Wasatch Core Growth Fund NCSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-04920

WASATCH FUNDS TRUST

(Exact name of registrant as specified in charter)

505 Wakara Way, 3rd Floor

Salt Lake City, UT 84108

(Address of principal executive offices)(Zip code)


(Name and Address of Agent for Service)		Copy to:

Samuel S. Stewart, Jr. Wasatch Advisors, Inc. 505 Wakara Way, 3^rd Floor Salt Lake City, UT 84108		Eric F. Fess, Esq. Chapman & Cutler LLP 111 West Monroe Street Chicago, IL 60603

Registrant’s telephone number, including area code: (801) 533-0777

Date of fiscal year end: September 30

Date of reporting period: September 30, 2014

Item 1:

Report to Shareholders.

LOGO

2014 Annual Report
September 30, 2014
EQUITY FUNDS/ Wasatch Core Growth Fund. Wasatch Emerging India Fund. Wasatch Emerging Markets Select Fund. Wasatch Emerging Markets Small Cap Fund. Wasatch Frontier Emerging Small Countries Fund. Wasatch Global Opportunities Fund. Wasatch Heritage Growth Fund. Wasatch International Growth Fund. Wasatch International Opportunities Fund. Wasatch Large Cap Value Fund. Wasatch Long/Short Fund. Wasatch Micro Cap Fund. Wasatch Micro Cap Value Fund . Wasatch Small Cap Growth Fund. Wasatch Small Cap Value Fund. Wasatch Strategic Income Fund. Wasatch Ultra Growth Fund. Wasatch World Innovators Fund BOND FUNDS/ Wasatch-1st Source Income Fund. Wasatch-Hoisington U.S. Treasury Fund

Wasatch Funds

Salt Lake City, Utah

www.WasatchFunds.com

800.551.1700


TABLEOF CONTENTS


Letter to Shareholders			2
Wasatch Core Growth Fund^® Management Discussion			4
Portfolio Summary			5
Wasatch Emerging India Fund^® Management Discussion			6
Portfolio Summary			7
Wasatch Emerging Markets Select Fund^™ Management Discussion			8
Portfolio Summary			9
Wasatch Emerging Markets Small Cap Fund^® Management Discussion			10
Portfolio Summary			11
Wasatch Frontier Emerging Small Countries Fund^™ Management Discussion			12
Portfolio Summary			13
Wasatch Global Opportunities Fund^® Management Discussion			14
Portfolio Summary			15
Wasatch Heritage Growth Fund^® Management Discussion			16
Portfolio Summary			17
Wasatch International Growth Fund^® Management Discussion			18
Portfolio Summary			19
Wasatch International Opportunities Fund^® Management Discussion			20
Portfolio Summary			21
Wasatch Large Cap Value Fund^® Management Discussion			22
Portfolio Summary			23
Wasatch Long/Short Fund^® Management Discussion			24
Portfolio Summary			25
Wasatch Micro Cap Fund^® Management Discussion			26
Portfolio Summary			27
Wasatch Micro Cap Value Fund^® Management Discussion			28
Portfolio Summary			29
Wasatch Small Cap Growth Fund^® Management Discussion			30
Portfolio Summary			31
Wasatch Small Cap Value Fund^® Management Discussion			32
Portfolio Summary			33
Wasatch Strategic Income Fund^® Management Discussion			34
Portfolio Summary			35
Wasatch Ultra Growth Fund^® Management Discussion			36
Portfolio Summary			37
Wasatch World Innovators Fund^® Management Discussion			38
Portfolio Summary			39
Wasatch-1st Source Income Fund^® Management Discussion			40
Portfolio Summary			41
Wasatch-Hoisington U.S. Treasury Fund^® Management Discussion			42
Portfolio Summary			43
Management Discussions — Definitions of Financial Terms			44
Operating Expenses			45
Schedule of Investments			48
Statements of Assets and Liabilities			92
Statements of Operations			98
Statements of Changes in Net Assets			104
Financial Highlights			112
Notes to Financial Highlights			118
Notes to Financial Statements			119
Report of Independent Registered Public Accounting Firm			140
Supplemental Information			141
Management of the Company			141
Additional Tax Information			142
Proxy Voting Policies, Procedures and Record			143
Quarterly Portfolio Holdings Disclosure on Form N-Q			143
Service Providers			143
Contact Wasatch			144

This material must be accompanied or preceded by a prospectus.

Please read the prospectus carefully before you invest.

Wasatch Funds are distributed by ALPS Distributors, Inc.


LETTERTO SHAREHOLDERS — READING BETWEENTHE (HEAD)LINES

LOGO

Samuel S. Stewart, Jr. PhD, CFA

President of
Wasatch Funds

DEAR FELLOW SHAREHOLDERS:

I like a good headline as much as anyone. And as I considered possible headlines for this letter, I recalled a quote that’s been attributed to Bill Gates:

“Headlines, in a way, are what mislead you because bad news is a headline, and gradual improvement is not.”

Not only are headlines often negative, they frequently tell us what we already know — and, from an investment perspective, what’s already been factored into market prices. Just consider the pessimistic nature of recent headlines: The likelihood of an imminent correction in stocks. The potential for Fed-induced runaway inflation. The Russia/Ukraine conflict. The Ebola threat. Tensions in the Middle East. Given all this bad news, it’s little wonder that many Americans think we’re headed in the wrong direction.

Yet, by many measures, the U.S. economy has returned to where it was before the global financial crisis of 2008 and early 2009. Today, bank loans to businesses exceed those of 2007. Total private employment has topped 2008 levels. And after a multi-year trend of declining incomes, there has been some recent improvement. Despite the headlines, our economy has been making incremental progress.

ECONOMY

Annualized growth in nominal gross domestic product (GDP) was 6.8% (4.6% after inflation) for the second calendar quarter of 2014, up sharply from the negative rate recorded for the first calendar quarter. Taking a longer view, the three-year average of nominal GDP growth was just under 4%, and this growth rate has not improved over the last decade. Further, forecasters expect GDP growth for the rest of 2014 to remain near the three-year average at about 4%. The good news is that the economy continues to move ahead; the bad news is that the pace of recovery remains measured.

Other positive signs include the recent 8.4% quarterly rebound in corporate profits, continued improvement in unemployment figures, only small increases in interest rates and a decline in the rate of inflation. Unemployment dropped to 5.9% in September and the rate of new-job creation in the first half of 2014 hit a 15-year high.

At the same time, price declines in August brought the annualized inflation rate for 2014 down to 1.7%, near the Federal Reserve’s target of 2.0%. With quantitative easing set to end soon, it seems to me that the Fed has handled its responsibilities well. The economy is recovering, but not so quickly that the Fed will be forced to stomp on the brakes by rapidly raising interest rates.

If there are potential trouble spots, I think they’re mainly overseas — in Europe, China, India, Japan, Russia and the Middle East. To gain some perspective on the nature of these problems, it’s useful to consider the comparative well-being of the U.S. The U.S. is the third most populous nation on the planet, and the American economy is more self-sufficient than most. We have a common currency and a common language. As citizens, we expect our tax dollars to be used primarily for the general well-being of all Americans. Therefore, we share many of the same economic goals.

Although the eurozone in aggregate has a population similar in size to that of the U.S., the eurozone lacks a common language, a common culture and a commitment to the general welfare of all citizens. Europe does benefit from being relatively self-sufficient when taken as a whole. But the lack of commitment to the general welfare has the effect of pitting nation against nation — northern countries enjoy relative prosperity while southern countries stagnate. The net result is a sluggish economy faced with slipping back into recession, and maybe into deflation.

Europe’s challenges have implications for emerging-market countries. The two largest trading partners for the export-driven emerging markets are the U.S. and Europe, each accounting for about 30% of global consumption. When consumer and industrial spending in the U.S. and Europe are less robust, the GDPs of these emerging economies suffer.

Japan has been experiencing a long period of deflation. And after many years of a strong currency, which makes the country’s exports more expensive to the rest of the world, the Japanese government recently undertook policies to weaken the yen. While this may be good for Japan’s global-trade competitiveness, it could cause large exporting countries — including emerging markets — to devalue their currencies in an effort to support their export industries. Such a currency war would likely be inflationary on a wide scale.

The conflict between Russia and Ukraine has significant implications outside of these countries because Russia is a major energy supplier to Europe and other parts of the world. In addition, Russia is a large importer of European finished goods.

MARKETS

During the second calendar quarter of 2014, markets were almost universally riding a wave of optimism despite uneven economic news. The situation reversed somewhat during the third calendar quarter. In the U.S., economic news improved and the dollar strengthened, but stock-market conditions were mixed. Generally speaking, large-cap stocks advanced modestly, mid-caps held relatively steady and small-caps pulled back.

International stock markets were also mixed for the most recent quarter. Although the economic and geopolitical problems abroad are disturbing, I continue to believe there are attractive investment opportunities around the world. In general, while European economic growth is slower than in the U.S., valuations are somewhat less expensive in Europe and we’re able to find companies that operate globally. Within emerging markets, valuations are typically more expensive, but long-term growth rates are often higher — despite recent economic challenges. And we seek to mitigate some of the risks in emerging markets by focusing


		*SEPTEMBER 30, 2014 (UNAUDITED)*

on companies that are meeting home-country demands, rather than the demands of the developed world. Finally, in Japan, exporters of manufactured goods may benefit from weakness in the Japanese yen, even if this has negative implications for exporters from other countries.

Performance in the fixed-income markets was generally positive for the most recent quarter. Despite this positive overall performance, interest rates rose late in the period, leading to some declines in bond prices. Nevertheless, I continue to believe that bonds are expensive. And many investors may not even be aware that significant increases in interest rates would cause substantial principal losses — particularly for longer-term bonds.

Regarding U.S. stocks in general, while overall valuations are on the high side, we’re finding a good number of reasonably priced stocks, including some that pay attractive dividend yields. In addition, U.S. economic conditions continue to improve. And of the measures of market psychology I’ve found useful over the years, most are showing significant resilience. As a result, I remain a cautious bull.

WASATCH

Did you know the typical mutual-fund shareholder, over time, receives a return at least 2% less per year than the return of the fund itself? To explain why this is the case, and more importantly to help you avoid experiencing such poor results yourself, I want to tell you a bit about the way we invest at Wasatch.

Our funds have experienced substantial gains in the years since the global financial crisis. It’s worth noting, however, that just as all segments of the economy have not recovered at the same rate or time, our funds have not always been in sync with their benchmark indices. As active managers, our goal is to outperform the indices, not mimic them. The only way to achieve this goal over the long term is to construct fund portfolios that are substantially different from their benchmarks. As a result, performance relative to the index in the short term is very unpredictable.

Our fund portfolios may differ from the indices because we seek to invest in high-quality companies — businesses with strong balance sheets, innovative products and services, and talented management teams. It’s not unusual for the stocks of these companies to lag during certain segments of an economic recovery, which may favor companies that were severely beaten up in the preceding downturn or companies that are new and exciting but unproven. Over the long term, however, we believe that our investments in higher-quality companies will have the potential to generate outsized returns with reasonable risks.

Unlike broad-based indices, some Wasatch Funds may concentrate investments in a relatively small number of companies. Or in the case of our international funds, including those focusing on emerging markets, we may vary our investments by country, sector and company size. Many of the emerging-market indices, by contrast, are heavily weighted in companies that are large exporters to developed countries. At Wasatch, we sense better opportunities in emerging-market companies that are satisfying local demands.

We recognize that shareholders may sometimes feel frustrated that a particular fund appears to be underperforming. In our experience, this frustration often creates the urge to sell the underperforming fund in order to buy one that’s been doing better lately. While it’s human nature to want to chase performance, this behavior is rarely effective when it comes to achieving long-term goals.

That’s why we urge shareholders to do their research and choose their portfolio managers and funds with care. Periodic, short-term underperformance is normal for an actively managed fund. A quick trigger finger may cost a shareholder much more over the long term.

With sincere thanks for your continued investment and for your trust,

LOGO

Sam Stewart

President of Wasatch Funds

Information in this report regarding market or economic trends or the factors influencing historical or future performance reflects the opinions of management as of the date of this report. These statements should not be relied upon for any other purpose. Past performance is no guarantee of future results, and there is no guarantee that the market forecasts discussed will be realized.

CFA^® is a trademark owned by CFA Institute.

Wasatch Advisors is the investment advisor to Wasatch Funds.


WASATCH CORE GROWTH FUND (WGROX / WIGRX) — Management Discussion		*SEPTEMBER 30, 2014 (UNAUDITED)*

The Wasatch Core Growth Fund is managed by a team of Wasatch portfolio managers led by JB Taylor and Paul Lambert.

LOGO

JB Taylor

Lead Portfolio Manager

LOGO

Paul Lambert Portfolio Manager

OVERVIEW

The Wasatch Core Growth Fund — Investor Class gained 3.26% for the 12 months ended September 30, 2014. The Russell 2000 Index, the Fund’s primary benchmark,

gained 3.93% for the same period.

Since early 2013, we have seen a disconnect between company fundamentals and stock prices. Over this time, companies with weaker fundamentals have outperformed those with higher-quality balance sheets and stronger earnings growth. One illustration of this trend is the recent performance of money-losing companies. For the five quarters between December 31, 2012 and March 31, 2014, Russell 2000 Growth Index companies posting quarterly losses in earnings-per-share (EPS) outperformed companies with quarterly profits. This trend began to reverse in the second calendar quarter and continued during the third calendar quarter of 2014.

We suspect the Fed’s quantitative-easing program encouraged risk taking and contributed to a momentum-driven market. The scheduled end of the program may encourage investors to once again focus on company fundamentals.

DETAILSOFTHE YEAR

A future more focused on fundamentals should bode well for the Wasatch Core Growth Fund. In the most recent quarter, our companies reported sales and EPS growth of 15.6% and 16.2%, respectively. By comparison, the median sales and EPS growth of the average company in the Russell 2000 Index were 8.9% and 7.3%, respectively. Our companies have higher operating margins and better returns-on-capital than the average company in the Index. Most importantly, our companies are led by management teams that we have vetted through numerous on-site visits and conference calls. A low-turnover strategy makes this endeavor possible. On average, our current top 20 holdings have been held in the Fund for over six years.

While the Fund underperformed the Index for the 12-month period, our health-care stocks outpaced their benchmark counterparts helped by strong performance from Ensign Group, Inc. and ICON plc, both of which produced double-digit gains for the year.

The industrials sector was another area of outperformance led by Spirit Airlines, Inc., the Fund’s top overall contributor. This airline has continued to grow by entering new markets as a low-cost alternative to bigger carriers. With larger hub-and-spoke airlines focused on moving “up market” and expanding return on capital, Spirit’s low cost structure is enabling it to grow revenue through careful expansion

of its route map. At just 1% market share, we believe Spirit has plenty of room to grow.

Two other strong performers from the industrials sector were trucking companies Old Dominion Freight Line, Inc. and Knight Transportation, Inc. Both companies have been benefiting from the improving economy, especially strength in manufacturing, and tight capacity in the trucking industry. In addition, higher operating costs due to new government regulations have hurt smaller competitors.

Our largest detractor was in the consumer-staples sector. Nu Skin Enterprises, Inc. sells premium skin-care products and nutritional supplements worldwide. The stock’s weak performance began in January 2014, when the Chinese government opened an investigation into the company’s direct-selling practices. With the investigation now settled and measures taken to address the Chinese government’s concerns, Nu Skin is beginning to regain momentum. This process will take time and, for investors, a large amount of patience. We still like the stock. The company remains highly profitable, has ample financial resources, and faces significant opportunities to grow its brand in emerging Asian markets.

The energy sector was one of the worst-performing sectors for the period. Our energy companies reflected this weakness. The price of oil declined 12% over the past 12 months in spite of alarming global headlines in major oil-producing regions of the world. This kind of volatility in a commodity-related industry is not uncommon. Our investments in the energy sector are focused on the long-run need for efficient energy production to fuel economic growth and, for domestic energy producers and service providers, to help the United States gain energy independence. CARBO Ceramics, Inc. was a notably weak stock. Less expensive alternatives to CARBO’s high-quality ceramic proppants are challenging the company’s business model. We sold our position in CARBO since this shift in market share could be a long-lasting trend as weaker oil prices will result in more emphasis on saving money versus the increased output offered by ceramic proppants.

OUTLOOK

Notwithstanding recent small-cap stock performance, most indicators for the economy appear as healthy as they have been in a long time. The median company revenue growth in the Russell 2000 Growth Index topped 10% for the first time in two years and the number of Index companies missing estimates was down versus the last few quarters. Wall Street analyst expectations call for accelerating growth rates going forward. On the flipside, valuations are still a concern.

We don’t see cause for alarm. We do see signs of a transition from a period when momentum and liquidity were the market’s primary drivers, to one in which growth rates and rational valuations should determine returns. We welcome this type of “stock picker’s market” in which our insights on a company’s management, business-model quality and long-term growth prospects should be properly rewarded.

Thank you for the opportunity to manage your assets and for your trust.

Current

and future holdings are subject to risk.


WASATCH CORE GROWTH FUND (WGROX / WIGRX) — Portfolio Summary		*SEPTEMBER 30, 2014 (UNAUDITED)*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		10 YEARS
Core Growth (WGROX) — Investor		3.26%		15.94%		8.09%
Core Growth (WIGRX) — Institutional		3.31%		15.99%		8.11%
Russell 2000^® Index		3.93%		14.29%		8.19%
Russell 2000^® Growth Index		3.79%		15.51%		9.03%

Data shows past performance, which is not indicative of future performance. Current performance may be lower or higher than the performance quoted. To obtain the most recent month-end performance data available, please visit www.WasatchFunds.com. The Advisor may absorb certain Fund expenses, without which total return would have been lower. Investment returns and principal value will fluctuate and shares, when redeemed, may be worth more or less than their original cost.

As of the January 31, 2014 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Core Growth Fund — Investor Class: 1.21% / Institutional Class: 1.32%, Net: 1.12%. The expense ratio shown elsewhere in this report may be different. Net expenses are based on Fund expenses, net of waivers and reimbursements. See the prospectus for additional information regarding Fund expenses.

Wasatch Funds will deduct a 2.00% redemption proceeds fee on Fund shares held 60 days or less. Performance data does not reflect the deduction of fees, including sales charges, or the taxes you would pay on fund distributions or the redemption of fund shares. Fees and taxes, if reflected, would reduce the performance quoted. Wasatch does not charge any sales fees. For more complete information including charges, risks and expenses, read the prospectus carefully.

Performance for the Institutional Class prior to 1/31/2012 is based on the performance of the Investor Class. Performance of the Fund’s Institutional Class prior to 1/31/2012 uses the actual expenses of the Fund’s Investor Class without any adjustments. For any such period of time, the performance of the Fund’s Institutional Class would have been substantially similar to, yet higher than, the performance of the Fund’s Investor Class, because the shares of both classes are invested in the same portfolio of securities, but the classes bear different expenses.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
Copart, Inc.		4.8%
Allegiant Travel Co.		3.4%
Dealertrack Technologies, Inc.		3.2%
Spirit Airlines, Inc.		3.2%
Life Time Fitness, Inc.		2.7%


Company	% of Net Assets
Vistaprint N.V.		2.7%
MEDNAX, Inc.		2.5%
Waste Connections, Inc.		2.5%
IDEX Corp.		2.5%
SEI Investments Co.		2.4%

As of September 30, 2014, there were 61 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

LOGO

**	Excludes securities sold short and options written, if any.

†	Also includes Other Assets & Liabilities.

GROWTHOFA HYPOTHETICAL $10,000 INVESTMENT

LOGO

Past performance does not predict future performance. The graph above does not reflect the deduction of fees, sales charges, or taxes that you would pay on fund distributions or the redemption of fund shares. Wasatch does not charge any sales fees. The Russell 2000 Index is an unmanaged total return index of the smallest 2,000 companies in the Russell 3000 Index, as ranked by total market capitalization. The Russell 2000 Index is widely regarded in the industry as accurately capturing the universe of small company stocks. The Russell 2000 Growth Index is an unmanaged total return index that measures the performance of those Russell 2000 Index companies with higher price-to-book ratios and higher forecasted growth values. You cannot invest directly in these or any indices.


WASATCH EMERGING INDIA FUND (WAINX) — Management Discussion		*SEPTEMBER 30, 2014 (UNAUDITED)*

The Wasatch Emerging India Fund is managed by a team of Wasatch portfolio managers led by Ajay Krishnan.

LOGO

Ajay Krishnan, CFA

Lead Portfolio Manager

OVERVIEW

The Wasatch Emerging India Fund gained 53.37% in the 12 months ended September 30, 2014. The Fund outperformed its benchmark, the MSCI India Investable Market Index (IMI), which rose 41.83%.

Optimism surrounding India’s national elections last May fueled a strong rally in its stock market that pushed its major stock averages to all-time highs throughout the year.

Widespread dissatisfaction with India’s Congress party had stirred desire for a change in leadership that investors believed would usher in a new era of economic reforms.

India suffers from years of underinvestment in the capital and infrastructure needed for its economy to operate at its full potential. Inefficiencies in production and transportation have held back economic growth, while contributing to structural inflation in the prices of basic items. Investors hope that the policies of newly elected Prime Minister Narendra Modi, leader of the Bharatiya Janata Party (BJP), will engender a self-sustaining investment cycle that will revitalize India’s economy.

In response to growing sentiment for political change, we had gradually increased the Fund’s holdings of industrial companies from about 9% of assets at the beginning of the fiscal year to about 15% going into its final quarter. We viewed industrials as among the sectors likely to benefit most from a victory by the BJP — a scenario that so far has played out essentially as we had expected. Led by our machinery and building-products stocks, our industrials outgained the industrials in the Index by a wide margin. In addition, our overweight position in industrials — which proved to be the top-performing sector of the Index — provided a strong tailwind for the Fund.

As a result, the industrials sector was the Fund’s largest source of outperformance relative to its benchmark. Advantageous stock selection helped the Fund outperform its benchmark in every other sector as well.

DETAILSOFTHE YEAR

Our strongest contributor to performance for the year was motor-vehicle manufacturer Eicher Motors Ltd. The company is experiencing healthy demand for its Royal Enfield motorcycles. In its most-recently reported quarter, Eicher’s consolidated net profit grew 70.5% year-over-year on increased revenues and strong operational performance.

Kajaria Ceramics Ltd. was our second-best contributor. The company manufactures and sells ceramic and vitrified tiles in India. It also exports its products to approximately 20 countries. Strong demand for Kajaria’s tiles, as well as improved sentiment toward the building-products industry, drove its shares to record highs during the year. In the company’s most-recently reported quarter, consolidated net

profit rose 48.0% on 18.6% growth in total income from operations versus the same period a year ago. Kajaria’s announcement that it planned to increase production capacity also helped lift its shares.

Our greatest detractor from performance for the year was gaming and hospitality company Delta Corp. Ltd. In addition to its offshore casinos, Delta owns one of India’s first land-based casinos. Expenses in the company’s most-recently reported quarter included all start-up costs, interest and depreciation attributable to its newly opened Deltin Hotel in Daman. Consequently, Delta posted a consolidated net loss, and its stock declined modestly. In our view, however, nothing fundamental has changed, and we continue to hold the stock in the Fund.

ICRA Ltd. is a new position in the Fund. The company, a division of international rating agency Moody’s, operates as an independent investment-information and credit-rating agency in India. In the final quarter of our fiscal year, ICRA’s stock rose sharply when management reported solid operating results. After we purchased shares for the Fund, however, the stock gave back some of its previous gains. In a year in which most of the Fund’s holdings rose in value, the moderate decline in this small position was enough to make it our second-largest detractor.

OUTLOOK

With the dramatic rise in India’s stock market — both in the run-up to this year’s elections and in their aftermath — valuations have moved somewhat faster than the fundamentals. While we believe much of the current optimism will prove justified over the long-term, a country the size of India does not change radically in just a few months. For that reason, a near-term pause in which Indian equities digest their recent gains should not be ruled out.

Nevertheless, India is the only economy among the BRIC (Brazil, Russia, India and China) nations in which growth is seen as accelerating. In the most-recent estimate from the International Monetary Fund (IMF), GDP growth in the 2014 - 2015 fiscal year (which begins on April 1) was revised upward to 5.6% from 5.4% previously. The Reserve Bank of India expects the Indian economy to grow 5.5% in the current fiscal year and accelerate to 6.3% in 2015 - 2016. These estimates compare to growth of less than 5% in India’s past two fiscal years. If the newly elected government can enact the reforms necessary to enable India’s economy to operate closer to its full potential, we believe the long-term prospects for well-situated Indian equities are among the most attractive in the world.

In the short term, we don’t expect the scheduled end of quantitative easing in the U.S. to impact India’s currency as it did in 2013. Since then, India’s foreign-currency reserves have increased, and its fiscal and current-account situations have improved significantly.

Thank you for the opportunity to manage your assets.

Current

and future holdings are subject to risk.


WASATCH EMERGING INDIA FUND (WAINX) — Portfolio Summary		*SEPTEMBER 30, 2014 (UNAUDITED)*

AVERAGE ANNUAL TOTAL RETURNS

1 YEAR

5 YEARS

SINCE INCEPTION

4/26/11

Emerging India

53.37%

N/A

9.79%

MSCI India IMI

41.83%

N/A

-0.40%

As of the January 31, 2014 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Emerging India Fund are 2.99%. The Net Expenses are 1.95%. The expense ratio shown elsewhere in this report may be different. Net Expenses are based on Fund expenses, net of waivers and reimbursements. See the prospectus for additional information regarding Fund expenses.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
Marksans Pharma Ltd. (India)		2.5%
Lupin Ltd. (India)		2.5%
Natco Pharma Ltd. (India)		2.4%
Persistent Systems Ltd. (India)		2.4%
Eicher Motors Ltd. (India)		2.0%


Company	% of Net Assets
Glenmark Pharmaceuticals Ltd. (India)		2.0%
Amara Raja Batteries Ltd. (India)		1.9%
HCL Technologies Ltd. (India)		1.9%
Godrej Consumer Products Ltd. (India)		1.8%
WABCO India Ltd. (India)		1.8%

As of September 30, 2014, there were 77 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

LOGO

**	Excludes securities sold short and options written, if any.

†	Also includes Other Assets & Liabilities.

GROWTHOFA HYPOTHETICAL $10,000 INVESTMENT

LOGO


WASATCH EMERGING MARKETS SELECT FUND (WAESX / WIESX) — Management Discussion		*SEPTEMBER 30, 2014 (UNAUDITED)*

The Wasatch Emerging Markets Select Fund is managed by a team of Wasatch portfolio managers led by Ajay Krishnan and Roger Edgley.

LOGO

Ajay Krishnan, CFA

Lead Portfolio Manager

LOGO

Roger Edgley, CFA

Portfolio Manager

OVERVIEW

The Wasatch Emerging Markets Select Fund — Investor Class gained 7.92% for the 12 months ended September 30, 2014. The Fund outperformed its benchmark,

the MSCI Emerging Markets Index, which rose 4.30%.

Russia’s annexation of Crimea was one of the main factors affecting emerging markets during the year. Although Russian stocks currently account for less than 5% of the Index, the deepening conflict between Ukraine and Russia is disrupting trade in the region. The impact has been felt especially in the developed economies of Europe, which is where Russia’s primary trading partners are located.

The Fund’s focus on companies selling products and services primarily in their home countries kept it somewhat insulated from international tensions and was one of the reasons it outperformed its benchmark. Our exit from Russia during March and April also helped the Fund’s return by removing exposure to what proved to be one of the year’s worst-performing countries.

India, which is the Fund’s most-heavily weighted country, was also one of its best performers. Although India struggled in 2013 amid currency weakness and poor sentiment toward the so-called “Fragile Five” (Brazil, Indonesia, India, Turkey and South Africa), we remained convinced that our Indian companies were well-positioned for long-term growth. That patience paid off this year, as our Indian stocks outgained the Indian stocks in the Index and were the Fund’s largest source of outperformance.

Other countries in which the Fund’s investments performed especially well included Thailand and the United Arab Emirates (U.A.E.). In Thailand, the May 22nd military coup seems to have boosted investor sentiment by ending anti-government protests and restoring order. Meanwhile, strong gains in our bank stocks made the U.A.E. the Fund’s top-performing country for the year. We used that strength to reduce the Fund’s holdings in the U.A.E., as escalating violence in the Middle East dimmed our outlook for growth in the region. We also trimmed the Fund’s positions in Thailand in response to the increased valuations of our companies.

Weakness in the Fund’s Hong Kong-based hotel-casino stocks was its largest source of underperformance. The Fund’s holdings also declined in Turkey, where the poor political situation continues to forestall significant improvements in the fundamentals.

DETAILSOFTHE YEAR

Our two strongest contributors to Fund performance for

the year were Lupin Ltd. of India, and China’s Sino Biopharmaceutical Ltd. Lupin markets its branded and generic pharmaceuticals primarily in India, the U.S. and Japan. Among the factors supporting the company’s stock price were its excellent record of compliance with U.S. Food and Drug Administration (FDA) regulations, and its significant number of new drugs completing registration and ready to enter production.

Sino Biopharmaceutical manufactures and sells Chinese medicines and Western chemical medicines primarily in Mainland China. Sales and earnings at the company have risen amid strong demand for its products, especially in China’s growing market for generic pharmaceuticals.

Our greatest detractor from Fund performance for the year was Yandex N.V. The Netherlands-based company operates Russia’s main Internet search engine and generates approximately 62% of all search traffic in Russia. The company also has a strong search presence in Belarus, Kazakhstan, Turkey and Ukraine. The stock declined as the crisis in Ukraine unfolded, and we sold it when we determined the situation would not be resolved quickly.

Melco International Development Ltd., based in China, operates hotel-casinos in Macau. Melco was our second-largest detractor. A number of factors combined to suppress tourism in Macau from wealthy mainland Chinese gamblers during the year. The most important was the Chinese government’s campaign against what it considered excessively lavish banquets and entertainment at VIP clubs, such as those in Macau’s casino resorts. Although we may adjust the position size in anticipation of a further deterioration in sentiment, we continue to hold the stock.

OUTLOOK

With Russian output and industrial production in decline even before the Ukraine crisis began, sanctions and uncertainty have worsened the already-weak structural situation. As a result, Russia now appears headed for recession. Nevertheless, a fading of international tensions could touch off a relief rally in Russian stocks. While we believe any such rally is likely to be temporary, the Fund’s lack of investments in Russia would work to its disadvantage in such a scenario and hurt performance relative to its benchmark.

As weakness in Russia continues to impact its trading partners in Europe, a sustained rise in exports from emerging markets to developed countries is becoming less likely in our view. For that reason and others, we continue to favor countries — such as India, Mexico and the Philippines — in which we expect domestic-demand growth to accelerate going forward.

We do not expect the scheduled end of quantitative easing (QE) to materially impact emerging markets as it did in 2013. First, in the absence of inflationary pressures, we think any increases in U.S. interest rates are likely to be subdued. Second, we believe the end of QE has been adequately discounted by the markets. Third, with the exception of South Africa, the countries that proved most vulnerable to tighter liquidity in 2013 have significantly improved their balance sheets and current-account situations.

Thank you for the opportunity to manage your assets.

Current

and future holdings are subject to risk.


WASATCH EMERGING MARKETS SELECT FUND (WAESX / WIESX) — Portfolio Summary		*SEPTEMBER 30, 2014 (UNAUDITED)*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS	SINCE INCEPTION 12/13/12
Emerging Markets Select (WAESX) — Investor		7.92%	N/A		1.80%
Emerging Markets Select (WIESX) — Institutional		8.13%	N/A		2.27%
MSCI Emerging Markets Index		4.30%	N/A		0.65%

As of the January 31, 2014 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Emerging Markets Select Fund are Investor Class — Gross: 2.40%, Net: 1.69% / Institutional Class — Gross: 2.21%, Net: 1.50%. The expense ratio shown elsewhere in this report may be different. Net Expenses are based on Fund expenses, net of waivers and reimbursements. See the prospectus for additional information regarding Fund expenses.

Investing in foreign securities, especially in emerging markets, entails special risks, such as currency fluctuations and political uncertainties, which are described in more detail in the prospectus. Investing in small cap funds will be more volatile and loss of principal could be greater than investing in large cap or more diversified funds. Being non-diversified, the Fund can invest a larger portion of its assets in the securities of a limited number of companies than a diversified fund. Non-diversification increases the risk of loss to the Fund if the values of these securities decline.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
Sino Biopharmaceutical Ltd. (China)		3.8%
Cemex Latam Holdings S.A. (Colombia)		3.7%
International Container Terminal Services, Inc. (Philippines)		3.7%
Metropolitan Bank & Trust (Philippines)		3.3%
Kasikornbank Public Co. Ltd. (Thailand)		3.3%


Company	% of Net Assets
M Dias Branco S.A. (Brazil)		3.2%
BBVA Banco Continental S.A. (Peru)		3.2%
PT Tower Bersama Infrastructure Tbk (Indonesia)		3.2%
Raia Drogasil S.A. (Brazil)		3.2%
Godrej Consumer Products Ltd. (India)		3.1%

As of September 30, 2014, there were 40 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

LOGO

**	Excludes securities sold short and options written, if any.

†	Also includes Other Assets & Liabilities.

GROWTHOFA HYPOTHETICAL $10,000 INVESTMENT

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WASATCH EMERGING MARKETS SMALL CAP FUND (WAEMX) — Management Discussion		*SEPTEMBER 30, 2014 (UNAUDITED)*

The Wasatch Emerging Markets Small Cap Fund is managed by a team of Wasatch portfolio managers led by Roger Edgley, Laura Geritz and Andrey Kutuzov.

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Roger Edgley, CFA

Lead Portfolio Manager

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Laura Geritz, CFA

Portfolio Manager

LOGO

Andrey Kutuzov, CFA

Associate Portfolio Manager

OVERVIEW

The Wasatch Emerging Markets Small Cap Fund gained 4.90% for the fiscal year ended September 30, 2014 and underperformed its benchmark, the MSCI Emerging Markets Small Cap Index, which returned 8.84%.

During the year, the performance of the world’s small-cap markets varied considerably. Several emerging Asian markets delivered strong gains, including Thailand where greater political stability contributed to an improved economic outlook. In India, equities advanced on expectations that actions by the new government would lead to significant economic improvement.

DETAILSOFTHE YEAR

The Fund is overweight relative to the Index in Thailand and our holdings significantly outperformed. India also contributed to the Fund’s performance versus the Index over the past 12 months driven by our structurally overweight position. While our Indian holdings on average had strong gains, they were not up as much as those in the Index.

The Fund’s investments in Russia detracted from performance. The Russia/Ukraine conflict has had severe negative impacts on the Russian stock market and on Russia’s currency, the ruble. The long-term consequences are likely to be continuing deceleration in economic growth and sustained currency weakness. The performance of the Fund’s Russian holdings reflected the challenging macro environment. TCS Group Holding plc, a provider of online retail financial services; MD Medical Group Investments plc, a provider of pre-natal health care; and M Video OJSC, a consumer-electronics and home-appliances retail chain, were all down significantly and detracted from performance for the year. We have since exited almost all of our positions in Russia.

Due to economic concerns and the difficulty of finding high-quality growth companies in China, we’ve been structurally underweight — and positioned defensively — in Chinese companies. Nevertheless, the Fund’s Chinese holdings weighed on performance for the year. Large decliners included Biostime International Holdings Ltd., a pediatric-nutrition and baby-care-products provider; Melco International Development Ltd., a hotel-casino operator in Macau; and Sa Sa International Holdings Ltd., a cosmetics retailer in Hong Kong with a strong regional presence. A sizable driver of Sa Sa’s sales

is Chinese tourism to Hong Kong. Such activity decelerated due to a new tourism law in China, resulting in slower top-line growth and margin pressure for Sa Sa.

It is worth discussing our strategy with regard to investing in China. Over the next 10 years, investing in China will be much like investing in Japan 20 years ago when it came to dominate investment in the Asia-Pacific region. At present, there are in effect three Chinese equity markets: H-shares listed on the Hong Kong Stock Exchange, the domestic Chinese equity market (centered in Shanghai), and offshore listings (centered in the U.S.). These three equity markets have large-scale market capitalizations.

Chinese equities are an important segment of the global equities market today, but will become even more significant as the sizable domestic market becomes truly accessible to foreign investors. We expect China to become a bigger part of the MSCI Emerging Markets Index. We could even see China becoming its own asset class the way Japan did. We also expect more convergence in the classification of Chinese equities — indices will group U.S.-listed stocks with Hong Kong-listed stocks and domestically listed Chinese stocks.

The challenges investors have faced in China include issues with corporate governance, the role of state-owned enterprises, the policy framework, and over-investment and hyper-competition in many industries. The assumption of many investors in China has been that high gross domestic product (GDP) growth would lead to high earnings per share growth and thus value creation. Investors often don’t realize that they are in for a turbulent ride.

What are some of the investment themes we currently like? E-commerce will continue to be an important theme for China, as non-legacy companies have a real opportunity to re-make the economic landscape by providing more open access to goods in third and fourth tier cities. Other themes are automation, renewable energy, health care and financial leasing. Some areas like mortgage finance — attractive to us in other emerging market countries — are the province of some of China’s large state-controlled banks and thus off limits.

The outlook for China is for slower growth. However, we believe the quality of that growth will be higher because it will be less investment-driven. New economy sectors (like health care, renewable energy and information technology) have recently delivered stronger growth, and Hong Kong H-shares have been slowing down, leaving valuations more attractive. As a result, there are opportunities to invest in new-economy stocks that have the potential to do well in a less supportive macro environment.

OUTLOOK

We see near-term challenges for investors in emerging markets as the U.S. dollar strengthens and the Federal Reserve ends its bond-buying program. For Eastern Europe, Russia will remain a difficult place in which to invest. Where are the opportunities? We are seeing a pickup in manufacturing across Asia, a marked change in India and solid growth in countries like Thailand and the Philippines.

Thank you for your ongoing support.

Current

and future holdings are subject to risk.


WASATCH EMERGING MARKETS SMALL CAP FUND (WAEMX) — Portfolio Summary		*SEPTEMBER 30, 2014 (UNAUDITED)*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		SINCE INCEPTION 10/1/07
Emerging Markets Small Cap		4.90%		12.49%		5.13%
MSCI Emerging Markets Small Cap Index		8.84%		6.66%		1.15%
MSCI Emerging Markets Index		4.30%		4.42%		-0.18%

As of the January 31, 2014 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Emerging Markets Small Cap Fund are 2.06%. The Net Expenses are 1.95%. The expense ratio shown elsewhere in this report may be different. Net Expenses are based on Fund expenses, net of waivers and reimbursements. See the prospectus for additional information regarding Fund expenses.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
Hotel Shilla Co. Ltd. (Korea)		2.3%
Pidilite Industries Ltd. (India)		1.9%
Berger Paints India Ltd. (India)		1.8%
Merida Industry Co. Ltd. (Taiwan)		1.8%
Minor International Public Co. Ltd. (Thailand)		1.7%
Bangkok Life Assurance Public Co. Ltd. NVDR (Thailand)		1.7%


Company	% of Net Assets
International Container Terminal Services, Inc. (Philippines)		1.6%
Security Bank Corp. (Philippines)		1.6%
Shriram City Union Finance Ltd. (India)		1.5%
Interpark Corp. (Korea)		1.5%

As of September 30, 2014, there were 114 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

LOGO

**	Excludes securities sold short and options written, if any.

†	Also includes Other Assets & Liabilities.

GROWTHOFA HYPOTHETICAL $10,000 INVESTMENT

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WASATCH FRONTIER EMERGING SMALL COUNTRIES FUND (WAFMX) — Management Discussion		*SEPTEMBER 30, 2014 (UNAUDITED)*

The Wasatch Frontier Emerging Small Countries Fund is managed by a team of Wasatch portfolio managers led by Laura Geritz.

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Laura Geritz, CFA

Lead Portfolio Manager

OVERVIEW

The Wasatch Frontier Emerging Small Countries Fund returned 11.97% for the year ended September 30, 2014, while its benchmark the MSCI Frontier Emerging Markets Index returned 21.51%.

I’ve mentioned in the past that I’m worried about our benchmark. This is still true. It has too few countries to be called diversified. In an environment of global capital mismanagement by central banks, I believe we’re pursuing

a responsible course for investing the Fund’s assets by focusing on broad country diversification and taking the time to thoroughly assess the quality of each company in which we invest. I believe this approach is of paramount importance in our efforts to protect shareholders from unknown risks.

I’m often asked about the future growth prospects of China and the broad implications for the rest of the world in which we invest. The truth is I just don’t know about China. What I can say is that there is now expensive labor at the low end of the manufacturing sector, but cheap labor had been the most important contributor to China’s miraculous rise. Today, China is no longer a story of farm to factory, but Bangladesh, Vietnam, and many countries in Africa are just starting on this transformative path. This is the world where the Wasatch Frontier Emerging Small Countries Fund hunts for investment ideas.

DETAILSOFTHE YEAR

The Fund was substantially underweight in the Middle East during the fiscal year. The region has seen a cyclical rebound over the last year, and an even stronger rebound in its cyclical stocks — banks and property developers. We were not invested in these areas, and that detracted from performance relative to the benchmark. In a macro landscape that gets a boost from high energy prices, I think markets in the Middle East might finally lose some steam with oil prices declining.

The Fund was also hit hard by its overweight position in Africa. The headlines have not helped (although almost none of the Ebola outbreaks are happening in the countries in which we invest). I remain resolutely confident in the region. Foreign direct investment supports my view. There has been a big advance in foreign direct investment into Africa, and even better, it is moving beyond the commodities realm. China is providing a lot of cheap capital. Labor is abundant, young, and inexpensive across the continent. I see the same long-term opportunities in Africa as in Bangladesh and Sri Lanka, although I think Bangladesh and Sri Lanka are sitting prettier on the geopolitical front. As if to lend credence to this view, Bangladesh was the Fund’s top-contributing country for the 12-month period aided by strong performance from Square Pharmaceuticals Ltd., GrameenPhone Ltd. and British

American Tobacco Bangladesh Co. Ltd. Sri Lanka also made a strong contribution led by Commercial Bank of Ceylon Ltd.

In Africa, I think we will see a turn in our hard-hit consumer-staples names. Input prices have been falling, comparisons have been getting better, and I see improving fundamentals ahead, all of which support the case for future margin expansion. Nevertheless, several of the Fund’s largest detractors — East African Breweries Ltd., Guinness Nigeria plc, Unilever Ghana Ltd., Unilever Nigeria plc, and Shoprite Holdings Ltd. — were African consumer-staples companies.

The markets have been on a wild ride recently, which tends to be good for us. I believe the evolution of the global economy, one with soggy demand in countries with expensive labor — the world’s indebted markets and I would now put China in that pack when I look at debt levels and labor costs — is starting to work to our relative advantage again. With oil prices falling, hence making the top-down investment case in the oil-driven Middle East less compelling, our set of frontier and emerging small countries appear poised to benefit, as they start to gain market share with low-cost labor.

OUTLOOK

When China came on the scene, the U.S., Europe and Japan had mature, expensive labor forces. China, through its amazing success, is now struggling with similar problems. China is going to lose low-end jobs to frontier countries, and we as frontier investors are well-situated to capture this growth — the shift in market share. As you know, I’m not that excited about the cyclical markets on offer in the frontier index — primarily in the Middle East. However, I like the true frontier and emerging small countries with great secular opportunities from young, ambitious labor forces — like Bangladesh, Vietnam, Pakistan, Cambodia, Laos, Myanmar, Indonesia, the Philippines, Peru, Ecuador, and many countries in sub-Saharan Africa. The Fund has overweight positions in many of these nations. Valuations look reasonable for the non-cyclical, high-quality growth companies in which we seek to invest. When asked about investing in frontier markets, I say that one of the most important reasons to do so is their lack of correlation with the rest of the world. Since the Fund has fewer investments in the markets of the Middle East, I’d argue that the Fund should be less correlated than the Index to the developed world. However, I think the most important takeaway is that as China suffers from rising labor costs and as the developed world continues to struggle with growth and possibly deflation, there are still some regions of the world — frontier and emerging small countries — that offer good, secular growth prospects.

Thanks for your investment!

Current

and future holdings are subject to risk.


WASATCH FRONTIER EMERGING SMALL COUNTRIES FUND (WAFMX) — Portfolio Summary		*SEPTEMBER 30, 2014 (UNAUDITED)*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS	SINCE INCEPTION 1/31/12
Frontier Emerging Small Countries		11.97%	N/A		21.07%
MSCI Frontier Emerging Markets Index		21.51%	N/A		14.66%
MSCI Frontier Markets Index		30.05%	N/A		21.21%

As of the January 31, 2014 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Frontier Emerging Small Countries Fund are 2.43%. The Net Expenses are 2.25%. The expense ratio shown elsewhere in this report may be different. Net Expenses are based on Fund expenses, net of waivers and reimbursements. See the prospectus for additional information regarding Fund expenses.

Investing in small cap funds will be more volatile and loss of principal could be greater than investing in large cap or more diversified funds. Investing in foreign securities, especially in frontier and emerging markets, entails special risks, such as currency fluctuations and political uncertainties, which are described in more detail in the prospectus. Being non-diversified, the Fund can invest a larger portion of its assets in the stocks of a limited number of companies than a diversified fund. Non-diversification increases the risk of loss to the Fund if the values of these securities decline.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
Universal Robina Corp. (Philippines)		3.1%
GrameenPhone Ltd. (Bangladesh)		3.1%
MTN Group Ltd. (South Africa)		3.0%
Nigerian Breweries plc (Nigeria)		3.0%
East African Breweries Ltd. (Kenya)		2.9%


Company	% of Net Assets
Nestlé Nigeria plc (Nigeria)		2.9%
Square Pharmaceuticals Ltd. (Bangladesh)		2.2%
Vietnam Dairy Products JSC (Vietnam)		2.2%
Safaricom Ltd. (Kenya)		2.1%
Kuwait Foods Americana (Kuwait)		2.0%

As of September 30, 2014, there were 130 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

LOGO

**	Excludes securities sold short and options written, if any.

†	Also includes Other Assets & Liabilities.

GROWTHOFA HYPOTHETICAL $10,000 INVESTMENT

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WASATCH GLOBAL OPPORTUNITIES FUND (WAGOX) — Management Discussion		*SEPTEMBER 30, 2014 (UNAUDITED)*

The Wasatch Global Opportunities Fund is managed by a team of Wasatch portfolio managers led by JB Taylor and Ajay Krishnan.

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JB Taylor

Lead Portfolio Manager

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Ajay Krishnan, CFA

Lead Portfolio Manager

OVERVIEW

The Wasatch Global Opportunities Fund gained 3.94% in the 12 months ended September 30, 2014, and the MSCI AC World Small Cap Index rose 6.82%.

Following extraordinary returns

in the prior 12 months, the global small-cap market continued to climb higher. Overall, emerging markets outpaced the broad market, boosted by gains in India, where voters elected a new prime minister with an ambitious reform agenda. U.S. small caps also outperformed, lifted by an improving U.S. economy and continuation of the Federal Reserve’s (Fed) near-zero interest-rate policy. While stocks in most countries posted gains, a handful of markets registered sharp declines. These included Russia, which was impacted by the Ukrainian conflict, and Brazil, whose economy fell into recession.

In this environment, the Fund’s investments in numerous countries and sectors generated positive returns. Performance trailed the benchmark, however, largely because of stock selection in the United States and developed international markets. These negative effects were partly offset by stock selection and an overweight in emerging markets that resulted from our bottom-up research.

DETAILSOFTHE YEAR

The Fund’s international holdings, which accounted for about 60% of the portfolio, rose more than 8%. This result outpaced the 4.56% return of the MSCI AC World Ex-U.S.A. Small Cap Index, driven by a nearly 20% gain in our emerging market stocks. The list of top contributors was dominated by Indian names, including Lupin Ltd., a generic pharmaceutical maker, and MakeMyTrip Ltd., India’s largest online travel agency. Lupin’s product pipeline is exploding, and the company has not received any adverse comments from the U.S. Food and Drug Administration, which stepped up vigilance on Indian drug companies due to rising U.S. imports. MakeMyTrip benefited from positive trends in the company’s airline ticketing business. We see even greater potential in its hotel reservations business, where we think margins could rise to 15% over time.

Calbee, Inc. and Wirecard AG were other top contributors in the international portion of the Fund. Calbee is a Japanese snack food company that is posting strong domestic sales and expanding its footprint into the rest of Southeast Asia. Germany-based Wirecard is a processor of online payment transactions that is capitalizing on the rapid growth of e-commerce in Europe. On the negative side, Melco International Development Ltd., a Macau-based gaming company,

was one of our weaker international stocks. Melco was caught up in an industry-wide selloff precipitated by the Chinese government’s efforts to crack down on “junket operators” —people who recruit wealthy patrons for Macau casinos.

Our U.S. holdings, which accounted for about 37% of the portfolio, rose more than 3% but trailed the 8.89% increase in the MSCI U.S. Small Cap Index. Two of the biggest U.S. detractors were Nu Skin Enterprises, Inc. and Cornerstone OnDemand, Inc. Shares of Nu Skin, a marketing company that sells personal care products, declined in response to faltering revenues in China. Last winter, the Chinese government conducted an investigation into the company’s sales practices, prompting Nu Skin to put all promotional activities on hold in China. The investigation has been concluded, and Nu Skin was exonerated. The company is now rebuilding its business in China, and we expect it to show good growth from here.

Cornerstone provides human resources and talent management solutions to employers, delivered over the Internet as software-as-a-service. Second-quarter revenues came in slightly below expectations, putting pressure on the stock. However, bookings (i.e., customer commitments) were strong, with the company recording the largest number of million-dollar deals in its history. We took advantage of the selloff to add to our position.

A key area of strength in the U.S. portion of the Fund was the industrials sector — our industrial stocks posted a double-digit gain. Within the sector, the top performers were trucking companies Knight Transportation, Inc. and Old Dominion Freight Line, Inc. While improvement in the U.S. economy has been slow, the economy’s steady progress has reduced capacity in the trucking industry over the last six months, giving Knight and Old Dominion more pricing power.

OUTLOOK

The U.S. economy appears to be on solid ground, and inflation is low enough that any interest-rate increases from the Fed over the next year should be gradual. One concern we have is that valuations of certain segments of the U.S. small-cap market appear stretched. Valuations are generally more favorable overseas; however, the growth outlook is mixed. A national sales tax increase that went into effect April 1st has taken a toll on the Japanese economy, and events in Russia could stall Europe’s recovery, at least in the near term. While most emerging economies are expanding faster than their developed peers, any slowdown in Europe could have a ripple effect on export-driven growth.

Regardless of how big-picture events unfold, we believe the Fund remains well positioned for the months ahead. The weighted-average price-to-earnings (P/E) multiple of the portfolio was 21.6 times 12-month forward earnings at period-end, and its estimated long-term earnings growth rate was 19%. The level of growth we are expecting from our companies bodes well for the Fund, since history has shown that stock prices ultimately follow earnings.

Thank you for the opportunity to manage your assets.

Current

and future holdings are subject to risk.


WASATCH GLOBAL OPPORTUNITIES FUND (WAGOX) — Portfolio Summary		*SEPTEMBER 30, 2014 (UNAUDITED)*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS	SINCE INCEPTION 11/17/08
Global Opportunities		3.94%	13.54%		21.84%
MSCI AC World Small Cap Index		6.82%	12.08%		18.88%

As of the January 31, 2014 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Global Opportunities Fund are 1.80%. The expense ratio shown elsewhere in this report may be different. See the prospectus for additional information regarding Fund expenses.

Investing in small and micro cap funds will be more volatile and loss of principal could be greater than investing in large cap or more diversified funds. Investing in foreign securities, especially in emerging markets, entails special risks, such as currency fluctuations and political uncertainties, which are described in more detail in the prospectus.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
MakeMyTrip Ltd. (India)		2.4%
Wirecard AG (Germany)		2.2%
Lupin Ltd. (India)		2.1%
Knight Transportation, Inc.		2.0%
MercadoLibre, Inc. (Brazil)		1.9%


Company	% of Net Assets
International Container Terminal Services, Inc. (Philippines)		1.9%
Sino Biopharmaceutical Ltd. (China)		1.9%
Shriram City Union Finance Ltd. (India)		1.8%
Marksans Pharma Ltd. (India)		1.8%
Calbee, Inc. (Japan)		1.7%

As of September 30, 2014, there were 81 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

LOGO

**	Excludes securities sold short and options written, if any.

†	Also includes Other Assets & Liabilities.

GROWTHOFA HYPOTHETICAL $10,000 INVESTMENT

LOGO

Past performance does not predict future performance. The graph above does not reflect the deduction of fees, sales charges, or taxes that you would pay on fund distributions or the redemption of fund shares. Wasatch does not charge any sales fees. ††Inception: November 17, 2008. The MSCI AC (All Country) World Small Cap Index is an unmanaged index and includes reinvestment of all dividends of issuers located in countries throughout the world representing developed and emerging markets. This index is a free float-adjusted market capitalization index designed to measure the performance of small capitalization securities. You cannot invest directly in this or any index.


WASATCH HERITAGE GROWTH FUND (WAHGX) — Management Discussion		*SEPTEMBER 30, 2014 (UNAUDITED)*

The Wasatch Heritage Growth Fund is managed by a team of Wasatch portfolio managers led by Chris Bowen.

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Chris Bowen

Lead Portfolio Manager

OVERVIEW

Despite mixed stock-market returns during the most recent quarter, equities delivered gains for the year ended September 30, 2014. The Wasatch Heritage Growth Fund advanced 7.21%, which trailed the performance of the Fund’s benchmark, the Russell Midcap Growth Index, which returned 14.43%.

In recent months, large-cap stocks in general had the strongest returns, small- and micro-cap stocks had the weakest

and mid-cap stocks fell somewhere in the middle. Investors appeared to move up the market-cap spectrum, turning to the perceived safety of large-cap stocks as a way of mitigating risk in response to the Federal Reserve’s scheduled end of quantitative easing and heightened geopolitical concerns.

This past year was a good reminder not to get too caught up in the results of any one short-term period. We take a marathon approach to investing. We believe that we can add value as an investment manager by choosing our holdings carefully and then exercising patience while waiting for the stock market to recognize the value and quality of the companies held in the Fund.

We consistently assess the Fund’s positions and overall structure. Compared with the stocks in the benchmark, the Fund’s holdings have better valuations, outstanding returns-on-capital and stronger balance sheets, while generating a compelling level of earnings growth. We believe that holding companies with these characteristics is important, especially during periods of heightened market volatility.

The Fund’s largest contributors for the 12-month period were Spirit Airlines, Inc., Amphenol Corp. and Tim Hortons, Inc. The largest detractors were Nu Skin Enterprises, Inc., RetailMeNot, Inc. and LKQ Corp.

DETAILSOFTHE YEAR

Spirit Airlines has many of the attributes we seek and has been an outstanding investment since we purchased the stock a little over a year ago. The ultra-discount, no-frills airline continues to grow by methodically entering new markets as a low-cost alternative to the big carriers. It would be easy for an airline like Spirit to try to grow faster by spending more, but the management team appears to be sticking to its plan. We are keeping a close eye on Spirit’s valuation with the stock up over 170% since our initial purchase.

Electronics manufacturer Amphenol is one of our largest holdings, and its stock was up almost 30% over the last 12 months as the company continued its strong execution. Amphenol should supplement future growth through a recently acquired company that manufactures electronics for the auto industry, an area forecasting strong worldwide growth over the next several years.

While the stock price of Tim Hortons, a Canada-based chain of quick-service restaurants, had been increasing after

management reported solid earnings results, the stock price appreciated even more when Burger King* announced that it would acquire the company. We believe the buyout price is fair and, barring any unforeseen complications, we expect the Fund to recognize an attractive return from this position that we initiated over five years ago.

Nu Skin undoubtedly took a step back this year. The company markets personal-care products through a worldwide network of independent dealers that build their own businesses. Our investment thesis revolved around Nu Skin’s growing business in China. However, Chinese regulators determined that a very small portion of the company’s sales were out of compliance with Chinese regulations and Nu Skin was assessed a modest fine. The stock dropped over 60% from our initial entry point. Nu Skin’s management proactively decided to halt growth in China while it addressed the regulator’s concerns, and now the company is starting to reignite its growth. We feel that Nu Skin’s valuation is attractive and that the Chinese market will continue to grow.

RetailMeNot partners with national retailers to deliver free coupons to over two million subscribers via the Internet and through its smartphone app. For example, if a consumer is looking to purchase an item or shop at a specific store, RetailMeNot may have a coupon that can save money for the consumer. Many online retailers experience a high level of shopping-cart abandonment and often a RetailMeNot coupon can be the nudge needed to complete the sale.

Search engines help drive customer access to RetailMeNot’s service and its business slowed when Google adjusted the algorithm it uses to determine when a company like RetailMeNot appears in search results. The company has successfully adjusted to algorithm changes in the past, but it has taken longer this time for it to regain its standing in search results. RetailMeNot is aggressively promoting traffic through its app — one of the most popular in Apple’s App Store — and email targeting in order to minimize its reliance on search engines.

Aftermarket auto parts distributor LKQ Corp. was down over 15%, the target of aggressive short sellers. However, we believe the fundamentals of the business remain intact and management continues to execute its long-term strategy of consolidating the North American and European markets.

OUTLOOK

We took some punches in the most recent quarter when the Fund’s return went negative and, as is engrained in our culture at Wasatch, we are digging into the results to see what lessons can be learned. We remain grounded in our core philosophy of seeking to invest in enduring, high-quality growth businesses at reasonable valuations, and we are convinced that our process for finding and assessing these businesses remains intact.

Thank you for the opportunity to manage your assets.

*	As of September 30, 2014, the Wasatch Heritage Growth Fund was not invested in Burger King Worldwide Inc.

Current and future holdings are subject to risk.


WASATCH HERITAGE GROWTH FUND (WAHGX) — Portfolio Summary		*SEPTEMBER 30, 2014 (UNAUDITED)*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		10 YEARS
Heritage Growth		7.21%		13.08%		7.34%
Russell Midcap^® Growth Index		14.43%		17.12%		10.24%
S&P 500 Index		19.73%		15.70%		8.11%

As of the January 31, 2014 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Heritage Growth Fund are 0.99%. The Net Expenses are 0.95%. The expense ratio shown elsewhere in this report may be different. Net Expenses are based on Fund expenses, net of waivers and reimbursements. See the prospectus for additional information regarding Fund expenses.

Investing in small and mid cap funds will be more volatile and loss of principal could be greater than investing in large cap funds. Investing in foreign securities, especially in emerging markets, entails special risks, such as currency fluctuations and political uncertainties, which are described in more detail in the prospectus.

TOP TEN EQUITY HOLDINGS*


Company	% of Net Assets
Microchip Technology, Inc.		4.5%
Amphenol Corp., Class A		4.5%
Copart, Inc.		4.3%
Cognizant Technology Solutions Corp., Class A		4.3%
IHS, Inc., Class A		4.2%


Company	% of Net Assets
MSC Industrial Direct Co., Inc., Class A		3.8%
Covance, Inc.		3.8%
LKQ Corp.		3.4%
SEI Investments Co.		3.4%
Spirit Airlines, Inc.		3.3%

As of September 30, 2014, there were 43 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

LOGO

**	Excludes securities sold short and options written, if any.

†	Also includes Other Assets & Liabilities.

GROWTHOFA HYPOTHETICAL $10,000 INVESTMENT

LOGO

Past performance does not predict future performance. The graph above does not reflect the deduction of fees, sales charges, or taxes that you would pay on fund distributions or the redemption of fund shares. Wasatch does not charge any sales fees. The Russell Midcap Growth Index measures the performance of those Russell Midcap Index companies with higher price-to-book ratios and higher forecasted growth values. The stocks in the Russell Midcap Growth Index are also members of the Russell 1000 Growth Index. The S&P 500 Index represents 500 of the United States’ largest stocks from a broad variety of industries. The index is unmanaged and is a common measure of common stock total return performance. You cannot invest directly in these or any indices.


WASATCH INTERNATIONAL GROWTH FUND (WAIGX) — Management Discussion		*SEPTEMBER 30, 2014 (UNAUDITED)*

The Wasatch International Growth Fund is managed by a team of Wasatch portfolio managers led by Roger Edgley and Linda Lasater.

LOGO

Roger Edgley, CFA

Lead Portfolio Manager

LOGO

Linda Lasater, CFA

Associate Portfolio

Manager

OVERVIEW

The Wasatch International Growth Fund declined -4.53% for the fiscal year ended September 30, 2014, while the MSCI All Country (AC) World Ex-U.S.A. Small Cap Index gained 4.56%.

We are continuously searching the world intent on investing in high-quality, long-duration growth companies that we believe will be able to grow from cycle to cycle. However, the macro environment can impact even the best companies in the short term.

In recent months, there has been more evidence of slowing growth in continental Europe. The recovery since the financial crisis has been fragile and uneven across the region. France and Italy, the second and third largest economies in the eurozone have failed to reignite growth. Germany, the one beacon of strength in the region, has seen increasingly negative economic data. Stubbornly low inflation rates and feeble growth suggest a real threat of deflation. Geopolitical risks, particularly relating to Russia, appear to be exacerbating the weak conditions.

There are structural issues in Europe that must be addressed before the region will see a durable and lasting recovery. These issues include high levels of public and private debt, high levels of unemployment and a single currency that hinders disparate countries from adjusting their monetary policies and interest rates to respond to national economic conditions.

DETAILSOFTHE YEAR

We were overweight in Europe for most of the fiscal year and have now shifted to an underweight position. In addition, the companies we own have been expanding their businesses outside of Europe, reflecting an even lower weight invested into the region. What concerns us at the present time is the likelihood of Europe entering into a “Japan-like” deflationary, slow-growth period that would be a very difficult environment for many stocks, especially those with some macro-driven growth.

Because we are bottom-up investors, we have been able to find companies in all regions that can grow in any cycle or take significant share in downturns and emerge in much stronger positions in a recovery. Wirecard AG is an example of a European company that we believe will grow cycle to cycle given its strong competitive positions and unique technology platforms.

Wirecard (Germany) is a longtime holding for Wasatch. Five years ago, the company began to expand beyond

Europe. Wirecard is the market-leading payment processor in Europe and has proven it can grow from cycle to cycle. Wirecard’s technology platform allows customers to handle all aspects of online-payment processing from merchant acceptance, issuing services, wallet solutions and risk-management services. While the weak environment in Europe may impact Wirecard’s business, we believe the company is well-positioned to benefit from increasing e-commerce penetration in Europe and further expansion in Asia. In addition to Wirecard, CTS Eventim AG (Germany) was one of the Fund’s top contributors for the 12-month period. Detractors from Europe included Sweden’s Elekta AB and Italy’s Salvatore Ferragamo S.p.A.

Today’s global environment makes it less obvious where investors can “hide out” during times of turmoil. However, we are finding great investments in countries like Japan where the business and investing environment is increasingly favorable. After two decades mired in deflation, the country firmly voted for change, which Prime Minister Shinzo Abe has promised with sweeping change in fiscal and monetary policy and other economic and social areas. Since he has taken office, we’ve seen unprecedented monetary easing and fiscal stimulus. We’ve also seen business sentiment, consumer confidence, and other economic data improve.

Even more importantly, something we unveiled through our bottom-up process, we are witnessing positive changes in the business environment at a micro level in Japan. New-generation management teams are looking outside of their borders for innovative ideas, best practices and business opportunities. Companies like Pigeon Corp., Calbee, Inc. and Ryohin Keikaku Co. Ltd. are investing internationally and seeing strong growth outside Japan’s borders. Our overweight in Japan is a function of the rich opportunity set we are finding there. The performance of our Japanese holdings was mixed during the year. GMO Payment Gateway, Inc. and Infomart Corp. were among the Fund’s top contributors, while Kakaku.com, Inc. and Start Today Co. Ltd. numbered among the detractors.

OUTLOOK

We believe the environment for international small-cap companies around the world will be challenging in the short- to mid-term. The silver lining on this cloud is that valuations are starting to become more compelling and we are sharpening the pencil on some companies that we found interesting but too expensive in the past. We continue to find interesting companies that have strong brands, innovative technology or disruptive business models across regions and countries.

Although many of the Fund’s investments underperformed over the last year, we’re excited about the long-term potential of the companies we own. While it is hard to predict when the environment will improve, we have a high degree of conviction in our ability to find high-quality, market-leading businesses that we believe will make for great investments over the long term. As these companies go from strength to strength and continue to grow their earnings power, we look forward to the potential for strong returns.

Current

and future holdings are subject to risk.


