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: 811-4920 -------------------------------------------- WASATCH FUNDS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 150 SOCIAL HALL AVENUE 4TH FLOOR SALT LAKE CITY, UTAH 84111 - -------------------------------------------------------------------------------- (Address of principal executive offices)(Zip code) (Name and Address of Agent for Service) Copy to: Samuel S. Stewart, Jr. Eric F. Fess, Esq. Wasatch Funds, Inc. Chapman & Cutler, LLP 150 Social Hall Avenue, 4th Floor 111 West Monroe Street Salt Lake City, Utah 84111 Chicago, IL 60603 Registrant's telephone number, including area code: (801) 553-0777 Date of fiscal year end: September 30 Date of reporting period: March 31, 2005 ITEM 1: REPORT OF SHAREHOLDER SEMI-ANNUAL REPORT MARCH 31, 2005 [PICTURE] [WASATCH FUNDS LOGO] CORE GROWTH FUND - GLOBAL SCIENCE & TECHNOLOGY FUND - HERITAGE GROWTH FUND INTERNATIONAL GROWTH FUND - INTERNATIONAL OPPORTUNITIES FUND - MICRO CAP FUND MICRO CAP VALUE FUND - SMALL CAP GROWTH FUND - SMALL CAP VALUE FUND ULTRA GROWTH FUND - WASATCH - HOISINGTON U.S. TREASURY FUND Cover Painting: "Zion-Virgin River" by Vaughn S. Fairbanks 801.256.0386 WASATCH FUNDS,INC. P.O. Box 2172 Milwaukee, WI 53201-2172 www.wasatchfunds.com 800.551.1700 TABLE OF CONTENTS LETTER TO SHAREHOLDERS .................................................... 2 CORE GROWTH FUND .......................................................... 4 Management Discussion .................................................... 4 Portfolio Summary ........................................................ 5 GLOBAL SCIENCE & TECHNOLOGY FUND .......................................... 6 Management Discussion .................................................... 6 Portfolio Summary ........................................................ 7 HERITAGE GROWTH FUND ...................................................... 8 Management Discussion .................................................... 8 Portfolio Summary ........................................................ 9 INTERNATIONAL GROWTH FUND ................................................. 10 Management Discussion .................................................... 10 Portfolio Summary ........................................................ 11 INTERNATIONAL OPPORTUNITIES FUND .......................................... 12 Management Discussion .................................................... 12 Portfolio Summary ........................................................ 13 MICRO CAP FUND ............................................................ 14 Management Discussion .................................................... 14 Portfolio Summary ........................................................ 15 MICRO CAP VALUE FUND ...................................................... 16 Management Discussion .................................................... 16 Portfolio Summary ........................................................ 17 SMALL CAP GROWTH FUND ..................................................... 18 Management Discussion .................................................... 18 Portfolio Summary ........................................................ 19 SMALL CAP VALUE FUND....................................................... 20 Management Discussion .................................................... 20 Portfolio Summary ........................................................ 21 ULTRA GROWTH FUND.......................................................... 22 Management Discussion .................................................... 22 Portfolio Summary ........................................................ 23 WASATCH-HOISINGTON U.S. TREASURY FUND...................................... 24 Management Discussion .................................................... 24 Portfolio Summary ........................................................ 25 OPERATING EXPENSES......................................................... 26 SCHEDULE OF INVESTMENTS.................................................... 28 STATEMENTS OF ASSETS AND LIABILITIES ...................................... 56 STATEMENTS OF OPERATIONS .................................................. 58 STATEMENTS OF CHANGES IN NET ASSETS........................................ 60 FINANCIAL HIGHLIGHTS....................................................... 65 NOTES TO FINANCIAL STATEMENTS ............................................. 71 DIRECTORS AND OFFICERS .................................................... 80 SUPPLEMENTAL INFORMATION .................................................. 81 Proxy Voting Policies, Procedures and Record ............................. 81 Quarterly Portfolio Holdings Disclosure on Form N-Q ...................... 81 Board Deliberations Regarding Approval of Advisory Contracts ............. 81 SERVICE PROVIDERS ......................................................... 85 GUIDE TO UNDERSTANDING FINANCIAL STATEMENTS ............................... 86 CONTACT WASATCH ........................................................... 87 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. 1 LETTER TO SHAREHOLDERS [PHOTO OF SAMUEL S. STEWART, JR.] Samuel S. Stewart, Jr., PhD, CFA President of Wasatch Funds FELLOW SHAREHOLDERS: All things considered, I'm feeling fine. A year ago the economy was gaining momentum, but there was high anxiety over the lack of jobs being created. You couldn't pick up the New York Times, turn on CNBC or CNN, or talk to your neighbor without encountering a discussion about the "jobless recovery." When positive job reports eventually emerged, the naysayers promptly changed their tune. Forget jobs! Jobs are yesterday's news! Inflation is the enemy! Half a dozen rate hikes later, midway through 2005, the economy continues to grow apace. And, though you might suspect otherwise, long-term interest rates (10-years out) are flat, which means the smart money is not losing sleep over the threat of inflation. Asked to explain this seeming contradiction, the estimable Alan Greenspan, Chairman of the Federal Reserve, offered this candid assessment: "It's a conundrum," Mr. Greenspan replied. If Alan Greenspan doesn't know the answer to that question -- why the long-term prospects for inflation are practically non-existent despite the run up in short-term rates -- then I'm fairly confident that I don't know this either. That said, after three decades in the investment business, I'm willing to venture an educated guess: We live in a global economy. Your golf clubs are made in China, your TV in Korea, your shoes in Brazil, your jeans in Indonesia. When you dial in to get help with your online Internet account, you are probably conversing with a computer technician in Bombay. While the prevailing wage rate for U.S. workers is around $20 per hour, the same job is being done in China, Indonesia, India and Mexico (and a lot of other places) for a whole lot less. All of this has a decidedly deflationary effect on the economy. Hence, just as long as we can continue to get access to these goods and services at bargain basement costs -- expedited by easier access to trade and the kind of communication technology that makes Beijing as accessible as Salt Lake City -- there will be downward pressure on prices. Even a dramatic rise in the price of oil during the past year hasn't been enough to put a damper on the economy's expansion. So, I'm feeling reasonably bullish about our nation's prospects. We have moderate growth and moderate prices. We had a very healthy fourth quarter in 2004. And while we've had a slow first quarter in 2005, as I've said time and again, one quarter doesn't amount to much in the investment business when you are in it for the long haul. If the economy is so healthy, you might ask, then why did the market take such a tumble in the first quarter? The fact is (and history testifies to this fact) that the stock market is often fickle. Even when most economic metrics are encouraging, the market can take a momentary nosedive. Relax. Learn to accept it. It's often short-lived. Remember: It's the long-term view that makes sense -- and money (hopefully). WASATCH FUNDS So how have we done over the past six months? OK, I'd say. Like the rest of the mutual fund world, we had a strong fourth quarter propelled by a postelection tide in the market that seemed to lift all stocks. In my opinion, an investor who finished the year with a double digit return ought to be a happy investor indeed. And most of our funds did, though not all. While the first quarter of 2005 was a rough one in the markets overall (only our U.S. Treasury Fund finished in positive territory), we derive some satisfaction from knowing that most of our funds beat their benchmarks. That's a fancy way of saying that we probably lost less money for our shareholders than most of our competitors. Still, despite mostly positive performance in one quarter followed by negative performance the next, nothing really changes for us in terms of how we manage each fund. No matter what the markets, or our funds, are doing in the short term, we still look at investing the same way: can the companies we own consistently grow their earnings for the next three to five years? If the answer to that question is yes, then what happens from quarter to quarter doesn't matter as much. 2 MARCH 31, 2005 The most important thing we've learned in almost 30 years of doing this is that we can't predict what the market will do in the short run with any certainty, but we can find companies whose earnings are growing at a healthy clip. If earnings are growing, then we believe long-term performance will take care of itself. With that in mind, how are our funds positioned for long-term success? I think most of our portfolio managers would answer that question the same way. They'd say that earnings growth in their funds is pretty strong, a little slower than last year, but better than we had forecasted (we rarely use Wall Street's earnings estimates). They'd also say that values in general are higher than they'd like, but the beating the market took in the first quarter means that it's easier to find stocks we like and that we think are attractively valued. And for a Wasatch portfolio manager, that last point is what it's all about: Buying quality companies with strong earnings growth potential at reasonable prices. Sincerely, /s/ Samuel S. Stewart, Jr. - --------------------------------------- Samuel S. Stewart, Jr. President of Wasatch Funds 3 CORE GROWTH FUND -- MANAGEMENT DISCUSSION MARCH 31, 2005 [PHOTO OF JB TAYLOR] JB TAYLOR PORTFOLIO MANAGER [PHOTO OF PAUL LAMBERT] PAUL LAMBERT PORTFOLIO MANAGER SIX MONTH REVIEW The Wasatch Core Growth Fund returned 11.91% in the six months ended March 31, 2005. The Fund's return was higher than the 8.00% return posted by the Russell 2000 Index, a widely used benchmark for the performance of small company stocks. Performance was broad-based during the period, as the Fund and the Index generated positive returns in every sector in which we were invested. The Fund's health care sector, continuing an upward trend that began following last November's election, made a significant contribution to our outperformance relative to the Russell 2000 Index. Pacificare Health Systems, a managed care provider, was the top contributor in this sector. Pacificare posted solid earnings results for the fourth quarter and 2004. Subsequent to the end of the period, the company reported a Medicare rate increase that positions the company well for future growth. The announcement that one of our companies, the specialty retail pharmaceutical services provider Accredo Health, would be acquired at a significant premium, also helped drive results. Our investment in AMERIGROUP, a health care provider, also did well. The company reported double-digit 2004 earnings growth largely as a result of adding members and keeping down expenses, themes we look for in health care services companies. In the producer durables sector, all of the Fund's investments were in homebuilding companies. Although our weighting in this sector was nearly identical to the Index, the performance of these companies helped us outperform the Index's producer durables sector. This underscores how important fundamental, company-by-company research is to Wasatch's investment process. We believe we have been successful in this sector because we have identified several companies whose management skills have differentiated them from the rest of the industry. The Fund's consumer discretionary stocks were up nicely. Our overweighting helped us pull ahead of the Index sector benchmark. O'Reilly Automotive, a provider of aftermarket automobile parts, was our top performer during the period, reflecting the company's consistently strong earnings. Over the past two quarters, Copart, a company that is in the salvaged vehicle auction business, has alternately led and lagged in the Fund. Copart did well over the six months, although recent profit taking in the stock has created some price volatility. SCP Pool, a wholesale distributor of swimming pool supplies, equipment and related leisure products, reported strong growth and was a contributor to our outperformance in this sector. Financial services stocks put in a relatively weak showing during the period. Our overweighting amplified our underperformance of the benchmark in this sector. In a sharp reversal from the fourth quarter of 2004, financials lagged during much of the first quarter of 2005 mostly as a result of rising fears over short-term interest rates. Our biggest detractor in this sector and from the Fund's return overall was Doral Financial, one of the largest mortgage finance companies operating in Puerto Rico. Doral's weak stock price was mostly due to concerns relating to accounting for complex non-cash earnings transactions. Doral has several attributes that we like to see in a company: high inside ownership, dominant market position and an ability to influence pricing. However, following a recent meeting with management, we are re-evaluating our investment in Doral. Partly offsetting these results, we had good returns from two of our India-based banks -- HDFC Bank and UTI Bank. India boasts one the world's fastest growing consumer classes and in our view, banks should profit handsomely from this trend. A substantial portion of the return generated by the Russell 2000 Index was attributable to the energy and materials and processing sectors. Generally speaking, we have had virtually no exposure to these commodity-related industries for some time. To be sure, we have missed not having exposure to a couple of the best performing sectors over the last year. However, as bottom-up investors as compared to sector-driven investors, we are diligently trying to find businesses that have sustainable earnings growth that is not dependent on the direction of commodity prices. OUTLOOK The business prospects of the Fund's companies look good and valuations seem reasonable. Earnings growth, while slowing somewhat, is still within a comfortable range. As of March 31, the earnings growth for our holdings exceeded our expectations. While we are cautious that earnings growth in the short term might moderate, in our opinion, the Fund seems well positioned for growth. We are also reducing the number of holdings, to concentrate more on the investments that we believe have the best potential to help you achieve the long-term investment results you seek. Thank you for the opportunity to manage your assets. 4 CORE GROWTH FUND -- PORTFOLIO SUMMARY MARCH 31, 2005 AVERAGE ANNUAL TOTAL RETURNS 1 YEAR 5 YEARS 10 YEARS ------ ------- -------- WASATCH CORE GROWTH FUND 6.94% 17.49% 17.61% Russell 2000 Index 5.41% 4.01% 10.43% PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. WASATCH FUNDS WILL DEDUCT A FEE OF 2% FROM REDEMPTION PROCEEDS ON FUND SHARES HELD TWO MONTHS OR LESS. PERFORMANCE DATA DOES NOT REFLECT THE DEDUCTION OF THIS FEE WHICH, IF CHARGED, WOULD REDUCE THE PERFORMANCE QUOTED. THE TABLE ABOVE DOES NOT REFLECT THE DEDUCTION OF TAXES THAT YOU WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. TO OBTAIN THE MOST RECENT MONTH-END PERFORMANCE, PLEASE VISIT WWW.WASATCHFUNDS.COM OR CALL 800.551.1700. INVESTMENT RETURNS AND PRINCIPAL VALUE WILL FLUCTUATE AND SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. THE ADVISOR HAS ABSORBED, CURRENTLY OR IN THE PAST, CERTAIN FUND EXPENSES, WITHOUT WHICH TOTAL RETURNS WOULD HAVE BEEN LOWER. Investments in small cap funds can be more volatile and loss of principal could be greater than investing in large cap or more diversified funds. TOP 10 EQUITY HOLDINGS* TICKER COMPANY % OF FUND - ------ ------- --------- ACF AMERICREDIT CORP. 4.26% Subprime automobile lender. ORLY O'REILLY AUTOMOTIVE, INC. 4.05% Automotive parts retailer/distributor. CPRT COPART, INC. 3.14% Vehicle salvage services. MDC M.D.C. HOLDINGS, INC. 2.91% Homebuilder. FNF FIDELITY NATIONAL FINANCIAL, INC. 2.72% Title insurance. CBH COMMERCE BANCORP, INC. 2.72% Commercial banking, corporate trust and insurance brokerage services. DRL DORAL FINANCIAL CORP. 2.46% Puerto Rican bank. NTY NBTY,INC. 2.34% Nutritional supplements. NSM NATIONAL SEMICONDUCTOR CORP. 2.32% Analog semiconductors. DLTR DOLLAR TREE STORES, INC. 2.30% Dollar discount stores. * 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. SECTOR BREAKDOWN** [PIE CHART] <Table> FINANCIAL SERVICES 30.1% CONSUMER DISCRETIONARY 23.9% HEALTH CARE 14.8% TECHNOLOGY 9.2% PRODUCER DURABLES 9.0% FINANCIALS 8.4% CONSUMER STAPLES 3.0% INFORMATION TECHNOLOGY 1.0% AUTOS & TRANSPORTATION 0.6% </Table> **Excludes short-term investments, if any. GROWTH OF A $10,000 INVESTMENT [LINE GRAPH] DATE WASATCH CORE GROWTH FUND RUSSELL 2000 INDEX - ---------- ------------------------ ------------------ 3/31/1995 10,000 10,000 3/31/1996 13,905 12,905 3/31/1997 14,648 13,564 3/31/1998 20,915 19,263 3/31/1999 18,182 16,131 3/31/2000 22,614 22,147 3/31/2001 31,818 18,753 3/31/2002 44,772 21,375 3/31/2003 28,982 15,611 3/31/2004 47,337 25,576 3/31/2005 50,621 26,960 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 IN THE INDEX. 5 GLOBAL SCIENCE & TECHNOLOGY FUND -- MANAGEMENT DISCUSSION MARCH 31, 2005 [PHOTO OF AJAY KRISHNAN] AJAY KRISHNAN, CFA PORTFOLIO MANAGER SIX MONTH REVIEW For the six months ended March 31,2005, the Wasatch Global Science & Technology Fund gained 10.84% and outperformed its benchmarks. In the same period, the Lipper Science & Technology Index (Lipper Index) gained 6.19%, the Russell 2000 Technology Index gained 2.78% and the Nasdaq Composite Index gained 5.73%. Over the past six months, we have increased our global holdings as we found better investment opportunities at more attractive prices outside of the United States. As of March 31, we were well diversified globally and this contributed to our outperformance of the Lipper Index during the period. The Fund had nearly 25% more of its assets invested in companies outside of the U.S. than the Lipper Index. It is worth noting that our country and sector weightings are a byproduct of our company-by-company research and investments rather than an allocation strategy. Over the last six months, electronic technology contributed the most to the Fund's return. Despite having over 45% assets invested in electronic technology, the Fund was still underweight compared to the Lipper Index, which had over 50%. We outperformed the Lipper Index in this sector due to the better performance of our holdings. The Fund's top contributor in electronic technology was Tessera Technologies, a developer of semiconductor packaging technology. Tessera's stock price rose dramatically after the company overcame a challenge to its intellectual property rights. QLogic, a developer of semiconductors and systems for storage networking, and PLX Technology, a maker of semiconductors to accelerate and manage data transfer, were also strong performers. inTest, Micrel and Sipex were notable detractors. Weakness in the semiconductor market was the main reason for the stock price decline of inTest. Micrel struggled due to sluggish demand and weak Asian end markets for handsets. A management change at Sipex caused its stock price to decline. Health services was also a strong performing area for the Fund. With a nearly 5% weighting in health services, the Fund outperformed the Lipper Index, which had less than 1% in this area. The driver of our outperformance in health services and the biggest contributor to the Fund's performance overall was Accredo Health, a company that specializes in distributing pharmaceuticals and providing services for individuals with chronic diseases. In February, the company announced that it had received an offer from Medco Health Solutions to be acquired. This announcement sent Accredo's stock price dramatically higher and we reduced our position to capture profits and limit the potential downside. We feel the acquisition offer confirmed our assessment of the company's quality and intrinsic value and rewarded our decision to hang on through a period of substantial stock price volatility. The Fund's weighting in technology services was roughly one third that of the Lipper Index. Our holdings were concentrated in information technology services companies, while the Lipper Index had a heavy weighting in packaged software companies. The Fund's technology services holdings performed better than those in the Lipper Index, but our significant underweighting meant that the contribution of technology services was about the same to the Fund as to the Lipper Index. Cognizant Technology Solutions, an outsource provider of professional technology services, was the largest contributor in technology services. Two packaged software companies, Verisity and Nassda, announced that they had received acquisition offers and the subsequent stock price appreciation provided a significant boost to the Fund's performance. Two medical specialties companies -- Cyberonics and Biacore -- drove the Fund's outperformance in health technology where we were significantly overweighted compared to the Lipper Index. Cyberonics' stock price was up dramatically on news that the U.S. Food & Drug Administration (FDA) had reversed an earlier decision and released a letter stating that it considered a neuro-stimulation device for treating depression to be approvable. Biacore, a Swedish maker of tools for life science research, benefited from restructuring and the announcement of a new product for protein interaction analysis. The shares of EPIX Pharmaceuticals, a manufacturer of imaging contrast agents, lost nearly two-thirds their value after the FDA requested additional clinical studies on a new product. The stock price of Abaxis weakened as the company realigned its sales force. General weakness in