TRANSFER
AGENCY AND SERVICES AGREEMENT
THIS
AGREEMENT is made as of October 27, 2025, between the PFS Funds, a Massachusetts business trust (the “Trust”), and Paralel
Technologies LLC, a Delaware limited liability company (“Paralel”).
WHEREAS,
the Trust is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment
company, consisting of multiple series;
WHEREAS,
Paralel provides certain transfer agency services to series of such registered investment companies; and
WHEREAS,
the Trust, on behalf of the series listed in Appendix C (each a “Fund” or collectively, the “Funds”),
desires to appoint ▇▇▇▇▇▇▇ as the Funds’ transfer agent, dividend disbursing agent and agent in connection with certain other activities,
and Paralel desires to accept such appointment.
NOW,
THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows.
| 1. | Paralel
Appointment and Duties. |
| a. | The
Trust, on behalf of the Funds, appoints Paralel to provide the transfer agent and other specified
services set forth in Appendix A hereto (the “Services”), as amended from
time to time, upon the terms and conditions hereinafter set forth. Paralel hereby accepts
such appointment and agrees to furnish such specified Services. Paralel shall for all purposes
be deemed to be an independent contractor and shall, except as otherwise expressly authorized
in this Agreement, have no authority to act for or represent the Trust in any way or otherwise
be deemed an agent of the Trust. |
| b. | Paralel
may employ or associate itself with a person or persons or organizations as Paralel believes
to be desirable in the performance of its duties hereunder; provided that, in such event,
the compensation of such person or persons or organizations shall be paid by and be the sole
responsibility of Paralel, and the Trust shall bear no cost or obligation with respect thereto;
and provided further that Paralel shall not be relieved of any of its obligations under this
Agreement in such event and shall be responsible for all acts of any such person or persons
or organizations taken in furtherance of this Agreement to the same extent it would be for
its own acts. |
| 2. | Paralel
Compensation; Expenses. |
| a. | In
consideration for the Services to be performed hereunder by ▇▇▇▇▇▇▇, the Trust, on behalf
of the Funds, shall pay Paralel the fees listed in Appendix B hereto. Notwithstanding
anything to the contrary in this Agreement, fees billed for the Services to be performed
by Paralel under this Agreement are based on information provided by the Trust and such fees
are subject to renegotiation between the parties to the extent such information is determined
to be materially different from what the Trust originally provided to Paralel, as reasonably
determined by ▇▇▇▇▇▇▇. On January 1 of each year, all fees set forth in Appendix B or otherwise
in this Agreement shall be increased by a cost of living adjustment equal to the greater
of (i) three percent (3%) or (ii) the percentage increase in the Consumer Price Index published
by the Bureau of Labor and Statistics of the United States Department of Labor, for the geographic
location Denver-Aurora-Lakewood, CO region for the twelve-month period ending with the latest
published month preceding January 1st (the “CPI”) plus one and one
half percent (1.5%). Paralel will provide notice to the Trust of the amount of such any such
CPI adjustment at; promptly following; or prior to its implementation. Any CPI adjustment
not charged in any given year may be included in prospective CPI fee adjustments in future
years. |
| b. | Paralel
will bear all expenses in connection with the performance of its services under this Agreement,
except as otherwise provided herein or in Appendix B. Paralel will not bear any of the costs
of Trust personnel or Trust |
expenses
unrelated to the performance of the Services described herein. All Trust expenses incurred shall be borne by the Trust or a Fund’s
investment adviser, including, but not limited to, initial organization and offering expenses; litigation expenses; taxes; costs of preferred
shares; expenses of conducting repurchase offers for the purpose of repurchasing Trust shares; administrative and accounting expenses;
custodial expenses; interest; Trust directors’ fees; brokerage fees and commissions; state and federal registration fees; advisory
fees; insurance premiums; fidelity bond premiums; Trust and investment advisory related legal expenses; costs of maintenance of Trust
existence; printing and delivery of materials in connection with meetings of the Trust’s directors; printing and mailing of shareholder
reports, prospectuses, statements of additional information, other offering documents, supplements, proxy materials, and other communications
to shareholders; securities pricing data and expenses in connection with electronic filings with the U.S. Securities and Exchange Commission
(the “SEC”).
