INVESTMENT ADVISORY AGREEMENT Between WALTHAUSEN FUNDS and NORTH STAR INVESTMENT MANAGEMENT CORPORATIONInvestment Advisory Agreement • January 23rd, 2023 • Northern Lights Fund Trust Ii
AGREEMENT, made as of _______ __, 2023, between Walthausen Funds, an Ohio business trust (the "Trust"), and North Star Investment Management Corporation, an Illinois corporation (the "Adviser"), located at 20 N. Wacker Drive, Suite 1416, Chicago, Illinois 60606
CUSTODY AGREEMENTCustody Agreement • May 28th, 2015 • Walthausen Funds • Minnesota
THIS AGREEMENT is made and entered into as of this 10th day of April, 2015, to be effective June 1, 2015, by and between WALTHAUSEN FUNDS, an Ohio trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).
MANAGEMENT AGREEMENTManagement Agreement • December 23rd, 2010 • Walthausen Funds • Ohio
The Trust has been organized to engage in the business of an open-end management investment company. The Trust currently offers one series of shares to investors.
By-Laws of Walthausen FundsWalthausen Funds • November 13th, 2007
CUSTODY AGREEMENT BETWEEN THE HUNTINGTON NATIONAL BANK WALTHAUSEN FUNDSCustody Agreement • January 30th, 2008 • Walthausen Funds • Ohio
This agreement (the "Agreement") is entered into as of the 28 day of January 2008, by and between the Walthausen Funds, an Ohio business trust (the "Trust") and The Huntington National Bank, (the "Custodian"), a national banking association having its principal office at 41 South High Street, Columbus, Ohio 43215.
TRANSFER AGENT AGREEMENTTransfer Agent Agreement • January 30th, 2008 • Walthausen Funds • Ohio
THIS AGREEMENT is made and entered into this 30th day of January, 2008, by and between Walthausen Funds (the “Trust”), an Ohio business trust having its principal place of business at 9 Executive Park Drive, Suite B, Clifton Park, New York 12065, and Mutual Shareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).
DISTRIBUTION AGREEMENTDistribution Agreement • May 29th, 2013 • Walthausen Funds • New York
THIS AGREEMENT is made as of January 30, 2013, between Walthausen Funds (“Fund”), an Ohio business trust, and Walthausen & Co., LLC (the “Adviser”), a Delaware Liability Company, and Rafferty Capital Markets, LLC, (“RCM”), a corporation organized and existing under the laws of the State of New York.
ACCOUNTING SERVICES AGREEMENTAccounting Services Agreement • January 30th, 2008 • Walthausen Funds • Ohio
THIS AGREEMENT is made and entered into this 30th day of January, 2008, by and between Walthausen Funds (the “Trust”), an Ohio business trust having its principal place of business at 9 Executive Park Drive, Suite B, Clifton Park, New York 12065, and Mutual Shareholder Services, LLC, a Delaware Limited Liability Company (“MSS”).
FUND ADMINISTRATION SERVICING AGREEMENTFund Administration Servicing Agreement • January 30th, 2008 • Walthausen Funds • California
THIS AGREEMENT is made and entered into as of January 30 , 2008, by and among Walthausen Funds, an Ohio business trust (hereinafter referred to as the "Trust") and Premier Fund Solutions, Inc., a corporation organized under the laws of the State of California (hereinafter referred to as "PFS").
SERVICES AGREEMENTServices Agreement • December 23rd, 2010 • Walthausen Funds • California
AGREEMENT dated as of December 23, 2010, between Walthausen Funds (the “Trust”), an Ohio business trust, and Walthausen & Co., LLC (the “Adviser”), a New York Limited Liability Company.
