ck0001616668-20260612
49706/12/2026Pacer Funds
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PROSPECTUS
April 30, 2026, as
amended June 12, 2026
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| MFEB |
Pacer
Swan SOS Moderate (February) ETF |
| MMAR |
Pacer
Swan SOS Moderate (March) ETF |
| MMAY |
Pacer
Swan SOS Moderate (May) ETF |
| MJUN |
Pacer
Swan SOS Moderate (June) ETF |
| MAUG |
Pacer
Swan SOS Moderate (August) ETF |
| MSEP |
Pacer
Swan SOS Moderate (September) ETF |
| MNVR |
Pacer
Swan SOS Moderate (November) ETF |
| MDCR |
Pacer
Swan SOS Moderate (December) ETF |
| LADM |
Pacer
Swan SOS Laddered Moderate ETF |
Listed
on Cboe BZX Exchange, Inc.
The
U.S. Securities and Exchange Commission (“SEC”) has not approved or disapproved
of these securities or passed upon the accuracy or adequacy of this Prospectus.
Any representation to the contrary is a criminal offense.
INVESTMENT
PRODUCTS: *ARE
NOT FDIC INSURED *MAY
LOSE VALUE *ARE
NOT BANK GUARANTEED
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The
following information describes some of the risks associated with each of
the funds listed on the cover of this Prospectus other than the Pacer Swan
SOS Laddered Moderate ETF (each an “SOS Fund,” and collectively, the “SOS
Funds”). Additional information about these and other risks related to the
SOS Funds and information pertaining to the Pacer Swan SOS Laddered
Moderate ETF can be found below in this Prospectus.
Each
SOS Fund uses a “structured outcome strategy” to seek to produce
pre-determined target investment outcomes based upon the performance of
the SPDR®
S&P 500®
ETF Trust (the “Underlying ETF”). The pre-determined structured outcomes
sought by the SOS Funds, which include the buffer and cap discussed below,
are based upon the performance of the Underlying ETF over a one year
period referred to with respect to an SOS Fund as the initial “Investment
Period.” Following an SOS Fund’s initial Investment Period, each
subsequent Investment Period will be a one-year period. |
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An
SOS Fund will not terminate after the conclusion of the Investment Period.
After the conclusion of an Investment Period with respect to an SOS Fund,
another will begin. There
is no guarantee that the structured outcomes for an Investment Period will
be realized, and investors may lose some or all of their
money. |
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The
structured outcomes may only be realized if you are holding shares on the
first day of an Investment Period and continue to hold them on the last
day of that Investment Period. If
you purchase shares after an Investment Period has begun or sell shares
prior to an Investment Period’s conclusion, you may experience investment
returns very different from those that the SOS Fund seeks to
provide.
If the Investment Period has begun and the Fund has increased in value to
a level near to the Cap (as defined below), an investor purchasing at that
price has little or no ability to achieve gains but remains vulnerable to
downside risks. Similarly, if the Investment Period has begun and the SOS
Fund has decreased in value beyond the pre-determined buffer (as described
below), an investor purchasing shares at that price may not benefit from
the buffer. There is no guarantee that an SOS Fund will successfully
achieve its investment objective. |
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SOS
Fund shareholders are subject to an upside return cap (the “Cap”) that
represents the maximum percentage return an investor can achieve from an
investment in an SOS Fund for an Investment Period. The returns of an SOS
Fund are capped at a specific percentage before Fund fees and expenses and
a specific percentage after Fund fees and expenses. Therefore, even though
the SOS Funds’ returns are based upon the Underlying ETF, if the
Underlying ETF experiences returns for an Investment Period in excess of
the Cap, you will not experience those excess gains. An SOS Fund’s Cap may
rise or fall from one Investment Period to the next. There is no guarantee
that an SOS Fund’s Cap will remain the same upon the conclusion of its
Investment Period. The Cap will change from one Investment Period to the
next based on prevailing market conditions at the beginning of the
Investment Period. |
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Each
SOS Fund only seeks to provide shareholders that hold shares for an entire
Investment Period with a buffer against a pre-determined percentage of
Underlying ETF losses. You will bear all Underlying ETF losses beyond that
pre-determined percentage as described below. While each SOS Fund seeks to
limit losses for shareholders who hold shares for the entire Investment
Period, there is no guarantee it will successfully do so. |
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The
SOS Funds’ website,
www.paceretfs.com/products/structured-outcome-strategies, provides
important information (including Investment Period start and end dates and
each SOS Fund’s Cap and buffer), as well information relating to the
potential outcomes of an investment in an SOS Fund on a daily basis. If
you are contemplating purchasing shares, please visit the website.
Investors considering purchasing shares after an Investment Period has
begun or selling shares prior to the end of an Investment Period should
visit the website to fully understand potential investment
outcomes. |
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Although
each SOS Fund seeks to achieve its investment objective, there is no
guarantee that it will do so. The returns that an SOS Fund seeks to
provide do not include the costs associated with purchasing shares of that
SOS Fund and certain expenses incurred by the SOS Fund. The SOS Funds have
characteristics unlike many other traditional investment products and may
not be suitable for all investors. The INVESTOR SUITABILITY CONSIDERATIONS
section found on page 91 of the Prospectus
provides considerations for determining whether an investment in an SOS
Fund is appropriate for you. |
Investment
Objective
The
Pacer Swan SOS Moderate (February) ETF (the “Fund”) seeks to provide investors
with returns that, before fees and expenses of the Fund, match those of the
SPDR®
S&P 500®
ETF Trust (“the Underlying ETF”) up to a predetermined upside cap of 9.51%
(before fees and expenses of the Fund) and 9.14% (after fees and expenses of the
Fund), while providing a buffer against the first 15% of Underlying ETF losses,
over the period from May 1, 2026 to January 29,
2027.
Fees and Expenses of the
Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
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Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
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| Management
Fees |
0.49% |
| Distribution
and/or Service (12b-1) Fees |
None |
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Other
Expenses* |
0.00% |
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Total
Annual Fund Operating Expenses |
0.49% |
*
Estimated for
the current fiscal year.
Example
The following example is intended to help retail investors compare
the cost of investing in the Fund with the cost of investing in other funds. It
illustrates the hypothetical expenses that such investors would incur over
various periods if they were to invest $10,000 in the Fund for the time periods
indicated and then redeem all of the Shares at the end of those periods. This
example assumes that the Fund provides a return of 5% a year and that operating
expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions, your costs would
be:
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund
Shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the Fund’s performance.
Because the Fund is newly organized, portfolio turnover information is not yet
available.
Principal Investment
Strategies of the Fund
The
Fund is an actively managed exchange-traded fund (“ETF”) that, under normal
market conditions, invests substantially all of its assets in FLexible
EXchange®
Options
(“FLEX Options”) that reference the share price return of the SPDR®
S&P 500® ETF Trust (the “Underlying ETF”). Due to the unique
mechanics of the Fund’s strategy, the return an investor can expect to receive
from an investment in the Fund has characteristics that are distinct from many
other investment vehicles.
It is important that an investor understand these characteristics before making
an investment in the Fund.
The
Fund uses FLEX Options to employ a “structured outcome strategy.” Structured
outcome strategies seek to produce pre-determined target investment outcomes
based upon the performance of an underlying security or index. The
pre-determined outcomes sought by the Fund are intended to reflect the
performance of the Underlying ETF over the period (the “Investment Period”),
subject to a buffer (the “Buffer”) against certain Underlying ETF losses and a
cap (the “Cap”) as set forth in the following table:
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Investment
Period Start |
Investment
Period End |
Buffer
(before Fund fees and expenses) |
Buffer
(after Fund fees and expenses) |
Cap
(before Fund fees and expenses) |
Cap
(after Fund fees and expenses) |
| May
1, 2026 |
January
29, 2027 |
15% |
14.51% |
9.51% |
9.14% |
The
Current Investment Period
The
current and first Investment Period of the Fund’s operation is less than a full
calendar year, beginning on May 1, 2026 and ending on January 29,
2027. For the current Investment Period, the Cap is 9.51% before taking into
account any fees or expenses charged to, or transaction costs incurred by, the
Fund or Underlying ETF. When the Fund’s annualized management fee of 0.49% of
its average daily net assets is taken into account, the Cap for the current
Investment Period is reduced to 9.14%. The returns that the Fund seeks to
provide do not take into account the costs associated with buying shares of the
Underlying Fund and any other expenses incurred by the Fund. The Fund’s website,
www.paceretfs.com/products/structured-outcome-strategie, provides more
information about the potential outcomes of an investment in the Fund during the
current Investment Period, including the remaining Cap.
The
Underlying ETF
In
general, the structured outcomes the Fund seeks for investors that hold Fund
shares for an entire Investment Period are as follows, though there can be no
guarantee these results will be achieved:
•If
the Underlying ETF appreciates over the Investment Period, the strategy is
intended to provide upside participation that matches the returns of the
Underlying ETF, up to the Cap that is determined at the start of the Investment
Period.
•If
the Underlying ETF declines in value over the Investment Period by up to 15%,
the strategy is designed to provide a flat return for the Fund (i.e.,
neither a gain nor a loss), before fees and expenses of the Fund. For example,
if the Underlying ETF loses 10% over the Investment Period, the strategy is
designed for the Fund to have a flat return of 0%, before fees and expenses of
the Fund.
•If
the Underlying ETF declines in value over the Investment Period, the strategy is
designed to protect the Fund from the first 15% of Underlying ETF losses, while
experiencing losses greater than 15% on a one-to-one basis with the Underlying
ETF, before fees and expenses of the Fund. For example, if the Underlying ETF
loses 20% over the Investment Period, the strategy is designed for the Fund to
have losses of 5% (20% less the Buffer of 15%), before Fund fees and
expenses.
The
following charts illustrate the hypothetical returns that the FLEX Options seek
to provide with respect to the performance of the Underlying ETF in certain
illustrative scenarios over the course of the Investment Period. These charts do
not take into account payment by the Fund of fees and expenses. There
is no guarantee that the Fund will be successful in providing these investment
outcomes for any Investment Period.
Investors
purchasing Shares during an Investment Period will experience different results.
The Fund’s website, www.paceretfs.com/products/structured-outcome-strategies,
provides information relating to the possible outcomes for an investor of an
investment in the Fund on a daily basis, including the Fund’s position relative
to the Cap and Buffer. Before purchasing Shares, an investor should visit the
Fund’s website to review this information and understand the possible outcomes
of an investment in Shares on a particular day.
Subsequent
Investment Periods will begin on the day the prior Investment Period ends and
will end on the approximate one-year anniversary of that new Investment Period.
On the first day of each new Investment Period, the Fund resets by investing in
a new set of FLEX Options that will provide a new Cap for the new Investment
Period. This means that the Cap will change for each Investment Period based
upon prevailing market conditions at the beginning of each Investment
Period.
The
Cap and Buffer, and the Fund’s position relative to each, should be considered
before investing in the Fund. The
Fund will be perpetually offered and not terminate after the current or any
subsequent Investment Period.
Purchases
During an Investment Period
An
investor that purchases Shares other than on the first day of an Investment
Period and/or sells Shares prior to the end of an Investment Period may
experience results that are very different from the outcomes sought by the Fund
for that Investment Period.
Both
the Cap and Buffer are fixed levels that are calculated in relation to the
Underlying ETF’s share price return and the Fund’s net asset value (“NAV”) at
the start of an Investment Period. While the Cap and Buffer reference the
performance of the Underlying ETF over the Investment Period, the Fund expects
its NAV to experience the same general price movement, Cap, and Buffer as a
percentage gain or loss by the Underlying ETF over the Investment Period, before
fees and expenses of the Fund.
Because
the Underlying ETF’s share price return and the Fund’s NAV change over the
Investment Period, an investor acquiring Shares after the start of the
Investment Period will likely have a different return potential than an investor
who purchased Shares at the start of the Investment Period. This
is because, while the Cap and Buffer for the Investment Period are fixed levels
that remain constant throughout the Investment Period, an investor purchasing
Shares at market value during the Investment Period likely purchased Shares at a
price that is different from the Fund’s NAV at the start of the Investment
Period (i.e.,
the NAV that the Cap and Buffer reference). In addition, the price of the
Underlying ETF during the Investment Period is likely to be different from the
price of the Underlying ETF at the start of the Investment Period. To
achieve the structured outcomes sought by the Fund for an Investment Period, an
investor must hold Shares for the entire Investment Period. An investment in the
Fund may not be appropriate for investors who do not intend to hold the Fund for
the entire Investment Period.
Buffer
The
Fund seeks to provide a Buffer on the first 15% loss of the Underlying ETF over
each Investment Period. After the Underlying ETF has decreased in price by more
than 15%, the Fund is expected to experience subsequent losses on a one-to-one
basis (e.g.,
if the Underlying ETF loses 20%, the Fund loses 5%). The Buffer is before taking
into account the fees and expenses of the Fund charged to
shareholders.
If
an investor is considering purchasing Shares during the Investment Period and
the Fund has already decreased in value by at least 15% since the first day of
the Investment Period (the “Initial Fund Value”), an investor purchasing Shares
at that price will have increased gains available prior to reaching the
Cap
but
may
not benefit from the Buffer
that the Fund seeks to offer for the remainder of the Investment Period. The Cap
and Buffer relative to the Initial Fund Value will not change over the
Investment Period.
Conversely,
if an investor is considering purchasing Shares during the Investment Period and
the Fund has already increased in value, then a shareholder may experience
losses prior to gaining the protection offered by the Buffer, which is not
guaranteed.
The
Buffer only provides limited downside protection. Once losses on the Underlying
ETF exceed the Buffer, investors will bear the risk of any further
losses.
Cap
The
returns of the Fund are subject to the Cap set forth in the above table for the
Investment Period. Unlike other investment products, the potential returns an
investor can receive from the Fund are subject to a pre-determined upside return
Cap that represents the maximum percentage return an investor can achieve from
an investment in the Fund for an entire Investment Period. In the event the
Underlying ETF experiences gains over an Investment Period, the Fund seeks to
provide investment returns that match the percentage increase of the Underlying
ETF, but any percentage gains over the amount of the Cap will not be experienced
by the Fund. This
means that, if the Underlying ETF experiences gains for an Investment Period in
excess of the Cap for that Investment Period, the Fund will not benefit from
those excess gains.
Therefore,
regardless of the performance of the Underlying ETF, the Cap is the maximum
return an investor can achieve from an investment in the Fund for that
Investment Period.
An
investor who sells Shares before the end of an Investment Period may not fully
realize the maximum return during the Investment Period and may be exposed to
greater risk of loss and less potential gain.
The
Cap is set on the first day of each Investment Period. Following the close of
business on the last day of the Investment Period, the Fund will supplement its
prospectus by filing and mailing to shareholders a notice disclosing the Fund’s
Cap for the next Investment Period if such Cap is lower than the Cap for the
prior Investment Period. The information will also be available on the Fund’s
website at
www.paceretfs.com/products/structured-outcome-strategies.
The
Cap is determined prior to taking into account annual operating expenses of the
Fund, which are disclosed above under “Fees and Expenses of the Fund,” as well
as brokerage commissions, trading fees, taxes, and any extraordinary expenses
incurred by the Fund. Such extraordinary expenses (incurred outside of the
ordinary operation of the Fund) may include, for example, unexpected litigation,
regulatory, or tax expenses.
The
Cap level is a result of the design of the Fund’s principal investment strategy.
To provide the Buffer, the Fund purchases a series of put and call FLEX Options
on the first day of an Investment Period. As the purchaser of these FLEX
Options, the Fund is obligated to pay a premium to the seller of those FLEX
Options. The portfolio manager will calculate the amount of premiums that the
Fund will owe on the put options acquired and sold to provide the Buffer and
will then go into the market and sell call options with terms that entitle the
Fund to receive premiums such that the net amount of premiums paid per unit of
the Underlying ETF is approximately equal to the price per unit of shares of the
Underlying ETF. The Cap is the strike price of those sold FLEX Options. The
defined Cap applicable to an Investment Period will vary based on prevailing
market conditions at the time, including then-current interest rate levels,
Underlying ETF volatility, and the relationship of puts and calls on the
underlying FLEX Options.
The
Cap, and the Fund’s position relative to it on any given day, should be
considered before investing in the Fund. If
an investor purchases Shares during an Investment Period, and the Fund has
already increased in value above its Initial Fund Value for that Investment
Period to a level near to the Cap, an investor purchasing Shares will have
limited to no gain potential for the remainder of the Investment Period.
However, the investor will remain vulnerable to significant downside risk
because the investor will bear the losses between the price at which it
purchased its Shares and the Initial Fund Value for the Investment Period before
subsequent losses will be protected by the Buffer.
General
Information about FLEX Options
FLEX
Options are exchange-traded options contracts with uniquely customizable terms
like exercise price, style, and expiration date. The Underlying ETF is an
exchange-traded unit investment trust that seeks to provide investment results
that, before expenses, correspond generally to the performance of the S&P
500®
Index. The Underlying ETF uses a full replication strategy, meaning it invests
in all of the component securities of the S&P 500®
Index in the same approximate proportions as in the S&P 500®
Index. See
“Additional Information About the Funds—The Underlying ETF” below for more
information.
The
FLEX Options that the Fund will hold that reference the Underlying ETF will give
the Fund the right to receive or deliver shares of the Underlying ETF on the
option expiration date at a strike price, depending on whether the option is a
put or call option and whether the Fund purchases or sells the option. The FLEX
Options held by the Fund are European-style options, which are exercisable at
the strike price only on the FLEX Option expiration date.
The
Fund will generally, under normal conditions, hold four kinds of FLEX Options
for each Investment Period. The Fund will purchase a call option (giving the
Fund the right to receive shares of the Underlying ETF) and a put option (giving
the Fund the right to deliver shares of the Underlying ETF), while
simultaneously selling (i.e.,
writing) a call option (giving the Fund the obligation to deliver shares of the
Underlying ETF) and a put option (giving the Fund the obligation to receive
shares of the Underlying ETF). The Fund intends to structure the FLEX Options so
that any amount owed by the Fund on the written FLEX Options will be covered by
payouts at expiration from the purchased FLEX Options. As a result, the FLEX
Options will be fully covered and no additional collateral will be necessary
during the life of the Fund. The Fund receives premiums in exchange for the
written FLEX Options and pays premiums in exchange for the purchased FLEX
Options. Each of the FLEX Options purchased and sold throughout the Investment
Period will have the same terms, such as strike price and expiration date, as
the FLEX Options purchased and sold on the first day of the Investment
Period.
On
the FLEX Options’ expiration date, the Fund intends to sell the FLEX Options
prior to their expiration and use the resulting proceeds to purchase new FLEX
Options for the next Investment Period.
The
Fund is classified as “non-diversified” under the Investment Company Act of
1940, as amended (the “1940 Act”).
Principal
Risks of Investing in the Fund
You can lose
money on your investment in the Fund. The Fund is subject to the
risks summarized below. Some or all of these risks may adversely affect the
Fund’s net asset value per share (“NAV”), trading price, yield, total return
and/or ability to meet its objectives. The Fund has characteristics unlike many
other traditional investment products and may not be suitable for all investors.
For more information about the risks of investing in the Fund, see the section
in the Fund’s prospectus entitled “Additional Information about the Principal
Risks of Investing in the Funds.” The principal risks are presented in
alphabetical order to facilitate finding particular risks and comparing them
with other funds. Each risk summarized below is considered a “principal risk” of
investing in the Fund, regardless of the order in which it appears.
•Buffered
Loss Risk.
There can be no guarantee that the Fund will be successful in its strategy to
buffer against Underlying ETF losses. Despite
the intended Buffer, a shareholder could lose their entire
investment. The Fund’s strategy seeks to deliver returns that match the share
price return of the Underlying ETF (up to the Cap), while limiting downside
losses, if Shares are bought on the day on which the Fund enters into the FLEX
Options and held until those FLEX Options expire at the end of each Investment
Period. In the event an investor purchases Shares after the date on which the
FLEX Options were entered into or sells Shares prior to the expiration of the
FLEX Options, the Buffer that the Fund seeks to provide may not be available and
the investor may not get the full benefit of the Buffer. The Fund might not
achieve its objective in certain circumstances. The Fund does not provide
principal protection and an investor may experience significant losses on its
investment, including loss of its entire investment.
•Cap
Change Risk. A new Cap is established at the beginning of each Investment Period
and is dependent on prevailing market conditions. As a result, the Cap may rise
or fall from one Investment Period to the next and is unlikely to remain the
same for consecutive Investment Periods.
•Capped
Upside Risk. The Fund’s strategy seeks to provide returns that match those of the
Underlying ETF for Shares purchased on the first day of an Investment Period and
held for the entire Investment Period, subject to a pre-determined upside Cap.
If an investor does not hold its Shares for an entire Investment Period, the
returns realized by that investor may not match those the Fund seeks to achieve.
If the Underlying ETF experiences gains during an Investment Period, the Fund
will not participate in those gains beyond the Cap. In the event an investor
purchases Shares after the first day of an Investment Period and the Fund has
risen in value to a level near to the Cap, there may be little or no ability for
that investor to experience an investment gain on their
Shares.
•Counterparty
Risk.
Fund transactions involving a counterparty are subject to the risk that the
counterparty will not fulfill its obligation to the Fund. Counterparty risk may
arise because of the counterparty’s financial condition (i.e., financial difficulties, bankruptcy, or insolvency), market
activities and developments, or other reasons, whether foreseen or not. A
counterparty’s inability to fulfill its obligation may result in significant
financial loss to the Fund. The Fund may be unable to recover its investment
from the counterparty or may obtain a limited recovery, and/or recovery may be
delayed. The OCC acts as guarantor and central counterparty with respect to FLEX
Options. As a result, the ability of the Fund to meet its objective depends on
the OCC being able to meet its obligations. In the unlikely event that the OCC
becomes insolvent or is otherwise unable to meet its settlement obligations, the
Fund could suffer significant losses.
•ETF
Risks.
The Fund is an ETF and, as a result of an ETF’s structure, is exposed to the
following risks:
◦Authorized
Participants (“APs”), Market Makers, and Liquidity Providers Concentration
Risk.
The Fund has a limited number of financial institutions that may act
as APs. In addition, there may be a limited number of market makers and/or
liquidity providers in the marketplace. To the extent either of the following
events occur, shares of the Fund may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Cash
Redemption Risk. The Fund’s investment strategy may require it to redeem Shares for
cash or to otherwise include cash as part of its redemption proceeds. The Fund
may be required to sell or unwind portfolio investments to obtain the cash
needed to distribute redemption proceeds. This may cause the Fund to recognize a
capital gain that it might not have recognized if it had made a redemption
in-kind. As a result, the Fund may pay out higher annual capital gain
distributions than if the in-kind redemption process was used. ETF shares can
only be redeemed in creation units by APs. Individual shareholders may only
purchase and sell ETF shares on a secondary market.
◦Costs
of Buying or Selling Shares of the Fund. Due to the costs of buying or selling shares of the Fund, including
brokerage commissions imposed by brokers and bid/ask spreads, frequent trading
of shares of the Fund may significantly reduce investment results and an
investment in shares of the Fund may not be advisable for investors who
anticipate regularly making small investments.
◦Shares
of the Fund May Trade at Prices Other Than NAV. As with all ETFs, shares of the Fund may be bought and sold in the
secondary market at market prices. The price of shares of the Fund, like the
price of all traded securities, will be subject to factors such as supply and
demand, as well as the current value of the Fund’s portfolio holdings. Although
it is expected that the market price of the shares of the Fund will approximate
the Fund’s NAV, there may be times when the market price of the shares is more
than the NAV intra-day (premium) or less than the NAV intra-day (discount). This
risk is heightened in times of market volatility, periods of steep market
declines, and periods when there is limited trading activity for shares in the
secondary market, in which case such premiums or discounts may be significant.
Shares of the Fund will be bought and sold in the secondary market at market
prices.
◦Trading.
Although shares of the Fund are listed for trading on a national securities
exchange, such as Cboe BZX Exchange, Inc. (the “Exchange”), and may be traded on
U.S. exchanges other than the Exchange, there can be no assurance that shares of
the Fund will trade with any volume, or at all, on any stock exchange. In
stressed market conditions, the liquidity of shares of the Fund may begin to
mirror the liquidity of the Fund’s underlying portfolio holdings, which can be
significantly less liquid than shares of the
Fund.
•FLEX
Options Correlation Risk. The FLEX Options held by the Fund will be exercisable at the strike
price only on their expiration date. Prior to the expiration date, the value of
the FLEX Options will be determined based upon market quotations or using other
recognized pricing methods. The value of the FLEX Options prior to the
expiration date may vary because of related factors other than the value of the
Underlying ETF. Factors that may influence the value of the FLEX Options, other
than changes in the value of the Underlying ETF, may include interest rate
changes, changing supply and demand, decreased liquidity of the FLEX Options,
and changing volatility levels of the Underlying ETF.
•FLEX
Options Liquidity Risk. The FLEX Options are listed on an exchange; however, no one can
guarantee that a liquid secondary trading market will exist for the FLEX
Options. In the event that trading in the FLEX Options is limited or absent, the
value of the Fund’s FLEX Options may decrease. In a less liquid market for the
FLEX Options, liquidating the FLEX Options may require the payment of a premium
(for written FLEX Options) or acceptance of a discounted price (for purchased
FLEX Options) and may take longer to complete. A less liquid trading market may
adversely impact the value of the FLEX Options and Fund shares and result in the
Fund being unable to achieve its investment objective. The trading in FLEX
Options may be less deep and liquid than the market for certain other
securities. FLEX Options may be less liquid than certain non-customized options.
In a less liquid market for the FLEX Options, the liquidation of a large number
of options may more significantly impact the price. A less liquid trading market
may adversely impact the value of the FLEX Options and the value of your
investment.
•FLEX
Options Valuation Risk.
The value of the FLEX Options will be determined based upon market quotations or
using other recognized pricing methods. The value of the FLEX Options prior to
the expiration date may vary because of related factors other than the value of
the Underlying ETF. During periods of reduced market liquidity or in the absence
of readily available market quotations for the holdings of the Fund, the ability
of the Fund to value the FLEX Options becomes more difficult and the judgment of
the Fund’s investment adviser or
sub-adviser (employing the fair value procedures adopted by the Board
of Trustees of the Trust) may play a greater role in the valuation of the Fund’s
holdings due to reduced availability of reliable objective pricing
data.
•Investment
Period Risk.
The Fund’s investment strategy is designed to deliver returns that match the
share price return of the Underlying ETF if Shares are bought on the day on
which the Fund enters into the FLEX Options (i.e., the first day of an Investment Period) and held until those FLEX
Options expire at the end of the Investment Period. In the event an investor
purchases Shares after the first day of an Investment Period or sells Shares
prior to the expiration of the Investment Period, the value of that investor’s
investment in Shares may not be buffered against a decline in the value of the
Underlying ETF and may not participate in a gain in the value of the Underlying
ETF up to the Cap for the investor’s investment period.
•Large-Capitalization
Investing Risk. The Fund may invest in the securities of large-capitalization
companies. As a result, the Fund’s performance may be adversely affected if
securities of large-capitalization companies underperform securities of
smaller-capitalization companies or the market as a whole. The securities of
large-capitalization companies may be relatively mature compared to smaller
companies and therefore subject to slower growth during times of economic
expansion.
•Management
Risk. The Fund is subject to management risk because it is an actively
managed portfolio. In managing the Fund’s investment portfolio, the portfolio
manager will apply investment techniques and risk analyses that may not produce
the desired result. There can be no guarantee that the Fund will meet its
investment objective.
•Market
Risk. Market risk is the risk that a particular security, or Shares in
general, may fall in value. Securities are subject to market fluctuations caused
by such factors as economic, political, regulatory or market developments,
changes in interest rates, and perceived trends in securities prices. Shares
could decline in value or underperform other investments. In addition, local,
regional, or global events such as war, acts of terrorism, spread of infectious
diseases or other public health issues, recessions, or other events could have a
significant negative impact on the Fund and its investments. Such events may
affect certain geographic regions, countries, sectors, and industries more
significantly than others. Such events could adversely affect the prices and
liquidity of the Fund’s portfolio securities or other instruments and could
result in disruptions in the trading markets.
•New
Fund Risk. The
Fund is new with no operating history. As a result, there can be no assurance
that the Fund will grow to or maintain an economically viable size, in which
case it could ultimately liquidate. The Fund’s distributor does not maintain a
secondary market in Fund shares.
•Non-Diversification
Risk. The Fund is considered to be non-diversified, which means that it may
invest more of its assets in the securities of a single issuer or a smaller
number of issuers than if it were a diversified fund. As a result, the Fund may
be more exposed to the risks associated with and developments affecting an
individual issuer or a smaller number of issuers than a fund that invests more
widely. This may increase the Fund’s volatility and cause the performance of a
relatively smaller number of issuers to have a greater impact on the Fund’s
performance.
•Special
Tax Risk.
The Fund intends to qualify as a “regulated Investment company” (“RIC”),
however, the federal income tax treatment of certain aspects of the proposed
operations of the Fund are not entirely clear. This includes the tax aspects of
the Fund’s options strategy, its hedging strategy, the possible application of
the “straddle” rules, and various loss limitation provisions of the Internal
Revenue Code of 1986, as amended. If, in any year, the Fund fails to qualify as
a regulated investment company under the applicable tax laws, the Fund would be
taxed as an ordinary corporation. Certain options on an ETF may not qualify as
“Section 1256 contracts” under Section 1256 of the Code, and disposition of such
options will likely result in short-term or long-term capital gains or losses
depending on the holding period.
In
the event that a shareholder purchases Shares shortly before a distribution by
the Fund, the entire distribution may be taxable to the shareholder even though
a portion of the distribution effectively represents a return of the purchase
price.
•Suitability
Risk.
The Fund’s unique characteristics (i.e., the imperative of holding Shares for
the entire Investment Period, the Cap and Buffer) distinguish it from other
investment products and may make it an unsuitable investment for some
investors.
•Underlying
ETF Risk. The Fund invests in FLEX Options that reference an ETF, which
subjects the Fund to certain of the risks of owning shares of an ETF, as well as
the types of instruments in which the Underlying ETF invests. The value of an
ETF will fluctuate over time based on fluctuations in the values of the
securities held by the ETF, which may be affected by changes in general economic
conditions, expectations for future growth and profits, interest rates and the
supply and demand for those securities. In addition, ETFs are subject to
authorized participant concentration risk, market maker risk, premium/discount
risk, tracking error risk and trading issues risk. Brokerage, tax and other
expenses may negatively impact the performance of the Underlying ETF and, in
turn, the value of the Fund’s shares. An ETF that tracks an index may not
exactly match the performance of the index due to cash drag, differences between
the portfolio of the ETF and the components of the index, expenses, and other
factors.
Fund
Performance
Performance information for the Fund is not
included because the Fund did not commence operations prior to the date of this
Prospectus. In the future, performance for the Fund will be
presented in this section. Updated performance information will be available on
the Fund’s website at www.PacerETFs.com
or by calling the Fund toll-free at 1-877-337-0500.
Management
Investment
Adviser
Pacer
Advisors, Inc. (the “Adviser”) serves as investment adviser to the Fund.
Investment
Sub-Adviser
Swan
Global Management, LLC (“Swan” or the “Sub-Adviser”) serves as investment
sub-adviser to the Fund.
Portfolio
Manager
Chris
Hausman, CMT, CAIA, Senior Portfolio Manager and Managing Director-Risk of the
Sub-Adviser, has served as the Fund’s portfolio manager since its inception. Mr.
Hausman is responsible for the day-to-day management of the Fund.
Buying
and Selling Fund Shares
The
Fund is an ETF. This means that individual Shares of the Fund may only be
purchased and sold in the secondary market through brokers at market prices,
rather than NAV. Because Shares trade at market prices rather than NAV, Shares
may trade at a price greater than NAV (premium) or less than NAV
(discount).
The
Fund generally issues and redeems shares at NAV only in large blocks of shares
known as “Creation Units,” which only institutions or large investors may
purchase or redeem. The Fund generally issues and redeems Creation Units in
exchange for a portfolio of securities (the “Deposit Securities”) and/or a
designated amount of U.S. cash that the Fund specifies each day.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a seller is
willing to accept for Shares (ask) when buying or selling Shares in the
secondary market (the “bid-ask spread”). Recent information about the Fund,
including its net asset value, market price, premiums and discounts, and bid-ask
spreads is available on the Fund’s website at www.PacerETFs.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an
individual retirement account (“IRA”) or other tax-advantaged retirement
account. Distributions may be taxable upon withdrawal from tax-deferred
accounts.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase the Fund through a broker or other financial intermediary (such as
a bank), the Adviser, the Sub-Adviser, and their related companies may pay the
intermediary for activities related to the marketing and promotion of the Fund.
These payments may create a conflict of interest by influencing the
broker-dealer or other intermediary and your sales person to recommend the Fund
over another investment. Ask your salesperson or visit your financial
intermediary’s website for more information.
Investment
Objective
The
Pacer Swan SOS Moderate (March) ETF (the “Fund”) seeks to provide investors with
returns that, before fees and expenses of the Fund, match those of the
SPDR®
S&P 500®
ETF Trust (“the Underlying ETF”) up to a predetermined upside cap of 10.02%
(before fees and expenses of the Fund) and 9.67% (after fees and expenses of the
Fund), while providing a buffer against the first 15% of Underlying ETF losses,
over the period from June 12, 2026 to February 26,
2027.
Fees and Expenses of the
Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
|
|
|
|
| |
|
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
|
| Management
Fees |
0.49% |
| Distribution
and/or Service (12b-1) Fees |
None |
|
Other
Expenses* |
0.00% |
|
Total
Annual Fund Operating Expenses |
0.49% |
*
Estimated for the current fiscal
year.
Example
The following example is intended to help retail investors compare
the cost of investing in the Fund with the cost of investing in other funds. It
illustrates the hypothetical expenses that such investors would incur over
various periods if they were to invest $10,000 in the Fund for the time periods
indicated and then redeem all of the Shares at the end of those periods. This
example assumes that the Fund provides a return of 5% a year and that operating
expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions, your costs would
be:
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund
Shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the Fund’s performance.
Because the Fund is newly organized, portfolio turnover information is not yet
available.
Principal Investment
Strategies of the Fund
The
Fund is an actively managed exchange-traded fund (“ETF”) that, under normal
market conditions, invests substantially all of its assets in FLexible
EXchange®
Options
(“FLEX Options”) that reference the share price return of the SPDR®
S&P 500® ETF Trust (the “Underlying ETF”). Due to the unique
mechanics of the Fund’s strategy, the return an investor can expect to receive
from an investment in the Fund has characteristics that are distinct from many
other investment vehicles.
It is important that an investor understand these characteristics before making
an investment in the Fund.
The
Fund uses FLEX Options to employ a “structured outcome strategy.” Structured
outcome strategies seek to produce pre-determined target investment outcomes
based upon the performance of an underlying security or index. The
pre-determined outcomes sought by the Fund are intended to reflect the
performance of the Underlying ETF over the period (the “Investment Period”),
subject to a buffer (the “Buffer”) against certain Underlying ETF losses and a
cap (the “Cap”) as set forth in the following table:
|
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Investment
Period Start |
Investment
Period End |
Buffer
(before Fund fees and expenses) |
Buffer
(after Fund fees and expenses) |
Cap
(before Fund fees and expenses) |
Cap
(after Fund fees and expenses) |
| June
12, 2026 |
February
26, 2027 |
15% |
14.51% |
10.02% |
9.67% |
The
Current Investment Period
The
current and first Investment Period of the Fund’s operation is less than a full
calendar year, beginning on June 12, 2026 and ending on February 26,
2027. For the current Investment Period, the Cap is 10.02% before taking into
account any fees or expenses charged to, or transaction costs incurred by, the
Fund or Underlying ETF. When the Fund’s annualized management fee of 0.49% of
its average daily net assets is taken into account, the Cap for the current
Investment Period is reduced to 9.67%. The returns that the Fund seeks to
provide do not take into account the costs associated with buying shares of the
Underlying Fund and any other expenses incurred by the Fund. The Fund’s website,
www.paceretfs.com/products/structured-outcome-strategie, provides more
information about the potential outcomes of an investment in the Fund during the
current Investment Period, including the remaining Cap.
The
Underlying ETF
In
general, the structured outcomes the Fund seeks for investors that hold Fund
shares for an entire Investment Period are as follows, though there can be no
guarantee these results will be achieved:
•If
the Underlying ETF appreciates over the Investment Period, the strategy is
intended to provide upside participation that matches the returns of the
Underlying ETF, up to the Cap that is determined at the start of the Investment
Period.
•If
the Underlying ETF declines in value over the Investment Period by up to 15%,
the strategy is designed to provide a flat return for the Fund (i.e.,
neither a gain nor a loss), before fees and expenses of the Fund. For example,
if the Underlying ETF loses 10% over the Investment Period, the strategy is
designed for the Fund to have a flat return of 0%, before fees and expenses of
the Fund.
•If
the Underlying ETF declines in value over the Investment Period, the strategy is
designed to protect the Fund from the first 15% of Underlying ETF losses, while
experiencing losses greater than 15% on a one-to-one basis with the Underlying
ETF, before fees and expenses of the Fund. For example, if the Underlying ETF
loses 20% over the Investment Period, the strategy is designed for the Fund to
have losses of 5% (20% less the Buffer of 15%), before Fund fees and
expenses.
The
following charts illustrate the hypothetical returns that the FLEX Options seek
to provide with respect to the performance of the Underlying ETF in certain
illustrative scenarios over the course of the Investment Period. These charts do
not take into account payment by the Fund of fees and expenses. There
is no guarantee that the Fund will be successful in providing these investment
outcomes for any Investment Period.
Investors
purchasing Shares during an Investment Period will experience different results.
The Fund’s website, www.paceretfs.com/products/structured-outcome-strategies,
provides information relating to the possible outcomes for an investor of an
investment in the Fund on a daily basis, including the Fund’s position relative
to the Cap and Buffer. Before purchasing Shares, an investor should visit the
Fund’s website to review this information and understand the possible outcomes
of an investment in Shares on a particular day.
Subsequent
Investment Periods will begin on the day the prior Investment Period ends and
will end on the approximate one-year anniversary of that new Investment Period.
On the first day of each new Investment Period, the Fund resets by investing in
a new set of FLEX Options that will provide a new Cap for the new Investment
Period. This means that the Cap will change for each Investment Period based
upon prevailing market conditions at the beginning of each Investment
Period.
