,250		128,905
Legg Mason Inc		2,095		194,374
Moody’s Corp		1,410		99,828
Plum Creek Timber Co Inc		5,850		190,008
SunGard Data Systems Inc *		4,530		124,122
The Dun & Bradstreet Corp *		1,775		94,963
UCBH Holdings Inc		4,600		184,184
White Mountains Insurance Group Ltd		400		209,800

				1,829,025

Health Care - 19.74%

Allergan Inc		2,200		185,152
Apogent Technologies Inc *		4,700		144,196
Biogen Idec Inc *		3,575		198,770
C.R. Bard Inc		2,000		195,280
Caremark Rx Inc *		8,750		290,937
Celgene Corp *		2,275		108,404
Charles River Laboratories International Inc *		2,825		121,051
Community Health Systems Inc *		3,375		93,926
Dade Behring Holdings Inc *		7,000		311,360
DaVita Inc *		2,025		96,694
Elan Corp PLC ADR * (Ireland)		3,400		70,108
Genzyme Corp *		1,990		93,610
Gilead Sciences Inc *		1,750		97,597
IDEXX Laboratories Inc *		1,975		112,318
Kinetic Concepts Inc *		2,500		112,125
Lincare Holdings Inc *		2,850		89,547
Omnicare Inc		2,175		96,418
PacifiCare Health Systems Inc *		2,675		105,796
Patterson Dental Co *		2,900		198,969
Shire Pharmaceuticals Group PLC ADR * (United Kingdom)		3,250		95,648
St. Jude Medical Inc *		1,350		97,335
Stericycle Inc *		6,500		311,090
Taro Pharmaceutical Industries Ltd * (Israel)		2,200		127,578
Varian Medical Systems Inc *		2,775		239,510
VCA Antech Inc *		3,900		138,957
Zimmer Holdings Inc *		2,525		186,295

				3,918,671

Integrated Oils - 3.38%

Suncor Energy Inc (Canada)		3,725		101,879
Ultra Petroleum Corp * (Canada)		18,975		569,440

				671,319

Materials & Processing - 4.80%

American Standard Companies Inc *		835		94,981
Ecolab Inc		3,575		101,995
Freeport-McMoRan Copper & Gold Inc ‘B’		5,975		233,563
Phelps Dodge Corp *		1,100		89,826
Placer Dome Inc (Canada)		8,175		146,905
Rinker Group Ltd ADR (Australia)		3,750		199,237
Sealed Air Corp *		1,740		86,530

				953,037

Multi-Industry - 1.04%

Brascan Corp ‘A’ (Canada)		5,150		207,339


Producer Durables - 4.66%

Crown Castle International Corp *		22,823		288,254
Graco Inc		3,425		99,702
KLA-Tencor Corp *		3,500		176,225
Lexmark International Inc *		2,875		264,500
NVR Inc *		208		95,680

				924,361


Technology - 12.22%

Adobe Systems Inc		7,265		286,459
Altera Corp *		8,525		174,336
Avaya Inc *		4,350		69,078
Cognizant Technology Solutions Corp *		1,550		70,137

See Notes to Financial Statements

See explanation of symbols on B-29

B-28

PACIFIC FUNDS
PF VAN KAMPEN MID-CAP GROWTH FUND
Schedule of Investments (Continued)
March 31, 2004

	Shares		Value


Corning Inc *		15,450	$	172,731
Integrated Circuit Systems Inc *		2,660		66,580
Juniper Networks Inc *		4,975		129,400
Marvell Technology Group Ltd * (Bermuda)		3,525		158,801
Mercury Interactive Corp *		3,875		173,600
National Semiconductor Corp *		1,600		71,088
Network Appliance Inc *		10,100		216,645
QLogic Corp *		1,705		56,282
Rambus Inc *		1,975		55,359
Red Hat Inc *		11,800		269,748
Symantec Corp *		6,190		286,597
Synopsys Inc *		5,810		168,258

				2,425,099

Utilities - 3.79%

IDT Corp ‘B’ *		4,850		97,727
Kinder Morgan Inc		1,600		100,832
NII Holdings Inc ‘B’ *		2,920		102,288
NTL Inc *		5,973		355,095
Questar Corp		2,625		95,655

				751,597


Total Common Stocks (Cost $17,595,003)				19,590,434


	Principal Amount


SHORT-TERM INVESTMENTS - 3.93%

U.S. Government Agency Issue - 3.93%

Freddie Mac 0.990% due 04/01/04	$	779,000		779,000


	Shares


Money Market Fund - 0.00%

BlackRock Liquidity Funds Institutional TempCash		136		136


Total Short-Term Investments (Cost $779,136)				779,136


TOTAL INVESTMENTS - 102.62% (Cost $18,374,139)				20,369,570


OTHER ASSETS AND LIABILITIES, NET - (2.62%)				(519,357	)


NET ASSETS - 100.00%			$	19,850,213

Explanation of Symbols for Schedules of Investments

~	Securities purchased in a private placement transaction; resale to the public may require registration.

#	Securities purchased on a when-issued or delayed delivery basis.

*	Non-income producing securities.

**	Securities were fully/partially segregated with the custodian to cover margin requirements for open futures contracts as of March 31, 2004.

”	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 listed is as of March 31, 2004.

See Notes to Financial Statements

B-29

[THIS PAGE INTENTIONALLY LEFT BLANK]

PACIFIC FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
MARCH 31, 2004

		PF Portfolio Optimization Model A Fund		PF Portfolio Optimization Model B Fund		PF Portfolio Optimization Model C Fund		PF Portfolio Optimization Model D Fund		PF Portfolio Optimization Model E Fund		PF AIM Blue Chip Fund		PF AIM Aggressive Growth Fund

ASSETS
Investments, at cost		$	5,993,495	$	13,089,166	$	33,801,985	$	32,037,545	$	18,241,650	$	22,619,062	$	7,540,072

Investments, at value		$	6,046,618	$	13,199,101	$	34,057,484	$	32,210,462	$	18,302,890	$	24,992,263	$	9,008,463
Cash			49,676		322,161		163,836		220,898		439,991		934		286
Receivables:
	Dividends and interest		16		11		47		35		22		15,385		1,675
	Fund shares sold		50,542		311,750		1,082,098		755,008		105,258		162,568		28,110
	Securities sold		—		—		—		—		—		56,329		62,981
Due from adviser			—		15,703		64,615		71,295		23,380		145,361		61,919
Prepaid expenses and other assets			58,832		63,087		68,006		67,683		63,651		6,024		2,074

Total Assets			6,205,684		13,911,813		35,436,086		33,325,381		18,935,192		25,378,864		9,165,508


LIABILITIES
Payables:
	Fund shares redeemed		120		160		720		840		731		—		30
	Securities purchased		49,676		322,161		163,836		220,898		439,991		277,613		36,899
	Accrued advisory fees		—		—		—		—		—		19,093		7,449
	Accrued administration fees		1,478		3,617		9,343		8,812		4,890		7,034		2,607
	Accrued trustee fees		223		452		1,105		1,061		493		642		25
	Accrued deferred trustee compensation		88		234		578		556		307		14,667		4,471
	Accrued distribution and service (12b-1) fees		1,449		3,128		8,263		7,501		3,920		10,729		3,984
	Accrued other		7,787		17,816		44,983		43,151		21,115		52,712		14,199
Variation margin on futures contracts			—		—		—		—		—		1,231		—

Total Liabilities			60,821		347,568		228,828		282,819		471,447		383,721		69,664

NET ASSETS		$	6,144,863	$	13,564,245	$	35,207,258	$	33,042,562	$	18,463,745	$	24,995,143	$	9,095,844

See Notes to Financial Statements

C-1

PACIFIC FUNDS
STATEMENTS OF ASSETS AND LIABILITIES (Continued)
MARCH 31, 2004

		PF Portfolio Optimization Model A Fund			PF Portfolio Optimization Model B Fund		PF Portfolio Optimization Model C Fund			PF Portfolio Optimization Model D Fund			PF Portfolio Optimization Model E Fund		PF AIM Blue Chip Fund			PF AIM Aggressive Growth Fund

NET ASSETS CONSIST OF:
Paid-in capital		$	6,086,853		$	13,443,645	$	34,932,777		$	32,859,432		$	18,400,130	$	25,419,485		$	7,906,376
Accumulated undistributed net investment income (loss)			5,506			10,550		20,004			11,823			2,375		(15,074	)		(4,471	)
Accumulated undistributed net realized gain (loss)			(619	)		115		(1,022	)		(1,610	)		—		(2,795,793	)		(274,452	)
Net unrealized appreciation on investments, futures and assets and liabilities in foreign currencies			53,123			109,935		255,499			172,917			61,240		2,386,525			1,468,391

NET ASSETS		$	6,144,863		$	13,564,245	$	35,207,258		$	33,042,562		$	18,463,745	$	24,995,143		$	9,095,844


Class A Shares:
	Net Assets	$	1,956,882		$	5,196,600	$	12,742,978		$	13,361,955		$	8,187,235	$	23,408,430		$	8,468,529
	Shares of beneficial interest outstanding		192,835			512,407		1,256,147			1,321,143			812,288		2,296,536			734,471
	Net Asset Value*	$	10.15		$	10.14	$	10.14		$	10.11		$	10.08	$	10.19		$	11.53
	Sales Charge - 5.50% of offering price		0.59			0.59		0.59			0.59			0.59		0.59			0.67

	Maximum offering price per share	$	10.74		$	10.73	$	10.73		$	10.70		$	10.67	$	10.78		$	12.20

Class B Shares:
	Net Assets	$	448,739		$	3,013,203	$	5,593,934		$	6,961,787		$	2,408,858	$	496,611		$	267,151
	Shares of beneficial interest outstanding		44,261			297,569		552,018			689,014			239,262		49,303			23,422
	Net Asset Value and offering price per share*	$	10.14		$	10.13	$	10.13		$	10.10		$	10.07	$	10.07		$	11.41

Class C Shares:
	Net Assets	$	3,739,242		$	5,354,442	$	16,870,346		$	12,718,820		$	7,867,652	$	1,090,102		$	360,164
	Shares of beneficial interest outstanding		369,190			528,693		1,666,836			1,260,451			781,574		108,321			31,538
	Net Asset Value*	$	10.13		$	10.13	$	10.12		$	10.09		$	10.07	$	10.06		$	11.42
	Sales Charge - 1.00% of offering price		0.10			0.10		0.10			0.10			0.10		0.10			0.12

	Maximum offering price per share	$	10.23		$	10.23	$	10.22		$	10.19		$	10.17	$	10.16		$	11.54

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

See Notes to Financial Statements

C-2

PACIFIC FUNDS
STATEMENTS OF ASSETS AND LIABILITIES (Continued)
MARCH 31, 2004

		PF Goldman Sachs Short Duration Bond Fund		PF INVESCO Health Sciences Fund		PF INVESCO Technology Fund		PF Janus Growth LT Fund		PF Lazard International Value Fund		PF MFS International Large-Cap Fund (1)		PF PIMCO Inflation Managed Fund

ASSETS
Investments, at cost		$	12,947,090	$	5,635,862	$	4,637,360	$	10,704,997	$	18,036,449	$	15,290,594	$	25,512,102

Investments, at value		$	12,998,105	$	7,021,938	$	5,889,684	$	12,921,156	$	21,086,992	$	16,184,723	$	26,100,993
Cash (2)			530,441		417,958		33,133		—		164,356		—		—
Foreign currency held, at value (3)			—		—		—		—		—		57,185		—
Receivables:
	Dividends and interest		57,816		4,559		1,086		8,943		114,703		36,524		158,687
	Fund shares sold		94,025		5,638		3,750		66,052		156,568		104,637		162,645
	Securities sold		—		42,727		100,619		35,715		—		41,535		—
Due from adviser			—		43,010		43,585		61,390		88,130		157,954		61,347
Forward foreign currency contracts appreciation			—		—		—		259		—		—		—
Variation margin on futures contracts			106		—		—		—		—		—		—
Prepaid expenses and other assets			42,516		1,751		1,332		2,827		4,696		2,719		4,090

Total Assets			13,723,009		7,537,581		6,073,189		13,096,342		21,615,445		16,585,277		26,487,762


LIABILITIES
Payables:
	Fund shares redeemed		—		15,204		—		15,106		10		—		50,585
	Securities purchased		—		96,111		41,562		341,662		435,928		667,320		5,323,025
	Accrued advisory fees		6,442		6,933		5,563		7,743		14,375		13,192		10,071
	Accrued administration fees		3,758		2,206		1,770		3,613		5,919		4,397		5,875
	Accrued trustee fees		446		69		—		202		—		—		2
	Accrued deferred trustee compensation		256		4,394		3,779		6,046		7,817		3,870		3,560
	Accrued distribution and service (12b-1) fees		5,399		3,368		2,733		5,450		8,933		6,480		10,201
	Accrued other		16,900		11,668		9,543		26,300		31,053		45,482		30,044
Forward foreign currency contracts depreciation			—		—		—		3,747		—		—		—
Outstanding options written, at value (premiums received $2,319 and $34,776, respectively)			—		—		1,330		—		—		—		29,098

Total Liabilities			33,201		139,953		66,280		409,869		504,035		740,741		5,462,461

NET ASSETS		$	13,689,808	$	7,397,628	$	6,006,909	$	12,686,473	$	21,111,410	$	15,844,536	$	21,025,301

(1)		Formerly named PF MFS Global Growth Fund.

(2)		Includes margin deposits segregated for futures contracts in the PF Goldman Sachs Short Duration Bond Fund of $50,000.

(3)		Foreign currency held at cost for the PF MFS International Large-Cap Fund was $55,410.

See Notes to Financial Statements

C-3

PACIFIC FUNDS
STATEMENTS OF ASSETS AND LIABILITIES (Continued)
MARCH 31, 2004

		PF Goldman Sachs Short Duration Bond Fund		PF INVESCO Health Sciences Fund			PF INVESCO Technology Fund			PF Janus Growth LT Fund			PF Lazard International Value Fund			PF MFS International Large-Cap Fund (1)			PF PIMCO Inflation Managed Fund

NET ASSETS CONSIST OF:
Paid-in capital		$	13,585,219	$	7,180,226		$	6,188,015		$	12,208,791		$	17,961,389		$	14,598,312		$	19,866,783
Accumulated undistributed net investment income (loss)			22,118		(6,325	)		(3,917	)		(16,707	)		(18,344	)		(3,870	)		(1,017	)
Accumulated undistributed net realized gain (loss)			30,469		(1,161,541	)		(1,430,502	)		(1,718,263	)		114,918			353,686			564,966
Net unrealized appreciation on investments, futures and assets and liabilities in foreign currencies			52,002		1,385,268			1,253,313			2,212,652			3,053,447			896,408			594,569

NET ASSETS		$	13,689,808	$	7,397,628		$	6,006,909		$	12,686,473		$	21,111,410		$	15,844,536		$	21,025,301

Class A Shares:
	Net Assets	$	13,617,398	$	6,877,254		$	5,515,336		$	11,993,545		$	20,006,553		$	15,357,647		$	16,263,425
	Shares of beneficial interest outstanding		1,349,577		656,351			555,699			1,160,421			1,682,429			1,323,185			1,487,762
	Net Asset Value*	$	10.09	$	10.48		$	9.93		$	10.34		$	11.89		$	11.61		$	10.93
	Sales Charge - 5.50% of offering price		0.59		0.61			0.58			0.60			0.69			0.68			0.64

	Maximum offering price per share	$	10.68	$	11.09		$	10.51		$	10.94		$	12.58		$	12.29		$	11.57

Class B Shares:
	Net Assets	$	10,088	$	218,236		$	121,208		$	292,746		$	323,716		$	264,604		$	697,297
	Shares of beneficial interest outstanding		1,001		21,110			12,359			28,582			27,595			23,083			64,022
	Net Asset Value and offering price per share*	$	10.08	$	10.34		$	9.81		$	10.24		$	11.73		$	11.46		$	10.89

Class C Shares:
	Net Assets	$	62,322	$	302,138		$	370,365		$	400,182		$	781,141		$	222,285		$	4,064,579
	Shares of beneficial interest outstanding		6,184		29,199			37,811			39,194			66,585			19,368			373,276
	Net Asset Value*	$	10.08	$	10.35		$	9.80		$	10.21		$	11.73		$	11.48		$	10.89
	Sales Charge - 1.00% of offering price		0.10		0.10			0.10			0.10			0.12			0.12			0.11

	Maximum offering price per share	$	10.18	$	10.45		$	9.90		$	10.31		$	11.85		$	11.60		$	11.00

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

(1)	Formerly named PF MFS Global Growth Fund.

See Notes to Financial Statements

C-4

PACIFIC FUNDS
STATEMENTS OF ASSETS AND LIABILITIES(Continued)
MARCH 31, 2004

		PF PIMCO Managed Bond Fund		PF Pacific Life Money Market Fund		PF Putnam Equity Income Fund		PF Salomon Brothers Large- Cap Value Fund		PF Van Kampen Comstock Fund (1)		PF Van Kampen Mid-Cap Growth Fund (2)

ASSETS
Investments, at cost		$	22,094,656	$	16,703,427	$	13,335,421	$	23,827,612	$	10,942,498	$	18,374,139

Investments, at value		$	22,631,436	$	16,703,427	$	15,334,095	$	26,765,934	$	12,660,004	$	20,369,570
Cash			—		—		—		434,689		—		—
Foreign currency held, at value (3)			192,122		—		—		—		—		—
Receivables:
	Dividends and interest		144,698		4,980		26,079		48,548		23,130		1,755
	Fund shares sold		130,049		53,597		43,145		168,965		54,524		133,842
	Securities sold		90,116		—		49,592		—		—		155,541
	Securities sold short		5,677,701		—		—		—		—		—
	Other		32,940		—		—		—		—		—
Due from adviser			156,391		125,888		92,594		102,248		74,655		88,855
Forward foreign currency contracts appreciation			21,283		—		—		—		—		—
Variation margin on futures contracts			112,308		—		—		—		—		—
Prepaid expenses and other assets			7,976		4,685		3,567		6,095		2,893		3,767

Total Assets			29,197,020		16,892,577		15,549,072		27,526,479		12,815,206		20,753,330


LIABILITIES
Payables:
	Fund shares redeemed		5,387		498,014		3,500		281,555		159		70
	Securities purchased		—		—		131,035		2,105		144,820		840,416
	Securities sold short, at value (proceeds $5,677,701)		5,676,721		—		—		—		—		—
	Income and capital gains distributions		4,295		30		—		—		—		—
	Accrued advisory fees		11,133		5,856		12,058		18,996		9,809		14,065
	Accrued administration fees		6,494		5,124		4,442		7,822		3,614		5,470
	Accrued trustee fees		1,933		2,406		—		653		56		437
	Accrued deferred trustee compensation		15,614		8,482		8,207		9,852		5,070		6,464
	Accrued distribution and service (12b-1) fees		10,675		7,371		6,692		11,959		5,450		8,427
	Accrued other		60,069		38,441		32,706		46,378		22,002		27,768
Forward foreign currency contracts depreciation			3,385		—		—		—		—		—
Outstanding options written, at value (premium received $173,374)			124,616		—		—		—		—		—
Interest rate swap depreciation			187,964		—		—		—		—		—

Total Liabilities			6,108,286		565,724		198,640		379,320		190,980		903,117

NET ASSETS		$	23,088,734	$	16,326,853	$	15,350,432	$	27,147,159	$	12,624,226	$	19,850,213

(1)	Formerly named PF Janus Strategic Value Fund.

(2)	Formerly named PF MFS Mid-Cap Growth Fund.

(3)	Foreign currency held at cost for the PF PIMCO Managed Bond Fund was $191,681.