INTERIM INVESTMENT ADVISORY AGREEMENT Between WALTHAUSEN FUNDS and NORTH STAR INVESTMENT MANAGEMENT CORPORATIONInterim Investment Advisory Agreement • January 23rd, 2023 • Northern Lights Fund Trust Ii
AGREEMENT, made as of December 15, 2022, between Walthausen Funds, an Ohio business trust (the "Trust"), and North Star Investment Management Corporation, an Illinois corporation (the "Adviser"), located at 20 N. Wacker Drive, Suite 1416, Chicago, Illinois 60606
Letter Agreement Walthausen Select Value FundLetter Agreement • May 30th, 2018 • Walthausen Funds
You have engaged us to provide certain services to the Walthausen Select Value Fund (the “Fund”), pursuant to a Services Agreement dated January 30, 2013. Under a Services Agreement with the Fund, the Advisor receives an additional annual fee equal to 0.45% of the Fund’s average daily net assets up to $100 million, 0.25% of the Fund’s average daily net assets between $100 million and $500 million, and 0.15% of such assets in excess of $500 million and is obligated to pay the operating expenses of the Fund excluding management fees, brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), the cost of acquired funds and extraordinary expenses. Effective June 1, 2018 the Advisor hereby contractually agrees to waive Services Agreement fees to the extent necessary to maintain total annual operating expenses of the Institutional Class Shares, excluding brokerage fees and commissions, taxes, borrowing costs (such as (a)
Letter Agreement Walthausen Select Value FundWalthausen Funds • May 24th, 2017
You have engaged us to provide certain services to the Walthausen Select Value Fund (the “Fund”), pursuant to a Services Agreement dated January 30, 2013. Under a Services Agreement with the Fund, the Advisor receives an additional annual fee equal to 0.45% of the Fund’s average daily net assets up to $100 million, 0.25% of the Fund’s average daily net assets between $100 million and $500 million, and 0.15% of such assets in excess of $500 million and is obligated to pay the operating expenses of the Fund excluding management fees, brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), the cost of acquired funds and extraordinary expenses. Effective June 1, 2017 the Advisor hereby contractually agrees to waive Services Agreement fees to the extent necessary to maintain total annual operating expenses of the R6 Class Shares, excluding brokerage fees and commissions, taxes, borrowing costs (such as (a) interest an
Letter Agreement Walthausen Small Cap Value FundLetter Agreement • December 27th, 2018 • Walthausen Funds
You have engaged us to provide certain services to the Walthausen Small Cap Value Fund (the “Fund”), pursuant to a Services Agreement dated January 30, 2013. Under a Services Agreement with the Fund, the Advisor receives an additional annual fee equal to 0.45% of the Fund’s average daily net assets up to $100 million, 0.25% of the Fund’s average daily net assets between $100 million and $500 million, and 0.15% of such assets in excess of $500 million and is obligated to pay the operating expenses of the Fund excluding management fees, brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), the cost of acquired funds and extraordinary expenses. Effective December 31, 2018 the Advisor hereby contractually agrees to waive Services Agreement fees and Management Fees to the extent necessary to maintain total annual operating expenses of the Institutional Class Shares and Investor Class Shares, excluding brokerage fees
Walthausen & Co., LLC 2691 Route 9, Suite 102 Malta, NY 12020Walthausen Funds • October 9th, 2020
Pursuant to a Services Agreement dated as of January 30, 2013, you have engaged Walthausen & Co., LLC to perform the services described in the Services Agreement for the Walthausen Focused Small Cap Value Fund (the "Fund"), formerly the Walthausen Select Value Fund.