WASATCH INTERNATIONAL GROWTH FUND (WAIGX) — Portfolio Summary		*SEPTEMBER 30, 2014 (UNAUDITED)*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		10 YEARS
International Growth		-4.53%		14.65%		10.06%
MSCI AC World Ex-U.S.A. Small Cap Index		4.56%		8.33%		8.98%
MSCI World Ex-U.S.A. Small Cap Index		3.37%		8.76%		7.94%

As of the January 31, 2014 prospectus, the Total Annual Fund Operating Expenses for the Wasatch International Growth Fund are 1.49%. The expense ratio shown elsewhere in this report may be different. See the prospectus for additional information regarding Fund expenses.

Investing in foreign securities, especially in frontier and emerging markets, entails special risks, such as currency fluctuations and political uncertainties, which are described in more detail in the prospectus. Investing in small cap funds will be more volatile and loss of principal could be greater than investing in large cap or more diversified funds.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
Domino’s Pizza Enterprises Ltd. (Australia)		2.7%
Wirecard AG (Germany)		2.6%
Pigeon Corp. (Japan)		2.5%
Rotork plc (United Kingdom)		2.5%
Calbee, Inc. (Japan)		2.4%


Company	% of Net Assets
Merida Industry Co. Ltd. (Taiwan)		2.2%
Vitasoy International Holdings Ltd. (Hong Kong)		2.2%
Rightmove plc (United Kingdom)		2.0%
M3, Inc. (Japan)		2.0%
Nihon M&A Center, Inc. (Japan)		2.0%

As of September 30, 2014, there were 78 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

LOGO

**	Excludes securities sold short and options written, if any.

†	Also includes Other Assets & Liabilities.

GROWTHOFA HYPOTHETICAL $10,000 INVESTMENT

LOGO

Past performance does not predict future performance. The graph above does not reflect the deduction of fees, sales charges, or taxes that you would pay on fund distributions or the redemption of fund shares. Wasatch does not charge any sales fees. The MSCI AC (All Country) World Ex-U.S.A. Small Cap Index is an unmanaged index and includes reinvestment of all dividends of issuers located in countries throughout the world representing developed and emerging markets, excluding securities of U.S. issuers. This index is a free float-adjusted market capitalization index designed to measure the performance of small capitalization securities. The MSCI World Ex-U.S.A. Small Cap Index is a free float-adjusted market capitalization weighted index designed to measure the equity market performance of developed markets, excluding the United States. You cannot invest directly in these or any indices.


WASATCH INTERNATIONAL OPPORTUNITIES FUND (WAIOX) — Management Discussion		*SEPTEMBER 30, 2014 (UNAUDITED)*

The Wasatch International Opportunities Fund is managed by a team of Wasatch portfolio managers led by Roger Edgley, Laura Geritz and Jared Whatcott.

LOGO

Roger Edgley, CFA

Lead Portfolio Manager

LOGO

Laura Geritz, CFA

Portfolio Manager

LOGO

Jared Whatcott, CFA

Associate Portfolio Manager

OVERVIEW

For the 12 months ended September 30, 2014, the Wasatch International Opportunities Fund returned 11.53%, significantly outperforming the MSCI All Country (AC) World Ex-U.S.A. Small Cap Index, which was up 4.56%.

While there were obviously market concerns over geopolitics during the past year, including conflict in the Middle East and tensions with Russia over Ukraine, the big questions seemed to be around central-bank policy. While ultra-loose monetary policy has apparently muffled other global concerns, as questions have begun to surface concerning when interest rates will rise, we’ve seen volatility creep back in to the markets. Macro data in the eurozone has generally been disappointing, so like Japan the European Central Bank is becoming aggressive in its quantitative easing. At the same time, the U.S. Federal Reserve and the Bank of England seem poised to start raising interest rates. India’s stock market rallied driven by investors’ optimism regarding the newly elected prime minister’s agenda for governance and economic revival. India is the Fund’s largest overweight at nearly 8% compared to just over 1% for the Index, and this allocation greatly benefited performance relative to the Index.

In addition to India, the Fund has gravitated toward higher exposure to emerging markets given the appeal of companies that benefit from powerful trends in demographics, potential productivity gains, and growth headroom. Over the past few years, having heavier exposure to emerging markets made it more difficult to outperform the developed-market heavy benchmark. Fortunately, a rebound in emerging markets caused this to reverse, and our emerging-market stocks were strong contributors to the Fund’s outperformance of the Index for the year.

DETAILSOFTHE YEAR

Despite being underweight in industrials at 12% compared to the Index weight of 20%, our Indian industrial names were a big reason the Fund dominated the benchmark for the 12-month period. Battery manufacturer Amara Raja Batteries Ltd., tile producer Kajaria Ceramics Ltd., and automobile manufacturer Eicher Motors Ltd. were among the Fund’s top contributors.

Consumer discretionary was another sector where stock-picking helped the Fund to outperform. An example is Berjaya Food Berhad. The company owns the Kenny Rogers Roasters chain of restaurants in Malaysia and Indonesia, and is also the master franchisee of Starbucks in Malaysia and Brunei. After finding Berjaya Food and talking to management earlier this year, we recognized the strong position the company was in and were fortunately able to quickly move the position up to a relatively large weight.

Our information-technology stocks outperformed those in the Index helped by Infomart Corp., an e-commerce provider to the Japanese food industry, and My EG Services Berhad, a government e-services provider in Malaysia.

The Fund’s weight in the financials sector is still low compared to the Index. We have found the sector to be a notoriously difficult place in which to uncover high-quality micro-caps. Yet, we have managed to add a few names to the Fund over the past year, including some with African exposure. Insurer British-American Investments Co. Kenya Ltd. was the Fund’s top contributor for the year, and the main reason the financials sector outperformed its counterpart within the Index.

Similar to industrials, the performance of the Fund’s materials sector was led by Indian stocks. Berger Paints Ltd. and Supreme Industries Ltd., a plastic-goods manufacturer, were strong contributors, and our lack of exposure to metals and mining stocks also helped.

Health care and consumer staples were the only two sectors in which the Fund notably underperformed the Index.

OUTLOOK

While the Fund’s performance over the past 12 months benefited from the relative strength of emerging markets, where the Index is significantly underweight, the Fund still faces a persistent (if somewhat weaker in the last quarter) headwind on the market-cap front. The Fund’s micro-cap mandate has us focused on investing in companies with market capitalizations of under $1 billion (in U.S. dollars). For the 12-month period, this was the most challenging arena in which to invest as micro-caps had the weakest performance when compared to companies with larger market capitalizations.

Despite this headwind, we remain optimistic about the opportunities the Fund faces. We are committed to a process of Deeper, Disciplined Investing,^™ which we believe will continue to lead us to high-quality stocks that provide the potential for the Fund to outperform its benchmark over time.

We are continuing to scan the globe for investment opportunities. In the past three months, our team traveled to Argentina, Bangladesh, China, Costa Rica, Denmark, Ecuador, France, Germany, Ghana, Ivory Coast, Mexico, Norway, Panama, Senegal, South Korea, Sri Lanka, Sweden, Taiwan, and the United Kingdom. We are as excited as ever about the great micro- and small-cap stocks that we continue to discover.

Thank you for entrusting us with the opportunity to invest your assets.

Current

and future holdings are subject to risk.


WASATCH INTERNATIONAL OPPORTUNITIES FUND (WAIOX) — Portfolio Summary		*SEPTEMBER 30, 2014 (UNAUDITED)*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		SINCE INCEPTION 1/27/05
International Opportunities		11.53%		14.43%		10.22%
MSCI AC World Ex-U.S.A. Small Cap Index		4.56%		8.33%		7.48%
MSCI World Ex-U.S.A. Small Cap Index		3.37%		8.76%		6.33%

As of the January 31, 2014 prospectus, the Total Annual Fund Operating Expenses for the Wasatch International Opportunities Fund are 2.42%. The Net Expenses are 2.25%. The expense ratio shown elsewhere in this report may be different. Net Expenses are based on Fund expenses, net of waivers and reimbursements. See the prospectus for additional information regarding Fund expenses.

Investing in foreign securities, especially in frontier and emerging markets, entails special risks, such as currency fluctuations and political uncertainties, which are described in more detail in the prospectus. Investing in micro cap funds will be more volatile and loss of principal could be greater than investing in large cap or more diversified funds.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
BreadTalk Group Ltd. (Singapore)		2.0%
British-American Investments Co. Kenya Ltd. (Kenya)		1.9%
Amara Raja Batteries Ltd. (India)		1.8%
Spur Corp. Ltd. (South Africa)		1.8%
Pepsi-Cola Products Philippines, Inc. (Philippines)		1.8%


Company	% of Net Assets
Famous Brands Ltd. (South Africa)		1.8%
Berjaya Food Berhad (Malaysia)		1.8%
Olvi Oyj, Class A (Finland)		1.8%
Wawel S.A. (Poland)		1.8%
RFM Corp. (Philippines)		1.6%

As of September 30, 2014, there were 124 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

LOGO

**	Excludes securities sold short and options written, if any.

†	Also includes Other Assets & Liabilities.

GROWTHOFA HYPOTHETICAL $10,000 INVESTMENT

LOGO

Past performance does not predict future performance. The graph above does not reflect the deduction of fees, sales charges, or taxes that you would pay on fund distributions or the redemption of fund shares. Wasatch does not charge any sales fees. ††Inception: January 27, 2005. The MSCI AC (All Country) World Ex-U.S.A. Small Cap Index is an unmanaged index and includes reinvestment of all dividends of issuers located in countries throughout the world representing developed and emerging markets, excluding securities of U.S. issuers. This index is a free float-adjusted market capitalization index designed to measure the performance of small capitalization securities. The MSCI World Ex-U.S.A. Small Cap Index is a free float-adjusted market capitalization weighted index designed to measure the equity market performance of developed markets, excluding the United States. You cannot invest directly in these or any indices.


WASATCH LARGE CAP VALUE FUND (FMIEX / WILCX) — Management Discussion		*SEPTEMBER 30, 2014 (UNAUDITED)*

The Wasatch Large Cap Value Fund is managed by a team of Wasatch portfolio managers led by David Powers.

LOGO

David Powers, CFA

Lead Portfolio Manager

OVERVIEW

The Wasatch Large Cap Value Fund — Investor Class gained 11.78% for the 12 months ended September 30, 2014, while lagging the 18.89% return for the Russell 1000 Value Index.

U.S. large-cap equities were among the best-performing asset classes for the 12-month period. Returns were boosted by favorable corporate-earnings trends and the relative strength of the U.S. economy

compared to developed-market counterparts. While the U.S. Federal Reserve (Fed) has curtailed its bond purchases under the stimulus measure known as quantitative easing, the Fed has made it clear that employment remains a concern and there is no urgency to remove its policy of near-zero short-term interest rates. Given this Fed messaging with respect to rates and ongoing, if moderate, growth in the economy, investors continued to move cash out of lower-risk investments and into equities. Overseas, the economic recovery has been more uneven than in the United States. As concerns over possible deflation emerged, the central banks of both Europe and Japan stepped up with accommodative policies.

Stock selection within energy, industrials and financials detracted from the Fund’s performance relative to the Index. The leading contributor to performance versus the Index was an overweight to and selection within the information-technology sector.

DETAILSOFTHE YEAR

Leading individual contributors for the 12 months included LyondellBasell Industries N.V., a petrochemical refiner and manufacturer of specialized plastics used in a wide range of products. While most of its competitors rely on oil-based manufacturing processes, LyondellBasell has benefited from lower production input costs due to the decline in natural-gas prices.

Consumer-electronics icon Apple, Inc. was another standout performer, benefiting from continued revenue growth, resilient margins and a highly anticipated product launch. The introduction in September of larger iPhone models with a new operating system, along with a smartwatch and a mobile-payment service largely met expectations, despite glitches in the operating system that are expected to be temporary. We trimmed our Apple exposure a bit on the run-up to the product introductions, but are maintaining a significant position.

Software giant Microsoft Corp. was supported by a string of positive developments. With a new CEO at the reins, the company took strides toward building upon its leading enterprise- and cloud-based businesses to further its penetration on the mobile-device front. In this vein, it was announced in March that Microsoft’s Office Suite would be available for Apple’s iPad, the leading tablet.

McKesson Corp., a distributor of pharmaceuticals, medical supplies and health and beauty-care products, saw improved earnings due to increased favorable trends in private-label and generic drug utilization. Additionally, good cost controls have led to improved margins. However, we sold our position as we felt like most of the favorable drivers of the stock were priced in and we saw better value elsewhere.

On the downside, Target Corp. was hurt over the period due to a slowdown in consumer spending, struggles with the company’s Canadian store footprint and an unexpected credit-card security breach. Although several of the issues are being resolved, we decided to sell the position as, in our opinion, the recovery will take longer than we originally expected and we believe the stock price does not appropriately discount this outlook.

Anadarko Petroleum Corp. has a significant energy asset base. The stock has had a bumpy ride in the aftermath of the 2010 oil spill in the Gulf of Mexico. More recently, the stock declined on the basis of an adverse judgment regarding cleanup costs for an environmental claim the company inherited as part of an acquisition.

Eaton Corp. plc is a global manufacturer of engineered products for the industrial, vehicle, construction, commercial and aerospace markets. Along with many other industrial companies, Eaton has experienced earnings disappointments and has seen its stock impacted by concerns over global growth. The company has an excellent balance sheet and strong cash flow, and we continue to hold the stock.

Regional bank First Niagara Financial Group, Inc. was penalized by the market over the period for its ambitious acquisition strategy. In addition, the company replaced its CEO with an internal candidate when investors were expecting an outsider to be brought on board. First Niagara has initiated a significant capital-expenditure program around information technology. While we think this is a sound strategic move, it was cause for further investor unease. We believe the stock should outperform over the next two to three years, and have maintained the position.

OUTLOOK

While the current low inflation and excess capacity do not suggest a particularly robust environment for stocks, there is a lot of capital on the sidelines and little in the way of attractive alternatives for investors. As a result, we continue to expect the market to grind higher, but that gains will be harder to win as valuations are quite elevated. Given how late we are in the market cycle, it would be natural to expect bumps in the road going forward.

Against this backdrop, we would expect equity investors to pay a premium for certainty and visibility as evidenced in cash flow of underlying companies. If the global growth outlook stabilizes from the current fears over deflation, deep value could be unlocked within the energy and materials sectors. To the extent market leadership continues to be driven by price-to-earnings multiple expansion, our style would face a headwind.

As always, we will continue to apply our rigorous process to stock selection. Thank you for your continued confidence and investment in the Fund.

Current

and future holdings are subject to risk.


WASATCH LARGE CAP VALUE FUND (FMIEX / WILCX) — Portfolio Summary		*SEPTEMBER 30, 2014 (UNAUDITED)*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		10 YEARS
Large Cap Value (FMIEX) — Investor		11.78%		10.50%		8.11%
Large Cap Value (WILCX) — Institutional		11.95%		10.58%		8.15%
Russell 1000^® Value Index		18.89%		15.26%		7.84%

As of the January 31, 2014 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Large Cap Value Fund are Investor Class — Gross: 1.16%, Net: 1.10% / Institutional Class — Gross: 1.35%, Net: 0.98%. The expense ratio shown elsewhere in this report may be different. Net Expenses are based on Fund expenses, net of waivers and reimbursements. See the prospectus for additional information regarding Fund expenses.

Investments in value stocks can perform differently from the market as a whole and from other types of stocks and can continue to be undervalued by the market for long periods of time. Loss of principal is a risk of investing.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
JPMorgan Chase & Co.		4.2%
Citigroup, Inc.		4.1%
General Electric Co.		4.1%
Johnson & Johnson		4.0%
Suncor Energy, Inc. (Canada)		3.9%


Company	% of Net Assets
Pfizer, Inc.		3.8%
American International Group, Inc.		3.6%
Wells Fargo & Co.		3.5%
Microsoft Corp.		3.3%
Cisco Systems, Inc.		3.3%

As of September 30, 2014, there were 34 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

LOGO

**	Excludes securities sold short and options written, if any.

†	Also includes Other Assets & Liabilities.

GROWTHOFA HYPOTHETICAL $10,000 INVESTMENT

LOGO

Past performance does not predict future performance. The graph above does not reflect the deduction of fees, sales charges, or taxes that you would pay on fund distributions or the redemption of fund shares. Wasatch does not charge any sales fees. The Russell 1000 Value Index measures the performance of Russell 1000 Index companies with lower price-to-book ratios and lower forecasted growth values. You cannot invest directly in these or any indices.


WASATCH LONG/SHORT FUND (FMLSX / WILSX) — Management Discussion		*SEPTEMBER 30, 2014 (UNAUDITED)*

The Wasatch Long/Short Fund is managed by a team of Wasatch portfolio managers led by Michael Shinnick and Ralph Shive.

LOGO

Michael Shinnick

Lead Portfolio Manager

LOGO

Ralph Shive, CFA

Portfolio Manager

OVERVIEW

U.S. equity returns for the
12 months were boosted by favorable corporate-earnings trends and the relative strength of the U.S. economy compared to most of its developed-market peers.

The U.S. Federal Reserve (Fed), while tapering its bond purchases under the stimulus measure known as quantitative easing, has made it clear that employment remains front and center as a concern and that there is no rush to raise near-zero short-term interest rates. In view of this Fed messaging with respect to rates as well as continued moderate growth in the economy, investors continued to move cash out of lower-risk investments and into equities. The economic recovery has been more uneven overseas than in the United States. As concerns over possible deflation emerged, the central banks of both Europe and Japan stepped up with accommodative policies.

For the 12-month period ended September 30, 2014, the Wasatch Long/Short Fund — Investor Class returned 5.21% and lagged the 19.73% return of its primary benchmark, the S&P 500 Index. Weakness in relative performance was primarily on the long side of the portfolio, while selection was broadly strong among our short positions. In addition, as an “all-cap” strategy, performance was constrained by significant exposure to small- and mid-cap stocks, which lagged the large-cap stocks in the S&P 500.

DETAILSOFTHE YEAR

The Fund underperformed its benchmark over the past year predominantly as a result of positioning on the long side of the portfolio in the energy and materials sectors. Energy stocks underperformed largely on weakness in the price of oil, which declined approximately 12% during the last 12 months. Both our selection within energy and our overweight exposure to the sector detracted from performance relative to the Index. Leading individual detractors included longstanding positions in U.S-based, oil-focused exploration and production firms Denbury Resources, Inc. and Bill Barrett Corp. We believe both firms are uniquely positioned to benefit from the ongoing transformation in U.S. energy exploration, which we expect to play out over a decade or longer, with expertise in enhanced land-based oil-recovery techniques and substantial proven reserves. We added to our positions in Denbury and Bill Barrett on stock-price weakness in order to maintain their weightings at our desired level. Holdings of offshore drillers including Ensco plc and Diamond Offshore Drilling, Inc. also detracted for

the 12-month period, as day rates and utilization declined for both companies along with the price of oil. Again, we believe these firms are positioned to benefit as the demand for energy continues to rise in coming years, and we also believe they have the balance sheets to weather the current weak pricing environment. With respect to our lagging materials exposure, we exited positions in gold miner Yamana Gold, Inc. and paper and pulp manufacturer Domtar Corp.

On the positive side, a number of short positions within the consumer-discretionary sector added to performance, including restaurant chain Buffalo Wild Wings, Inc., fashion brand Kate Spade & Co. and grocer Sprouts Farmers Markets, Inc. Long positions that contributed included business-software services firm TIBCO Software, Inc. and gambling-machine maker International Game Technology. Within information technology, consumer-electronics icon Apple, Inc. and software giant Microsoft Corp. were leading contributors. Shares of data-center services giant Iron Mountain, Inc. were boosted by the company’s conversion to a real-estate investment trust (REIT), which will allow for a substantial increase in dividend payouts.

New positions included Bank of America Corp., which we believe will benefit from reduced litigation expenses and an improved outlook for shareholder-friendly steps including dividend increases and share buybacks following its recent settlement with the government. We also initiated a short position in low-cost retailer Five Below, Inc., as we do not see its business as sufficiently differentiated to justify its current valuation. Another new short is Healthcare Services Group, Inc. which, despite a strong operational track record, will be challenged to show margin improvement in the face of rising labor costs and reimbursement headwinds.

OUTLOOK

Overall, we continue to position the Fund for an economic recovery, believing that sectors such as information technology and energy will likely benefit at this stage of the cycle. We see this outlook being confirmed in employment and business profitability metrics, although we are aware of reasonable concerns about global growth as Europe combats a perceived risk of deflation and growth in China becomes less exuberant.

Rising energy demand remains a major theme within the Fund. The price of oil has approximately tripled in the last decade. Global demand for oil has increased every year since 2009 and is projected to increase again in 2015. Our holdings within the energy sector display strong balance sheets, substantial productive assets and proven cash-flow generation. Along with our holdings in materials, we view energy stocks as well-positioned to provide a degree of support if the Fed is unable to unwind its balance sheet without generating inflation.

We thank you for your continued investment and for your confidence as we seek to provide meaningful exposure to the market’s upside and mitigate the impact of market declines.

Current

and future holdings are subject to risk.


WASATCH LONG/SHORT FUND (FMLSX / WILSX) — Portfolio Summary		*SEPTEMBER 30, 2014 (UNAUDITED)*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS			10 YEARS
Long/Short (FMLSX) — Investor		5.21%		8.45%			6.79%
Long/Short (WILSX) — Institutional		5.33%		8.49%	��		6.81%
S&P 500 Index		19.73%		15.70%			8.11%
Citigroup U.S. Domestic 3-Month Treasury Bills Index		0.04%		0.08%			1.51%

As of the January 31, 2014 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Long/Short Fund are — Investor Class: 1.51% / Institutional Class: 1.40%, Net: 1.39%. The expense ratio shown elsewhere in this report may be different. Net Expenses are based on Fund expenses, net of waivers and reimbursements. Expenses include dividend expense on short sales and interest expense. See the prospectus for additional information regarding Fund expenses.

The Institutional Class is new and does not have any performance history prior to 12/13/2012. Performance for the Institutional Class prior to 12/13/2012 is based on the performance of the Investor Class. Performance of the Fund’s Institutional Class prior to 12/13/2012 uses the actual expenses of the Fund’s Investor Class without any adjustments. For any such period of time, the performance of the Fund’s Institutional Class would have been substantially similar to, yet higher than, the performance of the Fund’s Investor Class, because the shares of both classes are invested in the same portfolio of securities, but the classes bear different expenses.

The Fund makes short sales of securities, which involve the risk that losses may exceed the original amount invested. Equity investing involves risks, including potential loss of the principal amount invested.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
Denbury Resources, Inc.		5.3%
TIBCO Software, Inc.		3.8%
Iron Mountain, Inc.		3.8%
Apple, Inc.		3.5%
Loews Corp.		3.5%


Company	% of Net Assets
Wal-Mart Stores, Inc.		3.4%
Bill Barrett Corp.		3.1%
Microsoft Corp.		2.8%
General Motors Co.		2.6%
Citigroup, Inc.		2.2%

As of September 30, 2014, there were 53 long and 14 short holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

LOGO

**	Excludes securities sold short and options written, if any.

†	Also includes Other Assets & Liabilities.

GROWTHOFA HYPOTHETICAL $10,000 INVESTMENT

LOGO

Past performance does not predict future performance. The graph above does not reflect the deduction of fees, sales charges, or taxes that you would pay on fund distributions or the redemption of fund shares. Wasatch does not charge any sales fees. The S&P 500 Index includes 500 of the United States’ largest stocks from a broad variety of industries. The Index is unmanaged and is a commonly used measure of common stock total return performance. The Citigroup U.S. Domestic 3-Month Treasury Bills Index tracks the performance of U.S. Treasury bills with a remaining maturity of three months. U.S. Treasury bills, which are short-term loans to the U.S. government, are full-faith-and-credit obligations of the U.S. Treasury and are generally regarded as being free of any risk of default. You cannot invest directly in these or any indices.


WASATCH MICRO CAP FUND (WMICX) — Management Discussion		*SEPTEMBER 30, 2014 (UNAUDITED)*

The Wasatch Micro Cap Fund is managed by a team of Wasatch portfolio managers led by Dan Chace.

LOGO

Dan Chace, CFA

Lead Portfolio Manager

OVERVIEW

For the 12 months ended September 30, 2014, the Wasatch Micro Cap Fund returned -0.81%. The Fund’s benchmark, the Russell Microcap Index, rose 2.78%

Micro-cap equities began the fiscal year on a positive note, as investors initially shrugged off news that the Federal Reserve (Fed) would begin scaling back its purchases of U.S. Treasury bonds and mortgage-backed securities. As the year progressed,

however, volatility increased and risk-taking diminished. Investors seeking the perceived stability of larger companies pushed the major large-cap averages to new all-time highs, while micro-cap stocks declined. Even within micro-caps, the stocks of larger companies tended to fare better than smaller ones. In accordance with our mandate, we have continued to hold some of our companies whose market capitalizations have grown beyond the traditional micro-cap range. That move proved beneficial and accounted for some of the Fund’s stronger performers during the year.

The consumer-discretionary sector was the Fund’s largest source of positive returns. In that sector, as well as in financials, strength in our Indian stocks significantly helped these sectors within the Fund to post returns ahead of these same sectors in the Index. India’s stock market rallied throughout the fiscal year on optimism leading up to and following the country’s national elections.

Information technology (IT) and health care are the two sectors in which we have been finding the largest number of growing, innovative companies meeting our investment criteria. During the preceding fiscal year, IT was the Fund’s largest source of outperformance. For the fiscal year ended September 30, 2014, however, our IT stocks declined more than the IT stocks in the Index and were the primary reason the Fund underperformed its benchmark. In the strong-performing health-care sector, on the other hand, our overweight position provided a tailwind for the Fund. Led by our pharmaceutical and medical-device companies, our health-care stocks outgained the health-care sector of the Index and helped the Fund’s performance.

After the previous year’s strong run in IT and health-care stocks, one of our themes in 2014 has been to seek additional opportunities for investing outside those two traditional areas of growth. This bottom-up repositioning is aimed at mitigating risk to the Fund in the eventuality that IT and health care cease to lead the market. With the economy still not firing on all cylinders, however, progress on that front has been slower than expected.

DETAILSOFTHE YEAR

Our strongest contributor to Fund performance for the year was generic-pharmaceuticals manufacturer Akorn, Inc. The company sells diagnostic and therapeutic pharmaceuticals for

the eyes, as well as niche hospital drugs and injectable pharmaceuticals in the U.S. and other countries. Akorn is benefiting from recent acquisitions that have been highly accretive to earnings. A strong environment for U.S. generic drugs also boosted the stock. We trimmed the Fund’s position in Akorn as its shares increased in value during the year.

Envestnet, Inc. was our second-largest contributor. The company provides wealth-management software and services to independent financial advisors and financial institutions in the U.S. and internationally. New technologies and acquisitions have enabled Envestnet to rapidly increase its revenues and gain market share.

Our greatest detractor from Fund performance for the year was ServiceSource International, Inc. ServiceSource provides end-to-end management and optimization of the renewal process for business-to-business service contracts. Execution issues associated with the company’s new software platform have been impacting its operating cash flow, profitability and stock price. We sold the stock when it became apparent to us that management would not be able to turn the business around as soon as we had expected.

E2open, Inc. was another significant detractor. E2open’s cloud-based solutions for supply-chain management enable companies to work with suppliers for just-in-time manufacturing of products. The stock fell sharply when management reported that E2open had lost three of its customers when they were acquired by other firms, and that the resulting revenue shortfall would delay E2open’s transition to profitability. We continue to hold the stock while we conduct additional research and monitor the situation closely for further developments.

OUTLOOK

With the end of quantitative easing at hand, the sheer size of the Fed’s balance sheet was undoubtedly a source of investor uncertainty and stock-market volatility during the year. Going forward, we think it is reasonable to expect the volatility in micro-cap equities to continue, especially in view of their outperformance relative to large-cap issues in recent years. We anticipate that further volatility may provide opportunities for us to purchase what we consider high-quality companies at reasonable prices as we seek additional investments outside the health-care and technology sectors.

Over the long-term, we believe the small-and micro-cap segments of the market remain its most prolific sources of growth and innovation — as well as the areas most likely to generate attractive investment returns. We’ve been particularly encouraged by the increase in micro-cap company initial public offerings (IPOs) in 2014 compared to the previous year. Although a high number of IPOs is often viewed as an indicator of excessively optimistic short-term sentiment, from a longer-term perspective we believe it bodes well for the health and vibrancy of the micro-cap equity market. At the very least, the higher number of public micro-cap companies should provide us with an expanded universe of companies to draw from when selecting investments for the Fund.

Thank you for the opportunity to manage your assets.

Current

and future holdings are subject to risk.


WASATCH MICRO CAP FUND (WMICX) — Portfolio Summary		*SEPTEMBER 30, 2014 (UNAUDITED)*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		10 YEARS
Micro Cap		-0.81%		13.60%		7.29%
Russell Microcap^® Index		2.78%		13.60%		6.36%

As of the January 31, 2014 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Micro Cap Fund are 1.93%. The expense ratio shown elsewhere in this report may be different. See the prospectus for additional information regarding Fund expenses.

Investing in micro cap funds will be more volatile and loss of principal could be greater than investing in large cap or more diversified funds. Investing in foreign securities, especially in emerging markets, entails special risks, such as currency fluctuations and political uncertainties, which are described in more detail in the prospectus.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
ICON plc (Ireland)		2.5%
Envestnet, Inc.		2.3%
Akorn, Inc.		2.2%
City Union Bank Ltd. (India)		2.0%
Dealertrack Technologies, Inc.		1.9%


Company	% of Net Assets
Saia, Inc.		1.9%
Ultimate Software Group, Inc.		1.9%
LGI Homes, Inc.		1.8%
AtriCure, Inc.		1.8%
Ensign Group, Inc. (The)		1.8%

As of September 30, 2014, there were 90 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

LOGO

**	Excludes securities sold short and options written, if any.

†	Also includes Other Assets & Liabilities.

GROWTHOFA HYPOTHETICAL $10,000 INVESTMENT

LOGO

Past performance does not predict future performance. The graph above does not reflect the deduction of fees, sales charges, or taxes that you would pay on fund distributions or the redemption of fund shares. Wasatch does not charge any sales fees. The Russell Microcap Index is an unmanaged total return index of the smallest 1,000 securities in the small-cap Russell 2000 Index along with the next smallest 1,000 companies, based on a ranking of all U.S. equities by market capitalization. The official start date of the index was July 1, 2005. Data for the index prior to this date was from a paper portfolio. You cannot invest directly in this or any index.


WASATCH MICRO CAP VALUE FUND (WAMVX) — Management Discussion		*SEPTEMBER 30, 2014 (UNAUDITED)*

The Wasatch Micro Cap Value Fund is managed by a team of Wasatch portfolio managers led by Brian Bythrow.

LOGO

Brian Bythrow, CFA

Lead Portfolio Manager

OVERVIEW

The Wasatch Micro Cap Value Fund gained 3.26% for the 12 months ended September 30, 2014. The Fund outperformed its benchmark, the Russell Microcap Index, which rose 2.78%.

The fiscal year started with healthy gains in micro-cap equities as the aggressive market environment that had begun in November 2012 continued. News from the Federal Reserve (Fed) that it would begin scaling back its purchases of mortgage-backed

securities and Treasury bonds had little initial impact. Instead, equity investors found comfort in new Fed assurances that short-term interest rates would remain low long after the bond-buying program ended.

For years, the Fed’s near-zero interest-rate policy had been encouraging investors to speculate in equities and other risk assets. Because micro-cap companies are perceived to be riskier than larger companies, their stocks benefited more as speculation increased. As the fiscal year progressed, however, the situation reversed. Fears of tighter monetary policy dampened speculation and impacted micro-cap stocks while the large-cap indices continued to advance.

Although low interest rates have boosted the stock market, they also have discouraged savings and encouraged households to go more deeply into debt. Low rates of savings and investment have led to weak productivity growth and stagnant wages and salaries — which, in turn, have held back household consumption and the U.S. economy as a whole. Sluggish employment growth and declining rates of participation in the labor force also have helped restrain discretionary spending.

For those reasons, our approach to the consumer-discretionary sector has been defensive. We generally have avoided mall-based retailers in favor of discounters, international companies, housing-related companies, and companies targeting upper-income consumers who still have money to spend. Over the course of the year, our consumer-discretionary stocks generated strong gains and were the Fund’s largest source of outperformance relative to its benchmark.

Information technology (IT) was the Fund’s worst-performing sector. It was also a source of moderate underperformance for the Fund, as our IT stocks declined slightly more than the IT stocks in the Index amid growing risk aversion among investors.

DETAILSOFTHE YEAR

Our strongest contributor to performance for the year was Horizon Pharma, Inc. — a specialty-pharmaceuticals company with medicines for the treatment of arthritis, pain and inflammatory diseases. Late in the year, the stock gave back some of its earlier gains after two pharmacy-benefit managers (PBMs) announced they would be dropping Horizon’s medications from their formularies. We reduced the position size in Horizon to mitigate the risk of a further slide in the stock price.

Gentherm, Inc. was our second-largest contributor. The company is benefiting from increased adoption of its individualized climate-control systems for automotive seats, steering wheels and cup holders. Strong global demand for automobiles also has contributed to increased sales of Gentherm’s products.

Another strong stock in the Fund was transportation company Saia, Inc., which specializes in less-than-truckload shipments in both the regional and inter-regional segments of the U.S. trucking market. Government regulations with respect to emissions, safety equipment and driver hours have hurt weaker competitors and favored stronger companies such as Saia that are able to pass the higher costs on to their customers.

Our greatest detractor from performance for the year was Tangoe, Inc. The company provides software and services to help multinational companies and government customers manage their telecommunications assets and expenses. Slowing growth at Tangoe and deteriorating sentiment toward software stocks in general have weighed on the company’s stock price. We reduced the Fund’s position in Tangoe during the year.

ServiceSource International, Inc. was our second-largest detractor. ServiceSource provides end-to-end management and optimization of the renewals process for business-to-business service contracts. Costs associated with the company’s new software platform have been impacting its operating cash flow, profitability and stock price. We sold the stock when it became apparent to us that management would not be able to turn the business around as soon as we had expected.

Specialty consumer-finance company Regional Management Corp. was another significant detractor. The company makes loans primarily to customers with limited access to consumer credit from banks and other traditional lenders. We sold the stock in response to Regional’s deteriorating loan portfolio and increasing regulatory scrutiny of the consumer-finance industry.

OUTLOOK

Given that the stock market often declines somewhat during the initial months of Fed tightening, it would not be unusual to see some temporary weakness going forward. Rather than try to sidestep such periods of turbulence, our goal is to remain invested in companies we consider high-quality that we believe will be able to continue growing their earnings over time.

While the latest revision indicates the U.S. economy grew at an annual inflation-adjusted rate of 4.6% in the second quarter — its fastest pace in over two years — we expect weakness in household consumption to keep a lid on both economic growth and interest rates. Any coming rate hikes are likely, in our view, to be modest and unlikely to derail the economy. If this scenario unfolds, we believe many of the interest-rate fears that impacted micro-cap stocks late in the fiscal year may dissipate. Meanwhile, the recent weakness in micro-caps has improved the valuations of our companies and — given what we believe are their generally strong growth prospects — made their risk/return profiles even more attractive on our metrics.

Thank you for the opportunity to manage your assets.

Current

and future holdings are subject to risk.


WASATCH MICRO CAP VALUE FUND (WAMVX) — Portfolio Summary		*SEPTEMBER 30, 2014 (UNAUDITED)*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		10 YEARS
Micro Cap Value		3.26%		13.40%		10.47%
Russell Microcap^® Index		2.78%		13.60%		6.36%

As of the January 31, 2014 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Micro Cap Value Fund are 2.05%. The Net Expenses are 1.95%. The expense ratio shown elsewhere in this report may be different. Net Expenses are based on Fund expenses, net of waivers and reimbursements. See the prospectus for additional information regarding Fund expenses.

Investing in micro cap funds will be more volatile and loss of principal could be greater than investing in large cap or more diversified funds. Investments in value stocks can perform differently from the market as a whole and from other types of stocks and can continue to be undervalued by the market for long periods of time. Investing in foreign securities, especially in emerging markets, entails special risks, such as currency fluctuations and political uncertainties, which are described in more detail in the prospectus.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
Saia, Inc.		2.5%
Gentherm, Inc.		2.3%
Move, Inc.		2.0%
EPAM Systems, Inc.		1.7%
Summit Hotel Properties, Inc.		1.6%


Company	% of Net Assets
Franklin Covey Co.		1.6%
Caesarstone Sdot-Yam Ltd. (Israel)		1.6%
Arbor Realty Trust, Inc.		1.6%
Torrent Pharmaceuticals Ltd. (India)		1.5%
Customers Bancorp, Inc.		1.5%

As of September 30, 2014, there were 102 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

LOGO

**	Excludes securities sold short and options written, if any.

†	Also includes Other Assets & Liabilities.

GROWTHOFA HYPOTHETICAL $10,000 INVESTMENT

LOGO

Past performance does not predict future performance. The graph above does not reflect the deduction of fees, sales charges, or taxes that you would pay on fund distributions or the redemption of fund shares. Wasatch does not charge any sales fees. The Russell Microcap Index is an unmanaged total return index of the smallest 1,000 securities in the small-cap Russell 2000 Index along with the next smallest 1,000 companies, based on a ranking of all U.S. equities by market capitalization. The official start date of the index was July 1, 2005. Data for the index prior to this date was from a paper portfolio. You cannot invest directly in this or any index.


WASATCH SMALL CAP GROWTH FUND (WAAEX) — Management Discussion		*SEPTEMBER 30, 2014 (UNAUDITED)*

The Wasatch Small Cap Growth Fund is managed by a team of Wasatch portfolio managers led by Jeff Cardon and JB Taylor.

LOGO

Jeff Cardon, CFA

Lead Portfolio Manager

LOGO

JB Taylor

Portfolio Manager

OVERVIEW

The Wasatch Small Cap Growth Fund gained 1.09% for the 12 months ended September 30, 2014. Over the same period, the Fund’s primary benchmark, the Russell 2000 Growth Index, gained 3.79%.

A trend in small-cap stocks where we have seen a divergence between stock prices and the fundamentals underpinning the companies continued into 2014. In 2013, the average stock in the Russell 2000 Growth Index advanced over 40% while delivering, on average, sales and earnings growth of less than 10%. This trend continued through March of this year. We believe the Federal Reserve’s program of quantitative easing encouraged risk-taking and contributed to a momentum- and liquidity-driven market. With the prospects of tighter monetary policy going forward and risk appetites more subdued, investors appear to now be focusing back on fundamentals and valuations.

DETAILSOFTHE YEAR

A future more focused on fundamentals should bode well for the Wasatch Small Cap Growth Fund. In the most recent quarter, our companies reported sales and earnings-per-share (EPS) growth of 16.1% and 15.6%, respectively. By comparison, the median sales and EPS growth of the average company in the Russell 2000 Growth Index were 10.2% and 11.5%, respectively. Our companies have higher operating margins and better returns-on-capital than the average company in the Index and nearly 60% of our companies have balance sheets with more cash than debt. Most importantly, our companies are led by management teams that we have vetted through numerous on-site visits and conference calls. A low-turnover strategy makes this endeavor possible. On average, our current top 20 holdings have been held in the Fund for over seven years.

Over our long history, the information-technology sector has provided fertile ground for investing in great growth companies. During the past year, however, the Fund underperformed the Index in the information-technology sector, as a handful of holdings struggled to deliver growth that satisfied Wall Street’s expectations.

In the U.S., the information-technology sector has more than its share of companies that display attributes we consider characteristic of outstanding growth companies — disruptive technological advancement, large market opportunities, and great management teams. We believe the pace of innovation and value creation will continue in the information-technology sector, and that our recent disappointing performance will revert to our longer history of success.

Energy was also a sector in which we underperformed the benchmark. Our investments in the energy sector are focused on the long-run need for efficient energy production to fuel economic growth. We also spend a significant amount of time researching companies that apply new technology to help the U.S. become less dependent on traditional energy sources. For example, Power Integrations, Inc. manufactures integrated semiconductor circuits used in diverse applications including LED lighting, new energy-efficient electronics and appliances, and energy-efficient power chargers.

The Fund’s top contributor to performance came from the industrials sector, an area in which we outperformed the Index. Knight Transportation, Inc. is among the fastest-growing and most profitable truckload carriers in the U.S. Wasatch has owned the stock continuously since 1998. During that time, the company has transformed itself from a regional truckload carrier to a full-service transportation company offering truckload, dry van, refrigerated, brokerage, and intermodal port services. Over the past 12 months, Knight’s stock benefited from market-share gains as smaller competitors struggled with increased regulatory costs and an industry-wide driver shortage.

Mattress Firm Holding Corp. was another top contributor. Mattress Firm is the market leader in mattress retailing with 1,587 locations throughout the U.S. This market dominance allows Mattress Firm to spread advertising costs over a larger base of stores and drive sustainable margin and earnings growth. The stock benefited from the company’s recent acquisition of Sleep Train, which gives Mattress Firm presence in the attractive West Coast market. We also are drawn to the company because its business model is not threatened by disruptive Internet competition — customers like testing a bed in-store before purchase, and the cost of shipping also makes it difficult for potential online competitors.

OUTLOOK

Most indicators for the economy appear as healthy as they have been in a long time. Median company revenue growth in the Russell 2000 Growth Index topped 10% for the first time in two years and the number of Index companies missing estimates was down versus the last few quarters. Wall Street analyst expectations call for accelerating growth rates going forward. Valuations are still a concern. The percentage of Russell 2000 companies trading at what we consider high valuations is well above historical averages.

The good news is that we see signs of a transition from a momentum- and liquidity-driven market, to one in which growth rates and rational valuations should determine returns. We welcome this type of “stock picker’s market” in which our insights on a company’s management, business-model quality and long-term growth prospects should be properly rewarded. We believe our ongoing focus on finding and investing in long-duration growth companies that we believe are of the highest quality has the potential to continue to deliver attractive absolute and relative long-term returns.

Thank you for the opportunity to manage your assets and for your trust.

Current

and future holdings are subject to risk.


WASATCH SMALL CAP GROWTH FUND (WAAEX) — Portfolio Summary		*SEPTEMBER 30, 2014 (UNAUDITED)*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		10 YEARS
Small Cap Growth		1.09%		15.20%		8.89%
Russell 2000^® Growth Index		3.79%		15.51%		9.03%
Russell 2000^® Index		3.93%		14.29%		8.19%

As of the January 31, 2014 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Small Cap Growth Fund are 1.24%. The expense ratio shown elsewhere in this report may be different. Expenses include direct expenses paid to the Advisor as well as indirect expenses incurred by the Fund as a result of its investments in other investment companies (each an “Acquired Fund”), before any expense reimbursements by the Advisor. See the prospectus for additional information regarding Fund expenses.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
Knight Transportation, Inc.		5.9%
Ultimate Software Group, Inc.		3.8%
ICON plc (Ireland)		2.8%
Power Integrations, Inc.		2.8%
Allegiant Travel Co.		2.7%


Company	% of Net Assets
Wirecard AG (Germany)		2.7%
IPG Photonics Corp.		2.3%
Syntel, Inc.		2.2%
MSC Industrial Direct Co., Inc., Class A		2.1%
Dealertrack Technologies, Inc.		2.1%

As of September 30, 2014, there were 91 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

LOGO

**	Excludes securities sold short and options written, if any.

†	Also includes Other Assets & Liabilities.

GROWTHOFA HYPOTHETICAL $10,000 INVESTMENT

LOGO

Past performance does not predict future performance. The graph above does not reflect the deduction of fees, sales charges, or taxes that you would pay on fund distributions or the redemption of fund shares. Wasatch does not charge any sales fees. The Russell 2000 Growth Index is an unmanaged total return index that measures the performance of those Russell 2000 Index companies with higher price-to-book ratios and higher forecasted growth values. The Russell 2000 Index is an unmanaged total return index of the smallest 2,000 companies in the Russell 3000 Index, as ranked by total market capitalization. The Russell 2000 Index is widely regarded in the industry as accurately capturing the universe of small company stocks. You cannot invest directly in these or any indices.


WASATCH SMALL CAP VALUE FUND (WMCVX / WICVX) — Management Discussion		*SEPTEMBER 30, 2014 (UNAUDITED)*

The Wasatch Small Cap Value Fund is managed by a team of Wasatch portfolio managers led by Jim Larkins.

LOGO

Jim Larkins

Lead Portfolio Manager

OVERVIEW

Small-cap value stocks posted positive performance during the 12-month period ended September 30, 2014, as gauged by the 4.13% return of the Fund’s primary benchmark, the Russell 2000 Value Index. The bulk of the gain occurred in the first half of the period, as small-cap stocks topped out in early March and then experienced higher volatility — and a downward overall bias — from April onward.

The Wasatch Small Cap Value Fund performed very well for the annual period with a return of 11.13% for Investor Class shares, which outpaced the return of the benchmark by a healthy margin. The Fund’s Investor Class shares delivered an average annual gain of 12.35% since the Fund’s inception on December 17, 1997 compared to a return of 8.14% for the benchmark in that same interval.

DETAILSOFTHE YEAR

The majority of the stocks in the Fund finished the period with a gain, and many delivered returns in excess of 20%. We believe this is a function of our stock-selection process, which looks for companies with high-quality business models highlighted by recurring revenues, deeply entrenched customer bases, and a lack of excessive competition. Our stock picks did particularly well in the health-care, indus-trials, financials and consumer-discretionary sectors.

The Fund’s performance also gained a strong benefit from its weighting in international stocks, which made up about 10% of the portfolio as of September 30th. We have owned stocks in India for several years on the belief that many of the country’s small-cap stocks offered attractive valuations relative to their underlying growth. The recent election of the reform-minded Narendra Modi as prime minister has boosted sentiment and led to rising estimates for economic growth, propelling India’s stock market upward. Yes Bank Ltd., MakeMyTrip Ltd., Torrent Pharmaceuticals Ltd. and City Union Bank Ltd. were among the Fund’s top-10 contributors to performance for the past year.

Among individual stocks, one of the most significant contributors was the drug-development company Questcor Pharmaceuticals, Inc., which received an acquisition offer from Mallinckrodt plc in April. We liked the merger since it provided a larger platform for the sale of Questcor’s primary drug, Acthar, than the company would have had by itself. We therefore held on to shares of the combined entity, Mallinckrodt, which also had strong performance.

Investments in trucking companies provided an additional source of strength for the Fund. We have liked the trucking industry for several years on the belief that it was positioned to benefit from improving economic growth and industry consolidation. Our thesis was indeed proven accurate. Top-performing trucking companies included Saia, Inc., Knight Transportation, Inc. and Old Dominion Freight Line, Inc.

Naturally, the Fund had its share of underperforming investments. The leading detractor from performance was Geospace Technologies Corp., a provider of seismic equipment for oil and gas exploration that was hit by a decline in exploration activity. We continued to hold the stock through its downturn but elected not to add to the position. Another notable detractor from performance was AVG Technologies N.V. We continue to hold the stock as we think the company is well-positioned in cell phone software security, an area we believe is poised to see growth. Our position in Angie’s List, Inc. also detracted from performance. While we thought the company was on the verge of turning itself around, it proved unable to grow its business in a profitable manner. We quickly realized our error in buying the stock and elected to sell the position.

These three detractors help illustrate a key aspect of value investing — determining how to handle an underperforming position. The Fund will always have its share of losers in any given year, and in each case we need to decide, “Do we buy more, hold, or sell?” Our research-driven process has added value on this front over the years and represents an important aspect of our effort to manage risk.

OUTLOOK

We believe the recent weakness in small-cap stocks is more a reflection of simple profit-taking than it is a shift in the market’s underlying fundamentals. Small-caps have performed exceptionally well in the past three years, so they became vulnerable to selling pressure when evidence of weaker economic growth overseas caused investors to become more risk-averse. Still, we would note that three important trends continue to work in favor of small-caps: the continued expansion of the U.S. economy, the strong U.S. dollar, and the likelihood that the U.S. Federal Reserve will maintain its “lower for longer” interest-rate policy.

We are encouraged by the opportunities our research process continues to uncover in the small-cap value space, particularly amid the increased volatility of the past six months. As always, we are actively engaged in harvesting returns from stocks that we no longer find attractive and maintaining a ready list of ideas into which we can deploy the capital. This approach reflects our view that the small-cap arena is a “perpetual-motion machine” where good companies regularly stumble and fall into value territory.

Overall, we maintain our longstanding approach of seeking to minimize downside risk by emphasizing higher-quality, fundamentally sound and financially strong companies. We believe our strategy — which focuses on buying great companies when they stumble and undiscovered companies when they’re inexpensive — will continue to hold the Fund in good stead through both up and down markets.

Thank you for the opportunity to manage your assets.

Current

and future holdings are subject to risk.


WASATCH SMALL CAP VALUE FUND (WMCVX / WICVX) — Portfolio Summary		*SEPTEMBER 30, 2014 (UNAUDITED)*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		10 YEARS
Small Cap Value (WMCVX) — Investor		11.13%		15.65%		8.07%
Small Cap Value (WICVX) — Institutional		11.28%		15.77%		8.13%
Russell 2000^® Value Index		4.13%		13.02%		7.25%
Russell 2000^® Index		3.93%		14.29%		8.19%

As of the January 31, 2014 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Small Cap Value Fund are Investor Class — 1.27% / Institutional Class — Gross: 1.46%, Net: 1.15%. The expense ratio shown elsewhere in this report may be different. Net Expenses are based on Fund expenses, net of waivers and reimbursements. See the prospectus for additional information regarding Fund expenses.

Investing in small cap funds will be more volatile and loss of principal could be greater than investing in large cap or more diversified funds. Investments in value stocks can perform differently from the market as a whole and from other types of stocks and can continue to be undervalued by the market for long periods of time. Investing in foreign securities, especially in emerging markets, entails special risks, such as currency fluctuations and political uncertainties, which are described in more detail in the prospectus.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
Vistaprint N.V.		3.0%
Summit Hotel Properties, Inc.		2.8%
Arbor Realty Trust, Inc.		2.6%
Copart, Inc.		2.6%
Ensign Group, Inc. (The)		2.5%


Company	% of Net Assets
Select Comfort Corp.		2.5%
Polypore International, Inc.		2.5%
Nu Skin Enterprises, Inc., Class A		2.4%
Franklin Covey Co.		2.4%
Fabrinet		2.3%

As of September 30, 2014, there were 59 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

LOGO

**	Excludes securities sold short and options written, if any.

†	Also includes Other Assets & Liabilities.

GROWTHOFA HYPOTHETICAL $10,000 INVESTMENT

LOGO

Past performance does not predict future performance. The graph above does not reflect the deduction of fees, sales charges, or taxes that you would pay on fund distributions or the redemption of fund shares. Wasatch does not charge any sales fees. The Russell 2000 Value Index measures the performance of those Russell 2000 Index companies with lower price-to-book ratios and lower forecasted growth values. The Russell 2000 Index is an unmanaged total return index of the smallest 2,000 companies in the Russell 3000 Index, as ranked by total market capitalization. The Russell 2000 Index is widely regarded in the industry as accurately capturing the universe of small company stocks. You cannot invest directly in these or any indices.


WASATCH STRATEGIC INCOME FUND (WASIX) — Management Discussion		*SEPTEMBER 30, 2014 (UNAUDITED)*

The Wasatch Strategic Income Fund is managed by a team of Wasatch portfolio managers led by Sam Stewart.

LOGO

Samuel S. Stewart, Jr. PhD, CFA

Lead Portfolio Manager

OVERVIEW

The Wasatch Strategic Income Fund advanced 18.94% over the 12 months ended September 30, 2014. The Fund nearly matched the 19.73% gain for the S&P 500 Index and far exceeded the 3.96% return for the Barclays Capital U.S. Aggregate Bond Index.

I believe that one of the drivers of the Fund’s strong performance was the large number of “yield” stocks we own. The continuing high yields of these stocks in the face of an environment in

which dividend payouts are generally at microscopic levels reflect investor skepticism about the sustainability of the yields. Many of the yield stocks we own have yet to fully recover from the travails of the global financial crisis. As investors warm little-by-little to the business models of these companies, they’re willing to own them, which drives the stock prices higher and the yields lower.

DETAILSOFTHE YEAR

Foremost among the Fund’s yield stocks over the past year was NorthStar Realty Finance Corp., which split its stock and spun off its management company. Two other commercial real-estate investment trusts (REITs), Colony Financial, Inc. and Starwood Property Trust, Inc., also helped the Fund’s performance as investors grew more confident in the prospects for these REITs. In addition, KKR Financial Holdings LLC received and accepted a takeover bid at nearly a 20% premium by its parent and current Fund holding KKR & Co. L.P.

The primary drag on the Fund’s annual performance came from Herbalife Ltd. While the general cause of Herbalife’s woes over the past year has been the continuation of short-seller Bill Ackman’s campaign to label Herbalife as a Ponzi scheme, the company’s recent quarterly report was disappointing to Wall Street and the stock fell by about 10% over the next few days. In addition, the stock fell approximately 20% more during the last two months of the fiscal year, resulting in a cumulative decline of over 30%.

Given the relative stability in the broad stock market during the past few months, I was actually surprised at the unusually large number of changes I made to the Fund. The reason for the changes was my ever-present focus on trying to ferret out any excessive risks. While I never want us to bear excessive risks, the exceptional returns for the Fund over the last several years have caused me to be especially vigilant. This is because the market usually demonstrates that high returns result from taking high risks. Unfortunately, to paraphrase Warren Buffett, we won’t know who was taking the high risks until the tide goes out and we can see who was swimming naked.

I’m working as hard as I can to make sure we’re fully clothed when the tide recedes. This is what underlies many

of the changes in the Fund. For example, I sold Wal-Mart Stores, Inc. and purchased McDonald’s Corp. Both of these large companies have built strong moats around their business models. But while Wal-Mart’s price rose over the past year, McDonald’s price fell. That, plus McDonald’s 3.6% dividend yield versus Wal-Mart’s 2.5% yield, gave me the incentive I needed to justify replacing Wal-Mart with McDonald’s. Further, it’s worth noting that McDonald’s business — as it offers about twice the return on invested capital — is inherently more attractive than Wal-Mart’s.

Finally, I would like to note that I added a small position in the ProShares VIX Short-Term Futures ETF (VIXY), an exchange-traded fund (ETF) that reflects the VIX volatility index. You may recall that the Fund has owned VIXY before, and we regretted our experience as the position declined quite a bit while we held it. I determined that, in general, it isn’t a good idea to own VIXY. But I also determined that in times of increased market risk, it makes sense to hold some VIXY as a modest hedge against increased market volatility. When the market started to struggle recently, I decided to add a small position in VIXY in hope of gaining the benefits of this hedging strategy.

OUTLOOK

By many measures, the U.S. economy has returned to where it was before the global financial crisis of 2008 and early 2009. Today, bank loans to businesses exceed those of 2007. Total private employment has topped 2008 levels. And after a multi-year trend of declining incomes, there has been some recent improvement. Compared to previous recoveries, however, this one has been slow — so much so that for many people it’s hardly noticeable. Nevertheless, our economy has been making incremental progress.

Regarding the broad stock market, I don’t see compelling evidence that we should expect anything other than a continuation of the market advance that we’ve mostly enjoyed during the past five years. While overall valuations are on the high side, we’re finding a good number of reasonably priced stocks, including some that pay attractive dividend yields. With U.S. economic conditions that continue to improve, I remain a cautious bull.

As always, I appreciate the confidence you’ve shown by allowing me to manage a portion of your assets. While I know only a few of you personally, I assume that like me many of you are nearing the end of your careers. I share with you the importance of having investments that will provide both a reasonable level of income and security at the same time. That is what I’m hoping to achieve with the investments that comprise our holdings in the Wasatch Strategic Income Fund.

Current

and future holdings are subject to risk.


WASATCH STRATEGIC INCOME FUND (WASIX) — Portfolio Summary		*SEPTEMBER 30, 2014 (UNAUDITED)*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		SINCE INCEPTION 2/1/06
Strategic Income		18.94%		17.08%		8.26%
S&P 500 Index		19.73%		15.70%		7.38%
Barclays Capital U.S. Aggregate Bond Index		3.96%		4.12%		4.95%

As of the January 31, 2014 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Strategic Income Fund are 1.10%. The Net Expenses are 0.99%. The expense ratio shown elsewhere in this report may be different. Expenses include direct expenses paid to the Advisor as well as indirect expenses incurred by the Fund as a result of its investments in other investment companies (each an “Acquired Fund”), before any expense reimbursements by the Advisor. Net Expenses are based on Fund expenses, net of waivers and reimbursements. See the prospectus for additional information regarding Fund expenses.

The Fund has a concentration in the financials sector. Investing in concentrated funds can be more volatile and loss of principal could be greater than investing in more diversified funds. The financials sector can be significantly affected by various market factors, which are described in more detail in the prospectus.

With respect to the Fund’s assets invested in fixed income securities, you are subject, but not limited to, the same interest rate, inflation and credit risk associated with the underlying fixed-income securities owned by the Fund. Return of principal is not guaranteed. Investing in small cap funds will be more volatile and loss of principal could be greater than investing in large cap or more diversified funds. Investing in foreign securities, especially in emerging markets, entails special risks, such as currency fluctuations and political uncertainties, which are described in more detail in the prospectus.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
Suncor Energy, Inc. (Canada)		4.0%
CVS Caremark Corp.		4.0%
TAL International Group, Inc.		3.9%
W.W. Grainger, Inc.		3.2%
Occidental Petroleum Corp.		3.2%


Company	% of Net Assets
Starwood Property Trust, Inc.		3.2%
Discover Financial Services		3.1%
NorthStar Realty Finance Corp.		3.1%
Capital One Financial Corp.		3.0%
ZAIS Financial Corp.		2.9%

SECTOR BREAKDOWN**

LOGO

**	Excludes securities sold short and options written, if any.

†	Also includes Other Assets & Liabilities.

GROWTHOFA HYPOTHETICAL $10,000 INVESTMENT

LOGO

Past performance does not predict future performance. The graph above does not reflect the deduction of fees, sales charges, or taxes that you would pay on fund distributions or the redemption of fund shares. Wasatch does not charge any sales fees. ††Inception: February 1, 2006. The S&P 500 Index represents 500 of the United States’ largest stocks from a broad variety of industries. The Index is unmanaged and is a common measure of common stock total return performance. The Barclays Capital U.S. Aggregate Bond Index covers the U.S. investment grade fixed rate bond market, including government and corporate securities, agency mortgage pass-through securities, and asset-backed securities. You cannot invest directly in these or any indices.


WASATCH ULTRA GROWTH FUND (WAMCX) — Management Discussion		*SEPTEMBER 30, 2014 (UNAUDITED)*

The Wasatch Ultra Growth Fund is managed by a team of Wasatch portfolio managers led by John Malooly.

LOGO

John Malooly, CFA

Lead Portfolio Manager

OVERVIEW

During the 12 months ended September 30, 2014, the Wasatch Ultra Growth Fund gained 2.66%. The Fund underperformed its benchmark, the Russell 2000 Growth Index, which rose 3.79%.

In a continuation of the favorable investment environment that prevailed during 2013, small-company stocks rallied during the first three months of the fiscal year. However, most of those

early gains would later be given back in what proved to be an up-and-down year for small-cap equities. First, an unusually cold winter and concerns about a bubble in biotechnology stocks weighed on the market. Later, the scheduled end to the Federal Reserve’s (Fed’s) quantitative-easing program dulled investors’ appetite for risk. As a result, small-cap stocks weakened as investors turned to the perceived safety of large-cap equities.

Information technology (IT) was the largest source of underperformance and the primary reason the Fund lagged the benchmark. IT, which is the Fund’s most-heavily weighted sector, is an area in which we continue to find growing, innovative companies amid sluggish growth in the U.S. economy as a whole. While several of our IT holdings declined in response to setbacks at the companies, we attribute much of the weakness in the sector to profit-taking and rotation by investors after an extraordinary period of strength. In the previous fiscal year, for example, IT was the Fund’s top-performing sector and its largest source of attractive returns relative to the benchmark.

The health-care sector is another area that has been fertile ground for finding Fund investments. The abundance of incurable diseases and the high costs of conventional treatments create enormous opportunities for innovative health-care companies to generate substantial savings for the health-care system, while improving patients’ quality of life. During the fiscal year, our health-care stocks outgained the health-care stocks in the Index, and our overweight position in the sector provided a tailwind for the Fund.

DETAILSOFTHE YEAR

Our strongest contributor to Fund performance for the year was Horizon Pharma, Inc. — a specialty-pharmaceuticals company with medicines for the treatment of arthritis, pain and inflammatory diseases. Late in the year, the stock gave back some of its earlier gains after two pharmacy-benefit managers (PBMs) announced they would be dropping Horizon’s medications from their formularies. We trimmed the Fund’s position in Horizon during the year to book gains and to mitigate the risk of a further slide in the stock price.

Against the modest backdrop for U.S. small-caps, our Indian companies provided the Fund’s greatest source of positive performance. India’s stock market rallied throughout the

year on the expectation that a victory by the Bharatiya Janata Party (BJP) in the country’s national elections would usher in a new era of economic reforms. Rising food prices, political corruption and sluggish economic growth had led to widespread dissatisfaction with India’s Congress party and stirred desire for a change in leadership. Investors now hope that newly elected Prime Minister Narendra Modi will be able to bring to India the same expansions in infrastructure investment and economic growth he achieved as chief minister of the state of Gujarat.

Yes Bank Ltd. was our second-largest contributor. Together with City Union Bank Ltd., these Indian banks helped make financials the top-performing sector in the Fund. Shares of both banks benefited from improved credit conditions and the election-fueled rally in India’s stock market.

Our greatest detractor from Fund performance for the year was ServiceSource International, Inc. We sold the stock when deteriorating fundamentals showed no clear signs of improvement. The company provides management and optimization of the renewals process for business-to-business service-contracts. Costs associated with developing and integrating a new service platform impacted earnings for the past several quarters.

Tangoe, Inc. was our second-largest detractor. The company provides software and services to help multinational companies and government customers manage their telecommunications assets and expenses. We reduced the Fund’s position in Tangoe during the year, as slightly slower growth at the company and deteriorating investor sentiment toward software stocks weighed on its share price.

OUTLOOK

After nearly six years of quantitative easing in the U.S., some additional turbulence should not be ruled out as the Fed ends its bond-purchase program. As opportunities present themselves, we have been replacing selected holdings in the Fund with issues we consider high quality that we believe are still reasonably valued. Our research indicates that the highest-quality companies — as defined by the sustainability of their business models — tend to perform better than companies of lesser quality during periods of market weakness. They also tend to recover from weakness more rapidly.

In the absence of inflationary pressures, we believe that any interest-rate increases resulting from the Fed’s less-accommodative policy stance are likely to be subdued. We think our portfolio companies are positioned to hold their own even if rates tick up or if economic growth falters. For the most part, the companies we own either are taking market share from competitors or are marketing proprietary technologies for which we expect demand to increase. In our view, those types of companies have the potential to outperform both in a challenging economic environment and over the long term.

Thank you for the opportunity to manage your assets.

Current

and future holdings are subject to risk.


WASATCH ULTRA GROWTH FUND (WAMCX) — Portfolio Summary		*SEPTEMBER 30, 2014 (UNAUDITED)*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		10 YEARS
Ultra Growth		2.66%		14.54%		6.61%
Russell 2000^® Growth Index		3.79%		15.51%		9.03%

As of the January 31, 2014 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Ultra Growth Fund are 1.41%. The expense ratio shown elsewhere in this report may be different. Expenses include direct expenses paid to the Advisor as well as indirect expenses incurred by the Fund as a result of its investments in other investment companies (each an “Acquired Fund”), before any expense reimbursements by the Advisor. See the prospectus for additional information regarding Fund expenses.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
Power Integrations, Inc.		3.0%
Greenspring Global Partners II-B, L.P.		2.8%
MakeMyTrip Ltd. (India)		2.4%
Yes Bank Ltd. (India)		2.2%
Seattle Genetics, Inc.		2.2%


Company	% of Net Assets
Polypore International, Inc.		2.1%
FleetMatics Group plc		2.1%
Cognizant Technology Solutions Corp., Class A		2.0%
Ultimate Software Group, Inc.		1.9%
Cornerstone OnDemand, Inc.		1.9%

As of September 30, 2014, there were 89 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

LOGO

**	Excludes securities sold short and options written, if any.

†	Also includes Other Assets & Liabilities.

GROWTHOFA HYPOTHETICAL $10,000 INVESTMENT

LOGO

Past performance does not predict future performance. The graph above does not reflect the deduction of fees, sales charges, or taxes that you would pay on fund distributions or the redemption of fund shares. Wasatch does not charge any sales fees. The Russell 2000 Growth Index is an unmanaged total return index that measures the performance of those Russell 2000 Index companies with higher price-to-book ratios and higher forecasted growth values. The Russell 2000 Index is an unmanaged total return index of the smallest 2,000 companies in the Russell 3000 Index, as ranked by total market capitalization. You cannot invest directly in these or any indices.