| c. | The
Trust agrees to pay all amounts due hereunder within thirty (30) days of receipt of each
invoice. Except as provided in Appendix B, Paralel shall bill fees monthly, and out-of-pocket
expenses as incurred (unless prepayment is requested by Paralel). Any invoices not paid within
thirty (30) days of the invoice date are subject to a one percent (1%) per month financing
charge on any unpaid balance to the extent permitted by law. |
| 3. | Right
to Receive Advice. |
| a. | Advice
of the Trust and Service Providers. If Paralel is in doubt as to any action it should
or should not take, Paralel may request directions, advice or instructions from the Trust
or a Fund’s investment adviser or, as applicable, the Trust’s custodian or other
service providers. |
| b. | Advice
of Counsel. If ▇▇▇▇▇▇▇ is in doubt as to any question of law pertaining to any action
it should or should not take, ▇▇▇▇▇▇▇ may request advice from counsel of its own choosing
(who may be counsel for the Trust, a Fund’s investment adviser, or Paralel, at the
option of Paralel). |
| c. | Conflicting
Advice. In the event of a conflict between directions, advice or instructions Paralel
receives from the Trust or any authorized service provider on behalf of the Trust and the
advice Paralel receives from counsel, the Trust and Paralel shall mutually agree upon the
directions, advice or instructions to follow. |
| 4. | Standard
of Care; Limitation of Liability; Indemnification. |
| a. | Paralel
shall be obligated to act in good faith and to exercise commercially reasonable care and
diligence in the performance of its duties under this Agreement. |
| b. | In
the absence of willful misfeasance, bad faith, gross negligence or reckless disregard by
Paralel in the performance of its duties, obligations or responsibilities set forth in this
Agreement, Paralel and its affiliates, including their respective officers, directors, agents
and employees, shall not be liable for, and the Trust agrees to indemnify, defend and hold
harmless such persons from, all taxes, charges, expenses, disbursements, assessments, claims,
losses, damages, penalties, actions, suits, judgments and liabilities (collectively, a “Loss”
or “Losses”) (including, without limitation, reasonable attorneys’ fees
and disbursements and liabilities arising under applicable federal and state laws) arising
directly or indirectly from the following: |
| i. | the
inaccuracy of any factual information furnished to Paralel by the Trust, a Fund’s investment
adviser or custodian or any third party on behalf of the Trust; |
| ii. | ▇▇▇▇▇▇▇’s
reliance on any instruction, direction, notice, instrument or other information provided
by the Trust, a Fund, a Fund’s investment adviser or custodian or any authorized third
party on behalf of the Trust, a Fund, or on behalf of a shareholder of the Funds, that Paralel
reasonably believes to be genuine; |
| iii. | any
reasonable error of judgment or mistake of law of Paralel related to any loss suffered by
the Trust in connection with the matters to which this Agreement relates; |
| iv. | failure
to satisfy requests to cancel or amend payment orders, or to detect any erroneous payment
order; |
| v. | lost
interest with respect to the refundable amount of an unauthorized payment order; |
| vi. | loss
of data or service interruptions caused by equipment failure (provided that, if such equipment
is under Paralel’s control, reasonable care has been taken to maintain such equipment);
or |
| vii. | any
other action or omission to act which ▇▇▇▇▇▇▇ takes in connection with the provision of the
Services to the Trust. |
Without
limiting the generality of the foregoing, any Loss incurred by any party to the Agreement, or any other party, including a current or
former Fund shareholder, as a result of fraud, mistake or error by a Shareholder, Paralel, or other person ("Fraud Loss"),
shall, as between Paralel and the Trust, be the responsibility and liability of the Trust, if in connection with all related purchase,
repurchase and/or redemption transactions, Paralel either complied materially with its written procedures applicable to such transactions
("Applicable Procedures"), or otherwise operated without willful misfeasance, bad faith, gross negligence or reckless disregard.