See Notes to Financial Statements

C-5

PACIFIC FUNDS
STATEMENTS OF ASSETS AND LIABILITIES (Continued)
MARCH 31, 2004

		PF PIMCO Managed Bond Fund			PF Pacific Life Money Market Fund			PF Putnam Equity Income Fund			PF Salomon Brothers Large- Cap Value Fund			PF Van Kampen Comstock Fund (1)			PF Van Kampen Mid-Cap Growth Fund (2)

NET ASSETS CONSIST OF:
Paid-in capital		$	22,213,904		$	16,319,083		$	14,052,041		$	25,732,753		$	11,661,596		$	21,170,198
Accumulated undistributed net investment income (loss)			275,901			7,827			8,460			28,494			11,504			(6,464	)
Accumulated undistributed net realized loss			(45,890	)		(57	)		(708,743	)		(1,552,410	)		(766,380	)		(3,308,952	)
Net unrealized appreciation on investments, futures and assets and liabilities in foreign currencies			644,819			—			1,998,674			2,938,322			1,717,506			1,995,431

NET ASSETS		$	23,088,734		$	16,326,853		$	15,350,432		$	27,147,159		$	12,624,226		$	19,850,213

Class A Shares:
	Net Assets	$	19,801,687		$	14,627,279		$	14,511,218		$	25,314,992		$	11,944,795		$	18,388,268
	Shares of beneficial interest outstanding		1,894,467			14,628,191			1,356,592			2,314,111			1,050,285			2,295,133
	Net Asset Value*	$	10.45		$	1.00		$	10.70		$	10.94		$	11.37		$	8.01
	Sales Charge - 5.50% of offering price		0.61			—			0.62			0.64			0.66			0.47

	Maximum offering price per share	$	11.06		$	1.00		$	11.32		$	11.58		$	12.03		$	8.48

Class B Shares:
	Net Assets	$	972,132		$	743,755		$	223,314		$	555,643		$	453,185		$	504,433
	Shares of beneficial interest outstanding		93,157			744,107			21,064			51,317			40,335			63,585
	Net Asset Value and offering price per share*	$	10.44		$	1.00		$	10.60		$	10.83		$	11.24		$	7.93

Class C Shares:
	Net Assets	$	2,314,915		$	955,819		$	615,900		$	1,276,524		$	226,246		$	957,512
	Shares of beneficial interest outstanding		221,685			956,361			58,074			118,129			20,136			120,845
	Net Asset Value*	$	10.44		$	1.00		$	10.61		$	10.81		$	11.24		$	7.92
	Sales Charge - 1.00% of offering price		0.11			—			0.11			0.11			0.11			0.08

	Maximum offering price per share	$	10.55		$	1.00		$	10.72		$	10.92		$	11.35		$	8.00

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

(1)	Formerly named PF Janus Strategic Value Fund.

(2)	Formerly named PF MFS Mid-Cap Growth Fund.

See Notes to Financial Statements

C-6

PACIFIC FUNDS
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 2004

		PF Portfolio Optimization Model A Fund (1)				PF Portfolio Optimization Model B Fund (1)				PF Portfolio Optimization Model C Fund (1)				PF Portfolio Optimization Model D Fund (1)				PF Portfolio Optimization Model E Fund (1)				PF AIM Blue Chip Fund			PF AIM Aggressive Growth Fund

INVESTMENT INCOME
Dividends, net of foreign taxes withheld (2)			$	5,561			$	10,650			$	20,255			$	12,035			$	2,483		$	170,566		$	20,431
Interest				56				118				334				310				163			8,594			4,017

Total Investment Income				5,617				10,768				20,589				12,345				2,646			179,160			24,448

EXPENSES
Advisory fees				—				—				—				—				—			140,161			72,962
Administration fees				3,225				8,154				20,096				19,659				10,855			51,638			25,537
Support services expenses				760				1,680				4,121				3,961				1,961			5,647			6,362
Custodian fees and expenses				5,500				6,000				7,300				7,300				5,999			31,434			30,818
Shareholder reports				704				1,556				3,015				2,867				1,815			6,441			3,871
Distribution and service (12b-1) fees
	Class A			—				—				—				—				—			57,154			33,312
	Class B			393				2,831				4,745				5,826				1,947			10,906			2,475
	Class C			2,841				4,298				13,412				10,540				6,632			22,323			3,863
Transfer agency out-of-pocket expenses				4,313				9,534				23,382				22,474				11,123			59,579			27,355
Accounting out-of-pocket expenses				65				71				112				121				99			6,545			2,691
Registration fees				1,527				2,188				5,114				14,485				3,174			38,841			29,511
Legal and audit fees				2,988				5,606				14,200				13,571				6,708			24,773			12,673
Trustees’ fees and expenses				851				1,879				4,609				4,430				2,193			9,151			4,352
Offering expenses				15,773				15,773				15,773				15,773				15,773			—			—
Other				1,131				2,499				6,130				5,891				2,916			12,600			6,116

Total Expenses				40,071				62,069				122,009				126,898				71,195			477,193			261,898
Adviser Expense Reimbursement				(36,837	)			(54,940	)			(103,852	)			(110,532	)			(62,617	)		(180,256	)		(116,454	)

Net Expenses				3,234				7,129				18,157				16,366				8,578			296,937			145,444

NET INVESTMENT INCOME (LOSS)				2,383				3,639				2,432				(4,021	)			(5,932	)		(117,777	)		(120,996	)

NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:
	Investment security transactions			(619	)			115				(1,022	)			(1,610	)			—			(558,155	)		655,478
	Futures contracts and written option transactions			—				—				—				—				—			96,287			—

Net Realized Gain (Loss)				(619	)			115				(1,022	)			(1,610	)			—			(461,868	)		655,478

Change in net unrealized appreciation (depreciation) on:
	Investment securities			53,123				109,935				255,499				172,917				61,240			3,242,016			1,477,627
	Futures contracts and written options			—				—				—				—				—			15,337			—
	Foreign currencies			—				—				—				—				—			(7	)		—

Change in Net Unrealized Appreciation				53,123				109,935				255,499				172,917				61,240			3,257,346			1,477,627

NET GAIN				52,504				110,050				254,477				171,307				61,240			2,795,478			2,133,105

	NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$	54,887			$	113,689			$	256,909			$	167,286			$	55,308		$	2,677,701		$	2,012,109

(1)	Operations commenced on December 31, 2003.

(2)	Net of $272 and $50 foreign withholding taxes for the PF AIM Blue Chip and PF AIM Aggressive Growth Funds, respectively.

See Notes to Financial Statements

C-7

PACIFIC FUNDS
STATEMENTS OF OPERATIONS (Continued)
FOR THE YEAR ENDED MARCH 31, 2004

		PF Goldman Sachs Short Duration Bond Fund (1)			PF INVESCO Health Sciences Fund			PF INVESCO Technology Fund			PF Janus Growth LT Fund			PF Lazard International Value Fund			PF MFS International Large-Cap Fund (2)			PF PIMCO Inflation Managed Fund

INVESTMENT INCOME
Dividends, net of foreign taxes withheld (3)		$	1,346		$	59,623		$	8,578		$	52,937		$	392,107		$	128,741		$	5,042
Interest			45,214			119			60			8,089			208			5,804			370,000

Total Investment Income			46,560			59,742			8,638			61,026			392,315			134,545			375,042

EXPENSES
Advisory fees			15,645			74,054			59,862			73,879			131,889			88,193			83,980
Administration fees			9,126			23,562			19,047			34,477			54,307			28,578			48,989
Support services expenses			1,720			6,712			6,422			9,881			10,732			6,966			10,074
Custodian fees and expenses			1,000			18,422			23,695			31,004			26,995			204,644			6,177
Shareholder reports			1,593			2,644			1,741			5,497			7,228			3,224			6,707
Distribution and service (12b-1) fees
	Class A		12,963			31,878			25,650			42,994			57,396			37,805			48,625
	Class B		25			1,599			899			4,301			12,669			2,439			9,528
	Class C		124			1,966			2,221			8,218			27,702			3,603			33,190
Transfer agency out-of-pocket expenses			9,761			24,357			16,477			44,386			50,823			29,454			44,583
Accounting out-of-pocket expenses			410			1,993			3,990			3,744			4,934			28,421			3,263
Registration fees			1,419			29,327			29,222			29,889			32,560			32,078			29,283
Legal and audit fees			5,764			11,761			8,928			18,610			25,749			13,478			19,886
Trustees’ fees and expenses			1,924			3,947			2,924			6,331			8,576			4,274			7,674
Offering expenses			6,992			—			—			—			—			—			41,251
Other			2,560			5,650			4,323			8,933			11,670			6,498			9,851

Total Expenses			71,026			237,872			205,401			322,144			463,230			489,655			403,061
Adviser Expense Reimbursement			(30,535	)		(98,080	)		(92,280	)		(148,424	)		(163,749	)		(320,872	)		(164,752	)

Net Expenses			40,491			139,792			113,121			173,720			299,481			168,783			238,309

NET INVESTMENT INCOME (LOSS)			6,069			(80,050	)		(104,483	)		(112,694	)		92,834			(34,238	)		136,733

NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:
	Investment security transactions		30,528			763,952			387,263			425,668			518,536			1,196,389			857,837
	Closed short positions		—			—			—			—			—			—			(4,194	)
	Futures contracts and written option transactions		(59	)		—			(9,401	)		—			—			—			10,423
	Foreign currency transactions		—			(1,932	)		(137	)		(21,288	)		(104,171	)		3,210			—

Net Realized Gain			30,469			762,020			377,725			404,380			414,365			1,199,599			864,066

Change in net unrealized appreciation (depreciation) on:
	Investment securities		51,015			953,180			1,502,756			2,480,079			3,985,530			1,174,263			511,981
	Short positions		—			—			—			—			—			—			(1,260	)
	Futures contracts and written options		987			—			(963	)		—			—			—			5,678
	Foreign currencies		—			(863	)		—			1,017			1,067			2,167			—

Change in Net Unrealized Appreciation			52,002			952,317			1,501,793			2,481,096			3,986,597			1,176,430			516,399

NET GAIN			82,471			1,714,337			1,879,518			2,885,476			4,400,962			2,376,029			1,380,465

	NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	88,540		$	1,634,287		$	1,775,035		$	2,772,782		$	4,493,796		$	2,341,791		$	1,517,198

(1)	Operations commenced on December 31, 2003.

(2)	Formerly named PF MFS Global Growth Fund.

(3)	Net of $0, $1,846, $413, $1,742, $50,783, $13,514, and $0 foreign withholding taxes, respectively.

See Notes to Financial Statements

C-8

PACIFIC FUNDS
STATEMENTS OF OPERATIONS (Continued)
FOR THE YEAR ENDED MARCH 31, 2004

		PF PIMCO Managed Bond Fund			PF Pacific Life Money Market Fund			PF Putnam Equity Income Fund			PF Salomon Brothers Large- Cap Value Fund			PF Van Kampen Comstock Fund (1)			PF Van Kampen Mid-Cap Growth Fund (2)

INVESTMENT INCOME
Dividends, net of foreign taxes withheld (3)		$	6,241		$	554		$	303,184		$	427,392		$	171,717		$	48,366
Interest			742,364			179,831			13,261			3,118			6,707			4,894

Total Investment Income			748,605			180,385			316,445			430,510			178,424			53,260

EXPENSES
Advisory fees			140,276			66,098			119,539			175,217			79,324			111,135
Administration fees			81,828			57,836			44,040			72,148			29,225			43,219
Support services expenses			25,497			14,742			8,275			14,727			14,156			16,988
Custodian fees and expenses			35,282			14,934			46,519			16,800			23,874			57,304
Shareholder reports			11,954			8,166			6,648			9,929			4,654			5,160
Distribution and service (12b-1) fees
	Class A		82,359			69,509			56,667			80,789			37,527			47,234
	Class B		21,523			10,519			3,784			14,286			4,600			9,497
	Class C		47,553			15,707			8,713			30,274			3,845			19,520
Transfer agency out-of-pocket expenses			112,343			80,542			49,510			74,689			39,632			33,228
Accounting out-of-pocket expenses			21,640			—			7,205			3,625			3,107			4,934
Registration fees			33,604			31,633			29,528			32,495			32,300			33,841
Legal and audit fees			48,514			33,076			21,180			32,995			18,484			21,321
Trustees’ fees and expenses			17,588			10,661			6,922			12,566			5,119			7,053
Other			23,108			17,865			10,889			15,423			7,721			10,267

Total Expenses			703,069			431,288			419,419			585,963			303,568			420,701
Adviser Expense Reimbursement/Distributor waiver			(306,150	)		(271,427	)		(174,093	)		(192,635	)		(140,698	)		(177,748	)

Net Expenses			396,919			159,861			245,326			393,328			162,870			242,953

NET INVESTMENT INCOME (LOSS)			351,686			20,524			71,119			37,182			15,554			(189,693	)

NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:
	Investment security transactions		270,395			(7	)		93,425			(191,570	)		(34,017	)		1,603,495
	Closed short positions		(254,176	)		—			—			—			—			—
	Futures contracts and written option transactions		445,052			—			—			—			—			—
	Foreign currency transactions		57,498			—			—			—			5			—

Net Realized Gain (Loss)			518,769			(7	)		93,425			(191,570	)		(34,012	)		1,603,495

Change in net unrealized appreciation (depreciation) on:
	Investment securities		175,864			—			3,456,331			6,352,314			2,444,854			1,983,332
	Short positions		980			—			—			—			—			—
	Futures contracts and written options		214,969			—			—			—			—			—
	Foreign currencies		5,192			—			—			—			(27	)		—

Change in Net Unrealized Appreciation			397,005			—			3,456,331			6,352,314			2,444,827			1,983,332

NET GAIN (LOSS)			915,774			(7	)		3,549,756			6,160,744			2,410,815			3,586,827

	NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	1,267,460		$	20,517		$	3,620,875		$	6,197,926		$	2,426,369		$	3,397,134

(1)	Formerly named PF Janus Stategic Value Fund.

(2)	Formerly named PF MFS Mid-Cap Growth Fund.

(3)	Net of $0, $0, $1,856, $4,785, $1,387 and $759, foreign withholding taxes, respectively.

See Notes to Financial Statements

C-9

PACIFIC FUNDS
STATEMENTS OF CHANGES IN NET ASSETS

		PF Portfolio Optimization Model A Fund			PF Portfolio Optimization Model B Fund			PF Portfolio Optimization Model C Fund			PF Portfolio Optimization Model D Fund			PF Portfolio Optimization Model E Fund

		Period Ended March 31, 2004 (1)			Period Ended March 31, 2004 (1)			Period Ended March 31, 2004 (1)			Period Ended March 31, 2004 (1)			Period Ended March 31, 2004 (1)

OPERATIONS
Net investment income (loss)		$	2,383		$	3,639		$	2,432		$	(4,021	)	$	(5,932	)
Net realized gain (loss)			(619	)		115			(1,022	)		(1,610	)		—
Change in net unrealized appreciation			53,123			109,935			255,499			172,917			61,240

Net Increase in Net Assets Resulting from Operations			54,887			113,689			256,909			167,286			55,308

DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
	Class A		—			—			—			—			—
	Class B		—			—			—			—			—
	Class C		—			—			—			—			—
Net realized gains
	Class A		—			—			—			—			—
	Class B		—			—			—			—			—
	Class C		—			—			—			—			—

Net Decrease in Net Assets Resulting from Distributions to Shareholders			—			—			—			—			—

CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
	Class A		2,233,140			5,649,869			13,094,785			13,417,132			8,272,753
	Class B		467,679			3,164,117			5,567,570			7,233,852			2,426,197
	Class C		3,930,307			5,589,111			17,165,760			13,213,704			7,934,802
Dividends reinvestments
	Class A		—			—			—			—			—
	Class B		—			—			—			—			—
	Class C		—			—			—			—			—
Cost of shares repurchased
	Class A		(292,937	)		(498,468	)		(443,269	)		(144,669	)		(126,402	)
	Class B		(23,278	)		(178,631	)		(19,382	)		(301,359	)		(17,952	)
	Class C		(224,935	)		(275,442	)		(415,115	)		(543,384	)		(80,961	)

Net Increase in Net Assets Derived from Capital Share Transactions			6,089,976			13,450,556			34,950,349			32,875,276			18,408,437

NET INCREASE IN NET ASSETS			6,144,863			13,564,245			35,207,258			33,042,562			18,463,745

NET ASSETS
Beginning of Period			—			—			—			—			—

End of Period		$	6,144,863		$	13,564,245		$	35,207,258		$	33,042,562		$	18,463,745

Undistributed net investment income at end of period		$	5,506		$	10,550		$	20,004		$	11,823		$	2,375

(1)

Operations commenced on December 31, 2003.

See Notes to Financial Statements

C-10

PACIFIC FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (Continued)

		PF AIM Blue Chip Fund						PF AIM Aggressive Growth Fund						PF Goldman Sachs Short Duration Bond Fund

		Year Ended March 31, 2004			Year Ended March 31, 2003			Year Ended March 31, 2004			Year Ended March 31, 2003			Period Ended March 31, 2004 (1)

OPERATIONS
Net investment income (loss)		$	(117,777	)	$	(67,971	)	$	(120,996	)	$	(98,866	)		$	6,069
Net realized gain (loss)			(461,868	)		(976,563	)		655,478			(777,769	)			30,469
Change in net unrealized appreciation (depreciation)			3,257,346			(1,973,986	)		1,477,627			(1,115,746	)			52,002

Net Increase (Decrease) in Net Assets Resulting from Operations			2,677,701			(3,018,520	)		2,012,109			(1,992,381	)			88,540

DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
	Class A		—			—			—			—				—
	Class B		—			—			—			—				—
	Class C		—			—			—			—				—
Net realized gains
	Class A		—			—			—			—				—
	Class B		—			—			—			—				—
	Class C		—			—			—			—				—

Net Decrease in Net Assets Resulting from Distributions to Shareholders			—			—			—			—				—

CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
	Class A		16,067,388			1,900,875			3,105,811			193,336				13,672,919
	Class B		1,156,383			800,289			336,503			60,918				10,010
	Class C		2,831,826			1,473,852			590,678			114,733				62,360
Dividends reinvestments
	Class A		—			—			—			—				—
	Class B		—			—			—			—				—
	Class C		—			—			—			—				—
Cost of shares repurchased
	Class A		(9,951,821	)		(1,996,697	)		(1,507,321	)		(847,697	)			(143,651	)
	Class B		(1,730,319	)		(40,980	)		(198,653	)		(2,348	)			—
	Class C		(3,883,409	)		(37,479	)		(452,324	)		(8,084	)			(370	)
Proceeds from fund acquisition (2)
	Class A		7,488,383			—			—			—				—
	Class B		50,735			—			—			—				—
	Class C		142,407			—			—			—				—

Net Increase (Decrease) in Net Assets Derived from Capital Share Transactions			12,171,573			2,099,860			1,874,694			(489,142	)			13,601,268

NET INCREASE (DECREASE) IN NET ASSETS			14,849,274			(918,660	)		3,886,803			(2,481,523	)			13,689,808

NET ASSETS
Beginning of Year/Period			10,145,869			11,064,529			5,209,041			7,690,564				—

End of Year/Period		$	24,995,143		$	10,145,869		$	9,095,844		$	5,209,041			$	13,689,808

Undistributed net investment income (loss) at end of year/period		$	(15,074	)	$	(5,256	)	$	(4,471	)	$	(3,526	)		$	22,118

(1)	Operations commenced on December 31, 2003.