WASATCH WORLD INNOVATORS FUND (WAGTX) — Management Discussion		*SEPTEMBER 30, 2014 (UNAUDITED)*

The Wasatch World Innovators Fund is managed by a team of Wasatch portfolio managers led by Sam Stewart and Josh Stewart.

LOGO

Samuel S. Stewart, Jr. PhD, CFA

Lead Portfolio Manager

LOGO

Josh Stewart

Portfolio Manager

OVERVIEW

The Wasatch World Innovators Fund returned 2.69% over the 12 months ended September 30, 2014, but did not keep up with the 10.70% gain for its benchmark, the MSCI AC World IMI.

We’re glad that during the fiscal year we were able to do a little better than preserve the exceptional returns that the Fund achieved over the prior several years. Today, while it could be argued that we’re winning based on the entirety of our performance, it clearly feels like we’re losing — mostly because the Fund underperformed the benchmark for the fiscal year.

We, as active managers, purposely run a portfolio of 50 to 70 stocks meant to differ dramatically in composition from the benchmark, which includes over 8,500 securities from around the globe. We think that by striving to invest in what we believe are the best innovative companies at attractive prices, the Fund has the potential to provide better investment returns than the benchmark over the long term. And since the inception of the Fund, outperformance has been expected and delivered, which made the underperformance over the past year stand out in stark contrast.

DETAILSOFTHE YEAR

In addition to external market factors that were headwinds against the Fund during the fiscal year, we also made some unforced errors. The primary headwind was what we describe as a risk-off market disguised as a risk-on market. The major large-cap stock indices and most Treasuries and high-quality corporate bonds were up in price. But riskier investments such as small-cap stocks and high-yield bonds were down for the year, with the losses accelerating in the latter months. This headwind impacted the Fund more than the benchmark because the Fund has a much more significant weighting in small companies.

Now for the first mea culpa — our biggest mistake was to add to our position in online fashion retailer ASOS plc after the company missed analyst expectations and guided investors to expect lower margins. Even though we liked ASOS, we only had a small position in the company because its shares were expensive. With the stock down significantly on the news, we rationalized that it was less expensive. It wasn’t. ASOS had just reported lower-than-expected profits and so the current P/E ratio remained lofty, well above 50 times earnings. As the stock fell, we continued to add to our position. The high P/E ratio set us up for another big selloff in the stock when the company missed analyst expectations again and said margins would remain lower for a longer

period of time. Our larger weighting in the stock magnified the negative impact on the Fund’s performance.

A second mea culpa is called for regarding Ocwen Financial Corp. As the leading distressed-home-loan servicer with a stock selling for a low teens multiple, we felt Ocwen was an attractive holding. While the valuation was not stretched, the stock had risen quite a bit so we bought only a small position earlier in the year. When a transfer of loan servicing from Wells Fargo to Ocwen was delayed by New York state regulators, we failed to pay adequate attention. Instead, we added to our position based on the seemingly more attractive valuation. As the regulators persisted in their delay of the servicing transfer, Ocwen’s stock continued to decline in price, contributing to the underperformance of the Fund.

While we were disappointed with the Fund’s total return for the year, there were some bright spots. Google, Inc. was a top contributor. The company continues to grow revenues from online advertisers and continues to take overall advertising market share from the traditional mediums. In addition, Google remains the undisputed world leader in online search and the company’s YouTube subsidiary dominates the marketplace for sharing videos. DIRECTV was another top contributor for the Fund. The stock was up sharply because AT&T* intends to acquire the company, pending regulatory approval.

OUTLOOK

Global economies are having a hard time getting in sync. Currently, the U.S. and maybe the United Kingdom are making some economic progress. Other key economies like China, continental Europe and Japan are backsliding. The headlines and sentiment seem to have tilted to a more bearish tone. Despite the negative headlines, the surprisingly strong economic numbers coming out of the U.S. give us reason for optimism, especially when we consider that the U.S. has by far the largest gross domestic product among all the countries in the world. That said, we remain bottom-up stock-pickers rather than macro forecasters.

We’re excited about the companies in the Fund’s portfolio. Sales growth of our portfolio companies was a brisk 24% over the trailing 12 months, compared to 7% for the MSCI All Country World Investable Market Index and compared to about 4% annualized nominal GDP growth in the U.S. Profitability at our companies has been better as well, with an EBITDA (earnings before interest, taxes, depreciation and amortization) growth rate of 17%, exceeding the 11% rate registered by benchmark.

Thank you for the opportunity to manage your assets.

*	As of September 30, 2014, the Wasatch World Innovators Fund was not invested in AT&T, Inc.

Current

and future holdings are subject to risk.


WASATCH WORLD INNOVATORS FUND (WAGTX) — Portfolio Summary		*SEPTEMBER 30, 2014 (UNAUDITED)*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		10 YEARS
World Innovators		2.69%		16.44%		10.56%
MSCI AC World IMI		10.70%		10.32%		7.57%

As of the January 31, 2014 prospectus, the Total Annual Fund Operating Expenses for the Wasatch World Innovators Fund are 1.80%. The expense ratio shown elsewhere in this report may be different. Expenses include direct expenses paid to the Advisor as well as indirect expenses incurred by the Fund as a result of its investments in other investment companies (each an “Acquired Fund”), before any expense reimbursements by the Advisor. See the prospectus for additional information regarding Fund expenses.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
Abcam plc (United Kingdom)		6.9%
eBay, Inc.		5.8%
Google, Inc., Class A		4.4%
Valeant Pharmaceuticals International, Inc. (Canada)		3.9%
Mekonomen AB (Sweden)		3.0%


Company	% of Net Assets
Ocwen Financial Corp.		2.7%
Altisource Portfolio Solutions S.A.		2.6%
Discover Financial Services		2.5%
Capital One Financial Corp.		2.4%
Activision Blizzard, Inc.		2.1%

As of September 30, 2014, there were 67 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

LOGO

**	Excludes securities sold short and options written, if any.

†	Also includes Other Assets & Liabilities.

GROWTHOFA HYPOTHETICAL $10,000 INVESTMENT

LOGO

Past performance does not predict future performance. The graph above does not reflect the deduction of fees, sales charges, or taxes that you would pay on fund distributions or the redemption of fund shares. Wasatch does not charge any sales fees. The MSCI AC World IMI (All Country World Investable Market Index) is a free float-adjusted market capitalization weighted index designed to measure the equity market performance of large, mid, and small cap companies across developed and emerging markets throughout the world. You cannot invest directly in this or any index.


WASATCH-1ST SOURCE INCOME FUND (FMEQX) — Management Discussion		*SEPTEMBER 30, 2014 (UNAUDITED)*

LOGO

Paul Gifford, CFA

Lead Portfolio Manager

OVERVIEW

The Wasatch-1st Source Income Fund returned 1.91% for the fiscal year ended September 30, 2014. The Barclays Capital U.S. Intermediate Government/Credit Bond Index returned 2.20% for the same period. U.S. Treasury bonds with longer maturities ended the fiscal year with lower yields even as the Federal Reserve (Fed) reduced its bond purchases. U.S. Treasury securities with shorter

maturities saw yields rise. Compared to last year, yields improved for corporate bonds, which helped the overall performance of the Fund and the Index.

DETAILSOFTHE YEAR

The Fed’s actions dominated the direction of the bond market more than usual. Bond investors had to adjust to a new Fed Chair, Janet Yellen, and the virtual elimination of the Fed’s bond-buying program. A change in Chair usually causes some volatility in the bond market as investors must become accustomed to the new Chair’s tone and message. While some miscommunications by the Fed affected the market, they were quickly corrected. The biggest challenge to the Fed and Chair Yellen has been implementing the change in strategy as the economy has improved. The Fed had been buying $85 billion worth of Treasuries and mortgage-backed securities a month, which was reduced to $15 billion on the way to zero later in 2014. The gradual loss of a buyer of $85 billion per month might lead one to believe that bond prices would drop and yields would rise. That has not been the case so far. As we wrote last year, we expected that the Fed would taper its bond purchases and that interest rates would rise modestly.

The U.S. bond market has benefited from economic malaise in Europe and China as investors have sought refuge from economic and geopolitical events occurring worldwide. Europe was showing signs of a sustainable recovery, but is now on the verge of a third recession in six years partly due to the Russia/Ukraine situation. China has seen economic growth slow to 6%, which for that country seems like a recession. Compared to other parts of the world, the U.S. looks like a safe haven, thus helping to keep interest rates low.

Almost any financial instrument with a credit component outside of Treasuries benefited from the slowly improving U.S. economy and better financial ratios. Corporate bonds easily outperformed government bonds over the past 12 months. As the fiscal year was coming to a close in September, increased volatility in the equity market flowed into the bond market causing yield spreads to widen but not enough to offset a good year.

OUTLOOK

Volatility in the equity and fixed-income markets has been headline worthy, but is much more normal than the relative calm experienced since the summer of 2011 when the U.S.

credit rating was downgraded by Standard & Poor’s, as the country was on the verge of not making interest or principal payments on the government’s debt. The furor subsided when Congress finally acted to increase taxes and raise the debt ceiling. Interest rates actually fell during that time. We expect the markets to be volatile over the next several months as the issues mentioned above are worked through. Once bond investors refocus on the fundamentals of the U.S. economy, they should become more comfortable with the stronger economic growth, lower unemployment and low inflation. The rate of inflation will impact the pace of change in interest rates next year. Favorable economic conditions and low inflation should allow the Fed to start raising rates later in 2015 at a very slow pace. Another factor supporting a slow pace for rate increases is the substantial debt of the U.S. government, now over $17 trillion.

The following review of the three major areas of the fixed-income market in which the Fund invests shows how the Fund is positioned going into the new fiscal year.

U.S. Treasury securities and government-agency bonds make up about 33% of the Fund (9% and 24%, respectively). These bonds are the most liquid, highest-quality bonds in the portfolio. Our investments in Treasuries are typically used to manage the effective duration of the Fund and to provide liquidity for raising cash as needed. Government-agency bonds provide additional yield and have call options to add even more income to the portfolio. The low absolute level of yields will make returns in these securities challenging in 2015.

Corporate bonds comprise about 41% of the Fund. Corporations’ strong earnings and balance sheets entering the fiscal year bode well for credit spreads. We expect corporate bonds to provide better value than Treasuries or agencies. Additional income from corporate bonds will help offset some of the potential price drops if interest rates rise.

Mortgage-backed securities make up 20% of the portfolio and are the Fund’s third largest area of investment. This weighting is down from about 24% last year as we restructured the Fund to be more defensive against rising interest rates. The rate environment over the past year allowed us to do this conscientiously and opportunistically. As long as rates do not rise dramatically, these bonds should provide the potential for a good return in the coming year.

The magnitude of the Fed’s interest-rate increases will ultimately decide the size of returns for bond investors in 2015. We are cautiously optimistic that the Fed will be diligent and slow in changing rates.

Thank you for entrusting us with the opportunity to manage your assets.


WASATCH-1ST SOURCE INCOME FUND (FMEQX) — Portfolio Summary		*SEPTEMBER 30, 2014 (UNAUDITED)*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		10 YEARS
Income		1.91%		2.36%		3.13%
Barclays Capital U.S. Intermediate Government/Credit Bond Index		2.20%		3.42%		4.05%

As of the January 31, 2014 prospectus, the Total Annual Fund Operating Expenses for the Wasatch-1st Source Income Fund are 0.73%. The expense ratio shown elsewhere in this report may be different. Expenses include direct expenses paid to the Advisor as well as indirect expenses incurred by the Fund as a result of its investments in other investment companies (each an “Acquired Fund”). See the prospectus for additional information regarding Fund expenses.

Investments in fixed income funds are subject to the same interest rate, inflation, credit and other risks associated with the underlying bonds. Return of principal is not guaranteed.

TOP 10 HOLDINGS*


Holding	Maturity Date		% of Net Assets
U.S. Treasury Note, 3.250%		12/31/16		4.2%
U.S. Treasury Note, 3.625%		8/15/19		4.1%
General Electric Capital Corp., MTN, 5.400%		2/15/17		2.2%
Federal Home Loan Mortgage Corp., 2.500%		5/27/16		1.8%
Federal Home Loan Mortgage Corp., 0.800%		11/14/16		1.7%
Federal Home Loan Bank, Series 0000, 1.500%		11/8/22		1.7%


Holding	Maturity Date		% of Net Assets
Federal Home Loan Mortgage Corp., MTN, 2.000%		10/22/21		1.7%
Federal National Mortgage Assoc., Series AL2525, 3.500%		6/1/32		1.6%
Citibank Credit Card Issuance Trust, Series 2007-A8, Class A8, 5.650%		9/20/19		1.4%
BB&T Corp., MTN, 2.150%		3/22/17		1.3%

As of September 30, 2014, there were 142 holdings in the Fund. Repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

INVESTMENTS & CASH

LOGO

†	Also includes Other Assets & Liabilities.

GROWTHOFA HYPOTHETICAL $10,000 INVESTMENT

LOGO

Past performance does not predict future performance. The graph above does not reflect the deduction of fees, sales charges, or taxes that you would pay on fund distributions or the redemption of fund shares. Wasatch does not charge any sales fees. The Barclays Capital U.S. Intermediate Government/Credit Bond Index is an unmanaged index considered representative of the performance of government and corporate bonds with maturities of less than 10 years. You cannot invest directly in this or any index.


WASATCH-HOISINGTON U.S. TREASURY FUND (WHOSX) — Management Discussion		*SEPTEMBER 30, 2014 (UNAUDITED)*

LOGO

Van Hoisington

Lead Portfolio Manager

OVERVIEW

Poor economic conditions domestically and globally along with falling inflationary pressures have produced a substantial rally in the long end of the U.S. Treasury bond market. In addition, the dollar has rallied strongly, contributing to the appeal of long-dated coupon (maturities longer than 20 years) and zero-coupon securities like those held in the Wasatch-Hoisington U.S. Treasury Fund. The

30-year Treasury bond yield closed the fiscal year at 3.20%, down from 3.68% a year ago, resulting in a 14.54% return for the Fund for the 12-month period ended September 30, 2014. This gain far outpaced the 3.96% increase in the benchmark Barclays Capital U.S. Aggregate Bond Index for the same period.

For the five and 10 years ended September 30, 2014, the Fund produced an average annual return of 7.53% and 7.72%, respectively, versus 4.12% and 4.62% for the Index over the same time frames. The Fund garnered an excess return of 3.41 percentage points and 3.10 percentage points compounded, respectively, for the five- and 10-year periods.

DETAILSOFTHE YEAR

As the fiscal year was coming to an end, economic momentum was faltering. Despite the Federal Reserve’s use of all its conventional techniques and numerous experimental measures, the U.S. economy has continued to lose momentum. In the first half of the year, real gross domestic product (GDP) grew at only a 1.2% annual rate while real per capita GDP increased by a minimal 0.3% annual rate. Such increases are insufficient to raise the standard of living, which, as measured by real median household income, stands at the same level as it did 17 years ago.

Over the five years ended June 30, 2014, real GDP expanded at a paltry 2.2% annual rate. In comparison, from 1791 through 1999, the growth in real GDP was 3.9% per annum. Similarly, real per capita GDP recorded a dismal 1.4% annual growth rate over the past five years, 26% less than the long-term growth rate. A large contributor to this remarkable downshift in economic growth was that in 1999 the combined public and private debt reached a critical range of 250% to 275% of GDP. Econometric studies have shown that a country’s growth rate will lose about 25% of its “normal experience growth rate” when this occurs. Further, as debt relative to GDP moves above critical threshold levels, some researchers have found the negative consequences of debt on economic activity actually worsens at a greater rate, thus becoming non-linear. The post-1999 record is consistent with these findings as the U.S. debt-to-GDP levels swelled to a peak as high as 360%, well above the critical level noted in various economic studies.

In terms of growth, it looks as if the second half of 2014 will continue to follow this slow-growth pattern. Although all of the data has not yet been reported, it appears that the year-over-year growth in real GDP for the just-ended third

calendar quarter is unlikely to exceed the 2.2% pace of the past five years. Economic vigor is absent, and the final quarter of 2014 looks to be weaker than the third quarter.

Poor domestic business conditions in the U.S. are echoed in Europe and Japan. The issue for Europe is whether the economy triple dips into recession or manages to merely stagnate. For Japan, the question is the degree of the erosion in economic activity. This is for an economy where nominal GDP has been unchanged for almost 22 years. U.S. growth is outpacing that of Europe and Japan primarily because those economies carry much higher debt-to-GDP ratios. Based on the latest available data, aggregate debt in the U.S. stands at 334%, compared with 460% in the 18 economies in the eurozone and 655% in Japan. Economic research has suggested that the more advanced the debt sclerosis, the worse the economic performance, and this theory is in fact validated by the real-world data.

Reflecting these conditions, the 30-year U.S. Treasury bond yield decreased 0.16 of a percentage point in the third quarter of 2014. For the first nine calendar months of 2014, this yield dropped 0.77 of a percentage point, a clear reflection of the weakness in the economy and subdued inflation.

OUTLOOK

With the nominal-growth trajectory extremely soft, U.S. Treasury bond yields are likely to continue working lower as similar circumstances have created declines in government-bond yields in Europe and Japan. Viewing the yields overseas, it is evident that ample downside still exists for long U.S. Treasury bond yields, as higher U.S. yields offer global investors an incentive to continue to move funds into U.S. Treasury bonds.

Another factor suggesting lower long-term U.S. Treasury yields is the strength of the U.S. dollar. In many industries, the price leader for certain goods in the U.S. is in fact a foreign producer. When the dollar rallies, this leads to what economists sometimes call the “collapsing umbrella.” As the dollar rises, the foreign producer cuts U.S. selling prices, forcing domestic producers to match the lower prices. This reinforces the prospect for lower inflation as nominal GDP wanes. Falling bond yields and lower inflation would bode well for the Wasatch-Hoisington U.S. Treasury Fund and its investments in long-dated U.S. Treasury bonds.

Thank you for the opportunity to manage your assets.


WASATCH-HOISINGTON U.S. TREASURY FUND (WHOSX) — Portfolio Summary		*SEPTEMBER 30, 2014 (UNAUDITED)*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		10 YEARS
U.S. Treasury		14.54%		7.53%		7.72%
Barclays Capital U.S. Aggregate Bond Index		3.96%		4.12%		4.62%

As of the January 31, 2014 prospectus, the Total Annual Fund Operating Expenses for the Wasatch-Hoisington U.S. Treasury Fund are 0.71%. The expense ratio shown elsewhere in this report may be different. See the prospectus for additional information regarding Fund expenses.

Investments in fixed income funds are subject to the same interest rate, inflation, credit and other risks associated with the underlying bonds. Return of principal is not guaranteed.

TOP 10 HOLDINGS*


Holding	Maturity Date		% of Net Assets
U.S. Treasury Strip, principal only		2/15/31		14.2%
U.S. Treasury Bond, 3.125%		11/15/41		12.4%
U.S. Treasury Strip, principal only		2/15/37		12.1%
U.S. Treasury Strip, principal only		2/15/43		11.6%
U.S. Treasury Bond, 3.750%		11/15/43		7.4%


Holding	Maturity Date		% of Net Assets
U.S. Treasury Strip, principal only		5/15/39		7.1%
U.S. Treasury Bond, 4.500%		5/15/38		5.5%
U.S. Treasury Strip, principal only		5/15/40		5.1%
U.S. Treasury Bond, 2.875%		5/15/43		5.0%
U.S. Treasury Bond, 3.500%		2/15/39		4.6%

As of September 30, 2014, there were 17 holdings in the Fund. Repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

INVESTMENTS & CASH

LOGO

†	Also includes Other Assets & Liabilities.

GROWTHOFA HYPOTHETICAL $10,000 INVESTMENT

LOGO

Past performance does not predict future performance. The graph above does not reflect the deduction of fees, sales charges, or taxes that you would pay on fund distributions or the redemption of fund shares. Wasatch does not charge any sales fees. The Barclays Capital U.S. Aggregate Bond Index covers the U.S. investment grade fixed rate bond market, including government and corporate securities, agency mortgage pass-through securities, and asset-backed securities. You cannot invest directly in this or any index.


WASATCH FUNDS MANAGEMENT DISCUSSIONS — Definitions of Financial Terms				*SEPTEMBER 30, 2014 (UNAUDITED)*

Someone who is “bearish” or “a bear” is pessimistic with regard to the stock market’s prospects.

Someone who is “bullish” or “a bull” is optimistic with regard to the stock market’s prospects.

A call option is an agreement that gives an investor the right (but not the obligation) to buy a stock, bond, commodity, or other financial instrument from the seller of the option for a certain price (the strike price) at a certain time (the expiration date).

The “cloud” is the Internet. Cloud-computing is a model for delivering information technology services in which resources are retrieved from the Internet through web-based tools and applications rather than from a direct connection to a server.

A corporate bond is a debt security issued by a corporation for the purpose of raising money to expand its business.

Correlation, in the financial world, is a statistical measure of how asset classes, securities, markets, or countries move in relation to each other.

A credit rating is an assessment of the credit worthiness of individuals, corporations or countries. It is based upon the history of borrowing and repayment, as well as the availability of assets and extent of liabilities. Ratings are issued by S&P or Moody’s and typically range from AAA (highest) to D (lowest). For information on the rating agency’s methodology visit: http://www.standardandpoors.com/home/en/us and http://www.moodys.com.

Debt-to-GDP ratio is a measure of a country’s federal debt in relation to its gross domestic product (GDP). The higher the debt-to-GDP ratio, the less likely the country will be to pay back its debt, and the higher its risk of default.

Dividend yield is a company’s annual dividend payments divided by its market capitalization, or the dividend per share divided by the price per share. For example, a company whose stock sells for $30 per share that pays an annual dividend of $3 per share has a dividend yield of 10%.

Earnings growth is a measure of growth in a company’s net income over a specific period, often one year.

Earnings-per-share (EPS) is the portion of a company’s profit allocated to each outstanding share of common stock. EPS growth rates help investors identify companies that are increasing or decreasing in profitability.

Effective duration is a measure of the responsiveness of a bond’s price to market interest rate changes. For example, if the interest rate increased 1%, a bond with an effective duration of five years would experience a decline in price of 5%.

Government-agency bonds are debt securities issued by a U.S. government-sponsored agency.

Gross domestic product (GDP) is a basic measure of a country’s economic performance and is the market value of all final goods and services made within the borders of a country in a year.

An initial public offering (IPO) is a company’s first sale of stock to the public.

The International Monetary Fund (IMF) is an international organization established in 1945 that aims to promote international trade and monetary cooperation, and stabilization of the world’s currencies. The IMF maintains a monetary pool from which member nations can draw in order to

correct a deficit in their balance of payments. It is a specialized agency of the United Nations.

Mortgage-backed securities are debt issues backed by a pool of mortgages. Investors receive payments from the interest and principal payments made on the underlying mortgages.

The MSCI AC World Ex-U.S.A. Small Cap Index is an unmanaged index and includes reinvestment of all dividends of issuers located in countries throughout the world representing developed and emerging markets, excluding securities of U.S. issuers. This index is a free float-adjusted market capitalization index designed to measure the performance of small capitalization securities. You cannot invest directly in this or any index.

The MSCI U.S. Small Cap Index represents the universe of small capitalization companies in the U.S. equity market. You cannot invest directly in this or any index.

Operating margin equals operating income divided by revenues, expressed as a percentage.

Per capita GDP is a measure of the total output of a country that takes the GDP and divides it by the number of people in the country.

The price-to-earnings (P/E) multiple, also known as the P/E ratio, is the price of a stock divided by its earnings per share.

Quantitative easing (QE) is a government monetary policy used to increase the money supply by buying government securities or other securities from the market. Quantitative easing increases the money supply by flooding financial institutions with capital in an effort to promote increased lending and liquidity.

Return on capital is a measure of how effectively a company uses the money, owned or borrowed, that has been invested in its operations.

“Risk-off” is when investors become more cautious and take money out of the market, not being willing to risk it, thus risk off.

“Risk-on” is when investors are seeking the potentially higher returns of riskier assets and put money back in the market willing to risk the money, thus risk on.

Sales growth is the increase in sales over a specified period of time, not necessarily one year.

Valuation is the process of determining the current worth of an asset or company.

VIX is the ticker symbol for the Chicago Board Options Exchange (CBOE) Volatility Index, which shows the market’s expectations of 30-day volatility. It is constructed using the implied volatilities of a wide range of S&P 500 Index options. This volatility is meant to be forward looking and is calculated from both calls and puts. The VIX is a widely used measure of market risk and is often referred to as the “investor fear gauge.”


WASATCH FUNDS — OPERATING EXPENSES		*SEPTEMBER 30, 2014 (UNAUDITED)*

EXPENSE EXAMPLE

As a shareholder of Wasatch Funds, you incur two types of costs: (1) transaction costs, including redemption fees and (2) ongoing costs, including management fees and other fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in a Wasatch Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000.00 invested at the beginning of the period and held for the entire six month period ended September 30, 2014.

ACTUAL EXPENSES

The first line of the table below provides information about actual account values and actual expenses, based upon the actual total return of the fund during the most recent six month period ended September 30, 2014. You may use the information in this line, together with the amount you invested, to estimate the expenses you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

HYPOTHETICAL EXAMPLEFOR COMPARISON PURPOSES

The second line of the table below provides information about hypothetical account values and hypothetical expenses

based on a fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in a Wasatch Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

In addition, the Funds charge a $15.00 IRA distribution fee, a $12.50 IRA annual maintenance fee and a $15.00 fee for redemptions paid by wire. To the extent these fees apply to your account, your expenses paid during the period would be higher and your ending account value would be lower than the amounts shown in the table below. If another fund’s fees differ from those listed above, your expenses paid and your ending account value could be higher or lower than those of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

A Fund’s annualized expense ratio may vary as a result of various factors including expenses that are not reimbursable under the contractual agreement between the Fund and the Advisor such as interest, taxes, brokerage commissions, other investment related costs, dividend expense on short sales, and extraordinary expenses. The Long/Short Fund — Investor Class and the Income Fund have no contractual limitation on expenses.


WASATCH FUNDS — OPERATING EXPENSES *(continued)*


	Account Value				Expenses Paid During Period*		Annualized Expense Ratio*
Fund/Class and Return	Beginning of Period April 1, 2014		End of Period September 30, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Core Growth Fund — Investor Class
Actual		$1,000.00		$976.80		$5.85		1.18%
Hypothetical (5% before expenses)		$1,000.00		$1,019.15		$5.97		1.18%
Core Growth Fund — Institutional Class
Actual		$1,000.00		$977.00		$5.55		1.12%
Hypothetical (5% before expenses)		$1,000.00		$1,019.45		$5.67		1.12%
Emerging India Fund
Actual		$1,000.00		$1,252.30		$11.12		1.97%
Hypothetical (5% before expenses)		$1,000.00		$1,015.19		$9.95		1.97%
Emerging Markets Select Fund — Investor Class
Actual		$1,000.00		$1,047.70		$8.73		1.70%
Hypothetical (5% before expenses)		$1,000.00		$1,016.55		$8.59		1.70%
Emerging Markets Select Fund — Institutional Class
Actual		$1,000.00		$1,048.40		$7.75		1.51%
Hypothetical (5% before expenses)		$1,000.00		$1,017.50		$7.64		1.51%
Emerging Markets Small Cap Fund
Actual		$1,000.00		$1,066.10		$10.10		1.95%
Hypothetical (5% before expenses)		$1,000.00		$1,015.29		$9.85		1.95%
Frontier Emerging Small Countries Fund
Actual		$1,000.00		$1,047.30		$11.55		2.25%
Hypothetical (5% before expenses)		$1,000.00		$1,013.79		$11.36		2.25%
Global Opportunities Fund
Actual		$1,000.00		$1,000.00		$9.12		1.82%
Hypothetical (5% before expenses)		$1,000.00		$1,015.94		$9.20		1.82%
Heritage Growth Fund
Actual		$1,000.00		$960.60		$4.67		0.95%
Hypothetical (5% before expenses)		$1,000.00		$1,020.31		$4.81		0.95%
International Growth Fund
Actual		$1,000.00		$938.40		$7.19		1.48%
Hypothetical (5% before expenses)		$1,000.00		$1,017.65		$7.49		1.48%
International Opportunities Fund
Actual		$1,000.00		$1,040.40		$11.51		2.25%
Hypothetical (5% before expenses)		$1,000.00		$1,013.79		$11.36		2.25%
Large Cap Value Fund — Investor Class
Actual		$1,000.00		$1,031.30		$5.60		1.10%
Hypothetical (5% before expenses)		$1,000.00		$1,019.55		$5.57		1.10%
Large Cap Value Fund — Institutional Class
Actual		$1,000.00		$1,032.80		$4.99		0.98%
Hypothetical (5% before expenses)		$1,000.00		$1,020.16		$4.96		0.98%
Long/Short Fund — Investor Class
Actual		$1,000.00		$998.20		$7.56		1.51%
Hypothetical (5% before expenses)		$1,000.00		$1,017.50		$7.64		1.51%
Long/Short Fund — Institutional Class
Actual		$1,000.00		$999.40		$6.92		1.38%
Hypothetical (5% before expenses)		$1,000.00		$1,018.15		$6.98		1.38%
Micro Cap Fund
Actual		$1,000.00		$910.90		$9.15		1.91%
Hypothetical (5% before expenses)		$1,000.00		$1,015.49		$9.65		1.91%
Micro Cap Value Fund
Actual		$1,000.00		$929.20		$9.43		1.95%
Hypothetical (5% before expenses)		$1,000.00		$1,015.29		$9.85		1.95%
Small Cap Growth Fund
Actual		$1,000.00		$949.40		$5.91		1.21%
Hypothetical (5% before expenses)		$1,000.00		$1,019.00		$6.12		1.21%


		*SEPTEMBER 30, 2014 (UNAUDITED)*


	Account Value				Expenses Paid During Period*		Annualized Expense Ratio*
Fund/Class and Return	Beginning of Period April 1, 2014		End of Period September 30, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Small Cap Value Fund — Investor Class
Actual		$1,000.00		$979.30		$5.90		1.19%
Hypothetical (5% before expenses)		$1,000.00		$1,019.10		$6.02		1.19%
Small Cap Value Fund — Institutional Class
Actual		$1,000.00		$979.50		$5.71		1.15%
Hypothetical (5% before expenses)		$1,000.00		$1,019.30		$5.82		1.15%
Strategic Income Fund
Actual		$1,000.00		$1,058.60		$4.90		0.95%
Hypothetical (5% before expenses)		$1,000.00		$1,020.31		$4.81		0.95%
Ultra Growth Fund
Actual		$1,000.00		$909.70		$6.22		1.30%
Hypothetical (5% before expenses)		$1,000.00		$1,018.55		$6.58		1.30%
World Innovators Fund
Actual		$1,000.00		$954.00		$8.57		1.75%
Hypothetical (5% before expenses)		$1,000.00		$1,016.29		$8.85		1.75%
Income Fund
Actual		$1,000.00		$1,009.00		$3.53		0.70%
Hypothetical (5% before expenses)		$1,000.00		$1,021.56		$3.55		0.70%
U.S. Treasury Fund
Actual		$1,000.00		$1,093.80		$3.57		0.68%
Hypothetical (5% before expenses)		$1,000.00		$1,021.66		$3.45		0.68%

*Expenses are equal to a fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the full fiscal year (183/365).


WASATCH CORE GROWTH FUND (WGROX / WIGRX) — Schedule of Investments


Shares			Value

		COMMON STOCKS 98.8%

		Airlines 6.5%
	247,674	Allegiant Travel Co.	$	30,627,367
	414,578	Spirit Airlines, Inc.*		28,663,923

				59,291,290

		Application Software 5.8%
	215,701	ANSYS, Inc.*		16,322,095
	233,083	Tyler Technologies, Inc.*		20,604,537
	109,176	Ultimate Software Group, Inc.*		15,449,496

				52,376,128

		Asset Management & Custody Banks 3.3%
	597,285	SEI Investments Co.		21,597,825
	45,851	Virtus Investment Partners, Inc.		7,964,319

				29,562,144

		Automotive Retail 0.9%
	176,353	Monro Muffler Brake, Inc.		8,558,411

		Biotechnology 2.9%
	1,468,511	Abcam plc (United Kingdom)		9,574,208
	456,604	Seattle Genetics, Inc.*		16,976,537

				26,550,745

		Commercial Printing 1.2%
	1,328,257	InnerWorkings, Inc.*		10,745,599

		Consumer Finance 5.9%
	164,316	Credit Acceptance Corp.*		20,715,318
	133,882	First Cash Financial Services, Inc.*		7,494,715
	1,856,400	Mahindra & Mahindra Financial Services Ltd. (India)		8,187,878
	322,036	Portfolio Recovery Associates, Inc.*		16,819,940

				53,217,851

		Data Processing & Outsourced Services 5.5%
	80,874	Alliance Data Systems Corp.*		20,078,588
	351,631	ExlService Holdings, Inc.*		8,583,313
	252,579	NeuStar, Inc., Class A*		6,271,536
	171,890	Syntel, Inc.*		15,116,007

				50,049,444

		Distributors 1.4%
	239,077	Pool Corp.		12,891,032

		Diversified Banks 3.7%
	10,926,782	City Union Bank Ltd. (India)		15,206,556
	2,083,820	Yes Bank Ltd. (India)		18,793,519

				34,000,075

		Diversified Support Services 4.8%
	1,393,777	Copart, Inc.*		43,646,127

		Electrical Components & Equipment 2.3%
	538,186	Polypore International, Inc.*		20,940,817

		Environmental & Facilities Services 3.5%
	364,490	Tetra Tech, Inc.		9,104,960
	465,627	Waste Connections, Inc.		22,592,222

				31,697,182

		Health Care Facilities 2.1%
	539,076	Ensign Group, Inc. (The)		18,759,845

		Health Care REITs 0.8%
	539,076	CareTrust REIT, Inc.*		7,708,787


Shares			Value

		Health Care Services 3.8%
	257,292	IPC The Hospitalist Co., Inc.*	$	11,524,109
	418,765	MEDNAX, Inc.*		22,956,697

				34,480,806

		Homebuilding 0.9%
	565,286	Installed Building Products, Inc.*		7,942,268

		Homefurnishing Retail 1.6%
	246,750	Mattress Firm Holding Corp.*		14,819,805

		Human Resource & Employment Services 0.3%
	32,298	51job, Inc. ADR* (China)		966,679
	53,999	TriNet Group, Inc.*		1,390,474

				2,357,153

		Industrial Machinery 2.4%
	307,461	IDEX Corp.		22,250,953

		Internet Retail 0.9%
	155,634	Blue Nile, Inc.*		4,443,351
	224,452	RetailMeNot, Inc.*		3,627,144

				8,070,495

		Internet Software & Services 7.8%
	500,435	Cornerstone OnDemand, Inc.*		17,219,968
	668,571	Dealertrack Technologies, Inc.*		29,022,667
	448,282	Vistaprint N.V.*		24,561,371

				70,804,006

		IT Consulting & Other Services 1.2%
	238,629	EPAM Systems, Inc.*		10,449,564

		Leisure Facilities 2.7%
	489,486	Life Time Fitness, Inc.*		24,689,674

		Life Sciences Tools & Services 4.1%
	573,500	Divi’s Laboratories Ltd. (India)		16,738,846
	358,224	ICON plc* (Ireland)		20,501,159

				37,240,005

		Oil & Gas Equipment & Services 2.0%
	117,555	Dril-Quip, Inc.*		10,509,417
	298,022	TGS-NOPEC Geophysical Co. ASA (Norway)		7,577,538

				18,086,955

		Oil & Gas Exploration & Production 0.8%
	309,124	Ultra Petroleum Corp.*		7,190,224

		Oil & Gas Refining & Marketing 1.3%
	291,271	World Fuel Services Corp.		11,627,538

		Personal Products 1.9%
	388,051	Nu Skin Enterprises, Inc., Class A		17,473,937

		Research & Consulting Services 2.7%
	686,436	Acacia Research Corp.		10,626,029
	235,748	Corporate Executive Board Co. (The)		14,161,383

				24,787,412

		Semiconductors 2.5%
	307,265	Melexis N.V. (Belgium)		14,005,923
	158,407	Power Integrations, Inc.		8,539,721

				22,545,644

		Specialized Finance 0.8%
	230,065	CRISIL Ltd. (India)		7,413,040

		Specialty Chemicals 2.0%
	326,281	Balchem Corp.		18,457,716


		*SEPTEMBER 30, 2014*


Shares			Value

		Specialty Stores 0.6%
	131,345	Hibbett Sports, Inc.*	$	5,599,237

		Systems Software 1.3%
	809,530	Infoblox, Inc.*		11,940,568

		Trading Companies & Distributors 2.4%
	221,302	MSC Industrial Direct Co., Inc., Class A		18,912,469
	81,514	Rush Enterprises, Inc., Class B*		2,438,084

				21,350,553

		Trucking 4.2%
	600,940	Knight Transportation, Inc.		16,459,747
	302,485	Old Dominion Freight Line, Inc.*		21,367,540

				37,827,287


		Total Common Stocks (cost $586,024,330)		897,400,317


Principal Amount			Value

		SHORT-TERM INVESTMENTS 1.4%

		Repurchase Agreement 1.4%
	$13,047,775	Repurchase Agreement dated 9/30/14, 0.00% due 10/1/14 with State Street Bank and Trust Co. collateralized by $13,345,000 of United States Treasury Notes 1.750% due 9/30/19; value: $13,311,638; repurchase proceeds: $13,047,775 (cost $13,047,775)	$	13,047,775


		Total Short-Term Investments (cost $13,047,775)		13,047,775


		Total Investments (cost $599,072,105) 100.2%		910,448,092

		Liabilities less Other Assets (0.2%)		(1,993,077	)


		NET ASSETS 100.0%	$	908,455,015


		*Non-income producing. ADR American Depositary Receipt. REIT Real Estate Investment Trust. See Notes to Financial Statements.

At September 30, 2014, Wasatch Core Growth Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Belgium		1.6
China		0.1
India		7.4
Ireland		2.3
Norway		0.8
United Kingdom		1.1
United States		86.7

TOTAL		100.0	%


WASATCH EMERGING INDIA FUND (WAINX) — Schedule of Investments


Shares			Value

		COMMON STOCKS 88.6%

		Air Freight & Logistics 1.3%
	6,654	Blue Dart Express Ltd. (India)	$	571,742

		Apparel, Accessories & Luxury Goods 2.8%
	3,801	Page Industries Ltd. (India)		485,465
	40,931	Titan Co. Ltd. (India)		270,465
	35,366	Vaibhav Global Ltd.* (India)		495,903

				1,251,833

		Application Software 0.7%
	153,820	Vakrangee Ltd. (India)		314,190

		Auto Parts & Equipment 3.1%
	2,318	Bosch Ltd. (India)		559,233
	12,604	WABCO India Ltd. (India)		795,913

				1,355,146

		Biotechnology 1.0%
	54,072	Biocon Ltd. (India)		436,884

		Building Products 1.6%
	69,368	Kajaria Ceramics Ltd. (India)		713,223

		Commodity Chemicals 2.5%
	99,720	Berger Paints India Ltd. (India)		610,656
	47,842	Supreme Industries Ltd. (India)		502,046

				1,112,702

		Construction Machinery & Heavy Trucks 2.0%
	4,544	Eicher Motors Ltd. (India)		882,901

		Consumer Finance 5.7%
	153,931	Mahindra & Mahindra Financial Services Ltd. (India)		678,931
	72,843	Repco Home Finance Ltd. (India)		497,729
	29,111	Shriram City Union Finance Ltd. (India)		789,523
	37,425	Shriram Transport Finance Co., Ltd. (India)		567,768

				2,533,951

		Diversified Banks 5.6%
	72,755	Axis Bank Ltd. (India)		446,119
	328,082	City Union Bank Ltd. (India)		456,584
	404,050	DCB Bank Ltd.* (India)		549,550
	52,345	IndusInd Bank Ltd. (India)		525,060
	21,970	Kotak Mahindra Bank Ltd. (India)		358,827
	16,800	Yes Bank Ltd. (India)		151,516

				2,487,656

		Diversified Chemicals 1.9%
	16,826	BASF India Ltd. (India)		356,109
	77,796	Pidilite Industries Ltd. (India)		500,207

				856,316

		Diversified Real Estate Activities 0.8%
	229,502	Delta Corp. Ltd. (India)		330,727

		Electric Utilities 1.3%
	349,743	OPG Power Ventures plc* (India)		566,864

		Electrical Components & Equipment 2.8%
	87,645	Amara Raja Batteries Ltd. (India)		847,216
	28,220	V-Guard Industries Ltd. (India)		404,840

				1,252,056


Shares			Value

		Fertilizers & Agricultural Chemicals 2.9%
	14,163	Bayer CropScience Ltd. (India)	$	550,995
	97,982	Rallis India Ltd. (India)		359,262
	68,722	UPL Ltd. (India)		377,882

				1,288,139

		Footwear 0.7%
	13,815	Bata India Ltd. (India)		297,293

		Health Care Facilities 0.9%
	22,088	Apollo Hospitals Enterprise Ltd. (India)		404,100

		Heavy Electrical Equipment 1.1%
	86,039	TD Power Systems Ltd. (India)		462,515

		Household Appliances 0.5%
	4,244	Hawkins Cookers Ltd. (India)		209,245

		Household Products 0.5%
	52,625	Jyothy Laboratories Ltd. (India)		203,223

		Housewares & Specialties 1.7%
	136,575	LA Opala RG Ltd. (India)		744,573

		Industrial Machinery 4.9%
	38,906	AIA Engineering Ltd. (India)		586,488
	41,643	Cummins India Ltd. (India)		454,425
	8,047	FAG Bearings India Ltd. (India)		375,998
	159,870	Sarine Technologies Ltd. (Israel)		382,194
	20,530	SKF India Ltd. (India)		366,322

				2,165,427

		Internet Retail 1.7%
	26,277	MakeMyTrip Ltd.* (India)		731,289

		Internet Software & Services 0.4%
	7,169	Just Dial Ltd. (India)		189,672

		IT Consulting & Other Services 8.3%
	17,495	CMC Ltd. (India)		627,735
	16,257	Cognizant Technology Solutions Corp., Class A*		727,826
	30,275	HCL Technologies Ltd. (India)		841,337
	45,297	Persistent Systems Ltd. (India)		1,037,812
	10,467	Tech Mahindra Ltd. (India)		421,273

				3,655,983

		Life Sciences Tools & Services 1.0%
	15,087	Divi’s Laboratories Ltd. (India)		440,347

		Packaged Foods & Meats 2.4%
	29,224	Britannia Industries Ltd. (India)		641,168
	2,821	GlaxoSmithKline Consumer Healthcare Ltd. (India)		257,845
	1,639	Nestlé India Ltd. (India)		158,380

				1,057,393

		Personal Products 5.7%
	77,698	Bajaj Corp. Ltd. (India)		323,637
	15,541	Colgate-Palmolive India Ltd. (India)		439,091
	136,037	Dabur India Ltd. (India)		488,993
	51,372	Godrej Consumer Products Ltd. (India)		813,335
	38,113	Marico Ltd. (India)		192,416
	2,942	Procter & Gamble Hygiene & Health Care Ltd. (India)		257,699

				2,515,171


		*SEPTEMBER 30, 2014*


Shares			Value

		Pharmaceuticals 11.9%
	74,980	Glenmark Pharmaceuticals Ltd. (India)	$	870,841
	46,485	IPCA Laboratories Ltd. (India)		596,116
	48,383	Lupin Ltd. (India)		1,091,516
	1,144,080	Marksans Pharma Ltd. (India)		1,092,952
	44,898	Natco Pharma Ltd. (India)		1,067,200
	38,938	Torrent Pharmaceuticals Ltd. (India)		550,403

				5,269,028

		Publishing 0.7%
	56,279	D.B. Corp. Ltd. (India)		316,205

		Restaurants 1.0%
	21,788	Jubilant Foodworks Ltd.* (India)		431,456

		Specialized Consumer Services 0.0%
	671	Marico Kaya Enterprises Ltd.* (India)		6,542

		Specialized Finance 3.5%
	27,190	Credit Analysis & Research Ltd. (India)		664,782
	15,820	CRISIL Ltd. (India)		509,744
	9,035	ICRA Ltd. (India)		380,513

				1,555,039

		Specialty Chemicals 1.0%
	43,937	Asian Paints Ltd. (India)		448,192

		Systems Software 0.4%
	73,973	KPIT Technologies Ltd. (India)		191,640

		Thrifts & Mortgage Finance 2.9%
	201,102	Gruh Finance Ltd. (India)		624,211
	25,953	Housing Development Finance Corp. Ltd. (India)		442,705
	36,710	LIC Housing Finance Ltd. (India)		193,179

				1,260,095

		Wireless Telecommunication Services 1.4%
	234,207	Idea Cellular Ltd. (India)		628,749


		Total Common Stocks (cost $29,051,314)		39,137,507


Principal Amount			Value
		SHORT-TERM INVESTMENTS 10.5%

		Repurchase Agreement 10.5%
	$4,616,986	Repurchase Agreement dated 9/30/14, 0.00% due 10/1/14 with State Street Bank and Trust Co. collateralized by $4,725,000 of United States Treasury Notes 1.750% due 9/30/19; value: $4,713,188; repurchase proceeds: $4,616,986 (cost $4,616,986)	$	4,616,986


		Total Short-Term Investments (cost $4,616,986)		4,616,986


		Total Investments (cost $33,668,300) 99.1%		43,754,493

		Other Assets less Liabilities 0.9%		395,276


		NET ASSETS 100.0%	$	44,149,769


		*Non-income producing. See Notes to Financial Statements.

At September 30, 2014, Wasatch Emerging India Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
India		97.2
Israel		1.0
United States		1.8

TOTAL		100.0	%


WASATCH EMERGING MARKETS SELECT FUND (WAESX / WIESX) — Schedule of Investments


Shares			Value

		COMMON STOCKS 98.8%

		Airport Services 2.1%
	182,300	Grupo Aeroportuario del Pacifico S.A.B. de C.V., Class B (Mexico)	$	1,228,703

		Casinos & Gaming 4.8%
	178,109	Galaxy Entertainment Group Ltd. (Hong Kong)		1,034,524
	425,677	Melco International Development Ltd. (China)		986,804
	156,600	Sands China Ltd. (Hong Kong)		816,817

				2,838,145

		Construction & Engineering 3.0%
	128,424	Promotora y Operadora de Infraestructura S.A.B. de C.V.* (Mexico)		1,757,932

		Construction Materials 3.7%
	242,591	Cemex Latam Holdings S.A.* (Colombia)		2,156,391

		Diversified Banks 22.9%
	387,933	Abu Dhabi Commercial Bank PJSC (United Arab Emirates)		894,592
	187,075	Axis Bank Ltd. (India)		1,147,107
	14,518,599	Banco de Chile (Chile)		1,785,748
	1,130,611	BBVA Banco Continental S.A. (Peru)		1,887,608
	130,290	IndusInd Bank Ltd. (India)		1,306,908
	266,800	Kasikornbank Public Co. Ltd. (Thailand)		1,925,403
	1,009,911	Metropolitan Bank & Trust (Philippines)		1,953,324
	489,580	National Bank of Ras Al-Khaimah PSC (United Arab Emirates)		1,222,301
	1,599,389	PT Bank Rakyat Indonesia (Persero) Tbk (Indonesia)		1,368,373

				13,491,364

		Diversified Capital Markets 1.6%
	115,166	Grupo Financiero Interacciones S.A. de C.V., Class O (Mexico)		964,701

		Drug Retail 3.2%
	220,043	Raia Drogasil S.A. (Brazil)		1,873,620

		Food Retail 3.9%
	65,329	BIM Birlesik Magazalar A.S. (Turkey)		1,366,338
	126,367	President Chain Store Corp. (Taiwan)		905,603

				2,271,941

		Health Care Facilities 3.5%
	1,534,137	Bangkok Dusit Medical Services Public Co. Ltd. (Thailand)		875,298
	298,425	Life Healthcare Group Holdings Ltd. (South Africa)		1,177,155

				2,052,453

		Industrial Machinery 1.7%
	85,400	Weg S.A. (Brazil)		992,123

		Internet Software & Services 4.5%
	16,361	MercadoLibre, Inc. (Brazil)		1,777,623
	87,341	SouFun Holdings Ltd. ADR (China)		869,043

				2,646,666

		IT Consulting & Other Services 2.1%
	44,511	HCL Technologies Ltd. (India)		1,236,953

		Life & Health Insurance 3.8%
	127,992	Discovery Ltd. (South Africa)		1,114,595
	195,327	Sanlam Ltd. (South Africa)		1,129,598

				2,244,193

		Managed Health Care 3.0%
	179,122	Qualicorp S.A.* (Brazil)		1,764,089


Shares			Value

		Marine Ports & Services 3.7%
	873,052	International Container Terminal Services, Inc. (Philippines)	$	2,147,734

		Multi-Line Insurance 2.3%
	101,761	BB Seguridade Participacoes S.A. (Brazil)		1,332,400

		Packaged Foods & Meats 5.5%
	48,060	M Dias Branco S.A. (Brazil)		1,907,743
	322,400	Universal Robina Corp. (Philippines)		1,343,408

				3,251,151

		Personal Products 3.1%
	113,727	Godrej Consumer Products Ltd. (India)		1,800,555

		Pharmaceuticals 9.2%
	118,849	Glenmark Pharmaceuticals Ltd. (India)		1,380,349
	78,930	Lupin Ltd. (India)		1,780,654
	2,264,292	Sino Biopharmaceutical Ltd. (China)		2,262,936

				5,423,939

		Soft Drinks 3.0%
	82,823	Coca-Cola Icecek A.S. (Turkey)		1,786,749

		Specialty Chemicals 2.9%
	166,462	Asian Paints Ltd. (India)		1,698,042

		Wireless Telecommunication Services 5.3%
	460,708	Idea Cellular Ltd. (India)		1,236,810
	2,859,478	PT Tower Bersama Infrastructure Tbk (Indonesia)		1,877,376

				3,114,186


		Total Common Stocks (cost $53,661,308)		58,074,030


Principal Amount			Value
		SHORT-TERM INVESTMENTS 0.4%

		Repurchase Agreement 0.4%
	$247,198	Repurchase Agreement dated 9/30/14, 0.00% due 10/1/14 with State Street Bank and Trust Co. collateralized by $270,000 of United States Treasury Bonds 2.875% due 5/15/43; value: $256,163; repurchase proceeds: $247,198 (cost $247,198)	$	247,198


		Total Short-Term Investments (cost $247,198)		247,198


		Total Investments (cost $53,908,506) 99.2%		58,321,228

		Other Assets less Liabilities 0.8%		486,728


		NET ASSETS 100.0%	$	58,807,956


		*Non-income producing. ADR American Depositary Receipt. See Notes to Financial Statements.


		*SEPTEMBER 30, 2014*

At September 30, 2014, Wasatch Emerging Markets Select Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Brazil		16.6
Chile		3.1
China		7.1
Colombia		3.7
Hong Kong		3.2
India		20.0
Indonesia		5.6
Mexico		6.8
Peru		3.2
Philippines		9.4
South Africa		5.9
Taiwan		1.6
Thailand		4.8
Turkey		5.4
United Arab Emirates		3.6

TOTAL		100.0	%


WASATCH EMERGING MARKETS SMALL CAP FUND (WAEMX) — Schedule of Investments


Shares			Value

		COMMON STOCKS 97.1%

		Airport Services 2.8%
	4,724,870	Grupo Aeroportuario del Centro Norte S.A.B. de C.V.* (Mexico)	$	20,841,108
	3,228,329	Malaysia Airports Holdings Berhad (Malaysia)		7,370,884
	1,580,624	TAV Havalimanlari Holding A.S. (Turkey)		12,696,054

				40,908,046

		Apparel Retail 1.3%
	730,541	Mr Price Group Ltd. (South Africa)		13,737,393
	19,122,064	Trinity Ltd. (China)		5,171,686

				18,909,079

		Application Software 1.2%
	830,329	Linx S.A. (Brazil)		17,286,915

		Asset Management & Custody Banks 0.7%
	860,000	CETIP S.A. — Mercados Organizados (Brazil)		10,595,913

		Automotive Retail 0.5%
	448,369	Kolao Holdings (Korea)		7,138,213

		Biotechnology 1.0%
	1,359,637	Biocon Ltd. (India)		10,985,409
	18,324	Medy-Tox, Inc. (Korea)		3,889,672

				14,875,081

		Brewers 0.3%
	1,068,852	Guinness Anchor Berhad (Malaysia)		4,177,010

		Cable & Satellite 0.1%
	13,357,782	PT MNC Sky Vision Tbk (Indonesia)		1,863,622

		Casinos & Gaming 2.5%
	60,872,118	Melco Crown Philippines Resorts Corp.* (Philippines)		17,904,561
	580,777	Paradise Co. Ltd. (Korea)		19,015,253

				36,919,814

		Coal & Consumable Fuels 0.6%
	4,205,909	PT Indo Tambangraya Megah Tbk (Indonesia)		8,965,818

		Commodity Chemicals 1.8%
	4,285,918	Berger Paints India Ltd. (India)		26,245,696
	22,335	SAMHWA Paints Industrial Co. Ltd. (Korea)		269,861

				26,515,557

		Construction & Engineering 1.6%
	8,248,197	China Singyes Solar Technologies Holdings Ltd.* (China)		14,616,910
	595,489	Promotora y Operadora de Infraestructura S.A.B. de C.V.* (Mexico)		8,151,352

				22,768,262

		Construction Materials 4.2%
	1,531,738	Cemex Latam Holdings S.A.* (Colombia)		13,615,617
	84,301,301	PT Holcim Indonesia Tbk (Indonesia)		17,987,967
	1,418,352	Siam City Cement Public Co. Ltd. (Thailand)		18,984,264
	9,900,855	Union Andina de Cementos S.A.A. (Peru)		10,506,611

				61,094,459

		Consumer Finance 3.4%
	2,596,866	Credito Real S.A.B. de C.V. (Mexico)		7,347,660
	4,533,458	Mahindra & Mahindra Financial Services Ltd. (India)		19,995,368
	822,656	Shriram City Union Finance Ltd. (India)		22,311,347

				49,654,375


Shares			Value

		Department Stores 1.0%
	2,372,330	Poya Co. Ltd. (Taiwan)	$	14,817,558

		Distillers & Vintners 0.4%
	507,634	Distell Group Ltd. (South Africa)		6,007,178

		Diversified Banks 3.0%
	10,405,660	EastWest Banking Corp.* (Philippines)		6,248,845
	422,580	Intergroup Financial Services Corp. (Peru)		13,522,560
	7,131,061	Security Bank Corp. (Philippines)		23,326,606

				43,098,011

		Diversified Capital Markets 0.6%
	970,149	Grupo Financiero Interacciones S.A. de C.V., Class O (Mexico)		8,126,562

		Diversified Chemicals 1.9%
	4,249,666	Pidilite Industries Ltd. (India)		27,324,196

		Drug Retail 1.0%
	2,365,015	Clicks Group Ltd. (South Africa)		14,033,211

		Electrical Components & Equipment 0.7%
	1,243,997	Voltronic Power Technology Corp. (Taiwan)		9,773,839

		Electronic Components 0.3%
	424,330	Partron Co. Ltd. (Korea)		3,872,351

		Electronic Equipment & Instruments 1.3%
	6,776,518	Chroma ATE, Inc. (Taiwan)		18,823,971

		Electronic Manufacturing Services 0.6%
	6,711,856	Hana Microelectronics Public Co. Ltd. (Thailand)		8,745,595

		Fertilizers & Agricultural Chemicals 1.3%
	485,071	Bayer CropScience Ltd. (India)		18,871,116

		Food Retail 0.4%
	535,720	Eurocash S.A. (Poland)		5,225,629

		Footwear 0.6%
	241,733	Bata India Ltd. (India)		5,201,995
	109,343	CCC S.A. (Poland)		4,218,768

				9,420,763

		General Merchandise Stores 1.1%
	2,417,869	Taiwan FamilyMart Co. Ltd. (Taiwan)		16,850,646

		Health Care Equipment 0.8%
	208,267	i-SENS, Inc.* (Korea)		11,229,938

		Health Care Facilities 1.2%
	1,924,048	Bumrungrad Hospital Public Co. Ltd. (Thailand)		7,832,670
	6,558,094	Phoenix Healthcare Group Co. Ltd. (China)		10,405,584

				18,238,254

		Health Care Supplies 1.8%
	412,414	Ginko International Co. Ltd. (Taiwan)		5,558,597
	949,344	St. Shine Optical Co. Ltd. (Taiwan)		20,285,462

				25,844,059

		Home Furnishings 1.2%
	163,138	Hanssem Co. Ltd. (Korea)		17,701,304

		Home Improvement Retail 0.5%
	23,011,092	Home Product Center Public Co. Ltd. (Thailand)		7,380,582


		*SEPTEMBER 30, 2014*


Shares			Value

		Hotels, Resorts & Cruise Lines 5.1%
	53,730,800	Bloomberry Resorts Corp.* (Philippines)	$	16,139,294
	292,139	Hotel Shilla Co. Ltd. (Korea)		33,082,787
	21,798,798	Minor International Public Co. Ltd. (Thailand)		24,874,496

				74,096,577

		Human Resource & Employment Services 0.7%
	343,814	51job, Inc. ADR* (China)		10,290,353

		Hypermarkets & Super Centers 2.7%
	277,925	Al Meera Consumer Goods Co. (Qatar)		14,003,470
	703,755	InRetail Peru Corp.* (Peru)		13,371,345
	4,390,595	Puregold Price Club, Inc. (Philippines)		3,394,878
	6,051,998	Robinsons Retail Holdings, Inc. (Philippines)		8,536,382

				39,306,075

		Industrial Machinery 2.1%
	1,881,057	Airtac International Group (Taiwan)		15,181,035
	659,589	Cummins India Ltd. (India)		7,197,701
	851,295	Hiwin Technologies Corp. (Taiwan)		7,611,967

				29,990,703

		Internet Retail 2.8%
	1,130,645	B2W Cia Digital* (Brazil)		15,079,864
	1,927,639	Interpark Corp. (Korea)		22,011,893
	141,908	MakeMyTrip Ltd.* (India)		3,949,300

				41,041,057

		Internet Software & Services 0.8%
	9,900	MercadoLibre, Inc. (Brazil)		1,075,635
	1,049,444	PChome Online, Inc. (Taiwan)		10,211,720

				11,287,355

		IT Consulting & Other Services 3.3%
	1,132,852	Mindtree Ltd. (India)		21,714,219
	676,479	Persistent Systems Ltd. (India)		15,498,993
	4,662,150	Sonda S.A. (Chile)		10,826,812

				48,040,024

		Leisure Products 3.1%
	2,520,082	Giant Manufacturing Co. Ltd. (Taiwan)		19,634,098
	3,755,532	Merida Industry Co. Ltd. (Taiwan)		26,173,105

				45,807,203

		Life & Health Insurance 1.7%
	8,789,644	Bangkok Life Assurance Public Co. Ltd. NVDR (Thailand)		24,396,853

		Managed Health Care 1.4%
	2,142,411	Qualicorp S.A.* (Brazil)		21,099,601

		Marine Ports & Services 2.8%
	243,453	Global Ports Investments plc GDR (Russia)		1,740,689
	9,625,914	International Container Terminal Services, Inc. (Philippines)		23,680,038
	16,063,540	Westports Holdings Berhad (Malaysia)		14,934,857

				40,355,584

		Oil & Gas Equipment & Services 0.1%
	568,186	Gulf Marine Services plc (United Arab Emirates)		1,445,839

		Oil & Gas Exploration & Production 2.1%
	5,310,436	Afren plc* (Nigeria)		8,908,409
	932,961	Dragon Oil plc (United Arab Emirates)		9,019,938
	2,114,213	Gran Tierra Energy, Inc.* (Colombia)		11,712,740
	51,837	Parex Resources, Inc.* (Colombia)		575,941

				30,217,028


Shares			Value

		Packaged Foods & Meats 3.5%
	676,640	Britannia Industries Ltd. (India)	$	14,845,324
	91,586	GlaxoSmithKline Consumer Healthcare Ltd. (India)		8,371,162
	5,392,401	Standard Foods Corp. (Taiwan)		12,142,851
	2,430,747	Ulker Biskuvi Sanayi A.S. (Turkey)		16,110,381

				51,469,718

		Pharmaceuticals 4.3%
	14,683,193	China Animal Healthcare Ltd. (China)		11,365,096
	1,404,885	Glenmark Pharmaceuticals Ltd. (India)		16,316,775
	10,981,922	Marksans Pharma Ltd. (India)		10,491,149
	410,269	Natco Pharma Ltd. (India)		9,751,860
	15,462,400	Sino Biopharmaceutical Ltd. (China)		15,453,140

				63,378,020

		Property & Casualty Insurance 0.5%
	2,715,373	Qualitas Controladora S.A.B. de C.V.** (Mexico)		7,278,601

		Real Estate Operating Companies 1.5%
	11,235,295	Parque Arauco S.A. (Chile)		21,586,483

		Regional Banks 0.9%
	2,475,146	Banregio Grupo Financiero S.A.B. de C.V. (Mexico)		13,739,293

		Restaurants 2.1%
	3,287,023	Alsea S.A.B. de C.V.* (Mexico)		10,379,751
	454,320	Jubilant Foodworks Ltd.* (India)		8,996,654
	903,416	Wowprime Corp. (Taiwan)		10,646,941

				30,023,346

		Retail REITs 0.5%
	16,370,283	CapitaMalls Malaysia Trust (Malaysia)		7,135,956

		Semiconductor Equipment 2.1%
	480,579	Hermes Microvision, Inc. (Taiwan)		20,063,950
	416,246	Koh Young Technology, Inc. (Korea)		11,182,728

				31,246,678

		Semiconductors 2.3%
	1,409,000	Advanced Optoelectronic Technology, Inc. (Taiwan)		3,381,285
	318,177	eMemory Technology, Inc. (Taiwan)		3,561,507
	255,215	LEENO Industrial, Inc. (Korea)		9,831,310
	264,520	Seoul Semiconductor Co. Ltd. (Korea)		6,003,558
	7,631,190	Vanguard International Semiconductor Corp. (Taiwan)		11,188,582

				33,966,242

		Specialized Finance 1.7%
	8,850,290	Chailease Holding Co. Ltd. (Taiwan)		21,500,565
	153,602	Credit Analysis & Research Ltd. (India)		3,755,489

				25,256,054

		Specialty Chemicals 1.4%
	69,548,355	D&L Industries, Inc. (Philippines)		20,115,596

		Systems Software 0.8%
	799,600	Totvs S.A. (Brazil)		12,104,954

		Technology Hardware, Storage & Peripherals 2.3%
	1,198,700	Ennoconn Corp. (Taiwan)		7,940,237
	460,080	KONA I Co. Ltd. (Korea)		17,003,667
	1,038,981	TSC Auto ID Technology Co. Ltd. (Taiwan)		8,385,077

				33,328,981

		Textiles 0.3%
	496,190	Eclat Textile Co. Ltd. (Taiwan)		4,510,151


WASATCH EMERGING MARKETS SMALL CAP FUND (WAEMX) — Schedule of Investments *(continued)*		*SEPTEMBER 30, 2014*


Shares			Value

		Trading Companies & Distributors 1.3%
	619,272	iMarketKorea, Inc. (Korea)	$	18,661,786

		Wireless Telecommunication Services 1.2%
	26,650,413	PT Tower Bersama Infrastructure Tbk (Indonesia)		17,497,194


		Total Common Stocks (cost $1,214,294,923)		1,415,730,232


Principal Amount			Value
		SHORT-TERM INVESTMENTS 0.5%

		Repurchase Agreement 0.5%
	$6,725,048	Repurchase Agreement dated 9/30/14, 0.00% due 10/1/14 with State Street Bank and Trust Co. collateralized by $7,235,000 of United States Treasury Bonds 2.875% due 5/15/43; value: $6,864,206; repurchase proceeds: $6,725,048 (cost $6,725,048)	$	6,725,048


		Total Short-Term Investments (cost $6,725,048)		6,725,048


		Total Investments (cost $1,221,019,971) 97.6%		1,422,455,280

		Other Assets less Liabilities 2.4%		35,426,571


		NET ASSETS 100.0%	$	1,457,881,851


		Non-income producing. *Common units. ADR American Depositary Receipt. GDR Global Depositary Receipt. NVDR Non-Voting Depositary Receipt. REIT Real Estate Investment Trust. See Notes to Financial Statements.

