SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [  ]

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[X]     Preliminary Proxy Statement

PFS Funds (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than Registrant)

PFS Funds
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)

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PFS Funds BrettonChristopher Weil & Company Core Investment Fund 1939 Friendship Drive, Suite C El Cajon, California 92020 1.800.231.29011-888-550-9266

Dear Shareholder:

     Enclosed is a Notice, Proxy Statement and Proxy Card for a Special Meeting of Shareholders (the “Meeting”) of the BrettonChristopher Weil & Company Core Investment Fund (the “Fund”), a series portfolio of the PFS Funds (the “Trust). Shareholders of the Portfolio will be asked to approve a change in the sub-classification of the Portfolio from a "diversified" fund to a "non-diversified" fund (the "Reclassification"), as such terms are defined in the Investment Company Act of 1940, as amended. The Meeting is scheduled for April 20, 2015February 10, 2017 and will be held at 1:00 p.m., Eastern Time at the offices of Mutual Shareholder Services, 8008000 Town Centre Drive, Suite 400, Broadview Heights, Ohio 44147. If you are a shareholder of record of the Fund as of the close of business on February 20, 2015,November 15, 2016, you are entitled to vote at the Meeting and any adjournment thereof.

     Bretton Capital Management, LLC (“Bretton”) has served as investment adviser to the Fund since the Fund’s inception in September 2010. At the Meeting, shareholders will be asked to approveThe accompanying Proxy Statement provides a new investment advisory agreement between Bretton and the Trust on behalfdetailed description of the Fund. The new investment advisory agreement (“New Agreement”) hasproposed Reclassification. Please take the same advisory fee as, and does not otherwise differ from,time to read the prior investment advisory agreement (“Prior Agreement”). You are being asked to approve the New Agreement because the Prior Agreement will terminate as a result of the transaction described below.

     Bretton is currently 100% owned by Mr. Stephen Dodson, the portfolio manager to the Fund. Mr. Dodson has agreed to a transaction whereby he will sell 50% of his ownership in Bretton to Mr. Raphael de Balmann which will result in Bretton being owned by two individuals (the “Transaction”). The Transaction, when it becomes effective on or about April 30, 2015, will result in a change in control and thus an assignment and termination of the Prior Agreement. Section 15(a)(4) of the Investment Company Act of 1940, as amended (the “1940 Act”) requires the automatic termination of an advisory contract when it is assigned. Shareholders of the Fund are being asked to vote to approve the New Agreement so that the management of the Fund may continue without interruption.

     At its special meeting held on February 11, 2015, the Board of Trustees of the Trust approved the New Agreement with Bretton, subject to shareholder approval, which will become effective at the close of the Transaction on or about April 30, 2015.enclosed materials.

     I am writing to ask for your prompt vote for the approval the New Agreement.Reclassification. The proposal has been carefully reviewed by the Board of Trustees of the Trust.The Board of Trustees unanimously approved the Reclassification and recommends that you voteFORthe proposal.

     It is very important to receive your vote before April 20, 2015.February 10, 2017. Voting is quick and easy. Everything you need to vote is enclosed. Please mark, sign and date the enclosed proxy card and promptly return it in the enclosed, postage-paid envelope so that the maximum number of shares may be voted. Alternatively, you may call the toll free number on your proxy card to vote by telephone. You should use the enclosed instructions to vote by telephone.

     I appreciate your participation and prompt attention to this matter.

      Sincerely, If you have any questions about the proposed Reclassification, please call 1-888-550-9266. Thank you for your continued investment with the Fund.

Sincerely, Ross C. Provence President of the Trust

Questions and Answers

While we encourage you to read the full text of the enclosed proxy statement, for your convenience here is a brief overview of the matter affecting the Fund that requires a shareholder vote.

PFS Funds BrettonChristopher Weil & Company Core Investment Fund 1939 Friendship Drive, Suite C El Cajon, California 92020 1.800.231.29011-888-550-9266 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To Be Held February 10, 2017 Important Notice Regarding Availability of Proxy Materials for the Shareholder Meeting to be held on February 10, 2017 This Proxy Statement is Available online at the Following Website: www.cweil.com/cweilproxy.pdf

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To Be Held April 20, 2015

Important Notice Regarding Availability of Proxy Materials for the Shareholder Meeting to be held on April 20, 2015.
This Proxy Statement is Available online at the Following Website:http://www.brettonfund.com

Dear Shareholders:

The Board of Trustees of the PFS Funds (the “Trust”) is holding a special meeting (the “Meeting”) of shareholders of the BrettonChristopher Weil & Company Core Investment Fund (the “Fund”), a series portfolio of the Trust, on Monday, April 20, 2015February 10, 2017 at 1:00 p.m., Eastern Time. The Meeting will be held at the offices of Mutual Shareholder Services, 8008000 Town Centre Drive, Suite 400, Broadview Heights, Ohio 44147.

The Special Meeting is being held for the following purposes:

The Trust has fixed the close of business on February 20, 2015November 15, 2016 as the record date for determining shareholders entitled to notice of and to vote at the Special Meeting.

Each share of the Fund is entitled to one vote and a proportionate fractional vote for each fractional share held. You are cordially invited to attend the Meeting. If you are unable to attend the Meeting, please complete, date, sign and return the enclosed proxy card in the enclosed postage paid return envelope or by facsimile. It is very important that you return your signed proxy card promptly so that a quorum may be ensured and the costs of further solicitations avoided. As always, we thank you for your confidence and support.

YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY CARD PROMPTLY OR VOTE BY USING THE TOLL-FREE

YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR PROXY CARD PROMPTLY OR VOTE BY USING THE TOLL-FREE TELEPHONE FOUND ON YOUR PROXY CARD.

     To assure your representation at the Meeting, please complete, date and sign the enclosed proxy card and return it promptly in the accompanying envelope. You also may vote by telephone by following the instructions on the enclosed proxy card. Whether or not you plan to attend the Meeting

in person, please vote your shares; if you attend the Meeting, you may revoke your proxy

and vote your shares in person. For more information or assistance with voting, please call 1-800-231-2901.1-888-550-9266.

     The Trust’s Board of Trustees has carefully reviewed the proposal and recommends that you vote “FOR” the proposal.

By Order of the Trust, Ross C. Provence President of the Trust

March __, 2015January, ___ 2017

PFS FUNDSP Bretton Fund

1939 Friendship Drive, Suite C El Cajon, California 92020 1.800.231.2901 ____________ PROXYROXY STATEMENT ____________

SPECIAL MEETING OF SHAREHOLDERS

To Be Held April 20, 2015

IntroductionSpecial Meeting of Shareholders to be held on February 10, 2017

     TheThis Proxy Statement is furnished in connection with a Special Meeting of Shareholders (the "Meeting") of the Christopher Weil & Company Core Investment Fund (the "Fund") called by the Board of Trustees (the "Board") of PFS Funds (the “Trust”) has called a special meeting (the “Meeting”) of the shareholders of the Bretton Fund (the “Fund”)on February 10, 2017 at 1:00 p.m., a series portfolio of the Trust, in order to seek shareholder approval of a proposal relating to the Fund. The Meeting will be heldEastern Time, at the offices of Mutual Shareholder Services, 8008000 Town Centre Drive, Suite 400, Broadview Heights, Ohio 44147, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders. Shareholders of record at 1:00 p.m., Eastern Time,the close of business on Monday, April 20, 2015. This Proxy StatementNovember 15, 2016 (“Record Date”) are entitled to receive notice of and form ofto vote at the Meeting.

