February 23, 2011 State Street Bank and Trust Company

February 23, 2011

State Street Bank and Trust Company

801 Pennsylvania

Kansas City, MO 64105

Attn: Investment Accounting

Ladies and Gentlemen:

Reference is made to the Investment Accounting Agreement between us dated as of March 31, 2010 (the “Agreement”).

Pursuant to Section 8.2 of the Agreement, this letter is to provide notice of the creation of an additional portfolio of Wasatch Funds Trust (the “Trust”), namely Wasatch Emerging India Fund (the “New Portfolio”).

We request that you act as our agent to perform certain investment accounting and recordkeeping functions under the Agreement with respect to the New Portfolio.

Please indicate your acceptance of the foregoing by executing two copies of this Agreement, returning one to the Trust and retaining a copy for your records.

Very truly yours,

Wasatch Funds Trust
By:		/s/ Xxxxxxx X. Xxxxx
		Name: Xxxxxxx X. Xxxxx
		Title: Vice President

Accepted:

State Street Bank and Trust Company
By:		/s/ Xxxx Xxxxxxxxx
		Name: Xxxx Xxxxxxxxx Title: Senior Vice President

000 Xxxxxx Xxxx Xxxxxx, 0^xx Floor

Salt Lake City, UT 84111