485BPOS

Contingent Deferred Sales
Charge (Load) (CDSC)

Maximum Sales Charge (Load)

Years After Purchase:

CDSC on Shares
Being Sold:

No initial sales charge (load)¹

485BPOS 1 d173913d485bpos.htm 485BPOS 485BPOS

As filed with the U.S. Securities and Exchange Commission on July 28, 2016

Registration No. 333-61366

811-10385

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. ¨

Post-Effective Amendment No. 129 x

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ¨

Amendment No. 133 x

(Check appropriate box or boxes)

Pacific Funds Series Trust

(Exact Name of Registrant as Specified in Charter)

700 Newport Center Drive, P.O. Box 7500, Newport Beach, CA 92660
(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code: (949) 219-6767

Robin S. Yonis, Esq.

Pacific Life Insurance Company
700 Newport Center Drive
Newport Beach, CA 92660
(Name and Address of Agent for Service)

Copies to:

Anthony H. Zacharski, Esq.
Dechert LLP
90 State House Square
Hartford, CT 06103-3702

It is proposed that this filing will become effective (check appropriate box)

¨ immediately upon filing pursuant to paragraph (b)

x on July 29, 2016 pursuant to paragraph (b)

¨ 60 days after filing pursuant to paragraph (a)(1)

¨ on (date) pursuant to paragraph (a)(1)

¨ 75 days after filing pursuant to paragraph (a)(2)

¨ on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

¨ this post-effective amendment designates a new effective date for a previously filed post-effective amendment.




Prospectus dated August 1, 2016


	TICKER SYMBOLS by Share Class
FUND	A	B	C	I	R	Advisor
Pacific Funds^SM Portfolio Optimization Conservative	POAAX	POABX	POACX	N/A	POARX	PLCDX
Pacific Funds^SM Portfolio Optimization Moderate-Conservative	POBAX	POBBX	POBCX	N/A	POBRX	PMCDX
Pacific Funds^SM Portfolio Optimization Moderate	POCAX	POMBX	POMCX	N/A	POCRX	POMDX
Pacific Funds^SM Portfolio Optimization Growth	PODAX	PODBX	PODCX	N/A	PODRX	PMADX
Pacific Funds^SM Portfolio Optimization Aggressive-Growth	POEAX	POEBX	POCEX	N/A	POERX	POEDX
Pacific Funds^SM Short Duration Income	PLADX	N/A	PLCSX	PLSDX	N/A	PLDSX
Pacific Funds^SM Core Income	PLIAX	N/A	PLNCX	PLIIX	N/A	PLIDX
Pacific Funds^SM Strategic Income	PLSTX	N/A	PLCNX	PLSRX	N/A	PLSFX
Pacific Funds^SM Floating Rate Income	PLFLX	N/A	PLBCX	PLFRX	N/A	PLFDX
Pacific Funds^SM Limited Duration High Income	PLLDX	N/A	PLLCX	PLLIX	N/A	PLLYX
Pacific Funds^SM High Income	PLAHX	N/A	PLCHX	PLHIX	N/A	PLHYX
Pacific Funds^SM Diversified Alternatives	PLALX	N/A	PLCLX	N/A	N/A	PLDLX


	TICKER SYMBOLS by Share Class
FUND	A	C	Advisor	Investor
Pacific Funds^SM Large-Cap	PFLAX	PFCCX	PFCDX	PFCRX
Pacific Funds^SM Large-Cap Value	PFAAX	PFVCX	PFVDX	PFVRX
Pacific Funds^SM Small/Mid-Cap	PFDAX	PFPCX	PFMDX	PFIRX
Pacific Funds^SM Small-Cap	PFKAX	PFACX	PFQDX	PFBRX
Pacific Funds^SM Small-Cap Value	PFEAX	PFHCX	PFFDX	PFQRX
Pacific Funds^SM Small-Cap Growth	PFMAX	PFMCX	PFWDX	PFWRX

You should be aware that the U.S. Securities and Exchange Commission (“SEC”) and the Commodity Futures Trading Commission (“CFTC”) have not approved or disapproved of the securities or passed upon the accuracy or adequacy of the disclosure in this prospectus. It is a criminal offense to say otherwise.

Table of Contents

Fund Summaries


Pacific Funds Portfolio Optimization Conservative	4
Pacific Funds Portfolio Optimization Moderate-Conservative	11
Pacific Funds Portfolio Optimization Moderate	17
Pacific Funds Portfolio Optimization Growth	23
Pacific Funds Portfolio Optimization Aggressive-Growth	29
Pacific Funds Short Duration Income	34
Pacific Funds Core Income	38
Pacific Funds Strategic Income	42
Pacific Funds Floating Rate Income	46
Pacific Funds Limited Duration High Income	50
Pacific Funds High Income	54
Pacific Funds Diversified Alternatives	58
Pacific Funds Large-Cap	65
Pacific Funds Large-Cap-Value	68
Pacific Funds Small/Mid-Cap	71
Pacific Funds Small-Cap	74
Pacific Funds Small-Cap Value	77
Pacific Funds Small-Cap Growth	80
Additional Summary Information	83
Additional Information About Principal Investment Strategies and Principal Risks	83
Portfolio Optimization Funds	84
Pacific Funds Short Duration Income	86
Pacific Funds Core Income	87
Pacific Funds Strategic Income	88
Pacific Funds Floating Rate Income	88
Pacific Funds Limited Duration High Income	89
Pacific Funds High Income	90
Pacific Funds Diversified Alternatives	90
Pacific Funds Large-Cap	91
Pacific Funds Large-Cap Value	92
Pacific Funds Small/Mid-Cap	92
Pacific Funds Small-Cap	93
Pacific Funds Small-Cap Value	93
Pacific Funds Small-Cap Growth	93
General Investment Information	94
Additional Risk Information	95
Additional Information About Fees and Expenses	104
Additional Information About Shareholder Fees	105
Additional Information About Operating Expenses	106
Shareholder Account Information	107
Overview of the Share Classes	108
Share Class Eligibility	109
Distribution and/or Service Fees	109
Initial Sales Charges (Class A Shares Only)	109
Sales Charges — Waivers and Reductions	111
Contingent Deferred Sales Charges (“CDSCs”)	112
Purchasing Shares	113
How to Purchase Shares	115
Redeeming Shares	117
Selling Shares	117
Exchanging Shares	118
Additional Information About Fund Performance	119
Manager Changes, Name Changes and/or Related Investment Policy Changes by Fund	119
Index Definitions	119
Other Fund Information	121


Execution of Your Requests	121
How Share Prices Are Calculated	122
Security and Shareholder Protection	123
Prevention of Disruptive Trading	123
Dividends and Distributions	124
Distribution and Servicing Arrangements	125
General Summary of Tax Consequences	126
Document Delivery	127
Fund Organization	127
About Management	128
Performance of Comparable Accounts	132
About the Comparable Account Presentations	132
Financial Highlights	140


Where To Go For More Information	back cover of this prospectus

Trademarks and service marks (“Marks”) regarding Pacific Funds are owned and/or registered by Pacific Life Insurance Company or its affiliates. Third-party Marks belong to their respective owners.

Pacific Funds^SM Portfolio Optimization Conservative

Investment Goal

This Fund seeks current income and preservation of capital.

Fees and Expenses of the Fund

The tables that follow describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Class A shares of eligible Funds of the Trust. More information about these and other discounts is available from your financial professional and in the Overview of the Share Classes section on page 108 in the Fund’s prospectus.

Shareholder Fees (fees paid directly from your investment)


	Share Class
	A	B	C	R	Advisor
Maximum Sales Charge (load) imposed on purchases (as a percentage of offering price)	5.50%	None	None	None	None
Maximum Deferred Sales Charge (load) (as a percentage of the purchase price or redemption price, whichever is less)	None	5.00%	1.00%	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


Share Class
	A	B	C	R	Advisor
Management Fee	0.20%	0.20%	0.20%	0.20%	0.20%
Distribution (12b-1) and/or Service Fees	0.25%	1.00%	1.00%	0.50%	None
Other Expenses	0.22%	0.22%	0.22%	0.22%	0.22%
Acquired Fund Fees and Expenses¹	0.72%	0.72%	0.72%	0.72%	0.72%
Total Annual Fund Operating Expenses	1.39%	2.14%	2.14%	1.64%	1.14%
Less Expense Reimbursement²	(0.07%)	(0.07%)	(0.07%)	(0.07%)	(0.07%)
Total Annual Fund Operating Expenses after Expense Reimbursement	1.32%	2.07%	2.07%	1.57%	1.07%

¹ Acquired Fund Fees and Expenses are expenses incurred indirectly by the Fund through its ownership of shares in other investment companies. As such, they are not reflected in the total annual operating expenses in the Fund’s financial statements.

² The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.15% through 7/31/2017, and 0.30% from 8/1/2017 through 7/31/2023 for Class A, B, C, R and Advisor Class shares. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Examples

The Examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other Funds of the Trust or other mutual funds. Each Example assumes that you invest $10,000 in the noted share class of the Fund for the time periods indicated, that your investment has a 5% return each year, and that the Fund’s annual operating expenses remain as stated in the previous table for the time periods shown, except for the expense reimbursement (expense limitation), which is only reflected for the contractual periods. Although your actual costs may be higher or lower, the Examples show what your costs would be based on these assumptions.


Your expenses (in dollars) if you SELL your shares at the end of each period.
Share Class
	A	B	C	R	Advisor
1 year	$ 677	$ 710	$ 310	$ 160	$ 109
3 years	$ 959	$1,063	$ 663	$ 510	$ 355
5 years	$1,262	$1,343	$1,143	$ 885	$ 621
10 years	$2,121	$2,276	$2,467	$1,938	$1,380


Your expenses (in dollars) if you DON’T SELL your shares at the end of each period.
Share Class
	A	B	C	R	Advisor
1 year	$ 677	$ 210	$ 210	$ 160	$ 109
3 years	$ 959	$ 663	$ 663	$ 510	$ 355
5 years	$1,262	$1,143	$1,143	$ 885	$ 621
10 years	$2,121	$2,276	$2,467	$1,938	$1,380

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Examples, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 42% of the average value of the Fund.

Principal Investment Strategies

This Fund is a “fund of funds” that seeks to achieve its investment goal by investing in other funds of the Trust (the “Underlying Funds”). Under normal market conditions, the Fund’s exposures to the two broad asset classes of debt and equity are expected to be within the following ranges:


BROAD ASSET CLASS ALLOCATIONS
Debt	Equity
70-85%	15-30%

Pacific Life Fund Advisors LLC (“PLFA”), the investment adviser to the Fund, manages and oversees the Fund through a multi-step process that includes:

(1) Asset Allocation/Portfolio Construction—PLFA manages the Fund using an approximate 10-year investment horizon. An asset class model (the “Model”) for the Fund is developed that seeks to meet the Fund’s investment goal. Within each broad asset class, there are narrower asset class categories (the “asset class categories”) which are used to develop the Model. The allocations for the broad asset classes and narrower asset class categories are taken into consideration in developing the Model. The broad equity asset class includes asset class categories such

as domestic small-capitalization, mid-capitalization and large-capitalization, growth and value strategies, and international and emerging market equities. The broad debt asset class includes asset class categories such as investment grade bonds, high yield/high risk bonds, bank loans, international debt and emerging market debt.

PLFA then determines the amount of the Fund’s assets to invest in each Underlying Fund in order to obtain the broad asset class exposures and asset class category exposures designated by the Model for the Fund.

PLFA may adjust the broad asset class allocations to any point within the above ranges, and/or adjust the asset class category allocations, and/or the allocations to the Underlying Funds, at any time as they deem necessary, based on PLFA’s views of market conditions, its outlook for various asset class categories or other factors.

In addition, PLFA may engage in dynamic positioning for the Fund by further adjusting the Model to any point within the above ranges, as deemed necessary, to reflect a shorter term view of the markets or a particular asset class category, to seek to capture upside opportunities or mitigate risk from market events, or for cash management purposes. PLFA would then make the appropriate adjustments to its Underlying Fund allocations to reflect the updated broad asset class and asset class category allocations in the Model. This dynamic positioning would be implemented consistent with the Fund’s risk/return profile and investment goal.

(2) Manager Oversight—PLFA monitors and evaluates the Underlying Fund Managers to seek to ensure that each Manager’s investment style and approach continue to be appropriate for the Underlying Fund it manages.

(3) Investment Risk Management—PLFA monitors and analyzes the investment risks of the Fund, evaluates their impact on the Fund’s risk/return objectives and considers adjustments to the Fund’s allocations as a result.

Investments of the Underlying Funds that invest primarily in debt instruments include: investment grade debt securities, including U.S. Government securities, corporate bonds, mortgage-related securities, and other asset-backed securities; non-U.S. debt securities, including emerging market debt; debt instruments of varying duration; high yield/high risk bonds; floating rate loans; and inflation-indexed bonds.

Investments of the Underlying Funds that invest primarily in equity instruments include: growth and value stocks; large-, mid- and small-capitalization companies; stocks of companies with a history of paying dividends; sector-specific stocks; and domestic and non-U.S. stocks, including emerging market stocks.

The Fund may invest in “alternative strategies” which typically seek one or more of the following: (1) low to moderate correlation to traditional equity and debt investments; (2) to reduce losses during adverse and volatile market conditions; or (3) to outperform the broad equity or debt markets over a complete market cycle. Alternative strategies used by the Underlying Funds may include, for example, currency strategies, long/short equity strategies, and absolute return strategies. PLFA considers an alternative strategy’s return or other characteristics in determining whether it belongs to the broad debt or equity asset class.

Certain Underlying Funds may also use derivatives such as: forwards; futures contracts and options on securities, indices, currencies and other investments; and swaps (including interest rate, cross-currency, total return and credit default swaps). An Underlying Fund may use derivatives generally as a substitute for direct investment in a security, to attempt to hedge or reduce risk or to seek to enhance investment returns.

The Fund is expected to be as fully invested as practical, although it may maintain liquidity reserves to meet redemption requests.

The Fund may invest a significant portion of its assets in any single Underlying Fund. PLFA has sole discretion in selecting the Underlying Funds for investment and may adjust the Fund’s allocations to the Underlying Funds, including adding or removing Underlying Funds, as it deems appropriate to meet the Fund’s investment goal.

For additional information about the Fund and its Underlying Fund investments, please see the Additional Information About Principal Investment Strategies and Principal Risks section in the prospectus.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. Because this Fund has a significant portion of its assets invested in Underlying Funds that invest primarily in debt instruments, this Fund has more exposure to Debt Securities Risk than other Portfolio Optimization Funds. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. In addition, the Fund is subject to the following principal risks:

· Asset Allocation Fund of Funds Risk: As a fund of funds, the Fund is exposed to the same risks as the Underlying Funds in which it invests in direct proportion to its allocations to those Underlying Funds. Although the theory behind asset allocation is that diversification among asset classes in general can help reduce volatility over the long term, you may lose money and/or experience price volatility risk. Because an Underlying Fund’s investments can change due to market movements, the Underlying Fund Manager’s investment decisions or other factors, PLFA estimates each Underlying Fund’s investment exposures to determine the Fund’s allocations to the Underlying Fund. As a result, the Fund’s actual allocation to an Underlying Fund may deviate from the intended allocation, which could result in the Fund’s risk/return target not being met. Performance of and assumptions about asset classes and Underlying Funds may also diverge from historical performance and assumptions used to develop the allocations in light of actual market conditions. There is a risk that you could achieve better returns by investing in an individual fund or funds representing a single broad asset class or asset class category rather than investing in a fund of funds.

· Conflicts of Interest Risk: PLFA is subject to competing interests that have the potential to influence its investment decisions for the Fund. For example, PLFA may be influenced by its view of the best interests of Underlying Funds, such as a view that an Underlying Fund may benefit from additional assets or could be harmed by redemptions. PLFA seeks to

identify and address any potential conflicts in a manner that is fair for Underlying Funds, the Fund and the shareholders of the Fund and Underlying Fund. PLFA has adopted a policy under which investment decisions for the Fund must be made in the best interests of the Fund and its shareholders, and PLFA may take into account the interests of an Underlying Fund and its shareholders when making investment decisions for the Fund.

Principal Risks from Holdings in Underlying Funds

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact an Underlying Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Derivatives Risk: Derivatives may be riskier than other types of investments and may increase an Underlying Fund’s volatility. Derivatives may experience large, sudden or unpredictable changes in liquidity and may be difficult to sell or unwind. Derivatives can also create investment exposure that exceeds the initial amount invested (leverage risk) - consequently, derivatives may experience very large swings in value. An Underlying Fund may lose more money using derivatives than it would have lost if it had invested directly in the underlying security or asset on which the value of a derivative is based. Derivative contracts that are privately negotiated are also subject to counterparty risk, meaning that if the counterparty’s financial condition declines, the counterparty may be unable to satisfy its obligations under the contract in a timely manner, if at all, resulting in a potential decline in value of the contract and potential losses to the Underlying Fund. Derivatives may not perform as expected, so an Underlying Fund may not realize the intended benefits. When used for hedging, the change in value of a derivative may not correlate as expected with the currency, security or other risk being hedged. Derivatives may be difficult to value and may expose the Fund to risks of mispricing. In addition, derivatives are subject to extensive government regulation, which may change frequently and impact an Underlying Fund significantly.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

with owning and disposing of the collateral. Declines in interest rates may increase borrowers’ prepayments of debt obligations and require an Underlying Fund to reinvest these assets at lower yields which could reduce returns. In addition, the floating rate feature of loans means that floating rate loans will not generally experience capital appreciation in a declining interest rate environment. Investments in junior loans involve a higher degree of overall risk than senior loans of the same borrower because of their lower place in the borrower’s capital structure and possible unsecured status.

Although the overall size and number of participants in the market for floating rate loans (or bank loans) has grown over the past decade, floating rate loans continue to trade in an unregulated inter-dealer or inter-bank secondary market. Purchases and sales of floating rate loans are generally subject to contractual restrictions that must be satisfied before a floating rate loan can be bought or sold. These restrictions may impede an Underlying Fund’s ability to buy or sell floating rate loans, negatively impact the transaction price, and impede an Underlying Fund’s ability to timely vote or otherwise act with respect to floating rate loans. As a result, it may take longer than seven days for transactions in floating rate loans to settle, which may make it more difficult for an Underlying Fund to raise cash to pay investors when they redeem their shares in an Underlying Fund. The Underlying Fund may be adversely affected by having to sell other investments at an unfavorable time and/or under unfavorable conditions, hold cash, temporarily borrow from banks or other lenders or take other actions to meet short-term liquidity needs in order to satisfy redemption requests from Fund shareholders.

· Foreign Markets Risk: Exposure to foreign markets can involve additional risks relating to market, economic, political, regulatory, geopolitical, or other conditions. These factors can make foreign investments more volatile and less liquid than U.S. investments. In addition, foreign markets can react differently to these conditions than the U.S. market. Markets and economies throughout the world are becoming increasingly interconnected, and conditions or events in one market, country or region may adversely impact investments or issuers in another market, country or region.

· Forwards and Futures Contracts Risk: Forwards and futures contracts are derivative contracts that obligate a purchaser to purchase, and a seller to sell, a specific amount of an asset (e.g., a currency or security) at a specified future date and price. Because forward contracts are privately negotiated, unlike exchange-traded futures contracts, they are subject to greater risk of default or bankruptcy by a counterparty, which could result in adverse market impact, expenses or delays in connection with the purchase or sale of the asset underlying the forward contract. An Underlying Fund may also miss the opportunity of obtaining a price or yield considered to be advantageous. In addition to derivatives risk, an Underlying Fund’s ability to close out of a forward or futures contract position is dependent on the liquidity of the secondary forward or futures market. There is also a risk of imperfect correlation between the change in market value of the instruments held by an Underlying Fund and the price of the forward or futures contract, as well as losses caused by unanticipated market movements, which are potentially unlimited. Because these contracts allow an Underlying Fund to establish a fixed price (for an asset) or a fixed rate of exchange (for a currency) at a future point in time, they do not eliminate fluctuations in the value of the asset or currency and can have the effect of minimizing opportunities for gain or incurring a loss for the Fund.

· Geographic Focus Risk: If an Underlying Fund invests a significant portion of its assets in a single country, limited number of countries, or particular geographic region, then the risk increases that economic, political, social, or other conditions in those countries or that region will have a significant impact on the Underlying Fund’s performance. As a result, the Underlying Fund’s performance may be more volatile than the performance of more geographically diversified funds.

· Growth Companies Risk: Growth companies have the potential for above-average or rapid growth but may be subject to greater price volatility risk than investments in “undervalued” companies.

· High Yield/High Risk or “Junk” Securities Risk: High yield/high risk securities are typically issued by companies that are highly leveraged, less creditworthy or financially distressed and are considered to be mostly speculative in nature (high risk), subject to greater liquidity risk, and subject to a greater risk of default than higher rated securities. High yield/high risk securities (including loans) may be more volatile than investment grade securities.

· Inflation-Indexed Debt Securities Risk: The principal values of inflation-indexed debt securities tend to increase when inflation rises and decrease when inflation falls.

· Interest Rate Risk: The value of bonds, fixed rate loans and short-term money market instruments may fall when interest rates rise. Debt instruments with longer durations tend to be more sensitive to changes in interest rates, making them more volatile than debt instruments with shorter durations or floating or adjustable interest rates. Many factors can cause interest rates to rise, such as central bank monetary policies, inflation rates, general economic conditions and expectations about the foregoing. Given the historically low interest rate environment in the U.S., risks associated with rising interest rates are heightened. The negative impact on debt instruments from potential interest rate increases could be swift and significant, including falling market values, increased redemptions and reduced liquidity. Substantial redemptions from bond and other income funds may worsen that impact. Additionally, regulations applicable to and changing business practices of broker-dealers that make markets in debt instruments may result in those broker-dealers restricting their market making activities for certain debt instruments, which may reduce the liquidity and increase the volatility of such debt instruments. Floating or adjustable rate instruments (such as most loans) typically have less exposure to interest rate fluctuations and their exposure to interest rate fluctuations will generally be limited to the period of time until the interest rate on the security is reset. There is a

risk of lag in the adjustment of interest rates between the periods when these interest rates are reset.

· Issuer Risk: The value of a security or instrument may decline for reasons directly related to the issuer of the security or instrument, such as reduced demand for the issuer’s goods or services.

· Large-Capitalization Companies Risk: Although large-capitalization companies tend to have stabler prices than smaller, less established companies, they are still subject to equity securities risk. In addition, their prices may not rise as much as the prices of companies with smaller market capitalizations.

· Leverage Risk: Leverage is investment exposure that exceeds the initial amount invested. The loss on a leveraged investment may far exceed an Underlying Fund’s principal amount invested. Leverage can magnify an Underlying Fund’s gains and losses and therefore increase its volatility. The use of leverage may result in an Underlying Fund having to liquidate holdings when it may not be advantageous to do so.

· Liquidity Risk: Liquidity is the ability to sell securities or other investments within a reasonable amount of time at approximately the price at which an Underlying Fund has valued the securities or other investments, which relies on the willingness of market participants to buy and sell securities. Certain holdings may be difficult to value, purchase and sell, particularly during adverse market conditions, because there is a limited market for the investment or there are restrictions on resale. An Underlying Fund may not be able to sell a holding quickly at the price it has valued the holding, may be unable to take advantage of market opportunities or may be forced to sell other more desirable, more liquid securities or sell less liquid or illiquid securities at a loss if needed to raise cash to conduct operations.

· Market and Regulatory Risk: Events in the financial markets and economy may cause volatility and uncertainty and adversely impact an Underlying Fund’s performance. Market events may affect a single issuer, industry, sector, or the market as a whole. Traditionally liquid investments may experience periods of diminished liquidity. Governmental and regulatory actions, including tax law changes, may also impair portfolio management and have unexpected or adverse consequences on particular markets, strategies, or investments.

· Options Risk: An option is a derivative contract where, for a premium payment or fee, the purchaser of the option is given the right but not the obligation to buy (a “call option”) or sell (a “put option”) the underlying asset (or settle for cash an amount based on an underlying asset, rate or index) at a specified price (the “exercise price”) during a period of time or on a specified date. Investments in options are considered speculative. In addition to derivatives risk, an Underlying Fund is subject to the risk of losing the premium it paid to purchase the option if the price of the underlying security or other asset decreases or remains the same (for a call option) or increases or remains the same (for a put option). If a call or put option that an Underlying Fund purchases were allowed to expire without being sold or exercised, its premium would be a loss to an Underlying Fund. An Underlying Fund’s ability to exercise or sell the options is dependent on the liquidity of the option market.

· Price Volatility Risk: To the extent an Underlying Fund invests in investments whose value may go up or down rapidly or unpredictably, the Underlying Fund’s value may also go up or down rapidly or unpredictably. Price volatility can be caused by many factors, including changes in the economy or financial markets or for reasons specific to a particular issuer.

· Swap Agreements Risk: Swap agreements are derivative contracts where the parties agree to exchange the returns earned on specific assets, such as the return on, or increase in value of, an amount invested in a particular foreign currency, or in a “basket” of securities representing a certain index, or at a specific interest rate. As a derivative, it is subject to derivatives risk, including counterparty risk. Although certain standard swap agreements are required to be cleared through an exchange, which is expected to decrease counterparty risk and increase liquidity compared to swaps that are privately negotiated, central clearing does not eliminate these risks. Credit default swaps have heightened liquidity and credit risk, and generally pay a return to the party that has paid the premium only in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit downgrade or other sign of financial difficulty).

· Value Companies Risk: Value companies are those that are thought to be undervalued and perceived as trading for less than their intrinsic values. There is a risk that the determination that a stock is undervalued is not correct or is not recognized in the market.

Performance

The bar chart and Average Annual Total Returns table below provide some indication of the risk of investing in the Fund by showing changes in the performance of the Fund from year to year and showing how the Fund’s returns compare to two broad-based market indices that correspond to the Fund’s two broad asset classes. To further assist in performance comparison, the returns of a composite benchmark, the Pacific Funds Portfolio Optimization Conservative Composite Benchmark, are presented. The composite benchmark is comprised of 71% Barclays U.S. Aggregate Bond, 17% S&P 500, 7% BofA Merrill Lynch U.S. 3-Month Treasury Bill, and 5% MSCI EAFE (Net) Indices. It reflects broad debt and equity asset class allocations for the Fund in the current Model (the broad equity asset class being represented generally by benchmarks for domestic and international equity) and thus has replaced the former composite, which returns are also shown in the table. The Fund’s current Model was implemented on July 29, 2016, and changed the Fund’s broad asset class allocations. Accordingly, performance figures shown for periods before that date represent performance of the Fund’s previous asset class allocations. The bar chart shows the performance of the Fund’s Class A shares.

Sales charges applicable to Class A shares are reflected in the Average Annual Total Returns table but not in the bar chart. If these charges were reflected in the bar chart, returns would be lower than those shown. Performance reflects expense limitations that were in effect during the periods presented. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information may be obtained at our website: www.mutualfunds.pacificlife.com/mfc/home/performance.html, or by calling customer service at (800) 722-2333 (select Option 2).

Calendar Year Total Returns (%)¹

¹Class A return for the period 1/1/16 through 6/30/16: 3.51%

Best and worst quarterly performance reflected within the bar chart: Q2 2009: 8.29%; Q3 2008: (4.95%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	10 years	Since Inception
Class A (incepted December 31, 2003) (before taxes)	(6.41%)	2.03%	3.61%	N/A
Class A (after taxes on distributions)	(7.58%)	0.94%	2.37%	N/A
Class A (after taxes on distributions and sale of Fund shares)	(3.36%)	1.27%	2.42%	N/A
Class B (incepted December 31, 2003) (before taxes)	(6.51%)	2.10%	3.64%	N/A
Class C (incepted December 31, 2003) (before taxes)	(2.79%)	2.45%	3.48%	N/A
Class R (incepted September 30, 2005) (before taxes)	(1.29%)	2.95%	3.97%	N/A
Advisor Class (incepted December 31, 2012) (before taxes)	(0.87%)	N/A	N/A	1.76%
Barclays U.S. Aggregate Bond Index (reflects no deductions for fees, expenses or taxes)	0.55%	3.25%	4.51%	N/A
S&P 500 Index (reflects no deductions for fees, expenses or taxes)	1.38%	12.57%	7.31%	N/A
Pacific Funds Portfolio Optimization Conservative Composite Benchmark (reflects no deductions for fees, expenses or taxes)	0.77%	4.73%	4.92%	N/A
Former Pacific Funds Portfolio Optimization Conservative Composite Benchmark (reflects no deductions for fees, expenses or taxes)	0.68%	5.19%	4.99%	N/A

The after-tax returns (a) are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; (b) are shown for Class A shares only and will vary for other classes; and (c) are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In some instances, the return after taxes on distributions and sale of Fund shares may be greater than the return before taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Investment Adviser	Experience with Fund
Howard T. Hirakawa, CFA, Senior Vice President and Portfolio Manager	Since Inception
Carleton J. Muench, CFA, Vice President and Portfolio Manager	Since 2006
Max Gokhman, Assistant Vice President and Portfolio Manager	Since 2015
Samuel S. Park, Investment Consultant and Portfolio Manager	Since 2013

Purchase and Sale of Fund Shares, Tax Information, and Payments to Broker-Dealers and Other Financial Intermediaries – please turn to the Additional Summary Information section on page 83 in this prospectus.

Pacific Funds^SM Portfolio Optimization Moderate-Conservative

Investment Goal

This Fund seeks current income and moderate growth of capital.

Fees and Expenses of the Fund

Shareholder Fees (fees paid directly from your investment)


	Share Class
	A	B	C	R	Advisor
Maximum Sales Charge (load) imposed on purchases (as a percentage of offering price)	5.50%	None	None	None	None
Maximum Deferred Sales Charge (load) (as a percentage of the purchase price or redemption price, whichever is less)	None	5.00%	1.00%	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


Share Class
	A	B	C	R	Advisor
Management Fee	0.20%	0.20%	0.20%	0.20%	0.20%
Distribution (12b-1) and/or Service Fees	0.25%	1.00%	1.00%	0.50%	None
Other Expenses	0.22%	0.22%	0.22%	0.22%	0.22%
Acquired Fund Fees and Expenses¹	0.77%	0.77%	0.77%	0.77%	0.77%
Total Annual Fund Operating Expenses	1.44%	2.19%	2.19%	1.69%	1.19%
Less Expense Reimbursement²	(0.07%)	(0.07%)	(0.07%)	(0.07%)	(0.07%)
Total Annual Fund Operating Expenses after Expense Reimbursement	1.37%	2.12%	2.12%	1.62%	1.12%

Examples


Your expenses (in dollars) if you SELL your shares at the end of each period.
Share Class
	A	B	C	R	Advisor
1 year	$ 682	$ 715	$ 315	$ 165	$ 114
3 years	$ 974	$1,078	$ 678	$ 526	$ 371
5 years	$1,287	$1,368	$1,168	$ 911	$ 648
10 years	$2,174	$2,328	$2,518	$1,992	$1,437


Your expenses (in dollars) if you DON’T SELL your shares at the end of each period.
Share Class
	A	B	C	R	Advisor
1 year	$ 682	$ 215	$ 215	$ 165	$ 114
3 years	$ 974	$ 678	$ 678	$ 526	$ 371
5 years	$1,287	$1,168	$1,168	$ 911	$ 648
10 years	$2,174	$2,328	$2,518	$1,992	$1,437

Portfolio Turnover

Principal Investment Strategies


BROAD ASSET CLASS ALLOCATIONS
Debt	Equity
50-70%	30-50%

Pacific Life Fund Advisors LLC (“PLFA”), the investment adviser to the Fund, manages and oversees the Fund through a multi-step process that includes:

The broad equity asset class includes asset class categories such as domestic small-capitalization, mid-capitalization and large-capitalization, growth and value strategies, and international and emerging market equities. The broad debt asset class includes asset class categories such as investment grade bonds, high yield/high risk bonds, bank loans, international debt and emerging market debt.

The Fund is expected to be as fully invested as practical, although it may maintain liquidity reserves to meet redemption requests.

Principal Risks

Principal Risks from Holdings in Underlying Funds

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

an Underlying Fund and the price of the forward or futures contract, as well as losses caused by unanticipated market movements, which are potentially unlimited. Because these contracts allow an Underlying Fund to establish a fixed price (for an asset) or a fixed rate of exchange (for a currency) at a future point in time, they do not eliminate fluctuations in the value of the asset or currency and can have the effect of minimizing opportunities for gain or incurring a loss for the Fund.

· Growth Companies Risk: Growth companies have the potential for above-average or rapid growth but may be subject to greater price volatility risk than investments in “undervalued” companies.

· Inflation-Indexed Debt Securities Risk: The principal values of inflation-indexed debt securities tend to increase when inflation rises and decrease when inflation falls.

causing proceeds to be reinvested at lower prevailing interest rates.

Performance

The bar chart and Average Annual Total Returns table below provide some indication of the risk of investing in the Fund by showing changes in the performance of the Fund from year to year and showing how the Fund’s returns compare to two broad-based market indices that correspond to the Fund’s two broad asset classes. To further assist in performance comparison, the returns of a composite benchmark, the Pacific Funds Portfolio Optimization Moderate-Conservative Composite Benchmark, are presented. The composite benchmark is comprised of 55% Barclays U.S. Aggregate Bond, 30% S&P 500, 10% MSCI EAFE (Net), and 5% BofA Merrill Lynch U.S. 3-Month Treasury Bill Indices. It reflects broad debt and equity asset class allocations for the Fund in the current Model (the broad equity asset class being represented generally by benchmarks for domestic and international equity). The bar chart shows the performance of the Fund’s Class A shares.

Calendar Year Total Returns (%)¹

¹Class A return for the period 1/1/16 through 6/30/16: 2.92%

Best and worst quarterly performance reflected within the bar chart: Q2 2009: 11.34%; Q4 2008: (8.96%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	10 years	Since Inception
Class A (incepted December 31, 2003) (before taxes)	(6.40%)	3.18%	3.94%	N/A
Class A (after taxes on distributions)	(7.89%)	2.23%	2.89%	N/A
Class A (after taxes on distributions and sale of Fund shares)	(2.99%)	2.22%	2.80%	N/A
Class B (incepted December 31, 2003) (before taxes)	(6.38%)	3.26%	3.97%	N/A
Class C (incepted December 31, 2003) (before taxes)	(2.64%)	3.60%	3.81%	N/A
Class R (incepted September 30, 2005) (before taxes)	(1.17%)	4.08%	4.30%	N/A
Advisor Class (incepted December 31, 2012) (before taxes)	(0.71%)	N/A	N/A	3.74%
Barclays U.S. Aggregate Bond Index (reflects no deductions for fees, expenses or taxes)	0.55%	3.25%	4.51%	N/A
S&P 500 Index (reflects no deductions for fees, expenses or taxes)	1.38%	12.57%	7.31%	N/A
Pacific Funds Portfolio Optimization Moderate-Conservative Composite Benchmark (reflects no deductions for fees, expenses or taxes)	0.89%	6.03%	5.34%	N/A

Management

Investment Adviser – Pacific Life Fund Advisors LLC. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Investment Adviser	Experience with Fund
Howard T. Hirakawa, CFA, Senior Vice President and Portfolio Manager	Since Inception
Carleton J. Muench, CFA, Vice President and Portfolio Manager	Since 2006
Max Gokhman, Assistant Vice President and Portfolio Manager	Since 2015
Samuel S. Park, Investment Consultant and Portfolio Manager	Since 2013

Pacific Funds^SM Portfolio Optimization Moderate

Investment Goal

This Fund seeks long-term growth of capital and low to moderate income.

Fees and Expenses of the Fund

Shareholder Fees (fees paid directly from your investment)


	Share Class
	A	B	C	R	Advisor
Maximum Sales Charge (load) imposed on purchases (as a percentage of offering price)	5.50%	None	None	None	None
Maximum Deferred Sales Charge (load) (as a percentage of the purchase price or redemption price, whichever is less)	None	5.00%	1.00%	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


Share Class
	A	B	C	R	Advisor
Management Fee	0.20%	0.20%	0.20%	0.20%	0.20%
Distribution (12b-1) and/or Service Fees	0.25%	1.00%	1.00%	0.50%	None
Other Expenses	0.21%	0.21%	0.21%	0.21%	0.21%
Acquired Fund Fees and Expenses¹	0.81%	0.81%	0.81%	0.81%	0.81%
Total Annual Fund Operating Expenses	1.47%	2.22%	2.22%	1.72%	1.22%
Less Expense Reimbursement²	(0.06%)	(0.06%)	(0.06%)	(0.06%)	(0.06%)
Total Annual Fund Operating Expenses after Expense Reimbursement	1.41%	2.16%	2.16%	1.66%	1.16%

Examples


Your expenses (in dollars) if you SELL your shares at the end of each period.
Share Class
	A	B	C	R	Advisor
1 year	$ 686	$ 719	$ 319	$ 169	$ 118
3 years	$ 984	$1,088	$ 688	$ 536	$ 381
5 years	$1,303	$1,384	$1,184	$ 928	$ 665
10 years	$2,206	$2,360	$2,550	$2,025	$1,472


Your expenses (in dollars) if you DON’T SELL your shares at the end of each period.
Share Class
	A	B	C	R	Advisor
1 year	$ 686	$ 219	$ 219	$ 169	$ 118
3 years	$ 984	$ 688	$ 688	$ 536	$ 381
5 years	$1,303	$1,184	$1,184	$ 928	$ 665
10 years	$2,206	$2,360	$2,550	$2,025	$1,472

Portfolio Turnover

Principal Investment Strategies


BROAD ASSET CLASS ALLOCATIONS
Debt	Equity
30-50%	50-70%

Pacific Life Fund Advisors LLC (“PLFA”), the investment adviser to the Fund, manages and oversees the Fund through a multi-step process that includes:

categories are taken into consideration in developing the Model. The broad equity asset class includes asset class categories such as domestic small-capitalization, mid-capitalization and large-capitalization, growth and value strategies, and international and emerging market equities. The broad debt asset class includes asset class categories such as investment grade bonds, high yield/high risk bonds, bank loans, international debt and emerging market debt.

The Fund is expected to be as fully invested as practical, although it may maintain liquidity reserves to meet redemption requests.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. Because this Fund has a significant portion of its assets invested in Underlying Funds that invest primarily in equity instruments, this Fund has more exposure to Equity Securities Risk than other Portfolio Optimization Funds. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. In addition, the Fund is subject to the following principal risks:

· Conflicts of Interest Risk: PLFA is subject to competing interests that have the potential to influence its investment decisions for the Fund. For example, PLFA may be influenced

by its view of the best interests of Underlying Funds, such as a view that an Underlying Fund may benefit from additional assets or could be harmed by redemptions. PLFA seeks to identify and address any potential conflicts in a manner that is fair for Underlying Funds, the Fund and the shareholders of the Fund and Underlying Fund. PLFA has adopted a policy under which investment decisions for the Fund must be made in the best interests of the Fund and its shareholders, and PLFA may take into account the interests of an Underlying Fund and its shareholders when making investment decisions for the Fund.

Principal Risks from Holdings in Underlying Funds

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

position is dependent on the liquidity of the secondary forward or futures market. There is also a risk of imperfect correlation between the change in market value of the instruments held by an Underlying Fund and the price of the forward or futures contract, as well as losses caused by unanticipated market movements, which are potentially unlimited. Because these contracts allow an Underlying Fund to establish a fixed price (for an asset) or a fixed rate of exchange (for a currency) at a future point in time, they do not eliminate fluctuations in the value of the asset or currency and can have the effect of minimizing opportunities for gain or incurring a loss for the Fund.

· Growth Companies Risk: Growth companies have the potential for above-average or rapid growth but may be subject to greater price volatility risk than investments in “undervalued” companies.

· Inflation-Indexed Debt Securities Risk: The principal values of inflation-indexed debt securities tend to increase when inflation rises and decrease when inflation falls.

rate conditions. These securities are also subject to prepayment and call risk, where borrowers or issuers, respectively, may pay principal sooner than expected, causing proceeds to be reinvested at lower prevailing interest rates.

Performance

The bar chart and Average Annual Total Returns table below provide some indication of the risk of investing in the Fund by showing changes in the performance of the Fund from year to year and showing how the Fund’s returns compare to two broad-based market indices that correspond to the Fund’s two broad asset classes. To further assist in performance comparison, the returns of a composite benchmark, the Pacific Funds Portfolio Optimization Moderate Composite Benchmark, are presented. The composite benchmark is comprised of 45% S&P 500, 38% Barclays U.S. Aggregate Bond, 15% MSCI EAFE (Net), and 2% BofA Merrill Lynch U.S. 3-Month Treasury Bill Indices. It reflects broad debt and equity asset class allocations for the Fund in the current Model (the broad equity asset class being represented generally by benchmarks for domestic and international equity). The bar chart shows the performance of the Fund’s Class A shares.

Calendar Year Total Returns (%)¹

¹Class A return for the period 1/1/16 through 6/30/16: 2.24%

Best and worst quarterly performance reflected within the bar chart: Q2 2009: 14.47%; Q4 2008: (14.29%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	10 years	Since Inception
Class A (incepted December 31, 2003) (before taxes)	(6.37%)	4.29%	4.38%	N/A
Class A (after taxes on distributions)	(7.98%)	3.45%	3.49%	N/A
Class A (after taxes on distributions and sale of Fund shares)	(2.65%)	3.19%	3.27%	N/A
Class B (incepted December 31, 2003) (before taxes)	(6.33%)	4.40%	4.41%	N/A
Class C (incepted December 31, 2003) (before taxes)	(2.62%)	4.75%	4.25%	N/A
Class R (incepted September 30, 2005) (before taxes)	(1.20%)	5.23%	4.73%	N/A
Advisor Class (incepted December 31, 2012) (before taxes)	(0.74%)	N/A	N/A	5.52%
S&P 500 Index (reflects no deductions for fees, expenses or taxes)	1.38%	12.57%	7.31%	N/A
Barclays U.S. Aggregate Bond Index (reflects no deductions for fees, expenses or taxes)	0.55%	3.25%	4.51%	N/A
Pacific Funds Portfolio Optimization Moderate Composite Benchmark (reflects no deductions for fees, expenses or taxes)	0.96%	7.50%	5.80%	N/A

Management

Investment Adviser – Pacific Life Fund Advisors LLC. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Investment Adviser	Experience with Fund
Howard T. Hirakawa, CFA, Senior Vice President and Portfolio Manager	Since Inception
Carleton J. Muench, CFA, Vice President and Portfolio Manager	Since 2006
Max Gokhman, Assistant Vice President and Portfolio Manager	Since 2015
Samuel S. Park, Investment Consultant and Portfolio Manager	Since 2013

Pacific Funds^SM Portfolio Optimization Growth

Investment Goal

This Fund seeks moderately high, long-term capital appreciation with low, current income.

Fees and Expenses of the Fund

Shareholder Fees (fees paid directly from your investment)


	Share Class
	A	B	C	R	Advisor
Maximum Sales Charge (load) imposed on purchases (as a percentage of offering price)	5.50%	None	None	None	None
Maximum Deferred Sales Charge (load) (as a percentage of the purchase price or redemption price, whichever is less)	None	5.00%	1.00%	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


Share Class
	A	B	C	R	Advisor
Management Fee	0.20%	0.20%	0.20%	0.20%	0.20%
Distribution (12b-1) and/or Service Fees	0.25%	1.00%	1.00%	0.50%	None
Other Expenses	0.21%	0.21%	0.21%	0.21%	0.21%
Acquired Fund Fees and Expenses¹	0.85%	0.85%	0.85%	0.85%	0.85%
Total Annual Fund Operating Expenses	1.51%	2.26%	2.26%	1.76%	1.26%
Less Expense Reimbursement²	(0.06%)	(0.06%)	(0.06%)	(0.06%)	(0.06%)
Total Annual Fund Operating Expenses after Expense Reimbursement	1.45%	2.20%	2.20%	1.70%	1.20%

Examples


Your expenses (in dollars) if you SELL your shares at the end of each period.
Share Class
	A	B	C	R	Advisor
1 year	$ 689	$ 723	$ 323	$ 173	$ 122
3 years	$ 995	$1,101	$ 701	$ 548	$ 394
5 years	$1,323	$1,405	$1,205	$ 949	$ 686
10 years	$2,248	$2,402	$2,590	$2,068	$1,517


Your expenses (in dollars) if you DON’T SELL your shares at the end of each period.
Share Class
	A	B	C	R	Advisor
1 year	$ 689	$ 223	$ 223	$ 173	$ 122
3 years	$ 995	$ 701	$ 701	$ 548	$ 394
5 years	$1,323	$1,205	$1,205	$ 949	$ 686
10 years	$2,248	$2,402	$2,590	$2,068	$1,517

Portfolio Turnover

Principal Investment Strategies


BROAD ASSET CLASS ALLOCATIONS
Debt	Equity
15-30%	70-85%

Pacific Life Fund Advisors LLC (“PLFA”), the investment adviser to the Fund, manages and oversees the Fund through a multi-step process that includes:

The Fund is expected to be as fully invested as practical, although it may maintain liquidity reserves to meet redemption requests.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. Because this Fund has a significant portion of its assets invested in Underlying Funds that invest primarily in equity instruments, this Fund has more exposure to Equity Securities Risk than other Portfolio Optimization Funds. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. In addition, the Fund is subject to the following principal risks:

· Conflicts of Interest Risk: PLFA is subject to competing interests that have the potential to influence its investment decisions for the Fund. For example, PLFA may be influenced

Principal Risks from Holdings in Underlying Funds

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

· Geographic Focus Risk: If an Underlying Fund invests a significant portion of its assets in a single country, limited

number of countries, or particular geographic region, then the risk increases that economic, political, social, or other conditions in those countries or that region will have a significant impact on the Underlying Fund’s performance. As a result, the Underlying Fund’s performance may be more volatile than the performance of more geographically diversified funds.

· Growth Companies Risk: Growth companies have the potential for above-average or rapid growth but may be subject to greater price volatility risk than investments in “undervalued” companies.

· Inflation-Indexed Debt Securities Risk: The principal values of inflation-indexed debt securities tend to increase when inflation rises and decrease when inflation falls.

· Short Exposure Risk: Taking a short position using derivative instruments in anticipation of a decline in the market price of the underlying reference asset, such as entering into a derivative

contract to sell a currency at a predetermined price in the future (forward foreign currency contract) in anticipation of a decline in the market price of the underlying currency, is subject to the risk that the reference asset will increase in value, resulting in a loss. Such loss is theoretically unlimited. Using derivatives to take short positions is also subject to leverage risk.

Performance

The bar chart and Average Annual Total Returns table below provide some indication of the risk of investing in the Fund by showing changes in the performance of the Fund from year to year and showing how the Fund’s returns compare to two broad-based market indices that correspond to the Fund’s two broad asset classes. To further assist in performance comparison, the returns of a composite benchmark, the Pacific Funds Portfolio Optimization Growth Composite Benchmark, are presented. The composite benchmark is comprised of 58% S&P 500, 23% Barclays U.S. Aggregate Bond, and 19% MSCI EAFE (Net) Indices. It reflects broad debt and equity asset class allocations for the Fund in the current Model (the broad equity asset class being represented generally by benchmarks for domestic and international equity) and thus has replaced the former composite benchmark, which returns are also shown in the table. The Fund's current Model was implemented on July 29, 2016, and changed the Fund's broad asset class allocations. Accordingly, performance figures shown for periods before that date represent performance of the Fund's previous asset class allocations. The bar chart shows the performance of the Fund’s Class A shares.

Calendar Year Total Returns (%)¹

¹Class A return for the period 1/1/16 through 6/30/16: 1.60%

Best and worst quarterly performance reflected within the bar chart: Q2 2009: 17.90%; Q4 2008: (19.25%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	10 years	Since Inception
Class A (incepted December 31, 2003) (before taxes)	(6.34%)	5.13%	4.38%	N/A
Class A (after taxes on distributions)	(8.11%)	4.45%	3.69%	N/A
Class A (after taxes on distributions and sale of Fund shares)	(2.31%)	3.95%	3.41%	N/A
Class B (incepted December 31, 2003) (before taxes)	(6.24%)	5.29%	4.42%	N/A
Class C (incepted December 31, 2003) (before taxes)	(2.56%)	5.61%	4.27%	N/A
Class R (incepted September 30, 2005) (before taxes)	(1.14%)	6.07%	4.76%	N/A
Advisor Class (incepted December 31, 2012) (before taxes)	(0.64%)	N/A	N/A	7.32%
S&P 500 Index (reflects no deductions for fees, expenses or taxes)	1.38%	12.57%	7.31%	N/A
Barclays U.S. Aggregate Bond Index (reflects no deductions for fees, expenses or taxes)	0.55%	3.25%	4.51%	N/A
Pacific Funds Portfolio Optimization Growth Composite Benchmark (reflects no deductions for fees, expenses or taxes)	0.97%	8.83%	6.13%	N/A
Former Pacific Funds Portfolio Optimization Growth Composite Benchmark (reflects no deductions for fees, expenses or taxes)	0.96%	8.84%	6.08%	N/A

Management

Investment Adviser – Pacific Life Fund Advisors LLC. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Investment Adviser	Experience with Fund
Howard T. Hirakawa, CFA, Senior Vice President and Portfolio Manager	Since Inception
Carleton J. Muench, CFA, Vice President and Portfolio Manager	Since 2006
Max Gokhman, Assistant Vice President and Portfolio Manager	Since 2015
Samuel S. Park, Investment Consultant and Portfolio Manager	Since 2013

Pacific Funds^SM Portfolio Optimization Aggressive-Growth

Investment Goal

This Fund seeks high, long-term capital appreciation.

Fees and Expenses of the Fund

Shareholder Fees (fees paid directly from your investment)


	Share Class
	A	B	C	R	Advisor
Maximum Sales Charge (load) imposed on purchases (as a percentage of offering price)	5.50%	None	None	None	None
Maximum Deferred Sales Charge (load) (as a percentage of the purchase price or redemption price, whichever is less)	None	5.00%	1.00%	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


Share Class
	A	B	C	R	Advisor
Management Fee	0.20%	0.20%	0.20%	0.20%	0.20%
Distribution (12b-1) and/or Service Fees	0.25%	1.00%	1.00%	0.50%	None
Other Expenses	0.23%	0.23%	0.23%	0.23%	0.23%
Acquired Fund Fees and Expenses¹	0.86%	0.86%	0.86%	0.86%	0.86%
Total Annual Fund Operating Expenses	1.54%	2.29%	2.29%	1.79%	1.29%
Less Expense Reimbursement²	(0.08%)	(0.08%)	(0.08%)	(0.08%)	(0.08%)
Total Annual Fund Operating Expenses after Expense Reimbursement	1.46%	2.21%	2.21%	1.71%	1.21%

Examples


Your expenses (in dollars) if you SELL your shares at the end of each period.
Share Class
	A	B	C	R	Advisor
1 year	$ 690	$ 724	$ 324	$ 174	$ 123
3 years	$1,002	$1,108	$ 708	$ 556	$ 401
5 years	$1,336	$1,418	$1,218	$ 962	$ 700
10 years	$2,277	$2,431	$2,619	$2,099	$1,549


Your expenses (in dollars) if you DON’T SELL your shares at the end of each period.
Share Class
	A	B	C	R	Advisor
1 year	$ 690	$ 224	$ 224	$ 174	$ 123
3 years	$1,002	$ 708	$ 708	$ 556	$ 401
5 years	$1,336	$1,218	$1,218	$ 962	$ 700
10 years	$2,277	$2,431	$2,619	$2,099	$1,549

Portfolio Turnover

Principal Investment Strategies


BROAD ASSET CLASS ALLOCATIONS
Debt	Equity
0-15%	85-100%

Pacific Life Fund Advisors LLC (“PLFA”), the investment adviser to the Fund, manages and oversees the Fund through a multi-step process that includes:

The Fund is expected to be as fully invested as practical, although it may maintain liquidity reserves to meet redemption requests.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. Because this Fund has a significant portion of its assets invested in Underlying Funds that invest primarily in equity instruments, this Fund has more exposure to Equity Securities Risk than other Portfolio Optimization Funds. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. In addition, the Fund is subject to the following principal risks:

Principal Risks from Holdings in Underlying Funds

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

· Forward Commitments Risk: Forward commitments are derivative contracts that obligate a purchaser to purchase, and a seller to sell, a specific amount of an asset (e.g., a currency or security) at a specified future date and price. Because these instruments are privately negotiated, they are subject to the risk of default by, or bankruptcy of, a counterparty, which could result in adverse market impact, expenses or delays in connection with the purchase or sale of the asset underlying the forward contract. The Underlying Fund may also miss the opportunity of obtaining a price or yield considered to be advantageous. In addition to derivatives risk, the Underlying Fund’s ability to close out of a forward position is dependent on the liquidity of the secondary forward market. There is also a risk of imperfect correlation between the change in market value of the underlying asset and the price of the forward contract, as well as losses caused by unanticipated market movements, which are potentially unlimited.

· Growth Companies Risk: Growth companies have the potential for above-average or rapid growth but may be subject to greater price volatility risk than investments in “undervalued” companies.

Performance

Calendar Year Total Returns (%)¹

¹Class A return for the period 1/1/16 through 6/30/16: 0.81%

Best and worst quarterly performance reflected within the bar chart: Q2 2009: 20.61%; Q4 2008: (23.72%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	10 years	Since Inception
Class A (incepted December 31, 2003) (before taxes)	(6.97%)	5.05%	3.96%	N/A
Class A (after taxes on distributions)	(7.75%)	4.67%	3.50%	N/A
Class A (after taxes on distributions and sale of Fund shares)	(3.48%)	3.90%	3.13%	N/A
Class B (incepted December 31, 2003) (before taxes)	(7.07%)	5.27%	4.03%	N/A
Class C (incepted December 31, 2003) (before taxes)	(3.29%)	5.58%	3.88%	N/A
Class R (incepted September 30, 2005) (before taxes)	(1.83%)	6.02%	4.35%	N/A
Advisor Class (incepted December 31, 2012) (before taxes)	(1.31%)	N/A	N/A	7.84%
S&P 500 Index (reflects no deductions for fees, expenses or taxes)	1.38%	12.57%	7.31%	N/A
Barclays U.S. Aggregate Bond Index (reflects no deductions for fees, expenses or taxes)	0.55%	3.25%	4.51%	N/A
Pacific Funds Portfolio Optimization Aggressive-Growth Composite Benchmark (reflects no deductions for fees, expenses or taxes)	0.41%	9.32%	5.71%	N/A

Management

Investment Adviser – Pacific Life Fund Advisors LLC. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Investment Adviser	Experience with Fund
Howard T. Hirakawa, CFA, Senior Vice President and Portfolio Manager	Since Inception
Carleton J. Muench, CFA, Vice President and Portfolio Manager	Since 2006
Max Gokhman, Assistant Vice President and Portfolio Manager	Since 2015
Samuel S. Park, Investment Consultant and Portfolio Manager	Since 2013

Pacific Funds^SM Short Duration Income

Investment Goal

This Fund seeks current income; capital appreciation is of secondary importance.

Fees and Expenses of the Fund

The tables that follow describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in Class A shares of eligible Funds of the Trust. More information about these and other discounts is available from your financial professional and in the Overview of the Share Classes section on page 108 in the Fund’s prospectus.

Shareholder Fees (fees paid directly from your investment)


Share Class
	A	C	I	Advisor
Maximum Sales Charge (load) imposed on purchases (as a percentage of offering price)	3.00%	None	None	None
Maximum Deferred Sales Charge (load) (as a percentage of the purchase price or redemption price, whichever is less)	None	1.00%	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


Share Class
	A	C	I	Advisor
Management Fee	0.40%	0.40%	0.40%	0.40%
Distribution (12b-1) and/or Service Fees	0.25%	1.00%	None	None
Other Expenses	0.41%	0.41%	0.26%	0.41%
Total Annual Fund Operating Expenses	1.06%	1.81%	0.66%	0.81%
Less Expense Reimbursement¹	(0.21%)	(0.21%)	(0.11%)	(0.21%)
Total Annual Fund Operating Expenses after Expense Reimbursement	0.85%	1.60%	0.55%	0.60%

¹ The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.15% for Class I shares through 7/31/2017, and 0.20% for Class A, C, and Advisor Class shares through 7/31/2017. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Examples


Your expenses (in dollars) if you SELL your shares at the end of each period.
Share Class
	A	C	I	Advisor
1 year	$ 384	$ 263	$ 56	$ 61
3 years	$ 607	$ 549	$ 200	$ 238
5 years	$ 847	$ 960	$ 357	$ 429
10 years	$1,537	$2,109	$ 812	$ 982


Your expenses (in dollars) if you DON’T SELL your shares at the end of each period.
Share Class
	A	C	I	Advisor
1 year	$ 384	$ 163	$ 56	$ 61
3 years	$ 607	$ 549	$ 200	$ 238
5 years	$ 847	$ 960	$ 357	$ 429
10 years	$1,537	$2,109	$ 812	$ 982

Portfolio Turnover

Principal Investment Strategies

This Fund invests principally in income producing debt instruments. Under normal circumstances, the Fund will invest at least 70% of its assets in investment grade debt instruments, including corporate debt, asset-backed securities, mortgage-related securities, U.S. government securities and agency securities. The Fund may invest up to 30% of its assets in non-investment grade (high yield/high risk, sometimes called “junk bonds”) debt instruments and floating rate senior loans. Debt securities in which the Fund invests may include those issued by non-U.S. entities denominated in U.S. dollars and are generally in developed markets.

The Fund expects to maintain a weighted average duration within one year (plus or minus) of the Barclays 1-3 Year U.S. Government/Credit Bond Index, although the investments held by the Fund may have short, intermediate and long terms to maturity. Duration is often used to measure a bond’s or fund’s sensitivity to interest rates. The longer a fund’s duration, the more sensitive it is to interest rate risk. The shorter a fund’s duration, the less sensitive it is to interest rate risk. Maturity of a debt instrument, however, refers to the specific period of time until final payment (principal and any applicable interest) is due.

determined based on the Manager’s assessment of risk/return opportunities relative to the Fund’s investment goal and benchmark weightings (Barclays 1-3 Year U.S. Government/Credit Bond Index). The Manager performs a credit analysis on each potential issuer and a relative value analysis on each potential investment. When selecting investments (including non-income producing investments), the Manager may invest in instruments that it believes have the potential for capital appreciation.

Decisions to sell are generally based upon the Manager’s belief that the particular investment has achieved its valuation target, there have been changes in the fundamentals of the issuer, or another opportunity of greater relative value exists.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Floating Rate Loan Risk: Floating rate loans (or bank loans) are usually rated below investment grade and thus are subject to high yield/high risk or “junk” securities risk. The market for floating rate loans is a private interbank resale market and thus may be subject to irregular trading activity, wide bid/ask spreads and delayed settlement periods, which may result in cash proceeds not being immediately available to the Fund. As a result, the Fund may be subject to greater liquidity risk than a Fund that does not invest in floating rate loans. Investments in floating rate loans are typically in the form of a participation or assignment. Loan participations typically represent direct participation in a loan to a borrower, and generally are offered by financial institutions or lending syndicates. Investors in a loan participation may participate in such syndications, or buy part of a loan, becoming a part lender. Investors in a loan participation assume the credit risk associated with the borrower and may assume the credit risk associated with the financial intermediary that syndicated the loan. Accordingly, if a lead lender becomes insolvent or a loan is foreclosed, the Fund could experience delays in receiving payments or suffer a loss. In an assignment, the Fund effectively becomes a lender under the loan agreement with the same rights and obligations as the assigning bank or other financial intermediary. Accordingly, if the loan is foreclosed, the Fund could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. Declines in interest rates may increase borrowers’ prepayments of debt obligations and require the Fund to reinvest these assets at lower yields which could reduce returns. In addition, the floating rate feature of loans means that floating rate loans will not generally experience capital appreciation in a declining interest rate environment. Investments in junior loans involve a higher degree of overall risk than senior loans of the same borrower because of their lower place in the borrower’s capital structure and possible unsecured status.

Although the overall size and number of participants in the market for floating rate loans (or bank loans) has grown over the past decade, floating rate loans continue to trade in an unregulated inter-dealer or inter-bank secondary market. Purchases and sales of floating rate loans are generally subject to contractual restrictions that must be satisfied before a floating rate loan can be bought or sold. These restrictions may impede the Fund’s ability to buy or sell floating rate loans, negatively impact the transaction price, and impede the Fund’s ability to timely vote or otherwise act with respect to floating rate loans. As a result, it may take longer than seven days for transactions in floating rate loans to settle, which may make it more difficult for the Fund to raise cash to pay investors when they redeem their shares in the Fund. The Fund may be adversely affected by having to sell other investments at an unfavorable time and/or under unfavorable conditions, hold cash, temporarily borrow from banks or other lenders or take other actions to meet short-term liquidity needs in order to satisfy redemption requests from Fund shareholders.

· Liquidity Risk: Liquidity is the ability to sell securities or other investments within a reasonable amount of time at approximately the price at which the Fund has valued the securities or other investments, which relies on the willingness of market participants to buy and sell securities. Certain holdings may be difficult to value, purchase and sell, particularly during adverse market conditions, because there is a limited market for the investment or there are restrictions on resale. The Fund may not be able to sell a holding quickly at the price it has valued the holding, may be unable to take advantage of market opportunities or may be forced to sell other more desirable, more liquid securities or sell less liquid or illiquid securities at a loss if needed to raise cash to conduct operations.

· Market and Regulatory Risk: Events in the financial markets and economy may cause volatility and uncertainty and adversely impact the Fund’s performance. Market events may affect a single issuer, industry, sector, or the market as a whole. Traditionally liquid investments may experience periods of diminished liquidity. Governmental and regulatory actions, including tax law changes, may also impair portfolio management and have unexpected or adverse consequences on particular markets, strategies, or investments.

· Price Volatility Risk: To the extent the Fund invests in investments whose value may go up or down rapidly or unpredictably, the Fund’s value may also go up or down rapidly or unpredictably. Price volatility can be caused by many factors, including changes in the economy or financial markets or for reasons specific to a particular issuer.

Performance

Performance reflects expense limitations that were in effect during the periods presented. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information may be obtained at our website: www.mutualfunds.pacificlife.com/mfc/home/performance.html, or by calling customer service at (800) 722-2333 (select Option 2).

Calendar Year Total Returns (%)¹

¹Class I return for the period 1/1/16 through 6/30/16: 2.37%

Best and worst quarterly performance reflected within the bar chart: Q3 2012: 2.47%; Q2 2013: (1.56%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	Since Inception
Class I (incepted December 19, 2011) (before taxes)	0.88%	2.82%
Class I (after taxes on distributions)	(0.01%)	1.85%
Class I (after taxes on distributions and sale of Fund shares)	0.50%	1.76%
Class A (incepted June 29, 2012) (before taxes)	(2.36%)	1.21%
Class C (incepted June 29, 2012) (before taxes)	(1.14%)	1.35%
Advisor Class (incepted June 29, 2012) (before taxes)	0.93%	2.32%
Barclays 1-3 Year U.S. Government/Credit Bond Index (reflects no deductions for fees, expenses or taxes) (based on Class I inception date)	0.65%	0.83%

The after-tax returns (a) are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; (b) are shown for Class I shares only and will vary for other classes; and (c) are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In some instances, the return after taxes on distributions and sale of Fund shares may be greater than the return before taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Management Firm – Pacific Asset Management. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Management Firm	Experience with Fund
David Weismiller, CFA, Managing Director and Lead Portfolio Manager	Since Inception
Michael Marzouk, CFA, Managing Director and Portfolio Manager	Since Inception

Pacific Funds^SM Core Income

Investment Goal

This Fund seeks a high level of current income; capital appreciation is of secondary importance.

Fees and Expenses of the Fund

The tables that follow describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in Class A shares of eligible Funds of the Trust. More information about these and other discounts is available from your financial professional and in the Overview of the Share Classes section on page 108 in the Fund’s prospectus.

Shareholder Fees (fees paid directly from your investment)


Share Class
	A	C	I	Advisor
Maximum Sales Charge (load) imposed on purchases (as a percentage of offering price)	4.25%	None	None	None
Maximum Deferred Sales Charge (load) (as a percentage of the purchase price or redemption price, whichever is less)	None	1.00%	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


Share Class
	A	C	I	Advisor
Management Fee	0.50%	0.50%	0.50%	0.50%
Distribution (12b-1) and/or Service Fees	0.25%	1.00%	None	None
Other Expenses	0.39%	0.39%	0.24%	0.39%
Total Annual Fund Operating Expenses	1.14%	1.89%	0.74%	0.89%
Less Expense Reimbursement¹	(0.19%)	(0.19%)	(0.09%)	(0.19%)
Total Annual Fund Operating Expenses after Expense Reimbursement	0.95%	1.70%	0.65%	0.70%

Examples


Your expenses (in dollars) if you SELL your shares at the end of each period.
Share Class
	A	C	I	Advisor
1 year	$ 518	$ 273	$ 66	$ 72
3 years	$ 754	$ 576	$ 228	$ 265
5 years	$1,008	$1,004	$ 403	$ 474
10 years	$1,736	$2,196	$ 910	$1,079


Your expenses (in dollars) if you DON’T SELL your shares at the end of each period.
Share Class
	A	C	I	Advisor
1 year	$ 518	$ 173	$ 66	$ 72
3 years	$ 754	$ 576	$ 228	$ 265
5 years	$1,008	$1,004	$ 403	$ 474
10 years	$1,736	$2,196	$ 910	$1,079

Portfolio Turnover

Principal Investment Strategies

The Fund expects to maintain a weighted average duration within two years (plus or minus) of the Barclays U.S. Aggregate Bond Index. Duration is often used to measure a bond’s sensitivity to interest rates. The longer a fund’s duration, the more sensitive it is to interest rate risk. The shorter a fund’s duration, the less sensitive it is to interest rate risk. The duration of the Barclays U.S. Aggregate Bond Index was 5.50 years as of March 31, 2016.

Individual investment selection is based on the Manager’s fundamental research process. Sector allocations are determined based on the Manager’s assessment of risk/return opportunities. The Manager performs a credit analysis on each potential issuer and a relative value analysis on each potential investment. When selecting investments (including non-income producing

investments), the Manager may invest in instruments that it believes have the potential for capital appreciation.

Decisions to sell are generally based upon the Manager’s belief that the particular investment has achieved its appreciation targets, reached its relative value opportunities, and/or that there have been changes in the fundamentals of the issuer.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

Although the overall size and number of participants in the market for floating rate loans (or bank loans) has grown over the past decade, floating rate loans continue to trade in an unregulated inter-dealer or inter-bank secondary market. Purchases and sales of floating rate loans are generally subject to contractual restrictions that must be satisfied before a floating rate loan can be bought or sold. These restrictions may impede the Fund’s ability to buy or sell floating rate loans, negatively impact the transaction price, and impede the Fund’s ability to timely vote or otherwise act with respect to floating rate loans. As a result, it may take longer than seven days for transactions in floating rate loans to settle, which may make it more difficult for the Fund to raise cash to pay investors when they redeem their shares in the Fund. The Fund may be adversely affected by having to sell other investments at an unfavorable time and/or under unfavorable conditions, hold cash, temporarily borrow from banks or other lenders or take other actions to meet short-term liquidity needs in order to satisfy redemption requests from Fund shareholders.

general economic conditions and expectations about the foregoing. Given the historically low interest rate environment in the U.S., risks associated with rising interest rates are heightened. The negative impact on debt instruments from potential interest rate increases could be swift and significant, including falling market values, increased redemptions and reduced liquidity. Substantial redemptions from bond and other income funds may worsen that impact. Additionally, regulations applicable to and changing business practices of broker-dealers that make markets in debt instruments may result in those broker-dealers restricting their market making activities for certain debt instruments, which may reduce the liquidity and increase the volatility of such debt instruments. Floating or adjustable rate instruments (such as most loans) typically have less exposure to interest rate fluctuations and their exposure to interest rate fluctuations will generally be limited to the period of time until the interest rate on the security is reset. There is a risk of lag in the adjustment of interest rates between the periods when these interest rates are reset.

· Underlying Fund Risk: Because the Fund may serve as an underlying fund of one or more “fund of funds” of the Trust and thus have a significant percentage of its outstanding shares held by such fund of funds, a change in asset allocation by the fund of funds could result in large redemptions out of the Fund, causing potential increases in expenses to the Fund and sale of securities in a short timeframe, both of which could negatively impact performance.

Performance

Calendar Year Total Returns (%)¹

¹ Class I return for the period 1/1/16 through 6/30/16: 5.71%

Best and worst quarterly performance reflected within the bar chart: Q3 2012: 3.23%; Q2 2013: (3.00%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	Since Inception
Class I (incepted December 31, 2010) (before taxes)	(0.62%)	4.53%	4.53%
Class I (after taxes on distributions)	(2.00%)	2.92%	2.92%
Class I (after taxes on distributions and sale of Fund shares)	(0.34%)	2.84%	2.84%
Class A (incepted December 31, 2010) (before taxes)	(5.12%)	3.39%	3.39%
Class C (incepted June 30, 2011) (before taxes)	(2.62%)	N/A	2.92%
Advisor Class (incepted June 29, 2012) (before taxes)	(0.67%)	N/A	2.81%
Barclays U.S. Aggregate Bond Index (reflects no deductions for fees, expenses or taxes) (based on Class I inception date)	0.55%	3.25%	3.25%

The after-tax returns (a) are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; (b) are shown for Class I shares only and will vary for other classes; and (c) are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In some instances, the return after taxes on distributions and sale of Fund shares may be greater than the return before taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Management Firm – Pacific Asset Management. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Management Firm	Experience with Fund
David Weismiller, CFA, Managing Director and Lead Portfolio Manager	Since Inception
Michael Marzouk, CFA, Managing Director and Portfolio Manager	Since 2016
Brian M. Robertson, CFA, Managing Director and Portfolio Manager	Since 2016

Pacific Funds^SM Strategic Income

Investment Goal

This Fund seeks a high level of current income. The Fund may also seek capital appreciation.

Fees and Expenses of the Fund

The tables that follow describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in Class A shares of eligible Funds of the Trust. More information about these and other discounts is available from your financial professional and in the Overview of the Share Classes section on page 108 in the Fund’s prospectus.

Shareholder Fees (fees paid directly from your investment)


Share Class
	A	C	I	Advisor
Maximum Sales Charge (load) imposed on purchases (as a percentage of offering price)	4.25%	None	None	None
Maximum Deferred Sales Charge (load) (as a percentage of the purchase price or redemption price, whichever is less)	None	1.00%	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


Share Class
	A	C	I	Advisor
Management Fee	0.60%	0.60%	0.60%	0.60%
Distribution (12b-1) and/or Service Fees	0.25%	1.00%	None	None
Other Expenses	0.41%	0.41%	0.26%	0.41%
Acquired Fund Fees and Expenses¹	0.04%	0.04%	0.04%	0.04%
Total Annual Fund Operating Expenses	1.30%	2.05%	0.90%	1.05%
Less Expense Reimbursement²	(0.21%)	(0.21%)	(0.11%)	(0.21%)
Total Annual Fund Operating Expenses after Expense Reimbursement	1.09%	1.84%	0.79%	0.84%

² The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.15% for Class I shares through 7/31/2017, and 0.20% for Class A, C, and Advisor Class shares through 7/31/2017. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Examples


Your expenses (in dollars) if you SELL your shares at the end of each period.
Share Class
	A	C	I	Advisor
1 year	$ 531	$ 287	$ 81	$ 86
3 years	$ 800	$ 622	$ 276	$ 313
5 years	$1,088	$1,084	$ 488	$ 559
10 years	$1,909	$2,363	$1,098	$1,264


Your expenses (in dollars) if you DON’T SELL your shares at the end of each period.
Share Class
	A	C	I	Advisor
1 year	$ 531	$ 187	$ 81	$ 86
3 years	$ 800	$ 622	$ 276	$ 313
5 years	$1,088	$1,084	$ 488	$ 559
10 years	$1,909	$2,363	$1,098	$1,264

Portfolio Turnover

Principal Investment Strategies

This Fund invests principally in income producing debt instruments. Under normal circumstances, the Fund will invest up to 70% of its assets in non-investment grade (high yield/high risk, sometimes called “junk bonds”) debt instruments and floating rate loans. The Fund may invest up to 65% of its assets in investment grade debt instruments, including corporate debt securities, asset-backed securities, mortgage-related securities, U.S. government securities and agency securities. Debt instruments in which the Fund invests may include those issued by non-U.S. entities in developed markets denominated in U.S. dollars.

The Fund’s weighted average duration is expected to be within a range of one to seven years. Duration is often used to measure a bond’s or fund’s sensitivity to interest rates. The longer a fund’s duration, the more sensitive it is to interest rate risk. The shorter a fund’s duration, the less sensitive it is to interest rate risk.

The Fund may also invest up to 10% of its assets, but not to exceed 20% in the aggregate, in each of the following investments: non-U.S. dollar denominated debt instruments, convertible securities or equity securities.

Individual investments may be purchased or sold in the event the Manager decides to adjust debt asset class weightings within the portfolio.

Individual investment selection is generally based on the Manager’s fundamental research process. Sector allocations are determined based on the Manager’s assessment of risk/return opportunities relative to the Fund’s investment goal and benchmark weightings (Barclays U.S. Aggregate Bond Index). The Manager performs a credit analysis on each potential issuer and a relative value analysis on each potential investment. When selecting investments (including non-income producing investments), the Manager may invest in instruments that it believes have the potential for capital appreciation.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

in floating rate loans to settle, which may make it more difficult for the Fund to raise cash to pay investors when they redeem their shares in the Fund. The Fund may be adversely affected by having to sell other investments at an unfavorable time and/or under unfavorable conditions, hold cash, temporarily borrow from banks or other lenders or take other actions to meet short-term liquidity needs in order to satisfy redemption requests from Fund shareholders.

Performance

The bar chart and Average Annual Total Returns table below provide some indication of the risk of investing in the Fund by

showing changes in the performance of the Fund from year to year and showing how the Fund’s returns compare to a broad-based market index. The bar chart shows the performance of the Fund’s Class I shares.

Calendar Year Total Returns (%)¹

¹Class I return for the period 1/1/16 through 6/30/16: 7.29%

Best and worst quarterly performance reflected within the bar chart: Q3 2012: 5.05%; Q3 2015: (3.51%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	Since Inception
Class I (incepted December 19, 2011) (before taxes)	(2.77%)	5.94%
Class I (after taxes on distributions)	(4.61%)	3.40%
Class I (after taxes on distributions and sale of Fund shares)	(1.52%)	3.57%
Class A (incepted June 29, 2012) (before taxes)	(7.23%)	3.07%
Class C (incepted June 29, 2012) (before taxes)	(4.70%)	3.62%
Advisor Class (incepted June 29, 2012) (before taxes)	(2.80%)	4.63%
Barclays U.S. Aggregate Bond Index (reflects no deductions for fees, expenses or taxes) (based on Class I inception date)	0.55%	2.11%

The after-tax returns (a) are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; (b) are shown for Class I shares only and will vary for other classes; and (c) are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In some instances, the return after taxes on distributions and sale of Fund shares may be greater than the return before taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Management Firm – Pacific Asset Management. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Management Firm	Experience with Fund
Brian M. Robertson, CFA, Managing Director and Lead Portfolio Manager	Since Inception
Michael Marzouk, CFA, Managing Director and Portfolio Manager	Since 2016
David Weismiller, CFA, Managing Director and Portfolio Manager	Since 2016

Pacific Funds^SM Floating Rate Income

Investment Goal

This Fund seeks a high level of current income.

Fees and Expenses of the Fund

The tables that follow describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in Class A shares of eligible Funds of the Trust. More information about these and other discounts is available from your financial professional and in the Overview of the Share Classes section on page 108 in the Fund’s prospectus.

Shareholder Fees (fees paid directly from your investment)


Share Class
	A	C	I	Advisor
Maximum Sales Charge (load) imposed on purchases (as a percentage of offering price)	3.00%	None	None	None
Maximum Deferred Sales Charge (load) (as a percentage of the purchase price or redemption price, whichever is less)	None	1.00%	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


Share Class
	A	C	I	Advisor
Management Fee	0.65%	0.65%	0.65%	0.65%
Distribution (12b-1) and/or Service Fees	0.25%	1.00%	None	None
Other Expenses	0.40%	0.40%	0.25%	0.40%
Total Annual Fund Operating Expenses	1.30%	2.05%	0.90%	1.05%
Less Expense Reimbursement¹	(0.18%)	(0.18%)	(0.08%)	(0.18%)
Total Annual Fund Operating Expenses after Expense Reimbursement	1.12%	1.87%	0.82%	0.87%

Examples


Your expenses (in dollars) if you SELL your shares at the end of each period.
Share Class
	A	C	I	Advisor
1 year	$ 411	$ 290	$ 84	$ 89
3 years	$ 683	$ 625	$ 279	$ 316
5 years	$ 975	$1,087	$ 491	$ 562
10 years	$1,805	$2,365	$1,100	$1,266


Your expenses (in dollars) if you DON’T SELL your shares at the end of each period.
Share Class
	A	C	I	Advisor
1 year	$ 411	$ 190	$ 84	$ 89
3 years	$ 683	$ 625	$ 279	$ 316
5 years	$ 975	$1,087	$ 491	$ 562
10 years	$1,805	$2,365	$1,100	$1,266

Portfolio Turnover

Principal Investment Strategies

Floating rate loans will generally be purchased from banks or other financial institutions through assignments or participations. A direct interest in a floating rate loan may be acquired directly from the agent of the lender or another lender by assignment or an indirect interest may be acquired as a participation in another lender’s portion of a floating rate loan.

The Fund may invest up to 20% of its assets in certain other types of debt instruments or securities including non-investment grade (high yield/high risk, sometimes called “junk bonds”) debt instruments.

The Fund is expected to invest substantially all of its assets in floating rate loans and other debt instruments that are rated non-investment grade or, if unrated, are of comparable quality as determined by the Manager. Such non-investment grade debt instruments include those that may be stressed, distressed or in default.

The Fund may invest up to 25% of its assets in U.S. dollar denominated foreign investments, principally in developed markets.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

Although the overall size and number of participants in the market for floating rate loans (or bank loans) has grown over the past decade, floating rate loans continue to trade in an unregulated inter-dealer or inter-bank secondary market. Purchases and sales of floating rate loans are generally subject to contractual restrictions that must be satisfied before a floating rate loan can be bought or sold. These restrictions may impede the Fund’s ability to buy or sell floating rate loans, negatively impact the transaction price, and impede the Fund’s ability to timely vote or otherwise act with respect to floating rate loans. As a result, it may take longer than seven days for transactions in floating rate loans to settle, which may make it more difficult for the Fund to raise cash to pay investors when they redeem their shares in the Fund. The Fund may be adversely affected by having to sell other investments at an unfavorable time and/or under unfavorable conditions, hold cash, temporarily borrow from banks or other lenders or take other actions to meet short-term liquidity needs in order to satisfy redemption requests from Fund shareholders.

Performance

Calendar Year Total Returns (%)¹

¹ Class I return for the period 1/1/16 through 6/30/16: 3.55%

Best and worst quarterly performance reflected within the bar chart: Q1 2012: 3.80%; Q4 2014: (1.38%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	Since Inception
Class I (incepted June 30, 2011) (before taxes)	0.75%	3.99%
Class I (after taxes on distributions)	(1.15%)	2.10%
Class I (after taxes on distributions and sale of Fund shares)	0.43%	2.28%
Class A (incepted December 30, 2011) (before taxes)	(2.46%)	3.40%
Class C (incepted December 30, 2011) (before taxes)	(1.27%)	3.42%
Advisor Class (incepted June 29, 2012) (before taxes)	0.80%	3.55%
Credit Suisse Leveraged Loan Index (reflects no deductions for fees, expenses or taxes) (based on Class I inception date)	(0.38%)	3.50%

The after-tax returns (a) are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; (b) are shown for Class I shares only and will vary for other classes; and (c) are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In some instances, the return after taxes on distributions and sale of Fund shares may be greater than the return before taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Management Firm – Pacific Asset Management. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Management Firm	Experience with Fund
J.P. Leasure, Senior Managing Director and Portfolio Manager	Since Inception
Michael Marzouk, CFA, Managing Director and Portfolio Manager	Since Inception

Pacific Funds^SM Limited Duration High Income

Investment Goal

This Fund seeks a high level of current income.

Fees and Expenses of the Fund

The tables that follow describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in Class A shares of eligible Funds of the Trust. More information about these and other discounts is available from your financial professional and in the Overview of the Share Classes section on page 108 in the Fund’s prospectus.

Shareholder Fees (fees paid directly from your investment)


Share Class
	A	C	I	Advisor
Maximum Sales Charge (load) imposed on purchases (as a percentage of offering price)	3.00%	None	None	None
Maximum Deferred Sales Charge (load) (as a percentage of the purchase price or redemption price, whichever is less)	None	1.00%	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


Share Class
	A	C	I	Advisor
Management Fee	0.65%	0.65%	0.65%	0.65%
Distribution (12b-1) and/or Service Fees	0.25%	1.00%	None	None
Other Expenses	0.55%	0.55%	0.40%	0.55%
Total Annual Fund Operating Expenses	1.45%	2.20%	1.05%	1.20%
Less Fee Waiver and Expense Reimbursement^1,2	(0.37%)	(0.37%)	(0.27%)	(0.37%)
Total Annual Fund Operating Expenses after Fee Waiver and Expense Reimbursement	1.08%	1.83%	0.78%	0.83%

¹ The investment adviser has agreed to waive 0.02% of its management fee through 7/31/2017. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval by the Board of Trustees and prior written notice to the investment adviser.

Examples

The Examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other Funds of the Trust or other mutual funds. Each Example assumes that you invest $10,000 in the noted share class of the Fund for the time periods indicated, that your investment has a 5% return each year, and that the Fund’s annual operating expenses remain as stated in the previous table for the time periods shown, except for the fee waiver and expense reimbursement (expense limitation), which are only reflected for the contractual periods. Although your actual costs may be higher or lower, the Examples show what your costs would be based on these assumptions.


Your expenses (in dollars) if you SELL your shares at the end of each period.
Share Class
	A	C	I	Advisor
1 year	$ 407	$ 286	$ 80	$ 85
3 years	$ 710	$ 653	$ 307	$ 344
5 years	$1,034	$1,146	$ 553	$ 624
10 years	$1,952	$2,505	$1,258	$1,422


Your expenses (in dollars) if you DON’T SELL your shares at the end of each period.
Share Class
	A	C	I	Advisor
1 year	$ 407	$ 186	$ 80	$ 85
3 years	$ 710	$ 653	$ 307	$ 344
5 years	$1,034	$1,146	$ 553	$ 624
10 years	$1,952	$2,505	$1,258	$1,422

Portfolio Turnover

Principal Investment Strategies

This Fund invests principally in income producing debt instruments. Under normal circumstances, the Fund invests principally in non-investment grade (high yield/high risk, sometimes called “junk bonds”) debt instruments of any credit quality and floating rate loans. The Fund’s non-investment grade debt instruments may include those that are stressed, distressed or in default. The Fund may also invest up to 40% of its assets in investment grade debt instruments, including corporate debt securities, asset-backed securities, mortgage-related securities, U.S. government securities and agency securities. The Fund expects to maintain a weighted average duration between zero and three years, although the investments held by the Fund may have short, intermediate and long terms to maturity. Duration is often used to measure a bond’s or fund’s sensitivity to interest rates. The longer a fund’s duration, the more sensitive it is to interest rate risk. The shorter a fund’s duration, the less sensitive it is to interest rate risk. Maturity of a debt instrument, however, refers to the specific period of time until final payment (principal and any applicable interest) is due. Debt instruments in which the Fund invests may include those issued by non-U.S. entities in developed markets denominated in U.S. dollars. The Fund may invest in secured and unsecured debt instruments.

Individual investment selection is generally based on the Manager’s fundamental research process. Sector allocations are determined based on the Manager’s assessment of risk/return opportunities relative to the Fund’s investment goal. The Manager performs a credit analysis on each potential issuer and a relative value analysis on each potential investment. When selecting investments (including non-income producing investments), the Manager may consider the investment’s potential for capital appreciation.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

Although the overall size and number of participants in the market for floating rate loans (or bank loans) has grown over the past decade, floating rate loans continue to trade in an unregulated inter-dealer or inter-bank secondary market. Purchases and sales of floating rate loans are generally subject to contractual restrictions that must be satisfied before a floating rate loan can be bought or sold. These restrictions may impede the Fund’s ability to buy or sell floating rate loans, negatively impact the transaction price, and impede the Fund’s ability to timely vote or otherwise act with respect to floating rate loans. As a result, it may take longer than seven days for transactions in floating rate loans to settle, which may make it more difficult for the Fund to raise cash to pay investors when they redeem their shares in the Fund. The Fund may be adversely affected by having to sell other investments at an unfavorable time and/or under unfavorable conditions, hold cash, temporarily borrow from banks or other lenders or take other actions to meet short-term liquidity needs in order to satisfy redemption requests from Fund shareholders.

Performance

Calendar Year Total Returns (%)¹

¹Class I return for the period 1/1/16 through 6/30/16: 3.83%

Best and worst quarterly performance reflected within the bar chart: Q1 2014: 1.84%; Q3 2015: (3.63%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	Since Inception
Class I (incepted July 31, 2013) (before taxes)	(3.67%)	(0.56%)
Class I (after taxes on distributions)	(5.68%)	(2.61%)
Class I (after taxes on distributions and sale of Fund shares)	(2.03%)	(1.30%)
Class A (incepted July 31, 2013) (before taxes)	(6.89%)	(2.06%)
Class C (incepted July 31, 2013) (before taxes)	(5.62%)	(1.57%)
Advisor Class (incepted July 31, 2013) (before taxes)	(3.62%)	(0.58%)
Barclays U.S. 1-5 Year High-Yield Index (reflects no deductions for fees, expenses or taxes) (based on Class I inception date)	(5.02%)	(0.22%)

The after-tax returns (a) are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; (b) are shown for Class I shares only and will vary for other classes; and (c) are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In some instances, the return after taxes on distributions and sale of Fund shares may be greater than the return before taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Management Firm – Pacific Asset Management. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Management Firm	Experience with Fund
Brian M. Robertson, CFA, Managing Director and Portfolio Manager	Since Inception
Michael Marzouk, CFA, Managing Director and Portfolio Manager	Since Inception

Pacific Funds^SM High Income

Investment Goal

This Fund seeks a high level of current income.

Fees and Expenses of the Fund

The tables that follow describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in Class A shares of eligible Funds of the Trust. More information about these and other discounts is available from your financial professional and in the Overview of the Share Classes section on page 108 in the Fund’s prospectus.

Shareholder Fees (fees paid directly from your investment)


Share Class
	A	C	I	Advisor
Maximum Sales Charge (load) imposed on purchases (as a percentage of offering price)	4.25%	None	None	None
Maximum Deferred Sales Charge (load) (as a percentage of the purchase price or redemption price, whichever is less)	None	1.00%	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


Share Class
	A	C	I	Advisor
Management Fee	0.60%	0.60%	0.60%	0.60%
Distribution (12b-1) and/or Service Fees	0.25%	1.00%	None	None
Other Expenses	0.43%	0.43%	0.28%	0.43%
Acquired Fund Fees and Expenses¹	0.04%	0.04%	0.04%	0.04%
Total Annual Fund Operating Expenses	1.32%	2.07%	0.92%	1.07%
Less Expense Reimbursement²	(0.23%)	(0.23%)	(0.13%)	(0.23%)
Total Annual Fund Operating Expenses after Expense Reimbursement	1.09%	1.84%	0.79%	0.84%

² The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.15% for Class I shares through 7/31/2017, and 0.20% for Class A, C, and Advisor shares through 7/31/2017. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Examples


Your expenses (in dollars) if you SELL your shares at the end of each period.
Share Class
	A	C	I	Advisor
1 year	$ 531	$ 287	$ 81	$ 86
3 years	$ 804	$ 627	$ 280	$ 317
5 years	$1,097	$1,092	$ 497	$ 568
10 years	$1,928	$2,382	$1,119	$1,285


Your expenses (in dollars) if you DON’T SELL your shares at the end of each period.
Share Class
	A	C	I	Advisor
1 year	$ 531	$ 187	$ 81	$ 86
3 years	$ 804	$ 627	$ 280	$ 317
5 years	$1,097	$1,092	$ 497	$ 568
10 years	$1,928	$2,382	$1,119	$1,285

Portfolio Turnover

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in non-investment grade (high yield/high risk, sometimes called “junk bonds”) debt instruments or in instruments with characteristics of non-investment grade debt instruments. The Fund invests principally in instruments that have intermediate to long terms to maturity, which generally means that the Fund will hold instruments with final maturities greater than one year. Debt instruments in which the Fund invests include bonds, notes and floating rate loans, including those of foreign issuers that are denominated in U.S. dollars.

Individual investment selection is generally based on the Manager’s fundamental research process. Sector allocations are determined based on the Manager’s assessment of risk/return opportunities relative to the Fund’s investment goal and benchmark weightings (Barclays U.S. High-Yield 2% Issuer Capped Bond Index). The Manager performs a credit analysis on each potential issuer and a relative value analysis on each potential investment.

Decisions to sell are generally based upon the Manager’s belief that the particular investment has achieved its valuation target,

there have been changes in the fundamentals of the issuer, or another opportunity of greater relative value exists.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

Although the overall size and number of participants in the market for floating rate loans (or bank loans) has grown over the past decade, floating rate loans continue to trade in an unregulated inter-dealer or inter-bank secondary market. Purchases and sales of floating rate loans are generally subject to contractual restrictions that must be satisfied before a floating rate loan can be bought or sold. These restrictions may impede the Fund’s ability to buy or sell floating rate loans, negatively impact the transaction price, and impede the Fund’s ability to timely vote or otherwise act with respect to floating rate loans. As a result, it may take longer than seven days for transactions in floating rate loans to settle, which may make it more difficult for the Fund to raise cash to pay investors when they redeem their shares in the Fund. The Fund may be adversely affected by having to sell other investments at an unfavorable time and/or under unfavorable conditions, hold cash, temporarily borrow from banks or other lenders or take other actions to meet short-term liquidity needs in order to satisfy redemption requests from Fund shareholders.

potential interest rate increases could be swift and significant, including falling market values, increased redemptions and reduced liquidity. Substantial redemptions from bond and other income funds may worsen that impact. Additionally, regulations applicable to and changing business practices of broker-dealers that make markets in debt instruments may result in those broker-dealers restricting their market making activities for certain debt instruments, which may reduce the liquidity and increase the volatility of such debt instruments. Floating or adjustable rate instruments (such as most loans) typically have less exposure to interest rate fluctuations and their exposure to interest rate fluctuations will generally be limited to the period of time until the interest rate on the security is reset. There is a risk of lag in the adjustment of interest rates between the periods when these interest rates are reset.

Performance

Calendar Year Total Returns (%)¹

¹ Class I return for the period 1/1/16 through 6/30/16: 6.85%

Best and worst quarterly performance reflected within the bar chart: Q1 2012: 5.93%; Q3 2015: (5.35%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	Since Inception
Class I (incepted December 19, 2011) (before taxes)	(5.51%)	4.98%
Class I (after taxes on distributions)	(7.27%)	2.26%
Class I (after taxes on distributions and sale of Fund shares)	(3.04%)	2.80%
Class A (incepted June 29, 2012) (before taxes)	(9.77%)	1.70%
Class C (incepted June 29, 2012) (before taxes)	(7.28%)	2.25%
Advisor Class (incepted June 29, 2012) (before taxes)	(5.52%)	3.22%
Barclays U.S. High-Yield 2% Issuer Capped Bond Index (reflects no deductions for fees, expenses or taxes) (based on Class I inception date)	(4.43%)	5.28%

The after-tax returns (a) are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; (b) are shown for Class I shares only and will vary for other classes; and (c) are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In some instances, the return after taxes on distributions and sale of Fund shares may be greater than the return before taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Management Firm – Pacific Asset Management. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Management Firm	Experience with Fund
Brian M. Robertson, CFA, Managing Director and Portfolio Manager	Since Inception
C. Robert Boyd, Managing Director and Portfolio Manager	Since 2014

Pacific Funds^SM Diversified Alternatives

Investment Goal

This Fund seeks to provide total return.

Fees and Expenses of the Fund

Shareholder Fees (fees paid directly from your investment)


Share Class
	A	C	Advisor
Maximum Sales Charge (load) imposed on purchases (as a percentage of offering price)	5.50%	None	None
Maximum Deferred Sales Charge (load) (as a percentage of the purchase price or redemption price, whichever is less)	None	1.00%	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


Share Class
	A	C	Advisor
Management Fee	0.20%	0.20%	0.20%
Distribution (12b-1) and/or Service Fees	0.25%	1.00%	None
Other Expenses (Including Recoupment)	0.91%	0.91%	0.91%
Acquired Fund Fees and Expenses¹	1.00%	1.00%	1.00%
Total Annual Fund Operating Expenses	2.36%	3.11%	2.11%
Less Expense Reimbursement²	(0.51%)	(0.51%)	(0.51%)
Total Annual Fund Operating Expenses after Expense Reimbursement	1.85%	2.60%	1.60%

² The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.40% through July 31, 2017 for Class A, C and Advisor Class shares. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Examples


Your expenses (in dollars) if you SELL your shares at the end of each period.
Share Class
	A	C	Advisor
1 year	$ 728	$ 363	$ 163
3 years	$1,200	$ 912	$ 612
5 years	$1,697	$1,586	$1,087
10 years	$3,061	$3,385	$2,401


Your expenses (in dollars) if you DON’T SELL your shares at the end of each period.
Share Class
	A	C	Advisor
1 year	$ 728	$ 263	$ 163
3 years	$1,200	$ 912	$ 612
5 years	$1,697	$1,586	$1,087
10 years	$3,061	$3,385	$2,401

Portfolio Turnover

Principal Investment Strategies

This Fund is a “fund of funds” that seeks to achieve its investment goal by investing in other funds of the Trust (the “Underlying Funds”). The Fund seeks to maintain a low to moderate correlation of its returns with the returns of traditional equity and fixed income asset classes over long-term periods by gaining exposure to a number of non-traditional asset classes and alternative investment strategies through its investments in the Underlying Funds. The low to moderate correlation that the Fund seeks to maintain means that the Fund’s returns are intended not to have a strong direct relationship (up or down) to movements in the traditional equity and fixed income asset classes, although there are expected to be some related movements. Thus, the Fund may complement and/or serve to further diversify an investor’s portfolio of traditional equity and fixed income investments. Although the performance of the Fund is generally expected to have low to moderate correlation with the performance of traditional equity and fixed income asset classes over long-term periods, Pacific Life Fund Advisors LLC (“PLFA”), the investment adviser to the Fund, may make investment decisions that result in the Fund having a higher correlation with the performance of traditional asset classes over short- or long-term periods.

Through its investments in the Underlying Funds, the Fund seeks exposure to non-traditional asset classes and alternative investment strategies that have one or more of the following characteristics:

· Non-Traditional Asset Classes Providing Diversified Returns - investments in a diverse mix of asset classes that tend to have returns that have low to moderate correlation with the broad U.S. equity and fixed income markets.

· Alpha-Seeking Strategies - strategies or investments that seek to outperform the broad equity markets and/or fixed income markets on a risk-adjusted basis over a complete market cycle.

· Downside Protection Strategies - strategies or investments that seek to reduce Fund losses during adverse and volatile market conditions (together, the “Alternative Asset Classes and Strategies”).

The Underlying Funds that have one or more of the above characteristics include funds that emphasize investments in real estate, emerging markets debt and equity, bank loans and inflation-indexed debt investments, and funds that employ currency, long/short equity and absolute return strategies. Absolute return strategies seek to achieve positive returns over a complete market cycle.

PLFA manages and oversees the Fund through a multi-step process that includes:

(1) Asset Allocation/Portfolio Construction – An asset class model (the “Model”) for the Fund is developed that seeks to meet the Fund’s investment goal. The Alternative Asset Classes and Strategies are used to develop the Model. PLFA then uses a risk-focused investment process to establish the allocations to the Alternative Asset Classes and Strategies based on the risks of each Alternative Asset Class and Strategy and their impact on the Fund’s risk/return objectives, the degree of correlation of each of the Alternative Asset Classes and Strategies to traditional broad U.S. equity and fixed income asset classes, the potential of an Alternative Asset Class and Strategy to gain long-term returns for the Fund, and the potential of an Alternative Asset Class and Strategy to reduce Fund losses during periods of market volatility. While PLFA will use these main factors when making investment decisions for the Fund, it may give greater weight to one factor over another, at its discretion, depending upon market conditions and the particular investment.

PLFA then determines the amount of the Fund’s assets to invest in each Underlying Fund in order to obtain the Alternative Asset Class and Strategy exposures designated by the Model for the Fund.

After the Model is developed, PLFA may make adjustments to the allocations or its view that the characteristics of an Alternative Asset Class and Strategy or Underlying Fund is changing (such as increasing correlations of a non-traditional asset class to U.S. equity or fixed income markets).

(2) Manager Oversight – PLFA monitors and evaluates the Underlying Fund Managers to seek to ensure that each Manager’s investment style and approach continue to be appropriate for the respective Underlying Fund.

(3) Investment Risk Management – PLFA monitors and analyzes the investment risks of the Fund, evaluates their impact on the Fund’s risk/return objectives and considers adjustments to the Fund’s allocations as a result.

To implement their investment strategies, the Underlying Funds may invest in derivative instruments, including forward foreign currency contracts, foreign currency options, swaps (including interest rate, cross-currency, total return and credit default swaps) and futures on securities, indices, currencies and other investments and they may use derivatives in a way that has a leveraging effect on an Underlying Fund’s exposure to specific investment opportunities.

The Fund is expected to be as fully invested as practical, although it may maintain liquidity reserves to meet redemption requests.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Conflicts of Interest Risk: PLFA is subject to competing interests that have the potential to influence its investment

decisions for the Fund. For example, PLFA may be influenced by its view of the best interests of Underlying Funds, such as a view that an Underlying Fund may benefit from additional assets or could be harmed by redemptions. PLFA seeks to identify and address any potential conflicts in a manner that is fair for Underlying Funds, the Fund and the shareholders of the Fund and Underlying Fund. PLFA has adopted a policy under which investment decisions for the Fund must be made in the best interests of the Fund and its shareholders, and PLFA may take into account the interests of an Underlying Fund and its shareholders when making investment decisions for the Fund.

Principal Risks from Holdings in Underlying Funds

· Convertible Securities Risk: Convertible securities are generally subject to the risks of stocks when the underlying stock price is high relative to the conversion price (because the conversion feature is more valuable) and to the risks of debt securities when the underlying stock price is low relative to the conversion price (because the conversion feature is less valuable). Convertible securities are also generally subject to credit risk, as they tend to be of lower credit quality, and interest rate risk, though they generally are not as sensitive to interest rate changes as conventional debt securities. A convertible security’s value also tends to increase and decrease with the underlying stock and typically has less potential for gain or loss than the underlying stock. These risks are heightened for contingent convertible securities (“CoCos”), a type of convertible security, because CoCos have features that may result in their conversion into common stock, a write-down of their principal or regulatory intervention. In certain circumstances, the Fund may lose the entire value of its investment in a CoCo, even if the issuer of the CoCo remains a going concern. In addition, CoCos have fully discretionary coupons, which means that their coupons can potentially be deferred or cancelled at the issuer’s discretion.

· Correlation Risk: An Underlying Fund that represents an alternative or non-traditional investment strategy may have low to moderate correlation with the performance of traditional equity and debt investments over long-term periods; however, its actual performance may be correlated with traditional equity and debt investments over short- or long-term periods. Should there be periods when performance is correlated, any intended diversification effect of including such alternative or non-traditional Underlying Fund as part of an asset allocation strategy may not be achieved, which may result in increased volatility in the asset allocation strategy.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

· Foreign Markets Risk: Exposure to foreign markets can involve additional risks relating to market, economic, political, regulatory, geopolitical, or other conditions. These factors can

make foreign investments more volatile and less liquid than U.S. investments. In addition, foreign markets can react differently to these conditions than the U.S. market. Markets and economies throughout the world are becoming increasingly interconnected, and conditions or events in one market, country or region may adversely impact investments or issuers in another market, country or region.

· Forwards and Futures Contracts Risk: Forwards and futures contracts are derivative contracts that obligate a purchaser to purchase, and a seller to sell, a specific amount of an asset (e.g., a currency or security) at a specified future date and price. Because forward contracts are privately negotiated, unlike exchange-traded futures contracts, they are subject to greater risk of default or bankruptcy by a counterparty, which could result in adverse market impact, expenses or delays in connection with the purchase or sale of the asset underlying the forward contract. The Underlying Fund may also miss the opportunity of obtaining a price or yield considered to be advantageous. In addition to derivatives risk, an Underlying Fund’s ability to close out of a forward or futures contract position is dependent on the liquidity of the secondary forward or futures market. There is also a risk of imperfect correlation between the change in market value of the instruments held by an Underlying Fund and the price of the forward or futures contract, as well as losses caused by unanticipated market movements, which are potentially unlimited. Because these contracts allow an Underlying Fund to establish a fixed price (for an asset) or a fixed rate of exchange (for a currency) at a future point in time, they do not eliminate fluctuations in the value of the asset or currency and can have the effect of minimizing opportunities for gain or incurring a loss for the Fund.

· Geographic Focus Risk: If the Underlying Fund invests a significant portion of its assets in a single country, limited number of countries, or particular geographic region, then the risk increases that economic, political, social, or other conditions in those countries or that region will have a significant impact on the Underlying Fund’s performance. As a result, the Underlying Fund’s performance may be more volatile than the performance of more geographically diversified funds.

· Inflation-Indexed Debt Securities Risk: The principal values of inflation-indexed debt securities tend to increase when inflation rises and decrease when inflation falls.

· Investment in Money Market Funds Risk: An Underlying Fund may invest in money market mutual funds. Shareholders of an Underlying Fund would then bear their proportionate share of Fund expenses and, indirectly, the expenses of the investment companies. An investment in a money market mutual fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although such funds seek to preserve the value of an Underlying Fund’s investment at $1.00 per share, it is possible to lose money by investing in a money market mutual fund.

· Model and Data Risk: Given the complexity of the investments and strategies of an Underlying Fund, the sub-adviser relies heavily on quantitative models and information and data supplied by third parties (“Models and Data”). Models and Data are used to construct sets of transactions and investments, to provide risk management insights, and to assist in hedging an Underlying Fund’s investments.

When Models and Data prove to be incorrect or incomplete, any decisions made in reliance thereon expose an Underlying Fund to potential risks. Similarly, any hedging based on faulty Models and Data may prove to be unsuccessful. Some of the models used are predictive in nature. For example, such models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may produce unexpected results, which can result in losses for an Underlying Fund. Because predictive models are usually constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. Quantitative models used by the sub-adviser also may not be successful in forecasting movements in industries, sectors or companies or in determining the weighting of investment positions that will enable an Underlying Fund to achieve its investment goal.

All models rely on correct market data inputs. If incorrect market data is entered into even a well-founded model, the resulting information will be incorrect. However, even if market data is input correctly, “model prices” will often differ substantially from market prices, especially for instruments with complex characteristics, such as derivative instruments. Model prices can differ from market prices as model prices are typically based on assumptions and estimates derived from recent market data that may not remain realistic or relevant in the future. To address these issues, the sub-adviser evaluates model prices and outputs versus recent transactions or similar securities, and as a result, such models may be modified from time to time.

· Momentum Style Risk: Investing in or having exposure to securities with positive momentum entails investing in securities that have had above-average recent returns. These securities may be subject to greater price volatility risk than a broad cross-section of securities. In addition, there may be periods during which the investment performance of a Fund using a momentum strategy may suffer.

· Non-Diversification Risk: An Underlying Fund that is classified as non-diversified may invest a greater percentage of its assets in a single issuer or a fewer number of issuers than a fund that is classified as diversified. This increases the Underlying Fund’s price volatility risk and the risk that its value could go down because the poor performance of a single investment or a fewer number of investments will have a greater impact on the Underlying Fund than a diversified fund with more investments. Being classified as non-diversified does not prevent the Underlying Fund from being managed as though it were a diversified fund.

· Options Risk: An option is a derivative contract where, for a premium payment or fee, the purchaser of the option is given the right but not the obligation to buy (a “call option”) or sell (a “put option”) the underlying asset (or settle for cash an amount based on an underlying asset, rate or index) at a specified price (the “exercise price”) during a period of time or on a specified date. Investments in options are considered speculative. In addition to derivatives risk, an Underlying Fund is subject to the risk of losing the premium it paid to purchase the option if the price of the underlying security or other asset decreases or remains the same (for a call option) or increases or remains the same (for a put option). If a call or put option that an Underlying Fund purchases were allowed to expire without being sold or exercised, its premium would be a loss to an Underlying Fund. The Underlying Fund’s ability to exercise or sell the options is dependent on the liquidity of the option market.

· Short Sale Risk: Engaging in short sales of securities that an Underlying Fund does not own subjects it to the risks associated with those securities, including price volatility risk. A security is sold short in anticipation of purchasing the same security at a later date at a lower price; however, an Underlying Fund may incur a loss if the price of the security increases between the date of the short sale and the date on which the Underlying Fund purchases the security sold short. Because there is no limit on how high the price of the security may rise, such loss is theoretically unlimited. Short sales may also incur transaction costs and borrowing fees for an Underlying Fund and subject the Underlying Fund to leverage risk because they may provide investment exposure in an amount exceeding the initial investment.

Performance

Calendar Year Total Returns (%)¹

¹Class A return for the period 1/1/16 through 6/30/16: 2.93%

Best and worst quarterly performance reflected within the bar chart: Q2 2014: 3.40%; Q3 2015: (1.92%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	Since Inception
Class A (incepted December 31, 2013) (before taxes)	(4.95%)	(1.48%)
Class A (after taxes on distributions)	(6.56%)	(2.94%)
Class A (after taxes on distributions and sale of Fund shares)	(2.70%)	(1.75%)
Class C (incepted December 31, 2013) (before taxes)	(1.08%)	0.57%
Advisor Class (incepted December 31, 2013) (before taxes)	0.92%	1.58%
Citigroup 1-Month U.S. T-Bill Index (reflects no deductions for fees, expenses or taxes) (based on Class A inception date)	0.02%	0.02%

Management

Investment Adviser – Pacific Life Fund Advisors LLC. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Investment Adviser	Experience with Fund
Howard T. Hirakawa, CFA, Senior Vice President and Portfolio Manager	Since Inception
Carleton J. Muench, CFA, Vice President and Portfolio Manager	Since Inception
Max Gokhman, Assistant Vice President and Portfolio Manager	Since 2015
Samuel S. Park, Investment Consultant and Portfolio Manager	Since Inception

Pacific Funds^SM Large-Cap

Investment Goal

This Fund seeks long-term capital appreciation.

Fees and Expenses of the Fund

The tables that follow describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in Class A shares of eligible Funds of the Trust. More information about these and other discounts is available from your financial professional and in the Overview of the Share Classes section on page 108 in the Fund’s prospectus.

Shareholder Fees (fees paid directly from your investment)


Share Class
	A	C	Advisor	Investor
Maximum Sales Charge (load) imposed on purchases (as a percentage of offering price)	4.25%	None	None	None
Maximum Deferred Sales Charge (load) (as a percentage of the purchase price or redemption price, whichever is less)	None	1.00%	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


Share Class
	A	C	Advisor	Investor
Management Fee	0.65%	0.65%	0.65%	0.65%
Distribution (12b-1) and/or Service Fees	0.25%	1.00%	None	0.25%
Other Expenses	4.56%	4.56%	4.56%	4.56%
Total Annual Fund Operating Expenses	5.46%	6.21%	5.21%	5.46%
Less Fee Waiver and Expense Reimbursement^1,2	(4.46%)	(4.46%)	(4.46%)	(4.46%)
Total Annual Fund Operating Expenses after Fee Waiver and Expense Reimbursement	1.00%	1.75%	0.75%	1.00%

¹ The investment adviser has agreed to waive 0.10% of its management fee through 1/10/2018. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) if the sub-advisory agreement with Rothschild Asset Management Inc. is terminated.

² The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.20% for Class A, C, Advisor Class and Investor Class shares through 1/10/2019. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Examples

The Examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other Funds of the Trust or other mutual funds. Each Example assumes that you invest $10,000 in the noted share class of the Fund for the time periods indicated, that your investment has a 5% return each year, and that the Fund’s annual operating expenses remain as stated in the previous table for the time periods shown, except for the fee waiver and expense reimbursement (expense limitation), which are only reflected for the contractual periods. Although your actual costs may be higher or lower, the Examples show what your costs would be based on these assumptions.


Your expenses (in dollars) if you SELL your shares at the end of each period.
Share Class
	A	C	Advisor	Investor
1 year	$ 523	$ 278	$ 77	$ 102
3 years	$1,198	$1,029	$ 732	$ 807
5 years	$2,317	$2,320	$1,859	$1,976
10 years	$5,071	$5,413	$4,655	$4,853


Your expenses (in dollars) if you DON’T SELL your shares at the end of each period.
Share Class
	A	C	Advisor	Investor
1 year	$ 523	$ 178	$ 77	$ 102
3 years	$1,198	$1,029	$ 732	$ 807
5 years	$2,317	$2,320	$1,859	$1,976
10 years	$5,071	$5,413	$4,655	$4,853

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Examples, affect the Fund’s performance. For the period between January 11, 2016 to March 31, 2016, the portfolio turnover rate was 27% of the average value of the Fund.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in common stocks and other equity securities of large capitalization U.S. companies. The Fund defines a large-capitalization company as one whose market capitalization falls within the range of the Russell 1000 Index at the time of purchase. As of March 31, 2016, the market capitalization range of the Russell 1000 Index was approximately $169.3 million to $627.9 billion. As of March 31, 2016, the weighted average market capitalization of the Fund was approximately $155.9 billion. The market capitalization of the companies in the Fund’s portfolio and the Russell 1000 Index changes over time; the Fund will not automatically sell or cease to purchase stock of a company it already owns just because the company’s market capitalization changes.

The Fund invests in securities that the Fund’s sub-adviser believes are attractively valued with the potential to exceed investor expectations. The Fund may sell securities that no longer meet the investment criteria of the portfolio management team.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

Performance

The bar chart and Average Annual Total Returns table below provide some indication of the risk of investing in the Fund by showing changes in the performance of the Fund from year to year and showing how the Fund’s returns compare to a broad-based market index. The Fund acquired the assets of the Rothschild U.S. Large-Cap Core Fund (the “Predecessor Fund”) in a reorganization transaction on January 11, 2016. The Fund’s objectives (goals), policies, guidelines and restrictions are substantially the same as those of the Predecessor Fund. Each class of the Fund available in this prospectus was first offered on January 11, 2016.

The bar chart shows the performance of the Fund’s Investor Class shares. The performance figures shown below for Investor Class, Class A, Class C and Advisor Class shares of the Fund reflect the historical performance of the then-existing Investor Class shares of the Predecessor Fund for periods prior to January 11, 2016. These performance figures have not been adjusted to reflect estimated fees and expenses of Investor Class, Class A, Class C and Advisor Class shares of the Fund, respectively, for periods prior to January 1, 2016, but have been so adjusted for the period between January 1, 2016 and January 10, 2016. If the returns prior to January 1, 2016 had been adjusted, then performance for the share classes could vary from the returns shown based on differences in their fee and expense structures. The Investor Class shares of the Predecessor Fund commenced operations on December 31, 2014.

Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information may be obtained at our website: www.mutualfunds.pacificlife.com/mfc/home/performance.html, or by calling customer service at (800) 722-2333 (select Option 2).

Calendar Year Total Returns (%)¹

¹ Investor Class return for the period 1/1/16 through 6/30/16: 0.83%

Best and worst quarterly performance reflected within the bar chart: Q4 2015: 4.59%; Q3 2015: (7.39%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	Since Inception
Investor Class (before taxes)	(1.69%)	(1.69%)
Investor Class (after taxes on distributions)¹	(2.12%)	(2.12%)
Investor Class (after taxes on distributions and sale of Fund shares)¹	(0.73%)	(0.73%)
Class A (before taxes)	(5.84%)	(5.84%)
Class C (before taxes)	(2.66%)	(2.66%)
Advisor Class (before taxes)	(1.69%)	(1.69%)
S&P 500 Index (reflects no deductions for fees, expenses or taxes) (based on December 31, 2014 inception date of the Predecessor Fund)	1.38%	1.38%

¹ The after-tax returns were previously disclosed for Class A, but are now shown for
Investor Class because Investor Class returns are shown in the bar chart.

The after-tax returns (a) are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; (b) are shown for Investor Class shares only and will vary for other classes; and (c) are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In some instances, the return after taxes on distributions and sale of Fund shares may be greater than the return before taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – Rothschild Asset Management Inc. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Mark K. Tavel, Managing Director, Portfolio Manager	Since 2014*
Luis Ferreira, CFA, Managing Director, Portfolio Manager	Since 2014*
Chris R. Kaufman, Managing Director, Portfolio Manager	Since 2014*
Paul Roukis, CFA, Managing Director, Portfolio Manager	Since 2014*

*Reflects December 31, 2014 inception date of the Predecessor Fund.

Pacific Funds^SM Large-Cap Value

Investment Goal

This Fund seeks long-term capital appreciation.

Fees and Expenses of the Fund

The tables that follow describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in Class A shares of eligible Funds of the Trust. More information about these and other discounts is available from your financial professional and in the Overview of the Share Classes section on page 108 in the Fund’s prospectus.

Shareholder Fees (fees paid directly from your investment)


Share Class
	A	C	Advisor	Investor
Maximum Sales Charge (load) imposed on purchases (as a percentage of offering price)	4.25%	None	None	None
Maximum Deferred Sales Charge (load) (as a percentage of the purchase price or redemption price, whichever is less)	None	1.00%	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


Share Class
	A	C	Advisor	Investor
Management Fee	0.65%	0.65%	0.65%	0.65%
Distribution (12b-1) and/or Service Fees	0.25%	1.00%	None	0.25%
Other Expenses	7.94%	7.94%	7.94%	7.94%
Total Annual Fund Operating Expenses	8.84%	9.59%	8.59%	8.84%
Less Expense Reimbursement¹	(7.74%)	(7.74%)	(7.74%)	(7.74%)
Total Annual Fund Operating Expenses after Expense Reimbursement	1.10%	1.85%	0.85%	1.10%

¹ The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.20% for Class A, C, Advisor Class and Investor Class shares through 1/10/2019. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Examples


Your expenses (in dollars) if you SELL your shares at the end of each period.
Share Class
	A	C	Advisor	Investor
1 year	$ 532	$ 288	$ 87	$ 112
3 years	$1,540	$1,379	$1,092	$1,165
5 years	$3,231	$3,237	$2,825	$2,930
10 years	$6,920	$7,187	$6,641	$6,784


Your expenses (in dollars) if you DON’T SELL your shares at the end of each period.
Share Class
	A	C	Advisor	Investor
1 year	$ 532	$ 188	$ 87	$ 112
3 years	$1,540	$1,379	$1,092	$1,165
5 years	$3,231	$3,237	$2,825	$2,930
10 years	$6,920	$7,187	$6,641	$6,784

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Examples, affect the Fund’s performance. For the period between January 11, 2016 to March 31, 2016, the portfolio turnover rate was 48% of the average value of the Fund.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in common stocks and other equity securities of large capitalization U.S. companies. The Fund defines a large-capitalization company as one whose market capitalization falls within the range of the Russell 1000 Value Index at the time of purchase, and invests primarily in equity securities of large-capitalization value companies as defined by the Russell 1000 Value Index. As of March 31, 2016, the market capitalization range of the Russell 1000 Value Index was approximately $169.3 million to $446.8 billion. As of March 31, 2016, the weighted average market capitalization of the Fund was approximately $124.2 billion. The market capitalization of the companies in the Fund’s portfolio and the Russell 1000 Value Index changes over time; the Fund will not automatically sell or cease to purchase stock of a company it already owns just because the company’s market capitalization changes.

The Fund invests in securities that the Fund’s sub-adviser believes are attractively valued with the potential to exceed investor expectations. The Fund will sell securities that no longer meet the investment criteria of the portfolio management team.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve

its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

Performance

The bar chart and Average Annual Total Returns table below provide some indication of the risk of investing in the Fund by showing changes in the performance of the Fund from year to year and showing how the Fund’s returns compare to a broad-based market index. The Fund acquired the assets of the Rothschild U.S. Large-Cap Value Fund (the “Predecessor Fund”) in a reorganization transaction on January 11, 2016. The Fund’s objectives (goals), policies, guidelines and restrictions are substantially the same as those of the Predecessor Fund. Each class of the Fund available in this prospectus was first offered on January 11, 2016.

Calendar Year Total Returns (%)¹

¹Investor Class return for the period 1/1/16 through 6/30/16: 1.89%

Best and worst quarterly performance reflected within the bar chart: Q4 2015: 5.22%; Q3 2015: (6.81%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	Since Inception
Investor Class (before taxes)	(2.14%)	(2.14%)
Investor Class (after taxes on distributions)¹	(2.87%)	(2.87%)
Investor Class (after taxes on distributions and sale of Fund shares)¹	(0.78%)	(0.78%)
Class A (before taxes)	(6.27%)	(6.27%)
Class C (before taxes)	(3.10%)	(3.10%)
Advisor Class (before taxes)	(2.14%)	(2.14%)
Russell 1000 Value Index (reflects no deductions for fees, expenses or taxes) (based on December 31, 2014 inception date of the Predecessor Fund)	(3.83%)	(3.83%)

¹The after-tax returns were previously disclosed for Class A, but are now shown for
Investor Class because Investor Class returns are shown in the bar chart.

The after-tax returns (a) are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; (b) are shown for Investor Class shares only and will vary for other classes; and (c) are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In some instances, the return after taxes on distributions and sale of Fund shares may be greater than the return before taxes because the investor is assumed

to be able to use the capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – Rothschild Asset Management Inc. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Chris R. Kaufman, Managing Director, Portfolio Manager	Since 2014*
Paul Roukis, CFA, Managing Director, Portfolio Manager	Since 2014*
Luis Ferreira, CFA, Managing Director, Portfolio Manager	Since 2014*
Mark K. Tavel, Managing Director, Portfolio Manager	Since 2014*

*Reflects December 31, 2014 inception date of the Predecessor Fund.

Pacific Funds^SM Small/Mid-Cap

Investment Goal

This Fund seeks long-term capital appreciation.

Fees and Expenses of the Fund

The tables that follow describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in Class A shares of eligible Funds of the Trust. More information about these and other discounts is available from your financial professional and in the Overview of the Share Classes section on page 108 in the Fund’s prospectus.

Shareholder Fees (fees paid directly from your investment)


Share Class
	A	C	Advisor	Investor
Maximum Sales Charge (load) imposed on purchases (as a percentage of offering price)	4.25%	None	None	None
Maximum Deferred Sales Charge (load) (as a percentage of the purchase price or redemption price, whichever is less)	None	1.00%	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


Share Class
	A	C	Advisor	Investor
Management Fee	0.85%	0.85%	0.85%	0.85%
Distribution (12b-1) and/or Service Fees	0.25%	1.00%	None	0.25%
Other Expenses	3.58%	3.58%	3.58%	3.58%
Acquired Fund Fees and Expenses¹	0.01%	0.01%	0.01%	0.01%
Total Annual Fund Operating Expenses	4.69%	5.44%	4.44%	4.69%
Less Expense Reimbursement²	(3.38%)	(3.38%)	(3.38%)	(3.33%)
Total Annual Fund Operating Expenses after Expense Reimbursement	1.31%	2.06%	1.06%	1.36%

² The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.25% for Investor Class shares, and 0.20% for Class A, C and Advisor Class shares through 1/10/2019. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Examples


Your expenses (in dollars) if you SELL your shares at the end of each period.
Share Class
	A	C	Advisor	Investor
1 year	$ 553	$ 309	$ 108	$ 138
3 years	$1,169	$ 999	$ 701	$ 787
5 years	$2,140	$2,142	$1,672	$1,800
10 years	$4,596	$4,955	$4,145	$4,362


Your expenses (in dollars) if you DON’T SELL your shares at the end of each period.
Share Class
	A	C	Advisor	Investor
1 year	$ 553	$ 209	$ 108	$ 138
3 years	$1,169	$ 999	$ 701	$ 787
5 years	$2,140	$2,142	$1,672	$1,800
10 years	$4,596	$4,955	$4,145	$4,362

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Examples, affect the Fund’s performance. For the period between January 11, 2016 to March 31, 2016, the portfolio turnover rate was 11% of the average value of the Fund.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in common stocks and other equity securities of small and medium capitalization U.S. companies. The Fund defines small and medium capitalization companies as companies whose market capitalizations fall within the range of the Russell 2500 Index at the time of purchase. As of March 31, 2016, the market capitalization range of the Russell 2500 Index was approximately $13.6 million to $14.8 billion. As of March 31, 2016, the weighted average market capitalization of the Fund was approximately $3.6 billion. The market capitalization of the companies in the Fund’s portfolio and the Russell 2500 Index changes over time; the Fund will not automatically sell or cease to purchase stock of a company it already owns just because the company’s market capitalization changes.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

Performance

The bar chart and Average Annual Total Returns table below provide some indication of the risk of investing in the Fund by showing changes in the performance of the Fund from year to year and showing how the Fund’s returns compare to a broad-based market index. The Fund acquired the assets of the Rothschild U.S. Small/Mid-Cap Core Fund (the “Predecessor Fund”) in a reorganization transaction on January 11, 2016. The Fund’s objectives (goals), policies, guidelines and restrictions are substantially the same as those of the Predecessor Fund. Each class of the Fund available in this prospectus was first offered on January 11, 2016.

The bar chart shows the performance of the Fund’s Investor Class shares. The performance figures shown below for Investor Class, Class A, Class C and Advisor Class shares of the Fund reflect the historical performance of the then-existing Institutional Class shares of the Predecessor Fund for periods prior to January 11, 2016. These performance figures have not been adjusted to reflect estimated fees and expenses of Investor Class, Class A, Class C and Advisor Class shares of the Fund, respectively, for periods prior to January 1, 2016, but have been so adjusted for the period between January 1, 2016 and January 10, 2016. If the returns prior to January 1, 2016 had been adjusted, then performance for the share classes could vary from the returns shown based on differences in their fee and expense structures. The Institutional Class shares of the Predecessor Fund commenced operations on December 31, 2014.

Calendar Year Total Returns (%)¹

¹ Investor Class return for the period 1/1/16 through 6/30/16: 0.19%

Best and worst quarterly performance reflected within the bar chart: Q1 2015: 6.60%; Q3 2015: (9.15%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	Since Inception
Investor Class (before taxes)	0.53%	0.53%
Investor Class (after taxes on distributions)¹	0.29%	0.29%
Investor Class (after taxes on distributions and sale of Fund shares)¹	0.43%	0.43%
Class A (before taxes)	(3.71%)	(3.71%)
Class C (before taxes)	(0.47%)	(0.47%)
Advisor Class (before taxes)	0.53%	0.53%
Russell 2500 Index (reflects no deductions for fees, expenses or taxes) (based on December 31, 2014 inception date of the Predecessor Fund)	(2.90%)	(2.90%)

¹ The after-tax returns were previously disclosed for Class A, but are now shown for
Investor Class because Investor Class returns are shown in the bar chart.

The after-tax returns (a) are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; (b) are shown for Investor Class shares only and will vary for other classes; and (c) are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In some instances, the return after taxes on distributions and sale of Fund shares may be greater than the return before taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – Rothschild Asset Management Inc. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
R. Daniel Oshinskie, CFA, Chief Investment Officer, Portfolio Manager	Since 2014*
Joseph Bellantoni, CFA, Managing Director, Portfolio Manager	Since 2014*
Tina Jones, CFA, Managing Director, Portfolio Manager	Since 2014*
Douglas J. Levine, CFA, Managing Director, Portfolio Manager	Since 2014*

*Reflects December 31, 2014 inception date of the Predecessor Fund.

Pacific Funds^SM Small-Cap

Investment Goal

This Fund seeks long-term capital appreciation.

Fees and Expenses of the Fund

The tables that follow describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in Class A shares of eligible Funds of the Trust. More information about these and other discounts is available from your financial professional and in the Overview of the Share Classes section on page 108 in the Fund’s prospectus.

Shareholder Fees (fees paid directly from your investment)


Share Class
	A	C	Advisor	Investor
Maximum Sales Charge (load) imposed on purchases (as a percentage of offering price)	4.25%	None	None	None
Maximum Deferred Sales Charge (load) (as a percentage of the purchase price or redemption price, whichever is less)	None	1.00%	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


Share Class
	A	C	Advisor	Investor
Management Fee	0.85%	0.85%	0.85%	0.85%
Distribution (12b-1) and/or Service Fees	0.25%	1.00%	None	0.25%
Other Expenses	13.99%	13.99%	13.99%	13.99%
Total Annual Fund Operating Expenses	15.09%	15.84%	14.84%	15.09%
Less Expense Reimbursement¹	(13.79%)	(13.79%)	(13.79%)	(13.74%)
Total Annual Fund Operating Expenses after Expense Reimbursement	1.30%	2.05%	1.05%	1.35%

¹ The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.25% for Investor Class shares, and 0.20% for Class A, C and Advisor Class shares through 1/10/2019. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Examples


Your expenses (in dollars) if you SELL your shares at the end of each period.
Share Class
	A	C	Advisor	Investor
1 year	$ 552	$ 308	$ 107	$ 137
3 years	$2,159	$2,010	$1,743	$1,819
5 years	$4,678	$4,688	$4,357	$4,448
10 years	$9,061	$9,220	$8,948	$9,021


Your expenses (in dollars) if you DON’T SELL your shares at the end of each period.
Share Class
	A	C	Advisor	Investor
1 year	$ 552	$ 208	$ 107	$ 137
3 years	$2,159	$2,010	$1,743	$1,819
5 years	$4,678	$4,688	$4,357	$4,448
10 years	$9,061	$9,220	$8,948	$9,021

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Examples, affect the Fund’s performance. For the period between January 11, 2016 to March 31, 2016, the portfolio turnover rate was 27% of the average value of the Fund.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in common stocks and other equity securities of small capitalization U.S. companies. The Fund defines small capitalization companies as companies whose market capitalizations fall within the range of the Russell 2000 Index at the time of purchase. As of March 31, 2016, the market capitalization range of the Russell 2000 Index was approximately $13.6 million to $6.1 billion. As of March 31, 2016, the weighted average market capitalization of the Fund was approximately $2.1 billion. The market capitalization of the companies in the Fund’s portfolio and the Russell 2000 Index changes over time; the Fund will not automatically sell or cease to purchase stock of a company it already owns just because the company’s market capitalization changes.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

Performance

The bar chart and Average Annual Total Returns table below provide some indication of the risk of investing in the Fund by showing changes in the performance of the Fund from year to year and showing how the Fund’s returns compare to a broad-based market index. The Fund acquired the assets of the Rothschild U.S. Small-Cap Core Fund (the “Predecessor Fund”) in a reorganization transaction on January 11, 2016. The Fund’s objectives (goals), policies, guidelines and restrictions are substantially the same as those of the Predecessor Fund. Each class of the Fund available in this prospectus was first offered on January 11, 2016.

The bar chart shows the performance of the Fund’s Investor Class shares. The performance figures shown below for Investor Class, Class A, Class C and Advisor Class shares of the Fund reflect the historical performance of the then-existing Institutional Class shares of the Predecessor Fund for periods prior to January 11, 2016. These performance figures have not been adjusted to reflect estimated fees and expenses of Investor Class, Class A, Class C and Advisor Class shares of the Fund, respectively, for periods prior to January 1, 2016, but have been so adjusted for the period between January 1, 2016 and January 10, 2016. If the returns prior to January 1, 2016 had been adjusted, then performance for the share classes could vary from the returns shown based on differences in their fee and expense structures. The Institutional Class shares of the Predecessor Fund commenced operations on December 31, 2014.

Calendar Year Total Returns (%)¹

¹Investor Class return for the period 1/1/16 through 6/30/16: (0.21%)

Best and worst quarterly performance reflected within the bar chart: Q1 2015: 5.90%; Q3 2015: (10.06%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	Since Inception
Investor Class (before taxes)	(1.55%)	(1.55%)
Investor Class (after taxes on distributions)¹	(1.68%)	(1.68%)
Investor Class (after taxes on distributions and sale of Fund shares)¹	(0.77%)	(0.77%)
Class A (before taxes)	(5.70%)	(5.70%)
Class C (before taxes)	(2.53%)	(2.53%)
Advisor Class (before taxes)	(1.55%)	(1.55%)
Russell 2000 Index (reflects no deductions for fees, expenses or taxes) (based on December 31, 2014 inception date of the Predecessor Fund)	(4.41%)	(4.41%)

¹ The after-tax returns were previously disclosed for Class A, but are now shown for
Investor Class returns are shown in the bar chart.

situation and may differ from those shown. In some instances, the return after taxes on distributions and sale of Fund shares may be greater than the return before taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – Rothschild Asset Management Inc. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Joseph Bellantoni, CFA, Managing Director, Lead Portfolio Manager	Since 2014*
Tina Jones, CFA, Managing Director, Portfolio Manager	Since 2014*
Douglas J. Levine, CFA, Managing Director, Portfolio Manager	Since 2014*
R. Daniel Oshinskie, CFA, Chief Investment Officer, Portfolio Manager	Since 2014*

*Reflects December 31, 2014 inception date of the Predecessor Fund.

Pacific Funds^SM Small-Cap Value

Investment Goal

This Fund seeks long-term capital appreciation.

Fees and Expenses of the Fund

The tables that follow describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in Class A shares of eligible Funds of the Trust. More information about these and other discounts is available from your financial professional and in the Overview of the Share Classes section on page 108 in the Fund’s prospectus.

Shareholder Fees (fees paid directly from your investment)


Share Class
	A	C	Advisor	Investor
Maximum Sales Charge (load) imposed on purchases (as a percentage of offering price)	4.25%	None	None	None
Maximum Deferred Sales Charge (load) (as a percentage of the purchase price or redemption price, whichever is less)	None	1.00%	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


Share Class
	A	C	Advisor	Investor
Management Fee	0.85%	0.85%	0.85%	0.85%
Distribution (12b-1) and/or Service Fees	0.25%	1.00%	None	0.25%
Other Expenses	12.89%	12.89%	12.89%	12.89%
Total Annual Fund Operating Expenses	13.99%	14.74%	13.74%	13.99%
Less Expense Reimbursement¹	(12.69%)	(12.69%)	(12.69%)	(12.64%)
Total Annual Fund Operating Expenses after Expense Reimbursement	1.30%	2.05%	1.05%	1.35%

Examples


Your expenses (in dollars) if you SELL your shares at the end of each period.
Share Class
	A	C	Advisor	Investor
1 year	$ 552	$ 308	$ 107	$ 137
3 years	$2,059	$1,908	$1,638	$1,715
5 years	$4,451	$4,461	$4,116	$4,211
10 years	$8,784	$8,959	$8,648	$8,732


Your expenses (in dollars) if you DON’T SELL your shares at the end of each period.
Share Class
	A	C	Advisor	Investor
1 year	$ 552	$ 208	$ 107	$ 137
3 years	$2,059	$1,908	$1,638	$1,715
5 years	$4,451	$4,461	$4,116	$4,211
10 years	$8,784	$8,959	$8,648	$8,732

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Examples, affect the Fund’s performance. For the period between January 11, 2016 to March 31, 2016, the portfolio turnover rate was 17% of the average value of the Fund.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its assets in common stocks and other equity securities of small capitalization U.S. companies. The Fund defines small capitalization companies as companies whose market capitalizations fall within the range of the Russell 2000 Value Index at the time of purchase, and invests primarily in equity securities of small capitalization value companies as defined by the Russell 2000 Value Index. As of March 31, 2016, the market capitalization range of the Russell 2000 Value Index was approximately $13.6 million to $5.5 billion. As of March 31, 2016, the weighted average market capitalization of the Fund was approximately $1.9 billion. The market capitalization of the companies in the Fund’s portfolio and the Russell 2000 Value Index changes over time; the Fund will not automatically sell or cease to purchase stock of a company it already owns just because the company’s market capitalization changes.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

Performance

The bar chart and Average Annual Total Returns table below provide some indication of the risk of investing in the Fund by showing changes in the performance of the Fund from year to year and showing how the Fund’s returns compare to a broad-based market index. The Fund acquired the assets of the Rothschild U.S. Small-Cap Value Fund (the “Predecessor Fund”) in a reorganization transaction on January 11, 2016. The Fund’s objectives (goals), policies, guidelines and restrictions are substantially the same as those of the Predecessor Fund. Each class of the Fund available in this prospectus was first offered on January 11, 2016.

The bar chart shows the performance of the Fund’s Investor Class shares. The performance figures shown below for Investor Class, Class A, Class C and Advisor Class shares of the Fund reflect the historical performance of the then-existing Institutional Class shares of the Predecessor Fund for periods prior to January 11, 2016. These performance figures have not been adjusted to reflect estimated fees and expenses of Investor Class, Class A, Class C and Advisor Class shares of the Fund, respectively, for periods prior to January 1, 2016, but have been so adjusted for the period between January 1, 2016 and January 10, 2016. If the returns prior to January 1, 2016 had been adjusted, then performance for the share classes could vary from the returns shown based on differences in their fee and expense structures. The Institutional Class shares of the Predecessor Fund commenced operations on December 31, 2014.

Calendar Year Total Returns (%)¹

¹Investor Class return for the period 1/1/16 through 6/30/16: 2.75%

Best and worst quarterly performance reflected within the bar chart: Q1 2015: 3.90%; Q3 2015: (8.11%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	Since Inception
Investor Class (before taxes)	(3.54%)	(3.54%)
Investor Class (after taxes on distributions)¹	(4.30%)	(4.30%)
Investor Class A (after taxes on distributions and sale of Fund shares)¹	(1.81%)	(1.81%)
Class A (before taxes)	(7.61%)	(7.61%)
Class C (before taxes)	(4.49%)	(4.49%)
Advisor Class (before taxes)	(3.54%)	(3.54%)
Russell 2000 Value Index (reflects no deductions for fees, expenses or taxes) (based on December 31, 2014 inception date of the Predecessor Fund)	(7.47%)	(7.47%)

¹ The after-tax returns were previously disclosed for Class A, but are now shown for
Investor Class because Investor Class returns are shown in the bar chart.

The after-tax returns (a) are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; (b) are shown for Investor Class shares only and will vary for other classes; and (c) are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In some instances, the return after taxes on distributions and sale of Fund shares may be greater than the return before taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – Rothschild Asset Management Inc. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Tina Jones, CFA, Managing Director, Lead Portfolio Manager	Since 2014*
Joseph Bellantoni, CFA, Managing Director, Portfolio Manager	Since 2014*
Douglas J. Levine, CFA, Managing Director, Portfolio Manager	Since 2014*
R. Daniel Oshinskie, CFA, Chief Investment Officer, Portfolio Manager	Since 2014*

*Reflects December 31, 2014 inception date of the Predecessor Fund.

Pacific Funds^SM Small-Cap Growth

Investment Goal

This Fund seeks long-term capital appreciation.

Fees and Expenses of the Fund

The tables that follow describe the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $100,000 in Class A shares of eligible Funds of the Trust. More information about these and other discounts is available from your financial professional and in the Overview of the Share Classes section on page 108 in the Fund’s prospectus.

Shareholder Fees (fees paid directly from your investment)


Share Class
	A	C	Advisor	Investor
Maximum Sales Charge (load) imposed on purchases (as a percentage of offering price)	4.25%	None	None	None
Maximum Deferred Sales Charge (load) (as a percentage of the purchase price or redemption price, whichever is less)	None	1.00%	None	None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


Share Class
	A	C	Advisor	Investor
Management Fee	0.85%	0.85%	0.85%	0.85%
Distribution (12b-1) and/or Service Fees	0.25%	1.00%	None	0.25%
Other Expenses	9.73%	9.73%	9.73%	9.73%
Total Annual Fund Operating Expenses	10.83%	11.58%	10.58%	10.83%
Less Expense Reimbursement¹	(9.53%)	(9.53%)	(9.53%)	(9.58%)
Total Annual Fund Operating Expenses after Expense Reimbursement	1.30%	2.05%	1.05%	1.25%

¹ The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.15% for Investor Class shares, and 0.20% for Class A, C and Advisor Class shares through 1/10/2019. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Examples


Your expenses (in dollars) if you SELL your shares at the end of each period.
Share Class
	A	C	Advisor	Investor
1 year	$ 552	$ 308	$ 107	$ 127
3 years	$1,766	$1,609	$1,330	$1,391
5 years	$3,745	$3,754	$3,370	$3,461
10 years	$7,769	$7,996	$7,554	$7,667


Your expenses (in dollars) if you DON’T SELL your shares at the end of each period.
Share Class
	A	C	Advisor	Investor
1 year	$ 552	$ 208	$ 107	$ 127
3 years	$1,766	$1,609	$1,330	$1,391
5 years	$3,745	$3,754	$3,370	$3,461
10 years	$7,769	$7,996	$7,554	$7,667

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Examples, affect the Fund’s performance. For the period between January 11, 2016 to March 31, 2016, the portfolio turnover rate was 7% of the average value of the Fund.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in common stocks and other equity securities of small capitalization U.S. companies. The Fund defines small capitalization companies as companies whose market capitalizations fall within the range of the Russell 2000 Growth Index at the time of purchase, and invests primarily in equity securities of small capitalization growth companies as defined by the Russell 2000 Growth Index. As of March 31, 2016, the market capitalization range of the Russell 2000 Growth Index was approximately $15.3 million to $6.1 billion. As of March 31, 2016, the weighted average market capitalization of the Fund was approximately $2.2 billion. The market capitalization of the companies held in the Fund’s portfolio and the Russell 2000 Growth Index changes over time; the Fund will not automatically sell or cease to purchase stock of a company it already owns just because the company’s market capitalization changes.

The Fund invests in securities that the sub-adviser believes are attractively valued with the potential to exceed investor expectations. The Fund may sell securities that no longer meet the investment criteria of the sub-adviser.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

· Growth Companies Risk: Growth companies have the potential for above-average or rapid growth but may be subject to greater price volatility risk than investments in “undervalued” companies.

· Underlying Fund Risk: Because the Fund serves as an underlying fund of one or more “fund of funds” of the Trust and thus has a significant percentage of its outstanding shares held by such fund of funds, a change in asset allocation by the fund of funds could result in large redemptions out of the Fund, causing potential increases in expenses to the Fund and sale of securities in a short timeframe, both of which could negatively impact performance.

Performance

The bar chart and Average Annual Total Returns table below provide some indication of the risk of investing in the Fund by showing changes in the performance of the Fund from year to year and showing how the Fund’s returns compare to a broad-based market index. The Fund acquired the assets of the Rothschild U.S. Small-Cap Growth Fund (the “Predecessor Fund”) in a reorganization transaction on January 11, 2016. The Fund’s objectives (goals), policies, guidelines and restrictions are substantially the same as those of the Predecessor Fund. Each class of the Fund available in this prospectus was first offered on January 11, 2016.

Calendar Year Total Returns (%)¹

¹Investor Class return for the period 1/1/16 through 6/30/16: (4.86%)

Best and worst quarterly performance reflected within the bar chart: Q4 2015: 6.89%; Q3 2015: (12.51%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	Since Inception
Investor Class (before taxes)	0.90%	0.90%
Investor Class (after taxes on distributions)¹	0.90%	0.90%
Investor Class (after taxes on distributions and sale of Fund shares)¹	0.51%	0.51%
Class A (before taxes)	(3.35%)	(3.35%)
Class C (before taxes)	(0.10%)	(0.10%)
Advisor Class (before taxes)	0.90%	0.90%
Russell 2000 Growth Index (reflects no deductions for fees, expenses or taxes) (based on December 31, 2014 inception date of the Predecessor Fund)	(1.38%)	(1.38%)

¹The after-tax returns were previously disclosed for Class A, but are now shown for
Investor Class because Investor Class returns are shown in the bar chart.

The after-tax returns (a) are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; (b) are shown for Investor Class shares only and will vary for other classes; and (c) are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In some instances, the return after taxes on distributions and sale of Fund shares may be greater than the return before taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – Rothschild Asset Management Inc. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Douglas J. Levine, CFA, Managing Director, Lead Portfolio Manager	Since 2014*
Joseph Bellantoni, CFA, Managing Director, Portfolio Manager	Since 2014*
Tina Jones, CFA, Managing Director, Portfolio Manager	Since 2014*
R. Daniel Oshinskie, CFA, Chief Investment Officer, Portfolio Manager	Since 2014*

*Reflects December 31, 2014 inception date of the Predecessor Fund.

ADDITIONAL SUMMARY INFORMATION

Purchase and Sale of Fund Shares

Once you have established an account, you may generally purchase or redeem (sell) shares of a Fund on any business day by mail (Pacific Funds, P.O. Box 9768, Providence, RI 02940-9768), overnight mail (Pacific Funds, 4400 Computer Drive, Westborough, MA 01581), by telephone by calling customer service at (800) 722-2333 (select Option 2) or by wire or electronic funds transfer. For accounts established through a broker-dealer or other financial intermediary, please contact your financial professional to purchase or redeem shares.

For Class A, Class B and Class C shares, the minimum initial investment is $1,000, and the minimum subsequent investment is $50. There is no minimum initial or subsequent investment for Class R shares because they are generally only available to certain employer-sponsored retirement, savings or benefit plans. For Class I shares, the minimum initial investment is $500,000, with no subsequent investment minimum. Class I shares are only available to eligible investors. There is no minimum initial or subsequent investment for Advisor Class or Investor Class shares because they are generally only available to investors in fee-based advisory programs. Not all classes are available for direct investment for all Funds. Pacific Funds Series Trust (the “Trust” or “Pacific Funds”) reserves the right to waive or change minimum investment amounts, including for certain types of retirement plans. The Trust and Pacific Select Distributors, LLC, the distributor and principal underwriter for the Trust (the “Distributor”), reserve the right to reject any request to buy shares.

Purchase and sale orders are executed at the next net asset value (“NAV”), plus or minus any applicable sales charges, determined after an authorized designee of the Trust receives, or the transfer agent of the Trust receives at its processing location in Westborough, MA, the order in proper form (which may not be the day the request is first received at the P.O. Box for any orders sent to the Trust’s P.O. Box). This may affect the date on which the order is processed.

Tax Information

The Trust’s distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement such as a 401(k) plan or an individual retirement account, distributions from which may be taxable upon withdrawal.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of a Fund through a broker-dealer or other financial intermediary (such as a fund supermarket), the Trust and its related companies may pay the broker-dealer or other financial intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your salesperson to recommend the Fund over another investment. Ask your financial representative or visit your financial intermediary’s website for more information.

ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND PRINCIPAL RISKS

You should consult with your investment professional to determine which Fund may be suited to your financial needs, investment time horizon and risk comfort level. You should periodically review these factors to determine if a change in your investment strategy is needed. The investment adviser to the Trust is Pacific Life Fund Advisors LLC (“PLFA”). Pacific Funds Portfolio Optimization Conservative, Pacific Funds Portfolio Optimization Moderate-Conservative, Pacific Funds Portfolio Optimization Moderate, Pacific Funds Portfolio Optimization Growth and Pacific Funds Portfolio Optimization Aggressive-Growth (together, the “Portfolio Optimization Funds”) and Pacific Funds Diversified Alternatives seek to achieve their investment goals by investing in Class P shares of certain other Funds within the Trust (the “Underlying Funds”). PLFA has retained other portfolio management firms to manage certain Underlying Funds, and manages Pacific Funds Short Duration Income, Pacific Funds Core Income, Pacific Funds Strategic Income, Pacific Funds Floating Rate Income, Pacific Funds Limited Duration High Income and Pacific Funds High Income (together, the “PF Fixed Income Funds”) under the name Pacific Asset Management. Pacific Funds Large-Cap, Pacific Funds Large-Cap Value, Pacific Funds Small/Mid-Cap, Pacific Funds Small-Cap, Pacific Funds Small-Cap Value and Pacific Funds Small-Cap Growth (together, the “PF U.S. Equity Funds”) are sub-advised by Rothschild Asset Management Inc. (“Rothschild”). More information on PLFA and Rothschild can be found in the About Management section of this prospectus. Information about the Underlying Funds is contained in separate prospectuses, which can be obtained as described on the back cover of this prospectus.

Please read these prospectuses carefully before investing or sending money, and keep them for future reference. You should read the complete description of the Funds in this prospectus and be aware that any time you invest, there is a risk of loss of money.

The following provides additional information about the principal investment strategies and principal risks described in the Fund Summaries section at the beginning of this prospectus. This section also provides general investment information that applies to all Funds, unless otherwise noted. For a description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ holdings and about each Fund’s other investment strategies and descriptions of securities, see the Trust’s Statement of Additional Information (“SAI”).

Portfolio Optimization Funds

Investment Goals:

Pacific Funds^SM Portfolio Optimization Conservative seeks current income and preservation of capital.

Pacific Funds^SM Portfolio Optimization Moderate-Conservative seeks current income and moderate growth of capital.

Pacific Funds^SM Portfolio Optimization Moderate seeks long-term growth of capital and low to moderate income.

Pacific Funds^SM Portfolio Optimization Growth seeks moderately high, long-term capital appreciation with low, current income.

Pacific Funds^SM Portfolio Optimization Aggressive-Growth seeks high, long-term capital appreciation.

Principal Investment Strategies

The Portfolio Optimization Funds are each an asset allocation “fund of funds” that seeks to achieve its investment goal by investing primarily in Underlying Funds. Each Fund seeks to optimize returns given a certain level of risk tolerance. Under normal market conditions, each Fund’s exposures to the two broad asset classes of debt and equity are expected to be within the ranges described in its Fund summary.

The theory behind asset allocation is that diversification among asset classes in general can help reduce volatility over the long-term. This assumes that asset classes may not move in tandem and that positive returns in one or more asset classes may help offset negative returns in other asset classes.

PLFA manages and oversees each Fund through a multi-step process that includes:

(1) Asset Allocation/Portfolio Construction. PLFA manages each Fund using an approximate 10-year investment horizon, meaning that its investment decisions are based on a 10-year outlook for the Fund. A Model is developed that seeks to meet the Fund’s investment goal. Within each broad asset class, there are narrower asset class categories which are used to develop the Model. The allocations for the broad asset classes and narrower asset class categories are taken into consideration in developing the Model. The broad equity asset class includes asset class categories such as domestic small-capitalization, mid-capitalization and large-capitalization, growth and value strategies, and international and emerging market equities. The broad debt asset class includes asset class categories such as investment grade bonds, high yield/high risk bonds, bank loans, international debt and emerging market debt.

PLFA may adjust the Fund’s broad asset class allocations to any point within the stated ranges, and/or adjust the asset class category allocations, and/or the allocations to the Underlying Funds, at any time as they deem necessary based on PLFA’s views of market conditions, its outlook for various asset class categories or other factors.

(2) Manager Oversight. Once PLFA has conducted its manager search process and selected the management firms to manage the Underlying Funds, each Manager manages its respective Underlying Fund(s) in its own investment style and acts independently of other Underlying Fund Managers. PLFA monitors and evaluates each Underlying Fund Manager to seek to ensure that the Manager’s investment style and approach continue to be appropriate for the Underlying Fund it manages. PLFA may change the Manager of an Underlying Fund or add a Manager to co-manage an Underlying Fund with the existing Manager with approval from the Board of Trustees, which could impact the Fund.

(3) Investment Risk Management. PLFA monitors and analyzes the risks arising from the investments of the Fund, evaluates the impact of any risk exposures on the Fund’s risk/return objectives and considers adjustments to the Fund’s allocations as a result. PLFA utilizes various risk management tools and resources to assess risks.

Each Fund may invest in “alternative strategies” which typically seek one or more of the following: (1) low to moderate correlation to traditional equity and debt investments; (2) to reduce losses during adverse and volatile market conditions; or (3) to outperform the broad equity or debt markets over a complete market cycle. Alternative strategies used by the Underlying Funds may include, for example, currency strategies, long/short equity strategies, and absolute return strategies. PLFA considers an alternative strategy’s return or other characteristics

in determining whether it belongs to the broad debt or equity asset class. For example, PLFA considers the PF Currency Strategies Fund to be within the broad equity asset class because its volatility is more similar to the volatility of an equity fund than to the volatility of a debt fund.

PLFA may adjust an allocation for a Fund and reallocate the assets of the Fund to more closely align with the new adjusted allocation. This reallocation may take place over a period of time, which is usually not more than 90 days, during which the Fund will deviate from the new adjusted allocation. In addition, actual holdings of a Fund could vary from its desired allocations due to actual cash flows and changes to its Underlying Fund asset values as a result of market movements and portfolio management decisions. Actual allocations may also vary from the desired allocations if a Fund takes a temporary defensive position. If PLFA determines that adverse market, economic, political or other conditions warrant a temporary defensive position for a Fund, the Fund temporarily may invest inconsistent with its principal investment strategies in, partially or extensively, the PF Short Duration Bond Fund or other investments that PLFA determines appropriate for such conditions. If PLFA makes such a determination, these investments could affect the Fund’s performance adversely and the Fund may not achieve its investment goal.

When investing purchase proceeds and meeting redemption requests for a Fund, PLFA may use a methodology to identify assets to be purchased or sold by the Fund that factors in the desired allocations and the current allocations of the Fund. This methodology is intended to help maintain the Fund’s desired allocations, although there is no assurance that the Fund will maintain its desired allocations using this methodology. Each Fund expects to be as fully invested as practical, although it may maintain liquidity reserves to meet redemption requests.

Each Fund may invest a significant portion of its assets in any single Underlying Fund.

As of August 1, 2016, the Underlying Funds in which each of the Portfolio Optimization Funds may invest are:


· Pacific Funds Core Income	· PF Mid-Cap Equity Fund
· Pacific Funds Floating Rate Income	· PF Mid-Cap Growth Fund
· Pacific Funds High Income	· PF Mid-Cap Value Fund
· Pacific Funds Small-Cap Growth	· PF Small-Cap Growth Fund
· PF Floating Rate Loan Fund	· PF Small-Cap Value Fund
· PF Inflation Managed Fund	· PF Emerging Markets Fund
· PF Managed Bond Fund	· PF International Large-Cap Fund
· PF Short Duration Bond Fund	· PF International Small-Cap Fund
· PF Emerging Markets Debt Fund	· PF International Value Fund
· PF Comstock Fund	· PF Real Estate Fund
· PF Growth Fund	· PF Absolute Return Fund
· PF Large-Cap Growth Fund	· PF Currency Strategies Fund
· PF Large-Cap Value Fund	· PF Equity Long/Short Fund
· PF Main Street^{^®} Core Fund	· PF Global Absolute Return Fund

Each of the Portfolio Optimization Funds may invest in any or all of the Underlying Funds, but is not required to invest in every Underlying Fund or in any particular percentage of an Underlying Fund. PLFA has sole discretion in selecting the Underlying Funds for investment and may adjust a Fund’s allocations to the Underlying Fund, including adding or removing Underlying Funds, as it deems appropriate to meet the Fund’s investment goal at any time without shareholder notice.

For information on how to access the actual month-end holdings for the Portfolio Optimization Funds, see Portfolio Holdings Information on the back cover of this prospectus. For information about Underlying Funds other than those described in this prospectus, see the Trust’s Class P prospectus or Class S and Class P prospectus, as applicable, which can be obtained as described on the back cover of this prospectus.

Principal Risks: Each of the Portfolio Optimization Funds is subject to Asset Allocation Fund of Funds Risk and Conflicts of Interest Risk. In addition, the following is a list of the principal risks for each Portfolio Optimization Fund resulting from its respective allocations to the Underlying Funds. The risks listed may be associated with one or more Underlying Funds. The definitions of each risk can be found in the Additional Risk Information subsection.

Pacific Funds^SM Portfolio Optimization Conservative

Principal Risks from Holdings in Underlying Funds:



· Active Management Risk	· Geographic Focus Risk	· Market and Regulatory Risk
· Convertible Securities Risk	· Growth Companies Risk	· Mid-Capitalization Companies Risk
· Credit Risk	· High Yield/High Risk or “Junk”	· Mortgage-Related and Other Asset-
· Currency Risk	Securities Risk	Backed Securities Risk
· Debt Securities Risk	· Inflation-Indexed Debt Securities Risk	· Options Risk
· Derivatives Risk	· Interest Rate Risk	· Price Volatility Risk
· Emerging Markets Risk	· Issuer Risk	· Short Exposure Risk
· Equity Securities Risk	· Large-Capitalization Companies Risk	· Swap Agreements Risk
· Floating Rate Loan Risk	· Leverage Risk	· U.S. Government Securities Risk
· Foreign Markets Risk	· Liquidity Risk	· Value Companies Risk



· Forwards and Futures Contracts Risk

Pacific Funds^SM Portfolio Optimization Moderate-Conservative

Principal Risks from Holdings in Underlying Funds:



· Active Management Risk	· Geographic Focus Risk	· Market and Regulatory Risk
· Convertible Securities Risk	· Growth Companies Risk	· Mid-Capitalization Companies Risk
· Credit Risk	· High Yield/High Risk or “Junk”	· Mortgage-Related and Other Asset-
· Currency Risk	Securities Risk	Backed Securities Risk
· Debt Securities Risk	· Inflation-Indexed Debt Securities Risk	· Options Risk
· Derivatives Risk	· Interest Rate Risk	· Price Volatility Risk
· Emerging Markets Risk	· Issuer Risk	· Short Exposure Risk
· Equity Securities Risk	· Large-Capitalization Companies Risk	· Small-Capitalization Companies Risk
· Foreign Markets Risk	· Leverage Risk	· Swap Agreements Risk
· Forwards and Futures Contracts Risk	· Liquidity Risk	· U.S. Government Securities Risk

Pacific Funds^SM Portfolio Optimization Moderate

Principal Risks from Holdings in Underlying Funds:



· Active Management Risk	· Geographic Focus Risk	· Mid-Capitalization Companies Risk
· Convertible Securities Risk	· Growth Companies Risk	· Mortgage-Related and Other Asset-
· Credit Risk	· High Yield/High Risk or “Junk”	Backed Securities Risk
· Currency Risk	Securities Risk	· Options Risk
· Debt Securities Risk	· Inflation-Indexed Debt Securities Risk	· Price Volatility Risk

· Derivatives Risk	· Interest Rate Risk	· Short Exposure Risk
· Emerging Markets Risk	· Issuer Risk	· Small-Capitalization Companies Risk
· Equity Securities Risk	· Large-Capitalization Companies Risk	· Swap Agreements Risk

· Foreign Markets Risk	· Leverage Risk	· U.S. Government Securities Risk
· Forwards and Futures Contracts Risk	· Liquidity Risk · Market and Regulatory Risk	· Value Companies Risk

Pacific Funds^SM Portfolio Optimization Growth

Principal Risks from Holdings in Underlying Funds:


· Active Management Risk	· Geographic Focus Risk	· Market and Regulatory Risk
· Credit Risk	· Growth Companies Risk	· Mid-Capitalization Companies Risk
· Currency Risk	· High Yield/High Risk or “Junk”	· Options Risk
· Debt Securities Risk	Securities Risk	· Price Volatility Risk
· Derivatives Risk	· Inflation-Indexed Debt Securities Risk	· Short Exposure Risk
· Emerging Markets Risk	· Interest Rate Risk	· Small-Capitalization Companies Risk
· Equity Securities Risk	· Issuer Risk	· Swap Agreements Risk
· Foreign Markets Risk · Forwards and Futures Contracts Risk	· Large-Capitalization Companies Risk · Leverage Risk	· U.S. Government Securities Risk · Value Companies Risk
	· Liquidity Risk

Pacific Funds^SM Portfolio Optimization Aggressive-Growth

Principal Risks from Holdings in Underlying Funds:



· Active Management Risk	· Geographic Focus Risk	· Market and Regulatory Risk
· Currency Risk	· Growth Companies Risk	· Mid-Capitalization Companies Risk
· Derivatives Risk	· Issuer Risk	· Price Volatility Risk

· Emerging Markets Risk	· Large-Capitalization Companies Risk	· Small-Capitalization Companies Risk
· Equity Securities Risk	· Leverage Risk	· Value Companies Risk
· Foreign Markets Risk	· Liquidity Risk

· Forward Commitments Risk

Pacific Funds^SMShort Duration Income

Investment Goal

This Fund seeks current income; capital appreciation is of secondary importance.

Principal Investment Strategies

This Fund invests principally in income producing debt instruments. Under normal circumstances, the Fund will invest at least 70% of its assets in investment grade debt instruments, including corporate debt, asset-backed securities, mortgage-related securities, U.S. government securities and agency securities. U.S. government securities consist of U.S. Treasury securities and securities issued or guaranteed by U.S. government agencies or instrumentalities. The Fund may invest up to 30% of its assets in non-investment grade (high yield/high risk, sometimes called “junk bonds”) debt instruments and floating rate senior loans. Debt securities in which the Fund invests may include those issued by non-U.S. entities denominated in U.S. dollars and are generally in developed markets.

The Fund expects to maintain a weighted average duration within one year (plus or minus) of the Barclays 1-3 Year U.S. Government/Credit Bond Index, although the investments held by the Fund may have short, intermediate and long terms to maturity. Duration is a mathematical measure of the average life of a bond that includes its yield, coupon, final maturity, and call features. Duration is often used to measure a bond’s or fund’s sensitivity to interest rates (i.e., to measure the volatility of a bond’s price relative to a change in interest rates). The longer a fund’s duration, the more sensitive it is to interest rate risk. The shorter a fund’s duration, the less sensitive it is to interest rate risk. Maturity of a debt instrument, however, refers to the specific period of time until final payment (principal and any applicable interest) is due.

Individual investments may be purchased or sold in the event the Manager decides to adjust debt asset class weightings within the portfolio. Individual investment selection is generally based on the Manager’s fundamental research process. Sector allocations are determined based on the Manager’s assessment of risk/return opportunities relative to the Fund’s investment goal and benchmark weightings (Barclays 1-3 Year U.S. Government/Credit Bond Index). The Manager performs a credit analysis on each potential issuer and a relative value analysis on each potential investment. When selecting investments (including non-income producing investments), the Manager may invest in instruments that it believes have the potential for capital appreciation.

Principal Risks:



· Active Management Risk	· Issuer Risk
· Credit Risk	· Liquidity Risk
· Debt Securities Risk	· Market and Regulatory Risk
· Floating Rate Loan Risk	· Mortgage-Related and Other Asset-Backed Securities Risk

· Foreign Markets Risk	· Price Volatility Risk
· High Yield/High Risk or “Junk” Securities Risk	· U.S. Government Securities Risk

· Interest Rate Risk

Pacific Funds^SMCore Income

Investment Goal

This Fund seeks a high level of current income; capital appreciation is of secondary importance.

Principal Investment Strategies

This Fund invests principally in income producing debt instruments. Under normal circumstances, the Fund will invest at least 60% of its assets in investment grade debt instruments, including corporate debt securities, asset-backed securities, mortgage-related securities, U.S. government securities and agency securities. U.S. government securities consist of U.S. Treasury securities and securities issued or guaranteed by U.S. government agencies or instrumentalities. The Fund may invest up to 40% of its assets in non-investment grade (high yield/high risk, sometimes called “junk bonds”) debt instruments and floating rate senior loans. Debt instruments in which the Fund invests may include those issued by non-U.S. entities in developed markets denominated in U.S. dollars. Floating rate loans are those with interest rates which float, adjust or vary periodically based upon a benchmark indicator, a specified adjustment schedule or prevailing interest rates.

The Fund expects to maintain a weighted average duration within two years (plus or minus) of the Barclays U.S. Aggregate Bond Index, although the instruments held may have short, intermediate, and long terms to maturity. Duration is a mathematical measure of the average life of a bond that includes its yield, coupon, final maturity, and call features. Duration is often used to measure a bond’s sensitivity to interest rates (i.e., to measure the volatility of a bond’s price relative to a change in interest rates). The longer a fund’s duration, the more sensitive it is to interest rate risk. The shorter a fund’s duration, the less sensitive it is to interest rate risk. The duration of the Barclays U.S. Aggregate Bond Index was 5.50 years as of March 31, 2016.

Principal Risks:


· Active Management Risk	· Issuer Risk
· Credit Risk	· Liquidity Risk
· Debt Securities Risk	· Market and Regulatory Risk

· Floating Rate Loan Risk	· Mortgage-Related and Other Asset-Backed Securities Risk
· Foreign Markets Risk	· Price Volatility Risk
· High Yield/High Risk or “Junk” Securities Risk	· Underlying Fund Risk
· Interest Rate Risk	· U.S. Government Securities Risk

Pacific Funds^SMStrategic Income

Investment Goal

This Fund seeks a high level of current income. The Fund may also seek capital appreciation.

Principal Investment Strategies

This Fund invests principally in income producing debt instruments. Under normal circumstances, the Fund will invest up to 70% of its assets in non-investment grade (high yield/high risk, sometimes called “junk bonds”) debt instruments and floating rate loans. The Fund may invest up to 65% of its assets in investment grade debt instruments, including corporate debt securities, asset-backed securities, mortgage-related securities, U.S. government securities and agency securities. U.S. government securities consist of U.S. Treasury securities and securities issued or guaranteed by U.S. government agencies or instrumentalities. Debt instruments in which the Fund invests may include those issued by non-U.S. entities in developed markets denominated in U.S. dollars.

The Fund’s weighted average duration is expected to be within a range of one to seven years. Duration is a mathematical measure of the average life of a bond that includes its yield, coupon, final maturity, and call features. Duration is often used to measure a bond’s or fund’s sensitivity to interest rates (i.e., to measure the volatility of a bond’s price relative to a change in interest rates). The longer a fund’s duration, the more sensitive it is to interest rate risk. The shorter a fund’s duration, the less sensitive it is to interest rate risk.

Individual investments may be purchased or sold in the event the Manager decides to adjust debt asset class weightings within the portfolio.

Principal Risks:


· Active Management Risk	· High Yield/High Risk or “Junk” Securities Risk
· Convertible Securities Risk	· Interest Rate Risk
· Credit Risk	· Issuer Risk
· Currency Risk	· Liquidity Risk
· Debt Securities Risk	· Market and Regulatory Risk

· Equity Securities Risk	· Mortgage-Related and Other Asset-Backed Securities Risk
· Floating Rate Loan Risk	· Price Volatility Risk
· Foreign Markets Risk	· U.S. Government Securities Risk

Pacific Funds^SMFloating Rate Income

Investment Goal

This Fund seeks a high level of current income.

Principal Investment Strategies

This Fund invests principally in income producing floating rate loans and floating rate debt securities. Under normal circumstances, this Fund invests at least 80% of its assets in floating rate loans and floating rate debt securities. Floating rate loans and floating rate debt securities are those with interest rates which float, adjust or vary periodically based upon a benchmark indicator, a specified adjustment schedule or prevailing interest rates. Floating rate loans and floating rate debt securities in which the Fund invests consist of senior secured and unsecured floating rate loans, secured and unsecured second lien floating rate loans, and floating rate debt securities of domestic and foreign issuers. Senior floating rate loans and some floating rate debt securities are debt instruments that may have a right to payment that is senior to most other debts of the borrowers. Second lien loans are generally second in line in terms of repayment priority with respect to the pledged collateral. Borrowers may include corporations, partnerships and other entities that operate in a variety of industries and geographic regions. Floating rate loans are generally arranged through private negotiations between a borrower and several financial institutions represented, in each case, by one or more lenders acting as agent of the other lenders. On behalf of the lenders, the agent is primarily responsible for negotiating the loan agreement that establishes the terms and conditions of the loans and the rights and obligations of the borrowers and lenders. Floating rate loans and floating rate debt securities generally pay interest at rates that are periodically redetermined by reference to a base lending rate plus a premium. Generally, secured floating rate loans are secured by specific assets of the borrower.

The Fund may invest up to 25% of its assets in U.S. dollar denominated foreign investments, principally in developed markets.

Individual investment selection is based on the Manager’s fundamental research process and an assessment of the investment’s relative value. The Manager performs a credit analysis on each potential investment. An investment is generally sold when the issue has realized its price appreciation target, the issue no longer offers relative value, or an adverse change in corporate or sector fundamentals has occurred.

If the Manager determines that market conditions temporarily warrant a defensive investment policy, the Fund may (but is not required to) invest, subject to its ability to liquidate its senior loans, up to 100% of its assets in high quality, short-term debt instruments, including U.S. Treasuries, money market instruments, repurchase agreements with maturities of seven days or less, and cash equivalents.

Principal Risks:


· Active Management Risk	· Interest Rate Risk
· Credit Risk	· Issuer Risk
· Debt Securities Risk	· Liquidity Risk
· Floating Rate Loan Risk	· Market and Regulatory Risk
· Foreign Markets Risk	· Price Volatility Risk
· High Yield/High Risk or “Junk” Securities Risk	· Underlying Fund Risk

Pacific Funds^SMLimited Duration High Income

Investment Goal

This Fund seeks a high level of current income.

Principal Investment Strategies

This Fund invests principally in income producing debt instruments. Under normal circumstances, the Fund invests principally in non-investment grade (high yield/high risk, sometimes called “junk bonds”) debt instruments of any credit quality and floating rate loans. The Fund’s non-investment grade debt instruments may include those that are stressed, distressed or in default. The Fund may also invest up to 40% of its assets in investment grade debt instruments, including corporate debt securities, asset-backed securities, mortgage-related securities, U.S. government securities and agency securities. U.S. government securities consist of U.S. Treasury securities and securities issued or guaranteed by U.S. government agencies or instrumentalities. The Fund expects to maintain a weighted average duration between zero and three years, although the investments held by the Fund may have short, intermediate and long terms to maturity. Duration is a mathematical measure of the average life of a bond that includes its yield, coupon, final maturity, and call features. Duration is often used to measure a bond’s or fund’s sensitivity to interest rates (i.e., to measure the volatility of a bond’s price relative to a change in interest rates). The longer a fund’s duration, the more sensitive it is to interest rate risk. The shorter a fund’s duration, the less sensitive it is to interest rate risk. Maturity of a debt instrument, however, refers to the specific period of time until final payment (principal and any applicable interest) is due. Debt instruments in which the Fund invests may include those issued by non-U.S. entities in developed markets denominated in U.S. dollars. The Fund may invest in secured and unsecured debt instruments.

Individual investment selection is generally based on the Manager’s fundamental research process. Sector allocations are determined based on the Manager’s assessment of risk/return opportunities relative to the Fund’s investment goal. The Manager performs a credit analysis on each potential issuer and a relative value analysis on each potential investment. When selecting investments (including non-income producing investments), the Manager may consider the investment’s potential for capital appreciation.

Principal Risks:



· Active Management Risk	· Issuer Risk
· Credit Risk	· Liquidity Risk
· Debt Securities Risk	· Market and Regulatory Risk
· Floating Rate Loan Risk	· Mortgage-Related and Other Asset-Backed Securities Risk

· Foreign Markets Risk	· Price Volatility Risk
· High Yield/High Risk or “Junk” Securities Risk	· U.S. Government Securities Risk

· Interest Rate Risk

Pacific Funds^SMHigh Income

Investment Goal

This Fund seeks a high level of current income.

Principal Investment Strategies

Individual investment selection is generally based on the Manager’s fundamental research process. Sector allocations are determined based on the Manager’s assessment of risk/return opportunities relative to the Fund’s investment goal and benchmark weightings (Barclays U.S. High-Yield 2% Issuer Capped Bond Index). The Manager performs a credit analysis on each potential issuer and a relative value analysis on each potential investment.

Principal Risks:


· Active Management Risk	· Interest Rate Risk
· Credit Risk	· Issuer Risk
· Debt Securities Risk	· Liquidity Risk
· Floating Rate Loan Risk	· Market and Regulatory Risk
· Foreign Markets Risk	· Price Volatility Risk
· High Yield/High Risk or “Junk” Securities Risk	· Underlying Fund Risk

Pacific Funds^SMDiversified Alternatives

Investment Goal

This Fund seeks to provide total return.

Principal Investment Strategies

This Fund is a “fund of funds” that seeks to achieve its investment goal by investing in certain Underlying Funds. The Fund seeks to maintain a low to moderate correlation of its returns with the returns of traditional equity and fixed income asset classes over long-term periods by gaining exposure to a number of non-traditional asset classes and alternative investment strategies through its investments in the Underlying Funds. The low to moderate correlation that the Fund seeks to maintain means that the Fund’s returns are intended not to have a strong direct relationship (up or down) to movements in the traditional equity and fixed income asset classes, although there are expected to be some related movements. Thus, the Fund may complement and/or serve to further diversify an investor’s portfolio of traditional equity and fixed income investments. Although the performance of the Fund is generally expected to have low to moderate correlation with the performance of traditional equity and fixed income asset classes over long-term periods, Pacific Life Fund Advisors LLC (“PLFA”), the investment adviser to the Fund, may make investment decisions that result in the Fund having a higher correlation with the performance of traditional asset classes over short- or long-term periods.

Through its investments in the Underlying Funds, the Fund seeks exposure to non-traditional asset classes and alternative investment strategies that have one or more of the following characteristics:

· Alpha-Seeking Strategies - strategies or investments that seek to outperform the broad equity and/or fixed income markets on a risk-adjusted basis over a complete market cycle.

· Downside Protection Strategies - strategies or investments that seek to reduce Fund losses during adverse and volatile market conditions (together, “the “Alternative Asset Classes and Strategies”).

PLFA manages and oversees the Fund through a multi-step process that includes:

Asset Classes and Strategies to traditional broad U.S. equity and fixed income asset classes, the potential of an Alternative Asset Class and Strategy to gain long-term returns for the Fund, and the potential of an Alternative Asset Class and Strategy to reduce Fund losses during periods of market volatility. While PLFA will use these main factors when making investment decisions for the Fund, it may give greater weight to one factor over another, at its discretion, depending upon market conditions and the particular investment.

PLFA then determines the amount of the Fund’s assets to invest in each Underlying Fund in order to obtain the Alternative Asset Class and Strategy exposures designated by the Model for the Fund.

After the Model is developed, PLFA may make adjustments to the allocations based on PLFA’s view of market conditions or its view that the characteristics of an Alternative Asset Class and Strategy or Underlying Fund is changing (such as increasing correlations of a non-traditional asset class to U.S. equity or fixed income markets).

The Fund is expected to be as fully invested as practical, although it may maintain liquidity reserves to meet redemption requests or to take a temporary defensive investment position if PLFA determines market conditions warrant.

