Walthausen & Co., LLC
2691 Route 9, Suite 102
Malta, NY 12020

October 20, 2016

To: Walthausen Funds
     2691 Route 9, Suite 102
     Malta, NY 12020

Dear Trustees:

     Pursuant to a management agreement executed December 23, 2010, you have engaged us to act as the sole investment adviser to the Walthausen Select Value Fund (the "Fund").

     Effective, November 1, 2016, we hereby agree to reduce our advisory fees to an amount equal to an annual rate of 0.90% of the average value of the daily net assets of the Fund.

Very truly yours,

Walthausen & Co., LLC

By: /s/ John B. Walthausen    

Name: John B. Walthausen, CFA
Title: Managing Director

Acceptance

The foregoing is hereby accepted.

Walthausen Funds

By: /s/ John B. Walthausen   

Name: John B. Walthausen, CFA
Title: President