December 11, 2019

Pacer Funds Trust

500 Chesterfield Parkway

Malvern, Pennsylvania 19355

Ladies and Gentlemen:

We hereby consent to the use of our name and to the reference to our firm under the caption “Legal Counsel” in the Statement of Additional Information for the Pacer American Energy Independence ETF, a series of the Pacer Funds Trust (the “Trust”), which is included in Post-Effective Amendment No. 53 to the Registration Statement under the Securities Act of 1933, as amended (No. 333-201530), and Amendment No. 55 to Registration Statement under the Investment Company Act of 1940, as amended (No. 811-23024), on Form N-1A of the Trust.

Sincerely,

/s/ John Grady

John Grady

JOHN GRADY ● PARTNER

137 Airdale Road ● Bryn Mawr, PA ● p: 484.730.8535

Practus, LLP ● John.Grady@Practus.com ● Practus.com