Pacer Funds Trust Sample Contracts

PACER FUNDS TRUST INVESTMENT ADVISORY AGREEMENT with PACER ADVISORS, INC.
Investment Advisory Agreement • May 27th, 2015 • Pacer Funds Trust • Delaware

This INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of this 26th day of May, 2015 by and between PACER FUNDS TRUST (the “Trust”), a Delaware statutory trust, and PACER ADVISORS, INC., a Pennsylvania corporation with its principal place of business at 16 Industrial Blvd, Suite 201, Paoli, Pennsylvania 19301 (the “Adviser”).

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TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • May 27th, 2015 • Pacer Funds Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this 26th day of May, 2015, by and between PACER FUNDS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • May 27th, 2015 • Pacer Funds Trust • Wisconsin

THIS AGREEMENT is made as of this 26th day of May, 2015 by and between PACER FUNDS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • May 27th, 2015 • Pacer Funds Trust • Wisconsin

THIS AGREEMENT is made and entered into as of the 26th day of May, 2015, by and between PACER FUNDS TRUST, a Delaware statutory trust, (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“Fund Services”).

January 22, 2020
Pacer Funds Trust • February 4th, 2020

Re: Agreement and Plan of Reorganization, dated as of January 17, 2020 (the “Agreement”), by and among (i) CSOP ETF Trust, a Delaware statutory trust (“CSOP”), on behalf of its series, the CSOP FTSE China ASO ETF (the “Target Fund”); (ii) Pacer Funds Trust, a Delaware statutory trust (“PFT”), on behalf of its series, the Pacer CSOP FTSE China ASO ETF (the “Acquiring Fund”); and (iii) solely for the purposes of Section 8.2 of the Agreement, Pacer Advisors, Inc., the investment adviser to the Acquiring Fund, and CSOP Asset Management Limited, the investment adviser to the Target Fund.

CUSTODY AGREEMENT
Custody Agreement • May 27th, 2015 • Pacer Funds Trust • Minnesota

THIS AGREEMENT is made and entered into as of this 26th day of May, 2015, by and between PACER FUNDS TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

Morgan, Lewis & Bockius LLP Washington, DC 20004-2541
Pacer Funds Trust • October 13th, 2020
to the INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 19th, 2022 • Pacer Funds Trust

The Trust will pay to the Adviser as compensation for the Adviser’s services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund in accordance with the following fee schedule:

PACER FUNDS TRUST FORM OF AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • August 26th, 2020 • Pacer Funds Trust • Pennsylvania

This Authorized Participant Agreement (the “Agreement”) is entered into by and between Pacer Financial, Inc. (the “Distributor”) and [Authorized Participant] (the “Participant”) and is subject to acceptance by U.S. Bancorp Fund Services, LLC (the “Index Receipt Agent”) as index receipt agent for Pacer Funds Trust (the “Trust”).

APPENDIX A to the DISTRIBUTION AGREEMENT Dated May 26, 2015 between PACER FUNDS TRUST and PACER FINANCIAL, INC. As Amended April 6, 2022
Distribution Agreement • April 6th, 2022 • Pacer Funds Trust

Pacer Trendpilot® US Large Cap ETF Pacer Trendpilot® US Mid Cap ETF Pacer Trendpilot® 100 ETF Pacer Trendpilot® European Index ETF Pacer Autopilot Hedged European Index ETF Pacer US Export Leaders ETF Pacer International Export Leaders ETF Pacer Global Cash Cows Dividend ETF Pacer US Cash Cows 100 ETF Pacer Developed Markets International Cash Cows 100 ETF Pacer US Small Cap Cash Cows 100 ETF Pacer WealthShield ETF Pacer Benchmark Hotel & Lodging Real Estate SCTR℠ ETF Pacer Benchmark Apartments & Residential Real Estate SCTR℠ ETF Pacer Benchmark Healthcare Real Estate SCTR℠ ETF Pacer Benchmark Industrial Real Estate SCTR℠ ETF Pacer Benchmark Data & Infrastructure Real Estate SCTR℠ ETF Pacer CFRA-Stovall Equal Weight Seasonal Rotation ETF Pacer CFRA-Stovall Global Seasonal Rotation ETF Pacer Trendpilot® International ETF Pacer Trendpilot® Fund of Funds ETF Pacer US Cash Cows Growth ETF Pacer Cash Cows Fund of Funds ETF Pacer Emerging Markets Cash Cows 100 ETF Pacer Trendpilot Bond ETF P

to the INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 20th, 2024 • Pacer Funds Trust

