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                                                            EXHIBIT A



                              WASATCH INCOME FUND
                     AMENDMENT DATED AS OF__________, 1996
                        TO ADVISORY AND SERVICE CONTRACT



         WHEREAS, Wasatch Funds, Inc., a Utah corporation (the "Company"), and
Wasatch Advisors, Inc., a Utah corporation (the "Adviser"), previously entered
into that Advisory and Service Contract dated December 4, 1986 (the "Advisory
Contract"), on behalf of Wasatch Income Fund (the "Fund");

         WHEREAS, the Company and the Adviser contemplate that the Adviser will
retain a sub-adviser to assist the Adviser in furnishing an investment program
to the Fund and wish to make provision therefor.

         NOW, THEREFORE, the Company and the Adviser agree as follows:

         The Adviser is hereby authorized, at its option and expense, to retain
a sub-adviser or sub-advisers to assist the Adviser in furnishing investment
advice to the Fund; provided that the Adviser shall be responsible for
monitoring compliance  by such sub-adviser(s) with the investment policies and
restrictions of the Company and the Fund and with such other limitations or
directions as the Board of Directors of the Company may from time to time
prescribe.  Any such retention of a sub-adviser shall be subject to approval by
the Board of Directors of the Company and, to the extent required by law, the
shareholders of the Fund.  Any appointment of a sub-adviser pursuant hereto
shall in no way limit or diminish the Adviser's obligations and
responsibilities under the Advisory Agreement.

         IN WITNESS WHEREOF, the Company and the Adviser have caused this
Amendment to the Advisory Contract to be executed by their duly authorized
officers as of the day and year first above written.

WASATCH FUNDS, INC.                            WASATCH ADVISORS, INC.

By __________________________                  By __________________________
  
Its _________________________                  Its _________________________