UNITED STATES

SECURITESSECURITIES AND EXCHANGE COMISSIONCOMMISSION

WASHINGTON D.C. 20549

SCHEDULE 14A

(Rule14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. [    ] )

Filed by the Registrant [X]

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Check the appropriate box:

[  ]X] Preliminary Proxy Statement

[_] Confidential, For Use of the Commission Only (as permitted by Rule14a-6(e)(2))

[X]  ] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant toSection 240.14a-11(c) orSection 240.14a-12

WASATCH FUNDS TRUST

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[_] Fee computed on table below per Exchange Act Rules14a-6(i)(4) and0-11.

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WASATCH FUNDS TRUST

(each, a “Fund”, collectively, the “Funds”)

505 Wakara Way, 3rd Floor

Salt Lake City, Utah 84108

June 6, 201826, 2020

Dear Wasatch Funds Shareholder:

Please take note that a Joint Special Meeting of Shareholders of Wasatch Emerging India Fund, Wasatch Emerging Markets Select Fund, Wasatch Emerging Markets Small Cap Fund and Wasatch Frontier Emerging Small Countries Fund, each a separate series of Wasatch Funds Trust (the “Trust”), will be held on Thursday, July 26, 2018,Monday, August 31, 2020, at the offices of Wasatch Funds Trust, 505 Wakara Way, 3^rd Floor, Salt Lake City, Utah 84108 at 10:00 a.m., Mountain time (“Meeting”(the “Meeting”). However, as we are concerned about your health and safety during the current coronavirus(COVID-19) pandemic, we intend to monitor the recommendations of public health officials and governmental restrictions as the situation continues to evolve. If we decide to hold a meeting at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), we will make an announcement in the manner discussed in these materials.

The purpose of the Meeting is to ask shareholders to consider and vote upon the following proposals:proposal(s) applicable to their Fund(s):

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The Board of Trustees of the Trust (referred to as the “Board”) has determined that shareholders of each Fund will benefit from the proposalchange of classification of their fund and unanimously recommends that you vote “FOR” the proposal.proposal for your Fund. We strongly invite your participation by asking you to review these materials and complete and return your proxy card as soon as possible.

Detailed information about theeach proposal is contained in the enclosed materials. Please exercise your right to vote by completing, dating and signing the enclosed proxy card. Aself-addressed,postage-paid envelope has been enclosed for your convenience. Alternatively, you may vote by telephone or via the internet following the instructions on the proxy card.It is very important that you vote and that your voting instructions be received no later than 8:00 a.m. Mountain time on JulyAugust 26, 2018.31, 2020.

NOTE: You may receive more than one proxy package if you hold shares in more than one account. You must return separate proxy cards for separate holdings. We have providedpostage-paid return envelopes for each, which require no postage if mailed in the United States.

If you have any questions after considering the enclosed materials, please call 800.499.8541.[800.469.4414].

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WASATCH FUNDS TRUST

(each, a “Fund”, collectively, the “Funds”)

505 Wakara Way, 3rd Floor

Salt Lake City, Utah 84108

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD JULY 26, 2018AUGUST 31, 2020

To the Shareholders:

Wasatch Funds Trust (the “Trust”), on behalf of Wasatch Emerging India Fund, Wasatch Emerging Markets Select Fund, Wasatch Emerging Markets Small Cap Fund, and Wasatch Frontier Emerging Small Countries Fund, each a series of its seriesthe Trust, will hold a special meeting of its shareholders (the “Meeting”)be held on Thursday, July 26, 2018,Monday, August 31, 2020, at the offices of Wasatch Funds Trust, 505 Wakara Way, 3^rd Floor, Salt Lake City, Utah 84108 at 10:00 a.m., Mountain time (“Meeting”(the “Meeting”) for the following purposes:

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However, as we are concerned about your health and safety during the current coronavirus(COVID-19) pandemic, we intend to monitor the recommendations of public health officials and governmental restrictions as the situation continues to evolve. If we decide to hold a meeting at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), we will announce any such updates by means of a press release, which will be posted on our website at wasatchglobal.com. We encourage you to check the website prior to the Meeting if you plan to attend the Meeting. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR system.

You are entitled to vote at the Meeting and any adjournment(s) or postponement(s) thereof if you owned shares of a Fund at the close of business on May 31, 2018.June 22, 2020.

All shareholders are cordially invited to attend the Meeting. Whether or not you plan to attend the Meeting, in person, please vote your shares. In order that your Sharesshares may be represented at the Meeting, please vote your proxy as soon as possible either by mail, telephone, or via the internet as indicated on the enclosed proxy card. If voting by mail, you are requested to:

In addition to voting by mail, you may also vote by either telephone or via the internet, as follows:

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We encourage you to vote by telephone or via the internet using the control number that appears on your enclosed proxy card. Use of telephone or internet voting will reduce the time and costs associated with this proxy solicitation. Whichever method you choose, please read the enclosed proxy statement carefully before you vote.

IMPORTANT NOTICE REGARDINGTHE AVAILABILITYOF PROXY MATERIALSFORTHE SPECIAL SHAREHOLDER MEETING TO BE HELDON JAULYUGUST 26, 201831, 2020. The Proxy Statement is available on the internet at:

https://www.proxyonline.com/vote.proxyonline.com/wasatch/docs/Wasatch2018.pdf.proxy2020.pdf

PLEASE NOTE: If the Funds decide to hold the Meeting at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), an announcement of any such updates will be provided by means of a press release, which will be posted on our website at wasatchglobal.com. We encourage you to check the website prior to the Meeting if you plan to attend the Meeting. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR system. You do not need to attend the Meeting if you submit your votes on the proposals by proxy promptly.

PLEASE RESPOND — WE ASK THAT YOU VOTE PROMPTLY IN ORDER TO

AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION.

YOUR VOTE IS IMPORTANT.

By Order of the Board of Trustees,

June 6, 201826, 2020

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WASATCH FUNDS TRUST

(each, a “Fund”, collectively, the “Funds”)

505 Wakara Way, 3rd Floor

Salt Lake City, Utah 84108

Proxy Statement

Joint Special Meeting of Shareholders

to be held on July 26, 2018August 31, 2020

This Proxy Statement is being furnished to you in connection with the solicitation of proxies by the Board of Trustees (the “Board” or “Trustees”) of Wasatch Funds Trust (the “Trust”), on behalf of each of itsthe Funds named above, each a series named above,of the Trust, to be voted at a Joint Special Meeting of Shareholders to be held on Thursday, July 26, 2018,Monday, August 31, 2020, at the offices of Wasatch Funds Trust, 505 Wakara Way, 3^rd Floor, Salt Lake City, Utah 84108 at 10:00 a.m., Mountain time (“Meeting”(the “Meeting”) and at any and all adjournments, postponements or delays thereof, for the purposes set forth below and described in greater detail in this Proxy Statement. The date of the first mailing of proxy cards and this Proxy Statement to shareholders will be on or about June 12, 2018.30, 2020.

The following proposalAt the Meeting, shareholders of a Fund will be consideredasked to consider and actedvote upon at the Meeting:proposals applicable to their Fund. The table below shows each proposal and the Fund whose shareholders are entitled to vote on it. The proposals are discussed in detail in the Proxy Statement.

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Proposal 1, Proposal 2, Proposal 3 and Proposal 4 are each considered a “Proposal” and collectively, the “Proposals”.

You are entitled to vote at the Meeting and any adjournment(s) or postponement(s) if you owned shares of the applicable Fund at the close of business on May 31, 2018 (“RecordJune 22, 2020 (the “Record Date”). Each shareholder is entitled to one vote for each whole share owned on the Record Date and proportionate fractional vote for any fraction of a share owned.

Only shareholders of record at the close of business on the Record Date will be entitled to notice of, and to vote at, the Meeting. Shares represented by proxies, unless previously revoked, will be voted at the Meeting in accordance with the instructions of the shareholders. If no instructions are given, the proxies will be voted in favor of a Proposal for the proposals.respective Fund. To revoke a proxy, the shareholder giving such proxy must either (1) submit to the respective Fund a subsequently dated proxy, (2) deliver to the respective Fund a written notice of revocation, or (3) otherwise give notice of revocation in the open Meeting or adjournment or postponement thereof, in all cases prior to the exercise of the authority granted in the proxy.

