0001193125-08-216131 Sample Contracts

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • October 24th, 2008 • Wasatch Funds Inc

This AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT (the “Agreement”) is entered into effective as of June 30, 2008 by and between Wasatch Advisors, Inc. (the “Advisor”) and Wasatch Funds, Inc. (the “Company”), on behalf of the series of the Company (the “Funds”).

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ADVISORY AND SERVICE CONTRACT
Advisory and Service Contract • October 24th, 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”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 24th, 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”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • October 24th, 2008 • Wasatch Funds Inc

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is entered into effective as of by and between Wasatch Advisors, Inc. (the “Advisor”) and Wasatch Funds, Inc. (the “Company”), on behalf of the Wasatch-1st Source Income Equity Fund (the “Fund”).

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