0001193125-08-253652 Sample Contracts

ADVISORY AND SERVICE CONTRACT
Advisory and Service Contract • December 15th, 2008 • Wasatch Funds Inc

This Agreement, made as of December 15, 2008 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 • December 15th, 2008 • Wasatch Funds Inc • Utah

Agreement, dated as of December 15, 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 • December 15th, 2008 • Wasatch Funds Inc

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is entered into effective as of December 15, 2008 by and between Wasatch Advisors, Inc. (the “Advisor”) and Wasatch Funds, Inc. (the “Company”), on behalf of the Wasatch-1 st Source Income Equity Fund (the “Fund”).

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