The Fund may invest a significant portion of its assets in any single Underlying Fund. As of August 1, 2016, the Underlying Funds in which the Fund may invest are:


· PF Currency Strategies Fund	· PF Real Estate Fund
· PF Emerging Markets Debt Fund	· PF Absolute Return Fund
· Pacific Funds Floating Rate Income	· PF Emerging Markets Fund
· PF Global Absolute Return Fund	· PF Equity Long/Short Fund
· PF Inflation Managed Fund	· PF International Small-Cap Fund

The Fund may invest in any or all of the Underlying Funds, but is not required to invest in every Underlying Fund or in any particular percentage of an Underlying Fund. PLFA has sole discretion in selecting the Underlying Funds for investment and may adjust the Fund’s allocations to the Underlying Funds, including adding or removing Underlying Funds, as it deems appropriate to meet the Fund’s investment goal at any time without shareholder notice.

For information on how to access the actual month-end holdings for the Fund, see Portfolio Holdings Information on the back cover of this prospectus. For more information about Underlying Funds other than those described in this prospectus, see the Trust’s Class P prospectus, which can be obtained as described on the back cover of this prospectus.

Principal Risks: The Fund is subject to Asset Allocation Fund of Funds Risk and Conflicts of Interest Risk. In addition, the following is a list of the principal risks for the Fund resulting from its allocations to the Underlying Funds. The risks listed may be associated with one or more Underlying Funds. The definitions of each risk can be found in the Additional Risk Information subsection.

Principal Risks from Holdings in Underlying Funds:



· Active Management Risk	· High Yield/High Risk or “Junk”	· Model and Data Risk
· Convertible Securities Risk	Securities Risk	· Momentum Style Risk
· Correlation Risk	· Inflation-Indexed Debt Securities Risk	· Non-Diversification Risk
· Credit Risk	· Interest Rate Risk	· Options Risk
· Currency Risk	· Investment in Money Market Funds Risk	· Price Volatility Risk
· Debt Securities Risk	· Issuer Risk	· Short Exposure Risk
· Derivatives Risk	· Large-Capitalization Companies Risk	· Short Sale Risk
· Emerging Markets Risk	· Leverage Risk	· Small-Capitalization Companies Risk
· Equity Securities Risk · Foreign Markets Risk	· Liquidity Risk · Market and Regulatory Risk	· Swap Agreements Risk · U.S. Government Securities Risk
· Forwards and Futures Contracts Risk	· Mid-Capitalization Companies Risk	· Value Companies Risk
· Geographic Focus Risk

Pacific Funds^SMLarge-Cap

Investment Goal

This Fund seeks long-term capital appreciation.

Principal Investment Strategies

The Fund invests in securities that the Fund’s sub-adviser believes are attractively valued with the potential to exceed investor expectations. The team analyzes a variety of quantitative and fundamental inputs in making stock decisions, and the team seeks to build a portfolio that is well diversified at the issuer level and by economic sector. The Fund may sell securities that no longer meet the investment criteria of the portfolio management team.

Principal Risks:


· Active Management Risk	· Large-Capitalization Companies Risk
· Equity Securities Risk	· Market and Regulatory Risk
· Issuer Risk	· Price Volatility Risk

Pacific Funds^SMLarge-Cap Value

Investment Goal

This Fund seeks long-term capital appreciation.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in common stocks and other equity securities of large capitalization U.S. companies. The Fund defines a large-capitalization company as one whose market capitalization falls within the range of the Russell 1000 Value Index at the time of purchase, and invests primarily in equity securities of large-capitalization value companies as defined by the Russell 1000 Value Index. As of March 31, 2016, the market capitalization range of the Russell 1000 Value Index was approximately $169.3 million to $446.8 billion. As of March 31, 2016, the weighted average market capitalization of the Fund was approximately $124.2 billion. The market capitalization of the companies in the Fund’s portfolio and the Russell 1000 Value Index changes over time; the Fund will not automatically sell or cease to purchase stock of a company it already owns just because the company’s market capitalization changes. The Fund is actively managed and securities may be traded frequently, which may lead to high portfolio turnover.

The Fund invests in securities that the Fund’s sub-adviser believes are attractively valued with the potential to exceed investor expectations. The team analyzes a variety of quantitative and fundamental inputs in making stock decisions, and the team seeks to build a portfolio that is well diversified at the issuer level and by economic sector. The Fund will sell securities that no longer meet the investment criteria of the portfolio management team.

Principal Risks:


· Active Management Risk	· Market and Regulatory Risk
· Equity Securities Risk	· Price Volatility Risk
· Issuer Risk	· Value Companies Risk
· Large-Capitalization Companies Risk

Pacific Funds^SMSmall/Mid-Cap

Investment Goal

This Fund seeks long-term capital appreciation.

Principal Investment Strategies

Principal Risks:


· Active Management Risk	· Market and Regulatory Risk

· Equity Securities Risk

· Mid-Capitalization Companies Risk

· Issuer Risk

· Liquidity Risk

· Price Volatility Risk

· Small-Capitalization Companies Risk

Pacific Funds^SMSmall-Cap

Investment Goal

This Fund seeks long-term capital appreciation.

Principal Investment Strategies

Principal Risks:


· Active Management Risk	· Market and Regulatory Risk
· Equity Securities Risk	· Price Volatility Risk
· Issuer Risk	· Small-Capitalization Companies Risk
· Liquidity Risk

Pacific Funds^SMSmall-Cap Value

Investment Goal

This Fund seeks long-term capital appreciation.

Principal Investment Strategies

Principal Risks:


· Active Management Risk	· Market and Regulatory Risk
· Equity Securities Risk	· Price Volatility Risk
· Issuer Risk · Liquidity Risk	· Small-Capitalization Companies Risk · Value Companies Risk

Pacific Funds^SMSmall-Cap Growth

Investment Goal

This Fund seeks long-term capital appreciation.

Principal Investment Strategies

approximately $2.2 billion. The market capitalization of the companies held in the Fund’s portfolio and the Russell 2000 Growth Index changes over time; the Fund will not automatically sell or cease to purchase stock of a company it already owns just because the company’s market capitalization changes.

The Fund invests in securities that the sub-adviser believes are attractively valued with the potential to exceed investor expectations. The team analyzes a variety of quantitative and fundamental inputs in making stock decisions, and the team seeks to build a portfolio that is well diversified at the issuer level and by economic sector. The Fund may sell securities that no longer meet the investment criteria of the sub-adviser.

Principal Risks:



· Active Management Risk	· Market and Regulatory Risk
· Equity Securities Risk	· Price Volatility Risk
· Growth Companies Risk	· Small-Capitalization Companies Risk
· Issuer Risk	· Underlying Fund Risk
· Liquidity Risk

General Investment Information

Each Fund is subject to regulation under the Investment Company Act of 1940, as amended (“1940 Act”) and is classified as diversified under the 1940 Act unless otherwise noted. Each Fund intends to qualify as a regulated investment company under the Internal Revenue Code of 1986 (“IRC”). Except for the PF U.S. Equity Funds, the PF Fixed Income Funds and Pacific Funds Diversified Alternatives, a Fund’s stated investment goal is fundamental and cannot be changed without shareholder approval. Unless a particular investment policy is identified as fundamental in the SAI, the Trust’s board of trustees (“Board”) may change investment policies of a Fund without shareholder approval. Generally, there are changes to a Fund’s investment policies when an existing Manager is replaced, to reflect the new Manager’s investment style and practices.

A Fund may have investment policies on the amount that it can invest in certain kinds of securities, certain countries or certain ratings or capitalizations of securities. These investment policies apply at the time the investment is made so a Fund generally may continue to hold positions which met the investment policies at the time of investment but subsequently do not meet such policies. For example, if a Fund purchased an amount of illiquid investments which was less than the limit on such investments and that percentage subsequently changed due to fluctuations in value, redemptions, or for reasons other than a new purchase, the Fund may continue to hold such investments and PLFA and/or the Manager(s) will determine what investments should be sold or what other appropriate course of action should be taken to maintain adequate liquidity for the Fund. Once the value of a Fund’s illiquid investments equals or exceeds the percentage limit that the Fund may hold in illiquid investments, that Fund may not make any additional purchases of illiquid investments. Additionally, a Fund may continue to invest in investments that move outside such policies for reasons such as dividend reinvestments or corporate actions. A company’s “capitalization” is a measure of its size. Capitalization is calculated by multiplying the current share price by the number of shares outstanding. Since companies’ market capitalizations fluctuate due to price volatility, capitalization ranges of the indices used to determine eligibility may be affected. Therefore, the capitalization ranges may be modified from time to time. Capitalization is determined at time of investment. Accordingly, a Fund which invests principally in the securities of small-capitalization companies may continue to hold those securities even if they become mid-capitalization companies. Similarly, a Fund which invests principally in securities of mid-capitalization companies may continue to hold those securities even if they become large-capitalization companies. Conversely, a Fund which invests principally in the securities of large-capitalization companies may continue to hold those securities even if they become mid-capitalization companies. Many of the benchmark indices that are used to give you an idea of the capitalization range for the size of companies that a Fund may invest in are periodically reconstituted by the index provider. When this is done, it is possible that a Fund may hold a significant number of holdings with capitalizations that are no longer within the capitalization range of the reconstituted index.

Some investment policies are in place due to the name of the particular Fund (“Name Test Policy”). The PF U.S. Equity Funds and Pacific Funds Floating Rate Income are subject to the Name Test Policy. The Name Test Policy also applies at the time the Fund invests its assets and under normal circumstances, for example, a new Fund will be expected to comply with the Name Test Policy within six months after commencing operations. The Name Test Policy is applied to a Fund’s net assets, plus the amount of any borrowings for investment purposes. A Fund may not change its Name Test Policy, if applicable, without notifying shareholders 60 days prior to the change. Other than for the Name Test Policy, if net assets are not specified, then percentage limits refer to total assets. Total assets are equal to the value of securities owned, cash, receivables, and other assets before deducting liabilities.

Duration is a mathematical measure of a Fund’s or security’s price sensitivity to changes in interest rates. Each year of duration represents an expected 1% change in the net asset value of a Fund or security for every 1% change in interest rates. So the longer a Fund’s or security’s duration, the more sensitive it will be to changes in interest rates. As such, a Fund with a long average duration (generally above 10 years) or intermediate average duration (generally between 3 and 10 years) will be more sensitive to changes in interest rates than a Fund with a short average duration (generally less than 3 years). For example, if a Fund has a weighted average duration of 5 years, its net asset value would be expected to fall about 5% when interest rates rise by 1%. Duration is not necessarily equal to maturity. The maturity of a security, another commonly used measure of price sensitivity, measures only the time until final payment is due, whereas duration factors in the pattern of all payments of interest and principal over time, including how these payments are affected by prepayments and by changes in interest rates, as well as the time until an interest rate is reset (in the case of floating rate securities).

All Funds may engage in active and frequent trading which could result in higher trading costs and reduce performance, and may also increase a Fund’s realized capital gains or losses, which may affect the taxes you pay as a Fund shareholder. Some of these Funds may be used in asset allocation models for the Portfolio Optimization Funds and Pacific Funds Diversified Alternatives. Changes to the target

allocations or rebalancing of a fund of funds of the Trust that invests in the Funds can result in the transfer of assets from one Fund to another. To implement any allocation changes for fund of funds (including periodic rebalancing, changes in Managers or their investment personnel, and reorganizations of Funds), the Funds may use or increase their use of derivatives, such as futures contracts, to obtain exposure to desired investments, subjecting these Funds to derivatives risk and leverage risk. Asset Allocation changes may result in the purchase and sale of Fund securities, which can increase portfolio turnover and trading costs, potentially reducing a Fund’s performance. The portfolio turnover rate excludes the purchase and sale of certain investments such as most derivative instruments, investments made on shorter-term basis or instruments with a maturity of one year or less at the time of investment. Accordingly, a Fund that uses such instruments may have a higher portfolio turnover rate than as disclosed in its Fund summary. During the past fiscal year, none of the Funds in this prospectus engaged in active and frequent trading (over 100% turnover of portfolio securities). High portfolio turnover rates may cause the Fund to incur higher levels of brokerage fees and commissions, which may reduce performance, and may cause higher levels of current tax liability to shareholders in the Fund.

Each Fund may be impacted by illiquid investments from time to time, depending upon market conditions and events. An investment, even one that is generally very liquid, may become less liquid or illiquid. Liquidity risk is discussed below. For those Funds which are likely to invest more than 10% of their assets in securities or other holdings which are most susceptible to becoming illiquid, such liquidity risk is noted for that Fund in the Fund Summaries section. All Funds may hold some cash for liquidity purposes.

Unless otherwise noted, the Managers may make decisions or shift assets in a way that causes a Fund not to achieve its investment goal or otherwise deviate from its disclosed principal investment strategies. For example, a Fund may take temporary defensive positions that are inconsistent with its investment strategies if the Manager believes adverse market economic, political or other conditions make it appropriate to try to protect the Fund from potential loss, for redemptions, at start-up of a Fund, or other reasons. In such cases, a Fund (including a Fund with international holdings) may temporarily invest (partially or extensively) in U.S. government securities, high quality corporate debt securities/debt obligations, mortgage-related and asset-backed securities or money market instruments (short-term high quality instruments) and/or cash equivalents (overnight investments). In addition, a Fund may invest cash balances in such instruments at any time. Likewise, a Fund that invests principally in small- to mid-capitalization companies may shift to preferred stocks and larger-capitalization stocks. These shifts may alter the risk/return characteristics of a Fund and cause a Fund to miss investment opportunities and not to achieve its investment goal. Defensive positions could detract from investment performance in a period of rising market prices, but may reduce the severity of losses in a period of falling market prices and provide liquidity for making additional investments or for meeting redemptions. Furthermore, investment decisions may not anticipate market trends successfully. For example, a Fund investing heavily in common stocks during a stock market decline may fail to preserve capital. Conversely, investing heavily in debt securities during a period of stock market appreciation may result in lower total return.

Performance of a Fund will vary – performance is affected by changes in the economy and financial markets. The value of a Fund changes as the values of its investments go up or down. The value of your shares will fluctuate, and when redeemed, may be worth more or less than the original cost. The timing of your investment may also affect performance.

Additional Risk Information

Risk is the chance that you’ll lose money on an investment, or that it will not earn as much as you would expect. Every Fund has some degree of risk depending on its investments and strategies. The Cybersecurity, Increase in Expenses, Investment Style, Natural Disasters, Redemption and Sector Risks described in this section apply to all Funds.

· Active Management Risk: A Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact a Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal. A Manager’s investment strategies are also discretionary and there can be no assurance that a Manager’s investment strategies will be advantageous for a Fund. From time to time, a Manager’s (and/or its affiliates’) activities may be limited because of regulatory restrictions and/or their own internal policies or market, liquidity or other issues which may limit the investment opportunities for a Fund managed by such firm. Money market instruments or short-term debt securities held for cash management or defensive investing purposes can fluctuate in value. Like other debt securities, they are subject to risk, including market and regulatory, interest rate and credit risk. Uninvested cash will be subject to the credit risk of the depositary institution holding the cash, in which case it is possible that no income would be earned on the cash and yield would go down. If significant assets are used for cash management or defensive investing purposes, investment goals may not be met.

· Asset Allocation Fund of Funds Risk: As a fund of funds, a Fund is exposed to the same risks as the Underlying Funds in which it invests in direct proportion to its allocations to those Underlying Funds. Although the theory behind asset allocation is that diversification among asset classes in general can help reduce volatility over the long term, this theory assumes that asset classes do not move in tandem and that positive returns in one asset class will help offset negative returns in another asset class. You still may lose money if this theory proves incorrect and/or experience price volatility risk. Because an Underlying Fund’s investments can change due to market movements, the Underlying Fund Manager’s investment decisions or other factors, PLFA estimates each Underlying Fund’s investment exposures to determine a Fund’s allocations to the Underlying Fund. As a result, a Fund’s actual allocation to an Underlying Fund, as applicable, may deviate from the intended allocation, which could result in the Fund’s risk/return target not being met. Performance of and assumptions about asset classes and Underlying Funds may also diverge from historical performance and assumptions used to develop the allocations in light of actual market conditions. There is a risk that you could achieve better returns by investing in an individual fund or funds representing a single broad asset class or asset class category rather than investing in a fund of funds.

· Conflicts of Interest Risk: PLFA is subject to competing interests that have the potential to influence its decision-making with regard to the selection of Underlying Funds for a fund of funds of the Trust. For example, one Underlying Fund may be managed by PLFA’s Pacific Asset Management unit (“PAM”) or an affiliate or may provide a higher management fee or result in greater profitability to PLFA than another Underlying Fund, which may provide PLFA with incentive to use that Fund as an Underlying Fund. Likewise, the impact of any fee waivers or expense reimbursements may provide an incentive to allocate assets to Underlying Funds that reduce the waiver or reimbursement obligations of PLFA. In addition, PLFA may believe that certain Underlying Funds may benefit from additional assets or could be harmed by redemptions, which may provide PLFA with an incentive to direct assets to those Underlying Funds. As investment adviser to the Funds, PLFA has duties to each Fund and its shareholders and at times there may be some conflicts between the interests of the direct shareholders of an Underlying Fund of the Trust and shareholders of a fund of funds of the Trust. PLFA seeks to identify and address any potential conflicts in a manner that is fair for the Underlying Funds, the fund of funds and the shareholders of the fund of funds and the Underlying Funds. PLFA has adopted a policy under which investment decisions for a fund of funds of the Trust must be made in the best interests of the fund of funds and its shareholders, and PLFA may take into account the interests of an Underlying Fund and its shareholders when making investment decisions for the fund of funds.

PLFA is also subject to competing interests in making recommendations regarding Managers of the Underlying Funds in which a fund of funds of the Trust may invest. With respect to retaining new Managers for Underlying Funds, if PAM or another PLFA affiliate has investment advisory capabilities in investment strategies used or to be used by an Underlying Fund, then PLFA may be influenced to recommend PAM or its affiliate as Manager of that Underlying Fund. With respect to Underlying Funds already managed by PAM or another PLFA affiliate, these competing interests may influence PLFA with regard to remedial measures that it might recommend in the event such a Fund was underperforming. For example, in the case of an underperforming Underlying Fund managed by PAM, PLFA may be influenced to recommend the pursuit of remedial measures other than replacement of its affiliate as a Manager of the Fund and to pursue such remedial measures for a longer period of time than might be the case if the Underlying Fund were managed by an unaffiliated Manager.

PLFA provides asset allocation advisory services to various mutual funds. Although some of the Funds may have names or investment goals that resemble other Funds managed by PLFA, they will not have the same allocation percentages, underlying holdings or performance.

· Convertible Securities Risk: Convertible securities are generally subject to the risks of stocks when the underlying stock price is high relative to the conversion price (because the conversion feature is more valuable) and to the risks of debt securities when the underlying stock price is low relative to the conversion price (because the conversion feature is less valuable). Convertible securities are also generally subject to credit risk, as they tend to be of lower credit quality, and interest rate risk, though they generally are not as sensitive to interest rate changes as conventional debt securities. A convertible security’s value also tends to increase and decrease with the underlying stock and typically has less potential for gain or loss than the underlying stock. These risks are heightened for contingent convertible securities (“CoCos”), a type of convertible security, because CoCos have features that may result in their conversion into common stock, a write-down of their principal or regulatory intervention. In certain circumstances, a Fund may lose the entire value of its investment in a CoCo, even if the issuer remains a going concern. In addition, CoCos have fully discretionary coupons, which means that their coupons can potentially be deferred or cancelled at the issuer’s discretion, and may be subject to redemption at the option of the issuer at a predetermined price.

· Correlation Risk: A Fund that represents an alternative or non-traditional investment strategy may have low to moderate correlation with the performance of traditional equity and debt investments over long-term periods; however, its actual performance may be correlated with traditional equity and debt investments over short- or long-term periods. Should there be periods when performance is correlated, any intended diversification effect of including such alternative or non-traditional Fund as part of an asset allocation strategy may not be achieved, which may result in increased volatility in the asset allocation strategy.

· Credit Risk: An issuer or guarantor of a debt instrument might be unable or unwilling to meet its financial obligations and might not make interest or principal payments on an instrument when those payments are due (“default”). Defaults may potentially reduce a Fund’s income or ability to recover amounts due and may reduce the value of the debt instrument, sometimes dramatically. The credit quality of securities can change rapidly in certain market environments, particularly during volatile markets or periods of economic uncertainty or downturn, and the default of a single holding could cause significant net asset value (“NAV”) deterioration. A debt security’s issuer (or a borrower or counterparty to a repurchase agreement or reverse repurchase agreement) may not be able to meet its financial obligations (e.g., may not be able to make principal and/or interest payments when they are due or otherwise default on other financial terms) and/or may go bankrupt. This is also sometimes described as counterparty risk.

Even though certain securities (such as loans) may be collateralized, there is no assurance that the liquidation of any collateral would satisfy interest and/or principal payments due to a Fund on such securities, or that such collateral could be easily liquidated in the event of a default. Such collateral may be difficult to identify and/or value, and if the value of the underlying collateral depreciates, recovery upon default may be difficult to realize. A Fund’s debt investments (also known as debt securities, debt obligations and debt instruments) may range in quality from those rated in the lowest category in which it is permitted to invest to those rated in the highest category by a rating agency, or, if unrated, determined by the Manager to be of comparable quality. High Quality Debt Instruments are those rated in one of the two highest rating categories (the highest category for commercial paper) or if unrated, are of comparable quality as determined by the Manager. Investment Grade Debt Instruments are those rated in one of the four highest rating categories or, if unrated, deemed comparable by the Manager. Non-investment Grade (High Yield/High Risk) Debt Instruments (sometimes called “junk bonds”) are those rated lower than Baa by Moody’s, BBB by S&P or Fitch and comparable securities. They are considered predominantly speculative

and are more likely to default with respect to the issuer’s ability to repay principal and interest than higher rated securities. Ratings of CCC for Fitch, or Caa for Moody’s, indicate a current vulnerability for default. Ratings below those levels indicate a higher vulnerability to default or default itself. Ratings of CCC to C for S&P indicate different degrees of vulnerability to default. A rating of D for S&P indicates that the security has defaulted.

Ratings are provided by credit rating agencies which specialize in evaluating credit risk, but there is no guarantee that a highly rated debt instrument will not default or be downgraded. Each agency applies its own methodology in measuring creditworthiness and uses a specific rating scale to publish its ratings opinions. Ratings tables for three of the most commonly used Nationally Recognized Statistical Rating Organizations (“Rating Agencies”) and each of their categories of investment grade debt and non-investment grade debt are described in the following table. For further information regarding ratings, please see Appendix A of the Trust’s Statement of Additional Information (“SAI”).

Credit Ratings Chart


Long-term ratings		Standard & Poor’s^1,3	Moody’s²	Fitch^1,3
	Investment grade debt categories	AAA	Aaa	AAA
		AA	Aa	AA
		A	A	A
		BBB	Baa	BBB
	Non-investment grade debt (sometimes called “junk bonds”) categories	BB	Ba	BB
		B	B	B
		CCC	Caa	CCC
		CC	Ca	CC
		C	C	C
		D	—	—
Short-term ratings	Highest three ratings	A-1	P-1	F1
		A-2	P-2	F2
		A-3	P-3	F3
	Other ratings	B	NP	B
		B-1		C
		B-2		RD
		B-3		D
		C
		D

¹ Long-term ratings by Standard & Poor’s and Fitch from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories. For example, BBB- is the lowest investment grade; BB+ is the highest non-investment grade.

² Moody’s adds numerical modifiers 1, 2, and 3 to each generic bond rating classification from ‘Aa’ through ‘Caa’. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. For example, Baa3 is the lowest investment grade; Ba1 is the highest non-investment grade.

³ Short-term ratings within the A-1 and F1 categories may be designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.

· Currency Risk: Currencies and securities denominated in foreign currencies may be affected by changes in exchange rates between those currencies and the U.S. dollar. Currency exchange rates may be volatile and may fluctuate in response to interest rate changes, the general economic conditions of a country, the actions of the U.S. and foreign governments, central banks, or supranational entities such as the International Monetary Fund, the imposition or removal of currency controls, other political or regulatory conditions in the U.S. or abroad, speculation, or other factors. A decline in the value of a foreign currency relative to the U.S. dollar reduces the value in U.S. dollars of a Fund’s investments in that foreign currency and investments denominated in that foreign currency. As a currency control, certain countries aim to fix (or “peg” or “manage”) the exchange rates of their currencies against other countries’ currencies (the reference currency), rather than allowing them to fluctuate based on market forces. A pegged currency typically has a very narrow band of fluctuation (or a completely fixed rate) against the value of its reference currency and, as a result, may experience sudden and significant decline in value if the reference currency also declines in value. A managed currency establishes minimum exchange rates against its reference currency and, as a result, is not allowed to fall below a certain level against the reference currency but can rise above the reference currency’s value. There is no guarantee that these currency controls will remain in place and if these exchange rates were allowed to fluctuate based on market forces (for instance, a currency is “de-pegged” against its reference currency), there can be large losses as a result of exchange rates movements, which may adversely impact a Fund’s returns. In addition, the use of foreign exchange contracts (such as forward foreign currency contracts) to reduce foreign currency exposure can eliminate some or all of the benefit of an increase in the value of a foreign currency versus the U.S. dollar. Foreign currency values can decrease significantly both in the short term and over the long term in response to these and other conditions.

· Cybersecurity Risk: The Funds’ and/or their service providers’ use of the internet, technology and information systems may expose the Funds to risks associated with attack, damage or unauthorized access. Such risks may include the theft, loss, misuse, improper release, corruption and/or destruction of, or unauthorized access to, confidential or restricted data relating to the Funds or Fund shareholders, and the compromise, delay or failure of systems, networks, devices and applications relating to Fund operations, which in turn could result in losses to the Funds and Fund shareholders and disrupt the conduct of business among the Funds, Fund shareholders, the Funds’ service providers and/or financial intermediaries. While measures have been developed that are designed to reduce cybersecurity risks and to mitigate or lessen resulting damages, there is no guarantee that those measures will be effective, particularly because the Funds do not directly control the cybersecurity defenses or plans of their service providers, financial intermediaries and other parties with which the Funds transact.

· Debt Securities Risk: Debt securities are subject to many risks, including interest rate risk, market and regulatory risk, credit risk, price volatility risk, and liquidity risk, which may affect their value. Many debt securities give the issuer the right to redeem (“call”) the security prior to maturity. If an issuer calls a security in which a Fund has invested, the Fund may not recoup the full amount of its initial investment in the security and may be forced to reinvest prepayment proceeds at a time when yields on securities available in the market are lower than the yield on the called security.

· Derivatives Risk: Derivatives are investments whose values are tied to the value of an underlying security or asset, a group of assets, interest rates, exchange rates, currency or an index. A Fund may not hold the underlying security or asset on which the value of a derivative is based. Derivatives may be riskier than other types of investments and may increase a Fund’s volatility. Derivatives may experience large, sudden or unpredictable changes in liquidity and may be difficult to sell or unwind. Derivatives can also create investment exposure that exceeds the initial amount invested (leverage risk) - consequently, derivatives may experience very large swings in value. A Fund may lose more money using derivatives than it would have lost if it had invested directly in the underlying security or asset on which the value of a derivative is based. Derivative contracts that are privately negotiated are also subject to counterparty risk, meaning that if the counterparty’s financial condition declines, the counterparty may be unable to satisfy its obligations under the contract in a timely manner, if at all, resulting in a potential decline in value of the contract and potential losses to the Fund.

Derivatives include options, forwards, futures contracts, options on futures contracts and swaps (such as currency, interest rate, security, index, consumer price index, credit default and total return swaps), caps, collars, floors, synthetics and other financial instruments. Synthetics are artificially created by using a collection of other assets whose combined features replicate the economic characteristics of a direct investment. Derivatives and synthetics may reduce returns, increase volatility, may not be liquid (and therefore, difficult to sell) and may not correlate precisely to the underlying assets or index they are designed to track. Derivatives may be difficult to value and may expose a Fund to risks of mispricing.

All of these investments, including repurchase agreements, are also particularly sensitive to counterparty risk, meaning that the counterparty may be unable to perform its contractual obligations (i.e., the counterparty may default). Over-the-counter derivatives, including forwards, are privately negotiated transactions and are subject to the risk that the counterparty will not be able to perform its contract obligations. Standardized, exchange-traded derivatives, including futures contracts, are subject to the risk that the counterparty and/or exchange are unable to perform any required obligations.

Derivatives may not perform as expected, so a Fund may not realize the intended benefits. When used for hedging, the change in value of a derivative may not correlate as expected with the currency, security or other risk being hedged. Derivatives may be difficult to value and may expose the Fund to risks of mispricing. In addition, derivatives are subject to extensive government regulation, which may change frequently and impact a Fund significantly.

· Emerging Markets Risk: Investments in or exposure to investments in emerging market countries (such as many countries in Latin America, Asia, the Middle East, Eastern Europe and Africa), including frontier markets (emerging market countries in an earlier stage of development), may be riskier than investments in or exposure to investments in U.S. and other developed markets for many reasons, including smaller market capitalizations, greater price volatility, less liquidity, a higher degree of political and economic instability (which can freeze, restrict or suspend transactions in those investments, including cash), the impact of economic sanctions, less governmental regulation and supervision of the financial industry and markets, and less stringent financial reporting and accounting standards and controls. If an international body (such as the United Nations) or a sovereign state (such as the United States) imposes economic sanctions, trade embargoes or other restrictions against a government of an emerging market country or issuers, a Fund’s investments in issuers subject to such restrictions may be frozen or otherwise suspended or restricted, prohibiting or impeding the Fund from selling or otherwise transacting in these investments, and a Fund may be prohibited from or impeded in investing in such issuers or may be required to divest its holdings in such issuers, which may result in losses to the Fund. Governments in emerging market countries may also intervene in their economies and financial markets to a greater degree than more developed countries. Such government intervention could cause the Fund to be unable to access or transact in its investments in such markets, including cash holdings. Greater governmental control could also require repatriation of sales proceeds. The governments of countries with histories of instability and upheaval may act in an adverse or hostile manner toward private enterprise or foreign investment. A Fund may be exposed to this risk by directly investing in companies domiciled in emerging market countries or indirectly, by investing in companies domiciled in developed market countries which either invest in or conduct a portion of their businesses in emerging market countries or by investing in securities denominated in emerging market currencies.

conditions, interest rates, investor perceptions and market liquidity. Due to the complexities of markets, events in one market or sector may adversely impact other markets or sectors.

· Floating Rate Loan Risk: Floating rate loans (or bank loans) are usually rated below investment grade and thus are subject to high yield/high risk or “junk” securities risk. The market for floating rate loans is a private interbank resale market and thus may be subject to irregular trading activity, wide bid/ask spreads and delayed settlement periods, which may result in cash proceeds not being immediately available to a Fund. As a result, a Fund that invests in floating rate loans may be subject to greater liquidity risk than a Fund that does not. Funds that invest in floating rate loans take steps to maintain adequate liquidity, such as borrowing cash under a line of credit or other facility through their custodian bank; however, these actions may increase expense to a Fund (such as borrowing cost) or may not always be adequate, particularly during periods of market stress. Investments in floating rate loans are typically in the form of a participation or assignment. Loan participations typically represent direct participation in a loan to a borrower, and generally are offered by financial institutions or lending syndicates. Investors in a loan participation may participate in such syndications, or buy part of a loan, becoming a part lender. Investors in a loan participation assume the credit risk associated with the borrower and may assume the credit risk associated with the financial intermediary that syndicated the loan. If the lead lender in a typical lending syndicate becomes insolvent, enters Federal Deposit Insurance Corporation (“FDIC”) receivership or, if not FDIC insured, enters into bankruptcy, a Fund may incur certain costs and delays in receiving payment or may suffer a loss of principal and/or interest. In addition, a Fund may not be able to control the exercise of remedies that the lender would have under the loan and likely would not have any rights against the borrower directly. In purchasing an assignment, a Fund succeeds to all the rights and obligations under the loan agreement of the assigning bank or other financial intermediary and becomes a lender under the loan agreement with the same rights and obligations as the assigning bank or other financial intermediary. Accordingly, if the loan is foreclosed, a Fund could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral.

Floating rate loans are also subject to prepayment risk. Borrowers may pay off their loans sooner than expected, particularly when interest rates are falling. A Fund investing in such securities will be required to reinvest this money at lower yields, which can reduce its returns. Similarly, debt obligations with call features have the risk that an issuer will exercise the right to pay an obligation (such as a mortgage-backed security) earlier than expected. Prepayment and call risk typically occur when interest rates are declining.

In addition, the floating rate feature of loans means that floating rate loans will not generally experience capital appreciation in a declining interest rate environment. Conversely, when interest rates are rising, the duration of such securities tends to extend, making them more sensitive to changes in interest rates (extension risk), although floating rate debt securities are typically less exposed to this risk than fixed rate debt securities.

Floating rate loans generally are subject to restrictions on transfer, and may be difficult to sell at a time when the Manager seeks to sell the loan or may only be sold at prices that are less than their fair market value. Fair market value may be difficult to establish for loans. A loan may not be fully collateralized and can decline significantly in value. In addition, access to collateral backing the loan may be limited by bankruptcy or other insolvency laws. Loans made to finance highly leveraged corporate acquisitions may be especially vulnerable to adverse changes in economic or market conditions.

A loan may also be in the form of a bridge loan, which is designed to provide temporary or “bridge” financing to a borrower, pending the sale of identified assets or the arrangement of longer-term loans or the issuance and sale of debt obligations. A bridge loan involves a risk that the borrower may be unable to locate permanent financing to replace the bridge loan, which may impair the borrower’s perceived creditworthiness.

To the extent a Fund invests in junior loans, these loans involve a higher degree of overall risk than floating rate loans of the same borrower because of their lower place in the borrower’s capital structure and possible unsecured status.

Although the overall size and number of participants in the market for floating rate loans (or bank loans) has grown over the past decade, floating rate loans continue to trade in an unregulated inter-dealer or inter-bank secondary market. Purchases and sales of floating rate loans are generally subject to contractual restrictions that must be satisfied before a floating rate loan can be bought or sold. These restrictions may impede a Fund’s ability to buy or sell floating rate loans, negatively impact the transaction price, and impede a Fund’s ability to timely vote or otherwise act with respect to floating rate loans. As a result, it may take longer than seven days for transactions in floating rate loans to settle, which make it more difficult for a Fund to raise cash to pay investors when they redeem their shares in the Fund. A Fund may be adversely affected by having to sell other investments at an unfavorable time and/or under unfavorable conditions, hold cash, temporarily borrow from banks or other lenders or take other actions to meet short-term liquidity needs in order to satisfy redemption requests from Fund shareholders. These actions may impact a Fund’s performance (in the case of holding cash or selling securities) or increase a Fund’s expenses (in the case of borrowing).

U.S. federal securities laws afford certain protections against fraud and misrepresentation in connection with the offering or sale of a security, as well as against manipulation of trading markets for securities. However, it is unclear whether these protections are available to an investment in a loan, which may not be deemed to be a security in certain circumstances and, as a result, could increase the risk of investing in loans. In addition, holders of such loans may from time to time receive confidential information about the borrower. In certain circumstances, this confidential information may be considered material non-public information. Because U.S. laws and regulations generally prohibit trading in securities of issuers while in possession of material, non-public information, a Fund that receives confidential information about a borrower for loan investments might be unable to trade securities or other instruments issued by the borrower when it would otherwise be advantageous to do so and, as such, could incur a loss. For this reason, a Fund or its Manager may determine not to

receive confidential information about a borrower for loan investments, which may disadvantage the Fund relative to other investors who do receive such information.

· Forward Commitments Risk: Forward commitments are derivative contracts that obligate a purchaser to purchase, and a seller to sell, a specific amount of an asset (e.g., a currency or security) at a specified future date and price. Because these instruments are privately negotiated, they are subject to the risk of default by, or bankruptcy of, a counterparty, which could result in adverse market impact, expenses or delays in connection with the purchase or sale of the asset underlying the forward contract. The Fund may also miss the opportunity of obtaining a price or yield considered to be advantageous. In addition to derivatives risk, the Fund’s ability to close out of a forward position is dependent on the liquidity of the secondary forward market. There is also a risk of imperfect correlation between the change in market value of the underlying asset and the price of the forward contract, as well as losses caused by unanticipated market movements, which are potentially unlimited. Because these contracts allow a Fund to establish a fixed price (for an asset) or a fixed rate of exchange (for a currency) at a future point in time, they do not eliminate fluctuations in the value of the asset or currency and can have the effect of minimizing opportunities for gain or incurring a loss for the Fund.

· Forwards and Futures Contracts Risk: Forwards and futures contracts are derivative contracts that obligate a purchaser to purchase, and a seller to sell, a specific amount of an asset (e.g., a currency or security) at a specified future date and price. Because forward contracts are privately negotiated, unlike exchange-traded futures contracts, they are subject to greater risk of default or bankruptcy by a counterparty, which could result in adverse market impact, expenses or delays in connection with the purchase or sale of the asset underlying the forward contract. A Fund may also miss the opportunity of obtaining a price or yield considered to be advantageous. In addition to derivatives risk, a Fund’s ability to close out of a forward or futures contract position is dependent on the liquidity of the secondary forward or futures market. There is also a risk of imperfect correlation between the change in market value of the instruments held by a Fund and the price of the forward or futures contract, as well as losses caused by unanticipated market movements, which are potentially unlimited. Because these contracts allow a Fund to establish a fixed price (for an asset) or a fixed rate of exchange (for a currency) at a future point in time, they do not eliminate fluctuations in the value of the asset or currency and can have the effect of minimizing opportunities for gain or incurring a loss for the Fund.

· Geographic Focus Risk: If a Fund invests a significant portion of its assets in a single country, limited number of countries, or particular geographic region, then the risk increases that economic, political, social, or other conditions in those countries or that region will have a significant impact on the Fund’s performance. As a result, the Fund’s performance may be more volatile than the performance of more geographically diversified funds.

· Growth Companies Risk: Growth companies are companies that a Manager thinks has the potential for above-average or rapid growth but may be subject to greater price volatility risk than “undervalued” companies, for example. A smaller company with a promising product and/or operating in a dynamic field may have greater potential for rapid earnings growth than a larger one. Additionally, many companies in certain market sectors like health care and technology are faster-growing companies with limited operating histories and greater business risks, and their potential profitability may be dependent on regulatory approval of their products or developments affecting those sectors, which increases the volatility of these companies’ securities prices and could have an adverse impact upon the companies’ future growth and profitability.

· Increase in Expenses Risk: Your actual cost of investing in a Fund may be higher than the total expenses shown in the fee table and expense example for a variety of reasons, for example, if average net assets decrease. Net assets are more likely to decrease and a Fund’s expense ratio is more likely to increase when markets are volatile. In addition, certain expenses, such as brokerage costs, are not required to be disclosed in fee table and expense examples.

100

of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in the value of IPS. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in the value of IPS. Although the principal value of IPS declines in periods of deflation, holders at maturity receive no less than the par value of the bond. However, if a Fund purchases IPS in the secondary market whose principal values have been adjusted upward due to inflation since issuance, a Fund may experience a loss if there is a subsequent period of deflation. If inflation is lower than expected during the period a Fund holds an IPS, a Fund may earn less on the security than on a conventional bond. The U.S. Treasury only began issuing Treasury inflation protected securities (“TIPS”) in 1997. As a result, the market for such securities may be less developed or liquid, and more volatile, than certain other securities markets.

· Investment in Money Market Funds Risk: A Fund may invest in money market mutual funds. Shareholders of a Fund would then bear their proportionate share of Fund expenses and, indirectly, the expenses of the investment companies. An investment in a money market mutual fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although such funds seek to preserve the value of a Fund’s investment at $1.00 per share, it is possible to lose money by investing in a money market mutual fund.

· Investment Style Risk: A Fund’s investment style may shift in and out of favor for reasons including market conditions and investor sentiment.

· Issuer Risk: The value of a security or instrument may decline for reasons directly related to the issuer of the security or instruments, such as management, performance, financial leverage, changes in markets in which the issuer offers good or services, and reduced demand for the issuer’s goods or services.

· Large-Capitalization Companies Risk: Large-capitalization companies tend to have stabler prices than small- or mid-capitalization companies, but are still subject to equity securities risk. The prices of large-capitalization companies may not rise as much as the prices of companies with smaller market capitalizations.

· Leverage Risk: Leverage is investment exposure that exceeds the initial amount invested. The loss on a leveraged investment may far exceed a Fund’s principal amount invested. Leverage can magnify a Fund’s gains and losses and therefore increase its volatility. There is no guarantee that a Fund will use leverage, or when it does, that a Fund’s leveraging strategy will be successful or produce a high return on an investment. The Manager will segregate liquid assets or otherwise cover transactions that may give rise to leverage risk to the extent of a Fund’s financial exposure. This requirement limits the amount of leverage a Fund may have at any one time, but it does not eliminate leverage risk. The use of leverage may result in a Fund having to liquidate holdings when it may not be advantageous to do so in order to satisfy its obligation or to meet segregation requirements.

· Liquidity Risk: Liquidity is the ability to sell securities or other investments within a reasonable amount of time at approximately the price at which a Fund has valued the securities or other investments, which relies on the willingness of market participants to buy and sell securities. Certain holdings may be difficult to value, purchase and sell, particularly during adverse market conditions, because there is a limited market for the investment or there are restrictions on resale. A Fund may not be able to sell a holding quickly at the price it has valued the holding, may be unable to take advantage of market opportunities or may be forced to sell other more desirable, more liquid securities or sell less liquid or illiquid securities at a loss if needed to raise cash to conduct operations. Liquid investments may become less liquid or illiquid, and thus more difficult to sell, over time or suddenly and unexpectedly. This may occur, for example, as a result of adverse market or economic conditions or investor perceptions, which may be independent of any adverse changes to the particular issuer. Less liquidity also means that more subjectivity may be used in establishing the value of the securities or other investments. For example, if market quotations or Board approved alternate pricing methodologies are not readily available or reliable for these investments, the securities or other investments will be valued by a method that the Trust’s Board believes reflects fair value. Valuations determined in this manner may require subjective inputs about the value of these investments. Some securities (such as loans) may have no active trading market and may be subject to restrictions on resale. The markets in which such securities trade may be subject to irregular trading, wide bid/ask spreads and extended trade settlement periods, which may impair a Fund’s ability to sell the holding at the price it has valued the holding causing a decline in the Fund’s net asset value. Investments in companies in turn-around, distress or other similar situations have a

101

greater risk of being or becoming less liquid than other investments, particularly when the economy is not robust or during market downturns.

· Market and Regulatory Risk: Events in the financial markets and economy may cause volatility and uncertainty and affect performance. Such adverse effect on performance could include a decline in the value and liquidity of securities held by a Fund, unusually high and unanticipated levels of redemptions, an increase in portfolio turnover, a decrease in NAV, and an increase in Fund expenses. It may also be unusually difficult to identify both investment risks and opportunities, in which case investment goals may not be met. Market events may affect a single issuer, industry, sector, or the market as a whole. In addition, because of interdependencies between markets, events in one market may adversely impact markets or issuers in which a Fund invests in unforeseen ways. Traditionally liquid investments may experience periods of diminished liquidity. During a general downturn in the financial markets, multiple asset classes may decline in value and a Fund may lose value, regardless of the individual results of the securities and other instruments in which a Fund invests. It is impossible to predict whether or for how long such market events will continue, particularly if they are unprecedented, unforeseen or widespread events or conditions. Therefore it is important to understand that the value of your investment may fall, sometimes sharply and for extended periods, and you could lose money. Governmental and regulatory actions, including tax law changes, may also impair portfolio management and have unexpected or adverse consequences on particular markets, strategies, or investments. Future market or regulatory events may impact a Fund in unforeseen ways, such as causing a Fund to alter its existing strategies or potentially, to liquidate and close.

· Mid-Capitalization Companies Risk: Mid-capitalization companies may be subject to greater price volatility risk and be more vulnerable to economic, market and industry changes than larger, more established companies. Mid-capitalization companies may have a shorter history of operations, more limited ability to raise capital, inexperienced management, limited product lines, less capital reserves and liquidity and more speculative prospects for future growth, sustained earnings or market share than larger companies, and are therefore more sensitive to economic, market and industry changes. It may be difficult to sell a mid-capitalization position at an acceptable time and price because of the potentially less frequent trading of stocks of mid-capitalization companies.

· Model and Data Risk: Given the complexity of the investments and strategies of a Fund, the sub-adviser relies heavily on quantitative models and information and data supplied by third parties (“Models and Data”). Models and Data are used to construct sets of transactions and investments, to provide risk management insights, and to assist in hedging a Fund’s investments.

When Models and Data prove to be incorrect or incomplete, any decisions made in reliance thereon expose a Fund to potential risks. Similarly, any hedging based on faulty Models and Data may prove to be unsuccessful. Some of the models used are predictive in nature. For example, such models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may produce unexpected results, which can result in losses for a Fund. Because predictive models are usually constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. Quantitative models used by the sub-adviser also may not be successful in forecasting movements in industries, sectors or companies or in determining the weighting of investment positions that will enable a Fund to achieve its investment goal.

· Mortgage-Related and Other Asset-Backed Securities Risk: Mortgage-related and other asset-backed securities are subject to certain risks. The value of these securities will be influenced by the factors affecting the housing market or the market for the assets underlying such securities. As a result, during periods of declining asset value, difficult or frozen credit markets, swings in interest rates, or deteriorating economic conditions, these securities may decline in value, become difficult to value, become more volatile and/or become illiquid. Generally, rising interest rates tend to extend the duration of fixed rate mortgage-backed or other asset-backed securities, making them more sensitive to changes in interest rates and any Fund holding such securities more volatile. This is known as extension risk. When interest rates rise, borrowers with variable interest rate loans may not be able to repay their loans at the higher interest rates. This could cause an increase in defaults and decrease the value of certain mortgage-related or other asset-backed securities. Mortgage-related securities may have exposure to subprime loans and subprime mortgages, which are loans or mortgages made to borrowers with lower credit ratings. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool may adversely affect the value of a mortgage-backed security. The risk of such defaults is generally higher in the case of mortgage pools that include subprime mortgages. In addition, investments in non-investment grade (high yield/high risk) asset-backed securities, including mortgage pools with exposure to subprime loans or mortgages, have a greater risk of being or becoming less liquid than other debt securities, especially when the economy is not robust, during market downturns, or when credit is tight. Other asset-backed securities may also be subject to exposure resulting from loans to borrowers with lower credit ratings, who pose a higher level of default risk. In addition, adjustable and fixed rate mortgage-related or other asset-backed securities are subject to prepayment risk. When interest rates decline, borrowers may pay off their mortgages

102

(or other debt obligations) sooner than expected. This can reduce a Fund’s returns because it may have to reinvest that money at the lower prevailing interest rates. Similarly, debt obligations with call features have the risk that an issuer will exercise the right to pay an obligation (such as a mortgage-backed security) earlier than expected. This call risk typically occurs when interest rates are declining. These securities are also subject to risks associated with the servicing of those assets backing the particular security. Mortgage-backed securities may be issued by the U.S. government, which are subject to U.S. government securities risk. Mortgage-backed securities offered by non-governmental issuers, such as commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers are subject to additional risks. Timely payment of interest and principal of non-governmental issuers is supported by various forms of private insurance or guarantees, including individual loan, title, pool and hazard insurance purchased by the issuer, and there can be no assurance that these private insurers can meet their obligations under the policies. Stripped mortgage-related securities can be particularly sensitive to changes in interest rates. Stripped mortgage-related securities are made up of Interest Only (“IO”) and Principal Only (“PO”) components. IOs present a heightened risk of total loss of investment.

· Natural Disasters Risk: Natural disasters occur throughout the world and include events such as blizzards and ice storms, earthquakes, floods, hurricanes, pandemics, tidal waves, tornadoes, tsunamis, typhoons, volcanic eruptions, and wildfires. Although specific types of natural disasters may occur more frequently in certain geographic locations, such events are by their nature unpredictable and may cause sudden, severe and widespread damage that negatively impacts issuers, regions and economies in which a Fund invests. Due to the interconnectedness of the global economy, natural disasters in one location may negatively impact issuers in other locations.

· Non-Diversification Risk: A Fund that is classified as non-diversified may invest a greater percentage of its assets in a single issuer or a fewer number of issuers than a fund that is classified as diversified. This increases the Fund’s price volatility risk and the risk that its value could go down because the poor performance of a single investment or a fewer number of investments will have a greater impact on the Fund than a diversified fund with more investments. Being classified as non-diversified does not prevent the Fund from being managed as though it were a diversified fund.

· Options Risk: An option is a derivative contract where, for a premium payment or fee, the purchaser of the option is given the right but not the obligation to buy (a “call option”) or sell (a “put option”) the underlying asset (or settle for cash an amount based on an underlying asset, rate or index) at a specified price (the “exercise price”) during a period of time or on a specified date. Investments in options are considered speculative. In addition to derivatives risk, a Fund is subject to the risk of losing the premium it paid to purchase the option if the price of the underlying security or other asset decreases or remains the same (for a call option) or increases or remains the same (for a put option). If a call or put option that a Fund purchases were allowed to expire without being sold or exercised, its premium would be a loss to a Fund. A Fund’s ability to exercise or sell the options is dependent on the liquidity of the option market.

· Price Volatility Risk: Price volatility of an investment refers to the variation of changes in that investment’s value over time. Thus, an investment with higher price volatility is likelier to have greater price swings over shorter time periods than an investment with lower price volatility and a Fund that invests in more volatile investments may see its value also go up or down rapidly or unpredictably. Price volatility can be caused by many factors, including changes in the economy or financial markets or for reasons specific to a particular issuer.

· Redemption Risk: A Fund could experience a loss when selling securities, including securities of other investment companies, to meet redemption requests by shareholders if the redemption requests are unusually large or numerous, occur in times of market turmoil or declining prices for the securities sold, or when the securities to be sold are illiquid. Such redemptions may also increase expenses to the Fund and cause the sale of securities in a short timeframe, both of which could negatively impact performance.

· Sector Risk: A Fund may be invested more heavily from time to time in a particular sector (which is broader than an industry classification) based on investment opportunities or market conditions. For example, a Fund could invest more heavily in certain sectors at various times relative to its benchmark index. If a Fund is invested more heavily in a particular sector, its performance will be more sensitive to developments that affect that sector. Individual sectors may rise and fall more than the broader market. In addition, issuers within a sector may all react in the same way to economic, political, regulatory or other events. For more information on a Fund’s sector holdings, please refer to its annual report, semi-annual report or quarterly holdings report.

· Short Exposure Risk: Taking a short position using derivative instruments in anticipation of a decline in the market price of the underlying reference asset, such as entering into a derivative contract to sell a currency at a predetermined price in the future (forward foreign currency contract) in anticipation of a decline in the market price of the underlying currency, it is subject to the risk that the reference asset will increase in value, resulting in a loss. Such loss is theoretically unlimited. For instance, with a non-deliverable forward foreign currency contract, at time of settlement, if the market price of the underlying currency is higher than the price at the time a Fund entered into the contract (i.e., the predetermined price), a Fund must pay the difference between the current market price of the currency and the price of the currency at the time it entered into the contract. The higher the market price is above the price at which the Fund entered into the contract, the larger the payment it must make at time of settlement. Because there is no limit on how high the market price may rise, such loss is theoretically unlimited. Using derivatives to take short positions is also subject to leverage risk.

103

fact that a security’s value cannot drop below zero. When a Fund sells securities short, it must borrow those securities to make delivery to the buyer. A Fund incurs expenses for such borrowing that may include fees paid to the lender and amounts equal to dividends or interest paid by the borrowed security. A Fund may not be able to borrow a security that it needs to deliver to close out a short position at an acceptable price. This may result in losses and/or require long positions to be sold before they otherwise would be. A short sale strategy also may not be successfully implemented, which may limit a Fund’s ability to achieve its investment goal, due to the limited availability of desired or eligible securities, the cost of borrowing securities, regulatory changes limiting or barring short sales, or for other reasons. Short sales also subject a Fund to leverage risk because they may provide investment exposure in an amount exceeding the initial investment. When a Manager invests the proceeds received from selling securities short in, or borrows money to invest in, additional securities (long positions), the Fund will become leveraged. The use of leverage may increase a Fund’s exposure to long equity positions.

· Small-Capitalization Companies Risk: Small-capitalization companies may be more susceptible to liquidity risk and price volatility risk and be more vulnerable to economic, market and industry changes than larger, more established companies. Small-capitalization companies may have fewer financial resources, limited product and market diversification, greater potential for volatility in earnings and business prospects, and greater dependency on a few key managers. Small-capitalization companies, particularly those in their developmental stages, may have a shorter history of operations, more limited ability to raise capital, inexperienced management, and more speculative prospects for future growth or sustained earnings or market share than larger companies. In addition, these companies may be more susceptible to the underperformance of a sector in which it belongs and therefore, may be riskier and more susceptible to price changes. It may be difficult or impossible to liquidate a small-capitalization position at an acceptable time and price because of the potentially less frequent trading of stocks of smaller market capitalizations.

· Underlying Fund Risk: Because a Fund may serve as an underlying fund of one or more “fund of funds” of the Trust and thus have a significant percentage of its outstanding shares held by such fund of funds, a change in asset allocation by the fund of funds could result in large redemptions out of the Fund, causing potential increases in expenses to the Fund and sale of securities in a short timeframe, both of which could negatively impact performance.

· U.S. Government Securities Risk: Not all U.S. government securities are backed or guaranteed by the U.S. government and different U.S. government securities are subject to varying degrees of credit risk. There is risk that the U.S. government will not make timely payments on its debt or provide financial support to U.S. government agencies, instrumentalities or sponsored enterprises if those entities are not able to meet their financial obligations. Some U.S. government securities are supported only by the credit of the issuing agency, which depends entirely on its own resources to repay the debt. Although there are many types of U.S. government securities, such as those issued by the Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”) and Federal Home Loan Banks that may be chartered or sponsored by Acts of Congress, their securities are neither issued nor guaranteed by the U.S. Treasury and, therefore, are not backed by the full faith and credit of the United States. The maximum potential liability of the issuers of some U.S. government securities may greatly exceed their current resources, including their legal right to support from the U.S. Treasury. It is possible that these issuers will not have the funds to meet their payment obligations in the future. In September 2008, the U.S. Treasury Department and the Federal Housing Finance Administration (“FHFA”) announced that Fannie Mae and Freddie Mac would be placed into a conservatorship under FHFA. The effect that this conservatorship will have on the entities’ debt and equities and on securities guaranteed by the entities is unclear.

· Value Companies Risk: Value companies are companies that a Manager thinks may be undervalued (i.e., the opinion that a company’s stock is trading for less than its intrinsic value). These companies may be subject to lower price volatility risk than companies considered by the Manager to be “growth” companies. In value investing, a Manager believes that the market overreacts to good and bad news, resulting in stock price movements that do not correspond with a company’s long-term fundamentals. In that case, the result is an opportunity for value investors to profit by buying when the price is deflated. However, the intrinsic value of a company is subjective, meaning there is no empirically “correct” intrinsic value. A Manager’s processes for determining value will vary. There is a risk that a Manager’s determination that a stock is undervalued is not correct or is not recognized in the market.

ADDITIONAL INFORMATION ABOUT FEES AND EXPENSES

There are two types of fees and expenses you pay when you invest in mutual funds: (i) shareholder fees and (ii) operating expenses. Shareholder fees include sales charges and account fees, as applicable, that you pay directly when you buy or sell shares. Operating expenses incurred by each Fund are borne by shareholders through their investment in such Fund. The Portfolio Optimization Funds and Pacific Funds Diversified Alternatives directly bear their annual operating expenses and indirectly bear the annual operating expenses of their Underlying Funds in proportion to their allocations. Annual Fund Operating Expenses are presented in the Fund Summaries section at the beginning of this prospectus.

104

The Trust pays for certain support, administrative, distribution and shareholder services and the operational expenses of the Funds, including custody, transfer agency, printing, legal, and auditing expenses. The Trust also pays Pacific Life Fund Advisors LLC (“PLFA”) for providing investment advisory services.

Additional Information About Shareholder Fees



Portfolio Optimization Funds	Class A	Class B	Class C	Class R	Advisor Class

Maximum Front-end Sales Charge on your investment (as a percentage of offering price)	5.50%¹	None	None	None	None
Maximum Contingent Deferred Sales Charge (as a percentage of purchase price or redemption price, whichever is less)	None²	5.00%³	1.00%⁴	None	None

¹ The sales charge is reduced for purchases of $50,000 or more and is waived in certain circumstances.

² There is a contingent deferred sales charge (“CDSC”) of 1% on redemptions of Class A shares within 1 year of purchase if the purchase was part of an investment of $1 million or more where the initial sales charge was waived.

³ There is a CDSC on the sale of shares within 7 years of purchase. The CDSC decreases over time. Refer to the Class B shares discussion in the Overview of the Share Classes section for more information.

⁴ There is a CDSC on the sale of shares within 1 year of purchase.

Sales Charges


Pacific Funds Core Income, Pacific Funds Strategic Income and Pacific Funds High Income	Class A	Class C	Class I	Advisor Class
Maximum Front-end Sales Charge on your investment (as a percentage of offering price)	4.25%¹	None	None	None
Maximum Contingent Deferred Sales Charge (as a percentage of purchase price or redemption price, whichever is less)	None²	1.00%³	None	None

¹ The sales charge is reduced for purchases of $100,000 or more and is waived in certain circumstances.

² There is a contingent deferred sales charge (“CDSC”) of 1% on redemptions of Class A shares within 1 year of purchase if the purchase was part of an investment of $500,000 or more where the initial sales charge was waived.

³ There is a CDSC on the sale of shares within 1 year of purchase.

Sales Charges


PF U.S. Equity Funds	Class A	Class C	Advisor Class	Investor Class
Maximum Front-end Sales Charge on your investment (as a percentage of offering price)	4.25%¹	None	None	None
Maximum Contingent Deferred Sales Charge (as a percentage of purchase price or redemption price, whichever is less)	None²	1.00%³	None	None

¹ The sales charge is reduced for purchases of $100,000 or more and is waived in certain circumstances.

³ There is a CDSC on the sale of shares within 1 year of purchase.

Sales Charges


Pacific Funds Short Duration Income, Pacific Funds Floating Rate Income and Pacific Funds Limited Duration High Income	Class A	Class C	Class I	Advisor Class
Maximum Front-end Sales Charge on your investment (as a percentage of offering price)	3.00%¹	None	None	None
Maximum Contingent Deferred Sales Charge (as a percentage of purchase price or redemption price, whichever is less)	None²	1.00%³	None	None

¹ The sales charge is reduced for purchases of $100,000 or more and is waived in certain circumstances.

³ There is a CDSC on the sale of shares within 1 year of purchase.

Sales Charges


Pacific Funds Diversified Alternatives	Class A	Class C	Advisor Class
Maximum Front-end Sales Charge on your investment (as a percentage of offering price)	5.50%¹	None	None
Maximum Contingent Deferred Sales Charge (as a percentage of purchase price or redemption price, whichever is less)	None²	1.00%³	None

¹ The sales charge is reduced for purchases of $50,000 or more and is waived in certain circumstances.

³ There is a CDSC on the sale of shares within 1 year of purchase.

Examples for Class A Shares Purchased at Net Asset Value

Class A shares may be purchased at net asset value (“NAV”) (without an initial sales charge) under certain circumstances — see the Initial Sales Charges (Class A Shares Only) subsection within the Overview of the Share Classes section of this prospectus for eligibility. The

105

Examples that follow are intended to help eligible persons compare the cost of investing in Class A shares of each Fund when purchased at NAV to the cost of investing in other mutual funds. Each Example assumes that you invest $10,000 for the time periods indicated, that your investment has an average annual return of 5%, and that the Funds’ annual operating expenses (based on data as presented in the applicable operating expenses tables) remain the same. The Examples reflect the current contractual expense caps. Although your actual costs may be higher or lower, the Examples show what your costs would be based on these assumptions. Keep in mind that this is an estimate — actual expenses may vary.

Your expenses (in dollars) whether you SELL or DON’T SELL your shares at the end of each period are the same, because there are no initial or deferred sales charges associated with Class A shares purchased at NAV.


	Your expenses (in dollars)
	1 Year	3 Years	5 Years	10 Years
Pacific Funds Portfolio Optimization Conservative	$ 134	$ 433	$ 754	$1,663
Pacific Funds Portfolio Optimization Moderate-Conservative	$ 139	$ 449	$ 780	$1,718
Pacific Funds Portfolio Optimization Moderate	$ 144	$ 459	$ 797	$1,752
Pacific Funds Portfolio Optimization Growth	$ 148	$ 471	$ 818	$1,796
Pacific Funds Portfolio Optimization Aggressive-Growth	$ 149	$ 479	$ 832	$1,828
Pacific Funds Short Duration Income	$ 87	$ 316	$ 564	$1,275
Pacific Funds Core Income	$ 97	$ 343	$ 609	$1,369
Pacific Funds Strategic Income	$ 111	$ 391	$ 693	$1,549
Pacific Funds Floating Rate Income	$ 114	$ 394	$ 696	$1,552
Pacific Funds Limited Duration High Income	$ 110	$ 422	$ 757	$1,703
Pacific Funds High Income	$ 111	$ 396	$ 701	$1,570
Pacific Funds Diversified Alternatives	$ 188	$ 688	$1,214	$2,657
Pacific Funds Large-Cap	$ 102	$ 807	$1,976	$4,853
Pacific Funds Large-Cap Value	$ 112	$1,165	$2,930	$6,784
Pacific Funds Small/Mid-Cap	$ 133	$ 777	$1,792	$4,356
Pacific Funds Small-Cap	$ 132	$1,811	$4,442	$9,020
Pacific Funds Small-Cap Value	$ 132	$1,707	$4,204	$8,730
Pacific Funds Small-Cap Growth	$ 132	$1,400	$3,468	$7,670

Account Fees

Shareholders may be charged additional expenses for a Pacific Funds IRA, including an annual retirement account custodial fee or fees to transfer an IRA account to another provider or to take a distribution.

Additional Information About Operating Expenses

Other Expenses

The Other Expenses line item in the Annual Fund Operating Expenses table for each Fund in the Fund Summaries section includes, but is not limited to, expenses for audit, tax, custody, legal, regulatory documents (printing and mailing) and support services; repayments to PLFA of amounts that PLFA reimbursed to a Fund pursuant to the terms of the expense limitation agreement for the Fund (if any); plus the administration fee paid to Pacific Life Insurance Company (“Pacific Life”) at an annual percentage of average daily net assets for each Fund, which is shown below. The administration fee is for procuring or providing administrative, transfer agency, and shareholder services.

Portfolio Optimization Funds and Pacific Funds Diversified Alternatives: The administration fee is 0.15% for each Fund (which invests in the Underlying Funds that each have an administration fee of 0.15%).

PF Fixed Income Funds: The administration fee is 0.30% for Class A, Class C, and Advisor Class shares and 0.15% for Class I shares.

PF U.S. Equity Funds: The administration fee is 0.30% for Class A, Class C, Advisor Class and Investor Class shares.

Expenses do not reflect non-recurring fees and expenses.

Operating Expense Reimbursements

To help limit the Trust’s expenses, PLFA has contractually agreed to reimburse each Fund for certain operating expenses that exceed an annual rate based on a percentage of the Funds’ average daily net assets. These operating expenses include, but are not limited to: administration fees and expenses; organizational expenses; custody expenses; expenses for audit, tax, and certain legal services; preparation, printing, filing and distribution to existing shareholders of proxies, prospectuses and shareholder reports and other regulatory documents as applicable; independent trustees’ fees; and establishing, overseeing and administering the Trust’s compliance program. These operating expenses do not include: investment advisory fees; distribution and/or service fees; acquired fund fees and expenses; interest; taxes (including

106

foreign taxes on dividends, interest and gains); brokerage commissions and other transactional expenses; dividends on securities sold short; and extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of the Funds’ business.

Portfolio Optimization Funds: The expense cap is 0.15% through July 31, 2017 and 0.30% from August 1, 2017 through July 31, 2023 for Class A, Class B, Class C, Class R and Advisor Class shares.

PF Fixed Income Funds: The expense cap is 0.20% through July 31, 2017 for Class A, Class C, and Advisor Class shares; and 0.15% through July 31, 2017 for Class I shares.

Pacific Funds Diversified Alternatives: The expense cap is 0.40% through July 31, 2017 for Class A, Class C, and Advisor Class shares.

Pacific Funds Large-Cap and Pacific Funds Large-Cap Value: The expense cap is 0.20% through January 10, 2019 for Class A, Class C, Advisor Class and Investor Class shares.

Pacific Funds Small/Mid-Cap, Pacific Funds Small-Cap, Pacific Funds Small-Cap Value and Pacific Funds Small-Cap Growth: The expense cap is 0.20% through January 10, 2019 for Class A, Class C and Advisor Class shares.

Pacific Funds Small/Mid-Cap, Pacific Funds Small-Cap and Pacific Funds Small-Cap Value: The expense cap is 0.25% through January 10, 2019 for Investor Class shares.

Pacific Funds Small-Cap Growth: The expense cap is 0.15% through January 10, 2019 for Investor Class shares.

The expense limitation agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and 90 days’ prior written notice to the investment adviser.

There is no guarantee that PLFA will continue to cap expenses for a Fund upon the expiration of the expense cap. In addition, any expense reimbursements made by PLFA to a Fund are subject to recoupment by PLFA from such Fund for a period as permitted under regulatory and accounting guidance (currently three years from the end of the fiscal year in which the reimbursement took place) to the extent such recoupments would not cause the Fund to exceed its expense cap that was in effect at the time of the reimbursement. Any amounts repaid to PLFA will have the effect of increasing such expenses of a Fund, but not above the expense cap.

Fee Waivers

Portfolio Optimization Funds and Pacific Funds Diversified Alternatives: PLFA has agreed to waive the following amounts of its management fee on each Fund’s net assets through July 31, 2017 as long as it manages the Fund: 1) 0.025% on net assets above $2 billion through $3 billion; 2) 0.050% on net assets above $3 billion through $5 billion; 3) 0.075% on net assets above $5 billion through $7.5 billion; and 4) 0.100% on net assets above $7.5 billion. The fee waiver agreement will automatically renew for successive one-year terms thereafter unless terminated. The fee waiver agreement will terminate: (i) if the investment advisory agreement is terminated; (ii) upon approval of the Board of Trustees and 90 days’ prior written notice to PLFA; (iii) upon 90 days’ written notice by PLFA prior to the beginning of the next one-year term; or (iv) if PLFA’s management fee rate for a Fund changes. There is no guarantee that PLFA will continue such waiver after the current one-year term. The waiver will be applied when a Fund reaches the net asset levels described above. As of the date of this prospectus, none of the Funds meet net asset levels where portions of the management fee would be waived.

PF Fixed Income Funds: PLFA has agreed to waive the following amounts of its management fee on each Fund’s net assets through July 31, 2017 as long as Pacific Asset Management manages the Fund: 1) 0.025% on net assets above $1 billion through $2 billion; 2) 0.050% on net assets above $2 billion through $3 billion; and 3) 0.075% on net assets above $3 billion. The fee waiver agreement will automatically renew for successive one-year terms thereafter unless terminated. The fee waiver agreement will terminate: (i) if the investment advisory agreement is terminated; (ii) upon approval of the Board of Trustees and 90 days’ prior written notice to PLFA; (iii) upon 90 days’ written notice by PLFA prior to the beginning of the next one-year term; or (iv) if Pacific Asset Management’s management fee rate for a Fund changes. There is no guarantee that PLFA will continue such waiver after the current one-year term. The waiver will be applied when a Fund reaches the net asset levels described above and does not include any other advisory fee waivers that are currently in place for a Fund. As of the date of this prospectus, none of the Funds meet net asset levels where portions of the management fee would be waived.

Pacific Funds Limited Duration High Income: PLFA has agreed to waive 0.02% of its management fee through July 31, 2017 as long as Pacific Asset Management manages the Fund. The fee waiver agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and 90 days’ prior written notice to PLFA. There is no guarantee that PLFA will continue such waiver after that date.

Pacific Funds Large-Cap: PLFA has agreed to waive 0.10% of its management fee through January 10, 2018 as long as Rothschild remains the sub-adviser of the Fund. There is no guarantee that PLFA will continue such waiver after that date.

SHAREHOLDER ACCOUNT INFORMATION

Choosing a Share Class

Class A, Class B, Class C, Class I, Class R, Investor Class and Advisor Class shares of the Trust are continuously offered through the Distributor. The Distributor is an affiliate of PLFA, the Funds’ investment adviser, and is also an affiliate of Pacific Life, the Funds’ administrator. Shares of the Trust’s Funds are generally purchased through broker-dealers, which may be affiliated with financial firms, such as banks and retirement plan administrators, and which have entered into a selling group agreement with the Distributor (collectively, “selling

107

group members”). Such selling group members and their registered representatives, as well as other service providers (such as registered investment advisers, banks, trust companies, certified financial planners, third party administrators, recordkeepers, trustees, custodians and financial consultants) may be referred to in the following sections as a “financial intermediary” or “financial intermediaries.”

Your registered representative can help you choose the Fund or Funds that are appropriate for you based upon your investment objective, risk tolerance, time horizon, and other factors. Your registered representative can also explain to you the various expenses associated with each share class and help you choose the share class that is most appropriate for you. Your registered representative may also assist you with establishing your account with the Trust. You should note, however, that if you invest in the Funds through a financial intermediary, different guidelines, conditions and restrictions may apply than if you held your shares in the Fund directly. We encourage you to discuss the different options with your registered representative and review the Trust’s SAI for more information. You should note that if the relationship between your brokerage firm and you or the Trust is terminated, your account may become a temporary “orphan” account and you will be requested to establish a new relationship with another selling group member. If you hold your shares with a financial intermediary (either in a networked account or through an omnibus platform) and you change intermediaries, please contact your new financial intermediary for information on transferring your account. If the relationship between your financial intermediary and the Trust is terminated, please note that your shares may be subject to certain delays and restrictions or even redemption; please contact your financial intermediary for further information.

The class of shares that best corresponds with your financial goals depends upon several factors. All share classes of a Fund may not be available through a broker-dealer or financial firm.

When choosing among classes, you should consider the following questions:

· How long do I plan to hold the shares?

· How much money do I intend to invest?

· Will I be purchasing more shares in the future?

· What expenses will I pay for each class?

· Do I qualify for any sales charge discounts?

You should also understand how the various fees, expenses, and charges would affect your investment over time. Once you understand the differences among the share classes, you can then make an informed decision and select a share class that matches your needs, resources, and investment timeline. Your registered representative will generally receive compensation no matter which share class you select; however, that compensation may vary between share classes and may vary with the size of your investment. Thus, a registered representative may have an incentive for you to invest in one share class over another (e.g., a purchase of $100,000 of Class B shares generally results in greater compensation to the selling broker-dealer versus a similar purchase of Class A shares that takes advantage of a breakpoint).

Although the share class that you choose is ultimately your decision, you should seek to learn which share class is economically more attractive for your particular situation so that you can make an informed decision. As an example, shareholders making investments below the first Class A “breakpoint” (or discount) level at $50,000 are generally better off purchasing Class B shares. On the other hand, shareholders making significant investments for long periods of time may find that Class A shares (with breakpoint savings) are the most cost-effective way to invest in the Trust’s Funds. For more information on share classes or other mutual fund investing topics, please refer to the websites of the Financial Industry Regulatory Authority (www.finra.org) and the SEC (www.sec.gov/investor.shtml).

The sections that follow contain more detailed information about the share classes; how to buy, sell and exchange shares; and other information about the Funds.

OVERVIEW OF THE SHARE CLASSES

Each Fund of the Trust may offer multiple classes of shares and not all Funds offer all share classes discussed herein. Each class represents an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment when compared to a less expensive class. In deciding which class of shares to purchase, you should consider the following attributes of the various share classes, among other things: (i) the eligibility requirements that apply to purchases of a particular share class; (ii) the initial sales charges and CDSCs, if any, applicable to the class; (iii) the distribution (12b-1) fee, if any, or service fees paid by the class of shares; and (iv) any services you may receive from a financial intermediary. Please consult with your financial adviser to assist you in making your decision. For accounts sold through financial intermediaries, it is the primary responsibility of the financial intermediary to ensure compliance with eligibility requirements such as investor type and investment minimums. Please refer to the prospectus fee table for more information on the fees and expenses of a particular Fund’s share classes. Because the information in this section about sales charges and waivers and reductions of sales charges is disclosed in this prospectus and the Trust’s SAI, and both this prospectus and the SAI are posted on the Pacific Funds website, this information is not separately provided on the website.


Share Class	Front-end Sales Charge	Annual Distribution and/or Service Fees	CDSC	Conversion to Class A Shares
Class A	YES— initial sales charge which may be waived or reduced.	0.25%	NONE —refer to the Contingent Deferred Sales Charges (“CDSCs”) subsection.	N/A

108


Class B	NONE	1.00%	YES —up to 5.00% on shares redeemed within a certain period.	YES — after eight (8) years.
Class C	NONE	1.00%	YES —1.00% on shares redeemed within one year of purchase.	NO
Class I	NONE	NONE	NONE	NO
Class R	NONE	0.50%	NONE	NO
Advisor Class	NONE	NONE	NONE	NO
Investor Class	NONE	0.25%	NONE	NO

Share Class Eligibility

Class A, Class B and Class C Shares

Class A, Class B and Class C shares are available to all retail investors, including individuals, trusts, corporations and other business and charitable organizations and eligible employee benefit plans. The share classes offer different fee structures which are intended to compensate financial intermediaries for services provided in connection with the sale of shares and continued maintenance of the customer relationship. You should consider the services provided by your financial adviser and any other financial intermediaries who will be involved in the servicing of your account when choosing a share class.

Class I Shares

Class I shares are available to certain institutional investors and directly to certain individual investors as set forth below:

Institutional Investors may include, but are not limited to, corporations, retirement plans, foundations/endowments and investors who purchase through a fee-based advisory program offered through a selling group member that enters into a fee-based advisory program agreement with the distributor of the Trust’s Funds. In a fee-based advisory program, a financial intermediary typically charges each investor a single fee based on the value of the investor’s account in exchange for providing various services (like management, brokerage and custody) to that account.

Individual Investors for the PF Fixed Income Funds include trustees and officers of the Trust, directors, officers, and employees of Pacific Life Insurance Company and its affiliates, and immediate family members of all such persons.

Class R Shares

Class R shares are generally only available to certain employer-sponsored retirement, savings or benefit plans held in plan level or omnibus accounts. Class R shares are not available to non-retirement accounts, traditional or Roth IRAs, Coverdell Education Savings Accounts (“ESA”), simplified employee pensions (“SEPs”), salary reduction simplified employee pensions (“SAR-SEPs”), Savings Incentive Match Plan for Employees (“SIMPLE”) Individual Retirement Accounts (“IRAs”), individual 403(b)s and most individual retirement accounts.

Advisor Class and Investor Class Shares

Advisor Class and Investor Class shares are generally only available to investors who purchase through a fee-based advisory program offered through a selling group member that enters into a fee-based advisory program agreement with the distributor of the Funds and to certain employer-sponsored retirement, savings or benefit plans held in plan level or omnibus accounts. In a fee-based advisory program, a financial intermediary typically charges each investor a single fee based on the value of the investor’s account in exchange for providing various services (like management, brokerage and custody) to that account. Investor Class shares are offered to individual investors through mutual fund supermarkets or other platforms offered by broker-dealers, 401(k) plans, banks or trust companies that have entered into a selling agreement with the Funds’ distributor.

For the PF U.S. Equity Funds, Pacific Funds Diversified Alternatives and Portfolio Optimization Funds, Advisor Class shares are also available for purchase by trustees and officers of the Trust, directors, officers and employees of Pacific Life Insurance Company and its affiliates, and immediate family members of all such persons.

Distribution and/or Service Fees

To pay for the cost of promoting the Funds and servicing your account, each class of shares, other than Class A, Class I, Investor Class and Advisor Class shares, has adopted a Distribution and Service (12b-1) Plan in accordance with Rule 12b-1 under the 1940 Act. A non-12b-1 Service Plan has been adopted for Class A shares and a 12b-1 Distribution Plan has been adopted for Investor Class shares. Because 12b-1 and service fees are paid out of the Fund’s assets on an ongoing basis, they will increase the cost of your investment over time and may cause you to pay more than the maximum permitted initial sales charges described in this prospectus.

Initial Sales Charges (Class A Shares Only)

The Funds are grouped into three categories for determining initial sales charges. As used below, the term “offering price” with respect to all categories of Class A shares includes the initial sales charge.

109

Category I — Portfolio Optimization Funds and Pacific Funds Diversified Alternatives:


Investment	Sales charge as a % of offering price	Sales charge as a % of Net Amount Invested
Under $50,000	5.50%	5.82%
$50,000 to under $100,000	4.75%	4.99%
$100,000 to under $250,000	3.75%	3.90%
$250,000 to under $500,000	3.00%	3.09%
$500,000 to under $1,000,000	2.10%	2.15%
$1,000,000 and over*	0.00%	0.00%

Category II — Pacific Funds Core Income, Pacific Funds Strategic Income, Pacific Funds High Income and the PF U.S. Equity Funds:


Investment	Sales charge as a % of offering price	Sales charge as a % of Net Amount Invested
Under $100,000	4.25%	4.44%
$100,000 to under $250,000	3.50%	3.63%
$250,000 to under $500,000	2.25%	2.30%
$500,000 and over*	0.00%	0.00%

Category III — Pacific Funds Short Duration Income, Pacific Funds Floating Rate Income and Pacific Funds Limited Duration High Income:


Investment	Sales charge as a % of offering price	Sales charge as a % of Net Amount Invested
Under $100,000	3.00%	3.09%
$100,000 to under $250,000	2.25%	2.30%
$250,000 to under $500,000	1.50%	1.52%
$500,000 and over*	0.00%	0.00%

* Shares will be subject to a CDSC of 1.00% if you sell shares within one year of purchase. Please see the CDSCs on Class A Shares subsection within the Overview of the Share Classes section of this prospectus for additional information.

As noted in the tables above, discounts (breakpoints) are available for larger purchases.

110

Sales Charges — Waivers and Reductions

Waiver of the Class A Initial Sales Charges



Class A shares may be purchased without a front-end sales charge by the following individuals:		· Registered representatives and employees of broker/dealers with a current distribution or selling agreement with the Trust and such broker/dealers’ affiliates; · Employees of current Managers to the Trust, other service providers to the Trust and their affiliates; · Immediate family members, as described below under Aggregating Accounts, of all the above referenced persons; · Investors who purchase through a fee-based advisory program sponsored by a financial intermediary and offered through a selling group member that has also entered into a fee-based advisory program agreement with the Trust’s Distributor which includes a requirement that such shares be sold for the benefit of clients participating in a fee-based advisory program or similar program under which clients pay a fee to the selling group member; · Investors who purchase through an omnibus account sponsored by a financial intermediary that has an agreement with the Trust’s Distributor and that does not accept or charge the Class A initial sales charge (Note: Your financial intermediary may charge transaction fees or additional fees that are separate from Fund fees and expenses.); · Qualified retirement plans where the plan’s investments are part of an omnibus account sponsored by a financial intermediary that has an agreement with the Trust’s Distributor and that does not accept or charge the Class A initial sales charge (Note: Your financial intermediary may charge transaction fees or additional fees that are separate from Fund fees and expenses.); · Pacific Life Individual(k) Program participants who purchase shares in repayment of an outstanding loan under this program; and · Investors who purchase through a self-directed investment brokerage account offered by a financial intermediary that has a selling agreement with the Trust’s Distributor and that does not accept or charge the Class A initial sales charge (Note: Your financial intermediary may charge transaction fees or additional fees that are separate from Fund fees and expenses.).

No investor will pay a Class A initial sales charge in the following circumstances:		· When reinvesting dividends and distributions; · When exchanging Class A shares of one Fund, that were previously assessed a sales charge, for Class A shares of another Fund; and · As a result of a Fund’s merger, consolidation, or acquisition of the assets of another Fund.
Reinstatement Privilege		If you sell shares of a Fund and withdraw your money from a Fund, you may reinstate into the same account, within 60 days of the date of your redemption, some or all of the proceeds in that Fund, or the same share class of any Fund that the Trust offers that you own at the time of the reinstatement, without paying a front-end sales charge if you paid a front-end sales charge when you originally purchased your shares. For purposes of the CDSC, if you paid a CDSC when you sold your shares, you would be credited with the amount of the CDSC proportional to the amount reinvested. Reinstated shares will continue to age, as applicable, from the date that you bought your original shares or from the date the shares were exchanged from an initial investment in the PL Money Market Fund (the PL Money Market Fund was liquidated as of March 31, 2014 and is no longer available for investment). This privilege can be used only once per calendar year per account. Contact your financial intermediary or Pacific Funds customer service at (800) 722-2333 (select Option 2) for additional information. You must identify and provide information to the Trust or your financial intermediary, as applicable, regarding your historical purchases and holdings, and you should also retain any records necessary to substantiate historical transactions and costs because the Trust, its transfer agent, and financial intermediaries will not be responsible for providing this information.

Requirements

To receive a front-end sales charge waiver, the NAV Authorization section must be completed on the applicable account application or Account Maintenance Request form and provided to the Trust in advance of or at the time of purchase. Any financial intermediary initiating a purchase at NAV is responsible for verifying that each purchase is executed in accordance with the waiver guidelines outlined above. If your financial intermediary fails to identify that you qualify for a sales charge waiver, your purchase may include a front-end sales charge.

Reduction of Initial Sales Charge (Class A Shares)

You and your immediate family members can reduce the initial sales charge of Class A shares by taking advantage of breakpoint opportunities in the sales charge schedule; refer to the Initial Sales Charges (Class A Shares Only) subsection of this prospectus for the sales charge schedule applicable to your Fund.

111


Letter of Intent Privilege		Allows you to pledge to purchase Class A shares over a 13-month period and pay the same sales charge (if any) as if the shares had all been purchased at once. This includes purchases in all account types (e.g., IRA, retail, etc.), and purchases of Class A, B and C shares by you and your immediate family members. At the time you enter into the Letter of Intent, you select your total investment goal amount. Part of the Letter of Intent amount will be held in escrow to cover additional sales charges that may be incurred if the total investments (calculated at the offering price) over the 13-month period is insufficient to qualify for the sales charge reduction. Capital appreciation, reinvested dividends and reinvested capital gains distributions do not count toward the Letter of Intent amount. After a Letter of Intent has been fulfilled or terminated, any applicable sales charge breakpoints will be determined by Rights of Accumulation if the account includes this privilege.
Rights of Accumulation Privilege		Allows you and your immediate family members and participants of a SIMPLE and SEP group plan to include the current value (calculated at the offering price) or original purchase amounts (calculated net of any applicable sales charges) less withdrawals, whichever is more beneficial, in all share classes of accounts already owned in order to calculate the sales charge breakpoint for the next purchase at the offering price. Accounts holding Class I, R, Advisor or Investor Class shares cannot be combined for Rights of Accumulation.
Combination Privilege		You may combine all identified orders received on the same day and processed in a single transaction to reduce your Class A sales charge. Orders related to Class I, R, Advisor or Investor Class shares cannot be used for Combination Privilege purposes.

Aggregating Accounts


Immediate Family Members	You and your “immediate family members” may combine all of your Pacific Funds investments to reduce your Class A sales charge. Immediate family members include:

	· Parents · Siblings · Dependents · Brothers-in-law · Grandparents	· Spouse or as recognized under local law · Children · Parents-in-law · Sisters-in-law

Entities	If the account owner is an entity (e.g., a trust, a qualified plan, etc.), the privileges described above will apply to the beneficial owners and trustees of the entity. For purposes of applying these privileges, investments for the accounts of entities and their affiliates may be aggregated. Omnibus accounts or other accounts that are not on the books of Pacific Funds or its transfer agent may not be aggregated unless documentation is provided that Pacific Funds deems sufficient to verify the ownership of such accounts, along with any other information Pacific Funds deems necessary to implement the appropriate privileges, such as account values.
Participants of a SIMPLE and SEP Group Plan	Participants of a SIMPLE IRA or SEP IRA group plan may combine all Pacific Funds investments to reduce Class A sales charges. Rights of Accumulation, as described above, are allowed once approved by the plan sponsor and contributions are received at Pacific Funds. As a participant, you must elect to combine your account with either the plan or immediate family members. Other personal accounts you own and accounts owned by immediate family members cannot be linked to the SIMPLE IRA or SEP IRA group plan.

Requirements

To take advantage of these privileges, the account owner (or beneficial owner or trustee), must identify and provide all applicable Pacific Funds account numbers or other requested information, including those account numbers opened through a financial intermediary, to the Trust in advance or at the time of the purchase that they qualify for such a reduction. It is the responsibility of the financial intermediary to ensure that an investor obtains the proper “breakpoint” discounts. If the financial intermediary or the Trust is not notified that you are eligible for a reduction, you may not receive a sales charge discount that you would be otherwise entitled.

Contingent Deferred Sales Charges (“CDSCs”)

CDSCs on Class A Shares

If your account value, including the amount of your current investment, totals $1 million or more for Category I Funds or $500,000 or more for Category II and III Funds, you will not pay a front-end sales charge on your investment amount. However, if you sell these shares (for which you did not pay a front-end sales charge) within one year of purchase, you will pay a CDSC of 1%.

112

CDSCs on Class B shares

A CDSC may be applied to Class B shares that you sell within eight years of the date you purchased the Class B shares, as shown in the table below, unless you qualify for a CDSC waiver as outlined below. The contingent deferred sales charge is eliminated eight years after your purchase.


Years since purchase:	1	2	3	4	5	6	7	8 and after
CDSC on shares sold:	5.00%	4.00%	4.00%	3.00%	2.00%	2.00%	1.00%	0.00%

Class B shares automatically convert to Class A shares in the month of the ninth anniversary of the purchase date. The Internal Revenue Service currently takes the position that these automatic conversions are not taxable.

The initial and subsequent purchase maximum per transaction for Class B shares is less than $100,000. Generally, it is more advantageous for an investor that is considering an investment in Class B shares of $100,000 or more to invest in Class A shares instead. You should carefully consider whether two or more purchases totaling $100,000 or more are suitable in light of your own circumstances. It is your responsibility to inform your financial intermediary or the Trust of any and all other accounts that may be linked together for the purposes of determining whether the application of the right of accumulation or the use of a letter of intent would make Class A shares a more suitable investment than Class B shares.

CDSCs on Class C shares

Class C shares are sold without an initial sales charge. However, Class C shares are subject to a CDSC. You will be charged a 1% CDSC on shares that you redeem within one year of purchase, unless you qualify for one of the CDSC waivers outlined below.

For Category I Funds, the initial and subsequent purchase maximum per transaction for Class C shares is less than $1 million. For Category II and III Funds, the initial and subsequent purchase maximum per transaction for Class C shares is less than $500,000. If you were to invest more than these stated amounts, in most cases Class A shares or Class I shares for eligible investors would be the most advantageous choice. You should carefully consider whether two or more purchases exceeding the referenced amounts are suitable in light of your own circumstances.

Computing a CDSC

To keep your CDSC as low as possible, the amount of the CDSC will be based on the lesser of your purchase price or redemption price. We will first sell shares in your account that are not subject to a CDSC and then will sell shares in the order in which they were purchased (i.e., first in, first out). There is no CDSC on shares acquired through the reinvestment of dividends and capital gains distributions. The CDSC, if applicable, will be calculated on loans taken under the Pacific Life Individual(k) Program. A new CDSC period will begin, when applicable, for each investment made in repayment of an outstanding loan under such Program.

CDSC Waivers

The CDSC for each applicable Class will be waived in the following cases:

· Redemptions following the permanent disability (as defined by Section 72(m)(7) of the Internal Revenue Code) of a shareholder. The waiver is available only for shares held at the time of initial determination of permanent disability.

· Redemptions following the death of a shareholder as long as full redemption is requested within one year of the date of death.

· Redemptions for an IRA account following the death of a shareholder as long as re-registration is made within one year of death. The waiver is available only for shares held at the time of death.

· Redemption amounts made through a Systematic Withdrawal Plan (“SWP”) are limited to 10% per year of the current account value on the day the SWP is established, provided all dividends and distributions are reinvested (“CDSC Waiver Eligible Amount”). The CDSC Waiver Eligible Amount will remain the same for subsequent SWP redemptions. The SWP redemption amount may be higher or lower than the CDSC Waiver Eligible Amount. The frequency of the SWP determines what portion of the CDSC Waiver Eligible Amount applies to each SWP transaction. Any SWP redemption in excess of the amount eligible for the CDSC waiver may be subject to a CDSC. If the existing SWP is cancelled and a new SWP is established later, a new CDSC Waiver Eligible Amount would be determined.

· Required Minimum Distributions (“RMD”), as required under the Internal Revenue Code, to the extent of the RMD amount attributed to your individual retirement account (“IRA”) with Pacific Funds.

· Excess contributions as required under the Internal Revenue Code.

Any financial intermediary initiating a redemption eligible for a CDSC waiver is responsible for verifying that each redemption is executed in accordance with the CDSC waiver guidelines outlined above. If your financial intermediary fails to identify that you qualify for a CDSC waiver, your redemption may include a CDSC.

If you think that you might be eligible for a CDSC waiver, contact your financial intermediary. To receive a CDSC waiver, the Trust must be notified at the time of the redemption request. Please see the Distribution of Fund Shares section in the SAI for additional information about other CDSC waivers.

PURCHASING SHARES

113

a variety of retirement plans, including individual retirement accounts, Roth IRAs, SEP IRAs, SIMPLE IRAs, SAR-SEP Rollovers, Individual 401k plans and other qualified plans, such as Coverdell ESAs. Shareholders may be charged additional expenses for a Pacific Funds IRA, including an annual retirement account custodial fee or fees to transfer an IRA account to another provider or to take a distribution. Contact your financial professional for more information regarding your options. The Funds are generally available only in the United States (the 50 states, District of Columbia, and the territories of Guam, Puerto Rico, and the U.S. Virgin Islands).

Minimums

There are no minimum investments for Class R, Investor Class or Advisor Class shares.


Account Type / Plan	Initial Investment	Subsequent Investment
The minimum investments for Class A, Class B and Class C shares are as follows:
Retail Accounts	$1,000 per Fund	$50 per Fund
IRAs, Roth IRAs, SEP IRAs, ESAs	$1,000 per Fund	$50 per Fund
SIMPLE IRAs, SAR-SEPs	No minimum	No minimum
Employer Sponsored Retirement Plans	No minimum	No minimum
Preauthorized Investment Plan	$50 per Fund, per draft	$50 per Fund, per draft

The minimum investments for Class I shares are as follows:
Class I shares (Institutional Investors)	$500,000	No minimum
Class I shares (Individual Investors)	No minimum	No minimum

Pacific Funds reserves the right to waive minimum investment amounts, including for certain types of retirement plans. Pacific Funds and the Distributor reserve the right to reject any request to buy shares.

114

How to Purchase Shares

Class A, Class B and Class C shares:


Method	Opening an account	Adding to an account
Through a Financial Intermediary:	Contact your financial professional.	Contact your financial professional.
By Mail:	Complete the applicable account application, ensuring that you include your registered representative’s name and appropriate share class. Applications without a registered representative’s name or share class may be returned by the Trust. Return the completed application with either your investment check or select electronic funds transfer (“EFT”) option under How to Fund Your Account and send to Pacific Funds to the following address: Regular Mail: Pacific Funds PO Box 9768 Providence, RI 02940-9768 Overnight Mail: Pacific Funds Attn: Work Management 4400 Computer Drive Westborough, MA 01581 Purchase and sale orders are executed at the next net asset value (“NAV”), plus or minus any applicable sales charges, determined after an authorized designee of the Fund receives, or the transfer agent of the Fund receives at its processing location in Westborough, MA, the order in proper form (which may not be the day the request is first received at the P.O. Box for any orders sent to the Trust’s P.O. Box). This may affect the date on which the order is processed. Please see Execution of Your Requests subsection below.	Complete the Add to your Account form included with your quarterly account statement or submit a letter of instruction indicating the desired investment allocations. Make your check payable to “Pacific Funds” and remember to include your account number and investment allocations with your check.
By Telephone:	Not applicable.	To transfer money from your bank account to your Pacific Funds account using electronic funds transfer (“EFT”), call (800) 722-2333 (select Option 2) and provide the Fund name and share class, your Pacific Funds account number, the name(s) in which the Pacific Funds account is registered and the amount of the electronic transfer. Bank information must be open and active on your account. To set up EFT, complete the Financial Institution Information on the Account Application or the applicable redemption/distribution form. Refer to Telephone Instructions under Execution of Your Requests below for additional information.
By Wire:	To open your account using wired funds, complete the applicable account application and send it to Pacific Funds at the address above. Call customer service at (800) 722-2333 (select Option 2) to obtain your account number and wire instructions.	Once your account is opened, you may call customer service at (800) 722-2333 (select Option 2) to obtain wire instructions.

115


Method	Opening an account	Adding to an account
By Preauthorized Investment Plan:	You may make systematic investments through a preauthorized transfer from your bank or other financial institution to your Pacific Funds account ($50 minimum per fund, per draft, if the initial investment of $1,000 is met). A preauthorized investment plan may take up to 7 calendar days to establish and become active. Please note that purchases made through a preauthorized investment plan will begin to process 2 business days prior to the draft date. Any changes made to a plan within the 2 business days will be effective with the next draft. If a start date is not provided, or occurs during the 20 day set-up period, systematic investments would begin one month from the date the plan is established.

Forms of Payment

Acceptable forms of payment

· Personal checks or bank draft (cashier’s check, official bank check, or treasury check) drawn on a U.S. bank;

· Money orders and traveler’s checks in single denominations of more than $10,000 if they were to originate in a U.S. bank;

· Third party checks when there is a clear connection of the third party to the underlying transaction; and

· Wire transfers that originate in U.S. banks.

Unacceptable forms of payment

· Cash;

· Starter checks;

· Credit cards or checks drawn against a credit account;

· Money orders or traveler’s checks in single denominations of $10,000 or less from any institution;

· Personal check, bank drafts, money orders, traveler’s checks, or wire transfers drawn on non-U.S. banks, even if the payment were effected through a U.S. bank; and

· Third party checks when there is not a clear connection of the third party to the underlying transaction.

All unacceptable forms of investment will be returned. The Trust reserves the right to accept or reject any form of payment and to change its forms of investment policy at any time. If your check does not clear, your purchase will be cancelled, and you will be liable for any losses and fees incurred by the Trust or its transfer agent.

Class I Shares:

Class I shares are generally offered through financial intermediaries (including, but not limited to, broker-dealers, retirement plans, bank trust departments, and financial advisers) who do not require payment from the Fund or its service providers for the provision of distribution, administrative or shareholder retention services, except for networking and/or omnibus account fees. Investors in Class I shares, other than the individual investors noted above, may generally not purchase, exchange or redeem shares of the Fund directly. Shares may be purchased, exchanged or redeemed only through such financial intermediaries. Class I shares made available through full service broker-dealers may be available through fee-based advisory relationships under which such broker-dealers impose additional fees for services connected to the account. Contact your financial intermediary or refer to your plan documents for instructions on how to purchase, exchange or redeem shares.

Class R Shares:

Class R shares are generally available only to certain employer-sponsored retirement, savings, or benefit plans held in plan level or omnibus accounts. Class R shares are not available to retail accounts, traditional or Roth IRAs, Coverdell ESAs, SEPs, SAR-SEPs, SIMPLE IRAs, individual 403(b)s and most individual retirement accounts.

Participants in retirement plans must contact their plan’s administrator to purchase, redeem, or exchange Class R shares. The plan administrator can provide employees with detailed information on how to participate in the plan in accordance with the plan’s specific provisions. Plans may require separate applications and their policies and procedures may be different than, and may charge fees in addition to, those described in this prospectus. Participants should contact their employee benefits office or the plan administrator for questions about their specific accounts. Participants should be aware that plan administrators may aggregate purchase and redemption orders for participants in the plan. Therefore, there may be a delay between the time the participant places an order with the plan administrator and the time the order is forwarded to Trust’s transfer agent for execution. It is the responsibility of authorized dealers, plan administrators, or other financial institutions to accept and transmit orders received by them so they will be received and processed in a timely manner by the Trust.

Eligible retirement plans may open an account and purchase Class R shares by contacting any authorized dealer or other financial institution (the dealer or other financial institution may impose transaction charges in addition to those described in this prospectus). Class R shares may not be available through all dealers, and other classes of the Funds may be available to retirement plans.

Participants should contact their employee benefits office or the plan administrator to determine how to invest in the Trust and/or change the contribution amount to the plan.

116

Advisor Class and Investor Class Shares:

Contact your financial intermediary for instructions on how to purchase Advisor Class and Investor Class shares.

The Trust and the Distributor reserve the right to reject any request to buy shares.

Contribution Limits:

Accounts such as Traditional or Roth IRAs and Coverdell ESAs, have contribution limits that should not be exceeded. If your account were a SIMPLE IRA, SEP IRA, SAR-SEP or 403(b)(7) or if your account were owned by a qualified plan or an individual 401(k) account, contribution limits would also apply, and contributions by personal check may not be appropriate. Consult your tax adviser for additional information.

REDEEMING SHARES

Selling Shares

Class A, B, C and Individual Investors of Class I Shares:

You may sell by contacting your financial intermediary or the Trust directly. Refer to the Medallion Signature Guarantees subsection below for additional guidelines that may be applicable.


In Writing:	To sell shares in writing, send a signed written request or signed distribution form specifying the Fund name and share class, account number, name(s) registered on the account and the dollar value or number of shares you wish to sell. Where applicable, federal income tax will be withheld from retirement assets, unless notified otherwise. Signatures of all shareholders are required and must match the account registration or the authorized signer on file.
By Telephone:	You may sell shares up to $100,000 in gross value by telephone on certain account types by calling customer service at (800) 722-2333 (select Option 2) provided certain criteria are met. To disable this option, check the appropriate box on your Account Application or the applicable redemption/distribution form. Corporate investors and other associations must have an appropriate certification on file authorizing redemptions.
Systematic Withdrawal Plan (“SWP”):	You can set up automatic monthly, quarterly, semi-annual or annual redemptions on your account, as long as the value of the account is at least $5,000 at the time the SWP is established. You may redeem a fixed dollar amount (minimum $50), a fixed number of shares (five shares or more), or a whole percentage of the account value, which will be applied to the account value at the time of each SWP redemption in order to determine the redemption amount. Please be aware that SWP redemptions may be subject to a CDSC – See the CDSC Waivers subsection for applicable waivers. Because a CDSC may apply, it may not be advantageous to you to make additional investments while participating in a SWP. To establish a SWP, you must complete the appropriate sections on the applicable form. You may receive this form from customer service by calling customer service at (800) 722-2333 (select Option 2).

Proceeds will be mailed to an address that has been on record for at least 15 days or can be sent to a third party recipient if a letter of instruction, signed by all authorized shareholders, and a Medallion Signature Guarantee were to accompany the request. Proceeds can also be wired to a pre-designated bank account (subject to a $10,000 minimum), normally by the business day following receipt of your instructions. We do not assume responsibility for additional charges that the receiving institution may impose. To receive proceeds by wire, check the appropriate box on the Account Application or the applicable redemption/distribution form and attach a pre-printed voided check. We will not wire proceeds or account assets to a non-U.S. bank or financial institution.

Depending on the class of shares you own, a CDSC may apply. Shareholders may be charged additional expenses for a Pacific Funds IRA, including an annual fee or fees to transfer an IRA account to another provider or to take a distribution. We may liquidate shares to cover the IRA annual fee or transfer agent fees, including account, wire or overnight delivery fees. We may also close your account and sell your shares if your account value were to fall below investment minimums for any reason, without notice, whether as a result of a redemption, an account charge or a reduction in the market value of your account. This may result in a gain or loss for federal income tax purposes and the imposition of a CDSC.

Electronic Funds Transfer – You can initiate an electronic funds transfer for as little as $50 or as much as $100,000 from your Pacific Funds account to your bank account. To set up an EFT, you must complete the Financial Institution Information on the Account Application or the applicable redemption/distribution form.

Medallion Signature Guarantees – To protect against fraud and help verify the identity of the person authorizing a sale of shares from an account, a Medallion Signature Guarantee may be required in the following instances:

· For redemption requests over $100,000

· If your address of record was changed within the past 15 days

· If redemption proceeds are to be sent to an address other than the address of record

· If redemption proceeds are made payable to a third party payee

· If redemption proceeds are to be wired to a bank account that has not been established on your account

117

· For requests to transfer between Pacific Funds accounts with different registrations, except where one or more of the account owners (or beneficial owners) are the same

· Under other circumstances as determined by the Trust or the transfer agent

A Medallion Signature Guarantee verifies the authenticity of your signature and may be obtained from a domestic bank or trust company, broker, dealer, clearing agency, savings association or other financial institution which is participating in a Medallion program recognized by the Securities Transfer Association.

Medallion Signature Guarantees help ensure that transactions or changes to your account are in fact authorized by you. The three recognized Medallion programs are the Securities Transfer Agents Medallion Program (“STAMP”), the Stock Exchanges Medallion Program (“SEMP”) and the New York Stock Exchange Medallion Signature Program (“MSP”). Signature guarantees from financial institutions that are not participating in one of these programs will not be accepted.

A notary public stamp or seal cannot be substituted for a Medallion Signature Guarantee.

Class I Shares:

Investors in Class I shares, other than the individual investors noted above, may generally not redeem shares of the Fund directly. Contact your financial intermediary or refer to your plan documents for instructions on how to redeem shares.

Class R Shares:

Participants should contact their employee benefits office or the plan administrator to determine how to change their investment allocations or make redemptions from the plan.

Advisor Class and Investor Class Shares:

Contact your financial intermediary for instructions on how to redeem shares.

EXCHANGING SHARES

Class A, B, C and Individual Investors of Class I Shares:

The Trust’s exchange privilege affords you the ability to switch your investments among the various Funds of the Trust. Generally, you may exchange a minimum of $50 worth of shares of one Fund for shares of any other available Fund of the Trust within the same share class and base account number.

Exchanges are considered sales and may result in a gain or loss for federal and state income tax purposes. There are currently no additional sales charges or fees for exchanges. For shares subject to a CDSC, the CDSC period begins on the date of the initial investment in the shares subject to a CDSC. For assets initially invested in the Class A shares of PL Money Market Fund (the PL Money Market Fund was liquidated as of March 31, 2014 and is no longer available for investment), which were not subject to a CDSC, the CDSC period, if applicable, began when the shares were exchanged into Class A, B or C shares of another Fund.


In Writing:	To exchange shares in writing, send a signed written request or signed Investment Exchange Request form specifying the “from” and “to” Fund names, account number, name(s) registered on the account and the dollar value or number of shares you wish to exchange. Signatures of all shareholders are required and must match the account registration or the authorized signer on file.
By Telephone:	You may exchange shares by telephone on certain account types by calling (800) 722-2333 (select Option 2) provided certain criteria are met. To disable this option, check the appropriate box on your Account Application or the applicable redemption/distribution form. Corporate investors and other associations must have an appropriate certification on file authorizing exchanges.

Dollar Cost Averaging

Dollar cost averaging may be used to buy shares of the available Funds in a series of regular purchases instead of in a single purchase. This allows you to average the price you pay for shares over time, and may permit a “smoothing” of abrupt peaks and drops in price. You may use dollar cost averaging to transfer amounts (via an exchange of shares), either on a monthly, quarterly, semi-annual or annual basis, from any available Fund with a value of at least $1,000 to one or more other available Funds. Each exchange must be for at least $50.

Dollar cost averaging may only be requested in writing by sending a signed letter of instruction or signed Account Maintenance Request form specifying the “from” and “to” Fund names, account number, name(s) registered on the account and the dollar value or number of shares you wish to exchange. Signatures of all shareholders are required and must match the account registration or the authorized signer on file.

Class R Shares:

Participants should contact their employee benefits office or the plan administrator to determine how to change their investment allocations. Participants can exchange Class R shares of one Portfolio Optimization Fund for Class R shares of another Portfolio Optimization Fund that is available through the plan. Exchanges are made at NAV. Before an exchange is requested, each Fund’s investment goal, strategies and policies as described in this prospectus should be considered. All Portfolio Optimization Funds may not be available in all retirement plans.

118

Advisor Class and Investor Class Shares:

Contact your financial intermediary to exchange shares.

ADDITIONAL INFORMATION ABOUT FUND PERFORMANCE

The following provides additional explanation regarding information presented in the Performance subsections of the Fund Summaries section.

The information presented in the bar charts and the average annual total return tables were prepared assuming reinvestment of dividends and distributions.

The Portfolio Optimization Funds: Because the performance of each Portfolio Optimization Fund is a composite of the performance of each of the Underlying Funds in which it invests (which may include cash equivalents, fixed income, domestic and/or international equities), there is no one broad-based index to use as a comparison to a Portfolio Optimization Fund’s performance. Therefore, we have provided information regarding a broad-based benchmark index that corresponds to the larger of each Fund’s broad asset class allocations, which is a broad measure of market performance, to use as a comparison to each Fund’s performance.

In addition, as another Fund performance comparison, composite benchmarks were constructed for each Portfolio Optimization Fund. Each benchmark is comprised of three or more broad-based indices and more information on each is provided further below.

Manager Changes, Name Changes and/or Related Investment Policy Changes by Fund

Pacific Funds Portfolio Optimization Conservative: Effective December 31, 2014, the Fund changed its name from PL Portfolio Optimization Conservative Fund.

Pacific Funds Portfolio Optimization Moderate-Conservative: Effective December 31, 2014, the Fund changed its name from PL Portfolio Optimization Moderate-Conservative Fund.

Pacific Funds Portfolio Optimization Moderate: Effective December 31, 2014, the Fund changed its name from PL Portfolio Optimization Moderate Fund.

Pacific Funds Portfolio Optimization Growth: Effective December 31, 2014, the Fund changed its name from PL Portfolio Optimization Moderate-Aggressive Fund.

Pacific Funds Portfolio Optimization Aggressive-Growth: Effective December 31, 2014, the Fund changed its name from PL Portfolio Optimization Aggressive Fund.

Pacific Funds Short Duration Income: Effective December 31, 2014, the Fund changed its name from PL Short Duration Income Fund.

Pacific Funds Core Income: Effective December 31, 2014, the Fund changed its name from PL Income Fund.

Pacific Funds Strategic Income: Effective December 31, 2014, the Fund changed its name from PL Strategic Income Fund.

Pacific Funds Floating Rate Income: Effective December 31, 2014, the Fund changed its name from PL Floating Rating Income Fund.

Pacific Funds Limited Duration High Income: Effective December 31, 2014, the Fund changed its name from PL Limited Duration High Income Fund.

Pacific Funds High Income: Effective December 31, 2014, the Fund changed its name from PL High Income Fund.

Pacific Funds Diversified Alternatives: Effective December 31, 2014, the Fund changed its name from PL Diversified Alternatives Fund.

Index Definitions

The following provides definitions of the indices presented in the Fund Summaries section of the prospectus. The indices have inherent performance advantages over the Funds because they hold no cash and incur no expenses. An investor cannot invest directly in an index. The performance of an index does not reflect the deduction of expenses associated with a Fund, such as investment management fees.

Barclays 1-3 Year U.S. Government/Credit Bond Index measures performance of U.S. dollar-denominated U.S. Treasuries, government-related, and investment grade U.S. corporate securities with maturities of one to three years. Results include the reinvestment of all distributions.

Barclays U.S. 1-5 Year High-Yield Index is an index that covers the universe of fixed-rate, non-investment-grade debt with maturities between one and five years. Results include the reinvestment of all distributions.

Barclays U.S. Aggregate Bond Index measures the performance of the U.S. investment grade bond market, which includes investment grade U.S. government bonds, investment grade corporate bonds, mortgage pass-through securities and asset-backed securities that are publicly offered for sale in the United States. The securities in the Index must have at least 1 year remaining to maturity. In addition, the securities must be denominated in U.S. dollars and must be fixed rate, non-convertible, and taxable. Results include the reinvestment of all distributions.

119

Barclays U.S. High-Yield 2% Issuer Capped Bond Index is an index that is an issuer-constrained version of the U.S. Corporate High-Yield Index that covers the U.S. dollar-denominated, non-investment grade fixed-rate taxable corporate bond market and limits issuer exposures to a maximum of 2% and redistributes the excess market value index-wide on a pro-rata basis. The total return is equal to the change in price plus the coupon return. Results include the reinvestment of all distributions.

BofA Merrill Lynch U.S. 3-Month Treasury Bill (“T-Bill”) Index is an index comprised of a single Treasury bill issue purchased at the beginning of the month and held for a full month, then sold and rolled into a newly selected Treasury bill issue. Results include the reinvestment of all distributions.

Citigroup 1-Month U.S. Treasury Bill (“T-Bill”) Index is a market value-weighted index of public obligations of the U.S. Treasury with maturities of one month. Results include the reinvestment of all distributions.

Credit Suisse Leveraged Loan Index tracks the investable market of the U.S. dollar-denominated leveraged loan market. It consists of issues rated “5B” or lower, meaning that the highest rated issues included in this index are Moody’s/S&P ratings of Baa1/BB+ or Ba1/BBB+. All loans are funded term loans with a tenor of at least one year and are made by issuers domiciled in developed countries. Results include the reinvestment of all distributions.

Morgan Stanley Capital International (“MSCI”) Europe, Australasia and Far East (“EAFE”) Index (Net) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. & Canada. As of May 1, 2016, the MSCI EAFE Index (Net) consists of the following 21 developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The word “(Net)” in the index name means the net total return for the index, which includes the reinvestment of dividends after the deduction of withholding tax, applying the tax rate to non-resident individuals who do not benefit from double taxation treaties.

Pacific Funds Portfolio Optimization Composite Benchmarks: The composite benchmarks for the Portfolio Optimization Funds show the performance of a combination of three or more broad-based market indices that represent fixed income, domestic equity, international equity and cash asset class categories in weights that are fixed and specific to each Fund. The composition of each Fund’s composite benchmark is shown below. Results include the reinvestment of all distributions. Prior to July 1, 2012, the weighting to each asset category was adjusted annually to reflect the Fund’s target allocations for the year.

Pacific Funds Portfolio Optimization Conservative Composite Benchmark is 71% Barclays U.S. Aggregate Bond, 17% S&P 500, 7% BofA Merrill Lynch U.S. 3-Month T-Bill, and 5% MSCI EAFE (Net) Indices. The Pacific Funds Portfolio Optimization Conservative Composite Benchmark reflects broad debt and equity asset class allocations for the Fund in the current Model (the broad equity asset class being represented generally by benchmarks for domestic and international equity) and thus has replaced the former composite benchmark (which consisted of 64% Barclays U.S. Aggregate Bond, 23% S&P 500, 6% BofA Merrill Lynch U.S. 3-Month T-Bill, and 7% MSCI EAFE (Net) Indices).

Pacific Funds Portfolio Optimization Moderate-Conservative Composite Benchmark is 55% Barclays U.S. Aggregate Bond, 30% S&P 500, 10% MSCI EAFE (Net), and 5% BofA Merrill Lynch U.S. 3-Month T-Bill Indices.

Pacific Funds Portfolio Optimization Moderate Composite Benchmark is 45% S&P 500, 38% Barclays U.S. Aggregate Bond, 15% MSCI EAFE (Net), and 2% BofA Merrill Lynch U.S. 3-Month T-Bill Indices.

Pacific Funds Portfolio Optimization Growth Composite Benchmark is 58% S&P 500, 23% Barclays U.S. Aggregate Bond, and 19% MSCI EAFE (Net) Indices. The Pacific Funds Portfolio Optimization Growth Composite Benchmark reflects broad debt and equity asset class allocations for the Fund in the Model (the broad equity asset class being represented generally by benchmarks for domestic and international equity) and thus has replaced the former composite benchmark (which consisted of 60% S&P 500, 20% Barclays U.S. Aggregate Bond, and 20% MSCI EAFE (Net) Indices).

Pacific Funds Portfolio Optimization Aggressive-Growth Composite Benchmark is 69% S&P 500, 26% MSCI EAFE (Net), and 5% Barclays U.S. Aggregate Bond Indices.

Russell 1000 Index measures the performance of the large-capitalization segment of the U.S. equity universe. It is a subset of the Russell 3000 Index and includes approximately 1,000 of the largest securities based on a combination of their market capitalization and current index membership. The Russell 1000 Index represents approximately 92% of the U.S. market. It is constructed to provide a comprehensive and unbiased barometer for the large-capitalization and is completely reconstituted annually to ensure new and growing equities are reflected. Results include the reinvestment of all distributions.

Russell 1000 Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000 Index companies with lower price-to-book ratios and lower expected growth values. The Russell 1000 Value Index is constructed to provide a comprehensive and unbiased barometer for the large-cap value segment. The Index is completely reconstituted annually to ensure new and growing equities are included and that the represented companies continue to reflect value characteristics. Results include the reinvestment of all distributions.

120

provide a comprehensive and unbiased small-cap barometer and is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set. Results include the reinvestment of all distributions.

Russell 2000 Growth Index measures the performance of the small-cap growth segment of the U.S. equity universe. It includes those Russell 2000 Index companies with higher price-to-value ratios and higher forecasted growth values. The Russell 2000 Growth Index is constructed to provide a comprehensive and unbiased barometer for the small-cap growth segment. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set and that the represented companies continue to reflect growth characteristics. Results include the reinvestment of all distributions.

Russell 2000 Value Index measures the performance of the small-cap value segment of the U.S. equity universe. It includes those Russell 2000 Index companies with lower price-to-book ratios and lower forecasted growth values. The Russell 2000 Value Index is constructed to provide a comprehensive and unbiased barometer for the small-cap value segment. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set and that the represented companies continue to reflect value characteristics. Results include the reinvestment of all distributions.

Russell 2500 Index measures the performance of the small to mid-cap segment of the U.S. equity universe, commonly referred to as “smid” cap. The Russell 2500 Index is a subset of the Russell 3000 Index. It includes approximately 2,500 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2500 Index is constructed to provide a comprehensive and unbiased barometer for the small to mid-cap segment. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small to mid-cap opportunity set. Results include the reinvestment of all distributions.

Russell 3000 Index measures the performance of the largest 3,000 U.S. companies representing approximately 98% of the investable U.S. equity market. Results include the reinvestment of all distributions.

S&P 500 Index is a capitalization-weighted index of 500 stocks. The index is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. Results include the reinvestment of all distributions.

OTHER FUND INFORMATION

Execution of Your Requests

Purchase and sale requests are executed at the next determined NAV, plus or minus any applicable sales charges, determined after an authorized designee receives, or the transfer agent receives at its processing location in Westborough, MA, the order in proper form. The NAV per share plus any applicable sales charge is also known as the offering price. Systematic withdrawals scheduled to fall on a month end (including year-end withdrawals) which is a weekend or holiday, will be deemed an order for the last business day of that month. If you were to purchase by wire, the order would be deemed to be in proper form after the Account Application, telephone notification and the federal funds wire have been received. If an order or payment by wire were received after the scheduled close of the New York Stock Exchange (“NYSE”), which usually closes at 4:00 p.m. Eastern time, the shares would not be credited until the next business day. You will receive a confirmation of each unscheduled transaction in your account. You may rely on these confirmations in lieu of certificates as evidence of your ownership. Certificates representing shares of the Funds will not be issued. Your financial intermediary can provide you with more information regarding the time you must submit your purchase order and whether your intermediary is an “authorized” agent or designee for the receipt of purchase and redemption orders.

Under normal conditions, we will pay redemption proceeds within three business days. However, we have the right to take up to seven days to pay redemption proceeds and may postpone payment longer in the event of unusual circumstances as permitted by applicable law or an economic emergency as determined by the SEC. When you sell shares, we will execute your request at the next determined NAV per share; however, you may be required to wait up to 15 business days before we send your redemption proceeds if the shares that were redeemed were recently purchased by electronic funds transfer or check. This delay is necessary to ensure that the purchase has cleared. To reduce such delay, you should make investments by bank wire or federal funds. We normally will pay cash for all shares you sell. When making payment in cash becomes harmful to other shareholders or a Fund, we may make some or all of the payment in securities at their then current market value equal to the redemption price minus any applicable charges. You will bear market risk while holding such securities and incur transaction costs upon converting securities to cash.

Telephone instructions – Unless you elect not to have telephone exchange and/or sale privileges, they will automatically be available to you. You may modify or discontinue telephone privileges at any time. You may reinstate these privileges in writing. An exchange or sale request must be received and confirmed prior to the scheduled close of the NYSE, which usually closes at 4:00 pm Eastern time, in order to receive the NAV calculated on that day. If an order is received and/or confirmed after the scheduled close of the NYSE, the order will receive the NAV calculated on the next business day. You may also transact purchases by telephone, if you have established EFT on your account and your request is received in proper form. A telephone purchase request is considered to be in proper form if it is received and confirmed prior to the scheduled close of the NYSE, which usually closes at 4:00 pm Eastern time, and the EFT can be initiated, which requires overnight processing. Because of this, purchase requests generally will receive the NAV calculated on the next business day. Procedures have been established that are reasonably designed to confirm that instructions communicated by telephone are genuine. These procedures may include requiring any person requesting a telephone transaction to provide specific identifying information or recording of the telephone conversation. A written confirmation will be sent to the shareholder(s) of record following a telephone transaction. The Trust or its designee

121

is authorized to act upon instructions received by telephone and you agree that, so long as the procedures are followed, you will hold harmless and indemnify the Trust and/or its administrator or sub-administrator; any of its affiliates; and each of their respective directors, trustees, officers, employees and agents from any losses, expenses, costs or liability (including attorney fees) that may be incurred in connection with these instructions or the exercise of the telephone privileges. This means that so long as the procedures are followed, you will bear the risk of loss on telephone transaction requests. The Trust or its designee reserves the right to deny any transaction request made by telephone. You will be notified immediately if your request cannot be processed over the telephone. Proceeds from telephone transactions will only be mailed to your address of record or sent (via federal funds wire or electronic funds transfer) to your pre-established bank of record. Telephone privileges are not available for all account types. Contact Pacific Funds for information on availability.

How Share Prices Are Calculated

Valuation Policy

The Trust’s Board has adopted a policy (“Valuation Policy”) for determining the value of investments each business day. Under the Valuation Policy, the Board has delegated certain functions to the Trustee Valuation Committee (“TVC”) and/or the Valuation Oversight Committee (“VOC”) or its delegate to determine the fair value of certain investments, which includes using third party pricing services. Each valuation committee that values the Funds’ investments does so in accordance with the Valuation Policy. The methodologies used to value the Funds’ investments are described in greater detail in the Investment Valuation subsection below.

Determination of Net Asset Value

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

Each Fund’s NAV is calculated once per day, every day the New York Stock Exchange (“NYSE”) is open, including days when foreign markets and/or bond markets are closed. For purposes of calculating the NAV, the value of investments held by each Fund is generally determined as of the scheduled closing time of the NYSE, which is usually 4:00 p.m. Eastern Time. Information that becomes known to the Trust or its agents after the scheduled close of the NYSE on a particular day will not normally be used to retroactively adjust the price of an investment for that same business day. Such information may include late dividend notifications, legal or regulatory matters, corporate actions, and corrected/adjusted last sales prices or official closing prices from an exchange.

When you buy shares, you pay the NAV plus any applicable sales charge. When you sell shares, you receive the NAV minus any applicable Contingent Deferred Sales Charge. Exchange orders within the Funds are effected at NAV. For any transaction, we will use the next NAV calculated after the Trust or its designee receives, in proper form, a request to buy, sell or exchange shares. However, a Fund may, subject to approval by the Board, pay for a sale or exchange, in whole or in part, by a distribution of securities and/or investments from a Fund, in lieu of cash, in accordance with applicable rules.

Each Fund’s NAV will not be calculated on days when the NYSE is closed. There may be a delay in calculating the NAV if: (i) the NYSE is closed on a day other than a regular holiday or weekend, (ii) trading on the NYSE is restricted, (iii) an emergency exists (as determined by the SEC), making the sale of investments or determinations of NAV not practicable, or (iv) the SEC permits a delay for the protection of shareholders. Based on information obtained from the NYSE, it is anticipated that the NYSE will be closed when the following annual holidays are observed: New Year’s Day; Martin Luther King, Jr. Day; Presidents’ Day; Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving; and Christmas Day. The NYSE is normally closed on the preceding Friday or subsequent Monday when one of these holidays falls on a Saturday or Sunday, respectively. In addition, the NYSE typically closes early (usually 1:00 p.m. Eastern Time) on the day after Thanksgiving and the day before Christmas Day. Although the Trust expects the same holidays to be observed in the future, the NYSE may modify its holiday schedule or hours of operation at any time.

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

Investment Valuation

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

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

122

service utilizes proprietary computer models based on historical performance of markets and other considerations to determine adjustments for market events. Quotations of foreign investments in foreign currencies and those valued using forward currency rates are converted into U.S. dollar equivalents using a foreign exchange quotation from an approved source.

· Over-the-Counter (“OTC”) Investments. OTC Investments (including swaps and options) are generally valued by approved pricing services that use evaluated prices from various observable market and other factors. Certain OTC swap contracts are generally valued using industry pricing models, broker quotes or other methodologies pursuant to the Valuation Policy. Forward foreign currency contracts are generally valued using the mean between broker-dealer bid and ask quotations, and foreign currency exchange rates gathered from leading market makers.

· Domestic and Foreign Debt Investments. Debt Investments, including short-term debt, are generally valued using the mean between bid and ask prices provided by approved pricing and quotation services which are based upon evaluated prices determined from various observable market and other factors.

· Investment Companies. Fund investments in other investment companies are valued at their respective NAVs.

· Exchange Traded Futures Contracts, Options and Swaps. Exchange traded futures contracts, options and swaps are generally valued using the settlement price determined by the relevant exchange. Exchange traded futures contracts, options and swaps for which no settlement price is reported, are generally valued at the mean between the most recent bid and ask prices obtained from approved pricing services, established market makers, or from broker-dealers.

· Portfolio Optimization Funds and Pacific Funds Diversified Alternatives. The investments of each Portfolio Optimization Fund and Pacific Funds Diversified Alternatives consist of Class P shares of the applicable Underlying Funds they hold, which are valued at their respective NAVs.

Investment Values Determined by a Trustee Valuation Committee or a Valuation Committee Approved by the Board

The Trust’s Valuation Policy includes methodologies approved for valuing investments in circumstances where market quotations are not readily available. In such circumstances, the Valuation Policy provides that the value of such investments may be determined in accordance with Board approved formulas and methodologies (“Alternate Valuation Methodologies”). Under the Valuation Policy, these Alternate Valuation Methodologies may include, among others, amortized cost, the use of broker quotes, the use of purchase prices, and benchmark and matrix pricing. In the event market quotations or Alternate Valuation Methodologies are not readily available or are determined to be unreliable, the value of the investments will be determined in good faith by the TVC, or determined by the VOC or its delegate pursuant to the Valuation Policy and then subsequently submitted for approval or ratification to the TVC or to the Board. Valuations determined by the TVC or the VOC or its delegate may require subjective inputs about the value of such investments. While these valuations are intended to estimate the value a Fund might reasonably expect to receive upon the current sale of the investments in the ordinary course of business, such values may differ from the value that a Fund would actually realize if the investments were sold or values that would be obtained if a different valuation methodology had been used.

Market quotations are considered not readily available if: (1) the market quotations received are deemed unreliable or inaccurate, (2) approved pricing services do not provide a valuation for a particular investment, or (3) material events occur after the close of the principal market for a particular investment but prior to the scheduled close of the NYSE.

Security and Shareholder Protection

To help fight the funding of terrorism and money laundering activities, federal law generally requires financial institutions to obtain, verify and record information identifying each person who opens an account and to determine whether such person’s name appears on any governmental agency list of suspected terrorists or terrorist organizations. The Trust may report certain transaction activity to the government. When you open an account, you may be required to provide your full name, date of birth, physical residential address (although post office boxes are still permitted for mailing purposes) and Social Security or tax identification number. You may also need to provide your driver’s license, passport or other identifying documents, and corporations and other non-natural persons may have to provide additional identifying information. Not providing this information may result in incomplete orders and transactions, failure to open your account, delayed or unprocessed transactions or account closure. These requirements and procedures may change from time to time to comply with government regulations or guidance.

Prevention of Disruptive Trading

The Funds are not intended to serve as a vehicle for frequent trading in response to short-term fluctuations in the market. Frequent short-term trading or trades that involve relatively large amounts of assets in response to short-term fluctuations in the market can disrupt the management of the Fund and can raise expenses through increased trading and transaction costs, forced and unplanned portfolio turnover, lost opportunity costs, and large asset swings that decrease the Funds’ ability to provide maximum investment return to all shareholders. In addition, certain trading activity that attempts to take advantage of inefficiencies in the valuation of the Funds’ securities holdings may dilute the interests of the remaining shareholders. This in turn can have an adverse effect on the Funds’ performance. While these issues can occur in connection with any of the Funds, Funds holding securities that are subject to market pricing inefficiencies could be more susceptible to abuse. Accordingly, the Board adopted a policy with respect to certain limitations on exchanges.

The Trust requires that the limitations specified below on exchanges apply to all persons (i.e., to natural persons, partnerships, corporations, limited liability companies, trusts or any other type of entity) investing in the Funds of the Trust.

123

To discourage frequent trading, you:

· may not make more than 12 exchanges out of each of the PF Fixed Income Funds or PF U.S. Equity Funds per calendar year.

· may not make more than 2 exchanges out of each of the PF Fixed Income Funds or PF U.S. Equity Funds per calendar month.

For clarification purposes, multiple exchanges out of the same PF Fixed Income Funds or PF U.S. Equity Fund on the same trading day count as one exchange.

The Trust does not accommodate trading in excess of these limitations. The exchange limitations outlined above will not apply to the following transactions:

· exchanges from a Fund that seeks to achieve its investment goal by investing primarily in other Funds of the Trust;

· redemptions from a Fund;

· systematic transactions (dollar cost averaging, dividend reinvestments, automatic investment plans);

· loans and loan repayments; or

· transactions by omnibus accounts, provided the omnibus provider has its own trading policy which is reasonably designed to prevent disruptive trading activity (as determined by the Trust and the Adviser).

The Trust monitors certain large transaction activity in an attempt to detect patterns of trading that may not be in the best interests of the Trust. While these policies have been adopted to attempt to detect and limit trading that is frequent or disruptive to the Funds’ operations, there is no assurance that the policies would be effective in deterring all such trading activity.

Organizations and individuals that use market timing investment strategies and make frequent exchanges should not invest in Funds of the Trust. The Trust maintains sole discretion to restrict or reject, without prior notice, any exchange instructions and to restrict or reject pre-authorized exchange forms from a market timing organization or individual authorized to give exchange instructions on behalf of multiple shareholders, if in the sole discretion of the Trust (or its agent) the requested transactions were to have a negative impact on remaining shareholders.

The Trust might limit the size, number, and frequency of exchanges if they were to be disruptive to the management of a Fund. The Trust may also otherwise restrict, suspend, or reject any exchange request or privilege that could be harmful to a Fund or to other shareholders, or cancel the exchange privilege altogether. Notice of any limitations, restrictions, suspensions or rejections may vary according to the particular circumstances.

The Trust reserves the right to impose a transaction fee or redemption fee against future exchange amounts. Prior to imposing any such fee, which is subject to Board approval, we would supplement this prospectus and provide notice to shareholders.

The Trust is unable to directly monitor the trading activity of beneficial owners who hold shares of the PF Fixed Income Funds or PF U.S. Equity Funds through omnibus accounts (i.e., accounts that are not on the books of the Trust’s transfer agent, for example, third-party 401(k) and other group retirement plans) maintained by financial intermediaries.

Omnibus account arrangements enable financial intermediaries to aggregate share ownership positions of multiple investors and purchase, redeem and exchange shares without the identity of the particular shareholder(s) being known to the Trust. Accordingly, the ability of the Trust to monitor, detect or limit frequent share trading activity through omnibus accounts is limited. In such cases, the Trust or its agent(s) may request from the financial intermediaries information that differs from that which is normally available to the Trust or its agent(s). In such instances, the Trust will seek to monitor purchase and redemption activity through the overall omnibus account(s) or retirement and benefit plan account(s). If the Trust identifies activity that might be indicative of excessive short-term trading activity, the Trust or its designated agent will notify the applicable financial intermediary or retirement and benefit plan and request that it provide or review information on individual account transactions so that the Trust or the financial intermediary or retirement and benefit plan can determine if any investors were engaging in excessive or short-term trading activity. If an investor is identified as engaging in undesirable trading activity, the Trust or its designated agent will request that the financial intermediary or retirement and benefit plan take appropriate action to curtail the activity and will also work with the relevant party to do so. Such actions may include actions similar to those that the Trust would take such as placing blocks on accounts to prohibit future purchases and exchanges of Fund shares, or requiring that the investor place trades on a manual basis, either indefinitely or for a period of time. If the Trust determines that the financial intermediary or retirement and benefit plan has not demonstrated adequately that it has taken appropriate action to curtail the excessive short-term trading, the Trust or its agent(s) may terminate the relationship. Although these measures are available, there is no assurance that the Trust or its agent(s) will be able to identify shareholders who may be engaging in frequent trading activity through omnibus accounts or to curtail such trading.

Retirement and benefit plans include qualified and non-qualified retirement plans, deferred compensation plans and certain other employer sponsored retirement, savings or benefits plans, excluding Individual Retirement Accounts.

Dividends and Distributions

Each Fund intends to distribute substantially all of its net investment income, as described in the schedule below, and distribute realized capital gains, if any, to shareholders at least annually, although distributions could occur more or less frequently if it is advantageous to the specific Fund and to its shareholders. Except with respect to Class R shares, you may automatically reinvest dividends and capital gains distributions into additional shares of the same class of shares of the same Fund or another available Fund within the same account, if you meet that Fund’s minimum balance requirement. All dividend and capital gain distributions for Class R shares will be automatically

124

reinvested into additional shares of the same class of shares of the same Fund generating such dividend and/or capital gain distribution. No sales charge or CDSC will apply to the reinvested amounts.

Dividends on net investment income, if any, are generally distributed according to the following schedule, although distributions could occur more or less frequently if it is advantageous to the specific Fund and to its shareholders:

· Portfolio Optimization Funds, PF U.S. Equity Funds and Pacific Funds Diversified Alternatives – dividends, if any, are generally declared and paid annually.

· PF Fixed Income Funds – dividends, if any, are generally declared and paid monthly.

Distribution and Servicing Arrangements

Sales and servicing commissions

The Distributor pays broker-dealers that sell shares of the Funds various forms of sales and servicing compensation as described in the Pacific Funds SAI. The Distributor pays a sales commission for selling Fund shares and a trail commission for servicing Fund shareholders. Trail commissions may take into account, among other things, the length of time the Funds’ shares have been held, your account value, and the share class purchased. The Distributor generally pays sales and servicing commissions from its own resources, and receives compensation from sales charges and distribution and service fees from the Trust’s Distribution and/or Service Plans, which helps the Distributor recoup all or a portion of commissions it pays. See the SAI for details of sales and servicing commission amounts.

Sales-based payments, including sales commissions, primarily create incentives to make new sales of Fund shares; asset-based payments, including trail commissions, create incentives to retain previously sold Fund shares in investor accounts.

Revenue sharing payments

In addition to the sales and servicing commissions noted above, the Distributor or an affiliate may pay to selling group members, from their own resources, additional cash compensation in connection with the promotion and sales of Fund shares and/or servicing Fund shareholders, which may sometimes be referred to as “revenue sharing,” and provide other incentives (non-cash compensation) in connection with the promotion and sale of Fund shares. Not all selling group members receive additional compensation and the amount of compensation varies. The range of additional cash compensation based on sales generally does not exceed 0.25% and trail commissions based on account value generally does not exceed 0.20% on an annual basis. Revenue sharing payments, as well as the other compensation and allowances noted below, may provide your brokerage firm with an incentive to favor the Trust. In consideration for revenue sharing, a brokerage firm may feature certain Funds in its sales system or give preferential access to members of its sales force or management and confer some other marketing benefit such as website placement, access to registered representative lists, extra marketing assistance or other heightened visibility and access to the brokerage firm’s sales force that may otherwise influence the way that the brokerage firm and the registered representative market the Funds’ shares.

The Distributor hopes to benefit from revenue sharing by increasing Pacific Funds’ net assets, which, as well as benefiting the Trust, would result in additional management and other fees for PLFA and its affiliates.

In addition, PLFA, the Distributor or their affiliates may pay amounts from their own resources up to 0.25% of account value on an annual basis to compensate or reimburse certain financial intermediaries for administrative and shareholder services provided to the Trust and their shareholders (to the extent the Trust does not pay for such costs directly). This includes shareholder services provided to plans (and plan participants) or other omnibus accounts (and beneficial owners) holding shares of Pacific Funds. The services include but are not limited to, acting as shareholder of record, processing purchase and redemption orders, maintaining account records (e.g., sub-accounting) and delivering account statements, and answering questions.

Other compensation and allowances

The Distributor or an affiliate may also pay expense allowances, reimbursements and training allowances. Such payments provide the opportunity for training and other educational programs so that your registered representative may serve you better. The Distributor or an affiliate may also reimburse trade or processing charges (e.g., ticket charges) in connection with the sale of the Funds’ shares. Registered representatives may also receive non-cash compensation such as educational or training seminars or promotional merchandise. See SAI for additional details of such other compensation.

Information about your broker

The registered representative (your broker), who is responsible for selling the Funds’ shares to you, typically receives a portion of the compensation that is payable to the selling group member with which he or she is associated, depending on the agreement between your registered representative and his or her firm. The Distributor and the Trust are not involved in determining that compensation arrangement which may present its own incentives or conflicts. You may ask your registered representative how he or she will personally be compensated for the transaction.

PLFA, the Distributor and their affiliates may have other relationships with your brokerage firm relating to the provisions of the service to the Trust, such as providing omnibus account services, transaction processing service or effecting portfolio transactions for Funds. If your brokerage firm provides these services, the investment adviser or the Trust may compensate the firm for these services. In addition, your brokerage firm may have other compensation relationships with the investment adviser or its affiliates that are not related to the Trust.

125

Additional information

The compensation that is described in this section as well as in the SAI, and any other compensation or benefits provided by PLFA, the Distributor or its affiliates may be more or less than the overall compensation paid to selling group members on similar or other products and may influence your registered representative, broker-dealer, or other financial intermediaries to present or make available Pacific Funds over other investment options in the marketplace. You should ask your registered representative or financial intermediary how they are compensated for selling shares of the Trust. Please refer to the SAI for additional details on distribution and servicing arrangements, other compensation and allowances, and revenue sharing payments, including the list of broker-dealers or other firms that were receiving revenue sharing payments as of March 31, 2016.

General Summary of Tax Consequences

The following discussion relates only to federal income tax. Refer to the SAI for additional federal income tax information. The consequences under other tax laws may differ. You should consult with your tax adviser regarding the possible application of foreign, state and local income tax laws to Fund dividends and capital gains distributions. Pacific Funds, its Distributor (Pacific Select Distributors, LLC), its Administrator (Pacific Life Insurance Company) and each of their respective affiliates and representatives do not provide tax, accounting or legal advice. Any taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax adviser.

Each Fund will distribute substantially all of its income and realized capital gains to its shareholders every year. These distributions are taxed as either ordinary income, “qualified dividends,” or long-term capital gains. Federal taxes on capital gains distributions are determined by how long the Fund owned the investments that generated the gains, not how long a shareholder has owned the shares and there is no requirement that the Funds take into consideration any tax implications when implementing their investment strategies. Funds with high portfolio turnover may realize gains at an earlier time than Funds with a lower turnover and may not hold securities long enough to obtain the benefit of long-term capital gains tax rates. All distributions paid by a Fund will generally be taxable to you regardless of whether they are paid in cash or reinvested in additional shares of the Fund. Shareholders should note that a Fund may have distributions of income and capital gains to shareholders, which will be taxable to shareholders, even when share values have declined.

Generally, shareholders are subject to U.S. federal income tax on Fund dividends or distributions or on sales or exchanges of Fund shares. However, shareholders that are exempt from U.S. federal income tax, such as retirement plans that are qualified under Section 401 of the IRC, generally are not subject to U.S. federal income tax on Fund dividends or distributions or on sales or exchanges of Fund shares within such tax exempt accounts. Accordingly, a plan participant whose retirement plan invests in a Fund generally is not taxed on dividends or distributions received by the plan or on sales or exchanges of shares of a Fund by the plan for U.S. federal income tax purposes. However, distributions to plan participants from a retirement plan generally are taxable to plan participants as ordinary income and may be subject to a 10% federal penalty tax if taken prior to the age of 59 1⁄2.

Currently, the maximum tax rate for individual taxpayers on long-term capital gains and qualified dividends is either 15% or 20%, depending on whether the individual’s income exceeds certain threshold amounts. This rate does not apply to corporate taxpayers. Distributions of earnings from non-qualifying dividends, interest income and short-term capital gains will be taxed at the taxpayer’s ordinary income tax rate. Distributions from Funds investing in bonds and other debt instruments will not generally qualify for the lower rates. Funds that invest in companies not paying significant dividends on their stock will not generally derive much qualifying dividend income that is eligible for the lower rate on qualified dividends. In addition, certain holdings period requirements must be satisfied by both a Fund and shareholder in order to be eligible for lower rates on qualified dividends.

An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts.

You will owe taxes on distributions paid from income or gains earned prior to your investment, which are included in the share price you pay. For example, if you were to buy shares on or just before the record date of a Fund distribution, you would pay full price for the shares and may receive a portion of your investment back as a taxable distribution. If a Fund were to declare a distribution in October, November or December but pay it in January, you could or might be taxed on the amount of the distribution as if you were to receive it in the previous year. Any gain resulting from selling or exchanging shares will generally be subject to U.S. federal income tax. Any such gain or loss upon a sale, redemption, or exchange of shares would be a capital gain or loss if you were to hold the shares as a capital asset at the time of the sale, redemption, or exchange. This gain or loss would generally be a long-term capital gain or loss if you were to hold the shares for more than one year; otherwise such gain or loss would generally be a short-term capital gain or loss.

You must provide your correct taxpayer identification number and certify that you are not subject to backup withholding for each Fund in which you invest. If not, the Fund would be required to withhold a portion of your taxable distributions and redemption proceeds as backup withholding.

The Portfolio Optimization Funds and Pacific Funds Diversified Alternatives can have income, gains or losses from any distributions or redemptions in the Underlying Funds. Distributions of the long-term capital gains of the Portfolio Optimization Funds, Pacific Funds Diversified Alternatives or the Underlying Funds will generally be taxed as long-term capital gains. Other distributions, including short-term capital gains, will be taxed as ordinary income.

126

None of the Portfolio Optimization Funds or Pacific Funds Diversified Alternatives can use gains distributed by one Underlying Fund to offset losses in another Underlying Fund. Redemptions of shares in an Underlying Fund, including those resulting from allocation changes, could also cause additional distributable gains to shareholders, a portion of which may be short-term capital gains distributable as ordinary income. Further, a portion of any losses on Underlying Fund share redemptions may be deferred under the “wash sale” rules. As a result of these factors, the Portfolio Optimization Funds’ and Pacific Funds Diversified Alternatives’ “fund of funds” structure could affect the amount, timing and character of distributions to shareholders. The Portfolio Optimization Funds and Pacific Funds Diversified Alternatives may be able to pass through from the Underlying Funds any potential benefit from the foreign tax credit or income from certain federal obligations (that may be exempt from state tax).

Document Delivery

Shareholder Mailings

To help reduce Fund expenses, environmental waste and the volume of mail you receive, only one copy of Pacific Funds’ shareholder documents (such as the prospectus, supplements, announcements, and each annual and semi-annual report) may be mailed to shareholders who share the same household address (“Householding”). You may elect to not participate in Householding by contacting the Trust or by opting out via the account application. If you are not currently participating in Householding, you may elect to do so by writing to Pacific Funds. The current documents are available on the website at any time or an individual copy of any of these documents may be requested – see the back cover of this prospectus for more information.

Unclaimed Property

It is the shareholder’s responsibility to ensure that Pacific Funds maintains a correct address for his or her account(s). If the Trust, or its transfer agent, is unable to locate a shareholder, it may determine that the shareholder’s account legally has been abandoned. In addition, if your account has no activity in it for a certain period of time, or the Trust or its transfer agent have had no contact with you and are unable to contact you regarding your account pursuant to time periods set forth by certain state regulations, the Trust may be required to transfer the assets in your account to the appropriate state under its unclaimed property laws.

If you have previously elected to receive dividend and/or capital gains distributions via check to your address of record, instead of being automatically reinvested in to your account, and the check(s) are returned to us for non-delivery or remain uncashed for six months, we will change your existing account distribution election to automatically reinvest any and all future distributions in to your account until you provide a new address. In addition, following the six month period, any returned and/or uncashed checks may be cancelled and the amount of the check will be invested in your account. No interest will accrue on any such amounts.

Electronic Delivery Consent

Subject to availability and/or current regulations, you may authorize us to provide prospectuses, prospectus supplements, annual and semi-annual reports, quarterly statements and confirmations, proxy statements, privacy notice and other notices and documentation in electronic format when available instead of receiving paper copies of these documents by U.S. mail. You may enroll in this service by so indicating on the application, or by sending us instructions in writing in a form acceptable to us to receive such documents electronically, or subject to availability, via our Internet website. Not all account documentation and notifications may be currently available in electronic format. You will continue to receive paper copies of any documents and notifications not available in electronic format by U.S. mail. By enrolling in this service, you consent to receive in electronic format any documents added in the future. For jointly owned accounts, both owners are consenting to receive information electronically. Documents will be available on our Internet website. As documents become available, we will notify you of this by sending you an e-mail message that will include instructions on how to retrieve the document. You must have ready access to a computer with Internet access, an active e-mail account to receive this information electronically, and the ability to read and retain it. You may access and print all documents provided through this service.

If you plan on enrolling in this service, or are currently enrolled, please note that:

· We impose no additional charge for electronic delivery, although your Internet provider may charge for Internet access.

· You must provide a current e-mail address and notify the Trust promptly when your e-mail address changes.

· You must update any e-mail filters that may prevent you from receiving e-mail notifications from the Trust.

· You may request a paper copy of the information at any time for no charge, even though you consented to electronic delivery, or

if you decide to revoke your consent.

· For jointly owned accounts, both owners are consenting that the primary owner will receive information electronically. (Only the primary owner will receive e-mail notices.)

· Electronic delivery will be cancelled if e-mails are returned undeliverable.

· This consent will remain in effect until you revoke it.

The Trust is not required to deliver this information electronically and may discontinue electronic delivery in whole or in part at any time. If you are currently enrolled in this service, please call customer service at (800) 722-2333 (select Option 2) if you would like to revoke your consent, wish to receive a paper copy of the information above, or need to update your e-mail address.

Fund Organization

127

may discontinue offering shares of any Fund at any time or may offer shares of a new Fund. If a Fund were discontinued, any investment allocation to that Fund would be allocated to another Fund upon approval of the trustees, as long as any required regulatory approvals were met.

ABOUT MANAGEMENT

This section provides information about the Managers that manage the Funds offered in this prospectus. PLFA, Pacific Asset Management and the sub-advisers are each a “Manager” and together the “Managers.”

PLFA, the investment adviser to the Trust, a Delaware limited liability company and wholly-owned subsidiary of Pacific Life Insurance Company, is located at 700 Newport Center Drive, Newport Beach, CA 92660. Established in 2007 as a limited liability company, PLFA is an experienced investment management organization that manages multi-asset class investment strategies.

In its role as investment adviser, PLFA, subject to review of the Trust’s Board, also supervises the management of all of the Funds in the Trust. PLFA manages the five Portfolio Optimization Funds and Pacific Funds Diversified Alternatives directly. PLFA also does business under the name “Pacific Asset Management” and manages the PF Fixed Income Funds under the Pacific Asset Management name. For the PF U.S. Equity Funds and most of the Underlying Funds, PLFA has retained other portfolio management firms (or sub-advisers), many of which have a worldwide market presence and extensive research capabilities. PLFA oversees and monitors the performance of these Managers. Under an exemptive order from the SEC, PLFA and the Trust can hire, terminate and replace the Managers (except, as a general matter, Managers affiliated with PLFA) without shareholder approval. Within 90 days of the hiring of any new Manager, shareholders of the affected Fund will be sent information about the change. Information about the Underlying Funds is contained in a separate prospectus.

PLFA also oversees and monitors the nature and quality of the services provided by the Managers, including investment performance and execution of investment strategies. PLFA conducts due diligence on Managers to evaluate their investment processes, adherence to investment styles, strategies and techniques, and other factors that may be relevant to the services provided to the Funds. For all Funds, PLFA also performs compliance monitoring services to help maintain compliance with applicable laws and regulations. PLFA also provides services related to, among others, the valuation of Fund securities, risk management, and oversight of trade execution and brokerage services.

Each Fund pays PLFA a management fee for the services it provides as investment adviser. For the most recent fiscal year ended March 31, 2016, PLFA was paid management fees (net of any waivers) for each of the Funds as a percentage of average daily net assets as set out in the table below, except for the PF U.S. Equity Funds. These Funds have not operated for a full fiscal year and, as such, their management fee rates (gross of any fee waiver) are shown. A discussion regarding the basis for the Board’s approval of the investment advisory agreement and sub-advisory agreements for the Funds in this prospectus, as applicable, is available in the Funds’ annual report dated March 31, 2016.


Fund		Management Fee Paid for Fiscal Year Ended 3/31/16 or Management Fee Rate (as a percentage of average daily net assets)
Pacific Funds Portfolio Optimization Conservative Pacific Funds Portfolio Optimization Moderate-Conservative Pacific Funds Portfolio Optimization Moderate Pacific Funds Portfolio Optimization Growth Pacific Funds Portfolio Optimization Aggressive-Growth		0.20%
Pacific Funds Short Duration Income		0.40%
Pacific Funds Core Income		0.50%
Pacific Funds Strategic Income		0.60%
Pacific Funds Floating Rate Income		0.65%
Pacific Funds Limited Duration High Income		0.63%
Pacific Funds High Income		0.60%
Pacific Funds Diversified Alternatives		0.20%
Pacific Funds Large-Cap		0.65%
Pacific Funds Large-Cap Value		0.65%
Pacific Funds Small/Mid-Cap		0.85%
Pacific Funds Small-Cap		0.85%
Pacific Funds Small-Cap Value		0.85%
Pacific Funds Small-Cap Growth		0.85%

The table that follows provides information about PLFA, Pacific Asset Management and Rothschild and each individual team member responsible for making investment decisions for the Funds (i.e., portfolio manager), including their primary title with the Manager (or affiliate) and business experience for the past five years. Each of the portfolio managers listed in the following table is jointly and primarily responsible for the day-to-day management of the respective Fund, unless there is only one portfolio manager listed which indicates that he or she is primarily responsible for that Fund. For each portfolio manager listed, the SAI provides additional information about compensation,

128

other accounts managed and ownership of securities in the Fund(s) managed by the portfolio manager. The portfolio managers for a Fund may change at the Manager’s discretion.


Pacific Life Fund Advisors LLC
PORTFOLIO OPTIMIZATION FUNDS PACIFIC FUNDS DIVERSIFIED ALTERNATIVES
Howard T. Hirakawa, CFA	Senior vice president of Pacific Life and PLFA since 2014, vice president of Pacific Select Fund and Pacific Funds since 2006, and portfolio manager since 2003. Mr. Hirakawa was vice president of Pacific Life from 2006 to 2014 and vice president of PLFA from 2007 to 2014 until he was promoted to his current position. He joined Pacific Life in 1990 and is responsible for the investment oversight relating to Pacific Select Fund, Pacific Funds and asset allocation services. Mr. Hirakawa has a BS from San Diego State University and an MBA from Claremont Graduate School.
Carleton J. Muench, CFA	Vice president of Pacific Life and PLFA since 2014, vice president of Pacific Funds and assistant vice president of Pacific Select Fund since 2006, and portfolio manager since 2006. Mr. Muench was assistant vice president of PLFA from 2007 to 2014 until he was promoted to his current position. He joined Pacific Life in 2006 and is responsible for investment oversight. Mr. Muench has a BS and an MS from Northeastern University.
Max Gokhman	Assistant vice president of Pacific Life and of asset allocation of PLFA since 2016, and portfolio manager of PLFA since 2015. Mr. Gokhman was director of Pacific Life and of asset allocation of PLFA from 2014 to 2016 until he was promoted to his current position. He joined Pacific Life in 2014 and is responsible for managing the asset allocation process as well as developing asset class views and market outlooks for Pacific Funds and Pacific Select Fund. Prior to joining Pacific Life, Mr. Gokhman was a portfolio manager at Mellon Capital from 2011 to 2014 where he managed a global macro strategy that invested in equities, debt, currencies, and commodities. He has a BA from Claremont McKenna College.
Samuel S. Park	Investment consultant of PLFA and Pacific Life since 2008, and portfolio manager since 2013. Mr. Park joined Pacific Life in 2008 and is responsible for managing the asset allocation function related to Pacific Funds and Pacific Select Fund. He has a BA from Boston University.


Pacific Asset Management
700 Newport Center Drive, Newport Beach, California 92660 PLFA is the investment adviser to the Trust. PLFA does business under the name “Pacific Asset Management” and manages the PF Fixed Income Funds under the Pacific Asset Management name. PLFA is a limited liability company and wholly-owned subsidiary of Pacific Life.
PACIFIC FUNDS SHORT DURATION INCOME
David Weismiller, CFA	Managing director and portfolio manager of Pacific Asset Management since 2007. Mr. Weismiller is the lead portfolio manager for Pacific Funds Short Duration Income. As the lead portfolio manager, he has final authority over all aspects of the Fund’s portfolio, including security selection, sector allocation and risk positioning. In addition, Mr. Weismiller covers the chemicals and utilities sectors. He has over 18 years of investment experience. He has a BA from the University of California, Santa Barbara and an MBA from the University of California, Irvine.
Michael Marzouk, CFA	Managing director and portfolio manager of Pacific Asset Management since 2007. In addition to serving as a portfolio manager to Pacific Asset Management’s corporate (bank) loan strategy, Mr. Marzouk has responsibility for covering the media cable, wireline and wireless sectors. Mr. Marzouk has over 18 years of investment experience. He has a BA from the University of California, Los Angeles and an MBA from the Anderson School of Management.

129


PACIFIC FUNDS CORE INCOME
David Weismiller, CFA	Managing director and portfolio manager of Pacific Asset Management since 2007. Mr. Weismiller is the lead portfolio manager for Pacific Funds Core Income. As the lead portfolio manager, he has final authority over all aspects of the Fund’s portfolio, including security selection, sector allocation and risk positioning. In addition, Mr. Weismiller covers the chemicals and utilities sectors. He has over 18 years of investment experience. He has a BA from the University of California, Santa Barbara and an MBA from the University of California, Irvine.
Michael Marzouk, CFA	Managing director and portfolio manager of Pacific Asset Management since 2007. In addition to serving as a portfolio manager to Pacific Asset Management’s corporate (bank) loan strategy, Mr. Marzouk has responsibility for covering the media cable, wireline and wireless sectors. Mr. Marzouk has over 18 years of investment experience. He has a BA from the University of California, Los Angeles and an MBA from the Anderson School of Management.
Brian M. Robertson, CFA	Managing director of Pacific Asset Management since 2012, portfolio manager of Pacific Asset Management since 2008 and senior analyst of Pacific Asset Management since 2007. Mr. Robertson also provides research and analysis of investments in the forest products, metals and mining and sectors. He has over 12 years of investment experience. Mr. Robertson has a BA from the University of Michigan.
PACIFIC FUNDS STRATEGIC INCOME
Brian M. Robertson, CFA	Managing director of Pacific Asset Management since 2012, portfolio manager of Pacific Asset Management since 2008 and senior analyst of Pacific Asset Management since 2007. Mr. Robertson also provides research and analysis of investments in the forest products, metals and mining and sectors. He has over 12 years of investment experience. Mr. Robertson has a BA from the University of Michigan.
Michael Marzouk, CFA	Managing director and portfolio manager of Pacific Asset Management since 2007. In addition to serving as a portfolio manager to Pacific Asset Management’s corporate (bank) loan strategy, Mr. Marzouk has responsibility for covering the media cable, wireline and wireless sectors. Mr. Marzouk has over 18 years of investment experience. He has a BA from the University of California, Los Angeles and an MBA from the Anderson School of Management.
David Weismiller, CFA	Managing director and portfolio manager of Pacific Asset Management since 2007. Mr. Weismiller is the portfolio manager on Pacific Asset Management’s core plus and investment grade bond strategies. In addition, he covers the chemicals and utilities sectors. Mr. Weismiller has over 18 years of investment experience. He has a BA from the University of California, Santa Barbara and an MBA from the University of California, Irvine.
PACIFIC FUNDS FLOATING RATE INCOME
J.P. Leasure	Senior managing director and portfolio manager of Pacific Asset Management since 2007. In addition to serving as a portfolio manager to Pacific Asset Management’s corporate (bank) loan strategy, Mr. Leasure has responsibility for overseeing all credit research activities for Pacific Asset Management. He has over 18 years of investment and banking experience. Mr. Leasure has a BA from the University of California, Los Angeles and an MBA from Columbia University.
Michael Marzouk, CFA	Managing director and portfolio manager of Pacific Asset Management since 2007. In addition to serving as a portfolio manager to Pacific Asset Management’s corporate (bank) loan strategy, Mr. Marzouk has responsibility for covering the media cable, wireline and wireless sectors. Mr. Marzouk has over 18 years of investment experience. He has a BA from the University of California, Los Angeles and an MBA from the Anderson School of Management.
PACIFIC FUNDS LIMITED DURATION HIGH INCOME
Brian M. Robertson, CFA	Managing director of Pacific Asset Management since 2012, portfolio manager of Pacific Asset Management since 2008 and senior analyst of Pacific Asset Management since 2007. Mr. Robertson also provides research and analysis of investments in the forest products, metals and mining and sectors. He has over 12 years of investment experience. Mr. Robertson has a BA from the University of Michigan.
Michael Marzouk, CFA	Managing director and portfolio manager of Pacific Asset Management since 2007. In addition to serving as a portfolio manager to Pacific Asset Management’s corporate (bank) loan strategy, Mr. Marzouk has responsibility for covering the media cable, wireline and wireless sectors. Mr. Marzouk has over 18 years of investment experience. He has a BA from the University of California, Los Angeles and an MBA from the Anderson School of Management.

130


PACIFIC FUNDS HIGH INCOME
Brian M. Robertson, CFA	Managing director of Pacific Asset Management since 2012, portfolio manager of Pacific Asset Management since 2008 and senior analyst of Pacific Asset Management since 2007. Mr. Robertson also provides research and analysis of investments in the forest products, metals and mining and sectors. He has over 12 years of investment experience. Mr. Robertson has a BA from the University of Michigan.
C. Robert Boyd	Managing director of Pacific Asset Management since 2012 and portfolio manager of Pacific Asset Management since 2014. Mr. Boyd is a member of the high yield portfolio management team and provides research and analysis of investments in the gaming, leisure, aircraft and equipment rental sectors. Prior to joining Pacific Asset Management, he was a vice president, credit analyst and bank loan portfolio manager at PIMCO since 1998. He has over 17 years of investment experience, focused on leveraged finance, credit analysis and structured products. Mr. Boyd has a BA from California State University, Long Beach and an MBA from the University of Southern California.


Rothschild Asset Management Inc.

1251 Avenue of the Americas, New York, NY 10020 Rothschild Asset Management Inc. (“Rothschild”) is a registered investment adviser and has provided investment advisory services to individual and institutional accounts since 1962. As of March 31, 2016, Rothschild’s, including all advisory affiliates’, total assets under management were approximately $6.04 billion.

PACIFIC FUNDS LARGE-CAP PACIFIC FUNDS LARGE-CAP VALUE
Luis Ferreira, CFA	Managing director of Rothschild since 2006, portfolio manager of Rothschild since 2006. Mr. Ferreira has over 22 years of investment experience. He has a BS from the Universidad de Los Andes and an MBA from Babson College.
Chris R. Kaufman	Managing director of Rothschild since 2004, portfolio manager of Rothschild since 2004. Mr. Kaufman has over 30 years of investment experience. He has a BA from Hunter College and an MBA from Columbia University.
Paul Roukis, CFA	Managing director of Rothschild since 2006, portfolio manager of Rothschild since 2005. Mr. Roukis has over 23 years of investment experience. He has a BBA from Hofstra University.
Mark K. Tavel	Managing director of Rothschild since 1988, portfolio manager of Rothschild since 1988. Mr. Tavel has over 47 years of investment experience. He has a BA from Harvard University and an MBA from Columbia University.
PACIFIC FUNDS SMALL/MID-CAP PACIFIC FUNDS SMALL-CAP PACIFIC FUNDS SMALL-CAP VALUE PACIFIC FUNDS SMALL-CAP GROWTH
Joseph Bellantoni, CFA	Managing director of Rothschild since 1997, portfolio manager of Rothschild since 1997. Mr. Bellantoni has over 32 years of investment experience. He has a BS from Fordham University and an MBA from Fordham University.
Tina Jones, CFA	Managing director of Rothschild since 2004, portfolio manager of Rothschild since 2000. Ms. Jones has over 20 years of investment experience. She has a BA from the University of Pennsylvania.
Douglas J. Levine, CFA	Managing director of Rothschild since 2007, portfolio manager of Rothschild since 2007. Mr. Levine has over 19 years of investment experience. He has a BS from Pennsylvania State University.
R. Daniel Oshinskie, CFA	Chief investment officer of Rothschild since 2011, portfolio manager of Rothschild since 2001. Mr. Oshinskie has over 29 years of investment experience. He has a BS from Virginia Commonwealth University and an MBA from Rutgers University.

131

PERFORMANCE OF COMPARABLE ACCOUNTS

About the Comparable Accounts Presentation

The following performance information shows you how accounts managed by Rothschild that are substantially similar in investment objectives (goals), policies and strategies to those of the Funds have performed in the past as measured against a broad-based market index. These accounts are represented by the composites listed below. The name of the composite is shown next to the corresponding Fund in the below table:


Composite	Fund
Rothschild U.S. Large-Cap Core Composite	Pacific Funds Large-Cap
Rothschild U.S. Large-Cap Value Composite	Pacific Funds Large-Cap Value
Rothschild U.S. Small/Mid-Cap Core Composite	Pacific Funds Small/Mid-Cap
Rothschild U.S. Small-Cap Core Composite	Pacific Funds Small-Cap
Rothschild U.S. Small-Cap Value Composite	Pacific Funds Small-Cap Value
Rothschild U.S. Small-Cap Growth Composite	Pacific Funds Small-Cap Growth

The performance of a composite does not show you how a Fund has performed or will perform. This presentation is provided because the accounts represented in each composite are: (i) managed by the same Manager (i.e., Rothschild) that makes all investment decisions for the corresponding Fund and (ii) substantially similar in investment objectives (goals), policies and strategies to those of the corresponding Fund.

When showing a composite, Rothschild generally includes all of its accounts that meet the requirements of the specific composite with substantially similar investment objectives (goals), policies and strategies as those of the corresponding Fund. Rothschild excludes accounts that are too small, have too short an operational period to accurately reflect Rothschild’s performance, or do not meet other established criteria for a published composite. Rothschild has represented that this exclusion would not materially affect the performance information or cause the presentation to be misleading. Rothschild claims compliance with the Global Investment Performance Standards (“GIPS^{^®}”) for each composite shown below. Accounts that are included in the composite are not subject to the limitations, diversification requirements and other restrictions of the 1940 Act or Subchapter M of the IRC, which if imposed, could have affected their performance.

All returns for a composite shown below that are not adjusted for Pacific Funds fees and expenses are presented after the deduction of investment advisory fees, brokerage commissions and execution costs paid by the separate account portfolios comprising the composite without provision for federal or state income taxes. These composite returns have been reduced by the amount of the highest investment advisory fee charged to any Rothschild client invested in a substantially similar strategy for the periods shown. The composites below do not reflect any custody fee charges, sales loads or placement fees as such fees are not assessed on these accounts.

Rothschild calculates the composite performance and portfolio values using security prices from an independent pricing service. Expenses are deducted from the gross returns. The performance calculation methods used for each composite presented below are different from the U.S. Securities and Exchange Commission’s standardized performance calculation methods applicable to registered mutual funds. Investors should also be aware that the use of a methodology different from that described above to calculate performance of the Funds could result in different performance data.

The performance shows the historical track record of Rothschild, the Manager, and is not intended to imply how the Funds by themselves have performed or will perform. Total returns represent past performance of the composites and not the Funds.

Rothschild U.S. Large-Cap Core Composite

The performance information shown below is that of the Rothschild U.S. Large-Cap Core Composite (the “LCC Composite”), a composite which consists of all discretionary, fee-paying, tax-exempt accounts with no client restrictions on trading or stock selection (and thereby excludes mutual funds) using the Rothschild U.S. Large-Cap strategy, a strategy substantially similar to the strategy Rothschild manages for Pacific Funds Large-Cap, a minimum of $2 million in total market value (market fluctuations will not cause removal), and a benchmark of the S&P 500 Index. The LCC Composite was created on January 1, 1990 and is substantially similar in investment objectives (goals), policies and strategies as Pacific Funds Large-Cap. The table shows the historical performance of the LCC Composite which, as of December 31, 2015, consisted of 23 accounts comprising $1.1 billion in assets under Rothschild management. The LCC Composite consists of all accounts that meet the composite requirements and that are managed by Rothschild in a substantially similar manner to that of Pacific Funds Large- Cap. Accounts that did not meet the composite requirements and thus were excluded from the composite are nine accounts ($16 million) that have client restrictions or low market values, one commingled fund ($32 million), seven wrap-fee platforms ($642 million), one mutual fund (<$2 million) and one UCITS fund ($91 million). Rothschild has represented that exclusion of these accounts does not materially change the performance numbers shown or cause the presentation to be misleading. Results for the full historical period are time-weighted, meaning the rates of return are adjusted to take into account the time periods before and after cash flows into and out of the accounts comprising the composite in order to minimize any impact on returns that is based on such cash flows. The LCC Composite is asset-weighted, meaning the calculations are weighted by the size of each client’s account in relation to the size of the total composite, using daily market value.

132

The composite performance is provided to illustrate the past performance of the composite of Rothschild’s similarly managed accounts as measured against a broad based market index and the prior performance of Rothschild, and does not represent the historical performance of Pacific Funds Large-Cap. You should not consider this performance data to be an indication of future performance of Pacific Funds Large-Cap.

The discretionary accounts comprising the LCC Composite are not registered mutual funds and generally were not subject to the same types of expenses as Pacific Funds Large-Cap or to the diversification requirements, specific tax restrictions and investment limitations imposed on Pacific Funds Large-Cap by the 1940 Act or the IRC, which, if applicable, may have resulted in lower performance results for the LCC Composite. In addition, the operating expenses incurred by the managed accounts were lower than the operating expenses of Pacific Funds Large-Cap and, accordingly, the performance results of the LCC Composite shown below are higher than what Pacific Funds Large-Cap’s performance would have been.

The performance data below is for the LCC Composite and the prior performance of Rothschild and is not the performance results for Pacific Funds Large-Cap.


Annual total returns/Average annual total returns for the periods ending December 31, 2015
Year/Period	LCC Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Large-Cap (Class A)¹	LCC Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Large-Cap (Class C)²	LCC Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Large-Cap (Advisor Class)³	LCC Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Large-Cap (Investor Class)⁴	LCC Composite⁵	S&P 500 Index⁶
2015	(1.62%)	(2.36%)	(1.38%)	(1.62%)	(1.23%)	1.38%
2014	12.29%	11.46%	12.57%	12.29%	12.74%	13.69%
2013	32.56%	31.59%	32.88%	32.56%	33.07%	32.39%
2012	15.59%	14.74%	15.88%	15.59%	16.05%	16.00%
2011	4.44%	3.67%	4.70%	4.44%	4.86%	2.11%
2010	13.20%	12.36%	13.48%	13.20%	13.65%	15.06%
2009	19.98%	19.10%	20.28%	19.98%	20.46%	26.46%
2008	(32.24%)	(32.76%)	(32.06%)	(32.24%)	(31.96%)	(37.00%)
2007	7.11%	6.31%	7.38%	7.11%	7.54%	5.49%
2006	18.83%	17.95%	19.12%	18.83%	19.30%	15.79%
2005	5.12%	4.33%	5.38%	5.12%	5.53%	4.91%
2004	13.00%	12.17%	13.28%	13.00%	13.45%	10.88%
2003	27.90%	26.96%	28.21%	27.90%	28.40%	28.68%
2002	(19.81%)	(20.42%)	(19.60%)	(19.81%)	(19.48%)	(22.10%)
2001	(1.15%)	(1.89%)	(0.90%)	(1.15%)	(0.75%)	(11.89%)
2000	(0.36%)	(1.10%)	(0.11%)	(0.36%)	0.04%	(9.10%)
1999	8.25%	7.45%	8.52%	8.25%	8.68%	21.04%
1998	17.96%	17.09%	18.25%	17.96%	18.43%	28.58%
1997	36.79%	35.79%	37.13%	36.79%	37.33%	33.36%
1996	19.25%	18.37%	19.54%	19.25%	19.72%	22.96%
1995	30.02%	29.06%	30.33%	30.02%	30.52%	37.58%
1994	(1.38%)	(2.12%)	(1.14%)	(1.38%)	(0.99%)	1.32%
1993	15.18%	19.40%	20.59%	20.29%	20.76%	10.08%
1 year	(5.80%)	(2.36%)	(1.38%)	(1.62%)	(1.23%)	1.38%
3 years	11.93%	12.72%	13.84%	13.56%	14.01%	15.13%
5 years	11.10%	11.24%	12.35%	12.07%	12.52%	12.57%
10 years	7.09%	6.75%	7.82%	7.55%	7.98%	7.31%
Since January 1, 1993⁷	9.25%	8.64%	9.73%	9.45%	9.89%	9.09%

¹ This column shows you the performance of the LCC Composite after the sales loads, fees and expenses of Class A shares of Pacific Funds Large-Cap (estimated at an annual rate of 100 basis points) have been deducted from the LCC Composite’s gross performance. Because Class A sales loads are a front-end sales charge imposed only on an initial investment, the Class A sales load has been deducted from the initial year’s composite return only and from the 1-year period in each of the average annual total return figures for the composite.

² This column shows you the performance of the LCC Composite after the fees and expenses of Class C shares of Pacific Funds Large-Cap (estimated at an annual rate of 175 basis points) have been deducted from the LCC Composite’s gross performance. Because Class C sales loads are charged only upon a redemption of an investment within the first year and the composite returns do not assume redemptions for the periods shown and are for periods of one year or longer, the Class C sales load has not been deducted from any of the composite returns.

³ This column shows you the performance of the LCC Composite after the fees and gross expenses of the Advisor Class shares of Pacific Funds Large-Cap (estimated at an annual rate of 75 basis points) have been deducted from the LCC Composite’s gross performance.

133

⁴ This column shows you the performance of the LCC Composite after the fees and gross expenses of the Investor Class shares of Pacific Funds Large-Cap (estimated at an annual rate of 100 basis points) have been deducted from the LCC Composite’s gross performance.

⁵ This column shows you the performance of the LCC Composite after investment advisory fees and trading costs of the accounts comprising the composite have been deducted on a monthly basis from the gross returns of the composite (estimated at an annual rate of 60 basis points). The investment advisory fee charges deducted represent the highest advisory fee charged to any account comprising the composite for the period(s) shown.

⁶ The S&P 500 Index is an unmanaged index generally considered representative of the market for stocks of U.S. large-capitalization companies and includes reinvestment of dividends. You cannot invest directly in an index.

⁷ The inception date for the LCC Composite is January 1, 1990. Returns for the periods from January 1, 1990 through December 31, 1992 are not shown because they are not GIPS verified. Rothschild has represented that exclusion of these returns would not materially affect the performance information or cause the presentation to be misleading.

Rothschild U.S. Large-Cap Value Composite

The performance information shown below is that of the Rothschild U.S. Large-Cap Value Composite (the “LCV Composite”), a composite which consists of all discretionary, fee-paying, tax-exempt accounts with no client restrictions on trading or stock selection (and thereby excludes mutual funds) using the Rothschild U.S. Large-Cap Value strategy, a strategy substantially similar to the strategy Rothschild manages for Pacific Funds Large-Cap Value, a minimum of $2 million in total market value (market fluctuations will not cause removal), and a benchmark of the Russell 1000 Value Index. The LCV Composite was created on October 1, 2000 and is substantially similar in investment objectives (goals), policies and strategies as Pacific Funds Large-Cap Value. The table shows the historical performance of the LCV Composite which, as of December 31, 2015, consisted of 25 accounts comprising $402 million in assets under Rothschild management. The LCV Composite consists of all accounts that meet the composite requirements and that are managed by Rothschild in a substantially similar manner to that of Pacific Funds Large-Cap Value. Accounts that did not meet the composite requirements and thus were excluded from the composite are for three accounts ($47 million) that have client restrictions or low market values, one commingled fund ($20 million), one mutual fund (<$1 million), five wrap-fee platforms ($620 million) and one new account ($14 million) that will be added to the composite in January 2016. Rothschild has represented that exclusion of these accounts does not materially change the performance numbers shown or cause the presentation to be misleading. Results for the full historical period are time-weighted, meaning the rates of return are adjusted to take into account the time periods before and after cash flows into and out of the accounts comprising the composite in order to minimize any impact on returns that is based on such cash flows. The LCV Composite is asset-weighted, meaning the calculations are weighted by the size of each client’s account in relation to the size of the total composite, using daily market value.

The composite performance is provided to illustrate the past performance of the composite of Rothschild’s similarly managed accounts as measured against a broad based market index and the prior performance of Rothschild, and does not represent the historical performance of Pacific Funds Large-Cap Value. You should not consider this performance data to be an indication of future performance of Pacific Funds Large-Cap Value.

The discretionary accounts comprising the LCV Composite are not registered mutual funds and generally were not subject to the same types of expenses as Pacific Funds Large-Cap Value or to the diversification requirements, specific tax restrictions and investment limitations imposed on Pacific Funds Large-Cap Value by the 1940 Act or the IRC, which, if applicable, may have resulted in lower performance results for the LCV Composite. In addition, the operating expenses incurred by the managed accounts were lower than the operating expenses of Pacific Funds Large-Cap Value and, accordingly, the performance results of the LCV Composite shown below are higher than what Pacific Funds Large-Cap Value’s performance would have been.

The performance data below is for the LCV Composite and the prior performance of Rothschild and is not the performance results for Pacific Funds Large-Cap Value.