biotechnology stock prices caused Ista Pharmaceuticals and Angiotech Pharmaceuticals to detract from the Fund's performance. Ista also announced a secondary offering that contributed to its stock price weakness. The Fund's biggest detractor was Kintera, a company that provides software to help non-profit organizations increase donations. The company met expectations, but management created some confusion when communicating their accounting for several acquisitions. We feel we have a good understanding of the business and remain confident in our investment. OUTLOOK Globally, our research has turned up many interesting science and technology companies that have world wide reach often in spite of their smaller size. We expect to continue increasing the Fund's weighting in companies outside of the U.S., as our recent research trips have shown that conditions for investing remain favorable in many countries around the world. While science and technology stocks will always be affected by global economic conditions and the strength or weakness of business and consumer spending, we believe that science and technology companies will continue to be important drivers of global economic growth. Staying true to our investment discipline and taking care not to overpay for stocks are ways we believe we can help you to achieve your long-term investment objectives. We appreciate your investment in the Wasatch Global Science & Technology Fund. 6 GLOBAL SCIENCE & TECHNOLOGY FUND -- PORTFOLIO SUMMARY MARCH 31, 2005 AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION 1 YEAR 5 YEARS 12/19/00 ------- ------- --------------- WASATCH GLOBAL SCIENCE & TECHNOLOGY FUND -6.41% N/A 3.27% Lipper Science & Technology Index -5.51% N/A -14.56% Russell 2000 Technology Index -15.48% N/A -13.02% Nasdaq Composite Index 0.82% N/A -5.74% PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. WASATCH FUNDS WILL DEDUCT A FEE OF 2% FROM REDEMPTION PROCEEDS ON FUND SHARES HELD TWO MONTHS OR LESS. PERFORMANCE DATA DOES NOT REFLECT THE DEDUCTION OF THIS FEE WHICH, IF CHARGED, WOULD REDUCE THE PERFORMANCE QUOTED. THE TABLE ABOVE DOES NOT REFLECT THE DEDUCTION OF TAXES THAT YOU WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. TO OBTAIN THE MOST RECENT MONTH-END PERFORMANCE, PLEASE VISIT WWW.WASATCHFUNDS.COM OR CALL 800.551.1700. INVESTMENT RETURNS AND PRINCIPAL VALUE WILL FLUCTUATE AND SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. THE ADVISOR HAS ABSORBED, CURRENTLY OR IN THE PAST, CERTAIN FUND EXPENSES, WITHOUT WHICH TOTAL RETURNS WOULD HAVE BEEN LOWER. Investments in concentrated funds can be more volatile and loss of principal could be greater than investing in more diversified funds. Investing in foreign securities entails special risks, such as currency fluctuations and political uncertainties, which are described in more detail in the prospectus. TOP 10 EQUITY HOLDINGS* TICKER COMPANY % OF FUND - ------ ------- --------- OIIM 02MICRO INTERNATIONAL LTD. 3.54% (Cayman Islands) Semiconductors to increase power efficiency. NXTP NEXTEL PARTNERS, INC., CLASS A 2.41% Wireless service provider. PLXT PLX TECHNOLOGY, INC. 2.26% Semiconductors to accelerate and manage data transfer. CYBX CYBERONICS, INC. 2.17% Implantable medical devices. NSM NATIONAL SEMICONDUCTOR CORP. 2.12% Analog semiconductors. SRX SRA INTERNATIONAL, INC., CLASS A 2.09% Information technology services for government agencies. HDFCIN HOUSING DEVELOPMENT FINANCE CORP. LTD. (India) Mortgage lender. 2.07% MCRL MICREL, INC. Analog semiconductors 2.06% for cell phones and laptops. QLGC QLOGIC CORP. 1.99% Semiconductors for storage networking. CTSH COGNIZANT TECHNOLOGY SOLUTIONS 1.94% CORP., CLASS A Professional technology services. * 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. SECTOR BREAKDOWN** [PIE CHART] <Table> TECHNOLOGY 38.6% HEALTH CARE 22.8% INFORMATION TECHNOLOGY 14.2% INDUSTRIALS 6.8% PRODUCER DURABLES 5.8% FINANCIALS 3.7% CONSUMER DISCRETIONARY 3.1% UTILITIES 2.4% MATERIALS & PROCESSING 1.4% OTHER 1.2% </Table> ** Excludes short-term investments, if any. GROWTH OF A $10,000 INVESTMENT [LINE GRAPH] WASATCH GLOBAL SCIENCE & DATE TECHNOLOGY FUND LIPPER SCIENCE AND TECHNOLOGY INDEX RUSSELL 2000 TECHNOLOGY INDEX NASDAQ COMPOSITE INDEX 12/19/2000 10,000 10,000 10,000 10,000 3/31/2001 7,990 6,403 6,990 7,018 3/31/2002 11,020 5,585 6,739 7,061 3/31/2003 7,439 3,516 3,789 5,155 3/31/2004 12,265 5,391 6,509 7,701 3/31/2005 11,479 5,094 5,502 7,764 + INCEPTION: DECEMBER 19, 2000. THE LIPPER SCIENCE & TECHNOLOGY INDEX is a composite of mutual funds that invest in science and technology companies and have investment objectives similar to those of the Fund. THE RUSSELL 2000 TECHNOLOGY INDEX is a capitalization-weighted index of companies that serve the electronics and computer industries or that manufacture products based on the latest applied science. 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 NASDAQ COMPOSITE INDEX is unmanaged and measures all Nasdaq domestic and non-U.S. based common stocks listed on The Nasdaq Stock Market. The Index is market-value weighted. This means each company's security affects the Index in proportion to its market value. The market value, the last sale price multiplied by total shares outstanding, is calculated throughout the trading day, and is related to the total value of the Index. Due to their number and size, technology stocks tend to dominate the direction of the Index. YOU CANNOT INVEST IN THESE INDEXES. 7 HERITAGE GROWTH FUND -- MANAGEMENT DISCUSSION MARCH 31, 2005 [PHOTO OF CHRIS BOWEN] [PHOTO OF RYAN SNOW] CHRIS BOWEN RYAN SNOW PORTFOLIO MANAGER PORTFOLIO MANAGER SIX MONTH REVIEW The Wasatch Heritage Growth Fund posted a return of 9.36% in the six months ended March 31, 2005. The Fund's return fell behind the Russell Midcap Growth Index, which added 12.04% and the Russell Midcap Index, which gained 13.37%. We have added the Russell 1000 Growth Index as a benchmark for the Fund. We feel it is a more relevant benchmark than the S&P 500(R) Index, which we plan to drop. The Fund performed better than the Russell 1000 Growth Index, which gained 4.71%. The S&P 500 Index gained 6.89% in the six-month period. A large drop in a single company's stock price was responsible for the majority of the underperformance during the period. Doral Financial, one of Puerto Rico's largest mortgage finance companies, was by far the biggest detractor from the Fund's overall return. We believe this was primarily due to uncertainty created by the company's accounting for complex non-cash earnings transactions and, to a lesser extent, interest rate fears. We are looking closely at Doral's accounting for non-cash earnings. The Fund's health care holdings made the largest positive contribution to the return during the period. The Fund and the Russell Midcap Growth Index (the "Index") had a nearly identical weight in this sector, so stock selection was primarily responsible for our outperformance versus the Index in this sector. Our managed care companies added the most to the Fund's return in this sector, following an upward trend-line since last November's presidential election. Before then, many health care stocks had an overhanging cloud of uncertainty regarding the federal government's impact on this sector. Top performers among the Fund's holding during the past six months were Pacificare Health Systems, a managed care provider; Wellpoint, a health benefits company; and Health Management Associates, an owner and operator of general acute care and psychiatric hospitals. Homebuilding companies dominate our holdings in the producer durables sector. We were overweight versus the Index, and our holdings performed better than those in the benchmark. NVR and Lennar were the Fund's top contributors in this sector. NVR, which operates two business segments along the mid-Atlantic corridor, homebuilding and mortgage lending, was also the Fund's best-performing stock during the period. NVR reported strong per-share earnings growth for the fourth quarter and full year 2004. Profits came primarily from an uptick in building activity. Lennar, a 30-year veteran homebuilder, also had solid 2004 earnings growth and continued to execute well on its business plan. As a group, the stock prices of our consumer discretionary holdings were up less than those in the Index. The Fund's underweighting was the main reason we underperformed the Index in this sector. Stock price weakness in a few of the retail companies the Fund held also contributed to the underperformance. We believe the weakness reflected the market's wariness over a financially strapped consumer, an anxiousness we think is a bit overblown. Among our detractors were Amazon.com, the online retailer, and Puma, the sports footwear company. We took advantage of stock price weakness to add to the Fund's weightings in Best Buy, a retailer of consumer electronics and home-office products, and Bed Bath & Beyond, a "big box" retailer of domestics merchandise. We generally strive to invest in companies whose earnings are not heavily dependent on the direction of the U.S. economy. This approach bore fruit during the period, as some of our larger weights in this sector--AutoZone, an auto parts and accessories retailer, Esprit, a mostly European fashion chain, and Chico's, a retailer of upscale women's apparel -- added value. The Fund's technology holdings pulled ahead of those in the Index during the six-month period. However, because the Fund was weighted at approximately half the benchmark weight, our tech stocks had less of an effect on our overall return. Over the past year, we have focused on buying what we believed were high quality technology stocks at favorable prices, largely in the analog semiconductor space. Two of the biggest contributors to the Fund's performance in this sector were National Semiconductor, a supplier of analog and mixed-signal products, and QLogic, a provider of networking storage. We are encouraged by both companies' continuing efforts to drive margin growth from higher value products, which is a key investment theme we look for within this sector. The Fund had no holdings in the materials and processing and consumer staples sectors and only a couple of holdings in the energy sector. Our lack of exposure to these sectors detracted from the Fund's performance versus the Index. OUTLOOK The earnings growth of our companies has been strong and our projections suggest that this trend is likely to continue. We are very comfortable with our companies' fundamentals, and remain committed to our investment strategy of using bottom-up research to uncover what we believe are great companies at reasonable valuations. Valuation risk remains our biggest concern, but we have long believed that the most costly companies are those with poor business models and uncertain earnings prospects. By remaining disciplined and by not chasing growth for growth's sake, we believe we can invest in high quality companies at attractive prices -- the fuel we use in the Fund's growth engine. We appreciate the opportunity to manage your assets. 8 HERITAGE GROWTH FUND -- PORTFOLIO SUMMARY MARCH 31, 2005 AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION 1 YEAR 5 YEARS 6/18/04* ------ ------- -------- WASATCH HERITAGE GROWTH FUND N/A N/A 7.83% Russell Midcap Growth Index N/A N/A 9.39% Russell 1000 Growth Index N/A N/A -0.19% Russell Midcap Index N/A N/A 15.02% S&P 500* Index N/A N/A 5.75% PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. WASATCH FUNDS WILL DEDUCT A FEE OF 2% FROM REDEMPTION PROCEEDS ON FUND SHARES HELD TWO MONTHS OR LESS. PERFORMANCE DATA DOES NOT REFLECT THE DEDUCTION OF THIS FEE WHICH, IF CHARGED, WOULD REDUCE THE PERFORMANCE QUOTED. THE TABLE ABOVE DOES NOT REFLECT THE DEDUCTION OF TAXES THAT YOU WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. TO OBTAIN THE MOST RECENT MONTH-END PERFORMANCE, PLEASE VISIT WWW.WASATCHFUNDS.COM OR CALL 800.551.1700. INVESTMENT RETURNS AND PRINCIPAL VALUE WILL FLUCTUATE AND SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. THE ADVISOR HAS ABSORBED, CURRENTLY OR IN THE PAST, CERTAIN FUND EXPENSES, WITHOUT WHICH TOTAL RETURNS WOULD HAVE BEEN LOWER. Equity investing involves risks, including potential loss of the principal amount invested. 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. *Returns less than a year are not annualized. TOP 10 EQUITY HOLDINGS** TICKER COMPANY % OF FUND - ------ ------- --------- APOL APOLLO GROUP, INC., CLASS A 3.68% Higher education For working adults. TEVA TEVA PHARMACEUTICAL INDUSTRIES LTD. ADR 3.00% Pharmaceuticals. DRL DORAL FINANCIAL CORP. 2.97% Puerto Rican bank. NFB NORTH FORK BANCORPORATION, INC. 2.86% Regional bank. CBH COMMERCE BANCORP, INC. 2.68% Commercial banking, Corporate trust and Insurance brokerage services. AZO AUTOZONE, INC. 2.48% Discount auto parts retailer. BBBY BED BATH & BEYOND, INC. 2.36% Household goods retailer. WLP WELLPOINT, INC. 2.28% Health maintenance organization. NVR NVR, INC. 2.23% Homebuilder. NXTP NEXTEL PARTNERS, INC., CLASS A 2.20% Wireless service provider. ** 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. SECTOR BREAKDOWN+ [PIE CHART] <Table> CONSUMER DISCRETIONARY 24.2% FINANCIAL SERVICES 18.5% HEALTH CARE 17.5% TECHNOLOGY 13.8% PRODUCER DURABLES 11.5% FINANCIALS 4.0% UTILITIES 3.2% AUTOS & TRANSPORTATION 2.7% OTHER 2.6% ENERGY 2.0% </Table> + Excludes short-term investments, if any. GROWTH OF A $10,000 INVESTMENT [LINE GRAPH] DATE WASATCH HERITAGE GROWTH FUND RUSSELL MIDCAP GROWTH INDEX RUSSELL 1000 GROWTH INDEX RUSSELL MIDCAP INDEX S&P 500 INDEX 6/18/2004++ 10,000 10,000 10,000 10,000 10,000 6/30/2004 10,030 10,206 10,057 10,232 10,083 7/31/2004 9,470 9,530 9,489 9,784 9,749 8/31/2004 9,450 9,412 9,442 9,827 9,788 9/30/2004 9,860 9,764 9,532 10,146 9,894 10/31/2004 9,940 10,095 9,680 10,425 10,045 11/30/2004 10,500 10,616 10,013 11,061 10,452 12/31/2004 11,143 11,125 10,406 11,532 10,808 1/31/2005 10,913 10,827 10,059 11,246 10,544 2/28/2005 11,133 11,101 10,166 11,593 10,766 3/31/2005 10,783 10,939 9,981 11,502 10,575 ++ INCEPTION: JUNE 18, 2004. 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 RUSSELL 1000 GROWTH INDEX measures the performance of those Russell 1000 Index companies with higher price-to-book ratios and higher forecasted growth values. THE RUSSELL MIDCAP INDEX is an unmanaged total return index of the 800 smallest companies in the Russell 1000 Index, as ranked by total market capitalization. THE S&P 500 INDEX includes 500 of the United States, largest stocks from a broad variety of industries. The Index is unmanaged but is a commonly used measure of common stock total return performance. YOU CANNOT INVEST DIRECTLY IN THESE INDEXES. 9 INTERNATIONAL GROWTH FUND -- MANAGEMENT DISCUSSION MARCH 31, 2005 [PHOTO OF MIKE GERDING] MIKE GERDING, CFA PORTFOLIO MANAGER SIX MONTH REVIEW In the six months ended March 31, 2005, the Wasatch International Growth Fund was up 12.53%. Despite these positive results, the Fund underperformed the MSCI World Ex-U.S.A. Small Cap Index, which gained 22.06%. As of March 31, we owned 89 companies in 21 countries. The weighted average market capitalization of the Fund was $1.31 billion, while the median market cap was $630 million. The Fund's country and sector weightings result from our search for companies that meet our growth and quality criteria rather than an allocation strategy. Japan continued to be our largest country weight and we increased our weighting during the period to almost 18%. However, we were still under the Index weight of nearly 28% and our underweighting was a source of our underperformance. Although the Japanese economy has improved, lingering problems have made it a challenge to find companies in Japan that meet our growth criteria. The best performing Japanese company we held was En-Japan, a Japanese Internet employment company. En-Japan's business has grown due to increased employment activity. As of March 31, we were overweight in emerging markets compared to the Index. India, our largest weight at over 5%, contributed positively to the Fund's performance versus the Index. Many companies in emerging markets are growing rapidly and their stocks trade at attractive multiples, even when we consider the added volatility in these markets. The Fund was overweight in the consumer discretionary sector and performed in line with the Index. Pantaloon, an Indian retailer, and Bijou Brigitte, a German retailer of costume jewelry, were significant contributors. Our overweighting in health care meant that this sector contributed more to the Fund's performance even though the prices of our stocks were a little weaker than those in the Index. The Fund benefited from the strong performance of Orpea, one of our larger positions. Orpea is meeting a critical need for nursing home beds in France and has grown due to strong demand for nursing home services. Angiotech Pharmaceuticals, a Canadian company that develops Pharmaceuticals for use with medical devices, was a detractor due to general weakness in biotechnology stocks. Three sectors -- industrials, consumer staples and financials -- held back performance relative to the Index. In the industrials sector, our underweighting and the stock price decline of Accord Customer Care Solutions were the main reasons we underperformed in this sector. Accord is a Singapore-based provider of maintenance and warranty work for the mobile phone industry that has struggled. Our weighting in the consumer staples sector was about half that of the Index. Two holdings -- Sugi Pharmacy and Wumart Stores -- suffered stock price declines that caused this sector to detract slightly from the Fund's performance. Conversely, the Index's consumer staples sector made a significant contribution to its performance. In the financials sector, the Fund was underweighted and underperformed the Index. Doral Financial, one of Puerto Rico's leading banks and mortgage lenders, was the biggest detractor. Doral's stock price declined largely as the result of investors becoming concerned about the company's accounting for complex non-cash earnings transactions. We have reduced our position and are closely monitoring Doral. The stock price of Home Capital Group, a Canadian mortgage lender, appreciated during the period due to strong demand for mortgages in Canada. Another solid contributor was AWD, a German financial services company that is benefiting from changes in Germany's pension system. Our lack of holdings in the materials sector hurt us over the last six months as commodity prices have risen. It has been difficult to find growth stocks that meet our criteria, as companies in this sector tend to be slow growing and dependent on commodity pricing. The dollar's weakness helped the Fund's performance in the last six months. We expect the dollar to rise slightly over the course of 2005, but do not expect to see a significant change in currencies during the year. We believe that the dollar has long-term structural problems which weigh on it, but the relative strength of the U.S. economy and the widening interest rate differential will likely support the dollar this year. As a result, we expect the impact of the dollar's strength or weakness on the Fund to be minimal. OUTLOOK Rising oil prices and higher interest rates are likely to slow the U.S. economy in the second half of 2005 and keep job growth sub-par. We think U.S. consumer spending will slow as a result of these factors. This is important to us because many Asian businesses could be negatively impacted if spending by U.S. consumers slows down. After visits by our team to Japan in early 2005, we feel more encouraged by the progress of the Japanese economy. Despite long-standing concerns, it appears that economic growth, consumer spending and job growth are better than the figures seemed to indicate and may be pointing to more sustainable economic growth. We expect Continental Europe to continue to lag economically throughout the year. As we discussed in our last report, we think that structural problems will continue to dampen the economic growth of countries in this region. Despite this expectation, we remain optimistic about the European companies we hold. They are either companies in industries like health care that are not economically sensitive, or they are unique companies in fast growing niches. Often, these niches are growing because of structural changes happening in Europe. We believe that companies like AWD and Orpea, mentioned above, have the potential to succeed regardless of economic conditions. We continue to work hard to build a portfolio of small, rapidly growing companies that we believe are among the best in the world. We appreciate your investment in the Wasatch International Growth Fund. 10 INTERNATIONAL GROWTH FUND -- PORTFOLIO SUMMARY MARCH 31, 2005 AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION 1 YEAR 5 YEARS 6/28/02 ------ ------- --------------- WASATCH INTERNATIONAL GROWTH FUND 12.15% N/A 20.04% MSCI World Ex-U.S.A. Small Cap Index 20.74% N/A 25.19% PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. WASATCH FUNDS WILL DEDUCT A FEE OF 2% FROM REDEMPTION PROCEEDS ON FUND SHARES HELD TWO MONTHS OR LESS. PERFORMANCE DATA DOES NOT REFLECT THE DEDUCTION OF THIS FEE WHICH, IF CHARGED, WOULD REDUCE THE PERFORMANCE QUOTED. THE TABLE ABOVE DOES NOT REFLECT THE DEDUCTION OF TAXES THAT YOU WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. TO OBTAIN THE MOST RECENT MONTH-END PERFORMANCE, PLEASE VISIT WWW.WASATCHFUNDS.COM OR CALL 800.551.1700. INVESTMENT RETURNS AND PRINCIPAL VALUE WILL FLUCTUATE AND SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. THE ADVISOR HAS ABSORBED, CURRENTLY OR IN THE PAST, CERTAIN FUND EXPENSES, WITHOUT WHICH TOTAL RETURNS WOULD HAVE BEEN LOWER. Investing in foreign securities entails special risks, such as currency fluctuations and political uncertainties, which are described in more detail in the prospectus. Investments in small cap funds can be more volatile and loss of principal could be greater than investing in large cap or more diversified funds. TOP 10 EQUITY HOLDINGS* TICKER COMPANY % OF FUND - ------ ------- ---------- AWD GR AWD HOLDING AG 2.58% (Germany) Financial services. 4666 JP PARK24 CO. LTD. (Japan) 2.29% Parking lot operator. EKTAB SS ELEKTA AB, CLASS B 2.19% (Sweden) Radiology equipment. UDG ID UNITED DRUG PLC 2.14% (Ireland) Pharmaceuticals. ORP FP ORPEA (France) 2.13% Nursing homes. SIA LN SOCO INTERNATIONAL PLC 2.08% (United Kingdom) Oil and gas developer. HDFCB IN HDFC BANK LTD. 2.02% (India) Consumer bank. STMN SW STRAUMANN HOLDING AG 1.97% (Switzerland) Dental implants. CPW LN CARPHONE WAREHOUSE GROUP 1.93% plc (United Kingdom) Cell phones and telecom services retailer. 