For the proposal,each Proposal, the presence in person or by proxy of the holders of record of 30% of the shares outstanding and entitled to vote on such proposal of the respective Fund shall constitute a quorum at the Meeting. A quorum of shareholders is necessary to take action at the Meeting.Meeting for such Fund.

If a quorum is not present either in person or by proxy for a matter to be considered at the Meeting for a respective Fund, it may, by action of the Trustee or officer of the Trust presiding over the meeting,Meeting, be adjourned with respect to any matters to be considered at the Meeting.Meeting for such Fund. The Meeting for a Fund may, by motion of the presiding Trustee or officer of the Trust thereat, be adjourned with respect to one or more matters to be considered at such Meeting for such Fund, even if a quorum is present with respect

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to such matters, when such adjournment is approved by the vote of holders of shares representing a majority of the voting power of the shares present and entitled to vote of the respective Fund with respect to the matter or matters adjourned. Unless a proxy is otherwise limited in this regard, any Sharesshares present and entitled to vote at a meeting that are represented by brokernon-votes may, at the discretion of the proxies named therein, be voted in favor of such adjournment.

If a shareholder wishes to participate in the Meeting, but does not wish to authorize the execution of a proxy by telephone or through the internet, the shareholder may still submit the proxy form included with this Proxy Statement by mail or attend the Meeting in person.

THE MOST RECENT ANNUAL REPORT OF THE TRUST, INCLUDING FINANCIAL STATEMENTS, FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 20172019 AND THE MOST RECENT SEMI-ANNUAL REPORT OF THE TRUST, INCLUDING FINANCIAL STATEMENTS, FOR THE PERIOD ENDED MARCH 31, 2018 HAS2020 HAVE BEEN MAILED PREVIOUSLY TO SHAREHOLDERS. IF YOU WOULD LIKE TO RECEIVE ADDITIONAL COPIES OF THISTHESE SHAREHOLDER REPORTREPORTS FREE OF CHARGE, OR COPIES OF ANY SUBSEQUENT SHAREHOLDER REPORT, PLEASE CONTACT THE TRUST BY WRITING TO THE ADDRESS SET FORTH ON THE FIRST PAGE OF THIS PROXY STATEMENT OR BY CALLING 800.551.1700 OR WRITING TO WASATCH FUNDS AT P.O. BOX 2172, MILWAUKEE, WISCONSIN53201-2172. REQUESTED SHAREHOLDER REPORTS WILL BE SENT BY FIRST CLASS MAIL WITHIN THREE BUSINESS DAYS OF THE RECEIPT OF THE REQUEST.

IMPORTANT NOTICE REGARDINGTHE AVAILABILITYOF PROXY MATERIALSFORTHE SHAREHOLDER MEETING TO BE HELDON JAULYUGUST 26, 201831, 2020. This Proxy Statement is available on the internet at: www.proxyonline.com/https://vote.proxyonline.com/wasatch/docs/Wasatch2018.pdf.proxy2020.pdf. The Trust’s most recent annual and semi-annual report isreports are also available on the internet at:www.wasatchfunds.com wasatchglobal.com by selecting the tab labeled “Literature & Forms.“Resources-Mutual Funds Literature.”

PLEASE NOTE: If the Funds decide to hold the Meeting at a different time, in a different location, or partially or entirely by means of remote communication (i.e., a virtual meeting), an announcement of any such updates will be provided by means of a press release, which will be posted on our website at wasatchglobal.com. We encourage you to check the website prior to the Meeting if you plan to attend the Meeting. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR system. You may call 800.381.1065 for information on how to obtain directions to be abledo not need to attend the Meeting and 800.499.8541 for informationif you submit your votes on how to vote in person.a Proposal by proxy promptly.

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PROPOSAL 1, — ALL FUNDSPROPOSAL 2, PROPOSAL 3 AND PROPOSAL 4

ELECTION OF THE TRUSTEESChange in Classification from

“Diversified” Company to“Non-Diversified” Company

Background

The purpose of this proposal isWasatch Advisors, Inc. (the “Advisor”) and the Board seek shareholder approval to elect a Board of Trustees forreclassify your Fund as“non-diversified” under the Trust. You are being asked to elect the four nominees listed below (“Nominees”) as Trustees of the Trust. All Nominees named are currently Trustees of the Trust and each has served in that capacity since originally elected or appointed. Currently, all the Trustees are not “interested persons” of the Trust as that term is defined insecurities laws. Under the Investment Company Act of 1940, as amended (the “1940 Act”), and are therefore referredevery mutual fund must be classified as either a “diversified” fund or a“non-diversified” fund” within the meaning of the 1940 Act. The 1940 Act also requires shareholders to approve a change in a fund’s classification from a diversified fund to anon-diversified fund. A diversified fund is limited as to the “Independent Trustees.” Each Trustee will serve untilamount of assets it may invest in any single issuer. Under the next meeting1940 Act, a diversified fund may not, with respect to 75% of shareholders called for the purposeits total assets, invest in securities of considering the election orre-electionany issuer if, as a result of such Trustee and his or her successor, if any, shall have been elected and shall qualify, or until the Trustee shall resign, or shall have been removed as provided in the Trust’s Declaration of Trust. Proxies cannot be voted for a greater number of personsinvestment, (i) more than the number of nominees.

Information about the Nominees

Information about the Nominees, including their business addresses, ages and principal occupations during the past five years, and other current directorships of publicly traded companies or funds, are set forth in the table below. All Nominees have consented to serve if elected.

The business affairs5% of the Funds are overseen by its Board of Trustees. The Board consists of four Independent Trustees. Twovalue of the Independent Trustees were elected by shareholders to serve until their successors are qualified, appointedfund’s total assets would be invested in securities of any one issuer, or elected in accordance with(ii) the Trust’s Declaration of Trust andBy-Laws. Two Independent Trustees have been appointed by the elected Independent Trustees to serve until his or her successor is qualified, appointed or elected in accordance with the Trust’s Declaration of Trust andBy-Laws.

The Trustees and executive officers of the Funds and their principal occupations for at least the last five years are set forth below. Wasatch Advisors, Inc. (the “Advisor”) retains proprietary rights to the Trust name.

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4

Executive Officers

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Share Ownership

As of the Record Date, each of the Trustees and executive officers of the Trust beneficially owned individually and collectively as a group (the “Group”) lessfund would hold more than 1%10% of the outstanding sharesvoting securities of any one issuer. These percentages do not apply to securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, or to repurchase agreements fully collateralized by U.S. government obligations. These limits apply at the time a diversified fund purchases a security; a diversified fund may exceed these limits if positions it already holds increase in value relative to the rest of the fund’s holdings. In contrast, anon-diversified fund is not subject to the limits of a diversified fund; it may invest a greater percentage of its assets in a single issuer or a fewer number of issuers than a diversified fund. If shareholders approve the reclassification for their Fund, such Fund will no longer be subject to the above investment restrictions for a diversified fund under the 1940 Act.

When each Fund exceptcommenced operations, the respective Fund was originally classified as anon-diversified fund. However, each Fund has operated as diversified for more than three consecutive years. According to the rules under the 1940 Act, anon-diversified fund that operates as a diversified fund for three consecutive years will automatically become diversified notwithstanding its original classification as anon-diversified fund. In such case, shareholder approval is required to change a fund’s classification from diversified tonon-diversified.