The
Cap and Buffer, and the Fund’s position relative to each, should be considered
before investing in the Fund. The
Fund will be perpetually offered and not terminate after the current or any
subsequent Investment Period.
Purchases
During an Investment Period
An
investor that purchases Shares other than on the first day of an Investment
Period and/or sells Shares prior to the end of an Investment Period may
experience results that are very different from the outcomes sought by the Fund
for that Investment Period.
Both
the Cap and Buffer are fixed levels that are calculated in relation to the
Underlying ETF’s share price return and the Fund’s net asset value (“NAV”) at
the start of an Investment Period. While the Cap and Buffer reference the
performance of the Underlying ETF over the Investment Period, the Fund expects
its NAV to experience the same general price movement, Cap, and Buffer as a
percentage gain or loss by the Underlying ETF over the Investment Period, before
fees and expenses of the Fund.
Because
the Underlying ETF’s share price return and the Fund’s NAV change over the
Investment Period, an investor acquiring Shares after the start of the
Investment Period will likely have a different return potential than an investor
who purchased Shares at the start of the Investment Period. This
is because, while the Cap and Buffer for the Investment Period are fixed levels
that remain constant throughout the Investment Period, an investor purchasing
Shares at market value during the Investment Period likely purchased Shares at a
price that is different from the Fund’s NAV at the start of the Investment
Period (i.e.,
the NAV that the Cap and Buffer reference). In addition, the price of the
Underlying ETF during the Investment Period is likely to be different from the
price of the Underlying ETF at the start of the Investment Period. To
achieve the structured outcomes sought by the Fund for an Investment Period, an
investor must hold Shares for the entire Investment Period. An investment in the
Fund may not be appropriate for investors who do not intend to hold the Fund for
the entire Investment Period.
Buffer
The
Fund seeks to provide a Buffer on the first 15% loss of the Underlying ETF over
each Investment Period. After the Underlying ETF has decreased in price by more
than 15%, the Fund is expected to experience subsequent losses on a one-to-one
basis (e.g.,
if the Underlying ETF loses 20%, the Fund loses 5%). The Buffer is before taking
into account the fees and expenses of the Fund charged to
shareholders.
If
an investor is considering purchasing Shares during the Investment Period and
the Fund has already decreased in value by at least 15% since the first day of
the Investment Period (the “Initial Fund Value”), an investor purchasing Shares
at that price will have increased gains available prior to reaching the
Cap
but
may
not benefit from the Buffer
that the Fund seeks to offer for the remainder of the Investment Period. The Cap
and Buffer relative to the Initial Fund Value will not change over the
Investment Period.
Conversely,
if an investor is considering purchasing Shares during the Investment Period and
the Fund has already increased in value, then a shareholder may experience
losses prior to gaining the protection offered by the Buffer, which is not
guaranteed.
The
Buffer only provides limited downside protection. Once losses on the Underlying
ETF exceed the Buffer, investors will bear the risk of any further
losses.
Cap
The
returns of the Fund are subject to the Cap set forth in the above table for the
Investment Period. Unlike other investment products, the potential returns an
investor can receive from the Fund are subject to a pre-determined upside return
Cap that represents the maximum percentage return an investor can achieve from
an investment in the Fund for an entire Investment Period. In the event the
Underlying ETF experiences gains over an Investment Period, the Fund seeks to
provide investment returns that match the percentage increase of the Underlying
ETF, but any percentage gains over the amount of the Cap will not be experienced
by the Fund. This
means that, if the Underlying ETF experiences gains for an Investment Period in
excess of the Cap for that Investment Period, the Fund will not benefit from
those excess gains.
Therefore,
regardless of the performance of the Underlying ETF, the Cap is the maximum
return an investor can achieve from an investment in the Fund for that
Investment Period.
An
investor who sells Shares before the end of an Investment Period may not fully
realize the maximum return during the Investment Period and may be exposed to
greater risk of loss and less potential gain.
The
Cap is set on the first day of each Investment Period. Following the close of
business on the last day of the Investment Period, the Fund will supplement its
prospectus by filing and mailing to shareholders a notice disclosing the Fund’s
Cap for the next Investment Period if such Cap is lower than the Cap for the
prior Investment Period. The information will also be available on the Fund’s
website at
www.paceretfs.com/products/structured-outcome-strategies.
The
Cap is determined prior to taking into account annual operating expenses of the
Fund, which are disclosed above under “Fees and Expenses of the Fund,” as well
as brokerage commissions, trading fees, taxes, and any extraordinary expenses
incurred by the Fund. Such extraordinary expenses (incurred outside of the
ordinary operation of the Fund) may include, for example, unexpected litigation,
regulatory, or tax expenses.
The
Cap level is a result of the design of the Fund’s principal investment strategy.
To provide the Buffer, the Fund purchases a series of put and call FLEX Options
on the first day of an Investment Period. As the purchaser of these FLEX
Options, the Fund is obligated to pay a premium to the seller of those FLEX
Options. The portfolio manager will calculate the amount of premiums that the
Fund will owe on the put options acquired and sold to provide the Buffer and
will then go into the market and sell call options with terms that entitle the
Fund to receive premiums such that the net amount of premiums paid per unit of
the Underlying ETF is approximately equal to the price per unit of shares of the
Underlying ETF. The Cap is the strike price of those sold FLEX Options. The
defined Cap applicable to an Investment Period will vary based on prevailing
market conditions at the time, including then-current interest rate levels,
Underlying ETF volatility, and the relationship of puts and calls on the
underlying FLEX Options.
The
Cap, and the Fund’s position relative to it on any given day, should be
considered before investing in the Fund. If
an investor purchases Shares during an Investment Period, and the Fund has
already increased in value above its Initial Fund Value for that Investment
Period to a level near to the Cap, an investor purchasing Shares will have
limited to no gain potential for the remainder of the Investment Period.
However, the investor will remain vulnerable to significant downside risk
because the investor will bear the losses between the price at which it
purchased its Shares and the Initial Fund Value for the Investment Period before
subsequent losses will be protected by the Buffer.
General
Information about FLEX Options
FLEX
Options are exchange-traded options contracts with uniquely customizable terms
like exercise price, style, and expiration date. The Underlying ETF is an
exchange-traded unit investment trust that seeks to provide investment results
that, before expenses, correspond generally to the performance of the S&P
500®
Index. The Underlying ETF uses a full replication strategy, meaning it invests
in all of the component securities of the S&P 500®
Index in the same approximate proportions as in the S&P 500®
Index. See
“Additional Information About the Funds—The Underlying ETF” below for more
information.
The
FLEX Options that the Fund will hold that reference the Underlying ETF will give
the Fund the right to receive or deliver shares of the Underlying ETF on the
option expiration date at a strike price, depending on whether the option is a
put or call option and whether the Fund purchases or sells the option. The FLEX
Options held by the Fund are European-style options, which are exercisable at
the strike price only on the FLEX Option expiration date.
The
Fund will generally, under normal conditions, hold four kinds of FLEX Options
for each Investment Period. The Fund will purchase a call option (giving the
Fund the right to receive shares of the Underlying ETF) and a put option (giving
the Fund the right to deliver shares of the Underlying ETF), while
simultaneously selling (i.e.,
writing) a call option (giving the Fund the obligation to deliver shares of the
Underlying ETF) and a put option (giving the Fund the obligation to receive
shares of the Underlying ETF). The Fund intends to structure the FLEX Options so
that any amount owed by the Fund on the written FLEX Options will be covered by
payouts at expiration from the purchased FLEX Options. As a result, the FLEX
Options will be fully covered and no additional collateral will be necessary
during the life of the Fund. The Fund receives premiums in exchange for the
written FLEX Options and pays premiums in exchange for the purchased FLEX
Options. Each of the FLEX Options purchased and sold throughout the Investment
Period will have the same terms, such as strike price and expiration date, as
the FLEX Options purchased and sold on the first day of the Investment
Period.
On
the FLEX Options’ expiration date, the Fund intends to sell the FLEX Options
prior to their expiration and use the resulting proceeds to purchase new FLEX
Options for the next Investment Period.
The
Fund is classified as “non-diversified” under the Investment Company Act of
1940, as amended (the “1940 Act”).
Principal
Risks of Investing in the Fund
You can lose
money on your investment in the Fund. The Fund is subject to the
risks summarized below. Some or all of these risks may adversely affect the
Fund’s net asset value per share (“NAV”), trading price, yield, total return
and/or ability to meet its objectives. The Fund has characteristics unlike many
other traditional investment products and may not be suitable for all investors.
For more information about the risks of investing in the Fund, see the section
in the Fund’s prospectus entitled “Additional Information about the Principal
Risks of Investing in the Funds.” The principal risks are presented in
alphabetical order to facilitate finding particular risks and comparing them
with other funds. Each risk summarized below is considered a “principal risk” of
investing in the Fund, regardless of the order in which it appears.
•Buffered
Loss Risk.
There can be no guarantee that the Fund will be successful in its strategy to
buffer against Underlying ETF losses. Despite
the intended Buffer, a shareholder could lose their entire
investment. The Fund’s strategy seeks to deliver returns that match the share
price return of the Underlying ETF (up to the Cap), while limiting downside
losses, if Shares are bought on the day on which the Fund enters into the FLEX
Options and held until those FLEX Options expire at the end of each Investment
Period. In the event an investor purchases Shares after the date on which the
FLEX Options were entered into or sells Shares prior to the expiration of the
FLEX Options, the Buffer that the Fund seeks to provide may not be available and
the investor may not get the full benefit of the Buffer. The Fund might not
achieve its objective in certain circumstances. The Fund does not provide
principal protection and an investor may experience significant losses on its
investment, including loss of its entire investment.
•Cap
Change Risk. A new Cap is established at the beginning of each Investment Period
and is dependent on prevailing market conditions. As a result, the Cap may rise
or fall from one Investment Period to the next and is unlikely to remain the
same for consecutive Investment Periods.
•Capped
Upside Risk. The Fund’s strategy seeks to provide returns that match those of the
Underlying ETF for Shares purchased on the first day of an Investment Period and
held for the entire Investment Period, subject to a pre-determined upside Cap.
If an investor does not hold its Shares for an entire Investment Period, the
returns realized by that investor may not match those the Fund seeks to achieve.
If the Underlying ETF experiences gains during an Investment Period, the Fund
will not participate in those gains beyond the Cap. In the event an investor
purchases Shares after the first day of an Investment Period and the Fund has
risen in value to a level near to the Cap, there may be little or no ability for
that investor to experience an investment gain on their
Shares.
•Counterparty
Risk.
Fund transactions involving a counterparty are subject to the risk that the
counterparty will not fulfill its obligation to the Fund. Counterparty risk may
arise because of the counterparty’s financial condition (i.e., financial difficulties, bankruptcy, or insolvency), market
activities and developments, or other reasons, whether foreseen or not. A
counterparty’s inability to fulfill its obligation may result in significant
financial loss to the Fund. The Fund may be unable to recover its investment
from the counterparty or may obtain a limited recovery, and/or recovery may be
delayed. The OCC acts as guarantor and central counterparty with respect to FLEX
Options. As a result, the ability of the Fund to meet its objective depends on
the OCC being able to meet its obligations. In the unlikely event that the OCC
becomes insolvent or is otherwise unable to meet its settlement obligations, the
Fund could suffer significant losses.
•ETF
Risks.
The Fund is an ETF and, as a result of an ETF’s structure, is exposed to the
following risks:
◦Authorized
Participants (“APs”), Market Makers, and Liquidity Providers Concentration
Risk.
The Fund has a limited number of financial institutions that may act
as APs. In addition, there may be a limited number of market makers and/or
liquidity providers in the marketplace. To the extent either of the following
events occur, shares of the Fund may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Cash
Redemption Risk. The Fund’s investment strategy may require it to redeem Shares for
cash or to otherwise include cash as part of its redemption proceeds. The Fund
may be required to sell or unwind portfolio investments to obtain the cash
needed to distribute redemption proceeds. This may cause the Fund to recognize a
capital gain that it might not have recognized if it had made a redemption
in-kind. As a result, the Fund may pay out higher annual capital gain
distributions than if the in-kind redemption process was used. ETF shares can
only be redeemed in creation units by APs. Individual shareholders may only
purchase and sell ETF shares on a secondary market.
◦Costs
of Buying or Selling Shares of the Fund. Due to the costs of buying or selling shares of the Fund, including
brokerage commissions imposed by brokers and bid/ask spreads, frequent trading
of shares of the Fund may significantly reduce investment results and an
investment in shares of the Fund may not be advisable for investors who
anticipate regularly making small investments.
◦Shares
of the Fund May Trade at Prices Other Than NAV. As with all ETFs, shares of the Fund may be bought and sold in the
secondary market at market prices. The price of shares of the Fund, like the
price of all traded securities, will be subject to factors such as supply and
demand, as well as the current value of the Fund’s portfolio holdings. Although
it is expected that the market price of the shares of the Fund will approximate
the Fund’s NAV, there may be times when the market price of the shares is more
than the NAV intra-day (premium) or less than the NAV intra-day (discount). This
risk is heightened in times of market volatility, periods of steep market
declines, and periods when there is limited trading activity for shares in the
secondary market, in which case such premiums or discounts may be significant.
Shares of the Fund will be bought and sold in the secondary market at market
prices.
◦Trading. Although shares of the Fund are listed for
trading on a national securities exchange, such as Cboe BZX Exchange, Inc. (the
“Exchange”), and may be traded on U.S. exchanges other than the Exchange, there
can be no assurance that shares of the Fund will trade with any volume, or at
all, on any stock exchange. In stressed market conditions, the liquidity of
shares of the Fund may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than shares of the
Fund.
•FLEX
Options Correlation Risk. The FLEX Options held by the Fund will be exercisable at the strike
price only on their expiration date. Prior to the expiration date, the value of
the FLEX Options will be determined based upon market quotations or using other
recognized pricing methods. The value of the FLEX Options prior to the
expiration date may vary because of related factors other than the value of the
Underlying ETF. Factors that may influence the value of the FLEX Options, other
than changes in the value of the Underlying ETF, may include interest rate
changes, changing supply and demand, decreased liquidity of the FLEX Options,
and changing volatility levels of the Underlying ETF.
•FLEX
Options Liquidity Risk. The FLEX Options are listed on an exchange; however, no one can
guarantee that a liquid secondary trading market will exist for the FLEX
Options. In the event that trading in the FLEX Options is limited or absent, the
value of the Fund’s FLEX Options may decrease. In a less liquid market for the
FLEX Options, liquidating the FLEX Options may require the payment of a premium
(for written FLEX Options) or acceptance of a discounted price (for purchased
FLEX Options) and may take longer to complete. A less liquid trading market may
adversely impact the value of the FLEX Options and Fund shares and result in the
Fund being unable to achieve its investment objective. The trading in FLEX
Options may be less deep and liquid than the market for certain other
securities. FLEX Options may be less liquid than certain non-customized options.
In a less liquid market for the FLEX Options, the liquidation of a large number
of options may more significantly impact the price. A less liquid trading market
may adversely impact the value of the FLEX Options and the value of your
investment.
•FLEX
Options Valuation Risk.
The value of the FLEX Options will be determined based upon market quotations or
using other recognized pricing methods. The value of the FLEX Options prior to
the expiration date may vary because of related factors other than the value of
the Underlying ETF. During periods of reduced market liquidity or in the absence
of readily available market quotations for the holdings of the Fund, the ability
of the Fund to value the FLEX Options becomes more difficult and the judgment of
the Fund’s investment adviser or
sub-adviser (employing the fair value procedures adopted by the Board
of Trustees of the Trust) may play a greater role in the valuation of the Fund’s
holdings due to reduced availability of reliable objective pricing
data.
•Investment
Period Risk.
The Fund’s investment strategy is designed to deliver returns that match the
share price return of the Underlying ETF if Shares are bought on the day on
which the Fund enters into the FLEX Options (i.e., the first day of an Investment Period) and held until those FLEX
Options expire at the end of the Investment Period. In the event an investor
purchases Shares after the first day of an Investment Period or sells Shares
prior to the expiration of the Investment Period, the value of that investor’s
investment in Shares may not be buffered against a decline in the value of the
Underlying ETF and may not participate in a gain in the value of the Underlying
ETF up to the Cap for the investor’s investment period.
•Large-Capitalization
Investing Risk. The Fund may invest in the securities of large-capitalization
companies. As a result, the Fund’s performance may be adversely affected if
securities of large-capitalization companies underperform securities of
smaller-capitalization companies or the market as a whole. The securities of
large-capitalization companies may be relatively mature compared to smaller
companies and therefore subject to slower growth during times of economic
expansion.
•Management
Risk. The Fund is subject to management risk because it is an actively
managed portfolio. In managing the Fund’s investment portfolio, the portfolio
manager will apply investment techniques and risk analyses that may not produce
the desired result. There can be no guarantee that the Fund will meet its
investment objective.
•Market
Risk. Market risk is the risk that a particular security, or Shares in
general, may fall in value. Securities are subject to market fluctuations caused
by such factors as economic, political, regulatory or market developments,
changes in interest rates, and perceived trends in securities prices. Shares
could decline in value or underperform other investments. In addition, local,
regional, or global events such as war, acts of terrorism, spread of infectious
diseases or other public health issues, recessions, or other events could have a
significant negative impact on the Fund and its investments. Such events may
affect certain geographic regions, countries, sectors, and industries more
significantly than others. Such events could adversely affect the prices and
liquidity of the Fund’s portfolio securities or other instruments and could
result in disruptions in the trading markets.
•New
Fund Risk. The Fund is new with no operating history. As a result, there can be
no assurance that the Fund will grow to or maintain an economically viable size,
in which case it could ultimately liquidate. The Fund’s distributor does not
maintain a secondary market in Fund shares.
•Non-Diversification
Risk. The Fund is considered to be non-diversified, which means that it may
invest more of its assets in the securities of a single issuer or a smaller
number of issuers than if it were a diversified fund. As a result, the Fund may
be more exposed to the risks associated with and developments affecting an
individual issuer or a smaller number of issuers than a fund that invests more
widely. This may increase the Fund’s volatility and cause the performance of a
relatively smaller number of issuers to have a greater impact on the Fund’s
performance.
•Special
Tax Risk.
The Fund intends to qualify as a “regulated Investment company” (“RIC”),
however, the federal income tax treatment of certain aspects of the proposed
operations of the Fund are not entirely clear. This includes the tax aspects of
the Fund’s options strategy, its hedging strategy, the possible application of
the “straddle” rules, and various loss limitation provisions of the Internal
Revenue Code of 1986, as amended. If, in any year, the Fund fails to qualify as
a regulated investment company under the applicable tax laws, the Fund would be
taxed as an ordinary corporation. Certain options on an ETF may not qualify as
“Section 1256 contracts” under Section 1256 of the Code, and disposition of such
options will likely result in short-term or long-term capital gains or losses
depending on the holding period.
In
the event that a shareholder purchases Shares shortly before a distribution by
the Fund, the entire distribution may be taxable to the shareholder even though
a portion of the distribution effectively represents a return of the purchase
price.
•Suitability
Risk. The Fund’s unique characteristics (i.e., the imperative of holding
Shares for the entire Investment Period, the Cap and Buffer) distinguish it from
other investment products and may make it an unsuitable investment for some
investors.
•Underlying
ETF Risk. The Fund invests in FLEX Options that reference an ETF, which
subjects the Fund to certain of the risks of owning shares of an ETF, as well as
the types of instruments in which the Underlying ETF invests. The value of an
ETF will fluctuate over time based on fluctuations in the values of the
securities held by the ETF, which may be affected by changes in general economic
conditions, expectations for future growth and profits, interest rates and the
supply and demand for those securities. In addition, ETFs are subject to
authorized participant concentration risk, market maker risk, premium/discount
risk, tracking error risk and trading issues risk. Brokerage, tax and other
expenses may negatively impact the performance of the Underlying ETF and, in
turn, the value of the Fund’s shares. An ETF that tracks an index may not
exactly match the performance of the index due to cash drag, differences between
the portfolio of the ETF and the components of the index, expenses, and other
factors.
Fund
Performance
Performance information for the Fund is not
included because the Fund did not commence operations prior to the date of this
Prospectus. In the future, performance for the Fund will be
presented in this section. Updated performance information will be available on
the Fund’s website at www.PacerETFs.com
or by calling the Fund toll-free at 1-877-337-0500.
Management
Investment
Adviser
Pacer
Advisors, Inc. (the “Adviser”) serves as investment adviser to the Fund.
Investment
Sub-Adviser
Swan
Global Management, LLC (“Swan” or the “Sub-Adviser”) serves as investment
sub-adviser to the Fund.
Portfolio
Manager
Chris
Hausman, CMT, CAIA, Senior Portfolio Manager and Managing Director-Risk of the
Sub-Adviser, has served as the Fund’s portfolio manager since its inception. Mr.
Hausman is responsible for the day-to-day management of the Fund.
Buying
and Selling Fund Shares
The
Fund is an ETF. This means that individual Shares of the Fund may only be
purchased and sold in the secondary market through brokers at market prices,
rather than NAV. Because Shares trade at market prices rather than NAV, Shares
may trade at a price greater than NAV (premium) or less than NAV
(discount).
The
Fund generally issues and redeems shares at NAV only in large blocks of shares
known as “Creation Units,” which only institutions or large investors may
purchase or redeem. The Fund generally issues and redeems Creation Units in
exchange for a portfolio of securities (the “Deposit Securities”) and/or a
designated amount of U.S. cash that the Fund specifies each day.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a seller is
willing to accept for Shares (ask) when buying or selling Shares in the
secondary market (the “bid-ask spread”). Recent information about the Fund,
including its net asset value, market price, premiums and discounts, and bid-ask
spreads is available on the Fund’s website at www.PacerETFs.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an
individual retirement account (“IRA”) or other tax-advantaged retirement
account. Distributions may be taxable upon withdrawal from tax-deferred
accounts.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase the Fund through a broker or other financial intermediary (such as
a bank), the Adviser, the Sub-Adviser, and their related companies may pay the
intermediary for activities related to the marketing and promotion of the Fund.
These payments may create a conflict of interest by influencing the
broker-dealer or other intermediary and your sales person to recommend the Fund
over another investment. Ask your salesperson or visit your financial
intermediary’s website for more information.
Investment
Objective
The
Pacer Swan SOS Moderate (May) ETF (the “Fund”) seeks to provide investors with
returns that, before fees and expenses of the Fund, match those of the SPDR®
S&P 500® ETF Trust (“the Underlying ETF”) up to a predetermined upside cap
of 13.05% (before fees and expenses of the Fund) and 12.56% (after fees and
expenses of the Fund), while providing a buffer against the first 15% of
Underlying ETF losses, over the period from May 1, 2026 to April 30,
2027.
Fees and Expenses of the
Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
|
|
|
|
| |
|
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
|
| Management
Fees |
0.49% |
| Distribution
and/or Service (12b-1) Fees |
None |
|
Other
Expenses* |
0.00% |
|
Total
Annual Fund Operating Expenses |
0.49% |
*
Estimated for
the current fiscal year.
Example
The following example is intended to help retail investors compare
the cost of investing in the Fund with the cost of investing in other funds. It
illustrates the hypothetical expenses that such investors would incur over
various periods if they were to invest $10,000 in the Fund for the time periods
indicated and then redeem all of the Shares at the end of those periods. This
example assumes that the Fund provides a return of 5% a year and that operating
expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions, your costs would
be:
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund
Shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the Fund’s performance.
Because the Fund is newly organized, portfolio turnover information is not yet
available.
Principal Investment
Strategies of the Fund
The
Fund is an actively managed exchange-traded fund (“ETF”) that, under normal
market conditions, invests substantially all of its assets in FLexible
EXchange®
Options
(“FLEX Options”) that reference the share price return of the SPDR®
S&P 500® ETF Trust (the “Underlying ETF”). Due to the
unique mechanics of the Fund’s strategy, the return an investor can expect to
receive from an investment in the Fund has characteristics that are distinct
from many other investment vehicles.
It is important that an investor understand these characteristics before making
an investment in the Fund.
The
Fund uses FLEX Options to employ a “structured outcome strategy.” Structured
outcome strategies seek to produce pre-determined target investment outcomes
based upon the performance of an underlying security or index. The
pre-determined outcomes sought by the Fund are intended to reflect the
performance of the Underlying ETF over the period (the “Investment Period”),
subject to a buffer (the “Buffer”) against certain Underlying ETF losses and a
cap (the “Cap”) as set forth in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Investment
Period Start |
Investment
Period End |
Buffer
(before Fund fees and expenses) |
Buffer
(after Fund fees and expenses) |
Cap
(before Fund fees and expenses) |
Cap
(after Fund fees and expenses) |
| May
1, 2026 |
April
30, 2027 |
15% |
14.51% |
13.05% |
12.56% |
The
Current Investment Period
The
current and first Investment Period of the Fund’s operation is less than a full
calendar year, beginning on May 1, 2026 and ending on April 30, 2027.
For the current Investment Period, the Cap is 13.05% before taking into account
any fees or expenses charged to, or transaction costs incurred by, the Fund or
Underlying ETF. When the Fund’s annualized management fee of 0.49% of its
average daily net assets is taken into account, the Cap for the current
Investment Period is reduced to 12.56%. The returns that the Fund seeks to
provide do not take into account the costs associated with buying shares of the
Underlying Fund and any other expenses incurred by the Fund. The Fund’s website,
www.paceretfs.com/products/structured-outcome-strategie, provides more
information about the potential outcomes of an investment in the Fund during the
current Investment Period, including the remaining Cap.
The
Underlying ETF
In
general, the structured outcomes the Fund seeks for investors that hold Fund
shares for an entire Investment Period are as follows, though there can be no
guarantee these results will be achieved:
•If
the Underlying ETF appreciates over the Investment Period, the strategy is
intended to provide upside participation that matches the returns of the
Underlying ETF, up to the Cap that is determined at the start of the Investment
Period.
•If
the Underlying ETF declines in value over the Investment Period by up to 15%,
the strategy is designed to provide a flat return for the Fund (i.e.,
neither a gain nor a loss), before fees and expenses of the Fund. For example,
if the Underlying ETF loses 10% over the Investment Period, the strategy is
designed for the Fund to have a flat return of 0%, before fees and expenses of
the Fund.
•If
the Underlying ETF declines in value over the Investment Period, the strategy is
designed to protect the Fund from the first 15% of Underlying ETF losses, while
experiencing losses greater than 15% on a one-to-one basis with the Underlying
ETF, before fees and expenses of the Fund. For example, if the Underlying ETF
loses 20% over the Investment Period, the strategy is designed for the Fund to
have losses of 5% (20% less the Buffer of 15%), before Fund fees and
expenses.
The
following charts illustrate the hypothetical returns that the FLEX Options seek
to provide with respect to the performance of the Underlying ETF in certain
illustrative scenarios over the course of the Investment Period. These charts do
not take into account payment by the Fund of fees and expenses. There
is no guarantee that the Fund will be successful in providing these investment
outcomes for any Investment Period.
Investors
purchasing Shares during an Investment Period will experience different results.
The Fund’s website, www.paceretfs.com/products/structured-outcome-strategies,
provides information relating to the possible outcomes for an investor of an
investment in the Fund on a daily basis, including the Fund’s position relative
to the Cap and Buffer. Before purchasing Shares, an investor should visit the
Fund’s website to review this information and understand the possible outcomes
of an investment in Shares on a particular day.
Subsequent
Investment Periods will begin on the day the prior Investment Period ends and
will end on the approximate one-year anniversary of that new Investment Period.
On the first day of each new Investment Period, the Fund resets by investing in
a new set of FLEX Options that will provide a new Cap for the new Investment
Period. This means that the Cap will change for each Investment Period based
upon prevailing market conditions at the beginning of each Investment
Period.
The
Cap and Buffer, and the Fund’s position relative to each, should be considered
before investing in the Fund. The
Fund will be perpetually offered and not terminate after the current or any
subsequent Investment Period.
Purchases
During an Investment Period
An
investor that purchases Shares other than on the first day of an Investment
Period and/or sells Shares prior to the end of an Investment Period may
experience results that are very different from the outcomes sought by the Fund
for that Investment Period.
Both
the Cap and Buffer are fixed levels that are calculated in relation to the
Underlying ETF’s share price return and the Fund’s net asset value (“NAV”) at
the start of an Investment Period. While the Cap and Buffer reference the
performance of the Underlying ETF over the Investment Period, the Fund expects
its NAV to experience the same general price movement, Cap, and Buffer as a
percentage gain or loss by the Underlying ETF over the Investment Period, before
fees and expenses of the Fund.
Because
the Underlying ETF’s share price return and the Fund’s NAV change over the
Investment Period, an investor acquiring Shares after the start of the
Investment Period will likely have a different return potential than an investor
who purchased Shares at the start of the Investment Period. This
is because, while the Cap and Buffer for the Investment Period are fixed levels
that remain constant throughout the Investment Period, an investor purchasing
Shares at market value during the Investment Period likely purchased Shares at a
price that is different from the Fund’s NAV at the start of the Investment
Period (i.e.,
the NAV that the Cap and Buffer reference). In addition, the price of the
Underlying ETF during the Investment Period is likely to be different from the
price of the Underlying ETF at the start of the Investment Period. To
achieve the structured outcomes sought by the Fund for an Investment Period, an
investor must hold Shares for the entire Investment Period. An investment in the
Fund may not be appropriate for investors who do not intend to hold the Fund for
the entire Investment Period.
Buffer
The
Fund seeks to provide a Buffer on the first 15% loss of the Underlying ETF over
each Investment Period. After the Underlying ETF has decreased in price by more
than 15%, the Fund is expected to experience subsequent losses on a one-to-one
basis (e.g.,
if the Underlying ETF loses 20%, the Fund loses 5%). The Buffer is before taking
into account the fees and expenses of the Fund charged to
shareholders.
If
an investor is considering purchasing Shares during the Investment Period and
the Fund has already decreased in value by at least 15% since the first day of
the Investment Period (the “Initial Fund Value”), an investor purchasing Shares
at that price will have increased gains available prior to reaching the
Cap
but
may
not benefit from the Buffer
that the Fund seeks to offer for the remainder of the Investment Period. The Cap
and Buffer relative to the Initial Fund Value will not change over the
Investment Period.
Conversely,
if an investor is considering purchasing Shares during the Investment Period and
the Fund has already increased in value, then a shareholder may experience
losses prior to gaining the protection offered by the Buffer, which is not
guaranteed.
The
Buffer only provides limited downside protection. Once losses on the Underlying
ETF exceed the Buffer, investors will bear the risk of any further
losses.
Cap
The
returns of the Fund are subject to the Cap set forth in the above table for the
Investment Period. Unlike other investment products, the potential returns an
investor can receive from the Fund are subject to a pre-determined upside return
Cap that represents the maximum percentage return an investor can achieve from
an investment in the Fund for an entire Investment Period. In the event the
Underlying ETF experiences gains over an Investment Period, the Fund seeks to
provide investment returns that match the percentage increase of the Underlying
ETF, but any percentage gains over the amount of the Cap will not be experienced
by the Fund. This
means that, if the Underlying ETF experiences gains for an Investment Period in
excess of the Cap for that Investment Period, the Fund will not benefit from
those excess gains.
Therefore,
regardless of the performance of the Underlying ETF, the Cap is the maximum
return an investor can achieve from an investment in the Fund for that
Investment Period.
An
investor who sells Shares before the end of an Investment Period may not fully
realize the maximum return during the Investment Period and may be exposed to
greater risk of loss and less potential gain.
The
Cap is set on the first day of each Investment Period. Following the close of
business on the last day of the Investment Period, the Fund will supplement its
prospectus by filing and mailing to shareholders a notice disclosing the Fund’s
Cap for the next Investment Period if such Cap is lower than the Cap for the
prior Investment Period. The information will also be available on the Fund’s
website at
www.paceretfs.com/products/structured-outcome-strategies.
The
Cap is determined prior to taking into account annual operating expenses of the
Fund, which are disclosed above under “Fees and Expenses of the Fund,” as well
as brokerage commissions, trading fees, taxes, and any extraordinary expenses
incurred by the Fund. Such extraordinary expenses (incurred outside of the
ordinary operation of the Fund) may include, for example, unexpected litigation,
regulatory, or tax expenses.
The
Cap level is a result of the design of the Fund’s principal investment strategy.
To provide the Buffer, the Fund purchases a series of put and call FLEX Options
on the first day of an Investment Period. As the purchaser of these FLEX
Options, the Fund is obligated to pay a premium to the seller of those FLEX
Options. The portfolio manager will calculate the amount of premiums that the
Fund will owe on the put options acquired and sold to provide the Buffer and
will then go into the market and sell call options with terms that entitle the
Fund to receive premiums such that the net amount of premiums paid per unit of
the Underlying ETF is approximately equal to the price per unit of shares of the
Underlying ETF. The Cap is the strike price of those sold FLEX Options. The
defined Cap applicable to an Investment Period will vary based on prevailing
market conditions at the time, including then-current interest rate levels,
Underlying ETF volatility, and the relationship of puts and calls on the
underlying FLEX Options.
The
Cap, and the Fund’s position relative to it on any given day, should be
considered before investing in the Fund. If
an investor purchases Shares during an Investment Period, and the Fund has
already increased in value above its Initial Fund Value for that Investment
Period to a level near to the Cap, an investor purchasing Shares will have
limited to no gain potential for the remainder of the Investment Period.
However, the investor will remain vulnerable to significant downside risk
because the investor will bear the losses between the price at which it
purchased its Shares and the Initial Fund Value for the Investment Period before
subsequent losses will be protected by the Buffer.
General
Information about FLEX Options
FLEX
Options are exchange-traded options contracts with uniquely customizable terms
like exercise price, style, and expiration date. The Underlying ETF is an
exchange-traded unit investment trust that seeks to provide investment results
that, before expenses, correspond generally to the performance of the S&P
500®
Index. The Underlying ETF uses a full replication strategy, meaning it invests
in all of the component securities of the S&P 500®
Index in the same approximate proportions as in the S&P 500®
Index. See
“Additional Information About the Funds—The Underlying ETF” below for more
information.
The
FLEX Options that the Fund will hold that reference the Underlying ETF will give
the Fund the right to receive or deliver shares of the Underlying ETF on the
option expiration date at a strike price, depending on whether the option is a
put or call option and whether the Fund purchases or sells the option. The FLEX
Options held by the Fund are European-style options, which are exercisable at
the strike price only on the FLEX Option expiration date.
The
Fund will generally, under normal conditions, hold four kinds of FLEX Options
for each Investment Period. The Fund will purchase a call option (giving the
Fund the right to receive shares of the Underlying ETF) and a put option (giving
the Fund the right to deliver shares of the Underlying ETF), while
simultaneously selling (i.e.,
writing) a call option (giving the Fund the obligation to deliver shares of the
Underlying ETF) and a put option (giving the Fund the obligation to receive
shares of the Underlying ETF). The Fund intends to structure the FLEX Options so
that any amount owed by the Fund on the written FLEX Options will be covered by
payouts at expiration from the purchased FLEX Options. As a result, the FLEX
Options will be fully covered and no additional collateral will be necessary
during the life of the Fund. The Fund receives premiums in exchange for the
written FLEX Options and pays premiums in exchange for the purchased FLEX
Options. Each of the FLEX Options purchased and sold throughout the Investment
Period will have the same terms, such as strike price and expiration date, as
the FLEX Options purchased and sold on the first day of the Investment
Period.
On
the FLEX Options’ expiration date, the Fund intends to sell the FLEX Options
prior to their expiration and use the resulting proceeds to purchase new FLEX
Options for the next Investment Period.
The
Fund is classified as “non-diversified” under the Investment Company Act of
1940, as amended (the “1940 Act”).
Principal
Risks of Investing in the Fund
You can lose
money on your investment in the Fund. The Fund is subject to the
risks summarized below. Some or all of these risks may adversely affect the
Fund’s net asset value per share (“NAV”), trading price, yield, total return
and/or ability to meet its objectives. The Fund has characteristics unlike many
other traditional investment products and may not be suitable for all investors.
For more information about the risks of investing in the Fund, see the section
in the Fund’s prospectus entitled “Additional Information about the Principal
Risks of Investing in the Funds.” The principal risks are presented in
alphabetical order to facilitate finding particular risks and comparing them
with other funds. Each risk summarized below is considered a “principal risk” of
investing in the Fund, regardless of the order in which it appears.
•Buffered
Loss Risk.
There can be no guarantee that the Fund will be successful in its strategy to
buffer against Underlying ETF losses. Despite
the intended Buffer, a shareholder could lose their entire
investment. The Fund’s strategy seeks to deliver returns that match the share
price return of the Underlying ETF (up to the Cap), while limiting downside
losses, if Shares are bought on the day on which the Fund enters into the FLEX
Options and held until those FLEX Options expire at the end of each Investment
Period. In the event an investor purchases Shares after the date on which the
FLEX Options were entered into or sells Shares prior to the expiration of the
FLEX Options, the Buffer that the Fund seeks to provide may not be available and
the investor may not get the full benefit of the Buffer. The Fund might not
achieve its objective in certain circumstances. The Fund does not provide
principal protection and an investor may experience significant losses on its
investment, including loss of its entire investment.
•Cap
Change Risk. A new Cap is established at the beginning of each Investment Period
and is dependent on prevailing market conditions. As a result, the Cap may rise
or fall from one Investment Period to the next and is unlikely to remain the
same for consecutive Investment Periods.
•Capped
Upside Risk. The Fund’s strategy seeks to provide returns that match those of the
Underlying ETF for Shares purchased on the first day of an Investment Period and
held for the entire Investment Period, subject to a pre-determined upside Cap.
If an investor does not hold its Shares for an entire Investment Period, the
returns realized by that investor may not match those the Fund seeks to achieve.
If the Underlying ETF experiences gains during an Investment Period, the Fund
will not participate in those gains beyond the Cap. In the event an investor
purchases Shares after the first day of an Investment Period and the Fund has
risen in value to a level near to the Cap, there may be little or no ability for
that investor to experience an investment gain on their
Shares.
•Counterparty
Risk.
