ex10k.htm


    PURCHASE
AND SALE AGREEMENT

     

    This
AGREEMENT is made as of
this 25th day of August, 2008, by and between 1st Source
Corporation Investment Advisors, Inc., an Indiana corporation with a principal
place of business at 100 North Michigan Street, South Bend, Indiana 46601
(“Seller”) and
WA Holdings, Inc., a Utah corporation with a principal place of business at
150 Social Hall Avenue, 4th Floor, Salt Lake City, Utah 84111 (“Buyer”).

     

    WHEREAS, Seller acts as
investment adviser and sponsor to the 1st Source
Monogram Income Equity Fund (the “Current Income Equity Fund”),
the 1st Source
Monogram Long/Short Fund (the “Current Long/Short Fund”) and
the 1st Source
Monogram Income Fund (the “Current Income Fund”) (in such
capacity to the Current Income Equity Fund, Current Long/Short Fund and Current
Income Fund, the “Business”) (each of the
Current Income Equity Fund, the Current Long/Short Fund and the Current Income
Fund is a “Seller Fund”
and, collectively, the “Seller
Funds”), each a series of the Coventry Group (the “Trust”), a Massachusetts
business trust that is registered with the Securities and Exchange Commission
(the “SEC”) as an
open-end investment company under the Investment Company Act of 1940, as amended
(the “1940 Act”);
and

     

    WHEREAS, Wasatch Advisors,
Inc. (“Wasatch”), a
wholly-owned subsidiary of Buyer, acts as investment adviser and sponsor to the
Wasatch Funds, Inc. (the “Wasatch Funds”), a Minnesota
corporation that is registered with the SEC as an open-end investment company
under the 1940 Act; and

     

    WHEREAS, the parties intend to
transfer the Business Assets to Buyer under the terms specified in this
Agreement in the following manner:  The Wasatch Funds will establish
three new funds and file an amendment (the “Amendment”) to its existing
Registration Statement on Form N-1A (the “Registration Statement”) with
the SEC for the purpose of registering shares of the three new funds (the “Shell Funds”) corresponding to
the three Seller Funds (each such respective new fund, or any successor thereto,
including by reorganization, asset transfer, merger or otherwise, the “New Income Equity Fund”, the
“New Long/Short Fund”
and the “New Income
Fund” and, collectively following the Closing, the “New
Funds”).  Wasatch Advisors will act as the investment adviser
to the New Income Equity Fund, New Long/Short Fund and the New Income Fund, and
Seller will act as the subadvisor to the New Income Fund. The Wasatch Funds,
acting on behalf of the Shell Funds, and the Trust, acting on behalf of the
Seller Funds, will enter into an Agreement and Plan of
Reorganization in the form and substance of Exhibit A hereto
(the “Reorganization
Agreement”) pursuant to which the respective Shell Funds will agree to
acquire all of the assets and liabilities of their counterpart Seller Funds in
exchange for Shell Fund shares, which in turn will be distributed pro rata to
the former shareholders of the Seller Funds in a transaction intended to qualify
as a “reorganization” as defined in Section 368(a) of the Internal Revenue
Code of 1986, as amended (the “Reorganization”).  Shareholders
of the Seller Funds will be solicited to approve the Reorganization by means of
a prospectus/proxy statement (the “Prospectus/Proxy Statement”)
of the New Funds filed with the SEC and mailed to the shareholders of the Seller
Funds in connection with a special meeting to be held for such purpose;
and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    WHEREAS,
on the date hereof and in connection herewith the following agreements ancillary
hereto have been entered into:

     

    1. Research
and Consulting Agreement by and between Wasatch and Seller (the “Research and Consulting
Agreement”);

     

    2. Separation
Agreement by and between Ralph C. Shive (“Shive”) and Seller (the “Shive Separation
Agreement”);

     

    3. Separation
Agreement by and between Michael L. Shinnick (“Shinnick”) and Seller (the
“Shinnick Separation
Agreement”);

     

    4. Employment
Agreement by and between Shive and Buyer (the “Shive Employment Agreement”);
and

     

    5. Employment
Agreement by and between Shinnick and Buyer (the “Shinnick Employment
Agreement”).

     

    NOW, THEREFORE, in
consideration of the premises and mutual covenants contained herein and further
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

     

    SECTION I.

     

    OFFER
AND SALE OF THE BUSINESS; CLOSING

     

    A. Sale of Business
Assets.  Subject to the terms and conditions contained in this
Agreement, upon the Closing, Seller will assign, transfer and sell the Business
Assets to Buyer and Buyer will purchase and accept the Business Assets from
Seller in consideration of the purchase price set forth in subsection D
below (the “Purchase
Price”).  The term “Business Assets” means all
right, title and interest that Seller possesses and has the right to transfer in
and to (i) the goodwill of the Business and (ii) the performance
record and related records of the Business.  Other than the Business
Assets, Seller is not assigning, transferring or selling any assets of Seller to
Buyer.

     

    B. Liabilities.  Seller
agrees to retain all pre-Closing liabilities associated with the
Business.  Buyer is not assuming any liabilities from Seller as part
of the transactions contemplated by this Agreement.

     

    C. Closing Date and
Place.  Subject to the terms and conditions of Section IV
hereof (the “Closing
Conditions”), the consummation of the transactions referred to in this
Agreement (the “Closing”) shall take place
promptly following the satisfaction or waiver of the condition precedents in
Section IV below, or on such other date as may be agreed upon by the
parties (the “Closing
Date”), and in any event shall take place simultaneously with the closing
of the transactions contemplated by the Reorganization Agreement. The Closing shall take
place at the offices of Vedder Price P.C., 222 North LaSalle Street,
Chicago, Illinois 60601-1003, or such other place as the parties mutually
agree.  The parties agree that the Closing may occur by the electronic
transmission or courier delivery of any documents required in connection with
the 

     

    
      
        
        

      

      
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    Closing
and that neither party will be required to have a representative physically
present at the Closing.

     

    D. Purchase Price.  The
Purchase Price shall equal the sum of all amounts due under the Initial Payment,
Earn-Out Fees and Aggregate IE Value Earn-Out Fees as described in
subsections 1, 2 and 3 below.