| c. | Paralel
shall indemnify and hold harmless the Trust, and their respective officers, trustees, directors,
agents and employees from and against any and all Losses (including, without limitation,
attorneys’ fees and disbursements and liabilities arising under applicable federal
and state laws) arising directly from ▇▇▇▇▇▇▇’s willful misfeasance, bad faith, gross
negligence or reckless disregard in the performance of its duties, obligations or responsibilities
set forth in this Agreement, except as otherwise set forth in Section 4(b). |
| d. | Notwithstanding
anything in this Agreement to the contrary, (i) no party shall be liable under this Agreement
to the other party hereto, or to any other party, for any punitive, consequential, special
or indirect losses or damages; (ii) Paralel will not be liable for any trading losses, lost
revenues, lost profits, whether or not such damages were foreseeable or Paralel was advised
of the possibility thereof, and (iii) the maximum cumulative amount of liability of Paralel
to the Trust, any Funds, and all persons or entities making a claim arising out of the subject
matter of, or in any way related to, this Agreement shall not exceed the aggregate fees paid
by such Fund to Paralel under this Agreement for the most recent 12 months immediately preceding
the date of the event giving rise to the claim. |
| e. | In
any case in which a party (the “Indemnifying Party”) may be asked to indemnify
or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party
will notify the Indemnifying Party promptly after identifying any situation which it believes
presents or appears likely to present a claim for indemnification against the Indemnifying
Party although the failure to do so shall not prevent recovery by the Indemnified Party and
shall keep the Indemnifying Party advised with respect to all developments concerning such
situation. The Indemnifying Party shall have the option to defend the Indemnified Party against
any claim which may be the subject of this indemnification, and, in the event that the Indemnifying
Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party
and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party
shall take over complete defense of the claim and the Indemnified Party shall sustain no
further legal or other expenses in respect of such claim. The Indemnified Party will not
confess any claim or make any compromise in any case in which the Indemnifying Party will
be asked to provide indemnification, except with the Indemnifying Party’s prior written
consent. |
| 5. | Force
Majeure. Other than as to payment obligations, no party shall be liable for losses, delays,
failures, errors, interruptions or losses of data in its performance of its obligations under
this Agreement if and to the extent it is caused, directly or indirectly, by reason of circumstances
beyond their reasonable control, including without limitation, acts of God, action or inaction
of civil or military authority, war, terrorism, riot, fire, flood, sabotage, labor disputes,
elements |
of
nature or non-performance by a third party. In any such event, the non-performing party shall be excused from any further performance
and observance of obligations so affected only for so long as such circumstances prevail and such party continues to use commercially
reasonable efforts to recommence performance or observance as soon as practicable.
| 6. | Activities
of Paralel. The services of Paralel under this Agreement are not to be deemed exclusive,
and Paralel shall be free to render similar services to others. The Trust recognizes that
from time-to-time directors, officers and employees of Paralel may serve as directors, officers
and employees of other corporations or businesses (including other investment companies)
and that such other corporations and businesses may include Paralel as part of their name
and that Paralel or its affiliates may enter into agreements with such other corporations
and businesses. |
| 7. | Accounts
and Records. The accounts and records maintained by Paralel shall be the property of
the Trust. Paralel shall prepare, maintain and preserve such accounts and records as required
by the 1940 Act and other applicable securities laws, rules and regulations. Paralel shall
surrender such accounts and records to the Trust, in the form in which such accounts and
records have been maintained or preserved, promptly upon receipt of instructions from the
Trust. The Trust shall have access to such accounts and records at all times during Paralel’s
normal business hours. Upon the reasonable request of the Trust, copies of any such books
and records shall be provided by Paralel to the Trust at the Trust’s expense. Paralel
shall assist the Funds’ independent auditors, or, upon approval of the Trust, any regulatory
body, in any requested review of the Trust’s accounts and records. In the event ▇▇▇▇▇▇▇
receives a request or demand for the inspection of records relating specifically to the Trust
or a Fund, Paralel will promptly notify the Trust of such request in writing and obtain instructions
from the Trust as to the handling of such request. |
| 8. | Confidential
and Proprietary Information. In accordance with Regulation S-P and other relevant rules
and regulations, ▇▇▇▇▇▇▇ agrees that it will, on behalf of itself and its officers and employees,
