Exhibit h-1
ADMINISTRATION AGREEMENT
Agreement dated as of July 1, 2005 by and between State Street Bank and
Trust Company, a Massachusetts trust company (the "Administrator") and Wasatch
Funds, Inc. (the "Fund").
WHEREAS, the Fund is registered as a management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Fund desires to retain the Administrator to furnish certain
administrative services to the Fund, and the Administrator is willing to furnish
such services, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF ADMINISTRATOR
The Fund hereby appoints the Administrator to act as administrator with
respect to the Fund's investment portfolios listed in Schedule A for purposes of
providing certain administrative services for the period and on the terms set
forth in this Agreement. The Administrator accepts such appointment and agrees
to render the services stated herein.
In the event that the Fund wishes to retain the Administrator to act as
administrator hereunder with respect to additional portfolios ("Additional
Funds") hereinafter established by the Fund, the Fund shall notify the
Administrator in writing. Upon written acceptance by the Administrator, such
Additional Funds shall be listed on an amended Schedule A and the provisions of
this Agreement (including those relating to the compensation and expenses
payable by the Administrator) may be modified with respect to each Additional
Fund in writing by the Fund and the Administrator at the time of the addition of
the Additional Funds.
2. DELIVERY OF DOCUMENTS
The Fund will promptly deliver to the Administrator upon request copies of
each of the following documents and all future amendments and supplements, if
any:
a. The Articles of Incorporation for the Fund;
b. The Fund's Bylaws;
c. The currently effective registration statement under the Securities
Act of 1933, as amended (the "1933 Act"), and the 1940 Act for the
Fund, the Prospectus(es) and Statement(s) of Additional Information
relating to the Fund and all amendments and supplements thereto as in
effect from time to time;
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d. Certified copies of the resolutions of the Board of Directors of the
Fund (the "Board") authorizing (1) the Fund to enter into this
Agreement and (2) certain authorized individuals to give instructions
to the Administrator pursuant to this Agreement;
e. Such other certificates, documents or opinions which the Administrator
may, in its reasonable discretion, deem necessary or appropriate in
the proper performance of its duties.
3. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator represents and warrants to the Fund that:
a. It is a Massachusetts trust company, duly organized and existing under
the laws of The Commonwealth of Massachusetts;
b. It has the corporate power and authority to carry on its business in
The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or
threatened which would materially impair the Administrator's ability
to perform its duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material breach or
be in material conflict with any other agreement or obligation of the
Administrator or any law or regulation applicable to it.
4. REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to the Administrator that:
a. It is a corporation, duly organized, existing and in good standing
under the laws of the State of Minnesota;
b. It has the corporate power and authority under applicable laws and by
its charter and Bylaws to enter into and perform this Agreement;
c. All requisite proceedings have been taken to authorize it to enter
into and perform this Agreement;
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d. No legal or administrative proceedings have been instituted or
threatened which would impair the Fund's ability to perform its duties
and obligations under this Agreement; and
e. Its entrance into this Agreement will not cause a material breach or
be in material conflict with any other agreement or obligation of the
Fund or any law or regulation applicable to it.
f. It is an investment company properly registered under the ▇▇▇▇ ▇▇▇.
g. As of the close of business on the date of this Agreement, the Fund is
authorized to issue shares of common stock or beneficial interest, as
applicable.
5. ADMINISTRATION SERVICES
The Administrator shall provide the services set forth on Schedules B and C
annexed hereto, in each case, subject to the direction of the Fund in accordance
with procedures which may be established from time to time between the Fund and
the Administrator.
The Administrator shall provide the office facilities and personnel
required by it to perform the services contemplated herein.
6. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Administrator shall receive from the Fund such compensation for the
Administrator's services provided pursuant to this Agreement as may be agreed to
from time to time in a written fee schedule approved by the parties and
initially set forth in the Fee Schedule to this Agreement. The fees are
calculated based on the average daily net assets of the Fund and billed monthly
and shall be due and payable upon receipt of the invoice. Upon the termination
of this Agreement before the end of any month, the fee for the part of the month
before such termination shall be prorated according to the proportion which such
part bears to the full monthly period and shall be payable upon the date of
termination of this Agreement. In addition, the Fund shall reimburse the
Administrator for its out-of-pocket costs incurred in connection with this
Agreement.
The Fund agrees to reimburse the Administrator for any other expenses not
contemplated by this Agreement as mutually agreed upon in writing by the Fund
and the Administrator from time to time.
The Administrator is authorized to and may employ or associate with such
person or persons as the Administrator may deem desirable to assist it in
performing its duties under this Agreement; provided, however, that the
compensation of such person or persons shall be paid by the Administrator and
that the Administrator shall be as fully responsible to the Fund for the acts
and omissions of any such person or persons as it is for its own acts and
omissions.