Annual total returns/Average annual total returns for the periods ending December 31, 2015
Year/Period	LCV Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Large-Cap Value (Class A)¹	LCV Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Large-Cap Value (Class C)²	LCV Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Large-Cap Value (Advisor Class)³	LCV Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Large-Cap Value (Investor Class)⁴	LCV Composite⁵	Russell 1000 Value Index⁶
2015	(2.30%)	(3.04%)	(2.06%)	(2.30%)	(1.81%)	(3.83%)
2014	13.19%	12.36%	13.47%	13.19%	13.75%	13.45%
2013	35.89%	34.90%	36.22%	35.89%	36.55%	32.53%
2012	18.30%	17.43%	18.59%	18.30%	18.88%	17.51%
2011	0.00%	(0.75%)	0.25%	0.00%	0.50%	0.39%
2010	10.72%	9.89%	10.99%	10.72%	11.27%	15.51%
2009	22.81%	21.91%	23.12%	22.81%	23.42%	19.69%
2008	(34.70%)	(35.20%)	(34.53%)	(34.70%)	(34.36%)	(36.85%)
2007	4.80%	4.02%	5.06%	4.80%	5.33%	(0.17%)
2006	22.58%	21.68%	22.88%	22.58%	23.18%	22.25%
2005	8.94%	8.13%	9.21%	8.94%	9.48%	7.05%
2004	14.30%	13.45%	14.58%	14.30%	14.86%	16.49%
2003	28.98%	28.04%	29.30%	28.98%	29.62%	30.03%
2002	(15.15%)	(15.80%)	(14.94%)	(15.15%)	(14.72%)	(15.52%)

134


Annual total returns/Average annual total returns for the periods ending December 31, 2015
Year/Period	LCV Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Large-Cap Value (Class A)¹	LCV Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Large-Cap Value (Class C)²	LCV Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Large-Cap Value (Advisor Class)³	LCV Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Large-Cap Value (Investor Class)⁴	LCV Composite⁵	Russell 1000 Value Index⁶
2001	(2.64%)	(3.37%)	(2.40%)	(2.64%)	(2.15%)	(5.59%)
10/1/00 — 12/31/00	(2.27%)	1.88%	2.13%	2.07%	2.20%	3.60%
1 year	(6.46%)	(3.04%)	(2.06%)	(2.30%)	(1.81%)	(3.83%)
3 years	12.89%	13.69%	14.82%	14.54%	15.11%	13.08%
5 years	11.22%	11.36%	12.47%	12.20%	12.75%	11.27%
10 years	6.86%	6.53%	7.59%	7.33%	7.86%	6.16%
Since Inception (October 1, 2000)	6.55%	6.05%	7.12%	6.85%	7.38%	6.01%

¹ This column shows you the performance of the LCV Composite after the sales loads, fees and expenses of Class A shares of Pacific Funds Large-Cap Value (estimated at an annual rate of 110 basis points) have been deducted from the LCV Composite’s gross performance. Because Class A sales loads are a front-end sales charge imposed only on an initial investment, the Class A sales load has been deducted from the initial year’s composite return only and from the 1-year period in each of the average annual total return figures for the composite.

² This column shows you the performance of the LCV Composite after the fees and expenses of Class C shares of Pacific Funds Large-Cap Value (estimated at an annual rate of 185 basis points) have been deducted from the LCV Composite’s gross performance. Because Class C sales loads are charged only upon a redemption of an investment within the first year and the composite returns do not assume redemptions for the periods shown and are for periods of one year or longer, the Class C sales load has not been deducted from any of the composite returns.

³ This column shows you the performance of the LCV Composite after the fees and gross expenses of the Advisor Class shares of Pacific Funds Large-Cap Value (estimated at an annual rate of 85 basis points) have been deducted from the LCV Composite’s gross performance.

⁴ This column shows you the performance of the LCV Composite after the fees and gross expenses of the Investor Class shares of Pacific Funds Large-Cap Value (estimated at an annual rate of 110 basis points) have been deducted from the LCV Composite’s gross performance.

⁵ This column shows you the performance of the LCV Composite after investment advisory fees and trading costs of the accounts comprising the composite have been deducted on a monthly basis from the gross return of the composite (estimated at an annual rate of 60 basis points). The investment advisory fee charges deducted represent the highest advisory fee charged to any account comprising the composite for the period(s) shown.

⁶ The Russell 1000 Value Index is an unmanaged index generally representative of the market for the stocks of large-capitalization U.S. companies and includes reinvestment of dividends. You cannot invest directly in an index.

Rothschild U.S. Small/Mid-Cap Core Composite

The performance information shown below is that of the Rothschild U.S. Small/Mid-Cap Core Composite (the “SMID Composite”), a composite which consists of all discretionary, fee-paying, tax-exempt accounts with no client restrictions on trading or stock selection (and thereby excludes mutual funds) using the Rothschild U.S. Small/Mid-Cap strategy, a strategy substantially similar to the strategy Rothschild manages for Pacific Funds Small/Mid-Cap, and a benchmark of the Russell 2500 Index. The SMID Composite was created on January 1, 1997 and is substantially similar in investment objectives (goals), policies and strategies as Pacific Funds Small/Mid-Cap. The table shows the historical performance of the SMID Composite which, as of December 31, 2015, consisted of 16 accounts comprising $557 million in assets under Rothschild management. The SMID Composite consists of all accounts that meet the composite requirements and that are managed by Rothschild in a substantially similar manner to that of Pacific Funds Small/Mid-Cap. Accounts that did not meet the composite requirements and thus were excluded from the composite are one account ($15 million) that has client restrictions, one commingled fund ($302 million), one mutual fund (<$1 million) and one collective investment trust fund ($276 million). Rothschild has represented that exclusion of these accounts does not materially change the performance numbers shown or cause the presentation to be misleading. Results for the full historical period are time-weighted, meaning the rates of return are adjusted to take into account the time periods before and after cash flows into and out of the accounts comprising the composite in order to minimize any impact on returns that is based on such cash flows. The SMID Composite is asset-weighted, meaning the calculations are weighted by the size of each client’s account in relation to the size of the total composite, using daily market value.

The composite performance is provided to illustrate the past performance of the composite of Rothschild’s similarly managed accounts as measured against a broad based market index and the prior performance of Rothschild, and does not represent the historical performance of Pacific Funds Small/Mid-Cap. You should not consider this performance data to be an indication of future performance of Pacific Funds Small/Mid-Cap.

The discretionary accounts comprising the SMID Composite are not registered mutual funds and generally were not subject to the same types of expenses as Pacific Funds Small/Mid-Cap or to the diversification requirements, specific tax restrictions and investment limitations imposed on Pacific Funds Small/Mid-Cap by the 1940 Act or the IRC, which, if applicable, may have resulted in lower performance results for the SMID Composite. In addition, the operating expenses incurred by the managed accounts were lower than the operating expenses of Pacific Funds Small/Mid-Cap and, accordingly, the performance results of the SMID Composite shown below are higher than what Pacific Funds Small/Mid-Cap’s performance would have been.

The performance data below is for the SMID Composite and the prior performance of Rothschild and is not the performance results for Pacific Funds Small/Mid-Cap.

135


Annual total returns/Average annual total returns for the periods ending December 31, 2015
Year/Period	SMID Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small/Mid-Cap (Class A)¹	SMID Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small/Mid-Cap (Class C)²	SMID Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small/Mid-Cap (Advisor Class)³	SMID Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small/Mid-Cap (Investor Class)⁴	SMID Composite⁵	Russell 2500 Index⁶
2015	0.22%	(0.53%)	0.47%	0.17%	0.67%	(2.90%)
2014	8.94%	8.13%	9.21%	8.89%	9.43%	7.07%
2013	37.69%	36.68%	38.02%	37.62%	38.29%	36.80%
2012	13.57%	12.72%	13.85%	13.51%	14.07%	17.88%
2011	2.11%	1.34%	2.36%	2.06%	2.57%	(2.51%)
2010	26.36%	25.44%	26.67%	26.30%	26.92%	26.71%
2009	17.64%	16.77%	17.93%	17.58%	18.16%	34.39%
2008	(33.19%)	(33.71%)	(33.02%)	(33.23%)	(32.88%)	(36.79%)
2007	0.09%	(0.66%)	0.34%	0.04%	0.54%	1.38%
2006	18.10%	17.23%	18.39%	18.04%	18.63%	16.17%
2005	9.15%	8.34%	9.42%	9.10%	9.64%	8.11%
2004	19.60%	18.71%	19.89%	19.54%	20.13%	18.29%
2003	36.00%	35.01%	36.34%	35.94%	36.60%	45.51%
2002	(6.35%)	(7.06%)	(6.12%)	(6.40%)	(5.93%)	(17.80%)
2001	12.03%	11.20%	12.31%	11.97%	12.53%	1.22%
2000	19.54%	18.66%	19.84%	19.48%	20.07%	4.27%
1999	6.90%	6.10%	7.16%	6.84%	7.38%	24.14%
1998	2.95%	2.18%	3.21%	2.90%	3.42%	0.38%
1997	26.43%	31.08%	32.36%	31.98%	32.62%	24.36%
1 year	(4.04%)	(0.53%)	0.47%	0.17%	0.67%	(2.90%)
3 years	12.91%	13.71%	14.84%	14.50%	15.07%	12.46%
5 years	10.79%	10.93%	12.03%	11.70%	12.26%	10.32%
10 years	6.96%	6.62%	7.69%	7.37%	7.90%	7.56%
Since Inception (January 1, 1997)	10.21%	9.64%	10.74%	10.41%	10.96%	9.05%

¹ This column shows you the performance of the SMID Composite after the sales loads, fees and expenses of Class A shares of Pacific Funds Small/Mid-Cap (estimated at an annual rate of 130 basis points) have been deducted from the SMID Composite’s gross performance. Because Class A sales loads are a front-end sales charge imposed only on an initial investment, the Class A sales load has been deducted from the initial year’s composite return only and from the 1-year period in each of the average annual total return figures for the composite.

² This column shows you the performance of the SMID Composite after the fees and expenses of Class C shares of Pacific Funds Small/Mid-Cap (estimated at an annual rate of 205 basis points) have been deducted from the SMID Composite’s gross performance. Because Class C sales loads are charged only upon a redemption of an investment within the first year and the composite returns do not assume redemptions for the periods shown and are for periods of one year or longer, the Class C sales load has not been deducted from any of the composite returns.

³ This column shows you the performance of the SMID Composite after the fees and gross expenses of the Advisor Class shares of Pacific Funds Small/Mid-Cap (estimated at an annual rate of 105 basis points) have been deducted from the SMID Composite’s gross performance.

⁴ This column shows you the performance of the SMID Composite after the fees and gross expenses of the Investor Class shares of Pacific Funds Small/Mid-Cap (estimated at an annual rate of 135 basis points) have been deducted from the SMID Composite’s gross performance.

⁵ This column shows you the performance of the SMID Composite after investment advisory fees and trading costs of the accounts comprising the composite have been deducted on a monthly basis from the gross return of the composite (estimated at an annual rate of 85 basis points). The investment advisory fee charges deducted represent the highest advisory fee charged to any account comprising the composite for the period(s) shown.

⁶ The Russell 2500 Index is an unmanaged index generally representative of the market for the stocks of small- and medium-sized U.S. companies and includes reinvestment of dividends. You cannot invest directly in an index.

Rothschild U.S. Small-Cap Core Composite

The performance information shown below is that of the Rothschild U.S. Small-Cap Core Composite (the “SCC Composite”), a composite which consists of all discretionary, fee-paying, tax-exempt accounts with no client restrictions on trading or stock selection (and thereby excludes mutual funds) using the Rothschild U.S. Small-Cap Core strategy, a strategy substantially similar to the strategy Rothschild manages for Pacific Funds Small-Cap, and a benchmark of the Russell 2000 Index. The SCC Composite was created on January 1, 1991 and is substantially similar in investment objectives (goals), policies and strategies as Pacific Funds Small-Cap. The table shows the historical performance of the SCC Composite which, as of December 31, 2015, consisted of 11 accounts comprising $431 million in assets under Rothschild management. The SCC Composite consists of all accounts that meet the composite requirements and that are managed by Rothschild in a substantially similar manner to that of Pacific Funds Small-Cap. Accounts that did not meet the composite requirements and thus were excluded from the composite are five accounts ($26 million) that have client restrictions, one commingled fund ($151 million), one mutual fund (<$1 million) and one collective investment trust fund ($64 million). Rothschild has represented that exclusion of these accounts does not materially change the performance numbers shown or cause the presentation to be misleading. Results for the full historical period

136

are time-weighted, meaning the rates of return are adjusted to take into account the time periods before and after cash flows into and out of the accounts comprising the composite in order to minimize any impact on returns that is based on such cash flows. The SCC Composite is asset-weighted, meaning the calculations are weighted by the size of each client’s account in relation to the size of the total composite, using daily market value.

The composite performance is provided to illustrate the past performance of the composite of Rothschild’s similarly managed accounts as measured against a broad based market index and the prior performance of Rothschild, and does not represent the historical performance of Pacific Funds Small-Cap. You should not consider this performance data to be an indication of future performance of Pacific Funds Small-Cap.

The discretionary accounts comprising the SCC Composite are not registered mutual funds and generally were not subject to the same types of expenses as Pacific Funds Small-Cap or to the diversification requirements, specific tax restrictions and investment limitations imposed on Pacific Funds Small-Cap by the 1940 Act or the IRC, which, if applicable, may have resulted in lower performance results for the SCC Composite. In addition, the operating expenses incurred by the managed accounts were lower than the operating expenses of Pacific Funds Small-Cap and, accordingly, the performance results of the SCC Composite shown below are higher than what Pacific Funds Small-Cap’s performance would have been.

The performance data below is for the SCC Composite and the prior performance of Rothschild and is not the performance results for Pacific Funds Small-Cap.


Annual total returns/Average annual total returns for the periods ending December 31, 2015
Year/Period	SCC Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap (Class A)¹	SCC Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap (Class C)²	SCC Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap (Advisor Class)³	SCC Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap (Investor Class)⁴	SCC Composite⁵	Russell 2000 Index⁶
2015	(1.70%)	(2.44%)	(1.46%)	(1.75%)	(1.26%)	(4.41%)
2014	9.12%	8.31%	9.39%	9.07%	9.61%	4.89%
2013	36.94%	35.94%	37.28%	36.88%	37.54%	38.82%
2012	14.99%	14.14%	15.28%	14.93%	15.50%	16.35%
2011	3.80%	3.03%	4.06%	3.75%	4.27%	(4.18%)
2010	25.78%	24.86%	26.09%	25.72%	26.34%	26.85%
2009	14.37%	13.52%	14.65%	14.31%	14.88%	27.17%
2008	(28.96%)	(29.50%)	(28.77%)	(28.99%)	(28.63%)	(33.79%)
2007	(1.81%)	(2.54%)	(1.56%)	(1.86%)	(1.37%)	(1.57%)
2006	23.75%	22.84%	24.06%	23.69%	24.30%	18.37%
2005	7.22%	6.43%	7.49%	7.17%	7.71%	4.55%
2004	18.90%	18.02%	19.19%	18.84%	19.43%	18.33%
2003	35.63%	34.64%	35.96%	35.57%	36.23%	47.25%
2002	(8.95%)	(9.63%)	(8.72%)	(8.99%)	(8.53%)	(20.48%)
2001	13.94%	13.10%	14.22%	13.89%	14.45%	2.49%
2000	20.03%	19.15%	20.33%	19.97%	20.57%	(3.02%)
1999	7.69%	6.89%	7.96%	7.64%	8.18%	21.26%
1998	0.93%	0.17%	1.18%	0.88%	1.38%	(2.55%)
1997	32.91%	31.94%	33.24%	32.85%	33.50%	22.36%
1996	23.25%	22.35%	23.56%	23.19%	23.80%	16.49%
1995	31.72%	30.76%	32.05%	31.66%	32.31%	28.45%
1994	1.02%	0.26%	1.27%	0.97%	1.47%	(1.82%)
1993	15.71%	19.95%	21.14%	20.78%	21.38%	18.88%
1 year	(5.88%)	(2.44%)	(1.46%)	(1.75%)	(1.26%)	(4.41%)
3 years	12.04%	12.83%	13.96%	13.62%	14.18%	11.65%
5 years	10.92%	11.06%	12.16%	11.83%	12.38%	9.19%
10 years	7.62%	7.29%	8.36%	8.04%	8.58%	6.80%
Since January 1, 1993⁷	11.74%	11.12%	12.23%	11.90%	12.46%	8.84%

¹ This column shows you the performance of the SCC Composite after the sales loads, fees and expenses of Class A shares of Pacific Funds Small-Cap (estimated at an annual rate of 130 basis points) have been deducted from the SCC Composite’s gross performance. Because Class A sales loads are a front-end sales charge imposed only on an initial investment, the Class A sales load has been deducted from the initial year’s composite return only and from the 1-year period in each of the average annual total return figures for the composite.

² This column shows you the performance of the SCC Composite after the fees and expenses of Class C shares of Pacific Funds Small-Cap (estimated at an annual rate of 205 basis points) have been deducted from the SCC Composite’s gross performance. Because Class C sales loads are charged only upon a redemption of an investment within the

137

first year and the composite returns do not assume redemptions for the periods shown and are for periods of one year or longer, the Class C sales load has not been deducted from any of the composite returns.

³ This column shows you the performance of the SCC Composite after the fees and gross expenses of the Advisor Class shares of Pacific Funds Small-Cap (estimated at an annual rate of 105 basis points) have been deducted from the SCC Composite’s gross performance.

⁴ This column shows you the performance of the SCC Composite after the fees and gross expenses of the Investor Class shares of Pacific Funds Small-Cap (estimated at an annual rate of 135 basis points) have been deducted from the SCC Composite’s gross performance.

⁵ This column shows you the performance of the SCC Composite after investment advisory fees and trading costs of the accounts comprising the composite have been deducted on a monthly basis from the gross return of the composite (estimated at an annual rate of 85 basis points). The investment advisory fee charges deducted represent the highest advisory fee charged to any account comprising the composite for the period(s) shown.

⁶ The Russell 2000 Index is an unmanaged index generally representative of the market for the stocks of small-sized U.S. companies and includes reinvestment of dividends. You cannot invest directly in an index.

⁷The inception date for the SCC Composite is January 1, 1991. Returns for the periods from January 1, 1991 through December 31, 1992 are not shown because they are not GIPS verified. Rothschild has represented that exclusion of these returns would not materially affect the performance information or cause the presentation to be misleading.

Rothschild U.S. Small-Cap Value Composite

The performance information shown below is that of the Rothschild U.S. Small-Cap Value Composite (the “SCV Composite”), a composite which consists of all discretionary, fee-paying, tax-exempt accounts with no client restrictions on trading or stock selection (and thereby excludes mutual funds) using the Rothschild U.S. Small-Cap Value strategy, a strategy substantially similar to the strategy Rothschild manages for Pacific Funds Small-Cap Value, and a benchmark of the Russell 2000 Value Index. The SCV Composite was created on September 1, 1997 and is substantially similar in investment objectives (goals), policies and strategies as Pacific Funds Small-Cap Value. The table shows the historical performance of the SCV Composite which, as of December 31, 2015, consisted of 7 accounts comprising $315 million in assets under Rothschild management. The SCV Composite consists of all accounts that meet the composite requirements and that are managed by Rothschild in a substantially similar manner to that of Pacific Funds Small-Cap Value. Accounts that did not meet the composite requirements and thus were excluded from the composite are two accounts that have client restrictions ($12 million) and one mutual fund (<$1 million). Rothschild has represented that exclusion of these accounts does not materially change the performance numbers shown or cause the presentation to be misleading. Results for the full historical period are time-weighted, meaning the rates of return are adjusted to take into account the time periods before and after cash flows into and out of the accounts comprising the composite in order to minimize any impact on returns that is based on such cash flows. The SCV Composite is asset-weighted, meaning the calculations are weighted by the size of each client’s account in relation to the size of the total composite, using daily market value.

The composite performance is provided to illustrate the past performance of the composite of Rothschild’s similarly managed accounts as measured against a broad based market index and the prior performance of Rothschild, and does not represent the historical performance of Pacific Funds Small-Cap Value. You should not consider this performance data to be an indication of future performance of Pacific Funds Small-Cap Value.

The discretionary accounts comprising the SCV Composite are not registered mutual funds and generally were not subject to the same types of expenses as Pacific Funds Small-Cap Value or to the diversification requirements, specific tax restrictions and investment limitations imposed on Pacific Funds Small-Cap Value by the 1940 Act or the IRC, which, if applicable, may have resulted in lower performance results for the SCV Composite. In addition, the operating expenses incurred by the managed accounts were lower than the operating expenses of Pacific Funds Small-Cap Value and, accordingly, the performance results of the SCV Composite shown below are higher than what Pacific Funds Small-Cap Value’s performance would have been.

The performance data below is for the SCV Composite and the prior performance of Rothschild and is not the performance results for Pacific Funds Small-Cap Value.


Annual total returns/Average annual total returns for the periods ending December 31, 2015
Year/Period	SCV Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap Value (Class A)¹	SCV Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap Value (Class C)²	SCV Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap Value (Advisor Class)³	SCV Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap Value (Investor Class)⁴	SCV Composite⁵	Russell 2000 Value Index⁶
2015	(3.80%)	(4.52%)	(3.55%)	(3.84%)	(3.36%)	(7.47%)
2014	7.02%	6.23%	7.29%	6.97%	7.50%	4.22%
2013	36.35%	35.36%	36.68%	36.28%	36.95%	34.52%
2012	13.51%	12.67%	13.79%	13.46%	14.02%	18.05%
2011	0.55%	(0.20%)	0.81%	0.50%	1.01%	(5.50%)
2010	20.12%	19.23%	20.41%	20.06%	20.65%	24.50%
2009	9.40%	8.58%	9.67%	9.34%	9.89%	20.58%
2008	(25.01%)	(25.59%)	(24.82%)	(25.05%)	(24.66%)	(28.92%)
2007	(3.87%)	(4.59%)	(3.63%)	(3.92%)	(3.43%)	(9.78%)
2006	23.03%	22.13%	23.33%	22.97%	23.58%	23.48%
2005	8.08%	7.27%	8.35%	8.02%	8.56%	4.71%
2004	19.19%	18.31%	19.49%	19.13%	19.72%	22.25%
2003	34.32%	33.34%	34.65%	34.26%	34.91%	46.03%

138


Annual total returns/Average annual total returns for the periods ending December 31, 2015
Year/Period	SCV Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap Value (Class A)¹	SCV Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap Value (Class C)²	SCV Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap Value (Advisor Class)³	SCV Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap Value (Investor Class)⁴	SCV Composite⁵	Russell 2000 Value Index⁶
2002	(4.63%)	(5.34%)	(4.39%)	(4.67%)	(4.19%)	(11.43%)
2001	11.47%	10.65%	11.75%	11.42%	11.97%	14.02%
2000	21.97%	21.07%	22.27%	21.91%	22.51%	22.83%
1999	7.74%	6.94%	8.01%	7.68%	8.22%	(1.49%)
1998	0.89%	0.14%	1.14%	0.84%	1.35%	(6.45%)
9/1/97 — 12/31/97	2.01%	6.28%	6.63%	6.52%	6.70%	8.44%
1 year	(7.88%)	(4.52%)	(3.55%)	(3.84%)	(3.36%)	(7.47%)
3 years	10.36%	11.14%	12.25%	11.92%	12.47%	9.06%
5 years	8.94%	9.07%	10.16%	9.83%	10.38%	7.67%
10 years	5.98%	5.65%	6.71%	6.39%	6.92%	5.57%
Since Inception (September 1, 1997)	8.73%	8.18%	9.26%	8.94%	9.48%	7.83%

¹ This column shows you the performance of the SCV Composite after the sales loads, fees and expenses of Class A shares of Pacific Funds Small-Cap Value (estimated at an annual rate of 130 basis points) have been deducted from the SCV Composite’s gross performance. Because Class A sales loads are a front-end sales charge imposed only on an initial investment, the Class A sales load has been deducted from the initial year’s composite return only and from the 1-year period in each of the average annual total return figures for the composite.

² This column shows you the performance of the SCV Composite after the fees and expenses of Class C shares of Pacific Funds Small-Cap Value (estimated at an annual rate of 205 basis points) have been deducted from the SCV Composite’s gross performance. Because Class C sales loads are charged only upon a redemption of an investment within the first year and the composite returns do not assume redemptions for the periods shown and are for periods of one year or longer, the Class C sales load has not been deducted from any of the composite returns.

³ This column shows you the performance of the SCV Composite after the fees and gross expenses of the Advisor Class shares of Pacific Funds Small-Cap Value (estimated at an annual rate of 105 basis points) have been deducted from the SCV Composite’s gross performance.

⁴ This column shows you the performance of the SCV Composite after the fees and gross expenses of the Investor Class shares of Pacific Funds Small-Cap Value (estimated at an annual rate of 135 basis points) have been deducted from the SCV Composite’s gross performance.

⁵ This column shows you the performance of the SCV Composite after investment advisory fees and trading costs of the accounts comprising the composite have been deducted on a monthly basis from the gross return of the composite (estimated at an annual rate of 85 basis points). The investment advisory fee charges deducted represent the highest advisory fee charged to any account comprising the composite for the period(s) shown.

⁶ The Russell 2000 Value Index is an unmanaged index generally representative of the market for the stocks of small-sized U.S. companies and includes reinvestment of dividends. You cannot invest directly in an index.

Rothschild U.S. Small-Cap Growth Composite

The performance information shown below is that of the Rothschild U.S. Small-Cap Growth Composite (the “SCG Composite”), a composite which consists of all discretionary, fee-paying, tax-exempt accounts with no client restrictions on trading or stock selection (and thereby excludes mutual funds) using the Rothschild U.S. Small-Cap Growth strategy, a strategy substantially similar to the strategy Rothschild manages for Pacific Funds Small-Cap Growth, and a benchmark of the Russell 2000 Growth Index. The SCG Composite was created on October 1, 2007 and is substantially similar in investment objectives (goals), policies and strategies as Pacific Funds Small-Cap Growth. The table shows the historical performance of the SCG Composite which, as of December 31, 2015, consisted of one account comprising $1 million in assets under Rothschild management. The SCG Composite consists of all accounts that meet the composite requirements and that are managed by Rothschild in a substantially similar manner to that of Pacific Funds Small-Cap Growth. Accounts that did not meet the composite requirements and thus were excluded from the composite are one wrap-fee platform (<$1 million) and one mutual fund ($1 million). Rothschild has represented that exclusion of these accounts does not materially change the performance numbers shown or cause the presentation to be misleading. Results for the full historical period are time-weighted, meaning the rates of return are adjusted to take into account the time periods before and after cash flows into and out of the accounts comprising the composite in order to minimize any impact on returns that is based on such cash flows. The SCG Composite is asset-weighted, meaning the calculations are weighted by the size of each client’s account in relation to the size of the total composite, using daily market value.

The composite performance is provided to illustrate the past performance of the composite of Rothschild’s similarly managed account as measured against a broad based market index and the prior performance of Rothschild, and does not represent the historical performance of Pacific Funds Small-Cap Growth. You should not consider this performance data to be an indication of future performance of Pacific Funds Small-Cap Growth.

The discretionary account comprising the SCG Composite is not a registered mutual fund and generally was not subject to the same types of expenses as Pacific Funds Small-Cap Growth or to the diversification requirements, specific tax restrictions and investment limitations imposed on Pacific Funds Small-Cap Growth by the 1940 Act or the IRC, which, if applicable, may have resulted in lower performance results for the SCG Composite. In addition, the operating expenses incurred by the managed account was lower than the operating expenses

139

of Pacific Funds Small-Cap Growth and, accordingly, the performance results of the SCG Composite shown below are higher than what Pacific Funds Small-Cap Growth’s performance would have been.

The performance data below is for the SCG Composite and the prior performance of Rothschild and is not the performance results for Pacific Funds Small-Cap Growth.


Annual total returns/Average annual total returns for the periods ending December 31, 2015
Year/Period	SCG Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap Growth (Class A)¹	SCG Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap Growth (Class C)²	SCG Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap Growth (Advisor Class)³	SCG Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap Growth (Investor Class)⁴	SCG Composite⁵	Russell 2000 Growth Index⁶
2015	0.81%	0.05%	1.06%	0.86%	1.26%	(1.38%)
2014	10.28%	9.47%	10.56%	10.34%	10.78%	5.60%
2013	39.54%	38.53%	39.88%	39.61%	40.16%	43.30%
2012	12.22%	11.39%	12.50%	12.27%	12.72%	14.59%
2011	1.61%	0.85%	1.86%	1.66%	2.07%	(2.91%)
2010	27.86%	26.92%	28.17%	27.92%	28.42%	29.09%
2009	27.19%	26.26%	27.51%	27.26%	27.76%	34.47%
2008	(33.03%)	(33.55%)	(32.86%)	(32.99%)	(32.72%)	(38.54%)
10/1/07 — 12/31/07	(6.98%)	(3.03%)	(2.79%)	(2.83%)	(2.74%)	(2.10%)
1 year	(3.48%)	0.05%	1.06%	0.86%	1.26%	(1.38%)
3 years	14.10%	14.91%	16.05%	15.82%	16.28%	14.28%
5 years	11.11%	11.25%	12.36%	12.14%	12.58%	10.67%
Since Inception (October 1, 2007)	7.32%	7.08%	8.16%	7.94%	8.37%	6.90%

¹ This column shows you the performance of the SCG Composite after the sales loads, fees and expenses of Class A shares of Pacific Funds Small-Cap Growth (estimated at an annual rate of 130 basis points) have been deducted from the SCG Composite’s gross performance. Because Class A sales loads are a front-end sales charge imposed only on an initial investment, the Class A sales load has been deducted from the initial year’s composite return only and from the 1-year period in each of the average annual total return figures for the composite.

² This column shows you the performance of the SCG Composite after the fees and expenses of Class C shares of Pacific Funds Small-Cap Growth (estimated at an annual rate of 205 basis points) have been deducted from the SCG Composite’s gross performance. Because Class C sales loads are charged only upon a redemption of an investment within the first year and the composite returns do not assume redemptions for the periods shown and are for periods of one year or longer, the Class C sales load has not been deducted from any of the composite returns.

³ This column shows you the performance of the SCG Composite after the fees and gross expenses of the Advisor Class shares of Pacific Funds Small-Cap Growth (estimated at an annual rate of 105 basis points) have been deducted from the SCG Composite’s gross performance.

⁴ This column shows you the performance of the SCG Composite after the fees and gross expenses of the Investor Class shares of the Pacific Funds Small-Cap Growth (estimated at an annual rate of 125 basis points) have been deducted from the SCG Composite’s gross performance.

⁵ This column shows you the performance of the SCG Composite after investment advisory fees and trading costs of the accounts comprising the composite have been deducted on a monthly basis from the gross return of the composite (estimated at an annual rate of 85 basis points). The investment advisory fee charges deducted represent the highest advisory fee charged to any account comprising the composite for the period(s) shown.

⁶ The Russell 2000 Growth Index is an unmanaged index generally representative of the market for the stocks of small-sized U.S. companies and includes reinvestment of dividends. You cannot invest directly in an index.

FINANCIAL HIGHLIGHTS

The Financial Highlights table is designed to help you understand how the Funds have performed for the past five years (or since inception, if shorter). Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate an investment in the Fund would have earned (or lost), assuming all dividends and distributions were reinvested.

The information in the Financial Highlights (and the information for the period from December 1, 2015 through March 31, 2016 for the PF U.S. Equity Funds) table is included and can be read in conjunction with the Trust’s financial statements and related notes, which have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, whose report along with the Trust’s financial statements and related notes, are included in the Trust’s annual report dated as of March 31, 2016. To find out how you can obtain a copy of the annual report, please refer to the Where To Go For More Information section on the back cover of this prospectus.

Upon completion of the reorganization of the Predecessor Funds with and into the PF U.S. Equity Funds on January 11, 2016, each PF U.S. Equity Fund assumed the performance, financial and other historical information of the corresponding Predecessor Fund. The information in the Financial Highlights table for the period December 31, 2014 (the Predecessor Funds’ commencement of operations) through November 30, 2015 (the Predecessor Funds’ fiscal year end) reflects the historical financial highlights of the Predecessor Funds, and was audited by the independent registered public accounting firm for the Predecessor Funds (the “Predecessor Accounting Firm”), which is different from the independent registered public accounting firm for the Trust. The Predecessor Accounting Firm’s report, dated January 28, 2016, along with

140

the Predecessor Funds’ financial statements (which have been adopted by the PF U.S. Equity Funds), are included in the Predecessor Funds’ annual report dated November 30, 2015. A copy of the annual report is available upon request.

Certain Funds may invest in other investment companies, including other mutual funds, exchange-traded funds, and closed-end funds, to an extent that requires them to include “Acquired Fund Fees and Expenses” (“AFFE”) in their Annual Fund Operating Expenses table. Because these Funds’ tables include AFFE, the Annual Fund Operating Expenses in those tables will not correlate with the Expenses Before Reductions or Expenses After Reductions in the Financial Highlights table, which do not include AFFE. The Financial Highlights table does not include AFFE because they are not direct costs of a Fund. The impact of AFFE is reflected in the Total Returns of each Fund, including those shown in the Financial Highlights table.

141

PACIFIC FUNDS

FINANCIAL HIGHLIGHTS

Selected per share, ratios and supplemental data for each year or period ended March 31, were as follows:


Fund			Selected Per Share Data																				Ratios to Average Net Assets						Supplemental Data
			Investment Operations									Distributions
For the Year or Period Ended (1)	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (2)			Net Realized and Unrealized Gain (Loss)			Total			Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (3)		Expenses After Reductions (3), (4)		Net Investment Income (Loss) (3)		Total Returns (5)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
Pacific Funds Portfolio Optimization Conservative
Class A
4/1/2015 - 3/31/2016		$11.22		$0.22			($0.43	)		($0.21	)		($0.28	)		($0.10	)		($0.38	)		$10.63		0.67%		0.60%		1.99%		(1.73	%)		$154,762		42	%
4/1/2014 - 3/31/2015		11.29		0.16			0.26			0.42			(0.23	)		(0.26	)		(0.49	)		11.22		0.68%		0.60%		1.44%		3.71	%		169,945		17	%
4/1/2013 - 3/31/2014		11.40		0.10			0.10			0.20			(0.15	)		(0.16	)		(0.31	)		11.29		0.70%		0.60%		0.90%		1.78	%		190,492		11	%
4/1/2012 - 3/31/2013		11.07		0.23			0.49			0.72			(0.34	)		(0.05	)		(0.39	)		11.40		0.71%		0.60%		2.01%		6.57	%		230,646		27	%
4/1/2011 - 3/31/2012		10.87		0.22			0.29			0.51			(0.28	)		(0.03	)		(0.31	)		11.07		0.73%		0.60%		1.99%		4.80	%		182,912		10	%
Class B
4/1/2015 - 3/31/2016		$11.05		$0.13			($0.41	)		($0.28	)		($0.22	)		($0.10	)		($0.32	)		$10.45		1.42%		1.35%		1.24%		(2.51	%)		$33,675		42	%
4/1/2014 - 3/31/2015		11.14		0.08			0.25			0.33			(0.16	)		(0.26	)		(0.42	)		11.05		1.43%		1.35%		0.69%		3.00	%		37,979		17	%
4/1/2013 - 3/31/2014		11.27		0.02			0.10			0.12			(0.09	)		(0.16	)		(0.25	)		11.14		1.45%		1.35%		0.15%		1.06	%		39,160		11	%
4/1/2012 - 3/31/2013		10.96		0.14			0.50			0.64			(0.28	)		(0.05	)		(0.33	)		11.27		1.46%		1.35%		1.27%		5.89	%		41,999		27	%
4/1/2011 - 3/31/2012		10.78		0.13			0.29			0.42			(0.21	)		(0.03	)		(0.24	)		10.96		1.48%		1.35%		1.24%		4.02	%		33,122		10	%
Class C
4/1/2015 - 3/31/2016		$11.05		$0.13			($0.42	)		($0.29	)		($0.22	)		($0.10	)		($0.32	)		$10.44		1.42%		1.35%		1.24%		(2.51	%)		$173,137		42	%
4/1/2014 - 3/31/2015		11.13		0.08			0.26			0.34			(0.16	)		(0.26	)		(0.42	)		11.05		1.43%		1.35%		0.69%		3.09	%		191,946		17	%
4/1/2013 - 3/31/2014		11.26		0.02			0.10			0.12			(0.09	)		(0.16	)		(0.25	)		11.13		1.45%		1.35%		0.15%		1.04	%		204,180		11	%
4/1/2012 - 3/31/2013		10.96		0.14			0.49			0.63			(0.28	)		(0.05	)		(0.33	)		11.26		1.46%		1.35%		1.22%		5.84	%		220,688		27	%
4/1/2011 - 3/31/2012		10.77		0.13			0.30			0.43			(0.21	)		(0.03	)		(0.24	)		10.96		1.48%		1.35%		1.24%		4.08	%		158,748		10	%
Class R
4/1/2015 - 3/31/2016		$11.16		$0.19			($0.42	)		($0.23	)		($0.26	)		($0.10	)		($0.36	)		$10.57		0.92%		0.85%		1.74%		(2.05	%)		$10,116		42	%
4/1/2014 - 3/31/2015		11.24		0.14			0.25			0.39			(0.21	)		(0.26	)		(0.47	)		11.16		0.93%		0.85%		1.19%		3.48	%		11,820		17	%
4/1/2013 - 3/31/2014		11.36		0.07			0.10			0.17			(0.13	)		(0.16	)		(0.29	)		11.24		0.95%		0.85%		0.65%		1.52	%		11,132		11	%
4/1/2012 - 3/31/2013		11.03		0.20			0.50			0.70			(0.32	)		(0.05	)		(0.37	)		11.36		0.96%		0.85%		1.79%		6.38	%		12,357		27	%
4/1/2011 - 3/31/2012		10.83		0.19			0.29			0.48			(0.25	)		(0.03	)		(0.28	)		11.03		0.98%		0.85%		1.74%		4.58	%		10,522		10	%
Advisor Class
4/1/2015 - 3/31/2016		$11.23		$0.25			($0.43	)		($0.18	)		($0.30	)		($0.10	)		($0.40	)		$10.65		0.42%		0.35%		2.24%		(1.53	%)		$4,976		42	%
4/1/2014 - 3/31/2015		11.29		0.19			0.26			0.45			(0.25	)		(0.26	)		(0.51	)		11.23		0.43%		0.35%		1.69%		4.01	%		7,872		17	%
4/1/2013 - 3/31/2014		11.41		0.12			0.09			0.21			(0.17	)		(0.16	)		(0.33	)		11.29		0.45%		0.40%		1.10%		1.87	%		3,867		11	%
12/31/2012 - 3/31/2013		11.18		(0.01	)		0.24			0.23			—			—			—			11.41		0.48%		0.40%		(0.40%)		2.06	%		1,366		27	%
Pacific Funds Portfolio Optimization Moderate-Conservative
Class A
4/1/2015 - 3/31/2016		$12.61		$0.25			($0.50	)		($0.25	)		($0.29	)		($0.34	)		($0.63	)		$11.73		0.67%		0.60%		2.07%		(1.87	%)		$255,376		34	%
4/1/2014 - 3/31/2015		12.48		0.18			0.40			0.58			(0.25	)		(0.20	)		(0.45	)		12.61		0.67%		0.60%		1.40%		4.69	%		276,898		17	%
4/1/2013 - 3/31/2014		12.10		0.11			0.50			0.61			(0.18	)		(0.05	)		(0.23	)		12.48		0.69%		0.60%		0.89%		5.08	%		274,899		5	%
4/1/2012 - 3/31/2013		11.56		0.18			0.64			0.82			(0.28	)		—			(0.28	)		12.10		0.71%		0.60%		1.58%		7.22	%		246,609		24	%
4/1/2011 - 3/31/2012		11.25		0.18			0.35			0.53			(0.22	)		—			(0.22	)		11.56		0.73%		0.60%		1.62%		4.87	%		188,660		10	%
Class B
4/1/2015 - 3/31/2016		$12.46		$0.16			($0.49	)		($0.33	)		($0.23	)		($0.34	)		($0.57	)		$11.56		1.42%		1.35%		1.32%		(2.61	%)		$47,540		34	%
4/1/2014 - 3/31/2015		12.36		0.08			0.40			0.48			(0.18	)		(0.20	)		(0.38	)		12.46		1.42%		1.35%		0.65%		3.91	%		51,223		17	%
4/1/2013 - 3/31/2014		11.99		0.02			0.51			0.53			(0.11	)		(0.05	)		(0.16	)		12.36		1.44%		1.35%		0.14%		4.47	%		52,285		5	%
4/1/2012 - 3/31/2013		11.46		0.10			0.63			0.73			(0.20	)		—			(0.20	)		11.99		1.46%		1.35%		0.85%		6.46	%		49,372		24	%
4/1/2011 - 3/31/2012		11.17		0.10			0.35			0.45			(0.16	)		—			(0.16	)		11.46		1.48%		1.35%		0.87%		4.07	%		40,812		10	%
Class C
4/1/2015 - 3/31/2016		$12.45		$0.16			($0.48	)		($0.32	)		($0.23	)		($0.34	)		($0.57	)		$11.56		1.42%		1.35%		1.32%		(2.61	%)		$221,192		34	%
4/1/2014 - 3/31/2015		12.35		0.08			0.40			0.48			(0.18	)		(0.20	)		(0.38	)		12.45		1.42%		1.35%		0.65%		3.93	%		240,803		17	%
4/1/2013 - 3/31/2014		11.99		0.02			0.51			0.53			(0.12	)		(0.05	)		(0.17	)		12.35		1.44%		1.35%		0.14%		4.41	%		228,445		5	%
4/1/2012 - 3/31/2013		11.47		0.09			0.64			0.73			(0.21	)		—			(0.21	)		11.99		1.46%		1.35%		0.81%		6.41	%		196,123		24	%
4/1/2011 - 3/31/2012		11.16		0.10			0.36			0.46			(0.15	)		—			(0.15	)		11.47		1.48%		1.35%		0.87%		4.20	%		144,900		10	%
Class R
4/1/2015 - 3/31/2016		$12.56		$0.22			($0.49	)		($0.27	)		($0.27	)		($0.34	)		($0.61	)		$11.68		0.92%		0.85%		1.82%		(2.15	%)		$5,761		34	%
4/1/2014 - 3/31/2015		12.44		0.14			0.41			0.55			(0.23	)		(0.20	)		(0.43	)		12.56		0.92%		0.85%		1.15%		4.43	%		6,881		17	%
4/1/2013 - 3/31/2014		12.06		0.08			0.51			0.59			(0.16	)		(0.05	)		(0.21	)		12.44		0.94%		0.85%		0.64%		4.91	%		7,000		5	%
4/1/2012 - 3/31/2013		11.52		0.16			0.63			0.79			(0.25	)		—			(0.25	)		12.06		0.96%		0.85%		1.39%		6.92	%		6,482		24	%
4/1/2011 - 3/31/2012		11.22		0.15			0.35			0.50			(0.20	)		—			(0.20	)		11.52		0.98%		0.85%		1.37%		4.53	%		6,301		10	%


		See explanation of references on A-7

A-1

PACIFIC FUNDS

FINANCIAL HIGHLIGHTS (Continued)

Selected per share, ratios and supplemental data for each year or period ended March 31, were as follows:


Fund			Selected Per Share Data																				Ratios to Average Net Assets						Supplemental Data
			Investment Operations									Distributions
For the Year or Period Ended (1)	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (2)			Net Realized and Unrealized Gain (Loss)			Total			Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (3)		Expenses After Reductions (3), (4)		Net Investment Income (Loss) (3)		Total Returns (5)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
Pacific Funds Portfolio Optimization Moderate-Conservative (Continued)
Advisor Class
4/1/2015 - 3/31/2016		$12.62		$0.28			($0.49	)		($0.21	)		($0.32	)		($0.34	)		($0.66	)		$11.75		0.42%		0.35%		2.32%		(1.60	%)		$4,891		34	%
4/1/2014 - 3/31/2015		12.49		0.21			0.40			0.61			(0.28	)		(0.20	)		(0.48	)		12.62		0.42%		0.35%		1.65%		4.89	%		5,568		17	%
4/1/2013 - 3/31/2014		12.10		0.13			0.51			0.64			(0.20	)		(0.05	)		(0.25	)		12.49		0.44%		0.40%		1.09%		5.32	%		2,892		5	%
12/31/2012 - 3/31/2013		11.68		(0.01	)		0.43			0.42			—			—			—			12.10		0.46%		0.40%		(0.40%)		3.60	%		880		24	%
Pacific Funds Portfolio Optimization Moderate
Class A
4/1/2015 - 3/31/2016		$14.20		$0.25			($0.60	)		($0.35	)		($0.28	)		($0.58	)		($0.86	)		$12.99		0.66%		0.60%		1.85%		(2.50	%)		$771,853		35	%
4/1/2014 - 3/31/2015		13.98		0.18			0.55			0.73			(0.32	)		(0.19	)		(0.51	)		14.20		0.66%		0.60%		1.28%		5.30	%		844,759		19	%
4/1/2013 - 3/31/2014		13.06		0.11			1.00			1.11			(0.19	)		—			(0.19	)		13.98		0.69%		0.60%		0.84%		8.51	%		814,707		1	%
4/1/2012 - 3/31/2013		12.26		0.15			0.86			1.01			(0.21	)		—			(0.21	)		13.06		0.70%		0.60%		1.20%		8.36	%		654,158		25	%
4/1/2011 - 3/31/2012		11.88		0.14			0.42			0.56			(0.18	)		—			(0.18	)		12.26		0.72%		0.60%		1.18%		4.82	%		517,945		7	%
Class B
4/1/2015 - 3/31/2016		$14.10		$0.15			($0.60	)		($0.45	)		($0.20	)		($0.58	)		($0.78	)		$12.87		1.41%		1.35%		1.10%		(3.21	%)		$142,921		35	%
4/1/2014 - 3/31/2015		13.89		0.07			0.55			0.62			(0.22	)		(0.19	)		(0.41	)		14.10		1.41%		1.35%		0.53%		4.49	%		159,975		19	%
4/1/2013 - 3/31/2014		12.96		0.01			1.01			1.02			(0.09	)		—			(0.09	)		13.89		1.44%		1.35%		0.09%		7.90	%		156,450		1	%
4/1/2012 - 3/31/2013		12.18		0.06			0.85			0.91			(0.13	)		—			(0.13	)		12.96		1.45%		1.35%		0.47%		7.49	%		136,411		25	%
4/1/2011 - 3/31/2012		11.80		0.05			0.43			0.48			(0.10	)		—			(0.10	)		12.18		1.47%		1.35%		0.43%		4.13	%		115,513		7	%
Class C
4/1/2015 - 3/31/2016		$14.08		$0.15			($0.60	)		($0.45	)		($0.20	)		($0.58	)		($0.78	)		$12.85		1.41%		1.35%		1.10%		(3.22	%)		$554,661		35	%
4/1/2014 - 3/31/2015		13.87		0.07			0.55			0.62			(0.22	)		(0.19	)		(0.41	)		14.08		1.41%		1.35%		0.53%		4.51	%		601,814		19	%
4/1/2013 - 3/31/2014		12.95		0.01			1.01			1.02			(0.10	)		—			(0.10	)		13.87		1.44%		1.35%		0.09%		7.89	%		566,257		1	%
4/1/2012 - 3/31/2013		12.17		0.06			0.85			0.91			(0.13	)		—			(0.13	)		12.95		1.45%		1.35%		0.46%		7.50	%		445,932		25	%
4/1/2011 - 3/31/2012		11.78		0.05			0.43			0.48			(0.09	)		—			(0.09	)		12.17		1.47%		1.35%		0.43%		4.18	%		366,753		7	%
Class R
4/1/2015 - 3/31/2016		$14.18		$0.22			($0.60	)		($0.38	)		($0.25	)		($0.58	)		($0.83	)		$12.97		0.91%		0.85%		1.60%		(2.70	%)		$25,429		35	%
4/1/2014 - 3/31/2015		13.96		0.15			0.54			0.69			(0.28	)		(0.19	)		(0.47	)		14.18		0.91%		0.85%		1.03%		5.00	%		28,097		19	%
4/1/2013 - 3/31/2014		13.03		0.08			1.00			1.08			(0.15	)		—			(0.15	)		13.96		0.94%		0.85%		0.59%		8.33	%		31,641		1	%
4/1/2012 - 3/31/2013		12.24		0.11			0.86			0.97			(0.18	)		—			(0.18	)		13.03		0.95%		0.85%		0.93%		8.02	%		29,715		25	%
4/1/2011 - 3/31/2012		11.84		0.11			0.43			0.54			(0.14	)		—			(0.14	)		12.24		0.97%		0.85%		0.93%		4.67	%		23,321		7	%
Advisor Class
4/1/2015 - 3/31/2016		$14.20		$0.29			($0.60	)		($0.31	)		($0.31	)		($0.58	)		($0.89	)		$13.00		0.41%		0.35%		2.10%		(2.24	%)		$19,835		35	%
4/1/2014 - 3/31/2015		13.98		0.22			0.55			0.77			(0.36	)		(0.19	)		(0.55	)		14.20		0.41%		0.35%		1.53%		5.54	%		21,896		19	%
4/1/2013 - 3/31/2014		13.06		0.14			1.00			1.14			(0.22	)		—			(0.22	)		13.98		0.44%		0.40%		1.04%		8.73	%		19,945		1	%
12/31/2012 - 3/31/2013		12.41		(0.01	)		0.66			0.65			—			—			—			13.06		0.45%		0.40%		(0.40%)		5.24	%		3,396		25	%
Pacific Funds Portfolio Optimization Growth
Class A
4/1/2015 - 3/31/2016		$15.34		$0.19			($0.69	)		($0.50	)		($0.23	)		($0.87	)		($1.10	)		$13.74		0.66%		0.60%		1.29%		(3.35	%)		$570,267		34	%
4/1/2014 - 3/31/2015		14.74		0.16			0.77			0.93			(0.33	)		—			(0.33	)		15.34		0.66%		0.60%		1.07%		6.36	%		607,360		21	%
4/1/2013 - 3/31/2014		13.33		0.09			1.51			1.60			(0.19	)		—			(0.19	)		14.74		0.69%		0.60%		0.66%		12.01	%		555,319		1	%
4/1/2012 - 3/31/2013		12.41		0.10			0.96			1.06			(0.14	)		—			(0.14	)		13.33		0.71%		0.60%		0.83%		8.62	%		436,055		25	%
4/1/2011 - 3/31/2012		12.05		0.10			0.38			0.48			(0.12	)		—			(0.12	)		12.41		0.72%		0.60%		0.82%		4.13	%		365,426		8	%
Class B
4/1/2015 - 3/31/2016		$15.22		$0.08			($0.69	)		($0.61	)		($0.15	)		($0.87	)		($1.02	)		$13.59		1.41%		1.35%		0.54%		(4.13	%)		$102,001		34	%
4/1/2014 - 3/31/2015		14.62		0.05			0.77			0.82			(0.22	)		—			(0.22	)		15.22		1.41%		1.35%		0.32%		5.61	%		119,159		21	%
4/1/2013 - 3/31/2014		13.22		(0.01	)		1.50			1.49			(0.09	)		—			(0.09	)		14.62		1.44%		1.35%		(0.09%)		11.25	%		119,506		1	%
4/1/2012 - 3/31/2013		12.30		0.01			0.96			0.97			(0.05	)		—			(0.05	)		13.22		1.46%		1.35%		0.09%		7.92	%		105,757		25	%
4/1/2011 - 3/31/2012		11.93		0.01			0.40			0.41			(0.04	)		—			(0.04	)		12.30		1.47%		1.35%		0.07%		3.50	%		95,937		8	%
Class C
4/1/2015 - 3/31/2016		$15.18		$0.08			($0.69	)		($0.61	)		($0.15	)		($0.87	)		($1.02	)		$13.55		1.41%		1.35%		0.54%		(4.13	%)		$366,805		34	%
4/1/2014 - 3/31/2015		14.59		0.05			0.76			0.81			(0.22	)		—			(0.22	)		15.18		1.41%		1.35%		0.32%		5.59	%		398,716		21	%
4/1/2013 - 3/31/2014		13.19		(0.01	)		1.50			1.49			(0.09	)		—			(0.09	)		14.59		1.44%		1.35%		(0.09%)		11.33	%		375,368		1	%
4/1/2012 - 3/31/2013		12.27		0.01			0.96			0.97			(0.05	)		—			(0.05	)		13.19		1.46%		1.35%		0.09%		7.95	%		295,615		25	%
4/1/2011 - 3/31/2012		11.91		0.01			0.39			0.40			(0.04	)		—			(0.04	)		12.27		1.47%		1.35%		0.07%		3.39	%		257,114		8	%


		See explanation of references on A-7

A-2

PACIFIC FUNDS

FINANCIAL HIGHLIGHTS (Continued)

Selected per share, ratios and supplemental data for each year or period ended March 31, were as follows:


Fund			Selected Per Share Data																				Ratios to Average Net Assets						Supplemental Data
			Investment Operations									Distributions
For the Year or Period Ended (1)	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (2)			Net Realized and Unrealized Gain (Loss)			Total			Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (3)		Expenses After Reductions (3), (4)		Net Investment Income (Loss) (3)		Total Returns (5)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
Pacific Funds Portfolio Optimization Growth (Continued)
Class R
4/1/2015 - 3/31/2016		$15.32		$0.15			($0.68	)		($0.53	)		($0.21	)		($0.87	)		($1.08	)		$13.71		0.91%		0.85%		1.04%		(3.60	%)		$18,328		34	%
4/1/2014 - 3/31/2015		14.72		0.12			0.77			0.89			(0.29	)		—			(0.29	)		15.32		0.91%		0.85%		0.82%		6.10	%		21,383		21	%
4/1/2013 - 3/31/2014		13.32		0.06			1.49			1.55			(0.15	)		—			(0.15	)		14.72		0.94%		0.85%		0.41%		11.67	%		20,326		1	%
4/1/2012 - 3/31/2013		12.40		0.07			0.96			1.03			(0.11	)		—			(0.11	)		13.32		0.96%		0.85%		0.55%		8.38	%		17,844		25	%
4/1/2011 - 3/31/2012		12.03		0.07			0.40			0.47			(0.10	)		—			(0.10	)		12.40		0.97%		0.85%		0.57%		3.97	%		14,710		8	%
Advisor Class
4/1/2015 - 3/31/2016		$15.35		$0.22			($0.68	)		($0.46	)		($0.26	)		($0.87	)		($1.13	)		$13.76		0.41%		0.35%		1.54%		(3.10	%)		$12,084		34	%
4/1/2014 - 3/31/2015		14.75		0.19			0.78			0.97			(0.37	)		—			(0.37	)		15.35		0.41%		0.35%		1.32%		6.61	%		10,165		21	%
4/1/2013 - 3/31/2014		13.34		0.12			1.51			1.63			(0.22	)		—			(0.22	)		14.75		0.44%		0.40%		0.86%		12.21	%		5,111		1	%
12/31/2012 - 3/31/2013		12.50		(0.01	)		0.85			0.84			—			—			—			13.34		0.45%		0.40%		(0.40%)		6.72	%		2,470		25	%
Pacific Funds Portfolio Optimization Aggressive-Growth
Class A
4/1/2015 - 3/31/2016		$15.85		$0.16			($0.85	)		($0.69	)		($0.28	)		($0.18	)		($0.46	)		$14.70		0.68%		0.60%		1.03%		(4.37	%)		$170,874		35	%
4/1/2014 - 3/31/2015		15.23		0.15			0.79			0.94			(0.32	)		—			(0.32	)		15.85		0.68%		0.60%		0.97%		6.18	%		177,171		20	%
4/1/2013 - 3/31/2014		13.50		0.08			1.77			1.85			(0.12	)		—			(0.12	)		15.23		0.71%		0.60%		0.58%		13.70	%		161,858		5	%
4/1/2012 - 3/31/2013		12.56		0.07			0.96			1.03			(0.09	)		—			(0.09	)		13.50		0.73%		0.60%		0.57%		8.30	%		133,265		30	%
4/1/2011 - 3/31/2012		12.29		0.06			0.27			0.33			(0.06	)		—			(0.06	)		12.56		0.74%		0.60%		0.52%		2.73	%		122,397		13	%
Class B
4/1/2015 - 3/31/2016		$15.57		$0.04			($0.84	)		($0.80	)		($0.16	)		($0.18	)		($0.34	)		$14.43		1.43%		1.35%		0.28%		(5.15	%)		$30,038		35	%
4/1/2014 - 3/31/2015		14.94		0.03			0.80			0.83			(0.20	)		—			(0.20	)		15.57		1.43%		1.35%		0.22%		5.55	%		35,840		20	%
4/1/2013 - 3/31/2014		13.22		(0.02	)		1.76			1.74			(0.02	)		—			(0.02	)		14.94		1.46%		1.35%		(0.17%)		13.13	%		37,704		5	%
4/1/2012 - 3/31/2013		12.28		(0.02	)		0.96			0.94			(0.00	)(6)		—			(0.00	)(6)		13.22		1.48%		1.35%		(0.17%)		7.69	%		33,013		30	%
4/1/2011 - 3/31/2012		12.03		(0.03	)		0.28			0.25			—			—			—			12.28		1.49%		1.35%		(0.23%)		2.08	%		31,969		13	%
Class C
4/1/2015 - 3/31/2016		$15.55		$0.04			($0.83	)		($0.79	)		($0.17	)		($0.18	)		($0.35	)		$14.41		1.43%		1.35%		0.28%		(5.13	%)		$100,573		35	%
4/1/2014 - 3/31/2015		14.93		0.03			0.79			0.82			(0.20	)		—			(0.20	)		15.55		1.43%		1.35%		0.22%		5.54	%		110,241		20	%
4/1/2013 - 3/31/2014		13.22		(0.02	)		1.75			1.73			(0.02	)		—			(0.02	)		14.93		1.46%		1.35%		(0.17%)		13.12	%		101,888		5	%
4/1/2012 - 3/31/2013		12.28		(0.02	)		0.97			0.95			(0.01	)		—			(0.01	)		13.22		1.48%		1.35%		(0.18%)		7.71	%		81,754		30	%
4/1/2011 - 3/31/2012		12.03		(0.03	)		0.28			0.25			—			—			—			12.28		1.49%		1.35%		(0.23%)		2.08	%		76,613		13	%
Class R
4/1/2015 - 3/31/2016		$15.77		$0.12			($0.84	)		($0.72	)		($0.24	)		($0.18	)		($0.42	)		$14.63		0.93%		0.85%		0.78%		(4.59	%)		$7,036		35	%
4/1/2014 - 3/31/2015		15.15		0.11			0.79			0.90			(0.28	)		—			(0.28	)		15.77		0.93%		0.85%		0.72%		5.94	%		8,893		20	%
4/1/2013 - 3/31/2014		13.43		0.05			1.75			1.80			(0.08	)		—			(0.08	)		15.15		0.96%		0.85%		0.33%		13.45	%		8,151		5	%
4/1/2012 - 3/31/2013		12.48		0.04			0.97			1.01			(0.06	)		—			(0.06	)		13.43		0.98%		0.85%		0.33%		8.17	%		7,251		30	%
4/1/2011 - 3/31/2012		12.22		0.03			0.26			0.29			(0.03	)		—			(0.03	)		12.48		0.99%		0.85%		0.27%		2.43	%		6,662		13	%
Advisor Class
4/1/2015 - 3/31/2016		$15.86		$0.19			($0.84	)		($0.65	)		($0.32	)		($0.18	)		($0.50	)		$14.71		0.43%		0.35%		1.28%		(4.13	%)		$6,679		35	%
4/1/2014 - 3/31/2015		15.23		0.19			0.79			0.98			(0.35	)		—			(0.35	)		15.86		0.43%		0.35%		1.22%		6.50	%		6,480		20	%
4/1/2013 - 3/31/2014		13.51		0.11			1.76			1.87			(0.15	)		—			(0.15	)		15.23		0.46%		0.40%		0.78%		13.84	%		2,719		5	%
12/31/2012 - 3/31/2013		12.56		(0.01	)		0.96			0.95			—			—			—			13.51		0.48%		0.40%		(0.40%)		7.56	%		222		30	%
Pacific Funds Diversified Alternatives
Class A
4/1/2015 - 3/31/2016		$10.00		$0.35			($0.31	)		$0.04			($0.37	)		($0.04	)		($0.41	)		$9.63		1.36%		0.85%		3.65%		0.55	%		$3,136		73	%
4/1/2014 - 3/31/2015		9.99		0.38			(0.06	)		0.32			(0.29	)		(0.02	)		(0.31	)		10.00		2.83%		0.85%		3.77%		3.19	%		1,465		23	%
12/31/2013 - 3/31/2014		10.00		(0.01	)		(0.00	)(6)		(0.01	)		—			—			—			9.99		3.36%		0.85%		(0.34%)		(0.10	%)		10		1	%
Class C
4/1/2015 - 3/31/2016		$9.92		$0.28			($0.31	)		($0.03	)		($0.30	)		($0.04	)		($0.34	)		$9.55		2.11%		1.60%		2.90%		(0.19	%)		$661		73	%
4/1/2014 - 3/31/2015		9.97		0.30			(0.06	)		0.24			(0.27	)		(0.02	)		(0.29	)		9.92		3.58%		1.60%		3.02%		2.39	%		558		23	%
12/31/2013 - 3/31/2014		10.00		(0.03	)		(0.00	)(6)		(0.03	)		—			—			—			9.97		4.11%		1.60%		(1.09%)		(0.30	%)		10		1	%


		See explanation of references on A-7

A-3

PACIFIC FUNDS

FINANCIAL HIGHLIGHTS (Continued)

Selected per share, ratios and supplemental data for each year or period ended March 31, were as follows:


Fund			Selected Per Share Data																				Ratios to Average Net Assets						Supplemental Data
			Investment Operations									Distributions
For the Year or Period Ended (1)	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (2)			Net Realized and Unrealized Gain (Loss)			Total			Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (3)		Expenses After Reductions (3), (4)		Net Investment Income (Loss) (3)		Total Returns (5)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
Pacific Funds Diversified Alternatives (Continued)
Advisor Class
4/1/2015 - 3/31/2016		$10.01		$0.39			($0.33	)		$0.06			($0.38	)		($0.04	)		($0.42	)		$9.65		1.11%		0.60%		3.90%		0.86	%		$2,476		73	%
4/1/2014 - 3/31/2015		9.99		0.41			(0.08	)		0.33			(0.29	)		(0.02	)		(0.31	)		10.01		2.58%		0.60%		4.02%		3.37	%		3,771		23	%
12/31/2013 - 3/31/2014		10.00		(0.00	)(6)		(0.01	)		(0.01	)		—			—			—			9.99		3.11%		0.60%		(0.09%)		(0.10	%)		1,978		1	%
Pacific Funds Short Duration Income
Class A
4/1/2015 - 3/31/2016		$10.41		$0.17			($0.15	)		$0.02			($0.17	)		$—			($0.17	)		$10.26		1.06%		0.85%		1.62%		0.15	%		$69,477		41	%
4/1/2014 - 3/31/2015		10.46		0.19			(0.03	)		0.16			(0.18	)		(0.03	)		(0.21	)		10.41		1.09%		0.85%		1.77%		1.51	%		48,685		78	%
4/1/2013 - 3/31/2014		10.46		0.17			0.04			0.21			(0.18	)		(0.03	)		(0.21	)		10.46		1.14%		0.85%		1.68%		2.00	%		60,012		98	%
6/29/2012 - 3/31/2013		10.20		0.16			0.32			0.48			(0.15	)		(0.07	)		(0.22	)		10.46		1.24%		0.85%		2.02%		4.78	%		22,589		146	%
Class C
4/1/2015 - 3/31/2016		$10.39		$0.09			($0.15	)		($0.06	)		($0.09	)		$—			($0.09	)		$10.24		1.81%		1.60%		0.87%		(0.58	%)		$44,180		41	%
4/1/2014 - 3/31/2015		10.45		0.11			(0.03	)		0.08			(0.11	)		(0.03	)		(0.14	)		10.39		1.84%		1.60%		1.02%		0.68	%		31,569		78	%
4/1/2013 - 3/31/2014		10.45		0.10			0.03			0.13			(0.10	)		(0.03	)		(0.13	)		10.45		1.89%		1.60%		0.93%		1.28	%		23,769		98	%
6/29/2012 - 3/31/2013		10.20		0.10			0.33			0.43			(0.11	)		(0.07	)		(0.18	)		10.45		1.99%		1.60%		1.27%		4.28	%		10,307		146	%
Class I
4/1/2015 - 3/31/2016		$10.39		$0.20			($0.14	)		$0.06			($0.20	)		$—			($0.20	)		$10.25		0.66%		0.55%		1.92%		0.54	%		$1,695		41	%
4/1/2014 - 3/31/2015		10.45		0.21			(0.03	)		0.18			(0.21	)		(0.03	)		(0.24	)		10.39		0.69%		0.57%		2.05%		1.70	%		1,516		78	%
4/1/2013 - 3/31/2014		10.45		0.21			0.02			0.23			(0.20	)		(0.03	)		(0.23	)		10.45		0.74%		0.60%		1.93%		2.20	%		979		98	%
4/1/2012 - 3/31/2013		10.14		0.23			0.38			0.61			(0.23	)		(0.07	)		(0.30	)		10.45		1.08%		0.60%		2.27%		6.10	%		13,280		146	%
12/19/2011 - 3/31/2012		10.00		0.06			0.15			0.21			(0.07	)		—			(0.07	)		10.14		2.04%		0.60%		2.06%		2.10	%		12,251		73	%
Advisor Class
4/1/2015 - 3/31/2016		$10.41		$0.19			($0.15	)		$0.04			($0.19	)		$—			($0.19	)		$10.26		0.81%		0.60%		1.87%		0.40	%		$129,455		41	%
4/1/2014 - 3/31/2015		10.46		0.21			(0.02	)		0.19			(0.21	)		(0.03	)		(0.24	)		10.41		0.83%		0.60%		2.02%		1.78	%		51,901		78	%
4/1/2013 - 3/31/2014		10.46		0.20			0.03			0.23			(0.20	)		(0.03	)		(0.23	)		10.46		0.89%		0.60%		1.93%		2.25	%		9,595		98	%
6/29/2012 - 3/31/2013		10.20		0.18			0.31			0.49			(0.16	)		(0.07	)		(0.23	)		10.46		0.99%		0.60%		2.27%		4.85	%		3,148		146	%
Pacific Funds Core Income
Class A
4/1/2015 - 3/31/2016		$10.79		$0.31			($0.34	)		($0.03	)		($0.31	)		$—			($0.31	)		$10.45		1.14%		0.95%		2.92%		(0.27	%)		$196,297		74	%
4/1/2014 - 3/31/2015		10.66		0.31			0.13			0.44			(0.31	)		—			(0.31	)		10.79		1.14%		0.93%		2.93%		4.17	%		218,368		53	%
4/1/2013 - 3/31/2014		10.92		0.32			(0.09	)		0.23			(0.33	)		(0.16	)		(0.49	)		10.66		1.16%		0.90%		3.03%		2.27	%		221,086		120	%
4/1/2012 - 3/31/2013		10.61		0.30			0.55			0.85			(0.29	)		(0.25	)		(0.54	)		10.92		1.17%		0.90%		2.76%		8.13	%		333,987		171	%
4/1/2011 - 3/31/2012		10.16		0.30			0.48			0.78			(0.30	)		(0.03	)		(0.33	)		10.61		1.35%		0.90%		2.94%		7.79	%		247,522		199	%
Class C
4/1/2015 - 3/31/2016		$10.79		$0.23			($0.34	)		($0.11	)		($0.23	)		$—			($0.23	)		$10.45		1.89%		1.70%		2.17%		(1.03	%)		$140,657		74	%
4/1/2014 - 3/31/2015		10.66		0.23			0.13			0.36			(0.23	)		—			(0.23	)		10.79		1.89%		1.68%		2.18%		3.42	%		183,952		53	%
4/1/2013 - 3/31/2014		10.93		0.24			(0.10	)		0.14			(0.25	)		(0.16	)		(0.41	)		10.66		1.91%		1.65%		2.28%		1.41	%		122,946		120	%
4/1/2012 - 3/31/2013		10.62		0.22			0.55			0.77			(0.21	)		(0.25	)		(0.46	)		10.93		1.92%		1.65%		2.01%		7.37	%		160,472		171	%
6/30/2011 - 3/31/2012		10.32		0.17			0.33			0.50			(0.17	)		(0.03	)		(0.20	)		10.62		2.07%		1.65%		2.17%		4.89	%		76,726		199	%
Class I
4/1/2015 - 3/31/2016		$10.80		$0.34			($0.34	)		$0.00			($0.34	)		$—			($0.34	)		$10.46		0.74%		0.65%		3.22%		0.03	%		$3,585		74	%
4/1/2014 - 3/31/2015		10.67		0.34			0.13			0.47			(0.34	)		—			(0.34	)		10.80		0.73%		0.65%		3.21%		4.46	%		3,806		53	%
4/1/2013 - 3/31/2014		10.93		0.35			(0.09	)		0.26			(0.36	)		(0.16	)		(0.52	)		10.67		0.76%		0.65%		3.28%		2.53	%		1,187		120	%
4/1/2012 - 3/31/2013		10.62		0.33			0.55			0.88			(0.32	)		(0.25	)		(0.57	)		10.93		0.77%		0.65%		3.01%		8.39	%		1,794		171	%
4/1/2011 - 3/31/2012		10.16		0.36			0.44			0.80			(0.31	)		(0.03	)		(0.34	)		10.62		0.95%		0.65%		3.42%		7.95	%		1,292		199	%
Advisor Class
4/1/2015 - 3/31/2016		$10.81		$0.33			($0.34	)		($0.01	)		($0.33	)		$—			($0.33	)		$10.47		0.89%		0.70%		3.17%		(0.02	%)		$249,677		74	%
4/1/2014 - 3/31/2015		10.68		0.34			0.13			0.47			(0.34	)		—			(0.34	)		10.81		0.88%		0.69%		3.17%		4.43	%		219,437		53	%
4/1/2013 - 3/31/2014		10.95		0.35			(0.10	)		0.25			(0.36	)		(0.16	)		(0.52	)		10.68		0.91%		0.65%		3.28%		2.53	%		69,489		120	%
6/29/2012 - 3/31/2013		10.79		0.24			0.41			0.65			(0.24	)		(0.25	)		(0.49	)		10.95		0.94%		0.67%		2.99%		5.97	%		93,966		171	%
Pacific Funds Strategic Income
Class A
4/1/2015 - 3/31/2016		$10.75		$0.43			($0.66	)		($0.23	)		($0.43	)		$—			($0.43	)		$10.09		1.26%		1.05%		4.20%		(2.17	%)		$52,218		94	%
4/1/2014 - 3/31/2015		11.20		0.46			(0.37	)		0.09			(0.44	)		(0.10	)		(0.54	)		10.75		1.28%		1.05%		4.18%		0.84	%		51,175		157	%
4/1/2013 - 3/31/2014		11.23		0.48			0.30			0.78			(0.49	)		(0.32	)		(0.81	)		11.20		1.43%		1.05%		4.34%		7.25	%		37,896		190	%
6/29/2012 - 3/31/2013		10.53		0.38			0.98			1.36			(0.36	)		(0.30	)		(0.66	)		11.23		1.47%		1.05%		4.55%		13.12	%		20,963		353	%


		See explanation of references on A-7

A-4

PACIFIC FUNDS

FINANCIAL HIGHLIGHTS (Continued)

Selected per share, ratios and supplemental data for each year or period ended March 31, were as follows:


Fund			Selected Per Share Data																			Ratios to Average Net Assets						Supplemental Data
			Investment Operations								Distributions
For the Year or Period Ended (1)	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (2)		Net Realized and Unrealized Gain (Loss)			Total			Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (3)		Expenses After Reductions (3), (4)		Net Investment Income (Loss) (3)		Total Returns (5)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
Pacific Funds Strategic Income (Continued)
Class C
4/1/2015 - 3/31/2016		$10.73		$0.36		($0.67	)		($0.31	)		($0.35	)		$—			($0.35	)		$10.07		2.01%		1.80%		3.45%		(2.90	%)		$44,196		94	%
4/1/2014 - 3/31/2015		11.19		0.38		(0.38	)		—			(0.36	)		(0.10	)		(0.46	)		10.73		2.03%		1.80%		3.43%		0.03	%		42,684		157	%
4/1/2013 - 3/31/2014		11.22		0.40		0.30			0.70			(0.41	)		(0.32	)		(0.73	)		11.19		2.18%		1.80%		3.59%		6.51	%		23,451		190	%
6/29/2012 - 3/31/2013		10.53		0.32		0.98			1.30			(0.31	)		(0.30	)		(0.61	)		11.22		2.22%		1.80%		3.80%		12.52	%		7,948		353	%
Class I
4/1/2015 - 3/31/2016		$10.70		$0.46		($0.67	)		($0.21	)		($0.46	)		$—			($0.46	)		$10.03		0.86%		0.75%		4.50%		(1.98	%)		$948		94	%
4/1/2014 - 3/31/2015		11.15		0.49		(0.37	)		0.12			(0.47	)		(0.10	)		(0.57	)		10.70		0.88%		0.77%		4.46%		1.13	%		1,381		157	%
4/1/2013 - 3/31/2014		11.18		0.52		0.28			0.80			(0.51	)		(0.32	)		(0.83	)		11.15		1.03%		0.80%		4.59%		7.51	%		1,686		190	%
4/1/2012 - 3/31/2013		10.40		0.52		1.09			1.61			(0.53	)		(0.30	)		(0.83	)		11.18		1.22%		0.80%		4.80%		15.94	%		22,099		353	%
12/19/2011 - 3/31/2012		10.00		0.14		0.38			0.52			(0.12	)		—			(0.12	)		10.40		1.78%		0.80%		4.84%		5.22	%		17,796		156	%
Advisor Class
4/1/2015 - 3/31/2016		$10.76		$0.46		($0.68	)		($0.22	)		($0.45	)		$—			($0.45	)		$10.09		1.01%		0.80%		4.45%		(2.01	%)		$115,565		94	%
4/1/2014 - 3/31/2015		11.20		0.48		(0.35	)		0.13			(0.47	)		(0.10	)		(0.57	)		10.76		1.03%		0.80%		4.43%		1.20	%		66,223		157	%
4/1/2013 - 3/31/2014		11.24		0.51		0.29			0.80			(0.52	)		(0.32	)		(0.84	)		11.20		1.18%		0.80%		4.59%		7.42	%		9,302		190	%
6/29/2012 - 3/31/2013		10.53		0.40		0.97			1.37			(0.36	)		(0.30	)		(0.66	)		11.24		1.24%		0.82%		4.78%		13.31	%		1,575		353	%
Pacific Funds Floating Rate Income
Class A
4/1/2015 - 3/31/2016		$10.08		$0.39		($0.32	)		$0.07			($0.39	)		$—			($0.39	)		$9.76		1.30%		1.12%		3.92%		0.72	%		$191,376		99	%
4/1/2014 - 3/31/2015		10.51		0.44		(0.40	)		0.04			(0.44	)		(0.03	)		(0.47	)		10.08		1.29%		1.07%		4.20%		0.38	%		215,160		80	%
4/1/2013 - 3/31/2014		10.46		0.40		0.04			0.44			(0.37	)		(0.02	)		(0.39	)		10.51		1.30%		1.05%		3.86%		4.30	%		375,848		123	%
4/1/2012 - 3/31/2013		10.07		0.46		0.46			0.92			(0.43	)		(0.10	)		(0.53	)		10.46		1.43%		1.05%		4.46%		9.36	%		125,007		186	%
12/30/2011 - 3/31/2012		9.81		0.13		0.24			0.37			(0.11	)		—			(0.11	)		10.07		1.55%		1.05%		5.33%		3.79	%		12,071		139	%
Class C
4/1/2015 - 3/31/2016		$10.06		$0.31		($0.31	)		$0.00			($0.32	)		$—			($0.32	)		$9.74		2.05%		1.87%		3.17%		(0.04	%)		$161,326		99	%
4/1/2014 - 3/31/2015		10.50		0.36		(0.40	)		(0.04	)		(0.37	)		(0.03	)		(0.40	)		10.06		2.04%		1.82%		3.45%		(0.46	%)		179,798		80	%
4/1/2013 - 3/31/2014		10.45		0.33		0.04			0.37			(0.30	)		(0.02	)		(0.32	)		10.50		2.05%		1.80%		3.11%		3.57	%		214,365		123	%
4/1/2012 - 3/31/2013		10.07		0.38		0.46			0.84			(0.36	)		(0.10	)		(0.46	)		10.45		2.18%		1.80%		3.71%		8.56	%		63,045		186	%
12/30/2011 - 3/31/2012		9.81		0.11		0.25			0.36			(0.10	)		—			(0.10	)		10.07		2.30%		1.80%		4.61%		3.68	%		3,372		139	%
Class I
4/1/2015 - 3/31/2016		$10.09		$0.42		($0.32	)		$0.10			($0.42	)		$—			($0.42	)		$9.77		0.90%		0.82%		4.22%		1.02	%		$91,984		99	%
4/1/2014 - 3/31/2015		10.53		0.46		(0.40	)		0.06			(0.47	)		(0.03	)		(0.50	)		10.09		0.89%		0.81%		4.46%		0.55	%		88,508		80	%
4/1/2013 - 3/31/2014		10.47		0.43		0.05			0.48			(0.40	)		(0.02	)		(0.42	)		10.53		0.90%		0.80%		4.11%		4.65	%		96,635		123	%
4/1/2012 - 3/31/2013		10.08		0.48		0.46			0.94			(0.45	)		(0.10	)		(0.55	)		10.47		1.03%		0.80%		4.71%		9.56	%		10,726		186	%
6/30/2011 - 3/31/2012		10.00		0.34		0.06			0.40			(0.32	)		—			(0.32	)		10.08		1.24%		0.80%		4.60%		4.11	%		41,834		139	%
Advisor Class
4/1/2015 - 3/31/2016		$10.11		$0.41		($0.32	)		$0.09			($0.41	)		$—			($0.41	)		$9.79		1.05%		0.87%		4.17%		0.96	%		$231,437		99	%
4/1/2014 - 3/31/2015		10.54		0.46		(0.39	)		0.07			(0.47	)		(0.03	)		(0.50	)		10.11		1.04%		0.82%		4.45%		0.63	%		270,383		80	%
4/1/2013 - 3/31/2014		10.49		0.43		0.04			0.47			(0.40	)		(0.02	)		(0.42	)		10.54		1.05%		0.80%		4.11%		4.54	%		368,122		123	%
6/29/2012 - 3/31/2013		10.12		0.36		0.45			0.81			(0.34	)		(0.10	)		(0.44	)		10.49		1.15%		0.80%		4.70%		8.13	%		35,648		186	%
Pacific Funds Limited Duration High Income
Class A
4/1/2015 - 3/31/2016		$9.60		$0.41		($0.74	)		($0.33	)		($0.41	)		$—			($0.41	)		$8.86		1.45%		1.08%		4.44%		(3.48	%)		$7,503		48	%
4/1/2014 - 3/31/2015		10.22		0.45		(0.58	)		(0.13	)		(0.45	)		(0.04	)		(0.49	)		9.60		1.49%		1.08%		4.51%		(1.27	%)		7,094		49	%
7/31/2013 - 3/31/2014		10.00		0.26		0.22			0.48			(0.25	)		(0.01	)		(0.26	)		10.22		1.67%		1.08%		3.94%		4.85	%		8,677		53	%
Class C
4/1/2015 - 3/31/2016		$9.58		$0.34		($0.73	)		($0.39	)		($0.34	)		$—			($0.34	)		$8.85		2.20%		1.83%		3.69%		(4.10	%)		$3,104		48	%
4/1/2014 - 3/31/2015		10.20		0.37		(0.57	)		(0.20	)		(0.38	)		(0.04	)		(0.42	)		9.58		2.21%		1.83%		3.76%		(1.99	%)		3,664		49	%
7/31/2013 - 3/31/2014		10.00		0.21		0.22			0.43			(0.22	)		(0.01	)		(0.23	)		10.20		2.42%		1.83%		3.19%		4.28	%		2,442		53	%
Class I
4/1/2015 - 3/31/2016		$9.60		$0.44		($0.74	)		($0.30	)		($0.44	)		$—			($0.44	)		$8.86		1.05%		0.78%		4.74%		(3.19	%)		$21,217		48	%
4/1/2014 - 3/31/2015		10.22		0.48		(0.58	)		(0.10	)		(0.48	)		(0.04	)		(0.52	)		9.60		1.09%		0.80%		4.79%		(0.89	%)		21,921		49	%
7/31/2013 - 3/31/2014		10.00		0.28		0.21			0.49			(0.26	)		(0.01	)		(0.27	)		10.22		1.27%		0.83%		4.19%		4.87	%		22,227		53	%


		See explanation of references on A-7

A-5

PACIFIC FUNDS

FINANCIAL HIGHLIGHTS (Continued)

Selected per share, ratios and supplemental data for each year or period ended March 31, were as follows:


Fund			Selected Per Share Data																				Ratios to Average Net Assets						Supplemental Data
			Investment Operations									Distributions
For the Year or Period Ended (1)	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (2)			Net Realized and Unrealized Gain (Loss)			Total			Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (3)		Expenses After Reductions (3), (4)		Net Investment Income (Loss) (3)		Total Returns (5)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
Pacific Funds Limited Duration High Income (Continued)
Advisor Class
4/1/2015 - 3/31/2016		$9.60		$0.44			($0.75	)		($0.31	)		($0.43	)		$—			($0.43	)		$8.86		1.20%		0.83%		4.69%		(3.24	%)		$1,975		48	%
4/1/2014 - 3/31/2015		10.21		0.46			(0.55	)		(0.09	)		(0.48	)		(0.04	)		(0.52	)		9.60		1.18%		0.83%		4.76%		(0.92	%)		5,669		49	%
7/31/2013 - 3/31/2014		10.00		0.28			0.21			0.49			(0.27	)		(0.01	)		(0.28	)		10.21		1.42%		0.83%		4.19%		4.89	%		1,860		53	%
Pacific Funds High Income
Class A
4/1/2015 - 3/31/2016		$10.48		$0.50			($1.10	)		($0.60	)		($0.44	)		$—			($0.44	)		$9.44		1.28%		1.05%		5.05%		(5.79	%)		$10,391		54	%
4/1/2014 - 3/31/2015		11.22		0.54			(0.60	)		(0.06	)		(0.52	)		(0.16	)		(0.68	)		10.48		1.50%		1.05%		4.90%		(0.49	%)		5,900		60	%
4/1/2013 - 3/31/2014		11.16		0.56			0.25			0.81			(0.55	)		(0.20	)		(0.75	)		11.22		1.67%		1.05%		5.03%		7.50	%		6,441		99	%
6/29/2012 - 3/31/2013		10.57		0.46			0.84			1.30			(0.44	)		(0.27	)		(0.71	)		11.16		1.87%		1.05%		5.57%		12.59	%		3,497		154	%
Class C
4/1/2015 - 3/31/2016		$10.47		$0.43			($1.10	)		($0.67	)		($0.37	)		$—			($0.37	)		$9.43		2.03%		1.80%		4.30%		(6.52	%)		$4,324		54	%
4/1/2014 - 3/31/2015		11.21		0.45			(0.59	)		(0.14	)		(0.44	)		(0.16	)		(0.60	)		10.47		2.24%		1.80%		4.15%		(1.22	%)		5,419		60	%
4/1/2013 - 3/31/2014		11.16		0.47			0.25			0.72			(0.47	)		(0.20	)		(0.67	)		11.21		2.42%		1.80%		4.28%		6.65	%		5,245		99	%
6/29/2012 - 3/31/2013		10.57		0.40			0.85			1.25			(0.39	)		(0.27	)		(0.66	)		11.16		2.62%		1.80%		4.82%		12.11	%		2,203		154	%
Class I
4/1/2015 - 3/31/2016		$10.41		$0.54			($1.11	)		($0.57	)		($0.47	)		$—			($0.47	)		$9.37		0.88%		0.75%		5.35%		(5.57	%)		$58		54	%
4/1/2014 - 3/31/2015		11.14		0.57			(0.61	)		(0.04	)		(0.53	)		(0.16	)		(0.69	)		10.41		1.10%		0.77%		5.18%		(0.30	%)		241		60	%
4/1/2013 - 3/31/2014		11.09		0.58			0.24			0.82			(0.57	)		(0.20	)		(0.77	)		11.14		1.27%		0.80%		5.28%		7.72	%		9,493		99	%
4/1/2012 - 3/31/2013		10.58		0.63			0.82			1.45			(0.67	)		(0.27	)		(0.94	)		11.09		1.78%		0.80%		5.82%		14.21	%		8,810		154	%
12/19/2011 - 3/31/2012		10.00		0.20			0.55			0.75			(0.17	)		—			(0.17	)		10.58		2.82%		0.80%		6.73%		7.50	%		7,523		93	%
Advisor Class
4/1/2015 - 3/31/2016		$10.49		$0.53			($1.12	)		($0.59	)		($0.46	)		$—			($0.46	)		$9.44		1.03%		0.80%		5.30%		(5.66	%)		$1,666		54	%
4/1/2014 - 3/31/2015		11.23		0.57			(0.60	)		(0.03	)		(0.55	)		(0.16	)		(0.71	)		10.49		1.24%		0.80%		5.15%		(0.23	%)		3,807		60	%
4/1/2013 - 3/31/2014		11.18		0.58			0.24			0.82			(0.57	)		(0.20	)		(0.77	)		11.23		1.42%		0.80%		5.28%		7.67	%		3,064		99	%
6/29/2012 - 3/31/2013		10.57		0.48			0.85			1.33			(0.45	)		(0.27	)		(0.72	)		11.18		1.63%		0.81%		5.81%		12.87	%		279		154	%
Pacific Funds Large-Cap (7)
Class A
1/11/2016 - 3/31/2016		$9.10		$0.03			$0.53			$0.56			$—			$—			$—			$9.66		6.07%		1.00%		1.35%		6.15	%		$551		27	%
Class C
1/11/2016 - 3/31/2016		$9.10		$0.01			$0.54			$0.55			$—			$—			$—			$9.65		6.82%		1.75%		0.60%		6.04	%		$525		27	%
Advisor Class
1/11/2016 - 3/31/2016		$9.10		$0.03			$0.54			$0.57			$—			$—			$—			$9.67		5.82%		0.75%		1.60%		6.26	%		$564		27	%
Investor Class
12/1/2015 - 3/31/2016		$10.07		$0.04			($0.31	)		($0.27	)		($0.15	)(8)		$—			($0.15	)		$9.65		6.37%		1.00%		1.35%		(2.68	%)		$674		27	%
12/31/2014 - 11/30/2015		10.00		0.12			(0.05	)		0.07			—			—			—			10.07		15.97%		1.00%		1.20%		0.70	%		631		45	%
Pacific Funds Large-Cap Value (7)
Class A
1/11/2016 - 3/31/2016		$8.97		$0.04			$0.45			$0.49			$—			$—			$—			$9.46		10.34%		1.10%		1.92%		5.46	%		$499		48	%
Class C
1/11/2016 - 3/31/2016		$8.97		$0.02			$0.46			$0.48			$—			$—			$—			$9.45		11.09%		1.85%		1.17%		5.35	%		$477		48	%
Advisor Class
1/11/2016 - 3/31/2016		$8.97		$0.04			$0.46			$0.50			$—			$—			$—			$9.47		10.09%		0.85%		2.17%		5.57	%		$777		48	%
Investor Class
12/1/2015 - 3/31/2016		$10.01		$0.06			($0.34	)		($0.28	)		($0.27	)		$—			($0.27	)		$9.46		12.77%		1.07%		1.95%		(2.76	%)		$514		48	%
12/31/2014 - 11/30/2015		10.00		0.13			(0.12	)		0.01			—			—			—			10.01		30.13%		1.00%		1.42%		0.10	%		500		44	%
Pacific Funds Small/Mid-Cap (7)
Class A
1/11/2016 - 3/31/2016		$9.33		$0.00	(6)		$0.60			$0.60			$—			$—			$—			$9.93		5.43%		1.30%		0.07%		6.43	%		$2,254		11	%
Class C
1/11/2016 - 3/31/2016		$9.33		($0.01	)		$0.59			$0.58			$—			$—			$—			$9.91		6.18%		2.05%		(0.68%)		6.22	%		$527		11	%
Advisor Class
1/11/2016 - 3/31/2016		$9.33		$0.01			$0.58			$0.59			$—			$—			$—			$9.92		5.18%		1.05%		0.32%		6.32	%		$1,965		11	%


		See explanation of references on A-7

A-6

PACIFIC FUNDS

FINANCIAL HIGHLIGHTS (Continued)

Selected per share, ratios and supplemental data for each year or period ended March 31, were as follows:


Fund			Selected Per Share Data																	Ratios to Average Net Assets						Supplemental Data
			Investment Operations									Distributions
For the Year or Period Ended (1)	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (2)			Net Realized and Unrealized Gain (Loss)			Total			Net Investment Income		Capital Gains		Total		Net Asset Value, End of Year or Period		Expenses Before Reductions (3)		Expenses After Reductions (3), (4)		Net Investment Income (Loss) (3)		Total Returns (5)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
Pacific Funds Small/Mid-Cap (Continued) (7)
Investor Class
1/11/2016 - 3/31/2016		$9.33		$0.00	(6)		$0.58			$0.58			$—		$—		$—		$9.91		5.43%		1.35%		0.02%		6.22	%		$2,286		11	%
Pacific Funds Small-Cap (7)
Class A
1/11/2016 - 3/31/2016		$9.10		$0.01			$0.57			$0.58			$—		$—		$—		$9.68		17.67%		1.30%		0.31%		6.37	%		$324		27	%
Class C
1/11/2016 - 3/31/2016		$9.10		($0.01	)		$0.57			$0.56			$—		$—		$—		$9.66		18.42%		2.05%		(0.44%)		6.15	%		$130		27	%
Advisor Class
1/11/2016 - 3/31/2016		$9.10		$0.01			$0.57			$0.58			$—		$—		$—		$9.68		17.42%		1.05%		0.56%		6.37	%		$153		27	%
Investor Class
1/11/2016 - 3/31/2016		$9.10		$0.01			$0.56			$0.57			$—		$—		$—		$9.67		17.67%		1.35%		0.26%		6.26	%		$18		27	%
Pacific Funds Small-Cap Value (7)
Class A
1/11/2016 - 3/31/2016		$8.80		$0.02			$0.65			$0.67			$—		$—		$—		$9.47		15.99%		1.30%		0.97%		7.73	%		$148		17	%
Class C
1/11/2016 - 3/31/2016		$8.80		$0.00	(6)		$0.66			$0.66			$—		$—		$—		$9.46		16.74%		2.05%		0.22%		7.50	%		$121		17	%
Advisor Class
1/11/2016 - 3/31/2016		$8.80		$0.02			$0.66			$0.68			$—		$—		$—		$9.48		15.74%		1.05%		1.22%		7.84	%		$261		17	%
Investor Class
1/11/2016 - 3/31/2016		$8.80		$0.02			$0.65			$0.67			$—		$—		$—		$9.47		15.99%		1.35%		0.92%		7.73	%		$59		17	%
Pacific Funds Small-Cap Growth (7)
Class A
1/11/2016 - 3/31/2016		$9.27		($0.01	)		$0.35			$0.34			$—		$—		$—		$9.61		12.44%		1.30%		(0.70%)		3.88	%		$43		7	%
Class C
1/11/2016 - 3/31/2016		$9.27		($0.03	)		$0.37			$0.34			$—		$—		$—		$9.61		13.19%		2.05%		(1.45%)		3.67	%		$34		7	%
Advisor Class
1/11/2016 - 3/31/2016		$9.27		($0.01	)		$0.38			$0.37			$—		$—		$—		$9.64		12.19%		1.05%		(0.45%)		3.99	%		$234		7	%
Investor Class
12/1/2015 - 3/31/2016		$10.42		($0.02	)		($0.78	)		($0.80	)		$—		$—		$—		$9.62		12.79%		1.25%		(0.65%)		(7.68	%)		$977		7	%
12/31/2014 - 11/30/2015		10.00		(0.07	)		0.49			0.42			—		—		—		10.42		17.40%		1.25%		(0.70%)		4.20	%		1,047		34	%

(1)	For share classes that commenced operations after April 1, 2011, the first date reported represents the commencement date of operations for that share class.

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

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

(4)

The ratios of expenses after expense reductions to average net assets are after advisory fee waivers and adviser expense reimbursements, if any. The expense ratios for all the Portfolio Optimization Funds and Pacific Funds Diversified Alternatives do not include fees and expenses of the underlying funds in which the Portfolio Optimization Funds and Pacific Funds Diversified Alternatives invest.

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

(6)	Reflects an amount rounding to less than $0.01 per share.

(7)

Because of the change in fiscal year end from November 30 to March 31 for the Fund, the following periods are shown for the Fund: (i) the period from December 31, 2014 through November 30, 2015, which reflects the fiscal year end for the Predecessor Fund prior to the reorganization and (ii) the period from December 1, 2015 or class commencement date through March 31, 2016, which reflects the change in fiscal year end for the Fund upon the reorganization.

(8)	Includes $0.01 per share return of capital distribution.

A-7

WHERE TO GO FOR MORE INFORMATION

You’ll find more information about the Funds in the following documents:

Annual, Semi-Annual and Quarterly Reports

The Trust’s annual, semi-annual and quarterly reports for the Funds included in this prospectus, once available, will provide additional information about Fund investments. The Trust’s annual reports list the holdings of the Funds (or a summary of holdings), describe Fund performance, include audited financial statements and tell you how investment strategies and Fund performance have responded to recent market conditions and economic trends. The Trust’s semi-annual reports list the holdings of the Funds (or a summary of the holdings) and include unaudited financial statements. The Trust’s annual and semi-annual reports may contain a summary schedule of investments for certain Funds. A complete schedule of investments may be obtained as noted below. The Trust’s quarterly reports provide a list of the holdings of the Funds.

Statement of Additional Information (“SAI”)

The SAI contains detailed information about each Fund’s investments, strategies and risks and a full description of the Trust’s policies and procedures regarding disclosure of the Fund’s portfolio holdings. The SAI is considered to be part of this prospectus because it is incorporated herein by reference.

How to Obtain Documents

This prospectus, the SAI, and other regulatory documents of the Trust, once filed, are available, free of charge, on the Trust’s website (www.pacificlife.com/pacificfunds.html). You may also call or write for a free copy of these documents. You can also obtain these documents, reports and other information by contacting the U.S. Securities and Exchange Commission’s (“SEC”) Public Reference Room. The SEC may charge you a fee for this information.

Portfolio Holdings Information

Each Fund’s unaudited portfolio holdings information can be found at www.PacificLife.com/PacificFundsMonthlyHoldings.html. Month-end portfolio holdings for Funds are generally posted approximately three to five business days following month-end. There may be an additional delay for certain Funds as indicated on the website. The investment adviser reserves the right to post holdings for any Fund more frequently than monthly, but may resume posting monthly at its discretion. Holdings information will remain available on the website until the next period’s information is posted or longer if required by law.

How to Contact the Trust

If you have any questions about any of the Funds or would like to obtain a copy of the Trust’s prospectus, SAI or annual or semi-annual report at no cost, contact:

Regular mail: Pacific Funds, P.O. Box 9768, Providence, RI 02940-9768

Express mail: Pacific Funds, 4400 Computer Drive, Westborough MA 01581

Telephone: Customer Service (800) 722-2333 (select Option 2) (Monday through Friday)

How to Contact the SEC

Commission’s Public Reference Section

100 F Street, NE

Washington, D.C. 20549-1520

Website: www.sec.gov

E-mail: publicinfo@sec.gov

Information regarding the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at 1-202-551-8090. You may also access reports and other information about a Fund on the EDGAR Database on the SEC’s webpage at www.sec.gov. You may get copies of this information, with payment of a duplication fee, by writing the Public Reference Section of the Commission, 100 F Street, NE, Washington, D.C. 20549-1520, or by e-mailing your request to publicinfo@sec.gov.

FINRA BrokerCheck

The Financial Industry Regulatory Authority (“FINRA”) provides investor protection education through its website and printed materials. The FINRA website address is www.finra.org. An investor brochure that includes information describing FINRA BrokerCheck may be obtained from FINRA. The FINRA BrokerCheck hotline number is 1-800-289-9999. FINRA does not charge a fee for BrokerCheck services.

SEC file number 811-10385




Prospectus dated August 1, 2016

Class P Shares


	Fund

U.S. Fixed Income Funds:	Pacific Funds^SM Core Income

	Pacific Funds^SM Floating Rate Income
	Pacific Funds^SMHigh Income
	PF Floating Rate Loan Fund
	PF Inflation Managed Fund
	PF Managed Bond Fund
	PF Short Duration Bond Fund

Non-U.S. Fixed Income Fund:	PF Emerging Markets Debt Fund
U.S. Equity Funds:	PF Comstock Fund

	PF Growth Fund
	PF Large-Cap Growth Fund
	PF Large-Cap Value Fund
	PF Main Street^{^®} Core Fund
	PF Mid-Cap Equity Fund
	PF Mid-Cap Growth Fund
	PF Mid-Cap Value Fund
	PF Small-Cap Growth Fund
	PF Small-Cap Value Fund

Non-U.S. Equity Funds:	PF Emerging Markets Fund

	PF International Large-Cap Fund
	PF International Small-Cap Fund
	PF International Value Fund

Sector Fund:	PF Real Estate Fund
Alternative Strategies Funds:	PF Absolute Return Fund

	PF Currency Strategies Fund
	PF Equity Long/Short Fund
	PF Global Absolute Return Fund

Table of Contents

Fund Summaries

U.S. Fixed Income Funds:


Pacific Funds Core Income	4
Pacific Funds Floating Rate Income	7
Pacific Funds High Income	10
PF Floating Rate Loan Fund	13
PF Inflation Managed Fund	16
PF Managed Bond Fund	21
PF Short Duration Bond Fund	26

Non-U.S. Fixed Income Fund:


PF Emerging Markets Debt Fund	29

U.S. Equity Funds:


PF Comstock Fund	33
PF Growth Fund	36
PF Large-Cap Growth Fund	38
PF Large-Cap Value Fund	41
PF Main Street Core Fund	43
PF Mid-Cap Equity Fund	45
PF Mid-Cap Growth Fund	47
PF Mid-Cap Value Fund	49
PF Small-Cap Growth Fund	51
PF Small-Cap Value Fund	53

Non-U.S. Equity Funds:


PF Emerging Markets Fund	56
PF International Large-Cap Fund	59
PF International Small-Cap Fund	62
PF International Value Fund	65

Sector Fund:


PF Real Estate Fund	68

Alternative Strategies Funds:


PF Absolute Return Fund	71
PF Currency Strategies Fund	75
PF Equity Long/Short Fund	79
PF Global Absolute Return Fund	83
Additional Summary Information	88
Additional Information About Principal Investment Strategies and Principal Risks	88
Pacific Funds Core Income	88
Pacific Funds Floating Rate Income	89
Pacific Funds High Income	89
PF Floating Rate Loan Fund	90
PF Inflation Managed Fund	91
PF Managed Bond Fund	92
PF Short Duration Bond Fund	94
PF Emerging Markets Debt Fund	95
PF Comstock Fund	97
PF Growth Fund	97
PF Large-Cap Growth Fund	97
PF Large-Cap Value Fund	98
PF Main Street Core Fund	99
PF Mid-Cap Equity Fund	99
PF Mid-Cap Growth Fund	100
PF Mid-Cap Value Fund	100
PF Small-Cap Growth Fund	101
PF Small-Cap Value Fund	101
PF Emerging Markets Fund	101
PF International Large-Cap Fund	102
PF International Small-Cap Fund	103
PF International Value Fund	104
PF Real Estate Fund	105
PF Absolute Return Fund	106
PF Currency Strategies Fund	107
PF Equity Long/Short Fund	108
PF Global Absolute Return Fund	109


General Investment Information	110
Additional Risk Information	111
Additional Information About Fees and Expenses	121
Overview of Class P Shares	122
Execution of Your Requests	122
Additional Information About Fund Performance	122
Manager Changes, Name Changes and/or Related Investment Policy Changes by Fund	122
Index Definitions	124
Other Fund Information	126
How Share Prices Are Calculated	126
Prevention of Disruptive Trading	127
Dividends and Distributions	127
General Summary of Tax Consequences	128
Fund Organization	128
About Management	129
Financial Highlights	140


Where To Go For More Information	back cover of this prospectus

Pacific Funds^SM Core Income

Investment Goal

This Fund seeks a high level of current income; capital appreciation is of secondary importance.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.50%
Other Expenses	0.24%
Total Annual Fund Operating Expenses	0.74%
Less Expense Reimbursement¹	(0.04)%
Total Annual Fund Operating Expenses after Expense Reimbursement	0.70%

¹ The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.20% through 7/31/2017. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other Funds of the Trust or other mutual funds. The Example assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the Fund’s annual operating expenses remain as stated in the previous table for the time periods shown, except for the expense reimbursement (expense limitation), which is only reflected for the contractual periods. Although your actual costs may be higher or lower, the Example shows what your costs would be based on these assumptions.

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$72	$233	$408	$915

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 74% of the average value of the Fund.

Principal Investment Strategies

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

proceeds not being immediately available to the Fund. As a result, the Fund may be subject to greater liquidity risk than a Fund that does not invest in floating rate loans. Investments in floating rate loans are typically in the form of a participation or assignment. Loan participations typically represent direct participation in a loan to a borrower, and generally are offered by financial institutions or lending syndicates. Investors in a loan participation may participate in such syndications, or buy part of a loan, becoming a part lender. Investors in a loan participation assume the credit risk associated with the borrower and may assume the credit risk associated with the financial intermediary that syndicated the loan. Accordingly, if a lead lender becomes insolvent or a loan is foreclosed, the Fund could experience delays in receiving payments or suffer a loss. In an assignment, the Fund effectively becomes a lender under the loan agreement with the same rights and obligations as the assigning bank or other financial intermediary. Accordingly, if the loan is foreclosed, the Fund could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. Declines in interest rates may increase borrowers’ prepayments of debt obligations and require the Fund to reinvest these assets at lower yields which could reduce returns. In addition, the floating rate feature of loans means that floating rate loans will not generally experience capital appreciation in a declining interest rate environment. Investments in junior loans involve a higher degree of overall risk than senior loans of the same borrower because of their lower place in the borrower’s capital structure and possible unsecured status.

Although the overall size and number of participants in the market for floating rate loans (or bank loans) has grown over the past decade, floating rate loans continue to trade in an unregulated inter-dealer or inter-bank secondary market. Purchases and sales of floating rate loans are generally subject to contractual restrictions that must be satisfied before a floating rate loan can be bought or sold. These restrictions may impede the Fund’s ability to buy or sell floating rate loans, negatively impact the transaction price, and impede the Fund’s ability to timely vote or otherwise act with respect to floating rate loans. As a result, it may take longer than seven days for transactions in floating rate loans to settle, which may make it more difficult for the Fund to raise cash to pay investors when they redeem their shares in the Fund. The Fund may be adversely affected by having to sell other investments at an unfavorable time and/or under unfavorable conditions, hold cash, temporarily borrow from banks or other lenders or take other actions to meet short-term liquidity needs in order to satisfy redemption requests from Fund shareholders.

diminished liquidity. Governmental and regulatory actions, including tax law changes, may also impair portfolio management and have unexpected or adverse consequences on particular markets, strategies, or investments.

Performance

Calendar Year Total Returns (%)¹

¹Class I return for the period 1/1/16 through 6/30/16: 5.71%

Best and worst quarterly performance reflected within the bar chart: Q3 2012: 3.23%; Q2 2013: (3.00%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	Since Inception
Class I (incepted December 31, 2010) (before taxes)	(0.62%)	4.53%	4.53%
Class I (after taxes on distributions)	(2.00%)	2.92%	2.92%
Class I (after taxes on distributions and sale of Fund shares)	(0.34%)	2.84%	2.84%
Barclays U.S. Aggregate Bond Index (reflects no deductions for fees, expenses or taxes) (based on Class I inception date)	0.55%	3.25%	3.25%

The after-tax returns (a) are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes, and (b) are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In some instances, the return after taxes on distributions and sale of Fund shares may be greater than the return before taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Management Firm – Pacific Asset Management. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Management Firm	Experience with Fund
David Weismiller, CFA, Managing Director and Lead Portfolio Manager	Since Inception
Michael Marzouk, CFA, Managing Director and Portfolio Manager	Since 2016
Brian M. Robertson, CFA, Managing Director and Portfolio Manager	Since 2016

Pacific Funds^SM Floating Rate Income

Investment Goal

This Fund seeks a high level of current income.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.65%
Other Expenses	0.25%
Total Annual Fund Operating Expenses	0.90%
Less Expense Reimbursement¹	(0.03%)
Total Annual Fund Operating Expenses after Expense Reimbursement	0.87%

¹ The investment adviser has agreed to limit certain “Other Expenses” incurred by Class P shares of the Fund that exceed an annual rate of 0.20% through 7/31/2017. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Example

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$89	$284	$496	$1,105

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 99% of the average value of the Fund.

Principal Investment Strategies

The Fund may invest up to 25% of its assets in U.S. dollar denominated foreign investments, principally in developed markets.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Credit Risk: An issuer or guarantor of a debt instrument might be unable or unwilling to meet its financial obligations and might not make interest or principal payments on an instrument

when those payments are due (“default”). Defaults may potentially reduce the Fund’s income or ability to recover amounts due and may reduce the value of the debt instrument, sometimes dramatically.

Although the overall size and number of participants in the market for floating rate loans (or bank loans) has grown over the past decade, floating rate loans continue to trade in an unregulated inter-dealer or inter-bank secondary market. Purchases and sales of floating rate loans are generally subject to contractual restrictions that must be satisfied before a floating rate loan can be bought or sold. These restrictions may impede the Fund’s ability to buy or sell floating rate loans, negatively impact the transaction price, and impede the Fund’s ability to timely vote or otherwise act with respect to floating rate loans. As a result, it may take longer than seven days for transactions in floating rate loans to settle, which may make it more difficult for the Fund to raise cash to pay investors when they redeem their shares in the Fund. The Fund may be adversely affected by having to sell other investments at an unfavorable time and/or under unfavorable conditions, hold cash, temporarily borrow from banks or other lenders or take other actions to meet short-term liquidity needs in order to satisfy redemption requests from Fund shareholders.

· Liquidity Risk: Liquidity is the ability to sell securities or other investments within a reasonable amount of time at

approximately the price at which the Fund has valued the securities or other investments, which relies on the willingness of market participants to buy and sell securities. Certain holdings may be difficult to value, purchase and sell, particularly during adverse market conditions, because there is a limited market for the investment or there are restrictions on resale. The Fund may not be able to sell a holding quickly at the price it has valued the holding, may be unable to take advantage of market opportunities or may be forced to sell other more desirable, more liquid securities or sell less liquid or illiquid securities at a loss if needed to raise cash to conduct operations.

Performance

Calendar Year Total Returns (%)¹

¹Class P return for the period 1/1/16 through 6/30/16: 3.53%

Best and worst quarterly performance reflected within the bar chart: Q1 2013: 2.74%; Q4 2014: (1.38%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	Since Inception
Class P (incepted December 31, 2012) (before taxes)	0.80%	2.40%
Class P (after taxes on distributions)	(1.08%)	0.51%
Class P (after taxes on distributions and sale of Fund shares)	0.46%	0.99%
Credit Suisse Leveraged Loan Index (reflects no deductions for fees, expenses or taxes)	(0.38%)	2.57%

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Management Firm – Pacific Asset Management. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Management Firm	Experience with Fund
J.P. Leasure, Senior Managing Director and Portfolio Manager	Since Inception
Michael Marzouk, CFA, Managing Director and Portfolio Manager	Since Inception

Pacific Funds^SM High Income

Investment Goal

This Fund seeks a high level of current income.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.60%
Other Expenses	0.28%
Acquired Fund Fees and Expenses¹	0.04%
Total Annual Fund Operating Expenses	0.92%
Less Expense Reimbursement²	(0.08%)
Total Annual Fund Operating Expenses after Expense Reimbursement	0.84%

² The investment adviser has agreed to limit certain “Other Expenses” incurred by Class P shares of the Fund that exceed an annual rate of 0.20% through 7/31/2017. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Example

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$86	$285	$501	$1,124

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 54% of the average value of the Fund.

Principal Investment Strategies

Individual investment selection is generally based on the Manager’s fundamental research process. Sector allocations are determined based on the Manager’s assessment of risk/return opportunities relative to the Fund’s investment goal and benchmark weightings (Barclays U.S. High-Yield 2% Issuer Capped Bond Index). The Manager performs a credit analysis on each potential issuer and a relative value analysis on each potential investment.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

assignment. Loan participations typically represent direct participation in a loan to a borrower, and generally are offered by financial institutions or lending syndicates. Investors in a loan participation may participate in such syndications, or buy part of a loan, becoming a part lender. Investors in a loan participation assume the credit risk associated with the borrower and may assume the credit risk associated with the financial intermediary that syndicated the loan. Accordingly, if a lead lender becomes insolvent or a loan is foreclosed, the Fund could experience delays in receiving payments or suffer a loss. In an assignment, the Fund effectively becomes a lender under the loan agreement with the same rights and obligations as the assigning bank or other financial intermediary. Accordingly, if the loan is foreclosed, the Fund could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. Declines in interest rates may increase borrowers’ prepayments of debt obligations and require the Fund to reinvest these assets at lower yields which could reduce returns. In addition, the floating rate feature of loans means that floating rate loans will not generally experience capital appreciation in a declining interest rate environment. Investments in junior loans involve a higher degree of overall risk than senior loans of the same borrower because of their lower place in the borrower’s capital structure and possible unsecured status.

Although the overall size and number of participants in the market for floating rate loans (or bank loans) has grown over the past decade, floating rate loans continue to trade in an unregulated inter-dealer or inter-bank secondary market. Purchases and sales of floating rate loans are generally subject to contractual restrictions that must be satisfied before a floating rate loan can be bought or sold. These restrictions may impede the Fund’s ability to buy or sell floating rate loans, negatively impact the transaction price, and impede the Fund’s ability to timely vote or otherwise act with respect to floating rate loans. As a result, it may take longer than seven days for transactions in floating rate loans to settle, which may make it more difficult for the Fund to raise cash to pay investors when they redeem their shares in the Fund. The Fund may be adversely affected by having to sell other investments at an unfavorable time and/or under unfavorable conditions, hold cash, temporarily borrow from banks or other lenders or take other actions to meet short-term liquidity needs in order to satisfy redemption requests from Fund shareholders.

Performance

Calendar Year Total Returns (%)¹

¹Class I return for the period 1/1/16 through 6/30/16: 6.85%

Best and worst quarterly performance reflected within the bar chart: Q1 2012: 5.93%; Q3 2015: (5.35%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	Since Inception
Class I (incepted December 19, 2011) (before taxes)	(5.51%)	4.98%
Class I (after taxes on distributions)	(7.27%)	2.26%
Class I (after taxes on distributions and sale of Fund shares)	(3.04%)	2.80%
Barclays U.S. High-Yield 2% Issuer Capped Bond Index (reflects no deductions for fees, expenses or taxes) (based on Class I inception date)	(4.43%)	5.28%

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Management Firm – Pacific Asset Management. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Management Firm	Experience with Fund
Brian M. Robertson, CFA, Managing Director and Portfolio Manager	Since Inception
C. Robert Boyd, Managing Director and Portfolio Manager	Since 2014

PF Floating Rate Loan Fund

Investment Goal

This Fund seeks a high level of current income.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.75%
Other Expenses	0.27%
Total Annual Fund Operating Expenses	1.02%
Less Fee Waiver and Expense Reimbursement^1,2	(0.22%)
Total Annual Fund Operating Expenses after Fee Waiver and Expense Reimbursement	0.80%

¹ The investment adviser has agreed to waive 0.10% of its management fee through 7/31/2017. The agreement will terminate: (i) if the investment advisory agreement is terminated, (ii) upon approval of the Board of Trustees and prior notice to the investment adviser, or (iii) if the sub-advisory agreement with Eaton Vance Investment Managers is terminated.

² The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.15% through 7/31/2017, and 0.30% from 8/1/2017 through 7/31/2022. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other Funds of the Trust or other mutual funds. The Example assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the Fund’s annual operating expenses remain as stated in the previous table for the time periods shown, except for the fee waiver and expense reimbursement (expense limitation), which are only reflected for the contractual periods. Although your actual costs may be higher or lower, the Example shows what your costs would be based on these assumptions.

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$82	$303	$542	$1,228

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 47% of the average value of the Fund.

Principal Investment Strategies

The Fund is expected to invest substantially all of its assets in senior loans and other debt instruments that are rated non-investment grade (high yield/high risk, sometimes called “junk bonds”) or if unrated, are of comparable quality as determined by the sub-adviser. Such instruments include those that may be stressed, distressed or in default. The sub-adviser seeks to invest in a portfolio of loans that it believes will be less volatile over time than the general loan market. The sub-adviser seeks to maintain broad borrower and industry diversification among the Fund’s senior loans.

Subject to other limitations described above, the Fund may invest up to 25% of its assets in foreign senior loans and foreign securities.

The Fund may invest up to 20% (in the aggregate) of its assets (including assets maintained by the Fund as a reserve against any additional loan commitments) in (i) investment grade debt securities and/or investment grade short-term debt securities with remaining maturities of one year or less, including money market securities; (ii) warrants and equity securities in connection with the Fund’s investments in senior loans or other debt instruments; (iii) senior loans, of which the interest rates are fixed and do not float or vary periodically based upon a benchmark indicator, a specified adjustment schedule or prevailing interest rates and subordinated bridge loans; (iv) secured and unsecured subordinated loans; (v) second lien and third lien loans; (vi) senior secured bonds, senior unsecured bonds and unsecured or subordinated bonds, all of varying qualities and maturities, and all which may be fixed or floating rate; (vii) other floating rate debt instruments, such as notes and asset backed securities (including special purpose trusts investing in bank loans); and (viii) loans or other debt instruments that pay-in-kind or “PIK”, which are loans or other debt instruments that pay interest through the issuance of additional securities.

Principal Risks

bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

Although the overall size and number of participants in the market for floating rate loans (or bank loans) has grown over the past decade, floating rate loans continue to trade in an unregulated inter-dealer or inter-bank secondary market. Purchases and sales of floating rate loans are generally subject to contractual restrictions that must be satisfied before a floating rate loan can be bought or sold. These restrictions may impede the Fund’s ability to buy or sell floating rate loans, negatively impact the transaction price, and impede the Fund’s ability to timely vote or otherwise act with respect to floating rate loans. As a result, it may take longer than seven days for transactions in floating rate loans to settle, which may make it more difficult for the Fund to raise cash to pay investors when they redeem their shares in the Fund. The Fund may be adversely affected by having to sell other investments at an unfavorable time and/or under unfavorable conditions, hold cash, temporarily borrow from banks or other lenders or take other actions to meet short-term liquidity needs in order to satisfy redemption requests from Fund shareholders.

in the U.S., risks associated with rising interest rates are heightened. The negative impact on debt instruments from potential interest rate increases could be swift and significant, including falling market values, increased redemptions and reduced liquidity. Substantial redemptions from bond and other income funds may worsen that impact. Additionally, regulations applicable to and changing business practices of broker-dealers that make markets in debt instruments may result in those broker-dealers restricting their market making activities for certain debt instruments, which may reduce the liquidity and increase the volatility of such debt instruments. Floating or adjustable rate instruments (such as most loans) typically have less exposure to interest rate fluctuations and their exposure to interest rate fluctuations will generally be limited to the period of time until the interest rate on the security is reset. There is a risk of lag in the adjustment of interest rates between the periods when these interest rates are reset.

Performance

Performance reflects the fee waiver and expense limitation that were in effect during the periods presented. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Calendar Year Total Returns (%)¹

¹Class P return for the period 1/1/16 through 6/30/16: 4.79%

Best and worst quarterly performance reflected within the bar chart: Q2 2009: 11.24%; Q3 2011: (2.66%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	Since Inception
Class P (incepted June 30, 2008) (before taxes)	(2.22%)	2.54%	3.30%
Class P (after taxes on distributions)	(4.40%)	0.76%	1.52%
Class P (after taxes on distributions and sale of Fund shares)	(1.26%)	1.26%	1.85%
S&P/LSTA Leveraged Loan Index (reflects no deductions for fees, expenses or taxes)	(0.69%)	3.41%	4.74%

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – Eaton Vance Investment Managers. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Scott H. Page, CFA, Vice President	Since 2010
Andrew N. Sveen, CFA, Vice President	Since 2010
Craig P. Russ, Vice President	Since 2010

PF Inflation Managed Fund

Investment Goal

This Fund seeks to maximize total return consistent with prudent investment management.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.40%
Other Expenses	0.39%
Total Annual Fund Operating Expenses	0.79%
Less Fee Waiver and Expense Reimbursement^1,2	(0.15%)
Total Annual Fund Operating Expenses after Fee Waiver and Expense Reimbursement	0.64%

¹ The investment adviser has agreed to waive 0.02% of its management fee through 7/31/2017. The agreement will terminate: (i) if the investment advisory agreement is terminated, (ii) upon approval of the Board of Trustees and prior notice to the investment adviser, or (iii) if the sub-advisory agreement with Western Asset Management Company is terminated.

² The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.15% through 7/31/2017, and 0.30% from 8/1/2017 through 7/31/2022. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other Funds of the Trust or other mutual funds. The Example assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the Fund’s annual operating expenses remain as stated in the previous table for the time periods shown, except for the fee waiver and expense reimbursement (expense limitation), which are only reflected for the contractual periods. Although your actual costs may be higher or lower, the Example shows what your costs would be based on these assumptions.

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$65	$237	$424	$964

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 89% of the average value of the Fund.

Principal Investment Strategies

This Fund invests its assets in debt securities. Normally, the Fund focuses on investment in or exposure to inflation-indexed debt securities, such as U.S. Treasury Inflation Protected Securities (“TIPS”). It is expected that the amount invested in or exposed to inflation-indexed debt securities (either through cash market purchases, forward commitments or derivative instruments) normally will be equivalent to at least 80% of the Fund’s net assets. Inflation-indexed debt securities are debt securities whose principal value or coupon payments are periodically adjusted according to an inflation index. If the index measuring inflation falls, the principal value of inflation-indexed debt securities and/or interest payable on such securities tends to fall. Duration management is a fundamental part of the investment strategy for this Fund. Duration is often used to measure a bond’s sensitivity to interest rates. The longer a fund’s duration, the more sensitive it is to interest rate risk. The shorter a fund’s duration, the less sensitive it is to interest rate risk.

This Fund is sub-advised by both Pacific Investment Management Company LLC (“PIMCO”) and Western Asset Management Company (“Western Asset”). PLFA is the Fund’s investment adviser and, subject to the approval of the Trust’s board of trustees, selects the Fund’s sub-advisers and monitors their performance on an ongoing basis. PLFA allocates the Fund’s assets between PIMCO and Western Asset and may change the allocation or rebalance at any time. The sub-advisers employ different approaches to managing fixed income strategies, as described below.

PIMCO managed portion: This portion of the Fund may also invest in debt securities issued by the U.S. government and its agencies and non-U.S. governments or their agencies; debt securities issued by U.S. and foreign companies (including companies based in emerging markets); mortgage-related securities; asset-backed securities; convertible securities; commercial paper and other money market instruments; and derivative instruments and forward commitments relating to the previously mentioned securities.

This portion of the Fund may invest up to 30% of its assets in securities of foreign issuers that are denominated in foreign currencies, including up to 10% of its assets in securities of issuers based in countries with emerging market economies (whether U.S. or non-U.S. dollar-denominated). This portion of the Fund will normally limit its foreign currency exposure (from these non-U.S. dollar-denominated securities and currencies) to 20% of its assets; to maintain this 20% limit, PIMCO will hedge back any non-U.S. dollar-denominated investments exceeding this 20% limit into U.S. dollars by using foreign currency derivatives such as foreign currency futures, options and forwards. This portion of the Fund may invest beyond the above limits in U.S. dollar-denominated securities of non-emerging market foreign issuers.

The factors that will most influence this portion of the Fund’s performance are actual and expected inflation rates, as well as changes in real and nominal interest rates. (A real interest rate is the nominal interest rate less expected inflation.) A decline in real and nominal interest rates may benefit Fund performance, as could an increase in the actual rate of inflation. Conversely, rising real and nominal interest rates, and a decline in actual inflation or expected inflation, may have a negative impact on Fund performance. Total return is made up of coupon income plus any gains or losses in the value of the Fund’s securities.

When selecting securities, PIMCO:

· Decides what duration to maintain. Generally, PIMCO expects this portion of the Fund’s weighted average duration to be within 3 years (plus or minus) of the Fund’s benchmark index duration, which was 8.30 years as of March 31, 2016.

· Decides how to allocate among short, intermediate and long duration issues and how much should be invested in various types of instruments.

· Chooses companies to invest in by carrying out a credit analysis of potential investments.

PIMCO frequently uses futures contracts, forwards, swaps and options contracts (i.e., derivatives). Futures contracts are purchased and sold to adjust interest rate exposure (duration) and/or as a substitute for the physical security. Foreign currency futures contracts, forwards or options are purchased or sold to gain or increase exposure to various currency markets, to shift exposure to foreign currency fluctuations from one country to another and/or to hedge against foreign currency fluctuations. Interest rate swaps are used to adjust interest rate exposures and/or as a substitute for the physical security. Credit default swaps are used to manage default risk of an issuer and/or to gain exposure to a portion of the debt market or an individual issuer. Options are primarily purchased to manage interest rate and volatility exposures or are sold to generate income.

In addition to the strategies described above, this portion of the Fund typically uses derivatives and/or forward commitments as part of a strategy designed to reduce exposure to other risks.

PIMCO may sell a holding when it fails to perform as expected or when other opportunities appear more attractive.

Western Asset managed portion: This portion of the Fund may also invest in debt securities of U.S. and foreign issuers as well as in repurchase agreements. Specifically, this portion of the Fund may invest up to 20% of its assets in foreign debt (10% of which may be emerging markets debt), 10% of which may be unhedged. Western Asset will hedge back any non-U.S. dollar denominated investment exceeding this 10% limit into U.S. dollars by using foreign currency futures contracts, forwards or options.

When selecting investments, Western Asset:

· Uses fundamental investment techniques to select investments.

· Decides what duration to maintain. The weighted average duration for this portion of the Fund is generally expected to be within approximately 20% (plus or minus) of the Fund’s benchmark index duration, which was 8.30 years as of March 31, 2016.

· Decides how to allocate among short, intermediate and long duration issues and how much should be invested in various types of instruments.

Western Asset frequently uses certain types of futures contracts, forwards, swaps and options (i.e., derivatives). Foreign currency futures contracts, forwards or options are purchased or sold to gain or increase exposure to various currency markets, to shift exposure to foreign currency fluctuations from one country to another and/or to hedge against currency fluctuations. Interest rate swaps, including interest rate index swaps, are used to adjust interest rate exposures and/or as a substitute for the physical security. Total return swaps are used to receive the return of a reference asset, such as an index.

This portion of the Fund is also expected to be invested in forward commitments (i.e., securities that are purchased or sold with payment and delivery taking place in the future) on inflation-indexed bonds to gain exposure to the inflation-linked market.

In addition to the strategies described above, this portion of the Fund typically uses derivatives and/or forward commitments as part of a strategy designed to reduce exposure to other risks.

Western Asset may sell a holding when it fails to perform as expected or when other opportunities appear more attractive.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

currency relative to the U.S. dollar reduces the value in U.S. dollars of the Fund’s investments in that foreign currency and investments denominated in that foreign currency.

· Derivatives Risk: Derivatives may be riskier than other types of investments and may increase the Fund’s volatility. Derivatives may experience large, sudden or unpredictable changes in liquidity and may be difficult to sell or unwind. Derivatives can also create investment exposure that exceeds the initial amount invested (leverage risk) - consequently, derivatives may experience very large swings in value. The Fund may lose more money using derivatives than it would have lost if it had invested directly in the underlying security or asset on which the value of a derivative is based. Derivative contracts that are privately negotiated are also subject to counterparty risk, meaning that if the counterparty’s financial condition declines, the counterparty may be unable to satisfy its obligations under the contract in a timely manner, if at all, resulting in a potential decline in value of the contract and potential losses to the Fund. Derivatives may not perform as expected, so the Fund may not realize the intended benefits. When used for hedging, the change in value of a derivative may not correlate as expected with the currency, security or other risk being hedged. Derivatives may be difficult to value and may expose the Fund to risks of mispricing. In addition, derivatives are subject to extensive government regulation, which may change frequently and impact the Fund significantly.

· Forwards and Futures Contracts Risk: Forwards and futures contracts are derivative contracts that obligate a purchaser to purchase, and a seller to sell, a specific amount of an asset (e.g., a currency or security) at a specified future date and price. Because forward contracts are privately negotiated, unlike exchange-traded futures contracts, they are subject to greater risk of default or bankruptcy by a counterparty, which could result in adverse market impact, expenses or delays in connection with the purchase or sale of the asset underlying the forward contract. The Fund may also miss the opportunity of obtaining a price or yield considered to be advantageous. In addition to derivatives risk, the Fund’s ability to close out of a forward or futures contract position is dependent on the liquidity of the secondary forward or futures market. There is also a risk of imperfect correlation between the change in market value of the instruments held by the Fund and the price of the forward or futures contract, as well as losses caused by unanticipated market movements, which are potentially unlimited. Because these contracts allow the Fund to establish a fixed price (for an asset) or a fixed rate of exchange (for a currency) at a future point in time, they do not eliminate fluctuations in the value of the asset or currency and can have the effect of minimizing opportunities for gain or incurring a loss for the Fund.

· Inflation-Indexed Debt Securities Risk: The principal values of inflation-indexed debt securities tend to increase when inflation rises and decrease when inflation falls.

· Leverage Risk: Leverage is investment exposure that exceeds the initial amount invested. The loss on a leveraged investment may far exceed the Fund’s principal amount invested. Leverage can magnify the Fund’s gains and losses and therefore increase its volatility. The use of leverage may result in the Fund having to liquidate holdings when it may not be advantageous to do so.

of market participants to buy and sell securities. Certain holdings may be difficult to value, purchase and sell, particularly during adverse market conditions, because there is a limited market for the investment or there are restrictions on resale. The Fund may not be able to sell a holding quickly at the price it has valued the holding, may be unable to take advantage of market opportunities or may be forced to sell other more desirable, more liquid securities or sell less liquid or illiquid securities at a loss if needed to raise cash to conduct operations.

· Options Risk: An option is a derivative contract where, for a premium payment or fee, the purchaser of the option is given the right but not the obligation to buy (a “call option”) or sell (a “put option”) the underlying asset (or settle for cash an amount based on an underlying asset, rate or index) at a specified price (the “exercise price”) during a period of time or on a specified date. Investments in options are considered speculative. In addition to derivatives risk, the Fund is subject to the risk of losing the premium it paid to purchase the option if the price of the underlying security or other asset decreases or remains the same (for a call option) or increases or remains the same (for a put option). If a call or put option that the Fund purchases were allowed to expire without being sold or exercised, its premium would be a loss to the Fund. The Fund’s ability to exercise or sell the options is dependent on the liquidity of the option market.

Performance

Calendar Year Total Returns (%)¹

¹Class P return for the period 1/1/16 through 6/30/16: 5.12%

Best and worst quarterly performance reflected within the bar chart: Q1 2008: 6.43%; Q2 2013: (8.21%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	10 years
Class P (incepted December 31, 2002) (before taxes)	(3.34%)	1.84%	3.68%
Class P (after taxes on distributions)	(3.34%)	0.02%	1.82%
Class P (after taxes on distributions and sale of Fund shares)	(1.89%)	1.03%	2.31%
Barclays U.S. TIPS Index (reflects no deductions for fees, expenses or taxes)	(1.44%)	2.55%	3.93%

who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In some instances, the return after taxes on distributions and sale of Fund shares may be greater than the return before taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Advisers – Pacific Investment Management Company LLC and Western Asset Management Company. The primary persons responsible for day-to-day management of the Fund are:

Pacific Investment Management Company LLC


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Mihir P. Worah, Chief Investment Officer of Real Return and Asset Allocation, Managing Director and Portfolio Manager	Since 2008
Jeremie Banet, Executive Vice President and Portfolio Manager	Since 2015

Western Asset Management Company


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
S. Kenneth Leech, Chief Investment Officer	Since 2014

Frederick R. Marki, CFA, Portfolio Manager	Since 2016

PF Managed Bond Fund

Investment Goal

This Fund seeks to maximize total return consistent with prudent investment management.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.40%
Other Expenses	0.24%
Total Annual Fund Operating Expenses	0.64%
Less Expense Reimbursement¹	(0.09%)
Total Annual Fund Operating Expenses after Expense Reimbursement	0.55%

¹ The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.15% through 7/31/2017, and 0.30% from 8/1/2017 through 7/31/2022. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Example

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$56	$196	$348	$790

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 370% of the average value of the Fund.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in debt instruments, including instruments with characteristics of debt instruments (such as derivatives).

This portion of the Fund may invest up to 30% of its assets in securities of foreign issuers that are denominated in foreign currencies, including up to 15% of its assets in securities of issuers based in countries with emerging market economies (whether U.S. or non-U.S. dollar-denominated). This portion of the Fund will normally limit its foreign currency exposure (from these non-U.S. dollar-denominated securities and currencies) to 20% of its assets; to maintain this 20% limit, PIMCO will hedge back any non-U.S. dollar-denominated investments exceeding this 20% limit into U.S. dollars by using foreign currency derivatives such as foreign currency futures, options and forwards. This portion of the Fund may invest beyond the above limits in U.S. dollar-denominated securities of non-emerging market foreign issuers.

Duration management is a fundamental part of PIMCO’s management strategy for its portion of the Fund. Duration is often used to measure a bond’s sensitivity to interest rates. The longer a fund’s duration, the more sensitive it is to interest rate risk. The shorter a fund’s duration, the less sensitive it is to interest rate risk.

When selecting securities for its portion of the Fund, PIMCO:

· Decides what duration to maintain. The weighted average duration for this portion of the Fund is generally expected to be within approximately 2 years (plus or minus) of the Fund’s benchmark index duration, which was 5.50 years as of March 31, 2016.

· Decides how to allocate among short, intermediate and long duration issues and how much should be invested in various types of instruments.

· Chooses companies to invest in by carrying out a credit analysis of potential investments.

PIMCO may also invest in derivatives based on debt securities and frequently uses futures contracts, forwards, swaps and option contracts (i.e., derivatives). PIMCO may invest in forward commitments (i.e., securities that are purchased or sold with payment and delivery taking place in the future), such as when issued securities, and mortgage TBA (“to be announced”) transactions, which are purchased to gain exposure to the mortgage market.

PIMCO may sell a holding when it fails to perform as expected or when other opportunities appear more attractive.

Western Asset managed portion: The debt instruments, including debt securities, in which this portion of the Fund invests include U.S. government and agency securities; corporate bonds and notes; convertible securities; and mortgage-backed securities. This portion of the Fund may invest up to 25% of its assets in securities that are rated non-investment grade (high yield/high risk, sometimes called “junk bonds”) or if unrated, are of comparable quality as determined by Western Asset. This portion of the Fund may also invest up to 25% of its assets in foreign securities, including emerging markets securities. However, this portion of the Fund will not invest more than 20% of its assets in non-U.S. dollar denominated securities, including emerging markets. This portion of the Fund is limited to 20% of its assets in unhedged foreign currency exposure.

Western Asset uses futures contracts, forwards, swaps and options (i.e., derivatives). Western Asset may invest in forward commitments (i.e., securities that are purchased or sold with payment and delivery taking place in the future), such as mortgage TBA transactions, which are purchased to gain exposure to the mortgage market.

When selecting securities, Western Asset employs a team-oriented investment process which considers sector allocation, issue selection, duration exposure, term structure weighting and country/currency allocations. Issue selection is primarily a bottom-up process to determine mispriced or undervalued securities. Research provides ongoing assessment of changing credit characteristics and securities with characteristics such as floating interest rates, hidden underlying assets or credit backing, and securities issued in mergers. Western Asset may sell a holding when it fails to perform as expected or when other opportunities appear more attractive.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

experience very large swings in value. The Fund may lose more money using derivatives than it would have lost if it had invested directly in the underlying security or asset on which the value of a derivative is based. Derivative contracts that are privately negotiated are also subject to counterparty risk, meaning that if the counterparty’s financial condition declines, the counterparty may be unable to satisfy its obligations under the contract in a timely manner, if at all, resulting in a potential decline in value of the contract and potential losses to the Fund. Derivatives may not perform as expected, so the Fund may not realize the intended benefits. When used for hedging, the change in value of a derivative may not correlate as expected with the currency, security or other risk being hedged. Derivatives may be difficult to value and may expose the Fund to risks of mispricing. In addition, derivatives are subject to extensive government regulation, which may change frequently and impact the Fund significantly.

· Forwards and Futures Contracts Risk: Forwards and futures contracts are derivative contracts that obligate a purchaser to purchase, and a seller to sell, a specific amount of an asset (e.g., a currency or security) at a specified future date and price. Because forward contracts are privately negotiated, unlike exchange-traded futures contracts, they are subject to greater risk of default or bankruptcy by a counterparty, which could result in adverse market impact, expenses or delays in connection with the purchase or sale of the asset underlying the forward contract. The Fund may also miss the opportunity of obtaining a price or yield considered to be advantageous. In addition to derivatives risk, the Fund’s ability to close out of a forward or futures contract position is dependent on the liquidity of the secondary forward or futures market. There is also a risk of imperfect correlation between the change in market value of the instruments held by the Fund and the price of the forward or futures contract, as well as losses caused by unanticipated market movements, which are potentially unlimited. Because these contracts allow the Fund to establish a fixed price (for an asset) or a fixed rate of exchange (for a currency) at a future point in time, they do not eliminate fluctuations in the value of the asset or currency and can have the effect of minimizing opportunities for gain or incurring a loss for the Fund.

· Inflation-Indexed Debt Securities Risk: The principal values of inflation-indexed debt securities tend to increase when inflation rises and decrease when inflation falls.

price it has valued the holding, may be unable to take advantage of market opportunities or may be forced to sell other more desirable, more liquid securities or sell less liquid or illiquid securities at a loss if needed to raise cash to conduct operations.

· Options Risk: An option is a derivative contract where, for a premium payment or fee, the purchaser of the option is given the right but not the obligation to buy (a “call option”) or sell (a “put option”) the underlying asset (or settle for cash an amount based on an underlying asset, rate or index) at a specified price (the “exercise price”) during a period of time or on a specified date. Investments in options are considered speculative. In addition to derivatives risk, the Fund is subject to the risk of losing the premium it paid to purchase the option if the price of the underlying security or other asset decreases or remains the same (for a call option) or increases or remains the same (for a put option). If a call or put option that the Fund purchases were allowed to expire without being sold or exercised, its premium would be a loss to the Fund. The Fund’s ability to exercise or sell the options is dependent on the liquidity of the option market.

Performance

Calendar Year Total Returns (%)¹

¹Class P return for the period 1/1/16 through 6/30/16: 5.73%

Best and worst quarterly performance reflected within the bar chart: Q2 2009: 7.56%; Q3 2008: (3.58%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	10 years
Class P (incepted September 28, 2001) (before taxes)	0.81%	3.05%	5.29%
Class P (after taxes on distributions)	(1.48%)	1.63%	3.49%
Class P (after taxes on distributions and sale of Fund shares)	0.67%	1.80%	3.46%
Barclays U.S. Aggregate Bond Index (reflects no deductions for fees, expenses or taxes)	0.55%	3.25%	4.51%

distributions and sale of Fund shares may be greater than the return before taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Advisers – Pacific Investment Management Company LLC and Western Asset Management Company. The primary persons responsible for day-to-day management of the Fund are:

Pacific Investment Management Company LLC


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Scott A. Mather, Chief Investment Officer of U.S. Core Strategies, Managing Director and Portfolio Manager	Since 2014
Mark R. Kiesel, Chief Investment Officer of Global Credit, Managing Director and Portfolio Manager	Since 2014
Mihir P. Worah, Chief Investment Officer of Real Return and Asset Allocation, Managing Director and Portfolio Manager	Since 2014

Western Asset Management Company


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
S. Kenneth Leech, Chief Investment Officer	Since 2014
Michael C. Buchanan, CFA, Deputy Chief Investment Officer	Since 2014
Carl L. Eichstaedt, CFA, Portfolio Manager	Since 2014
Chia-Liang Lian, CFA, Portfolio Manager	Since 2015
Mark S. Lindbloom, Portfolio Manager	Since 2014

PF Short Duration Bond Fund

Investment Goal

This Fund seeks current income; capital appreciation is of secondary importance.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.40%
Other Expenses	0.25%
Total Annual Fund Operating Expenses	0.65%
Less Expense Reimbursement¹	(0.10%)
Total Annual Fund Operating Expenses after Expense Reimbursement	0.55%

Example

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$56	$198	$352	$801

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 98% of the average value of the Fund.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in debt securities (including derivatives on such securities). Normally the Fund will focus on high quality, investment grade securities. Generally, the sub-adviser expects to track duration of the Barclays 1-3 Year U.S. Government/Credit Bond Index (plus or minus a half-year), which was 1.80 years as of March 31, 2016, although the securities held may have short, intermediate, and long terms to maturity (the period of time until final payment is due). In addition to making active sector allocation and security selection decisions, the sub-adviser also monitors Fund duration as part of its management of this Fund. The Fund’s weighted average duration will not likely exceed 3 years. Duration is often used to measure a bond’s sensitivity to interest rates. The longer a fund’s duration, the more sensitive it is to interest rate risk. The shorter a fund’s duration, the less sensitive it is to interest rate risk.

Within this broad structure, investment decisions reflect the sub-adviser’s outlook for interest rates and the economy as well as the prices and yields of the various securities.

The sub-adviser uses futures contracts, forwards and swaps (i.e., derivatives). Futures contracts are purchased and sold to adjust interest rate exposure (duration) and/or as a substitute for the physical security. Foreign currency futures contracts or forwards are sold to hedge against currency fluctuations. Interest rate swaps are used to adjust interest rate exposures and/or as a substitute for the physical security.

The sub-adviser may invest in forward commitments (i.e., securities that are purchased or sold with payment and delivery taking place in the future), such as when issued securities and mortgage TBA (“to be announced”) transactions, which are purchased to gain exposure to the mortgage market.

The sub-adviser may sell holdings for a variety of reasons, such as to adjust the Fund’s average maturity, duration, or credit quality or to shift assets into and out of higher yielding or lower yielding securities or different sectors.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

potentially reduce the Fund’s income or ability to recover amounts due and may reduce the value of the debt instrument, sometimes dramatically.

· Forwards and Futures Contracts Risk: Forwards and futures contracts are derivative contracts that obligate a purchaser to purchase, and a seller to sell, a specific amount of an asset (e.g., a currency or security) at a specified future date and price. Because forward contracts are privately negotiated, unlike exchange-traded futures contracts, they are subject to greater risk of default or bankruptcy by a counterparty, which could result in adverse market impact, expenses or delays in connection with the purchase or sale of the asset underlying the forward contract. The Fund may also miss the opportunity of obtaining a price or yield considered to be advantageous. In addition to derivatives risk, the Fund’s ability to close out of a forward or futures contract position is dependent on the liquidity of the secondary forward or futures market. There is also a risk of imperfect correlation between the change in market value of the instruments held by the Fund and the price of the forward or futures contract, as well as losses caused by unanticipated market movements, which are potentially unlimited. Because these contracts allow the Fund to establish a fixed price (for an asset) or a fixed rate of exchange (for a currency) at a future point in time, they do not eliminate fluctuations in the value of the asset or currency and can have the effect of minimizing opportunities for gain or incurring a loss for the Fund.

management and have unexpected or adverse consequences on particular markets, strategies, or investments.

Performance

Calendar Year Total Returns (%)¹

¹Class P return for the period 1/1/16 through 6/30/16: 1.84%

Best and worst quarterly performance reflected within the bar chart: Q1 2008: 2.69%; Q2 2013: (0.69%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	10 years
Class P (incepted December 31, 2003) (before taxes)	0.13%	0.94%	2.37%
Class P (after taxes on distributions)	(0.76%)	0.36%	1.54%
Class P (after taxes on distributions and sale of Fund shares)	0.07%	0.48%	1.55%
Barclays 1-3 Year U.S. Government/Credit Bond Index (reflects no deductions for fees, expenses or taxes)	0.65%	0.98%	2.74%

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – T. Rowe Price Associates, Inc. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Edward A. Wiese, CFA, Vice President	Since 2011
Michael F. Reinartz, CFA, Vice President	Since 2015

PF Emerging Markets Debt Fund

Investment Goal

This Fund seeks to maximize total return consistent with prudent investment management.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.79%
Other Expenses	0.28%
Total Annual Fund Operating Expenses	1.07%
Less Expense Reimbursement¹	(0.13%)
Total Annual Fund Operating Expenses after Expense Reimbursement	0.94%

Example

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$96	$327	$578	$1,294

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 80% of the average value of the Fund.

Principal Investment Strategies

The sub-adviser considers emerging market countries to include any country included by the International Monetary Fund in its list of Emerging and Developing Economies, any country which is considered a low-income, lower-middle-income or upper-middle-income economy by the World Bank, and all countries represented in any widely-recognized index of emerging market securities.

The Fund may invest up to 25% of its net assets in issuers that are economically tied to any one emerging market country. The Fund may invest a relatively high percentage of its assets in securities of issuers in a small number of countries or a particular geographic region. However, under normal market conditions, the Fund generally expects to invest in a number of different non-U.S. countries.

The Fund may also invest up to 35% of its net assets in instruments of corporate issuers. Also, if the Fund invests over 25% of its net assets in instruments denominated in a single currency other than the U.S. dollar or the euro, it will hedge into U.S. dollars or the euro the portion of the Fund’s exposure to the single currency that exceeds 25% of the Fund’s net assets.

· Decides what duration to maintain. The Fund will normally maintain a weighted average duration of between 2 and 10 years.

· Decides how to allocate among short, intermediate and long duration issues and can use various types of instruments to manage the Fund’s duration.

The Fund may invest in debt instruments of any credit quality, and is expected to invest more than 10% of its assets in debt instruments that are non-investment grade (high yield/high risk, sometimes called “junk bonds”).

The sub-adviser may use forwards (such as deliverable and non-deliverable currency forwards), swaps (including but not limited to total return, credit default, interest rate and currency swaps) and futures contracts. Forwards, futures contracts and swaps may be purchased or sold to gain or increase exposure to various markets, to shift exposure to foreign currency fluctuations from one country to another, for efficient portfolio management purposes and/or to hedge against market fluctuations. These derivatives may also be used to attempt to reduce certain risks, hedge existing positions, adjust certain characteristics of the Fund and gain exposure to particular assets as a substitute for direct investment in the assets.

The Fund may invest up to 25% of its assets in repurchase and reverse repurchase agreement transactions.

leading economic regions, and market sentiment and liquidity, to extensive review of individual countries and issuers and comparisons between countries. The sub-adviser will also evaluate individual investments based upon factors such as liquidity, market positioning, yield curve and duration.

The sub-adviser may sell a holding at its sole discretion including for example when it fails to perform as expected or when other opportunities appear more attractive.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Forwards and Futures Contracts Risk: Forwards and futures contracts are derivative contracts that obligate a purchaser to purchase, and a seller to sell, a specific amount of an asset (e.g., a currency or security) at a specified future date and price. Because forward contracts are privately negotiated, unlike exchange-traded futures contracts, they are subject to greater risk of default or bankruptcy by a counterparty, which could result in adverse market impact, expenses or delays in connection with the purchase or sale of the asset underlying the forward contract. The Fund may also miss the opportunity of obtaining a price or yield considered to be advantageous. In addition to derivatives risk, the Fund’s ability to close out of a forward or futures contract position is dependent on the liquidity of the secondary forward or futures market. There is also a risk of imperfect correlation between the change in market value of the instruments held by the Fund and the price of the forward or futures contract, as well as losses caused by unanticipated market movements, which are potentially unlimited. Because these contracts allow the Fund to establish a fixed price (for an asset) or a fixed rate of exchange (for a currency) at a future point in time, they do not eliminate fluctuations in the value of the asset or currency and can have the effect of minimizing opportunities for gain or incurring a loss for the Fund.

· Geographic Focus Risk: If the Fund invests a significant portion of its assets in a single country, limited number of countries, or particular geographic region, then the risk increases that economic, political, social, or other conditions in those countries or that region will have a significant impact on the Fund’s performance. As a result, the Fund’s performance may be more volatile than the performance of more geographically diversified funds.

Performance

The bar chart and Average Annual Total Returns table below provide some indication of the risk of investing in the Fund by showing changes in the performance of the Fund from year to year and showing how the Fund’s returns compare to a broad-based market index. To further assist in performance comparison, the returns of an Emerging Markets Debt Composite Benchmark are presented, which is comprised of 50% J.P. Morgan Emerging Markets Bond Index (“EMBI”) Global Diversified, 25% J.P. Morgan ELMI+ Index and 25% J.P. Morgan GBI-EM Global Diversified Index.

Calendar Year Total Returns (%)¹

¹Class P return for the period 1/1/16 through 6/30/16: 14.51%

Best and worst quarterly performance reflected within the bar chart: Q2 2014: 4.64%; Q3 2015: (6.51%)


Average Annual Total Returns² (For the periods ended December 31, 2015)	1 year	Since Inception
Class P (incepted June 29, 2012) (before taxes)	(4.40%)	(1.57%)
Class P (after taxes on distributions)	(4.45%)	(2.82%)
Class P (after taxes on distributions and sale of Fund shares)	(2.49%)	(1.67%)
J.P. Morgan EMBI Global Diversified Index (reflects no deductions for fees, expenses or taxes)	1.18%	3.53%
Emerging Markets Debt Composite Benchmark (reflects no deductions for fees, expenses or taxes)	(5.21%)	(0.76%)

² The sub-adviser has provided the composition of the composite benchmark and may from time to time change such composition based upon changes to underlying holdings of the Fund.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – Ashmore Investment Management Limited. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Mark Coombs, Chief Executive Officer and Chairman of the Investment Committee	Since Inception
Ricardo Xavier, Senior Portfolio Manager and Member of the Investment Committee	Since Inception
Herbert Saller, Senior Portfolio Manager and Member of the Investment Committee	Since Inception
Robin Forrest, Senior Portfolio Manager and Member of the Investment Committee	Since 2012

PF Comstock Fund

Investment Goal

This Fund seeks long-term growth of capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.75%
Other Expenses	0.21%
Total Annual Fund Operating Expenses	0.96%
Less Fee Waiver and Expense Reimbursement^1,2	(0.07%)
Total Annual Fund Operating Expenses after Fee Waiver and Expense Reimbursement	0.89%

¹ The investment adviser has agreed to waive 0.015% (rounded in the fee table) of its management fee through 7/31/2017. The agreement will terminate: (i) if the investment advisory agreement is terminated, (ii) upon approval of the Board of Trustees and prior notice to the investment adviser, or (iii) if the sub-advisory agreement with Invesco Advisers, Inc. is terminated.

² The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.15% through 7/31/2017, and 0.30% from 8/1/2017 through 7/31/2022. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other Funds of the Trust or other mutual funds. The Example assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the Fund’s annual operating expenses remain as stated in the previous table for the time periods shown, except for the fee waiver and expense reimbursement (expense limitation), which are only reflected for the contractual periods. Although your actual costs may be higher or lower, the Example shows what your costs would be based on these assumptions.

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$91	$299	$524	$1,172

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 16% of the average value of the Fund.

Principal Investment Strategies

The sub-adviser invests primarily in common stocks. The sub-adviser focuses primarily on the security’s potential for capital growth and income, emphasizing a value style of investing, seeking well-established, undervalued companies, which may be medium or large-sized companies.

The Fund may invest up to 25% of its assets in securities of foreign issuers, including American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), Global Depositary Receipts (“GDRs”) and those in emerging market countries.

The sub-adviser may use foreign currency forwards, which are sold to hedge against currency fluctuations.

The sub-adviser will consider selling a security if it meets one or more of the following criteria: (1) the target price of the investment has been realized and the sub-adviser no longer considers the company undervalued, (2) a better value opportunity is identified by the sub-adviser, or (3) the sub-adviser believes that there will be no long-term improvement in a company’s valuation.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

the contract in a timely manner, if at all, resulting in a potential decline in value of the contract and potential losses to the Fund. Derivatives may not perform as expected, so the Fund may not realize the intended benefits. When used for hedging, the change in value of a derivative may not correlate as expected with the currency, security or other risk being hedged. Derivatives may be difficult to value and may expose the Fund to risks of mispricing. In addition, derivatives are subject to extensive government regulation, which may change frequently and impact the Fund significantly.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

· Foreign Markets Risk: Exposure to foreign markets, including through depositary receipts, can involve additional risks relating to market, economic, political, regulatory, geopolitical, or other conditions. These factors can make foreign investments more volatile and less liquid than U.S. investments. In addition, foreign markets can react differently to these conditions than the U.S. market. Markets and economies throughout the world are becoming increasingly interconnected, and conditions or events in one market, country or region may adversely impact investments or issuers in another market, country or region. In addition, the underlying issuers of certain depositary receipts, particularly unsponsored or unregistered depositary receipts, may not have any obligation to distribute shareholder communications to the holders of such receipts, or to pass through to them any voting rights with respect to the deposited securities.

· Forward Commitments Risk: Forward commitments are derivative contracts that obligate a purchaser to purchase, and a seller to sell, a specific amount of an asset (e.g., a currency or security) at a specified future date and price. Because these instruments are privately negotiated, they are subject to the risk of default by, or bankruptcy of, a counterparty, which could result in adverse market impact, expenses or delays in connection with the purchase or sale of the asset underlying the forward contract. The Fund may also miss the opportunity of obtaining a price or yield considered to be advantageous. In addition to derivatives risk, the Fund’s ability to close out of a forward position is dependent on the liquidity of the secondary forward market. There is also a risk of imperfect correlation between the change in market value of the underlying asset and the price of the forward contract, as well as losses caused by unanticipated market movements, which are potentially unlimited.

Performance

Calendar Year Total Returns (%)¹

¹Class P return for the period 1/1/16 through 6/30/16: 0.14%

Best and worst quarterly performance reflected within the bar chart: Q3 2009: 19.00%; Q4 2008: (24.39%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	10 years
Class P (incepted September 28, 2001) (before taxes)	(6.14%)	9.95%	5.01%
Class P (after taxes on distributions)	(9.19%)	8.59%	4.19%
Class P (after taxes on distributions and sale of Fund shares)	(0.83%)	7.96%	4.04%
Russell 1000 Value Index (reflects no deductions for fees, expenses or taxes)	(3.83%)	11.27%	6.16%

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – Invesco Advisers, Inc. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Kevin Holt, CFA, Lead Portfolio Manager	Since 2003
Devin Armstrong, CFA, Portfolio Manager	Since 2007
James Warwick, Portfolio Manager	Since 2007
Charles DyReyes, CFA, Portfolio Manager	Since 2015

PF Growth Fund

Investment Goal

This Fund seeks long-term growth of capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.55%
Other Expenses	0.21%
Total Annual Fund Operating Expenses	0.76%
Less Expense Reimbursement¹	(0.06%)
Total Annual Fund Operating Expenses after Expense Reimbursement	0.70%

Example

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$72	$237	$416	$937

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 35% of the average value of the Fund.

Principal Investment Strategies

This Fund normally invests primarily in common stocks. The sub-adviser focuses on investing the Fund’s assets in the stocks of companies it believes to have above average earnings growth potential compared to other companies (also called growth companies). The sub-adviser primarily invests in companies with large capitalizations and may also invest in mid-capitalization companies. The Fund may invest up to 25% of its assets in foreign securities.

The sub-adviser uses a bottom-up investment approach to buying and selling investments for the Fund. Investments are selected primarily based on fundamental analysis of individual issuers and their potential in light of their financial condition, and market, economic, political, and regulatory conditions. Factors considered may include analysis of an issuer’s earnings, cash flows, competitive position, and management ability. Quantitative models that systematically evaluate an issuer’s valuation, price and earnings momentum, earnings quality, and other factors may also be considered.

The sub-adviser may sell a holding for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into opportunities believed to be more promising, among others.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

· Growth Companies Risk: Growth companies have the potential for above-average or rapid growth but may be subject to greater price volatility risk than investments in “undervalued” companies.

Performance

Calendar Year Total Returns (%)¹

¹Class P return for the period 1/1/16 through 6/30/16: 0.11%

Best and worst quarterly performance reflected within the bar chart: Q1 2012: 16.00%; Q4 2008: (22.82%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	10 years
Class P (incepted September 28, 2001) (before taxes)	7.30%	11.55%	6.59%
Class P (after taxes on distributions)	6.14%	11.14%	6.27%
Class P (after taxes on distributions and sale of Fund shares)	5.13%	9.22%	5.31%
Russell 1000 Growth Index (reflects no deductions for fees, expenses or taxes)	5.67%	13.53%	8.53%

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – MFS Investment Management. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Eric B. Fischman, CFA, Investment Officer and Portfolio Manager	Since 2013
Matthew D. Sabel, Investment Officer and Portfolio Manager	Since 2014

PF Large-Cap Growth Fund

Investment Goal

This Fund seeks long-term growth of capital; current income is of secondary importance.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.75%
Other Expenses	0.21%
Total Annual Fund Operating Expenses	0.96%
Less Fee Waiver and Expense Reimbursement^1,2	(0.10%)
Total Annual Operating Expenses after Fee Waiver and Expense Reimbursement	0.86%

¹ The investment adviser has agreed to waive 0.045% (rounded in the fee table) of its management fee through 7/31/2017. The agreement will terminate: (i) if the investment advisory agreement is terminated, (ii) upon approval of the Board of Trustees and prior notice to the investment adviser, or (iii) if the sub-advisory agreement with BlackRock Investment Management, LLC is terminated.

² The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.15% through 7/31/2017, and 0.30% from 8/1/2017 through 7/31/2022. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other Funds of the Trust or other mutual funds. The Example assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the Fund’s annual operating expenses remain as stated in the previous table for the time periods shown, except for the fee waiver and expense reimbursement (expense limitation), which are only reflected for the contractual periods. Although your actual costs may be higher or lower, the Example shows what your costs would be based on these assumptions.

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$88	$296	$521	$1,169

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 83% of the average value of the Fund.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in equity securities of large-capitalization companies. The Fund primarily invests in large-capitalization stocks of U.S. companies that the sub-adviser believes can sustain above average returns on invested capital at a higher level and over a longer period of time than reflected in current market prices. The sub-adviser considers a company to be a large-capitalization company if it is within the range of the Fund’s benchmark index, the Russell 1000 Growth Index, which measures the performance of the large-capitalization growth segment of the U.S. equity universe. As of March 31, 2016, the market capitalization range of the Russell 1000 Growth Index was approximately $169.3 million to $627.9 billion. As of March 31, 2016, the weighted average market capitalization of the Fund was approximately $182.9 billion.

The Fund may also invest up to 20% of its assets in foreign securities of any capitalization size, including in emerging market countries.

In selecting securities, the sub-adviser seeks to invest in companies that possess dominant market positions or franchises, a major technological edge, or a unique competitive advantage. The sub-adviser may sell a holding when it appreciates to a stated target, it fails to perform as expected or when other opportunities appear more attractive.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

riskier than investments in or exposure to investments in U.S. and other developed markets for many reasons, including smaller market capitalizations, greater price volatility, less liquidity, a higher degree of political and economic instability (which can freeze, restrict or suspend transactions in those investments, including cash), the impact of economic sanctions, less governmental regulation and supervision of the financial industry and markets, and less stringent financial reporting and accounting standards and controls.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

· Growth Companies Risk: Growth companies have the potential for above-average or rapid growth but may be subject to greater price volatility risk than investments in “undervalued” companies.

Performance

Calendar Year Total Returns (%)¹

¹Class P return for the period 1/1/16 through 6/30/16: (4.31%)

Best and worst quarterly performance reflected within the bar chart: Q1 2012: 19.35%; Q4 2008: (26.50%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	10 years
Class P (incepted September 28, 2001) (before taxes)	6.27%	13.61%	5.44%
Class P (after taxes on distributions)	3.39%	10.72%	3.93%
Class P (after taxes on distributions and sale of Fund shares)	6.01%	10.37%	4.10%
Russell 1000 Growth Index (reflects no deductions for the fees, expenses or taxes)	5.67%	13.53%	8.53%

capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – BlackRock Investment Management, LLC. The primary person responsible for day-to-day management of the Fund is:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Lawrence G. Kemp, CFA, Managing Director	Since 2013

PF Large-Cap Value Fund

Investment Goal

This Fund seeks long-term growth of capital; current income is of secondary importance.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.65%
Other Expenses	0.21%
Total Annual Fund Operating Expenses	0.86%
Less Expense Reimbursement¹	(0.06%)
Total Annual Fund Operating Expenses after Expense Reimbursement	0.80%

Example

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$82	$268	$471	$1,055

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 10% of the average value of the Fund.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in common stocks of large companies. The sub-adviser considers a company to be a large company if it is within the range of the Fund’s current benchmark index, the Russell 1000 Value Index, which measures the performance of the large-capitalization value segment of the U.S. equity universe. As of March 31, 2016, the market capitalization range of the Russell 1000 Value Index was approximately $169.3 million to $446.8 billion. As of March 31, 2016, the weighted average market capitalization of the Fund was approximately $99.8 billion. The Fund may also invest up to 20% of its assets in foreign securities, including issuers in emerging market countries.

The sub-adviser looks for companies it believes are undervalued.

The sub-adviser will consider selling a portfolio security (i) to reduce or eliminate holdings that exceed position size limits; (ii) when it believes the security is approaching a full valuation or is not meeting fundamental expectations; or, (iii) to pursue more attractive opportunities.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

Performance

Calendar Year Total Returns (%)¹

¹Class P return for the period 1/1/16 through 6/30/16: 3.02%

Best and worst quarterly performance reflected within the bar chart: Q2 2009: 15.67%; Q4 2008: (19.19%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	10 years
Class P (incepted September 28, 2001) (before taxes)	(2.98%)	11.65%	6.08%
Class P (after taxes on distributions)	(5.09%)	10.43%	5.26%
Class P (after taxes on distributions and sale of Fund shares)	0.12%	9.34%	4.92%
Russell 1000 Value Index (reflects no deductions for the fees, expenses or taxes)	(3.83%)	11.27%	6.16%

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – ClearBridge Investments, LLC. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Robert Feitler, Managing Director	Since 2004
Dmitry Khaykin, Managing Director	Since 2007

PF Main Street^{^®} Core Fund

Investment Goal

This Fund seeks long-term growth of capital and income.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.45%
Other Expenses	0.21%
Total Annual Fund Operating Expenses	0.66%
Less Expense Reimbursement¹	(0.06%)
Total Annual Fund Operating Expenses after Expense Reimbursement	0.60%

Example

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$61	$205	$362	$817

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 50% of the average value of the Fund.

Principal Investment Strategies

This Fund principally invests in common stocks of U.S. companies with large market capitalizations. The sub-adviser generally considers a company to be a large-capitalization company if the company has a market capitalization range within the Russell 1000 Index. As of March 31, 2016, the market capitalization range of the Russell 1000 Index was approximately $169.3 million to $627.9 billion. The Fund may also invest in mid-capitalization companies.

The sub-adviser uses fundamental research and quantitative models to select securities for the Fund, which is comprised of both growth and value stocks.

The sub-adviser seeks to maintain a broadly diversified portfolio across all major economic sectors by applying investment parameters for both sector and position size.

The sub-adviser will consider selling securities when:

· the stock price is approaching a target price set by the sub-adviser;

· the company’s competitive position deteriorates;

· the sub-adviser is not confident about the company’s management or decisions; or

· the sub-adviser has identified alternative investment opportunities it believes are more attractive.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

· Growth Companies Risk: Growth companies have the potential for above-average or rapid growth but may be subject to greater price volatility risk than investments in “undervalued” companies.

management and have unexpected or adverse consequences on particular markets, strategies, or investments.

Performance

Calendar Year Total Returns (%)¹

¹Class P return for the period 1/1/16 through 6/30/16: 5.00%

Best and worst quarterly performance reflected within the bar chart: Q2 2009: 18.36%; Q4 2008: (22.26%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	10 years
Class P (incepted September 30, 2005) (before taxes)	3.27%	11.97%	6.57%
Class P (after taxes on distributions)	(0.98%)	10.15%	5.51%
Class P (after taxes on distributions and sale of Fund shares)	5.47%	9.56%	5.28%
S&P 500 Index (reflects no deductions for fees, expenses or taxes)	1.38%	12.57%	7.31%

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – OppenheimerFunds, Inc. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Manind Govil, CFA, Senior Vice President and Lead Portfolio Manager	Since 2009
Benjamin Ram, Vice President and Co-Portfolio Manager	Since 2009
Paul Larson, Vice President and Co-Portfolio Manager	Since 2014

PF Mid-Cap Equity Fund

Investment Goal

This Fund seeks capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.65%
Other Expenses	0.21%
Total Annual Fund Operating Expenses	0.86%
Less Expense Reimbursement¹	(0.06%)
Total Annual Fund Operating Expenses after Expense Reimbursement	0.80%

Example

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$82	$268	$471	$1,055

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 184% of the average value of the Fund.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in equity securities of companies with medium market capitalizations. The sub-adviser generally considers a company to be a mid-capitalization company if the company has a market capitalization range within the Russell Midcap Index. As of March 31, 2016, the market capitalization range for the Russell Midcap Index was approximately $169.3 million to $29 billion. As of March 31, 2016, the weighted average market capitalization of the Fund was approximately $10.2 billion.

The Fund will invest primarily in securities of U.S. companies, but may invest up to 20% of its assets in securities of foreign companies, including through American Depositary Receipts (“ADRs”).

The sub-adviser may sell a holding when it appreciates to a stated target, it fails to perform as expected or when other opportunities appear more attractive.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

may not have any obligation to distribute shareholder communications to the holders of such receipts, or to pass through to them any voting rights with respect to the deposited securities.

· Growth Companies Risk: Growth companies have the potential for above-average or rapid growth but may be subject to greater price volatility risk than investments in “undervalued” companies.

Performance

Calendar Year Total Returns (%)¹

¹Class P return for the period 1/1/16 through 6/30/16: 5.01%

Best and worst quarterly performance reflected within the bar chart: Q2 2009: 20.83%; Q4 2008: (26.71%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	10 years
Class P (incepted December 31, 2004) (before taxes)	1.70%	8.13%	5.38%
Class P (after taxes on distributions)	(0.51%)	6.40%	4.15%
Class P (after taxes on distributions and sale of Fund shares)	2.85%	6.19%	4.12%
Russell Midcap Index (reflects no deductions for the fees, expenses or taxes)	(2.44%)	11.44%	8.00%

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – Scout Investments, Inc. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
G. Patrick Dunkerley, CFA, Lead Portfolio Manager	Since 2013
Derek M. Smashey, CFA, Co-Portfolio Manager	Since 2013
John A. Indellicate II, CFA, Co-Portfolio Manager	Since 2013
Jason J. Votruba, CFA, Co-Portfolio Manager	Since 2013

PF Mid-Cap Growth Fund

Investment Goal

This Fund seeks long-term growth of capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.70%
Other Expenses	0.21%
Total Annual Fund Operating Expenses	0.91%
Less Fee Waiver and Expense Reimbursement^1,2	(0.08%)
Total Annual Fund Operating Expenses after Fee Waiver and Expense Reimbursement	0.83%

¹ The investment adviser has agreed to waive 0.025% (rounded in the fee table) of its management fee through 7/31/2017. The agreement will terminate: (i) if the investment advisory agreement is terminated, (ii) upon approval of the Board of Trustees and prior notice to the investment adviser, or (iii) if the sub-advisory agreement with Ivy Management Company is terminated.

² The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.15% through 7/31/2017, and 0.30% from 8/1/2017 through 7/31/2022. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other Funds of the Trust or other mutual funds. The Example assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the Fund’s annual operating expenses remain as stated in the previous table for the time periods shown, except for the fee waiver and expense reimbursement (expense limitation), which is only reflected for the contractual periods. Although your actual costs may be higher or lower, the Example shows what your costs would be based on these assumptions.

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$85	$282	$496	$1,112

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 43% of the average value of the Fund.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in securities of companies with medium market capitalizations. The sub-adviser generally considers a company to be a mid-capitalization company if the company has a market capitalization range within the Russell Midcap Growth Index. As of March 31, 2016, the market capitalization range for the Russell Midcap Growth Index was approximately $169.3 million to $29.9 billion. As of March 31, 2016, the weighted average market capitalization of the Fund was approximately $10.7 billion. The Fund invests primarily in “growth” stocks. The Fund’s holdings tend to be allocated across a spectrum of medium market capitalization growth companies comprised of three major categories: companies that possess innovative products or services that the sub-adviser believes have the potential to turn into solid growth companies over the longer term; companies that the sub-adviser believes are well-managed, have durable business models and are producing moderate and reliable earnings growth but that are not the fastest growth companies in the marketplace; and companies, in the sub-adviser’s view, whose future growth prospects are either distrusted or misunderstood, or whose growth has slowed from historical levels but still have the potential to deliver or reassert growth.

In selecting securities for the Fund, the sub-adviser primarily emphasizes a bottom-up approach and focuses on companies it believes have the potential for strong growth and increasing profitability, attractive valuations and sound capital structures. The sub-adviser may look at a number of factors in its consideration of a company, such as: new or innovative products or services; adaptive or creative management; strong financial and operational capabilities to sustain multi-year growth; stable and consistent revenue, earnings, and cash flow; strong balance sheet; market potential; and profit potential. The sub-adviser’s investment process also includes a review of the macroeconomic environment, with a focus on factors such as interest rates, inflation, consumer confidence and corporate spending.

Generally, in determining whether to sell a security, the sub-adviser considers many factors, including what it believes to be excessive valuation given company growth prospects, deterioration of fundamentals, weak cash flow to support shareholder returns, and unexpected and poorly explained management changes. The sub-adviser also may sell a security to reduce the Fund’s holding in that security, to take advantage of those opportunities that it believes are more attractive or to raise cash.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

· Growth Companies Risk: Growth companies have the potential for above-average or rapid growth but may be subject to greater price volatility risk than investments in “undervalued” companies.

Performance

Performance reflects the fee waiver and expense limitations that were in effect during the periods presented. Past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.

Calendar Year Total Returns (%)¹

¹Class P return for the period 1/1/16 through 6/30/16: 1.96%

Best and worst quarterly performance reflected within the bar chart: Q2 2009: 25.90%; Q4 2008: (26.17%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	10 years
Class P (incepted September 28, 2001) (before taxes)	(5.82%)	6.08%	7.09%
Class P (after taxes on distributions)	(7.98%)	3.35%	4.77%
Class P (after taxes on distributions and sale of Fund shares)	(1.60%)	4.51%	5.50%
Russell Midcap Growth Index (reflects no deductions for fees, expenses or taxes)	(0.20%)	11.54%	8.16%

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – Ivy Investment Management Company. The primary person responsible for day-to-day management of the Fund is:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Kimberly A. Scott, CFA, Senior Vice President	Since 2013

PF Mid-Cap Value Fund

Investment Goal

This Fund seeks long-term growth of capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.70%
Other Expenses	0.23%
Total Annual Fund Operating Expenses	0.93%

Example

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$95	$296	$515	$1,143

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. For the period of July 29, 2015 to March 31, 2016, the portfolio turnover rate was 32% of the average value of the Fund.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in equity securities of mid-capitalization companies. The sub-adviser generally considers a company to be mid-capitalization if it falls within the market capitalization range of companies in the Russell Midcap Value Index. As of March 31, 2016, the market capitalization range for the Russell Midcap Value Index was approximately $169.3 million to $27.9 billion. As of March 31, 2016, the weighted average market capitalization of the Fund was approximately $13.4 billion.

Under normal market conditions, the Fund invests primarily in common stock of U.S. companies that the sub-adviser identifies as having value characteristics. The Fund may also invest up to 15% of its assets in equity securities of foreign issuers that are U.S. dollar denominated, including American Depositary Receipts (“ADRs”). The Fund may purchase securities offered in equity initial public offerings (“IPOs”).

In selecting investments for the Fund, the sub-adviser examines various factors in determining the value characteristics of an issuer, including price-to-book-value ratios and price-to-earnings ratios. The sub-adviser also selects securities for the Fund based on a continuous study of trends in industries and companies, including the anticipated stability of earnings.

The sub-adviser may sell a holding when it appreciates to a stated target, it fails to perform as expected or when other opportunities appear more attractive.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Initial Public Offering (“IPO”) Risk: Securities offered in equity IPOs may be more volatile than other equity securities, may decline shortly in value after the IPO, and may have a magnified impact on performance if the Fund’s asset base is relatively small. Securities in IPOs have no trading history, and information about the companies may only be available for limited periods.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

· Market and Regulatory Risk: Events in the financial markets and economy may cause volatility and uncertainty and adversely impact the Fund’s performance. Market events may affect a

single issuer, industry, sector, or the market as a whole. Traditionally liquid investments may experience periods of diminished liquidity. Governmental and regulatory actions, including tax law changes, may also impair portfolio management and have unexpected or adverse consequences on particular markets, strategies, or investments.

Performance

The Fund incepted on July 29, 2015 and does not have a full calendar year of performance. Thus, a performance bar chart and table are not included for the Fund. A performance bar chart and table will be included for the Fund once the Fund has a full calendar year of performance.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – Boston Partners. The primary person responsible for day-to-day management of the Fund is:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Steven L. Pollack, CFA, Portfolio Manager	Since 2015

PF Small-Cap Growth Fund

Investment Goal

This Fund seeks long-term growth of capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.60%
Other Expenses	0.22%
Total Annual Fund Operating Expenses	0.82%
Less Expense Reimbursement¹	(0.07%)
Total Annual Fund Operating Expenses after Expense Reimbursement	0.75%

Example

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$77	$255	$448	$1,007

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 229% of the average value of the Fund.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in small-capitalization equity securities. The sub-adviser generally considers a company to be a small-capitalization company if the company has a market capitalization within the range of the market capitalization in the Russell 2000 Growth Index. As of March 31, 2016, the market capitalization range for this index was approximately $15.3 million to $6.1 billion. As of March 31, 2016, the weighted average market capitalization of the Fund was approximately $3.3 billion.

The Fund may invest in equity securities of foreign companies, including emerging market companies, provided they are traded on U.S. exchanges or are denominated in U.S. dollars. The Fund may also invest in American Depositary Receipts (“ADRs”).