Reasons for the Emerging Markets Select Fund-Investor Class, the Emerging Markets Select Fund-Institutional Class, the Emerging India Fund-Institutional Class, and the Global Opportunities Fund-Institutional Class. The Group owned 3.74% of the outstanding shares of the Emerging Markets Select Fund-Investor Class, 6.81% of the outstanding shares of the Emerging Markets Select Fund-Institutional Class, 5.01% of the outstanding shares of the Emerging India Fund-Institutional Class, and 1.90% of the outstanding shares of the Global Opportunities Fund-Institutional Class. Eric Bergeson, the President of the Trust, individually owns 1.68% of the outstanding shares of the Emerging Markets Select Fund-Investor Class, 6.61% of the outstanding shares of the Emerging Markets Select Fund-Institutional Class and 4.52% of the outstanding shares of the Emerging India Fund-Institutional Class. Miriam Allison, a Trustee of the Trust, individually owns 1.84% of the outstanding shares of the Global Opportunities Fund-Institutional Class.Proposals

The following table sets forth the aggregate dollar range of equity securities owned byAs described above, each Nominee of the Funds as of the Record Date. The information as to beneficial ownership is based on statements furnished by each Nominee.

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Compensation

Beginning in the calendar year of 2017, the Funds’ method of compensating Trustees is to pay each Independent Trustee a retainer of $120,000 per year for services rendered and a fee of $24,000 for each Board of Trustees meeting attended in person or telephonically. In addition, each Independent Trustee receives a fee of $24,000 for attendance at an executive session held with respect to the contract renewal process for the Funds. In addition, the Chairman of the Board receives an additional fee of $30,000 a year as Chairman and $6,000 for attendance in person or telephonically at a Board meeting and the Chairman of the Audit Committee and the Chairman of the Nominating Committee each receive an additional $18,000 per year as Chairman and $3,600 for attendance in person or telephonically at a Board meeting.

For the calendar year of 2016, the Funds’ method of compensating Trustees is to pay each Independent Trustee a retainer of $100,000 per year for services rendered and a fee of $12,000 for each Board of Trustees meeting attended in person or telephonically. Also, members of the Audit Committee received a fee of $8,000 for each Audit Committee meeting attended in person or telephonically, and members of the Nominating Committee received a fee of $8,000 for each Nominating Committee meeting attended in person or telephonically. In addition, each Independent Trustee received a fee of $12,000 for attendance at an executive session held with respect to the contract renewal process for the Funds. In addition, the Chairman of the Board received an additional fee of $25,000 a year as Chairman and $3,000 for attendance in person or telephonically at a Board meeting, the Chairman of the Audit Committee received an additional $15,000 per year as Chairman and $1,200 for attendance in person or telephonically at an Audit Committee meeting, and the Chairman of the Nominating Committee received an additional $15,000 per year as Chairman, and $1,200 for attendance in person or telephonically at a Nominating Committee meeting.

The Funds also may reimburse the Independent Trustees for travel expenses incurred in order to attend meetings of the Board of Trustees and for continuing education expenses. Officers serve in that capacity without compensation from the Trust. The table below sets forth the compensation paid to the Trust’s Trustees during the fiscal year ended September 30, 2017 (exclusive ofout-of-pocket expenses reimbursed).

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¹ There are 19 separate series in the Trust.

² Effective December 31, 2017, Mr. Croft retired from the Board.

Leadership Structure and the Board of Trustees

The Board of Trustees oversees the operations and management of the Funds, including the duties performed for the Funds by the Advisor and other service providers. The Board is currently composed of four Trustees, all who are not “interested persons” of the Trust,classified as a “diversified” investment company, as that term is defined in the 1940 Act. Like all mutual funds,Act, and is asking for shareholder approval to restore itsnon-diversified classification. If shareholders approve theday-to-day responsibility reclassification of their respective Fund, the Advisor will have greater flexibility in pursuing investment opportunities and will be able to focus the respective Fund’s investments more heavily in the securities of fewer issuers. The Advisor believes that this increased flexibility will benefit the respective Fund over time because it will provide more opportunities for the managementAdvisor to seek to enhance the applicable Fund’s performance by allowing the Advisor to direct more assets to investments it considers more advantageous or desirable for the

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respective Fund. The Advisor considers the ability at times to concentrate a large portion of a Fund’s assets in a relatively few companies as an important strategy in pursuing a Fund’s investment objective. The Advisor intends to use this increased investment flexibility to take larger positions in the securities of fewer issuers and operationoperate asnon-diversified when it believes doing so will benefit the respective Fund in pursuing its investment objective. Nevertheless, the Advisor may at times operate a Fund as a “diversified” fund if it deems it in the best interests of the FundsFund to do so. However, if the Advisor does not operate the respective Fund asnon-diversified within three years of the approval of the Fund’s reclassification tonon-diversified, such Fund will revert back to diversified per the rules under the 1940 Act, and the Advisor will be required to again seek shareholder approval to reserve the freedom to operate the Fund asnon-diversified in the future. No assurance can be given that operating a Fund asnon-diversified will improve its investment performance.

The Trust’s Board of Trustees recommends that shareholders approve the change of their respective Fund’s classification from “diversified” to“non-diversified.” If your Fund’s reclassification tonon-diversified is approved, you should note that the responsibilityFund may be more exposed to the risks of various service providersloss and volatility from individual holdings than a diversified fund that invests more broadly as described in further detail below.

Risks.  If shareholders of a Fund approve the respective Proposal to reclassify their Fund tonon-diversified, such Fund will no longer be subject to the investment restrictions outlined above for diversified funds under the 1940 Act. As a result, a Fund may take larger positions in fewer issuers than if it were diversified. Investing in anon-diversified fund could involve more risk than investing in a fund that holds a broader range of securities because a Fund’s net asset value may be more vulnerable to changes in the market value of a single issuer or group of issuers and may be relatively more susceptible to adverse effects from any single corporate, industry, economic, market, political or regulatory occurrence. To the extent a Fund invests its assets in a smaller number of issuers, such Fund will be more susceptible to negative events affecting those issuers than a diversified fund. Investing a larger percentage of a Fund’s assets in any one issuer could increase such Fund’s risk of loss and its share price volatility because the value of its shares would be more susceptible to adverse events affecting that issuer. If a Fund takes a larger position in an issuer that subsequently has an adverse return, the Fund may have a greater loss than it would have had if it had more diversified investments.

Although a Fund will not be limited by the 1940 Act with respect to the proportion of its assets that may be invested in the obligations of a single issuer if the proposal to change such Fund’s classification tonon-diversified is approved by its shareholders, the respective Fund will continue to be subject to the separate diversification requirements under the Internal Revenue Code of 1986, as amended (the “Code”). In order to qualify as a “regulated investment company” under Subchapter M of the Code, the respective Fund, with respect to 50% of its total assets, may not invest more than 5% of its total assets in securities of any one issuer and may not purchase more than 10% of the outstanding voting securities of any one issuer, except obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and except securities of other investment companies. The remaining 50% of the applicable Fund’s total assets are not

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required to be “diversified” as just described. However, in no event may more than 25% of a Fund’s total assets be invested in the securities of any one issuer (other than U.S. Government securities; the securities of other regulated investment companies; securities of any two or more issuers controlled by the Fund which, pursuant to regulations of the Code, may be deemed to be engaged in the same, similar or related trades or businesses; or the securities of one or more qualified publicly traded partnerships as defined in the Code). These limits apply as of the end of each quarter of the respective Fund’s fiscal year so a Fund may actually have a higher concentration in an issuer during periods between the ends of its fiscal quarters. Each Fund intends to continue to qualify as a “regulated investment company” under the Code and therefore intends to comply with the diversification requirements to qualify as such.

The“non-diversified” classification will become effective with respect to a Fund upon approval by its shareholders. In such case, a Fund may operate as anon-diversified fund depending on the investment opportunities available to the Fund at that point in time. The flexibility to take larger positions in the securities of a single issuer may be used immediately upon shareholder approval or may be implemented over time depending on market conditions. The Advisor intends to operate a Fund asnon-diversified when it believes it would be in shareholders’ best interests to do so. If the Proposal is not approved by the Fund’s shareholders, such Fund’s current investment company classification will remain unchanged. If the Proposal is approved by a Fund’s shareholders to operate as anon-diversified Fund, any future change by a Fund from a“non-diversified” to a “diversified” classification would not require shareholder approval under the Funds’ Advisor, distributor, administrator, custodian,1940 Act.