Fund transactions involving a counterparty are subject to the risk that the
counterparty will not fulfill its obligation to the Fund. Counterparty risk may
arise because of the counterparty’s financial condition (i.e., financial difficulties, bankruptcy, or insolvency), market
activities and developments, or other reasons, whether foreseen or not. A
counterparty’s inability to fulfill its obligation may result in significant
financial loss to the Fund. The Fund may be unable to recover its investment
from the counterparty or may obtain a limited recovery, and/or recovery may be
delayed. The OCC acts as guarantor and central counterparty with respect to FLEX
Options. As a result, the ability of the Fund to meet its objective depends on
the OCC being able to meet its obligations. In the unlikely event that the OCC
becomes insolvent or is otherwise unable to meet its settlement obligations, the
Fund could suffer significant losses.
•ETF
Risks.
The Fund is an ETF and, as a result of an ETF’s structure, is exposed to the
following risks:
◦Authorized
Participants (“APs”), Market Makers, and Liquidity Providers Concentration
Risk.
The Fund has a limited number of financial institutions that may act
as APs. In addition, there may be a limited number of market makers and/or
liquidity providers in the marketplace. To the extent either of the following
events occur, shares of the Fund may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Cash
Redemption Risk. The Fund’s investment strategy may require it to redeem Shares for
cash or to otherwise include cash as part of its redemption proceeds. The Fund
may be required to sell or unwind portfolio investments to obtain the cash
needed to distribute redemption proceeds. This may cause the Fund to recognize a
capital gain that it might not have recognized if it had made a redemption
in-kind. As a result, the Fund may pay out higher annual capital gain
distributions than if the in-kind redemption process was used. ETF shares can
only be redeemed in creation units by APs. Individual shareholders may only
purchase and sell ETF shares on a secondary market.
◦Costs
of Buying or Selling Shares of the Fund. Due to the costs of buying or selling shares of the Fund, including
brokerage commissions imposed by brokers and bid/ask spreads, frequent trading
of shares of the Fund may significantly reduce investment results and an
investment in shares of the Fund may not be advisable for investors who
anticipate regularly making small investments.
◦Shares
of the Fund May Trade at Prices Other Than NAV. As with all ETFs, shares of the Fund may be bought and sold in the
secondary market at market prices. The price of shares of the Fund, like the
price of all traded securities, will be subject to factors such as supply and
demand, as well as the current value of the Fund’s portfolio holdings. Although
it is expected that the market price of the shares of the Fund will approximate
the Fund’s NAV, there may be times when the market price of the shares is more
than the NAV intra-day (premium) or less than the NAV intra-day (discount). This
risk is heightened in times of market volatility, periods of steep market
declines, and periods when there is limited trading activity for shares in the
secondary market, in which case such premiums or discounts may be significant.
Shares of the Fund will be bought and sold in the secondary market at market
prices.
◦Trading. Although shares of the Fund are listed
for trading on a national securities exchange, such as Cboe BZX Exchange, Inc.
(the “Exchange”), and may be traded on U.S. exchanges other than the Exchange,
there can be no assurance that shares of the Fund will trade with any volume, or
at all, on any stock exchange. In stressed market conditions, the liquidity of
shares of the Fund may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than shares of the
Fund.
•FLEX
Options Correlation Risk. The FLEX Options held by the Fund will be exercisable at the strike
price only on their expiration date. Prior to the expiration date, the value of
the FLEX Options will be determined based upon market quotations or using other
recognized pricing methods. The value of the FLEX Options prior to the
expiration date may vary because of related factors other than the value of the
Underlying ETF. Factors that may influence the value of the FLEX Options, other
than changes in the value of the Underlying ETF, may include interest rate
changes, changing supply and demand, decreased liquidity of the FLEX Options,
and changing volatility levels of the Underlying ETF.
•FLEX
Options Liquidity Risk. The FLEX Options are listed on an exchange; however, no one can
guarantee that a liquid secondary trading market will exist for the FLEX
Options. In the event that trading in the FLEX Options is limited or absent, the
value of the Fund’s FLEX Options may decrease. In a less liquid market for the
FLEX Options, liquidating the FLEX Options may require the payment of a premium
(for written FLEX Options) or acceptance of a discounted price (for purchased
FLEX Options) and may take longer to complete. A less liquid trading market may
adversely impact the value of the FLEX Options and Fund shares and result in the
Fund being unable to achieve its investment objective. The trading in FLEX
Options may be less deep and liquid than the market for certain other
securities. FLEX Options may be less liquid than certain non-customized options.
In a less liquid market for the FLEX Options, the liquidation of a large number
of options may more significantly impact the price. A less liquid trading market
may adversely impact the value of the FLEX Options and the value of your
investment.
•FLEX
Options Valuation Risk.
The value of the FLEX Options will be determined based upon market quotations or
using other recognized pricing methods. The value of the FLEX Options prior to
the expiration date may vary because of related factors other than the value of
the Underlying ETF. During periods of reduced market liquidity or in the absence
of readily available market quotations for the holdings of the Fund, the ability
of the Fund to value the FLEX Options becomes more difficult and the judgment of
the Fund’s investment adviser or
sub-adviser (employing the fair value procedures adopted by the Board
of Trustees of the Trust) may play a greater role in the valuation of the Fund’s
holdings due to reduced availability of reliable objective pricing
data.
•Investment
Period Risk.
The Fund’s investment strategy is designed to deliver returns that match the
share price return of the Underlying ETF if Shares are bought on the day on
which the Fund enters into the FLEX Options (i.e., the first day of an Investment Period) and held until those FLEX
Options expire at the end of the Investment Period. In the event an investor
purchases Shares after the first day of an Investment Period or sells Shares
prior to the expiration of the Investment Period, the value of that investor’s
investment in Shares may not be buffered against a decline in the value of the
Underlying ETF and may not participate in a gain in the value of the Underlying
ETF up to the Cap for the investor’s investment period.
•Large-Capitalization
Investing Risk. The Fund may invest in the securities of large-capitalization
companies. As a result, the Fund’s performance may be adversely affected if
securities of large-capitalization companies underperform securities of
smaller-capitalization companies or the market as a whole. The securities of
large-capitalization companies may be relatively mature compared to smaller
companies and therefore subject to slower growth during times of economic
expansion.
•Management
Risk. The Fund is subject to management risk because it is an actively
managed portfolio. In managing the Fund’s investment portfolio, the portfolio
manager will apply investment techniques and risk analyses that may not produce
the desired result. There can be no guarantee that the Fund will meet its
investment objective.
•Market
Risk. Market risk is the risk that a particular security, or Shares in
general, may fall in value. Securities are subject to market fluctuations caused
by such factors as economic, political, regulatory or market developments,
changes in interest rates, and perceived trends in securities prices. Shares
could decline in value or underperform other investments. In addition, local,
regional, or global events such as war, acts of terrorism, spread of infectious
diseases or other public health issues, recessions, or other events could have a
significant negative impact on the Fund and its investments. Such events may
affect certain geographic regions, countries, sectors, and industries more
significantly than others. Such events could adversely affect the prices and
liquidity of the Fund’s portfolio securities or other instruments and could
result in disruptions in the trading markets.
•New
Fund Risk. The Fund is new with no operating history. As a result, there can be
no assurance that the Fund will grow to or maintain an economically viable size,
in which case it could ultimately liquidate. The Fund’s distributor does not
maintain a secondary market in Fund shares.
•Non-Diversification
Risk. The Fund is considered to be non-diversified, which means that it may
invest more of its assets in the securities of a single issuer or a smaller
number of issuers than if it were a diversified fund. As a result, the Fund may
be more exposed to the risks associated with and developments affecting an
individual issuer or a smaller number of issuers than a fund that invests more
widely. This may increase the Fund’s volatility and cause the performance of a
relatively smaller number of issuers to have a greater impact on the Fund’s
performance.
•Special
Tax Risk.
The Fund intends to qualify as a “regulated Investment company” (“RIC”),
however, the federal income tax treatment of certain aspects of the proposed
operations of the Fund are not entirely clear. This includes the tax aspects of
the Fund’s options strategy, its hedging strategy, the possible application of
the “straddle” rules, and various loss limitation provisions of the Internal
Revenue Code of 1986, as amended. If, in any year, the Fund fails to qualify as
a regulated investment company under the applicable tax laws, the Fund would be
taxed as an ordinary corporation. Certain options on an ETF may not qualify as
“Section 1256 contracts” under Section 1256 of the Code, and disposition of such
options will likely result in short-term or long-term capital gains or losses
depending on the holding period.
In
the event that a shareholder purchases Shares shortly before a distribution by
the Fund, the entire distribution may be taxable to the shareholder even though
a portion of the distribution effectively represents a return of the purchase
price.
•Suitability
Risk. The Fund’s unique characteristics (i.e., the imperative of holding
Shares for the entire Investment Period, the Cap and Buffer) distinguish it from
other investment products and may make it an unsuitable investment for some
investors.
•Underlying
ETF Risk. The Fund invests in FLEX Options that reference an ETF, which
subjects the Fund to certain of the risks of owning shares of an ETF, as well as
the types of instruments in which the Underlying ETF invests. The value of an
ETF will fluctuate over time based on fluctuations in the values of the
securities held by the ETF, which may be affected by changes in general economic
conditions, expectations for future growth and profits, interest rates and the
supply and demand for those securities. In addition, ETFs are subject to
authorized participant concentration risk, market maker risk, premium/discount
risk, tracking error risk and trading issues risk. Brokerage, tax and other
expenses may negatively impact the performance of the Underlying ETF and, in
turn, the value of the Fund’s shares. An ETF that tracks an index may not
exactly match the performance of the index due to cash drag, differences between
the portfolio of the ETF and the components of the index, expenses, and other
factors.
Fund
Performance
Performance information for the Fund is not
included because the Fund did not commence operations prior to the date of this
Prospectus. In the future, performance for the Fund will be
presented in this section. Updated performance information will be available on
the Fund’s website at www.PacerETFs.com
or by calling the Fund toll-free at 1-877-337-0500.
Management
Investment
Adviser
Pacer
Advisors, Inc. (the “Adviser”) serves as investment adviser to the Fund.
Investment
Sub-Adviser
Swan
Global Management, LLC (“Swan” or the “Sub-Adviser”) serves as investment
sub-adviser to the Fund.
Portfolio
Manager
Chris
Hausman, CMT, CAIA, Senior Portfolio Manager and Managing Director-Risk of the
Sub-Adviser, has served as the Fund’s portfolio manager since its inception. Mr.
Hausman is responsible for the day-to-day management of the Fund.
Buying
and Selling Fund Shares
The
Fund is an ETF. This means that individual Shares of the Fund may only be
purchased and sold in the secondary market through brokers at market prices,
rather than NAV. Because Shares trade at market prices rather than NAV, Shares
may trade at a price greater than NAV (premium) or less than NAV
(discount).
The
Fund generally issues and redeems shares at NAV only in large blocks of shares
known as “Creation Units,” which only institutions or large investors may
purchase or redeem. The Fund generally issues and redeems Creation Units in
exchange for a portfolio of securities (the “Deposit Securities”) and/or a
designated amount of U.S. cash that the Fund specifies each day.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a seller is
willing to accept for Shares (ask) when buying or selling Shares in the
secondary market (the “bid-ask spread”). Recent information about the Fund,
including its net asset value, market price, premiums and discounts, and bid-ask
spreads is available on the Fund’s website at www.PacerETFs.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an
individual retirement account (“IRA”) or other tax-advantaged retirement
account. Distributions may be taxable upon withdrawal from tax-deferred
accounts.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase the Fund through a broker or other financial intermediary (such as
a bank), the Adviser, the Sub-Adviser, and their related companies may pay the
intermediary for activities related to the marketing and promotion of the Fund.
These payments may create a conflict of interest by influencing the
broker-dealer or other intermediary and your sales person to recommend the Fund
over another investment. Ask your salesperson or visit your financial
intermediary’s website for more information.
Investment
Objective
The
Pacer Swan SOS Moderate (June) ETF (the “Fund”) seeks to provide investors with
returns that, before fees and expenses of the Fund, match those of the
SPDR®
S&P 500®
ETF Trust (“the Underlying ETF”) up to a predetermined upside cap of 13.98%
(before fees and expenses of the Fund) and 13.51% (after fees and expenses of
the Fund), while providing a buffer against the first 15% of Underlying ETF
losses, over the period from June 12, 2026 to May 28,
2027.
Fees and Expenses of the
Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
|
|
|
|
| |
|
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
|
| Management
Fees |
0.49% |
| Distribution
and/or Service (12b-1) Fees |
None |
|
Other
Expenses* |
0.00% |
|
Total
Annual Fund Operating Expenses |
0.49% |
*
Estimated for
the current fiscal year.
Example
The following example is intended to help retail investors compare
the cost of investing in the Fund with the cost of investing in other funds. It
illustrates the hypothetical expenses that such investors would incur over
various periods if they were to invest $10,000 in the Fund for the time periods
indicated and then redeem all of the Shares at the end of those periods. This
example assumes that the Fund provides a return of 5% a year and that operating
expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions, your costs would
be:
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund
Shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the Fund’s performance.
Because the Fund is newly organized, portfolio turnover information is not yet
available.
Principal Investment
Strategies of the Fund
The
Fund is an actively managed exchange-traded fund (“ETF”) that, under normal
market conditions, invests substantially all of its assets in FLexible
EXchange®
Options
(“FLEX Options”) that reference the share price return of the SPDR®
S&P 500® ETF Trust (the “Underlying ETF”). Due to the
unique mechanics of the Fund’s strategy, the return an investor can expect to
receive from an investment in the Fund has characteristics that are distinct
from many other investment vehicles.
It is important that an investor understand these characteristics before making
an investment in the Fund.
The
Fund uses FLEX Options to employ a “structured outcome strategy.” Structured
outcome strategies seek to produce pre-determined target investment outcomes
based upon the performance of an underlying security or index. The
pre-determined outcomes sought by the Fund are intended to reflect the
performance of the Underlying ETF over the period (the “Investment Period”),
subject to a buffer (the “Buffer”) against certain Underlying ETF losses and a
cap (the “Cap”) as set forth in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Investment
Period Start |
Investment
Period End |
Buffer
(before Fund fees and expenses) |
Buffer
(after Fund fees and expenses) |
Cap
(before Fund fees and expenses) |
Cap
(after Fund fees and expenses) |
| June
12, 2026 |
May
28, 2027 |
15% |
14.51% |
13.98% |
13.51% |
The
Current Investment Period
The
current and first Investment Period of the Fund’s operation is less than a full
calendar year, beginning on June 12, 2026 and ending on May 28, 2027.
For the current Investment Period, the Cap is 13.98% before taking into account
any fees or expenses charged to, or transaction costs incurred by, the Fund or
Underlying ETF. When the Fund’s annualized management fee of 0.49% of its
average daily net assets is taken into account, the Cap for the current
Investment Period is reduced to 13.51%. The returns that the Fund seeks to
provide do not take into account the costs associated with buying shares of the
Underlying Fund and any other expenses incurred by the Fund. The Fund’s website,
www.paceretfs.com/products/structured-outcome-strategie, provides more
information about the potential outcomes of an investment in the Fund during the
current Investment Period, including the remaining Cap.
The
Underlying ETF
In
general, the structured outcomes the Fund seeks for investors that hold Fund
shares for an entire Investment Period are as follows, though there can be no
guarantee these results will be achieved:
•If
the Underlying ETF appreciates over the Investment Period, the strategy is
intended to provide upside participation that matches the returns of the
Underlying ETF, up to the Cap that is determined at the start of the Investment
Period.
•If
the Underlying ETF declines in value over the Investment Period by up to 15%,
the strategy is designed to provide a flat return for the Fund (i.e.,
neither a gain nor a loss), before fees and expenses of the Fund. For example,
if the Underlying ETF loses 10% over the Investment Period, the strategy is
designed for the Fund to have a flat return of 0%, before fees and expenses of
the Fund.
•If
the Underlying ETF declines in value over the Investment Period, the strategy is
designed to protect the Fund from the first 15% of Underlying ETF losses, while
experiencing losses greater than 15% on a one-to-one basis with the Underlying
ETF, before fees and expenses of the Fund. For example, if the Underlying ETF
loses 20% over the Investment Period, the strategy is designed for the Fund to
have losses of 5% (20% less the Buffer of 15%), before Fund fees and
expenses.
The
following charts illustrate the hypothetical returns that the FLEX Options seek
to provide with respect to the performance of the Underlying ETF in certain
illustrative scenarios over the course of the Investment Period. These charts do
not take into account payment by the Fund of fees and expenses. There
is no guarantee that the Fund will be successful in providing these investment
outcomes for any Investment Period.
Investors
purchasing Shares during an Investment Period will experience different results.
The Fund’s website, www.paceretfs.com/products/structured-outcome-strategies,
provides information relating to the possible outcomes for an investor of an
investment in the Fund on a daily basis, including the Fund’s position relative
to the Cap and Buffer. Before purchasing Shares, an investor should visit the
Fund’s website to review this information and understand the possible outcomes
of an investment in Shares on a particular day.
Subsequent
Investment Periods will begin on the day the prior Investment Period ends and
will end on the approximate one-year anniversary of that new Investment Period.
On the first day of each new Investment Period, the Fund resets by investing in
a new set of FLEX Options that will provide a new Cap for the new Investment
Period. This means that the Cap will change for each Investment Period based
upon prevailing market conditions at the beginning of each Investment
Period.
The
Cap and Buffer, and the Fund’s position relative to each, should be considered
before investing in the Fund. The
Fund will be perpetually offered and not terminate after the current or any
subsequent Investment Period.
Purchases
During an Investment Period
An
investor that purchases Shares other than on the first day of an Investment
Period and/or sells Shares prior to the end of an Investment Period may
experience results that are very different from the outcomes sought by the Fund
for that Investment Period.
Both
the Cap and Buffer are fixed levels that are calculated in relation to the
Underlying ETF’s share price return and the Fund’s net asset value (“NAV”) at
the start of an Investment Period. While the Cap and Buffer reference the
performance of the Underlying ETF over the Investment Period, the Fund expects
its NAV to experience the same general price movement, Cap, and Buffer as a
percentage gain or loss by the Underlying ETF over the Investment Period, before
fees and expenses of the Fund.
Because
the Underlying ETF’s share price return and the Fund’s NAV change over the
Investment Period, an investor acquiring Shares after the start of the
Investment Period will likely have a different return potential than an investor
who purchased Shares at the start of the Investment Period. This
is because, while the Cap and Buffer for the Investment Period are fixed levels
that remain constant throughout the Investment Period, an investor purchasing
Shares at market value during the Investment Period likely purchased Shares at a
price that is different from the Fund’s NAV at the start of the Investment
Period (i.e.,
the NAV that the Cap and Buffer reference). In addition, the price of the
Underlying ETF during the Investment Period is likely to be different from the
price of the Underlying ETF at the start of the Investment Period. To
achieve the structured outcomes sought by the Fund for an Investment Period, an
investor must hold Shares for the entire Investment Period. An investment in the
Fund may not be appropriate for investors who do not intend to hold the Fund for
the entire Investment Period.
Buffer
The
Fund seeks to provide a Buffer on the first 15% loss of the Underlying ETF over
each Investment Period. After the Underlying ETF has decreased in price by more
than 15%, the Fund is expected to experience subsequent losses on a one-to-one
basis (e.g.,
if the Underlying ETF loses 20%, the Fund loses 5%). The Buffer is before taking
into account the fees and expenses of the Fund charged to
shareholders.
If
an investor is considering purchasing Shares during the Investment Period and
the Fund has already decreased in value by at least 15% since the first day of
the Investment Period (the “Initial Fund Value”), an investor purchasing Shares
at that price will have increased gains available prior to reaching the
Cap
but
may
not benefit from the Buffer
that the Fund seeks to offer for the remainder of the Investment Period. The Cap
and Buffer relative to the Initial Fund Value will not change over the
Investment Period.
Conversely,
if an investor is considering purchasing Shares during the Investment Period and
the Fund has already increased in value, then a shareholder may experience
losses prior to gaining the protection offered by the Buffer, which is not
guaranteed.
The
Buffer only provides limited downside protection. Once losses on the Underlying
ETF exceed the Buffer, investors will bear the risk of any further
losses.
Cap
The
returns of the Fund are subject to the Cap set forth in the above table for the
Investment Period. Unlike other investment products, the potential returns an
investor can receive from the Fund are subject to a pre-determined upside return
Cap that represents the maximum percentage return an investor can achieve from
an investment in the Fund for an entire Investment Period. In the event the
Underlying ETF experiences gains over an Investment Period, the Fund seeks to
provide investment returns that match the percentage increase of the Underlying
ETF, but any percentage gains over the amount of the Cap will not be experienced
by the Fund. This
means that, if the Underlying ETF experiences gains for an Investment Period in
excess of the Cap for that Investment Period, the Fund will not benefit from
those excess gains.
Therefore,
regardless of the performance of the Underlying ETF, the Cap is the maximum
return an investor can achieve from an investment in the Fund for that
Investment Period.
An
investor who sells Shares before the end of an Investment Period may not fully
realize the maximum return during the Investment Period and may be exposed to
greater risk of loss and less potential gain.
The
Cap is set on the first day of each Investment Period. Following the close of
business on the last day of the Investment Period, the Fund will supplement its
prospectus by filing and mailing to shareholders a notice disclosing the Fund’s
Cap for the next Investment Period if such Cap is lower than the Cap for the
prior Investment Period. The information will also be available on the Fund’s
website at
www.paceretfs.com/products/structured-outcome-strategies.
The
Cap is determined prior to taking into account annual operating expenses of the
Fund, which are disclosed above under “Fees and Expenses of the Fund,” as well
as brokerage commissions, trading fees, taxes, and any extraordinary expenses
incurred by the Fund. Such extraordinary expenses (incurred outside of the
ordinary operation of the Fund) may include, for example, unexpected litigation,
regulatory, or tax expenses.
The
Cap level is a result of the design of the Fund’s principal investment strategy.
To provide the Buffer, the Fund purchases a series of put and call FLEX Options
on the first day of an Investment Period. As the purchaser of these FLEX
Options, the Fund is obligated to pay a premium to the seller of those FLEX
Options. The portfolio manager will calculate the amount of premiums that the
Fund will owe on the put options acquired and sold to provide the Buffer and
will then go into the market and sell call options with terms that entitle the
Fund to receive premiums such that the net amount of premiums paid per unit of
the Underlying ETF is approximately equal to the price per unit of shares of the
Underlying ETF. The Cap is the strike price of those sold FLEX Options. The
defined Cap applicable to an Investment Period will vary based on prevailing
market conditions at the time, including then-current interest rate levels,
Underlying ETF volatility, and the relationship of puts and calls on the
underlying FLEX Options.
The
Cap, and the Fund’s position relative to it on any given day, should be
considered before investing in the Fund. If
an investor purchases Shares during an Investment Period, and the Fund has
already increased in value above its Initial Fund Value for that Investment
Period to a level near to the Cap, an investor purchasing Shares will have
limited to no gain potential for the remainder of the Investment Period.
However, the investor will remain vulnerable to significant downside risk
because the investor will bear the losses between the price at which it
purchased its Shares and the Initial Fund Value for the Investment Period before
subsequent losses will be protected by the Buffer.
General
Information about FLEX Options
FLEX
Options are exchange-traded options contracts with uniquely customizable terms
like exercise price, style, and expiration date. The Underlying ETF is an
exchange-traded unit investment trust that seeks to provide investment results
that, before expenses, correspond generally to the performance of the S&P
500®
Index. The Underlying ETF uses a full replication strategy, meaning it invests
in all of the component securities of the S&P 500®
Index in the same approximate proportions as in the S&P 500®
Index. See
“Additional Information About the Funds—The Underlying ETF” below for more
information.
The
FLEX Options that the Fund will hold that reference the Underlying ETF will give
the Fund the right to receive or deliver shares of the Underlying ETF on the
option expiration date at a strike price, depending on whether the option is a
put or call option and whether the Fund purchases or sells the option. The FLEX
Options held by the Fund are European-style options, which are exercisable at
the strike price only on the FLEX Option expiration date.
The
Fund will generally, under normal conditions, hold four kinds of FLEX Options
for each Investment Period. The Fund will purchase a call option (giving the
Fund the right to receive shares of the Underlying ETF) and a put option (giving
the Fund the right to deliver shares of the Underlying ETF), while
simultaneously selling (i.e.,
writing) a call option (giving the Fund the obligation to deliver shares of the
Underlying ETF) and a put option (giving the Fund the obligation to receive
shares of the Underlying ETF). The Fund intends to structure the FLEX Options so
that any amount owed by the Fund on the written FLEX Options will be covered by
payouts at expiration from the purchased FLEX Options. As a result, the FLEX
Options will be fully covered and no additional collateral will be necessary
during the life of the Fund. The Fund receives premiums in exchange for the
written FLEX Options and pays premiums in exchange for the purchased FLEX
Options. Each of the FLEX Options purchased and sold throughout the Investment
Period will have the same terms, such as strike price and expiration date, as
the FLEX Options purchased and sold on the first day of the Investment
Period.
On
the FLEX Options’ expiration date, the Fund intends to sell the FLEX Options
prior to their expiration and use the resulting proceeds to purchase new FLEX
Options for the next Investment Period.
The
Fund is classified as “non-diversified” under the Investment Company Act of
1940, as amended (the “1940 Act”).
Principal
Risks of Investing in the Fund
You can lose
money on your investment in the Fund. The Fund is subject to the
risks summarized below. Some or all of these risks may adversely affect the
Fund’s net asset value per share (“NAV”), trading price, yield, total return
and/or ability to meet its objectives. The Fund has characteristics unlike many
other traditional investment products and may not be suitable for all investors.
For more information about the risks of investing in the Fund, see the section
in the Fund’s prospectus entitled “Additional Information about the Principal
Risks of Investing in the Funds.” The principal risks are presented in
alphabetical order to facilitate finding particular risks and comparing them
with other funds. Each risk summarized below is considered a “principal risk” of
investing in the Fund, regardless of the order in which it appears.
•Buffered
Loss Risk.
There can be no guarantee that the Fund will be successful in its strategy to
buffer against Underlying ETF losses. Despite
the intended Buffer, a shareholder could lose their entire
investment. The Fund’s strategy seeks to deliver returns that match the share
price return of the Underlying ETF (up to the Cap), while limiting downside
losses, if Shares are bought on the day on which the Fund enters into the FLEX
Options and held until those FLEX Options expire at the end of each Investment
Period. In the event an investor purchases Shares after the date on which the
FLEX Options were entered into or sells Shares prior to the expiration of the
FLEX Options, the Buffer that the Fund seeks to provide may not be available and
the investor may not get the full benefit of the Buffer. The Fund might not
achieve its objective in certain circumstances. The Fund does not provide
principal protection and an investor may experience significant losses on its
investment, including loss of its entire investment.
•Cap
Change Risk. A new Cap is established at the beginning of each Investment Period
and is dependent on prevailing market conditions. As a result, the Cap may rise
or fall from one Investment Period to the next and is unlikely to remain the
same for consecutive Investment Periods.
•Capped
Upside Risk. The Fund’s strategy seeks to provide returns that match those of the
Underlying ETF for Shares purchased on the first day of an Investment Period and
held for the entire Investment Period, subject to a pre-determined upside Cap.
If an investor does not hold its Shares for an entire Investment Period, the
returns realized by that investor may not match those the Fund seeks to achieve.
If the Underlying ETF experiences gains during an Investment Period, the Fund
will not participate in those gains beyond the Cap. In the event an investor
purchases Shares after the first day of an Investment Period and the Fund has
risen in value to a level near to the Cap, there may be little or no ability for
that investor to experience an investment gain on their
Shares.
•Counterparty
Risk.
Fund transactions involving a counterparty are subject to the risk that the
counterparty will not fulfill its obligation to the Fund. Counterparty risk may
arise because of the counterparty’s financial condition (i.e., financial difficulties, bankruptcy, or insolvency), market
activities and developments, or other reasons, whether foreseen or not. A
counterparty’s inability to fulfill its obligation may result in significant
financial loss to the Fund. The Fund may be unable to recover its investment
from the counterparty or may obtain a limited recovery, and/or recovery may be
delayed. The OCC acts as guarantor and central counterparty with respect to FLEX
Options. As a result, the ability of the Fund to meet its objective depends on
the OCC being able to meet its obligations. In the unlikely event that the OCC
becomes insolvent or is otherwise unable to meet its settlement obligations, the
Fund could suffer significant losses.
•ETF
Risks.
The Fund is an ETF and, as a result of an ETF’s structure, is exposed to the
following risks:
◦Authorized
Participants (“APs”), Market Makers, and Liquidity Providers Concentration
Risk.
The Fund has a limited number of financial institutions that may act
as APs. In addition, there may be a limited number of market makers and/or
liquidity providers in the marketplace. To the extent either of the following
events occur, shares of the Fund may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Cash
Redemption Risk. The Fund’s investment strategy may require it to redeem Shares for
cash or to otherwise include cash as part of its redemption proceeds. The Fund
may be required to sell or unwind portfolio investments to obtain the cash
needed to distribute redemption proceeds. This may cause the Fund to recognize a
capital gain that it might not have recognized if it had made a redemption
in-kind. As a result, the Fund may pay out higher annual capital gain
distributions than if the in-kind redemption process was used. ETF shares can
only be redeemed in creation units by APs. Individual shareholders may only
purchase and sell ETF shares on a secondary market.
◦Costs
of Buying or Selling Shares of the Fund. Due to the costs of buying or selling shares of the Fund, including
brokerage commissions imposed by brokers and bid/ask spreads, frequent trading
of shares of the Fund may significantly reduce investment results and an
investment in shares of the Fund may not be advisable for investors who
anticipate regularly making small investments.
◦Shares
of the Fund May Trade at Prices Other Than NAV. As with all ETFs, shares of the Fund may be bought and sold in the
secondary market at market prices. The price of shares of the Fund, like the
price of all traded securities, will be subject to factors such as supply and
demand, as well as the current value of the Fund’s portfolio holdings. Although
it is expected that the market price of the shares of the Fund will approximate
the Fund’s NAV, there may be times when the market price of the shares is more
than the NAV intra-day (premium) or less than the NAV intra-day (discount). This
risk is heightened in times of market volatility, periods of steep market
declines, and periods when there is limited trading activity for shares in the
secondary market, in which case such premiums or discounts may be significant.
Shares of the Fund will be bought and sold in the secondary market at market
prices.
◦Trading. Although shares of the Fund are listed
for trading on a national securities exchange, such as Cboe BZX Exchange, Inc.
(the “Exchange”), and may be traded on U.S. exchanges other than the Exchange,
there can be no assurance that shares of the Fund will trade with any volume, or
at all, on any stock exchange. In stressed market conditions, the liquidity of
shares of the Fund may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than shares of the
Fund.
•FLEX
Options Correlation Risk. The FLEX Options held by the Fund will be exercisable at the strike
price only on their expiration date. Prior to the expiration date, the value of
the FLEX Options will be determined based upon market quotations or using other
recognized pricing methods. The value of the FLEX Options prior to the
expiration date may vary because of related factors other than the value of the
Underlying ETF. Factors that may influence the value of the FLEX Options, other
than changes in the value of the Underlying ETF, may include interest rate
changes, changing supply and demand, decreased liquidity of the FLEX Options,
and changing volatility levels of the Underlying ETF.
•FLEX
Options Liquidity Risk. The FLEX Options are listed on an exchange; however, no one can
guarantee that a liquid secondary trading market will exist for the FLEX
Options. In the event that trading in the FLEX Options is limited or absent, the
value of the Fund’s FLEX Options may decrease. In a less liquid market for the
FLEX Options, liquidating the FLEX Options may require the payment of a premium
(for written FLEX Options) or acceptance of a discounted price (for purchased
FLEX Options) and may take longer to complete. A less liquid trading market may
adversely impact the value of the FLEX Options and Fund shares and result in the
Fund being unable to achieve its investment objective. The trading in FLEX
Options may be less deep and liquid than the market for certain other
securities. FLEX Options may be less liquid than certain non-customized options.
In a less liquid market for the FLEX Options, the liquidation of a large number
of options may more significantly impact the price. A less liquid trading market
may adversely impact the value of the FLEX Options and the value of your
investment.
•FLEX
Options Valuation Risk.
The value of the FLEX Options will be determined based upon market quotations or
using other recognized pricing methods. The value of the FLEX Options prior to
the expiration date may vary because of related factors other than the value of
the Underlying ETF. During periods of reduced market liquidity or in the absence
of readily available market quotations for the holdings of the Fund, the ability
of the Fund to value the FLEX Options becomes more difficult and the judgment of
the Fund’s investment adviser or
sub-adviser (employing the fair value procedures adopted by the Board
of Trustees of the Trust) may play a greater role in the valuation of the Fund’s
holdings due to reduced availability of reliable objective pricing
data.
•Investment
Period Risk.
The Fund’s investment strategy is designed to deliver returns that match the
share price return of the Underlying ETF if Shares are bought on the day on
which the Fund enters into the FLEX Options (i.e., the first day of an Investment Period) and held until those FLEX
Options expire at the end of the Investment Period. In the event an investor
purchases Shares after the first day of an Investment Period or sells Shares
prior to the expiration of the Investment Period, the value of that investor’s
investment in Shares may not be buffered against a decline in the value of the
Underlying ETF and may not participate in a gain in the value of the Underlying
ETF up to the Cap for the investor’s investment period.
•Large-Capitalization
Investing Risk. The Fund may invest in the securities of large-capitalization
companies. As a result, the Fund’s performance may be adversely affected if
securities of large-capitalization companies underperform securities of
smaller-capitalization companies or the market as a whole. The securities of
large-capitalization companies may be relatively mature compared to smaller
companies and therefore subject to slower growth during times of economic
expansion.
•Management
Risk. The Fund is subject to management risk because it is an actively
managed portfolio. In managing the Fund’s investment portfolio, the portfolio
manager will apply investment techniques and risk analyses that may not produce
the desired result. There can be no guarantee that the Fund will meet its
investment objective.
•Market
Risk. Market risk is the risk that a particular security, or Shares in
general, may fall in value. Securities are subject to market fluctuations caused
by such factors as economic, political, regulatory or market developments,
changes in interest rates, and perceived trends in securities prices. Shares
could decline in value or underperform other investments. In addition, local,
regional, or global events such as war, acts of terrorism, spread of infectious
diseases or other public health issues, recessions, or other events could have a
significant negative impact on the Fund and its investments. Such events may
affect certain geographic regions, countries, sectors, and industries more
significantly than others. Such events could adversely affect the prices and
liquidity of the Fund’s portfolio securities or other instruments and could
result in disruptions in the trading markets.
•Non-Diversification
Risk. The Fund is considered to be non-diversified, which means that it may
invest more of its assets in the securities of a single issuer or a smaller
number of issuers than if it were a diversified fund. As a result, the Fund may
be more exposed to the risks associated with and developments affecting an
individual issuer or a smaller number of issuers than a fund that invests more
widely. This may increase the Fund’s volatility and cause the performance of a
relatively smaller number of issuers to have a greater impact on the Fund’s
performance.
•New
Fund Risk. The Fund is new with no operating history. As a result, there can be
no assurance that the Fund will grow to or maintain an economically viable size,
in which case it could ultimately liquidate. The Fund’s distributor does not
maintain a secondary market in Fund shares.
•Special
Tax Risk.
The Fund intends to qualify as a “regulated Investment company” (“RIC”),
however, the federal income tax treatment of certain aspects of the proposed
operations of the Fund are not entirely clear. This includes the tax aspects of
the Fund’s options strategy, its hedging strategy, the possible application of
the “straddle” rules, and various loss limitation provisions of the Internal
Revenue Code of 1986, as amended. If, in any year, the Fund fails to qualify as
a regulated investment company under the applicable tax laws, the Fund would be
taxed as an ordinary corporation. Certain options on an ETF may not qualify as
“Section 1256 contracts” under Section 1256 of the Code, and disposition of such
options will likely result in short-term or long-term capital gains or losses
depending on the holding period.
In
the event that a shareholder purchases Shares shortly before a distribution by
the Fund, the entire distribution may be taxable to the shareholder even though
a portion of the distribution effectively represents a return of the purchase
price.
•Suitability
Risk. The Fund’s unique characteristics (i.e., the imperative of holding
Shares for the entire Investment Period, the Cap and Buffer) distinguish it from
other investment products and may make it an unsuitable investment for some
investors.
•Underlying
ETF Risk. The Fund invests in FLEX Options that reference an ETF, which
subjects the Fund to certain of the risks of owning shares of an ETF, as well as
the types of instruments in which the Underlying ETF invests. The value of an
ETF will fluctuate over time based on fluctuations in the values of the
securities held by the ETF, which may be affected by changes in general economic
conditions, expectations for future growth and profits, interest rates and the
supply and demand for those securities. In addition, ETFs are subject to
authorized participant concentration risk, market maker risk, premium/discount
risk, tracking error risk and trading issues risk. Brokerage, tax and other
expenses may negatively impact the performance of the Underlying ETF and, in
turn, the value of the Fund’s shares. An ETF that tracks an index may not
exactly match the performance of the index due to cash drag, differences between
the portfolio of the ETF and the components of the index, expenses, and other
factors.
Fund
Performance
Performance information for the Fund is not
included because the Fund did not commence operations prior to the date of this
Prospectus. In the future, performance for the Fund will be
presented in this section. Updated performance information will be available on
the Fund’s website at www.PacerETFs.com
or by calling the Fund toll-free at 1-877-337-0500.
Management
Investment
Adviser
Pacer
Advisors, Inc. (the “Adviser”) serves as investment adviser to the Fund.
Investment
Sub-Adviser
Swan
Global Management, LLC (“Swan” or the “Sub-Adviser”) serves as investment
sub-adviser to the Fund.
Portfolio
Manager
Chris
Hausman, CMT, CAIA, Senior Portfolio Manager and Managing Director-Risk of the
Sub-Adviser, has served as the Fund’s portfolio manager since its inception. Mr.
Hausman is responsible for the day-to-day management of the Fund.
Buying
and Selling Fund Shares
The
Fund is an ETF. This means that individual Shares of the Fund may only be
purchased and sold in the secondary market through brokers at market prices,
rather than NAV. Because Shares trade at market prices rather than NAV, Shares
may trade at a price greater than NAV (premium) or less than NAV
(discount).