The Fund invests primarily in common stocks that the sub-adviser believes to be of companies demonstrating above-average, long-term growth potential. The sub-adviser may sell a holding when it reaches a target price, fails to perform as expected or when other opportunities appear more attractive.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

becoming increasingly interconnected, and conditions or events in one market, country or region may adversely impact investments or issuers in another market, country or region. In addition, the underlying issuers of certain depositary receipts, particularly unsponsored or unregistered depositary receipts, may not have any obligation to distribute shareholder communications to the holders of such receipts, or to pass through to them any voting rights with respect to the deposited securities.

· Growth Companies Risk: Growth companies have the potential for above-average or rapid growth but may be subject to greater price volatility risk than investments in “undervalued” companies.

Performance

Calendar Year Total Returns (%)¹

¹Class P return for the period 1/1/16 through 6/30/16: (8.79%)

Best and worst quarterly performance reflected within the bar chart: Q2 2009: 20.41%; Q4 2008: (27.18%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	10 years
Class P (incepted September 28, 2001) (before taxes)	(8.82%)	6.30%	4.87%
Class P (after taxes on distributions)	(11.72%)	4.88%	3.90%
Class P (after taxes on distributions and sale of Fund shares)	(2.44%)	5.02%	3.88%
Russell 2000 Growth Index (reflects no deductions for fees, expenses or taxes)	(1.38%)	10.67%	7.95%

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – Lord, Abbett & Co. LLC. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
F. Thomas O’Halloran, J.D., CFA, Partner and Portfolio Manager	Since 2014
Arthur K. Weise, CFA, Partner and Portfolio Manager	Since 2014

PF Small-Cap Value Fund

Investment Goal

This Fund seeks long-term growth of capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.75%
Other Expenses	0.21%
Total Annual Fund Operating Expenses	0.96%
Less Expense Reimbursement¹	(0.06%)
Total Annual Fund Operating Expenses after Expense Reimbursement	0.90%

Example

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$92	$300	$525	$1,173

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 55% of the average value of the Fund.

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its assets in small-capitalization equity securities. The sub-adviser generally considers small-capitalization companies to be those that, at the time of investment, fall within the capitalization range between the smallest company in the Russell 2000 Value Index and the greater of $4 billion or the market capitalization of the largest company in the Russell 2000 Value Index. As of March 31, 2016, the market capitalization range of the Russell 2000 Value Index was approximately $13.6 million to $5.5 billion. As of March 31, 2016, the weighted average market capitalization of the Fund was approximately $2.1 billion. The sub-adviser may invest up to 25% of the Fund’s assets in securities of foreign issuers, including issuers in emerging market countries and American Depositary Receipts (“ADRs”).

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

Performance

Calendar Year Total Returns (%)¹

¹Class P return for the period 1/1/16 through 6/30/16: 4.42%

Best and worst quarterly performance reflected within the bar chart: Q2 2009: 17.60%; Q4 2008: (22.44%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	Since Inception
Class P (incepted June 29, 2007) (before taxes)	(2.02%)	9.60%	5.89%
Class P (after taxes on distributions)	(2.19%)	7.33%	4.51%
Class P (after taxes on distributions and sale of Fund shares)	(1.01%)	7.44%	4.59%
Russell 2000 Value Index (reflects no deductions for the fees, expenses or taxes)	(7.47%)	7.67%	3.52%

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – AllianceBernstein L.P. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
James MacGregor, CFA, Chief Investment Officer	Since 2014
Shri Singhvi, Director of Research	Since 2014

PF Emerging Markets Fund

Investment Goal

This Fund seeks long-term growth of capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.80%
Other Expenses	0.43%
Total Annual Operating Expenses	1.23%
Less Expense Reimbursement¹	(0.28%)
Total Annual Fund Operating Expenses after Expense Reimbursement	0.95%

Example

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$97	$335	$592	$1,396

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 65% of the average value of the Fund.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in securities (including American Depositary Receipts (“ADRs”)) of companies whose principal activities are conducted in countries that are generally regarded as emerging market countries. This also includes companies that the sub-adviser determines to be economically tied to an emerging market country. Emerging market countries are typically less developed economically than industrialized countries and may offer high growth potential as well as considerable investment risk. Generally, the sub-adviser may consider countries to be emerging market countries if they are included in any one of the Morgan Stanley Capital Index emerging markets indices, classified as a developing or emerging market, or classified under a similar or corresponding classification by organizations such as the World Bank and the International Monetary Fund, or have economies, industries and stock markets with similar characteristics. Under normal market conditions, the sub-adviser expects to invest in securities of issuers in at least three emerging market countries. The Fund principally invests in common stock and other equity securities. The Fund may invest in different capitalization ranges in any emerging market country.

In selecting securities, the sub-adviser looks primarily for foreign companies in emerging markets with high growth potential. The sub-adviser uses fundamental analysis of a company’s financial statements, management structure, operations, product development and competitive position in its industry, and considers the special factors and risks of the country in which the issuer operates. The sub-adviser also looks for newer or established businesses that are entering into a growth cycle, have the potential for accelerating earnings growth or cash flow, and possess reasonable valuations.

The sub-adviser monitors individual issuers for changes in the factors above, which may trigger a decision to sell a security.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

country, the actions of the U.S. and foreign governments, central banks, or supranational entities such as the International Monetary Fund, the imposition or removal of currency controls, other political or regulatory conditions in the U.S. or abroad, speculation, or other factors. A decline in the value of a foreign currency relative to the U.S. dollar reduces the value in U.S. dollars of the Fund’s investments in that foreign currency and investments denominated in that foreign currency.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

· Growth Companies Risk: Growth companies have the potential for above-average or rapid growth but may be subject to greater price volatility risk than investments in “undervalued” companies.

Performance

Calendar Year Total Returns (%)¹

¹Class P return for the period 1/1/16 through 6/30/16: 3.49%

Best and worst quarterly performance reflected within the bar chart: Q2 2009: 38.53%; Q4 2008: (28.06%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	10 years
Class P (incepted September 30, 2005) (before taxes)	(13.64%)	(2.44%)	5.73%
Class P (after taxes on distributions)	(13.85%)	(2.89%)	4.78%
Class P (after taxes on distributions and sale of Fund shares)	(7.55%)	(1.75%)	4.68%
MSCI Emerging Markets Index (Net) (reflects no deductions for fees or expenses)	(14.92%)	(4.81%)	3.61%

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – OppenheimerFunds, Inc. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Justin M. Leverenz, CFA, Senior Vice President and Portfolio Manager	Since 2007
John Paul Lech, Co-Portfolio Manager	Since 2015

PF International Large-Cap Fund

Investment Goal

This Fund seeks long-term growth of capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.85%
Other Expenses	0.25%
Total Annual Fund Operating Expenses	1.10%
Less Expense Reimbursement¹	(0.10%)
Total Annual Fund Operating Expenses after Expense Reimbursement	1.00%

Example

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$102	$340	$597	$1,331

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 24% of the average value of the Fund.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in securities of companies with large market capitalizations. The sub-adviser considers a company to have a large market capitalization if it is within the range of the Fund’s current benchmark index, the Morgan Stanley Capital International (“MSCI”) Europe, Australasia and Far East (“EAFE”) Index (Net). As of March 31, 2016, the market capitalization range for the MSCI EAFE Index (Net) was approximately $821.6 million to $239.2 billion. As of March 31, 2016, the weighted average market capitalization of the Fund was approximately $61.1 billion.

The Fund invests primarily in common stocks and depositary receipts of foreign issuers, including up to 25% in emerging market countries. The Fund may invest a high percentage of its assets in securities of issuers in a single country, a small number of countries, or a particular geographic region. However, under normal market conditions, the Fund generally expects to invest in a number of different non-U.S. countries.

The sub-adviser may invest the Fund’s assets in the stocks of companies that it believes have above average earnings growth potential compared to other companies (growth companies), in the stocks of companies that it believes are undervalued compared to their perceived worth (value companies), or in a combination of growth and value companies.

The sub-adviser uses a bottom-up investment approach to buying and selling investments for the Fund. Investments are selected primarily based on fundamental analysis of individual issuers and their potential in light of their financial condition, and market, economic, political, and regulatory conditions. Factors considered may include analysis of an issuer’s earnings, cash flows, competitive position, and management ability. Quantitative analysis of an issuer’s valuation, price and earnings momentum, earnings quality, and other factors may also be considered.

The sub-adviser may sell a holding for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into opportunities believed to be more promising, among others.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

dollars of the Fund’s investments in that foreign currency and investments denominated in that foreign currency.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

· Growth Companies Risk: Growth companies have the potential for above-average or rapid growth but may be subject to greater price volatility risk than investments in “undervalued” companies.

Performance

Calendar Year Total Returns (%)¹

¹Class P return for the period 1/1/16 through 6/30/16: (3.51%)

Best and worst quarterly performance reflected within the bar chart: Q3 2009: 20.63%; Q3 2011: (20.38%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	10 years
Class P (incepted September 28, 2001) (before taxes)	(1.14%)	4.15%	4.60%
Class P (after taxes on distributions)	(1.36%)	3.88%	4.17%
Class P (after taxes on distributions and sale of Fund shares)	(0.46%)	3.26%	3.77%
MSCI EAFE Index (Net) (reflects no deductions for fees or expenses)	(0.81%)	3.60%	3.03%

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – MFS Investment Management. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Filipe M.G. Benzinho, Investment Officer and Portfolio Manager	Since 2016
Daniel Ling, CFA, Investment Officer and Portfolio Manager	Since 2009
Marcus L. Smith, Investment Officer and Portfolio Manager	Since 2004

PF International Small-Cap Fund

Investment Goal

This Fund seeks long-term growth of capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.85%
Other Expenses	0.26%
Total Annual Fund Operating Expenses	1.11%
Less Expense Reimbursement¹	(0.01%)
Total Annual Fund Operating Expenses after Expense Reimbursement	1.10%

¹ The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.25% through 7/31/2017. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Example

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$112	$352	$611	$1,351

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 51% of the average value of the Fund.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in securities of companies with small market capitalizations. Generally, these companies are located in developed, foreign countries. The sub-adviser generally considers a company to be a small-capitalization company if the company has a market capitalization in the range of approximately $50 million to $2 billion or in the range represented by the S&P Developed Ex-U.S. SmallCap Index. As of March 31, 2016, the S&P Developed Ex-U.S. SmallCap Index capitalization range was approximately $21.0 million to $14.2 billion. As of March 31, 2016, the weighted average market capitalization of the Fund was approximately $2.6 billion. Under normal conditions, the Fund invests in excess of 200 companies and generally expects to invest a significant amount of its assets in about the same number of non-U.S. countries as its benchmark index (which is comprised of developed countries outside the U.S.).

In selecting securities, the sub-adviser uses a bottom-up quantitative strategy based in part on earnings, growth, value, cash flow, expectations and technical measures, which is then customized by region/sector.

The sub-adviser uses a disciplined process to rank stocks and may sell a holding when its ranking has deteriorated relative to other securities in the investment universe.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

also create investment exposure that exceeds the initial amount invested (leverage risk) - consequently, derivatives may experience very large swings in value. The Fund may lose more money using derivatives than it would have lost if it had invested directly in the underlying security or asset on which the value of a derivative is based. Derivative contracts that are privately negotiated are also subject to counterparty risk, meaning that if the counterparty’s financial condition declines, the counterparty may be unable to satisfy its obligations under the contract in a timely manner, if at all, resulting in a potential decline in value of the contract and potential losses to the Fund. Derivatives may not perform as expected, so the Fund may not realize the intended benefits. When used for hedging, the change in value of a derivative may not correlate as expected with the currency, security or other risk being hedged. Derivatives may be difficult to value and may expose the Fund to risks of mispricing. In addition, derivatives are subject to extensive government regulation, which may change frequently and impact the Fund significantly.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

· Forward Commitments Risk: Forward commitments are derivative contracts that obligate a purchaser to purchase, and a seller to sell, a specific amount of an asset (e.g., a currency or security) at a specified future date and price. Because these instruments are privately negotiated, they are subject to the risk of default by, or bankruptcy of, a counterparty, which could result in adverse market impact, expenses or delays in connection with the purchase or sale of the asset underlying the forward contract. The Fund may also miss the opportunity of obtaining a price or yield considered to be advantageous. In addition to derivatives risk, the Fund’s ability to close out of a forward position is dependent on the liquidity of the secondary forward market. There is also a risk of imperfect correlation between the change in market value of the underlying asset and the price of the forward contract, as well as losses caused by unanticipated market movements, which are potentially unlimited.

· Model and Data Risk: Given the complexity of the investments and strategies of the Fund, the sub-adviser relies heavily on quantitative models and information and data supplied by third parties (“Models and Data”). Models and Data are used to construct sets of transactions and investments, to provide risk management insights, and to assist in hedging the Fund’s investments.

When Models and Data prove to be incorrect or incomplete, any decisions made in reliance thereon expose the Fund to potential risks. Similarly, any hedging based on faulty Models and Data may prove to be unsuccessful. Some of the models used are predictive in nature. For example, such models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may produce unexpected results, which can result in losses for the Fund. Because predictive models are usually constructed based on historical data supplied by third parties, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. Quantitative models used by the sub-adviser also may not be successful in forecasting movements in industries, sectors or companies or in determining the weighting of investment positions that will enable the Fund to achieve its investment goal.

typically based on assumptions and estimates derived from recent market data that may not remain realistic or relevant in the future. To address these issues, the sub-adviser evaluates model prices and outputs versus recent transactions or similar securities, and as a result, such models may be modified from time to time.

Performance

The Fund incepted on January 14, 2015 and does not have a full calendar year of performance. Thus, a performance bar chart and table are not included for the Fund. A performance bar chart and table will be included for the Fund once the Fund has a full calendar year of performance.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – QS Investors, LLC. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Stephen A. Lanzendorf, CFA, Head of Active Equity Portfolio Management Strategy	Since Inception
Christopher W. Floyd, CFA, Portfolio Manager	Since Inception

PF International Value Fund

Investment Goal

This Fund seeks long-term capital appreciation primarily through investment in equity securities of corporations domiciled in countries with developed economies and markets other than the U.S. Current income from dividends and interest will not be an important consideration.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.65%
Other Expenses	0.27%
Total Annual Fund Operating Expenses	0.92%
Less Expense Reimbursement¹	(0.12%)
Total Annual Fund Operating Expenses after Expense Reimbursement	0.80%

Example

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$82	$281	$498	$1,120

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 73% of the average value of the Fund.

Principal Investment Strategies

This Fund invests primarily in a diversified portfolio of equity securities of relatively large non-U.S. companies that the sub-adviser believes to be undervalued. The market capitalizations of the portfolio holdings are generally those in the range of companies represented in the Morgan Stanley Capital International (“MSCI”) Europe, Australasia and Far East (“EAFE”) Index (Net). As of March 31, 2016, the market capitalization range for the MSCI EAFE Index (Net) was approximately $821.6 million to $239.2 billion. As of March 31, 2016, the weighted average market capitalization of the Fund was approximately $44.3 billion. Equity securities in which the Fund principally invests are common stocks. The Fund may invest in American Depositary Receipts (“ADRs”).

The sub-adviser may use currency forwards to gain or increase exposure to various currency markets, including for the purpose of managing the Fund’s currency exposures relative to its benchmark’s currency exposures.

The sub-adviser may sell a holding when it appreciates to a stated target, it fails to perform as expected or when other opportunities appear more attractive.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

invested (leverage risk) - consequently, derivatives may experience very large swings in value. The Fund may lose more money using derivatives than it would have lost if it had invested directly in the underlying security or asset on which the value of a derivative is based. Derivative contracts that are privately negotiated are also subject to counterparty risk, meaning that if the counterparty’s financial condition declines, the counterparty may be unable to satisfy its obligations under the contract in a timely manner, if at all, resulting in a potential decline in value of the contract and potential losses to the Fund. Derivatives may not perform as expected, so the Fund may not realize the intended benefits. When used for hedging, the change in value of a derivative may not correlate as expected with the currency, security or other risk being hedged. Derivatives may be difficult to value and may expose the Fund to risks of mispricing. In addition, derivatives are subject to extensive government regulation, which may change frequently and impact the Fund significantly.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

· Forward Commitments Risk: Forward commitments are derivative contracts that obligate a purchaser to purchase, and a seller to sell, a specific amount of an asset (e.g., a currency or security) at a specified future date and price. Because these instruments are privately negotiated, they are subject to the risk of default by, or bankruptcy of, a counterparty, which could result in adverse market impact, expenses or delays in connection with the purchase or sale of the asset underlying the forward contract. The Fund may also miss the opportunity of obtaining a price or yield considered to be advantageous. In addition to derivatives risk, the Fund’s ability to close out of a forward position is dependent on the liquidity of the secondary forward market. There is also a risk of imperfect correlation between the change in market value of the underlying asset and the price of the forward contract, as well as losses caused by unanticipated market movements, which are potentially unlimited.

Performance

Calendar Year Total Returns (%)¹

¹Class P return for the period 1/1/16 through 6/30/16: (7.00%)

Best and worst quarterly performance reflected within the bar chart: Q2 2009: 25.11%; Q4 2008: (23.60%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	10 years
Class P (incepted September 28, 2001) (before taxes)	(2.62%)	1.78%	(0.14%)
Class P (after taxes on distributions)	(2.97%)	1.22%	(0.92%)
Class P (after taxes on distributions and sale of Fund shares)	(1.19%)	1.46%	0.25%
MSCI EAFE Index (Net) (reflects no deductions for fees or expenses)	(0.81%)	3.60%	3.03%

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – J.P. Morgan Investment Management Inc. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Gerd Woort-Menker, CFA, Managing Director	Since 2011

Demetris Georghiou, CFA, Executive Director	Since 2016
Georgina Perceval Maxwell, Managing Director	Since 2016

PF Real Estate Fund

Investment Goal

This Fund seeks current income and long-term capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.90%
Other Expenses	0.22%
Total Annual Fund Operating Expenses	1.12%
Less Expense Reimbursement¹	(0.07%)
Total Annual Fund Operating Expenses after Expense Reimbursement	1.05%

Example

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$107	$349	$610	$1,357

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 26% of the average value of the Fund.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in securities of companies operating in the real estate and related industries. The Fund invests primarily in equity securities of companies in the U.S. real estate industry, including real estate investment trusts (“REITs”) and real estate operating companies (“REOCs”). REITs and REOCs invest primarily in properties that produce income and in real estate interest or loans. The Fund focuses on REITs, as well as REOCs, that invest in a variety of property types and regions. The Fund may invest in small-, mid- and large-capitalization companies.

The sub-adviser uses a combination of “top-down” and “bottom-up” investment processes. The “top-down” portion seeks diversified exposure to all major asset classes in the real estate and related industries, with an overweighting to property markets that offer the best relative valuation. The sub-adviser’s proprietary models drive the “bottom-up” value-driven approach for stock selection. The “bottom-up” research process strongly influences the sub-adviser’s perspective on which property markets it believes provide better relative value and growth prospects and, consequently, affects its decision to overweigh or underweight a given property market.

The sub-adviser may sell a portfolio holding if the holding’s share price shifts to the point where the position no longer represents an attractive relative value opportunity versus the underlying value of its assets and/or growth prospects or versus other securities in the investment universe.

The Fund is classified as non-diversified, which means it may invest in a smaller number of issuers than a diversified fund.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

· Industry Concentration Risk: Concentrating investments in a single industry or group of related industries makes the Fund more susceptible to adverse economic, business, regulatory or other developments affecting that industry or group of related industries. Because the Fund has a policy to concentrate its investments in securities of issuers of real estate investment trusts and industries related to real estate, the Fund may perform poorly during a downturn in those industries.

· Large-Capitalization Companies Risk: Although large-capitalization companies tend to have stabler prices than smaller, less established companies, they are still subject to

equity securities risk. In addition, their prices may not rise as much as the prices of companies with smaller market capitalizations.

Performance

The bar chart and Average Annual Total Returns table below provide some indication of the risk of investing in the Fund by showing changes in the performance of the Fund from year to year and showing how the Fund’s returns compare to a broad-based market index. The Average Annual Total Returns table below compares Fund performance to a broad-based securities market benchmark index and to a real estate sector index which is comprised of securities that are more representative of the Fund's investment strategies than those in the broad-based index.

Calendar Year Total Returns (%)¹

¹Class P return for the period 1/1/16 through 6/30/16: 10.28%

Best and worst quarterly performance reflected within the bar chart: Q2 2009: 30.67%; Q4 2008: (37.93%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	5 years	10 years
Class P (incepted December 31, 2004) (before taxes)	1.88%	10.50%	6.77%
Class P (after taxes on distributions)	(0.47%)	9.41%	5.80%
Class P (after taxes on distributions and sale of Fund shares)	2.47%	8.05%	5.23%
S&P 500 Index (reflects no deductions for fees, expenses or taxes)	1.38%	12.57%	7.31%
FTSE NAREIT Equity REITs Index (reflects no deductions for fees, expenses or taxes)	3.20%	11.96%	7.41%

capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – Morgan Stanley Investment Management Inc. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Theodore R. Bigman, Managing Director	Since 2004
Bill Grant, Managing Director	Since 2014

PF Absolute Return Fund

Investment Goal

This Fund seeks to provide total return.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.80%
Other Expenses	0.27%
Acquired Fund Fees and Expenses¹	0.02%
Total Annual Fund Operating Expenses	1.09%

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other Funds of the Trust or other mutual funds. The Example assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the Fund’s annual operating expenses remain as stated in the previous table for the time periods shown. Although your actual costs may be higher or lower, the Example shows what your costs would be based on these assumptions.

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$111	$347	$601	$1,329

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. For the period of April 27, 2015 to March 31, 2016, the portfolio turnover rate was 219% of the average value of the Fund.

Principal Investment Strategies

Under normal circumstances, this Fund invests primarily in investment grade debt securities and derivatives and other investments that provide exposure to investment grade debt securities. The sub-adviser seeks to identify investments that have the potential to provide total return, which consists of income plus capital appreciation. The Fund may invest up to 25% of its assets in non-investment grade debt investments (high yield/high risk, sometimes called “junk bonds”), and may invest up to 20% of its assets in convertible securities (including contingent convertible securities).

The Fund employs an absolute return investment approach, which seeks to achieve positive returns over a complete market cycle rather than being managed relative to an index. However, the Fund may experience negative returns over both shorter- and longer-term time horizons.

The Fund’s strategy actively takes long and short positions in global fixed income securities and derivatives. Having both long and short exposures allows the Fund to take advantage of both rising and falling markets. Although the Fund may use debt securities to gain long exposures, the Fund also enters into long and short positions through the use of derivatives on currencies, interest rates, bonds and/or debt instruments. The sub-adviser may use derivatives as a substitute for a direct investment in a security to express an investment view, to manage default risk of an issuer, to seek to reduce volatility of the Fund’s returns, and to facilitate the efficient hedging of risks (such as market, currency and interest rate risk). The Fund may use derivative instruments such as futures contracts, interest rate swaps, credit default swaps, options and currency forwards.

Futures contracts and interest rate swaps are used to adjust interest rate exposure (also called duration) and/or as a substitute for the physical security. Credit default swaps are used to manage default risk of an issuer and/or to gain exposure to a portion of the debt market or an individual issuer. Options are used to hedge market risk and/or as a substitute for the physical security, including the use of equity options of up to 20% of the Fund’s assets to hedge market and credit risk from the Fund’s debt holdings. Foreign currency futures contracts, forwards or options are purchased or sold to gain or increase exposure to various currency markets, to shift exposure to foreign currency fluctuations from one country to another and/or to hedge against foreign currency fluctuations.

The performance of the Fund is generally expected to have low to moderate correlation with the performance of traditional equity and debt investments over long-term periods. However, the actual performance of the Fund may be correlated with those traditional investments over short-term or long-term periods. The Fund is generally intended to complement a balanced portfolio of traditional equity and debt investments as a means of seeking diversification and is not intended to be a complete investment program.

The Fund may invest without limit in debt securities of foreign issuers (such as government and corporate debt). The Fund may invest a significant portion of its assets in a single country, a small number of countries, or a particular geographic region. There is no limit on the number of countries in which the Fund may invest. The Fund’s portfolio of debt securities may be denominated in any currency, including U.S. dollars as well as the local currency of the issuer. The Fund may also invest in inflation-indexed debt securities.

The sub-adviser uses derivatives in a way that has a leveraging effect on the Fund. (This means that the derivative positions may expose the Fund to potential gain or loss in an amount that exceeds the amount invested to establish or maintain the derivative contract, often by several times the value of the Fund’s assets.) The Fund’s use of leverage may result in greater price volatility for the Fund than if leverage had not been used. Because the Fund’s use of leverage may be significant, the Fund may be more volatile than many other funds.

In managing the Fund, the sub-adviser seeks to identify those securities and instruments that it believes have potential to provide

high income and appreciate in value (in the case of long positions) or depreciate in value (in the case of short positions).

The sub-adviser may sell a holding when it meets a stated target, it fails to perform as expected or when other opportunities appear more attractive.

The Fund is classified as non-diversified, which means it may invest in a smaller number of issuers than a diversified fund.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

· Forwards and Futures Contracts Risk: Forwards and futures contracts are derivative contracts that obligate a purchaser to purchase, and a seller to sell, a specific amount of an asset (e.g., a currency or security) at a specified future date and price. Because forward contracts are privately negotiated, unlike exchange-traded futures contracts, they are subject to greater risk of default or bankruptcy by a counterparty, which could result in adverse market impact, expenses or delays in connection with the purchase or sale of the asset underlying the forward contract. The Fund may also miss the opportunity of obtaining a price or yield considered to be advantageous. In addition to derivatives risk, the Fund’s ability to close out of a forward or futures contract position is dependent on the liquidity of the secondary forward or futures market. There is also a risk of imperfect correlation between the change in market value of the instruments held by the Fund and the price of the forward or futures contract, as well as losses caused by unanticipated market movements, which are potentially unlimited. Because these contracts allow the Fund to establish a fixed price (for an asset) or a fixed rate of exchange (for a currency) at a future point in time, they do not eliminate fluctuations in the value of the asset or currency and can have the effect of minimizing opportunities for gain or incurring a loss for the Fund.

· Inflation-Indexed Debt Securities Risk: The principal values of inflation-indexed debt securities tend to increase when inflation rises and decrease when inflation falls.

the underlying security or other asset decreases or remains the same (for a call option) or increases or remains the same (for a put option). If a call or put option that the Fund purchases were allowed to expire without being sold or exercised, its premium would be a loss to the Fund. The Fund’s ability to exercise or sell the options is dependent on the liquidity of the option market.

· Short Sale Risk: Engaging in short sales of securities that the Fund does not own subjects it to the risks associated with those securities, including price volatility risk. A security is sold short in anticipation of purchasing the same security at a later date at a lower price; however, the Fund may incur a loss if the price of the security increases between the date of the short sale and the date on which the Fund purchases the security sold short. Because there is no limit on how high the price of the security may rise, such loss is theoretically unlimited. Short sales may also incur transaction costs and borrowing fees for the Fund and subject the Fund to leverage risk because they may provide investment exposure in an amount exceeding the initial investment.

Performance

The Fund incepted on April 27, 2015 and does not have a full calendar year of performance. Thus, a performance bar chart and table are not included for the Fund. A performance bar chart and table will be included for the Fund once the Fund has a full calendar year of performance.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – BlueBay Asset Management LLP. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Raphael Robelin, Senior Portfolio Manager	Since Inception
Mark Dowding, Senior Portfolio Manager	Since Inception
Geraud Charpin, Portfolio Manager	Since Inception
Andrzej Skiba, CFA, Senior Portfolio Manager	Since Inception

PF Currency Strategies Fund

Investment Goal

This Fund seeks to provide total return.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.65%
Other Expenses	0.21%
Acquired Fund Fees and Expenses¹	0.04%
Total Annual Fund Operating Expenses	0.90%

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other Funds of the Trust or other mutual funds. The Example assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the Fund’s annual operating expenses remain as stated in the previous table for the time periods shown. Although your actual costs may be higher or lower, the Example shows what your costs would be based on these assumptions.

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$92	$287	$498	$1,108

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 82% of the average value of the Fund.

Principal Investment Strategies

“Currency Strategies” in the Fund’s name refers to the Fund’s strategy to provide exposures to global currencies, which may include the U.S. dollar and currencies of other developed countries and emerging market countries, to seek to provide total return based on each sub-adviser’s outlook for such currencies. Under normal market conditions, the Fund principally invests in derivatives and high quality debt securities to establish exposures to global currencies. The Fund may have significant investment exposure to a single currency, a small number of currencies, or currencies in a particular geographic region. Typically, a portion of the Fund’s assets will be invested in emerging market currencies.

Pacific Life Fund Advisors LLC (“PLFA”), the investment adviser for the Fund, allocates the Fund’s assets between two sub-advisers: UBS Asset Management (Americas) Inc. (“UBS”) and Macro Currency Group (“MCG”). PLFA may change the allocation between the sub-advisers at any time, in its judgment, to help seek to achieve the Fund’s investment goal.

The performance of the Fund is generally expected to have low to moderate correlation with the performance of traditional equity and debt investments over long-term periods. However, the actual performance of the Fund may be correlated with those traditional investments over short- or long-term periods. The Fund is generally intended to complement a balanced portfolio of traditional equity and debt investments as a means of seeking diversification and is not intended to be a complete investment program.

Each sub-adviser employs a different approach to managing global currency strategies. Each sub-adviser seeks to gain positive (or long) exposure to currencies that it believes are undervalued and negative (or short) exposure to currencies that it believes are overvalued, and will primarily use non-deliverable forward foreign currency contracts (“NDFs”) and currency options, each a type of derivative, to obtain these exposures, as well as hold foreign currencies in the Fund. NDFs and currency options may also be used to hedge against foreign currency fluctuations by offsetting or reducing exposure to a particular currency.

The Fund typically experiences gains when currencies in which the Fund has long positions (or positive exposure) appreciate relative to the currencies in which the Fund has short positions (or negative exposure). The Fund typically incurs a loss when currencies in which it has short positions appreciate relative to the currencies in which the Fund has long positions.

Each sub-adviser uses derivatives in a way that has a leveraging effect on the Fund. This means that the derivative positions may expose the Fund to potential gain or loss in an amount that exceeds the amount invested to establish or maintain the derivative contract, often by several times the value of the Fund’s assets. Because the Fund’s use of leverage may be significant, the Fund may be more volatile than many other funds.

With respect to the portion of the Fund invested in debt securities, the Fund may invest in cash deposits and short-term high quality U.S. and non-U.S. government debt securities for short-term investment, cash management purposes and to maintain asset coverage requirements for the Fund’s derivative positions.

UBS managed portion: When analyzing a potential investment opportunity and the desired amount of exposure, UBS considers the economic and investment outlook for the opportunity and the degree of risk the Fund may assume relative to the potential return on such investment in order to maximize the risk-adjusted return for UBS’ portion of the Fund. UBS may also consider quantitative factors to decide whether to increase or decrease currency exposures.

portion of the Fund under a qualitative approach that is used for its shorter-term “discretionary” investment strategy. MCG uses this discretionary strategy to seek to identify and take advantage of macroeconomic themes that influence exchange rates within a shorter time horizon than the systematic strategy (typically a two week to six month horizon). MCG also applies a liquidity screen to all positions, favoring more liquid currency positions than those that are less liquid, in seeking to attain a high degree of liquidity within MCG’s portion of the Fund.

The Fund is classified as non-diversified, which means it may invest in a smaller number of issuers than a diversified fund.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

connection with the purchase or sale of the asset underlying the forward contract. The Fund may also miss the opportunity of obtaining a price or yield considered to be advantageous. In addition to derivatives risk, the Fund’s ability to close out of a forward position is dependent on the liquidity of the secondary forward market. There is also a risk of imperfect correlation between the change in market value of the underlying asset and the price of the forward contract, as well as losses caused by unanticipated market movements, which are potentially unlimited.

· Options Risk: An option is a derivative contract where, for a premium payment or fee, the purchaser of the option is given the right but not the obligation to buy (a “call option”) or sell (a “put option”) the underlying asset (or settle for cash an amount based on an underlying asset, rate or index) at a specified price (the “exercise price”) during a period of time or on a specified date. Investments in options are considered speculative. In addition to derivatives risk, the Fund is subject to the risk of losing the premium it paid to purchase the option if the price of the underlying security or other asset decreases or remains the same (for a call option) or increases or remains the same (for a put option). If a call or put option that the Fund purchases were allowed to expire without being sold or exercised, its premium would be a loss to the Fund. The Fund’s ability to exercise or sell the options is dependent on the liquidity of the option market.

Performance

Calendar Year Total Returns (%)¹

¹Class P return for the period 1/1/16 through 6/30/16: 5.71%

Best and worst quarterly performance reflected within the bar chart: Q2 2013: 6.98%; Q3 2013: (7.52%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	Since Inception
Class P (incepted December 7, 2012) (before taxes)	0.87%	1.76%
Class P (after taxes on distributions)	(0.03%)	0.73%
Class P (after taxes on distributions and sale of Fund shares)	0.49%	0.88%
Citigroup 1-Month U.S. T-Bill Index (reflects no deductions for fees, expenses or taxes)	0.02%	0.03%

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Advisers – UBS Asset Management (Americas) Inc. and Macro Currency Group. The primary persons responsible for day-to-day management of the Fund are:

UBS Asset Management (Americas) Inc.


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund

Jonathan Davies, CFA, Head of Currency – Multi Asset	Since Inception

Alistair Moran, CFA, Co-Portfolio Manager	Since 2015

Macro Currency Group


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Mark Farrington, Managing Director, Head of Macro Currency Group and Portfolio Manager	Since 2014
Dr. Ivan Petej, Managing Director, Head of Portfolio Construction, Risk and Quantitative Strategy and Portfolio Manager	Since 2014

PF Equity Long/Short Fund

Investment Goal

This Fund seeks capital appreciation.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	1.15%
Other Expenses	0.25%
Acquired Fund Fees and Expenses¹	0.01%
Total Annual Fund Operating Expenses	1.41%
Less Fee Waiver²	(0.15%)
Total Annual Fund Operating Expenses after Fee Waiver	1.26%

² The investment adviser has agreed to waive 0.15% of its management fee through 7/31/2017. The agreement will terminate: (i) if the investment advisory agreement is terminated, (ii) upon approval of the Board of Trustees and prior notice to the investment adviser, or (iii) if the sub-advisory agreement with AQR Capital Management, LLC is terminated.

Example

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other Funds of the Trust or other mutual funds. The Example assumes that you invest $10,000 for the time periods indicated, that your investment has a 5% return each year, and that the Fund’s annual operating expenses remain as stated in the previous table for the time periods shown, except for the fee waiver, which is only reflected for the contractual periods. Although your actual costs may be higher or lower, the Example shows what your costs would be based on these assumptions.

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$128	$431	$757	$1,678

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. For the period of April 27, 2015 to March 31, 2016, the portfolio turnover rate was 0% of the average value of the Fund.

Principal Investment Strategies

This Fund seeks to provide higher risk-adjusted returns with lower volatility than global equity markets, although it is expected to have moderate to high correlation with the performance of those markets. The Fund seeks to generate returns from three sources: 1) long and short equity positions; 2) overall exposure to equity markets; and 3) the active increase and decrease of the Fund’s net exposure to equity markets.

Under normal circumstances, this Fund invests at least 80% of its assets in equity and equity related instruments. Equity instruments include common stock, preferred stock, and depositary receipts. Equity related instruments are investments that provide exposure to the performance of equity instruments, including futures contracts and swaps.

In managing the Fund, the sub-adviser takes long positions in those instruments that, based on proprietary quantitative models, the sub-adviser forecasts to be undervalued and likely to increase in price, and takes short positions in those instruments that the sub-adviser forecasts to be overvalued and likely to decrease in price. Simultaneously engaging in long investing and short selling is designed to reduce the Fund’s net exposure to the general global equity markets compared to a fund invested long only in those markets.

The Fund may use equity related instruments and foreign currency forwards as substitutes for investing in equity securities or currencies and to increase its economic exposure to a particular security, index or currency. At times, the Fund may gain all equity and currency exposure through the use of equity related instruments and foreign currency forwards, and may invest in such instruments without limitation.

The Fund may invest in or have exposure to large- and mid-capitalization companies. The Fund will generally invest in instruments of companies located in global developed markets, including the United States. The sub-adviser considers global developed markets to be those countries included in the MSCI World Index (Net). The Fund intends to invest across different countries and geographic regions, but may invest in any one country or geographic region without limit.

The sub-adviser uses the following set of economic indicators to select long and short investments for the Fund based on the sub-adviser’s global security selection and asset allocation models:

· Value indicators identify investments that appear cheap based on fundamental measures, often as a result of distress or lack of favor. Examples of value indicators include using price-to-earnings and price-to-book ratios for choosing individual equities.

· Momentum indicators identify investments with strong recent performance.

· Quality indicators identify companies in good business health, including those with strong profitability and stable earnings.

In addition to these three main indicators, the sub-adviser may use a number of quantitative factors based on its proprietary research.

The sub-adviser may add or modify the economic indicators employed in selecting investments from time to time.

In the aggregate, the Fund expects to have net long exposure to the equity markets, which the sub-adviser may adjust over time. When the sub-adviser determines that equity market conditions are unfavorable, it may reduce the Fund’s long equity market exposure. Similarly, when the sub-adviser determines that market conditions are favorable, it may increase the Fund’s long equity market exposure. The Fund is not designed to be market-neutral. The sub-adviser expects that the Fund will have a moderate to high sensitivity to broad global market movements.

The Fund may, but is not required to, hedge exposure to foreign currencies using foreign currency forwards or futures contracts.

A significant portion of the Fund’s assets may be held in cash or cash equivalents including, but not limited to, money market instruments, U.S. treasury bills, interests in short-term investment funds or shares of money market funds. These cash or cash equivalent holdings serve as collateral for the Fund’s derivative positions and may earn some income for the Fund.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

· Forwards and Futures Contracts Risk: Forwards and futures contracts are derivative contracts that obligate a purchaser to purchase, and a seller to sell, a specific amount of an asset (e.g., a currency or security) at a specified future date and price. Because forward contracts are privately negotiated, unlike exchange-traded futures contracts, they are subject to greater risk of default or bankruptcy by a counterparty, which could result in adverse market impact, expenses or delays in connection with the purchase or sale of the asset underlying the forward contract. The Fund may also miss the opportunity of obtaining a price or yield considered to be advantageous. In addition to derivatives risk, the Fund’s ability to close out of a forward or futures contract position is dependent on the liquidity of the secondary forward or futures market. There is also a risk of imperfect correlation between the change in market value of the instruments held by the Fund and the price of the forward or futures contract, as well as losses caused by unanticipated market movements, which are potentially unlimited. Because these contracts allow the Fund to establish a fixed price (for an asset) or a fixed rate of exchange (for a currency) at a future point in time, they do not eliminate fluctuations in the value of the asset or currency and can have the effect of minimizing opportunities for gain or incurring a loss for the Fund.

may be more volatile than the performance of more geographically diversified funds.

· Investment in Money Market Funds Risk: The Fund may invest in money market mutual funds. Shareholders of the Fund would then bear their proportionate share of Fund expenses and, indirectly, the expenses of the investment companies. An investment in a money market mutual fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although such funds seek to preserve the value of the Fund’s investment at $1.00 per share, it is possible to lose money by investing in a money market mutual fund.

· Swap Agreements Risk: Swap agreements are derivative contracts where the parties agree to exchange the returns earned on specific assets, such as the return on, or increase in value of,

an amount invested in a particular foreign currency, or in a “basket” of securities representing a certain index, or at a specific interest rate. As a derivative, it is subject to derivatives risk, including counterparty risk. Although certain standard swap agreements are required to be cleared through an exchange, which is expected to decrease counterparty risk and increase liquidity compared to swaps that are privately negotiated, central clearing does not eliminate these risks.

Performance

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – AQR Capital Management, LLC. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Andrea Frazzini, Principal	Since Inception
Jacques A. Friedman, Principal	Since Inception
Michele L. Aghassi, Principal	Since 2016

Hoon Kim, CFA, Principal	Since 2016

PF Global Absolute Return Fund

Investment Goal

This Fund seeks to provide total return.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class P
Management Fee	0.80%
Other Expenses	0.37%
Acquired Fund Fees and Expenses¹	0.01%
Total Annual Fund Operating Expenses	1.18%
Less Expense Reimbursement²	(0.09%)
Total Annual Fund Operating Expenses after Expense Reimbursement	1.09%

² The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.25% through 7/31/2017. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Example

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class P	$111	$366	$640	$1,424

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year ended March 31, 2016, the portfolio turnover rate was 127% of the average value of the Fund.

Principal Investment Strategies

This Fund invests globally in multiple asset classes including sovereign debt, foreign currencies, and interest rates, among others, and it takes both long and short positions and seeks to generate returns through their appreciation (in the case of long investments) or depreciation (in the case of short investments) in value. The Fund may also enter into short positions to seek to hedge risks associated with the Fund’s long investment exposures. The Fund invests in securities, derivatives and other instruments to establish long and short investment exposures based on the sub-adviser’s view of the investment opportunities in a country. The Fund’s primary long and short investment exposures are government (“sovereign”) exposures, including sovereign debt, currencies, and investments relating to interest rates. The Fund may also invest in corporate debt of both foreign and domestic issuers, including banks. The Fund normally invests in multiple countries and is expected to have significant exposure to foreign currencies. However, the Fund may invest a significant portion of its assets in a single country, a small number of countries, or a particular geographic region, and typically a portion of the Fund’s assets will be invested in emerging market countries. The Fund normally invests at least 40% of its net assets in foreign investments which, in addition to the non-U.S. sovereign exposures described above, includes investments in securities issued by companies whose principal business activities are outside the United States.

The performance of the Fund is generally expected to have low to moderate correlation with the performance of traditional equity and debt investments over long-term periods. However, the actual performance of the Fund may be correlated with those traditional investments over short- or long-term periods. The Fund is generally intended to complement a balanced portfolio of traditional equity and debt investments as a means of seeking diversification and is not intended to be a complete investment program.

The Fund may invest in debt securities of any credit quality, including securities that are non-investment grade (high yield/high risk, sometimes called “junk bonds”), and a wide variety of derivative instruments, including (but not limited to): forward foreign currency contracts; futures contracts on securities, indices, currencies, and other investments; options; and interest rate swaps, cross-currency swaps, total return swaps and credit default swaps. The sub-adviser generally will make extensive use of derivatives to: enhance total return, which is defined as income plus capital appreciation; to seek to hedge against fluctuations in securities prices, interest rates or currency exchange rates; to shift exposure to foreign currency fluctuations from one country to another; to change the effective duration of the Fund; to manage certain investment risks; and as a substitute for direct investment in any security or instrument in which the Fund may invest. The sub-adviser uses derivatives in a way that has a leveraging effect on the Fund. This means that the derivative positions may expose the Fund to potential gain or loss in an amount that exceeds the amount invested to establish or maintain the derivative contract, often by several times the value of the Fund’s assets. Because the Fund’s use of leverage may be significant, the Fund may be more volatile than many other funds.

Duration management is part of the investment strategy for this Fund. Duration is often used to measure a bond’s sensitivity to interest rates. The longer a fund’s duration, the more sensitive it is to changes in interest rates. The shorter a fund’s duration, the less sensitive it is to changes in interest rates. The Fund may also engage in repurchase agreements and short sales.

The sub-adviser utilizes top-down economic and political analysis to identify potential investments for the Fund throughout the world, including in both developed and emerging markets. The sub-adviser seeks to identify countries and currencies it believes have potential to outperform investments in other countries and currencies through an analysis of global economies, markets, political conditions and other factors. The sub-adviser may sell a holding when it fails to perform as expected or when other opportunities appear more attractive.

The Fund is classified as non-diversified, which means it may invest in a smaller number of issuers than a diversified fund.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Forwards and Futures Contracts Risk: Forwards and futures contracts are derivative contracts that obligate a purchaser to purchase, and a seller to sell, a specific amount of an asset (e.g., a currency or security) at a specified future date and price. Because forward contracts are privately negotiated, unlike exchange-traded futures contracts, they are subject to greater risk of default or bankruptcy by a counterparty, which could result in adverse market impact, expenses or delays in connection with the purchase or sale of the asset underlying the forward contract. The Fund may also miss the opportunity of obtaining a price or yield considered to be advantageous. In addition to derivatives risk, the Fund’s ability to close out of a forward or futures contract position is dependent on the liquidity of the secondary forward or futures market. There is also a risk of imperfect correlation between the change in market value of the instruments held by the Fund and the price of the forward or futures contract, as well as losses caused by unanticipated market movements, which are potentially unlimited. Because these contracts allow the Fund to establish a fixed price (for an asset) or a fixed rate of exchange (for a currency) at a future point in time, they do not eliminate fluctuations in the value of the asset or currency and can have the effect of minimizing opportunities for gain or incurring a loss for the Fund.

· Inflation-Indexed Debt Securities Risk: The principal values of inflation-indexed debt securities tend to increase when inflation rises and decrease when inflation falls.

Performance

Calendar Year Total Returns (%)¹

¹Class P return for the period 1/1/16 through 6/30/16: 0.55%

Best and worst quarterly performance reflected within the bar chart: Q3 2014: 3.26%; Q3 2015: (3.38%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	Since Inception
Class P (incepted December 7, 2012) (before taxes)	3.04%	2.54%
Class P (after taxes on distributions)	(0.78%)	0.23%
Class P (after taxes on distributions and sale of Fund shares)	1.72%	0.89%
BofA Merrill Lynch U.S. 3-Month T-Bill Index (reflects no deductions for fees, expenses or taxes)	0.05%	0.06%

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – Eaton Vance Investment Managers. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
John R. Baur, Vice President	Since Inception
Michael A. Cirami, CFA, Vice President	Since Inception
Eric A. Stein, CFA, Vice President	Since Inception

ADDITIONAL SUMMARY INFORMATION

Purchase and Sale of Fund Shares

Class P shares of each Fund are offered at net asset value (“NAV”) and are only available for investment by funds of funds of Pacific Funds Series Trust (may also be referred to as “Pacific Funds” or the “Trust”) and the investment adviser and certain of its affiliates.

Tax Information

Because the only shareholders of Class P shares of the Funds are funds of funds, no discussion is included here about the federal income tax consequences at the shareholder level. The federal income tax consequences for purchasers of a fund of funds of the Trust are described in the prospectus for the respective fund.

Payments to Broker-Dealers and Other Financial Intermediaries

Pacific Select Distributors, LLC (“PSD”), the Distributor and principal underwriter for Pacific Funds, pays commissions and related compensation to the broker-dealers or other financial intermediaries that sell the funds of the Trust (each a “Fund,” together the “Funds”). The funds offered in this prospectus (“Underlying Funds”) do not charge service fees. Any service and/or distribution fees are charged by the fund of funds of the Trust.

ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND PRINCIPAL RISKS

This prospectus contains information about the Underlying Funds. The Class P shares of the Underlying Funds are only available for investment by a fund of funds of the Trust and the investment adviser and certain of its affiliates. Information on the funds of funds of the Trust and Class A, Class C, Class I and Advisor Class shares of Pacific Funds Core Income, Pacific Funds Floating Rate Income and Pacific Funds High Income are contained in a separate prospectus, which can be obtained as described on the back cover of this prospectus.

The investment adviser to the Trust is Pacific Life Fund Advisors LLC (“PLFA”). PLFA has retained other portfolio management firms (or sub-advisers) to manage certain of the Underlying Funds. More information on the investment adviser and the sub-advisers can be found in the About Management section of this prospectus.

Please read this prospectus carefully before investing or sending money, and keep it for future reference. You should read the complete description of the Underlying Funds and be aware that any time you invest, there is a risk of loss of money.

Pacific Funds^SM Core Income

Investment Goal

This Fund seeks a high level of current income; capital appreciation is of secondary importance.

Principal Investment Strategies

Principal Risks:



· Active Management Risk	· Issuer Risk
· Credit Risk	· Liquidity Risk
· Debt Securities Risk	· Market and Regulatory Risk
· Floating Rate Loan Risk	· Mortgage-Related and Other Asset-Backed Securities Risk

· Foreign Markets Risk	· Price Volatility Risk
· High Yield/High Risk or “Junk” Securities Risk	· U.S. Government Securities Risk

· Interest Rate Risk

Pacific Funds^SM Floating Rate Income

Investment Goal

This Fund seeks a high level of current income.

Principal Investment Strategies

The Fund may invest up to 25% of its assets in U.S. dollar denominated foreign investments, principally in developed markets.

The floating rate loans and floating rate securities in which the Fund invests are not subject to any restrictions with respect to maturity. Floating rate loans and floating rate securities will have rates of interest that are reset daily, monthly, quarterly, semi-annually or annually.

Individual investment selection is based on the Manager’s fundamental research process and an assessment of the investment’s relative value. The Manager performs a credit analysis on each potential investment. An investment is generally sold when the issue has realized its price appreciation target, the issue no longer offers relative value, or an adverse change in corporate or sector fundamentals has occurred.

If the Manager determines that market conditions temporarily warrant a defensive investment policy, the Fund may (but is not required to) invest, subject to its ability to liquidate its senior loans, up to 100% of its assets in high quality, short-term debt instruments, including U.S. Treasuries, money market instruments, repurchase agreements with maturities of seven days or less, and cash equivalents.

Principal Risks:


· Active Management Risk	· Interest Rate Risk
· Credit Risk	· Issuer Risk
· Debt Securities Risk	· Liquidity Risk
· Floating Rate Loan Risk	· Market and Regulatory Risk
· Foreign Markets Risk	· Price Volatility Risk
· High Yield/High Risk or “Junk” Securities Risk

Pacific Funds^SM High Income

Investment Goal

This Fund seeks a high level of current income.

Principal Investment Strategies

Individual investment selection is generally based on the Manager’s fundamental research process. Sector allocations are determined based on the Manager’s assessment of risk/return opportunities relative to the Fund’s investment goal and benchmark weightings (Barclays U.S. High-Yield 2% Issuer Capped Bond Index). The Manager performs a credit analysis on each potential issuer and a relative value analysis on each potential investment.

Principal Risks:


· Active Management Risk	· Interest Rate Risk
· Credit Risk	· Issuer Risk
· Debt Securities Risk	· Liquidity Risk
· Floating Rate Loan Risk	· Market and Regulatory Risk
· Foreign Markets Risk	· Price Volatility Risk
· High Yield/High Risk or “Junk” Securities Risk

PF Floating Rate Loan Fund

Investment Goal

This Fund seeks a high level of current income.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in floating rate loans. Floating rate loans are those with interest rates which float, adjust or vary periodically based upon a benchmark indicator, a specified adjustment schedule or prevailing interest rates. Structured notes are treated as floating rate loans for purposes of the Fund’s 80% investment policy. Borrowers may include corporations, partnerships and other entities that operate in a variety of industries and geographic regions. Floating rate loans in which the Fund invests include senior loans of domestic and foreign borrowers. Senior loans are debt instruments that may have a right to payment that is senior to most other debts of the borrowers. Senior loans are generally arranged through private negotiations between a borrower and several financial institutions represented, in each case, by one or more lenders acting as agent of the other lenders. On behalf of the lenders, the agent is primarily responsible for negotiating the loan agreement that establishes the terms and conditions of the senior loans and the rights and obligations of the borrowers and lenders. Senior loans in which the Fund will purchase interests generally pay interest at rates that are periodically redetermined by reference to a base lending rate plus a premium. The Fund may invest in participations in senior loans, may purchase assignments of portions of senior loans from third parties and may act as one of the group of lenders originating a senior loan. Generally, senior floating rate loans are secured by specific assets of the borrower. However, the Fund may invest up to 20% of its assets in senior loans that are not secured by any collateral.

Subject to other limitations described above, the Fund may invest up to 25% of its assets in foreign senior loans and foreign securities.

When selecting an investment, the sub-adviser seeks to implement a systematic risk-weighted approach that utilizes a fundamental analysis of risk/return characteristics. An investment may be sold if, in the opinion of the sub-adviser, the risk/return profile deteriorates or to pursue more attractive investment opportunities. The sub-adviser considers preservation of capital in its investment decisions when consistent with the Fund’s investment goal. If the sub-adviser determines that market conditions temporarily warrant a defensive investment policy, the Fund may (but is not required to) invest, subject to its ability to liquidate its senior loans, up to 100% of its assets in high quality, short-term debt instruments, including money market instruments and cash equivalents.

Principal Risks:


· Active Management Risk	· High Yield/High Risk or “Junk” Securities Risk
· Credit Risk	· Interest Rate Risk
· Currency Risk	· Issuer Risk
· Debt Securities Risk	· Liquidity Risk
· Floating Rate Loan Risk	· Market and Regulatory Risk
· Foreign Markets Risk	· Price Volatility Risk

PF Inflation Managed Fund

Investment Goal

This Fund seeks to maximize total return consistent with prudent investment management.

Principal Investment Strategies

PIMCO managed portion: This portion of the Fund may also invest in other debt securities issued by the U.S. government, its subdivisions, agencies or government-sponsored enterprises, non-U.S. governments, their subdivisions, agencies or government-sponsored enterprises, and debt securities issued by U.S. and foreign companies (including companies based in emerging markets); mortgage-related securities, including stripped mortgage-related securities; asset-backed securities; convertible securities; commercial paper and other money market instruments; structured notes such as hybrid or “indexed” securities and event-linked bonds; loan participations and assignments; delayed funding loans; revolving credit facilities; debt securities issued by states or local governments and their agencies, authorities and other government-sponsored enterprises; and U.S. dollar-denominated obligations of international agencies or supranational entities; and derivative instruments and forward commitments relating to the previously mentioned securities.

The factors that will most influence this portion of the Fund’s performance are actual and expected inflation rates, as well as changes in real and nominal interest rates. (A real interest rate is the nominal interest rate less expected inflation.) A decline in real and nominal interest rates may benefit Fund performance, as could an increase in the actual rate of inflation. An increase in inflation expectations may benefit performance to the extent that increased inflation expectations lead to a decline in real interest rates. Conversely, rising real and nominal interest rates, and a decline in actual inflation or expected inflation, may have a negative impact on Fund performance. Total return is made up of coupon income plus any gains or losses in the value of the Fund’s securities.

When selecting securities, PIMCO:

· Decides how to allocate among short, intermediate and long duration issues and how much should be invested in various types of instruments.

· Chooses companies to invest in by carrying out a credit analysis of potential investments.

PIMCO frequently uses futures contracts, forwards, swaps and options contracts (i.e., derivatives). Government futures contracts are purchased and sold to adjust interest rate exposure (duration) and replicate government bond positions. Money market futures contracts, such as eurodollar futures contracts, are used to adjust interest rate exposure to short-term interest rates. Foreign currency futures contracts, forwards or options are purchased or sold to gain or increase exposure to various currency markets, to shift exposure to foreign currency fluctuations from one country to another and/or to hedge against foreign currency fluctuations. Interest rate swaps are used to adjust interest rate exposures and/or as a substitute for the physical security. Long swap positions (which receive fixed income streams from the counterparty) increase exposure to long-term rates and short swap positions (which pay a fixed income stream to the counterparty) decrease exposure to long-term interest rates. Credit default swaps (“CDS”) are used to manage default risk of an issuer and/or to gain exposure to a portion of the debt market or an individual issuer. Selling CDS (selling protection) increases credit exposure; purchasing CDS (buying protection) decreases credit exposure. Options are primarily purchased to manage interest rate and volatility exposures or are sold to generate income. The Fund may purchase and write put and call options on securities and CDS; purchase and sell interest rate futures contracts and options thereon; and enter into total return, interest rate index, currency exchange rate swap agreements, and purchase and sell options thereon. The Fund may trade futures contracts and options on futures contracts not only on U.S. domestic markets, but also on non-U.S. exchanges. The Fund may also use foreign currency derivatives such as foreign currency futures, options and forwards to gain or reduce exposure to foreign currencies, to shift exposure to foreign currency fluctuations from one country to another or to hedge against fluctuations in currency exchange rates with respect to investments in securities of foreign issuers.

This portion of the Fund is also expected to be invested substantially in forward commitments (i.e., securities that are purchased or sold with payment and delivery taking place in the future) on inflation-indexed bonds to gain exposure to the inflation-linked market. In addition to the strategies described above, this portion of the Fund typically uses derivatives and/or forward commitments as part of a strategy designed to reduce exposure to other risks.

PIMCO may sell a holding when it fails to perform as expected or when other opportunities appear more attractive.

When selecting investments, Western Asset:

· Uses fundamental investment techniques to select investments.

· Decides how to allocate among short, intermediate and long duration issues and how much should be invested in various types of instruments.

In addition to the strategies described above, this portion of the Fund typically uses derivatives and/or forward commitments as part of a strategy designed to reduce exposure to other risks.

Western Asset may sell a holding when it fails to perform as expected or when other opportunities appear more attractive.

Principal Risks:


· Active Management Risk	· Interest Rate Risk
· Convertible Securities Risk	· Issuer Risk
· Credit Risk	· Leverage Risk
· Currency Risk	· Liquidity Risk
· Debt Securities Risk	· Market and Regulatory Risk
· Derivatives Risk	· Mortgage-Related and Other Asset-Backed Securities Risk
· Emerging Markets Risk	· Options Risk
· Foreign Markets Risk · Forwards and Futures Contracts Risk	· Price Volatility Risk · Swap Agreements Risk
· Inflation-Indexed Debt Securities Risk	· U.S. Government Securities Risk

PF Managed Bond Fund

Investment Goal

This Fund seeks to maximize total return consistent with prudent investment management.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in debt instruments, including instruments with characteristics of debt instruments (such as derivatives).

This Fund is sub-advised by both PIMCO and Western Asset. PLFA is the Fund’s investment adviser and, subject to the approval of the Trust’s board of trustees, selects the Fund’s sub-advisers and monitors their performance on an ongoing basis. PLFA allocates the Fund’s assets between PIMCO and Western Asset and may change the allocation or rebalance at any time. The sub-advisers employ different approaches to managing fixed income strategies, as described below. Each sub-adviser has its own investment style and acts independently of the other.

Each sub-adviser may invest in derivatives based on debt securities and uses futures contracts, forwards, swaps and options (i.e., derivatives) to differing degrees. To the extent a sub-adviser uses derivatives, futures contracts are purchased and sold to adjust interest rate exposure (duration) and/or as a substitute for the physical security. For example, government futures contracts are purchased and sold to adjust interest rate exposure (duration) and replicate government bond positions. Money market futures contracts, such as eurodollar futures contracts, are used to adjust interest rate exposure (duration) to short-term interest rates. Foreign currency futures contracts, forwards or options are purchased or sold to gain or increase exposure to various currency markets, to shift exposure to foreign currency fluctuations from one country to another and/or to hedge against foreign currency fluctuations with respect to investments in securities of foreign issuers. Interest rate swaps are used to adjust interest rate exposures and/or as a substitute for the physical security. Long swap positions (which receive fixed income streams from the counterparty) increase exposure to long-term rates and short swap positions (which pay a fixed income stream to the counterparty) decrease exposure to long-term interest rates. Credit default swaps (“CDS”) are used to manage default risk of an issuer and/or to gain exposure to a portion of the debt market or an individual issuer. Selling CDS (selling protection) increases credit exposure; purchasing CDS (buying protection) decreases credit exposure. Options are primarily purchased to manage interest rate and volatility exposures or are sold to generate income.

Total return is made up of coupon income plus any gains or losses in the value of the Fund’s securities.

PIMCO managed portion: The debt instruments in which this portion of the Fund principally invests are medium to high quality investment grade debt securities with varying terms to maturity (the period of time until final payment is due). Debt securities include those issued by the U.S. government, its subdivisions, agencies or government-sponsored enterprises; mortgage-related securities, including stripped mortgage-related securities, asset-backed securities; commercial paper and other money market instruments; and debt securities issued by foreign governments or their subdivisions, agencies and other government-sponsored enterprises and companies that are denominated in U.S. dollars or foreign currencies, some of which may be issued by governments based in emerging market countries; other debt securities including convertible securities, inflation-indexed debt securities, and structured notes such as hybrid or “indexed” securities and event-linked bonds; loan participations and assignments; delayed funding loans; revolving credit facilities; debt securities issued by states or local governments and their agencies, authorities and other government-sponsored enterprises; and U.S. dollar-denominated obligations of international agencies or supranational entities. This portion of the Fund also may invest up to 20% of its assets in non-investment grade securities (high yield/high risk, sometimes called “junk bonds”) that are rated lower than Baa (although it may not invest in securities rated lower than B) by Moody’s or equivalently rated by S&P or Fitch, or if unrated, are of comparable quality as determined by PIMCO (except that within the 20% limitation, PIMCO may invest in mortgage-related securities rated below B by Moody’s or equivalently rated by S&P or Fitch, or if unrated, are of comparable quality as determined by PIMCO). This portion of the Fund, except as provided in the prior sentence, may invest only in securities rated Baa or better by Moody’s or equivalently rated by S&P or Fitch, or if unrated, are of comparable quality as determined by PIMCO. The dollar-weighted average quality of all debt securities held by this portion of the Fund will be A or higher. In the event that a security purchased by PIMCO is downgraded to below a Baa or B rating, PIMCO may nonetheless retain the security.

· Decides what duration to maintain. Duration is a mathematical measure of the average life of a bond that includes its yield, coupon, final maturity and call features. It’s often used to measure the potential volatility of a bond’s price, and is considered a more accurate measure than maturity of a bond’s sensitivity to changes in market interest rates. This portion of the Fund usually maintains a weighted average duration within approximately 2 years (plus or minus) of the Fund’s benchmark index duration, which was 5.50 years as of March 31, 2016.

· Decides how to allocate among short, intermediate and long duration issues and how much should be invested in U.S. government, corporate, mortgage-related, and foreign securities as well as derivative instruments relating to such securities. PIMCO uses analytical systems it has developed to help select securities that meet yield, duration, maturity, credit and other criteria.

· Chooses companies to invest in by carrying out a credit analysis of potential investments, which may include meetings or periodic contact with the company’s management.

PIMCO may also invest in derivatives based on debt securities and frequently uses futures contracts, forwards, swaps and option contracts (i.e., derivatives). In addition to the abovementioned derivatives, PIMCO may purchase and write put and call options on securities and CDS; purchase and sell interest rate futures contracts and options thereon; and enter into interest rate, total return, interest rate index, currency exchange rate swap agreements, and purchase and sell options thereon. PIMCO may trade futures contracts and options on futures contracts not only on U.S. domestic markets, but also on non-U.S. exchanges. PIMCO may invest in forward commitments (i.e., securities that are purchased or sold with payment and delivery taking place in the future), such as when issued securities, and mortgage TBA, which are purchased to gain exposure to the mortgage market.

PIMCO may sell a holding when it fails to perform as expected or when other opportunities appear more attractive.

Western Asset managed portion: The debt instruments, including debt securities, in which this portion of the Fund invests include U.S. government and agency securities; corporate bonds and notes including zero coupon and payment-in-kind (“PIK”) securities; convertible securities; inflation-indexed securities; asset-backed and mortgage-backed securities such as stripped mortgage-backed securities and collateralized mortgage obligations; municipal securities; variable and floating rate debt securities; commercial paper and other short term investments; structured notes; loan participations and assignments; bank obligations; repurchase and reverse repurchase agreements.

This portion of the Fund may invest up to 25% of its assets in securities that are rated non-investment grade (high yield/high risk, sometimes called “junk bonds”) or if unrated, are of comparable quality as determined by Western Asset. However, Western Asset may continue to hold securities which have been downgraded which may cause this portion of the Fund to exceed that limit. This portion of the Fund may also invest up to 25% of its assets in securities issued by foreign companies, and obligations of foreign governments, agencies and supranational organizations, including those of emerging market countries. However, this portion of the Fund will not invest more than 20% of its assets in non-U.S. dollar denominated securities, including emerging markets. This portion of the Fund is limited to 20% of its assets in unhedged foreign currency exposure.

Generally, Western Asset expects the weighted average duration for its portion of the Fund to be within a range of 2.5 to 7 years. Duration is often used to measure a bond’s sensitivity to interest rates. The longer a fund’s duration, the more sensitive it is to interest rate risk. The shorter a fund’s duration, the less sensitive it is to interest rate risk. Duration is a mathematical measure of the average life of a bond that includes its yield, coupon, final maturity and call features. It is often used to measure the potential volatility of a bond’s price and is considered a more accurate measure than maturity of a bond’s sensitivity to changes in market (or nominal) interest rates. The weighted average duration for this portion of the Fund may fall outside of its expected range due to market movements. If this occurs, Western Asset will take action to bring weighted average duration for its portion of the Fund back within the expected range within a reasonable period of time. In determining the target duration for its portion of the Fund, Western Asset considers domestic and international macroeconomic factors including the yield curve, inflation expectations, the general outlook for global interest rates, currencies, and monetary and fiscal policy.

When selecting securities, Western Asset employs a team-oriented investment process which considers sector allocation, issue selection, duration exposure, term structure weighting and country/currency allocations. Western Asset then seeks sectors within the market which provide relative opportunities for outperformance. In selecting issuers, Western Asset uses a bottom-up process which seeks to find undervalued securities. Western Asset assesses relevant credit characteristics at the issuer and industry levels. In assessing these characteristics, Western Asset may consider earnings and cash flow projections and/or credit scenario analyses, and often meets with management of specific issuers.

Western Asset may sell a holding when it fails to perform as expected or when other opportunities appear more attractive.

Principal Risks:


· Active Management Risk	· Interest Rate Risk
· Convertible Securities Risk	· Issuer Risk
· Credit Risk	· Leverage Risk
· Currency Risk	· Liquidity Risk
· Debt Securities Risk	· Market and Regulatory Risk
· Derivatives Risk	· Mortgage-Related and Other Asset-Backed Securities Risk
· Emerging Markets Risk	· Options Risk
· Foreign Markets Risk	· Price Volatility Risk
· Forwards and Futures Contracts Risk	· Swap Agreements Risk
· High Yield or “Junk” Securities Risk	· U.S. Government Securities Risk
· Inflation-Indexed Debt Securities Risk

PF Short Duration Bond Fund

Investment Goal

This Fund seeks current income; capital appreciation is of secondary importance.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in debt securities (including derivatives on such securities). Normally the Fund will focus on high quality, investment grade securities. Generally, the sub-adviser expects to track duration of the Barclays 1-3 Year U.S. Government/Credit Bond Index (plus or minus a half-year), which was 1.80 years as of March 31, 2016, although the securities held may have short, intermediate, and long terms to maturity (the period of time until final payment is due). In addition to making active sector allocation and security selection decisions, the sub-adviser also monitors Fund duration as part of its management of this Fund. The Fund’s weighted average duration will not likely exceed 3 years. Duration is a mathematical measure of the average life of a bond that includes its yield, coupon, final maturity and call features. It’s often used to measure the potential volatility of a bond’s price, and is considered a more accurate measure than maturity of a bond’s sensitivity to changes in market interest rates. The longer a fund’s duration, the more sensitive it is to interest rate risk. The shorter a fund’s duration, the less sensitive it is to interest rate risk.

The sub-adviser intends to invest principally in U.S. government and agency securities, mortgage-related securities, asset-backed securities, corporate debt securities and derivatives thereof, money market instruments, and repurchase agreements collateralized by U.S. government securities. U.S. government securities include U.S. Treasury securities and securities issued or guaranteed by U.S. government agencies or instrumentalities. Mortgage-related securities include mortgage pass-through securities, asset-backed securities, mortgage certificates, collateralized mortgage obligations, stripped mortgage-backed securities, and mortgage dollar rolls. Mortgage-related securities may be government securities or non-government securities and may be based on or collateralized by fixed or adjustable rate mortgage loans or securities. The Fund may invest up to 55% of its assets in investment grade corporate debt securities, including derivatives thereof. The Fund may invest up to 15% of its assets in foreign debt denominated in U.S. dollars.

Within this broad structure, investment decisions reflect the sub-adviser’s outlook for interest rates and the economy as well as the prices and yields of the various securities.

The sub-adviser uses futures contracts, forwards and swaps (i.e., derivatives). Government futures contracts are purchased and sold to adjust interest rate exposure (duration) and replicate government bond positions. Money market futures contracts, such as eurodollar futures contracts, are used to adjust interest rate exposure to short-term interest rates. Foreign currency futures contracts or forwards are sold to hedge against currency fluctuations. Interest rate swaps are used to adjust interest rate exposures and/or as a substitute for the physical security. Long swap positions (which receive fixed income streams from the counterparty) increase exposure to long-term rates and short swap positions (which pay a fixed income stream to the counterparty) decrease exposure to long-term interest rates.

Principal Risks:


· Active Management Risk	· Leverage Risk
· Credit Risk	· Liquidity Risk
· Debt Securities Risk	· Market and Regulatory Risk
· Derivatives Risk	· Mortgage-Related and Other Asset-Backed Securities Risk

· Foreign Markets Risk	· Price Volatility Risk
· Forwards and Futures Contracts Risk	· Swap Agreements Risk
· Interest Rate Risk	· U.S. Government Securities Risk
· Issuer Risk

PF Emerging Markets Debt Fund

Investment Goal

This Fund seeks to maximize total return consistent with prudent investment management.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in debt instruments that are economically tied to emerging market countries, which may be represented by instruments such as derivatives. These instruments may be issued by governments (sovereigns), government-guaranteed or majority government-owned entities (quasi-sovereigns), government agencies and instrumentalities and corporate issuers and may be denominated in any currency, including the local currency of the issuer. The sub-adviser considers emerging market countries to include any country included by the International Monetary Fund in its list of Emerging and Developing Economies, any country which is considered a low-income, lower-middle-income or upper-middle-income economy by the World Bank, and all countries represented in any widely-recognized index of emerging market securities. A sovereign is considered to be an emerging market government. A quasi-sovereign is considered to be an entity fully guaranteed by a sovereign or more than 50% directly or indirectly owned by a sovereign.

sovereign or quasi-sovereign and is either domiciled in, or derives at least 50% of its revenues in or from, one or more emerging market countries. Also, if the Fund invests over 25% of its net assets in instruments denominated in a single currency other than the U.S. dollar or the euro, it will hedge into U.S. dollars or the euro the portion of the Fund’s exposure to the single currency that exceeds 25% of the Fund’s net assets.

The Fund’s top five risk exposures by country and their approximate percentage of the Fund’s net assets as of March 31, 2016 (as determined by a third party that is not affiliated with the Fund or its Investment Adviser) were: Brazil 11.6%, Mexico 6.3%, Venezuela 5.8%, Kazakhstan 5.2% and Colombia 4.7%. In making this determination, the third party uses factors such as reporting currency, sales/revenue, and the location of management of each issuer. Although the country of risk may not be exclusive to one country for an issuer, as there may be other countries of risk to which an issuer is exposed, the third party source identifies only one country of risk per issuer, although the country identified is expected to be the primary country of risk for that issuer. (An issuer is generally subject to greater country risk based on where it is economically tied rather than where it is formed or incorporated.) For purposes of the Fund’s investments, the sub-adviser determines the country(ies) to which an issuer is economically tied (and thus subject to general country risk) based on one or more of the following criteria: (i) the issuer or guarantor of the security is organized under the laws of, or maintains its principal place of business in, such country; (ii) the currency of settlement of the security is the currency of such country; (iii) the principal trading market for the security is in such country; (iv) during the issuer’s most recent fiscal year, it derived at least 50% of its revenues or profits from goods produced or sold, investments made, or services performed in such country or has at least 50% of its assets in that country; or (v) the issuer is included in an index that is representative of that country. In the event that an issuer is considered by the sub-adviser to be economically tied to more than one country based on these criteria (for example, where the issuer is organized under the laws of one country but derives at least 50% of its revenues or profits from goods produced or sold in another country), the sub-adviser may classify the issuer as being economically tied to any country that meets the above criteria in its discretion based on an assessment of the relevant facts and circumstances. Given the difference in criteria that may be used by the third party source and the sub-adviser to determine country of risk exposures, the Fund’s top five risk exposures by country listed above could be different if provided by the sub-adviser.

Duration is often used to measure a bond’s sensitivity to interest rates. The longer a fund’s duration, the more sensitive it is to interest rate risk. The shorter a fund’s duration, the less sensitive it is to interest rate risk. The weighted average effective duration provides a measure of the Fund’s interest rate sensitivity and is a mathematical measure of the average life of a bond that includes its yield, coupon, final maturity and call features. It’s often used to measure the potential volatility of a bond’s price, and is considered a more accurate measure than maturity of a bond’s sensitivity to changes in market interest rates. The weighted average is the sum of the multiplication of each instrument’s duration by its exposure in the Fund. When selecting investments, the sub-adviser:

· Decides what duration to maintain. The Fund will normally maintain a weighted average duration of between 2 and 10 years.

· Decides how to allocate among short, intermediate and long duration issues and can use various types of instruments to manage the Fund’s duration.

The sub-adviser may use forwards (such as deliverable and non-deliverable currency forwards), swaps (including but not limited to total return, credit default, interest rate and currency swaps) and futures contracts. Forwards, futures contracts and swaps may be purchased or sold to gain or increase exposure to various markets, to shift exposure to foreign currency fluctuations from one country to another, for efficient portfolio management purposes and/or to hedge against market fluctuations. For example, currency forwards may be used to increase or decrease exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. These derivatives may also be used to attempt to reduce certain risks, hedge existing positions, adjust certain characteristics of the Fund and gain exposure to particular assets as a substitute for direct investment in the assets.

The Fund may invest up to 25% of its assets in repurchase and reverse repurchase agreement transactions (not including overnight cash management transactions).

The sub-adviser uses a top-down asset allocation approach in selecting investments for the Fund. In determining the weighting of countries and regions that the sub-adviser believes has potential to outperform over time, the sub-adviser considers and evaluates global factors such as liquidity, currencies of the G3 (i.e., the world’s three leading economic blocs — the U.S., Japan and the European Union) and the general level of risk aversion. The sub-adviser also analyzes individual emerging countries and companies, including the effects of the global factors on ability and willingness to service debt and the local fiscal position, currency, interest rates and trade and other economic data. Currency and interest rate exposures within and among individual countries are explicitly evaluated and fundamentals such as growth prospects, balance of payments dynamics, creditworthiness, potential effect of commodity price movements, local politics, and local and external investor sentiment are analyzed. The sub-adviser will also evaluate individual investments based upon factors such as liquidity, market positioning, yield curve and duration.

The sub-adviser may sell a holding at its sole discretion including for example when it fails to perform as expected or when other opportunities appear more attractive.

Principal Risks:


· Active Management Risk	· High Yield/High Risk or “Junk” Securities Risk
· Credit Risk	· Interest Rate Risk
· Currency Risk	· Issuer Risk
· Debt Securities Risk	· Leverage Risk


· Derivatives Risk	· Liquidity Risk
· Emerging Markets Risk	· Market and Regulatory Risk
· Foreign Markets Risk	· Price Volatility Risk
· Forwards and Futures Contracts Risk	· Swap Agreements Risk
· Geographic Focus Risk

PF Comstock Fund

Investment Goal

This Fund seeks long-term growth of capital.

Principal Investment Strategies

This Fund invests its assets in equity securities. The sub-adviser generally expects to invest primarily in common stocks. The sub-adviser focuses primarily on the security’s potential for capital growth and income, emphasizing a value style of investing, seeking well-established, undervalued companies, which may be medium or large-sized companies.

The Fund may invest up to 25% of its assets in securities of foreign issuers, including ADRs, EDRs, GDRs and those in emerging market countries.

The sub-adviser may use foreign currency forwards, which are sold to hedge against currency fluctuations.

Principal Risks:


· Active Management Risk	· Issuer Risk
· Currency Risk	· Large-Capitalization Companies Risk
· Derivatives Risk	· Leverage Risk
· Emerging Markets Risk	· Market and Regulatory Risk
· Equity Securities Risk	· Mid-Capitalization Companies Risk
· Foreign Markets Risk	· Price Volatility Risk
· Forward Commitments Risk	· Value Companies Risk

PF Growth Fund

Investment Goal

This Fund seeks long-term growth of capital.

Principal Investment Strategies

This Fund normally invests primarily in common stocks. The sub-adviser focuses on investing the Fund’s assets in the stocks of companies it believes to have above average earnings growth potential compared to other companies (also called growth companies). Growth companies tend to have stock prices that are high relative to their earnings, dividends, book value, or other financial measures. The sub-adviser primarily invests in companies with large capitalizations and may also invest in mid-capitalization companies.

The Fund may invest up to 25% of its assets in foreign securities.

The sub-adviser may sell a holding for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into opportunities believed to be more promising, among others.

Principal Risks:


· Active Management Risk	· Large-Capitalization Companies Risk
· Currency Risk	· Liquidity Risk
· Equity Securities Risk	· Market and Regulatory Risk
· Foreign Markets Risk	· Mid-Capitalization Companies Risk
· Growth Companies Risk	· Price Volatility Risk
· Issuer Risk

PF Large-Cap Growth Fund

Investment Goal

This Fund seeks long-term growth of capital; current income is of secondary importance.

Principal Investment Strategies

The Fund may also invest up to 20% of its assets in foreign securities of any capitalization size, including in emerging market countries.

In selecting securities, the sub-adviser seeks to invest in companies that possess dominant market positions or franchises, a major technological edge, or a unique competitive advantage. To seek to achieve this goal, the sub-adviser will consider a company’s earnings revision trends, expected earnings growth rates, sales acceleration, price earnings multiples and positive stock price momentum. The sub-adviser may sell a holding when it appreciates to a stated target, it fails to perform as expected or when other opportunities appear more attractive.

Principal Risks:


· Active Management Risk	· Large-Capitalization Companies Risk
· Currency Risk	· Liquidity Risk
· Emerging Markets Risk	· Market and Regulatory Risk

· Equity Securities Risk · Foreign Markets Risk · Growth Companies Risk · Issuer Risk	· Mid-Capitalization Companies Risk · Price Volatility Risk · Small-Capitalization Companies Risk

PF Large-Cap Value Fund

Investment Goal

This Fund seeks long-term growth of capital; current income is of secondary importance.

Principal Investment Strategies

The sub-adviser looks for companies it believes are undervalued. Undervalued companies may be fundamentally strong, but not fully recognized by investors. Their shares could be good investments because the sub-adviser believes their prices do not reflect the true value of the company. The sub-adviser employs fundamental analysis to analyze each company in detail, evaluating its management, strategy and competitive market position.

In selecting individual companies for investment, the sub-adviser looks for:

· share prices that appear to be temporarily oversold or do not reflect positive company developments.

· companies that appear to be undervalued, particularly if all the parts of the company were valued separately and added together.

· special situations including corporate events, changes in management, regulatory changes or turnaround situations.

· company-specific items such as competitive market position, competitive products and services, experienced management team and stable financial condition.

Principal Risks:


· Active Management Risk	· Issuer Risk
· Currency Risk	· Large-Capitalization Companies Risk
· Emerging Markets Risk	· Market and Regulatory Risk
· Equity Securities Risk	· Price Volatility Risk
· Foreign Markets Risk	· Value Companies Risk

PF Main Street^{^®} Core Fund

Investment Goal

This Fund seeks long-term growth of capital and income.

Principal Investment Strategies

The sub-adviser uses fundamental research and quantitative models to select securities for the Fund, which is comprised of both growth and value stocks. While the process may change over time or vary in particular cases, in general the selection process currently uses:

· a fundamental approach in analyzing issuers on factors such as a company’s financial performance and prospects, position in the industry, and strength of business model and management. The sub-adviser may also consider an industry’s outlook, market trends and general economic conditions.

· quantitative models to rank securities within each sector to identify potential buy and sell candidates for further fundamental analysis. A number of company-specific factors are analyzed in constructing the models, including valuation, fundamentals and momentum.

Portfolio Construction – the Fund is constructed and regularly monitored based upon several analytical tools, including quantitative investment models.

The sub-adviser seeks to maintain a broadly diversified portfolio across all major economic sectors by applying investment parameters for both sector and position size.

The sub-adviser will consider selling securities when:

· the stock price is approaching a target price set by the sub-adviser;

· the company’s competitive position deteriorates;

· the sub-adviser is not confident about the company’s management or decisions; or

· the sub-adviser has identified alternative investment opportunities it believes are more attractive.

Principal Risks


· Active Management Risk	· Market and Regulatory Risk
· Equity Securities Risk	· Mid-Capitalization Companies Risk
· Growth Companies Risk	· Price Volatility Risk
· Issuer Risk	· Value Companies Risk
· Large-Capitalization Companies Risk

PF Mid-Cap Equity Fund

Investment Goal

This Fund seeks capital appreciation.

Principal Investment Strategies

The Fund will invest primarily in securities of U.S. companies, but may invest up to 20% of its assets in securities of foreign companies, including through American Depositary Receipts (“ADRs”).

The sub-adviser seeks to invest in the securities of companies that are expected to benefit from macroeconomic or company-specific factors, and that are attractively priced relative to their fundamentals. In making investment decisions, the sub-adviser considers fundamental factors such as cash flow, financial strength, profitability, statistical valuation measures, potential or actual catalysts that could move the share price, accounting practices, management quality, risk factors such as litigation, the estimated fair value of the company, general economic and industry conditions, and additional information as appropriate.

The sub-adviser may sell a holding when it appreciates to a stated target, it fails to perform as expected or when other opportunities appear more attractive.

Principal Risks



· Active Management Risk	· Issuer Risk
· Currency Risk	· Market and Regulatory Risk
· Equity Securities Risk	· Mid-Capitalization Companies Risk



· Foreign Markets Risk	· Price Volatility Risk

· Growth Companies Risk	· Value Companies Risk

PF Mid-Cap Growth Fund

Investment Goal

This Fund seeks long-term growth of capital.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in securities of companies with medium market capitalizations. The sub-adviser generally considers a company to be a mid-capitalization company if the company has a market capitalization range within the Russell Midcap Growth Index. As of March 31, 2016, the market capitalization range for the Russell Midcap Growth Index was approximately $169.3 million to $29.9 billion. As of March 31, 2016, the weighted average market capitalization of the Fund was approximately $10.7 billion. The Fund invests primarily in “growth” stocks. The Fund’s holdings tend to be allocated across a spectrum of medium market capitalization growth companies comprised of three major categories: greenfield growth (companies that possess innovative products or services that the sub-adviser believes have the potential to turn into solid growth companies over the longer term); stable growth (companies that the sub-adviser believes are well-managed, have durable business models and are producing moderate and reliable earnings growth but that are not the fastest growth companies in the marketplace); and unrecognized growth (companies, in the sub-adviser’s view, whose future growth prospects are either distrusted or misunderstood, or whose growth has slowed from historical levels but still have the potential to deliver or reassert growth).

Principal Risks:


· Active Management Risk	· Market and Regulatory Risk
· Equity Securities Risk	· Mid-Capitalization Companies Risk
· Growth Companies Risk	· Price Volatility Risk
· Issuer Risk

PF Mid-Cap Value Fund

Investment Goal

This Fund seeks long-term growth of capital.

Principal Investment Strategies

In selecting investments for the Fund, the sub-adviser examines various factors in determining the value characteristics of an issuer, including price-to-book-value ratios and price-to-earnings ratios. These value characteristics are examined in the context of the issuer’s operating and financial fundamentals, such as return on equity, earnings growth and cash flow. The sub-adviser also selects securities for the Fund based on a continuous study of trends in industries and companies, including the anticipated stability of earnings.

The sub-adviser may sell a holding when it appreciates to a stated target, it fails to perform as expected or when other opportunities appear more attractive.

Principal Risks:


· Active Management Risk	· Market and Regulatory Risk
· Equity Initial Public Offering (“IPO”) Risk	· Mid-Capitalization Companies Risk
· Equity Securities Risk	· Price Volatility Risk
· Foreign Markets Risk	· Value Companies Risk

100


· Issuer Risk

PF Small-Cap Growth Fund

Investment Goal

This Fund seeks long-term growth of capital.

Principal Investment Strategies

The Fund invests primarily in common stocks that the sub-adviser believes to be of companies demonstrating above-average, long-term growth potential. The sub-adviser seeks to identify companies that it believes are strongly positioned in the developing growth phase, which it defines as the period of swift development after a company’s startup phase when growth occurs at a typically much more rapid rate than that of established companies in their mature years. The sub-adviser may sell a holding when it reaches a target price, fails to perform as expected or when other opportunities appear more attractive.

Principal Risks:


· Active Management Risk	· Issuer Risk
· Emerging Markets Risk	· Liquidity Risk
· Equity Securities Risk	· Market and Regulatory Risk
· Foreign Markets Risk	· Price Volatility Risk
· Growth Companies Risk	· Small-Capitalization Companies Risk

PF Small-Cap Value Fund

Investment Goal

This Fund seeks long-term growth of capital.

Principal Investment Strategies

The sub-adviser seeks to identify companies that are undervalued versus their long-term earnings potential in selecting investments for the Fund. The sub-adviser considers selling a holding when any of the factors leading to its purchase materially changes or when a more attractive candidate is identified, including when an alternative stock with strong fundamentals demonstrates a lower price-to-longer term earnings ratio, a higher dividend yield or other favorable qualitative metrics.

Principal Risks:


· Active Management Risk	· Liquidity Risk
· Currency Risk	· Market and Regulatory Risk
· Emerging Markets Risk	· Price Volatility Risk

· Equity Securities Risk	· Small-Capitalization Companies Risk
· Foreign Markets Risk	· Value Companies Risk
· Issuer Risk

PF Emerging Markets Fund

Investment Goal

This Fund seeks long-term growth of capital.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in securities (including ADRs) of companies whose principal activities are conducted in countries that are generally regarded as emerging market countries. This also includes companies that the sub-adviser determines to be economically tied to an emerging market country. Emerging market countries are typically less developed economically than industrialized countries and may offer high growth potential as well as considerable investment risk. Generally, the sub-adviser may consider countries to be emerging market countries if they are included in any one of the Morgan Stanley Capital Index

101

emerging markets indices, classified as a developing or emerging market, or classified under a similar or corresponding classification by organizations such as the World Bank and the International Monetary Fund, or have economies, industries and stock markets with similar characteristics. Under normal market conditions, the sub-adviser expects to invest in securities of issuers in at least three emerging market countries. The Fund principally invests in common stock and other equity securities. The Fund may invest in different capitalization ranges in any emerging market country.

The Fund may invest a relatively high percentage of its assets in securities of issuers in a single country, a small number of countries, or a particular geographic region. However, under normal market conditions, the Fund generally expects to invest in a number of different non-U.S. countries. The Fund’s top five risk exposures by country and their approximate percentage of the Fund’s net assets as of March 31, 2016 (as determined by a third party that is not affiliated with the Fund or its Investment Adviser) were: China 23.9%, India 14.9%, Russia 7.8%, Hong Kong 6.6% and United States 6.4%. In making this determination, the third party uses factors such as reporting currency, sales/revenue, and the location of management of each issuer. Although the country of risk may not be exclusive to one country for an issuer, as there may be other countries of risk to which an issuer is exposed, the third party source identifies only one country of risk per issuer, although the country identified is expected to be the primary country of risk for that issuer. (An issuer is generally subject to greater country risk based on where it is economically tied rather than where it is formed or incorporated.) For purposes of the Fund’s investments, the sub-adviser determines the country(ies) to which an issuer is economically tied (and thus subject to general country risk) based on one or more of the following criteria: (i) the issuer or guarantor of the security is organized under the laws of, or maintains its principal place of business in, such country; (ii) the currency of settlement of the security is the currency of such country; (iii) the principal trading market for the security is in such country; (iv) during the issuer’s most recent fiscal year, it derived at least 50% of its revenues or profits from goods produced or sold, investments made, or services performed in such country or has at least 50% of its assets in that country; or (v) the issuer is included in an index that is representative of that country. In the event that an issuer may be considered to be economically tied to more than one country based on these criteria (for example, where the issuer is organized under the laws of one country but derives at least 50% of its revenues or profits from goods produced or sold in another country), the sub-adviser may classify the issuer in its discretion based on an assessment of the relevant facts and circumstances. Given the difference in criteria that may be used by the third party source and the sub-adviser to determine country of risk exposures, the Fund’s top five risk exposures by country listed above could be different if provided by the sub-adviser.

In selecting securities, the sub-adviser looks primarily for foreign companies in emerging markets with high growth potential. The sub-adviser uses fundamental analysis of a company’s financial statements, management structure, operations, product development and competitive position in its industry, and considers the special factors and risks of the country in which the issuer operates. In seeking broad diversification of the Fund, the sub-adviser currently searches for companies:

· with different capitalization ranges with strong market positions and the ability to take advantage of barriers to competition in their industry, such as high start-up costs;

· with management that has a proven record;

· entering into a growth cycle (new or established companies);

· with the potential to withstand high market volatility;

· with strong earnings growth whose stock is selling at a reasonable price; and/or

· that possess reasonable valuations.

In applying these and other selection criteria, the sub-adviser considers the effect of worldwide trends on the growth of various business sectors, and looks for companies that may benefit from four main global trends: development of new technologies, corporate restructuring, the growth of mass affluence and demographic changes. This strategy may change over time.

The Fund may seek to take advantage of changes in the business cycle by investing in companies that are sensitive to those changes if the sub-adviser believes they have growth potential. The Fund may try to take advantage of short-term market movements or events affecting particular issuers or industries. At times, the Fund might increase the relative emphasis of its investments in a particular industry or group of industries or in a particular region of the world.

The sub-adviser monitors individual issuers for changes in the factors above, which may trigger a decision to sell a security.

Principal Risks:


· Active Management Risk	· Issuer Risk
· Currency Risk	· Large-Capitalization Companies Risk
· Emerging Markets Risk	· Liquidity Risk
· Equity Securities Risk	· Market and Regulatory Risk
· Foreign Markets Risk	· Mid-Capitalization Companies Risk
· Geographic Focus Risk	· Price Volatility Risk
· Growth Companies Risk	· Small-Capitalization Companies Risk

PF International Large-Cap Fund

Investment Goal

This Fund seeks long-term growth of capital.

102

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in securities of companies with large market capitalizations. The sub-adviser considers a company to have a large market capitalization if it is within the range of the Fund’s current benchmark index, the MSCI EAFE Index (Net). As of March 31, 2016, the market capitalization range for the MSCI EAFE Index (Net) was approximately $821.6 million to $239.2 billion. As of March 31, 2016, the weighted average market capitalization of the Fund was approximately $61.1 billion.

The Fund invests primarily in common stocks and depositary receipts of foreign issuers, including up to 25% in emerging market countries.

The Fund may invest a high percentage of its assets in securities of issuers in a single country, a small number of countries, or a particular geographic region. However, under normal market conditions, the Fund generally expects to invest in a number of different non-U.S. countries. The Fund’s top five risk exposures by country and their approximate percentage of the Fund’s net assets as of March 31, 2016 (as determined by a third party that is not affiliated with the Fund or its Investment Adviser) were: United Kingdom 17.9%, France 15.2%, Japan 12.8%, Switzerland 12.6% and Germany 10.6%. In making this determination, the third party uses factors such as reporting currency, sales/revenue, and the location of management of each issuer. Although the country of risk may not be exclusive to one country for an issuer, as there may be other countries of risk to which an issuer is exposed, the third party source identifies only one country of risk per issuer, although the country identified is expected to be the primary country of risk for that issuer. (An issuer is generally subject to greater country risk based on where it is economically tied rather than where it is formed or incorporated.) For purposes of the Fund’s investments, the sub-adviser determines the country(ies) to which an issuer is economically tied (and thus subject to general country risk) based on one or more of the following criteria: (i) the issuer is organized under the laws of, and maintains a principal office in, that country, (ii) the issuer has its principal securities trading market in that country, (iii) the issuer derives at least 50% of its revenues or profits from goods produced or sold, investments made or services performed in that country, (iv) the issuer has at least 50% of its assets in that country, (v) the issuer is included in an index that is representative of that country, or (vi) the security is issued or guaranteed by the government of that country or any of its agencies, authorities or instrumentalities. In the event that an issuer is considered by the sub-adviser to be economically tied to more than one country based on these criteria (for example, where the issuer is organized under the laws of one country but derives at least 50% of its revenues or profits from goods produced or sold in another country), the sub-adviser may classify the issuer as being economically tied to any country that meets the above criteria in its discretion based on an assessment of the relevant facts and circumstances. Given the difference in criteria that may be used by the third party source and the sub-adviser to determine country of risk exposures, the Fund’s top five risk exposures by country listed above could be different if provided by the sub-adviser.

The sub-adviser is not limited to any particular investment style. The sub-adviser may invest the Fund’s assets in the stocks of companies that it believes have above average earnings growth potential compared to other companies (growth companies), in the stocks of companies that it believes are undervalued compared to their perceived worth (value companies), or in a combination of growth and value companies.

The sub-adviser uses a bottom-up investment approach to buying and selling investments for the Fund. Investments are selected primarily based on fundamental analysis of individual issuers and their potential in light of their financial condition, and market, economic, political, and regulatory conditions. Factors considered may include analysis of an issuer’s earnings, cash flows, competitive position, and management ability. Quantitative analysis of an issuer’s valuation, price and earnings momentum, earnings quality, and other factors may also be considered.

The sub-adviser may sell a holding for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into opportunities believed to be more promising, among others.

Principal Risks:


· Active Management Risk	· Issuer Risk
· Currency Risk	· Large-Capitalization Companies Risk
· Emerging Markets Risk	· Liquidity Risk
· Equity Securities Risk	· Market and Regulatory Risk
· Foreign Markets Risk	· Price Volatility Risk
· Geographic Focus Risk	· Value Companies Risk
· Growth Companies Risk

PF International Small-Cap Fund

Investment Goal

This Fund seeks long-term growth of capital.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in securities of companies with small market capitalizations. The fund invests principally in common stock or preferred stock of foreign issuers and U.S.-registered equity securities of foreign issuers. Generally, these issuers are located in developed, foreign countries. The sub-adviser generally considers a company to be a small-capitalization company if the company has a market capitalization in the range of approximately $50 million to $2 billion or in the range represented by the S&P Developed Ex-U.S. Small-Cap Index. As of March 31, 2016, the S&P Developed Ex-U.S. Small-Cap Index capitalization range was approximately $21.0 million to $14.2 billion. As of March 31, 2016, the weighted average market capitalization of the Fund was approximately $2.6 billion. Under normal conditions, the Fund invests in excess of 200 companies and generally expects to invest a significant amount of its assets in about the same number of non-U.S. countries as its benchmark index (which is comprised of developed countries outside the U.S.).

103

The Fund may invest a relatively high percentage of its assets in securities of issuers in a single country, a small number of countries, or a particular geographic region. However, under normal market conditions, the Fund generally expects to invest in a number of different non-U.S. countries. The Fund’s top five risk exposures by country and their approximate percentage of the Fund’s net assets as of March 31, 2016 (as determined by a third party that is not affiliated with the Fund or its Investment Adviser) were: Japan 23.5%, United Kingdom 15.5%, France 7.0%, Switzerland 6.7% and Germany 6.4%. In making this determination, the third party uses factors such as reporting currency, sales/revenue, and the location of management of each issuer. Although the country of risk may not be exclusive to one country for an issuer, as there may be other countries of risk to which an issuer is exposed, the third party source identifies only one country of risk per issuer, although the country identified is expected to be the primary country of risk for that issuer. (An issuer is generally subject to greater country risk based on where it is economically tied rather than where it is formed or incorporated.) For purposes of the Fund’s investments, the sub-adviser determines the country(ies) to which an issuer is economically tied (and thus subject to general country risk) based on one or more of the following criteria: (i) is organized under the law of, and maintains a principal office in, that country, (ii) has its principal securities trading market in that country, (iii) is included in an index that is representative of that country, (iv) derives at least 50% of its revenues or profits from goods produced or sold, investments made or services performed in that country, or (v) has at least 50% of its assets in that country. In the event that an issuer is considered by the sub-adviser to be economically tied to more than one country based on these criteria (for example, where the issuer is organized under the laws of one country but derives at least 50% of its revenues or profits from goods produced or sold in another country), the sub-adviser may classify the issuer as being economically tied to any country that meets the above criteria in its discretion based on an assessment of the relevant facts and circumstances. While these criteria are intended to identify the country(ies) to which an issuer is economically tied at any given time, this process relies on the sub-adviser’s judgment to interpret certain criteria and on facts and circumstances that may change. Given the difference in criteria that may be used by the third party source and the sub-adviser to determine country of risk exposures, the Fund’s top five risk exposures by country listed above could be different if provided by the sub-adviser.

In selecting securities, the sub-adviser uses a bottom-up, quantitative strategy based on fundamental principles to invest in opportunities often omitted from the Morgan Stanley Capital International (“MSCI”) Europe, Australasia and Far East (“EAFE”) Index (Net) mandates. This strategy is based in part on earnings growth, value, cash flow, expectations and technical measures. The strategy is customized by sector/region. Region allocation is determined using a proprietary model that ranks each region’s investment outlook based on bottom-up stock analysis. Regions ranked the highest may be targeted for overweighted exposure versus the S&P Developed Ex-U.S. SmallCap Index, while those ranked the lowest may be targeted as underweights. Region exposures are generally targeted within plus or minus 5% of the weights in that index.

The sub-adviser uses a disciplined process to rank stocks and may sell a holding when its ranking has deteriorated relative to other securities in the investment universe.

Principal Risks:


· Active Management Risk	· Issuer Risk
· Currency Risk	· Leverage Risk
· Derivatives Risk	· Liquidity Risk
· Equity Securities Risk	· Market and Regulatory Risk
· Foreign Markets Risk	· Model and Data Risk
· Forward Commitments Risk	· Price Volatility Risk
· Geographic Focus Risk	· Small-Capitalization Companies Risk

PF International Value Fund

Investment Goal

Principal Investment Strategies

104

adviser determines the country(ies) to which an issuer is economically tied (and thus subject to general country risk) based on one or more of the following criteria: (i) is organized under the law of, and maintains a principal office in, that country, (ii) has its principal securities trading market in that country, (iii) derives at least 50% of its revenues or profits from goods produced or sold, investments made or services performed in that country, or (iv) has at least 50% of its assets in that country. In the event that an issuer is considered by the sub-adviser to be economically tied to more than one country based on these criteria (for example, where the issuer is organized under the laws of one country but derives at least 50% of its revenues or profits from goods produced or sold in another country), the sub-adviser may classify the issuer as being economically tied to any country that meets the above criteria in its discretion based on an assessment of the relevant facts and circumstances. Given the difference in criteria that may be used by the third party source and the sub-adviser to determine country of risk exposures, the Fund’s top five risk exposures by country listed above could be different if provided by the sub-adviser.

In selecting investments for the Fund, the sub-adviser uses its fundamental research to identify companies whose long-term earnings power it believes is not reflected in the current market price of their securities. In addition to employing fundamental research to identify portfolio securities, the sub-adviser manages the Fund’s currency exposures. The sub-adviser may use currency forwards to gain or increase exposure to various currency markets, including for the purpose of managing the Fund’s currency exposures relative to its benchmark’s currency exposures.

The sub-adviser may sell a holding when it appreciates to a stated target, it fails to perform as expected or when other opportunities appear more attractive.

Principal Risks:


· Active Management Risk	· Issuer Risk
· Currency Risk	· Large-Capitalization Companies Risk
· Derivatives Risk	· Leverage Risk
· Equity Securities Risk	· Market and Regulatory Risk
· Foreign Markets Risk	· Price Volatility Risk
· Forward Commitments Risk	· Value Companies Risk
· Geographic Focus Risk

PF Real Estate Fund

Investment Goal

This Fund seeks current income and long-term capital appreciation.

Principal Investment Strategies

A company is considered to be in the U.S. real estate industry if it meets the following tests: (1) a company is considered to be from the United States (i) if its securities are traded on a recognized stock exchange in the United States, (ii) if alone or on a consolidated basis it derives 50% or more of its annual revenues from either goods produced, sales made or services performed in the United States or (iii) if it is organized or has a principal office in the United States; and (2) a company is considered to be in the real estate or related industries if it (i) derives at least 50% of its revenues or profits from the ownership, construction, management, financing or sale of residential, commercial or industrial real estate, or (ii) has at least 50% of the fair market value of its assets invested in residential, commercial or industrial real estate.

The sub-adviser uses a combination of “top-down” and “bottom-up” investment processes. The “top-down” portion seeks diversified exposure to all major asset classes in the real estate and related industries, with an overweighting to property markets that offer the best relative valuation. The sub-adviser’s proprietary models drive the “bottom-up” value-driven approach for stock selection. The “bottom-up” research process strongly influences the sub-adviser’s perspective on which property markets it believes provide better relative value and growth prospects and, consequently, affects its decision to overweigh or underweight a given property market.

The Fund is classified as non-diversified, which means it may invest in a smaller number of issuers than a diversified fund.

Principal Risks:


· Active Management Risk	· Market and Regulatory Risk
· Equity Securities Risk	· Mid-Capitalization Companies Risk
· Industry Concentration Risk	· Non-Diversification Risk
· Issuer Risk	· Price Volatility Risk
· Large-Capitalization Companies Risk	· Real Estate Companies Risk
· Liquidity Risk	· Small-Capitalization Companies Risk

105

PF Absolute Return Fund

Investment Goal

This Fund seeks to provide total return.

Principal Investment Strategies

In managing the Fund, the sub-adviser employs a bottom-up credit analysis approach to its selection of Fund holdings, using fundamental credit analysis and research to seek to identify those securities and instruments that it believes have potential to provide high income and appreciate in value (in the case of long positions) or depreciate in value (in the case of short positions).

The sub-adviser may sell a holding when it meets a stated target, it fails to perform as expected or when other opportunities appear more attractive.

The Fund is classified as non-diversified, which means it may invest in a smaller number of issuers than a diversified fund.

Principal Risks:


· Active Management Risk	· Inflation-Indexed Debt Securities Risk
· Convertible Securities Risk	· Interest Rate Risk
· Correlation Risk	· Issuer Risk
· Credit Risk	· Leverage Risk
· Currency Risk	· Liquidity Risk
· Debt Securities Risk	· Market and Regulatory Risk
· Derivatives Risk	· Non-Diversification Risk
· Equity Securities Risk	· Options Risk
· Foreign Markets Risk	· Price Volatility Risk
· Forwards and Futures Contracts Risk	· Short Exposure Risk
· Geographic Focus Risk	· Short Sale Risk
· High Yield/High Risk or “Junk” Securities Risk	· Swap Agreements Risk

106

PF Currency Strategies Fund

Investment Goal

This Fund seeks to provide total return.

Principal Investment Strategies

PLFA, the investment adviser for the Fund, allocates the Fund’s assets between two sub-advisers: UBS Asset Management (Americas) Inc. (“UBS”) and Macro Currency Group (“MCG”). Each sub-adviser has its own investment style and manages its portion of the Fund independently from the other sub-adviser. PLFA may change the allocation between the sub-advisers at any time, in its judgment, to help seek to achieve the Fund’s investment goal.

The performance of the Fund is generally expected to have low to moderate correlation with the performance of traditional equity and debt investments over long-term periods. However, the actual performance of the Fund may be correlated with those traditional investments over short- or long-term periods. The Fund is generally intended to complement a balanced portfolio of traditional equity and debt investments as a means of seeking diversification and is not intended to be a complete investment program.

MCG managed portion: MCG identifies investment opportunities through the application of both quantitative and qualitative approaches. MCG manages a part of its portion of the Fund under a quantitative approach that is used for its longer term “systematic” strategy. MCG uses this systematic strategy to seek to capture longer-term fundamental shifts in currency movements (typically a twelve month horizon). MCG may purchase currency options to hedge against changes in currency values for this part of the portfolio’s currency exposure. MCG manages the other part of its portion of the Fund under a qualitative approach that is used for its shorter-term “discretionary” investment strategy. MCG uses this discretionary strategy to seek to identify and take advantage of macroeconomic themes that influence exchange rates within a shorter time horizon than the systematic strategy (typically a two week to six month horizon). Given the different time horizons, MCG anticipates potentially more trading activity for assets managed under the discretionary strategy than the systematic strategy. Both quantitative and qualitative approaches focus on identifying different factors that materially affect currency movements. MCG’s aim in using both strategies is to diversify the return stream generated by its currency investments while seeking to manage risk. MCG also applies a liquidity screen to all positions, favoring more liquid currency positions than those that are less liquid, in seeking to attain a high degree of liquidity within MCG’s portion of the Fund.

The Fund is classified as non-diversified, which means it may invest in a smaller number of issuers than a diversified fund.

Principal Risks:


· Active Management Risk	· Issuer Risk
· Correlation Risk	· Leverage Risk
· Credit Risk	· Liquidity Risk
· Currency Risk	· Market and Regulatory Risk
· Debt Securities Risk	· Non-Diversification Risk

107


· Derivatives Risk	· Options Risk
· Emerging Markets Risk	· Price Volatility Risk
· Foreign Markets Risk	· Short Exposure Risk

· Forward Commitments Risk	· U.S. Government Securities Risk
· Interest Rate Risk

PF Equity Long/Short Fund

Investment Goal

This Fund seeks capital appreciation.

Principal Investment Strategies

The sub-adviser uses the following set of economic indicators to select long and short investments for the Fund based on the sub-adviser’s global security selection and asset allocation models:

· Momentum indicators identify investments with strong recent performance.

· Quality indicators identify companies in good business health, including those with strong profitability and stable earnings.

In addition to these three main indicators, the sub-adviser may use a number of quantitative factors based on its proprietary research. The sub-adviser may add or modify the economic indicators employed in selecting investments from time to time.

The Fund is not designed to be market-neutral. The sub-adviser will seek to manage the Fund’s sensitivity to broad global market movements through the use of equity swaps, equity index futures and foreign currency forwards. The sub-adviser, on average, intends to target a portfolio beta (a measure of the Fund’s sensitivity to broad global market movements) of 0.5. The sub-adviser expects that the Fund’s target beta will typically range from 0.3 to 0.7, which indicates a moderate to high sensitivity to broad global market movements.

The Fund may, but is not required to, hedge exposure to foreign currencies using foreign currency forwards or futures contracts.

Principal Risks:


· Active Management Risk	· Market and Regulatory Risk

108


· Currency Risk	· Mid-Capitalization Companies Risk
· Derivatives Risk	· Model and Data Risk
· Equity Securities Risk	· Momentum Style Risk
· Foreign Markets Risk	· Price Volatility Risk
· Forwards and Futures Contracts Risk	· Short Exposure Risk
· Geographic Focus Risk	· Short Sale Risk
· Investment in Money Market Funds Risk	· Swap Agreements Risk
· Issuer Risk	· U.S. Government Securities Risk
· Large-Capitalization Companies Risk	· Value Companies Risk
· Leverage Risk

PF Global Absolute Return Fund

Investment Goal

This Fund seeks to provide total return.

Principal Investment Strategies

This Fund invests globally in multiple asset classes including sovereign debt, foreign currencies, and interest rates, among others, and it takes both long and short positions and seeks to generate returns through their appreciation (in the case of long investments) or depreciation (in the case of short investments) in value. For example, if the sub-adviser views a country’s growth prospects favorably, it will seek to identify long investment opportunities in that country for the Fund. Conversely, if the sub-adviser has a negative view of a country’s growth prospects, it may seek to identify short investment opportunities in that country for the Fund. The Fund may also enter into short positions to seek to hedge risks associated with the Fund’s long investment exposures. The Fund invests in securities, derivatives and other instruments to establish long and short investment exposures based on the sub-adviser’s view of the investment opportunities in a country. The Fund’s primary long and short investment exposures are government (“sovereign”) exposures, including sovereign debt, currencies, and investments relating to interest rates. The Fund may also invest in corporate debt of both foreign and domestic issuers, including banks. The Fund normally invests in multiple countries and is expected to have significant exposure to foreign currencies. However, the Fund may invest a significant portion of its assets in a single country, a small number of countries, or a particular geographic region, and typically a portion of the Fund’s assets will be invested in emerging market countries. The Fund normally invests at least 40% of its net assets in foreign investments which, in addition to the non-U.S. sovereign exposures described above, includes investments in securities issued by companies whose principal business activities are outside the United States.

The Fund may invest a relatively high percentage of its assets in securities of issuers in a single country, a small number of countries, or a particular geographic region. However, under normal market conditions, the Fund generally expects to invest in a number of different non-U.S. countries. The Fund’s top five risk exposures by country and their approximate percentage of the Fund’s net assets as of March 31, 2016 (as determined by a third party that is not affiliated with the Fund or its Investment Adviser) were: United States 14.1%, Serbia 8.6%, India 5.6%, Lebanon 5.2% and Ecuador 5.1%. In making this determination, the third party uses factors such as reporting currency, sales/revenue, and the location of management of each issuer. Although the country of risk may not be exclusive to one country for an issuer, as there may be other countries of risk to which an issuer is exposed, the third party source identifies only one country of risk per issuer, although the country identified is expected to be the primary country of risk for that issuer. (An issuer is generally subject to greater country risk based on where it is economically tied rather than where it is formed or incorporated.) For purposes of the Fund’s investments, the sub-adviser determines the country(ies) to which an issuer is economically tied (and thus subject to general country risk) based on one or more of the following criteria: (i) the issuer or guarantor of the security is organized under the laws of, or maintains its principal place of business in, such country; (ii) the currency of settlement of the security is the currency of such country; (iii) the principal trading market for the security is in such country; (iv) during the issuer’s most recent fiscal year, it derived at least 50% of its revenues or profits from goods produced or sold, investments made, or services performed in such country or has at least 50% of its assets in that country; or (v) the issuer is included in an index that is representative of that country. In the event that an issuer is considered by the sub-adviser to be economically tied to more than one country based on these criteria (for example, where the issuer is organized under the laws of one country but derives at least 50% of its revenues or profits from goods produced or sold in another country), the sub-adviser may classify the issuer as being economically tied to any country that meets the above criteria in its discretion based on an assessment of the relevant facts and circumstances. Given the difference in criteria that may be used by the third party source and the sub-adviser to determine country of risk exposures, the Fund’s top five risk exposures by country listed above could be different if provided by the sub-adviser.

The performance of the Fund is generally expected to have low to moderate correlation with the performance of traditional equity and debt investments over long-term periods. However, the actual performance of the Fund may be correlated with those traditional investments over short- or long-term periods. The Fund is generally intended to complement a balanced portfolio of traditional equity and debt investments as a means of seeking diversification and is not intended to be a complete investment program.

109

defined as income plus capital appreciation; to seek to hedge against fluctuations in securities prices, interest rates or currency exchange rates; to shift exposure to foreign currency fluctuations from one country to another; to change the effective duration of the Fund; to manage certain investment risks; and as a substitute for direct investment in any security or instrument in which the Fund may invest. The sub-adviser uses derivatives in a way that has a leveraging effect on the Fund. This means that the derivative positions may expose the Fund to potential gain or loss in an amount that exceeds the amount invested to establish or maintain the derivative contract, often by several times the value of the Fund’s assets. Because the Fund’s use of leverage may be significant, the Fund may be more volatile than many other funds.

The Fund is classified as non-diversified, which means it may invest in a smaller number of issuers than a diversified fund.

Principal Risks:


· Active Management Risk	· Interest Rate Risk
· Correlation Risk	· Issuer Risk
· Credit Risk	· Leverage Risk
· Currency Risk	· Liquidity Risk
· Debt Securities Risk	· Market and Regulatory Risk
· Derivatives Risk	· Non-Diversification Risk
· Emerging Markets Risk	· Options Risk
· Foreign Markets Risk	· Price Volatility Risk
· Forwards and Futures Contracts Risk	· Short Exposure Risk
· Geographic Focus Risk	· Short Sale Risk
· High Yield/High Risk or “Junk” Securities Risk	· Swap Agreements Risk
· Inflation-Indexed Debt Securities Risk	· U.S. Government Securities Risk

General Investment Information

Each Fund is subject to regulation under the Investment Company Act of 1940, as amended (“1940 Act”) and is classified as diversified under the 1940 Act, unless otherwise noted. Each Fund intends to qualify as a regulated investment company under the Internal Revenue Code of 1986 (“IRC”). Except for Pacific Funds Core Income, Pacific Funds Floating Rate Income, PF Floating Rate Loan Fund, Pacific Funds High Income, PF Emerging Markets Debt Fund, PF Mid-Cap Value Fund, PF Small-Cap Value Fund, PF International Small-Cap Fund, PF Absolute Return Fund, PF Currency Strategies Fund, PF Equity Long/Short Fund and PF Global Absolute Return Fund, a Fund’s stated investment goal is fundamental and cannot be changed without shareholder approval. Unless a particular investment policy is identified as fundamental in the SAI, the Trust’s board of trustees (“Board”) may change investment policies of a Fund without shareholder approval. Generally, there are changes to a Fund’s investment policies when an existing Manager is replaced, to reflect the new Manager’s investment style and practices.

110

International Small-Cap Fund and PF Equity Long/Short Fund. The Name Test Policy also applies at the time the Fund invests its assets and under normal circumstances, for example, a new Fund will be permitted to comply with the Name Test Policy within six months after commencing operations. The Name Test Policy is applied to a Fund’s net assets, plus the amount of any borrowings for investment purposes. A Fund may not change its Name Test Policy, if applicable, without notifying shareholders 60 days prior to the change. Other than for the Name Test Policy, if net assets are not specified, then percentage limits refer to total assets. Total assets are equal to the value of securities owned, cash, receivables, and other assets before deducting liabilities.

All Funds may engage in active and frequent trading which could result in higher trading costs and reduce performance, and may also increase a Fund’s realized capital gains or losses, which may affect the taxes you pay as a Fund shareholder. Changes to the target allocations or rebalancing of a fund of funds of the Trust that invest in the Funds can result in the transfer of assets from one Fund to another. To implement any allocation changes for a fund of funds (including periodic rebalancing, changes in Managers or their investment personnel, and reorganizations of Funds), the Funds may use or increase their use of derivatives, such as futures contracts, to obtain exposure to desired investments, subjecting these Funds to derivatives risk and leverage risk generally, along with risks specific to those derivatives. These changes, which occur without shareholder approval, may result in the sale of securities or other holdings, which can increase portfolio turnover and trading costs, potentially reducing a Fund’s performance. The portfolio turnover rate excludes the purchase and sale of certain investments such as most derivative instruments, investments made on shorter-term basis or instruments with a maturity of one year or less at the time of investment. Accordingly, a Fund that uses such instruments may have a higher portfolio turnover rate than as disclosed in its Fund summary. During the past fiscal year, the following Funds engaged in active and frequent trading (over 100% turnover of portfolio securities): PF Managed Bond Fund, PF Mid-Cap Equity Fund, PF Small-Cap Growth Fund, PF Absolute Return Fund and PF Global Absolute Return Fund. High portfolio turnover rates may cause the Fund to incur higher levels of brokerage fees and commissions, which may reduce performance, and may cause higher levels of current tax liability to shareholders in the Fund.

Unless otherwise noted, the Managers may make decisions or shift assets in a way that causes a Fund not to achieve its investment goal or otherwise deviate from its disclosed principal investment strategies. Unless otherwise noted, a Fund may take temporary defensive positions that are inconsistent with its investment strategies if the Manager believes adverse market, economic, political or other conditions make it appropriate to try to protect the Fund from potential loss, for redemptions, at start-up of a Fund, where the sub-adviser or co-sub-adviser of a Fund is no longer managing the Fund, or other reasons. In such cases, a Fund (including a Fund with international holdings) may temporarily invest (partially or extensively) in U.S. government securities, high quality corporate debt securities/debt obligations, mortgage-related and asset-backed securities or money market instruments (short-term high quality instruments) and/or cash equivalents (overnight investments). In addition, a Fund may invest cash balances in such instruments at any time. Likewise, a Fund that invests principally in small- to mid-capitalization companies may shift to preferred stocks and larger-capitalization stocks. These shifts may alter the risk/return characteristics of a Fund and cause a Fund to miss investment opportunities and not to achieve its investment goal. Defensive positions could detract from investment performance in a period of rising market prices, but may reduce the severity of losses in a period of falling market prices and provide liquidity for making additional investments or for meeting redemptions. Furthermore, investment decisions may not anticipate market trends successfully. For example, a Fund investing heavily in common stocks during a stock market decline may fail to preserve capital. Conversely, investing heavily in debt securities during a period of stock market appreciation may result in lower total return.

Performance of a Fund will vary – performance is affected by changes in the economy and financial markets. The value of a Fund changes as its asset values go up or down. The value of your shares will fluctuate, and when redeemed, may be worth more or less than the original cost. The timing of your investment may also affect performance.

Additional Risk Information

Risk is the chance that you’ll lose money on an investment, or that it will not earn as much as you would expect. Every Fund has some degree of risk depending on its investments and strategies. The Cybersecurity, Increase in Expenses, Investment Style, Natural Disasters, Redemption Sector and Underlying Fund Risks described in this section apply to all Funds.

111

time, a Manager’s (and/or its affiliates’) activities may be limited because of regulatory restrictions and/or their own internal policies or market, liquidity or other issues which may limit the investment opportunities for a Fund managed by such firm. Money market instruments or short-term debt securities held for cash management or defensive investing purposes can fluctuate in value. Like other debt securities, they are subject to risk, including market and regulatory, interest rate and credit risk. Uninvested cash will be subject to the credit risk of the depositary institution holding the cash, in which case it is possible that no income would be earned on the cash and yield would go down. If significant assets are used for cash management or defensive investing purposes, investment goals may not be met.

· Convertible Securities Risk: Convertible securities are generally subject to the risks of stocks when the underlying stock price is high relative to the conversion price (because the conversion feature is more valuable) and to the risks of debt securities when the underlying stock price is low relative to the conversion price (because the conversion feature is less valuable). Convertible securities are also generally subject to credit risk, as they tend to be of lower credit quality, and interest rate risk, though they generally are not as sensitive to interest rate changes as conventional debt securities. A convertible security’s value also tends to increase and decrease with the underlying stock and typically has less potential for gain or loss than the underlying stock. These risks are heightened for contingent convertible securities (“CoCos”), a type of convertible security, because CoCos have features that may result in their conversion into common stock, a write-down of their principal or regulatory intervention. In certain circumstances, a Fund may lose the entire value of its investment in a CoCo, even if the issuer remains a going concern. In addition, CoCos have fully discretionary coupons, which means that their coupons can potentially be deferred or cancelled at the issuer’s discretion, and may be subject to redemption at the option of the issuer at a predetermined price.

112

Credit Ratings Chart


Long-term ratings		Standard & Poor’s^1,3	Moody’s²	Fitch^1,3
	Investment grade debt categories	AAA	Aaa	AAA
		AA	Aa	AA
		A	A	A
		BBB	Baa	BBB
	Non-investment grade debt (sometimes called “junk bonds”) categories	BB	Ba	BB
		B	B	B
		CCC	Caa	CCC
		CC	Ca	CC
		C	C	C
		D	—	—
Short-term ratings	Highest three ratings	A-1	P-1	F1
		A-2	P-2	F2
		A-3	P-3	F3
	Other ratings	B	NP	B
		B-1		C
		B-2		RD
		B-3		D
		C
		D

· Currency Risk: Currencies and securities denominated in foreign currencies may be affected by changes in exchange rates between those currencies and the U.S. dollar. Currency exchange rates may be volatile and may fluctuate in response to interest rate changes, the general economic conditions of a country, the actions of the U.S. and foreign governments, central banks, or supranational entities such as the International Monetary Fund, the imposition or removal of currency controls, other political or regulatory conditions in the U.S. or abroad, speculation, or other factors. A decline in the value of a foreign currency relative to the U.S. dollar reduces the value in U.S. dollars of a Fund’s investments in that foreign currency and investments denominated in that foreign currency. For Funds that may hold short currency positions, an appreciation in the value of the currency shorted would incur a loss for the Fund. As a currency control, certain countries aim to fix (or “peg” or “manage”) the exchange rates of their currencies against other countries’ currencies (the reference currency), rather than allowing them to fluctuate based on market forces. A pegged currency typically has a very narrow band of fluctuation (or a completely fixed rate) against the value of its reference currency and, as a result, may experience sudden and significant decline in value if the reference currency also declines in value. A managed currency establishes minimum exchange rates against its reference currency and, as a result, is not allowed to fall below a certain level against the reference currency but can rise above the reference currency’s value. There is no guarantee that these currency controls will remain in place and if these exchange rates were allowed to fluctuate based on market forces (for instance, a currency is “de-pegged” against its reference currency), there can be large losses as a result of exchange rates movements, which may adversely impact a Fund’s returns. In addition, the use of foreign exchange contracts (such as forward foreign currency contracts) to reduce foreign currency exposure can eliminate some or all of the benefit of an increase in the value of a foreign currency versus the U.S. dollar. Foreign currency values can decrease significantly both in the short term and over the long term in response to these and other conditions.

113

prior to maturity. If an issuer calls a security in which a Fund has invested, the Fund may not recoup the full amount of its initial investment in the security and may be forced to reinvest prepayment proceeds at a time when yields on securities available in the market are lower than the yield on the called security.

· Derivatives Risk: Derivatives are investments whose values are tied to the value of an underlying security or asset, a group of assets, interest rates, exchange rates, currency or an index. A Fund may not hold the underlying security or asset on which the value of a derivative is based. Derivatives may be riskier than other types of investments and may increase a Fund’s volatility. Derivatives may experience large, sudden or unpredictable changes in liquidity and may be difficult to sell or unwind. Derivatives can also create investment exposure that exceeds the initial amount invested (leverage risk) - consequently, derivatives may experience very large swings in value. A Fund may lose more money using derivatives than it would have lost if it had invested directly in the underlying security or asset on which the value of a derivative is based. Derivative contracts that are privately negotiated are also subject to counterparty risk, meaning that if the counterparty’s financial condition declines, the counterparty may be unable to satisfy its obligations under the contract in a timely manner, if at all, resulting in a potential decline in value of the contract and potential losses to the Fund.

Derivatives include options, forwards, futures contracts, options on futures contracts and swaps (such as currency, interest rate, security, index, consumer price index, credit default and total return swaps), caps, collars, floors, synthetics, repurchase and reverse repurchase agreements and other financial instruments. Synthetics are artificially created by using a collection of other assets whose combined features replicate the economic characteristics of a direct investment. Derivatives and synthetics may reduce returns, increase volatility, may not be liquid (and therefore, difficult to sell) and may not correlate precisely to the underlying assets or index they are designed to track. Derivatives may be difficult to value and may expose a Fund to risks of mispricing.

Derivatives contracts that are privately negotiated in the over-the-counter market (such as forwards), are subject to counterparty risk, meaning that contract performance depends on the financial condition of the counterparty to the contract to satisfy the contract’s obligations, including making payments owed to the Fund. If the financial condition of the counterparty declines, the Fund may not receive such payments or such payments may be delayed, and the value of the contract with the counterparty would likely decline, potentially resulting in losses to the Fund. If a privately negotiated over-the-counter contract requires the Fund to make payments, the Fund must be prepared to make such payments when due. Standardized, exchange-traded derivatives, such as futures contracts, are less subject to counterparty risk, but are subject to the risk that the exchange through which they are cleared is unable to perform any required obligations.

Derivatives may not perform as expected, so a Fund may not realize the intended benefits. When used for hedging, the change in value of a derivative may not correlate as expected with the currency, security or other risk being hedged. Derivatives may be difficult to value and may expose the Fund to risks of mispricing. In addition, derivatives are subject to extensive government regulation, which may change frequently and impact a Fund significantly.

· Equity Initial Public Offering (“IPO”) Risk: Securities offered in equity IPOs may be more volatile than other equity securities, may decline shortly in value after the IPO, and may have a magnified impact on performance if a Fund’s asset base is relatively small. Securities in IPOs have no trading history, and information about the companies may only be available for limited periods.

114

· Equity Securities Risk: Stock markets are volatile. Equity securities tend to go up or down in value, sometimes rapidly and unpredictably, in response to many factors, including a company’s historical and prospective earnings, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity. Due to the complexities of markets, events in one market or sector may adversely impact other markets or sectors.

· Floating Rate Loan Risk: Floating rate loans (or bank loans) are usually rated below investment grade and thus are subject to high yield/high risk or “junk” securities risk. The market for floating rate loans is a private interbank resale market and thus may be subject to irregular trading activity, wide bid/ask spreads and delayed settlement periods, which may result in cash proceeds not being immediately available to a Fund. As a result, a Fund that invests in floating rate loans may be subject to greater liquidity risk than a Fund that does not. Funds that invest in floating rate loans take steps to maintain adequate liquidity, such as borrowing cash under a line of credit or other facility through their custodian bank; however, these actions may increase expense to a Fund (such as borrowing cost) or may not always be adequate, particularly during periods of market stress. Investments in floating rate loans are typically in the form of a participation or assignment. Loan participations typically represent direct participation in a loan to a borrower, and generally are offered by financial institutions or lending syndicates. Investors in a loan participation may participate in such syndications, or buy part of a loan, becoming a part lender. Investors in a loan participation assume the credit risk associated with the borrower and may assume the credit risk associated with the financial intermediary that syndicated the loan. If the lead lender in a typical lending syndicate becomes insolvent, enters Federal Deposit Insurance Corporation (“FDIC”) receivership or, if not FDIC insured, enters into bankruptcy, a Fund may incur certain costs and delays in receiving payment or may suffer a loss of principal and/or interest. In addition, a Fund may not be able to control the exercise of remedies that the lender would have under the loan and likely would not have any rights against the borrower directly. In purchasing an assignment, a Fund succeeds to all the rights and obligations under the loan agreement of the assigning bank or other financial intermediary and becomes a lender under the loan agreement with the same rights and obligations as the assigning bank or other financial intermediary. Accordingly, if the loan is foreclosed, a Fund could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral.

Although the overall size and number of participants in the market for floating rate loans (or bank loans) has grown over the past decade, floating rate loans continue to trade in an unregulated inter-dealer or inter-bank secondary market. Purchases and sales of floating rate loans are generally subject to contractual restrictions that must be satisfied before a floating rate loan can be bought or sold. These restrictions may impede a Fund’s ability to buy or sell floating rate loans, negatively impact the transaction price, and impede a Fund’s ability to timely vote or otherwise act with respect to floating rate loans. As a result, it may take longer than seven days for transactions in floating rate loans to settle, which make it more difficult for a Fund to raise cash to pay investors when they redeem their shares in the Fund. A Fund may be adversely affected by having to sell other investments at an unfavorable time and/or under unfavorable conditions, hold cash, temporarily borrow from banks or other lenders or take other actions to meet short-term liquidity needs in order to satisfy redemption requests from Fund shareholders. These actions may impact a Fund’s performance (in the case of holding cash or selling securities) or increase a Fund’s expenses (in the case of borrowing).

115

would otherwise be advantageous to do so and, as such, could incur a loss. For this reason, a Fund or its Manager may determine not to receive confidential information about a borrower for loan investments, which may disadvantage the Fund relative to other investors who do receive such information.

· Foreign Markets Risk: Investments in securities of foreign issuers and securities of companies with significant foreign exposure, including securities denominated in foreign currencies, can involve additional risks relating to market, economic, political, regulatory, geopolitical, or other conditions. Political, social, and economic instability, the impact of economic sanctions, the imposition of currency or capital controls, or the expropriation or nationalization of assets in a particular country can cause dramatic declines in a country’s economy. Less stringent regulatory, accounting, and disclosure requirements and general supervision for issuers and markets are more common in certain foreign countries. Enforcing legal rights can be difficult, costly, and slow in certain foreign countries, and can be particularly difficult against foreign governments. If the United States imposes economic sanctions against a foreign government or issuers, a Fund’s investments in issuers subject to such sanctions may be frozen, prohibiting the Fund from selling or otherwise transacting in these investments, and a Fund may be prohibited from investing in such issuers or may be required to divest its holdings in such issuers, which may result in losses to the Fund. Additional risks of foreign investments include trading, settlement, custodial, and other operational risks, and withholding and other taxes. These factors can make foreign investments more volatile and less liquid than U.S. investments. In addition, foreign markets can react differently to market, economic, political, regulatory, geopolitical, or other conditions than the U.S. market. Markets and economies throughout the world are becoming increasingly interconnected, and conditions or events in one market, country or region may adversely impact investments or issuers in another market, country or region. Certain Funds’ investments in securities of foreign issuers may include American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), Global Depositary Receipts (“GDRs”) and similar securities that represent interests in a non-U.S. company’s securities that have been deposited with a bank or trust and that trade on a U.S. exchange or over-the-counter. Depositary receipts are subject to the same risks of investments in securities of foreign issuers and securities of companies with significant foreign exposure described above. In addition, these securities may be less liquid or may trade at a lower price than the underlying securities of the issuer. The underlying issuers of certain depositary receipts, particularly unsponsored or unregistered depositary receipts, may not have any obligation to distribute shareholder communications to the holders of such receipts, or to pass through to them any voting rights with respect to the deposited securities.

· Forward Commitments Risk: Forward commitments are derivative contracts that obligate a purchaser to purchase, and a seller to sell, a specific amount of an asset (e.g., a currency or security) at a specified future date and price. Because these instruments are privately negotiated, they are subject to the risk of default by, or bankruptcy of, a counterparty, which could result in adverse market impact, expenses or delays in connection with the purchase or sale of the asset underlying the forward contract. The Fund may also miss the opportunity of obtaining a price or yield considered to be advantageous. In addition to derivatives risk, the Fund’s ability to close out of a forward position is dependent on the liquidity of the secondary forward market. There is also a risk of imperfect correlation between the change in market value of the underlying asset and the price of the forward contract, as well as losses caused by unanticipated market movements, which are potentially unlimited. Because these contracts allow a Fund to establish a fixed price (for an asset) or a fixed rate of exchange (for a currency) at a future point in time, they do not eliminate fluctuations in the value of the asset or currency and can have the effect of minimizing opportunities for gain or incurring a loss for the Fund.

· Forwards and Futures Contracts Risk: Forwards and futures contracts are derivative contracts that obligate a purchaser to purchase, and a seller to sell, a specific amount of an asset (e.g., a currency or security) at a specified future date and price. Because forward contracts are privately negotiated, unlike exchange-traded futures contracts, they are subject to greater risk of default or bankruptcy by a counterparty, which could result in adverse market impact, expenses or delays in connection with the purchase or sale of the asset underlying the forward contract. The Fund may also miss the opportunity of obtaining a price or yield considered to be advantageous. In addition to derivatives risk, the Fund’s ability to close out of a forward or futures contract position is dependent on the liquidity of the secondary forward or futures market. There is also a risk of imperfect correlation between the change in market value of the instruments held by the Fund and the price of the forward or futures contract, as well as losses caused by unanticipated market movements, which are potentially unlimited. Because these contracts allow the Fund to establish a fixed price (for an asset) or a fixed rate of exchange (for a currency) at a future point in time, they do not eliminate fluctuations in the value of the asset or currency and can have the effect of minimizing opportunities for gain or incurring a loss for the Fund.

116

liquidity risk, and subject to a greater risk of default than higher rated securities. High yield/high risk securities (including loans) may be more volatile than investment grade securities.

· Industry Concentration Risk: A Fund which concentrates its investments in one industry or group of related industries is subject to greater risk of loss as a result of adverse economic, business or other developments affecting that industry or group of related industries than if its investments were diversified across different industries.

· Inflation-Indexed Debt Securities Risk: The value of inflation-indexed debt securities and inflation protected securities (“IPS”) generally fluctuates in response to changes in real interest rates, which are in turn tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in the value of IPS. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in the value of IPS. Although the principal value of IPS declines in periods of deflation, holders at maturity receive no less than the par value of the bond. However, if a Fund purchases IPS in the secondary market whose principal values have been adjusted upward due to inflation since issuance, a Fund may experience a loss if there is a subsequent period of deflation. If inflation is lower than expected during the period a Fund holds an IPS, a Fund may earn less on the security than on a conventional bond. The U.S. Treasury only began issuing Treasury inflation protected securities (“TIPS”) in 1997. As a result, the market for such securities may be less developed or liquid, and more volatile, than certain other securities markets.

· Investment Style Risk: A Fund’s investment style may shift in and out of favor for reasons including market conditions and investor sentiment.

117

valued the holding, may be unable to take advantage of market opportunities or may be forced to sell other more desirable, more liquid securities or sell less liquid or illiquid securities at a loss if needed to raise cash to conduct operations. Liquid investments may become less liquid or illiquid, and thus more difficult to sell, over time or suddenly and unexpectedly. This may occur, for example, as a result of adverse market or economic conditions or investor perceptions, which may be independent of any adverse changes to the particular issuer. Less liquidity also means that more subjectivity may be used in establishing the value of the securities or other investments. For example, if market quotations or Board approved alternate pricing methodologies are not readily available or reliable for these investments, the securities or other investments will be valued by a method that the Trust’s Board believes reflects fair value. Valuations determined in this manner may require subjective inputs about the value of these investments. Some securities (such as loans) may have no active trading market and may be subject to restrictions on resale. The markets in which such securities trade may be subject to irregular trading, wide bid/ask spreads and extended trade settlement periods, which may impair a Fund’s ability to sell the holding at the price it has valued the holding causing a decline in the Fund’s net asset value. Investments in companies in turn-around, distress or other similar situations may be or become less liquid than other investments, particularly when the economy is not robust or during market downturns.

118

interest rates rise, borrowers with variable interest rate loans may not be able to repay their loans at the higher interest rates. This could cause an increase in defaults and decrease the value of certain mortgage-related or other asset-backed securities. Mortgage-related securities may have exposure to subprime loans and subprime mortgages, which are loans or mortgages made to borrowers with lower credit ratings. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool may adversely affect the value of a mortgage-backed security. The risk of such defaults is generally higher in the case of mortgage pools that include subprime mortgages. In addition, investments in non-investment grade (high yield/high risk) asset-backed securities, including mortgage pools with exposure to subprime loans or mortgages, have a greater risk of being or becoming less liquid than other debt securities, especially when the economy is not robust, during market downturns, or when credit is tight. Other asset-backed securities may also be subject to exposure resulting from loans to borrowers with lower credit ratings, who pose a higher level of default risk. In addition, adjustable and fixed rate mortgage-related or other asset-backed securities are subject to prepayment risk. When interest rates decline, borrowers may pay off their mortgages (or other debt obligations) sooner than expected. This can reduce a Fund’s returns because it may have to reinvest that money at the lower prevailing interest rates. Similarly, debt obligations with call features have the risk that an issuer will exercise the right to pay an obligation (such as a mortgage-backed security) earlier than expected. This call risk typically occurs when interest rates are declining. These securities are also subject to risks associated with the servicing of those assets backing the particular security. Mortgage-backed securities may be issued by the U.S. government, which are subject to U.S. government securities risk. Mortgage-backed securities offered by non-governmental issuers, such as commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers are subject to additional risks. Timely payment of interest and principal of non-governmental issuers is supported by various forms of private insurance or guarantees, including individual loan, title, pool and hazard insurance purchased by the issuer, and there can be no assurance that these private insurers can meet their obligations under the policies. Stripped mortgage-related securities can be particularly sensitive to changes in interest rates. Stripped mortgage-related securities are made up of Interest Only (“IO”) and Principal Only (“PO”) components. IOs present a heightened risk of total loss of investment.

· Options Risk: An option is a derivative contract where, for a premium payment or fee, the purchaser of the option is given the right but not the obligation to buy (a “call option”) or sell (a “put option”) the underlying asset (or settle for cash an amount based on an underlying asset, rate or index) at a specified price (the “exercise price”) during a period of time or on a specified date. Investments in options are considered speculative. In addition to derivatives risk, the Fund is subject to the risk of losing the premium it paid to purchase the option if the price of the underlying security or other asset decreases or remains the same (for a call option) or increases or remains the same (for a put option). If a call or put option that the Fund purchases were allowed to expire without being sold or exercised, its premium would be a loss to the Fund. The Fund’s ability to exercise or sell the options is dependent on the liquidity of the option market.

· Real Estate Companies Risk: Investing in companies operating in the real estate and related industries, including Real Estate Investment Trusts (“REITs”) and Real Estate Operating Companies (“REOCs”), expose a Fund to the risks of the real estate market and to risks associated with the ownership of real estate. These risks can include fluctuations in the value of or destruction of underlying properties; tenant or borrower default; market saturation; changes in general and local economic conditions; decreases in market rates for rents; increases in vacancies; competition; property taxes; capital expenditures, or operating expenses; and other economic or political events affecting the real estate industry. Real estate companies and sectors and industries that affect the performance of real estate companies (such as banking or financial institutions) may be subject to extensive government regulation, which may change unexpectedly and frequently and significantly impact a Fund. Changing interest rates and credit quality requirements for borrowers and tenants may also affect the cash flow of REITs and REOCs and their ability to meet capital needs. REITs and REOCs require specialized management and pay management expenses; may have less trading volume; may be subject to more abrupt or erratic price movements than the overall securities markets; may not qualify for preferential tax treatments or exemptions; and may invest in a limited number of properties, in a narrow geographic area, or in a single property type which increase the risk that the Fund could be unfavorably affected by the poor performance of a single investment or investment type. In addition, defaults on or sales of investments that the REIT or REOC holds could reduce the cash flow needed to make distributions to investors. Because REITs are pooled investment vehicles that have expenses of their own, the Fund will indirectly bear its proportionate share of those expenses.

119

· Short Exposure Risk: Taking a short position using derivative instruments in anticipation of a decline in the market price of the underlying reference asset, such as entering into a derivative contract to sell a currency at a predetermined price in the future (forward foreign currency contract) in anticipation of a decline in the market price of the underlying currency, is subject to the risk that the reference asset will increase in value, resulting in a loss. Such loss is theoretically unlimited. For instance, with a non-deliverable forward foreign currency contract, at time of settlement, if the market price of the underlying currency is higher than the price at the time a Fund entered into the contract (i.e., the predetermined price), a Fund must pay the difference between the current market price of the currency and the price of the currency at the time it entered into the contract. The higher the market price is above the price at which the Fund entered into the contract, the larger the payment it must make at time of settlement. Because there is no limit on how high the market price may rise, such loss is theoretically unlimited. Using derivatives to take short positions is also subject to leverage risk.

· Short Sale Risk: Engaging in short sales of securities that a Fund does not own subjects it to the risks associated with those securities, including price volatility risk. A security is sold short in anticipation of purchasing the same security at a later date at a lower price; however, a Fund may incur a loss if the price of the security increases between the date of the short sale and the date on which the Fund purchases the security sold short. Because there is no limit on how high the price of the security may rise, such loss is theoretically unlimited. In certain cases, purchasing a security to cover a short position can itself cause the price of the security to rise further, thereby exacerbating the loss. By contrast, a Fund’s loss on a long position arises from decreases in the value of the security and is limited by the fact that a security’s value cannot drop below zero. When a Fund sells securities short, it must borrow those securities to make delivery to the buyer. A Fund incurs expenses for such borrowing that may include fees paid to the lender and amounts equal to dividends or interest paid by the borrowed security. A Fund may not be able to borrow a security that it needs to deliver to close out a short position at an acceptable price. This may result in losses and/or require long positions to be sold before they otherwise would be. A short sale strategy also may not be successfully implemented, which may limit a Fund’s ability to achieve its investment goal, due to the limited availability of desired or eligible securities, the cost of borrowing securities, regulatory changes limiting or barring short sales, or for other reasons. Short sales also subject a Fund to leverage risk because they may provide investment exposure in an amount exceeding the initial investment. When a Manager invests the proceeds received from selling securities short in, or borrows money to invest in, additional securities (long positions), the Fund will become leveraged. The use of leverage may increase a Fund’s exposure to long equity positions.

120

which depends entirely on its own resources to repay the debt. Although there are many types of U.S. government securities, such as those issued by the Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”) and Federal Home Loan Banks that may be chartered or sponsored by Acts of Congress, their securities are neither issued nor guaranteed by the U.S. Treasury and, therefore, are not backed by the full faith and credit of the United States. The maximum potential liability of the issuers of some U.S. government securities may greatly exceed their current resources, including their legal right to support from the U.S. Treasury. It is possible that these issuers will not have the funds to meet their payment obligations in the future. In September 2008, the U.S. Treasury Department and the Federal Housing Finance Administration (“FHFA”) announced that Fannie Mae and Freddie Mac would be placed into a conservatorship under FHFA. The effect that this conservatorship will have on the entities’ debt and equities and on securities guaranteed by the entities is unclear.

ADDITIONAL INFORMATION ABOUT FEES AND EXPENSES

The following provides additional information about the “Fees and Expenses of the Fund” in the Fund Summaries section of this prospectus.

Operating expenses incurred by each Fund are borne by shareholders through their investment in such Fund.

The Trust pays for certain support, administrative, distribution and/or servicing fees, and the operational expenses of the Funds, including custody, transfer agency, printing, legal, and auditing expenses. The Trust also pays PLFA to provide investment advisory services. PLFA, in turn, pays part of its fee to the Managers.

Other Expenses

The Other Expenses line item in the Annual Fund Operating Expenses table for each Fund in the Fund Summaries section includes, but is not limited to, expenses for audit, tax, custody, legal, regulatory documents (printing and mailing) and support services; repayments to PLFA of amounts that PLFA reimbursed to a Fund pursuant to the terms of the expense limitation agreement for the Fund (if any); plus the administration fee paid to Pacific Life Insurance Company (“Pacific Life”) at an annual rate of 0.15% of each Fund’s average daily net assets. The administration fee is for procuring or providing administrative, transfer agency, and shareholder services.

Expenses do not reflect non-recurring fees and expenses.

Operating Expense Reimbursements

For all Funds (except the PF Absolute Return Fund and the PF Equity Long/Short Fund): To help limit the Trust’s expenses, PLFA has contractually agreed to reimburse each Fund for certain operating expenses that exceed an annual rate based on a percentage of a Fund’s average daily net assets. These operating expenses include, but are not limited to: administration fees; organizational expenses; custody expenses; expenses for audit, tax, and certain legal services; preparation, printing, filing and distribution to existing shareholders of proxies, prospectuses and shareholder reports and other regulatory documents, as applicable; independent trustees’ fees and expenses; and establishing, overseeing and administering the Trust’s compliance program. These operating expenses do not include: investment advisory fees; distribution and/or service fees, if any; dividends on securities sold short; acquired fund fees and expenses; interest (including commitment fees, if any); taxes (including foreign taxes on dividends, interest and gains); brokerage commissions and other transactional expenses; and extraordinary expenses such as litigation and other expenses not incurred in the ordinary course of each Fund’s business. The expense cap for the Funds listed in this prospectus is 0.15% through July 31, 2017 and 0.30% for the period August 1, 2017 through July 31, 2022, except for Pacific Funds Core Income, Pacific Funds Floating Rate Income, Pacific Funds High Income, PF Mid-Cap Value Fund, PF International Small-Cap Fund, PF Currency Strategies Fund and PF Global Absolute Return Fund. For Pacific Funds Core Income, Pacific Funds Floating Rate Income, and Pacific Funds High Income, the expense cap is 0.20% through July 31, 2017. For the PF Mid-Cap Value Fund, PF International Small-Cap Fund, PF Currency Strategies Fund and PF Global Absolute Return Fund, the expense cap is 0.25% through July 31, 2017.

There is no guarantee that PLFA will continue to cap expenses for a Fund upon the expiration of the expense cap. In addition, any expense reimbursements made by PLFA to a Fund are subject to recoupment by PLFA from such Fund for a period as permitted under regulatory and accounting guidance (currently of three years from the end of the fiscal year in which the reimbursement took place) to the extent such recoupments would not cause the Fund to exceed its expense cap that was in effect at the time of the reimbursement. Any amounts repaid to PLFA will have the effect of increasing such expenses of a Fund, but not above the expense cap.

Fee Waivers

Pacific Funds Core Income, Pacific Funds Floating Rate Income and Pacific Funds High Income: PLFA has agreed to waive the following amounts of its management fee on each Fund’s net assets through July 31, 2017 as long as Pacific Asset Management manages the Fund: 1) 0.025% on net assets above $1 billion through $2 billion; 2) 0.050% on net assets above $2 billion through $3 billion; and 3) 0.075% on net assets above $3 billion. The fee waiver agreement will automatically renew for successive one-year terms thereafter unless

121

terminated. The fee waiver agreement will terminate: (i) if the investment advisory agreement is terminated; (ii) upon approval of the Board of Trustees and 90 days’ prior written notice to PLFA; (iii) upon 90 days’ written notice by PLFA prior to the beginning of the next one-year term; or (iv) if Pacific Asset Management’s management fee rate for a Fund changes. There is no guarantee that PLFA will continue such waiver after the current one-year term. The waiver will be applied when a Fund reaches the net asset levels described above and does not include any other advisory fee waivers that are currently in place for a Fund. As of the date of this prospectus, none of the Funds meet net asset levels where portions of the management fee would be waived.

PF Floating Rate Loan Fund: PLFA has agreed to waive 0.10% of its management fee through July 31, 2017 as long as Eaton Vance Investment Managers remains the sub-adviser of the Fund. There is no guarantee that PLFA will continue such waiver after that date.

PF Inflation Managed Fund: PLFA has agreed to waive 0.02% of its management fee through July 31, 2017 as long as Western Asset Management Company remains a sub-adviser of the Fund. There is no guarantee that PLFA will continue such waiver after that date.

PF Comstock Fund: PLFA has agreed to waive 0.015% of its management fee through July 31, 2017 as long as Invesco Advisers, Inc. remains the sub-adviser of the Fund. There is no guarantee that PLFA will continue such waiver after that date.

PF Large-Cap Growth Fund: PLFA has agreed to waive 0.045% of its management fee through July 31, 2017 as long as BlackRock Investment Management, LLC remains the sub-adviser of the Fund. There is no guarantee that PLFA will continue such waiver after that date.

PF Mid-Cap Growth Fund: PLFA has agreed to waive 0.025% of its management fee through July 31, 2017 as long as Ivy Investment Management Company remains the sub-adviser of the Fund. There is no guarantee that PLFA will continue such waiver after that date.

PF Equity Long/Short Fund: PLFA has agreed to waive 0.15% of its management fee through July 31, 2017 as long as AQR Capital Management, LLC remains the sub-adviser of the Fund. There is no guarantee that PLFA will continue such waiver after that date.

OVERVIEW OF THE CLASS P SHARES

Class P shares of the Underlying Funds are only available for investment by a fund of funds of the Trust (which are offered in a separate prospectus), PLFA, and certain of its affiliates. Because of this limited availability, only certain information is presented in this prospectus.

Class P shares of the Funds are continuously offered through the Funds’ principal underwriter, PSD (the “Distributor”). The Distributor is an affiliate of PLFA and is also an affiliate of Pacific Life Insurance Company, the Funds’ administrator. Class P shares are offered at NAV and are only available for investment by certain investors as described above.

Execution of Your Requests

Purchase and sale requests are executed at the next determined NAV. Certificates representing shares of the Funds will not be issued.

ADDITIONAL INFORMATION ABOUT FUND PERFORMANCE

The following provides additional explanations regarding information presented in the Performance subsections of the Fund Summaries section.

Except for Pacific Funds Core Income, Pacific Funds Floating Rate Income and Pacific Funds High Income, the Underlying Funds offer Class P shares only. Prior to July 1, 2010, Class A shares were available. The Class A shares of the Underlying Funds were converted to Class P shares. Performance information prior to July 1, 2010 pertains to Class A shares and reflects the fees and expenses associated with that share class. Class A, Class C, Class I and Advisor Class shares of Pacific Funds Core Income, Pacific Funds Floating Rate Income and Pacific Funds High Income are offered in a separate prospectus.

The information presented in the bar charts and the average annual total return table was prepared assuming reinvestment of dividends and distributions.

Manager Changes, Name Changes and/or Related Investment Policy Changes by Fund

Pacific Funds Core Income: Effective December 31, 2014, the Fund changed its name from PL Income Fund.

122

Pacific Funds Floating Rate Income: Effective December 31, 2014, the Fund changed its name from PL Floating Rate Income Fund.

Pacific Funds High Income: Effective December 31, 2014, the Fund changed its name from PL High Income Fund.

PF Floating Rate Loan Fund: Effective December 31, 2014, the Fund changed its name from PL Floating Rate Loan Fund. Eaton Vance Investment Managers (“Eaton Vance”) began managing the Fund on August 1, 2013. Eaton Vance Management, an affiliate of Eaton Vance, managed the Fund from July 1, 2010 to July 31, 2013. Another firm managed the Fund before July 1, 2010, and some investment policies changed at that time.

PF Inflation Managed Fund: Effective December 31, 2014, the Fund changed its name from PL Inflation Managed Fund. Western Asset Management Company became co-sub-adviser to the Fund on January 15, 2015, and some investment policies changed at that time. Pacific Investment Management Company LLC was the sole sub-adviser to the Fund before that date.

PF Managed Bond Fund: Effective December 31, 2014, the Fund changed its name from PL Managed Bond Fund. Western Asset Management Company became co-sub-adviser to the Fund on August 1, 2014, and some investment policies changed at that time. Pacific Investment Management Company LLC was the sole sub-adviser to the Fund before that date.

PF Short Duration Bond Fund: Effective December 31, 2014, the Fund changed its name from PL Short Duration Bond Fund. T. Rowe Price Associates, Inc. began managing the Fund on July 1, 2011, and some investment policies changed at that time. Another firm managed the Fund before that date.

PF Emerging Markets Debt Fund: Effective December 31, 2014, the Fund changed its name from PL Emerging Markets Debt Fund.

PF Comstock Fund: Effective December 31, 2014, the Fund changed its name from PL Comstock Fund. Invesco Advisers, Inc. began managing the Fund on June 1, 2010. Another firm managed the Fund before that date.

PF Growth Fund: Effective December 31, 2014, the Fund changed its name from PL Growth Fund. MFS Investment Management began managing the Fund on May 1, 2013, the Fund changed its name from PL Growth LT Fund and some of its investment policies changed at that time. Another firm managed the Fund before that date.

PF Large-Cap Growth Fund: Effective December 31, 2014, the Fund changed its name from PL Large-Cap Growth Fund. BlackRock Investment Management, LLC (“BlackRock”) began managing the Fund on January 1, 2013 on an interim basis using a large-cap growth index strategy. Effective May 1, 2013, BlackRock began managing the Fund on a non-interim basis and some of its investment policies changed at that time Other firms managed the Fund before January 1, 2013.

PF Large-Cap Value Fund: Effective December 31, 2014, the Fund changed its name from PL Large-Cap Value Fund. Effective December 5, 2012, ClearBridge Investments, LLC (“ClearBridge”) changed its name from ClearBridge Advisors, LLC. ClearBridge Advisors, LLC assumed management of the Fund on October 1, 2006. Salomon Brothers Asset Management Inc., a predecessor firm of ClearBridge, managed the Fund before that date.

PF Main Street Core Fund: Effective December 31, 2014, the Fund changed its name from PL Main Street Core Fund.

PF Mid-Cap Equity Fund: Effective December 31, 2014, the Fund changed its name from PL Mid-Cap Equity Fund. Scout Investments, Inc. began managing the Fund on January 1, 2013, and some investment policies changed at that time. Another firm managed the Fund before that date. Effective July 1, 2008, the Fund changed its name from PL Mid-Cap Value Fund.

PF Mid-Cap Growth Fund: Effective December 31, 2014, the Fund changed its name from PL Mid-Cap Growth Fund. Ivy Investment Management Company began managing the Fund on November 1, 2013, and some investment policies changed at that time. Other firms managed the Fund before that date.

PF Small-Cap Growth Fund: Effective December 31, 2014, the Fund changed its name from PL Small-Cap Growth Fund. Lord, Abbett & Co. LLC began managing the Fund on May 1, 2014, and some investment policies changed at that time. Other firms managed the Fund before that date.

PF Small-Cap Value Fund: Effective December 31, 2014, the Fund changed its name from PL Small-Cap Value Fund. AllianceBernstein L.P. began managing the Fund on May 1, 2014 and some investment policies changed at that time. Another firm managed the Fund before that date.

PF Emerging Markets Fund: Effective December 31, 2014, the Fund changed its name from PL Emerging Markets Fund.

PF International Large-Cap Fund: Effective December 31, 2014, the Fund changed its name from PL International Large-Cap Fund.

PF International Small-Cap Fund: Effective April 1, 2016, QS Investors, LLC (“QS Investors”) began managing the Fund. QS Batterymarch Financial Management, Inc., which was named Batterymarch Financial Management, Inc. prior to June 30, 2014 and which came under common management with QS Investors as of May 31, 2014, managed the Fund prior to that date.

PF International Value Fund: Effective December 31, 2014, the Fund changed its name from PL International Value Fund. J.P. Morgan Investment Management Inc. began managing the Fund on January 1, 2011, and some investment policies changed at that time. Other firms managed the Fund before that date.

123

PF Real Estate Fund: Effective December 31, 2014, the Fund changed its name from PL Real Estate Fund. Morgan Stanley Investment Management Inc. (“MSIM”) began managing the Fund on May 31, 2010. MSIM previously conducted business in certain instances under the name Van Kampen and managed the PL Real Estate Fund under the Van Kampen name from the Fund’s inception until May 31, 2010.

PF Currency Strategies Fund: Effective October 30, 2015, one of the sub-advisers of the Fund changed its name to UBS Asset Management (Americas) Inc. Effective December 31, 2014, the Fund changed its name from PL Currency Strategies Fund. Macro Currency Group became co-sub-adviser to the Fund on May 1, 2014, and some investment policies changed at that time. UBS was the sole sub-adviser to the Fund before that date.

PF Global Absolute Return Fund: Effective December 31, 2014, the Fund changed its name from PL Global Absolute Return Fund. Eaton Vance Investment Managers (“Eaton Vance”) assumed management of the Fund on August 1, 2013. Eaton Vance Management, an affiliate of Eaton Vance, managed the Fund from the Fund’s inception to July 31, 2013.

Index Definitions

Barclays U.S. Treasury Inflation Protected Securities (“TIPS”) Index is an index of all outstanding treasury inflation protected securities issued by the U.S. government. The total return is equal to the change in price plus the coupon return. Results include the reinvestment of all distributions.

Emerging Markets Debt Composite Benchmark: The composition of the composite benchmark combines three emerging markets indices as follows: 50% J.P. Morgan EMBI Global Diversified, 25% J.P. Morgan ELMI+ and 25% J.P. Morgan GBI-EM Global Diversified. Results include the reinvestment of all distributions.

FTSE National Association of Real Estate Investment Trusts (“NAREIT”) Equity Real Estate Investment Trusts (“REITs”) Index is one index of a series of indices represented in the FTSE NAREIT U.S. Real Estate Index Series and is a free float adjusted market capitalization weighted index of tax-qualified REITs listed on the New York Stock Exchange (“NYSE”), American Stock Exchange and National Association of Securities Dealers Automated Quotations (“NASDAQ”). Results include the reinvestment of all distributions.

J.P. Morgan Emerging Local Markets Index Plus (“ELMI+”) is a performance benchmark for emerging markets money market instruments and tracks total returns for local-currency denominated money market instruments. The benchmark was introduced in June 1996 and consists of foreign exchange forward contracts laddered with maturities ranging from one to three months. Country weights are based on a trade-weighted allocation, with maximum weight of 10% for countries with convertible currencies and 2% for countries with non-convertible currencies. Results include the reinvestment of all distributions.

J.P. Morgan Emerging Markets Bond Index (“EMBI”) Global Diversified tracks total returns of U.S. dollar-denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds. The diversified index limits the exposure of some of the larger countries. Results include the reinvestment of all distributions.

124

J.P. Morgan Government Bond Index – Emerging Markets (“GBI-EM”) Global Diversified tracks total returns of emerging markets local currency denominated fixed income instruments. The benchmark instruments of the index are regularly traded, fixed-rate local sovereign bonds to which international investors can gain exposure. Country weights are based on a trade-weighted allocation, with maximum weight of 10% for countries. Results include the reinvestment of all distributions.

MSCI Emerging Markets Index (Net) is a free float-adjusted market capitalization index that is designed to measure equity market performance of large and mid-capitalization securities in emerging markets. As of May 1, 2016, the MSCI Emerging Markets Index (Net) consists of the following 23 emerging market country indices: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, South Korea, Malaysia, Mexico, Peru, Philippines, Poland, Qatar, Russia, South Africa, Taiwan, Thailand, Turkey, and United Arab Emirates. The word “(Net)” in the index name means the net total return for the index, which includes the reinvestment of dividends after the deduction of withholding tax, applying the tax rate to non-resident individuals who do not benefit from double taxation treaties.

MSCI World Index (Net) is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets. As of May 1, 2016, the MSCI World Index (Net) consists of the following 23 developed market country indexes: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom, and the United States. The word “(Net)” in the index name means the net total return for the index, which includes the reinvestment of dividends after the deduction of withholding tax, applying the tax rate to non-resident individuals who do not benefit from double taxation treaties.

Russell 1000 Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000 Index companies with higher price-to-book ratios and higher forecasted growth values. The Russell 1000 Growth Index is constructed to provide a comprehensive and unbiased barometer for the large-cap growth segment. The Index is completely reconstituted annually to ensure new and growing equities are included and that the represented companies continue to reflect growth characteristics. Results include the reinvestment of all distributions.

Russell Midcap Growth Index measures the performance of the mid-cap growth segment of the U.S. equity universe. It includes Russell Midcap Index companies with higher price-to-book ratios and higher forecasted growth values. The Russell Midcap Growth Index is constructed to provide a comprehensive and unbiased barometer of the mid-cap growth market. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true mid-cap growth market. Results include the reinvestment of all distributions.

125

Russell Midcap Index measures the performance of the mid-cap segment of the U.S. equity universe. The Russell Midcap is a subset of the Russell 1000 Index. It includes approximately 800 of the smallest securities based on a combination of their market cap and current index membership. The Russell Midcap represents approximately 31% of the total market capitalization of the Russell 1000 companies. The Russell Midcap Index is constructed to provide a comprehensive and unbiased barometer for the mid-cap segment. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true mid-cap opportunity set. Results include the reinvestment of all distributions.

Russell Midcap Value Index measures the performance of the mid-cap value segment of the U.S. equity universe. It includes those Russell Midcap Index companies with lower price-to-book ratios and lower forecasted growth values. The Russell Midcap Value Index is constructed to provide a comprehensive and unbiased barometer of the mid-cap value market. The Index is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true mid-cap value market. Results include the reinvestment of all distributions.

S&P Developed Ex-U.S. SmallCap Index comprises the stocks representing the lowest 15% of float-adjusted market cap in each developed country, excluding the United States. It is a subset of the S&P Global BMI, a comprehensive, rules-based index measuring global stock market performance. Results include the reinvestment of all distributions.

S&P/LSTA Leveraged Loan Index is a daily total return index that uses Loan Syndications & Trading Association/Loan Pricing Corporation (“LSTA/LPC”) mark-to-market pricing to calculate market value change. On a real-time basis, the leveraged loan index (“LLI”) tracks the current outstanding balance and spread over London Interbank Offered Rate (“LIBOR”) for fully funded term loans. The facilities included in the LLI represent a broad cross section of leveraged loans syndicated in the U.S., including dollar-denominated loans to overseas issuers. Results include the reinvestment of all distributions.

OTHER FUND INFORMATION

How Share Prices Are Calculated

Valuation Policy

Determination of Net Asset Value

Exchange orders within the Funds are effected at NAV. For any transaction, we will use the next NAV calculated after the Trust or its designee receives, in proper form, a request to buy, sell or exchange shares. However, a Fund may, subject to approval by the Board, pay for a sale or exchange, in whole or in part, by a distribution of securities and/or investments from a Fund, in lieu of cash, in accordance with applicable rules.

Each Fund’s NAV will not be calculated on days when the NYSE is closed. There may be a delay in calculating the NAV if: (i) the NYSE is closed on a day other than a regular holiday or weekend, (ii) trading on the NYSE is restricted, (iii) an emergency exists (as determined by the SEC), making the sale of investments or determinations of NAV not practicable, or (iv) the SEC permits a delay for the protection of shareholders. Based on information obtained from the NYSE, it is anticipated that the NYSE will be closed when the following annual holidays are observed: New Year’s Day; Martin Luther King, Jr. Day; Presidents’ Day; Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving; and Christmas Day. The NYSE is normally closed on the preceding Friday or subsequent Monday when one of these holidays falls on a Saturday or Sunday, respectively. In addition, the NYSE typically closes early (usually 1:00 p.m. Eastern Time) on the day after Thanksgiving and the day before Christmas Day. Although the Trust expects the same holidays to be observed in the future, the NYSE may modify its holiday schedule or hours of operation at any time.

126

Investment Valuation

· Foreign Equity Investments. For Foreign Equity Investments, the Funds generally use the official closing price or last reported sale price from the principal foreign exchanges, which may be earlier than the scheduled close of the NYSE. The Trust then may adjust for market events occurring between the close of certain foreign exchanges and the scheduled close of the NYSE. The Trust has retained an independent statistical analysis service approved by the Board to assist in determining the value of certain foreign equity investments. This service utilizes proprietary computer models based on historical performance of markets and other considerations to determine adjustments for market events. Quotations of foreign investments in foreign currencies and those valued using forward currency rates are converted into U.S. dollar equivalents using a foreign exchange quotation from an approved source.

· Investment Companies. Fund investments in other investment companies are valued at their respective NAVs.

Investment Values Determined by a Trustee Valuation Committee or a Valuation Committee Approved by the Board

Prevention of Disruptive Trading

The Funds are not intended to serve as a vehicle for frequent trading in response to short-term fluctuations in the market. Accordingly, the Board has adopted anti-market timing policies. The Funds presented in this prospectus are presently only available for investment by fund of funds of the Trust, PLFA, and certain affiliates. Because of this, no further information is presented regarding the above noted policies.

Dividends and Distributions

Each Fund, except for Pacific Funds Core Income, Pacific Funds Floating Rate Income and Pacific Funds High Income, intends to distribute substantially all of their net investment income and realized capital gains, if any, to shareholders at least annually, although distributions

127

could occur more frequently if it is advantageous to the specific Fund and to its shareholders. Dividends on net investment income, if any, are generally declared and paid monthly and realized capital gains, if any, are distributed at least annually for Pacific Funds Core Income, Pacific Funds Floating Rate Income and Pacific Funds High Income, although distributions could occur more or less frequently if they are advantageous to the specific Fund and its shareholders.

General Summary of Tax Consequences

The following discussion relates only to federal income tax. Refer to the SAI for additional federal income tax information. The consequences under other tax laws may differ. The Trust, its Distributor (Pacific Select Distributors, LLC), its Administrator (Pacific Life Insurance Company) and each of their respective affiliates and representatives do not provide tax, accounting or legal advice. Any taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax adviser.

Currently, the maximum rate on long-term capital gains and qualified dividends for individual taxpayers is generally either 15% or 20%, depending on whether the individual’s income exceeds certain threshold amounts.

Generally, shareholders are subject to U.S. federal income tax on Fund dividends or distributions or on sales or exchanges of Fund shares. However, shareholders that are exempt from the U.S. federal income tax, such as retirement plans that are qualified under Section 401 of the IRC, generally are not subject to U.S. federal income tax on Fund dividends or distributions or on sales or exchanges of Fund shares within such tax exempt accounts. Accordingly, a plan participant whose retirement plan invests in a Fund generally is not taxed on dividends or distributions received by the plan or on sales or exchanges of shares of a Fund by the plan for U.S. federal income tax purposes. However, distributions to plan participants from a retirement plan generally are taxable to plan participants as ordinary income and may be subject to a 10% federal penalty tax if taken prior to the age of 59 ½.

Distributions of earnings from non-qualifying dividends, interest income and short-term capital gains will be taxed at the taxpayer’s ordinary income tax rate. Distributions from Funds investing in bonds and other debt instruments will not generally qualify for the lower rates. Funds that invest in companies not paying significant dividends on their stock will not generally derive much qualifying dividend income that is eligible for the lower rate on qualified dividends. In addition, certain holdings period requirements must be satisfied by both a Fund and shareholder in order to be eligible for lower rates on qualified dividends.

Distributions of the long-term capital gains will generally be taxed as long-term capital gains. Other distributions, including short-term capital gains, will be taxed as ordinary income.

Fund Organization

Pacific Funds Series Trust, which is organized as a Delaware statutory trust, may be referred to as “Pacific Funds” or the “Trust.” Its business and affairs are managed by its Board. The Trust is comprised of multiple Funds, some of which are offered in this prospectus and others of which are offered in separate prospectuses. Each Fund intends to qualify each year as a regulated investment company under Subchapter M of the IRC. Funds that qualify do not have to pay income tax as long as they distribute sufficient taxable income and net capital gains. The Trust may discontinue offering shares of any Fund at any time or may offer shares of a new Fund. If a Fund were discontinued, any investment allocation to that Fund would be allocated to another Fund upon approval of the trustees, as long as any required regulatory approvals were met.

128

ABOUT MANAGEMENT

This section provides information about Pacific Life Fund Advisors LLC (“PLFA”), the investment adviser to the Trust, and the firms that manage the Trust’s Funds.

PLFA, a Delaware limited liability company and wholly-owned subsidiary of Pacific Life Insurance Company, is located at 700 Newport Center Drive, Newport Beach, CA 92660. Established in 2007 as a limited liability company, PLFA is an experienced investment management organization that manages multi-asset class investment strategies.

In its role as investment adviser, PLFA, subject to review of the Trust’s Board, also supervises the management of all of the Funds in the Trust. PLFA also does business under the name “Pacific Asset Management” and manages Pacific Funds Core Income, Pacific Funds Floating Rate Income and Pacific Funds High Income under the Pacific Asset Management name. To manage the other Underlying Funds, PLFA has retained other management firms as sub-advisers, many of which have a worldwide market presence and extensive research capabilities. PLFA oversees and monitors the performance of these sub-advisers. Under an exemptive order from the SEC, PLFA and the Trust can enter into agreements with sub-advisers (except, as a general matter, sub-advisers affiliated with PLFA) without shareholder approval. Within 90 days of the hiring of any new sub-advisers, shareholders of the affected Fund will be sent information about the change.

PLFA also oversees and monitors the nature and quality of the services provided by the sub-advisers, including investment performance and execution of investment strategies. PLFA conducts due diligence on sub-advisers to evaluate their investment processes, adherence to investment styles, strategies and techniques, and other factors that may be relevant to the services provided to the Funds. For all Funds, PLFA also performs compliance monitoring services to help maintain compliance with applicable laws and regulations. PLFA also provides services related to, among others, the valuation of Fund securities, risk management, and oversight of trade execution and brokerage services.

Each Fund pays PLFA a management fee for the services it provides as investment adviser. PLFA also uses part of the management fee to pay for the services of the sub-advisers. For the most recent fiscal year ended March 31, 2016, PLFA was paid management fees (net of any waivers) for each of the Funds as a percentage of average daily net assets as set out in the table below, except for the PF Mid-Cap Value Fund, PF Absolute Return Fund and PF Equity Long/Short Fund. These Funds have not operated for a full fiscal year and, as such, their management fee rates (gross of any fee waiver) are shown. A discussion regarding the basis for the Board’s approval of the investment advisory agreement and sub-advisory agreements for the Funds in this prospectus, as applicable, is available in the Funds’ annual report dated March 31, 2016.


Fund	Management Fee Paid for Fiscal Year Ended 3/31/16 or Management Fee Rate (as a percentage of average net assets)
Pacific Funds Core Income		0.50%
Pacific Funds Floating Rate Income		0.65%
Pacific Funds High Income		0.60%
PF Floating Rate Loan Fund		0.65%
PF Inflation Managed Fund		0.38%
PF Managed Bond Fund		0.40%
PF Short Duration Bond Fund		0.40%
PF Emerging Markets Debt Fund		0.79%
PF Comstock Fund		0.74%
PF Growth Fund		0.55%
PF Large-Cap Growth Fund		0.71%
PF Large-Cap Value Fund		0.65%
PF Main Street CoreFund		0.45%
PF Mid-Cap Equity Fund		0.65%
PF Mid-Cap Growth Fund		0.65%
PF Mid-Cap Value Fund		0.70%
PF Small-Cap Growth Fund		0.60%
PF Small-Cap Value Fund		0.75%
PF Emerging Markets Fund		0.80%
PF International Large-Cap Fund		0.85%
PF International Small-Cap Fund		0.83%
PF International Value Fund		0.65%
PF Real Estate Fund		0.90%

129


Fund	Management Fee Paid for Fiscal Year Ended 3/31/16 or Management Fee Rate (as a percentage of average net assets)
PF Absolute Return Fund		0.80%
PF Currency Strategies Fund		0.65%
PF Equity Long/Short Fund		1.15%
PF Global Absolute Return Fund		0.80%

The table that follows provides information about each management firm and individual team members responsible for making investment decisions for the Funds (i.e., portfolio managers), including their primary title with the Manager (or affiliate) and business experience for the past five years. Each of the portfolio managers listed in the following table is jointly and primarily responsible for the day-to-day management of the respective Fund, unless there is only one portfolio manager listed which indicates that he or she is primarily responsible for that Fund. For each portfolio manager listed, the SAI provides additional information about compensation, other accounts managed and ownership of securities in the Fund(s) managed by the portfolio manager. The portfolio managers for a Fund may change at the Manager’s discretion.


AllianceBernstein L.P.

1345 Avenue of the Americas, New York, New York 10105 AllianceBernstein L.P. (“AB”) is a leading global investment management firm providing investment management services for many of the largest U.S. public and private employee benefit plans, public employee retirement funds, investment companies, and foundations, endowments, high net worth individuals, banks and insurance companies. As of March 31, 2016, AB’s total assets under management were approximately $479 billion.

PF SMALL-CAP VALUE FUND
James MacGregor, CFA	Chief investment officer of AB’s small and mid-cap value equities since 2009, served as chief investment officer of AB’s Canadian value equities from 2009-2012, and director of research of AB’s small and mid-cap value equities from 2004 to 2009. Mr. MacGregor has over 22 years of investment experience. He has a BA from McGill University, an MSc from the London School of Economics, and an MBA from the University of Chicago.
Shri Singhvi	Director of research of AB’s small and mid-cap value equities since 2014, with responsibility for overseeing coverage of companies for the small-cap and small/mid-cap value services. From 2008 until his recent promotion, Mr. Singhvi was a senior research analyst on AB’s small/mid-cap value team, responsible for coverage of financial and technology companies. He has over 11 years of investment experience. Mr. Singhvi has a BTech from Indian Institute of Technology, Mumbai, an MS from Purdue University, and an MBA from the University of Chicago.
AQR Capital Management, LLC

Two Greenwich Plaza, Greenwich, CT 06830 AQR Capital Management, LLC (“AQR”) is a Delaware limited liability company formed in 1998. AQR is an investment management firm that employs a disciplined multi-asset, global research process. As of March 31, 2016, AQR’s total assets under management were approximately $153.6 billion.