Board of Trustees Recommendation

The Trust’s Board of Trustees has unanimously approved each Proposal and transfer agent. The Board approves all significant agreements betweendetermined that each Proposal is in the Trust, on behalfbest interests of the Funds, and its service providers, including the agreements with the Advisor, distributor, administrator, custodian and transfer agent. The Board has appointed various officers of the Trust who also report to the Board on the Funds’day-to-day operations. In conducting this oversight responsibility, the Board receives regular reports from these officers and service providers regarding the Trust’s operations. The Board has appointed the Chief Compliance Officer (“CCO”), who administers the Trust’s compliance program and regularly reports to the Board on compliance matters. These reports may be provided as part of the formal “Board Meetings” which are typically held quarterly, in person, and involve the Board’s review of recent Fund operations, or the Board may also hold specialin-person and/or telephone meetings and informal conference calls to discuss specific matters that may require action prior to the next regularly scheduled meeting. In conjunction with the regularly scheduled Board meetings and committee meetings, the Independent Trustees (who also comprise the Audit Committee) also meet in executive session periodically (but at least annually), and separately, with Trust officers, with personnel of the service providers, and with the Trust’s CCO. The Independent Trustees may also meet in executive session among themselves and periodically with independent legal counsel. In all cases, however, the role of the Board and of any individual Trustee is one of oversight and not of management of theday-to-day affairs of the Trust and its oversight role does not make the Board a guarantor of the Trust’s or Funds’ investments, operations or activities. The Board met five times during the fiscal year ended September 30, 2017. All Independent Trustees were present at these meetings.

Information about Each Trustee’s Qualification, Experience, Attributes or Skills

The Board believes that each Trustee’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Trustees lead to the conclusion that the Board possesses the requisite attributes and skills. In addition to the information provided in the table above, listed below for each Trustee is additional information concerning the experiences, qualifications and attributes that led to the conclusion, as of the date of this proxy statement that each current Trustee should serve as a trustee. References to the qualifications, attributes and skills of trustees are pursuant to requirements of the Securities and Exchange Commission (the “SEC”), do not constitute holding out of the Board or any Trustee as having any special expertise and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.

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James U. Jensen. Mr. Jensen’s experience, skills and education qualify him to serve as a Trustee of the Trust. Mr. Jensen, the Trust’s Independent Chairman, has significant experience with the Trust, having served as a Trustee of the Trust (or a director of its predecessor) since 1986. Since April 2008, Mr. Jensen has served as the Chief Executive Officer of Clearwater Law & Governance Group, where he devotes full time to corporate law practice and board governance consulting for operating companies. From 2001 to 2008, Mr. Jensenco-founded and was Chairman of the Board for Intelisum, Inc., a company pursuing computer and measurement technology and products. From 1986 to 2004, Mr. Jensen held key positions with NPS Pharmaceuticals, Inc., as Vice President, Corporate Development, Legal Affairs and General Counsel and Secretary. In addition to his business experience, Mr. Jensen is Trustee of Northern Lights Fund Trust III (representing 33 portfolios), and was a Director of the University of Utah Research Foundation. Mr. Jensen was the Chairman of the Board of Agricon Global Corporation (formerly known as Bayhill Capital Corporation) from December 2007 to February 2014 and founder and first President of the MountainWest Venture Group (now “MountainWest Capital Network”) in 1983. Mr. Jensen is a member of the National Association of Corporate Governance (“NACD”). Mr. Jensen graduated with a Bachelor of Arts degree from the University of Utah in 1967 and received degrees of Juris Doctor and Master of Business Administration from Columbia University in 1971.

Miriam M. Allison. Ms. Allison’s experience, skills and education qualify her to serve as a Trustee of the Trust. Ms. Allison, an Independent Trustee of the Trust, has 30 years of experience in investment and financial management and in management of investment companies, businesses providing financial, accounting and other services to investment companies and serving on the board of investment companies. Ms. Allison has served as a Trustee of the Trust since February 2010. In 1990, Ms. Allison founded Sunstone Financial Group (“Sunstone”), a private company and mutual fund administrator, fund accountant and transfer agent, and served as its chief executive officer and Chairman of the Board. In 2001, UMB Financial Corporation, a public company, acquired Sunstone, and renamed it UMB Fund Services, and Ms. Allison remained with the company as chief executive officer until 2003 and Chairman of the Board until 2005. Prior to founding Sunstone, Ms. Allison spent 5 years (from 1985 to 1990) as the business manager of Firstar Trust Company (“Firstar”), a registered investment adviser, and was responsible for overseeing the operations of the investment company for which Firstar served as investment advisor. In addition, from 1971 to 1985, Ms. Allison served as portfolio manager and financial planner of First Wisconsin Trust Company analyzing potential investments and financial and estate objectives of trust clients. Ms. Allison has served as a director for the board of Northwestern Mutual Fund Series, Inc. (representing 27 portfolios) since 2006 and has served as chair of its audit committee since 2009. Ms. Allison received her bachelor’s degree in economics from the University of Wisconsin Madison in 1971.

Heikki Rinne, Ph.D.Dr. Rinne, an Independent Trustee of the Trust, was appointed to serve as a Trustee of the Trust effective October 1, 2012. Dr. Rinne’s experience, skills and education qualify him to serve as a Trustee of the Trust. From 2002-2016, Dr. Rinne served as the Chief Executive Officer of Halton Group, an indoor environmental control manufacturing and technology company, with multiple business areas, and operating in 32 countries. Halton Group is headquartered in Finland, with regional headquarters in the USA and Malaysia. Dr. Rinne first served on the Board of Halton Group from 1995 to 2001 and returned to serve on the Board beginning January 2016, was President of Halton Systems Division from 1995-1997, and was an independent consultant to Halton

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Group from 1982 to 1995. Additionally, Dr. Rinne served as the Dean of the College of Business at the University of California, Chico, from 1999 to 2001, a Professor of Business and the Head of the Consumer Sciences department at Purdue University from 1997 to 1999, and a Professor of Business at Brigham Young University from 1984 to 1995. Dr. Rinne also served on the Board of Touchfon International from 1991 to 2009, and Infosto Group from 1993 to 2009. Dr. Rinne received his Bachelor of Science in business from Brigham Young University in 1975, his Master of Business Administration from the University of Oregon in 1976, and his doctorate in Business Administration and Marketing from Purdue University in 1981.

Kristen M. Fletcher.Ms. Fletcher’s experience, skills and education qualify her to serve as a Trustee of the Trust. Kristen M. Fletcher, an Independent Trustee of the Trust, was appointed to serve as a Trustee of the Trust effective October 1, 2014, has over 35 years of experience in commercial and investment banking, and over five years of service on private andnon-profit boards of directors. Since 2015, Ms. Fletcher has served onapplicable Fund. Accordingly, the Board of Trustees of the Youth Sports Alliance, anon-profit organization supporting winter sports activities, while promoting good sportsmanshiprecommends that shareholders vote “FOR” Proposal 1, Proposal 2, Proposal 3 and healthy lifestyles through participation, education and competition. Ms. Fletcher servedProposal 4, as a Director on the Utah Symphony/Utah Opera Board of Directors from 2005 through August 2017. Since September 2017, she has been a Director Emeritus and serves on the Finance Committee and the Deer Valley Music Festival Council. From 2009-2012, Ms. Fletcher served as a Trustee of Woodlands Commercial Banka.k.a.Lehman Brothers Commercial Bank, where she also served as Chairman of its Finance Committee, and a member of its Audit Committee and its Special Committee of independent Board members formed to negotiate settlement terms with the Lehman Brothers bankruptcy estate. From 2002-2004, Ms. Fletcher served as the Chairman and CEO of ABN AMRO, Inc., ABN AMRO Bank’s U.S. broker-dealer, and was the head of ABN AMRO North America Wholesale Client Services, which was accountable for regulatory relationships and local implementation of ABN AMRO strategy related to large corporate and institutional clients. From 2000 to 2004, Ms. Fletcher served as Corporate Managing Director/Executive Vice President for the Global Trade & Advisory Group of ABN AMRO Bank, NV, in Amsterdam, Netherlands. From 1993 to 1999, Ms. Fletcher served as Senior Vice President of the North American Trade Group of ABN AMRO Bank NV, where she was the Head of Structured Trade Finance, and subsequently all trade finance, for ABN AMRO North America, including LaSalle Bank. Prior to her tenure at ABN AMRO, Ms. Fletcher served in various capacities at First Interstate Bank, Ltd./Standard Chartered Bank, Export-Import Bank of the U.S., and Wells Fargo Bank. Ms. Fletcher received her Bachelor of Arts in government from Hamilton College (Kirkland College) in 1975, and her Master of Science in accounting from Georgetown University in 1984. Ms. Fletcher also served as an intern to the United States Senate in 1974 and to the United States Chamber of Commerce in 1976.applicable.