At September 30, 2014, Wasatch Emerging Markets Small Cap Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Brazil		5.5
Chile		2.3
China		4.8
Colombia		1.8
India		17.8
Indonesia		3.3
Korea		12.8
Malaysia		2.4
Mexico		5.4
Nigeria		0.6
Peru		2.6
Philippines		8.4
Poland		0.7
Qatar		1.0
Russia		0.1
South Africa		2.4
Taiwan		18.9
Thailand		6.5
Turkey		2.0
United Arab Emirates		0.7

TOTAL		100.0	%


WASATCH FRONTIER EMERGING SMALL COUNTRIES FUND (WAFMX) — Schedule of Investments		*SEPTEMBER 30, 2014*


Shares			Value

		COMMON STOCKS 93.3%

		Advertising 0.0%
	110,600	Scan Group Ltd. (Kenya)	$	51,399

		Air Freight & Logistics 1.7%
	6,551,520	Agility Public Warehousing Co. KSC (Kuwait)		20,214,432
	3,288,909	Aramex PJSC (United Arab Emirates)		2,865,410

				23,079,842

		Brewers 12.7%
	1,321,873	Carlsberg Brewery Malaysia Berhad (Malaysia)		4,827,325
	7,270,554	Delta Corp. Ltd. (Zimbabwe)		9,379,015
	12,265,372	East African Breweries Ltd. (Kenya)		38,046,003
	4,825,690	Florida Ice & Farm Co. S.A. (Costa Rica)		6,461,581
	262,581	Guinness Anchor Berhad (Malaysia)		1,026,151
	1,074,765	Guinness Ghana Breweries Ltd. (Ghana)		1,012,696
	10,748,081	Guinness Nigeria plc (Nigeria)		14,119,951
	2,256,243	Lion Brewery Ceylon plc (Sri Lanka)		10,898,471
	5,600	Namibia Breweries Ltd. (Namibia)		8,153
	36,605,999	Nigerian Breweries plc (Nigeria)		39,368,505
	337,337	SABMiller plc (United Kingdom)		18,734,803
	608	Societe de Limonaderies et Brasseries (Ivory Coast)		573,556
	79,340	Societe Des Brasseries du Maroc (Morocco)		20,290,739
	275,000	Tanzania Breweries Ltd. (Tanzania, United Republic of)		2,781,157
	6,852	Union de Cervecerias Peruanas Backus y Johnston S.A.A. (Peru)		28,422

				167,556,528

		Building Products 0.6%
	5,344,977	Al Anwar Ceramic Tile Co. (Oman)		7,996,641

		Coal & Consumable Fuels 0.4%
	2,648,700	PT Indo Tambangraya Megah Tbk (Indonesia)		5,646,285

		Commodity Chemicals 0.2%
	123,150	Berger Paints Bangladesh Ltd. (Bangladesh)		1,718,927
	27,000	Paints & Chemical Industries Co. S.A.E. (Egypt)		181,295

				1,900,222

		Construction Materials 4.4%
	1,896,460	Bamburi Cement Co. Ltd. (Kenya)		2,866,989
	4,588,840	Kohat Cement Co. Ltd. (Pakistan)		5,412,581
	15,562,929	Lafarge Africa plc (Nigeria)		12,051,879
	3,450,000	Lafarge Cement Zambia plc* (Zambia)		14,283,439
	9,092,076	Lafarge Republic, Inc. (Philippines)		1,991,535
	5,680,412	Lucky Cement Ltd. (Pakistan)		22,204,467

				58,810,890

		Consumer Finance 0.2%
	10,963,288	Letshego Holdings Ltd. (Botswana)		3,148,075

		Department Stores 0.2%
	2,951,376	Parkson Retail Asia Ltd. (Malaysia)		2,035,751

		Distillers & Vintners 2.6%
	738,191	Distell Group Ltd. (South Africa)		8,735,516
	4,230,100	Distilleries Co. of Sri Lanka plc (Sri Lanka)		6,875,838
	25,119,600	Emperador, Inc. (Philippines)		6,168,303
	6,582,050	Vina Concha y Toro S.A. (Chile)		12,822,104

				34,601,761


Shares			Value

		Diversified Banks 12.4%
	414,422	Banco Latinoamericano de Comercio Exterior S.A., Class E	$	12,714,467
	835,620	Bancolombia S.A. (Colombia)		11,422,344
	10,426,300	Barclays Bank of Kenya Ltd. (Kenya)		2,043,228
	2,078,536	BBVA Banco Continental S.A. (Peru)		3,470,214
	120,144	BLOM Bank SAL (Lebanon)		1,078,893
	659,681	BLOM Bank SAL GDR (Lebanon)		6,233,985
	4,578,100	CAL Bank Ltd. (Ghana)		1,294,113
	16,680,882	Commercial Bank of Ceylon plc (Sri Lanka)		19,939,042
	1,224,200	Commercial International Bank S.A.E (Egypt)		8,595,022
	19,569,100	Equity Bank Ltd. (Kenya)		11,285,651
	497,000	Ghana Commercial Bank Ltd. (Ghana)		771,936
	1,508,371	Guaranty Trust Bank plc GDR (Nigeria)		13,575,339
	26,965,395	Kenya Commercial Bank Ltd. (Kenya)		17,664,900
	4,243,668	MCB Bank Ltd. (Pakistan)		11,624,635
	3,505,596	National Bank of Kuwait SAK (Kuwait)		11,910,155
	4,740,865	National Bank of Ras Al-Khaimah PSC (United Arab Emirates)		11,836,190
	202,000	National Microfinance Bank plc (Tanzania, United Republic of)		528,790
	126,092,227	Stanbic Bank Uganda Ltd.* (Uganda)		1,573,173
	108,891,213	Zenith Bank plc (Nigeria)		16,142,382

				163,704,459

		Diversified Chemicals 0.7%
	427,983	Omnia Holdings Ltd. (South Africa)		8,740,458

		Food Retail 0.9%
	1,500,000	Cargills Ceylon plc (Sri Lanka)		1,897,642
	24,353,700	OK Zimbabwe (Zimbabwe)		4,383,666
	2,768,730	Philippine Seven Corp. (Philippines)		5,614,271

				11,895,579

		Footwear 1.1%
	49,400	Bata Shoe Co. Bangladesh Ltd. (Bangladesh)		716,340
	3,144,226	Forus S.A. (Chile)		13,279,765

				13,996,105

		Health Care Facilities 0.7%
	273,000	Al Noor Hospitals Group plc (United Kingdom)		4,504,432
	653,429	NMC Health plc (United Arab Emirates)		5,051,803

				9,556,235

		Household Products 1.2%
	1,038,070	Unilever Ghana Ltd.* (Ghana)		4,969,484
	36,399,807	Unilever Nigeria plc (Nigeria)		10,396,132

				15,365,616

		Hypermarkets & Super Centers 1.7%
	266,846	PriceSmart, Inc. (Costa Rica)		22,852,691

		Industrial Conglomerates 0.2%
	3,684,458	Innscor Africa Ltd. (Zimbabwe)		2,487,009

		Industrial Gases 0.1%
	71,000	Linde Bangladesh Ltd. (Bangladesh)		789,144

		Integrated Telecommunication Services 1.2%
	356,687	Sonatel (Senegal)		15,797,411

		Marine Ports & Services 1.0%
	338,860	DP World Ltd. (United Arab Emirates)		7,031,345
	2,544,266	International Container Terminal Services, Inc. (Philippines)		6,258,971

				13,290,316


WASATCH FRONTIER EMERGING SMALL COUNTRIES FUND (WAFMX) — Schedule of Investments *(continued)*


Shares			Value

		Oil & Gas Exploration & Production 1.0%
	2,626,665	Pakistan Oilfields Ltd. (Pakistan)	$	13,570,782

		Oil & Gas Refining & Marketing 1.0%
	5,300,185	Chevron Lubricants Lanka plc (Sri Lanka)		13,617,727

		Packaged Foods & Meats 19.8%
	10,448,645	Agthia Group PJSC (United Arab Emirates)		18,490,911
	4,325,433	Alicorp S.A. (Peru)		11,961,101
	24,254,221	Cadbury Nigeria plc (Nigeria)		8,001,744
	15,581	Centrale Laitiere (Morocco)		2,590,220
	6,651,700	Dairibord Holdings Ltd.* (Zimbabwe)		665,170
	104,300	Dutch Lady Milk Industries Berhad (Malaysia)		1,491,135
	1,638,172	FAN Milk Ltd. (Ghana)		2,439,831
	2,382,300	Grupo Herdez S.A.B. de C.V. (Mexico)		6,401,758
	1,013,480	Grupo Nutresa S.A. (Colombia)		13,863,577
	14,526,194	Juhayna Food Industries* (Egypt)		20,316,213
	2,058,090	Kinh Do Corp. (Vietnam)		5,768,760
	7,049	Ledo dd (Croatia)		9,414,228
	517,172	National Foods Holdings (Zimbabwe)		1,603,233
	435,331	Nestlé Lanka plc (Sri Lanka)		7,009,355
	74,400	Nestlé Malaysia Berhad (Malaysia)		1,505,917
	5,896,734	Nestlé Nigeria plc (Nigeria)		37,888,272
	21,076	Nestlé Pakistan Ltd. (Pakistan)		1,520,324
	4,496,250	Olympic Industries Ltd. (Bangladesh)		14,382,189
	14,899,452	PT Indofood CBP Sukses Makmur Tbk (Indonesia)		13,878,439
	721,374	PT Mayora Indah Tbk (Indonesia)		1,805,655
	1,618,714	Ulker Biskuvi Sanayi A.S. (Turkey)		10,728,430
	9,979,996	Universal Robina Corp. (Philippines)		41,585,633
	5,921,876	Vietnam Dairy Products JSC (Vietnam)		29,292,049

				262,604,144

		Personal Products 0.2%
	25,907	Colgate-Palmolive Pakistan Ltd. (Pakistan)		394,092
	160,650	Marico Bangladesh Ltd. (Bangladesh)		2,283,877

				2,677,969

		Pharmaceuticals 5.0%
	2,161,635	Abbott Laboratories Pakistan Ltd. (Pakistan)		12,769,419
	731,293	DHG Pharmaceutical JSC (Vietnam)		3,152,199
	705,189	Egyptian International Pharmaceutical Industrial Co. (Egypt)		5,944,258
	10,526,421	GlaxoSmithKline Consumer Nigeria plc (Nigeria)		4,020,816
	1,854,050	GlaxoSmithKline Pakistan Ltd. (Pakistan)		3,639,060
	226,144	Hikma Pharmaceuticals plc (United Kingdom)		6,352,041
	8,767,887	Square Pharmaceuticals Ltd. (Bangladesh)		29,405,708
	300,000	Traphaco JSC (Vietnam)		1,067,012

				66,350,513

		Publishing 0.2%
	743,422	Nation Media Group Ltd. (Kenya)		2,614,048

		Restaurants 2.0%
	2,504,000	Kuwait Foods Americana*** (Kuwait)		26,737,112

		Soft Drinks 1.2%
	940,900	Arca Continental S.A.B. de C.V. (Mexico)		6,459,372
	241,909	Coca-Cola Icecek A.S. (Turkey)		5,218,727
	36,456,973	Pepsi-Cola Products Philippines, Inc.* (Philippines)		3,899,359

				15,577,458


Shares			Value

		Specialty Chemicals 0.0%
	863,988	Chemical and Allied Products plc (Nigeria)	$	203,947

		Specialty Stores 0.8%
	290,800	FF Group* (Greece)		10,815,119

		Steel 1.0%
	4,790,797	Hoa Phat Group JSC (Vietnam)		12,977,073

		Technology Distributors 0.4%
	2,299,047	FPT Corp. (Vietnam)		5,631,866

		Tobacco 3.4%
	598,500	British American Tobacco Bangladesh Co. Ltd. (Bangladesh)		21,812,859
	1,103,641	British American Tobacco Kenya Ltd. (Kenya)		10,628,570
	1,217,442	Ceylon Tobacco Co. plc (Sri Lanka)		10,781,257
	263,645	Pakistan Tobacco Co. Ltd. (Pakistan)		2,378,588

				45,601,274

		Wireless Telecommunication Services 13.1%
	13,621,760	Econet Wireless Zimbabwe Ltd. (Zimbabwe)		10,488,755
	381,760	Globe Telecom, Inc. (Philippines)		13,806,395
	8,285,600	GrameenPhone Ltd. (Bangladesh)		40,831,008
	214,600	Millicom International Cellular S.A. (Colombia)		17,225,667
	1,893,811	MTN Group Ltd. (South Africa)		39,971,044
	261,610	Philippine Long Distance Telephone Co. (Philippines)		18,059,557
	187,600,961	Safaricom Ltd. (Kenya)		27,205,291
	548,674	Vodacom Group Ltd. (South Africa)		6,316,930

				173,904,647


		Total Common Stocks (cost $1,103,272,323)		1,236,186,096


		PARTICIPATION NOTES 3.4%

		Health Care Facilities 1.0%
	417,264	Al Mouwasat Medical Services, HSBC Bank, 4/13/15, Series 0002 (Saudi Arabia)		13,931,045

		Hypermarkets & Super Centers 1.0%
	427,322	Abdullah Al Othaim Markets, HSBC Bank, 7/31/17, Series 0012 (Saudi Arabia)		13,070,825

		Office Services & Supplies 0.5%
	123,152	Jarir Marketing Co., HSBC Bank, 5/4/15, Series 000R (Saudi Arabia)		6,614,722

		Restaurants 0.9%
	309,723	Herfy Food Services Co., HSBC Bank, 10/8/15, Series 0000 (Saudi Arabia)		8,483,017
	123,889	Herfy Food Services Co., HSBC Bank, 7/6/17, Series 0000 (Saudi Arabia)		3,393,201

				11,876,218


		Total Participation Notes (cost $36,069,586)		45,492,810


		*SEPTEMBER 30, 2014*



Principal Amount			Value
		SHORT-TERM INVESTMENTS 2.7%

		Repurchase Agreement 2.7%
	$35,570,196	Repurchase Agreement dated 9/30/14, 0.00% due 10/1/14 with State Street Bank and Trust Co. collateralized by $38,245,000 of United States Treasury Bonds 2.875% due 5/15/43; value: $36,284,944; repurchase proceeds: $35,570,196 (cost $35,570,196)	$	35,570,196


		Total Short-Term Investments (cost $35,570,196)		35,570,196


		Total Investments (cost $1,174,912,105) 99.4%		1,317,249,102

		Other Assets less Liabilities 0.6%		7,445,193


		NET ASSETS 100.0%	$	1,324,694,295


		Non-income producing. **Security was fair valued under procedures adopted by the Board of Trustees (see Note 14). GDR Global Depositary Receipt. See Notes to Financial Statements.

At September 30, 2014, Wasatch Frontier Emerging Small Countries Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Bangladesh		8.7
Botswana		0.3
Chile		2.0
Colombia		3.3
Costa Rica		2.3
Croatia		0.7
Egypt		2.7
Ghana		0.8
Greece		0.8
Indonesia		1.7
Ivory Coast		0.1
Kenya		8.8
Kuwait		4.6
Lebanon		0.6
Malaysia		0.9
Mexico		1.0
Morocco		1.8
Namibia		<0.1
Nigeria		12.2
Oman		0.6
Pakistan		5.7
Peru		1.2
Philippines		7.6
Saudi Arabia		3.6
Senegal		1.2
South Africa		5.0
Sri Lanka		5.5
Tanzania, United Republic of		0.3
Turkey		1.2
Uganda		0.1
United Arab Emirates		3.5
United Kingdom		2.3
United States		1.0
Vietnam		4.5
Zambia		1.1
Zimbabwe		2.3

TOTAL		100.0	%


WASATCH GLOBAL OPPORTUNITIES FUND (WAGOX) — Schedule of Investments


Shares			Value

		COMMON STOCKS 97.6%

		Airlines 2.8%
	25,423	Allegiant Travel Co.	$	3,143,808
	32,300	Spirit Airlines, Inc.*		2,233,222

				5,377,030

		Airport Services 1.6%
	706,925	Grupo Aeroportuario del Centro Norte S.A.B. de C.V.* (Mexico)		3,118,202

		Apparel, Accessories & Luxury Goods 1.2%
	82,345	Salvatore Ferragamo Italia S.p.A. (Italy)		2,261,768

		Application Software 1.3%
	17,839	Ultimate Software Group, Inc.*		2,524,397

		Asset Management & Custody Banks 0.6%
	7,078	Virtus Investment Partners, Inc.		1,229,449

		Biotechnology 4.7%
	94,091	Abcam plc (United Kingdom)		613,442
	373,892	Biocon Ltd. (India)		3,020,921
	11,427	Medy-Tox, Inc. (Korea)		2,425,632
	79,054	Seattle Genetics, Inc.*		2,939,228

				8,999,223

		Casinos & Gaming 1.0%
	815,225	Melco International Development Ltd. (China)		1,889,853

		Construction & Engineering 1.5%
	212,803	Promotora y Operadora de Infraestructura S.A.B. de C.V.* (Mexico)		2,912,954

		Construction Materials 1.5%
	322,520	Cemex Latam Holdings S.A.* (Colombia)		2,866,880

		Consumer Finance 6.5%
	597,062	Credito Real S.A.B. de C.V. (Mexico)		1,689,347
	437,090	Mahindra & Mahindra Financial Services Ltd. (India)		1,927,839
	52,122	Portfolio Recovery Associates, Inc.*		2,722,332
	130,805	Shriram City Union Finance Ltd. (India)		3,547,577
	171,006	Shriram Transport Finance Co., Ltd. (India)		2,594,302

				12,481,397

		Data Processing & Outsourced Services 3.7%
	33,675	Syntel, Inc.*		2,961,379
	112,170	Wirecard AG (Germany)		4,144,083

				7,105,462

		Diversified Banks 2.6%
	1,045,075	Abu Dhabi Commercial Bank PJSC (United Arab Emirates)		2,409,993
	1,028,400	National Bank of Ras Al-Khaimah PSC (United Arab Emirates)		2,567,535

				4,977,528

		Diversified Chemicals 1.4%
	421,747	Pidilite Industries Ltd. (India)		2,711,718

		Diversified Support Services 1.6%
	97,480	Copart, Inc.*		3,052,586

		Drug Retail 1.2%
	18,170	Cosmos Pharmaceutical Corp. (Japan)		2,304,488

		Electronic Manufacturing Services 1.6%
	44,442	IPG Photonics Corp.*		3,056,721


Shares			Value

		Health Care Facilities 2.9%
	112,601	Apollo Hospitals Enterprise Ltd. (India)	$	2,060,037
	42,781	Ensign Group, Inc. (The)		1,488,779
	495,790	Life Healthcare Group Holdings Ltd. (South Africa)		1,955,673

				5,504,489

		Health Care Services 1.9%
	41,481	CorVel Corp.*		1,412,428
	51,427	IPC The Hospitalist Co., Inc.*		2,303,415

				3,715,843

		Household Products 1.5%
	50,474	Pigeon Corp. (Japan)		2,857,931

		Hypermarkets & Super Centers 1.8%
	62,963	InRetail Peru Corp.* (Peru)		1,196,297
	27,370	PriceSmart, Inc. (Costa Rica)		2,343,967

				3,540,264

		Industrial Machinery 2.2%
	18,982	IDEX Corp.		1,373,728
	63,090	Rotork plc (United Kingdom)		2,827,387

				4,201,115

		Internet Retail 3.8%
	166,594	MakeMyTrip Ltd.* (India)		4,636,311
	57,438	Start Today Co. Ltd. (Japan)		1,250,098
	7,258	Vipshop Holdings Ltd. ADR* (China)		1,371,835

				7,258,244

		Internet Software & Services 8.5%
	79,657	Cornerstone OnDemand, Inc.*		2,740,997
	52,800	Dealertrack Technologies, Inc.*		2,292,048
	43,034	Envestnet, Inc.*		1,936,530
	34,476	MercadoLibre, Inc. (Brazil)		3,745,817
	77,727	SMS Co. Ltd. (Japan)		1,995,708
	22,945	SPS Commerce, Inc.*		1,219,527
	19,201	Vistaprint N.V.*		1,052,023
	67,661	Xoom Corp.*		1,485,159

				16,467,809

		IT Consulting & Other Services 3.4%
	117,202	HCL Technologies Ltd. (India)		3,257,024
	83,132	Tech Mahindra Ltd. (India)		3,345,874

				6,602,898

		Leisure Facilities 1.0%
	37,979	Life Time Fitness, Inc.*		1,915,661

		Leisure Products 1.4%
	402,078	Merida Industry Co. Ltd. (Taiwan)		2,802,168

		Life Sciences Tools & Services 2.4%
	39,348	Covance, Inc.*		3,096,688
	60,175	Fluidigm Corp.*		1,474,287

				4,570,975

		Managed Health Care 1.7%
	335,946	Qualicorp S.A.* (Brazil)		3,308,575

		Marine Ports & Services 1.9%
	1,476,025	International Container Terminal Services, Inc. (Philippines)		3,631,066

		Oil & Gas Equipment & Services 0.7%
	51,404	TGS-NOPEC Geophysical Co. ASA (Norway)		1,307,003

		Oil & Gas Exploration & Production 2.0%
	185,252	Gran Tierra Energy, Inc.* (Colombia)		1,026,296
	91,200	Northern Oil and Gas, Inc.*		1,296,864
	124,863	Nostrum Oil & Gas plc* (Kazakhstan)		1,527,954

				3,851,114


		*SEPTEMBER 30, 2014*


Shares			Value

		Packaged Foods & Meats 3.2%
	102,590	Calbee, Inc. (Japan)	$	3,358,086
	28,380	GlaxoSmithKline Consumer Healthcare Ltd. (India)		2,593,994
	62,800	Vietnam Dairy Products JSC (Vietnam)		310,635

				6,262,715

		Personal Products 0.8%
	36,561	Nu Skin Enterprises, Inc., Class A		1,646,342

		Pharmaceuticals 6.9%
	169,569	IPCA Laboratories Ltd. (India)		2,174,525
	179,708	Lupin Ltd. (India)		4,054,196
	3,524,000	Marksans Pharma Ltd. (India)		3,366,516
	3,614,325	Sino Biopharmaceutical Ltd. (China)		3,612,160

				13,207,397

		Publishing 1.1%
	60,939	Rightmove plc (United Kingdom)		2,125,530

		Regional Banks 1.3%
	21,667	Signature Bank*		2,428,004

		Research & Consulting Services 1.4%
	21,205	IHS, Inc., Class A*		2,654,654

		Semiconductor Equipment 0.7%
	104,047	PDF Solutions, Inc.*		1,312,033

		Semiconductors 2.1%
	40,443	Microchip Technology, Inc.		1,910,123
	40,686	Power Integrations, Inc.		2,193,382

				4,103,505

		Soft Drinks 1.6%
	140,786	Coca-Cola Icecek A.S. (Turkey)		3,037,191

		Thrifts & Mortgage Finance 0.5%
	21,713	Home Capital Group, Inc. (Canada)		976,412

		Trading Companies & Distributors 1.4%
	31,856	MSC Industrial Direct Co., Inc., Class A		2,722,414

		Trucking 3.6%
	10,643	J.B. Hunt Transport Services, Inc.		788,114
	141,966	Knight Transportation, Inc.		3,888,449
	31,599	Old Dominion Freight Line, Inc.*		2,232,153

				6,908,716

		Wireless Telecommunication Services 1.1%
	3,276,742	PT Tower Bersama Infrastructure Tbk (Indonesia)		2,151,328


		Total Common Stocks (cost $142,751,399)		187,941,052


		PARTICIPATION NOTES 1.2%

		Office Services & Supplies 1.2%
	44,000	Jarir Marketing Co., HSBC Bank, 5/4/15, Series 000R (Saudi Arabia)		2,363,321


		Total Participation Notes (cost $2,283,107)		2,363,321


Principal Amount			Value
		SHORT-TERM INVESTMENTS 1.2%

		Repurchase Agreement 1.2%
	$2,300,784	Repurchase Agreement dated 9/30/14, 0.00% due 10/1/14 with State Street Bank and Trust Co. collateralized by $2,475,000 of United States Treasury Bonds 2.875% due 5/15/43; value: $2,348,156; repurchase proceeds: $2,300,784 (cost $2,300,784)	$	2,300,784


		Total Short-Term Investments (cost $2,300,784)		2,300,784


		Total Investments (cost $147,335,290) 100.0%		192,605,157

		Other Assets less Liabilities <0.1%		58,993


		NET ASSETS 100.0%	$	192,664,150


		*Non-income producing. ADR American Depositary Receipt. See Notes to Financial Statements.

At September 30, 2014, Wasatch Global Opportunities Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Brazil		3.7
Canada		0.5
China		3.6
Colombia		2.0
Costa Rica		1.2
Germany		2.2
India		20.7
Indonesia		1.1
Italy		1.2
Japan		6.2
Kazakhstan		0.8
Korea		1.3
Mexico		4.1
Norway		0.7
Peru		0.6
Philippines		1.9
Saudi Arabia		1.2
South Africa		1.0
Taiwan		1.5
Turkey		1.6
United Arab Emirates		2.6
United Kingdom		2.9
United States		37.2
Vietnam		0.2

TOTAL		100.0	%


WASATCH HERITAGE GROWTH FUND (WAHGX) — Schedule of Investments


Shares			Value

		COMMON STOCKS 92.1%

		Aerospace & Defense 1.6%
	10,454	TransDigm Group, Inc.	$	1,926,986

		Airlines 3.3%
	56,199	Spirit Airlines, Inc.*		3,885,599

		Apparel Retail 2.7%
	34,953	Ross Stores, Inc.		2,641,748
	15,885	Urban Outfitters, Inc.*		582,979

				3,224,727

		Application Software 1.8%
	27,852	ANSYS, Inc.*		2,107,561

		Asset Management & Custody Banks 5.0%
	12,076	Artisan Partners Asset Management, Inc.		628,556
	111,802	SEI Investments Co.		4,042,760
	16,961	T. Rowe Price Group, Inc.		1,329,742

				6,001,058

		Auto Parts & Equipment 1.4%
	60,324	Gentex Corp.		1,614,873

		Automotive Retail 1.1%
	8,360	O’Reilly Automotive, Inc.*		1,257,010

		Biotechnology 1.3%
	41,731	Seattle Genetics, Inc.*		1,551,559

		Communications Equipment 1.3%
	13,534	F5 Networks, Inc.*		1,607,027

		Data Processing & Outsourced Services 2.5%
	11,856	Alliance Data Systems Corp.*		2,943,489

		Distributors 3.4%
	154,356	LKQ Corp.*		4,104,326

		Diversified Chemicals 1.4%
	30,306	FMC Corp.		1,733,200

		Diversified Support Services 4.3%
	165,721	Copart, Inc.*		5,189,553

		Electronic Components 4.5%
	53,630	Amphenol Corp., Class A		5,355,492

		Electronic Manufacturing Services 2.6%
	45,810	IPG Photonics Corp.*		3,150,812

		Health Care Equipment 2.4%
	48,582	St. Jude Medical, Inc.		2,921,236

		Health Care Services 3.0%
	85,593	Catamaran Corp.* (Canada)		3,607,745

		Health Care Supplies 1.0%
	23,003	Align Technology, Inc.*		1,188,795

		Industrial Machinery 2.5%
	40,596	IDEX Corp.		2,937,933

		Internet Retail 0.5%
	37,503	RetailMeNot, Inc.*		606,048

		IT Consulting & Other Services 5.8%
	113,740	Cognizant Technology Solutions Corp., Class A*		5,092,140
	41,901	EPAM Systems, Inc.*		1,834,845

				6,926,985

		Leisure Facilities 1.1%
	25,522	Life Time Fitness, Inc.*		1,287,330


Shares			Value

		Life Sciences Tools & Services 3.7%
	56,934	Covance, Inc.*	$	4,480,706

		Managed Health Care 0.7%
	10,136	Centene Corp.*		838,349

		Oil & Gas Equipment & Services 1.8%
	14,583	Core Laboratories N.V.		2,134,222

		Oil & Gas Exploration & Production 2.7%
	137,158	Ultra Petroleum Corp.*		3,190,295

		Personal Products 1.7%
	10,391	Herbalife Ltd.		454,606
	35,365	Nu Skin Enterprises, Inc., Class A		1,592,486

				2,047,092

		Pharmaceuticals 1.6%
	21,328	Mallinckrodt plc*		1,922,719

		Regional Banks 2.5%
	26,587	Signature Bank*		2,979,339

		Research & Consulting Services 4.2%
	39,929	IHS, Inc., Class A*		4,998,711

		Restaurants 2.1%
	31,320	Tim Hortons, Inc. (Canada)		2,468,329

		Semiconductors 6.3%
	21,016	Linear Technology Corp.		932,900
	113,445	Microchip Technology, Inc.		5,358,007
	29,095	Silicon Laboratories, Inc.*		1,182,421

				7,473,328

		Specialized Finance 2.5%
	15,608	Intercontinental Exchange, Inc.		3,044,340

		Technology Distributors 2.1%
	80,258	CDW Corp.		2,492,011

		Trading Companies & Distributors 3.8%
	53,106	MSC Industrial Direct Co., Inc., Class A		4,538,439

		Trucking 1.9%
	31,475	J.B. Hunt Transport Services, Inc.		2,330,724


		Total Common Stocks (cost $66,718,180)		110,067,948


Principal Amount			Value
		SHORT-TERM INVESTMENTS 7.8%

		Repurchase Agreement 7.8%
	$9,319,814	Repurchase Agreement dated 9/30/14, 0.00% due 10/1/14 with State Street Bank and Trust Co. collateralized by $9,535,000 of United States Treasury Notes 1.750% due 9/30/19; value: $9,511,163; repurchase proceeds: $9,319,814 (cost $9,319,814)	$	9,319,814


		Total Short-Term Investments (cost $9,319,814)		9,319,814


		Total Investments (cost $76,037,994) 99.9%		119,387,762

		Other Assets less Liabilities 0.1%		80,795


		NET ASSETS 100.0%	$	119,468,557


		*Non-income producing. See Notes to Financial Statements.


		*SEPTEMBER 30, 2014*

At September 30, 2014, Wasatch Heritage Growth Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Canada		5.5
United States		94.5

TOTAL		100.0	%


WASATCH INTERNATIONAL GROWTH FUND (WAIGX) — Schedule of Investments


Shares			Value

		COMMON STOCKS 98.0%

		Aerospace & Defense 1.1%
	3,525,732	Senior plc (United Kingdom)	$	15,326,313

		Apparel, Accessories & Luxury Goods 1.1%
	584,389	Salvatore Ferragamo Italia S.p.A. (Italy)		16,051,399

		Application Software 4.0%
	572,077	Aveva Group plc (United Kingdom)		14,269,959
	1,894,796	Computer Modelling Group Ltd. (Canada)		19,682,679
	4,679,359	Diligent Board Member Services, Inc.* ‡‡ (New Zealand)		16,914,905
	1,216,211	Fusionex International plc (Malaysia)		5,834,857

				56,702,400

		Asset Management & Custody Banks 2.8%
	566,702	Alaris Royalty Corp. (Canada)		15,682,860
	17,499,244	ARA Asset Management Ltd. (Singapore)		24,003,509

				39,686,369

		Biotechnology 3.0%
	4,236,075	Abcam plc (United Kingdom)		27,617,815
	71,085	Medy-Tox, Inc. (Korea)		15,089,353

				42,707,168

		Casinos & Gaming 1.3%
	7,774,839	Melco International Development Ltd. (China)		18,023,620

		Construction Materials 2.6%
	2,625,819	Cemex Latam Holdings S.A.* (Colombia)		23,340,902
	7,478,016	PT Indocement Tunggal Prakarsa Tbk (Indonesia)		13,225,379

				36,566,281

		Consumer Finance 1.3%
	4,031,947	Mahindra & Mahindra Financial Services Ltd. (India)		17,783,393

		Data Processing & Outsourced Services 3.1%
	341,378	GMO Payment Gateway, Inc. (Japan)		7,719,329
	985,820	Wirecard AG (Germany)		36,420,787

				44,140,116

		Diversified Support Services 0.4%
	80,016	KEPCO Plant Service & Engineering Co. Ltd. (Korea)		6,339,102

		Drug Retail 3.5%
	197,306	Cosmos Pharmaceutical Corp. (Japan)		25,024,176
	584,690	Sugi Holdings Co. Ltd. (Japan)		24,549,783

				49,573,959

		Electrical Components & Equipment 1.4%
	1,991,044	Amara Raja Batteries Ltd. (India)		19,246,329

		Electronic Equipment & Instruments 4.2%
	176,808	Ai Holdings Corp. (Japan)		3,577,269
	394,246	Axis Communications AB (Sweden)		10,725,108
	1,555,794	Chroma ATE, Inc. (Taiwan)		4,321,721
	1,680,543	Halma plc (United Kingdom)		16,669,811
	661,549	LPKF Laser & Electronics AG (Germany)		11,625,103
	505,368	Renishaw plc (United Kingdom)		13,351,343

				60,270,355

		General Merchandise Stores 2.7%
	156,476	Ryohin Keikaku Co. Ltd. (Japan)		18,647,288
	502,495	Seria Co. Ltd. (Japan)		19,151,394

				37,798,682


Shares			Value

		Health Care Equipment 1.2%
	1,711,604	Elekta AB, Class B (Sweden)	$	16,868,291

		Health Care Supplies 1.0%
	88,365	Sartorius Stedim Biotech (France)		14,763,581

		Health Care Technology 2.9%
	1,069,193	EMIS Group plc (United Kingdom)		12,884,474
	1,785,625	M3, Inc. (Japan)		28,654,662

				41,539,136

		Household Products 2.5%
	635,080	Pigeon Corp. (Japan)		35,959,396

		Human Resource & Employment Services 1.6%
	407,312	51job, Inc. ADR* (China)		12,190,848
	776,374	Seek Ltd. (Australia)		11,001,827

				23,192,675

		Industrial Machinery 3.3%
	794,498	Rotork plc (United Kingdom)		35,605,539
	4,614,623	Sarine Technologies Ltd. (Israel)		11,031,980

				46,637,519

		Internet Retail 2.9%
	9,812,879	boohoo.com plc* (United Kingdom)		7,594,504
	358,845	Jumei International Holding Ltd. ADR* (China)		8,425,681
	514,819	Start Today Co. Ltd. (Japan)		11,204,677
	621,153	Yoox S.p.A.* (Italy)		14,252,961

				41,477,823

		Internet Software & Services 7.0%
	1,584,126	carsales.com Ltd. (Australia)		13,654,551
	369,193	Criteo S.A. ADR* (France)		12,423,345
	646,714	Infomart Corp. (Japan)		11,121,063
	999,130	Kakaku.com, Inc. (Japan)		14,193,249
	220,802	MercadoLibre, Inc. (Brazil)		23,990,137
	919,967	SMS Co. Ltd. (Japan)		23,620,944

				99,003,289

		Leisure Products 2.2%
	4,484,556	Merida Industry Co. Ltd. (Taiwan)		31,253,830

		Life & Health Insurance 1.1%
	1,827,333	Discovery Ltd. (South Africa)		15,913,001

		Marine Ports & Services 1.9%
	10,952,268	International Container Terminal Services, Inc. (Philippines)		26,942,909

		Movies & Entertainment 1.4%
	702,662	CTS Eventim AG & Co KGaA (Germany)		19,850,161

		Oil & Gas Equipment & Services 6.1%
	185,642	Dril-Quip, Inc.*		16,596,395
	302,600	Pason Systems, Inc. (Canada)		8,455,139
	146,814	Schoeller-Bleckmann Oilfield Equipment AG (Austria)		14,322,458
	510,619	ShawCor Ltd. (Canada)		25,746,262
	825,876	TGS-NOPEC Geophysical Co. ASA (Norway)		20,998,806

				86,119,060

		Oil & Gas Exploration & Production 2.2%
	4,698,156	Afren plc* (Nigeria)		7,881,291
	2,079,861	Gran Tierra Energy, Inc.* (Colombia)		11,522,430
	1,000,069	Nostrum Oil & Gas plc* (Kazakhstan)		12,237,890

				31,641,611

		Oil & Gas Storage & Transportation 1.0%
	236,189	Gaztransport Et Technigaz S.A. (France)		13,971,021


		*SEPTEMBER 30, 2014*


Shares			Value

		Packaged Foods & Meats 4.6%
	1,044,490	Calbee, Inc. (Japan)	$	34,189,369
	24,318,155	Vitasoy International Holdings Ltd. (Hong Kong)		30,974,552

				65,163,921

		Pharmaceuticals 1.1%
	276,872	Sawai Pharmaceutical Co. Ltd. (Japan)		15,929,449

		Property & Casualty Insurance 1.6%
	8,412,356	Qualitas Controladora S.A.B. de C.V.** (Mexico)		22,549,455

		Publishing 2.0%
	832,651	Rightmove plc (United Kingdom)		29,042,560

		Real Estate Development 0.2%
	246,515	Patrizia Immobilien AG* (Germany)		3,306,126

		Research & Consulting Services 3.6%
	304,280	DKSH Holding AG (Switzerland)		22,709,841
	977,400	Nihon M&A Center, Inc. (Japan)		28,384,035

				51,093,876

		Restaurants 4.5%
	1,657,258	Domino’s Pizza Enterprises Ltd. (Australia)		38,001,367
	2,828,968	Domino’s Pizza Group plc (United Kingdom)		26,043,898

				64,045,265

		Semiconductor Equipment 1.2%
	419,288	Hermes Microvision, Inc. (Taiwan)		17,505,079

		Soft Drinks 1.5%
	972,195	Coca-Cola Icecek A.S. (Turkey)		20,973,263

		Specialized Finance 1.0%
	5,760,200	Chailease Holding Co. Ltd. (Taiwan)		13,993,615

		Specialty Chemicals 2.9%
	472,561	Chr. Hansen Holding A/S (Denmark)		18,262,995
	281,778	Hexpol AB (Sweden)		22,520,383

				40,783,378

		Thrifts & Mortgage Finance 2.3%
	4,887,601	Gruh Finance Ltd. (India)		15,170,873
	391,053	Home Capital Group, Inc. (Canada)		17,585,258

				32,756,131

		Trading Companies & Distributors 0.7%
	399,423	MonotaRO Co. Ltd. (Japan)		10,004,240


		Total Common Stocks (cost $1,220,255,814)		1,392,495,147


		Total Investments (cost $1,220,255,814) 98.0%		1,392,495,147

		Other Assets less Liabilities 2.0%		28,590,995


		NET ASSETS 100.0%	$	1,421,086,142


		Non-income producing. *Common units. ‡‡Affiliated company (see Note 9). ADR American Depositary Receipt. See Notes to Financial Statements.

At September 30, 2014, Wasatch International Growth Fund’s investments were in the following countries:


Country	%
Australia		4.5
Austria		1.0
Brazil		1.7
Canada		6.3
China		2.8
Colombia		2.5
Denmark		1.3
France		3.0
Germany		5.1
Hong Kong		2.2
India		3.8
Indonesia		1.0
Israel		0.8
Italy		2.2
Japan		22.4
Kazakhstan		0.9
Korea		1.5
Malaysia		0.4
Mexico		1.6
New Zealand		1.2
Nigeria		0.6
Norway		1.5
Philippines		1.9
Singapore		1.7
South Africa		1.1
Sweden		3.6
Switzerland		1.6
Taiwan		4.8
Turkey		1.5
United Kingdom		14.3
United States		1.2

TOTAL		100.0	%


WASATCH INTERNATIONAL OPPORTUNITIES FUND (WAIOX) — Schedule of Investments


Shares			Value

		COMMON STOCKS 97.5%

		Apparel Retail 2.0%
	804,622	Apranga PVA (Lithuania)	$	2,743,515
	6,842,290	Padini Holdings Berhad (Malaysia)		4,004,632

				6,748,147

		Apparel, Accessories & Luxury Goods 1.9%
	117,976	Delta-Galil Industries Ltd. (Israel)		3,430,876
	375,358	Makalot Industrial Co. Ltd. (Taiwan)		1,906,435
	1,878,000	MC Group Public Co. Ltd. (Thailand)		1,071,488

				6,408,799

		Application Software 1.0%
	165,375	Linx S.A. (Brazil)		3,443,001

		Asset Management & Custody Banks 0.5%
	923,100	Peregrine Holdings Ltd. (South Africa)		1,839,415

		Auto Parts & Equipment 0.5%
	27,901	WABCO India Ltd. (India)		1,761,883

		Automotive Retail 0.6%
	91,400	Mekonomen AB (Sweden)		1,981,315

		Brewers 4.9%
	362,475	Carlsberg Brewery Malaysia Berhad (Malaysia)		1,323,716
	9,927,213	International Breweries plc (Nigeria)		1,819,837
	197,574	Olvi Oyj, Class A (Finland)		5,975,674
	32,020	Royal UNIBREW A/S* (Denmark)		5,329,062
	1,227,502	Turk Tuborg Bira ve Malt Sanayii A.S.* (Turkey)		2,085,078

				16,533,367

		Building Products 1.4%
	716,251	Dynasty Ceramic Public Co. Ltd. (Thailand)		1,281,189
	326,077	Kajaria Ceramics Ltd. (India)		3,352,638

				4,633,827

		Commodity Chemicals 4.9%
	694,627	Berger Paints India Ltd. (India)		4,253,690
	16,954	SAMHWA Paints Industrial Co. Ltd. (Korea)		204,846
	134,965	Sniezka S.A. (Poland)		1,507,602
	350,857	Supreme Industries Ltd. (India)		3,681,840
	155,700	Tikkurila Oyj (Finland)		3,248,256
	1,273,500	Yung Chi Paint & Varnish Manufacturing Co. Ltd. (Taiwan)		3,646,406

				16,542,640

		Communications Equipment 0.7%
	6,700	Ericsson Nikola Tesla (Croatia)		1,564,138
	37,569	Ituran Location and Control Ltd. (Israel)		790,593

				2,354,731

		Computer & Electronics Retail 0.3%
	292,708	Teknosa Ic ve Dis Ticaret A.S. (Turkey)		1,032,951

		Data Processing & Outsourced Services 1.4%
	4,030,000	My EG Services Berhad (Malaysia)		4,631,337

		Department Stores 1.4%
	1,921,057	Parkson Retail Asia Ltd. (Malaysia)		1,325,075
	536,815	Poya Co. Ltd. (Taiwan)		3,352,943

				4,678,018

		Distillers & Vintners 1.0%
	2,015,680	Capevin Holdings Ltd. (South Africa)		1,481,658
	1,100,000	Watt’s Alimentos S.A. (Chile)		1,782,642

				3,264,300


Shares			Value

		Diversified Banks 1.6%
	3,106,000	CRDB Bank plc (Tanzania, United Republic of)	$	611,199
	5,090,000	EastWest Banking Corp.* (Philippines)		3,056,665
	1,177,801	Hatton National Bank plc (Sri Lanka)		1,740,174

				5,408,038

		Diversified Real Estate Activities 0.4%
	1,040,300	Delta Corp. Ltd. (India)		1,499,137

		Diversified Support Services 1.0%
	181,400	Prestige International, Inc. (Japan)		1,534,891
	371,000	Vicom Ltd. (Singapore)		1,750,604

				3,285,495

		Drug Retail 1.5%
	121,800	Kusuri No Aoki Co. Ltd. (Japan)		5,219,603

		Electrical Components & Equipment 3.1%
	648,140	Amara Raja Batteries Ltd. (India)		6,265,213
	550,200	Voltronic Power Technology Corp. (Taiwan)		4,322,813

				10,588,026

		Electronic Equipment & Instruments 0.6%
	32,100	Isra Vision AG (Germany)		1,966,067

		Fertilizers & Agricultural Chemicals 0.6%
	581,810	Rallis India Ltd. (India)		2,133,272

		Food Distributors 0.8%
	8,606,200	Premier Marketing Public Co. Ltd. (Thailand)		2,614,374

		Food Retail 7.4%
	4,210,400	7-Eleven Malaysia Holdings Berhad, Class B* (Malaysia)		2,297,399
	6,445,800	BreadTalk Group Ltd. (Singapore)		6,845,947
	3,345,000	Choppies Enterprises Ltd. (Botswana)		1,478,675
	3,915,100	Convenience Retail Asia Ltd. (Hong Kong)		2,682,456
	2,432,810	Philippine Seven Corp. (Philippines)		4,933,111
	106,070	Rami Levi Chain Stores Hashikma Marketing 2006 Ltd. (Israel)		5,250,505
	3,399,000	Sheng Siong Group Ltd. (Singapore)		1,771,700

				25,259,793

		General Merchandise Stores 1.1%
	98,972	Seria Co. Ltd. (Japan)		3,772,081

		Health Care Equipment 0.5%
	55,000	Vieworks Co. Ltd. (Korea)		1,837,242

		Health Care Facilities 3.3%
	10,651,300	Asiri Hospital Holdings plc (Sri Lanka)		1,910,987
	211,422	Instituto de Diagnostico S.A. (Chile)		999,623
	366,900	MD Medical Group Investments plc GDR (Russia)		3,008,580
	430,957	NMC Health plc (United Arab Emirates)		3,331,823
	509,693	Raffles Medical Group Ltd. (Singapore)		1,538,108
	460,000	Religare Health Trust** (Singapore)		342,530

				11,131,651

		Health Care Supplies 0.4%
	70,230	St. Shine Optical Co. Ltd. (Taiwan)		1,500,666

		Health Care Technology 0.5%
	147,600	EMIS Group plc (United Kingdom)		1,778,676

		Home Improvement Retail 0.7%
	33,496,700	PT Ace Hardware Indonesia Tbk (Indonesia)		2,432,875


		*SEPTEMBER 30, 2014*


Shares			Value

		Household Products 2.8%
	10,430,980	DSG International Thailand Public Co. Ltd. (Thailand)	$	2,718,328
	493,300	Jyothy Laboratories Ltd. (India)		1,904,988
	88,645	Pigeon Corp. (Japan)		5,019,242

				9,642,558

		Industrial Conglomerates 1.0%
	42,897,800	Expolanka Holdings plc (Sri Lanka)		3,223,296

		Industrial Machinery 3.3%
	854,171	Howden Africa Holdings Ltd. (South Africa)		3,215,008
	1,238,000	Mincon Group plc (Ireland)		1,235,092
	2,094,814	Sarine Technologies Ltd. (Israel)		5,007,981
	79,300	Yushin Precision Equipment Co. Ltd. (Japan)		1,729,525

				11,187,606

		Internet Retail 0.7%
	162,100	Ikyu Corp. (Japan)		2,222,917

		Internet Software & Services 2.9%
	76,177	Aufeminin* (France)		2,693,603
	107,800	Infomart Corp. (Japan)		1,853,757
	213,229	PChome Online, Inc. (Taiwan)		2,074,846
	89,412	SMS Co. Ltd. (Japan)		2,295,730
	7,290	XING AG (Germany)		775,988

				9,693,924

		IT Consulting & Other Services 1.1%
	449,494	EOH Holdings Ltd. (South Africa)		3,769,834

		Leisure Products 1.0%
	175,368	Samchuly Bicycle Co. Ltd. (Korea)		3,523,148

		Metal & Glass Containers 0.5%
	71,252	Winpak Ltd. (Canada)		1,774,067

		Multi-Line Insurance 2.9%
	1,379,800	Botswana Insurance Holdings Ltd. (Botswana)		1,693,555
	16,585,500	British-American Investments Co. Kenya Ltd. (Kenya)		6,593,340
	2,468,000	Tune Ins Holdings Berhad (Malaysia)		1,700,253

				9,987,148

		Office Services & Supplies 0.9%
	92,804	Adel Kalemcilik Ticaret ve Sanayi A.S. (Turkey)		2,036,694
	1,146,000	Riverstone Holdings Ltd. (Singapore)		844,364

				2,881,058

		Oil & Gas Refining & Marketing 1.4%
	9,294	Hankook Shell Oil Co. Ltd. (Korea)		4,896,910

		Packaged Foods & Meats 12.0%
	71,120	Agro Tech Foods Ltd. (India)		700,836
	7,950	Atlantic Grupa (Croatia)		1,352,890
	1,293,927	Cloetta AB, Class B* (Sweden)		3,871,296
	1,262,907	Clover Industries Ltd. (South Africa)		1,864,470
	81,100	Dutch Lady Milk Industries Berhad (Malaysia)		1,159,454
	1,069,300	Grupo Herdez S.A.B. de C.V. (Mexico)		2,873,441
	1,464,666	Hup Seng Industries Berhad (Malaysia)		455,406
	2,420,662	Oldtown Berhad (Malaysia)		1,313,452
	371,261	Pinar Sut Mamulleri Sanayii A.S. (Turkey)		3,813,153
	10,203,000	PT Tiga Pilar Sejahtera Food Tbk* (Indonesia)		1,921,698
	4,626,000	PT Ultrajaya Milk Industry & Trading Co. Tbk (Indonesia)		1,476,827
	46,454,981	RFM Corp. (Philippines)		5,486,299
	2,363,435	TAT Gida Sanayi A.S.* (Turkey)		2,946,125


Shares			Value

		*Packaged Foods & Meats (continued***)
	269,681	Vigor Alimentos S.A.* (Brazil)	$	702,920
	3,743,120	Vitasoy International Holdings Ltd. (Hong Kong)		4,767,692
	19,788	Wawel S.A. (Poland)		5,962,058

				40,668,017

		Paper Packaging 0.9%
	4,835,600	Greatview Aseptic Packaging Co. Ltd. (China)		3,157,450

		Personal Products 0.5%
	1,754,100	Karex Berhad* (Malaysia)		1,523,909

		Pharmaceuticals 3.0%
	2,238,177	Lee’s Pharmaceutical Holdings Ltd. (China)		2,963,232
	1,469,000	Mega Lifesciences Public Co. Ltd. (Thailand)		892,500
	47,612,300	PT Kimia Farma Persero Tbk (Indonesia)		4,493,569
	146,250	Renata Ltd. (Bangladesh)		1,819,643

				10,168,944

		Publishing 0.4%
	571,200	Morningstar Japan KK (Japan)		1,374,942

		Regional Banks 0.5%
	302,800	Banregio Grupo Financiero S.A.B. de C.V. (Mexico)		1,680,813

		Research & Consulting Services 1.4%
	167,700	Nihon M&A Center, Inc. (Japan)		4,870,066

		Restaurants 9.0%
	68,048	AmRest Holdings SE* (Poland)		1,756,488
	29,500	B-R31 Ice Cream Co. Ltd. (Japan)		1,132,391
	6,545,978	Berjaya Food Berhad (Malaysia)		6,006,217
	223,980	Domino’s Pizza Enterprises Ltd. (Australia)		5,135,921
	450,900	Fairwood Holdings Ltd. (Hong Kong)		987,205
	696,953	Famous Brands Ltd. (South Africa)		6,061,883
	114,700	Hiday Hidaka Corp. (Japan)		3,048,557
	2,269,963	Spur Corp. Ltd. (South Africa)		6,252,123

				30,380,785

		Soft Drinks 2.4%
	102,540	Seven-Up Bottling Co. plc (Nigeria)		97,189
	1,987,900	Corp. Lindley S.A.* (Peru)		1,855,282
	57,833,532	Pepsi-Cola Products Philippines, Inc.* (Philippines)		6,185,749

				8,138,220

		Specialty Chemicals 1.3%
	5,017,000	Chemical and Allied Products plc (Nigeria)		1,184,276
	673,719	DuluxGroup Ltd. (Australia)		3,274,646

				4,458,922

		Specialty Stores 0.4%
	1,471,000	Michael Hill International Ltd. (New Zealand)		1,432,478

		Technology Hardware, Storage & Peripherals 0.8%
	74,561	KONA I Co. Ltd. (Korea)		2,755,630

		Tobacco 0.4%
	5,249	Karelia Tobacco Co., Inc. S.A. (Greece)		1,446,879


		Total Common Stocks (cost $269,568,995)		331,140,248


WASATCH INTERNATIONAL OPPORTUNITIES FUND (WAIOX) — Schedule of Investments *(continued)*		*SEPTEMBER 30, 2014*


Principal Amount			Value

		SHORT-TERM INVESTMENTS 1.5%

		Repurchase Agreement 1.5%
	$5,224,617	Repurchase Agreement dated 9/30/14, 0.00% due 10/1/14 with State Street Bank and Trust Co. collateralized by $5,620,000 of United States Treasury Bonds 2.875% due 5/15/43; value: $5,331,975; repurchase proceeds: $5,224,617 (cost $5,224,617)	$	5,224,617


		Total Short-Term Investments (cost $5,224,617)		5,224,617


		Total Investments (cost $274,793,612) 99.0%		336,364,865

		Other Assets less Liabilities 1.0%		3,294,352


		NET ASSETS 100.0%	$	339,659,217


		Non-income producing. *Common units. GDR Global Depositary Receipt. See Notes to Financial Statements.

At September 30, 2014, Wasatch International Opportunities Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Australia		2.5
Bangladesh		0.6
Botswana		1.0
Brazil		1.3
Canada		0.5
Chile		0.8
China		1.8
Croatia		0.9
Denmark		1.6
Finland		2.8
France		0.8
Germany		0.8
Greece		0.4
Hong Kong		2.5
India		7.7
Indonesia		3.1
Ireland		0.4
Israel		4.4
Japan		10.3
Kenya		2.0
Korea		4.0
Lithuania		0.8
Malaysia		7.8
Mexico		1.4
New Zealand		0.4
Nigeria		0.9
Peru		0.6
Philippines		5.9
Poland		2.8
Russia		0.9
Singapore		4.0
South Africa		7.4
Sri Lanka		2.1
Sweden		1.8
Taiwan		5.1
Tanzania, United Republic of		0.2
Thailand		2.6
Turkey		3.6
United Arab Emirates		1.0
United Kingdom		0.5

TOTAL		100.0	%


WASATCH LARGE CAP VALUE FUND (FMIEX / WILCX) — Schedule of Investments		*SEPTEMBER 30, 2014*


Shares			Value

		COMMON STOCKS 98.8%

		Automobile Manufacturers 2.3%
	646,534	Ford Motor Co.	$	9,562,238

		Commodity Chemicals 2.4%
	94,070	LyondellBasell Industries N.V., Class A		10,221,646

		Communications Equipment 3.3%
	547,319	Cisco Systems, Inc.		13,776,019

		Computer & Electronics Retail 2.1%
	209,341	GameStop Corp., Class A		8,624,849

		Department Stores 3.0%
	216,726	Macy’s, Inc.		12,609,119

		Diversified Banks 14.8%
	333,203	Citigroup, Inc.		17,266,580
	238,763	HSBC Holdings plc ADR (United Kingdom)		12,148,261
	292,085	JPMorgan Chase & Co.		17,595,200
	280,853	Wells Fargo & Co.		14,567,845

				61,577,886

		Diversified Chemicals 2.6%
	133,612	Eastman Chemical Co.		10,807,875

		Electric Utilities 1.5%
	181,426	UIL Holdings Corp.		6,422,480

		Electrical Components & Equipment 5.3%
	197,906	Eaton Corp. plc		12,541,303
	146,112	Regal-Beloit Corp.		9,387,696

				21,928,999

		Environmental & Facilities Services 1.0%
	158,588	ABM Industries, Inc.		4,074,126

		Health Care Equipment 5.5%
	254,567	Abbott Laboratories		10,587,442
	197,417	Medtronic, Inc.		12,229,983

				22,817,425

		Industrial Conglomerates 4.0%
	660,032	General Electric Co.		16,910,020

		Integrated Oil & Gas 9.3%
	95,887	Chevron Corp.		11,441,237
	117,228	Occidental Petroleum Corp.		11,271,472
	445,939	Suncor Energy, Inc. (Canada)		16,120,695

				38,833,404

		Integrated Telecommunication Services 2.8%
	233,438	Verizon Communications, Inc.		11,669,566

		Investment Banking & Brokerage 3.1%
	70,914	Goldman Sachs Group, Inc. (The)		13,017,683

		Multi-Line Insurance 3.6%
	275,135	American International Group, Inc.		14,862,793

		Oil & Gas Exploration & Production 4.3%
	104,160	Apache Corp.		9,777,499
	1,571,103	Pengrowth Energy Corp. (Canada)		8,169,736

				17,947,235

		Other Diversified Financial Services 3.0%
	319,574	Voya Financial, Inc.		12,495,343


Shares			Value

		Pharmaceuticals 7.7%
	156,414	Johnson & Johnson	$	16,672,168
	529,009	Pfizer, Inc.		15,642,796

				32,314,964

		Regional Banks 5.4%
	1,251,115	First Niagara Financial Group, Inc.		10,421,788
	139,937	PNC Financial Services Group, Inc.		11,975,808

				22,397,596

		Semiconductors 2.6%
	312,820	Intel Corp.		10,892,392

		Specialized REITs 3.1%
	251,712	EPR Properties		12,756,764

		Systems Software 3.3%
	298,299	Microsoft Corp.		13,829,142

		Technology Hardware, Storage & Peripherals 2.8%
	115,948	Apple, Inc.		11,681,761


		Total Common Stocks (cost $356,619,324)		412,031,325


Principal Amount			Value
		SHORT-TERM INVESTMENTS 1.2%

		Repurchase Agreement 1.2%
	$5,038,500	Repurchase Agreement dated 9/30/14, 0.00% due 10/1/14 with State Street Bank and Trust Co. collateralized by $5,155,000 of United States Treasury Notes 1.750% due 9/30/19; value: $5,142,113; repurchase proceeds: $5,038,500 (cost $5,038,500)	$	5,038,500


		Total Short-Term Investments (cost $5,038,500)		5,038,500


		Total Investments (cost $361,657,824) 100.0%		417,069,825

		Other Assets less Liabilities <0.1%		167,187


		NET ASSETS 100.0%	$	417,237,012


		ADR American Depositary Receipt. REIT Real Estate Investment Trust. See Notes to Financial Statements.

At September 30, 2014, Wasatch Large Cap Value Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Canada		5.9
United Kingdom		2.9
United States		91.2

TOTAL		100.0	%


WASATCH LONG/SHORT FUND (FMLSX / WILSX) — Schedule of Investments


Shares			Value

		COMMON STOCKS 83.6%

		Advertising 1.9%
	2,810,926	Interpublic Group of Cos., Inc. (The)†	$	51,496,164

		Airlines 1.7%
	1,330,826	Southwest Airlines Co.		44,941,994

		Apparel Retail 1.2%
	2,146,212	Chico’s FAS, Inc.		31,699,551

		Application Software 3.8%
	4,397,845	TIBCO Software, Inc.* †		103,921,077

		Automobile Manufacturers 2.6%
	2,228,009	General Motors Co.†		71,162,608

		Automotive Retail 1.6%
	1,075,357	CST Brands, Inc.		38,659,084
	628,360	Pep Boys—Manny, Moe & Jack (The)*		5,598,688

				44,257,772

		Communications Equipment 2.5%
	1,416,622	Cisco Systems, Inc.†		35,656,376
	419,500	QUALCOMM, Inc.		31,366,015

				67,022,391

		Construction & Engineering 0.4%
	530,650	Aegion Corp.*		11,806,963

		Data Processing & Outsourced Services 1.0%
	404,241	Global Payments, Inc.		28,248,361

		Diversified Banks 3.6%
	2,244,609	Bank of America Corp.		38,270,583
	1,133,034	Citigroup, Inc.†		58,713,822

				96,984,405

		Diversified REITs 0.6%
	2,040,302	Investors Real Estate Trust		15,710,325

		Environmental & Facilities Services 1.0%
	722,352	Republic Services, Inc.†		28,186,175

		Fertilizers & Agricultural Chemicals 1.7%
	1,046,243	Mosaic Co. (The)†		46,463,652

		Gas Utilities 0.4%
	206,400	Atmos Energy Corp.		9,845,280

		General Merchandise Stores 1.3%
	581,048	Target Corp.†		36,420,089

		Health Care Equipment 1.4%
	352,900	Medtronic, Inc.†		21,862,155
	208,800	Stryker Corp.		16,860,600

				38,722,755

		Health Care REITs 1.0%
	431,885	Ventas, Inc.		26,755,276

		Health Care Services 2.0%
	765,663	Express Scripts Holding Co.* †		54,078,778

		Hypermarkets & Super Centers 3.4%
	1,210,581	Wal-Mart Stores, Inc.†		92,573,129

		Insurance Brokers 0.8%
	261,155	Aon plc		22,895,459

		Integrated Oil & Gas 1.0%
	272,500	Occidental Petroleum Corp.		26,200,875

		Integrated Telecommunication Services 1.0%
	525,685	Verizon Communications, Inc.		26,278,993


Shares			Value

		Life & Health Insurance 2.0%
	610,721	MetLife, Inc.†	$	32,807,932
	625,782	Unum Group†		21,514,385

				54,322,317

		Multi-Line Insurance 3.5%
	2,276,807	Loews Corp.†		94,851,780

		Multi-Sector Holdings 1.0%
	1,162,980	Leucadia National Corp.		27,725,443

		Office REITs 0.9%
	403,582	Digital Realty Trust, Inc.		25,175,445

		Oil & Gas Drilling 4.0%
	926,289	Diamond Offshore Drilling, Inc.		31,743,924
	975,584	Ensco plc, Class A		40,301,375
	637,605	Unit Corp.*		37,395,533

				109,440,832

		Oil & Gas Equipment & Services 3.1%
	871,448	Halliburton Co.†		56,217,111
	354,721	National Oilwell Varco, Inc.†		26,994,268

				83,211,379

		Oil & Gas Exploration & Production 10.7%
	3,843,259	Bill Barrett Corp.* ‡‡		84,705,428
	9,556,826	Denbury Resources, Inc.†		143,639,095
	1,224,603	Northern Oil and Gas, Inc.*		17,413,854
	1,615,968	Swift Energy Co.*		15,513,293
	3,539,318	Talisman Energy, Inc. (Canada)		30,615,101

				291,886,771

		Pharmaceuticals 2.2%
	294,335	Novartis AG ADR (Switzerland)		27,705,754
	907,509	Zoetis, Inc.		33,532,457

				61,238,211

		Property & Casualty Insurance 2.3%
	1,059,124	CNA Financial Corp.†		40,278,486
	634,382	XL Group plc		21,042,451

				61,320,937

		Residential REITs 2.0%
	1,485,981	American Campus Communities, Inc.†		54,164,007

		Specialized REITs 4.7%
	883,506	CBS Outdoor Americas, Inc.		26,452,170
	3,125,659	Iron Mountain, Inc.†		102,052,766

				128,504,936

		Systems Software 4.7%
	1,644,390	Microsoft Corp.†		76,233,920
	1,357,967	Oracle Corp.		51,982,977

				128,216,897

		Technology Hardware, Storage & Peripherals 4.5%
	951,527	Apple, Inc.†		95,866,345
	2,820,938	Silicon Graphics International Corp.* ‡‡		26,037,258

				121,903,603

		Trading Companies & Distributors 2.1%
	1,874,512	NOW, Inc.*		57,003,910


		Total Common Stocks (cost $1,978,037,319)		2,274,638,540


		*SEPTEMBER 30, 2014*


Principal Amount			Value


		SHORT-TERM INVESTMENTS 15.3%

		Repurchase Agreement 15.3%
	$414,928,217	Repurchase Agreement dated 9/30/14, 0.00% due 10/1/14 with State Street Bank and Trust Co. collateralized by $426,105,000 of United States Treasury Notes 1.750% due 9/30/19; value: $332,471,738; United States Treasury Notes 2.000% due 5/31/21; value: $59,957,906; United States Treasury Bonds 2.875% due 5/15/43; value: $30,801,169; repurchase proceeds: $414,928,217† (cost $414,928,217)	$	414,928,217


		Total Short-Term Investments (cost $414,928,217)		414,928,217


		Total Investments (cost $2,392,965,536) 98.9%		2,689,566,757

		Other Assets less Liabilities 1.1%		29,708,295


		NET ASSETS 100.0%	$	2,719,275,052


Number of Contracts			Value

		CALL OPTIONS WRITTEN 0.1%

		Technology Hardware, Storage & Peripherals 0.1%
	5,066	Apple, Inc., expiring 10/18/14, exercise price $95	$	3,064,930


		Total Call Options Written (premium $2,054,471)		3,064,930


Shares			Value
		SECURITIES SOLD SHORT 10.8%

		Aerospace & Defense 1.1%
	228,578	Boeing Co. (The)	$	29,116,266

		Apparel, Accessories & Luxury Goods 0.3%
	310,357	Kate Spade & Co.*		8,140,664

		Department Stores 1.2%
	3,373,807	JC Penney Co., Inc.*		33,873,022

		Diversified Support Services 0.1%
	87,576	Healthcare Services Group, Inc.		2,505,549

		Electric Utilities 0.9%
	684,208	Exelon Corp.		23,324,651

		Food Distributors 1.1%
	775,903	Sysco Corp.		29,445,519

		Food Retail 0.5%
	451,488	Sprouts Farmers Market, Inc.*		13,124,756

		Home Improvement Retail 1.2%
	629,084	Lowe’s Cos., Inc.		33,291,125

		Household Products 0.8%
	273,476	Procter & Gamble Co. (The)		22,900,880


Shares			Value

		IT Consulting & Other Services 1.8%
	228,069	Accenture plc, Class A	$	18,546,571
	165,491	International Business Machines Corp.		31,415,157

				49,961,728

		Restaurants 0.9%
	183,063	Buffalo Wild Wings, Inc.*		24,579,869

		Specialty Stores 0.9%
	88,044	Five Below, Inc.*		3,487,423
	208,462	Tiffany & Co.		20,076,975

				23,564,398


		Total Securities Sold Short (proceeds $279,864,218)		293,828,427


		*Non-income producing. †All or a portion of this security has been designated as collateral for securities sold short and call options written (see Notes 3 and 4). ‡‡Affiliated company (see Note 9). ADR American Depositary Receipt. REIT Real Estate Investment Trust. See Notes to Financial Statements.

