UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement.Statement
[ ] Confidential, for useUse of the Commission Only (as permitted by Rule 14a-6(e)(2)).
[X] Definitive Proxy Statement.Statement
[ ] Definitive Additional Materials.Materials
[ ] Soliciting Material Pursuant to § 240.14a-12.under Rule 14a-12
(Name of Registrant as Specified In Its Charter)(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
| | |
(1) Title of each class of securities to which transaction applies: |
(2) Aggregate number of securities to which transaction applies: |
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) Proposed maximum aggregate value of transaction: |
(5) Total fee paid: |
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
| | |
(1) Amount Previously Paid: |
(2) Form, Schedule or Registration Statement No.: |
(3) Filing Party: |
(4) Date Filed: |
Proxy Materials
PLEASE CAST YOUR VOTE NOW!
PACER FUNDS TRUST
c/o U.S. Bank Global Fund Services
615 East Michigan Street
Milwaukee, WI 53202
October 15, 2021
Dear Shareholder:
As a fund shareholder in one or more of the following funds:
| | | | | |
Pacer Trendpilot® US Large Cap ETF | Pacer BioThreat Strategy ETF |
Pacer Trendpilot® US Mid Cap ETF | Pacer Lunt Large Cap Alternator ETF |
Pacer Trendpilot® 100 ETF | Pacer Lunt MidCap Multi-Factor Alternator ETF |
Pacer Trendpilot® European Index ETF | Pacer Lunt Large Cap Multi-Factor Alternator ETF |
Pacer Global Cash Cows Dividend ETF | Pacer American Energy Independence ETF |
Pacer US Cash Cows 100 ETF | Pacer Salt High truBeta US Market ETF |
Pacer US Export Leaders ETF | Pacer Salt Low truBeta US Market ETF |
Pacer CSOP FTSE China A50 ETF | Pacer Swan SOS Conservative (December) ETF |
Pacer Benchmark Industrial Real Estate SCTRSM ETF
| Pacer Swan SOS Conservative (April) ETF |
Pacer Benchmark Data & Infrastructure Real Estate SCTRSM ETF
| Pacer Swan SOS Conservative (July) ETF |
Pacer Emerging Markets Cash Cows 100 ETF | Pacer Swan SOS Moderate (December) ETF |
Pacer Wealthshield ETF | Pacer Swan SOS Moderate (April) ETF |
Pacer US Small Cap Cash Cows 100 ETF | Pacer Swan SOS Moderate (July) ETF |
Pacer Developed Markets International Cash Cows 100 ETF | Pacer Swan SOS Flex (December) ETF |
Pacer Trendpilot® US Bond ETF | Pacer Swan SOS Flex (April) ETF |
Pacer Trendpilot® International ETF | Pacer Swan SOS Flex (July) ETF |
Pacer Trendpilot® Fund of Funds ETF | Pacer Swan SOS Fund of Funds ETF |
Pacer CFRA-Stovall Equal Weight Seasonal Rotation ETF | Pacer Metaurus US Large Cap Dividend Multiplier 300 ETF |
Pacer US Cash Cows Growth ETF | Pacer Metaurus US Large Cap Dividend Multiplier 400 ETF |
Pacer Cash Cows Fund of Funds ETF | |
(each, a “Fund,” and together, the “Funds”), you are invited to attend a special shareholder meeting (the “Special Meeting”) of Pacer Funds Trust (the “Trust”), which will be held at the offices of U.S. Bank Global Fund Services, the Funds’ administrator, located at 615 East Michigan Street, Milwaukee, WI, 53202 on November 15, 2021, at 11:00 AM Central Time. However, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving COVID-19 pandemic. As a result, we may impose additional procedures or limitations on Special Meeting attendees or may decide to hold the Special Meeting in a different location or solely virtually by means of remote communication. We plan to announce any such updates on our proxy website https://vote.proxyonline.com/paceretfs/docs/2021.pdf, and we encourage you to check this website prior to the Special Meeting if you plan to attend. We also encourage you to consider your options to vote by internet, telephone, or mail, as discussed in the enclosed proxy card, in advance of the Special Meeting in the event that, as of November 15, 2021, in-person attendance at the Special Meeting is either prohibited under a federal, state, or local order or contrary to the advice of public health care officials.
Shareholders are being asked to elect one of the Trust’s current Trustees, Colin C. Lake, who was previously appointed by the Board to fill a vacancy on the Board and has served as a Trustee of the Trust since September 16, 2021, and elect one additional nominee, Jane K. Sagendorph, to the Board (the “Nominees”). Ms. Sagendorph is not currently a Trustee of the Trust. The Nominating Committee, made up of all of the Trustees who are not “interested persons” of the Trust (an “Independent Trustee”) as defined in the Investment Company Act of 1940, as amended, has recommended to the Board, and the Board has nominated, Mr. Lake and Ms. Sagendorph, to join the Board as Trustees.
If you are a shareholder of record as of the close of business on September 29, 2021, you are entitled to vote at the Special Meeting and at any adjournment thereof. While you are welcome to join us at the Special Meeting, most shareholders will cast their votes by filling out, signing and returning the enclosed proxy card, voting by telephone, or voting using the internet.
The attached Proxy Statement describes each nominee’s qualifications and the voting process for shareholders. The Board asks that you read it carefully and vote in favor of the nominees. Please return your proxy card in the postage-paid envelope as soon as possible. You also may vote over the Internet or by telephone. Please follow the instructions on the enclosed proxy card to use these methods of voting.
Thank you for your continued support.
Sincerely,
/s/ Joe M. Thomson
Joe M. Thomson
President and Principal Executive Officer
Pacer Funds Trust
(Name of Registrant as Specified in Its Charter)
(Names of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:
(4)Proposed maximum aggregate value of transaction:
(5)Total Fee Paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0‑11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:
March 13, 2023
Dear Shareholder:
The Board of Trustees of the Pacer Pacific Asset Floating Rate High Income ETF (the “Fund”), a series of Pacer Funds Trust (the “Trust”), has scheduled a special meeting (the “Special Meeting”) of shareholders to be held on April 12, 2023, at 10:00 a.m. Central time, at the offices of the Fund’s administrator, U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202.
Pacific Asset Management LLC (“PacificAM”) currently serves as the investment sub-adviser to the Fund. PacificAM is a wholly-owned subsidiary of Pacific Life Insurance Company (“Pacific Life”). In October 2022, Pacific Life entered into a definitive agreement with Aristotle Capital Management, LLC (“Aristotle Capital”), pursuant to which Aristotle Capital will, subject to customary closing conditions, acquire PacificAM (the “Transaction”). The Transaction is expected to be completed by or before the first half of 2023 (the “Closing Date”), at which time PacificAM will become a subsidiary of Aristotle Capital and will be renamed Aristotle Pacific Capital, LLC (“Aristotle Pacific” or the “Sub-Adviser”).
The Special Meeting is being held to seek shareholder approval of the proposal (the “Proposal”) discussed below and in the accompanying Proxy Statement.
PROPOSAL: To approve a new investment sub-advisory agreement among Pacer Advisors, Inc., Aristotle Pacific Capital, LLC, and the Trust, on behalf of the Fund (the “New Investment Sub-Advisory Agreement”). No increase in shareholder fees or expenses is being proposed.
If you are a shareholder of record as of the close of business on March 10, 2023 (the “Record Date”), you are entitled to vote at the Special Meeting and at any adjournment thereof. While you are welcome to join us at the Special Meeting, most shareholders will cast their votes by filling out, signing and returning the enclosed proxy card, voting by telephone, or voting using the internet.
The attached Proxy Statement provides additional information about the Proposal and the voting process for shareholders. The Board asks that you read it carefully and vote in favor of the Proposal. Please return your proxy card in the postage-paid envelope as soon as possible. You also may vote over the Internet or by telephone. Please follow the instructions on the enclosed proxy card to use these methods of voting.
Thank you for your continued support.
Sincerely,
/s/ Joe M. Thomson
Joe M. Thomson
President and Principal Executive Officer
Pacer Funds Trust
Voting is quick and easy. Delay may cause the FundsFund to incur additional expenses to solicit votes for the Meeting. Everything you need is enclosed. To cast your vote:
•PHONE: Call the toll-free number on your proxy card. Enter the control number on your proxy card and follow the instructions.
•INTERNET: Visit the website indicated on your proxy card. Enter the control number on your proxy card and follow the instructions.
•MAIL: Complete the proxy card(s) enclosed in this package. BE SURE TO SIGN EACH CARD before mailing it in the postage-paid envelope.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 15, 2021Pacer Pacific Asset Floating Rate High Income ETF (FLRT)
PACER FUNDS TRUSTa series of Pacer Funds Trust
c/o U.S. Bank Global Fund Services
P.O. Box 701
615 East Michigan Street
Milwaukee, WIWisconsin 53202
To the Shareholders of NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
to be held on April 12, 2023
Pacer Funds Trust (the “Trust”), consisting of the following funds:
| | | | | |
Pacer Trendpilot® US Large Cap ETF | Pacer BioThreat Strategy ETF |
Pacer Trendpilot® US Mid Cap ETF | Pacer Lunt Large Cap Alternator ETF |
Pacer Trendpilot® 100 ETF | Pacer Lunt MidCap Multi-Factor Alternator ETF |
Pacer Trendpilot® European Index ETF | Pacer Lunt Large Cap Multi-Factor Alternator ETF |
Pacer Global Cash Cows Dividend ETF | Pacer American Energy Independence ETF |
Pacer US Cash Cows 100 ETF | Pacer Salt High truBeta US Market ETF |
Pacer US Export Leaders ETF | Pacer Salt Low truBeta US Market ETF |
Pacer CSOP FTSE China A50 ETF | Pacer Swan SOS Conservative (December) ETF |
Pacer Benchmark Industrial Real Estate SCTRSM ETF
| Pacer Swan SOS Conservative (April) ETF |
Pacer Benchmark Data & Infrastructure Real Estate SCTRSM ETF
| Pacer Swan SOS Conservative (July) ETF |
Pacer Emerging Markets Cash Cows 100 ETF | Pacer Swan SOS Moderate (December) ETF |
Pacer Wealthshield ETF | Pacer Swan SOS Moderate (April) ETF |
Pacer US Small Cap Cash Cows 100 ETF | Pacer Swan SOS Moderate (July) ETF |
Pacer Developed Markets International Cash Cows 100 ETF | Pacer Swan SOS Flex (December) ETF |
Pacer Trendpilot® US Bond ETF | Pacer Swan SOS Flex (April) ETF |
Pacer Trendpilot® International ETF | Pacer Swan SOS Flex (July) ETF |
Pacer Trendpilot® Fund of Funds ETF | Pacer Swan SOS Fund of Funds ETF |
Pacer CFRA-Stovall Equal Weight Seasonal Rotation ETF | Pacer Metaurus US Large Cap Dividend Multiplier 300 ETF |
Pacer US Cash Cows Growth ETF | Pacer Metaurus US Large Cap Dividend Multiplier 400 ETF |
Pacer Cash Cows Fund of Funds ETF | |
Notice is hereby given thata registered management investment company organized as a Delaware statutory trust, has called a special meeting of shareholders (the “Special Meeting”) of the shareholders of the Pacer Pacific Asset Floating Rate High Income ETF (the “Fund”), a series of the Trust, willto be held at the offices of U.S. Bank Global Fund Services, the Funds’ administrator, located at 615 East Michigan Street, Milwaukee, WI,Wisconsin 53202, on November 15, 2021,April 12, 2023, at 11:10:00 AMa.m. Central Time.
However, we are sensitivetime for the purpose of considering the following proposal (the “Proposal”) and to the public health and travel concerns our shareholderstransact such other business as may have and recommendations that public health officials may issue in light of the evolving COVID-19 pandemic. As a result, we may impose additional procedures or limitations on Special Meeting attendees or may decide to holdproperly come before the Special Meeting, or any adjournments or postponements thereof:
PROPOSAL: To approve a new investment sub-advisory agreement among Pacer Advisors, Inc., Aristotle Pacific Capital, LLC, and the Trust, on behalf of the Fund (the “New Investment Sub-Advisory Agreement”). No increase in a different locationshareholder fees or solely virtually by meansexpenses is being proposed.
The Board has unanimously approved the New Investment Sub-Advisory Agreement between the Adviser, the Sub-Adviser, and the Trust, on behalf of remote communication. We planthe Fund. However, shareholder approval is required to announce any such updates on our proxy website https://vote.proxyonline.com/paceretfs/docs/2021.pdf, and we encourage you to check this website prior toproceed. The Board believes that the Special Meeting if you plan to attend. We also encourage you to consider your options to vote by internet, telephone, or mail, as discussedProposal is in the enclosed proxy card,best interests of Fund shareholders and recommends that you vote in advancefavor of the Special Meeting in the event that, as of November 15, 2021, in-person attendance at the Special Meeting is either prohibited under a federal, state, or local order or contrary to the advice of public health care officials.Proposal.
At the Special Meeting, shareholdersShareholders of the Funds will be asked to act upon the following proposal, which is more fully described in the accompanying Proxy Statement dated October 15, 2021:
PROPOSAL 1: To approve of the election of two Trustees to serve until his or her successor is elected and qualified.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.
The Trust’s Board of Trustees has fixedrecord at the close of business on September 29, 2021as the record date for the determination of the shareholdersMarch 10, 2023 are entitled to notice of, and to vote at, the Special Meeting and any adjournmentsadjournment(s) thereof.
Please read the accompanying Proxy Statement. Your vote is very important to us regardless of the number of votes you hold. Shareholders who do not expect to attend the Special Meeting are requested tocomplete, sign and promptly return the enclosed proxy cardso that a quorum will be present and a maximum number of shares may be voted for the Fund. In the alternative, please call the toll-free number on your proxy card to vote by telephone or go to the website shown on your proxy card to vote over the internet. Proxies may be revoked prior to the Special Meeting by giving written notice of such revocation to the Secretary of the Trust prior to the Special Meeting, delivering a subsequently dated proxy card by any of the methods described above, or by voting in person at the Special Meeting.