PF EQUITY LONG/SHORT FUND
Andrea Frazzini	Dr. Frazzini joined AQR in 2008 and is a principal. He develops quantitative models for AQR’s global stock selection team. Dr. Frazzini has over 10 years of investment experience. He has a BS from the University of Rome III, an MS from the London School of Economics, and a PhD from Yale University.
Jacques A. Friedman	Mr. Friedman joined AQR at its inception in 1998 and is a principal. He is head of AQR’s global stock selection team, overseeing research and portfolio management. Mr. Friedman has over 19 years of investment experience. He has a BS from Brown University and an MS from University of Washington.
Michele L. Aghassi	Ms. Aghassi joined AQR in 2005 and is a principal. She is co-head of AQR’s global stock selection team, overseeing research and portfolio management. She has over 16 years of investment experience. Ms. Aghassi has a BSc from Brown University and a Ph.D. from the Massachusetts Institute of Technology.
Hoon Kim, CFA	Mr. Kim joined AQR in 2005 and is a principal. He develops AQR’s quantitative models and oversees portfolio management for its Global Stock Selection team. He has over 16 years of investment experience. Mr. Kim has a BA from Yonsei University and an MBA and Ph.D. from Carnegie Mellon University.

130


Ashmore Investment Management Limited

61 Aldwych, London, United Kingdom, WC2B 4AE Ashmore Investment Management Limited (“Ashmore”), registered with the U.S. Securities and Exchange Commission, is indirectly wholly-owned by Ashmore Group plc, a company incorporated in England and Wales which is listed on the official list of the UK Listing Authority and admitted to trading on the London Stock Exchange. As of March 31, 2016, Ashmore Group plc’s total assets under management, including pooled vehicles and accounts located outside the United States, were approximately $51.3 billion.

PF EMERGING MARKETS DEBT FUND	Investment decisions for the Fund are made on a collective basis by Ashmore’s investment committee (which is comprised of the individuals listed below), together with other members of the portfolio management team.
Mark Coombs	Chief executive officer of Ashmore since inception of the firm and the chairman of Ashmore’s investment committee since 1992. Mr. Coombs is also currently co-chair of the board of EMTA (formerly the Emerging Markets Trade Association). He has over 34 years of investment experience investing in emerging markets. He has an MA from Cambridge University.
Ricardo Xavier	Senior portfolio manager of Ashmore since 2003, Ashmore’s head of local currency and the deputy chairman of Ashmore’s investment committee since 2014. Mr. Xavier has geographic responsibility for Latin America, and product responsibility for local currencies, local currency debt and related derivatives. He has over 23 years of investment experience investing in emerging market debt. Mr. Xavier has a bachelor’s degree from Fundação Armando Alvares Penteado, Sao Paulo.
Herbert Saller	Senior portfolio manager of Ashmore, Ashmore’s head of external debt since 2009, and a member of Ashmore’s investment committee since he joined Ashmore in 2002. Mr. Saller has over 27 years of investment experience which includes global emerging market sovereign and corporate debt as well as banking as a proprietary trader. He has a business management degree from Verwaltungs-und Wirtschafts-Akademie, Munich.
Robin Forrest	Senior portfolio manager of Ashmore since 2006, Ashmore’s head of corporate debt since 2006, and a member of Ashmore’s investment committee since 2012. Mr. Forrest has over 22 years of investment experience including capital markets, origination, structuring, execution, syndication, risk management, and credit within loan and high yield markets as well as emerging markets. He has a BA from Oxford University.
BlackRock Investment Management, LLC

1 University Square Drive, Princeton, New Jersey 08540 BlackRock Investment Management, LLC (“BlackRock”) is an indirect, wholly-owned subsidiary of BlackRock, Inc., one of the largest publicly traded investment management firms in the U.S. BlackRock Inc. is an affiliate of PNC Financial Services Group, Inc. BlackRock is a registered investment adviser and a commodity pool operator organized in 1999. As of March 31, 2016, BlackRock, Inc.’s total assets under management, including BlackRock’s, were approximately $4.73 trillion.

PF LARGE-CAP GROWTH FUND
Lawrence G. Kemp, CFA	Managing director at BlackRock since 2012. Mr. Kemp was managing director of UBS Global AM from 2005 to 2012 and lead portfolio manager of UBS Global AM from 2002 to 2012. He has over 28 years of investment experience. Mr. Kemp has a BA from Stanford University and an MBA from the University of Chicago.

131


BlueBay Asset Management LLP

77 Grosvenor Street, London W1K 3JR, United Kingdom BlueBay Asset Management LLP is authorized and regulated by the United Kingdom Financial Conduct Authority and is a registered investment adviser. BlueBay Asset Management LLP was established in 2001 as a specialist manager of fixed income products and manages a wide range of traditional and alternative specialist fixed income portfolios for both funds and separate accounts. As of March 31, 2016, BlueBay Asset Management LLP’s total assets under management were approximately $57.8 billion.

PF ABSOLUTE RETURN FUND
Raphael Robelin	Co-chief investment officer of BlueBay since January 2014, co-head of investment grade debt of BlueBay since 2010, and senior portfolio manager of BlueBay since 2003. Mr. Robelin has over 20 years of investment experience. He holds a BSc from the Engineering School of Information and Digital Technologies (EFREI), Paris, France and a Master 2 from La Sorbonne, Paris, France.
Mark Dowding	Co-head of BlueBay’s investment grade debt team and senior portfolio manager since 2010. Prior to joining BlueBay, Mr. Dowding was head of fixed income of BlueBay in Europe at Deutsche Asset Management since from 2007 to 2010. He has over 22 years of investment experience. Mr. Dowding holds a BA from the University of Warwick, UK.
Geraud Charpin	Portfolio manager of BlueBay since August 2008, responsible for the alternative strategies managed by the investment grade debt team. Mr. Charpin has over 21 years of investment experience. He holds a BSc from Institut de Chimie et Physique Industrielles de Lyon (ICPI Lyon), France and a MSc from École Supérieure des Sciences Économiques et Commerciales (ESSEC International Business School), Paris, France.
Andrzej Skiba, CFA	Senior portfolio manager of BlueBay’s investment grade debt team based in Stamford, CT, since January 2013. Before moving to the U.S., Mr. Skiba was a credit analyst at BlueBay in the investment grade debt team in London from 2005 to 2013. He has over 14 years of investment experience. Mr. Skiba has a BSc from the University of Manchester Institute of Science and Technology (UMIST), Manchester, UK.
Boston Management and Research, doing business as Eaton Vance Investment Managers (“Eaton Vance”)

Two International Place, Boston, Massachusetts 02110 Eaton Vance, a registered investment adviser, has been managing assets since 1924 and managing mutual funds since 1931. As of March 31, 2016, Eaton Vance and its affiliates had total assets under management of approximately $315.1 billion.

PF FLOATING RATE LOAN FUND
Scott H. Page, CFA	Vice president, co-director of Eaton Vance’s bank loan team and portfolio manager of Eaton Vance’s senior loan funds since 1996. Mr. Page has over 33 years of investment experience. He has a BA from Williams College and an MBA from the Amos Tuck School at Dartmouth College.
Andrew N. Sveen, CFA	Vice president of Eaton Vance since 1999, director of Eaton Vance’s bank loan trading and portfolio manager of Eaton Vance’s senior loan funds since 2007. Mr. Sveen has been a member of Eaton Vance’s bank loan team since 1999. He has over 21 years of investment experience. Mr. Sveen has a BA from Dartmouth College and an MBA from the William Simon School of Business Finance.
Craig P. Russ	Vice president of Eaton Vance since 1997, co-director of Eaton Vance’s bank loan team and portfolio manager of Eaton Vance’s senior loan funds since 2000. Mr. Russ is a co-manager for several Eaton Vance senior loan funds and has been a member of Eaton Vance’s bank loan team since 1997. He has over 30 years of investment experience. Mr. Russ has a BA from Middlebury College.
PF GLOBAL ABSOLUTE RETURN FUND
John R. Baur	Vice president of Eaton Vance since 2007 and portfolio manager of Eaton Vance’s global fixed-income team since 2008. Mr. Baur has over 11 years of investment experience. He has a BS from MIT and an MBA from the Johnson Graduate School of Management at Cornell University.
Michael A. Cirami, CFA	Vice president of Eaton Vance since 2005 and portfolio manager of Eaton Vance’s global fixed-income team since 2008. Mr. Cirami has over 15 years of investment experience. He has a BA from Mary Washington College and an MBA from William E. Simon School at the University of Rochester.
Eric A. Stein, CFA	Vice president of Eaton Vance since 2009 and portfolio manager of Eaton Vance’s global fixed-income team since 2008. Mr. Stein has over 13 years of investment experience. He has a BS from Boston University and an MBA from the University of Chicago School of Business.

132


ClearBridge Investments, LLC

620 Eighth Avenue, New York, New York 10018 ClearBridge Investments, LLC (“ClearBridge”) provides investment advisory services to institutional investors and individuals. As of March 31, 2016, ClearBridge’s total assets under management were approximately $104.5 billion.

PF LARGE-CAP VALUE FUND
Robert Feitler	Managing director of ClearBridge since 2005 and director of ClearBridge since 2003. Mr. Feitler has over 22 years of investment experience. He has a BA from Haverford College and an MBA from the University of Wisconsin.
Dmitry Khaykin	Managing director of ClearBridge since 2008, director and portfolio manager of ClearBridge since 2007. Mr. Khaykin has over 20 years of investment experience in the management and analysis of U.S. equities. He has a BA from New York University and an MBA from The Wharton School of Business at the University of Pennsylvania.
Invesco Advisers, Inc.

1555 Peachtree Street, N.E., Atlanta, Georgia 30309 Invesco Advisers, Inc. (“Invesco”) is a publicly traded company that, through its subsidiaries, engages in the business of investment management on an international basis. As of March 31, 2016, Invesco’s, including its affiliates, total assets under management were approximately $771.5 billion.

PF COMSTOCK FUND	As lead portfolio manager, Mr. Holt generally has final authority over all aspects of the Fund’s investments.
Kevin Holt, CFA	Portfolio manager of Invesco and/or its affiliates since June 2010. Managing director and portfolio of Van Kampen Asset Management and/or its affiliates (“VKAM”) from 1999 to May 2010. Mr. Holt has over 26 years of investment experience. He has a BA from the University of Iowa and an MBA from the University of Chicago. As lead portfolio manager, Mr. Holt generally has final authority over all aspects of the fund’s investments.
Devin Armstrong, CFA	Portfolio manager of Invesco and/or its affiliates since June 2010. Vice president and portfolio manager of VKAM from 2004 to May 2010. Mr. Armstrong has over 17 years of investment experience. He has a BS from the University of Illinois and an MBA from Columbia University.
James Warwick	Portfolio manager of Invesco and/or its affiliates since June 2010. Executive director and portfolio manager of VKAM from 2002 to May 2010. Mr. Warwick has over 23 years of investment experience. He has a BBA from Stephen F. Austin State University and an MBA from the University of Houston.
Charles DyReyes, CFA	Portfolio manager of Invesco since 2015. From 2010 to 2015, Mr. DyReyes was senior equity analyst of Brandywine Global Investment Management. He has over 14 years of investment experience. Mr. DyReyes has a BS from Lehigh University.
Ivy Investment Management Company

6300 Lamar Avenue, Overland Park, Kansas 66202 Ivy Investment Management Company (“Ivy”) operates as a wholly owned subsidiary of Waddell & Reed Financial, Inc. (“Waddell & Reed”). Waddell & Reed traces its investment heritage back to 1937. The firm is focused on asset management and distribution of investment products. As of March 31, 2016, Waddell & Reed (parent company of Ivy) had total assets under management of approximately $95.2 billion.

PF MID-CAP GROWTH FUND

Kimberly A. Scott, CFA	Senior vice president of Ivy since 2004 and portfolio manager of Ivy’s mid cap growth fund since January 2001. Ms. Scott has over 28 years of investment experience. She has a BS from the University of Kansas and an MBA from the University of Cincinnati.

133


J.P. Morgan Investment Management Inc.

270 Park Avenue, New York, New York 10017 J.P. Morgan Investment Management Inc. (“JPMorgan”). JPMorgan manages assets for governments, corporations, endowments, foundations, and individuals worldwide. As of March 31, 2016, JPMorgan’s, including all advisory affiliates’, total assets under management were approximately $1.68 trillion.

PF INTERNATIONAL VALUE FUND	This Fund is managed by a portfolio management team. The team is led by Mr. Woort-Menker.
Gerd Woort-Menker, CFA	Managing director of JPMorgan since 1996, senior portfolio manager of JPMorgan’s global equities team since 2001 and is currently lead manager of the team’s value strategies. Mr. Woort-Menker has managed JPMorgan’s international and global equity portfolios since 2001 and has managed JPMorgan’s international value strategy since its inception in 2002. He has been employed by JPMorgan since 1987. He has over 32 years of investment experience. Mr. Woort-Menker has a BA from Muenster University and an MA from Freiburg University.

Demetris Georghiou, CFA	Executive director of JPMorgan since 2014, portfolio manager of JPMorgan’s EAFE research enhanced index (REI) 200 strategy since 2016. He has been employed by JPMorgan since 2007. He has over 8 years of investment experience. Mr. Georghiou has a MEng from Imperial College London.
Georgina Perceval Maxwell	Managing director of JPMorgan since 2008, senior portfolio manager of JPMorgan’s global equities team since 1997. She has been employed by JPMorgan since 1997. She has over 31 years of investment experience. Ms. Perceval Maxwell has a an MA from Edinburgh University.

Lord, Abbett & Co. LLC

90 Hudson Street, Jersey City, New Jersey 07302 Founded in 1929, Lord, Abbett & Co. LLC (“Lord Abbett”) manages one of the nation’s oldest mutual fund complexes. A team of experienced portfolio managers responsible for investment decisions manage the PF Small-Cap Growth Fund’s portfolio, together with a team of investment professionals who provide issuer, industry, sector and macroeconomic research and analysis. As of March 31, 2016, total assets under management were approximately $126.9 billion in assets across a full range of mutual funds, institutional accounts and separately managed accounts, including $1.4 billion for which Lord Abbett provides investment models to managed account sponsors.

PF SMALL-CAP GROWTH FUND

F. Thomas O’Halloran, J.D., CFA	Partner and lead portfolio manager of Lord Abbett’s small cap growth strategy since 2003, micro cap growth strategy since 2006, and growth equity strategy since 2011. Mr. O’Halloran has over 28 years of investment experience. He has an AB from Bowdoin College, a JD from Boston College, and an MBA from Columbia University.

Arthur K. Weise, CFA	Partner and portfolio manager of Lord Abbett’s small cap growth strategy since 2010, micro cap growth strategy since 2013, and growth equity strategy since 2011. Mr. Weise joined Lord Abbett in 2007, and was named partner in 2012. Mr. Weise has over 21 years of investment experience. He has a BA from Columbia University.
Massachusetts Financial Services Company, doing business as MFS Investment Management

111 Huntington Avenue, Boston, Massachusetts 02199 MFS Investment Management (“MFS”), and its predecessor organizations have a history of money management dating from 1924 and the founding of the first mutual fund. As of March 31, 2016, total assets under management of MFS and its advisory affiliates were approximately $418 billion.

PF GROWTH FUND
Eric B. Fischman, CFA	Investment officer and portfolio manager of MFS since 2002. Mr. Fischman has over 17 years of investment experience. He has a BA from Cornell University, a JD from Boston University, and an MBA from Columbia University.
Matthew D. Sabel	Investment officer of MFS since 2009 and portfolio manager of MFS since 2011. Mr. Sabel has over 15 years of investment experience. He has a BA from Tufts University.

134


PF INTERNATIONAL LARGE-CAP FUND
Filipe M.G. Benzinho	Investment officer of MFS since 2009 and portfolio manager of MFS since 2016. Mr. Benzinho has over 7 years of investment experience. He has an undergraduate degree from Instituto Superior das Ciencias do Trabalho e da Empresa and an MBA from Harvard Business School.
Daniel Ling, CFA	Investment officer and portfolio manager of MFS since 2009. From 2006-2009, Mr. Ling was a global equity research analyst at MFS. He has over 17 years of investment experience. Mr. Ling, who is based in Singapore, has a BA from Nanyang Technological University.
Marcus L. Smith	Investment officer and portfolio manager of MFS since 2001. Mr. Smith has over 20 years of investment experience. He has a BS from Mount Union College and an MBA from the University of Pennsylvania.
Morgan Stanley Investment Management Inc.

522 Fifth Avenue, New York, New York 10036 Morgan Stanley Investment Management Inc. (“MSIM”) conducts a worldwide portfolio management business and provides a broad range of portfolio management services to customers in the U.S. and abroad. MSIM’s portfolio managers are supported by a network of experienced research professionals based in New York, London, Singapore and Tokyo. As of March 31, 2016, MSIM’s, including its affiliated asset management companies’, total assets under management were approximately $405 billion.

PF REAL ESTATE FUND	The fund is managed by members of the MSIM global listed real assets team. The team consists of portfolio managers and analysts. Current members of the team jointly and primarily responsible for the day-to-day management of the fund are Theodore R. Bigman and Bill Grant. Together, the team determines investment strategy, establishes asset-allocation frameworks and directs the implementation of investment strategy.
Theodore R. Bigman	Managing director and portfolio manager of MSIM’s real estate portfolio since 1995. Mr. Bigman has over 28 years of investment experience. He has a BA from Brandeis University and an MBA from Harvard Business School.
Bill Grant	Managing director and portfolio manager of MSIM’s U.S. real estate portfolio since 2014 and securities analyst for MSIM’s U.S. real estate portfolio from 2002 to 2014. Mr. Grant has over 14 years of investment experience. He has a BA from Occidental College.
OppenheimerFunds, Inc.

225 Liberty Street, New York, New York 10281 OppenheimerFunds, Inc. (“Oppenheimer”) is one of the largest mutual fund companies in the U.S. and has been serving the investment needs of financial advisors and their clients since 1960. As of March 31, 2016, Oppenheimer’s total assets under management, including all assets managed and/or advised by Oppenheimer, its divisions and its subsidiaries, were approximately $214 billion.

PF MAIN STREET CORE FUND
Manind Govil, CFA	Senior vice president, head of the Main Street team and a portfolio manager of Oppenheimer since 2009. Mr. Govil is also a portfolio manager of other portfolios in the OppenheimerFunds complex. From 2006 to 2009, he was a portfolio manager with RS Investment Management Co. LLC. Mr. Govil has over 23 years of investment experience. He has a Bachelor of Commerce from the University of Bombay, India and an MBA from the University of Cincinnati.
Benjamin Ram	Vice president and co-portfolio manager of Oppenheimer since 2009. Mr. Ram is also a portfolio manager of other portfolios in the OppenheimerFunds complex. From 2006 to 2009, he was sector manager for financial investments and a co-portfolio manager for mid-cap portfolios with the RS core equity team of RS Investment Management Co. LLC. Mr. Ram has over 19 years of investment experience. He has a BA from the University of Maryland and an MBA from Johns Hopkins University.

Paul Larson	Vice president and co-portfolio manager of Oppenheimer since 2013, vice president and senior generalist analyst of Oppenheimer’s main street team since 2013. Prior to joining Oppenheimer in January 2013, Mr. Larson was a portfolio manager of Morningstar since 2005 and chief equity strategist of Morningstar since 2011. Mr. Larson has over 20 years of investment experience. He has a BS in from the University of Illinois at Chicago and an MBA from the Keller Graduate School of Management.

135


PF EMERGING MARKETS FUND
Justin M. Leverenz, CFA	Director of Oppenheimer’s emerging markets equities since 2013, senior vice president of Oppenheimer since 2009, portfolio manager of Oppenheimer since 2007, and vice president of Oppenheimer from 2004 to 2009. Mr. Leverenz has over 23 years of investment management and research experience. He has a BA and an MA from the University of California, San Diego.
John Paul Lech	Director of research of Oppenheimer’s emerging markets equity team since 2015 and vice president of Oppenheimer since 2011. From 2010 to 2015, Mr. Lech was senior research analyst of Oppenheimer’s emerging markets equity team. He has over 11 years of investment experience. Mr. Lech has a BA and MA from the Walsh School of Foreign Service from Georgetown University.
Pacific Asset Management
700 Newport Center Drive, Newport Beach, California 92660 Pacific Life Fund Advisors LLC (“PLFA”) is the investment adviser to the Trust. PLFA also does business under the name “Pacific Asset Management” and manages Pacific Funds Core Income, Pacific Funds Floating Rate Income and Pacific Funds High Income under that name.
PACIFIC FUNDS CORE INCOME
David Weismiller, CFA	Managing director and portfolio manager of Pacific Asset Management since 2007. Mr. Weismiller is the lead portfolio manager for Pacific Funds Core Income. As the lead portfolio manager, he has final authority over all aspects of the Fund’s portfolio, including security selection, sector allocation and risk positioning. In addition, Mr. Weismiller covers the chemicals and utilities sectors. He has over 18 years of investment experience. Mr. Weismiller has a BA from the University of California, Santa Barbara and an MBA from the University of California, Irvine.
Michael Marzouk, CFA	Managing director and portfolio manager of Pacific Asset Management since 2007. In addition to serving as a portfolio manager to Pacific Asset Management’s corporate (bank) loan strategy, Mr. Marzouk has responsibility for covering the media cable, wireline and wireless sectors. He has over 18 years of investment experience. Mr. Marzouk has a BA from the University of California, Los Angeles and an MBA from the Anderson School of Management.
Brian M. Robertson, CFA	Managing director of Pacific Asset Management since 2012, portfolio manager of Pacific Asset Management since 2008 and senior analyst of Pacific Asset Management since 2007. Mr. Robertson also provides research and analysis of investments in the forest products, metals and mining sectors. He has over 12 years of investment experience. Mr. Robertson has a BA from the University of Michigan.
PACIFIC FUNDS FLOATING RATE INCOME
J.P. Leasure	Senior managing director and portfolio manager of Pacific Asset Management since 2007. In addition to serving as a portfolio manager to Pacific Asset Management’s corporate (bank) loan strategy, Mr. Leasure has responsibility for overseeing all credit research activities for Pacific Asset Management. He has over 18 years of investment and banking experience. Mr. Leasure has a BA from the University of California, Los Angeles and an MBA from Columbia University.
Michael Marzouk, CFA	Managing director and portfolio manager of Pacific Asset Management since 2007. In addition to serving as a portfolio manager to Pacific Asset Management’s corporate (bank) loan strategy, Mr. Marzouk has responsibility for covering the media cable, wireline and wireless sectors. He has over 18 years of investment experience. Mr. Marzouk has a BA from the University of California, Los Angeles and an MBA from the Anderson School of Management.
PACIFIC FUNDS HIGH INCOME
Brian M. Robertson, CFA	Managing director of Pacific Asset Management since 2012, portfolio manager of Pacific Asset Management since 2008 and senior analyst of Pacific Asset Management since 2007. Mr. Robertson also provides research and analysis of investments in the forest products, metals and mining sectors. He has over 12 years of investment experience. Mr. Robertson has a BA from the University of Michigan.
C. Robert Boyd	Managing director of Pacific Asset Management since 2012 and portfolio manager of Pacific Asset Management since 2014. Mr. Boyd is a member of the high yield portfolio management team and provides research and analysis of investments in the gaming, leisure, aircraft and equipment rental sectors. Prior to joining Pacific Asset Management, he was a vice president, credit analyst and bank loan portfolio manager at PIMCO since 1998. Mr. Boyd has over 17 years of investment experience, focused on leveraged finance, credit analysis and structured products. Mr. Boyd has a BA from California State University, Long Beach and an MBA from the University of Southern California.

136


Pacific Investment Management Company LLC

650 Newport Center Drive, Newport Beach, California 92660 Founded in 1971, Pacific Investment Management Company LLC (“PIMCO”) specializes in the management of fixed income portfolios. It has a long-term investment philosophy, and uses a variety of techniques, including software programs it has developed, to help increase portfolio performance while controlling volatility. As of March 31, 2016, PIMCO’s total assets under management were approximately $1.5 trillion.
PF INFLATION MANAGED BOND FUND Mihir P. Worah		Chief investment officer for PIMCO’s real return and asset allocation since 2014, deputy chief investment officer of PIMCO since 2014, managing director of PIMCO since 2009, a portfolio manager of PIMCO since 2003, and head of PIMCO’s real return and multi-asset portfolio management team since 2008. He has over 15 years of investment experience. Mr. Worah has a BS from Lafayette College and a PhD from the University of Chicago.
Jeremie Banet		Executive vice president of PIMCO since 2011 and portfolio manager of PIMCO’s real return team since 2014. Prior to joining PIMCO, Mr. Banet worked on U.S. inflation trading at Nomura from 2010 to 2011 and was head of U.S. inflation trading with BNP Paribas from 2006 to 2010. Mr. Banet has over 15 years of investment experience. Mr. Banet has an undergraduate degree and a master’s from Paris IX Dauphine University.
PF MANAGED BOND FUND
Scott A. Mather		Chief investment officer for PIMCO’s U.S. core strategies since 2014, managing director of PIMCO since 2004, a portfolio manager of PIMCO since 1998 and head of PIMCO’s global portfolio management since 2008. He has over 21 years of investment experience and has a master’s degree and a BS from the University of Pennsylvania.
Mark R. Kiesel		Chief investment officer for PIMCO’s global credit since 2014, managing director of PIMCO since 2009, permanent member of the PIMCO Investment Committee since 2014 and a rotating member since 2000, a generalist portfolio manager of PIMCO since 2006 and the global head of corporate bond portfolio management of PIMCO since 2000, with oversight for the PIMCO’s investment grade, high yield, bank loan, municipal and insurance business as well as credit research. He has over 23 years of investment experience and has an MBA from the University of Chicago’s Graduate School of Business and BS from the University of Michigan.

Mihir P. Worah		Chief investment officer for PIMCO’s real return and asset allocation since 2014, deputy chief investment officer of PIMCO since 2014, managing director of PIMCO since 2009, a portfolio manager of PIMCO since 2003, and head of PIMCO’s real return and multi-asset portfolio management team since 2008. He has over 15 years of investment experience. Mr. Worah has a BS from Lafayette College and a PhD from the University of Chicago.

Principal Global Investors, LLC, doing business as Macro Currency Group

711 High Street, Des Moines, Iowa 50392 Macro Currency Group (“MCG”) is a leading absolute return manager with a focus on managing currency portfolios. As of March 31, 2016, MCG and its affiliates had total assets under management of approximately $386.7 billion.

PF CURRENCY STRATEGIES FUND
Mark Farrington	Managing director and head of MCG since 1999 and portfolio manager of MCG since 1999. Mr. Farrington has over 26 years of experience in the global financial industry. He has a BS from Oregon State University.
Dr. Ivan Petej	Managing director, head of portfolio construction, risk and quantitative strategy for MCG since 2006 and portfolio manager of MCG since 2011. Dr. Petej is responsible for ensuring that fundamental views are represented optimally from a risk-adjusted return perspective and to achieve portfolio consistency across varying mandates. He has over 13 years of investment experience. Dr. Petej has a PhD from the University of Oxford, a MPhys and a BSc from the University of Cambridge.

137


QS Investors, LLC

880 Third Avenue, New York, New York 10022 QS Investors, LLC (“QS Investors”) specializes in disciplined and systematic investment solutions. As of March 31, 2016, the total combined assets under management for QS Investors and its advisory affiliates were approximately $23.9 billion.

PF INTERNATIONAL SMALL-CAP FUND	This Fund is managed by QS Investors’ Active Equity Portfolio Management Strategy team.
Stephen A. Lanzendorf, CFA	Head of active equity portfolio management strategy at QS Investors since 2014. Mr. Lanzendorf was formerly the deputy chief investment officer and head of the developed markets investment team at Batterymarch Financial Management (“Batterymarch”) from 2012 to 2014. Prior to this, he served as co-head of the developed markets team at Batterymarch from 2010 to 2012 and head of the US team investment team at Batterymarch from 2006 to 2010. Mr. Lanzendorf has over 32 years of investment experience. He has a BS and MS from the Massachusetts Institute of Technology.
Christopher W. Floyd, CFA	Portfolio manager at QS Investors since 2014. Mr. Floyd was formerly a developed markets senior portfolio manager at Batterymarch from 2012 to 2014 and served as a portfolio manager at Batterymarch from 2003 to 2012. He has over 17 years of investment experience. Mr. Floyd has a BA from Dartmouth College and an MBA from Cornell University.
Robeco Investment Management, Inc., doing business as Boston Partners

909 Third Avenue, 32nd Floor, New York, NY 10022 Boston Partners is a registered investment adviser organized in Delaware. As of March 31, 2016, Boston Partners’ total assets under management were approximately $77.5 billion.

PF MID-CAP VALUE FUND
Steven L. Pollack, CFA	Portfolio Manager for Boston Partners’ Mid Cap Value Equity product since 2001. He has over 31 years of investment experience. Mr. Pollack has a BA from Georgia Institute of Technology and an MBA from the Anderson School of Management at the University of California, Los Angeles.
Scout Investments, Inc.

928 Grand Boulevard, Kansas City, Missouri 64106 Scout Investments, Inc. (“Scout”) is a nationally recognized institutional investment manager that offers an array of equity and fixed income products. As of March 31, 2016, total assets under management were approximately $27.3 billion.

PF MID-CAP EQUITY FUND

G. Patrick Dunkerley, CFA	Portfolio manager of Scout since 2006. Mr. Dunkerley has over 22 years of investment experience. He has a BS from the University of Missouri and an MBA from Golden Gate University.
Derek M. Smashey, CFA	Portfolio manager of Scout since 2006. Mr. Smashey has over 12 years of investment experience. He has a BS from Northwest Missouri State University and an MBA from the University of Kansas.

John A. Indellicate II, CFA	Portfolio manager of Scout since 2011 and quantitative and securities analyst of Scout from 2004 to 2011. Mr. Indellicate has over 12 years of investment experience. He has a BA from Harvard University.
Jason J. Votruba, CFA	Portfolio manager of Scout since joining in 2002. Mr. Votruba has over 18 years of investment experience. He has a BS from Kansas State University.

138


T. Rowe Price Associates, Inc.

100 East Pratt Street, Baltimore, Maryland, 21202 Founded in 1937 by the late Thomas Rowe Price, Jr., T. Rowe Price Associates, Inc. (“T. Rowe Price”) and its affiliates manage individual and institutional investor accounts. As of March 31, 2016, T. Rowe Price’s total assets under management, including its affiliates’, were approximately $764.6 billion.

PF SHORT DURATION BOND FUND
Edward A. Wiese, CFA	Head of T. Rowe Price’s fixed income division since January 2015, overseeing fixed income investment management. Mr. Weise is also chairman of T. Rowe Price’s fixed income steering committee since 2015, member of T. Rowe Price’s management committee since 2015, and portfolio manager in T. Rowe Price’s fixed income division since 1998, serving as president and chairman of T. Rowe Price’s investment advisory committees of the short-term bond fund and the limited term bond portfolio since 1995. Additionally, he is a member of T. Rowe Price’s finance and counterparty risk committees since 2015 and 2014, respectively. Mr. Wiese has over 32 years of investment experience. He has a BA from Yale University, an MS from Johns Hopkins University, and an MBA from the Amos Tuck School of Business Administration at Dartmouth College.
Michael F. Reinartz, CFA	Vice president of T. Rowe Price Group, Inc. since 2013, vice president of T. Rowe Price since 2010, and portfolio manager in T. Rowe Price’s fixed income division since 2012. Mr. Reinartz is a member of T. Rowe Price’s U.S. taxable low duration team since 2015 as well as a portfolio manager in T. Rowe Price’s short-term bond fund and limited-term bond portfolio since 2015. He has over 19 years of investment experience. Mr. Reinartz has a BS from Towson University. They are assisted by one of T. Rowe Price’s investment advisory committees.
UBS Asset Management (Americas) Inc.

1285 Avenue of the Americas, New York, New York 10019 UBS Asset Management (Americas) Inc. (“UBS AM”), formerly named UBS Global Asset Management (Americas) Inc., is an indirect, wholly-owned subsidiary of UBS Group AG (“UBS”) and a member of the UBS Asset Management division. UBS AM employs a number of investment strategies in connection with its investment management services. As of March 31, 2016, the UBS Asset Management division’s total assets under management were approximately $628 billion and UBS AM’s total assets under management were approximately $143 billion.

PF CURRENCY STRATEGIES FUND

Jonathan Davies, CFA	Managing director of UBS AM since 2006, head of currency for UBS AM’s multi asset team since 2009, and UK investment coordinator for UBS AM since 2009. Mr. Davies has over 24 years of investment experience. He has a MA from Keble College, Oxford, and an MSc from the University of London.
Alistair Moran, CFA	Co-portfolio manager of UBS AM since 2015 and member of UBS AM’s asset allocation & currency committee since 2013. From 2013 to 2015, Mr. Moran was an analyst within UBS AM’s multi asset team. From 2008 to 2012, he was a financial regulator at the Financial Services Authority. Mr. Moran has over 6 years of investment experience. He has a BA from the Strathclyde University, Glasgow.

Western Asset Management Company

385 East Colorado Boulevard, Pasadena, California 91101 Western Asset Management Company operates from offices in California and New York. Portfolio management services are also provided by Western Asset Management Company Ltd. (Japan), Western Asset Management Company Pte. Ltd. (Singapore) and Western Asset Management Company Limited (United Kingdom) (together with Western Asset Management Company, these firms are collectively “Western Asset”), and each is a registered investment adviser, and a wholly-owned subsidiary of Legg Mason, Inc. Western Asset, together with other affiliated investment advisory entities around the world, provide global asset management services. As of March 31, 2016, Western Asset, together with its other affiliated investment advisory entities, had total assets under management of approximately $436.4 billion.

PF INFLATION MANAGED FUND
S. Kenneth Leech	Chief investment officer of Western Asset since 1990. Mr. Leech has over 38 years of investment experience. He has a BA, a BS, and an MBA from The Wharton School at the University of Pennsylvania.

Frederick R. Marki, CFA	Portfolio manager of Western Asset since 2005. Mr. Marki has 33 years of investment performance. He has a BS from Massachusetts Institute of Technology.

139


PF MANAGED BOND FUND
S. Kenneth Leech	Chief investment officer of Western Asset since 1990. Mr. Leech has over 38 years of investment experience. He has a BA, a BS, and an MBA from The Wharton School at the University of Pennsylvania.
Michael C. Buchanan, CFA	Deputy chief investment officer of Western Asset since 2015 and head of global credit at Western Asset since 2005. Mr. Buchanan has over 25 years of investment experience. He has a BA from Brown University.
Carl L. Eichstaedt, CFA	Portfolio manager of Western Asset since 1994. Mr. Eichstaedt has over 29 years of investment experience. He has a BS from the University of Illinois and an MBA from Kellogg Graduate School of Management at Northwestern University.
Chia-Liang Lian, CFA	Portfolio manager and head of Western Asset’s emerging markets debt since 2015. He joined Western Asset in 2011 after approximately 6 years with Pacific Investment Management Company (PIMCO), where he served as head of PIMCO’s emerging Asia portfolio management. Mr. Lian has over 22 years of investment experience. Mr. Lian has a BSc from the National University of Singapore.
Mark S. Lindbloom	Portfolio manager of Western Asset since 2005. Mr. Lindbloom has over 37 years of investment experience. He has a BS from Rider University and an MBA from Pace University.

FINANCIAL HIGHLIGHTS

The information in the Financial Highlights table is included and can be read in conjunction with the Trust’s financial statements and related notes, which have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, whose report along with the Trust’s financial statements and related notes, are included in the Trust’s annual report dated as of March 31, 2016. To find out how you can obtain a copy of the annual report, please refer to the Where To Go For More Information section on the back cover of this prospectus.

140

PACIFIC FUNDS

FINANCIAL HIGHLIGHTS

Selected per share, ratios and supplemental data for each year or period ended March 31, were as follows:


Fund	Selected Per Share Data																					Ratios to Average Net Assets			Supplemental Data
			Investment Operations								Distributions
For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (1)		Net Realized and Unrealized Gain (Loss)			Total			Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (2)	Expenses After Reductions (2), (3)	Net Investment Income (Loss) (2)	Total Returns (4)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
Pacific Funds Core Income (5)
4/27/2015 - 3/31/2016		$10.88		$0.31		($0.39	)		($0.08	)		($0.31	)		$—			($0.31	)		$10.49	0.74%	0.70%	3.17%		(0.75	%)		$15,964		74	%
Pacific Funds Floating Rate Income
4/1/2015 - 3/31/2016		$10.09		$0.41		($0.33	)		$0.08			($0.41	)		$—			($0.41	)		$9.76	0.90%	0.87%	4.17%		0.97	%		$568		99	%
4/1/2014 - 3/31/2015		10.52		0.45		(0.38	)		0.07			(0.47	)		(0.03	)		(0.50	)		10.09	0.89%	0.83%	4.44%		0.64	%		691		80	%
4/1/2013 - 3/31/2014		10.47		0.43		0.04			0.47			(0.40	)		(0.02	)		(0.42	)		10.52	0.90%	0.80%	4.11%		4.53	%		249		123	%
12/31/2012 - 3/31/2013		10.29		0.12		0.16			0.28			(0.10	)		—			(0.10	)		10.47	0.99%	0.80%	4.70%		2.74	%		14		186	%
Pacific Funds High Income
4/1/2015 - 3/31/2016		$10.40		$0.52		($1.09	)		($0.57	)		($0.47	)		$—			($0.47	)		$9.36	0.88%	0.80%	5.30%		(5.60	%)		$113,998		54	%
1/14/2015 - 3/31/2015		10.22		0.11		0.19			0.30			(0.12	)		—			(0.12	)		10.40	1.06%	0.80%	5.15%		2.94	%		38,919		60	%
PF Floating Rate Loan Fund
4/1/2015 - 3/31/2016		$9.87		$0.41		($0.66	)		($0.25	)		($0.48	)		$—			($0.48	)		$9.14	1.02%	0.80%	4.21%		(2.40	%)		$79,766		47	%
4/1/2014 - 3/31/2015		10.05		0.36		(0.19	)		0.17			(0.35	)		(0.00	)(6)		(0.35	)		9.87	1.03%	0.80%	3.55%		1.78	%		127,124		69	%
4/1/2013 - 3/31/2014		10.24		0.38		(0.04	)		0.34			(0.38	)		(0.15	)		(0.53	)		10.05	1.02%	0.80%	3.73%		3.39	%		123,116		73	%
4/1/2012 - 3/31/2013		10.10		0.46		0.18			0.64			(0.47	)		(0.03	)		(0.50	)		10.24	1.03%	0.80%	4.45%		6.40	%		110,204		94	%
4/1/2011 - 3/31/2012		10.12		0.43		(0.06	)		0.37			(0.39	)		—			(0.39	)		10.10	1.04%	0.80%	4.33%		3.80	%		112,088		45	%
PF Inflation Managed Fund
4/1/2015 - 3/31/2016		$8.80		$0.20		($0.27	)		($0.07	)		$—			$—			$—			$8.73	0.79%	0.64%	2.36%		(0.80	%)		$52,190		89	%
4/1/2014 - 3/31/2015		8.84		0.06		0.15			0.21			(0.25	)		—			(0.25	)		8.80	0.68%	0.58%	0.68%		2.38	%		126,154		139	%
4/1/2013 - 3/31/2014		9.73		0.07		(0.78	)		(0.71	)		(0.04	)		(0.14	)		(0.18	)		8.84	0.64%	0.56%	0.83%		(7.40	%)		185,765		36	%
4/1/2012 - 3/31/2013		10.79		0.21		0.52			0.73			(0.51	)		(1.28	)		(1.79	)		9.73	0.69%	0.58%	1.95%		6.79	%		164,281		111	%
4/1/2011 - 3/31/2012		10.53		0.31		0.85			1.16			(0.40	)		(0.50	)		(0.90	)		10.79	0.67%	0.56%	2.83%		11.11	%		287,956		372	%
PF Managed Bond Fund
4/1/2015 - 3/31/2016		$11.06		$0.28		($0.16	)		$0.12			($0.25	)		($0.36	)		($0.61	)		$10.57	0.64%	0.55%	2.58%		1.31	%		$421,377		370	%
4/1/2014 - 3/31/2015		10.76		0.15		0.52			0.67			(0.17	)		(0.20	)		(0.37	)		11.06	0.63%	0.55%	1.37%		6.32	%		643,882		578	%
4/1/2013 - 3/31/2014		11.11		0.13		(0.27	)		(0.14	)		(0.15	)		(0.06	)		(0.21	)		10.76	0.63%	0.55%	1.16%		(1.22	%)		579,753		530	%
4/1/2012 - 3/31/2013		10.86		0.20		0.55			0.75			(0.35	)		(0.15	)		(0.50	)		11.11	0.66%	0.56%	1.75%		6.85	%		565,285		495	%
4/1/2011 - 3/31/2012		10.75		0.25		0.15			0.40			(0.29	)		—			(0.29	)		10.86	0.67%	0.55%	2.33%		4.02	%		486,215		519	%
PF Short Duration Bond Fund
4/1/2015 - 3/31/2016		$10.01		$0.12		($0.09	)		$0.03			($0.20	)		$—			($0.20	)		$9.84	0.65%	0.55%	1.18%		0.35	%		$75,899		98	%
4/1/2014 - 3/31/2015		10.05		0.11		(0.02	)		0.09			(0.13	)		—			(0.13	)		10.01	0.64%	0.55%	1.11%		0.88	%		213,334		60	%
4/1/2013 - 3/31/2014		10.12		0.10		(0.04	)		0.06			(0.13	)		—			(0.13	)		10.05	0.64%	0.55%	1.02%		0.64	%		229,189		43	%
4/1/2012 - 3/31/2013		10.07		0.11		0.08			0.19			(0.14	)		(0.00	)(6)		(0.14	)		10.12	0.65%	0.55%	1.08%		1.86	%		223,601		63	%
4/1/2011 - 3/31/2012		10.04		0.11		0.05			0.16			(0.12	)		(0.01	)		(0.13	)		10.07	0.68%	0.55%	1.14%		1.62	%		155,368		150	%
PF Emerging Markets Debt Fund
4/1/2015 - 3/31/2016		$8.89		$0.61		($0.35	)		$0.26			($0.01	)		$—			($0.01	)		$9.14	1.07%	0.94%	6.91%		2.93	%		$108,161		80	%
4/1/2014 - 3/31/2015		9.69		0.50		(0.95	)		(0.45	)		(0.35	)		—			(0.35	)		8.89	1.08%	0.94%	5.20%		(4.73	%)		162,011		105	%
4/1/2013 - 3/31/2014		10.53		0.47		(0.90	)		(0.43	)		(0.32	)		(0.09	)		(0.41	)		9.69	1.06%	0.94%	4.71%		(3.92	%)		130,516		116	%
6/29/2012 - 3/31/2013		10.00		0.37		0.46			0.83			(0.27	)		(0.03	)		(0.30	)		10.53	1.17%	0.94%	4.67%		8.24	%		85,846		61	%
PF Comstock Fund
4/1/2015 - 3/31/2016		$17.07		$0.27		($1.46	)		($1.19	)		($0.36	)		($1.86	)		($2.22	)		$13.66	0.96%	0.89%	1.73%		(7.54	%)		$214,771		16	%
4/1/2014 - 3/31/2015		17.61		0.22		1.07			1.29			(0.37	)		(1.46	)		(1.83	)		17.07	0.96%	0.89%	1.25%		7.22	%		269,705		21	%
4/1/2013 - 3/31/2014		14.40		0.25		3.11			3.36			(0.15	)		—			(0.15	)		17.61	0.97%	0.89%	1.53%		23.36	%		308,598		14	%
4/1/2012 - 3/31/2013		12.47		0.19		1.91			2.10			(0.17	)		—			(0.17	)		14.40	0.97%	0.89%	1.51%		16.96	%		261,671		35	%
4/1/2011 - 3/31/2012		12.13		0.17		0.32			0.49			(0.15	)		—			(0.15	)		12.47	0.99%	0.89%	1.47%		4.22	%		207,330		24	%
PF Growth Fund
4/1/2015 - 3/31/2016		$19.30		$0.02		$0.43			$0.45			($0.09	)		($0.84	)		($0.93	)		$18.82	0.76%	0.70%	0.11%		2.17	%		$122,698		35	%
4/1/2014 - 3/31/2015		17.33		0.05		2.19			2.24			(0.13	)		(0.14	)		(0.27	)		19.30	0.76%	0.70%	0.30%		12.96	%		147,893		39	%
4/1/2013 - 3/31/2014		13.93		0.03		3.47			3.50			(0.10	)		—			(0.10	)		17.33	0.79%	0.70%	0.20%		25.15	%		101,285		76	%
4/1/2012 - 3/31/2013		13.12		0.08		0.90			0.98			(0.17	)		—			(0.17	)		13.93	0.86%	0.70%	0.63%		7.53	%		48,611		72	%
4/1/2011 - 3/31/2012		12.42		0.06		0.71			0.77			(0.07	)		—			(0.07	)		13.12	0.85%	0.70%	0.54%		6.26	%		108,340		84	%


		See explanation of references, if any, on A-3

A-1

PACIFIC FUNDS

FINANCIAL HIGHLIGHTS (Continued)

Selected per share, ratios and supplemental data for each year or period ended March 31, were as follows:


Fund	Selected Per Share Data																						Ratios to Average Net Assets			Supplemental Data
			Investment Operations									Distributions
For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (1)			Net Realized and Unrealized Gain (Loss)			Total			Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (2)	Expenses After Reductions (2), (3)	Net Investment Income (Loss) (2)	Total Returns (4)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
PF Large-Cap Growth Fund
4/1/2015 - 3/31/2016		$10.71		($0.02	)		($0.17	)		($0.19	)		$—			($1.28	)		($1.28	)		$9.24	0.96%	0.86%	(0.15%)		(2.67	%)		$150,939		83	%
4/1/2014 - 3/31/2015		10.28		(0.02	)		1.51			1.49			—			(1.06	)		(1.06	)		10.71	0.96%	0.86%	(0.16%)		14.84	%		199,138		100	%
4/1/2013 - 3/31/2014		10.40		(0.01	)		2.41			2.40			(0.02	)		(2.50	)		(2.52	)		10.28	0.97%	0.84%	(0.06%)		23.58	%		172,613		163	%
4/1/2012 - 3/31/2013		10.30		0.03			0.70			0.73			—			(0.63	)		(0.63	)		10.40	0.99%	0.81%	0.31%		7.66	%		142,398		131	%
4/1/2011 - 3/31/2012		9.23		(0.02	)		1.25			1.23			—			(0.16	)		(0.16	)		10.30	1.00%	0.88%	(0.26%)		13.65	%		129,222		76	%
PF Large-Cap Value Fund
4/1/2015 - 3/31/2016		$16.46		$0.23			($0.43	)		($0.20	)		($0.22	)		($1.26	)		($1.48	)		$14.78	0.86%	0.80%	1.45%		(1.29	%)		$299,971		10	%
4/1/2014 - 3/31/2015		16.71		0.23			1.36			1.59			(0.38	)		(1.46	)		(1.84	)		16.46	0.86%	0.80%	1.37%		9.40	%		344,403		13	%
4/1/2013 - 3/31/2014		13.96		0.36			2.62			2.98			(0.23	)		—			(0.23	)		16.71	0.86%	0.80%	2.33%		21.41	%		380,372		13	%
4/1/2012 - 3/31/2013		12.31		0.23			1.66			1.89			(0.24	)		—			(0.24	)		13.96	0.87%	0.80%	1.80%		15.54	%		324,085		26	%
4/1/2011 - 3/31/2012		11.59		0.22			0.71			0.93			(0.21	)		—			(0.21	)		12.31	0.89%	0.80%	1.96%		8.21	%		262,917		20	%
PF Main Street Core Fund
4/1/2015 - 3/31/2016		$14.26		$0.17			$0.26			$0.43			($0.16	)		($2.37	)		($2.53	)		$12.16	0.66%	0.60%	1.27%		2.87	%		$211,675		50	%
4/1/2014 - 3/31/2015		14.85		0.16			1.51			1.67			(0.14	)		(2.12	)		(2.26	)		14.26	0.66%	0.60%	1.06%		11.36	%		270,813		46	%
4/1/2013 - 3/31/2014		12.20		0.13			2.65			2.78			(0.13	)		—			(0.13	)		14.85	0.67%	0.60%	0.99%		22.84	%		257,575		66	%
4/1/2012 - 3/31/2013		11.26		0.14			0.96			1.10			(0.16	)		—			(0.16	)		12.20	0.68%	0.60%	1.21%		9.93	%		212,428		60	%
4/1/2011 - 3/31/2012		10.13		0.10			1.11			1.21			(0.08	)		—			(0.08	)		11.26	0.70%	0.60%	1.00%		12.12	%		193,538		48	%
PF Mid-Cap Equity Fund
4/1/2015 - 3/31/2016		$12.15		$0.15			($0.59	)		($0.44	)		($0.12	)		($0.96	)		($1.08	)		$10.63	0.86%	0.80%	1.34%		(3.79	%)		$169,595		184	%
4/1/2014 - 3/31/2015		12.84		0.05			0.80			0.85			(0.03	)		(1.51	)		(1.54	)		12.15	0.86%	0.80%	0.40%		7.44	%		218,141		172	%
4/1/2013 - 3/31/2014		11.00		0.04			2.84			2.88			(0.06	)		(0.98	)		(1.04	)		12.84	0.87%	0.80%	0.36%		26.82	%		171,357		114	%
4/1/2012 - 3/31/2013		10.29		0.06			0.72			0.78			(0.07	)		—			(0.07	)		11.00	0.90%	0.80%	0.65%		7.63	%		138,416		191	%
4/1/2011 - 3/31/2012		10.46		0.05			(0.18	)		(0.13	)		(0.04	)		—			(0.04	)		10.29	0.89%	0.80%	0.51%		(1.17	%)		165,168		102	%
PF Mid-Cap Growth Fund
4/1/2015 - 3/31/2016		$8.71		$0.03			($0.89	)		($0.86	)		($0.01	)		($0.73	)		($0.74	)		$7.11	0.91%	0.80%	0.32%		(10.01	%)		$58,767		43	%
4/1/2014 - 3/31/2015		8.17		0.01			0.92			0.93			(0.01	)		(0.38	)		(0.39	)		8.71	0.91%	0.80%	0.08%		11.57	%		85,989		35	%
4/1/2013 - 3/31/2014		8.58		(0.01	)		1.93			1.92			(0.01	)		(2.32	)		(2.33	)		8.17	0.93%	0.83%	(0.09%)		23.39	%		90,804		135	%
4/1/2012 - 3/31/2013		8.87		0.05			(0.03	)		0.02			(0.02	)		(0.29	)		(0.31	)		8.58	1.00%	0.85%	0.60%		0.61	%		61,557		48	%
4/1/2011 - 3/31/2012		10.28		(0.02	)		(0.28	)		(0.30	)		(0.05	)		(1.06	)		(1.11	)		8.87	0.98%	0.85%	(0.21%)		(1.08	%)		73,586		27	%
PF Mid-Cap Value Fund (7)
7/29/2015 - 3/31/2016		$10.00		$0.09			($0.32	)		($0.23	)		($0.05	)		$—			($0.05	)		$9.72	0.93%	0.93%	1.34%		(2.30	%)		$250,968		32	%
PF Small-Cap Growth Fund
4/1/2015 - 3/31/2016		$14.80		($0.07	)		($3.18	)		($3.25	)		$—			($1.75	)		($1.75	)		$9.80	0.82%	0.75%	(0.51%)		(23.59	%)		$42,196		229	%
4/1/2014 - 3/31/2015		15.54		(0.05	)		1.20			1.15			—			(1.89	)		(1.89	)		14.80	0.82%	0.75%	(0.35%)		8.36	%		83,731		264	%
4/1/2013 - 3/31/2014		13.29		(0.04	)		2.67			2.63			(0.02	)		(0.36	)		(0.38	)		15.54	0.83%	0.75%	(0.28%)		19.90	%		59,921		84	%
4/1/2012 - 3/31/2013		11.86		0.03			1.40			1.43			—			—			—			13.29	0.90%	0.75%	0.21%		12.06	%		50,898		92	%
4/1/2011 - 3/31/2012		11.90		(0.03	)		(0.01	)		(0.04	)		—			—			—			11.86	0.93%	0.75%	(0.31%)		(0.34	%)		36,370		67	%
PF Small-Cap Value Fund
4/1/2015 - 3/31/2016		$10.45		$0.03			($0.27	)		($0.24	)		($0.01	)		($0.06	)		($0.07	)		$10.14	0.96%	0.90%	0.33%		(2.29	%)		$199,324		55	%
4/1/2014 - 3/31/2015		13.55		0.07			1.17			1.24			(0.14	)		(4.20	)		(4.34	)		10.45	0.96%	0.90%	0.55%		11.55	%		145,801		140	%
4/1/2013 - 3/31/2014		12.15		0.20			1.98			2.18			(0.16	)		(0.62	)		(0.78	)		13.55	0.97%	0.90%	1.52%		18.13	%		147,702		41	%
4/1/2012 - 3/31/2013		10.58		0.22			1.52			1.74			(0.17	)		—			(0.17	)		12.15	1.00%	0.90%	2.08%		16.72	%		125,647		38	%
4/1/2011 - 3/31/2012		10.60		0.16			(0.05	)		0.11			(0.13	)		—			(0.13	)		10.58	1.02%	0.90%	1.59%		1.19	%		86,152		21	%
PF Emerging Markets Fund
4/1/2015 - 3/31/2016		$13.58		$0.10			($1.47	)		($1.37	)		($0.12	)		$—			($0.12	)		$12.09	1.23%	0.95%	0.84%		(10.09	%)		$118,049		65	%
4/1/2014 - 3/31/2015		14.75		0.12			(0.71	)		(0.59	)		(0.19	)		(0.39	)		(0.58	)		13.58	1.23%	0.95%	0.81%		(4.15	%)		138,242		40	%
4/1/2013 - 3/31/2014		14.22		0.09			0.83			0.92			(0.10	)		(0.29	)		(0.39	)		14.75	1.27%	0.95%	0.59%		6.43	%		153,333		31	%
4/1/2012 - 3/31/2013		13.55		0.08			0.68			0.76			(0.09	)		—			(0.09	)		14.22	1.36%	0.95%	0.62%		5.60	%		110,810		40	%
4/1/2011 - 3/31/2012		14.68		0.14			(0.95	)		(0.81	)		(0.07	)		(0.25	)		(0.32	)		13.55	1.49%	0.95%	1.09%		(5.15	%)		85,483		30	%
PF International Large-Cap Fund
4/1/2015 - 3/31/2016		$18.50		$0.20			($1.85	)		($1.65	)		($0.16	)		$—			($0.16	)		$16.69	1.10%	1.00%	1.17%		(8.93	%)		$289,863		24	%
4/1/2014 - 3/31/2015		18.46		0.29			0.01			0.30			(0.26	)		—			(0.26	)		18.50	1.10%	1.00%	1.56%		1.70	%		220,898		41	%
4/1/2013 - 3/31/2014		16.48		0.22			1.97			2.19			(0.21	)		—			(0.21	)		18.46	1.10%	1.00%	1.23%		13.28	%		240,522		14	%
4/1/2012 - 3/31/2013		15.12		0.23			1.40			1.63			(0.27	)		—			(0.27	)		16.48	1.13%	1.00%	1.55%		10.88	%		198,963		28	%
4/1/2011 - 3/31/2012		15.37		0.22			(0.30	)		(0.08	)		(0.17	)		—			(0.17	)		15.12	1.17%	1.00%	1.52%		(0.32	%)		203,944		24	%


		See explanation of references, if any, on A-3

A-2

PACIFIC FUNDS

FINANCIAL HIGHLIGHTS (Continued)

Selected per share, ratios and supplemental data for each year or period ended March 31, were as follows:


Fund	Selected Per Share Data																						Ratios to Average Net Assets			Supplemental Data
			Investment Operations									Distributions
For the Year or Period Ended	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (1)			Net Realized and Unrealized Gain (Loss)			Total			Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (2)	Expenses After Reductions (2), (3)	Net Investment Income (Loss) (2)	Total Returns (4)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
PF International Small-Cap Fund
4/1/2015 - 3/31/2016		$10.69		$0.15			($0.12	)		$0.03			($0.32	)		($0.13	)		($0.45	)		$10.27	1.11%	1.08%	1.37%		0.22	%		$118,558		51	%
1/14/2015 - 3/31/2015		10.00		0.03			0.66			0.69			—			—			—			10.69	1.24%	1.08%	1.34%		6.90	%		127,493		8	%
PF International Value Fund
4/1/2015 - 3/31/2016		$9.51		$0.16			($1.19	)		($1.03	)		($0.13	)		$—			($0.13	)		$8.35	0.92%	0.80%	1.80%		(10.87	%)		$140,760		73	%
4/1/2014 - 3/31/2015		10.33		0.22			(0.65	)		(0.43	)		(0.39	)		—			(0.39	)		9.51	0.91%	0.80%	2.19%		(4.07	%)		142,653		87	%
4/1/2013 - 3/31/2014		9.10		0.39			1.08			1.47			(0.24	)		—			(0.24	)		10.33	0.91%	0.80%	3.89%		16.15	%		176,541		54	%
4/1/2012 - 3/31/2013		8.62		0.20			0.51			0.71			(0.23	)		—			(0.23	)		9.10	0.94%	0.80%	2.30%		8.26	%		146,550		66	%
4/1/2011 - 3/31/2012		9.51		0.26			(0.89	)		(0.63	)		(0.26	)		—			(0.26	)		8.62	1.02%	0.80%	3.06%		(6.20	%)		111,119		63	%
PF Real Estate Fund
4/1/2015 - 3/31/2016		$16.87		$0.36			$0.15			$0.51			($0.23	)		($1.16	)		($1.39	)		$15.99	1.12%	1.05%	2.33%		3.61	%		$70,717		26	%
4/1/2014 - 3/31/2015		14.19		0.22			3.11			3.33			(0.31	)		(0.34)			(0.65	)		16.87	1.11%	1.05%	1.41%		23.69	%		49,486		34	%
4/1/2013 - 3/31/2014		13.67		0.21			0.54			0.75			(0.23	)		—			(0.23	)		14.19	1.12%	1.05%	1.52%		5.61	%		73,828		18	%
4/1/2012 - 3/31/2013		12.59		0.17			1.08			1.25			(0.17	)		—			(0.17	)		13.67	1.16%	1.05%	1.35%		9.98	%		60,138		23	%
4/1/2011 - 3/31/2012		11.46		0.13			1.08			1.21			(0.08	)		—			(0.08	)		12.59	1.18%	1.05%	1.13%		10.62	%		52,679		24	%
PF Absolute Return Fund (5)
4/27/2015 - 3/31/2016		$10.00		$0.08			($0.80)			($0.72)			($0.15	)		$—			($0.15	)		$9.13	1.11%	1.11%	0.91%		(7.59	%)		$68,898		219	%
PF Currency Strategies Fund
4/1/2015 - 3/31/2016		$9.92		($0.08	)		$0.11			$0.03			($0.20	)		$—			($0.20	)		$9.75	0.86%	0.86%	(0.78%)		0.35	%		127,251		82	%
4/1/2014 - 3/31/2015		9.41		(0.07	)		0.79			0.72			(0.21	)		—			(0.21	)		9.92	0.86%	0.86%	(0.76%)		7.69	%		187,572		141	%
4/1/2013 - 3/31/2014		10.32		(0.07	)		(0.52	)		(0.59	)		(0.32	)		—			(0.32	)		9.41	0.89%	0.85%	(0.68%)		(5.98	%)		131,023		49	%
12/7/2012 - 3/31/2013		10.00		(0.02	)		0.34			0.32			—			—			—			10.32	0.94%	0.85%	(0.69%)		3.20	%		118,643		49	%
PF Equity Long/Short Fund (5)
4/27/2015 - 3/31/2016		$10.00		($0.12)			$2.09			$1.97			($1.66	)		$—			($1.66	)		$10.31	1.42%	1.27%	(1.21%)		20.01	%		$167,587		0	%
PF Global Absolute Return Fund
4/1/2015 - 3/31/2016		$10.03		$0.47			($0.61)			($0.14)			($0.85	)		$—			($0.85	)		$9.04	1.17%	1.08%	4.87%		(1.46	%)		$131,774		127	%
4/1/2014 - 3/31/2015		9.69		0.48			0.39			0.87			(0.53	)		—			(0.53	)		10.03	1.21%	1.10%	4.82%		9.13	%		177,656		132	%
4/1/2013 - 3/31/2014		10.19		0.36			(0.65	)		(0.29	)		(0.20	)		(0.01	)		(0.21	)		9.69	1.36%	1.18%	3.64%		(2.80	%)		198,360		115	%
12/7/2012 - 3/31/2013		10.00		0.07			0.13			0.20			(0.01	)		—			(0.01	)		10.19	1.20%	1.06%	2.25%		1.96	%		171,925		38	%

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

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

(3)	The ratios of expenses after expense reductions to average net assets are after advisory fee waivers and adviser expense reimbursements, if any.

(4)	The total returns include reinvestment of all dividends and capital gains distributions, if any. Total returns are not annualized for periods less than one full year.

(5)	Pacific Funds Core Income’s Class P shares, the PF Absolute Return Fund and the PF Equity Long/Short Fund commenced operations on April 27, 2015.

(6)	Reflects an amount rounding to less than $0.01 per share.

(7)	PF Mid-Cap Value Fund commenced operations on July 29, 2015.

A-3

WHERE TO GO FOR MORE INFORMATION

You’ll find more information about the Funds in the following documents:

Annual, Semi-Annual and Quarterly Reports

Statement of Additional Information (“SAI”)

The SAI contains detailed information about each Fund’s investments, strategies and risks and a full description of the Trust’s policies and procedures regarding disclosure of Fund’s portfolio holdings. The SAI is considered to be part of this prospectus because it is incorporated herein by reference.

How to Obtain Documents

This prospectus, the SAI and other regulatory documents of the Trust, once filed, are available, free of charge, on the Trust’s website (www.pacificlife.com/pacificfunds.html). You may also call or write for a free copy of these documents. You can also obtain these documents, reports and other information by contacting the U.S. Securities and Exchange Commission’s (“SEC”) Public Reference Room. The SEC may charge you a fee for this information.

Portfolio Holdings Information

How to Contact the Trust

If you have any questions about any of the Funds or would like to obtain a copy of the Trust’s prospectus, SAI or annual or semi-annual report at no cost, contact:

Regular mail: Pacific Funds, P.O. Box 9768, Providence, RI 02940-9768

Express mail: Pacific Funds, 4400 Computer Drive, Westborough, MA 01581

Telephone: Customer Service (800) 722-2333 (select Option 2) (Monday through Friday)

How to Contact the SEC

Commission’s Public Reference Section

100 F Street, NE

Washington, D.C. 20549-1520

Website: www.sec.gov

E-mail: publicinfo@sec.gov

FINRA BrokerCheck

SEC file number 811-10385




Prospectus dated August 1, 2016


	TICKER SYMBOLS by Share Class

FUND	Class S (formerly named Institutional Class)	Class P

Pacific Funds^SM Large-Cap	PFKIX	N/A
Pacific Funds^SM Large-Cap Value	PFVIX	N/A
Pacific Funds^SM Small/Mid-Cap	PFOIX	N/A
Pacific Funds^SM Small-Cap	PFJIX	N/A
Pacific Funds^SM Small-Cap Value	PFEIX	N/A
Pacific Funds^SM Small-Cap Growth	PFYIX	N/A

Table of Contents

Fund Summaries


Pacific Funds Large-Cap	3
Pacific Funds Large-Cap Value	5
Pacific Funds Small/Mid-Cap	7
Pacific Funds Small-Cap	9
Pacific Funds Small-Cap Value	11
Pacific Funds Small-Cap Growth	13
Additional Summary Information	15
Additional Information About Principal Investment Strategies and Principal Risks	15
Pacific Funds Large-Cap	15
Pacific Funds Large-Cap Value	16
Pacific Funds Small/Mid-Cap	16
Pacific Funds Small-Cap	16
Pacific Funds Small-Cap Value	17
Pacific Funds Small-Cap Growth	17
General Investment Information	17
Additional Risk Information	18
Additional Information About Fees and Expenses	21
Overview of Class S and Class P Shares	21
Purchasing Shares	22
Minimums	22
Redeeming and Exchanging Shares	22
Execution of Your Requests	22
Index Definitions	22
Other Fund Information	23
How Share Prices Are Calculated	23
Prevention of Disruptive Trading	24
Dividends and Distributions	25
General Summary of Tax Consequences	25
Document Delivery	26
Fund Organization	27
About Management	27
Performance of Comparable Accounts	28
About the Comparable Account Presentations	28
Financial Highlights	36


Where To Go For More Information	back cover of this prospectus

Pacific Funds^SM Large-Cap

Investment Goal

This Fund seeks long-term capital appreciation.

Fees and Expenses of the Fund

The tables that follow describe the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class S	Class P
Management Fee	0.65%	0.65%
Other Expenses	4.41%	4.41%
Total Annual Fund Operating Expenses	5.06%	5.06%
Less Fee Waiver and Expense Reimbursement^1,2	(4.41%)	(4.31%)
Total Annual Fund Operating Expenses after Fee Waiver and Expense Reimbursement	0.65%	0.75%

² The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.10% for Class S shares and 0.20% for Class P shares through 1/10/2019. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Examples

The Examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other Funds of the Trust or other mutual funds. Each Example assumes that you invest $10,000 in the noted share class of the Fund for the time periods indicated, that your investment has a 5% return each year, and that the Fund’s annual operating expenses remain as stated in the previous table for the time periods shown, except for the fee waiver and expense reimbursement (expense limitation), which are only reflected for the contractual periods. Although your actual costs may be higher or lower, the Examples show what your costs would be based on these assumptions.

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class S	$66	$697	$1,796	$4,539
Class P	$77	$716	$1,814	$4,552

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Examples, affect the Fund’s performance. For the period between January 11, 2016 to March 31, 2016, the portfolio turnover rate was 27% of the average value of the Fund.

Principal Investment Strategies

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

Performance

The bar chart and Average Annual Total Returns table below provide some indication of the risk of investing in the Fund by showing changes in the performance of the Fund from year to year and showing how the Fund’s returns compare to a broad-based market index. The Fund acquired the assets of the Rothschild U.S. Large-Cap Core Fund (the “Predecessor Fund”) in a reorganization transaction on January 11, 2016. The Fund's objectives (goals), policies, guidelines and restrictions are substantially the same as those of the Predecessor Fund. Class S of the Fund was first offered on January 11, 2016. Class P of the Fund has not yet commenced operations as of the date of this prospectus. Returns will be included in the Average Annual Total Returns table for the Class P shares once Class P has commenced operations.

The bar chart shows the performance of the Fund’s Class S shares. The performance figures shown below for Class S shares of the Fund for periods prior to March 20, 2015 reflect the historical performance of the then-existing Investor Class shares of the Predecessor Fund, and for the period from March 20, 2015 to December 31, 2015 reflect the historical performance of the then-existing Institutional Class shares of the Predecessor Fund. These performance figures have not been adjusted to reflect estimated fees and expenses of Class S shares of the Fund for periods prior to January 1, 2016, but have been so adjusted for the period between January 1, 2016 and January 10, 2016. If the returns prior to January 1, 2016 had been adjusted, then performance for Class S could vary from the returns shown based on differences in its fee and expense structure. The Investor Class shares and the Institutional Class shares of the Predecessor Fund commenced operations on December 31, 2014 and March 20, 2015, respectively.

Calendar Year Total Returns (%)¹

¹ Class S return for the period 1/1/16 through 6/30/16: 1.03%

Best and worst quarterly performance reflected within the bar chart: Q4 2015: 4.59%; Q3 2015: (7.39%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	Since Inception
Class S (before taxes)	(1.69%)	(1.69%)
Class S (after taxes on distributions)	(2.12%)	(2.12%)
Class S (after taxes on distributions and sale of Fund shares)	(0.73%)	(0.73%)
S&P 500 Index (reflects no deductions for fees, expenses or taxes) (based on December 31, 2014 inception date of the Predecessor Fund)	1.38%	1.38%

The after-tax returns (a) are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; (b) are shown for Class S shares only and will vary for other classes; and (c) are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In some instances, the return after taxes on distributions and sale of Fund shares may be greater than the return before taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – Rothschild Asset Management Inc. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Mark K. Tavel, Managing Director, Portfolio Manager	Since 2014*
Luis Ferreira, CFA, Managing Director, Portfolio Manager	Since 2014*
Chris R. Kaufman, Managing Director, Portfolio Manager	Since 2014*
Paul Roukis, CFA, Managing Director, Portfolio Manager	Since 2014*

*Reflects December 31, 2014 inception date of the Predecessor Fund.

Pacific Funds^SM Large-Cap Value

Investment Goal

This Fund seeks long-term capital appreciation.

Fees and Expenses of the Fund

The tables that follow describe the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class S	Class P
Management Fee	0.65%	0.65%
Other Expenses	7.79%	7.79%
Total Annual Fund Operating Expenses	8.44%	8.44%
Less Expense Reimbursement¹	(7.69%)	(7.59%)
Total Annual Fund Operating Expenses after Expense Reimbursement	0.75%	0.85%

¹ The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.10% for Class S shares and 0.20% for Class P shares through 1/10/2019. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Examples

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class S	$77	$1,058	$2,769	$6,557
Class P	$87	$1,077	$2,785	$6,566

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Examples, affect the Fund’s performance. For the period between January 11, 2016 to March 31, 2016, the portfolio turnover rate was 48% of the average value of the Fund.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in common stocks and other equity securities of large capitalization U.S. companies. The Fund defines a large-capitalization company as one whose market capitalization falls within the range of the Russell 1000 Value Index at the time of purchase, and invests primarily in equity securities of large-capitalization value companies as defined by the Russell 1000 Value Index. As of March 31, 2016, the market capitalization range of the Russell 1000 Value Index was approximately $169.3 million to $446.8 billion. As of March 31, 2016, the weighted average market capitalization of the Fund was approximately $124.2 billion. The market capitalization of the companies in the Fund’s portfolio and the Russell 1000 Value Index changes over time; the Fund will not automatically sell or cease to purchase stock of a company it already owns just because the company’s market capitalization changes.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

including changes in the economy or financial markets or for reasons specific to a particular issuer.

Performance

The bar chart and Average Annual Total Returns table below provide some indication of the risk of investing in the Fund by showing changes in the performance of the Fund from year to year and showing how the Fund’s returns compare to a broad-based market index. The Fund acquired the assets of the Rothschild U.S. Large-Cap Value Fund (the “Predecessor Fund”) in a reorganization transaction on January 11, 2016. The Fund's objectives (goals), policies, guidelines and restrictions are substantially the same as those of the Predecessor Fund. Class S of the Fund was first offered on January 11, 2016. Class P of the Fund has not yet commenced operations as of the date of this prospectus. Returns will be included in the Average Annual Total Returns table for the Class P shares once Class P has commenced operations.

The bar chart shows the performance of the Fund’s Class S shares. The performance figures shown below for Class S shares of the Fund reflect the historical performance of the then-existing Investor Class shares of the Predecessor Fund for periods prior to January 11, 2016. These performance figures have not been adjusted to reflect estimated fees and expenses of Class S shares of the Fund for periods prior to January 1, 2016, but have been so adjusted for the period between January 1, 2016 and January 10, 2016. If the returns prior to January 1, 2016 had been adjusted, then performance for Class S could vary from the returns shown based on differences in its fee and expense structure. The Investor Class shares of the Predecessor Fund commenced operations on December 31, 2014.

Calendar Year Total Returns (%)¹

¹ Class S return for the period 1/1/16 through 6/30/16: 2.01%

Best and worst quarterly performance reflected within the bar chart: Q4 2015: 5.22%; Q3 2015: (6.81%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	Since Inception
Class S (before taxes)	(2.14%)	(2.14%)
Class S (after taxes on distributions)	(2.87%)	(2.87%)
Class S (after taxes on distributions and sale of Fund shares)	(0.78%)	(0.78%)
Russell 1000 Value Index (reflects no deductions for fees, expenses or taxes) (based on December 31, 2014 inception date of the Predecessor Fund)	(3.83%)	(3.83%)

The after-tax returns (a) are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; (b) are shown for Class S shares only and will vary for other classes; and (c) are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In some instances, the return after taxes on distributions and sale of Fund shares may be greater than the return before taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – Rothschild Asset Management Inc. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Chris R. Kaufman, Managing Director, Portfolio Manager	Since 2014*
Paul Roukis, CFA, Managing Director, Portfolio Manager	Since 2014*
Luis Ferreira, CFA, Managing Director, Portfolio Manager	Since 2014*
Mark K. Tavel, Managing Director, Portfolio Manager	Since 2014*

*Reflects December 31, 2014 inception date of the Predecessor Fund.

Pacific Funds^SM Small/Mid-Cap

Investment Goal

This Fund seeks long-term capital appreciation.

Fees and Expenses of the Fund

The tables that follow describe the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class S	Class P
Management Fee	0.85%	0.85%
Other Expenses	3.43%	3.43%
Acquired Fund Fees and Expenses¹	0.01%	0.01%
Total Annual Fund Operating Expenses	4.29%	4.29%
Less Expense Reimbursement²	(3.28%)	(3.23%)
Total Annual Fund Operating Expenses after Expense Reimbursement	1.01%	1.06%

² The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.15% for Class S shares and 0.20% for Class P shares through 1/10/2019. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Examples

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class S	$103	$676	$1,617	$4,029
Class P	$108	$686	$1,626	$4,035

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Examples, affect the Fund’s performance. For the period between January 11, 2016 to March 31, 2016, the portfolio turnover rate was 11% of the average value of the Fund.

Principal Investment Strategies

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

· Market and Regulatory Risk: Events in the financial markets and economy may cause volatility and uncertainty and adversely impact the Fund’s performance. Market events may affect a

Performance

The bar chart and Average Annual Total Returns table below provide some indication of the risk of investing in the Fund by showing changes in the performance of the Fund from year to year and showing how the Fund's returns compare to a broad-based market index. The Fund acquired the assets of the Rothschild U.S. Small/Mid-Cap Core Fund (the “Predecessor Fund”) in a reorganization transaction on January 11, 2016. The Fund's objectives (goals), policies, guidelines and restrictions are substantially the same as those of the Predecessor Fund. Class S of the Fund was first offered on January 11, 2016. Class P of the Fund has not yet commenced operations as of the date of this prospectus. Returns will be included in the Average Annual Total Returns table for the Class P shares once Class P has commenced operations.

The bar chart shows the performance of the Fund’s Class S shares. The performance figures shown below for Class S shares of the Fund reflect the historical performance of the then-existing Institutional Class shares of the Predecessor Fund for periods prior to January 11, 2016. These performance figures have not been adjusted to reflect estimated fees and expenses of Class S shares of the Fund for periods prior to January 1, 2016, but have been so adjusted for the period between January 1, 2016 and January 10, 2016. If the returns prior to January 1, 2016 had been adjusted, then performance for Class S could vary from the returns shown based on differences in its fee and expense structure. The Institutional Class shares of the Predecessor Fund commenced operations on December 31, 2014.

Calendar Year Total Returns (%)¹

¹ Class S return for the period 1/1/16 through 6/30/16: 0.30%

Best and worst quarterly performance reflected within the bar chart: Q1 2015: 6.60%; Q3 2015: (9.15%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	Since Inception
Class S (before taxes)	0.53%	0.53%
Class S (after taxes on distributions)	0.29%	0.29%
Class S (after taxes on distributions and sale of Fund shares)	0.43%	0.43%
Russell 2500 Index (reflects no deductions for fees, expenses or taxes) (based on December 31, 2014 inception date of the Predecessor Fund)	(2.90%)	(2.90%)

The after-tax returns (a) are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; (b) are shown for Class S shares only and will vary for other classes; and (c) are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In some instances, the return after taxes on distributions and sale of Fund shares may be greater than the return before taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – Rothschild Asset Management Inc. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
R. Daniel Oshinskie, CFA, Chief Investment Officer, Portfolio Manager	Since 2014*
Joseph Bellantoni, CFA, Managing Director, Portfolio Manager	Since 2014*
Tina Jones, CFA, Managing Director, Portfolio Manager	Since 2014*
Douglas J. Levine, CFA, Managing Director, Portfolio Manager	Since 2014*

*Reflects December 31, 2014 inception date of the Predecessor Fund.

Pacific Funds^SM Small-Cap

Investment Goal

This Fund seeks long-term capital appreciation.

Fees and Expenses of the Fund

The tables that follow describe the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class S	Class P
Management Fee	0.85%	0.85%
Other Expenses	13.84%	13.84%
Total Annual Fund Operating Expenses	14.69%	14.69%
Less Expense Reimbursement¹	(13.69%)	(13.64%)
Total Annual Fund Operating Expenses after Expense Reimbursement	1.00%	1.05%

¹ The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.15% for Class S shares and 0.20% for Class P shares through 1/10/2019. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Examples

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class S	$102	$1,720	$4,318	$8,907
Class P	$107	$1,729	$4,325	$8,909

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Examples, affect the Fund’s performance. For the period between January 11, 2016 to March 31, 2016, the portfolio turnover rate was 27% of the average value of the Fund.

Principal Investment Strategies

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

Performance

The bar chart and Average Annual Total Returns table below provide some indication of the risk of investing in the Fund by showing changes in the performance of the Fund from year to year and showing how the Fund's returns compare to a broad-based market index. The Fund acquired the assets of the Rothschild U.S. Small-Cap Core Fund (the “Predecessor Fund”) in a reorganization transaction on January 11, 2016. The Fund's objectives (goals), policies, guidelines and restrictions are substantially the same as those of the Predecessor Fund. Class S of the Fund was first offered on January 11, 2016. Class P of the Fund has not yet commenced operations as of the date of this prospectus. Returns will be included in the Average Annual Total Returns table for the Class P shares once Class P has commenced operations.

The bar chart shows the performance of the Fund’s Class S shares. The performance figures shown below for Class S shares of the Fund reflect the historical performance of the then-existing Institutional Class shares of the Predecessor Fund for periods prior to January 11, 2016. These performance figures have not been adjusted to reflect estimated fees and expenses of Class S shares of the Fund for periods prior to January 1, 2016, but have been so adjusted for the period between January 1, 2016 and January 10, 2016. If the returns prior to January 1, 2016 had been adjusted, then performance for Class S could vary from the returns shown based on differences in its fee and expense structure. The Institutional Class shares of the Predecessor Fund commenced operations on December 31, 2014.

Calendar Year Total Returns (%)¹

¹ Class S return for the period 1/1/16 through 6/30/16: (0.10%)

Best and worst quarterly performance reflected within the bar chart: Q1 2015: 5.90%; Q3 2015: (10.06%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	Since Inception
Class S (before taxes)	(1.55%)	(1.55%)
Class S (after taxes on distributions)	(1.68%)	(1.68%)
Class S (after taxes on distributions and sale of Fund shares)	(0.77%)	(0.77%)
Russell 2000 Index (reflects no deductions for fees, expenses or taxes) (based on December 31, 2014 inception date of the Predecessor Fund)	(4.41%)	(4.41%)

The after-tax returns (a) are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; (b) are shown for Class S shares only and will vary for other classes; and (c) are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In some instances, the return after taxes on distributions and sale of Fund shares may be greater than the return before taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – Rothschild Asset Management Inc. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Joseph Bellantoni, CFA, Managing Director, Lead Portfolio Manager	Since 2014*
Tina Jones, CFA, Managing Director, Portfolio Manager	Since 2014*
Douglas J. Levine, CFA, Managing Director, Portfolio Manager	Since 2014*
R. Daniel Oshinskie, CFA, Chief Investment Officer, Portfolio Manager	Since 2014*

*Reflects December 31, 2014 inception date of the Predecessor Fund.

Pacific Funds^SM Small-Cap Value

Investment Goal

This Fund seeks long-term capital appreciation.

Fees and Expenses of the Fund

The tables that follow describe the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class S	Class P
Management Fee	0.85%	0.85%
Other Expenses	12.74%	12.74%
Total Annual Fund Operating Expenses	13.59%	13.59%
Less Expense Reimbursement¹	(12.59%)	(12.54%)
Total Annual Fund Operating Expenses after Expense Reimbursement	1.00%	1.05%

Examples

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class S	$102	$1,615	$4,076	$8,602
Class P	$107	$1,624	$4,083	$8,604

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Examples, affect the Fund’s performance. For the period between January 11, 2016 to March 31, 2016, the portfolio turnover rate was 17% of the average value of the Fund.

Principal Investment Strategies

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

management and have unexpected or adverse consequences on particular markets, strategies, or investments.

Performance

The bar chart and Average Annual Total Returns table below provide some indication of the risk of investing in the Fund by showing changes in the performance of the Fund from year to year and showing how the Fund's returns compare to a broad-based market index. The Fund acquired the assets of the Rothschild U.S. Small-Cap Value Fund (the “Predecessor Fund”) in a reorganization transaction on January 11, 2016. The Fund's objectives (goals), policies, guidelines and restrictions are substantially the same as those of the Predecessor Fund. Class S of the Fund was first offered on January 11, 2016. Class P of the Fund has not yet commenced operations as of the date of this prospectus. Returns will be included in the Average Annual Total Returns table for the Class P shares once Class P has commenced operations.

The bar chart shows the performance of the Fund’s Class S shares. The performance figures shown below for Class S shares of the Fund reflect the historical performance of the then-existing Institutional Class shares of the Predecessor Fund for periods prior to January 11, 2016. These performance figures have not been adjusted to reflect estimated fees and expenses of Class S shares of the Fund for periods prior to January 1, 2016, but have been so adjusted for the period between January 1, 2016 and January 10, 2016. If the returns prior to January 1, 2016 had been adjusted, then performance for Class S could vary from the returns shown based on differences in its fee and expense structure. The Institutional Class shares of the Predecessor Fund commenced operations on December 31, 2014.

Calendar Year Total Returns (%)¹

¹ Class S return for the period 1/1/16 through 6/30/16: 2.86%

Best and worst quarterly performance reflected within the bar chart: Q1 2015: 3.90%; Q3 2015: (8.11%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	Since Inception
Class S (before taxes)	(3.54%)	(3.54%)
Class S (after taxes on distributions)	(4.30%)	(4.30%)
Class S (after taxes on distributions and sale of Fund shares)	(1.81%)	(1.81%)
Russell 2000 Value Index (reflects no deductions for fees, expenses or taxes) (based on December 31, 2014 inception date of the Predecessor Fund)	(7.47%)	(7.47%)

The after-tax returns (a) are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; (b) are shown for Class S shares only and will vary for other classes; and (c) are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In some instances, the return after taxes on distributions and sale of Fund shares may be greater than the return before taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – Rothschild Asset Management Inc. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Tina Jones, CFA, Managing Director, Lead Portfolio Manager	Since 2014*
Joseph Bellantoni, CFA, Managing Director, Portfolio Manager	Since 2014*
Douglas J. Levine, CFA, Managing Director, Portfolio Manager	Since 2014*
R. Daniel Oshinskie, CFA, Chief Investment Officer, Portfolio Manager	Since 2014*

*Reflects December 31, 2014 inception date of the Predecessor Fund.

Pacific Funds^SM Small-Cap Growth

Investment Goal

This Fund seeks long-term capital appreciation.

Fees and Expenses of the Fund

The tables that follow describe the fees and expenses that you may pay if you buy and hold shares of the Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class S	Class P
Management Fee	0.85%	0.85%
Other Expenses	9.58%	9.58%
Total Annual Fund Operating Expenses	10.43%	10.43%
Less Expense Reimbursement¹	(9.53%)	(9.38%)
Total Annual Fund Operating Expenses after Expense Reimbursement	0.90%	1.05%

¹ The investment adviser has agreed to limit certain “Other Expenses” incurred by the Fund that exceed an annual rate of 0.05% for Class S shares and 0.20% for Class P shares through 1/10/2019. The agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and prior written notice to the investment adviser. The investment adviser may recoup from the Fund amounts reimbursed in future periods, not to exceed three years from the end of the fiscal year in which the reimbursement took place, provided that the recoupment would not cause the Fund to exceed the expense cap that was in effect at the time of the reimbursement.

Examples

Your expenses (in dollars) if you sell/redeem or hold all of your shares at the end of each period


	1 year	3 years	5 years	10 years
Class S	$92	$1,287	$3,310	$7,482
Class P	$107	$1,315	$3,332	$7,492

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Examples, affect the Fund’s performance. For the period between January 11, 2016 to March 31, 2016, the portfolio turnover rate was 7% of the average value of the Fund.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in common stocks and other equity securities of small capitalization U.S. companies. The Fund defines small capitalization companies as companies whose market capitalizations fall within the range of the Russell 2000 Growth Index at the time of purchase, and invests primarily in equity securities of small capitalization growth companies as defined by the Russell 2000 Growth Index. As of June 30, 2015, the market capitalization range of the Russell 2000 Growth Index was approximately $15.3 million to $6.1 billion. As of June 30, 2015, the weighted average market capitalization of the Fund was approximately $2.2 billion. The market capitalization of the companies held in the Fund’s portfolio and the Russell 2000 Growth Index changes over time; the Fund will not automatically sell or cease to purchase stock of a company it already owns just because the company’s market capitalization changes.

Principal Risks

As with any mutual fund, the value of the Fund’s investments, and therefore the value of your shares, may go up or down and you could lose money. There is no guarantee that the Fund will achieve its investment goal. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Italicized terms refer to other Principal Risks described below. The Fund may be affected by the following principal risks:

· Active Management Risk: The Manager’s judgments about the value or potential appreciation of an investment may prove to be incorrect or fail to have the intended results, which could adversely impact the Fund’s performance and cause it to underperform relative to other funds with similar investment goals or relative to its benchmark, or not to achieve its investment goal.

· Equity Securities Risk: Equity securities tend to go up or down in value, sometimes rapidly and unpredictably.

· Growth Companies Risk: Growth companies have the potential for above-average or rapid growth but may be subject to greater price volatility risk than investments in “undervalued” companies.

· Market and Regulatory Risk: Events in the financial markets and economy may cause volatility and uncertainty and adversely impact the Fund’s performance. Market events may affect a

Performance

The bar chart and Average Annual Total Returns table below provide some indication of the risk of investing in the Fund by showing changes in the performance of the Fund from year to year and showing how the Fund's returns compare to a broad-based market index. The Fund acquired the assets of the Rothschild U.S. Small-Cap Growth Fund (the “Predecessor Fund”) in a reorganization transaction on January 11, 2016. The Fund's objectives (goals), policies, guidelines and restrictions are substantially the same as those of the Predecessor Fund. Class S of the Fund was first offered on January 11, 2016. Class P of the Fund was first offered on June 8, 2016.

The bar chart shows the performance of the Fund’s Class S shares. The performance figures shown below for Class S shares of the Fund reflect the historical performance of the then-existing Investor Class shares of the Predecessor Fund for periods prior to January 11, 2016. The performance figures shown below for Class P shares of the Fund reflect the historical performance of the then-existing Investor Class shares of the Predecessor Fund for periods prior to June 8, 2016. These performance figures have not been adjusted to reflect estimated fees and expenses of Class S and Class P shares of the Fund, respectively, for periods prior to January 1, 2016, but Class S shares have been so adjusted for the period between January 1, 2016 and January 10, 2016. If the returns prior to January 1, 2016 had been adjusted, then performance for the share classes could vary from the returns shown based on differences in their fee and expense structures. The Investor Class shares of the Predecessor Fund commenced operations on December 31, 2014.

Calendar Year Total Returns (%)¹

¹ Class S return for the period 1/1/16 through 6/30/16: (4.65%)

Best and worst quarterly performance reflected within the bar chart: Q4 2015: 6.89%; Q3 2015: (12.51%)


Average Annual Total Returns (For the periods ended December 31, 2015)	1 year	Since Inception
Class S (before taxes)	0.90%	0.90%
Class S (after taxes on distributions)	0.90%	0.90%
Class S (after taxes on distributions and sale of Fund shares)	0.51%	0.51%
Class P (before taxes)	0.90%	0.90%
Russell 2000 Growth Index (reflects no deductions for fees, expenses or taxes) (based on December 31, 2014 inception date of the Predecessor Fund)	(1.38%)	(1.38%)

The after-tax returns (a) are calculated using the highest historical individual federal marginal income tax rates and do not reflect the impact of state and local taxes; (b) are shown for Class S shares only and will vary for other classes; and (c) are not relevant to investors who hold their shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. In some instances, the return after taxes on distributions and sale of Fund shares may be greater than the return before taxes because the investor is assumed to be able to use the capital loss of the sale of Fund shares to offset other taxable capital gains.

Management

Investment Adviser – Pacific Life Fund Advisors LLC

Sub-Adviser – Rothschild Asset Management Inc. The primary persons responsible for day-to-day management of the Fund are:


Portfolio Manager and Primary Title with Sub-Adviser	Experience with Fund
Douglas J. Levine, CFA, Managing Director, Lead Portfolio Manager	Since 2014*
Joseph Bellantoni, CFA, Managing Director, Portfolio Manager	Since 2014*
Tina Jones, CFA, Managing Director, Portfolio Manager	Since 2014*
R. Daniel Oshinskie, CFA, Chief Investment Officer, Portfolio Manager	Since 2014*

*Reflects December 31, 2014 inception date of the Predecessor Fund.

ADDITIONAL SUMMARY INFORMATION

Purchase and Sale of Fund Shares

Class S and Class P shares of each Fund are offered at net asset value (“NAV”). Class S shares of the Funds are only available for investment by shareholders of the Predecessor Funds and employees of the subsidiaries of Rothschild North America Inc., including employees of the sub-adviser to the Funds. Class P shares of the Funds are only available for investment by funds of funds of Pacific Funds Series Trust (also referred to as “Pacific Funds” or the “Trust”) and the investment adviser and certain of its affiliates.

Tax Information

The Trust’s distributions are taxable, and will be taxed as ordinary income or capital gains, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, distributions from which may be taxable upon withdrawal.

Payments to Broker-Dealers and Other Financial Intermediaries

Pacific Select Distributors, LLC (“PSD”), the Distributor and principal underwriter for Pacific Funds, pays commissions and related compensation to the broker-dealers or other financial intermediaries that sell the funds of the Trust (each a “Fund,” together the “Funds”). The share classes offered in this prospectus do not charge service fees. With respect to Class P shares of the Funds, any service and/or distribution fees are charged by the fund of funds of the Trust.

ADDITIONAL INFORMATION ABOUT PRINCIPAL INVESTMENT STRATEGIES AND PRINCIPAL RISKS

This prospectus contains information about Class S and Class P shares of the Funds. Class S shares of the Funds are only available for investment by shareholders of the Predecessor Funds and employees of the subsidiaries of Rothschild North America Inc., including employees of the sub-adviser to the Funds. Class P shares of the Funds are only available for investment by funds of funds of the Trust and the investment adviser and certain of its affiliates. Information on the funds of funds of the Trust and Class A, Class C, Advisor Class and Investor Class of the Funds are contained in a separate prospectus, which can be obtained as described on the back cover of this prospectus.

The investment adviser to the Trust is Pacific Life Fund Advisors LLC (“PLFA”). PLFA has retained another portfolio management firm (or sub-adviser) to manage the Funds. More information on PLFA and the sub-adviser can be found in the About Management section of this prospectus.

Please read this prospectus carefully before investing or sending money, and keep it for future reference. You should read the complete description of the Funds and be aware that any time you invest, there is a risk of loss of money.

Pacific Funds^SM Large-Cap

Investment Goal

This Fund seeks long-term capital appreciation.

Principal Investment Strategies

Principal Risks:


· Active Management Risk	· Large-Capitalization Companies Risk
· Equity Securities Risk	· Market and Regulatory Risk
· Issuer Risk	· Price Volatility Risk

Pacific Funds^SM Large-Cap Value

Investment Goal

This Fund seeks long-term capital appreciation.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in common stocks and other equity securities of large capitalization U.S. companies. The Fund defines a large-capitalization company as one whose market capitalization falls within the range of the Russell 1000 Value Index at the time of purchase, and invests primarily in equity securities of large-capitalization value companies as defined by the Russell 1000 Value Index. As of March 31, 2016, the market capitalization range of the Russell 1000 Value Index was approximately $169.3 million to $446.8 billion. As of March 31, 2016, the weighted average market capitalization of the Fund was approximately $124.2 billion. The market capitalization of the companies in the Fund’s portfolio and the Russell 1000 Value Index changes over time; the Fund will not automatically sell or cease to purchase stock of a company it already owns just because the company’s market capitalization changes. The Fund is actively managed and securities may be traded frequently, which may lead to high portfolio turnover.

The Fund invests in securities that the Fund’s sub-adviser believes are attractively valued with the potential to exceed investor expectations. The team analyzes a variety of quantitative and fundamental inputs in making stock decisions, and the team seeks to build a portfolio that is well diversified at the issuer level and by economic sector. The Fund will sell securities that no longer meet the investment criteria of the portfolio management team.

Principal Risks:


· Active Management Risk	· Market and Regulatory Risk
· Equity Securities Risk	· Price Volatility Risk
· Issuer Risk	· Value Companies Risk
· Large-Capitalization Companies Risk

Pacific Funds^SM Small/Mid-Cap

Investment Goal

This Fund seeks long-term capital appreciation.

Principal Investment Strategies

Principal Risks:


· Active Management Risk	· Market and Regulatory Risk
· Equity Securities Risk	· Mid-Capitalization Companies Risk
· Issuer Risk	· Price Volatility Risk
· Liquidity Risk	· Small-Capitalization Companies Risk

Pacific Funds^SM Small-Cap

Investment Goal

This Fund seeks long-term capital appreciation.

Principal Investment Strategies

Principal Risks:


· Active Management Risk	· Market and Regulatory Risk
· Equity Securities Risk	· Price Volatility Risk
· Issuer Risk	· Small-Capitalization Companies Risk
· Liquidity Risk

Pacific Funds^SM Small-Cap Value

Investment Goal

This Fund seeks long-term capital appreciation.

Principal Investment Strategies

Principal Risks:


· Active Management Risk	· Market and Regulatory Risk
· Equity Securities Risk	· Price Volatility Risk
· Issuer Risk	· Small-Capitalization Companies Risk
· Liquidity Risk	· Value Companies Risk

Pacific Funds^SM Small-Cap Growth

Investment Goal

This Fund seeks long-term capital appreciation.

Principal Investment Strategies

Under normal circumstances, this Fund invests at least 80% of its assets in common stocks and other equity securities of small capitalization U.S. companies. The Fund defines small capitalization companies as companies whose market capitalizations fall within the range of the Russell 2000 Growth Index at the time of purchase, and invests primarily in equity securities of small capitalization growth companies as defined by the Russell 2000 Growth Index. As of June 30, 2015, the market capitalization range of the Russell 2000 Growth Index was approximately $15.3 million to $6.1 billion. As of June 30, 2015, the weighted average market capitalization of the Fund was approximately $2.2 billion. The market capitalization of the companies held in the Fund’s portfolio and the Russell 2000 Growth Index changes over time; the Fund will not automatically sell or cease to purchase stock of a company it already owns just because the company’s market capitalization changes.

Principal Risks:



· Active Management Risk	· Market and Regulatory Risk
· Equity Securities Risk	· Price Volatility Risk
· Growth Companies Risk	· Small-Capitalization Companies Risk
· Issuer Risk	· Underlying Fund Risk
· Liquidity Risk

General Investment Information

Code of 1986 (“IRC”). Unless a particular investment policy is identified as fundamental in the SAI, the Trust’s board of trustees (“Board”) may change investment policies of a Fund without shareholder approval. Generally, there are changes to a Fund’s investment policies when an existing Manager is replaced, to reflect the new Manager’s investment style and practices.

A Fund’s investment policies apply at the time an investment is made so a Fund generally may continue to hold positions which met the investment policies at the time of investment but subsequently do not meet such policies. Additionally, a Fund may continue to invest in investments that move outside such policies for reasons such as dividend reinvestments or corporate actions. A company’s “capitalization” is a measure of its size. Capitalization is calculated by multiplying the current share price by the number of shares outstanding. Since companies’ market capitalizations fluctuate due to price volatility, capitalization ranges of the indices used to determine eligibility may be affected. Therefore, the capitalization ranges may be modified from time to time. Capitalization is determined at time of investment. Accordingly, a Fund which invests principally in the securities of small-capitalization companies may continue to hold those securities even if they become mid-capitalization companies. Similarly, a Fund which invests principally in securities of mid-capitalization companies may continue to hold those securities even if they become large-capitalization companies. Conversely, a Fund which invests principally in the securities of large-capitalization companies may continue to hold those securities even if they become mid-capitalization companies. Many of the benchmark indices that are used to give you an idea of the capitalization range for the size of companies that a Fund may invest in are periodically reconstituted by the index provider. When this is done, it is possible that a Fund may hold a significant number of holdings with capitalizations that are no longer within the capitalization range of the reconstituted index.

Some investment policies are in place due to the name of the particular Fund (“Name Test Policy”). Each of the Funds is subject to the Name Test Policy. The Name Test Policy also applies at the time the Fund invests its assets and under normal circumstances. The Name Test Policy is applied to a Fund’s net assets, plus the amount of any borrowings for investment purposes. A Fund may not change its Name Test Policy, if applicable, without notifying shareholders 60 days prior to the change. Other than for the Name Test Policy, if net assets are not specified, then percentage limits refer to total assets. Total assets are equal to the value of securities owned, cash, receivables, and other assets before deducting liabilities.

All Funds may engage in active and frequent trading which could result in higher trading costs and reduce performance, and may also increase a Fund’s realized capital gains or losses, which may affect the taxes you pay as a Fund shareholder. These Funds may be used in asset allocation models for the Portfolio Optimization Funds, which are other series of the Trust offered in a separate prospectus that operate as fund of funds. The Portfolio Optimization Funds may invest in one or more of the Funds. Changes to the target allocations or rebalancing of a Portfolio Optimization Fund that invests in the Funds can result in the transfer of assets from one Fund to another. These changes, which occur without shareholder approval, may result in the sale of securities or other holdings, which can increase portfolio turnover and trading costs, potentially reducing a Fund’s performance. During the past fiscal year, none of the Funds in this prospectus engaged in active and frequent trading (over 100% turnover of portfolio securities). High portfolio turnover rates may cause the Fund to incur higher levels of brokerage fees and commissions, which may reduce performance, and may cause higher levels of current tax liability to shareholders in the Fund.

Unless otherwise noted, the Manager may make decisions or shift assets in a way that causes a Fund not to achieve its investment goal or otherwise deviate from its disclosed principal investment strategies. Unless otherwise noted, a Fund may take temporary defensive positions that are inconsistent with its investment strategies if the Manager believes adverse market, economic, political or other conditions make it appropriate to try to protect the Fund from potential loss, for redemptions, at start-up of a Fund, or other reasons. In such cases, a Fund may temporarily invest (partially or extensively) in U.S. government securities, high quality corporate debt securities/debt obligations, mortgage-related and asset-backed securities or money market instruments (short-term high quality instruments) and/or cash equivalents (overnight investments). In addition, a Fund may invest cash balances in such instruments at any time. Likewise, a Fund that invests principally in small- to mid-capitalization companies may shift to preferred stocks and larger-capitalization stocks. These shifts may alter the risk/return characteristics of a Fund and cause a Fund to miss investment opportunities and not to achieve its investment goal. Defensive positions could detract from investment performance in a period of rising market prices, but may reduce the severity of losses in a period of falling market prices and provide liquidity for making additional investments or for meeting redemptions. Furthermore, investment decisions may not anticipate market trends successfully. For example, a Fund investing heavily in common stocks during a stock market decline may fail to preserve capital. Conversely, investing heavily in debt securities during a period of stock market appreciation may result in lower total return.

Additional Risk Information

instruments or short-term debt securities held for cash management or defensive investing purposes can fluctuate in value. Like other debt securities, they are subject to risk, including market and regulatory, interest rate and credit risk. Uninvested cash will be subject to the credit risk of the depositary institution holding the cash, in which case it is possible that no income would be earned on the cash and yield would go down. If significant assets are used for cash management or defensive investing purposes, investment goals may not be met.

· Investment Style Risk: A Fund’s investment style may shift in and out of favor for reasons including market conditions and investor sentiment.

one market may adversely impact markets or issuers in which a Fund invests in unforeseen ways. Traditionally liquid investments may experience periods of diminished liquidity. During a general downturn in the financial markets, multiple asset classes may decline in value and a Fund may lose value, regardless of the individual results of the securities and other instruments in which a Fund invests. It is impossible to predict whether or for how long such market events will continue, particularly if they are unprecedented, unforeseen or widespread events or conditions. Therefore it is important to understand that the value of your investment may fall, sometimes sharply and for extended periods, and you could lose money. Governmental and regulatory actions, including tax law changes, may also impair portfolio management and have unexpected or adverse consequences on particular markets, strategies, or investments. Future market or regulatory events may impact a Fund in unforeseen ways, such as causing a Fund to alter its existing strategies or potentially, to liquidate and close.

· Redemption Risk: A Fund could experience a loss when selling securities to meet redemption requests by shareholders if the redemption requests are unusually large or numerous, occur in times of market turmoil or declining prices for the securities sold, or when the securities to be sold are illiquid. Such redemptions may also increase expenses to the Fund and cause the sale of securities in a short timeframe, both of which could negatively impact performance.

· Underlying Fund Risk: Because a Fund serves as an underlying fund of one or more “fund of funds” of the Trust and thus have a significant percentage of its outstanding shares held by such fund of funds, a change in asset allocation by the fund of funds could result in large redemptions out of the Fund, causing potential increases in expenses to the Fund and sale of securities in a short timeframe, both of which could negatively impact performance.

ADDITIONAL INFORMATION ABOUT FEES AND EXPENSES

The following provides additional information about the “Fees and Expenses of the Fund” in the Fund Summaries section of this prospectus.

Operating expenses incurred by each Fund are borne by shareholders through their investment in such Fund.

Other Expenses

The Other Expenses line item in the Annual Fund Operating Expenses table for each Fund in the Fund Summaries section includes, but is not limited to, expenses for audit, tax, custody, legal, regulatory documents (printing and mailing) and support services; repayments to PLFA of amounts that PLFA reimbursed to a Fund pursuant to the terms of the expense limitation agreement for the Fund (if any); plus the administration fee paid to Pacific Life Insurance Company (“Pacific Life”) for Class S and Class P shares at an annual rate of 0.15% of the average daily net assets of each Fund’s respective share class. The administration fee is for procuring or providing administrative, transfer agency, and shareholder services.

Expenses do not reflect non-recurring fees and expenses.

Operating Expense Reimbursements

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

Pacific Funds Large-Cap and Pacific Funds Large-Cap Value: The expense cap is 0.10% for Class S shares and 0.20% for Class P shares through January 10, 2019.

Pacific Funds Small/Mid-Cap, Pacific Funds Small-Cap and Pacific Funds Small-Cap Value: The expense cap is 0.15% for Class S shares and 0.20% for Class P shares through January 10, 2019.

Pacific Funds Small-Cap Growth: The expense cap is 0.05% for Class S shares and 0.20% for Class P shares through January 10, 2019.

The expense limitation agreement will terminate: (i) if the investment advisory agreement is terminated, or (ii) upon approval of the Board of Trustees and ninety days’ prior written notice to the investment adviser.

Fee Waivers

Pacific Funds Large-Cap: PLFA has agreed to waive 0.10% of its management fee through January 10, 2018 as long as Rothschild Asset Management Inc. remains the sub-adviser of the Fund. There is no guarantee that PLFA will continue such waiver after that date.

OVERVIEW OF CLASS S AND CLASS P SHARES

Class S shares of the Funds (formerly named Institutional Class shares) are only available for investment by shareholders of the Predecessor Funds and employees of the subsidiaries of Rothschild North America Inc., including employees of the sub-adviser to the Funds. Class P shares of the Funds are only available for investment by a fund of funds of the Trust (which are offered in a separate prospectus), PLFA, and certain of its affiliates. Because of this limited availability, only certain information is presented in this prospectus.

Class S and Class P shares of the Funds are continuously offered through the Funds’ principal underwriter, PSD (the “Distributor”). The Distributor is an affiliate of PLFA and is also an affiliate of Pacific Life Insurance Company, the Funds’ administrator. Class S and Class P shares are offered at NAV and are only available for investment by certain investors as described above.

For accounts sold through financial intermediaries, it is the primary responsibility of the financial intermediary to ensure compliance with eligibility requirements such as investor type.

Purchasing Shares

You can invest in the Funds directly with the Trust by using a financial professional or through a broker-dealer or other financial intermediary. Financial intermediaries can help you buy, sell, and exchange shares and maintain your account. Certain financial intermediaries may charge transaction fees or other fees that are in addition to any fees described in this prospectus. Contact your financial professional for more information regarding your options. The Funds are generally available only in the United States (the 50 states, District of Columbia, and the territories of Guam, Puerto Rico, and the U.S. Virgin Islands).

Minimums

There are no minimum investments required for Class S or Class P.

Pacific Funds and the Distributor reserve the right to reject any request to buy shares.

Redeeming and Exchanging Shares

Contact your financial intermediary for instructions on how to redeem shares.

Execution of Your Requests

Purchase and sale requests are executed at the next determined NAV, determined after an authorized designee receives, or the transfer agent receives at its processing location in Westborough, MA, the order in proper form. If you were to purchase by wire, the order would be deemed to be in proper form after the Account Application, telephone notification and the federal funds wire have been received. If an order or payment by wire were received after the scheduled close of the New York Stock Exchange (“NYSE”), which usually closes at 4:00 p.m. Eastern time, the shares would not be credited until the next business day. You will receive a confirmation of each unscheduled transaction in your account. You may rely on these confirmations in lieu of certificates as evidence of your ownership. Certificates representing shares of the Funds will not be issued. Your financial intermediary can provide you with more information regarding the time you must submit your purchase order and whether your intermediary is an “authorized” agent or designee for the receipt of purchase and redemption orders.

INDEX DEFINITIONS

Index Definitions

Russell 2000 Index measures the performance of the small-cap segment of the U.S. equity universe. The Russell 2000 is a subset of the Russell 3000 Index representing approximately 10% of the total market capitalization of that index. It includes approximately 2,000 of the smallest securities based on a combination of their market cap and current index membership. The Russell 2000 Index is constructed to provide a comprehensive and unbiased small-cap barometer and is completely reconstituted annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set. Results include the reinvestment of all distributions.

annually to ensure larger stocks do not distort the performance and characteristics of the true small-cap opportunity set and that the represented companies continue to reflect growth characteristics. Results include the reinvestment of all distributions.

OTHER FUND INFORMATION

How Share Prices Are Calculated

Valuation Policy

Determination of Net Asset Value

Exchange orders within the Funds are effected at NAV. For any transaction, we will use the next NAV calculated after the Trust or its designee receives, in proper form, a request to buy, sell or exchange shares. However, a Fund may, subject to approval by the Board, pay for a sale or exchange, in whole or in part, by a distribution of securities and/or investments from a Fund, in lieu of cash, in accordance with applicable rules. Each Fund’s NAV will not be calculated on days when the NYSE is closed. There may be a delay in calculating the NAV if: (i) the NYSE is closed on a day other than a regular holiday or weekend, (ii) trading on the NYSE is restricted, (iii) an emergency exists (as determined by the SEC), making the sale of investments or determinations of NAV not practicable, or (iv) the SEC permits a delay for the protection of shareholders. Based on information obtained from the NYSE, it is anticipated that the NYSE will be closed when the following annual holidays are observed: New Year’s Day; Martin Luther King, Jr. Day; Presidents’ Day; Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving; and Christmas Day. The NYSE is normally closed on the preceding Friday or subsequent Monday when one of these holidays falls on a Saturday or Sunday, respectively. In addition, the NYSE typically closes early (usually 1:00 p.m. Eastern Time) on the day after Thanksgiving and the day before Christmas Day. Although the Trust expects the same holidays to be observed in the future, the NYSE may modify its holiday schedule or hours of operation at any time.

Investment Valuation

· Investment Companies. Fund investments in other investment companies are valued at their respective NAVs.

Investment Values Determined by a Trustee Valuation Committee or a Valuation Committee Approved by the Board

Prevention of Disruptive Trading

To discourage frequent trading, you:

· may not make more than 12 exchanges out of each of the Funds per calendar year.

· may not make more than 2 exchanges out of each of the Funds per calendar month.

For clarification purposes, multiple exchanges out of the same Fund on the same trading day count as one exchange.

The Trust does not accommodate trading in excess of these limitations. The exchange limitations outlined above will not apply to the following transactions:

· exchanges from a Fund that seeks to achieve its investment goal by investing primarily in other Funds of the Trust;

· redemptions from a Fund;

· systematic transactions (dollar cost averaging, dividend reinvestments, automatic investment plans);

· loans and loan repayments; or

shareholders, if in the sole discretion of the Trust (or its agent) the requested transactions were to have a negative impact on remaining shareholders.

The Trust is unable to directly monitor the trading activity of beneficial owners who hold shares of the Funds through omnibus accounts (i.e., accounts that are not on the books of the Trust’s transfer agent, for example, third-party 401(k) and other group retirement plans) maintained by financial intermediaries.

Omnibus account arrangements enable financial intermediaries to aggregate share ownership positions of multiple investors and purchase, redeem and exchange shares without the identity of the particular shareholder(s) being known to the Trust. Accordingly, the ability of the Trust to monitor, detect or limit frequent share trading activity through omnibus accounts is limited. In such cases, the Trust or its agent(s) may request from the financial intermediaries information that differs from that which is normally available to the Trust or its agent(s). In such instances, the Trust will seek to monitor purchase and redemption activity through the overall omnibus account(s) or retirement and benefit plan account(s). If the Trust identifies activity that might be indicative of excessive short-term trading activity, the Trust or its designated agent will notify the applicable financial intermediary or retirement and benefit plan and request that it provide or review information on individual account transactions so that the Trust or the financial intermediary or retirement and benefit plan can determine if any investors were engaging in excessive or short-term trading activity. If an investor is identified as engaging in undesirable trading activity, the Trust or its designated agent will request that the financial intermediary or retirement and benefit plan take appropriate action to curtail the activity and will also work with the relevant party to do so. Such actions may include actions similar to those that the Trust would take such as placing blocks on accounts to prohibit future purchases and exchanges of Fund shares, or requiring that the investor place trades on a manual basis, either indefinitely or for a period of time. If the Trust determines that the financial intermediary or retirement and benefit plan has not demonstrated adequately that it has taken appropriate action to curtail the excessive short-term trading, the Trust or its agents may terminate the relationship. Although these measures are available, there is no assurance that the Funds or its agent(s) will be able to identify shareholders who may be engaging in frequent trading activity through omnibus accounts or to curtail such trading.

Dividends and Distributions

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

General Summary of Tax Consequences

Generally, shareholders are subject to U.S. federal income tax on Fund dividends or distributions or on sales or exchanges of Fund shares. However, shareholders that are exempt from the U.S. federal income tax, such as retirement plans that are qualified under Section 401 of the IRC, generally are not subject to U.S. federal income tax on Fund dividends or distributions or on sales or exchanges of Fund shares within such tax exempt accounts. Accordingly, a plan participant whose retirement plan invests in a Fund generally is not taxed on dividends or distributions received by the plan or on sales or exchanges of shares of a Fund by the plan for U.S. federal income tax purposes. However, distributions to plan participants from a retirement plan generally are taxable to plan participants as ordinary income and may be subject to a 10% federal penalty tax if taken prior to the age of 59 ½.

Distributions of the long-term capital gains will generally be taxed as long-term capital gains. Other distributions, including short-term capital gains, will be taxed as ordinary income.

Document Delivery

Shareholder Mailings

Unclaimed Property

Electronic Delivery Consent

If you plan on enrolling in this service, or are currently enrolled, please note that:

· We impose no additional charge for electronic delivery, although your Internet provider may charge for Internet access.

· You must provide a current e-mail address and notify the Trust promptly when your e-mail address changes.

· You must update any e-mail filters that may prevent you from receiving e-mail notifications from the Trust.

· You may request a paper copy of the information at any time for no charge, even though you consented to electronic delivery, or

if you decide to revoke your consent.

· For jointly owned accounts, both owners are consenting that the primary owner will receive information electronically. (Only the primary owner will receive e-mail notices.)

· Electronic delivery will be cancelled if e-mails are returned undeliverable.

· This consent will remain in effect until you revoke it.

Fund Organization

ABOUT MANAGEMENT

This section provides information about PLFA and the sub-adviser that manages the Funds offered in this prospectus. PLFA and the sub-adviser are each a “Manager” and together the “Managers.”

In its role as investment adviser, PLFA, subject to review of the Trust’s Board, also supervises the management of all of the Funds in the Trust. For most of the Funds, PLFA has retained other portfolio management firms as sub-advisers, many of which have a worldwide market presence and extensive research capabilities. PLFA oversees and monitors the performance of these sub-advisers. Under an exemptive order from the SEC, PLFA and the Trust can hire, terminate and replace the sub-advisers (except, as a general matter, sub-advisers affiliated with PLFA) without shareholder approval. Within 90 days of the hiring of any new sub-adviser, shareholders of the affected Fund will be sent information about the change.

Each Fund pays PLFA a management fee for the services it provides as investment adviser. These Funds have not operated for a full fiscal year and, as such, their management fee rates (gross of any fee waiver) are shown. A discussion regarding the basis for the Board’s approval of the investment advisory agreement and sub-advisory agreement for the Funds in this prospectus is available in the Fund’s annual report dated March 31, 2016.


Fund		Management Fee Rate (as a percentage of average net assets)
Pacific Funds Large-Cap		0.65%
Pacific Funds Large-Cap Value		0.65%
Pacific Funds Small/Mid-Cap		0.85%
Pacific Funds Small-Cap		0.85%
Pacific Funds Small-Cap Value		0.85%
Pacific Funds Small-Cap Growth		0.85%

The table that follows provides information about the sub-adviser and individual team members responsible for making investment decisions for the Funds (i.e., portfolio managers), including their primary title with the Manager (or affiliate) and business experience for the past five years. Each of the portfolio managers listed in the following table is jointly and primarily responsible for the day-to-day management of the respective Fund, unless there is only one portfolio manager listed which indicates that he or she is primarily responsible for that Fund. For each portfolio manager listed, the SAI provides additional information about compensation, other accounts managed and ownership of securities in the Fund(s) managed by the portfolio manager. The portfolio managers for a Fund may change at the Manager’s discretion.


Rothschild Asset Management Inc.

1251 Avenue of the Americas, New York, NY 10020 Rothschild Asset Management Inc. (“Rothschild”) is a registered investment adviser and has provided investment advisory services to individual and institutional accounts since 1962. As of March 31, 2016, Rothschild’s, including all advisory affiliates’, total assets under management were approximately $6.04 billion.

PACIFIC FUNDS LARGE-CAP PACIFIC FUNDS LARGE-CAP VALUE
Luis Ferreira, CFA	Managing director of Rothschild since 2006, portfolio manager of Rothschild since 2006. Mr. Ferreira has over 22 years of investment experience. He has a BS from the Universidad de Los Andes and an MBA from Babson College.
Chris R. Kaufman	Managing director of Rothschild since 2004, portfolio manager of Rothschild since 2004. Mr. Kaufman has over 30 years of investment experience. He has a BA from Hunter College and an MBA from Columbia University.
Paul Roukis, CFA	Managing director of Rothschild since 2006, portfolio manager of Rothschild since 2005. Mr. Roukis has over 23 years of investment experience. He has a BBA from Hofstra University.
Mark K. Tavel	Managing director of Rothschild since 1988, portfolio manager of Rothschild since 1988. Mr. Tavel has over 47 years of investment experience. He has a BA from Harvard University and an MBA from Columbia University.
PACIFIC FUNDS SMALL/MID-CAP PACIFIC FUNDS SMALL-CAP PACIFIC FUNDS SMALL-CAP VALUE PACIFIC FUNDS SMALL-CAP GROWTH
Joseph Bellantoni, CFA	Managing director of Rothschild since 1997, portfolio manager of Rothschild since 1997. Mr. Bellantoni has over 32 years of investment experience. He has a BS from Fordham University and an MBA from Fordham University.
Tina Jones, CFA	Managing director of Rothschild since 2004, portfolio manager of Rothschild since 2000. Ms. Jones has over 20 years of investment experience. She has a BA from the University of Pennsylvania.
Douglas J. Levine, CFA	Managing director of Rothschild since 2007, portfolio manager of Rothschild since 2007. Mr. Levine has over 19 years of investment experience. He has a BS from Pennsylvania State University.
R. Daniel Oshinskie, CFA	Chief investment officer of Rothschild since 2011, portfolio manager of Rothschild since 2001. Mr. Oshinskie has over 29 years of investment experience. He has a BS from Virginia Commonwealth University and an MBA from Rutgers University.

PERFORMANCE OF COMPARABLE ACCOUNTS

About the Comparable Accounts Presentation


Composite	Fund
Rothschild U.S. Large-Cap Core Composite	Pacific Funds Large-Cap
Rothschild U.S. Large-Cap Value Composite	Pacific Funds Large-Cap Value
Rothschild U.S. Small/Mid-Cap Core Composite	Pacific Funds Small/Mid-Cap
Rothschild U.S. Small-Cap Core Composite	Pacific Funds Small-Cap
Rothschild U.S. Small-Cap Value Composite	Pacific Funds Small-Cap Value
Rothschild U.S. Small-Cap Growth Composite	Pacific Funds Small-Cap Growth

Rothschild U.S. Large-Cap Core Composite

The performance data below is for the LCC Composite and the prior performance of Rothschild and is not the performance results for Pacific Funds Large-Cap.


Annual total returns/Average annual total returns for the periods ending December 31, 2015
Year/Period	LCC Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Large-Cap (Class S)¹	LCC Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Large-Cap (Class P)²	LCC Composite³	S&P 500 Index⁴
2015	(1.28%)	(1.38%)	(1.23%)	1.38%
2014	12.68%	12.57%	12.74%	13.69%
2013	33.01%	32.88%	33.07%	32.39%
2012	15.99%	15.88%	16.05%	16.00%
2011	4.81%	4.70%	4.86%	2.11%
2010	13.59%	13.48%	13.65%	15.06%
2009	20.40%	20.28%	20.46%	26.46%
2008	(31.99%)	(32.06%)	(31.96%)	(37.00%)
2007	7.48%	7.38%	7.54%	5.49%
2006	19.24%	19.12%	19.30%	15.79%
2005	5.48%	5.38%	5.53%	4.91%
2004	13.40%	13.28%	13.45%	10.88%
2003	28.34%	28.21%	28.40%	28.68%
2002	(19.52%)	(19.60%)	(19.48%)	(22.10%)
2001	(0.80%)	(0.90%)	(0.75%)	(11.89%)
2000	(0.01%)	(0.11%)	0.04%	(9.10%)
1999	8.63%	8.52%	8.68%	21.04%
1998	18.37%	18.25%	18.43%	28.58%
1997	37.26%	37.13%	37.33%	33.36%
1996	19.66%	19.54%	19.72%	22.96%
1995	30.46%	30.33%	30.52%	37.58%
1994	(1.04%)	(1.14%)	(0.99%)	1.32%
1993	20.70%	20.59%	20.76%	10.08%
1 year	(1.28%)	(1.38%)	(1.23%)	1.38%
3 years	13.95%	13.84%	14.01%	15.13%
5 years	12.46%	12.35%	12.52%	12.57%
10 years	7.93%	7.82%	7.98%	7.31%
Since January 1, 1993⁵	9.83%	9.73%	9.89%	9.09%

¹ This column shows you the performance of the LCC Composite after the fees and expenses of Class S shares of Pacific Funds Large-Cap (estimated at an annual rate of 65 basis points) have been deducted from the LCC Composite’s gross performance.

² This column shows you the performance of the LCC Composite after the fees and expenses of Class P shares of Pacific Funds Large-Cap (estimated at an annual rate of 75 basis points) have been deducted from the LCC Composite’s gross performance.

³ This column shows you the performance of the LCC Composite after investment advisory fees and trading costs of the accounts comprising the composite have been deducted on a monthly basis from the gross return of the composite (estimated at an annual rate of 60 basis points). The investment advisory fee charges deducted represent the highest advisory fee charged to any account comprising the composite for the period(s) shown.

⁴ The S&P 500 Index is an unmanaged index generally considered representative of the market for stocks of U.S. large-capitalization companies and includes reinvestment of dividends. You cannot invest directly in an index.

⁵ The inception date for the LCC Composite is January 1, 1990. Returns for the periods from January 1, 1990 through December 31, 1992 are not shown because they are not GIPS verified. Rothschild has represented that exclusion of these returns would not materially affect the performance information or cause the presentation to be misleading.

Rothschild U.S. Large-Cap Value Composite

mutual fund (<$1 million), five wrap-fee platforms ($620 million) and one new account ($14 million) that will be added to the composite in January 2016. Rothschild has represented that exclusion of these accounts does not materially change the performance numbers shown or cause the presentation to be misleading. Results for the full historical period are time-weighted, meaning the rates of return are adjusted to take into account the time periods before and after cash flows into and out of the accounts comprising the composite in order to minimize any impact on returns that is based on such cash flows. The LCV Composite is asset-weighted, meaning the calculations are weighted by the size of each client’s account in relation to the size of the total composite, using daily market value.

The composite performance is provided to illustrate the past performance of the composite of Rothschild’s similarly managed accounts as measured against a broad based market index and the prior performance of Rothschild, and does not represent the historical performance of Pacific Funds Large-Cap Value. You should not consider this performance data to be an indication of future performance of Pacific Funds Large-Cap Value.

The performance data below is for the LCV Composite and the prior performance of Rothschild and is not the performance results for Pacific Funds Large-Cap Value.


Annual total returns/Average annual total returns for the periods ending December 31, 2015
Year/Period	LCV Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Large-Cap Value (Class S)¹	LCV Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Large-Cap Value (Class P)²	LCV Composite³	Russell 1000 Value Index⁴
2015	(1.96%)	(2.06%)	(1.81%)	(3.83%)
2014	13.59%	13.47%	13.75%	13.45%
2013	36.35%	36.22%	36.55%	32.53%
2012	18.71%	18.59%	18.88%	17.51%
2011	0.35%	0.25%	0.50%	0.39%
2010	11.10%	10.99%	11.27%	15.51%
2009	23.24%	23.12%	23.42%	19.69%
2008	(34.46%)	(34.53%)	(34.36%)	(36.85%)
2007	5.17%	5.06%	5.33%	(0.17%)
2006	23.00%	22.88%	23.18%	22.25%
2005	9.32%	9.21%	9.48%	7.05%
2004	14.69%	14.58%	14.86%	16.49%
2003	29.43%	29.30%	29.62%	30.03%
2002	(14.85%)	(14.94%)	(14.72%)	(15.52%)
2001	(2.30%)	(2.40%)	(2.15%)	(5.59%)
10/1/00 — 12/31/00	2.16%	2.13%	2.20%	3.60%
1 year	(1.96%)	(2.06%)	(1.81%)	(3.83%)
3 years	14.94%	14.82%	15.11%	13.08%
5 years	12.58%	12.47%	12.75%	11.27%
10 years	7.70%	7.59%	7.86%	6.16%
Since Inception (October 1, 2000)	7.22%	7.12%	7.38%	6.01%

¹ This column shows you the performance of the LCV Composite after the fees and expenses of Class S shares of Pacific Funds Large-Cap Value (estimated at an annual rate of 75 basis points) have been deducted from the LCV Composite’s gross performance.

² This column shows you the performance of the LCV Composite after the fees and expenses of Class P shares of Pacific Funds Large-Cap Value (estimated at an annual rate of 85 basis points) have been deducted from the LCV Composite’s gross performance.

³ This column shows you the performance of the LCV Composite after investment advisory fees and trading costs of the accounts comprising the composite have been deducted on a monthly basis from the gross returns of the composite (estimated at an annual rate of 60 basis points). The investment advisory fee charges deducted represent the highest advisory fee charged to any account comprising the composite for the period(s) shown.

⁴ The Russell 1000 Value Index is an unmanaged index generally representative of the market for the stocks of large-capitalization U.S. companies and includes reinvestment of dividends. You cannot invest directly in an index.

Rothschild U.S. Small/Mid-Cap Core Composite

The composite performance is provided to illustrate the past performance of the composite of Rothschild’s similarly managed accounts as measured against a broad based market index and the prior performance of Rothschild, and does not represent the historical performance of Pacific Funds Small/Mid-Cap. You should not consider this performance data to be an indication of future performance of Pacific Funds Small/Mid-Cap.

The performance data below is for the SMID Composite and the prior performance of Rothschild and is not the performance results for Pacific Funds Small/Mid-Cap.


Annual total returns/Average annual total returns for the periods ending December 31, 2015
Year/Period	SMID Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small/Mid-Cap (Class S)¹	SMID Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small/Mid-Cap (Class P)²	SMID Composite³	Russell 2500 Index⁴
2015	0.52%	0.47%	0.67%	(2.90%)
2014	9.27%	9.21%	9.43%	7.07%
2013	38.09%	38.02%	38.29%	36.80%
2012	13.90%	13.85%	14.07%	17.88%
2011	2.41%	2.36%	2.57%	(2.51%)
2010	26.74%	26.67%	26.92%	26.71%
2009	17.99%	17.93%	18.16%	34.39%
2008	(32.99%)	(33.02%)	(32.88%)	(36.79%)
2007	0.39%	0.34%	0.54%	1.38%
2006	18.45%	18.39%	18.63%	16.17%
2005	9.47%	9.42%	9.64%	8.11%
2004	19.95%	19.89%	20.13%	18.29%
2003	36.40%	36.34%	36.60%	45.51%
2002	(6.07%)	(6.12%)	(5.93%)	(17.80%)
2001	12.36%	12.31%	12.53%	1.22%
2000	19.89%	19.84%	20.07%	4.27%
1999	7.22%	7.16%	7.38%	24.14%
1998	3.26%	3.21%	3.42%	0.38%
1997	32.43%	32.36%	32.62%	24.36%
1 year	0.52%	0.47%	0.67%	(2.90%)
3 years	14.90%	14.84%	15.07%	12.46%
5 years	12.09%	12.03%	12.26%	10.32%


Annual total returns/Average annual total returns for the periods ending December 31, 2015
Year/Period	SMID Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small/Mid-Cap (Class S)¹	SMID Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small/Mid-Cap (Class P)²	SMID Composite³	Russell 2500 Index⁴
10 years	7.74%	7.69%	7.90%	7.56%
Since Inception (January 1, 1997)	10.79%	10.74%	10.96%	9.05%

¹ This column shows you the performance of the SMID Composite after the fees and expenses of Class S shares of Pacific Funds Small/Mid-Cap (estimated at an annual rate of 100 basis points) have been deducted from the SMID Composite’s gross performance.

² This column shows you the performance of the SMID Composite after the fees and expenses of Class P shares of Pacific Funds Small/Mid-Cap (estimated at an annual rate of 105 basis points) have been deducted from the SMID Composite’s gross performance.

³ This column shows you the performance of the SMID Composite after investment advisory fees and trading costs of the accounts comprising the composite have been deducted on a monthly basis from the gross return of the composite (estimated at an annual rate of 85 basis points). The investment advisory fee charges deducted represent the highest advisory fee charged to any account comprising the composite for the period(s) shown.

⁴ The Russell 2500 Index is an unmanaged index generally representative of the market for the stocks of small- and medium-sized U.S. companies and includes reinvestment of dividends. You cannot invest directly in an index.

Rothschild U.S. Small-Cap Core Composite

The composite performance is provided to illustrate the past performance of the composite of Rothschild’s similarly managed accounts as measured against a broad based market index and the prior performance of Rothschild, and does not represent the historical performance of Pacific Funds Small-Cap. You should not consider this performance data to be an indication of future performance of Pacific Funds Small-Cap.

The performance data below is for the SCC Composite and the prior performance of Rothschild and is not the performance results for Pacific Funds Small-Cap.


Annual total returns/Average annual total returns for the periods ending December 31, 2015
Year/Period	SCC Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap (Class S)¹	SCC Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap (Class P)²	SCC Composite³	Russell 2000 Index⁴
2015	(1.41%)	(1.46%)	(1.26%)	(4.41%)
2014	9.44%	9.39%	9.61%	4.89%
2013	37.34%	37.28%	37.54%	38.82%
2012	15.33%	15.28%	15.50%	16.35%
2011	4.11%	4.06%	4.27%	(4.18%)


Annual total returns/Average annual total returns for the periods ending December 31, 2015
Year/Period	SCC Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap (Class S)¹	SCC Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap (Class P)²	SCC Composite³	Russell 2000 Index⁴
2010	26.15%	26.09%	26.34%	26.85%
2009	14.71%	14.65%	14.88%	27.17%
2008	(28.74%)	(28.77%)	(28.63%)	(33.79%)
2007	(1.51%)	(1.56%)	(1.37%)	(1.57%)
2006	24.12%	24.06%	24.30%	18.37%
2005	7.55%	7.49%	7.71%	4.55%
2004	19.25%	19.19%	19.43%	18.33%
2003	36.03%	35.96%	36.23%	47.25%
2002	(8.67%)	(8.72%)	(8.53%)	(20.48%)
2001	14.28%	14.22%	14.45%	2.49%
2000	20.39%	20.33%	20.57%	(3.02%)
1999	8.01%	7.96%	8.18%	21.26%
1998	1.23%	1.18%	1.38%	(2.55%)
1997	33.30%	33.24%	33.50%	22.36%
1996	23.62%	23.56%	23.80%	16.49%
1995	32.11%	32.05%	32.31%	28.45%
1994	1.32%	1.27%	1.47%	(1.82%)
1993	21.20%	21.14%	21.38%	18.88%
1 year	(1.41%)	(1.46%)	(1.26%)	(4.41%)
3 years	14.01%	13.96%	14.18%	11.65%
5 years	12.22%	12.16%	12.38%	9.19%
10 years	8.41%	8.36%	8.58%	6.80%
Since January 1, 1993⁵	12.29%	12.23%	12.46%	8.84%

¹ This column shows you the performance of the SCC Composite after the fees and expenses of Class S shares of Pacific Funds Small-Cap (estimated at an annual rate of 100 basis points) have been deducted from the SCC Composite’s gross performance.

² This column shows you the performance of the SCC Composite after the fees and expenses of Class P shares of Pacific Funds Small-Cap (estimated at an annual rate of 105 basis points) have been deducted from the SCC Composite’s gross performance.

³ This column shows you the performance of the SCC Composite after investment advisory fees and trading costs of the accounts comprising the composite have been deducted on a monthly basis from the gross returns of the components of the composite (estimated at an annual rate of 85 basis points). The investment advisory fee charges deducted represent the highest advisory fee charged to any account comprising the composite for the period(s) shown.

⁴ The Russell 2000 Index is an unmanaged index generally representative of the market for the stocks of small-sized U.S. companies and includes reinvestment of dividends. You cannot invest directly in an index.

⁵ The inception date for the SCC Composite is January 1, 1991. Returns for the periods from January 1, 1991 through December 31, 1992 are not shown because they are not GIPS verified. Rothschild has represented that exclusion of these returns would not materially affect the performance information or cause the presentation to be misleading.

Rothschild U.S. Small-Cap Value Composite

The composite performance is provided to illustrate the past performance of the composite of Rothschild’s similarly managed accounts as measured against a broad based market index and the prior performance of Rothschild, and does not represent the historical performance of Pacific Funds Small-Cap Value. You should not consider this performance data to be an indication of future performance of Pacific Funds Small-Cap Value.

The performance data below is for the SCV Composite and the prior performance of Rothschild and is not the performance results for Pacific Funds Small-Cap Value.


Annual total returns/Average annual total returns for the periods ending December 31, 2015
Year/Period	SCV Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap Value (Class S)¹	SCV Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap Value (Class P)²	SCV Composite³	Russell 2000 Value Index⁴
2015	(3.50%)	(3.55%)	(3.36%)	(7.47%)
2014	7.34%	7.29%	7.50%	4.22%
2013	36.75%	36.68%	36.95%	34.52%
2012	13.85%	13.79%	14.02%	18.05%
2011	0.86%	0.81%	1.01%	(5.50%)
2010	20.47%	20.41%	20.65%	24.50%
2009	9.72%	9.67%	9.89%	20.58%
2008	(24.78%)	(24.82%)	(24.66%)	(28.92%)
2007	(3.58%)	(3.63%)	(3.43%)	(9.78%)
2006	23.40%	23.33%	23.58%	23.48%
2005	8.40%	8.35%	8.56%	4.71%
2004	19.55%	19.49%	19.72%	22.25%
2003	34.72%	34.65%	34.91%	46.03%
2002	(4.34%)	(4.39%)	(4.19%)	(11.43%)
2001	11.81%	11.75%	11.97%	14.02%
2000	22.33%	22.27%	22.51%	22.83%
1999	8.06%	8.01%	8.22%	(1.49%)
1998	1.20%	1.14%	1.35%	(6.45%)
9/1/97 — 12/31/97	6.64%	6.63%	6.70%	8.44%
1 year	(3.50%)	(3.55%)	(3.36%)	(7.47%)
3 years	12.31%	12.25%	12.47%	9.06%
5 years	10.22%	10.16%	10.38%	7.67%
10 years	6.76%	6.71%	6.92%	5.57%
Since Inception (September 1, 1997)	9.32%	9.26%	9.48%	7.83%

¹ This column shows you the performance of the SCV Composite after the fees and expenses of Class S shares of Pacific Funds Small-Cap Value (estimated at an annual rate of 100 basis points) have been deducted from the SCV Composite’s gross performance.

² This column shows you the performance of the SCV Composite after the fees and expenses of Class P shares of Pacific Funds Small-Cap Value (estimated at an annual rate of 105 basis points) have been deducted from the SCV Composite’s gross performance.

³ This column shows you the performance of the SCV Composite after investment advisory fees and trading costs of the accounts comprising the composite have been deducted on a monthly basis from the gross returns of the composite (estimated at annual rate of 85 basis points). The investment advisory fee charges deducted represent the highest advisory fee charged to any account comprising the composite for the period(s) shown.

⁴ The Russell 2000 Value Index is an unmanaged index generally representative of the market for the stocks of small-sized U.S. companies and includes reinvestment of dividends. You cannot invest directly in an index.

Rothschild U.S. Small-Cap Growth Composite

million). Rothschild has represented that exclusion of these accounts does not materially change the performance numbers shown or cause the presentation to be misleading. Results for the full historical period are time-weighted, meaning the rates of return are adjusted to take into account the time periods before and after cash flows into and out of the accounts comprising the composite in order to minimize any impact on returns that is based on such cash flows. The SCG Composite is asset-weighted, meaning the calculations are weighted by the size of each client’s account in relation to the size of the total composite, using daily market value.

The performance data below is for the SCG Composite and the prior performance of Rothschild and is not the performance results for Pacific Funds Small-Cap Growth.


Annual total returns/Average annual total returns for the periods ending December 31, 2015
Year/Period	SCG Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap Growth (Class S)¹	SCG Composite Adjusted to Reflect Fees and Expenses of Pacific Funds Small-Cap Growth (Class P)²	SCG Composite³	Russell 2000 Growth Index⁴
2015	1.21%	1.06%	1.26%	(1.38%)
2014	10.72%	10.56%	10.78%	5.60%
2013	40.09%	39.88%	40.16%	43.30%
2012	12.66%	12.50%	12.72%	14.59%
2011	2.02%	1.86%	2.07%	(2.91%)
2010	28.36%	28.17%	28.42%	29.09%
2009	27.69%	27.51%	27.76%	34.47%
2008	(32.75%)	(32.86%)	(32.72%)	(38.54%)
10/1/07 — 12/31/07	(2.75%)	(2.79%)	(2.74%)	(2.10%)
1 year	1.21%	1.06%	1.26%	(1.38%)
3 years	16.22%	16.05%	16.28%	14.28%
5 years	12.53%	12.36%	12.58%	10.67%
Since Inception (October 1, 2007)	8.32%	8.16%	8.37%	6.90%

¹ This column shows you the performance of the SCG Composite after the fees and expenses of Class S shares of Pacific Funds Small-Cap Growth (estimated at an annual rate of 90 basis points) have been deducted from the SCG Composite’s gross performance.

² This column shows you the performance of the SCG Composite after the fees and expenses of Class P shares of Pacific Funds Small-Cap Growth (estimated at an annual rate of 105 basis points) have been deducted from the SCG Composite’s gross performance.

³ This column shows you the performance of the SCG Composite after investment advisory fees and trading costs of the accounts comprising the composite have been deducted on a monthly basis from the gross returns of the composite (estimated at an annual rate of 85 basis points). The investment advisory fee charges deducted represent the highest advisory fee charged to any account comprising the composite for the period(s) shown.

⁴ The Russell 2000 Growth Index is an unmanaged index generally representative of the market for the stocks of small-sized U.S. companies and includes reinvestment of dividends. You cannot invest directly in an index.

FINANCIAL HIGHLIGHTS

The information in the Financial Highlights table for the period from December 1, 2015 through March 31, 2016 for the Funds is included and can be read in conjunction with the Funds’ financial statements and related notes, which have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, whose report along with the Funds’ financial statements and related notes, are included in the Funds’ annual report dated as of March 31, 2016. To find out how you can obtain a copy of the annual report, please refer to the Where To Go For More Information section on the back cover of this prospectus.

Upon completion of the reorganization of the Predecessor Funds with and into the PF U.S. Equity Funds on January 11, 2016, each PF U.S. Equity Fund assumed the performance, financial and other historical information of the corresponding Predecessor Fund. The information in the Financial Highlights table for the period December 31, 2014 (the Predecessor Funds’ commencement of operations) through November 30, 2015 (the Predecessor Funds’ fiscal year end) reflects the historical financial highlights of the Predecessor Funds, and was audited by the independent registered public accounting firm for the Predecessor Funds (the “Predecessor Accounting Firm”), which is a different firm from the independent registered public accounting firm for the Trust. The Predecessor Accounting Firm’s report dated January 28, 2016, along with the Predecessor Funds’ financial statements (which have been adopted by the PF U.S. Equity Funds), are included in the Predecessor Funds’ annual report dated November 30, 2015. A copy of the annual report is available upon request.

PACIFIC FUNDS

FINANCIAL HIGHLIGHTS

Selected per share, ratios and supplemental data for each year or period ended March 31, were as follows:


Fund			Selected Per Share Data																				Ratios to Average Net Assets			Supplemental Data
			Investment Operations									Distributions
For the Year or Period Ended (1)	Net Asset Value, Beginning of Year or Period		Net Investment Income (Loss) (2)			Net Realized and Unrealized Gain (Loss)			Total			Net Investment Income			Capital Gains			Total			Net Asset Value, End of Year or Period		Expenses Before Reductions (3)	Expenses After Reductions (3), (4)	Net Investment Income (Loss) (3)	Total Returns (5)			Net Assets, End of Year or Period (in thousands)		Portfolio Turnover Rates
Pacific Funds Large-Cap (6)
Institutional Class
12/1/2015 - 3/31/2016		$10.09		$0.05			($0.30	)		($0.25	)		($0.18	)(7)		$—			($0.18	)		$9.66	5.99%	0.65%	1.70%		(2.54	%)		$1,879		27	%
3/20/2015 - 11/30/2015		10.26		0.12			(0.29	)		(0.17	)		—			—			—			10.09	9.85%	0.65%	1.72%		(1.66	%)		1,895		45	%
Pacific Funds Large-Cap Value (6)
Institutional Class
1/11/2016 - 3/31/2016		$8.97		$0.04			$0.46			$0.50			$—			$—			$—			$9.47	9.93%	0.75%	2.27%		5.57	%		$210		48	%
Pacific Funds Small/Mid-Cap (6)
Institutional Class
12/1/2015 - 3/31/2016		$10.48		$0.01			($0.49	)		($0.48	)		($0.03	)		($0.05	)		($0.08	)		$9.92	9.62%	1.00%	0.37%		(4.55	%)		$711		11	%
12/31/2014 - 11/30/2015		10.00		0.01			0.47			0.48			—			—			—			10.48	29.84%	1.00%	0.12%		4.80	%		524		30	%
Pacific Funds Small-Cap (6)
Institutional Class
12/1/2015 - 3/31/2016		$10.31		$0.02			($0.60	)		($0.58	)		($0.06	)		$—			($0.06	)		$9.67	10.38%	1.00%	0.61%		(5.68	%)		$497		27	%
12/31/2014 - 11/30/2015		10.00		0.02			0.29			0.31			—			—			—			10.31	30.41%	1.00%	0.24%		3.10	%		516		27	%
Pacific Funds Small-Cap Value (6)
Institutional Class
12/1/2015 - 3/31/2016		$10.14		$0.04			($0.49	)		($0.45	)		($0.12	)		($0.10	)		($0.22	)		$9.47	16.02%	1.00%	1.27%		(4.37	%)		$1,118		17	%
12/31/2014 - 11/30/2015		10.00		0.06			0.08			0.14			—			—			—			10.14	26.85%	1.00%	0.63%		1.40	%		706		29	%
Pacific Funds Small-Cap Growth (6)
Institutional Class
1/11/2016 - 3/31/2016		$9.27		($0.00	)(8)		$0.36			$0.36			$—			$—			$—			$9.63	12.04%	0.90%	(0.29%)		3.88	%		$411		7	%

(1)	For share classes that commenced operations after April 1, 2011, the first date reported represents the commencement date of operations for that share class.

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

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

(4)	The ratios of expenses after expense reductions to average net assets are after advisory fee waivers and adviser expense reimbursements, if any.

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

(6)

(7)	Includes $0.01 per share return of capital distribution.

(8)	Reflects an amount rounding to less than $0.01 per share.

A-1

WHERE TO GO FOR MORE INFORMATION

You’ll find more information about the Funds in the following documents:

Annual, Semi-Annual and Quarterly Reports

The Trust’s annual, semi-annual and quarterly reports for the Funds included in this prospectus, once available, will provide additional information about Fund investments. The Trust’s annual reports list the holdings of the Trust’s Funds (or a summary of holdings), describe Fund performance, include audited financial statements and tell you how investment strategies and Fund performance have responded to recent market conditions and economic trends. The Trust’s semi-annual reports list the holdings of the Funds (or a summary of the holdings) and include unaudited financial statements. The Trust’s annual and semi-annual reports may contain a summary schedule of investments for certain Funds. A complete schedule of investments may be obtained as noted below. The Trust’s quarterly reports provide a list of the holdings of the Funds.

Statement of Additional Information (“SAI”)

How to Obtain Documents

The prospectuses, the SAI, and other regulatory documents of the Trust, once filed, are available, free of charge, on the Trust’s website (www.pacificlife.com/pacificfunds.html). You may also call or write for a free copy of these documents. You can also obtain these documents, reports and other information by contacting the U.S. Securities and Exchange Commission’s (“SEC”) Public Reference Room. The SEC may charge you a fee for this information.

Portfolio Holdings Information

How to Contact the Trust

If you have any questions about any of the Funds or would like to obtain a copy of the Trust’s prospectuses, SAI or annual or semi-annual report at no cost, contact:

Regular mail: Pacific Funds, P.O. Box 9768, Providence, RI 02940-9768

Express mail: Pacific Funds, 4400 Computer Drive, Westborough MA 01581

Telephone: Customer Service (800) 722-2333 (select Option 2) (Monday through Friday)

How to Contact the SEC

Commission’s Public Reference Section

100 F Street, NE

Washington, D.C. 20549-1520

Website: www.sec.gov

E-mail: publicinfo@sec.gov

FINRA BrokerCheck

SEC file number 811-10385

PACIFIC FUNDS STATEMENT OF ADDITIONAL INFORMATION

Dated August 1, 2016

Pacific Funds Series Trust (the “Trust”), which may be referred to as “Pacific Funds,” is an open-end investment management company that is comprised of the following funds (each a “Fund,” together the “Funds”).

Ticker Symbols by Share Class

Advisor

Pacific Funds^sm Portfolio Optimization Conservative*

POAAX

POABX

POACX

POARX

PLCDX

Pacific Funds^sm Portfolio Optimization Moderate-Conservative*

POBAX

POBBX

POBCX

POBRX

PMCDX

Pacific Funds^sm Portfolio Optimization Moderate *

POCAX

POMBX

POMCX

POCRX

POMDX

Pacific Funds^sm Portfolio Optimization Growth*

PODAX

PODBX

PODCX

PODRX

PMADX

Pacific Funds^sm Portfolio Optimization Aggressive-Growth*

POEAX

POEBX

POCEX

POERX

POEDX

Advisor

Pacific Funds^sm Short Duration Income*

PLADX

PLCSX

PLSDX

PLDSX

Pacific Funds^sm Core Income*#

PLIAX

PLNCX

PLIIX

PLIDX

Pacific Funds^sm Strategic Income*

PLSTX

PLCNX

PLSRX

PLSFX

Pacific Funds^sm Floating Rate Income*#

PLFLX

PLBCX

PLFRX

PLFDX

Pacific Funds^sm Limited Duration High Income*

PLLDX

PLLCX

PLLIX

PLLYX

Pacific Funds^sm High Income*#

PLAHX

PLCHX

PLHIX

PLHYX

Pacific Funds^sm Diversified Alternatives*

PLALX

PLCLX

N/A

PLDLX

Advisor

Investor

Pacific Funds^sm Large-Cap*#

PFLAX

PFCCX

PFCDX

PFCRX

PFKIX

Pacific Funds^sm Large-Cap Value*#

PFAAX

PFVCX

PFVDX

PFVRX

PFVIX

Pacific Funds^sm Small/Mid-Cap*#

PFDAX

PFPCX

PFMDX

PFIRX

PFOIX

Pacific Funds^smSmall-Cap*#

PFKAX

PFACX

PFQDX

PFBRX

PFJIX

Pacific Funds^smSmall-Cap Value*#

PFEAX

PFHCX

PFFDX

PFQRX

PFEIX

Pacific Funds^smSmall-Cap Growth*#

PFMAX

PFMCX

PFWDX

PFWRX

PFYIX

Offers Class P Shares Only

PF Floating Rate Loan Fund*

PF Large-Cap Value Fund*

PF International Large-Cap Fund*

PF Inflation Managed Fund*

PF Main Street^{^®} Core Fund*

PF International Small-Cap Fund*

PF Managed Bond Fund*

PF Mid-Cap Equity Fund*

PF International Value Fund*

PF Short Duration Bond Fund*

PF Mid-Cap Growth Fund*

PF Real Estate Fund**

PF Emerging Markets Debt Fund*

PF Mid-Cap Value Fund*

PF Absolute Return Fund**

PF Comstock Fund*

PF Small-Cap Growth Fund*

PF Currency Strategies Fund**

PF Growth Fund*

PF Small-Cap Value Fund*

PF Equity Long/Short Fund*

PF Large-Cap Growth Fund*

PF Emerging Markets Fund*

PF Global Absolute Return Fund**

* Classified as diversified

** Classified as non-diversified

# Also offers Class P shares

^ Formerly named Institutional Class

The Trust’s investment adviser is Pacific Life Fund Advisors LLC (“PLFA” or “Adviser”), a wholly-owned subsidiary of Pacific Life Insurance Company (“Pacific Life”). This Statement of Additional Information (“SAI”) has been filed with the U.S. Securities and Exchange Commission (“SEC”) as part of the Trust’s Registration Statement and is intended to supplement the information provided in the Trust’s prospectuses and summary prospectuses dated August 1, 2016 and any supplements thereto (“Prospectus” or “Prospectuses”). Investors should note, however, that this SAI is not itself a prospectus and should be read carefully in conjunction with the Prospectuses and retained for future reference. The audited financial statements and financial highlights of each of the Funds as set forth in the Trust’s Annual Report to shareholders for the fiscal year ended March 31, 2016, including the notes thereto, are incorporated into this SAI by reference. The entire content of this SAI is incorporated by reference into the Prospectuses. A copy of the Trust’s Annual Report dated March 31, 2016 and/or the Prospectuses may be obtained free of charge from an authorized dealer or from the Trust at the Internet website address or telephone number listed below.


	Distributor: Pacific Select Distributors, LLC	Fund information: Pacific Funds
	700 Newport Center Drive	P.O. Box 9768


	P.O. Box 9000	Providence, RI 02940-9768
	Newport Beach, CA 92660	1-800-722-2333 (select Option 2)

Website: www.PacificLife.com/PacificFunds.html

TABLE OF CONTENTS


INTRODUCTION	1
ADDITIONAL INVESTMENT STRATEGIES OF THE FUNDS	1
Pacific Funds Short Duration Income	1
Pacific Funds Core Income	1
Pacific Funds Strategic Income	2
Pacific Funds Floating Rate Income	2
Pacific Funds Limited Duration High Income	2
Pacific Funds High Income	2
Pacific Funds Large-Cap	3
Pacific Funds Large-Cap Value	3
Pacific Funds Small/Mid-Cap	3
Pacific Funds Small-Cap	3
Pacific Funds Small-Cap Value	3
Pacific Funds Small-Cap Growth	3
PF Floating Rate Loan Fund	3
PF Inflation Managed Fund	3
PF Managed Bond Fund	4
PF Short Duration Bond Fund	4
PF Emerging Markets Debt Fund	4
PF Comstock Fund	4
PF Growth Fund	5
PF Large-Cap Growth Fund	5
PF Large-Cap Value Fund	5
PF Main Street Core Fund	5
PF Mid-Cap Equity Fund	6
PF Mid-Cap Growth Fund	6
PF Mid-Cap Value Fund	6
PF Small-Cap Growth Fund	6
PF Small-Cap Value Fund	7
PF Emerging Markets Fund	7
PF International Large-Cap Fund	7
PF International Small-Cap Fund	7
PF International Value Fund	7
PF Real Estate Fund	8
PF Absolute Return Fund	8
PF Currency Strategies Fund	8
PF Equity Long/Short Fund	9
PF Global Absolute Return Fund	9
Portfolio Optimization Funds	9
Pacific Funds Diversified Alternatives	9
Diversification Versus Non-Diversification	9
DESCRIPTION OF CERTAIN SECURITIES, INVESTMENTS AND RISKS	9
Equity Securities	10
Real Estate Investment Trusts (“REITs”)	10
Initial Public Offering (“IPO”) and Secondary Offering	11
U.S. Government Securities	11
Inflation-Indexed Bonds	11
Mortgages and Mortgage-Related Securities	12
Mortgages (Directly Held)	12
Mortgage Pass-Through Securities	13
GNMA Certificates	13
FNMA and FHLMC Mortgage-Backed Obligations	13
Collateralized Mortgage Obligations (“CMOs”)	14
FHLMC Collateralized Mortgage Obligations	14


Commercial Mortgage-Backed Securities (“CMBS”)	15
Adjustable Rate Mortgage-Backed Securities (“ARMBSs”)	15
Other Mortgage-Related Securities	15
CMO Residuals	15
Planned Amortization Class Certificates (“PACs”) and Support Bonds	16
Stripped Mortgage-Backed Securities (“SMBS”)	16
Mortgage Dollar Rolls	16
Other Asset-Backed Securities	16
Collateralized Bond Obligations (“CBOs”), Collateralized Loan Obligations (“CLOs”) and other Collateralized Debt Obligations (“CDOs”)	17
Linked Securities	17
Equity-Linked, Debt-Linked and Index-Linked Securities	17
Currency-Indexed Securities	17
Event-Linked Bonds	18
Zero Coupon, Deferred Interest, Step Coupon and Payment-In-Kind (“PIK”) Bonds	18
High Yield/High Risk Bonds	18
Obligations of Stressed, Distressed and Bankrupt Issuers	19
Participation on Creditors Committees	20
Bank Obligations	20
Exchange Traded Notes (“ETNs”)	21
Trust Preferred Securities	21
Delayed Funding Loans and Revolving Credit Facilities	21
Loan Participations and Assignments	22
Junior Loans	24
Municipal Securities	24
Corporate Debt Securities	25
Tender Option Bonds	25
Variable and Floating Rate Securities	25
Custodial Receipts and Trust Certificates	25
Commercial Paper	26
Convertible Securities	26
Contingent Convertible Securities (“CoCos”)	27
Duration	28
Repurchase Agreements	29
Borrowing	29
Reverse Repurchase Agreements and Other Borrowings	29
Firm (or Forward) Commitment Agreements and When-Issued or Delayed Delivery Securities	30
Short Sales	30
Short Sales Against the Box	31
Illiquid and Restricted Securities (including Private Placements)	31
Private Investment in Public Equity (“PIPE”)	31
Small-Capitalization Stocks	31
Foreign Securities	32
Emerging Markets	33
Supranational Entities	33
Eurozone Risk	33
Passive Foreign Investment Companies (“PFIC”)	34
Investments in Other Investment Company Securities	34
ETFs	34
Business Development Company (“BDC”)	34
Derivatives	35
Foreign Currency Transactions and Forward Foreign Currency Contracts	36
Transaction Hedge	36
Position Hedge	36
Cross Hedge	36


Proxy Hedge	36
Non-Hedged Exposure	36
Options	37
Purchasing and Writing Options on Securities	37
Call Options	38
Put Options	38
Purchasing and Writing Options on Stock Indices	38
Risks of Options Transactions	39
Spread Transactions	39
Yield Curve Options	40
Options on Foreign Currencies	40
Futures Contracts and Options on Futures Contracts	41
Futures on Securities	42
Interest Rate Futures	42
Stock Index Futures	42
Currency Futures	42
Futures Options	42
Options on Currency Futures	43
Risks Associated with Futures and Futures Options	43
Foreign Currency Futures and Options Thereon	44
Swap Agreements and Options on Swap Agreements	44
Risks of Swap Agreements	46
Structured Investments and Hybrid Instruments	46
Credit-Linked Securities	46
Commodity-Linked Notes	47
Structured Notes and Indexed Securities	47
Master Limited Partnerships (“MLPs”)	47
Warrants and Rights	47
Voluntary Actions	48
Roll Transactions	48
Cybersecurity Risk	48
INVESTMENT RESTRICTIONS	48
Fundamental Investment Restrictions	48
Non-Fundamental Investment Restrictions	51
ORGANIZATION AND MANAGEMENT OF THE TRUST	51
Management Information	51
Interested Persons	52
Independent Trustees	53
Board of Trustees	54
The Role of the Board	54
Board Structure, Leadership	54
Board Oversight of Risk Management	55
Information about Each Trustee’s Qualification, Experience, Attributes or Skills	55
Committees	56
Deferred Compensation Agreement	56
Management Ownership	56
Beneficial Ownership of Trustees	56
Compensation	57
Investment Adviser	58
Investment Advisory Fee Schedules	58
Investment Advisory Fees Paid or Owed	59
Reimbursements	62
Other Expenses of the Trust	63
INFORMATION ABOUT THE MANAGERS	63
Management Firms	63

iii


Compensation Structures and Methods	66
Other Accounts Managed	81
Material Conflicts of Interest	88
Beneficial Interest of Portfolio Managers	102
FUND TRANSACTIONS AND BROKERAGE	102
Investment Decisions	102
Brokerage and Research Services	103
Portfolio Turnover	106
Disclosure of Portfolio Holdings	106
NET ASSET VALUE (“NAV”)	108
DISTRIBUTION OF TRUST SHARES	108
Distributor and Multi-Class Plan	108
Initial Sales Charges and Contingent Deferred Sales Charges	109
Distribution and/or Servicing Plans for Class A, B, C, R and, Investor Class Shares	112
Distribution and Servicing Arrangements	116
Purchases, Redemptions and Exchanges	117
PERFORMANCE INFORMATION	119
TAXATION	120
Distributions	121
Sales of Shares	122
Backup Withholding	122
Options, Futures and Forward Contracts, and Swap Agreements	122
Short Sales	123
Debt Obligations at Risk of Default	123
Passive Foreign Investment Companies	123
Foreign Currency Transactions	124
Foreign Taxation	124
Original Issue Discount and Market Discount	124
Real Estate Investment Trusts (“REITs”)	125
Constructive Sales	125
Non-U.S. Shareholders	125
Other Taxation	126
OTHER INFORMATION	126
Individual Retirement Accounts	126
Administrative Services	127
Transfer Agency and Custody Services	129
Capitalization	130
Shareholder and Trustee Liability	130
Control Persons and Principal Holders of Securities	130
Voting Rights	140
Financial Statements	141
Independent Registered Public Accounting Firm	141
Counsel	141
Code of Ethics	141
Proxy Voting Policies and Procedures	141
How shares will be voted by the Portfolio Optimization Funds and Pacific Funds Diversified Alternatives	142
Registration Statement	142


APPENDICES

Description of Fixed Income/Debt Instrument Ratings	Appendix A

Proxy Voting Policies and Procedures for each of the following Managers:

Pacific Asset Management	Appendix B
AB	Appendix C
AQR	Appendix D


Ashmore	Appendix E
BlackRock	Appendix F
BlueBay	Appendix G
Boston Partners	Appendix H
ClearBridge	Appendix I
Eaton Vance	Appendix J
Invesco	Appendix K
Ivy	Appendix L
JPMorgan	Appendix M
Lord Abbett	Appendix N
MCG	Appendix O
MFS	Appendix P
MSIM	Appendix Q
Oppenheimer	Appendix R
PIMCO	Appendix S
QS Investors	Appendix T
Rothschild	Appendix U
Scout	Appendix V
T. Rowe Price	Appendix W
UBS AM	Appendix X
Western Asset	Appendix Y

INTRODUCTION

This SAI is designed to elaborate upon information contained in the Prospectuses and provides additional information about the Funds and the Trust. The more detailed information contained herein is intended for investors who have read the Prospectuses and are interested in additional information about the Funds and the Trust.

ADDITIONAL INVESTMENT STRATEGIES OF THE FUNDS

The investment goal and principal investment strategies of each Fund are described in the Prospectuses. The following descriptions and the information in the “Investment Restrictions” section provide more detailed information on additional investment policies and investment strategies for each Fund, and are intended to supplement the information provided in the Prospectuses. The Adviser may, in consultation with the relevant sub-adviser/management firm (“Manager”), revise investment policies, strategies and restrictions for a Fund other than fundamental policies of a Fund. Any percentage limitations noted, unless otherwise specified, are based on market value at the time of investment. If net assets are not specified, then percentage limits refer to total assets. Net assets are assets in each Fund, minus any liabilities. Total assets are equal to the fair value of securities owned, cash, receivables, and other assets before deducting liabilities. The Adviser and each Manager may rely on existing or future laws, rules, exemptive orders, and no-action or interpretive positions adopted by the SEC staff (or Commodity Futures Trading Commission (“CFTC”) or other regulatory or self-regulatory agency) in determining whether their actions are in compliance with applicable laws and rules.

The Portfolio Optimization Funds and Pacific Funds Diversified Alternatives normally invest all of their assets in Class P shares of other Funds, as described in the Prospectuses. These Funds that offer Class P shares may be referred to herein as the “Underlying Funds.”

In reorganization transactions that occurred on January 11, 2016, Pacific Funds Large-Cap, Pacific Funds Large-Cap Value, Pacific Funds Small/Mid-Cap, Pacific Funds Small-Cap, Pacific Funds Small-Cap Value and Pacific Funds Small-Cap Growth assumed the performance, financial and other historical information of the Rothschild U.S. Large-Cap Core Fund, Rothschild U.S. Large-Cap Value Fund, Rothschild U.S. Small/Mid-Cap Core Fund, Rothschild U.S. Small-Cap Core Fund, Rothschild U.S. Small-Cap Value Fund and Rothschild U.S. Small-Cap Growth Fund, respectively, each a series of Professionally Managed Portfolios (each a “Predecessor Fund,” together the “Predecessor Funds”). Accordingly, information provided in this SAI for Pacific Funds Large-Cap, Pacific Funds Large-Cap Value, Pacific Funds Small/Mid-Cap, Pacific Funds Small-Cap, Pacific Funds Small-Cap Value and Pacific Funds Small-Cap Growth that relates to periods prior to the reorganization transaction that occurred on January 11, 2016, is that of the Predecessor Funds.

Unless otherwise noted, a Fund may invest in other types of securities and investments and/or the Adviser or Manager may use other investment strategies in managing the Funds, which include those securities, investments and investment techniques not specifically noted or prohibited in the Prospectuses or this SAI that the Adviser or Manager reasonably believes are compatible with the investment goals and policies of that Fund.

Unless otherwise noted, a Fund may lend up to 33⅓% of its assets to broker-dealers and other financial institutions to earn income, may borrow money for administrative or emergency purposes, may invest in restricted securities, and may invest up to 15% of its net assets in illiquid securities.

A Fund may invest up to 25% of its assets in privately issued mortgage-related securities (i.e., mortgage-related securities which are issued by parties other than the U.S. government or its agencies or instrumentalities). A Fund may invest up to 25% of its assets in other privately issued asset-backed securities (excluding privately issued mortgage-related securities, which are included in the limitation on privately issued mortgage-related securities).

Each Manager may, in addition to other permissible investments, invest in money market funds, including those it manages, as a means of return on cash, as permitted by the Investment Company Act of 1940 (“1940 Act”) and rules promulgated thereunder.

Pacific Funds Short Duration Income

In addition to the principal investment strategies described in the Prospectus, the Fund may also invest non-principally in: collateralized mortgage obligations (“CMOs”); convertible securities; preferred stocks; trust preferreds; credit default swaps; debt instruments of developed foreign markets denominated in a local currency; emerging market debt instruments denominated in U.S. dollars; commercial paper; money market instruments; and municipal securities. The Fund may also invest up to 5% of its assets in common stocks.

Pacific Funds Core Income

In addition to the principal investment strategies described in the Prospectus, the Fund may also invest non-principally in: CMOs; commercial mortgage backed securities (“CMBS”); convertible securities; preferred stocks; trust preferreds; credit default swaps; debt instruments of developed markets denominated in a local currency; emerging market debt instruments denominated in

U.S. dollars; commercial paper; money market instruments; and municipal securities. The Fund may also invest up to 5% of its assets in common stocks.

Pacific Funds Strategic Income

In addition to the principal investment strategies described in the Prospectus, the Fund may also invest non-principally in: CMOs; preferred stocks; trust preferreds; credit default swaps; debt instruments of developed foreign markets denominated in a local currency; emerging market debt instruments denominated in U.S. dollars; commercial paper; money market instruments; and municipal securities.

Pacific Funds Floating Rate Income

For more information on the Fund’s principal investments in floating rate loans and other holdings that are rated non-investment grade (high yield/high risk debt instruments, sometimes called “junk bonds”), or if unrated, are of comparable quality as determined by the Manager, see the “Description of Fixed Income/Debt Instrument Ratings” in Appendix A and the discussions under “High Yield/High Risk Bonds” and “Loan Participations and Assignments.”

In addition to the principal investment strategies described in the Prospectus, the Fund may invest non-principally in: investment grade debt securities; warrants and equity securities in connection with the Fund’s investments in senior loans or other debt instruments; senior loans, of which the interest rates are fixed and do not float or vary periodically based upon a benchmark indicator, a specified adjustment schedule or prevailing interest rate; senior subordinated bridge loans, senior secured bonds, senior unsecured bonds and unsecured or subordinated bonds, all of varying qualities and maturities, and all of which may be fixed or floating rate; other floating rate debt instruments, such as notes and asset-backed securities (including special purpose trusts investing in bank loans); loans or other debt instruments that pay-in-kind (“PIK”), which are loans or other debt instruments that pay interest through the issuance of additional securities; credit default swaps; and other investment companies, including exchange-traded funds (“ETFs”) and closed-end funds which invest in floating rate instruments. The Fund will indirectly bear its proportionate share of any management fees and other expenses paid by investment companies in which it invests in addition to the advisory fee paid by the Fund.

Pacific Funds Limited Duration High Income

As a component of the Fund’s principal investment strategies described in the Prospectus, the Fund invests in debt securities rated Ba or lower by Moody’s Investor Service, Inc. (“Moody’s”), or BB or lower by Standard & Poor’s Rating Services (“S&P”), or if unrated, are of comparable quality as determined by the Manager, including corporate debt securities, variable and floating rate securities, senior loans, bank obligations and assignments. For more information on such securities, see the “High Yield/High Risk Bonds” section, as well as Appendix A for more information on debt ratings. The Fund may also invest non-principally in: commercial paper; money market instruments; CMOs; convertible securities; preferred stocks; trust preferreds; credit default swaps; municipal securities; forward commitment agreements; when-issued securities; American Depositary Receipts (“ADRs”); rights; repurchase agreements; reverse repurchase agreements; debt securities of foreign issuers denominated in foreign currencies, foreign government and international agencies, including emerging market countries and foreign branches of U.S. banks. The Fund may also invest up to 10% of its assets in common stocks (including warrants and including up to 5% in non-dividend paying common stocks).

In seeking higher income, managing the Fund’s duration, or a reduction in principal volatility, the Fund may purchase and sell put and call options on securities, purchase or sell interest rate futures contracts and options thereon, enter into interest rate, interest rate index, and currency exchange rate swap agreements, and invest up to 5% of its assets in spread transactions. The Fund will only enter into futures contracts and futures options which are standardized and traded on a U.S. exchange, board of trade, or similar entity.

Pacific Funds High Income

As a component of the Fund’s principal investment strategies described in the Prospectus, the Fund invests primarily in debt securities rated Ba or lower by Moody’s, or BB or lower by S&P, or if unrated, are of comparable quality as determined by the Manager, including corporate debt securities, variable and floating rate securities, senior loans, bank obligations and assignments. For more information on such securities, see the “High Yield/High Risk Bonds” section, as well as Appendix A for more information on debt ratings. The Fund may also invest non-principally in: U.S. government securities (including securities of U.S. agencies and instrumentalities); commercial paper; mortgage-related securities; asset-backed securities; credit default swaps; forward commitment agreements; when-issued securities; ADRs; rights; repurchase agreements; reverse repurchase agreements; debt securities of foreign issuers denominated in foreign currencies, foreign government and international agencies, including emerging market countries and foreign branches of U.S. banks. The Fund may also invest up to 10% of its assets in common stocks (including warrants and including up to 5% in non-dividend paying common stocks).

In seeking higher income, managing the Fund’s duration, or a reduction in principal volatility, the Fund may purchase and sell put and call options on securities; purchase or sell interest rate futures contracts and options thereon, enter into interest rate, interest rate index, and currency exchange rate swap agreements, and invest up to 5% of its assets in spread transactions. The Fund will only

enter into futures contracts and futures options which are standardized and traded on a U.S. exchange, board of trade, or similar entity.

Pacific Funds Large-Cap

In addition to the principal investment strategies described in the Prospectus, the Fund may invest non-principally in: preferred stock; and securities issued by other investment companies, including ETFs.

Pacific Funds Large-Cap Value

Pacific Funds Small/Mid-Cap

Pacific Funds Small-Cap

Pacific Funds Small-Cap Value

Pacific Funds Small-Cap Growth

PF Floating Rate Loan Fund

The Fund principally invests all or substantially all of its assets in senior loans and other debt instruments that are rated non-investment grade (high yield/high risk debt instruments, sometimes called “junk bonds”), or if unrated, are of comparable quality as determined by the sub-adviser. For more information on these investments, see the “High Yield/High Risk Bonds” and “Loan Participations and Assignments” sections, as well as Appendix A for information on debt ratings.

The Fund may also invest non-principally in credit default swaps which are used to manage default risk of an issuer and/or gain exposure to a portion of the debt market, loan credit index, or an individual issuer. The Fund may invest up to 5% of its assets in futures contracts and options thereon, interest rate swaps, foreign exchange contracts, and other currency hedging strategies to hedge against fluctuations in currency exchange rates and interest rates. The Fund may also make a commitment to participate in a bridge loan facility, obligating itself to participate in the facility if it funds. In return for this commitment, the Fund may receive a fee. The sub-adviser intends to limit any such commitments to less than 5% of the Fund’s assets. The Fund may also enter into repurchase agreements with respect to its permitted investments. The Fund may also (1) invest up to 10% of its assets in warrants, including those with upfront fees received in connection with purchasing a loan and (2) receive and hold warrants, equities and other debt securities in connection with a loan restructuring. The Fund may also invest in closed-end investment companies which invest in floating rate instruments. The Fund may also invest up to 5% of its assets in each of the following: short sales and short sales against the box.

PF Inflation Managed Fund

The Fund may invest up to 10% of its assets in debt securities rated lower than Baa (although it may not invest in securities rated lower than B) by Moody’s or equivalently rated by S&P or Fitch, Inc. (“Fitch”), or if unrated, are of comparable quality as determined by the sub-adviser. The Fund, except as provided above, may invest only in securities rated Baa or better by Moody’s or equivalently rated by S&P or Fitch, or if unrated, are of comparable quality as determined by the sub-adviser. The dollar-weighted average quality of all debt securities held by the Fund will be A or higher. In the event that a security owned by the Fund is downgraded to below a B rating, the Fund may nonetheless retain the security. For more information on such securities, see the “High Yield/High Risk Bonds” section, as well as Appendix A for more information on debt ratings.

Pacific Investment Management Company LLC (“PIMCO”) managed portion: In addition to the principal investment strategies described in the Prospectus, this portion of the Fund may invest non-principally in: contingent convertible securities; bank obligations; when-issued securities; and repurchase and reverse repurchase agreements. This portion of the Fund may invest up to 5% of its net assets in event-linked bonds, and invest up to 5% of its assets in municipal securities. This portion of the Fund may engage in short sales and short sales against the box as part of its overall portfolio management strategies to offset a potential decline in the value of a security. In addition, this portion of the Fund may invest up to 10% of its assets in preferred stock.

Western Asset Management Company (“Western Asset”) managed portion: In addition to the principal investment strategies described in the Prospectus, this portion of the Fund may invest non-principally in: structured notes; variable and floating rate debt securities; bank obligations; when-issued securities; government futures; and money market futures (such as Eurodollar futures). This portion of the Fund may also engage in short sales and short sales against the box. This portion of the Fund may purchase and sell spread transactions with securities dealers; purchase and sell interest rate futures contracts and options thereon; and enter into currency exchange rate swap agreements and purchase and write credit default swaps (on individual securities and/or a basket of securities), and purchase and sell options thereon. This portion of the Fund may trade futures contracts and options on futures contracts not only on U.S. domestic markets, but also on exchanges located outside of the U.S. This portion of the Fund may also engage in options on foreign currency futures in anticipation of or to protect itself against fluctuations in currency exchange rates with respect to investments in securities of foreign issuers.

PF Managed Bond Fund

PIMCO managed portion: In addition to the principal investment strategies described in the Prospectus, this portion of the Fund may invest non-principally in: contingent convertible securities; bank obligations; and repurchase and reverse repurchase agreements. This portion of the Fund may invest up to 5% of its net assets in event-linked bonds. This portion of the Fund may also invest up to 5% of its assets in municipal securities. This portion of the Fund may also engage in short sales and short sales against the box, as part of its overall portfolio management strategies to offset a potential decline in the value of a security. In addition, this portion of the Fund may invest up to 10% of its total assets in equity related securities and preferred stock. Equity-related securities share characteristics of both debt and equity, such as convertible securities.

Western Asset managed portion: In addition to the principal investment strategies described in the Prospectus, this portion of the Fund may invest non-principally in: U.S. Treasury Inflation Protected Securities (“TIPS”); ADRs; European Depositary Receipts (“EDRs”); Global Depositary Receipts (“GDRs”); total return swaps; equity securities; preferred stocks; collateralized bond obligations (“CBOs”); collateralized debt obligations (“CDOs”); collateralized loan obligations (“CLOs”); and securities issued by other investment companies.