Board Leadership Structure

The Board has structured itself in a manner that it believes allows it to effectively perform its oversight function. In an effort to enhance the independence of the Board, the Board is currently comprised entirely of Independent Trustees, including a Chairman that is an Independent Trustee. The Board recognizes that the chairman can perform an important role in setting the Board agenda, establishing the boardroom culture, serving as a point person on behalf of the Board with fund management, facilitating communications among Trustees and with service providers, and reinforcing the Board’s focus on the long-term interests of shareholders. The Board also recognizes that a chairman may be able to better

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perform these functions without any conflicts of interests arising from a position with fund management. Currently, Mr. James U. Jensen serves as the independent Chairman of the Board. Under the Trust’sBy-laws, the Chairman (or, if the Chairman is unable to attend any such meeting, the Chairman’s designee) shall preside at all meetings of the Trustees and the shareholders.

Standing Committees. Although the Board has direct responsibility over various matters (such as advisory contracts, underwriting contracts and Fund performance), the Board also exercises certain of its oversight responsibilities through its committees, the Audit Committee and the Governance and Nominating Committee (the “Governance Committee”), standing committees that it has established which report back to the Board. The Audit Committee is comprised entirely of the Independent Trustees and operates under a written charter adopted and approved by the Board. Accordingly, Messrs. Jensen and Rinne, Ms. Allison and Ms. Fletcher are each members of the Audit Committee with Ms. Allison serving as Chair. The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. Under the charter, the primary purposes of the Audit Committee include to oversee the Funds’ accounting and financial reporting policies and practices, its internal controls and the internal controls of the Funds’ accounting, administration, transfer agency and custody service providers; to oversee the quality and integrity of the Funds’ financial statements and independent audit thereof; to assist the Board’s oversight of the Funds’ compliance with legal and regulatory requirements that relate to the Fund’s accounting and financial reporting, internal control over financial reporting and independent audits; to act as a liaison between the Funds’ independent public accountants and the full Board of Trustees; to assist the Board oversight of the Funds’ internal audit function (if any); and to approve prior to appointment, the engagement of the Funds’ independent public accountants and, in connection therewith, to review and evaluate the qualifications, independence and performance of the Funds’ independent public accountants. To fulfill its oversight duties, the Audit Committee receives annual and semi-annual reports and has regular meetings with the external auditors for the Funds. The Audit Committee’s actions are governed by the Trust’s written Audit Committee Charter. The Audit Committee met four times during the fiscal year ended September 30, 2017.

In addition to the Audit Committee, the Board has also established the Governance Committee. The Governance Committee is comprised entirely of the Independent Trustees and operates under a written charter adopted and approved by the Board. Accordingly, Messrs. Jensen and Rinne, and Ms. Allison and Ms. Fletcher are each members of the Governance Committee with Mr. Rinne serving as Chair. Under the charter, the primary responsibilities of the Governance Committee include: determining matters of corporate governance (including the evaluation of Board and committee performance, committee processes, and trustee compensation); evaluating the composition of the Board and any constituent committees thereof and the process by which Board and committee chairs are selected; identification, consideration and nomination of candidates to become Board members; and other duties and responsibilities as may from time to time be delegated to the committee by the Board. The Governance Committee met three times during the fiscal year ended September 30, 2017.

The Governance Committee may solicit suggestions for nominations from any source it deems appropriate including, but not limited to, the Funds’ investment advisor,sub-advisor, counsel or service providers. The Governance Committee also will consider nominees recommended by shareholders. Recommendations should be submitted in writing to the Committee care of the Secretary of the Wasatch Funds Trust, 505 Wakara Way 3rd Floor, Salt Lake City, UT 84108. Candidates must meet the requirements established by the Board of Trustees, and must be legally qualified to serve as a Trustee under all applicable federal and state securities laws and regulations, including Section 9 of the 1940 Act. In addition, any nominee must not be an “interested person” as defined in Section 2(a)(19) of the 1940 Act, or rules thereunder, if the vacancy to be filled is that of an Independent Trustee. Any such recommendation should include the shareholder’s name; address; name of broker or record holder, if applicable; number of shares owned;

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name of Funds in which the shares are owned; whether the candidate consents to being identified in the proxy statement in connection with the election of Trustees; the name and background information of the candidate; and a representation that the candidate is willing to provide additional information about him/herself, including assurances of his or her independence.

In evaluating potential candidates for the Board, the Independent Trustees may consider various factors including, among other things: integrity and ethics, breadth of experience, profession, education and skills, life experiences, interpersonal skills, ability to devote the necessary time to the Funds, other board experience, contribution to Board diversity, and willingness to invest personal assets in the Funds. The Board believes that there is a meaningful relationship between diverse boards and constructive corporate governance and that diversity of Trustees can help boards more effectively discharge their duties. However, the Board has declined to develop a specific definition of “diversity” since the characteristics that create Board diversity are dependent upon the characteristics of the incumbent Trustees, the presence, absence and importance of which change over time. In reviewing candidates, the Trustees will use, among other things, personal interviews, background checks, written submissions by the candidates, and third-party references, if any. The Governance Committee would evaluate candidates submitted by shareholders in the same manner and use the same criteria it uses to evaluate other nominees identified by the Governance Committee.

Although the Funds have not adopted a specific process regarding shareholder communications, shareholders of the Funds may communicate with the Board (or individual Trustees serving on the Board) by sending written communications, addressed to the Board as a group or any individual Trustee, to the Secretary of the Wasatch Funds Trust, 505 Wakara Way, 3rd Floor, Salt Lake City, Utah 84108. The Secretary of the Trust will ensure that this communication (assuming it is properly marked care of the Board or care of a specific Trustee) is delivered to the Board or the specified Trustee, as the case may be.

The Board believes that the committee structure is an effective means to permit Trustees to focus on particular operations or issues affecting the Funds. In addition to the standing committees, the Board may also from time to time create ad hoc committees or additional standing committees to focus on particular issues as the need arises.

The Board has determined that its leadership structure, including its committee structure permitting certain areas of responsibility to be allocated to the Independent Trustees together with its Independent Chairman, is appropriate given the characteristics of the Trust and Funds.

Board Oversight of Risk Management

The Board’s oversight responsibilities extend also to risk oversight, including but not limited to, risks related to investments and operations. Because risk management is a broad concept comprised of many elements (including, for example, but not limited to, investment risks, issuer risks, compliance risks, valuation risks, counterparty risks, operational risks, business continuity risks, and legal, compliance and regulatory risks) the oversight of different types of risks is addressed through various risk management reports and assessments received from the relevant management personnel and service providers. Through its direct oversight role, and indirectly through its Audit Committee, the Board performs a risk oversight function for the Funds which may consist of, among other things, the following activities: (1) receiving and reviewing reports related to the performance and operations of the Funds, including but not limited to investment, compliance, liquidity, valuation and operation risks; (2) reviewing and approving, as applicable, compliance policies and procedures of the Fund; (3) meeting with portfolio management teams to review investment strategies, techniques and processes and the investment risks associated therewith; (4) reviewing reports generated by and/or meeting with representatives of key service providers to review and discuss the risks associated with their activities for the Fund and any

13

measures taken to mitigate those risks; (5) receiving written and/or oral reports of the CCO, meeting privately with the CCO, and receiving the annual report of the CCO regarding the operations of the Funds’ Compliance Program, the CCO’s evaluation of the service providers’ compliance programs (including material issues that have arisen with the effectiveness of service providers’ compliance programs and changes resulting thereof, and third-party evaluations of the effectiveness of service providers’ operational effectiveness, if any) as well as any recommendations for modifications thereto; and (6) the Audit Committee meeting with the Treasurer and the Trust’s independent public accounting firm to discuss, among other things, the internal control structure of the Trust’s financial reporting function.