By orderOrder of the Board of Trustees of the Trust:Trustees:
/s/ Joe M. Thomson
Joe M. Thomson
President and Principal Executive Officer
March 13, 2023
October 15, 2021YOUR VOTE IS IMPORTANT – PLEASE VOTE YOUR SHARES PROMPTLY
Shareholders are invited to attend the Meeting in person. Any shareholder who does not expect to attend the Meeting is urged to vote using the touch-tone telephone or internet voting instructions found below or indicate voting instructions on the enclosed proxy card, date and sign it, and return it in the envelope provided, which needs no postage if mailed in the United States. In order to avoid unnecessary expense, we ask your cooperation in responding promptly, no matter how large or small your holdings may be.
PACER FUNDS TRUSTPacer Pacific Asset Floating Rate High Income ETF (FLRT)
a series of Pacer Funds Trust
Important information to help you understand and vote on the Proposal:
While we encourage you to thoroughly read the enclosed Proxy Statement, the following is a brief overview of the Proposal you are being asked to consider. This overview contains limited information and should be read in conjunction with the Proxy Statement.
Questions and Answers
Question: What is this document and why did you send it to me?
Answer: You are receiving these proxy materials because on March 10, 2023 (the “Record Date”) you owned shares of the Pacer Pacific Asset Floating Rate High Income ETF (the “Fund”), a series of Pacer Funds Trust (the “Trust”). We are sending this document to you for your use in deciding whether to approve a new investment sub-advisory agreement between Pacer Advisors, Inc. (the “Adviser”), Aristotle Pacific Capital, LLC (formerly Pacific Asset Management LLC) (“Aristotle Pacific” or the “Sub-Adviser”), and the Trust, on behalf of the Fund, to allow the Sub-Adviser to continue to serve as the investment sub-adviser for the Fund following the change in ownership of the Sub-Adviser. This document includes a Notice of Special Meeting of Shareholders (the “Special Meeting”), a Proxy Statement, and the Proxy Card.
At an in-person meeting of the Trust’s Board of Trustees (the “Board”) held on March 6, 2023, the Board approved the continuation of the Sub-Adviser as the investment sub-adviser to the Fund under a new investment sub-advisory agreement (the “New Investment Sub-Advisory Agreement”), subject to shareholder approval. You have a right to vote on the Proposal and are entitled to be present at and to vote at the Special Meeting. Each share of the Fund is entitled to one vote on the Proposal.
Question: What am I being asked to vote on?
Answer: You are being asked to vote to approve the New Investment Sub-Advisory Agreement between the Adviser, the Sub-Adviser, and the Trust, on behalf of the Fund. The Proposal relates to a change in the equity ownership of the Sub-Adviser. Pacific Asset Management LLC (“PacificAM”) currently serves as the investment sub-adviser to the Fund. PacificAM is a wholly-owned subsidiary of Pacific Life Insurance Company (“Pacific Life”). In October 2022, Pacific Life entered into a definitive agreement with Aristotle Capital Management, LLC (“Aristotle Capital”), pursuant to which Aristotle Capital will, subject to customary closing conditions, acquire PacificAM (the “Transaction”). The Transaction is expected to be completed by or before the first half of 2023 (the “Closing Date”), at which time PacificAM will become a subsidiary of Aristotle Capital and will be renamed Aristotle Pacific Capital, LLC. The change in ownership of PacificAM constitutes a change in control of PacificAM that will trigger the automatic termination of the existing investment sub-advisory agreement between the Trust, on behalf of the Fund, PacificAM, and the Adviser dated as of October 14, 2021 (the “Existing Investment Sub-Advisory Agreement”). If the Fund’s shareholders approve the New Investment Sub-Advisory Agreement, Aristotle Pacific (formerly known as PacificAM) will continue to serve as the Fund’s investment sub-adviser effective upon the close of the Transaction. There are no material differences between the Existing Investment Sub-Advisory Agreement and the proposed New Investment Sub-Advisory Agreement, other than their effective dates.
Question: Who is Aristotle Capital Management, LLC?
Answer: Aristotle Capital, whose principal office is located at 11100 Santa Monica Blvd., Suite 1700, Los Angeles, California 90025, is an investment management organization that specializes in equity and fixed income portfolio management for institutional and advisory clients worldwide. Aristotle Capital is a family of five independent registered investment advisors each with their own investment team all supported by one mid-back office shared services platform. Together with its affiliates, Aristotle Capital had approximately $54.12 billion in combined assets under management as of December 31, 2022.
Question: What will happen if the Fund’s shareholders do not approve the New Investment Sub-Advisory Agreement?
Answer: The Transaction is not contingent on shareholder approval of the New Investment Sub-Advisory Agreement. If the Fund’s shareholders do not approve the New Investment Sub-Advisory Agreement, the Board will take such action as it deems necessary and in the best interests of the Fund and its
shareholders, which may include (i) further solicitation of the Fund’s shareholders to approve either the New Investment Sub-Advisory Agreement or a different, newly proposed investment sub-advisory agreement or (ii) the liquidation of the Fund.
Question: How will my approval of this Proposal affect the management and operation of the Fund?
Answer: Approval of the New Investment Sub-Advisory Agreement is not expected to have any effect on the Fund’s investment policies, strategies, and risks. Bob Boyd, Portfolio Manager and Managing Director of the Sub-Adviser, and Ying Qiu, CFA, Portfolio Manager and Managing Director of the Sub-Adviser, will continue to serve as the primary persons responsible for the day-to-day management of the Fund.
Question:When and where will the Special Meeting be held?
Answer: The Special Meeting will be held on April 12, 2023 at 10:00 a.m. Central time at the offices of U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202.
Question:How will my approval of this Proposal affect the expenses of the Fund?
Answer: Approval of the New Investment Sub-Advisory Agreement by the Fund’s shareholders will not affect the fees or expenses payable by the Fund. Under the New Investment Sub-Advisory Agreement, the Sub-Adviser will continue to be compensated by the Adviser, and not by the Fund.
Question:Are there any material differences between the Existing Investment Sub-Advisory Agreement and the New Investment Sub-Advisory Agreement?
Answer: No. There are no material differences between the Existing Investment Sub-Advisory Agreement and the New Investment Sub-Advisory Agreement, other than the effective dates. Under the New Investment Sub-Advisory Agreement, the Sub-Adviser will continue to provide the same day-to-day portfolio management services to the Fund as it currently provides. The Sub-Adviser is responsible for trading portfolio securities on behalf of the Fund, including selecting broker-dealers to execute purchase and sale transactions, subject to the supervision of the Adviser and the Board.
Question:Has the Board approved the Proposal and how does the Board recommend that I vote?
Answer: Yes. The Board, including a majority of the trustees who are not “interested persons,” as that term is defined under the Investment Company Act of 1940, as amended (the “1940 Act”), has unanimously approved the Proposal set forth herein and recommends that shareholders of the Fund also vote in favor of the Proposal.
Question:Who is Morrow Sodali Fund Solutions?
Answer: Morrow Sodali Fund Solutions is a third-party proxy vendor that the Fund has engaged (at the Sub-Adviser’s expense) to contact shareholders and record proxy votes. In order to hold a shareholder meeting, a quorum must be reached. If a quorum is not attained, the meeting must be adjourned to a future date. Voting your shares immediately will help minimize additional solicitation expenses and prevent the need to call you to solicit your vote.
Question:Who is paying for this proxy mailing and for the other expenses and solicitation costs associated with the Special Meeting?
Answer: The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and solicitation expenses will be paid by the Sub-Adviser. Shareholders will incur no costs associated with either this proxy mailing or for other expenses and solicitation costs associated with the Special Meeting.
Question:What vote is required?
Answer: Approval of the New Investment Sub-Advisory Agreement with the Sub-Adviser requires the affirmative vote of the holders of the “majority of the outstanding voting securities” of the Fund. Under the 1940 Act, a “majority of the outstanding voting securities” is defined as the lesser of: (1) 67% or more of the voting securities of the Fund entitled to vote present in person or by proxy at the Special Meeting, if the holders of more than 50% of the outstanding voting securities entitled to vote thereon are present in person or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Fund entitled to vote thereon.
Question:How do I vote my shares?
Answer: Although you may attend the Special Meeting and vote in person, you do not have to. You can vote your shares by completing and signing the enclosed Proxy Card and mailing the Proxy Card to Morrow Sodali Fund Solutions, the Proxy Tabulator. Please mail your Proxy Card in the postage paid envelope that is provided.
In addition, you may vote through the internet by visiting www.proxyvotenow.com and following the online instructions.
If you simply sign and date the Proxy Card but do not indicate a specific vote, your shares will be voted FOR the Proposal and to grant discretionary authority to the persons named in the card as to any other matters that properly come before the Special Meeting. Abstentions will be treated as votes AGAINST the Proposal.
Shareholders who execute proxies may revoke them at any time before they are voted by: (1) filing a written notice of revocation; (2) timely voting a proxy bearing a later date; or (3) by attending the Special Meeting and voting in person.
Question:Whom should I call for additional information about this Proxy Statement or the Fund?
Answer: If you need any assistance or have any questions regarding the Proposal or how to vote your shares, please call Morrow Sodali Fund Solutions at 1-888-618-1714.
Question:How is a quorum for the Special Meeting established?
Answer: One-third of the Fund’s outstanding shares, present in person or represented by proxy, constitutes a quorum at the Special Meeting. Proxies returned for shares that represent broker non-votes, and shares whose proxies reflect an abstention on any item, are all counted as shares present and entitled to vote for purposes of determining whether the required quorum of shares exists. However, since such shares are not voted in favor of the Proposal, they have the effect of counting as a vote AGAINST the Proposal.
Please complete, sign and return the enclosed Proxy Card. You may vote your proxy in accordance with the instructions set forth on the enclosed Proxy Card.
YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE TODAY.
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
Pacer Pacific Asset Floating Rate High Income ETF (FLRT)
a series of Pacer Funds Trust
c/o U.S. Bank Global Fund Services
615 East Michigan StreetP.O. Box 701
Milwaukee, WI 53202Wisconsin 53201-0701
PROXY STATEMENTTo be held on April 12, 2023
October 15, 2021
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 15, 2021
Introduction
This Proxy Statement is furnished in connection with thea solicitation of proxies made by, and on behalf of, the Board of Trustees (the “Board”) of Pacer Funds Trust (the “Trust”“Trust) and its series, the Pacer Pacific Asset Floating Rate High Income ETF (the “Fund”) of proxies to be voted, and at the special meeting of shareholders of the Trust and any adjournmentadjournments or postponementpostponements thereof (the “Special Meeting”). The Special Meeting will, to be held on April 12, 2023, at 10:00 a.m. Central time, at the offices of the Fund’s administrator, U.S. Bank Global Fund Services, the Funds’ administrator, located at 615 East Michigan Street,Avenue, Milwaukee, WI, 53202 on November 15, 2021, at 11:00 AM Central Time. However, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving COVID-19 pandemic. As a result, we may impose additional procedures or limitations on Special Meeting attendees or may decide to hold the Special Meeting in a different location or solely virtually by means of remote communication. We plan to announce any such updates on our proxy website https://vote.proxyonline.com/paceretfs/docs/2021.pdf, and we encourage you to check this website prior to the Special Meeting if you plan to attend. We also encourage you to consider your options to vote by internet, telephone, or mail, as discussed in the enclosed proxy card, in advance of the Special Meeting in the event that, as of November 15, 2021, in-person attendance at the Special Meeting is either prohibited under a federal, state, or local order or contrary to the advice of public health care officials.
PROPOSAL 1: To approve of the election of two Trustees to serve until his or her successor is elected and qualified.Wisconsin 53202.
Shareholders of record at the close of business on the record date, September 29, 2021established as March 10, 2023 (the “Record Date”), are entitled to notice of, and to vote at, the Special Meeting. This proxy statement is expected to be mailed to shareholders on or about March 21, 2023. The Notice of Special Meeting of Shareholders (the “Notice”), this Proxy Statement and the enclosed Proxy Card areis being mailed to Shareholders on or after October 15, 2021.
The Trust is an open-end management investment company organized as a Delaware statutory trust under the laws of the State of Delaware on August 12, 2014. The Trust currently consists of 48 separate series with different fiscal year-ends, 39 series of which are currently operational. Shareholders of each Fund in the Trust are being solicitedheld to vote on the proposal. Following isfollowing proposal (the “Proposal”) and to transact such other business as may properly come before the Special Meeting or any adjournments or postponements thereof:
PROPOSAL: To approve a listnew investment sub-advisory agreement among Pacer Advisors, Inc., Aristotle Pacific Capital, LLC, and the Trust, on behalf of the current FundsFund (the “New Investment Sub-Advisory Agreement”). No increase in the Trustshareholder fees or expenses is being solicited to vote on the Proposal in this Proxy Statement.
| | | | | |
April 30 Fiscal Year End (the “April 30 FYE Funds”) |
Pacer Trendpilot® US Large Cap ETF | Pacer Developed Markets International Cash Cows 100 ETF |
Pacer Trendpilot® US Mid Cap ETF | Pacer Trendpilot® US Bond ETF |
Pacer Trendpilot® 100 ETF | Pacer Trendpilot® International ETF |
Pacer Trendpilot® European Index ETF | Pacer Trendpilot® Fund of Funds ETF |
Pacer Global Cash Cows Dividend ETF | Pacer CFRA-Stovall Equal Weight Seasonal Rotation ETF |
Pacer US Cash Cows 100 ETF | Pacer US Cash Cows Growth ETF |
Pacer US Export Leaders ETF | Pacer Cash Cows Fund of Funds ETF |
Pacer CSOP FTSE China A50 ETF | Pacer BioThreat Strategy ETF |
Pacer Benchmark Industrial Real Estate SCTRSM ETF
| Pacer Lunt Large Cap Alternator ETF |
Pacer Benchmark Data & Infrastructure Real Estate SCTRSM ETF
| Pacer Lunt MidCap Multi-Factor Alternator ETF |
Pacer Emerging Markets Cash Cows 100 ETF | Pacer Lunt Large Cap Multi-Factor Alternator ETF |
Pacer Wealthshield ETF | Pacer Metaurus US Large Cap Dividend Multiplier 300 ETF |
Pacer US Small Cap Cash Cows 100 ETF | Pacer Metaurus US Large Cap Dividend Multiplier 400 ETF |
October 31 Fiscal Year End (the “October 31 FYE Funds”) |
Pacer American Energy Independence ETF | Pacer Swan SOS Moderate (April) ETF |
Pacer Salt High truBeta US Market ETF | Pacer Swan SOS Moderate (July) ETF |
Pacer Salt Low truBeta US Market ETF | Pacer Swan SOS Flex (December) ETF |
Pacer Swan SOS Conservative (December) ETF | Pacer Swan SOS Flex (April) ETF |
Pacer Swan SOS Conservative (April) ETF | Pacer Swan SOS Flex (July) ETF |
Pacer Swan SOS Conservative (July) ETF | Pacer Swan SOS Fund of Funds ETF |
Pacer Swan SOS Moderate (December) ETF | |
Financial statementsImportant Notice Regarding the Availability of Proxy Materials for the Funds comprisingShareholder Meeting to be Held on April 12, 2023:
To obtain directions to attend the TrustSpecial Meeting, please call 1-888-618-1714. Representatives are included in Annual Reports of eachavailable to assist Monday through Friday, 9 a.m. to 10 p.m. Eastern time. The annual and semi-annual reports to Fund for their various fiscal year-end dates noted above, whichshareholders are mailed to shareholders. Shareholders may obtain copies of the applicable Annual Report or Semi-Annual Reportavailable free of charge by writingcontacting the TrustFund, c/o U.S. Bank Global Fund Services, 615 East Michigan Street,P.O. Box 701, Milwaukee, Wisconsin 53202,WI 53201-0701 or calling (800) 617-0004. The proxy statement for this meeting is available at: https://aboutmyproxy.com/p/FLRT2023.