Letter Agreement Walthausen Select Value FundLetter Agreement • October 28th, 2016 • Walthausen Funds
You have engaged us to provide certain services to the Walthausen Select Value Fund (the “Fund”), pursuant to a Services Agreement dated January 30, 2013. Under a Services Agreement with the Fund, the Advisor receives an additional annual fee equal to 0.45% of the Fund’s average daily net assets up to $100 million, 0.25% of the Fund’s average daily net assets between $100 million and $500 million, and 0.15% of such assets in excess of $500 million and is obligated to pay the operating expenses of the Fund excluding management fees, brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), the cost of acquired funds and extraordinary expenses. Effective November 1, 2016 the Advisor hereby contractually agrees to waive Services Agreement fees to the extent necessary to maintain total annual operating expenses of the R6 Class Shares, excluding brokerage fees and commissions, taxes, borrowing costs (such as (a) interes
Letter Agreement Walthausen Focused Small Cap Value FundWalthausen Funds • May 28th, 2021
You have engaged us to provide certain services to the Walthausen Focused Small Cap Value Fund (the “Fund”), formerly the Walthausen Select Value Fund, pursuant to a Services Agreement dated January 30, 2013. Effective October 15, 2020 under a Services Agreement with the Fund, the Advisor receives an additional annual fee equal to 0.20% of the Fund’s average daily net assets and is obligated to pay the operating expenses of the Fund excluding management fees, brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), the cost of acquired funds and extraordinary expenses. Effective June 1, 2021 the Advisor hereby contractually agrees to waive Services Agreement fees, without a provision for recoupment, to the extent necessary to maintain total annual operating expenses of the Institutional Class Shares, excluding brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on
Letter Agreement Walthausen Small Cap Value FundLetter Agreement • May 28th, 2021 • Walthausen Funds
You have engaged us to provide certain services to the Walthausen Small Cap Value Fund (the “Fund”), pursuant to a Services Agreement dated January 30, 2013. Under a Services Agreement with the Fund, the Advisor receives an additional annual fee equal to 0.45% of the Fund’s average daily net assets up to $100 million, 0.25% of the Fund’s average daily net assets between $100 million and $500 million, and 0.15% of such assets in excess of $500 million and is obligated to pay the operating expenses of the Fund excluding management fees, brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), the cost of acquired funds and extraordinary expenses. Effective June 1, 2021 the Advisor hereby contractually agrees to waive Services Agreement fees and Management Fees to the extent necessary to maintain total annual operating expenses of the Institutional Class Shares and Investor Class Shares, excluding brokerage fees and
SERVICES AGREEMENT Walthausen Select Value FundServices Agreement Walthausen Select Value Fund • May 29th, 2013 • Walthausen Funds • Ohio
AGREEMENT dated as of January 30, 2013, between Walthausen Funds (the “Trust”), an Ohio business trust, and Walthausen & Co., LLC (the “Adviser”), a Delaware Limited Liability Company.
Northern Lights Fund Trust II 225 Pictoria Drive, Suite 450 Cincinnati, Ohio 45246 Walthausen Funds 2691 Route 9, Suite 102 Mata, NY 12020Northern Lights Fund Trust Ii • January 23rd, 2023
Re: AGREEMENT AND PLAN OF REORGANIZATION AND Termination, DATED AS OF ______________, 2023 (THE “AGREEMENT”), AMONG Northern Lights FUND TRUST II (“Acquiring Trust”) on behalf of ITS SERIES, North Star Small Cap Value Fund (THE “Acquiring fund”), Walthausen Funds (“Selling TRUST”) on behalf of ITS SERIES, Walthausen Small Cap Value Fund (THE “Selling FUND”), AND, SOLELY FOR PURPOSES OF Sections 1.7, 5.11, and 9.1 THEREOF, North Star Investment Management Corp (the “AdvisEr”)
SUBSCRIPTION AGREEMENT BETWEEN THE TRUST AND THE INVESTOR WALTHAUSEN SMALL CAP VALUE FUND A SERIES OF THE WALTHAUSEN FUNDS LETTER OF INVESTMENT INTENTSubscription Agreement • January 30th, 2008 • Walthausen Funds
The undersigned (the “Purchaser”) hereby subscribes to purchase a beneficial interest (“Interest”) of the Walthausen Small Cap Value Fund, a series of the Walthausen Funds, in the amount of one hundred thousand dollars ($100,000.00) for ten thousand (10,000) shares at net asset value of ten dollars ($10.00) per share, in consideration for which the Purchaser agrees to transfer to you upon demand cash in the amount of one hundred thousand dollars ($100,000.00).
BLUE SKY ADMINISTRATION AGREEMENTBlue Sky Administration Agreement • May 28th, 2015 • Walthausen Funds • Ohio
THIS AGREEMENT is made as of April 10, 2015, between Walthausen Funds (the “Trust”), an Ohio business trust having its principal place of business at 9 Executive Park Drive, Suite B, Clifton Park, NY 12065, and Ultimus Fund Solutions, LLC (“Ultimus”), a limited liability company organized under the laws of the State of Ohio and having its principal place of business at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.