The Trust will pay to the Adviser as compensation for the Adviser’s services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund in accordance with the following fee schedule:

APPENDIX A to the DISTRIBUTION AGREEMENT Dated May 26, 2015 between PACER FUNDS TRUST and PACER FINANCIAL, INC. As Amended March 20, 2024
Distribution Agreement • March 20th, 2024 • Pacer Funds Trust

Pacer Trendpilot® US Large Cap ETF Pacer Trendpilot® US Mid Cap ETF Pacer Trendpilot® 100 ETF Pacer Trendpilot® European Index ETF Pacer Autopilot Hedged European Index ETF Pacer US Export Leaders ETF Pacer International Export Leaders ETF Pacer Global Cash Cows Dividend ETF Pacer US Cash Cows 100 ETF Pacer Developed Markets International Cash Cows 100 ETF Pacer US Small Cap Cash Cows 100 ETF Pacer WealthShield ETF Pacer Hotel & Lodging Real Estate ETF Pacer Apartments & Residential Real Estate ETF Pacer Healthcare Real Estate ETF Pacer Industrial Real Estate ETF Pacer Data & Infrastructure Real Estate ETF Pacer CFRA-Stovall Equal Weight Seasonal Rotation ETF Pacer CFRA-Stovall Global Seasonal Rotation ETF Pacer Trendpilot® International ETF Pacer Trendpilot® Fund of Funds ETF Pacer US Cash Cows Growth ETF Pacer Cash Cows Fund of Funds ETF Pacer Emerging Markets Cash Cows 100 ETF Pacer Trendpilot Bond ETF Pacer American Energy Independence ETF Pacer CSOP FTSE China A50 ETF Pacer BioThr

to the INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 1st, 2021 • Pacer Funds Trust

The Trust will pay to the Adviser as compensation for the Adviser’s services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund in accordance with the following fee schedule:

FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 11th, 2019 • Pacer Funds Trust • Delaware

INVESTMENT SUB-ADVISORY AGREEMENT made as of the ___ day of _______, 20__, by and among PACER FUNDS TRUST (the "Trust"), PACER ADVISORS INC. ("Adviser"), and _____________________ ("Sub-Adviser").

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • July 1st, 2021 • Pacer Funds Trust • Delaware

INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) made as of the 10th day of March, 2021, by and among PACER FUNDS TRUST (the “Trust”), PACER ADVISORS INC. (“Adviser”), and Metaurus Advisors LLC (“Sub-Adviser”).

SCHEDULE A to the INVESTMENT ADVISORY AGREEMENT Dated May 26, 2015 between PACER FUNDS TRUST and PACER ADVISORS, INC. As Amended June 16, 2017
Investment Advisory Agreement • August 28th, 2017 • Pacer Funds Trust

The Trust will pay to the Adviser as compensation for the Adviser's services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund in accordance with the following fee schedule:

to the INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 5th, 2024 • Pacer Funds Trust

The Trust will pay to the Adviser as compensation for the Adviser’s services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund in accordance with the following fee schedule:

APPENDIX A to the DISTRIBUTION AGREEMENT Dated May 26, 2015 between PACER FUNDS TRUST and PACER FINANCIAL, INC. As Amended March 12, 2018
Distribution Agreement • April 5th, 2018 • Pacer Funds Trust

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on their behalf by their duly authorized officers as of the date set forth above.