The
Fund generally issues and redeems shares at NAV only in large blocks of shares
known as “Creation Units,” which only institutions or large investors may
purchase or redeem. The Fund generally issues and redeems Creation Units in
exchange for a portfolio of securities (the “Deposit Securities”) and/or a
designated amount of U.S. cash that the Fund specifies each day.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a seller is
willing to accept for Shares (ask) when buying or selling Shares in the
secondary market (the “bid-ask spread”). Recent information about the Fund,
including its net asset value, market price, premiums and discounts, and bid-ask
spreads is available on the Fund’s website at www.PacerETFs.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an
individual retirement account (“IRA”) or other tax-advantaged retirement
account. Distributions may be taxable upon withdrawal from tax-deferred
accounts.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase the Fund through a broker or other financial intermediary (such as
a bank), the Adviser, the Sub-Adviser, and their related companies may pay the
intermediary for activities related to the marketing and promotion of the Fund.
These payments may create a conflict of interest by influencing the
broker-dealer or other intermediary and your sales person to recommend the Fund
over another investment. Ask your salesperson or visit your financial
intermediary’s website for more information.
Investment
Objective
The
Pacer Swan SOS Moderate (August) ETF (the “Fund”) seeks to provide investors
with returns that, before fees and expenses of the Fund, match those of the
SPDR®
S&P 500®
ETF Trust (“the Underlying ETF”) up to a predetermined upside cap of 2.71%
(before fees and expenses of the Fund) and 2.59% (after fees and expenses of the
Fund), while providing a buffer against the first 15% of Underlying ETF losses,
over the period from May 1, 2026 to July 31,
2026.
Fees and Expenses of the
Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
|
|
|
|
| |
|
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
|
| Management
Fees |
0.49% |
| Distribution
and/or Service (12b-1) Fees |
None |
|
Other
Expenses* |
0.00% |
|
Total
Annual Fund Operating Expenses |
0.49% |
*
Estimated for
the current fiscal year.
Example
The following example is intended to help retail investors compare
the cost of investing in the Fund with the cost of investing in other funds. It
illustrates the hypothetical expenses that such investors would incur over
various periods if they were to invest $10,000 in the Fund for the time periods
indicated and then redeem all of the Shares at the end of those periods. This
example assumes that the Fund provides a return of 5% a year and that operating
expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions, your costs would
be:
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund
Shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the Fund’s performance.
Because the Fund is newly organized, portfolio turnover information is not yet
available.
Principal Investment
Strategies of the Fund
The
Fund is an actively managed exchange-traded fund (“ETF”) that, under normal
market conditions, invests substantially all of its assets in FLexible
EXchange®
Options
(“FLEX Options”) that reference the share price return of the SPDR®
S&P 500® ETF Trust (the “Underlying ETF”). Due to the
unique mechanics of the Fund’s strategy, the return an investor can expect to
receive from an investment in the Fund has characteristics that are distinct
from many other investment vehicles.
It is important that an investor understand these characteristics before making
an investment in the Fund.
The
Fund uses FLEX Options to employ a “structured outcome strategy.” Structured
outcome strategies seek to produce pre-determined target investment outcomes
based upon the performance of an underlying security or index. The
pre-determined outcomes sought by the Fund are intended to reflect the
performance of the Underlying ETF over the period (the “Investment Period”),
subject to a buffer (the “Buffer”) against certain Underlying ETF losses and a
cap (the “Cap”) as set forth in the following table:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Investment
Period Start |
Investment
Period End |
Buffer
(before Fund fees and expenses) |
Buffer
(after Fund fees and expenses) |
Cap
(before Fund fees and expenses) |
Cap
(after Fund fees and expenses) |
| May
1, 2026 |
July
31, 2026 |
15% |
14.51% |
2.71% |
2.59% |
The
Current Investment Period
The
current and first Investment Period of the Fund’s operation is less than a full
calendar year, beginning on May 1, 2026 and ending on July 31, 2026.
For the current Investment Period, the Cap is 2.71% before taking into account
any fees or expenses charged to, or transaction costs incurred by, the Fund or
Underlying ETF. When the Fund’s annualized management fee of 0.49% of its
average daily net assets is taken into account, the Cap for the current
Investment Period is reduced to 2.59%. The returns that the Fund seeks to
provide do not take into account the costs associated with buying shares of the
Underlying Fund and any other expenses incurred by the Fund. The Fund’s website,
www.paceretfs.com/products/structured-outcome-strategie, provides more
information about the potential outcomes of an investment in the Fund during the
current Investment Period, including the remaining Cap.
The
Underlying ETF
In
general, the structured outcomes the Fund seeks for investors that hold Fund
shares for an entire Investment Period are as follows, though there can be no
guarantee these results will be achieved:
•If
the Underlying ETF appreciates over the Investment Period, the strategy is
intended to provide upside participation that matches the returns of the
Underlying ETF, up to the Cap that is determined at the start of the Investment
Period.
•If
the Underlying ETF declines in value over the Investment Period by up to 15%,
the strategy is designed to provide a flat return for the Fund (i.e.,
neither a gain nor a loss), before fees and expenses of the Fund. For example,
if the Underlying ETF loses 10% over the Investment Period, the strategy is
designed for the Fund to have a flat return of 0%, before fees and expenses of
the Fund.
•If
the Underlying ETF declines in value over the Investment Period, the strategy is
designed to protect the Fund from the first 15% of Underlying ETF losses, while
experiencing losses greater than 15% on a one-to-one basis with the Underlying
ETF, before fees and expenses of the Fund. For example, if the Underlying ETF
loses 20% over the Investment Period, the strategy is designed for the Fund to
have losses of 5% (20% less the Buffer of 15%), before Fund fees and
expenses.
The
following charts illustrate the hypothetical returns that the FLEX Options seek
to provide with respect to the performance of the Underlying ETF in certain
illustrative scenarios over the course of the Investment Period. These charts do
not take into account payment by the Fund of fees and expenses. There
is no guarantee that the Fund will be successful in providing these investment
outcomes for any Investment Period.
Investors
purchasing Shares during an Investment Period will experience different results.
The Fund’s website, www.paceretfs.com/products/structured-outcome-strategies,
provides information relating to the possible outcomes for an investor of an
investment in the Fund on a daily basis, including the Fund’s position relative
to the Cap and Buffer. Before purchasing Shares, an investor should visit the
Fund’s website to review this information and understand the possible outcomes
of an investment in Shares on a particular day.
Subsequent
Investment Periods will begin on the day the prior Investment Period ends and
will end on the approximate one-year anniversary of that new Investment Period.
On the first day of each new Investment Period, the Fund resets by investing in
a new set of FLEX Options that will provide a new Cap for the new Investment
Period. This means that the Cap will change for each Investment Period based
upon prevailing market conditions at the beginning of each Investment
Period.
The
Cap and Buffer, and the Fund’s position relative to each, should be considered
before investing in the Fund. The
Fund will be perpetually offered and not terminate after the current or any
subsequent Investment Period.
Purchases
During an Investment Period
An
investor that purchases Shares other than on the first day of an Investment
Period and/or sells Shares prior to the end of an Investment Period may
experience results that are very different from the outcomes sought by the Fund
for that Investment Period.
Both
the Cap and Buffer are fixed levels that are calculated in relation to the
Underlying ETF’s share price return and the Fund’s net asset value (“NAV”) at
the start of an Investment Period. While the Cap and Buffer reference the
performance of the Underlying ETF over the Investment Period, the Fund expects
its NAV to experience the same general price movement, Cap, and Buffer as a
percentage gain or loss by the Underlying ETF over the Investment Period, before
fees and expenses of the Fund.
Because
the Underlying ETF’s share price return and the Fund’s NAV change over the
Investment Period, an investor acquiring Shares after the start of the
Investment Period will likely have a different return potential than an investor
who purchased Shares at the start of the Investment Period. This
is because, while the Cap and Buffer for the Investment Period are fixed levels
that remain constant throughout the Investment Period, an investor purchasing
Shares at market value during the Investment Period likely purchased Shares at a
price that is different from the Fund’s NAV at the start of the Investment
Period (i.e.,
the NAV that the Cap and Buffer reference). In addition, the price of the
Underlying ETF during the Investment Period is likely to be different from the
price of the Underlying ETF at the start of the Investment Period. To
achieve the structured outcomes sought by the Fund for an Investment Period, an
investor must hold Shares for the entire Investment Period. An investment in the
Fund may not be appropriate for investors who do not intend to hold the Fund for
the entire Investment Period.
Buffer
The
Fund seeks to provide a Buffer on the first 15% loss of the Underlying ETF over
each Investment Period. After the Underlying ETF has decreased in price by more
than 15%, the Fund is expected to experience subsequent losses on a one-to-one
basis (e.g.,
if the Underlying ETF loses 20%, the Fund loses 5%). The Buffer is before taking
into account the fees and expenses of the Fund charged to
shareholders.
If
an investor is considering purchasing Shares during the Investment Period and
the Fund has already decreased in value by at least 15% since the first day of
the Investment Period (the “Initial Fund Value”), an investor purchasing Shares
at that price will have increased gains available prior to reaching the
Cap
but
may
not benefit from the Buffer
that the Fund seeks to offer for the remainder of the Investment Period. The Cap
and Buffer relative to the Initial Fund Value will not change over the
Investment Period.
Conversely,
if an investor is considering purchasing Shares during the Investment Period and
the Fund has already increased in value, then a shareholder may experience
losses prior to gaining the protection offered by the Buffer, which is not
guaranteed.
The
Buffer only provides limited downside protection. Once losses on the Underlying
ETF exceed the Buffer, investors will bear the risk of any further
losses.
Cap
The
returns of the Fund are subject to the Cap set forth in the above table for the
Investment Period. Unlike other investment products, the potential returns an
investor can receive from the Fund are subject to a pre-determined upside return
Cap that represents the maximum percentage return an investor can achieve from
an investment in the Fund for an entire Investment Period. In the event the
Underlying ETF experiences gains over an Investment Period, the Fund seeks to
provide investment returns that match the percentage increase of the Underlying
ETF, but any percentage gains over the amount of the Cap will not be experienced
by the Fund. This
means that, if the Underlying ETF experiences gains for an Investment Period in
excess of the Cap for that Investment Period, the Fund will not benefit from
those excess gains.
Therefore,
regardless of the performance of the Underlying ETF, the Cap is the maximum
return an investor can achieve from an investment in the Fund for that
Investment Period.
An
investor who sells Shares before the end of an Investment Period may not fully
realize the maximum return during the Investment Period and may be exposed to
greater risk of loss and less potential gain.
The
Cap is set on the first day of each Investment Period. Following the close of
business on the last day of the Investment Period, the Fund will supplement its
prospectus by filing and mailing to shareholders a notice disclosing the Fund’s
Cap for the next Investment Period if such Cap is lower than the Cap for the
prior Investment Period. The information will also be available on the Fund’s
website at
www.paceretfs.com/products/structured-outcome-strategies.
The
Cap is determined prior to taking into account annual operating expenses of the
Fund, which are disclosed above under “Fees and Expenses of the Fund,” as well
as brokerage commissions, trading fees, taxes, and any extraordinary expenses
incurred by the Fund. Such extraordinary expenses (incurred outside of the
ordinary operation of the Fund) may include, for example, unexpected litigation,
regulatory, or tax expenses.
The
Cap level is a result of the design of the Fund’s principal investment strategy.
To provide the Buffer, the Fund purchases a series of put and call FLEX Options
on the first day of an Investment Period. As the purchaser of these FLEX
Options, the Fund is obligated to pay a premium to the seller of those FLEX
Options. The portfolio manager will calculate the amount of premiums that the
Fund will owe on the put options acquired and sold to provide the Buffer and
will then go into the market and sell call options with terms that entitle the
Fund to receive premiums such that the net amount of premiums paid per unit of
the Underlying ETF is approximately equal to the price per unit of shares of the
Underlying ETF. The Cap is the strike price of those sold FLEX Options. The
defined Cap applicable to an Investment Period will vary based on prevailing
market conditions at the time, including then-current interest rate levels,
Underlying ETF volatility, and the relationship of puts and calls on the
underlying FLEX Options.
The
Cap, and the Fund’s position relative to it on any given day, should be
considered before investing in the Fund. If
an investor purchases Shares during an Investment Period, and the Fund has
already increased in value above its Initial Fund Value for that Investment
Period to a level near to the Cap, an investor purchasing Shares will have
limited to no gain potential for the remainder of the Investment Period.
However, the investor will remain vulnerable to significant downside risk
because the investor will bear the losses between the price at which it
purchased its Shares and the Initial Fund Value for the Investment Period before
subsequent losses will be protected by the Buffer.
General
Information about FLEX Options
FLEX
Options are exchange-traded options contracts with uniquely customizable terms
like exercise price, style, and expiration date. The Underlying ETF is an
exchange-traded unit investment trust that seeks to provide investment results
that, before expenses, correspond generally to the performance of the S&P
500®
Index. The Underlying ETF uses a full replication strategy, meaning it invests
in all of the component securities of the S&P 500®
Index in the same approximate proportions as in the S&P 500®
Index. See
“Additional Information About the Funds—The Underlying ETF” below for more
information.
The
FLEX Options that the Fund will hold that reference the Underlying ETF will give
the Fund the right to receive or deliver shares of the Underlying ETF on the
option expiration date at a strike price, depending on whether the option is a
put or call option and whether the Fund purchases or sells the option. The FLEX
Options held by the Fund are European-style options, which are exercisable at
the strike price only on the FLEX Option expiration date.
The
Fund will generally, under normal conditions, hold four kinds of FLEX Options
for each Investment Period. The Fund will purchase a call option (giving the
Fund the right to receive shares of the Underlying ETF) and a put option (giving
the Fund the right to deliver shares of the Underlying ETF), while
simultaneously selling (i.e.,
writing) a call option (giving the Fund the obligation to deliver shares of the
Underlying ETF) and a put option (giving the Fund the obligation to receive
shares of the Underlying ETF). The Fund intends to structure the FLEX Options so
that any amount owed by the Fund on the written FLEX Options will be covered by
payouts at expiration from the purchased FLEX Options. As a result, the FLEX
Options will be fully covered and no additional collateral will be necessary
during the life of the Fund. The Fund receives premiums in exchange for the
written FLEX Options and pays premiums in exchange for the purchased FLEX
Options. Each of the FLEX Options purchased and sold throughout the Investment
Period will have the same terms, such as strike price and expiration date, as
the FLEX Options purchased and sold on the first day of the Investment
Period.
On
the FLEX Options’ expiration date, the Fund intends to sell the FLEX Options
prior to their expiration and use the resulting proceeds to purchase new FLEX
Options for the next Investment Period.
The
Fund is classified as “non-diversified” under the Investment Company Act of
1940, as amended (the “1940 Act”).
Principal
Risks of Investing in the Fund
You can lose
money on your investment in the Fund. The Fund is subject to the
risks summarized below. Some or all of these risks may adversely affect the
Fund’s net asset value per share (“NAV”), trading price, yield, total return
and/or ability to meet its objectives. The Fund has characteristics unlike many
other traditional investment products and may not be suitable for all investors.
For more information about the risks of investing in the Fund, see the section
in the Fund’s prospectus entitled “Additional Information about the Principal
Risks of Investing in the Funds.” The principal risks are presented in
alphabetical order to facilitate finding particular risks and comparing them
with other funds. Each risk summarized below is considered a “principal risk” of
investing in the Fund, regardless of the order in which it appears.
•Buffered
Loss Risk.
There can be no guarantee that the Fund will be successful in its strategy to
buffer against Underlying ETF losses. Despite
the intended Buffer, a shareholder could lose their entire
investment. The Fund’s strategy seeks to deliver returns that match the share
price return of the Underlying ETF (up to the Cap), while limiting downside
losses, if Shares are bought on the day on which the Fund enters into the FLEX
Options and held until those FLEX Options expire at the end of each Investment
Period. In the event an investor purchases Shares after the date on which the
FLEX Options were entered into or sells Shares prior to the expiration of the
FLEX Options, the Buffer that the Fund seeks to provide may not be available and
the investor may not get the full benefit of the Buffer. The Fund might not
achieve its objective in certain circumstances. The Fund does not provide
principal protection and an investor may experience significant losses on its
investment, including loss of its entire investment.
•Cap
Change Risk.
A new Cap is established at the beginning of each Investment Period and is
dependent on prevailing market conditions. As a result, the Cap may rise or fall
from one Investment Period to the next and is unlikely to remain the same for
consecutive Investment Periods.
•Capped
Upside Risk. The Fund’s strategy seeks to provide returns that match those of the
Underlying ETF for Shares purchased on the first day of an Investment Period and
held for the entire Investment Period, subject to a pre-determined upside Cap.
If an investor does not hold its Shares for an entire Investment Period, the
returns realized by that investor may not match those the Fund seeks to achieve.
If the Underlying ETF experiences gains during an Investment Period, the Fund
will not participate in those gains beyond the Cap. In the event an investor
purchases Shares after the first day of an Investment Period and the Fund has
risen in value to a level near to the Cap, there may be little or no ability for
that investor to experience an investment gain on their
Shares.
•Counterparty
Risk.
Fund transactions involving a counterparty are subject to the risk that the
counterparty will not fulfill its obligation to the Fund. Counterparty risk may
arise because of the counterparty’s financial condition (i.e., financial difficulties, bankruptcy, or insolvency), market
activities and developments, or other reasons, whether foreseen or not. A
counterparty’s inability to fulfill its obligation may result in significant
financial loss to the Fund. The Fund may be unable to recover its investment
from the counterparty or may obtain a limited recovery, and/or recovery may be
delayed. The OCC acts as guarantor and central counterparty with respect to FLEX
Options. As a result, the ability of the Fund to meet its objective depends on
the OCC being able to meet its obligations. In the unlikely event that the OCC
becomes insolvent or is otherwise unable to meet its settlement obligations, the
Fund could suffer significant losses.
•ETF
Risks.
The Fund is an ETF and, as a result of an ETF’s structure, is exposed to the
following risks:
◦Authorized
Participants (“APs”), Market Makers, and Liquidity Providers Concentration
Risk.
The Fund has a limited number of financial institutions that may act
as APs. In addition, there may be a limited number of market makers and/or
liquidity providers in the marketplace. To the extent either of the following
events occur, shares of the Fund may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Cash
Redemption Risk. The
Fund’s investment strategy may require it to redeem Shares for cash or to
otherwise include cash as part of its redemption proceeds. The Fund may be
required to sell or unwind portfolio investments to obtain the cash needed to
distribute redemption proceeds. This may cause the Fund to recognize a capital
gain that it might not have recognized if it had made a redemption in-kind. As a
result, the Fund may pay out higher annual capital gain distributions than if
the in-kind redemption process was used. ETF shares can only be redeemed in
creation units by APs. Individual shareholders may only purchase and sell ETF
shares on a secondary market.
◦Costs
of Buying or Selling Shares of the Fund. Due to the costs of buying or selling shares of the Fund, including
brokerage commissions imposed by brokers and bid/ask spreads, frequent trading
of shares of the Fund may significantly reduce investment results and an
investment in shares of the Fund may not be advisable for investors who
anticipate regularly making small investments.
◦Shares
of the Fund May Trade at Prices Other Than NAV. As with all ETFs, shares of the Fund may be bought and sold in the
secondary market at market prices. The price of shares of the Fund, like the
price of all traded securities, will be subject to factors such as supply and
demand, as well as the current value of the Fund’s portfolio holdings. Although
it is expected that the market price of the shares of the Fund will approximate
the Fund’s NAV, there may be times when the market price of the shares is more
than the NAV intra-day (premium) or less than the NAV intra-day (discount). This
risk is heightened in times of market volatility, periods of steep market
declines, and periods when there is limited trading activity for shares in the
secondary market, in which case such premiums or discounts may be significant.
Shares of the Fund will be bought and sold in the secondary market at market
prices.
◦Trading. Although shares of the Fund are listed
for trading on a national securities exchange, such as Cboe BZX Exchange, Inc.
(the “Exchange”), and may be traded on U.S. exchanges other than the Exchange,
there can be no assurance that shares of the Fund will trade with any volume, or
at all, on any stock exchange. In stressed market conditions, the liquidity of
shares of the Fund may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than shares of the
Fund.
•FLEX
Options Correlation Risk. The
FLEX Options held by the Fund will be exercisable at the strike price only on
their expiration date. Prior to the expiration date, the value of the FLEX
Options will be determined based upon market quotations or using other
recognized pricing methods. The value of the FLEX Options prior to the
expiration date may vary because of related factors other than the value of the
Underlying ETF. Factors that may influence the value of the FLEX Options, other
than changes in the value of the Underlying ETF, may include interest rate
changes, changing supply and demand, decreased liquidity of the FLEX Options,
and changing volatility levels of the Underlying
ETF.
•FLEX
Options Liquidity Risk.
The FLEX Options are listed on an exchange; however, no one can guarantee that a
liquid secondary trading market will exist for the FLEX Options. In the event
that trading in the FLEX Options is limited or absent, the value of the Fund’s
FLEX Options may decrease. In a less liquid market for the FLEX Options,
liquidating the FLEX Options may require the payment of a premium (for written
FLEX Options) or acceptance of a discounted price (for purchased FLEX Options)
and may take longer to complete. A less liquid trading market may adversely
impact the value of the FLEX Options and Fund shares and result in the Fund
being unable to achieve its investment objective. The trading in FLEX Options
may be less deep and liquid than the market for certain other securities. FLEX
Options may be less liquid than certain non-customized options. In a less liquid
market for the FLEX Options, the liquidation of a large number of options may
more significantly impact the price. A less liquid trading market may adversely
impact the value of the FLEX Options and the value of your
investment.
•FLEX
Options Valuation Risk.
The value of the FLEX Options will be determined based upon market quotations or
using other recognized pricing methods. The value of the FLEX Options prior to
the expiration date may vary because of related factors other than the value of
the Underlying ETF. During periods of reduced market liquidity or in the absence
of readily available market quotations for the holdings of the Fund, the ability
of the Fund to value the FLEX Options becomes more difficult and the judgment of
the Fund’s investment adviser or
sub-adviser
(employing the fair value procedures adopted by the Board of Trustees of the
Trust) may play a greater role in the valuation of the Fund’s holdings due to
reduced availability of reliable objective pricing
data.
•Investment
Period Risk.
The Fund’s investment strategy is designed to deliver returns that match the
share price return of the Underlying ETF if Shares are bought on the day on
which the Fund enters into the FLEX Options (i.e., the first day of an Investment Period) and held until those FLEX
Options expire at the end of the Investment Period. In the event an investor
purchases Shares after the first day of an Investment Period or sells Shares
prior to the expiration of the Investment Period, the value of that investor’s
investment in Shares may not be buffered against a decline in the value of the
Underlying ETF and may not participate in a gain in the value of the Underlying
ETF up to the Cap for the investor’s investment period.
•Large-Capitalization
Investing Risk. The Fund may invest in the securities of large-capitalization
companies. As a result, the Fund’s performance may be adversely affected if
securities of large-capitalization companies underperform securities of
smaller-capitalization companies or the market as a whole. The securities of
large-capitalization companies may be relatively mature compared to smaller
companies and therefore subject to slower growth during times of economic
expansion.
•Management
Risk. The
Fund is subject to management risk because it is an actively managed portfolio.
In managing the Fund’s investment portfolio, the portfolio manager will apply
investment techniques and risk analyses that may not produce the desired result.
There can be no guarantee that the Fund will meet its investment
objective.
•Market
Risk. Market risk is the risk that a particular security, or Shares in
general, may fall in value. Securities are subject to market fluctuations caused
by such factors as economic, political, regulatory or market developments,
changes in interest rates, and perceived trends in securities prices. Shares
could decline in value or underperform other investments. In addition, local,
regional, or global events such as war, acts of terrorism, spread of infectious
diseases or other public health issues, recessions, or other events could have a
significant negative impact on the Fund and its investments. Such events may
affect certain geographic regions, countries, sectors, and industries more
significantly than others. Such events could adversely affect the prices and
liquidity of the Fund’s portfolio securities or other instruments and could
result in disruptions in the trading markets.
•New
Fund Risk. The Fund is new with no operating history. As a result, there can be
no assurance that the Fund will grow to or maintain an economically viable size,
in which case it could ultimately liquidate. The Fund’s distributor does not
maintain a secondary market in Fund shares.
•Non-Diversification
Risk. The Fund is considered to be non-diversified, which means that it may
invest more of its assets in the securities of a single issuer or a smaller
number of issuers than if it were a diversified fund. As a result, the Fund may
be more exposed to the risks associated with and developments affecting an
individual issuer or a smaller number of issuers than a fund that invests more
widely. This may increase the Fund’s volatility and cause the performance of a
relatively smaller number of issuers to have a greater impact on the Fund’s
performance.
•Special
Tax Risk.
The Fund intends to qualify as a “regulated Investment company” (“RIC”),
however, the federal income tax treatment of certain aspects of the proposed
operations of the Fund are not entirely clear. This includes the tax aspects of
the Fund’s options strategy, its hedging strategy, the possible application of
the “straddle” rules, and various loss limitation provisions of the Internal
Revenue Code of 1986, as amended. If, in any year, the Fund fails to qualify as
a regulated investment company under the applicable tax laws, the Fund would be
taxed as an ordinary corporation. Certain options on an ETF may not qualify as
“Section 1256 contracts” under Section 1256 of the Code, and disposition of such
options will likely result in short-term or long-term capital gains or losses
depending on the holding period.
In
the event that a shareholder purchases Shares shortly before a distribution by
the Fund, the entire distribution may be taxable to the shareholder even though
a portion of the distribution effectively represents a return of the purchase
price.
•Suitability
Risk.
The Fund’s unique characteristics (i.e., the imperative of holding Shares for
the entire Investment Period, the Cap and Buffer) distinguish it from other
investment products and may make it an unsuitable investment for some
investors.
•Underlying
ETF Risk. The Fund invests in FLEX Options that reference an ETF, which
subjects the Fund to certain of the risks of owning shares of an ETF, as well as
the types of instruments in which the Underlying ETF invests. The value of an
ETF will fluctuate over time based on fluctuations in the values of the
securities held by the ETF, which may be affected by changes in general economic
conditions, expectations for future growth and profits, interest rates and the
supply and demand for those securities. In addition, ETFs are subject to
authorized participant concentration risk, market maker risk, premium/discount
risk, tracking error risk and trading issues risk. Brokerage, tax and other
expenses may negatively impact the performance of the Underlying ETF and, in
turn, the value of the Fund’s shares. An ETF that tracks an index may not
exactly match the performance of the index due to cash drag, differences between
the portfolio of the ETF and the components of the index, expenses, and other
factors.
Fund
Performance
Performance information for the Fund is not
included because the Fund did not commence operations prior to the date of this
Prospectus. In the future, performance for the Fund will be
presented in this section. Updated performance information will be available on
the Fund’s website at www.PacerETFs.com
or by calling the Fund toll-free at 1-877-337-0500.
Management
Investment
Adviser
Pacer
Advisors, Inc. (the “Adviser”) serves as investment adviser to the Fund.
Investment
Sub-Adviser
Swan
Global Management, LLC (“Swan” or the “Sub-Adviser”) serves as investment
sub-adviser to the Fund.
Portfolio
Manager
Chris
Hausman, CMT, CAIA, Senior Portfolio Manager and Managing Director-Risk of the
Sub-Adviser, has served as the Fund’s portfolio manager since its inception. Mr.
Hausman is responsible for the day-to-day management of the Fund.
Buying
and Selling Fund Shares
The
Fund is an ETF. This means that individual Shares of the Fund may only be
purchased and sold in the secondary market through brokers at market prices,
rather than NAV. Because Shares trade at market prices rather than NAV, Shares
may trade at a price greater than NAV (premium) or less than NAV
(discount).
The
Fund generally issues and redeems shares at NAV only in large blocks of shares
known as “Creation Units,” which only institutions or large investors may
purchase or redeem. The Fund generally issues and redeems Creation Units in
exchange for a portfolio of securities (the “Deposit Securities”) and/or a
designated amount of U.S. cash that the Fund specifies each day.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a seller is
willing to accept for Shares (ask) when buying or selling Shares in the
secondary market (the “bid-ask spread”). Recent information about the Fund,
including its net asset value, market price, premiums and discounts, and bid-ask
spreads is available on the Fund’s website at www.PacerETFs.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an
individual retirement account (“IRA”) or other tax-advantaged retirement
account. Distributions may be taxable upon withdrawal from tax-deferred
accounts.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase the Fund through a broker or other financial intermediary (such as
a bank), the Adviser, the Sub-Adviser, and their related companies may pay the
intermediary for activities related to the marketing and promotion of the Fund.
These payments may create a conflict of interest by influencing the
broker-dealer or other intermediary and your sales person to recommend the Fund
over another investment. Ask your salesperson or visit your financial
intermediary’s website for more information.
Investment
Objective
The
Pacer Swan SOS Moderate (September) ETF (the “Fund”) seeks to provide investors
with returns that, before fees and expenses of the Fund, match those of the
SPDR®
S&P 500®
ETF Trust (“the Underlying ETF”) up to a predetermined upside cap of 2.72%
(before fees and expenses of the Fund) and 2.61% (after fees and expenses of the
Fund), while providing a buffer against the first 15% of Underlying ETF losses,
over the period from June 12, 2026 to August 31,
2026.
Fees and Expenses of the
Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
|
|
|
|
| |
|
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
|
| Management
Fees |
0.49% |
| Distribution
and/or Service (12b-1) Fees |
None |
|
Other
Expenses* |
0.00% |
|
Total
Annual Fund Operating Expenses |
0.49% |
*
Estimated for the current fiscal
year.
Example
The following example is intended to help retail investors compare
the cost of investing in the Fund with the cost of investing in other funds. It
illustrates the hypothetical expenses that such investors would incur over
various periods if they were to invest $10,000 in the Fund for the time periods
indicated and then redeem all of the Shares at the end of those periods. This
example assumes that the Fund provides a return of 5% a year and that operating
expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions, your costs would
be:
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund
Shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the Fund’s performance.
Because the Fund is newly organized, portfolio turnover information is not yet
available.
Principal Investment
Strategies of the Fund
The
Fund is an actively managed exchange-traded fund (“ETF”) that, under normal
market conditions, invests substantially all of its assets in FLexible
EXchange®
Options
(“FLEX Options”) that reference the share price return of the SPDR®
S&P 500® ETF Trust (the “Underlying ETF”). Due to the
unique mechanics of the Fund’s strategy, the return an investor can expect to
receive from an investment in the Fund has characteristics that are distinct
from many other investment vehicles.
It is important that an investor understand these characteristics before making
an investment in the Fund.
The
Fund uses FLEX Options to employ a “structured outcome strategy.” Structured
outcome strategies seek to produce pre-determined target investment outcomes
based upon the performance of an underlying security or index. The
pre-determined outcomes sought by the Fund are intended to reflect the
performance of the Underlying ETF over the period (the “Investment Period”),
subject to a buffer (the “Buffer”) against certain Underlying ETF losses and a
cap (the “Cap”) as set forth in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Investment
Period Start |
Investment
Period End |
Buffer
(before Fund fees and expenses) |
Buffer
(after Fund fees and expenses) |
Cap
(before Fund fees and expenses) |
Cap
(after Fund fees and expenses) |
| June
12, 2026 |
August
31, 2026 |
15% |
14.51% |
2.72% |
2.61% |
The
Current Investment Period
The
current and first Investment Period of the Fund’s operation is less than a full
calendar year, beginning on June 12, 2026 and ending on August 31,
2026. For the current Investment Period, the Cap is 2.72% before taking into
account any fees or expenses charged to, or transaction costs incurred by, the
Fund or Underlying ETF. When the Fund’s annualized management fee of 0.49% of
its average daily net assets is taken into account, the Cap for the current
Investment Period is reduced to 2.61%. The returns that the Fund seeks to
provide do not take into account the costs associated with buying shares of the
Underlying Fund and any other expenses incurred by the Fund. The Fund’s website,
www.paceretfs.com/products/structured-outcome-strategie, provides more
information about the potential outcomes of an investment in the Fund during the
current Investment Period, including the remaining Cap.
The
Underlying ETF
In
general, the structured outcomes the Fund seeks for investors that hold Fund
shares for an entire Investment Period are as follows, though there can be no
guarantee these results will be achieved:
•If
the Underlying ETF appreciates over the Investment Period, the strategy is
intended to provide upside participation that matches the returns of the
Underlying ETF, up to the Cap that is determined at the start of the Investment
Period.
•If
the Underlying ETF declines in value over the Investment Period by up to 15%,
the strategy is designed to provide a flat return for the Fund (i.e.,
neither a gain nor a loss), before fees and expenses of the Fund. For example,
if the Underlying ETF loses 10% over the Investment Period, the strategy is
designed for the Fund to have a flat return of 0%, before fees and expenses of
the Fund.
•If
the Underlying ETF declines in value over the Investment Period, the strategy is
designed to protect the Fund from the first 15% of Underlying ETF losses, while
experiencing losses greater than 15% on a one-to-one basis with the Underlying
ETF, before fees and expenses of the Fund. For example, if the Underlying ETF
loses 20% over the Investment Period, the strategy is designed for the Fund to
have losses of 5% (20% less the Buffer of 15%), before Fund fees and
expenses.
The
following charts illustrate the hypothetical returns that the FLEX Options seek
to provide with respect to the performance of the Underlying ETF in certain
illustrative scenarios over the course of the Investment Period. These charts do
not take into account payment by the Fund of fees and expenses. There
is no guarantee that the Fund will be successful in providing these investment
outcomes for any Investment Period.
Investors
purchasing Shares during an Investment Period will experience different results.
The Fund’s website, www.paceretfs.com/products/structured-outcome-strategies,
provides information relating to the possible outcomes for an investor of an
investment in the Fund on a daily basis, including the Fund’s position relative
to the Cap and Buffer. Before purchasing Shares, an investor should visit the
Fund’s website to review this information and understand the possible outcomes
of an investment in Shares on a particular day.
Subsequent
Investment Periods will begin on the day the prior Investment Period ends and
will end on the approximate one-year anniversary of that new Investment Period.
On the first day of each new Investment Period, the Fund resets by investing in
a new set of FLEX Options that will provide a new Cap for the new Investment
Period. This means that the Cap will change for each Investment Period based
upon prevailing market conditions at the beginning of each Investment
Period.
The
Cap and Buffer, and the Fund’s position relative to each, should be considered
before investing in the Fund. The
Fund will be perpetually offered and not terminate after the current or any
subsequent Investment Period.
Purchases
During an Investment Period
An
investor that purchases Shares other than on the first day of an Investment
Period and/or sells Shares prior to the end of an Investment Period may
experience results that are very different from the outcomes sought by the Fund
for that Investment Period.
Both
the Cap and Buffer are fixed levels that are calculated in relation to the
Underlying ETF’s share price return and the Fund’s net asset value (“NAV”) at
the start of an Investment Period. While the Cap and Buffer reference the
performance of the Underlying ETF over the Investment Period, the Fund expects
its NAV to experience the same general price movement, Cap, and Buffer as a
percentage gain or loss by the Underlying ETF over the Investment Period, before
fees and expenses of the Fund.
Because
the Underlying ETF’s share price return and the Fund’s NAV change over the
Investment Period, an investor acquiring Shares after the start of the
Investment Period will likely have a different return potential than an investor
who purchased Shares at the start of the Investment Period. This
is because, while the Cap and Buffer for the Investment Period are fixed levels
that remain constant throughout the Investment Period, an investor purchasing
Shares at market value during the Investment Period likely purchased Shares at a
price that is different from the Fund’s NAV at the start of the Investment
Period (i.e.,
the NAV that the Cap and Buffer reference). In addition, the price of the
Underlying ETF during the Investment Period is likely to be different from the
price of the Underlying ETF at the start of the Investment Period. To
achieve the structured outcomes sought by the Fund for an Investment Period, an
investor must hold Shares for the entire Investment Period. An investment in the
Fund may not be appropriate for investors who do not intend to hold the Fund for
the entire Investment Period.
Buffer
The
Fund seeks to provide a Buffer on the first 15% loss of the Underlying ETF over
each Investment Period. After the Underlying ETF has decreased in price by more
than 15%, the Fund is expected to experience subsequent losses on a one-to-one
basis (e.g.,
if the Underlying ETF loses 20%, the Fund loses 5%). The Buffer is before taking
into account the fees and expenses of the Fund charged to
shareholders.
If
an investor is considering purchasing Shares during the Investment Period and
the Fund has already decreased in value by at least 15% since the first day of
the Investment Period (the “Initial Fund Value”), an investor purchasing Shares
at that price will have increased gains available prior to reaching the
Cap
but
may
not benefit from the Buffer
that the Fund seeks to offer for the remainder of the Investment Period. The Cap
and Buffer relative to the Initial Fund Value will not change over the
Investment Period.
Conversely,
if an investor is considering purchasing Shares during the Investment Period and
the Fund has already increased in value, then a shareholder may experience
losses prior to gaining the protection offered by the Buffer, which is not
guaranteed.
The
Buffer only provides limited downside protection. Once losses on the Underlying
ETF exceed the Buffer, investors will bear the risk of any further
losses.
Cap
The
returns of the Fund are subject to the Cap set forth in the above table for the
Investment Period. Unlike other investment products, the potential returns an
investor can receive from the Fund are subject to a pre-determined upside return
Cap that represents the maximum percentage return an investor can achieve from
an investment in the Fund for an entire Investment Period. In the event the
Underlying ETF experiences gains over an Investment Period, the Fund seeks to
provide investment returns that match the percentage increase of the Underlying
ETF, but any percentage gains over the amount of the Cap will not be experienced
by the Fund. This
means that, if the Underlying ETF experiences gains for an Investment Period in
excess of the Cap for that Investment Period, the Fund will not benefit from
those excess gains.
Therefore,
regardless of the performance of the Underlying ETF, the Cap is the maximum
return an investor can achieve from an investment in the Fund for that
Investment Period.
An
investor who sells Shares before the end of an Investment Period may not fully
realize the maximum return during the Investment Period and may be exposed to
greater risk of loss and less potential gain.
The
Cap is set on the first day of each Investment Period. Following the close of
business on the last day of the Investment Period, the Fund will supplement its
prospectus by filing and mailing to shareholders a notice disclosing the Fund’s
Cap for the next Investment Period if such Cap is lower than the Cap for the
prior Investment Period. The information will also be available on the Fund’s
website at
www.paceretfs.com/products/structured-outcome-strategies.
The
Cap is determined prior to taking into account annual operating expenses of the
Fund, which are disclosed above under “Fees and Expenses of the Fund,” as well
as brokerage commissions, trading fees, taxes, and any extraordinary expenses
incurred by the Fund. Such extraordinary expenses (incurred outside of the
ordinary operation of the Fund) may include, for example, unexpected litigation,
regulatory, or tax expenses.