     

    1. Thirteen
Million Dollars ($13,000,000) to be paid at Closing (the “Initial
Payment”).

     

    2. Buyer
shall pay Seller a purchase price earn-out fee (“Earn-Out Fee”) for each of the
New Income Equity Fund and the New Long/Short Fund (calculated as set forth in
(a) through (c) below) monthly for each month (or portion thereof) beginning
with the month in which the Closing occurs and ending with the month during
which falls the tenth anniversary of the Closing (the “Earn-Out Fee
Term”).  Each Earn-Out Fee payment shall equal the sum of the
Daily Earn-Out Fees for each Fund for each month (or portion thereof), and shall
be paid within ten days following the end of the calendar month, with the first
Earn-Out Fee payment due within ten days following the end of the calendar month
in which the Closing occurs.  Exhibit B
attached hereto sets forth an example of the calculation of the Earn-Out Fees
using actual data for the time period set forth thereon.  Each
Earn-Out Fee shall be calculated in accordance with the terms hereof, including
as set forth on Exhibit B.  With
each monthly Earn-Out Fee payment, Buyer shall provide Seller with a spreadsheet
in the form of Exhibit B hereto
showing its calculation of the amount due and then being paid and such
spreadsheet shall be certified as true, accurate and correct by the Buyer’s
chief financial officer.

     

    (a). For each
day in the period (the month or partial month), the Daily Earn-Out Fee for the
New Income Equity Fund shall be an amount equal to (i) 0.0015/365,
multiplied by (ii) an amount (“IE Net New Assets”) equal to
the excess, if any, of (A) the total ending assets in the New Income Equity
Fund as of the close of business (the “IE Aggregate Market Value”),
over (B) (i) Six Hundred and Twenty-Seven Million Eight Hundred
Sixty-Three Thousand Five Hundred Ninety-Six Dollars and Thirty-Two Cents
($627,863,596.32) multiplied by (ii) one plus the fund’s Cumulative Fund
Return from June 15, 2008 through the day of the calculation (the “IE Adjusted Base
Assets”).  The Daily Earn-Out Fee for each day that is not a
business day shall equal the Daily Earn-Out Fee, if any, for the preceding
business day.

     

    
      
        
        

      

      
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    (b). For each
day in the period (the month or partial month), the Daily Earn-Out Fee for the
New Long/Short Fund shall be an amount equal to (i) 0.0015/365, multiplied
by (ii) an amount (“LS Net
New Assets”) equal to the excess, if any, of (A) the total ending
assets in the New Long/Short Fund as of the close of business (the “LS Aggregate Market Value”),
over (B) (i) Ninety-Nine Million Nine Hundred Thirty-Three Thousand
Nine Hundred Ninety-Four Dollars and Forty-Four Cents ($99,933,994.44)
multiplied by (ii) one plus the fund’s Cumulative Fund Return from
June 15, 2008 through the day of the calculation (the “LS Adjusted Base
Assets”).  The Daily Earn-Out Fee for each day that is not a
business day shall equal the Daily Earn-Out Fee, if any, for the preceding
business day.

     

    (c). Definitions
and special rules:

     

    (i) “Base NAV” means, for the New
Income Equity Fund, $14.920 per share, and for the New Long/Short Fund, $11.770
per share.

     

    (ii) “Cumulative Fund Return” means,
for each of the New Income Equity Fund and New Long/Short Fund, the quotient
obtained by dividing (A) the sum of (i) the Daily NAV Changes
(positive or negative) for such fund (or its predecessor) for each day beginning
on [June 16, 2008] and continuing through the
computation date, plus (ii) the cumulative per-share distributions
expressed as a positive number (whether dividend, capital gains, or otherwise)
made by such fund (or its predecessor) for all periods beginning on [June 16, 2008] and continuing through the
computation date, by (B) the Base NAV with respect to such
fund.

     

    (iii) “Daily NAV Change” means, for
each of the New Income Equity Fund and New Long/Short Fund, the per-share net
asset value (NAV) as of the close of business on such day, minus the per-share
NAV of such fund (or its predecessor) as of the close of business the prior
business day, in each case computed in accordance with generally accepted
accounting principals consistent with past practice of each such
fund.

     

    (iv) In the
event of a split, combination, subdivision or other similar adjustment to the
number of shares in the New Income Equity Fund or the New Long/Short Fund, the
calculations of the amounts due shall be appropriately adjusted.

     

    (d). Each
Earn-Out Fee payment under this Section I.D.2. will be subject to a
discount of ten percent (10%) (the “Earn-Out Fee Discount”) so
long as each of the following conditions remain true and correct (the “Discount
Conditions”):

     

    (i) Shive and
Shinnick are employed by Buyer or an affiliate of Buyer and Shive is acting as
portfolio manager to the New Income Equity Fund and Shinnick is acting as
portfolio manager to the New Long/Short Fund;

     

    (ii) Buyer is
not in breach of any of the terms of the Research and Consulting Agreement
(including such provisions contained in such agreement with respect to Shive and
Shinnick  performing the consulting services called for in such
agreement in accordance with the terms thereof); and

     

    (iii) Buyer is
not in breach of any of the terms hereof, including, without limitation,
Article VII hereof and Shive and Shinnick are not in violation of the
restrictive covenants referenced in Section VII.B. hereof (assuming for the
purposes hereof that Shive and Shinnick were in direct privity with Seller with
respect to such restrictive covenants).

     

    Upon any
of the Discount Conditions becoming unsatisfied for any reason, the Earn-Out Fee
Discount shall no longer be applicable to any Earn-Out Fee payment.

     

    
      
        
        

      

      
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    3. In
addition to the Earn-Out Fees set forth above, Buyer shall pay Seller an
additional fee (“Aggregate IE
Value Earn-Out Fee”) which shall accrue daily beginning the day after the
Closing Date and continuing through the five (5) year anniversary of the Closing
Date, in a daily amount equal to (i) the Incremental IE Management Fee
divided by 365, multiplied by (ii) the IE Aggregate Market Value as of the
close of business on each such day.  The “Incremental IE Management
Fee” means 90% of the amount by which the gross investment management fee
payable by the New Income Equity Fund exceeds eighty (80) basis points of assets
annually; provided that the Incremental IE Management Fee shall not exceed nine
(9) basis points.  The Aggregate IE Value Earn-Out Fee will be paid
monthly for five years following Closing.  Each Aggregate IE Value
Earn-Out Fee that is due will be paid within ten days of the end of the calendar
month, with the first Aggregate IE Value Earn-Out Fee payment due within ten
days of the end of the calendar month in which Closing occurs.  Exhibit B
attached hereto sets forth an example of the calculations of the Aggregate IE
Value Earn-Out Fee using actual data for the time period set forth
thereon.  Each Aggregate IE Value Earn-Out Fee shall be calculated in
accordance with the  terms hereof, including as set forth on Exhibit B.  With
each monthly Aggregate IE Value Earn-Out Fee payment, Buyer shall provide Seller
with a spreadsheet in the form of Exhibit B hereto
showing its calculation of the amount then due and being paid and such
spreadsheet shall be certified as true, accurate and correct by the chief
financial officer of Buyer.