treat all transactions contemplated by this Agreement, and all records and information relative
to the Trust and its current and former shareholders and other information germane thereto,
as confidential and as proprietary information of the Trust and not to use, sell, transfer,
or divulge such information or records to any person for any purpose other than performance
of its duties hereunder, except after prior notification to and approval in writing from
the Trust, which approval shall not be unreasonably withheld. Approval may not be withheld
where ▇▇▇▇▇▇▇ may be exposed to civil, regulatory or criminal proceedings for failure to
comply, when requested to divulge such information by duly constituted authorities, or when
requested by the Trust. When requested to divulge such information by duly constituted authorities,
Paralel shall use reasonable commercial efforts to request confidential treatment of such
information. Paralel shall have in place and maintain physical, electronic, and procedural
safeguards reasonably designed to protect the security, confidentiality, and integrity of,
and to prevent unauthorized access to or use of records and information relating to the Trust
and its current and former shareholders. |
| 9. | Compliance
with Rules and Regulations. Paralel shall comply (and to the extent Paralel takes or
is required to take action on behalf of the Trust hereunder shall cause the Trust to comply)
with all applicable requirements of the 1940 Act, the Securities Act of 1933, as amended
(the “1933 Act”), the Securities Exchange Act of 1934, as amended (the “1934
Act”), and other applicable laws, rules, regulations, orders and codes of ethics, as
well as all investment restrictions, policies and procedures adopted by the Trust of which
Paralel has knowledge (it being understood that Paralel is deemed to have knowledge of all
investment restrictions, policies or procedures set out in the Trust’s public filings
or otherwise provided to Paralel). Except as set out in this Agreement, ▇▇▇▇▇▇▇ assumes no
responsibility for such compliance by the Trust. Paralel shall maintain at all times a program
reasonably designed to prevent violations of the federal securities laws (as defined in Rule
38a-1 under the 1940 Act) with respect to the Services provided and shall provide to the
Trust a certification to such effect no less than annually or as otherwise reasonably requested
by the Trust or its Chief Compliance Officer. Paralel shall make available its compliance
personnel and provide at its own expense summaries and other relevant materials relating
to such program as reasonably requested by the Trust. |
| 10. | Representations
and Warranties of Paralel. Paralel represents and warrants to the Trust that: |
| a. | It
is duly organized and existing as a limited liability company and in good standing under
the laws of the State of Delaware. |
| b. | It
is empowered under applicable laws and by its operating documents (including its Certificate
of Formation and Operating Agreement) to enter into and perform this Agreement. |
| c. | All
requisite corporate proceedings have been taken to authorize it to enter into and perform
this Agreement. |
| d. | The
(i) execution, delivery and performance of this Agreement by Paralel does not breach, violate
or cause a default under any agreement, contract or instrument to which Paralel is a party
or any judgment, order or decree to which Paralel is subject; (ii) the execution, delivery
and performance of this Agreement by ▇▇▇▇▇▇▇ has been duly authorized and approved by all
necessary action; and (iii) upon the execution and delivery of this Agreement by Paralel
and Trust, this Agreement will be a valid and binding obligation of Paralel. |
| e. | It
has and will continue to have access to the necessary facilities, equipment, systems and
personnel to perform its duties and obligations under this Agreement in accordance with industry
standards. |
| f. | It
is, and will continue to be, registered as a transfer agent under the 1934 Act. |
| g. | It
currently maintains and shall at all times maintain insurance coverage adequate for the nature
of its operations, including directors and officers, errors and omissions and fidelity bond
insurance coverage (as applicable). Upon the reasonable request of the Trust, it shall provide
the Trust a certificate of insurance and shall notify the Trust if there are any material
adverse changes to its insurance policies or coverage. |
| h. | It
is conducting its business in compliance in all material respects with all applicable laws
and regulations, both state and federal, and has obtained (or will timely obtain) all regulatory
approvals necessary to carry on its business as now conducted; there is no statute, rule,
regulation, order or judgment binding on it which would prohibit its execution or performance
of this Agreement. |
| 11. | Representations
and Warranties of the Trust. The Trust represents and warrants to Paralel that: |
| a. | It
is a statutory trust duly organized and existing and in good standing under the laws of the
state of its organization, and is registered with the SEC as an open-end, registered investment
company under the 1940 Act. |
| b. | It
is empowered under applicable laws and by its Declaration of Trust and Bylaws (collectively,
the “Organizational Documents”) to enter into and perform this Agreement. |
| c. | Its