     It is estimated that proxy are beingmaterials will be mailed to shareholders of record on or about March 2, 2015. If you expect to attend the Meeting in person, please call the Trust at 1-800-231-2901 to inform them of your intentions.

Items for Consideration

January 9, 2017. The Meeting has been called by the Board of Trustees (the “Board”)principal executive offices of the Trust for the following purposes:

     Only shareholders of recordFund are located at the close of business on February 20, 2015 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting and any adjournments or postponements thereof.

     At your request, the Trust will send you a free copy of the most recent audited annual report for the Fund, and the most recent subsequent semi-annual report, if any. At your request, the Trust will send you a free copy of the Fund’s current prospectus and statement of additional information. Please call the Trust at 1-800-231-2901 or write to Bretton Fund, 1939 Friendship Drive, Suite C, El Cajon, California 92020.Copies of the Fund's most recent Annual Report are available upon request, without charge, by writing to the Fund at Mutual Shareholder Services, 8000 Town Centre Drive, Suite 400, Broadview Heights, Ohio 44147 or by calling 1-888-550-9266.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 10, 2017

The following materials relating to this Proxy Statement are available atwww.cweil.com/cweilproxy.pdf

• this Proxy Statement;
• the accompanying Notice of Special Meeting of Shareholders;
• information on how to obtain directions to attend the meeting in person;
• proxy cards and any other proxy materials; and
• the Fund's Annual Report for the fiscal year ended November 30, 2015 and theFund’s Semi-Annual Report for the semi-annual period ended May 31, 2016.

     AT YOUR REQUEST, THE TRUST WILL SEND YOU A FREE COPY OF THE MOST RECENT AUDITED ANNUAL REPORT FOR THE FUND, AND THE MOST RECENT SUBSEQUENT SEMI-ANNUAL REPORT, IF ANY. AT YOUR REQUEST, THE TRUST WILL SEND YOU A FREE COPY OF THE FUND’S CURRENT PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION. PLEASE CALL THE TRUST AT 1-888-550-9266 OR WRITE TO CHRISTOPHER WEIL & COMPANY CORE INVESTMENT FUND, 1939 FRIENDSHIP DRIVE, SUITE C, EL CAJON, CA 92020 to request an annual and/or semi-annual report, a prospectus, a statement of additional information or with any questions you may have relating to the Proxy Statement.

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TO REQUEST AN ANNUAL AND/OR SEMI-ANNUAL REPORT, A PROSPECTUS, A STATEMENT OF ADDITIONAL INFORMATION OR WITH ANY QUESTIONS YOU MAY HAVE RELATING TO THE PROXY STATEMENT.

PROPOSAL: APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENTRECLASSIFICATION OF FUND TO NON-DIVERSIFIED

The Change in Control of the Adviser

     Bretton Capital Management, LLC (“Bretton”) has served as investment adviser to the Bretton Fund (“Fund”) since its inception in September, 2010. Bretton is currently 100% owned by Stephen Dodson, the portfolio manager to the Fund. On February 10, 2015, Mr. Dodson entered into an agreement to sell 50% of his ownership interest in Bretton to Mr. Raphael de Balmann. Mr. de Balmann will become a portfolio manager with Bretton and will have voting rights in Bretton due to his ownership interest (the “Transaction”).Introduction

     The Transaction is expectedBoard of Trustees of PFS Funds (the “Trust”) has unanimously approved, and recommends that shareholders of the Christopher Weil & Company Core Investment Fund (the “Fund”) approve, changing the sub-classification of the Fund from a "diversified" fund to close on or about April 30, 2015. The Transaction will likely cause a change"non-diversified" fund (the "Reclassification"), as such terms are defined in control of Bretton under the Investment Company Act of 1940, as amended (the "1940 Act"). Generally, a mutual fund that is non-diversified may invest a higher percentage of its assets in a smaller number of companies than a diversified fund.

Currently, the Fund seeks to achieve long-term capital appreciation by investing in undervalued equity securities. Under normal market conditions the Fund invests primarily in common stocks of companies with market capitalizations of $1 billion or more. From time to time, the Fund may invest more than 20% of its assets in a particular sector. Christopher Weil & Company, Inc., resultingthe Fund’s investment adviser (the “Adviser”), uses fundamental analysis to identify securities the Adviser believes are trading at a discount to their estimated value. The Adviser considers both fundamentals and technical factors when identifying investment opportunities. These considerations may include a company trading at or near its current low, a low debt level or high interest coverage, a low price-to-earnings ratio, a low price-to-book ratio, the company's free cash flow, the company's dividend yield, and the company's return on equity. The Adviser also seeks to invest in companies that have a defensible competitive advantage, relevant products, competent and shareholder-oriented management, and growth. Although tending to focus on U.S. companies, the assignmentAdviser may also invest in foreign companies with these attributes. The Fund's foreign investments, if any, consist primarily of depositary receipts ("DRs"). DRs are certificates issued by a U.S. bank that represent a certain amount of shares of a foreign company on a foreign or U.S. based stock exchange. The Fund may also invest up to 25% of its net assets in securities of companies located in emerging markets (i.e. those countries that have developing economies, many of which are experiencing rapid growth and industrialization). The Fund’s current investment strategy contemplates that it will normally hold a core position of between 25 and 40 securities. If the proposal that is being put forth to shareholders is approved, the Fund’s investment strategy will be revised to indicate that the Adviser may cause the Fund to hold 20 or fewer positions in constructing the Fund’s non-diversified portfolio.

     For a diversified fund, at least 75% of the value of a mutual fund's total assets must be represented by cash and cash items (including receivables), U.S. government securities, securities of other investment advisory agreement between Bretton,companies and other securities of any one issuer limited to 5% of such mutual fund's total assets and to not more than 10% of the investment adviseroutstanding voting securities of such issuer. A non-diversified mutual fund is not subject to the Fund, and the Trust (the “Prior Agreement”).these requirements. Section 15(a)(4)13(a)(1) of the 1940 Act effectively requiresprovides that shareholder approval is required for a mutual fund to change its sub-classification from diversified to non-diversified.