     

    4. With
respect to the determination of the Earn-Out Fee or the Aggregate IE Value
Earn-Out Fee, Buyer and Seller hereby agree that:

     

    (a). Buyer
shall deliver or make available to Seller and/or its representatives promptly
and, in any event, within two (2) business days after any written request, any
and all work papers or other information of Buyer or any third party (including
each transfer agent) related to monthly spreadsheet and the determination,
preparation or calculation of the Earn-Out Fee and the Aggregate IE Value
Earn-Out Fee, including, without limitation, the number of units outstanding and
the aggregate value of each New Fund on a daily basis. If Seller does not
object, or otherwise fails to respond, to the determination of the Earn-Out Fee
or the Aggregate IE Value Earn-Out Fee as set forth by Buyer within thirty (30)
days after delivery of such monthly spreadsheet to Seller (such period of time
to be reasonably extended in the event that Buyer fails to promptly provide such
work papers or other information in accordance with the immediately preceding
sentence), then such determination of the Earn-Out Fee or the Aggregate IE Value
Earn-Out Fee, as the case may be, specified therein shall automatically become
final and conclusive.  In the event that Seller objects to the
determination of the Earn-Out Fee or the Aggregate IE Value Earn-Out Fee as set
forth by Buyer within such thirty (30) day period (as may be extended pursuant
to the immediately preceding sentence), Seller and Buyer shall promptly meet and
endeavor to reach agreement as to the determination of the Earn-Out Fee or the
Aggregate IE Value Earn-Out Fee, as the case may be.  If Seller and
Buyer agree on the determination of the Earn-Out Fee or the Aggregate IE Value
Earn-Out Fee, as the case may be (as revised pursuant to any agreement between
Buyer and Seller), then the specified determination therein shall become final
and conclusive.  If Seller and Buyer are unable to reach agreement
within twenty-one (21) days after the delivery of such objection to the
determination of the Earn-Out Fee or the Aggregate IE Value Earn-Out Fee, as the
case may be, then Grant Thornton LLP (the 

     

    
      
        
        

      

      
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    “Independent Accountants”)
shall promptly be retained to undertake a determination of the Earn-Out Fee or
the Aggregate IE Value Earn-Out Fee, as the case may be.  Only
disputed item(s) shall be submitted to the Independent Accountants for
review.  In resolving any disputed item, the Independent Accountants
may not assign a value to such item greater than the greatest value for such
item claimed by either party or less than the lowest value for such item claimed
by either party, in each case as presented to the Independent
Accountants.  The determination of the Independent Accountants as to
any item in dispute shall be based solely on presentations by Seller and Buyer
(i.e., not on
independent review), and on the definitions set forth and other provisions
contained in this Agreement.  Such determination of the Independent
Accountants shall be final and binding on Seller and Buyer.

     

    (b). Within
five (5) business days of the final determination of the Earn-Out Fee or
Aggregate IE Value Earn-Out Fee, pursuant to this Section 4, Buyer or
Seller, as the case may be, shall pay or cause to be paid to the other an amount
equal to (i) the amount by which the final Earn-Out Fee or Aggregate IE
Value Earn-Out Fee is greater or less than the original Earn-Out Fee or
Aggregate IE Value Earn-Out Fee set forth and paid by Buyer to Seller, and
(ii) interest on such amount at a rate equal to the lower of (x) ten
percent (10%) per annum or (y) the highest rate permitted by law thereon,
from the date of such original payment of the Earn-Out Fee or Aggregate IE Value
Earn-Out Fee to the date of payment of the final determined Earn-Out Fee or
Aggregate IE Value Earn-Out Fee pursuant to this Section 4, as the case may
be (such difference and interest thereon being the “Fee Reconciliation
Amount”).  If the Fee Reconciliation Amount results in the
payment of additional funds to Seller, Buyer shall promptly pay such Fee
Reconciliation Amount to Seller and pay all expenses and fees of the Independent
Accountants with respect to such final determination.  If the Fee
Reconciliation Amount does not result in the payment of additional funds to
Seller, Seller shall promptly pay or cause to be paid all expenses and fees of
the Independent Accountants with respect to such final
determination.  Final determination and payment of the Fee
Reconciliation Amount shall be made without regard to any claims or offsets that
either Seller or Buyer may have asserted against one another.

     

    5. Any
Earn-Out Fee or Aggregate IE Value Earn-Out Fee payment which is not paid when
due shall accrue interest at a rate equal to the lower of (x) ten percent
(10%) per annum or (y) the highest rate permitted by law, from the due date
of such payment until the date such payment (including all accrued interest) is
paid in full.

     

    E. Income
Fund.  Wasatch will promptly recommend to the Wasatch Funds
Board of Directors (the “Wasatch Board”) that Seller
become the investment subadvisor to the New Income Fund and the Investment
Subadvisory Agreement with respect to such Income Fund shall be as set forth in
Exhibit C hereto (the “New
Investment Subadvisory Agreement”).  The investment management
fee of the New Income Fund will continue at 0.55% of average daily net assets
annually, and 0.52% of average daily net assets will be paid to Seller pursuant
to the Income Fund New Investment Subadvisory Agreement.  Subject to
its fiduciary duties, Buyer will use its reasonable best efforts to cause the
Wasatch Board to not terminate or fail to renew Seller as the subadvisor to the
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    the
subadvisory fees, on terms not less favorable than, as set forth in the New
Investment Subadvisory Agreement.

     

    F. Making of
Payments.  Buyer shall make all payments of the Purchase Price
in immediately available funds by wire transfer to the account or accounts
designated by Seller.

     

    G. Allocation of Purchase
Price.  The Purchase Price shall be allocated among the
Business Assets as mutually agreed between Buyer and Seller prior to the Closing
Date.  The parties agree that such allocation shall be used by them
and respected for all purposes, including income tax purposes, and that the
parties shall follow such allocation for all reporting purposes.