The
Cap level is a result of the design of the Fund’s principal investment strategy.
To provide the Buffer, the Fund purchases a series of put and call FLEX Options
on the first day of an Investment Period. As the purchaser of these FLEX
Options, the Fund is obligated to pay a premium to the seller of those FLEX
Options. The portfolio manager will calculate the amount of premiums that the
Fund will owe on the put options acquired and sold to provide the Buffer and
will then go into the market and sell call options with terms that entitle the
Fund to receive premiums such that the net amount of premiums paid per unit of
the Underlying ETF is approximately equal to the price per unit of shares of the
Underlying ETF. The Cap is the strike price of those sold FLEX Options. The
defined Cap applicable to an Investment Period will vary based on prevailing
market conditions at the time, including then-current interest rate levels,
Underlying ETF volatility, and the relationship of puts and calls on the
underlying FLEX Options.
The
Cap, and the Fund’s position relative to it on any given day, should be
considered before investing in the Fund. If
an investor purchases Shares during an Investment Period, and the Fund has
already increased in value above its Initial Fund Value for that Investment
Period to a level near to the Cap, an investor purchasing Shares will have
limited to no gain potential for the remainder of the Investment Period.
However, the investor will remain vulnerable to significant downside risk
because the investor will bear the losses between the price at which it
purchased its Shares and the Initial Fund Value for the Investment Period before
subsequent losses will be protected by the Buffer.
General
Information about FLEX Options
FLEX
Options are exchange-traded options contracts with uniquely customizable terms
like exercise price, style, and expiration date. The Underlying ETF is an
exchange-traded unit investment trust that seeks to provide investment results
that, before expenses, correspond generally to the performance of the S&P
500®
Index. The Underlying ETF uses a full replication strategy, meaning it invests
in all of the component securities of the S&P 500®
Index in the same approximate proportions as in the S&P 500®
Index. See
“Additional Information About the Funds—The Underlying ETF” below for more
information.
The
FLEX Options that the Fund will hold that reference the Underlying ETF will give
the Fund the right to receive or deliver shares of the Underlying ETF on the
option expiration date at a strike price, depending on whether the option is a
put or call option and whether the Fund purchases or sells the option. The FLEX
Options held by the Fund are European-style options, which are exercisable at
the strike price only on the FLEX Option expiration date.
The
Fund will generally, under normal conditions, hold four kinds of FLEX Options
for each Investment Period. The Fund will purchase a call option (giving the
Fund the right to receive shares of the Underlying ETF) and a put option (giving
the Fund the right to deliver shares of the Underlying ETF), while
simultaneously selling (i.e.,
writing) a call option (giving the Fund the obligation to deliver shares of the
Underlying ETF) and a put option (giving the Fund the obligation to receive
shares of the Underlying ETF). The Fund intends to structure the FLEX Options so
that any amount owed by the Fund on the written FLEX Options will be covered by
payouts at expiration from the purchased FLEX Options. As a result, the FLEX
Options will be fully covered and no additional collateral will be necessary
during the life of the Fund. The Fund receives premiums in exchange for the
written FLEX Options and pays premiums in exchange for the purchased FLEX
Options. Each of the FLEX Options purchased and sold throughout the Investment
Period will have the same terms, such as strike price and expiration date, as
the FLEX Options purchased and sold on the first day of the Investment
Period.
On
the FLEX Options’ expiration date, the Fund intends to sell the FLEX Options
prior to their expiration and use the resulting proceeds to purchase new FLEX
Options for the next Investment Period.
The
Fund is classified as “non-diversified” under the Investment Company Act of
1940, as amended (the “1940 Act”).
Principal
Risks of Investing in the Fund
You can lose
money on your investment in the Fund. The Fund is subject to the
risks summarized below. Some or all of these risks may adversely affect the
Fund’s net asset value per share (“NAV”), trading price, yield, total return
and/or ability to meet its objectives. The Fund has characteristics unlike many
other traditional investment products and may not be suitable for all investors.
For more information about the risks of investing in the Fund, see the section
in the Fund’s prospectus entitled “Additional Information about the Principal
Risks of Investing in the Funds.” The principal risks are presented in
alphabetical order to facilitate finding particular risks and comparing them
with other funds. Each risk summarized below is considered a “principal risk” of
investing in the Fund, regardless of the order in which it appears.
•Buffered
Loss Risk.
There can be no guarantee that the Fund will be successful in its strategy to
buffer against Underlying ETF losses. Despite
the intended Buffer, a shareholder could lose their entire
investment. The Fund’s strategy seeks to deliver returns that match the share
price return of the Underlying ETF (up to the Cap), while limiting downside
losses, if Shares are bought on the day on which the Fund enters into the FLEX
Options and held until those FLEX Options expire at the end of each Investment
Period. In the event an investor purchases Shares after the date on which the
FLEX Options were entered into or sells Shares prior to the expiration of the
FLEX Options, the Buffer that the Fund seeks to provide may not be available and
the investor may not get the full benefit of the Buffer. The Fund might not
achieve its objective in certain circumstances. The Fund does not provide
principal protection and an investor may experience significant losses on its
investment, including loss of its entire investment.
•Cap
Change Risk.
A new Cap is established at the beginning of each Investment Period and is
dependent on prevailing market conditions. As a result, the Cap may rise or fall
from one Investment Period to the next and is unlikely to remain the same for
consecutive Investment Periods.
•Capped
Upside Risk.
The Fund’s strategy seeks to provide returns that match those of the Underlying
ETF for Shares purchased on the first day of an Investment Period and held for
the entire Investment Period, subject to a pre-determined upside Cap. If an
investor does not hold its Shares for an entire Investment Period, the returns
realized by that investor may not match those the Fund seeks to achieve. If the
Underlying ETF experiences gains during an Investment Period, the Fund will not
participate in those gains beyond the Cap. In the event an investor purchases
Shares after the first day of an Investment Period and the Fund has risen in
value to a level near to the Cap, there may be little or no ability for that
investor to experience an investment gain on their
Shares.
•Counterparty
Risk.
Fund transactions involving a counterparty are subject to the risk that the
counterparty will not fulfill its obligation to the Fund. Counterparty risk may
arise because of the counterparty’s financial condition (i.e.,
financial difficulties, bankruptcy, or insolvency), market activities and
developments, or other reasons, whether foreseen or not. A counterparty’s
inability to fulfill its obligation may result in significant financial loss to
the Fund. The Fund may be unable to recover its investment from the counterparty
or may obtain a limited recovery, and/or recovery may be delayed. The OCC acts
as guarantor and central counterparty with respect to FLEX Options. As a result,
the ability of the Fund to meet its objective depends on the OCC being able to
meet its obligations. In the unlikely event that the OCC becomes insolvent or is
otherwise unable to meet its settlement obligations, the Fund could suffer
significant losses.
•ETF
Risks.
The Fund is an ETF and, as a result of an ETF’s structure, is exposed to the
following risks:
◦Authorized
Participants (“APs”), Market Makers, and Liquidity Providers Concentration
Risk.
The Fund has a limited number of financial institutions that may act
as APs. In addition, there may be a limited number of market makers and/or
liquidity providers in the marketplace. To the extent either of the following
events occur, shares of the Fund may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Cash
Redemption Risk. The
Fund’s investment strategy may require it to redeem Shares for cash or to
otherwise include cash as part of its redemption proceeds. The Fund may be
required to sell or unwind portfolio investments to obtain the cash needed to
distribute redemption proceeds. This may cause the Fund to recognize a capital
gain that it might not have recognized if it had made a redemption in-kind. As a
result, the Fund may pay out higher annual capital gain distributions than if
the in-kind redemption process was used. ETF shares can only be redeemed in
creation units by APs. Individual shareholders may only purchase and sell ETF
shares on a secondary market.
◦Costs
of Buying or Selling Shares of the Fund. Due to the costs of buying or selling shares of the Fund, including
brokerage commissions imposed by brokers and bid/ask spreads, frequent trading
of shares of the Fund may significantly reduce investment results and an
investment in shares of the Fund may not be advisable for investors who
anticipate regularly making small investments.
◦Shares
of the Fund May Trade at Prices Other Than NAV.
As with all ETFs, shares of the Fund may be bought and sold in the secondary
market at market prices. The price of shares of the Fund, like the price of all
traded securities, will be subject to factors such as supply and demand, as well
as the current value of the Fund’s portfolio holdings. Although it is expected
that the market price of the shares of the Fund will approximate the Fund’s NAV,
there may be times when the market price of the shares is more than the NAV
intra-day (premium) or less than the NAV intra-day (discount). This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for shares in the secondary
market, in which case such premiums or discounts may be significant. Shares of
the Fund will be bought and sold in the secondary market at market
prices.
◦Trading. Although shares of the Fund are listed
for trading on a national securities exchange, such as Cboe BZX Exchange, Inc.
(the “Exchange”), and may be traded on U.S. exchanges other than the Exchange,
there can be no assurance that shares of the Fund will trade with any volume, or
at all, on any stock exchange. In stressed market conditions, the liquidity of
shares of the Fund may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than shares of the
Fund.
•FLEX
Options Correlation Risk. The
FLEX Options held by the Fund will be exercisable at the strike price only on
their expiration date. Prior to the expiration date, the value of the FLEX
Options will be determined based upon market quotations or using other
recognized pricing methods. The value of the FLEX Options prior to the
expiration date may vary because of related factors other than the value of the
Underlying ETF. Factors that may influence the value of the FLEX Options, other
than changes in the value of the Underlying ETF, may include interest rate
changes, changing supply and demand, decreased liquidity of the FLEX Options,
and changing volatility levels of the Underlying
ETF.
•FLEX
Options Liquidity Risk.
The FLEX Options are listed on an exchange; however, no one can guarantee that a
liquid secondary trading market will exist for the FLEX Options. In the event
that trading in the FLEX Options is limited or absent, the value of the Fund’s
FLEX Options may decrease. In a less liquid market for the FLEX Options,
liquidating the FLEX Options may require the payment of a premium (for written
FLEX Options) or acceptance of a discounted price (for purchased FLEX Options)
and may take longer to complete. A less liquid trading market may adversely
impact the value of the FLEX Options and Fund shares and result in the Fund
being unable to achieve its investment objective. The trading in FLEX Options
may be less deep and liquid than the market for certain other securities. FLEX
Options may be less liquid than certain non-customized options. In a less liquid
market for the FLEX Options, the liquidation of a large number of options may
more significantly impact the price. A less liquid trading market may adversely
impact the value of the FLEX Options and the value of your
investment.
•FLEX
Options Valuation Risk.
The value of the FLEX Options will be determined based upon market quotations or
using other recognized pricing methods. The value of the FLEX Options prior to
the expiration date may vary because of related factors other than the value of
the Underlying ETF. During periods of reduced market liquidity or in the absence
of readily available market quotations for the holdings of the Fund, the ability
of the Fund to value the FLEX Options becomes more difficult and the judgment of
the Fund’s investment adviser or
sub-adviser
(employing the fair value procedures adopted by the Board of Trustees of the
Trust) may play a greater role in the valuation of the Fund’s holdings due to
reduced availability of reliable objective pricing
data.
•Investment
Period Risk.
The Fund’s investment strategy is designed to deliver returns that match the
share price return of the Underlying ETF if Shares are bought on the day on
which the Fund enters into the FLEX Options (i.e., the first day of an Investment Period) and held until those FLEX
Options expire at the end of the Investment Period. In the event an investor
purchases Shares after the first day of an Investment Period or sells Shares
prior to the expiration of the Investment Period, the value of that investor’s
investment in Shares may not be buffered against a decline in the value of the
Underlying ETF and may not participate in a gain in the value of the Underlying
ETF up to the Cap for the investor’s investment period.
•Large-Capitalization
Investing Risk. The Fund may invest in the securities of large-capitalization
companies. As a result, the Fund’s performance may be adversely affected if
securities of large-capitalization companies underperform securities of
smaller-capitalization companies or the market as a whole. The securities of
large-capitalization companies may be relatively mature compared to smaller
companies and therefore subject to slower growth during times of economic
expansion.
•Management
Risk. The Fund is subject to management risk because it is an actively
managed portfolio. In managing the Fund’s investment portfolio, the portfolio
manager will apply investment techniques and risk analyses that may not produce
the desired result. There can be no guarantee that the Fund will meet its
investment objective.
•Market
Risk. Market risk is the risk that a particular security, or Shares in
general, may fall in value. Securities are subject to market fluctuations caused
by such factors as economic, political, regulatory or market developments,
changes in interest rates, and perceived trends in securities prices. Shares
could decline in value or underperform other investments. In addition, local,
regional, or global events such as war, acts of terrorism, spread of infectious
diseases or other public health issues, recessions, or other events could have a
significant negative impact on the Fund and its investments. Such events may
affect certain geographic regions, countries, sectors, and industries more
significantly than others. Such events could adversely affect the prices and
liquidity of the Fund’s portfolio securities or other instruments and could
result in disruptions in the trading markets.
•New
Fund Risk. The Fund is new with no operating history. As a result, there can be
no assurance that the Fund will grow to or maintain an economically viable size,
in which case it could ultimately liquidate. The Fund’s distributor does not
maintain a secondary market in Fund shares.
•Non-Diversification
Risk. The Fund is considered to be non-diversified, which means that it may
invest more of its assets in the securities of a single issuer or a smaller
number of issuers than if it were a diversified fund. As a result, the Fund may
be more exposed to the risks associated with and developments affecting an
individual issuer or a smaller number of issuers than a fund that invests more
widely. This may increase the Fund’s volatility and cause the performance of a
relatively smaller number of issuers to have a greater impact on the Fund’s
performance.
•Special
Tax Risk.
The Fund intends to qualify as a “regulated Investment company” (“RIC”),
however, the federal income tax treatment of certain aspects of the proposed
operations of the Fund are not entirely clear. This includes the tax aspects of
the Fund’s options strategy, its hedging strategy, the possible application of
the “straddle” rules, and various loss limitation provisions of the Internal
Revenue Code of 1986, as amended. If, in any year, the Fund fails to qualify as
a regulated investment company under the applicable tax laws, the Fund would be
taxed as an ordinary corporation. Certain options on an ETF may not qualify as
“Section 1256 contracts” under Section 1256 of the Code, and disposition of such
options will likely result in short-term or long-term capital gains or losses
depending on the holding period.
In the event that a shareholder purchases Shares shortly before a
distribution by the Fund, the entire distribution may be taxable to the
shareholder even though a portion of the distribution effectively represents a
return of the purchase price.
•Suitability
Risk. The Fund’s unique characteristics (i.e., the imperative of holding
Shares for the entire Investment Period, the Cap and Buffer) distinguish it from
other investment products and may make it an unsuitable investment for some
investors.
•Underlying
ETF Risk. The Fund invests in FLEX Options that reference an ETF, which
subjects the Fund to certain of the risks of owning shares of an ETF, as well as
the types of instruments in which the Underlying ETF invests. The value of an
ETF will fluctuate over time based on fluctuations in the values of the
securities held by the ETF, which may be affected by changes in general economic
conditions, expectations for future growth and profits, interest rates and the
supply and demand for those securities. In addition, ETFs are subject to
authorized participant concentration risk, market maker risk, premium/discount
risk, tracking error risk and trading issues risk. Brokerage, tax and other
expenses may negatively impact the performance of the Underlying ETF and, in
turn, the value of the Fund’s shares. An ETF that tracks an index may not
exactly match the performance of the index due to cash drag, differences between
the portfolio of the ETF and the components of the index, expenses, and other
factors.
Fund
Performance
Performance information for the Fund is not
included because the Fund did not commence operations prior to the date of this
Prospectus. In the future, performance for the Fund will be
presented in this section. Updated performance information will be available on
the Fund’s website at www.PacerETFs.com
or by calling the Fund toll-free at 1-877-337-0500.
Management
Investment
Adviser
Pacer
Advisors, Inc. (the “Adviser”) serves as investment adviser to the Fund.
Investment
Sub-Adviser
Swan
Global Management, LLC (“Swan” or the “Sub-Adviser”) serves as investment
sub-adviser to the Fund.
Portfolio
Manager
Chris
Hausman, CMT, CAIA, Senior Portfolio Manager and Managing Director-Risk of the
Sub-Adviser, has served as the Fund’s portfolio manager since its inception. Mr.
Hausman is responsible for the day-to-day management of the Fund.
Buying
and Selling Fund Shares
The
Fund is an ETF. This means that individual Shares of the Fund may only be
purchased and sold in the secondary market through brokers at market prices,
rather than NAV. Because Shares trade at market prices rather than NAV, Shares
may trade at a price greater than NAV (premium) or less than NAV
(discount).
The
Fund generally issues and redeems shares at NAV only in large blocks of shares
known as “Creation Units,” which only institutions or large investors may
purchase or redeem. The Fund generally issues and redeems Creation Units in
exchange for a portfolio of securities (the “Deposit Securities”) and/or a
designated amount of U.S. cash that the Fund specifies each day.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a seller is
willing to accept for Shares (ask) when buying or selling Shares in the
secondary market (the “bid-ask spread”). Recent information about the Fund,
including its net asset value, market price, premiums and discounts, and bid-ask
spreads is available on the Fund’s website at www.PacerETFs.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an
individual retirement account (“IRA”) or other tax-advantaged retirement
account. Distributions may be taxable upon withdrawal from tax-deferred
accounts.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase the Fund through a broker or other financial intermediary (such as
a bank), the Adviser, the Sub-Adviser, and their related companies may pay the
intermediary for activities related to the marketing and promotion of the Fund.
These payments may create a conflict of interest by influencing the
broker-dealer or other intermediary and your sales person to recommend the Fund
over another investment. Ask your salesperson or visit your financial
intermediary’s website for more information.
Investment
Objective
The
Pacer Swan SOS Moderate (November) ETF (the “Fund”) seeks to provide investors
with returns that, before fees and expenses of the Fund, match those of the
SPDR®
S&P 500®
ETF Trust (“the Underlying ETF”) up to a predetermined upside cap of 6.06%
(before fees and expenses of the Fund) and 5.81% (after fees and expenses of the
Fund), while providing a buffer against the first 15% of Underlying ETF losses,
over the period from May 1, 2026 to October 30,
2026.
Fees and Expenses of the
Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
|
|
|
|
| |
|
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
|
| Management
Fees |
0.49% |
| Distribution
and/or Service (12b-1) Fees |
None |
|
Other
Expenses* |
0.00% |
|
Total
Annual Fund Operating Expenses |
0.49% |
*
Estimated for
the current fiscal year.
Example
The following example is intended to help retail investors compare
the cost of investing in the Fund with the cost of investing in other funds. It
illustrates the hypothetical expenses that such investors would incur over
various periods if they were to invest $10,000 in the Fund for the time periods
indicated and then redeem all of the Shares at the end of those periods. This
example assumes that the Fund provides a return of 5% a year and that operating
expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions, your costs would
be:
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund
Shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the Fund’s performance.
Because the Fund is newly organized, portfolio turnover information is not yet
available.
Principal Investment
Strategies of the Fund
The
Fund is an actively managed exchange-traded fund (“ETF”) that, under normal
market conditions, invests substantially all of its assets in FLexible
EXchange®
Options
(“FLEX Options”) that reference the share price return of the SPDR®
S&P 500® ETF Trust (the “Underlying ETF”). Due to the
unique mechanics of the Fund’s strategy, the return an investor can expect to
receive from an investment in the Fund has characteristics that are distinct
from many other investment vehicles.
It is important that an investor understand these characteristics before making
an investment in the Fund.
The
Fund uses FLEX Options to employ a “structured outcome strategy.” Structured
outcome strategies seek to produce pre-determined target investment outcomes
based upon the performance of an underlying security or index. The
pre-determined outcomes sought by the Fund are intended to reflect the
performance of the Underlying ETF over the period (the “Investment Period”),
subject to a buffer (the “Buffer”) against certain Underlying ETF losses and a
cap (the “Cap”) as set forth in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Investment
Period Start |
Investment
Period End |
Buffer
(before Fund fees and expenses) |
Buffer
(after Fund fees and expenses) |
Cap
(before Fund fees and expenses) |
Cap
(after Fund fees and expenses) |
| May
1, 2026 |
October
30, 2026 |
15% |
14.51% |
6.06% |
5.81% |
The
Current Investment Period
The
current and first Investment Period of the Fund’s operation is less than a full
calendar year, beginning on May 1, 2026 and ending on October 30,
2026. For the current Investment Period, the Cap is 6.06% before taking into
account any fees or expenses charged to, or transaction costs incurred by, the
Fund or Underlying ETF. When the Fund’s annualized management fee of 0.49% of
its average daily net assets is taken into account, the Cap for the current
Investment Period is reduced to 5.81%. The returns that the Fund seeks to
provide do not take into account the costs associated with buying shares of the
Underlying Fund and any other expenses incurred by the Fund. The Fund’s website,
www.paceretfs.com/products/structured-outcome-strategie, provides more
information about the potential outcomes of an investment in the Fund during the
current Investment Period, including the remaining Cap.
The
Underlying ETF
In
general, the structured outcomes the Fund seeks for investors that hold Fund
shares for an entire Investment Period are as follows, though there can be no
guarantee these results will be achieved:
•If
the Underlying ETF appreciates over the Investment Period, the strategy is
intended to provide upside participation that matches the returns of the
Underlying ETF, up to the Cap that is determined at the start of the Investment
Period.
•If
the Underlying ETF declines in value over the Investment Period by up to 15%,
the strategy is designed to provide a flat return for the Fund (i.e.,
neither a gain nor a loss), before fees and expenses of the Fund. For example,
if the Underlying ETF loses 10% over the Investment Period, the strategy is
designed for the Fund to have a flat return of 0%, before fees and expenses of
the Fund.
•If
the Underlying ETF declines in value over the Investment Period, the strategy is
designed to protect the Fund from the first 15% of Underlying ETF losses, while
experiencing losses greater than 15% on a one-to-one basis with the Underlying
ETF, before fees and expenses of the Fund. For example, if the Underlying ETF
loses 20% over the Investment Period, the strategy is designed for the Fund to
have losses of 5% (20% less the Buffer of 15%), before Fund fees and
expenses.
The
following charts illustrate the hypothetical returns that the FLEX Options seek
to provide with respect to the performance of the Underlying ETF in certain
illustrative scenarios over the course of the Investment Period. These charts do
not take into account payment by the Fund of fees and expenses. There
is no guarantee that the Fund will be successful in providing these investment
outcomes for any Investment Period.
Investors
purchasing Shares during an Investment Period will experience different results.
The Fund’s website, www.paceretfs.com/products/structured-outcome-strategies,
provides information relating to the possible outcomes for an investor of an
investment in the Fund on a daily basis, including the Fund’s position relative
to the Cap and Buffer. Before purchasing Shares, an investor should visit the
Fund’s website to review this information and understand the possible outcomes
of an investment in Shares on a particular day.
Subsequent
Investment Periods will begin on the day the prior Investment Period ends and
will end on the approximate one-year anniversary of that new Investment Period.
On the first day of each new Investment Period, the Fund resets by investing in
a new set of FLEX Options that will provide a new Cap for the new Investment
Period. This means that the Cap will change for each Investment Period based
upon prevailing market conditions at the beginning of each Investment
Period.
The
Cap and Buffer, and the Fund’s position relative to each, should be considered
before investing in the Fund. The
Fund will be perpetually offered and not terminate after the current or any
subsequent Investment Period.
Purchases
During an Investment Period
An
investor that purchases Shares other than on the first day of an Investment
Period and/or sells Shares prior to the end of an Investment Period may
experience results that are very different from the outcomes sought by the Fund
for that Investment Period.
Both
the Cap and Buffer are fixed levels that are calculated in relation to the
Underlying ETF’s share price return and the Fund’s net asset value (“NAV”) at
the start of an Investment Period. While the Cap and Buffer reference the
performance of the Underlying ETF over the Investment Period, the Fund expects
its NAV to experience the same general price movement, Cap, and Buffer as a
percentage gain or loss by the Underlying ETF over the Investment Period, before
fees and expenses of the Fund.
Because
the Underlying ETF’s share price return and the Fund’s NAV change over the
Investment Period, an investor acquiring Shares after the start of the
Investment Period will likely have a different return potential than an investor
who purchased Shares at the start of the Investment Period. This
is because, while the Cap and Buffer for the Investment Period are fixed levels
that remain constant throughout the Investment Period, an investor purchasing
Shares at market value during the Investment Period likely purchased Shares at a
price that is different from the Fund’s NAV at the start of the Investment
Period (i.e.,
the NAV that the Cap and Buffer reference). In addition, the price of the
Underlying ETF during the Investment Period is likely to be different from the
price of the Underlying ETF at the start of the Investment Period. To
achieve the structured outcomes sought by the Fund for an Investment Period, an
investor must hold Shares for the entire Investment Period. An investment in the
Fund may not be appropriate for investors who do not intend to hold the Fund for
the entire Investment Period.
Buffer
The
Fund seeks to provide a Buffer on the first 15% loss of the Underlying ETF over
each Investment Period. After the Underlying ETF has decreased in price by more
than 15%, the Fund is expected to experience subsequent losses on a one-to-one
basis (e.g.,
if the Underlying ETF loses 20%, the Fund loses 5%). The Buffer is before taking
into account the fees and expenses of the Fund charged to
shareholders.
If
an investor is considering purchasing Shares during the Investment Period and
the Fund has already decreased in value by at least 15% since the first day of
the Investment Period (the “Initial Fund Value”), an investor purchasing Shares
at that price will have increased gains available prior to reaching the
Cap
but
may
not benefit from the Buffer
that the Fund seeks to offer for the remainder of the Investment Period. The Cap
and Buffer relative to the Initial Fund Value will not change over the
Investment Period.
Conversely,
if an investor is considering purchasing Shares during the Investment Period and
the Fund has already increased in value, then a shareholder may experience
losses prior to gaining the protection offered by the Buffer, which is not
guaranteed.
The
Buffer only provides limited downside protection. Once losses on the Underlying
ETF exceed the Buffer, investors will bear the risk of any further
losses.
Cap
The
returns of the Fund are subject to the Cap set forth in the above table for the
Investment Period. Unlike other investment products, the potential returns an
investor can receive from the Fund are subject to a pre-determined upside return
Cap that represents the maximum percentage return an investor can achieve from
an investment in the Fund for an entire Investment Period. In the event the
Underlying ETF experiences gains over an Investment Period, the Fund seeks to
provide investment returns that match the percentage increase of the Underlying
ETF, but any percentage gains over the amount of the Cap will not be experienced
by the Fund. This
means that, if the Underlying ETF experiences gains for an Investment Period in
excess of the Cap for that Investment Period, the Fund will not benefit from
those excess gains.
Therefore,
regardless of the performance of the Underlying ETF, the Cap is the maximum
return an investor can achieve from an investment in the Fund for that
Investment Period.
An
investor who sells Shares before the end of an Investment Period may not fully
realize the maximum return during the Investment Period and may be exposed to
greater risk of loss and less potential gain.
The
Cap is set on the first day of each Investment Period. Following the close of
business on the last day of the Investment Period, the Fund will supplement its
prospectus by filing and mailing to shareholders a notice disclosing the Fund’s
Cap for the next Investment Period if such Cap is lower than the Cap for the
prior Investment Period. The information will also be available on the Fund’s
website at
www.paceretfs.com/products/structured-outcome-strategies.
The
Cap is determined prior to taking into account annual operating expenses of the
Fund, which are disclosed above under “Fees and Expenses of the Fund,” as well
as brokerage commissions, trading fees, taxes, and any extraordinary expenses
incurred by the Fund. Such extraordinary expenses (incurred outside of the
ordinary operation of the Fund) may include, for example, unexpected litigation,
regulatory, or tax expenses.
The
Cap level is a result of the design of the Fund’s principal investment strategy.
To provide the Buffer, the Fund purchases a series of put and call FLEX Options
on the first day of an Investment Period. As the purchaser of these FLEX
Options, the Fund is obligated to pay a premium to the seller of those FLEX
Options. The portfolio manager will calculate the amount of premiums that the
Fund will owe on the put options acquired and sold to provide the Buffer and
will then go into the market and sell call options with terms that entitle the
Fund to receive premiums such that the net amount of premiums paid per unit of
the Underlying ETF is approximately equal to the price per unit of shares of the
Underlying ETF. The Cap is the strike price of those sold FLEX Options. The
defined Cap applicable to an Investment Period will vary based on prevailing
market conditions at the time, including then-current interest rate levels,
Underlying ETF volatility, and the relationship of puts and calls on the
underlying FLEX Options.
The
Cap, and the Fund’s position relative to it on any given day, should be
considered before investing in the Fund. If
an investor purchases Shares during an Investment Period, and the Fund has
already increased in value above its Initial Fund Value for that Investment
Period to a level near to the Cap, an investor purchasing Shares will have
limited to no gain potential for the remainder of the Investment Period.
However, the investor will remain vulnerable to significant downside risk
because the investor will bear the losses between the price at which it
purchased its Shares and the Initial Fund Value for the Investment Period before
subsequent losses will be protected by the Buffer.
General
Information about FLEX Options
FLEX
Options are exchange-traded options contracts with uniquely customizable terms
like exercise price, style, and expiration date. The Underlying ETF is an
exchange-traded unit investment trust that seeks to provide investment results
that, before expenses, correspond generally to the performance of the S&P
500®
Index. The Underlying ETF uses a full replication strategy, meaning it invests
in all of the component securities of the S&P 500®
Index in the same approximate proportions as in the S&P 500®
Index. See
“Additional Information About the Funds—The Underlying ETF” below for more
information.
The
FLEX Options that the Fund will hold that reference the Underlying ETF will give
the Fund the right to receive or deliver shares of the Underlying ETF on the
option expiration date at a strike price, depending on whether the option is a
put or call option and whether the Fund purchases or sells the option. The FLEX
Options held by the Fund are European-style options, which are exercisable at
the strike price only on the FLEX Option expiration date.
The
Fund will generally, under normal conditions, hold four kinds of FLEX Options
for each Investment Period. The Fund will purchase a call option (giving the
Fund the right to receive shares of the Underlying ETF) and a put option (giving
the Fund the right to deliver shares of the Underlying ETF), while
simultaneously selling (i.e.,
writing) a call option (giving the Fund the obligation to deliver shares of the
Underlying ETF) and a put option (giving the Fund the obligation to receive
shares of the Underlying ETF). The Fund intends to structure the FLEX Options so
that any amount owed by the Fund on the written FLEX Options will be covered by
payouts at expiration from the purchased FLEX Options. As a result, the FLEX
Options will be fully covered and no additional collateral will be necessary
during the life of the Fund. The Fund receives premiums in exchange for the
written FLEX Options and pays premiums in exchange for the purchased FLEX
Options. Each of the FLEX Options purchased and sold throughout the Investment
Period will have the same terms, such as strike price and expiration date, as
the FLEX Options purchased and sold on the first day of the Investment
Period.
On
the FLEX Options’ expiration date, the Fund intends to sell the FLEX Options
prior to their expiration and use the resulting proceeds to purchase new FLEX
Options for the next Investment Period.
The
Fund is classified as “non-diversified” under the Investment Company Act of
1940, as amended (the “1940 Act”).
Principal
Risks of Investing in the Fund
You can lose
money on your investment in the Fund. The Fund is subject to the
risks summarized below. Some or all of these risks may adversely affect the
Fund’s net asset value per share (“NAV”), trading price, yield, total return
and/or ability to meet its objectives. The Fund has characteristics unlike many
other traditional investment products and may not be suitable for all investors.
For more information about the risks of investing in the Fund, see the section
in the Fund’s prospectus entitled “Additional Information about the Principal
Risks of Investing in the Funds.” The principal risks are presented in
alphabetical order to facilitate finding particular risks and comparing them
with other funds. Each risk summarized below is considered a “principal risk” of
investing in the Fund, regardless of the order in which it appears.
•Buffered
Loss Risk.
There can be no guarantee that the Fund will be successful in its strategy to
buffer against Underlying ETF losses. Despite
the intended Buffer, a shareholder could lose their entire
investment. The Fund’s strategy seeks to deliver returns that match the share
price return of the Underlying ETF (up to the Cap), while limiting downside
losses, if Shares are bought on the day on which the Fund enters into the FLEX
Options and held until those FLEX Options expire at the end of each Investment
Period. In the event an investor purchases Shares after the date on which the
FLEX Options were entered into or sells Shares prior to the expiration of the
FLEX Options, the Buffer that the Fund seeks to provide may not be available and
the investor may not get the full benefit of the Buffer. The Fund might not
achieve its objective in certain circumstances. The Fund does not provide
principal protection and an investor may experience significant losses on its
investment, including loss of its entire investment.
•Cap
Change Risk.
A new Cap is established at the beginning of each Investment Period and is
dependent on prevailing market conditions. As a result, the Cap may rise or fall
from one Investment Period to the next and is unlikely to remain the same for
consecutive Investment Periods.
•Capped
Upside Risk.
The Fund’s strategy seeks to provide returns that match those of the Underlying
ETF for Shares purchased on the first day of an Investment Period and held for
the entire Investment Period, subject to a pre-determined upside Cap. If an
investor does not hold its Shares for an entire Investment Period, the returns
realized by that investor may not match those the Fund seeks to achieve. If the
Underlying ETF experiences gains during an Investment Period, the Fund will not
participate in those gains beyond the Cap. In the event an investor purchases
Shares after the first day of an Investment Period and the Fund has risen in
value to a level near to the Cap, there may be little or no ability for that
investor to experience an investment gain on their
Shares.
•Counterparty
Risk.
Fund transactions involving a counterparty are subject to the risk that the
counterparty will not fulfill its obligation to the Fund. Counterparty risk may
arise because of the counterparty’s financial condition (i.e.,
financial difficulties, bankruptcy, or insolvency), market activities and
developments, or other reasons, whether foreseen or not. A counterparty’s
inability to fulfill its obligation may result in significant financial loss to
the Fund. The Fund may be unable to recover its investment from the counterparty
or may obtain a limited recovery, and/or recovery may be delayed. The OCC acts
as guarantor and central counterparty with respect to FLEX Options. As a result,
the ability of the Fund to meet its objective depends on the OCC being able to
meet its obligations. In the unlikely event that the OCC becomes insolvent or is
otherwise unable to meet its settlement obligations, the Fund could suffer
significant losses.
•ETF
Risks.
The Fund is an ETF and, as a result of an ETF’s structure, is exposed to the
following risks:
◦Authorized
Participants (“APs”), Market Makers, and Liquidity Providers Concentration
Risk.
The Fund has a limited number of financial institutions that may act
as APs. In addition, there may be a limited number of market makers and/or
liquidity providers in the marketplace. To the extent either of the following
events occur, shares of the Fund may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Cash
Redemption Risk. The
Fund’s investment strategy may require it to redeem Shares for cash or to
otherwise include cash as part of its redemption proceeds. The Fund may be
required to sell or unwind portfolio investments to obtain the cash needed to
distribute redemption proceeds. This may cause the Fund to recognize a capital
gain that it might not have recognized if it had made a redemption in-kind. As a
result, the Fund may pay out higher annual capital gain distributions than if
the in-kind redemption process was used. ETF shares can only be redeemed in
creation units by APs. Individual shareholders may only purchase and sell ETF
shares on a secondary market.
◦Costs
of Buying or Selling Shares of the Fund. Due to the costs of buying or selling shares of the Fund, including
brokerage commissions imposed by brokers and bid/ask spreads, frequent trading
of shares of the Fund may significantly reduce investment results and an
investment in shares of the Fund may not be advisable for investors who
anticipate regularly making small investments.
◦Shares
of the Fund May Trade at Prices Other Than NAV. As with all ETFs, shares of the Fund may be bought and sold in the
secondary market at market prices. The price of shares of the Fund, like the
price of all traded securities, will be subject to factors such as supply and
demand, as well as the current value of the Fund’s portfolio holdings. Although
it is expected that the market price of the shares of the Fund will approximate
the Fund’s NAV, there may be times when the market price of the shares is more
than the NAV intra-day (premium) or less than the NAV intra-day (discount). This
risk is heightened in times of market volatility, periods of steep market
declines, and periods when there is limited trading activity for shares in the
secondary market, in which case such premiums or discounts may be significant.
Shares of the Fund will be bought and sold in the secondary market at market
prices.
◦Trading. Although shares of the Fund are listed
for trading on a national securities exchange, such as Cboe BZX Exchange, Inc.
(the “Exchange”), and may be traded on U.S. exchanges other than the Exchange,
there can be no assurance that shares of the Fund will trade with any volume, or
at all, on any stock exchange. In stressed market conditions, the liquidity of
shares of the Fund may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than shares of the
Fund.
•FLEX
Options Correlation Risk. The
FLEX Options held by the Fund will be exercisable at the strike price only on
their expiration date. Prior to the expiration date, the value of the FLEX
Options will be determined based upon market quotations or using other
recognized pricing methods. The value of the FLEX Options prior to the
expiration date may vary because of related factors other than the value of the
Underlying ETF. Factors that may influence the value of the FLEX Options, other
than changes in the value of the Underlying ETF, may include interest rate
changes, changing supply and demand, decreased liquidity of the FLEX Options,
and changing volatility levels of the Underlying
ETF.
•FLEX
Options Liquidity Risk.
The FLEX Options are listed on an exchange; however, no one can guarantee that a
liquid secondary trading market will exist for the FLEX Options. In the event
that trading in the FLEX Options is limited or absent, the value of the Fund’s
FLEX Options may decrease. In a less liquid market for the FLEX Options,
liquidating the FLEX Options may require the payment of a premium (for written
FLEX Options) or acceptance of a discounted price (for purchased FLEX Options)
and may take longer to complete. A less liquid trading market may adversely
impact the value of the FLEX Options and Fund shares and result in the Fund
being unable to achieve its investment objective. The trading in FLEX Options
may be less deep and liquid than the market for certain other securities. FLEX
Options may be less liquid than certain non-customized options. In a less liquid
market for the FLEX Options, the liquidation of a large number of options may
more significantly impact the price. A less liquid trading market may adversely
impact the value of the FLEX Options and the value of your
investment.
•FLEX
Options Valuation Risk.