Letter Agreement Walthausen Focused Small Cap Value FundLetter Agreement • October 9th, 2020 • Walthausen Funds
You have engaged us to provide certain services to the Walthausen Focused Small Cap Value Fund (the “Fund”), formerly the Walthausen Select Value Fund, pursuant to a Services Agreement dated January 30, 2013. Effective October 15, 2020 under a Services Agreement with the Fund, the Advisor receives an additional annual fee equal to 0.20% of the Fund’s average daily net assets and is obligated to pay the operating expenses of the Fund excluding management fees, brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), the cost of acquired funds and extraordinary expenses. Effective October 15, 2020 the Advisor hereby contractually agrees to waive Services Agreement fees, without a provision for recoupment, to the extent necessary to maintain total annual operating expenses of the Institutional Class Shares, excluding brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expense
FUND ACCOUNTING AGREEMENTFund Accounting Agreement • May 28th, 2015 • Walthausen Funds • Ohio
THIS AGREEMENT is made as of April 10, 2015, between Walthausen Funds (the “Trust”), an Ohio business trust having its principal place of business at 9 Executive Park Drive, Suite B, Clifton Park, NY 12065, and Ultimus Fund Solutions, LLC (“Ultimus”), a limited liability company organized under the laws of the State of Ohio and having its principal place of business at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.
Letter Agreement Walthausen Small Cap Value FundLetter Agreement • May 29th, 2020 • Walthausen Funds
You have engaged us to provide certain services to the Walthausen Small Cap Value Fund (the “Fund”), pursuant to a Services Agreement dated January 30, 2013. Under a Services Agreement with the Fund, the Advisor receives an additional annual fee equal to 0.45% of the Fund’s average daily net assets up to $100 million, 0.25% of the Fund’s average daily net assets between $100 million and $500 million, and 0.15% of such assets in excess of $500 million and is obligated to pay the operating expenses of the Fund excluding management fees, brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), the cost of acquired funds and extraordinary expenses. Effective June 1, 2020 the Advisor hereby contractually agrees to waive Services Agreement fees and Management Fees to the extent necessary to maintain total annual operating expenses of the Institutional Class Shares and Investor Class Shares, excluding brokerage fees and
Letter Agreement Walthausen Select Value FundLetter Agreement • May 29th, 2019 • Walthausen Funds
You have engaged us to provide certain services to the Walthausen Select Value Fund (the “Fund”), pursuant to a Services Agreement dated January 30, 2013. Under a Services Agreement with the Fund, the Advisor receives an additional annual fee equal to 0.45% of the Fund’s average daily net assets up to $100 million, 0.25% of the Fund’s average daily net assets between $100 million and $500 million, and 0.15% of such assets in excess of $500 million and is obligated to pay the operating expenses of the Fund excluding management fees, brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), the cost of acquired funds and extraordinary expenses. Effective June 1, 2019 the Advisor hereby contractually agrees to waive Services Agreement fees to the extent necessary to maintain total annual operating expenses of the Institutional Class Shares, excluding brokerage fees and commissions, taxes, borrowing costs (such as (a)
Letter Agreement Walthausen Select Value FundLetter Agreement • May 29th, 2020 • Walthausen Funds
You have engaged us to provide certain services to the Walthausen Select Value Fund (the “Fund”), pursuant to a Services Agreement dated January 30, 2013. Under a Services Agreement with the Fund, the Advisor receives an additional annual fee equal to 0.45% of the Fund’s average daily net assets up to $100 million, 0.25% of the Fund’s average daily net assets between $100 million and $500 million, and 0.15% of such assets in excess of $500 million and is obligated to pay the operating expenses of the Fund excluding management fees, brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), the cost of acquired funds and extraordinary expenses. Effective June 1, 2020 the Advisor hereby contractually agrees to waive Services Agreement fees to the extent necessary to maintain total annual operating expenses of the Institutional Class Shares, excluding brokerage fees and commissions, taxes, borrowing costs (such as (a)
Letter Agreement Walthausen Select Value FundWalthausen Funds • May 28th, 2015
You have engaged us to provide certain services to the Walthausen Select Value Fund (the “Fund”), pursuant to a Services Agreement dated January 30, 2013. Under a Services Agreement with the Fund, the Advisor receives an additional annual fee equal to 0.45% of the Fund’s average daily net assets up to $100 million, 0.25% of the Fund’s average daily net assets between $100 million and $500 million, and 0.15% of such assets in excess of $500 million and is obligated to pay the operating expenses of the Fund excluding management fees, brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), the cost of acquired funds and extraordinary expenses. Effective June 1, 2015 the Advisor hereby contractually agrees to waive 0.25% of the 0.45% Services Agreement fees through May 31, 2016 applicable for Fund average daily net assets up to $100 million for the Institutional Class Shares. The Services Agreement fee waiver will au
AGREEMENT AND DECLARATION OF TRUST OCTOBER 10, 2007Walthausen Funds • November 13th, 2007 • Walthausen Funds • Ohio
SERVICES AGREEMENT Walthausen Small Cap Value FundServices Agreement Walthausen Small Cap Value Fund • May 29th, 2013 • Walthausen Funds • Ohio
AGREEMENT dated as of January 30, 2013, between Walthausen Funds (the “Trust”), an Ohio business trust, and Walthausen & Co., LLC (the “Adviser”), a Delaware Limited Liability Company.
TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENTTransfer Agent and Shareholder Services Agreement • May 28th, 2015 • Walthausen Funds • Ohio
THIS AGREEMENT is made as of April 10, 2015, between Walthausen Funds (the “Trust”), an Ohio business trust having its principal place of business at 9 Executive Park Drive, Suite B, Clifton Park, NY 12065, and Ultimus Fund Solutions, LLC (“Ultimus”), a limited liability company organized under the laws of the State of Ohio and having its principal place of business at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.
NORTHERN LIGHTS FUND TRUST II INVESTMENT ADVISORY AGREEMENT APPENDIX AInvestment Advisory Agreement • January 23rd, 2023 • Northern Lights Fund Trust Ii
Letter Agreement Walthausen Select Value FundWalthausen Funds • May 26th, 2016
You have engaged us to provide certain services to the Walthausen Select Value Fund (the “Fund”), pursuant to a Services Agreement dated January 30, 2013. Under a Services Agreement with the Fund, the Advisor receives an additional annual fee equal to 0.45% of the Fund’s average daily net assets up to $100 million, 0.25% of the Fund’s average daily net assets between $100 million and $500 million, and 0.15% of such assets in excess of $500 million and is obligated to pay the operating expenses of the Fund excluding management fees, brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), the cost of acquired funds and extraordinary expenses. Effective June 1, 2016 the Advisor hereby contractually agrees to waive 0.25% of the 0.45% Services Agreement fees through May 31, 2017 applicable for Fund average daily net assets up to $100 million for the Institutional Class Shares. The Services Agreement fee waiver will au
Letter Agreement Walthausen Select Value FundWalthausen Funds • May 30th, 2018
You have engaged us to provide certain services to the Walthausen Select Value Fund (the “Fund”), pursuant to a Services Agreement dated January 30, 2013. Under a Services Agreement with the Fund, the Advisor receives an additional annual fee equal to 0.45% of the Fund’s average daily net assets up to $100 million, 0.25% of the Fund’s average daily net assets between $100 million and $500 million, and 0.15% of such assets in excess of $500 million and is obligated to pay the operating expenses of the Fund excluding management fees, brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), the cost of acquired funds and extraordinary expenses. Effective June 1, 2018 the Advisor hereby contractually agrees to waive Services Agreement fees to the extent necessary to maintain total annual operating expenses of the R6 Class Shares, excluding brokerage fees and commissions, taxes, borrowing costs (such as (a) interest an
Letter Agreement Walthausen Select Value FundWalthausen Funds • May 29th, 2019
You have engaged us to provide certain services to the Walthausen Select Value Fund (the “Fund”), pursuant to a Services Agreement dated January 30, 2013. Under a Services Agreement with the Fund, the Advisor receives an additional annual fee equal to 0.45% of the Fund’s average daily net assets up to $100 million, 0.25% of the Fund’s average daily net assets between $100 million and $500 million, and 0.15% of such assets in excess of $500 million and is obligated to pay the operating expenses of the Fund excluding management fees, brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), the cost of acquired funds and extraordinary expenses. Effective June 1, 2019 the Advisor hereby contractually agrees to waive Services Agreement fees to the extent necessary to maintain total annual operating expenses of the R6 Class Shares, excluding brokerage fees and commissions, taxes, borrowing costs (such as (a) interest an