The Board recognizes that not all risks that may affect the Funds can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve a Fund’s goals, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received by the Trustees as to risk management matters are typically summaries of the relevant information. As a result of the foregoing and other factors, the Board’s risk management oversight is subject to certain limitations.

Shareholder Approval

Election of the Nominees for Trustees must be approved by a plurality of the votes validly cast in person or by proxy at the Meeting at which a quorum exists. The shareholders of the Trust will vote together for the election of Trustees.

THE BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” APPROVAL OF

THE ELECTION OF EACH OF THE NOMINEES TO THE BOARD OF TRUSTEES.

GENERAL INFORMATION ABOUT THE FUNDS

MANAGEMENT AND OTHER SERVICE PROVIDERSManagement and Other Service Providers

Set forth below is a description of the current service providers of the Trust and the proposed service providers of the Trust.

Advisor.The investment advisor for the Trust is Wasatch Advisors, Inc. doing business as Wasatch Global Investors. The Advisor is located at 505 Wakara Way, 3^rd Floor, Salt Lake City, Utah 84108.

Distributor.Shares of the Funds are offered on a continuous basis through ALPS Distributors, Inc. (“ADI”), 1290 Broadway, Suite 1100, Denver, Colorado 80203, as distributor of the Funds pursuant to a Distribution Agreement between the Trust and ADI. ADI also serves as distributor for other mutual funds. As distributor, ADI acts as the Trust’s agent to underwrite, sell and distribute shares in a continuous offering, pursuant to a best efforts arrangement.

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Administrator.  The Trust has entered into an administration agreement with State Street Bank and Trust Company (“State Street”), 801 Pennsylvania Avenue, Kansas City, Missouri 64105, pursuant to which State Street provides administrative services to the Funds.

Independent Auditors.The firm of PricewaterhouseCoopers LLP (“PwC”), 1055 Broadway, 10th Floor, Kansas City, Missouri 64105, has been selected as independent auditors of the Funds of the Trust. Certain information concerning the fees and services provided by PwC to the Funds and to the Advisor for the most recent fiscal years of the Funds is provided below.

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PwC, in accordance with Independence Standards Board Standard No. 1 (ISB No. 1), has confirmed to the Audit Committee that they are independent auditors with respect to the Funds.

Audit Fees- The aggregate fees billed for professional services rendered by PwC for the audit of the Trust’s annual financial statements or services normally provided in connection with statutory and regulatory filings or engagements for the last two fiscal years ended September 30, 2017 and September 30, 2016 were $603,830 and $503,459, respectively.

Audit Related Fees –The Trust was not billed any fees by PwC for the fiscal years ended September 30, 2017 and September 30, 2016 for assurance and related services rendered by PwC to the Trust that are reasonably related to the performance of the audit of the Trust’s financial statements and are not reported under Audit Fees above.

During the fiscal years ended September 30, 2017 and September 30, 2016, no fees for assurance and related services that relate directly to the operations and financial reporting of the Trust were billed by PwC to the Trust’s investment adviser or any other entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Trust.

Tax Fees- The aggregate fees billed for professional services rendered by PwC to the Trust for tax compliance, tax advice, tax planning and tax return preparation for the last two fiscal years ended September 30, 2017 and September 30, 2016 were $105,500 and $101,430, respectively. These services consisted of PwC reviewing the Trust’s excise tax returns, distribution requirements and registered investment company tax returns, as well as consultations regarding the liquidation of a series of the Trust.

During the fiscal years ended September 30, 2017 and September 30, 2016, no fees for tax compliance, tax advice or tax planning services that relate directly to the operations and financial reporting of the Trust were billed by PwC to the Trust’s investment adviser or any other entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Trust.

All Other Fees – The aggregate fees billed for professional services rendered by PwC to the Trust, other than services reported above, for the fiscal years ended September 30, 2017 and September 30, 2016 were $107,193 and $0, respectively. The fees for September 30, 2017 are related to the filing for EU reclaims and advice regarding foreign capital gain tax accruals.

During the fiscal years ended September 30, 2017and September 30, 2016 no fees for other services that relate directly to the operations and financial reporting of the Trust were billed by PwC to the Trust’s investment adviser or any other entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Trust.

PwC did not bill the Trust for any othernon-audit services for the fiscal years ended September 30, 2017 and September 30, 2016 for the Trust other than as disclosed above.

The Audit Committee shallpre-approve any engagement of the independent registered public accounting firm to provide any services (other than prohibitednon-audit services) including the fees and other compensation to be paid to the independent registered public accounting firm. The independent registered public accounting firm is authorized by the Audit Committee to providenon-audit services to the extent allowable under the Sarbanes-Oxley Act of 2002 for the Trust provided that (i) the fees payable with respect to such services do not exceed $5,000 in any calendar quarter and (ii) such fees are ratified by the Audit Committee at its next meeting. The fees payable with respect tonon-audit services may be increased by the affirmative vote of a majority of the members of the Audit Committee.

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There were nopre-approval requirements waived for the audit, audit-related, tax and other services described above by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule2-01 of RegulationS-X.

Representatives of PwC are not expected to be present at the Meeting, but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their attention.

OTHER BUSINESS

The Board does not intend to present any other business at the Meeting. If, however, any other matters are properly brought before the Meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with their judgment.

SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS

The Trust does not hold annual shareholder meetings. Any shareholder proposal intended to be presented at any future meeting of shareholders must be received by the Trust at its principal office a reasonable time before the solicitation of proxies for such meeting in order for such proposal to be considered for inclusion in that Proxy Statementthe proxy statement relating to such meeting. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholder meeting should send their written proposals to the Secretary of the Wasatch Funds Trust, 505 Wakara Way, 3^rd Floor, Salt Lake City, Utah 84108.

DELIVERY OF ANNUAL REPORTS AND OTHER DOCUMENTS

Please note that only one annual or semi-annual report, or proxy statement, or notice of internet availability of proxy materials, as applicable, may be delivered to two or more shareholders of a Fund who share an address, unless such Fund has received instructions to the contrary. To request a separate copy of an annual or semi-annual report, or proxy statement, or notice of internet availability of proxy materials, as applicable, or for instructions as to how to request a separate copy of such documents or as to how to request a single copy if multiple copies of such documents are received, shareholders should contact the applicable Fund at the following address: Wasatch Funds, P.O. Box 2172, Milwaukee, Wisconsin 53201-2172 or call800-551-1700. Pursuant to a request, a separate copy will be delivered promptly.promptly free of charge.

VOTING INFORMATION

This Proxy Statement is furnished in connection with a solicitation of proxies by the Board to be used at the Meeting. This Proxy Statement, along with a Notice of the Meeting and proxy card, is first being mailed to shareholders of the Funds on or about June 12, 2018.30, 2020. Only shareholders of record as of the close of business on the Record Date, May 31, 2018,June 22, 2020, will be entitled to notice of, and to vote at, the Meeting. If the enclosed form of proxy card is properly executed and returned in time to be voted at the Meeting, the proxies named therein will vote the shares represented by the proxy in accordance with the instructions marked thereon. Unmarked but properly executed proxy cards will be voted FOR the proposalapplicable Proposal and at the discretion of the named proxies on any other matters deemed appropriate. A proxy may be revoked at any time at

7

or before the vote on the matter by written notice received by the Secretary of the Trust, 505 Wakara Way, 3^rd Floor, Salt Lake City, Utah 84108 prior to the vote on the matter, by submitting a subsequently dated proxy or by attending and voting at the Meeting or the adjournment or

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postponement thereof. Unless revoked, all valid and executed proxies will be voted in accordance with the specifications thereon or, in the absence of such specifications, for approval of the matters contemplated thereby.

Quorum

TheWith respect to a Fund, the holders of thirty percent (30%) of the shares outstanding and entitled to vote on the applicable proposalProposal of the respective Fund at the Meeting shall constitute a quorum for purposes of voting upon the proposalProposal at the Meeting.Meeting for such Fund.