At September 30, 2014, Wasatch Long/Short Fund’s investments, excluding short-term investments, options written and securities sold short, were in the following countries:


Country	%
Canada		1.4
Switzerland		1.2
United States		97.4

TOTAL		100.0	%


WASATCH MICRO CAP FUND (WMICX) — Schedule of Investments


Shares			Value

		COMMON STOCKS 95.9%

		Air Freight & Logistics 0.6%
	77,597	Echo Global Logistics, Inc.*	$	1,827,409

		Apparel Retail 1.6%
	167,365	Zumiez, Inc.*		4,702,957

		Apparel, Accessories & Luxury Goods 1.1%
	24,710	Page Industries Ltd. (India)		3,155,966

		Application Software 8.4%
	405,760	Diligent Board Member Services, Inc.* (New Zealand)		1,466,737
	133,337	Ellie Mae, Inc.*		4,346,786
	249,716	Exa Corp.*		2,816,796
	35,826	Interactive Intelligence Group, Inc.*		1,497,527
	87,309	PROS Holdings, Inc.*		2,200,187
	197,825	Tangoe, Inc.*		2,680,529
	46,417	Tyler Technologies, Inc.*		4,103,263
	39,117	Ultimate Software Group, Inc.*		5,535,447

				24,647,272

		Asset Management & Custody Banks 3.6%
	38,906	Diamond Hill Investment Group, Inc.		4,787,383
	344,096	Pzena Investment Management, Inc., Class A		3,286,117
	188,366	Silvercrest Asset Management Group, Inc.		2,565,545

				10,639,045

		Automotive Retail 1.0%
	61,597	Monro Muffler Brake, Inc.		2,989,302

		Biotechnology 4.5%
	496,548	Abcam plc (United Kingdom)		3,237,330
	122,952	Cellular Dynamics International, Inc.*		864,353
	176,227	ChemoCentryx, Inc.*		793,021
	250,157	Cytokinetics, Inc.*		880,553
	62,309	Esperion Therapeutics, Inc.*		1,524,078
	170,440	Exact Sciences Corp.*		3,303,127
	80,250	Inovio Pharmaceuticals, Inc.*		790,463
	159,440	Sangamo BioSciences, Inc.*		1,719,560

				13,112,485

		Casinos & Gaming 0.9%
	72,935	Multimedia Games Holding Co., Inc.*		2,626,389

		Commercial Printing 1.2%
	436,475	InnerWorkings, Inc.*		3,531,083

		Consumer Finance 1.9%
	73,322	Encore Capital Group, Inc.*		3,248,898
	127,105	Regional Management Corp.*		2,281,535

				5,530,433

		Data Processing & Outsourced Services 2.7%
	120,511	ExlService Holdings, Inc.*		2,941,674
	137,823	Wirecard AG (Germany)		5,091,824

				8,033,498

		Diversified Banks 2.0%
	4,218,211	City Union Bank Ltd. (India)		5,870,389

		Electronic Manufacturing Services 0.8%
	36,316	IPG Photonics Corp.*		2,497,815

		Environmental & Facilities Services 0.9%
	185,549	Heritage-Crystal Clean, Inc.*		2,757,258


Shares			Value

		Food Distributors 0.9%
	158,297	Chefs’ Warehouse, Inc. (The)*	$	2,573,909

		Health Care Distributors 1.0%
	20,696	MWI Veterinary Supply, Inc.*		3,071,286

		Health Care Equipment 6.0%
	76,423	Abaxis, Inc.		3,875,410
	351,384	AtriCure, Inc.*		5,172,372
	1,928,308	Cardica, Inc.*		2,063,290
	151,770	Novadaq Technologies, Inc.* (Canada)		1,925,961
	73,239	NuVasive, Inc.*		2,553,844
	142,380	Tandem Diabetes Care, Inc.*		1,910,740

				17,501,617

		Health Care Facilities 1.8%
	148,133	Ensign Group, Inc. (The)		5,155,028

		Health Care REITs 1.2%
	240,580	CareTrust REIT, Inc.*		3,440,294

		Health Care Services 2.7%
	97,070	CorVel Corp.*		3,305,234
	106,790	IPC The Hospitalist Co., Inc.*		4,783,124

				8,088,358

		Health Care Technology 1.1%
	137,544	HealthStream, Inc.*		3,302,431

		Homebuilding 3.2%
	289,956	Installed Building Products, Inc.*		4,073,882
	289,293	LGI Homes, Inc.*		5,311,419

				9,385,301

		Industrial Machinery 1.1%
	46,181	Proto Labs, Inc.*		3,186,489

		Internet Retail 1.7%
	177,762	MakeMyTrip Ltd.* (India)		4,947,117

		Internet Software & Services 10.0%
	186,709	Amber Road, Inc.*		3,237,534
	130,423	Dealertrack Technologies, Inc.*		5,661,663
	240,480	E2open, Inc.*		2,238,869
	152,729	Envestnet, Inc.*		6,872,805
	46,347	Reis, Inc.		1,093,326
	217,783	SciQuest, Inc.*		3,275,456
	75,718	SPS Commerce, Inc.*		4,024,412
	136,352	Xoom Corp.*		2,992,926

				29,396,991

		Life Sciences Tools & Services 3.4%
	109,114	Fluidigm Corp.*		2,673,293
	129,147	ICON plc* (Ireland)		7,391,083

				10,064,376

		Managed Health Care 0.5%
	33,551	HealthEquity, Inc.*		614,319
	89,371	Trupanion, Inc.*		759,653

				1,373,972

		Oil & Gas Equipment & Services 1.1%
	120,093	Pason Systems, Inc. (Canada)		3,355,595

		Oil & Gas Exploration & Production 2.3%
	174,077	Comstock Resources, Inc.		3,241,314
	256,130	Northern Oil and Gas, Inc.*		3,642,168

				6,883,482

		Oil & Gas Refining & Marketing 0.5%
	384,242	Amyris, Inc.*		1,456,277


		*SEPTEMBER 30, 2014*


Shares			Value

		Pharmaceuticals 6.0%
	50,064	Aerie Pharmaceuticals, Inc.*	$	1,035,824
	174,771	Akorn, Inc.*		6,338,944
	163,308	Cardiovascular Systems, Inc.*		3,858,968
	243,957	Cempra, Inc.*		2,673,769
	77,430	Egalet Corp.*		441,351
	139,989	Natco Pharma Ltd. (India)		3,327,459

				17,676,315

		Regional Banks 1.8%
	188,919	Customers Bancorp, Inc.*		3,392,985
	52,738	Pinnacle Financial Partners, Inc.		1,903,842

				5,296,827

		Research & Consulting Services 1.7%
	250,759	Franklin Covey Co.*		4,912,369

		Semiconductor Equipment 1.3%
	292,330	PDF Solutions, Inc.*		3,686,281

		Semiconductors 3.9%
	95,907	Melexis N.V. (Belgium)		4,371,686
	42,979	NVE Corp.*		2,773,865
	80,515	Power Integrations, Inc.		4,340,563

				11,486,114

		Specialized Finance 0.0%
	154,000	Goldwater Bank, N.A.* *** † ‡‡		32,340

		Specialty Stores 0.9%
	60,752	Hibbett Sports, Inc.*		2,589,858

		Systems Software 2.4%
	70,258	FleetMatics Group plc*		2,142,869
	177,318	Infoblox, Inc.*		2,615,441
	201,072	TubeMogul, Inc.*		2,312,328

				7,070,638

		Technology Hardware, Storage & Peripherals 1.0%
	290,211	Intevac, Inc.*		1,935,707
	491,295	USA Technologies, Inc.*		884,331

				2,820,038

		Thrifts & Mortgage Finance 1.3%
	1,225,430	Gruh Finance Ltd. (India)		3,803,674

		Trading Companies & Distributors 3.0%
	256,801	CAI International, Inc.*		4,969,100
	131,441	Rush Enterprises, Inc., Class B*		3,931,400

				8,900,500

		Trucking 2.9%
	161,025	Marten Transport Ltd.		2,867,855
	113,581	Saia, Inc.*		5,629,075

				8,496,930


		Total Common Stocks (cost $181,264,985)		281,875,708


Principal Amount			Value

		SHORT-TERM INVESTMENTS 4.7%

		Repurchase Agreement 4.7%
	$13,796,424	Repurchase Agreement dated 9/30/14, 0.00% due 10/1/14 with State Street Bank and Trust Co. collateralized by $14,110,000 of United States Treasury Notes 1.750% due 9/30/19; value: $14,074,725; repurchase proceeds: $13,796,424 (cost $13,796,424)	$	13,796,424


		Total Short-Term Investments (cost $13,796,424)		13,796,424


		Total Investments (cost $195,061,409) 100.6%		295,672,132

		Liabilities less Other Assets (0.6%)		(1,856,821	)


		NET ASSETS 100.0%	$	293,815,311


		Non-income producing. **Security was fair valued under procedures adopted by the Board of Trustees (see Note 14). †Security purchased in a private placement transaction or under Rule 144A of the Securities Act of 1933 (see Note 10). ‡‡Affiliated company (see Note 9). REIT Real Estate Investment Trust. See Notes to Financial Statements.

At September 30, 2014, Wasatch Micro Cap Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Belgium		1.6
Canada		1.9
Germany		1.8
India		7.5
Ireland		2.6
New Zealand		0.5
United Kingdom		1.1
United States		83.0

TOTAL		100.0	%


WASATCH MICRO CAP VALUE FUND (WAMVX) — Schedule of Investments


Shares			Value

		COMMON STOCKS 91.9%

		Airlines 1.3%
	17,000	Allegiant Travel Co.	$	2,102,220

		Alternative Carriers 0.6%
	160,000	ORBCOMM, Inc.*		920,000

		Application Software 4.5%
	240,000	ClickSoftware Technologies Ltd.* (Israel)		1,927,200
	142,000	Ebix, Inc.		2,013,560
	31,000	ESI Group* (France)		854,999
	35,771	Interactive Intelligence Group, Inc.*		1,495,228
	67,000	Tangoe, Inc.*		907,850

				7,198,837

		Asset Management & Custody Banks 3.5%
	110,000	Medallion Financial Corp.		1,282,600
	231,000	Pzena Investment Management, Inc., Class A		2,206,050
	80,000	Silvercrest Asset Management Group, Inc.		1,089,600
	6,000	Virtus Investment Partners, Inc.		1,042,200

				5,620,450

		Auto Parts & Equipment 2.3%
	85,000	Gentherm, Inc.* ††		3,589,550

		Automotive Retail 0.6%
	48,000	Mekonomen AB (Sweden)		1,040,515

		Brewers 1.1%
	1,000,000	Turk Tuborg Bira ve Malt Sanayii A.S.* (Turkey)		1,698,635

		Commercial Printing 1.1%
	222,000	InnerWorkings, Inc.*		1,795,980

		Commodity Chemicals 1.1%
	140,000	Trecora Resources*		1,733,200

		Communications Equipment 0.9%
	220,000	ShoreTel, Inc.*		1,463,000

		Construction & Engineering 1.2%
	57,200	Northwest Pipe Co.*		1,950,520

		Construction Machinery & Heavy Trucks 1.0%
	137,000	Manitex International, Inc.*		1,546,730

		Construction Materials 1.6%
	49,000	Caesarstone Sdot-Yam Ltd. (Israel)		2,532,320

		Consumer Finance 1.2%
	44,000	Encore Capital Group, Inc.*		1,949,640

		Data Processing & Outsourced Services 0.5%
	80,000	KGMobilians Co. Ltd. (Korea)		883,203

		Distillers & Vintners 1.1%
	187,000	Crimson Wine Group Ltd.*		1,714,790

		Diversified Banks 1.3%
	1,300,000	City Union Bank Ltd. (India)		1,809,181
	55,556	Idaho Trust Bancorp*** †		206,668

				2,015,849

		Electronic Manufacturing Services 0.5%
	53,000	Fabrinet*		773,800

		Environmental & Facilities Services 0.9%
	21,837	Heritage-Crystal Clean, Inc.*		324,498
	330,000	Hudson Technologies, Inc.*		1,092,300

				1,416,798


Shares			Value

		Food Distributors 0.8%
	74,000	Chefs’ Warehouse, Inc. (The)*	$	1,203,240

		General Merchandise Stores 0.7%
	30,000	Seria Co. Ltd. (Japan)		1,143,378

		Health Care Equipment 3.3%
	113,000	AtriCure, Inc.*		1,663,360
	515,728	Cardica, Inc.*		551,829
	110,000	Ion Beam Applications* (Belgium)		1,930,897
	164,200	iRadimed Corp.*		1,151,042

				5,297,128

		Health Care Facilities 1.0%
	42,000	Ensign Group, Inc. (The)		1,461,600
	20,005	MD Medical Group Investments plc GDR (Russia)		164,041

				1,625,641

		Health Care REITs 1.9%
	114,000	CareTrust REIT, Inc.*		1,630,200
	100,000	Physicians Realty Trust		1,372,000

				3,002,200

		Health Care Services 2.4%
	38,993	CorVel Corp.*		1,327,711
	88,000	National Research Corp., Class A*		1,144,880
	291,100	Northstar Healthcare, Inc.* (Canada)		358,501
	930,000	Northstar Healthcare, Inc. PIPE* *** † (Canada)		971,041

				3,802,133

		Health Care Supplies 2.2%
	37,000	Guerbet (France)		1,906,865
	450,000	Synergetics USA, Inc.*		1,534,500

				3,441,365

		Health Care Technology 1.0%
	110,000	Nexus AG (Germany)		1,664,183

		Heavy Electrical Equipment 0.6%
	112,000	Pioneer Power Solutions, Inc.*		896,000

		Homebuilding 2.6%
	135,000	Installed Building Products, Inc.*		1,896,750
	121,000	LGI Homes, Inc.*		2,221,560

				4,118,310

		Homefurnishing Retail 0.8%
	59,000	Select Comfort Corp.*		1,234,280

		Hotels & Resort REITs 1.6%
	240,000	Summit Hotel Properties, Inc.		2,587,200

		Housewares & Specialties 0.3%
	28,300	Lifetime Brands, Inc.		433,273

		Industrial Machinery 2.0%
	50,000	Hy-Lok Corp. (Korea)		1,610,993
	58,000	John Bean Technologies Corp.		1,631,540

				3,242,533

		Internet Software & Services 3.9%
	152,000	IntraLinks Holdings, Inc.*		1,231,200
	150,000	Move, Inc.*		3,144,000
	119,000	Perficient, Inc.*		1,783,810

				6,159,010

		IT Consulting & Other Services 2.5%
	62,000	EPAM Systems, Inc.* ††		2,714,980
	77,300	ServiceSource International, Inc.*		249,679
	600,000	WidePoint Corp.*		1,026,000

				3,990,659


		*SEPTEMBER 30, 2014*


Shares			Value

		Leisure Facilities 1.2%
	1,000,000	Grupo Sports World S.A.B. de C.V.* (Mexico)	$	1,839,132

		Mortgage REITs 2.7%
	370,000	Arbor Realty Trust, Inc.		2,493,800
	80,000	Colony Financial, Inc.		1,790,400

				4,284,200

		Oil & Gas Exploration & Production 2.1%
	70,000	Comstock Resources, Inc.		1,303,400
	210,000	Emerald Oil, Inc.*		1,291,500
	28,000	Sanchez Energy Corp.*		735,280

				3,330,180

		Packaged Foods & Meats 2.2%
	32,000	John B. Sanfilippo & Son, Inc.		1,035,520
	2,000,000	Kawan Food Berhad (Malaysia)		1,444,902
	1,875,000	Oldtown Berhad (Malaysia)		1,017,375

				3,497,797

		Paper Packaging 1.0%
	2,400,000	Greatview Aseptic Packaging Co. Ltd. (China)		1,567,102

		Personal Products 2.1%
	150,000	MusclePharm Corp. PIPE*		1,980,000
	30,000	Nu Skin Enterprises, Inc., Class A		1,350,900

				3,330,900

		Pharmaceuticals 6.1%
	54,000	Cempra, Inc.*		591,840
	130,000	Horizon Pharma plc*		1,596,400
	1,595,000	Lee’s Pharmaceutical Holdings Ltd. (China)		2,111,699
	225,000	Moberg Pharma AB* (Sweden)		1,031,581
	80,000	Natco Pharma Ltd. (India)		1,901,554
	170,000	Torrent Pharmaceuticals Ltd. (India)		2,403,012

				9,636,086

		Property & Casualty Insurance 3.1%
	140,000	1347 Property Insurance Holdings, Inc.*		1,094,800
	145,000	Atlas Financial Holdings, Inc.*		2,006,800
	222,878	Kingstone Cos., Inc.		1,805,312

				4,906,912

		Regional Banks 3.6%
	129,000	Customers Bancorp, Inc.*		2,316,840
	34,000	First of Long Island Corp. (The)		1,171,300
	80,290	Investar Holding Corp.*		1,067,857
	89,000	Pacific Continental Corp.		1,143,650

				5,699,647

		Research & Consulting Services 1.6%
	130,000	Franklin Covey Co.*		2,546,700

		Residential REITs 0.7%
	83,000	Bluerock Residential Growth REIT, Inc.		1,079,000

		Semiconductor Equipment 1.7%
	85,000	PDF Solutions, Inc.*		1,071,850
	175,000	Ultra Clean Holdings, Inc.*		1,566,250

				2,638,100

		Semiconductors 0.6%
	850,000	GigOptix, Inc.*		1,028,500

		Soft Drinks 0.9%
	14,000,000	Pepsi-Cola Products Philippines, Inc.* (Philippines)		1,497,410

		Specialized Finance 0.0%
	41,900	Goldwater Bank, N.A.* *** †		8,799


Shares			Value

		Systems Software 0.4%
	20,000	CyberArk Software Ltd.* (Israel)	$	640,200

		Technology Hardware, Storage & Peripherals 1.2%
	50,000	KONA I Co. Ltd. (Korea)		1,847,903

		Thrifts & Mortgage Finance 0.9%
	10,000	BofI Holding, Inc.*		727,100
	49,455	Ocean Shore Holding Co.		711,163

				1,438,263

		Trading Companies & Distributors 2.2%
	85,000	CAI International, Inc.*		1,644,750
	25,000	DXP Enterprises, Inc.*		1,842,000

				3,486,750

		Trucking 3.7%
	85,000	Roadrunner Transportation Systems, Inc.*		1,937,150
	79,000	Saia, Inc.* ††		3,915,240

				5,852,390


		Total Common Stocks (cost $116,804,883)		145,942,541


		PREFERRED STOCKS 1.6%

		Apparel Retail 0.7%
	166,000	Grazziotin S.A. Pfd. (Brazil)		1,177,879

		Pharmaceuticals 0.9%
	105,263	Acetylon Pharmaceuticals, Inc., Series B Pfd.* *** †		1,366,314


		Total Preferred Stocks (cost $1,860,729)		2,544,193


		WARRANTS 0.0%

		Health Care Services 0.0%
	465,000	Northstar Healthcare, Inc., expiring 9/25/16* *** † (Canada)		4,150


		Total Warrants (cost $0)		4,150


Principal Amount			Value
		SHORT-TERM INVESTMENTS 5.7%

		Repurchase Agreement 5.7%
	$9,012,804	Repurchase Agreement dated 9/30/14, 0.00% due 10/1/14 with State Street Bank and Trust Co. collateralized by $9,220,000 of United States Treasury Notes 1.750% due 9/30/19; value: $9,196,950; repurchase proceeds: $9,012,804†† (cost $9,012,804)	$	9,012,804


		Total Short-Term Investments (cost $9,012,804)		9,012,804


		Total Investments (cost $127,678,416) 99.2%		157,503,688

		Other Assets less Liabilities 0.8%		1,296,718


		NET ASSETS 100.0%	$	158,800,406


WASATCH MICRO CAP VALUE FUND (WAMVX) — Schedule of Investments *(continued)*		*SEPTEMBER 30, 2014*


Number of Contracts			Value

		CALL OPTIONS WRITTEN 0.1%

		Auto Parts & Equipment 0.0%
	400	Gentherm, Inc., expiring 12/20/14, exercise price $50	$	53,200

		IT Consulting & Other Services 0.1%
	300	EPAM Systems, Inc., expiring 10/18/14, exercise price $40		129,000

		Trucking 0.0%
	130	Saia, Inc., expiring 12/20/14, exercise price $55		14,300


		Total Call Options Written (premium $206,836)		196,500


		Non-income producing. **Security was fair valued under procedures adopted by the Board of Trustees (see Note 14). †Security purchased in a private placement transaction or under Rule 144A of the Securities Act of 1933 (see Note 10). ††All or a portion of this security has been designated as collateral for call options written (see Note 4). GDR Global Depositary Receipt. PIPE Private Investment in a Public Equity. REIT Real Estate Investment Trust. See Notes to Financial Statements.

At September 30, 2014, Wasatch Micro Cap Value Fund’s investments, excluding short-term investments and call options written, were in the following countries:


Country	%
Belgium		1.3
Brazil		0.8
Canada		0.9
China		2.5
France		1.9
Germany		1.1
India		4.1
Israel		3.4
Japan		0.8
Korea		2.9
Malaysia		1.7
Mexico		1.2
Philippines		1.0
Russia		0.1
Sweden		1.4
Turkey		1.1
United States		73.8

TOTAL		100.0	%


WASATCH SMALL CAP GROWTH FUND (WAAEX) — Schedule of Investments		*SEPTEMBER 30, 2014*


Shares			Value


		COMMON STOCKS 97.6%

		Aerospace & Defense 2.0%
	1,126,738	HEICO Corp., Class A	$	45,407,541

		Air Freight & Logistics 3.6%
	36,319,023	Aramex PJSC (United Arab Emirates)		31,642,378
	1,383,181	Echo Global Logistics, Inc.* ‡‡		32,573,913
	396,311	HUB Group, Inc., Class A*		16,062,485

				80,278,776

		Airlines 2.7%
	483,651	Allegiant Travel Co.		59,808,283

		Airport Services 1.4%
	1,805,991	Wesco Aircraft Holdings, Inc.*		31,424,243

		Apparel Retail 1.5%
	1,145,388	Zumiez, Inc.*		32,185,403

		Application Software 4.7%
	153,030	Concur Technologies, Inc.*		19,407,265
	594,444	Ultimate Software Group, Inc.*		84,119,770

				103,527,035

		Automotive Retail 2.2%
	496,884	Monro Muffler Brake, Inc.		24,113,780
	162,913	O’Reilly Automotive, Inc.*		24,495,599

				48,609,379

		Biotechnology 6.0%
	2,727,500	Abcam plc (United Kingdom)		17,782,402
	642,332	Argos Therapeutics, Inc.*		6,461,860
	527,438	Cellular Dynamics International, Inc.*		3,707,889
	1,357,191	ChemoCentryx, Inc.*		6,107,360
	298,905	Esperion Therapeutics, Inc.*		7,311,216
	1,490,482	Exact Sciences Corp.*		28,885,541
	1,529,490	Sangamo BioSciences, Inc.*		16,495,550
	1,241,169	Seattle Genetics, Inc.*		46,146,663

				132,898,481

		Consumer Finance 0.7%
	3,305,639	Mahindra & Mahindra Financial Services Ltd. (India)		14,579,923

		Data Processing & Outsourced Services 5.7%
	745,510	ExlService Holdings, Inc.*		18,197,899
	549,162	Syntel, Inc.*		48,293,306
	1,616,209	Wirecard AG (Germany)		59,710,295

				126,201,500

		Diversified Banks 1.8%
	565,550	HDFC Bank Ltd. ADR (India)		26,343,319
	1,566,515	Yes Bank Ltd. (India)		14,128,058

				40,471,377

		Diversified Support Services 1.6%
	1,124,516	Copart, Inc.*		35,214,219

		Drug Retail 0.7%
	119,229	Cosmos Pharmaceutical Corp. (Japan)		15,121,727

		Electrical Components & Equipment 1.1%
	648,886	Polypore International, Inc.*		25,248,154

		Electronic Manufacturing Services 2.3%
	729,002	IPG Photonics Corp.*		50,140,758

		Environmental & Facilities Services 1.2%
	1,067,205	Tetra Tech, Inc.		26,658,781


Shares			Value

		Food Distributors 1.0%
	1,423,495	Chefs’ Warehouse, Inc. (The)* ‡‡	$	23,146,029

		Health Care Distributors 1.5%
	223,977	MWI Veterinary Supply, Inc.*		33,238,187

		Health Care Equipment 1.9%
	484,672	Abaxis, Inc.		24,577,717
	229,767	DexCom, Inc.*		9,188,383
	593,260	Tandem Diabetes Care, Inc.*		7,961,549

				41,727,649

		Health Care Services 2.1%
	1,030,019	IPC The Hospitalist Co., Inc.* ‡‡		46,134,551

		Homefurnishing Retail 2.0%
	751,690	Mattress Firm Holding Corp.*		45,146,501

		Industrial Machinery 1.9%
	262,005	Graco, Inc.		19,121,125
	339,785	Proto Labs, Inc.*		23,445,165

				42,566,290

		Internet Retail 4.7%
	786,591	Blue Nile, Inc.* ‡‡		22,457,173
	1,640,474	MakeMyTrip Ltd.* (India)		45,654,391
	860,209	RetailMeNot, Inc.*		13,900,978
	481,882	Start Today Co. Ltd. (Japan)		10,487,826
	183,857	zooplus AG* (Germany)		12,786,357

				105,286,725

		Internet Software & Services 8.2%
	1,093,102	Angie’s List, Inc.*		6,963,060
	1,331,244	Cornerstone OnDemand, Inc.*		45,808,106
	1,077,668	Dealertrack Technologies, Inc.*		46,781,568
	396,238	Envestnet, Inc.*		17,830,710
	1,615,954	SciQuest, Inc.* ‡‡		24,303,948
	280,753	SPS Commerce, Inc.*		14,922,022
	456,539	Vistaprint N.V.*		25,013,772

				181,623,186

		Leisure Facilities 1.8%
	768,942	Life Time Fitness, Inc.*		38,785,434

		Life Sciences Tools & Services 6.2%
	1,172,379	Divi’s Laboratories Ltd. (India)		34,218,432
	897,084	Fluidigm Corp.*		21,978,558
	1,103,068	ICON plc* (Ireland)		63,128,582
	189,236	Techne Corp.		17,703,028

				137,028,600

		Managed Health Care 0.3%
	655,582	Trupanion, Inc.*		5,572,447

		Oil & Gas Equipment & Services 4.2%
	334,085	Dril-Quip, Inc.*		29,867,199
	437,524	Pason Systems, Inc. (Canada)		12,225,136
	160,362	Schoeller-Bleckmann Oilfield Equipment AG (Austria)		15,644,135
	382,702	ShawCor Ltd. (Canada)		19,296,473
	675,162	TGS-NOPEC Geophysical Co. ASA (Norway)		17,166,737

				94,199,680

		Oil & Gas Exploration & Production 2.1%
	2,608,954	Gran Tierra Energy, Inc.* (Colombia)		14,453,605
	978,179	Northern Oil and Gas, Inc.*		13,909,705
	3,483,665	Premier Oil plc (United Kingdom)		18,802,268

				47,165,578


WASATCH SMALL CAP GROWTH FUND (WAAEX) — Schedule of Investments *(continued)*		*SEPTEMBER 30, 2014*


Shares			Value

		Packaged Foods & Meats 1.2%
	2,461	Annie’s, Inc.*	$	112,960
	286,067	GlaxoSmithKline Consumer Healthcare Ltd. (India)		26,147,154

				26,260,114

		Personal Products 0.6%
	472,827	Colgate-Palmolive India Ltd. (India)		13,359,124

		Pharmaceuticals 1.5%
	1,752,428	Cempra, Inc.* ‡‡		19,206,611
	1,152,557	IPCA Laboratories Ltd. (India)		14,780,200

				33,986,811

		Research & Consulting Services 1.6%
	549,657	Stantec, Inc. (Canada)		35,854,126

		Restaurants 1.3%
	1,491,986	Jubilant Foodworks Ltd.* (India)		29,544,995

		Semiconductors 3.6%
	248,064	Cavium, Inc.*		12,336,223
	1,150,899	Power Integrations, Inc.		62,044,965
	161,235	Silicon Laboratories, Inc.*		6,552,590

				80,933,778

		Specialty Stores 0.5%
	259,737	Hibbett Sports, Inc.*		11,072,588

		Systems Software 1.7%
	600,133	FleetMatics Group plc*		18,304,057
	1,327,319	Infoblox, Inc.*		19,577,955

				37,882,012

		Trading Companies & Distributors 2.6%
	141,374	DXP Enterprises, Inc.*		10,416,436
	547,600	MSC Industrial Direct Co., Inc., Class A		46,797,896

				57,214,332

		Trucking 5.9%
	4,784,182	Knight Transportation, Inc.†† ‡‡		131,038,745


		Total Common Stocks (cost $1,413,794,700)		2,166,543,062


		PREFERRED STOCKS 1.5%

		Biotechnology 0.0%
	677,966	Nanosys, Inc., Series D Pfd.* *** †		366,848
	161,519	Nanosys, Inc., Series E Pfd.* *** †		183,211

				550,059

		Oil & Gas Equipment & Services 0.7%
	5,818,582	Drilling Info Holdings, Inc., Series B Pfd.* *** †		15,350,001

		Systems Software 0.8%
	1,114,610	DataStax, Inc., Series E Pfd.* *** †		8,000,002
	33,296	DocuSign, Inc., Series B Pfd. * *** †		437,256
	9,974	DocuSign, Inc., Series B-1 Pfd. * *** †		130,983
	23,905	DocuSign, Inc., Series D Pfd. * *** †		313,930
	618,152	DocuSign, Inc., Series E Pfd. * *** †		8,117,819

				16,999,990


		Total Preferred Stocks (cost $34,534,930)		32,900,050


Shares			Value


		LIMITED PARTNERSHIP INTEREST 0.2%

		Asset Management & Custody Banks 0.2%
		Greenspring Global Partners II-B, L.P.*** †	$	3,166,752
		Greenspring Global Partners III-B, L.P.*** †		1,348,923

				4,515,675


		Total Limited Partnership Interest (cost $4,634,695)		4,515,675


Principal Amount			Value
		SHORT-TERM INVESTMENTS 0.9%

		Repurchase Agreement 0.9%
	$20,033,263	Repurchase Agreement dated 9/30/14, 0.00% due 10/1/14 with State Street Bank and Trust Co. collateralized by $20,490,000 of United States Treasury Notes 1.750% due 9/30/19; value: $20,438,775; repurchase proceeds: $20,033,263†† (cost $20,033,263)	$	20,033,263


		Total Short-Term Investments (cost $20,033,263)		20,033,263


		Total Investments (cost $1,472,997,588) 100.2%		2,223,992,050

		Liabilities less Other Assets (0.2%)		(4,354,357	)


		NET ASSETS 100.0%	$	2,219,637,693


		Non-income producing. **Security was fair valued under procedures adopted by the Board of Trustees (see Note 14). †Security purchased in a private placement transaction or under Rule 144A of the Securities Act of 1933 (see Note 10). ††All or a portion of this security has been designated as collateral for purchase commitments (see Note 11). ‡‡Affiliated company (see Note 9). ADR American Depositary Receipt. See Notes to Financial Statements.

At September 30, 2014, Wasatch Small Cap Growth Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Austria		0.7
Canada		3.0
Colombia		0.6
Germany		3.3
India		9.9
Ireland		2.9
Japan		1.2
Norway		0.8
United Arab Emirates		1.4
United Kingdom		1.7
United States		74.5

TOTAL		100.0	%


WASATCH SMALL CAP VALUE FUND (WMCVX / WICVX) — Schedule of Investments		*SEPTEMBER 30, 2014*


Shares				Value

		COMMON STOCKS 99.8%

		Aerospace & Defense 2.3%
	155,347	HEICO Corp., Class A		$	6,260,484

		Airlines 2.1%
	46,882	Allegiant Travel Co.			5,797,428

		Airport Services 1.2%
	190,823	Wesco Aircraft Holdings, Inc.*			3,320,320

		Apparel Retail 1.4%
	257,095	Chico’s FAS, Inc.			3,797,293

		Apparel, Accessories & Luxury Goods 1.4%
	279,920	Vaibhav Global Ltd.* (India)			3,925,044

		Application Software 2.1%
	409,921	Ebix, Inc.			5,812,680

		Asset Management & Custody Banks 2.5%
	177,376	Manning & Napier, Inc.			2,978,143
	22,089	Virtus Investment Partners, Inc.			3,836,859

					6,815,002

		Auto Parts & Equipment 1.1%
	75,297	Dorman Products, Inc.*			3,016,398

		Computer & Electronics Retail 1.7%
	114,116	GameStop Corp., Class A			4,701,579

		Construction & Engineering 1.4%	��
	116,813	Northwest Pipe Co.*			3,983,323

		Consumer Finance 4.7%
	28,148	Credit Acceptance Corp.*			3,548,618
	131,719	Encore Capital Group, Inc.*			5,836,469
	70,937	Portfolio Recovery Associates, Inc.*			3,705,040

					13,090,127

		Data Processing & Outsourced Services 3.4%
	153,063	NeuStar, Inc., Class A*			3,800,554
	61,960	Syntel, Inc.*			5,448,763

					9,249,317

		Diversified Banks 3.2%
	3,170,210	City Union Bank Ltd. (India)			4,411,910
	477,059	Yes Bank Ltd. (India)			4,302,491

					8,714,401

		Diversified Support Services 2.6%
	230,425	Copart, Inc.*			7,215,759

		Electrical Components & Equipment 2.5%
	176,878	Polypore International, Inc.*			6,882,323

		Electronic Manufacturing Services 2.3%
	441,395	Fabrinet*			6,444,367

		Fertilizers & Agricultural Chemicals 2.7%
	309,426	American Vanguard Corp.			3,465,571
	260,379	Intrepid Potash, Inc.*			4,022,856

					7,488,427

		Footwear 1.3%
	66,622	Skechers U.S.A., Inc., Class A*			3,551,619

		Health Care Facilities 2.5%
	201,641	Ensign Group, Inc. (The)			7,017,107


Shares			Value

		Health Care REITs 1.7%
	324,267	CareTrust REIT, Inc.*	$	4,637,018

		Health Care Services 2.4%
	73,411	Air Methods Corp.*		4,077,981
	75,653	CorVel Corp.*		2,575,985

				6,653,966

		Homefurnishing Retail 2.5%
	334,586	Select Comfort Corp.*		6,999,539

		Hotels & Resort REITs 2.8%
	708,220	Summit Hotel Properties, Inc.		7,634,612

		Internet Retail 1.1%
	106,688	MakeMyTrip Ltd.* (India)		2,969,127

		Internet Software & Services 3.0%
	152,533	Vistaprint N.V.*		8,357,283

		IT Consulting & Other Services 1.7%
	107,055	EPAM Systems, Inc.*		4,687,938

		Life Sciences Tools & Services 1.4%
	68,678	ICON plc* (Ireland)		3,930,442

		Mortgage REITs 2.6%
	1,072,975	Arbor Realty Trust, Inc.		7,231,851

		Oil & Gas Equipment & Services 2.1%
	66,776	Geospace Technologies Corp.*		2,347,177
	128,850	TGS-NOPEC Geophysical Co. ASA (Norway)		3,276,153
	8,000	TGS-NOPEC Geophysical Co. ASA ADR (Norway)		202,840

				5,826,170

		Oil & Gas Exploration & Production 5.8%
	255,364	Comstock Resources, Inc.		4,754,878
	429,047	Northern Oil and Gas, Inc.*		6,101,048
	220,286	Ultra Petroleum Corp.*		5,123,852

				15,979,778

		Oil & Gas Refining & Marketing 1.5%
	101,953	World Fuel Services Corp.		4,069,964

		Personal Products 3.8%
	149,755	Nu Skin Enterprises, Inc., Class A		6,743,468
	51,867	USANA Health Sciences, Inc.*		3,820,523

				10,563,991

		Pharmaceuticals 3.6%
	56,818	Mallinckrodt plc*		5,122,143
	343,950	Torrent Pharmaceuticals Ltd. (India)		4,861,858

				9,984,001

		Regional Banks 7.2%
	310,491	Customers Bancorp, Inc.*		5,576,418
	306,353	MidSouth Bancorp, Inc.		5,728,801
	85,647	Pinnacle Financial Partners, Inc.		3,091,857
	96,731	Prosperity Bancshares, Inc.		5,530,111

				19,927,187

		Research & Consulting Services 3.9%
	278,475	Acacia Research Corp.		4,310,793
	331,134	Franklin Covey Co.*		6,486,915

				10,797,708

		Systems Software 1.6%
	257,261	AVG Technologies N.V.*		4,265,387


WASATCH SMALL CAP VALUE FUND (WMCVX / WICVX) — Schedule of Investments *(continued)*		*SEPTEMBER 30, 2014*


Shares			Value

		Trading Companies & Distributors 2.7%
	73,034	DXP Enterprises, Inc.*	$	5,381,145
	25,155	MSC Industrial Direct Co., Inc., Class A		2,149,746

				7,530,891

		Trucking 6.0%
	152,800	Knight Transportation, Inc.		4,185,192
	41,546	Old Dominion Freight Line, Inc.*		2,934,810
	112,754	Saia, Inc.*		5,588,088
	156,868	Universal Truckload Services, Inc.		3,804,049

				16,512,139


		Total Common Stocks (cost $228,995,014)		275,641,990


Principal Amount			Value
		SHORT-TERM INVESTMENTS 1.5%

		Repurchase Agreement 1.5%
	$4,009,099	Repurchase Agreement dated 9/30/14, 0.00% due 10/1/14 with State Street Bank and Trust Co. collateralized by $4,100,000 of United States Treasury Notes 1.750% due 9/30/19; value: $4,089,750; repurchase proceeds: $4,009,099 (cost $4,009,099)	$	4,009,099


		Total Short-Term Investments (cost $4,009,099)		4,009,099


		Total Investments (cost $233,004,113) 101.3%		279,651,089

		Liabilities less Other Assets (1.3%)		(3,694,874	)


		NET ASSETS 100.0%	$	275,956,215


		*Non-income producing. ADR American Depositary Receipt. REIT Real Estate Investment Trust. See Notes to Financial Statements.

At September 30, 2014, Wasatch Small Cap Value Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
India		7.4
Ireland		1.4
Norway		1.3
United States		89.9

TOTAL		100.0	%


WASATCH STRATEGIC INCOME FUND (WASIX) — Schedule of Investments		*SEPTEMBER 30, 2014*


Shares			Value

		COMMON STOCKS 87.9%

		Asset Management & Custody Banks 9.5%
	110,600	Ares Capital Corp.	$	1,787,296
	187,000	FS Investment Corp.		2,013,990
	232,200	Medallion Financial Corp.		2,707,452
	139,100	NorthStar Asset Management Group, Inc.*		2,562,222

				9,070,960

		Cable & Satellite 1.9%
	34,500	Comcast Corp., Class A		1,855,410

		Consumer Finance 6.1%
	35,030	Capital One Financial Corp.		2,859,149
	45,500	Discover Financial Services		2,929,745

				5,788,894

		Data Processing & Outsourced Services 5.5%
	35,000	MasterCard, Inc., Class A		2,587,200
	12,335	Visa, Inc., Class A		2,631,919

				5,219,119

		Diversified REITs 0.2%
	177,857	Star Asia Financial Ltd.* *** †		231,214

		Drug Retail 5.9%
	47,500	CVS Health Corp.		3,780,525
	30,500	Walgreen Co.		1,807,735

				5,588,260

		Health Care Services 2.0%
	18,240	Chemed Corp.		1,876,896

		Integrated Oil & Gas 7.2%
	31,400	Occidental Petroleum Corp.		3,019,110
	104,630	Suncor Energy, Inc. (Canada)		3,784,440

				6,803,550

		Integrated Telecommunication Services 2.1%
	40,000	Verizon Communications, Inc.		1,999,600

		Mortgage REITs 20.5%
	91,900	Altisource Residential Corp.		2,205,600
	106,600	American Capital Mortgage Investment Corp.		2,006,212
	108,000	Capstead Mortgage Corp.		1,321,920
	123,491	Colony Financial, Inc.		2,763,728
	165,100	NorthStar Realty Finance Corp.		2,917,317
	136,200	Starwood Property Trust, Inc.		2,990,952
	261,000	Two Harbors Investment Corp.		2,523,870
	161,168	ZAIS Financial Corp.		2,781,760

				19,511,359

		Movies & Entertainment 2.2%
	23,100	Walt Disney Co. (The)		2,056,593

		Multi-Line Insurance 1.7%
	30,000	American International Group, Inc.		1,620,600

		Oil & Gas Drilling 2.1%
	20,000	Helmerich & Payne, Inc.		1,957,400

		Personal Products 4.0%
	40,374	Herbalife Ltd.		1,766,362
	46,000	Nu Skin Enterprises, Inc., Class A		2,071,380

				3,837,742

		Railroads 2.9%
	38,800	Canadian National Railway Co. (Canada)		2,753,102

		Restaurants 2.0%
	19,600	McDonald’s Corp.		1,858,276


Shares			Value

		Semiconductors 2.1%
	46,100	Xilinx, Inc.	$	1,952,335

		Thrifts & Mortgage Finance 2.9%
	130,500	Home Loan Servicing Solutions Ltd.		2,765,295

		Trading Companies & Distributors 7.1%
	89,400	TAL International Group, Inc.*		3,687,750
	12,030	W.W. Grainger, Inc.		3,027,349

				6,715,099


		Total Common Stocks (cost $72,790,014)		83,461,704


		EXCHANGE-TRADED FUNDS 3.2%

		Asset Management & Custody Banks 3.2%
	30,600	PowerShares Dynamic Pharmaceuticals Portfolio		1,947,690
	50,000	ProShares VIX Short-Term Futures ETF*		1,039,000

				2,986,690


		Total Exchange-Traded Funds (cost $1,826,973)		2,986,690


		LIMITED PARTNERSHIP INTEREST 3.8%

		Asset Management & Custody Banks 3.8%
	56,900	Blackstone Group L.P.		1,791,212
	82,000	KKR & Co. L.P.		1,828,600

				3,619,812


		Total Limited Partnership Interest (cost $3,642,200)		3,619,812


Principal Amount			Value

		CORPORATE BONDS 0.0%

		Gold 0.0%
	$206,604	Redcorp Ventures Ltd., 13.00%, 7/11/12, Series D* *** † ^§§ (Canada)	$	1,125


		Total Corporate Bonds (cost $152,584)		1,125


WASATCH STRATEGIC INCOME FUND (WASIX) — Schedule of Investments *(continued)*		*SEPTEMBER 30, 2014*




Principal Amount			Value

		SHORT-TERM INVESTMENTS 0.9%

		Repurchase Agreement 0.9%
	$ 856,868	Repurchase Agreement dated 9/30/14, 0.00% due 10/1/14 with State Street Bank and Trust Co. collateralized by $925,000 of United States Treasury Bonds 2.875% due 5/15/43; value: $877,594; repurchase proceeds: $856,868 (cost $856,868)	$	856,868


		Total Short-Term Investments (cost $856,868)		856,868


		Total Investments (cost $79,268,639) 95.8%		90,926,199


		Other Assets less Liabilities 4.2%		4,031,561


		NET ASSETS 100.0%	$	94,957,760


		Non-income producing. **Security was fair valued under procedures adopted by the Board of Trustees (see Note 14). †Security purchased in a private placement transaction or under Rule 144A of the Securities Act of 1933 (see Note 10). ^§§In default. ETF Exchange-Traded Fund. REIT Real Estate Investment Trust. See Notes to Financial Statements.

At September 30, 2014, Wasatch Strategic Income Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Canada		7.3
United States		92.7

TOTAL		100.0	%


WASATCH ULTRA GROWTH FUND (WAMCX) — Schedule of Investments		*SEPTEMBER 30, 2014*


Shares			Value

		COMMON STOCKS 91.8%

		Air Freight & Logistics 1.3%
	56,079	Echo Global Logistics, Inc.*	$	1,320,660

		Apparel, Accessories & Luxury Goods 1.6%
	12,815	Page Industries Ltd. (India)		1,636,735

		Application Software 6.8%
	8,564	Concur Technologies, Inc.*		1,086,086
	94,652	Exa Corp.*		1,067,675
	24,367	Interactive Intelligence Group, Inc.*		1,018,541
	30,215	QLIK Technologies, Inc.*		817,014
	73,826	Tangoe, Inc.*		1,000,342
	14,001	Ultimate Software Group, Inc.*		1,981,281

				6,970,939

		Asset Management & Custody Banks 1.0%
	5,882	Virtus Investment Partners, Inc.		1,021,703

		Biotechnology 9.3%
	151,370	Abcam plc (United Kingdom)		986,882
	77,977	Argos Therapeutics, Inc.*		784,449
	69,159	Cellular Dynamics International, Inc.*		486,188
	84,974	ChemoCentryx, Inc.*		382,383
	311,570	Cytokinetics, Inc.*		1,096,726
	19,131	Esperion Therapeutics, Inc.*		467,944
	62,457	Exact Sciences Corp.*		1,210,417
	21,415	GlobeImmune, Inc.*		147,978
	41,818	Inovio Pharmaceuticals, Inc.*		411,907
	68,378	OncoGenex Pharmaceutical, Inc.*		182,569
	105,623	Sangamo BioSciences, Inc.*		1,139,144
	59,660	Seattle Genetics, Inc.*		2,218,159

				9,514,746

		Building Products 1.2%
	34,756	Trex Co., Inc.*		1,201,515

		Casinos & Gaming 0.8%
	23,665	Multimedia Games Holding Co., Inc.*		852,177

		Communications Equipment 0.7%
	18,898	Ubiquiti Networks, Inc.*		709,242

		Consumer Finance 0.7%
	166,076	Mahindra & Mahindra Financial Services Ltd. (India)		732,498

		Data Processing & Outsourced Services 1.1%
	13,364	Syntel, Inc.*		1,175,230

		Diversified Banks 3.9%
	1,274,848	City Union Bank Ltd. (India)		1,774,177
	248,096	Yes Bank Ltd. (India)		2,237,524

				4,011,701

		Electrical Components & Equipment 2.1%
	55,640	Polypore International, Inc.*		2,164,952

		Electronic Manufacturing Services 1.8%
	27,359	IPG Photonics Corp.*		1,881,752

		Environmental & Facilities Services 1.2%
	25,556	Waste Connections, Inc.		1,239,977

		Footwear 0.8%
	14,934	Skechers U.S.A., Inc., Class A*		796,132


Shares			Value

		Health Care Equipment 5.5%
	117,670	AtriCure, Inc.*	$	1,732,102
	1,158,664	Cardica, Inc.*		1,239,771
	70,512	Novadaq Technologies, Inc.* (Canada)		894,797
	32,272	NuVasive, Inc.*		1,125,325
	49,910	Tandem Diabetes Care, Inc.*		669,792

				5,661,787

		Health Care Services 0.9%
	20,203	IPC The Hospitalist Co., Inc.*		904,892

		Health Care Technology 0.6%
	70,611	Vocera Communications, Inc.*		569,831

		Homebuilding 2.1%
	68,515	Installed Building Products, Inc.*		962,636
	67,462	LGI Homes, Inc.*		1,238,602

				2,201,238

		Industrial Machinery 1.4%
	20,309	Proto Labs, Inc.*		1,401,321

		Internet Retail 3.0%
	87,990	MakeMyTrip Ltd.* (India)		2,448,762
	41,774	RetailMeNot, Inc.*		675,068

				3,123,830

		Internet Software & Services 10.0%
	97,877	Amber Road, Inc.*		1,697,187
	56,755	Cornerstone OnDemand, Inc.*		1,952,939
	16,854	Demandware, Inc.*		858,206
	81,109	E2open, Inc.*		755,125
	107,057	SciQuest, Inc.*		1,610,137
	28,084	SPS Commerce, Inc.*		1,492,665
	25,348	Vistaprint N.V.*		1,388,817
	22,061	Xoom Corp.*		484,239
	91,388	Xtera Communications, Inc.* *** †		914

				10,240,229

		IT Consulting & Other Services 1.9%
	44,713	Cognizant Technology Solutions Corp., Class A*		2,001,801

		Life Sciences Tools & Services 1.5%
	26,676	ICON plc* (Ireland)		1,526,668

		Managed Health Care 0.5%
	11,609	HealthEquity, Inc.*		212,561
	31,129	Trupanion, Inc.*		264,596

				477,157

		Oil & Gas Exploration & Production 2.4%
	104,055	Northern Oil and Gas, Inc.*		1,479,662
	40,207	Ultra Petroleum Corp.*		935,215

				2,414,877

		Oil & Gas Refining & Marketing 1.0%
	277,686	Amyris, Inc.*		1,052,430

		Packaged Foods & Meats 1.4%
	15,963	GlaxoSmithKline Consumer Healthcare Ltd. (India)		1,459,053

		Pharmaceuticals 4.8%
	30,319	Aerie Pharmaceuticals, Inc.*		627,300
	68,788	Cardiovascular Systems, Inc.*		1,625,460
	119,963	Cempra, Inc.*		1,314,795
	53,828	Egalet Corp.*		306,820
	82,889	Horizon Pharma plc*		1,017,877

				4,892,252


WASATCH ULTRA GROWTH FUND (WAMCX) — Schedule of Investments *(continued)*		*SEPTEMBER 30, 2014*


Shares			Value

		Regional Banks 0.8%
	45,797	Customers Bancorp, Inc.*	$	822,514

		Restaurants 1.6%
	85,378	Jubilant Foodworks Ltd.* (India)		1,690,695

		Semiconductor Equipment 1.4%
	113,682	PDF Solutions, Inc.*		1,433,530

		Semiconductors 5.4%
	146,151	MaxLinear, Inc., Class A*		1,005,519
	22,241	NVE Corp.*		1,435,434
	57,804	Power Integrations, Inc.		3,116,214

				5,557,167

		Specialized Consumer Services 1.1%
	81,698	LifeLock, Inc.*		1,167,464

		Specialized Finance 0.7%
	22,618	CRISIL Ltd. (India)		728,786

		Specialty Chemicals 2.4%
	32,868	Balchem Corp.		1,859,343
	468,099	EcoSynthetix, Inc.* (Canada)		626,610

				2,485,953

		Systems Software 5.1%
	69,141	FleetMatics Group plc*		2,108,800
	101,414	Infoblox, Inc.*		1,495,857
	5,798	NetSuite, Inc.*		519,153
	96,950	TubeMogul, Inc.*		1,114,925

				5,238,735

		Technology Hardware, Storage & Peripherals 0.8%
	128,690	Intevac, Inc.*		858,362

		Trucking 1.2%
	45,071	Knight Transportation, Inc.		1,234,495


		Total Common Stocks (cost $76,469,995)		94,375,026


		PREFERRED STOCKS 1.9%

		Biotechnology 0.1%
	169,492	Nanosys, Inc., Series D Pfd.* *** †		91,712
	40,380	Nanosys, Inc., Series E Pfd.* *** †		45,803

				137,515

		Health Care Technology 0.7%
	253,064	Data Sciences International, Inc., Series B Pfd.* *** †		729,027
	243,902	TherOx, Inc., Series I Pfd.* *** †		2,439

				731,466

		Oil & Gas Equipment & Services 1.1%
	435,920	Drilling Info Holdings, Inc., Series B Pfd.* *** †		1,150,001


		Total Preferred Stocks (cost $3,171,238)		2,018,982


		LIMITED PARTNERSHIP INTEREST 4.1%

		Asset Management & Custody Banks 4.1%
		Greenspring Global Partners II-B, L.P.*** †		2,850,066
		Greenspring Global Partners III-B, L.P.*** †		1,348,923

				4,198,989


		Total Limited Partnership Interest (cost $4,304,983)		4,198,989


Principal Amount			Value

		SHORT-TERM INVESTMENTS 1.8%

		Repurchase Agreement 1.8%
	$1,812,499	Repurchase Agreement dated 9/30/14, 0.00% due 10/1/14 with State Street Bank and Trust Co. collateralized by $1,855,000 of United States Treasury Notes 1.750% due 9/30/19; value: $1,850,363; repurchase proceeds: $1,812,499†† (cost $1,812,499)	$	1,812,499


		Total Short-Term Investments (cost $1,812,499)		1,812,499


		Total Investments (cost $85,758,715) 99.6%		102,405,496

		Other Assets less Liabilities 0.4%		428,211


		NET ASSETS 100.0%	$	102,833,707


		Non-income producing. **Security was fair valued under procedures adopted by the Board of Trustees (see Note 14). †Security purchased in a private placement transaction or under Rule 144A of the Securities Act of 1933 (see Note 10). ††All or a portion of this security has been designated as collateral for purchase commitments (see Note 11). See Notes to Financial Statements.

At September 30, 2014, Wasatch Ultra Growth Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Canada		1.5
India		12.6
Ireland		1.5
United Kingdom		1.0
United States		83.4

TOTAL		100.0	%


WASATCH WORLD INNOVATORS FUND (WAGTX) — Schedule of Investments		*SEPTEMBER 30, 2014*


Shares			Value

		COMMON STOCKS 98.6%

		Apparel, Accessories & Luxury Goods 0.2%
	14,938	Calida Holding AG* (Switzerland)	$	549,231

		Application Software 3.0%
	49,511	Aveva Group plc (United Kingdom)		1,235,009
	18,819	ESI Group* (France)		519,040
	598,206	GameLoft SE* (France)		3,973,636
	143,180	TiVo, Inc.*		1,831,988

				7,559,673

		Asset Management & Custody Banks 2.8%
	33,300	Ameriprise Financial, Inc.		4,108,554
	155,000	NorthStar Asset Management Group, Inc.*		2,855,100

				6,963,654

		Automotive Retail 3.0%
	353,730	Mekonomen AB (Sweden)		7,667,947

		Biotechnology 6.9%
	2,684,294	Abcam plc (United Kingdom)		17,500,713

		Cable & Satellite 3.5%
	92,182	Comcast Corp., Class A		4,957,548
	43,884	DIRECTV*		3,796,844

				8,754,392

		Communications Equipment 1.3%
	306,927	Infinera Corp.*		3,274,911

		Computer & Electronics Retail 0.4%
	28,180	Groupe Fnac* (France)		1,047,328

		Consumer Finance 6.2%
	74,500	Capital One Financial Corp.		6,080,690
	99,900	Discover Financial Services		6,432,561
	72,000	Encore Capital Group, Inc.*		3,190,320

				15,703,571

		Data Processing & Outsourced Services 3.8%
	69,750	MasterCard, Inc., Class A		5,155,920
	21,195	Visa, Inc., Class A		4,522,377

				9,678,297

		Drug Retail 1.2%
	39,000	CVS Health Corp.		3,104,010

		Education Services 3.5%
	672,000	Kroton Educacional S.A. (Brazil)		4,202,647
	130,000	TAL Education Group ADR* (China)		4,542,200

				8,744,847

		Fertilizers & Agricultural Chemicals 1.4%
	30,700	Monsanto Co.		3,454,057

		Health Care Equipment 4.3%
	141,925	DiaSorin S.p.A. (Italy)		5,326,713
	186,588	Ion Beam Applications* (Belgium)		3,275,293
	972,730	Sorin S.p.A.* (Italy)		2,383,118

				10,985,124

		Health Care Services 1.1%
	98,511	Bio-Reference Laboratories, Inc.*		2,764,219


Shares			Value

		Health Care Supplies 4.6%
	1,802,813	Advanced Medical Solutions Group plc (United Kingdom)	$	3,564,841
	95,032	Guerbet (France)		4,897,653
	12,496	Sartorius Stedim Biotech (France)		2,087,769
	1,198,424	Shandong Weigao Group Medical Polymer Co. Ltd., Class H (China)		1,189,989

				11,740,252

		Health Care Technology 0.3%
	28,601	CompuGroup Medical AG (Germany)		684,812

		Home Entertainment Software 2.1%
	260,862	Activision Blizzard, Inc.††		5,423,321

		Household Appliances 1.6%
	204,627	De’ Longhi (Italy)		4,119,105

		Hypermarkets & Super Centers 1.5%
	42,951	PriceSmart, Inc. (Costa Rica)		3,678,324

		Industrial Machinery 2.6%
	69,735	KUKA AG (Germany)		4,223,588
	53,750	Rotork plc (United Kingdom)		2,408,814

				6,632,402

		Internet Retail 3.6%
	12,046	Amazon.com, Inc.*		3,884,112
	13,922	ASOS plc* (United Kingdom)		507,708
	277,978	Ocado Group plc* (United Kingdom)		1,193,949
	3,000	Priceline Group, Inc. (The)*		3,475,740

				9,061,509

		Internet Software & Services 14.2%
	7,157	Alibaba Group Holding Ltd. ADR* (China)		635,900
	258,990	eBay, Inc.*		14,666,604
	18,918	Google, Inc., Class A*		11,131,540
	67,000	IAC/InterActiveCorp		4,415,300
	217,213	NetGem S.A. (France)		576,045
	87,874	Twitter, Inc.*		4,532,541
	6,528	Xtera Communications, Inc.* *** †		65

				35,957,995

		IT Consulting & Other Services 2.0%
	110,564	Cognizant Technology Solutions Corp., Class A*		4,949,950

		Leisure Products 0.2%
	12,690	Fenix Outdoor International AG* (Sweden)		558,961

		Movies & Entertainment 0.4%
	219,843	SFX Entertainment, Inc.*		1,103,612

		Oil & Gas Refining & Marketing 1.0%
	63,900	World Fuel Services Corp.		2,550,888

		Personal Products 2.4%
	62,401	Herbalife Ltd.		2,730,044
	72,000	Nu Skin Enterprises, Inc., Class A		3,242,160

				5,972,204

		Pharmaceuticals 3.9%
	75,264	Valeant Pharmaceuticals International, Inc.* (Canada)		9,874,637

		Publishing 0.8%
	188,487	New York Times Co. (The)		2,114,824

		Real Estate Services 2.6%
	64,328	Altisource Portfolio Solutions S.A.*		6,484,262

		Restaurants 1.5%
	404,285	Domino’s Pizza Group plc (United Kingdom)		3,721,908


WASATCH WORLD INNOVATORS FUND (WAGTX) — Schedule of Investments *(continued)*		*SEPTEMBER 30, 2014*


Shares			Value

		Semiconductors 3.5%
	71,000	Altera Corp.	$	2,540,380
	158,500	Taiwan Semiconductor Manufacturing Co. Ltd. ADR (Taiwan)		3,198,530
	72,700	Xilinx, Inc.		3,078,845

				8,817,755

		Specialized Finance 1.6%
	67,002	MarketAxess Holdings, Inc.		4,144,744

		Systems Software 0.5%
	50,144	Init Innovation In Traffic Systems AG (Germany)		1,370,972

		Technology Hardware, Storage & Peripherals 1.1%
	1,862,000	Lenovo Group Ltd. (China)		2,772,143

		Thrifts & Mortgage Finance 3.7%
	261,738	Ocwen Financial Corp.*		6,852,301
	178,000	PennyMac Financial Services, Inc., Class A*		2,607,700

				9,460,001

		Wireless Telecommunication Services 0.3%
	40,417	MTN Group Ltd. (South Africa)		853,047


		Total Common Stocks (cost $218,232,901)		249,799,602


		LIMITED PARTNERSHIP INTEREST 0.1%

		Asset Management & Custody Banks 0.1%
		Greenspring Global Partners II-B, L.P.*** †		316,673


		Total Limited Partnership Interest (cost $329,706)		316,673


Principal Amount			Value
		SHORT-TERM INVESTMENTS 3.1%

		Repurchase Agreement 3.1%
	$7,892,841	Repurchase Agreement dated 9/30/14, 0.00% due 10/1/14 with State Street Bank and Trust Co. collateralized by $8,075,000 of United States Treasury Notes 1.750% due 9/30/19; value: $8,054,813; repurchase proceeds: $7,892,841†† (cost $7,892,841)	$	7,892,841


		Total Short-Term Investments (cost $7,892,841)		7,892,841


		Total Investments (cost $226,455,448) 101.8%		258,009,116

		Liabilities less Other Assets (1.8%)		(4,698,501	)


		NET ASSETS 100.0%	$	253,310,615


		Non-income producing. **Security was fair valued under procedures adopted by the Board of Trustees (see Note 14). †Security purchased in a private placement transaction or under Rule 144A of the Securities Act of 1933 (see Note 10). ††All or a portion of this security has been designated as collateral for purchase commitments (see Note 11). ADR American Depositary Receipt. See Notes to Financial Statements.