Board of Trustees has duly authorized it to enter into and perform this Agreement. |
| d. | With
respect to each Fund, a registration statement under the 1933 Act and the 1940 Act is currently,
or will be upon commencement of operations, effective and will remain effective, and appropriate
state securities law filings have been made and will continue to be made, with respect to
all shares of the Funds being offered for sale. |
| e. | Notwithstanding
anything in this Agreement to the contrary, the Trust agrees not to make any modifications
to a Fund’s registration statement or adopt any policies which would affect materially
the obligations or responsibilities of Paralel hereunder without the prior written approval
or Paralel, which approval shall not be unreasonably withheld or delayed. |
| f. | The
(i) execution, delivery and performance of this Agreement by the Trust does not breach, violate
or cause a default under any agreement, contract or instrument to which that Trust is a party
or any judgment, order |
or
decree to which said Trust is subject; (ii) the execution, delivery and performance of this Agreement by the Trust has been duly authorized
and approved by all necessary action; and (iii) upon the execution and delivery of this Agreement by ▇▇▇▇▇▇▇ and Trust, this Agreement
will be a valid and binding obligation of the Trust and each Fund.
| g. | Any
officer position(s) filled by ▇▇▇▇▇▇▇, to the extent applicable, shall be covered by the
Trust’s Directors & Officers/Errors & Omissions Policy (the “Policy”),
and the Trust shall use reasonable efforts to ensure that such coverage be (i) reinstated
should the Policy be cancelled; (ii) continued after such officer(s) cease to serve as officer(s)
of the Trust on substantially the same terms as such coverage is provided for the other persons
serving as officers of the Trust after such persons are no longer officers of the Trust;
or (iii) continued in the event the Trust merges or terminates, on substantially the same
terms as such coverage is continued for the other Trust officers (but, in any event, for
a period of no less than six years). The Trust shall provide Paralel with proof of current
coverage upon request, including a copy of the Policy, and shall notify Paralel immediately
should the Policy be cancelled or terminated. |
| h. | The
Trust officer position(s) filled by ▇▇▇▇▇▇▇ (if any) are named officer(s) in the Trust corporate
resolutions and are subject to the provisions of the Trust Organizational Documents regarding
indemnification of its officers. |
| 12. | Documents.
The Trust has furnished or will furnish, upon request, Paralel with copies of the Trust’s
Declaration of Trust, advisory agreement(s), custodian agreement, transfer agency agreement
(if any separate from the Agreement), administration agreement, current prospectus, statement
of additional information, periodic Trust reports, and all forms relating to any plan, program
or service offered by the Trust. The Trust shall furnish, within a reasonable time period,
to Paralel a copy of any amendment or supplement to any of the above-mentioned documents.
Upon request, the Trust shall furnish promptly to Paralel any additional documents necessary
or advisable to perform its functions hereunder. As used in this Agreement the terms “registration
statement,” “prospectus” and “statement of additional information”
shall mean any registration statement, prospectus and statement of additional information
filed by the Trust and or Fund with the SEC and any amendments and supplements thereto that
are filed with the SEC. |
| 13. | Consultation
Between the Parties. Paralel and the Trust shall regularly consult with each other regarding
Paralel’s performance of its obligations under this Agreement. In connection therewith,
the Trust shall submit to Paralel at a reasonable time in advance of filing with the SEC
reasonably final copies of any amended or supplemented registration statement (including
exhibits) under the 1933 Act and the 1940 Act; provided, however, that nothing contained
in this Agreement shall in any way limit the Trust’s right to file at any time such
amendments to any registration statement and/or supplements to any prospectus or statement
of additional information, of whatever character, as the Trust may deem advisable, such right
being in all respects absolute and unconditional. |
| 14. | Business
Continuity Plan. Paralel shall maintain in effect a business continuity plan and enter
into any agreements necessary with appropriate parties making reasonable provisions for emergency
use of electronic data processing equipment customary in the industry. In the event of equipment
failures, Paralel shall, at no additional expense to the Trust, take commercially reasonable
steps to minimize service interruptions. |
| 15. | Duration
and Termination of this Agreement. |
| a. | Initial
Term. This Agreement shall become effective as of the date first written above (the “Start
Date”) and shall continue thereafter throughout the period that ends three (3) years
after the Start Date (the “Initial Term”). |
| b. | Renewal
Terms. If not sooner terminated, this Agreement shall renew at the end of the Initial
Term and shall thereafter continue for successive annual periods (each a “Renewal Term”
and collectively with the Initial Term, a “Term”) until terminated as provided
herein. |
| c. | Termination.