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

See Notes to Financial Statements

C-11

PACIFIC FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (Continued)

		PF INVESCO Health Sciences Fund						PF INVESCO Technology Fund						PF Janus Growth LT Fund

		Year Ended March 31, 2004			Year Ended March 31, 2003			Year Ended March 31, 2004			Year Ended March 31, 2003			Year Ended March 31, 2004			Year Ended March 31, 2003

OPERATIONS
Net investment loss		$	(80,050	)	$	(89,289	)	$	(104,483	)	$	(85,600	)	$	(112,694	)	$	(76,447	)
Net realized gain (loss)			762,020			(1,537,522	)		377,725			(1,648,225	)		404,380			(1,925,843	)
Change in net unrealized appreciation (depreciation)			952,317			223,983			1,501,793			(1,645,163	)		2,481,096			(606,804	)

Net Increase (Decrease) in Net Assets Resulting from Operations			1,634,287			(1,402,828	)		1,775,035			(3,378,988	)		2,772,782			(2,609,094	)

DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
	Class A		—			—			—			—			—			—
	Class B		—			—			—			—			—			—
	Class C		—			—			—			—			—			—
Net realized gains
	Class A		—			—			—			—			—			—
	Class B		—			—			—			—			—			—
	Class C		—			—			—			—			—			—

Net Decrease in Net Assets Resulting from Distributions to Shareholders			—			—			—			—			—			—

CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
	Class A		226,151			805,954			135,549			30,769			5,380,341			835,684
	Class B		87,041			91,991			90,911			24,496			371,333			275,409
	Class C		206,672			96,992			289,701			78,233			894,919			615,901
Dividends reinvestments
	Class A		—			—			—			—			—			—
	Class B		—			—			—			—			—			—
	Class C		—			—			—			—			—			—
Cost of shares repurchased
	Class A		(547,498	)		(1,634,258	)		(209,126	)		(601,001	)		(2,589,629	)		(1,286,073	)
	Class B		(13,774	)		(11,115	)		(26,845	)		(15,949	)		(513,895	)		(7,630	)
	Class C		(63,798	)		(5,082	)		(46,241	)		(744	)		(1,386,348	)		(27,389	)

Net Increase (Decrease) in Net Assets Derived from Capital Share Transactions			(105,206	)		(655,518	)		233,949			(484,196	)		2,156,721			405,902

NET INCREASE (DECREASE) IN NET ASSETS			1,529,081			(2,058,346	)		2,008,984			(3,863,184	)		4,929,503			(2,203,192	)

NET ASSETS
Beginning of Year			5,868,547			7,926,893			3,997,925			7,861,109			7,756,970			9,960,162

End of Year		$	7,397,628		$	5,868,547		$	6,006,909		$	3,997,925		$	12,686,473		$	7,756,970

Undistributed net investment loss at end of year		$	(6,325	)	$	(3,312	)	$	(3,917	)	$	(3,035	)	$	(16,707	)	$	(16,023	)

See Notes to Financial Statements

C-12

PACIFIC FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (Continued)

		PF Lazard International Value Fund						PF MFS International Large-Cap Fund (1)						PF PIMCO Inflation Managed Fund

		Year Ended March 31, 2004			Year Ended March 31, 2003			Year Ended March 31, 2004			Year Ended March 31, 2003			Year Ended March 31, 2004			Period Ended March 31, 2003 (2)

OPERATIONS
Net investment income (loss)		$	92,834		$	57,826		$	(34,238	)	$	(22,555	)	$	136,733		$	31,487
Net realized gain (loss)			414,365			(408,788	)		1,199,599			(795,770	)		864,066			70,345
Change in net unrealized appreciation (depreciation)			3,986,597			(1,535,408	)		1,176,430			(736,191	)		516,399			78,170

Net Increase (Decrease) in Net Assets Resulting from Operations			4,493,796			(1,886,370	)		2,341,791			(1,554,516	)		1,517,198			180,002

DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
	Class A		(23,198	)		(28,445	)		—			—			(154,803	)		(29,246	)
	Class B		(2,972	)		(1,913	)		—			—			(15,333	)		(562	)
	Class C		(6,770	)		(4,078	)		—			—			(43,314	)		(1,373	)
Net realized gains
	Class A		—			(45,705	)		—			(124,390	)		(200,394	)		—
	Class B		—			(389	)		—			(418	)		(27,945	)		—
	Class C		—			(2,132	)		—			(212	)		(92,770	)		—

Net Decrease in Net Assets Resulting from Distributions to Shareholders			(32,940	)		(82,662	)		—			(125,020	)		(534,559	)		(31,181	)

CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
	Class A		38,792,992			6,682,746			16,083,888			4,191,604			11,697,438			6,347,968
	Class B		1,526,229			845,346			384,450			43,068			2,456,030			159,771
	Class C		3,460,266			1,759,737			598,210			74,289			7,431,039			504,905
Dividends reinvestments
	Class A		22,913			72,436			—			113,748			354,500			29,246
	Class B		2,905			2,207			—			418			42,578			473
	Class C		6,759			6,305			—			212			122,662			1,304
Cost of shares repurchased
	Class A		(28,999,092	)		(5,618,470	)		(7,367,278	)		(4,942,110	)		(2,863,640	)		(232,743	)
	Class B		(2,442,743	)		(42,393	)		(257,516	)		(222	)		(2,010,159	)		—
	Class C		(5,365,157	)		(79,744	)		(580,936	)		(1,231	)		(4,119,142	)		(28,389	)

Net Increase (Decrease) in Net Assets Derived from Capital Share Transactions			7,005,072			3,628,170			8,860,818			(520,224	)		13,111,306			6,782,535

NET INCREASE (DECREASE) IN NET ASSETS			11,465,928			1,659,138			11,202,609			(2,199,760	)		14,093,945			6,931,356

NET ASSETS
Beginning of Year/Period			9,645,482			7,986,344			4,641,927			6,841,687			6,931,356			—

End of Year/Period		$	21,111,410		$	9,645,482		$	15,844,536		$	4,641,927		$	21,025,301		$	6,931,356

Undistributed net investment income (loss) at end of year/period		$	(18,344	)	$	25,933		$	(3,870	)	$	(3,824	)	$	(1,017	)	$	7,915

(1) Formerly named PF MFS Global Growth Fund.

(2) Operations commenced on December 31, 2002.

See Notes to Financial Statements

C-13

PACIFIC FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (Continued)

		PF PIMCO Managed Bond Fund						PF Pacific Life Money Market Fund						PF Putnam Equity Income Fund

		Year Ended March 31, 2004			Year Ended March 31, 2003			Year Ended March 31, 2004			Year Ended March 31, 2003			Year Ended March 31, 2004			Year Ended March 31, 2003

OPERATIONS
Net investment income		$	351,686		$	559,594		$	20,524		$	117,708		$	71,119		$	55,860
Net realized gain (loss)			518,769			2,246,858			(7	)		(50	)		93,425			(782,021	)
Change in net unrealized appreciation (depreciation)			397,005			644,076			—			—			3,456,331			(1,942,233	)

Net Increase (Decrease) in Net Assets Resulting from Operations			1,267,460			3,450,528			20,517			117,658			3,620,875			(2,668,394	)

DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
	Class A		(534,088	)		(822,096	)		(22,723	)		(117,028	)		(64,859	)		(90,783	)
	Class B		(65,410	)		(32,967	)		(722	)		(245	)		(1,696	)		(959	)
	Class C		(145,679	)		(96,396	)		(1,079	)		(435	)		(4,870	)		(2,562	)
Net realized gains
	Class A		—			(1,013,640	)		—			—			—			—
	Class B		—			(61,509	)		—			—			—			—
	Class C		—			(197,240	)		—			—			—			—

Net Decrease in Net Assets Resulting from Distributions to Shareholders			(745,177	)		(2,223,848	)		(24,524	)		(117,708	)		(71,425	)		(94,304	)

CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
	Class A		36,395,333			12,479,148			38,550,926			7,721,450			3,995,985			727,291
	Class B		1,897,466			1,858,665			1,522,624			821,580			369,933			279,145
	Class C		5,604,847			4,246,502			3,533,422			1,497,246			1,022,608			573,829
Dividends reinvestments
	Class A		439,156			1,530,194			21,253			109,308			64,756			90,410
	Class B		64,598			92,878			662			247			1,694			959
	Class C		131,590			255,022			1,045			435			4,870			2,562
Cost of shares repurchased
	Class A		(35,689,854	)		(30,122,684	)		(37,033,673	)		(21,795,052	)		(1,526,542	)		(197,143	)
	Class B		(3,010,031	)		(121,135	)		(1,560,988	)		(127,876	)		(530,783	)		(9,527	)
	Class C		(8,061,275	)		(249,008	)		(3,651,257	)		(499,191	)		(1,214,318	)		(23,159	)

Net Increase (Decrease) in Net Assets Derived from Capital Share Transactions			(2,228,170	)		(10,030,418	)		1,384,014			(12,271,853	)		2,188,203			1,444,367

NET INCREASE (DECREASE) IN NET ASSETS			(1,705,887	)		(8,803,738	)		1,380,007			(12,271,903	)		5,737,653			(1,318,331	)

NET ASSETS
Beginning of Year			24,794,621			33,598,359			14,946,846			27,218,749			9,612,779			10,931,110

End of Year		$	23,088,734		$	24,794,621		$	16,326,853		$	14,946,846		$	15,350,432		$	9,612,779

Undistributed net investment income at end of year		$	275,901		$	163,662		$	7,827		$	47,347		$	8,460		$	12,362

See Notes to Financial Statements

C-14

PACIFIC FUNDS
STATEMENTS OF CHANGES IN NET ASSETS (Continued)

			PF Salomon Brothers Large-Cap Value Fund						PF Van Kampen Comstock Fund (1)						PF Van Kampen Mid-Cap Growth Fund (2)

			Year Ended March 31, 2004			Year Ended March 31, 2003			Year Ended March 31, 2004			Year Ended March 31, 2003			Year Ended March 31, 2004			Year Ended March 31, 2003

OPERATIONS
Net investment income (loss)			$	37,182		$	59,298		$	15,554		$	(72,152	)	$	(189,693	)	$	(112,543	)
Net realized gain (loss)				(191,570	)		(1,227,554	)		(34,012	)		(692,100	)		1,603,495			(4,844,623	)
Change in net unrealized appreciation (depreciation)				6,352,314			(4,356,079	)		2,444,827			(1,751,574	)		1,983,332			241,624

Net Increase (Decrease) in Net Assets Resulting from Operations				6,197,926			(5,524,335	)		2,426,369			(2,515,826	)		3,397,134			(4,715,542	)

DISTRIBUTIONS TO SHAREHOLDERS
Net investment income
		Class A		(19,016	)		(34,071	)		—			—			—			—
		Class B		(1,551	)		(1,682	)		—			—			—			—
		Class C		(3,132	)		(4,576	)		—			—			—			—
Net realized gains
		Class A		—			(98,565	)		—			(49,164	)		—			(843,858	)
		Class B		—			(965	)		—			(784	)		—			(7,367	)
		Class C		—			(2,918	)		—			(632	)		—			(22,315	)

Net Decrease in Net Assets Resulting from Distributions to Shareholders				(23,699	)		(142,777	)		—			(50,580	)		—			(873,540	)

CAPITAL SHARE TRANSACTIONS
Proceeds from sale of shares
		Class A		16,905,955			3,046,380			5,748,025			515,634			14,036,444			1,670,491
		Class B		1,355,041			941,383			395,196			157,848			1,031,161			562,549
		Class C		3,456,042			2,064,546			646,355			106,658			2,469,277			1,166,586
Dividends reinvestments
	Class A			18,591			130,473			—			48,385			—			823,409
	Class B			1,431			2,185			—			378			—			7,319
	Class C			3,106			7,437			—			631			—			22,315
Cost of shares repurchased
	Class A			(7,962,209	)		(5,848,309	)		(1,296,281	)		(1,735,118	)		(4,394,169	)		(2,274,920	)
	Class B			(2,258,347	)		(43,395	)		(282,850	)		(19,927	)		(1,389,725	)		(13,861	)
	Class C			(5,252,643	)		(70,164	)		(618,950	)		(30,237	)		(3,217,337	)		(38,785	)

Net Increase (Decrease) in Net Assets Derived from Capital Share Transactions				6,266,967			230,536			4,591,495			(955,748	)		8,535,651			1,925,103

NET INCREASE (DECREASE) IN NET ASSETS				12,441,194			(5,436,576	)		7,017,864			(3,522,154	)		11,932,785			(3,663,979	)

NET ASSETS
Beginning of Year				14,705,965			20,142,541			5,606,362			9,128,516			7,917,428			11,581,407

End of Year			$	27,147,159		$	14,705,965		$	12,624,226		$	5,606,362		$	19,850,213		$	7,917,428

Undistributed net investment income (loss) at end of year			$	28,494		$	17,913		$	11,504		$	(4,055	)	$	(6,464	)	$	(4,438	)

(1) Formerly named PF Janus Strategic Value Fund.

(2) Formerly named PF MFS Mid-Cap Growth Fund.

See Notes to Financial Statements

C-15

[THIS PAGE INTENTIONALLY LEFT BLANK]

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

					*Investment Activities*

		Net Asset Value, Beginning of Year or Period			Net Investment Income (Loss)				Net Realized and Unrealized Gain (Loss) on Investments				Total from Investment Operations

PF Portfolio Optimization Model A Fund
Class A:	12/31/2003 - 3/31/2004 (4)		$	10.00		$	0.02			$	0.13			$	0.15

Class B:	12/31/2003 - 3/31/2004 (4)		$	10.00		$	0.00			$	0.14			$	0.14

Class C:	12/31/2003 - 3/31/2004 (4)		$	10.00		$	0.00			$	0.13			$	0.13

PF Portfolio Optimization Model B Fund
Class A:	12/31/2003 - 3/31/2004 (4)		$	10.00		$	0.01			$	0.13			$	0.14

Class B:	12/31/2003 - 3/31/2004 (4)		$	10.00		$	0.00			$	0.13			$	0.13

Class C:	12/31/2003 - 3/31/2004 (4)		$	10.00		$	0.00			$	0.13			$	0.13

PF Portfolio Optimization Model C Fund
Class A:	12/31/2003 - 3/31/2004 (4)		$	10.00		$	0.01			$	0.13			$	0.14

Class B:	12/31/2003 - 3/31/2004 (4)		$	10.00		$	0.00			$	0.13			$	0.13

Class C:	12/31/2003 - 3/31/2004 (4)		$	10.00		$	0.00			$	0.12			$	0.12

PF Portfolio Optimization Model D Fund
Class A:	12/31/2003 - 3/31/2004 (4)		$	10.00		$	0.01			$	0.10			$	0.11

Class B:	12/31/2003 - 3/31/2004 (4)		$	10.00		$	(0.01	)		$	0.11			$	0.10

Class C:	12/31/2003 - 3/31/2004 (4)		$	10.00		$	(0.01	)		$	0.10			$	0.09

PF Portfolio Optimization Model E Fund
Class A:	12/31/2003 - 3/31/2004 (4)		$	10.00		$	0.00			$	0.08			$	0.08

Class B:	12/31/2003 - 3/31/2004 (4)		$	10.00		$	(0.01	)		$	0.08			$	0.07

Class C:	12/31/2003 - 3/31/2004 (4)		$	10.00		$	(0.01	)		$	0.08			$	0.07

PF AIM Blue Chip Fund
Class A:	4/1/2003 - 3/31/2004 (4)		$	8.05		$	(0.07	)		$	2.21			$	2.14
	4/1/2002 - 3/31/2003 (4)			10.96			(0.06	)			(2.85	)			(2.91	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.05	)			1.06				1.01

Class B:	4/1/2003 - 3/31/2004 (4)		$	7.98		$	(0.11	)		$	2.20			$	2.09
	4/1/2002 - 3/31/2003 (4)			10.94			(0.10	)			(2.86	)			(2.96	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.08	)			1.06				0.98

Class C:	4/1/2003 - 3/31/2004 (4)		$	7.98		$	(0.11	)		$	2.19			$	2.08
	4/1/2002 - 3/31/2003 (4)			10.93			(0.10	)			(2.85	)			(2.95	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.08	)			1.06				0.98

		Distributions

		Dividends from Net Investment Income				Distributions from Capital Gains				Return of Capital			Total Distributions				Net Asset Value, End of Year or Period

PF Portfolio Optimization Model A Fund
Class A:	12/31/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	10.15

Class B:	12/31/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	10.14

Class C:	12/31/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	10.13

PF Portfolio Optimization Model B Fund
Class A:	12/31/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	10.14

Class B:	12/31/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	10.13

Class C:	12/31/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	10.13

PF Portfolio Optimization Model C Fund
Class A:	12/31/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	10.14

Class B:	12/31/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	10.13

Class C:	12/31/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	10.12

PF Portfolio Optimization Model D Fund
Class A:	12/31/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	10.11

Class B:	12/31/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	10.10

Class C:	12/31/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	10.09

PF Portfolio Optimization Model E Fund
Class A:	12/31/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	10.08

Class B:	12/31/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	10.07

Class C:	12/31/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	10.07

PF AIM Blue Chip Fund
Class A:	4/1/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	10.19
	4/1/2002 - 3/31/2003 (4)			—				—				—			—				8.05
	9/28/2001 - 3/31/2002 (4)			(0.03	)			(0.02	)			—			(0.05	)			10.96

Class B:	4/1/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	10.07
	4/1/2002 - 3/31/2003 (4)			—				—				—			—				7.98
	9/28/2001 - 3/31/2002 (4)			(0.02	)			(0.02	)			—			(0.04	)			10.94

Class C:	4/1/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	10.06
	4/1/2002 - 3/31/2003 (4)			—				—				—			—				7.98
	9/28/2001 - 3/31/2002 (4)			(0.03	)			(0.02	)			—			(0.05	)			10.93

		Ratios/Supplemental Data

		Total Returns (1)		Net Assets, End of Year or Period (in thousands)			Ratios of Expenses After Expense Reductions to Average Net Assets (2), (3)		Ratios of Expenses Before Expense Reductions to Average Net Assets (3)		Ratios of Net Investment Income (Loss) After Expense Reductions to Average Net Assets (3)		Ratios of Net Investment Loss Before Expense Reductions to Average Net Assets (2), (3)		Portfolio Turnover Rates

PF Portfolio Optimization Model A Fund
Class A:	12/31/2003 - 3/31/2004 (4)	1.50	%		$	1,957	0.00	%	4.00	%	0.61	%	(3.39	)%	9.38	%

Class B:	12/31/2003 - 3/31/2004 (4)	1.40	%		$	449	0.50	%	4.50	%	0.11	%	(3.89	)%	9.38	%

Class C:	12/31/2003 - 3/31/2004 (4)	1.30	%		$	3,739	0.50	%	4.50	%	0.11	%	(3.89	)%	9.38	%

PF Portfolio Optimization Model B Fund
Class A:	12/31/2003 - 3/31/2004 (4)	1.40	%		$	5,197	0.00	%	2.36	%	0.46	%	(1.90	)%	2.81	%

Class B:	12/31/2003 - 3/31/2004 (4)	1.30	%		$	3,013	0.50	%	2.86	%	(0.04	)%	(2.40	)%	2.81	%

Class C:	12/31/2003 - 3/31/2004 (4)	1.30	%		$	5,354	0.50	%	2.86	%	(0.04	)%	(2.40	)%	2.81	%

PF Portfolio Optimization Model C Fund
Class A:	12/31/2003 - 3/31/2004 (4)	1.40	%		$	12,743	0.00	%	1.81	%	0.36	%	(1.45	)%	0.86	%

Class B:	12/31/2003 - 3/31/2004 (4)	1.30	%		$	5,594	0.50	%	2.31	%	(0.14	)%	(1.95	)%	0.86	%

Class C:	12/31/2003 - 3/31/2004 (4)	1.20	%		$	16,870	0.50	%	2.31	%	(0.14	)%	(1.95	)%	0.86	%

PF Portfolio Optimization Model D Fund
Class A:	12/31/2003 - 3/31/2004 (4)	1.10	%		$	13,362	0.00	%	1.97	%	0.22	%	(1.75	)%	0.68	%

Class B:	12/31/2003 - 3/31/2004 (4)	1.00	%		$	6,962	0.50	%	2.47	%	(0.28	)%	(2.25	)%	0.68	%

Class C:	12/31/2003 - 3/31/2004 (4)	0.90	%		$	12,719	0.50	%	2.47	%	(0.28	)%	(2.25	)%	0.68	%

PF Portfolio Optimization Model E Fund
Class A:	12/31/2003 - 3/31/2004 (4)	0.80	%		$	8,187	0.00	%	2.02	%	0.09	%	(1.93	)%	0.00	%

Class B:	12/31/2003 - 3/31/2004 (4)	0.70	%		$	2,409	0.50	%	2.52	%	(0.41	)%	(2.43	)%	0.00	%

Class C:	12/31/2003 - 3/31/2004 (4)	0.70	%		$	7,868	0.50	%	2.52	%	(0.41	)%	(2.43	)%	0.00	%

PF AIM Blue Chip Fund
Class A:	4/1/2003 - 3/31/2004 (4)	26.58	%		$	23,408	1.90	%	3.12	%	(0.69	)%	(1.91	)%	78.30	%
	4/1/2002 - 3/31/2003 (4)	(26.55	)%			7,922	1.90	%	3.94	%	(0.67	)%	(2.71	)%	35.58	%
	9/28/2001 - 3/31/2002 (4)	10.09	%			10,867	1.90	%	5.99	%	(0.92	)%	(5.01	)%	12.63	%

Class B:	4/1/2003 - 3/31/2004 (4)	26.19	%		$	497	2.40	%	3.62	%	(1.19	)%	(2.41	)%	78.30	%
	4/1/2002 - 3/31/2003 (4)	(27.06	)%			757	2.40	%	4.44	%	(1.17	)%	(3.21	)%	35.58	%
	9/28/2001 - 3/31/2002 (4)	9.79	%			43	2.40	%	6.49	%	(1.42	)%	(5.51	)%	12.63	%

Class C:	4/1/2003 - 3/31/2004 (4)	26.07	%		$	1,090	2.40	%	3.62	%	(1.19	)%	(2.41	)%	78.30	%
	4/1/2002 - 3/31/2003 (4)	(26.99	)%			1,467	2.40	%	4.44	%	(1.17	)%	(3.21	)%	35.58	%
	9/28/2001 - 3/31/2002 (4)	9.74	%			154	2.40	%	6.49	%	(1.42	)%	(5.51	)%	12.63	%

See Notes to Financial Statements

See explanation of references on D-6

D-1

PACIFIC FUNDS
FINANCIAL HIGHLIGHTS (Continued)
Selected per share, ratios and supplemental data for each year or period ended March 31, were as follows:

					Investment Activities

		Net Asset Value, Beginning of Year or Period			Net Investment Income (Loss)				Net Realized and Unrealized Gain (Loss) on Investments				Total from Investment Operations

PF AIM Aggressive Growth Fund
Class A:	4/1/2003 - 3/31/2004 (4)		$	8.59		$	(0.15	)		$	3.09			$	2.94
	4/1/2002 - 3/31/2003 (4)			11.63			(0.16	)			(2.88	)			(3.04	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.09	)			1.81				1.72

Class B:	4/1/2003 - 3/31/2004 (4)		$	8.53		$	(0.22	)		$	3.10			$	2.88
	4/1/2002 - 3/31/2003 (4)			11.61			(0.19	)			(2.89	)			(3.08	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.12	)			1.80				1.68