Voting Requirement

Nominees for Trustee receivingThe favorable vote of holders of a plurality“majority of the votes castoutstanding voting securities” (as defined in personthe 1940 Act) of the respective Fund is required for the approval of the Proposal for such Fund.

Under the 1940 Act, the vote of the holder of a “majority of the outstanding voting securities” of a Fund means the vote of the holders of the lesser of (1) 67% or by proxymore of its voting shares present at the Meeting, at whichor represented by proxy if the holders of 50% or more of its outstanding voting shares or so present or represented; or (2) more than 50% of its outstanding voting shares. Shares of each Fund are currently held in two classes (Investor Class and Institutional Class). For purposes of each vote for a quorum existsFund, all shares of the respective Fund will vote together as one class.

All shares represented by properly submitted proxies will be elected to the Board of Trustees of the Trust in proposal 1.

EFFECT OF ABSTENTIONS AND BROKER“NON-VOTES”

Abstentions and “brokernon-votes” (i.e., shares held by brokers or nominees, typically in “street name,” as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) will be treatedcounted as present for the purposes of determining a quorum. In addition, underBefore the rulesMeeting, brokers holding shares of a Fund in “street name” for the benefit of their customers should request their customers’ instructions on how to vote their shares on a Proposal. Under applicable New York Stock Exchange rules, brokers are not permitted to vote on a Proposal with respect to shares for which no instructions have been received from customers. If a shareholder abstains from voting as to any matter, or if a broker has not received instructions from beneficial owners or persons entitledreturns a“non-vote” proxy, indicating a lack of authority to vote andon a matter, then the proposalshares represented by such abstention ornon-vote will be considered to be voted upon may “affect substantially” a shareholder’s rights or privileges,present at the broker may not vote the shares as to that proposal even if it has discretionary voting power. As a result, these shares also will be treated as brokernon-votesMeeting for purposes of proposals that may “affect substantially”determining the existence of a shareholder’s rights or privileges (but will not be treated as brokernon-votes for other proposals, including adjournment of the Meeting).

Abstentionsquorum and brokernon-votes will have nothe effect on proposal 1, for whichof a vote “AGAINST” the required vote is a plurality of the votes cast.Proposal.

PROXY SOLICITATION

Proxies are solicited primarily by mail. Additional solicitations may be made by telephone,e-mail, or other personal contact by officers or employees of the Advisor and its affiliates or by proxy soliciting firms retained by the Funds. The Funds have retained AST Fund Solutions (the “Solicitor”), to provide proxy solicitation services in connection with the Meeting at an estimated cost of $441,000.$180,000. In addition, the Funds may reimburse persons holding shares in their names or names of their nominees for expenses incurred in forwarding solicitation material to their beneficial owners. With respect to the costs of the proxy solicitation of the Proposals herein, such costs shall be allocated among the

8

Funds pro rata based on the number of shareholder accounts. To the extent each Fund’s expenses, including the solicitation costs, would exceed the Fund’s current expense cap, the Advisor will bear the portion of the solicitation expenses necessary for such Fund to operate within the cap.

As the Meeting date approaches, shareholders of the Funds may receive a call from a representative of the Solicitor if the Funds have not yet received their vote. Authorization to permit the Solicitor to execute proxies may be obtained by telephonic or electronically transmitted instructions from Fund shareholders. Proxies that are obtained telephonically will be recorded in accordance with the procedures set forth below. Management of the Funds believes that these procedures are reasonably designed to ensure that the identity of the shareholder casting the vote is accurately determined and that the voting instructions of the shareholder are accurately determined. In all cases where a telephonic proxy is solicited, the solicitor’sSolicitor’s representative is required to ask the shareholder for the shareholder’s full name, address, social security number or employer identification number, title (if the person giving the proxy is authorized to act on behalf of an entity, such as a corporation), the number of shares owned and to confirm that the shareholder has received this Proxy Statement in the mail.

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If the shareholder information solicited agrees with the information provided to the Solicitor by the Funds, the Solicitor representative has the responsibility to explain the process, read the proposalsProposals listed on the proxy card, and ask for the shareholder’s instructions on each proposal.Proposal. The Solicitor representative, although permitted to answer questions about the process, is not permitted to recommend to the shareholder how to vote, other than to read any recommendation set forth in this Proxy Statement. The Solicitor will record the shareholder’s instructions on the card. Within 72 hours, the Solicitor will send the shareholder a letter or mailgram to confirm the shareholder’s vote and asking the shareholder to call the Solicitor immediately if the shareholder’s instructions are not correctly reflected in the confirmation.

ADJOURNMENTS

If a quorum is not present at the Meeting with respect to a Fund, the Chairman of the Board or his designee presiding at the Meeting may adjourn the Meeting with respect to one or more matters.matters for a Fund to a date that may be more than 120 days after the date set forth for the original meeting. If a quorum is present with respect to such matters, the Trustee or officer of the Trust presiding at the Meeting may adjourn the Meeting with respect to one or more matters when such adjournment is approved by shareholders of such Fund representing a majority of the voting power of the shares present and entitled to vote with respect to the matter or matters adjourned. Unless a proxy is otherwise limited in this regard, any shares present and entitled to vote at the Meeting that are represented by brokernon-votes, may, at the discretion of the proxies named therein, be voted in favor of such an adjournment. The persons named as proxies will vote upon such adjournment in their discretion after consideration of the best interests of the shareholders. Unless otherwise specifically limited by their terms, proxies shall entitle the holder thereof to vote at any postponement or adjournment of the Meeting.

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SHARE INFORMATION

The chart below lists the number of shares of the Funds that are outstanding as of the close of business on the Record Date:Date. With respect to each class of shares, shareholders of record on the Record Date are entitled to one vote for each whole share of a Fund that the shareholder owns and proportionate fractional vote for any fraction of a share owned.

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FUND SHARES OWNED BY CERTAIN BENEFICIAL OWNERS

For a list of persons or entities that owned beneficially or of record 5% or more of the outstanding shares of a class of each of the Funds and management’s beneficial ownership of Funds, please refer toExhibit A.

LEGAL MATTERS

Certain legal matters concerning the Trust will be passed upon by Chapman and Cutler LLP, counsel to the Trust. A.

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EXHIBIT A

LIST OF SHAREHOLDERS

As of the Record Date, each of the Trustees and executive officers of the Trust beneficially owned individually and collectively as a group (the “Group”) owned less than 1% of the outstanding shares of each Fund, except for the Emerging Markets Select Fund-Investor Class, the Emerging Markets Select Fund-Institutional Class, the Emerging India Fund-Institutionalas follows:

*Each beneficial owner holds sole voting and the Global Opportunities Fund-Institutional Class. The Group owned 3.74% of the outstanding shares of the Emerging Markets Select Fund-Investor Class, 6.81% of the outstanding shares of the Emerging Markets Select Fund-Institutional Class, 5.01% of the outstanding shares of the Emerging India Fund-Institutional Class, and 1.90% of the outstanding shares of the Global Opportunities Fund-Institutional Class.investment power with respect to all amounts shown.

The following table sets forth the name, address and share ownership of the persons or entities known to the Trust to have ownership of a controlling interest (ownership of greater than 25%) or of record 5% or more of the outstanding shares of a Fund as of the Record Date. Shareholders with a controlling interest in a Fund could affect the outcome of proxy voting or the direction of management of the applicable Fund in the Trust. An asterisk below (*) indicates a beneficial owner as well as a shareholder of record.