At September 30, 2014, Wasatch World Innovators Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Belgium		1.3
Brazil		1.7
Canada		4.0
China		3.7
Costa Rica		1.5
France		5.2
Germany		2.5
Italy		4.7
South Africa		0.3
Sweden		3.3
Switzerland		0.2
Taiwan		1.3
United Kingdom		12.0
United States		58.3

TOTAL		100.0	%


WASATCH-1ST SOURCE INCOME FUND (FMEQX) — Schedule of Investments		*SEPTEMBER 30, 2014*


Principal Amount			Value


		ASSET-BACKED SECURITIES 6.0%

	$1,000,000	Cabela’s Master Credit Card Trust, 2.29%, 9/17/18, Series 2010-2A, Class A1†	$	1,015,887
	1,500,000	Citibank Credit Card Issuance Trust, 5.65%, 9/20/19, Series 2007-A8, Class A8		1,679,055
	1,250,000	GE Capital Credit Card Master Note Trust, 2.22%, 1/15/22, Series 2012-2, Class A		1,242,090
	1,000,000	PFS Financing Corp., 0.754%, 2/15/19, Series 2014-AA, Class A† †††		1,001,875
	585,000	World Financial Network Credit Card Master Trust, 1.76%, 5/17/21, Series 2012-B, Class A		587,304
	1,400,000	World Financial Network Credit Card Master Trust, 3.14%, 1/17/23, Series 2012-A, Class A		1,445,991


		Total Asset-Backed Securities (cost $7,061,305)		6,972,202


		COLLATERALIZED MORTGAGE OBLIGATIONS 13.6%

	84,111	Banc of America Merrill Lynch Commercial Mortgage, Inc., 5.347%, 11/10/42, Series 2005-1, Class A4†††		84,077
	12,660	Countrywide Home Loan Mortgage Pass Through Trust, 4.50%, 8/25/19, Series 2004-J7, Class 2A1		12,668
	421,865	Federal Home Loan Mortgage Corp., 1.50%, 9/15/22, Series 3760, Class BA		418,072
	860,915	Federal Home Loan Mortgage Corp., 1.50%, 7/15/23, Series 4221, Class HJ		861,243
	64,143	Federal Home Loan Mortgage Corp., 1.50%, 4/15/24, Series 3780, Class TA		64,291
	14,741	Federal Home Loan Mortgage Corp., 2.378%, 8/1/33, Series 847281†††		15,691
	73,795	Federal Home Loan Mortgage Corp., 2.384%, 5/1/31, Series 847292†††		76,706
	67,860	Federal Home Loan Mortgage Corp., 2.426%, 12/1/32, Series 847527†††		72,811
	238,566	Federal Home Loan Mortgage Corp., 2.981%, 1/1/25, Series 775629†††		242,076
	157,634	Federal Home Loan Mortgage Corp., 3.271%, 5/1/25, Series 775617†††		164,364
	77,824	Federal Home Loan Mortgage Corp., 5.50%, 5/15/15, Series 2808, Class VA		78,319
	50,260	Federal Home Loan Mortgage Corp., 5.50%, 10/1/25, Series C90925		55,987
	194,112	Federal Home Loan Mortgage Corp., 5.50%, 8/1/29, Series C46102		217,244
	263,513	Federal National Mortgage Assoc., 1.96%, 12/1/35, Series 848390†††		278,482
	378,221	Federal National Mortgage Assoc., 2.055%, 1/1/35, Series 825245†††		397,742
	96,741	Federal National Mortgage Assoc., 2.16%, 11/1/34, Series 782320†††		101,718
	106,634	Federal National Mortgage Assoc., 2.485%, 2/1/21, Series 313380†††		109,699
	85,962	Federal National Mortgage Assoc., 2.758%, 1/1/18, Series 57735†††		88,768
	1,206,873	Federal National Mortgage Assoc., 3.00%, 1/1/28, Series AB7546		1,247,326
	149,598	Federal National Mortgage Assoc., 3.50%, 6/25/23, Series 2003-46, Class LD		156,186
	1,750,693	Federal National Mortgage Assoc., 3.50%, 6/1/32, Series AL2525		1,826,893


Principal Amount			Value

	$ 1,140,984	Federal National Mortgage Assoc., 3.50%, 5/1/33, Series AB9412	$	1,188,279
	138,723	Federal National Mortgage Assoc., 3.875%, 1/25/39, Series 2009-2, Class WJ		145,589
	45,246	Federal National Mortgage Assoc., 4.00%, 10/25/32, Series 2003-28, Class GA		45,983
	76,416	Federal National Mortgage Assoc., 4.08%, 7/1/19, Series 070377†††		78,017
	166,134	Federal National Mortgage Assoc., 4.50%, 6/25/29, Series 2005-121, Class V		168,276
	245,662	Federal National Mortgage Assoc., 5.50%, 5/25/23, Series 2003-42, Class EK		269,852
	217,597	Government National Mortgage Assoc., 1.625%, 1/20/30, Series 80364†††		224,992
	556,466	Government National Mortgage Assoc., 1.625%, 6/20/30, Series 80416†††		574,632
	446,296	Government National Mortgage Assoc., 1.625%, 9/20/34, Series 81054†††		463,919
	234,726	Government National Mortgage Assoc., 2.125%, 7/20/34, Series 80987†††		245,648
	459,133	Government National Mortgage Assoc., 3.00%, 8/20/38, Series 2010-47, Class CG		471,004
	426,832	Government National Mortgage Assoc., 3.00%, 12/20/38, Series 2010-89, Class PA		437,570
	805,373	Government National Mortgage Assoc., 3.00%, 5/20/39, Series 2010-68, Class YE		824,332
	521,984	Government National Mortgage Assoc., 3.50%, 1/20/37, Series 2009-31, Class PD		532,175
	147,948	Government National Mortgage Assoc., 4.00%, 6/20/38, Series 2009-69, Class WC		151,570
	590,922	Government National Mortgage Assoc., 4.00%, 9/20/38, Series 2009-108, Class WG		623,814
	457,117	Government National Mortgage Assoc., 4.00%, 3/20/39, Series 2009-31, Class TA		478,211
	481,556	Government National Mortgage Assoc., 4.00%, 4/16/39, Series 2009-110, Class AB		509,469
	417,626	Government National Mortgage Assoc., 4.00%, 8/20/39, Series 2009-69, Class PV		440,362
	168,682	Government National Mortgage Assoc., 4.50%, 6/20/34, Series 2009-101, Class G		172,703
	8,252	Government National Mortgage Assoc., 4.50%, 8/20/34, Series 2009-36, Class G		8,252
	130,105	Government National Mortgage Assoc., 4.50%, 8/16/35, Series 2009-62, Class DT		132,227
	245,116	Government National Mortgage Assoc., 4.50%, 2/20/38, Series 2009-55, Class NP		260,823
	389,691	Government National Mortgage Assoc., 4.50%, 3/20/39, Series 2009-14, Class AG		417,143
	432,329	Government National Mortgage Assoc., 5.00%, 7/20/34, Series 2004-105, Class MC		454,568
	51,266	Government National Mortgage Assoc., 5.00%, 8/20/39, Series 004513		54,950


		Total Collateralized Mortgage Obligations (cost $15,762,675)		15,944,723


		CORPORATE BONDS 41.4%

		Aerospace & Defense 0.5%
	600,000	Lockheed Martin Corp., 3.35%, 9/15/21		617,417

		Air Freight & Logistics 0.6%
	620,000	United Parcel Service, Inc., 5.50%, 1/15/18		696,097

		Automotive Retail 0.7%
	775,000	AutoZone, Inc., 5.50%, 11/15/15		815,456

		Beverages — Non-alcoholic 1.2%
	500,000	PepsiAmericas, Inc., 5.00%, 5/15/17		547,846
	750,000	PepsiCo, Inc., 5.00%, 6/1/18		834,658

				1,382,504


WASATCH-1ST SOURCE INCOME FUND (FMEQX) — Schedule of Investments *(continued)*


Principal Amount			Value


		CORPORATE BONDS *(continued)*
		Computer Hardware 0.9%
	$ 1,000,000	Hewlett-Packard Co., 2.60%, 9/15/17	$	1,027,129

		Construction Machinery & Heavy Trucks 1.3%
	500,000	Caterpillar Financial Services Corp., 5.85%, 9/1/17 MTN		562,501
	1,000,000	John Deere Capital Corp., 2.25%, 4/17/19		1,008,114

				1,570,615

		Consumer Finance 1.8%
	1,000,000	American Express Credit Corp., 2.25%, 8/15/19 MTN		993,004
	975,000	American Express Co., 6.15%, 8/28/17		1,097,731

				2,090,735

		Cosmetics & Toiletries 0.4%
	382,385	Procter & Gamble — ESOP, 9.36%, 1/1/21, Series A		477,984

		Diversified Banks 6.2%
	750,000	Bank of America Corp., 2.60%, 1/15/19		748,539
	1,000,000	Bank of America Corp., 3.75%, 7/12/16, Series 1		1,043,888
	1,250,000	Bank of Montreal, 1.45%, 4/9/18 MTN (Canada)		1,236,139
	1,250,000	Goldman Sachs Group, Inc. (The), 3.625%, 2/7/16		1,291,777
	1,000,000	US Bancorp, 2.20%, 11/15/16 MTN		1,028,684
	1,125,000	US Bancorp, 3.00%, 3/15/22 MTN		1,120,687
	700,000	Wachovia Corp., 5.75%, 2/1/18 MTN		789,053

				7,258,767

		Diversified Financial Services 3.2%
	2,350,000	General Electric Capital Corp., 5.40%, 2/15/17 MTN		2,573,581
	1,000,000	General Electric Capital Corp., 5.625%, 5/1/18 MTN		1,130,539

				3,704,120

		Enterprise Software & Services 1.0%
	1,000,000	Oracle Corp., 5.75%, 4/15/18		1,133,970

		Finance — Auto Loans 0.7%
	750,000	PACCAR Financial Corp., 1.60%, 3/15/17 MTN		757,333

		Finance — Other Services 0.5%
	500,000	Sun Canada Financial Co., 7.25%, 12/15/15†		536,737

		Industrial Gases 0.5%
	600,000	Praxair, Inc., 4.625%, 3/30/15		612,652

		Instruments — Scientific 0.7%
	700,000	Thermo Fisher Scientific, Inc., 4.70%, 5/1/20		754,650

		Integrated Oil & Gas 0.6%
	750,000	BP Capital Markets plc, 1.375%, 5/10/18 (United Kingdom)		736,547

		Integrated Telecommunication Services 0.9%
	87,394	Ameritech Capital Funding, 9.10%, 6/1/16		95,654
	870,000	AT&T, Inc., 5.50%, 2/1/18		972,966

				1,068,620

		Investment Banking & Brokerage 0.7%
	700,000	Morgan Stanley, 5.50%, 7/24/20 MTN		787,534


Principal Amount			Value

		Life & Health Insurance 1.2%
	$ 850,000	Prudential Financial, Inc., 6.20%, 1/15/15 MTN	$	864,017
	480,000	Prudential Holdings, LLC, 7.245%, 12/18/23, Series FSA†		589,758

				1,453,775

		Medical Instruments 1.0%
	1,100,000	Medtronic, Inc., 4.45%, 3/15/20		1,209,944

		Medical — Drugs 0.6%
	575,000	Pharmacia Corp., 6.75%, 12/15/27		736,749

		Medical — Health Maintenance Organizations 1.9%
	1,000,000	Coventry Health Care, Inc., 5.95%, 3/15/17		1,107,181
	1,000,000	WellPoint, Inc., 4.35%, 8/15/20		1,079,292

				2,186,473

		Movies & Entertainment 0.6%
	300,000	Walt Disney Co. (The), 2.75%, 8/16/21		305,315
	350,000	Walt Disney Co. (The), 6.00%, 7/17/17, Series C MTN		396,447

				701,762

		Multimedia 0.8%
	800,000	NBCUniversal Media, LLC, 5.15%, 4/30/20		908,301

		Oil Companies — Integrated 0.7%
	750,000	ConocoPhillips, 5.75%, 2/1/19		855,720

		Other Diversified Financial Services 1.2%
	1,350,000	JPMorgan Chase & Co., 4.35%, 8/15/21		1,443,024

		Pharmaceuticals 4.0%
	1,000,000	AbbVie, Inc., 1.75%, 11/6/17		996,591
	745,000	AstraZeneca plc, 5.90%, 9/15/17 (United Kingdom)		838,693
	795,000	Cardinal Health, Inc., 6.00%, 6/15/17		884,799
	1,000,000	Johnson & Johnson, 5.55%, 8/15/17		1,124,201
	725,000	Pharmacia Corp., 6.50%, 12/1/18		852,897

				4,697,181

		Railroads 1.0%
	1,000,000	Union Pacific Corp., 5.70%, 8/15/18		1,141,020

		Regional Banks 3.1%
	1,500,000	BB&T Corp., 2.15%, 3/22/17 MTN		1,524,408
	1,200,000	Fifth Third Bancorp, 5.45%, 1/15/17		1,305,020
	750,000	SunTrust Banks, Inc., 3.50%, 1/20/17		786,626

				3,616,054

		Semiconductor Equipment 0.2%
	250,000	Applied Materials, Inc., 2.65%, 6/15/16		256,925

		Special Purpose Entity 0.5%
	525,000	Principal Life Global Funding I, 5.05%, 3/15/15†		535,761

		Specialty Chemicals 1.2%
	1,150,000	Lubrizol Corp., 8.875%, 2/1/19		1,451,667

		Steel 1.0%
	1,000,000	Nucor Corp., 5.75%, 12/1/17		1,120,698


		Total Corporate Bonds (cost $47,754,983)		48,343,921


		*SEPTEMBER 30, 2014*


Principal Amount			Value


		MUNICIPAL BONDS 2.2%

	$ 650,000	Arizona State Transportation Board Highway Revenue, 5.00%, 7/1/23	$	702,754
	696,819	Minnesota Housing Finance Agency, 2.70%, 9/1/41		675,085
	500,000	Richmond Joint Powers Financing Authority, 8.25%, 7/1/19, Class B		560,875
	500,000	State of Louisiana, 5.00%, 7/15/26, Series C		594,905


		Total Municipal Bonds (cost $2,396,724)		2,533,619


Shares			Value

		MUTUAL FUNDS 0.1%

	10,000	Eaton Vance Short Duration Diversified Income Fund	$	146,700


		Total Mutual Funds (cost $119,611)		146,700


		EXCHANGE-TRADED FUNDS 1.5%

		Asset Management & Custody Banks 1.5%
	23,000	iShares S&P US Preferred Stock Index Fund ETF		908,960
	40,000	Market Vectors Preferred Securities ex Financials ETF		819,200

				1,728,160


		Total Exchange-Traded Funds (cost $1,762,546)		1,728,160


Principal Amount			Value
		U.S. GOVERNMENT AGENCY SECURITIES 23.5%

	$1,000,000	Federal Farm Credit Banks, 1.07%, 8/18/17	$	996,737
	1,500,000	Federal Home Loan Bank, 1.00%, 12/28/22, Series 0006^##		1,491,792
	1,000,000	Federal Home Loan Bank, 1.04%, 5/29/18		983,299
	1,000,000	Federal Home Loan Bank, 1.15%, 11/28/17		995,166
	1,000,000	Federal Home Loan Bank, 1.25%, 10/25/22, Series 0001^##		973,682
	900,000	Federal Home Loan Bank, 1.50%, 8/24/22^##		898,719
	2,000,000	Federal Home Loan Bank, 1.50%, 11/8/22, Series 0000^##		1,948,894
	1,250,000	Federal Home Loan Bank, 2.00%, 7/8/19		1,250,210
	700,000	Federal Home Loan Bank, 3.625%, 3/10/17		744,637
	2,000,000	Federal Home Loan Mortgage Corp., 0.80%, 11/14/16		1,994,876
	1,000,000	Federal Home Loan Mortgage Corp., 0.875%, 2/28/17 MTN		997,433
	1,500,000	Federal Home Loan Mortgage Corp., 1.10%, 8/28/17 MTN		1,493,065
	2,000,000	Federal Home Loan Mortgage Corp., 2.00%, 10/22/21 MTN		1,929,178
	1,000,000	Federal Home Loan Mortgage Corp., 2.10%, 4/24/19 MTN		1,001,274
	2,000,000	Federal Home Loan Mortgage Corp., 2.50%, 5/27/16		2,066,710


Principal Amount			Value

	$1,000,000	Federal National Mortgage Assoc., 1.00%, 12/28/18^##	$	983,818
	1,050,000	Federal National Mortgage Assoc., 2.05%, 5/23/17		1,074,408
	700,000	Federal National Mortgage Assoc., 2.625%, 11/20/14		702,412
	1,300,000	Federal National Mortgage Assoc., 4.875%, 12/15/16		1,417,982
	475,746	New Valley Generation IV, 4.687%, 1/15/22		523,492
	800,000	Tennessee Valley Authority, 3.875%, 2/15/21		871,994
	1,000,000	Tennessee Valley Authority, 6.25%, 12/15/17, Series E		1,154,335
	1,000,000	Tennessee Valley Authority Generic Strip, 0.00%, 11/1/18, Series C^###		921,680


		Total U.S. Government Agency Securities (cost $27,387,926)		27,415,793


		U.S. TREASURY INFLATION PROTECTED BONDS 0.6%

	625,499	U.S. Treasury Bond, 1.625%, 1/15/18^#		664,250


		Total U.S. Treasury Inflation Protected Bonds (cost $617,473)		664,250


		U.S. TREASURY NOTES 8.3%

	4,625,000	U.S. Treasury Note, 3.25%, 12/31/16		4,882,626
	4,450,000	U.S. Treasury Note, 3.625%, 8/15/19		4,836,941


		Total U.S. Treasury Notes (cost $9,645,761)		9,719,567


Shares			Value
		PREFERRED STOCKS 0.8%

		Investment Banking & Brokerage 0.2%

	10,000	Morgan Stanley Cap TR VI, 6.60%, Pfd.	$	255,000

		Life & Health Insurance 0.2%
	10,000	MetLife, Inc., 6.50%, Series B Pfd.^§§§		256,200

		Other Diversified Financial Services 0.4%
	15,000	JPMorgan Chase Capital XXIX, 6.70%, Pfd.		383,400


		Total Preferred Stocks (cost $876,467)		894,600


WASATCH-1ST SOURCE INCOME FUND (FMEQX) — Schedule of Investments *(continued)*		*SEPTEMBER 30, 2014*


Principal Amount			Value
		SHORT-TERM INVESTMENTS 1.5%

		Repurchase Agreement 1.5%
	$1,759,306	Repurchase Agreement dated 9/30/14, 0.00% due 10/1/14 with State Street Bank and Trust Co. collateralized by $1,800,000 of United States Treasury Notes 1.750% due 9/30/19; value: $1,795,500; repurchase proceeds: $1,759,306 (cost $1,759,306)	$	1,759,306


		Total Short-Term Investments (cost $1,759,306)		1,759,306


		Total Investments (cost $115,144,777) 99.5%		116,122,841

		Other Assets less Liabilities 0.5%		629,338


		NET ASSETS 100.0%	$	116,752,179


		†Liquid security purchased in a private placement transaction or under Rule 144A of the Securities Act of 1933. †††Variable rate securities. ^§§§Perpetual maturity. Callable any time after first call date. Maturity date is next call date. ^#U.S. Treasury Inflation Protected Securities. A U.S. Treasury Note or Bond that offers protection from inflation by paying a fixed rate of interest on principal amount that is adjusted for inflation based on the Consumer Price Index. ^##Step bond. The rate shown is as of September 30, 2014 and will reset at a future date. ^###Zero coupon bond. ESOP Employee Stock Ownership Plan. ETF Exchange-Traded Fund. MTN Medium Term Note. See Notes to Financial Statements.

At September 30, 2014, Wasatch-1st Source Income Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Canada		1.1
United Kingdom		1.4
United States		97.5

TOTAL		100.0	%


WASATCH-HOISINGTON U.S. TREASURY FUND (WHOSX) — Schedule of Investments		*SEPTEMBER 30, 2014*


Principal Amount			Value



		U.S. GOVERNMENT OBLIGATIONS 99.3%

	$12,000,000	U.S. Treasury Bond, 2.875%, 5/15/43	$	11,240,628
	28,000,000	U.S. Treasury Bond, 3.125%, 11/15/41		27,772,500
	10,200,000	U.S. Treasury Bond, 3.125%, 2/15/42		10,099,591
	9,700,000	U.S. Treasury Bond, 3.50%, 2/15/39		10,319,888
	15,000,000	U.S. Treasury Bond, 3.75%, 11/15/43		16,579,680
	4,035,000	U.S. Treasury Bond, 4.25%, 5/15/39		4,826,869
	1,400,000	U.S. Treasury Bond, 4.375%, 2/15/38		1,699,468
	1,040,000	U.S. Treasury Bond, 4.375%, 5/15/40		1,271,725
	10,000,000	U.S. Treasury Bond, 4.50%, 5/15/38		12,364,060
	8,000,000	U.S. Treasury Strip, principal only, 5/15/30		5,013,320
	52,300,000	U.S. Treasury Strip, principal only, 2/15/31		31,885,009
	54,837,000	U.S. Treasury Strip, principal only, 2/15/37		27,081,581
	35,150,000	U.S. Treasury Strip, principal only, 5/15/39		15,859,575
	26,000,000	U.S. Treasury Strip, principal only, 5/15/40		11,357,996
	15,000,000	U.S. Treasury Strip, principal only, 2/15/42		6,084,885
	67,000,000	U.S. Treasury Strip, principal only, 2/15/43		26,049,533
	9,000,000	U.S. Treasury Strip, principal only, 5/15/43		3,464,820


		Total U.S. Government Obligations (cost $198,617,046)		222,971,128


Principal Amount			Value



		SHORT-TERM INVESTMENTS 0.4%

		Repurchase Agreement 0.4%
	$ 948,683	Repurchase Agreement dated 9/30/14, 0.00% due 10/1/14 with State Street Bank and Trust Co. collateralized by $975,000 of United States Treasury Notes 1.750% due 9/30/19; value: $972,563; repurchase proceeds: $948,683 (cost $948,683)	$	948,683


		Total Short-Term Investments (cost $948,683)		948,683


		Total Investments (cost $199,565,729) 99.7%		223,919,811

		Other Assets less Liabilities 0.3%		743,819


		NET ASSETS 100.0%	$	224,663,630


		See Notes to Financial Statements.


WASATCH FUNDS — Statements of Assets and Liabilities


	CORE GROWTH FUND			EMERGING INDIA FUND			EMERGING MARKETS SELECT FUND

Assets:
Investments, at cost
Unaffiliated issuers	$	586,024,330		$	29,051,314		$	53,661,308
Affiliated issuers¹		—			—			—
Repurchase agreements		13,047,775			4,616,986			247,198

	$	599,072,105		$	33,668,300		$	53,908,506

Investments, at market value
Unaffiliated issuers	$	897,400,317		$	39,137,507		$	58,074,030
Affiliated issuers¹		—			—			—
Repurchase agreements		13,047,775			4,616,986			247,198

		910,448,092			43,754,493			58,321,228
Cash		—			—			48,447
Foreign currency on deposit (cost of $0, $347,427, $6,357, $264,953, $1,122,890, $199,268, $0 and $788,355, respectively)		—			342,711			6,359
Receivable for investment securities sold		1,709,178			—			392,054
Capital shares receivable		138,911			1,825,001			264,186
Interest and dividends receivable		48,658			41,821			27,221
Prepaid expenses and other assets		22,379			6,944			28,516

Total Assets		912,367,218			45,970,970			59,088,011

Liabilities:
Payable for securities purchased		1,846,889			1,105,634			—
Capital shares payable		1,048,196			106,076			22,721
Payable to Advisor		768,909			20,783			43,175
Accrued fund administration fees		23,054			859			1,513
Accrued expenses and other liabilities		225,155			48,242			50,911
Foreign capital gains taxes payable		—			539,607			161,735
Line of credit payable		—			—			—

Total Liabilities		3,912,203			1,821,201			280,055

Net Assets	$	908,455,015		$	44,149,769		$	58,807,956

Net Assets Consist of:
Capital stock	$	169,916		$	161,738		$	56,859
Paid-in-capital in excess of par		578,038,018			35,547,379			57,003,902
Undistributed net investment income (loss)		(5,205,477	)		(374,508	)		(45,607	)
Undistributed net realized gain (loss) on investments and foreign currency translations		24,077,823	²		(726,241	)		(2,457,358	)
Net unrealized appreciation on investments and foreign currency translations		311,374,735	²		9,541,401			4,250,160

Net Assets	$	908,455,015		$	44,149,769		$	58,807,956

Net Assets
Investor Class		859,085,611			44,149,769			26,502,094
Institutional Class		49,369,404			—			32,305,862
Capital Stock Issued and Outstanding (Unlimited number of shares authorized, $.01 par value)
Investor Class		16,070,136			16,173,846			2,571,648
Institutional Class		921,497			—			3,114,291

NET ASSET VALUE, REDEMPTION PRICEAND OFFERING PRICE PER SHARE
Investor Class	$	53.46		$	2.73		$	10.31

Institutional Class	$	53.58		$	—		$	10.37

¹	See Note 9 for information on affiliated issuers.

²	Prior period adjustment for dividends of $135,307 reclassed to return of capital.

See Notes to Financial Statements.


		*SEPTEMBER 30, 2014*


EMERGING MARKETS SMALL CAP FUND			FRONTIER EMERGING SMALL COUNTRIES FUND		GLOBAL OPPORTUNITIES FUND			HERITAGE GROWTH FUND		INTERNATIONAL GROWTH FUND




$	1,214,294,923		$	1,139,341,909	$	145,034,506		$	66,718,180	$	1,196,411,218
	—			—		—			—		23,844,596
	6,725,048			35,570,196		2,300,784			9,319,814		—

$	1,221,019,971		$	1,174,912,105	$	147,335,290		$	76,037,994	$	1,220,255,814


$	1,415,730,232		$	1,281,678,906	$	190,304,373		$	110,067,948	$	1,375,580,242
	—			—		—			—		16,914,905
	6,725,048			35,570,196		2,300,784			9,319,814		—

	1,422,455,280			1,317,249,102		192,605,157			119,387,762		1,392,495,147
	—			8,519,115		—			—		—
	264,229			1,118,229		198,826			—		785,397
	43,076,172			4,969,747		2,027,710			452,243		33,880,237
	1,189,231			704,347		77,170			30,401		709,616
	778,390			3,071,989		90,620			31,460		2,213,446
	30,554			46,933		14,939			11,707		63,365

	1,467,793,856			1,335,679,462		195,014,422			119,913,573		1,430,147,208


	2,512,777			1,191		1,533,023			266,494		2,684
	573,893			866,294		37,852			50,366		2,321,415
	2,156,677			1,932,577		246,015			72,183		1,543,853
	37,264			32,439		4,875			3,042		37,976
	577,959			861,322		96,143			52,931		507,240
	4,053,435			7,291,344		432,364			—		826,499
	—			—		—			—		3,821,399

	9,912,005			10,985,167		2,350,272			445,016		9,061,066

$	1,457,881,851		$	1,324,694,295	$	192,664,150		$	119,468,557	$	1,421,086,142


$	5,322,151		$	3,987,698	$	449,859		$	76,525	$	530,582
	1,277,881,662			1,162,924,203		123,518,254			71,342,945		1,244,302,926
	(10,619,495	)		6,400,383		(1,357,807	)		—		(2,419,315	)
	(12,072,616	)		16,355,666		25,221,073			4,699,319		7,350,071
	197,370,149			135,026,345		44,832,771			43,349,768		171,321,878

$	1,457,881,851		$	1,324,694,295	$	192,664,150		$	119,468,557	$	1,421,086,142


	1,457,881,851			1,324,694,295		192,664,150			119,468,557		1,421,086,142
	—			—		—			—		—

	532,215,121			398,769,815		44,985,856			7,652,549		53,058,185
	—			—		—			—		—


$	2.74		$	3.32	$	4.28		$	15.61	$	26.78

$	—		$	—	$	—		$	—	$	—


WASATCH FUNDS — Statements of Assets and Liabilities *(continued)*


	INTERNATIONAL OPPORTUNITIES FUND			LARGE CAP VALUE FUND			LONG/SHORT FUND

Assets:
Investments, at cost
Unaffiliated issuers	$	269,568,995		$	356,619,324		$	1,875,611,857
Affiliated issuers¹		—			—			102,425,462
Repurchase agreements		5,224,617			5,038,500			414,928,217

	$	274,793,612		$	361,657,824		$	2,392,965,536

Investments, at market value
Unaffiliated issuers	$	331,140,248		$	412,031,325		$	2,163,895,854
Affiliated issuers¹		—			—			110,742,686
Repurchase agreements		5,224,617			5,038,500			414,928,217

		336,364,865			417,069,825			2,689,566,757
Cash		900,000			—			176,655
Foreign currency on deposit (cost of $80,912, $0, $0, $0, $0, $8, $0 and $17, respectively)		80,845			—			—
Receivable for investment securities sold		4,030,919			1,005,683			28,020,247
Receivable from broker for securities sold short		—			—			293,700,938
Capital shares receivable		323,814			20,794			4,380,298
Interest and dividends receivable		535,908			792,740			14,286,746
Prepaid expenses and other assets		8,878			11,045			58,709

Total Assets		342,245,229			418,900,087			3,030,190,350

Liabilities:
Call options written at value (premiums of $0, $0, $2,054,471, $0, $206,836, $0, $0 and $0, respectively)		—			—			3,064,930
Securities sold short, at value (proceeds of $0, $0, $279,864,218, $0, $0, $0, $0 and $0, respectively)		—			—			293,828,427
Payable for securities purchased		1,373,449			205,729			9,448,594
Capital shares payable		90,598			801,576			1,419,323
Dividends payable to shareholders		—			22,352			—
Payable to Advisor		483,981			367,646			2,519,654
Accrued fund administration fees		8,320			11,982			69,556
Accrued expenses and other liabilities		203,558			253,790			485,599
Foreign capital gains taxes payable		426,106			—			—
Dividends payable on securities sold short		—			—			79,215

Total Liabilities		2,586,012			1,663,075			310,915,298

Net Assets	$	339,659,217		$	417,237,012		$	2,719,275,052

Net Assets Consist of:
Capital stock	$	1,098,698		$	328,734		$	1,668,292
Paid-in-capital in excess of par		244,902,415			270,250,037			2,290,946,524
Undistributed net investment income (loss)		(20,725	)		(22,352	)		20,796,346
Undistributed net realized gain (loss) on investments and foreign currency translations		32,546,702			91,269,796			124,237,337
Net unrealized appreciation on investments and foreign currency translations		61,132,127			55,410,797			281,626,553

Net Assets	$	339,659,217		$	417,237,012		$	2,719,275,052

Net Assets
Investor Class		339,659,217			409,168,595			1,696,706,980
Institutional Class		—			8,068,417			1,022,568,072

Capital Stock Issued and Outstanding (Unlimited number of shares authorized, $.01 par value)
Investor Class		109,869,750			32,237,397			104,162,633
Institutional Class		—			636,007			62,666,571

NET ASSET VALUE, REDEMPTION PRICEAND OFFERING PRICE PER SHARE
Investor Class	$	3.09		$	12.69		$	16.29

Institutional Class	$	—		$	12.69		$	16.32

¹	See Note 9 for information on affiliated issuers.

²	Prior period adjustment for dividends of $405,063 reclassed to return of capital.

³	Prior period adjustment for dividends of $1,151,861 reclassed to return of capital.

See Notes to Financial Statements.


		*SEPTEMBER 30, 2014*


MICRO CAP FUND			MICRO CAP VALUE FUND			SMALL CAP GROWTH FUND			SMALL CAP VALUE FUND			STRATEGIC INCOME FUND



$	179,724,985		$	118,665,612		$	1,197,642,956		$	228,995,014		$	78,411,771
	1,540,000			—			255,321,369			—			—
	13,796,424			9,012,804			20,033,263			4,009,099			856,868

$	195,061,409		$	127,678,416		$	1,472,997,588		$	233,004,113		$	79,268,639


$	281,843,368		$	148,490,884		$	1,905,097,818		$	275,641,990		$	90,069,331
	32,340			—			298,860,969			—			—
	13,796,424			9,012,804			20,033,263			4,009,099			856,868

	295,672,132			157,503,688			2,223,992,050			279,651,089			90,926,199
	—			—			—			—			7,487
	—			—			8			—			21
	—			1,742,139			—			2,539,627			4,138,019
	—			—			—			—			—
	33,825			37,411			905,854			570,840			71,512
	28,232			130,787			289,362			65,747			425,777
	13,194			12,110			51,912			18,712			8,752

	295,747,383			159,426,135			2,225,239,186			282,846,015			95,577,767


	—			196,500			—			—			—
	—			—			—			—			—
	920,080			—			—			5,488,650			442,032
	19,302			98,016			2,856,389			940,446			84,271
	—			—			—			—			6,146
	442,493			212,970			1,881,859			241,306			51,291
	7,545			4,102			56,076			7,262			2,300
	71,781			69,258			807,169			91,410			33,967
	470,871			44,883			—			120,726			—
	—			—			—			—			—

	1,932,072			625,729			5,601,493			6,889,800			620,007

$	293,815,311		$	158,800,406		$	2,219,637,693		$	275,956,215		$	94,957,760


$	399,428		$	525,406		$	441,760		$	484,520		$	75,162
	185,647,571			110,308,935			1,306,588,730			271,086,222			77,934,197
	(4,090,280	)		(680,747	)		(11,643,426	)		(1,019,565	)		(126,326	)
	11,719,106	²		18,866,691			174,845,477	³		(41,121,212	)		5,417,661
	100,139,486	²		29,780,121			749,405,152	³		46,526,250			11,657,066

$	293,815,311		$	158,800,406		$	2,219,637,693		$	275,956,215		$	94,957,760


	293,815,311			158,800,406			2,219,637,693			265,520,688			94,957,760
	—			—			—			10,435,527			—


	39,942,819			52,540,644			44,175,967			46,626,895			7,516,181
	—			—			—			1,825,111			—


$	7.36		$	3.02		$	50.25		$	5.69		$	12.63

$	—		$	—		$	—		$	5.72		$	—


WASATCH FUNDS — Statements of Assets and Liabilities *(continued)*		*SEPTEMBER 30, 2014*


	ULTRA GROWTH FUND			WORLD INNOVATORS FUND			INCOME FUND			U.S. TREASURY FUND

Assets:
Investments, at cost
Unaffiliated issuers	$	83,946,216		$	218,562,607		$	113,385,471		$	198,617,046
Repurchase agreements		1,812,499			7,892,841			1,759,306			948,683

	$	85,758,715		$	226,455,448		$	115,144,777		$	199,565,729

Investments, at market value
Unaffiliated issuers	$	100,592,997		$	250,116,275		$	114,363,535		$	222,971,128
Repurchase agreements		1,812,499			7,892,841			1,759,306			948,683

		102,405,496			258,009,116			116,122,841			223,919,811
Receivable for investment securities sold		747,970			946,508			—			—
Capital shares receivable		114			76,739			46,214			133,502
Interest and dividends receivable		—			129,220			724,264			1,017,107
Prepaid expenses and other assets		9,208			15,165			5,562			10,015

Total Assets		103,162,788			259,176,748			116,898,881			225,080,435

Liabilities:
Payable for securities purchased		126,167			5,149,818			—			—
Capital shares payable		57,021			285,133			49,912			208,957
Dividends payable to shareholders		—			—			2,689			55,521
Payable to Advisor		88,656			324,475			52,946			90,666
Accrued fund administration fees		2,633			6,633			2,896			5,371
Accrued expenses and other liabilities		54,604			100,074			38,259			56,290

Total Liabilities		329,081			5,866,133			146,702			416,805

Net Assets	$	102,833,707		$	253,310,615		$	116,752,179		$	224,663,630

Net Assets Consist of:
Capital stock	$	43,451		$	112,005		$	115,052		$	131,522
Paid-in-capital in excess of par		58,847,757			200,836,987			116,106,123			212,353,970
Undistributed net investment income (loss)		1,162,957			(1,855,109	)		6,356			22,071
Undistributed net realized gain (loss) on investments and foreign currency translations		27,567,297	¹		22,822,592			(453,416	)²		(12,198,015	)
Net unrealized appreciation on investments and foreign currency translations		15,212,245	¹		31,394,140			978,064	²		24,354,082

Net Assets	$	102,833,707		$	253,310,615		$	116,752,179		$	224,663,630

Net Assets
Investor Class		102,833,707			253,310,615			116,752,179			224,663,630

Capital Stock Issued and Outstanding (Unlimited number of shares authorized, $.01 par value)
Investor Class		4,345,108			11,200,548			11,505,213			13,152,201

NET ASSET VALUE, REDEMPTION PRICEAND OFFERING PRICE PER SHARE
Investor Class	$	23.67		$	22.62		$	10.15		$	17.08

¹	Prior period adjustment for dividends of $41,131 reclassed to return of capital.

²	Prior period adjustment for dividends of $16,745 reclassed to return of capital.

See Notes to Financial Statements.

(This page intentionally left blank.)


WASATCH FUNDS — Statements of Operations


	CORE GROWTH FUND			EMERGING INDIA FUND			EMERGING MARKETS SELECT FUND

Investment Income:
Interest	$	—		$	140		$	—
Dividends¹
Unaffiliated issuers		5,226,347			275,106			996,481
Affiliated issuers		—			—			—

Total investment income		5,226,347			275,246			996,481

Expenses:
Investment advisory fees		9,657,663			346,010			789,263
Shareholder servicing fees — Investor Class		1,063,487			62,455			75,531
Shareholder servicing fees — Institutional Class		10,581			—			14,068
Fund administration fees		128,969			3,335			8,668
Fund accounting fees		84,677			23,201			20,174
Reports to shareholders — Investor Class		84,996			10,649			6,552
Reports to shareholders — Institutional Class		22,297			—			11,375
Custody fees		115,248			72,709			99,505
Federal and state registration fees — Investor Class		79,121			19,845			16,688
Federal and state registration fees — Institutional Class		12,213			—			10,218
Legal fees		32,259			401			7,726
Trustees’ fees		64,536			1,183			4,164
Interest		9,212			318			2,619
Offering and organization costs		—			—			19,007
Audit fees		28,689			26,729			29,262
Other expenses		35,240			27,039			17,760

Total expenses before reimbursement		11,429,188			593,874			1,132,580
Reimbursement of expenses by Advisor		(25,164	)		(142,479	)		(122,974	)

Net Expenses		11,404,024			451,395			1,009,606

Net Investment Income (Loss)		(6,177,677	)		(176,149	)		(13,125	)

Realized and Unrealized Gain (Loss):
Net realized gain (loss) on investments and foreign currency translations
Unaffiliated issuers		27,736,790			364,946			(599,409	)
Affiliated issuers		—			—			—
Realized foreign capital gains taxes		—			—			(463	)
Change in unrealized appreciation (depreciation) on investments and foreign currency translations		10,095,753			10,084,413			5,576,336
Change in deferred foreign capital gains taxes		—			(539,607	)		(161,735	)

Net gain (loss) on investments		37,832,543			9,909,752			4,814,729

Net Increase (Decrease) in Net Assets Resulting from Operations	$	31,654,866		$	9,733,603		$	4,801,604

¹	Net of $161,094, $708, $98,731, $3,602,724, $2,984,178, $108,919, $13,988 and $2,299,439 in foreign withholding taxes, respectively.

See Notes to Financial Statements.


		*FOR THE YEAR ENDED SEPTEMBER 30, 2014*


EMERGING MARKETS SMALL CAP FUND			FRONTIER EMERGING SMALL COUNTRIES FUND			GLOBAL OPPORTUNITIES FUND			HERITAGE GROWTH FUND			INTERNATIONAL GROWTH FUND


$	—		$	378		$	—		$	—		$	—

	27,578,649			33,394,017			2,026,244			539,428			21,605,612
	86,458			—			—			—			—

	27,665,107			33,394,395			2,026,244			539,428			21,605,612


	28,950,484			19,289,803			3,183,789			889,922			19,276,065
	1,837,990			2,010,878			266,942			188,536			1,765,659
	—			—			—			—			—
	220,637			147,568			28,522			17,201			206,033
	147,830			112,987			37,023			21,240			136,809
	138,434			144,909			40,924			13,994			161,339
	—			—			—			—			—
	1,693,326			2,647,746			130,091			5,330			551,128
	123,760			142,153			34,177			20,364			147,847
	—			—			—			—			—
	70,268			28,741			5,518			3,196			41,557
	118,868			60,044			14,866			8,438			96,880
	26,140			12,505			4,981			1,168			18,018
	—			—			—			—			—
	26,628			27,323			28,105			28,111			26,634
	103,831			32,374			16,246			10,600			54,892

	33,458,196			24,657,031			3,791,184			1,208,100			22,482,861
	(1,157,057	)		(19,996	)		—			(1,824	)		—

	32,301,139			24,637,035			3,791,184			1,206,276			22,482,861

	(4,636,032	)		8,757,360			(1,764,940	)		(666,848	)		(877,249	)



	8,908,423			16,007,991			26,427,867			6,792,351			15,327,889
	(167,779	)		—			—			—			—
	(1,180,585	)		(7,790	)		—			—			—

	70,618,504			96,865,421			(15,896,207	)		2,762,540			(87,709,094	)
	807,840			(6,221,353	)		(432,364	)		—			(826,499	)

	78,986,403			106,644,269			10,099,296			9,554,891			(73,207,704	)

$	74,350,371		$	115,401,629		$	8,334,356		$	8,888,043		$	(74,084,953	)


WASATCH FUNDS — Statements of Operations *(continued)*


	INTERNATIONAL OPPORTUNITIES FUND			LARGE CAP VALUE FUND			LONG/SHORT FUND

Investment Income:
Interest	$	—		$	—		$	—
Dividends¹
Unaffiliated issuers		6,046,842			15,356,521			68,664,928
Affiliated issuers²		—			—			—

Total investment income		6,046,842			15,356,521			68,664,928

Expenses:
Investment advisory fees		6,369,864			5,524,534			29,199,942
Shareholder servicing fees — Investor Class		887,597			903,584			2,013,454
Shareholder servicing fees — Institutional Class		—			10,098			17,200
Fund administration fees		43,827			81,918			364,353
Fund accounting fees		54,192			53,643			208,113
Reports to shareholders — Investor Class		64,556			63,099			159,574
Reports to shareholders — Institutional Class		—			6,654			73,589
Custody fees		311,175			15,209			91,351
Federal and state registration fees — Investor Class		42,336			54,945			99,530
Federal and state registration fees — Institutional Class		—			11,017			59,000
Legal fees		14,278			17,223			80,603
Trustees’ fees		20,924			47,950			165,998
Dividends on securities sold short		—			—			5,791,882
Interest		3,774			11,392			1,121,629
Audit fees		26,634			32,059			37,003
Other expenses		30,905			112,413			83,481

Total expenses before reimbursement		7,870,062			6,945,738			39,566,702
Reimbursement of expenses by Advisor		(517,596	)		(123,285	)		—

Net Expenses		7,352,466			6,822,453			39,566,702

Net Investment Income (Loss)		(1,305,624	)		8,534,068			29,098,226

Realized and Unrealized Gain (Loss):
Net realized gain (loss) on investments and foreign currency translations
Unaffiliated issuers		35,150,911			154,870,921			173,301,147
Affiliated issuers		—			—			(1,917,237	)
Net realized gain on options written		—			—			5,865,618
Net realized loss on short positions		—			—			(37,870,789	)
Realized foreign capital gains taxes		—			—			—
Change in unrealized appreciation (depreciation) on investments, options and foreign currency translations		1,281,652			(83,122,286	)		(43,861,459	)
Change in deferred foreign capital gains taxes		(375,461	)		—			—

Net gain on investments		36,057,102			71,748,635			95,517,280

Net Increase (Decrease) in Net Assets Resulting from Operations	$	34,751,478		$	80,282,703		$	124,615,506

¹	Net of $726,316, $178,062, $484,275, $33,756, $22,041, $522,777, $42,443 and $18,744 in foreign withholding taxes, respectively.

²	See Note 9 for information on affiliated issuers.

See Notes to Financial Statements.

100


		*FOR THE YEAR ENDED SEPTEMBER 30, 2014*


MICRO CAP FUND			MICRO CAP VALUE FUND			SMALL CAP GROWTH FUND			SMALL CAP VALUE FUND			STRATEGIC INCOME FUND


$	—		$	—		$	5,080		$	—		$	—

	979,042			1,287,788			10,130,441			1,688,260			2,753,518
	—			—			1,170,736			—			—

	979,042			1,287,788			11,306,257			1,688,260			2,753,518


	5,957,003			3,256,172			24,757,315			2,515,804			545,074
	234,301			240,100			3,401,754			263,905			97,958
	—			—			—			9,902			—
	43,887			24,162			330,115			33,862			10,644
	40,211			33,726			199,116			31,977			14,428
	39,862			44,189			243,287			23,934			10,363
	—			—			—			12,615			—
	25,611			37,234			440,182			28,447			2,802
	26,815			22,196			102,242			24,497			24,392
	—			—			—			10,791			—
	13,131			7,225			65,184			8,556			1,878
	22,330			11,793			168,221			14,986			4,677
	—			—			—			—			—
	3,038			1,888			33,081			2,276			684
	33,409			39,616			29,326			30,670			29,745
	16,664			19,605			81,850			18,262			5,587

	6,456,262			3,737,906			29,851,673			3,030,484			748,232
	—			(96,356	)		(11,294	)		(31,403	)		(10,031	)

	6,456,262			3,641,550			29,840,379			2,999,081			738,201

	(5,477,220	)		(2,353,762	)		(18,534,122	)		(1,310,821	)		2,015,317



	37,100,377			20,469,961			229,805,828			26,792,880			6,566,435
	—			—			(5,109,721	)		—			—
	—			1,322,199			—			—			—
	—			—			—			—			—
	(10	)		—			—			—			—

	(32,570,487	)		(13,389,637	)		(174,012,533	)		(4,225,577	)		3,882,627
	(372,518	)		(11,642	)		240,916			(120,726	)		—

	4,157,362			8,390,881			50,924,490			22,446,577			10,449,062

$	(1,319,858	)	$	6,037,119		$	32,390,368		$	21,135,756		$	12,464,379

101


*WASATCH FUNDS — Statements of Operations (continued***)		*FOR THE YEAR ENDED SEPTEMBER 30, 2014*


	ULTRA GROWTH FUND			WORLD INNOVATORS FUND			INCOME FUND		U.S. TREASURY FUND

Investment Income:
Interest	$	4,702		$	—		$	2,666,738	$	6,805,130
Dividends¹
Unaffiliated issuers		342,210			2,471,877			211,538		—

Total investment income		346,912			2,471,877			2,878,276		6,805,130

Expenses:
Investment advisory fees		1,336,121			4,428,473			669,699		982,485
Shareholder servicing fees — Investor Class		179,661			407,180			48,224		220,851
Fund administration fees		18,025			39,620			16,481		26,472
Fund accounting fees		27,499			41,304			38,841		20,322
Reports to shareholders — Investor Class		13,708			36,577			5,300		14,182
Custody fees		23,949			40,518			13,110		5,152
Federal and state registration fees — Investor Class		21,084			36,129			19,129		36,258
Legal fees		3,463			8,867			2,897		4,477
Trustees’ fees		10,058			19,397			8,385		12,607
Interest		2,226			3,387			1,316		1,684
Audit fees		34,529			28,097			26,275		26,420
Other expenses		16,102			22,204			7,849		17,485

Total expenses before reimbursement		1,686,425			5,111,753			857,506		1,368,395
Reimbursement of expenses by Advisor		—			(1,778	)		—		—

Net Expenses		1,686,425			5,109,975			857,506		1,368,395

Net Investment Income (Loss)		(1,339,513	)		(2,638,098	)		2,020,770		5,436,735

Realized and Unrealized Gain (Loss):
Net realized gain (loss) on investments and foreign currency translations
Unaffiliated issuers		31,334,090			27,258,295			79,678		(5,386,264	)
Change in unrealized appreciation (depreciation) on investments and foreign currency translations		(21,390,497	)		(17,034,854	)		132,168		26,028,553

Net gain on investments		9,943,593			10,223,441			211,846		20,642,289

Net Increase in Net Assets Resulting from Operations	$	8,604,080		$	7,585,343		$	2,232,616	$	26,079,024

¹	Net of $0, $174,422, $0 and $0 in foreign withholding taxes, respectively.

See Notes to Financial Statements.

102

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103


WASATCH FUNDS — Statements of Changes in Net Assets


	CORE GROWTH FUND						EMERGING INDIA FUND
	Year Ended September 30, 2014			Year Ended September 30, 2013			Year Ended September 30, 2014			Year Ended September 30, 2013

Operations:
Net investment income (loss)	$	(6,177,677	)	$	(2,930,250	)	$	(176,149	)	$	(140,984	)
Net realized gain (loss) on investments, foreign currency translations and foreign capital gains taxes		27,736,790			45,779,034			364,946			(239,097	)
Net realized gain on options written		—			150,916			—			—
Change in unrealized appreciation (depreciation) on investments, foreign currency translations and deferred capital gains taxes		10,095,753			138,151,941			9,544,806			(1,190,934	)

Net increase (decrease) in net assets resulting from operations		31,654,866			181,151,641			9,733,603			(1,571,015	)

Dividends paid from:
Investor Class
Net investment income		—			—			—			—
Net realized gains		(13,292,735	)		—			—			—

		(13,292,735	)		—			—			—
Institutional Class
Net investment income		—			—			—			—
Net realized gains		(446,532	)		—			—			—

		(446,532	)		—			—			—

Capital share transactions:
Investor Class
Shares sold		115,859,006			326,823,384			24,342,312			13,107,026
Shares issued to holders in reinvestment of dividends		12,976,194			—			—			—
Shares redeemed		(211,661,828	)		(161,818,652	)		(5,867,945	)		(9,258,122	)
Redemption fees		25,585			122,280			4,219			1,805

Net increase (decrease)		(82,801,043	)		165,127,012			18,478,586			3,850,709

Institutional Class
Shares sold		35,358,853			10,765,192			—			—
Shares issued to holders in reinvestment of dividends		440,938			—			—			—
Shares redeemed		(6,736,116	)		(3,240,376	)		—			—
Redemption fees		1,298			413			—			—

Net increase		29,064,973			7,525,229			—			—

Total increase (decrease) in net assets		(35,820,471	)		353,803,882			28,212,189			2,279,694

Net assets:
Beginning of period		944,275,486			590,471,604			15,937,580			13,657,886

End of period	$	908,455,015		$	944,275,486		$	44,149,769		$	15,937,580

Undistributed net investment income (loss) included in net assets at end of period	$	(5,205,477	)	$	(3,365,724	)	$	(374,508	)	$	(205,877	)


Capital share transactions — shares:
Investor Class
Shares sold		2,145,922			7,068,806			9,809,678			6,861,871
Shares issued to holders in reinvestment of dividends		235,867			—			—			—
Shares redeemed		(3,921,819	)		(3,496,679	)		(2,585,822	)		(4,673,888	)

Net increase (decrease) in shares outstanding		(1,540,030	)		3,572,127			7,223,856			2,187,983

Institutional Class
Shares sold		657,897			231,435			—			—
Shares issued to holders in reinvestment of dividends		7,998			—			—			—
Shares redeemed		(124,326	)		(71,098	)		—			—

Net increase in shares outstanding		541,569			160,337			—			—

¹	Fund inception date was December 13, 2012.

See Notes to Financial Statements.

104


		*SEPTEMBER 30, 2014*


EMERGING MARKETS SELECT FUND						EMERGING MARKETS SMALL CAP FUND						FRONTIER EMERGING SMALL COUNTRIES FUND
Year Ended September 30, 2014			Year Ended September 30, 2013¹			Year Ended September 30, 2014			Year Ended September 30, 2013			Year Ended September 30, 2014			Year Ended September 30, 2013


$	(13,125	)	$	(5,823	)	$	(4,636,032	)	$	3,589,995		$	8,757,360		$	3,159,406
	(599,872	)		(1,799,840	)		7,560,059			81,959,238			16,000,201			(3,559,143	)
	—			—			—			—			—			—
	5,414,601			(1,164,441	)		71,426,344			(107,088,486	)		90,644,068			40,805,380

	4,801,604			(2,970,104	)		74,350,371			(21,539,253	)		115,401,629			40,405,643



	(21,719	)		—			—			(7,553,551	)		(1,526,061	)		(141,701	)
	—			—			(38,681,435	)		—			—			(57,117	)

	(21,719	)		—			(38,681,435	)		(7,553,551	)		(1,526,061	)		(198,818	)

	(64,529	)		—			—			—			—			—
	—			—			—			—			—			—

	(64,529	)		—			—			—			—			—



	11,991,899			43,112,331			347,159,450			846,342,710			717,734,281			776,774,213
	21,418			—			32,124,819			6,807,788			1,410,893			197,269
	(17,169,685	)		(11,933,841	)		(742,856,437	)		(520,777,701	)		(239,125,817	)		(120,031,663	)
	1,504			8,654			103,958			136,439			105,062			502,415

	(5,154,864	)		31,187,144			(363,468,210	)		332,509,236			480,124,419			657,442,234


	4,995,578			31,112,673			—			—			—			—
	63,952			—			—			—			—			—
	(4,047,799	)		(1,106,309	)		—			—			—			—
	82			12,247			—			—			—			—

	1,011,813			30,018,611			—			—			—			—

	572,305			58,235,651			(327,799,274	)		303,416,432			593,999,987			697,649,059


	58,235,651			—			1,785,681,125			1,482,264,693			730,694,308			33,045,249

$	58,807,956		$	58,235,651		$	1,457,881,851		$	1,785,681,125		$	1,324,694,295		$	730,694,308

$	(45,607	)	$	(3,596	)	$	(10,619,495	)	$	(9,939,545	)	$	6,400,383		$	1,455,556




	1,205,798			4,284,448			129,784,853			297,277,493			227,204,205			273,661,192
	2,201			—			12,214,760			2,431,353			458,082			75,293
	(1,710,416	)		(1,210,383	)		(279,567,746	)		(186,339,071	)		(75,182,416	)		(41,133,732	)

	(502,417	)		3,074,065			(137,568,133	)		113,369,775			152,479,871			232,602,753


	500,828			3,114,333			—			—			—			—
	6,539			—			—			—			—			—
	(395,228	)		(112,181	)		—			—			—			—

	112,139			3,002,152			—			—			—			—

105


WASATCH FUNDS — Statements of Changes in Net Assets *(continued)*


	GLOBAL OPPORTUNITIES FUND						HERITAGE GROWTH FUND
	Year Ended September 30, 2014			Year Ended September 30, 2013			Year Ended September 30, 2014			Year Ended September 30, 2013

Operations:
Net investment income (loss)	$	(1,764,940	)	$	(1,309,369	)	$	(666,848	)	$	176,407
Net realized gain on investments, foreign currency translations and foreign capital gains taxes		26,427,867			22,471,421			6,792,351			2,396,739
Change in unrealized appreciation (depreciation) on investments, foreign currency translations and deferred capital gains taxes		(16,328,571	)		19,772,020			2,762,540			20,188,006

Net increase (decrease) in net assets resulting from operations		8,334,356			40,934,072			8,888,043			22,761,152

Dividends paid from:
Investor Class
Net investment income		(189,507	)		—			(3	)		(106,546	)
Net realized gains		(23,360,745	)		(17,635,551	)		(3,055,839	)		(4,555,183	)

		(23,550,252	)		(17,635,551	)		(3,055,842	)		(4,661,729	)
Institutional Class
Net investment income		—			—			—			—
Net realized gains		—			—			—			—

		—			—			—			—

Capital share transactions:
Investor Class
Shares sold		38,477,656			78,951,413			10,748,476			15,718,322
Shares issued to holders in reinvestment of dividends		23,300,598			17,450,564			3,008,392			4,582,284
Shares redeemed		(74,373,069	)		(52,836,034	)		(20,998,564	)		(29,485,119	)
Redemption fees		14,624			13,811			7,381			3,459

Net increase (decrease)		(12,580,191	)		43,579,754			(7,234,315	)		(9,181,054	)

Institutional Class
Shares sold		—			—			—			—
Shares issued to holders in reinvestment of dividends		—			—			—			—
Shares redeemed		—			—			—			—
Redemption fees		—			—			—			—

Net decrease		—			—			—			—

Total increase (decrease) in net assets		(27,796,087	)		66,878,275			(1,402,114	)		8,918,369

Net assets:
Beginning of period		220,460,237			153,581,962			120,870,671			111,952,302

End of period	$	192,664,150		$	220,460,237		$	119,468,557		$	120,870,671

Undistributed net investment income (loss) included in net assets at end of period	$	(1,357,807	)	$	(1,365,700	)	$	—		$	(207,145	)


Capital share transactions — shares:
Investor Class
Shares sold		8,688,395			19,093,276			675,554			1,188,222
Shares issued to holders in reinvestment of dividends		5,368,811			4,544,418			188,735			370,136
Shares redeemed		(17,155,917	)		(12,600,673	)		(1,317,749	)		(2,196,100	)

Net increase (decrease) in shares outstanding		(3,098,711	)		11,037,021			(453,460	)		(637,742	)

Institutional Class
Shares sold		—			—			—			—
Shares issued to holders in reinvestment of dividends		—			—			—			—
Shares redeemed		—			—			—			—

Net decrease in shares outstanding		—			—			—			—

See Notes to Financial Statements.

106


		*SEPTEMBER 30, 2014*


INTERNATIONAL GROWTH FUND						INTERNATIONAL OPPORTUNITIES FUND						LARGE CAP VALUE FUND
Year Ended September 30, 2014			Year Ended September 30, 2013			Year Ended September 30, 2014			Year Ended September 30, 2013			Year Ended September 30, 2014			Year Ended September 30, 2013


$	(877,249	)	$	2,133,946		$	(1,305,624	)	$	(67,017	)	$	8,534,068		$	15,555,783
	15,327,889			53,101,393			35,150,911			23,650,919			154,870,921			323,383,090
	(88,535,593	)		158,495,032			906,191			20,421,755			(83,122,286	)		(122,155,005	)

	(74,084,953	)		213,730,371			34,751,478			44,005,657			80,282,703			216,783,868



	—			(2,056,223	)		—			—			(8,959,912	)		(14,580,839	)
	(35,584,097	)		—			(18,321,459	)		—			(220,160,713	)		(10,767,081	)

	(35,584,097	)		(2,056,223	)		(18,321,459	)		—			(229,120,625	)		(25,347,920	)

	—			—			—			—			(170,579	)		(204,325	)
	—			—			—			—			(3,657,318	)		(115,116	)

	—			—			—			—			(3,827,897	)		(319,441	)



	813,164,902			898,513,811			101,294,846			96,890,115			37,422,394			176,799,999
	32,446,727			1,885,302			17,919,621			—			224,799,356			24,998,559
	(641,869,274	)		(220,198,846	)		(74,216,881	)		(57,437,199	)		(489,674,350	)		(902,102,981	)
	81,566			232,539			15,807			194,004			17,989			15,701

	203,823,921			680,432,806			45,013,393			39,646,920			(227,434,611	)		(700,288,722	)


	—			—			—			—			612,575			5,558,942
	—			—			—			—			3,810,756			318,359
	—			—			—			—			(9,439,909	)		(8,226,847	)
	—			—			—			—			27			75

	—			—			—			—			(5,016,551	)		(2,349,471	)

	94,154,871			892,106,954			61,443,412			83,652,577			(385,116,981	)		(511,521,686	)


	1,326,931,271			434,824,317			278,215,805			194,563,228			802,353,993			1,313,875,679

$	1,421,086,142		$	1,326,931,271		$	339,659,217		$	278,215,805		$	417,237,012		$	802,353,993

$	(2,419,315	)	$	289,407		$	(20,725	)	$	(121,228	)	$	(22,352	)	$	411,711




	28,317,499			35,121,573			33,826,542			34,640,370			2,671,871			11,459,468
	1,128,974			80,810			6,265,602			—			18,290,490			1,681,933
	(22,521,529	)		(8,445,699	)		(24,700,939	)		(20,779,253	)		(36,210,359	)		(56,362,465	)

	6,924,944			26,756,684			15,391,205			13,861,117			(15,247,998	)		(43,221,064	)


	—			—			—			—			43,989			378,007
	—			—			—			—			310,272			21,178
	—			—			—			—			(650,406	)		(550,843	)

	—			—			—			—			(296,145	)		(151,658	)

107


WASATCH FUNDS — Statements of Changes in Net Assets *(continued)*


	LONG/SHORT FUND						MICRO CAP FUND
	Year Ended September 30, 2014			Year Ended September 30, 2013¹			Year Ended September 30, 2014			Year Ended September 30, 2013

Operations:
Net investment income (loss)	$	29,098,226		$	(3,856,379	)	$	(5,477,220	)	$	(3,679,572	)
Net realized gain on investments, foreign currency translations and foreign capital gains taxes		171,383,910			83,026,876			37,100,367			16,739,208
Net realized gain (loss) on options written		5,865,618			1,309,436			—			—
Net realized loss on short positions		(37,870,789	)		(42,360,180	)		—			—
Change in unrealized appreciation (depreciation) on investments, options, foreign currency translations and deferred capital gains taxes		(43,861,459	)		227,943,560			(32,943,005	)		63,205,416

Net increase (decrease) in net assets resulting from operations		124,615,506			266,063,313			(1,319,858	)		76,265,052

Dividends paid from:
Investor Class
Net investment income		—			—			—			—
Net realized gains		(35,737,283	)		(3,814,682	)		—			—

		(35,737,283	)		(3,814,682	)		—			—
Institutional Class
Net investment income		—			—			—			—
Net realized gains		(19,002,705	)		(37	)		—			—

		(19,002,705	)		(37	)		—			—

Capital share transactions:
Investor Class
Shares sold		799,289,456			839,239,541			19,894,352			18,549,509
Shares issued to holders in reinvestment of dividends		32,545,875			3,533,082			—			—
Shares redeemed		(659,696,589	)		(1,124,141,469	)		(47,941,399	)		(61,092,571	)
Redemption fees		24,288			214,286			7,491			3,686

Net increase (decrease)		172,163,030			(281,154,560	)		(28,039,556	)		(42,539,376	)

Institutional Class
Shares sold		322,177,847			833,136,129			—			—
Shares issued to holders in reinvestment of dividends		18,483,415			36			—			—
Shares redeemed		(167,604,694	)		(47,303,233	)		—			—
Redemption fees		29,540			3,745			—			—

Net increase (decrease)		173,086,108			785,836,677			—			—

Total increase (decrease) in net assets		415,124,656			766,930,711			(29,359,414	)		33,725,676

Net assets:
Beginning of period		2,304,150,396			1,537,219,685			323,174,725			289,449,049

End of period	$	2,719,275,052		$	2,304,150,396		$	293,815,311		$	323,174,725

Undistributed net investment income (loss) included in net assets at end of period	$	20,796,346		$	—		$	(4,090,280	)	$	(3,180,093	)


Capital share transactions — shares:
Investor Class
Shares sold		49,006,963			56,185,020			2,556,405			3,008,503
Shares issued to holders in reinvestment of dividends		2,006,527			255,281			—			—
Shares redeemed		(40,344,871	)		(75,441,028	)		(6,167,148	)		(10,173,311	)

Net increase (decrease) in shares outstanding		10,668,619			(19,000,727	)		(3,610,743	)		(7,164,808	)

Institutional Class
Shares sold		19,643,613			55,159,278			—			—
Shares issued to holders in reinvestment of dividends		1,138,141			3			—			—
Shares redeemed		(10,209,928	)		(3,064,536	)		—			—

Net increase (decrease) in shares outstanding		10,571,826			52,094,745			—			—

¹	Institutional Class inception date was December 13, 2012.

See Notes to Financial Statements.

108


		*SEPTEMBER 30, 2014*


MICRO CAP VALUE FUND						SMALL CAP GROWTH FUND						SMALL CAP VALUE FUND
Year Ended September 30, 2014			Year Ended September 30, 2013			Year Ended September 30, 2014			Year Ended September 30, 2013			Year Ended September 30, 2014			Year Ended September 30, 2013


$	(2,353,762	)	$	(1,339,035	)	$	(18,534,122	)	$	(8,773,760	)	$	(1,310,821	)	$	(385,158	)
	20,469,961			31,812,229			224,696,107			72,201,171			26,792,880			29,980,517
	1,322,199			(402,253	)		—			—			—			134,261
	—			—			—			—			—			—

	(13,401,279	)		12,551,496			(173,771,617	)		418,940,746			(4,346,303	)		25,781,113


	6,037,119			42,622,437			32,390,368			482,368,157			21,135,756			55,510,733



	—			—			—			—			—			—
	(28,293,837	)		(12,598,831	)		(82,224,931	)		(120,513,937	)		—			—

	(28,293,837	)		(12,598,831	)		(82,224,931	)		(120,513,937	)		—			—

	—			—			—			—			—			—
	—			—			—			—			—			—

	—			—			—			—			—			—



	30,540,367			17,228,162			342,634,806			526,165,138			99,914,166			13,743,085
	27,559,024			12,236,099			77,677,538			113,588,148			—			—
	(43,540,916	)		(31,306,629	)		(637,938,505	)		(339,431,007	)		(56,117,629	)		(31,535,450	)
	11,225			6,833			67,655			72,964			35,940			2,643

	14,569,700			(1,835,535	)		(217,558,506	)		300,395,243			43,832,477			(17,789,722	)


	—			—			—			—			409,846			114,779
	—			—			—			—			—			—
	—			—			—			—			(361,935	)		(469,262	)
	—			—			—			—			—			9

	—			—			—			—			47,911			(354,474	)

	(7,687,018	)		28,188,071			(267,393,069	)		662,249,463			65,016,144			37,366,537


	166,487,424			138,299,353			2,487,030,762			1,824,781,299			210,940,071			173,573,534

$	158,800,406		$	166,487,424		$	2,219,637,693		$	2,487,030,762		$	275,956,215		$	210,940,071

$	(680,747	)	$	—		$	(11,643,426	)	$	4,321,051		$	(1,019,565	)	$	(900,175	)




	9,343,898			5,667,705			6,608,019			11,553,173			16,975,454			3,038,390
	8,612,195			4,652,509			1,486,367			2,786,072			—			—
	(13,712,525	)		(10,622,742	)		(12,384,521	)		(7,512,395	)		(9,716,502	)		(7,381,311	)

	4,243,568			(302,528	)		(4,290,135	)		6,826,850			7,258,952			(4,342,921	)


	—			—			—			—			67,540			27,062
	—			—			—			—			—			—
	—			—			—			—			(63,395	)		(104,640	)

	—			—			—			—			4,145			(77,578	)

109


WASATCH FUNDS — Statements of Changes in Net Assets *(continued)*


	STRATEGIC INCOME FUND						ULTRA GROWTH FUND
	Year Ended September 30, 2014			Year Ended September 30, 2013			Year Ended September 30, 2014			Year Ended September 30, 2013

Operations:
Net investment income (loss)	$	2,015,317		$	1,746,049		$	(1,339,513	)	$	(903,738	)
Net realized gain (loss) on investments and foreign currency translations		6,566,435			5,445,411			31,334,090			13,638,860
Change in unrealized appreciation (depreciation) on investments, foreign currency translations and deferred foreign capital gains taxes		3,882,627			4,158,601			(21,390,497	)		18,080,625

Net increase (decrease) in net assets resulting from operations		12,464,379			11,350,061			8,604,080			30,815,747

Dividends paid from:
Investor Class
Net investment income		(2,306,293	)		(1,783,475	)		—			—
Net realized gains		(993,476	)		—			(10,009,711	)		(18,153,849	)

		(3,299,769	)		(1,783,475	)		(10,009,711	)		(18,153,849	)

Capital share transactions:
Investor Class
Shares sold		34,399,605			29,412,047			7,691,766			7,412,958
Shares issued to holders in reinvestment of dividends		3,262,457			1,753,848			9,777,591			17,764,371
Shares redeemed		(18,452,922	)		(18,796,760	)		(64,930,348	)		(29,401,210	)
Redemption fees		4,988			7,879			2,841			788

Net increase (decrease)		19,214,128			12,377,014			(47,458,150	)		(4,223,093	)

Total increase (decrease) in net assets		28,378,738			21,943,600			(48,863,781	)		8,438,805

Net assets:
Beginning of period		66,579,022			44,635,422			151,697,488			143,258,683

End of period	$	94,957,760		$	66,579,022		$	102,833,707		$	151,697,488

Undistributed net investment income (loss) included in net assets at end of period	$	(126,326	)	$	(163,943	)	$	1,162,957		$	3,576,821


Capital share transactions — shares:
Investor Class
Shares sold		2,774,574			2,875,259			306,155			338,575
Shares issued to holders in reinvestment of dividends		269,033			171,622			391,104			909,129
Shares redeemed		(1,537,984	)		(1,835,606	)		(2,526,727	)		(1,347,071	)

Net increase (decrease) in shares outstanding		1,505,623			1,211,275			(1,829,468	)		(99,367	)

See Notes to Financial Statements.

