0001193125-10-073532 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • March 31st, 2010 • Wasatch Funds Trust • Colorado

AGREEMENT dated as of , between Wasatch Funds Trust (the “Fund”), an open-end, management investment company organized as a business trust under the laws of the Commonwealth of Massachusetts, having its principal place of business at 150 Social Hall Avenue, 4th Floor, Salt Lake City, Utah 84111 and ALPS Distributors, Inc., a Colorado corporation and a registered broker-dealer under the Securities Exchange Act of 1934, having its principal place of business at 1290 Broadway, Suite 1100, Denver, CO 80203 (the “Distributor”).

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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • March 31st, 2010 • Wasatch Funds Trust

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is entered into effective as of March 31, 2010 by and between Wasatch Advisors, Inc. (the “Advisor”) and Wasatch Funds, Inc. (the “Company”), on behalf of the series of the Company (the “Funds”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • March 31st, 2010 • Wasatch Funds Trust • Utah

Agreement, dated as of March 31, 2010, by and between Wasatch Advisors, Inc., a Utah corporation (the “Adviser”), and 1st Source Corporation Investment Advisors, Inc. an Indiana corporation (the “Sub-Adviser”).

ADVISORY AND SERVICE CONTRACT
Advisory and Service Contract • March 31st, 2010 • Wasatch Funds Trust • Utah

This Agreement, made as of March 31, 2010, by and between Wasatch Funds Trust, a Massachusetts business Trust (the “Trust”), on behalf of each series of shares of common stock of the Trust that adopts this Agreement and as listed in Exhibit A hereto, as such Exhibit may be amended from time to time (each such series hereinafter referred to as a “Fund” and, collectively, the “Funds”), and Wasatch Advisors, Inc., a corporation registered as an investment adviser under the Investment Advisers Act of 1940 (the “Adviser”).

ADMINISTRATION AGREEMENT
Administration Agreement • March 31st, 2010 • Wasatch Funds Trust • Massachusetts

Agreement dated as of March 31, 2010 by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”) and Wasatch Funds Trust (the “Fund”).

CUSTODIAN AGREEMENT
Custodian Agreement • March 31st, 2010 • Wasatch Funds Trust • Massachusetts

This Agreement between WASATCH FUNDS TRUST a business trust organized and existing under the laws of the Commonwealth of Massachusetts (the “Trust”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”),

INVESTMENT ACCOUNTING AGREEMENT
Investment Accounting Agreement • March 31st, 2010 • Wasatch Funds Trust • Massachusetts

THIS AGREEMENT is made effective as of , 2010, by and between STATE STREET BANK AND TRUST COMPANY, a trust company chartered under the laws of the commonwealth of Massachusetts, having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (“State Street”), and WASATCH FUNDS TRUST, a business trust organized under the laws of the commonwealth of Massachusetts, having its principal office and place of business at 150 Social Hall Avenue, Suite 400, Salt Lake City, Utah 84111 (“Trust”).

TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • March 31st, 2010 • Wasatch Funds Trust • Wisconsin

THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of the 31st day of March, 2010, by and between Wasatch Funds Trust, a Massachusetts business trust (the “Trust”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (“UMBFS”).

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