     

    H. Closing
Deliveries.  At the Closing, (i) the Seller will execute
and deliver the certificate referenced in Section IV.B.4.; (ii) the
Buyer will execute and deliver the certificate referenced in
Section IV.A.3; (iii) the Seller will execute and deliver to Buyer a
bill of sale (the “Bill of
Sale”); and (iv) Buyer will deliver to Seller the Initial Payment as
specified in Section I.D.1.

     

    SECTION II.

     

    REPRESENTATIONS,
WARRANTIES AND COVENANTS OF SELLER

     

    Except as
otherwise disclosed to Buyer in the Seller’s disclosure schedules to this
Agreement (“Seller’s Disclosure
Schedules”), Seller hereby represents and warrants to Buyer as of the
date hereof the matters set forth in Sections II.A, B, C, D and E below and
covenants with Buyer the matters set forth in Section II.F below as
follows:

     

    A. Authority to Execute and Perform
Agreements; Enforceability.

     

    1. Seller
has the full legal right and power and all authority and approval required to
enter into, execute and deliver this Agreement and to perform its obligations
hereunder; and

     

    2. This
Agreement has been duly authorized, executed and delivered and is a valid and
binding obligation of Seller, enforceable against Seller in accordance with its
terms, subject only to qualifications relating to the enforcement of rights and
remedies created under bankruptcy, insolvency, reorganization, moratorium or
other laws of general application affecting the rights and remedies of creditors
and general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law).

     

    3. Subject
to approval of the Reorganization Agreement by the Board of Trustees of the
Trust, the Trust, on behalf of each of the Seller Funds, has the full legal
right and power and all authority and approval required to enter into, execute
and deliver the Reorganization Agreement and to perform its obligations
thereunder; and

     

    4. The
Reorganization Agreement is fully enforceable against the Seller Funds in
accordance with its terms, subject only to qualifications relating to the
enforcement of rights and remedies created under bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting the
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    of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law).

     

    B. Non-Contravention;
Compliance.

     

    1. The
execution, delivery and performance of this Agreement by Seller, and the
consummation of the transactions contemplated hereby on the terms and conditions
stated herein, will not violate any provision of Federal or state law, statute,
ordinance or regulation or the rules of self-regulatory organizations (“Laws”) applicable to Seller
and will not conflict with, or result in the breach or termination of any
provision of, or constitute a default under, any material contract, other
instrument or agreement by which Seller is bound;

     

    2. Seller,
and 1st Source Bank, and, to Seller’s knowledge, the Seller Funds have at all
times conducted their respective businesses and all operations in material
compliance with, and each of them is in material compliance with, all Laws
applicable to each such entity and their respective businesses;

     

    3. To the
Seller’s knowledge, the execution, delivery and performance of the
Reorganization Agreement by the Trust on behalf of the Seller Funds and the
consummation of the transactions contemplated thereby on the terms and
conditions stated therein, will not violate any provision of Law applicable to
the Seller Funds or the Trust and will not conflict with, or result in the
breach or termination of any provision of, or constitute a default under, any
material contract, other instrument or agreement by which any of the Seller
Funds or the Trust or their respective assets are bound; and

     

    4. Seller is
registered under the Investment Advisers Act of 1940, as amended (“Advisers Act”) as an
investment adviser with the SEC.

     

    C. Litigation.  There
is no litigation, proceeding or, to Seller’s knowledge, investigation, pending
or threatened before any court or governmental or regulatory agency against
Seller or, to Seller’s knowledge, any of the Seller Funds that involves or could
be reasonably expected to adversely affect, the Business, the Seller Funds, the
transactions contemplated by this Agreement or the Reorganization Agreement, or
the Business Assets to be acquired by Buyer pursuant to this
Agreement.

     

    D. Insolvency.  Seller
is not insolvent, and no proceedings, in a court having jurisdiction, under any
state or federal bankruptcy or insolvency law or under laws for relief of
debtors, by or against Seller have been made.

     

    E. Disclosure
Matters.  All information supplied in writing to Buyer or its
counsel by Seller for inclusion in the Prospectus/Proxy Statement, the
Registration Statement and the Amendment relating to Seller, the Seller Funds,
and their respective affiliates (as such term is defined under the 1940 Act) and
their respective officers, directors, and trustees and to Seller’s knowledge, by
service providers to the Seller Funds (excluding Seller) (collectively, “Seller Information”), will be
true and correct in all material respects at the time indicated, as the case may
be, and shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
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    shareholder
of the Seller Funds evaluating the transactions described in the
Prospectus/Proxy Statement.

     

    F. Covenants Pending the
Closing.  Except as otherwise provided herein, from and after
the date hereof and until the Closing Date:

     

    1. Seller
will permit Buyer and its representatives (including its counsel and auditors),
at reasonable times during normal business hours and in a manner which will not
materially disrupt the Business, to have free and full access to examine and
make copies of all Seller’s books and records pertaining to the Business,
whether or not delivered to Buyer pursuant hereto (including, but not limited
to, correspondence, corporate minutes and record books, memoranda, books of
account, accountants’ work papers and the like), in order that Buyer may have
full opportunity to make such investigation as it shall desire of the Business
and the Seller Funds.  Such access shall be subject to any and all
confidentiality obligations of Seller thereto and any attorney-client privilege
of Seller thereto. Seller will use its
reasonable best efforts to allow Buyer access to the books and records of the
Seller Funds’ service providers and the books and records of the Seller
Funds.  All information obtained by Buyer during such investigations
shall be kept in confidence and shall be used and held as confidential and
proprietary information pursuant to the terms and conditions of that certain
Non-Disclosure & Non-Solicitation Agreement by and between Buyer and Seller,
dated as of March 3, 2008.

     

    2. Seller
will continue to operate the Business in material compliance with applicable
Laws and consistent with past practices and shall not take any action, or fail
to take any action, which could be reasonably expected to have a material
adverse effect on the Business or the Seller Funds.

     

    3. Seller
will not, directly or indirectly, solicit, encourage or facilitate the making or
submission of any Acquisition Proposal or take any action that could reasonably
be expected to lead to an Acquisition Proposal, including engaging in
discussions or negotiations with any person with respect to any acquisition
proposal or that could reasonably be expected to lead to an acquisition
proposal.  For purposes of this subsection, an “Acquisition Proposal” means
any offer, proposal, inquiry or indication of interest regarding an acquisition,
merger or other similar transaction with the Seller Funds.

     

    4. Seller
will use its reasonable best efforts to cause the conditions set forth in
Section IV to be satisfied and to consummate the transactions contemplated
by this Agreement as soon as reasonably possible and in any event prior to the
Closing Date.

     

    SECTION III.