Background
Pacific Asset Management LLC (“PacificAM”) currently serves as the investment sub-adviser to the Fund. PacificAM is a wholly-owned subsidiary of Pacific Life Insurance Company (“Pacific Life”). In October 2022, Pacific Life entered into a definitive agreement with Aristotle Capital Management, LLC (“Aristotle Capital”), pursuant to which Aristotle Capital will, subject to customary closing conditions, acquire PacificAM (the “Transaction”). The Transaction is expected to be completed by calling toll-freeor before the first half of 2023 (the “Closing Date”), at 1-800-617-0004.which time PacificAM will become a subsidiary of Aristotle Capital and will be renamed Aristotle Pacific Capital, LLC (“Aristotle Pacific” or the “Sub-Adviser”).
PROPOSAL 1 – ELECTION OF TRUSTEES TO THE BOARDThe Board is recommending that shareholders approve the New Investment Sub-Advisory Agreement between the Adviser, the Sub-Adviser, and the Trust, on behalf of the Fund, which would become effective upon the closing of the Transaction. There are no material differences between the New Investment Sub-Advisory Agreement and the Fund’s existing investment sub-advisory agreement with PacificAM, dated as of October 14, 2021 (the “Existing Investment Sub-Advisory Agreement”), except for its effective date. A copy of the New Investment Sub-Advisory Agreement is attached to this Proxy Statement as Exhibit A.
As described in this Proxy Statement, the New Investment Sub-Advisory Agreement is necessary because the Existing Investment Sub-Advisory Agreement will automatically terminate upon the change in control of the Sub-Adviser that is expected to occur by or before the first half of 2023 when Aristotle Capital acquires PacificAM.
The Boardchange in control of the Sub-Adviser is not expected to affect the management of the Fund, as the Fund will continue to be managed by the Sub-Adviser’s investment team currently comprised of Bob Boyd and Ying Qiu. The Sub-Adviser has four members: Joe M. Thomson, Deborah G. Wolk, Jonathan H. Newman, Sr., and Colin C. Lake. Mr. Thomson and Ms. Wolk have served as Trustees since 2014 and 2015, respectively, when each was elected by shareholders. Mr. Lake has served as a Trustee since 2021 and has not been elected by shareholders.
Mr. Newman, Sr., previously elected by shareholders, currently intendsrepresented to retire from the Board and the Adviser that there would be no diminution in the nature, extent or quality of the services provided to the Fund in connection with the implementation of the New Investment Sub-Advisory Agreement.
Because the change in control of PacificAM will result in the termination of the Existing Investment Sub-Advisory Agreement, the Board was required to take action to approve the necessary arrangements for the continued management of the Fund by the end of 2021. Therefore, as part of the Board’s succession planning process resulting from Mr. Newman’s anticipated retirement and the retirement of Dennis J. Ryan as a Trustee on September 16, 2021, the Board determined that it was the appropriate time to consider new Trustees to join the Board.Sub-Adviser.
Accordingly, atAt a meeting of the Nominating CommitteeBoard held on September 15, 2021,March 6, 2023, the Nominating Committee, which consists solelyBoard, including a majority of Trustees who are not “interested persons” of the Trust (“Independent Trustees”)persons,” as that term is defined inunder the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”), considered and recommended Colin C. Lake and Jane K. Sagendorph for electionvoted unanimously to approve the proposed New Investment Sub-Advisory Agreement. The Board also voted unanimously to recommend that shareholders approve the New Investment Sub-Advisory Agreement.
Accordingly, the Fund is seeking shareholder approval to continue to retain Aristotle Pacific (formerly known as additional TrusteesPacificAM) as its investment sub-adviser following the expected change in control by or before the first half of 2023. The Transaction is not contingent on shareholder approval of the Trust,New Investment Sub-Advisory Agreement. If the Fund’s shareholders do not approve the Sub-Adviser as the investment sub-adviser for the Fund, then the Board will have to consider other alternatives for the Fund which may include (i) further solicitation of the Fund’s shareholders to approve either the New Investment Sub-Advisory Agreement or a different, newly proposed investment sub-advisory agreement or (ii) the liquidation of the Fund.
Legal Requirements in Approving the New Investment Sub-Advisory Agreement
The form of the New Investment Sub-Advisory Agreement is attached hereto as Exhibit A. The terms of the New Investment Sub-Advisory Agreement are materially identical to the terms of the Existing Investment Sub-Advisory Agreement with Mr. Lake filling the vacancy causedrespect to services provided by the retirement of Mr. Ryan.Sub-Adviser. The Existing Investment Sub-Advisory Agreement was most recently approved by the Board, of Trustees reviewed the recommendationsincluding a majority of the Nominating Committee in materials presented to them and approved at the Board meetingIndependent Trustees, on September 15, 2021, and by the nominationFund’s initial shareholder on October 19, 2021.
The New Investment Sub-Advisory Agreement and the Existing Investment Sub-Advisory Agreement have identical fee structures. There are no material differences between the two agreements, other than the effective dates of Mr. Lakethe agreements. The material terms of the New Investment Sub-Advisory Agreement and Ms. Sagendorph for election by shareholders (the “Nominees”).
As indicated under “Trustees and Officers”the Existing Investment Sub-Advisory Agreement are described below Mr. Lake and Ms. Sagendorph have extensive experience in the financial services industry. The Trustees believe Mr. Lake and Ms. Sagendorph’s business acumen and understanding of financial issues would enhance the Board’s ability to oversee the operationssection titled “Summary of the Trust.
Section 16(a)New Investment Sub-Advisory Agreement and the Existing Investment Sub-Advisory Agreement.” The New Investment Sub-Advisory Agreement will take effect with respect to the Fund upon shareholder approval and closing of the 1940 Act restrictsTransaction which is expected to occur by or before the Board’s ability to appoint new Trusteesfirst half of 2023.
History of the Fund
The Fund is the successor to the Board unless immediately after such appointment at least two-thirdsPacific Global Senior Loan ETF, a series of Pacific Global ETF Trust, as a result of the Trustees then holding office have been elected by shareholdersreorganization of the Trust. Presently, three-quarterspredecessor fund into the Fund at the close of business on October 22, 2021. In addition, the Pacific Global Senior Loan ETF was the successor to the investment performance of AdvisorShares Pacific Asset Enhanced Floating Rate ETF, a series of AdvisorShares Trust, as a result of the Trusteesreorganization of the series of AdvisorShares Trust into a series of Pacific Global ETF that occurred on the Board have been electedDecember 27, 2019. The Pacific Global Senior Loan ETF was managed by shareholders. By having the Nominees electedPacific Global Advisors LLC and sub-advised by shareholders now, the Board will continue to be able to appoint new Trustees in the future without the time and expense of conducting additional shareholder meetings. Accordingly, at this time, Ms. Sagendorph will not be ablePacificAM. PacificAM continued to serve as a Trustee unless elected by shareholders.
Required Vote
The election of the Nominees will be voted upon separately by shareholders of the Funds of the Trust in the aggregate; that is, regardless ofinvestment sub-adviser to the Fund in which you are a shareholder, you havefollowing the right to vote for or to withhold your vote for each Nominee on a one vote-per-share basis without differentiation between the separate Funds. The Nominees will be elected as Trustees of the Trust if they receive a plurality of the votes cast by all shares of the Trust to be voted in the aggregate. In essence, this means that the two Nominees for election receiving the most affirmative votes cast at the Special Meeting will be elected to the Board of the Trust. The Nominees have indicated that they are able and willing to serve as Trustees and, if elected, will serve as Trustees until each dies, resigns, is declared bankrupt or incompetent by a court of appropriate jurisdiction, or is removed, or, if sooner, until the election and qualification of his/her successor. If for any reason the Nominees become unable to serve before the Special Meeting, proxies will be voted for a substitute nominated by the Board unless you instruct otherwise.
The Board recommends that the Trust’s shareholders elect the Nominees as Trustees ofreorganization into the Trust.
Trustees and OfficersInformation about the Adviser
The BoardAdviser is responsible for the overall management of the Trust, including general supervision and review of thea registered investment activities of the Funds. The Board, in turn, elects the officers of the Trust, who are responsible for the day-to-day operations of the Trust and its separate series. The current Trustees and executive officers of the Trust, their birth dates, positionsadviser with the Trust, terms of office with the Trust and length of time served, their principal occupations during the past five years and other directorships are set forth in the table below.The address of each Trustee and officer of the Trust, unless otherwise indicated below, is c/o Pacer Advisors, Inc.,offices located at 500 Chesterfield Parkway, Malvern, Pennsylvania 19355. The Adviser has managed exchange-traded funds since 2015. For the services it provides to the Fund, the Fund pays the Adviser a management fee, which is calculated daily and paid monthly, at an annual rate of 0.60% of the Fund’s average daily net assets.
The following table sets forth the name, position and principal occupation of each current director and principal officer of the Adviser, each of whom is located at the Adviser’s principal office location. | | | | | |
| Name | Position/Principal Occupation |
| Joe Thomson | President |
| JoAnn Thomson | Treasurer/Secretary |
| Ashlee Bradbard | Senior Vice President |
| Kimberly Zeller | Vice President |
| Sean O’Hara | Director |
| John Donegan | Chief Compliance Officer |
Information about Pacific AM and Aristotle Pacific
PacificAM is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended. PacificAM’s principal office is located at 840 Newport Center Drive, 7th Floor, Newport Beach, CA 92660. Aristotle Pacific’s principal office is located at 840 Newport Center Drive, 7th Floor, Newport Beach, CA 92660. As a result of the Transaction and on the Closing Date, PacificAM will become a subsidiary of Aristotle Capital, will be renamed Aristotle Pacific Capital, LLC, and will no longer be an affiliate of Pacific Life Insurance Company. Following the Closing Date, Aristotle Pacific will maintain PacificAM’s investment approach, business focus, and high level of client service, while being better position to achieve additional scale.
The following table sets forth the name, position and principal occupation of each current director and principal officer of PacificAM, each of whom is located at PacificAM’s principal office location.
| | | | | |
Name and Year of Birth | Position(s) Held with the Trust | Term of Office and Length of Time Served | Position/Principal Occupation(s) During Past 5 Years | Number of Portfolios in Fund Complex Overseen By Trustee* | Other Directorships held by TrusteeDuring Past Five Years
Occupation |
Interested TrusteeDominic D. Nolan | Chief Executive Officer |
Joe M. Thomson
Born: 1944James P. Leasure | Trustee, Chairman, President, and Principal Executive Officer | Indefinite Term; since 2014 | Founder/President at Pacer Advisors, Inc. (since 2005) | 48 | Senior Managing Director First Cornerstone Bank (2000–2016) |
Independent TrusteesCarol E. Rumsey | AVP, Chief Compliance Officer |
Deborah G. Wolk
Born: 1950
Joshua B. Schwab | Lead Independent Trustee | Indefinite Term; since 2015 | Self-employed providing accounting services and computer modeling (since 1997) | 48 | NoneAVP, Operations |
Jonathan H. Newman, Sr.
