As filed with the Securities and Exchange Commission on February 4, 2020
1933 Act Registration File No. 333-234677
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N‑14
|
|
|
|
|
|
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
|
|
|
Pre‑Effective Amendment No.
|
|
|
Post‑Effective Amendment No. 1
|
[X]
|
(Check appropriate box or boxes.)
PACER FUNDS TRUST
(Exact Name of Registrant as Specified in Charter)
500 Chesterfield Parkway,
Malvern, Pennsylvania 19355
(Address of Principal Executive Offices, Zip Code)
(Registrant’s Telephone Number, including Area Code): (610) 644-8100
Joe M. Thomson, Chairman and President
Pacer Funds Trust
500 Chesterfield Parkway,
Malvern, Pennsylvania 19355
(Name and Address of Agent for Service)
Copy to:
John Grady
Practus LLP
137 Airdale Road
Bryn Mawr, Pennsylvania 19010
The Prospectus/Proxy Statement and Statement of Additional Information, each in the form filed on December 30, 2019 on Form N-14/A (File No. 333-234677) (Accession No. 0000894189-19-008772), are incorporated herein by reference.
The sole purpose of this amendment is to file as an exhibit to this Registration Statement the final tax opinion of Practus LLP.
PART C: OTHER INFORMATION
Item 15. Indemnification.
Reference is made to Article VII, Section III of the Registrant’s Declaration of Trust, which was filed with the Registrant’s Initial Registration Statement on January 15, 2015. The general effect of this provision is to indemnify the Trustees, officers, employees and other agents of the Trust who are parties pursuant to any proceeding by reason of their actions performed in their scope of service on behalf of the Trust.Pursuant to Rule 484 under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant furnishes the following undertaking: “Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.”
Item 16. Exhibits.
|
|
|
|
|
|
|
(1)
|
(a)
|
|
|
|
(b)
|
|
|
(2)
|
|
|
|
(3)
|
|
Not Applicable.
|
|
(4)
|
|
Form of Agreement and Plan of Reorganization was previously filed as Appendix A to Part A of the Registrant’s Registration Statement on Form N-14 on December 30, 2019 and is incorporated herein by reference.
|
|
(5)
|
|
|
|
(6)
|
(a)
|
|
|
|
(b)
|
Amended Schedule A to Investment Advisory Agreement dated October 8, 2019 was previously filed with Post-Effective Amendment No. 51 to the Registrant’s Registration Statement on October 11, 2019 and is incorporated herein by reference.
|
|
|
(c)
|
Form of Investment Sub-Advisory Agreement between Pacer Advisors, Inc. and CSOP Asset Management Limited was previously filed with the Registrant’s Registration Statement on Form N-14 on November 13, 2019 and is incorporated herein by reference.
|
|
(7)
|
(a)
|
|
|
(7)
|
(b)
|
Amended Appendix A to the Distribution Agreement dated October 8, 2019 was previously filed with Post-Effective Amendment No. 51 to the Registrant’s Registration Statement on October 11, 2019 and is incorporated herein by reference.
|
|
(8)
|
|
Bonus, profit sharing contracts—None.
|
|
(9)
|
(a)
|
|
|
(9)
|
(b)
|
|
|
(9)
|
(c)
|
Form of Amended Exhibit B to the Custody Agreement was previously filed with the Registrant’s Registration Statement on Form N-14 on November 13, 2019 and is incorporated herein by reference.
|
|
(10)
|
(a)
|
Rule 12b-1 Plan — None.
|
|
(11)
|
|
Opinion and Consent of Practus LLP, regarding the legality of securities being issued was previously filed with the Registrant’s Registration Statement on Form N-14 on November 13, 2019 and is incorporated herein by reference.
|
|
(12)
|
|
Opinion and Consent of Practus LLP, supporting the tax matters and consequences of securities being issued — Filed Herewith.
|
|
(13)
|
(a)
|
|
|
|
|
|
|
|
|
(13)
|
(b)
|
|
|
(13)
|
(c)
|
Form of Amended Exhibit A to the Fund Administration Servicing Agreement was previously filed with the Registrant’s Registration Statement on Form N-14 on November 13, 2019 and is incorporated herein by reference.
|
|
(13)
|
(d)
|
|
|
(13)
|
(e)
|
|
|
(13)
|
(f)
|
Form of Amended Exhibit A to the Transfer Agent Agreement was previously filed with the Registrant’s Registration Statement on Form N-14 on November 13, 2019 and is incorporated herein by reference.
|
|
(13)
|
(g)
|
|
|
(13)
|
(h)
|
|
|
(13)
|
(i)
|
Form of Amended Exhibit A to the Fund Accounting Servicing Agreement was previously filed with the Registrant’s Registration Statement on Form N-14 on November 13, 2019 and is incorporated herein by reference.
|
|
(13)
|
(j)
|
|
|
(14)
|
|
Consent of independent registered public accountants, BBD, LLP.
|
|
(15)
|
|
Not applicable.
|
|
(16)
|
(a)
|
|
|
|
(b)
|
|
|
(17)
|
(a)
|
|
|
(17)
|
(b)
|
|
|
(17)
|
(c)
|
|
Item 17. Undertakings
|
|
|
|
|
|
(1)
|
The Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
|
|
(2)
|
The Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
|
SIGNATURES
As required by the Securities Act of 1933, this registration statement has been signed on behalf of the Registrant, in the City of Paoli, State of Pennsylvania, on February 4, 2020.
Pacer Funds Trust
By: /s/ Joe M. Thompson
Joe M. Thompson
Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated as of February 4, 2020.
|
|
|
|
|
|
Signature
|
Title
|
|
|
|
|
/s/ Deborah G. Wolk*
|
Lead Independent Trustee
|
|
Deborah G. Wolk
|
|
|
|
|
|
/s/ Dennis J. Ryan*
|
Trustee
|
|
Dennis J. Ryan
|
|
|
|
|
|
/s/ Jonathan H. Newman, Sr.*
|
Trustee
|
|
Jonathan H. Newman, Sr.
|
|
|
|
|
|
/s/ Joe M. Thomson
|
Trustee and President
|
|
Joe M. Thomson
|
|
|
|
|
|
/s/ Sean E. O’Hara
|
Treasurer
|
|
Sean E. O’Hara
|
|
|
|
|
|
|
|
*By:
|
/s/ Joe M. Thomson
|
|
|
Joe M. Thomson
Attorney-in-Fact pursuant to
Powers of Attorney
|
Exhibit Index
|
|
|
|
|
|
Exhibit Number
|
Exhibit:
|
|
12
|
Opinion and Consent of Practus LLP on tax matters
|