4849 JP EN- JAPAN, INC. 1.89% (Japan) Internet employment agency. * 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. SECTOR BREAKDOWN** [PIE CHART] <Table> CONSUMER DISCRETIONARY 24.9% HEALTH CARE 19.5% INFORMATION TECHNOLOGY 15.4% INDUSTRIALS 15.1% FINANCIALS 10.5% CONSUMER STAPLES 7.1% ENERGY 4.3% TELECOMMUNICATION SERVICES 1.8% UTILITIES 1.4% </Table> ** Excludes short-term investments, if any. GROWTH OF A $10,000 INVESTMENT [LINE GRAPH] DATE WASATCH INTERNATIONAL GROWTH FUND MSCI WORLD EX-U.S.A. SMALL CAP INDEX 6/28/2002+ 10,000 10,000 3/31/2003 8,610 8,295 3/31/2004 14,760 15,403 3/31/2005 16,554 18,597 + INCEPTION: JUNE 28, 2002. THE MSCI WORLD EX-U.S.A. SMALL CAP INDEX is an unmanaged index that measures the performance of stocks with market capitalizations between U.S. $200 million and $1.5 billion across 22 developed markets, excluding the United States. YOU CANNOT INVEST IN THE INDEX. 11 INTERNATIONAL OPPORTUNITIES FUND -- MANAGEMENT DISCUSSION MARCH 31, 2005 The Wasatch International Opportunities Fund is managed by a team of Wasatch portfolio managers. REVIEW SINCE INCEPTION Since inception on January 27, 2005 through March 31, 2005, the Wasatch International Opportunities Fund was down 1.50%, while the MSCI World Ex-U.S.A. Small Cap Index was up 4.13%. As of March 31, we had invested about 70% of the Fund's assets. January typically is a strong month for international small cap stocks and this year was no different. Starting in February, we have proceeded somewhat cautiously as many of the stocks we had targeted moved up significantly in January. Over the next few months, we look forward to finding more opportunities to invest. During the Fund's first year of operation, we expect to focus our efforts on building a solid foundation. We are optimistic about our prospects for success on this front because we have found an abundance of international companies at our market capitalization level that we feel have outstanding investment potential. In addition, these stocks often trade at attractive multiples because their growth prospects and positive investment characteristics are not being fully recognized by other investors. From the perspective of Fund performance, however, we think this could be a difficult year given the investment backdrop. The MSCI World Ex-U.S.A. Small Cap Index posted returns of over 60% in 2003 and nearly 30% in 2004. Two years of strong performance by the Index has created a high hurdle for returns in 2005. In addition, rising interest rates in the U.S. increases the perception of the risks of investing abroad and will likely increase the volatility of global markets. Since the beginning of the year, our team has made trips to Scandinavia, Japan and Europe. A senior analyst on the Fund resided in Paris for two months meeting the management teams of many companies in France, Switzerland, Germany and elsewhere in Europe. We believe these in- country visits help create a strong framework for comparing European companies with those in other parts of the world. There is no question that finding growing companies is more challenging in Continental Europe where the economic growth has not been supportive. However, we cannot underestimate the return potential of companies that are restructuring, improving their margins and adapting through cost reduction to difficult conditions, especially if those companies are small, nimble and underfollowed by market analysts. We spent two weeks in Japan where we saw many small companies, some of which were added to the Fund. One exciting development we noted was the budding turnaround in the Japanese real estate market. After suffering through 14 years of declining property values, the Japanese real estate market seems to have bottomed out. In Japan, unlike major metropolitan areas in the U.S., it is cheaper to buy than to rent, which makes Japanese properties attractive investments. The Fund has invested in a number of property-related stocks including Japanese real estate investment trusts (J-REITs). We feel the emergence of J-REITs, a relatively new way to invest in Japanese properties, is positive for the property market and we expect them to become increasingly attractive to investors. In the energy sector, the Fund holds small exploration and production companies and service companies in Canada, Norway and Australia. We have found that small energy companies can offer attractive growth prospects when experienced management teams use the latest technology to increase the production of older oil fields and develop fields in contiguous areas. Governments, particularly those that rely on North Sea oil fields where production has been decreasing, are recognizing the value of these small companies. Major oil companies typically view these types of fields as of diminishing significance to their operations. A unique area of investment for the Fund is in listed stock exchanges. We own shares in the New Zealand Stock Exchange, Osaka Securities Exchange and Oslo Stock Exchange. In our opinion, these exchanges are high quality businesses that are returning cash to shareholders. In general, we think listed stock exchanges are exceptional businesses where their growth is driven by the broad growth in capital market instruments offered by them including bonds, equities and interest rate derivatives. In talking to the management teams of these exchanges we also learned of their interest in listing more smaller companies. We see many opportunities in foreign markets to invest in companies with attractive long-term growth prospects. A couple of examples are RaySearch, a Swedish software company that optimizes dosage for radiology treatment, and Unisteel, a Singapore manufacturer of fasteners for hard disk drives that is benefiting from the growth in consumer electronics like the iPod. OUTLOOK We expect the Wasatch International Opportunities Fund to differ from other international funds in that we are focused on investing in micro cap companies (market capitalizations of less than $1 billion in U.S. dollars). In addition, the small asset size of the Fund allows us to take meaningful positions in small and micro cap companies. Another way the Fund will differ from the MSCI World Ex-U.S.A. Small Cap Index and other comparable mutual funds is that we expect to own more stocks in the markets of Asia and the Pacific Rim. Our 'map of the world,' developed through extensive research, indicates that there are attractive investment opportunities in markets such as Korea, Taiwan, Hong Kong and Singapore. As stated earlier, we expect this year to be one of striving to build a strong foundation for the Fund. We are excited about the opportunities we are seeing from the world's growing small and micro cap companies. We are working hard to invest in those companies that we believe offer the best potential for the long-term growth of your assets. Thank you for the trust you have placed in Wasatch by investing in the International Opportunities Fund. 12 INTERNATIONAL OPPORTUNITIES FUND -- PORTFOLIO SUMMARY MARCH 31, 2005 AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION 1 YEAR 5 YEARS 1/27/05* ------ ------- --------------- WASATCH INTERNATIONAL OPPORTUNITIES FUND N/A N/A -1.50% MSCI World EX-U.S.A. Small Cap Index N/A N/A 4.13% PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. WASATCH FUNDS WILL DEDUCT A FEE OF 2% FROM REDEMPTION PROCEEDS ON FUND SHARES HELD TWO MONTHS OR LESS. PERFORMANCE DATA DOES NOT REFLECT THE DEDUCTION OF THIS FEE WHICH, IF CHARGED, WOULD REDUCE THE PERFORMANCE QUOTED. THE TABLE ABOVE DOES NOT REFLECT THE DEDUCTION OF TAXES THAT YOU WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. TO OBTAIN THE MOST RECENT MONTH-END PERFORMANCE, PLEASE VISIT WWW.WASATCHFUNDS.COM OR CALL 800.551.1700. INVESTMENT RETURNS AND PRINCIPAL VALUE WILL FLUCTUATE AND SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. THE ADVISOR HAS ABSORBED, CURRENTLY OR IN THE PAST, CERTAIN FUND EXPENSES, WITHOUT WHICH TOTAL RETURNS WOULD HAVE BEEN LOWER. Investing in foreign securities entails special risks, such as currency fluctuations and political uncertainties, which are described in more detail in the prospectus. Investments in small cap funds can be more volatile and loss of principal could be greater than investing in large cap or more diversified funds. *Returns less than a year are not annualized. TOP 10 EQUITY HOLDINGS** TICKER COMPANY % OF FUND - ------- --------------------------------------- --------- ACTA NO ACTA HOLDINGS ASA 1.59% (Norway) Financial advisory services. RAYB SS RAYSEARCH LABORATORIES 1.49% (Sweden) Dosage software for radiology. NZX NZ NEW ZEALAND EXCHANGE LTD. 1.35% (New Zealand) Securities exchange. RLS SP RAFFLES EDUCATION CORP. LTD. 1.29% (Singapore) For-profit education. 6432 JP TAKEUCHI MANUFACTURING CO. 1.26% LTD. (Japan) Construction machinery manufacturer. SES CN SAXON ENERGY SERVICES, INC. 1.03% (Canada) Oil and gas developer. ISR GR ISRA VISION SYSTEMS AG 1.03% (Germany) Robotics software. 4065 JP KIBUN FOOD CHEMIFA CO. LTD. 1.00% (Japan) Soymilk products. PSI CN PASON SYSTEMS, INC. (Canada) 0.99% Oil field measurement equipment. BMY LN BLOOMSBURY PUBLISHING PLC 0.98% (United Kingdom) Publishing company. ** 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. SECTOR BREAKDOWN+ [PIE CHART] INDUSTRIALS 26.3% CONSUMER DISCRETIONARY 15.7% INFORMATION TECHNOLOGY 14.8% FINANCIALS 11.7% CONSUMER STAPLES 8.5% ENERGY 8.3% HEALTH CARE 7.7% MATERIALS 6.0% TECHNOLOGY 1.0% + Excludes short-term investments, if any. GROWTH OF A $10,000 INVESTMENT [LINE GRAPH] DATE WASATCH INTERNATIONAL OPPORTUNITIES FUND MSCI WORLD EX-U.S.A. SMALL CAP INDEX - --------- ---------------------------------------- ------------------------------------ 1/27/2005++ 10,000 10,000 1/31/2005 10,000 10,154 2/28/2005 10,100 10,585 3/31/2005 9,850 10,413 ++ INCEPTION: JANUARY 27,2005. THE MSCI WORLD EX-U.S.A. SMALL CAP INDEX is an unmanaged Index that measures the performance of stocks with market capitalizations between U.S. $200 million and $1.5 billion across 22 developed markets, excluding the United States. YOU CANNOT INVEST IN THE INDEX. 13 MICRO CAP FUND -- MANAGEMENT DISCUSSION MARCH 31, 2005 [PHOTO OF ROBERT GARDINER] ROBERT GARDINER, CFA PORTFOLIO MANAGER [PHOTO OF DANIEL CHACE] DANIEL CHACE, CFA PORTFOLIO MANAGER SIX MONTH REVIEW The Wasatch Micro Cap Fund had a return of 12.90% for the six months ended March 31,2005. The Russell 2000 Index, widely used to gauge the performance of small company stocks, returned 8.00% over the same period. Positive contributions from holdings in many sectors helped the Fund outperform the Russell 2000 Index. Overall, good stock selection was the primary reason we outperformed. It is also worth noting that several international stocks added significantly to the Fund's return during the period. The retail and business services stocks that comprise the majority of the Fund's holdings in the consumer discretionary sector did well as most companies met our earnings expectations. Our overweighting and the substantially better performance of our holdings helped this sector contribute far more to the Fund's performance than to the Index's. Good results were evenly spread, including Bijou Brigitte, a European retailer of inexpensive jewelry. Other notable contributions came from AMN Healthcare, a temporary health care staffing company, and from Guitar Center, a chain of music stores. AMN's strong fundamentals reflected the company's pricing power in an industry suffering from a dearth of qualified medical personnel, particularly travel nurses. Guitar Center has demonstrated effectiveness at marketing to hobbyists and professionals. The Fund' weighting in the financial services sector was less than half the Index sector weight. Due to a combination of this lower weighting and the solid performance of our holdings, the financial services sector contributed more to the Fund's return than it did to the Index's. Home Capital Group, a Canadian mortgage lender, was the standout performer. However, faced with a strong headwind of rising interest rates, the near-term prospects of these stocks are uncertain. We believe that our companies are fairly well insulated against interest rate risk, but we cannot predict how discriminating investors will be in the face of generally rising rates. In the technology sector, good stock selection and a sub- stantial overweighting meant this sector contributed more to the performance of the Fund than it did to that of the Index. Over the past year, we have focused on buying what we believed were high quality technology stocks at favorable prices. The stock price of Tessera Technologies rose in expectation of continued growth after the chip-packaging company settled a licensing dispute. The stock price of PLX Technology, a developer of semiconductor devices, rose in anticipation of a successful product launch. Biacore, a Swedish manufacturer of scientific instruments, has projected a profitable 2005. In addition, the software designer Verisity agreed to be acquired at a premium. All four stocks added to our results. Producer durables stocks also made a positive contribution to the Fund's results. We were slightly underweight in this sector compared to the Russell 2000 Index but the Fund's holdings significantly outperformed. This under- scores how important fundamental, company-by-company research is to Wasatch's investment process. We believe we have been successful in this sector because we have identified several companies whose management skills add value in an industry in which an average company grows roughly at the rate of the overall economy. Our one notable detractor was inTest, a manufacturer of docking hardware used by semiconductor manufacturers. inTest's stock price was down in response to the company's slower order growth. Similar to the technology sector, the Fund's health care sector was more than double the Index weight and, on an aggregate basis, our health care stocks were up more than those in the Index. Cyberonics, a medical device company, did well after the U.S. Food & Drug Administration reversed its prior stance and issued a letter stating that it considered Cyberonics' device to treat depression to be approvable. As a result, the company's stock price gain added significantly to the Fund's performance. The announcement that specialty drug distributor Accredo Health would be acquired also had a big positive effect. AmSurg, an owner of ambulatory surgery centers, also helped, although the company's management lowered guidance on 2005 earnings late in the period and this has deflated the stock somewhat. There were also a couple of notable misses in health care. The share price of Odyssey HealthCare, a provider of hospice care, continued to struggle. We reduced our stake in the company when it appeared that a Justice Department investigation into the company's government reimbursement claims could slow patient referrals from hospitals and physicians. Abaxis, which has an innovative point-of-care device for blood testing, lost momentum as its business struggled. A substantial portion of the return generated by the Russell 2000 Index was attributable to the energy and materials and processing sectors. Generally speaking, we have had little exposure to these commodity-related industries for some time. The Fund's lack of exposure to these strong- performing sectors has been a drag on performance over the past year. We are diligently trying to find businesses in these areas that have sustainable earnings growth and are not dependent on the direction of commodity prices. OUTLOOK We follow a disciplined strategy that seeks to invest in high quality growth companies at reasonable valuations. Keeping that strategy in mind, and given the correction in micro cap stock prices subsequent to the end of the period, valuations look more interesting for many of the companies we typically like to own. We continue to turn over all stones to identify attractive companies in which to invest. We would like to thank you for the opportunity to manage your assets. 14 MICRO CAP FUND -- PORTFOLIO SUMMARY MARCH 31, 2005 AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION 1 YEAR 5 YEARS 6/19/95 ------ ------ --------------- WASATCH MICRO CAP FUND 4.45% 20.89% 26.58% Russell 2000 Index 5.41% 4.01% 9.71% PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. WASATCH FUNDS WILL DEDUCT A FEE OF 2% FROM REDEMPTION PROCEEDS ON FUND SHARES HELD TWO MONTHS OR LESS. PERFORMANCE DATA DOES NOT REFLECT THE DEDUCTION OF THIS FEE WHICH, IF CHARGED, WOULD REDUCE THE PERFORMANCE QUOTED. THE TABLE ABOVE DOES NOT REFLECT THE DEDUCTION OF TAXES THAT YOU WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. TO OBTAIN THE MOST RECENT MONTH-END PERFORMANCE, PLEASE VISIT WWW.WASATCHFUNDS.COM OR CALL 800.551.1700. INVESTMENT RETURNS AND PRINCIPAL VALUE WILL FLUCTUATE AND SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. THE ADVISOR HAS ABSORBED, CURRENTLY OR IN THE PAST, CERTAIN FUND EXPENSES, WITHOUT WHICH TOTAL RETURNS WOULD HAVE BEEN LOWER. Investments in micro cap funds can be more volatile and loss of principal could be greater than investing in large cap or more diversified funds. Investing in foreign securities entails special risks, such as currency fluctuations and political uncertainties, which are described in more detail in the prospectus. TOP 10 EQUITY HOLDINGS* TICKER COMPANY % OF FUND - ------ -------------------------------------------- --------- AMSG AMSURG CORP. 4.18% Outpatient surgery centers. BGFV BIG 5 SPORTING GOODS CORP. 2.89% Sporting goods retailer. AHS AMN HEALTHCARE SERVICES, INC. 2.77% Health care staffing. OIIM 02MICRO INTERNATIONAL LTD. 2.10% Semiconductors to increase power efficiency. GTRC GUITAR CENTER, INC. 1.95% Music stores. PLXT PLX TECHNOLOGY, INC. 1.95% Semiconductors to accelerate and manage data transfer. ICLR ICON PLC ADR Clinical research services 1.94% for the global pharmaceutical industry. USAK USA TRUCK, INC. 1.93% Trucking company. CYBX CYBERONICS, INC. 1.82% Implantable medical devices. USPH U.S. PHYSICAL THERAPY,INC. 1.69% Physical therapists. * Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Finds or their Advisor. SECTOR BREAKDOWN** [PIE CHART] HEALTH CARE 24.7% CONSUMER DISCRETIONARY 24.5% TECHNOLOGY 18.4% FINANCIAL SERVICES 8.2% INFORMATION TECHNOLOGY 6.2% PRODUCER DURABLES 6.1% AUTOS & TRANSPORTATION 4.2% INDUSTRIALS 2.7% OTHER 2.6% FINANCIALS 2.4% ** Excludes short-term investments, if any. GROWTH OF A $10,000 INVESTMENT [LINE GRAPH] DATE WASATCH MICRO CAP FUND RUSSELL 2000 INDEX 6/19/1995+ 10,000 10,000 3/31/1996 14,850 11,857 3/31/1997 15,021 12,463 3/31/1998 25,583 17,699 3/31/1999 23,687 14,821 3/31/2000 38,856 20,349 3/31/2001 47,700 17,230 3/31/2002 72,254 19,639 3/31/2003 58,250 14,343 3/31/2004 96,066 23,499 3/31/2005 100,342 24,771 + INCEPTION: JUNE 19,1995. 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 IN THE INDEX. 15 MICRO CAP VALUE FUND -- MANAGEMENT DISCUSSION MARCH 31,2005 [PHOTO OF JOHN MALOOLY] JOHN MALOOLY, CFA PORTFOLIO MANAGER [PHOTO OF BRIAN BYTHROW] BRIAN BYTHROW, CFA PORTFOLIO MANAGER SIX MONTH REVIEW The Wasatch Micro Cap Value Fund had a return of 10.61% for the six months ended March 31,2005. The Fund's return was higher than that of the Russell 2000 Index, which was up 8.00%. Our consumer discretionary stocks contributed the most to the Fund's return. The Fund was weighted below the Russell 2000 Index, but our selection of retail stocks pulled ahead of those comprising the sector benchmark. Three of our top performers in this sector were international companies: Bijou Brigitte, a European retailer of inexpensive jewelry and accessories; Allen-Vanguard, a Canadian company that develops anti-terrorism products, and easyhome, Canada's largest rent-to-own retailer. Bijou's solid earnings reflected good business execution. Allen-Vanguard completed a merger in the period that added to its stock value. With easyhome, Wasatch's investment team leveraged its knowledge of the U.S. rent-to-own market with an international company. The financial services sector also was a big contributor. Our smaller niche lending and regional banking stocks generally did well, which helped us to outperform the Index despite our underweighting in this sector. Notable contributors included Home Capital Group, a Canadian home mortgage lender whose business continues to benefit from heavy loan demand, and Nicholas Financial, a consumer auto finance company. Despite the Fund's generally good returns from this sector overall, some of our financial stocks lagged later in the period. Weakness was mostly confined to a handful of companies that suffered from what we believe was concern over rising short-term interest rates. Detractors included Encore Capital Group, a purchaser and manager of charged-off consumer receivable portfolios, and Wilshire Bancorp, a regional ethnic bank. We remain positive on both companies' long-term prospects. Our holdings in the health care sector, in which the Fund was overweight compared to the Index, contributed to our outperformance. Medical technology companies led the pack, including Cyberonics, whose stock price was up sharply on the news that the U.S. Food & Drug Administration, reversing an earlier decision, announced that it would consider approving a device developed by the company to treat depression. Other significant contributions came from Computer Programs & Systems, a health care information systems company, and NuVasive, a company that makes devices used to treat spine disorders. Both companies' share prices were up as a result of strong fourth quarter and full-year 2004 earnings growth. Partially detracting from these results were Ista Pharmaceuticals, a developer of products used to treat serious eye conditions, and Discovery Partners International, a provider of technology used in drug discovery efforts. Ista reported losses in the fourth quarter and 2004, which was partly due to higher business expenses and slower than expected new product approvals. We believe Discovery Partners' shares dropped due to concerns over the company's reliance on a single customer. In addition, we reduced our stake in Odyssey Healthcare, a hospice care provider, when it appeared that a Justice Department investigation into the company's reimbursement claims could slow its growth. The Fund had a relative small weighting in energy stocks. Although our energy stocks were up more, we did not outperform the Index in this sector due to our underweighting. The largest contributor in this sector was Energy Partners, an oil and natural gas exploration and production company that has located potentially substantial undersea oil and gas reserves in the Gulf of Mexico. Harvest Natural Resources detracted from performance as its stock price dropped in response to a decision by the Venezuelan government that could affect the company's operations. Our underweight technology stocks added modestly to the Fund's returns and our holdings advanced slightly faster than the comparable sector in the Russell 2000 Index. Over the past year we have focused on buying what we believed were high quality technology stocks at favorable prices. This effort was rewarded by our investment in PLX Technology, a supplier of high-performance hardware and software design tools. Another top contributor was Isra Vision Systems AG, a company that provides machine vision systems used in contact lens manufacturing. The Fund had no holdings in the utilities sector and only a small weight in the materials and processing sector. Being underweighted in these areas held back the Fund's performance relative to the Index. Although the Fund missed out on the performance of two of the Index's better performing sectors, we are not too distressed when we consider that few companies in these sectors meet our selection criteria. The Fund's international holdings, which are widely spread among the sectors included in the Fund, once again performed well. In fact, nine of the Fund's 25 top-performing companies as of March 31 were located outside the U.S. OUTLOOK Although high valuations are our biggest concern, in general we think small companies have the potential to post higher growth than large companies. Our approach seeks to identify companies with superior operating margins relative to the average company comprising the Russell 2000 Index, and then to invest in only those few companies that have what we believe are great business models and franchises. We have trimmed some of our more expensive stocks, while looking for opportunities that we think may have better upside potential. By remaining disciplined and patient, we believe our shareholders will be rewarded as opportunities arise to invest at favorable prices over the course of the year. We appreciate the opportunity to manage your assets. 