Born: 1962Joseph G. Lallande | Trustee | Indefinite Term; since 2015 | CEO and Chairman, Newman WineAVP, Assistant General Counsel & Spirits (since 2007) | 48 | None |
Nominees for Independent Trustee |
Jane K. Sagendorph
Born: 1951 | None | N/A | Accountant, BluFish Designs (since 2011) | N/A | None |
Colin C. Lake**
Born: 1971 | Trustee | Indefinite Term; since 2021 | President, Developing the Next Leaders (since 2016) | 48 | None |
*There are 48 separate series registered by the Trust. As of September 29, 2021, 39 series were operational. |
** Mr. Lake currently serves as a Trustee of the Trust and has served in that capacity since originally appointed.Assistant Secretary |
The following table sets forth the name, position and principal occupation of the individuals who will serve as directors and principal officers of Aristotle Pacific following the closing of the Transaction, each of whom is located at Aristotle Pacific’s principal office location.
| | | | | |
| Name | | | | | Position/Principal Occupation |
Name and Year of BirthDominic D. Nolan | Position(s) Held with Funds | Term of Office and Length of Time Served | Principal Occupation(s) During Past Five YearsChief Executive Officer |
Joe M. Thomson
Born: 1944James P. Leasure | Trustee, Chairman, President, and Principal Executive Officer | Indefinite Term;
since 2014 | Founder/President, Pacer Advisors, Inc. (since 2005); President and Chief Compliance Officer, Pacer Financial, Inc. (since 2004)Senior Managing Director |
SeanCarol E. O’Hara
Born: 1962 | Treasurer and Principal Financial Officer | Indefinite Term;
since 2014 | Director, Index Design Group (since 2015); Director, Pacer Financial, Inc. (since 2007); Director, Pacer Advisors, Inc. (since 2007) |
Bruce Kavanaugh
Born: 1964 | Secretary and Portfolio Manager | Indefinite Term; since 2016 | Vice President, Pacer Advisors, Inc. (since 2005); Vice President, Pacer Financial, Inc. (since 2004) |
Justin Dausch
Gateway Corporate Center, Suite 216
223 Wilmington West Chester Pike
Chadds Ford, PA 19317
Born: 1990Rumsey | Chief Compliance Officer and AML |
| Joshua B. Schwab | Chief Financial Officer & Chief Operating Officer |
| Joseph G. Lallande | Indefinite Term; since 2021 | Director, Vigilant, since 2017; Compliance Associate, HSBC (investment banking company), 2015-2017General Counsel |
4Compensation Paid to PacificAM
Under the Existing Investment Sub-Advisory Agreement, the Adviser pays PacificAM the following percentages of net profits as a sub-advisory fee: 40% on assets up to $500 million; 50% on assets of more than $500 million. Net profits of the Fund are defined as the amount of the management fee of the Fund less the sum of: (i) a fee of 0.10% of the Fund's total assets; and (ii) the Fund's fees and expenses related to operating the Fund. The Trust has two fiscal year ends: October 31 and April 30. The Board met four times duringmanagement fee structure under the New Investment Sub-Advisory Agreement will be identical to the management fee structure under the Existing Investment Sub-Advisory Agreement. For the fiscal year ended October 31, 2020. The Board met four times during the fiscal yearperiod ended April 30, 2021. During2022, the fiscal year, allAdviser paid $4,317 in sub-advisory fees (which equates to 0.01% of the incumbent Trustees attended 100%Fund’s average daily net assets) to PacificAM for its services provided to the Fund.
Summary of the Board meetingsNew Investment Sub-Advisory Agreement and the meetingsExisting Investment Sub-Advisory Agreement
A copy of the Board Committees on which they served. The Funds do not have annual shareholder meetings; therefore, the Funds do not have a policy regarding Trustee attendance at annual shareholder meetings.
Trust Committees
The Trust has two standing committees: the Audit Committee and Nominating Committee.
The Nominating Committee, comprised of all the Independent Trustees,New Investment Sub-Advisory Agreement is responsible for seeking and reviewing candidates for consideration as nominees for Trustees. The Committee meets on an as needed basis. The Nominating Committee will accept and review shareholder nominations for Trustees, which may be submitted to the Trust by sending the nomination to the Trust’s Secretary, c/o Pacer Advisors, Inc., 500 Chesterfield Parkway, Malvern, Pennsylvania 19355. During the fiscal year ended October 31, 2020, the Nominating Committee met one time. During the fiscal year ended April 30, 2021, the Nominating Committee met two times.
The Nominating Committee has adopted a formal charter, a copy of which is attached hereto as Exhibit A. The Nominating Committee considers Trustee candidates recommended by shareholders and evaluates such nominees infollowing description is only a summary. However, all material terms of the same manner as it evaluates nominees identified by the Nominating Committee. Because the Trust does not hold regular annual shareholder meetings, no formal policy or proceduresNew Investment Sub-Advisory Agreement have been established with respect to shareholder submission of Trustee candidates for consideration by the Nominating Committee.included in this summary. The Nominating Committee considers candidates from various sources, including, but not limited to, candidates recommended by Trustees, shareholders, officers, advisers, and service providers of the Trust. Although the Nominating Committee does not have a formal policy with regard to consideration of diversity in identifying potential nominees, the Nominating Committee may consider whether a potential nominee’s professional experience, education, skills, and other individual qualities and attributes would provide beneficial diversity of skills, experience, or perspective to the Board’s membership and collective attributes. Such considerations will vary based on the Board’s existing membership and other factors, such as the strength of a potential nominee’s overall qualifications relative to diversity considerations.
The Audit Committee is comprised of all of the Independent Trustees. The function of the Audit Committee is to review the scope and results of the annual audit of the Funds and any matters bearing on the audit or a Fund’s financial statements and to ensure the integrity of the Funds’ financial reporting. The Audit Committee also recommends to the Board of Trustees the annual selection of the independent registered public accounting firm for the Funds and it reviews and pre-approves audit and certain non-auditinvestment sub-advisory services to be provided by the independent registered public accounting firm. DuringSub-Adviser and the fiscal year ended October 31, 2020,fee structure under the Audit Committee met three times. DuringNew Investment Sub-Advisory Agreement are identical to the services currently provided by the Sub-Adviser and the fee structure under the Existing Investment Sub-Advisory Agreement.
Duration and Termination. The New Investment Sub-Advisory Agreement, like the Existing Investment Sub-Advisory Agreement, will remain in effect for an initial period of two years, unless sooner terminated. After the initial two-year period, the New Investment Sub-Advisory Agreement shall continue in effect thereafter for successive periods of twelve months so long as such continuation is specifically approved at least annually by the Board.
Both the Existing Investment Sub-Advisory Agreement and the New Investment Sub-Advisory Agreement may be terminated at any time, without the payment of any penalty, by the Board, by the vote of a majority of the outstanding voting securities of the Trust, or by the vote of a majority of the outstanding voting securities of the Fund, upon sixty (60) days’ prior written notice to the other parties, or by the Adviser or the Sub-Adviser if either the Adviser or the Sub-Adviser shall materially breach the Agreement and Adviser or Sub-Adviser has been provided written notice and where such breach remains uncured for
a period of sixty (60) days following such notice. In the event that the Trust terminates the Investment Advisory Agreement, the sub-advisory agreement shall terminate concurrently with such termination.
Sub-Advisory Services. Both the Existing Investment Sub-Advisory Agreement and the New Investment Sub-Advisory Agreement require that the Sub-Adviser manage all of the securities and other assets of the Fund, including the purchase, retention and disposition of Fund assets, in accordance with the Fund’s investment objective, guidelines, policies and restrictions, subject to the supervision of the Adviser and the Board. Under the both the Existing Investment Sub-Advisory Agreement and the New Investment Sub-Advisory Agreement, the Sub-Adviser determines the portfolio assets to be purchased or sold by the Fund and places orders with or through broker dealers selected by the Sub-Adviser.
Management Fees. The Fund’s sub-advisory fee will not change as a result of the approval of the Proposal. Both the Existing Investment Sub-Advisory Agreement and the New Investment Sub-Advisory Agreement provide that for the Sub-Adviser’s services, the Sub-Adviser is paid a fee by the Adviser, which is calculated based on the percentages of net profits as a sub-advisory fee, as described above in “Compensation Paid to PacificAM.”
Brokerage Policies. Both the Existing Investment Sub-Advisory Agreement and the New Investment Sub-Advisory Agreement authorize the Sub-Adviser to select the brokers or dealers that will execute the purchases and sales of securities of the Fund. Both the Existing Investment Sub-Advisory Agreement and the New Investment Sub-Advisory Agreement direct the Sub-Adviser to place orders for the purchase or sale of securities at such prices and commission rates as are consistent with its obligation to seek best execution of such transactions. Under both the Existing Investment Sub-Advisory Agreement and the New Investment Sub-Advisory Agreement, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has been or will be furnishing research or other information or services which assist the Sub-Adviser’s performance of its investment decision-making responsibilities generally, provided that the commission cost is reasonable in relation to the brokerage and research services provided. For the fiscal year ended April 30, 2021,2022, the Audit Committee met four times.Fund did not pay commissions on portfolio brokerage transactions to brokers who may be deemed to be affiliated persons of the Fund, the Fund’s distributor, the Sub-Adviser, or any affiliated persons of such persons.
Additionally,Payment of Expenses. Both the Existing Investment Sub-Advisory Agreement and the New Investment Sub-Advisory Agreement provide that the Sub-Adviser will pay all of the costs and expenses incurred by it in connection with the sub-advisory services provided for the Fund. The Sub-Adviser will not be required to pay the costs and expenses associated with purchasing securities, commodities, and other investments for the Fund (including brokerage commissions and other transaction or custodial charges).
Other Provisions. Both the Existing Investment Sub-Advisory Agreement and the New Investment Sub-Advisory Agreement provide that in the absence of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of the reckless disregard of its duties under the agreement on the part of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Trust hasor the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services under the agreement or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
Board Recommendation of Approval
The Board believes that the terms and conditions of the New Investment Sub-Advisory Agreement are fair to, and in the best interests of, the Fund and its shareholders. The Board believes that, upon shareholder approval of the Proposal, the Sub-Adviser will provide at least the same level of services that it currently provides under the Existing Investment Sub-Advisory Agreement. The Board was presented with information demonstrating that the New Investment Sub-Advisory Agreement would enable the Fund’s shareholders to continue to obtain quality services at a Fair Value Pricing Committee, appointedcost that is fair and reasonable.
In the course of their review, the Trustees considered their fiduciary responsibilities with regard to all factors deemed to be relevant to the Fund. The Board also considered other matters, including, but not limited to the following: (1) the quality of services provided to the Fund in the past by the Sub-Adviser compared to the quality of services expected to be provided to the Fund with the Sub-Adviser as the investment sub-adviser going forward; (2) the Fund’s performance; (3) the fact that there are no material differences between the terms of the New Investment Sub-Advisory Agreement and the terms of the Existing Investment Sub-Advisory Agreement; (4) the fact that the Sub-Adviser’s portfolio managers will continue to manage the Fund; (5) the fact that the fee structure under the New Investment Sub-Advisory Agreement will be identical to the fee structure under the Existing Investment Sub-Advisory Agreement; and (6) other factors deemed relevant.
The Board also evaluated the New Investment Sub-Advisory Agreement in light of information it had requested and received from the Sub-Adviser prior to the March 6, 2023 Board meeting and the information they had received in connection with their most recent consideration of the Existing Investment Sub-Advisory Agreement. Below is a summary of the material factors considered by the Board comprised of certain officers ofin its deliberations as to whether to approve the Trust and employees of Pacer Advisors, Inc. (the “Adviser”). The Fair Value Pricing Committee is responsible for valuing securities held by the Funds for which current and reliable market quotations are not readily available.
Additional Information Concerning the Board of Trustees
The Role of the Board
The management and affairs of the Trust and its series are overseen by a Board of Trustees. The Board elects the officers of the Trust who are responsible for administering the day-to-day operations of the TrustNew Investment Sub-Advisory Agreement and the Funds. The Board has approved contracts, as described below, under which certain companies provide essential services toBoard’s conclusions. In their deliberations, the Trust.
Like most ETFs,Trustees did not rank the day-to-day businessimportance of the Trust, including the managementany particular piece of risk, is performed by third party service providers, such as the Adviser, the sub-advisers, the Funds’ principal underwriter, and the Funds’ administrator. The Trustees are responsible for overseeing the Trust’s service providers and, thus, have oversight responsibility with respect to risk management performed by those service providers. Risk management seeks to identify and address risks, i.e., eventsinformation or circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance or reputation of the Funds. The Funds andfactor considered, but considered these matters in their servicetotality.
providers employ a varietyNature, Extent and Quality of processes, proceduresServices to be Provided by the Sub-Adviser. The Board reviewed the scope of services provided by the Sub-Adviser under the New Investment Sub-Advisory Agreement. In this regard, the Trustees reviewed Fund’s investment goal and controlsinvestment strategy, and the Sub-Adviser’s ability to identify variousimplement such investment goal and/or investment strategy, including, but not limited to, trading practices. With respect to sub-advisory services to be provided by the Sub-Adviser, the Board noted that Sub-Adviser has assets allocated to it by the Adviser and considered the Sub-Adviser’s ability to ensure compliance with the Fund’s strategies, policies, and limitations. The Trustees also considered the successful performance of those possible events or circumstances,the Sub-Adviser in managing the predecessor fund to lessen the probability of their occurrence and/orFund and compared such performance to mitigatecomparable funds managed by other investment advisers (the “Peer Group”). In addition, the effects of such events or circumstances if they do occur. Each service providerTrustees reviewed the management team at the Sub-Adviser that is responsible for one or more discrete aspectsmanaging the Fund, including staffing, skills and compensation program, and considered various other portfolios advised by the Sub-Adviser and any potential conflicts. The Trustees also considered the reputation of the Sub-Adviser in the industry and the potential impact that might have on investment interest in the Fund. The Board also considered a report from the Trust’s business (e.g.,Chief Compliance Officer regarding the Adviser, or applicable sub-adviser, is responsible forSub-Adviser’s compliance program as such relates to the day-to-day managementoperation of the Funds’Fund.
Based on its review, the Board determined that the Sub-Adviser is capable of providing all necessary Sub-Advisory services required by the Fund, as indicated by the Sub-Adviser’s management capabilities, the professional qualifications and experience of its portfolio investments)management personnel and consequently, for managing the risks associatedperformance of the predecessor fund to the Fund relative to the Peer Group and other products managed by the Sub-Adviser with that business.similar investment objectives and strategies as the Fund. The Board has emphasizedalso considered other services provided to the Funds’ service providersFund by the importanceSub-Adviser, where relevant, such as selecting broker-dealers for executing portfolio transactions, monitoring adherence to the Fund’s investment restrictions, and monitoring compliance with various policies and procedures and with applicable securities regulations.
Based on the factors above, as well as those discussed below, the Board concluded, within the context of maintaining vigorous risk management.
The Board is responsible for overseeingits full deliberations, that it was satisfied with the nature, extent and quality of the services provided and to be provided to the FundsFund by the Sub-Adviser.
