0000894189-16-013437 Sample Contracts

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

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

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

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

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

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

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

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

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

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

SECOND AMENDMENT TO THE PACER FUNDS TRUST CUSTODY AGREEMENT
Funds Trust • December 12th, 2016 • Pacer Funds Trust

THIS SECOND AMENDMENT, dated as of November16, 2016, to the Custody Agreement, dated as of May 26, 2015, as amended November 25, 2015 (the “Agreement”), is entered into by and between PACER FUNDS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANK, N.A., a national banking association (the “Custodian”).

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