     Because the automatic terminationFund is expected to invest in a smaller number of an advisory contract whenissuers as a non-diversified m u t u a l fund than it is assigned. As a result,does currently and than other, more diversified, investment mutual funds, the Prior AgreementFund’s net asset value may be terminated. Accordingly, shareholdersmore vulnerable to changes in the market value of a single issuer or group of issuers and may be relatively more susceptible to adverse effects from any single corporate, industry, economic, market, political or regulatory occurrence than if the Fund’s investments consisted of securities issued by a larger number of issuers.

     It should be noted that, as a non-diversified mutual fund, the Fund would nonetheless remain subject to certain additional diversification requirements that apply to mutual funds under the Internal Revenue Code of 1986, as amended. Thus, with respect to 50% of the Fund are being asked to approve a new investment advisory agreement between Bretton and the Trust (the "New Agreement") so that Bretton’s management ofFund’s total assets, the Fund may continue withoutnot invest more than 5% of its total assets in any interruption. If approved by shareholdersone issuer and may not purchase more than 10% of the Fund, the New Agreement will become effective on or about April 30, 2015 (the “Effective Date”).

     The Transaction will not result inoutstanding voting securities of any changes to the organization or structure of the Fund. You will still own the same number of shares in the Fund. After the Closing, if the New Agreement is approved, Bretton will continue to serve as the Fund's investment adviser and none of the Fund's other service providers will change in connection with the Transaction. There also are no anticipated changes to the Fund's portfolio manager in connection with the Transaction.

The Prior Agreement

     The Prior Agreement for the Fund, dated September 27, 2010, was initially approved by the Board on September 21, 2010 for a term of two years. The Prior Agreement was approved on September 28, 2010, by the Fund’s initial shareholder in conjunction with the Fund’s organization and before the Fund commenced investment operations. During the most recent fiscal year ended December 31, 2014, Bretton earned $133,151 in advisory fees pursuant to the Prior Agreement.

The Terms of the Prior Agreement and the New Agreement

     At its February 11, 2015 meeting, the Board, including by separate vote of a majority of the Independent Trustees, reviewed and approved the New Agreement between Bretton and the Trust, subject to shareholder approval. The New Agreement will become effective on April 30, 2015 if approved by Fund shareholders. The New Agreement is identical to the Prior Agreement, except withone issuer. With respect to the date, the address for the Trust and Bretton, and to clarify in Section 2 of the Agreement that “ADR fees” (or American Depository Receipts fees) will be borne by the Fund and not Bretton as these fees are akin to brokerage fees and commissions, which are fees explicitly borne by the Fund under the terms of the Agreement.

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Set forth below is a summary of all material terms of the New Agreement. The form of the New Agreement is included as Appendix A. The summary of all material terms of the New Agreement below is qualified in its entirety by reference to the form of New Agreement included as Appendix A.

     The advisory fee rate under the Prior Agreement and the New Agreement is the same. The annualized advisory fee rate paid to Bretton by the Fund will remain at 1.50%remaining 50% of the Fund’s average daily net assets.total assets, the Fund may not invest more than 25% of its assets in any one issuer. These requirements may limit the Fund’s ability to concentrate its investments in a limited number of securities as described above. It also should be noted that, even if the Reclassification is approved, the Adviser may not operate the Fund as non-diversified at all times, depending on the Adviser’s assessment of the investment opportunities available from time to time.

     The New Agreement would require Bretton to provide the same services as it provided under the Prior Agreement. Bretton shall, subject to the supervision of the Board, provide or arrange to provide the Fund with such investment advice as it deems advisable and will furnish a continuous investment program for the Fund consistent with the Fund’s investment objective and polices. Bretton will determine the securities to be purchased for the Fund, the portfolio securities to be held or sold by the FundReclassification and the portion of the Fund’s assets to be held uninvested, subject alwayschanges to the Fund’s investment objective,strategy and policies described above, is expected to be effective as of February 28, 2017.

*      *      *

Vote Required and restrictions.the Board's Recommendation

     The New Agreement has the same duration and termination provisions as the Prior Agreement. The New Agreement will have an initial term of two years from its effective date and will continue from yearPursuant to year so long as its renewal is specifically approved by (a) a majoritySection 13(a)(1) of the Trustees who are not parties to the New Agreement and who are not "interested persons" (as defined in the 1940 Act) of any party to the New Agreement, cast in person at a meeting called for the purpose of voting on suchAct, approval and a majority vote of the Trustees or (b) by vote of a majority of the voting securities of the Fund. It may be terminated by the Trust, without the payment of any penalty, by a vote of the Board or with respect to the Fund, uponReclassification requires the affirmative vote of a majority of theits outstanding voting securities, of the Fund. It may also be terminated at any time upon 60 days' notice without the payment of any penalty by the Board, by a vote of a majority of the outstanding voting securities of the Fund or by Bretton. The New Agreement will terminate automatically in the event of its assignment.

     The New Agreement subjects Bretton to the same standard of care and liability to which it was subject under the Prior Agreement.

     If the Fund’s shareholders approve the New Agreement, it is expected that the New Agreement would become effective on April 30, 2015.

Information Concerning Bretton

     Bretton was organized in 2010 as a California limited liability company and is located at 870 Market Street, Suite 417, San Francisco, California 94102. In April 2015, Bretton reorganized as a Delaware limited liability company. The names, addresses, and principal occupation of the principal executive officers of Bretton as of the date of this proxy statement are set forth below.

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Board Considerations in Approving the New Agreement

     At an in-person special meeting held on February 11, 2015, the Board considered the approval of the New Agreement between the Trust and Bretton on behalf of the Fund. Bretton provided written information to the Board to assist the Board in its considerations.

     In approving the New Agreement, the Board considered and evaluated the following factors: (i) the nature, extent and quality of the services provided by Bretton to the Fund; (ii) the investment performance of the Fund and Bretton; (iii) the cost of the services to be provided and the profits to be realized by Bretton from the relationship with the Fund; (iv) the extent to which economies of scale will be realized as the Fund grows and whether the fee levels reflect these economies of scale to the benefit of shareholders; and (v) Bretton’s practices regarding possible conflicts of interest and other benefits to be realized by Bretton.

     In assessing these factors and reaching its decisions, the Board took into consideration information furnished for the Board’s review and consideration throughout the year at regular Board meetings, as well as information specifically prepared and/or presented in connection with the annual renewal process, including information presented at the Meeting. The Board also considered presentations by representatives of Bretton at its regular quarterly meeting held on September 18, 2014. The Board requested and was provided with information and reports relevant to the annual renewal of the Agreement, including: (i) information regarding the services and support provided to the Fund and its shareholders by Bretton; (ii) assessments of the investment performance of the Fund by the principal of Bretton; (iii) commentary on the reasons for the performance; (iv) presentations addressing Bretton’s investment philosophy, investment strategy, personnel and operations; (v) compliance and audit related information concerning the Fund and Bretton; (vi) disclosure information contained in the registration statement of the Trust and the Form ADV of Bretton; and (vii) a memorandum from Legal Counsel that summarized the fiduciary duties and responsibilities of the Board in reviewing and approving the Agreement, including the material factors set forth above and the types of information included in each factor that should be considered by the Board in order to make an informed decision. The Board also requested and received various informational materials including, without limitation: (i) documents containing information about Bretton, including financial information, a description of personnel and the services provided to the Fund, information on investment advice, performance, summaries of Fund expenses, compliance program, current legal matters, and other general information; (ii) comparative expense and performance information for other mutual funds with strategies similar to the Fund; (iii) the anticipated effect of size on the Fund’s performance and expenses; and (iv) benefits to be realized by Bretton from its relationship with the Fund. The Board did not identify any particular information that was most relevant to its consideration to approve the Agreement and each Trustee may have afforded different weight to the various factors.