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7. INSTRUCTIONS AND ADVICE
At any time, the Administrator may apply to any officer of the Fund for
instructions and may consult with outside counsel for the Fund or the
independent auditors for the Fund at the expense of the Fund, or other
authorized individuals designated in writing by the Fund, for instructions with
respect to any matter arising in connection with the services to be performed by
the Administrator under this Agreement. The Administrator shall not be liable,
and shall be indemnified by the Fund, for any action taken or omitted by it in
good faith in reliance upon any such instructions or advice or upon any paper or
document believed by it to be genuine and to have been signed by such officers
or authorized individuals. The Administrator shall not be held to have notice of
any change of authority of any officer or authorized individual until receipt of
written notice thereof from the Fund. Nothing in this Section shall be construed
as imposing upon the Administrator any obligation to seek such instructions.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Administrator shall be responsible for the performance of only such
duties as are set forth in this Agreement, including those set forth on Schedule
B annexed hereto which forms a part hereof, as such Schedule B may be amended
from time to time, and, except as otherwise provided under Section 6, shall have
no responsibility for the actions or activities of any other party, including
other service providers. The Administrator shall have no liability for any error
of judgment or mistake of law or for any loss or damage resulting from the
performance or nonperformance of its duties hereunder unless solely caused by or
resulting from the negligence or willful misconduct of the Administrator, its
officers or employees. The Administrator shall not be liable for any special,
indirect, incidental, or consequential damages of any kind whatsoever
(including, without limitation, attorneys' fees) under any provision of this
Agreement or for any such damages arising out of any act or failure to act
hereunder. In any event, the Administrator's cumulative liability for each
calendar year (a "Liability Period") with respect to the Fund under this
Agreement, regardless of the form of action or legal theory, shall be limited to
the total annual compensation earned by the Administrator with respect to the
Fund and fees payable hereunder during the preceding Compensation Period, as
defined herein, for any liability or loss suffered by the Fund including, but
not limited to, any liability relating to qualification of the Fund as a
regulated investment company or any liability relating to the Fund's compliance
with any federal or state tax or securities statute, regulation or ruling during
such Liability Period. "Compensation Period" shall mean the calendar year ending
immediately prior to each Liability Period in which the event(s) giving rise to
the Fund's liability for that period have occurred. Notwithstanding the
foregoing, the Compensation Period for purposes of calculating the annual
cumulative liability of the Administrator for the Liability Period commencing on
the date of this Agreement and terminating on December 31, 2005 shall be the
date of this Agreement through December 31, 2005 on an annualized basis, and the
Compensation Period for the Liability Period commencing January 1, 2006 and
terminating on December 31, 2006 shall be January 1, 2006 through December 31,
2006.
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The Administrator shall not be responsible or liable for any failure or
delay in performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its control, including
without limitation, work stoppage, power or other mechanical failure, computer
virus, natural disaster, governmental action or communication disruption.
The Fund shall indemnify and hold the Administrator harmless from all loss,
cost, damage and expense, including reasonable fees and expenses for counsel,
incurred by the Administrator resulting from any claim, demand, action or suit
in connection with the Administrator's acceptance of this Agreement, any action
or omission by the Administrator in the performance of its duties hereunder, or
as a result of the Administrator's acting upon any instructions reasonably
believed by it to have been duly authorized by the Fund, provided that this
indemnification shall not apply to actions or omissions of the Administrator,
its officers or employees in cases of its or their own negligence or willful
misconduct.
The indemnification contained herein shall survive the termination of this
Agreement.
9. CONFIDENTIALITY
The Administrator agrees that, except as otherwise required by law or in
connection with any required disclosure to a banking or other regulatory
authority, it will keep confidential all records and information in its
possession relating to the Fund or the Fund's shareholders or shareholder
accounts and will not disclose the same to any person except at the request or
with the written consent of the Fund.
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
The Fund assumes full responsibility for complying with all securities,
tax, commodities and other laws, rules and regulations applicable to it.
In compliance with the requirements of Rule 31a-3 under the 1940 Act, the
Administrator agrees that all records which it maintains pursuant to its duties
under this Agreement shall at all times remain the property of the Fund, shall
be readily accessible during normal business hours, and shall be promptly
surrendered upon the termination of the Agreement or otherwise on written
request. The Administrator further agrees that all records which it maintains
pursuant to its duties under this Agreement pursuant to Rule 31a-1 under the
1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the
1940 Act unless any such records are earlier surrendered as provided above.
11. SERVICES NOT EXCLUSIVE
The services of the Administrator under this Agreement are not to be deemed
exclusive, and the Administrator shall be free to render similar services to
others. The Administrator shall be deemed to be an independent contractor and,
unless otherwise expressly provided herein or
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authorized by the Fund from time to time, shall have no authority to act or
represent the Fund in any way or otherwise be deemed an agent of the Fund.