Costs and Benefits of Sub-Adviser’s Services to be Provided to the Fund. The Board noted that the Sub-Advisory fees paid to Sub-Adviser are paid by the Adviser and sub-adviserswould not be additional fees to be borne by Fund. The Board also noted that the Sub-Advisory fees were the product of arms-length negotiations between the Adviser and receivesSub-Adviser. In considering the Sub-Advisory fees payable by the Adviser to Sub-Adviser, the Board evaluated the compensation and benefits received or likely to be received by the Sub-Adviser from the Adviser relating to the services provided to the Fund. Based on the factors above, as well as those discussed below, the Board concluded, within the context of its full deliberations, that the Sub-Advisory fees payable to Sub-Adviser under the New Investment Sub-Advisory Agreement with the Adviser were reasonable in light of the nature and quality of the services rendered and, where relevant, expected to be rendered by the Sub-Adviser.
Economies of Scale. The Board also reviewed and considered the extent to which economies of scale would be realized by the Sub-Adviser as the assets of the Fund may grow in the future
Overall Findings and Conclusions of the Board. Based on its deliberations and its evaluation of the information about thosedescribed above as it relates to the Fund, at the Meeting, the Board, including the Independent Trustees: (a) concluded that the terms of the New Investment Sub-Advisory Agreement with respect to the Fund are fair and reasonable; (b) concluded that the Sub-Adviser’s fees are reasonable in light of the nature and quality of the services expected to be rendered to the Fund by the Sub-Adviser; and (c) agreed to approve the New Investment Sub-Advisory Agreement. In its deliberations at the Meetings, the Board did not identify any particular factor (or conclusion with respect thereto) or single piece of information that was all-important, controlling or determinative of its regular meetings. In addition, ondecision, but considered all of the factors together, and each Trustee may have attributed different weights to the various factors (and conclusions with respect thereto) and information.
Other Legal Requirements under the 1940 Act
Section 15(f) of the 1940 Act provides a safe harbor to an annual basis (followinginvestment adviser of a registered investment company that, when a transaction occurs that results in the initial two-year period for new Funds),assignment of an investment advisory contract with a registered investment company, such as the proposed change in control of the Sub-adviser, the investment adviser or any of its affiliated persons are permitted to receive any amount or benefit in connection with its consideration of whether to renewthe transaction as long as two conditions are satisfied.
The first condition specifies that no “unfair burden” may be imposed on an investment company managed by the investment advisory agreement with the Adviser, and sub-advisory agreements with the sub-advisers, the Board meets with the Adviser and/or sub-advisers to review such services. Among other things, the Board regularly considers the Adviser’s adherence to the Funds’ investment restrictions and compliance with various Fund policies and procedures and with applicable securities regulations. The Board also reviews information about each Fund’s performance and each Fund’s investments, including, for example, portfolio holdings schedules.
The Trust’s Chief Compliance Officer (“CCO”) reports regularly to the Board to review and discuss compliance issues and Fund and Adviser risk assessments. At least annually, the Trust’s CCO, provides the Board with a report reviewing the adequacy and effectiveness of the Trust’s policies and procedures and those of its service providers, including the Adviser and sub-advisers. The report addresses the operation of the policies and procedures of the Trust and each service provider since the date of the last report; any material changes to the policies and procedures since the date of the last report; any recommendations for material changes to the policies and procedures; and any material compliance matters since the date of the last report.
The Board receives reports from the Funds’ service providers regarding operational risks and risks related to the valuation and liquidity of portfolio securities. Annually, the independent registered public accounting firm reviews with the Audit Committee its audit of each Fund’s financial statements, focusing on major areas of risk encountered by the Funds and noting any significant deficiencies or material weaknesses in the Funds’ internal controls. Additionally, in connection with its oversight function, the Board oversees Fund management’s implementation of disclosure controls and procedures, which are designed to ensure that information required to be disclosed by the Trust in its periodic reports with the Securities and Exchange Commission are recorded, processed, summarized, and reported within the required time periods. The Board also oversees the Trust’s internal controls over financial reporting, which comprise policies and procedures designed to provide reasonable assurance regarding the reliability of the Trust’s financial reporting and the preparation of the Trust’s financial statements.
From their review of these reports and discussions with the Adviser, the sub-advisers, the CCO, the independent registered public accounting firm and other service providers, the Board and the Audit Committee oversee efforts by management and service providers to manage risks to which a Fund may be exposed.
The Board recognizes that not all risks that may affect a Fund can be identified and/or quantified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (suchadviser as investment-related risks) to achieve a Fund’s goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Trustees as to risk management matters are typically summaries of the relevant information. Most of the Funds’ investment management and business affairs are carried out by or through the Adviser, sub-advisers, and other service providers, each of which has an independent interest in risk management but whose policies and the methods by which one or more risk management functions are carried out may differ from a Fund’s and each other’s in the setting of priorities, the resources available or the effectiveness of relevant controls. As a result of the foregoing and other factors, the Board’s ability to monitor and manage risk, as a practical matter, is subject to limitations.
Board Leadership Structure
The Board has structured itselftransaction, or any express or implied terms, conditions or understandings. As defined in a manner that it believes allows it to perform its oversight function effectively. It has established two standing committees, a Nominating Committee and an Audit Committee. There are four membersSection 15(f)(2)(B) of the Board of Trustees, three of whom are not interested persons of the Trust, as that term is defined in the 1940 Act, (“Independent Trustees”).the term “unfair burden” includes any arrangement during the two-year period after the date on which the transaction occurs whereby the investment adviser (or its predecessor or successor investment adviser) or any interested person of any such adviser receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company. The Nominating Committee and Audit Committee are comprised entirelyTrust is not aware of Independent Trustees, and each committee is chaired byany arrangement relating to the Transaction that might result in the imposition of an Independent Trustee. The Chairperson“unfair burden” on the Fund as a result of the Transaction. In addition, the Adviser has represented that, for a minimum of two years from the
Boarddate of the Transaction, the Adviser will use commercially reasonable efforts, subject to compliance with its fiduciary duties, to ensure that no “unfair burden” will be imposed on the Fund as a result of the Transaction.
The second condition specifies that, during the three-year period immediately following the transaction, at least 75% of an investment company’s board of trustees must be composed of Independent Trustees (i.e., not “interested persons” of the investment adviser to the registered investment company as that term is an Interested Trustee.defined under the 1940 Act). The Board reviews its structurecurrently meets this 75% requirement and is expected to meet this requirement for the structure of its committees annually. required three-year period.
Vote Required
The Board has determined that the leadership structure, the compositionTransaction is not contingent on shareholder approval of the Board, andNew Investment Sub-Advisory Agreement. Approval of the function and compositionNew Investment Sub-Advisory Agreement in order to re-engage the Sub-Adviser as the investment sub-adviser for the Fund requires the affirmative vote of its various committees are appropriate means to address any potential conflicts of interest that may arise.
Board Oversight of Risk Management
The Board’s role in risk oversight begins before the inceptionholders of a Fund, at which time certain“majority of the Funds’ service providersoutstanding voting securities” of the Fund. Under the 1940 Act, a “majority of the outstanding voting securities” is defined as the lesser of: (1) 67% or more of the voting securities of the Fund entitled to vote present in person or by proxy at the Special Meeting, if the holders of more than 50% of the outstanding voting securities entitled to vote thereon are present in person or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Fund entitled to vote thereon.
If the Proposal is not approved by the Fund’s shareholders, the Board with information concerningwill consider alternatives for the investment objectives, strategiesFund and riskstake such action it deems necessary and in the best interest of such Fund and its shareholders, which may include (i) further solicitation of the Funds as well asFund’s shareholders to approve either the New Investment Sub-Advisory Agreement or a different, newly proposed investment limitations forsub-advisory agreement or (ii) the Funds. Additionally, the Funds’ investment adviser and sub-advisers (as applicable) provide the Board with an overview of, among other things, its investment philosophy, brokerage practices and compliance infrastructure. Thereafter, the Board continues its oversight function as various personnel, including the Trust’s CCO, and other service providers such as the Funds’ independent accountants, make periodic reports to the Audit Committee or to the Board with respect to various aspects of risk management. The Board and the Audit Committee oversee efforts by management and service providers to manage risks to which a Fund may be exposed.
Information about Each Trustee’s Qualification, Experience, Attributes or Skills
The Trust has concluded that eachliquidation of the Trustees, including the Nominees, should serve on the Board because of their ability to review and understand information about the Funds provided to them by management, to identify and request other information they may deem relevant to the performance of their duties, to question management and other service providers regarding material factors bearing on the management and administration of the Funds, and to exercise their business judgment in a manner that serves the best interests of each Fund’s shareholders. The Trust has concluded that each of the Trustees, including the Nominees, should serve as a Trustee based on their own experience, qualifications, attributes and skills as described below.Fund.
Nominees
The Trust has concluded that Mr. Lake should serve as Trustee because of his extensive experience in financial services industry sales and experience as a successful entrepreneur. The Trust believes Mr. Lake’s business acumen and understanding of financial issues (including sales) provide an appropriate background in areas applicable to investment company oversight.
The Trust has concluded that Ms. Sagendorph should serve as Trustee because of her extensive experience in the financial services industry as a comptroller of a financial marketing and wholesaling firm, as well as her experience providing accounting services to a small business client. The Trust believes that Ms. Sagendorph’s extensive experience in accounting and finance provides an appropriate background in areas applicable to investment company oversight.
Remaining Trustees
The Trust has concluded that Mr. Thomson should serve as Trustee because of the experience he has gained as Founder and President of Pacer Advisors, Inc., Pacer Financial, Inc., and in his past roles with various registered broker-dealers and investment management firms. In addition, he holds the Certified Financial Planner® (CFP®), Chartered Life Underwriter® (CLU®), Chartered Financial Consultant® (ChFC®), and Chartered Mutual Fund Counselor (CMFC®) designations, the FINRA General Principal’s license, and the Pennsylvania Life & Annuity Insurance license.
The Trust has concluded that Ms. Wolk should serve as Trustee because of the experience she has gained during the past twenty years providing accounting services and computer modeling expertise to small business clients, as well as her prior positions in the corporate finance field. In addition, she holds the Chartered Financial Consultant® (ChFC®) designation. The Trust believes that Ms. Wolk’s extensive experience in accounting and finance provides an appropriate background in areas applicable to investment company oversight.
The Trust has concluded that Mr. Newman should serve as Trustee because of his experience as a successful entrepreneur and as a lawyer. The Trust believes that Mr. Newman’s business acumen and legal expertise provide an appropriate background in areas applicable to investment company oversight.
7THE BOARD RECOMMENDS THAT THE FUND’S SHAREHOLDERS VOTE “FOR” THE PROPOSAL.
OwnershipADDITIONAL INFORMATION
Any Purchases or Sales of Securities
As of September 29, 2021, Mr. Thomson owned between $10,001 and $50,000 worth of Shares of Pacer BioThreat Strategy ETF and over $100,000 worth of Shares of each of Pacer US Cash Cows 100 ETF, Pacer US Small Cap Cash Cows 100 ETF, and Pacer US Export Leaders ETF. No other Trustee owned Shares of the Funds as of September 29, 2021. As of September 29, 2021, the Trustees and officers, as a group, owned approximately 27% of Pacer US Export Leaders ETF, and less than 1% of the Shares of the other Funds.
Compensation
Independent Trustees are paid by the Adviser from the unified management fee paid to the Adviser and not by the Funds. The Independent Trustees each receive a per meeting trustee fee of $1,500, as well as reimbursement for travel and other out-of-pocket expenses incurred in connection with attendance at Board meetings. The Trust has no pension or retirement plan. No officer, director or employee of the Adviser including Mr. Thomson, receives any compensation fromor its Affiliates
Since the Funds for acting as a Trustee or officerbeginning of the Trust. The Trustee compensation information below does not include reimbursed out-of-pocket expenses in connection with attendance at meetings. The following table shows the compensation earned by each Trustee for the Funds’most recently completed fiscal year, ended April 30, 2021 and October 31, 2020.no Trustee has made any purchases or sales of securities of the Adviser or any of its affiliated companies, or the Sub-Adviser or any of its affiliated companies.
| | | | | | | | | | | | | | |
| Fiscal Year End April 30, 2021 | Fiscal Year End October 31, 2020 |
| Name | Aggregate Compensation From Each Fund | Total Compensation From Fund Complex Paid to Trustees | Aggregate Compensation From Each Fund | Total Compensation From Fund Complex Paid to Trustees |
| Interested Trustees | | |
| Joe M. Thomson | $0 | $0 | $0 | $0 |
| Independent Trustees | | |
| Deborah G. Wolk | $0 | $6,000 | $0 | $4,500 |
| Jonathan H. Newman, Sr. | $0 | $6,000 | $0 | $4,500 |
| Colin C. Lake* | $0 | $0 | $0 | $0 |
| *Mr. Lake did not serve as an Independent Trustee during the fiscal years ended April 30, 2021 or October 31, 2020. |
Legal ProceedingsBrokerage Transactions
The Board is not aware of any legal proceedings involving the Nominees that would be material to an evaluationSub-Adviser places all portfolio transactions on behalf of the ability or integrity of the NomineesFund, selects broker-dealers for such transactions, allocates brokerage fees in such transactions and, that would require disclosure under Item 401(f) of Regulation S-K under the Securities Exchange Act of 1934, as amended.where applicable, negotiates commissions and spreads on transactions.
Communication with Trustees
Record Date/Shareholders may send communications directlyEntitled to the Trustees in writing at the address specified above under “Trustees and Officers.”
Information Related to the Audit Committee and the Auditor
Information related to the Audit Committee, including the Audit Committee’s pre-approval policies and procedures, and to the Funds’ independent registered public accounting firm (the “Auditor”) can be found in Exhibit B.
Required Vote
The affirmative voteFund is a separate series, or portfolio, of the Trust, a pluralityDelaware statutory trust and registered investment company under the 1940 Act. The record holders of all outstanding shares of the Trust voting together, and not by separate Fund are entitled to vote one vote per share (and a fractional vote per fractional share) on all matters presented at the Special Meeting or at multiple separate special meetings for each serieswith respect to the Fund, including the Proposal.