1.Nature, Extent and Quality of the Services Provided by Bretton

     In considering the nature, extent, and quality of the services provided by Bretton, the Trustees reviewed the responsibilities of Bretton under the Agreement. The Trustees reviewed the services being provided by Bretton including, without limitation: the quality of investment advisory services (including research and recommendations with respect to portfolio securities); the process for formulating investment recommendations and assuring compliance with the Fund’s investment objective, strategies, and limitations, as well as for ensuring compliance with regulatory requirements. The Trustees noted that following the Transaction, a co-portfolio manager would be added to the Fund

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thus allowing for shared responsibilities among the principals of the Adviser and greater resources potentially available to the Fund. The Trustees considered the coordination of services for the Fund among Bretton and the service providers and the Independent Trustees; and the efforts of Bretton to promote the Fund and grow its assets. The Trustees noted the quality of Bretton’s principal and the commitment to enhance Bretton’s resources and systems; and the continued cooperation with the Independent Trustees and Legal Counsel for the Fund. The Trustees evaluated Bretton’s principal, including his education and experience as well as the education and experience of the proposed co-portfolio manager of the Fund. It was noted that a representative of Bretton stated that the proposed Transaction would not have negative effects on the Fund but rather would enhance the services being provided to the Fund. After reviewing the foregoing information and further information in the materials provided by Bretton, the Board concluded that, in light of all the facts and circumstances, the nature, extent, and quality of the services provided by Bretton were satisfactory and adequate for the Fund.

2.Investment Performance of the Fund and Bretton

     In considering the investment performance of the Fund and Bretton, the Trustees compared the short-term and since inception performance of the Fund with the performance of funds with similar objectives managed by other investment advisers, as well as with aggregated peer group data. As to the performance of the Fund, the Report included information regarding the performance of the Fund compared to a group of funds of similar size, style and objective, categorized by Morningstar (the "Peer Group"). All performance data was through the period ended December 31, 2014. The Trustees noted that for the 12 month period ended December 31, 2014 the Fund underperformed its benchmark index and outperformed its Peer Group average and category average. Since inception the Fund underperformed its benchmark index. After reviewing and discussing the investment performance of the Fund further, Bretton’s experience managing the Fund, and other relevant factors, the Board concluded, in light of all the facts and circumstances, that the investment performance of the Fund and Bretton was satisfactory.

3.Costs of the Services to be provided and profits to be realized by Bretton

     In considering the costs of the services to be provided and profits to be realized by Bretton from the relationship with the Fund, the Trustees considered: (1) Bretton’s financial condition and the level of commitment to the Fund and Bretton by the principal of Bretton; (2) the asset level of the Fund; (3) the overall expenses of the Fund; and (4) the nature and frequency of advisory fee payments. The Trustees reviewed information provided by Bretton regarding its profits associated with managing the Fund. The Trustees also considered potential benefits for Bretton in managing the Fund. The Trustees then compared the fees and expenses of the Fund (including the management fee) to other comparable mutual funds. The Trustees reviewed the fees under the Agreement compared to other mutual funds with similar investment objectives and asset levels and noted that the net expense ratio was approximately 18 basis points lower than its Peer Group average. The Trustees also reviewed the management fee of 1.50% noting that it was at the high end of the Peer Group. The Trustees also recognized that Bretton was obligated to pay certain expenses of the Fund out of its management fee, and that after paying those expenses, the Adviser’s relationship with the Fund was not profitable due to the Fund’s current asset level. Based on the foregoing, the Board concluded that the fees to be paid to Bretton and the profits to be realized by Bretton, in light of all the facts and circumstances, were fair and reasonable in relation to the nature and quality of the services provided by Bretton.

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4.Economies of Scale

     The Trustees next considered the impact of economies of scale on the Fund’s size and whether advisory fee levels reflect those economies of scale for the benefit of the Fund’s investors. The Trustees considered that while the management fee remained the same at all asset levels, the Fund’s shareholders had experienced benefits from the fact that Bretton was obligated to pay certain of the Fund’s operating expenses which had the effect of limiting the overall fees paid by the Fund. In light of its ongoing consideration of the Fund’s asset levels, expectations for growth in the Fund, and fee levels, the Board determined that the Fund’s fee arrangements, in light of all the facts and circumstances, were fair and reasonable in relation to the nature and quality of the services provided by Bretton.

5.Possible conflicts of interest and benefits to Bretton

     In considering Bretton’s practices regarding conflicts of interest, the Trustees evaluated the potential for conflicts of interest and considered such matters as the experience and ability of the principal of Bretton; the basis of decisions to buy or sell securities for the Fund; and the substance and administration of Bretton’s code of ethics. The Trustees also considered disclosure in the registration statement of the Trust related to Bretton’s potential conflicts of interest. The Board noted that Bretton does not use “soft dollars.” The Trustees noted and accepted Bretton’s representation that it does not realize any benefits from advising the Fund other than the direct benefit of being compensated by the Fund for serving as its investment adviser. Based on the foregoing, the Board determined that Bretton’s standards and practices relating to the identification and mitigation of possible conflicts of interest were satisfactory.

     Next, the Independent Trustees met in executive session to discuss the continuation of the New Agreement. The officers of the Trust were excused during this discussion. Based on its evaluation of the information and the conclusions with respect thereto at the meeting as well as information received throughout the year at quarterly meetings, the Board unanimously concluded that: (a) the terms of the New Agreement were fair and reasonable; (b) the approval of the New Agreement would be in the best interests of the shareholders and the Fund; and (c) it would recommend the approval of the New Agreement to shareholders. In the course of their deliberations, the Board did not identify any particular information or factor that was all-important or controlling.

Section 15(f) of the 1940 Act

     The Transaction involves the sale of Mr. Dodson’s interest in Bretton. Bretton intends for the Transaction to come within the safe harbor provided by Section 15(f) of the 1940 Act. Section 15(f) of the 1940 Act permits an investment adviser of a registered investment company (or any affiliated persons of the investment adviser) to receive any amount or benefit in connection with a sale of an interest in the investment adviser, provided that two conditions are satisfied.