Class C:	4/1/2003 - 3/31/2004 (4)		$	8.55		$	(0.23	)		$	3.10			$	2.87
	4/1/2002 - 3/31/2003 (4)			11.61			(0.19	)			(2.87	)			(3.06	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.12	)			1.81				1.69

PF Goldman Sachs Short Duration Bond Fund
Class A:	12/31/2003 - 3/31/2004 (4)		$	10.00		$	0.01			$	0.08			$	0.09

Class B:	12/31/2003 - 3/31/2004 (4)		$	10.00		$	(0.01	)		$	0.09			$	0.08

Class C:	12/31/2003 - 3/31/2004 (4)		$	10.00		$	(0.01	)		$	0.09			$	0.08

PF INVESCO Health Sciences Fund
Class A:	4/1/2003 - 3/31/2004 (4)		$	8.16		$	(0.11	)		$	2.43			$	2.32
	4/1/2002 - 3/31/2003 (4)			9.89			(0.12	)			(1.61	)			(1.73	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.07	)			(0.02	)			(0.09	)

Class B:	4/1/2003 - 3/31/2004 (4)		$	8.09		$	(0.16	)		$	2.41			$	2.25
	4/1/2002 - 3/31/2003 (4)			9.86			(0.15	)			(1.62	)			(1.77	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.10	)			(0.02	)			(0.12	)

Class C:	4/1/2003 - 3/31/2004 (4)		$	8.10		$	(0.16	)		$	2.41			$	2.25
	4/1/2002 - 3/31/2003 (4)			9.86			(0.15	)			(1.61	)			(1.76	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.10	)			(0.02	)			(0.12	)

		Distributions

		Dividends from Net Investment Income				Distributions from Capital Gains				Return of Capital				Total Distributions				Net Asset Value, End of Year or Period

PF AIM Aggressive Growth Fund
Class A:	4/1/2003 - 3/31/2004 (4)		$	—			$	—			$	—			$	—			$	11.53
	4/1/2002 - 3/31/2003 (4)			—				—				—				—				8.59
	9/28/2001 - 3/31/2002 (4)			(0.02	)			(0.07	)			—				(0.09	)			11.63

Class B:	4/1/2003 - 3/31/2004 (4)		$	—			$	—			$	—			$	—			$	11.41
	4/1/2002 - 3/31/2003 (4)			—				—				—				—				8.53
	9/28/2001 - 3/31/2002 (4)			—				(0.07	)			—				(0.07	)			11.61

Class C:	4/1/2003 - 3/31/2004 (4)		$	—			$	—			$	—			$	—			$	11.42
	4/1/2002 - 3/31/2003 (4)			—				—				—				—				8.55
	9/28/2001 - 3/31/2002 (4)			(0.01	)			(0.07	)			—				(0.08	)			11.61

PF Goldman Sachs Short Duration Bond Fund
Class A:	12/31/2003 - 3/31/2004 (4)		$	—			$	—			$	—			$	—			$	10.09

Class B:	12/31/2003 - 3/31/2004 (4)		$	—			$	—			$	—			$	—			$	10.08

Class C:	12/31/2003 - 3/31/2004 (4)		$	—			$	—			$	—			$	—			$	10.08

PF INVESCO Health Sciences Fund
Class A:	4/1/2003 - 3/31/2004 (4)		$	—			$	—			$	—			$	—			$	10.48
	4/1/2002 - 3/31/2003 (4)			—				—				—				—				8.16
	9/28/2001 - 3/31/2002 (4)			—				—				(0.02	)			(0.02	)			9.89

Class B:	4/1/2003 - 3/31/2004 (4)		$	—			$	—			$	—			$	—			$	10.34
	4/1/2002 - 3/31/2003 (4)			—				—				—				—				8.09
	9/28/2001 - 3/31/2002 (4)			—				—				(0.02	)			(0.02	)			9.86

Class C:	4/1/2003 - 3/31/2004 (4)		$	—			$	—			$	—			$	—			$	10.35
	4/1/2002 - 3/31/2003 (4)			—				—				—				—				8.10
	9/28/2001 - 3/31/2002 (4)			—				—				(0.02	)			(0.02	)			9.86

		Ratios/Supplemental Data

		Total Returns (1)		Net Assets, End of Year or Period (in thousands)			Ratios of Expenses After Expense Reductions to Average Net Assets (2), (3)		Ratios of Expenses Before Expense Reductions to Average Net Assets (3)		Ratios of Net Investment Income (Loss) After Expense Reductions to Average Net Assets (3)		Ratios of Net Investment Loss Before Expense Reductions to Average Net Assets (2), (3)		Portfolio Turnover Rates

PF AIM Aggressive Growth Fund
Class A:	4/1/2003 - 3/31/2004 (4)	34.23	%		$	8,469	1.95	%	3.55	%	(1.61	)%	(3.21	)%	110.77	%
	4/1/2002 - 3/31/2003 (4)	(26.14	)%			5,031	1.95	%	4.27	%	(1.66	)%	(3.98	)%	71.87	%
	9/28/2001 - 3/31/2002 (4)	17.21	%			7,654	1.95	%	6.84	%	(1.67	)%	(6.56	)%	44.75	%

Class B:	4/1/2003 - 3/31/2004 (4)	33.61	%		$	267	2.45	%	4.05	%	(2.11	)%	(3.71	)%	110.77	%
	4/1/2002 - 3/31/2003 (4)	(26.44	)%			63	2.45	%	4.77	%	(2.16	)%	(4.48	)%	71.87	%
	9/28/2001 - 3/31/2002 (4)	16.84	%			12	2.45	%	7.34	%	(2.17	)%	(7.06	)%	44.75	%

Class C:	4/1/2003 - 3/31/2004 (4)	33.57	%		$	360	2.45	%	4.05	%	(2.11	)%	(3.71	)%	110.77	%
	4/1/2002 - 3/31/2003 (4)	(26.36	)%			115	2.45	%	4.77	%	(2.16	)%	(4.48	)%	71.87	%
	9/28/2001 - 3/31/2002 (4)	16.91	%			25	2.45	%	7.34	%	(2.17	)%	(7.06	)%	44.75	%

PF Goldman Sachs Short Duration Bond Fund
Class A:	12/31/2003 - 3/31/2004 (4)	0.90	%		$	13,617	1.55	%	2.72	%	0.23	%	(0.94	)%	144.88	%

Class B:	12/31/2003 - 3/31/2004 (4)	0.80	%		$	10	2.05	%	3.22	%	(0.27	)%	(1.44	)%	144.88	%

Class C:	12/31/2003 - 3/31/2004 (4)	0.80	%		$	62	2.05	%	3.22	%	(0.27	)%	(1.44	)%	144.88	%

PF INVESCO Health Sciences Fund
Class A:	4/1/2003 - 3/31/2004 (4)	28.43	%		$	6,877	2.05	%	3.51	%	(1.16	)%	(2.62	)%	123.34	%
	4/1/2002 - 3/31/2003 (4)	(17.49	)%			5,643	2.05	%	4.04	%	(1.37	)%	(3.36	)%	139.83	%
	9/28/2001 - 3/31/2002 (4)	(0.92	)%			7,854	2.05	%	4.82	%	(1.43	)%	(4.20	)%	22.74	%

Class B:	4/1/2003 - 3/31/2004 (4)	27.81	%		$	218	2.55	%	4.01	%	(1.66	)%	(3.12	)%	123.34	%
	4/1/2002 - 3/31/2003 (4)	(17.95	)%			108	2.55	%	4.54	%	(1.87	)%	(3.86	)%	139.83	%
	9/28/2001 - 3/31/2002 (4)	(1.22	)%			37	2.55	%	5.32	%	(1.93	)%	(4.70	)%	22.74	%

Class C:	4/1/2003 - 3/31/2004 (4)	27.78	%		$	302	2.55	%	4.01	%	(1.66	)%	(3.12	)%	123.34	%
	4/1/2002 - 3/31/2003 (4)	(17.85	)%			117	2.55	%	4.54	%	(1.87	)%	(3.86	)%	139.83	%
	9/28/2001 - 3/31/2002 (4)	(1.22	)%			37	2.55	%	5.32	%	(1.93	)%	(4.70	)%	22.74	%

See Notes to Financial Statements

See explanation of references on D-6

D-2

PACIFIC FUNDS
FINANCIAL HIGHLIGHTS (Continued)
Selected per share, ratios and supplemental data for each year or period ended March 31, were as follows:

					Investment Activities

		Net Asset Value, Beginning of Year or Period			Net Investment Income (Loss)				Net Realized and Unrealized Gain (Loss) on Investments				Total from Investment Operations

PF INVESCO Technology Fund
Class A:	4/1/2003 - 3/31/2004 (4)		$	6.88		$	(0.17	)		$	3.22			$	3.05
	4/1/2002 - 3/31/2003 (4)			12.47			(0.14	)			(5.45	)			(5.59	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.12	)			2.59				2.47

Class B:	4/1/2003 - 3/31/2004 (4)		$	6.83		$	(0.22	)		$	3.20			$	2.98
	4/1/2002 - 3/31/2003 (4)			12.44			(0.19	)			(5.42	)			(5.61	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.15	)			2.59				2.44

Class C:	4/1/2003 - 3/31/2004 (4)		$	6.83		$	(0.22	)		$	3.19			$	2.97
	4/1/2002 - 3/31/2003 (4)			12.44			(0.17	)			(5.44	)			(5.61	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.15	)			2.59				2.44

PF Janus Growth LT Fund
Class A:	4/1/2003 - 3/31/2004 (4)		$	7.62		$	(0.10	)		$	2.82			$	2.72
	4/1/2002 - 3/31/2003			10.32			(0.08	)			(2.62	)			(2.70	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.04	)			0.39				0.35

Class B:	4/1/2003 - 3/31/2004 (4)		$	7.58		$	(0.15	)		$	2.81			$	2.66
	4/1/2002 - 3/31/2003			10.30			(0.06	)			(2.66	)			(2.72	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.07	)			0.40				0.33

Class C:	4/1/2003 - 3/31/2004 (4)		$	7.57		$	(0.15	)		$	2.79			$	2.64
	4/1/2002 - 3/31/2003			10.31			(0.08	)			(2.66	)			(2.74	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.07	)			0.40				0.33

PF Lazard International Value Fund
Class A:	4/1/2003 - 3/31/2004 (4)		$	8.73		$	0.06			$	3.13			$	3.19
	4/1/2002 - 3/31/2003 (4)			11.09			0.07				(2.33	)			(2.26	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.02	)			1.14				1.12

Class B:	4/1/2003 - 3/31/2004 (4)		$	8.66		$	0.02			$	3.07			$	3.09
	4/1/2002 - 3/31/2003 (4)			11.08			0.02				(2.33	)			(2.31	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.05	)			1.14				1.09

Class C:	4/1/2003 - 3/31/2004 (4)		$	8.66		$	0.02			$	3.07			$	3.09
	4/1/2002 - 3/31/2003 (4)			11.07			0.02				(2.32	)			(2.30	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.05	)			1.14				1.09

		Distributions

		Dividends from Net Investment Income				Distributions from Capital Gains				Return of Capital			Total Distributions				Net Asset Value, End of Year or Period

PF INVESCO Technology Fund
Class A:	4/1/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	9.93
	4/1/2002 - 3/31/2003 (4)			—				—				—			—				6.88
	9/28/2001 - 3/31/2002 (4)			—				—				—			—				12.47

Class B:	4/1/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	9.81
	4/1/2002 - 3/31/2003 (4)			—				—				—			—				6.83
	9/28/2001 - 3/31/2002 (4)			—				—				—			—				12.44

Class C:	4/1/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	9.80
	4/1/2002 - 3/31/2003 (4)			—				—				—			—				6.83
	9/28/2001 - 3/31/2002 (4)			—				—				—			—				12.44

PF Janus Growth LT Fund
Class A:	4/1/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	10.34
	4/1/2002 - 3/31/2003			—				—				—			—				7.62
	9/28/2001 - 3/31/2002 (4)			(0.03	)			—				—			(0.03	)			10.32

Class B:	4/1/2003 - 3/31/2004 (4		$	—			$	—			$	—		$	—			$	10.24
	4/1/2002 - 3/31/2003			—				—				—			—				7.58
	9/28/2001 - 3/31/2002 (4)			(0.03	)			—				—			(0.03	)			10.30

Class C:	4/1/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	10.21
	4/1/2002 - 3/31/2003			—				—				—			—				7.57
	9/28/2001 - 3/31/2002 (4)			(0.02	)			—				—			(0.02	)			10.31

PF Lazard International Value Fund
Class A:	4/1/2003 - 3/31/2004 (4)		$	(0.03	)		$	—			$	—		$	(0.03	)		$	11.89
	4/1/2002 - 3/31/2003 (4)			(0.04	)			(0.06	)			—			(0.10	)			8.73
	9/28/2001 - 3/31/2002 (4)			(0.03	)			—				—			(0.03	)			11.09

Class B:	4/1/2003 - 3/31/2004 (4)		$	(0.02	)		$	—			$	—		$	(0.02	)		$	11.73
	4/1/2002 - 3/31/2003 (4)			(0.05	)			(0.06	)			—			(0.11	)			8.66
	9/28/2001 - 3/31/2002 (4)			(0.01	)			—				—			(0.01	)			11.08

Class C:	4/1/2003 - 3/31/2004 (4)		$	(0.02	)		$	—			$	—		$	(0.02	)		$	11.73
	4/1/2002 - 3/31/2003 (4)			(0.05	)			(0.06	)			—			(0.11	)			8.66
	9/28/2001 - 3/31/2002 (4)			(0.02	)			—				—			(0.02	)			11.07

		Ratios/Supplemental Data

		Total Returns (1)		Net Assets, End of Year or Period (in thousands)			Ratios of Expenses After Expense Reductions to Average Net Assets (2), (3)		Ratios of Expenses Before Expense Reductions to Average Net Assets (3)		Ratios of Net Investment Income (Loss) After Expense Reductions to Average Net Assets (3)		Ratios of Net Investment Loss Before Expense Reductions to Average Net Assets (2), (3)		Portfolio Turnover Rates

PF INVESCO Technology Fund
Class A:	4/1/2003 - 3/31/2004 (4)	44.19	%		$	5,515	2.05	%	3.75	%	(1.89	)%	(3.59	)%	118.89	%
	4/1/2002 - 3/31/2003 (4)	(44.83	)%			3,885	2.05	%	4.80	%	(1.78	)%	(4.53	)%	96.29	%
	9/28/2001 - 3/31/2002 (4)	24.70	%			7,801	2.05	%	4.81	%	(1.82	)%	(4.58	)%	32.50	%

Class B:	4/1/2003 - 3/31/2004 (4)	43.63	%		$	121	2.55	%	4.25	%	(2.39	)%	(4.09	)%	118.89	%
	4/1/2002 - 3/31/2003 (4)	(45.10	)%			35	2.55	%	5.30	%	(2.28	)%	(5.03	)%	96.29	%
	9/28/2001 - 3/31/2002 (4)	24.40	%			47	2.55	%	5.31	%	(2.32	)%	(5.08	)%	32.50	%

Class C:	4/1/2003 - 3/31/2004 (4)	43.34	%		$	370	2.55	%	4.25	%	(2.39	)%	(4.09	)%	118.89	%
	4/1/2002 - 3/31/2003 (4)	(45.10	)%			78	2.55	%	5.30	%	(2.28	)%	(5.03	)%	96.29	%
	9/28/2001 - 3/31/2002 (4)	24.40	%			13	2.55	%	5.31	%	(2.32	)%	(5.08	)%	32.50	%

PF Janus Growth LT Fund
Class A:	4/1/2003 - 3/31/2004 (4)	35.70	%		$	11,994	1.70	%	3.21	%	(1.08	)%	(2.59	)%	42.65	%
	4/1/2002 - 3/31/2003	(26.16	)%			6,832	1.70	%	4.01	%	(0.95	)%	(3.26	)%	124.73	%
	9/28/2001 - 3/31/2002 (4)	3.50	%			9,819	1.70	%	6.29	%	(0.78	)%	(5.37	)%	64.33	%

Class B:	4/1/2003 - 3/31/2004 (4)	34.91	%		$	293	2.20	%	3.71	%	(1.58	)%	(3.09	)%	42.65	%
	4/1/2002 - 3/31/2003	(26.31	)%			301	2.20	%	4.51	%	(1.45	)%	(3.76	)%	124.73	%
	9/28/2001 - 3/31/2002 (4)	3.27	%			57	2.20	%	6.79	%	(1.28	)%	(5.87	)%	64.33	%

Class C:	4/1/2003 - 3/31/2004 (4)	34.87	%		$	400	2.20	%	3.71	%	(1.58	)%	(3.09	)%	42.65	%
	4/1/2002 - 3/31/2003	(26.58	)%			624	2.20	%	4.51	%	(1.45	)%	(3.76	)%	124.73	%
	9/28/2001 - 3/31/2002 (4)	3.33	%			84	2.20	%	6.79	%	(1.28	)%	(5.87	)%	64.33	%

PF Lazard International Value Fund
Class A:	4/1/2003 - 3/31/2004 (4)	36.57	%		$	20,007	1.80	%	2.86	%	0.73	%	(0.33	)%	58.63	%
	4/1/2002 - 3/31/2003 (4)	(20.50	)%			7,218	1.80	%	3.89	%	0.76	%	(1.33	)%	19.60	%
	9/28/2001 - 3/31/2002 (4)	11.21	%			7,817	1.80	%	7.07	%	(0.35	)%	(5.62	)%	7.11	%

Class B:	4/1/2003 - 3/31/2004 (4)	35.79	%		$	324	2.30	%	3.36	%	0.23	%	(0.83	)%	58.63	%
	4/1/2002 - 3/31/2003 (4)	(20.93	)%			771	2.30	%	4.39	%	0.26	%	(1.83	)%	19.60	%
	9/28/2001 - 3/31/2002 (4)	10.95	%			26	2.30	%	7.57	%	(0.85	)%	(6.12	)%	7.11	%

Class C:	4/1/2003 - 3/31/2004 (4)	35.79	%		$	781	2.30	%	3.36	%	0.23	%	(0.83	)%	58.63	%
	4/1/2002 - 3/31/2003 (4)	(20.93	)%			1,656	2.30	%	4.39	%	0.26	%	(1.83	)%	19.60	%
	9/28/2001 - 3/31/2002 (4)	10.91	%			143	2.30	%	7.57	%	(0.85	)%	(6.12	)%	7.11	%

See Notes to Financial Statements

See explanation of references on D-6

D-3

PACIFIC FUNDS
FINANCIAL HIGHLIGHTS (Continued)
Selected per share, ratios and supplemental data for each year or period ended March 31, were as follows:

					Investment Activities

		Net Asset Value, Beginning of Year or Period			Net Investment Income (Loss)				Net Realized and Unrealized Gain (Loss) on Investments				Total from Investment Operations

PF MFS International Large-Cap Fund (7)
Class A:	4/1/2003 - 3/31/2004 (4)		$	8.20		$	(0.04	)		$	3.45			$	3.41
	4/1/2002 - 3/31/2003 (4)			11.03			(0.04	)			(2.59	)			(2.63	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.05	)			1.10				1.05

Class B:	4/1/2003 - 3/31/2004 (4)		$	8.14		$	(0.09	)		$	3.41			$	3.32
	4/1/2002 - 3/31/2003 (4)			11.01			(0.08	)			(2.59	)			(2.67	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.08	)			1.10				1.02

Class C:	4/1/2003 - 3/31/2004 (4)		$	8.14		$	(0.09	)		$	3.43			$	3.34
	4/1/2002 - 3/31/2003 (4)			11.01			(0.08	)			(2.59	)			(2.67	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.08	)			1.10				1.02

PF PIMCO Inflation Managed Fund
Class A:	4/1/2003 - 3/31/2004 (4)		$	10.28		$	0.12			$	0.96			$	1.08
	12/31/2002 - 3/31/2003 (4)			10.00			0.06				0.27				0.33

Class B:	4/1/2003 - 3/31/2004 (4)		$	10.27		$	0.07			$	0.95			$	1.02
	12/31/2002 - 3/31/2003 (4)			10.00			0.04				0.28				0.32

Class C:	4/1/2003 - 3/31/2004 (4)		$	10.27		$	0.07			$	0.95			$	1.02
	12/31/2002 - 3/31/2003 (4)			10.00			0.04				0.28				0.32

PF PIMCO Managed Bond Fund
Class A:	4/1/2003 - 3/31/2004 (4)		$	10.16		$	0.17			$	0.46			$	0.63
	4/1/2002 - 3/31/2003 (4)			9.85			0.21				1.02				1.23
	9/28/2001 - 3/31/2002			10.00			0.06				(0.09	)			(0.03	)

Class B:	4/1/2003 - 3/31/2004 (4)		$	10.14		$	0.12			$	0.46			$	0.58
	4/1/2002 - 3/31/2003 (4)			9.84			0.15				1.03				1.18
	9/28/2001 - 3/31/2002			10.00			0.04				(0.10	)			(0.06	)

