PACER FUNDS TRUST THIRD AMENDMENT TO THE

TRANSFER AGENT SERVICING AGREEMENT

THIS THIRD AMENDMENT dated as of June 1, 2017, to the Transfer Agent   Servicing Agreement dated as of May 26, 2015, as amended November 25, 2015 and November 16, 2016 (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").

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the length of the Agreement and to amend Section 12 of the Agreement to permit certain amendments of Exhibit A; and

WHEREAS, Section 12 of the Agreement allows for its amendment by a written instrument executed by all parties.

NOW, THEREFORE, the parties agree as follows:

Section 12. Term of Agreement; Amendment is hereby superseded and replaced in its entirety with the following Section 12:

12.  Term of Agreement; Amendment

This Agreement shall become effective as of the date written above and will continue in effect for each Fund for a period of three (3) years from the date the Fund was added to Exhibit A as hereinafter provided, and shall automatically renew thereafter for subsequent one (1) year terms with respect to each Fund until terminated as hereinafter provided. This Agreement may be terminated by either party upon giving 90 days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. This Agreement (other than Exhibit A) may not be amended or modified in any manner except by written agreement executed by Fund Services and the Trust, and authorized or approved by the Board of Trustees. Fund Services may amend Exhibit A to reflect the addition or removal of Funds upon receiving written notice from the Board of Trustees that a Fund is being added or removed and, in the case of the addition of a Fund, the completion to Fund Services' satisfaction in its sole discretion of all necessary or appropriate anti-money laundering, know-your-customer, compliance and business reviews.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

PACER FUNDS TRUST	U.S. BANCORP FUND SERVICES, LLC
By: /s/ Joe M. Thomson	By: /s/ Michael L. Ceccato
Name: Joe M. Thomson	Name: Michael L. Ceccato
Title: President	Title: Senior Vice President

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Amended Exhibit A to the Transfer Agent Servicing Agreement - Pacer Funds Trust Fund Names

Name of Series

Pacer Trendpilot 750 ETF

Pacer Trendpilot 450 ETF

Pacer Trendpilot 100 ETF

Pacer US Export Leaders ETF

Pacer Trendpilot European Index ETF

Pacer Autopilot Hedged European Index ETF

Pacer Global High Dividend ETF

Pacer International Export Leaders ETF

Pacer US Cash Cows 100 ETF

Pacer Developed Markets International Cash Cows 100 ETF

Pacer Emerging Markets Cash Cows 100 ETF

Pacer US Small Cap Cash Cows 100 ETF

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