A-1

A-2

A-3

A-4

A-5

A-6

A-7

A-8

A-9

Wasatch Emerging India Fund^®

WASATCH FUNDS TRUST

PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 26, 2018AUGUST 31, 2020

The undersigned, revoking previous proxies, hereby appoint(s) Russell L. Biles, David Corbett and Daniel Thurber, and Michael K. Yeates, or any one of them, as attorneys and proxies for the undersigned, with full power of substitution, to vote all shares of the Wasatch Funds Trust (the “Trust”), on behalf of each separateWasatch Emerging India Fund^® (the “Fund”), a series of Wasatch Fundsthe Trust, which the undersigned is entitled to vote at a Joint Special Meeting of Shareholders of the Fund to be held at the offices of Wasatch Funds Trust, 505 Wakara Way, 3rd Floor, Salt Lake City, Utah 84108 on August 31, 2020 at 10:00 a.m., Mountain Time, and at any adjournments or postponements thereof. This proxy shall be voted on the proposal described in the Proxy Statement and as specified on the reverse side. In their discretion, the proxies may vote with respect to all other matters which may properly come before the Joint Special Meeting and any adjournment or postponements thereof. Receipt of the Notice of Joint Special Meeting of Shareholders and the accompanying Proxy Statement is hereby acknowledged.

Do you have questions?

If you have any questions about how to vote your proxy or about the meetingMeeting in general, please call toll-free (800) 499-8541. 769-4414.Representatives are available to assist youMonday through Friday 9 a.m. to 109 p.m. Eastern Time.

Important Notice Regarding the Availability of Proxy Materials for this Special Meeting of Shareholders to Be Held on August 31, 2020. The Notice of the Joint Special Meeting and Proxy Statement are available at:

https://vote.proxyonline.com/wasatch/docs/proxy2020.pdf

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD JULY 26, 2018: The proxy statement is available online at: https://www.proxyonline.com/docs/Wasatch2018.pdf

PROXY CARD

This proxy is being solicited on behalf of the Board of Trustees of Wasatch Funds Trust

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND(S) AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR VOTE USING ANY OF THE METHODS DESCRIBED.

WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF SPECIAL MEETING AND PROXY STATEMENT.

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE “FOR” THE FOLLOWING PROPOSAL:

TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:🌑

PLEASE DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED, POSTAGE PAID ENVELOPE

THANK YOU FOR VOTING

Wasatch Emerging Markets Select Fund^®

WASATCH FUNDS TRUST

PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 31, 2020

The undersigned, revoking previous proxies, hereby appoint(s) Russell L. Biles, David Corbett and Daniel Thurber, or any one of them, as attorneys and proxies for the undersigned, with full power of substitution, to vote all shares of the Wasatch Funds Trust (the “Trust”), on behalf of Wasatch Emerging Markets Select Fund^® (the “Fund”), a series of the Trust, which the undersigned is entitled to vote at a Joint Special Meeting of Shareholders of the Fund to be held at the offices of Wasatch Funds Trust, 505 Wakara Way, 3rd Floor, Salt Lake City, Utah 84108 on August 31, 2020 at 10:00 a.m., Mountain Time, and at any adjournments or postponements thereof. This proxy shall be voted on the proposal described in the Proxy Statement and as specified on the reverse side. In their discretion, the proxies may vote with respect to all other matters which may properly come before the Joint Special Meeting and any adjournment or postponements thereof. Receipt of the Notice of Joint Special Meeting of Shareholders and the accompanying Proxy Statement is hereby acknowledged.

Do you have questions?If you have any questions about how to vote your proxy or about the Meeting in general, please call toll-free (800)769-4414.Representatives are available to assist youMonday through Friday 9 a.m. to 9 p.m. Eastern Time.

Important Notice Regarding the Availability of Proxy Materials for this Special Meeting of Shareholders to Be Held on August 31, 2020. The Notice of the Joint Special Meeting and Proxy Statement are available at:

https://vote.proxyonline.com/wasatch/docs/proxy2020.pdf

This proxy is being solicited on behalf of the Board of Trustees of Wasatch Funds Trust

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND(S) AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR VOTE USING ANY OF THE METHODS DESCRIBED.

WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF SPECIAL MEETING AND PROXY STATEMENT.

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE “FOR” THE FOLLOWING PROPOSAL:

TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:🌑

*To withhold authority to vote for any nominee, mark the “For All Except” box and write that nominee’s name in the space provided below.)

PLEASE DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED, POSTAGE PAID ENVELOPE

THANK YOU FOR VOTING

Wasatch Emerging Markets Small Cap Fund^®

WASATCH FUNDS TRUST

PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 31, 2020

The undersigned, revoking previous proxies, hereby appoint(s) Russell L. Biles, David Corbett and Daniel Thurber, or any one of them, as attorneys and proxies for the undersigned, with full power of substitution, to vote all shares of the Wasatch Funds Trust (the “Trust”), on behalf of Wasatch Emerging Markets Small Cap Fund^® (the “Fund”), a series of the Trust, which the undersigned is entitled to vote at a Joint Special Meeting of Shareholders of the Fund to be held at the offices of Wasatch Funds Trust, 505 Wakara Way, 3rd Floor, Salt Lake City, Utah 84108 on August 31, 2020 at 10:00 a.m., Mountain Time, and at any adjournments or postponements thereof. This proxy shall be voted on the proposal described in the Proxy Statement and as specified on the reverse side. In their discretion, the proxies may vote with respect to all other matters which may properly come before the Joint Special Meeting and any adjournment or postponements thereof. Receipt of the Notice of Joint Special Meeting of Shareholders and the accompanying Proxy Statement is hereby acknowledged.

Do you have questions?If you have any questions about how to vote your proxy or about the Meeting in general, please call toll-free (800)769-4414.Representatives are available to assist youMonday through Friday 9 a.m. to 9 p.m. Eastern Time.

Important Notice Regarding the Availability of Proxy Materials for this Special Meeting of Shareholders to Be Held on August 31, 2020. The Notice of the Joint Special Meeting and Proxy Statement are available at:

https://vote.proxyonline.com/wasatch/docs/proxy2020.pdf

This proxy is being solicited on behalf of the Board of Trustees of Wasatch Funds Trust

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND(S) AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR VOTE USING ANY OF THE METHODS DESCRIBED.

WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF SPECIAL MEETING AND PROXY STATEMENT.

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE “FOR” THE FOLLOWING PROPOSAL:

TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:🌑

PLEASE DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED, POSTAGE PAID ENVELOPE

THANK YOU FOR VOTING

Wasatch Frontier Emerging Small Countries Fund^®

WASATCH FUNDS TRUST

PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 31, 2020

The undersigned, revoking previous proxies, hereby appoint(s) Russell L. Biles, David Corbett and Daniel Thurber, or any one of them, as attorneys and proxies for the undersigned, with full power of substitution, to vote all shares of the Wasatch Funds Trust (the “Trust”), on behalf of Wasatch Frontier Emerging Small Countries Fund^® (the “Target Fund”), a series of the Trust, which the undersigned is entitled to vote at a Joint Special Meeting of Shareholders of the Fund to be held at the offices of Wasatch Funds Trust, 505 Wakara Way, 3rd Floor, Salt Lake City, Utah 84108 on August 31, 2020 at 10:00 a.m., Mountain Time, and at any adjournments or postponements thereof. This proxy shall be voted on the proposal described in the Proxy Statement and as specified on the reverse side. In their discretion, the proxies may vote with respect to all other matters which may properly come before the Joint Special Meeting and any adjournment or postponements thereof. Receipt of the Notice of Joint Special Meeting of Shareholders and the accompanying Proxy Statement is hereby acknowledged.

Do you have questions?If you have any questions about how to vote your proxy or about the Meeting in general, please call toll-free (800)769-4414.Representatives are available to assist youMonday through Friday 9 a.m. to 9 p.m. Eastern Time.

Important Notice Regarding the Availability of Proxy Materials for this Special Meeting of Shareholders to Be Held on August 31, 2020. The Notice of the Joint Special Meeting and Proxy Statement are available at:

https://vote.proxyonline.com/wasatch/docs/proxy2020.pdf

This proxy is being solicited on behalf of the Board of Trustees of Wasatch Funds Trust

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND(S) AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR VOTE USING ANY OF THE METHODS DESCRIBED.

WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF SPECIAL MEETING AND PROXY STATEMENT.

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE “FOR” THE FOLLOWING PROPOSAL:

TO VOTE, MARK CIRCLES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:🌑

PLEASE DATE, SIGN AND RETURN THIS CARD USING THE ENCLOSED, POSTAGE PAID ENVELOPE

THANK YOU FOR VOTING