0001413042-15-000129 Sample Contracts

CUSTODY AGREEMENT
Custody 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”).

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BLUE SKY ADMINISTRATION AGREEMENT
Blue 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.

FUND ACCOUNTING AGREEMENT
Fund 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 Select Value Fund
Walthausen 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

TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer 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.

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