Shareholders of the Trust usingFund at the same record date,close of business on March 10, 2023, the Record Date, will be sufficient to elect each Nominee. A plurality vote means that the person receiving the highest number of affirmative votes for a position will be elected, and therefore,entitled to be elected, each Nominee must receive more “FOR” votes than any other candidate forpresent and vote at the same position (even if less than a majoritySpecial Meeting. As of that date, the total outstanding shares of the votes cast), provided a quorum is present.Fund were 2,010,000.
The Board recommends that shareholders of the Trust
vote “FOR” the election of the Nominees to the Board.
OTHER BUSINESS
Additional Information about the Trust
Ms. Wolk, Mr. Newman, Mr. Lake, and Ms. Sagendorph do not currently hold any position with the Adviser or any sub-advisers to the Funds.
Voting Proxies
You should read the entire Proxy Statement before voting. If you have any questions regarding the Proxy Statement, please call toll-free 1-888-618-1714.If you sign and return the accompanying proxy card, you may revoke it by giving written notice of such revocation to the Secretary of the Trust prior to the Special Meeting or by delivering a subsequently dated proxy card or by attending and voting at the Special Meeting in person. Proxies voted by telephone or internet may be revoked at any time before they are voted by proxy voting again through the website or toll-free number listed in the enclosed proxy card. Properly executed proxies will be voted, as you instruct, by the persons named in the accompanying proxy card. In the absence of such direction, however, the persons named in the accompanying proxy card intend to vote “FOR” the election of Mr. Lake and Ms. Sagendorph with respect to the Proposal and may vote at their discretion with respect to other matters not now known to the Board that may be presented at the Special Meeting. Attendance by a shareholder at the Special Meeting does not, in itself, revoke a proxy.
If sufficient votes are not received for the Proposal by the date of the Special Meeting, a person named as proxythe Special Meeting may propose onebe adjourned with respect to the Proposal, once or more, adjournmentsby motion of the chair of the Special Meeting or by the vote of the holders of a majority of the Fund’s shares present at the Special Meeting in person or by proxy to permit further solicitation of proxies. If there is a vote to adjourn, persons named as proxies will vote all proxies in favor of adjournment that voted in favor of the Proposal and vote against adjournment all proxies that voted against the Proposal.
Quorum Required
The FundsFund must have a quorum of shares represented at the Special Meeting, in person or by proxy, to take action on any matter relating to the Funds.Fund. Under the Trust’s Agreement and Declaration of Trust, as amended, a quorum is constituted by the presence in person or by proxy of at least one-third of the outstanding shares of the TrustFund entitled to vote at the Special Meeting.
Abstentions and broker non-votes (i.e., proxies from brokers or nominees indicatingwill have the effect of a vote AGAINST the Proposal and any other matter that they have not received instructions fromrequires the beneficial owners on an itemaffirmative vote of the Fund’s outstanding shares for which the brokers or nominees do not have discretionary power to vote) will be treated as present for determining whether a quorum is present with respect to a particular matter.approval. Abstentions and broker non-votes will not be counted as voting on the Proposal or any other matter at the Special Meeting when the voting requirement is based on achieving a plurality or percentage of the “voting securities present.”
If a quorum is not present at the Special Meeting, or a quorum is present at the Special Meeting but sufficient votes to approve the proposalProposal are not received, the Secretarychair of the Special Meeting or the holders of a majority of the Fund’s shares of the Trust present at the Special Meeting, in person or by proxy, may adjourn the Special Meeting with respect to the proposalProposal to permit further solicitation of proxies.
Method and Cost of Proxy Solicitation
Proxies will be solicited by the Trust, the Adviser, the Sub-Adviser, and/or Morrow Sodali Fund Solutions, a professional proxy solicitor (the “Proxy Solicitor”), primarily by mail. The solicitation may also include telephone, facsimile, electronic or oral communications by certain officers or employees of the Trust or the investment adviser to the Trust,Adviser, none of whom will be paid for these services, or by a third-party proxy solicitation firm.the Proxy Solicitor. The costs (includingSub-Adviser will pay the costs of printing, mailing, tabulating, and soliciting proxies) associated with the Special Meeting will be paid byand the Funds and are estimated to be approximately $500,000expenses incurred in the aggregate. The Funds have retained AST Fund Solutions to assist inconnection with the solicitation of proxies, andincluding any expenses associated with the expenses for such services are expected to be approximately $20,000, including out-of-pocket reimbursements.of the Proxy Solicitor. The Trust may also request broker-dealer firms, custodians, nominees and fiduciaries to forward proxy materials to the beneficial owners of the shares of the FundsFund held of record by such persons. The Trust may reimburse such broker-dealer firms, custodians, nominees and fiduciaries for their reasonable expenses incurred in connection with such proxytotal estimated cost of the solicitation including reasonable expenses in communicating with persons for whom they hold shares of a Fund.is $21,500.
Other InformationMeeting Venue
We intend to hold the Special Meeting in person at the offices of U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202. However, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving COVID-19 pandemic. As a result, we may impose additional procedures or limitations on Special Meeting attendees or may decide to hold the Special Meeting in a different location or solely by means of remote communication. We plan to announce any such updates on our proxy website https://aboutmyproxy.com/p/FLRT2023, and we encourage you to check this website prior to the Special Meeting if you plan to attend. We also encourage you to consider your options to vote by internet, telephone, or mail, as discussed in the enclosed proxy card, in advance of the Special Meeting in the event that, as of April 12, 2023, in-person attendance at the Special Meeting is either prohibited under a federal, state, or local order or contrary to the advice of public health care officials.
Service Providers
The Funds’ distributor and principal underwriterFund’s investment adviser is Pacer Financial,Advisors, Inc., located at 500 Chesterfield Parkway, Malvern, Pennsylvania 19355. The Funds’Fund’s current investment sub-adviser is Pacific Asset Management LLC, located at 840 Newport Drive, 7th Floor, Newport Beach, California 92660. Upon closing of the Transaction, Pacific Asset Management LLC will be renamed Aristotle Pacific Capital, LLC, and will be located at 840 Newport Center Drive, 7th Floor, Newport Beach, CA 92660. The Fund’s administrator, transfer agentfund accountant, and dividend disbursingtransfer agent is U.S. Bancorp Fund Services, LLC, (doingdoing business as U.S. Bank Global Fund Services),Services, located at 615 East Michigan Street, Milwaukee, Wisconsin 53202.
Reports to Shareholders
Copies U.S. Bank, N.A., 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212, serves as the Fund’s custodian. Pacer Financial, Inc., an affiliate of the Funds’ most recent annualPacer Advisors, Inc. and semi-annual reports may be requested without charge by writinglocated at 500 Chesterfield Parkway, Malvern, Pennsylvania, 19355, serves as distributor and principal underwriter to the Funds, c/o U.S. Bank Global Fund Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202 or by calling, toll-free 1-800-617-0004.Fund.
Record Date/Shareholders Entitled to VoteShare Ownership
The Trust currently offers shares of 39 series which are operational, each of which represents a separate investment portfolio. The record holders of outstanding shares of each seriesTo the knowledge of the Trust are entitled to vote one vote per share (and a fractional vote per fractional share) on all matters presented at the Special Meeting with respect to the Trust and not any individual series of the Trust, including the Proposal. Shareholders of the Trust at the close of business on September 29, 2021, the Record Date, will be entitled to be present and vote at the Special Meeting. As of that date, there were 230,095,882 shares of the Trust outstanding and entitled to vote, representing total net assets of approximately $8,521,174,477 of the Trust.
| | | | | | | | | | | | | | |
| Fund | Number of Issued and Outstanding Shares | | Fund | Number of Issued and Outstanding Shares |
| Pacer Trendpilot® US Large Cap ETF | 50,100,000 | | Pacer BioThreat Strategy ETF | 150,000 |
| Pacer Trendpilot® US Mid Cap ETF | 12,150,000 | | Pacer Lunt Large Cap Alternator ETF | 4,400,000 |
| Pacer Trendpilot® 100 ETF | 14,150,000 | | Pacer Lunt MidCap Multi-Factor Alternator ETF | 1,150,000 |
| Pacer Trendpilot® European Index ETF | 2,100,000 | | Pacer Lunt Large Cap Multi-Factor Alternator ETF | 2,650,000 |
| Pacer Global Cash Cows Dividend ETF | 4,500,000 | | Pacer American Energy Independence ETF | 1,000,000 |
| Pacer US Cash Cows 100 ETF | 18,200,000 | | Pacer Salt High truBeta US Market ETF | 150,000 |
| Pacer US Export Leaders ETF | 50,000 | | Pacer Salt Low truBeta US Market ETF | 200,000 |
| Pacer CSOP FTSE China A50 ETF | 405,882 | | Pacer Swan SOS Conservative (December) ETF | 125,000 |
Pacer Benchmark Industrial Real Estate SCTRSM ETF | 5,950,000 | | Pacer Swan SOS Conservative (April) ETF | 100,000 |
Pacer Benchmark Data & Infrastructure Real Estate SCTRSM ETF | 39,000,000 | | Pacer Swan SOS Conservative (July) ETF | 200,000 |
| Pacer Emerging Markets Cash Cows 100 ETF | 350,000 | | Pacer Swan SOS Moderate (December) ETF | 175,000 |
| Pacer Wealthshield ETF | 1,650,000 | | Pacer Swan SOS Moderate (April) ETF | 375,000 |
| Pacer US Small Cap Cash Cows 100 ETF | 10,200,000 | | Pacer Swan SOS Moderate (July) ETF | 825,000 |
| Pacer Developed Markets International Cash Cows 100 ETF | 900,000 | | Pacer Swan SOS Flex (December) ETF | 100,000 |
| Pacer Trendpilot® US Bond ETF | 46,900,000 | | Pacer Swan SOS Flex (April) ETF | 350,000 |
| Pacer Trendpilot® International ETF | 4,800,000 | | Pacer Swan SOS Flex (July) ETF | 300,000 |
| Pacer Trendpilot® Fund of Funds ETF | 2,000,000 | | Pacer Swan SOS Fund of Funds ETF | 1,600,000 |
| Pacer CFRA-Stovall Equal Weight Seasonal Rotation ETF | 2,150,000 | | Pacer Metaurus US Large Cap Dividend Multiplier 300 ETF | 50,000 |
| Pacer US Cash Cows Growth ETF | 150,000 | | Pacer Metaurus US Large Cap Dividend Multiplier 400 ETF | 390,000 |
| Pacer Cash Cows Fund of Funds ETF | 100,000 | | | |
A principal shareholder is any person who owns of record or beneficially 5% or more of the outstanding Shares of a Fund. A control person is a shareholder that owns beneficially or through controlled companies more than 25% of the voting securities of a Fund or acknowledges the existence of control. Shareholders owning voting securities in excess of 25% may determine the outcome of any matter affecting and voted on by shareholders of a Fund. AsTrust’s management, as of the close of business on September 29, 2021,March 10, 2023, the Record Date, there were no control persons,officers and the following shareholders were considered to be a principal shareholderTrustees of the Funds.
Principal HoldersTrust, as a group, beneficially owned less than one percent of Pacer Fundsthe Fund’s outstanding shares and less than one percent of the Trust’s outstanding shares. To the knowledge of the Trust’s management, as of the close of business on March 10, 2023, persons owning of record more than 5% of the outstanding shares of the Fund are as listed in the table below. The Trust (all Funds combined)believes that most of the shares referred to below were held by the persons indicated in accounts for their fiduciary, agency or custodial customers. Any shareholder listed below as owning 25% or more of the outstanding shares of the Fund may be presumed to “control” (as that term is defined in the 1940 Act) the Fund. Shareholders controlling the Fund could have the ability to vote a majority of the shares of the Fund on any matter requiring the approval of the Fund’s shareholders.
| | | | | | | | |
| Name and Address | % Ownership | Type of Ownership |
Merrill Lynch Pierce, Fenner & SmithPacific Life Insurance Company
4800 Deer Lake700 Newport Center Drive East
Jacksonville, FL 32246-6484Newport Beach, California 92660 | 15.95%42.14* | Beneficial |
Bank of New York Mellon
240 Greenwich Street
New York, NY 10286 | 42.25% | Record |
Raymond James Financial,Charles Schwab & Co., Inc.
880 Carillon Parkway211 Main Street
St. Petersburg, FL 33716San Francisco, CA 94105-1905 | 11.60%15.11% | Record |
National Financial Services LLC
200 Liberty Street
New York, NY 10281 | 10.75%12.89% | Record |
Morgan Stanley Smith Barney, LLCTD Ameritrade, Inc.
Harborside Financial Center Plaza, 23rd FloorP.O. Box 2226
Jersey City, NJ 07311Omaha, NE 68103-2226 | 9.71%11.02% | Record |
Pershing, LLC
For the Benefit of Its Customers
PO Box 2052
Jersey City, NJ 07303-2052 | 8.42% | Record |
Charles Schwab & Co., Inc.
211 Main Street
San Francisco, CA 94105-1905 | 7.75% | Record |
TD Ameritrade, Inc.
P.O. Box 2226
Omaha, NE 68103-2226 | 7.72%7.30% | Record |
LPL Financial
75 State Street, 22nd Floor
Boston, MA 02109 | 7.37%5.15% | Record |
Wells Fargo Clearing Services
2801 Market Street
St. Louis, MO 63103-2523 | 5.65% | Record* Based on information reported by Pacific Asset Management LLC, the Trust believes Pacific Life Insurance Company owns 42.14% of the Fund’s shares as of March 10, 2023. |
GENERAL INFORMATIONReports to Shareholders
Copies of the Fund’s most recent annual and semi-annual reports may be requested without charge by writing to the Fund, c/o U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202 or by calling toll-free 1-800-617-0004.
Other Matters to Come Before the Special Meeting
The Trust’s management does not know of any matters to be presented at the Special Meeting other than the proposalProposal described above. If other business should properly come before the Special Meeting, the proxy holders will vote thereon in accordance with their best judgment.
Shareholder Proposals
The Agreement and Declaration of Trust, as amended, and the Amended and Restated By-laws of the Trust do not provide for annual meetings of shareholders, and the Trust does not currently intend to hold such meetings in the future. Shareholder proposals for inclusion in a proxy statement for any subsequent meeting of the Trust’s shareholders must be received by the Trust a reasonable period of time prior to any such meeting.
