SecProbe.io

CORRESP
1
filename1.htm

AUDREY L. CHENG

Assistant Vice President, Counsel

Office: (949) 219-3202

Fax: (949) 219-3706

E-mail: Audrey.Cheng@PacificLife.com

November 18, 2020

VIA EDGAR

Yoon Choo, Esq.

Senior Counsel

Division of Investment Management

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

RE: Pacific
                                         Funds Series Trust – Pacific FundsSM ESG Core Bond

 File Nos. 333-61366 and 811-10385

Dear Ms. Choo:

This letter is being provided in response to comments received
from the U.S. Securities and Exchange Commission (“SEC” or the “Commission”) staff (“Staff”)
on October 30, 2020, concerning post-effective amendment (“PEA”) No. 160 to the registration statement of
Pacific Funds Series Trust ( “Registrant”) on Form N-1A (including the Prospectus, Statement of Additional
Information (“SAI”) and Part C), which was filed with the Commission on September 17, 2020 pursuant to Rule 485(a) under
the Securities Act of 1933, as amended, on behalf of Pacific Funds ESG Core Bond (the “Fund”). Set forth in the numbered
paragraphs below are the Staff’s comments followed by Registrant’s responses.

Prospectus

 1. Comment: Cover page of prospectus: Please
                                         add the ticker symbols.

Response: Registrant will add the
ticker symbols as requested.

 2. a. Comment: Principal Investment Strategies:
                                         The Fund’s name includes “ESG” (Environmental, Social and Governance),
                                         which suggests a type of investment and therefore the Fund’s 80% names rule policy
                                         should cover ESG in addition to bonds.

Response: Registrant believes its use of the
term “ESG” does not implicate Rule 35d-1 under the Investment Company Act of 1940. Registrant’s use of
the term “ESG” reflects the sub-adviser’s practice of integrating ESG principles into its investment process,
as disclosed in the Principal Investment Strategies (Summary) section, and accordingly, refers to the Fund’s principal
investment strategy and not a particular type of investment. Registrant believes its use of the term “ESG” is analogous
to the use of terms like “growth” or “value,” which, as the Commission recognized in the

Pacific FundsSM ESG Core Bond – Response Letter

November 18, 2020

Page 2 of 9

adopting release
for Rule 35d-1, “connote types of investment strategies as opposed to types of investments.” Accordingly, Registrant
respectfully declines to make the requested change to the Fund’s 80% names rule policy.

b. Comment: ESG refers to a broad range of
potential investments and issues. Please disclose how the Fund defines ESG as part of its own investment process (i.e.,
once past the screen out process, in what ESG investments the sub-adviser is trying to focus) and whether it intends to focus
on any particular ESG factor or factors. Please also disclose whether the ESG exclusions and ESG metrics to the extent available
are applied to every potential investment.

Response: Registrant will revise the disclosure
to state that ESG exclusions and ESG metrics are currently applied only to corporate bonds and securities issued by the U.S. government
or its related agencies and debt securities issued by developed foreign governments and corporations, and are not currently applied
to any other investment outside these security types.

c. Comment: The Fund notes that it will invest
at least 80% of its assets in debt securities. Please define “assets” as per Rule 35d-1.

Response: Consistent with plain English principles,
 “assets” is used in the summary Principal Investment Strategies section to avoid unnecessary technical jargon.
In addition, Registrant discloses the technical definition in the Non-Fundamental Investment Restrictions section of the
SAI. However, in light of the Staff's comments, language defining “assets” for Rule 35d-l purposes will be included
in the General Investment Information section of the statutory prospectus.

d. Comment: The Fund notes that it will invest
in government-sponsored asset-backed securities (“ABS”) and mortgage-backed securities (“MBS”) as well
as U.S. government and agency securities. The Fund also notes that it will invest in debt securities issued by developed foreign
governments. Please explain how the Fund’s ESG definition and methodology apply to these types of investments in disclosure
in Item 9. It is not the intent of the Commission for this to be lengthy extensive disclosure, and thus the Staff would not object
if Registrant considered U.S. government securities as part of the ESG criteria or focused on types of investments like low income
investments for MBS.

Response: As provided in Registrant’s
response to Comment 2b above, ESG exclusions and ESG metrics are not currently available for certain types of debt securities,
including ABS and MBS, and ESG metrics are also not currently available for government and government-backed securities. However,
Registrant will add disclosure stating that certain ESG exclusions apply to debt securities of U.S. government and agency and
developed foreign governments.

e. Comment: Principal Investment Strategies:
ESG Exclusions – The disclosure in this subsection notes that the Fund will exclude from investment the sale or use
of thermal coal “exceeding the sub-adviser’s revenue threshold.” Please disclose the revenue threshold in Item
9 disclosure.