The value of the FLEX Options will be determined based upon market quotations or
using other recognized pricing methods. The value of the FLEX Options prior to
the expiration date may vary because of related factors other than the value of
the Underlying ETF. During periods of reduced market liquidity or in the absence
of readily available market quotations for the holdings of the Fund, the ability
of the Fund to value the FLEX Options becomes more difficult and the judgment of
the Fund’s investment adviser or
sub-adviser
(employing the fair value procedures adopted by the Board of Trustees of the
Trust) may play a greater role in the valuation of the Fund’s holdings due to
reduced availability of reliable objective pricing
data.
•Investment
Period Risk.
The Fund’s investment strategy is designed to deliver returns that match the
share price return of the Underlying ETF if Shares are bought on the day on
which the Fund enters into the FLEX Options (i.e., the first day of an Investment Period) and held until those FLEX
Options expire at the end of the Investment Period. In the event an investor
purchases Shares after the first day of an Investment Period or sells Shares
prior to the expiration of the Investment Period, the value of that investor’s
investment in Shares may not be buffered against a decline in the value of the
Underlying ETF and may not participate in a gain in the value of the Underlying
ETF up to the Cap for the investor’s investment period.
•Large-Capitalization
Investing Risk. The Fund may invest in the securities of large-capitalization
companies. As a result, the Fund’s performance may be adversely affected if
securities of large-capitalization companies underperform securities of
smaller-capitalization companies or the market as a whole. The securities of
large-capitalization companies may be relatively mature compared to smaller
companies and therefore subject to slower growth during times of economic
expansion.
•Management
Risk. The
Fund is subject to management risk because it is an actively managed portfolio.
In managing the Fund’s investment portfolio, the portfolio manager will apply
investment techniques and risk analyses that may not produce the desired result.
There can be no guarantee that the Fund will meet its investment
objective.
•Market
Risk. Market risk is the risk that a particular security, or Shares in
general, may fall in value. Securities are subject to market fluctuations caused
by such factors as economic, political, regulatory or market developments,
changes in interest rates, and perceived trends in securities prices. Shares
could decline in value or underperform other investments. In addition, local,
regional, or global events such as war, acts of terrorism, spread of infectious
diseases or other public health issues, recessions, or other events could have a
significant negative impact on the Fund and its investments. Such events may
affect certain geographic regions, countries, sectors, and industries more
significantly than others. Such events could adversely affect the prices and
liquidity of the Fund’s portfolio securities or other instruments and could
result in disruptions in the trading markets.
•New
Fund Risk. The Fund is new with no operating history. As a result, there can be
no assurance that the Fund will grow to or maintain an economically viable size,
in which case it could ultimately liquidate. The Fund’s distributor does not
maintain a secondary market in Fund shares.
•Non-Diversification
Risk. The Fund is considered to be non-diversified, which means that it may
invest more of its assets in the securities of a single issuer or a smaller
number of issuers than if it were a diversified fund. As a result, the Fund may
be more exposed to the risks associated with and developments affecting an
individual issuer or a smaller number of issuers than a fund that invests more
widely. This may increase the Fund’s volatility and cause the performance of a
relatively smaller number of issuers to have a greater impact on the Fund’s
performance.
•Special
Tax Risk.
The Fund intends to qualify as a “regulated Investment company” (“RIC”),
however, the federal income tax treatment of certain aspects of the proposed
operations of the Fund are not entirely clear. This includes the tax aspects of
the Fund’s options strategy, its hedging strategy, the possible application of
the “straddle” rules, and various loss limitation provisions of the Internal
Revenue Code of 1986, as amended. If, in any year, the Fund fails to qualify as
a regulated investment company under the applicable tax laws, the Fund would be
taxed as an ordinary corporation. Certain options on an ETF may not qualify as
“Section 1256 contracts” under Section 1256 of the Code, and disposition of such
options will likely result in short-term or long-term capital gains or losses
depending on the holding period.
In the event that a shareholder purchases Shares shortly before a
distribution by the Fund, the entire distribution may be taxable to the
shareholder even though a portion of the distribution effectively represents a
return of the purchase price.
•Suitability
Risk. The Fund’s unique characteristics (i.e., the imperative of holding
Shares for the entire Investment Period, the Cap and Buffer) distinguish it from
other investment products and may make it an unsuitable investment for some
investors.
•Underlying
ETF Risk. The Fund invests in FLEX Options that reference an ETF, which
subjects the Fund to certain of the risks of owning shares of an ETF, as well as
the types of instruments in which the Underlying ETF invests. The value of an
ETF will fluctuate over time based on fluctuations in the values of the
securities held by the ETF, which may be affected by changes in general economic
conditions, expectations for future growth and profits, interest rates and the
supply and demand for those securities. In addition, ETFs are subject to
authorized participant concentration risk, market maker risk, premium/discount
risk, tracking error risk and trading issues risk. Brokerage, tax and other
expenses may negatively impact the performance of the Underlying ETF and, in
turn, the value of the Fund’s shares. An ETF that tracks an index may not
exactly match the performance of the index due to cash drag, differences between
the portfolio of the ETF and the components of the index, expenses, and other
factors.
Fund
Performance
Performance information for the Fund is not
included because the Fund did not commence operations prior to the date of this
Prospectus. In the future, performance for the Fund will be
presented in this section. Updated performance information will be available on
the Fund’s website at www.PacerETFs.com
or by calling the Fund toll-free at 1-877-337-0500.
Management
Investment
Adviser
Pacer
Advisors, Inc. (the “Adviser”) serves as investment adviser to the Fund.
Investment
Sub-Adviser
Swan
Global Management, LLC (“Swan” or the “Sub-Adviser”) serves as investment
sub-adviser to the Fund.
Portfolio
Manager
Chris
Hausman, CMT, CAIA, Senior Portfolio Manager and Managing Director-Risk of the
Sub-Adviser, has served as the Fund’s portfolio manager since its inception. Mr.
Hausman is responsible for the day-to-day management of the Fund.
Buying
and Selling Fund Shares
The
Fund is an ETF. This means that individual Shares of the Fund may only be
purchased and sold in the secondary market through brokers at market prices,
rather than NAV. Because Shares trade at market prices rather than NAV, Shares
may trade at a price greater than NAV (premium) or less than NAV
(discount).
The
Fund generally issues and redeems shares at NAV only in large blocks of shares
known as “Creation Units,” which only institutions or large investors may
purchase or redeem. The Fund generally issues and redeems Creation Units in
exchange for a portfolio of securities (the “Deposit Securities”) and/or a
designated amount of U.S. cash that the Fund specifies each day.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a seller is
willing to accept for Shares (ask) when buying or selling Shares in the
secondary market (the “bid-ask spread”). Recent information about the Fund,
including its net asset value, market price, premiums and discounts, and bid-ask
spreads is available on the Fund’s website at www.PacerETFs.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an
individual retirement account (“IRA”) or other tax-advantaged retirement
account. Distributions may be taxable upon withdrawal from tax-deferred
accounts.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase the Fund through a broker or other financial intermediary (such as
a bank), the Adviser, the Sub-Adviser, and their related companies may pay the
intermediary for activities related to the marketing and promotion of the Fund.
These payments may create a conflict of interest by influencing the
broker-dealer or other intermediary and your sales person to recommend the Fund
over another investment. Ask your salesperson or visit your financial
intermediary’s website for more information.
Investment
Objective
The
Pacer Swan SOS Moderate (December) ETF (the “Fund”) seeks to provide investors
with returns that, before fees and expenses of the Fund, match those of the
SPDR®
S&P 500®
ETF Trust (“the Underlying ETF”) up to a predetermined upside cap of 6.33%
(before fees and expenses of the Fund) and 6.10% (after fees and expenses of the
Fund), while providing a buffer against the first 15% of Underlying ETF losses,
over the period from June 12, 2026 to November 30,
2026.
Fees and Expenses of the
Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
|
|
|
|
| |
|
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
|
| Management
Fees |
0.49% |
| Distribution
and/or Service (12b-1) Fees |
None |
|
Other
Expenses* |
0.00% |
| Total
Annual Fund Operating Expenses |
0.49% |
*
Estimated for the current fiscal
year.
Example
The following example is intended to help retail investors compare
the cost of investing in the Fund with the cost of investing in other funds. It
illustrates the hypothetical expenses that such investors would incur over
various periods if they were to invest $10,000 in the Fund for the time periods
indicated and then redeem all of the Shares at the end of those periods. This
example assumes that the Fund provides a return of 5% a year and that operating
expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions, your costs would
be:
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund
Shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the Fund’s performance.
Because the Fund is newly organized, portfolio turnover information is not yet
available.
Principal Investment
Strategies of the Fund
The
Fund is an actively managed exchange-traded fund (“ETF”) that, under normal
market conditions, invests substantially all of its assets in FLexible
EXchange®
Options
(“FLEX Options”) that reference the share price return of the SPDR®
S&P 500® ETF Trust (the “Underlying ETF”). Due to the
unique mechanics of the Fund’s strategy, the return an investor can expect to
receive from an investment in the Fund has characteristics that are distinct
from many other investment vehicles.
It is important that an investor understand these characteristics before making
an investment in the Fund.
The
Fund uses FLEX Options to employ a “structured outcome strategy.” Structured
outcome strategies seek to produce pre-determined target investment outcomes
based upon the performance of an underlying security or index. The
pre-determined outcomes sought by the Fund are intended to reflect the
performance of the Underlying ETF over the period (the “Investment Period”),
subject to a buffer (the “Buffer”) against certain Underlying ETF losses and a
cap (the “Cap”) as set forth in the following table:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Investment
Period Start |
Investment
Period End |
Buffer
(before Fund fees and expenses) |
Buffer
(after Fund fees and expenses) |
Cap
(before Fund fees and expenses) |
Cap
(after Fund fees and expenses) |
| June
12, 2026 |
November
30, 2026 |
15% |
14.51% |
6.33% |
6.10% |
The
Current Investment Period
The
current and first Investment Period of the Fund’s operation is less than a full
calendar year, beginning on June 12, 2026 and ending on November 30,
2026. For the current Investment Period, the Cap is 6.33% before taking into
account any fees or expenses charged to, or transaction costs incurred by, the
Fund or Underlying ETF. When the Fund’s annualized management fee of 0.49% of
its average daily net assets is taken into account, the Cap for the current
Investment Period is reduced to 6.10%. The returns that the Fund seeks to
provide do not take into account the costs associated with buying shares of the
Underlying Fund and any other expenses incurred by the Fund. The Fund’s website,
www.paceretfs.com/products/structured-outcome-strategie, provides more
information about the potential outcomes of an investment in the Fund during the
current Investment Period, including the remaining Cap.
The
Underlying ETF
In
general, the structured outcomes the Fund seeks for investors that hold Fund
shares for an entire Investment Period are as follows, though there can be no
guarantee these results will be achieved:
•If
the Underlying ETF appreciates over the Investment Period, the strategy is
intended to provide upside participation that matches the returns of the
Underlying ETF, up to the Cap that is determined at the start of the Investment
Period.
•If
the Underlying ETF declines in value over the Investment Period by up to 15%,
the strategy is designed to provide a flat return for the Fund (i.e.,
neither a gain nor a loss), before fees and expenses of the Fund. For example,
if the Underlying ETF loses 10% over the Investment Period, the strategy is
designed for the Fund to have a flat return of 0%, before fees and expenses of
the Fund.
•If
the Underlying ETF declines in value over the Investment Period, the strategy is
designed to protect the Fund from the first 15% of Underlying ETF losses, while
experiencing losses greater than 15% on a one-to-one basis with the Underlying
ETF, before fees and expenses of the Fund. For example, if the Underlying ETF
loses 20% over the Investment Period, the strategy is designed for the Fund to
have losses of 5% (20% less the Buffer of 15%), before Fund fees and
expenses.
The
following charts illustrate the hypothetical returns that the FLEX Options seek
to provide with respect to the performance of the Underlying ETF in certain
illustrative scenarios over the course of the Investment Period. These charts do
not take into account payment by the Fund of fees and expenses. There
is no guarantee that the Fund will be successful in providing these investment
outcomes for any Investment Period.
Investors
purchasing Shares during an Investment Period will experience different results.
The Fund’s website, www.paceretfs.com/products/structured-outcome-strategies,
provides information relating to the possible outcomes for an investor of an
investment in the Fund on a daily basis, including the Fund’s position relative
to the Cap and Buffer. Before purchasing Shares, an investor should visit the
Fund’s website to review this information and understand the possible outcomes
of an investment in Shares on a particular day.
Subsequent
Investment Periods will begin on the day the prior Investment Period ends and
will end on the approximate one-year anniversary of that new Investment Period.
On the first day of each new Investment Period, the Fund resets by investing in
a new set of FLEX Options that will provide a new Cap for the new Investment
Period. This means that the Cap will change for each Investment Period based
upon prevailing market conditions at the beginning of each Investment
Period.
The
Cap and Buffer, and the Fund’s position relative to each, should be considered
before investing in the Fund. The
Fund will be perpetually offered and not terminate after the current or any
subsequent Investment Period.
Purchases
During an Investment Period
An
investor that purchases Shares other than on the first day of an Investment
Period and/or sells Shares prior to the end of an Investment Period may
experience results that are very different from the outcomes sought by the Fund
for that Investment Period.
Both
the Cap and Buffer are fixed levels that are calculated in relation to the
Underlying ETF’s share price return and the Fund’s net asset value (“NAV”) at
the start of an Investment Period. While the Cap and Buffer reference the
performance of the Underlying ETF over the Investment Period, the Fund expects
its NAV to experience the same general price movement, Cap, and Buffer as a
percentage gain or loss by the Underlying ETF over the Investment Period, before
fees and expenses of the Fund.
Because
the Underlying ETF’s share price return and the Fund’s NAV change over the
Investment Period, an investor acquiring Shares after the start of the
Investment Period will likely have a different return potential than an investor
who purchased Shares at the start of the Investment Period. This
is because, while the Cap and Buffer for the Investment Period are fixed levels
that remain constant throughout the Investment Period, an investor purchasing
Shares at market value during the Investment Period likely purchased Shares at a
price that is different from the Fund’s NAV at the start of the Investment
Period (i.e.,
the NAV that the Cap and Buffer reference). In addition, the price of the
Underlying ETF during the Investment Period is likely to be different from the
price of the Underlying ETF at the start of the Investment Period. To
achieve the structured outcomes sought by the Fund for an Investment Period, an
investor must hold Shares for the entire Investment Period. An investment in the
Fund may not be appropriate for investors who do not intend to hold the Fund for
the entire Investment Period.
Buffer
The
Fund seeks to provide a Buffer on the first 15% loss of the Underlying ETF over
each Investment Period. After the Underlying ETF has decreased in price by more
than 15%, the Fund is expected to experience subsequent losses on a one-to-one
basis (e.g.,
if the Underlying ETF loses 20%, the Fund loses 5%). The Buffer is before taking
into account the fees and expenses of the Fund charged to
shareholders.
If
an investor is considering purchasing Shares during the Investment Period and
the Fund has already decreased in value by at least 15% since the first day of
the Investment Period (the “Initial Fund Value”), an investor purchasing Shares
at that price will have increased gains available prior to reaching the
Cap
but
may
not benefit from the Buffer
that the Fund seeks to offer for the remainder of the Investment Period. The Cap
and Buffer relative to the Initial Fund Value will not change over the
Investment Period.
Conversely,
if an investor is considering purchasing Shares during the Investment Period and
the Fund has already increased in value, then a shareholder may experience
losses prior to gaining the protection offered by the Buffer, which is not
guaranteed.
The
Buffer only provides limited downside protection. Once losses on the Underlying
ETF exceed the Buffer, investors will bear the risk of any further
losses.
Cap
The
returns of the Fund are subject to the Cap set forth in the above table for the
Investment Period. Unlike other investment products, the potential returns an
investor can receive from the Fund are subject to a pre-determined upside return
Cap that represents the maximum percentage return an investor can achieve from
an investment in the Fund for an entire Investment Period. In the event the
Underlying ETF experiences gains over an Investment Period, the Fund seeks to
provide investment returns that match the percentage increase of the Underlying
ETF, but any percentage gains over the amount of the Cap will not be experienced
by the Fund. This
means that, if the Underlying ETF experiences gains for an Investment Period in
excess of the Cap for that Investment Period, the Fund will not benefit from
those excess gains.
Therefore,
regardless of the performance of the Underlying ETF, the Cap is the maximum
return an investor can achieve from an investment in the Fund for that
Investment Period.
An
investor who sells Shares before the end of an Investment Period may not fully
realize the maximum return during the Investment Period and may be exposed to
greater risk of loss and less potential gain.
The
Cap is set on the first day of each Investment Period. Following the close of
business on the last day of the Investment Period, the Fund will supplement its
prospectus by filing and mailing to shareholders a notice disclosing the Fund’s
Cap for the next Investment Period if such Cap is lower than the Cap for the
prior Investment Period. The information will also be available on the Fund’s
website at
www.paceretfs.com/products/structured-outcome-strategies.
The
Cap is determined prior to taking into account annual operating expenses of the
Fund, which are disclosed above under “Fees and Expenses of the Fund,” as well
as brokerage commissions, trading fees, taxes, and any extraordinary expenses
incurred by the Fund. Such extraordinary expenses (incurred outside of the
ordinary operation of the Fund) may include, for example, unexpected litigation,
regulatory, or tax expenses.
The
Cap level is a result of the design of the Fund’s principal investment strategy.
To provide the Buffer, the Fund purchases a series of put and call FLEX Options
on the first day of an Investment Period. As the purchaser of these FLEX
Options, the Fund is obligated to pay a premium to the seller of those FLEX
Options. The portfolio manager will calculate the amount of premiums that the
Fund will owe on the put options acquired and sold to provide the Buffer and
will then go into the market and sell call options with terms that entitle the
Fund to receive premiums such that the net amount of premiums paid per unit of
the Underlying ETF is approximately equal to the price per unit of shares of the
Underlying ETF. The Cap is the strike price of those sold FLEX Options. The
defined Cap applicable to an Investment Period will vary based on prevailing
market conditions at the time, including then-current interest rate levels,
Underlying ETF volatility, and the relationship of puts and calls on the
underlying FLEX Options.
The
Cap, and the Fund’s position relative to it on any given day, should be
considered before investing in the Fund. If
an investor purchases Shares during an Investment Period, and the Fund has
already increased in value above its Initial Fund Value for that Investment
Period to a level near to the Cap, an investor purchasing Shares will have
limited to no gain potential for the remainder of the Investment Period.
However, the investor will remain vulnerable to significant downside risk
because the investor will bear the losses between the price at which it
purchased its Shares and the Initial Fund Value for the Investment Period before
subsequent losses will be protected by the Buffer.
General
Information about FLEX Options
FLEX
Options are exchange-traded options contracts with uniquely customizable terms
like exercise price, style, and expiration date. The Underlying ETF is an
exchange-traded unit investment trust that seeks to provide investment results
that, before expenses, correspond generally to the performance of the S&P
500®
Index. The Underlying ETF uses a full replication strategy, meaning it invests
in all of the component securities of the S&P 500®
Index in the same approximate proportions as in the S&P 500®
Index. See
“Additional Information About the Funds—The Underlying ETF” below for more
information.
The
FLEX Options that the Fund will hold that reference the Underlying ETF will give
the Fund the right to receive or deliver shares of the Underlying ETF on the
option expiration date at a strike price, depending on whether the option is a
put or call option and whether the Fund purchases or sells the option. The FLEX
Options held by the Fund are European-style options, which are exercisable at
the strike price only on the FLEX Option expiration date.
The
Fund will generally, under normal conditions, hold four kinds of FLEX Options
for each Investment Period. The Fund will purchase a call option (giving the
Fund the right to receive shares of the Underlying ETF) and a put option (giving
the Fund the right to deliver shares of the Underlying ETF), while
simultaneously selling (i.e.,
writing) a call option (giving the Fund the obligation to deliver shares of the
Underlying ETF) and a put option (giving the Fund the obligation to receive
shares of the Underlying ETF). The Fund intends to structure the FLEX Options so
that any amount owed by the Fund on the written FLEX Options will be covered by
payouts at expiration from the purchased FLEX Options. As a result, the FLEX
Options will be fully covered and no additional collateral will be necessary
during the life of the Fund. The Fund receives premiums in exchange for the
written FLEX Options and pays premiums in exchange for the purchased FLEX
Options. Each of the FLEX Options purchased and sold throughout the Investment
Period will have the same terms, such as strike price and expiration date, as
the FLEX Options purchased and sold on the first day of the Investment
Period.
On
the FLEX Options’ expiration date, the Fund intends to sell the FLEX Options
prior to their expiration and use the resulting proceeds to purchase new FLEX
Options for the next Investment Period.
The
Fund is classified as “non-diversified” under the Investment Company Act of
1940, as amended (the “1940 Act”).
Principal
Risks of Investing in the Fund
You can lose
money on your investment in the Fund. The Fund is subject to the
risks summarized below. Some or all of these risks may adversely affect the
Fund’s net asset value per share (“NAV”), trading price, yield, total return
and/or ability to meet its objectives. The Fund has characteristics unlike many
other traditional investment products and may not be suitable for all investors.
For more information about the risks of investing in the Fund, see the section
in the Fund’s prospectus entitled “Additional Information about the Principal
Risks of Investing in the Funds.” The principal risks are presented in
alphabetical order to facilitate finding particular risks and comparing them
with other funds. Each risk summarized below is considered a “principal risk” of
investing in the Fund, regardless of the order in which it appears.
•Buffered
Loss Risk.
There can be no guarantee that the Fund will be successful in its strategy to
buffer against Underlying ETF losses. Despite
the intended Buffer, a shareholder could lose their entire
investment.
The Fund’s strategy seeks to deliver returns that match the share price return
of the Underlying ETF (up to the Cap), while limiting downside losses, if Shares
are bought on the day on which the Fund enters into the FLEX Options and held
until those FLEX Options expire at the end of each Investment Period. In the
event an investor purchases Shares after the date on which the FLEX Options were
entered into or sells Shares prior to the expiration of the FLEX Options, the
Buffer that the Fund seeks to provide may not be available and the investor may
not get the full benefit of the Buffer. The Fund might not achieve its objective
in certain circumstances. The Fund does not provide principal protection and an
investor may experience significant losses on its investment, including loss of
its entire investment.
•Cap
Change Risk.
A new Cap is established at the beginning of each Investment Period and is
dependent on prevailing market conditions. As a result, the Cap may rise or fall
from one Investment Period to the next and is unlikely to remain the same for
consecutive Investment Periods.
•Capped
Upside Risk. The Fund’s strategy seeks to provide returns that match those of the
Underlying ETF for Shares purchased on the first day of an Investment Period and
held for the entire Investment Period, subject to a pre-determined upside Cap.
If an investor does not hold its Shares for an entire Investment Period, the
returns realized by that investor may not match those the Fund seeks to achieve.
If the Underlying ETF experiences gains during an Investment Period, the Fund
will not participate in those gains beyond the Cap. In the event an investor
purchases Shares after the first day of an Investment Period and the Fund has
risen in value to a level near to the Cap, there may be little or no ability for
that investor to experience an investment gain on their
Shares.
•Counterparty
Risk.
Fund transactions involving a counterparty are subject to the risk that the
counterparty will not fulfill its obligation to the Fund. Counterparty risk may
arise because of the counterparty’s financial condition (i.e., financial difficulties, bankruptcy, or insolvency), market
activities and developments, or other reasons, whether foreseen or not. A
counterparty’s inability to fulfill its obligation may result in significant
financial loss to the Fund. The Fund may be unable to recover its investment
from the counterparty or may obtain a limited recovery, and/or recovery may be
delayed. The OCC acts as guarantor and central counterparty with respect to FLEX
Options. As a result, the ability of the Fund to meet its objective depends on
the OCC being able to meet its obligations. In the unlikely event that the OCC
becomes insolvent or is otherwise unable to meet its settlement obligations, the
Fund could suffer significant losses.
•ETF
Risks.
The Fund is an ETF and, as a result of an ETF’s structure, is exposed to the
following risks:
◦Authorized
Participants (“APs”), Market Makers, and Liquidity Providers Concentration
Risk.
The Fund has a limited number of financial institutions that may act
as APs. In addition, there may be a limited number of market makers and/or
liquidity providers in the marketplace. To the extent either of the following
events occur, shares of the Fund may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Cash
Redemption Risk. The
Fund’s investment strategy may require it to redeem Shares for cash or to
otherwise include cash as part of its redemption proceeds. The Fund may be
required to sell or unwind portfolio investments to obtain the cash needed to
distribute redemption proceeds. This may cause the Fund to recognize a capital
gain that it might not have recognized if it had made a redemption in-kind. As a
result, the Fund may pay out higher annual capital gain distributions than if
the in-kind redemption process was used. ETF shares can only be redeemed in
creation units by APs. Individual shareholders may only purchase and sell ETF
shares on a secondary market.
◦Costs
of Buying or Selling Shares of the Fund. Due to the costs of buying or selling shares of the Fund, including
brokerage commissions imposed by brokers and bid/ask spreads, frequent trading
of shares of the Fund may significantly reduce investment results and an
investment in shares of the Fund may not be advisable for investors who
anticipate regularly making small investments.
◦Shares
of the Fund May Trade at Prices Other Than NAV.
As with all ETFs, shares of the Fund may be bought and sold in the secondary
market at market prices. The price of shares of the Fund, like the price of all
traded securities, will be subject to factors such as supply and demand, as well
as the current value of the Fund’s portfolio holdings. Although it is expected
that the market price of the shares of the Fund will approximate the Fund’s NAV,
there may be times when the market price of the shares is more than the NAV
intra-day (premium) or less than the NAV intra-day (discount). This risk is
heightened in times of market volatility, periods of steep market declines, and
periods when there is limited trading activity for shares in the secondary
market, in which case such premiums or discounts may be significant. Shares of
the Fund will be bought and sold in the secondary market at market
prices.
◦Trading. Although shares of the Fund are listed
for trading on a national securities exchange, such as Cboe BZX Exchange, Inc.
(the “Exchange”), and may be traded on U.S. exchanges other than the Exchange,
there can be no assurance that shares of the Fund will trade with any volume, or
at all, on any stock exchange. In stressed market conditions, the liquidity of
shares of the Fund may begin to mirror the liquidity of the Fund’s underlying
portfolio holdings, which can be significantly less liquid than shares of the
Fund.
•FLEX
Options Correlation Risk. The
FLEX Options held by the Fund will be exercisable at the strike price only on
their expiration date. Prior to the expiration date, the value of the FLEX
Options will be determined based upon market quotations or using other
recognized pricing methods. The value of the FLEX Options prior to the
expiration date may vary because of related factors other than the value of the
Underlying ETF. Factors that may influence the value of the FLEX Options, other
than changes in the value of the Underlying ETF, may include interest rate
changes, changing supply and demand, decreased liquidity of the FLEX Options,
and changing volatility levels of the Underlying
ETF.
•FLEX
Options Liquidity Risk.
The FLEX Options are listed on an exchange; however, no one can guarantee that a
liquid secondary trading market will exist for the FLEX Options. In the event
that trading in the FLEX Options is limited or absent, the value of the Fund’s
FLEX Options may decrease. In a less liquid market for the FLEX Options,
liquidating the FLEX Options may require the payment of a premium (for written
FLEX Options) or acceptance of a discounted price (for purchased FLEX Options)
and may take longer to complete. A less liquid trading market may adversely
impact the value of the FLEX Options and Fund shares and result in the Fund
being unable to achieve its investment objective. The trading in FLEX Options
may be less deep and liquid than the market for certain other securities. FLEX
Options may be less liquid than certain non-customized options. In a less liquid
market for the FLEX Options, the liquidation of a large number of options may
more significantly impact the price. A less liquid trading market may adversely
impact the value of the FLEX Options and the value of your
investment.
•FLEX
Options Valuation Risk.
The value of the FLEX Options will be determined based upon market quotations or
using other recognized pricing methods. The value of the FLEX Options prior to
the expiration date may vary because of related factors other than the value of
the Underlying ETF. During periods of reduced market liquidity or in the absence
of readily available market quotations for the holdings of the Fund, the ability
of the Fund to value the FLEX Options becomes more difficult and the judgment of
the Fund’s investment adviser or
sub-adviser
(employing the fair value procedures adopted by the Board of Trustees of the
Trust) may play a greater role in the valuation of the Fund’s holdings due to
reduced availability of reliable objective pricing
data.
•Investment
Period Risk.
The Fund’s investment strategy is designed to deliver returns that match the
share price return of the Underlying ETF if Shares are bought on the day on
which the Fund enters into the FLEX Options (i.e., the first day of an Investment Period) and held until those FLEX
Options expire at the end of the Investment Period. In the event an investor
purchases Shares after the first day of an Investment Period or sells Shares
prior to the expiration of the Investment Period, the value of that investor’s
investment in Shares may not be buffered against a decline in the value of the
Underlying ETF and may not participate in a gain in the value of the Underlying
ETF up to the Cap for the investor’s investment period.
•Large-Capitalization
Investing Risk. The Fund may invest in the securities of large-capitalization
companies. As a result, the Fund’s performance may be adversely affected if
securities of large-capitalization companies underperform securities of
smaller-capitalization companies or the market as a whole. The securities of
large-capitalization companies may be relatively mature compared to smaller
companies and therefore subject to slower growth during times of economic
expansion.
•Management
Risk. The
Fund is subject to management risk because it is an actively managed portfolio.
In managing the Fund’s investment portfolio, the portfolio manager will apply
investment techniques and risk analyses that may not produce the desired result.
There can be no guarantee that the Fund will meet its investment
objective.
•Market
Risk. Market risk is the risk that a particular security, or Shares in
general, may fall in value. Securities are subject to market fluctuations caused
by such factors as economic, political, regulatory or market developments,
changes in interest rates, and perceived trends in securities prices. Shares
could decline in value or underperform other investments. In addition, local,
regional, or global events such as war, acts of terrorism, spread of infectious
diseases or other public health issues, recessions, or other events could have a
significant negative impact on the Fund and its investments. Such events may
affect certain geographic regions, countries, sectors, and industries more
significantly than others. Such events could adversely affect the prices and
liquidity of the Fund’s portfolio securities or other instruments and could
result in disruptions in the trading markets.
•New
Fund Risk. The Fund is new with no operating history. As a result, there can be
no assurance that the Fund will grow to or maintain an economically viable size,
in which case it could ultimately liquidate. The Fund’s distributor does not
maintain a secondary market in Fund shares.
•Non-Diversification
Risk. The Fund is considered to be non-diversified, which means that it may
invest more of its assets in the securities of a single issuer or a smaller
number of issuers than if it were a diversified fund. As a result, the Fund may
be more exposed to the risks associated with and developments affecting an
individual issuer or a smaller number of issuers than a fund that invests more
widely. This may increase the Fund’s volatility and cause the performance of a
relatively smaller number of issuers to have a greater impact on the Fund’s
performance.
•Special
Tax Risk.
The Fund intends to qualify as a “regulated Investment company” (“RIC”),
however, the federal income tax treatment of certain aspects of the proposed
operations of the Fund are not entirely clear. This includes the tax aspects of
the Fund’s options strategy, its hedging strategy, the possible application of
the “straddle” rules, and various loss limitation provisions of the Internal
Revenue Code of 1986, as amended. If, in any year, the Fund fails to qualify as
a regulated investment company under the applicable tax laws, the Fund would be
taxed as an ordinary corporation. Certain options on an ETF may not qualify as
“Section 1256 contracts” under Section 1256 of the Code, and disposition of such
options will likely result in short-term or long-term capital gains or losses
depending on the holding period.
In the event that a shareholder purchases Shares shortly before a
distribution by the Fund, the entire distribution may be taxable to the
shareholder even though a portion of the distribution effectively represents a
return of the purchase price.
•Suitability
Risk. The Fund’s unique characteristics (i.e., the imperative of holding
Shares for the entire Investment Period, the Cap and Buffer) distinguish it from
other investment products and may make it an unsuitable investment for some
investors.
•Underlying
ETF Risk. The Fund invests in FLEX Options that reference an ETF, which
subjects the Fund to certain of the risks of owning shares of an ETF, as well as
the types of instruments in which the Underlying ETF invests. The value of an
ETF will fluctuate over time based on fluctuations in the values of the
securities held by the ETF, which may be affected by changes in general economic
conditions, expectations for future growth and profits, interest rates and the
supply and demand for those securities. In addition, ETFs are subject to
authorized participant concentration risk, market maker risk, premium/discount
risk, tracking error risk and trading issues risk. Brokerage, tax and other
expenses may negatively impact the performance of the Underlying ETF and, in
turn, the value of the Fund’s shares. An ETF that tracks an index may not
exactly match the performance of the index due to cash drag, differences between
the portfolio of the ETF and the components of the index, expenses, and other
factors.
Fund
Performance
Performance information for the Fund is not
included because the Fund did not commence operations prior to the date of this
Prospectus. In the future, performance for the Fund will be
presented in this section. Updated performance information will be available on
the Fund’s website at www.PacerETFs.com
or by calling the Fund toll-free at 1-877-337-0500.
Management
Investment
Adviser
Pacer
Advisors, Inc. (the “Adviser”) serves as investment adviser to the Fund.
Investment
Sub-Adviser
Swan
Global Management, LLC (“Swan” or the “Sub-Adviser”) serves as investment
sub-adviser to the Fund.
Portfolio
Manager
Chris
Hausman, CMT, CAIA, Senior Portfolio Manager and Managing Director-Risk of the
Sub-Adviser, has served as the Fund’s portfolio manager since its inception. Mr.
Hausman is responsible for the day-to-day management of the Fund.
Buying
and Selling Fund Shares
The
Fund is an ETF. This means that individual Shares of the Fund may only be
purchased and sold in the secondary market through brokers at market prices,
rather than NAV. Because Shares trade at market prices rather than NAV, Shares
may trade at a price greater than NAV (premium) or less than NAV
(discount).
The
Fund generally issues and redeems shares at NAV only in large blocks of shares
known as “Creation Units,” which only institutions or large investors may
purchase or redeem. The Fund generally issues and redeems Creation Units in
exchange for a portfolio of securities (the “Deposit Securities”) and/or a
designated amount of U.S. cash that the Fund specifies each day.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a seller is
willing to accept for Shares (ask) when buying or selling Shares in the
secondary market (the “bid-ask spread”). Recent information about the Fund,
including its net asset value, market price, premiums and discounts, and bid-ask
spreads is available on the Fund’s website at www.PacerETFs.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an
individual retirement account (“IRA”) or other tax-advantaged retirement
account. Distributions may be taxable upon withdrawal from tax-deferred
accounts.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase the Fund through a broker or other financial intermediary (such as
a bank), the Adviser, the Sub-Adviser, and their related companies may pay the
intermediary for activities related to the marketing and promotion of the Fund.
These payments may create a conflict of interest by influencing the
broker-dealer or other intermediary and your sales person to recommend the Fund
over another investment. Ask your salesperson or visit your financial
intermediary’s website for more information.
Investment
Objective
The
Pacer Swan SOS Laddered Moderate ETF (the “Fund”) seeks capital
appreciation.
Fees and Expenses of the
Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
|
|
|
|
| |
|
Annual
Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your
investment) |
|
| Management
Fees |
0.10% |
| Distribution
and/or Service (12b-1) Fees |
None |
|
Other
Expenses1 |
0.00% |
|
Acquired
Fund Fees and Expenses1,
2 |
0.49% |
| Total
Annual Fund Operating Expenses |
0.59% |
1
Estimated for the current
fiscal year.
2
Acquired Fund Fees and
Expenses (“AFFE”) are the indirect costs of investing in other investment
companies.
Example
The following example is intended to help retail investors compare
the cost of investing in the Fund with the cost of investing in other funds. It
illustrates the hypothetical expenses that such investors would incur over
various periods if they were to invest $10,000 in the Fund for the time periods
indicated and then redeem all of the Shares at the end of those periods. This
example assumes that the Fund provides a return of 5% a year and that operating
expenses remain the same. Although your actual
costs may be higher or lower, based on these assumptions, your costs would
be:
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities (or “turns over” its portfolio). A higher portfolio turnover rate may
indicate higher transaction costs and may result in higher taxes when Fund
Shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the Fund’s performance.
Because the Fund is newly organized, portfolio turnover information is not yet
available.
Principal Investment
Strategies of the Fund
The
Fund seeks to achieve its investment objective by providing investors with U.S.
equity market exposure while attempting to limit downside risk through a
laddered portfolio of up to 12 Pacer Swan SOS Moderate ETFs (the “Underlying
Swan Moderate ETFs”). The term “laddered portfolio” refers to the Fund’s
investment in multiple Underlying Swan Moderate ETFs that have investment period
expiration dates which occur on a rolling, or periodic, basis.
See
below for a discussion of “structured outcome strategies” and their meaning
within the strategies of the Underlying Swan Moderate ETFs. The rolling or
“laddered” nature of the investments in the Underlying Swan Moderate ETFs
creates diversification of investment time period compared to the risk of
acquiring or disposing of any one Underlying Swan Moderate ETF at any one time.
This diversification of investment time period is intended to mitigate the risk
of failing to benefit from the buffer of a single Underlying Swan Moderate ETF
due to the timing of investment in such Underlying Swan Moderate ETF and the
relative price of the reference asset or having limited or no upside potential
remaining because of the cap of a single Underlying Swan Moderate ETF.
The
Fund’s laddered approach is intended to allow the Fund to continue to benefit
from increases in the value of SPDR® S&P 500® ETF Trust and to provide a
level of downside protection for at least a portion of the Fund’s portfolio at
any given time. The Fund invests in the Underlying Swan Moderate ETFs in a
laddered manner.
Unlike
the Underlying Swan Moderate ETFs, the Fund itself does not pursue a structured
outcome strategy. The buffer is only provided by the Underlying Swan Moderate
ETFs and the Fund itself does not provide any stated buffer against losses. The
Fund will likely not receive the full benefit of the Underlying Swan Moderate
ETF buffers and could have limited upside potential. The Fund’s returns may be
limited by the caps of the Underlying Swan Moderate ETFs.
Under
normal market conditions, the Fund will invest substantially all of its assets
in the Underlying Swan Moderate ETFs, which seek to provide investors with
returns (before fees and expenses) that match the price return of SPDR® S&P
500® ETF TRUST, up to a predetermined upside cap, while providing a buffer
(before fees and expenses) against the first 15% of SPDR® S&P 500® ETF TRUST
losses, over a defined one-year period. The Fund intends only to acquire shares
of Underlying Swan Moderate ETFs in the secondary market and will not engage in
any principal transactions with the Underlying Swan Moderate ETFs. The Fund and
each Underlying Swan Moderate ETF are advised by Pacer Advisors, Inc. (the
“Adviser”) and sub-advised by Swan Global Management, LLC (“Swan” or the
“Sub-Adviser”).