     First, an "unfair burden" may not be imposed on the investment company as a result of the sale of the interest, or any express or implied terms, conditions or understandings applicable to the sale of the interest. The term "unfair burden," as defined in the 1940 Act includes any arrangement during the two-year period after the transaction whereby the investment adviser (or predecessor or successor adviser), or any "interested person" of the adviser (as defined in the 1940 Act), receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services), or from any person in

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connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than ordinary fees for bona fide principal underwriting services). The Board has not been advised by Bretton of any circumstances arising from the Transaction that might result in the imposition of an "unfair burden" on the Fund. Moreover, Bretton has agreed that, for two years after the consummation of the Transaction, it will use reasonable best efforts to refrain from imposing, or agreeing to impose, any unfair burden on the Fund.

     Second, during the three-year period after the Transaction, at least 75% of the members of the investment company's board of trustees cannot be "interested persons" (as defined in the 1940 Act) of the investment adviser or its predecessor. The Trust currently meets this requirement. The Trust will use its reasonable best efforts to ensure that at all times at least 75% of the Trustees are not "interested persons" (as defined in the 1940 Act) for the three-year period after the completion of the Transaction.

Required Vote

     Approval of the Proposal requires the affirmative vote of a "majority of the outstanding voting securities" of the Fund. Under the 1940 Act, the vote of a "majority of the outstanding voting securities" of the Fund means the affirmative vote ofmean the lesser of: (a)of (i) 67% or more of the voting securities present at the Meeting, or represented by proxy if the holders of more than 50% of the outstanding voting securities of the Fund are present or(or represented by proxy;proxy), or (b)(ii) more than 50% of the outstanding voting securities. All shareholderssecurities of the Fund will vote together on the Proposal.Fund.

THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF THE FUND VOTE TO APPROVE THE PROPOSAL.

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ADDITIONAL INFORMATION

OTHER SERVICE PROVIDERS

     Christopher Weil & Company Inc.,11236 El Camino Real, Suite 200, San Diego, California 92130, serves as the investment adviser to the Fund. The Adviser provides day-to-day management of the Fund’s investments and assists in the overall management of the Fund's affairs. The Adviser provides investment management services to client discretionary accounts with assets totaling approximately $________ million as of November 30, 2016. Its clients are both individuals and institutions, some of whose accounts have investment policies similar to those of the Fund. Additional information is available atwww.cweil.com.

     Premier Fund Solutions, Inc. (“PFS”), 1939 Friendship Drive, Suite C, El Cajon, CA 92020, provides the Fund with administrative services, including regulatory reporting and necessary office equipment, personnel and facilities. PFS receives a monthly fee from Brettonthe Adviser equal to an annual rate of 0.07% of the Fund's assets under $200 million, 0.05% of the next $500 million of the Fund's average daily net assets, and 0.03% of the average daily net assets of the Fund thereafter (subject to a minimum monthly fee of $2,500). For the fiscal year ended December 31, 2014, BrettonNovember 30, 2016, the Adviser paid PFS $30,000 for administrative services.services with respect to the Christopher Weil & Company Core Investment Fund. A Trustee of the Trust is the CEO of PFS.

     Mutual Shareholder Services, LLC. (“MSS”), 8000 Town Centre Drive, Suite 400, Broadview Heights, OH 44147, acts as the Fund's transfer agent. MSS maintains the records of the shareholder's account, answers shareholders' inquiries concerning their accounts, processes purchases and

redemptions of the Fund's shares, acts as dividend and distribution disbursing agent and performs other transfer agent and shareholder service functions. MSS receives an annual fee from the Adviser of $11.50 per shareholder (direct shareholders) or $8.00 per shareholder (fundserv accounts) (subject to a minimum monthly fee of $775) for these transfer agency services.

     In addition, MSS provides the Fund with fund accounting services, which includes certain monthly reports, record-keeping and other management-related services. For its services as fund accountant, MSS receives an annual fee from Brettonthe Adviser based on the average value of the Fund. These fees are: from $0 to $25 million in assets the annual fee is $22,500,$22,200, from $25 million to $50 million in assets the annual fee is $31,700, from $50 million to $75 million in assets the annual fee is $37,450, from $75 million to $100 million in assets the annual fee is $43,200, from $100 million to $125 million in assets the annual fee is $48,950, from $125 million to $150 million in assets the annual fee is $54,700, from $150 million to $200 million in assets the annual fee is $60,450, from $200 million to $300 million in assets the annual fee is $60,450 plus .01% on assets greater than $200 million and above $300 in assets the annual fee is $70,450 plus .005% on assets greater than $300 million. For the fiscal year ended December 31, 2014, BrettonNovember 30, 2016, the Adviser paid MSS $24,463$37,724 for transfer agent and accounting services.services with respect to the Christopher Weil & Company Core Investment Fund.

     Rafferty Capital Markets, LLC (the “Distributor”), located at 1010 Franklin Avenue, 3^rdFloor, Garden City, NY 11530, serves as the principal underwriter of the Fund’s shares. The Distributor is a broker-dealer and acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares.

COMMISSIONS PAID TO AFFILIATED BROKERS

     During the Fund's most recently completed fiscal year ended December 31, 2014,November 30, 2015, the Fund did not pay any commissions to any affiliated brokers.

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PAYMENT OF PROXY EXPENSES

     BrettonThe Adviser will pay the expenses of the preparation, printing and mailing of this proxy statement and its enclosures and of all related solicitations. The Fund will not incur any of these expenses. It is estimated that all of the expenses of the proxy solicitation will be less than $25,000.approximately $21,000.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

     As of the Record Date, the following persons owned of record, or were known by the Trust to own beneficially, more than 5% of the shares of any class of the Fund. On that date, the Trustees and officers of the Fund, together as a group, beneficially owned less than 1% of the Fund's outstanding shares.

[TO BE COMPLETED]

     Shareholders owning more than 25% of the shares of the Fund are considered to “control” the Fund, as that term is defined under the 1940 Act. Persons controlling the Fund can determine the outcome of any proposal submitted to the shareholders for approval.

ANNUAL AND SEMI-ANNUAL REPORT TO SHAREHOLDERS

     For a free copy of the Fund's annual report for the fiscal year ended December 31, 2013November 30, 2015 or semi-annual report for the period ended June 30, 2014,May 31, 2016, shareholders of the Fund may call 1.800.231.29011-888-550-9266 or write to the Fund c/oMutual Shareholder Services, 8000 Town Centre Drive, Suite 400, Broadview Heights, Ohio 44147.