16 MICRO CAP VALUE FUND -- PORTFOLIO SUMMARY MARCH 31, 2005 AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION 1 YEAR 5 YEARS 7/28/03 ------ ------- --------------- WASATCH MICRO CAP VALUE FUND 4.51% N/A 23.39% Russell 2000 Index 5.41% N/A 18.15% PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. WASATCH FUNDS WILL DEDUCT A FEE OF 2% FROM REDEMPTION PROCEEDS ON FUND SHARES HELD TWO MONTHS OR LESS. PERFORMANCE DATA DOES NOT REFLECT THE DEDUCTION OF THIS FEE WHICH, IF CHARGED, WOULD REDUCE THE PERFORMANCE QUOTED. THE TABLE ABOVE DOES NOT REFLECT THE DEDUCTION OF TAXES THAT YOU WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. TO OBTAIN THE MOST RECENT MONTH-END PERFORMANCE, PLEASE VISIT WWW.WASATCHFUNDS.COM OR CALL 800.551.1700. INVESTMENT RETURNS AND PRINCIPAL VALUE WILL FLUCTUATE AND SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. THE ADVISOR HAS ABSORBED, CURRENTLY OR IN THE PAST, CERTAIN FUND EXPENSES, WITHOUT WHICH TOTAL RETURNS WOULD HAVE BEEN LOWER. Investments in micro cap funds can be more volatile and loss of principal could be greater than investing in large cap or more diversified funds. Investing in foreign securities entails special risks, such as currency fluctuations and political uncertainties, which are described in more detail in the prospectus. TOP 10 EQUITY HOLDINGS* TICKER COMPANY % OF FUND - ------- ---------------------------------------- --------- PLXT PLX TECHNOLOGY, INC. 2.48% Semiconductors to accelerate and manage data transfer. APTI ADVANCED POWER TECHNOLOGY, INC. 2.33% High performance power semiconductors. NPTH ENPATH MEDICAL, INC. 2.12% Advanced vascular delivery products. EH CN EASYHOME LTD.(Canada) 2.07% Rent-to-own retailer. BIJ GR BIJOU BRIGITTE AG (Germany) 2.05% Costume jewelry retailer. NUVA NUVASIVE, INC. 2.04% Medical devices for spine surgery. LGVN LOGICVISION, INC. 1.92% Embedded test technology for complex semiconductors. VRS CN ALLEN- VANGUARD CORP.(Canada) 1.71% Containment and disposal of explosives. EZM CN EUROZINC MINING CORP.(Canada) 1.67% Copper mines. COB/SV/ COOLBRANDS INTERNATIONAL, INC. 1.67% ACN (Canada) Frozen desserts manufacturer/ distributor. * 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. SECTOR BREAK DOWN** [PIE CHART] HEALTH CARE 24.3% FINANCIAL SERVICES 17.1% CONSUMER DISCRETIONARY 13.4% TECHNOLOGY 9.2% INDUSTRIALS 9.0% PRODUCER DURABLES 8.2% OTHER 7.3% AUTOS & TRANSPORTATION 4.4% ENERGY 3.8% INFORMATION TECHNOLOGY 3.3% ** Excludes short-term investments,if any. GROWTH OF A $10,000 INVESTMENT [LINE GRAPH] DATE WASATCH MICRO CAP VALUE FUND RUSSELL 2000 INDEX 7/28/2003+ 10,000 10,000 9/30/2003 10,450 10,316 12/31/2003 12,059 11,814 3/31/2004 13,610 12,553 6/30/2004 13,460 12,613 9/30/2004 12,860 12,252 12/31/2004 14,621 13,979 3/31/2005 14,224 13,233 + INCEPTION: JULY 28,2003. 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 IN THE INDEX. 17 SMALL CAP GROWTH FUND -- MANAGEMENT DISCUSSION MARCH 31, 2005 [PHOTO OF JEFF CARDON] JEFF CARDON, CFA PORTFOLIO MANAGER SIX MONTH REVIEW The Wasatch Small Cap Growth Fund had a return of 12.43% in the six months ended March 31, 2005. The Fund's return was higher than the 8.00% return posted by the Russell 2000 Index, a widely used benchmark for the performance of small company stocks. Our bottom-up investment strategy, which pays attention to captured earn- ings growth, aided our results. Average annual earnings growth reported during the fourth quarter of 2004 for companies held by the Fund was strong at an estimated 24%. We have been enjoying a two-year period of above-average growth, fueled by strong revenue growth and margin expansion. Looking out, we expect continued strong growth but believe further margin expansion will be harder to achieve. In other words, we still see strong earnings growth but more in line with revenue growth, which we project in the high teens. We think that a disciplined investment strategy aimed at capturing this growth should result in favorable returns. Health care stocks made the largest contribution to our outperformance relative to the Index. The announcement that Accredo Health would be acquired added to portfolio returns in this sector. In addition, many of our top health care holdings enjoyed strong fundamentals, including AMERIGROUP, AmSurg, and American Healthways. These good results were partially offset by Odyssey HealthCare, a hospice care provider, and by Medicis Pharmaceutical, which makes dermatological products. Odyssey has suffered from increased regulatory scrutiny and slowing demand, while Medicis announced a merger agreement that precipitated a stock price decline. In the consumer discretionary sector, our retail stocks also added to performance. Strength was well distributed across many of the retail businesses we owned, including O'Reilly Automotive, an automotive parts retailer/distribu- tor; Carter's, a children's apparel retailer; Hibbett Sporting Goods, a sporting goods chain; and Chico's, an upscale women's clothing retailer. In selecting retail companies we seek to invest in companies that, in general, we believe can grow earnings regardless of the economic backdrop. Our homebuilding stocks helped us outperform the producer durables sector of the Index despite our underweighting in this sector. Clearly, the Fund has benefited from a strong housing market in the U.S. as well as from investing in what we think are some of the best run and most dynamic companies in the housing industry. Our portfolio management style is more prone to take profits in stocks that have enjoyed such huge run-ups in price. While we have been taking profits in our housing stocks, we have been less aggressive in our selling because these stocks are still priced at reasonable valuations. The Fund's weighting in financial services was about half that of the Index. While our holdings fared slightly better than those in the Index, the Fund underperformed the Index in this sector due to our underweighting. The Fund benefited from holding HDFC Bank, a consumer bank in India, and Calamos Asset Management, a closely held investment management firm. On the other hand, Doral Financial, one of the largest mortgage finance companies in Puerto Rico, hurt our returns. Doral's weak stock price was partly attributable to interest rate fears but mostly due to accounting issues relating to complex non-cash earnings transactions. While we continue to like the company as a long-term opportunity, these accounting issues have created enough uncertainty to prevent us from adding to our position. Doral represented less than 0.50% of the Fund's assets as of March 31, 2005. Technology stocks continued to struggle. Over the past year, we have focused on buying what we believed were high quality technology stocks at favorable prices. Our disciplined approach helped us outperform the Index in the technology sector. Two of the biggest contributors were Tessera Technologies, a semiconductor packaging company, and Cognizant Technology Solutions, a provider of information technology services. Tessera has enjoyed rapidly expand- ing earnings, a rarity in today's weak market for technology products. Tessera also settled an intellectual property lawsuit. Cognizant did well as more businesses turn to offshore outsourcing as a way to improve productivity. The acquisition of Verisity, a software company, also added value. Two technology holdings were notable detractors from performance -- Kintera, a provider of software solutions for non-profit organizations, and Micrel, a maker of analog semiconductors. While the stock prices of these companies were weak, we remain positive on their long-term prospects. The Fund had no holdings in the energy sector and few holdings in the consumer staples and materials and processing sectors. These sectors were among the largest contributors to the performance of the Index due to the recent run-up in oil and other commodity prices. We have a hard time finding companies in these sectors that have identifiable competitive barriers to entry. We believe that in the long run we are better off investing in companies that offer longterm growth opportunities with defensible barriers. OUTLOOK In the past six months, Fund performance benefited from the overall strong earnings growth of our portfolio companies. This good performance was a result of good stock selection in spite of a market that was more focused on com- modity-oriented industries. If these commodity-oriented industries begin to weaken, we believe the Fund will enjoy a performance tailwind instead of the headwind we have been fighting recently. Price-to-earnings (P/E) ratios have been at the higher end of their long-term range, but recent market weakness has created a more favorable valuation environment. Our investment strategy is geared to investing in what we believe are high quality companies at rational prices, so we view the recent decline in the market as an investment opportunity. Thank you for the opportunity to manage your assets. We take our fiduciary responsibilities seriously and appreciate the trust you have placed in Wasatch. 18 SMALL CAP GROWTH FUND -- PORTFOLIO SUMMARY MARCH 31,2005 AVERAGE ANNUAL TOTAL RETURNS 1YEAR 5 YEARS 10 YEARS ----- ------- -------- WASATCH SMALL CAP GROWTH FUND 8.78% 10.66% 14.97% ---- ----- ----- Russell 2000 Index 5.41% 4.01% 10.43% ---- ----- ----- PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. WASATCH FUNDS WILL DEDUCT A FEE OF 2% FROM REDEMPTION PROCEEDS ON FUND SHARES HELD TWO MONTHS OR LESS. PERFORMANCE DATA DOES NOT REFLECT THE DEDUCTION OF THIS FEE WHICH, IF CHARGED, WOULD REDUCE THE PERFORMANCE QUOTED. THE TABLE ABOVE DOES NOT REFLECT THE DEDUCTION OF TAXES THAT YOU WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. TO OBTAIN THE MOST RECENT MONTH-END PERFORMANCE, PLEASE VISIT WWW.WASATCHFUNDS.COM OR CALL 800.551.1700. INVESTMENT RETURNS AND PRINCIPAL VALUE WILL FLUCTUATE AND SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. THE ADVISOR HAS ABSORBED, CURRENTLY OR IN THE PAST, CERTAIN FUND EXPENSES, WITHOUT WHICH TOTAL RETURNS WOULD HAVE BEEN LOWER. Investments in small cap funds can be more volatile and loss of principal could be greater than investing in large cap or more diversified funds. TOP 10 EQUITY HOLDINGS* TICKER COMPANY % OF FUND - ------ ---------------------------------------------- --------- ORLY O'REILLY AUTOMOTIVE, INC. 4.08% Automotive parts retailer/distributor. AMSG AMSURG CORP. 3.03% Outpatient surgery centers. TECH TECHNE CORP. 2.62% Complex, disposable research kits for biotech. KNX KNIGHT TRANSPORTATION,INC. 2.59% Long haul trucking and logistic services. NXTP NEXTEL PARTNERS, INC.,CLASS A 2.21% Wireless service provider. AMHC AMERICAN HEALTHWAYS, INC. 2.00% Disease management services. GTRC GUITAR CENTER, INC. 1.99% Music stores. CARS CAPITAL AUTOMOTIVE 1.99% Specialized reit. YCC YANKEE CANDLE CO.,INC. 1.96% Scented candle manufacturer. MTH MERITAGE HOMES CORP. 1.90% Homebuilder. * 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. SECTOR BREAKDOWN** [PIE CHART] CONSUMER DISCRETIONARY 28.2% HEALTH CARE 25.5% TECHNOLOGY 18.1% FINANCIAL SERVICES 11.4% PRODUCER DURABLES 4.4% AUTOS & TRANPORTATION 2.8% FINANCIALS 2.7% OTHER 2.6% UTILITIES 2.4% INFORMATION TECHNOLOGY 1.9% ** Excludes short-term investments, any. GROWTH OF A $10,000 INVESTMENT [LINE GRAPH] DATE WASATCH SMALL CAP GROWTH FUND RUSSELL 2000 INDEX - --------- ----------------------------- ------------------ 3/31/1995 10,000 10,000 3/31/1996 12,591 12,905 3/31/1997 11,939 13,564 3/31/1998 17,084 19,263 3/31/1999 16,201 16,131 3/31/2000 24,322 22,147 3/31/2001 24,936 18,753 3/31/2002 33,347 21,375 3/31/2003 25,057 15,611 3/31/2004 37,100 25,576 3/31/2005 40,358 26,960 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 IN THE INDEX. 19 SMALL CAP VALUE FUND -- MANAGEMENT DISCUSSION MARCH 31, 2005 [PHOTO OF JIM LARKINS] JIM LARKINS, MBA PORTFOLIO MANAGER [PHOTO OF JOHN MAZANEC] JOHN MAZANEC, MBA PORTFOLIO MANAGER SIX MONTH REVIEW The Wasatch Small Cap Value Fund gained 9.99% in the six months ended March 31,2005 and outperformed the Russell 2000 Value Index, which gained 8.70%. Contributions from our holdings in the consumer discretionary, producer durables, and autos and transportation sectors drove the Fund's outperformance of the Index. Since the beginning of 2005, the U.S. equity markets have experienced widespread weakness as surging energy prices, rising short-term interest rates and better than expected economic growth raised the specter of inflation. While we are pleased with the Fund's performance, these factors plus fairly rich valuation multiples for many sectors of the equity market have caused us to become more cautious in our outlook. Consumer discretionary was the Fund's top contributor and second largest sector weight. Global Imaging Systems, a company that sells and services office-imaging equipment, was the best contributor in this sector. We sold Casual Male, a big and tall men's clothing retailer. While we initially liked the company's turnaround story, ongoing research indicated that Casual Male's concept may be difficult to execute and that earnings power was not high enough to make the stock attractive even at depressed levels. In the producer durables sector, the Fund benefited from investments in homebuilders -- Meritage Homes, NVR, Toll Brothers and Hovnanian Enterprises. We feel our homebuilders have solid businesses and the potential to sustain growth over the long-term as they take market share from smaller, independent builders, gain economies of scale and are disciplined in managing their balance sheets. The Fund was slightly underweighted in the producer durables sector but the substantially better performance of our holdings allowed us to outperform the Index in this sector. The Fund's autos and transportation sector was overweighted compared to the Index and our holdings were up significantly more than those in the Index. Trucking companies, in general, have benefited as demand has outpaced supply. We feel we have invested in solid operators at attractive prices and these companies contributed to the Fund's return. Aftermarket auto parts suppliers, Aftermarket Technology and Keystone Automotive Industries, also contributed. Our financial services holdings were not up as much as those in the Index and we underperformed in this sector due to our significant overweighting. In general, financial services stocks have performed poorly since the start of 2005. Several factors appeared to be responsible including concern over higher interest rates, reduced net interest margin due to a relatively flat yield curve, and lower profits for some companies due to increased competition. While we recognized these concerns, we were attracted to many of our holdings due to their valuation, ability to perform well in a reasonable environment where interest rates do not increase or decrease drastically in a short time, and potential for long-term growth and greater profits. Nevertheless, Saxon Capital, Redwood Trust and Commercial Capital Bancorp suffered stock price declines as investors attempted to estimate the impact of these factors. The Fund's biggest detractor was Doral Financial, the dominant home mortgage lender in Puerto Rico. Doral's stock price declined on concerns about how the company accounts for complex non-cash earnings transactions. We are re-evaluating this investment. We have been repositioning in financial services by decreasing our weight in subprime lenders and putting more assets into prime lenders. To that end, we sold New Century Financial and Friedman, Billings, Ramsey. Although our holdings in the materials and processing sector were up considerably more than those in the Index, our underweighting meant that the contribution from this sector was less than that of the Index. Mobile Mini, a company that refurbishes shipping containers and leases them as storage units, was the top contributor to the Fund's performance. The company's stock price has appreciated as the return on assets and investment has improved. We were still underweight in the energy sector relative to the Index despite increasing our weighting in the period. Our underweighting and the weaker performance of our holdings caused us to underperform the Index in this sector. Harvest Natural Resources was the Fund's biggest detractor in this sector due to an adverse decision by the Venezuelan government. We believe the company's current stock price reflects this risk but we are monitoring the situation. We continue working to find companies in the materials and processing and energy sectors that meet our investment criteria. The primary challenge is to find investments at prices that provide suitable downside protection if commodity and energy prices fall from their high recent levels. The utilities sector made a solid contribution to the Index's performance. Our lack of holdings in this sector held back the Fund's performance relative to the Index. OUTLOOK The U.S. economy appears to be on a moderate growth path and gradually rising interest rates should help to control inflation. However, growth may be hampered by rising energy prices or deteriorating economic indicators. For value investors, stock price appreciation is a double-edged sword. The overall strong performance of value-oriented small company stocks in the last two years has made it more challenging to find undervalued small companies. We continue to be diligent in our research and feel that our investment discipline will bear fruit if we are patient and insist upon investing in companies that offer both quality and value. We appreciate your investment in the Wasatch Small Cap Value Fund. 20 SMALL CAP VALUE FUND -- PORTFOLIO SUMMARY MARCH 31, 2005 AVERAGE ANNUAL TOTAL RETURNS SINCE INCEPTION 1 YEAR 5 YEARS 12/17/97 ------ ------- --------------- WASATCH SMALL CAP VALUE FUND 3.62% 17.45% 19.09% Russell 2000 Value Index 9.79% 15.42% 9.99% PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. WASATCH FUNDS WILL DEDUCT A FEE OF 2% FROM REDEMPTION PROCEEDS ON FUND SHARES HELD TWO MONTHS OR LESS. PERFORMANCE DATA DOES NOT REFLECT THE DEDUCTION OF THIS FEE WHICH, IF CHARGED, WOULD REDUCE THE PERFORMANCE QUOTED. THE TABLE ABOVE DOES NOT REFLECT THE DEDUCTION OF TAXES THAT YOU WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. TO OBTAIN THE MOST RECENT MONTH-END PERFORMANCE, PLEASE VISIT WWW.WASATCHFUNDS.COM OR CALL 800.551.1700. INVESTMENT RETURNS AND PRINCIPAL VALUE WILL FLUCTUATE AND SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. THE ADVISOR HAS ABSORBED, CURRENTLY OR IN THE PAST, CERTAIN FUND EXPENSES, WITHOUT WHICH TOTAL RETURNS WOULD HAVE BEEN LOWER. Investments in small cap funds can be more volatile and loss of principal could be greater than investing in large cap or more diversified funds. TOP 10 EQUITY HOLDINGS* TICKER COMPANY % OF FUND - ------ ------- --------- ACF AMERICREDIT CORP. 3.72% Subprime automobile lender. RWT REDWOOD TRUST, INC. 2.75% Jumbo ARM mortgage REIT. SAX SAXON CAPITAL, INC. 2.70% Subprime mortgage REIT. NTY NBTY, INC. 2.24% Nutritional supplements manufacturer/retailer. LAD LITHIA MOTORS, INC., CLASS A 2.18% Auto retailer. KEYS KEYSTONE AUTOMOTIVE INDUSTRIES, INC. Aftermarket auto replacement parts. 2.10% ATAC AFTERMARKET TECHNOLOGY CORP. Aftermarket auto replacement parts. 2.02% CCBI COMMERCIAL CAPITAL BANCORP, INC. 1.97% Regional bank specializing in multifamily residential loans. HOV HOVNANIAN ENTERPRISES, INC., CLASS A Homebuilder. 1.90% HBG HUB INTERNATIONAL LTD. Insurance broker. 1.81% * 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. SECTOR BREAKDOWN** [PIE CHART] FINANCIAL SERVICES 38.3% CONSUMER DISCRETIONARY 21.2% AUTOS & TRANSPORTATION 9.2% TECHNOLOGY 7.1% PRODUCER DURABLES 6.7% FINANCIALS 5.8% OTHER 3.6% ENERGY 3.2% MATERIALS & PROCESSING 2.6% CONSUMER STAPLES 2.3% **Excludes short-term investments, if any. GROWTH OF A $10,000 INVESTMENT [LINE GRAPH] DATE WASATCH SMALL CAP VALUE FUND RUSSELL 2000 VALUE INDEX - ---------- ---------------------------- ------------------------ 12/17/1997+ 10,000 10,000 3/31/1998 11,650 11,076 3/31/1999 9,750 8,636 3/31/2000 15,986 9,780 3/31/2001 19,331 11,683 3/31/2002 27,539 14,457 3/31/2003 19,260 11,092 3/31/2004 34,479 18,244 3/31/2005 35,727 20,030 + INCEPTION: DECEMBER 17, 1997. 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 IN THE INDEX. 