The
investment objective of SPDR® S&P 500® ETF TRUST is to seek to provide
investment results that, before expenses, correspond generally to the price and
yield performance of the S&P 500® Index.
Structured
Outcome Strategies
The
Underlying Swan Moderate ETFs use a structured outcome strategy generally seek
to produce pre-determined target investment outcomes for a specific period of
time based upon the performance of an underlying security (such as an ETF) or
index (a “reference asset”) through the use of a combination of call and put
options on such reference asset. The pre-determined outcomes sought by such
Underlying Swan Moderate ETFs may include a buffer against certain reference
asset losses and a cap based on the performance of the reference asset over a
fixed period of time (e.g., one year). Investments in such strategies reflect an
investment in a portfolio of options linked to a reference asset that, when
bought at inception of the strategy and held to the expiration of the options
(an “Investment Period”), seeks to target returns that buffer against downside
losses due to a decline in the reference asset, while providing participation up
to a maximum capped gain in the reference asset.
The
structure of the structured outcomes that such Underlying Swan Moderate ETFs
seek for investors (such as the Fund) that hold Underlying Swan Moderate ETF
shares for an entire Investment Period may vary significantly based on the
amount, structure, and timing of their buffer and cap, though there can be no
guarantee these results will be achieved. For example, such outcomes may be
structured as follows:
•If
the reference asset appreciates over the Investment Period, the combination of
options held by the Underlying Swan Moderate ETF provides upside participation
that is intended to match that of the reference asset, up to the cap that is
determined at the start of the Investment Period.
•If
the reference asset decreases over the Investment Period, the combination of
options held by the Underlying Swan Moderate ETF provides a payoff at expiration
that is intended to compensate for losses experienced by the reference asset (if
any), in an amount not to exceed the Underlying Swan Moderate ETF’s buffer
(e.g., 15%) before fees and expenses.
•If
the reference asset has decreased in value by more than the buffer amount over
the Investment Period, the Underlying Swan Moderate ETF will experience all
subsequent losses greater than the buffer amount on a one-to-one basis with the
reference asset.
Importantly,
if the Fund purchases shares of an Underlying Swan Moderate ETF other than on
the first day of an Investment Period and/or sells such shares prior to the end
of an Investment Period, the Fund may experience results that are very different
from the outcomes sought by the Underlying Swan Moderate ETF for that Investment
Period. This is because, while the cap and buffer for the Investment Period are
fixed levels that remain constant throughout the Investment Period, an investor
purchasing Underlying Swan Moderate ETF shares at market value during the
Investment
Period
likely purchased such shares at a price that is different from the Underlying
Swan Moderate ETF’s net asset value at the start of the Investment Period (i.e.,
the net asset value that the cap and buffer reference).
Structured
outcome strategy Underlying Swan Moderate ETFs generally invest substantially
all of their assets in FLexible EXchange® Options (“FLEX Options”). FLEX Options
are exchange-traded options contracts with uniquely customizable terms like
reference asset, exercise price, style, and expiration date. FLEX Options are
guaranteed for settlement by the Options Clearing Corporation (“OCC”). The OCC
guarantees performance by each of the counterparties to the FLEX Options,
becoming the “buyer for every seller and the seller for every buyer,” protecting
clearing members and options traders from counterparty risk. Although guaranteed
for settlement by the OCC, FLEX Options are still subject to counterparty risk
with the OCC and subject to the risk that the OCC may fail to perform the
settlement of the FLEX Options due to bankruptcy or other adverse
reasons.
The
FLEX Options that an Underlying Swan Moderate ETF will hold will give the
Underlying Swan Moderate ETF the right to receive or deliver shares of the
reference asset on the option expiration date at a strike price, depending on
whether the option is a put or call option and whether the Underlying Swan
Moderate ETF purchases or sells the option. The FLEX Options held by the
Underlying Swan Moderate ETFs are European-style options, which are exercisable
at the strike price only on the FLEX Option expiration date.
Each
Underlying Swan Moderate ETF establishes a new cap annually at the beginning of
each Investment Period. The buffer level for each Underlying Swan Moderate ETF
will remain the same at the beginning of each Investment Period.
At
the end of each Investment Period, an Underlying Swan Moderate ETF’s FLEX
Options are generally allowed to expire or sold at or near their expiration, and
the proceeds are used to purchase (or roll into) a new set of FLEX Options
expiring in approximately one year. On the first day of each new Investment
Period, the Underlying Swan Moderate ETF resets by investing in a new set of
FLEX Options that will provide a new Cap for the new Investment Period. Each
Underlying Swan Moderate ETF will undergo such reset in a different month of the
calendar year.
The
rolling or “laddered” nature of the investments in the Underlying Swan Moderate
ETFs creates diversification of investment time period and market level (meaning
the price of SPDR® S&P 500® ETF TRUST at any given time) compared to the
risk of acquiring or disposing of any one Underlying Swan Moderate ETF at any
one time. Because the Fund typically will not acquire shares of the Underlying
Swan Moderate ETFs on the first day of an Investment Period and may dispose of
shares of the Underlying Swan Moderate ETFs before the end of the Investment
Period the Fund may experience investment returns that are very different from
those that the Underlying Swan Moderate ETFs seek to provide. If an Underlying
Swan Moderate ETF has experienced certain levels of either gains or losses since
the beginning of its current Investment Period, there may be little to no
ability for the Fund to achieve gains or benefit from the buffer for the
remainder of the Investment Period. Further, an investor like the Fund that
holds Underlying Swan Moderate ETF shares through multiple Investment Periods
may fail to experience gains comparable to those of SPDR® S&P 500® ETF TRUST
over time because at the end of each Investment Period, a new cap will be
established based on the then current price of SPDR® S&P 500® ETF TRUST and
any gains above the prior cap will be forfeit. Moreover, the annual imposition
of a new cap on future gains may make it difficult to recoup any losses from
prior Investment Periods such that, over multiple Investment Periods, the
Underlying Swan Moderate ETFs may have losses that exceed those of SPDR® S&P
500® ETF TRUST.
When
an investor purchases shares of a single Underlying Swan Moderate ETF, the
potential outcomes are limited by the Underlying Swan Moderate ETF's stated cap
and buffer over a defined time period (depending on when the shares were
purchased). Alternatively, the Fund’s laddered approach provides a diversified
exposure to all of the Underlying Swan Moderate ETFs in a single investment. By
owning a laddered portfolio of Underlying Swan Moderate ETFs, the Fund has the
ability to continue to benefit from increases in the value of SPDR® S&P 500®
ETF TRUST and to provide a level of downside protection as each of the
Underlying Swan Moderate ETFs will reset its cap annually based on the price of
SPDR® S&P 500® ETF TRUST at the time of the reset. In other words, the
continual and periodic refreshing of the Underlying Swan Moderate ETF caps at
current SPDR® S&P 500® ETF TRUST prices is intended to allow the Fund to
continue to benefit from increases in the value of SPDR® S&P 500® ETF TRUST
and to provide a level of downside protection for at least a portion of the
Fund's portfolio at any given time. This approach reduces the risk inherent in
the Underlying Swan Moderate ETFs of having the upside potential for an entire
Investment Period capped out in cases of rapid appreciation of SPDR® S&P
500® ETF TRUST. It also reduces the risk of failing to benefit from an
individual
Underlying
Swan Moderate ETF buffer in cases where SPDR® S&P 500® ETF TRUST has
depreciated below that specific buffer level. Annually, each of the Underlying
Swan Moderate ETFs will undergo a reset of its cap, meaning that investors may
have the ability to benefit from any appreciation in SPDR® S&P 500® ETF
TRUST for future periods up to the respective caps of the Underlying Swan
Moderate ETFs and may have the benefit of the buffer for future periods. A
laddered buffer portfolio can diversify timing risk, similar to how laddered
bond portfolios seek to manage timing risks for fixed-income
investors.
The
Fund intends to generally rebalance its portfolio to equal weight among the
Underlying Swan Moderate ETFs quarterly. The Fund also will acquire and dispose
of Underlying Swan Moderate ETFs in connection with the creation and redemption
of Creation Units between quarterly rebalances. In between such rebalances,
market movements in the prices of the Underlying Swan Moderate ETFs may result
in the Fund having temporary larger exposures to certain Underlying Swan
Moderate ETFs compared to others. Under such circumstances, the Fund’s returns
would be influenced to a greater degree by the returns of the Underlying Swan
Moderate ETFs with the larger exposures. If an over-weighted Underlying Swan
Moderate ETF underperforms the other Underlying Swan Moderate ETFs, the Fund
will experience returns that are inferior to those that would have been achieved
if the Underlying Swan Moderate ETFs were equally weighted.
The
Fund’s website will provide, on a daily basis, the proportion of the Fund’s
assets invested in each Underlying Swan Moderate ETF at any given time. Each
Underlying Swan Moderate ETF’s website provides important information (including
Investment Period start and end dates and the cap (both gross and net of fees)
and buffer both at the start of the Underlying Swan Moderate ETF’s Investment
Period and on any particular day relative to the end of the Investment
Period).
Although
this website information may be useful in understanding the investment
strategies of the Underlying Swan Moderate ETFs, it is limited in providing an
investor of the Fund with all of the risks and potential outcomes associated
with an investment in the Underlying Swan Moderate ETFs. For example, it does
not provide a direct example of your potential investment return in the Fund
because of the Fund’s laddered exposure to the Underlying Swan Moderate ETFs in
which each one of the Underlying Swan Moderate ETFs will reset its cap annually
based on prevailing market conditions.
Under
normal circumstances, at least 80% of the Fund’s net assets (plus borrowings for
investment purposes) will be invested in the Underlying Swan Moderate ETFs. The
Fund is considered to be non-diversified, which means that it may invest more of
its assets in the securities of a single issuer or a smaller number of issuers
than if it were a diversified fund.
The
Fund’s investment strategy may include active and frequent trading. The Fund may
not invest 25% or more of the value of its total assets in securities of issuers
in any one industry or group of industries except to the extent that the
Underlying Swan Moderate ETFs invests more than 25% of its assets in an industry
or group of industries. The Fund considers the investments of the Underlying
Swan Moderate ETFs when determining compliance with these
limitations.
Principal
Risks of Investing in the Fund
You can lose
money on your investment in the Fund. The Fund is subject to the
risks summarized below. Some or all of these risks may adversely affect the
Fund’s net asset value per share (“NAV”), trading price, yield, total return
and/or ability to meet its objectives. The Fund has characteristics unlike many
other traditional investment products and may not be suitable for all investors.
For more information about the risks of investing in the Fund, see the section
in the Fund’s prospectus entitled “Additional Information about the Principal
Risks of Investing in the Funds.” The principal risks are presented in
alphabetical order to facilitate finding particular risks and comparing them
with other funds. Each risk summarized below is considered a “principal risk” of
investing in the Fund, regardless of the order in which it appears.
•ETF
Risks.
The Fund is an ETF and, as a result of an ETF’s structure, is exposed to the
following risks:
◦Authorized
Participants (“APs”), Market Makers, and Liquidity Providers Concentration
Risk.
The Fund has a limited number of financial institutions that may act
as APs. In addition, there may be a limited number of market makers and/or
liquidity providers in the marketplace. To the extent either of the following
events occur, shares of the Fund may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become
unable to process creation and/or redemption orders and no other APs step
forward to perform these services, or (ii) market makers and/or liquidity
providers exit the business or significantly reduce their business activities
and no other entities step forward to perform their functions.
◦Costs
of Buying or Selling Shares of the Fund. Due to the costs of buying or selling shares of the Fund, including
brokerage commissions imposed by brokers and bid/ask spreads, frequent trading
of shares of the Fund may significantly reduce investment results and an
investment in shares of the Fund may not be advisable for investors who
anticipate regularly making small investments.
◦Shares
of the Fund May Trade at Prices Other Than NAV. As with all ETFs, shares of the Fund may be bought and sold in the
secondary market at market prices. The price of shares of the Fund, like the
price of all traded securities, will be subject to factors such as supply and
demand, as well as the current value of the Fund’s portfolio holdings. Although
it is expected that the market price of the shares of the Fund will approximate
the Fund’s NAV, there may be times when the market price of the shares is more
than the NAV intra-day (premium) or less than the NAV intra-day (discount). This
risk is heightened in times of market volatility, periods of steep market
declines, and periods when there is limited trading activity for shares in the
secondary market, in which case such premiums or discounts may be significant.
Shares of the Fund will be bought and sold in the secondary market at market
prices.
◦Trading.
Although shares of the Fund are listed for trading on a national securities
exchange, such as Cboe BZX Exchange, Inc. (the “Exchange”), and may be traded on
U.S. exchanges other than the Exchange, there can be no assurance that shares of
the Fund will trade with any volume, or at all, on any stock exchange. In
stressed market conditions, the liquidity of shares of the Fund may begin to
mirror the liquidity of the Fund’s underlying portfolio holdings, which can be
significantly less liquid than shares of the
Fund.
•Fixed
Income Risk. The Fund’s investments may expose the Fund to risks related to fixed
income securities. Fixed income securities will fluctuate with changes in
interest rates. Typically, a rise in interest rates causes a decline in the
value of fixed income securities owned by a fund. On the other hand, if rates
fall, the value of the fixed income securities generally increases. The current
period of historically low rates and the effect of potential government fiscal
policy initiatives and resulting market reaction to those initiatives may
increase the risk of rising interest rates. In general, the market price of
fixed income securities with longer maturities will increase or decrease more in
response to changes in interest rates than shorter-term securities. The value of
direct or indirect investments in fixed income securities may be affected by the
inability of issuers to repay principal and interest or illiquidity in debt
securities markets.
•Government
Obligations Risk. The Fund may invest, directly or indirectly, in securities issued by
the U.S. government. There can be no guarantee that the United States will be
able to meet its payment obligations with respect to such securities.
Additionally, market prices and yields of securities supported by the full faith
and credit of the U.S. government may decline or be negative for short or long
periods of time.
•High
Portfolio Turnover Risk. At times, the Fund may have a portfolio turnover rate substantially
greater than 100%. A high portfolio turnover rate would result in
correspondingly greater transaction expenses, including brokerage commissions,
dealer mark ups and other transaction costs, on the sale of securities and on
reinvestment in other securities and may result in reduced performance and the
distribution to shareholders of additional capital gains for tax purposes. These
factors may negatively affect the Fund’s performance.
•Large-Capitalization
Investing Risk. Large-capitalization companies may underperform securities of
smaller-capitalization companies or the market as a whole. The securities of
large-capitalization companies may be relatively mature compared to smaller
companies and therefore subject to slower growth during times of economic
expansion.
•Management
Risk. The
Fund is subject to management risk because it is an actively managed portfolio.
In managing the Fund’s investment portfolio, the portfolio manager will apply
investment techniques and risk analyses that may not produce the desired result.
There can be no guarantee that the Fund will meet its investment
objective.
•Market
Risk. Market
risk is the risk that a particular security, or shares of the Fund in general,
may fall in value. Securities are subject to market fluctuations caused by such
factors as economic, political, regulatory or market developments, changes in
interest rates and perceived trends in securities prices. Shares of the Fund
could decline in value or underperform other
investments.
•New
Fund Risk. The Fund is new with no operating history. As a result, there can be
no assurance that the Fund will grow to or maintain an economically viable size,
in which case it could ultimately liquidate. The Fund’s distributor does not
maintain a secondary market in Fund shares.
•Non-Diversification
Risk. Although
the Fund intends to invest in a variety of securities and instruments, the Fund
is considered to be non-diversified, which means that it may invest more of its
assets in the securities of a single issuer or a smaller number of issuers than
if it were a diversified fund. As a result, the Fund may be more exposed to the
risks associated with and developments affecting an individual issuer or a
smaller number of issuers than a fund that invests more widely. This may
increase the Fund’s volatility and cause the performance of a relatively smaller
number of issuers to have a greater impact on the Fund’s
performance.
•Other
Investment Companies Risk. The Fund will incur higher and duplicative expenses when it invests
in other investment companies such as ETFs. There is also the risk that the Fund
may suffer losses due to the investment practices of the underlying funds. When
the Fund invests in other investment companies, the Fund will be subject to
substantially the same risks as those associated with the direct ownership of
securities held by such investment companies. Investments in ETFs are also
subject to the “ETF Risks” described above.
•The
following risks related to the Fund’s investment in structured outcome strategy
Underlying Swan Moderate ETFs are also applicable to the Fund:
◦Buffered
Loss Risk.
There can be no guarantee that the Underlying Swan Moderate ETF will be
successful in its strategy to buffer against reference asset losses.
Despite
the intended buffer, a shareholder (such as the Fund) could lose its entire
investment.
The Underlying Swan Moderate ETF’s strategy seeks to deliver returns that match
the reference asset (up to the cap), while limiting downside losses, if shares
are bought on the day on which the Underlying Swan Moderate ETF enters into the
options and held until those options expire at the end of each Investment
Period. In the event the Fund purchases Underlying Swam ETF shares after the
date on which the options were entered into or sells shares prior to the
expiration of the options, the buffer that the Underlying Swan Moderate ETF
seeks to provide may not be available and the Fund may not get the full benefit
of the buffer. The Underlying Swan Moderate ETF might not achieve its objective
in certain circumstances. The Underlying Swan Moderate ETF does not provide
principal protection and the Fund may experience significant losses on its
investment, including loss of its entire
investment.
◦Cap
Change Risk.
At the beginning of each Investment Period of the respective Underlying Swan
Moderate ETF a new cap is established and is dependent on prevailing market
conditions. As a result, the cap may rise or fall from one Investment Period to
the next and is unlikely to remain the same for consecutive Investment
Periods.
◦Capped
Upside Risk.
The Underlying Swan Moderate ETF’s strategy seeks to provide returns that match
those of the reference asset for Underlying Swan Moderate ETF shares purchased
on the first day of an Investment Period and held for the entire Investment
Period, subject to a pre-determined upside cap. If an investor (such as the
Fund) does not hold its shares for an entire Investment Period, the returns
realized by that investor may not match those the Underlying Swan Moderate ETF
seeks to achieve. If the Underlying Swan Moderate ETF experiences gains during
an Investment Period, the Underlying Swan Moderate ETF will not participate in
those gains beyond the cap. In the event the Fund purchases shares after the
first day of an Investment Period and the Underlying Swan Moderate ETF has risen
in value to a level near to the cap, there may be little or no ability for that
investor to experience an investment gain on their
shares.
◦Counterparty
Risk.
Underlying Swan Moderate ETF transactions involving a counterparty are subject
to the risk that the counterparty will not fulfill its obligation to the
Underlying Swan Moderate ETF. Counterparty risk may arise because of the
counterparty’s financial condition (i.e.,
financial difficulties, bankruptcy, or insolvency), market activities and
developments, or other reasons, whether foreseen or not. A counterparty’s
inability to fulfill its obligation may result in significant financial loss to
a Underlying Swan Moderate ETF and, in turn, the Fund. An Underlying Swan
Moderate ETF may be unable to recover its investment from the counterparty or
may obtain a limited recovery, and/or recovery may be delayed. The OCC acts as
guarantor and central counterparty with respect to the FLEX Options. As a
result, the ability of an Underlying Swan Moderate ETF to meet its objective
depends on the OCC being able to meet its
obligations.
In the unlikely event that the OCC becomes insolvent or is otherwise unable to
meet its settlement obligations, an Underlying Swan Moderate ETF and, in turn,
the Fund could suffer significant losses.
◦FLEX
Options Risk. The
FLEX Options held by Underlying Swan Moderate ETFs will be exercisable at the
strike price only on their expiration date. Prior to the expiration date, the
value of the FLEX Options will be determined based upon market quotations or
using other recognized pricing methods. The value of the FLEX Options prior to
the expiration date may vary because of related factors other than the value of
the reference asset. Factors that may influence the value of the FLEX Options,
other than gains or losses in the reference asset, may include interest rate
changes, changing supply and demand, decreased liquidity of the FLEX Options and
changing volatility levels of the reference asset.
FLEX Options are listed on an exchange; however, it is not guaranteed
that a liquid secondary trading market will exist. In the event that trading in
the FLEX Options is limited or absent, the value of the FLEX Options may
decrease. A less liquid trading market may adversely impact the value of the
FLEX Options and result in an Underlying Swan Moderate ETF being unable to
achieve its investment objective.
◦Investment
Period Risk.
The Underlying Swan Moderate ETFs’ investment strategy is designed to deliver
returns that match the reference asset if Underlying Swan Moderate ETF shares
are bought on the day on which the Underlying Swan Moderate ETF enters into the
FLEX Options (i.e.,
the first day of an Investment Period) and held until those FLEX Options expire
at the end of the Investment Period. In the event an investor purchases
Underlying Swan Moderate ETF shares after the first day of an Investment Period
or sells shares prior to the expiration of the Investment Period, the value of
that investor’s investment in Underlying Swan Moderate ETF shares may not be
buffered against a decline in the value of the reference asset and may not
participate in a gain in the value of the reference asset up to the cap for the
investor’s investment period.
•Suitability
Risk.
The Fund’s unique characteristics (i.e., the imperative of holding Shares for
the entire Investment Period, the Cap and Buffer) distinguish it from other
investment products and may make it an unsuitable investment for some
investors.
Fund
Performance
Performance information for the Fund is not
included because the Fund did not commence operations prior to the date of this
Prospectus. In the future, performance for the Fund will be
presented in this section. Updated performance information will be available on
the Fund’s website at www.PacerETFs.com
or by calling the Fund toll-free at 1-877-337-0500.
Management
Investment
Adviser
Pacer
Advisors, Inc. serves as investment adviser to the Fund.
Investment
Sub-Adviser
Swan
Global Management, LLC serves as investment sub-adviser to the Fund.
Portfolio
Manager
Chris
Hausman, CMT, CAIA, Senior Portfolio Manager and Managing Director-Risk of the
Sub-Adviser, has served as the Fund’s portfolio manager since its inception. Mr.
Hausman is responsible for the day-to-day management of the Fund.
Buying
and Selling Fund Shares
The
Fund is an ETF. This means that individual Shares of the Fund may only be
purchased and sold in the secondary market through brokers at market prices,
rather than NAV. Because Shares trade at market prices rather than NAV, Shares
may trade at a price greater than NAV (premium) or less than NAV
(discount).
The
Fund generally issues and redeems shares at NAV only in large blocks of shares
known as “Creation Units,” which only institutions or large investors may
purchase or redeem. The Fund generally issues and redeems Creation Units in
exchange
for a portfolio of securities (the “Deposit Securities”) and/or a designated
amount of U.S. cash that the Fund specifies each day.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a seller is
willing to accept for Shares (ask) when buying or selling Shares in the
secondary market (the “bid-ask spread”). Recent information about the Fund,
including its net asset value, market price, premiums and discounts, and bid-ask
spreads is available on the Fund’s website at www.PacerETFs.com.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an IRA
or other tax-advantaged retirement account. Distributions may be taxable upon
withdrawal from tax-deferred accounts.
Payments
to Broker-Dealers and Other Financial Intermediaries
If
you purchase the Fund through a broker or other financial intermediary (such as
a bank), the Adviser, the Sub-Adviser, and their related companies may pay the
intermediary for activities related to the marketing and promotion of the Fund.
These payments may create a conflict of interest by influencing the
broker-dealer or other intermediary and your salesperson to recommend the Fund
over another investment. Ask your salesperson or visit your financial
intermediary’s website for more information.
The
following information pertains to each fund listed on the cover of this
Prospectus, other than the Pacer Swan SOS Laddered Moderate ETF (each, an “SOS
Fund,” and collectively, the “SOS Funds”). The SOS Funds have characteristics
unlike many other traditional investment products and may not be suitable for
all investors. The table below provides considerations for determining whether
an investment in an SOS Fund is appropriate for you.
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should only consider this investment if: |
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you
fully understand the risks inherent in an investment in an SOS
Fund; |
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you
desire to invest in a product with a return that depends upon the
performance of the Underlying ETF over the Investment Period; |
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you
are willing to hold shares for the duration of the Investment Period to
achieve the structured outcomes that an SOS Fund seeks to
provide; |
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you
fully understand that investments made when an SOS Fund is at or near to
its Cap may have limited to no upside; |
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| • |
you
seek the protection of a specified buffer amount against Underlying ETF
losses for an investment held for the duration of an entire Investment
Period and understand that there is no guarantee that an SOS Fund will be
successful in its attempt to provide protection through the
buffer; |
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you
are willing to forgo any gains in excess of a Cap; |
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you
understand that an SOS Fund’s investments do not provide for dividends to
the SOS Fund; |
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you
fully understand that investments made after the Investment Period has
begun may not fully benefit from the buffer; |
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you
are willing to accept the risk of losing your entire investment;
and |
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you
have visited the SOS Funds’ website and understand the investment outcomes
available to you based upon the time of your purchase. |
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Additional
Information About Each Fund
Investment
Objective.
Each Fund’s investment objective has been adopted as a non-fundamental
investment policy and may be changed without a vote of shareholders upon written
notice to shareholders.
SPDR®
S&P 500®
ETF Trust (the “Underlying Asset”)
Each
Fund, other than the Pacer Swan SOS Laddered Moderate ETF, invests substantially
all of its assets in FLEX Options that reference the SPDR®
S&P 500®
ETF Trust (for purposes of this section, the “Underlying Asset”). The Underlying
Asset is an exchange-traded unit investment trust that uses a full replication
strategy, meaning it invests entirely in the S&P 500®
Index.
According to its prospectus filed with the SEC, the investment objective of the
Underlying Asset is to seek to provide investment results that, before expenses,
correspond to the S&P 500®
Index.
The
Underlying Asset seeks to achieve its investment objective by holding a
portfolio of the common stocks that are included in the S&P 500®
Index with the weight of each stock in its portfolio substantially corresponding
to the weight of such stock in the Index. Although the Underlying Asset may fail
to own certain of the securities listed in S&P 500®
Index at any particular time, it generally will be substantially invested in
such securities, which should result in a close correspondence between the
performance of the S&P 500®
Index
and the performance of Underlying Asset. The Underlying Asset does not hold or
trade futures or swaps and is not a commodity pool.
You
can find the Underlying Asset’s prospectus and other information about the
Underlying Asset, including its principal risks, as well as, the statement of
additional information and most recent reports to shareholders, online at
https://
ssga.com/us/en/individual/etfs/spdr-sp-500-etf-trust-spy.
You are encouraged to review the prospectus of the Underlying Asset before
investing in the Fund.
General
Information about FLEX Options
Each
Fund, other than the Pacer Swan SOS Laddered Moderate ETF, invests substantially
all of its assets in FLEX Options. For each Investment Period, the applicable
Fund will invest in both purchased and written put and call FLEX Options that
reference the Underlying Asset. FLEX Options are customizable exchange-traded
option contracts guaranteed for settlement by the Options Clearing Corporation
(“OCC”). The OCC guarantees performance by each of the counterparties to the
FLEX Options, becoming the “buyer for every seller and the seller for every
buyer,” protecting clearing members and options traders from counterparty risk.
The OCC may make adjustments to FLEX Options for certain significant events, as
more fully described in the Funds’ Statement of Additional Information. Although
guaranteed for settlement by the OCC, FLEX Options are still subject to
counterparty risk with the OCC and subject to the risk that the OCC may fail to
perform the settlement of the FLEX Options due to bankruptcy or other adverse
reasons.
The
OCC and securities exchanges on which the FLEX Options are listed do not charge
ongoing fees to writers or purchasers of the FLEX Options during their life for
continuing to hold the option contracts, but may charge transaction fees.
Additional
Information about the Principal Risks of Investing in the Funds
This
section provides additional information regarding the principal risks described
under “Principal Risks of Investing in the Fund” in each of the Fund Summaries.
Unless otherwise indicated below, the following risks apply to the Funds’ direct
investments, as well as to the Pacer Swan SOS Laddered Moderate ETF (the
“Laddered Moderate ETF”) through its investments in the Underlying Swan Moderate
ETFs. Each of the factors below could have a negative impact on a Fund’s
performance and trading prices. As in each Fund Summary above, the principal
risks below are presented in alphabetical order to facilitate finding particular
risks and comparing them with other funds. Each risk described below is
considered a “principal risk” of investing in the applicable Fund, regardless of
the order in which it appears.
Buffered
Loss Risk. There
can be no guarantee that a strategy to buffer against Underlying Asset losses
will be successful. Despite the intended Buffer, a shareholder could lose their
entire investment. Each Fund’s strategy seeks to deliver returns that match the
Underlying Asset (up to the Cap), while limiting downside losses, if Shares are
bought on the day on which a Fund enters into the FLEX Options and held until
those FLEX Options expire at the end of each Investment Period. In the event an
investor purchases Shares after the date on which the FLEX Options were entered
into or sells Shares prior to the expiration of the FLEX Options, the Buffer
that the Fund seeks to provide may not be available and the investor may not get
the full benefit of the Buffer. A Fund might not achieve its objective in
certain circumstances. The Funds do not provide principal protection and an
investor may experience significant losses on its investment, including loss of
its entire investment.
Cap
Change Risk. A
new Cap is established at the beginning of each Investment Period and is
dependent on prevailing market conditions. As a result, the cap may rise or fall
from one Investment Period to the next and is unlikely to remain the same for
consecutive Investment Periods.
Capped
Upside Risk. Each
Fund’s strategy seeks to provide returns that match those of the Underlying
Asset for Shares purchased on the first day of an Investment Period and held for
the entire Investment Period, subject to a pre-determined upside Cap. If an
investor does not hold its Shares for an entire Investment Period, the returns
realized by that investor may not match those the Fund seeks to achieve. If the
Underlying Asset experiences gains during an Investment Period, the Fund will
not participate in those gains beyond the Cap. A new Cap is established at the
beginning of each Investment Period and is dependent on prevailing market
conditions. The Cap may rise or fall from one Investment Period to the next. In
the event an investor purchases Shares after the first day of an Investment
Period and the Fund has risen in value to a level near to the Cap, there may be
little or no ability for that investor to experience an investment gain on their
Shares. The return of the Fund may represent a return that is worse than the
performance of the Underlying Asset, including as a result of its’ returns being
subject to a Cap.
Counterparty
Risk (each
Fund other than the Laddered Moderate ETF).
If
a Fund enters into an investment or transaction that depends on the performance
of another party, the Fund becomes subject to the credit risk of that
counterparty. The Fund's ability to profit from these types of investments and
transactions depends on the willingness and
ability
of the counterparty to perform its obligations. If a counterparty fails to meet
its contractual obligations, a Fund may be unable to terminate or realize any
gain on the investment or transaction, resulting in a loss to the Fund. A Fund
may experience significant delays in obtaining any recovery in an insolvency,
bankruptcy, or other reorganization proceeding involving a counterparty
(including recovery of any collateral posted by it) and may obtain only a
limited recovery or may obtain no recovery in such circumstances. If the Fund
holds collateral posted by its counterparty, it may be delayed or prevented from
realizing on the collateral in the event of a bankruptcy or insolvency
proceeding relating to the counterparty. Under applicable law or contractual
provisions, including if the Fund enters into an investment or transaction with
a financial institution and such financial institution (or an affiliate of the
financial institution) experiences financial difficulties, then the Fund may in
certain situations be prevented or delayed from exercising its rights to
terminate the investment or transaction, or to realize on any collateral and may
result in the suspension of payment and delivery obligations of the parties
under such investment or transactions or in another institution being
substituted for that financial institution without the consent of the Fund.
Further, the Fund may be subject to “bail-in” risk under applicable law whereby,
if required by the financial institution's authority, the financial
institution's liabilities could be written down, eliminated or converted into
equity or an alternative instrument of ownership. A bail-in of a financial
institution may result in a reduction in value of some or all of securities and,
if the Fund holds such securities or has entered into a transaction with such a
financial security when a bail-in occurs, the Fund may also be similarly
impacted.
Downside
Risk. Each
Fund’s strategy seeks to provide returns that match those of an Underlying Asset
for Shares purchased on the first day of an Investment Period and held for the
entire Investment Period while limiting, or providing a Buffer against, downside
losses. Despite the intended Buffer, a shareholder could lose their entire
investment. In the event an investor purchases Fund shares after the first day
of an Investment Period, the buffer such Fund seeks to provide may not be
available. A Fund might not achieve its objective in certain circumstances.
ETF
Risks. Each
Fund is an ETF and, as a result of an ETF’s structure, is exposed to the
following risks:
◦APs,
Market Makers, and Liquidity Providers Concentration Risk. The
Fund may have a limited number of financial institutions that may act as APs. In
addition, there may be a limited number of market makers and/or liquidity
providers in the marketplace. To the extent either of the following events
occur, shares of a Fund may trade at a material discount to NAV and possibly
face delisting: (i) APs exit the business or otherwise become unable to
process creation and/or redemption orders and no other APs step forward to
perform these services, or (ii) market makers and/or liquidity providers
exit the business or significantly reduce their business activities and no other
entities step forward to perform their functions.
◦Cash
Redemption Risk (each Fund other than the Laddered Moderate ETF). To
the extent the Fund’s investment strategy requires it to redeem Shares for cash
or to otherwise include cash as part of its redemption proceeds, the Fund may be
required to sell or unwind portfolio investments to obtain the cash needed to
distribute redemption proceeds. This may cause the Fund to recognize a capital
gain that it might not have recognized if it had made a redemption in-kind. As a
result, the Fund may pay out higher annual capital gain distributions than if
the in-kind redemption process was used.
◦Costs
of Buying or Selling Shares of a Fund. Investors
buying or selling shares of a Fund in the secondary market will pay brokerage
commissions or other charges imposed by brokers, as determined by that broker.
Brokerage commissions are often a fixed amount and may be a significant
proportional cost for investors seeking to buy or sell relatively small amounts
of shares of a Fund. In addition, secondary market investors will also incur the
cost of the difference between the price at which an investor is willing to buy
shares of a Fund (the “bid” price) and the price at which an investor is willing
to sell shares of a Fund (the “ask” price). This difference in bid and ask
prices is often referred to as the “spread” or “bid/ask spread.” The bid/ask
spread varies over time for shares of a Fund based on trading volume and market
liquidity, and is generally lower if shares of a Fund have more trading volume
and market liquidity and higher if shares of a Fund have little trading volume
and market liquidity. Further, a relatively small investor base in the Fund,
asset swings in the Fund and/or increased market volatility may cause increased
bid/ask spreads. Due to the costs of buying or selling shares of a Fund,
including bid/ask spreads, frequent trading of shares of a Fund may
significantly reduce investment results and an investment in shares of a Fund
may not be advisable for investors who anticipate regularly making small
investments.
◦Shares
of a Fund May Trade at Prices Other Than NAV.
As with all ETFs, shares of a Fund may be bought and sold in the secondary
market at market prices. Although it is expected that the market price of the
shares of a Fund will approximate a Fund’s NAV, there may be times when the
market price and the NAV vary significantly, including due to supply and demand
of a Fund’s Shares and/or during periods of market volatility. Thus, you may pay
more (or less) than NAV intra-day when you buy Shares in the secondary market,
and you may receive more (or less) than NAV when you sell those Shares in the
secondary market. This risk is heightened in times of market volatility, periods
of steep market declines, and periods when there is limited trading activity for
Shares in the secondary market, in which case such premiums or discounts may be
significant.
◦Trading. Although
shares of a Fund are listed for trading on its applicable Exchange and may be
listed or traded on U.S. and non-U.S. stock exchanges other than its applicable
Exchange, there can be no assurance that an active trading market for such
shares of the Fund will develop or be maintained. Trading in shares of a Fund
may be halted due to market conditions or for reasons that, in the view of its
applicable Exchange, make trading in shares of such Fund inadvisable. In
addition, trading in shares of a Fund on its applicable Exchange is subject to
trading halts caused by extraordinary market volatility pursuant each Exchange’s
“circuit breaker” rules, which temporarily halt trading on such Exchange when a
decline in the S&P 500 Index during a single day reaches certain thresholds
(e.g.,
7%, 13%, and 20%). Additional rules applicable to each Exchange may halt trading
in shares of a Fund when extraordinary volatility causes sudden, significant
swings in the market price of shares of such Fund. There can be no assurance
that shares of a Fund will trade with any volume, or at all, on any stock
exchange. In stressed market conditions, the liquidity of shares of a Fund may
begin to mirror the liquidity of a Fund’s underlying portfolio holdings, which
can be significantly less liquid than shares of such Fund.
FLEX
Options Correlation Risk. The
FLEX Options held by a Fund will be exercisable at the strike price only on
their expiration date. Prior to the expiration date, the value of the FLEX
Options will be determined based upon market quotations or using other
recognized pricing methods. The value of the FLEX Options prior to the
expiration date may vary because of related factors other than the value of the
Underlying Asset. Factors that may influence the value of the FLEX Options
include interest rate changes and implied volatility levels of the Underlying
Asset, among others.
FLEX
Options Liquidity Risk. The
FLEX Options are listed on an exchange; however, there is no guarantee that a
liquid secondary trading market will exist for the FLEX Options. In the event
that trading in the FLEX Options is limited or absent, the value of the Fund’s
FLEX Options may decrease. Trading in the FLEX Options may be less deep and
liquid than certain other securities such as standardized options. The FLEX
Options may be less liquid than certain non-customized options. In a less liquid
market for the FLEX Options, liquidating the FLEX Options may require the
payment of a premium (for written FLEX Options) or acceptance of a discounted
price (for purchased FLEX Options) and may take longer to complete. In a less
liquid market for the FLEX Options, the liquidation of a large number of options
may more significantly impact the price. A less liquid trading market may
adversely impact the value of the FLEX Options and a Fund’s shares and result in
such Fund being unable to achieve its investment objective.
FLEX
Options Risk. The
OCC may be unable or unwilling to perform its obligations under the FLEX Options
contracts. Additionally, FLEX Options may be less liquid than other
exchange-traded options. The value of the FLEX Options prior to their expiration
date may vary because of factors other than fluctuations in the value of the
Underlying Asset, such as an increase in interest rates, a change in the actual
and perceived volatility of the stock market and the Underlying Asset and the
remaining time to expiration. Additionally, the value of the FLEX Options does
not increase or decrease at the same rate as the Underlying Asset or its
underlying securities.