Class C:	4/1/2003 - 3/31/2004 (4)		$	10.14		$	0.12			$	0.46			$	0.58
	4/1/2002 - 3/31/2003 (4)			9.84			0.15				1.03				1.18
	9/28/2001 - 3/31/2002			10.00			0.04				(0.10	)			(0.06	)

		Distributions

		Dividends from Net Investment Income				Distributions from Capital Gains				Return of Capital			Total Distributions				Net Asset Value, End of Year or Period

PF MFS International Large-Cap Fund (7)
Class A:	4/1/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	11.61
	4/1/2002 - 3/31/2003 (4)			—				(0.20	)			—			(0.20	)			8.20
	9/28/2001 - 3/31/2002 (4)			(0.01	)			(0.01	)			—			(0.02	)			11.03

Class B:	4/1/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	11.46
	4/1/2002 - 3/31/2003 (4)			—				(0.20	)			—			(0.20	)			8.14
	9/28/2001 - 3/31/2002 (4)			—				(0.01	)			—			(0.01	)			11.01

Class C:	4/1/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	11.48
	4/1/2002 - 3/31/2003 (4)			—				(0.20	)			—			(0.20	)			8.14
	9/28/2001 - 3/31/2002 (4)			—				(0.01	)			—			(0.01	)			11.01

PF PIMCO Inflation Managed Fund
Class A:	4/1/2003 - 3/31/2004 (4)		$	(0.20	)		$	(0.23	)		$	—		$	(0.43	)		$	10.93
	12/31/2002 - 3/31/2003 (4)			(0.05	)			—				—			(0.05	)			10.28

Class B:	4/1/2003 - 3/31/2004 (4)		$	(0.17	)		$	(0.23	)		$	—		$	(0.40	)		$	10.89
	12/31/2002 - 3/31/2003 (4)			(0.05	)			—				—			(0.05	)			10.27

Class C:	4/1/2003 - 3/31/2004 (4)		$	(0.17	)		$	(0.23	)		$	—		$	(0.40	)		$	10.89
	12/31/2002 - 3/31/2003 (4)			(0.05	)			—				—			(0.05	)			10.27

PF PIMCO Managed Bond Fund
Class A:	4/1/2003 - 3/31/2004 (4)		$	(0.34	)		$	—			$	—		$	(0.34	)		$	10.45
	4/1/2002 - 3/31/2003 (4)			(0.36	)			(0.56	)			—			(0.92	)			10.16
	9/28/2001 - 3/31/2002			(0.07	)			(0.05	)			—			(0.12	)			9.85

Class B:	4/1/2003 - 3/31/2004 (4)		$	(0.28	)		$	—			$	—		$	(0.28	)		$	10.44
	4/1/2002 - 3/31/2003 (4)			(0.32	)			(0.56	)			—			(0.88	)			10.14
	9/28/2001 - 3/31/2002			(0.05	)			(0.05	)			—			(0.10	)			9.84

Class C:	4/1/2003 - 3/31/2004 (4)		$	(0.28	)		$	—			$	—		$	(0.28	)		$	10.44
	4/1/2002 - 3/31/2003 (4)			(0.32	)			(0.56	)			—			(0.88	)			10.14
	9/28/2001 - 3/31/2002			(0.05	)			(0.05	)			—			(0.10	)			9.84

		Ratios/Supplemental Data

		Total Returns (1)		Net Assets, End of Year or Period (in thousands)			Ratios of Expenses After Expense Reductions to Average Net Assets (2), (3)		Ratios of Expenses Before Expense Reductions to Average Net Assets (3)		Ratios of Net Investment Income (Loss) After Expense Reductions to Average Net Assets (3)		Ratios of Net Investment Income (Loss) Before Expense Reductions to Average Net Assets (2), (3)		Portfolio Turnover Rates

PF MFS International Large-Cap Fund (7)
Class A:	4/1/2003 - 3/31/2004 (4)	41.59	%		$	15,358	2.03	%	5.96	%	(0.38	)%	(4.31	)%	150.05	%
	4/1/2002 - 3/31/2003 (4)	(24.11	)%			4,505	2.05	%	9.08	%	(0.40	)%	(7.43	)%	137.37	%
	9/28/2001 - 3/31/2002 (4)	10.54	%			6,808	2.05	%	9.38	%	(0.92	)%	(8.25	)%	77.66	%

Class B:	4/1/2003 - 3/31/2004 (4)	40.79	%		$	265	2.53	%	6.46	%	(0.88	)%	(4.81	)%	150.05	%
	4/1/2002 - 3/31/2003 (4)	(24.52	)%			58	2.55	%	9.58	%	(0.90	)%	(7.93	)%	137.37	%
	9/28/2001 - 3/31/2002 (4)	10.24	%			22	2.55	%	9.88	%	(1.42	)%	(8.75	)%	77.66	%

Class C:	4/1/2003 - 3/31/2004 (4)	40.86	%		$	222	2.53	%	6.46	%	(0.88	)%	(4.81	)%	150.05	%
	4/1/2002 - 3/31/2003 (4)	(24.43	)%			79	2.55	%	9.58	%	(0.90	)%	(7.93	)%	137.37	%
	9/28/2001 - 3/31/2002 (4)	10.24	%			11	2.55	%	9.88	%	(1.42	)%	(8.75	)%	77.66	%

PF PIMCO Inflation Managed Fund
Class A:	4/1/2003 - 3/31/2004 (4)	10.75	%		$	16,263	1.55	%	2.73	%	1.13	%	(0.05	)%	507.96	%
	12/31/2002 - 3/31/2003 (4)	3.30	%			6,290	1.55	%	4.00	%	2.19	%	(0.26	)%	199.92	%

Class B:	4/1/2003 - 3/31/2004 (4)	10.20	%		$	697	2.05	%	3.23	%	0.63	%	(0.55	)%	507.96	%
	12/31/2002 - 3/31/2003 (4)	3.16	%			161	2.05	%	4.50	%	1.69	%	(0.76	)%	199.92	%

Class C:	4/1/2003 - 3/31/2004 (4)	10.27	%		$	4,065	2.05	%	3.23	%	0.63	%	(0.55	)%	507.96	%
	12/31/2002 - 3/31/2003 (4)	3.11	%			480	2.05	%	4.50	%	1.69	%	(0.76	)%	199.92	%

PF PIMCO Managed Bond Fund
Class A:	4/1/2003 - 3/31/2004 (4)	6.28	%		$	19,802	1.55	%	2.86	%	1.65	%	0.34	%	459.70	%
	4/1/2002 - 3/31/2003 (4)	12.80	%			18,236	1.55	%	2.82	%	2.02	%	0.75	%	445.26	%
	9/28/2001 - 3/31/2002	(0.28	)%			33,055	1.55	%	2.54	%	1.16	%	0.17	%	522.25	%

Class B:	4/1/2003 - 3/31/2004 (4)	5.86	%		$	972	2.05	%	3.36	%	1.15	%	(0.16	)%	459.70	%
	4/1/2002 - 3/31/2003 (4)	12.27	%			1,986	2.05	%	3.32	%	1.52	%	0.25	%	445.26	%
	9/28/2001 - 3/31/2002	(0.55	)%			173	2.05	%	3.04	%	0.66	%	(0.33	)%	522.25	%

Class C:	4/1/2003 - 3/31/2004 (4)	5.86	%		$	2,315	2.05	%	3.36	%	1.15	%	(0.16	)%	459.70	%
	4/1/2002 - 3/31/2003 (4)	12.28	%			4,573	2.05	%	3.32	%	1.52	%	0.25	%	445.26	%
	9/28/2001 - 3/31/2002	(0.57	)%			370	2.05	%	3.04	%	0.66	%	(0.33	)%	522.25	%

See Notes to Financial Statements

See explanation of references on D-6

D-4

PACIFIC FUNDS
FINANCIAL HIGHLIGHTS (Continued)
Selected per share, ratios and supplemental data for each year or period ended March 31, were as follows:

					Investment Activities

		Net Asset Value, Beginning of Year or Period			Net Investment Income (Loss)				Net Realized and Unrealized Gain (Loss) on Investments				Total from Investment Operations

PF Pacific Life Money Market Fund
Class A:	4/1/2003 - 3/31/2004		$	1.00		$	—	(5)		$	—			$	—
	4/1/2002 - 3/31/2003			1.00			0.01				—				0.01
	9/28/2001 - 3/31/2002			1.00			—	(5)			—				—

Class B:	4/1/2003 - 3/31/2004		$	1.00		$	—	(5)		$	—			$	—
	4/1/2002 - 3/31/2003			1.00			—	(5)			—				—
	9/28/2001 - 3/31/2002			1.00			—	(5)			—				—

Class C:	4/1/2003 - 3/31/2004		$	1.00		$	—	(5)		$	—			$	—
	4/1/2002 - 3/31/2003			1.00			—	(5)			—				—
	9/28/2001 - 3/31/2002			1.00			—	(5)			—				—

PF Putnam Equity Income Fund
Class A:	4/1/2003 - 3/31/2004		$	7.91		$	0.06			$	2.79			$	2.85
	4/1/2002 - 3/31/2003			10.45			0.06				(2.51	)			(2.45	)
	12/31/2001 - 3/31/2002 (4)			10.00			0.01				0.44				0.45

Class B:	4/1/2003 - 3/31/2004		$	7.85		$	0.01			$	2.77			$	2.78
	4/1/2002 - 3/31/2003			10.43			0.04				(2.52	)			(2.48	)
	12/31/2001 - 3/31/2002 (4)			10.00			(0.01	)			0.44				0.43

Class C:	4/1/2003 - 3/31/2004		$	7.86		$	0.01			$	2.78			$	2.79
	4/1/2002 - 3/31/2003			10.43			0.03				(2.50	)			(2.47	)
	12/31/2001 - 3/31/2002 (4)			10.00			(0.01	)			0.44				0.43

PF Salomon Brothers Large-Cap Value Fund
Class A:	4/1/2003 - 3/31/2004 (4)		$	7.83		$	0.03			$	3.09			$	3.12
	4/1/2002 - 3/31/2003 (4)			10.92			0.04				(3.05	)			(3.01	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.01	)			0.96				0.95

Class B:	4/1/2003 - 3/31/2004 (4)		$	7.78		$	(0.02	)		$	3.08			$	3.06
	4/1/2002 - 3/31/2003 (4)			10.91			(0.01	)			(3.03	)			(3.04	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.03	)			0.97				0.94

Class C:	4/1/2003 - 3/31/2004 (4)		$	7.77		$	(0.02	)		$	3.07			$	3.05
	4/1/2002 - 3/31/2003 (4)			10.90			(0.01	)			(3.04	)			(3.05	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.03	)			0.96				0.93

		Distributions

		Dividends from Net Investment Income				Distributions from Capital Gains				Return of Capital			Total Distributions				Net Asset Value, End of Year or Period

PF Pacific Life Money Market Fund
Class A:	4/1/2003 - 3/31/2004		$	—	(5)		$	—			$	—		$	—			$	1.00
	4/1/2002 - 3/31/2003			(0.01	)			—				—			(0.01	)			1.00
	9/28/2001 - 3/31/2002			—	(5)			—				—			—				1.00

Class B:	4/1/2003 - 3/31/2004		$	—	(5)		$	—			$	—		$	—			$	1.00
	4/1/2002 - 3/31/2003			—	(5)			—				—			—				1.00
	9/28/2001 - 3/31/2002			—	(5)			—				—			—				1.00

Class C:	4/1/2003 - 3/31/2004		$	—	(5)		$	—			$	—		$	—			$	1.00
	4/1/2002 - 3/31/2003			—	(5)			—				—			—				1.00
	9/28/2001 - 3/31/2002			—	(5)			—				—			—				1.00

PF Putnam Equity Income Fund
Class A:	4/1/2003 - 3/31/2004		$	(0.06	)		$	—			$	—		$	(0.06	)		$	10.70
	4/1/2002 - 3/31/2003			(0.09	)			—				—			(0.09	)			7.91
	12/31/2001 - 3/31/2002 (4)			—				—				—			—				10.45

Class B:	4/1/2003 - 3/31/2004		$	(0.03	)		$	—			$	—		$	(0.03	)		$	10.60
	4/1/2002 - 3/31/2003			(0.10	)			—				—			(0.10	)			7.85
	12/31/2001 - 3/31/2002 (4)			—				—				—			—				10.43

Class C:	4/1/2003 - 3/31/2004		$	(0.04	)		$	—			$	—		$	(0.04	)		$	10.61
	4/1/2002 - 3/31/2003			(0.10	)			—				—			(0.10	)			7.86
	12/31/2001 - 3/31/2002 (4)			—				—				—			—				10.43

PF Salomon Brothers Large-Cap Value Fund
Class A:	4/1/2003 - 3/31/2004 (4)		$	(0.01	)		$	—			$	—		$	(0.01	)		$	10.94
	4/1/2002 - 3/31/2003 (4)			(0.02	)			(0.06	)			—			(0.08	)			7.83
	9/28/2001 - 3/31/2002 (4)			(0.02	)			(0.01	)			—			(0.03	)			10.92

Class B:	4/1/2003 - 3/31/2004 (4)		$	(0.01	)		$	—			$	—		$	(0.01	)		$	10.83
	4/1/2002 - 3/31/2003 (4)			(0.03	)			(0.06	)			—			(0.09	)			7.78
	9/28/2001 - 3/31/2002 (4)			(0.02	)			(0.01	)			—			(0.03	)			10.91

Class C:	4/1/2003 - 3/31/2004 (4)		$	(0.01	)		$	—			$	—		$	(0.01	)		$	10.81
	4/1/2002 - 3/31/2003 (4)			(0.02	)			(0.06	)			—			(0.08	)			7.77
	9/28/2001 - 3/31/2002 (4)			(0.02	)			(0.01	)			—			(0.03	)			10.90

		Ratios/Supplemental Data

		Total Returns (1)			Net Assets, End of Year or Period (in thousands)			Ratios of Expenses After Expense Reductions to Average Net Assets (2), (3)			Ratios of Expenses Before Expense Reductions to Average NetAssets (3)		Ratios of Net Investment Income (Loss) After Expense Reductions to Average Net Assets (3)		Ratios of Net Investment Loss Before Expense Reductions to Average Net Assets (2), (3)		Portfolio Turnover Rates

PF Pacific Life Money Market Fund
Class A:	4/1/2003 - 3/31/2004		0.18	%		$	14,627		0.95	%	2.53	%	0.14	%	(1.44	)%	N/A
	4/1/2002 - 3/31/2003		0.58	%			13,092		1.08	%	2.50	%	0.59	%	(0.83	)%	N/A
	9/28/2001 - 3/31/2002		0.33	%			27,056		1.35	%	2.59	%	0.57	%	(0.67	)%	N/A

Class B:	4/1/2003 - 3/31/2004		0.06	%		$	744		1.06	%(6)	3.03	%	0.03	%(6)	(1.94	)%	N/A
	4/1/2002 - 3/31/2003		0.12	%			782		1.49	%(6)	3.00	%	0.18	%(6)	(1.33	)%	N/A
	9/28/2001 - 3/31/2002		0.09	%			88		1.85	%	3.09	%	0.07	%	(1.17	)%	N/A

Class C:	4/1/2003 - 3/31/2004		0.06	%		$	956		1.06	%(6)	3.03	%	0.03	%(6)	(1.94	)%	N/A
	4/1/2002 - 3/31/2003		0.12	%			1,073		1.49	%(6)	3.00	%	0.18	%(6)	(1.33	)%	N/A
	9/28/2001 - 3/31/2002		0.09	%			75		1.85	%	3.09	%	0.07	%	(1.17	)%	N/A

PF Putnam Equity Income Fund
Class A:	4/1/2003 - 3/31/2004		36.03	%		$	14,511		1.90	%	3.28	%	0.62	%	(0.77	)%	64.58	%
	4/1/2002 - 3/31/2003		(23.59	)%			8,812		1.90	%	4.38	%	0.59	%	(1.89	)%	45.60	%
	12/31/2001 - 3/31/2002 (4)		4.50	%			10,877		1.90	%	5.97	%	0.20	%	(3.87	)%	10.27	%

Class B:	4/1/2003 - 3/31/2004		35.48	%		$	223		2.40	%	3.78	%	0.12	%	(1.27	)%	64.58	%
	4/1/2002 - 3/31/2003		(23.92	)%			265		2.40	%	4.88	%	0.09	%	(2.39	)%	45.60	%
	12/31/2001 - 3/31/2002 (4)		4.30	%			13		2.40	%	6.47	%	(0.30	)%	(4.37	)%	10.27	%

Class C:	4/1/2003 - 3/31/2004		35.51	%		$	616		2.40	%	3.78	%	0.12	%	(1.27	)%	64.58	%
	4/1/2002 - 3/31/2003		(23.83	)%			536		2.40	%	4.88	%	0.09	%	(2.39	)%	45.60	%
	12/31/2001 - 3/31/2002 (4)		4.30	%			41		2.40	%	6.47	%	(0.30	)%	(4.37	)%	10.27	%

PF Salomon Brothers Large-Cap Value Fund
Class A:	4/1/2003 - 3/31/2004 (4)		39.91	%		$	25,315		1.80	%	2.73	%	0.29	%	(0.64	)%	38.10	%
	4/1/2002 - 3/31/2003 (4)		(27.69	)%			11,736		1.80	%	2.94	%	0.41	%	(0.73	)%	49.00	%
	9/28/2001 - 3/31/2002 (4)		9.54	%			19,748		1.80	%	3.93	%	(0.14	)%	(2.27	)%	27.37	%

Class B:	4/1/2003 - 3/31/2004 (4)		39.36	%		$	556		2.30	%	3.23	%	(0.21	)%	(1.14	)%	38.10	%
	4/1/2002 - 3/31/2003 (4)		(28.02	)%			955		2.30	%	3.44	%	(0.09	)%	(1.23	)%	49.00	%
	9/28/2001 - 3/31/2002 (4)		9.38	%			151		2.30	%	4.43	%	(0.64	)%	(2.77	)%	27.37	%

Class C:	4/1/2003 - 3/31/2004 (4)		39.27	%		$	1,277		2.30	%	3.23	%	(0.21	)%	(1.14	)%	38.10	%
	4/1/2002 - 3/31/2003 (4)		(28.08	)%			2,015		2.30	%	3.44	%	(0.09	)%	(1.23	)%	49.00	%
	9/28/2001 - 3/31/2002 (4)		9.30	%			243		2.30	%	4.43	%	(0.64	)%	(2.77	)%	27.37	%

See Notes to Financial Statements

See explanation of references on D-6

D-5

PACIFIC FUNDS

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

					Investment Activities

		Net Asset Value, Beginning of Year or Period			Net Investment Income (Loss)				Net Realized and Unrealized Gain (Loss) on Investments				Total from Investment Operations

PF Van Kampen Comstock Fund (8)
Class A:	4/1/2003 - 3/31/2004 (4)		$	8.16		$	0.02			$	3.19			$	3.21
	4/1/2002 - 3/31/2003			11.45			(0.11	)			(3.12	)			(3.23	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.05	)			1.54				1.49

Class B:	4/1/2003 - 3/31/2004 (4)		$	8.10		$	(0.03	)		$	3.17			$	3.14
	4/1/2002 - 3/31/2003			11.43			(0.11	)			(3.16	)			(3.27	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.07	)			1.54				1.47

Class C:	4/1/2003 - 3/31/2004 (4)		$	8.11		$	(0.03	)		$	3.16			$	3.13
	4/1/2002 - 3/31/2003			11.43			(0.11	)			(3.15	)			(3.26	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.07	)			1.53				1.46

PF Van Kampen Mid-Cap Growth Fund (9)
Class A:	4/1/2003 - 3/31/2004 (4)		$	5.92		$	(0.10	)		$	2.19			$	2.09
	4/1/2002 - 3/31/2003			11.18			(0.09	)			(4.33	)			(4.42	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.08	)			1.45				1.37

Class B:	4/1/2003 - 3/31/2004 (4)		$	5.88		$	(0.14	)		$	2.19			$	2.05
	4/1/2002 - 3/31/2003			11.17			(0.08	)			(4.37	)			(4.45	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.11	)			1.45				1.34

Class C:	4/1/2003 - 3/31/2004 (4)		$	5.88		$	(0.14	)		$	2.18			$	2.04
	4/1/2002 - 3/31/2003			11.16			(0.09	)			(4.35	)			(4.44	)
	9/28/2001 - 3/31/2002 (4)			10.00			(0.11	)			1.46				1.35

		Distributions

		Dividends from Net Investment Income				Distributions from Capital Gains				Return of Capital			Total Distributions				Net Asset Value, End of Year or Period

PF Van Kampen Comstock Fund (8)
Class A:	4/1/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	11.37
	4/1/2002 - 3/31/2003			—				(0.06	)			—			(0.06	)			8.16
	9/28/2001 - 3/31/2002 (4)			(0.04	)			—				—			(0.04	)			11.45