     

    REPRESENTATIONS,
WARRANTIES AND COVENANTS OF BUYER

     

    Buyer
represents and warrants  to Seller as of the date hereof the matters
set forth in Sections III.A, B, C, D and E below and covenants with Seller
the matters set forth in Sections III.F. and G. below as
follows:

     

    
      
        
        

      

      
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    A. Authority to Execute and Perform
Agreements; Enforceability.

     

    1. Buyer has
the full legal right and power and all authority and approval required to enter
into, execute and deliver this Agreement and to perform its obligations
hereunder;

     

    2. This
Agreement has been duly authorized, executed and delivered and is a valid and
binding obligation of Buyer, enforceable against Buyer in accordance with its
terms, subject only to qualifications relating to the enforcement of rights and
remedies created under bankruptcy, insolvency, reorganization, moratorium or
other laws of general application affecting the rights and remedies of creditors
and general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law);

     

    3. Subject
to approval of the Reorganization Agreement by the Board of Directors of the
Wasatch Funds, the Wasatch Funds, on behalf of each of the Shell Funds, has the
full legal right and power and all authority and approval required to enter
into, execute and deliver the Reorganization Agreement and to perform its
obligations thereunder;

     

    4. The
Reorganization Agreement is fully enforceable against the Shell Funds in
accordance with its terms, subject only to qualifications relating to the
enforcement of rights and remedies created under bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting the
rights and remedies of creditors and general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law);
and

     

    5. Buyer has
the financial capacity to pay the Initial Payment and to consummate this
Agreement and transactions contemplated herein.

     

    B. Non-Contravention;
Compliance.

     

    1. The
execution, delivery and performance of this Agreement by Buyer, and the
consummation of the transactions contemplated hereby on the terms and conditions
stated herein, will not violate any Laws applicable to Buyer or Wasatch and will
not conflict with, or result in the breach or termination of any provision of,
or constitute a default under, any material contract, other instrument or
agreement by which Buyer, Wasatch or their respective assets are
bound;

     

    2. To
Buyer’s knowledge, the execution, delivery and performance of the Reorganization
Agreement by Wasatch Funds on behalf of the Shell Funds, and the consummation of
the transactions contemplated thereby on the terms and conditions stated
therein, will not violate any provision of Law applicable to Wasatch Funds and
will not conflict with, or result in the breach or termination of any provision
of, or constitute a default under, any material contract, other instrument or
agreement by which any of the Wasatch Funds or their respective assets are
bound;

     

    3. The
Wasatch Funds, Buyer and Wasatch have at all times conducted their respective
businesses and all operations in material compliance with, and each of them is
in material compliance with, all Laws applicable to them and their respective
businesses; and

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    4. Wasatch
is registered under the Advisers Act as an investment adviser with the
SEC.

     

    C. Litigation.  There
is no litigation, proceeding or, to Buyer’s knowledge, investigation pending or
threatened before any court or governmental or regulatory agency against Wasatch
Funds, Buyer or Wasatch that involves or could be reasonably expected to
adversely affect any of them or the transactions contemplated by this Agreement
or the Reorganization Agreement.

     

    D. Insolvency.  Neither
Buyer nor Wasatch is insolvent, and no proceedings, in a court having
jurisdiction, under any state or federal bankruptcy or insolvency law or under
laws for relief of debtors, by or against Buyer or Wasatch have been
made.

     

    E. Disclosure
Matters.  All information contained in the Registration
Statement, the Amendment and the Prospectus/Proxy Statement (other than Seller
Information) (collectively, “Wasatch Information”), will be
true and correct in all material respects at the time indicated, as the case may
be; and neither the Registration Statement, the Amendment or the
Prospectus/Proxy Statement, when they shall be authorized for use, will, with
respect to any Wasatch Information, include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading.

     

    F. Office.  Prior to
Closing, Buyer will establish an office in the South Bend area in a building
whose principal tenant is not a financial institution which competes with
Seller’s Bank.

     

    G. Certain Covenants of
Buyer.  Buyer will, and will cause its affiliates, including,
without limitation, Wasatch, to use its reasonable best efforts to promptly
cause the establishment of the Shell Funds, the Amendment to be filed with and
declared effective by the SEC in an expeditious manner, to cause the Board of
Trustees of the Wasatch Funds to approve the Reorganization Agreement and the
transactions contemplated thereby with the fee schedules agreed to by Buyer and
Seller, and to cause the transactions contemplated by this Agreement to be
completed.  In connection therewith, Buyer will, and will cause
Wasatch to provide Seller with a draft of any written presentation to be
provided to the Wasatch Board in connection with this Agreement and the
Reorganization (“Board
materials”) and allow Seller to provide comments on the
same.  Buyer will, and will cause Wasatch to provide Seller with final
Board materials.

     

    SECTION IV.

     

    CLOSING
CONDITIONS

     

    A. Conditions to Closing Obligations of
Seller.  The obligations of Seller to consummate the
transactions by it in connection with the Closing are subject to the
satisfaction or the waiver by Seller of the following conditions on or prior to
the Closing Date:

     

    1. All of
the covenants and agreements herein on the part of Buyer to be complied with or
performed on or before the Closing Date shall have been fully complied with and
performed;

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    2. All of
the representations and warranties on the part of Buyer made in this Agreement
shall be true and correct on the Closing Date to the same extent as if made at
and as of such date;

     

    3. Buyer
shall have delivered a certificate, executed by an authorized officer, attesting
to the satisfaction of conditions IV.A.1 and 2 above; and

     

    B. Conditions to Closing Obligations of
Buyer.  The obligations of Buyer to consummate the transactions
by it in connection with the Closing are subject to the satisfaction or the
waiver by Buyer of the following conditions on or prior to the Closing
Date:

     

    1. All of
the covenants, agreements and conditions herein on the part of Seller to be
complied with or performed on or before the Closing Date shall have been fully
complied with and performed;

     

    2. All of
the representations and warranties of Seller made in this Agreement shall be
true and correct on the Closing Date as though made at and as of such
date;

     

    3. There
shall have been no event, occurrence or circumstance which could be reasonably
expected to have a material adverse effect on the Business or the Seller Funds,
other than events, occurrences or circumstances that impact similar businesses
and/or funds in a similar manner; provided, that unfavorable investment
performance by the Seller Funds shall in no event be deemed to be such an event,
occurrence or circumstance; and

     

    4. Seller
shall have delivered a certificate, executed by an authorized officer, attesting
to the satisfaction of conditions IV.B.1, 2 and 3 above.