Householding
If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you would like to receive a separate copy of the Proxy Statement, please call 1-888-618-1714. If you currently receive multiple copies of Proxy Statements or shareholder reports and would like to request to receive a single copy of documents in the future, please call 1-800-617-0004 or write to the FundsFund, c/o U.S. Bank Global Fund Services at 615 East Michigan Street, Milwaukee, Wisconsin 53202.
OtherMatters
The Trust is not aware of any other matters that are expected to arise at the Special Meeting. If any other matter should arise, however, the persons named in properly executed proxies have discretionary authority to vote such proxies as they decide.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting
This Proxy Statement is available on the internet at https://vote.proxyonline.com/paceretfs/docs/2021.pdf.aboutmyproxy.com/p/FLRT2023. Use the control number on your proxy card to vote by internet or by telephone. You may request a copy by mail (Pacer Funds Trust,Pacific Asset Floating Rate High Income ETF, c/o U.S. Bank Global Fund Services, LLC, P.O. Box 701, Milwaukee, WI 53201-0701). or by telephone at 1-800-617-0004. You may also call for information on how to obtain directions to be able to attend the Special Meeting and vote in person.
ExhibitEXHIBIT A
Nominating Committee CharterFORM OF INVESTMENT SUB-ADVISORY AGREEMENT
The Nominating Committee (the “Committee”)
INVESTMENT SUB-ADVISORY AGREEMENT made as of the Board[ ] day of Trustees of the Pacer Funds Trust[ ], 2023, by and among PACER FUNDS TRUST (the “Trust”) shall consist, PACER ADVISORS INC. (“Adviser”), and ARISTOTLE Pacific Capital, LLC (“Sub-Adviser”).
WHEREAS, the Adviser has entered into an Investment Advisory Agreement as of such Trustees ofSeptember 15, 2021, with the Trust, as may be selected from time to time by the Board, none of whom shall be “interested persons” (the “Independent Trustees”) as defined in Section 2(a)(19) ofan open-end management investment company registered under the Investment Company Act of 1940, as amended (the “Act”“1940 Act”), under which the Adviser will provide advisory services to, among other series of the Trust, Pacer Pacific Asset Floating Rate High Income ETF (the “Fund”).
WHEREAS, the Fund’s shareholders approved this Agreement at a special meeting of shareholders held on [ ], 2023.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
1. Appointment. The dutiesAdviser hereby appoints the Sub-Adviser to provide investment sub-advisory services to the Fund for the period and powerson the terms set forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to furnish the services herein set forth for the compensation herein provided.
2. Delivery of Documents. The Adviser has furnished or will furnish to the Sub-Adviser with copies properly certified or authenticated of each of the Committeefollowing:
(a) the Trust’s Declaration of Trust and all amendments thereto or restatements thereof (such Declaration of Trust, as presently in effect and as it shall from time to time be amended or restated, is herein called the “Declaration of Trust”);
(b) the Trust’s By-Laws and all amendments thereto;
(c) resolutions of the Trust’s Board of Trustees authorizing the appointment of the Sub-Adviser and approving this Agreement;
(d) the Trust’s Notification of Registration on Form N-8A under the 1940 Act as filed with the Securities and Exchange Commission (the “SEC”) and all amendments thereto;
(e) the Trust’s Registration Statement on Form N-1A under the Securities Act of 1933, as amended (the “1933 Act”) (File No. 333-201530) and under the 1940 Act (File No. 811-23024), as filed with the SEC and all amendments thereto insofar as such Registration Statement and such amendments relate to the Fund; and
(f) the Trust’s most recent prospectus and Statement of Additional Information relating to the Fund (such prospectus and Statement of Additional Information, as presently in effect, and all amendments and supplements thereto, are herein collectively called the “Prospectus”).
The Adviser will furnish the Sub-Adviser from time to select and nominatetime with copies of all amendments of or supplements to the appropriate number of candidates for election or appointmentforegoing as memberssoon as commercially practicable.
3. Management. Subject to the supervision of the Trust’s Board of Trustees and recommend any appropriate changesthe Adviser, the Sub-Adviser will furnish an investment program in respect of, and make investment decisions for, all assets of the Fund and place all orders for the purchase and sale of securities, all on behalf of the Fund. In the performance of its duties, the Sub-Adviser will satisfy its fiduciary duties to the Board for consideration.
In connectionFund, will monitor the Fund’s investments, and will comply with the identification, selection and nominationprovisions of candidates to the Board of Trustees, the Committee shall evaluate the qualifications of candidates for Board membership and their independence from the Trust’s investment adviserDeclaration of Trust and other principal service providers. The Committee shall consider the effect of any relationships beyond those delineated in the Act that might impair independence (e.g., business, financial or family relationships with the Trust’s investment adviser or other service providers). Persons selectedBy-Laws, as Independent Trustees must not be “interested persons” as defined under the Act. Specific qualifications shall be based on the needs of the Board at the time of the nomination.
The Committee shall accept and review shareholder nominations for Trustees. A shareholder nomination for Trustee may be submitted to the Trust by sending the nomination to the Trust’s Secretary. The Secretary shall submit all nominations to the Committee. The Committee shall assess shareholder nominees in the same manner it reviews its own nominations. Any changes to the shareholder nomination procedures shall be approved by the Board of Trustees, including a majority of its Independent Trustees, and reported on the Trust’s next filing on Form N-CSR.
The Committee shall meet as requested by the Trust’s or Committee’s Chairman. The Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain special counsel and other experts or consultants at the expense of the Trust. The Committee shall report all of its actions to the Board of Trustees at its next meeting following such actions. The Committee shall review this Charteramended from time to time, and the stated investment objectives, policies and restrictions of the Fund as it deems appropriate,contained in the Prospectus. The Sub-Adviser and recommend any changesthe Adviser will make their officers and employees available to the fullother from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. The Sub-Adviser will report to the Trust’s Board of Trustees.
14Trustees and the Adviser with respect to the implementation of such program.
The Sub-Adviser further agrees that it:
(a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities;
(b) will conform with all applicable U.S. rules and regulations pertaining to its investment advisory activities;
Exhibit B
Independent Registered Public Accounting Firm
Sanville & Company(c) will place orders pursuant to its investment determinations for the Funds either directly with the issuer, with any regulated broker, dealer or other counterparty, or through any regulated trading venue. The Sub-Adviser will place orders for the purchase or sale of securities at such prices and commission rates as are consistent with its obligation to seek best execution of such transactions as such term is reasonably understood under the Investment Advisers Act of 1940 (“Sanville”Advisers Act”), 1514 Old York Road, Abington, Pennsylvania 19001,. Where the Sub-Adviser places orders for the purchase or sale of securities for the Funds, in selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has acted asbeen or will be furnishing research or other information or services which assist the independent registered public accounting firmSub-Adviser’s performance of its investment decision-making responsibilities generally, provided that the commission cost is reasonable in relation to the brokerage and research services provided. Compensation received by the Sub-Adviser pursuant to this Agreement shall not be reduced by any benefits received by the Sub-Adviser pursuant to this section. The Sub-Adviser may direct brokerage to whomever it deems appropriate consistent with the foregoing. In no instance will portfolio securities be purchased from or sold to the Adviser or any of its affiliated brokers or dealers, the Sub-Adviser or any affiliated person of either the Trust, since 2015. Upon recommendationthe Adviser or the Sub-Adviser, except as may be permitted under the 1940 Act;
(d) will report regularly to the Adviser and to the Trust’s Board of Trustees and will make appropriate persons available for the purpose of reviewing with representatives of the Trust’s Audit Committee, the Board has selected Sanville as the independent registered public accounting firm to auditAdviser and certify the Trust’s financial statements for each Fund’s most recent and current fiscal year ended. RepresentativesBoard of Sanville will not be presentTrustees on a regular basis at reasonable times the Special Meeting.
Audit Fees
For April 30 FYE Funds’ two most recent fiscal years ended April 30, 2020 and April 30, 2021, aggregate fees billed by Sanville for the auditmanagement of the April 30 FYE Funds’ annual financial statements and services that are normally provided by Sanville in connection with statutory and regulatory filings or engagements for those two fiscal years were $184,130 and $202,500, respectively. For the October 31 FYE Funds’ most recent fiscal year ended October 31, 2020, aggregate fees billed by Sanville for the auditFund, including, without limitation, review of the October 31 FYE Funds’ annual financial statements and services that are normally provided by Sanville in connection with statutory and regulatory filings or engagements for that fiscal year were $30,000. The October 31 FYE Funds were not operational as of October 31, 2019, and therefore, no fees were billed by Sanville for the auditgeneral investment strategy of the October 31 FYE Funds.
Audit-Related Fees
Sanville did not perform any assurance or services related toFund, the performance of the auditsFund in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Adviser or the Trust’s Board of each Fund’s financial statements forTrustees (including, without limitation, with respect to benefits obtained from brokerage);
(e) will maintain books and records with respect to the two most recent fiscal years ended in 2020 Trust’s securities transactions and will furnish the Adviser and the Trust’s Board of Trustees such periodic and/or 2021, respectively, whichspecial reports as the Adviser or the Trust’s Board of Trustees may request;
(f) will act upon instructions from the Adviser that are not set forth under “Audit Fees” above.inconsistent with its fiduciary duties hereunder;
Tax Fees
Sanville prepared each Fund’s federal(g) will treat confidentially and state income tax returns foras proprietary information of the fiscal years ended April 30, 2020, October 31, 2020, or April 30, 2021, respectively. Aggregate fees billedTrust all such records and other information relative to the Trust by Sanville for professional services for tax compliance, tax advice, and tax planning were $25,826, $3,800, and $25,000, respectively. All of these fees were required to be approvedmaintained by the Audit Committee.Sub-Adviser, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Trust;
All Other Fees
Sanville neither performed services(h) will receive the research and recommendations of the Adviser with respect to the investment and reinvestment of the assets of the Funds; and
(i) will vote proxies received by the Sub-Adviser in connection with securities held by the Funds consistent with its fiduciary duties hereunder.
The Trust and the Adviser agree that the Sub-Adviser shall not advise or act for the Trust nor deliveredor the Adviser in any products to the Trust for each Fund’s two most recent fiscal years ended in 2020legal proceedings, including bankruptcies or 2021, respectively, other than as set forth above.
Pre-Approval of Certain Services
The Audit Committee Charter requires pre-approvalclass actions, involving securities held or previously held by the TrustFund or the issuers of such securities.
4. The Adviser’s Duties. The Adviser shall continue to have responsibility for all auditing and permissible non-auditother services to be provided to the Fund pursuant to its Investment Advisory Agreement and shall oversee and review the Sub-Adviser’s performance of its duties under this Agreement. The Adviser shall also retain direct portfolio management responsibility with respect to any assets of the Fund that are not allocated by the Adviser to the portfolio management of the Sub-Adviser.
5. References to the Sub-Adviser. During the term of this Agreement, the Adviser agrees to furnish to the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to stockholders, sales literature or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, which refer to the Sub-Adviser or its clients in any way, prior to use thereof and not to use such material if the Sub-Adviser reasonably objects in writing five business days (or such other time as may be mutually agreed upon) after receipt thereof. Sales literature may be furnished to the Sub-Adviser hereunder by email, first-class or overnight mail, facsimile transmission equipment or hand delivery, Attn: Legal Department.
6. Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust by Sanville, including fees. Accordingly, allare the property of these non-audit services were the Trust and further agrees to surrender promptly to the Trust any of such records upon the Trust’s request. The Sub-Adviser further agrees to maintain the records
required to be pre-approved,maintained by subsections (b)(1), (b)(5), (b)(9), (b)(10), (b)(11), (e) and (f) of Rule 31a-1 under the 1940 Act and preserve them for the periods prescribed by Rule 31a-2 under the 1940 Act.
7. Expenses. During the term of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of these non-auditsecurities (including brokerage commissions, custodial fees and expenses and stamp duties, if any) purchased for the Fund.
8. Compensation. For the services were pre-approvedprovided and the expenses assumed pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee, accrued daily and payable monthly, in accordance with Schedule A hereto (the “Sub-Advisory Fee”).
9. Services to Others. The Adviser understands, and has advised the Trust’s Board of Trustees, that the Sub-Adviser now acts, and may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser, sub-investment adviser, and/or administrator to other investment companies. The Adviser has no objection to the Sub-Adviser’s acts in such capacities, provided that whenever the Fund and one or more other investment companies or accounts advised by the Audit Committee.
Non-Audit Fees PaidSub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a manner believed by the InvestmentSub-Adviser to be equitable consistent with its fiduciary obligations to the Fund and such other investment entities. The Adviser recognizes, and has advised the Trust’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. In addition, the Adviser understands, and has advised the Trust’s Board of Trustees, that the persons employed by the Sub-Adviser to assist in the Sub-Adviser’s duties under this Agreement will not devote their full time to such service and nothing contained in this Agreement will be deemed to limit or restrict the right of the Sub-Adviser or any of its affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.
10. Limitation of Liability. The Adviser will not take any action against the Sub-Adviser to hold the Sub-Adviser liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the performance of the Sub-Adviser’s duties under this Agreement, except a loss resulting from the Sub-Adviser’s willful misfeasance, bad faith or
gross negligence in the performance of duties under this Agreement, or reckless disregard of the obligations and duties under this Agreement.
11. Indemnification. The Adviser and Its Affiliatesthe Sub-Adviser each agree to indemnify the other against any claim against, loss or liability to such other party (including reasonable attorneys’ fees) arising out of any action on the part of the indemnifying party which constitutes willful misfeasance, bad faith, or gross negligence in the performance of duties under this Agreement, or reckless disregard of the obligations and duties under this Agreement.
For
12. Duration and Termination. The effectiveness and termination dates of this Agreement shall be determined as described below.