FLEX
Options Valuation Risk. The
FLEX Options held by the Fund will be exercisable at the strike price only on
their expiration date. Prior to the expiration date, the value of the FLEX
Options will be determined based upon market quotations or using other
recognized pricing methods. The value of the FLEX Options prior to the
expiration date may vary because of related factors other than the value of the
Underlying Asset. Factors that may influence the value of the FLEX Options
include interest rate changes and implied volatility levels of the Underlying
Asset, among others. During periods of reduced market liquidity or in the
absence of readily available market quotations for the holdings of the Fund, the
ability of that Fund to value the FLEX Options becomes more difficult and the
judgment of the Fund’s investment adviser (employing the fair value procedures
adopted by the Board of Trustees of the Trust) may play a greater role in the
valuation of the Fund’s holdings due to reduced availability of reliable
objective pricing data. Consequently, while such determinations may be made in
good faith, it may nevertheless be more difficult for the Fund to accurately
assign a daily
value.
Under those circumstances, the value of the FLEX Options will require more
reliance on the investment adviser’s or sub-adviser’s judgment than that
required for securities for which there is an active trading market. This
creates a risk of mispricing or improper valuation of the FLEX Options which
could impact the value paid for shares of the Fund.
High
Portfolio Turnover Risk (Laddered
Moderate ETF only).
The
Fund has an investment strategy that may frequently involve buying and selling
portfolio securities. High portfolio turnover may result in a Fund paying higher
levels of transaction costs, including brokerage commissions, dealer mark-ups
and other costs and may generate greater tax liabilities for shareholders.
Portfolio turnover risk may cause the Fund’s performance to be less than
expected.
Investment
Period Risk. Each
Fund’s investment strategy is designed to deliver returns that match the
Underlying Asset if Shares are bought on the day on which the Fund enters into
the FLEX Options (i.e.,
the first day of an Investment Period) and held until those FLEX Options expire
at the end of the Investment Period. In the event an investor purchases Shares
after the first day of an Investment Period or sells Shares prior to the
expiration of the Investment Period, the value of that investor’s investment in
such Shares may not be buffered against a decline in the value of the Underlying
Asset and may not participate in a gain in the value of the Underlying Asset up
to the cap for the investor’s investment period.
Large-Capitalization
Investing Risk. The
securities of large-capitalization companies may be relatively mature compared
to smaller companies and therefore subject to slower growth during times of
economic expansion. Large-capitalization companies may also be unable to respond
quickly to new competitive challenges, such as changes in technology and
consumer tastes.
Management
Risk. The
Funds are subject to management risk because they are actively managed
portfolios. In managing a Fund’s investment portfolio, the portfolio manager
will apply investment techniques and risk analyses that may not produce the
desired result. There can be no guarantee that a Fund will meet its investment
objective(s), meet relevant benchmarks or perform as well as other funds with
similar objectives.
Market
Risk. Market
risk is the risk that a particular security, or Shares in general, may fall in
value. Securities are subject to market fluctuations caused by such factors as
economic, political, regulatory or market developments, changes in interest
rates, and perceived trends in securities prices. Shares could decline in value
or underperform other investments. In addition, local, regional, or global
events such as war, acts of terrorism, spread of infectious diseases or other
public health issues, recessions, or other events could have a significant
negative impact on a Fund and its investments. Such events may affect certain
geographic regions, countries, sectors, and industries more significantly than
others. Such events could adversely affect the prices and liquidity of a Fund’s
portfolio securities or other instruments and could result in disruptions in the
trading markets.
Beginning
in the first quarter of 2020, financial markets in the United States and around
the world experienced extreme and in many cases unprecedented volatility and
severe losses due to the global pandemic caused by COVID-19, a novel
coronavirus. The pandemic has resulted in a wide range of social and economic
disruptions, including closed borders, voluntary or compelled quarantines of
large populations, stressed healthcare systems, reduced or prohibited domestic
or international travel, supply chain disruptions, and so-called “stay-at-home”
orders throughout much of the United States and many other countries. The
fall-out from these disruptions has included the rapid closure of businesses
deemed “non-essential” by federal, state, or local governments and rapidly
increasing unemployment, as well as greatly reduced liquidity for certain
instruments at times. Some sectors of the economy and individual issuers have
experienced particularly large losses. Such disruptions may continue for an
extended period of time or reoccur in the future to a similar or greater extent.
It is unknown how long circumstances related to the pandemic will persist,
whether they will reoccur in the future, whether efforts to support the economy
and financial markets will be successful, and what additional implications may
follow from the pandemic. The impact of these events and other epidemics or
pandemics in the future could adversely affect Fund performance.
New
Fund Risk. The
Fund has not yet commenced investment operations. As a result, prospective
investors have no track record or history on which to base their investment
decisions. An investment in a Fund may therefore involve greater uncertainty
than an investment in a fund with an established record of performance. In
addition, there can be no assurance that a Fund will grow to or maintain an
economically viable size, in which case it could ultimately liquidate. The
Fund’s distributor does not maintain an active market in Fund
Shares.
Non-Diversification
Risk. Each
Fund is considered to be non-diversified. This means that a Fund may invest more
of its assets in the securities of a single issuer or a smaller number of
issuers than if it was a diversified Fund. As a result, the Fund may be more
exposed to the risks associated with and developments affecting an individual
issuer or a smaller number of issuers than a fund that invests more widely. This
may increase a Fund’s volatility and cause the performance of a relatively
smaller number of issuers to have a greater impact on the Fund’s
performance.
Options
Risk. The
Funds may utilize options. The use of options involves investment strategies and
risks different from those associated with ordinary portfolio securities
transactions and depends on the ability of the Fund’s portfolio manager to
forecast market movements correctly. The prices of options are influenced by,
among other things, actual and anticipated changes in the value of the
underlying instrument, or in interest or currency exchange rates, including the
anticipated volatility, which in turn are affected by fiscal and monetary
policies and by national and international political and economic events. As a
seller (writer) of a put option, the seller will tend to lose money if the value
of the reference index or security falls below the strike price. As the seller
(writer) of a call option, the seller will tend to lose money if the value of
the reference index or security rises above the strike price. As the buyer of a
put or call option, the buyer risks losing the entire premium invested in the
option if the buyer does not exercise the option. The effective use of options
also depends on the Fund’s ability to terminate option positions at times deemed
desirable to do so. There is no assurance that the Fund will be able to effect
closing transactions at any particular time or at an acceptable price. In
addition, there may at times be an imperfect correlation between the movement in
values of options and their underlying securities and there may at times not be
a liquid secondary market for certain options. Options may also involve the use
of leverage, which could result in greater price volatility than other
markets.
Other
Investment Companies Risk. A
Fund will incur higher and duplicative expenses when it invests in other
investment companies such as ETFs. There is also the risk that the Fund may
suffer losses due to the investment practices of the underlying funds. When the
Fund invests in other investment companies, the Fund will be subject to
substantially the same risks as those associated with the direct ownership of
securities held by such investment companies. Investments in ETFs are also
subject to the ETF Risks listed above.
Special
Tax Risk. Each
Fund intends to qualify as a “regulated Investment company”; however, the
federal income tax treatment of certain aspects of the proposed operations of
the Funds are not entirely clear. This includes the tax aspects of the Funds’
options strategy, the hedging strategy, the possible application of the
“straddle” rules, and various loss limitation provisions of the Internal Revenue
Code of 1986, as amended. If, in any year, a Fund fails to qualify as a
regulated investment company under the applicable tax laws, the Fund would be
taxed as an ordinary corporation. Certain options on an ETF may not qualify as
“Section 1256 contracts” under Section 1256 of the Code, and disposition of such
options will likely result in short term or long term capital gains or losses
depending on the holding period. In the event that a shareholder purchases
shares of a Fund shortly before a distribution by such Fund, the entire
distribution may be taxable to the shareholder even though a portion of the
distribution effectively represents a return of the purchase price.
Suitability
Risk. The
Fund’s unique characteristics (i.e., the imperative of holding Shares for the
entire Investment Period, the Cap and Buffer) distinguish it from other
investment products and may make it an unsuitable investment for some
investors.
Underlying
ETF Risk. Each
Fund invests, directly or indirectly, in FLEX Options that reference an ETF,
which subjects the Fund to certain of the risks of owning shares of an ETFs, as
well as the types of instruments in which the Underlying Asset invests. The
value of an ETF will fluctuate over time based on fluctuations in the values of
the securities held by the ETF, which may be affected by changes in general
economic conditions, expectations for future growth and profits, interest rates
and the supply and demand for those securities. In addition, ETFs are subject to
authorized participant concentration risk, market maker risk, premium/discount
risk, tracking error risk and trading issues risk. Brokerage, tax and other
expenses may negatively impact the performance of the Underlying ETF and, in
turn, the value of the Fund’s
shares.
An ETF that tracks an index may not exactly match the performance of the index
due to cash drag, differences between the portfolio of the ETF and the
components of the index, expenses, and other factors.
Cash
Equivalents and Short-Term Investments.
Normally, a Fund invests substantially all of its assets to meet its investment
objective. A Fund may invest the remainder of its assets in securities with
maturities of less than one year or cash equivalents, or each may hold cash. The
percentage of a Fund invested in such holdings varies and depends on several
factors, including market conditions. For more information on eligible
short-term investments, see the SAI.
Absence
of a Prior Active Market.
Although the Funds’ Shares are approved for listing on a national securities
exchange, there can be no assurance that an active trading market will develop
and be maintained for Fund Shares. There can be no assurance that a Fund will
grow to or maintain an economically viable size, in which case such Fund may
experience greater tracking error to its Index (excluding the Pacer Swan SOS
Laddered Moderate ETF) than it otherwise would at higher asset levels or the
Fund may ultimately liquidate.
Risk
of Investing in the United States. Certain
changes in the U.S. economy, such as when the U.S. economy weakens or when its
financial markets decline, may have an adverse effect on the securities to which
the Funds have exposure. A decrease in imports or exports, changes in trade
regulations, and/or an economic recession in the United States may have a
material adverse effect on the U.S. economy and the securities listed on U.S.
exchanges. Proposed and adopted policy and legislative changes in the United
States are changing many aspects of financial and other regulation and may have
a significant effect on the U.S. markets generally, as well as on the value of
certain securities. In addition, a continued rise in the U.S. public debt level
or the imposition of U.S. austerity measures may adversely affect U.S. economic
growth and the securities to which the Fund has exposure. The United States has
developed increasingly strained relations with a number of foreign countries. If
relations with certain countries continue to worsen, it could adversely affect
U.S. issuers as well as non-U.S. issuers that rely on the United States for
trade. The United States has also experienced increased internal unrest and
discord. If this trend were to continue, it may have an adverse impact on the
U.S. economy and the issuers in which the Fund invests.
Information
about each Fund’s daily portfolio holdings is available at www.PacerETFs.com. A
summarized description of each Fund’s policies and procedures with respect to
the disclosure of each Fund’s portfolio holdings is available in the Funds’
Statement of Additional Information (“SAI”).
The
Funds are series of Pacer Funds Trust (the “Trust”), a Delaware statutory trust,
which is overseen by a board of trustees.
Investment
Adviser
The
Adviser has overall responsibility for the general management and administration
of the Trust and each of its separate investment portfolios. The Adviser is a
registered investment adviser with offices located at 500 Chesterfield Parkway,
Malvern, Pennsylvania 19355. The Adviser has managed ETFs since 2015. The
Adviser also arranges for sub-advisory, transfer agency, custody, fund
administration, securities lending, and all other related services necessary for
each Fund to operate. For its services, the Adviser receives a fee from each
Fund, calculated daily and paid monthly, based on a percentage of each Fund’s
average daily net assets, as shown in the following table:
|
|
|
|
|
| |
| Name
of Fund |
Management Fee |
| Pacer
Swan SOS Moderate (February) ETF |
0.49% |
| Pacer
Swan SOS Moderate (March) ETF |
0.49% |
| Pacer
Swan SOS Moderate (May) ETF |
0.49% |
| Pacer
Swan SOS Moderate (June) ETF |
0.49% |
| Pacer
Swan SOS Moderate (August) ETF |
0.49% |
| Pacer
Swan SOS Moderate (September) ETF |
0.49% |
| Pacer
Swan SOS Moderate (November) ETF |
0.49% |
| Pacer
Swan SOS Moderate (December) ETF |
0.49% |
| Pacer
Swan SOS Laddered Moderate ETF |
0.10% |
Under
the Investment Advisory Agreement between the Adviser and the Trust, on behalf
of the Funds (the “Investment Advisory Agreement”), the Adviser has agreed to
pay all expenses of each Fund, except for: the fee paid to the Adviser pursuant
to the Investment Advisory Agreement, interest charges on any borrowings, taxes,
brokerage commissions and other expenses incurred in placing orders for the
purchase and sale of securities and other investment instruments, acquired fund
fees and expenses, accrued deferred tax liability, extraordinary expenses, and
any distribution (12b-1) fees and expenses. The Adviser, in turn, compensates
the sub-adviser from the management fee it receives.
The
basis for the Board of Trustees’ approval of the Investment Advisory Agreement
for the Funds will be available in the Funds’ first Annual or Semi-Annual Report
to shareholders.
Manager-of-Managers
Arrangement
Section
15(a) of the 1940 Act requires that all contracts pursuant to which persons
serve as investment advisers to investment companies be approved by
shareholders. This requirement also applies to the appointment of sub-advisers
to each Fund. The Trust and the Adviser have received exemptive relief from the
SEC (the “Order”), which permits the Adviser, on behalf of the Fund and subject
to the approval of the Board, including a majority of the independent members of
the Board, to hire, and to modify any existing or future subadvisory agreement
with, unaffiliated sub-advisers and affiliated sub-advisers, including
sub-advisers that are wholly-owned subsidiaries (as defined in the 1940 Act) of
the Adviser or its parent company and sub-advisers that are partially-owned by,
or otherwise affiliated with, the Adviser or its parent company (the
“Manager-of-Managers Structure”). The Adviser has the ultimate responsibility,
subject to oversight by the Board, to oversee a sub-adviser and recommend their
hiring, termination, and replacement. The Order also provides relief from
certain disclosure obligations with regard to sub-advisory fees. With this
relief, the Funds may elect to disclose the aggregate fees payable to the
Adviser and wholly-owned sub-advisers and the aggregate fees payable to
unaffiliated sub-advisers and sub-advisers affiliated with Adviser or its parent
company, other than wholly-owned sub-advisers. The Order is subject to various
conditions, including that the Fund will notify shareholders and provide them
with certain information required by the Order within 90 days of hiring a new
sub-adviser. The Funds may also rely on any other current or future laws, rules
or regulatory guidance from the SEC or its staff applicable to the
Manager-of-Managers Structure. The sole initial shareholder of each Fund has
approved the operation of the Funds under a Manager-of-Managers Structure with
respect to any affiliated or unaffiliated subadviser, including in the manner
that is permitted by the Order.
The
Manager-of-Managers Structure enables the Funds to operate with greater
efficiency by not incurring the expense and delays associated with obtaining
shareholder approvals for matters relating to sub-advisers or sub-advisory
agreements. Operation of the Funds under the Manager-of-Managers Structure will
not permit management fees paid by the Funds to the Adviser to be increased
without shareholder approval. Shareholders will be notified of any changes made
to the sub-advisers or material changes to sub-advisory agreements within 90
days of the change.
The
Adviser and its affiliates may have other relationships, including significant
financial relationships, with current or potential sub-advisers or their
affiliates, which may create a conflict of interest. However, in making
recommendations to the Board to appoint or to change a sub-adviser, or to change
the terms of a sub-advisory agreement, the Adviser considers the sub-adviser’s
investment process, risk management, and historical performance with the goal of
retaining sub-advisers for the Fund that the Adviser believes are skilled and
can deliver appropriate risk-adjusted returns over a full market cycle.
The
Adviser does not consider any other relationship it or its affiliates may have
with a sub-adviser or its affiliates, and the Adviser discloses to the Board the
nature of any material relationships it has with a sub-adviser or its affiliates
when making recommendations to the Board to appoint or to change a sub-adviser,
or to change the terms of a sub-advisory agreement.
Sub-Adviser
The
Adviser has retained Swan to serve as sub-adviser for the Funds. Swan is
responsible for the day-to-day management of each Fund. Swan, a registered
investment adviser, is located at 20 Ridge Top Palmas Del Mar, Humacao, PR
00791. Swan was established in 2014 for the purpose of managing mutual funds,
and other funds or accounts. As of October 31, 2025, it had approximately
$2.3 billion in assets under management.
For
its services, the Adviser has agreed to pay an annual sub-advisory fee to Swan
in an amount based, at least in part, on each Fund’s average daily net assets.
The Adviser is responsible for paying the entirety of Swan’s sub-advisory fee.
The Funds do not directly pay Swan.
The
basis for the Board of Trustees’ approval of the Sub-Advisory Agreement for the
Funds will be available in the Funds’ first Annual or Semi-Annual Report to
shareholders.
Portfolio
Manager
Each
Fund is managed on a day to day basis by Chris Hausman as the Portfolio Manager
of the Sub-Adviser (the “Portfolio Manager”).
Chris
Hausman serves as a Portfolio Manager of the Sub-Adviser, with responsibility
for risk management and assisting in the daily operations and trading for all
Defined Risk Strategy investments and positions. Prior to joining the
Sub-Adviser in 2015, Mr. Hausman served in various roles at Saliba Portfolio
Management, including Senior Portfolio Manager, Chief Portfolio Strategist and
Director of Trading Operations. Mr. Hausman is a graduate of University of
Pennsylvania’s Wharton School of Business with a BS in Economics, and is also a
Chartered Market Technician (CMT) and a Chartered Alternative Investment Analyst
(CAIA).
The
SAI provides additional information about the Portfolio Manager’s compensation
structure, other accounts managed by the Portfolio Manager, and the Portfolio
Manager’s ownership of Shares of each Fund.
Most
investors will buy and sell Shares of the Funds through brokers. Shares of each
Fund trade on the Exchange and elsewhere during the trading day and can be
bought and sold throughout the trading day like other shares of publicly traded
securities.
When
buying or selling Shares through a broker, most investors will incur customary
brokerage commissions and charges. Shares of each Fund trade under the trading
symbol listed on the cover of this Prospectus. Only APs who have entered into
agreements with the Funds’ distributor may acquire Shares directly from a Fund,
and only APs may tender their Shares for redemption directly to each Fund, at
NAV in Creation Units. Once created, Shares trade in the secondary market in
amounts less than a Creation Unit.
Share
Trading Prices
Transactions
in each Fund’s Shares will be priced at NAV only if you purchase Shares directly
from each Fund in Creation Units. As with other types of securities, the trading
prices of Shares in the secondary market can be affected by market forces such
as supply and demand, economic conditions and other factors. The price you pay
or receive when you buy or sell your Shares in the secondary market may be more
or less than the NAV of such Shares.
The
approximate value of Shares of each Fund is disseminated every 15 seconds
throughout the trading day by the Exchange or by other information providers.
This approximate value should not be viewed as a real-time update of each Fund’s
NAV, because (i) the approximate value may not be calculated in the same manner
as the NAV, which is computed once a day, generally at the end of the business
day; (ii) the calculation of NAV may be subject to fair valuation at different
prices than those used in the calculations of the approximate value; (iii)
unlike the calculation of NAV, the approximate value does not take into account
Fund expenses; and (iv) the approximate value is based on the published basket
of portfolio securities and/or a designated amount of U.S. cash and not on the
Fund’s actual holdings. The
approximate
value is not related to the price at which a Fund’s Shares are trading on the
Exchange and is different from the Fund’s NAV. The approximate value
calculations are based on local market prices and may not reflect events that
occur subsequent to the local market’s close, which could affect premiums and
discounts between the approximate value and the market price of a Fund’s Shares.
The Funds, the Adviser, the Sub-Adviser, the Funds’ distributor, the Funds’
administrator and their affiliates are not involved in, or responsible for, the
calculation or dissemination of the approximate value, and the Funds, the
Adviser, the Sub-Adviser, the Funds’ distributor, the Funds’ administrator and
their affiliates do not make any warranty as to the accuracy of the approximate
value.
Determination
of Net Asset Value
The
NAV of each Fund’s Shares is calculated each day the New York Stock Exchange
(“NYSE”) is open for trading as of the close of regular trading on the NYSE,
generally 4:00 p.m. Eastern Time (the “NAV Calculation Time”). If the NYSE
closes before 4:00 p.m. Eastern Time, as it occasionally does, the NAV
Calculation Time will be the time the NYSE closes. Each Fund’s NAV per share is
calculated by dividing the Fund’s net assets by the number of Fund Shares
outstanding.
In
calculating its NAV, each Fund generally values its assets on the basis of
market quotations, last sale prices, or estimates of value furnished by a
pricing service or brokers who make markets in such instruments. Debt
obligations with maturities of 60 days or less are valued at amortized
cost.
Fair
Value Pricing
The
Adviser has been designated by the Board as the valuation designee for each Fund
pursuant to Rule 2a-5 under the 1940 Act. In its capacity as valuation designee,
the Adviser has adopted procedures and methodologies to fair value Fund
securities whose market prices are not “readily available” or are deemed to be
unreliable. For example, such circumstances may arise when: (i) a security has
been de-listed or has had its trading halted or suspended; (ii) a security’s
primary pricing source is unable or unwilling to provide a price; (iii) a
security’s primary trading market is closed during regular market hours; or (iv)
a security’s value is materially affected by events occurring after the close of
the security’s primary trading market. The Board has appointed the Adviser as
the Fund’s valuation designee to perform all fair valuations of the Fund’s
portfolio investments, subject to the Board’s oversight. Accordingly, the
Adviser has established procedures for its fair valuation of the Fund’s
portfolio investments. Generally, when fair valuing a security held by the Fund,
the Adviser will take into account all reasonably available information that may
be relevant to a particular valuation including, but not limited to, fundamental
analytical data regarding the issuer, information relating to the issuer’s
business, recent trades or offers of the security, general and/or specific
market conditions and the specific facts giving rise to the need to fair value
the security. Fair value determinations are made in good faith and in accordance
with the fair value methodologies established by the Adviser and approved by the
Board. Due to the subjective and variable nature of determining the fair value
of a security or other investment, there can be no assurance that the Adviser’s
fair value will match or closely correlate to any market quotation that
subsequently becomes available or the price quoted or published by other
sources. In addition, the Fund may not be able to obtain the fair value assigned
to the security upon the sale of such security.
Dividends
and Distributions
The
Funds expect to pay out dividends, if any, at least annually. Nonetheless, each
Fund may make more frequent dividend payments. Each Fund expects to distribute
its net realized capital gains to investors annually. Each Fund occasionally may
be required to make supplemental distributions at some other time during the
year. Distributions in cash may be reinvested automatically in additional whole
Shares only if the broker through whom you purchased Shares makes such option
available. Your broker is responsible for distributing the income and capital
gain distributions to you.
Book
Entry
Shares
of each Fund are held in book-entry form, which means that no stock certificates
are issued. The Depository Trust Company (“DTC”) or its nominee is the record
owner of all outstanding Shares of each Fund.
Investors
owning Shares of each Fund are beneficial owners as shown on the records of DTC
or its participants. DTC serves as the securities depository for all Shares of
each Fund. Participants include DTC, securities brokers and dealers, banks,
trust companies, clearing corporations, and other institutions that directly or
indirectly maintain a custodial
relationship
with DTC. As a beneficial owner of Shares, you are not entitled to receive
physical delivery of stock certificates or to have Shares registered in your
name, and you are not considered a registered owner of Shares. Therefore, to
exercise any right as an owner of Shares, you must rely upon the procedures of
DTC and its participants. These procedures are the same as those that apply to
any securities that you hold in book-entry or “street name” form. Your broker
will provide you with account statements, confirmations of your purchases and
sales, and tax information.
Delivery
of Shareholder Documents – Householding
Householding
is an option available to certain investors of each Fund. Householding is a
method of delivery, based on the preference of the individual investor, in which
a single copy of certain shareholder documents can be delivered to investors who
share the same address, even if their accounts are registered under different
names. Householding for each Fund is available through certain broker-dealers.
If you are interested in enrolling in householding and receiving a single copy
of prospectuses and other shareholder documents, please contact your
broker-dealer. If you are currently enrolled in householding and wish to change
your householding status, please contact your broker-dealer.
Frequent
Purchases and Redemptions of Fund Shares
Each
Fund imposes no restrictions on the frequency of purchases and redemptions of
Fund Shares. In determining not to impose such restrictions, the Board evaluated
the risks of market timing activities by Fund shareholders. Purchases and
redemptions by APs, who are the only parties that may purchase or redeem Shares
directly with a Fund, are an essential part of the ETF process and help keep
Fund Share trading prices in line with NAV. As such, each Fund accommodates
frequent purchases and redemptions by APs. However, the Board has also
determined that frequent purchases and redemptions for cash may increase
tracking error and portfolio transaction costs and may lead to the realization
of capital gains. To minimize these potential consequences of frequent purchases
and redemptions, each Fund imposes transaction fees on purchases and redemptions
of Creation Units to cover the custodial and other costs incurred by the Fund in
effective trades. In addition, each Fund and the Adviser reserve the right to
reject any purchase order at any time.
Investments
by Registered Investment Companies
Section 12(d)(1)
of the 1940 Act restricts investments by registered investment companies in the
securities of other investment companies, including shares of each Fund.
Registered investment companies are permitted to invest in each Fund beyond the
limits set forth in section 12(d)(1), subject to certain terms and conditions
set forth in Rule 12d1-4 under the 1940 Act, including that such investment
companies enter into an agreement with the applicable Fund.
The
following discussion is a summary of some important U.S. federal income tax
considerations generally applicable to investments in the Funds. Your investment
in the Funds may have other tax implications. Please consult your tax advisor
about the tax consequences of an investment in Fund Shares, including the
possible application of foreign, state, and local tax laws.
The
Funds intend to qualify each year for treatment as a regulated investment
company (“RIC”). If it meets certain minimum distribution requirements, a RIC is
not subject to tax at the fund level on income and gains from investments that
are timely distributed to shareholders. However, a Fund’s failure to qualify as
a RIC or to meet minimum distribution requirements would result (if certain
relief provisions were not available) in fund-level taxation and, consequently,
a reduction in income available for distribution to shareholders.
Unless
you are a tax-exempt entity or your investment in Fund Shares is made through a
tax advantaged retirement account, such as an IRA, you need to be aware of the
possible tax consequences when:
•A
Fund makes distributions;
•You
sell Fund Shares; and
•You
purchase or redeem Creation Units (institutional investors only).
Taxes
on Distributions
Tax
reform legislation commonly known as the Tax Cuts and Jobs Act (the “Tax Act”)
was enacted on December 22, 2017. The Tax Act made significant changes to the
U.S. federal income tax rules for individuals and corporations,
generally
effective for taxable years beginning after December 31, 2017. The application
of certain provisions of the Tax Act is uncertain, and the changes in the act
may have indirect effects on the Funds, its investments and its shareholders
that cannot be predicted. For federal income tax purposes, distributions of
investment income are generally taxable as ordinary income or “qualified
dividend income.” Taxes on distributions of capital gains (if any) depend on how
long a Fund owned the assets that generated them, rather than how long a
shareholder has owned his or her Fund Shares. Sales of assets held by a Fund for
more than one year generally result in long-term capital gains and losses, and
sales of assets held by a Fund for one year or less generally result in
short-term capital gains and losses. Distributions of a Fund’s net capital gain
(the excess of net long-term capital gains over net short-term capital losses)
that are properly reported by the Fund as capital gain dividends (“Capital Gain
Dividends”) are taxable as long-term capital gains. For noncorporate
shareholders, long-term capital gains are generally subject to tax at reduced
rates and currently set at a maximum rate of 20%. Distributions of short-term
capital gain are generally taxable as ordinary income. Distributions of
investment income reported by a Fund as derived from “qualified dividend income”
will be taxed at long term capital gain rates for non-corporate shareholders.
U.S.
individuals with income exceeding specified thresholds are subject to a 3.8%
Medicare contribution tax on all or a portion of their “net investment income,”
which includes interest, dividends, and certain capital gains (generally
including capital gain distributions and capital gains realized on the sale or
exchange of Fund Shares).
In
general, your distributions are subject to federal income tax for the year in
which they are paid. Certain distributions paid in January, however, may be
treated as paid on December 31 of the prior year. Distributions are
generally taxable even if they are paid from income or gains earned by the Funds
before your investment (and thus were included in the Fund Shares’ NAV when you
purchased your Fund Shares).
A
Fund may include a payment of cash in addition to, or in place of, the delivery
of a basket of securities upon the redemption of Creation Units. The Funds may
sell portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause the Funds to recognize investment income and/or capital
gains or losses that it might not have recognized if it had completely satisfied
the redemption in-kind. As a result, the Funds may be less tax efficient if it
includes such a cash payment in the proceeds paid upon the redemption of
Creation Units.
Nonresident
aliens, foreign corporations and other foreign shareholders in the Funds will
generally be exempt from U.S. federal income tax on Capital Gain Dividends. The
exemption may not apply, however, if the investment in a Fund is connected to a
trade or business for the foreign shareholder in the United States or if the
foreign shareholder is present in the United States for 183 days or more in a
year and certain other conditions are met.
Distributions
(other than Capital Gain Dividends) paid to individual shareholders that are
neither citizens nor residents of the U.S. or to foreign entities will generally
be subject to a U.S. withholding tax at the rate of 30%, unless a lower treaty
rate applies. The Funds may, under certain circumstances, report all or a
portion of a dividend as an “interest-related dividend” or a “short-term capital
gain dividend,” which would generally be exempt from this 30% U.S. withholding
tax, provided certain other requirements are met. Short-term capital gain
dividends received by a nonresident alien individual who is present in the U.S.
for a period or periods aggregating 183 days or more during the taxable year are
not exempt from this 30% withholding tax. Gains realized by foreign shareholders
from the sale or other disposition of Shares of a Fund generally are not subject
to U.S. taxation, unless the recipient is an individual who is physically
present in the U.S. for 183 days or more per year.
The
Funds (or a financial intermediary, such as a broker, through which shareholders
own Fund Shares) generally are required to withhold and to remit to the US
Treasury a percentage of the taxable distributions and the sale or redemption
proceeds paid to any shareholder who fails to properly furnish a correct
taxpayer identification number, who has under-reported dividend or interest
income, or who fails to certify that he, she or it is not subject to such
withholding.
A
U.S. withholding tax at a 30% rate will be imposed on dividends effective July
1, 2014 (and proceeds of sales in respect of Fund Shares (including certain
capital gain dividends) received by Fund shareholders beginning after December
31, 2018) for shareholders who own their Shares through foreign accounts or
foreign intermediaries if certain disclosure requirements related to U.S.
accounts or ownership are not satisfied. The Funds will not pay any additional
amounts in respect to any amounts withheld.
To
the extent a Fund invests in foreign securities, it may be subject to foreign
withholding taxes with respect to dividends or interest the Fund received from
sources in foreign countries. If more than 50% of the total assets of a Fund
consists of foreign securities, such Fund will be eligible to elect to treat
some of those taxes as a distribution to shareholders, which would allow
shareholders to offset some of their U.S. federal income tax. The Funds (or its
administrative agent) will notify you if it makes such an election and provide
you with the information necessary to reflect foreign taxes paid on your income
tax return.
Taxes
When Fund Shares Are Sold
Any
capital gain or loss realized upon a sale of Fund Shares is generally treated as
a long-term gain or loss if the Shares have been held for more than one year.
Any capital gain or loss realized upon a sale of Fund Shares held for one year
or less is generally treated as a short-term gain or loss, except that any
capital loss on a sale of Shares held for six months or less is treated as
long-term capital loss to the extent that Capital Gain Dividends were paid with
respect to such Shares. The ability to deduct capital losses may be limited
depending on your circumstances.
A
foreign shareholder will generally not be subject to U.S. tax on gains realized
on sales or exchange of Fund Shares unless the investment in a Fund is connected
to a trade or business of the investor in the United States or if the
shareholder is present in the United States for 183 days or more in a year and
certain other conditions are met. All foreign shareholders should consult their
own tax advisors regarding the tax consequences in their country of residence of
an investment in a Fund.
Creation
and Redemption Units
An
Authorized Participant who exchanges securities for Creation Units generally
will recognize a gain or a loss. The gain or loss will be equal to the
difference between the market value of the Creation Units at the time and the
sum of the exchanger’s aggregate basis in the securities surrendered plus the
amount of cash paid for such Creation Units. A person who redeems Creation Units
will generally recognize a gain or loss equal to the difference between the
exchanger’s basis in the Creation Units and the sum of the aggregate market
value of any securities received plus the amount of any cash received for such
Creation Units. The Internal Revenue Service, however, may assert that a loss
realized upon an exchange of securities for Creation Units cannot be deducted
currently under the rules governing “wash sales,” or on the basis that there has
been no significant change in economic position.
Any
capital gain or loss realized upon the creation of Creation Units will generally
be treated as long-term capital gain or loss if the securities exchanged for
such Creation Units have been held for more than one year. Any capital gain or
loss realized upon the redemption of Creation Units will generally be treated as
long-term capital gain or loss if the Shares comprising the Creation Units have
been held for more than one year. Otherwise, such capital gains or losses will
be treated as short-term capital gains or losses. Persons purchasing or
redeeming Creation Units should consult their own tax advisors with respect to
the tax treatment of any creation or redemption transaction.
The
Funds have the right to reject an order for Creation Units if the purchaser (or
group of purchasers) would, upon obtaining the Shares so ordered, own 80% or
more of the outstanding Shares of the Fund and if, pursuant to section 351 of
the Internal Revenue Code, the Fund would have a basis in the deposit securities
different from the market value of such securities on the date of deposit. The
Funds also have the right to require information necessary to determine
beneficial Share ownership for purposes of the 80% determination.
The
foregoing discussion summarizes some of the possible consequences under current
federal tax law of an investment in the Funds. It is not a substitute for
personal tax advice. You also may be subject to state and local tax on Fund
distributions and sales of Shares. Consult your personal tax advisor about the
potential tax consequences of an investment in Shares under all applicable tax
laws. For more information, please see the section entitled “Federal Income
Taxes” in the SAI.
State
and Local Taxes
Shareholders
may also be subject to state and local taxes on income and gain attributable to
your ownership of Fund Shares. State income taxes may not apply, however, to the
portions of a Fund’s distributions, if any, that are attributable to interest
earned by a Fund on U.S. government securities. You should consult your tax
professional regarding the tax status of distributions in your state and
locality.
The
Distributor, Pacer Financial, Inc., is a broker-dealer registered with the U.S.
Securities and Exchange Commission. The Distributor distributes Creation Units
for each Fund on an agency basis and does not maintain a secondary market in
Shares. The Distributor has no role in determining the policies of each Fund or
the securities that are purchased or sold by each Fund. The Distributor’s
principal address is 500 Chesterfield Parkway, Malvern, Pennsylvania 19355. The
Distributor is an affiliate of the Adviser.
The
Board has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule
12b-1 under the 1940 Act. In accordance with the Plan, each Fund is authorized
to pay an amount up to 0.25% of its average daily net assets each year for
certain distribution-related activities and shareholder services.
No
Rule 12b-1 fees are currently paid by the Funds, and there are no plans to
impose these fees. However, in the event Rule 12b-1 fees are charged in the
future, because the fees are paid out of a Fund’s assets, over time these fees
will increase the cost of your investment and may cost you more than certain
other types of sales charges.
Information
regarding how often Shares of each Fund traded on the Exchange at a price above
(i.e.,
at a premium) or below (i.e.,
at a discount) the NAV of the fund will be available in the future on the Funds’
website at www.PacerETFs.com.
Shares
of each Fund are not sponsored, endorsed, or promoted by the Exchange. The
Exchange makes no representation or warranty, express or implied, to the owners
of the shares of the Funds or any member of the public regarding the ability of
the Funds to track stock market performance. The Exchange is not responsible
for, nor has it participated in, the determination of the timing of, prices of,
or quantities of the shares of each Fund to be issued, nor in the determination
or calculation of the equation by which the Shares are redeemable. The Exchange
has no obligation or liability to owners of the shares of each Fund in
connection with the administration, marketing, or trading of the shares of each
Fund.
Financial
information is not available because the Funds have not commenced operation
prior to the date of this Prospectus.
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Adviser |
Pacer
Advisors, Inc.
500
Chesterfield Parkway
Malvern,
Pennsylvania 19355 |
Distributor |
Pacer
Financial, Inc.
500
Chesterfield Parkway,
Malvern,
Pennsylvania 19355 |
| Sub-Adviser |
Swan
Global Management, LLC
20
Ridge Top Palmas Del Mar
Humacao,
PR 00791 |
Fund
Accountant, Administrator and Transfer Agent |
U.S.
Bank Global Fund Services
615
East Michigan Street Milwaukee, Wisconsin 53202 |
|
Custodian |
U.S.
Bank National Association
1555
N. Rivercenter Drive
Milwaukee,
Wisconsin 53212 |
Legal
Counsel |
Practus
LLP
11300
Tomahawk Creek Parkway
Suite
310
Leawood,
Kansas 66211 |
|
Independent
Registered Public Accounting Firm |
Sanville
& Company
2617
Huntingdon Pike
Huntingdon
Valley, Pennsylvania 19006 |
| |
The
Trust’s current SAI provides additional detailed information about each Fund. A
current SAI dated April 30, 2026, as supplemented from time to time, is on file
with the SEC and is herein incorporated by reference into this
Prospectus.
Additional
information about each Fund’s investments is available in the Funds’ annual and
semi-annual reports to shareholders and in Form N-CSR (when available). In the
annual report you will find a discussion of the market conditions and investment
strategies that significantly affected each Fund’s performance for the fiscal
year. In Form N-CSR, you will find the Funds’ annual and semi-annual financial
statements.
To
make shareholder inquiries, for more detailed information on each Fund, or to
request the SAI or annual or semi-annual shareholder reports (once available)
free of charge, please:
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Call: |
1-800-617-0004 Monday
through Friday 8:00 a.m. – 5:00 p.m. (Central time) |
| Visit: |
www.PacerETFs.com |
Shareholder
reports and other information about the Funds are also available:
•Free
of charge from the SEC’s EDGAR database on the SEC’s website at
http://www.sec.gov; or
No
person is authorized to give any information or to make any representations
about each Fund and its Shares not contained in this Prospectus and you should
not rely on any other information. Read and keep this Prospectus for future
reference.
(The
Trust’s SEC Investment Company Act file number is 811-23024)