SCHEDULE A to the INVESTMENT ADVISORY AGREEMENT Dated May 26, 2015 between PACER FUNDS TRUST and PACER ADVISORS, INC. As Amended December 12, 2016
Investment Advisory Agreement • December 12th, 2016 • Pacer Funds Trust

The Trust will pay to the Adviser as compensation for the Adviser's services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund in accordance with the following fee schedule:

DISTRIBUTION AGREEMENT
Distribution Agreement • May 27th, 2015 • Pacer Funds Trust • New York

THIS AGREEMENT is made as of May 26, 2015, between Pacer Funds Trust, a Delaware statutory trust (the “Fund”), and Pacer Financial, Inc. Distributor, a Pennsylvania corporation (“PFI”).

APPENDIX A
Distribution Agreement • December 21st, 2020 • Pacer Funds Trust

Pacer Trendpilot® US Large Cap ETF Pacer Trendpilot® US Mid Cap ETF Pacer Trendpilot® 100 ETF Pacer Trendpilot® European Index ETF Pacer Autopilot Hedged European Index ETF Pacer US Export Leaders ETF Pacer International Export Leaders ETF Pacer Global Cash Cows Dividend ETF Pacer US Cash Cows 100 ETF Pacer Developed Markets International Cash Cows 100 ETF Pacer US Small Cap Cash Cows 100 ETF Pacer WealthShield ETF Pacer Benchmark Hotel & Lodging Real Estate SCTR℠ ETF Pacer Benchmark Apartments & Residential Real Estate SCTR℠ ETF Pacer Benchmark Healthcare Real Estate SCTR℠ ETF Pacer Benchmark Industrial Real Estate SCTR℠ ETF Pacer Benchmark Data & Infrastructure Real Estate SCTR℠ ETF Pacer Military Times Best Employers ETF Pacer CFRA-Stovall Equal Weight Seasonal Rotation ETF Pacer CFRA-Stovall Global Seasonal Rotation ETF Pacer Trendpilot® International ETF Pacer Trendpilot® Fund of Funds ETF Pacer US Cash Cows Growth ETF Pacer Cash Cows Fund of Funds ETF Pacer Emerging Markets Cash

APPENDIX A to the DISTRIBUTION AGREEMENT Dated May 26, 2015 between PACER FUNDS TRUST and PACER FINANCIAL, INC. As Amended November 16, 2016
Distribution Agreement • December 12th, 2016 • Pacer Funds Trust

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on their behalf by their duly authorized officers as of the date set forth above.

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FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • August 28th, 2017 • Pacer Funds Trust

THIS FOURTH AMENDMENT dated as of June 1, 2017, to the Fund Accounting Servicing Agreement dated as of May 26, 2015, as amended July 14, 2015 and November 25, 2015 and November 16, 2016 (the "Agreement"), is entered into by and between PACER FUNDS TRUST, a Delaware statutory trust (the "Trust"), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

to the INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 29th, 2018 • Pacer Funds Trust

The Trust will pay to the Adviser as compensation for the Adviser’s services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund in accordance with the following fee schedule:

ADVISORY FEE WAIVER AGREEMENT
Advisory Fee Waiver Agreement • February 26th, 2024 • Pacer Funds Trust

This ADVISORY FEE WAIVER AGREEMENT (this “Agreement”) is made effective as of the 1st day of November, 2023, by and between Pacer Advisors, Inc. (the “Adviser”) and Pacer Funds Trust (the “Trust”), on behalf of each of its series from time to time set forth in Schedule A attached hereto (each a “Fund”). The Trust and the Adviser are referred to herein as the “Parties.”

