0001193125-08-195263 Sample Contracts

ADVISORY AND SERVICE CONTRACT
Advisory and Service Contract • September 12th, 2008 • Wasatch Funds Inc

This Agreement, made as of [ ] by and between Wasatch Funds, Inc., a Minnesota corporation (the “Corporation”), on behalf of each Fund represented by a series of shares of common stock of the Fund that adopts this Agreement (each a “Fund” and, collectively, the “Funds”) (the Funds, together with the date each Fund adopts this Agreement, are set forth in Exhibit A hereto, which shall be updated from time to time to reflect additions, deletions or other changes thereto), and Wasatch Advisors, Inc., a Utah corporation (the “Adviser”).

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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • September 12th, 2008 • Wasatch Funds Inc • Utah

Agreement, dated as of ___________, 2008, by and between Wasatch Advisors, Inc., a Utah corporation (the “Advisor”), and 1st Source Corporation Investment Advisors, Inc. an Indiana corporation (the “Sub-Advisor”).

DRAFT
Wasatch Funds Inc • September 12th, 2008
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