Response: Registrant respectfully declines
this request. The revenue threshold is not required by Item 9.

f. Comment: The disclosure in this subsection
also notes that the Fund may invest in transition bonds issued by entities that derive revenue from activities in the exclusion
list or that themselves are on the

    2

Pacific FundsSM ESG Core Bond – Response Letter

November 18, 2020

Page 3 of 9

list. Please explain in the summary Item 4 disclosure what “transition bonds” are.
Please also explain why it is appropriate for the Fund to invest in transition bonds by these issuers – this can be in Item
9 disclosure.

Response: Registrant will revise the disclosure
as requested.

g. Comment: Principal Investment Strategies:
ESG Metrics – In addition to listing the types of information provided by the ESG vendors, please describe the criteria
in the disclosure that the sub-adviser uses in assessing that information consistent with its ESG definition or focus. For instance,
if renewables are a huge focus for the sub-adviser, we want to know that. The Staff is not questioning the process; we just ask
that you disclose the process including:

 a. Does the sub-adviser weight different ESG factors differently?

 b. Could a strong score for one factor override weak scores for
                                         another?

Response: Registrant will revise the disclosure
as requested.

h. Comment: In this same subsection, please
identify the primary providers the Fund intends to use as its third-party ESG data vendors (this can be Item 9 disclosure). Please
also briefly summarize each provider’s criteria or methodology. Also consider any related principal risks to the Fund’s
use of these third-party ESG data vendors since the criteria used by these vendors can differ significantly.

Response: Registrant respectfully declines
to name its third-party ESG service providers given that these relationships are confidential and not required by Item 9 disclosure
requirements. Registrant will summarize the providers’ criteria or methodology in disclosure. Registrant will add new risk
disclosure in response to this comment.

i. Comment: In this subsection is the following
sentence: “The Fund generally seeks to invest in debt securities that would result in a better average ESG rating for those
debt securities, in aggregate, than the average ESG rating of the debt securities within the Bloomberg Barclays U.S. Aggregate
Bond Index (the Fund’s benchmark index) for which ESG ratings are available.” Please supplementally explain how the
average ESG rating of the debt securities held by the Fund and the benchmark index are calculated for purposes of this comparison.
For instance, how are debt securities with limited or no ESG rating calculated – does Registrant dollar weight the investments
if the Fund has a smaller holding that is ESG weighted but a large amount that is not.

Response: Only corporate debt securities are
rated because they have ESG ratings. The average ESG ratings for the Fund and benchmark for these corporate debt securities are
calculated using a dollar-weighted average that includes all securities rated by the respective third-party service providers.
For certain security types such as ABS, MBS and Treasuries, ESG ratings are generally not provided from the third-party service
providers.

j. Comment: The last sentence of the first
paragraph of this subsection states: “In those cases where ESG metrics are not available for certain types of securities
or issuers, these securities may nonetheless be eligible for the Fund should they not be screened out based on the sub-adviser’s
ESG exclusions.” Fundamental research is the first component disclosed for the investment process. Could the Fund make

    3

Pacific FundsSM ESG Core Bond – Response Letter

November 18, 2020

Page 4 of 9

an
investment in an issuer that is NOT excluded by the ESG exclusions but still scores poorly on ESG factors if the sub-adviser believes
the issuer’s fundamentals are strong? If so, please disclose this.

Response: Registrant will revise
the disclosure as requested.

 3. a. Comment: Principal Risks – Please
                                         add a New Fund Risk.

Response: Registrant has considered this comment
and determined that no disclosure changes are necessary. The risk of the Fund having no operating history and not achieving its
investment goal is not considered a principal risk because references to the Fund being new and its anticipated launch date are
disclosed in the “Performance” and “Portfolio Turnover” sections of the Fund’s summary prospectus.

b. Comment: Debt Securities Risk –
Please consider whether the other risks noted in the statutory prospectus under Mortgage-Related and Other Asset-Backed Securities
Risk also apply to Debt Securities Risk for instance, issuer risk or call risk.