21 ULTRA GROWTH FUND -- MANAGEMENT DISCUSSION MARCH 31, 2005 [PHOTO OF KAREY BARKER] KAREY BARKER, CFA PORTFOLIO MANAGER [PHOTO OF AJAY KRISHNAN] AJAY KRISHNAN, CFA PORTFOLIO MANAGER SIX MONTH REVIEW The Wasatch Ultra Growth Fund gained 9.85% in the past six months and outperformed the Russell 2000 Growth Index, which gained 7.23% but slightly underperformed the Russell 2500 Growth Index, which gained 9.94%. The Fund's substantially heavier weightings in the health care and technology sectors and the better performance of our holdings in these sectors were the primary reasons we outperformed the Russell 2000 Growth Index (the "Index"). Health care was the Fund's biggest contributor during the period led by Accredo Health, our largest holding and top contributor overall. Accredo, a company that provides services for individuals with chronic diseases, announced in February that it had received an offer to be acquired by Medco Health Solutions. This announcement sent Accredo's stock price dramatically higher. We reduced our position to capture profits and control position size. After the roller coaster ride we have endured with Accredo's stock price over the past two years, this was a nice validation of our confidence in the quality and intrinsic value of this company. We sold Odyssey Healthcare, a hospice care provider, when it appeared that a Justice Department investigation into the company's government reimbursement claims could slow patient referrals from hospitals and physicians. We were also concerned that higher legal costs could limit Odyssey's ability to meet our long-term earnings growth expectations. Nevertheless, Odyssey was the Fund's largest detractor. Last summer, weak stock prices in the technology sector presented some opportunities to initiate or increase positions in what we felt were high quality, fast growing semiconductor companies. This proved to be a good move as a number of these investments made solid contributions and helped us outperform this sector of the Index. Our best performing technology stock was Tessera Technologies, a company that licenses a patented, proprietary method for packaging components on semiconductor chips. Tessera's stock price rose as the company won settlement of an intellectual property lawsuit. Three technology holdings were significant detractors -- Kintera, a provider of software solutions for non-profit organizations, Micrel, a maker of analog semiconductors for cell phones and laptops, and Lionbridge Technologies, an information technology services outsourcer. In the consumer discretionary sector, we took new positions in a couple of companies that provide education for working adults. We also found opportunities to invest in a few attractively valued fast growing retailers. Nevertheless, we remained underweight in this sector compared to the Index. Our consumer discretionary holdings contributed to the Fund's performance led by The Advisory Board Co., O'Reilly Automotive and AMN Healthcare Services. Our underweighting meant that we underperformed the Index in this sector. Over the past six months, we have increased our weighting in the financial services sector where we have historically been underweight compared to the Index. At the end of the period the Fund was slightly overweight. We moved into this sector because we were able to find rationally valued companies that met our growth criteria at a time when we felt that companies of comparable quality in other sectors were overvalued. While we believe our financial services holdings are attractive long-term investments, their stock prices generally declined during the period primarily in response to rising interest rates. The financial services sector detracted from the Fund's performance but contributed slightly to the Index's performance. Doral Financial, a Puerto Rican bank and home mortgage lender, was the Fund's biggest detractor in this sector. Doral's stock price decline was primarily due to accounting issues related to complex non-cash earnings transactions. We are reviewing our position in the company. On the positive side, the Fund benefited from investments in AmeriCredit, a sub-prime automobile lender, and HDFC Bank, a consumer bank in India. Two sectors, where we typically have had little exposure due to their dependence on commodity pricing, made solid contributions to the Index's performance. We had no holdings in the energy sector, which continued to benefit from rising oil and gas prices. We had few holdings in the materials and processing sector. Our technology-related holdings in this sector did not keep pace with companies in this sector of the Index whose results were driven by the increasing strength of commodity prices. OUTLOOK We expect the health care and technology sectors to continue to be principal drivers of economic growth in the United States. We remain comfortable with the Fund's heavy weightings in these sectors and with the overall quality of the health care and technology companies we hold. While there is some concern over inflation, the U.S. economy appears to be on a moderate growth path. However, unpredictable energy prices or contradictory economic indicators may have a dampening effect on growth. In the market, we are seeing a few more opportunities to invest in what we believe are fast-growing companies at rational prices, though we remain somewhat concerned about valuations. We continue to monitor the companies held in the Fund and buy, sell or adjust position sizes based on valuation, our ongoing research and the confidence we have in the ability of individual companies to achieve high growth rates. We believe the best way we can help you achieve your long-term investment objectives is to adhere to our discipline of investing in fast growing companies at rational prices. We appreciate your investment in the Wasatch Ultra Growth Fund. 22 ULTRA GROWTH FUND -- PORTFOLIO SUMMARY MARCH 31, 2005 AVERAGE ANNUAL TOTAL RETURNS 1 YEAR 5 YEARS 10 YEARS ------ ------- -------- WASATCH ULTRA GROWTH FUND -6.51% 9.87% 13.12% Russell 2000 Growth Index -0.87% -6.60% 5.80% Russell 2500 Growth Index 3.91% -5.87% 8.29% PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. WASATCH FUNDS WILL DEDUCT A FEE OF 2% FROM REDEMPTION PROCEEDS ON FUND SHARES HELD TWO MONTHS OR LESS. PERFORMANCE DATA DOES NOT REFLECT THE DEDUCTION OF THIS FEE WHICH, IF CHARGED, WOULD REDUCE THE PERFORMANCE QUOTED. THE TABLE ABOVE DOES NOT REFLECT THE DEDUCTION OF TAXES THAT YOU WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. TO OBTAIN THE MOST RECENT MONTH-END PERFORMANCE, PLEASE VISIT WWW.WASATCHFUNDS.COM OR CALL 800.551.1700. INVESTMENT RETURNS AND PRINCIPAL VALUE WILL FLUCTUATE AND SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. THE ADVISOR HAS ABSORBED, CURRENTLY OR IN THE PAST, CERTAIN FUND EXPENSES, WITHOUT WHICH TOTAL RETURNS WOULD HAVE BEEN LOWER. Investments in small cap funds can be more volatile and loss of principal could be greater than investing in large cap or more diversified funds. TOP 10 EQUITY HOLDINGS* TICKER COMPANY % OF FUND - ------ ------- --------- NSM NATIONAL SEMICONDUCTOR Corp. Analog semiconductors. 4.05% USPI UNITED SURGICAL PARTNERS INT'L., INC. Short-stay surgical centers. 4.00% AMSG AMSURG CORP. Outpatient surgery centers. 3.14% SRX SRA INTERNATIONAL, INC. CLASS A Information technology services for government agencies. 3.03% ACS AFFILIATED COMPUTER SERVICES, INC., CLASS A Outsource provider of business and information technology services. 3.00% PDX PEDIATRIX MEDICAL GROUP, INC. National network of neonatalogists. 2.69% MCHP MICROCHIP TECHNOLOGY, INC. Proprietary chip manufacturer. 2.57% ABCO THE ADVISORY BOARD CO. Health care business consulting. 2.55% ACF AMERICREDIT CORP. Subprime automobile lender. 2.51% OIIM O2MICRO INTERNATIONAL LTD. Semiconductors to increase power efficiency. 2.43% *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. SECTOR BREAKDOWN** [PIE CHART] <Table> TECHNOLOGY 31.4% HEALTH CARE 27.7% CONSUMER DISCRETIONARY 17.3% FINANCIAL SERVICES 9.8% FINANCIALS 4.0% INFORMATION TECHNOLOGY 3.5% PRODUCER DURABLES 3.2% UTILITIES 1.9% MATERIALS & PROCESSING 0.9% OTHER 0.3% </Table> **Excludes short-term investments, if any. GROWTH OF A $10,000 INVESTMENT [LINE GRAPH] DATE WASATCH ULTRA GROWTH FUND RUSSELL 2000 GROWTH INDEX RUSSELL 2500 GROWTH INDEX - --------- ------------------------- ------------------------- ------------------------- 3/31/1995 10,000 10,000 10,000 3/31/1996 13,815 13,137 13,175 3/31/1997 12,049 12,372 13,035 3/31/1998 15,778 17,466 18,072 3/31/1999 16,221 15,538 16,587 3/31/2000 21,434 24,713 30,012 3/31/2001 21,081 14,875 17,515 3/31/2002 30,693 15,611 18,925 3/31/2003 23,084 10,674 13,385 3/31/2004 36,699 17,415 21,345 3/31/2005 34,312 17,567 22,180 THE RUSSELL 2000 GROWTH INDEX 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. THE RUSSELL 2500 GROWTH INDEX measures the performance of those Russell 2500 Index companies with higher price-to-book ratios and higher forecasted growth values. YOU CANNOT INVEST IN THESE INDEXES. 23 U.S. TREASURY FUND -- MANAGEMENT DISCUSSION MARCH 31, 2005 [PHOTO OF VAN R. HOISINGTON] VAN R. HOISINGTON PORTFOLIO MANAGER SIX MONTH REVIEW For the past six months, the Wasatch-Hoisington U.S. Treasury Fund returned 4.27%, well above the 0.47% increase in the Lehman Brothers Aggregate Bond Index. The Federal Reserve Board (Fed) raised the overnight lending rate by 0.25% four times in the last six months. As a result, yields on two, five, and 10 year Treasury notes increased during the period. Yields on the long end of the Treasury market (bonds with maturities longer than 20 years) declined to 4.76% as of March 31, 2005 from 4.89% on September 30, 2004. Market rates on long zero coupon Treasury bonds fell even more. The key question is why long-dated Treasury bonds like those held by the Fund outperformed shorter-dated Treasury notes and bills when the economy was seemingly growing above trend and key measures of inflation were rising. One explanation may be that sponsors of defined benefit pension plans recognized that sound pension fund management requires greater matching of liabilities and assets. This would tend to increase the demand for long-dated Treasuries, thereby boosting their price. Over time, this push for matching assets and liabilities could have a material effect on the Treasury bond market. A more compelling argument may be that while coincidental indicators of economic activity, like gross domestic product (GDP), were doing well, several leading indicators were faltering. Real GDP increased 3.8% in the fourth quarter, and nearly the same in the first quarter of 2005. However, such measures only tell us where the economy was, not where it is headed. Leading economic indicators suggest that growth will weaken considerably. Noticeable in the mix of anticipatory indicators has been significant weakness in the monetary sector. The money supply as measured by M2* has slumped to a mere 1.9% annualized growth rate in the first three months of 2005. M2 is a component of the Leading Economic Index (LEI) developed by the Conference Board. In 2004, M2 grew by 4.5%, the slowest increase in nine years and far below the 6.7% long-term trend rate of increase. M3* a broader measure of monetary growth, also rose by the smallest percent in nine years in 2004, and likewise moderated to a slim 2.7% annualized pace in the first three months of 2005. An additional broad monetary indicator is the shape of the yield curve, which is measured by the differential between the 10 year Treasury yield and the more short-term focused Federal funds rate -- another LEI component. As short rates have risen, the shape of the yield curve has flattened dramatically. This reduces the profit potential for banks and other financial intermediaries and depresses monetary and credit growth. Also, a rise in short-term rates and a decline in long-term rates usually indicates that bond investors expect economic activity and/or inflation to slow. In addition to key monetary leading indicators, numerous non-monetary leading indicators have retreated significantly from their cyclical highs in 2004. These include average weekly hours in manufacturing, real manufacturer's new orders for consumer goods and materials, vendor performance, real manufacturer's orders for non-defense capital goods, and consumer expectations. OUTLOOK Four considerations suggest that economic activity will slow as 2005 progresses. This will serve to moderate inflation, which in turn should continue to support the trend in lower long-term yields and the Fund's positioning in long-dated and long zero coupon Treasury bonds. First, as just discussed, key monetary and non-monetary leading indicators are deteriorating. Second, consumer outlays are showing signs of slowing, particularly for big-ticket items such as motor vehicles. Slower spending should be expected since in February average weekly earnings, adjusted for inflation, dropped 0.8% below the level of a year ago. Real weekly earnings registered year-over-year declines in nine of the last 10 months. Further, the surge in consumer fuel expenditures relative to wage and salary income is almost comparable to the jump during the oil shock of the early 1970s. In January and February, fuel expenditures comprised 8.1% of income, up 2.0% from the low reached earlier in the decade. This is a considerable "tax" on the American consumer. Third, economic growth in major industrialized foreign countries continues to lag, indicating that the rest of the world will be a drag on domestic activity. Japan remains mired in deflation, with renewed signs of softness in labor markets and consumer spending. Last month, Germany's unemployment rate reached the highest level since 1933, while France's was at a five year high. Key measures of European business and consumer confidence have recently fallen to the lowest levels in the past couple of years. Two factors causing this increasingly synchronized global slowdown are record oil prices and tighter Fed and other central bank policies. These factors are negatives for all world economies. Fourth, the U.S. economy continues to suffer from serious, deep-seated structural imbalances. These problems include high consumer debt and low savings. The saving rate fell to 1.4% last year, the lowest level since 1933, as ratios of private sector and total U.S. debt surged to record highs in the fourth quarter of last year. Additionally, the ever-present shift in high income manufacturing to lower cost labor markets around the globe blunts the positive economic impact of new startups and entrepreneurial activity. Reflecting these considerations, the Fund is invested in long and long zero coupon Treasury bonds. We believe this investment posture is appropriate for providing you with income and capital appreciation over the long term. We appreciate your investment in the Wasatch-Hoisington U.S. Treasury Fund. * M2 money supply consists of currency and checking accounts, consumer-type time and savings accounts and equivalent near monies, while M3 money supply consists of M2 plus business-type time deposits and less liquid near monies. Both M2 and M3 exclude monies and near monies owned by the Treasury, depository institutions and foreign banks and official institutions and IRA and Keogh balances owned by consumers. 24 U.S. TREASURY FUND -- PORTFOLIO SUMMARY MARCH 31, 2005 AVERAGE ANNUAL TOTAL RETURNS 1 YEAR 5 YEARS 10 YEARS ------ ------- -------- WASATCH-HOISINGTON U.S. TREASURY FUND 5.42% 8.66% 8.39% Lehman Bros. Aggregate Bond Index 1.15% 7.14% 7.14% PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. WASATCH FUNDS WILL DEDUCT A FEE OF 2% FROM REDEMPTION PROCEEDS ON FUND SHARES HELD TWO MONTHS OR LESS. PERFORMANCE DATA DOES NOT REFLECT THE DEDUCTION OF THIS FEE WHICH, IF CHARGED, WOULD REDUCE THE PERFORMANCE QUOTED. THE TABLE ABOVE DOES NOT REFLECT THE DEDUCTION OF TAXES THAT YOU WOULD PAY ON FUND DISTRIBUTIONS OR THE REDEMPTION OF FUND SHARES. TO OBTAIN THE MOST RECENT MONTH-END PERFORMANCE, PLEASE VISIT WWW.WASATCHFUNDS.COM OR CALL 800.551.1700. INVESTMENT RETURNS AND PRINCIPAL VALUE WILL FLUCTUATE AND SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. THE ADVISOR HAS ABSORBED, CURRENTLY OR IN THE PAST, CERTAIN FUND EXPENSES, WITHOUT WHICH TOTAL RETURNS WOULD HAVE BEEN LOWER. TOP 10 HOLDINGS* MATURITY % OF HOLDING DATE FUND - --------------------------------- -------- ------ US.TREASURY STRIP, PRINCIPAL ONLY 11/15/27 33.01% US.TREASURY BOND, 7.50% 11/15/24 13.53% US.TREASURY STRIP, PRINCIPAL ONLY 11/15/21 11.69% US.TREASURY BOND, 6.125% 11/15/27 7.23% US.TREASURY BOND, 5.50% 8/15/28 7.13% US.TREASURY BOND, 6.875% 8/15/25 6.48% US.TREASURY STRIP, PRINCIPAL ONLY 8/15/25 5.52% US.TREASURY BOND, 6.75% 8/15/26 4.09% US.TREASURY BOND, 6.375% 8/15/27 4.05% US.TREASURY BOND, 6.625% 2/15/27 3.40% * 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. INVESTMENTS & CASH [PIE CHART] <Table> TREASURY NOTES & BONDS 97.0% SHORT-TERM INVESTMENTS 3.0% </Table> GROWTH OF A $10,000 INVESTMENT [LINE GRAPH] DATE WASATCH-HOISINGTON U.S. TREASURY FUND LEHMAN BROS. AGGREGATE BOND INDEX - --------- ------------------------------------- --------------------------------- 3/31/1995 10,000 10,000 3/31/1996 10,748 11,079 3/31/1997 11,077 11,623 3/31/1998 13,515 13,016 3/31/1999 14,395 13,861 3/31/2000 14,769 14,120 3/31/2001 16,416 15,889 3/31/2002 16,358 16,739 3/31/2003 19,825 18,695 3/31/2004 21,226 19,706 3/31/2005 22,376 19,932 THE LEHMAN BROTHERS 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. To be included in the index the security must meet the following criteria: must have at least one year to final maturity, regardless of call features; must have at least $100 million par amount outstanding; must be rated investment grade or better by Moody's Investors Service, Standard & Poor's, or Fitch Investor's Service; must be fixed rate, although it can carry a coupon that steps up or changes to a predetermined schedule; must be dollar-denominated and must be nonconvertible. All corporate and asset-backed securities must be registered with the SEC; and must be publicly issued. YOU CANNOT INVEST IN THE INDEX. 25 WASATCH FUNDS -- OPERATING EXPENSES 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 March 31, 2005. 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 March 31. 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. In addition, the Funds charge a $15.00 IRA distribution fee, a $12.50 IRA annual maintenance fee and a $10.00 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. HYPOTHETICAL EXAMPLE FOR 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 $10.00 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. 26 MARCH 31, 2005 (UNAUDITED) ACCOUNT VALUE ---------------------------------- EXPENSES EXPENSE BEGINNING OF PERIOD END OF PERIOD PAID RATIO OCTOBER 1, 2004 MARCH 31, 2005 DURING PERIOD* DURING PERIOD* - ---------------------------------------------------------------------------------------------------------------------------- CORE GROWTH FUND Actual return $1,000.00 $1,119.10 $ 6.34 1.20% Hypothetical return before expenses $1,000.00 $1,018.95 $ 6.04 1.20% GLOBAL SCIENCE & TECHNOLOGY FUND Actual return $1,000.00 $1,108.40 $10.25 1.95% Hypothetical return before expenses $1,000.00 $1,015.21 $ 9.80 1.95% HERITAGE GROWTH FUND Actual return $1,000.00 $1,093.60 $ 4.96 0.95% Hypothetical return before expenses $1,000.00 $1,020.19 $ 4.78 0.95% INTERNATIONAL GROWTH FUND Actual return $1,000.00 $1,125.30 $ 9.59 1.81% Hypothetical return before expenses $1,000.00 $1,015.91 $ 9.10 1.81% INTERNATIONAL OPPORTUNITIES FUND(1) Actual return $1,000.00 $ 985.00 $ 3.92 2.25% Hypothetical return before expenses $1,000.00 $1,004.82 $ 3.95 2.25% MICRO CAP FUND Actual return $1,000.00 $1,129.00 $11.57 2.18% Hypothetical return before expenses $1,000.00 $1,014.06 $10.95 2.18% MICRO CAP VALUE FUND Actual return $1,000.00 $1,106.10 $11.81 2.25% Hypothetical return before expenses $1,000.00 $1,013.71 $11.30 2.25% SMALL CAP GROWTH FUND Actual return $1,000.00 $1,124.30 $ 6.25 1.18% Hypothetical return before expenses $1,000.00 $1,019.05 $ 5.94 1.18% SMALL CAP VALUE FUND Actual return $1,000.00 $1,099.90 $ 8.95 1.71% Hypothetical return before expenses $1,000.00 $1,016.40 $ 8.60 1.71% ULTRA GROWTH FUND Actual return $1,000.00 $1,098.50 $ 7.85 1.50% Hypothetical return before expenses $1,000.00 $1,017.45 $ 7.54 1.50% U.S. TREASURY FUND Actual return $1,000.00 $1,042.70 $ 3.82 0.75% Hypothetical return before expenses $1,000.00 $1,021.19 $ 3.78 0.75% - ---------- *Expenses paid during the period are equal to the Fund's annualized expense ratio as indicated, multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (182) divided by the number of days in the fiscal year (365), except for the International Opportunities Fund which had 64 days in the most recent fiscal period due to its inception date of January 27, 2005. (1)Fund inception date was January 27, 2005. 27 CORE GROWTH FUND -- SCHEDULE OF INVESTMENTS SHARES VALUE - --------- ------------ COMMON STOCKS 94.3% AUTO PARTS -- AFTER MARKET 0.6% 580,125 Aftermarket Technology Corp. $ 9,572,062 ------------ BANKS 10.0% 1,375,640 Commerce Bancorp, Inc. 44,667,031 1,846,075 Doral Financial Corp. 40,410,582 272,525 First Community Bancorp 12,072,857 2,109,675 HDFC Bank Ltd. 26,292,434 5,285,562 UTI Bank Ltd. 29,296,320 995,341 W Holding Co., Inc. 10,023,084 ------------ 162,762,308 ------------ BIOTECHNOLOGY RESEARCH AND PRODUCTION 1.0% 356,459 Charles River Laboratories International, Inc.* 16,767,831 ------------ COMMERCIAL SERVICES AND SUPPLIES 6.0% 2,186,146 Copart, Inc.* 51,505,600 724,262 Waste Connections, Inc.* 25,168,104 750,225 WCA Waste Corp.* 7,352,205 461,195 West Corp.* 14,758,240 ------------ 98,784,149 ------------ COMPUTER SERVICES SOFTWARE AND SYSTEMS 4.0% 471,275 CACI International, Inc., Class A* 26,028,518 320,925 QLogic Corp.* 12,997,463 432,600 SRA International, Inc., Class A* 26,064,150 ------------ 65,090,131 ------------ CONSUMER PRODUCTS 0.5% 306,300 Helen of Troy Ltd.* 8,386,494 ------------ DIVERSIFIED FINANCIAL SERVICES 2.4% 1,411,175 Housing Development Finance Corp. Ltd. 23,479,729 1,396,975 U.S.I. Holdings Corp.* 16,456,365 ------------ 39,936,094 ------------ ELECTRONICS 0.8% 702,025 Semtech Corp.* 12,545,187 ------------ ELECTRONICS -- SEMICONDUCTORS/COMPONENTS 4.9% 879,699 AMIS Holdings, Inc.* 9,931,802 3,135,479 ASE Test Ltd.* 15,928,233 852,875 Integrated Circuit Systems, Inc.* 16,306,970 1,851,425 National Semiconductor Corp. 38,157,869 ------------ 80,324,874 ------------ FINANCE COMPANIES 1.3% 373,675 Accredited Home Lenders Holding Co.* 13,538,246 400,575 United PanAm Financial Corp.* 8,167,724 ------------ 21,705,970 ------------ FINANCE -- SMALL LOAN 4.3% 2,984,456 AmeriCredit Corp.* 69,955,649 ------------ FINANCIAL DATA PROCESSING SERVICES AND SYSTEMS 1.4% 658,000 Fair Isaac Corp. 22,661,520 ------------ FINANCIAL -- MISCELLANEOUS 5.5% 490,100 Brown & Brown, Inc. 22,588,709 1,357,081 Fidelity National Financial, Inc. 44,702,248 693,750 First American Corp. 22,852,125 ------------ 90,143,082 ------------ FOOD AND DRUG RETAILING 0.5% 250,000 Shoppers Drug Mart Corp. 8,340,566 ------------ FOODS 2.3% 1,531,250 NBTY, Inc.* $ 38,419,063 ------------ HEALTH CARE FACILITIES 4.2% 635,275 Pharmaceutical Product Development, Inc.* 30,779,074 473,525 Renal Care Group, Inc.