Class B:	4/1/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	11.24
	4/1/2002 - 3/31/2003			—				(0.06	)			—			(0.06	)			8.10
	9/28/2001 - 3/31/2002 (4)			(0.04	)			—				—			(0.04	)			11.43

Class C:	4/1/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	11.24
	4/1/2002 - 3/31/2003			—				(0.06	)			—			(0.06	)			8.11
	9/28/2001 - 3/31/2002 (4)			(0.03	)			—				—			(0.03	)			11.43

PF Van Kampen Mid-Cap Growth Fund (9)
Class A:	4/1/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	8.01
	4/1/2002 - 3/31/2003			—				(0.84	)			—			(0.84	)			5.92
	9/28/2001 - 3/31/2002 (4)			(0.02	)			(0.17	)			—			(0.19	)			11.18

Class B:	4/1/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	7.93
	4/1/2002 - 3/31/2003			—				(0.84	)			—			(0.84	)			5.88
	9/28/2001 - 3/31/2002 (4)			—				(0.17	)			—			(0.17	)			11.17

Class C:	4/1/2003 - 3/31/2004 (4)		$	—			$	—			$	—		$	—			$	7.92
	4/1/2002 - 3/31/2003			—				(0.84	)			—			(0.84	)			5.88
	9/28/2001 - 3/31/2002 (4)			(0.02	)			(0.17	)			—			(0.19	)			11.16

		Ratios/Supplemental Data

		Total Returns (1)		Net Assets, End of Year or Period (in thousands)			Ratios of Expenses After Expense Reductions to Average Net Assets (2), (3)		Ratios of Expenses Before Expense Reductions to Average Net Assets (3)		Ratios of Net Investment Loss After Expense Reductions to Average Net Assets (3)		Ratios of Net Investment Income (Loss) Before Expense Reductions to Average Net Assets (2), (3)		Portfolio Turnover Rates

PF Van Kampen Comstock Fund (8)
Class A:	4/1/2003 - 3/31/2004 (4)	39.34	%		$	11,945	1.90	%	3.59	%	0.24	%	(1.45	)%	105.34	%
	4/1/2002 - 3/31/2003	(28.26	)%			5,331	1.90	%	3.87	%	(1.04	)%	(3.01	)%	37.78	%
	9/28/2001 - 3/31/2002 (4)	14.94	%			9,002	1.90	%	6.26	%	(0.84	)%	(5.20	)%	18.71	%

Class B:	4/1/2003 - 3/31/2004 (4)	38.77	%		$	453	2.40	%	4.09	%	(0.26	)%	(1.95	)%	105.34	%
	4/1/2002 - 3/31/2003	(28.66	)%			201	2.40	%	4.37	%	(1.54	)%	(3.51	)%	37.78	%
	9/28/2001 - 3/31/2002 (4)	14.71	%			105	2.40	%	6.76	%	(1.34	)%	(5.70	)%	18.71	%

Class C:	4/1/2003 - 3/31/2004 (4)	38.60	%		$	226	2.40	%	4.09	%	(0.26	)%	(1.95	)%	105.34	%
	4/1/2002 - 3/31/2003	(28.57	)%			74	2.40	%	4.37	%	(1.54	)%	(3.51	)%	37.78	%
	9/28/2001 - 3/31/2002 (4)	14.67	%			21	2.40	%	6.76	%	(1.34	)%	(5.70	)%	18.71	%

PF Van Kampen Mid-Cap Growth Fund (9)
Class A:	4/1/2003 - 3/31/2004 (4)	35.30	%		$	18,388	1.85	%	3.29	%	(1.42	)%	(2.86	)%	326.09	%
	4/1/2002 - 3/31/2003	(40.51	)%			6,191	1.85	%	4.31	%	(1.39	)%	(3.85	)%	158.16	%
	9/28/2001 - 3/31/2002 (4)	13.79	%			11,383	1.85	%	5.33	%	(1.44	)%	(4.92	)%	70.54	%

Class B:	4/1/2003 - 3/31/2004 (4)	34.86	%		$	504	2.35	%	3.79	%	(1.92	)%	(3.36	)%	326.09	%
	4/1/2002 - 3/31/2003	(40.84	)%			586	2.35	%	4.81	%	(1.89	)%	(4.35	)%	158.16	%
	9/28/2001 - 3/31/2002 (4)	13.52	%			82	2.35	%	5.83	%	(1.94	)%	(5.42	)%	70.54	%

Class C:	4/1/2003 - 3/31/2004 (4)	34.69	%		$	958	2.35	%	3.79	%	(1.92	)%	(3.36	)%	326.09	%
	4/1/2002 - 3/31/2003	(40.78	)%			1,141	2.35	%	4.81	%	(1.89	)%	(4.35	)%	158.16	%
	9/28/2001 - 3/31/2002 (4)	13.53	%			116	2.35	%	5.83	%	(1.94	)%	(5.42	)%	70.54	%

(1)	Total returns are not annualized for periods less than one full year. Calculation does not include the effect of any sales charges for Classes A, B and C.

(2)	The ratios of net expenses after expense reductions to average daily net assets are after adviser expense reimbursements, if any, as discussed in Note 7 to the Financial Statements. The ratios of net investment income (loss) before expense reductions to average daily net assets are grossed up by the adviser expense reimbursements, if any.

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

(4)	Per share investment income has been calculated using the average shares method.

(5)	Amount represents less than $0.01 per share.

(6)	The expense cap for the PF Pacific Life Money Market Fund is 0.05% for the period 7/1/02 - 6/30/05. The effect of the 12b-1 waiver by the Distributor on the ratios of net expenses and net investment income (loss) after expense reductions to average daily net assets for PF Pacific Life Money Market Class B and C were 0.39% and 0.39%, respectively, for the year ended March 31, 2004, and 0.09% and 0.09% for Class B and C, respectively, for the year ended March 31, 2003.

(7)	PF MFS International Large-Cap Fund was formerly named PF MFS Global Growth Fund.

(8)	PF Van Kampen Comstock Fund was formerly named PF Janus Strategic Value Fund.

(9)	PF Van Kampen Mid-Cap Growth Fund was formerly named PF MFS Mid-Cap Growth Fund.

See Notes to Financial Statements

D-6

PACIFIC FUNDS
NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

Pacific Funds 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 March 31, 2004, is comprised of twenty separate funds (each individually, a “Fund”, and collectively, the “Funds”): PF Portfolio Optimization Model A, PF Portfolio Optimization Model B, PF Portfolio Optimization Model C, PF Portfolio Optimization Model D, PF Portfolio Optimization Model E, PF AIM Blue Chip, PF AIM Aggressive Growth, PF Goldman Sachs Short Duration Bond, PF INVESCO Health Sciences, PF INVESCO Technology, PF Janus Growth LT, PF Lazard International Value, PF MFS International Large-Cap (formerly PF MFS Global Growth), PF PIMCO Inflation Managed, PF PIMCO Managed Bond, PF Pacific Life Money Market, PF Putnam Equity Income, PF Salomon Brothers Large-Cap Value, PF Van Kampen Comstock (formerly PF Janus Strategic Value), and PF Van Kampen Mid-Cap Growth (formerly PF MFS Mid-Cap Growth). Each Fund has three separate classes of shares: Class A, B, and C. Each class is distinguished by the level of distribution services provided and is substantially the same except that (i) Class A shares are subject to a maximum 5.50% front-end sales charge, except that for an investment of $1 million or more there is no front-end sales charge; however a 1% contingent deferred sales charge (“CDSC”) is imposed upon the redemption of Class A shares within one year of their purchase if the purchase was part of an investment of $1 million or more (when there was no initial sales charge), (ii) Class B shares are subject to a maximum 5.00% CDSC, and (iii) Class C shares are subject to a maximum 1.00% front-end sales charge, except for shares of the PF Pacific Life Money Market Fund, which are sold at the net asset value (“NAV”) per share without an initial sales charge, and a maximum 1.00% CDSC is imposed upon the redemption of Class C shares within one year of their purchase.

PF Portfolio Optimization Model A, PF Portfolio Optimization Model B, PF Portfolio Optimization Model C, PF Portfolio Optimization Model D, and PF Portfolio Optimization Model E Funds, (collectively, “Portfolio Optimization Funds”) invest all of their assets in Class A shares of other Pacific Funds (collectively, the “Underlying Funds”). Pacific Life Insurance Company (“Pacific Life”) uses an asset allocation process to determine the Portfolio Optimization Funds’ investment mix. The target allocation percentages are described in the prospectus. The Portfolio Optimization Funds will invest new assets and reinvested dividends based on the target allocations. However, allocation percentages of each of the Portfolio Optimization Funds could change substantially as the Underlying Funds’ asset values change due to market movements and portfolio management decisions. Annually, Pacific Life will evaluate the asset allocation strategies of the Portfolio Optimization Funds and rebalance, as needed, to reflect changes in the target allocations.

All of the Funds except PF Goldman Sachs Short Duration Bond Fund, PF PIMCO Inflation Managed Fund, PF Putnam Equity Income Fund, and the Portfolio Optimization Funds commenced operations on September 28, 2001. The PF Putnam Equity Income Fund commenced operations on December 31, 2001, the PF PIMCO Inflation Managed Fund commenced operations on December 31, 2002, and the PF Goldman Sachs Short Duration Bond Fund, and the Portfolio Optimization Funds commenced operations on December 31, 2003.

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. These principles require management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The following is a summary of the significant accounting policies followed by the Funds in the preparation of the financial statements.

A. Fund Valuation

The NAV per share is calculated once each business day, Monday through Friday, exclusive of Federal holidays, as of the time of the close of the New York Stock Exchange (“NYSE”), which is usually 4:00 p.m. Eastern time, although it occasionally closes earlier, on each day the NYSE is open for trading. Equity securities are generally valued at the last reported sale price for securities traded on a principal exchange (U.S. or foreign) and the official closing price on the NASDAQ National Market as reported by a pricing source approved by the Funds’ Board of Trustees (the “Board”). Securities traded on over-the-counter markets and listed securities for which no sales are reported are generally valued at the mean between the most recent bid and asked quotes obtained from a quotation reporting system, from established market makers, brokers or dealers. Fixed income securities are generally valued at prices obtained from pricing services or brokers and dealers. Certain bonds are valued by a benchmark, matrix, or other pricing processes approved by the Board. Securities for which market quotations are not readily available or are deemed to be unreliable or inaccurate are valued at their fair value as determined in good faith pursuant to procedures established by the Board. If events occur between the time of the determination of the closing price of a foreign security on an exchange or over-the-counter market and the time a Fund’s NAV is determined, or if, under the Funds’ procedures, the closing price of a foreign security is not deemed to be reliable, and there could be a material effect on a Fund’s NAV, the security would be valued at “fair value” as determined in accordance with procedures and methodologies approved by the Board. In determining the fair value of securities, the Funds may consider available information including information that becomes known after the time of the close of the NYSE, and the values that are determined will be deemed to be the price as of the time of the close of the NYSE. Effective September 15, 2003, the Funds retained a statistical research service to assist in determining the fair value of foreign securities. This service utilizes statistics and programs based on historical performance of markets and other economic data, and fair values determined

E-1

PACIFIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

with the assistance of the service will be based on the data utilized by the service. These fair values may not accurately reflect the price that a Fund could obtain for a foreign security if it were to dispose of the security as of the close of the NYSE. Money market instruments and short-term securities maturing within 60 days are valued at amortized cost, which approximates market value.

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 may be settled a month or more after the trade date; interest income is not accrued until settlement date. Dividend income is recorded on the ex-dividend date, except certain dividends from foreign securities are recorded as soon as the Funds are informed of the ex-dividend date. Interest income is recorded on the accrual basis.

Discounts and premiums are recorded on a daily basis using the effective yield method except for short-term securities and PF Pacific Life Money Market Fund, which recognize discounts and premiums on a straight-line basis. Realized gains and losses from securities transactions are recorded on the basis of identified cost. Gains and losses realized on principal paydowns from mortgage-backed securities are reclassified as a component of interest income.

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 service (12b-1) fees (included in Note 4). 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 net assets.

C. 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 end of the reporting period. Purchases and sales of securities, interest income and dividends received, and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect on the transaction date.

Net realized foreign exchange gains and losses arise from sales of a Fund’s securities, sales and maturities of short-term securities, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on each Fund’s books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities, including investments in securities at the period-end, resulting from changes in the exchange rate.

D. Expense Allocation

General expenses of the Funds (including legal and audit fees, printing and mailing expenses, transfer agency out-of-pocket expenses and fees and expenses of the Independent Trustees) are allocated to each Fund in proportion to its relative average daily net assets. Expenses directly attributable to a particular Fund (including advisory, administration, custody, registration and distribution and service (12b-1) fees) are charged directly to that Fund.

E. Offering Costs

The Funds bear all costs associated with offering expenses including legal, printing and internal services support. All such costs are amortized to expense on a straight-line basis over twelve months from commencement of operations.

F. Futures Contracts

Certain Funds may use futures contracts to manage their exposure to the stock markets, fluctuations in interest rates, and foreign currency values. Initial margin deposits are made upon entering into futures contracts and can be either cash or securities. During the period a futures contract is open, changes in the value of the contract are recognized as unrealized gains or losses 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 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 the closing transaction and the Fund’s cost of the contract. The primary risks associated with the use of futures contracts are the possibility of illiquid markets or imperfect correlation between the value of the instruments and the underlying securities, or that the counterparty will fail to perform its obligations. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

G. Options and Options on Futures Contracts

Certain Funds may write options on interest rate futures and purchase put and call options and write secured put and covered call options. When a Fund writes (sells) an option, an amount equal to the premium received is recorded as an asset with an equal liability that is “marked-to-market” based on the option’s quoted daily settlement price. Any fluctuation in the value of such an instrument is recorded as unrealized appreciation or depreciation until terminated, at which time realized gains and losses are recognized. The purposes of using options or options on futures contracts include hedging exposure to rising interest rates while retaining capital gain potential from falling rates and capitalizing on anticipated changes in market volatility or to earn additional income. These options may relate to particular securities, stock indexes, options on swaps, or foreign currencies. These investments involve, to varying degrees, elements of market risk and risks in excess of the amount recognized in the Statements of Assets and Liabilities. Risks may include an imperfect correlation between the changes in market value of the securities held by a Fund and the prices of options or options on futures contracts, an illiquid secondary market for the instruments, or the inability of a counterparty to perform its obligations.

E-2

PACIFIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

H. Forward Foreign Currency Contracts

Certain Funds may enter into forward foreign currency contracts (“forward contracts”) for the purpose of hedging against foreign exchange risk arising from a Fund’s investment in foreign securities. These contracts are “marked-to-market” daily at the applicable translation rates and any result of unrealized appreciation or depreciation is recorded in a Fund’s financial statements. 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. Risks may arise upon entering these contracts from the potential inability of a counterparty to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar or other currencies.

I. Swaps

Certain Funds may enter into interest rate, total return, and currency exchange swap agreements in order to obtain a desired return at a lower cost than if a Fund had invested directly in the asset that yielded the desired return. Swaps involve commitments to exchange components of income (generally interest or returns) pegged to the underlying assets based on a notional principal amount. Swaps are “marked-to-market” daily based upon quotations from market makers and the change, if any, is recorded as unrealized gains or losses in the Statements of Operations. A Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a counterparty.

J. Inflation-Indexed Bonds

Inflation-indexed bonds are fixed income 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, even though investors do not receive their principal until maturity.

K. Stripped Mortgage-Backed Securities

Stripped mortgage-backed 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. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a Fund may fail to recoup some or all of its initial investment in these securities. The market value of these securities is highly sensitive to changes in interest rates.

L. When-Issued Securities and Delayed-Delivery Transactions

Certain Funds may purchase or sell securities on a when-issued or 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. The market values of the securities purchased on a when-issued or delayed-delivery basis are identified as such in each applicable Fund’s Schedule of Investments. 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 when-issued 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. Risks 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.

M. 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 in anticipation of a decline in the market price of the securities. A Fund is obligated to deliver securities at the market price at the time the short position is closed. Possible losses from short sales may be unlimited, whereas losses from purchases cannot exceed the total amount invested.

N. 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 and such collateral is in the possession of the Funds’ 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.

O. Investment Risk

The price 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.

E-3

PACIFIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

Fixed income securities are affected primarily by the financial condition of the companies that have issued them, and by changes in interest rates.

There are certain additional risks involved in investing in foreign securities that are not inherent in investments in domestic securities. These risks may involve adverse political 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.

3. REORGANIZATION

On December 31, 2003, PF AIM Blue Chip Fund, (the “Surviving Fund”), acquired all of the assets and liabilities of PF Putnam Research Fund, (the “Acquired Fund”), in a tax-free exchange for shares of the Surviving Fund (together the “Reorganization”), pursuant to a plan of reorganization approved by the Board and shareholders of the Acquired Fund. Pacific Life paid all of the Reorganization costs which amounted to $78,947. The value of shares issued by the Surviving Fund is presented in the Statements of Changes in Net Assets. The number of shares acquired and issued by the Surviving Fund, and the net assets and unrealized appreciation/depreciation as of the Reorganization date immediately prior to and after the Reorganization were as follows:

	Shares Acquired		Shares Issued In Acquisition		Surviving Fund Net Assets		Acquired Fund Net Assets


Class A		781,292		739,603	$	5,959,088	$	7,488,383
Class B		5,342		5,075		1,824,082		50,735
Class C		15,005		14,225		3,982,255		142,407

Total		801,639		758,903	$	11,765,425	$	7,681,525

	Net Assets After Reorganization			Net Asset Value of Surviving Fund


Class A		$	13,447,471		$	10.12
Class B			1,874,817			10.00
Class C			4,124,662			10.01

Total		$	19,446,950

The net unrealized appreciation of the Acquired Fund at time of reorganization was $544,213.

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

Pursuant to an Investment Advisory Agreement, Pacific Life serves as Investment Adviser to the Funds, and receives from the Funds the following advisory fee rates based on an annual percentage of the average daily net assets of each Fund and the fees are accrued daily by the Funds:

PF AIM Blue Chip	0.95	%

PF AIM Aggressive Growth	1.00	%

PF Goldman Sachs Short Duration Bond	0.60	%

PF INVESCO Health Sciences	1.10	%

PF INVESCO Technology	1.10	%

PF Janus Growth LT	0.75	%

PF Lazard International Value	0.85	%

PF MFS International Large-Cap (1)	1.05	%

PF PIMCO Inflation Managed	0.60	%

PF PIMCO Managed Bond	0.60	%

PF Pacific Life Money Market	See	(2)

PF Putnam Equity Income	0.95	%

PF Salomon Brothers Large-Cap Value	0.85	%

PF Van Kampen Comstock	0.95	%

PF Van Kampen Mid-Cap Growth	0.90	%

	(1)	Prior to 1/1/04 the advisory fee rate was 1.10% of the average daily net assets.
	(2)	An annual rate of 0.40% of the first $250 million of the average daily net assets, 0.35% of the next $250 million, and 0.30% in excess of $500 million.

Pacific Life receives no fees for the investment advisory services under the Investment Advisory Agreement with respect to the Portfolio Optimization Funds. The Portfolio Optimization Funds indirectly bear the fees paid by the Underlying Funds in which they invest.

Pursuant to Fund Management Agreements, the Funds and Pacific Life engage other fund managers under Pacific Life’s supervision for fourteen of the twenty Funds. The following firms serve as sub-advisers for their respective Funds: AIM Capital Management, Inc., Goldman Sachs Asset Management, L.P., INVESCO Funds Group, Inc., Janus Capital Management LLC, Lazard Asset Management LLC, MFS Investment Management, Pacific Investment Management Company LLC, Putnam Investment Management LLC, Salomon Brothers Asset Management Inc, and Van Kampen. Pacific Life, as Investment Adviser to the Funds, pays the related management fees as compensation for advisory services provided to the Funds.

Pursuant to an Administration and Shareholder Services Agreement, (the “Agreement”) Pacific Life serves as Administrator (the “Administrator”) to the Funds. Under the Agreement, the Funds compensate the Administrator at an annual rate of 0.35% of average daily net assets for procuring or providing certain administrative, transfer agency, and shareholder services. In addition, the Funds compensate the Administrator for support services based on an internal billing rate at cost for the time spent by the legal, accounting, tax, and compliance personnel for providing assistance, coordination, and supervision to the Funds.

