SEC Notice: Pacer Funds Trust Application for Exemption

Regs.gov: Securities and Exchange Commission

Published March 23rd, 2026

Detected March 26th, 2026

Summary

The SEC has issued a notice regarding an application from Pacer Funds Trust and Pacer Advisors, Inc. for an exemption from certain provisions of the Investment Company Act of 1940 and related disclosure rules. The exemption would allow applicants to enter into and amend subadvisory agreements without shareholder approval and waive disclosure requirements related to subadviser fees.

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What changed

The Securities and Exchange Commission (SEC) has published a notice concerning an application filed by Pacer Funds Trust and Pacer Advisors, Inc. The applicants seek an exemption under section 6(c) of the Investment Company Act of 1940. Specifically, they request relief from section 15(a) of the Act, which typically requires shareholder approval for subadvisory agreements, and from certain disclosure requirements under rule 20a-1, Form N-1A, Schedule 14A, and Regulation S-X concerning fees paid to subadvisers. This exemption, if granted, would permit the applicants to enter into and materially amend subadvisory agreements without the need for shareholder consent and would streamline fee disclosure processes.

Regulated entities, particularly fund managers and investment companies, should be aware of this application as it may set a precedent for similar exemptions. While this is a notice of an application, interested parties have until April 17, 2026, to request a hearing by emailing the SEC's Secretary. Failure to request a hearing by this date may result in the Commission issuing an order granting the requested relief without a hearing. Compliance officers should monitor the SEC's EDGAR system for the full application details and any subsequent orders or decisions related to this matter.

What to do next

Monitor SEC EDGAR system for application details and decisions
Submit hearing requests by April 17, 2026, if applicable

Source document (simplified)

Content

March 23, 2026.

ACTION:

Notice.

Notice of an application under section 6(c) of the Investment Company Act of 1940 (“Act”) for an exemption from section 15(a)
of the Act, as well as from certain disclosure requirements in rule 20a-1 under the Act, Item 19(a)(3) of Form N-1A, Items
22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of Schedule 14A under the Securities Exchange Act of 1934, and sections
6-07(2)(a), (b), and (c) of Regulation S-X (“Disclosure Requirements”).

SUMMARY OF APPLICATION:

The requested exemption would permit Applicants to enter into and materially amend subadvisory agreements with subadvisers
without shareholder approval and would grant relief from the Disclosure Requirements as they relate to fees paid to the subadvisers.

APPLICANTS:

Pacer Funds Trust and Pacer Advisors, Inc.

FILING DATES:

The application was filed on February 11, 2026.

HEARING OR NOTIFICATION OF HEARING:

An order granting the requested relief will be issued unless the Commission orders a hearing. Interested persons may request
a hearing on any application by emailing the SEC's Secretary at Secretarys-Office@sec.gov and serving the Applicants with a copy of the request by email, if an email address is listed for the relevant Applicant below,
or personally or by mail, if a physical address is listed for the relevant Applicant below. The email should include the file
number referenced above. Hearing requests should be received by the Commission by 5:30 p.m., Eastern time on April 17, 2026,
and should be accompanied by proof of service on the Applicants, in the form of an affidavit, or, for lawyers, a certificate
of service. Pursuant to rule 0-5 under the Act, hearing requests should state the nature of the writer's interest, any facts
bearing upon the desirability of a hearing on the matter, the reason for the request, and the issues contested. Persons who
wish to be notified of a hearing may request notification by emailing the Commission's Secretary.

ADDRESSES:

The Commission: Secretarys-Office@sec.gov. Applicants:

     John F. Ramirez, Esq., Practus, LLP, *john.ramirez@practus.com,* with a copy to Alyssa M. Bernard, Vice President, U.S. Bank Global Fund Services, as Administrator for Pacer Funds Trust, *alyssa.bernard@usbank.com.*

FOR FURTHER INFORMATION CONTACT:

Rachel Loko, Senior Special Counsel, at (202) 551-6825 (Division of Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION:

For Applicants' representations, legal analysis, and conditions, please refer to Applicants' application, dated February 11,
2026, which may be obtained via the Commission's website by searching for the file number at the top of this document, or
for an Applicant using the Company name search field on the SEC's EDGAR system. The SEC's EDGAR system may be searched at https://www.sec.gov/search-filings.

You may also call the SEC's Office of Investor Education and Advocacy at (202) 551-8090.

For the Commission, by the Division of Investment Management, under delegated authority.

Vanessa A. Countryman, Secretary. [FR Doc. 2026-05825 Filed 3-24-26; 8:45 am] BILLING CODE 8011-01-P