A party may terminate this Agreement, without payment of penalty, if upon at least ninety
(90) days prior to the end of applicable Term it gives the other party a written notice of
non-renewal and termination, with such termination coinciding at the end of the applicable
Term. |
| d. | Termination
for Cause. Paralel or the Trust (on behalf of the Funds) also may, by written notice
to the other, terminate this Agreement if any of the following events occur: |
| i. | The
other party breaches any material term, condition or provision of this Agreement, which breach,
if capable of being cured, is not cured within 30 calendar days after the non-breaching party
gives the other party written notice of such breach. |
| ii. | The
other party (i) terminates or suspends its business, (ii) becomes insolvent, admits in writing
its inability to pay its debts as they mature, makes an assignment for the benefit of creditors,
or becomes subject to direct control of a trustee, receiver or analogous authority, (iii)
becomes subject to any bankruptcy, insolvency or analogous proceeding, or (iv) where the
other party is the Trust, and Trust becomes subject to a material Action (as defined below)
or an Action that Paralel reasonably determines could cause Paralel reputational harm (including
any Action against an investment adviser, or other service provider of Trust), or (v) where
the other party is Paralel, material changes in governing documents, bylaws, or registration
statement, or other assumptions relied upon by the Administrator or the assumptions set forth
are determined by ▇▇▇▇▇▇▇, in its reasonable discretion, to materially affect the Services
provided by Paralel. “Action” means any civil, criminal, regulatory or administrative
lawsuit, allegation, demand, claim, counterclaim, action, dispute, sanction, suit, request,
inquiry, investigation, arbitration or proceeding, in each case, made, asserted, commenced
or threatened by any person, including any government entity or authority. |
| iii. | If
any such event occurs, the termination will become effective immediately or on the date stated
in the written notice of termination, or other such date as agreed to by the parties. |
| e. | Deliveries
Upon Termination. Upon termination of this Agreement, ▇▇▇▇▇▇▇ agrees to cooperate in
the orderly transfer of transfer agency duties and shall deliver to the Trust or as otherwise
directed by the Trust (in the case of termination by the Trust, at the expense of the Trust)
all records and other documents made or accumulated in the performance of its duties for
the Trust hereunder. In the event Paralel gives notice of termination under this Agreement,
it will continue to provide the Services contemplated hereunder after such termination at
the contractual rate for up to 120 days, provided that the Trust use all reasonable commercial
efforts to appoint such replacement on a timely basis. In no event will Paralel be required
to assist any new service or system provider in modifying or altering the Paralel’s
or the new agent’s system or software. |
| f. | Deconversion
Costs. Should either party exercise its right to terminate, all reasonable out-of-pocket
expenses or costs associated with the movement of records and material will be borne by the
Trust. Additionally, the Trust agrees to pay to Paralel a reasonable fee (determined by ▇▇▇▇▇▇▇)
for Paralel’s services provided in connection with the Trust or a Fund liquidating
or converting to another service provider. |
| 16. | Assignment.