SUBMISSION OF SHAREHOLDER PROPOSALS

     The Trust is organized as a Massachusetts business trust. The Trust is not required to, and does not, hold annual meetings. Nonetheless, the Board of Trustees may call a special meeting of shareholders for action by shareholder vote as may be required by the 1940 Act or as required or permitted by the Declaration of Trust and By-Laws of the Trust. Shareholders of the Fund who wish to present a proposal for action at a future meeting should submit a written proposal to the Trust for inclusion in a future proxy statement. Submission of a proposal does not necessarily mean that such proposal will be included in the Fund's proxy statement since inclusion in the proxy statement is subject to compliance with certain federal regulations. Shareholders retain the right to request that a meeting of the shareholders be held for the purpose of considering matters requiring shareholder approval. Shareholder proposals must meet certain requirements and there is no guarantee that any proposal will be presented at a shareholders’ meeting.

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VOTING INFORMATION

Voting by Proxy

     The simplest and quickest way for you to vote is to complete, sign and date the enclosed proxy card and mail it back to the Trust in the envelope provided. The Trust urges you to fill out and return your proxy card even if you plan to attend the Meeting. Returning your proxy card will not affect your right to attend the Meeting and vote.

     The Trust has named Gregory Getts and Umberto Anastasi as proxies, and their names appear on your proxy card(s). By signing your proxy card and returning it, you are appointing those persons to vote for you at the Meeting. If you properly fill in your proxy card and return it to the Trust in time to vote, one of the appointed proxies will vote your shares as you have directed. If you sign and return your proxy card, but do not make specific choices, one of the appointed proxies will vote your shares on the proposal as recommended by the Trust’s Board of Trustees.

     If an additional matter is presented for vote at the Meeting, one of the appointed proxies will vote in accordance with his/her best judgment. At the time this Proxy Statement was printed, the Trust was not aware of any other matter that needed to be acted upon at the Meeting other than the proposal discussed in this Proxy Statement.

     If you appoint a proxy by signing and returning your proxy card, you can revoke that appointment at any time before it is exercised. You can revoke your proxy by sending in another proxy with a later date, by notifying the Trust’s Secretary in writing, that you have revoked your proxy prior to the Meeting, at the following address: Jeffrey R. Provence, 1939 FriendshipGregory Getts,8000 Town Centre Drive, Suite C, El Cajon, California 92020, 400, Broadview Heights, Ohio 44147or by attending the Meeting and voting in person.

Voting in Person

     If you attend the meeting and wish to vote in person, you will be given a ballot when you arrive. If you have already voted by proxy and wish to vote in person instead, you will be given an opportunity to do so during the Meeting. If you attend the Meeting, but your shares are held in the name of your broker, bank or other nominee, you must bring with you a letter from that nominee stating that you are the beneficial owner of the shares on the Record Date and authorizing you to vote.

Voting Securities and Required Vote

     As of the Record Date, there were ________________________ shares of beneficial interest of the Fund issued and outstanding.

     All shareholders of record of the Fund on the Record Date are entitled to vote at the Meeting on the Proposal. Each shareholder is entitled to one (1) vote per share held, and fractional votes for fractional shares held, on any matter submitted to a vote at the Meeting.

     Forty percent (40%) of the Shares entitled to vote shall be a quorum for the transaction of business at the Meeting. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting, without the necessity of further notice. An affirmative vote of the holders of a “majority of the outstanding voting shares,” as that term is defined in the 1940 Act, of the Fund is required for the approval of the Proposal. As defined in the 1940 Act, a vote of the holders of a majority of the

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outstanding shares of a Fund means the vote of (1) 67% or more of the voting shares of the Fund present at the meeting, if the holders of more than 50% of the outstanding shares of the Fund are present in person or represented by proxy, or (2) more than 50% of the outstanding voting shares of the Fund, whichever is less.

     Broker “non-votes” (that is, shares held by brokers or nominees as to which (a) instructions have not been received from the beneficial owner or other persons entitled to vote and (b) the broker or nominee does not have discretionary power to vote on a particular matter) will be counted for purposes of determining the presence of a quorum. If you mark “abstain” on your proxy card with respect to a Proposal, your vote will have the effect of a “no” vote for purposes of obtaining the requisite approval of the Proposal. Broker “non-votes” will also have the effect of a “no” vote for purposes of obtaining the requisite approval of a Proposal.

Householding

     As permitted by law, only one copy of this Proxy Statement is being delivered to shareholders residing at the same address, unless such shareholders have notified the Trust of their desire to receive multiple copies of the reports and proxy statements the Trust sends. If you would like to receive an additional copy, please contact the Fund by calling 1.800.231.29011-888-550-9266 or write to the Fund c/o Mutual Shareholder Services, 8000 Town Centre Drive, Suite 400, Broadview Heights, Ohio 44147. The Trust will then promptly deliver a separate copy of the Proxy Statement to any shareholder residing at an address to which only one copy was mailed. Shareholders wishing to receive separate copies of the Trust's reports and proxy statements in the future, and shareholders sharing an address that wish to receive a single copy if they are receiving multiple copies should also direct requests as indicated.

OTHER BUSINESS

     The Board of Trustees of the Trust knows of no business to be brought before the Meeting other than the matters set forth in this Proxy Statement. Should any other matter requiring a vote of the shareholders of the Fund arise, however, the proxies will vote thereon according to their best judgment in the interests of the Fund and the shareholders of the Fund.

11 NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES

APPENDIX A

     Please advise the Fund whether other persons are the beneficial owners of Fund shares for which proxies are being solicited from you, and, if so, the number of copies of this Proxy Statement and other soliciting material you wish to receive in order to supply copies to the beneficial owners of such shares.

INVESTMENT ADVISORY AGREEMENT

TO: Bretton Capital Management, LLC 870 Market Street, Suite 417 San Francisco, California 94102 Dear Sirs:

The PFS Funds (the “Trust”) herewith confirms our agreement with you.

     The Trust has been organized to engage in the business of an open-end management investment company. You have been selected to act as the sole investment adviser of the Bretton Fund (the “Fund”) and to provide certain other services, as more fully set forth below, and you are willing to act as such investment adviser and to perform such services under the terms and conditions hereinafter set forth. Accordingly, the Trust agrees with you as follows effective upon the date of the execution of this Agreement.

1.ADVISORY SERVICES

     You will regularly provide the Fund with such investment advice as you in your discretion deem advisable and will furnish a continuous investment program for the Fund consistent with the Fund’s investment objective and policies. You will determine the securities to be purchased for the Fund, the portfolio securities to be held or sold by the Fund and the portion of the Fund’s assets to be held uninvested, subject always to the Fund’s investment objective, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Board of Trustees may from time to time establish.