PF Short Duration Bond Fund

In addition to the principal investment strategies described in the Prospectus, the Fund may invest non-principally in: real estate mortgage investment conduits (“REMICs”); zero coupon bonds; payment-in-kind bonds (“PIKs”); variable and floating rate securities; Yankee bonds; Eurobonds; and preferred stock. The Fund may also engage in short sales against the box and invest up to 5% of its assets in each of the following: credit default swaps; foreign denominated securities and municipal securities. The Fund may invest up to 5% of its assets in debt securities rated Ba or lower by Moody’s or BB or lower by S&P, or if unrated, are of comparable quality as determined by the sub-adviser. For more information on such securities, see the “High Yield/High Risk Bonds” section, as well as Appendix A for more information on debt ratings. The Fund may purchase and write (covered) put and call options on any security in which it may invest, on any securities index consisting of securities in which it may invest, on yield curves and on futures contracts, foreign currencies, and swap agreements.

The Fund may also engage in foreign currency transactions and forward currency contracts; options on foreign currencies; and foreign currency futures and options thereon, to hedge against fluctuations in currency exchange rates with respect to investments in securities of foreign issuers. The Fund may also use foreign currency options and forward contracts to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another.

PF Emerging Markets Debt Fund

In addition to the principal investment strategies described in the Prospectus, the Fund may invest non-principally in: bank capital securities and obligations; commercial paper; convertible securities; credit-linked trust certificates; delayed funding loans and revolving credit facilities; distressed securities; equity securities, including securities of other investment companies, such as ETFs and other pooled investment vehicles; floating rate bank loans and debt instruments; hybrid instruments; illiquid securities; inflation-indexed bonds; preferred stock; U.S. government securities; warrants; when-issued and delayed delivery transactions; zero-coupon bonds; and step-ups and PIK securities. The Fund may also invest non-principally in derivatives such as option contracts, participation notes, options on futures contracts (including on foreign currency), short sales and credit spread trades. These derivatives may be used to attempt to mitigate various risks, hedge existing positions, adjust certain characteristics of the Fund and gain exposure to the particular underlying reference asset as a substitute for direct investment in the reference asset. The Fund may also use foreign currency options to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. The Fund may also invest up to 5% of its assets in short sales against the box.

PF Comstock Fund

In addition to the principal investment strategies described in the Prospectus, the Fund may invest non-principally in: small-capitalization companies; commercial paper; certificates of deposit; repurchase agreements; or other short-term debt obligations. The Fund may also enter into futures contracts to provide equity exposure. The Fund may also invest up to 10% of its assets in high quality short-term debt securities and investment grade corporate debt securities to provide liquidity. The Fund may also invest up to 5% of its assets in warrants.

PF Growth Fund

In addition to the principal investment strategies described in the Prospectus, the Fund may invest non-principally in: warrants, however, not more than 10% of the market value of its assets may be invested in warrants other than warrants acquired in units or attached to other securities; preferred stocks; certificates of deposit; mortgage-related and asset-backed securities; commercial paper; U.S. government securities; rights; bank obligations (including certain foreign bank obligations); U.S. dollar-denominated obligations of foreign governments, foreign government agencies and international agencies; convertible securities; variable and floating rate securities; forward commitment agreements; when-issued securities; repurchase agreements; and reverse repurchase agreements. The Fund may also invest in small-capitalization stocks; U.S. dollar-denominated corporate debt securities of domestic issuers and debt securities of foreign issuers denominated in foreign currencies rated Baa or better by Moody’s or BBB or better by S&P, or if unrated, are of comparable quality as determined by the sub-adviser. The Fund may also invest up to 10% of its assets in bonds rated lower than Baa by Moody’s or BBB by S&P, or if unrated, are of comparable quality as determined by the sub-adviser. For more information on such securities, see the “High Yield/High Risk Bonds” section, as well as Appendix A for more information on debt ratings. The Fund may purchase securities on margin and may engage in the purchase and writing of put and call options on securities, stock indices, and foreign currencies. In addition, the Fund may purchase and sell interest rate, stock index, and foreign currency futures contracts and options thereon. The Fund may trade futures contracts and options on futures contracts not only on U.S. domestic markets, but also on exchanges located outside of the U.S. The Fund may also engage in forward foreign currency contracts and foreign currency transactions. The Fund may also purchase ADRs, EDRs, GDRs, and other types of receipts evidencing ownership of the underlying foreign securities.

PF Large-Cap Growth Fund

In addition to the principal investment strategies described in the Prospectus, the Fund may invest non-principally in: U.S. government securities, its agencies and instrumentalities; bank and corporate debt securities, which may be denominated in any currency; repurchase agreements; reverse repurchase agreements; private placements; securities issued by other investment companies, including ETFs; convertible securities; warrants; rights; depositary receipts, including ADRs, EDRs, GDRs and other types of receipts evidencing ownership of the underlying foreign securities; exchange-traded index securities; short sales against the box; loan participations; when-issued securities; mortgage-backed securities; and asset-backed securities. The Fund may invest up to 5% of its assets in each of the following: forward currency contracts to hedge against fluctuations in currency exchange rates with respect to investments in securities of foreign issuers; limited partnerships that are publicly traded on a securities exchange; preferred stock; IPOs; restricted securities and other unregistered securities. The Fund may also enter into futures contracts to provide equity exposure.

PF Large-Cap Value Fund

In addition to the principal investment strategies described in the Prospectus, the Fund may invest non-principally in: short-term debt securities, such as repurchase agreements, commercial paper, U.S. government securities, including securities of agencies or instrumentalities of the U.S. government, bank obligations, and cash or cash equivalents, to meet operating expenses, to serve as collateral in connection with certain investment techniques, or to meet anticipated redemption requests. The Fund is also permitted to invest in: mortgage-related securities; small-capitalization stocks; unseasoned issuers; variable and floating rate securities; forward commitment agreements; when-issued securities; illiquid securities; debt securities and securities that can be converted into equity securities. The Fund may also invest in high yield/high risk convertible securities, and may, from time to time, invest up to 5% of its net assets in high yield/high risk non-convertible debt securities. The Fund may invest up to 5% of its assets (no limit on below investment grade convertible securities) in debt securities rated lower than Baa by Moody’s or BBB by S&P, or if unrated, are of comparable quality as determined by the sub-adviser. For more information on such securities, see the “High Yield/High Risk Bonds” section, as well as Appendix A for more information on debt ratings. The Fund may also engage in short sales against the box. The Fund may also enter into futures contracts to provide equity exposure.

PF Main Street Core Fund

In addition to the principal investment strategies described in the Prospectus, the Fund may invest non-principally in: common stocks of small companies and in companies located outside the U.S. including emerging market countries and in ADRs; convertible bonds; repurchase agreements; equity-linked and index-linked securities; rights; forward commitment agreements; when-issued securities; and other debt securities including, but not limited to high yield/high risk debt securities rated lower than Baa by Moody’s or BBB by S&P, or if unrated, are of comparable quality as determined by the sub-adviser. For more information on such securities, see the “High Yield/High Risk Bonds” section, as well as Appendix A for more information on debt ratings. The Fund may invest in warrants; however, not more than 10% of the market value of its assets may be invested in warrants other than warrants acquired in units or attached to other securities. The Fund is also permitted to invest in U.S. dollar-denominated corporate debt securities of domestic issuers and debt securities of foreign issuers denominated in foreign currencies. The Fund may also enter into futures contracts to provide equity exposure. The Fund may invest up to 5% in securities issued by other investment companies, including ETFs. The Fund may also invest up to 5% in Master Limited Partnerships.

To invest temporary cash balances, to maintain liquidity to meet redemptions or expenses, or for temporary defensive purposes, the Fund may invest in: money market instruments, including U.S. government securities, short-term bank obligations rated in the

highest two rating categories by Moody’s or S&P, or if unrated, are of comparable quality as determined by the sub-adviser; certificates of deposit; time deposits; loans or credit agreements; bankers’ acceptances; short-term debt obligations of savings and loan institutions; and commercial paper and corporate obligations, including variable and floating rate securities that are issued by U.S. and foreign issuers and that are rated in the highest two rating categories by Moody’s or S&P, or if unrated, are of comparable quality as determined by the sub-adviser.

PF Mid-Cap Equity Fund

In addition to the principal investment strategies described in the Prospectus, the Fund may invest non-principally in: large-capitalization companies; small-capitalization companies; preferred stocks; securities convertible into or exchangeable for common stocks; repurchase agreements; reverse repurchase agreements; forward commitment agreements; when-issued securities; and up to 5% of its assets in rights. The Fund may also invest in warrants; however, not more than 10% of the market value of its assets may be invested in warrants other than warrants acquired in units or attached to other securities. The Fund may also purchase securities on margin and may invest a portion of its assets in investment grade debt securities, including: U.S. government securities; commercial paper; mortgage-related securities; variable and floating rate securities; other short-term bank obligations; and U.S. dollar-denominated corporate debt securities (including U.S. dollar-denominated debt securities of foreign issuers, certain foreign bank and government obligations, foreign government and international agencies). The Fund may invest up to 5% of its assets in each of the following: private placements, short sales and short sales against the box. The Fund may also enter into futures contracts to provide equity exposure.

PF Mid-Cap Growth Fund

In addition to the principal investment strategies described in the Prospectus, the Fund may invest non-principally in: short-term instruments; commercial paper; open-end and closed-end funds; U.S. government securities; variable and floating rate securities; repurchase agreements; securities issued on a when-issued basis; corporate debt securities; zero coupon bonds; deferred interest bonds; and PIK bonds. The Fund will not invest more than 10% of its assets in lower rated debt securities (rated Ba or lower by Moody’s or BB or lower by S&P, or if unrated, are of comparable quality as determined by the sub-adviser). For more information on such securities, see the “High Yield/High Risk Bonds” section, as well as Appendix A for more information on debt ratings. The Fund may also engage in short sales and short sales against the box.

The Fund may also invest up to 10% of its assets collectively in: futures, options, forward contracts and swaps to seek to enhance investment returns, hedge existing positions, provide equity exposure, as a substitute for securities, or to increase or reduce market or credit exposure. The Fund may also invest in ETFs as a means of gaining exposure to a particular segment of the market.

The Fund may invest up to 5% of its assets in each of the following: convertible securities and warrants. The Fund may also invest in, but is not currently anticipated to use: corporate asset-backed securities; indexed securities; structured products; and dollar-denominated foreign debt securities. In addition, the Fund may not invest in Brady Bonds and reverse repurchase agreements.

PF Mid-Cap Value Fund

In addition to the principal investment strategies described in the Prospectus, the Fund may invest non-principally in: when-issued securities; forward commitments; rights; and warrants. The Fund may also invest in U.S. government securities and in securities issued by other investment companies, including ETFs.

PF Small-Cap Growth Fund

In addition to the principal investment strategies described in the Prospectus, the Fund may invest non-principally in: high-quality money market instruments; mortgage-related and asset-backed securities; convertible securities; repurchase agreements and reverse repurchase agreements; U.S. government securities and securities of U.S. government agencies or instrumentalities; U.S. dollar-denominated obligations of foreign governments, foreign government agencies and international agencies; variable and floating rate securities; forward commitment agreements; warrants and rights; when-issued securities; IPOs; and illiquid and restricted securities. The Fund may invest up to 10% of its assets collectively in: (i) EDRs, (ii) GDRs and (iii) securities of foreign (including emerging market) companies that are both traded on a foreign exchange and denominated in a foreign currency. The Fund may also invest up to 10% of its assets collectively in: U.S. dollar-denominated corporate debt securities of domestic issuers (including U.S. dollar-denominated debt securities of foreign issuers) and debt securities of foreign issuers denominated in foreign currencies rated Baa or better by Moody’s or BBB or better by S&P, or if unrated, are of comparable quality as determined by the sub-adviser. For more information on debt ratings, see Appendix A. Bank obligations of foreign banks (including U.S. branches of foreign banks) in which the Fund may invest must, at the time of investment (i) have more than $10 billion, or the equivalent in other currencies, in total assets; (ii) in terms of assets be among the 75 largest foreign banks in the world; (iii) have branches or agencies (limited purpose offices which do not offer all banking services) in the U.S.; and (iv) in the opinion of the sub-adviser, be of an investment quality comparable to obligations of U.S. banks in which the Fund may invest. The Fund may also invest in ETFs, or enter into futures or options contracts to provide equity exposure. The Fund may also engage in short sales against the box.

PF Small-Cap Value Fund

In addition to the principal investment strategies described in the Prospectus, the Fund may invest non-principally in: preferred stock; convertible securities; ETFs; private placements; IPO investments; secondary offerings; U.S. government securities; bank obligations; when issued or delayed delivery securities; warrants; rights; and money market instruments. The Fund may also enter into futures contracts and options on futures contracts on stock indices to provide equity exposure. The Fund may also invest up to 10% of its assets in short-term debt obligations.

PF Emerging Markets Fund

In addition to the principal investment strategies described in the Prospectus, the Fund may invest non-principally in: U.S. government securities; high quality debt securities; money market obligations; and cash to meet cash flow needs or if the U.S. government ever imposes restrictions on foreign investing. Such money market obligations may include short-term corporate or U.S. government obligations and bank certificates of deposit. The Fund may also invest in: non-convertible debt securities denominated in foreign currencies; small-capitalization stocks, including small and unseasoned companies; equity index swap agreements; equity-linked securities; GDRs, EDRs, or other securities convertible into equity securities of U.S. or foreign issuers; variable and floating rate securities; warrants and rights; preferred stock; convertible securities; securities issued in connection with reorganizations and corporate restructurings; domestic securities; corporate debt securities of foreign companies in developed and developing countries; debt securities of foreign governments in developed and developing countries; illiquid and restricted securities; repurchase agreements; reverse repurchase agreements; forward commitment agreements; and when-issued securities. The Fund is also permitted to invest in other investment companies, including Optimized Portfolios as Listed Securities (“OPALS”). The debt securities (including commercial paper, foreign government and international agencies) and money market obligations in which the Fund may also invest may be issued by U.S. and foreign issuers and may be denominated in U.S. dollars or foreign currencies. The Fund may also invest in corporate debt securities rated Baa or lower by Moody’s or BBB or lower by S&P (although it may not invest in securities rated C or lower), or if unrated, are of comparable quality as determined by the sub-adviser. For more information on such securities, see the “High Yield/High Risk Bonds” section, as well as Appendix A for more information on debt ratings. The Fund may also use derivatives (including options, futures contracts and forward foreign currency contracts) to attempt to hedge against the overall level of investment and currency risk associated with its investments. Derivatives are also used to increase returns, to try to hedge against changes in interest rates or market declines, or to otherwise help achieve the Fund’s investment goal. The Fund may invest up to 5% of its assets in direct investments in Russia, which are those investments that are traded on Russian exchanges or held at sub-custodian banks within Russia.

PF International Large-Cap Fund

In addition to the principal investment strategies described in the Prospectus, the Fund may invest non-principally in: preferred stock; convertible securities; warrants and rights; repurchase agreements; other investment companies (open-end and/or closed-end funds); and short-term instruments, including U.S. government securities; commercial paper and bank obligations. The Fund may also enter into futures contracts to provide equity exposure and invest in foreign currency futures, forwards or options, which are purchased or sold to hedge against currency fluctuations, or to otherwise help achieve the Fund’s investment goal.

PF International Small-Cap Fund

In addition to the principal investment strategies described in the Prospectus, the Fund may invest non-principally in: cash and repurchase agreements; short-term instruments, including U.S. government securities and U.S. dollar-denominated debt securities of domestic issuers with maturities of one year or less for liquidity and reserves only; commercial paper; bank obligations; securities convertible into or exchangeable for common stock; depositary receipts such as ADRs; and up to 5% of its assets in emerging markets securities not included in the Fund’s benchmark. The Fund may also invest in securities issued by other investment companies.

PF International Value Fund

In addition to the principal investment strategies described in the Prospectus, the Fund may invest non-principally in: convertible securities; emerging markets issuers; depositary receipts, including GDRs and EDRs; rights and warrants; instruments of supranational entities denominated in foreign currencies; semi-governmental securities; non-convertible debt securities denominated in foreign currencies; purchases or sales on a delayed delivery basis; small-capitalization stocks; variable and floating rate securities; U.S. government securities; bank obligations; currency swaps and currency futures contracts; and repurchase agreements. The Fund’s investments in convertible securities are not subject to the limitations described in the “Bank Obligations” section. The Fund may engage in foreign currency transactions. The Fund may also invest up to 5% of its assets in each of the following: preferred stock, 144A securities, short sales and short sales against the box. The Fund may also enter into futures contracts to provide equity exposure and invest in foreign currency options, which are purchased or sold to hedge against currency fluctuations. The Fund may also invest in U.S. dollar-denominated corporate debt securities of domestic issuers and foreign issuers, and debt securities of foreign issuers denominated in foreign currencies, rated Baa or better by Moody’s or BBB or better by S&P, or if unrated, are of comparable quality as determined by the sub-adviser. In addition, the Fund may invest up to 5% of its assets in debt securities that are rated below investment grade, or if unrated, are of comparable quality as determined by the sub-adviser. For more information on such securities, see the “High Yield/High Risk Bonds” section, as well as Appendix A for more information on debt ratings.

PF Real Estate Fund

The Fund is “non-diversified.”

For purposes of the Fund’s principal investment policies, a company is in the real estate or related industries if: (1) it derives at least 50% of its revenues or profits from the ownership, construction, management, financing or sale of residential, commercial or industrial real estate; or (2) it has at least 50% of the fair market value of its assets invested in residential, commercial, or industrial real estate.

In addition to the principal investment strategies described in the Prospectus, the Fund may invest non-principally in warrants; however, not more than 10% of the market value of its assets (at the time of purchase) may be invested in warrants other than warrants acquired in units or attached to other securities; and up to 10% of its assets in foreign securities (which may include EDRs and GDRs) including: U.S. dollar-denominated corporate debt securities, certain foreign bank obligations, and foreign government and international agencies. The Fund may also invest non-principally in the following: ADRs; bank obligations; U.S. government securities; convertible securities; commercial paper; variable and floating rate securities; forward commitment agreements; when-issued securities; preferred stock; and repurchase agreements. The Fund may also enter into futures contracts to provide equity exposure.

Because of the Fund’s policy of concentrating its investments in securities of issuers of real estate investment trusts (“REITs”) and in industries related to real estate, the Fund is significantly impacted by the performance of the real estate industry. In addition to general market conditions, the value of the Fund will be affected by the strength of the real estate markets, and is also subject to the risks associated with the direct ownership of real estate, including: declines in the value of real estate; risks related to general and local economic conditions; possible lack of availability of mortgage funds; overbuilding; extended vacancies of properties; increased competition; increases in property taxes and operating expenses, including insurance; changes in laws, including zoning law; losses due to costs resulting from the clean-up of environmental problems; liabilities to third parties for damages resulting from environmental problems; casualty or condemnation losses; limitations on rents; changes in neighborhood values and the appeal of properties to tenants; and changes in interest rates.

Real property investments are subject to varying degrees of risk. The yields available from investments in real estate depend on the amount of income and capital appreciation generated by the properties. Income and real estate values may also be adversely affected by such factors as applicable laws (e.g., the Americans with Disabilities Act and tax laws), interest rate levels and the availability of financing. If the properties do not generate sufficient income to meet operating expenses, including, where applicable, debt service, ground lease payments, tenant improvements, third-party leasing commissions and other capital expenditures, the income and ability of the real estate company to make payments of any interest and principal on its debt securities will be adversely affected. In addition, real property may be subject to the quality of credit extended and defaults by borrowers and tenants. The performance of the economy in each of the regions in which the investments owned by the Fund are located affects occupancy, market rental rates and expenses and, consequently, has an impact on the income from such properties and their underlying values. The financial results of major local employers may also have an impact on the cash flow and value of certain properties. In addition, real estate investments are relatively illiquid and, therefore, the ability of REITs and real estate operating companies (“REOCs”) to vary their portfolios promptly in response to changes in economic or other conditions is limited. A REIT or REOC may also have joint venture investments in certain of its properties and, consequently, its ability to control decisions relating to such properties may be limited.

In addition, properties are likely to be adversely affected if a significant tenant ceases operation, voluntarily or otherwise. Certain commercial properties may require their owner to expend significant amounts of capital for general and continuing capital improvements. The value and successful operation of certain commercial properties may be affected by a number of factors such as the location of the property, the ability of management to provide adequate maintenance and insurance, types of services provided by the property, the level of mortgage rates, presence of competing properties, the relocation of tenants to new projects with better amenities and adverse economic conditions in the locale.

PF Absolute Return Fund

The Fund is “non-diversified.”

In addition to the principal investment strategies described in the Prospectus, the Fund may invest non-principally in: securities issued by other investment companies, including ETFs; debt securities of emerging markets issuers; total return swaps; and reverse repurchase agreements. The Fund may also invest in short sales against the box.

PF Currency Strategies Fund

The Fund is “non-diversified.”

In addition to the principal investment strategies described in the Prospectus, the Fund may invest non-principally in: mortgage-related securities; instruments of supranational entities denominated in foreign currency; securities issued by other investment companies, including ETFs; convertible securities; municipal securities; bank obligations; repurchase agreements; and variable and

floating rate debt securities. The Fund may also invest up to 5% of its assets in each of the following: short sales and short sales against the box on equity securities.

PF Equity Long/Short Fund

In addition to the principal investment strategies described in the Prospectus, the Fund may invest non-principally in: preferred stock; bank obligations such as bankers’ acceptances, certificates of deposits, time deposits and demand instruments; commercial paper; repurchase agreements; reverse repurchase agreements; rights and warrants; securities issued on a when-issued or delayed delivery basis; mortgage-related securities; limited partnerships that are publicly traded on a securities exchange; and variable and floating rate instruments. The Fund may also invest in other investment companies including ETFs; exchange traded notes; emerging market securities; small cap securities; ADRs, EDRs and GDRs. The Fund may also invest in OTC securities, short-term funding agreements issued by banks or highly rated U.S. insurance companies, and securities issued in connection with reorganizations and corporate restructurings. From time to time, the Fund may acquire additional security types not referenced above as a result of corporate actions, reorganizations or other similar events.

PF Global Absolute Return Fund

The Fund is “non-diversified.”

In addition to the principal investment strategies described in the Prospectus, the Fund may invest non-principally in: contingent convertible securities; securities issued by other investment companies, including ETFs; equity securities; reverse repurchase agreements; and forward commitments (other than forward commitments described in the Prospectus). The Fund may also invest up to 5% of its assets in short sales against the box.

Portfolio Optimization Funds

Pacific Funds Portfolio Optimization Conservative, Pacific Funds Portfolio Optimization Moderate-Conservative, Pacific Funds Portfolio Optimization Moderate, Pacific Funds Portfolio Optimization Growth and Pacific Funds Portfolio Optimization Aggressive-Growth (together, the “Portfolio Optimization Funds”) will generally limit their investments to Class P shares of other Funds of the Trust, U.S. government securities and short-term debt instruments, although the Portfolio Optimization Funds may invest in money market instruments, unaffiliated investment companies, and other securities for temporary defensive purposes, or otherwise as deemed advisable by the Adviser to the extent permissible under existing or future rules, orders or guidance of the SEC.

Pacific Funds Diversified Alternatives

Pacific Funds Diversified Alternatives will generally limit its investments to Class P shares of other Funds of the Trust, U.S. government securities and short-term debt instruments, although Pacific Funds Diversified Alternatives may invest in money market instruments, unaffiliated investment companies, and other securities for temporary defensive purposes or otherwise as deemed advisable by the Adviser to the extent permissible under existing or future rules, orders or guidance of the SEC.

Diversification Versus Non-Diversification

The cover of this SAI sets out which Funds are classified as “diversified” and which are classified as “non-diversified,” as described further below. Each non-diversified fund reserves the right to become a diversified fund by limiting the investments in which more than 5% of the Fund’s assets are invested. Being classified as non-diversified does not prevent a Manager from managing as though it were diversified.

Diversified. The term “diversified” under the 1940 Act generally means that at least 75% of a Fund’s assets is to be represented by cash and cash items (including receivables), securities issued or guaranteed as to principal or interest by the United States or its agencies or instrumentalities, securities of other investment companies, and other securities and, for purposes of this calculation, it may not invest in other securities if, as a result of such investment (at time of such investment): (a) more than 5% of its assets would be invested in securities of any one issuer, or (b) would hold more than 10% of the outstanding voting securities of any one issuer.

Non-diversified. The term “non-diversified” means that the proportion of a Fund’s assets that may be invested in the securities of a single issuer is not limited by the 1940 Act. However, there are certain Federal tax diversification requirements (for more information, see the “Taxation” section). Because a non-diversified fund may invest in a smaller number of companies than a diversified fund, an investment in a non-diversified fund may, under certain circumstances, present greater risk to an investor than an investment in a diversified fund. This risk includes greater exposure to potential poor earnings or default of fewer issuers than would be the case for a more diversified fund.

DESCRIPTION OF CERTAIN SECURITIES, INVESTMENTS AND RISKS

Below are descriptions of certain securities and investments that the Funds may use, subject to a particular Fund’s investment restrictions and other limitations, and their related risks as well as other risks to which a Fund may be exposed. Unless otherwise stated in the Prospectuses, many investment strategies, including various hedging techniques and techniques which may be used to help add incremental income, are discretionary. That means Managers may elect to engage or not to engage in the various techniques at their sole discretion. Hedging may not be cost-effective, hedging techniques may not be available when sought to be used by a

Manager, or Managers may simply elect not to engage in hedging and have a Fund assume full risk of the investments. Investors should not assume that a Fund will be hedged at all times or that it will be hedged at all; nor should investors assume that any particular discretionary investment technique or strategy will be employed at all times, or ever employed.

The investment strategies described below may be pursued directly by the Underlying Funds. As a general matter, the Portfolio Optimization Funds and Pacific Funds Diversified Alternatives do not invest directly in securities. However, the Portfolio Optimization Funds and Pacific Funds Diversified Alternatives are subject to the risks described below indirectly through their investment in their respective Underlying Funds.

Equity Securities

Common and preferred stocks represent an ownership interest, or the right to acquire an ownership interest, in an issuer.

The value of a company’s stock may fall as a result of factors directly related to that company, such as decisions made by its management or lower demand for the company’s products or services. A stock’s value also may fall because of factors affecting not just the company, but also companies in the same industry or in a number of different industries, such as increases in production costs. The value of a company’s stock also may be affected by changes in financial markets that are less directly related to the company or its industry, such as changes in interest rates or currency exchange rates.

Preferred stock generally has a greater priority to a company’s earnings and assets. A company generally pays dividends only after the company invests in its own business and makes required payments to holders of its bonds and other debt, and dividends on preferred stock are paid before common stock. For this reason, the value of a company’s common stock will usually react more strongly than its bonds and other debt and preferred stock to actual or perceived changes in the company’s financial condition or outlook. Stocks of companies that the portfolio managers believe are fast-growing may trade at a higher multiple of current earnings than other stocks. The value of such stocks may be more sensitive to changes in current or expected earnings than the values of other stocks.

Common and preferred stocks generally provide different voting rights. Common stock typically entitles the owner to vote on matters related to the company while preferred stock does not typically carry voting rights.

Common and preferred stocks have different priority in the event of the bankruptcy and/or insolvency of the company. In the event the issuer declares bankruptcy or is otherwise insolvent, the claims of secured and unsecured creditors and owners of bonds and other debt take precedence over the claims of those who own common and preferred stock. For this reason, the value of common and preferred stock will usually react more strongly than bonds and other debt to actual or perceived changes in the company’s financial condition or outlook. Preferred stock may entitle the owner to receive, in preference to the holders of common stock, a fixed share of the proceeds resulting from a liquidation of the company.

Common and preferred stocks also generally provide different dividend rights. Common stock owners are typically entitled to receive dividends declared and paid on such shares. Preferred stock, unlike common stock, often has a stated dividend rate payable from the company’s earnings. Preferred stock dividends may pay out at fixed or adjustable rates of return, and can be cumulative or non-cumulative, participating or non-participating. Cumulative dividend provisions require all or a portion of prior unpaid dividends to be paid before dividends can be paid to the company’s common stock, while a dividend on non-cumulative preferred stock that has not been paid on the stated dividend period is typically lost forever. Participating preferred stock may be entitled to a dividend exceeding the declared dividend in certain cases, while non-participating preferred stock is limited to the stated dividend. Adjustable rate preferred stock pays a dividend that is adjustable on a periodic basis, generally based on changes in certain interest rates. If interest rates rise, a fixed dividend on preferred stocks may be less attractive, causing the price of such stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as provisions allowing the stock to be called or redeemed, which can limit the benefit of a decline in interest rates. Preferred stock is subject to many of the risks to which common stock are subject, including issuer-specific and market risks, but is also subject to many of the risks to which debt securities are subject, such as interest rate risk. The risks of equity securities are generally magnified in the case of equity investments in distressed companies.

Equity-related securities share certain characteristics of equity securities and may include convertible securities and warrants. These instruments are discussed elsewhere in the Prospectuses and this SAI. Equity-related securities are subject to many of the same risks, although possibly to different degrees.

Real Estate Investment Trusts (“REITs”). A REIT is a type of equity security that pools investors’ funds for investment primarily in income-producing real estate or in loans or interests related to real estate and often trades on exchanges like a stock. A REIT is not taxed on income distributed to its shareholders or unit holders if it complies with a regulatory requirement that it distributes to its shareholders or unit holders at least 90% of its taxable income for each taxable year. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest a majority of their assets directly in real property and derive their income primarily from rents and capital gains from appreciation realized through property sales. Equity REITs are further categorized according to the types of real estate securities they own (e.g., apartment properties, retail shopping centers, office and industrial properties, hotels, health-care facilities, manufactured housing and mixed-property types). Mortgage REITs invest a majority of their assets in real estate mortgages and derive their income primarily from income payments. Hybrid REITs combine the characteristics of both equity and mortgage REITs.

REITs depend generally on their ability to generate cash flow to make distributions to shareholders or unit holders, and may be subject to changes in the value of their underlying properties, defaults by borrowers, and self-liquidations. Some REITs may have limited diversification and may be subject to risks inherent in investments in a limited number of properties, in a narrow geographic area, or in a single property type. Equity REITs may be affected by changes in underlying property values. Mortgage REITs may be affected by the quality of the credit extended. REITs are dependent upon specialized management skills and incur management expenses. In addition, the performance of a REIT may be affected by its failure to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986, as amended (the “Code”), or its failure to maintain an exemption from registration under the 1940 Act. REITs also involve risks such as refinancing, changes in interest rates, changes in property values, general or specific economic risk on the real estate industry, dependency on management skills, and other risks similar to small company investing.

Although a Fund is not allowed to invest in real estate directly, it may acquire real estate as a result of a default on the REIT securities it owns. A Fund, therefore, may be subject to certain risks associated with the direct ownership of real estate including difficulties in valuing and trading real estate, declines in the value of real estate, risks related to general and local economic conditions, adverse changes in the climate for real estate, environmental liability risks, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitation on rents, changes in neighborhood values, the appeal of properties to tenants and increases in interest rates. Also, real estate can be destroyed by human activities, including criminal acts, or other events such as natural disasters.

Initial Public Offering (“IPO”) and Secondary Offering. An IPO is the first sale of stock by a private company to the public. IPOs are often issued by smaller, newer companies seeking capital financing to expand, but can also be done by large privately-owned companies looking to become publicly traded. The volume of IPOs and the levels at which the newly issued stocks trade in the secondary market are affected by the performance of the stock market overall. If IPOs are brought to the market, availability may be limited and a Fund may not be able to buy any shares at the offering price, or if a Fund is able to buy shares, it may not be able to buy as many shares at the offering price as it would like. The values of securities involved in IPOs are subject to greater volatility and unpredictability than more established stocks. For newer companies, there is often little historical data with which to analyze the company, making it more difficult to predict what the stock will do on its initial day of trading and in the near future. Also, most IPOs are done by companies going through transition, and are therefore subject to additional uncertainty regarding their future value. A secondary offering is the issuance of new stock to the public by a company that has already made its IPO. Secondary offerings are usually made by companies seeking to refinance or raise capital for growth.

U.S. Government Securities

All Funds may invest in U.S. government securities. U.S. government securities are obligations of, or guaranteed by, the U.S. government, its agencies, or instrumentalities. Treasury bills, notes, and bonds are direct obligations of the U.S. Treasury and they differ with respect to certain items such as coupons, maturities, and dates of issue. Treasury bills have a maturity of one year or less. Treasury notes have maturities of one to ten years and Treasury bonds generally have a maturity of greater than ten years. Securities guaranteed by the U.S. government include federal agency obligations guaranteed as to principal and interest by the U.S. Treasury (such as Government National Mortgage Association (“GNMA”) certificates (described below) and Federal Housing Administration debentures). With guaranteed securities, the payment of principal and interest is guaranteed by the U.S. government. Direct obligations of and securities guaranteed by the U.S. government are subject to variations in market value due to, among other factors, fluctuations in interest rates and changes to the financial condition or credit rating of the U.S. government.

Securities issued by U.S. government instrumentalities and certain federal agencies are neither direct obligations of, nor guaranteed by, the U.S. Treasury. However, they involve federal sponsorship in one way or another: some are backed by specific types of collateral; some are supported by the issuer’s right to borrow from the U.S. Treasury; some are supported by the discretionary authority of the U.S. Treasury to purchase certain obligations of the issuer; others are supported only by the credit of the issuing government agency or instrumentality. These agencies and instrumentalities include, but are not limited to Federal National Mortgage Association, Federal Home Loan Bank, Federal Land Banks, Farmers Home Administration, Central Bank for Cooperatives, Federal Intermediate Credit Banks, Federal Financing Bank, Farm Credit Banks, and the Tennessee Valley Authority. The maximum potential liability of the issuers of some U.S. government agencies and instrumentalities may greatly exceed their current resources, including their legal right to support from the U.S. Treasury. It is possible that these issuers will not have the funds to meet their payment obligations in the future.

Inflation-Indexed Bonds

Inflation-indexed bonds are debt securities whose principal value is periodically adjusted according to the rate of inflation. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the Consumer Price Index (“CPI”) accruals as part of a semi-annual coupon. Although inflation-indexed bonds may be somewhat less liquid than Treasury Securities, they are generally as liquid as most other government securities.

Inflation-indexed securities issued by the U.S. Treasury (or “TIPs”) have maturities of five, ten or thirty years, although it is possible that securities with other maturities will be issued in the future. The U.S. Treasury securities pay interest on a semi-annual basis, equal to a fixed percentage of the inflation-adjusted principal amount. For example, if a Fund purchased an inflation-indexed

bond with a par value of $1,000 and a 3% real rate of return coupon (payable 1.5% semi-annually), and inflation over the first six months was 1%, the mid-year par value of the bond would be $1,010 and the first semi-annual interest payment would be $15.15 ($1,010 times 1.5%). If inflation during the second half of the year resulted in the whole year’s inflation equaling 3%, the end-of-year par value of the bond would be $1,030 and the second semi-annual interest payment would be $15.45 ($1,030 times 1.5%).

If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds, even during a period of deflation. However, the current market value of the bonds is not guaranteed, and will fluctuate. A Fund may also invest in other inflation related bonds which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed bonds. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed bonds.

While these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.

The periodic adjustment of U.S. inflation-indexed bonds is tied to the Consumer Price Index for Urban Consumers (“CPI-U”), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-indexed bonds issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States. Periodic adjustments for inflation to the principal amount of an inflation-indexed bond may give rise to original issue discount, which will be includable in the Fund’s gross income. Due to original issue discount, a Fund may be required to make annual distributions to shareholders that exceed the cash received, which may cause the Fund to liquidate certain investments when it is not advantageous to do so. Also, if the principal value of an inflation-indexed bond is adjusted downward due to deflation, amounts previously distributed in the taxable year may be characterized in some circumstances as a return of capital.

Mortgages and Mortgage-Related Securities

Mortgage-related securities are interests in pools of residential or commercial mortgage loans, including mortgage loans made by savings and loan institutions, mortgage banks, commercial banks, and others. Pools of mortgage loans are assembled as securities for sale to investors by various governmental, government-related, and private organizations. Subject to its investment strategies, a Fund may invest in mortgage-related securities as well as debt securities which are secured with collateral consisting of mortgage-related securities, and in other types of mortgage-related securities. For information concerning the characterization of mortgage-related securities (including collateralized mortgage obligations) for various purposes including the Trust’s policies concerning diversification and concentration, see the “Diversification versus Non-Diversification” and “Fundamental Investment Restrictions” sections.

Mortgages (Directly Held). Mortgages are debt instruments secured by real property. Unlike mortgage-backed securities, which generally represent an interest in a pool of mortgages, direct investments in mortgages involve prepayment and credit risks of an individual issuer and real property. Consequently, these investments require different investment and credit analysis by the Manager.

The directly placed mortgages in which the Funds invest may include residential mortgages, multifamily mortgages, mortgages on cooperative apartment buildings, commercial mortgages, and sale-leasebacks. These investments are backed by assets such as office buildings, shopping centers, retail stores, warehouses, apartment buildings and single-family dwellings. In the event that a Fund forecloses on any non-performing mortgage, and acquires a direct interest in the real property, such Fund will be subject to the risks generally associated with the ownership of real property. There may be fluctuations in the market value of the foreclosed property and its occupancy rates, rent schedules and operating expenses. There may also be adverse changes in local, regional or general economic conditions, deterioration of the real estate market and the financial circumstances of tenants and sellers, unfavorable changes in zoning, building environmental and other laws, increased real property taxes, rising interest rates, reduced availability and increased cost of mortgage borrowings, the need for unanticipated renovations, unexpected increases in the cost of energy, environmental factors, acts of God and other factors which are beyond the control of the Funds or the Managers. Hazardous or toxic substances may be present on, at or under the mortgaged property and adversely affect the value of the property. In addition, the owners of property containing such substances may be held responsible, under various laws, for containing, monitoring,

removing or cleaning up such substances. The presence of such substances may also provide a basis for other claims by third parties. Costs or clean up or of liabilities to third parties may exceed the value of the property. In addition, these risks may be uninsurable. In light of these and similar risks, it may be impossible to dispose profitably of properties in foreclosure.

Mortgage Pass-Through Securities. These are securities representing interests in “pools” of mortgages in which payments of both interest and principal on the securities are made periodically, in effect “passing through” periodic payments made by the individual borrowers on the residential mortgage loans which underlie the securities (net of fees paid to the issuer or guarantor of the securities). Early repayment of principal on mortgage pass-through securities (arising from prepayments of principal due to sale of the underlying property, refinancing, or foreclosure, net of fees and costs which may be incurred) may expose a Fund to a lower rate of return upon reinvestment of principal. Payment of principal and interest on some mortgage pass-through securities may be guaranteed by the full faith and credit of the U.S. government (such as securities guaranteed by the Government National Mortgage Association, or “GNMAs”); other securities may be guaranteed by agencies or instrumentalities of the U.S. government such as Fannie Mae, formerly known as the Federal National Mortgage Association (“FNMA”) or the Federal Home Loan Mortgage Corporation (“FHLMC”) and are not backed by the full faith and credit of the U.S. government. Mortgage pass-through securities created by non-governmental issuers (such as commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers, and other secondary market issuers) may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit, which may be issued by governmental entities, private insurers, or the mortgage poolers. Transactions in mortgage pass-through securities occur through standardized contracts for future delivery in which the exact mortgage pools to be delivered are not specified until a few days prior to settlement, referred to as a “to-be-announced transaction” or “TBA Transaction.” A TBA Transaction is a method of trading mortgage-backed securities. In a TBA Transaction, the buyer and seller agree upon general trade parameters such as issuer, settlement date, par amount and price. The actual pools delivered generally are determined two days prior to the settlement date.

GNMA Certificates. GNMA certificates are mortgage-backed securities representing part ownership of a pool of mortgage loans on which timely payment of interest and principal is guaranteed by the full faith and credit of the U.S. government. GNMA is a wholly-owned U.S. government corporation within the Department of Housing and Urban Development. GNMA is authorized to guarantee, with the full faith and credit of the U.S. government, the timely payment of principal and interest on securities issued by institutions approved by GNMA (such as savings and loan institutions, commercial banks, and mortgage bankers) and backed by pools of mortgages insured by the Federal Housing Administration (“FHA”), or guaranteed by the Department of Veterans Affairs (“VA”). GNMA certificates differ from typical bonds because principal is repaid monthly over the term of the loan rather than returned in a lump sum at maturity. Because both interest and principal payments (including prepayments) on the underlying mortgage loans are passed through to the holder of the certificate, GNMA certificates are called “pass-through” securities.

Interests in pools of mortgage-related securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, these securities provide a periodic payment which consists of both interest and principal payments. In effect, these payments are a “pass-through” of the periodic payments made by the individual borrowers on the residential mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying residential property, refinancing or foreclosure, net of fees or costs which may be incurred. Mortgage-related securities issued by GNMA are described as “modified pass-through” securities. These securities entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, at the scheduled payment dates regardless of whether or not the mortgagor actually makes the payment. Although GNMA guarantees timely payment even if homeowners delay or default, tracking the “pass-through” payments may, at times, be difficult. Expected payments may be delayed due to the delays in registering the newly traded paper securities. The custodian’s policies for crediting missed payments while errant receipts are tracked down may vary. Other mortgage-backed securities such as those of FHLMC and FNMA trade in book-entry form and are not subject to the risk of delays in timely payment of income.

Although the mortgage loans in the pool will have maturities of up to 30 years, the actual average life of the GNMA certificates typically will be substantially less because the mortgages will be subject to normal principal amortization and may be prepaid prior to maturity. Early repayments of principal on the underlying mortgages may expose a Fund to a lower rate of return upon reinvestment of principal. Prepayment rates vary widely and may be affected by changes in market interest rates. In periods of falling interest rates, the rate of prepayment tends to increase, thereby shortening the actual average life of the GNMA certificates. Conversely, when interest rates are rising, the rate of prepayment tends to decrease, thereby lengthening the actual average life of the GNMA certificates. Accordingly, it is not possible to accurately predict the average life of a particular pool. Reinvestment of prepayments may occur at higher or lower rates than the original yield on the certificates. Due to the prepayment feature and the need to reinvest prepayments of principal at current rates, GNMA certificates can be less effective than typical bonds of similar maturities at “locking in” yields during periods of declining interest rates, although they may have comparable risks of decline in value during periods of rising interest rates.

FNMA and FHLMC Mortgage-Backed Obligations. Government-related guarantors (i.e., not backed by the full faith and credit of the U.S. government) include FNMA and FHLMC. FNMA, a federally chartered and privately-owned corporation, issues pass-through securities representing interests in a pool of conventional mortgage loans. FNMA guarantees the timely payment of

principal and interest but this guarantee is not backed by the full faith and credit of the U.S. government. FNMA is a government sponsored corporation owned entirely by private stockholders. It is subject to general regulation by the Secretary of Housing and Urban Development and the U.S. Treasury. FNMA purchases conventional (i.e., not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers which include state and federally-chartered savings and loan associations, mutual savings banks, commercial banks and credit unions, and mortgage bankers. FHLMC, a federally chartered and privately-owned corporation, was created by Congress in 1970 for the purpose of increasing the availability of mortgage credit for residential housing. FHLMC issues Participation Certificates (“PCs”) which represent interests in conventional mortgages from FHLMC’s national fund. FHLMC guarantees the timely payment of interest and ultimate collection of principal and maintains reserves to protect holders against losses due to default, but PCs are not backed by the full faith and credit of the U.S. government. As is the case with GNMA certificates, the actual maturity of and realized yield on particular FNMA and FHLMC pass-through securities will vary based on the prepayment experience of the underlying pool of mortgages.

In September 2008, FNMA and FHLMC were each placed into conservatorship by the U.S. government under the authority of the Federal Housing Finance Agency (“FHFA”), an agency of the U.S. government, with a stated purpose to preserve and conserve FNMA’s and FHLMC’s assets and property and to put FNMA and FHLMC in a sound and solvent condition. No assurance can be given that the purposes of the conservatorship and related actions under the authority of FHFA will be met.

FHFA has the power to repudiate any contract entered into by FNMA or FHLMC prior to FHFA’s appointment if FHFA determines that performance of the contract is burdensome and the repudiation of the contract promotes the orderly administration of FNMA’s or FHLMC’s affairs. FHFA has indicated that it has no intention to repudiate the guaranty obligations of FNMA or FHLMC. FHFA also has the right to transfer or sell any asset or liability of FNMA or FHLMC without any approval, assignment or consent, although FHFA has stated that is has no present intention to do so. In addition, holders of mortgage-backed securities issued by FNMA and FHLMC may not enforce certain rights related to such securities against FHFA, or the enforcement of such rights may be delayed, during the conservatorship.

Collateralized Mortgage Obligations (“CMOs”). A CMO is a hybrid between a mortgage-backed bond and a mortgage pass-through security. Similar to a bond, interest and prepaid principal is paid, in most cases, semi-annually. CMOs may be collateralized by whole mortgage loans but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC, or FNMA, and their income streams.

CMOs are structured into multiple classes, each bearing a different stated maturity. Actual maturity and average life will depend upon the prepayment experience of the collateral. CMOs provide for a modified form of call protection through a de facto breakdown of the underlying pool of mortgages according to how quickly the loans are repaid. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, generally is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes receive principal only after the first class has been retired. An investor is partially guarded against a sooner than desired return of principal because of the sequential payments.

In a typical CMO transaction, a corporation (issuer) issues multiple series (e.g., A, B, C, Z) of CMO bonds (“Bonds”). Proceeds of the Bond offering are used to purchase mortgages or mortgage pass-through certificates (“Collateral”). The Collateral is pledged to a third party trustee as security for the Bonds. Principal and interest payments from the Collateral are used to pay principal on the Bonds in the order A, B, C, Z. The series A, B, and C Bonds all bear current interest. Interest on the series Z Bond is accrued and added to principal and a like amount is paid as principal on the series A, B, or C Bond currently being paid off. When the series A, B, and C Bonds are paid in full, interest and principal on the series Z Bond begins to be paid currently. With some CMOs, the issuer serves as a conduit to allow loan originators (primarily builders or savings and loan associations) to borrow against their loan funds.

FHLMC Collateralized Mortgage Obligations. FHLMC CMOs are debt obligations of FHLMC issued in multiple classes having different maturity dates which are secured by the pledge of a pool of conventional mortgage loans purchased by FHLMC. Unlike FHLMC PCs, payments of principal and interest on the CMOs are made semi-annually, as opposed to monthly. The amount of principal payable on each semi-annual payment date is determined in accordance with FHLMC’s mandatory sinking fund schedule, which, in turn, is equal to approximately 100% of FHA prepayment experience applied to the mortgage collateral pool. All sinking fund payments in the CMOs are allocated to the retirement of the individual classes of bonds in the order of their stated maturities. Payment of principal on the mortgage loans in the collateral pool in excess of the amount of FHLMC’s minimum sinking fund obligation for any payment date are paid to the holders of the CMOs as additional sinking fund payments. Because of the “pass-through” nature of all principal payments received on the collateral pool in excess of FHLMC’s minimum sinking fund requirement, the rate at which principal of the CMOs is actually repaid is likely to be such that each class of bonds will be retired in advance of its scheduled maturity date.

If collection of principal (including prepayments) on the mortgage loans during any semi-annual payment period is not sufficient to meet FHLMC’s minimum sinking fund obligation on the next sinking fund payment date, FHLMC agrees to make up the deficiency from its general funds.

Criteria for the mortgage loans in the pool backing the CMOs are identical to those of FHLMC PCs. FHLMC has the right to substitute collateral in the event of delinquencies and/or defaults.

Commercial Mortgage-Backed Securities (“CMBS”). CMBS include securities that reflect an interest in, and are secured by, mortgage loans on commercial real property. Many of the risks of investing in CMBS reflect the risks of investing in the real estate securing the underlying mortgage loans. These risks reflect the effects of local and other economic conditions on real estate markets, the ability of tenants to make loan payments, and the ability of a property to attract and retain tenants. CMBS may be less liquid and exhibit greater price volatility than other types of mortgage- or asset-backed securities.

Adjustable Rate Mortgage-Backed Securities (“ARMBSs”). ARMBSs have interest rates that reset at periodic intervals. Acquiring ARMBSs permits a Fund to participate in increases in prevailing current interest rates through periodic adjustments in the coupons of mortgages underlying the pool on which ARMBSs are based. Such ARMBSs generally have higher current yield and lower price fluctuations than is the case with more traditional debt securities of comparable rating and maturity. In addition, when prepayments of principal are made on the underlying mortgages during periods of rising interest rates, a Fund can reinvest the proceeds of such prepayments at rates higher than those at which they were previously invested. Mortgages underlying most ARMBSs, however, have limits on the allowable annual or lifetime increases that can be made in the interest rate that the mortgagor pays. Therefore, if current interest rates rise above such limits over the period of the limitation, a Fund, when holding an ARMBS, does not benefit from further increases in interest rates. Moreover, when interest rates are in excess of coupon rates (i.e., the rates being paid by mortgagors) of the mortgages, ARMBSs behave more like debt securities and less like adjustable rate securities and are subject to the risks associated with debt securities. In addition, during periods of rising interest rates, increases in the coupon rate of adjustable rate mortgages generally lag current market interest rates slightly, thereby creating the potential for capital depreciation on such securities.

Other Mortgage-Related Securities. Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers, and other secondary market issuers also create pass-through pools of conventional residential mortgage loans. Such issuers may, in addition, be the originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage-related securities. Pools created by such non-governmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments in the former pools. However, timely payment of interest and principal of these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance, and letters of credit. The insurance and guarantees are issued by governmental entities, private insurers, and the mortgage poolers. Such insurance and guarantees and the creditworthiness of the issuers thereof will be considered in determining whether a mortgage-related security meets a Fund’s investment quality standards. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements. A Fund may buy mortgage-related securities without insurance or guarantees, if, in an examination of the loan experience and practices of the originator/servicers and poolers, the Adviser or Manager determines that the securities meet a Fund’s quality standards. Although the market for such securities is becoming increasingly liquid, securities issued by certain private organizations may not be readily marketable. It is expected that governmental, government-related, or private entities may create mortgage loan pools and other mortgage-related securities offering mortgage pass-through and mortgage collateralized investments in addition to those described above. As new types of mortgage-related securities are developed and offered to investors, the Adviser or Manager will, consistent with a Fund’s investment goals, policies, and quality standards, consider making investments in such new types of mortgage-related securities.

CMO Residuals. CMO residuals are derivative mortgage securities issued by agencies or instrumentalities of the U.S. government or by private originators of, or investors in, mortgage loans, including savings and loan associations, homebuilders, mortgage banks, commercial banks, investment banks and special purpose entities of the foregoing. CMO residuals are risky, volatile and typically unrated.

The cash flow generated by the mortgage assets underlying a series of CMOs is applied first to make required payments of principal and interest on the CMOs and second to pay the related administrative expenses of the issuer. The residual in a CMO structure generally represents the interest in any excess cash flow remaining after making the foregoing payments. Each payment of such excess cash flow to a holder of the related CMO residual represents income and/or a return of capital. The amount of residual cash flow resulting from a CMO will depend on, among other things, the characteristics of the mortgage assets, the coupon rate of each class of CMO, prevailing interest rates, the amount of administrative expenses and the prepayment experience on the mortgage assets. In particular, the yield to maturity on CMO residuals is extremely sensitive to prepayments on the related underlying mortgage assets, in the same manner as an interest-only (“IO”) class of stripped mortgage-backed securities. See “Mortgages and Mortgage-Related Securities — Stripped Mortgage-Backed Securities.” In addition, if a series of a CMO includes a class that bears interest at an adjustable rate, the yield to maturity on the related CMO residual will also be extremely sensitive to changes in the level of the index upon which interest rate adjustments are based. As described below with respect to stripped mortgage-backed securities, in certain circumstances a Fund may fail to recoup fully its initial investment in a CMO residual.

CMO residuals are generally purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers. The CMO residual market has only very recently developed and CMO residuals currently may not have the liquidity of other more established securities trading in other markets. Transactions in CMO residuals are generally completed only after careful review of the characteristics of the securities in question. CMO residuals may or, pursuant to an exemption therefrom, may not have been registered under the Securities Act of 1933, as amended (“1933 Act”). CMO residuals, whether or not registered

under such Act, may be subject to certain restrictions on transferability, and may be deemed “illiquid” and subject to a Fund’s limitations on investment in illiquid securities.

Planned Amortization Class Certificates (“PACs”) and Support Bonds. PACs are parallel-pay real estate mortgage investment conduit (“REMIC”) certificates that generally require that specified amounts of principal be applied on each payment date to one or more classes of REMIC certificates, even though all other principal payments and prepayments of the mortgage assets are then required to be applied to one or more other classes of the certificates. The scheduled principal payments for the PAC certificates generally have the highest priority on each payment date after interest due has been paid to all classes entitled to receive interest currently. Shortfalls, if any, are added to the amount payable on the next payment date. The PAC certificate payment schedule is taken into account in calculating the final distribution date of each class of the PAC certificate. In order to create PAC Tranches, generally one or more tranches must be created that absorb most of the volatility in the underlying mortgage assets. These tranches tend to have market prices and yields that are much more volatile than other PAC classes.

Any CMO or multi-class pass through structure that includes PAC securities must also have support tranches - known as support bonds, companion bonds or non-PAC bonds - which lend or absorb principal cash flows to allow the PAC securities to maintain their stated maturities and final distribution dates within a range of actual prepayment experience. These support tranches are subject to a higher level of maturity risk compared to other mortgage-related securities, and usually provide a higher yield to compensate investors. If principal cash flows are received in amounts outside a pre-determined range such that the support bonds cannot lend or absorb sufficient cash flows to the PAC securities as intended, the PAC securities are subject to heightened maturity risk. Consistent with its investment objectives and policies, a Fund may invest in various tranches of CMO bonds, including support bonds.

A PAC IO is a PAC bond that pays an extremely high coupon rate, such as 200%, on its outstanding principal balance, and pays down according to a designated PAC schedule. Due to their high-coupon interest, PAC IO’s are priced at very high premiums to par. Due to the nature of PAC prepayment bands and PAC collars, the PAC IO has a greater call (contraction) potential and thus would be impacted negatively by a sustained increase in prepayment speeds.

Stripped Mortgage-Backed Securities (“SMBS”). SMBS are derivative multi-class mortgage securities. SMBS may be issued by agencies or instrumentalities of the U.S. government, or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose entities of the foregoing.

SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest (the interest-only or “IO” class), while the other class will receive all of the principal (the principal-only or “PO” class). The yield to maturity on an IO class is extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on the Fund’s yield to maturity from these securities. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a Fund may fail to fully recoup its initial investment in these securities even if the security is in one of the highest rating categories.

Although SMBS are purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers, secondary markets for these securities may not be as developed or have the same volume as markets for other types of securities. These securities, therefore, may have more limited liquidity and may at times be illiquid and subject to a Fund’s limitations on investments in illiquid securities.

Mortgage Dollar Rolls. Mortgage “dollar rolls” are contracts in which a Fund sells securities for delivery in the current month and simultaneously contracts with the same counterparty to repurchase substantially similar (same type, coupon and maturity) but not identical securities on a specified future date. During the roll period, a Fund loses the right to receive principal and interest paid on the securities sold. However, a Fund would benefit to the extent of any difference between the price received for the securities sold and the lower forward price for the future purchase or fee income plus the interest earned on the cash proceeds of the securities sold until the settlement date for the forward purchase. Unless such benefits exceed the income, capital appreciation and gain or loss due to mortgage prepayments that would have been realized on the securities sold as part of the mortgage dollar roll, the use of this technique will diminish the investment performance of a Fund. A Fund will hold and maintain in a segregated account until the settlement date cash or liquid assets in an amount equal to the forward purchase price. For financial reporting and tax purposes, a Fund treats mortgage dollar rolls as two separate transactions; one involving the purchase of a security and a separate transaction involving a sale. Funds do not currently intend to enter into mortgage dollar rolls that are accounted for as financing and do not treat them as borrowings.

Other Asset-Backed Securities

Other asset-backed securities are securities that directly or indirectly represent a participation interest in, or are secured by and payable from a stream of payments generated by particular assets such as automobile loans or installment sales contracts, home equity loans, computer and other leases, credit card receivables, or other assets. Generally, the payments from the collateral are

passed through to the security holder. Due to the possibility that prepayments (on automobile loans and other collateral) will alter cash flow on asset-backed securities, generally it is not possible to determine in advance the actual final maturity date or average life of many asset-backed securities. Faster prepayment will shorten the average life and slower prepayment will lengthen it. However, it may be possible to determine what the range of that movement could be and to calculate the effect that it will have on the price of the security. Other risks relate to limited interests in applicable collateral. For example, credit card debt receivables are generally unsecured and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set off certain amounts on credit card debt thereby reducing the balance due. Additionally, holders of asset-backed securities may also experience delays in payments or losses if the full amounts due on underlying sales contracts are not realized. The securities market for asset-backed securities may not, at times, offer the same degree of liquidity as markets for other types of securities with greater trading volume.

Collateralized Bond Obligations (“CBOs”), Collateralized Loan Obligations (“CLOs”) and other Collateralized Debt Obligations (“CDOs”). CBOs, CLOs and other CDOs are types of asset-backed securities. A CBO is a trust which is often backed by a diversified pool of high risk, below investment grade debt securities. The collateral can be from many different types of debt securities such as high yield/high risk debt, residential privately issued mortgage-related securities, commercial privately issued mortgage-related securities, trust preferred securities and emerging market debt. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. Other CDOs are trusts backed by other types of assets representing obligations of various parties. CBOs, CLOs and other CDOs may charge management fees and administrative expenses.

For CBOs, CLOs and other CDOs, the cash flows from the trust are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the “equity” tranche which bears the bulk of defaults from the bonds or loans in the trust and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Since they are partially protected from defaults, senior tranches from a CBO trust, CLO trust or trust of another CDO typically have higher ratings and lower yields than their underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, CBO, CLO or other CDO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults, as well as aversion to CBO, CLO or other CDO securities as a class.

The risks of an investment in a CBO, CLO or other CDO depend largely on the type of the collateral securities and the class of the instrument in which a Fund invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus, are not registered under the securities laws. As a result, investments in CBOs, CLOs and other CDOs may be characterized as illiquid securities, however an active dealer market may exist for CBOs, CLOs and other CDOs allowing them to qualify for Rule 144A transactions. In addition to the normal risks associated with debt securities discussed elsewhere in this SAI and the Prospectuses (e.g., interest rate risk and default risk), CBOs, CLOs and other CDOs carry additional risks including, but are not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) investments may be made in CBOs, CLOs or other CDOs that are subordinate to other classes; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.

Linked Securities

Linked securities are debt securities whose value at maturity or interest rate is linked to currencies, interest rates, equity securities, indices, commodity prices or other financial indicators. Among the types of linked securities in which a Fund can invest include:

Equity-Linked, Debt-Linked and Index-Linked Securities. Equity-linked, debt-linked and index-linked securities are privately issued securities whose investment results are designed to correspond generally to the performance of a specified stock index or “basket” of stocks, or sometimes a single stock. To the extent that a Fund invests in an equity-linked, debt-linked or index-linked security whose return corresponds to the performance of a foreign securities index or one or more foreign stocks, investing in these securities will involve risks similar to the risks of investing in foreign securities. For more information concerning the risks associated with investing in foreign securities, see the “Foreign Securities” section. In addition, a Fund bears the risk that the issuer of these securities may default on its obligation under the security. These securities are often used for many of the same purposes as, and share many of the same risks with, derivative instruments such as stock index futures, warrants and swap agreements. For more information concerning the risks associated with investing in stock index futures, warrants and swap agreements, see “Stock Index Futures” under “Futures Contracts and Options on Futures Contracts,” “Risks of Swap Agreements” under “Swap Agreements and Options on Swap Agreements,” and “Warrants and Rights.”

Currency-Indexed Securities. Currency-indexed securities typically are short-term or intermediate-term debt securities. Their value at maturity or the rates at which they pay income are determined by the change in value of the U.S. dollar against one or more foreign currencies or an index. In some cases, these securities may pay an amount at maturity based on a multiple of the amount of

the relative currency movements. This type of index security offers the potential for increased income or principal payments but at a greater risk of loss than a typical debt security of the same maturity and credit quality.

Event-Linked Bonds. Event-linked bonds are debt securities, for which the return of principal and payment of interest is contingent on the non-occurrence of a specific “trigger” event, such as a hurricane, earthquake, or other physical or weather-related phenomenon. Some event-linked bonds are commonly referred to as “catastrophe bonds.” They may be issued by government agencies, insurance companies, reinsurers, special purpose corporations or other on-shore or off-shore entities. If a trigger event occurs and causes losses exceeding a specific amount in the geographic region and time period specified in a bond, a Fund investing in the bond may lose a portion or all of its principal invested in the bond. If no trigger event occurs, the Fund will recover its principal plus interest. For some event-linked bonds, the trigger event or losses may be based on company-wide losses, index-portfolio losses, industry indices, or readings of scientific instruments rather than specified actual losses. Often the event-linked bonds provide for extensions of maturity that are mandatory, or optional at the discretion of the issuer, in order to process and audit loss claims in those cases where a trigger event has, or possibly has, occurred. An extension of maturity may increase volatility. In addition to the specified trigger events, event-linked bonds may also expose a Fund to certain unanticipated risks including but not limited to issuer (credit) default, adverse regulatory or jurisdictional interpretations, and adverse tax consequences. Event-linked bonds may also be subject to liquidity risk.

Event-linked bonds are a relatively new type of financial instrument. As such, there is no significant trading history of these securities, and there can be no assurance that a liquid market in these instruments will develop. See “Illiquid and Restricted Securities” for more information. Lack of a liquid market may impose the risk of higher transaction costs and the possibility that a Fund may be forced to liquidate positions when it would not be advantageous to do so. Event-linked bonds are typically rated, and a Fund will only invest in catastrophe bonds that meet the credit quality requirements for the Fund.

Zero Coupon, Deferred Interest, Step Coupon and Payment-In-Kind (“PIK”) Bonds

Zero coupon and deferred interest bonds are issued and traded at a discount from their face value. The discount approximates the total amount of interest the bonds will accrue and compound over the period until maturity or the first interest payment date at a rate of interest reflecting the market rate of the security at the time of issuance. While zero coupon bonds do not require periodic payment of interest, deferred interest bonds provide for a period of delay before the regular payment of interest begins. Step coupon bonds trade at a discount from their face value and pay coupon interest. The coupon rate is low for an initial period and then increases to a higher coupon rate thereafter. The discount from the face amount or par value depends on the time remaining until cash payments begin, prevailing interest rates, liquidity of the security and the perceived credit quality of the issuer. PIK bonds normally give the issuer an option to pay cash at a coupon payment date or give the holder of the security a similar bond with the same coupon rate and a face value equal to the amount of the coupon payment that would have been made.

A Fund that is taxed as a regulated investment company must distribute its investment company taxable income, including the original issue discount accrued on zero coupon or step coupon bonds. Because a Fund will not receive cash payments on a current basis in respect of accrued original-issue discount on zero coupon bonds or step coupon bonds during the period before interest payments begin, in some years a Fund may have to distribute cash obtained from other sources in order to satisfy the distribution requirements under the Code and the regulations thereunder. A Fund may obtain such cash from selling other portfolio holdings which may cause a Fund to incur capital gains or losses on the sale.

High Yield/High Risk Bonds

High yield/high risk bonds (“high yield bonds”) are non-investment grade high risk debt securities (high yield bonds are commonly referred to as “junk bonds”).

In general, high yield bonds are not considered to be investment grade, and investors should consider the risks associated with high yield bonds before investing in the pertinent Fund. Investment in such securities generally provides greater income and increased opportunity for capital appreciation than investments in higher quality securities, but they also typically entail greater price volatility and principal and income risk.

Investment in high yield bonds involves special risks in addition to the risks associated with investments in higher rated debt securities. High yield bonds are regarded as predominately speculative with respect to the issuer’s continuing ability to meet principal and interest payments. Certain Brady Bonds may be considered high yield bonds. For more information on Brady Bonds, see “Foreign Securities.” A severe economic downturn or increase in interest rates might increase defaults in high yield securities issued by highly leveraged companies. An increase in the number of defaults could adversely affect the value of all outstanding high yield securities, thus disrupting the market for such securities. Analysis of the creditworthiness of issuers of debt securities that are high yield bonds may be more complex than for issuers of higher quality debt securities, and the ability of a Fund to achieve its investment goal may, to the extent of investment in high yield bonds, be more dependent upon such creditworthiness analysis than would be the case if the Fund were investing in higher quality bonds.

High yield bonds may be more susceptible to real or perceived adverse economic and competitive industry conditions than investment grade bonds. The prices of high yield bonds have been found to be less sensitive to interest-rate changes than higher-rated investments, but more sensitive to adverse economic downturns or individual corporate developments. A projection of an

economic downturn or of a period of rising interest rates, for example, could cause a decline in high yield bond prices because the advent of a recession could lessen the ability of a highly leveraged company to make principal and interest payments on its debt securities. If an issuer of high yield bonds defaults, in addition to risking payment of all or a portion of interest and principal, a Fund may incur additional expenses to seek recovery.

A Fund may purchase defaulted securities only when the Manager believes, based upon analysis of the financial condition, results of operations and economic outlook of an issuer, that there is potential for resumption of income payments and the securities offer an unusual opportunity for capital appreciation. Notwithstanding the Manager’s belief about the resumption of income, however, the purchase of any security on which payment of interest or dividends is suspended involves a high degree of risk.

In the case of high yield bonds structured as zero-coupon or PIK securities, their market prices are affected to a greater extent by interest rate changes, and therefore tend to be more volatile than securities which pay interest periodically and in cash.

The secondary market on which high yield bonds are traded may be less liquid than the market for higher grade bonds. Less liquidity in the secondary trading market could adversely affect the price at which a Fund could sell a high yield bond, and could adversely affect and cause large fluctuations in the daily net asset value of the Fund’s shares. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of high yield bonds, especially in a thinly-traded market. When secondary markets for high yield bonds are less liquid than the market for higher grade bonds, it may be more difficult to value the securities because such valuation may require more research, and elements of judgment may play a greater role in the valuation because there is less reliable, objective data available. See Appendix A for more information on ratings.

There are also certain risks involved in using credit ratings for evaluating high yield bonds. For example, credit ratings evaluate the safety of principal and interest payments, not the market value risk of high yield bonds. Also, credit rating agencies may fail to timely reflect events and circumstances since a security was last rated.

Obligations of Stressed, Distressed and Bankrupt Issuers

A Fund may invest in securities and other obligations of stressed, distressed and bankrupt issuers, including debt obligations that are in covenant or payment default and equity securities of such issuers. Such debt obligations generally trade significantly below par and are considered speculative. The repayment of defaulted obligations is subject to significant uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest or other payments. Typically such workout or bankruptcy proceedings result in only partial recovery of cash payments or an exchange of the defaulted obligation for other debt or equity securities of the issuer or its affiliates, which may in turn be illiquid or speculative.

There are a number of significant risks inherent in the bankruptcy process: (i) many events in a bankruptcy are the product of contested matters and adversary proceedings and are beyond the control of the creditors. While creditors are generally given an opportunity to object to significant actions, there can be no assurance that a bankruptcy court in the exercise of its broad powers would not approve actions that would be contrary to the interests of a Fund; (ii) a bankruptcy filing by an issuer may adversely and permanently affect the issuer. The issuer may lose its market position and key employees and otherwise become incapable of restoring itself as a viable entity. If for this or any other reason the proceeding is converted to a liquidation, the value of the issuer may not equal the liquidation value that was believed to exist at the time of the investment; (iii) the duration of a bankruptcy proceeding is difficult to predict, and a creditor’s return on investment can be adversely affected by delays while the plan of reorganization is being negotiated, approved by the creditors and confirmed by the bankruptcy court and until it ultimately becomes effective; (iv) the administrative costs in connection with a bankruptcy proceeding are frequently high, for example, if a proceeding involves protracted or difficult litigation, or turns into a liquidation, substantial assets may be devoted to administrative costs and would be paid out of the debtor’s estate prior to any return to creditors; (v) bankruptcy law permits the classification of “substantially similar” claims in determining the classification of claims in a reorganization, and because the standard for classification is vague, there exists the risk that a Fund’s influence with respect to the class of securities or other obligations it owns can be lost by increases in the number and amount of claims in that class or by different classification and treatment; (vi) in the early stages of the bankruptcy process it is often difficult to estimate the extent of, or even to identify, any contingent claims that might be made; (vii) in the case of investments made prior to the commencement of bankruptcy proceedings, creditors can lose their ranking and priority if they exercise “domination and control” over a debtor and other creditors can demonstrate that they have been harmed by such actions; and (viii) certain claims that have priority by law (for example, claims for taxes) may be substantial.

In any investment involving securities and other obligations of stressed, distressed and bankrupt issuers, there exists the risk that the transaction involving such securities or obligations will be unsuccessful, take considerable time or will result in a distribution of cash or a new security or obligation in exchange for the stressed or distressed securities or obligations, the value of which may be less than a Fund’s purchase price of such securities or obligations. Furthermore, if an anticipated transaction does not occur, a Fund may be required to sell its investment at a loss. Given the substantial uncertainties concerning transactions involving stressed and distressed securities or obligations in which a Fund invests, there is a potential risk of loss by a Fund of its entire investment in any particular investment. Additionally, stressed and distressed securities or obligations of government and government-related issuers are subject to special risks, including the inability or unwillingness to repay principal and interest, requests to reschedule or restructure outstanding debt and requests to extend additional loan amounts.

Investments in companies operating in workout modes or under Chapter 11 of the Bankruptcy Code are also, in certain circumstances, subject to certain additional liabilities which may exceed the value of a Fund’s original investment in a company. For example, under certain circumstances, creditors who are deemed to have inappropriately exercised control over the management and policies of a debtor may have their claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. A Manager’s active management style may present a greater risk in this area than would a more passive approach. In addition, under certain circumstances, payments to a Fund and distributions by a Fund or payments on the debt may be reclaimed if any such payment is later determined to have been a fraudulent conveyance or a preferential payment.

Participation on Creditors Committees

A Fund may from time to time participate on committees formed by creditors to negotiate with the management of financially troubled issuers of securities held by a Fund. Such participation may subject a Fund to expenses such as legal fees and may make a Fund an “insider” of the issuer for purposes of the federal securities laws, and therefore may restrict such Fund’s ability to trade in or acquire additional positions in a particular security when it might otherwise desire to do so. Participation by a Fund on such committees also may expose the Fund to potential liabilities under the federal bankruptcy laws or other laws governing the rights of creditors and debtors. Participation on such committees is also increasingly prone to litigation and it is possible that a Fund could be involved in lawsuits related to such activities, which could expose a Fund to additional liabilities that may exceed the value of a Fund’s original investment in the company. See the “Obligations of Stressed, Distressed and Bankrupt Issuers” section above. A Fund will participate on such committees only when a Manager believes that such participation is necessary or desirable to enforce a Fund’s rights as a creditor or to protect the value of securities held by a Fund.

Bank Obligations

Bank obligations include certificates of deposit, bankers’ acceptances, fixed time deposits, loans or credit agreements and bank capital securities. Each Fund may also hold funds on deposit with its sub-custodian bank in an interest-bearing account for temporary purposes.

Certificates of deposit are negotiable certificates issued against funds deposited in a commercial bank for a definite period of time and earning a specified return. Bankers’ acceptances are negotiable drafts or bills of exchange, normally drawn by an importer or exporter to pay for specific merchandise, which are “accepted” by a bank, meaning, in effect, that the bank unconditionally agrees to pay the face value of the instrument on maturity. Fixed time deposits are bank obligations payable at a stated maturity date and bearing interest at a fixed rate. Fixed time deposits may be withdrawn on demand by the investor, but may be subject to early withdrawal penalties which vary depending upon market conditions and the remaining maturity of the obligation. There are no contractual restrictions on the right to transfer a beneficial interest in a fixed time deposit to a third party, although there is no market for such deposits. See the “Illiquid and Restricted Securities (including Private Placements)” section regarding limitations of certain bank obligations.

A Fund may purchase loans or participation interests in loans made by U.S. banks and other financial institutions to large corporate customers. Loans are made by a contract called a credit agreement. Loans are typically secured by assets pledged by the borrower, but there is no guarantee that the value of the collateral will be sufficient to cover the loan, particularly in the case of a decline in value of the collateral. Loans may be floating rate or amortizing. See the “Delayed Funding Loans and Revolving Credit Facilities,” “Loan Participations and Assignments” and “Variable and Floating Rate Securities” sections below for more information. Some loans may be traded in the secondary market among banks, loan funds, and other institutional investors.

Unless otherwise noted, a Fund will not invest in any security or bank loan/credit agreement issued by a commercial bank unless: (i) the bank has total assets of at least U.S. $1 billion, or the equivalent in other currencies, or, in the case of domestic banks which do not have total assets of at least U.S. $1 billion, the aggregate investment made in any one such bank is limited to an amount, currently U.S. $250,000, insured in full by the Federal Deposit Insurance Corporation (“FDIC”); (ii) in the case of U.S. banks, it is a member of the FDIC; and (iii) in the case of foreign banks, the security is, in the opinion of the Adviser or the Manager, of an investment quality comparable with other debt securities of similar maturities which may be purchased by a Fund. These limitations do not prohibit investments in securities issued by foreign branches of U.S. banks, provided such U.S. banks meet the foregoing requirements.

Obligations of foreign banks involve somewhat different investment risks than those affecting obligations of U.S. banks, including: (i) the possibilities that their liquidity could be impaired because of future political and economic developments; (ii) their obligations may be less marketable than comparable obligations of U.S. banks; (iii) a foreign jurisdiction might impose withholding taxes on interest income payable on those obligations; (iv) foreign deposits may be seized or nationalized; (v) foreign governmental restrictions, such as exchange controls, may be adopted which might adversely affect the payment of principal and interest on those obligations; and (vi) the selection of those obligations may be more difficult because there may be less publicly available information concerning foreign banks or the accounting, auditing, and financial reporting standards, practices and requirements applicable to foreign banks may differ from those applicable to U.S. banks. Foreign banks are not generally subject to examination by any U.S. government agency or instrumentality.

Unless otherwise noted, a Fund may invest in short-term debt obligations of savings and loan associations provided that the savings and loan association issuing the security (i) has total assets of at least $1 billion, or, in the case of savings and loan associations which do not have total assets of at least $1 billion, the aggregate investment made in any one savings and loan association is insured in full, currently up to $250,000, by the FDIC; (ii) the savings and loan association issuing the security is a member of the FDIC; and (iii) the institution is insured by the FDIC.

The Funds may invest in bank capital securities. Bank capital securities are issued by banks to help fulfill their regulatory capital requirements. There are two common types of bank capital: Tier I and Tier II. Bank capital is generally, but not always, of investment grade quality. Tier I securities often take the form of trust preferred securities. Tier II securities are commonly thought of as hybrids of debt and preferred stock, are often perpetual (with no maturity date), callable and, under certain conditions, allow for the issuer bank to withhold payment of interest until a later date.

Exchange Traded Notes (“ETNs”)

ETNs are notes representing debt of an issuer, usually a financial institution. The performance of an ETN is based on the performance of one or more underlying assets, reference rates or indices as well as the market for that ETN.

An ETN includes features similar to both an ETF and debt securities. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held until the ETN’s maturity, at which time the issuer will pay a return generally linked to the performance of the specific asset, index or rate (“reference instrument”) to which the ETN is linked. An ETN that is tied to a reference instrument may not exactly replicate the performance of the reference instrument, and they incur certain expenses not incurred by their applicable reference instrument. Unlike some debt securities, ETNs do not make periodic interest payments, and its principal is not protected. ETNs are meant to be held until maturity, and thus may have restrictions on their redemption and secondary market illiquidity.

A Fund bears the risk that the issuer of these securities may default on its obligation under the security, and the value of an ETN could be influenced by the credit rating of the issuer despite no changes in the underlying reference instrument. The value of an ETN may also be impacted by the following: time to maturity; market volatility (for the ETN and/or its underlying reference instrument); market liquidity; changes in the applicable interest rates; the performance of the reference instrument; changes in the issuer’s credit rating; and any impact that economic, legal, political or geographic events may have on the reference instrument. Some ETNs that use leverage can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a current price. ETNs that use leverage allows for greater potential return, but the potential for loss is also greater. Additional losses may be incurred if the investment loses value because, in addition to the money lost on the investment, the note itself may still need to be repaid.

Trust Preferred Securities

Trust preferred securities have the characteristics of both subordinated debt and preferred stock. Generally, trust preferred securities are issued by a trust that is wholly-owned by a financial institution or other corporate entity, typically a bank holding company. The financial institution creates the trust and owns the trust’s common securities. The trust uses the sale proceeds of its common securities to purchase subordinated debt issued by the financial institution. The financial institution uses the proceeds from the subordinated debt sale to increase its capital while the trust receives periodic interest payments from the financial institution for holding the subordinated debt. The trust uses the funds received to make dividend payments to the holders of the trust preferred securities. The primary advantage of this structure is that the trust preferred securities are treated by the financial institution as debt securities for tax purposes and as equity for the calculation of capital requirements.

Trust preferred securities typically bear a market rate coupon comparable to interest rates available on debt of a similarly rated issuer. Typical characteristics include long-term maturities, early redemption by the issuer, periodic fixed or variable interest payments, and maturities at face value. Holders of trust preferred securities have limited voting rights to control the activities of the trust and no voting rights with respect to the financial institution. The market value of trust preferred securities may be more volatile than those of conventional debt securities. Trust preferred securities may be issued in reliance on Rule 144A under the 1933 Act, and subject to restrictions on resale. There can be no assurance as to the liquidity of trust preferred securities and the ability of holders, such as a Fund, to sell their holdings. In identifying the risks of the trust preferred securities, a Manager will look to the condition of the financial institution as the trust typically has no business operations other than to issue the trust preferred securities. If the financial institution defaults on interest payments to the trust, the trust will not be able to make dividend payments to holders of its securities, such as a Fund.

Delayed Funding Loans and Revolving Credit Facilities

A Fund may enter into, or acquire participations in, delayed funding loans and revolving credit facilities. Delayed funding loans and revolving credit facilities are borrowing arrangements in which the lender agrees to make up loans to a maximum amount upon demand by the borrower during a specified term. A revolving credit facility differs from a delayed funding loan in that as the borrower repays the loan, an amount equal to the repayment may be borrowed again during the term of the revolving credit facility. Delayed funding loans and revolving credit facilities usually provide for floating or variable rates of interest. These commitments may have the effect of requiring a Fund to increase its investment in a company at a time when it might not otherwise decide to do

so (including at a time when the company’s financial condition makes it unlikely that such amounts will be repaid). To the extent that a Fund is committed to advance additional funds, it will at all times segregate liquid assets.

A Fund may invest in delayed funding loans and revolving credit facilities with credit quality comparable to that of issuers of its securities investments. Delayed funding loans and revolving credit facilities may be subject to restrictions on transfer, and only limited opportunities may exist to resell such instruments. As a result, a Fund may be unable to sell such investments at an opportune time or may have to resell them at less than fair market value. The Funds currently intend to treat delayed funding loans and revolving credit facilities for which there is no readily available markets as illiquid for purposes of a Fund’s limitation on illiquid investments. For a further discussion of the risks involved in investing in loan participations and other forms of direct indebtedness see the “Loan Participations and Assignments” section. Participation interests in revolving credit facilities will be subject to the limitations discussed in the “Loan Participations and Assignments” section. Delayed funding loans and revolving credit facilities are considered to be debt obligations for purposes of the Fund’s investment restriction relating to the lending of funds or assets by a Fund.

Loan Participations and Assignments

A Fund may invest in floating rate senior loans of domestic or foreign borrowers (“Senior Loans”) primarily by purchasing participations or assignments of a portion of a Senior Loan. Floating rate loans are those with interest rates which float, adjust or vary periodically based upon benchmark indicators, specified adjustment schedules or prevailing interest rates. Senior Loans often are secured by specific assets of the borrower, although a Fund may invest in Senior Loans that are not secured by any collateral. The PF Floating Rate Loan Fund generally invests in loans that may be in the form of participations and assignments. When investing in loan participations, the fund does not have a direct contractual relationship with the borrower and has no rights against the borrower, i.e., the fund cannot enforce its rights directly; it must rely on intermediaries to enforce its rights. When investing in assignments, the Fund steps into the shoes of the intermediary who sold it the assignment and can enforce the assigned rights directly. These rights may include the right to vote along with other lenders on such matters as enforcing the terms of a loan agreement (e.g., declaring defaults, initiating collection action, etc.). Taking such actions typically requires at least a vote of the lenders holding a majority of the investment in a loan, and may require a vote by lenders holding two-thirds or more of the investment in a loan. Because the Fund typically does not hold a majority of the investment in any loan, it may not be able by itself to control decisions that require a vote by the lenders.

Senior Loans are loans that are typically made to business borrowers to finance leveraged buy-outs, recapitalizations, mergers, stock repurchases, and internal growth. Senior Loans generally hold the most senior position in the capital structure of a borrower and are usually secured by liens on the assets of the borrowers, including tangible assets such as cash, accounts receivable, inventory, property, plant and equipment, common and/or preferred stock of subsidiaries, and intangible assets including trademarks, copyrights, patent rights and franchise value.

By virtue of their senior position and collateral, Senior Loans typically provide lenders with the first right to cash flows or proceeds from the sale of a borrower’s collateral if the borrower becomes insolvent (subject to the limitations of bankruptcy law, which may provide higher priority to certain claims such as, for example, employee salaries, employee pensions, and taxes). This means Senior Loans are generally repaid before unsecured bank loans, corporate bonds, subordinated debt, trade creditors, and preferred or common stockholders.

Senior Loans typically pay interest at least quarterly at rates which equal a fixed percentage spread over a base rate such as the London Inter-Bank Offered Rate (“LIBOR”). For example, if LIBOR were 1.00% and the borrower were paying a fixed spread of 3.50%, the total interest rate paid by the borrower would be 4.50%. Base rates and, therefore, the total rates paid on Senior Loans float, i.e., they change as market rates of interest change. Although a base rate such as LIBOR can change every day, loan agreements for Senior Loans typically allow the borrower the ability to choose how often the base rate for its loan will change. Such periods can range from one day to one year, with most borrowers choosing monthly or quarterly reset periods. During periods of rising interest rates, borrowers will tend to choose longer reset periods, and during periods of declining interest rates, borrowers will tend to choose shorter reset periods. The fixed spread over the base rate on a Senior Loan typically does not change.

Senior Loans generally are arranged through private negotiations between a borrower and several financial institutions or lending syndicates represented by an agent who is usually one of the originating lenders. In larger transactions, it is common to have several agents; however, generally only one such agent has primary responsibility for ongoing administration of a Senior Loan. Agents are typically paid fees by the borrower for their services. The agent is primarily responsible for negotiating the loan agreement which establishes the terms and conditions of the Senior Loan and the rights of the borrower and the lenders. The agent also is responsible for monitoring collateral and for exercising remedies available to the lenders such as foreclosure upon collateral. The agent is normally responsible for the collection of principal and interest payments from the borrower and the apportionment of these payments to the credit of all institutions which are parties to the loan agreement. Unless, under the terms of the loan, a Fund has direct recourse against the borrower, the Fund may have to rely on the agent or other financial intermediary to apply appropriate credit remedies against a borrower. The Manager will also monitor these aspects of a Fund’s investments and, where a Fund owns an assignment, will be directly involved with the agent and the other lenders regarding the exercise of credit remedies.

A financial institution’s employment as agent might be terminated in the event that it fails to observe a requisite standard of care or becomes insolvent. A successor agent would generally be appointed to replace the terminated agent, and assets held by the agent under the loan agreement should remain available to holders of such indebtedness. However, if assets held by the agent for the benefit of a Fund were determined to be subject to the claims of the agent’s general creditors, the Fund might incur certain costs and delays in realizing payment on a Senior Loan and could suffer a loss of principal and/or interest. In situations involving other interposed financial institutions (e.g., an insurance company or governmental agency) similar risks may arise.

The risks associated with Senior Loans are similar to the risks of “junk” securities. A Fund’s investments in Senior Loans is typically below investment grade and is considered speculative because of the credit risk of their issuers. Moreover, any specific collateral used to secure a loan may decline in value or lose all its value or become illiquid, which would adversely affect the loan’s value. Economic and other events, whether real or perceived, can reduce the demand for certain Senior Loans or Senior Loans generally, which may reduce market prices and cause a Fund’s net asset value (“NAV”) per share to fall. The frequency and magnitude of such changes cannot be predicted.

Senior Loans and other debt securities are also subject to the risk of price declines and to increases in prevailing interest rates, although floating rate debt instruments are less exposed to this risk than fixed rate debt instruments. Conversely, the floating rate feature of Senior Loans means the Senior Loans will not generally experience capital appreciation in a declining interest rate environment. Declines in interest rates may also increase prepayments of debt obligations and require a Fund to invest assets at lower yields.

Although Senior Loans in which a Fund will invest will often be secured by collateral, there can be no assurance that liquidation of such collateral would satisfy the borrower’s obligation in the event of a default or that such collateral could be readily liquidated. In the event of bankruptcy of a borrower, a Fund could experience delays or limitations in its ability to realize the benefits of any collateral securing a Senior Loan. A Fund may also invest in Senior Loans that are not secured.

Senior Loans and other types of direct indebtedness may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of readily at what the Manager believes to be a fair price. In addition, valuation of illiquid indebtedness involves a greater degree of judgment in determining a Fund’s NAV than if that value were based on available market quotations, and could result in significant variations in a Fund’s daily share price. At the same time, some loan interests are traded among certain financial institutions and accordingly may be deemed liquid. As the market for different types of indebtedness develops, the liquidity of these instruments is expected to improve. In addition, a Fund currently intends to treat indebtedness for which there is no readily available market as illiquid for purposes of the Fund’s limitation on illiquid investments. In addition, floating rate loans may require the consent of the borrower and/or the agent prior to sale or assignment. These consent requirements can delay or impede the Fund’s ability to sell loans and can adversely affect a loan’s liquidity and the price that can be obtained.

Interests in Senior Loans generally are not listed on any national securities exchange or automated quotation system and no active market may exist for many of the Senior Loans in which a Fund may invest. If a secondary market exists for certain of the Senior Loans in which a Fund invests, such market may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods. To the extent that legislation or state or federal regulators impose additional requirements or restrictions with respect to the ability of financial institutions to make loans in connection with highly leveraged transactions, the availability of Senior Loan interests for investment by a Fund may be adversely affected.

A Fund may have certain obligations in connection with a loan, such as, under a revolving credit facility that is not fully drawn down, to loan additional funds under the terms of the credit facility. A Fund will maintain a segregated account with its custodian of liquid securities with a value equal to the amount, if any, of the loan that the Fund has obligated itself to make to the borrower, but that the borrower has not yet requested.

A Fund may receive and/or pay certain fees in connection with its activities in buying, selling and holding loans. These fees are in addition to interest payments received, and may include facility fees, commitment fees, commissions and prepayment penalty fees. When a Fund buys a loan, it may receive a facility fee, and when it sells a loan, it may pay a facility fee. A Fund may receive a commitment fee based on the undrawn portion of the underlying line of credit portion of a loan, or, in certain circumstances, a Fund may receive a prepayment penalty fee on the prepayment of a loan by a borrower.

A Fund is not subject to any restrictions with respect to the maturity of Senior Loans it holds, and Senior Loans usually will have rates of interest that are redetermined either daily, monthly, quarterly, semi-annually or annually. Investment in Senior Loans with longer interest rate redetermination periods may increase fluctuations in a Fund’s NAV as a result of changes in interest rates. As short-term interest rates increase, interest payable to a Fund from its investments in Senior Loans should increase, and as short-term interest rates decrease, interest payable to a Fund from its investments in Senior Loans should decrease. The amount of time required to pass before a Fund will realize the effects of changing short-term market interest rates on its portfolio will vary depending on the interest rate redetermination period of the Senior Loan.

The participation interest and assignments in which a Fund intends to invest may not be rated by any nationally recognized rating service. A Fund may invest in loan participations and assignments with credit quality comparable to that of issuers of its securities investments.

In addition, it is conceivable that under emerging legal theories of lender liability, a Fund which purchases an assignment could be held liable as co-lender. It is unclear whether loans and other forms of direct indebtedness offer securities law protections against fraud and misrepresentation. In the absence of definitive regulatory guidance, a Fund will rely on the Manager’s research in an attempt to avoid situations where fraud or misrepresentation could adversely affect the Fund.

A Fund, pursuant to its fundamental investment restrictions, may also be a lender (originator), or part of a group of lenders originating a Senior Loan. When a Fund is a primary lender, it will have a direct contractual relationship with the borrower, may enforce compliance by the borrower with the terms of the loan agreement and may under contractual arrangements among the lenders have rights with respect to any funds acquired by other lenders through setoff. A lender also has full voting and consent rights under the applicable loan agreement. Action subject to lender vote or consent generally requires the vote or consent of the holders of a majority or some greater specified percentage of the outstanding principal amount of the Senior Loan. Certain decisions, such as reducing the amount or increasing the time for payment of interest on or repayment of principal of a Senior Loan, or releasing collateral therefor, frequently require the unanimous vote or consent of all lenders affected. When a Fund is a primary lender originating a Senior Loan, it may share in a fee paid by the borrower to the primary lenders. Other than Funds that invest in Senior Loans, a Fund will not act as the agent, originator, or principal negotiator or administrator of a Senior Loan.

If a Fund purchases a floating rate loan as part of the original group of lenders or issues loans directly to the borrower (a loan originator/primary lender), it may also be deemed an underwriter and may be subject to underwriting liability and litigation risk. There is a risk that lenders and investors in loans can be sued by other creditors and shareholders of the borrowers, and may need to serve on a creditor’s committee or seek to enforce the Fund’s rights in a bankruptcy proceeding. It is possible that losses could be greater than the original loan amount and that losses could occur years after the principal and interest on the loan has been repaid.

The Fund may also make its investments in floating rate loans through structured notes or swap agreements. Investments through these instruments involve counterparty risk, i.e., the risk that the party from which such instrument is purchased will not perform as agreed.

The Fund may incur legal expense in seeking to enforce its rights under a loan, and there can be no assurance of successor a recovery in excess of the Fund’s expenditures.

Some Funds limit the amount of assets that will be invested in any one issuer or in issuers within the same industry (see the “Investment Restrictions” section). For purposes of these limits, a Fund generally will treat the borrower as the “issuer” of indebtedness held by the Fund. In the case of loan participations where a bank or other lending institution serves as a financial intermediary between a Fund and the borrower, if the participation does not shift to the Fund the direct debtor-creditor relationship with the borrower, current SEC interpretations require the Fund to treat both the lending bank or other lending institution and the borrower as “issuers” for the purposes of determining whether the Fund has invested more than 5% of its total assets in a single issuer or more than 25% of its assets in a particular industry. Treating a financial intermediary as an issuer of indebtedness may restrict a Fund’s ability to invest in indebtedness related to a single financial intermediary, or a group of intermediaries engaged in the same industry, even if the underlying borrowers represent many different companies and industries. Investments in loan participations and assignments are considered to be debt obligations for purposes of the Trust’s investment restriction relating to the lending of funds or assets by a Fund.

Junior Loans. A Fund may invest in secured and unsecured subordinated loans, second lien loans and subordinated bridge loans (“Junior Loans”). Second lien loans are generally second in line in terms of repayment priority. A second lien loan may have a claim on the same collateral pool as the first lien or it may be secured by a separate set of assets, such as property, plants, or equipment. Second lien loans generally give investors priority over general unsecured creditors in the event of an asset sale. Junior Loans are subject to the same general risks inherent to any loan investment, including credit risk, market and liquidity risk, and interest rate risk. Due to their lower place in the Borrower’s capital structure and possible unsecured status, Junior Loans involve a higher degree of overall risk than Senior Loans of the same Borrower. A Fund may purchase Junior Loan interests either in the form of an assignment or a loan participation (see discussion above about “Loan Participations and Assignments”).

Municipal Securities

Municipal securities consist of bonds, notes and other instruments issued by or on behalf of states, territories and possessions of the United States (including the District of Columbia) and their political subdivisions, agencies or instrumentalities, the interest on which is exempt from regular federal income tax. Municipal securities are often issued to obtain funds for various public purposes. Municipal securities also include residual interest bonds and “private activity bonds” or industrial development bonds, which are issued by or on behalf of public authorities to obtain funds for privately operated facilities, such as airports and waste disposal facilities, and, in some cases, commercial and industrial facilities.

The yields and market values of municipal securities are determined primarily by the general level of interest rates, the creditworthiness of the issuers of municipal securities and economic and political conditions affecting such issuers. Due to their tax

exempt status, the yields and market prices and liquidity of municipal securities may be adversely affected by changes in tax rates and policies, which may have less effect on the market for taxable debt securities. Moreover, certain types of municipal securities, such as housing revenue bonds, involve prepayment risks which could affect the yield on such securities.

Investments in municipal securities are subject to the risk that the issuer could default on its obligations. Such a default could result from the inadequacy of the sources or revenues from which interest and principal payments are to be made or the assets collateralizing such obligations. Revenue bonds, including private activity bonds, are backed only by specific assets or revenue sources and not by the full faith and credit of the governmental issuer.

When a Fund purchases municipal securities, the Fund may acquire stand-by agreements from banks and broker-dealers with respect to those municipal securities. A stand-by commitment may be considered a security independent of the municipal security to which it relates. The amount payable by a bank or broker-dealer during the time a stand-by commitment is exercisable, absent unusual circumstances, would be substantially the same as the market value of the underlying municipal security. As with many principal OTC transactions, there is counter-party risk of default which could result in a loss to the Fund.

From time to time, legislation restricting or limiting the federal income tax exemption for interest on municipal securities is introduced in Congress. There is a risk that changes in the law could result in the municipal security losing its federal income tax exempt status.

Corporate Debt Securities

The debt securities in which a Fund may invest are limited to corporate debt securities (corporate bonds, debentures, notes, and other similar corporate debt instruments) which meet the minimum ratings criteria set forth for that particular Fund, or if unrated, are in the Manager’s opinion, comparable in quality to corporate debt securities in which a Fund may invest. In the event that a security owned by a Fund is downgraded to below the Fund’s respective minimum ratings criteria, the Fund may nonetheless retain the security.

The investment return on corporate debt securities reflects interest earnings and changes in the market value of the security. The market value of corporate debt obligations may be expected to rise and fall inversely with interest rates generally. There also exists the risk that the issuers of the securities may not be able to meet their obligations on interest or principal payments at the time called for by an instrument.

Tender Option Bonds. Tender option bonds are generally long-term securities that are coupled with the option to tender the securities to a bank, broker-dealer or other financial institution at periodic intervals and receive the face value of the bond. This type of security is commonly used as a means of enhancing the security’s liquidity.

Variable and Floating Rate Securities

Variable and floating rate securities provide for a periodic adjustment in the interest rate paid on obligations. The terms of such obligations must provide that interest rates are adjusted periodically based upon an appropriate interest rate adjustment index as provided in the respective obligations. The adjustment intervals may be regular, and range from daily to annually, or may be event based, such as based on a change in the prime rate.

The interest rate on a floating rate debt instrument (floater) is a variable rate which is tied to another interest rate, such as a money market index or Treasury bill rate. The interest rate on a floater resets periodically, typically every six months. While, because of the interest rate reset feature, floaters provide Funds with a certain degree of protection against rises in interest rates, Funds investing in floaters will participate in any declines in interest rates as well.

The interest rate on a leveraged inverse floating rate debt instrument (inverse floater) resets in the opposite direction from the market rate of interest to which the inverse floater is indexed. An inverse floater may be considered to be leveraged to the extent that its interest rate varies by a magnitude that exceeds the magnitude of the change in the index rate of interest. The higher degree of leverage inherent in inverse floaters is associated with greater volatility in their market values. Accordingly, duration of an inverse floater may exceed its stated final maturity. Certain inverse floaters may be deemed to be illiquid securities for purposes of a Fund’s limitations on investments in such securities.

A super floating rate collateralized mortgage obligation (super floater) is a leveraged floating-rate tranche in a CMO issue. At each monthly reset date, a super floater’s coupon rate is determined by a slated formula. Typically, the rate is a multiple of some index minus a fixed-coupon amount. When interest rates rise, a super floater is expected to outperform regular floating rate CMOs because of its leveraging factor and higher lifetime caps. Conversely, when interest rates fall, a super floater is expected to underperform floating rate CMOs because its coupon rate drops by the leveraging factor. In addition, a super floater may reach its cap as interest rates increase and may no longer provide the benefits associated with increasing coupon rates.

Custodial Receipts and Trust Certificates

Custodial receipts and trust certificates which may be underwritten by securities dealers or banks, representing interests in securities held by a custodian or trustee. The securities may include U.S. government securities, municipal securities or other types of securities in which a Fund may invest. The custodial receipts or trust certificates are underwritten by securities dealers or banks

and may evidence ownership of future interest payments, principal payments or both on the underlying securities, or, in some cases, the payment obligation of a third party that has entered into an interest rate swap or other arrangement with the custodian or trustee. For certain securities laws purposes, custodial receipts and trust certificates may not be considered obligations of the U.S. Government or other issuer of the securities held by the custodian or trustee. As a holder of custodial receipts and trust certificates, a Fund will bear its proportionate share of the fees and expenses charged to the custodial account or trust. A Fund may also invest in separately issued interests in custodial receipts and trust certificates.

Although under the terms of a custodial receipt or trust certificate a Fund would be typically authorized to assert their rights directly against the issuer of the underlying obligation, a Fund could be required to assert through the custodian bank or trustee those rights as may exist against the underlying issuers. Thus, in the event an underlying issuer fails to pay principal and/or interest when due, a Fund may be subject to delays, expenses and risks that are greater than those that would have been involved if the Fund had purchased a direct obligation of the issuer. In addition, in the event that the trust or custodial account in which the underlying securities have been deposited is determined to be an association taxable as a corporation, instead of a non-taxable entity, the yield on the underlying securities would be reduced in recognition of any taxes paid.

Certain custodial receipts and trust certificates may be synthetic or derivative instruments that have interest rates that reset inversely to changing short-term rates and/or have embedded interest rate floors and caps that require the issuer to pay an adjusted interest rate if market rates fall below or rise above a specified rate. Because some of these instruments represent relatively recent innovations, and the trading market for these instruments is less developed than the markets for traditional types of instruments, it is uncertain how these instruments will perform under different economic and interest-rate scenarios. Also, because these instruments may be leveraged, their market values may be more volatile than other types of debt instruments and may present greater potential for capital gain or loss. The possibility of default by an issuer or the issuer’s credit provider may be greater for these derivative instruments than for other types of instruments. In some cases, it may be difficult to determine the fair value of a derivative instrument because of a lack of reliable objective information and an established secondary market for some instruments may not exist. In many cases, the Internal Revenue Service has not ruled on the tax treatment of the interest received on the derivative instruments and, accordingly, purchases of such instruments are based on the opinion of counsel to the sponsors of the instruments.

Commercial Paper

Commercial paper obligations may include variable amount master demand notes. These are obligations that permit the investment of fluctuating amounts at varying rates of interest pursuant to direct arrangements between a Fund, as lender, and the borrower. These notes permit daily changes in the amounts borrowed. The lender has the right to increase the amount under the note at any time up to the full amount provided by the note agreement, or to decrease the amount, and the borrower may prepay up to the full amount of the note without penalty. Because variable amount master demand notes are direct lending arrangements between the lender and borrower, it is not generally contemplated that such instruments will be traded and there is no secondary market for these notes. However, they are redeemable (and thus immediately repayable by the borrower) at face value, plus accrued interest, at any time. In connection with master demand note arrangements, the Adviser or Manager will monitor, on an ongoing basis, the earning power, cash flow, and other liquidity ratios of the borrower and its ability to pay principal and interest on demand. The Adviser or Manager also will consider the extent to which the variable amount master demand notes are backed by bank letters of credit. These notes generally are not rated by a rating agency; a Fund may invest in them only if the Adviser or Manager believes that at the time of investment the notes are of comparable quality to the other commercial paper in which that Fund may invest. See Appendix A for a description of ratings applicable to commercial paper.

Convertible Securities

Convertible securities are debt securities which may be converted or exchanged at a stated exchange ratio into underlying shares of common stock. The exchange ratio for any particular convertible security may be adjusted from time to time due to stock splits, dividends, spin-offs, other corporate distributions, or scheduled changes in the exchange ratio. Convertible bonds and convertible preferred stocks, until converted, have general characteristics similar to both debt and equity securities. Although to a lesser extent than with debt securities generally, the market value of convertible securities tends to decline as interest rates increase and, conversely, tends to increase as interest rates decline. In addition, because of the conversion or exchange feature, the market value of convertible securities tends to vary with fluctuations in the market value of the underlying common stocks, and, therefore, also will react to variations in the general market for equity securities. A unique feature of convertible securities is that as the market price of the underlying common stock declines, convertible securities tend to trade increasingly on a yield basis, and so may not experience market value declines to the same extent as the underlying common stock. When the market price of the underlying common stock increases, the prices of the convertible securities tend to rise as a reflection of the value of the underlying common stock. While no securities investments are without risk, investments in convertible securities generally entail less risk than investments in common stock of the same issuer.

As debt securities, convertible securities are investments which provide for a stable stream of income with generally higher yields than common stocks. Of course, like all debt securities, there can be no assurance of current income because the issuers of the convertible securities may default in their obligations. Convertible securities, however, generally offer lower interest or dividend yields than non-convertible securities of similar quality because of the potential for capital appreciation.

A convertible security, in addition to providing fixed income, offers the potential for capital appreciation through the conversion feature which enables the holder to benefit from increases in the market price of the underlying common stock. In selecting the securities for a Fund, the Adviser or Manager gives substantial consideration to the potential for capital appreciation of the common stock underlying the convertible securities. However, there can be no assurance of capital appreciation because securities prices fluctuate.

Convertible securities generally are subordinated to other similar but non-convertible securities of the same issuer although convertible bonds, as corporate debt obligations, enjoy seniority in right of payment to all equity securities, and convertible preferred stock is senior to common stock, of the same issuer. However, because of the subordination feature, convertible bonds and convertible preferred stock typically have lower ratings than similar non-convertible securities.

A “synthetic convertible” is created by combining distinct securities which possess the two principal characteristics of a true convertible, i.e., fixed income (debt component) and the right to acquire equity securities (convertibility component). This combination is achieved by investing in non-convertible debt securities (non-convertible bonds and preferred stocks) and in warrants, granting the holder the right to purchase a specified quantity of securities within a specified period of time at a specified price.

However, the synthetic convertible differs from the true convertible security in several respects. Unlike a true convertible, which is a single security having a unitary market value, a synthetic convertible is comprised of two distinct securities, each with its own market value. Therefore, the “market value” of a synthetic convertible is the sum of the values of its debt component and its convertibility component. For this reason, the value of a synthetic convertible and a true convertible security will respond differently to market fluctuations.

More flexibility is possible in the assembly of a synthetic convertible than in the purchase of a convertible security in that its two components may be purchased separately. For example, a Manager may purchase a warrant for inclusion in a synthetic convertible but temporarily hold short-term investments while postponing purchase of a corresponding bond pending development of more favorable market conditions.

A holder of a synthetic convertible faces the risk that the price of the stock underlying the convertibility component will decline, causing a decline in the value of the warrant; should the price of the stock fall below the exercise price and remain there throughout the exercise period, the entire amount paid for the warrant would be lost. Since a synthetic convertible includes the debt component as well, the holder of a synthetic convertible also faces the risk that interest rates will rise, causing a decline in the value of the debt instrument.

Contingent Convertible Securities (“CoCos”). CoCos are a form of hybrid debt security that either convert into common stock of the security’s issuer or have their principal written down upon the occurrence of certain “triggers.” These triggers are generally linked to capital thresholds required by the regulator of the issuer or regulatory actions calling into question the issuer’s continued viability as a going concern (such as where the issuer receives specified levels of extraordinary governmental support). CoCos’ equity conversion or principal write-down features are specific to the issuer and its regulatory requirements, and therefore vary depending upon the issuer of the CoCo. In addition, certain CoCos have a set stock conversion rate that triggers an automatic write-down of capital if the price of the issuer’s stock is below a predetermined price on the conversion date. Under these circumstances, the liquidation value of the CoCos may be adjusted downward to below the original par value. This downward adjustment would occur automatically and would not entitle the holders of the CoCos to seek bankruptcy of the issuer. In certain circumstances, CoCos may write down to zero and an investor could lose the entire value of its investment, even if the issuer remains a going concern. Further, CoCos may be subject to redemption at the option of the issuer at a predetermined price.

Some additional risks associated with CoCos may include, but are not limited to:

· Loss absorption risk. CoCos have fully discretionary coupons. This means coupons can potentially be deferred or cancelled at the issuer’s discretion or at the request of the relevant regulatory authority in order to help the issuer absorb losses.

· Reduced Income or Loss of Income. Upon conversion of CoCos into common stock, investors in the CoCos could experience a reduced income rate, potentially to zero, because the common stock of the issuer may not pay a dividend.

· Subordinated instruments. CoCos will, in the majority of circumstances, be issued in the form of subordinated debt instruments in order to provide the appropriate regulatory capital treatment prior to a conversion. Accordingly, in the event of liquidation, dissolution or winding-up of an issuer prior to a conversion having occurred, the rights and claims of the holders of the CoCos, such as the Funds, against the issuer in respect of or arising under the terms of the CoCos shall generally rank junior to the claims of all holders of unsubordinated obligations of the issuer, worsening the holder’s standing in a bankruptcy. In addition, if the CoCos are converted into the issuer’s underlying equity securities following a conversion event (i.e., a “trigger”), each holder will be subordinated due to their conversion from being the holder of a debt instrument to being the holder of an equity instrument, again worsening the holder’s standing in a bankruptcy.

· Market value will fluctuate based on unpredictable factors. The value of CoCos is unpredictable and will be influenced by many factors including, without limitation: (i) the creditworthiness of the issuer and/or fluctuations in such issuer’s

applicable capital ratios; (ii) supply and demand for the CoCos; (iii) general market conditions and available liquidity; and (iv) economic, financial and political events that affect the issuer, its particular market or the financial markets in general.

Duration

Duration is a measure of the average life of a bond on a present value basis, which was developed to incorporate a bond’s yield, coupons, final maturity and call features into one measure. Duration is one of the fundamental tools that may be used by the Adviser or Manager in debt security selection. In this discussion, the term “bond” is generally used to connote any type of debt instrument.

Most notes and bonds provide interest (coupon) payments in addition to a final (par) payment at maturity. Some obligations also feature call provisions. Depending on the relative magnitude of these payments, debt obligations may respond differently to changes in the level and structure of interest rates. Traditionally, a debt security’s “term to maturity” has been used as a proxy for the sensitivity of the security’s price to changes in interest rates (which is the “interest rate risk” or “volatility” of the security). However, “term to maturity” measures only the time until a debt security provides its final payment, taking no account of the pattern of the security’s payments prior to maturity.

Duration is a measure of the average life of a debt security on a present value basis. Duration takes the length of the time intervals between the present time and the time that the interest and principal payments are scheduled or, in the case of a callable bond, expected to be received, and weights them by the present values of the cash to be received at each future point in time. For any debt security with interest payments occurring prior to the payment of principal, duration is always less than maturity. In general, all other things being the same, the lower the stated or coupon rate of interest of a debt security, the longer the duration of the security; conversely, the higher the stated or coupon rate of interest of a debt security, the shorter the duration of the security.

Although frequently used, the “term of maturity” of a bond may not be a useful measure of the longevity of a bond’s cash flow because it refers only to the time remaining to the repayment of principal or corpus and disregards earlier coupon payments. Stated alternatively, the term of maturity does not provide a prospective investor with a clear understanding of the time profile of cash flows over the life of a bond. Thus, for example, three bonds with the same maturity may not have the same investment characteristics (such as risk or repayment time). One bond may have large coupon payments early in its life, whereas another may have payments distributed evenly throughout its life. Some bonds (such as zero coupon bonds) make no coupon payments until maturity. To assess the value of these bonds, not only the final payment or sum of payments on the bond, but also the timing and magnitude of payments, are important to consider.

Another way of measuring the longevity of a bond’s cash flow is to compute a simple average time to payment, where each year is weighted by the number of dollars the bond pays that year. This concept is termed the “dollar-weighted mean waiting time,” indicating that it is a measure of the average time to payment of a bond’s cash flow. A shortcoming of this approach is that it assigns equal weight to each dollar paid over the life of a bond, regardless of when the dollar is paid. Since the present value of a dollar decreases with the amount of time which must pass before it is paid, a better method might be to weight each year by the present value of the dollars paid that year. This calculation puts the weights on a comparable basis and creates a definition of longevity which is known as duration.

A bond’s duration depends upon three variables: (i) the maturity of the bond; (ii) the coupon payments attached to the bond; and (iii) the bond’s yield to maturity. Yield to maturity, or investment return as used here, represents the approximate return an investor purchasing a bond may expect if he holds that bond to maturity. In essence, yield to maturity is the rate of interest which, if applied to the purchase price of a bond, would be capable of exactly reproducing the entire time schedule of future interest and principal payments.

Increasing the size of the coupon payments on a bond, while leaving the maturity and yield unchanged, will reduce the duration of the bond. This follows because bonds with higher coupon payments pay relatively more of their cash flows sooner. Increasing the yield to maturity on a bond (e.g., by reducing its purchase price), while leaving the term to maturity and coupon payments unchanged, also reduces the duration of the bond. Because a higher yield leads to lower present values for more distant payments relative to earlier payments, and, to relatively lower weights attached to the years remaining to those payments, the duration of the bond is reduced.

There are some situations where the standard duration calculation does not properly reflect the interest rate exposure of a security. For example, floating and variable rate securities often have final maturities of ten or more years; however, their interest rate exposure corresponds to the frequency of the coupon reset. Another example where the interest rate exposure is not properly captured by duration is mortgage pass-throughs. The stated final maturity is generally 30 years but current prepayment rates are more critical in determining the securities’ interest rate exposure. In these and other similar situations, the Adviser or Manager of a Fund may use other analytical techniques which incorporate the economic life of a security into the determination of its interest rate exposure.

Futures, options, and options on futures have durations which, in general, are closely related to the duration of the securities which underlie them. Holding long futures or call option positions will lengthen the fund duration if interest rates go down and bond prices go up by approximately the same amount that holding an equivalent amount of the underlying securities would.

Short futures or put option positions have durations roughly equal to the negative duration of the securities that underlie those positions, and have the effect of reducing fund duration if interest rates go up and bond prices go down by approximately the same amount that selling an equivalent amount of the underlying securities would.

Repurchase Agreements

Repurchase agreements entail a Fund’s purchase of a fund eligible security from a bank or broker-dealer that agrees to repurchase the security at the Fund’s cost plus interest within a specified time (normally one day). Repurchase agreements permit an investor to maintain liquidity and earn income over periods of time as short as overnight. The term of such an agreement is generally quite short, possibly overnight or for a few days, although it may extend over a number of months (up to one year) from the date of delivery. The repurchase price is in excess of the Fund’s purchase price by an amount which reflects an agreed upon market rate of return, effective for the period of time a Fund is invested in the security. This results in a fixed rate of return protected from market fluctuations during the period of the agreement. This rate is not tied to the coupon rate on the security subject to the repurchase agreement.

If the party agreeing to repurchase should default and if the value of the underlying securities held by a Fund should fall below the repurchase price, a loss could be incurred. A Fund also might incur disposition costs in connection with liquidating the securities. Repurchase agreements will be entered into only where the underlying security is a type of security in which the Fund may invest, as described in the Prospectus and in this SAI.

Under the 1940 Act, repurchase agreements are considered to be loans by the purchaser collateralized by the underlying securities. Repurchase agreements are commonly used to earn a return on cash held in a Fund. When a repurchase agreement is entered into for the purposes of earning income, the Adviser or Manager to a Fund monitors the value of the underlying securities at the time the repurchase agreement is entered into and during the term of the agreement to ensure that its daily marked-to-market value always equals or exceeds the agreed upon repurchase price to be paid to a Fund. The Adviser or Manager, in accordance with procedures established by the Board of Trustees, also evaluates the creditworthiness and financial responsibility of the banks and brokers or dealers with which a Fund enters into repurchase agreements. For a Fund that is eligible to sell securities short, as described in the Prospectuses and in this SAI, repurchase agreements may also be used to affect the short sale of a security. When using a repurchase agreement to affect the short sale of a security, the Adviser or Manager of the Fund monitors the value of the underlying securities at the time the repurchase agreement is entered into and during the term of the agreement to ensure that the daily marked-to-market value of the underlying securities always equals or exceeds at least 95% of the agreed upon repurchase price to be paid to the Fund.

A Fund may not enter into a repurchase agreement having more than seven days remaining to maturity if, as a result, such agreements, together with any other securities which are not readily marketable, would exceed 15% of the net assets of a Fund.

Borrowing

Each Fund may borrow up to certain limits. A Fund may not borrow if, as a result of such borrowing, the total amount of all money borrowed, including reverse repurchase agreements, by a Fund exceeds 33⅓% of the value of its total assets (at the time of such borrowing). Except as otherwise provided, each Fund also may borrow money for temporary administrative purposes in an amount not to exceed 5% of a Fund’s total assets. Provisions of the 1940 Act require a fund to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed, with an exception for borrowings not in excess of 5% of a Fund’s total assets made for temporary administrative purposes. This borrowing may be secured or unsecured. Borrowing may exaggerate the effect on net asset value of any increase or decrease in the market value of a Fund. The cost of borrowing may reduce a Fund’s return. Money borrowed will be subject to interest costs which may or may not be recovered by appreciation of the securities purchased.

A Fund also may be required to maintain minimum average balances in connection with such borrowing or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate. Reverse repurchase agreements will be included as borrowing subject to the borrowing limitations described above.

Reverse Repurchase Agreements and Other Borrowings

Reverse repurchase agreements, among the forms of borrowing, involve the sale of a debt security held by a Fund to another party, such as a bank or broker-dealer, with an agreement by that Fund to repurchase the security at a stated price, date and interest payment. Under a reverse repurchase agreement, the Fund continues to receive any principal and interest payments on the underlying security during the term of the agreement.

A Fund may use the proceeds of a reverse repurchase agreement to purchase other securities. The use of reverse repurchase agreements by a Fund creates leverage which increases a Fund’s investment risk. If the income and gains on securities purchased with the proceeds of reverse repurchase agreements exceed the cost of the agreements, a Fund’s earnings or net asset value will increase faster than otherwise would be the case; conversely, if the income and gains fail to exceed the costs, earnings or net asset value would decline faster than otherwise would be the case. A Fund will typically enter into a reverse repurchase agreement when it

anticipates the interest income to be earned from the investment of the proceeds of the transaction will be greater than the interest expense of the transaction. However, reverse repurchase agreements involve the risk that the market value of securities purchased by a Fund may decline below the repurchase price of the securities sold by the Fund which it is obligated to repurchase.

The Fund typically will segregate or “earmark” assets determined to be liquid by the Fund in accordance with procedures established by the Board of Trustees, equal (on a daily mark-to-market basis) to its obligations under reverse repurchase agreements. With respect to reverse repurchase agreements in which banks are counterparties, the Fund may treat such transactions as bank borrowings, which would be subject to the Fund’s limitations on borrowings. Such treatment would, among other things, restrict the aggregate of such transactions (plus any other borrowings) to one third of a Fund’s total assets.

Forward Commitment Agreements and When-Issued or Delayed Delivery Securities

Forward commitment agreements (also referred to as forward contracts or forwards) are agreements for the purchase of securities at an agreed upon price on a specified future date. A Fund may purchase new issues of securities on a “when-issued” or “delayed delivery” basis, whereby the payment obligation and interest rate on the instruments are fixed at the time of the transaction or in some cases may be conditioned on a subsequent event. Such transactions might be entered into, for example, when the Adviser or Manager to a Fund anticipates a decline in the yield of securities of a given issuer and is able to obtain a more advantageous yield by committing currently to purchase securities to be issued or delivered later.

Liability for the purchase price — and all the rights and risks of ownership of the securities — accrue to a Fund at the time it becomes obligated to purchase such securities on a forward commitment, when-issued or delayed delivery basis, although delivery and payment occur at a later date. Accordingly, if the market price of the security should decline, the effect of the agreement would be to obligate the Fund to purchase the security at a price above the current market price on the date of delivery and payment. During the time the Fund is obligated to purchase such securities it will segregate assets consisting of U.S. government securities, cash or liquid securities marked-to-market daily of an aggregate current value sufficient to make payment for the securities. Delayed delivery, when-issued and forward commitments purchases involve a risk of loss if the value of the securities declines prior to the settlement date.

When a Fund sells a security on a forward commitment, when-issued or delayed delivery basis, the Fund does not participate in future gains or losses with respect to the security. If the other party to the transaction fails to pay for the security, the Fund could suffer a loss. Additionally, when selling a security on a forward commitment, when-issued or delayed delivery basis without owning the security, a Fund will incur a loss if the security’s price appreciates in value above the agreed upon price on the settlement date.

Short Sales

A short sale is a transaction in which a Fund sells a security it does not own in anticipation of a decline in the market price. Even during normal or favorable market conditions, a Fund may make short sales in an attempt to maintain fund flexibility and facilitate the rapid implementation of investment strategies if the Manager believes that the price of a particular security or group of securities is likely to decline.

When a Fund makes a short sale, a Fund must arrange through a broker or other institution to borrow the security to deliver to the buyer; and, in so doing, a Fund becomes obligated to replace the security borrowed at its market price at the time of replacement, whatever that price may be. A Fund may have to pay a premium and other transaction costs to borrow the security, which would increase the cost of the security sold short. A Fund must also pay any dividends or interest payable on the security until the Fund replaces the security.

The Fund must normally repay to the lender an amount equal to any dividends or interest that accrues while the loan is outstanding. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the Fund may be required to pay in connection with the short sale. Also, the lender of a security may terminate the loan at a time when the Fund is unable to borrow the same security for delivery. In that case, the Fund would need to purchase a replacement security at the then current market price “buy in” by paying the lender an amount equal to the cost of purchasing the security.

Until the Fund replaces a borrowed security, it is required to maintain a segregated account of cash or liquid assets with a broker or custodian to cover the Fund’s short position by collateral deposited with the broker or the Fund’s custodian, consisting of cash, U.S. government securities or other securities acceptable to the broker. In addition, with respect to any short sale, other than short sales against the box, a Fund will be required to segregate cash or liquid securities, marked-to-market daily, in an amount such that the value of the sum of both collateral deposits is at all times equal to at least 100% of the current market value of the securities sold short. This may limit the Fund’s investment flexibility, as well as its ability to meet redemption requests or other current obligations. While derivative instruments are excluded from the definition of a short sale, a Fund that may enter into short sales on derivative instruments with a counterparty will be subject to counterparty risk (i.e., the risk that the Fund’s counterparty will not satisfy its obligation under the particular derivative contract), in addition to risks relating to derivatives and short sales.

Short Sales Against the Box

A short sale is “against the box” when a Fund enters into a transaction to sell a security short as described above, while at all times during which a short position is open, maintaining an equal amount of such securities, or owning securities giving it the right, without payment of future consideration, to obtain an equal amount of securities sold short. The Fund’s obligation to replace the securities sold short is then completed by purchasing the securities at their market price at time of replacement.

Illiquid and Restricted Securities (including Private Placements)

Generally, a security is considered illiquid if it cannot be disposed of within seven days in the ordinary course of business at approximately the amount at which a Fund has valued its securities. Its illiquidity might prevent the sale of such security at a time when a Manager might wish to sell, and these securities could have the effect of decreasing the overall level of a Fund’s liquidity. High yield/high-risk bonds (including floating rate loans) may be less liquid than higher quality investments. Further, the lack of an established secondary market may make it more difficult to value illiquid securities, requiring a Fund to rely on judgments that may be somewhat subjective in determining value, which could vary from the amount that a Fund could realize upon disposition. Illiquid securities are considered to include among other things, certain loan participation interests, fixed time deposits which are not subject to prepayment or provide for withdrawal penalties upon prepayment (other than overnight deposits), and other securities whose disposition is restricted under federal securities laws.

A Fund will not acquire restricted securities (including privately placed securities) if they are illiquid and other securities that are illiquid, such as repurchase agreements maturing in more than seven days, if as a result of such purchases, illiquid holdings would comprise more than 15% of the value of the Fund’s net assets. If through the appreciation of illiquid securities or depreciation of liquid securities, the Fund holds a greater percentage of illiquid securities than its applicable limit, the Manager will take appropriate steps to address Fund liquidity.

The privately placed securities in which these Funds may invest are called restricted securities because there are restrictions or conditions attached to their resale. Restricted securities may be sold only in a public offering with respect to which a registration statement is in effect under the 1933 Act or in a transaction exempt from such registration such as certain privately negotiated transactions. Where registration is required, a Fund may be obligated to pay all or part of the registration expenses and a considerable period may elapse between the time of the decision to sell and the time a Fund may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the Fund might obtain a less favorable price than prevailed when it decided to sell. Restricted securities will be priced at fair value as determined in good faith under the direction of the Board of Trustees.

Certain restricted securities may be purchased by certain “qualified institutional buyers” without the necessity for registration of the securities. These securities are often called Rule 144A securities. A Fund may acquire such a security without the security being treated as illiquid for purposes of the above-described limitation on acquisition of illiquid assets if the Manager determines that the security is liquid under guidelines adopted by the Trust’s Board of Trustees. Investing in such restricted securities could have the effect of increasing the level of the Fund’s illiquidity to the extent that qualified institutional buyers become, for a time, uninterested in purchasing these securities.

Private Investment in Public Equity (“PIPE”). In a typical PIPE transaction, the issuer sells shares of common stock at a discount to current market prices to a Fund and may also issue warrants enabling a Fund to purchase additional shares at a price equal to or at a premium to current market prices. Because the shares issued in a PIPE transaction are “restricted securities” under the federal securities laws, a Fund cannot freely trade the securities until the issuer files a registration statement to provide for the public resale of the shares, which typically occurs shortly after the completion of the PIPE transaction, and the public registration process with the SEC is completed. Generally, such restrictions cause the PIPEs to be illiquid during this time, a period which can last many months. PIPEs may contain provisions that the issuer will pay specified financial penalties to a Fund if the issuer does not publicly register the restricted equity securities within a specified period of time to make a Fund whole for the lack of liquidity, but there is no assurance that the securities will be publicly registered, or that the registration will be maintained.

Small-Capitalization Stocks

Investments in larger companies present certain advantages in that such companies generally have greater financial resources, more extensive research and development, manufacturing, marketing and service capabilities, more stability and greater depth of management and technical personnel. Investments in smaller, less seasoned companies may present greater opportunities for growth but also involve greater risks than customarily are associated with more established companies. The securities of smaller companies may be subject to more abrupt or erratic market movements than larger, more established companies. These companies may have limited product lines, markets or financial resources, or they may be dependent upon a limited management group. Their securities may be traded only in the OTC market or on a regional securities exchange and may not be traded every day or in the volume typical of trading on a major securities exchange. As a result, the disposition by a Fund of securities to meet redemptions, or otherwise, may require a Fund to sell these securities at a discount from market prices or to sell during a period when such disposition is not desirable or to make many small sales over a lengthy period of time.

Foreign Securities

Foreign securities may be listed or traded in the form of depositary receipts including, but not limited to, ADRs, EDRs, GDRs, International Depositary Receipts (“IDRs”) and non-voting depositary receipts (collectively “Depositary Receipts”). ADRs are dollar-denominated receipts issued generally by domestic banks and representing the deposit with the bank of a security of a foreign issuer. ADRs are publicly-traded on exchanges or OTC in the United States. EDRs, IDRs and GDRs are receipts evidencing an arrangement with a non-U.S. bank similar to that for ADRs and are designed for use in the non-U.S. securities markets. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security. Non-voting depositary receipts (“NVDRs”) have similar financial rights as common stocks but do not have voting rights.

Investing in the securities of foreign issuers involves special risks and considerations not typically associated with investing in U.S. companies. These risks are intensified with respect to investments in emerging market countries. These include differences in accounting, auditing and financial reporting standards, generally higher commission rates on foreign transactions, the possibility of expropriation, nationalization, or confiscatory taxation, adverse changes in investment or exchange control regulations, trade restrictions, political instability (which can affect U.S. investments in foreign countries), the impact of economic sanctions, and potential restrictions on the flow of international capital. It may be more difficult to obtain and enforce judgments against foreign entities. If the United States imposes economic sanctions against a foreign government or issuers, a Fund’s investments in issuers subject to such sanctions may be frozen, prohibiting the Fund from selling or otherwise transacting in these instruments, and a Fund may be prohibited from investing in such issuers. Additionally, income (including dividends and interest) and capital gains from foreign securities may be subject to foreign taxes, including foreign withholding taxes, and other foreign taxes may apply with respect to securities transactions. Transactions on foreign exchanges or OTC markets may involve greater time from the trade date until settlement than for domestic securities transactions and, if the securities are held abroad, may involve the risk of possible losses through the holding of securities in custodians and depositories in foreign countries. Foreign securities often trade with less frequency and volume than domestic securities and therefore may exhibit greater price volatility. Changes in foreign exchange rates will affect the value of those securities which are denominated or quoted in currencies other than the U.S. dollar. Investing in Depositary Receipts may involve many of the same special risks associated with investing in securities of foreign issuers.

There is generally less publicly available information about foreign companies comparable to reports and ratings that are published about companies in the United States. Foreign companies are also generally not subject to uniform accounting and auditing and financial reporting standards, practices, and requirements comparable to those applicable to U.S. companies.

Semi-governmental securities are securities issued by entities owned by either a national, state or equivalent government or are obligations of one of such government jurisdictions that are not backed by its full faith and credit and general taxing powers. Eurobonds are bonds denominated in U.S. dollars or other currencies and sold to investors outside the country where currency is used. Yankee bonds are U.S. dollar-denominated obligations issued in the U.S. capital markets by foreign issuers. Yankee bonds are subject to certain sovereign risks.

It is contemplated that most foreign securities will be purchased in OTC markets or on stock exchanges located in the countries in which the respective principal offices of the issuers of the various securities are located, if that is the best available market. Foreign stock markets are generally not as developed or efficient as those in the United States. While growing in volume, they usually have substantially less volume than the New York Stock Exchange, and securities of some foreign companies are less liquid and more volatile than securities of comparable U.S. companies. Similarly, volume and liquidity in most foreign bond markets is less than in the United States and at times, volatility of price can be greater than in the United States. Fixed commissions on foreign stock exchanges are generally higher than negotiated commissions on U.S. exchanges, although the Funds will endeavor to achieve the most favorable net results on their transactions. There is generally less government supervision and regulation of stock exchanges, brokers, and listed companies than in the United States.

With respect to certain foreign countries, there is the possibility of adverse changes in investment or exchange control regulations, nationalization, expropriation or confiscatory taxation, limitations on the removal of funds or other assets of a Fund, political or social instability, or diplomatic developments which could affect United States investments in those countries. Moreover, individual foreign economies may differ favorably or unfavorably from the United States’ economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency, and balance of payments position.

The dividends and interest payable on certain of a Fund’s foreign securities may be subject to foreign withholding taxes, thus reducing the net amount of income available for distribution.

Investment in foreign securities also involves the risk of possible losses through the holding of securities in custodian banks and securities depositories in foreign countries. (See the “Transfer Agency and Custody Services” section for more information concerning the Trust’s custodian and foreign sub-custodian.) No assurance can be given that expropriation, nationalization, freezes, or confiscation of assets, which would impact assets of a Fund, will not occur, and shareholders bear the risk of losses arising from these or other events.

There are frequently additional expenses associated with maintaining the custody of foreign investments. Expenses of maintaining custody of Fund investments are paid by each Fund. This may lead to higher expenses for Funds that have foreign investments.

Unless otherwise noted, an issuer of a security may be deemed to be located in or economically tied to a particular country if it meets one or more of the following criteria: (i) the issuer or guarantor of the security is organized under the laws of, or maintains its principal place of business in, such country; (ii) the currency of settlement of the security is the currency of such country; (iii) the principal trading market for the security is in such country; (iv) during the issuer’s most recent fiscal year, it derived at least 50% of its revenues or profits from goods produced or sold, investments made, or services performed in such country or has at least 50% of its assets in that country; or (v) the issuer is included in an index that is representative of that country. In the event that an issuer may be considered to be located in or economically tied to more than one country based on these criteria (for example, where the issuer is organized under the laws of one country but derives at least 50% of its revenues or profits from goods produced or sold in another country), the Manager may classify the issuer in its discretion based on an assessment of the relevant facts and circumstances.

Emerging Markets. There are greater risks involved in investing in emerging market countries and/or their securities markets, such as less diverse and less mature economic structures, less stable political systems, more restrictive foreign investment policies, smaller-sized securities markets and low trading volumes. Such risks can make investments illiquid and more volatile than investments in developed countries and such securities may be subject to abrupt and severe price declines.

Each of the emerging market countries, including those located in Latin America, the Middle East, Asia and Eastern Europe, and frontier markets (emerging market countries in an earlier stage of development) may be subject to a substantially greater degree of economic, political and social instability and disruption than is the case in the U.S., Japan and most developed markets countries. This instability may result from, among other things, the following: (i) authoritarian governments or military involvement in political and economic decision making, including changes or attempted changes in governments through extra-constitutional means; (ii) popular unrest associated with demands for improved political, economic or social conditions; (iii) internal insurgencies; (iv) hostile relations with neighboring countries; (v) ethnic, religious and racial disaffection or conflict; and (vi) the absence of developed legal structures governing foreign private investments and private property. Such economic, political and social instability could disrupt the principal financial markets in which a Fund may invest and adversely affect the value of a Fund’s assets. A Fund’s investments could in the future be adversely affected by any increase in taxes or by political, economic or diplomatic developments, including the impact of any economic sanctions. Investment opportunities within certain emerging markets, such as countries in Eastern Europe, may be considered “not readily marketable” for purposes of the limitation on illiquid securities set forth above.

Included among the emerging market debt obligations in which a Fund may invest are “Brady Bonds,” which are created through the exchange of existing commercial bank loans to sovereign entities for new obligations in connection with debt restructuring under a plan introduced by former U.S. Secretary of the Treasury, Nicholas F. Brady (the “Brady Plan”). Brady Bonds are not considered U.S. government securities and are considered speculative. Brady Bonds have been issued relatively recently, and accordingly, do not have a long payment history. They may be collateralized or uncollateralized, or have collateralized or uncollateralized elements, and issued in various currencies (although most are U.S. dollar-denominated), and they are traded in the OTC secondary market.

Brady Bonds involve various risk factors including residual risk and the history of defaults with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds. There can be no assurance that Brady Bonds in which a Fund may invest will not be subject to restructuring arrangements or to requests for new credit, which may cause a Fund to suffer a loss of interest or principal on any of its holdings.

Supranational Entities. Supranational entities are entities designated or supported by national governments to promote economic reconstruction, development or trade amongst nations. Examples of supranational entities include the International Bank for Reconstruction and Development (the “World Bank”) and the European Investment Bank. Obligations of supranational entities are subject to the risk that the governments on whose support the entity depends for its financial backing or repayment may be unable or unwilling to provide that support. Obligations of a supranational entity that are denominated in foreign currencies will also be subject to the risks associated with investments in foreign currencies.

Eurozone Risk. The European Economic and Monetary Union, often referred to as the “Eurozone,” is a group of member countries that have adopted the euro as their official currency and, as a result, are subject to the monetary policies of the European Central Bank (“ECB”). As a Eurozone member, a country’s ability to address any budgetary and economic issues may be limited due to the restrictions on public debt, inflation and deficits that are placed on member countries, or due to political or fiscal policy considerations.

Certain countries have required financial assistance from other Eurozone countries and may continue to be dependent on the assistance from others such as the ECB, the International Monetary Fund, or other governments and institutions to address those issues. There is no assurance that such financial assistance will be provided to the same or additional countries in the future. The economic difficulties of a Eurozone country may negatively impact other Eurozone countries and euro-denominated securities that are not directly tied to that country.

As a result of economic difficulties, one or more Eurozone countries might abandon the euro and return to a national currency. The effects of such an event might have significant negative impacts on that country, the rest of the European Union, and global markets, including the United States. The abandonment of the euro by any one country would likely have a destabilizing effect on all Eurozone countries and may result in other Eurozone countries returning to a national currency, resulting in further market turmoil.

In the event a country abandoned the euro, there may be difficulties determining the valuation of a Fund’s investments in that country. There would also likely be operational difficulties related to the settlement of trades of a Fund’s euro-denominated holdings, including derivatives, in that country, and a Fund’s euro-denominated holdings may be redenominated in another currency. Under such circumstances, investments denominated in euros or redenominated in replacement currencies may be difficult to value, the ability to operate an investment strategy in connection with euro-denominated securities may be significantly impaired, and the value of euro-denominated investments may decline significantly and unpredictably.

Passive Foreign Investment Companies (“PFICs”). Certain Funds may invest in the stock of foreign corporations, which may be classified under the Internal Revenue Code of 1986, as amended (the “Code”), as PFICs. In general, a foreign corporation is categorized as a PFIC if either (i) 75% or more of its gross income is from passive income (as defined in Section 1297 of the Code), or (ii) 50% or more of the value of its assets either produce or are held for the production of passive income.

PFICs are subject to complicated and strict tax guidelines imposed by the Internal Revenue Service. For additional information, see the “Taxation” section.

Investments in Other Investment Company Securities

Under the 1940 Act, subject to certain exceptions, a Fund (other than the Portfolio Optimization Funds and Pacific Funds Diversified Alternatives) may not own more than 3% of the outstanding voting stock of an investment company, invest more than 5% of its total assets in any one investment company, or invest more than 10% of its total assets in the securities of investment companies. Such investments may include open-end investment companies, closed-end investment companies, unit investment trusts (“UITs”) and ETFs. These limitations do not apply to investments in securities of companies that are excluded from the definition of an investment company under the 1940 Act, such as hedge funds or private investment funds. Underlying Funds may not invest in securities of other investment companies in reliance on Section 12(d)(1)(F) or (G) of the 1940 Act, or any successor provisions. In some instances, a Fund may invest in an investment company, including an unregistered investment company, in excess of these limits. This may occur, for instance, when a Fund invests collateral it receives from loaning its portfolio securities. As the shareholder of another investment company, a Fund would bear, along with other shareholders, its pro rata portion of the other investment company’s expenses, including advisory fees. Such expenses are in addition to the expenses a Fund pays in connection with its own operations.

Despite the possibility of greater fees and expenses, investments in other investment companies may be attractive for several reasons, especially in connection with foreign investments. Because of restrictions on direct investment by U.S. entities in certain countries, investing indirectly in such countries (by purchasing shares of another fund that is permitted to invest in such countries) may be the most practical and efficient way for a Fund to invest in such countries. In other cases, when a Manager desires to make only a relatively small investment in a particular country, investing through another fund that holds a diversified portfolio in that country may be more effective than investing directly in issuers in that country.

ETFs. Individual investments in ETFs generally are not redeemable, but are instead purchased and sold on a secondary market, such as an exchange, similar to a share of common stock. Large quantities of ETFs, also known as “Creation Units,” are redeemable directly from the ETF. The liquidity of small holdings of ETFs, therefore, will depend upon the existence of a secondary market.

The price of an ETF is based upon the securities held by the ETF. Accordingly, the level of risk involved in the purchase or sale of an ETF is similar to the risk involved in the purchase or sale of the securities held by the ETF. ETFs include, among others, SPDRs, OPALs and iShares. ETFs generally acquire and hold securities of all of the companies, or a representative sampling, that are components of a particular index. ETFs may also be actively managed similar to other types of investment companies. Typically ETFs are intended to provide investment results that, before fees and expenses, generally correspond to the price and yield performance of the target index, and the value of their shares should, under normal circumstances, closely track the value of that index’s underlying component securities. Because an ETF has operating expenses and transaction costs, while a market index does not, ETFs that track particular indices typically will be unable to exactly match the performance of the index. As a security listed on an exchange and traded in the secondary market, ETF shares may trade at a premium or discount to their NAV, and trading in ETF shares may be suspended or halted by its listing exchange.

Business Development Company (“BDC”). One type of closed-end investment company available for Fund investment is a BDC. BDCs are registered investment vehicles regulated by the 1940 Act. BDCs typically invest in small and medium sized companies which may be privately owned and may not have access to public equity markets for capital raising purposes. BDCs frequently make available managerial assistance to the issuers of such securities.

Investments in BDCs include risks associated with their holdings of smaller issuers and private companies. Generally, public information for BDC holdings is limited and there is a risk that investors may not be able to make fully informed investment decisions. BDC holdings of small and mid-sized companies are speculative, and generally involve a greater risk than established publicly-traded companies with larger market capitalization. Companies in their developmental stages may have a shorter history of operations, a more limited ability to raise capital, inexperienced management and limited product lines, and more speculative prospects for future growth or sustained earnings or market share than larger, more established companies. Holdings of a BDC may be more adversely affected by economic or market conditions, with greater market volatility risk.

BDCs may also invest in the debt of a company, which involves risk that the company may default on its payments or declare bankruptcy. Many of the debt investments in which a BDC may invest will not be rated by a credit rating agency and may be below investment grade quality. Some BDCs invest substantially, or even exclusively, in one sector or industry group. As a result of this concentration, a BDC will be more susceptible to adverse economic, business, regulatory or other developments affecting an industry or group of related industries, which in turn will increase the risk and volatility of a BDC. A BDC with a smaller number of holdings will have greater exposure to those holdings which could increase potential price volatility as compared to other investment companies with a greater number of holdings. A BDC may utilize leverage to gain additional investment exposure. The loss on a leveraged investment may far exceed the principal amount invested, magnifying gains and losses and therefore increase price volatility. The use of leverage may result in a BDC having to liquidate holdings when it may not be advantageous to do so.

Investments in BDCs are also subject to management risk, as managers of BDCs may be entitled to compensation based on the BDC’s performance, which could result in the manager making riskier or more speculative investments in an effort to maximize incentive compensation and receive higher fees. A BDC’s investments are generally less liquid than publicly traded securities and are subject to restrictions on their resale. The illiquidity of a BDC’s holdings may make it difficult for the BDC to sell such investments if the need arises, and thus the BDC may be unable to take advantage of market opportunities or it may be forced to sell illiquid securities at a loss if it is required to raise cash for operations. Some BDCs are listed and trade on an exchange and other BDCs are not traded on an exchange and trade only in private transactions BDCs that are not traded on an exchange may be less liquid. BDC shares may trade at a discount to the BDC’s NAV.

Derivatives

Derivatives are investments whose values are tied to the value of an underlying security or asset, a group of assets, interest rates, exchange rates, currency or an index. Some forms of derivatives, such as exchange-traded futures and options on securities, commodities, or indices, are traded on regulated exchanges. These types of derivatives which are traded on exchanges have standardized contracts and can generally be bought and sold easily, and their market values are determined and published daily. Non-standardized derivatives (such as swap agreements), tend to be more specialized and more complex, and may be harder to value. Derivatives may create leverage, and may enhance returns and be useful in hedging portfolios. Some common types of derivatives include futures, options on futures, forward currency exchange contracts, forward contracts on securities and securities indices, linked securities and structured products, collateralized mortgage obligations, stripped securities, warrants, swap agreements and swaptions.

Each Manager may use derivatives for a variety of reasons, including for example, (i) to enhance a Fund’s returns; (ii) to attempt to protect against possible changes in the market value of securities held in or to be purchased for a Fund resulting from securities markets or currency exchange rate fluctuations (i.e., to hedge); (iii) to protect a Fund’s unrealized gains reflected in the value of its Fund securities, (iv) to facilitate the sale of such securities for investment purposes; (v) to reduce transaction costs; (vi) to equitize cash; and/or (vii) to manage the effective maturity or duration of a Fund. In addition, a Fund may receive warrants or other derivatives in connection with corporate actions.

The Managers may use derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate or currency risk. The use of derivative instruments involves risks different from, and possibly greater than, the risks associated with investing directly in securities and other traditional securities. The use of derivatives can lead to losses because of adverse movements in the price or value of the underlying security, asset, index or reference rate, which may be magnified by certain features of the derivatives. These risks are heightened when a Fund uses derivatives to enhance its return or as a substitute for a position or security, rather than solely to hedge or offset the risk of a position or security held by a Fund. The use of derivatives to leverage risk also may exaggerate loss, potentially causing a Fund to lose more money than if it had invested in the underlying security, or limit a potential gain. The success of a Manager’s derivative strategies will depend on its ability to assess and predict the impact of market or economic developments on the underlying security, asset, index or reference rate and the derivative itself, without necessarily having had the benefit of observing the performance of the derivative under all possible market conditions. Derivatives are subject to a number of risks described elsewhere in the Prospectuses and this SAI, such as price volatility risk, foreign investment risk, interest rate risk, credit risk, liquidity risk, market risk and management risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not correlate well with the security for which it is substituting. Other risks arise from a Fund’s potential inability to terminate or sell its derivatives positions as a liquid secondary market for such positions may not exist at times when a Fund may wish to terminate or sell them. OTC instruments (investments not traded on the exchange) may be less liquid or illiquid, and transactions in derivatives traded in the OTC are subject to the risk that the counterparty will not meet its obligations.

A Fund may use any or all of the above investment techniques and may purchase different types of derivative instruments at any time and in any combination. There is no particular strategy that dictates the use of one technique over another, as the use of derivatives is a function of numerous variables, including market conditions. There can be no assurance that the use of derivative instruments will benefit the Funds.

PLFA is a member of the National Futures Association (“NFA”) and is registered with the CFTC as a commodity pool operator on behalf of the PF Absolute Return Fund, PF Currency Strategies Fund, PF Equity Long/Short Fund and PF Global Absolute

Return Fund. These portfolios are considered commodity pools under the Commodity Exchange Act (“CEA”) and operate subject to CFTC and NFA regulation in addition to SEC regulation. PLFA, on behalf of all other Funds has claimed an exclusion from the definition of a commodity pool operator and, therefore, is not subject to registration under the CEA. In order for PLFA to claim the exclusion, the Funds are limited in their ability to invest in commodity futures, options on commodities or commodity futures and swaps. To the extent PLFA, on behalf of any Fund, becomes no longer eligible to claim an exclusion from CFTC regulation, such Fund may consider steps, such as substantial investment strategy changes, in order to continue to qualify for exclusion from CFTC regulation, or PLFA may determine that the Fund will operate subject to CFTC regulation. If a Fund operates subject to CFTC regulation, it may incur additional expenses. If a Fund adopts substantial investment strategy changes, it may affect its performance, as well as its fees and expenses.

Foreign Currency Transactions and Forward Foreign Currency Contracts

Generally, foreign exchange transactions will be conducted on a spot, i.e., cash, basis at the spot rate for purchasing or selling currency prevailing in the foreign exchange market. This rate, under normal market conditions, differs from the prevailing exchange rate due to the costs of converting from one currency to another. However, a Fund has authority to deal in forward foreign exchange transactions to hedge and manage currency exposure against possible fluctuations in foreign exchange rates, to facilitate the settlement of foreign equity purchases, to exchange one currency for another and, with respect to certain Funds, to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. This is accomplished through contractual agreements either (i) to purchase or sell a specified currency at a specified future date and price set at the time of the contract or (ii) whose value is determined by the difference between the spot exchange rate on a specific date in the future and a pre-determined fixing rate. The former type of contract is known as a deliverable forward currency contract and the second is known as a Non-Deliverable Forward Currency Contract (“NDF”) since no exchange of currencies takes place on settlement but instead a single cash flow is made equal to the market value of the contract. When entering into such contracts, a Fund assumes the credit risk of the counterparty. Dealings in forward foreign exchange transactions may include hedging involving either specific transactions or fund positions. A Fund may purchase and sell forward foreign currency contracts in combination with other transactions in order to gain exposure to an investment in lieu of actually purchasing such investment.

A Fund may enter into forward foreign currency contracts under the following circumstances:

Transaction Hedge. A forward foreign currency contract might be used to hedge: 1) specific receivables or payables of a Fund arising from the purchase or sale of portfolio securities; 2) the redemption of shares of a Fund; or 3) to repatriate dividend or interest payments (collectively a “Transaction Hedge”). A Transaction Hedge will protect against a loss from an adverse change in the currency exchange rates during the period between the date on which the contract is purchased or sold or on which a payment is declared, and the date on which the payments are made or received. A Transaction Hedge may also prevent a Fund from receiving a gain from the appreciation of a foreign currency against a Fund’s base currency. The use of forward contracts establishes a fixed rate to exchange currencies at a future date but does not eliminate the risk of fluctuations in the prices of the underlying securities.

Position Hedge. A forward foreign currency contract might be used to try to “lock in” the U.S. dollar price of the security. A Position Hedge is used to protect against a potential decline of the U.S. dollar against a foreign currency by buying a forward contract on that foreign currency for a fixed U.S. dollar amount. Alternatively, the Fund could enter into a forward contract to sell a different foreign currency the Manager believes will fall whenever there is a decline in the U.S. dollar value of the currency in which portfolio securities are denominated.

Cross Hedge. If a particular currency is expected to substantially decrease against another currency, a Fund may sell the currency expected to decrease and purchase a currency which is expected to increase against the currency sold in an amount approximately equal to some or all of the Fund’s holdings denominated in the currency sold.

Proxy Hedge. The Manager might choose to use a proxy hedge when it is less costly than a direct hedge or when a currency is difficult to hedge. In this case, a Fund, having purchased a security, will sell a currency whose value is believed to be closely linked to the currency in which the security is denominated. This type of hedging entails greater risk than a direct hedge because it is dependent on a stable relationship between the two currencies paired as proxies and the relationships can be very unstable at times.

There is inherent risk that the above hedge strategies do not fully offset the exposures to currency movements. The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible since the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures. The projection of short-term currency market movements is extremely difficult and the successful execution of a short-term hedging strategy is highly uncertain.

Non-Hedged Exposure. Certain Funds may enter into forward contracts or maintain a net exposure to such contracts, where consummation of the contracts would obligate the Fund to deliver an amount of foreign currency in excess of the value of that Fund’s holdings denominated in or exposed to that foreign currency (or a proxy currency considered to move in correlation with that currency), or exposed to a particular securities market, or futures contracts, options or other derivatives on such holdings.

The Funds will cover outstanding forward currency contracts by maintaining liquid fund securities or other assets denominated in or exposed to the currency underlying the forward contract or the currency being hedged. To the extent that a Fund is not able to

cover its forward currency positions with underlying fund securities, cash or liquid equity or debt securities will be segregated in an amount equal to the value of a Fund’s total assets committed to the consummation of forward foreign currency exchange contracts. Where a Fund may have offsetting long and short positions in identical currencies, the notional amounts of the currency positions may be netted against each other, and the segregated amount is the net notional amount to be delivered under the contract. Settlement processes for deliverable forward currency contracts may further reduce a Fund’s delivery obligation and therefore the segregated amount. Where a settlement arrangement provides that on the expiration date the gross notional delivery amounts across all transactions will be aggregated, the segregated amount is equal to the Fund’s net notional amount owed. An NDF contract provides that the transaction will be settled on a net cash basis in a single currency per counterparty. The segregated amount for an NDF is equal to the daily marked-to-market (net) obligation of the Fund. If the value of the securities used to cover a position or the value of segregated assets declines, a Fund will find alternative cover or additional cash or securities will be segregated on a daily basis so that the value of the segregated assets will equal the amount of a Fund’s commitments with respect to such contracts.

When a Manager of a Fund believes that the currency of a particular foreign country may suffer a decline against the U.S. dollar, that Fund may enter into a forward contract to sell the amount of foreign currency approximating the value of some or all of a Fund’s holdings denominated in or exposed to such foreign currency. At or before the maturity of the forward contract to sell, a Fund may either sell the security and make delivery of the foreign currency or it may retain the security and terminate its contractual obligation to deliver the foreign currency by purchasing an “offsetting” contract with the same currency trader obligating a Fund to purchase, on the same maturity date, the same amount of the foreign currency.

It is impossible to forecast with absolute precision the market value of securities at the expiration of the contract. Accordingly, it may be necessary for a Fund to purchase additional foreign currency on the spot market (and bear the expense of such purchase) if the market value of the security is less than the amount of foreign currency a Fund is obligated to deliver and if a decision is made to sell the security and make delivery of the foreign currency. Conversely, it may be necessary to sell on the spot market some of the foreign currency received upon the sale of the security if its market value exceeds the amount of foreign currency a Fund is obligated to deliver.

If a Fund retains the security and engages in an offsetting transaction, a Fund will incur a gain or a loss (as described below) to the extent that there has been movement in forward contract prices. If a Fund engages in an offsetting transaction, it may subsequently enter into a new forward contract to sell the foreign currency. Should forward prices decline during the period between a Fund entering into a forward contract for the sale of a foreign currency and the date it enters into an offsetting contract for the purchase of the foreign currency, a Fund will realize a gain to the extent the price of the currency it has agreed to sell exceeds the price of the currency it has agreed to purchase. Should forward prices increase, a Fund will suffer a loss to the extent the price of the currency it has agreed to purchase exceeds the price of the currency it has agreed to sell.

A Fund is not required to enter into such transactions with regard to their foreign currency denominated securities and will not do so unless deemed appropriate by its Manager. It also should be realized that this method of protecting the value of a Fund’s holdings in securities against a decline in the value of a currency does not eliminate fluctuations in the underlying prices of the securities. It simply establishes a rate of exchange which one can achieve at some future point in time. Additionally, although such contracts tend to minimize the risk of loss due to a decline in the value of the hedged currency, at the same time they tend to limit any potential gain which might result from the value of such currency increase.

Although a Fund values its shares in terms of U.S. dollars, it does not intend to convert its holdings of foreign currencies into U.S. dollars on a daily basis. It will do so from time to time, and investors should be aware of the costs of currency conversion. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference (the spread) between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to a Fund at one rate, while offering a lesser rate of exchange should the Fund desire to resell that currency to the dealer. Additionally, a Fund may be unable to convert currency due to foreign exchange regulations.

Options

Purchasing and Writing Options on Securities. A Fund may purchase and sell (write) (i) both put and call options on debt or other securities in standardized contracts traded on national securities exchanges, boards of trade, similar entities, or for which an established OTC market exists; and (ii) agreements, sometimes called cash puts, which may accompany the purchase of a new issue of bonds from a dealer.

An option on a security is a contract that gives the holder of the option, in return for a premium, the right to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option the security underlying the option at a specified exercise price at any time during the term of the option. The writer of an option on a security has the obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price or to pay the exercise price upon delivery of the underlying security. A Fund may purchase put options on securities to protect holdings in an underlying or related security against a substantial decline in market value. Securities are considered related if their price movements generally correlate to one another. For example, the purchase of put options on debt securities held in a Fund will enable a Fund to protect, at least partially, an unrealized gain in an appreciated security without actually selling the security. In addition, the Fund will continue to receive interest income on such security.

A Fund may purchase call options on securities to protect against substantial increases in prices of securities a Fund intends to purchase pending its ability to invest in such securities in an orderly manner. A Fund may sell put or call options it has previously purchased, which could result in a net gain or loss depending on whether the amount realized on the sale is more or less than the premium and other transaction costs paid on the put or call option which is sold. A Fund may also allow options to expire unexercised.

In order to earn additional income on its securities or to protect partially against declines in the value of such securities, a Fund may write covered call options. The exercise price of a call option may be below, equal to, or above the current market value of the underlying security at the time the option is written. During the option period, a covered call option writer may be assigned an exercise notice by the broker-dealer through whom such call option was sold requiring the writer to deliver the underlying security against payment of the exercise price. This obligation is terminated upon the expiration of the option period or at such earlier time in which the writer effects a closing purchase transaction. Closing purchase transactions will ordinarily be effected to realize a profit on an outstanding call option, to prevent an underlying security from being called, to permit the sale of the underlying security, or to enable a Fund to write another call option on the underlying security with either a different exercise price or expiration date or both.

Secured put options will generally be written in circumstances where the Manager wishes to purchase the underlying security at a price lower than the current market price of the security. In such event, a Fund would write a secured put option at an exercise price which, reduced by the premium received on the option, reflects the lower price that it is willing to pay. During the option period, the writer of a put option may be assigned an exercise notice by the broker-dealer through whom the option was sold requiring the writer to purchase the underlying security at the exercise price. A Fund may effect closing transactions with respect to put options that were previously written.

A Fund may write call options and put options only if they are “covered” or if sufficient liquid assets have been segregated to allow the Fund to acquire the security without additional cash consideration (“secured”).

Call Options. A call option written (sold) by the Fund is covered if the Fund owns the security underlying the call option or if the Fund holds a call option on the same security if the exercise price of the call option held (i) is equal to or less than the exercise price of the call option written or (ii) is greater than the exercise price of the call option written, if the difference is maintained by the Fund in segregated cash, U.S. government securities or liquid securities marked-to-market daily. The call option is also covered if the Fund maintains segregated cash, U.S. government securities or liquid securities marked-to-market daily with a value equal to the market value of the underlying security.

Put Options. A put option written (sold) by the Fund is covered if the Fund sells short the security underlying the put option at a price equal to or greater than the exercise price, or holds a put option on the same underlying security with an exercise price equal to or greater than the exercise price of the put option written by the Fund. The put option is also covered if the Fund maintains segregated cash, U.S. government securities or liquid securities marked-to-market daily with a value equal to the exercise price of the written put option.

Prior to the earlier of exercise or expiration, an option may be closed out by an offsetting purchase or sale of an option of the same series (type, exchange, underlying security, exercise price, and expiration). There can be no assurance, however, that a closing purchase or sale transaction can be effected when a Fund desires.

A Fund will realize a capital gain from a closing purchase transaction if the cost of the closing option is less than the premium received from writing the option, or, if it is more, a Fund will realize a capital loss. If the premium received from a closing sale transaction is more than the premium paid to purchase the option, a Fund will realize a capital gain or, if it is less, a Fund will realize a capital loss. The principal factors affecting the market value of a put or a call option include supply and demand, interest rates, the current market price of the underlying security in relation to the exercise price of the option, the volatility of the underlying security, and the time remaining until the expiration date.

The premium paid for a put or call option purchased by a Fund is an asset of the Fund. The premium received for an option written by a Fund is recorded as a deferred credit. The value of an option purchased or written is marked-to-market daily and is valued at the closing price on the exchange on which it is traded or, if not traded on an exchange or no closing price is available, at the mean between the last bid and asked prices.

A Fund may write covered straddles and/or strangles consisting of a combination of a call and a put written on the same underlying security. A straddle and/or a strangle will be covered when sufficient assets are segregated to meet a Fund’s immediate obligations. A Fund may use the same segregated cash, U.S. government securities or liquid securities marked-to-market daily to cover both the call and put options where the exercise price of a call and put are the same, or the exercise price of the call is higher than that of the put. In such cases, the Fund will also segregate cash, U.S. government securities or liquid securities equivalent to the amount, if any, by which the put is “in the money.”

Purchasing and Writing Options on Stock Indices. A stock index is a method of reflecting in a single number the market values of many different stocks or, in the case of value weighted indices that take into account prices of component stocks and the number of shares outstanding, the market values of many different companies. Stock indices are compiled and published by various sources, including securities exchanges. An index may be designed to be representative of the stock market as a whole, of a broad

market sector (e.g., industrials), or of a particular industry (e.g., electronics). An index may be based on the prices of all, or only a sample, of the stocks whose value it is intended to represent.

A stock index is ordinarily expressed in relation to a “base” established when the index was originated. The base may be adjusted from time to time to reflect, for example, capitalization changes affecting component stocks. In addition, stocks may from time to time be dropped from or added to an index group. These changes are within the discretion of the publisher of the index.

Different stock indices are calculated in different ways. Often the market prices of the stocks in the index group are “value weighted;” that is, in calculating the index level, the market price of each component stock is multiplied by the number of shares outstanding. Because of this method of calculation, changes in the stock prices of larger corporations will generally have a greater influence on the level of a value weighted (or sometimes referred to as a capitalization weighted) index than price changes affecting smaller corporations.

In general, index options are very similar to stock options, and are basically traded in the same manner. However, when an index option is exercised, the exercise is settled by the payment of cash — not by the delivery of stock. The assigned writer of a stock option is obligated to pay the exercising holder cash in an amount equal to the difference (expressed in dollars) between the closing level of the underlying index on the exercise date and the exercise price of the option, multiplied by a specified index multiplier. A multiplier of 100, for example, means that a one-point difference will yield $100. Like other options listed on United States securities exchanges, index options are issued by the Options Clearing Corporation (“OCC”).

Gains or losses on a Fund’s transactions in securities index options depend primarily on price movements in the stock market generally (or, for narrow market indices, in a particular industry or segment of the market) rather than the price movements of individual securities held by a Fund. A Fund may sell securities index options prior to expiration in order to close out its positions in stock index options which it has purchased. A Fund may also allow options to expire unexercised.

Risks of Options Transactions. There are several risks associated with transactions in options. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A decision as to whether, when, and how to use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events.

There can be no assurance that a liquid market will exist when a Fund seeks to close out an option position. If a Fund were unable to close out an option it had purchased on a security, it would have to exercise the option to realize any profit or the option may expire worthless. If a Fund were unable to close out a covered call option it had written on a security, it would not be able to sell the underlying security unless the option expired without exercise. As the writer of a covered call option, a Fund forgoes, during the option’s life, the opportunity to profit from increases in the market value of the security covering the call option above the sum of the premium and the exercise price of the call.

If trading were suspended in an option purchased by a Fund, a Fund would not be able to close out the option. If restrictions on exercise were imposed, a Fund might be unable to exercise an option it has purchased.

With respect to index options, current index levels will ordinarily continue to be reported even when trading is interrupted in some or all of the stocks in an index group. In that event, the reported index levels will be based on the current market prices of those stocks that are still being traded (if any) and the last reported prices for those stocks that are not currently trading. As a result, reported index levels may at times be based on non-current price information with respect to some or even all of the stocks in an index group. Exchange rules permit (and in some instances require) the trading of index options to be halted when the current value of the underlying index is unavailable or when trading is halted in stocks that account for more than a specified percentage of the value of the underlying index. In addition, as with other types of options, an exchange may halt the trading of index options whenever it considers such action to be appropriate in the interests of maintaining a fair and orderly market and protecting investors. If a trading halt occurs, whether for these or for other reasons, holders of index options may be unable to close out their positions and the options may expire worthless.

Spread Transactions. Spread transactions are not generally exchange listed or traded. Spread transactions may occur in the form of options, futures, forwards or swap transactions. The purchase of a spread transaction gives a Fund the right to sell or receive a security or a cash payment with respect to an index at a fixed dollar spread or fixed yield spread in relationship to another security or index which is used as a benchmark. The risk to a Fund in purchasing spread transactions is the cost of the premium paid for the spread transaction and any transaction costs. The sale of a spread transaction obligates a Fund to purchase or deliver a security or a cash payment with respect to an index at a fixed dollar spread or fixed yield spread in relationship to another security or index which is used as a benchmark. In addition, there is no assurance that closing transactions will be available. The purchase and sale of spread transactions will be used in furtherance of a Fund’s investment goal and to protect a Fund against adverse changes in prevailing credit quality spreads, i.e., the yield spread between high quality and lower quality securities. Such protection is only provided during the life of the spread transaction. The Fund does not consider a security covered by a spread transaction to be “pledged” as that term is used in the Fund’s policy limiting the pledging or mortgaging of its assets. The sale of spread transactions will be

“covered” or “secured” as described in the “Options,” “Options on Foreign Currencies,” “Futures Contracts and Options on Futures Contracts,” and “Swap Agreements and Options on Swap Agreements” sections.

Yield Curve Options

A Fund may enter into options on the yield “spread” or differential between two securities. Such transactions are referred to as “yield curve” options. In contrast to other types of options, a yield curve option is based on the difference between the yields of designated securities, rather than the prices of the individual securities, and is settled through cash payments. Accordingly, a yield curve option is profitable to the holder if this differential widens (in the case of a call) or narrows (in the case of a put), regardless of whether the yields of the underlying securities increase or decrease.

A Fund may purchase or sell (write) yield curve options for the same purposes as other options on securities. For example, a Fund may purchase a call option on the yield spread between two securities if the Fund owns one of the securities and anticipates purchasing the other security and wants to hedge against an adverse change in the yield spread between the two securities. A Fund may also purchase or write yield curve options in an effort to increase current income if, in the judgment of the Manager, the Fund will be able to profit from movements in the spread between the yields of the underlying securities. The trading of yield curve options is subject to all of the risks associated with the trading of other types of options. In addition, however, such options present a risk of loss even if the yield of one of the underlying securities remains constant, or if the spread moves in a direction or to an extent that was not anticipated.

Yield curve options written by a Fund will be “covered.” A call or put option is covered if the Fund holds another call or put option on the spread between the same two securities and segregates cash or liquid assets sufficient to cover the Fund’s net liability under the two options. Therefore, a Fund’s liability for such a covered option is generally limited to the difference between the amount of the Fund’s liability under the option written by the Fund less the value of the option held by the Fund. Yield curve options may also be covered in such other manner as may be in accordance with the requirements of the counterparty with which the option is traded and applicable laws and regulations. Yield curve options are traded OTC, and established trading markets for these options may not exist.

Options on Foreign Currencies

Funds may purchase and sell options on foreign currencies for hedging purposes and, with respect to certain Funds as described in the Prospectuses to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another, in a manner similar to that in which futures or forward contracts on foreign currencies will be utilized. For example, a decline in the U.S. dollar value of a foreign currency in which fund securities are denominated will reduce the U.S. dollar value of such securities, even if their value in the foreign currency remains constant. In order to protect against such diminutions in the value of fund securities, a Fund may buy put options on the foreign currency. If the value of the currency declines, a Fund will have the right to sell such currency for a fixed amount in U.S. dollars and will offset, in whole or in part, the adverse effect on its fund.

Conversely, when a rise in the U.S. dollar value of a currency in which securities to be acquired are denominated is projected, thereby increasing the cost of such securities, a Fund may buy call options thereon. The purchase of such options could offset, at least partially, the effects of the adverse movements in exchange rates. As in the case of other types of options, however, the benefit to a Fund from purchases of foreign currency options will be reduced by the amount of the premium and related transaction costs. In addition, if currency exchange rates do not move in the direction or to the extent desired, a Fund could sustain losses on transactions in foreign currency options that would require the Fund to forgo a portion or all of the benefits of advantageous changes in those rates.

A Fund may write options on foreign currencies for hedging purposes and, with respect to certain Funds as described in the Prospectuses to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. For example, to hedge against a potential decline in the U.S. dollar value of foreign currency denominated securities due to adverse fluctuations in exchange rates, a Fund could, instead of purchasing a put option, write a call option on the relevant currency. If the expected decline occurs, the option will most likely not be exercised and the diminution in value of fund securities will be offset by the amount of the premium received.

Similarly, instead of purchasing a call option to hedge against a potential increase in the U.S. dollar cost of securities to be acquired, a Fund could write a put option on the relevant currency which, if rates move in the manner projected, will expire unexercised and allow a Fund to hedge the increased cost up to the amount of the premium. As in the case of other types of options, however, the writing of a foreign currency option will constitute only a partial hedge up to the amount of the premium. If exchange rates do not move in the expected direction, the option may be exercised and a Fund would be required to buy or sell the underlying currency at a loss which may not be offset by the amount of the premium. Through the writing of options on foreign currencies, a Fund also may lose all or a portion of the benefits which might otherwise have been obtained from favorable movements in exchange rates.

A Fund may write covered call and put options on foreign currencies. A call option written on a foreign currency by a Fund is “covered” if a Fund (i) owns the underlying foreign currency covered by the call; (ii) has an absolute and immediate right to acquire that foreign currency without additional cash consideration (or for additional cash consideration held in segregation) upon

conversion or exchange of other foreign currency held in its fund; (iii) has a call on the same foreign currency and in the same principal amount as the call written if the exercise price of the call held (a) is equal to or less than the exercise price of the call written, or (b) is greater than the exercise price of the call written, if the difference is maintained by the Fund in segregated government securities, cash or liquid securities marked-to-market daily, and/or cash, U.S. government securities, or liquid securities marked-to-market daily; or (iv) segregates and marks-to-market cash or liquid assets equal to the value of the underlying foreign currency. A put option written on a foreign currency by a Fund is “covered” if the option is secured by (i) segregated government securities, cash or liquid securities marked-to-market daily of that foreign currency, and/or segregated U.S. government securities, cash or liquid securities marked-to-market daily at least equal to the exercise price, (ii) a short sale of the security underlying the put option at an equal or greater exercise price, or (iii) a put on the same underlying currency at an equal or greater exercise price.

A Fund also may write call options on foreign currencies for cross-hedging purposes that would not be deemed to be covered. A written call option on a foreign currency is for cross-hedging purposes if it is not covered but is designed to provide a hedge against a decline due to an adverse change in the exchange rate in the U.S. dollar value of a security which a Fund owns or has the right to acquire and which is denominated in the currency underlying the option. In such circumstances, a Fund collateralizes the option by segregating cash, U.S. government securities, and/or liquid securities marked-to-market daily in an amount not less than the value of the underlying foreign currency in U.S. dollars marked-to-market daily.

Foreign currency options are subject to the risks of the availability of a liquid secondary market described above, as well as the risks regarding adverse market movements, margining of options written, the nature of the foreign currency market, possible intervention by governmental authorities and the effects of other political and economic events. In addition, exchange-traded options on foreign currencies involve certain risks not presented by the OTC market. For example, exercise and settlement of such options must be made exclusively through the OCC, which has established banking relationships in applicable foreign countries for this purpose. As a result, the OCC may, if it determines that foreign governmental restrictions or taxes would prevent the orderly settlement of foreign currency option exercises, or would result in undue burdens on the OCC or its clearing member, impose special procedures on exercise and settlement, such as technical changes in the mechanics of delivery of currency, the fixing of dollar settlement prices or prohibitions on exercise.

In addition, options on foreign currencies may be traded on foreign exchanges and OTC in foreign countries. Such transactions are subject to the risk of governmental actions affecting trading in or the prices of foreign currencies or securities. The value of such positions also could be adversely affected by (i) other complex foreign political and economic factors, (ii) lesser availability than in the United States of data on which to make trading decisions, (iii) delays in a Fund’s ability to act upon economic events occurring in foreign markets during non-business hours in the United States, (iv) the imposition of different exercise and settlement terms and procedures and margin requirements than in the United States, and (v) low trading volume.

Futures Contracts and Options on Futures Contracts

A futures contract is an agreement that obligates a purchaser to take delivery and a seller to make delivery of a specified quantity of a security or commodity at a specified price at a future date. The value of a futures contract tends to increase and decrease in tandem with the value of its underlying instrument. Therefore, purchasing futures contracts will tend to increase the Fund’s exposure to positive and negative market price fluctuations in the underlying instrument, much as if it had purchased the underlying instrument directly. When a Fund sells a futures contract, by contrast, the value of its futures position will tend to move in a direction opposite to the purchase price of the underlying instrument.

If a purchase or sale of a futures contract is made by a Fund, the Fund is required to deposit a specified amount of cash or U.S. government securities (“initial margin”) with a futures broker, known as a futures commission merchant (“FCM”) or its custodian for the benefit of the FCM. The margin required for a futures contract is set by the exchange on which the contract is traded and may be modified during the term of the contract. The initial margin is in the nature of a performance bond or good faith deposit on the futures contract which is returned to a Fund upon termination of the contract, assuming all contractual obligations have been satisfied. Each investing Fund expects to earn interest income on its initial margin deposits. A futures contract held by a Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day a Fund pays or receives cash, called “variation margin,” equal to the daily change in value of the futures contract. This process is known as “marking-to-market.” Variation margin does not represent a borrowing or loan by a Fund but is instead settlement between a Fund and the FCM of the amount one would owe the other if the futures contract expired that day. In computing daily net asset value, each Fund will mark-to-market its open futures positions.

A Fund is also required to deposit and maintain margin with respect to put and call options on futures contracts written by it. Such margin deposits will vary depending on the nature of the underlying futures contract (and the related initial margin requirements), the current market value of the option, and other futures positions held by a Fund.

Although some futures contracts call for making or taking delivery of the underlying instruments, generally these obligations are closed out prior to delivery by offsetting purchases or sales of matching futures contracts (same exchange, underlying security, and delivery month). If an offsetting purchase price is less than the original sale price, a Fund realizes a capital gain, or if it is more, a Fund realizes a capital loss. Conversely, if an offsetting sale price is more than the original purchase price, a Fund realizes a capital gain, or if it is less, a Fund realizes a capital loss. The transaction costs must also be included in these calculations.

Futures on Securities. A futures contract on a security is an agreement between two parties (buyer and seller) to take or make delivery of a specified quantity of a security at a specified price at a future date.

If a Fund buys a futures contract to gain exposure to securities, the Fund is exposed to the risk of change in the value of the futures contract, which may be caused by a change in the value of the underlying securities.

Interest Rate Futures. An interest rate futures contract is an agreement between two parties (buyer and seller) to take or make delivery of a specified quantity of financial instruments (such as GNMA certificates or Treasury bonds) at a specified price at a future date. In the case of futures contracts traded on U.S. exchanges, the exchange itself or an affiliated clearing corporation assumes the opposite side of each transaction (i.e., as buyer or seller). A futures contract may be satisfied or closed out by delivery or purchase, as the case may be, of the financial instrument or by payment of the change in the cash value of the index. Frequently, using futures to effect a particular strategy instead of using the underlying or related security will result in lower transaction costs being incurred. A public market exists in futures contracts covering various financial instruments including U.S. Treasury bonds, U.S. Treasury notes, GNMA certificates, three month U.S. Treasury bills, 90 day commercial paper, bank certificates of deposit, and Eurodollar certificates of deposit.

As a hedging strategy a Fund might employ, a Fund may purchase an interest rate futures contract when it is not fully invested in long-term debt securities but wishes to defer their purchase for some time until it can invest in such securities in an orderly manner or because short-term yields are higher than long-term yields. Such purchase would enable a Fund to earn the income on a short-term security while at the same time minimizing the effect of all or part of an increase in the market price of the long-term debt security which a Fund intended to purchase in the future. A rise in the price of the long-term debt security prior to its purchase either would be offset by an increase in the value of the futures contract purchased by a Fund or avoided by taking delivery of the debt securities under the futures contract.

A Fund would sell an interest rate futures contract in order to continue to receive the income from a long-term debt security, while endeavoring to avoid part or all of the decline in market value of that security which would accompany an increase in interest rates. If interest rates did rise, a decline in the value of the debt security held by a Fund would be substantially offset by the ability of a Fund to repurchase at a lower price the interest rate futures contract previously sold. While a Fund could sell the long-term debt security and invest in a short-term security, ordinarily a Fund would give up income on its investment, since long-term rates normally exceed short-term rates.