This Agreement shall extend to and shall be binding upon the parties hereto and their respective
successors and permitted assigns; provided, however, that this Agreement shall not be assignable
by the Trust without the prior written consent of Paralel, or by Paralel without the prior
written consent of the Trust (except for assignment by the Paralel to an affiliate under
common control). |
| 17. | Governing
Law. The provisions of this Agreement shall be construed and interpreted in accordance
with the laws of the State of Colorado and the 1940 Act and the rules thereunder. To the
extent that the laws of the State of Colorado conflict with the 1940 Act or such rules, the
latter shall control. Each party to this Agreement, by its execution hereof (i) |
irrevocably
submits to the nonexclusive jurisdiction of the state courts of the State of Colorado or the United States District Courts for the State
of Colorado for the purpose of any action between the parties arising in whole or in part under or in connection with this Agreement,
and (ii) waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise,
in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt
or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds
of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed
by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement
or the subject matter hereof may not be enforced in or by such court.
| 18. | Amendments
to this Agreement. This Agreement may only be amended by the parties in writing. |
| 19. | Notices.
Any notice, advice or report to be given pursuant to this Agreement shall be made in writing
and deemed to have been given and received (a) when personally delivered, or delivered by
same-day courier; or (b) on the third business day after mailing by registered or certified
mail, postage prepaid, return receipt requested; or (c) upon delivery when sent by prepaid
overnight express delivery service (e.g., FedEx, UPS); or (d) when sent by email, upon the
receipt by the sending party of written confirmation of receipt by the receiving party, which
shall not be unduly withheld by the receiving party; |
To
Paralel:
Paralel Technologies LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: General Counsel
Email:
To the Trust:
PFS Funds
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Email:
| 20. | Counterparts.
This Agreement may be executed by the parties hereto on any number of counterparts, and all
of said counterparts taken together shall be deemed to constitute one and the same instrument.
Counterparts may be delivered via electronic mail (including pdf or any electronic signature
complying with the U.S. federal ESIGN Act of 2000, e.g., ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered
and be valid and effective for all purposes. |
| 21. | Entire
Agreement. This Agreement embodies the entire agreement and understanding among the parties
and supersedes all prior agreements and understandings relating to the subject matter hereof;
provided, however, that Paralel may embody in one or more separate documents its agreement,
if any, with respect to delegated duties and oral instructions. |
| 22. | Severability.
Any covenant, provision, agreement or term contained in this Agreement that is prohibited
or that is held to be void or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of such prohibition or unenforceability, without in any way
invalidating, effecting or impairing the other provisions hereof. |
| 23. | Survival.
The provisions of Sections 4, 6, 8, 11, 15 (as applicable), 17, 22 and this Section 23 hereof
shall survive termination of this Agreement. |
[signature
page follows]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
PFS
FUNDS, on behalf of its Funds
By: /s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:
Trustee, Secretary and Treasurer
PARALEL
TECHNOLOGIES LLC
By: /s/
▇▇▇▇▇▇ ▇▇▇
Name:
▇▇▇▇▇▇ ▇▇▇
Title:
Chief Executive Officer
APPENDIX
A
SERVICES
In
accordance with procedures established from time to time by agreement between the Trust and Paralel, ▇▇▇▇▇▇▇ agrees that it will perform
the Services for the Trust, on behalf of the Funds, listed below. Notwithstanding anything to the contrary, the Services provided by
Paralel under this Agreement apply only to Fund share classes not traded on an exchange, and shall not apply to any exchange-traded Fund
share class (commonly referred to as an “ETF share class.”)