110


		*SEPTEMBER 30, 2014*


WORLD INNOVATORS FUND						INCOME FUND						U.S. TREASURY FUND
Year Ended September 30, 2014			Year Ended September 30, 2013			Year Ended September 30, 2014			Year Ended September 30, 2013			Year Ended September 30, 2014			Year Ended September 30, 2013


$	(2,638,098	)	$	(1,694,953	)	$	2,020,770		$	2,265,597		$	5,436,735		$	6,006,729

	27,258,295			18,170,206			79,678			248,661			(5,386,264	)		(6,304,627	)

	(17,034,854	)		29,296,909			132,168			(4,397,565	)		26,028,553			(40,377,202	)

	7,585,343			45,772,162			2,232,616			(1,883,307	)		26,079,024			(40,675,100	)



	—			—			(2,049,307	)		(2,251,846	)		(5,436,357	)		(6,003,335	)
	(14,888,675	)		—			—			—			—			(5,092,088	)

	(14,888,675	)		—			(2,049,307	)		(2,251,846	)		(5,436,357	)		(11,095,423	)



	94,143,976			120,569,904			15,034,005			34,260,559			80,288,379			152,652,150
	13,963,650			—			1,993,127			1,874,537			5,215,126			10,245,647
	(114,430,418	)		(67,399,194	)		(30,750,807	)		(40,901,921	)		(74,727,614	)		(189,555,949	)
	25,794			34,163			7,237			1,107			14,175			164,702

	(6,296,998	)		53,204,873			(13,716,438	)		(4,765,718	)		10,790,066			(26,493,450	)

	(13,600,330	)		98,977,035			(13,533,129	)		(8,900,871	)		31,432,733			(78,263,973	)


	266,910,945			167,933,910			130,285,308			139,186,179			193,230,897			271,494,870

$	253,310,615		$	266,910,945		$	116,752,179		$	130,285,308		$	224,663,630		$	193,230,897


$	(1,855,109	)	$	(1,845,482	)	$	6,356		$	55,524		$	22,071		$	15,441




	3,997,947			5,820,787			1,477,971			3,315,362			5,015,853			8,727,694
	595,464			—			196,157			182,048			324,073			591,684
	(4,922,563	)		(3,342,001	)		(3,026,250	)		(3,970,892	)		(4,794,925	)		(11,188,977	)

	(329,152	)		2,478,786			(1,352,122	)		(473,482	)		545,001			(1,869,599	)

111


WASATCH FUNDS — Financial Highlights


			Income (Loss) from Investment Operations												Less Distributions
	Net Asset Value Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Operations			Redemption Fees (See Note 2)			Dividends from Net Investment Income			Distributions from Net Realized Gains			Total Distributions
Core Growth Fund — Investor Class
Year ended 9/30/14	$	52.49		(0.39	)		2.12			1.73			—	⁴		—			(0.76	)		(0.76	)
Year ended 9/30/13	$	41.41		(0.12	)		11.19			11.07			0.01			—			—			—
Year ended 9/30/12	$	32.63		(0.26	)		9.04			8.78			—	⁴		—			—			—
Year ended 9/30/11	$	29.95		(0.19	)		2.87			2.68			—	⁴		—			—			—
Year ended 9/30/10	$	25.88		0.03			4.05			4.08			—	⁴		(0.01	)		—			(0.01	)
Core Growth Fund — Institutional Class
Year ended 9/30/14	$	52.57		(0.23	)		2.00			1.77			—	⁴		—			(0.76	)		(0.76	)
Year ended 9/30/13	$	41.44		(0.07	)		11.20			11.13			—	⁴		—			—			—
Period ended 9/30/12⁸	$	38.32		(0.16	)		3.28			3.12			—			—			—			—
Emerging India Fund
Year ended 9/30/14	$	1.78		(—	)⁴		0.95			0.95			—	⁴		—			—			—
Year ended 9/30/13	$	2.02		(0.01	)		(0.23	)		(0.24	)		—	⁴		—			—			—
Year ended 9/30/12	$	1.83		(0.01	)		0.21			0.20			—	⁴		(0.01	)		—			(0.01	)
Period ended 9/30/11¹⁰	$	2.00		—	⁴		(0.17	)		(0.17	)		—	⁴		—			—			—
Emerging Markets Select Fund — Investor Class
Year ended 9/30/14	$	9.56		(0.01	)		0.77			0.76			—	⁴		(0.01	)		—			(0.01	)
Period ended 9/30/13¹³	$	10.00		—	⁴		(0.44	)		(0.44	)		—	⁴		—			—			—
Emerging Markets Select Fund — Institutional Class
Year ended 9/30/14	$	9.61		—	⁴		0.78			0.78			—	⁴		(0.02	)		—			(0.02	)
Period ended 9/30/13¹⁴	$	10.00		(—	)⁴		(0.39	)		(0.39	)		—	⁴		—			—			—
Emerging Markets Small Cap Fund
Year ended 9/30/14	$	2.67		(0.01	)		0.14			0.13			—	⁴		—			(0.06	)		(0.06	)
Year ended 9/30/13	$	2.66		0.01			0.01			0.02			—	⁴		(0.01	)		—			(0.01	)
Year ended 9/30/12	$	2.16		0.01			0.49			0.50			—	⁴		—			—			—
Year ended 9/30/11	$	2.37		—	⁴		(0.21	)		(0.21	)		—	⁴		—	⁴		—			—	⁴
Year ended 9/30/10	$	1.57		0.01			0.80			0.81			—	⁴		(0.01	)		—			(0.01	)
Frontier Emerging Small Countries Fund
Year ended 9/30/14	$	2.97		0.03			0.33			0.36			—	⁴		(0.01	)		—			(0.01	)
Year ended 9/30/13	$	2.41		0.01			0.55			0.56			—	⁴		—	⁴		—	⁴		—	⁴
Period ended 9/30/12⁹	$	2.00		0.01			0.40			0.41			—	⁴		—			—			—
Global Opportunities Fund
Year ended 9/30/14	$	4.58		(0.05	)		0.23			0.18			—	⁴		—	⁴		(0.48	)		(0.48	)
Year ended 9/30/13	$	4.15		(0.02	)		0.93			0.91			—	⁴		—			(0.48	)		(0.48	)
Year ended 9/30/12	$	3.68		(0.03	)		0.93			0.90			—	⁴		—			(0.43	)		(0.43	)
Year ended 9/30/11	$	3.97		(0.02	)		(0.13	)		(0.15	)		—	⁴		—			(0.14	)		(0.14	)
Year ended 9/30/10	$	3.38		(0.02	)		0.70			0.68			—	⁴		(0.01	)		(0.08	)		(0.09	)
Heritage Growth Fund
Year ended 9/30/14	$	14.91		(0.09	)¹⁵		1.17			1.08			—	⁴		—	⁴		(0.38	)		(0.38	)
Year ended 9/30/13	$	12.80		0.02			2.64			2.66			—	⁴		(0.01	)		(0.54	)		(0.55	)
Year ended 9/30/12	$	10.83		(0.03	)		2.16			2.13			—	⁴		(0.02	)		(0.14	)		(0.16	)
Year ended 9/30/11	$	10.70		—	⁴		0.22			0.22			—	⁴		(0.09	)		—			(0.09	)
Year ended 9/30/10	$	9.28		0.09			1.39			1.48			—	⁴		(0.06	)		—			(0.06	)
International Growth Fund
Year ended 9/30/14	$	28.76		(0.02	)		(1.24	)		(1.26	)		—	⁴		—			(0.72	)		(0.72	)
Year ended 9/30/13	$	22.44		0.07			6.32			6.39			0.01			(0.08	)		—			(0.08	)
Year ended 9/30/12	$	17.21		0.09			5.14			5.23			—	⁴		—			—			—
Year ended 9/30/11	$	18.66		—	⁴		(1.46	)		(1.46	)		0.01			—			—			—
Year ended 9/30/10	$	13.91		0.02			4.73			4.75			—	⁴		—			—			—
International Opportunities Fund
Year ended 9/30/14	$	2.94		(0.01	)		0.33			0.32			—	⁴		—			(0.17	)		(0.17	)
Year ended 9/30/13	$	2.41		(—	)⁴		0.53			0.53			—	⁴		—			—			—
Year ended 9/30/12	$	2.24		—	⁴		0.44			0.44			—	⁴		—			(0.27	)		(0.27	)
Year ended 9/30/11	$	2.57		(0.01	)		(0.25	)		(0.26	)		—	⁴		—			(0.07	)		(0.07	)
Year ended 9/30/10	$	1.97		(0.01	)		0.63			0.62			—	⁴		(0.02	)		—			(0.02	)
Large Cap Value Fund — Investor Class
Year ended 9/30/14	$	16.57		0.21			1.49			1.70			—	⁴		(0.22	)		(5.36	)		(5.58	)
Year ended 9/30/13	$	14.31		0.22			2.37			2.59			—	⁴		(0.20	)		(0.13	)		(0.33	)
Year ended 9/30/12	$	11.85		0.20			2.46			2.66			—	⁴		(0.20	)		—			(0.20	)
Year ended 9/30/11	$	12.64		0.17			(0.79	)		(0.62	)		—	⁴		(0.17	)		—			(0.17	)
Year ended 9/30/10	$	11.97		0.17			0.67			0.84			—	⁴		(0.17	)		—			(0.17	)

See Notes to Financial Highlights and Notes to Financial Statements.

112


		(for a share outstanding throughout each period)


					Ratios to Average Net Assets												Supplemental Data
Net Asset Value End of Period		Total Return (%)¹			Expenses Net of Waivers and Reimbursements (%)²			Expenses Before Waivers and Reimbursements (%)²			Net Investment Income Net of Waivers and Reimbursements (%)²			Net Investment Income Before Waivers and Reimbursements (%)²			Net Assets End of Period (000’s)		Portfolio Turnover Rate^{1 3}

$	53.46		3.26			1.18	⁵		1.18	⁵		(0.64	)		(0.64	)	$	859,086		26%
$	52.49		26.76			1.21	⁵		1.21	⁵		(0.39	)		(0.39	)	$	924,304		16%
$	41.41		26.91			1.23	⁵		1.23	⁵		(0.70	)		(0.70	)	$	581,371		28%
$	32.63		8.95			1.22			1.22			(0.57	)		(0.57	)	$	433,294		27%
$	29.95		15.75			1.29	¹¹		1.29	¹¹		0.02			0.02		$	418,642		19%

$	53.58		3.31			1.13	⁵		1.19	⁵		(0.59	)		(0.65	)⁵	$	49,369		26%
$	52.57		26.86			1.12	⁵		1.32	⁵		(0.32	)		(0.52	)⁵	$	19,971		16%
$	41.44		8.14			1.12	⁵		1.55	⁵		(0.62	)		(1.05	)	$	9,101		28%

$	2.73		53.37			1.96	⁵		2.58	⁵		(0.76	)		(1.38	)	$	44,150		13%
$	1.78		(11.88	)		1.95	⁵		2.99	⁵		(0.99	)		(2.03	)	$	15,938		40%
$	2.02		11.42			1.95	⁵		3.41	⁵		(0.65	)		(2.11	)	$	13,658		17%
$	1.83		(8.50	)		1.95			4.85			(0.07	)		(2.97	)	$	10,580		2%

$	10.31		7.92			1.69	⁵		1.88	⁵		(0.09	)		(0.28	)	$	26,502		59%
$	9.56		(4.40	)		1.69	⁵		2.40	⁵		0.04			(0.67	)	$	29,374		43%

$	10.37		8.13			1.51	⁵		1.71	⁵		0.05			(0.15	)	$	32,306		59%
$	9.61		(3.90	)		1.50	⁵		2.21	⁵		(0.18	)		(0.89	)	$	28,861		43%

$	2.74		4.90			1.95	⁵		2.02	⁵		(0.28	)		(0.35	)	$	1,457,882		55%
$	2.67		0.85			1.95	⁵		2.06	⁵		0.21			0.09		$	1,785,681		41%
$	2.66		23.15			1.95	⁵		2.13	⁵		0.29			0.11		$	1,482,265		39%
$	2.16		(8.85	)		1.96			2.19			0.22			(0.01	)	$	774,198		48%
$	2.37		51.69			2.06	¹²		2.39	¹²		0.82			0.49		$	446,751		23%

$	3.32		11.97			2.24	⁵		2.24	⁵		0.79			0.79		$	1,324,694		22%
$	2.97		22.88			2.25	⁵		2.43	⁵		0.81			0.63		$	730,694		13%
$	2.41		20.50			2.25	⁵		3.64	⁵		1.31			(0.08	)	$	33,045		5%

$	4.28		3.94			1.78	⁵		1.78	⁵		(0.83	)		(0.83	)	$	192,664		42%
$	4.58		24.23			1.80	⁵		1.80	⁵		(0.70	)		(0.70	)	$	220,460		43%
$	4.15		26.69			1.84	⁵		1.84	⁵		(0.61	)		(0.61	)	$	153,582		38%
$	3.68		(4.21	)		1.94			1.94			(0.41	)		(0.41	)	$	199,855		59%
$	3.97		20.41			2.25	¹²		2.33	¹²		(0.73	)		(0.81	)	$	234,904		23%

$	15.61		7.21			0.95	⁵		0.95	⁵		(0.52	)¹⁵		(0.52	)¹⁵	$	119,469		15%
$	14.91		21.67			0.95	⁵		0.99	⁵		0.15			0.11		$	120,871		19%
$	12.80		19.76			0.95	⁵		1.03	⁵		(0.28	)		(0.37	)	$	111,952		26%
$	10.83		2.01			0.95			1.04			(0.02	)		(0.11	)	$	72,561		35%
$	10.70		16.06			0.96	¹¹		1.11	¹¹		0.81			0.66		$	78,274		36%

$	26.78		(4.53	)		1.46	⁵		1.46	⁵		(0.06	)		(0.06	)	$	1,421,086		42%
$	28.76		28.63			1.49	⁵		1.49	⁵		0.25			0.25		$	1,326,931		44%
$	22.44		30.39			1.57	⁶		1.57	⁶	��	0.51			0.51		$	434,824		44%
$	17.21		(7.77	)		1.66			1.66			(0.01	)		(0.01	)	$	281,481		70%
$	18.66		34.15			1.86	¹²		1.86	¹²		0.10			0.10		$	285,446		44%

$	3.09		11.53			2.25	⁵		2.41	⁵		(0.40	)		(0.56	)	$	339,659		38%
$	2.94		21.99			2.25	⁵		2.42	⁵		(0.03	)		(0.20	)	$	278,216		49%
$	2.41		22.33			2.25	⁶		2.48	⁶		(0.16	)		(0.39	)	$	194,563		41%
$	2.24		(10.49	)		2.25			2.55			(0.58	)		(0.88	)	$	151,569		108%
$	2.57		31.71			2.26	¹¹		2.62	¹¹		(0.60	)		(0.96	)	$	152,178		51%

$	12.69		11.78			1.11	^5 11		1.12	^5 11		1.38			1.37		$	409,169		53%
$	16.57		18.40			1.10	⁵		1.16	⁵		1.27			1.21		$	786,910		47%
$	14.31		22.50			1.10	⁵		1.15	⁵		1.42			1.37		$	1,298,365		14%
$	11.85		(5.08	)		1.10			1.11			1.24			1.23		$	1,546,471		26%
$	12.64		7.07			1.11	¹¹		1.14	¹¹		1.36			1.33		$	1,621,113		17%

113


WASATCH FUNDS — Financial Highlights *(continued)*


			Income (Loss) from Investment Operations												Less Distributions
	Net Asset Value Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Operations			Redemption Fees (See Note 2)			Dividends from Net Investment Income			Distributions from Net Realized Gains			Total Distributions
Large Cap Value Fund — Institutional Class
Year ended 9/30/14	$	16.57		0.20			1.52			1.72			—	⁴		(0.24	)		(5.36	)		(5.60	)
Year ended 9/30/13	$	14.31		0.22			2.39			2.61			—	⁴		(0.22	)		(0.13	)		(0.35	)
Period ended 9/30/12⁸	$	13.77		0.12			0.57			0.69			—	⁴		(0.15	)		—			(0.15	)
Long/Short Fund — Investor Class
Year ended 9/30/14	$	15.82		0.17			0.65			0.82			—	⁴		—			(0.35	)		(0.35	)
Year ended 9/30/13	$	13.66		(0.04	)		2.23			2.19			—	⁴		—			(0.03	)		(0.03	)
Year ended 9/30/12	$	11.85		(0.02	)		1.83			1.81			—	⁴		—			—			—
Year ended 9/30/11	$	11.74		(0.04	)		0.16			0.12			—	⁴		(0.01	)		—			(0.01	)
Year ended 9/30/10	$	11.13		(0.01	)		0.62			0.61			—	⁴		—	⁴		—			—	⁴
Long/Short Fund — Institutional Class
Year ended 9/30/14	$	15.83		0.18			0.66			0.84			—	⁴		—			(0.35	)		(0.35	)
Period ended 9/30/13¹⁴	$	13.80		(0.01	)		2.07			2.06			—	⁴		—			(0.03	)		(0.03	)
Micro Cap Fund
Year ended 9/30/14	$	7.42		(0.14	)		0.08			(0.06	)		—	⁴		—			—			—
Year ended 9/30/13	$	5.71		(0.10	)		1.81			1.71			—	⁴		—			—			—
Year ended 9/30/12	$	4.40		(0.09	)		1.40			1.31			—	⁴		—			—			—
Year ended 9/30/11	$	4.44		(0.06	)		0.02			(0.04	)		—	⁴		—			—			—
Year ended 9/30/10	$	3.89		(0.05	)		0.60			0.55			—	⁴		—			—			—
Micro Cap Value Fund
Year ended 9/30/14	$	3.45		(0.04	)		0.18			0.14			—	⁴		—			(0.57	)		(0.57	)
Year ended 9/30/13	$	2.85		(0.03	)		0.91			0.88			—	⁴		—			(0.28	)		(0.28	)
Year ended 9/30/12	$	2.24		(0.04	)		0.65			0.61			—	⁴		—			—			—
Year ended 9/30/11	$	2.38		(0.04	)		(0.10	)		(0.14	)		—	⁴		—			—			—
Year ended 9/30/10	$	2.11		(0.02	)		0.30			0.28			—	⁴		(0.01	)		—			(0.01	)
Small Cap Growth Fund
Year ended 9/30/14	$	51.31		(0.41	)		1.03			0.62			—	⁴		—			(1.68	)		(1.68	)
Year ended 9/30/13	$	43.82		(0.15	)		10.53			10.38			—	⁴		—			(2.89	)		(2.89	)
Year ended 9/30/12	$	35.37		(0.29	)		10.40			10.11			—	⁴		—			(1.66	)		(1.66	)
Year ended 9/30/11	$	34.24		(0.13	)		1.26			1.13			—	⁴		—			—			—
Year ended 9/30/10	$	28.59		(0.22	)		5.87			5.65			—	⁴		—			—			—
Small Cap Value Fund — Investor Class
Year ended 9/30/14	$	5.12		(0.02	)		0.59			0.57			—	⁴		—			—			—
Year ended 9/30/13	$	3.81		(0.01	)		1.32			1.31			—	⁴		—			—			—
Year ended 9/30/12	$	3.12		(0.03	)		0.72			0.69			—	⁴		—			—			—
Year ended 9/30/11	$	3.08		(0.02	)		0.06			0.04			—	⁴		—			—			—
Year ended 9/30/10	$	2.75		(0.01	)		0.34			0.33			—	⁴		—	��		—			—
Small Cap Value Fund — Institutional Class
Year ended 9/30/14	$	5.14		(0.03	)		0.61			0.58			—			—			—			—
Year ended 9/30/13	$	3.82		(0.01	)		1.33			1.32			—	⁴		—			—			—
Period ended 9/30/12⁸	$	3.68		(0.01	)		0.15			0.14			—			—			—			—
Strategic Income Fund
Year ended 9/30/14	$	11.08		0.32			1.74			2.06			—	⁴		(0.35	)		(0.16	)		(0.51	)
Year ended 9/30/13	$	9.30		0.33			1.78			2.11			—	⁴		(0.33	)		—			(0.33	)
Year ended 9/30/12	$	7.57		0.16			1.77			1.93			—	⁴		(0.20	)		—			(0.20	)
Year ended 9/30/11	$	7.51		0.25			0.06			0.31			—	⁴		(0.25	)		—			(0.25	)
Year ended 9/30/10	$	6.77		0.31			0.70			1.01			—	⁴		(0.27	)		—			(0.27	)
Ultra Growth Fund
Year ended 9/30/14	$	24.57		(0.06	)		0.80			0.74			—	⁴		—			(1.64	)		(1.64	)
Year ended 9/30/13	$	22.83		(0.15	)		4.96			4.81			—	⁴		—			(3.07	)		(3.07	)
Year ended 9/30/12	$	20.11		(0.08	)		3.98			3.90			—	⁴		—			(1.18	)		(1.18	)
Year ended 9/30/11	$	19.80		(0.17	)		0.48			0.31			—	⁴		—			—			—
Year ended 9/30/10	$	15.66		(0.15	)		4.29			4.14			—	⁴		—			—			—
World Innovators Fund
Year ended 9/30/14	$	23.15		(0.24	)		0.91			0.67			—	⁴		—			(1.20	)		(1.20	)
Year ended 9/30/13	$	18.55		(0.12	)		4.72			4.60			—	⁴		—			—			—
Year ended 9/30/12	$	14.71		(0.12	)		3.96			3.84			—	⁴		—			—			—
Year ended 9/30/11	$	13.65		(0.13	)		1.19			1.06			—	⁴		—			—			—
Year ended 9/30/10	$	11.12		(0.10	)		2.65			2.55			—	⁴		(0.02	)		—			(0.02	)

See Notes to Financial Highlights and Notes to Financial Statements.

114


		(for a share outstanding throughout each period)


					Ratios to Average Net Assets												Supplemental Data
Net Asset Value End of Period		Total Return (%)¹			Expenses Net of Waivers and Reimbursements (%)²			Expenses Before Waivers and Reimbursements (%)²			Net Investment Income Net of Waivers and Reimbursements (%)²			Net Investment Income Before Waivers and Reimbursements (%)²			Net Assets End of Period (000’s)		Portfolio Turnover Rate^{1 3}

$	12.69		11.95			0.98	⁵		1.25	⁵		1.52			1.25		$	8,068		53%
$	16.57		18.54			0.98	⁵		1.35	⁵		1.37			1.00		$	15,444		47%
$	14.31		5.02			0.98	⁵		1.31	⁵		1.44			1.11		$	15,511		14%

$	16.29		5.21			1.53	^7 12		1.53	^7 12		1.05			1.05		$	1,696,707		47%
$	15.82		16.09			1.51	⁷		1.51	⁷		(0.22	)		(0.22	)	$	1,479,371		47%
$	13.66		15.27			1.51	⁷		1.51	⁷		(0.20	)		(0.20	)	$	1,537,220		71%
$	11.85		0.98			1.63	⁷		1.63	⁷		(0.44	)		(0.44	)	$	833,298		82%
$	11.74		5.52			1.71	^7 12		1.71	^7 12		0.03			0.03		$	300,255		60%

$	16.32		5.33			1.42	⁷		1.42	⁷		1.18			1.18		$	1,022,568		47%
$	15.83		14.99			1.39	⁷		1.40	⁷		(0.16	)		(0.17	)	$	824,780		47%

$	7.36		(0.81	)		1.97			1.97			(1.67	)		(1.67	)	$	293,815		26%
$	7.42		29.95			2.13	⁵		2.13	⁵		(1.28	)		(1.28	)	$	323,175		17%
$	5.71		29.77			2.14	⁵		2.14	⁵		(1.50	)		(1.50	)	$	289,449		25%
$	4.40		(0.90	)		2.14			2.14			(1.05	)		(1.05	)	$	253,415		30%
$	4.44		14.14			2.18	⁵		2.18	⁵		(1.10	)		(1.10	)	$	283,551		34%

$	3.02		3.26			2.03	⁵		2.09	⁵		(1.31	)		(1.37	)	$	158,800		71%
$	3.45		33.92			2.25	⁵		2.25	⁵		(0.92	)		(0.92	)	$	166,487		66%
$	2.85		27.23			2.25	⁵		2.31	⁵		(1.27	)		(1.33	)	$	138,299		78%
$	2.24		(5.88	)		2.25			2.28			(1.21	)		(1.24	)	$	142,795		94%
$	2.38		13.26			2.26	¹¹		2.37	¹¹		(1.32	)		(1.43	)	$	185,587		88%

$	50.25		1.09			1.21	⁵		1.21	⁵		(0.75	)		(0.75	)	$	2,219,638		23%
$	51.31		25.34			1.23	⁵		1.23	⁵		(0.42	)		(0.42	)	$	2,487,031		10%
$	43.82		29.41			1.24	⁵		1.24	⁵		(0.73	)		(0.73	)	$	1,824,781		20%
$	35.37		3.30			1.23			1.23			(0.32	)		(0.32	)	$	1,297,982		23%
$	34.24		19.76			1.27	¹¹		1.27	¹¹		(0.74	)		(0.74	)	$	1,110,087		17%

$	5.69		11.13			1.20	⁵		1.20	⁵		(0.52	)		(0.52	)	$	265,521		50%
$	5.12		34.38			1.26	⁵		1.27	⁵		(0.21	)		(0.22	)	$	201,581		40%
$	3.81		22.12			1.46	⁵		1.46	⁵		(0.73	)		(0.73	)	$	166,330		55%
$	3.12		1.30			1.78			1.78			(0.65	)		(0.65	)	$	169,401		46%
$	3.08		12.00			1.85	¹¹		1.85	¹¹		(0.23	)		(0.23	)	$	211,571		62%

$	5.72		11.28			1.15	⁵		1.44	⁵		(0.49	)		(0.78	)	$	10,436		50%
$	5.14		34.55			1.15	⁵		1.46	⁵		(0.11	)		(0.42	)	$	9,359		40%
$	3.82		3.80			1.15	⁵		1.66	⁵		(0.42	)		(0.93	)	$	7,243		55%

$	12.63		18.94			0.95	⁵		0.96	⁵		2.59			2.58		$	94,958		69%
$	11.08		23.01			0.95	⁵		1.06	⁵		3.16			3.05		$	66,579		54%
$	9.30		25.61			0.95	⁵		1.14	⁵		1.74			1.55		$	44,635		57%
$	7.57		3.94			0.95			1.21			2.99			2.73		$	24,057		62%
$	7.51		15.18			0.99	^7 12		1.33	^7 12		4.35			4.01		$	19,517		73%

$	23.67		2.66			1.26	⁵		1.26	⁵		(1.00	)		(1.00	)	$	102,834		38%
$	24.57		24.52			1.29	⁵		1.29	⁵		(0.64	)		(0.64	)	$	151,697		25%
$	22.83		20.13			1.32	⁵		1.32	⁵		(0.35	)		(0.35	)	$	143,259		43%
$	20.11		1.57			1.42			1.42			(0.51	)		(0.51	)	$	134,203		60%
$	19.80		26.44			1.68	¹¹		1.68	¹¹		(1.14	)		(1.14	)	$	178,566		45%

$	22.62		2.69			1.73	⁵		1.73	⁵		(0.89	)		(0.89	)	$	253,311		111%
$	23.15		24.80			1.77	⁵		1.79	⁵		(0.84	)		(0.86	)	$	266,911		84%
$	18.55		26.10			1.85	⁵		1.85	⁵		(0.99	)		(0.99	)	$	167,934		66%
$	14.71		7.77			1.95			1.95			(0.84	)		(0.84	)	$	72,493		85%
$	13.65		22.91			1.96	¹¹		2.05	¹¹		(0.74	)		(0.83	)	$	65,767		74%

115


WASATCH FUNDS — Financial Highlights *(continued)*


			Income (Loss) from Investment Operations											Less Distributions
	Net Asset Value Beginning of Period		Net Investment Income		Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Operations			Redemption Fees (See Note 2)			Dividends from Net Investment Income			Distributions from Net Realized Gains			Total Distributions
Income Fund
Year ended 9/30/14	$	10.13		0.17		0.02			0.19			—	⁴		(0.17	)		—			(0.17	)
Year ended 9/30/13	$	10.44		0.17		(0.31	)		(0.14	)		—			(0.17	)		—			(0.17	)
Year ended 9/30/12	$	10.32		0.20		0.12			0.32			—	⁴		(0.20	)		—			(0.20	)
Year ended 9/30/11	$	10.34		0.25		(0.02	)		0.23			—	⁴		(0.25	)		—			(0.25	)
Year ended 9/30/10	$	10.04		0.29		0.30			0.59			—	⁴		(0.29	)		—			(0.29	)
U.S. Treasury Fund
Year ended 9/30/14	$	15.33		0.45		1.75			2.20			—	⁴		(0.45	)		—			(0.45	)
Year ended 9/30/13	$	18.75		0.44		(3.08	)		(2.64	)		0.01			(0.44	)		(0.35	)		(0.79	)
Year ended 9/30/12	$	18.75		0.42		0.77			1.19			0.01			(0.42	)		(0.78	)		(1.20	)
Year ended 9/30/11	$	17.17		0.52		2.63			3.15			0.02			(0.52	)		(1.07	)		(1.59	)
Year ended 9/30/10	$	16.29		0.54		1.35			1.89			0.01			(0.54	)		(0.48	)		(1.02	)

See Notes to Financial Highlights and Notes to Financial Statements.

116


		(for a share outstanding throughout each period)


					Ratios to Average Net Assets										Supplemental Data
Net Asset Value End of Period		Total Return (%)¹			Expenses Net of Waivers and Reimbursements (%)²			Expenses Before Waivers and Reimbursements (%)²			Net Investment Income Net of Waivers and Reimbursements (%)²		Net Investment Income Before Waivers and Reimbursements (%)²		Net Assets End of Period (000’s)		Portfolio Turnover Rate^{1 3}

$	10.15		1.91			0.70	⁵		0.70	⁵		1.66		1.66	$	116,752		13%
$	10.13		(1.34	)		0.71			0.71			1.67		1.67	$	130,285		35%
$	10.44		3.16			0.70	⁵		0.70	⁵		1.97		1.97	$	139,186		48%
$	10.32		2.26			0.71			0.71			2.42		2.42	$	135,617		43%
$	10.34		5.95			0.72	¹²		0.73	¹²		2.87		2.86	$	138,095		51%

$	17.08		14.54			0.70	⁵		0.70	⁵		2.77		2.77	$	224,664		28%
$	15.33		(14.43	)		0.71	⁵		0.71	⁵		2.46		2.46	$	193,231		34%
$	18.75		6.66			0.72	⁵		0.72	⁵		2.33		2.33	$	271,495		13%
$	18.75		22.06			0.75			0.76			3.44		3.43	$	187,368		44%
$	17.17		12.65			0.75	¹²		0.78	¹²		3.56		3.53	$	200,855		49%

117


WASATCH FUNDS — Notes to Financial Highlights		*SEPTEMBER 30, 2014*

¹	Not annualized for periods less than one year.

²	Annualized for periods less than one year.

³	Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

⁴	Represents amounts less than $.005 per share.

⁵	Includes interest expense of less than 0.01%.

⁶	Includes interest expenses of 0.01%.

⁷	Includes interest expense and dividend payments for securities sold short. The ratios excluding such expenses are listed below:


	Expenses Net of Waivers and Reimbursements²			Expenses Before Waivers and Reimbursements²
Long/Short Fund — Investor Class
Year ended 9/30/14		1.27%			1.27%
Year ended 9/30/13		1.28%			1.28%
Year ended 9/30/12		1.27%			1.27%
Year ended 9/30/11		1.30%			1.30%
Year ended 9/30/10		1.34%	¹²		1.34%	¹²

Long/Short Fund — Institutional Class
Year ended 9/30/14		1.16%			1.16%
Period ended 9/30/13¹⁴		1.17%			1.18%

Strategic Income Fund
Year ended 9/30/10		0.95%	¹²		1.29%	¹²

⁸Institutional

class inception date was January 31, 2012.

⁹Fund

inception date was January 31, 2012.

¹⁰Fund

inception date was April 26, 2011.

¹¹Includes

extraordinary expenses of 0.01% (see Note 8).

¹²Includes

extraordinary expenses of less than 0.01% (see Note 8).

¹³Fund

inception date was December 13, 2012.

¹⁴Institutional

class inception date was December 13, 2012.

¹⁵Investment

Income per share reflects a large, special dividend which amounted to $0.04 per share. Excluding this special dividend, the ratio of net investment income (loss) to average net assets would have been (0.79)%.

See Notes to Financial Statements.

118


WASATCH FUNDS — Notes to Financial Statements		*SEPTEMBER 30, 2014*

1. ORGANIZATION

Wasatch Funds Trust (the “Trust”) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and consists of 20 series or funds (each a “Fund” and collectively the “Funds”). The Core Growth Fund, Emerging India Fund, Emerging Markets Small Cap Fund, Global Opportunities Fund, Heritage Growth Fund, International Growth Fund, International Opportunities Fund, Large Cap Value Fund, Long/Short Fund, Micro Cap Fund, Micro Cap Value Fund, Small Cap Growth Fund, Small Cap Value Fund, Strategic Income Fund, Ultra Growth Fund, World Innovators Fund, Wasatch-1st Source Income Fund (“Income Fund”) (sub-advised), and Wasatch-Hoisington U.S. Treasury Fund (“U.S. Treasury Fund”) (sub-advised) are each diversified funds. The Emerging Markets Select Fund and Frontier Emerging Small Countries Fund are non-diversified funds. Each Fund maintains its own investment objective.

On November 9, 2011, the Trust re-designated the shares of the Funds into Investor Class shares effective January 31, 2012, and authorized and designated a new Institutional Class of shares in the Funds. Currently five funds offer Institutional Class shares: Core Growth Fund, Large Cap Value Fund and Small Cap Value Fund, which commenced operations on January 31, 2012, as well as the Emerging Markets Select Fund and Long/Short Fund, which commenced operations on December 13, 2012. Each class of shares for each Fund has identical rights and privileges except with respect to purchase minimums, distribution and service charges, shareholder services, voting rights on matters affecting a single class of shares, and the exchange and conversion features. The Funds have entered into an investment advisory agreement with Wasatch Advisors, Inc. (the “Advisor” or “Wasatch”) as investment advisor.

The Core Growth, Emerging India, Emerging Markets Select, Emerging Markets Small Cap, Frontier Emerging Small Countries, Global Opportunities, Heritage Growth, International Growth, International Opportunities, Large Cap Value, Long/Short, Micro Cap, Micro Cap Value, Small Cap Growth, Small Cap Value, Strategic Income, Ultra Growth and World Innovators Funds are referred to herein as the “Equity Funds.”

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant policies related to investments of the Funds held at September 30, 2014. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Valuation of Securities — All investments in securities are recorded at their estimated fair value as described in Note 14.

Foreign Currency Translations — Values of investments denominated in foreign currencies are converted into U.S. dollars using the current exchange rates each business day (generally 2:00 p.m. Eastern Time). Purchases and sales of investments and dividend income are translated into U.S. dollars using the current prevailing exchange rate on the transaction date. The effect of changes in foreign exchange

rates on realized and unrealized gains or losses on securities is reflected as a component of such gains or losses. Transactions in foreign denominated assets may involve greater risks than domestic transactions.

Investment in Securities and Related Investment Income — Security transactions are accounted for on the trade date. Gains or losses on securities sold are determined on the identified cost basis. Dividend income and distributions to shareholders are recorded on the ex-dividend date except that certain dividends from foreign securities may be recorded after the ex-dividend date based on when the Fund is informed of the dividend. Interest income and estimated expenses are accrued daily. Bond discount and premiums are amortized using the interest method. To the extent dividends received include return of capital or capital gain distributions; such distributions are recorded as a reduction to cost of the related security or as realized gain/loss.

Expenses — The Funds contract for various services on a collective basis. Most expenses are directly attributable to each Fund and therefore are charged accordingly. Expenses that are not directly attributable to one or more Funds are allocated among applicable Funds on an equitable and consistent basis considering such things as the nature and type of expense and the relative net assets of the Funds.

Use of Management Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported changes in net assets during the reporting period. Actual results could differ from those estimates.

Guarantees and Indemnifications — In the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties which provide general indemnifications. The maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds and/or their affiliates that have not yet occurred. Based on experience, however, the risk of loss is expected to be remote.

Redemption Fees — The Funds deduct a fee of 2.00% from redemption proceeds on shares of the Funds held 60 days or less. Redemption fees retained by the Funds are credited to additional paid-in capital.

New Accounting Pronouncements — In June 2013, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU 2013-08”) to Accounting Standard Codification Topic 946, Financial Services — Investment Companies (“Topic 946”). ASU 2013-08 amends the guidance in Topic 946 for determining whether an entity qualifies as an investment company and requires certain additional disclosures. ASU 2013-08 is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2013. FASB has determined that a fund registered under the 1940 Act automatically meets ASU 2013-08’s criteria for an investment company. Although still evaluating the potential impact of ASU 2013-08, management expects that this will not have a material impact on the Funds’ financial statements.

119


WASATCH FUNDS — Notes to Financial Statements *(continued)*

Other — Income, expenses, and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets, except that each class separately bears expenses related specifically to that class, such as certain shareholder servicing fees.

3. SECURITIESAND OTHER INVESTMENTS

Repurchase Agreements — The Funds may engage in repurchase transactions. Under the terms of a typical repurchase agreement, a fund takes possession of an underlying debt obligation subject to an obligation of the seller to repurchase and the fund to resell the obligation at an agreed upon price and time. The market value of the collateral must be at least equal at all times to the total amount of the repurchase obligation, including interest. Generally, in the event of counterparty default, the fund has the right to use the collateral to offset losses incurred. Refer to Note 15 (Offsetting) for more information about the offsetting of assets and liabilities.

Short Sales — The Long/Short Fund and to a lesser extent the other Equity Funds may enter into short sales whereby a fund sells a security it generally does not own (the security is borrowed), in anticipation of a decline in the security’s price. The initial amount of a short sale is recorded as a liability which is marked-to-market daily. Fluctuations in the value of the short liability are recorded as unrealized gains or losses. If a Fund shorts a security when also holding a long position in the security (a “short against the box”), as the security’s price declines, the short position increases in value, offsetting the long position’s decrease in value. The opposite effect occurs if the security’s price rises. A Fund realizes a gain or loss upon closing of the short sale (returning the security to the counterparty by way of purchase or delivery of a long position owned). Possible losses from short sales may be unlimited, whereas losses from security purchases cannot exceed the total amount invested. The Funds are liable to the buyer for any dividends payable on securities while those securities are in a short position. These dividends are an expense of the Funds. The Funds designate collateral consisting of cash, U.S. government securities or other liquid assets sufficient to collateralize the market value of short positions. Refer to Note 15 (Offsetting) for more information about the offsetting of assets and liabilities.

Participation Notes — The Frontier Emerging Small Countries and the Global Opportunities Funds invest in Participation Notes (P-Notes). P-Notes are promissory notes that are designed to offer a return linked to the performance of a particular underlying equity security or market. P-Notes are issued by banks or broker-dealers and allow a fund to gain exposure to common stocks in markets where direct investment is not allowed, such as Saudi Arabia. While the holder of a P-Note is entitled to receive from the bank or broker-dealer any dividends or other distributions paid on the underlying securities, the holder is not entitled to the same rights as an owner of the underlying securities, such as voting rights. Income received from P-Notes is recorded as dividend income in the Statement of

Operations. P-Notes are considered general unsecured contractual obligations of the bank or broker-dealer. Risks associated with P-Notes include the possible failure of a counterparty (i.e., the issuing bank or broker-dealer) to perform in accordance with the terms of the agreement, inability to transfer or liquidate the notes, potential delays or an inability to redeem the notes before maturity under certain market conditions, and limited legal recourse against the issuer of the underlying common stock.

4. FINANCIAL DERIVATIVE INSTRUMENTS

Foreign Currency Contracts — The Funds may enter into foreign currency contracts to settle planned purchases or sales of securities or to protect against a possible loss resulting from the adverse change in the relationship between the U.S. dollar and a foreign currency involved in an underlying transaction. Foreign currency contracts are agreements between two parties to buy and sell a currency at a set price on a future date. The market value of a foreign currency contract fluctuates with changes in currency exchange rates. Foreign currency contracts are marked-to-market daily and the change in market value is recorded by a fund as unrealized appreciation or depreciation. When a foreign currency contract is closed, the fund records a realized gain or loss equal to the difference between the value at the time it was opened and the value at the time it was closed. These contracts may involve market risk in excess of the unrealized gain or loss reflected in the Schedule of Investments. In addition, a fund could be exposed to credit risk if a counterparty is unable or unwilling to meet the terms of the contracts or if the value of the currency changes unfavorably. In connection with these contracts, the Funds may segregate cash and/or securities in a sufficient amount as collateral in accordance with the terms of the respective contracts.

Options Transactions — The Equity Funds and the Income Fund may buy and sell put and call options and write covered put and call options, including over-the-counter options, on portfolio securities where the completion of the obligation is dependent upon the credit standing of another party. Options are a type of derivative financial instrument. The Funds may invest in derivative financial instruments, including options, in order to manage risk or gain exposure to various other investments or markets. The risk in writing a call option is that a fund gives up the opportunity for profit if the market price of the security increases. The risk in writing a put option is that a fund may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that a fund pays a premium whether or not the option is exercised. A fund also has the additional risk of not being able to enter into a closing transaction if a liquid secondary market does not exist. Possible losses from uncovered written options may be unlimited. Option contracts are valued daily and unrealized appreciation or depreciation is recorded. A fund will realize a gain or loss upon expiration or closing of the option transaction. When an option is exercised, the proceeds on sales for a written call option, the purchase cost for a written put option, or

120


		*SEPTEMBER 30, 2014*

the cost of a security for a purchased put or call option is adjusted by the amount of premium received or paid. The Funds designate collateral consisting of cash, U.S. government securities or other liquid assets sufficient to collateralize the market value of written options. Refer to Note 15 (Offsetting) for more information about the offsetting of assets and liabilities.

Options written activity during the year ended September 30, 2014 was as follows:


	Options Outstanding at 9/30/2013		Written		Closed			Exercised			Expired			Options Outstanding at 9/30/2014
Long/Short Fund
Premium amount	$	6,528,848	$	10,649,611	$	(9,715,952	)	$	(3,760,600	)	$	(1,647,436	)	$	2,054,471
Number of contracts		8,031		27,968		(8,828	)		(13,464	)		(8,641	)		5,066
Micro Cap Value Fund
Premium amount	$	61,910	$	2,381,362	$	(839,929	)	$	(664,295	)	$	(732,212	)	$	206,836
Number of contracts		150		11,617		(3,265	)		(4,350	)		(3,322	)		830

5. DISTRIBUTIONS

Dividends from net investment income and net realized gains, if any, are declared and paid at least annually for all Funds, except for dividends from net investment income in four funds. The Income Fund declares and pays dividends monthly. The Large Cap Value, Strategic Income and U.S. Treasury Funds declare and pay dividends quarterly. The amount of dividends and distributions from net investment income and net realized gains are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. The Funds may utilize earnings and profits distributed to shareholders on redemption of shares as part of the dividends paid deduction (tax equalization).

To the extent these book and tax differences are permanent in nature, such amounts are reclassified at the end of the fiscal year among additional paid-in capital, undistributed net investment income (loss), and undistributed net realized gain (loss) on investments, options and foreign currency translations.

Accordingly, at September 30, 2014, reclassifications were recorded as follows:


	Core Growth Fund			Emerging India Fund			Emerging Markets Select Fund			Emerging Markets Small Cap Fund			Frontier Emerging Small Countries Fund
Increase (decrease) paid-in capital in excess of par	$	(4,167,088	)	$	—		$	—		$	2,110,375		$	45
Increase (decrease) undistributed net investment income		4,337,924			7,518			57,362			3,956,082			(2,286,472	)
Increase (decrease) undistributed net realized gain (loss)		(170,836	)		(7,518	)		(57,362	)		(6,066,457	)		2,286,427

	Global Opportunities Fund			Heritage Growth Fund			International Growth Fund			International Opportunities Fund			Large Cap Value Fund
Increase (decrease) paid-in capital in excess of par	$	(1,449,981	)	$	(166,029	)	$	(3,816,041	)	$	(39,112	)	$	51,885,306
Increase (decrease) undistributed net investment income		1,962,340			873,996			(1,831,473	)		1,406,127			162,360
Increase (decrease) undistributed net realized gain (loss)		(512,359	)		(707,967	)		5,647,514			(1,367,015	)		(52,047,666	)

	Long/Short Fund			Micro Cap Fund			Micro Cap Value Fund			Small Cap Growth Fund			Small Cap Value Fund
Decrease paid-in capital in excess of par	$	(1	)	$	(4,572,813	)	$	—		$	(4,118,690	)	$	(1,190,373	)
Increase (decrease) undistributed net investment income		(8,301,880	)		4,567,033			1,673,015			2,569,645			1,191,431
Increase (decrease) undistributed net realized gain (loss)		8,301,881			5,780			(1,673,015	)		2,679,215			(1,058	)

	Strategic Income Fund			Ultra Growth Fund			World Innovators Fund			Income Fund			U.S. Treasury Fund
Increase (decrease) paid-in capital in excess of par	$	—		$	3,898,469		$	(2,706,501	)	$	(1	)	$	(6,252	)
Increase (decrease) undistributed net investment income		328,593			(1,074,351	)		2,628,471			(20,631	)		6,252
Increase (decrease) undistributed net realized gain (loss)		(328,593	)		(1,784,102	)		168,189			20,632

121


WASATCH FUNDS — Notes to Financial Statements *(continued)*

6. PURCHASESAND SALESOF SECURITIES

Cost of investment securities purchased and proceeds from sales of investment securities, excluding U.S. government and short-term securities for the year ended September 30, 2014 are summarized below:


	Core Growth Fund		Emerging India Fund		Emerging Markets Select Fund		Emerging Markets Small Cap Fund		Frontier Emerging Small Countries Fund		Global Opportunities Fund		Heritage Growth Fund
Purchases	$	243,715,770	$	19,024,922	$	36,394,659	$	893,891,404	$	690,180,808	$	88,109,826	$	17,527,965
Sales		245,585,794		2,834,499		35,194,305		1,278,256,851		232,353,085		124,027,077		31,272,691

	International Growth Fund		International Opportunities Fund		Large Cap Value Fund		Long/Short Fund		Micro Cap Fund		Micro Cap Value Fund		Small Cap Growth Fund
Purchases	$	798,432,006	$	142,467,901	$	318,127,823	$	1,267,943,237	$	82,527,734	$	116,859,861	$	542,844,490
Sales		625,085,659		118,243,265		759,675,616		1,022,664,522		111,835,057		130,776,444		699,745,669

	Small Cap Value Fund		Strategic Income Fund		Ultra Growth Fund		World Innovators Fund		Income Fund
Purchases	$	175,202,083	$	68,149,752	$	49,182,482	$	304,707,367	$	5,973,895
Sales		117,847,547		49,772,133		105,613,866		310,090,263		9,447,031

Purchases and sales of U.S. government securities in the Income Fund were $9,626,281 and $19,400,919, respectively. Purchases and sales of U.S. government securities in the U.S. Treasury Fund were $62,834,941 and $55,855,189, respectively.

7. FEDERAL INCOME TAX INFORMATION

It is each Fund’s policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all taxable income to shareholders. The Funds are no longer subject to examination by tax authorities for years prior to 2011. At this time, management believes there are no uncertain tax positions which, based on their technical merit, would not be sustained upon examination and for which it is reasonably possible that the total of amounts of unrecognized tax benefits will significantly change in the next 12 months. Accordingly, no provision for federal income or excise taxes has been made.

As of September 30, 2014 the cost and unrealized appreciation (depreciation) of securities on a tax basis were as follows:


	Core Growth Fund			Emerging India Fund			Emerging Markets Select Fund			Emerging Markets Small Cap Fund			Frontier Emerging Small Countries Fund			Global Opportunities Fund			Heritage Growth Fund
Cost	$	600,841,008		$	34,569,654		$	54,136,520		$	1,235,597,115		$	1,174,972,722		$	148,708,852		$	76,197,743

Gross appreciation	$	343,494,970		$	9,430,428		$	6,621,993		$	253,555,340		$	205,642,981		$	47,799,173		$	45,594,282
Gross (depreciation)		(33,887,886	)		(245,589	)		(2,437,285	)		(66,697,175	)		(63,366,601	)		(3,902,868	)		(2,404,263	)

Net appreciation	$	309,607,084		$	9,184,839		$	4,184,708		$	186,858,165		$	142,276,380		$	43,896,305		$	43,190,019


	International Growth Fund			International Opportunities Fund			Large Cap Value Fund			Long/Short Fund			Micro Cap Fund			Micro Cap Value Fund			Small Cap Growth Fund
Cost	$	1,223,221,371		$	274,796,783		$	362,761,168		$	2,112,819,859		$	195,297,401		$	127,698,074		$	1,475,416,309

Gross appreciation	$	224,755,206		$	73,209,082		$	61,863,678		$	368,154,833		$	113,778,618		$	34,712,690		$	843,456,515
Gross (depreciation)		(55,481,430	)		(11,641,000	)		(7,555,021	)		(88,301,292	)		(13,403,887	)		(4,907,076	)		(94,880,774	)

Net appreciation	$	169,273,776		$	61,568,082		$	54,308,657		$	279,853,541		$	100,374,731		$	29,805,614		$	748,575,741

122


		*SEPTEMBER 30, 2014*


	Small Cap Value Fund			Strategic Income Fund			Ultra Growth Fund			World Innovators Fund			Income Fund			U.S. Treasury Fund
Cost	$	233,693,902		$	79,794,428		$	84,683,720		$	227,606,147		$	115,197,838		$	200,072,842

Gross appreciation	$	53,824,983		$	12,249,523		$	29,532,241		$	40,396,660		$	1,705,686		$	24,609,106
Gross (depreciation)		(7,867,796	)		(1,117,752	)		(11,810,465	)		(9,993,691	)		(780,683	)		(762,137	)

Net appreciation	$	45,957,187		$	11,131,771		$	17,721,776		$	30,402,969		$	925,003		$	23,846,969

The difference between book-basis and tax-basis unrealized gains is primarily attributable to the tax deferral of losses on wash sales, unrealized appreciation on passive foreign investment companies and other temporary tax adjustments.

The components of accumulated earnings on a tax basis as of September 30, 2014 were as follows:


	Core Growth Fund			Emerging India Fund			Emerging Markets Select Fund			Emerging Markets Small Cap Fund			Frontier Emerging Small Countries Fund
Undistributed ordinary income	$	—		$	29,423		$	237,895		$	1,814,426		$	11,253,657
Undistributed capital gains		24,139,647			—			—			—			11,628,159

Accumulated earnings		24,139,647			29,423			237,895			1,814,426			22,881,816
Accumulated capital and other losses		(3,495,422	)		(698,466	)		(2,430,234	)		(9,930,904	)		—
Other undistributed ordinary losses		—			(69,959	)		(82,612	)		—			(65,150	)
Net unrealized appreciation*		309,602,856			9,179,654			4,022,146			182,794,516			134,965,728

Total accumulated earnings	$	330,247,081		$	8,440,652		$	1,747,195		$	174,678,038		$	157,782,394


	Global Opportunities Fund			Heritage Growth Fund			International Growth Fund			International Opportunities Fund			Large Cap Value Fund
Undistributed ordinary income	$	—		$	—		$	—		$	—		$	5,094,438
Undistributed capital gains		25,243,699			4,859,068			7,932,088			32,549,873			87,278,702

Accumulated earnings		25,243,699			4,859,068			7,932,088			32,549,873			92,373,140
Accumulated capital and other losses		—			—			—			—			—
Other undistributed ordinary losses		(7,848	)		—			—			(12,224	)		(22,352	)
Net unrealized appreciation*		43,460,186			43,190,019			168,320,546			61,120,455			54,307,453

Total accumulated earnings	$	68,696,037		$	48,049,087		$	176,252,634		$	93,658,104		$	146,658,241


	Long/Short Fund			Micro Cap Fund			Micro Cap Value Fund			Small Cap Growth Fund			Small Cap Value Fund
Undistributed ordinary income	$	20,875,562		$	—		$	—		$	—		$	—
Undistributed capital gains		126,010,349			11,955,098			18,886,349			178,641,652			—

Accumulated earnings		146,885,911			11,955,098			18,886,349			178,641,652			—
Accumulated capital and other losses		—			(4,090,280	)		(680,747	)		(14,605,038	)		(41,450,988	)
Other undistributed ordinary losses		(79,216	)		—			—			—			—
Net unrealized appreciation*		279,853,541			99,903,494			29,760,463			748,570,589			45,836,461

Total accumulated earnings	$	426,660,236		$	107,768,312		$	47,966,065		$	912,607,203		$	4,385,473


	Strategic Income Fund			Ultra Growth Fund			World Innovators Fund			Income Fund			U.S. Treasury Fund
Undistributed ordinary income	$	—		$	—		$	—		$	12,372		$	77,591
Undistributed capital gains		5,830,283			27,666,283			23,823,610			—			—

Accumulated earnings		5,830,283			27,666,283			23,823,610			12,372			77,591
Accumulated capital and other losses		—			(1,445,037	)		(1,851,894	)		(403,682	)		(11,690,902	)
Other undistributed ordinary losses		(13,158	)		—			—			(2,689	)		(55,520	)
Net unrealized appreciation*		11,131,276			17,721,253			30,389,907			925,003			23,846,969

Total accumulated earnings	$	16,948,401		$	43,942,499		$	52,361,623		$	531,004		$	12,178,138

*	On investments, securities sold short, derivatives and foreign currency denominated assets and liabilities.

123


WASATCH FUNDS — Notes to Financial Statements *(continued)*

Capital loss carryforwards are available through the date specified below to offset future realized net capital gains for federal income tax purposes. Future capital loss carryover utilization in any given year may be subject to Internal Revenue Code limitations. To the extent future gains are offset by capital loss carryforwards, such gains will not be distributed.

On December 22, 2010, The Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was signed by the President of the United States of America. Under the Modernization Act, a Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Post-enactment losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused.

Capital loss carryforwards as of September 30, 2014 are as follows:


							Non-Expiring
Fund	2016		2017		2018		Short Term		Long Term
Emerging India Fund		—		—		—	$	698,466	$	—
Emerging Markets Select Fund		—		—		—		2,430,234		—
Small Cap Value Fund		—		—		40,431,423		—		—
Income Fund		348,589		—		—		—		—
U.S. Treasury Fund		—		—		—	$	10,028,544	$	1,662,358

The Funds have elected to defer losses incurred from November 1, 2013 through September 30, 2014 in accordance with federal income tax rules. These losses are treated as having arisen on the first day of the following fiscal year. The Funds have elected to defer losses as follows:


Fund	Post-October Capital Losses		Late-Year Ordinary Losses
Core Growth Fund	$	—	$	3,495,422
Emerging Markets Small Cap Fund		9,930,904		—
Micro Cap Fund		—		4,090,280
Micro Cap Value Fund		—		680,747
Small Cap Growth Fund		—		14,605,038
Small Cap Value Fund		—		1,019,565
Ultra Growth Fund		—		1,445,037
World Innovators Fund		—		1,851,894
Income Fund		55,093		—

During the tax year ended September 30, 2014, the Funds used capital loss carryforwards in the following amounts:


Fund	Amount Used
Emerging India Fund	$	215,221
Frontier Emerging Small Countries Fund		1,786,407
Micro Cap Fund		24,405,083
Small Cap Value Fund		26,134,332
Income Fund		119,324

The tax character of distributions paid during the year ended September 30, 2014 was as follows:


2014	Core Growth Fund		Emerging India Fund		Emerging Markets Select Fund		Emerging Markets Small Cap Fund		Frontier Emerging Small Countries Fund
Ordinary income	$	—	$	—	$	86,248	$	—	$	1,526,061
Capital gain		13,739,267		—		—		38,681,425		—

Total	$	13,739,267	$	—	$	86,248	$	38,681,425	$	1,526,061

124


		*SEPTEMBER 30, 2014*


2014	Global Opportunities Fund		Heritage Growth Fund		International Growth Fund		��	International Opportunities Fund		Large Cap Value Fund
Ordinary income	$	—	$	136,866	$	—		$	—	$	11,919,583
Capital gain		23,550,252		2,918,976		35,584,097			18,321,459		221,028,939

Total	$	23,550,252	$	3,055,842	$	35,584,097		$	18,321,459	$	232,948,522


2014	Long/Short Fund		Micro Cap Fund		Micro Cap Value Fund			Small Cap Growth Fund		Small Cap Value Fund
Ordinary income	$	14,828,654	$	—	$	3,014,418		$	12,739,948	$	—
Capital gain		39,911,334		—		25,279,419			69,484,983		—

Total	$	54,739,988	$	—	$	28,293,837		$	82,224,931	$	—


2014	Strategic Income Fund		Ultra Growth Fund		World Innovators Fund			Income Fund		U.S. Treasury Fund
Ordinary income	$	2,280,004	$	—	$	—		$	2,049,307	$	5,436,357
Capital gain		1,019,765		10,009,711		14,888,675			—		—

Total	$	3,299,769	$	10,009,711	$	14,888,675		$	2,049,307	$	5,436,357

The tax character of distributions paid during the year ended September 30, 2013 was as follows:


2013	Core Growth Fund		Emerging India Fund		Emerging Markets Select Fund		Emerging Markets Small Cap Fund		Frontier Emerging Small Countries Fund
Ordinary income	$	—	$	—	$	—	$	7,553,551	$	198,818
Capital gain		—		—		—		—		—

Total	$	—	$	—	$	—	$	7,553,551	$	198,818


2013	Global Opportunities Fund		Heritage Growth Fund		International Growth Fund		International Opportunities Fund		Large Cap Value Fund
Ordinary income	$	—	$	128,220	$	2,056,223	$	—	$	14,785,164
Capital gain		17,635,551		4,533,509		—		—		10,882,197

Total	$	17,635,551	$	4,661,729	$	2,056,223	$	—	$	25,667,361


2013	Long/Short Fund		Micro Cap Fund		Micro Cap Value Fund		Small Cap Growth Fund		Small Cap Value Fund
Ordinary income	$	—	$	—	$	—	$	—	$	—
Capital gain		3,814,719		—		12,598,831		120,513,937		—

Total	$	3,814,719	$	—	$	12,598,831	$	120,513,937	$	—


2013	Strategic Income Fund		Ultra Growth Fund		World Innovators Fund		Income Fund		U.S. Treasury Fund
Ordinary income	$	1,250,372	$	—	$	—	$	2,251,846	$	6,003,335
Capital gain		533,103		18,153,849		—		—		5,092,088

Total	$	1,783,475	$	18,153,849	$	—	$	2,251,846	$	11,095,423

The tax character of distributions paid may differ from that shown in the Statements of Changes in Net Assets due to short-term gains being treated as ordinary income for tax purposes.

125


WASATCH FUNDS — Notes to Financial Statements *(continued)*

8. RELATED PARTY TRANSACTIONS

Investment Advisory Fees, Expense Limitations — As the Funds’ investment advisor, the Advisor receives a monthly fee calculated on average daily net assets. The Advisor has contractually agreed to waive its fees and/or reimburse certain Funds should a Fund’s operating expenses exceed a specified annual limitation through at least January 31, 2016. If operating expenses are less than the specified expense limit for the Fund, the Advisor shall be entitled to reimbursement of the fees waived or reduced to the extent that the operating expenses and the amounts reimbursed do not exceed such expense limit for the Fund, under the period of the agreement currently through January 31, 2016. Such reimbursement shall be paid only while the expense limitation agreement is in effect and only if such amount paid, together with all other amounts reimbursed under this agreement in the fiscal year, do not cause the Fund to exceed the expense limitation. All amounts not recovered at the end of the period expire on January 31, 2016. Ordinary operating expenses exclude any interest, dividend expense on short sales/interest expense, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Funds’ business. The costs of the Proxy Statement related to the identification and shareholder approval of Trustee Nominees were treated as extraordinary expenses in the 2010 fiscal year. The impact of these payments is reflected in the net expense ratios in the Financial Highlights. In late October 2013, it was discovered that the Long/Short Fund and Large Cap Value Fund had a 12b-1 receivable on the books which dated back to 2008 prior to the conversion of the 1st Source Funds to Wasatch Funds. It was determined that the amount should be written off as an extraordinary expense and posted to other expenses. The balance for the Large Cap Value Fund was $70,993 and the Long/Short Fund was $8,622. The impact of these write-offs is reflected on the Statements of Operations and in the Financial Highlights. Investment advisory fees and fees waived, if any, for the year ended September 30, 2014 are disclosed in the Statements of Operations. Investment advisory fee and expense limitation annual rates are shown below.


Fund	Advisory Fee			Expense Limitation Investor Class			Expense Limitation Institutional Class			Contractual Expense Limitation/ Reimbursement Recoverable Expiration Date		Reimbursement Recoverable
Core Growth Fund		1.00	%		1.50	%		1.12	%		1/31/2016	$	19,950
Emerging India Fund		1.50	%		1.95	%		N/A			1/31/2016		103,328
Emerging Markets Select Fund		1.25	%		1.69	%		1.50	%		1/31/2016		96,321
Emerging Markets Small Cap Fund		1.75	%		1.95	%		N/A			1/31/2016		2,540,033
Frontier Emerging Small Countries Fund		1.75	%		2.25	%		N/A			1/31/2016		19,996
Global Opportunities Fund		1.50	%		1.95	%		N/A			1/31/2016		—
Heritage Growth Fund		0.70	%		0.95	%		N/A			1/31/2016		—
International Growth Fund		1.25	%		1.75	%		N/A			1/31/2016		—
International Opportunities Fund		1.95	%		2.25	%		N/A			1/31/2016		395,783
Large Cap Value Fund		0.90	%		1.10	%		0.98	%		1/31/2016		18,153
Long/Short Fund		1.10	%		N/A			1.17	%		1/31/2016		—
Micro Cap Fund		1.75	%¹		1.95	%¹		N/A			1/31/2016		—
Micro Cap Value Fund		1.75	%¹		1.95	%¹		N/A			1/31/2016		96,356
Small Cap Growth Fund		1.00	%		1.50	%		N/A			1/31/2016		—
Small Cap Value Fund		1.00	%		1.50	%		1.15	%		1/31/2016		18,463
Strategic Income Fund		0.70	%		0.95	%		N/A			1/31/2016		10,028
Ultra Growth Fund		1.00	%		1.50	%		N/A			1/31/2016		—
World Innovators Fund		1.50	%		1.95	%		N/A			1/31/2016		—
Income Fund		0.55	%		N/A			N/A			N/A		N/A
U.S. Treasury Fund		0.50	%		0.75	%		N/A			1/31/2016		—

¹	Prior to January 31, 2014, the advisory fee and expense limitation was 1.95% and 2.25%, respectively.

Affiliated Trades — Certain Funds are permitted to purchase or sell securities from or to certain related affiliated funds under specified conditions outlined in the procedures adopted by the Board of Trustees (the “Board”). The procedures have been designed to ensure that any purchase or sale of securities by the Funds from or to another fund (or funds) that are, or could be, considered an affiliate by virtue of having a common investment advisor (or affiliated investment advisors), common Trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further each transaction is effected at the current market price, as that term is defined under the procedures. During the year ended September 30, 2014, the Funds had no purchases or sales of securities pursuant to Rule 17a-7 of the 1940 Act.

Institutional Class Legal Fees — As disclosed in the annual report dated September 30, 2011, the Board approved a multi-class plan pursuant to which the Board has established and designated two classes for each series known as Investor Class shares and Institutional Class shares. The Advisor paid the legal costs associated with the establishment and designation of the new share classes for existing funds.

