MARK KARPE
Counsel
Office: (949) 219-3224
Fax: (949) 219-3706
E-mail: Mark.Karpe@PacificLife.com
June 10, 2014
Via Electronic Transmission
Dominic J. Minore, Esq.
Senior Counsel – Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE: | Pacific Life Funds – Request for Selective Review |
Post-Effective | Amendment No. 102 |
(File | Nos. 333-61366, 811-10385) |
Dear Mr. Minore:
On May 9, 2014, Pacific Life Funds (the “Trust”) filed the above referenced Post-Effective Amendment (“PEA”) No. 102 (the “Amendment”) pursuant to Rule 485(a) under the Securities Act of 1933. The Amendment does not raise novel or complex issues of law or policy, and is scheduled to become effective sixty (60) days after filing.
As we discussed, pursuant to SEC Release No. 33-6510 (February 15, 1984), the Administrator on behalf of the Trust respectfully requests selective review of the Amendment on the basis that the disclosure in the Amendment is substantially similar to the disclosure contained in registration statements previously reviewed by the staff of the Commission in PEA 98 and PEA 94, other than the following:
• | Class P Prospectus |
¡ | Sub-adviser additions/changes for PL Managed Bond Fund, PL Small-Cap Value Fund, PL Small-Cap Growth Fund, PL Currency Strategies Fund, and PL Mid-Cap Growth Fund |
¡ | Individual portfolio manager changes for PL Comstock Fund, PL Main Street Core Fund, PL Mid-Cap Equity Fund, and PL Real Estate Fund |
¡ | Changes to the principal investment strategies for PL Managed Bond Fund and PL Inflation Managed Fund |
¡ | Enhancements to the disclosure regarding Interest Rate Risk, Emerging Markets Risk, and Foreign Markets Risk |
¡ | Renewal of expense caps |
¡ | Renewal of fee waivers and the addition of a fee waiver for PL Mid-Cap Growth Fund |
Dominic J. Minore, Esq.
June 10, 2014
Page 2 of 2
• | Class A, B, C, I, R, Advisor Shares Prospectus |
¡ | An individual portfolio manager change for PL High Income Fund |
¡ | Enhancements to the disclosure regarding Interest Rate Risk, Emerging Markets Risk, and Foreign Markets Risk |
¡ | Renewal and changes to expense caps |
¡ | Renewal of fee waivers |
Corresponding changes have been made to the Trust’s Statement of Additional Information. Additionally, the PL Money Market Fund was liquidated earlier this year and all references to that fund have been deleted from the registration statement.
For your convenience, we have previously provided marked-to-show documents reflecting all changes.
As requested, a copy of my prior email regarding the request for selective review of the Amendment is attached to this letter. If you have any questions or further comments regarding this matter, please contact me.
Sincerely,
/s/ Mark Karpe
Mark Karpe
Counsel
cc: Laurene E. MacElwee, Pacific Life Fund Advisors LLC
Robin Yonis, Esq., Pacific Life Fund Advisors LLC
Anthony H. Zacharski, Esq., Dechert LLP
Deavila, Helen
From: | Karpe, Mark | |
Sent: | Thursday, June 05, 2014 3:28 PM | |
To: | ‘Dominic J. Minore (minored@sec.gov)’ | |
Subject: | RE: Pacific Life Funds 485A filing |
Dominic, thank you for your voicemail yesterday – we appreciate you taking the time between your meetings to discuss the potential for Selective Review under Release #33-6510.
You are correct, the vast majority of the changes consisted of clarifying existing disclosure, re-arranging sentences from one area to another, and general ‘word-smithing’. Saying that, here is a list of changes that have occurred since last year that we would consider to be significant:
For the Class P Shares Prospectus
• | Sub-adviser additions/changes for the PL Managed Bond, PL Small-Cap Value, PL Small-Cap Growth, PL Currency Strategies, and PL Mid-Cap Growth Funds |
• | Portfolio Managers (individual people) changes for the PL Comstock, PL Main Street Core, PL Mid- Cap Equity, and PL Real Estate Funds |
• | Principal Investment Strategy changes for PL Managed Bond Fund and PL Inflation Managed Fund |
• | Expanded disclosure to the interest rate, emerging markets, and foreign market risks |
• | Renewal of expense caps and fee waivers, and the addition of a fee waiver for PL Mid-Cap Growth Fund |
For the Class A, B, C, I, R, Advisor Shares Prospectus
• | Portfolio Manager (individual person) change to PL High Income Fund |
• | Expanded disclosure to the interest rate, emerging markets, and foreign market risks |
• | Renewal and changes to expense caps, renewal of fee waivers |
And any corresponding SAI changes.
As previously filed, the PL Money Market Fund closed earlier this year, and accordingly all references have now been removed.
If you agree that we would be eligible for Selective Review, we would gladly welcome the opportunity. Please let me know if you would need a formal correspondence, mailed or filed electronically.
Thank you for your assistance with our review.
Mark
Mark Karpe
Law Department
NB-5, x3224
From: Karpe, Mark
Sent: Friday, May 09, 2014 12:45 PM
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To: ‘Dominic J. Minore (minored@sec.gov)’
Subject: Pacific Life Funds 485A filing
Please find attached for your review courtesy copies of the annual update 485(a) filing for Pacific Life Funds that were filed on EDGAR as of this morning.
For your convenience, we have also attached versions marked-to-show to the current registration statement.
Thank you for your assistance with this matter.
Mark Karpe
Pacific Life
Mark Karpe
Law Department
Pacific Life Insurance Co.
700 Newport Center Drive, NB-5
Newport Beach, CA 92660
(949) 219-3224
(949) 219-3706
mark.karpe@pacificlife.com
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