Stock Index Futures. A stock index is a method of reflecting in a single number the market values of many different securities or, in the case of capitalization weighted indices that take into account both security prices and the number of shares outstanding, many different companies. An index fluctuates generally with changes in the market values of the securities so included. A stock index futures contract is a bilateral agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to a specified dollar amount multiplied by the difference between the stock index value at the close of the last trading day of the contract and the price at which the futures contract is originally purchased or sold. No physical delivery of the underlying securities in the index is made.

A Fund may engage in transactions in stock index futures contracts in an effort to protect it against a decline in the value of a Fund’s securities or an increase in the price of securities that a Fund intends to acquire or to gain exposure to an index (equitize cash). For example, a Fund may sell stock index futures to protect against a market decline in an attempt to offset partially or wholly a decrease in the market value of securities that the Fund intends to sell. Similarly, to protect against a market advance when a Fund is not fully invested in the securities market, a Fund may purchase stock index futures that may partly or entirely offset increases in the cost of securities that a Fund intends to purchase.

Currency Futures. A Fund may seek to enhance returns or hedge against the decline in the value of a currency against the U.S. dollar through use of currency futures or options thereon. Currency futures are similar to forward foreign currency transactions except that futures are standardized, exchange-traded contracts. Currency futures involve substantial currency risk and leverage risk.

Futures Options. Futures options possess many of the same characteristics as options on securities. A futures option gives the holder the right, in return for the premium paid, to assume a long position (call) or short position (put) in a futures contract at a specified exercise price at any time during the period of the option. Upon exercise of a call option, the holder acquires a long position in the futures contract and the writer is assigned the opposite short position. In the case of a put option, the opposite is true.

Options on stock index futures contracts give the purchaser the right, in return for the premium paid, to assume a position in a stock index futures contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writer’s futures margin account which represents the amount by which the market price of the stock index futures contract, at exercise, exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the stock index futures contract. If an option is exercised on the last trading day prior to the expiration date of the option, the settlement will be made entirely in cash equal to the difference between the exercise price of the option and the closing level of the index on which the futures contract is based on the expiration date. Purchasers of options who fail to exercise their options prior to the exercise date suffer a loss of the premium paid. During the

option period, the covered call writer (seller) has given up the opportunity to profit from a price increase in the underlying securities above the exercise price. The writer of an option has no control over the time when it may be required to fulfill its obligation as a writer of the option.

Options on Currency Futures. A Fund may seek to enhance returns or hedge against the decline in the value of a currency against the U.S. dollar through use of currency options. Currency options are similar to options on securities, but in consideration for an option premium the writer of a currency option is obligated to sell (in the case of a call option) or purchase (in the case of a put option) a specified amount of a specified currency on or before the expiration date for a specified amount of a another currency. A Fund may engage in transactions in options on currencies either on exchanges or OTC markets. Currency futures involve substantial currency risk and may also involve credit, leverage and liquidity risk.

A Fund may write covered straddles and/or strangles consisting of a combination of a call and a put written on the same underlying futures contract. A straddle and/or a strangle will be covered when sufficient assets are segregated to meet a Fund’s immediate obligations. A Fund may use the same segregated cash, U.S. government securities or liquid securities marked-to-market daily to cover both the call and put options where the exercise price of a call and put are the same, or the exercise price of the call is higher than that of the put. In such cases, a Fund will also segregate cash, U.S. government securities or liquid securities equivalent to the amount, if any, by which the put is “in the money.”

When purchasing a futures contract, a Fund must segregate cash, U.S. government securities and/or other liquid securities marked-to-market daily (including any margin) equal to the price of such contract or will “cover” its position by holding a put option permitting the Fund to sell the same futures contract with a strike price equal to or higher than the price of the futures contract held. When writing a call option on a futures contract, a Fund similarly will segregate government securities, cash and/or liquid securities marked-to-market daily of that foreign currency, and/or, U.S. government securities, cash, or other liquid securities marked-to-market daily (including any margin) equal to the value of the futures contract or will “cover” its position by (1) owning the same futures contract at a price equal to or lower than the strike price of the call option, or (2) owning the commodity (financial or otherwise) underlying the futures contract, or (3) holding a call option permitting a Fund to purchase the same futures contract at a price equal to or lower than the strike price of the call option sold by a Fund. When selling a futures contract or selling a put option on a futures contract, the Fund is required to segregate government securities, cash and/or liquid securities marked-to-market daily of that foreign currency, and/or U.S. government securities, cash, or other liquid securities marked-to-market daily (including any margin) equal to the market value of such contract or exercise price of such option or to “cover” its position, when selling a futures contract, by (1) owning the commodity (financial or otherwise) underlying the futures contract or (2) holding a call option permitting a Fund to purchase the same futures contract at a price equal to or lower than the price at which the short position was established, and, when selling a put option on the futures contract, by (1) selling the futures contract underlying the put option at the same or higher price than the strike price of the put option or (2) purchasing a put option, if the strike price of the purchased option is the same or higher than the strike price of the put option sold by a Fund. However, with respect to futures contracts that are required to “cash settle,” a Fund, to the extent asset coverage is required, is permitted to set aside or “earmark” liquid assets in an amount equal to a Fund’s daily marked-to-market (net) obligation, if any, (in other words, a Fund’s daily net liability from futures contracts, if any). By setting aside assets equal to only its net obligation under cash-settled futures contracts, a Fund will have the ability to employ leverage to a greater extent than if the Fund were required to segregate assets equal to the full market value of the futures contracts.

The Funds reserve the right to engage in other types of futures transactions in the future and to use futures and related options for other than hedging purposes to the extent permitted by regulatory authorities. If other types of options, futures contracts, or futures options are traded in the future, a Fund may also use such investment techniques, provided that the Trust’s Board of Trustees determines that their use is consistent with a Fund’s investment goal.

Risks Associated with Futures and Futures Options. There are several risks associated with the use of futures and futures options. A purchase or sale of a futures contract may result in losses in excess of the amount invested in the futures contracts. While a Fund’s hedging transactions may protect a Fund against adverse movements in the general level of interest rates or stock or currency prices, such transactions could also preclude the opportunity to benefit from favorable movements in the level of interest rates or stock or currency prices. A hedging transaction may not correlate perfectly with price movements in the assets being hedged, causing the hedge not to achieve its objectives. The degree of imperfection of correlation depends on circumstances such as variations in speculative market demand for futures and futures options on securities, including technical influences in futures trading and futures options, and differences between the fund securities being hedged and the instruments underlying the hedging vehicle in such respects as interest rate levels, maturities, conditions affecting particular industries, and creditworthiness of issuers. A decision as to whether, when, and how to hedge involves the exercise of skill and judgment and even a well-conceived hedge may be unsuccessful to some degree because of market behavior or unexpected interest rate trends.

The price of futures contracts may not correlate perfectly with movement in the underlying security or stock index, due to certain market distortions. This might result from decisions by a significant number of market participants holding stock index futures positions to close out their futures contracts through offsetting transactions rather than to make additional margin deposits. Also, increased participation by speculators in the futures market may cause temporary price distortions. These factors may increase the difficulty of effecting a fully successful hedging transaction, particularly over a short time frame. With respect to a stock index

futures contract, the price of stock index futures might increase, reflecting a general advance in the market price of the index’s component securities, while some or all of the fund securities might decline. If a Fund had hedged its fund against a possible decline in the market with a position in futures contracts on an index, it might experience a loss on its futures position until it could be closed out, while not experiencing an increase in the value of its fund securities. If a hedging transaction is not successful, a Fund might experience losses which it would not have incurred if it had not established futures positions. Similar risk considerations apply to the use of interest rate and other futures contracts.

An incorrect correlation could result in a loss on both the hedged assets in a Fund and/or the hedging vehicle, so that the Fund’s return might have been better had hedging not been attempted. There can be no assurance that an appropriate hedging instrument will be available when sought by a Manager.

There can be no assurance that a liquid market will exist at a time when a Fund seeks to close out a futures contract or a futures option position. Most futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single day. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day’s settlement price at the end of the current trading session. Once the daily limit has been reached on a particular futures contract subject to the limit, no more trades may be made on that day at a price beyond that limit. The daily limit governs only price movements during a particular trading day and therefore does not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example, futures prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of positions and subjecting some holders of futures contracts to substantial losses. In addition, certain of these instruments are relatively new and lack a deep secondary market. Lack of a liquid market for any reason may prevent a Fund from liquidating an unfavorable position and the Fund would remain obligated to meet margin requirements until the position is closed.

Foreign markets may offer advantages such as trading in indices that are not currently traded in the United States. Foreign markets, however, may have greater risk potential than domestic markets. Unlike trading on domestic commodity exchanges, trading on foreign commodity exchanges is not regulated by the CFTC and may be subject to greater risk than trading on domestic exchanges. For example, some foreign exchanges are principal markets so that no common clearing facility exists and a trader may look only to the broker for performance of the contract. Trading in foreign futures or foreign options contracts may not be afforded certain of the protective measures provided by the Commodity Exchange Act, the CFTC’s regulations, and the rules of the National Futures Association and any domestic exchange, including the right to use reparations proceedings before the CFTC and arbitration proceedings provided by the National Futures Association or any domestic futures exchange. Amounts received for foreign futures or foreign options transactions may not be provided the same protection as funds received in respect of transactions on United States futures exchanges. In addition, any profits that a Fund might realize in trading could be eliminated by adverse changes in the exchange rate of the currency in which the transaction is denominated, or the Fund could incur losses as a result of changes in the exchange rate. Transactions on foreign exchanges may include both commodities that are traded on domestic exchanges or boards of trade and those that are not.

There can be no assurance that a liquid market will exist at a time when a Fund seeks to close out a futures or a futures option position, and that Fund would remain obligated to meet margin requirements until the position is closed. There can be no assurance that an active secondary market will develop or continue to exist.

Foreign Currency Futures and Options Thereon

Foreign currency futures are contracts for the purchase or sale for future delivery of foreign currencies which may also be engaged in for cross-hedging purposes. Cross-hedging involves the sale of a futures contract on one foreign currency to hedge against changes in exchange rates for a different (proxy) currency if there is an established historical pattern of correlation between the two currencies. These investment techniques will be used only to hedge against anticipated future changes in exchange rates which otherwise might adversely affect the value of a Fund’s securities or adversely affect the prices of securities that the Fund has purchased or intends to purchase at a later date and, with respect to certain Funds as described in the Prospectus to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. The successful use of foreign currency futures will usually depend on the Manager’s ability to forecast currency exchange rate movements correctly. Should exchange rates move in an unexpected manner, a Fund may not achieve the anticipated benefits of foreign currency futures or may realize losses.

Swap Agreements and Options on Swap Agreements

Swap Agreements are privately negotiated OTC derivative products in which two parties agree to exchange payment streams calculated in relation to a rate, index, instrument or certain securities (referred to as the “underlying”) and a predetermined amount (referred to as the “notional amount”). The underlying reference for a swap may be an interest rate (fixed or floating), a currency exchange rate, a commodity price index, credit of an issuer, a security, group of securities or a securities index, a combination of any of these, or various other rates, assets or indices. Swap agreements generally do not involve the delivery of the underlying or principal, and a party’s obligations generally are equal to only the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the swap agreement. A great deal of flexibility is possible in the way swaps may be structured. For example, in a simple fixed-to-floating interest rate swap, one party makes payments equivalent to a fixed

interest rate, and the other party makes payments calculated with reference to a specified floating interest rate, such as LIBOR or the Prime Rate. Total return swaps may be used to gain exposure to the return of a reference asset, such as an index. In a total return swap, a Fund typically would pay a set rate or a financing cost, which is normally based on a floating rate, in exchange for the return of a particular reference asset. Inflation swaps may be used to transfer inflation-related exposure. In an inflation swap, a Fund typically would pay a financing cost, which is normally based on a floating rate, and in exchange the Fund would receive a specified rate of inflation.

In a currency swap, the parties generally enter into an agreement to pay interest streams in one currency based on a specified rate in exchange for receiving interest streams denominated in another currency. Currency swaps may involve initial and final exchanges that correspond to the agreed upon notional amount. A Fund may engage in simple or more complex swap transactions involving a wide variety of underlyings for various reasons. For example, a Fund may enter into a swap to gain exposure to investments (such as an index of securities in a market) or currencies without actually purchasing those stocks or currencies; to make an investment without owning or taking physical custody of securities or currencies in circumstances in which direct investment is restricted for legal reasons or is otherwise impracticable; to hedge an existing position; to obtain a particular desired return at a lower cost to the Fund than if it had invested directly in an instrument that yielded the desired return; or for various other reasons.

Credit default swaps (“CDS”) involve the receipt of floating or fixed rate payments in exchange for assuming potential credit losses on an underlying security (or group of securities or index). CDS give one party to a transaction (the buyer of the CDS) the right to dispose of an asset (or group of assets), or the right to receive a payment from the other party, upon the occurrence of specified credit events.

A Fund may enter into CDS, as a buyer or a seller. CDS are used to manage default risk of an issuer and/or to gain exposure to a portion of the debt market or an individual issuer. Selling CDS (i.e., selling protection) increases credit exposure; purchasing CDS (i.e., buying protection) decreases credit exposure. The buyer in a credit default contract is obligated to pay the seller a periodic stream of payments over the term of the contract provided no event of default has occurred. If an event of default occurs, the seller generally pays the buyer the full notional value (par value) of the underlying in exchange for the underlying. If a Fund is a buyer and no event of default occurs, the Fund will have made a stream of payments to the seller without having benefited from the default protection it purchased. However, if an event of default occurs, the Fund, as buyer, will receive the full notional value of the underlying that may have little or no value following default. As a seller, a Fund receives a fixed rate of income throughout the term of the contract, provided there is no default. If an event of default occurs, the Fund would be obligated to pay the notional value of the underlying in return for the receipt of the underlying. The value of the underlying received by the Fund, coupled with the periodic payments previously received may be less than the full notional value it pays to the buyer, resulting in a loss of value to the Fund. CDS involve additional risks than if a Fund invests in the underlying directly.

For purposes of applying the Funds’ investment strategies and restrictions (as stated in the Prospectuses and this SAI) swap agreements are generally valued by the Funds at market value. In the case of a CDS or total return swap, however, in applying certain of the Funds’ investment policies and restrictions the Fund will generally value these swaps at their notional value or their full exposure value (i.e., the sum of the notional amount for the contract plus the market value; market value for a swap is the current gain or loss of the contract). For purposes of applying certain of the Funds’ other investment policies and restrictions, the Funds may value the credit default or total return swap at market value. For example, a Fund may value a CDS at full exposure value for purposes of the Fund’s credit quality guidelines because such value reflects the Fund’s actual economic exposure during the term of the CDS agreement. In this context, both the notional amount and the market value may be positive or negative depending on whether the Fund is selling or buying protection through the CDS.

To the extent that a Fund uses derivatives or engages in other transactions that involve leverage or potential leverage, such as swaps, the Fund must segregate cash, U.S. government securities and/or other liquid securities marked-to-market daily (including any margin). The amount required for segregation for swaps will generally be the market value of the swap, however the amount required for segregation for certain swaps such as sell protection, CDS (when the portfolio is selling credit protection) will be valued at the notional amount or its full exposure value. Swap agreements may include: (1) “currency exchange rate,” which involve the exchange by a Fund with another party of their respective rights to make or receive payments in specified currencies; (2) “interest rate,” which involve the exchange by a Fund with another party of their respective commitments to pay or receive interest; (3) “interest rate index,” which involve the exchange by a Fund with another party of the respective amounts payable with respect to a notional principal amount at interest rates equal to two specified indices; and other interest rate swap arrangements such as: (i) “caps,” under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or “cap”; (ii) “floors,” under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a certain level, or “floor”; and (iii) “collars,” under which one party sells a cap and purchases a floor or vice-versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels; (4) “credit default,” which involve an agreement of a Fund to pay the par (or other agreed-upon) value of a referenced debt obligation to the counterparty in the event of a default by a third party in return for a periodic stream of payments over the term of the contract provided that no event of default has occurred; and (5) “total return,” which involve the exchange by a Fund with another party of their respective commitments and the total return side is based on the total return of an equity or debt instrument or loan, or index thereon, with a life longer than the swap. As the seller of a swap, the Fund would be subject to investment exposure on the notional amount of the swap.

Risks of Swap Agreements. The use of interest rate, mortgage, credit, currency and total return swaps, options on swaps, and interest rate caps, floors and collars, is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If the Manager is incorrect in its forecasts of market values, interest rates and/or currency exchange rates, or in its evaluation of the creditworthiness of swap counterparties and the issuers of the underlying assets, the investment performance of a Fund would be less favorable than it would have been if these investment techniques were not used. Because they are two-party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid investments. It may not be possible to enter into a reverse swap or close out a swap position prior to its original maturity and, therefore, a Fund may bear the risk of such position until its maturity. Moreover, 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 swap agreement counterparty. A Fund will enter into swap agreements only with counterparties that meet certain standards for creditworthiness (generally, such counterparties would have to be rated investment grade or better). Certain tax considerations may limit a Fund’s ability to use swap agreements. The swaps market is largely unregulated. It is possible that developments in the swaps market, including potential government regulation, could adversely affect a Fund’s ability to terminate existing swap agreements or to realize amounts to be received under such agreements. There is always the risk that these investments could reduce returns or increase a Fund’s volatility. See the “Taxation” section for more information.

Structured Investments and Hybrid Instruments

Structured investments, including hybrid instruments, are instruments whose principal amount, amount payable upon maturity or interest rate is tied (positively or negatively) to the value of an index, interest rate, commodity, currency or other economic factor, or assets including, equity or debt securities, currencies, commodities, and loans (each a “benchmark”). Structured investments may combine the characteristics of securities, futures, and options. The interest rate or (unlike most debt securities) the amount payable at maturity of a structured investment may be increased or decreased, depending on changes in the value of the benchmark, although a structured investment may also be structured so that the issuer is not required to pay interest if the benchmark rises or falls to a certain level. Structured investments can be used as an efficient means of pursuing a variety of investment goals, including currency hedging, duration management, and increased total return. Structured investments include a wide variety of investments, including credit-linked securities, structured notes, indexed securities, commodity-linked notes and CBOs, CLOs and other CDOs. Structured investments include potentially high-risk derivatives.

The risks presented by structured investments may include market and regulatory risk, price volatility risk, credit risk, derivatives risk, liquidity risk and currency risk, in addition to the risks associated with the benchmark. The value of a structured investment or its interest rate may be a multiple of a benchmark and, as a result, the structured investment may be leveraged and change in value (up or down) in a greater amount and more rapidly than the benchmark. A benchmark may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a structured investment. Under certain conditions, the amount payable upon maturity of a structured investment could be zero. Thus, an investment in a structured investment may entail significant risks that are not associated with an investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays a fixed rate or floating rate of interest. The purchase of a structured investment also exposes a Fund to the credit risk of the issuer of the structured investment. Structured investments may be subordinated or unsubordinated with respect to other classes of the issuer’s securities. Subordinated structured investments typically have higher yields and present greater risks than unsubordinated investments. Structured investments may also be more difficult to accurately price than less complex securities. Structured investments generally are individually negotiated agreements and are typically sold in private placement transactions; thus, there may not be an active trading market for a structured investment held by a Fund and it may be difficult for the Fund to sell a structured investment.

A structured investment may be structured by depositing specified instruments (such as commercial bank loans) into an entity such as a corporation or trust that issues one or more classes of securities backed by, or representing interest in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the securities issued to create securities with different investment characteristics, such as varying maturities, payment priorities and interest rate provisions. Amounts payable by such securities, and the value of such securities, will be dependent on the cash flow or value of the underlying instruments. Structured investments created by depositing securities in a corporation or trust typically involve no credit enhancement and their credit risk generally will be linked to that of the underlying instruments.

Certain issuers of structured instruments may be deemed to be investment companies as defined in the 1940 Act. As a result, a Fund’s investments in these products will be subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the 1940 Act.

Credit-Linked Securities. Credit-linked securities are issued by a limited purpose trust or other vehicle that, in turn, invests in a basket of derivative instruments, such as credit default swaps, interest rate swaps and other securities, in order to provide exposure to certain high yield or other fixed income markets. A Fund may invest in credit-linked securities as a cash management tool in order to gain exposure to the high yield markets and/or to remain fully invested when more traditional income producing securities are not available. Like an investment in a bond, investments in credit-linked securities represent the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the security. However, these payments are conditioned on the trust’s receipt of payments from, and the trust’s potential obligations to, the counterparties to the derivative

instruments and other securities in which the trust invests. For instance, the trust may sell one or more credit default swaps, under which the trust would receive a stream of payments over the term of the swap agreements provided that no event of default has occurred with respect to the referenced debt obligation upon which the swap is based. If a default occurs, the stream of payments may stop and the trust would be obligated to pay the counterparty the par value (or other agreed upon value) of the referenced debt obligation. This, in turn, would reduce the amount of income and principal that a Fund would receive as an investor in the trust. A Fund’s investments in these instruments are indirectly subject to the risks associated with derivative instruments, including, among others, credit risk, default or similar event risk, counterparty risk, interest rate risk, leverage risk and management risk. It is expected that the securities will be exempt from registration under the 1933 Act. Accordingly, there may be no established trading market for the securities and they may constitute illiquid investments.

Commodity-Linked Notes. Certain structured products may provide exposure to the commodities markets. These are derivative securities with one or more commodity-linked components that have payment features similar to commodity futures contracts, commodity options, or similar instruments. Commodity-linked structured products may be either equity or debt securities, leveraged or unleveraged, and have both security and commodity-like characteristics. A portion of the value of these instruments may be derived from the value of a commodity, futures contract, index or other economic variable. The Funds will only invest in commodity-linked structured products that qualify under applicable rules of the CFTC for an exemption from the provisions of the CEA.

Structured Notes and Indexed Securities. Structured notes are derivative debt instruments, the interest rate or principal of which is determined by an unrelated indicator (for example, a currency, security, commodity or index thereof). The terms of the instrument may be “structured” by the purchaser and the borrower issuing the note. Indexed securities may include structured notes as well as securities other than debt securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities may include a multiplier that multiplies the indexed element by a specified factor and, therefore, the value of such securities may be very volatile. The terms of structured notes and indexed securities may provide that in certain circumstances no principal is due at maturity, which may result in a loss of invested capital. Structured notes and indexed securities may be positively or negatively indexed, so that appreciation of the unrelated indicator may produce an increase or a decrease in the interest rate or the value of the structured note or indexed security at maturity may be calculated as a specified multiple of the change in the value of the unrelated indicator. Therefore, the value of such notes and securities may be very volatile. Structured notes and indexed securities may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the unrelated indicator.

Structured notes or indexed securities also may be more volatile, less liquid, and more difficult to accurately price than less complex securities and instruments or more traditional debt securities. To the extent a Fund invests in these notes and securities, however, it analyzes these notes and securities in its overall assessment of the effective duration of the Fund’s holdings in an effort to monitor the Fund’s interest rate risk. Certain issuers of structured products may be deemed to be investment companies as defined in the 1940 Act. As a result, the Funds’ investments in these structured products may be subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the 1940 Act.

Master Limited Partnerships (“MLPs”)

MLPs are limited partnerships in which ownership units are publicly traded. Generally, an MLP is operated under the supervision of one or more managing general partners. Limited partners, such as a Fund that invests in an MLP, are not involved in the day-to-day management of the MLP. Investments in MLPs are generally subject to many of the risks that apply to partnerships. For example, holders of the units of MLPs may have limited control and limited voting rights on matters affecting the MLP. There may be fewer investor protections afforded investors in an MLP than investors in a corporation. Conflicts of interest may exist among limited partners and the general partner of an MLP. Holders of units of an MLP are allocated income and capital gains in accordance with the terms of the partnership agreement. MLPs that concentrate in a particular industry or region are subject to risks associated with such industry or region. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. Investments held by MLPs may be illiquid. MLP units may trade infrequently and in limited volume, and they may be subject to abrupt or erratic price movements.

Warrants and Rights

Warrants or rights may be acquired as part of a unit, attached to securities at the time of purchase; or acquired in connection with a corporate action without limitation and may be deemed to be with or without value. Warrants may be considered speculative in that they have no voting rights, pay no dividends, and have no rights with respect to the assets of the corporation issuing them. Warrants basically are options to purchase equity securities at a specific price valid for a specific period of time. They do not represent ownership of the securities, but only the right to buy them. Warrants differ from call options in that warrants are issued by the issuer of the security which may be purchased on their exercise, whereas call options may be written or issued by anyone. The prices of warrants do not necessarily move parallel to the prices of the underlying securities. If the market price of the underlying security does not exceed the exercise price of the warrant plus the cost thereof before the expiration date, a Fund could sustain losses on transactions in warrants that would require the Fund to forgo a portion or all of the benefits of advantageous change in the market price of the underlying security.

Warrants may be purchased with values that vary depending on the change in value of one or more specified indices (“index warrants”). Index warrants are generally issued by banks or other financial institutions and give the holder the right, at any time during the term of the warrant, to receive upon exercise of the warrant a cash payment from the issuer based on the value of the underlying index at the time of exercise.

Voluntary Actions

From time to time, a Fund may voluntarily participate in actions (for example, rights offerings, conversion privileges, exchange offers, credit event settlements) where an issuer or counterparty offers securities or instruments to its holders or counterparties, such as a Fund, and the acquisition is determined by the Manager to be beneficial to Fund shareholders (“Voluntary Action”). Notwithstanding any percentage investment limitation listed within the Trust’s prospectuses or SAI, or any percentage investment limitation of the 1940 Act or rules thereunder, if a Fund has the opportunity to acquire a permitted security or instrument through a Voluntary Action, and a Fund will exceed a percentage investment limitation following the acquisition, it will not constitute a violation if, after announcement of the offering but prior to the receipt of the securities or instruments, a Fund sells an offsetting amount of assets that are subject to the investment limitation in question at least equal to the value of the securities or instruments to be acquired.

Roll Transactions

A Fund may engage in roll-timing strategies where the Fund seeks to extend the expiration or maturity of a position, such as a forward contract, futures contract or a TBA Transaction, on an underlying asset by closing out the position before expiration and contemporaneously opening a new position with respect to the same underlying asset that has substantially similar terms except for a later expiration date. Such “rolls” enable the Fund to maintain continuous investment exposure to an underlying asset beyond the expiration of the initial position without delivery of the underlying asset. Similarly, as certain standardized swap agreements transition from over-the-counter trading to mandatory exchange-trading and clearing due to the implementation of Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) regulatory requirements, a Fund may “roll” an existing over-the-counter swap agreement by closing out the position before expiration and contemporaneously entering into a new exchange-traded and cleared swap agreement on the same underlying asset with substantially similar terms except for a later expiration date. These types of new positions opened contemporaneous with the closing of an existing position on the same underlying asset with substantially similar terms are collectively referred to as “Roll Transactions.”

Cybersecurity Risk

The use of technology is more prevalent in the financial industry, including the Funds’ management and operations. As a result, the Funds are more susceptible to risks associated with the technologies, processes and practices designed to protect networks, systems, computers, programs and data from attack, damage or unauthorized access, or “cybersecurity.” Such risks may include the theft, loss, misuse, improper release, corruption and/or destruction of, or unauthorized access to, confidential or restricted data relating to the Funds or shareholders, and the compromise or failure of systems, networks, devices and applications relating to Fund operations. A cybersecurity breach may result in financial losses to the Funds and shareholders; the inability of the Funds to timely process transactions or conduct trades; delays or mistakes in materials provided to shareholders; errors or delays in the calculation of Funds’ net asset values; violations of privacy and other laws (including those related to identity theft); regulatory fines, penalties and reputational damage; and compliance and remediation costs, legal fees and other expenses. In addition, the foregoing risks may adversely impact the Adviser, Managers, the Distributor and other service providers to the Funds, as well as financial intermediaries and parties with which the Funds do business, which in turn could result in losses to the Funds and shareholders and disruptions to the conduct of business between the Funds, shareholders, the Funds’ service providers and/or financial intermediaries.

While measures have been developed that are designed to reduce cybersecurity risks and to mitigate or lessen resulting damages, there is no guarantee that those measures will be effective, particularly because the Funds do not directly control the cybersecurity defenses or plans of their service providers, financial intermediaries and other parties with which the Funds transact.

INVESTMENT RESTRICTIONS

Fundamental Investment Restrictions

A. The following fundamental investment restrictions are for all Funds except Pacific Funds Short Duration Income, Pacific Funds Core Income, Pacific Funds Strategic Income, Pacific Funds Floating Rate Income, Pacific Funds Limited Duration High Income and Pacific Funds High Income.

Each Fund’s investment goal (except for the investment goal of the PF Currency Strategies Fund, PF Global Absolute Return Fund, Pacific Funds Diversified Alternatives, PF Emerging Markets Debt Fund, PF Floating Rate Loan Fund, PF International Small Cap Fund, PF Absolute Return Fund, PF Equity Long/Short Fund, PF Mid-Cap Value Fund, PF Small-Cap Value Fund, Pacific Funds Large-Cap, Pacific Funds Large-Cap Value, Pacific Funds Small/Mid-Cap, Pacific Funds Small-Cap, Pacific Funds Small-Cap Value and Pacific Funds Small-Cap Growth), as set forth in the Prospectuses and the investment restrictions as set forth below are fundamental policies of each Fund and may not be changed with respect to any Fund without the approval of a majority of the outstanding voting securities of that Fund. However, PLFA may, in consultation with the relevant Manager, revise investment

restrictions that are not fundamental policies of a Fund. The vote of a majority of the outstanding voting securities of a Fund means the vote, at an annual or special meeting of (a) 67% or more of the voting securities present at such meeting, if the holders of more than 50% of the outstanding voting securities of such Fund are present or represented by proxy; or (b) more than 50% of the outstanding voting securities of such Fund, whichever is the less. Under these restrictions, a Fund may not:

(i) except for the PF Real Estate Fund, invest in a security if, as a result of such investment, 25% or more of its total assets (taken at market value at the time of such investment) would be invested in the securities of issuers in any particular industry, except that this restriction does not apply to securities issued or guaranteed by the U.S. government or its agencies or instrumentalities (or repurchase agreements with respect thereto) or, with respect to the Portfolio Optimization Funds and Pacific Funds Diversified Alternatives, securities of other investment companies. This restriction does not apply to the PF Real Estate Fund, which will normally invest more than 25% of its total assets in securities of issuers of real estate investment trusts and in industries related to real estate;

(ii) with respect to 75% of its total assets (except in the case of the PF Currency Strategies Fund, PF Global Absolute Return Fund, PF Absolute Return Fund and PF Real Estate Fund) invest in a security if, as a result of such investment (at time of such investment): (a) more than 5% of its total assets would be invested in the securities of any one issuer, or (b) the Fund would hold more than 10% of the outstanding voting securities of any one issuer; except that these restrictions do not apply to securities issued or guaranteed by the U.S. government or its agencies or instrumentalities;

(iii) purchase or sell real estate (although it may purchase securities secured by real estate or interests therein, or securities issued by companies which invest in real estate, or interests therein and may hold for prompt sale and sell real estate or interests in real estate acquired through the forfeiture of collateral securing loans or debt securities held by it);

(iv) borrow money or pledge, mortgage or hypothecate its assets, except that a Fund may: (a) borrow from banks but only if immediately after each borrowing and continuing thereafter there is asset coverage of 300%, except where the PF International Small Cap Fund, PF Absolute Return Fund, PF Equity Long/Short Fund, PF Currency Strategies Fund, PF Global Absolute Return Fund, PF Emerging Markets Debt Fund, Pacific Funds Large-Cap, Pacific Funds Large-Cap Value, Pacific Funds Small/Mid-Cap, Pacific Funds Small-Cap, Pacific Funds Small-Cap Value and Pacific Funds Small-Cap Growth has borrowed money for temporary purposes in amounts not exceeding 5% of its total assets; (b) enter into reverse repurchase agreements and transactions in options, futures, and options on futures as described in the Prospectuses and in this SAI (the deposit of assets in escrow in connection with the writing of covered put and call options and the purchase of securities on a “when-issued” or delayed delivery basis and collateral arrangements with respect to initial or variation margin deposits for futures contracts will not be deemed to be pledges of a Fund’s assets); and (c) purchase securities on margin as described in the Prospectuses and in this SAI;

(v) except for the PF Floating Rate Loan Fund, lend any funds or other assets, except that a Fund may, consistent with its investment objective and policies: (a) invest in debt obligations including bonds, debentures or other debt securities, bankers’ acceptances, and commercial paper, even though the purchase of such obligations may be deemed to be the making of loans; (b) enter into repurchase agreements and reverse repurchase agreements; and (c) lend its portfolio securities to the extent permitted under applicable law;

(vi) with respect to the PF Floating Rate Loan Fund, make loans, except to the extent consistent with the 1940 Act, as amended, and the rules and regulations thereunder, or as may be permitted from time to time by regulatory authority. Without limiting the foregoing, the PF Floating Rate Loan Fund may: (a) acquire publicly distributed or privately placed debt securities or other debt instruments (including participations and assignments of loans) in which it is authorized to invest in accordance with its respective investment objectives and policies; (b) engage in direct loan activity as originator or as part of a loan syndicate; (c) enter into repurchase agreements and reverse repurchase agreements; and (d) lend its portfolio securities to the extent permitted under applicable law;

(vii) act as an underwriter of securities of other issuers, except, when in connection with the disposition of fund securities, it may be deemed to be an underwriter under the federal securities laws.

Non-Fundamental Summaries of Current Legal Requirements and Interpretations Related to Certain Fundamental Investment Restrictions

This section summarizes current legal requirements and interpretations applicable to the Funds with respect to certain of the fundamental investment restrictions listed above. The current legal requirements and interpretations are subject to change at any time, and this section may be revised at any time to reflect changes in legal requirements or interpretations, or to further clarify existing requirements or interpretations. No part of this section constitutes a fundamental policy or a part of any of the above fundamental investment restrictions. The discussion in this section provides summary information only and is not a comprehensive discussion. It does not constitute legal advice. Investors who are interested in obtaining additional detail about these requirements and interpretations should consult their own counsel.

With respect to fundamental investment restriction (i): Government-issued mortgage-related securities, including CMOs, are considered government securities. For purposes of complying with this restriction, a Fund, in consultation with its Managers, utilizes

its own industry classifications. In addition, for purposes of complying with fundamental investment restriction (i), the Portfolio Optimization Funds and Pacific Funds Diversified Alternatives will consider the concentration of the Underlying Funds.

With respect to fundamental investment restriction (iv): A Fund may only borrow money or pledge, mortgage or hypothecate its assets up to a maximum limit of one-third of its total assets after the borrowing, plus (for applicable Funds) up to 5% of total assets for temporary purposes.

With respect to fundamental investment restrictions (v) and (vi): Investments in loan participations and assignments are considered to be debt obligations and are therefore, permissible investments for the Funds.

With respect to fundamental investment restriction (vii): Currently, under the 1940 Act and other federal securities laws, a fund is considered an “underwriter” if the fund participates in the public distribution of securities of other issuers, which involves purchasing the securities from an issuer with the intention of reselling the securities to the public. A fund that purchases securities in a private transaction for investment purposes and later sells those securities to institutional investors in a restricted sale could, under one view, technically be considered to be an underwriter of those securities. Under current legal requirements, fundamental investment restriction (vii) permits a Fund to sell securities in this circumstance.

B. The following fundamental investment restrictions are for Pacific Funds Short Duration Income, Pacific Funds Core Income, Pacific Funds Strategic Income, Pacific Funds Floating Rate Income, Pacific Funds Limited Duration High Income and Pacific Funds High Income only.

The investment restrictions as set forth below are fundamental policies of each Fund and may not be changed with respect to any Fund without the approval of a majority of the outstanding voting securities of that Fund. However, the Adviser may revise investment restrictions that are not fundamental policies of a Fund. The vote of a majority of the outstanding voting securities of the Fund means the vote, at an annual or special meeting of (a) 67% or more of the voting securities present at such meeting, if the holders of more than 50% of the outstanding voting securities of such Fund are present or represented by proxy; or (b) more than 50% of the outstanding voting securities of such Fund, whichever is the less. Under these restrictions, a Fund may not:

(i) invest in a security if, as a result of such investment, 25% or more of its total assets (taken at market value at the time of such investment) would be invested in the securities of issuers in any particular industry, except that this restriction does not apply to securities issued or guaranteed by the U.S. government or its agencies or instrumentalities (or repurchase agreements with respect thereto);

(ii) with respect to 75% of its total assets (except in the case of Pacific Funds Floating Rate Income) invest in a security if, as a result of such investment (at time of such investment): (a) more than 5% of its total assets would be invested in the securities of any one issuer, or (b) a Fund would hold more than 10% of the outstanding voting securities of any one issuer; except that these restrictions do not apply to securities issued or guaranteed by the U.S. government or its agencies or instrumentalities and securities of other investment companies;

(iv) borrow money or pledge, mortgage or hypothecate its assets, except that a Fund may: (a) borrow from banks but only if immediately after each borrowing and continuing thereafter there is asset coverage of 300%, except where a Fund has borrowed money for temporary purposes in amounts not exceeding 5% of its total assets; (b) enter into reverse repurchase agreements and transactions in options, futures, and options on futures as described in the Prospectuses and in this SAI (the deposit of assets in escrow in connection with the writing of covered put and call options and the purchase of securities on a “when-issued” or delayed delivery basis and collateral arrangements with respect to initial or variation margin deposits for futures contracts will not be deemed to be pledges of a Fund’s assets); and (c) purchase securities on margin as described in the Prospectuses and in this SAI;

(v) except for Pacific Funds Core Income, make loans, except to the extent consistent with the 1940 Act, as amended, and the rules and regulations thereunder, or as may be permitted from time to time by regulatory authority. Without limiting the foregoing, Pacific Funds Short Duration Income, Pacific Funds Strategic Income, Pacific Funds Floating Rate Income, Pacific Funds Limited Duration High Income and Pacific Funds High Income may: (a) acquire publicly distributed or privately placed debt securities or other debt instruments (including participations and assignments of loans) in which it is authorized to invest in accordance with its investment objectives and policies; (b) engage in direct loan activity as originator or as part of a loan syndicate; (c) enter into repurchase agreements; and (d) lend its portfolio securities to the extent permitted under applicable law;

(vi) with respect to Pacific Funds Core Income, lend any funds or other assets, except that the Fund may, consistent with its investment objective and policies: (a) invest in debt obligations including bonds, debentures or other debt securities, bankers’ acceptances, and commercial paper, even though the purchase of such obligations may be deemed to be the making of loans; (b) enter into repurchase agreements; and (c) lend its portfolio securities to the extent permitted under applicable law;

Non-Fundamental Summaries of Current Legal Requirements and Interpretations Related to Certain Fundamental Investment Restrictions

With respect to fundamental investment restriction (i): Government-issued mortgage-related securities, including CMOs, are considered government securities. For purposes of complying with this restriction, each Fund, in consultation with its Manager, utilizes its own industry classifications.

Non-Fundamental Investment Restrictions

The following non-fundamental investment restrictions apply to all Funds, unless otherwise stated:

1. A Fund may not purchase illiquid securities or repurchase agreements maturing in more than seven days if as a result of such purchase, more than 15% of the Fund’s net assets would be invested in such securities.

2. A Fund may not purchase or sell commodities or commodities contracts, except subject to restrictions described in the Prospectuses and in this SAI that: (a) each Fund may engage in futures contracts and options on futures contracts; and (b) each Fund may enter into forward contracts including forward foreign currency contracts.

3. If a Fund has a policy on investing at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in a manner consistent with its name, it will provide at least 60 days prior written notice of any change to such policy.

4. A Fund which serves as an Underlying Fund for a fund-of-funds (such as the Portfolio Optimization Funds or Pacific Funds Diversified Alternatives) may not invest in securities of other investment companies in reliance on Section 12(d)(1)(F) or (G) of the 1940 Act, or any successor provisions.

Unless otherwise specifically stated in a Fund’s Prospectus or above, each Fund’s investment restriction will apply only at the time of investment (and subsequent fluctuations in the value of Fund securities or the sale of Fund securities will not result in a violation of the restriction). For purposes of restriction 2 above, an option on a foreign currency shall not be considered a commodity or commodity contract.

ORGANIZATION AND MANAGEMENT OF THE TRUST

The Trust is a Delaware statutory (formerly business) trust organized on May 21, 2001, and currently consists of forty-two separate Funds. The assets of each Fund are segregated, and your interest is limited to the Fund in which you invest. The full legal name of the Trust is “Pacific Funds Series Trust,” although it may be referred to as “Pacific Funds” or the “Trust.”

Management Information

The business and affairs of the Trust are managed under the direction of the Board of Trustees under the Trust’s Declaration of Trust. Trustees who are not deemed to be “interested persons” of the Trust as defined in the 1940 Act are referred to as “Independent Trustees.” Certain Trustees and officers are deemed to be “interested persons” of the Trust and thus are referred to as “Interested Persons,” because of their positions with PLFA and/or Pacific Life. The Trustees and officers of the Trust and their principal occupations during the past five years as well as certain additional occupational information is shown below. The address of each Trustee and officer is c/o Pacific Funds, 700 Newport Center Drive, Newport Beach, CA 92660. None of the Trustees hold directorships in companies that file periodic reports with the SEC or in other investment companies, other than those listed below.

I. Interested Persons


Name and Age	Position(s) with the Trust and Length of Time Served¹	Current Directorship(s) Held and Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen²
James T. Morris Year of birth 1960	Chairman of the Board and Trustee since 1/11/07 (Chief Executive Officer 1/07 to 12/09)	Director (4/07 to present), Chairman (5/08 to present), Chief Executive Officer (4/07 to present) and President (4/07 to 3/12; 1/16 to present) of Pacific Mutual Holding Company and Pacific LifeCorp; Director (4/07 to present), Chairman (5/08 to present), Chief Executive Officer (4/07 to present) and President (4/07 to 3/12; 1/16 to present) of Pacific Life; Chief Executive Officer (5/07 to 10/15) and President (5/07 to 3/12) of Pacific Life Fund Advisors LLC; Director (4/16 to present) of Edison International; and Chairman of the Board and Trustee (1/07 to present) and Chief Executive Officer (1/07 to 12/09) of Pacific Select Fund.	99
Mary Ann Brown Year of birth 1951	Chief Executive Officer since 1/01/10 (President 1/07 to 12/09)	Executive Vice President (4/10 to present) and Senior Vice President (5/06 to 3/10) of Pacific LifeCorp; Executive Vice President (4/10 to present) and Senior Vice President (3/05 to 3/10) of Pacific Life; Executive Vice President (4/10 to present) and Senior Vice President (5/07 to 3/10) of Pacific Life Fund Advisors LLC; and Chief Executive Officer (1/10 to present) and President (1/07 to 12/09) of Pacific Select Fund.	99
Howard T. Hirakawa Year of birth 1962	Senior Vice President since 12/10/14 (Vice President 6/06 to 12/14)	Senior Vice President (4/14 to present) and Vice President (5/07 to 3/14) of Pacific Life Fund Advisors LLC; and Senior Vice President (12/14 to present) and Vice President (6/06 to 12/14) of Pacific Select Fund.	99
Robin S. Yonis Year of birth 1954	Vice President and General Counsel since 6/13/01 and Assistant Secretary since 9/17/15	Vice President, Fund Advisor General Counsel and Assistant Secretary (5/07 to present) of Pacific Life Fund Advisors LLC; and Vice President and General Counsel (4/05 to present) and Assistant Secretary (9/15 to present) of Pacific Select Fund.	99
Sharon E. Pacheco Year of birth 1957	Vice President and Chief Compliance Officer since 6/04/04	Vice President and Chief Compliance Officer (11/03 to present) of Pacific Mutual Holding Company and Pacific LifeCorp; Vice President (2/00 to present) and Chief Compliance Officer (1/03 to present) of Pacific Life; Vice President and Chief Compliance Officer (5/07 to present) of Pacific Life Fund Advisors LLC; and Vice President and Chief Compliance Officer (6/04 to present) of Pacific Select Fund.	99
Eddie D. Tung Year of birth 1957	Vice President since 11/14/05 and Treasurer since 9/17/15 (Assistant Treasurer 11/05 to 9/15)	Vice President (4/15 to present) and Assistant Vice President (4/03 to 3/15) of Pacific Life; Vice President (4/15 to 10/15) and Assistant Vice President (5/07 to 3/15) of Pacific Life Fund Advisors LLC; and Vice President and Treasurer (9/15 to present), Assistant Vice President and Assistant Treasurer (11/05 to 9/15) of Pacific Select Fund.	99
Jane M. Guon Year of birth 1964	Vice President and Secretary since 1/01/11	Vice President and Secretary (1/11 to present), Assistant Vice President (4/06 to 12/10) and Assistant Secretary (6/98 to 12/10) of Pacific Mutual Holding Company and Pacific LifeCorp; Director, Vice President and Secretary (1/11 to present), Assistant Vice President (4/06 to 12/10) and Assistant Secretary (2/95 to 12/10) of Pacific Life; Vice President and Secretary (1/11 to present), and Assistant Vice President and Assistant Secretary (5/07 to 12/10) of Pacific Life Fund Advisors LLC; Vice President and Secretary (1/11 to present), Assistant Vice President (5/06 to 12/10) and Assistant Secretary (5/99 to 12/10) of Pacific Select Distributors, LLC; and Vice President and Secretary (1/11 to present) of Pacific Select Fund.	99
Laurene E. MacElwee Year of birth 1966	Vice President since 4/04/05 and Assistant Secretary since 6/13/01	Vice President (4/11 to present), Assistant Secretary (5/07 to present) and Assistant Vice President (5/07 to 3/11) of Pacific Life Fund Advisors LLC; and Vice President (12/11 to present), Assistant Secretary (4/05 to present) and Assistant Vice President (4/05 to 12/11) of Pacific Select Fund.	99


Name and Age	Position(s) with the Trust and Length of Time Served¹	Current Directorship(s) Held and Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen²
Carleton J. Muench Year of birth 1973	Vice President since 11/30/06	Vice President (4/14 to present) and Assistant Vice President (5/07 to 3/14) of Pacific Life Fund Advisors LLC; and Vice President (12/14 to present) and Assistant Vice President (11/06 to 12/14) of Pacific Select Fund.	99
Kevin W. Steiner Year of birth 1975	Vice President since 1/01/13	Assistant Vice President (4/12 to present), Mutual Funds Compliance Director (4/08 to 3/12) and Mutual Funds Compliance Manager (10/06 to 3/08) of Pacific Life Fund Advisors LLC; and Assistant Vice President (1/13 to present) of Pacific Select Fund.	99
Audrey L. Cheng Year of birth 1975	Vice President since 12/11/13	Assistant Vice President (9/11 to present) of Pacific Life; Vice President and Attorney (6/08 to 8/11) of Pacific Investment Management Company LLC (“PIMCO”); and Assistant Vice President (12/13 to present) of Pacific Select Fund.	99
Trevor T. Smith Year of birth 1975	Vice President and Assistant Treasurer since 3/23/16	Director of Variable Products Accounting (4/09 to present) of Pacific Life; and Assistant Vice President and Assistant Treasurer (3/16 to present) of Pacific Select Fund.	99

II. Independent Trustees


Name and Age	Position(s) with the Trust and Length of Time Served¹	Current Directorship(s) Held and Principal Occupation(s) During Past 5 Years (and certain additional occupation information)	Number of Funds in Fund Complex Overseen²
Frederick L. Blackmon Year of birth 1952	Trustee since 9/13/05	Trustee (1/05 to present) of Pacific Select Fund; Director (2005 to present) of Trustmark Mutual Holding Company; Former Executive Vice President and Chief Financial Officer (1995 to 2003) of Zurich Life; Former Executive Vice President and Chief Financial Officer (1989 to 1995) of Alexander Hamilton Life Insurance Company (subsidiary of Household International); Member of Board of Trustees (2010 to present) of Cranbrook Educational Community; Former Member of Board of Governors (1994 to 1999) of Cranbrook Schools; and Former Member of Board of Regents (1993 to 1996) of Eastern Michigan University.	99
Gale K. Caruso Year of birth 1957	Trustee since 1/01/06	Trustee (1/06 to present) of Pacific Select Fund; Independent Trustee (2/15 to present) of Matthews Asia Funds; Former Member of the Board of Directors (2005 to 2009) of LandAmerica Financial Group, Inc; Former President and Chief Executive Officer (1999 to 2003) of Zurich Life; Former Chairman, President and Chief Executive Officer (1994 to 1999) of Scudder Canada Investor Services, Ltd. and Managing Director (1986 to 1999) of Scudder Kemper Investments; Former Member of the Advisory Council to the Trust (2006 to 2009) for Public Land in Maine; and Former Member of the Board of Directors (2005 to 2012) of Make-A-Wish of Maine.	99
Paul A. Keller Year of birth 1954	Trustee since 6/20/16	Trustee (6/16 to present) of Pacific Select Fund; Consultant to the Trust and Pacific Select Fund (11/15 to 6/16); Independent Trustee (8/10 to present) of Fenimore Asset Management Trust (FAM Funds); Business Consultant (7/10 to present) (sole proprietor); Certified Public Accountant in New York (1982 to present); Adjunct Professor of Accounting (2011 to 2015), SUNY College at Old Westbury; Interim Chief Financial Officer (2014 to 2015) of The Leon Levy Foundation; Former Partner (1986 to 1999) of McGladrey & Pullen LLP; and Former Partner (1999 to 2010) of PricewaterhouseCoopers LLP.	99


Name and Age	Position(s) with the Trust and Length of Time Served¹	Current Directorship(s) Held and Principal Occupation(s) During Past 5 Years (and certain additional occupation information)	Number of Funds in Fund Complex Overseen²
Lucie H. Moore Year of birth 1956	Trustee since 6/13/01	Trustee (10/98 to present) of Pacific Select Fund; Member of the Board of Trustees (2014 to present) of Azusa Pacific University; Former Partner (1984 to 1994) with Gibson, Dunn & Crutcher (Law); Former Member of the Board of Trustees (2007 to 2011) of Sage Hill School; Former Member (2000 to 2009) of the Board of Trustees of The Pegasus School; Former Member of the Board of Directors (2005 to 2010) of HomeWord (non-profit donor supported ministry); and Former Member of the Advisory Board (1993 to 2004) of Court Appointed Special Advocates (CASA) of Orange County.	99
Nooruddin (Rudy) S. Veerjee Year of birth 1958	Trustee since 9/13/05	Trustee (1/05 to present) of Pacific Select Fund; Former President (1997 to 2000) of Transamerica Insurance and Investment Group; Former President (1994 to 1997) of Transamerica Asset Management; Former Chairman and Chief Executive Officer (1995 to 2000) of Transamerica Premier Funds (Mutual Fund); and Former Director (1994 to 2000) of various Transamerica Life Companies.	99
G. Thomas Willis Year of birth 1942	Trustee since 2/24/04	Trustee (11/03 to present) of Pacific Select Fund; Certified Public Accountant in California (1967 to present); Former Partner (Audit) (1976 to 2002) of PricewaterhouseCoopers LLP (Accounting and Auditing).	99

¹A Trustee serves until he or she resigns, retires, or his or her successor is elected and qualified.

² As of August 1, 2016, the “Fund Complex” consists of Pacific Select Fund (57 funds) and the Trust (42 Funds).

Board of Trustees

Additional Information Concerning the Board of Trustees

The Role of the Board. The Board of Trustees (“Board”) oversees the management and operations of the Trust. Like most mutual funds, the day-to-day management and operation of the Trust is performed by various service providers to the Trust, such as the Trust’s Adviser, the Managers, the distributor, administrator, custodian, and transfer agent, each of which is discussed in greater detail in this SAI. The Board has appointed senior employees of certain of these service providers as officers of the Trust, with responsibility to monitor and report to the Board on the Trust’s operations. The Board receives regular reports from these officers and service providers regarding the Trust’s operations. For example, the Treasurer provides reports as to financial reporting matters and investment personnel report on the performance of the Funds. The Board has appointed a Fund Chief Compliance Officer who administers the Trust’s compliance program and regularly reports to the Board as to compliance matters. Some of these reports are provided as part of formal Board meetings which are typically held quarterly, in person, and involve the Board’s review of recent the Trust’s operations. From time to time one or more Independent Trustees may also meet with management in less formal settings, between scheduled Board meetings, to discuss various topics. In all cases, however, the role of the Board and of any individual Trustee is one of oversight and not of management of the day-to-day affairs of the Trust and its oversight role does not make the Board a guarantor of the Trust’s investments, operations or activities.

Board Structure, Leadership. The Board has structured itself in a manner that it believes allows it to perform its oversight function effectively. It has established four standing committees, an Audit Committee, a Policy Committee, a Governance Committee and a Trustee Valuation Committee, which are discussed in greater detail under “Committees” below. More than 75% of the members of the Board are Independent Trustees and each of the Audit, Policy and Governance Committee is comprised entirely of Independent Trustees. The Chairman of the Board is the Chairman and Chief Executive Officer (“CEO”) of Pacific Life and President and CEO of the Adviser. The Board has a Lead Independent Trustee, who acts as the primary liaison between the Independent Trustees and management. The Independent Trustees, including the Lead Independent Trustee, help identify matters for consideration by the Board and the Lead Independent Trustee regularly participates in the agenda setting process for Board meetings. The Lead Independent Trustee serves as Chairman of the Trust’s Policy Committee, which provides a forum for the Independent Trustees to meet in separate session to deliberate on matters relevant to the Trust. The Independent Trustees have also engaged their own independent counsel to advise them on matters relating to their responsibilities in connection with the Trust. The Board reviews its structure annually. In developing its structure, the Board has considered that the Chairman of the Board, as the Chairman and CEO of Pacific Life and President and CEO of the Adviser, can provide valuable input as to, among other things, the operation of the Adviser and Pacific Life, their financial condition and business plans relating to the Trust. The Board has also determined that the structure of the Lead Independent Trustee and the function and composition of the Policy, Audit, Governance

and Trustee Valuation Committees are appropriate means to provide effective oversight on behalf of the Trust’s shareholders and address any potential conflicts of interest that may arise from the Chairman’s status as an Interested Trustee.

Board Oversight of Risk Management. As part of its oversight function, the Board receives and reviews various risk management reports and assessments and discusses these matters with appropriate management and other personnel. The full Board receives reports from the Adviser and Managers as to investment risks as well as other risks that may also be discussed in Policy or Audit Committee. In addition, the Board receives reports from the Adviser’s Risk Oversight Committee regarding its assessments of potential material risks associated with the Trust and the manner in which those risks are addressed. Because risk management is a broad concept comprised of many elements, Board oversight of different types of risks is handled in different ways. For example, the Board and its committees periodically receive reports from Pacific Life and its Chief Risk Officer as to Pacific Life’s enterprise risk management. The Board and its committees also receive periodic reports as to how the Adviser conducts service provider oversight and how it monitors for other risks, such as derivatives risk, business continuity risks and risks that might be present with individual Managers or specific investment strategies. The Audit Committee meets regularly with the Chief Compliance Officer to discuss compliance and operational risks. The Audit Committee also meets regularly with the Treasurer, and the Fund’s independent registered public accounting firm and, when appropriate, with other Pacific Life personnel to discuss, among other things, the internal control structure of the Trust’s financial reporting function.

Information about Each Trustee’s Qualification, Experience, Attributes or Skills. The Board believes that each of the Trustees has the qualifications, experience, attributes and skills (“Trustee Attributes”) appropriate to their continued service as a Trustee of the Trust in light of the Trust’s business and structure. In addition to a demonstrated record of business and/or professional accomplishment, each of the Trustees (other than Mr. Keller, who became a Trustee in 2016) has served on the Board for a number of years. They therefore have substantial board experience and, in their service to the Trust, have gained substantial insight as to the operation of the Trust and have demonstrated a commitment to discharging oversight duties as trustees in the interests of shareholders. The Trust’s Governance Committee annually conducts a “self-assessment” wherein the effectiveness of the Board and its committees is reviewed. In conducting its annual self-assessment, the Governance Committee has determined that the Trustees have the appropriate attributes and experience to continue to serve effectively as Trustees of the Trust. As the Trustees also serve as trustees of the Pacific Select Fund (all shareholders of which are insurance or annuity clients of Pacific Life), certain of the Trustee Attributes may be particularly relevant to their service on the Board of the Pacific Select Fund while other attributes may be equally applicable to their service on both trusts.

In addition to the information provided in the charts above, including in particular the many years of mutual fund experience on the Board of the Trust and Pacific Select Fund certain additional information regarding the Trustees and their Trustee Attributes is provided below. The information is not all-inclusive. Many Trustee Attributes involve intangible elements, such as intelligence, integrity and work ethic, along with the ability to work together, to communicate effectively, to exercise judgment and ask incisive questions, and commitment to shareholder interests.

Mr. Morris is Chairman and CEO of Pacific Life and President and CEO of the Adviser, meaning he is an “Interested Person” of the Trust. In these positions, Mr. Morris has intimate knowledge of Pacific Life and the Adviser, their products, operations, personnel, and financial resources. His position of influence and responsibility at Pacific Life, in addition to his knowledge of the firm, has been determined to be valuable to the Board in its oversight of the Trust.

Mr. Blackmon has insurance company and financial accounting experience as a former Chief Financial Officer of Zurich Life and Alexander Hamilton Life Insurance Company as well as board experience as a director of Trustmark Mutual Holding Company (an insurance company).

Ms. Caruso has executive experience from her former positions as President and Chief Executive Officer of Zurich Life, Chairman, President and Chief Executive Officer of Scudder Canada Investor Services, Ltd. and Managing Director of Scudder Kemper Investments. Ms. Caruso also has prior insurance company board experience, having previously served as a director of LandAmerica Financial Group, Inc. (an insurance company) and on the board of directors of the Illinois Life Insurance Council as well as prior insurance fund and mutual fund board experience. Ms. Caruso also serves as a trustee of the Matthews Asia Funds (a series of mutual funds).

Ms. Moore has significant legal experience as a former Partner with the law firm of Gibson, Dunn & Crutcher.

Mr. Veerjee has insurance company executive experience as former President of Transamerica Insurance and Investment Group. He also has executive mutual fund and asset management experience as former President of Transamerica Asset Management and as former Chairman and Chief Executive Officer of Transamerica Premier Funds.

Mr. Willis has financial accounting experience as a Certified Public Accountant and was a former Audit Partner in the investment company practice at PricewaterhouseCoopers LLP.

Mr. Keller has financial accounting experience as a Certified Public Accountant and was a former Audit Partner at PricewaterhouseCoopers LLP with over 30 years of experience in the mutual fund industry. Mr. Keller also has mutual fund board experience, serving as a trustee of FAM Funds.

Committees. The standing committees of the Board are the Audit Committee, the Policy Committee, the Governance Committee and the Trustee Valuation Committee.

The members of the Audit Committee include each Independent Trustee of the Trust. The Audit Committee operates pursuant to a separate charter and is responsible for, among other things, reviewing and recommending to the Board the selection of the Trust’s independent registered public accounting firm, reviewing the scope of the proposed audits of the Trust, reviewing with the independent registered public accounting firm the accounting and financial controls of the Trust, reviewing with the independent registered public accounting firm the results of the annual audits of the Trust’s financial statements, interacting with the Trust’s independent registered public accounting firm on behalf of the full Board, assisting the Board in its oversight of the Trust’s compliance with legal and regulatory requirements, and receiving reports from the Chief Compliance Officer. Mr. Willis serves as Chairman of the Audit Committee. The Audit Committee met four times during the fiscal year ended March 31, 2016.

The members of the Policy Committee include each Independent Trustee of the Trust. The Policy Committee operates pursuant to a separate charter and its primary responsibility is to provide a forum for the Independent Trustees to meet and deliberate on certain matters to be presented to the Board for its review and/or consideration for approval at Board meetings. Mr. Veerjee serves as Chairman of the Policy Committee. The Policy Committee met six times during the fiscal year ended March 31, 2016.

The members of the Governance Committee include each Independent Trustee of the Trust. The Governance Committee operates pursuant to a separate charter and is responsible for, among other things, the Trustees’ “self-assessment,” making recommendations to the Board concerning the size and composition of the Board, determining compensation of the Independent Trustees, establishing an Independent Trustee retirement policy and the screening and nomination of new candidates to serve as Trustees. With respect to new Trustee candidates, the Governance Committee may seek referrals from a variety of sources and may engage a search firm to assist it in identifying or evaluating potential candidates. The Governance Committee will consider any candidate for Trustee recommended by a current shareholder if such recommendation contains sufficient background information concerning the candidate to enable the Governance Committee to make a proper judgment as to the candidate’s qualifications. The recommendation must be submitted in writing and addressed to the Governance Committee Chairperson at the Trust’s offices: Pacific Funds’ Governance Committee, c/o Pacific Life Fund Advisors LLC, 700 Newport Center Drive, Newport Beach, CA 92660, Attention: Governance Committee Chairperson. Ms. Moore serves as Chairperson of the Governance Committee. The Governance Committee met two times during the year ended March 31, 2016.

The members of the Trustee Valuation Committee consist of any two or more Trustees, at least one of whom is an Independent Trustee of the Trust. The two or more Trustees who serve as the members may vary from meeting to meeting. The Trustee Valuation Committee’s primary responsibility is to oversee the implementation of the Trust’s valuation procedures, including valuing securities for which market prices or quotations are not readily available or are deemed to be unreliable and reviewing fair value determinations made by the Adviser or a Manager on behalf of the Board as specified in the Fund’s valuation procedures adopted by the Board. The Trustee Valuation Committee met two times during the fiscal year ended March 31, 2016.

Deferred Compensation Agreement. Pursuant to the Deferred Compensation Agreement, an Independent Trustee has the option to elect to defer receipt of up to 100% of his or her annual compensation payable by the Trust or any other entity considered a “single employer” under the Code, and such amount is placed into a deferral account. Amounts in the deferral account are obligations of the Trust that are payable in accordance with the Deferred Compensation Agreement. A Trustee who defers compensation has the option to select credit rate options that track the performance, at NAV of Class A and/or P shares of the corresponding series of the Trust without a sales load. Accordingly, the market value appreciation or depreciation of a Trustee’s deferral account will cause the expenses of the Trust to increase or decrease due to market fluctuations. Distributions from the Trustees’ deferral accounts will be paid in a cash lump sum in January or, if a participant so elects, in up to 10 annual installments commencing in January on the earlier of either: (i) a specified date within the ten year period commencing one year after the last day of the year for which the compensation was deferred; (ii) the year immediately following the year during which the Trustee ceases to be a Trustee of the Trust. If a Trustee dies before his or her account is paid, the account will be paid in a lump sum within a reasonable time following notice of the Trustee’s death. Effective January 1, 2005, the old Deferred Compensation Agreement was frozen to permit no further deferrals. A new Deferred Compensation Agreement was adopted to comply with Section 409A of the Code. The new Deferred Compensation Agreement is substantially similar to the old Deferred Compensation Agreement, but provides that a Trustee may receive deferred amounts in the event of a disability or unforeseeable emergency. In addition, the new Deferred Compensation Agreement provides that a Trustee may only elect to further defer amounts in a deferral account (whether or not established under the old or new Deferred Compensation Agreement) if: (i) such election is made more than twelve months prior to the date such account would otherwise be paid, and (ii) the revised date of payment selected is no earlier than five years after the date such account would otherwise have been paid.

Management Ownership. As of July 1, 2016, to the best of the Trust’s knowledge, the Trustees and officers as a group beneficially owned less than 1% of the outstanding shares of any Fund share class.

Beneficial Ownership of Trustees. The table below shows the dollar range of equity securities beneficially owned by each Trustee as of December 31, 2015 (unless otherwise noted) (i) in the Funds and (ii) on an aggregate basis, in all registered investment companies overseen by the Trustee within the Family of Investment Companies.


Name of Trustee	Dollar Range of Equity Securities in the Funds of the Trust¹	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in the Family of Investment Companies²
James T. Morris³	Pacific Funds Floating Rate Income: Over $100,000	Over $100,000
Frederick L. Blackmon	Pacific Funds Portfolio Optimization Aggressive-Growth: Over $100,000	Over $100,000
Gale K. Caruso	None	Over $100,000
Lucie H. Moore	None	None

Nooruddin (Rudy) S. Veerjee	Pacific Funds Portfolio Optimization Moderate-Conservative: $10,0001 to $50,000 Pacific Funds Portfolio Optimization Moderate: $10,0001 to $50,000 Pacific Funds Portfolio Optimization Growth: $10,0001 to $50,000 Pacific Funds Portfolio Optimization Aggressive Growth: $1 to $10,000 Pacific Funds Diversified Alternatives: $1 to $10,000 Pacific Funds Floating Rate Income: $10,001 to $50,000 Pacific Funds High Income: $1 to $10,000	Over $100,000

G. Thomas Willis	None	Over $100,000

Paul A. Keller⁴	Pacific Funds Portfolio Optimization Growth: $50,001 to $100,000 Pacific Funds Portfolio Optimization Aggressive-Growth: $1 to $10,000 Pacific Funds Diversified Alternatives: $10,001 to $50,000 Pacific Funds Floating Rate Income: $10,001 to $50,000 Pacific Funds Strategic Income: $10,001 to $50,000 Pacific Funds Small-Cap: $10,001 to $50,000	Over $100,000

1 A Trustee who defers compensation has the option to select credit rate options that track the performance, at NAV of Class A and P shares of the corresponding series of the Trust without a sales load. The following shows the dollar range of each Independent Trustee’s deferred compensation allocations for the Trust as of December 31, 2015, which tracks the performance of the Funds of the Trust as described in the “Deferred Compensation Agreement” section: Lucie H. Moore – $50,000-$100,000.

2 The family of investment companies includes Pacific Select Fund and the Trust (together, the “Fund Complex”). The following shows the dollar range of each Independent Trustee’s deferred compensation allocations for the Fund Complex as of December 31, 2015: Gale K. Caruso – $50,000-$100,000; Lucie H. Moore – over $100,000; Nooruddin (Rudy) S. Veerjee – over $100,000. As of March 31, 2016, the “Fund Complex” consists of 99 funds.

³ James T. Morris is an Interested Person of the Trust because of his positions with PLFA and Pacific Life.

4 Information as of June 30, 2016. Mr. Keller was elected as an Independent Trustee of the Trust on June 20, 2016.

Compensation. No compensation is paid by the Trust to the Trusts’ Officers or the Interested Trustee. The following table shows the compensation paid to the Trust’s Independent Trustees for the most recently completed fiscal year ended March 31, 2016:


Name	Aggregate Compensation from the Trust¹		Pension or Retirement Benefits Accrued as Part of the Trust’s Expenses		Total Compensation from Fund Complex Paid to Trustees²
Frederick L. Blackmon	$	71,000		N/A	$	268,500
Gale K. Caruso	$	80,000		N/A	$	218,500
Lucie H. Moore	$	83,000		N/A	$	309,000
Nooruddin (Rudy) S. Veerjee	$	90,000		N/A	$	266,000
G. Thomas Willis	$	85,000		N/A	$	333,500
Paul A. Keller³	$	N/A		N/A	$	N/A
	$	409,000		N/A	$	1,395,500

¹ No Independent Trustee deferred compensation during the fiscal year ended March 31, 2016. The following shows the total amount of deferred compensation payable to or accrued for the Independent Trustees: Lucie H. Moore – $60,310.

² Compensation paid by Pacific Select Fund is for the fiscal year ended December 31, 2015 and for the Trust is for the fiscal year ended March 31, 2016. These amounts exclude deferred compensation, if any, because such amounts were not paid during the relevant periods. As of March 31, 2016, the “Fund Complex” consists of 99 funds.

³Mr. Keller began serving as an Independent Trustee of the Trust on June 20, 2016. Prior to that date, the Trust and Pacific Select Fund retained the services of Mr. Keller as a consultant effective November 1, 2015. Mr. Keller was paid a meeting fee for each Pacific Select Fund and Trust meeting attended, respectively: Board meetings: $7,000/$3,000; and Audit, Policy and Governance Committee meetings: $3,500/$1,500. In addition, effective January 1, 2016 through June 20, 2016, Mr. Keller received a quarterly retainer payment of $36,250 and $12,500 for services to Pacific Select Fund and the Trust, respectively.

Investment Adviser

Pacific Life Fund Advisors LLC (“PLFA” or “Adviser”) serves as Investment Adviser to the Trust pursuant to a transfer agreement dated May 1, 2007, which transferred the Investment Advisory Agreement dated June 13, 2001, as amended, (“Advisory Agreement”) between Pacific Life Insurance Company (“Pacific Life”) and the Trust, from Pacific Life to PLFA, a Delaware limited liability company and a wholly-owned subsidiary of Pacific Life. PLFA is located at 700 Newport Center Drive, Newport Beach, California 92660. PLFA manages the Portfolio Optimization Funds and Pacific Funds Diversified Alternatives. PLFA also does business under the name Pacific Asset Management and manages Pacific Funds Short Duration Income, Pacific Funds Core Income, Pacific Funds Strategic Income, Pacific Funds Floating Rate Income, Pacific Funds Limited Duration High Income and Pacific Funds High Income under that name. See the “Information About the Managers” section in this document for more information.

Pacific Life is a Nebraska domiciled life insurance company that provides life insurance products, individual annuities and mutual funds and offers to individuals, businesses, and pension plans a variety of investment products and services.

Pacific Life was established on January 2, 1868 under the name “Pacific Mutual Life Insurance Company of California.” It was reincorporated as Pacific Mutual Life Insurance Company on July 22, 1936. On September 2, 1997, Pacific Life converted from a mutual life insurance company to a stock life insurance company. Pacific Life redomesticated to Nebraska on September 1, 2005. Pacific Life is a subsidiary of Pacific LifeCorp, a holding company, which in turn is a subsidiary of Pacific Mutual Holding Company, a mutual holding company. Under their respective charters, Pacific Mutual Holding Company must always hold at least 51% of the outstanding voting stock of Pacific LifeCorp, and Pacific LifeCorp must always own 100% of the voting stock of Pacific Life. Owners of Pacific Life’s annuity contracts and life insurance policies have certain membership interests in Pacific Mutual Holding Company, consisting principally of the right to vote on the election of the Board of Directors of the mutual holding company and on other matters and certain rights upon liquidation or dissolutions of the mutual holding company.

PLFA is responsible for supervising the investment program for the Trust. PLFA also furnishes to the Board of Trustees, which has overall responsibility for the business and affairs of the Trust, periodic reports on the investment performance of each Fund. Under the terms of the Advisory Agreement, PLFA is obligated to manage the Trust in accordance with applicable laws and regulations. The Advisory Agreement will continue in effect until December 31, 2016, and from year to year thereafter, provided such continuance is approved annually by (i) the Board of Trustees or by the holders of a majority of the outstanding voting securities of the Trust and (ii) a majority of the Independent Trustees who are not parties to such Advisory Agreement. The Advisory Agreement and the initial sub-advisory agreements were originally approved by the Board of Trustees, including a majority of the Independent Trustees who are not parties to the Advisory Agreement, at its meeting held on June 13, 2001, and by the sole shareholder of the Trust on June 22, 2001 and have been amended from time to time. The Advisory Agreement and each sub-advisory agreement may be terminated without penalty by vote of the Trustees or the shareholders of the Trust, or by the Adviser, on 60 days’ written notice by any party to the Advisory Agreement or sub-advisory agreement, respectively, and each agreement will terminate automatically if assigned.

Investment Advisory Fee Schedules

The Trust pays the Adviser, for its services under the Advisory Agreement, a fee on an annual percentage of the average daily net assets of each Fund, which is computed and accrued daily and paid monthly, according to the following schedules:


Fund	Annual Investment Advisory Fee (as a percentage of average daily net assets)
Pacific Funds Portfolio Optimization Conservative¹		0.20%
Pacific Funds Portfolio Optimization Moderate-Conservative¹
Pacific Funds Portfolio Optimization Moderate¹
Pacific Funds Portfolio Optimization Growth¹
Pacific Funds Portfolio Optimization Aggressive-Growth¹
Pacific Funds Diversified Alternatives¹
Pacific Funds Core Income²		0.50%
Pacific Funds Floating Rate Income²		0.65%
Pacific Funds Limited Duration High Income^2,3
Pacific Funds Large-Cap⁴ Pacific Funds Large-Cap Value PF International Value Fund
PF Large-Cap Value Fund
PF Mid-Cap Equity Fund
PF Currency Strategies Fund
Pacific Funds High Income²		0.60%
Pacific Funds Strategic Income²
PF Small-Cap Growth Fund


Fund	Annual Investment Advisory Fee (as a percentage of average daily net assets)
Pacific Funds Short Duration Income²		0.40%
PF Short Duration Bond Fund
PF Inflation Managed Fund⁵
PF Managed Bond Fund
PF Emerging Markets Debt Fund		0.785%
PF Floating Rate Loan Fund⁶		0.75%
PF Small-Cap Value Fund
PF Large-Cap Growth Fund⁷
PF Comstock Fund⁸
PF Growth Fund		0.55%
Pacific Funds Small/Mid-Cap Pacific Funds Small-Cap Pacific Funds Small-Cap Value Pacific Funds Small-Cap Growth PF International Large-Cap Fund		0.85%
PF International Small-Cap Fund
PF Mid-Cap Value Fund		0.70%
PF Mid-Cap Growth Fund⁹
PF Real Estate Fund		0.90%
PF Main Street Core Fund		0.45%
PF Emerging Markets Fund		0.80%
PF Absolute Return Fund
PF Global Absolute Return Fund
PF Equity Long/Short Fund¹⁰		1.15%

¹PLFA has agreed to waive 1) 0.025% on net assets above $2 billion through $3 billion; 2) 0.050% on net assets above $3 billion through $5 billion; 3) 0.075% on net assets above $5 billion through $7.5 billion; and 4) 0.100% on net assets above $7.5 billion through July 31, 2017. There is no guarantee that PLFA will continue such waiver after that date.

²PLFA has agreed to waive 1) 0.025% on net assets above $1 billion through $2 billion; 2) 0.050% on net assets above $2 billion through $3 billion; and 3) 0.075% on net assets above $3 billion through July 31, 2017. There is no guarantee that PLFA will continue such waiver after that date.

³ PLFA has agreed to waive 0.02% of its investment advisory fee through July 31, 2017. There is no guarantee that PLFA will continue such waiver after that date.

⁴PLFA has agreed to waive 0.10% of its investment advisory fee through January 10, 2018 as long as Rothschild Asset Management Inc. remains the sub-adviser of the Fund. There is no guarantee that PLFA will continue such waiver after that date.

⁵PLFA has agreed to waive 0.02% of its investment advisory fee through July 31, 2017 as long as Western Asset Management Company remains a sub-adviser of the Fund. There is no guarantee that PLFA will continue such waiver after that date.

⁶ PLFA has agreed to waive 0.10% of its investment advisory fee through July 31, 2017 as long as Eaton Vance Investment Managers remains the sub-adviser of the Fund. There is no guarantee that PLFA will continue such waiver after that date.

⁷ PLFA has agreed to waive 0.045% of its investment advisory fee through July 31, 2017 as long as BlackRock Investment Management, LLC remains the sub-adviser of the Fund. There is no guarantee that PLFA will continue such waiver after that date.

⁸ PLFA has agreed to waive 0.015% of its investment advisory fee through July 31, 2017 as long as Invesco Advisers, Inc. remains the sub-adviser of the Fund. There is no guarantee that PLFA will continue such waiver after that date.

⁹ PLFA has agreed to waive 0.025% of its investment advisory fee through July 31, 2017 as long as Ivy Investment Management Company remains the sub-adviser of the Fund. There is no guarantee that PLFA will continue such waiver after that date.

¹⁰ PLFA has agreed to waive 0.15% of its investment advisory fee through July 31, 2017 as long as AQR Capital Management, LLC remains the sub-adviser of the Fund. There is no guarantee that PLFA will continue such waiver after that date.

Investment Advisory Fees Paid or Owed

The chart below reflects the net investment advisory fees paid or owed (i.e., after any advisory fee waivers) to PLFA from the Funds listed below, including the net investment advisory fees paid or owed to any sub-adviser by PLFA, for the three most recent fiscal years ended:


Fund	3/31/16		3/31/15		3/31/14
Pacific Funds Portfolio Optimization Conservative	$	789,207	$	867,261	$	982,792
Pacific Funds Portfolio Optimization Moderate-Conservative	$	1,118,725	$	1,155,130	$	1,077,594
Pacific Funds Portfolio Optimization Moderate	$	3,160,700	$	3,269,061	$	2,877,222
Pacific Funds Portfolio Optimization Growth	$	2,214,005	$	2,241,394	$	1,931,714
Pacific Funds Portfolio Optimization Aggressive-Growth	$	653,184	$	651,733	$	565,508


Fund	3/31/16			3/31/15			3/31/14
Pacific Funds Short Duration Income	$	702,994		$	492,574		$	266,501
Pacific Funds Core Income	$	3,187,904		$	2,514,677		$	2,508,471
Pacific Funds Strategic Income	$	1,283,400		$	772,935		$	301,884
Pacific Funds Floating Rate Income	$	4,724,702		$	6,245,493		$	4,426,160
Pacific Funds Limited Duration High Income¹	$	227,167	²	$	240,513	²	$	115,374	²
Pacific Funds High Income	$	787,387		$	200,436		$	108,796
Pacific Funds Diversified Alternatives³	$	11,391		$	7,390		$	1,000
Pacific Funds Large-Cap ⁴	$	3,497	^5,6		N/A			N/A
Pacific Funds Large-Cap Value⁴	$	2,047	⁵		N/A			N/A
Pacific Funds Small/Mid-Cap⁴	$	5,794	⁵		N/A			N/A
Pacific Funds Small-Cap⁴	$	1,352	⁵		N/A			N/A
Pacific Funds Small-Cap Value⁴	$	1,710	⁵		N/A			N/A
Pacific Funds Small-Cap Growth⁴	$	1,957	⁵		N/A			N/A
PF Small-Cap Value Fund	$	1,394,729		$	1,066,782		$	1,017,016
PF Equity Long/Short Fund⁷	$	1,491,648	⁸		N/A			N/A
PF Emerging Markets Debt Fund	$	914,905		$	1,202,409		$	839,437
PF Large-Cap Growth Fund	$	1,154,513	⁹	$	1,305,171	⁹	$	1,104,649	⁹
PF Absolute Return Fund⁷	$	611,830			N/A			N/A
PF Mid-Cap Value Fund¹⁰	$	1,185,262			N/A			N/A
PF Large-Cap Value Fund	$	2,053,060		$	2,340,099		$	2,283,883
PF Floating Rate Loan Fund	$	592,207	¹¹	$	821,347	¹¹	$	768,996	¹¹
PF Global Absolute Return Fund	$	1,092,599		$	1,493,278		$	1,473,709
PF Comstock Fund	$	1,732,348	¹²	$	2,081,867	¹²	$	2,102,273	¹²
PF Mid-Cap Growth Fund	$	440,422	¹³	$	564,705	¹³	$	516,593	¹³
PF International Value Fund	$	946,427		$	1,074,559		$	1,090,745
PF Small-Cap Growth Fund	$	369,158		$	432,583		$	338,542
PF Currency Strategies Fund	$	916,384		$	1,123,413		$	845,236
PF Growth Fund	$	704,492		$	699,661		$	407,744
PF International Large-Cap Fund	$	2,301,879		$	2,097,638		$	1,897,924
PF Real Estate Fund	$	548,324		$	571,341		$	577,409
PF Main Street Core Fund	$	1,021,817		$	1,171,843		$	1,060,763
PF Emerging Markets Fund	$	1,106,278		$	1,254,372		$	1,056,584
PF Inflation Managed Fund	$	283,086	¹⁴	$	621,675	¹⁴	$	676,019
PF Managed Bond Fund	$	1,885,029		$	2,522,176		$	2,335,443
PF International Small-Cap Fund¹⁵	$	1,034,701	¹⁶	$	217,210	¹⁶		N/A
PF Mid-Cap Equity Fund	$	1,202,224		$	1,261,085		$	1,006,822
PF Short Duration Bond Fund	$	427,091		$	935,634		$	922,828

¹ Pacific Funds Limited Duration High Income commenced operations on July 31, 2013. As such, there are no investment advisory fees paid or owed prior to that date.

²The amounts shown are net of an advisory fee waiver of $7,212, $7,635 and $3,663 by PLFA in fiscal years 2016, 2015 and 2014, respectively.

³ Pacific Funds Diversified Alternatives commenced operations on December 31, 2013. As such, there are no investment advisory fees paid or owed prior to that date.

⁴ The completion of the reorganization of the Predecessor Funds with and into Pacific Funds Large-Cap, Pacific Funds Large-Cap Value, Pacific Funds Small/Mid-Cap, Pacific Funds Small-Cap, Pacific Funds Small-Cap Value and Pacific Funds Small-Cap Growth occurred on January 11, 2016.

⁵ The amount shown reflects investment advisory fees paid or owed on or after January 11, 2016.

⁶ The amount shown is net of an advisory fee waiver of $635 by PLFA for the period from January 11, 2016 (date of reorganization) through March 31, 2016.

⁷The PF Equity Long/Short Fund and PF Absolute Return Fund commenced operations on April 27, 2015. As such, there are no investment advisory fees paid or owed prior to that date.

⁸ The amount shown is net of an advisory fee waiver of $223,747 by PLFA in fiscal year 2016.

⁹The amounts shown are net of an advisory fee waiver of $73,692, $83,309 and $99,096 by PLFA in fiscal years 2016, 2015 and 2014, respectively.

¹⁰ The PF Mid-Cap Value Fund commenced operations on July 29, 2015. As such, there are no investment advisory fees paid or owed prior to that date.

¹¹ The amounts shown are net of an advisory fee waiver of $91,109, $126,361 and $118,307 by PLFA in fiscal years 2016, 2015 and 2014, respectively.

¹² The amounts shown are net of an advisory fee waiver of $35,354, $42,487 and $42,904 by PLFA in fiscal years 2016, 2015 and 2014, respectively.

¹³ The amounts shown are net of an advisory fee waiver of $33,879, $43,439 and $17,933 by PLFA in fiscal years 2016, 2015 and 2014, respectively.

¹⁴ The amount shown is net of an advisory fee waiver of $14,899 and $5,288 by PLFA in fiscal years 2016 and 2015, respectively.

¹⁵ The PF International Small-Cap Fund commenced operations on January 14, 2015. As such, there are no investment advisory fees paid or owed prior to that date.

¹⁶The amount shown is net of an advisory fee waiver of $24,932 and $5,234 by PLFA in fiscal years 2016 and 2015, respectively.

The Trust, Pacific Life and PLFA have entered into an agreement, effective May 1, 2007, as amended and restated December 12, 2012, for support services (the “Support Services Agreement”) pursuant to which the Trust (including the Portfolio Optimization Funds and Pacific Funds Diversified Alternatives) will also compensate PLFA at approximate cost for support

services. Under the terms of the Support Services Agreement, it is not intended that PLFA will profit from these services. See the “Other Information — Administrative Services” section for more information on support services.

During the term of the Advisory Agreement, except as noted above, PLFA will pay all expenses incurred in connection with activities covered under the Advisory Agreement, except expenses that are assumed by the Trust, otherwise provided for in another agreement, or assumed by a sub-adviser under a sub-advisory agreement. The Trust is responsible for all of the other expenses of its operations, including, without limitation, the management fee payable to PLFA; brokerage commissions; interest; legal fees and expenses of attorneys; the administrative services fee payable to Pacific Life; expenses of maintaining the Funds’ legal existence; fees of auditors, dividend disbursing agents, custodians and shareholder servicing agents; the expense of obtaining quotations for calculating each Fund’s net asset value; taxes, if any, and the preparation of the Funds’ tax returns; cost of any other expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares; expenses of registering and qualifying shares of the Funds under federal and state laws and regulations; expenses of overseeing and administering the Funds’ regulatory compliance program; expenses of disposition or offering any of the portfolio securities held by a Fund; expenses of preparing reports, notices and proxy statements and printing and distributing reports, notices and proxy materials to existing shareholders; expenses of printing and filing reports and other documents filed with governmental agencies; expenses in connection with shareholder and trustee meetings; expenses of preparing prospectuses and statements of additional information and of printing and distributing prospectuses and statements of additional information to existing shareholders; fees and expenses of trustees, officers and employees of the Trust who are not officers, employees, trustees or directors of PLFA, Pacific Life or any sub-adviser, or their affiliates (provided, however, that the Funds may compensate PLFA and/or Pacific Life at approximate cost for legal, compliance, accounting, tax and chief compliance officer services by personnel of PLFA and/or Pacific Life, including individuals who may be officers or Trustees of the Funds, for the time spent providing assistance, coordination and supervision in connection with certain of the administrative services provided to the Funds — see the “Other Information — Administrative Services” section below); trade association dues; insurance premiums; and extraordinary expenses such as litigation expenses.

For all Funds (except the PF Absolute Return Fund and PF Equity Long/Short Fund): To help limit the Trust’s expenses, PLFA has contractually agreed to reimburse each Fund for certain operating expenses that exceed an annual rate based on a percentage of a Fund’s average daily net assets. These operating expenses include, but are not limited to: administration fees; organizational expenses; custody expenses; expenses for audit, tax, and certain legal services; preparation, printing, filing and distribution to existing shareholders of proxies, prospectuses, shareholder reports and other regulatory documents, as applicable; Independent Trustees’ fees and expenses; and establishing, overseeing and administering the Trust’s compliance program. These operating expenses do not include: investment advisory fees; distribution and/or service fees, if any; interest (including commitment fees, if any); taxes (including foreign taxes on dividends, interest and/or gains); brokerage commissions and other transactional expenses; dividends on securities sold short; acquired fund fees and expenses; and extraordinary expenses such as litigation expenses and other expenses not incurred in the ordinary course of each Fund’s business.

The following are the expense caps for each of the Funds for all applicable share classes (unless otherwise noted):


Fund	Share Class	Expense Caps

Portfolio Optimization Funds	A, B, C, R and Advisor	0.15% through July 31, 2017 and
		0.30% from August 1, 2017 through July 31, 2023
Pacific Funds Short Duration Income	A, C and Advisor	0.20% through July 31, 2017
Pacific Funds Core Income	I	0.15% through July 31, 2017

Pacific Funds Strategic Income
Pacific Funds Floating Rate Income
Pacific Funds Limited Duration High Income
Pacific Funds High Income
Pacific Funds Diversified Alternatives	A, C and Advisor	0.40% through July 31, 2017

Pacific Funds Large-Cap	A, C, P and Advisor	0.20% through January 10, 2019
Pacific Funds Large-Cap Value
Pacific Funds Small/Mid-Cap
Pacific Funds Small-Cap
Pacific Funds Small-Cap Value
Pacific Funds Small-Cap Growth
Pacific Funds Large-Cap	Investor	0.20% through January 10, 2019
Pacific Funds Large-Cap Value
Pacific Funds Small/Mid-Cap	Investor	0.25% through January 10, 2019
Pacific Funds Small-Cap
Pacific Funds Small-Cap Value
Pacific Funds Small-Cap Growth	Investor	0.15% through January 10, 2019
Pacific Funds Large-Cap	S	0.10% through January 10, 2019
Pacific Funds Large-Cap Value


Fund	Share Class	Expense Caps

Pacific Funds Small/Mid-Cap	S	0.15% through January 10, 2019
Pacific Funds Small-Cap
Pacific Funds Small-Cap Value
Pacific Funds Small-Cap Growth	S	0.05% through January 10, 2019
Pacific Funds Core Income	P	0.20% through July 31, 2017
Pacific Funds Floating Rate Income
Pacific Funds High Income
PF Floating Rate Loan Fund	P	0.15% through July 31, 2017 and
PF Inflation Managed Fund		0.30% from August 1, 2017 through July 31, 2022
PF Managed Bond Fund
PF Short Duration Bond Fund
PF Emerging Markets Debt Fund
PF Comstock Fund
PF Growth Fund
PF Large-Cap Growth Fund
PF Large-Cap Value Fund
PF Main Street Core Fund
PF Mid-Cap Equity Fund
PF Mid-Cap Growth Fund
PF Small-Cap Growth Fund
PF Small-Cap Value Fund
PF Emerging Markets Fund
PF International Large-Cap Fund
PF International Value Fund
PF Real Estate Fund
PF Mid-Cap Value Fund	P	0.25% through July 31, 2017

PF International Small-Cap Fund
PF Currency Strategies Fund
PF Global Absolute Return Fund

There is no guarantee that PLFA will continue to reimburse expenses upon the expiration of the applicable expense cap. In addition, any expense reimbursements made by PLFA to a Fund are subject to recoupment by PLFA from such Fund for a period of time as permitted under regulatory and accounting guidance (currently three years from the end of the fiscal year in which the reimbursement took place) to the extent such recoupments would not cause the Fund to exceed the expense cap that was in effect at the time of reimbursement. Any amounts repaid to PLFA will have the effect of increasing such expenses of the Fund, but not above the expense cap that was in effect at the time of the reimbursement. During the year ended March 31, 2016, PLFA recouped $8,686 from Pacific Funds Diversified Alternatives. There was no recoupment of expense reimbursement by PLFA from any other Funds during the year ended March 31, 2016.

Reimbursements for the fiscal years ended:


Fund	3/31/16		3/31/15		3/31/14
Pacific Funds Portfolio Optimization Conservative	$	289,997	$	341,046	$	485,486
Pacific Funds Portfolio Optimization Moderate-Conservative	$	393,236	$	412,969	$	509,594
Pacific Funds Portfolio Optimization Moderate	$	954,419	$	1,039,248	$	1,236,620
Pacific Funds Portfolio Optimization Growth	$	708,782	$	722,497	$	857,348
Pacific Funds Portfolio Optimization Aggressive-Growth	$	259,000	$	255,368	$	297,159
Pacific Funds Short Duration Income	$	369,896	$	287,988	$	192,031
Pacific Funds Core Income	$	1,162,780	$	1,007,441	$	1,326,276
Pacific Funds Strategic Income	$	445,582	$	294,682	$	181,996
Pacific Funds Floating Rate Income	$	1,185,282	$	1,908,310	$	1,642,470
Pacific Funds Limited Duration High Income¹	$	105,916	$	119,970	$	82,357
Pacific Funds High Income	$	124,097	$	124,757	$	98,786
Pacific Funds Diversified Alternatives²	$	37,661	$	78,329	$	12,535
Pacific Funds Large-Cap³	$	31,382		N/A		N/A
Pacific Funds Large-Cap Value³	$	29,093		N/A		N/A
Pacific Funds Small/Mid-Cap³	$	27,939		N/A		N/A
Pacific Funds Small-Cap³	$	25,943		N/A		N/A
Pacific Funds Small-Cap Value³	$	29,397		N/A		N/A
Pacific Funds Small-Cap Growth³	$	25,758		N/A		N/A
PF Small-Cap Value Fund	$	120,806	$	90,161	$	99,142
PF Equity Long/Short Fund⁴		N/A		N/A		N/A
PF Emerging Markets Debt Fund	$	154,900	$	219,179	$	136,611
PF Large-Cap Growth Fund	$	100,786	$	113,036	$	108,743


Fund	3/31/16		3/31/15		3/31/14
PF Absolute Return Fund⁴		N/A		N/A		N/A
PF Mid-Cap Value Fund⁵		N/A		N/A		N/A
PF Large-Cap Value Fund	$	188,396	$	211,881	$	225,998
PF Floating Rate Loan Fund	$	109,207	$	159,103	$	145,911
PF Global Absolute Return Fund	$	117,298	$	210,688	$	319,375
PF Comstock Fund	$	145,785	$	174,160	$	188,193
PF Mid-Cap Growth Fund	$	42,669	$	53,935	$	60,241
PF International Value Fund	$	181,062	$	182,705	$	180,640
PF Small-Cap Growth Fund	$	45,591	$	50,330	$	45,628
PF Currency Strategies Fund		N/A	$	4,400	$	49,987
PF Growth Fund	$	80,955	$	81,452	$	66,117
PF International Large-Cap Fund	$	282,785	$	253,588	$	225,808
PF Real Estate Fund	$	41,737	$	40,632	$	42,886
PF Main Street Core Fund	$	134,981	$	154,305	$	158,976
PF Emerging Markets Fund	$	383,441	$	445,820	$	425,076
PF Inflation Managed Fund	$	95,880	$	150,774	$	147,422
PF Managed Bond Fund	$	415,627	$	512,975	$	474,658
PF International Small-Cap Fund⁶	$	17,806	$	37,089		N/A
PF Mid-Cap Equity Fund	$	116,181	$	116,418	$	101,037
PF Short Duration Bond Fund	$	108,855	$	214,257	$	214,263

¹ Pacific Funds Limited Duration High Income commenced operations on July 31, 2013.

² Pacific Funds Diversified Alternatives commenced operations on December 31, 2013.

³The completion of the reorganization of the Predecessor Funds with and into Pacific Funds Large-Cap, Pacific Funds Large-Cap Value, Pacific Funds Small/Mid-Cap, Pacific Funds Small-Cap, Pacific Funds Small-Cap Value and Pacific Funds Small-Cap Growth occurred on January 11, 2016.

⁴The PF Equity Long/Short Fund and PF Absolute Return Fund commenced operations on April 27, 2015.

⁵The PF Mid-Cap Value Fund commenced operations on July 29, 2015.

⁶ The PF International Small-Cap Fund commenced operations on January 14, 2015.

Other Expenses of the Trust

The Trust bears all costs of its operations. These costs may include, but are not limited to, expenses for custody, legal, audit and tax fees; transfer agency out of pocket fees; administration fees; fees and expenses of the Independent Trustees; organizational expenses and other expenses of its operations, including the costs of support services; and repayments to PLFA of amounts that PLFA reimbursed to a Fund pursuant to the terms of the expense limitation agreement for the Fund (if any).

The Trust is also responsible for bearing the expense of various matters, including, among other things, the expense of registering and qualifying each Fund and its shares on state and federal levels, legal and accounting services, maintaining the Trust’s legal existence, shareholder meetings and expenses associated with preparing, printing and distributing reports, proxies and prospectuses to shareholders.

Expenses directly attributable to a particular Fund or share class, respectively are charged to that Fund or share class, respectively; other expenses are allocated proportionately among all of the Funds in relation to the net assets of each Fund.

INFORMATION ABOUT THE MANAGERS

Management Firms

PLFA serves as investment adviser for the Portfolio Optimization Funds and Pacific Funds Diversified Alternatives. PLFA also does business under the name Pacific Asset Management and manages Pacific Funds Core Income, Pacific Funds Floating Rate Income, Pacific Funds High Income, Pacific Funds Short Duration Income, Pacific Funds Limited Duration High Income and Pacific Funds Strategic Income under the Pacific Asset Management name. For the remaining Funds, PLFA serves as investment adviser and employs other investment advisory firms as sub-advisers, subject to sub-advisory agreements. PLFA takes on the entrepreneurial risks associated with the launch of each new Fund and its ongoing operations. In addition, PLFA supports the Board oversight process by, among other things, acting on Board instructions relating to the Funds and providing reports and other information requested by the Board from time to time.

Each sub-adviser has entered into a sub-advisory agreement with the Trust and the Adviser. Each sub-adviser provides investment advisory services to the applicable Fund. With respect to the sub-advised Funds, PLFA oversees and monitors the services provided by the sub-advisers. PLFA evaluates the performance of each sub-adviser and the sub-adviser’s execution of a Fund’s investment strategies, as well as the sub-adviser’s adherence to the Fund’s investment objectives and policies. PLFA conducts risk analysis and performance attribution to analyze a Fund’s performance and risk profile, and works with a sub-adviser to implement changes to a Fund’s strategies when appropriate. PLFA’s analysis and oversight of a sub-adviser may result in PLFA’s recommendation to the Board of Trustees that a sub-adviser be terminated or replaced.

PLFA also conducts ongoing due diligence on sub-advisers involving onsite visits, in-person meetings and/or telephonic meetings, including due diligence of each sub-adviser’s written compliance policies and procedures and assessments of each sub-adviser’s compliance program and code of ethics. PLFA also provides services related to, among others, the valuation of Fund securities, risk management, transition management and oversight of trade execution and brokerage services.

PLFA also conducts searches for new sub-advisers for new Funds or to replace existing sub-advisers when appropriate and coordinates the on-boarding process for new sub-advisers, including establishing trading accounts to enable the sub-adviser to begin managing Fund assets. Additionally, in the event that a sub-adviser were to become unable to manage a Fund, PLFA has implemented plans to provide for the continued management of the Fund’s portfolio. PLFA oversees and implements transition management programs when significant changes are made to a Fund, including when a sub-adviser is replaced or when there are large purchases or withdrawals, to seek to reduce transaction costs for a Fund. PLFA also monitors and regulates large purchase and redemption orders to minimize potentially adverse effects on a Fund.

Certain Funds are managed by multiple sub-advisers. For those Funds, PLFA determines the portion of the Fund to be managed by each sub-adviser and may change the allocation from time to time. PLFA may also recommend the addition of a sub-adviser to a Fund when it believes the Fund would benefit from additional investment strategies and sub-advisers.

The information below provides organizational information on each of the sub-advisers, which includes, if applicable, the name of any person(s) who controls the sub-adviser, the basis of the person’s control, and the general nature of the person’s business.

AllianceBernstein L.P. (“AB”)

AB, a leading global investment adviser, is a subsidiary of AXA Financial, Inc., which is a wholly-owned subsidiary of AXA, one of the largest global financial services organizations. At December 31, 2015, AllianceBernstein Holding L.P. (“Holding”) owned approximately 36.4% of the issued and outstanding AB units. AXA Financial was the beneficial owner of approximately 62.3% of the AB units at December 31, 2015 (including those held indirectly through its ownership of approximately 1.4% of the issued and outstanding Holding units) which, including the general partnership interests in AB and Holding, represent an approximate 62.8% economic interest in AB.

AQR Capital Management, LLC (“AQR”)

AQR, a Delaware limited liability company founded in 1998, is a wholly-owned subsidiary of AQR Capital Management Holdings, LLC (“AQR Holdings”), which has no activities other than holding the interests of AQR. Clifford Asness, Ph.D., M.B.A., may be deemed to control AQR through his voting control of the Board of Members of AQR Holdings.

Ashmore Investment Management Limited (“Ashmore”)

Ashmore is indirectly wholly-owned by Ashmore Group plc (“Ashmore Group”), a company incorporated in England and Wales which is listed on the official list of the UK Listing Authority and admitted to trading on the London Stock Exchange. Ashmore Group plc, through certain affiliates, currently engages in the asset management business.

BlackRock Investment Management, LLC (“BlackRock”)

BlackRock is a registered investment adviser and an indirect, wholly-owned subsidiary of BlackRock, Inc., one of the largest publicly traded investment management firms in the United States. BlackRock, Inc. is an affiliate of The PNC Financial Services Group, Inc.

BlueBay Asset Management LLP (“BlueBay”)

BlueBay operates from offices in London, United Kingdom. Portfolio management services may also be provided by BlueBay Asset Management USA LLC located in Stamford, Connecticut. BlueBay is authorised and regulated by the United Kingdom Financial Conduct Authority. Each of these entities is a registered investment adviser and a wholly owned subsidiary of the Royal Bank of Canada, a publicly listed company.

Boston Partners

Robeco Investment Management, Inc., doing business as Boston Partners, is a registered investment adviser organized in Delaware. Boston Partners is a wholly owned subsidiary of Robeco Group N.V., a Dutch global investment management company (“Robeco Group”). Robeco Group is majority owned by ORIX Corporation, a diversified financial services company based in Japan.

ClearBridge Investments, LLC (“ClearBridge”)

ClearBridge is an investment adviser that manages U.S. and international equity investment strategies for institutional and individual investors. ClearBridge is a wholly-owned subsidiary of Legg Mason, Inc, a financial services holding company.

Eaton Vance Investment Managers (“Eaton Vance”)

Boston Management and Research, doing business as Eaton Vance Investment Managers, a registered investment adviser, has been managing assets since 1924 and managing mutual funds since 1931. Eaton Vance is a wholly-owned subsidiary of Eaton Vance Corp.

Invesco Advisers, Inc. (“Invesco”)

Invesco is an indirect wholly owned subsidiary of Invesco Ltd. Invesco Ltd. and its subsidiaries are an independent investment management group engaged in institutional investment management and retail mutual fund businesses in the United States, Europe and the Pacific Region. Invesco, and/or its affiliates is the investment adviser for mutual funds, separately managed accounts, such as corporate and municipal pension plans, charitable institutions and private individuals.

Ivy Investment Management Company (“Ivy”)

Ivy is a wholly-owned subsidiary of Waddell & Reed Financial, Inc., a publicly traded company. Ivy is a registered investment adviser with the SEC. Ivy acts as an investment adviser for the Ivy family of funds, as well as an adviser for institutional and other private investors and provides sub-advisory services to other U.S. mutual funds and non-U.S. pooled investment vehicles.

J.P. Morgan Investment Management Inc. (“JPMorgan”)

JPMorgan is an investment manager for corporate, public, and union employee benefit funds, foundations, endowments, insurance companies, government agencies and the accounts of other institutional investors. JPMorgan is a wholly-owned subsidiary of JP Morgan Asset Management Holdings, Inc., which is a wholly-owned subsidiary of JPMorgan Chase & Co (“JPMorgan Chase”).

Lord, Abbett & Co. LLC (“Lord Abbett”)

Founded in 1929, Lord Abbett is an independent manager of one of the nation’s oldest mutual fund complexes, managing assets across a full range of mutual funds, institutional accounts and separately managed accounts.

Macro Currency Group (“MCG”)

Principal Global Investors, LLC, doing business as Macro Currency Group, is a diversified asset management organization and one of the companies which make up the institutional asset-management arm of Principal Financial Group^{^®} (“The Principal^{^®}”). The Principal is a public company listed on the NYSE offering a wide range of financial products and services through a diverse family of financial services companies.

MFS Investment Management (“MFS”)

Massachusetts Financial Services Company, doing business as MFS Investment Management, and its predecessor organizations have a history of money management dating from 1924. MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which in turn is an indirect majority-owned subsidiary of Sun Life Financial Inc. (a diversified financial services organization).

Morgan Stanley Investment Management Inc. (“MSIM”)

MSIM is a subsidiary of Morgan Stanley. MSIM, together with its affiliated asset management companies, conducts a worldwide portfolio management business and provides a broad range of portfolio management services to customers in the U.S. and abroad.

Morgan Stanley, the parent of MSIM, is a global financial services firm engaged in securities trading and brokerage activities, as well as providing investment banking, research and analysis, financing, and financial advisory services. MSIM’s portfolio managers are supported by a network of experienced research professionals based in New York, London and Singapore.

OppenheimerFunds, Inc. (“Oppenheimer”)

Oppenheimer is wholly owned by Oppenheimer Acquisition Corp., a holding company primarily owned by Massachusetts Mutual Life Insurance Company and is one of the largest mutual fund companies in the United States. Oppenheimer has been serving the investment needs of financial advisors and their clients since 1960.

Pacific Investment Management Company LLC (“PIMCO”)

PIMCO is a majority owned subsidiary of Allianz Asset Management with minority interests held by certain of its current and former officers, by Allianz Asset Management of America LLC, and by PIMCO Partners, LLC, a California limited liability company. PIMCO Partners, LLC is owned by certain current and former officers of PIMCO. Through various holding company structures, Allianz Asset Management is majority owned by Allianz SE.

Absent an order from the SEC or other relief, the PF Managed Bond and PF Inflation Managed Funds generally cannot engage in principal transactions with the affiliated brokers and certain other affiliated entities, and the PF Managed Bond and PF Inflation

Managed Funds’ ability to purchase securities underwritten by an affiliated broker or to utilize affiliated brokers for agency transactions will be subject to regulatory restrictions. PIMCO has advised that it does not believe that the above restrictions on transactions with affiliated brokers would materially adversely affect its ability to provide services to the Funds, the Funds’ ability to take advantage of market opportunities, or their overall performance.

QS Investors, LLC (“QS Investors”)

QS Investors is an investment management firm that specializes in disciplined and systematic investment solutions. As of April 1, 2016, pursuant to a firm integration plan, substantially all of the assets of affiliated adviser entities QS Legg Mason Global Asset Allocation, LLC and QS Batterymarch Financial Management, Inc., including their investment advisory agreements with clients, merged into QS Investors. QS Investors is a wholly-owned subsidiary of Legg Mason, Inc. (“Legg Mason”), a global asset management firm.

Rothschild Asset Management Inc. (“Rothschild”)

Rothschild was formed in 1962 and registered as an investment adviser with the SEC in February 1970. Rothschild is a business unit of the Rothschild Group, a global financial services organization that was founded in the 18th century by members of the Rothschild family and is still family-controlled. Today, Rothschild is a wholly-owned subsidiary of Rothschild North America Inc. Ultimate ownership lies with Rothschild & Co. (formerly Paris Orleans), a publicly traded French partnership, over which the Rothschild family has voting control.

Scout Investments, Inc. (“Scout”)

Scout is a nationally recognized institutional investment manager that offers an array of equity and fixed income products. Scout is a wholly-owned subsidiary of UMB Financial Corporation.

T. Rowe Price Associates, Inc. (“T. Rowe Price”)

Founded in 1937 by the late Thomas Rowe Price Jr., T. Rowe Price is a wholly-owned subsidiary of T. Rowe Price Group, Inc., a publicly traded company with offices all over the world. T. Rowe Price and its affiliates manage individual and institutional investor accounts.

UBS Asset Management (Americas) Inc. (formerly named UBS Global Asset Management (Americas) Inc.)
(“UBS AM”)

UBS AM is an indirect wholly owned asset management subsidiary of UBS Group AG and a member of the UBS Asset Management Division. UBS Group AG, with headquarters in Zurich, Switzerland, is an internationally diversified organization with operations in many areas of the financial services industry.

Western Asset Management Company and certain of its affiliated companies (collectively “Western Asset”)

Western Asset Management Company operates from offices in California and New York. Portfolio management services are also provided by Western Asset Management Company Ltd. (Japan), Western Asset Management Company Pte. Ltd. (Singapore) and Western Asset Management Company Limited (United Kingdom). Each of these entities (each a “Western Manager” and collectively “Western Asset”) is a registered investment adviser and is a wholly-owned subsidiary of Legg Mason, Inc. Each Western Manager will receive a proportionate share of the fee based on the average daily net assets that it manages.

The following provides information regarding each Manager’s compensation, other accounts managed, material conflicts of interests, and any ownership of securities in the Trust. Each individual or team member is referred to as a portfolio manager in this section. The Managers are shown together in this section only for ease in presenting the information and should not be viewed for purposes of comparing the portfolio managers or the Managers against one another. Each Manager is a separate entity that may employ different compensation structures, may have different management requirements, and may be affected by different conflicts of interests.

Compensation Structures and Methods

The following describes the structure of, and the method(s) used to determine the different types of compensation (e.g., salary, bonus, deferred compensation, retirement plans and arrangements) for each portfolio manager as of the Trust’s fiscal year ended March 31, 2016, unless otherwise noted. The descriptions may include compensation benchmarks, which are chosen by the particular Manager and may or may not match a Fund’s benchmark index or other indices presented in the Prospectuses.

PLFA/Pacific Asset Management

PLFA/Pacific Asset Management uses a compensation structure that is designed to attract and retain high-caliber investment professionals. Portfolio managers are compensated based primarily on the scale and complexity of all of their job responsibilities, including but not limited to portfolio responsibilities. Portfolio manager compensation is reviewed annually and may be modified at any time as appropriate to adjust the factors used to determine bonuses or other compensation components.

Each portfolio manager is paid a base salary that PLFA/Pacific Asset Management believes is competitive in light of the portfolio manager’s experience and responsibility. The base salary may be increased in recognition of the individual’s performance and/or an increase or change in duties and responsibilities.

In addition to a base salary, investment professionals are eligible to receive an annual variable incentive and a long-term incentive bonus, each of which is derived from both quantitative and non-quantitative factors, as described below. High performing portfolio managers may receive annual bonuses that constitute a substantial portion of their respective total compensation.

Annual Variable Incentive Bonus:

• PLFA portfolio managers (Portfolio Optimization Funds and Pacific Funds Diversified Alternatives)

The financial performance of PLFA and its parent company impact overall funding for annual incentives. Individual incentive awards are determined on a discretionary basis and consider the individual’s target incentive and personal performance, which may include both quantitative and qualitative factors. Fund performance is not a specific factor in determining a PLFA portfolio manager’s incentive compensation. However, several factors, including but not limited to an evaluation of sub-adviser selection, appropriate risk positioning, asset class allocation and investment thesis development, are taken into consideration in determining a PLFA portfolio manager’s incentive pay. Annual incentives are paid in cash with no deferral.

• Pacific Asset Management portfolio managers (Pacific Funds Short Duration Income, Pacific Funds Core Income, Pacific Funds Strategic Income, Pacific Funds Floating Rate Income, Pacific Funds Limited Duration Income, Pacific Funds High Income)

Funding for annual incentives is determined based on Pacific Asset Management’s annual revenue. Individual incentive awards are determined on a discretionary basis and consider the individual’s target total compensation and personal performance, which may include both quantitative and qualitative factors. This includes the pre-tax performance of the applicable portfolio compared to the appropriate benchmark index and peer rankings over one, three and five year periods. The benchmark used to measure the performance of the portfolio managers for Pacific Funds Short Duration Income is the Barclays Capital 1-3 Year Gov/Credit; for Pacific Funds Core Income, the benchmark is the Barclays Capital U.S. Aggregate; for Pacific Funds Strategic Income, the benchmark is the Barclays Capital U.S. Aggregate; for Pacific Funds Floating Rate Income, the benchmark is the Credit Suisse Leveraged Loan Index; for Pacific Funds Limited Duration Income, the benchmark is the Barclays 1-5 U.S. High Yield Bond; and for Pacific Funds High Income, the benchmark is the Barclay U.S. High Yield 2% Issuer Capped. Annual incentives are paid in cash with no deferral.

Long-Term Incentive Bonus:

• PLFA portfolio managers (Portfolio Optimization Funds and Pacific Funds Diversified Alternatives)

Investment professionals are eligible to receive long-term incentive awards on an annual basis. Awards pay out at the end of three years based on PLFA’s achievement against both quantitative and qualitative factors, with pre-tax fund performance on a rolling three year time frame as compared against peer benchmarks approved by the Trust’s Board of Trustees, accounting for the majority of the performance measurement. Target incentives are based on the individual’s role and responsibilities. Payments are determined by multiplying the individual’s target award by the PLFA performance factor for the three-year period. The peer group category for comparison purposes with respect to measuring the performance of the portfolio managers of Pacific Funds Portfolio Optimization Conservative and Pacific Funds Portfolio Optimization Moderate-Conservative is Morningstar Conservative Asset Allocation; for Pacific Funds Portfolio Optimization Moderate, the peer group is Morningstar Moderate Asset Allocation; and for Pacific Funds Portfolio Optimization Growth and Portfolio Optimization Aggressive-Growth , the peer group is Morningstar Aggressive Asset Allocation. The peer group category with respect to the portfolio managers of Pacific Funds Diversified Alternatives is Morningstar Multi-Alternative.

Investment professionals are eligible to receive long-term incentive awards on an annual basis, with the available incentive pool tied to Pacific Asset Management’s financial performance. Pool allocations are made based on roles and responsibilities and personal performance. One-third of the allocation is paid at the end of each of the subsequent three years, subject to a modifier based on fund performance relative to peers.

Certain senior portfolio managers are also eligible to participate in a non-qualified long-term compensation plan sponsored by Pacific Life Insurance Company, PLFA’s parent company. The long-term compensation plan is awarded on a percentage of salary and is based on the profitability of the parent company, with a vesting period over five years forward.

Portfolio managers also participate in benefit and retirement plans available generally to all employees.

Compensation. AB’s compensation program for portfolio managers and analysts is designed to be competitive and effective in order to attract and retain the highest caliber employees. Portfolio managers receive base compensation, incentive compensation and contributions to AB’s 401(k) plan. Part of the annual incentive compensation is normally paid in the form of a cash bonus and part through an award under the firm’s Incentive Compensation Award Plan (“ICAP”). The ICAP awards vest over a four-year period. Deferred awards are in the form of the firm’s publicly traded equity units, although award recipients have the ability to receive a portion of their awards in deferred cash.

Compensation for Portfolio Managers. Total compensation is determined by quantitative and qualitative factors. Quantitative factors, which are weighted more heavily, are driven by investment performance to align compensation with client investment returns. Qualitative factors are driven by portfolio managers’ contributions to the investment process and client success.

The quantitative component includes measures of absolute, relative and risk-adjusted investment performance. Relative and risk-adjusted returns, pre-tax, are determined based on the benchmark and versus peers over one-, three- and five-year calendar periods—with more weight given to longer time periods. The benchmark for compensation purposes for the PF Small-Cap Value Fund is the Russell 2000 Value Index. Peer groups are chosen by investment CIOs, who consult with the Product Management team to identify products most similar to our investment style and most relevant within the asset class.

The qualitative component incorporates the manager’s contribution to the overall investment process and our clients’ success. Among the important aspects are: thought leadership, collaboration with other investment professionals at the firm, contributions to risk-adjusted returns in other portfolios, building a strong talent pool, mentoring newer investment professionals, and being a good corporate citizen.

Other factors can play a part in determining portfolio managers’ total compensation (including base compensation). Factors may include complexity of investment strategies managed, volume of assets managed, level of experience and level of officership within the firm. Assessments of investment professionals are formalized in a year-end review process that includes 360-degree feedback from other professionals from across the investment teams and firm.

AQR

The compensation for each of the portfolio managers that is a Principal of AQR is in the form of distributions based on the net income generated by AQR and each Principal’s relative ownership interest in AQR for that year. Net income distributions are a function of assets under management and the related fees earned by AQR for the management of funds and accounts, offset by management company expenses, over the applicable fiscal year. A Principal’s relative ownership in AQR is based on cumulative research, leadership and other contributions to AQR. There is no direct linkage between assets under management, performance of funds and accounts and compensation. However, there is an indirect linkage in that superior performance tends to attract assets and thus increase revenues. Each portfolio manager is also eligible to participate in AQR’s 401(k) retirement plan which is offered to all employees of AQR.

Ashmore

The Investment Committee Members are compensated by the Investment Manager through capped annual salaries which are determined in line with their respective positions and seniority, as well as through overall firm performance-based annual bonuses (comprised of cash and deferred shares in Ashmore Group plc) determined at the discretion of the Ashmore Group plc’s Awards Committee and, in the case of the Chief Executive himself as head of the Investment Committee, and in the case of any Investment Committee Members categorised by the UK regulator as ‘Code’ or ‘Identified’ staff, at the discretion of the Remuneration Committee of the Board of Directors of Ashmore Group plc. The determination of an Investment Committee Member’s variable compensation involves a thorough and on-going assessment of the individual’s performance and contribution to the Investment Manager’s overall annual profitability, including all its funds and accounts with a particular focus on those for which each member is responsible. This assessment is performed on a continuous basis as well as through a formal annual review. Variable compensation is not based upon a formulaic comparison of how a Committee Member’s individual fund or account performs as compared to a benchmark or peer group. Investment Committee Members also receive a pension which is a fixed percentage of base salary.

BlackRock

BlackRock’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock.

Base compensation. Generally, portfolio managers receive base compensation based on their position with the firm.

Discretionary Incentive Compensation

Generally, discretionary incentive compensation for Active Equity portfolio managers is based on a formulaic compensation program. BlackRock’s formulaic portfolio manager compensation program is based on team revenue and pre-tax investment performance relative to appropriate competitors or benchmarks over 1-, 3- and 5-year performance periods, as applicable. In most cases, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Funds or other accounts managed by the portfolio managers are measured. BlackRock’s Chief Investment Officers determine the benchmarks or rankings against which the performance of funds and other accounts managed by each portfolio management team is compared and the period of time over which performance is evaluated. With respect to the portfolio manager, such benchmarks for the Fund and other accounts are: Lipper Large-Cap Growth fund classification and eVestment Alliance US Large Cap Growth Equity category.

A smaller element of portfolio manager discretionary compensation may include consideration of: financial results, expense control, profit margins, strategic planning and implementation, quality of client service, market share, corporate reputation, capital allocation, compliance and risk control, leadership, technology and innovation. These factors are considered collectively by BlackRock management and the relevant Chief Investment Officers.

Distribution of Discretionary Incentive Compensation

Discretionary incentive compensation is distributed to portfolio managers in a combination of cash and BlackRock, Inc. restricted stock units which vest ratably over a number of years. For some portfolio managers, discretionary incentive compensation is also distributed in deferred cash awards that notionally track the returns of select BlackRock investment products they manage and that vest ratably over a number of years. The BlackRock, Inc. restricted stock units, upon vesting, will be settled in BlackRock, Inc. common stock. Typically, the cash portion of the discretionary incentive compensation, when combined with base salary, represents more than 60% of total compensation for the portfolio managers. Paying a portion of discretionary incentive compensation in BlackRock, Inc. stock puts compensation earned by a portfolio manager for a given year “at risk” based on BlackRock’s ability to sustain and improve its performance over future periods. Providing a portion of discretionary incentive compensation in deferred cash awards that notionally track the BlackRock investment products they manage provides direct alignment with investment product results.

Long-Term Incentive Plan Awards — From time to time long-term incentive equity awards are granted to certain key employees to aid in retention, align their interests with long-term shareholder interests and motivate performance. Equity awards are generally granted in the form of BlackRock, Inc. restricted stock units that, once vested, settle in BlackRock, Inc. common stock. Mr. Kemp does not have unvested long-term incentive awards.

Deferred Compensation Program — A portion of the compensation paid to eligible United States-based BlackRock employees may be voluntarily deferred at their election for defined periods of time into an account that tracks the performance of certain of the firm’s investment products. Any portfolio manager who is either a managing director or director at BlackRock with compensation above a specified threshold is eligible to participate in the deferred compensation program.

Other compensation benefits In addition to base salary and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:

Incentive Savings Plans — BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (“RSP”), and the BlackRock Employee Stock Purchase Plan (“ESPP”). The employer contribution components of the RSP include a company match equal to 50% of the first 8% of eligible pay contributed to the plan capped at $5,000 per year, and a company retirement contribution equal to 3-5% of eligible compensation up to the Internal Revenue Service limit ($260,000 for 2014). The RSP offers a range of investment options, including registered investment companies and collective investment funds managed by the firm. BlackRock contributions follow the investment direction set by participants for their own contributions or, absent participant investment direction, are invested into a target date fund that corresponds to, or is closest to, the year in which the participant attains age 65. The ESPP allows for investment in BlackRock common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares of common stock or a dollar value of $25,000 based on its fair market value on the purchase date. All of the eligible portfolio managers are eligible to participate in these plans.

BlueBay

Senior Portfolio Manager and Portfolio Manager compensation consists of Priority Drawings (Partners) or Salary (Employees) and Discretionary Profit Allocation (Partners) or Discretionary bonus award (Employees). Discretionary profit allocation or bonus awards are subject to deferral arrangements.

All staff are evaluated and rewarded annually during the yearly compensation review process. BlueBay has a Remuneration Committee which reviews the compensation arrangements at least annually. Compensation for any given individual is paid according to both quantitative and qualitative considerations. BlueBay operates a discretionary bonus scheme. Remuneration of all investment professionals is geared to portfolio performance and takes into account the profitable growth of each investment team’s business.

BlueBay operates mandatory deferral arrangements for all partners and employees who are awarded discretionary profit allocations (partners) or discretionary bonuses (employees) over a certain threshold. Deferrals will track BlueBay Funds and/or a combination of BlueBay Funds and the reference index (a shadow equity vehicle that is a based half on the annual profits of BlueBay and half on the annual profits of RBC Global Asset Management). Deferrals will vest on a “cliff basis” after a period of three years, whereby current and future deferrals will be fully vested thereafter rather than gradually over a period of time. Limited exceptions apply to BlueBay closed ended funds where there is a variation from standard practice in recognition of the closed end nature of the funds which extends beyond the three year cliff.

Partners and employees may also be given additional discretionary awards which are all deferred awards with a three year vesting period.

Boston Partners

All investment professionals receive a compensation package comprised of an industry competitive base salary and a discretionary bonus and long-term incentives. Through the bonus program, key investment professionals are rewarded primarily for strong investment performance.

Typically, bonuses are based upon a combination of one or more of the following four criteria:

1. Individual Contribution: an evaluation of the professional’s individual contribution based on the expectations established at the beginning of each year;

2. Product Investment Performance: performance of the investment product(s) with which the individual is involved versus the pre-designed index, based on the excess return;

3. Investment Team Performance: the financial results of the investment group; and

4. Firm-wide Performance: the overall financial performance of Boston Partners.

Total revenues generated by any particular product affect the total available bonus pool for the analysts and Portfolio Managers associated with that product. The discretionary bonus assessment is done annually. In the case of the PF Mid-Cap Value Fund, product investment performance is based on the fund’s 1-, 3-, and 5-year performance compared to its market benchmark, Russell Midcap Value Index and a consultant peer group for midcap value. Returns are evaluated on a pre-tax basis.

In addition, Boston Partners offers a profit participation plan focused on the firm’s investment professionals whereby participants receive the equivalent of an equity stake in the firm. The incentive plan provides for the issuance of restricted shares and options that vest over multi-year periods.

ClearBridge

ClearBridge’s portfolio managers participate in a competitive compensation program that is designed to attract and retain outstanding investment professionals and closely align the interests of its investment professionals with those of its clients and overall firm results. The total compensation program includes a significant incentive component that rewards high performance standards, integrity, and collaboration consistent with the firm’s values. Portfolio manager compensation is reviewed and modified each year as appropriate to reflect changes in the market and to ensure the continued alignment with the goals stated above. ClearBridge’s portfolio managers and other investment professionals receive a combination of base compensation and discretionary compensation, comprising a cash incentive award and deferred incentive plans described below.

Base salary compensation. Base salary is fixed and primarily determined based on market factors and the experience and responsibilities of the investment professional within the firm.

Discretionary compensation. In addition to base compensation managers may receive discretionary compensation.

Discretionary compensation can include:

• Cash Incentive Award.

• ClearBridge’s Deferred Incentive Plan (“CDIP”) – a mandatory program that typically defers 15% of discretionary year-end compensation into ClearBridge managed products. For portfolio managers, one-third of this deferral tracks the performance of their primary managed product, one-third tracks the performance of a composite portfolio of the firm’s new products and one-third can be elected to track the performance of one or more of ClearBridge managed funds. Consequently, portfolio managers can have two-thirds of their CDIP award tracking the performance of their primary managed product.

For centralized research analysts, two-thirds of their deferral is elected to track the performance of one of more of ClearBridge managed funds, while one-third tracks the performance of the new product composite.

ClearBridge then makes a company investment in the proprietary managed funds equal to the deferral amounts by fund. This investment is a company asset held on the balance sheet and paid out to the employees in shares subject to vesting requirements.

• Legg Mason Restricted Stock Deferral – a mandatory program that typically defers 5% of discretionary year-end compensation into Legg Mason restricted stock. The award is paid out to employees in shares subject to vesting requirements.

• Legg Mason Restricted Stock and Stock Option Grants – a discretionary program that may be utilized as part of the total compensation program. These special grants reward and recognize significant contributions to our clients, shareholders and the firm and aid in retaining key talent.

Several factors are considered by ClearBridge Senior Management when determining discretionary compensation for portfolio managers. These include but are not limited to:

• Investment performance. A portfolio manager’s compensation is linked to the pre-tax investment performance of the fund/accounts managed by the portfolio manager. Investment performance is calculated for 1-, 3-, and 5-year periods measured against the applicable product benchmark (e.g., a securities index and, with respect to a fund, the benchmark set forth in the fund’s Prospectus) and relative to applicable industry peer groups. The greatest weight is generally placed on 3- and 5-year performance;

• Appropriate risk positioning that is consistent with ClearBridge’s investment philosophy and the Investment Committee/CIO approach to generation of alpha;

• Overall firm profitability and performance;

• Amount and nature of assets managed by the portfolio manager;

• Contributions for asset retention, gathering and client satisfaction;

• Contribution to mentoring, coaching and/or supervising;

• Contribution and communication of investment ideas in ClearBridge’s Investment Committee meetings and on a day to day basis; and

• Market compensation survey research by independent third parties.

The benchmark used to measure the performance of the portfolio manager for the PF Large-Cap Value Fund is the Russell 1000 Value Index.

Eaton Vance

Compensation of Eaton Vance’s portfolio managers and other investment professionals has three primary components: (1) a base salary, (2) an annual cash bonus, and (3) annual stock-based compensation consisting of options to purchase shares of Eaton Vance Corp’s (“EVC”) nonvoting common stock and restricted shares of EVC’s nonvoting common stock. Eaton Vance’s investment professionals also receive certain retirement, insurance and other benefits that are broadly available to Eaton Vance’s employees. Compensation of Eaton Vance’s investment professionals is reviewed primarily on an annual basis. Cash bonuses, stock-based compensation awards, and adjustments in base salary are typically paid or put into effect at or shortly after the October 31st fiscal year end of EVC.

Method to Determine Portfolio Manager Compensation.

Eaton Vance compensates its portfolio managers based primarily on the scale and complexity of their portfolio responsibilities and the total return performance of managed funds and accounts versus the benchmark(s), S&P/LSTA Leveraged Loan Index for the PF Floating Rate Loan Fund and BofA Merrill Lynch U.S. 3-Month T-Bill Index for the PF Global Absolute Return Fund, as well as an appropriate peer group (as described below). In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to relative risk-adjusted performance. Risk-adjusted performance measures include, but are not limited to, the Sharpe Ratio. Performance is normally based on periods ending on the September 30th preceding fiscal year end. Fund performance is normally evaluated primarily versus peer groups of funds as determined by Lipper Inc. and/or Morningstar, Inc. When a fund’s peer group as determined by Lipper or Morningstar is deemed by Eaton Vance’s management not to provide a fair comparison, performance may instead be evaluated primarily against a custom peer group or market index. For open-end floating rate loan portfolios managed by Eaton Vance, including the PF Floating Rate Loan Fund, Eaton Vance currently uses a custom peer group including the funds in the Lipper Loan Participation group and certain other funds that Eaton Vance believes have similar investment objectives and strategies. There is no custom peer group for the PF Global Absolute Return Fund. In evaluating the performance of a fund and its manager, primary emphasis is normally placed on three-year performance, with secondary consideration of performance over longer and shorter periods. For funds that are tax-managed or otherwise have an objective of after-tax returns, performance is measured net of taxes. For other funds, performance is evaluated on a pre-tax basis. For funds with an investment objective other than total return (such as current income), consideration will also be given to the fund’s success in achieving its objective. For managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis, based on averages or weighted averages among managed funds and accounts. Funds and accounts that have

performance-based advisory fees are not accorded disproportionate weightings in measuring aggregate portfolio manager performance.

The compensation of portfolio managers with other job responsibilities (such as heading an investment group or providing analytical support to other portfolios) will include consideration of the scope of such responsibilities and the managers’ performance in meeting them.

Eaton Vance seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. Eaton Vance participates in investment-industry compensation surveys and utilizes survey data as a factor in determining salary, bonus and stock-based compensation levels for portfolio managers and other investment professionals. Salaries, bonuses and stock-based compensation are also influenced by the operating performance of Eaton Vance and its parent company. The overall annual cash bonus pool is generally based on a substantially fixed percentage of pre-bonus adjusted operating income. While the salaries of the investment adviser’s portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year, based on changes in manager performance and other factors as described herein. For a high performing portfolio manager, cash bonuses and stock-based compensation may represent a substantial portion of total compensation.

Invesco

Invesco seeks to maintain a compensation program that is competitively positioned to attract and retain high-caliber investment professionals. Portfolio managers receive a base salary, an incentive bonus opportunity, and an equity compensation opportunity. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine bonuses to promote competitive fund performance. Invesco evaluates competitive market compensation by reviewing compensation survey results conducted by an independent third party of investment industry compensation. Each portfolio manager’s compensation consists of the following three elements:

Base Salary. Each portfolio manager is paid a base salary. In setting the base salary, Invesco’s intention is to be competitive in light of the particular portfolio manager’s experience and responsibilities.

Annual Bonus. The portfolio managers are eligible, along with other employees of Invesco to participate in a discretionary year-end bonus pool. The Compensation Committee of Invesco Ltd. reviews and approves the amount of the bonus pool available considering investment performance and financial results in its review. In addition, while having no direct impact on individual bonuses, assets under management are considered when determining the starting bonus funding levels. Each portfolio manager is eligible to receive an annual cash bonus which is based on quantitative (i.e., investment performance) and non-quantitative factors (which may include, but are not limited to, individual performance, risk management and teamwork).

Each portfolio manager’s compensation is linked to the pre-tax investment performance of the funds/accounts managed by the portfolio manager as compared to the performance of the relevant fund peer group. Comparisons are made on a rolling one-, three- and five-year basis as of each calendar year end. Portfolio managers may be granted a short-term award that vests on a prorate basis over a four-year period and final payments are based on the performance of eligible funds selected by the manager at the time the award is granted.

High investment performance (against applicable peer group and/or benchmarks) would deliver compensation generally associated with top pay in the industry (determined by reference to the third-party provided compensation survey information) and poor investment performance (versus applicable peer group) would result in low bonus compared to the applicable peer group or no bonus at all. These decisions are reviewed and approved collectively by senior leadership which has responsibility for executing the compensation approach across the organization.

Deferred/Long-Term Compensation. Portfolio managers may be granted an annual deferral award that allows them to select receipt of shares of certain Invesco Funds with a vesting period as well as common shares and/or restricted shares of Invesco Ltd. stock from pools determined from time to time by the Compensation Committee of Invesco Ltd.’s Board of Directors. Awards of deferred/long-term compensation typically vest over time, so as to create incentives to retain key talent.

Portfolio managers also participate in benefit plans and programs available generally to all employees.

For the PF Comstock Fund, the peer group for compensation purposes is the Large Cap Value.

Ivy

Ivy believes that integral to the retention of investment professionals are: a) a competitive base salary that is commensurate with the individual’s level of experience and responsibility. In its consideration of an employee’s base salary, Ivy reviews industry specific information regarding compensation in the investment management industry, including data regarding years of experience, asset style managed, etc. Executive management of Ivy is responsible for setting the base salary and for its on-going review; b) an attractive bonus structure linked to investment performance, described below; c) eligibility for a stock incentive plan in shares of Waddell & Reed Financial, Inc. that rewards teamwork (awards of equity-based compensation typically vest over time, so as to create an incentive to retain key talent). All portfolio managers are eligible for restricted stock awards. If company stock is awarded,

it will vest over a period of four years, with the first vesting to take place two years after the date of the award; and d) to the extent a portfolio manager also manages institutional separate accounts, a percentage of the revenues earned, on behalf of such accounts, by Ivy.

Portfolio managers can receive significant annual performance-based bonuses. The better the pre-tax performance of the portfolio relative to an appropriate benchmark, the more bonus compensation the manager can receive. The primary benchmark is the portfolio manager’s percentile ranking against the performance of managers of the same investment style at other firms. Half of a portfolio manager’s bonus is based upon a three-year period, and half is based upon a one-year period. For truly exceptional results, bonuses can be multiples of base salary. In cases where portfolio managers have more than one portfolio to manage, all the portfolios of similar investment style are taken into account in determining bonuses. With limited exceptions, 30% of annual performance-based bonuses are deferred for a three-year period. During that time, the deferred portion of bonuses is deemed invested in one or more mutual funds managed by Ivy (or its affiliate), with a minimum of 50% of the deferred bonus required to be deemed invested in a mutual fund managed by the portfolio manager. In addition to the deferred portion of bonuses being deemed invested in mutual funds managed by Ivy (or its affiliate), Waddell & Reed Financial, Inc.’s 401(k) plan offers mutual funds managed by Ivy (or its affiliate) as investment options. No compensation payable to portfolio managers is based upon the amount of the mutual fund assets under management. For the PF Mid-Cap Growth Fund, the benchmark for compensation purposes is the Lipper Mid-Cap Growth Funds Universe Average.

Portfolio managers are eligible for the standard retirement benefits and health and welfare benefits available to all Ivy employees.

JPMorgan

JPMorgan’s portfolio managers participate in a competitive compensation program that is designed to attract, retain and motivate talented people and closely link the performance of investment professionals to client investment objectives. JPMorgan manages compensation on a total compensation basis, the components being base salary fixed from year to year and a variable discretionary incentive award. Base salaries are reviewed annually and awarded on individual performance and business results taking into account level and scope of position, experience and market competitiveness. The variable discretionary performance based incentive award consists of cash incentives and deferred compensation which includes mandatory notional investments (as described below) in selected mutual funds advised by JPMorgan or its affiliates (“Mandatory Investment Plan”). These elements reflect individual performance and the performance of JPMorgan’s business as a whole. Each portfolio manager’s performance is formally evaluated annually based on a variety of factors including the aggregate size and blended performance of the portfolios such portfolio manager manages, individual contribution relative to client risk and return objectives, and adherence with JPMorgan’s compliance, risk and regulatory procedures. In evaluating each portfolio manager’s performance with respect to the mutual funds he or she manages, the pre-tax performance of the funds (or the portion of the funds managed by the portfolio manager) is compared to the appropriate market peer group and to the competitive indices JPMorgan has identified for the investment strategy over one, three and five year periods (or such shorter time as the portfolio manager has managed the funds). Investment performance is generally more heavily weighted to the long-term.

Deferred compensation granted as part of an employee’s annual incentive compensation comprises from 0% to 60% of a portfolio manager’s total performance based incentive. As the level of incentive compensation increases, the percentage of compensation awarded in deferred incentives also increases. JPMorgan’s portfolio managers are required to notionally invest a certain percentage of their deferred compensation (typically 20% to 50% depending on the level of compensation) into the selected funds they manage. The remaining portion of the non-cash incentive is elective and may be notionally invested in any of the other mutual funds available in the Mandatory Investment Plan or can be placed in restricted stock. When these awards vest over time, the portfolio manager receives cash equal to the market value of the notional investment in the selected mutual funds.

For the PF International Value Fund, the benchmark for compensation purposes is the MSCI EAFE Value and the peer group is the International Large Cap Value.

Lord Abbett

When used in this section, the term “fund” refers to the PF Small-Cap Growth Fund as well as any other registered investment companies, pooled investment vehicles and accounts managed or sub-advised by a Lord Abbett portfolio manager. Each portfolio manager receives compensation from Lord Abbett consisting of salary, bonus and profit sharing plan contributions. The level of base compensation takes into account the portfolio manager’s experience, reputation and competitive market rates.

Fiscal year-end bonuses, which can be a substantial percentage of overall compensation, are determined after an evaluation of various factors. These factors include the portfolio manager’s investment results and style consistency, the dispersion among funds with similar objectives, the risk taken to achieve the fund returns and similar factors. In considering the portfolio manager’s investment results, Lord Abbett’s senior management may evaluate a fund’s performance against one or more benchmarks from among the fund’s primary benchmark and any supplemental benchmarks as disclosed in the Prospectuses, indexes disclosed as performance benchmarks by the portfolio manager’s other accounts, and other indexes within one or more of the fund’s peer groups maintained by rating agencies. For the Lord Abbett portfolio managers named in the Prospectuses, these indexes are the Russell

1000 Growth Index, the Russell 2000 Growth Index, and the Russell Microcap Growth Index. In particular, investment results are evaluated based on an assessment of the portfolio manager’s one-, three-, and five-year investment returns on a pre-tax basis versus such benchmarks. Finally, there is a component of the bonus that reflects leadership and management of the investment team. The evaluation does not follow a formulaic approach, but rather is reached following a review of these factors. No part of the bonus payment is based on the portfolio manager’s assets under management, the revenues generated by those assets, or the profitability of the portfolio manager’s team. Lord Abbett does not manage hedge funds. In addition, Lord Abbett may designate a bonus payment of a manager for participation in the firm’s senior incentive compensation plan, which provides for a deferred payout over a five-year period. The plan’s earnings are based on the overall asset growth of the firm as a whole. Lord Abbett believes this incentive focuses portfolio managers on the impact their fund’s performance has on the overall reputation of the firm as a whole and encourages exchanges of investment ideas among investment professionals managing different mandates.

Lord Abbett provides a 401(k) profit-sharing plan for all eligible employees. Contributions to a portfolio manager’s profit-sharing account are based on a percentage of the portfolio manager’s total base and bonus paid during the fiscal year, subject to a specified maximum amount. The assets of this profit-sharing plan are entirely invested in Lord Abbett-sponsored funds.

MCG

Compensation for all team members is comprised of fixed pay (base salary) and variable incentive. The fixed pay compensation is based upon external market data, obtained from third party data providers, of firms with whom we compete for talent. In considering an individual’s fixed pay, factors that may be considered are the position relative to the market data, their level of expertise and personal performance. Members of the team are also eligible for longer term retentive awards, including deferred cash and Principal Financial Group restricted stock units. Therefore, this creates an alignment for both the short term and long term with members of the team. Pre-tax investment performance is monitored for compensation purposes for various time periods, including the 1 year, 3 year and 5 year time periods. In addition, in times of severe market stress, performance may be reviewed much more frequently. As team members advance in their careers, consistent with industry practice, the variable component represents an increased proportion of total compensation. Variable compensation takes the form of a profit share plan with funding based on operating earnings of the MCG’s currency team. Our profit share plan approach recognizes investment professionals have an impact on both investment performance and boutique profitability. Thus, the plan is designed to provide line-of-sight to these professionals, enabling them to share in current and future business growth while reinforcing delivery of investment performance, collaboration, regulatory compliance, client retention and client satisfaction. Incentive award allocations are based on investment performance of the funds and discretionary factors including market compensation levels, retentive needs, contribution to profitability, and collaborative effort. Incentive compensation is allocated from a bonus pool of pre-bonus profit from revenues generated by the MCG’s currency team. Incentive bonuses are based on the performance of the MCG’s currency team as a whole rather than linked to individual accounts. This ensures that all accounts, regardless of fee schedule, are treated with equality.

MFS

Portfolio manager compensation is reviewed annually. As of December 31, 2015, portfolio manager total cash compensation is a combination of base salary and performance bonus:

· Base Salary — Base salary represents a smaller percentage of portfolio manager total cash compensation than performance bonus. Base salary is determined based on factors such as market considerations and the experience and responsibilities of the portfolio manager.

· Performance Bonus — Generally, the performance bonus represents more than a majority of portfolio manager total cash compensation.

The performance bonus is based on a combination of quantitative and qualitative factors, generally with more weight given to the former and less weight given to the latter.

The quantitative portion is based on the pre-tax performance of assets managed by the portfolio manager over one-, three-, and five-year periods relative to peer group universes and/or indices (“benchmarks”).

As of December 31, 2015, the following benchmarks were used to measure the following portfolio managers’ performance for the PF International Large-Cap Fund:

1) For Daniel Ling: MSCI EAFE (Europe, Australasia, Far East) Index (net dividends).

2) For Marcus L. Smith: MSCI EAFE (Europe, Australasia, Far East) Index (net dividends).

As of May 1, 2016, the MSCI EAFE (Europe, Australasia, Far East) Index (net dividends) will be used to measure Filipe M.G. Benzinho’s performance for the PF International Large-Cap Fund.

As of December 31, 2015, the following benchmarks were used to measure the following portfolio manager’s performance for the PF Growth Fund:

1) For Eric B. Fischman: Russell 1000 Growth Index.

2) For Matthew D. Sabel: Russell 1000 Growth Index.

Additional or different benchmarks, including versions and components of indices, custom indices, and linked indices that combine performance of different indices for different portions of the time period, may also be used. Consideration is given to portfolio performance over one, three, and five years with emphasis placed on the longer periods. For portfolio managers who have served for more than five years, additional longer-term performance periods are also considered. For portfolio managers who have served for less than five years, performance periods are adjusted as appropriate.

The qualitative portion is based on the results of an annual internal peer review process (conducted by other portfolio managers, analysts, and traders) and management’s assessment of overall portfolio manager contributions to investor relations and the investment process (distinct from fund and other account performance). This performance bonus may be in the form of cash and/or a deferred cash award, at the discretion of management. A deferred cash award is issued for a cash value and becomes payable over a three-year vesting period if the portfolio manager remains in the continuous employ of MFS or its affiliates. During the vesting period, the value of the unfunded deferred cash award will fluctuate as though the portfolio manager had invested the cash value of the award in an MFS Fund(s) selected by the portfolio manager. A selected fund may be, but is not required to be, a fund that is managed by the portfolio manager.

Portfolio managers also typically benefit from the opportunity to participate in the MFS Equity Plan. Equity interests are awarded by management, on a discretionary basis, taking into account tenure at MFS, contribution to the investment process, and other factors.

Finally, portfolio managers also participate in benefit plans (including a defined contribution plan and health and other insurance plans) and programs available generally to other employees of MFS. The percentage such benefits represent of any portfolio manager’s compensation depends upon the length of the individual’s tenure at MFS and salary level, as well as other factors.

MSIM

MSIM’s compensation structure is based on a total reward system of base salary and incentive compensation, which is paid either in the form of cash bonus, or for employees meeting the specified deferred compensation eligibility threshold, partially as a cash bonus and partially as mandatory deferred compensation. Deferred compensation may be granted as a deferred cash award under the Investment Management Alignment Plan (IMAP), as an equity-based award or as a deferred incentive compensation award under another Firm compensation plan. The portion of incentive compensation granted in the form of a deferred compensation award and the terms of such awards are determined annually by the Compensation, Management Development and Committee of the Morgan Stanley Board of Directors.

Base salary compensation. Generally, portfolio managers receive base salary compensation based on the level of their position with the Adviser.

Incentive compensation. In addition to base compensation, portfolio managers may receive discretionary year-end compensation.

Incentive compensation may include:

· Cash Bonus.

· Deferred Compensation:

· A mandatory program that defers a portion of incentive compensation into restricted stock units or other awards based on Morgan Stanley common stock or other plans that are subject to vesting and other conditions.

· IMAP is a cash-based deferred compensation plan designed to increase the alignment of participants’ interests with the interests of the Advisor’s clients. For eligible employees, a portion of their deferred compensation is mandatorily deferred into IMAP on an annual basis. Deferred incentive awards granted under IMAP are notionally invested in referenced funds advised by the Adviser or its affiliates. Portfolio managers must notionally invest at least 25% of their IMAP award in a combination of the designated funds managed by the PM that are included in the IMAP notional investment menu. Deferred compensation awards are typically subject to vesting over a multi-year period and are cancellable in the event the employee terminates employment prior to the vesting date (other than for reasons of death, disability, retirement and involuntary termination not involving a cancellation event). Prior to distribution, deferred compensation awards are also subject to cancellation and clawback in the event the employee engages in certain proscribed behavior, including, without limitation, if the employee engages in “cause” (i.e., any act or omission that constitutes a breach of obligation to the Firm, including failure to comply with internal compliance, ethics or risk management standards and failure or refusal to perform duties satisfactorily, including supervisory and management duties) and if the employee takes any action, or fails to take any action (including with respect to direct supervisory responsibilities) where such action or omissions: causes a restatement of the Firm’s consolidated financial results; constitutes a violation of the Firm’s Global Risk Management Principles, Policies and Standards; or causes a loss of

revenue associated with a position on which the employee was paid and the employee operated outside of internal control policies.

Eligibility for, and the amount of any, incentive compensation is subject to a multi-dimensional process. Specifically, consideration is given to one or more of the following factors, which can vary by portfolio management team and circumstances:

· Revenue and profitability of the business and/or each fund/accounts managed by the portfolio manager.

· Revenue and profitability of the Firm.

· Return on equity and risk factors of both the business units and Morgan Stanley.

· Assets managed by the portfolio manager.

· External market conditions.

· New business development and business sustainability.

· Contribution to client objectives.

· Team, product and/or Investment Management performance.

· The pre-tax investment performance of the funds/accounts managed by the portfolio manager (which is measured against the applicable benchmark(s) over one, three and five year periods). For the PF Real Estate Fund, the benchmark for compensation purposes is the FTSE NAREIT Equity REITs Index.

· Individual contribution and performance.

The Firm has a Global Incentive Compensation Discretion Policy, approved by the CMDS. This policy sets forth standards for the appropriate exercise of managerial discretion in determining the level of incentive compensation to be awarded to an employee. This policy specifically provides that all managers must consider whether an employee managed risk appropriately and effectively managed and supervised the risk control practices of his or her employee reports during the performance year. For the Firm’s material risk takers, managers are required to document their decision making process for discretionary compensation. Managers are trained on these requirements annually and are required to certify compliance with the applicable requirements. The Policy is reviewed at least annually, and updated as needed.

Oppenheimer

Portfolio managers are employed and compensated by Oppenheimer or an affiliate, not by the Fund. Under the compensation program for portfolio managers and portfolio analysts, compensation is based primarily on the relative investment performance results of the funds or accounts they manage, rather than on the financial success of Oppenheimer. This is intended to align the interests of the portfolio managers and analysts with the success of the funds and accounts of their shareholders. The compensation structure is designed to attract and retain highly qualified investment management professionals and to reward individual and team contributions toward creating shareholder value. A portfolio manager’s compensation is not directly based on the total value of assets they manage; however, higher total compensation potential is likely to align with greater assets under management. The compensation structure is intended to be internally and externally equitable and serve to reduce potential conflicts of interest arising from a portfolio manager’s responsibilities managing different funds or accounts.

Portfolio manager compensation generally consists of three components: a base salary, an annual bonus, and eligibility to participate in long-term awards. In general, the average proportion of total compensation among these three components is as follows: base salary is 15%, annual bonus is 65%, and long-term awards are 20%.

The base pay component for each portfolio manager is reviewed regularly to ensure that it reflects the performance of the individual, is commensurate with the requirements of the particular portfolio, reflects any specific competence or specialty of the individual manager, and is competitive with other comparable positions.

The annual bonus is calculated based on two factors: a formulaic performance portion and a discretionary portion. In general, the formulaic performance portion is a much larger part of the annual bonus than the discretionary portion. The formulaic performance portion of the annual bonus is measured against the one-, three- and five-year performance, or performance since inception, as applicable, of the fund(s) relative to an appropriate Morningstar peer group category selected by senior management. Performance is measured on a pre-tax basis. The compensation structure is weighted towards long-term performance of the funds, with one year performance weighted at 20%, three year performance rated at 30%, and five year performance weighted at 50%. This formula has the effect of rewarding consistently above median performance, which best aligns the interests of the portfolio manager and the shareholder. Below median performance in all three periods results in an extremely low, and in some cases no, formulaic performance based bonus.

The discretionary portion of the annual bonus is determined by senior management of Oppenheimer and is based on a number of factors, including, management quality (such as style consistency, risk management, sector coverage, team leadership and coaching), contributions to marketing efforts and organizational development.

Finally, the long-term award component consists of grants in the form of appreciation rights in regard to the common stock of Oppenheimer’s holding company parent, restricted shares of such common stock, as well as deferred cash investments in the fund(s) managed by a portfolio manager. Portfolio managers must elect to receive between 20% and 50% of their annual long-term award component in the form of a deferred cash award indexed to the portfolio(s) and fund(s) managed. These awards settle in cash at the end of a three-year vesting period. Through this long-term award component, the interests of the portfolio managers are further aligned with those of fund shareholders.

The compensation structure of other funds and/or accounts managed by a portfolio manager, if any, is generally the same as the compensation structure described above. A portfolio manager’s compensation with regard to other portfolios may be based on the performance of those portfolios compared to a peer group category that may be different from that described below.

The peer group category for Messrs. Leverenz and Lech with respect to the PF Emerging Markets Fund is Morningstar-Diversified Emerging Markets. The peer group category for Messrs. Govil, Larson, and Ram with respect to the PF Main Street Core Fund is Morningstar-Large Blend.

PIMCO

PIMCO has adopted a Total Compensation Plan for its professional level employees, including its portfolio managers, that is designed to pay competitive compensation and reward performance, integrity and teamwork consistent with the firm’s mission statement. The Total Compensation Plan includes an incentive component that rewards high performance standards, work ethic and consistent individual and team contributions to the firm. The compensation of portfolio managers consists of a base salary and discretionary performance bonuses, and may include an equity or long term incentive component.

Certain employees of PIMCO, including portfolio managers, may elect to defer compensation through PIMCO’s deferred compensation plan. PIMCO also offers its employees a non-contributory defined contribution plan through which PIMCO makes a contribution based on the employee’s compensation. PIMCO’s contribution rate increases at a specified compensation level, which is a level that would include portfolio managers.

Key Principles on Compensation Philosophy include:

• PIMCO’s pay practices are designed to attract and retain high performers.

• PIMCO’s pay philosophy embraces a corporate culture of rewarding strong performance, a strong work ethic and meritocracy.

• PIMCO’s goal is to ensure key professionals are aligned to PIMCO’s long-term success through equity participation.

• PIMCO’s “Discern and Differentiate” discipline is exercised where individual performance rating is used for guidance as it relates to total compensation levels.

The Total Compensation Plan consists of three components:

• Base Salary – Base salary is determined based on core job responsibilities, positions/levels and market factors. Base salary levels are reviewed annually, when there is a significant change in job responsibilities or position, or a significant change in market levels.

• Performance Bonus – Performance bonuses are designed to reward individual performance. Each professional and his or her supervisor will agree upon performance objectives to serve as a basis for performance evaluation during the year. The objectives will outline individual goals according to pre-established measures of the group or department success. Achievement against these goals as measured by the employee and supervisor will be an important, but not exclusive, element of the bonus decision process. Award amounts are determined at the discretion of the Compensation Committee (and/or certain senior portfolio managers, as appropriate) and will also consider firm performance.

• Long-term Incentive Compensation – PIMCO has a Long Term Incentive Plan (“LTIP”) which is awarded to key professionals. Employees who reach a total compensation threshold are delivered their annual compensation in a mix of cash and long-term incentive awards. PIMCO incorporates a progressive allocation of long-term incentive awards as a percentage of total compensation, which is in line with market practices. The LTIP provides participants with cash awards that appreciate or depreciate based on PIMCO’s operating earnings over a rolling three-year period. The plan provides a link between longer term company performance and participant pay, further motivating participants to make a long term commitment to PIMCO’s success. Participation in LTIP is contingent upon continued employment at PIMCO.

• Equity Compensation – Equity allows key professionals to participate in the long-term growth of the firm. The M Unit program provides mid-to-senior level employees with the potential to acquire an equity stake in PIMCO over their careers and to better align employee incentives with the firm’s long-term results. In the program, options are awarded and vest over a number of years and may convert into PIMCO equity which shares in the profit distributions of the firm. M Units are non-voting common equity of PIMCO and provide a mechanism for individuals to build a significant equity stake in PIMCO over time.

In addition, the following non-exclusive list of qualitative criteria may be considered when specifically determining the total compensation for portfolio managers:

• 3-year, 2-year and 1-year dollar-weighted and account-weighted, pre-tax investment performance as judged against the applicable benchmarks for each account managed by a portfolio manager (including the Funds) and relative to applicable industry peer groups. The benchmarks for each portfolio of the Trust are:

PF Managed Bond Fund — Barclays Capital U.S. Aggregate Bond Index

PF Inflation Managed Fund — Barclays U.S. TIPS Index

• Appropriate risk positioning that is consistent with PIMCO’s investment philosophy and the Investment Committee/CIO approach to the generation of alpha;

• Amount and nature of assets managed by the portfolio manager;

• Consistency of investment performance across portfolios of similar mandate and guidelines (reward low dispersion);

• Generation and contribution of investment ideas in the context of PIMCO’s secular and cyclical forums, portfolio strategy meetings, Investment Committee meetings, and on a day-to-day basis;

• Absence of defaults and price defaults for issues in the portfolios managed by the portfolio manager;

• Contributions to asset retention, gathering and client satisfaction;

• Contributions to mentoring, coaching and/or supervising; and

• Personal growth and skills added.

A portfolio manager’s compensation is not based solely on the performance of any Fund or any other account managed by that portfolio manager. They may also be evaluated against some or all of the non-exclusive list of criteria listed above.

QS Investors

Compensation for all investment professionals includes a combination of base salary and annual performance bonus as well as a generous benefits package made available to all employees on a non-discretionary basis. Specifically, the compensation package includes:

• Competitive base salaries;

• Individual performance-based bonuses based on the investment professional’s added value to the products for which they are responsible. Bonuses are not directly tied to peer group and/or relative performance to any benchmark. The qualitative analysis of a portfolio manager’s individual performance is based on, among other things, the results of an annual management and internal peer review process, and management’s assessment of a portfolio manager contributions to the investment team, the investment process and overall performance (distinct from fund and other account performance). There is no direct link between fund performance and portfolio manager compensation. Other factors taken into consideration include the individual’s contributions to model and investment process research, risk management, client service and new business development; and

• Corporate profit sharing.

Certain investment professionals may also have longer-term incentive packages that are tied to the success of the organization.

Rothschild

Compensation for all investment professionals includes a combination of a competitive base salary and annual performance bonus as well as a generous benefits package made available to all employees on a non-discretionary basis.

Many factors are used to assess each individual’s contributions to firm and client success, which determinates individual performance-based bonuses. A portfolio manager’s individual performance is based on, among other things, the results of an annual management and internal peer review process, and management’s assessment of a portfolio manager’s contributions to the investment team, the investment process and overall performance (distinct from fund and other account performance). Bonuses are not directly tied to peer investment universes and/or relative performance to any benchmark. There is also no direct link between fund performance and portfolio manager compensation.

Other factors taken into consideration include the individual’s contributions to the investment process, research, risk management, client service, new business development, and leadership.

Certain investment professionals may also have longer-term incentive packages that are tied to the success of the organization.

Scout

Scout implements a strategic and comprehensive plan for its portfolio managers that is competitive and within the norm of industry standards. The basic compensation structure combines a fixed base salary, a variable bonus plan that has the potential to exceed base salary, and a long-term incentive plan. Scout places a strong emphasis on portfolio performance and believes the portfolio manager’s compensation should be a reflection of the success provided to clients of Scout. This philosophy is the basis for offering an overall compensation structure in which performance-based compensation can exceed base salary, providing the greatest incentive to align investment management to the client’s success.

The factors that determine base salary include job responsibilities, experience level, position and market comparisons. Base salary is reviewed versus comparable market data and may be adjusted on an annual basis or when a change is warranted based on evolving responsibilities. The variable bonus plan incorporates the investment performance of the management team and a subjective component based on several factors including growth in assets under management. Investment performance accounts for 80- 90% while the subjective component accounts for 10-20% of the bonus plan structure. Investment performance is evaluated on a pre-tax basis on a 1-year and 3-year time frame based on two factors. Initially, performance is judged against the unmanaged benchmark index assigned to the investment strategy. Next, performance is measured relative to the median investment manager performance in the strategy’s discipline according to the Lipper Mid-Cap Core Fund Index.

In order to attract and retain key talent, Scout employs a long term incentive plan that awards a combination of cash payments and restricted stock to qualified associates based on the net income growth of Scout. Both the cash payments and the restricted stock vest over a period of three years and require that the associate be employed at Scout at the time of vesting for the payments to be made. Scout does not enter into employment contracts or non-compete agreements with any of its equity investment professionals.

T. Rowe Price

Portfolio manager compensation consists primarily of a base salary, a cash bonus, and an equity incentive that usually comes in the form of a stock option grant or restricted stock grant. Compensation is variable and is determined based on the following factors.

Investment performance over 1-, 3-, 5-, and 10-year periods is the most important input. The weightings for these time periods are generally balanced and are applied consistently across similar strategies. T. Rowe Price (and T. Rowe Price Hong Kong Limited, T. Rowe Price Singapore Private Ltd., and T. Rowe Price International Ltd., as appropriate), evaluate performance in absolute, relative, and risk-adjusted terms. For PF Short Duration Bond Fund, relative performance and risk-adjusted performance are measured as determined with reference to a broad-based index benchmark (Barclays 1-3 Year U.S. Government/Credit Bond Index) and a Lipper index peer group (Short Investment Grade Debt Funds Average), although other benchmarks may be used as well. Investment results are also measured against comparably managed funds of competitive investment management firms. The selection of comparable funds is approved by the applicable investment steering committee and is the same as the selection presented to the directors of the T. Rowe Price Funds in their regular review of fund performance. Performance is primarily measured on a pretax basis though tax efficiency is also considered.

Compensation is viewed with a long-term time horizon. The more consistent a manager’s performance over time, the higher the compensation opportunity. The increase or decrease in a fund’s assets due to the purchase or sale of fund shares is not considered a material factor. In reviewing relative performance for fixed-income funds, a fund’s expense ratio is usually taken into account. Contribution to T. Rowe Price’s overall investment process is an important consideration as well. Leveraging ideas and investment insights across the global investment platform, working effectively with and mentoring others, and other contributions to our clients, the firm or our culture are important components of T. Rowe Price’s long-term success and are highly valued.

All employees of T. Rowe Price, including portfolio managers, participate in a 401(k) plan sponsored by T. Rowe Price Group. In addition, all employees are eligible to purchase T. Rowe Price common stock through an employee stock purchase plan that features a limited corporate matching contribution. Eligibility for and participation in these plans is on the same basis as for all

employees. Finally, all vice presidents of T. Rowe Price Group, including all portfolio managers, receive supplemental medical/ hospital reimbursement benefits.

This compensation structure is used when evaluating the performance of all portfolios (including the T. Rowe Price Funds) managed by the portfolio manager.

UBS AM

UBS AM’s compensation and benefits programs are designed to provide its investment professionals with incentives to excel, and to promote an entrepreneurial, performance-oriented culture with clear accountability. They also align the interests of investment professionals with those of our clients and other stakeholders that is correlated with investment performance.

In general, the total compensation received by the portfolio managers and analysts at UBS AM consists of two elements: a fixed component (base salary and benefits) and an annual discretionary performance award.

Fixed component (base salary and benefits):

• Set with the aim of being competitive in the industry and monitored and adjusted periodically with reference to the relevant local labor market in order to remain so.

• The fixed component is used to recognize the experience, skills and knowledge that each portfolio manager or analyst brings to their role.

Performance award:

• Determined annually on a discretionary basis.

• Based on the individual’s financial and non-financial contribution—as assessed through a rigorous performance assessment process—as well as on the performance of their respective function, of UBS AM and of UBS as a whole.

• Delivered in cash and, when total compensation is over a defined threshold, partly in deferral vehicles.

• For awards subject to deferral, the deferred amount is calculated using graduated marginal deferral rates, which increase as the value of the performance award increases.

• Deferred amounts are then delivered via two deferral vehicles – 75% in the UBS AM Equity Ownership Plan (“AM EOP”) and 25% in the Deferred Contingent Capital Plan (“DCCP”):

• AM EOP awards vest over five years with 40% of the award vesting in year two, 40% in year three and 20% in year five, provided the vesting conditions, including continued service, are met and the awards have not been forfeited on or before the vesting dates. The Notional Funds awarded under the AM EOP are aligned to selected UBS AM funds. They provide for a high level of transparency and correlation between an employee’s compensation and the investment performance of UBS AM. This alignment with UBS AM funds enhances the alignment of investment professionals’ and other employees’ interests with those of our clients.

• The DCCP was introduced for performance year 2012 onwards as a key component of UBS’s compensation framework to align compensation incentives with the capital strength of the firm. Awards under the DCCP vest 100% in year five, subject to vesting conditions, including continued employment, and subject to forfeiture.

The DCCP aligns the interests of UBS AM key employees with the interests of external investors and, alongside the AM EOP, ensures an appropriate balance between client and other stakeholder alignment.

From January 1, 2015, UBS Asset Management introduced a new Key Performance Indicator (KPI)-led model for each business area, aligning business steering logic with strategic priorities. For investment areas, sustainable investment performance is a major component of the KPI model.

Portfolio managers’ performance awards are subject to detailed KPIs. Mainly focused on investment performance of relevant client portfolios and funds, and also including some other factors such as risk management and client focus. Investment performance is assessed annually over rolling one, three and five years against benchmark, performance target and peers on a pre-tax basis. This ensures that the interest of portfolio managers are aligned with those of UBS AM clients. For the PF Currency Strategies Fund (for the UBS AM managed portion), the benchmark utilized is the Citigroup 1-Month U.S. Treasury Bill Index.

For analysts, performance awards are, in general, based on the performance of some combination of model and/or client portfolios, generally evaluated over one and three years. This is coupled with a quantitative assessment of their contribution factors such as the quality of their research, stock recommendations and their communication within and between teams and with portfolio managers.

Of all amounts deferred, 75% is granted in the AM EOP. Within the AM EOP, 50% if the Notional Funds amount is allocated to a core balanced fund aligned to a diversified range of internally managed funds. The other 50% is aligned to the most representative fund managed by/contributed to by the investment professional to further align with interests with those of UBS AM clients and other stakeholders.

Western Asset

At Western Asset, one compensation methodology covers all products and functional areas, including portfolio managers. Western Asset’s philosophy is to reward its employees through total compensation. Total compensation is reflective of the external market value for skills, experience, ability to produce results and the performance of one’s group and the firm as a whole. Discretionary bonuses make up the variable component of total compensation. These are structured to reward sector specialists for contributions to the firm as well as relative performance of their specific portfolios/product and are determined by the professional’s job function and performance as measured by a formal review process.

For portfolio managers, the formal review process includes a thorough review of portfolios they were assigned to lead, or with which they were otherwise involved, and includes not only investment performance, but maintaining a detailed knowledge of client portfolio objectives and guidelines, monitoring of risks and performance for adherence to these parameters, execution of asset allocation consistent with current firm and portfolio strategy and communication with clients. In reviewing pre-tax investment performance, one-, three- and five-year annualized returns are measured against appropriate market peer groups and to each fund’s benchmark index. For the PF Managed Bond Fund, the benchmark for compensation purposes is the Barclays Capital U.S. Aggregate Bond Index and the peer group is the Lipper Intermediate Investment Grade Debt Funds. For the PF Inflation Managed Fund, the benchmark for compensation purposes is the Barclays U.S. TIPS Index and the peer group is the Lipper Treasury Inflation Protected Securities.

Other Accounts Managed

The following table includes information for each portfolio manager of the Trust regarding the number and total assets of other accounts managed as of March 31, 2016 (unless otherwise noted) that each portfolio manager has day-to-day management responsibilities for, other than the Funds they manage within the Trust (“Other Accounts Managed”). For these Other Accounts Managed, it is possible that a portfolio manager may only manage a portion of the assets of a particular account and that such portion may be substantially lower than the total assets of such account. See the prospectuses for information on the Funds that each portfolio manager listed in the table manages within the Trust.

Other Accounts Managed are grouped into three categories: (i) registered investment companies, (ii) other pooled investment vehicles, and (iii) other accounts. The table also reflects for each category if any of these Other Accounts Managed have an advisory fee based upon the performance of the account. Table data has been provided by the applicable Manager. Portfolio managers are listed alphabetically by Manager.