Response: Registrant has considered the other
risks and determined that no other risks apply universally to all debt securities.

c. Comment: Interest Rate Risk –
Please add that interest rates are at historic lows and the consequences on the Fund. In this regard, please add the following
statement in the statutory prospectus to the summary prospectus: “Given the historically low interest rate environment in
the U.S., risks associated with rising interest rates are heightened.

Response: Registrant will revise the disclosure
as requested.

d. Comment: Please add a LIBOR Risk as applicable.
The LIBOR risk should describe how the expected discontinuation of LIBOR could affect the Fund’s investments, including
(i) if the Fund will invest in instruments that pay interest at floating rates based on LIBOR that do not include a fall
back provision that addresses how interest rates will be determined if LIBOR stops being published, how it will affect the liquidity
of these investments; and (ii) how the transition to any successor rate could impact the value of investments that reference
LIBOR.

Response: The Fund currently does not expect
to have investments that will subject it to material risk from the LIBOR transition. As such, no LIBOR Risk will be added.

e. Comment: ESG Criteria Risk –
Please consider whether risk disclosure related to the Fund’s use of third-party vendors is appropriate since the criteria
used by vendors can differ significantly (i.e., scores can vary across vendors and even within industries from the same
provider).

Response: Registrant will add this risk disclosure
as requested.

f. Comment: Foreign Markets Risk –
This risk discusses foreign market risk, but not foreign government or foreign company risk. Please revise the risk factor to
also explain the risks of investing in debt securities of foreign governments or companies.

Response: Registrant will revise the disclosure
as requested.

    4

Pacific FundsSM ESG Core Bond – Response Letter

November 18, 2020

Page 5 of 9

g. Comment: Mortgage-Related and Other
Asset-Backed Securities Risk – This risk notes that such securities are subject to various sub-risks such as extension
risk, prepayment risk etc. Please briefly describe each risk that is not otherwise discussed in the risk factors in the summary
sections. A little parenthetical after each would satisfy. The summary risk disclosure is meant to stand alone and an investor
should not have to request the statutory prospectus in order to understand these risks.

Response: Registrant will revise the disclosure
as requested.

h. Comment: Additional Information About
Principal Investment Strategies – – In the last sentence of the third paragraph of this section, please change
 “other investment strategies” to “non-principal investment strategies.”

Response: Registrant will revise the disclosure
as requested.

 4. a. Comment: Item 9 Disclosure –
                                         Please disclose where appropriate how the Fund will approach relevant ESG proxy issues
                                         for their holdings. Alternatively, the Fund should explain supplementally why such disclosure
                                         is not required.

Response: As a bond fund, it is unlikely the
Fund will receive proxies. Therefore, Registrant respectfully declines this request.

b. Comment: With respect to the disclosure
regarding mortgage-backed securities, please clearly disclose the types of mortgage-related and asset-backed securities in which
the Fund may invest, including whether the Fund may invest in CDOs, CLOs and whether these securities may be agency or non-agency.

Response: Registrant will revise the disclosure
as requested. The Fund invests typically in consumer-related asset-backed securities and would not invest in CLOs or CDOs.

c. Comment: With respect to the disclosure
regarding Fundamental Research Process, please disclose what are “non-income producing investments” and, if the Fund
will invest in these investments to a material extent, please disclose in the Item 4 summary section.

Response: Registrant has determined that “non-income
producing investments” are not relevant in this context and will delete that phrase.

d. Comment: ESG Criteria Risk –
Please move the last sentence from this statutory risk into the Fund’s principal investment strategy discussion regarding
the sub-adviser’s determination to sell Fund holdings.

Response: Registrant will move the disclosure
as requested.

e. Comment: Foreign Markets Risk –
With respect to the disclosure regarding accounting, please consider whether different auditing standards should also be highlighted
in this risk factor.

Response: Registrant will revise the disclosure
as requested.

    5

Pacific FundsSM ESG Core Bond – Response Letter

November 18, 2020

Page 6 of 9

f. Comment: Limited or No ESG Ratings Risk
- Please consider moving the first two sentences of this risk to the Principal Investment Strategies because they seem
more like strategy disclosure than risk disclosure.

Response: Registrant respectfully declines
this request. Registrant believes these two sentences serve as helpful background for the risk disclosure.

g. Comment: Liquidity Risk –
Referring to the second to last sentence of this risk, please explain why investment in distressed issuers is a principal risk
given that the SAI states that this Fund may invest only up to 5% of its investments in non-investment grade securities.

Response: Registrant will delete this risk.

h. Comment: Mortgage-Related and Other
Asset-Backed Secu