2.ALLOCATION OF CHARGES AND EXPENSES

     You will pay all operating expenses of the Fund, including the compensation and expenses of any employees of the Fund and of any other persons rendering any services to the Fund; clerical and shareholder service staff salaries; office space and other office expenses; fees and expenses incurred by the Fund in connection with membership in investment company organizations; legal, auditing and accounting expenses; expenses of registering shares under federal and state securities laws, including expenses incurred by the Fund in connection with the organization and initial registration of shares of the Fund; insurance expenses; fees and expenses of the custodian, transfer agent, dividend disbursing agent, shareholder service agent, plan agent, administrator, accounting and pricing services agent and underwriter of the Fund; expenses, including clerical expenses, of issue, sale, redemption or repurchase of shares of the Fund; the cost of preparing and distributing reports and notices to shareholders, the cost of printing or preparing prospectuses and statements of additional information for delivery to shareholders; the cost of printing or preparing stock certificates or any other documents, statements or reports to shareholders; expenses of shareholders’ meetings and proxy solicitations; advertising, promotion and other expenses incurred directly or indirectly in connection with the sale or distribution of the Fund’s shares, excluding expenses which the Fund is authorized to pay pursuant to a plan adopted under Rule 12b-1 under Investment Company Act of 1940, as amended (the “Act”) in

A-1 Dated: [date], 2016

the event such a plan is ever adopted; and all other operating expenses not specifically assumed by the Fund.

     The Fund will pay all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), ADR fees, fees and expenses of acquired funds, extraordinary or non-recurring expenses as may arise, including litigation to which the Fund may be a party and indemnification of the Trust’s Trustees and officers with respect thereto. The Fund will also pay expenses that it is authorized to pay pursuant to Rule 12b-1 under the Act.

     You may obtain reimbursement from the Fund, at such time or times as you may determine in your sole discretion, for any of the expenses advanced by you, which the Fund is obligated to pay, and such reimbursement shall not be considered to be part of your compensation pursuant to this Agreement.

3.COMPENSATION OF THE ADVISER

     For all of the services to be rendered and payments to be made as provided in this Agreement, as of the last business day of each month, the Fund will pay you a fee at the annual rate of 1.50% of the average value of its daily net assets.

     The average value of the daily net assets of the Fund shall be determined pursuant to the applicable provisions of the Agreement and Declaration of Trust or a resolution of the Board of Trustees, if required. If, pursuant to such provisions, the determination of net asset value of the Fund is suspended for any particular business day, then for the purposes of this paragraph, the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets as of the close of the business day, or as of such other time as the value of the Fund’s net assets may lawfully be determined, on that day. If the determination of the net asset value of the Fund has been suspended for a period including such month, your compensation payable at the end of such month shall be computed on the basis of the value of the net assets of the Fund as last determined (whether during or prior to such month).

4.EXECUTION OF PURCHASE AND SALE ORDERS

     In connection with purchases or sales of portfolio securities for the account of the Fund, it is understood that you will arrange for the placing of all orders for the purchase and sale of portfolio securities for the account with brokers or dealers selected by you, subject to review of this selection by the Board of Trustees from time to time. You will be responsible for the negotiation and the allocation of principal business and portfolio brokerage. In the selection of such brokers or dealers and the placing of such orders, you are directed at all times to seek for the Fund the best qualitative execution, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided by the broker or dealer.

     You should generally seek favorable prices and commission rates that are reasonable in relation to the benefits received. In seeking best qualitative execution, you are authorized to select brokers or dealers who also provide brokerage and research services to the Fund and/or the other accounts over which you exercise investment discretion. You are authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a Fund portfolio

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transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if you determine in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided by the executing broker or dealer. The determination may be viewed in terms of either a particular transaction or your overall responsibilities with respect to the Fund and to accounts over which you exercise investment discretion. The Fund and you understand and acknowledge that, although the information may be useful to the Fund and you, it is not possible to place a dollar value on such information. The Board of Trustees shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.

     Consistent with the Rules of Fair Practice of the Financial Industry Regulatory Authority (“FINRA”), and subject to seeking best qualitative execution as described above, you may give consideration to sales of shares of the Fund as a factor in the selection of brokers and dealers to execute Fund portfolio transactions.

     Subject to the provisions of the Act, and other applicable law, you, any of your affiliates or any affiliates of your affiliates may retain compensation in connection with effecting the Fund’s portfolio transactions, including transactions effected through others. If any occasion should arise in which you give any advice to clients of yours concerning the shares of the Fund, you will act solely as investment counsel for such client and not in any way on behalf of the Fund. Your services to the Fund pursuant to this Agreement are not to be deemed to be exclusive and it is understood that you may render investment advice, management and other services to others, including other registered investment companies.

5.PROXY VOTING

     You will vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time. Such proxies will be voted in a manner that you deem, in good faith, to be in the best interest of the Fund and in accordance with your proxy voting policy. You agree to provide a copy of your proxy voting policy, and any amendments thereto, to the Trust prior to the execution of this Agreement.

6.CODE OF ETHICS

     You have adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Act and will provide the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, you will provide to the Board of Trustees of the Trust a written report that describes any issues arising under the code of ethics since the last report to the Board of Trustees, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that you have adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code.

7.LIMITATION OF LIABILITY OF ADVISER

     You may rely on information reasonably believed by you to be accurate and reliable. Except as may otherwise be required by the Act or the rules thereunder, neither you nor your directors, officers, employees, shareholders, agents, control persons or affiliates of any thereof shall be subject to

A-3

any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error of judgment, mistake of law, any act or omission connected with or arising out of any services rendered under, or payments made pursuant to, this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of your duties under this Agreement, or by reason of reckless disregard by any of such persons of your obligations and duties under this Agreement.

     Any person, even though also a director, officer, employee, shareholder or agent of you, who may be or become a trustee, officer, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with your duties hereunder), to be rendering such services to or acting solely for the Trust and not as a director, officer, employee, shareholder or agent of you, or one under your control or direction, even though paid by you.

8.DURATION AND TERMINATION OF THIS AGREEMENT

     This Agreement shall take effect on the date of its execution, and shall remain in force for a period of two (2) years from the date of its execution, and from year to year thereafter, subject to annual approval by: (i) the Board of Trustees; or (ii) a vote of a majority of the outstanding voting securities of the Fund, provided that in either event continuance is also approved by a majority of the Trustees who are not interested persons of you or the Trust, by a vote cast in person at a meeting called for the purpose of voting such approval.

     This Agreement may, on sixty (60) days written notice, be terminated with respect to the Fund, at any time without the payment of any penalty, by the Board of Trustees, by a vote of a majority of the outstanding voting securities of the Fund, or by you. This Agreement shall automatically terminate in the event of its assignment.

9.USE OF NAME

     The Trust and you acknowledge that all rights to the name “Bretton” or any variation thereof belong to you, and that the Trust is being granted a limited license to use such words in its Fund name or in any class name. In the event you cease to be the adviser to the Fund, the Trust’s right to the use of the name “Bretton” shall automatically cease on the ninetieth day following the termination of this Agreement. The right to the name may also be withdrawn by you during the term of this Agreement upon ninety (90) days’ written notice by you to the Trust. Nothing contained herein shall impair or diminish in any respect, your right to use the name “Bretton” in the name of, or in connection with, any other business enterprises with which you are or may become associated. There is no charge to the Trust for the right to use this name.

