SEC Notice of Application for Exemption from Shareholder Approval for Subadvisory Agreements by Pacer Funds Trust
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The SEC published a notice on March 23, 2026 regarding an application filed by Pacer Funds Trust and Pacer Advisors, Inc. on February 11, 2026. The applicants are seeking an exemption under section 6(c) of the Investment Company Act of 1940 from the shareholder approval requirement in section 15(a) for entering into and materially amending subadvisory agreements with subadvisers. The relief also covers certain disclosure requirements related to subadviser fees under various SEC rules and forms. If granted, this would allow the fund to change subadvisers and their fees more efficiently without holding a shareholder vote or providing detailed fee disclosures in prospectuses and proxy statements.
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Key Changes
- Exemption from section 15(a) shareholder approval for entering into and materially amending subadvisory agreements
- Relief from disclosure requirements in rule 20a-1, Item 19(a)(3) of Form N-1A, and multiple items of Schedule 14A
- Exemption from sections 6-07(2)(a), (b), and (c) of Regulation S-X regarding subadviser fees
+ 3 more changes with Pro
Obligations
What this law requires
File application for exemption under section 6(c) of the Investment Company Act of 1940 from shareholder approval requirement in section 15(a) before entering into or materially amending subadvisory agreements
Obtain SEC exemption approval before implementing changes to subadvisory agreements without shareholder approval
Interested persons must submit hearing requests to SEC Secretary at Secretarys-Office@sec.gov by 5:30 p.m. Eastern time on April 17, 2026, with proof of service on Applicants
Hearing requests must state the nature of writer's interest, facts bearing on desirability of hearing, reason for request, and issues contested per rule 0-5 under the Investment Company Act of 1940
Provide copy of hearing request to Applicants (John F. Ramirez, Esq. at john.ramirez@practus.com and Alyssa M. Bernard at alyssa.bernard@usbank.com) via email or mail with affidavit or certificate of service