* 17,965,539 193,740 Sunrise Senior Living, Inc.* 9,415,764 224,450 United Surgical Partners International, Inc.* 10,273,076 ------------ 68,433,453 ------------ HEALTH CARE MANAGEMENT SERVICES 4.6% 736,100 AMERIGROUP Corp.* 26,911,816 410,325 Pacificare Health Systems* 23,355,699 366,475 Pediatrix Medical Group, Inc.* 25,136,520 ------------ 75,404,035 ------------ HEALTH CARE SERVICES 2.1% 289,574 Express Scripts, Inc.* 25,247,957 209,375 Lincare Holdings, Inc.* 9,260,656 ------------ 34,508,613 ------------ HOME BUILDING 8.5% 1,199,333 D.R. Horton, Inc. 35,068,497 505,850 Hovnanian Enterprises, Inc., Class A* 25,798,350 685,435 M.D.C. Holdings, Inc. 47,740,548 40,373 NVR, Inc.* 31,692,805 ------------ 140,300,200 ------------ INVESTMENT MANAGEMENT COMPANIES 0.5% 600 Brantley Mezzanine Finance, LLC* ** *** + 60,000 537,875 MCG Capital Corp. 8,275,207 ------------ 8,335,207 ------------ LEISURE TIME 1.7% 854,520 SCP Pool Corp. 27,225,007 ------------ MEDICAL AND DENTAL INSTRUMENTS AND SUPPLIES 2.0% 446,063 ICU Medical, Inc.* 15,835,236 1,576,975 PSS World Medical, Inc.* 17,930,206 ------------ 33,765,442 ------------ REAL ESTATE INVESTMENT TRUSTS (REIT) 9.2% 1,307,850 Anworth Mortgage Asset Corp. 12,489,968 761,625 Bimini Mortgage Management, Inc., Class A 10,548,506 154,525 ECC Capital Corp.* 927,150 550,300 Fieldstone Investment Corp.*** + 7,830,549 1,307,750 HomeBanc Corp. 11,560,510 858,400 MortgageIT Holdings, Inc. 13,691,480 667,825 Provident Senior Living Trust*** + 10,785,374 685,825 Redwood Trust, Inc. 35,100,523 1,542,000 Saxon Capital, Inc. 26,522,400 753,475 Thornburg Mortgage, Inc. 21,127,439 ------------ 150,583,899 ------------ RENTAL AND LEASING SERVICES -- CONSUMER 2.2% 1,301,220 Rent-A-Center, Inc.* 35,536,318 ------------ RESTAURANTS 0.5% 336,750 Ruby Tuesday, Inc. 8,179,658 ------------ 28 MARCH 31, 2005 (UNAUDITED) SHARES VALUE - --------- ------------- RETAIL 11.1% 1,316,245 Dollar Tree Stores, Inc.* $ 37,815,719 625,425 Global Imaging Systems, Inc.* 22,177,571 463,950 Group 1 Automotive, Inc.* 12,201,885 311,275 Lithia Motors, Inc., Class A 7,971,753 535,275 Michaels Stores, Inc. 19,430,482 1,342,955 O'Reilly Automotive, Inc.* 66,516,561 737,695 Sonic Automotive, Inc. 16,753,053 ------------- 182,867,024 ------------- SAVINGS AND LOANS 1.6% 1,336,423 Commercial Capital Bancorp, Inc. 27,196,208 ------------- TEXTILES, APPAREL AND LUXURY GOODS 0.6% 262,225 Carter's, Inc.* 10,423,444 ------------- TOTAL COMMON STOCKS (COST $1,203,954,600) 1,548,153,488 ------------- PRINCIPAL AMOUNT VALUE - ----------- -------------- CORPORATE BONDS 0.2% INVESTMENT MANAGEMENT COMPANIES 0.2% $ 3,000,000 BRANTLEY MEZZANINE FINANCE, LLC, 10.00%, 9/21/09*** + $ 2,944,985 -------------- TOTAL CORPORATE BONDS (cost $2,944,985) 2,944,985 -------------- SHORT-TERM INVESTMENTS 5.1% REPURCHASE AGREEMENT 5.1% 82,676,000 Repurchase Agreement dated 3/31/05, 1.85% due 4/1/05 with State Street Bank and Trust Co. collateralized by $62,295,000 of United States Treasury Bonds 7.50% due 11/15/24; value: $84,336,217; repurchase proceeds: $82,680,249 (cost $82,676,000) 82,676,000 1,825,000 Repurchase Agreement dated 3/31/05, 1.85% due 4/1/05 with State Street Bank and Trust Co. col1ateralized by $1,870,000 of United States Treasury Notes 2.50% due 5/31/06; value: $1,862,988; repurchase proceeds: $1,825,094 (cost $1,825,000) 1,825,000 -------------- TOTAL SHORT-TERM INVESTMENTS (cost $84,501,000) 84,501,000 -------------- TOTAL INVESTMENTS (cost $1,291,400,585) 99.6% 1,635,599,473 OTHER ASSETS LESS LIABILITIES 0.4% 6,255,311 -------------- NET ASSETS 100.0% $1,641,854,784 ============== *Non-income producing. **Common units. ***Security was fair valued under procedures adopted by the Board of Directors (see Note 2). +Security purchased in a private placement transaction or under Rule 144A of the Securities Act of 1933 (see Note 8). See notes to financial statements. 29 GLOBAL SCIENCE & TECHNOLOGY FUND -- SCHEDULE OF INVESTMENTS SHARES VALUE - --------- ----------- COMMON STOCKS 98.8% AEROSPACE 1.2% 26,000 MTC Technologies, Inc.* $ 845,000 ----------- AUTO COMPONENTS 0.5% 21,000 Sundaram Clayton Ltd. (India) 336,615 ----------- BANKS 1.3% 71,225 HDFC Bank Ltd. (India) 887,662 ----------- BIOTECHNOLOGY RESEARCH AND PRODUCTION 1.2% 17,275 Isolagen, Inc.* 108,660 33,375 Neurochem, Inc.* (Canada) 397,496 29,175 QIAGEN N.V.* (Netherlands) 348,350 ----------- 854,506 ----------- BUILDING PRODUCTS 0.7% 43,175 IVRCL Infrastructure and Projects Ltd. (India) 468,479 ----------- CASINOS AND GAMBLING 0.3% 6,187 Shuffle Master, Inc.* 179,175 ----------- CHEMICALS 0.5% 11,350 Cabot Microelectronics Corp.* 356,163 ----------- COMMERCIAL INFORMATION SERVICES 0.4% 21,200 Fastclick, Inc.* 254,400 ----------- COMMERCIAL SERVICES AND SUPPLIES 3.2% 279,500 Allen-Vanguard Corp.* (Canada) 1,062,782 4,350 CoStar Group, Inc.* 160,298 30,775 lAC/InterActiveCorp* 685,359 41,101 Wireless Facilities, Inc.* 256,881 ----------- 2,165,320 ----------- COMMUNICATIONS TECHNOLOGY 1.4% 19,250 QUALCOMM, Inc. 705,513 22,405 UTStarcom, Inc.* (China) 245,335 ----------- 950,848 ----------- COMPUTER SERVICES SOFTWARE AND SYSTEMS 13.5% 6,550 CACI International, Inc., Class A* 361,757 28,650 Cognizant Technology Solutions Corp., Class A* 1,323,630 54,017 EPIQ Systems, Inc.* 701,141 21,025 Infosys Technologies Ltd. (India) 1,084,494 32,500 Kanbay International, Inc.* 664,950 22,750 Kintera, Inc.* 120,575 105,100 Kintera, Inc. PIPE* *** + 534,749 20,475 Manhattan Associates, Inc.* 417,076 24,400 Open Solutions, Inc.* 483,852 32,550 Opnet Technologies, Inc.* 272,118 36,375 PDF Solutions, Inc.* 509,250 33,525 QLogic Corp.* 1,357,762 23,650 SRA International, Inc., Class A* 1,424,912 ----------- 9,256,266 ----------- COMPUTER TECHNOLOGY 1.5% 50,250 Dot Hill Systems Corp.* 298,988 39,925 Trident Microsystems, Inc.* 705,874 ----------- 1,004,862 ----------- DIVERSIFIED FINANCIAL SERVICES 2.2% 4,250 Crisil Ltd. (India) $ 66,061 84,825 Housing Development Finance Corp. Ltd. (India) 1,411,354 ----------- 1,477,415 ----------- DRUGS AND PHARMACEUTICALS 4.8% 23,000 Acusphere, Inc.* 124,430 21,400 Angiotech Pharmaceuticals, Inc.* (Canada) 328,490 8,750 Connetics Corp.* 221,287 14,589 Docpharma N.V.* (Belgium) 529,630 56,525 ISTA Pharmaceuticals, Inc.* 558,467 14,950 NeoPharm, Inc.* 116,161 7,000 Northwest Biotherapeutics, Inc.* 1,785 12,250 Taro Pharmaceuticals Industries Ltd.* (Israel) 386,610 14,500 Teva Pharmaceutical Industries Ltd. ADR (Israel) 449,500 120,318 United Drug plc (Ireland) 544,434 ----------- 3,260,794 ----------- ELECTRICAL AND ELECTRONICS 2.6% 36,250 Multi-Fineline Electronix, Inc.* 639,813 36,250 Power Integrations, Inc.* 757,263 34,575 TTM Technologies, Inc.* 361,654 ----------- 1,758,730 ----------- ELECTRICAL EQUIPMENT 1.2% 776,300 Unisteel Technology Ltd. (Singapore) 818,197 ----------- ELECTRICAL EQUIPMENT AND COMPONENTS 0.2% 10,700 Cohu, Inc. 170,665 ----------- ELECTRONIC EQUIPMENT AND INSTRUMENTS 3.0% 4,525 Funkwerk AG (Germany) 208,216 1,016,000 Innovalues Precision Ltd. (Singapore) 301,557 360,000 MFS Technology Ltd. (Singapore) 160,276 3,475 Samsung Electronics Co., Ltd. GDR (Korea) 860,062 61,000 Venture Corp. Ltd. (Singapore) 491,429 ----------- 2,021,540 ----------- ELECTRONICS 1.9% 29,375 CyberOptics Corp.* 366,600 60,525 Nu Horizons Electronics Corp.* 432,754 9,125 Semtech Corp.* 163,064 17,925 Supertex, Inc.* 328,207 ----------- 1,290,625 ----------- ELECTRONICS -- MEDICAL SYSTEMS 1.2% 20,350 EPIX Pharmaceuticals, Inc.* 142,450 15,025 Intuitive Surgical, Inc.* 683,187 ----------- 825,637 ----------- 30 MARCH 31, 2005 (UNAUDITED) SHARES VALUE - --------- ----------- ELECTRONICS -- SEMICONDUCTORS/COMPONENTS 21.3% 84,125 Advanced Power Technology, Inc.* $ 597,288 84,609 Aixtron AG ADR* (Germany) 351,973 18,725 Altera Corp.* 370,381 159,250 ASE Test Ltd.* (Taiwan) 808,990 13,225 DSP Group, Inc.* 340,676 48,275 Integrated Circuit Systems, Inc.* 923,018 19,325 Leadis Technology, Inc.* 115,564 152,425 Micrel, Inc.* 1,405,358 70,325 National Semiconductor Corp. 1,449,398 234,975 O2Micro International Ltd.* (Cayman Islands) 2,417,893 147,050 PLX Technology, Inc.* 1,544,025 4,550 SigmaTel, Inc.* 170,306 32,100 Silicon Laboratories, Inc.* 953,691 50,275 SIPEX Corp.* 116,638 133,950 SiRF Technology Holdings, Inc.* 1,494,882 30,375 Tessera Technologies, Inc.* 1,313,111 4,950 Xilinx, Inc. 144,689 ----------- 14,517,881 ----------- ELECTRONICS -- TECHNOLOGY 0.5% 40,750 EFJ, Inc.* 335,372 ----------- FOOD AND DRUG RETAILING 0.9% 23,600 Sugi Pharmacy Co. Ltd. (Japan) 615,288 ----------- HEALTH CARE EQUIPMENT AND SUPPLIES 3.0% 43,200 Biacore International AB (Sweden) 986,692 64,550 MacroPore Biosurgery, Inc.* (Germany) 174,917 3,975 Straumann Holding AG (Switzerland) 860,627 ----------- 2,022,236 ----------- HEALTH CARE FACILITIES 0.8% 11,200 American Healthways, Inc.* 369,824 4,075 Pharmaceutical Product Development, Inc.* 197,434 ----------- 567,258 ----------- HEALTH CARE MANAGEMENT SERVICES 0.5% 13,600 Computer Programs & Systems, Inc. 381,888 ----------- HEALTH CARE PROVIDERS AND SERVICES 0.8% 15,500 Icon plc ADR* (Ireland) 581,560 ----------- HEALTH CARE SERVICES 1.1% 16,668 Accredo Health, Inc.* 740,226 ----------- INTERNET SOFTWARE AND SERVICES 0.5% 230,625 Opera Software ASA* (Norway) 335,230 ----------- MACHINERY 3.3% 34,000 Bharat Forge Ltd. (India) 1 ,073,293 2,000,000 MMI Holdings Ltd. (Singapore) 405,839 23,850 Pason Systems, Inc. (Canada) 746,206 ----------- 2,225,338 ----------- MEDICAL AND DENTAL INSTRUMENTS AND SUPPLIES 10.3% 84,200 Abaxis, Inc.* $ 745,170 33,550 Cyberonics, Inc.* 1,481,904 144,125 Enpath Medical, Inc.* 1,170,295 27,050 ICU Medical, Inc.* 960,275 16,125 Kyphon, Inc.* 405,866 74,800 NuVasive, Inc.* 966,416 11,775 Shamir Optical Industry Ltd.* (Israel) 181,924 20,800 Techne Corp.* 835,744 22,600 VNUS Medical Technologies, Inc.* 261,708 ----------- 7,009,302 ----------- MISCELLANEOUS MATERIALS AND COMMODITIES 0.9% 27,150 Symyx Technologies, Inc.* 598,657 ----------- PRODUCTION TECHNOLOGY EQUIPMENT 4.2% 19,950 ADE Corp.* 442,890 14,300 August Technology Corp.* 167,596 165,530 inTEST Corp.* 688,605 96,100 Intevac, Inc.* 906,223 24,325 Nanometrics, Inc.* 286,305 33,325 Nova Measuring Instruments Ltd.* (Israel) 99,308 19,850 Rudolph Technologies, Inc.* 298,941 ----------- 2,889,868 ----------- REAL ESTATE 0.2% 58,550 Mahindra Gesco Developers Ltd.* (India) 164,173 ----------- SECURITIES AND BROKERAGE SERVICES 0.2% 7,475 optionsXpress, Inc.* 121,020 ----------- SEMICONDUCTOR EQUIPMENT AND PRODUCTS 3.4% 5,750 austriamicrosystems AG* (Austria) 208,130 55,525 CSR plc* (United Kingdom) 342,780 46,250 PSi Technologies Holdings, Inc. ADR* (Philippines) 51,800 18,525 SEZ Holding AG* (Switzerland) 517,229 142,464 Taiwan Semiconductor Manufacturing Co. Ltd. ADR (Taiwan) 1,208,095 ----------- 2,328,034 ----------- SOFTWARE 1.1% 22,600 Hexaware Technologies (India) 378,745 45,275 Ninetowns Digital World Trade Holdings Ltd. ADR* (China) 410,644 ----------- 789,389 ----------- TELECOMMUNICATIONS EQUIPMENT 0.2% 5,875 Applied Signal Technology, Inc.* 134,537 ----------- TEXTILES, APPAREL AND LUXURY GOODS 0.4% 31,700 Bombay Dyeing and Manufacturing Company Ltd. (India) 247,677 ----------- UTILITIES -- TELECOMMUNICATIONS 2.4% 74,800 Nextel Partners, Inc., Class A* 1,642,608 ----------- TOTAL COMMON STOCKS (cost $64,945,816) 67,430,441 ----------- 31 GLOBAL SCIENCE & TECHNOLOGY FUND -- SCHEDULE OF INVESTMENTS (CONTINUED) MARCH 31, 2005 (UNAUDITED) SHARES VALUE - -------- --------- PREFERRED STOCKS 0.2% COMMUNICATIONS TECHNOLOGY 0.0% 6,528 Xtera Communications, Inc., Series A- 1 Pfd.*** + $ 7,076 --------- DRUGS AND PHARMACEUTICALS 0.2% 283,018 Point Biomedical Corp., Series F Pfd.* *** + 150,000 --------- TOTAL PREFERRED STOCKS (cost $157,076) 157,076 --------- LIMITED PARTNERSHIP INTEREST 0.0% OTHER 0.0% Montagu Newhall Global Partners II-B, L.P.* *** + 35,654 --------- TOTAL LIMITED PARTNERSHIP Interest (cost $47,144) 35,654 --------- WARRANTS 0.0% DRUGS AND PHARMACEUTICALS 0.0% 4,600 Acusphere, Inc.* *** + -- 84,905 Point Biomedical Corp.* *** + -- --------- ELECTRONICS -- SEMICONDUCTORS/COMPONENTS 0.0% 4,275 SiRF Technology Holdings, Inc.* *** + 19,922 --------- TOTAL WARRANTS (COST $0) 19,922 --------- PRINCIPAL AMOUNT VALUE - --------- ------------ SHORT-TERM INVESTMENTS 0.9% REPURCHASE AGREEMENT 0.9% $594,000 Repurchase Agreement dated 3/31/05, 1.85% due 4/1/05 with State Street Bank and Trust Co. collateralized by $450,000 of United States Treasury Bonds 7.50% due 11/15/24; value: $609,219; repurchase proceeds: $594,031+++ (cost $594,000) $ 594,000 ------------ TOTAL SHORT-TERM INVESTMENTS (cost $594,000) 594,000 ------------ TOTAL INVESTMENTS (cost $65,744,036) 99.9% 68,237,093 OTHER ASSETS LESS LIABILITIES 0.1% 41,319 ------------ NET ASSETS 100.0% $ 68,278,412 ============ *Non-income producing. ***Security was fair valued under procedures adopted by the Board of Directors (see Note 2). + Security purchased in a private placement transaction or under Rule 144A of the Securities Act of 1933 (see Note 8). +++All or a portion of this security has been designated as collateral for purchase commitments. ADR American Depositary Receipt. GDR Global Depositary Receipt. PIPE Private Investment in a Public Equity. See notes to financial statements. At March 31,2005, Wasatch Global Science & Technology Fund's investments, excluding short-term investments, were in the following countries: COUNTRY % - -------------- ----- Austria 0.3 Belgium 0.8 Canada 3.7 Cayman Islands 3.6 China 1.0 Germany 1.1 India 9.0 Ireland 1.7 Israel 1.6 Japan 0.9 Korea 1.3 Netherlands 0.5 Norway 0.5 Philippines 0.1 Singapore 3.2 Sweden 1.5 Switzerland 2.0 Taiwan 3.0 United Kingdom 0.5 United States 63.7 ----- TOTAL 100.0% ===== 32 HERITAGE GROWTH FUND -- SCHEDULE OF INVESTMENTS MARCH 31, 2005 (UNAUDITED) SHARES VALUE - ------- ------------ COMMON STOCKS 92.6% AIR TRANSPORT 0.6% 72,025 JetBlue Airways Corp.* $ 1,371,356 ------------ BANKS 10.2% 198,550 Commerce Bancorp, Inc. 6,446,918 325,275 Doral Financial Corp. 7,120,270 98,325 New York Community Bancorp, Inc. 1,785,582 247,325 North Fork Bancorporation, Inc. 6,860,795 85,225 TCF Financial Corp. 2,313,859 ------------ 24,527,424 ------------ BIOTECHNOLOGY RESEARCH AND PRODUCTION 1.2% 59,350 Charles River Laboratories International, Inc.* 2,791,824 ------------ COMMERCIAL SERVICES AND SUPPLIES 1.7% 22,375 Corporate Executive Board Co. 1,430,881 16,300 eBay, Inc.* 607,338 93,825 IAC/InterActiveCorp* 2,089,483 ------------ 4,127,702 ------------ COMPUTER SERVICES SOFTWARE AND SYSTEMS 6.0% 89,800 Affiliated Computer Services, Inc., Class A* 4,780,952 55,000 Infosys Technologies Ltd. 2,836,965 16,425 Infosys Technologies Ltd. ADR 1,211,015 30,850 NAVTEQ Corp.* 1,337,348 107,675 QLogic Corp.* 4,360,837 ------------ 14,527,117 ------------ DIVERSIFIED FINANCIALS SERVICES 1.3% 39,250 Countrywide Financial Corp. 1,274,055 111,000 Housing Development Finance Corp. Ltd. 1,846,865 ------------ 3,120,920 ------------ DRUGS AND PHARMACEUTICALS 3.4% 29,100 Forest Laboratories, Inc.* 1,075,245 232,450 Teva Pharmaceutical Industries Ltd. ADR 7,205,950 ------------ 8,281,195 ------------ EDUCATION SERVICES 4.3% 119,325 Apollo Group, Inc., Class A* 8,837,210 91,000 Corinthian Colleges, Inc.* 1,430,520 ------------ 10,267,730 ------------ ELECTRONIC EQUIPMENT AND INSTRUMENTS 0.6% 6,000 Samsung Electronics Co. Ltd. GDR 1,485,000 ------------ ELECTRONICS 0.5% 30,100 Amphenol Corp., Class A 1,114,904 ------------ ELECTRONICS -- MEDICAL SYSTEMS 0.5% 25,500 Medtronic, Inc. 1,299,225 ------------ ELECTRONICS -- SEMICONDUCTORS/COMPONENTS 6.2% 127,575 Linear Technology Corp. 4,887,398 106,725 Maxim Integrated Products, Inc. 4,361,851 59,350 Microchip Technology, Inc. 1,543,694 201,725 National Semiconductor Corp. 4,157,552 ------------ 14,950,495 ------------ ENERGY -- MISCELLANEOUS 0.7% 73,500 Chesapeake Energy Corp. 1,612,590 ------------ FINANCE COMPANIES 0.6% 18,000 Capital One Financial Corp. 1,345,860 ------------ FINANCE -- SMALL LOAN 1.4% 143,250 AmeriCredit Corp.* $ 3,357,780 ------------ FINANCIAL DATA PROCESSING SERVICES AND SYSTEMS 1.1% 66,450 Fiserv, Inc.* 2,644,710 ------------ FINANCIAL INFORMATION SERVICES 0.6% 16,375 Moody's Corp. 1,324,082 ------------ FINANCIAL -- MISCELLANEOUS 1.5% 57,750 Brown & Brown, Inc. 2,661,698 31,750 Fidelity National Financial, Inc. 1,045,845 ------------ 3,707,543 ------------ HEALTH CARE EQUIPMENT AND SUPPLIES 1.1% 12,725 Straumann Holding AG 2,755,088 ------------ HEALTH CARE FACILITIES 3.0% 160,275 Health Management Associates, Inc., Class A 4,196,000 28,125 Quest Diagnostics, Inc. 2,956,781 ------------ 7,152,781 ------------ HEALTH CARE MANAGEMENT SERVICES 4.9% 113,675 Caremark Rx, Inc.* 4,521,992 31,000 Pacificare Health Systems* 1,764,520 43,675 WellPoint, Inc.* 5,474,661 ------------ 11,761,173 ------------ HEALTH CARE SERVICES 0.9% 23,675 Express Scripts, Inc.* 2,064,223 ------------ HOME BUILDING 9.4% 165,733 D.R. Horton, Inc. 4,846,033 56,900 Hovnanian Enterprises, Inc., Class A* 2,901,900 73,275 Lennar Corp., Class A 4,153,227 29,475 M.D.C. Holdings, Inc. 2,052,934 6,825 NVR, Inc.* 5,357,625 44,425 Pulte Homes, Inc. 3,271,012 ------------ 22,582,731 ------------ INSURANCE 1.8% 115,225 Willis Group Holdings Ltd. 4,248,346 ------------ INVESTMENT MANAGEMENT COMPANIES 0.2% 12,463 SEI Investments Co. 450,662 ------------ MEDICAL AND DENTAL INSTRUMENTS AND SUPPLIES 1.2% 39,350 St. Jude Medical, Inc.* 1,416,600 17,850 Zimmer Holdings, Inc.* 1,388,909 ------------ 2,805,509 ------------ OIL AND GAS 1.1% 53,500 Ultra Petroleum Corp.* 2,717,800 ------------ PRODUCTION TECHNOLOGY EQUIPMENT 1.2% 65,550 KLA-Tencor Corp.* 3,015,955 ------------ REAL ESTATE INVESTMENT TRUSTS (REIT) 2.6% 77,350 iStar Financial, Inc. 3,185,273 32,250 New Century Financial Corp. 1,509,945 92,050 Provident Senior Living Trust*** + 1,486,608 ------------ 6,181,826 ------------ RECREATIONAL VEHICLES AND BOATS 1.9% 81,000 Harley-Davidson, Inc. 4,678,560 ------------ 33 HERITAGE GROWTH FUND -- SCHEDULE OF INVESTMENTS (CONTINUED) MARCH 31, 2005 (UNAUDITED) SHARES VALUE - ------- ------------ RETAIL 14.8% 74,825 Amazon.com, Inc.* $ 2,564,253 69,400 AutoZone, Inc.* 5,947,580 155,225 Bed Bath & Beyond, Inc.* 5,671,921 79,975 Best Buy Co., Inc. 4,319,450 40,250 CDW Corp. 2,281,370 62,500 Chico's FAS, Inc.* 1,766,250 124,825 Dollar Tree Stores, Inc.* 3,586,222 668,000 Esprit Holdings Ltd. 4,560,765 48,000 Home Depot, Inc. 1,835,520 31,500 Lowe's Companies, Inc. 1,798,335 49,200 TJX Companies, Inc. 1,211,796 ------------ 35,543,462 ------------ SAVINGS AND LOANS 1.4% 57,275 Golden West Financial Corp. 3,465,137 ------------ TEXTILES, APPAREL AND LUXURY GOODS 0.8% 31,900 Coach, Inc.* 1,806,497 ------------ TEXTILES, APPAREL AND PRODUCTS 0.9% 9,000 Puma AG Rudolf Dassler Sport 2,253,623 ------------ UTILITIES -- TELECOMMUNICATIONS 3.0% 66,325 Nextel Communications, Inc., Class A* 1,884,957 240,800 Nextel Partners, Inc., Class A* 5,287,968 ------------ 7,172,925 ------------ TOTAL COMMON STOCKS (cost $213,189,875) 222,513,755 ------------ PRINCIPAL AMOUNT VALUE - ----------- ------------ SHORT-TERM INVESTMENTS 7.5% REPURCHASE AGREEMENT 7.5% $18,009,000 Repurchase Agreement dated 3/31/05, 1.85% due 4/1/05 with State Street Bank and Trust Co. collateralized by $13,550,000 of United States Treasury Bonds 7.625% due 2/15/25; value: $18,369,383; repurchase proceeds: $18,009,925 (cost $18,009,000) $ 18,009,000 ------------- TOTAL SHORT-TERM INVESTMENTS (cost $18,009,000) 18,009,000 ------------- TOTAL INVESTMENTS (cost $231,198,875) 100.1% 240,522,755 LIABILITIES LESS OTHER ASSETS (0.1) % (180,113) ------------- NET ASSETS 100.0% $ 240,342,642 ============= - ---------- *Non-income producing. ***Security was fair valued under procedures adopted by the Board of Directors (see Note 2). +Security purchased in a private placement transaction or under Rule 144A of the Securities Act of 1933 (see Note 8). ADR American Depositary Receipt. GDR Global Depositary Receipt. See notes 1 to financial statements. 34 INTERNATIONAL GROWTH FUND -- SCHEDULE OF INVESTMENTS MARCH 31, 2005 (UNAUDITED) SHARES VALUE - --------------------------------------------------------------------------- COMMON STOCKS 92.3% AIRLINES 2.1% 119,300 Gol Linhas Aereas Inteligentes S.A. ADR* (Brazil) $ 2,998,009 233,675 WestJet Airlines Ltd.* (Canada) 3,022,950 ------------ 6,020,959 ------------ AUTO COMPONENTS 0.6% 915,000 Clarion Co. Ltd.* (Japan) 1,775,290 ------------ BANKS 3.0% 129,400 Doral Financial Corp. (Puerto Rico) 2,832,566 456,100 HDFC Bank Ltd. (India) 5,684,278 ------------ 8,516,844 ------------ BEVERAGES 0.8% 90,300 Kibun Food Chemifa Co. Ltd. (Japan) 2,114,202 ------------ BIOTECHNOLOGY RESEARCH AND PRODUCTION 3.3% 28,610 Actelion Ltd.* (Switzerland) 2,893,885 775,000 Ark Therapeutics Group plc* (United Kingdom) 1,602,119 94,000 Neurochem, Inc.* (Canada) 1,119,540 312,625 QIAGEN N.V.* (Netherlands) 3,732,743 ------------ 9,348,287 ------------ COMMERCIAL SERVICES AND SUPPLIES 8.4% 18,000 Acadomia Group (France) 933,516 8,486,900 Accord Customer Care Solutions Ltd.* (Singapore) 1,413,712 154,950 Allen-Vanguard Corp.* (Canada) 589,188 476,700 Bloomsbury Publishing plc (United Kingdom) 3,010,373 1,450 En-Japan, Inc. (Japan) 5,329,042 3,375,000 Linmark Group Ltd. (Hong Kong) 1,287,367 345,200 Park24 Co. Ltd. (Japan) 6,439,998 107,125 Techem AG* (Germany) 4,680,689 ------------ 23,683,885 ------------ COMPUTERS AND PERIPHERALS 1.2% 53,900 Logitech International S.A.* (Switzerland) 3,277,931 354,537 TPV Technology Ltd. (Hong Kong) 219,331 ------------ 3,497,262 ------------ DIVERSIFIED FINANCIAL SERVICES 5.5% 165,000 AWD Holding AG (Germany) 7,273,642 190,550 Home Capital Group, Inc., Class B (Canada) 5,305,000 1,284,000 Nissin Co Ltd. (Japan) 2,994,263 ------------ 15,572,905 ------------ DIVERSIFIED TELECOMMUNICATION SERVICES 1.5% 40,000 Option N.V.* (Belgium) 1,312,627 1,300,250 Zyxel Communications Corp. (Taiwan) 2,868,259 ------------ 4,180,886 ------------ DRUGS AND PHARMACEUTICALS 6.3% 291,575 Angiotech Pharmaceuticals, Inc.* (Canada) 4,495,039 4,050 Fuji Pharmaceutical Co. Ltd. (Japan) 65,356 96,600 Sawai Pharmaceutical Co. Ltd. (Japan) 2,874,437 2,870,000 SkyePharma plc* (United Kingdom) 2,925,868 120,000 Sun Pharmaceutical Industries Ltd.* (India) 1,295,351 1,330,662 United Drug plc (Ireland) 6,021,189 ------------ 17,677,240 ------------ ELECTRIC UTILITIES 1.3% 152,150 Red Electrica de Espana (Spain) 3,767,857 ------------ ELECTRICAL EQUIPMENT 2.0% 5,715 SAIA-Burgess Electronics AG (Switzerland) $ 3,196,100 2,406,700 Unisteel Technology Ltd. (Singapore) 2,536,591 ------------ 5,732,691 ------------ ELECTRONIC EQUIPMENT AND INSTRUMENTS 1.6% 60,350 Funkwerk AG (Germany) 2,776,977 4,013,000 MFS Technology Ltd. (Singapore) 1,786,635 ------------ 4,563,612 ------------ FOOD AND DRUG RETAILING 3.0% 769,775 Convenience Retail Asia Ltd. (Hong Kong) 266,483 8,100 NIHON CHOUZAI Co., Inc. (Japan) 321,869 89,500 Shoppers Drug Mart Corp. (Canada) 2,985,923 59,600 Sugi Pharmacy Co. Ltd. (Japan) 1,553,864 2,096,325 Wumart Stores, Inc. (China) 3,440,410 ------------ 8,568,549 ------------ HEALTH CARE EQUIPMENT AND SUPPLIES 5.0% 171,250 Elekta AB, Class B* (Sweden) 6,175,841 460,000 LMA International N.V.