(a) This Agreement shall become effective with respect to the Fund upon the latest of (i) the approval by a vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval; (ii) the approval of a majority of the Fund’s outstanding voting securities, if required by the 1940 Act; and (iii) the commencement of the Sub-Adviser’s management of the Fund. This Agreement shall remain in effect with respect to the Fund for a period of two (2) years from its effective date, unless sooner terminated as hereinafter provided. This Agreement shall continue in effect with respect to the Fund thereafter for successive periods of twelve (12) months so long as such continuation is specifically approved at least annually by (a) the vote of a majority of those members of the Trust’s Board of Trustees who are not parties to this Agreement nor “interested persons” of the Trust, the Sub-Adviser or the Adviser, cast in person at a meeting called for the purpose of voting on such approval, and (b) either (i) the Trust’s Board of Trustees or (ii) the vote of a majority of the outstanding voting securities of the Fund, and otherwise complies with the requirements of the 1940 Act.
(b) Termination. Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by the Trust’s Board of Trustees, by the vote of a majority of the outstanding voting securities of the Trust, or by the vote of a majority of the outstanding voting securities of the Fund, upon sixty (60) days’ prior written notice to the other parties, or by the Adviser or the Sub-Adviser if either the Adviser or the Sub-Adviser shall materially breach this Agreement and Adviser or Sub-Adviser has been provided written notice and where such breach remains uncured for a period of sixty (60) days following such notice. In the event that the Trust terminates the Investment Advisory Agreement, this Agreement shall terminate concurrently with such termination. This Agreement will immediately terminate in the event of its assignment.
As used in this Agreement, the terms “majority of the outstanding voting securities”, “interested persons” and “assignment” have the same meaning of such terms in the 1940 Act.
13. Amendment of this Agreement. This Agreement may be amended by the parties only if such amendment is in writing executed by each Fund’s two most recent fiscal years endedparty hereto and, to the extent required by the 1940 Act or the rules or regulations thereunder (unless an exemptive or other relief granted by the Securities and Exchange Commission or its staff apply), approved by (i) the vote of a majority of those members of the Trust’s Board of Trustees who are not parties to this Agreement nor “interested persons” of the Trust, the Sub-Adviser or the Adviser, cast in 2020person at a meeting called for the purpose of voting on such approval, and (ii) the vote of a majority of the outstanding voting securities of the Fund.
14. Entire Agreement. This Agreement sets forth the entire agreement of the parties with respect to the investment and management of the Fund, and hereby supersedes any prior agreement by the parties hereto.
15. Miscellaneous.
(a) Captions. The captions in this Agreement are included for convenience of reference only and in no way define or 2021, respectively, Sanville diddelimit any of the provisions hereof or otherwise affect their construction or effect.
(b) This Agreement will be binding upon and shall inure to the benefit of the parties hereto and their respective successors and will be governed by the laws of the State of Delaware, without application of the principles of conflicts of laws, provided that nothing in this Agreement will be construed in any manner inconsistent with the Investment Company Act, Advisers Act or any rule or regulation of the SEC thereunder. Any action related to or arising out of or in connection with this Agreement shall be brought only in a federal or state court located in Kent County, Delaware, and each party hereby waives any defense of improper venue, inconvenient forum or other related defense in any such action brought in any such court.
(c) Survival. Any termination of this Agreement shall not billhowever, affect the ongoing provisions of this Agreement which shall survive such termination in accordance with their terms, including, without limitation, Section 3(g), 6, 10, 11, 13, 15(b), 15(d)-(g), and 16.
(d) Severability. The invalidity, illegality or unenforceability of any provision or provisions of this Agreement will not affect any other provision of this Agreement, which will remain in full force and effect, nor will the invalidity, illegality or unenforceability of a portion of any provision of this Agreement affect the balance of such provision. In the event that any one or more of the provisions contained in this Agreement or any portion thereof shall for any non-audit fees except forreason be held to be invalid, illegal or unenforceable in any respect, this Agreement shall be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein.
(e) Cooperation. All parties agree to cooperate fully and in good faith with any reasonable request by the preparationother party to respond to any regulatory audit, investigation or inquiry, or legal action related to any of each Fund’s federalthe activities contemplated by this Agreement and state income tax returns forshall make its books and records relevant to services under this Agreement available during normal business hours. If any party requires or reasonably believes it needs copies of any records of the other party to respond to any regulatory inquiry or claim or suit from any individual or entity, the party from whom the records are requested shall supply copies of such fiscal years as set forth above,records in a timely manner. Each party shall make its records relating to services under this Agreement reasonably available to any regulatory authorities, or in any judicial or arbitration proceeding involving another party if said records are the subject of a formal, specific request by such other party. In the foregoing circumstances, the requesting party shall bear all reasonable costs involved with copying and did not billdelivering such records.
(f) If any provision of this Agreement is or should become inconsistent with any law or rule of any governmental or regulatory body having jurisdiction over the investment advisersubject matter of this Agreement or its affiliates that provided ongoing servicesthe parties hereto, the provision will be deemed to be rescinded or modified to the Fundsextent required (but only to the extent required) to be consistent with any such law or rule. In all other respects, this Agreement will continue and remain in full force and effect.
16. Notices. All notices under this Agreement shall be given in writing and shall be deemed to have been given and received on the date on which the notice is personally delivered, or, if sent by email, on the date of an email acknowledgment, or, if mailed, on the next business day after which it is deposited with a nationally-recognized express delivery service for any non-audit fees.next day delivery or the third business day after the date on which it is deposited in the United States mail, if mailed to the attention of the person at the following address, or at such other address(es) as may be designated by notice from such party to all other parties listed below:
PROXY CARD(a) If to Adviser:
SIGN, DATE AND VOTE ON THE REVERSE SIDEPacer Advisors, Inc.
500 Chesterfield Parkway
Malvern, PA 19355
With copies to:
PROXY VOTING OPTIONSBruce Kavanaugh, Vice President
bruce.kavanaugh@pacerfinancial.com
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR PROXY VOTE TODAY! DELAY MAY CAUSE THE FUNDS TO INCUR ADDITIONAL EXPENSES TO SOLICIT VOTES FOR THE MEETING.John Ramírez, Counsel
| | | | | |
| 1. MAIL your signed and voted proxy back in the postage paid envelope provided
|
| 2. ONLINE at vote.proxyonline.com using your proxy control number found below
|
| 3. By PHONE when you dial toll-free (888) 227-9349 to reach an automated touchtone voting line
|
| CONTROL NUMBER > [12345678910]
|
PACER FUNDS TRUST
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 15, 2021
The undersigned hereby appoints Sean E. O’Hara and Bruce Kavanaugh, each as Proxy of the undersigned, with full power of substitution, and hereby authorizes either of them to vote on behalf of the undersigned all shares of the Funds that the undersigned is entitled to vote at the Special Meeting of Shareholders of the Funds to be held at 11:00 AM Central Time, on November 15, 2021, at the offices of U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, WI, 53202 (the “Special Meeting”), and at any postponements or adjournments thereof, as fully as the undersigned would be entitled to vote if personally present. This proxy will be governed by and construed in accordance with the laws of the State of Delaware and applicable federal securities laws. The execution of this proxy is not intended to, and does not, revoke any prior proxies or powers of attorney other than the revocation, in accordance with the laws of the State of Delaware and applicable federal securities laws, of any proxy previously granted specifically in connection with the voting of the shares subject hereto. This proxy may be revoked at any time prior to the exercise of the powers conferred thereby.john.ramirez@practus.com
Important Notice Regarding Availability of Proxy Materials for the Special Meeting of Shareholders(b) If to be held November 15, 2021.Trust:
The Proxy Statement for this meeting is available at: https://vote.proxyonline.com/paceretfs/docs/2021.pdfPacer Funds Trust
500 Chesterfield Parkway
Malvern, PA 19355
Bruce Kavanaugh
bruce.kavanaugh@pacerfinancial.com
John Ramírez, Counsel
john.ramirez@practus.com
(c) If to Sub-Adviser:
Aristotle Pacific Capital, LLC
840 Newport Center Drive, 7th Floor
Newport Beach, CA 92660
Dominic Nolan, CEO
dominic.nolan@pacificAM.com
with a copy to:
J. G. Lallande, Esq.
joseph.lallande@pacificlife.com
Each party may rely upon any written notice from any person reasonably believed by it to be a genuine and authorized representative of the other party.
* * *
[SIGNATURE PAGE FOLLOWS]
PROXY CARDIN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
PACER FUNDS TRUST
____________________________
By:
Name: Bruce Kavanaugh
Title: Secretary
PACER ADVISORS INC.
____________________________
By:
Name: Sean E. O’Hara
Title: Director
Aristotle Pacific Capital, LLC
_______________________
By:
Name: Dominic Nolan
Title: Chief Executive Officer
SCHEDULE A
The Sub-Advisory Fee shall be calculated as follows:
Adviser shall pay the following percentage(s) of “Net Profits” (as defined below) to Sub-Adviser.
(A) Up to $500 million: 40%
(B) More than $500 million: 50%
Each dollar remains at each threshold level and earns that fee in continuance. After reaching the next threshold, each new dollar will be added to that level. For example, the first $500 million dollars in Net Profits will be paid based on 40% of Net Profits and the next dollar will be paid based on 50% of Net Profits.
Net Profits of the Fund shall equal the amount of the Management Fee (as defined in the Prospectus) of the Fund less the sum of: (i) a distribution fee of 0.10% (10 bps) of such Fund’s total assets; and (ii) the Fund’s fees and expenses (“Included Expense”) as detailed in Schedule B.
In the event that the Fund’s Net Profits calculation is a negative amount, such net losses shall be borne wholly by the Adviser, and not shared with the Sub-Adviser in any way.
The Sub-Adviser will not be directly liable for any Fund-related expenses unless agreed to separately by the parties in writing. Adviser will notify Sub-Adviser promptly (i) of any changes in the expense categories or any material increase in the Included Expense outlined in Schedule B; and (ii) if payment of any Included Expense is made to an affiliate, subsidiary, employee, officer or director of Adviser, or any other “interested person.”
SCHEDULE B
Projected Fees and Expenses1
[ ]
1 May be subject to change. Fees and expenses will be invoiced when billing is incurred by Adviser.
| | | | | | | | |
Vote by Telephone YOUR SIGNATURE IS REQUIRED1. FOR YOUR VOTE TO BE COUNTED.Please sign your name exactly as it appears on this card. If you are a joint owner, any one of you may sign. When signing as executor, administrator, attorney, trustee, or guardian, or as custodian for a minor, please give your full title as such. If you are signing for a corporation, please signRead the full corporate nameproxy statement and indicatehave the signer’s office. If you are a partner, sign in the partnership name.proxy card at hand.
2.Call toll-free 800-454-8683.
3.Follow the simple instructions. | Vote Online
1.Read the proxy statement and have the proxy card at hand.
2.Go to www.proxyvotenow.com
3.Follow the simple instructions.
| SIGNATURE (AND TITLE IF APPLICABLE) DATEVote by Mail
1.Read the proxy statement.
2.
SIGNATURE (IF HELD JOINTLY) DATECheck the appropriate box(es) on the reverse side.
3.Sign, date and return the proxy card in the envelope provided.
|
PACER PACIFIC ASSET FLOATING RATE HIGH INCOME ETF
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 12, 2023
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND
The undersigned hereby appoints each of Sean E. O’Hara and Bruce Kavanaugh, as Proxy of the undersigned, with full power of substitution, and hereby authorizes any of them to vote on behalf of the undersigned all shares of the Fund that the undersigned is entitled to vote at the Special Meeting of Shareholders of the Fund to be held at 10:00 a.m. Central time, on April 12, 2023, at the offices of U.S. Bank Global Fund Services, 615 East Michigan Street, Milwaukee, Wisconsin 53202 and at any postponements or adjournments thereof, as fully as the undersigned would be entitled to vote if personally present. This proxy will be governed by and construed in accordance with the laws of the State of Delaware and applicable federal securities laws. The execution of this proxy is not intended to, and does not, revoke any prior proxies or powers of attorney other than the revocation, in accordance with the laws of the State of Delaware and applicable federal securities laws, of any proxy previously granted specifically in connection with the voting of the shares subject hereto. This proxy may be revoked at any time prior to the exercise of the powers conferred thereby.
| | | | | | | | |
| | AUTHORIZED SIGNATURE(S) |
| This section must be completed for your vote to be counted. |
| Please complete, sign and return this card as soon as possible. Date _____________ |
| |
| Signature(s) and Title(s), if applicable (Sign in the box) |
| Note: Please sign exactly as your name(s) appear(s) on this proxy card. If signing for estates, trusts, or other fiduciaries, your title or capacity should be stated and where more than one name appears, a majority must sign. If shares are held jointly, one or more joint owners should sign personally. If a corporation, the signature should be that of an authorized officer who should state his or her title. |
EVERY SHAREHOLDER’S VOTE IS IMPORTANT
This proxy is solicited on behalf of the Trust’s Board of Trustees of Pacer Funds Trust (the “Trust”), and the Proposal has been approved by the Board of Trustees and recommended for approval by shareholders. WhenThis proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted as indicatedFOR the Proposal. In his or “FOR”her discretion, the Proposal (including each Nominee) if no choiceProxy is indicated. The proxy will be voted in accordance with the proxy holders’ best judgment asauthorized to anyvote upon such other matters thatas may arise atproperly come before the Special Meeting.
meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT YOU VOTE “FOR” EACH NOMINEE.THE PROPOSAL.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), MARK “FOR ALL EXCEPT” AND WRITE THE NAME(S) OF THE NOMINEE(S) ON THE LINE BELOW.
TO VOTE MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:– ●Mark boxes below in blue or black ink as shown in this example:
PROPOSAL
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | FOR ALL | WITHHOLD ALL |
| | FOR ALL EXCEPT | AGAINST | ABSTAIN |
| 1. | Election of Trustees toTo approve a new investment sub-advisory agreement among Pacer Advisors, Inc., Aristotle Pacific Capital, LLC, and the Board of TrusteesTrust, on behalf of the TrustPacer Pacific Asset Floating Rate High Income ETF. No increase in shareholder fees or expenses is being proposed. | ○ | ○ | |
| (1) | Colin C. Lake | | | |
| (2) | Jane K. Sagendorph | | | ○ |
THANK YOU FOR VOTING
