0001413042-10-000379 Sample Contracts

MANAGEMENT AGREEMENT
Management 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.

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SERVICES AGREEMENT
Services 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.

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