* (Singapore) 250,772 1,058,000 Moulin International Holdings Ltd. (Hong Kong) 752,870 15,275 Nakanishi, Inc. (Japan) 1,228,212 25,625 Straumann Holding AG (Switzerland) 5,548,067 ------------ 13,955,762 ------------ HEALTH CARE PROVIDERS AND SERVICES 3.5% 102,475 Icon plc ADR* (Ireland) 3,844,862 145,625 Orpea* (France) 6,015,487 ------------ 9,860,349 ------------ HOTELS, RESTAURANTS AND LEISURE 1.6% 97,675 Fairmont Hotels & Resorts, Inc. (Canada) 3,232,823 393,984 Hotel Leelaventure Ltd. (India) 1,379,440 ------------ 4,612,263 ------------ HOUSEHOLD DURABLES 4.3% 59,700 Citizen Electronics Co. Ltd. (Japan) 2,918,036 200,000 Desarrolladora Homex, S.A. de C.V. ADR* (Mexico) 4,916,000 2,419,950 HTL International Holdings Ltd. (Singapore) 1,715,029 1,210,675 Techtronic Industries Company Ltd. (Hong Kong) 2,669,916 ------------ 12,218,981 ------------ HOUSEHOLD PRODUCTS 1.0% 99,700 Milbon Co. Ltd. (Japan) 2,873,681 ------------ INFORMATION TECHNOLOGY CONSULTING AND SERVICES 3.2% 249,915 Indra Sistemas, S.A. (Spain) 4,484,536 128,000 Intec, Inc. (Japan) 1,240,539 1,425 NIWS Co. Ltd. (Japan) 2,166,643 725 NIWS Co. Ltd. Bonus Shares* (Japan) 1,102,327 ------------ 8,994,045 ------------ INTERNET AND CATALOG RETAIL 2.5% 1,777,390 Carphone Warehouse Group plc (United Kingdom) 5,435,967 99,675 Submarino SA GDR* (Brazil) 1,600,920 ------------ 7,036,887 ------------ LEISURE EQUIPMENT AND PRODUCTS 2.6% 270,675 Mega Bloks, Inc.* (Canada) 4,295,896 49,055 Rodriguez Group (France) 2,919,342 ------------ 7,215,238 ------------ 35 INTERNATIONAL GROWTH FUND -- SCHEDULE OF INVESTMENTS (CONTINUED) SHARES VALUE - --------------------------------------------------------------------------------- MACHINERY 1.0% 57,908 Bharat Forge Ltd. (India) $ 1,828,007 25,000 Takeuchi Manufacturing Co. Ltd. (Japan) 1,028,404 ----------- 2,856,411 ----------- MEDIA 2.2% 124,300 Alliance Atlantis Communications, Inc., Class B* (Canada) 3,079,372 61,575 JC Decaux S.A.* (France) 1,681,326 1,775,000 Sanctuary Group plc (United Kingdom) 1,382,297 ----------- 6,142,995 OFFICE ELECTRONICS 1.5% ----------- 49,050 Neopost S.A. (France) 4,248,196 ----------- OIL AND GAS 3.9% 238,520 Cairn Energy plc* (United Kingdom) 5,237,012 664,000 Soco International plc* (United Kingdom) 5,847,884 ----------- 11,084,896 ----------- PERSONAL PRODUCTS 1.0% 10,200,000 Peace Mark Holdings Ltd. (Hong Kong) 2,713,688 ----------- REAL ESTATE 1.1% 7,600,000 Far East Consortium International Ltd. (Hong Kong) 3,215,653 ----------- RETAIL 7.5% 26,840 Bijou Brigitte AG (Germany) 4,436,922 4,423,400 Bonjour Holdings Ltd. (Hong Kong) 2,211,884 567,000 Esprit Holdings Ltd. (Hong Kong) 3,871,188 30,270 Gulliver International Co. Ltd. (Japan) 4,080,047 1,262,150 Pumpkin Patch Ltd. (New Zealand) 2,953,371 45,730 USS Co. Ltd. (Japan) 3,540,497 ----------- 21,093,909 ----------- SEMICONDUCTOR EQUIPMENT AND PRODUCTS 3.8% 79,800 ASM International N.V.* (Netherlands) 1,313,508 445,175 CSR plc* (United Kingdom) 2,748,258 65,425 Disco Corp. (Japan) 2,807,285 105,750 O2Micro International Ltd.* (Cayman Islands) 1,088,168 92,595 SEZ Holding AG* (Switzerland) 2,585,307 ----------- 10,542,526 ----------- SOFTWARE 0.9% 50,000 Hexaware Technologies (India) 837,932 172,625 Ninetowns Digital World Trade Holdings Ltd. ADR* (China) 1,565,709 ----------- 2,403,641 ----------- TEXTILES, APPAREL AND LUXURY GOODS 0.8% 221,289 Ted Baker plc* (United Kingdom) 2,124,368 ----------- TEXTILES, APPAREL AND PRODUCTS 3.1% 206,000 Pantaloon Retail India Ltd. (India) 3,634,365 20,300 Puma AG Rudolf Dassler Sport (Germany) 5,083,172 ----------- 8,717,537 ----------- WIRELESS TELECOMMUNICATIONS SERVICES 1.2% 782,000 Virgin Mobile Holdings plc* (United Kingdom) 3,262,707 ----------- TOTAL COMMON STOCKS (COST $207,429,774) 260,194,202 ----------- WARRANTS 0.0% MACHINERY 0.0% 1,379 Bharat Forge Ltd.* (India) $ 8,337 ----------- TOTAL WARRANTS (COST $0) 8,337 ----------- PRINCIPAL AMOUNT VALUE - ------------------------------------------------------------------------------------------------ SHORT-TERM INVESTMENTS 10.8% REPURCHASE AGREEMENT 10.8% $30,402,000 Repurchase Agreement dated 3/31/05, 1.85% due 4/1/05 with State Street Bank and Trust Co. collateralized by $31,405,000 of United States Treasury Notes 3.625% due 7/15/06; value: $31,012,438; repurchase proceeds: $30,403,562 (cost $30,402,000) $ 30,402,000 ------------ TOTAL SHORT-TERM INVESTMENTS (COST $30,402,000) 30,402,000 ------------ TOTAL INVESTMENTS (COST $237,831,774) 103.1% 290,604,539 LIABILITIES LESS OTHER ASSETS (3.1)% (8,745,200) ------------ NET ASSETS 100.0% $281,859,339 ============ *Non-income producing. ADR American Depositary Receipt. GDR Global Depositary Receipt. See notes to financial statements. 36 MARCH 31, 2005 (UNAUDITED) At March 31, 2005, Wasatch International Growth Fund's investments, excluding short-term investments, were in the following countries: COUNTRY % - --------------------------------------------------------------------------- Belgium 0.5 Brazil 1.8 Canada 10.8 Cayman Islands 0.4 China 1.9 France 6.1 Germany 9.3 Hong Kong 6.6 India 5.6 Ireland 3.8 Japan 17.9 Mexico 1.9 Netherlands 1.9 New Zealand 1.1 Puerto Rico 1.1 Singapore 3.0 Spain 3.2 Sweden 2.4 Switzerland 6.7 Taiwan 1.1 United Kingdom 12.9 ----- TOTAL 100.0% ===== 37 INTERNATIONAL OPPORTUNITIES FUND -- SCHEDULE OF INVESTMENTS SHARES VALUE - ------------------------------------------------------------------------------ COMMON STOCKS 68.2% AUTO COMPONENTS 1.2% 58,750 ARB Corp. Ltd. (Australia) $ 174,945 6,000 Yutaka Giken Co. Ltd. (Japan) 134,322 --------- 309,267 --------- AUTOMOBILES 0.7% 38,775 European Motor Holdings plc* (United Kingdom) 174,956 --------- BANKS 0.7% 8,450 Kas Bank NA (Netherlands) 186,140 --------- BEVERAGES 1.0% 11,325 Kibun Food Chemifa Co. Ltd. (Japan) 265,153 --------- BIOTECHNOLOGY RESEARCH AND PRODUCTION 0.7% 53,600 Ark Therapeutics Group plc* (United Kingdom) 110,805 6,800 Neurochem, Inc.* (Canada) 80,988 --------- 191,793 --------- BUILDING PRODUCTS 1.1% 24,900 Fleetwood Corp. Ltd. (Australia) 160,042 8,300 Kitagawa Industries Co. Ltd. (Japan) 147,101 --------- 307,143 --------- CHEMICALS 0.2% 5,000 MARKTEC Corp. (Japan) 47,106 --------- COMMERCIAL SERVICES AND SUPPLIES 7.0% 3,275 Acadomia Group (France) 169,848 353,000 Accord Customer Care Solutions Ltd.* (Singapore) 58,801 55,175 Allen-Vanguard Corp.* (Canada) 209,800 41,075 Bloomsbury Publishing plc (United Kingdom) 259,390 21,875 Carter & Carter Group plc* (United Kingdom) 116,666 171,500 Environmental Management Solutions, Inc.* (Canada) 85,059 446,000 Linmark Group Ltd. (Hong Kong) 170,123 6,425 MegaStudy Co. Ltd.* (Korea) 209,421 50 OUTSOURCING, Inc. (Japan) 61,564 849,000 Raffles Education Corp. Ltd. (Singapore) 341,986 29,525 Semcon AB* (Sweden) 189,571 --------- 1,872,229 --------- CONSTRUCTION AND ENGINEERING 0.1% 26,635 Lycopodium Ltd.* (Australia) 35,021 --------- CONSTRUCTION MATERIALS 0.5% 500 Getaz Romang Holding SA (Switzerland) 135,946 --------- DIVERSIFIED FINANCIAL SERVICES 4.7% 238,600 Acta Holdings ASA* (Norway) 421,302 46,175 Credit Corp. Group Ltd. (Australia) 121,071 53,450 New Zealand Exchange Ltd.* (New Zealand) 356,527 65 Osaka Securities Exchange Co. (Japan) 248,589 2,025 Oslo Bors ASA*** (Norway) 90,986 --------- 1,238,475 --------- DRUGS AND PHARMACEUTICALS 1.3% 2,875 Meda AB (Sweden) 132,144 1,150 Meda AB Subscribed Shares* (Sweden) 52,288 4,100 Sawai Pharmaceutical Co. Ltd. (Japan) 122,000 10 Sosei Co. Ltd.* (Japan) 51,770 --------- 358,202 --------- ELECTRICAL EQUIPMENT 2.1% 7,100 Chiyoda Integre Co. Ltd. (Japan) $ 146,033 5,400 Optoelectronics Co. Ltd. (Japan) 186,372 6,200 Phoenix Electric Co. Ltd. (Japan) 103,232 116,000 Unisteel Technology Ltd. (Singapore) 122,261 --------- 557,898 --------- ELECTRONIC EQUIPMENT AND INSTRUMENTS 5.8% 200,000 Chroma ATE, Inc. (Taiwan) 187,266 2,150 Core Logic, Inc. (Korea) 69,867 4,500 Enplas Corp. (Japan) 118,791 4,025 Funkwerk AG (Germany) 185,209 11,000 Horiba Ltd. (Japan) 203,675 265,000 MFS Technology Ltd. (Singapore) 117,981 60,100 TRL Electronics plc* (United Kingdom) 250,185 252,000 Varitronix International Ltd. (Hong Kong) 258,483 66,650 zed.i solutions, Inc.* (Canada) 138,837 --------- 1,530,294 --------- ELECTRONICS -- SEMICONDUCTORS/ COMPONENTS 0.5% 24,725 ASE Test Ltd.* (Taiwan) 125,603 --------- FOOD AND DRUG RETAILING 2.3% 328,000 Convenience Retail Asia Ltd. (Hong Kong) 113,548 3,400 Daikokutenbussan Company Ltd. (Japan) 107,831 5,900 Green Cross Coa Co. Ltd. (Japan) 203,629 4,500 NIHON CHOUZAI Co., Inc. (Japan) 178,816 --------- 603,824 --------- FOOD PRODUCTS 0.8% 28,125 CoolBrands International, Inc.* (Canada) 208,075 --------- HEALTH CARE EQUIPMENT AND SUPPLIES 3.2% 11,500 Fujirebio, Inc. (Japan) 180,752 40,000 LMA International N.V.* (Singapore) 21,806 2,900 MANI, Inc. (Japan) 122,541 1,600 Nakanishi, Inc. (Japan) 128,651 42,750 RaySearch Laboratories* (Sweden) 394,495 --------- 848,245 --------- HOUSEHOLD DURABLES 1.7% 5,225 Beter Bed Holding NV (Netherlands) 129,935 6,200 Joint Corp. (Japan) 154,993 6,400 Nihon Eslead Corp. (Japan) 164,171 --------- 449,099 --------- HOUSEHOLD PRODUCTS 0.5% 5,000 Suruga Co. Ltd. (Japan) 120,563 --------- INSURANCE 1.1% 64,542 OAMPS Ltd. (Australia) 169,728 310,000 Pacific Century Insurance Holdings Ltd. (Hong Kong) 128,184 --------- 297,912 --------- INTERNET SOFTWARE AND SERVICES 0.5% 83,000 Opera Software ASA* (Norway) 120,646 --------- LEISURE EQUIPMENT AND PRODUCTS 0.8% 1,775 CTS Eventim* (Germany) 62,367 5,400 KABE Husvagnar AB (Sweden) 141,283 --------- 203,650 --------- 38 MARCH 31, 2005 (UNAUDITED) SHARES VALUE - ------------------------------------------------------------------------------ MACHINERY 5.1% 21,000 Asahi Diamond Industrial Co. (Japan) $ 126,934 41,000 Awea Mechantronic Co. Ltd. (Taiwan) 72,485 47,000 BASSO INDUSTRY Corp. (Taiwan) 120,088 225,000 First Engineering Ltd. (Singapore) 170,362 798,000 MMI Holdings Ltd. (Singapore) 161,930 8,400 Pason Systems, Inc. (Canada) 262,814 8,100 Takeuchi Manufacturing Co. Ltd. (Japan) 333,203 32,075 Titan Europe plc (United Kingdom) 109,301 ---------- 1,357,117 ---------- MARINE 0.8% 339,000 Ezra Holdings Ltd. (Singapore) 223,824 ---------- MEDIA 0.5% 10,100 Arbeit-Times Co. Ltd. (Japan) 122,287 ---------- METALS AND MINING 3.5% 71,325 Agincourt Resources Ltd.* (Australia) 103,161 38,375 Avocet Mining plc* (United Kingdom) 63,030 325,500 CBH Resources Ltd. (Australia) 67,975 73,175 Consolidated Minerals Ltd. (Australia) 209,410 95,975 Equigold NL (Australia) 92,047 21,200 Jubilee Mines NL (Australia) 88,545 579,000 Midas Holdings Ltd. (Singapore) 96,447 80,250 Mincor Resources NL (Australia) 44,690 15,525 Shore Gold, Inc.* (Canada) 72,251 46,475 Troy Resources NL (Australia) 97,773 ---------- 935,329 ---------- OIL AND GAS 5.6% 86,325 ARC Energy Ltd.* (Australia) 118,847 15,750 Blackrock Ventures, Inc.* (Canada) 137,483 75,225 Bow Valley Energy Ltd.* (Canada) 141,776 23,800 Det Norske Oljeselskap ASA (Norway) 160,593 77,450 Dragon Oil plc* (Ireland) 130,134 44,125 JKX Oil and Gas plc (United Kingdom) 116,208 17,225 Melrose Resources plc* (United Kingdom) 95,118 68,750 Saxon Energy Services, Inc.* (Canada) 272,784 12,550 Soco International plc* (United Kingdom) 110,529 18,900 Sondex plc (United Kingdom) 78,677 87,925 Tap Oil Ltd.* (Australia) 138,051 ---------- 1,500,200 ---------- PERSONAL PRODUCTS 1.2% 6,800 HABA Laboratories, Inc. (Japan) 187,752 540,000 Peace Mark Holdings Ltd. (Hong Kong) 143,666 ---------- 331,418 ---------- REAL ESTATE 1.5% 125 Apamanshop Network Co. Ltd. (Japan) 104,473 25 CRESCENDO Investment Corp.* (Japan) 133,156 16,500 Takara Leben Co. Ltd. (Japan) 149,293 ---------- 386,922 ---------- RETAIL 4.9% 520 CASSINA IXC. Ltd. (Japan) 146,486 11,200 Jeans Mate Corp. (Japan) 135,501 11,950 New Wave Group AB, Class B (Sweden) 223,083 567,000 Pertama Holdings Ltd. (Singapore) 94,449 100,271 Pumpkin Patch Ltd. (New Zealand) 234,629 3,300 Tamron Co. Ltd. (Japan) 125,591 52,325 Topps Tiles plc (United Kingdom) 184,974 15 Village Vanguard Co. Ltd.* (Japan) 146,915 ---------- 1,291,628 ---------- SEMICONDUCTOR EQUIPMENT AND PRODUCTS 1.9% 5,125 austriamicrosystems AG* (Austria) $ 185,507 122,000 Holtek Semiconductor, Inc. (Taiwan) 144,436 1,850 Mtekvision Co. Ltd. (Korea) 54,744 16,000 New Japan Radio Co., Ltd. (Japan) 128,352 ---------- 513,039 ---------- SOFTWARE 2.6% 11,200 Isra Vision Systems AG* (Germany) 271,549 16,000 Lectra (France) 103,931 9,100 Profdoc ASA* (Norway) 127,684 83,000 SpringSoft, Inc. (Taiwan) 180,985 ---------- 684,149 ---------- TEXTILES, APPAREL AND LUXURY GOODS 0.5% 12,900 Ted Baker plc* (United Kingdom) 123,840 ---------- TRANSPORTATION INFRASTRUCTURE 1.4% 5,300 Alps Logistics Co. Ltd. (Japan) 128,539 143,000 Goodpack Ltd. (Singapore) 108,274 5,700 Trancom Co. Ltd. (Japan) 124,416 ---------- 361,229 ---------- WHOLESALERS 0.2% 30,100 Commercial Solutions, Inc.* (Canada) 62,203 ---------- TOTAL COMMON STOCKS (COST $18,426,312) 18,080,425 ---------- RIGHTS 0.0% TRANSPORTATION INFRASTRUCTURE 0.0% 17,875 Goodpack Ltd.* (Singapore) 2,220 ---------- TOTAL RIGHTS (COST $0) 2,220 ---------- 39 INTERNATIONAL OPPORTUNITIES FUND -- SCHEDULE OF INVESTMENTS (CONTINUED) MARCH 31, 2005 (UNAUDITED) PRINCIPAL AMOUNT VALUE - ---------------------------------------------------------------------------------------------- SHORT-TERM INVESTMENTS 8.6% REPURCHASE AGREEMENT 8.6% $2,268,000 Repurchase Agreement dated 3/31/05, 1.85% due 4/1/05 with State Street Bank and Trust Co. collateralized by $1,710,000 of United States Treasury Bonds 7.625% due 2/15/25; value: $2,318,203; repurchase proceeds: $2,268,117 (cost $2,268,000) $ 2,268,000 ----------- TOTAL SHORT-TERM INVESTMENTS (COST $2,268,000) 2,268,000 ----------- TOTAL INVESTMENTS (COST $20,694,312) 76.8% 20,350,645 OTHER ASSETS LESS LIABILITIES 23.2% 6,151,228 ----------- NET ASSETS 100.0% $26,501,873 =========== *Non-income producing. ***Security was fair valued under procedures adopted by the Board of Directors (see Note 2). See notes to financial statements. At March 31, 2005, Wasatch International Opportunities Fund's investments, excluding short-term investments, were in the following countries: COUNTRY % - --------------------------------------------------------------------------- Australia 9.0 Austria 1.0 Canada 9.2 France 1.5 Germany 2.9 Hong Kong 4.5 Ireland 0.7 Japan 29.3 Korea 1.8 Netherlands 1.7 New Zealand 3.3 Norway 5.1 Singapore 8.4 Sweden 6.3 Switzerland 0.8 Taiwan 4.6 United Kingdom 9.9 ----- TOTAL 100.0% ===== 40 MICRO CAP FUND -- SCHEDULE OF INVESTMENTS MARCH 31, 2005 (UNAUDITED) SHARES VALUE - ------------------------------------------------------------------------------- COMMON STOCKS 93.8% AEROSPACE 0.8% 131,650 MTC Technologies, Inc.* $ 4,278,625 ----------- AUTO PARTS -- AFTER MARKET 1.2% 196,575 Aftermarket Technology Corp.* 3,243,488 139,700 Keystone Automotive Industries, Inc.* 3,235,452 ----------- 6,478,940 ----------- BANKS 3.1% 81,000 Bank of the Ozarks, Inc. 2,571,750 122,550 Canadian Western Bank 2,593,329 190,550 Franklin Bank Corp.* 3,286,987 225,125 Placer Sierra Bancshares 5,171,121 32,825 Preferred Bank/Los Angeles, CA 1,309,718 127,100 Wilshire Bancorp, Inc. 1,657,384 ----------- 16,590,289 ----------- BIOTECHNOLOGY RESEARCH AND PRODUCTION 0.2% 390,875 Discovery Partners International, Inc.* 1,250,800 ----------- CHEMICALS 0.5% 87,825 Cabot Microelectronics Corp.* 2,755,948 ----------- COMMERCIAL SERVICES AND SUPPLIES 9.1% 58,925 Acadomia Group 3,055,967 1,149,400 Allen-Vanguard Corp.* 4,370,523 941,835 AMN Healthcare Services, Inc.* 14,984,595 61,775 Charles River Associates, Inc.* 3,048,596 105,375 Keith Cos., Inc.* 1,822,987 137,075 Monro Muffler, Inc.* 3,537,906 229,175 Providence Service Corp.* 5,329,419 9,565,600 Raffles Education Corp. Ltd. 3,853,125 114,450 Resources Connection, Inc.* 2,395,438 857,000 SM&A* 7,078,820 ----------- 49,477,376 ----------- COMPUTER SERVICES SOFTWARE AND SYSTEMS 4.7% 190,325 EPIQ Systems, Inc.* 2,470,418 208,865 Kintera, Inc.* 1,106,985 144,050 Kintera, Inc. PIPE* *** + 732,926 208,625 Open Solutions, Inc.* 4,137,034 343,275 Opnet Technologies, Inc.* 2,869,779 338,200 PEC Solutions, Inc.* 4,254,556 403,725 Pinnacle Systems, Inc.* 2,256,823 68,307 Retalix Ltd.* 1,622,291 479,925 Verisity Ltd.* 5,725,505 ----------- 25,176,317 ----------- COMPUTER TECHNOLOGY 1.3% 394,275 FARGO Electronics, Inc.* 5,784,014 294,950 Qualstar Corp.* 1,185,699 ----------- 6,969,713 ----------- CONSUMER PRODUCTS 0.5% 98,775 Helen of Troy Ltd.* 2,704,459 ----------- DIVERSIFIED FINANCIAL SERVICES 2.6% 2,525,300 Acta Holdings ASA* 4,458,988 179,000 Home Capital Group, Inc., Class B 4,983,443 404,936 U.S.I. Holdings Corp.* 4,770,146 ----------- 14,212,577 ----------- DRUGS AND PHARMACEUTICALS 1.3% 101,038 Docpharma N.V.* $ 3,668,021 282,800 ISTA Pharmaceuticals, Inc.* 2,794,064 53,675 Salix Pharmaceuticals Ltd.* 885,101 ----------- 7,347,186 ----------- ELECTRICAL AND ELECTRONICS 1.0% 111,525 Power Integrations, Inc.* 2,329,757 275,350 TTM Technologies, Inc.* 2,880,161 ----------- 5,209,918 ----------- ELECTRICAL EQUIPMENT 0.5% 2,824,400 Unisteel Technology Ltd. 2,976,834 ----------- ELECTRONIC EQUIPMENT AND INSTRUMENTS 0.6% 7,780,225 MFS Technology Ltd. 3,463,847 ----------- ELECTRONICS 1.3% 520,425 Nu Horizons Electronics Corp.* 3,721,039 168,125 Supertex, Inc.* 3,078,369 ----------- 6,799,408 ----------- ELECTRONICS -- MEDICAL SYSTEMS 1.1% 374,100 EPIX Pharmaceuticals, Inc.* 2,618,700 650,575 IRIDEX Corp.* ++ 3,227,503 ----------- 5,846,203 ----------- ELECTRONICS -- SEMICONDUCTORS/ COMPONENTS 11.6% 745,450 Advanced Power Technology, Inc.* ++ 5,292,695 453,025 ASE Test Ltd.* 2,301,367 224,550 Excel Technology, Inc.* 5,519,439 112,200 Integrated Circuit Systems, Inc.* 2,145,264 940,975 Micrel, Inc.* 8,675,790 1,103,650 O2Micro International Ltd.* 11,356,558 601,276 Pericom Semiconductor Corp.* 5,152,935 1,003,300 PLX Technology, Inc.* 10,534,650 260,750 SiRF Technology Holdings, Inc.* 2,909,970 208,700 Tessera Technologies, Inc.* 9,022,101 ----------- 62,910,769 ----------- ELECTRONICS -- TECHNOLOGY 0.5% 301,350 EFJ, Inc.* 2,480,110 ----------- FINANCE COMPANIES 1.0% 268,130 United PanAm Financial Corp.* 5,467,171 ----------- FINANCE -- SMALL LOAN 0.4% 138,697 Encore Capital Group, Inc.* 2,018,041 ----------- FINANCIAL INFORMATION SERVICES 0.2% 66,175 Huron Consulting Group, Inc.* 1,370,484 ----------- FINANCIAL -- MISCELLANEOUS 1.0% 111,200 First Cash Financial Services, Inc.* 2,354,104 89,950 Portfolio Recovery Associates, Inc.* 3,060,999 ----------- 5,415,103 ----------- FOOD AND DRUG RETAILING 0.4% 5,937,875 Convenience Retail Asia Ltd. 2,055,589 ----------- HEALTH CARE EQUIPMENT AND SUPPLIES 1.3% 287,500 Biacore International AB 6,566,526 883,000 LMA International N.V.* 481,374 ----------- 7,047,900 ----------- HEALTH CARE FACILITIES 1.7% 196,625 American Healthways, Inc.* 6,492,558 469,125 Capital Senior Living Corp.* 2,631,791 ----------- 9,124,349 ----------- 41 MICRO CAP FUND -- SCHEDULE OF INVESTMENTS SHARES VALUE - ------------------------------------------------------------------------------ HEALTH CARE MANAGEMENT SERVICES 7.5% 65,150 AMERIGROUP Corp.* $ 2,381,884 893,225 AmSurg Corp.* 22,598,593 85,350 Centene Corp.* 2,559,646 165,000 Computer Programs & Systems, Inc. 4,633,200 276,931 CorVel Corp.* 5,904,169 53,300 Molina Healthcare, Inc.* 2,456,597 ------------ 40,534,089 ------------ HEALTH CARE PROVIDERS AND SERVICES 1.9% 279,500 Icon plc ADR* 10,486,840 ------------ HEALTH CARE SERVICES 0.1% 19,145 DrugMax, Inc.* 61,647 ------------ HOME BUILDING 1.2% 112,275 Meritage Homes Corp.* 6,615,243 ------------ HOUSEHOLD DURABLES 0.3% 78,125 easyhome Ltd. 1,365,856 ------------ HOUSEHOLD FURNISHINGS 0.7% 121,625 Kirkland's, Inc.* 1,345,173 125,200 Select Comfort Corp.* 2,559,088 ------------ 3,904,261 ------------ INSURANCE 0.4% 243,625 KMG America Corp.* 2,375,344 ------------ MACHINERY 0.5% 12,501,650 MMI Holdings Ltd. 2,536,830 175 Pason Systems, Inc. 5,475 ------------ 2,542,305 ------------ MACHINERY -- OIL WELL EQUIPMENT AND SERVICES 0.8% 191,100 Gulf Island Fabrication, Inc. 4,483,206 ------------ MEDICAL AND DENTAL INSTRUMENTS AND SUPPLIES 6.9% 425,275 Abaxis, Inc.* 3,763,684 222,950 Cyberonics, Inc.* 9,847,701 375,125 Encision, Inc.* ++ 1,031,594 436,825 Enpath Medical, Inc.* ++ 3,547,019 164,390 ICU Medical, Inc.* 5,835,845 379,225 NuVasive, Inc.* 4,899,587 91,275 Shamir Optical Industry Ltd.* 1,410,199 335,200 Thoratec Corp.* 4,096,144 231,850 VNUS Medical Technologies, Inc.* 2,684,823 ------------ 37,116,596 ------------ MEDICAL SERVICES 1.8% 92,200 Stratagene Corp.* 814,126 652,862 U.S. Physical Therapy, Inc.* ++ 9,127,011 ------------ 9,941,137 ------------ MISCELLANEOUS MATERIALS AND COMMODITIES 0.4% 99,600 Symyx Technologies, Inc.* 2,196,180 ------------ OIL AND GAS 0.3% 428,425 Saxon Energy Services, Inc.* 1,699,888 ------------ PRODUCTION TECHNOLOGY EQUIPMENT 4.0% 130,075 ADE Corp.* $ 2,887,665 182,250 August Technology Corp.* 2,135,970 191,900 Entegris, Inc.* 1,897,891 528,550 inTEST Corp.* ++ 2,198,768 658,575 Intevac, Inc.* 6,210,362 610,500 LogicVision, Inc.* 1,630,035 152,100 Nanometrics, Inc.* 1,790,217 303,175 Nova Measuring Instruments Ltd.* 903,462 115,425 Rudolph Technologies, Inc.* 1,738,301 ------------ 21,392,671 ------------ REAL ESTATE INVESTMENT TRUSTS (REIT) 0.6% 88,950 Bimini Mortgage Management, Inc., Class A 1,231,958 117,200 Saxon Capital, Inc. 2,015,840 ------------ 3,247,798 ------------ RECREATIONAL VEHICLES AND BOATS 0.5% 255,875 National R.V. Holdings, Inc.* 2,599,690 ------------ RETAIL 12.7% 93,825 AC Moore Arts & Crafts, Inc.* 2,501,375 633,375 Big 5 Sporting Goods Corp. 15,644,362 54,475 Bijou Brigitte AG 9,005,265 140,400 Cost Plus, Inc.* 3,773,952 47,773 GiFi 2,601,482 133,850 Global Imaging Systems, Inc.* 4,746,321 192,525 Guitar Center, Inc.* 10,556,146 164,993 Hibbett Sporting Goods, Inc.* 4,956,390 224,225 Lithia Motors, Inc., Class A 5,742,402 73,100 O'Reilly Automotive, Inc.* 3,620,643 822,898 Pumpkin Patch Ltd. 1,925,542 96,950 School Specialty, Inc.* 3,796,562 ------------ 68,870,442 ------------ SAVINGS AND LOANS 0.7% 173,782 Commercial Capital Bancorp, Inc. 3,536,464 ------------ SEMICONDUCTOR EQUIPMENT AND PRODUCTS 1.0% 381,400 CSR plc* 2,354,548 954,220 PSi Technologies Holdings, Inc. ADR* ++ 1,068,726 79,178 SEZ Holding AG* 2,210,696 ------------ 5,633,970 ------------ SHOES 0.6% 120,200 Kenneth Cole Productions, Inc., Class A 3,502,628 ------------ TRUCKERS 2.3% 75,675 PAM Transportation Services* 1,301,610 62,400 Transport Corporation of America, Inc.