EXHIBIT H-6.
FORM OF AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT (the "Agreement") is entered into
effective as of ________, 2004 by and between Wasatch Advisors, Inc. (the
"Advisor") and Wasatch Funds, Inc. (the "Company"), on behalf of the series of
the Company (the "Funds").
WHEREAS, the Company is a Minnesota corporation and is registered under
the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management company of the series type;
WHEREAS, the Company and the Advisor have entered into an Advisory and
Service Contract dated January 27, 1998 ("Advisory Agreement"), pursuant to
which the Advisor provides investment advisory services to the Funds for
compensation based on the value of the average daily net assets of the Funds and
Funds created after such date have been added to the Advisory Agreement by
mutual agreement of the parties thereto; and
WHEREAS, the Company and the Advisor have determined that it is
appropriate and in the best interests of the Funds and their shareholders to
continue to maintain the expenses of the Funds at a level below the level to
which the Funds may otherwise be subject;
NOW THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMITATION.
1.1 Applicable Expense Limit. To the extent that the ordinary operating
expenses incurred by a Fund in any fiscal year, including but not limited to
investment advisory fees of the Advisor, but excluding any interest, taxes,
brokerage commissions, other investment-related costs and extraordinary
expenses, such as litigation and other expenses not incurred in the ordinary
course of the Fund's business ("Fund Operating Expenses"), exceed the Fund's
Operating Expense Limit, as defined in Section 1.2 below, such excess amount
(the "Excess Amount") shall be the liability of the Advisor to the extent set
forth in this Agreement.
1.2 Operating Expense Limit. The Operating Expense Limit in any year with
respect to each Fund shall be a percentage of the average daily net assets of
the Fund, as set forth in the following table:
FUND OPERATING EXPENSE LIMIT
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Core Growth Fund 1.50%
Global Science & Technology Fund 1.95%
International Growth Fund 1.95%
Micro Cap Fund 2.50%
Small Cap Growth Fund 1.50%
Small Cap Value Fund 1.95%
Ultra Growth Fund 1.75%
U.S. Treasury Fund 0.75%
Micro Cap Value Fund 2.25%
FUND OPERATING EXPENSE LIMIT
---- -----------------------
Heritage Growth Fund 0.95%
International Opportunities Fund 2.50%
1.3 Duration of Operating Expense Limit. The Operating Expense Limit with
respect to each Fund shall remain in effect until January 31, 2007, unless
renewed by written agreement of the parties.
1.4 Method of Computation. To determine the Advisor's obligation with
respect to the Excess Amount for each Fund, each day the Fund Operating Expenses
for the Fund shall be annualized. If the annualized Fund Operating Expenses for
any day of a Fund exceed the Operating Expense Limit of the Fund, the Advisor
shall waive or reduce its investment advisory fee or absorb the other Fund
expenses in an amount sufficient to pay that day's Excess Amount. The Company
may offset amounts owed to a Fund pursuant to this Agreement against the
advisory fee payable to the Advisor. If on any day the annualized Fund Operating
Expenses for a Fund are less than the applicable Operating Expense Limit and the
Advisor has for a previous day or days during the current fiscal year reimbursed
the Fund for Excess Amounts, then, to the extent the Fund's Operating Expense
Limit for the current day exceeds the actual Fund Operating Expenses for that
day, the Advisor may recoup from the Fund previous Excess Amounts reimbursed to
the Fund.
2. TERM AND TERMINATION OF AGREEMENT.
The Agreement shall terminate on the earlier of the termination of
the Advisory Agreement and January 31, 2007. The obligation of the Advisor under
Section 1 of this Agreement shall survive the termination of the Agreement
solely as to expenses and obligations incurred prior to the date of such
termination.
3. MISCELLANEOUS.
3.1 Captions. The captions in this Agreement are included for convenience
of reference only and in no other way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
3.2 Definitions. Any question of interpretation of any term or provision
of this Agreement, including but not limited to the investment advisory fee, the
computations of net asset values, and the allocation of expenses, having a
counterpart in or otherwise derived from the terms and provisions of the
Advisory Agreement or the 1940 Act, shall have the same meaning as and be
resolved by reference to such Advisory Agreement or the 1940 Act.
3.3 Amendments. This Agreement may be amended only by a written agreement
signed by each of the parties hereto.
3.4 Assignment. This Agreement may be assigned to the successors in
interest of either party with the consent of the other party.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers thereunto duly authorized, as of the day and year
first above written.
WASATCH FUNDS, INC.
By:_____________________________________
Name:
Title:
WASATCH ADVISORS, INC.
By:______________________________________
Name:
Title:
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