Manager, Portfolio Manager(s)	Total Number of Other Accounts Managed	Total Assets of Other Accounts Managed		Number of Other Accounts Managed Paying Performance Fees	Total Assets of Other Accounts Managed Paying Performance Fees
AB
James MacGregor
Registered Investment Companies	25	$	4,651,814,370	None		N/A
Other Pooled Investment Vehicles	27	$	562,107,625	None		N/A
Other Accounts	39	$	1,459,185,031	None		N/A
Shri Singhvi
Registered Investment Companies	25	$	4,651,814,370	None		N/A
Other Pooled Investment Vehicles	25	$	416,131,052	None		N/A
Other Accounts	39	$	1,459,185,031	None		N/A
AQR
Michele L. Aghassi
Registered Investment Companies	16	$	5,321,885,549	None		N/A
Other Pooled Investment Vehicles	18	$	8,709,071,137	11	$	4,464,048,619
Other Accounts	10	$	2,385,548,681	1	$	289,467,981
Andrea Frazzini
Registered Investment Companies	35	$	13,853,206,202	None		N/A
Other Pooled Investment Vehicles	27	$	13,598,377,146	18	$	9,861,858,608
Other Accounts	32	$	12,024,314,339	7	$	1,196,503,057
Jacques A. Friedman
Registered Investment Companies	48	$	23,538,627,431	None		N/A
Other Pooled Investment Vehicles	45	$	20,078,223,229	32	$	14,622,109,521
Other Accounts	113	$	50,843,030,795	33	$	13,187,417,047


Manager, Portfolio Manager(s)	Total Number of Other Accounts Managed	Total Assets of Other Accounts Managed		Number of Other Accounts Managed Paying Performance Fees	Total Assets of Other Accounts Managed Paying Performance Fees
Hoon Kim
Registered Investment Companies	7	$	3,340,812,793	None		N/A
Other Pooled Investment Vehicles	13	$	5,235,815,363	8	$	2,108,640,106
Other Accounts	21	$	8,587,189,065	4	$	709,926,493
Ashmore
Mark Coombs
Registered Investment Companies	11	$	2,017,193,901	None		N/A
Other Pooled Investment Vehicles	62	$	10,891,377,701	19	$	3,405,001,224
Other Accounts	84	$	35,206,319,480	14	$	2,268,630,886
Robin Forrest
Registered Investment Companies	11	$	2,017,193,901	None		N/A
Other Pooled Investment Vehicles	62	$	10,891,377,701	19	$	3,405,001,224
Other Accounts	84	$	35,206,319,480	14	$	2,268,630,886
Herbert Saller
Registered Investment Companies	11	$	2,017,193,901	None		N/A
Other Pooled Investment Vehicles	62	$	10,891,377,701	19	$	3,405,001,224
Other Accounts	84	$	35,206,319,480	14	$	2,268,630,886
Ricardo Xavier
Registered Investment Companies	11	$	2,017,193,901	None		N/A
Other Pooled Investment Vehicles	62	$	10,891,377,701	19	$	3,405,001,224
Other Accounts	84	$	35,206,319,480	14	$	2,268,630,886
BlackRock
Lawrence G. Kemp
Registered Investment Companies	17	$	13,000,543,230	None		N/A
Other Pooled Investment Vehicles	2	$	1,121,167,753	None		N/A
Other Accounts	2	$	592,959,080	None		N/A
BlueBay
Geraud Charpin
Registered Investment Companies	2	$	1,460,583,329	None		N/A
Other Pooled Investment Vehicles	5	$	5,465,729,911	1	$	191,604,671
Other Accounts	None		N/A	None		N/A
Mark Dowding
Registered Investment Companies	2	$	1,460,583,329	None		N/A
Other Pooled Investment Vehicles	16	$	12,656,965,859	1	$	191,604,671
Other Accounts	10	$	2,180,115,954	None		N/A
Raphael Robelin
Registered Investment Companies	2	$	1,460,583,329	None		N/A
Other Pooled Investment Vehicles	11	$	21,238,672,443	1	$	191,604,671
Other Accounts	22	$	9,318,950,474	4	$	1,427,962,461
Andrzej Skiba
Registered Investment Companies	2	$	1,460,583,329	None		N/A
Other Pooled Investment Vehicles	1	$	1,376,777,528	None		N/A
Other Accounts	4	$	914,923,098	2	$	605,115,895
Boston Partners
Steven L. Pollack
Registered Investment Companies	4	$	12,715,021,939	None		N/A
Other Pooled Investment Vehicles	2	$	2,063,676,855	None		N/A
Other Accounts	30	$	2,317,186,562	1	$	17,053,073
ClearBridge
Robert Feitler
Registered Investment Companies	4	$	3,650,547,155	1	$	1,483,518,125
Other Pooled Investment Vehicles	None		N/A	None		N/A
Other Accounts	1,437	$	572,873,272	None		N/A
Dmitry Khaykin
Registered Investment Companies	4	$	3,650,547,155	1	$	1,483,518,125
Other Pooled Investment Vehicles	None		N/A	None		N/A
Other Accounts	1,437	$	572,873,272	None		N/A


Manager, Portfolio Manager(s)	Total Number of Other Accounts Managed	Total Assets of Other Accounts Managed		Number of Other Accounts Managed Paying Performance Fees	Total Assets of Other Accounts Managed Paying Performance Fees
Eaton Vance
John R. Baur
Registered Investment Companies	17	$	15,106,557,960	None		N/A
Other Pooled Investment Vehicles	3	$	48,177,721	1	$	15,467,272
Other Accounts	None		N/A	None		N/A
Michael A. Cirami
Registered Investment Companies	17	$	15,106,557,960	None		N/A
Other Pooled Investment Vehicles	3	$	48,177,721	1	$	15,467,272
Other Accounts	None		N/A	None		N/A
Scott H. Page
Registered Investment Companies	13	$	21,932,959,360	None		N/A
Other Pooled Investment Vehicles	11	$	9,530,500,366	1	$	3,965,669
Other Accounts	7	$	3,954,566,504	None		N/A
Craig P. Russ
Registered Investment Companies	9	$	17,547,448,854	None		N/A
Other Pooled Investment Vehicles	3	$	6,581,221,788	None		N/A
Other Accounts	7	$	3,954,566,504	None		N/A
Eric A. Stein
Registered Investment Companies	16	$	19,877,489,299	None		N/A
Other Pooled Investment Vehicles	3	$	354,596,357	1	$	15,467,272
Other Accounts	None		N/A	None		N/A
Andrew N. Sveen
Registered Investment Companies	5	$	2,278,954,222	None		N/A
Other Pooled Investment Vehicles	None		N/A	None		N/A
Other Accounts	None		N/A	None		N/A
Invesco
Devin Armstrong
Registered Investment Companies	8	$	18,272,755,562	None		N/A
Other Pooled Investment Vehicles	None		N/A	None		N/A
Other Accounts	3,593	$	519,147,912	None		N/A
Charles DyReyes
Registered Investment Companies	8	$	18,272,755,562	None		N/A
Other Pooled Investment Vehicles	None		N/A	None		N/A
Other Accounts	3,593	$	519,147,912	None		N/A
Kevin Holt
Registered Investment Companies	8	$	18,272,755,562	None		N/A
Other Pooled Investment Vehicles	1	$	68	None		N/A
Other Accounts	3,593	$	519,147,912	None		N/A
James Warwick
Registered Investment Companies	8	$	18,272,755,562	None		N/A
Other Pooled Investment Vehicles	None		N/A	None		N/A
Other Accounts	3,593	$	519,147,912	None		N/A
Ivy
Kimberly A. Scott
Registered Investment Companies	7	$	6,342,167,084	None		N/A
Other Pooled Investment Vehicles	1	$	5,532,091	None		N/A
Other Accounts	1	$	121,469,586	None		N/A


Manager, Portfolio Manager(s)	Total Number of Other Accounts Managed	Total Assets of Other Accounts Managed		Number of Other Accounts Managed Paying Performance Fees	Total Assets of Other Accounts Managed Paying Performance Fees
JPMorgan
Demetris Georghiou
Registered Investment Companies	3	$	1,181,154	None		N/A
Other Pooled Investment Vehicles	5	$	283,507	None		N/A
Other Accounts	1	$	187,485	None		N/A
Georgina Perceval Maxwell
Registered Investment Companies	10	$	4,624,469	None		N/A
Other Pooled Investment Vehicles	4	$	1,378,875	None		N/A
Other Accounts	6	$	1,736,396	None		N/A
Gerd Woort-Menker
Registered Investment Companies	11	$	6,181,885	None		N/A
Other Pooled Investment Vehicles	9	$	4,113,743	None		N/A
Other Accounts	2	$	423,017	None		N/A
Lord Abbett
F. Thomas O’ Halloran
Registered Investment Companies	8	$	5,596,081,704	None		N/A
Other Pooled Investment Vehicles	None		N/A	None		N/A
Other Accounts	17	$	618,955,326	1	$	50,654,506
Arthur K. Weise
Registered Investment Companies	8	$	5,596,081,704	None		N/A
Other Pooled Investment Vehicles	None		N/A	None		N/A
Other Accounts	17	$	618,955,326	1	$	50,654,506
MCG
Mark Farrington
Registered Investment Companies	5	$	1,236,684,987	None		N/A
Other Pooled Investment Vehicles	5	$	332,037,492	2	$	5,263,103
Other Accounts	7	$	2,508,618,166	1	$	2,500,000
Dr. Ivan Petej
Registered Investment Companies	1	$	735,766,135	None		N/A
Other Pooled Investment Vehicles	1	$	4,244,985	1	$	4,244,985
Other Accounts	1	$	2,500,000	1	$	2,500,000
MFS
Filipe M. G. Benzinho
Registered Investment Companies	None		N/A	None		N/A
Other Pooled Investment Vehicles	None		N/A	None		N/A
Other Accounts	None		N/A	None		N/A
Eric B. Fischman
Registered Investment Companies	6	$	17,696,751,876	None		N/A
Other Pooled Investment Vehicles	1	$	109,593,807	None		N/A
Other Accounts	11	$	1,500,757,329	None		N/A
Daniel Ling
Registered Investment Companies	12	$	14,514,421,919	None		N/A
Other Pooled Investment Vehicles	3	$	2,031,597,444	None		N/A
Other Accounts	25	$	5,565,715,193	None		N/A
Matthew D. Sabel
Registered Investment Companies	8	$	18,316,717,315	None		N/A
Other Pooled Investment Vehicles	1	$	109,593,807	None		N/A
Other Accounts	12	$	1,532,694,684	None		N/A
Marcus L. Smith
Registered Investment Companies	13	$	14,723,360,693	None		N/A
Other Pooled Investment Vehicles	5	$	2,377,393,791	None		N/A
Other Accounts	34	$	6,940,594,442	None		N/A
MSIM
Theodore R. Bigman
Registered Investment Companies	13	$	6,525,953,508	None		N/A
Other Pooled Investment Vehicles	26	$	9,945,026,684	None		N/A
Other Accounts	51	$	6,205,782,826	16	$	1,085,855,883
Bill Grant
Registered Investment Companies	10	$	6,029,212,958	None		N/A
Other Pooled Investment Vehicles	18	$	8,241,612,341	None		N/A
Other Accounts	43	$	4,959,907,836	10	$	412,782,146


Manager, Portfolio Manager(s)	Total Number of Other Accounts Managed	Total Assets of Other Accounts Managed		Number of Other Accounts Managed Paying Performance Fees	Total Assets of Other Accounts Managed Paying Performance Fees
Oppenheimer
Manind Govil
Registered Investment Companies	8	$	11,449,182,488	None		N/A
Other Pooled Investment Vehicles	None		N/A	None		N/A
Other Accounts	2	$	428,045,943	None		N/A
Paul Larson
Registered Investment Companies	5	$	10,037,256,108	None		N/A
Other Pooled Investment Vehicles	None		N/A	None		N/A
Other Accounts	2	$	276,267,108	None		N/A
John Paul Lech
Registered Investment Companies	8	$	31,363,762,488	None		N/A
Other Pooled Investment Vehicles	2	$	2,582,896,728	None		N/A
Other Accounts	3	$	280,129,892	None		N/A
Justin M. Leverenz
Registered Investment Companies	10	$	31,834,887,492	None		N/A
Other Pooled Investment Vehicles	3	$	3,188,913,248	None		N/A
Other Accounts	3	$	280,129,892	None		N/A
Benjamin Ram
Registered Investment Companies	7	$	12,173,445,991	None		N/A
Other Pooled Investment Vehicles	None		N/A	None		N/A
Other Accounts	1	$	88,666,455	None		N/A
Pacific Asset Management
C. Robert Boyd
Registered Investment Companies	2	$	1,101,253,552	None		N/A
Other Pooled Investment Vehicles	None		N/A	None		N/A
Other Accounts	None		N/A	None		N/A
J.P. Leasure
Registered Investment Companies	2	$	471,730,871	None		N/A
Other Pooled Investment Vehicles	2	$	549,179,004	None		N/A
Other Accounts	3	$	237,233,113	None		N/A
Michael Marzouk
Registered Investment Companies	2	$	837,994,751	None		N/A
Other Pooled Investment Vehicles	2	$	549,179,400	None		N/A
Other Accounts	3	$	386,126,777	None		N/A
Brian M. Robertson
Registered Investment Companies	2	$	1,467,517,432	None		N/A
Other Pooled Investment Vehicles	None		N/A	None		N/A
Other Accounts	None		N/A	None		N/A
David Weismiller
Registered Investment Companies	1	$	392,681,118	None		N/A
Other Pooled Investment Vehicles	None		N/A	None		N/A
Other Accounts	6	$	892,441,757	None		N/A
PIMCO
Jeremie Banet
Registered Investment Companies	17	$	27,129,533,862	None		N/A
Other Pooled Investment Vehicles	4	$	398,903,896	1	$	55,128,089
Other Accounts	3	$	1,310,162,322	1	$	74,904,338
Mark R. Kiesel
Registered Investment Companies	21	$	157,867,425,139	None		N/A
Other Pooled Investment Vehicles	61	$	64,577,823,815	10	$	8,442,505,766
Other Accounts	133	$	69,427,110,325	15	$	5,688,820,802
Scott A. Mather
Registered Investment Companies	23	$	139,961,452,121	None		N/A
Other Pooled Investment Vehicles	22	$	13,704,730,359	None		N/A
Other Accounts	20	$	12,158,639,472	3	$	2,662,164,370
Mihir P. Worah
Registered Investment Companies	42	$	158,217,605,802	None		N/A
Other Pooled Investment Vehicles	35	$	20,042,677,578	1	$	173,486,791
Other Accounts	63	$	27,689,797,298	8	$	2,173,577,745


Manager, Portfolio Manager(s)	Total Number of Other Accounts Managed	Total Assets of Other Accounts Managed		Number of Other Accounts Managed Paying Performance Fees	Total Assets of Other Accounts Managed Paying Performance Fees
PLFA
Max Gokhman
Registered Investment Companies	9	$	33,962,652,532	None		N/A
Other Pooled Investment Vehicles	None		N/A	None		N/A
Other Accounts	None		N/A	None		N/A
Howard T. Hirakawa
Registered Investment Companies	9	$	33,962,652,532	None		N/A
Other Pooled Investment Vehicles	None		N/A	None		N/A
Other Accounts	None		N/A	None		N/A
Carleton J. Muench
Registered Investment Companies	9	$	33,962,652,532	None		N/A
Other Pooled Investment Vehicles	None		N/A	None		N/A
Other Accounts	None		N/A	None		N/A
Samuel S. Park
Registered Investment Companies	9	$	33,962,652,532	None		N/A
Other Pooled Investment Vehicles	None		N/A	None		N/A
Other Accounts	None		N/A	None		N/A
QS Investors
Christopher W. Floyd
Registered Investment Companies	2	$	1,883,780,478	None		N/A
Other Pooled Investment Vehicles	2	$	224,438,560	None		N/A
Other Accounts	3	$	1,045,855,056	None		N/A
Stephen A. Lanzendorf
Registered Investment Companies	12	$	4,848,974,297	None		N/A
Other Pooled Investment Vehicles	5	$	290,152,058	None		N/A
Other Accounts	26	$	2,840,968,890	4	$	88,010,370
Rothschild
Joseph Bellantoni
Registered Investment Companies	None		N/A	None		N/A
Other Pooled Investment Vehicles	2	$	216,986,842	None		N/A
Other Accounts	16	$	466,591,217	None		N/A
Luis Ferreira
Registered Investment Companies	None		N/A	None		N/A
Other Pooled Investment Vehicles	2	$	120,299,145	None		N/A
Other Accounts	39	$	1,716,100,137	None		N/A
Tina Jones
Registered Investment Companies	None		N/A	None		N/A
Other Pooled Investment Vehicles	None		N/A	None		N/A
Other Accounts	9	$	320,615,805	None		N/A
Chris R. Kaufman
Registered Investment Companies	None		N/A	None		N/A
Other Pooled Investment Vehicles	1	$	19,752,560	None		N/A
Other Accounts	32	$	964,693,613	1	$	54,234,135
Douglas J. Levine
Registered Investment Companies	None		N/A	None		N/A
Other Pooled Investment Vehicles	None		N/A	None		N/A
Other Accounts	2	$	1,838,746	None		N/A
R. Daniel Oshinskie
Registered Investment Companies	None		N/A	None		N/A
Other Pooled Investment Vehicles	2	$	592,153,903	None		N/A
Other Accounts	14	$	581,177,797	3	$	56,347,278
Paul Roukis
Registered Investment Companies	None		N/A	None		N/A
Other Pooled Investment Vehicles	1	$	19,752,560	None		N/A
Other Accounts	32	$	964,693,613	1	$	54,234,135


Manager, Portfolio Manager(s)	Total Number of Other Accounts Managed	Total Assets of Other Accounts Managed		Number of Other Accounts Managed Paying Performance Fees	Total Assets of Other Accounts Managed Paying Performance Fees
Mark K. Tavel
Registered Investment Companies	None		N/A	None		N/A
Other Pooled Investment Vehicles	2	$	120,299,145	None		N/A
Other Accounts	39	$	1,716,100,137	None		N/A
Scout
G. Patrick Dunkerley
Registered Investment Companies	2	$	2,147,848,840	None		N/A
Other Pooled Investment Vehicles	2	$	381,712,073	1	$	264,432,063
Other Accounts	3	$	24,289,832	None		N/A
John A. Indellicate II
Registered Investment Companies	2	$	2,147,848,840	None		N/A
Other Pooled Investment Vehicles	2	$	381,712,073	1	$	264,432,063
Other Accounts	3	$	24,289,832	None		N/A
Derek M. Smashey
Registered Investment Companies	2	$	2,147,848,840	None		N/A
Other Pooled Investment Vehicles	2	$	381,712,073	1	$	264,432,063
Other Accounts	3	$	24,289,832	None		N/A
Jason J. Votruba
Registered Investment Companies	2	$	2,147,848,840	None		N/A
Other Pooled Investment Vehicles	2	$	381,712,073	1	$	264,432,063
Other Accounts	3	$	24,289,832	None		N/A
T. Rowe Price
Michael F. Reinartz
Registered Investment Companies	7	$	9,959,096,816	None		N/A
Other Pooled Investment Vehicles	1	$	5,927,759,637	None		N/A
Other Accounts	10	$	1,937,110,614	None		N/A
Edward A. Wiese
Registered Investment Companies	6	$	9,916,421,352	None		N/A
Other Pooled Investment Vehicles	1	$	5,927,759,637	None		N/A
Other Accounts	10	$	1,937,110,614	None		N/A
UBS AM
Jonathan Davies
Registered Investment Companies	6	$	2,088,058,222	None		N/A
Other Pooled Investment Vehicles	11	$	5,367,863,262	None		N/A
Other Accounts	11	$	22,481,822,180	None		N/A
Alistair Moran
Registered Investment Companies	6	$	2,088,058,222	None		N/A
Other Pooled Investment Vehicles	11	$	5,367,863,262	None		N/A
Other Accounts	8	$	22,480,939,882	None		N/A
Western Asset
Michael C. Buchanan
Registered Investment Companies	42	$	39,309,829,186	None		N/A
Other Pooled Investment Vehicles	80	$	35,510,532,919	4	$	1,098,854,815
Other Accounts	190	$	51,790,088,924	21	$	6,563,090,216
Carl L. Eichstaedt
Registered Investment Companies	15	$	33,212,983,530	None		N/A
Other Pooled Investment Vehicles	23	$	10,197,066,551	None		N/A
Other Accounts	156	$	38,177,426,959	32	$	7,139,078,137
S. Kenneth Leech
Registered Investment Companies	108	$	174,649,417,597	None		N/A
Other Pooled Investment Vehicles	269	$	87,598,929,890	8	$	1,523,237,809
Other Accounts	610	$	173,844,055,357	66	$	17,499,854,765
Chia-Liang Lian
Registered Investment Companies	26	$	32,082,970,193	None		N/A
Other Pooled Investment Vehicles	42	$	13,691,900,099	1	$	119,309,537
Other Accounts	153	$	30,591,694,724	28	$	7,865,958,581
Mark S. Lindbloom
Registered Investment Companies	17	$	35,984,549,205	None		N/A
Other Pooled Investment Vehicles	21	$	9,901,880,065	None		N/A
Other Accounts	142	$	36,060,247,239	32	$	7,373,446,479


Manager, Portfolio Manager(s)	Total Number of Other Accounts Managed	Total Assets of Other Accounts Managed		Number of Other Accounts Managed Paying Performance Fees	Total Assets of Other Accounts Managed Paying Performance Fees
Frederick R Marki
Registered Investment Companies	4	$	4,284,198,227	None		N/A
Other Pooled Investment Vehicles	2	$	67,655,551	None		N/A
Other Accounts	31	$	10,135,780,866	16	$	2,070,419,886

Material Conflicts of Interest

Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one investment account. Portfolio managers who manage other investment accounts in addition to a Fund of the Trust may be presented with the following potential conflicts:

PLFA

From time to time, a potential conflict of interest may arise between a portfolio manager’s management of a Portfolio Optimization Fund or Pacific Funds Diversified Alternatives, on the one hand, and other Portfolio Optimization Funds, Pacific Funds Diversified Alternatives or the Underlying Funds on the other hand. This might occur, for example, if an Underlying Fund in which multiple Portfolio Optimization Funds or Pacific Funds Diversified Alternatives invest has limited capacity for further investment; or if certain Underlying Funds are more profitable than others. PLFA has a process in place to address these types of risks.

Pacific Asset Management

Pacific Asset Management may manage client assets with similar investment strategies, creating the potential for conflicts of interest as the fees for managing client accounts may differ from one another. As a registered investment adviser and a fiduciary, Pacific Asset Management exercises due care to ensure that investment opportunities are allocated equitably among all participating clients.

In general, investment decisions for each client will be made independently from those of other clients, with specific reference to the individual needs and objectives of each client. Different account guidelines and/or differences within particular investment strategies may lead to the use of different investment practices for client accounts within a similar investment strategy. In addition, Pacific Asset Management will not necessarily purchase or sell the same securities at the same time or in the same proportionate amounts for all accounts, particularly if different accounts have materially different amounts of capital under management by Pacific Asset Management or different amounts of investable cash available. As a result, although Pacific Asset Management manages multiple accounts with similar or identical investment objectives, or may manage accounts with different objectives that trade in the same securities, the portfolio management decisions relating to these accounts, and the performance resulting from such decisions, may differ from account to account. Pacific Asset Management has implemented policies and procedures to address trade allocation and aggregation decisions. These policies and procedures seek to ensure fair and equitable treatment of all participating clients over time. The policies and procedures include compliance monitoring and oversight of allocation and aggregation practices.

Investment Professional Conflict of Interest Disclosure. As an investment adviser and fiduciary, AB owes its clients and shareholders an undivided duty of loyalty. We recognize that conflicts of interest are inherent in our business and accordingly have developed policies and procedures (including oversight monitoring) reasonably designed to detect, manage and mitigate the effects of actual or potential conflicts of interest in the area of employee personal trading, managing multiple accounts for multiple clients, including AllianceBernstein Mutual Funds, and allocating investment opportunities. Investment professionals, including portfolio managers and research analysts, are subject to the above-mentioned policies and oversight monitoring to ensure that all clients are treated equitably. We place the interests of our clients first and expect all of our employees to meet their fiduciary duties.

Employee Personal Trading. AB has adopted a Code of Business Conduct and Ethics that is designed to detect and prevent conflicts of interest when investment professionals and other personnel of AB own, buy or sell securities which may be owned by, or bought or sold for, clients. Personal securities transactions by an employee may raise a potential conflict of interest when an employee owns or trades in a security that is owned or considered for purchase or sale by a client, or recommended for purchase or sale by an employee to a client. Subject to the reporting requirements and other limitations of its Code of Business Conduct and Ethics, AB permits its employees to engage in personal securities transactions, and also allows them to acquire investments in the AllianceBernstein Mutual Funds. AB’s Code of Business Conduct and Ethics requires disclosure of all personal accounts and maintenance of brokerage accounts with designated broker-dealers approved by AB. The Code also requires preclearance of all securities transactions (except transactions in open-end mutual funds) and imposes a 60 day holding period for securities purchased by employees to discourage short-term trading.

Managing Multiple Accounts for Multiple Clients. AB has compliance policies and oversight monitoring in place to address conflicts of interest relating to the management of multiple accounts for multiple clients. Conflicts of interest may arise when an

investment professional has responsibilities for the investments of more than one account because the investment professional may be unable to devote equal time and attention to each account. The investment professional or investment professional teams for each client may have responsibilities for managing all or a portion of the investments of multiple accounts with a common investment strategy, including other registered investment companies, unregistered investment vehicles, such as hedge funds, pension plans, separate accounts, collective trusts and charitable foundations. Among other things, AB’s policies and procedures provide for the prompt dissemination to investment professionals of initial or changed investment recommendations by analysts so that investment professionals are better able to develop investment strategies for all accounts they manage. In addition, investment decisions by investment professionals are reviewed for the purpose of maintaining uniformity among similar accounts and ensuring that accounts are treated equitably. No investment professional that manages client accounts carrying performance fees is compensated directly or specifically for the performance of those accounts. Investment professional compensation reflects a broad contribution in multiple dimensions to long-term investment success for our clients and is not tied specifically to the performance of any particular client’s account, nor is it directly tied to the level or change in level of assets under management.

Allocating Investment Opportunities. AB has policies and procedures intended to address conflicts of interest relating to the allocation of investment opportunities. These policies and procedures are designed to ensure that information relevant to investment decisions is disseminated promptly within its portfolio management teams and investment opportunities are allocated equitably among different clients. The investment professionals at AB routinely are required to select and allocate investment opportunities among accounts. Portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar accounts, which minimizes the potential for conflicts of interest relating to the allocation of investment opportunities. Nevertheless, investment opportunities may be allocated differently among accounts due to the particular characteristics of an account, such as size of the account, cash position, tax status, risk tolerance and investment restrictions or for other reasons.

AB’s procedures are also designed to address potential conflicts of interest that may arise when AB has a particular financial incentive, such as a performance-based management fee, relating to an account. An investment professional may perceive that he or she has an incentive to devote more time to developing and analyzing investment strategies and opportunities or allocating securities preferentially to accounts for which AB could share in investment gains.

To address these conflicts of interest, AB’s policies and procedures require, among other things, the prompt dissemination to investment professionals of any initial or changed investment recommendations by analysts; the aggregation of orders to facilitate best execution for all accounts; price averaging for all aggregated orders; objective allocation for limited investment opportunities (e.g., on a rotational basis) to ensure fair and equitable allocation among accounts; and limitations on short sales of securities. These procedures also require documentation and review of justifications for any decisions to make investments only for select accounts or in a manner disproportionate to the size of the account.

AQR

Each of the portfolio managers is also responsible for managing other accounts in addition to the Fund, including other accounts of AQR, or its affiliates. Other accounts may include, without limitation, separately managed accounts for foundations, endowments, pension plans, and high net-worth families; registered investment companies; unregistered investment companies relying on either Section 3(c)(1) or Section 3(c)(7) of the 1940 Act (such companies are commonly referred to as “hedge funds”); foreign investment companies; and may also include accounts or investments managed or made by the portfolio managers in a personal or other capacity (“Proprietary Accounts”). Management of other accounts in addition to the Fund can present certain conflicts of interest, as described below.

From time to time, potential conflicts of interest may arise between a portfolio manager’s management of the investments of the Fund, on the one hand, and the management of other accounts, on the other. The other accounts might have similar investment objectives or strategies as the Fund, or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Fund. Because of their positions with the Fund, the portfolio managers know the size, timing and possible market impact of the Fund’s trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of the Fund.

A potential conflict of interest may arise as a result of a portfolio manager’s management of a number of accounts (including Proprietary Accounts) with similar investment strategies. Often, an investment opportunity may be suitable for both the Fund and other accounts, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the Fund and another account. In addition, different account guidelines and/or differences within particular investment strategies may lead to the use of different investment practices for portfolios with a similar investment strategy. AQR will not necessarily purchase or sell the same securities at the same time, same direction, or in the same proportionate amounts for all eligible accounts, particularly if different accounts have materially different amounts of capital under management by AQR, different amounts of investable cash available, different strategies, or different risk tolerances. As a result, although AQR manages numerous accounts and/or portfolios with similar or identical investment objectives, or may manage accounts with different objectives that trade in the same securities, the portfolio decisions relating to these accounts, and the performance resulting from such decisions, may differ from account to account.

Whenever decisions are made to buy or sell securities by the Fund and one or more of the other accounts (including Proprietary Accounts) simultaneously, AQR or the portfolio manager may aggregate the purchases and sales of the securities and will allocate the securities transactions in a manner that it believes to be equitable under the circumstances. To this end, AQR has adopted policies and procedures that are intended to ensure that investment opportunities are allocated equitably among accounts over time. As a result of the allocations, there may be instances where the Fund will not participate in a transaction that is allocated among other accounts or the Fund may not be allocated the full amount of the securities sought to be traded. While these aggregation and allocation policies could have a detrimental effect on the price or amount of the securities available to the Fund from time to time, it is the opinion of AQR that the overall benefits outweigh any disadvantages that may arise from this practice. Subject to applicable laws and/or account restrictions, AQR may buy, sell or hold securities for other accounts while entering into a different or opposite investment decision for the Fund.

AQR and the Fund’s portfolio managers may also face a conflict of interest where some accounts pay higher fees to AQR than others, such as by means of performance fees. Specifically, the entitlement to a performance fee in managing one or more accounts may create an incentive for AQR to take risks in managing assets that it would not otherwise take in the absence of such arrangements. Additionally, since performance fees reward AQR for performance in accounts which are subject to such fees, AQR may have an incentive to favor these accounts over those that have only fixed asset-based fees with respect to areas such as trading opportunities, trade allocation, and allocation of new investment opportunities.

AQR has implemented specific policies and procedures (e.g., a code of ethics and trade allocation policies) that seek to address potential conflicts of interest that may arise in connection with the management of the Fund and other accounts and that are designed to ensure that all client accounts are treated fairly and equitably over time.

Ashmore

The following summarizes the policy of Ashmore for managing conflicts of interest. As an investment adviser to multiple client accounts, Ashmore recognizes that potential conflicts of interest may arise in its management of such accounts. Ashmore has adopted compliance policies and procedures that are designed to identify, manage and/or mitigate these conflicts. Although Ashmore believes its policies and procedures are appropriate to eliminate or minimize the harm of many potential conflicts of interest among Ashmore, its affiliates and clients, no set of policies and procedures can anticipate every potential conflict of interest. Accordingly, where a particular conflict that is not covered by such procedures arises, Ashmore will take the course of action most consistent with its policies to eliminate or minimize the harm of such conflict.

Conflicts of interest can arise where: (i) the interests of Ashmore conflict with those of a client (firm vs. client conflicts) and (ii) the interests of one client of Ashmore conflict with those of another of Ashmore’s clients (client vs. client conflicts). Ashmore has policies and arrangements in place to identify and manage conflicts of interest that may arise between Ashmore and its clients or between the Ashmore’s different clients. Ashmore has a policy of independence that requires its staff to disregard any personal interest, relationship or arrangement which gives rise to a conflict of interest and to ensure that the interests of clients prevail.

Ashmore places significant emphasis on its strong compliance culture, and the efficient operation of systems and controls, to manage issues such as conflicts of interest. Ashmore’s compliance department conducts regular monitoring checks to confirm that internal policies and procedures are followed.

Firm vs. client conflicts

Connected entity investment decisions — Ashmore acts as manager, investment manager, advisor or general partner to and may receive different rates of remuneration, including investment management/ advisory fees and performance fees from multiple client accounts. Whilst we may make decisions to buy or sell securities or other investments for one account and not another account, which may affect relative performance and hence the value of our remuneration based thereon, we will at all times have regard to our obligations to each client, taking into account such clients’ investment restrictions and other relevant factors.

Investment as principal — Ashmore has from time to time taken, and may from time to time take a long-term or short-term position in a client fund, in some cases to provide initial capital and establish a solid platform for the future growth of such client fund. We have and may also in the future co-invest in an investment alongside a client or client fund, either directly or indirectly, or invest in any entity which forms part of, or acquires part or all of, a client fund’s assets or client fund itself. Ashmore’s return on investment in a client fund will be determined by reference to the investment decisions we make for such client fund, and in the case of co-investment or other investment, by reference to the change in value of such investment. Principal transactions by Ashmore are made subject to policy and limits specified from time to time by the Board of Ashmore Group plc. Our policies require that all personal interests, relationships or arrangements, including those of our affiliated companies must be disregarded to ensure that the best interests of all clients are served.

Ashmore staff personal investments — certain directors and employees of Ashmore or of an affiliated company may hold or deal for their personal account in securities of a client or of any issuer in which securities or investments are held or dealt in on behalf of a client. They may also deal, outside closed periods, in the securities of the ultimate holding company, Ashmore Group plc or, in the case of joint ventures, hold shares or other investments in an affiliated company. All Ashmore directors and employees are subject to the Ashmore Personal Account Dealing Code.

Client vs. client conflicts

Aggregation of transactions in investments — Ashmore may aggregate purchase and sale transactions in investments (and associated transaction costs) for applicable clients (and as referred to above applicable investments as principal).

The applicable clients may have different or similar investment strategies, objectives and restrictions, and they may be structured differently (such as redemption and subscription (or analogous) terms). Accordingly, aggregation may result in different outcomes for certain such clients, for instance in respect of the holding period for an investment, the size of a client’s exposure to such investment, and the price at which an investment may be acquired or disposed of. Depending on the circumstances, aggregation may be advantageous or disadvantageous to the client.

Allocation of transactions in investments — aggregated transactions as referred to above, including costs and expenses thereof, are allocated to ensure that our clients have broadly equal access to a similar quality and quantity of suitable investment transactions, taking into account the factors mentioned above, amongst others. Our policy further requires all allocations to be effected at the same price, but in very limited instances this may not be achievable due to the mechanics of certain markets.

Transactions between clients — Ashmore may make decisions for one client to buy or sell units, shares or other investments in other funds, investment companies or other entities to which Ashmore or an affiliated company is the manager or investment manager (for example for a fund of fund).

Ashmore may potentially charge the higher of the two management fees and could double-charge performance fees where one fund invests in another emerging markets fund. Ashmore currently elects not to receive double performance fees on any such investments.

Ashmore may in certain circumstances effect a transaction between clients whereby one client buys an asset from another client for reasons that are beneficial to each client, on arms’ length terms. For example, a transaction between clients may be appropriate when a client fund has an obligation to meet applicable investment restrictions or investor redemption requirements, and where Ashmore determines that the investment continues to represent a valid opportunity to generate added value for one or more other clients to acquire the investment.”

BlackRock

BlackRock has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous clients in addition to the Fund, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to the Fund. In addition, BlackRock, its affiliates and significant shareholders and any officer, director, shareholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Fund. BlackRock, or any of its affiliates or significant shareholders, or any officer, director, shareholder, employee or any member of their families may take different actions than those recommended to the Fund by BlackRock with respect to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of which any of BlackRock’s (or its affiliates’ or significant shareholders’) officers, directors or employees are directors or officers, or companies as to which BlackRock or any of its affiliates or significant shareholders or the officers, directors and employees of any of them has any substantial economic interest or possesses material non-public information. Certain portfolio managers also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for the Fund. It should also be noted that a portfolio manager may be managing hedge fund and/or long only accounts, or may be part of a team managing hedge fund and/or long only accounts, subject to incentive fees. Such portfolio manager may therefore be entitled to receive a portion of any incentive fees earned on such accounts. Currently, the portfolio manager of this Fund is not entitled to receive a portion of incentive fees of other accounts.

As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this end, BlackRock has adopted policies that are intended to ensure reasonable efficiency in client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base, as appropriate.

BlueBay

BlueBay may provide investment management services for other clients and accounts similar to those provided to the Fund and which may give rise to potential conflicts of interest. BlueBay has established and implemented policies and procedures designed to

address such conflicting interests, including a conflicts of interest policy, trade execution and allocation policies and training programs for employees.

A potential conflict of interest may arise as a result of a BlueBay portfolio manager’s responsibility for multiple accounts with similar investment objectives or strategies as the Fund, track the same index or otherwise hold, purchase or sell securities that are permitted for the Fund. A potential investment may be suitable for more than one of the portfolio manager’s accounts, and conflict may arise in respect of the allocation and aggregation of securities transactions to accounts. When allocating transactions among accounts it is BlueBay’s policy that all clients should be treated fairly and that, to the extent possible, all clients should receive equitable treatment over time and that no account will receive more favorable treatment or be disadvantaged over other accounts managed by BlueBay.

BlueBay seeks best execution with respect to all securities transactions and has implemented policies and procedures that it believes are reasonably designed to mitigate and manage any potential conflicts. When giving effect to decisions to deal on behalf of clients, the exact nature of the best possible result will be determined by BlueBay by using its commercial judgment and experience in light of market information and taking into account the following criteria: the characteristics of the client, the characteristics of the order, the characteristics of the instrument or product and the characteristics of the brokers, counterparties, exchange or trading system to which the order can be directed. BlueBay is a subsidiary of Royal Bank of Canada (“RBC”), a global financial services company with a number of affiliated entities. RBC group entities may be used, where permitted by regulation and the client’s contract, to effect transactions with BlueBay’s clients. Transactions with RBC group entities are executed on an arm’s length basis and in accordance with BlueBay’s best execution obligation.

Other conflicts may arise where a portfolio manager may trade the same trade securities in a personal capacity and also for client accounts. All employees are subject to and must comply with restrictions on engaging in personal transactions pursuant to a personal account dealing policy adopted by BlueBay and which details pre-trade approval, reporting and holding requirements for transactions.

BlueBay has adopted a written code of ethics that is applicable to all employees, partners and staff. Among other things, the code requires BlueBay and its employees, partners and staff to act in clients’ best interest, abide by all applicable regulations, avoid even the appearance of insider trading, and pre-clear and report on many types of personal securities transactions. BlueBay’s restrictions on personal securities trading apply to employees, partners and staff as well as their family members living in the same household. The CCO monitors employee trading, relative to client trading, to ensure that employees do not engage in improper transactions.

The Conflicts of Interest Policy established by BlueBay sets out the most important and/or relevant aspects of the arrangements which BlueBay has put in place to manage potential conflicting interests. BlueBay’s arrangements for managing potential conflicts are reviewed at least annually and whenever a material change occurs that affects BlueBay’s ability to manage its conflicts.

Boston Partners

The compensation paid to Boston Partners for managing the Fund is based on a percentage of assets under management and for certain accounts on a performance fee. Portfolio managers benefit from Boston Partners revenues and profitability. But no Portfolio Managers are compensated based directly on fee revenue earned by Boston Partners on particular accounts in a way that would create a material conflict of interest in favoring particular accounts over other accounts.

Execution and research services provided by brokers may not always be utilized in connection with the Fund or other client accounts that may have provided the commission or a portion of the commission paid to the broker providing the services. Boston Partners allocates brokerage commissions for these services in a manner that it believes is fair and equitable and consistent with its fiduciary obligations to each of its clients.

If a portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other client account, the Fund may not be able to take full advantage of that opportunity. To mitigate this conflict of interest, Boston Partners aggregates orders of the funds it advises with orders from each of its other client accounts in order to ensure that all clients are treated fairly and equitably over time and consistent with its fiduciary obligations to each of its clients.

ClearBridge

Potential conflicts of interest may arise when a fund’s portfolio managers also have day-to-day management responsibilities with respect to one or more other funds or other accounts, as is the case for the Fund’s portfolio managers.

ClearBridge has adopted compliance policies and procedures that are designed to address various conflicts of interest that may arise for ClearBridge as sub-adviser and the individuals that it employs. For example, ClearBridge seeks to minimize the effects of competing interests for the time and attention of portfolio managers by assigning portfolio managers to manage funds and accounts that share a similar investment style. ClearBridge has also adopted trade allocation procedures that are designed to facilitate the fair allocation of investment opportunities among multiple funds and accounts. There is no guarantee, however, that the policies and

procedures adopted by ClearBridge will be able to detect and/or prevent every situation in which an actual or potential conflict may appear.

These potential conflicts include:

Allocation of Limited Time and Attention. A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. The effects of this potential conflict may be more pronounced where funds and/or accounts overseen by a particular portfolio manager have different investment strategies.

Allocation of Investment Opportunities. If a portfolio manager identifies an investment opportunity that may be suitable for multiple funds and/or accounts, the opportunity may be allocated among these several funds or accounts, which may limit a fund’s ability to take full advantage of the investment opportunity. ClearBridge has adopted policies and procedures to ensure that all accounts, including the fund, are treated equitably.

Pursuit of Differing Strategies. At times, a portfolio manager may determine that an investment opportunity may be appropriate for only some of the funds and/or accounts for which he or she exercises investment responsibility, or may decide that certain of the funds and/or accounts should take differing positions with respect to a particular security. In these cases, the portfolio manager may place separate transactions for one or more funds or accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other funds and/or accounts.

Selection of Broker/Dealers. In addition to executing trades, some broker/dealers provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934 (the “1934 Act”), which may result in the payment of higher brokerage fees than might have otherwise been available. These services may be more beneficial to certain funds or accounts than to others. For this reason, ClearBridge has formed a brokerage committee that reviews, among other things, the allocation of brokerage to broker/dealers, best execution and soft dollar usage.

Variation in Compensation. A conflict of interest may arise where the financial or other benefits available to the portfolio manager differ among the funds and/or accounts that he or she manages. If the structure of the manager’s management fee (and the percentage paid to ClearBridge) differs among funds and/or accounts (such as where certain funds or accounts pay higher management fees or performance-based management fees), the portfolio manager might be motivated to help certain funds and/or accounts over others. The portfolio manager might be motivated to favor funds and/or accounts in which he or she has an interest or in which the manager and/or its affiliates have interests. Similarly, the desire to maintain assets under management or to enhance the portfolio manager’s performance record or to derive other rewards, financial or otherwise, could influence the portfolio manager in affording preferential treatment to those funds and/or accounts that could most significantly benefit the portfolio manager.

Eaton Vance

It is possible that conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments on the one hand and the investments of other accounts for which the portfolio manager is responsible for on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the fund and other accounts he advises. In addition, due to differences in the investment strategies or restrictions between the fund and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the fund. In some cases, another account managed by a portfolio manager may compensate the investment adviser based on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio managers will endeavor to exercise their discretion in a manner that they believe is equitable to all interested persons. Eaton Vance has adopted several policies and procedures designed to address these potential conflicts including a code of ethics and policies which govern Eaton Vance’s trading practices, including among other things the aggregation and allocation of trades among clients, brokerage allocation, cross trades and best execution.

Invesco

Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one fund or other account. More specifically, portfolio managers who manage multiple funds and/or other accounts may be presented with one or more of the following potential conflicts:

· The management of multiple funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each fund and/or other account. Invesco seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the Fund.

· If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one fund or other account, a fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale

orders across all eligible funds and other accounts. To deal with these situations, Invesco and the Invesco Funds have adopted procedures for allocating portfolio transactions across multiple accounts.

· Invesco determines which broker to use to execute each order for securities transactions for the Fund, consistent with its duty to seek best execution of the transaction. However, for certain other accounts (such as mutual funds for which Invesco or an affiliate acts as sub-adviser, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), Invesco may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, trades for a fund in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of the fund or other account(s) involved.

· Finally, the appearance of a conflict of interest may arise where Invesco has an incentive, such as a performance-based management fee, which relates to the management of one Fund or account but not all Fund’s and accounts for which a portfolio manager has day-to-day management responsibilities.

Invesco has adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

Ivy

Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one fund or account, such as the following:

· The management of multiple funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each fund and/or other account. Ivy seeks to manage such competing interests for the time and attention of portfolio managers by having a portfolio manager focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the funds.

· The portfolio manager might execute transactions for another fund or account that may adversely impact the value of securities held by the Fund. Securities selected for funds or accounts other than the Fund might outperform the securities selected for the Fund. Ivy seeks to manage this potential conflict by requiring all portfolio transactions to be allocated pursuant to Ivy’s Allocation Procedures.

Ivy and the Funds have adopted certain compliance procedures, including the Code of Ethics, which are designed to address certain types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

Conflicts of Interest Between IVY and the Trust:

Ivy will use the following three-step process to address conflicts of interest: (1) Ivy will attempt to identify any potential conflicts of interest; (2) Ivy will then determine if the conflict as identified is material; and (3) Ivy will follow established procedures, as described generally below, to ensure that its proxy voting decisions are based on the best interests of the Funds and are not the product of a material conflict.

(1) Identifying Conflicts of Interest: Ivy will evaluate the nature of its relationships to assess which, if any, might place its interests, as well as those of its affiliates, in conflict with those of the Fund’s shareholders on a proxy voting matter. Ivy will review any potential conflicts that involve the following three general categories to determine if there is a conflict and if so, if the conflict is material:

· Business Relationships — Ivy will review any situation for a material conflict where Ivy provides investment advisory services for a company or an employee group, manages pension assets, administers employee benefit plans, leases office space from a company, or provides brokerage, underwriting, insurance, banking or consulting services to a company or if it is determined that Ivy (or an affiliate) otherwise has a similar significant relationship with a third party such that the third party might have an incentive to encourage Ivy to vote in favor of management.

· Personal Relationships — Ivy will review any situation where it (or an affiliate) has a personal relationship with other proponents of proxy proposals, participants in proxy contests, corporate directors, or candidates for directorships to determine if a material conflict exists.

· Familial Relationships — Ivy will review any situation where it (or an affiliate) has a known familial relationship relating to a company (for example, a spouse or other relative who serves as a director of a public company or is employed by the company) to determine if a material conflict exists.

Ivy will designate an individual or committee to review and identify proxies for potential conflicts of interest on an ongoing basis.

(2) “Material Conflicts”: Ivy will review each relationship identified as having a potential conflict based on the individual facts and circumstances. For purposes of this review, Ivy will attempt to detect those relationships deemed material based on the reasonable likelihood that they would be viewed as important by the average shareholder.

(3) Procedures to Address Material Conflicts: Ivy will use the following techniques to vote proxies that have been determined to present a “Material Conflict.”

· Use a Proxy Voting Service for Specific Proposals — As a primary means of voting material conflicts, Ivy will vote in accordance with the recommendation of an independent proxy voting service (Institutional Shareholder Services (“ISS”) or another independent third party if a recommendation from ISS is unavailable).

· Client directed — If the Material Conflict arises from Ivy’s management of a third party account and the client provides voting instructions on a particular vote, Ivy will vote according to the directions provided by the client.

· Use a Predetermined Voting Policy — If no directives are provided by either ISS or the client, Ivy may vote material conflicts pursuant to the pre-determined Proxy Voting Policies, established herein, should such subject matter fall sufficiently within the identified subject matter. If the issue involves a material conflict and Ivy chooses to use a predetermined voting policy, Ivy will not be permitted to vary from the established voting policies established herein.

· Seek Board Guidance — If the Material Conflict does not fall within one of the situations referenced above, Ivy may seek guidance from the Board on matters involving a conflict. Under this method, Ivy will disclose the nature of the conflict to the Board and obtain the Board’s consent or direction to vote the proxies. Ivy may use the Board guidance to vote proxies for its non-mutual fund clients.

JPMorgan

The potential for conflicts of interest exists when portfolio managers manage other accounts with similar investment objectives and strategies as the Fund (“Similar Accounts”). Potential conflicts may include, for example, conflicts between investment strategies and conflicts in the allocation of investment opportunities. Responsibility for managing JPMorgan’s and its affiliates’ clients’ portfolios is organized according to investment strategies within asset classes. Generally, client portfolios with similar strategies are managed by portfolio managers in the same portfolio management group using the same objectives, approach and philosophy. Underlying sectors or strategy allocations within a larger portfolio are likewise managed by portfolio managers who use the same approach and philosophy as similarly managed portfolios. Therefore, portfolio holdings, relative position sizes and industry and sector exposures tend to be similar across similar portfolios and strategies, which minimizes the potential for conflicts of interest.

JPMorgan and/or its affiliates (“JPMorgan Chase”) perform investment services, including rendering investment advice, to varied clients. JPMorgan, JPMorgan Chase and its or their directors, officers, agents, and/or employees may render similar or differing investment advisory services to clients and may give advice or exercise investment responsibility and take such other action with respect to any of its other clients that differs from the advice given or the timing or nature of action taken with respect to another client or group of clients. It is JPMorgan’s policy, to the extent practicable, to allocate, within its reasonable discretion, investment opportunities among clients over a period of time on a fair and equitable basis. One or more of JPMorgan’s other client accounts may at any time hold, acquire, increase, decrease, dispose, or otherwise deal with positions in investments in which another client account may have an interest from time-to-time.

JPMorgan, JPMorgan Chase, and any of its or their directors, partners, officers, agents or employees, may also buy, sell, or trade securities for their own accounts or the proprietary accounts of JPMorgan and/or JPMorgan Chase. JPMorgan and/or JPMorgan Chase, within their discretion, may make different investment decisions and other actions with respect to their own proprietary accounts than those made for client accounts, including the timing or nature of such investment decisions or actions. Further, JPMorgan is not required to purchase or sell for any client account securities that it, JPMorgan Chase, and any of its or their employees, principals, or agents may purchase or sell for their own accounts or the proprietary accounts of JPMorgan, or JPMorgan Chase or its clients.

JPMorgan and/or its affiliates may receive more compensation with respect to certain Similar Accounts than that received with respect to the Fund or may receive compensation based in part on the performance of certain Similar Accounts. This may create a potential conflict of interest for JPMorgan and its affiliates or the portfolio managers by providing an incentive to favor these Similar Accounts when, for example, placing securities transactions. In addition, JPMorgan or its affiliates could be viewed as having a conflict of interest to the extent that JPMorgan or an affiliate has a proprietary investment in Similar Accounts, the portfolio managers have personal investments in Similar Accounts or the Similar Accounts are investment options in JPMorgan’s or its affiliates’ employee benefit plans. Potential conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of investment opportunities because of market factors or investment restrictions imposed upon JPMorgan and its affiliates by law, regulation, contract or internal policies. Allocations of aggregated trades, particularly trade orders that were only partially completed due to limited availability and allocation of investment opportunities generally, could raise a potential conflict of interest, as JPMorgan or its affiliates may have an incentive to allocate securities that are expected to increase in value to favored accounts. Initial public offerings, in particular, are frequently of very limited availability. JPMorgan and its affiliates may be

perceived as causing accounts they manage to participate in an offering to increase JPMorgan’s and its affiliates’ overall allocation of securities in that offering. A potential conflict of interest also may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by another account, or when a sale in one account lowers the sale price received in a sale by a second account. If JPMorgan or its affiliates manage accounts that engage in short sales of securities of the type in which the Fund invests, JPMorgan or its affiliates could be seen as harming the performance of the Fund for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall.

As an internal policy matter, JPMorgan or its affiliates may from time to time maintain certain overall investment limitations on the securities positions or positions in other financial instruments JPMorgan or its affiliates will take on behalf of its various clients due to, among other things, liquidity concerns and regulatory restrictions. Such policies may preclude the Fund from purchasing particular securities or financial instruments, even if such securities or financial instruments would otherwise meet the Fund’s objectives.

The goal of JPMorgan and its affiliates is to meet their fiduciary obligation with respect to all clients. JPMorgan and its affiliates have policies and procedures that seek to manage conflicts. JPMorgan and its affiliates monitor a variety of areas, including compliance with fund guidelines, review of allocation decisions and compliance with JPMorgan’s Codes of Ethics and JPMorgan Chase and Co.’s Code of Conduct. With respect to the allocation of investment opportunities, JPMorgan and its affiliates also have certain policies designed to achieve fair and equitable allocation of investment opportunities among its clients over time. For example:

Orders for the same equity security traded through a single trading desk or system are aggregated on a continual basis throughout each trading day consistent with JPMorgan’s and its affiliates’ duty of best execution for their clients. If aggregated trades are fully executed, accounts participating in the trade will be allocated their pro rata share on an average price basis. Partially completed orders generally will be allocated among the participating accounts on a pro-rata average price basis, subject to certain limited exceptions. For example, accounts that would receive a de minimis allocation relative to their size may be excluded from the order. Another exception may occur when thin markets or price volatility require that an aggregated order be completed in multiple executions over several days. If partial completion of the order would result in an uneconomic allocation to an account due to fixed transaction or custody costs, JPMorgan and its affiliates may exclude small orders until 50% of the total order is completed. Then the small orders will be executed. Following this procedure, small orders will lag in the early execution of the order, but will be completed before completion of the total order.

Purchases of money market instruments and fixed income securities cannot always be allocated pro rata across the accounts with the same investment strategy and objective. However, the Adviser and its affiliates attempt to mitigate any potential unfairness by basing non-pro rata allocations traded through a single trading desk or system upon objective predetermined criteria for the selection of investments and a disciplined process for allocating securities with similar duration, credit quality and liquidity in the good faith judgment of the Adviser or its affiliates so that fair and equitable allocation will occur over time.

Lord Abbett

Conflicts of interest may arise in connection with Lord Abbett portfolio managers’ management of the investments of the PF Small-Cap Growth Fund and the investments of the portfolio managers’ other accounts included in the table above. Such conflicts may arise with respect to the allocation of investment opportunities among the Fund and other accounts with similar investment objectives and policies. A portfolio manager potentially could use information concerning the Fund’s transactions to the advantage of other accounts and to the detriment of the Fund. To address these potential conflicts of interest, Lord Abbett has adopted and implemented a number of policies and procedures. Lord Abbett has adopted Policies and Procedures Relating to Soft Dollars, as well as Evaluation of Proprietary Research Policy and Procedures. The objective of these policies and procedures is to ensure the fair and equitable treatment of transactions and allocation of investment opportunities on behalf of all accounts managed by Lord Abbett. In addition, Lord Abbett’s Code of Ethics sets forth general principles for the conduct of employee personal securities transactions in a manner that avoids any actual or potential conflicts of interest with the interests of Lord Abbett’s clients including the Fund. Moreover, Lord Abbett’s Insider Trading and Receipt of Material Non-Public Information Policy and Procedure sets forth procedures for personnel to follow when they have inside information. Lord Abbett is not affiliated with a full service broker-dealer and therefore does not execute any portfolio transactions through such an entity, a structure that could give rise to additional conflicts. Lord Abbett does not conduct any investment bank functions and does not manage any hedge funds. Lord Abbett does not believe that any material conflicts of interest exist in connection with the portfolio managers’ management of the investments of the Fund and the investments of the portfolio managers’ other accounts referenced in the table above.

MCG

MCG acts as investment adviser for a variety of individual accounts, ERISA accounts, mutual funds, other commingled funds insurance company separate accounts, and public employee retirement plans and places orders to trade portfolio securities for each of these accounts. Managing multiple accounts may give rise to potential conflicts of interest including, for example, conflicts among investment strategies and conflicts in the allocation of investment opportunities. MCG has adopted and implemented policies and procedures that are reasonably designed to address the potential conflicts associated with managing accounts for multiple

clients, including the Fund, and are designed to ensure that all clients are treated fairly and equitably. MCG also has adopted and implemented policies and procedures that are reasonably designed to prevent conflicts of interests or the appearance of such conflicts when portfolio managers or other personnel own or engage in transactions involving certain commingled funds managed by MCG.

MFS

MFS seeks to identify potential conflicts of interest resulting from a portfolio manager’s management of the PF Growth Fund and the PF International Large-Cap Fund and other accounts and has adopted policies and procedures designed to address such potential conflicts.

The management of multiple portfolios and accounts (including proprietary accounts) gives rise to conflicts of interest if the portfolios and accounts have different objectives and strategies, benchmarks, time horizons and fees as a portfolio manager must allocate his or her time and investment ideas across multiple portfolios and accounts. In certain instances there are securities which are suitable for the Fund’s portfolio as well as for accounts of MFS or its subsidiaries with similar investment objectives. MFS’s trade allocation policies may give rise to conflicts of interest if the Fund’s orders do not get fully executed or are delayed in getting executed due to being aggregated with those of other accounts of MFS or its subsidiaries. A portfolio manager may execute transactions for another fund or account that may adversely affect the value of the Fund’s investments. Investments selected for funds or accounts other than the Fund may outperform investments selected for the Fund.

When two or more clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed by MFS to be fair and equitable to each. Allocations may be based on many factors and may not always be pro rata based on assets managed. The allocation methodology could have a detrimental effect on the price or volume of the security as far as the Fund is concerned.

MFS and/or a portfolio manager may have a financial incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor accounts other than the Fund, for instance, those that pay a higher advisory fee and/or have a performance adjustment and/or include an investment by the portfolio manager.

MSIM

Because the portfolio managers may manage assets for other investment companies, pooled investment vehicles, and/or other accounts (including institutional clients, pension plans and certain high net worth individuals), there may be an incentive to favor one client over another resulting in conflicts of interest. For instance, MSIM may receive fees from certain accounts that are higher than the fee it receives from the Fund, or it may receive a performance-based fee on certain accounts. In those instances, the portfolio managers may have an incentive to favor the higher and/or performance-based fee accounts over the Fund. In addition, a conflict of interest could exist to the extent MSIM has proprietary investments in certain accounts, where portfolio managers have personal investments in certain accounts or when certain accounts are investment options in MSIM’s employee benefits and/or deferred compensation plans. The portfolio manager may have an incentive to favor these accounts over others. If MSIM manages accounts that engage in short sales of securities of the type in which the Fund invests, MSIM could be seen as harming the performance of the Fund for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall. MSIM has adopted trade allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest.

Oppenheimer

As indicated previously in the “Other Accounts Managed” sub-section, a portfolio manager may also manage other funds and accounts. At different times, a portfolio manager may manage other funds or accounts with investment objectives and strategies similar to, or different from, those of the Fund. At times, those responsibilities could potentially conflict with the interests of the Fund. That may occur whether the investment objectives and strategies of the other funds and accounts are the same as, or different from, the Fund’s investment objectives and strategies. For example, a portfolio manager may need to allocate investment opportunities between the Fund and another fund or account having similar objectives or strategies, or may need to execute transactions for another fund or account that could have a negative impact on the value of securities held by the Fund. Not all funds and accounts advised by Oppenheimer have the same management fee. If the management fee structure of another fund or account is more advantageous to Oppenheimer than the fee structure of the Fund, Oppenheimer could have an incentive to favor the other fund or account. However, Oppenheimer’s compliance procedures and Code of Ethics recognize Oppenheimer’s obligation to treat all of its clients, including the Fund, fairly and equitably, and are designed to preclude a portfolio manager from favoring one client over another. It is possible, of course, that those compliance procedures and the Code of Ethics may not always be adequate to do so.

PIMCO

From time to time, potential and actual conflicts of interest may arise between a portfolio manager’s management of the investments of a Fund, on the one hand, and the management of other accounts, on the other. Potential and actual conflicts of interest may also arise as a result of PIMCO’s other business activities and PIMCO’s possession of material non-public information about an

issuer. Other accounts managed by a portfolio manager might have similar investment objectives or strategies as the Funds, track the same index a Fund tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Funds. The other accounts might also have different investment objectives or strategies than the Funds.

Because PIMCO is affiliated with Allianz, a large multi-national financial institution, conflicts similar to those described below may occur between the Funds or other accounts managed by PIMCO and PIMCO’s affiliates or accounts managed by those affiliates. Those affiliates (or their clients), which generally operate autonomously from PIMCO, may take actions that are adverse to the Funds or other accounts managed by PIMCO. In many cases, PIMCO will not be in a position to mitigate those actions or address those conflicts, which could adversely affect the performance of the Funds or other accounts managed by PIMCO.

Knowledge and Timing of Fund Trades. A potential conflict of interest may arise as a result of the portfolio manager’s day-to-day management of a Fund. Because of their positions with the Funds, the portfolio managers know the size, timing and possible market impact of a Fund’s trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of a Fund.

Investment Opportunities. A potential conflict of interest may arise as a result of the portfolio manager’s management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both a Fund and other accounts managed by the portfolio manager, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. In addition, regulatory issues applicable to PIMCO or one or more Funds or other accounts may result in certain Funds not receiving securities that may otherwise be appropriate for them. Similarly, there may be limited opportunity to sell an investment held by a Fund and another account. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.

Under PIMCO’s allocation procedures, investment opportunities are allocated among various investment strategies based on individual account investment guidelines and PIMCO’s investment outlook. PIMCO has also adopted additional procedures to complement the general trade allocation policy that are designed to address potential conflicts of interest due to the side-by-side management of the Funds and certain pooled investment vehicles, including investment opportunity allocation issues.

Conflicts potentially limiting a Fund’s investment opportunities may also arise when the Fund and other PIMCO clients invest in different parts of an issuer’s capital structure, such as when the Fund owns senior debt obligations of an issuer and other clients own junior tranches of the same issuer. In such circumstances, decisions over whether to trigger an event of default, over the terms of any workout, or how to exit an investment may result in conflicts of interest. In order to minimize such conflicts, a portfolio manager may avoid certain investment opportunities that would potentially give rise to conflicts with other PIMCO clients or PIMCO may enact internal procedures designed to minimize such conflicts, which could have the effect of limiting a Fund’s investment opportunities. Additionally, if PIMCO acquires material non-public confidential information in connection with its business activities for other clients, a portfolio manager may be restricted from purchasing securities or selling securities for a Fund. Moreover, a Fund or other account managed by PIMCO may invest in a transaction in which one or more other Funds or accounts managed by PIMCO are expected to participate, or already have made or will seek to make, an investment. Such Funds or accounts may have conflicting interests and objectives in connection with such investments, including, for example and without limitation, with respect to views on the operations or activities of the issuer involved, the targeted returns from the investment, and the timeframe for, and method of, exiting the investment. When making investment decisions where a conflict of interest may arise, PIMCO will endeavor to act in a fair and equitable manner as between a Fund and other clients; however, in certain instances the resolution of the conflict may result in PIMCO acting on behalf of another client in a manner that may not be in the best interest, or may be opposed to the best interest, of a Fund.

Performance Fees. A portfolio manager may advise certain accounts with respect to which the advisory fee is based entirely or partially on performance. Performance fee arrangements may create a conflict of interest for the portfolio manager in that the portfolio manager may have an incentive to allocate the investment opportunities that he or she believes might be the most profitable to such other accounts instead of allocating them to a Fund. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities between the Funds and such other accounts on a fair and equitable basis over time.

QS Investors

QS Investors maintains policies and procedures reasonably designed to detect and minimize potential conflicts of interest inherent in circumstances when a portfolio manager has day-to-day portfolio management responsibilities for multiple portfolios. Nevertheless, no set of policies and procedures can possibly anticipate or relieve all potential conflicts of interest. These conflicts may be real, potential, or perceived; certain of these conflicts are described in detail below.

Allocation of Limited Investment Opportunities. If a portfolio manager identifies a limited investment opportunity (including initial public offerings) that may be suitable for multiple funds and/or accounts, the investment opportunity may be allocated among these several funds or accounts, which may limit a client’s ability to take full advantage of the investment opportunity, due to liquidity constraints or other factors.

QS Investors has adopted trade allocation procedures designed to ensure that allocations of limited investment opportunities are conducted in a fair and equitable manner between client accounts. Nevertheless, investment opportunities may be allocated

differently among client accounts due to the particular characteristics of an account, such as the size of the account, cash position, investment guidelines and restrictions or its sector/country/region exposure or other risk controls, or market restrictions.

Similar Investment Strategies. QS Investors and its portfolio management team may manage multiple portfolios with similar investment strategies. Investment decisions for each portfolio are generally made based on each portfolio’s investment objectives and guidelines, cash availability, and current holdings. Purchases or sales of securities for the portfolios may be appropriate for other portfolios with like objectives and may be bought or sold in different amounts and at different times in multiple portfolios. In these cases, transactions are allocated to portfolios in a manner believed to be fair and equitable across client account portfolios by QS Investors’ methodology. Purchase and sale orders for a portfolio may be combined with those of other portfolios in the interest of achieving the most favorable net results for all clients.

Different Investment Strategies. QS Investors may manage long-short strategies alongside long only strategies. As such, the potential exists for short sales of securities in certain portfolios while the same security is held long in one or more other portfolios. In an attempt to mitigate the inherent risks of simultaneous management of long-short and long-only strategies, QS Investors has established and implemented procedures to promote fair and equitable treatment of all portfolios. The procedures include monitoring and surveillance, supervisory reviews, and compliance oversight of short sale activity.

Differences in Financial Incentives. A conflict of interest may arise where the financial or other benefits available to a portfolio manager or an investment adviser differ among the funds and/or accounts under management. For example, when the structure of an investment adviser’s management fee differs among the funds and/or accounts under its management (such as where certain funds or accounts pay higher management fees or performance-based management fees), a portfolio manager might be motivated to favor certain funds and/or accounts over others. Performance based fees could also create an incentive for an investment adviser to make investments that are riskier or more speculative. In addition, a portfolio manager might be motivated to favor funds and/or accounts in which he or she or the investment adviser and/or its affiliates have a financial interest. Similarly, the desire to maintain or raise assets under management or to enhance the portfolio manager’s performance record in a particular investment strategy or to derive other rewards, financial or otherwise, could influence a portfolio manager to lend preferential treatment to those funds and/or accounts that could most significantly benefit the portfolio manager. To manage conflicts that may arise from management of portfolios with performance-based fees, performance in portfolios with like strategies is regularly reviewed by management.

Personal Holdings and Transactions. Investment professionals employed by QS Investors may manage personal accounts in which they have a fiduciary interest with holdings similar to those of client accounts. QS Investors also allows its employees to trade in securities that it recommends to advisory clients. QS Investors employees may buy, hold or sell securities at or about the same time that QS Investors purchasing, holding or selling the same or similar securities for client account portfolios and the actions taken by such individuals on a personal basis may differ from, or be inconsistent with, the nature and timing of advice or actions taken by QS Investors for its client accounts. QS Investors and its employees may also invest in mutual funds and other pooled investment vehicles that are managed by QS Investors. This may result in a potential conflict of interest since QS Investors’ employees have knowledge of such funds’ investment holdings, which is non-public information. QS Investors has implemented a Code of Ethics, which is designed to address and mitigate the possibility that these professionals could place their own interests ahead of those of clients. The Code of Ethics addresses this potential conflict of interest by imposing pre-clearance and reporting requirements, blackout periods, supervisory oversight, and other measures designed to reduce conflict.

Rothschild

Investment teams and individual portfolio managers may manage multiple accounts, including separate accounts, commingled funds, Undertakings for the Collective Investments of Transferable Securities (“UCITs”) and wrap accounts, using the same or a similar investment strategy (i.e., side-by-side management). The simultaneous management of these different investment products could create certain conflicts of interest as the fees for the management of certain types of products are higher than others.

The portfolio managers also manage accounts in which Rothschild and/or its personnel have an interest. Rothschild has an affirmative duty to treat all accounts fairly and equitably over time and maintains policies and has implemented policies and procedures designed to comply with that duty.

Although Rothschild manages numerous accounts with similar or identical investment objectives, or may manage accounts with different objectives that trade in the same securities, the investment decisions relating to these accounts, and the performance resulting from such decisions, may differ from account to account. For example, different client guidelines and restrictions may result in different investment decisions between accounts. In addition, the portfolio managers will not necessarily purchase or sell the same securities at the same time or in the same proportionate amounts for all eligible accounts if certain accounts have materially different amounts of investable cash or liquidity needs.

Other factors that may result in different investment decisions include client-directed brokerage arrangements, soft dollar restrictions, and the sponsor-mandated execution of trades through specified broker-dealers in connection with certain wrap programs, all of which limit Rothschild’s brokerage discretion.

Scout

Scout and its affiliates may have proprietary interests in, and may manage or advise with respect to, accounts or funds (including separate accounts and other funds and collective investment vehicles) that have investment objectives similar to those of the Fund and/or that engage in transactions in the same types of securities and instruments as the Fund. Scout has adopted policies and procedures to address the allocation of investment opportunities, the execution of portfolio transactions and other potential conflicts of interest that are designed to ensure that all clients are treated fair and equitably over time. Scout and its affiliates or their clients are or may be actively engaged in transactions in the same securities and instruments in which the Fund invests. Such activities could affect the prices and availability of the securities and instruments in which the Fund invests, which could have an adverse impact on the Fund’s performance. When Scout or an affiliate seeks to purchase or sell the same assets for their managed accounts, including the Fund, the assets actually purchased or sold may be allocated among the accounts on a basis determined in their good faith discretion to be equitable in accordance with Scout’s policies and procedures. In some cases, these transactions may adversely affect the size or price of the assets purchased or sold for the Fund. Further, transactions in investments by one or more other accounts or clients advised by Scout may have the effect of diluting or otherwise disadvantaging the values, prices or investment strategies of the Fund. This may occur when investment decisions regarding the Fund are based on research or other information that is also used to support decisions or advice for other accounts. When Scout or one of its other clients implements a portfolio decision or strategy on behalf of another account ahead of, or contemporaneously with, similar decisions or strategies for the Fund, market impact, liquidity constraints or other factors could result in the Fund receiving less favorable trading results and the costs of implementing such decisions or strategies could be increased or the Fund could otherwise be disadvantaged. Such transactions, particularly in respect of most proprietary accounts or customer accounts, may be executed independently of the Fund’s transactions and thus at prices or rates that may be more or less favorable than those obtained by the Fund. Employees of Scout, including investment personnel, may buy and sell securities for their own personal accounts that are also bought and sold for the Fund. Scout has adopted and enforces a Code of Ethics that requires employees to follow standards of conduct when conducting these personal transactions.

T. Rowe Price

Portfolio managers at T. Rowe Price and its affiliates typically manage multiple accounts. These accounts may include, among others, mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, colleges and universities, foundations), offshore funds and commingled trust accounts. Portfolio managers make investment decisions for each portfolio based on the investment objectives, policies, practices, and other relevant investment considerations that the managers believe are applicable to that portfolio. Consequently, portfolio managers may purchase (or sell) securities for one portfolio and not another portfolio. T. Rowe Price and its affiliates have adopted brokerage and trade allocation policies and procedures which they believe are reasonably designed to address any potential conflicts associated with managing multiple accounts for multiple clients. Also, as disclosed under the “Compensation Structures and Methods — T. Rowe Price” section within this SAI, T. Rowe Price’s portfolio managers’ compensation is determined in the same manner with respect to all portfolios managed by the portfolio manager.

T. Rowe Price Funds may, from time to time, own shares of Morningstar, Inc. Morningstar is a provider of investment research to individual and institutional investors, and publishes ratings on mutual funds, including the T. Rowe Price Funds. T. Rowe Price manages the Morningstar retirement plan and T. Rowe Price and its affiliates pay Morningstar for a variety of products and services. In addition, Morningstar may provide investment consulting and investment management services to clients of T. Rowe Price or its affiliates.

UBS AM

The portfolio management team’s management of the Fund and other accounts could result in potential conflicts of interest if the Fund and other accounts have different objectives, benchmarks and fees because the portfolio management team must allocate its time and investment expertise across multiple accounts, including the Fund. A portfolio manager and his or her team manage the Fund and other accounts utilizing a model portfolio approach that groups similar accounts within a model portfolio. UBS AM manages accounts according to the appropriate model portfolio, including where possible, those accounts that have specific investment restrictions. Accordingly, portfolio holdings, position sizes and industry and sector exposures tend to be similar across accounts, which may minimize the potential for conflicts of interest.

If a portfolio manager identifies a limited investment opportunity that may be suitable for more than one account or model portfolio, the Fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible model portfolios and accounts. To deal with these situations, UBS AM has adopted procedures for allocating portfolio trades across multiple accounts to provide fair treatment to all accounts.

The management of personal accounts by a portfolio manager may also give rise to potential conflicts of interest. UBS AM has adopted a Code of Ethics that governs such personal trading but there is no assurance that the Code will adequately address all such conflicts.

UBS Group AG (“UBS”) is a worldwide full-service investment banking, broker-dealer, asset management and financial services organization. As a result, UBS AM and UBS (including, for these purposes, their directors, partners, officers and

100

employees) worldwide, including the entities and personnel who may be involved in the investment activities and business operations of the Fund are engaged in businesses and have interests other than that of managing the Fund. These activities and interests include potential multiple advisory, transactional, financial, consultative, and other interests in transactions, companies, securities and other instruments that may be engaged in, purchased or sold by the Fund.

UBS AM may purchase or sell, or recommend for purchase or sale, for the Fund or its other accounts securities of companies: (i) with respect to which its affiliates act as an investment banker or financial adviser; (ii) with which its affiliates have other confidential relationships; (iii) in which its affiliates maintain a position or (iv) for which its affiliates make a market; or in which it or its officers, directors or employees or those of its affiliates own securities or otherwise have an interest. Except to the extent prohibited by law or regulation or by client instruction, UBS AM may recommend to the Fund or its other clients, or purchase for the Fund or its other clients, securities of issuers in which UBS has an interest as described in this paragraph.

From time to time and subject to client approval, UBS AM may rely on certain affiliates to execute trades for the Fund or its other accounts. For each security transaction effected by UBS, UBS AM may compensate and UBS may retain such compensation for effecting the transaction, and UBS AM may receive affiliated group credit for generating such business.

Transactions undertaken by UBS or client accounts managed by UBS (“Client Accounts”) may adversely impact the Fund. UBS and one or more Client Accounts may buy or sell positions while the Fund is undertaking the same or a differing, including potentially opposite, strategy, which could disadvantage the Fund.

UBS AM and its advisory affiliates utilize a common portfolio and trading platform for its clients. Certain investment professionals and other employees of UBS AM are officers of advisory affiliates and related persons and may provide investment advisory services to clients of such affiliated entities. UBS AM’s personnel also provide research and trading support to personnel of certain advisory affiliates. Research-related costs may be shared by advisory affiliates and related persons and may benefit the clients of such advisory affiliates. Since research services are shared between UBS AM and its advisory affiliates, UBS AM and its advisory affiliates maintain an aggregated soft dollar budget. Therefore, research services that benefit UBS AM’s clients may be paid for with commissions generated by clients of its advisory affiliates. Similarly, research services paid for by commissions generated by UBS AM’s clients may benefit advisory affiliates and their clients. UBS AM does not allocate the relative costs or benefits of research received from brokers or dealers among its clients because UBS AM believes that the research received is, in the aggregate, of assistance in fulfilling UBS AM’s overall responsibilities to its clients. The research may be used in connection with the management of accounts other than those for which trades are executed by the brokers or dealers providing the research. For example, equity research may be used for fixed income funds and accounts.

While we select brokers primarily on the basis of the execution capabilities, UBS AM, in its discretion, may cause a client to pay a commission to brokers or dealers for effecting a transaction for that client in excess of the amount another broker or dealer would have charged for effecting that transaction. This may be done when we have determined in good faith that the commission is reasonable in relation to the value of the execution, brokerage and/or research services provided by the broker. Our arrangements for the receipt of research services from brokers may create conflicts of interest, in that we have an incentive to choose a broker or dealer that provides research services, instead of one that charges a lower commission rate but does not provide any research.

Western Asset

Western Asset has adopted compliance policies and procedures to address a wide range of potential conflicts of interest that could directly impact client portfolios. For example, potential conflicts of interest may arise in connection with the management of multiple portfolios (including portfolios managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of a portfolio’s trades, investment opportunities and broker selection. Portfolio managers are privy to the size, timing, and possible market impact of a portfolio’s trades.

It is possible that an investment opportunity may be suitable for both a portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a portfolio and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to a portfolio because the account pays a performance-based fee or the portfolio manager, the Advisers or an affiliate has an interest in the account. The Firm has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. All eligible accounts that can participate in a trade share the same price on a pro-rata allocation basis to ensure that no conflict of interest occurs. Trades are allocated among similarly managed accounts to maintain consistency of portfolio strategy, taking into account cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.

With respect to securities transactions, the Adviser determines which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the Firm may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a portfolio in a particular security may be placed separately from, rather than aggregated

101

with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a portfolio or the other account(s) involved. Additionally, the management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account. Western Asset’s team approach to portfolio management and block trading approach works to limit this potential risk.

The Firm also maintains a gift and entertainment policy to address the potential for a business contact to give gifts or host entertainment events that may influence the business judgment of an employee. Employees are permitted to retain gifts of only a nominal value and are required to make reimbursement for entertainment events above a certain value. All gifts (except those of a de minimus value) and entertainment events that are given or sponsored by a business contact are required to be reported in a gift and entertainment log which is reviewed on a regular basis for possible issues.

Employees of the Firm have access to transactions and holdings information regarding client accounts and the Firm’s overall trading activities. This information represents a potential conflict of interest because employees may take advantage of this information as they trade in their personal accounts. Accordingly, the Firm maintains a Code of Ethics that is compliant with Rule 17j-1 and Rule 204A-1 to address personal trading. In addition, the Code of Ethics seeks to establish broader principles of good conduct and fiduciary responsibility in all aspects of the Firm’s business. The Code of Ethics is administered by the Legal and Compliance Department and monitored through the Firm’s compliance monitoring program.

Western Asset may also face other potential conflicts of interest with respect to managing client assets, and the description above is not a complete description of every conflict of interest that could be deemed to exist. The Firm also maintains a compliance monitoring program and engages independent auditors to conduct a SOC1/ISAE 3402 audit on an annual basis. These steps help to ensure that potential conflicts of interest have been addressed.

Beneficial Interest of Portfolio Managers

Portfolio managers are not required to own shares of the Fund(s) that they manage on behalf of the Trust. In addition, although the level of a portfolio manager’s securities ownership may be an indicator of his or her confidence in a Fund’s investment strategy, it does not necessarily follow that a portfolio manager who owns few or no securities has any less confidence or is any less concerned about the applicable Fund’s performance. As of the Trust’s fiscal year ended March 31, 2016, none of the portfolio managers beneficially owned shares in the Funds that they manage except as disclosed in the table below.


Portfolio Manager	Fund Managed	Dollar Range of Equity Securities Beneficially Owned
J.P. Leasure	Pacific Funds Floating Rate Income		$10,001 - $50,000
Michael Marzouk	Pacific Funds Short Duration Income		$1 - $10,000
	Pacific Funds Core Income		$1 - $10,000
	Pacific Funds Strategic Income		$1 - $10,000
	Pacific Funds Floating Rate Income		$10,001 - $50,000
	Pacific Funds Limited Duration High Income		$1 - $10,000
R. Daniel Oshinskie	Pacific Funds Small/Mid-Cap		$10,001 - $50,000
Brian M. Robertson	Pacific Funds Core Income		$1 - $10,000
	Pacific Funds Strategic Income		$1 - $10,000
	Pacific Funds High Income Fund		$1 - $10,000
Mark K. Tavel	Pacific Funds Large-Cap		$100,001 - $500,000
David Weismiller	Pacific Funds Short Duration Income		$10,001 - $50,000
	Pacific Funds Core Income		$10,001 - $50,000

FUND TRANSACTIONS AND BROKERAGE

Investment Decisions

Investment decisions for the Fund and for the other investment advisory clients of the Adviser, or applicable Manager, are made with a view to achieving their respective investment goals. Investment decisions are the product of many factors in addition to basic suitability for the particular client involved (including the Fund). Thus, a particular security may be bought or sold for certain clients even though it could have been bought or sold for other clients at the same time. There may be circumstances when purchases or sales of securities for one or more clients will have an adverse effect on other clients, including a Fund.

It also sometimes happens that the Adviser or Manager may simultaneously purchase or sell the same security for two or more clients. In such instances, transactions in securities will be allocated between the Fund and the Adviser’s or Manager’s other clients

102

in a manner deemed fair and reasonable by the Adviser or Manager. To the extent any Fund seeks to acquire the same security at the same time as another Adviser or Manager client, such Fund may not be able to acquire as large a portion of such security as it desires, or it may have to pay a higher price for such security. It is recognized that in some cases this could have a detrimental effect on the price or value of the security insofar as a specific Fund is concerned. The Adviser or Manager may, at its discretion, aggregate orders for the same security for two or more clients, and then allocate purchases or sales in an equitable manner, providing average prices to all such clients.

Brokerage and Research Services

The Portfolio Optimization Funds and Pacific Funds Diversified Alternatives invest primarily in their respective Underlying Funds and do not incur commissions or sales charges in connection with investments in the Underlying Funds, but they may incur such costs if they invest directly in other types of securities, and they bear such costs indirectly through their investment in the Underlying Funds. Accordingly the following description is relevant for all Funds.

The Adviser or Manager for a Fund places all orders for the purchase and sale of securities, options, and futures contracts and other investments for a Fund through a substantial number of brokers and dealers or futures commission merchants selected at its discretion. In executing transactions, the Adviser or Manager will attempt to obtain the best net results for a Fund taking into account such factors as price (including the applicable brokerage commission or dollar spread), size of order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution and operational facilities of the firms involved, and the firm’s risk in positioning a block of securities. In transactions on stock exchanges in the U.S., payments of brokerage commissions are negotiated. In effecting purchases and sales of securities in transactions on U.S. stock exchanges for a Fund, the Adviser or Manager may pay higher commission rates than the lowest available when the Adviser or Manager believes it is reasonable to do so in light of the value of the brokerage and research services provided by the broker effecting the transaction. In the case of securities traded on some foreign stock exchanges, brokerage commissions may be fixed and the Adviser or Manager may be unable to negotiate commission rates for these transactions. In the case of securities traded on the OTC markets, there is generally no stated commission, but the price includes an undisclosed commission or markup. Consistent with the policy of obtaining the best net results, a portion of a Fund’s brokerage and futures transactions, including transactions on a national securities exchange, may be conducted through an affiliated broker, subject to compliance with the Trust’s policies, applicable law, and approval by the Board.

There is generally no stated commission in the case of debt securities, which are traded in the OTC markets, but the price paid by a Fund usually includes an undisclosed dealer commission or mark-up. In underwritten offerings, the price paid by a Fund includes a disclosed, fixed commission or discount retained by the underwriter or dealer. Transactions on U.S. stock exchanges and other agency transactions involve the payment by a Fund of negotiated brokerage commissions. Such commissions vary among different brokers. Also, a particular broker may charge different commissions according to such factors as the difficulty and size of the transaction. In the case of securities traded on some foreign stock exchanges, brokerage commissions may be fixed and the Adviser or Manager may be unable to negotiate commission rates for these transactions.

As permitted by Section 28(e) of the 1934 Act, the Adviser or Manager may cause a Fund to pay a broker-dealer, which provides “brokerage and research services” (as defined in the 1934 Act) to the Adviser or Manager, a commission amount which includes payment for both brokerage and research. For many years, it has been a common practice in the investment advisory business for advisers of investment companies and other institutional investors to receive research services from broker-dealers which execute transactions for the clients of such advisers. Consistent with this practice, the Adviser or Manager for a Fund may receive research services from many broker-dealers with which the Adviser or Manager places the Fund’s transactions. The Adviser or Manager for a Fund may also receive research or research credits from brokers which are generated from underwriting commissions when purchasing new issues of debt securities or other assets for a Fund. These services, which in some cases may also be purchased for cash, include such matters as general economic and security market reviews, industry and company reviews, evaluations of securities and recommendations as to the purchase and sale of securities. Some of these services may be of value to the Adviser or Manager in advising its various clients (including the Trust), although not all of these services are necessarily useful and of value in managing a Fund within the Trust. The advisory fee paid by a Fund is not reduced because the Adviser or Manager and its affiliates receive such services.

As noted above, the Adviser or Manager may purchase new issues of securities for a Fund in underwritten fixed price offerings. In those situations, the underwriter or selling group member may provide the Adviser or Manager with research in addition to selling the securities (at the fixed public offering price) to the Fund or other advisory clients. Because the offerings are conducted at a fixed price, the ability to obtain research from a broker-dealer in this situation provides knowledge that may benefit the Fund, or other advisory clients, and the Adviser without incurring additional costs. These arrangements may not fall within the safe harbor of Section 28(e) because the broker-dealer is considered to be acting in a principal capacity in underwritten transactions. However, FINRA has adopted rules expressly permitting broker-dealers to provide bona fide research to advisers in connection with fixed price offerings under certain circumstances, although compliance with these rules does not necessarily ensure compliance with all federal securities laws. As a general matter in these situations, the underwriter or selling group member will provide research credits at a rate that is higher than that which is available for secondary market transactions.

103

The following table lists Funds that incurred brokerage commissions during the fiscal years ended:


Fund	3/31/16*				3/31/15*		3/31/14*
Pacific Funds Strategic Income	$	2,559		$	7,739		$	1,289
Pacific Funds Floating Rate Income		N/A		$	6,361		$	9,980
Pacific Funds High Income	$	2,638		$	2,913		$	356
Pacific Funds Large-Cap¹	$	778			N/A			N/A
Pacific Funds Large-Cap Value¹	$	665			N/A			N/A
Pacific Funds Small/Mid-Cap¹	$	1,817			N/A			N/A
Pacific Funds Small-Cap¹	$	287			N/A			N/A
Pacific Funds Small-Cap Value¹	$	454			N/A			N/A
Pacific Funds Small-Cap Growth¹	$	299			N/A			N/A
PF Small-Cap Value Fund²	$	316,392		$	253,059		$	92,657
PF Equity Long/Short Fund³	$	24,612			N/A			N/A
PF Large-Cap Growth Fund	$	71,606		$	134,389		$	206,962
PF Absolute Return Fund³	$	4,813			N/A			N/A
PF Mid-Cap Value Fund⁴	$	126,300			N/A			N/A
PF Large-Cap Value Fund	$	27,720		$	83,172		$	43,894
PF Global Absolute Return Fund	$	22,885		$	56,624		$	12,689
PF Comstock Fund⁵	$	75,021	⁵	$	119,819		$	78,063
PF Mid-Cap Growth Fund⁶	$	42,759		$	68,219		$	82,815	⁶
PF International Value Fund	$	134,102		$	177,036		$	131,284
PF Small-Cap Growth Fund⁷	$	115,991		$	158,590	⁷	$	109,281	⁷
PF Growth Fund⁸	$	30,282		$	32,735		$	38,286
PF International Large-Cap Fund	$	173,042		$	172,992		$	76,449
PF Real Estate Fund	$	38,446		$	42,466		$	29,988
PF Main Street Core Fund	$	107,268		$	110,883		$	148,381
PF Emerging Markets Fund	$	175,936		$	175,196		$	158,923
PF Inflation Managed Fund⁹	$	65,081		$	20,705		$	1,360
PF Managed Bond Fund¹⁰	$	168,931		$	107,258		$	12,631
PF International Small-Cap Fund¹¹	$	67,721		$	201,775			N/A
PF Mid-Cap Equity Fund	$	356,947		$	347,648		$	209,180
PF Short Duration Bond Fund	$	2,270		$	1,548		$	3,194

* Increases/decreases in brokerage commissions from one year to the next are generally due to increased/decreased trading activity and/or an increase or decrease in fund assets, unless otherwise noted (e.g., change in sub-adviser).

¹The completion of the reorganization of the Predecessor Funds with and into Pacific Funds Large-Cap, Pacific Funds Large-Cap Value, Pacific Funds Small/Mid-Cap, Pacific Funds Small-Cap, Pacific Funds Small-Cap Value and Pacific Funds Small-Cap Growth occurred on January 11, 2016.

² Effective May 1, 2014, AB became the sub-adviser of the PF Small-Cap Value Fund. NFJ Investment Group LLC served as the sub-adviser prior to that date.

³The PF Equity Long/Short Fund and PF Absolute Return Fund commenced operations on April 27, 2015.

⁴The PF Mid-Cap Value Fund commenced operations on July 29, 2015.

5 of which $916 was paid to Invesco Capital Markets, Inc., an affiliate of Invesco Advisers, Inc., in fiscal year 2016. For fiscal year 2016, 1.2% of the aggregate brokerage commissions were paid to, and 1.0% of the aggregate dollar amount of transactions involving payment of commissions was effected through, Invesco Capital Markets, Inc for the PF Comstock Fund.

⁶ of which $97 was paid to Morgan Stanley & Co., in fiscal year 2014. Effective November 1, 2013, Ivy became the sub-adviser of the PF Mid-Cap Growth Fund. MSIM served as the sub-adviser prior to that date.

⁷ of which $1,455 and $14,528 was paid to Fred Alger & Company, Incorporated, an affiliate of Fred Alger Management Inc., in fiscal years 2015 and 2014, respectively. Effective May 1, 2014, Lord Abbett became the sub-adviser of the PF Small-Cap Growth Fund. Fred Alger Asset Management, Inc. served as the sub-adviser prior to that date.

⁸ Effective May 1, 2013, MFS became the sub-adviser of the PF Growth Fund. Janus Capital Management LLC served as the sub-adviser prior to that date.

⁹ Effective January 15, 2015, Western Asset became the co-sub-adviser of the PF Inflation Managed Fund. PIMCO served as the sole-sub-adviser prior to that date.

¹⁰ Effective August 1, 2014, Western Asset became the co-sub-adviser of the PF Managed Bond Fund. PIMCO served as the sole-sub-adviser prior to that date.

¹¹ The PF International Small-Cap Fund commenced operations on January 14, 2015.

For the fiscal year ended March 31, 2016, each of the following Funds, through their respective Manager(s), paid the following brokerage commissions to firms that may have provided eligible research and/or brokerage services:


Fund	Soft Dollar Commissions		Trade Amount resulting in those Commissions
Pacific Funds Large-Cap	$	454	$	2,828,799
Pacific Funds Large-Cap Value	$	328	$	757,913
Pacific Funds Small/Mid-Cap	$	373	$	6,897,315
Pacific Funds Small-Cap	$	117	$	849,838
Pacific Funds Small-Cap Value	$	197	$	994,771
Pacific Funds Small-Cap Growth	$	164	$	604,148

104


Fund	Soft Dollar Commissions		Trade Amount resulting in those Commissions
PF Small-Cap Value Fund	$	177,116	$	178,634,164
PF Large-Cap Growth Fund	$	68,401	$	277,355,394
PF Mid-Cap Value Fund	$	19,563	$	106,997,350
PF Large-Cap Value Fund	$	20,299	$	38,839,932
PF Comstock Fund	$	71,977	$	68,787,436
PF Mid-Cap Growth Fund	$	39,442	$	68,265,104
PF Small-Cap Growth Fund	$	36,810	$	277,462,449
PF Growth Fund	$	28,154	$	96,795,576
PF International Large-Cap Fund	$	105,555	$	97,418,425
PF Real Estate Fund	$	19,335	$	51,133,833
PF Main Street Core Fund	$	620,837	$	1,362,476,121
PF Emerging Markets Fund	$	1,893,171	$	1,175,459,537
PF Mid-Cap Equity Fund	$	309,090	$	464,960,808

During the fiscal year ended March 31, 2016, PF Growth, PF Large-Cap Growth, PF Large-Cap Value, PF Comstock, PF International Value, PF International Large-Cap, PF Main Street Core, PF Managed Bond and PF Short Duration Bond Funds as well as Pacific Funds Strategic Income, Pacific Funds Large-Cap, Pacific Funds Large-Cap Value and Pacific Funds Small-Cap Value acquired and sold securities of their Regular Broker-Dealers¹ (as defined in the table below) and/or their Regular Broker-Dealers’ parent company. As of March 31, 2016, the following Funds held securities of their Regular Broker-Dealers and/or their Regular Broker-Dealers’ parent company as listed below:


Fund	Regular Broker-Dealers¹	Value of Securities (in thousands)
Pacific Funds Strategic Income	Bank of America	$	1,748
	Goldman Sachs	$	1,333
	JP Morgan	$	2,155
Pacific Funds Large-Cap	Citigroup Inc.	$	62
	JP Morgan Chase & Co.	$	84
	SunTrust Banks, Inc.	$	38
Pacific Funds Large-Cap Value	JP Morgan Chase & Co.	$	70
	Raymond James Financial, Inc.	$	16
	SunTrust Banks, Inc.	$	23
	Wells Fargo & Company	$	50
Pacific Funds Small-Cap Value	Stifel Financial Corp.	$	8
PF Large-Cap Growth Fund	Morgan Stanley	$	1,831
PF Large-Cap Value Fund	JPMorgan Chase & Co	$	10,700
PF Comstock Fund	Citigroup Inc Com	$	9,284
	Goldman Sachs Group Inc	$	1,908
	JP Morgan Chase & Co	$	7,581
	Bank of America Corp	$	5,768
	Morgan Stanley	$	2,746
	Wells Fargo & Co	$	3,967
PF International Value Fund	Merrill Lynch International London	$	16
	Goldman Sachs International	$	16
	Morgan Stanley & Co. International	$	15
	Citigroup Global Markets Ltd	$	10
	Sanford C Bernstein Ltd London	$	10
	UBS Limited	$	10
	Redburn Partners	$	6
	Daiwa Capital Markets Hong Kong	$	5
	HSBC Bank PLC London	$	4
	Societe Generale London	$	4
PF International Large-Cap Fund	Barclays	$	2,030
	UBS	$	6,092
PF Main Street Core Fund	Citigroup INC	$	4,986

105


Fund	Regular Broker-Dealers¹	Value of Securities (in thousands)
PF Managed Bond Fund	Banc of America Securities LLC	$	7,116
	Bank of America Corp	$	3,871
	Barclays PLC	$	1,117
	BNP Paribas Securities Corp	$	253
	Citigroup Global Markets	$	6,846
	Cooperatieve Rabobank UA	$	1,357
	Credit Agricole	$	437
	Credit Suisse First Boston Inc	$	3,480
	Credit Suisse Group AG	$	1,278
	Goldman Sachs Bank USA Inc	$	2,921
	Goldman Sachs Group Inc	$	1,833
	JP Morgan Chase & Co	$	3,478
	Morgan Stanley	$	816
	Royal Bank of Scotland Group PLC	$	798
	UBS Group AG	$	462
	Wells Fargo & Co	$	6,189
PF Short Duration Bond Fund	Citigroup Global Markets	$	600
	Bank of America Merrill Lynch	$	1,063
	Goldman Sachs & Company	$	641
	Morgan Stanley & Company	$	827
	Barclays Capital	$	371
	JP Morgan Chase HQ	$	419

¹ “Regular Broker-Dealers” means the top ten firms which the Manager uses, as determined and provided by the Manager, to execute transactions for the Fund(s) it manages. For purposes of determining the top ten firms, transactions executed by the Trust’s transitioning agent (in connection with manager transitions, reorganizations, asset allocation rebalancing, etc.) are excluded.

Portfolio Turnover

For reporting purposes, each Fund’s portfolio turnover rate is calculated by dividing the value of the lesser of purchases or sales of portfolio securities for the fiscal year by the monthly average of the value of portfolio securities owned by the Fund during the fiscal year. In determining such portfolio turnover, generally long-term securities are included and the purchase and sale of certain investments such as most derivative instruments, investments made on a shorter-term basis or instruments with a maturity of one year or less at the time of investment are excluded. A 100% portfolio turnover rate would occur, for example, if all of the securities in a Fund (other than short-term securities) were replaced once during the fiscal year. The portfolio turnover rate for each of the Funds will vary from year to year, depending on market conditions and trading opportunities. Such changes do not necessarily reflect a change in long-term trading strategies of the Managers. Any changes in portfolio turnover rates which are less than 100% change from the prior year’s rates are not considered significant. Changes in Managers and investment personnel and reorganizations of Funds may result in the sale of portfolio securities, which may increase trading costs and the portfolio turnover for the affected Funds. Significant changes in turnover rates may occur in certain Funds for reasons other than market conditions and trading opportunities. All Funds may engage in active and frequent trading which could result in higher trading costs and reduce performance. The trading strategies of the PF Managed Bond Fund generally result in very high and fluctuating turnover rates and changes of approximately 200% in the turnover rates for this Fund are generally not considered significant. No other Fund had a significant increase or decrease in its portfolio turnover rate over the two most recent fiscal years.

In addition, many of the Funds are Underlying Funds of the Portfolio Optimization Funds and Pacific Funds Diversified Alternatives of the Trust. As a result, changes to the allocations of the Portfolio Optimization Funds and/or Pacific Funds Diversified Alternatives may result in the transfer of assets from one Underlying Fund of the Trust to another. These changes, as well as changes in Managers and investment personnel and reorganizations of the Underlying Funds, may result in the purchase or sale of portfolio securities, which may increase trading costs and the portfolio turnover for the affected Underlying Funds. Significant changes in turnover rates may occur in certain Underlying Funds for reasons other than market conditions and trading opportunities.

Disclosure of Portfolio Holdings

The Trust may publicly disclose portfolio holdings periodically on the Trust’s website. The website address is www.PacificLife.com/PacificFundsMonthlyHoldings.html Unaudited month-end holdings for each Fund are generally posted approximately three to five business days following month-end. There may be delays in reporting month-end holdings for certain Funds as noted on the website (“lag time”). The Trust reserves the right to post holdings for any Fund more frequently than monthly,

106

but may subsequently resume monthly posting. Holdings information will remain available on the Trust’s website until the next period’s holdings are posted or longer if required by law. Portfolio holdings may also be included in periodic filings with the SEC.

More current, non-public holdings information is available to certain Trust service providers in order for such providers to fulfill their contractual obligations to the Trust. Such service providers, including (but not limited to) the Adviser, each Manager, the Trust’s custodian, auditors, counsel and Independent Trustees’ counsel, may receive or have access to non-public portfolio holdings without any lag time. Each of these service providers has a contractual duty to maintain the confidentiality of such non-public information, as well as not to trade on such information.

It is the policy of the Trust to maintain the confidentiality of non-public portfolio holdings information and not to divulge non-public portfolio holdings information to other parties except for legitimate business purposes and then only in accordance with the Trust’s disclosure of portfolio holdings policy and related procedures (“Disclosure of Portfolio Holdings Policy”). The Disclosure of Portfolio Holdings Policy is meant to protect the interests of the Trust’s shareholders and to address potential conflicts of interest that could arise between the interests of the Trust’s shareholders and those of a Trust service provider, including the Adviser, a Manager, the Distributor or their affiliates.

In addition to the Adviser and each Manager, the following parties have agreements with the Trust or the Adviser pursuant to which they may receive or have access to non-public portfolio holdings information without any lag time on an as-needed basis:


Advent Software Inc.	Ibbotson Associates Inc.
Automated Securities Clearance LLC	Institutional Services Inc. (“ISS”)

Barra, LLC	Interactive Data Pricing and Reference Data LLC (“IDC”)
Bloomberg Finance L.P.	Schiff Hardin LLP
Citigroup Global Markets Inc.	Pershing LLC
BNY Mellon Investment Servicing Trust Company	R. R. Donnelley
BNY Mellon Investment Servicing (US) Inc.	Russell Implementation Services Inc.
Dechert LLP	Securities Class Action Services, LLC
Deloitte & Touche LLP	State Street Bank and Trust Company
Diligent Board Member Services, Inc.	Virtus Partners, LLC
Ernst & Young LLP	Zeno Consulting Group
FactSet Research Systems Inc.

The release of portfolio holdings information to a party, including the parties listed above, in advance of its release to all shareholders or the general public is permitted by the Disclosure of Portfolio Holdings Policy only when (i) the Trust, the Adviser, or the Manager or other Trust service provider releasing the information has a legitimate business purpose for releasing the information to the recipient, (ii) the release of information is believed not to violate the antifraud provisions of the federal securities laws or the Adviser’s or applicable Manager’s fiduciary duties, and (iii) the recipient is subject to a contractual duty of confidentiality with substantially the same terms and conditions as that of a Trust service provider, including a duty not to trade on the information (which duty may be encompassed by broader language, such as a duty to comply with anti-fraud provisions of, or applicable provisions of, federal securities laws), provided, however that the Adviser or Manager may not trade on such information in a manner inconsistent with applicable law or inconsistent with any internal policy adopted by the firm to govern trading by its employees.

In addition, when the Trust, the Adviser or Managers purchase and sell securities through broker-dealers, request bids on securities, or obtain price quotations on securities, the Trust may disclose one or more of its holdings. Companies which clear and settle trades may also have access to portfolio holdings information. The Trust has not entered into formal confidentiality agreements in connection with such situations; however, the Trust would not continue to conduct business with an entity believed to be misusing the disclosed information.

The Trust, or its duly authorized service providers, may disclose portfolio holdings to analysts, rating agencies, or other parties, the day after it has been posted to the Trust’s website or immediately after it has been filed with the SEC in a filing requiring the portfolio holdings to be included. There are no specific individuals or categories of individuals who authorize the release of portfolio holdings.

If the Trust or one of its duly authorized service providers seeks to disclose portfolio holdings to analysts, rating agencies, pricing services, trade and settlement or administrative services companies or any other parties prior to the time such information is made public, such disclosure would be conditioned on the recipient (e.g., a service provider to a Trust service provider) agreeing in writing to treat such portfolio holdings as confidential under substantially the same terms and conditions as that of the Trust’s service providers.

The Trust relies on the contractual obligations of the Trust’s service providers to maintain confidentiality of portfolio holdings information, and currently does not independently monitor the use of such information by service providers. The Trust has an established process whereby Managers are asked to provide written confirmation as to their compliance with the Disclosure of Portfolio Holdings Policy.

107

No compensation is received by the Trust or the Adviser in connection with the disclosure of portfolio holdings information.

Notwithstanding anything in this section or the Disclosure of Portfolio Holdings Policy to the contrary, the Trust’s Board of Trustees, its General Counsel or its Chief Compliance Officer (“CCO”) may, on a case-by-case basis, authorize disclosure of the Trust’s portfolio securities, provided that, in their judgment, such disclosure is not inconsistent with the best interests of shareholders and, unless otherwise required by law, subject to the confidentiality requirements set forth in the Disclosure of Portfolio Holdings Policy. Each may also impose additional restrictions on the dissemination of portfolio information beyond those found in the Disclosure of Portfolio Holdings Policy.

The Trust’s CCO receives reports of violations of the Disclosure of Portfolio Holdings Policy by the Trust, the Adviser, its service providers, and Managers. If such a report is received, and if the CCO, in the exercise of his or her duties, deems that such violation constitutes a “Material Compliance Matter” within the meaning of Rule 38a-1 under the 1940 Act, he or she will report it to the Trust’s Board of Trustees, as required by Rule 38a-1.

NET ASSET VALUE (“NAV”)

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

Each Fund’s NAV is calculated once a day, every day the New York Stock Exchange (“NYSE”) is open, including days when foreign markets and/or bond markets are closed. For purposes of calculating the NAV, the value of investments held by each Fund is generally determined as of the scheduled closing time of the NYSE, which is usually 4:00 p.m. Eastern Time. Information that becomes known to the Trust or its agents after the scheduled close of the NYSE on a particular day will not normally be used to retroactively adjust the price of an investment for that same business day. Such information may include late dividend notifications, legal or regulatory matters, corporate actions, and corrected/adjusted last sales prices or official closing prices from an exchange.

When you buy shares, you pay the NAV plus any applicable sales charge. When you sell shares, you receive the NAV minus any applicable Contingent Deferred Sales Charge (“CDSC”). Exchange orders within the Funds are effected at NAV. Each Fund’s shares are purchased, sold or exchanged at the Fund’s NAV next calculated after a request to buy, sell or exchange shares is received by the Trust or its designee in proper form. However, a Fund may, subject to approval by the Board, pay for a sale or exchange, in whole or in part, by a distribution of investments from a Fund, in lieu of cash, in accordance with applicable rules.

Each Fund’s NAV will not be calculated on days when the NYSE is closed. There may be a delay in calculating the NAV if: (i) the NYSE is closed on a day other than a regular holiday or weekend, (ii) trading on the NYSE is restricted, (iii) an emergency exists (as determined by the SEC), making the sale of investments or determinations of NAV not practicable, or (iv) the SEC permits a delay for the protection of shareholders.

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

DISTRIBUTION OF TRUST SHARES

Distributor and Multi-Class Plan

Pacific Select Distributors, LLC (“PSD”), a wholly-owned subsidiary of Pacific Life, serves as the principal underwriter and distributor (“Distributor”) of the continuous offering of each class of the Trust’s shares pursuant to a Distribution Agreement (“Distribution Agreement”) with the Trust, which is subject to annual approval by the Trust’s Board of Trustees. The Distributor, located at 700 Newport Center Drive, P.O. Box 9000, Newport Beach, California 92660, is a broker-dealer registered with the SEC. The Distribution Agreement is terminable with respect to a Fund or class without penalty, at any time, by the Fund or class by not more than 60 days’ nor less than 30 days’ written notice to the Distributor, or by the Distributor upon not more than 60 days’ nor less than 30 days’ written notice to the Trust. The Distributor is not obligated to sell any specific amount of the Trust’s shares. The Distributor bears all expenses of providing services pursuant to the Distribution Agreement including the costs of sales presentations, mailings, advertising, and any other marketing efforts by the Distributor in connection with the distribution or sale of the shares, and receives a distribution and/or servicing fee with respect to each share class. The Distribution Agreement will continue in effect with respect to each Fund and each class of shares thereof for successive one year periods, provided that each such continuance is specifically approved (i) by the vote of a majority of the Trustees who are not interested persons of the Trust (as defined in the 1940 Act) and who have no direct or indirect financial interest in the Distribution Agreement or the Distribution

108

and/or Service Plans described below; and (ii) by the vote of a majority of the entire Board of Trustees cast in person at a meeting called for that purpose. If the Distribution Agreement is terminated (or not renewed) with respect to a Fund or one or more of the classes thereof, it may continue in effect with respect to any class of any Fund as to which it has not been terminated (or has been renewed).

The Trust currently offers Class A, B, C, I, P, R, S, Advisor Class and Investor Class shares (collectively, the “Shares”). Although certain Funds may offer multiple classes of shares, not all Funds offer all share classes discussed herein. Certain share classes are limited to eligible investors. Please refer to the Prospectuses for more information on the share classes offered by a particular Fund.

Class A, B, C, I, R, Advisor Class and Investor Class shares of the applicable Funds are generally offered through firms which are members of FINRA, and which have selling or dealer agreements with the Distributor (each, a “selling group member”). Class S shares are offered through the Fund’s Distributor.

The Trust has adopted a Multi-Class Plan (“Multi-Class Plan”) pursuant to Rule 18f-3 under the 1940 Act. Under the Multi-Class Plan, shares of each class of each Fund represent an equal pro rata interest in such Fund and, generally, have identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications and terms and conditions, except that: (i) each class has a different designation; (ii) each class bears any class-specific expenses allocated to it; and (iii) each class has exclusive voting rights on any matter submitted to shareholders that relates solely to its distribution or service arrangements, and each class has separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class.

Each class of shares bears specific expenses allocated to such class, such as expenses related to the distribution and/or shareholder servicing of such class. In addition, each class may, at the Trustees’ discretion, also pay a different share of other expenses, not including advisory or custodial fees or other expenses related to the management of each Fund’s assets, if these expenses are actually incurred in a different amount by that class, or if the class receives services of a different kind or to a different degree than the other classes. All other expenses are allocated to each class on the basis of the net asset value of that class in relation to the net asset value of the particular Fund. In addition, each class may have a differing sales charge structure, and differing exchange and conversion features.

Initial Sales Charges and Contingent Deferred Sales Charges

As described in the Prospectus, the applicable Funds are grouped into three categories for determining initial sales charges, which declines as the amount of the purchase reaches defined levels. A contingent deferred sales charge (“CDSC”) is imposed upon certain redemptions of Class A, B and C shares, subject to certain waivers described in the Prospectus.

Category I: Portfolio Optimization Funds and Pacific Funds Diversified Alternatives


	Maximum Sales Charge (Load)
Class A	Investment	Front-end Charge	Amount Reallowed to Dealers¹
	Under $50,000	5.50%	4.75%
	$50,000 to under $100,000	4.75%	4.00%
	$100,000 to under $250,000	3.75%	3.00%
	$250,000 to under $500,000	3.00%	2.50%
	$500,000 to under $1,000,000	2.10%	1.60%
	$1,000,000 and over²	0.00%	0.00%³

¹ The Distributor will also pay selling group members an annual servicing fee (through a trail commission) of 0.25% of the amount of Class A assets (0.35% of the amount of Class A assets purchased prior to January 1, 2007), out of its own assets. Trail commission is paid quarterly, unless other arrangements have been mutually agreed to between the Distributor and the selling group member. The Distributor receives a service fee from the Fund of 0.25% of Class A assets pursuant to the Class A Service Plan, which helps the Distributor recoup a portion of its service expenses over time. Until December 31, 2006, the Distributor received from the Fund a distribution fee of 0.25% and a service fee of 0.25% pursuant to the prior Class A Distribution and Service Plan (12b-1 Plan), which helped the Distributor recoup a portion of its distribution and service expenses over time.

² For purchases in which the account value totals $1 million or more, there is a CDSC of 1% (on the shares for which a front-end sales charge was not paid) if sold (redeemed) within 1 year of purchase.

³ The Distributor will pay selling group members a sales commission out of its own assets of 1% of the amount invested.

109

Category II: Pacific Funds Core Income, Pacific Funds High Income, Pacific Funds Strategic Income, Pacific Funds Large-Cap, Pacific Funds Large-Cap Value, Pacific Funds Small/Mid-Cap, Pacific Funds Small-Cap, Pacific Funds Small-Cap Value and Pacific Funds Small-Cap Growth


	Maximum Sales Charge (Load)
Class A	Investment	Front-end Charge	Amount Reallowed to Dealers¹
	Under $100,000	4.25%	3.75%
	$100,000 to under $250,000	3.50%	3.25%
	$250,000 to under $500,000	2.25%	2.00%
	$500,000 and over²	0.00%	0.00%³

¹ The Distributor will also pay selling group members an annual servicing fee (through a trail commission) of 0.25% of the amount of Class A assets, out of its own assets. Trail commission is paid quarterly, unless other arrangements have been mutually agreed to between the Distributor and the selling group member. The Distributor receives a service fee from the Fund of 0.25% of Class A assets pursuant to the Class A Service Plan, which helps the Distributor recoup a portion of its service expenses over time.

² For purchases in which the account value totals $500,000 or more, there is a CDSC of 1% (on the shares for which a front-end sales charge was not paid) if sold (redeemed) within 1 year of purchase.

³ The Distributor will pay selling group members a sales commission out of its own assets of 1% of the amount invested.

Category III: Pacific Funds Floating Rate Income, Pacific Funds Limited Duration High Income and Pacific Funds Short Duration Income


	Maximum Sales Charge (Load)
Class A	Investment	Front-end Charge	Amount Reallowed to Dealers¹
	Under $100,000	3.00%	2.50%
	$100,000 to under $250,000	2.25%	1.75%
	$250,000 to under $500,000	1.50%	1.25%
	$500,000 and over²	0.00%	0.00%³

³ The Distributor will pay selling group members a sales commission out of its own assets of 1% of the amount invested.

For All Applicable Funds


		Contingent Deferred Sales Charge (Load) (CDSC)
Class B	Maximum Sales Charge (Load)	Years After Purchase:	CDSC on Shares Being Sold:
	No initial sales charge (load)¹	1st	5.00%
		2nd	4.00%
		3rd	4.00%
		4th	3.00%
		5th	2.00%
		6th	2.00%
		7th	1.00%
		8th year and after	0.00%

¹ The Distributor will pay selling group members a sales commission and first year servicing fee out of its own assets of 4% of the amount invested. The Distributor will also pay selling group members a servicing fee (through a trail commission) out of its own assets of 0.25% of the Class B assets. Trail commission is paid quarterly beginning in the thirteenth month, unless other arrangements have been mutually agreed to between the Distributor and the selling group member. The Distributor receives a distribution fee of 0.75% and a service fee of 0.25% of Class B assets from the Fund pursuant to the Class B Distribution and Service Plan (12b-1 Plan), which helps the Distributor recoup a portion of its distribution and service expenses over time.

110

¹ The Distributor will pay selling group members a sales commission and first year servicing fee out of its own assets of 1% of the amount invested. The Distributor will also pay selling group members a sales commission and servicing fee (through a trail commission) out of its own assets of 1.0% of the Class C assets. Trail commission is paid quarterly beginning in the thirteenth month, unless other arrangements have been mutually agreed to between the Distributor and the selling group member. The Distributor receives a distribution fee of 0.75% and a service fee of 0.25% of Class C assets from the Fund pursuant to the Class C Distribution and Service Plan (12b-1 Plan), which helps the Distributor recoup a portion of its distribution and service expenses over time.


Class I	Maximum Sales Charge (Load)	Contingent Deferred Sales Charge (Load) (CDSC)
	No initial sales charge (load)¹	None

¹ There is no front-end or trail commission.


Class R	Maximum Sales Charge (Load)	Contingent Deferred Sales Charge (Load) (CDSC)
	No initial sales charge (load)¹	None

¹ There is no front-end commission. The Distributor will pay selling group members a sales commission and servicing fee in an annual trail commission of 0.50% of the amount invested, out of its own assets. Trail commission is paid quarterly, unless other arrangements have been mutually agreed to between the Distributor and the selling group member. The Distributor receives a distribution fee of 0.25% and a service fee of 0.25% of Class R assets from the Fund pursuant to the Class R Distribution and Service Plan (12b-1 Plan), which helps the Distributor recoup a portion of its distribution and service expenses over time.


Advisor Class	Maximum Sales Charge (Load)	Contingent Deferred Sales Charge (Load) (CDSC)
	No initial sales charge (load)¹	None

¹There is no front-end or trail commission.


Investor Class	Maximum Sales Charge (Load)	Contingent Deferred Sales Charge (Load) (CDSC)
	No initial sales charge (load)¹	None

¹ There is no front-end commission. The Distributor will pay selling group members a sales commission in an annual trail commission of 0.25% of the amount invested, out of its own assets. Trail commission is paid quarterly, unless other arrangements have been mutually agreed to between the Distributor and the selling group member. The Distributor receives a distribution fee of 0.25% of Investor Class assets from the Fund pursuant to the Investor Class Distribution Plan (12b-1 Plan), which helps the Distributor recoup a portion of its distribution expenses over time.


Class S	Maximum Sales Charge (Load)	Contingent Deferred Sales Charge (Load) (CDSC)
	No initial sales charge (load)¹	None

¹ There is no front-end or trail commission.

Each Fund receives the entire net asset value of all its shares sold. The Distributor retains the applicable sales charge on sales of Class A shares from which it allows discounts from the applicable public offering price to dealers, which discounts are uniform for all dealers in the United States and its territories. The normal discount allowed to dealers is set forth in the above tables. Upon notice to all dealers with whom it has sales agreements, the Distributor may reallow to dealers up to the full applicable sales charge, as shown in the above table, or may establish other sales programs during periods and for transactions specified in such notice and such reallowances may be based upon attainment of minimum sales levels.

In certain cases described in the Prospectus, the CDSC is waived on redemptions of Class A, B or C shares for certain classes of individuals or entities on account of (i) the fact that the Fund’s sales-related expenses are lower for certain of such classes than for classes for which the CDSC is not waived, (ii) waiver of the CDSC with respect to certain of such classes is consistent with certain policies under the Code concerning the favored tax treatment of accumulations, or (iii) with respect to certain of such classes, considerations of fairness, and competitive and administrative factors.

111

For the fiscal years ended March 31, 2016, 2015 and 2014, the Distributor received and retained, as applicable, the following amounts in sales charges¹ in connection with the sale of shares:


Fund/Fiscal Year End	Class A Sales Charges² Before Dealer Re-Allowance		Class A Sales Charges Retained		Class A Deferred Sales Charges		Class B Deferred Sales Charges		Class C Deferred Sales Charges
March 31, 2016
Pacific Funds Portfolio Optimization Conservative	$	847,395	$	88,619	$	—	$	33,119	$	13,178
Pacific Funds Portfolio Optimization Moderate-Conservative	$	1,438,983	$	234,013	$	—	$	48,193	$	15,900
Pacific Funds Portfolio Optimization Moderate	$	3,852,701	$	599,313	$	1,497	$	113,500	$	26,467
Pacific Funds Portfolio Optimization Growth	$	2,750,474	$	402,390	$	1,786	$	84,643	$	16,357
Pacific Funds Portfolio Optimization Aggressive-Growth	$	867,796	$	127,747	$	—	$	35,873	$	9,384
Pacific Funds Short Duration Income	$	154,182	$	—	$	2,502	$	—	$	8,939
Pacific Funds Core Income	$	287,044	$	—	$	17,301	$	—	$	19,606
Pacific Funds Strategic Income	$	249,213	$	—	$	4,272	$	—	$	9,596
Pacific Funds Floating Rate Income	$	133,313	$	—	$	—	$	—	$	12,461
Pacific Funds High Income	$	46,448	$	4,629	$	—	$	—	$	247
Pacific Funds Limited Duration High Income	$	25,229	$	—	$	4,244	$	—	$	374
Pacific Funds Diversified Alternatives	$	18,298	$	3,063	$	—	$	—	$	474
Pacific Funds Large-Cap	$	8,294	$	845	$	—	$	—	$	—
Pacific Funds Large-Cap Value	$	8,764	$	854	$	—	$	—	$	—
Pacific Funds Small/Mid-Cap	$	26,061	$	2,492	$	—	$	—	$	—
Pacific Funds Small-Cap	$	7,009	$	817	$	—	$	—	$	—
Pacific Funds Small-Cap Value	$	1,218	$	153	$	—	$	—	$	—
Pacific Funds Small-Cap Growth	$	582	$	45	$	—	$	—	$	—
March 31, 2015
Pacific Funds Portfolio Optimization Conservative	$	1,018,107	$	100,624	$	—	$	47,511	$	18,451
Pacific Funds Portfolio Optimization Moderate-Conservative	$	1,968,636	$	310,382	$	—	$	49,133	$	18,076
Pacific Funds Portfolio Optimization Moderate	$	5,574,752	$	863,704	$	6,538	$	113,281	$	37,073
Pacific Funds Portfolio Optimization Growth	$	3,797,972	$	574,692	$	6,239	$	93,798	$	26,219
Pacific Funds Portfolio Optimization Aggressive-Growth	$	1,140,662	$	170,525	$	—	$	47,020	$	6,109
Pacific Funds Short Duration Income	$	125,832	$	—	$	6,032	$	—	$	7,808
Pacific Funds Core Income	$	477,350	$	—	$	—	$	—	$	9,352
Pacific Funds Strategic Income	$	386,296	$	—	$	8,000	$	—	$	7,233
Pacific Funds Floating Rate Income	$	291,145	$	—	$	24,522	$	—	$	29,698
Pacific Funds High Income	$	47,618	$	—	$	—	$	—	$	586
Pacific Funds Limited Duration High Income	$	19,105	$	—	$	—	$	—	$	2,342
Pacific Funds Diversified Alternatives	$	58,086	$	9,510	$	—	$	—	$	4
March 31, 2014
Pacific Funds Portfolio Optimization Conservative	$	1,350,726	$	131,456	$	14,146	$	77,432	$	30,672
Pacific Funds Portfolio Optimization Moderate-Conservative	$	2,563,988	$	348,091	$	—	$	97,790	$	29,885
Pacific Funds Portfolio Optimization Moderate	$	7,478,609	$	1,094,997	$	480	$	213,181	$	56,454
Pacific Funds Portfolio Optimization Growth	$	4,997,544	$	766,321	$	694	$	147,722	$	28,957
Pacific Funds Portfolio Optimization Aggressive-Growth	$	1,291,617	$	192,850	$	—	$	45,552	$	13,149
Pacific Funds Short Duration Income	$	215,233	$	—	$	10,164	$	—	$	9,348
Pacific Funds Core Income	$	384,698	$	—	$	18,570	$	—	$	46,751
Pacific Funds Strategic Income	$	311,236	$	8,364	$	12,800	$	—	$	6,624
Pacific Funds Floating Rate Income	$	886,775	$	—	$	59,731	$	—	$	56,539
Pacific Funds High Income	$	71,250	$	4,515	$	2,434	$	—	$	969
Pacific Funds Limited Duration High Income	$	29,805	$	—	$	—	$	—	$	50

¹ Class I and Class R shares are available without a sales charge.

² Includes up-front sales charges on Class A share sales only. Certain amounts for fiscal years 2015 and 2014 have been restated to remove indirect commissions paid by the Distributor that were not covered by a sales charge.

Distribution and/or Servicing Plans for Class A, B, C, R and, Investor Class Shares

Pursuant to separate Distribution and Service Plans for Class B, C and R shares, the Distribution Plan for Investor Class shares and the Service Plan for Class A shares (together the “Plans”), in connection with the distribution of Shares of the Trust and in connection with services rendered to the shareholders of the Trust and the maintenance of shareholder accounts, the Distributor receives certain distribution and/or servicing fees from the Funds. Subject to the percentage limitations on these distribution and servicing fees set forth below, the distribution and servicing fees may be paid with respect to services rendered and expenses borne in the past with respect to the Shares as to which no distribution and servicing fees were paid on account of such limitations. The Distributor pays (i) all or a portion of the distribution fees it receives from the Funds to selling group members, and (ii) all or a

112

portion of the servicing fees it receives from the Funds to selling group members, certain banks and other financial intermediaries, in both cases subject to compensation schedules which may be based on the amount of Shares held by customers of such brokers, banks or other financial intermediaries. In addition, the Distributor may, at its own expense, pay concessions in addition to the payment of distribution and servicing fees out of its own assets to brokers that satisfy certain criteria established from time to time by the Distributor.

The Distributor makes distribution and servicing payments to selling group members, certain banks and other financial intermediaries in connection with the sale of Shares. In the case of Class A shares, these parties are also compensated based on the amount of the front-end sales charge reallowed by the Distributor, except in cases where Class A shares are sold without a front-end sales charge (although the Distributor may pay brokers additional compensation in connection with sales of Class A shares without a sales charge). In the case of Class B and C shares, selling group members and other financial intermediaries are compensated by an advance of a sales commission by the Distributor. In the case of Class R shares, the Distributor will pay dealers an annual trail commission of 0.50% of the amount invested. Pursuant to the Distribution Agreement with the Trust, with respect to each Fund’s Shares, the Distributor bears various other promotional and sales related expenses, including the cost of printing and mailing prospectuses to persons other than current shareholders.

The Plans (other than the Service Plan for Class A shares) were adopted pursuant to Rule 12b-l under the 1940 Act. The Plans are of the type known as “compensation” plans. This means that, although the Trustees of the Trust are expected to take into account the expenses of the Distributor in their periodic review of the Plans, the fees are payable to compensate the Distributor for services rendered even if the amount paid exceeds the Distributor’s expenses. The distribution fees applicable to the Shares may be spent by the Distributor on any activities or expenses primarily intended to result in the sale of Shares, including compensation to, and expenses (including overhead expenses) of, financial consultants or other employees of the Distributor or of selling group members who engage in distribution of Shares, printing of prospectuses and reports other than for existing shareholders, advertising, and preparation, printing and distribution of sales literature. The servicing fee, applicable to the Shares of the Fund, may be spent by the Distributor on personal services rendered to shareholders of the Fund and the maintenance of shareholder accounts, including, but not limited to, compensation to, and expenses (including overhead expenses) of, the Distributor, selling group members, financial consultants or other employees of selling group members, certain banks and other financial intermediaries or service providers who aid in the processing of purchase or redemption requests or the processing of dividend payments, who provide information periodically to shareholders showing their positions in a Fund’s shares (including through the maintenance of websites through which shareholders can obtain information about the Trust and their accounts), who forward communications from the Trust to shareholders, who render ongoing advice concerning the suitability of particular investment opportunities offered by the Trust in light of the shareholders’ needs, who respond to inquiries from shareholders relating to such services, who train personnel in the provision of such services, or who provide other services to shareholders. Distribution and servicing fees may also be spent on interest relating to unreimbursed distribution or servicing expenses from prior years.

Many of the Distributor’s sales and servicing efforts involve the Trust as a whole, so that fees paid by the Shares of any Fund may indirectly support sales and servicing efforts relating to other Funds’ shares. In reporting its expenses to the Trustees, the Distributor itemizes expenses that relate to the distribution and/or servicing of the Funds’ shares, and allocates other expenses to each Fund based on its relative net assets. Expenses allocated to a Fund are further allocated among its classes of shares annually based on the relative sales of each class, except for any expenses that relate only to the sale or servicing of a single class. The Distributor may make payments to brokers (and with respect to servicing fees only, to certain banks and other financial intermediaries) of up to the following percentages annually of the average daily net assets attributable to shares in the accounts of their customers or clients:


	Servicing Fee	Distribution Fee
Class A¹	0.25%	0.00%
Class B	0.25%	0.75%
Class C	0.25%	0.75%
Class I, Class P, Advisor Class and Class S²	0.00%	0.00%
Class R	0.25%	0.25%
Investor Class³	0.00%	0.25%

¹ Class A shares have a 0.25% non 12b-1 service fee.

² Class I, Class P, Advisor Class and Class S shares do not charge service or distribution fees.

³Investor Class Shares have a 0.25% 12b-1 distribution fee.

In addition, the Distributor may from time to time pay marketing support or other fees or incentives to selected selling group members in connection with the sale or servicing of any class of shares of the Funds. On some occasions, such bonuses, fees or incentives may be conditioned upon the sale of a specified minimum dollar amount of the shares of a Fund and/or all of the Funds together or a particular class of shares, during a specific period of time. The Trust, PLFA or its affiliates (including the Distributor) may also pay selling group members and other intermediaries for transfer agency and other services.

113

If in any year the Distributor’s expenses incurred in connection with the distribution of the Shares and in connection with the servicing of shareholders and the maintenance of shareholder accounts exceed the distribution and servicing fees paid by the Funds, the Distributor would recover such excess only if the Plan with respect to such class of shares continues to be in effect in some later year when the distribution and servicing fees exceed the Distributor’s expenses. The Trust is not obligated to repay any unreimbursed expenses that may exist at such time, if any, as the relevant Plan terminates.

The following chart reflects, as of the Trust’s fiscal year ended March 31, 2016, the approximate amount of aggregate unreimbursed expenses under each Plan as both total dollars as well as a percentage of the net assets of each class as of March 31, 2016.


	Aggregate Unreimbursed Expenses Under Each Plan		Unreimbursed Expenses as a Percentage of the Net Assets of Each Class
Class APlan		None	None
Class B Plan	$	6,528,000	1.8%
Class C Plan	$	28,625,000	1.6%
Class R Plan	$	2,714,000	4.1%
Investor Class Plan	$	57,000	1.3%

Each Plan may be terminated with respect to any Fund to which the Plan relates by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities of the relevant class of that Fund. Any change in any Plan that would materially increase the cost to the class of shares of any Fund to which the Plan relates requires approval by the affected class of shareholders of that Fund. The Distributor is required to submit to the Trustees quarterly written reports of such costs and the purposes for which such costs have been incurred. Each Plan may be amended by vote of the Independent Trustees cast in person at a meeting called for the purpose. As long as the Plans are in effect, selection and nomination of those Trustees who are not interested persons of the Trust shall be committed to the discretion of such Independent Trustees.

The Plans will continue in effect with respect to each Fund and each class of shares thereof for successive one-year periods, provided that each such continuance is specifically approved (i) by the vote of a majority of the Independent Trustees and (ii) by the vote of a majority of the entire Board of Trustees cast in person at a meeting called for that purpose.

If a Plan is terminated (or not renewed) with respect to one or more Funds or classes of shares, it may continue in effect with respect to any class of any Fund as to which it has not been terminated (or has been renewed).

For the fiscal year ended March 31, 2016, the Trust paid the Distributor $6,348,588 pursuant to the Class A Service Plan.

The dollar amounts and the manner in which 12b-1 amounts paid by each Fund were spent, were as follows:


	For the fiscal year ended 3/31/16
Fund	Class B		Class C		Class R
Pacific Funds Portfolio Optimization Conservative¹
(i) allocation of administrative and overhead expenses	$	140,840	$	34,135	$	—
(ii) printing and mailing of sales material to prospective shareholders	$	1,035	$	8,572	$	43
(iii) compensation to broker-dealers	$	210,518	$	1,781,646	$	53,659
(iv) printing and mailing of prospectuses to other than current shareholders	$	36	$	347	$	—
Pacific Funds Portfolio Optimization Moderate-Conservative¹
(i) allocation of administrative and overhead expenses	$	196,895	$	43,209	$	—
(ii) printing and mailing of sales material to prospective shareholders	$	1,447	$	10,850	$	25
(iii) compensation to broker-dealers	$	294,303	$	2,255,195	$	31,575
(iv) printing and mailing of prospectuses to other than current shareholders	$	50	$	439	$	—
Pacific Funds Portfolio Optimization Moderate¹
(i) allocation of administrative and overhead expenses	$	601,364	$	107,897	$	—
(ii) printing and mailing of sales material to prospective shareholders	$	4,419	$	27,094	$	100
(iii) compensation to broker-dealers	$	898,873	$	5,631,546	$	125,756
(iv) printing and mailing of prospectuses to other than current shareholders	$	153	$	1,097	$	—
Pacific Funds Portfolio Optimization Growth¹
(i) allocation of administrative and overhead expenses	$	435,828	$	71,293	$	—
(ii) printing and mailing of sales material to prospective shareholders	$	3,203	$	17,902	$	77
(iii) compensation to broker-dealers	$	651,443	$	3,721,020	$	96,861
(iv) printing and mailing of prospectuses to other than current shareholders	$	111	$	725	$	—

114


	For the fiscal year ended 3/31/16
Fund	Class C		Investor
Pacific Funds Large-Cap
(i) allocation of administrative and overhead expenses	$	7	$	33
(ii) printing and mailing of sales material to prospective shareholders	$	2	$	422
(iii) compensation to broker-dealers	$	376	$	120
(iv) printing and mailing of prospectuses to other than current shareholders	$	—	$	—


Fund	Share Class	Administration Fee
Portfolio Optimization Funds	A, B, C, R and Advisor	0.15%
Pacific Funds Short Duration Income	A, C and Advisor	0.30%
Pacific Funds Core Income
Pacific Funds Strategic Income
Pacific Funds Floating Rate Income
Pacific Funds Limited Duration High Income
Pacific Funds High Income
Pacific Funds Large-Cap	A, C, Advisor and Investor	0.30%
Pacific Funds Large-Cap Value
Pacific Funds Small/Mid-Cap
Pacific Funds Small-Cap
Pacific Funds Small-Cap Value
Pacific Funds Small-Cap Growth
Pacific Funds Diversified Alternatives	A, C and Advisor	0.15%
Pacific Funds Core Income	P	0.15%
Pacific Funds Floating Rate Income
Pacific Funds High Income
Pacific Funds Large-Cap
Pacific Funds Large-Cap Value
Pacific Funds Small/Mid-Cap
Pacific Funds Small-Cap
Pacific Funds Small-Cap Value
Pacific Funds Small-Cap Growth
PF Floating Rate Loan Fund
PF Inflation Managed Fund
PF Managed Bond Fund
PF Short Duration Bond Fund
PF Emerging Markets Debt Fund
PF Comstock Fund
PF Growth Fund
PF Large-Cap Growth Fund
PF Large-Cap Value Fund
PF Main Street Core Fund
PF Mid-Cap Equity Fund
PF Mid-Cap Growth Fund
PF Mid-Cap Value Fund
PF Small-Cap Growth Fund
PF Small-Cap Value Fund
PF Emerging Markets Fund
PF International Large-Cap Fund
PF International Small-Cap Fund
PF International Value Fund


Fund	3/31/16¹		3/31/15¹		3/31/14¹
Pacific Funds Portfolio Optimization Conservative	$	591,905	$	650,446	$	737,094
Pacific Funds Portfolio Optimization Moderate-Conservative	$	839,044	$	866,347	$	808,196
Pacific Funds Portfolio Optimization Moderate	$	2,370,525	$	2,451,796	$	2,157,917
Pacific Funds Portfolio Optimization Growth	$	1,660,504	$	1,681,045	$	1,448,785
Pacific Funds Portfolio Optimization Aggressive-Growth	$	489,888	$	488,800	$	424,131
Pacific Funds Short Duration Income	$	524,682	$	367,626	$	196,689
Pacific Funds Core Income	$	1,884,031	$	1,505,664	$	1,503,041
Pacific Funds Strategic Income	$	639,738	$	383,876	$	143,614
Pacific Funds Floating Rate Income	$	2,036,341	$	2,714,278	$	1,980,488
Pacific Funds Limited Duration High Income²	$	75,947	$	81,347	$	33,325
Pacific Funds High Income	$	218,982	$	76,558	$	40,828
Pacific Funds Diversified Alternatives³	$	8,543	$	5,543	$	750
Pacific Funds Large-Cap⁴	$	1,316		N/A		N/A
Pacific Funds Large-Cap Value⁴	$	941		N/A		N/A
Pacific Funds Small/Mid-Cap⁴	$	1,885		N/A		N/A
Pacific Funds Small-Cap⁴	$	323		N/A		N/A
Pacific Funds Small-Cap Value⁴	$	386		N/A		N/A
Pacific Funds Small-Cap Growth⁴	$	687		N/A		N/A
PF Small-Cap Value Fund	$	278,946	$	213,356	$	203,403
PF Equity Long/Short Fund⁵	$	223,747		N/A		N/A
PF Emerging Markets Debt Fund	$	174,823	$	229,760	$	160,402
PF Large-Cap Growth Fund	$	245,641	$	277,696	$	240,749
PF Absolute Return Fund⁵	$	114,718		N/A		N/A
PF Mid-Cap Value Fund⁶	$	253,985		N/A		N/A
PF Large-Cap Value Fund	$	473,783	$	540,023	$	527,050
PF Floating Rate Loan Fund	$	136,663	$	189,542	$	177,460
PF Global Absolute Return Fund	$	204,862	$	279,990	$	276,321
PF Comstock Fund	$	353,540	$	424,871	$	429,036
PF Mid-Cap Growth Fund	$	101,636	$	130,316	$	114,541
PF International Value Fund	$	218,406	$	247,975	$	251,710
PF Small-Cap Growth Fund	$	92,290	$	108,146	$	84,635
PF Currency Strategies Fund	$	211,473	$	259,249	$	195,054
PF Growth Fund	$	192,134	$	190,817	$	111,203
PF International Large-Cap Fund	$	406,214	$	370,171	$	334,928
PF Real Estate Fund	$	91,387	$	95,224	$	96,235


Fund Name	Class	Name	Ownership Percentage
Pacific Funds Portfolio Optimization	A	Charles Schwab & Co Inc.	15.09%
Conservative	A	National Financial Services LLC	14.27%
	A	Pershing LLC	12.93%
	A	Edward D. Jones and Co.	10.54%
	B	National Financial Services LLC	16.65%
	B	Pershing LLC	13.76%
	B	Edward D. Jones and Co.	11.25%
	B	Charles Schwab & Co Inc.	10.56%
	B	Raymond James	5.25%
	C	Pershing LLC	14.93%
	C	Charles Schwab & Co Inc.	14.48%
	C	National Financial Services LLC	10.42%
	C	LPL Financial	7.52%
	R	Counsel Trust dba MATC	13.82%
	R	Fayetteville Women’s Care, P.A. 401(k) Profit Sharing Plan & Trust	12.19%
	R	Matrix Trust Company	9.22%
	R	Ascensus Trust Company	9.00%
	R	Mid Atlantic Trust Co.	5.47%
	Advisor	Merrill Lynch Pierce Fenner & Smith, Inc.	36.47%
	Advisor	UBS WM USA	18.34%
	Advisor	LPL Financial	8.77%
Pacific Funds Portfolio Optimization	A	Edward D. Jones and Co.	17.43%
Moderate-Conservative	A	National Financial Services LLC	15.55%
	A	Pershing LLC	14.71%
	A	Charles Schwab & Co Inc.	11.54%
	B	National Financial Services LLC	16.56%
	B	Pershing LLC	15.98%
	B	Edward D. Jones and Co.	13.76%
	B	Charles Schwab & Co Inc.	8.48%
	C	Pershing LLC	13.89%
	C	Charles Schwab & Co Inc.	10.98%
	C	National Financial Services LLC	10.42%
	C	Raymond James	5.81%
	R	Great-West Trust Company LLC	20.40%
	R	Wells Fargo Bank	8.23%
	R	Ascensus Trust Company	6.07%
	Advisor	Merrill Lynch Pierce Fenner & Smith, Inc.	14.58%
	Advisor	Pershing LLC	11.58%
	Advisor	UBS WM USA	9.84%
	Advisor	First Clearing, LLC	8.23%
	Advisor	LPL Financial	7.10%
	Advisor	National Financial Services LLC	5.89%


Applicable to	All Advisory Clients, including the Invesco Funds
Risk Addressed by Policy	Breach of fiduciary duty to client under Investment Advisers Act of 1940 by placing Invesco personal interests ahead of client’s best interests in voting proxies
Relevant Law and Other Sources	Investment Advisers Act of 1940

Last Reviewed by Compliance for Accuracy	October 6, 2015
Policy/Procedure Owner	US Compliance, Invesco US Proxy Advisory Committee, and Legal

Policy Approver	Invesco Advisers, Inc., Invesco Funds Board

Approved/Adopted Date	October 20-21, 2015


Macro Rationale		Explanation
1. General Guidelines
a. When our view of the management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposals.		1. View of management is Favorable. 2. View of management is Un-Favorable.
b. If management’s performance has been questionable we may abstain or vote against specific proxy proposals.		1. Management performance is questionable.
c. Where there is a clear conflict between management and shareholder interests, even in those cases where management has been doing a good job, we may elect to vote against management.		1. A conflict exists between the board and shareholder interests.
d. In general, we oppose proposals, which in our view, act to entrench management.		1. Proposal entrenches management.
e. In some instances, even though we strongly support management, there are some corporate governance issues that, in spite of management objections, we believe should be subject to shareholder approval.		1. While we support management, this proposal should be voted on by shareholders.
2. Board of Directors and Auditors
a. Unless our objection to management’s recommendation is strenuous, if we believe auditors are competent and professional, we support continuity in the appointed auditing firm subject to regular review.		1. We believe the auditors are competent. 2. We object to these auditors. 3. Nominee for independent Internal Statutory Auditor not considered independent.
b. We generally vote for proposals that seek to fix the size of the board and/or require shareholder approval to alter the size of the board and that allow shareholders to remove directors with or without cause.		1. Shareholders should be able to set the size of the board.
c. We generally vote for proposals that permit shareholders to act by written consent and/or give the right to shareholders to call a special meeting.		1. Shareholders should have the right to call a special meeting.
d. We will vote for separation of Chairman and CEO if we believe it will lead to better company management, otherwise, we will support an outside lead director board structure.		1. Company does not have a lead director. 2. Company has a lead director. 3. Combined Chairman and Chief Executive, contrary to best practice.
e. We will normally vote for all board members unless we determine conflicts exist or the board is not independent.		1. Board ignored shareholder vote. 2. Executive contract exceeds 1 year in length. 3. Not considered independent insufficient independent non-executives. 4. Member of the Audit or Remuneration Committee(s), not considered Independent. 5. Bundled resolution for election of Directors not appropriate. 6. Not Independent, serves on the Compensation and Nomination Committees. 7. Executive contract exceeds 4 years. 8. Not in shareholders’ interests.


Macro Rationale		Explanation
3. Compensation
a. We will not try to micro-manage compensation schemes; however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious.		1. We will not-micro manage compensation. 2. The overall quantum of remuneration is too high.
b. Senior management compensation should be set by independent directors according to industry standards, taking advice from benefits consultants where appropriate.		1. Compensation should be set by the board, not shareholders.
c. All senior management and board compensation should be disclosed within annual financial statements, including the value of fringe benefits, company pension contributions, deferred compensation and any company loans.		1. Transparency in compensation is desired.
d. We may vote against a compensation or incentive program if it is not adequately tied to a company’s fundamental financial performance; is vague; is not in line with market practices; allows for option re-pricing; does not have adequate performance hurdles or is highly dilutive.		1. Remuneration policy insufficiently aligned with shareholder interests. 2. The vesting conditions are inappropriate. 3. The vesting conditions are insufficiently challenging. 4. The matching awards are too generous. 5. The re-pricing of options is against best practice. 6. Dilution of executive remuneration scheme exceeds best practice guidelines. 7. Plan structure does not provide suitable long term incentive. 8. Performance conditions unsatisfactory. 9. Contrary to best market practice.
e. Where company and management’s performance has been poor, we may object to the issuance of additional shares for option purposes such that management is rewarded for poor performance or further entrenches its position.		1. Rewards for poor performance are unacceptable.
f. Given the increased level of responsibility and oversight required of directors, it is reasonable to expect that compensation should increase commensurably. We consider that there should be an appropriate balance between fixed and variable elements of compensation and between short and long term incentives.		1. Compensation should be balanced.
g. In order to increase reporting transparency and approximate accuracy, we believe stock options should be expensed.		1. Stock Options should be expensed.
4. Governance Provisions
a. We believe that votes at company meetings should be determined on the basis of one share one vote. We will vote against cumulative voting proposals.		1. One Share, One Vote.
b. We believe that “poison pill” proposals, which dilute an issuer’s stock when triggered by particular events, such as take-over bids or buy-outs, should be voted on by the shareholders and will support attempts to bring them before the shareholders.		1. Poison Pill proposals should have shareholder approval. 2. Current anti-takeover provisions are adequate.
c. Any substantial new share issuance should require prior shareholder approval.		1. Significant share increase should have shareholder approval.
d. We believe proposals that authorize the issuance of new stock without defined terms or have conditions that are intended to thwart a take-over or restrict effective control by shareholders should be discouraged.		1. Blank check stock issuance is not acceptable. 2. Anti-takeover defense, not in shareholders interests. 3. General authority to issue shares without pre-emption rights not in shareholders interests.
e. We will support directives to increase the independence of the board of directors when we believe that the measures will improve shareholder value.		1. We support efforts to improve board independence.


Macro Rationale		Explanation
f. We generally do not oppose management’s recommendation to implement a staggered or classified board and generally support the regular re-election of directors on a rotational basis as it may provide some continuity of oversight.		1. Staggered or classified boards provide continuity. 2. Annual election of directors agreeable with management approval.
g. We will support reasonable proposals that enable shareholders to directly nominate directors.		1. Proposal to nominate directors is reasonable. 2. Proposal to nominate directors is questionable.
h. We will vote for shareholder proposals requesting directors be elected by a Majority Vote unless the company has cumulative voting, a director resignation policy in place or is very likely to have one in place by the next meeting.		1. A director resignation policy is in place. 2. A director resignation policy is not in place.
i. We will normally vote for proposals that reduce supermajority voting limits.		1. We support reductions in super majority voting. 2. Existing super majority voting conditions are reasonable.
j. We will vote in favour of shareholder resolutions for confidential voting.		1. We encourage confidential voting.
5. Capital Structure and Corporate Restructuring
a. It is difficult to direct where a company should incorporate, however, in instances where a move is motivated solely to entrench management or restrict effective corporate governance, we will vote accordingly.		1. Companies are free to incorporate anywhere. 2. Actions motivated to entrench management.
b. In general we will oppose management initiatives to create dual classes of stock, which serves to insulate company management from shareholder opinion and action. We support shareholder proposals to eliminate dual class schemes.		1. Dual classes of stock are inappropriate.
6. Mergers, Tenders Offers & Proxy Contests
a. Based on our analysis and research we will support proposals that increase shareholder value and vote against proposals that do not.		1. We agree with the merger. 2. We object to the merger.
7. Social, Environmental, Political & Cultural
a. Depending on the situation, we do not typically vote to prohibit a company from doing business anywhere in the world.		1. Companies should feel free to compete anywhere in the world.
b. There are occasional issues, we support, that encourage management to make changes or adopt more constructive policies with respect to social, environmental, political and other special interest issues, but in many cases we believe that the shareholder proposal may be too binding or restrict management’s ability to find an optimal solution. While we wish to remain sensitive to these issues, we believe there are better ways to resolve them than through a proxy proposal. We prefer to address these issues through engagement.		1. Special interest proposals should not be addressed in the proxy.
c. Unless directed by clients to vote in favour of social, environmental, political and other special interest proposals, we are generally opposed to special interest proposals that involve an economic cost to the company or that restrict the freedom of management to operate in the best interest of the company and its shareholders.		1. Proposal poses an unnecessary economic cost on the company.
8. Administrative and Operations
a. Occasionally, stockholder proposals, such as asking for reports, conducting studies and making donations to the poor, are presented in a way that appear to be honest attempts at bringing up a worthwhile issue. Nevertheless, judgment must be exercised with care, as we do not expect our shareholder companies to be charitable institutions.		1. Special reports, studies and disclosures are not considered economic.


Macro Rationale		Explanation
b. We are sympathetic to shareholders who are long-term holders of a company’s stock, who desire to make concise statements about the long-term operations of the company in the proxy statement. However, because regulatory agencies do not require such actions, we may abstain unless we believe there are compelling reasons to vote for or against.		1. Regulatory agencies do not require this action.
9. Miscellaneous
a. Where a client has given specific direction as to how to exercise voting rights on its behalf, we will vote in accordance with a client’s direction.		1. Voted in accordance with a client guideline.
b. Where we have determined that the voting of a particular proxy is of limited benefit to clients or where the costs of voting a proxy outweigh the benefit to clients, we may abstain or choose not to vote. Among others, such costs may include the cost of translating a proxy, a requirement to vote in person at a shareholders meeting or if the process of voting restricts our ability to sell for a period of time (an opportunity cost).		1. Obstacles exist to effectively voting this proxy. 2. Local voting practices could restrict our ability to manage the portfolio.
c. For holdings managed pursuant to quantitative, index or index-like strategies, we may delegate the authority to exercise voting rights for such strategies to an independent proxy voting and research service with the direction that the votes be exercised in accordance with this Policy. If such holdings are also held in an actively managed strategy, we will exercise the voting rights for the passive holdings according to the active strategy.		1. Voting delegated to a proxy voting service per our guidelines.
d. In certain instances when we do not have enough information we may choose to abstain or vote against a particular proposal.		1. Lack of details on proposals.


(a)(1)(a)		Amended and Restated Declaration of Trust⁵⁹

(b)		Instrument amending Declaration of Trust (PF Putnam Equity Income Fund and PF Putnam Research Fund)⁷

(c)		Instrument amending Declaration of Trust (PF PIMCO Inflation Managed Fund)¹⁰

(d)		Instrument amending Declaration of Trust (Portfolio Optimization Funds and PF Goldman Sachs Short Duration Bond Fund)¹⁷

(e)		Instrument amending Declaration of Trust (PF Lazard Mid-Cap Value Fund and PF Van Kampen Real Estate Fund)¹⁸

(f)		Instrument amending Declaration of Trust (PF Oppenheimer Main Street Core^® Fund and PF Oppenheimer Emerging Markets Fund)²¹

(a)(2)(a)		Certificate of Amendment to the Amended and Restated Certificate of Trust⁵⁹

(b)		By-Laws⁵⁹

(c)		Certificates for Shares will not be issued. Articles III, V and VI of the Declaration of Trust and Article II of the By—Laws define the rights of holders of the Shares⁷

(d)(1)(a)		Investment Advisory Agreement³

(b)		No Longer Applicable

(c)		Addendum to Investment Advisory Agreement (PF PIMCO Inflation Managed Fund)¹⁰

(d)		Addendum to Investment Advisory Agreement (Portfolio Optimization Funds and PF Goldman Sachs Short Duration Bond Fund)¹⁶

(e)		Addendum to Investment Advisory Agreement (PF Lazard Mid—Cap Value Fund and PF Van Kampen Real Estate Fund)¹⁸

(f)		Addendum to Investment Advisory Agreement (PF Oppenheimer Main Street Core Fund, PF Oppenheimer Emerging Markets Fund and PF Fasciano Small Equity Fund)²¹

(g)		Addendum to Investment Advisory Agreement (PF Loomis Sayles Large-Cap Growth Fund)²⁴

(h)		Addendum to Investment Advisory Agreement (PF AllianceBernstein International Value Fund) ²⁵

(i)		Consent of Transfer of Advisory Agreement (Pacific Life Fund Advisors LLC (PLFA))³⁰

(j)		Addendum to Investment Advisory Agreement (PL Small-Cap Value Fund)³¹

(k)		Addendum to Investment Advisory Agreement (PL Floating Rate Loan Fund)³²

(l)		Advisory Fee Waiver Agreement—PL Floating Rate Loan Fund⁴¹

(m)		Advisory Fee Waiver Agreement—PL Large-Cap Growth Fund⁶³

(n)		Schedule A to Advisory Agreement (PL Income Fund)⁴⁰

(o)		Schedule A to Advisory Agreement (PL Floating Rate Income Fund)⁴²

(p)		Advisory Fee Waiver Agreement—PL Comstock Fund⁴⁰

(q)		Schedule A to Advisory Agreement (PL Income Series Funds)⁴⁴

(r)		Schedule A to Advisory Agreement—PL Emerging Markets Debt Fund (EMD)⁴⁷

(s)		Amendment to Advisory Fee Waiver Agreement—PL Comstock Fund⁴⁷

(t)		Schedule A to Advisory Agreement—PL Currency Strategies Fund, PL Global Absolute Return Fund and PL Precious Metals Fund (PL Alts)⁴⁹



(u)		No Longer Applicable

(v)		Advisory Fee Waiver Agreement—PL Limited Duration High Income Fund⁵¹

(w)		Schedule A to Advisory Agreement (PL Limited Duration High Income Fund)⁵²

(x)		Advisory Fee Waiver Agreement—PL Floating Rate Loan Fund⁵²

(y)		Schedule A to Advisory Agreement (PL Diversified Alternatives Fund)⁵³

(z)		Advisory Fee Waiver Agreement—PL Mid-Cap Growth Fund⁵⁴

(d)(1)(aa)		Schedule A to Advisory Agreement (PF International Small-Cap Fund)⁵⁷

(bb)		Advisory Fee Waiver Agreement—PF International Small-Cap Fund⁵⁷

(cc)		Advisory Fee Waiver Agreement (PF Inflation Managed Fund)⁵⁹

(dd)		Advisory Fee Waiver Agreement (PF Equity Long/Short Fund)⁵⁹

(ee)		Amendment to Investment Advisory Agreement⁶⁰

(ff)		Schedule A to Advisory Agreement (PF Absolute Return Fund and PF Equity Long/Short Fund)⁶⁰

(gg)		Schedule A to Advisory Agreement (PF Mid-Cap Value Fund)⁶¹

(hh)		Advisory Fee Waiver Agreement (Breakpoints)⁶²

(ii)		Amendment to Advisory Fee Waiver Agreement—PL Limited Duration High Income Fund⁶³

(jj)		Amendment to Advisory Fee Waiver Agreement—Pacific Funds Limited Duration High Income⁶³

(kk)		Amendment to Advisory Fee Waiver Agreement—PF Mid-Cap Growth Fund⁶³

(ll)		Amendment to Advisory Fee Waiver Agreement—PL Comstock Fund⁶³

(mm)		Amendment to Advisory Fee Waiver Agreement—PL Floating Rate Loan Fund⁶³

(nn)		Schedule A to Advisory Agreement (Rothschild Funds)⁶³

(oo)		Advisory Fee Waiver Agreement (Pacific Funds Large-Cap)⁶³

(pp)		Amendment to Advisory Fee Waiver Agreement—Pacific Funds Limited Duration High Income⁶⁵

(qq)		Amendment to Advisory Fee Waiver Agreement—PF Mid-Cap Growth Fund, filed herewith

(d)(2)		No longer applicable

(d)(3)		No longer applicable

(d)(4)		No longer applicable

(d)(5)(a)		Fund Management Agreement—Pacific Investment Management Company LLC (PIMCO)³

(b)		Fee Schedule to Fund Management Agreement—PIMCO¹⁴

(c)		Addendum to Fund Management Agreement—PIMCO²⁰

(d)		Addendum to Fund Management Agreement— PIMCO²⁴

(e)		Consent to Transfer and Amend the Fund Management Agreement—PIMCO³⁰

(f)		Amendment No. 4 to Fund Management Agreement—PIMCO³²

(g)		Amendment No. 5 to the Fund Management Agreement—PIMCO⁵²

(h)		Amendment to the Fund Management Agreement—PIMCO⁵⁶

(i)		Amendment No. 8 to Fund Management Agreement—PIMCO⁵⁷

(j)		Amendment No. 9 to Fund Management Agreement—PIMCO⁶¹

(d)(6)(a)		Fund Management Agreement—Salomon Brothers Asset Management Inc (Salomon)⁶

(b)		Addendum to Fund Management Agreement—Salomon²⁰

(c)		Fund Management Agreement—Salomon²⁶

(d)		Notice and Consent to Transfer Fund Management Agreement—From Salomon Brothers Asset Management Inc to ClearBridge Advisors LLC²⁸

(e)		Consent to Transfer Fund Management Agreement—ClearBridge Advisors LLC³⁰

(f)		Fee Schedule to Fund Management Agreement—ClearBridge Advisors LLC³¹

(g)		Amendment No. 2 to Fund Management Agreement—ClearBridge Investments, LLC (ClearBridge), filed herewith

(d)(7)		No longer applicable

(d)(8)(a)		Fund Management Agreement—MFS Investment Management (MFS)⁴



(b)		Addendum to Fund Management Agreement—MFS¹⁶

(c)		Addendum to Fund Management Agreement—MFS²⁴

(d)		Addendum to Fund Management Agreement—MFS²⁶

(e)		Addendum to Fund Management Agreement—MFS²⁶

(f)		Addendum to Fund Management Agreement—MFS²⁸

(g)		Consent to Transfer Fund Management Agreement—MFS³⁰

(h)		Amendment to Fund Management Agreement—MFS⁴¹

(i)		Amendment to Fund Management Agreement—MFS⁵¹

(d)(9)		No longer applicable

(d)(10)(a)		Amended and Restated Subadvisory Agreement—Morgan Stanley Investment Management, Inc.⁶⁵

(d)(11)(a)		No longer applicable

(d)(12)		No longer applicable

(d)(13)(a)		Amended and Restated Subadvisory Agreement—OppenheimerFunds, Inc. (Oppenheimer)⁵⁴

(b)		Amendment to the Amended and Restated Subadvisory Agreement—Oppenheimer⁶⁰

(d)(14)(a)		No longer applicable

(d)(15)(a)		No longer applicable

(d)(16)		No longer applicable

(d)(17)		No longer applicable

(d)(18)		No longer applicable

(d)(19)(a)		Fund Management Agreement—UBS Global Asset Management (Americas) Inc. (UBS)³⁴

(b)		Fee schedule to Fund Management Agreement—UBS³⁶

(c)		Amendment No. 1 to Fund Management Agreement—UBS⁴⁹

(d)		Amendment No. 2 to Fund Management Agreement—UBS⁵²

(e)		Amendment No. 3 to Fund Management Agreement—UBS⁵⁵

(f)		Amendment No. 4 to Fund Management Agreement—UBS⁶⁵

(d)(20)		Sub-Advisory Agreement—Eaton Vance Management³⁶

(d)(20)(a)		Amendment No. 1 to Subadvisory Agreement—Eaton Vance Management⁴⁹

(b)		Novation Agreement (Boston Management and Research d/b/a Eaton Vance Investment Managers)⁵²

(c)		Amendment No. 2 to Subadvisory Agreement (Eaton Vance Investment Managers)⁵²

(d)		Amendment No. 3 to Subadvisory Agreement (Eaton Vance Investment Managers), filed herewith

(e)		Amendment No. 4 to Subadvisory Agreement (Eaton Vance Investment Managers), filed herewith



(d)(21)		Sub-Advisory Agreement—Invesco Advisers, Inc.³⁵

(d)(21)(a)		Amendment to Sub-Advisory Agreement—Invesco Advisers, Inc.⁴⁰

(d)(22)(a)		Sub-Advisory Agreement—J.P. Morgan Investment Management Inc.⁴⁰

(b)		Amendment No. 1 to Sub-Advisory Agreement—J.P. Morgan Investment Management Inc., filed herewith

(d)(23)(a)		Sub-Advisory Agreement—T. Rowe Price Associates, Inc. (T. Rowe)⁴⁰

(b)		Amendment No. 1 to Subadvisory Agreement—T. Rowe⁵⁷

(d)(24)		Sub-Advisory Agreement—Ashmore Investment Management Limited⁴⁷

(d)(25)		No Longer Applicable

(d)(26)(a)		Sub-Advisory Agreement—Scout Investments, Inc.⁵¹

(b)		Amendment No. 1 to Sub-Advisory Agreement—Scout Investments, Inc., filed herewith

(d)(27)		No longer applicable

(d)(27)(a)		Subadvisory Agreement—BlackRock Investment Management, LLC⁵¹

(b)		Amendment No. 1 to Subadvisory Agreement—BlackRock Investment Management, LLC, filed herewith

(d)(28)(a)		Subadvisory Agreement—Ivy Investment Management Company⁵⁴

(b)		Amendment No. 1 to Subadvisory Agreement—Ivy Investment Management Company, filed herewith

(d)(29)		Subadvisory Agreement—AllianceBernstein L.P.⁵⁵

(d)(30)		Subadvisory Agreement—Lord, Abbett & Co. LLC⁵⁵

(d)(31)		Subadvisory Agreement—Principal Global Investors, LLC, d/b/a Macro Currency Group⁵⁵

(d)(32)(a)		Subadvisory Agreement—Western Asset Management Company (Western Asset)⁵⁶

(d)(32)(b)		Amendment No. 1 to Subadvisory Agreement—Western Asset⁵⁷

(d)(33)(a)		Subadvisory Agreement—QS Batterymarch Financial Management, Inc.⁵⁷

(b)		Novation Agreement (QS Investors, LLC), filed herewith

(d)(34)		Subadvisory Agreement—AQR Capital Management, LLC⁶⁰

(d)(35)		Subadvisory Agreement—BlueBay Asset Management, LLP⁶⁰

(d)(36)		Subadvisory Agreement—Robeco Investment Management Inc., d/b/a Boston Partners⁶¹

(d)(37)(a)		Subadvisory Agreement—Rothschild Asset Management Inc. (Rothschild)⁶³

(d)(37)(b)		Subadvisory Fee Waiver Agreement (Pacific Funds Large-Cap)⁶³

(e)(1)(a)		Distribution Agreement³

(b)		No Longer Applicable

(c)		Addendum to Distribution Agreement (PF PIMCO Inflation Managed Fund)¹⁰

(d)		Addendum to Distribution Agreement (Portfolio Optimization Funds and PF Goldman Sachs Short Duration Bond Fund)¹⁶

(e)		Addendum to Distribution Agreement (PF Lazard Mid-Cap Value Fund and PF Van Kampen Real Estate Fund)¹⁸

(f)		Addendum to Distribution Agreement (PF Oppenheimer Main Street Core Fund, PF Oppenheimer Emerging Markets Fund and PF NB Fasciano Small Equity Fund) ²¹

(g)		Addendum to Distribution Agreement (PF Loomis Sayles Large-Cap Growth Fund)²⁴

(h)		Addendum to Distribution Agreement (PF AllianceBernstein International Value Fund)²⁵

(i)		Amended and Restated Distribution Agreement (Class A Service Plan)²⁸

(j)		Amendment to Distribution Agreement²⁸

(k)		Addendum to Distribution Agreement (PL Small-Cap Value Fund)³¹

(l)		Addendum to Distribution Agreement (PL Floating Rate Loan Fund)³²

(m)		Schedule A to Distribution Agreement (PL Income Fund)⁴⁰

(n)		Schedule A to Amended and Restated Distribution Agreement (PL Floating Rate Income Fund and C-Shares for PL Income Fund) ⁴²

(o)		Schedule A to Amended and Restated Distribution Agreement (A and C Shares for PL Floating Rate Income Fund)⁴⁵

(p)		Schedule A to Amended and Restated Distribution Agreement (PL Income Series Funds)⁴⁴

(q)		Schedule A to Amended and Restated Distribution Agreement (EMD)⁴⁶

(r)		Schedule A to Amended and Restated Distribution Agreement (PL Alts)⁴⁹

(s)		Schedule A to Amended and Restated Distribution Agreement (PL Limited Duration High Income)⁵²

(t)		Schedule A to Amended and Restated Distribution Agreement (PL Diversified Alternatives Fund)⁵³

(u)		Schedule A to Amended and Restated Distribution Agreement (PF International Small-Cap Fund)⁵⁷

(v)		Amendment to Amended and Restated Distribution Agreement⁶⁰

(w)		Schedule A to Amended and Restated Distribution Agreement (PF Absolute Return Fund and PF Equity Long/Short Fund)⁶⁰

(x)		Schedule A to Amended and Restated Distribution Agreement (PF Mid-Cap Value Fund)⁶²

(y)		Schedule A to Amended and Restated Distribution Agreement (Rothschild Funds)⁶⁴

(z)		Schedule A to Amended and Restated Distribution Agreement, filed herewith

(e)(2)(a)		Form of Selling Group Agreement⁶²

(f)(1)(a)		Deferred Compensation Plan⁶³


(b)		No Longer Applicable

(c)		No Longer Applicable

(f)(1)(d)		Exhibits to Trustees Deferred Compensation Plan⁶²

(g)(1)(a)		Custodian Agreement⁶

(b)		No Longer Applicable

(c)		Addendum to Custodian Agreement (PF PIMCO Inflation Managed Fund)¹⁰

(d)		Addendum to Custodian Agreement (Portfolio Optimization Funds and PF Goldman Sachs Short Duration Bond Fund)¹⁶

(e)		Addendum to Custodian Agreement (PF Lazard Mid-Cap Value Fund and PF Van Kampen Real Estate Fund)²⁰

(f)		Addendum to Custodian Agreement (PF Oppenheimer Main Street Core Fund, PF Oppenheimer Emerging Markets Fund and PF NB Fasciano Small Equity Fund)²⁵

(g)		Addendum to Custodian Agreement (PF Loomis Sayles Large-Cap Growth Fund)²⁵

(h)		Addendum to Custodian Agreement (PF AllianceBernstein International Value Fund)²⁶

(i)		Addendum to Custodian Agreement²⁹

(j)		Addendum to Custodian Agreement (PL Small-Cap Value Fund)³¹

(k)		Addendum to Custodian Agreement (PL Floating Rate Loan Fund)³²

(l)		Amendment to Custodian Services Agreement³⁶

(m)		Exhibit A to Custodian Services Agreement (PL Income Fund)⁴¹

(n)		Exhibit A to Custodian Services Agreement (PL Floating Rate Income Fund)⁴⁵

(o)		Agreement Relating to Assignment of Custodian Services Agreement⁴⁶

(p)		Exhibit A to Custodian Services Agreement (PL EMD)⁴⁹

(q)		Exhibit A to Custodian Services Agreement (PL Alts)⁴⁹

(r)		Amendment to Custodian Services Agreement⁵²

(s)		Exhibit A to Custodian Services Agreement (PL Limited Duration High Income Fund)⁵²

(t)		Exhibit A to Custodian Services Agreement (PL Diversified Alternatives Fund)⁵⁶

(u)		Exhibit A to Custodian Services Agreement (PF International Small-Cap Fund)⁵⁸

(v)		Amendment to Custodian Services Agreement⁶⁰

(w)		Exhibit A to Custodian Services Agreement (PF Absolute Return Fund and PF Equity Long/Short Fund)⁶⁰

(x)		Exhibit A to Custodian Services Agreement (PF Mid-Cap Value Fund)⁶²

(y)		Exhibit A to Custodian Services Agreement (Rothschild Funds)⁶⁴

(g)(2)		Foreign Custody Manager Agreement⁶

(h)(1)(a)		Transfer Agency Agreement⁶

(b)		No Longer Applicable

(c)		Addendum to Transfer Agency Agreement (AML)⁹

(d)		No Longer Applicable

(e)		Addendum to Transfer Agency Agreement (PF PIMCO Inflation Managed Fund)¹⁰

(f)		Addendum to Transfer Agency Agreement (Portfolio Optimization Funds and PF Goldman Sachs Short Duration Bond Fund)¹⁶


(b)		No Longer Applicable

(c)		No Longer Applicable

(d)		Addendum to Expense Limitation Agreement (PF PIMCO Inflation Managed Fund)¹⁰

(e)		Addendum to Expense Limitation Agreement (Portfolio Optimization Funds and PF Goldman Sachs Short Duration Bond Fund)¹⁶

(f)		Addendum to Expense Limitation Agreement (renewal)¹⁶

(g)		Addendum to Expense Limitation Agreement (PF Lazard Mid-Cap Value Fund and PF Van Kampen Real Estate Fund)¹⁸

(h)		Addendum to Expense Limitation Agreement²⁰

(i)		Addendum to Expense Limitation Agreement (PF Oppenheimer Main Street Core Fund, PF Oppenheimer Emerging Markets Fund and PF NB Fasciano Small Equity Fund²¹

(j)		Addendum to Expense Limitation Agreement (PF Loomis Sayles Large-Cap Growth Fund)²⁴

(k)		Addendum to Expense Limitation Agreement (PF AllianceBernstein International Value Fund)²⁶

(l)		Amendment to Expense Limitation Agreement²⁸

(m)		Amended Schedule A to Expense Limitation Agreement²⁸

(n)		Amended Schedule A to Expense Limitation Agreement (PL Small-Cap Value Fund)³¹

(o)		Restated Expense Limitation Agreement³¹

(p)		Amended Schedule A to Expense Limitation Agreement (PL Floating Rate Loan Fund)³²

(q)		Restated Expense Limitation Agreement³⁴

(r)		Expense Limitation Agreement II³⁶

(s)		No Longer Applicable

(t)		PL Income Fund Expense Limitation Agreement³⁸

(u)		PL Floating Rate Income Fund Expense Limitation Agreement⁴⁵

(v)		Amendment to Expense Limitation Agreement (PL Income Fund)⁴¹

(w)		Amendment to Expense Limitation Agreement II⁴¹

(x)		Expense Limitation Agreement III (PL Income Series Funds)⁴⁴

(y)		Amendment to PL Floating Rate Income Fund Expense Limitation Agreement⁴⁵

(z)		Amendment to Expense Limitation Agreement II (EMD)⁴⁷

(aa)		Amendment to Expense Limitation Agreement III⁴⁷

(h)(3)(bb)		Amendment to Expense Limitation Agreement III (PL Alts)⁴⁹

(cc)		Amendment to Expense Limitation Agreement II (Advisor Class Shares)⁵⁰

(dd)		Amendment to Expense Limitation Agreement III (PL Limited Duration High Income)⁵²

(ee)		Amendment to Expense Limitation Agreement (PL Income Fund)⁵³

(ff)		Amendment to Expense Limitation Agreement III (PL Diversified Alternatives Fund)⁵³

(gg)		Amendment to Expense Limitation Agreement II⁵⁵

(hh)		Amendment to Expense Limitation Agreement II⁵⁷

(ii)		Amendment to Expense Limitation Agreement III⁵⁷

(jj)		Amendment to Expense Limitation Agreement III⁵⁸

(kk)		Amendment to Expense Limitation Agreement III⁶²

(ll)		Amendment to Expense Limitation Agreement III (Rothschild Funds)⁶³

(mm)		Amendment to Expense Limitation Agreement III⁶⁵

(h)(4)(a)		Sub-Administration and Accounting Services Agreement³

(b)		No Longer Applicable

(c)		Addendum to Sub-Administration and Accounting Services Agreement (PF PIMCO Inflation Managed Fund)¹⁰

(d)		Addendum to Sub-Administration and Accounting Services Agreement (Portfolio Optimization Funds and PF Goldman Sachs Short Duration Bond Fund)¹⁶

(e)		Addendum to Sub-Administration and Accounting Services Agreement (PF Lazard Mid-Cap Value Fund and PF Van Kampen Real Estate Fund)¹⁸

(f)		Addendum to Sub-Administration and Accounting Services Agreement (PF Oppenheimer Main Street Core Fund, PF Oppenheimer Emerging Markets Fund and PF NB Fasciano Small Equity Fund)²¹


(m)(1)(a)		Class A Service Plan (formerly filed as exhibit (m)(1)(j)²⁸

(b)		No Longer Applicable

(c)		No Longer Applicable

(d)		Amended Schedule A to Class A Service Plan (PL Income Fund)³⁷

(e)		Schedule A to Class A Service Plan (PL Floating Rate Income Fund)⁴⁵

(f)		Schedule A to Class A Service Plan (PL Income Series Funds)⁴⁴

(g)		No Longer Applicable

(h)		Schedule A to Class A Service Plan (PL Limited Duration High Income Fund)⁵²

(i)		Schedule A to Class A Service Plan (PL Diversified Alternatives Fund)⁵³

(j)		Schedule A to Class A Service Plan (Rothschild Funds)⁶³

(m)(2)(a)		Class B Distribution and Service Plan³

(b)		No Longer Applicable

(c)		No Longer Applicable

(d)		No Longer Applicable

(e)		Amended Schedule A to Class B Distribution and Service Plan (Portfolio Optimization Funds)¹⁵

(f)		No Longer Applicable

(g)		No Longer Applicable

(h)		No Longer Applicable

(i)		No Longer Applicable

(j)		Amended Schedule A to Class B Distribution and Service Plan (PL Portfolio Optimization Funds)³²

(m)(3)(a)		Class C Distribution and Service Plan³

(b)		No Longer Applicable

(c)		No Longer Applicable

(d)		No Longer Applicable

(e)		Amended Schedule A to Class C Distribution and Service Plan (Portfolio Optimization Funds)¹⁵

(f)		No Longer Applicable

(g)		No Longer Applicable

(h)		No Longer Applicable

(i)		No Longer Applicable

(j)		Amended Schedule A to Class C Distribution and Service Plan (PL Portfolio Optimization Funds)³²

(k)		Amended Schedule A to Class C Distribution and Service Plan (PL Income Fund)⁴⁰

(l)		Schedule A to Class C Distribution and Service Plan (PL Floating Rate Income Fund)⁴⁵

(m)		Schedule A to Class C Distribution and Service Plan (PL Income Series Fund)⁴⁴

(n)		No Longer Applicable


(p)(3)		No longer applicable

(p)(4)		Code of Ethics—Pacific Investment Management Company LLC⁶³

(p)(5)		Code of Ethics—ClearBridge Advisors, LLC⁵²

(p)(6)		Code of Ethics—Pacific Life Fund Advisors LLC⁶²

(p)(7)		No longer applicable

(p)(8)		Code of Ethics—MFS Investment Management, filed herewith

(p)(9)		No longer applicable

(p)(10)		Code of Ethics—Morgan Stanley Investment Management Inc., filed herewith

(p)(11)		Code of Ethics—OppenheimerFunds, Inc.⁶³

(p)(12)		No longer applicable

(p)(13)		No longer applicable

(p)(14)		No longer applicable

(p)(15)		No longer applicable

(p)(16)		No longer applicable

(p)(17)		Code of Ethics—Pacific Life Funds Independent Trustees⁵⁵

(p)(18)		No longer applicable

(p)(19)		No longer applicable

(p)(20)		Code of Ethics—UBS Global Asset Management (Americas) Inc.⁵²

(p)(21)		Code of Ethics—Eaton Vance Management, filed herewith

(p)(22)		Code of Ethics—Invesco Advisors, Inc.⁵⁶

(p)(23)		Code of Ethics—J.P. Morgan Investment Management, Inc.⁶³

(p)(24)		Code of Ethics—T. Rowe Price Associates, Inc.⁵⁷

(p)(25)		Code of Ethics—Ashmore Investment Management Limited⁴⁶

(p)(26)		Code of Ethics—Wells Capital Management Incorporated⁵⁷

(p)(27)		Code of Ethics—BlackRock Investment Management, LLC⁵⁷

(p)(28)		Code of Ethics—Scout Investments, Inc.⁶³

(p)(29)		Code of Ethics—Ivy Investment Management Company⁵⁴

(p)(30)		Code of Ethics—AllianceBernstein L.P.⁶³

(p)(31)		Code of Ethics—Lord, Abbett & Co. LLC⁵⁵

(p)(32)		Code of Ethics—Macro Currency Group, filed herewith

(p)(33)		Code of Ethics—Pacific Select Distributors, LLC⁶²

(p)(34)		Code of Ethics—Western Asset Management Company⁵⁶

(p)(35)		Code of Ethics—QS Batterymarch Financial Management, Inc.⁵⁷

(p)(36)		Code of Ethics—AQR Capital Management, LLC, filed herewith

(p)(37)		Code of Ethics—BlueBay Asset Management, LLP⁵⁹

(p)(38)		Code of Ethics—Boston Partners⁶¹

(p)(39)		Code of Ethics—Rothschild Asset Management Inc., filed herewith

(*)		Power of Attorney dated June 20, 2016, filed herewith


INVESTMENT ADVISER	PRINCIPAL BUSINESS ADDRESS	SEC FILE NO.

Pacific Life Fund Advisors LLC (PLFA) (also d/b/a Pacific Asset Management)	700 Newport Center Drive Newport Beach, CA 92660	801-15057

AllianceBernstein L.P.	1345 Avenue of the Americas New York, NY 10105	801-56720

AQR Capital Management, LLC	Two Greenwich Plaza 4th Floor Greenwich, CT 06830	801-55543

Ashmore Investment Management Limited	61 Aldwych London WC2B 4AE, United Kingdom	801-55109

BlackRock Investment Management, LLC	1 University Square Drive Princeton, NJ 08540	801-56972

BlueBay Asset Management, LLP	77 Grosvenor Street London W1K 3JR, United Kingdom	801-61494

Boston Management and Research d/b/a Eaton Vance Investment Managers	Two International Place Boston, MA 02110	801-15930

ClearBridge Investments, LLC	620 Eighth Avenue New York, NY 10018	801-64710

Invesco Advisers, Inc.	1555 Peachtree Street, N.E. Atlanta, GA 30309	801-33949

Ivy Investment Management Company	6300 Lamar Avenue Overland Park, KS 66202	801-61515

J.P. Morgan Investment Management Inc.	270 Park Avenue New York, NY 10167	801-21011

Lord, Abbett & Co. LLC	90 Hudson Street New Jersey, NJ 07302	801-6997

MFS Investment Management	111 Huntington Avenue Boston, MA 02199	801-17352

Morgan Stanley Investment Management Inc.	522 Fifth Avenue New York, NY 10036	801-15757

OppenheimerFunds, Inc.	Two World Financial Center 225 Liberty Street New York, NY 10281	801-8253

Pacific Investment Management Company LLC	650 Newport Center Drive Newport Beach, CA 92660	801-48187

Principal Global Investors, LLC, d/b/a Macro Currency Group	711 High Street Des Moine, IA 50392	801-55959

QS Investors, LLC	880 Third Avenue, 7^th Floor New York, NY 10022	801-48035

Robeco Investment Management, Inc., d/b/a Boston Partners	909 Third Avenue 32nd Floor New York, NY 10022	801-61786

Rothschild Asset Management Inc.	1251 Avenue of the Americas New York, NY 10020	801-5875

Scout Investments, Inc.	928 Grand Boulevard Kansas City, MO 64106	801-60188

T. Rowe Price Associates, Inc.	100 East Pratt Street Baltimore, MD 21202	801-856

UBS Asset Management (Americas) Inc.	1285 Avenue of the Americas New York, NY 10019	801-34910

Western Asset Management Company	385 East Colorado Boulevard Pasadena, CA 91101	801-8162


Name and Principal Business Address(1)	Positions and Offices with Underwriter	Positions and Offices with Registrant



Adrian S. Griggs	Director and Chief Executive Officer	None

Dewey P. Bushaw	Director and Executive Vice President	None

Richard J. Schindler	Director and Executive Vice President	None

Edward R. Byrd	Senior Vice President and Chief Accounting Officer	None

Thomas Gibbons	Senior Vice President, Treasury, Tax & Enterprise Consulting	None

Christopher van Mierlo	Senior Vice President	None

Kathleen A. Clune	Assistant Vice President and Treasurer	None

Mark S. Campisano	Vice President, Tax	None

Lorene C. Gordon	Vice President	None

Gregory L. Keeling	Vice President and Chief Financial Officer	None

Brian D. Klemens	Vice President and Controller	None

Jane M. Guon	Vice President and Secretary	Vice President and Secretary

John F. O’Donnell	Vice President	None

David K. Rosuck	Vice President and Assistant Secretary	None

Alice P. Terlecky	Vice President and Assistant Secretary	None

Christine A. Tucker	Vice President	None

John White	Vice President	None

S. Kendrick Dunn	Assistant Vice President and Chief Compliance Officer	None

Lori K. Lasinski	Assistant Secretary	None

Gail H. McIntosh	Assistant Secretary	None

Julia C. McKinney	Assistant Secretary	None

Patricia A. Sandberg	Assistant Secretary	None

Cheryl L. Tobin	Assistant Secretary	None

Stephen J. Toretto	Assistant Secretary	None

Kevin A. Hendra	Assistant Vice President	None


PACIFIC FUNDS SERIES TRUST

By:		/s/ Mark Karpe
		Mark Karpe
		Assistant Vice President and Counsel Pacific Life Insurance Company


SIGNATURE	TITLE	DATE

	Chairman and Trustee	July 28, 2016
James T. Morris*	(Principal Executive Officer)

	Chief Executive Officer	July 28, 2016
Mary Ann Brown*

	Vice President and Treasurer	July 28, 2016
Eddie Tung*	(Principal Financial and Accounting Officer)

	Trustee	July 28, 2016
Gale K. Caruso*

	Trustee	July 28, 2016
Lucie H. Moore*

	Trustee	July 28, 2016
G. Thomas Willis*

	Trustee	July 28, 2016
Frederick L. Blackmon*

	Trustee	July 28, 2016
Nooruddin S. Veerjee*

	Trustee	July 28, 2016
Paul A. Keller*

*By: /s/ Mark Karpe		July 28, 2016
Mark Karpe as attorney-in-fact pursuant to power of attorney filed herewith.


NAME		TITLE

/s/ James T. Morris
James T. Morris		Chairman and Trustee

/s/ Frederick L. Blackmon
Frederick L. Blackmon		Trustee

/s/ Gale K. Caruso
Gale K. Caruso		Trustee

/s/ Paul A. Keller
Paul A. Keller		Trustee

/s/ Lucie H. Moore
Lucie H. Moore		Trustee

/s/ Nooruddin S. Veerjee
Nooruddin S. Veerjee		Trustee

/s/ G. Thomas Willis
G. Thomas Willis		Trustee

/s/ Mary Ann Brown
Mary Ann Brown		Chief Executive Officer

/s/ Eddie Tung
Eddie Tung		Vice President and Treasurer