     

    C. Conditions to Closing Obligations of
Both Parties.  The obligations of each party to this Agreement
to consummate the transactions by it in connection with the Closing are subject
to the satisfaction of the following conditions on or prior to the Closing
Date:

     

    1. Citi Fund
Services (“Citi”) shall
have provided notice of termination on behalf of the Seller Funds to Citi,
Foreside Distribution Services L.P. and Fifth Third Bank with respect to the
agreements between the Seller Funds and such parties.

     

    2. The
Prospectus/Proxy Statement and Amendment shall each have been declared effective
by the SEC; no stop order suspending such effectiveness shall have been entered;
and no proceedings to obtain such a stop order shall have been instituted or, to
the knowledge of any of the parties to this Agreement, shall have been
threatened by the SEC;

     

    3. The
Wasatch Board shall have approved the Reorganization Agreement, the investment
advisory agreement between Wasatch and the Shell Funds (the “New Advisory Agreement”) and
the New Investment Subadvisory Agreement, the Coventry Board shall have approved
the Reorganization Agreement and the shareholders of each Seller Fund shall have
approved the Reorganization Agreement by the requisite vote (the approval of the
Wasatch Board, Coventry Board and shareholders of the Seller Funds shall be on
the economic terms agreed to between Seller and Buyer, including, but not
limited to, the management fee of the New Income Equity Fund, New Long/Short
Fund and New Income Fund being .90%, 1.10% and 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    .55% and
the subadvisory fee of the New Income Fund being .52% of the respective fund’s
average daily net assets without breakpoints in the management fees), Wasatch
shall have entered into the New Advisory Agreement with Wasatch Funds and Seller
shall have entered into the New Investment Subadvisory Agreement with Wasatch to
subadvise the New Income Fund and the transactions contemplated by the
Reorganization Agreement shall have been completed with respect to each Seller
Fund simultaneously with the Closing of the transactions contemplated by this
Agreement.

     

    D. Waiver of Certain Conditions to
Closing.  Anything in this Agreement to the contrary
notwithstanding, if any one or more of the conditions specified in paragraphs A
through C above shall not have been satisfied, the party or parties entitled to
the benefit of such condition may waive such condition and nevertheless proceed
with the transactions contemplated hereby.  In the event of any such
waiver, the party granting such waiver shall not thereafter have the right to
proceed against the other party for damages resulting from the failure of the
condition waived to have been satisfied.

     

    SECTION V.

     

    INDEMNIFICATION

     

    A. Indemnification by
Buyer.  Buyer agrees, subject to subsections C and D below, to
indemnify and hold harmless Seller and the Seller Funds, and their respective
directors, trustees, officers, employees, agents, affiliates and managers
(“Seller Indemnitees”),
from and against all demands, claims, actions or causes of action, assessments,
damages, liabilities, costs and further expenses, including, without limitation,
interest, penalties and attorneys’ and professionals’ and experts’ fees and
expenses (collectively, “Seller
Losses”), asserted against, resulting to, imposed upon or incurred by any
Seller Indemnitee, directly or indirectly, by reason of or resulting
from:

     

    1. a breach,
misrepresentation or inaccuracy of any representation, warranty, covenant or
agreement of Buyer contained in this Agreement or in any certificate delivered
pursuant hereto;

     

    2. any
misstatement or omission in the Wasatch Information referred to in
Section III.E; and

     

    3. any
liabilities relating to or arising out of the operation of the Business by Buyer
from and after the Closing.

     

    B. Indemnification by
Seller.  Seller agrees, subject to subsections C, D and E
below, to indemnify and hold harmless Buyer, Wasatch and the Wasatch Funds and
their respective directors, trustees, officers, employees, agents, affiliates
and managers (the “Buyer
Indemnitees”), from and against all demands, claims, actions or causes of
action, assessments, damages, liabilities, costs and further expenses,
including, without limitation, interest, penalties and attorneys’ and
professionals’ and experts’ fees and expenses (collectively, “Buyer Losses”), asserted
against, resulting to, imposed upon or incurred by Buyer Indemnitee, directly or
indirectly, by reason of or resulting from:

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    1. a breach,
misrepresentation or inaccuracy of any representation, warranty, covenant or
agreement of Seller contained in this Agreement or any certificate delivered
pursuant hereto;

     

    2. any
misstatement or omission in the Seller Information referred to in
Section II.E; and

     

    3. any
liabilities relating to or arising out of the operation of the Business by
Seller prior to the Closing.

     

    C. Procedures for
Indemnification.  Any party seeking indemnification hereunder
(an “Indemnitee”) shall
give prompt written notice to the party against which indemnification is sought
(the “Indemnitor”) of
any claims against the Indemnitee as to which a claim for indemnification is to
be made hereunder, which notice shall specify the nature of such claim; provided, however, that the failure to
provide such prompt written notice shall not affect the indemnification
obligations hereunder, except to the extent that the Indemnitor is harmed by
such failure or delay.  The Indemnitor shall have the right to
participate, at its own expense, in the defense of any such claim or its
settlement, and the Indemnitee shall permit the Indemnitor to take over the
investigation, defense and settlement of any such claim with counsel reasonably
satisfactory to the Indemnitee, provided that the Indemnitor bears the fees and
expenses of such counsel.  Notwithstanding the preceding sentence,
(i) the Indemnitor shall not settle any action without the consent of the
Indemnitee unless the settlement has no monetary consequences to the Indemnitee
and the terms of the settlement have no material impact on the conduct of the
Indemnitee’s or its affiliates’ conduct of their business, and (ii) if the
Indemnitee reasonably believes that it has defenses which conflict with or are
in addition to those which may be asserted by the Indemnitor, the Indemnitee
may, at the expense of the Indemnitor, retain separate
counsel.  Notwithstanding the foregoing, no Indemnitor shall be
obligated to indemnify any Indemnitee unless written notice of the claim with
respect to which indemnification is sought was provided to such Indemnitor as
provided in the first sentence of this paragraph within the two-year period
following the Closing Date.

     

    D. Survival of Representations and
Warranties.  All representations and warranties made by any
party in this Agreement shall survive the execution and delivery of this
Agreement and the Closing for a period of two years following the Closing
Date.  All covenants and agreements made by any party in this
Agreement shall survive the execution and delivery of this Agreement and the
Closing until fully performed or discharged.