Payments by Advisor — During the 2012 fiscal year the Advisor discovered a trade allocation error involving several of the Wasatch Funds. In August 2012, the Advisor reimbursed the Global Opportunities Fund $1,167, the Micro Cap Fund $1,074, the Micro Cap Value Fund $1,282, the Small Cap Growth Fund $46,199, the Ultra Growth Fund $940 and the World Innovators Fund $437 as reimbursement for the error plus interest.

126


		*SEPTEMBER 30, 2014*

During the 2013 and 2014 fiscal years, the Advisor paid certain audit, legal and/or printing fees in the Core Growth, Emerging Markets Small Cap, Large Cap Value, Long/Short Institutional Class, Small Cap Growth, Small Cap Value, Strategic Income and World Innovators Funds. The Advisor does not intend to be reimbursed for these amounts.

On February 20, 2013, the Advisor discovered a trade error involving the Frontier Emerging Small Countries Fund. The Advisor reimbursed the Fund $4,421.

The impact of the payments detailed above is reflected in the net expense ratios in the Financial Highlights.

10% Shareholders — As of September 30, 2014, the Funds had individual shareholder accounts and/or omnibus shareholder accounts (comprised of a group of individual shareholders), which individually amounted to more than 10% of the total shares outstanding of the Fund as detailed below:


	Number of Accounts		% of Shares Outstanding
Core Growth Fund		2		57.71	%
Emerging India Fund		2		62.91	%
Emerging Markets Select Fund		2		83.89	%
Emerging Markets Small Cap Fund		2		55.03	%
Frontier Emerging Small Countries Fund		2		72.41	%
Global Opportunities Fund		2		65.52	%
Heritage Growth Fund		2		45.69	%
International Growth Fund		2		52.31	%
International Opportunities Fund		1		55.27	%
Large Cap Value Fund		2		73.57	%
Long/Short Fund		2		75.50	%
Micro Cap Fund		2		27.39	%
Micro Cap Value Fund		2		47.72	%
Small Cap Growth Fund		2		51.61	%
Small Cap Value Fund		2		42.51	%
Strategic Income Fund		3		60.80	%
Ultra Growth Fund		2		28.88	%
World Innovators Fund		2		42.22	%
Income Fund		2		81.02	%
U.S. Treasury Fund		3		62.80	%

Affiliated Interests — As of September 30, 2014, Wasatch Advisors, Inc. and its affiliates, and the retirement plans of Wasatch Advisors, Inc. and its affiliates, held shares of the Funds which may be redeemed at any time as detailed below:


	Number of Accounts*		% of Shares Outstanding
Core Growth Fund		16		0.45	%
Emerging India Fund		15		19.41	%
Emerging Markets Select Fund		14		8.48	%
Emerging Markets Small Cap Fund		19		0.49	%
Frontier Emerging Small Countries Fund		26		0.61	%
Global Opportunities Fund		22		1.97	%
Heritage Growth Fund		9		3.60	%
International Growth Fund		13		0.41	%
International Opportunities Fund		23		2.88	%
Large Cap Value Fund		13		0.31	%
Long/Short Fund		12		0.19	%
Micro Cap Fund		11		0.81	%
Micro Cap Value Fund		14		2.07	%
Small Cap Growth Fund		20		1.43	%
Small Cap Value Fund		8		1.47	%
Strategic Income Fund		7		17.21	%
Ultra Growth Fund		8		1.83	%
World Innovators Fund		8		1.49	%
Income Fund		2		0.01	%
U.S. Treasury Fund		5		0.72	%

*	Multiple accounts with the same beneficial owner are treated as one account

Payments by Former Service Provider — BISYS Fund Services, Inc. (“BISYS”) is a former service provider to the Large Cap Value Fund, Long/Short Fund and Income Fund. In August 2010, these funds received a one-time payment from the BISYS Fair Fund (a fund established pursuant to a settlement between the SEC and BISYS that requires, among other things, a distribution of settlement monies from the Fair Fund to benefit affected mutual funds). The impact of these payments is reflected in the net expense ratios in the Financial Highlights.

127


WASATCH FUNDS — Notes to Financial Statements *(continued)*

9. TRANSACTIONSWITH AFFILIATES

If a Fund’s holding represents ownership of 5% or more of the voting securities of a company, the company is deemed to be an affiliate as defined by the 1940 Act. The following Funds conducted transactions during the year ended September 30, 2014 with an “affiliated company” as so defined:


	Share Activity								Dividends Credited to Income for the period ended 9/30/14		Gain (Loss) Realized on Sale of Shares for the period ended 9/30/14
	Balance 9/30/13		Purchases/ Additions		Sales/ Reductions		Balance 9/30/14		Dividends Credited to Income for the period ended 9/30/14
Emerging Markets Small Cap Fund
KONA I Co. Ltd.*		584,258		11,367		135,545		460,080	$	86,458	$	(167,779	)


International Growth Fund
Diligent Board Member Services, Inc.		4,104,359		575,000		—		4,679,359	$	—	$	—


Long/Short Fund
Bill Barrett Corp.		2,304,957		1,872,802		334,500		3,843,259	$	—	$	1,748,617
Silicon Graphics International Corp.**		2,330,509		490,429		—		2,820,938		—		—
Swift Energy Co.*		1,706,994		1,486,230		1,577,256		1,615,968		—		(3,665,854	)


Micro Cap Fund
Goldwater Bank, N.A.		154,000		—		—		154,000	$	—	$	—


Small Cap Growth Fund
Blue Nile, Inc.		999,639		—		213,048		786,591	$	—	$	(4,868,353	)
Cempra, Inc.		1,560,471		191,957		—		1,752,428		—		—
Chefs’ Warehouse, Inc. (The)		745,076		678,419		—		1,423,495		—		—
Echo Global Logistics, Inc.		—		1,383,181		—		1,383,181		—		—
IPC The Hospitalist Co., Inc.		678,732		351,287		—		1,030,019		—		—
Knight Transportation, Inc.		4,792,398		137,370		145,586		4,784,182		1,170,736		727,814
SciQuest, Inc.		899,468		716,486		—		1,615,954		—		—
Zooplus AG*		308,302		—		124,445		183,857		—		(969,182	)

*	This security was deemed to no longer meet the criteria of an affiliated company at the reporting date.

**	On March 5, 2014, a Schedule 13D was filed for Silicon Graphics International Corp. (“the Company”) on behalf of the Advisor and the Wasatch Long/Short Fund, including the portfolio managers Michael L. Shinnick and Ralph C. Shive (“Reporting Persons”).

10. RESTRICTED SECURITIES

The Funds may own investments that were purchased through private placement transactions or under Rule 144A of the Securities Act of 1933 (the “Securities Act”) and cannot be sold without prior registration under the Securities Act or may be limited due to certain restrictions. These securities are generally deemed to be illiquid and are valued at fair value as determined by a designated Pricing Committee of the Advisor (“Pricing Committee”), comprised of personnel of the Advisor, with oversight by the Board of Trustees and in accordance with Board-approved Pricing Policies and Procedures. If and when such securities are registered, the costs of registering such securities are paid by the issuer. At September 30, 2014 the Funds held the following restricted securities:


	Security Type	Acquisition Date	Cost		Fair Value		Value as % of Net Assets
Micro Cap Fund
Goldwater Bank, N.A.	Common Stock	2/28/07	$	1,540,000	$	32,340		0.01	%


Micro Cap Value Fund
Acetylon Pharmaceuticals, Inc., Series B	Preferred Stock	2/3/11 - 5/25/12	$	499,999	$	1,366,314		0.86	%
Goldwater Bank, N.A.	Common Stock	2/28/07		419,000		8,799		0.01	%
Idaho Trust Bancorp	Common Stock	8/30/06		500,004		206,668		0.13	%
Northstar Healthcare, Inc.	Common Stock—PIPE	9/25/14		1,083,528		971,041		0.61	%
Northstar Healthcare, Inc.	Warrants	9/25/14		—		4,150		0.00	%

			$	2,502,531	$	2,556,972		1.61	%

128


		*SEPTEMBER 30, 2014*


	Security Type	Acquisition Date	Cost		Fair Value		Value as % of Net Assets
Small Cap Growth Fund
DataStax, Inc., Series E	Preferred Stock	8/12/14	$	8,000,002	$	8,000,002		0.36	%
DocuSign, Inc., Series B	Preferred Stock	3/3/14		437,256		437,256		0.02	%
DocuSign, Inc., Series B-1	Preferred Stock	3/3/14		130,983		130,983		0.01	%
DocuSign, Inc., Series D	Preferred Stock	3/3/14		313,930		313,930		0.01	%
DocuSign, Inc., Series E	Preferred Stock	3/3/14		8,117,819		8,117,819		0.37	%
Drilling Info Holdings, Inc., Series B	Preferred Stock	9/5/13		15,350,001		15,350,001		0.69	%
Greenspring Global Partners II-B, L.P.	LP Interest	10/10/03 - 7/21/14		3,297,078		3,166,752		0.14	%
Greenspring Global Partners III-B, L.P.	LP Interest	3/16/06 - 7/21/14		1,337,617		1,348,923		0.06	%
Nanosys, Inc., Series D	Preferred Stock	11/8/05		2,000,000		366,848		0.02	%
Nanosys, Inc., Series E	Preferred Stock	8/13/10		184,939		183,211		0.01	%

			$	39,169,625	$	37,415,725		1.69	%


Strategic Income Fund
Redcorp Ventures Ltd., 13.00%, 7/11/12, Series D	Corporate Bonds	7/5/07 - 8/19/14	$	152,583	$	1,125		0.00	%
Star Asia Financial Ltd.	Common Stock	2/22/07 - 3/19/10		305,812		231,214		0.24	%

			$	458,395	$	232,339		0.24	%


Ultra Growth Fund
Data Sciences International, Inc., Series B	Preferred Stock	1/20/06	$	475,001	$	729,027		0.71	%
Drilling Info Holdings, Inc., Series B	Preferred Stock	9/5/13		1,150,001		1,150,001		1.12	%
Greenspring Global Partners II-B, L.P.	LP Interest	10/10/03 - 7/21/14		2,967,366		2,850,066		2.77	%
Greenspring Global Partners III-B, L.P.	LP Interest	3/16/06 - 7/21/14		1,337,617		1,348,923		1.31	%
Nanosys, Inc., Series D	Preferred Stock	11/8/05		500,001		91,712		0.09	%
Nanosys, Inc., Series E	Preferred Stock	8/13/10		46,235		45,803		0.05	%
TherOx, Inc., Series I	Preferred Stock	7/7/05		1,000,000		2,439		0.00	%
Xtera Communications, Inc.	Common Stock	9/3/03		99,065		914		0.00	%

			$	7,575,286	$	6,218,885		6.05	%


World Innovators Fund
Greenspring Global Partners II-B, L.P.	LP Interest	10/10/03 - 7/21/14	$	329,706	$	316,673		0.13	%
Xtera Communications, Inc.	Common Stock	9/3/03		7,076		65		0.00	%

			$	336,782	$	316,738		0.13	%

11. PURCHASE COMMITMENTS

In September 2003, the Small Cap Growth, Ultra Growth and World Innovators Funds entered into subscription agreements to acquire limited partnership interests in Greenspring Global Partners II-B, L.P. The remaining commitment amounts at September 30, 2014 were $150,000, $135,000 and $15,000, respectively.

In December 2005, the Small Cap Growth and Ultra Growth Funds entered into subscription agreements to acquire limited partnership interests in Greenspring Global Partners III-B, L.P. The remaining commitment amounts at September 30, 2014 were $75,000 per Fund.

Securities held by the Funds have been designated to meet these purchase commitments as indicated in the Schedules of Investments.

12. LINEOF CREDIT

Effective May 23, 2014, the Funds in the Trust renewed and amended agreements for two open lines of credit totaling $300,000,000, one of which is $100,000,000 uncommitted, and the other of which is $200,000,000 committed, with State Street Bank and Trust Company (together, the “Line”). The agreements, as amended, increased the amounts available on the Line from the prior total of $75,000,000, with $25,000,000 uncommitted and $50,000,000 committed. The Funds incur commitment fees on the undrawn portion of the committed part of the Line, and interest expense to the extent of amounts drawn (borrowed) under the entire Line. Interest is based on the higher of (a) the Federal Funds rate as in effect on the date of borrowing, plus a margin, or (b) the overnight London Interbank Offered Rate (LIBOR) as in effect on the date of borrowing, plus a margin. Commitment fees are pro-rated among the Funds based upon relative average net assets. Interest expense is charged directly to a Fund based upon actual amounts borrowed by that Fund.

129


WASATCH FUNDS — Notes to Financial Statements *(continued)*

For the year ended September 30, 2014, the following Funds had borrowings:


	Average Daily Borrowings		Number of Days Outstanding		Interest Expense		Weighted Average Annualized Interest Rate			Balance at 9/30/14
Core Growth Fund	$	1,098,806		2		82		1.35	%	$	—
Emerging India Fund		140,131		37		158		1.10	%		—
Emerging Markets Select Fund		1,517,448		30		1,652		1.31	%		—
Emerging Markets Small Cap Fund		5,818,951		37		7,151		1.20	%		—
Frontier Emerging Small Countries Fund		4,772,840		12		2,124		1.34	%		—
Global Opportunities Fund		1,471,316		63		3,004		1.17	%		—
International Growth Fund		8,323,781		9		2,807		1.35	%		3,821,399
International Opportunities Fund		1,270,252		2		95		1.35	%		—
Large Cap Value Fund		6,883,222		28		5,914		1.10	%		—
Small Cap Growth Fund		7,080,826		45		11,699		1.32	%		—
Ultra Growth Fund		2,745,437		12		998		1.09	%		—
World Innovators Fund		565,936		4		85		1.35	%		—
Income Fund		225,344		26		210		1.29	%		—

13. PRINCIPAL RISKS

Market and Credit Risk — In the normal course of business the Funds trade financial instruments and enter into financial transactions where risk of loss exists due to changes in the market (market risk) or failure of the other party to a transaction to perform (credit risk). Similar to credit risk, the Funds may be exposed to counterparty risk, or the risk that an institution or other entity with which the Funds have unsettled or open transactions will default. The potential loss could exceed the value of the financial assets recorded in the financial statements. Financial assets, which potentially expose the Funds to credit risk, consist principally of cash due from counterparties and investments. The extent of the Funds’ exposure to credit and counterparty risks with respect to these financial assets approximates their carrying value as recorded in the Funds’ Statements of Assets and Liabilities.

Non-Diversification Risk — A non-diversified fund can invest a larger portion of its assets in the stocks of a limited number of companies than a diversified fund, which means it may have more exposure to the price movements of a single security or small group of securities than funds that diversify their investments among many companies. The Emerging Markets Select and Frontier Emerging Small Countries Funds are non-diversified.

Inflation Risk — Inflation risk is the possibility that inflation will reduce the purchasing power of a currency, and subsequently reduce the value of a security or asset, and may result in rising interest rates. Inflation is the overall upward price movement of goods and services in an economy that causes the value of a currency to decline.

Interest Rate Risk — Interest rate risk is the risk that fixed income securities will decline in value because of changes in interest rates. A rise in interest rates typically causes a fall in values. Interest rate risk should be modest for shorter-term securities, moderate for intermediate-term securities and high for longer-term securities. Generally, an increase in the average maturity of a fund will make it more sensitive to interest rate risk. The interest rate is the amount charged, expressed as a percentage of principal, by a lender to a borrower for the use of assets.

Foreign Currency Risk — If a fund invests directly in foreign currencies or in securities that trade in, and receive revenues in, foreign currencies, or in derivatives that provide exposure to foreign currencies, it will be subject to the risk that those currencies will decline in value relative to the U.S. dollar. This also includes the risk associated with higher transaction costs, delayed settlements, currency controls and adverse economic developments related to foreign investments.

Region Risk — The Funds, except the U.S. Treasury Fund, invest in equity and fixed income securities of non-U.S. issuers. Although the Funds maintain diversified investment portfolios, political or economic developments within a particular country or region may have an adverse effect on the ability of domiciled issuers to meet their obligations. These risks are exaggerated for securities of issuers tied economically to emerging and frontier market countries. Additionally, political or economic developments may have an adverse effect on the liquidity and volatility of portfolio securities and currency holdings.

Shareholder Concentration Risk — A significant portion of the net assets of the Frontier Emerging Small Countries Fund and International Opportunities Fund are owned by a group of shareholders advised by a common investment advisor. If this group of shareholders simultaneously redeems on the advice of their investment advisor, Fund expenses may increase and performance may be materially affected. However, the Advisor has contractually agreed to waive its fees and/or reimburse both the Frontier Emerging Small Countries Fund and the International Opportunities Fund should their operating expenses exceed 2.25% through at least January 31, 2016. The Emerging Markets Select Fund also has a significant portion of net assets concentrated in relatively few related accounts. The Advisor has contractually agreed to waive its fees and/or reimburse the Emerging Markets Select Fund should the operating expenses exceed 1.69% for the Investor Class and 1.50% for the Institutional Class through at least January 31, 2016.

130


		*SEPTEMBER 30, 2014*

14. FAIR VALUE MEASUREMENTSAND INVESTMENTS

The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Funds use various methods to measure the fair value of their investments on a recurring basis. U.S. GAAP established a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:

Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.

Level 2 — Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. The inputs may include quoted prices for the identical investment on an inactive market, prices for similar investments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3 — Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether a security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

Equity Securities (common and preferred stock) — Securities are valued as of the close of the New York Stock Exchange (“NYSE”) (generally 4:00 p.m. Eastern Time) on the valuation date. Equity securities and listed warrants are valued using a commercial pricing service at the last quoted sales price taken from the primary market in which each security trades and, with respect to equity securities traded on the National Association of Securities Dealer Automated Quotation system (“NASDAQ”), such securities are valued using the NASDAQ Official Closing Price (“NOCP”) or last sales price if no NOCP is available. If there are no sales on the primary exchange or market on a day, then the security shall be valued at the mean of the last bid and ask price on the primary exchange or market as provided by a pricing service. If the mean cannot be calculated or there is no trade activity on a day, then the security shall be valued at the previous trading day’s price as provided by a pricing service. In some instances, particularly on foreign exchanges, an official close or evaluated price may be used if

the pricing service is unable to provide the last trade or most recent mean price. To the extent that these securities are actively traded and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy. Additionally, a fund’s investments are valued at fair value by the Pricing Committee if the Advisor determines that an event impacting the value of an investment occurred between the closing time of a security’s primary market or exchange (for example, a foreign exchange or market) and the time the fund’s share price is calculated. Significant events include, but are not limited to the following: significant fluctuations in domestic markets, foreign markets or foreign currencies; occurrences not directly tied to the securities markets such as natural disasters, armed conflicts or significant governmental actions; and major announcements affecting a single issuer or an entire market or market sector. In responding to a significant event, the Pricing Committee determines the fair value of affected securities by considering factors including, but not limited to: index options and futures traded subsequent to the close; American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) or other related receipts; currency spot or forward markets that trade after pricing of the foreign exchange; other derivative securities traded after the close such as Standard & Poor’s Depositary Receipts (“SPDRs”) and other exchange-traded funds (“ETFs”); and alternative market quotes on the affected securities. When applicable, the Funds use a systematic fair valuation model provided by an independent third party to assist in adjusting the valuation of foreign securities. When a Fund uses this fair value pricing method, the values assigned to the Fund’s foreign securities may not be the quoted or published prices of the investments on their primary markets or exchanges, and the securities are categorized in Level 2 of the fair value hierarchy. These valuation procedures apply equally to long or short equity positions in a fund.

Participation Notes — Investments are valued at the market price of the underlying security. Counterparty risk is regularly reviewed and considered for valuation.

Corporate Debt Securities — Investments are valued at current market value by a pricing service, or by using the last sale or bid price based on observable inputs. Observable inputs may include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications. Although most corporate bonds are categorized in Level 2 of the fair value hierarchy, in instances where observable inputs are not available, they are categorized as Level 3.

Short-Term Notes — Investments maturing in 60 days or less at the time of purchase, are generally valued at amortized cost, unless it is determined that the amortized cost method would not represent fair value, in which case the securities are marked-to-market. To the extent the inputs are observable and timely, the values would be categorized in Level 2 of the fair value hierarchy.

Asset-Backed Securities — Investments are priced using the closing bid as supplied by a pricing service based on

131


WASATCH FUNDS — Notes to Financial Statements *(continued)*

observable inputs. Observable inputs may include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications, new issue data, monthly payment information and collateral performance. Although most asset-backed securities are categorized in Level 2 of the fair value hierarchy, in instances where observable inputs are not available, they are categorized as Level 3.

U.S. Government Issuers — Investments are priced using the closing bid as supplied by a pricing service based on observable inputs. Observable inputs may include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications. Although most U.S. government bonds are categorized in Level 2 of the fair value hierarchy, in instances where observable inputs are not available, they are categorized as Level 3.

Derivative Instruments — Listed derivatives that are actively traded are valued based on quoted prices from the exchange and are categorized in Level 1 of the fair value hierarchy. Exchange-traded options are valued at the last sale price in the market where they are principally traded. If there are no sales on the primary exchange or market on a given day, then the option is valued at the mean of the last bid price and ask price on the primary exchange or market as provided by a pricing service. Forward foreign currency contracts are valued at the market rate provided by the pricing service.

Restricted Securities — If market quotations are not readily available for the Funds’ investments in securities such as restricted securities, private placements, securities for which trading has been halted or other illiquid securities, these investments are valued at fair value in accordance with Board-approved Pricing Policies and Procedures by the Pricing Committee with oversight by the Board of Trustees. Fair value is defined as the price that would be received upon the sale of an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date under current market conditions. For each applicable investment that is fair valued, the Pricing Committee considers, to the extent applicable, various factors including, but not limited to, the financial condition of the company or limited partnership, operating results, prices paid in follow-on rounds, comparable companies in the public market, the nature and duration of the restrictions for holding the securities, a stated net asset value (NAV) for the partnership, if applicable, and other relevant factors. Depending on the relative significance of valuation inputs, these instruments may be classified in either Level 2 or Level 3 of the fair value hierarchy.

When the last day of the reporting period is a non-business day, certain foreign markets may be open on days the NYSE is closed, which could result in differences between the value of a fund’s portfolio securities on the last business day and the last calendar day of the reporting period. Any significant security valuation changes due to an open foreign market are adjusted and reflected by the fund for financial reporting purposes.

The following is a summary of the fair valuations according to the inputs used as of September 30, 2014 in valuing the Funds’ assets and liabilities:


Fund	Category	Quoted Prices in Active Markets for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Value at 9/30/14
Core Growth Fund
Assets
Common Stocks		$	897,400,317	$	—	$	—	$	897,400,317
Short-Term Investments			—		13,047,775		—		13,047,775

		$	897,400,317	$	13,047,775	$	—	$	910,448,092

Emerging India Fund
Assets
Common Stocks		$	39,137,507	$	—	$	—	$	39,137,507
Short-Term Investments			—		4,616,986		—		4,616,986

		$	39,137,507	$	4,616,986	$	—	$	43,754,493

132


		*SEPTEMBER 30, 2014*


Fund	Category	Quoted Prices in Active Markets for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Value at 9/30/14
Emerging Markets Select Fund
Assets
Common Stocks	Health Care Facilities	$	1,177,155	$	875,298	$	—	$	2,052,453
	Other		56,021,577		—		—		56,021,577
Short-Term Investments			—		247,198		—		247,198

		$	57,198,732	$	1,122,496	$	—	$	58,321,228

Emerging Markets Small Cap Fund
Assets
Common Stocks	Construction Materials	$	42,110,195	$	18,984,264	$	—	$	61,094,459
	Electronic Manufacturing Services		—		8,745,595		—		8,745,595
	Health Care Facilities		10,405,584		7,832,670		—		18,238,254
	Home Improvement Retail		—		7,380,582		—		7,380,582
	Hotels, Resorts & Cruise Lines		49,222,081		24,874,496		—		74,096,577
	Other		1,246,174,765		—		—		1,246,174,765
Short-Term Investments			—		6,725,048		—		6,725,048

		$	1,347,912,625	$	74,542,655	$	—	$	1,422,455,280

Frontier Emerging Small Countries Fund
Assets
Common Stocks	Restaurants	$	—	$	26,737,112	$	—	$	26,737,112
	Other		1,209,448,984		—		—		1,209,448,984
Participation Notes			—		45,492,810		—		45,492,810
Short-Term Investments			—		35,570,196		—		35,570,196

		$	1,209,448,984	$	107,800,118	$	—	$	1,317,249,102

Global Opportunities Fund
Assets
Common Stocks		$	187,941,052	$	—	$	—	$	187,941,052
Participation Notes			—		2,363,321		—		2,363,321
Short-Term Investments			—		2,300,784		—		2,300,784

		$	187,941,052	$	4,664,105	$	—	$	192,605,157

Heritage Growth Fund
Assets
Common Stocks		$	110,067,948	$	—	$	—	$	110,067,948
Short-Term Investments			—		9,319,814		—		9,319,814

		$	110,067,948	$	9,319,814	$	—	$	119,387,762

International Growth Fund
Assets
Common Stocks		$	1,392,495,147	$	—	$	—	$	1,392,495,147

		$	1,392,495,147	$	—	$	—	$	1,392,495,147

International Opportunities Fund
Assets
Common Stocks	Apparel, Accessories & Luxury Goods	$	5,337,311	$	1,071,488	$	—	$	6,408,799
	Building Products		3,352,638		1,281,189		—		4,633,827
	Food Distributors		—		2,614,374		—		2,614,374
	Household Products		6,924,230		2,718,328		—		9,642,558
	Pharmaceuticals		9,276,444		892,500		—		10,168,944
	Other		297,671,746		—		—		297,671,746
Short-Term Investments			—		5,224,617		—		5,224,617

		$	322,562,369	$	13,802,496	$	—	$	336,364,865

Large Cap Value Fund
Assets
Common Stocks		$	412,031,325	$	—	$	—	$	412,031,325
Short-Term Investments			—		5,038,500		—		5,038,500

		$	412,031,325	$	5,038,500	$	—	$	417,069,825

133


WASATCH FUNDS — Notes to Financial Statements *(continued)*


Fund	Category	Quoted Prices in Active Markets for Identical Investments (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Value at 9/30/14
Long/Short Fund
Assets
Common Stocks		$	2,274,638,540		$	—	$	—	$	2,274,638,540
Short-Term Investments			—			414,928,217		—		414,928,217

		$	2,274,638,540		$	414,928,217	$	—	$	2,689,566,757

Liabilities
Equity Contracts		$	(3,064,930	)	$	—	$	—	$	(3,064,930	)
Securities Sold Short			(293,828,427	)		—		—		(293,828,427	)

		$	(296,893,357	)	$	—	$	—	$	(296,893,357	)

Micro Cap Fund
Assets
Common Stocks	Specialized Finance	$	—		$	—	$	32,340	$	32,340
	Other		281,843,368			—		—		281,843,368
Short-Term Investments			—			13,796,424		—		13,796,424

		$	281,843,368		$	13,796,424	$	32,340	$	295,672,132

Micro Cap Value Fund
Assets
Common Stocks	Diversified Banks	$	1,809,181		$	—	$	206,668	$	2,015,849
	Health Care Services		2,831,092			—		971,041		3,802,133
	Personal Products		1,350,900			1,980,000		—		3,330,900
	Specialized Finance		—			—		8,799		8,799
	Other		136,784,860			—		—		136,784,860
Preferred Stocks	Pharmaceuticals		—			—		1,366,314		1,366,314
	Other		1,177,879			—		—		1,177,879
Warrants			—			—		4,150		4,150
Short-Term Investments			—			9,012,804		—		9,012,804

		$	143,953,912		$	10,992,804	$	2,556,972	$	157,503,688

Liabilities
Equity Contracts		$	(196,500	)	$	—	$	—	$	(196,500	)

		$	(196,500	)	$	—	$	—	$	(196,500	)

Small Cap Growth Fund
Assets
Common Stocks		$	2,166,543,062		$	—	$	—	$	2,166,543,062
Preferred Stocks			—			—		32,900,050		32,900,050
Limited Partnership Interest			—			—		4,515,675		4,515,675
Short-Term Investments			—			20,033,263		—		20,033,263

		$	2,166,543,062		$	20,033,263	$	37,415,725	$	2,223,992,050

Small Cap Value Fund
Assets
Common Stocks		$	275,641,990		$	—	$	—	$	275,641,990
Short-Term Investments			—			4,009,099		—		4,009,099

		$	275,641,990		$	4,009,099	$	—	$	279,651,089

Strategic Income Fund
Assets
Common Stocks	Diversified REITs	$	—		$	231,214	$	—	$	231,214
	Other		83,230,490			—		—		83,230,490
Exchange-Traded Funds			2,986,690			—		—		2,986,690
Limited Partnership Interest			3,619,812			—		—		3,619,812
Corporate Bonds			—			—		1,125		1,125
Short-Term Investments			—			856,868		—		856,868

		$	89,836,992		$	1,088,082	$	1,125	$	90,926,199

134


		*SEPTEMBER 30, 2014*


Fund		Category	Quoted Prices in Active Markets for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Value at 9/30/14
Ultra Growth Fund
Assets
Common Stocks		Internet Software & Services	$	10,239,315	$	—	$	914	$	10,240,229
		Other		84,134,797		—		—		84,134,797
Preferred Stocks				—		—		2,018,982		2,018,982
Limited Partnership Interest				—		—		4,198,989		4,198,989
Short-Term Investments				—		1,812,499		—		1,812,499

			$	94,374,112	$	1,812,499	$	6,218,885	$	102,405,496

World Innovators Fund
Assets
Common Stocks		Internet Software & Services	$	35,957,930	$	—	$	65	$	35,957,995
		Other		213,841,607		—		—		213,841,607
Limited Partnership Interest				—		—		316,673		316,673
Short-Term Investments				—		7,892,841		—		7,892,841

			$	249,799,537	$	7,892,841	$	316,738	$	258,009,116

Income Fund
Assets
Asset-Backed Securities			$	—	$	6,972,202	$	—	$	6,972,202
Collateralized Mortgage Obligations				—		15,944,723		—		15,944,723
Corporate Bonds				—		48,343,921		—		48,343,921
Municipal Bonds				—		2,533,619		—		2,533,619
Mutual Funds				146,700		—		—		146,700
Exchange-Traded Funds				1,728,160		—		—		1,728,160
U.S. Government Agency Securities	��			—		27,415,793		—		27,415,793
U.S. Treasury Inflation Protected Bonds				—		664,250		—		664,250
U.S. Treasury Notes				—		9,719,567		—		9,719,567
Preferred Stocks				894,600		—		—		894,600
Short-Term Investments				—		1,759,306		—		1,759,306

			$	2,769,460	$	113,353,381	$	—	$	116,122,841

U.S. Treasury Fund
Assets
U.S. Government Obligations			$	—	$	222,971,128	$	—	$	222,971,128
Short-Term Investments				—		948,683		—		948,683

			$	—	$	223,919,811	$	—	$	223,919,811

If the securities of an Asset Class are all the same level, the asset class is shown in total. If the securities of an Asset Class cross levels, the level with the smallest number of categories and with multiple levels within a category is displayed by category. The remaining categories that do not cross levels are combined into the “Other” category.

The valuation techniques used by the Funds to measure fair value for the year ended September 30, 2014 maximized the use of observable inputs and minimized the use of unobservable inputs.

The Funds’ policy is to recognize transfers between levels at the end of the reporting period. The table below shows the significant transfers between Level 1 and Level 2 due to fair valuation in certain foreign markets.


Fund	Transfers Out Of Level 1 at Market Value		Transfers Into Level 2 at Market Value
Frontier Emerging Small Countries Fund	$	26,737,112	$	26,737,112


Fund	Transfers Out Of Level 2 at Market Value		Transfers Into Level 1 at Market Value
Emerging Markets Select Fund	$	1,925,403	$	1,925,403
Frontier Emerging Small Countries Fund		8,153		8,153

135


WASATCH FUNDS — Notes to Financial Statements *(continued)*

The following is a reconciliation of the fair valuations using significant unobservable inputs (Level 3) for the Funds during the year ended September 30, 2014:


Fund	Market Value Beginning Balance 9/30/2013		Purchases at Cost		Sales (Proceeds)			Accrued Discounts (Premiums)		Realized Gain/ (Loss)			Change in Unrealized Appreciation (Depreciation)			Transfers in at Market Value		Transfers out at Market Value		Market Value Ending Balance 9/30/2014		Net Change in Unrealized Appreciation (Depreciation) on Investments Held at 9/30/2014
Global Opportunities Fund
Warrants	$	2,000	$	—	$	—		$	—	$	(5,000	)	$	3,000		$	—	$	—	$	—	$	—

Micro Cap Fund
Common Stocks		63,140		—		—			—		—			(30,800	)		—		—		32,340		(30,800	)
Warrants		16,125		—		—			—		(40,313	)		24,188			—		—		—		—

		79,265		—		—			—		(40,313	)		(6,612	)		—		—		32,340		(30,800	)

Micro Cap Value Fund
Common Stocks		218,709		1,083,527		—			—		—			(115,728	)		—		—		1,186,508		(115,728	)
Preferred Stocks		1,366,314		—		—			—		—			—			—		—		1,366,314		—
Warrants		5,525		—		—			—		(13,812	)		12,437			—		—		4,150		4,150

		1,590,548		1,083,527		—			—		(13,812	)		(103,291	)		—		—		2,556,972		(111,578	)

Small Cap Growth Fund
Preferred Stocks		16,375,768		16,999,990		—			—		—			(475,708	)		—		—		32,900,050		(1,647,301	)
Limited Partnership Interest		4,342,253		210,000		(1,226,241	)		—		96,071			1,093,592			—		—		4,515,675		1,093,592

		20,718,021		17,209,990		(1,226,241	)		—		96,071			617,884			—		—		37,415,725		(553,709	)

Strategic Income Fund
Corporate Bonds		1,030		—		(1,429	)		—		379			1,145			—		—		1,125		101

Ultra Growth Fund
Common Stocks		914		—		—			—		—			—			—		—		914		—
Preferred Stocks		2,063,230		—		—			—		—			(44,248	)		—		—		2,018,982		(337,147	)
Limited Partnership Interest		4,023,003		195,000		(1,124,536	)		—		84,519			1,021,003			—		—		4,198,989		1,021,003
Warrants		8,250		—		—			—		(20,625	)		12,375			—		—		—		—

		6,095,397		195,000		(1,124,536	)		—		63,894			989,130			—		—		6,218,885		683,856

World Innovators Fund
Common Stocks		65		—		—			—		—			—			—		—		65		—
Limited Partnership Interest		319,242		15,000		(101,701	)		—		11,542			72,590			—		—		316,673		72,590
Warrants		3,575		—		—			—		(8,938	)		5,363			—		—		—		—

		322,882		15,000		(101,701	)		—		2,604			77,953			—		—		316,738		72,590

QUANTITATIVE INFORMATION ABOUT LEVEL 3 FAIR VALUE MEASUREMENTS

Fund

Description

Fair Value
at 9/30/14

Valuation Technique

Unobservable Input

Range
(Average)

Micro Cap Value

Direct Venture Capital Investments: Pharmaceuticals

1,366,314

Probability of warrant exercise Probability of no warrant exercise

Exercise price Remaining value

Micro Cap Value

Direct Venture Capital Investments: Diversified Banks

206,668

Book value

Book value multiple

1.0

Micro Cap Value

Private Investment in Public Equity: Health Care Services

971,041

Amortized discount on common shares

Discount for lack of marketability

15%

Small Cap Growth Fund

Direct Venture Capital Investments: Biotechnology

550,058

Market comparable companies

EV/R** multiple Discount for lack of marketability

0.8 - 3.7(1.6

20%

)

Ultra Growth Fund

Direct Venture Capital Investments: Health Care Technology

729,027

Market comparable companies

EBITDA*** multiple EV/R** multiple Discount for lack of marketability

4.0 - 17.6(12.9

0.5 - 4.0(2.0

20%

)

Ultra Growth Fund

Direct Venture Capital

Investments: Biotechnology

137,515

Market comparable companies

EV/R** multiple Discount for lack of marketability

0.8 - 3.7(1.6

20%

)

*	The exercise price of the warrant will be within a range; the actual price is not set at this time. As such, this valuation is directionally sensitive to the determination of the exercise price within the range.

**	Enterprise-Value-To-Revenue Multiple — (“EV/R”) A measure of the value of a stock that compares a company’s enterprise value to its revenue.

***

Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) is net income with interest, taxes, depreciation and amortization added back to it. EBITDA can be used to analyze and compare profitability between companies and industries because it eliminates the effects of financing and accounting decisions.

136


		*SEPTEMBER 30, 2014*

Changes in book value multiples, EBITDA multiples, and EV/R multiples, each in isolation, may change the fair value of an investment. Generally, a decrease in these multiples will result in a decrease in the fair value of an investment.

The Funds’ other Level 3 investments have been valued using unadjusted third-party transactions and quotations, unadjusted historical third party information or the unadjusted NAV of an investment in private investment companies. No unobservable inputs internally developed by the Funds have been applied to these investments, thus they have been excluded from the above table.

15. OFFSETTING

Each Fund is party to various netting arrangements. The FASB requires disclosure about certain netting arrangements and similar agreements to enable users of a Fund’s financial statements to evaluate the effect or potential effect of netting arrangements on the Fund’s financial position. The scope of the disclosure is limited to derivative instruments, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions.

The following tables present information about financial instruments that were subject to enforceable netting arrangements as of September 30, 2014:

REPURCHASE AGREEMENTS


		Gross Amounts Not Offset in the Statements of Assets and Liabilities
Fund	Counterparty	Gross Asset Amounts Presented in Statements of Assets and Liabilities		Financial Instrument		Collateral Received¹			Net Amount (not less than 0)
Core Growth Fund	State Street Bank and Trust Co.	$	13,047,775	$	—	$	(13,047,775	)	$	—
Emerging India Fund	State Street Bank and Trust Co.		4,616,986		—		(4,616,986	)		—
Emerging Markets Select Fund	State Street Bank and Trust Co.		247,198		—		(247,198	)		—
Emerging Markets Small Cap Fund	State Street Bank and Trust Co.		6,725,048		—		(6,725,048	)		—
Frontier Emerging Small Countries Fund	State Street Bank and Trust Co.		35,570,196		—		(35,570,196	)		—
Global Opportunities Fund	State Street Bank and Trust Co.		2,300,784		—		(2,300,784	)		—
Heritage Growth Fund	State Street Bank and Trust Co.		9,319,814		—		(9,319,814	)		—
International Opportunities Fund	State Street Bank and Trust Co.		5,224,617		—		(5,224,617	)		—
Large Cap Value Fund	State Street Bank and Trust Co.		5,038,500		—		(5,038,500	)		—
Long/Short Fund	State Street Bank and Trust Co.		414,928,217		—		(414,928,217	)		—
Micro Cap Fund	State Street Bank and Trust Co.		13,796,424		—		(13,796,424	)		—
Micro Cap Value Fund	State Street Bank and Trust Co.		9,012,804		—		(9,012,804	)		—
Small Cap Growth Fund	State Street Bank and Trust Co.		20,033,263		—		(20,033,263	)		—
Small Cap Value Fund	State Street Bank and Trust Co.		4,009,099		—		(4,009,099	)		—
Strategic Income Fund	State Street Bank and Trust Co.		856,868		—		(856,868	)		—
Ultra Growth Fund	State Street Bank and Trust Co.		1,812,499		—		(1,812,499	)		—
World Innovators Fund	State Street Bank and Trust Co.		7,892,841		—		(7,892,841	)		—
Income Fund	State Street Bank and Trust Co.		1,759,306		—		(1,759,306	)		—
U.S. Treasury Fund	State Street Bank and Trust Co.		948,683		—		(948,683	)		—

EXCHANGE-TRADED WRITTEN OPTIONS
		Gross Amounts Not Offset in the Statements of Assets and Liabilities
Fund		Gross Liability Amounts Presented in Statements of Assets and Liabilities		Financial Instrument		Collateral Pledged²			Net Amount (Not Less Than 0)
Long/Short Fund		$	3,064,930	$	—	$	(3,064,930	)	$	—
Micro Cap Value Fund			196,500		—		(196,500	)		—

137


WASATCH FUNDS — Notes to Financial Statements *(continued)*

SECURITIES BORROWEDFOR SHORT SALES

Gross Amounts Not Offset in the Statements of Assets and Liabilities

Fund

Counterparty

Gross Liability Amounts
Presented in Statements
of Assets and Liabilities

Financial
Instrument

Collateral
Pledged²

Net Amount
(Not Less

Than 0)

Long/Short Fund

JPMorgan Chase

$ 293,828,427

$ —

$ (293,828,427)

$ —

¹	Repurchase agreements are classified as short-term investments in the Statements of Assets and Liabilities. The market value of the collateral received is greater than the amounts indicated in the table. For further information, see Note 3 and the Schedules of Investments.

²	The market value of the collateral received is greater than the amounts indicated in the table. For further information, see Note 3—Securities and Other Investments “Short Sales,” Note 4—Financial Derivative Instruments “Options Transactions” and the Schedules of Investments.

16. FAIR VALUEOF DERIVATIVE INSTRUMENTS*

The following is a summary of the fair valuations of the Funds’ derivative instruments categorized by risk exposure:

WASATCH INTERNATIONAL GROWTH FUND

The Effect of Derivative Instruments on the Statement of Operations for the year ended September 30, 2014:


	Derivatives not accounted for as hedging instruments under Statement 133
	Interest Rate Contracts		Foreign Exchange Contracts		Credit Contracts		Equity Contracts		Other Contracts		Total
Realized Gain (Loss) on Derivatives Recognized in Income
Net realized gain (loss) on investments and foreign currency translations		$ —		$(5,306,980)		$ —		$ —		$ —	$	(5,306,980	)

Net Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
Change in unrealized appreciation (depreciation) on investments, options and foreign currency translations		$ —		$ 8,792,817		$ —		$ —		$ —		$ 8,792,817

WASATCH INTERNATIONAL OPPORTUNITIES FUND

The Effect of Derivative Instruments on the Statement of Operations for the year ended September 30, 2014:


	Derivatives not accounted for as hedging instruments under Statement 133
	Interest Rate Contracts		Foreign Exchange Contracts		Credit Contracts		Equity Contracts		Other Contracts		Total
Realized Gain (Loss) on Derivatives Recognized in Income
Net realized gain (loss) on investments and foreign currency translations		$ —		$1,567,306		$ —		$ —		$ —		$1,567,306

Net Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
Change in unrealized appreciation (depreciation) on investments, options and foreign currency translations		$ —		$ 335,161		$ —		$ —		$ —		$ 335,161

WASATCH LONG/SHORT FUND

Fair Values of Derivative Instruments on the Statement of Assets and Liabilities as of September 30, 2014:


	Derivatives not accounted for as hedging instruments under Statement 133
	Interest Rate Contracts		Foreign Exchange Contracts		Credit Contracts		Equity Contracts		Other Contracts		Total
Liabilities Derivatives
Call options written at value		$ —		$ —		$ —		$3,064,930		$ —		$3,064,930

138


		*SEPTEMBER 30, 2014*

WASATCH LONG/SHORT FUND

The Effect of Derivative Instruments on the Statement of Operations for the year ended September 30, 2014:


	Derivatives not accounted for as hedging instruments under Statement 133
	Interest Rate Contracts		Foreign Exchange Contracts		Credit Contracts		Equity Contracts			Other Contracts		Total
Realized Gain (Loss) on Derivatives Recognized in Income
Net realized gain on options written		$ —		$ —		$ —	$	5,865,618			$ —	$	5,865,618

Net Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
Change in unrealized appreciation (depreciation) on investments, options and foreign currency translations		$ —		$ —		$ —	$	(4,764,641	)		$ —	$	(4,764,641	)

WASATCH MICRO CAP VALUE FUND

Fair Values of Derivative Instruments on the Statement of Assets and Liabilities as of September 30, 2014:


	Derivatives not accounted for as hedging instruments under Statement 133
	Interest Rate Contracts		Foreign Exchange Contracts		Credit Contracts		Equity Contracts		Other Contracts		Total
Liabilities Derivatives
Call options written at value		$ —		$ —		$ —	$	196,500		$ —	$	196,500

The Effect of Derivative Instruments on the Statement of Operations for the year ended September 30, 2014:


	Derivatives not accounted for as hedging instruments under Statement 133
	Interest Rate Contracts		Foreign Exchange Contracts		Credit Contracts		Equity Contracts		Other Contracts		Total
Realized Gain (Loss) on Derivatives Recognized in Income
Net realized gain on options written		$ —		$ —		$ —	$	1,322,199		$ —	$	1,322,199

Net Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
Change in unrealized appreciation (depreciation) on investments, options and foreign currency translations		$ —		$ —		$ —	$	43,676		$ —	$	43,676

*	See Note 4 — Financial Derivative Instruments for additional information.

For the year ended September 30, 2014, the average monthly balance of outstanding derivative financial instruments was as follows:


	International Growth Fund			International Opportunities Fund			Long/Short Fund		Micro Cap Value Fund
Forward currency contracts:
Average number of contracts — U.S. dollars purchased		—	¹		—	¹		—		—
Average U.S. dollar amounts purchased	$	15,572,433		$	2,387,091		$	—	$	—
Option contracts:
Average number of call contracts written		—			—			6,714		1,042
Average value of call contracts written	$	—		$	—		$	3,812,011	$	219,293

¹	Amount represents less than 0.05.

17. SUBSEQUENT EVENTS

Management has evaluated the possibility of subsequent events and has determined that there are no additional events that would require adjustment to or additional disclosure in the Funds’ financial statements.

139


WASATCH FUNDS — Report of Independent Registered Public Accounting Firm		*SEPTEMBER 30, 2014*

To the Board of Trustees and Shareholders of

Wasatch Funds Trust:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Wasatch Core Growth Fund, Wasatch Emerging India Fund, Wasatch Emerging Markets Select Fund, Wasatch Emerging Markets Small Cap Fund, Wasatch Frontier Emerging Small Countries Fund, Wasatch Global Opportunities Fund, Wasatch Heritage Growth Fund, Wasatch International Growth Fund, Wasatch International Opportunities Fund, Wasatch Large Cap Value Fund, Wasatch Long/Short Fund, Wasatch Micro Cap Fund, Wasatch Micro Cap Value Fund, Wasatch Small Cap Growth Fund, Wasatch Small Cap Value Fund, Wasatch Strategic Income Fund, Wasatch Ultra Growth Fund, Wasatch World Innovators Fund, Wasatch-1st Source Income Fund, and Wasatch-Hoisington U.S. Treasury Fund (hereafter referred to as the “Funds”) at September 30, 2014, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended (for the Wasatch Emerging Markets Select Fund, the changes in net assets are for the period December 13, 2012 (commencement of operations) through September 30, 2013 and the year ended September 30, 2014), and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Kansas City, Missouri

November 28, 2014

140


WASATCH FUNDS — Supplemental Information		*SEPTEMBER 30, 2014 (UNAUDITED)*

MANAGEMENTOFTHE COMPANY

Management Information. The business affairs of Wasatch Funds are overseen by its Board of Trustees. The Board consists of five Independent Trustees and one Interested Trustee. Three of the Independent Trustees and the Interested Trustee were elected by shareholders to serve until their successors are qualified, appointed or elected in accordance with the Trust’s Declaration of Trust and By-Laws. Two Independent Trustees have been appointed by the elected Independent Trustees to serve until their successors are qualified, appointed or elected in accordance with the Trust’s Declaration of Trust and By-Laws.

The trustees and executive officers of Wasatch Funds and their principal occupations for at least the last five years are set forth below.


Name, Address and Age	Position(s) Held with Wasatch Funds	Term of Office¹ and Length of Time Served	Principal Occupation(s) during Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee during Past 5 Years²
Independent Trustees

James U. Jensen, J.D., MBA 505 Wakara Way 3rd Floor Salt Lake City, UT 84108 Age 70	Trustee and Chairman of the Board	Indefinite Served as Chairman of the Board since 2004 and Trustee since 1986	Chief Executive Officer of Clearwater Law & Governance Group (an operating law firm board governance consulting company) April 2008 to present; Co-Founder and Chairman of the Board of Intelisum, Inc. (a company pursuing computer and measurement technology and products) 2001 - 2008; Consultant on corporate growth and technology transfer since 2004; Vice President, Corporate Development, Legal Affairs and General Counsel, and Secretary, NPS Pharmaceuticals, Inc. from 1991 to 2004.	20	Trustee, Northern Lights Fund Trust III (22 portfolios) since 2012; Director and Board Chairman of Agricon Global Corporation (formerly known as Bayhill Capital Corporation (telephone communications) from December 2007 to February 2014.

D. James Croft, Ph.D. 505 Wakara Way 3rd Floor Salt Lake City, UT 84108 Age 72	Trustee and Chairman of the Governance & Nominating Committee	Indefinite Served as Trustee since 2005	Consultant to the mortgage industry on issues of mortgage quality, identification of mortgage fraud, strategic planning and client development since 2004; Founder and Executive Director, Mortgage Asset Research Institute from 1990 to 2004.	20	None

Miriam M. Allison³ 505 Wakara Way 3rd Floor Salt Lake City, UT 84108 Age 67	Trustee and Chairman of the Audit Committee	Indefinite Served as Trustee since 2010	Rancher since 2004. From 2001 to 2005, Chairman of UMB Fund Services, Inc.	20	Director, Northwestern Mutual Series Fund, Inc. (27 portfolios) since 2006.

Heikki Rinne, Ph.D. 505 Wakara Way 3rd Floor Salt Lake City, UT 84108 Age 62	Trustee	Indefinite Served as Trustee since October 2012	Chief Executive Officer of the Halton Group Ltd. (an indoor environmental control manufacturing and technology company) since 2002.	20	Director, Touchfon International, through 2009; Director, Infostar Group, through 2009.

Kristen M. Fletcher 505 Wakara Way 3rd Floor Salt Lake City, UT 84108 Age 61	Trustee	Indefinite Served as Trustee since October 2014	Director Utah Symphony/Utah Opera since 2005; Director, Woodlands Commercial Bank 2009 - 2012; Chairman and CEO, ABN AMRO, Inc. and U.S. Country Representative, ABN AMRO Bank, NV from 2002 - 2004.	20	Director Utah Symphony/Utah Opera since 2005; Director Woodlands Commercial Bank 2009 - 2012.


Interested Trustee

Samuel S. Stewart, Jr. Ph.D., CFA⁴ 505 Wakara Way 3rd Floor Salt Lake City, UT 84108 Age 72	President and Trustee	Indefinite Served as President and Trustee since 1986	Chairman of the Board for the Advisor since 1975; Chief Investment Officer of the Advisor from 2004 to June 2009; Director of Research of the Advisor from 1975 to 2004; Chairman of the Board of Wasatch Funds from 1986 to 2004.	20	None

¹	A Trustee may serve until his/her death, resignation, removal or retirement. Each Independent Trustee shall retire as Trustee at the end of the calendar year in which he/she attains the age of 75 years.

Directorships are those held by a Trustee in any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to the requirements of Section 15(d) of the Securities Exchange Act or any company registered as an investment company under the 1940 Act.

³	Ms. Allison previously owned shares of UMB Financial Corp., the parent company of UMB Fund Services, Inc., the Funds’ transfer agent. Ms. Allison no longer owns such shares.

⁴	Dr. Stewart is an Interested Trustee because he serves as the Chairman of the Board and Portfolio Manager of the Advisor.

141


WASATCH FUNDS — Supplemental Information *(continued)*		*SEPTEMBER 30, 2014 (UNAUDITED)*


Name, Address and Age	Position(s) Held with Wasatch Funds	Term of Office and Length of Time Served	Principal Occupation(s) during Past 5 Years
Officers

Daniel D. Thurber 505 Wakara Way 3rd Floor Salt Lake City, UT 84108 Age 45	Vice President	Indefinite Served as Vice President since February 2007	General Counsel, Chief Compliance Officer and Director of Compliance for the Advisor since 2006.

Russell L. Biles 505 Wakara Way 3rd Floor Salt Lake City, UT 84108 Age 46	Chief Compliance Officer, Vice President and Secretary	Indefinite Served as Chief Compliance Officer and Vice President since February 2007 and Secretary since November 2008	Chief Compliance Officer and Vice President for Wasatch Funds since February 2007; Secretary for Wasatch Funds since November 2008; Counsel for the Advisor since October 2006.

Cindy B. Firestone, CPA 505 Wakara Way 3rd Floor Salt Lake City, UT 84108 Age 56	Treasurer	Indefinite Served as Treasurer since May 2009	Treasurer for Wasatch Funds since May 2009; Assistant Treasurer for Wasatch Funds from November 2008 to May 2009; Internal Auditor for the Advisor from December 2002 to August 2011.

David Corbett 505 Wakara Way 3rd Floor Salt Lake City, UT 84108 Age 41	Assistant Vice President	Indefinite Served as Assistant Vice President since August 2012	Assistant Vice President for Wasatch Funds since August 2012; Director of Mutual Fund Services for the Advisor since June 2007.

Additional information about the Funds’ trustees is provided in the Statement of Additional Information and is available without charge, upon request, by calling 800.551.1700.

ADDITIONAL TAX INFORMATION

The Funds hereby designate the following amounts or maximum amounts allowable as long term capital gain dividends for the purpose of the dividends paid deduction. The amounts designated here include the utilization of earnings and profits distributed to shareholders on the redemption of shares.


Fund	Amount
Core Growth Fund	$	13,739,267
Emerging Markets Small Cap Fund		38,681,435
Global Opportunities Fund		23,550,252
Heritage Growth Fund		2,918,976
International Growth Fund		35,584,097
International Opportunities Fund		18,321,459
Large Cap Value Fund		259,205,616
Long/Short Fund		39,911,334
Micro Cap Value Fund		25,279,419
Small Cap Growth Fund		69,484,983
Strategic Income Fund		1,019,765
Ultra Growth Fund		14,163,261
World Innovators Fund		14,888,675

For the fiscal year ended September 30, 2014, certain dividends paid by each Fund may be subject to a maximum tax rate of 20% as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. To the extent dividends are paid during the calendar year 2014, complete information will be reported on shareholders’ 2014 Form 1099-DIV.

The amount designated as qualified dividend income for the year ended September 30, 2014 will be at the highest amount permitted by law.

Corporate shareholders should note for the year ended September 30, 2014, the percentage of the Funds’ investment income (i.e., net investment income plus short-term capital gains) that qualified for the corporate dividends received deductions are as follows:


Fund	Percentage
Emerging Markets Select Fund		1	%
Frontier Emerging Small Countries Fund		1	%
Heritage Growth Fund		75	%
Large Cap Value Fund		87	%
Long/Short Fund		56	%
Micro Cap Value Fund		26	%
Small Cap Growth Fund		72	%
Strategic Income Fund		26	%
Income Fund		1	%

The Funds may elect to pass-through to shareholders the income tax credit for taxes paid to foreign countries. The foreign taxes paid eligible for pass-through on September 30, 2014 are as follows:


Fund	Amount
Emerging India Fund	$	708
Emerging Markets Select Fund		99,194
Emerging Markets Small Cap Fund		4,707,650
Frontier Emerging Small Countries Fund		2,704,706

If elected, the pass-through of the foreign tax credit will affect only those persons who are shareholders on the dividend record date in December 2014. These shareholders will receive more detailed information along with their 2014 Form 1099-DIV.

142


		*SEPTEMBER 30, 2014 (UNAUDITED)*

PROXY VOTING POLICIES, PROCEDURESAND RECORD

A description of the policies and procedures that Wasatch Advisors uses to vote proxies related to the Funds’ portfolio securities is set forth in the Funds’ Statement of Additional Information which is available without charge, upon request, on the Funds’ website at www.WasatchFunds.com or by calling 800.551.1700 and on the Securities and Exchange Commission’s (SEC) website at www.sec.gov.

Wasatch Funds’ proxy voting record is available on the Funds’ website at www.WasatchFunds.com and the SEC’s website at www.sec.gov no later than August 31 for the prior 12 months ending June 30.

QUARTERLY PORTFOLIO HOLDINGS DISCLOSUREON FORM N-Q

The Funds file their complete schedules of investments with the SEC for their first and third fiscal quarters of each fiscal year, commencing with the quarter ended December 31, 2004, on Form N-Q. The Funds’ Form N-Q is available on the SEC’s website at www.sec.gov.


SERVICE PROVIDERS

INVESTMENT ADVISOR

Wasatch Advisors, Inc.

505 Wakara Way, 3rd Floor

Salt Lake City, UT 84108

SUB-ADVISORFORTHE WASATCH-1ST SOURCE INCOME FUND

1st Source Corporation Investment Advisors, Inc.

100 North Michigan Street

South Bend, IN 46601

SUB-ADVISORFORTHE U.S. TREASURY FUND

Hoisington Investment Management Co.

6836 Bee Caves Road

Building 2, Suite 100

Austin, TX 78746

ADMINISTRATORAND FUND ACCOUNTANT

State Street Bank and Trust Company

801 Pennsylvania Avenue

Kansas City, MO 64105

DISTRIBUTOR

ALPS Distributors, Inc.

1290 Broadway, Suite 1100

Denver, CO 80203

TRANSFER AGENT

UMB Fund Services, Inc.

235 West Galena Street

Milwaukee, WI 53212

CUSTODIAN

State Street Bank and Trust Company

801 Pennsylvania Avenue

Kansas City, MO 64105

LEGAL COUNSELTO WASATCH FUNDSANDINDEPENDENT TRUSTEES

Chapman and Cutler, LLP

111 West Monroe Street

Chicago, IL 60603

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP

1100 Walnut Street, Suite 1300

Kansas City, MO 64106

143


CONTACT WASATCH		*SEPTEMBER 30, 2014 (UNAUDITED)*

TELEPHONE

800.551.1700

M - F, 7:00 a.m. to 7:00 p.m. CT

Automated Line, 24 Hours

U.S. MAIL

Wasatch Funds

P.O. Box 2172

Milwaukee, WI 53201-2172

OVERNIGHT MAIL

Wasatch Funds

803 West Michigan Street, Suite A

Milwaukee, WI 53233-2301

ONLINE

www.WasatchFunds.com

shareholderservice@wasatchfunds.com

144

LOGO

2014 Annual Report
www.WasatchFunds.com . 800.551.1700

Item 2:

Code of Ethics.

(a)	Wasatch Funds Trust (the “Registrant”) has adopted a Code of Ethics that applies to the Registrant’s principal executive officer and principal financial officer.

(b)	No disclosures are required by this Item 2(b).

(c)	There have been no amendments to the Registrant’s Code of Ethics during the reporting period for this form N-CSR.

(d)	There have been no waivers granted by the Registrant to individuals covered by the Registrant’s Code of Ethics during the reporting period for this Form N-CSR.

(e)	Not applicable.

(f)	A copy of the Registrant’s Code of Ethics is attached as an exhibit to this Form N-CSR.

Item 3:

Audit Committee Financial Expert.


(a)	(1)	The Board of Trustees of the Registrant has determined that the Registrant has at least one member serving on the Registrant’s Audit Committee that possesses the attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as “audit committee financial expert.”

	(2)	The name of the audit committee financial expert is Miriam M. Allison. Ms. Allison is deemed to be “independent” as that term is defined in Item 3(a)(2) of Form N-CSR.

Item 4.

Principal Accountant Fees and Services.

(a)

Audit Fees - The aggregate fees billed for professional services rendered by the independent registered public accounting firm for the audit of the Registrant’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, 2014 and 2013 were $428,147 and $457,072, respectively.

(b)

Audit Related Fees - During the fiscal years ended September 30, 2014 and 2013, the Registrant was not billed any fees by the independent registered public accounting firm for assurance and related services rendered by the independent registered public accounting firm to the Registrant that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item 4.

During the fiscal years ended September 30, 2014 and 2013, no fees for assurance and related services that relate directly to the operations and financial reporting of the Registrant were billed by the independent registered public accounting firm to the Registrant’s investment adviser (the “Advisor”) or any other entity controlling, controlled by, or under common control with the Advisor that provides ongoing services to the Registrant.

(c)

Tax Fees - The aggregate fees billed for professional services rendered by the independent registered public accounting firm to the Registrant for tax compliance, tax advice, tax planning and tax return preparation for the last two fiscal years ended September 30, 2014 and 2013 were $96,250 and $100,910, respectively. These services consisted of the independent registered public accounting firm reviewing the Registrant’s excise tax returns, distribution requirements and RIC tax returns, as well as consultations regarding the tax consequences of specific investments.

During the fiscal years ended September 30, 2014 and 2013, no fees for tax compliance, tax advice or tax planning services that relate directly to the operations and financial reporting of the Registrant were billed by the independent registered public accounting firm to the Advisor or any other entity controlling, controlled by, or under common control with the Advisor that provides ongoing services to the Registrant.

(d)

All Other Fees - The aggregate fees billed for products and services provided by the independent registered public accounting firm to the Registrant, other than the services reported in paragraph (a) – (c) of this Item 4, for the fiscal year ended September 30, 2014 was $1,772 for professional services associated with the review of documentation regarding an option to transfer Thailand assets to a tax exempt custodial account so certain Funds could benefit from certain available tax advantages. There were no other fees billed for the fiscal year ended September 30, 2013.

During the fiscal years ended September 30, 2014 and 2013, no fees for other services that relate directly to the operations and financial reporting of the Registrant were billed by the independent registered public accounting firm to the Advisor or any other entity controlling, controlled by, or under common control with the Advisor that provides ongoing services to the Registrant.

(e)	Pre-Approval Policies and Procedures

(1) Pursuant to the registrant’s Audit Committee Charter, the Audit Committee shall evaluate the independence of the independent public accountants, including evaluating whether the independent public accountants provide audit services or consulting services to the Registrant or consulting services to the Advisor, and to receive the specific representations of the independent registered public accounting firm as to their independence. Specifically, the Audit Committee will be responsible for evaluating the provision of non-audit services to the Registrant as required by Section 201 of the Sarbanes-Oxley Act, any pre-approval requests submitted by the independent registered public accounting firm as required by Section 202 of the Sarbanes-Oxley Act or as otherwise required under Section 2-01 of Regulation S-X, and shall monitor the conflict of interest requirements in Section 206 of the Sarbanes-Oxley Act, and the prohibitions on improper influence on the conduct of audits in Section 303 of the Sarbanes-Oxley Act. The Audit Committee shall pre-approve any engagement of the independent registered public accounting firm to provide any services (other than prohibited non-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 provide non-audit services to the extent allowable under the Sarbanes-Oxley Act of 2002 for the Registrant 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 to non-audit services may be increased by the affirmative vote of a majority of the members of the Audit Committee.

(2) There were no pre-approval requirements waived for the services provided to the Registrant described in paragraphs (b)-(d) of Item 4 by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (the “De Minimis Rule”). There were no fees billed for services provided to the Advisor described in paragraphs (b)-(d) of Item 4 that were required to be pre-approved by the Audit Committee as described in paragraph (e)(1) of Item 4.

(f)	No disclosures are required by this Item 4(f).

(g)

For the fiscal year ended September 30, 2014, the aggregate non-audit fees billed by the independent registered public accounting firm for services rendered to the Registrant and the Advisor and any entity controlling, controlled by, or under common control with the Advisor that provided ongoing services to the Registrant were $1,772. The independent registered public accounting firm did not bill the Registrant or the Advisor for any other ongoing non-audit services for the fiscal year ended September 30, 2013.

(h)	No disclosures are required by this Item 4(h).

Item 5.

Audit Committee of Listed Registrants.

Not applicable.

Item 6.

Schedule of Investments.

(a)	Schedule of Investments is included as a part of the report to shareholders filed under Item 1 of this Form N-CSR.

(b)	Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8.

Portfolio Managers of Closed-End Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10.

Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s board of trustees, where those changes were implemented after the Registrant last provided disclosure in response to this item.

Item 11.

Controls and Procedures.

(a)

The Registrant’s principal executive and principal financial officers have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective, as of a date within 90 days of the filing date of this Form N-CSR based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934).

(b)

There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the Registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12.

Exhibits.


(a)(1)		Code of Ethics is attached hereto.

(a)(2)		The certifications required by Rule 30a-2(a) of the 1940 Act are attached hereto.

(a)(3)		Not applicable.

(b)		The certifications required by Rule 30a-2(b) of the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


WASATCH FUNDS TRUST

By:		/s/ Samuel S. Stewart, Jr.
		Samuel S. Stewart, Jr.
		President (principal executive officer) of Wasatch Funds Trust

Date:		December 5, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


By:		/s/ Samuel S. Stewart, Jr.
		Samuel S. Stewart, Jr.
		President (principal executive officer) of Wasatch Funds Trust

Date:		December 5, 2014

By:		/s/ Cindy B. Firestone
		Cindy B. Firestone
		Treasurer (principal financial officer) of Wasatch Funds Trust

Date:		December 5, 2014

Wasatch Core Growth Fund (WGROX) N-CSRCertified annual shareholder report (management investment company)