PACER FUNDS TRUST THIRD AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 12th, 2016 • Pacer Funds Trust

THIS THIRD AMENDMENT dated as of November 16, 2016, to the Fund Accounting Servicing Agreement dated as of May 26, 2015, as amended July 14, 2015 and November 25, 2015 (the “Agreement”), is entered into by and between PACER FUNDS TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • August 28th, 2017 • Pacer Funds Trust
SCHEDULE A to the INVESTMENT ADVISORY AGREEMENT Dated May 26, 2015 between PACER FUNDS TRUST and PACER ADVISORS, INC. As Amended September 24, 2015
Investment Advisory Agreement • September 25th, 2015 • Pacer Funds Trust

The Trust will pay to the Adviser as compensation for the Adviser’s services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund in accordance with the following fee schedule:

APPENDIX A to the DISTRIBUTION AGREEMENT Dated May 26, 2015 between PACER FUNDS TRUST and PACER FINANCIAL, INC. As Amended July 5, 2024
Distribution Agreement • July 5th, 2024 • Pacer Funds Trust

Pacer Trendpilot® US Large Cap ETF Pacer Trendpilot® US Mid Cap ETF Pacer Trendpilot® 100 ETF Pacer Trendpilot® European Index ETF Pacer Autopilot Hedged European Index ETF Pacer US Export Leaders ETF Pacer International Export Leaders ETF Pacer Global Cash Cows Dividend ETF Pacer US Cash Cows 100 ETF Pacer Developed Markets International Cash Cows 100 ETF Pacer US Small Cap Cash Cows 100 ETF Pacer WealthShield ETF Pacer Hotel & Lodging Real Estate ETF Pacer Apartments & Residential Real Estate ETF Pacer Healthcare Real Estate ETF Pacer Industrial Real Estate ETF Pacer Data & Infrastructure Real Estate ETF Pacer CFRA-Stovall Equal Weight Seasonal Rotation ETF Pacer CFRA-Stovall Global Seasonal Rotation ETF Pacer Trendpilot® International ETF Pacer Trendpilot® Fund of Funds ETF Pacer US Cash Cows Growth ETF Pacer Cash Cows Fund of Funds ETF Pacer Emerging Markets Cash Cows 100 ETF Pacer Trendpilot Bond ETF Pacer American Energy Independence ETF Pacer CSOP FTSE China A50 ETF Pacer BioThr

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • August 25th, 2023 • Pacer Funds Trust

INVESTMENT SUB-ADVISORY AGREEMENT made as of the 17th day of April, 2023, by and among PACER FUNDS TRUST (the "Trust"), PACER ADVISORS INC. ("Adviser"), and ARISTOTLE PACIFIC CAPITAL, LLC ("Sub-Adviser").

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 11th, 2019 • Pacer Funds Trust

The Trust will pay to the Adviser as compensation for the Adviser’s services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund in accordance with the following fee schedule:

PACER FUNDS TRUST SECOND AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 12th, 2016 • Pacer Funds Trust

THIS SECOND AMENDMENT dated as of November 16, 2016, to the Transfer Agent Servicing Agreement dated as of May 26, 2015, as amended November 25, 2015 (the “Agreement”), is entered into by and between PACER FUNDS TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

PACER FUNDS TRUST THIRD AMENDMENT TO THE
Transfer Agent Servicing Agreement • August 28th, 2017 • Pacer Funds Trust

THIS THIRD AMENDMENT dated as of June 1, 2017, to the Transfer Agent Servicing Agreement dated as of May 26, 2015, as amended November 25, 2015 and November 16, 2016 (the "Agreement"), is entered into by and between PACER FUNDS TRUST, a Delaware statutory trust (the "Trust"), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

APPENDIX A to the DISTRIBUTION AGREEMENT Dated May 26, 2015 between PACER FUNDS TRUST and PACER FINANCIAL, INC. As Amended September 29, 2017
Distribution Agreement • December 8th, 2017 • Pacer Funds Trust

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on their behalf by their duly authorized officers as of the date set forth above.

to the DISTRIBUTION AGREEMENT Dated May 26, 2015 between PACER FUNDS TRUST and PACER FINANCIAL, INC. As Amended December 10, 2018 LIST OF PORTFOLIOS
Distribution Agreement • April 30th, 2019 • Pacer Funds Trust

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed on their behalf by their duly authorized officers as of the date set forth above.

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