     

    E. Limitations on Indemnification
Obligations of Seller.  The rights of the Buyer Indemnitees to
indemnification pursuant to the provisions of Section V.B are subject to
the following limitations:

     

    1. the
amount of any and all Buyer Losses will be determined net of (i) any
amounts recovered by the Buyer Indemnitees under insurance policies or other
collateral sources (such as contractual indemnities of any person that are
contained outside of this Agreement) with respect to such Buyer Losses (and that
the Buyer Indemnitees agree to use commercially reasonable efforts to cover all
possible amounts from such sources) and (ii) any tax benefits actually
realized with respect to such Buyer Losses;

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    2. the Buyer
Indemnitees will not be entitled to recover Buyer Losses pursuant to
Section V.B until the total amount that the Buyer Indemnitees would recover
under Section V.B, exceeds $50,000 (the “Basket”), provided that once
the Basket amount is reached the Buyer Indemnitees will be entitled to receive
the entire amount of Buyer Losses; and

     

    3. the Buyer
Indemnitees will not be entitled to recover Buyer Losses if the aggregate claims
actually paid by Seller on account thereof exceed the Initial Payment (the
“Cap”).

     

    F. Limitations on Indemnification
Obligations of Buyer.  The rights of the Seller Indemnitees to
indemnification pursuant to the provisions of Section V.A are subject to
the following limitations (which limitations shall not apply to any breach by
Buyer of its covenants to pay the Purchase Price):

     

    1. the
amount of any and all Seller Losses will be determined net of (i) any
amounts recovered by the Seller Indemnitees under insurance policies or other
collateral sources (such as contractual indemnities of any person that are
contained outside of this Agreement) with respect to such Seller Losses (and
that the Seller Indemnitees agree to use commercially reasonable efforts to
cover all possible amounts from such sources and (ii) any tax benefits
actually realized with respect to such Seller Losses);

     

    2. the
Seller Indemnitees will not be entitled to recover Seller Losses pursuant to
Section V.A until the total amount that the Seller Indemnitees would
recover under Section V.A, exceeds $50,000 (the “Basket”), provided that once
the Basket amount is reached the Seller Indemnitees will be entitled to receive
the entire amount of Seller Losses; and

     

    3. the
Seller Indemnitees will not be entitled to recover Seller Losses if the
aggregate claims actually paid by Buyer on account thereof exceed the Initial
Payment (the “Cap”).

     

    SECTION VI.

     

    TERMINATION

     

    Notwithstanding
anything to the contrary contained herein, this Agreement and the transactions
contemplated hereby with respect to an affected party may be terminated
(a) by either party upon written notice to the other party if the Closing
has not occurred on or before February 28, 2009; (b) if a party is in
material breach of its obligations hereunder and has not cured such breach
within 10 days following written notice thereof provided to it by the other
party, upon written notice by the non-breaching party to the breaching party; or
(c) by mutual written agreement of both parties.  In the event of
termination of this Agreement as provided above, this Agreement shall forthwith
become void, and there shall be no liability on the part of Seller or Buyer,
except for willful breaches of this Agreement prior to the time of such
termination, provided,
however, the obligations of Buyer, Seller and their respective affiliates
under that certain Non-Disclosure & Non-Solicitation Agreement, dated as of
March 3, 2008, shall survive.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    SECTION VII.

     

    POST-CLOSING
COVENANTS

     

    A. During
the Earn-Out Fee Term, Buyer and its employees and affiliates will not
pro-actively solicit separate account clients or compete with Seller and its
affiliates to provide asset management or investment advisory services for any
separate account clients within the Covered Counties; provided, however, that
Buyer may reactively accept and follow up on any potential clients introduced to
Buyer through any third party not affiliated with Buyer, including a consultant
or pension advisory firm to which Wasatch has furnished data and/or has an
ongoing relationship.  Furthermore, this Subsection A does not
apply to wrap programs of national brokerage platforms that extend into the
Covered Counties.  The term “Covered Counties” shall mean
the following counties:  (i) Berrien, Cass and Kalamazoo counties
in the State of Michigan, and (ii) Allen, Elkhart, Fulton, Huntington,
Kosciusko, La Porte, Marshall, Porter, Pulaski, St. Joseph, Starke,
Wells and Whitley counties in the State of Indiana.

     

    B.   1. Without the prior written consent of Seller,
while employed by Buyer or an affiliate of Buyer, and for a period of twelve
(12) months thereafter (the “One Year Tail Period”) (the
last day of such employment, the “Termination Date”), Buyer will
use its best efforts to cause each of Shive and
Shinnick to not directly or indirectly (either alone or in concert with others)
provide any asset management or investment advisory services to clients or
prospects of Seller with whom Shive or Shinnick had a professional relationship
while Shive or Shinnick was employed by Seller or Buyer.

     

    2. Buyer
will include the foregoing restrictive covenant provisions in the Shive
Employment Agreement and Shinnick Employment Agreement, will not amend such
employment agreements to remove such provisions, will include Seller as a third
party beneficiary of such covenants and will enforce such provisions against
Shive and Shinnick to the best of its ability, including through litigation, if
necessary.

     

    C. Buyer
acknowledges that the restrictions contained in this Section VII are
reasonable and necessary to protect the legitimate interests of Seller and do
not cause Buyer undue hardship.  Buyer acknowledges that any violation
of this Section VII could cause irreparable harm to Seller, that damages
for such harm may be incapable of precise measurement and that, as a result,
Seller may not have an adequate remedy at law to redress the harm caused by such
violations.  Therefore, in the event of an alleged violation of this
Section VII by Buyer or any of its affiliates, Buyer agrees that, in
addition to its other remedies, Seller shall be entitled to seek injunctive
relief and other equitable remedies, including, but not limited to, immediate
temporary injunction, temporary restraining order and/or preliminary or
permanent injunction to restrain or enjoin any such violation.  Buyer
hereby agrees to waive any requirement for the securing or posting of any bond
in connection with such remedy.

     

    D. If a
court of competent jurisdiction construes the covenants in this Section VII
or any part hereto, to be unenforceable because of its duration or the
geographical area covered hereby, the court shall modify such unenforceable
provision to the extent necessary so that the provision, as modified, shall then
be enforceable.  The parties hereto intend that the provisions of
Section VII shall be deemed to be a series of separate covenants, one for
each and every county of each and every state of the United States of America
within the Covered Counties.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    E. Buyer
will, and will cause Wasatch to, use its reasonable best efforts to ensure that
the New Income Equity Fund remains open for new investment by new and existing
shareholders, and that the New Income Equity Fund is not merged into any other
fund.