| A. | Shareholder
Transactions |
| i. | Set
up account information, including appropriate account type, shareholder address, dividend
option, wire instructions, and taxpayer identification; |
| ii. | Process
shareholder purchase and redemption / repurchase orders in accordance with conditions set
forth in the Fund’s prospectus; |
| iii. | Process
exchanges & transfers; |
| iv. | Generate
shareholder periodic statements; |
| v. | Issue
confirmations in compliance with Rule 10b-10 under the Securities Exchange Act of 1934; |
| vi. | Process
dividend and distribution payments (paid in cash or reinvested back into the account purchasing
new shares) |
| vii. | Provide
cost basis reporting for shareholders; |
| viii. | Maintain
a record of the number of shares held by each shareholder of record; |
| ix. | Record
the issuance of shares of each fund and maintain, pursuant to Rule 17AD-10 of the Securities
Exchange Act of 1934, a record of the total number of shares of the Trust which are authorized,
based upon data provided to it by the Trust, and issued and outstanding; and |
| x. | Administer
and/or perform all other customary services of a transfer agent. |
| B. | Shareholder
Account Maintenance |
| i. | Maintain
all shareholder records for each account in the Funds; |
| ii. | Record
shareholder account information changes; and |
| iii. | Maintain
account documentation files for each shareholder. |
| C. | Shareholder
Information Services |
| i. | Make
information available to shareholder servicing unit and other remote access units regarding
trade date, share price, current holdings, dividend information, and yields; |
| ii. | Produce
detailed history of transactions through duplicate or special order statements upon request; |
| iii. | Respond
as appropriate to all inquiries and communications from shareholders relating to shareholder
accounts; and |
| iv. | Provide
mailing lists for distribution of prospectuses, proxy statements, financial reports or other
marketing material. |
| i. | Provide
reports for tracking rights of accumulation and purchases made under a Letter of Intent; |
| ii. | Account
for separation of shareholder investments from transaction sale charges for purchase of Fund
shares; |
| iii. | Calculate
fees due under Rule 12b-1 plans for distribution and marketing expenses; and |
| iv. | Track
sales and commission statistics by dealer and provide for payment of commissions on direct
shareholder purchases in each load Portfolio. |
| E. | Banking
and DTCC Services |
| i. | Accept
and effectuate the registration and maintenance of accounts through the Depository Trust
and Clearing Corporation (“DTCC”) or National Securities Clearing Corporation
(the “NSCC”) Fund/SERV also facilitating the purchase, redemption, transfer and
exchange of shares in such accounts through and on behalf of the DTCC or NSCC participants,
including the Funds; |
| ii. | Maintain
bank account(s) that (i) are maintained in connection with ▇▇▇▇▇▇▇’s services to the
Funds under the Transfer Agency Agreement and (ii) as to which Paralel has authority to make
deposits and withdrawals (the “Operating Accounts”); |
| iii. | Accept
and distribute funds via systems such as, but not limited to; DTCC, NSCC and various banking
systems such as Automated Clearing House (“ACH”), Fed Wire, SWIFT; and |
| iv. | Paralel
shall cause to be moved to Trust custody accounts all cash settlements including DTCC or
NSCC settlements paid into transfer agency demand deposit accounts. Purchase settlements
received through DTCC or NSCC, paid into transfer agency demand deposit accounts at BOKF
or other banking institution, shall be moved to Trust custody accounts the next business
day after settlement from the DTCC or NSCC. |
| i. | Maintain
an Anti-Money Laundering Program in compliance with the USA PATRIOT Act of 2001 and regulations
thereunder; |
| ii. | Perform
such services as are required to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the
“Lost Shareholder Rules”); |
| iii. | Provide
reports to the Securities and Exchange Commission (the “SEC”) and the states
in which the Funds are registered; |
| iv. | Prepare
and distribute appropriate Internal Revenue Service forms for shareholder income and capital
gains; |
| v. | Issue
tax withholding reports to the Internal Revenue Service; |
| vi. | Maintain
a Customer Identification Program by obtaining, verifying, and recording information that
identifies each person who opens an account within the Trust/Funds; and |
| vii. | Maintain
and coordinate Blue Sky registration and notice filings, using third party vendor. |
New
procedures as to who provides certain of these services may be established in writing from time to time by agreement between the Trust
and Paralel. Pursuant to such agreement, Paralel may at times perform only a portion of these services and the Trust or its agent may
perform these services on the Trust’s behalf. Paralel may require the Trust to enter into an additional agreement or agree to certain
terms of use relating to the creation of any shareholder site for the Trust, or to obtain access to Paralel’s web portal. Except
as provided above, Paralel is not obligated to provide and may discontinue or suspend the availability of any web portal at any time.
APPENDIX
B
COMPENSATION
[Redacted]
APPENDIX
C
FUNDS
Potomac
Managed Volatility Fund
Potomac
Tactical Rotation Fund
Potomac
Tactical Opportunities Fund
Potomac
Defensive Bull Fund