Pacific Select Distributors, Inc. (the “Distributor”), a wholly owned subsidiary of Pacific Life, serves as distributor of the Funds’ shares. Under the distribution and service (12b-1) plans, each Fund pays to the Distributor fees at annual rates expressed as a percentage of average daily net assets. Each Fund, except the Portfolio Optimization Funds, pays a distribution fee as compensation for services rendered and expenses borne by the Distributor in connection with the distribution of shares of the Funds (0.25% for Class A shares and 0.75% for Class B and C shares). Additionally, each Fund pays a shareholder servicing fee as compensation in connection with services rendered to

E-4

PACIFIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

shareholders of the Funds and/or maintenance of shareholder accounts (0.25% for Class A, B, and C shares). For the Portfolio Optimization Funds, each class of shares invests in Class A shares of the Underlying Funds, which charge an annual distribution and shareholder servicing fee of 0.50% of average daily net assets without payment of a front-end sales charge. To avoid duplication of fees, the distribution and shareholder servicing fee for each class of the Portfolio Optimization Funds will be reduced by 0.50%. The Portfolio Optimization Funds’ Class A shares will not accrue a fee and Class B and Class C shares will accrue 0.50%. The fees are accrued daily.

For the year ended March 31, 2004, the Distributor, acting as underwriter, received net commissions of $1,681,867 from the sale of Class A and Class C shares and received $47,971 in CDSC from redemptions of Class B and Class C shares.

5. TRUSTEE DEFERRED COMPENSATION PLAN

Each Independent Trustee is eligible to participate in the Funds’ Deferred Compensation Plan (the “Plan”). The Plan allows each Independent Trustee to voluntarily defer receipt of all or a percentage of fees which otherwise would be payable for services performed. Amounts in the deferral account are obligations of the Funds that are payable in accordance with the Plan. A Trustee who defers compensation has the option to select credit rate options that track the performance of the Class A shares of the corresponding series of the Pacific Funds without a sales load. Accordingly, the market value appreciation/depreciation of the Independent Trustee’s deferred compensation accounts will cause the expenses of each Fund to increase or decrease due to the market fluctuation. As of March 31, 2004, total deferred trustee compensation was $104,312.

6. DISTRIBUTIONS TO SHAREHOLDERS

The Funds currently declare and pay dividends on net investment income at least annually, except for the PF Goldman Sachs Short Duration Bond Fund, PF PIMCO Inflation Managed Fund, the PF PIMCO Managed Bond Fund, and the PF Pacific Life Money Market Fund. Dividends are generally declared and paid monthly for the PF Goldman Sachs Short Duration Bond Fund, PF PIMCO Inflation Managed Fund, and PF PIMCO Managed Bond Fund, and are generally declared daily and paid monthly for PF Pacific Life Money Market Fund. Dividends may be declared less frequently if it is advantageous to the Funds. All realized capital gains are distributed at least annually for all Funds.

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 (“PFICs”), 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.

The tax character of distributions paid during the year ended March 31, 2004, was as follows:

	Distributions paid from

Funds	Ordinary Income			Long-Term Capital Gain

PF Lazard International Value		$	32,940		$	—
PF PIMCO Inflation Managed			528,324			6,235
PF PIMCO Managed Bond			745,177			—
PF Pacific Life Money Market			24,524			—
PF Putnam Equity Income			71,425			—
PF Salomon Brothers Large-Cap Value			23,699			—

The tax character of distributions paid during the year ended March 31, 2003 was as follows:

	Distributions paid from

Funds	Ordinary Income			Long-Term Capital Gain

PF Lazard International Value		$	82,662		$	—
PF MFS International Large-Cap			125,020			—
PF PIMCO Inflation Managed			31,181			—
PF PIMCO Managed Bond			1,575,720			648,128
PF Pacific Life Money Market			117,708			—
PF Putnam Equity Income			94,304			—
PF Salomon Brothers Large-Cap Value			142,777			—
PF Van Kampen Comstock			50,580			—
PF Van Kampen Mid-Cap Growth			873,540			—

As of March 31, 2004, the components of distributable earnings on a tax basis were as follows:

Funds	Accumulated Capital and Other Losses				Undistributed Ordinary Income			Undistributed Long-Term Capital Gains			Unrealized Appreciation

PF Portfolio Optimization Model A		$	—			$	6,369		$	—		$	51,641
PF Portfolio Optimization Model B			—				11,471			—			109,129
PF Portfolio Optimization Model C			—				20,018			—			254,463
PF Portfolio Optimization Model D			—				11,926			—			171,204
PF Portfolio Optimization Model E			—				2,375			—			61,240
PF AIM Blue Chip			(2,440,790	)			—			—			2,031,463
PF AIM Aggressive Growth			(241,598	)			—			—			1,435,537
PF Goldman Sachs Short Duration Bond			—				53,254			557			50,778
PF INVESCO Health Sciences			(1,062,455	)			—			—			1,285,059

E-5

PACIFIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

Funds	Accumulated Capital and Other Losses				Undistributed Ordinary Income			Undistributed Long-Term Capital Gains			Unrealized Appreciation

PF INVESCO Technology		$	(1,334,968	)		$	—		$	—		$	1,155,653
PF Janus Growth LT			(1,480,064	)			—			—			1,963,811
PF Lazard International Value			(49,666	)			39,139			335,476			2,829,985
PF MFS International Large-Cap			—				97,765			306,209			843,841
PF PIMCO Inflation Managed			—				719,980			19			436,401
PF PIMCO Managed Bond			—				313,915			339,215			315,125
PF Pacific Life Money Market			(57	)			16,339			—			—
PF Putnam Equity Income			(477,126	)			16,667			—			1,767,057
PF Salomon Brothers Large-Cap Value			(1,521,573	)			38,346			—			2,907,485
PF Van Kampen Comstock			(759,686	)			16,574			—			1,710,812
PF Van Kampen Mid-Cap Growth			(3,157,073	)			—			—			1,843,552

The components of the accumulated capital and other losses as of March 31, 2004 are summarized in Note 8.

7. EXPENSE REDUCTIONS

Pacific Life has contractually agreed to waive all or part of its investment advisory fees or administration fees, or otherwise reimburse each Fund, except the Portfolio Optimization Funds, for operating expenses (including organizational expenses, but not including investment advisory fees; distribution and service (12b-1) fees; foreign taxes on dividends, interest or gains; interest; taxes; 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 of 0.45% of a Fund’s average daily net assets for the Funds through June 30, 2005, except for the PF Pacific Life Money Market Fund. The expense cap for the PF Pacific Life Money Market Fund has been reduced to 0.05% for the period July 1, 2002 through June 30, 2005. Such waiver or reimbursement is subject to repayment to Pacific Life, for a period of time as permitted under regulatory and/or accounting standards (currently 3 years), to the extent such expenses fall below the 0.45% expense cap in future years. Any amounts repaid to Pacific Life will have the effect of increasing such expenses of the Funds, but not above the 0.45% expense cap. There is no guarantee that Pacific Life will continue to cap the expenses after June 30, 2005.

Pacific Life has also contractually agreed to waive its administrative fee and charges for support services and otherwise reimburse each of the Portfolio Optimization Funds, for its operating expenses (including organizational expenses, but not including 12b-1 distribution and service fees; foreign taxes on dividends, interest or gains; interest; taxes; transactional expenses; extraordinary expenses such as litigation; and other expenses not incurred in the ordinary course of each of the Portfolio Optimization Fund’s business) through June 30, 2005. There is no guarantee that Pacific Life will continue to waive expenses after June 30, 2005.

The Distributor has also agreed to waive part of its 12b-1 fees for the PF Pacific Life Money Market Fund. The total amount waived by the Distributor for the year ended March 31, 2004 was $10,234.

The cumulative reimbursement amounts as of March 31, 2004 that are subject to repayment for each Fund are as follows:

	Expiration

Funds	2005		2006		2007

PF Portfolio Optimization Model A	$	—	$	—	$	36,837
PF Portfolio Optimization Model B		—		—		54,940
PF Portfolio Optimization Model C		—		—		103,852
PF Portfolio Optimization Model D		—		—		110,532
PF Portfolio Optimization Model E		—		—		62,617
PF AIM Blue Chip		191,685		192,697		180,256
PF AIM Aggressive Growth		164,928		137,076		116,454
PF Goldman Sachs Short Duration Bond		—		—		30,535
PF INVESCO Health Sciences		101,705		128,537		98,080
PF INVESCO Technology		105,965		131,800		92,280
PF Janus Growth LT		201,429		181,111		148,424
PF Lazard International Value		181,009		174,426		163,749
PF MFS International Large-Cap		231,269		391,365		320,872
PF PIMCO Inflation Managed		—		35,513		164,752
PF PIMCO Managed Bond		139,799		360,805		306,150
PF Pacific Life Money Market		139,704		291,629		271,427
PF Putnam Equity Income		102,380		241,155		174,093
PF Salomon Brothers Large-Cap Value		166,357		187,014		192,635
PF Van Kampen Comstock		167,973		134,554		140,698
PF Van Kampen Mid-Cap Growth		164,483		193,070		177,748

Pacific Life’s expense reimbursement is presented in the accompanying Statements of Operations.

E-6

PACIFIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

8. FEDERAL INCOME TAX

Each Fund declared and paid sufficient dividends on net investment income and capital gains distributions during the year ended March 31, 2004 to qualify as a regulated investment company and is not required to pay Federal income tax under Regulation M of the Internal Revenue Code. 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. 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. 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, 2004, 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 estimated net capital loss carryovers, the post-October capital losses and foreign currency losses deferred, and the accumulated capital and other losses as of March 31, 2004, and the aggregate cost of investments and the composition of unrealized appreciation and depreciation on investment securities for Federal income tax purposes as of March 31, 2004, were as follows:

	Net Capital Loss Carryover									Post- October Capital Loss Deferral			Post-October Foreign Currency Loss Deferral

Funds	Expiring in 2010			Expiring in 2011			Expiring in 2012

PF Porfolio Optimization Model A	$	—		$	—		$	—		$	—		$	—

PF Porfolio Optimization Model B		—			—			—			—			—

PF Porfolio Optimization Model C		—			—			—			—			—

PF Porfolio Optimization Model D		—			—			—			—			—

PF Porfolio Optimization Model E		—			—			—			—			—

PF AIM Blue Chip*		(1,040,026	)		(947,027	)		(390,913	)		(62,824	)		—

PF AIM Aggressive Growth		—			(241,598	)		—			—			—

PF Goldman Sachs Short Duration Bond		—			—			—			—			—

PF INVESCO Health Sciences		—			(1,060,524	)		—			—			(1,931	)

PF INVESCO Technology		(13,573	)		(1,197,169	)		(124,089	)		—			(137	)

PF Janus Growth LT		—			(1,465,915	)		—			—			(14,149	)

PF Lazard International Value		—			—			—			—			(49,666	)

PF MFS International Large-Cap		—			—			—			—			—

PF PIMCO Inflation Managed		—			—			—			—			—

PF PIMCO Managed Bond		—			—			—			—			—

PF Pacific Life Money Market		—			(37	)		(19	)		(1	)		—

PF Putnam Equity Income		—			(327,559	)		(149,567	)		—			—

PF Salomon Brothers Large-Cap Value		—			(498,187	)		(945,588	)		(77,798	)		—

PF Van Kampen Comstock		—			(495,603	)		(264,083	)		—			—

PF Van Kampen Mid-Cap Growth		—			(3,157,073	)		—			—			—

Funds	Accumulated Capital and Other Losses			Total Cost on Tax Basis		Gross Unrealized Appreciation		Gross Unrealized Depreciation			Net Unrealized Appreciation

PF Porfolio Optimization Model A	$	—		$	5,994,977	$	53,417	$	(1,776	)	$	51,641

PF Porfolio Optimization Model B		—			13,089,972		130,662		(21,533	)		109,129

PF Porfolio Optimization Model C		—			33,803,021		338,466		(84,003	)		254,463

PF Porfolio Optimization Model D		—			32,039,258		268,707		(97,503	)		171,204

PF Porfolio Optimization Model E		—			18,241,650		121,693		(60,453	)		61,240

PF AIM Blue Chip*		(2,440,790	)		22,960,800		2,161,330		(129,867	)		2,031,463

PF AIM Aggressive Growth		(241,598	)		7,572,926		1,545,507		(109,970	)		1,435,537

PF Goldman Sachs Short Duration Bond		—			12,947,327		50,778		—			50,778

PF INVESCO Health Sciences		(1,062,455	)		5,736,879		1,294,935		(9,876	)		1,285,059

PF INVESCO Technology		(1,334,968	)		4,734,031		1,232,244		(76,591	)		1,155,653

PF Janus Growth LT		(1,480,064	)		10,957,345		2,015,353		(51,542	)		1,963,811

PF Lazard International Value		(49,666	)		18,257,007		2,866,924		(36,939	)		2,829,985

PF MFS International Large-Cap		—			15,340,882		1,015,766		(171,925	)		843,841

PF PIMCO Inflation Managed		—			25,664,592		446,855		(10,454	)		436,401

PF PIMCO Managed Bond		—			22,316,311		590,463		(275,338	)		315,125

PF Pacific Life Money Market		(57	)		16,703,427		—		—			—

PF Putnam Equity Income		(477,126	)		13,567,038		1,844,917		(77,860	)		1,767,057

PF Salomon Brothers Large-Cap Value		(1,521,573	)		23,858,449		3,519,387		(611,902	)		2,907,485

PF Van Kampen Comstock		(759,686	)		10,949,192		1,780,405		(69,593	)		1,710,812

PF Van Kampen Mid-Cap Growth		(3,157,073	)		18,526,018		2,053,979		(210,427	)		1,843,552

The availability of a certain amount of this capital loss carryforward, which was acquired on December 31, 2003 in the merger with the PF Putnam Research Fund, may be limited in a given year.

E-7

PACIFIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

9. RECLASSIFICATION OF ACCOUNTS

During the year ended March 31, 2004, reclassifications have been made in each Fund’s capital accounts to report these balances on a tax basis, excluding certain temporary differences, as of March 31, 2004. Additional adjustments may be needed in subsequent reporting periods. These reclassifications, which have no impact on the NAV of the Funds, are primarily attributable to the reclassification of foreign currency transactions, non-deductible expenses, treatment of net operating losses, use of tax equalization, and certain differences in the computation of distributable income and capital gains under Federal tax rules versus U.S. GAAP. The calculation of net investment income per share in the financial highlights excludes these adjustments.

Funds	Paid-In Capital			Undistributed Net Investment Income (Loss)			Accumulated Net Realized Gain (Loss)

PF Portfolio Optimization Model A	$	(3,123	)	$	3,123		$	—
PF Portfolio Optimization Model B		(6,911	)		6,911			—
PF Portfolio Optimization Model C		(17,572	)		17,572			—
PF Portfolio Optimization Model D		(15,844	)		15,844			—
PF Portfolio Optimization Model E		(8,307	)		8,307			—
PF AIM Blue Chip		(239,281	)		179,791			59,490
PF AIM Aggressive Growth		(120,051	)		120,051			—
PF Goldman Sachs Short Duration Bond		(16,049	)		16,049			—
PF INVESCO Health Sciences		(78,969	)		77,037			1,932
PF INVESCO Technology		(103,738	)		103,601			137
PF Janus Growth LT		(133,298	)		112,010			21,288
PF Lazard International Value		—			(104,171	)		104,171
PF MFS International Large-Cap		—			34,192			(34,192	)
PF PIMCO Inflation Managed		(19,449	)		67,785			(48,336	)
PF PIMCO Managed Bond		—			505,730			(505,730	)
PF Pacific Life Money Market		35,520			(35,520	)		—
PF Putnam Equity Income		—			(3,596	)		3,596
PF Salomon Brothers Large-Cap Value		—			(2,902	)		2,902
PF Van Kampen Comstock		—			5			(5	)
PF Van Kampen Mid-Cap Growth		(187,667	)		187,667			—

10. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities (excluding short-term investments and the PF Pacific Life Money Market Fund since it trades exclusively in short-term debt securities) for the year ended March 31, 2004, are summarized in the following tables:

	U.S. Government Securities				Other Securities

Funds	Purchases		Sales		Purchases		Sales


PF Portfolio Optimization Model A	$	—	$	—	$	6,301,047	$	306,933
PF Portfolio Optimization Model B		—		—		13,310,654		221,604
PF Portfolio Optimization Model C		—		—		33,973,574		170,566
PF Portfolio Optimization Model D		—		—		32,170,368		131,213
PF Portfolio Optimization Model E		—		—		18,241,650		—
PF AIM Blue Chip		—		—		12,714,807		9,283,838
PF AIM Aggressive Growth		—		—		9,000,553		7,590,642
PF Goldman Sachs Short Duration Bond		22,867,423		11,159,531		—		—
PF INVESCO Health Sciences		—		—		8,033,667		8,687,825
PF INVESCO Technology		—		—		6,304,306		6,199,041
PF Janus Growth LT		101,821		39,110		5,896,900		3,806,313
PF Lazard International Value		—		—		14,221,769		8,418,656
PF MFS International Large-Cap		—		14,480		19,937,787		11,511,510
PF PIMCO Inflation Managed		102,551,263		87,402,849		199,705		—
PF PIMCO Managed Bond		93,092,531		93,370,351		4,997,764		11,672,359
PF Putnam Equity Income		1,038,306		1,388,648		9,083,503		6,535,113
PF Salomon Brothers Large-Cap Value		—		155,387		12,667,207		7,182,811
PF Van Kampen Comstock		—		—		11,728,210		8,138,314
PF Van Kampen Mid-Cap Growth		—		—		48,102,205		39,433,233

E-8

PACIFIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

11. SHARES OF BENEFICIAL INTEREST

Transactions in shares of each Fund for the years or periods ended March 31, 2004 and 2003, were as follows:

	PF Portfolio Optimization Model A Fund (1) Period ended 3/31/2004			PF Portfolio Optimization Model B Fund (1) Period ended 3/31/2004			PF Portfolio Optimization Model C Fund (1) Period ended 3/31/2004			PF Portfolio Optimization Model D Fund (1) Period ended 3/31/2004

Class A
Beginning Balances		—			—			—			—
Shares sold		221,772			562,071			1,299,854			1,335,442
Distributions reinvested		—			—			—			—
Shares redeemed		(28,937	)		(49,664	)		(43,707	)		(14,299	)

Ending Balances		192,835			512,407			1,256,147			1,321,143


Class B
Beginning Balances		—			—			—			—
Shares sold		46,564			315,298			553,922			718,780
Distributions reinvested		—			—			—			—
Shares redeemed		(2,303	)		(17,729	)		(1,904	)		(29,766	)

Ending Balances		44,261			297,569			552,018			689,014


Class C
Beginning Balances		—			—			—			—
Shares sold		391,451			555,885			1,707,775			1,315,112
Distributions reinvested		—			—			—			—
Shares redeemed		(22,261	)		(27,192	)		(40,939	)		(54,661	)


Ending Balances		369,190			528,693			1,666,836			1,260,451

	PF Portfolio Optimization Model E Fund (1) Period ended 3/31/2004			PF AIM Blue Chip Fund						PF AIM Aggressive Growth Fund						PF Goldman Sachs Short Duration Bond Fund (1) Period ended 3/31/2004
				Year ended 3/31/2004			Year ended 3/31/2003			Year ended 3/31/2004			Year ended 3/31/2003

Class A
Beginning Balances		—			983,915			991,619			585,399			658,211			—
Shares sold		824,754			1,591,780			222,273			290,771			20,830			1,363,837
Shares issued in connection with acquisition (2)		—			739,603			—			—			—			—
Distributions reinvested		—			—			—			—			—			—
Shares redeemed		(12,466	)		(1,018,762	)		(229,977	)		(141,699	)		(93,642	)		(14,260	)


Ending Balances		812,288			2,296,536			983,915			734,471			585,399			1,349,577


Class B
Beginning Balances		—			94,800			3,971			7,353			1,006			—
Shares sold		241,042			124,313			95,912			34,140			6,620			1,001
Shares issued in connection with acquisition (2)		—			5,075			—			—			—			—
Distributions reinvested		—			—			—			—			—			—
Shares redeemed		(1,780	)		(174,885	)		(5,083	)		(18,071	)		(273	)		—


Ending Balances		239,262			49,303			94,800			23,422			7,353			1,001


Class C
Beginning Balances		—			183,681			14,112			13,495			2,168			—
Shares sold		789,592			304,661			174,163			58,980			12,247			6,221
Shares issued in connection with acquisition (2)		—			14,225			—			—			—			—
Distributions reinvested		—			—			—			—			—			—
Shares redeemed		(8,018	)		(394,246	)		(4,594	)		(40,937	)		(920	)		(37	)


Ending Balances		781,574			108,321			183,681			31,538			13,495			6,184


(1)	Operations commenced on December 31, 2003.

(2)	See Note 3 to Financial Statements regarding shares issued in connection with acquisition.

