Letter Agreement Walthausen Select Value Fund

Letter Agreement
Walthausen Select Value Fund

TO: Walthausen Funds
      0000 Xxxxx 0, Xxxxx 000
      Xxxxx, XX 00000

Dear Ladies and Gentlemen:

     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 and (b) dividend expenses on securities sold short), the cost of acquired funds and extraordinary expenses at 0.98% of its average daily net assets through May 31, 2020. The Advisor may not terminate the fee waiver before May 31, 2020.  The Trustees may terminate the expense waiver upon notice to the Advisor.

Very truly yours,

Walthausen & Co., LLC

By: /s/ Xxxx Xxxxx                                             

Print Name: Xxxx Xxxxx                                      

Title: Managing Director & Chief Compliance Officer

Acceptance: The foregoing agreement is hereby accepted.

Walthausen Funds

By: /s/ Xxxxxxx X. Xxxxxxxx Xx.                              

Print Name: Xxxxxxx X. Xxxxxxxx Xx.                     

Title: Treasurer & Chief Financial Officer