10.AMENDMENT OF THIS AGREEMENT

     No provision of this Agreement may be changed, waived, discharged or terminated orally, and no amendment of this Agreement shall be effective until approved by the Board of Trustees, including a majority of the Trustees who are not interested persons of you or of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (if required under interpretations of the Act by the Securities and Exchange Commission or its staff) by vote of the holders of a majority of the outstanding voting securities of the series to which the amendment relates.

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11.LIMITATION OF LIABILITY TO TRUST PROPERTY

     The term “PFS Funds” means and refers to the Trustees from time to time serving under the Trust’s Agreement and Declaration of Trust as the same may subsequently thereto have been, or subsequently hereto be, amended. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of Trustees, officers, employees, agents or nominees of the Trust, or any shareholders of any series of the Trust, personally, but bind only the trust property of the Trust (and only the property of the Fund), as provided in the Agreement and Declaration of Trust. The execution and delivery of this Agreement have been authorized by the Trustees and shareholders of the Fund and signed by officers of the Trust, acting as such, and neither such authorization by such Trustees and shareholders nor such execution and delivery by such officers shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the trust property of the Trust (and only the property of the Fund) as provided in its Agreement and Declaration of Trust. A copy of the Agreement and Declaration of Trust is on file with the Secretary of State of Massachusetts.

12.SEVERABILITY

     In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall continue to be in force.

13.QUESTIONS OF INTERPRETATION

(a) This Agreement shall be governed by the laws of the State of Massachusetts.

(b) For the purpose of this Agreement, the terms “majority of the outstanding voting securities,” “control” and “interested person” shall have their respective meanings as defined in the Act and rules and regulations thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under the Act; and the term “brokerage and research services” shall have the meaning given in the Securities Exchange Act of 1934.

     (c) Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Act shall be resolved by reference to such term or provision of the Act and to interpretation thereof, if any, by the United States courts or in the absence of any controlling decision of any such court, by the Securities and Exchange Commission or its staff. In addition, where the effect of a requirement of the Act, reflected in any provision of this Agreement, is revised by rule, regulation, order or interpretation of the Securities and Exchange Commission or its staff, such provision shall be deemed to incorporate the effect of such rule, regulation, order or interpretation.

14.NOTICES

     Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other party at such address as such other party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust is 1939 Friendship Drive, Suite C, El Cajon, California 92020, and your address for this purpose shall be 870 Market Street, Suite 417, San Francisco, California 94102.

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15.CONFIDENTIALITY

     You agree to treat all records and other information relating to the Trust and the securities holdings of the Fund as confidential and shall not disclose any such records or information to any other person unless (i) the Board of Trustees of the Trust has approved the disclosure or (ii) such disclosure is compelled by law. In addition, you, and your officers, directors and employees are prohibited from receiving compensation or other consideration, for themselves or on behalf of the Fund, as a result of disclosing the Fund’s portfolio holdings. You agree that, consistent with your Code of Ethics, neither your nor your officers, directors or employees may engage in personal securities transactions based on nonpublic information about the Fund's portfolio holdings.

16.BOOKS AND RECORDS

     In compliance with the requirements of Rule 31a-3 under the Act, you agree that all records that you maintain for the Trust are the property of the Trust and you agree to surrender promptly to the Trust such records upon the Trust’s request. You further agree to preserve for the periods prescribed by Rule 31a-2 under the Act all records which you maintain for the Trust that are required to be maintained by Rule 31a-1 under the Act.

17.COUNTERPARTS

     This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

18.BINDING EFFECT

     Each of the undersigned expressly warrants and represents that he has the full power and authority to sign this Agreement on behalf of the party indicated, and that his signature will operate to bind the party indicated to the foregoing terms.

19.CAPTIONS

     The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If you are in agreement with the foregoing, please sign the form of acceptance on the accompanying counterpart of this letter and return such counterpart to the Trust, whereupon this letter shall become a binding contract upon the date thereof.

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ACCEPTANCE

The foregoing Agreement is hereby accepted.

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BRETTONCHRISTOPHER WEIL & COMPANY CORE INVESTMENT FUND

SPECIAL MEETING OF SHAREHOLDERS

April 20, 2015February 10, 2017

PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned constitutes andhereby appoints Gregory Getts and Umberto Anastasi, and each of them, singly,as proxies with full power of substitution attorneys and proxiesto act for and in the name and placevote on behalf of the undersigned to represent and to vote all shares of the Brettonabove referenced Fund, held of record bywhich the undersigned on February 20, 2015, as designated below,would be entitled to vote if personally present at the Special Meeting of Shareholders of the Bretton Fundto be held at the offices of Mutual Fund Shareholder Services, 8000 Town Centre Drive, Suite 400, Broadview Heights, Ohio 44147 on April 20, 2015 at 1:00 p.m., Eastern time, andTime on Friday, February, 10, 2017 at, or at any adjournments or postponements thereof.adjournment thereof, on the Proposal described below, as set forth in the Notice of Special Meeting of Shareholders and the accompanying Proxy Statement dated ______, 2017, receipt of which is acknowledged by the undersigned. PLEASE INDICATE ANY CHANGES OF ADDRESS BELOW. This proxy may be revoked at any time prior to the exercise of the powers conferred thereby.

This proxy will be voted as specified. By voting by telephone or by signing and dating this proxy card, you authorize the proxies to vote the proposals as indicated or marked, or if not indicated or marked, to vote “FOR” the proposal, and to use their discretion to vote for any other matter as may properly come before the meeting or any adjournments or postponements thereof. Even if you plan to attend the Meeting, to help ensure that your vote is represented, please vote (1) by telephone; or (2) by completing and mailing this proxy card at once in the enclosed envelope. If you vote by telephone, you do not need to mail in your proxy card. To vote by telephone please call 1-800-231-29011-888-550-9266 between 8:30 a.m. and 5:00 p.m., Eastern time, Monday through Friday.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.

The undersigned acknowledges receipt with this Proxy of a copy of the Notice of Special Meeting of Shareholders and the Proxy. Your signature(s) on this Proxy should be exactly as your name(s) appear on this Proxy. If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing.

Important Notice Regarding the Availability of Proxy Materials for the Meeting:

The Notice of Special Meeting and Proxy Statement are available atwww.brettonfund.comwww.cweil.com/cweilproxy.pdf

Please fill in box(es) as shown using black or blue ink.ý :

The Board of Trustees recommends thatvoting “FOR” the Proposal with respect to the above referenced Fund. You may only complete this proxy with respect to the Fund in which you vote FOR the Agreement and Planwere a shareholder of Reorganization.record as of November 15, 2016.

THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE SIGNING SHAREHOLDER(S). IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSAL AND WILL BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING.

PLEASE DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED, POSTAGE-PAID ENVELOPE.

Mail to:
Bretton

Christopher Weil & Company Core Investment Fund, 8000 Town Centre Dr., Ste 400, Broadview Heights, OH 44147