E-9

PACIFIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

	PF INVESCO Health Sciences Fund						PF INVESCO Technology Fund						PF Janus Growth LT Fund						PF Lazard International Value Fund
	Year ended 3/31/2004			Year ended 3/31/2003			Year ended 3/31/2004			Year ended 3/31/2003			Year ended 3/31/2004			Year ended 3/31/2003			Year ended 3/31/2004			Year ended 3/31/2003

Class A
Beginning Balances		691,406			794,141			564,549			625,516			896,084			951,073			826,623			704,668
Shares sold		22,993			91,480			13,995			4,005			531,498			102,538			3,639,264			729,553
Distributions reinvested		—			—			—			—			—			—			2,291			7,015
Shares redeemed		(58,048	)		(194,215	)		(22,845	)		(64,972	)		(267,161	)		(157,527	)		(2,785,749	)		(614,613	)


Ending Balances		656,351			691,406			555,699			564,549			1,160,421			896,084			1,682,429			826,623


Class B
Beginning Balances		13,381			3,721			5,123			3,812			39,741			5,550			89,093			2,327
Shares sold		9,230			11,001			9,950			3,413			40,974			35,152			147,003			91,248
Distributions reinvested		—			—			—			—			—			—			294			233
Shares redeemed		(1,501	)		(1,341	)		(2,714	)		(2,102	)		(52,133	)		(961	)		(208,795	)		(4,715	)


Ending Balances		21,110			13,381			12,359			5,123			28,582			39,741			27,595			89,093


Class C
Beginning Balances		14,423			3,715			11,430			1,040			82,377			8,107			191,224			12,922
Shares sold		21,816			11,254			31,401			10,478			99,341			77,927			334,829			186,266
Distributions reinvested		—			—			—			—			—			—			682			643
Shares redeemed		(7,040	)		(546	)		(5,020	)		(88	)		(142,524	)		(3,657	)		(460,150	)		(8,607	)


Ending Balances		29,199			14,423			37,811			11,430			39,194			82,377			66,585			191,224

	PF MFS International Large-Cap Fund (1)						PF PIMCO Inflation Managed Fund (2)						PF PIMCO Managed Bond Fund						PF Pacific Life Money Market Fund
	Year ended 3/31/2004			Year ended 3/31/2003			Year ended 3/31/2004			Period ended 3/31/2003			Year ended 3/31/2004			Year ended 3/31/2003			Year ended 3/31/2004			Year ended 3/31/2003

Class A
Beginning Balances		549,549			617,508			611,735			—			1,795,231			3,357,105			13,089,685			27,053,979
Shares sold		1,514,376			494,408			1,116,158			631,493			3,557,254			1,205,919			38,550,926			7,721,450
Distributions reinvested		—			11,595			34,051			2,854			42,878			150,859			21,253			109,308
Shares redeemed		(740,740	)		(573,962	)		(274,182	)		(22,612	)		(3,500,896	)		(2,918,652	)		(37,033,673	)		(21,795,052	)


Ending Balances		1,323,185			549,549			1,487,762			611,735			1,894,467			1,795,231			14,628,191			13,089,685


Class B
Beginning Balances		7,073			2,043			15,668			—			195,812			17,592			781,809			87,858
Shares sold		39,081			5,014			238,284			15,622			186,217			180,739			1,522,624			821,580
Distributions reinvested		—			43			4,095			46			6,340			9,191			662			247
Shares redeemed		(23,071	)		(27	)		(194,025	)		—			(295,212	)		(11,710	)		(1,560,988	)		(127,876	)


Ending Balances		23,083			7,073			64,022			15,668			93,157			195,812			744,107			781,809


Class C
Beginning Balances		9,692			1,001			46,773			—			450,834			37,632			1,073,151			74,661
Shares sold		61,657			8,802			713,335			49,393			549,872			412,387			3,533,422			1,497,246
Distributions reinvested		—			22			11,804			127			12,908			25,244			1,045			435
Shares redeemed		(51,981	)		(133	)		(398,636	)		(2,747	)		(791,929	)		(24,429	)		(3,651,257	)		(499,191	)


Ending Balances		19,368			9,692			373,276			46,773			221,685			450,834			956,361			1,073,151


(1)	On December 31, 2003, PF MFS Global Growth Fund changed its name to PF MFS International Large-Cap Fund.

(2)	Operations commenced on December 31, 2002.

E-10

PACIFIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

	PF Putnam Equity Income Fund						PF Salomon Brothers Large-Cap Value Fund						PF Van Kampen Comstock Fund (1)						PF Van Kampen Mid-Cap Growth Fund (1)
	Year ended 3/31/2004			Year ended 3/31/2003			Year ended 3/31/2004			Year ended 3/31/2003			Year ended 3/31/2004			Year ended 3/31/2003			Year ended 3/31/2004			Year ended 3/31/2003

Class A
Beginning Balances		1,114,198			1,041,437			1,499,384			1,807,799			652,997			786,021			1,046,112			1,018,038
Shares sold		385,399			86,086			1,580,175			357,374			521,760			48,543			1,836,920			261,651
Distributions reinvested		6,403			9,997			1,990			14,406			—			4,947			—			121,267
Shares redeemed		(149,408	)		(23,322	)		(767,438	)		(680,195	)		(124,472	)		(186,514	)		(587,899	)		(354,844	)


Ending Balances		1,356,592			1,114,198			2,314,111			1,499,384			1,050,285			652,997			2,295,133			1,046,112


Class B
Beginning Balances		33,716			1,255			122,759			13,840			24,782			9,208			99,558			7,378
Shares sold		39,272			33,524			142,984			114,122			41,480			17,823			148,639			93,422
Distributions reinvested		169			113			154			256			—			39			—			1,081
Shares redeemed		(52,093	)		(1,176	)		(214,580	)		(5,459	)		(25,927	)		(2,288	)		(184,612	)		(2,323	)


Ending Balances		21,064			33,716			51,317			122,759			40,335			24,782			63,585			99,558


Class C
Beginning Balances		68,200			3,885			259,334			22,297			9,186			1,846			194,145			10,382
Shares sold		108,516			66,711			365,282			244,853			67,612			10,745			357,590			187,003
Distributions reinvested		482			298			336			864			—			64			—			3,296
Shares redeemed		(119,124	)		(2,694	)		(506,823	)		(8,680	)		(56,662	)		(3,469	)		(430,890	)		(6,536	)


Ending Balances		58,074			68,200			118,129			259,334			20,136			9,186			120,845			194,145


(1)	On May 1, 2003, the PF Janus Strategic Value Fund and the PF MFS Mid-Cap Growth Fund changed their names to PF Van Kampen Comstock Fund and PF Van Kampen Mid-Cap Growth Fund, respectively.

As of March 31, 2004, Pacific Life owned a percentage of the aggregate of Classes A, B, and C shares outstanding of each of the following Funds:

PF AIM Blue Chip	28.3	%
PF AIM Aggressive Growth	63.8	%
PF Goldman Sachs Short Duration Bond	33.2	%
PF INVESCO Health Sciences	70.9	%
PF INVESCO Technology	82.5	%
PF Janus Growth LT	40.8	%
PF Lazard International Value	28.6	%
PF MFS International Large-Cap	37.5	%
PF PIMCO Inflation Managed	27.2	%
PF Pacific Life Money Market	31.0	%
PF Putnam Equity Income	70.7	%
PF Salomon Brothers Large-Cap Value	20.4	%
PF Van Kampen Comstock	45.5	%
PF Van Kampen Mid-Cap Growth	23.0	%

12. TRANSACTIONS WITH AFFILIATES

The Funds have incurred $1,432,214 of investment advisory fees, $685,546 of administration fees, and $171,384 of support services expenses (not including $94,613, $33,115, and $17,386, respectively, incurred by the Acquired Fund - see Note 3) payable to Pacific Life, for the year ended March 31, 2004. As of March 31, 2004, $162,778, $98,285, and $42,324, respectively, remained payable. For the year ended March 31, 2004, the Funds also incurred $1,113,199 (not including $47,936 incurred by the Acquired Fund) of distribution expenses payable to the Distributor under the distribution and service (12b-1) plans. As of March 31, 2004, $132,112 remained payable.

E-11

PACIFIC FUNDS
NOTES TO FINANCIAL STATEMENTS (Continued)

As of March 31, 2004, each of the Portfolio Optimization Funds owned a percentage of the total (aggregate of Classes A, B and C) shares outstanding of each of the following Underlying Funds, as applicable:

	Portfolio Optimization Funds

Underlying Fund		Portfolio Optimization Model A		Portfolio Optimization Model B		Portfolio Optimization Model C		Portfolio Optimization Model D		Portfolio Optimization Model E

PF AIM Blue Chip		0.96	%	5.20	%	14.77	%	19.09	%	12.32	%
PF AIM Aggressive Growth		N/A		N/A		N/A		10.68	%	8.10	%
PF Goldman Sachs Short Duration Bond		11.87	%	15.37	%	27.28	%	11.76	%	N/A
PF Janus Growth LT		N/A		N/A		7.98	%	12.63	%	11.50	%
PF Lazard International Value		1.12	%	4.89	%	17.36	%	22.43	%	13.63	%
PF MFS International Large-Cap		0.76	%	3.33	%	15.04	%	20.36	%	15.07	%
PF PIMCO Inflation Managed		3.23	%	7.10	%	16.63	%	7.89	%	N/A
PF PIMCO Managed Bond		5.55	%	9.84	%	19.41	%	11.33	%	2.42	%
PF Pacific Life Money Market		7.34	%	9.61	%	6.21	%	N/A		N/A
PF Putnam Equity Income		N/A		N/A		6.64	%	8.40	%	4.78	%
PF Salomon Brothers Large-Cap Value		1.33	%	6.26	%	16.12	%	15.32	%	9.39	%
PF Van Kampen Comstock		1.44	%	4.17	%	10.75	%	12.75	%	7.25	%
PF Van Kampen Mid-Cap Growth		0.62	%	3.38	%	19.20	%	19.87	%	15.07	%

E-12

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Trustees and Shareholders of
Pacific Funds:

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Pacific Funds comprised of the Portfolio Optimization Funds (PF Optimization Model A, PF Optimization Model B, PF Optimization Model C, PF Optimization Model D, and PF Optimization Model E) (collectively the “Portfolio Optimization Funds”), and the PF AIM Blue Chip Fund, PF AIM Aggressive Growth Fund, PF Goldman Sachs Short Duration Bond Fund, PF INVESCO Health Sciences Fund, PF INVESCO Technology Fund, PF Janus Growth LT Fund, PF Lazard International Value Fund, PF MFS International Large-Cap Fund (formerly PF MFS Global Growth Fund), PF PIMCO Inflation Managed Fund, PF PIMCO Managed Bond Fund, PF Pacific Life Money Market Fund, PF Putnam Equity Income Fund, PF Salomon Brothers Large-Cap Value Fund, PF Van Kampen Comstock Fund (formerly PF Janus Strategic Value Fund), and PF Van Kampen Mid-Cap Growth Fund (formerly PF MFS Mid-Cap Growth Fund) (collectively the “Funds”) as of March 31, 2004, the related statements of operations for the year then ended, (as to the Portfolio Optimization Funds and PF Goldman Sachs Short Duration Bond Fund, for the period from commencement of operations through March 31, 2004), the statements of changes in net assets for each of the two years in the period then ended (as to the PF PIMCO Inflation Managed Fund, for the year ended March 31, 2004, and for the period from commencement of operations through March 31, 2003, and as to the Portfolio Optimization Funds and PF Goldman Sachs Short Duration Bond Fund, for the period from commencement of operations through March 31, 2004), and the financial highlights for the three periods from commencement of operations through March 31, 2004. These financial statements and financial highlights are the responsibility of the Portfolio Optimization Funds’ and the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial statements and financial highlights of the Funds for the years or periods ended March 31, 2002 and 2003 were audited by other auditors with reports dated May 16, 2002 and May 2, 2003, respectively, expresses an unqualified opinion on those financial statements and financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights. Our procedures included confirmation of securities owned as of March 31, 2004, by correspondence with the custodians and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements and financial highlights presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the aforementioned Funds as of March 31, 2004, the results of their operations, the changes in their net assets, and the related financial highlights for the respective stated periods, in conformity with accounting principles generally accepted in the United States of America.

SIGNATURE

Philadelphia, PA
May 14, 2004

F-1

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PACIFIC FUNDS
ADDITIONAL INFORMATION
(UNAUDITED)

TAX INFORMATION

For corporate shareholders, the percentage of investment income (dividend income plus short-term gains, if any) for each of the Funds that qualifies for the dividends-received deductions is as follows:

Funds	Percentage

PF Putnam Equity Income		100.00	%
PF Salomon Brothers Large-Cap Value		100.00	%

The PF PIMCO Inflation Managed Fund designated $6,235 as long-term capital gain dividend during the year ended March 31, 2004.

CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Upon the recommendation of the Audit Committee, the Board, including the Independent Trustees, who are not “interested persons” of the Funds, selected Deloitte & Touche LLP to replace Ernst & Young LLP (“E&Y”) as the Funds’ independent auditors, effective for the year ended March 31, 2004. E&Y’s reports on the Funds’ financial statements for the fiscal years ended March 31, 2002 and 2003 contained no adverse opinion or disclaimer of opinion nor were they qualified or modified as to the uncertainty, audit scope, or accounting principles. During the periods or year ended March 31, 2002 and 2003 and the interim period commencing April 1, 2003 and ended June 25, 2003, (i) there were no disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of E&Y, would have caused it to make reference to the subject matter of disagreements in connection with its report on the Funds’ financial statements for such year, and (ii) there were no ‘reportable events’ of the kind described in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

SPECIAL MEETING OF SHAREHOLDERS

In accordance with Rule 30e-1(b), under the 1940 Act, the Funds are required to furnish certain information regarding any matters submitted to a vote of the Funds’ shareholders.

Shareholders of record on December 1, 2003, representing 802,295.165 shares of the PF Putnam Research Fund, were notified that a Special Meeting of Shareholders (the “Meeting”) would be held at the offices of the Funds on December 31, 2003. 92.028% of the outstanding shares of the PF Putnam Research Fund were voted at the Meeting. A brief description of the matter voted upon as well as the voting results of the aforementioned Meeting is outlined as follows:

Proposal:

To approve or disapprove a Plan of Reorganization providing for the acquisition of all the assets and liabilities of the PF Putnam Research Fund by the PF AIM Blue Chip Fund, in exchange for shares of the PF AIM Blue Chip Fund.

Votes For

Votes Against

Abstentions

Outstanding
Shares
Number

Number

Percent*

Number

Percent*

Number

Percent*

737,085.552

91.872%

0.000

0.000%

1,250.490

0.156%

802,295.165

* Based on total shares outstanding.

G-1

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PACIFIC FUNDS
TRUSTEES AND OFFICERS INFORMATION
(UNAUDITED)

The business and affairs of the Funds are managed under the direction of the Board of Trustees under the Pacific Funds’ Declaration of Trust. Information pertaining to the trustees and officers of the Funds is set forth below. Trustees who are not deemed to be “interested persons” of the Funds, as defined in the 1940 Act are referred to as “Independent Trustees.” Certain trustees and officers are deemed to be “interested persons” of the Funds and thus are referred to as “Interested Persons”, because of their positions with Pacific Life. The Funds’ Statement of Additional Information (SAI) includes additional information about the trustees and is available without charge, upon request, by calling the Funds toll-free at 1-800-722-2333.

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

Name and Age	Position(s) with the Fund and Length of Time Served	Principal Occupation(s) (and certain additional occupation information) During Past 5 Years	Number of Portfolios/Funds in Fund Complex Overseen (1)


*INDEPENDENT TRUSTEES*

Lucie H. Moore, 47	Trustee since 6/13/01	Trustee of Pacific Select Fund; Former partner (1994) with Gibson, Dunn & Crutcher (Law).	52

Richard L. Nelson, 74	Trustee since 6/13/01	Trustee of Pacific Select Fund; Former Trustee (2001) and Trustee Emeritus (2003) PIMCO Funds, Multi-Manager Series; Former Director (2000) of Wynn’s International, Inc. (Industrial); Retired Partner (1983) with Ernst & Young LLP (Accounting and Auditing).	52

Lyman W. Porter, 74	Trustee since 6/13/01	Trustee of Pacific Select Fund; Professor Emeritus of Management in the Graduate School of Management at the University of California, Irvine; Member of the Board of Trustees of the American University of Armenia; Former Trustee (2001) and Trustee Emeritus (2003) PIMCO Funds; Multi-Manager Series; Former Member (1995) of the Academic Advisory Board of the Czechoslovak Management Center; Former Dean (1983) of the Graduate School of Management, University of California, Irvine.	52

Alan Richards, 74	Trustee since 6/13/01	Trustee of Pacific Select Fund; Chairman of the Board and Director, NETirement.com, Inc. (Retirement Planning Software); Chairman of of IBIS Capital, LLC (Financial); Former Trustee (2001) and Trustee Emeritus (2003) PIMCO Funds; Multi-Manager Series; Former Director (1998) of Western National Corporation (Insurance Holding Company); Retired Chairman (1986) of E.F. Hutton Insurance Group; Former Director (1986) of E.F. Hutton and Company, Inc. (Financial).	52

G. Thomas Willis, 62	Trustee since 3/18/04	Trustee of Pacific Select Fund; Retired Partner (2002) of PricewaterhouseCoopers LLP(Accounting and Auditing).	52

H-1

PACIFIC FUNDS
TRUSTEES AND OFFICERS INFORMATION (Continued)
(UNAUDITED)

Name and Age	Position(s) with the Fund and Length of Time Served	Principal Occupation(s) (and certain additional occupation information) During Past 5 Years	Number of Portfolios/Funds in Fund Complex Overseen (1)


*INTERESTED PERSONS*

Thomas C. Sutton, 61	Chairman of the Board and Trustee since 6/13/01	Chairman of the Board, Director and Chief Executive Officer of Pacific Life, Pacific Mutual Holding Company and Pacific LifeCorp; and similar positions with other subsidiaries and affiliates of Pacific Life; Chairman of the board and Trustee of Pacific Select Fund; Former Director of Newhall Land & Farming (2004); Director of The Irvine Company (Real Estate); Director of Edison International(Utilities); Former Management Board Member of PIMCO Advisors L.P. (1997); Former Equity Board Member of PIMCO Advisors L.P. (1997).	52

Glenn S. Schafer, 54	President and Trustee since 6/13/01	President and Director of Pacific Life, Pacific Mutual Holding Company and Pacific LifeCorp and similar positions with other subsidiaries and affiliates of Pacific Life; President of Pacific Select Fund; Director of Beckman Coulter, Inc. (Manufacturer of Bio-medical diagnostic systems), Former Management Board Member of PIMCO Advisors L.P. (2000); Former Equity Board Member of PIMCO Advisors L.P. (1997).	52

Brian D. Klemens, 47	Vice President and Treasurer since 6/13/01	Vice President and Treasurer of Pacific Life, Pacific Mutual Holding Company, Pacific LifeCorp and similar positions with other subsidiaries and affiliates of Pacific Life (12/98 to present); Assistant Vice President and Assistant Controller (4/94 to 12/98) of Pacific Life; and Vice President and Treasurer of Pacific Select Fund.	52

Diane N. Ledger, 64	Vice President and Assistant Secretary since 6/13/01	Vice President, Variable Regulatory Compliance of Pacific Life and Pacific Life & Annuity Company, and Vice President and Assistant Secretary of Pacific Select Fund.	52

Robin S. Yonis, 49	Vice President and General Counsel since 6/13/01	Assistant Vice President and Investment Counsel of Pacific Life.	20

Audrey L. Milfs, 57	Secretary since 6/13/01	Vice President, Director and Secretary of Pacific Life; Vice President and Secretary of Pacific Mutual Holding Company, Pacific LifeCorp and similar positions with other subsidiaries of Pacific Life; and Secretary of Pacific Select Fund.	52


(1)	As of the close of business on March 31, 2004, the “Fund Complex” consisted of Pacific Funds (20 Funds) and Pacific Select Fund (32 portfolios).

H-2

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PACIFIC FUNDS
ANNUAL REPORT
as of March 31, 2004

INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP
1700 Market Street
25^thFloor
Philadelphia, PA 19103

COUNSEL
Dechert LLP
1775 I Street, N.W.
Washington, D.C. 20006-2401

PACIFIC FUNDS
P.O. Box 9768
Providence, RI 02940-9768

ADDRESS SERVICE REQUESTED

3012-4A

FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Robin S. Yonis
Vice President and Investment Counsel of
Pacific Life Insurance Company
700 Newport Center Drive
Post Office Box 9000
Newport Beach, CA 92660
(Name and address of agent for service)

Jeffrey S. Puretz, Esq.
Dechert LLP
1775 Eye Street, N.W.
Washington D.C. 20006-2401

FORM N-CSRCERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Robin S. Yonis Vice President and Investment Counsel ofPacific Life Insurance Company700 Newport Center Drive Post Office Box 9000Newport Beach, CA 92660 (Name and address of agent for service)

Jeffrey S. Puretz, Esq.Dechert LLP 1775 Eye Street, N.W.Washington D.C. 20006-2401

FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Robin S. Yonis
Vice President and Investment Counsel of
Pacific Life Insurance Company
700 Newport Center Drive
Post Office Box 9000
Newport Beach, CA 92660
(Name and address of agent for service)

Jeffrey S. Puretz, Esq.
Dechert LLP
1775 Eye Street, N.W.
Washington D.C. 20006-2401