     

    F. Buyer
will, and will cause Wasatch to, use its reasonable best efforts to ensure that
the New Long/Short Fund remains open for new investment by new and existing
shareholders so long as its assets under management are not in excess of One
Billion Dollars and that the New Long/Short Fund is not merged with any other
fund.

     

    G. For a
period of seven (7) years following the Closing, Buyer shall provide Seller
herewith access to any records which constitute a portion of the Business Assets
for any reasonable purpose.

     

    H. Unless
otherwise agreed to in writing by Seller, until January 1, 2011, Seller
will, and will cause Wasatch to, use its reasonable best efforts to ensure that
the names of the New Funds will not be changed and that the term “1st Source”
will continue to be included in such names.

     

    I. Buyer and
Seller each acknowledges that the Reorganization contemplated by this Agreement
is intended to comply with the requirements of Section 15(f) of the 1940
Act.  In that regard:

     

    1. Buyer
shall cause Wasatch to use its reasonable best efforts to conduct its business
so as to assure that, insofar as within the control of Buyer and Seller or
Wasatch, for a period of two years after the Closing Date as specified in the
Reorganization Agreement, no change in fees or addition of expenses to the New
Funds or implementation of other arrangements will occur which would result in
an “unfair burden” (as that term is used in Section 15(f) of the 1940 Act) to
the New Funds; and

     

    2. Buyer
agrees that it shall cause Wasatch to use its reasonable best efforts to cause
the directors of Wasatch Funds to take, or refrain from taking, such actions to
ensure that, insofar as within the control of Buyer or Wasatch, for a period of
three years after the Closing Date as specified in the Reorganization Agreement,
at least 75% of the members of the board of directors of Wasatch Funds,
including any successors thereto, shall not be “interested persons” (as that
term is defined in the 1940 Act) of the Buyer, Seller or Wasatch.

     

    SECTION VIII.

     

    MISCELLANEOUS

     

    A. Notices.  All
notices hereunder shall be deemed to have been given when delivered in person
or, five (5) days thereafter if mailed, by registered or certified mail, postage
prepaid, addressed to any party at its address set forth below or at any other
address identified in writing to the other parties hereto:

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    If to
Seller:

     

    c/o 1st
Source Bank

     

    Attention:  Chief
Executive Officer

     

    100 North
Michigan Street, P. O. Box 1602

     

    South
Bend, IN   46634

     

    With a
copy to:

     

    Vedder
Price P.C.

     

    222 North
LaSalle Street, Suite 2600

     

    Chicago,
Illinois  60601

     

    Attention:                                William
J. Bettman, Esq.

     

    If to
Buyer:

     

    Wasatch
Advisors, Inc.

    150
Social Hall Avenue

    4th
Floor

    Salt Lake
City, UT  84111

     

    With a
copy to:

     

    Alan
Bell

    Dorsey &
Whitney LLP

    136 South
Main, Suite 1000

    Salt Lake
City, UT  84101

     

    B. Captions.  The
captions hereunder are for the convenience of the parties and shall not control
or affect the interpretation or construction of this Agreement.

     

    C. Controlling Law; Consent to
Jurisdiction.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Indiana.  Seller
and Buyer hereby consent to service of process and exclusive jurisdiction in the
State of Indiana with respect to any disputes arising under or in relation to
this Agreement.

     

    D. Entire
Agreement.  This Agreement and the agreements, documents,
schedules and exhibits referred to herein constitute the entire agreement of the
parties with respect to the transactions contemplated hereby and supersede all
other agreements between the parties, whether written or oral which survives the
execution and delivery hereof.  This Agreement may not be amended,
except in a writing signed by each of the parties hereto.

     

    E. Binding
Effect.  This Agreement shall inure to the benefit of and bind
the parties hereto and their respective successors and assigns.

     

    F. No Assignment or
Amendment.  Neither this Agreement nor any rights of any party
hereunder may be assigned without obtaining the prior written consent of the
other party hereto, which consent shall not be unreasonably withheld; provided,
however, after the Closing 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    Seller
may assign its rights to receive payment of the Purchase Price to any party
without the prior consent of Buyer.  Subject to the preceding
sentence, this Agreement will be binding upon and inure to the benefit of the
successors and permitted assigns of the parties.  This Agreement may
not be amended and the terms hereof shall not otherwise be modified except by an
instrument in writing signed by the parties hereto.

     

    G. Expenses and
Fees.  Each party shall pay its respective costs, expenses and
legal fees in connection with this Agreement and the transactions contemplated
hereby.  However, all costs relating to the solicitation of the
shareholders of Seller Funds (inclusive of legal fees and expenses, printing,
mailing the proxy statement and soliciting proxies) will be paid by
Buyer.

     

    H. Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


    
      
        
           

        

         


      

      
        19

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have duly caused this Agreement to be executed as of the day and
year first above written.

     

    
      	 
      	
              WA
      HOLDINGS, INC.

               

              By:                                                                

              Title:                                                              

               

            
	 
      	
              1ST SOURCE
      CORPORATION INVESTMENT ADVISORS, INC.

               

              By:                                                                

              Title:                                                              

            


    

    



    
      
        
          
            	 
      	
                     

                  	 
      


          

           

        

         


      

      
        20

        
          

        

      

      
         


      

    


    EXHIBIT LIST

     

    Exhibit A                                Agreement
and Plan of Reorganization

     

    
      	
              Exhibit B

            	
              Earn-Out
      Fee Calculation Spreadsheet

            


    

     

    
      	
               
      

            	
              and

            


    

     

    
      	
               
      

            	
              Aggregate
      IE Value Earn-Out Fee Calculation
Spreadsheet

            


    

     

    Exhibit C                                Income
Fund New Investment Subadvisory Agreement

     


    
      
        
          
            	 
      	
                     

                  	 
      


          

           

        

         


      

      
        21

        
          

        

      

      
         


      

    


    EXHIBIT A

     

    Agreement
and Plan of Reorganization

     


    
      
        
          
            	 
      	
                    A-1

                  	 
      


          

           

        

         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT B

     

    Example
Earn-Out Fee Calculation

     

    and

     

    Example
Aggregate IE Value Earn-Out Fee Calculation

     


    
      
        
          
            	 
      	
                    C-1

                  	 
      


          

           

        

         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT C

     

    INCOME
FUND NEW INVESTMENT SUBADVISORY AGREEMENT

     

    



    
      
        
          
            	 
      	
                    E-1