12. TERM, TERMINATION AND AMENDMENT
(a) This Agreement shall become effective on the date of its execution and
shall remain in full force and effect unless either party terminates
this Agreement upon at least sixty (60) days prior written notice to
the other party, or unless the Fund terminates the services of
Administrator prior to that date. Termination of this Agreement may be
effected with or without cause and without the payment of any penalty;
provided, however, that the Fund and Administrator specifically agree
that any compensation or expense described in Section 12 (c) below
shall not be deemed a penalty.
(b) Termination of this Agreement with respect to a portfolio shall in no
way affect the continued validity of this Agreement with respect to
any other portfolio. Upon termination of this Agreement with respect
to a portfolio, Schedule A shall be amended to reflect the portfolios
subject to the terms of this Agreement.
(c) Upon termination of this Agreement, the Fund shall pay to the
Administrator such compensation and any reimbursable expenses as may
be due under the terms hereof as of the date of such termination,
including reasonable out-of-pocket expenses associated with such
termination.
(d) This Agreement may be modified or amended from time to time by mutual
written agreement of the parties hereto.
13. NOTICES
Any instruction, notice, communication or other instrument required to be
given hereunder may be (a) delivered in person to the offices of the parties as
set forth herein during normal business hours; or (b) effected directly between
electro-mechanical or electronic devices; or (c) delivered prepaid registered
mail (in which case it shall be deemed to have been served at the expiration of
five business days after posting); or (d) delivered by telecopy (in which case
it shall be deemed to have been served on the business day after the receipt
thereof). Each party hereto shall designate from time to time the person(s) and
address(es) for Proper Instructions and other communications related to the
daily operations. Instructions and other communications related to this
Agreement (including, but not limited to termination, breach, or default) shall
be delivered at the following addresses or such other addresses as may be
notified by any party from time to time.
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if to the Fund:
Wasatch Funds, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President
Phone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
If to the Administrator:
State Street Bank and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Vice President, Fund Administration
Fax: ▇▇▇-▇▇▇-▇▇▇▇
14. NON-ASSIGNABILITY
This Agreement shall not be assigned by either party hereto without the
prior consent in writing of the other party, except that the Fund or
Administrator may assign this Agreement to a successor of all or a substantial
portion of its business, or to a party controlling, controlled by or under
common control with the Fund or Administrator.
15. SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of the
Fund and the Administrator and their respective successors and permitted
assigns.
16. ENTIRE AGREEMENT
This Agreement and the Fee Schedule contain the entire understanding
between the parties hereto with respect to the subject matter hereof and
supersede all previous representations, warranties or commitments regarding the
services to be performed hereunder whether oral or in writing.
17. WAIVER
The failure of a party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver nor shall it deprive
such party of the right thereafter to insist upon strict adherence to that term
or any term of this Agreement. Any waiver must be in writing signed by the
waiving party.
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18. SEVERABILITY
If any provision of this Agreement is invalid or unenforceable, the balance
of the Agreement shall remain in effect, and if any provision is inapplicable to
any person or circumstance it shall nevertheless remain applicable to all other
persons and circumstances.
19. GOVERNING LAW
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of The Commonwealth of Massachusetts.
20. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
WASATCH FUNDS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., PhD
Title: President and Director
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
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SCHEDULE A
LIST OF PORTFOLIOS
WASATCH FUNDS, INC.:
Wasatch Core Growth Fund
Wasatch Global Science & Technology Fund
Wasatch Heritage Growth Fund
Wasatch International Growth Fund
Wasatch International Opportunities Fund
Wasatch Micro Cap Fund
Wasatch Micro Cap Value Fund
Wasatch Small Cap Growth Fund
Wasatch Small Cap Value Fund
Wasatch Ultra Growth Fund
Wasatch-▇▇▇▇▇▇▇▇▇▇ U.S. Treasury Fund
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SCHEDULE B
ADMINISTRATION RESPONSIBILITIES
a. Review the calculation of each Fund's net asset value per share ("NAV");
such review will be performed the next business day following the date the
NAV has been computed and includes, but is not limited to: (i) reviewing
security price changes greater than 10%, (ii) performing a stale price
review for prices greater than two days, (iii) performing a manual price
review and (iv) reviewing corporate actions for reasonableness;
b. Prepare for review and approval by officers of the Fund the Funds'
financial information contained within the Fund's semi-annual and annual
shareholder reports, Form N-Q reports and other quarterly reports (as
mutually agreed upon), including tax footnote disclosures where applicable,
proxy statements and other communications required or otherwise to be sent
to Fund shareholders;
c. Coordinate the audit of the Fund's financial statements by the Fund's
independent accountants, including the preparation of supporting audit
workpapers and other schedules, and make such reports and recommendations
to the Board concerning the performance of the independent accountants as
the Board may reasonably request;
d. Prepare for review by an officer of the Fund the Fund's periodic financial
reports required to be filed with the Securities and Exchange Commission
("SEC") on Form N-SAR and financial information required by Form N-1A, Form
N-CSR and such other reports, forms or filings as may be mutually agreed
upon;
e. Prepare for review by an officer of the Fund annual fund expense budgets,
perform accrual analyses and rollforward calculations and recommend changes
to fund expense accruals on a periodic basis, arrange for payment of the
Fund's expenses, review calculations of fees paid to the Fund's investment
adviser, custodian, fund accountant, distributor and transfer agent, and
obtain authorization of accrual changes and expense payments;
f. Provide periodic testing of portfolios with respect to compliance with
Internal Revenue Code mandatory qualification requirements, the
requirements of the 1940 Act and the Fund's prospectus limitations as may
be mutually agreed upon, including quarterly compliance reporting to the
Fund's officers as well as preparation of Board compliance materials;
g. Prepare and furnish total return performance information, including such
information on an after-tax basis, calculated in accordance with applicable
U.S. securities laws and regulations, as may be reasonably requested by
fund management;
h. Prepare and disseminate vendor survey information;
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i. Prepare and coordinate the filing of Rule 24f-2 notices, including
coordination of payment;
j. Prepare and coordinate the filing of Form N-PX;
k. Provide on a periodic basis information to the Fund's Chief Compliance
Officer regarding the Administrator's compliance with its Compliance
Program;
l. Provide sub-certificates in connection with the certification requirements
of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to the services provided by
the Administrator;
m. Maintain certain books and records of the Fund as required under Rule
31a-1(b) of the 1940 Act, as may be mutually agreed upon;
n. Consult with the Fund's officers, independent accountants, legal counsel,
custodian, fund accountant, distributor, and transfer agent in establishing
the accounting policies of the Fund;
o. Perform Blue Sky services pursuant to the specific instructions of the
Fund's officers as detailed in Schedule C;
p. Prepare agenda and background materials for Board and Committee meetings,
make presentations at Board and Committee meetings where appropriate,
prepare minutes and follow-up on matters raised at Board and Committee
meetings and attend shareholder meetings and prepare minutes;
q. If requested by Fund management, prepare and mail quarterly and annual Code
of Ethics forms for disinterested Board members, including a review of
returned forms against portfolio holdings and reporting to the Board;
r. Prepare for filing with the SEC Form N-CSR and amendments to the Fund's
registration statement, including updating the Prospectus and Statement of
Additional Information;
s. Prepare for filing with the SEC proxy statements and provide consultation
on proxy solicitation matters;
t. Maintain general Board calendars and regulatory filings calendars;
u. Maintain copies of the Fund's charter and by-laws;
v. Act as liaison to legal counsel to the Fund if desired and, where
applicable, to legal counsel to the Fund's independent Board members;
w. Assist in developing guidelines and procedures to improve overall
compliance by the Fund;
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x. Assist the Fund in the handling of routine regulatory examinations and work
closely with the Fund's legal counsel in response to any non-routine
regulatory matters;
y. Coordinate with insurance providers, including soliciting bids for
Directors & Officers/Errors & Omissions insurance and fidelity bond
coverage, file fidelity bonds with the SEC and make related Board
presentations;
z. Compute tax basis provisions for both excise and income tax purposes;
aa. Prepare each Fund's federal, state, and local income tax returns and
extension requests for review and for filing by the Fund's independent
accountants and filing by the Fund's treasurer, including Form 1120-RIC,
Form 8613 and Form 1099-MISC;
bb. Coordinate Forms 1042/1042S with the Fund's transfer agent;
cc. Prepare information for Section 852 mailings;
dd. Review and sign off on periodic income distribution calculations and annual
minimum distribution calculations (income and capital gain) prior to their
declaration; and
ee. Provide periodic certifications and reasonable documentation to the Chief
Compliance Officer of the Fund in connection with Rule 38a-1 of the 1940
Act.
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SCHEDULE C
NOTICE FILING WITH
STATE SECURITIES ADMINISTRATORS
AT THE SPECIFIC DIRECTION OF THE FUND, THE ADMINISTRATOR WILL PREPARE REQUIRED
DOCUMENTATION AND MAKE NOTICE FILINGS IN ACCORDANCE WITH THE SECURITIES LAWS OF
EACH JURISDICTION IN WHICH FUND SHARES ARE TO BE OFFERED OR SOLD PURSUANT TO
INSTRUCTIONS GIVEN TO THE ADMINISTRATOR BY THE FUND.
THE FUND SHALL BE SOLELY RESPONSIBLE FOR THE DETERMINATION (I) OF THOSE
JURISDICTIONS IN WHICH NOTICE FILINGS ARE TO BE SUBMITTED AND (II) THE NUMBER OF
FUND SHARES TO BE PERMITTED TO BE SOLD IN EACH SUCH JURISDICTION. IN THE EVENT
THAT THE ADMINISTRATOR BECOMES AWARE OF (A) THE SALE OF FUND SHARES IN A
JURISDICTION IN WHICH NO NOTICE FILING HAS BEEN MADE OR (B) THE SALE OF FUND
SHARES IN EXCESS OF THE NUMBER OF FUND SHARES PERMITTED TO BE SOLD IN SUCH
JURISDICTION, THE ADMINISTRATOR SHALL REPORT SUCH INFORMATION TO THE FUND, AND
IT SHALL BE THE FUND'S RESPONSIBILITY TO DETERMINE APPROPRIATE CORRECTIVE ACTION
AND INSTRUCT THE ADMINISTRATOR WITH RESPECT THERETO.
The Blue Sky services shall consist of the following:
1. Filing of Fund's Initial Notice Filings, as directed by the Fund;
2. Filing of Fund's renewals and amendments as required;
3. Filing of amendments to the Fund's registration statement where
required;
4. Filing Fund sales reports where required;
5. Payment at the expense of the Fund of all Fund Notice Filing fees;
6. Filing the Prospectuses and Statements of Additional Information and
any amendments or supplements thereto where required;
7. Filing of annual reports and proxy statements where required; and
8. The performance of such additional services as the Administrator and
the Fund may agree upon in writing.
Unless otherwise specified in writing by the Administrator, Blue Sky services by
the Administrator shall not include determining the availability of exemptions
under a jurisdiction's blue sky law. Any such determination shall be made by the
Fund or its legal counsel. In connection with the services described herein, the
Fund shall issue in favor of the Administrator a power of attorney to submit
Notice Filings on behalf of the Fund, which power of attorney shall be
substantially in the form of Exhibit I attached hereto.
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EXHIBIT I
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of July 1, 2005 that Wasatch Funds, Inc., on
behalf of each of its series (collectively the "Funds"), with principal offices
at 150 Social Hall Avenue, 4th Floor, Salt Lake City, Utah, makes, constitutes,
and appoints STATE STREET BANK AND TRUST COMPANY (the "Administrator") with
principal offices at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ its lawful
attorney-in-fact for it to do as if it were itself acting, the following:
1. NOTICE FILINGS FOR FUND SHARES. The power to submit notice filings for the
Funds in each jurisdiction in which the Funds' shares are offered or sold and in
connection therewith the power to prepare, execute, and deliver and file any and
all of the Funds' applications including without limitation, applications to
provide notice for the Funds' shares, consents, including consents to service of
process, reports, including without limitation, all periodic reports, or other
documents and instruments now or hereafter required or appropriate in the
judgment of the Administrator in connection with the notice filings of the
Funds' shares.
2. CHECKS. The power to draw, endorse, and deposit checks in the name of the
Funds in connection with the notice filings of the Funds' shares with state
securities administrators.
3. AUTHORIZED SIGNERS. Pursuant to this Limited Power of Attorney, individuals
holding the titles of Officer, Blue Sky Manager or Senior Blue Sky Administrator
at the Administrator shall have authority to act on behalf of the Funds with
respect to items 1 and 2 above.
The execution of this Limited Power of Attorney shall be deemed coupled with an
interest and shall be revocable only upon receipt by Administrator of such
termination of authority. Nothing herein shall be construed to constitute the
appointment of the Administrator as or otherwise authorize the Administrator to
act as an officer, director or employee of the Funds.
IN WITNESS WHEREOF, Wasatch Funds, Inc. has caused this Limited Power of
Attorney to be executed in its name and on its behalf by and through its duly
authorized officer, as of the date first written above.
WASATCH FUNDS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
Subscribed and sworn to before me
this 25th day of October, 2005
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Notary Public
State of Utah
In and for the County of Salt Lake
My Commission expires September 9, 2007
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