* 550,368 455,500 USA Truck, Inc.* 10,453,725 ------------ 12,305,703 ------------ WHOLESALERS 0.7% 167,500 Beacon Roofing Supply, Inc.* 3,665,737 ------------ TOTAL COMMON STOCKS (COST $398,440,174) 507,505,651 ------------ 42 MARCH 31, 2005 (UNAUDITED) SHARES VALUE - ------------------------------------------------------------------------------- PREFERRED STOCKS 0.7% DRUGS AND PHARMACEUTICALS 0.2% 1,886,792 Point Biomedical Corp., Series F Pfd.* *** + $ 1,000,000 ----------- HEALTH CARE SERVICES 0.5% 3,200 DrugMax, Inc. Convertible Ptd. PIPE, Series A*** + 2,960,919 ----------- TOTAL PREFERRED STOCKS (COST $4,200,000) 3,960,919 ----------- WARRANTS 0.0% DRUGS AND PHARMACEUTICALS 0.0% 566,037 Point Biomedical Corp.* *** + -- ----------- HEALTH CARE SERVICES 0.0% 259,459 DrugMax, Inc.* *** + -- ----------- TOTAL WARRANTS (COST $0) -- ----------- PRINCIPAL AMOUNT VALUE - ------------------------------------------------------------------------------------------------ SHORT-TERM INVESTMENTS 5.4% REPURCHASE AGREEMENT 5.4% $29,343,000 Repurchase Agreement dated 3/31/05, 1.85% due 4/1/05 with State Street Bank and Trust Co. collateralized by $22,110,000 of United States Treasury Bonds 7.50% due 11/15/24; value: $29,932,960; repurchase proceeds: $29,344,508 (cost $29,343,000) $ 29,343,000 ------------ TOTAL SHORT-TERM INVESTMENTS (COST $29,343,000) 29,343,000 ------------ TOTAL INVESTMENTS (COST $431,983,174) 99.9% 540,809,570 OTHER ASSETS LESS LIABILITIES 0.1% 55,181 ------------ NET ASSETS 100.0% $540,864,751 ------------ *Non-income producing. ***Security was fair valued under procedures adopted by the Board of Directors (see Note 2). +Security purchased in a private placement transaction or under Rule 144A of the Securities Act of 1933 (see Note 8). ++Affiliated company (see Note 7). ADR American Depositary Receipt. PIPE Private Investment in a Public Equity. See notes to financial statements. 43 MICRO CAP VALUE FUND -- SCHEDULE OF INVESTMENTS SHARES VALUE - ------- ------------------------------------------------------- --------- COMMON STOCKS 93.6% AUTO PARTS -- AFTER MARKET 1.5% 50,000 Aftermarket Technology Corp.* $ 825,000 90,000 IMPCO Technologies, Inc.* 483,750 --------- 1,308,750 --------- BANKS 8.3% 50,000 CommerceWest Bank* 700,000 22,000 Dearborn Bancorp, Inc.* 583,000 75,000 First State Financial Corp.* 900,750 40,000 Franklin Bank Corp.* 690,000 25,000 MetroCorp Bancshares, Inc. 563,000 46,200 OptimumBank Holdings, Inc.* 471,702 30,000 Placer Sierra Bancshares 689,100 16,700 Preferred Bank/Los Angeles, CA 666,330 49,800 Security Business Bank of San Diego* 747,000 100,000 Wilshire Bancorp, Inc. 1,304,000 --------- 7,314,882 --------- BIOTECHNOLOGY RESEARCH AND PRODUCTION 2.0% 203,200 Discovery Partners International, Inc.* 650,240 30,000 Isolagen, Inc.* 188,700 38,625 Neurochem, Inc.* (Canada) 460,024 68,000 United-Guardian, Inc. 509,320 --------- 1,808,284 --------- BUILDING PRODUCTS 1.1% 350,000 CFM Corp.* (Canada) 405,042 50,000 IVRCL Infrastructure and Projects Ltd. (India) 542,535 --------- 947,577 --------- COMMERCIAL INFORMATION SERVICES 0.8% 56,800 Fastclick, Inc.* 681,600 --------- COMMERCIAL SERVICES AND SUPPLIES 6.4% 18,000 Acadomia Group (France) 933,516 769,250 ACE Security Laminates Corp.* (Canada) 286,144 400,000 Allen-Vanguard Corp.* (Canada) 1,520,975 60,000 AMN Healthcare Services, Inc.* 954,600 824,500 Environmental Management Solutions, Inc.* (Canada) 408,927 35,000 Monro Muffler, Inc.* 903,350 80,000 SM&A* 660,800 --------- 5,668,312 --------- COMPUTER SERVICES SOFTWARE AND SYSTEMS 1.0% 106,375 Opnet Technologies, Inc.* 889,295 --------- COMPUTER TECHNOLOGY 0.2% 50,000 Qualstar Corp.* 201,000 --------- CONSTRUCTION AND ENGINEERING 0.1% 99,865 Lycopodium Ltd.* (Australia) 131,309 --------- DISTRIBUTORS 0.9% 400,000 Commercial Solutions, Inc.* (Canada) 826,617 --------- DIVERSIFIED FINANCIAL SERVICES 0.9% 30,000 Home Capital Group, Inc., Class B (Canada) 835,214 --------- DRUGS AND PHARMACEUTICALS 3.2% 43,000 Acusphere, Inc.* $ 232,630 12,000 Docpharma N.V.* (Belgium) 435,640 122,700 ISTA Pharmaceuticals, Inc.* 1,212,276 33,500 Ligand Pharmaceuticals, Inc., Class B* 191,955 22,500 NeoPharm, Inc.* 174,825 20,000 Taro Pharmaceuticals Industries Ltd.* (Israel) 631,200 --------- 2,878,526 --------- ELECTRICAL EQUIPMENT 0.9% 800,000 Unisteel Technology Ltd. (Singapore) 843,176 --------- ELECTRONIC EQUIPMENT AND INSTRUMENTS 0.9% 800,000 Jurong Technologies Industrial Corp. Ltd. (Singapore) 765,643 --------- ELECTRONICS 0.3% 20,000 CyberOptics Corp.* 249,600 --------- ELECTRONICS -- MEDICAL SYSTEMS 1.3% 25,000 EPIX Pharmaceuticals, Inc.* 175,000 204,900 IRIDEX Corp.* 1,016,509 --------- 1,191,509 --------- ELECTRONICS -- SEMICONDUCTORS/COMPONENTS 6.5% 291,035 Advanced Power Technology, Inc.* 2,066,348 185,793 Aixtron AG ADR* (Germany) 772,899 45,000 Leadis Technology, Inc.* 269,100 50,000 Pericom Semiconductor Corp.* 428,500 210,000 PLX Technology, Inc.* 2,205,000 --------- 5,741,847 --------- ELECTRONICS -- TECHNOLOGY 0.7% 49,000 EFJ, Inc.* 403,270 100,000 Iteris, Inc.* 244,000 --------- 647,270 --------- FINANCE COMPANIES 2.5% 25,400 Dollar Financial Corp.* 301,752 55,000 Nicholas Financial, Inc. 990,000 45,000 United PanAm Financial Corp.* 917,550 --------- 2,209,302 --------- FINANCE -- SMALL LOAN 0.7% 40,000 Encore Capital Group, Inc.* 582,000 --------- FINANCIAL INFORMATION SERVICES 0.3% 10,950 Huron Consulting Group, Inc.* 226,774 --------- FINANCIAL -- MISCELLANEOUS 2.2% 50,000 First Cash Financial Services, Inc.* 1,058,500 169,300 Life Partners Holding, Inc. 929,457 --------- 1,987,957 --------- FOOD PRODUCTS 1.7% 200,000 CoolBrands International, Inc.* (Canada) 1,479,645 --------- FOODS 0.3% 100,000 Geopharma, Inc.* 305,000 --------- HEALTH CARE EQUIPMENT AND SUPPLIES 0.6% 149,000 LMA International N.V.* (Singapore) 81,228 175,000 MacroPore Biosurgery, Inc.* (Germany) 474,213 --------- 555,441 --------- HEALTH CARE FACILITIES 0.6% 100,000 Capital Senior Living Corp.* 561,000 --------- 44 MARCH 31, 2005 (UNAUDITED) SHARES VALUE - --------- ----------------------------------------------------- ----------- HEALTH CARE MANAGEMENT SERVICES 1.9% 39,500 Computer Programs & Systems, Inc. $ 1,109,160 25,000 IMPAC Medical Systems, Inc.* 594,500 ----------- 1,703,660 ----------- HEALTH CARE SERVICES 0.7% 4,786 DrugMax, Inc.* 15,411 25,000 Healthcare Services Group 606,250 ----------- 621,661 ----------- HOME BUILDING 1.2% 60,000 Orleans Homebuilders, Inc. 1,103,400 ----------- HOUSEHOLD DURABLES 2.7% 105,000 easyhome Ltd. (Canada) 1,835,710 800,000 HTL International Holdings Ltd. (Singapore) 566,963 ----------- 2,402,673 ----------- INSURANCE 0.8% 19,800 American Safety Insurance Holdings Ltd.* (Bermuda) 295,020 39,875 KMG America Corp.* 388,781 ----------- 683,801 ----------- MACHINERY 2.2% 300,000 Awea Mechantronic Co. Ltd. (Taiwan) 530,375 850,000 First Engineering Ltd.(Singapore) 643,588 25,000 Pason Systems, Inc. (Canada) 782,187 ----------- 1,956,150 ----------- MARINE 1.0% 1,320,000 Ezra Holdings Ltd. (Singapore) 871,525 ----------- MEDICAL AND DENTAL INSTRUMENTS AND SUPPLIES 11.3% 21,818 AngioDynamics, Inc.* 399,269 400,000 Bioject Medical Technologies, Inc.* 536,000 31,408 Cyberonics, Inc.* 1,387,291 164,734 Encision, Inc.* 453,019 231,575 Enpath Medical, Inc.* 1,880,389 21,750 ICU Medical, Inc.* 772,125 220,000 MTS Medication Technologies, Inc.* 1,375,000 67,000 North American Scientific, Inc.* 245,220 140,400 NuVasive, Inc.* 1,813,968 15,400 Shamir Optical Industry Ltd.* (Israel) 237,930 80,000 VNUS Medical Technologies, Inc.* 926,400 ----------- 10,026,611 ----------- MEDICAL SERVICES 0.2% 15,225 Stratagene Corp.* 134,437 ----------- METALS AND MINING 2.2% 500,000 Equigold NL (Australia) 479,539 2,000,000 EuroZinc Mining Corp.* (Canada) 1,487,911 ----------- 1,967,450 ----------- MULTI SECTOR COMPANIES 0.8% 35,000 GenCorp, Inc. 700,000 ----------- OIL AND GAS 3.5% 50,000 Energy Partners Ltd.* 1,298,500 45,000 Harvest Natural Resources, Inc.* 535,050 53,330 Saxon Energy Services, Inc.* (Canada) 211,601 166,670 Saxon Energy Services, Inc. PIPE* ***+ (Canada) 627,309 25,000 Toreador Resources Corp.* 453,750 ----------- 3,126,210 ----------- PRODUCTION TECHNOLOGY EQUIPMENT 6.4% 25,000 August Technology Corp.* $ 293,000 273,335 inTEST Corp.* 1,137,074 101,575 Intevac, Inc.* 957,852 639,000 LogicVision, Inc.* 1,706,130 90,000 Nanometrics, Inc.* 1,059,300 165,550 Nova Measuring Instruments Ltd.* (Israel) 493,339 ----------- 5,646,695 ----------- REAL ESTATE INVESTMENT TRUSTS (REIT) 0.4% 36,250 Medical Properties Trust, Inc.*** + 371,563 ----------- RECREATIONAL VEHICLES AND BOATS 0.3% 30,000 National R.V. Holdings, Inc.* 304,800 ----------- RESTAURANTS 0.3% 250,000 Steakhouse Partners, Inc.* ++ 262,500 ----------- RETAIL 3.9% 30,000 Big 5 Sporting Goods Corp. 741,000 11,000 Bijou Brigitte AG (Germany) 1,818,410 1,796,600 Bonjour Holdings Ltd. (Hong Kong) 898,375 ----------- 3,457,785 ----------- SAVINGS AND LOANS 1.2% 86,375 BFC Financial Corp., Class A* 816,244 22,500 Pacific Premier Bancorp, Inc.* 247,500 ----------- 1,063,744 ----------- SEMICONDUCTOR EQUIPMENT AND PRODUCTS 0.6% 388,000 Holtek Semiconductor, Inc. (Taiwan) 459,354 57,525 PSi Technologies Holdings, Inc. ADR* (Phnippines) 64,428 ----------- 523,782 ----------- SOFTWARE 1.1% 35,000 Isra Vision Systems AG* (Germany) 848,591 17,225 Ninetowns Digital World Trade Holdings Ltd. ADR* (China) 156,231 ----------- 1,004,822 ----------- TELECOMMUNICATIONS EQUIPMENT 0.7% 104,167 WPCS International, Inc.* 619,794 ----------- TEXTILES, APPAREL AND LUXURY GOODS 0.5% 70,000 Phoenix Footwear Group, Inc.* 479,500 ----------- TRANSPORTATION -- MISCELLANEOUS 0.7% 419,650 Autolnfo, Inc.* 226,611 20,000 SCS Transportation, Inc.* 371,800 ----------- 598,411 ----------- TRUCKERS 2.4% 70,000 Transport Corporation of 617,400 America, Inc.* 40,000 USA Truck, Inc.* 918,000 40,000 Vitran Corp., Inc.* (Canada) 594,000 ----------- 2,129,400 ----------- WHOLESALERS 0.7% 27,250 Beacon Roofing Supply, Inc.* 596,366 ----------- TOTAL COMMON STOCKS (cost $72,665,079) 83,194,270 ----------- 45 MICRO CAP VALUE FUND -- SCHEDULE OF INVESTMENTS (CONTINUED) MARCH 31, 2005 (UNAUDITED) SHARES VALUE - --------- ----------------------------------------------------- ---------- PREFERRED STOCKS 1.1% DRUGS AND PHARMACEUTICALS 0.2% 377,358 Point Biomedical Corp., Series FPfd.* *** + $ 200,000 ----------- HEALTH CARE SERVICES 0.9% 800 DrugMax, Inc. Convertible Pfd. PIPE, Series A*** + 740,230 ----------- TOTAL PREFERRED STOCKS (COST $1,000,000) 940,230 ----------- WARRANTS 0.1% COMMERCIAL SERVICES AND SUPPLIES 0.0% 384,625 ACE Security Laminates Corp.* *** + (Canada) -- ----------- COMPUTER SERVICES SOFTWARE AND SYSTEMS 0.0% 200,000 CORVU CORP.* *** + -- ----------- DRUGS AND PHARMACEUTICALS 0.0% 8,600 Acusphere, Inc.* ***+ -- 113,207 Point Biomedical Corp.* *** + -- ----------- -- ----------- HEALTH CARE SERVICES 0.0% 64,864 DrugMax, Inc.* *** + -- ----------- OIL AND GAS 0.1% 83,335 Saxon Energy Services, Inc.* *** + (Canada) 68,612 ----------- TELECOMMUNICATIONS Equipment 0.0% 104,167 WPCS International, Inc.* *** + -- ----------- TOTAL WARRANTS (COST $0) 68,612 ----------- PRINCIPAL AMOUNT VALUE - ---------- ----------------------------------------------------- ---------- SHORT-TERM INVESTMENTS 4.2% Repurchase Agreement 4.2% $3,776,000 Repurchase Agreement dated 3/31/05, 1.85% due 4/1/05 with State Street Bank and Trust Co. collateralized by $3,905,000 of Federal National Mortgage Association MTN 3.00% due 7/16/13; value: $3,856,188; repurchase proceeds: $3,776,194+++ (cost $3,776,000) $ 3,776,000 ----------- TOTAL SHORT-TERM INVESTMENTS (COST $3,776,000) 3,776,000 ----------- TOTAL INVESTMENTS (COST $77,441,079) 99.0% 87,979,112 OTHER ASSETS LESS LIABILITIES 1.0% 893,450 ----------- NET ASSETS 100.0% $88,872,562 =========== SHARES VALUE - ------ ------------------------------------------------------- ----------- SECURITIES SOLD SHORT 15,000 724 Solutions, Inc.* (Canada) $ 223,950 16,700 Ceramic Protection Corp.* (Canada) 307,150 10,000 Deckers Outdoor Corp.* 357,400 10,000 Headwaters, Inc.* 328,200 ----------- TOTAL SECURITIES SOLD SHORT (PROCEEDS $1,247,777) $1,216,700 =========== *Non-income producing. ***Security was fair valued under procedures adopted by the Board of Directors (see Note 2). + Security purchased in a private placement transaction or under Rule 144A of the Securities Act of 1933 (see Note 9). ++ Affiliated company (see Note 8). +++ All or a portion of this security has been designated as collateral for open short positions. ADR American Depositary Receipt. MTN Medium Term Note. PIPE Private Investment in a Public Equity. See notes to financial statements. At March 31,2005, Wasatch Micro Cap Value Fund's investments, excluding securities sold short and short-term investments, were in the following countries: COUNTRY % - --------------------------------------------------- ----- Australia 0.7 Belgium 0.5 Bermuda 0.3 Canada 14.0 China 0.2 France 1.1 Germany 4.7 Hong Kong 1.1 India 0.6 Israel 1.6 Philippines 0.1 Singapore 4.5 Taiwan 1.2 United States 69.4 ----- TOTAL 100.0% ===== 46 SMALL CAP GROWTH FUND -- SCHEDULE OF INVESTMENTS MARCH 31, 2005 (UNAUDITED) SHARES VALUE - --------- ----------------------------------------------------- ----------- COMMON STOCKS 93.4% AIRLINES 0.9% 889,650 WestJet Airlines Ltd.* $11,509,008 ----------- BANKS 3.9% 331,450 Bank of the Ozarks, Inc. 10,523,538 218,425 Doral Financial Corp. 4,781,323 207,425 First Community Bancorp 9,188,927 394,400 HDFC Bank Ltd. ADR 16,576,632 326,675 Prosperity Bancshares, Inc. 8,653,621 ----------- 49,724,041 ----------- BEVERAGE -- SOFT DRINKS 0.2% 122,950 Peet's Coffee & Tea, Inc.* 3,030,718 ----------- BIOTECHNOLOGY RESEARCH AND PRODUCTION 2.8% 262,200 Charles River Laboratories International, Inc.* 12,333,888 326,325 Encysive Pharmaceuticals, Inc.* 3,335,042 358,075 Myriad Genetics, Inc.* 6,584,999 347,200 Neurochem, Inc.* 4,135,152 753,400 QIAGEN N.V.* 8,995,596 ----------- 35,384,677 ----------- CHEMICALS 0.6% 253,550 Cabot Microelectronics Corp.* 7,956,399 ----------- COMMERCIAL INFORMATION SERVICES 0.7% 436,425 LECG Corp.* 8,553,930 ----------- COMMERCIAL SERVICES AND SUPPLIES 6.4% 208,194 Charles River Associates, Inc.* 10,274,374 859,700 Copart, Inc.* 20,254,532 96,100 Corporate Executive Board Co. 6,145,595 74,675 CoStar Group, Inc.* 2,751,774 290,325 Jackson Hewitt Tax Service, Inc. 6,073,599 221,525 Regis Corp. 9,067,018 523,910 Resources Connection, Inc.* 10,965,436 518,350 West Corp.* 16,587,200 ----------- 82,119,528 ----------- COMMUNICATIONS TECHNOLOGY 0.8% 198,525 j2 Global Communications, Inc.* 6,811,393 280,325 UTStarcom, Inc.* 3,069,559 ----------- 9,880,952 ----------- COMPUTER SERVICES SOFTWARE AND SYSTEMS 6.9% 435,146 Cognizant Technology Solutions Corp., Class A* 20,103,745 14,200 Kanbay International, Inc.* 290,532 755,450 Kintera, Inc. PIPE* *** + 3,843,730 248,000 Macrovision Corp.* 5,651,920 276,825 Manhattan Associates, Inc.* 5,638,925 690,700 Nassda Corp.* 4,600,062 149,150 NAVTEQ Corp.* 6,465,652 299,325 Open Solutions, Inc.* 5,935,615 138,642 Retalix Ltd.* 3,292,747 307,300 SRA International, Inc., Class A* 18,514,825 157,125 Verint Systems, Inc.* 5,489,948 756,875 Verisity Ltd.* 9,029,519 ----------- 88,857,220 ----------- CONSUMER ELECTRONICS 0.4% 271,825 Digital Theater Systems, Inc.* 4,922,751 ----------- CONSUMER PRODUCTS 2.0% 794,325 Yankee Candle Co., Inc.* 25,180,102 ----------- DIVERSIFIED FINANCIAL SERVICES 0.8% 253,820 AWD Holding AG $11,189,066 ----------- DRUGS AND PHARMACEUTICALS 2.7% 304,975 Ligand Pharmaceuticals, Inc., Class B* 1,747,507 113,050 Medicines Company (The)* 2,561,713 375,875 Medicis Pharmaceutical Corp., Class A 11,268,732 267,075 NeoPharm, Inc.* 2,075,173 303,200 Salix Pharmaceuticals Ltd.* 4,999,768 305,900 Taro Pharmaceuticals Industries Ltd.* 9,654,204 ----------- 32,307,097 ----------- EDUCATION SERVICES 0.8% 90,375 Strayer Education, Inc. 10,241,295 ----------- ELECTRICAL AND ELECTRONICS 1.3% 774,000 Power Integrations, Inc.* 16,168,860 ----------- ELECTRONICS 1.3% 106,416 Flir Systems, Inc.* 3,224,405 785,450 Semtech Corp.* 14,035,991 ----------- 17,260,396 ----------- ELECTRONICS -- SEMICONDUCTORS/COMPONENTS 6.9% 981,675 AMIS Holdings, Inc.* 11,083,111 1,029,305 Integrated Circuit Systems, Inc.* 19,680,312 1,832,775 Micrel, Inc.* 16,898,185 607,525 PLX Technology, Inc.* 6,379,012 284,725 Silicon Laboratories, Inc.* 8,459,180 509,905 SiRF Technology Holdings, Inc.* 5,690,540 475,325 Tessera Technologies, Inc.* 20,548,300 ----------- 88,738,640 ----------- FINANCIAL INFORMATION SERVICES 1.6% 638,600 Factset Research Systems, Inc. 21,080,186 ----------- FINANCIAL -- MISCELLANEOUS 1.6% 455,350 Brown & Brown, Inc. 20,987,081 ----------- HEALTH CARE FACILITIES 4.2% 775,700 American Healthways, Inc.* 25,613,614 258,150 Pharmaceutical Product Development, Inc.* 12,507,368 350,925 United Surgical Partners International, Inc.* 16,061,837 ----------- 54,182,819 ----------- HEALTH CARE MANAGEMENT SERVICES 5.6% 636,625 AMERIGROUP Corp.* 23,275,010 1,535,263 AmSurg Corp.* ++ 38,842,154 143,325 Pediatrix Medical Group, Inc.* 9,830,662 ----------- 71,947,826 ----------- HEALTH CARE PROVIDERS AND SERVICES 1.4% 478,725 Icon pic ADR* 17,961,762 ----------- HEALTH CARE SERVICES 1.1% 312,325 Accredo Health, Inc.* 13,870,353 ----------- 47 SMALL CAP GROWTH FUND -- SCHEDULE OF INVESTMENTS (CONTINUED) SHARES VALUE - --------- ----------------------------------------------------- ----------- HOME BUILDING 3.7% 414,500 Meritage Homes Corp.* $ 24,422,340 16,440 NVR, Inc.* 12,905,400 131,100 Ton Brothers, Inc.* 10,337,235 ------------- 47,664,975 ------------- HOUSEHOLD DURABLES 0.4% 200,550 Desarrolladora Homex, S.A. de C.V. ADR* 4,929,519 ------------- HOUSEHOLD FURNISHINGS 0.8% 506,975 Select Comfort Corp.* 10,362,569 ------------- INSURANCE 0.5% 300,475 Direct General Corp. 6,171,756 ------------- INVESTMENT MANAGEMENT COMPANIES 0.6% 297,397 Calamos Asset Management, Inc., Class A 8,005,927 ------------- MEDICAL AND DENTAL INSTRUMENTS AND SUPPLIES 5.4% 723,087 Abaxis, Inc.* 6,399,320 310,915 ICU Medical, Inc.* 11,037,483 101,475 Kinetic Concepts, Inc.* 6,052,984 103,675 ResMed, Inc.* 5,847,270 837,213 Techne Corp.* 33,639,218 249,875 Wright Medical Group, Inc.* 5,997,000 ------------- 68,973,275 ------------- MEDICAL SERVICES 0.6% 281,925 PRA International* 7,592,240 ------------- MISCELLANEOUS MATERIALS AND COMMODITIES 0.3% 171,464 Symyx Technologies, Inc.* 3,780,781 ------------- PRODUCTION TECHNOLOGY EQUIPMENT 0.5% 392,025 Rudolph Technologies, Inc.* 5,903,896 ------------- REAL ESTATE INVESTMENT TRUSTS (REIT) 3.0% 771,100 Capital Automotive 25,538,832 258,700 Redwood Trust, Inc. 13,240,266 ------------- 38,779,098 ------------- RESTAURANTS 0.1% 30,800 Texas Roadhouse, Inc., Class A* 864,864 ------------- RETAIL 14.3% 220,806 99 Cents Only Stores* 2,908,015 509,100 Big 5 Sporting Goods Corp. 12,574,770 200,825 Blue Nile, Inc.* 5,552,811 705,371 Chico's FAS, Inc.* 19,933,784 366,075 Cost Plus, Inc.* 9,840,096 698,094 Dollar Tree Stores, Inc.* 20,056,241 466,475 Guitar Center, Inc.* 25,576,824 485,961 Hibbett Sporting Goods, Inc.* 14,598,268 114,156 Jos. A. Bank Clothiers, Inc.* 3,344,771 1,057,047 O'Reilly Automotive, Inc.* 52,355,538 594,425 Tuesday Morning Corp.* 17,161,050 ------------- 183,902,168 ------------- SAVINGS AND LOANS 0.6% 242,968 Harbor Florida Bancshares, Inc. 8,285,209 ------------- SECURITIES AND BROKERAGE SERVICES 0.4% 319,700 optionsXpress, Inc.* 5,175,943 ------------- SEMICONDUCTOR EQUIPMENT AND PRODUCTS 1.5% 894,975 CSR pic* $ 5,525,069 1,323,650 O2Micro International Ltd.* 13,620,358 ------------- 19,145,427 ------------- TEXTILES, APPAREL AND LUXURY GOODS 1.0% 328,500 Carter's, Inc.* 13,057,875 ------------- TRUCKERS 2.6% 1,345,468 Knight Transportation, Inc. 33,192,696 ------------- UTILITIES -- TELECOMMUNICATIONS 2.2% 1,293,250 Nextel Partners, Inc., Class A* 28,399,770 ------------- TOTAL COMMON STOCKS (COST $873,379,550) 1,197,242,695 ------------- PREFERRED STOCKS 0.3% DRUGS AND PHARMACEUTICALS 0.1% 3,773,584 Point Biomedical Corp., Series F Pfd.* *** + 2,000,000 ------------- ELECTRONICS -- MEDICAL SYSTEMS 0.1% 1,620,220 Zonare Medical Systems, Inc.,Series E Pfd.* *** + 1,500,000 ------------- HEALTH CARE MANAGEMENT SERVICES 0.1% 516,161 Elder Health, Inc., Series G Pfd.* *** + 571,428 ------------- TOTAL PREFERRED STOCKS (COST $4,071,428) 4,071,428 ------------- LIMITED PARTNERSHIP INTEREST 0.0% OTHER 0.0% Montagu Newhall Global Partners II-B, L.P.* *** + 356,544 ------------- TOTAL LIMITED PARTNERSHIP INTEREST (COST $471,435) 356,544 ------------- WARRANTS 0.0% DRUGS AND PHARMACEUTICALS 0.0% 1,132,075 Point Biomedical Corp.* *** + -- ------------- ELECTRONICS -- MEDICAL SYSTEMS 0.0% 243,033 Zonare Medical Systems, Inc.* *** + -- ------------- ELECTRONICS -- SEMICONDUCTORS/COMPONENTS 0.0% 40,248 SiRF Technology Holdings, Inc.* *** + 187,555 ------------- TOTAL WARRANTS (COST $0) 187,555 ------------- 48 MARCH 31, 2005 (UNAUDITED) PRINCIPAL AMOUNT VALUE - ------------ ----------------------------------------------- -------------- SHORT-TERM INVESTMENTS 6.4% REPURCHASE AGREEMENT 6.4% $81,504,000 Repurchase Agreement dated 3/31/05, 1.85% due 4/1/05 with State Street Bank and Trust Co. collateralized by $71,015,000 of United States Treasury Bonds 6.25% due 8/15/23; value: $83,138,823; repurchase proceeds: $81,508,188 +++ (cost $81,504,000) $ 81,504,000 -------------- TOTAL SHORT-TERM INVESTMENTS (COST $81,504,000) 81,504,000 -------------- TOTAL INVESTMENTS (COST $959,426,413) 100.1% 1,283,362,222 LIABILITIES LESS OTHER ASSETS (0.1)% (826,722) -------------- NET ASSETS 100.0% $1,282,535,500 ============== *Non-income producing. ***Security was fair valued under procedures adopted by the Board of Directors (see Note 2). + Security purchased in a private placement transaction or under Rule 144A of the Securities Act of 1933 (see Note 8). ++ Affiliated company (see Note 7). +++ All or a portion of this security has been designated as collateral for purchase commitments. ADR American Depositary Receipt. PIPE Private Investment in a Public Equity. See notes to financial statements. 49 SMALL CAP VALUE FUND -- SCHEDULE OF INVESTMENTS SHARES VALUE - --------- ------------------------------------------------------- ----------- COMMON STOCKS 98.3% AEROSPACE 0.6% 276,268 HEICO Corp., Class A +++ $ 4,384,373 ----------- AUTO PARTS -- AFTER MARKET 4.1% 899,789 Aftermarket Technology Corp.* 14,846,519 666,759 Keystone Automotive Industries, Inc.* 15,442,138 ----------- 30,288,657 ----------- BANKS 4.4% 405,808 Doral Financial Corp. 8,883,137 628,350 Franklin Bank Corp.* 10,839,037 255,775 Placer Sierra Bancshares 5,875,152 1,238,722 UTI Bank Ltd. 6,865,873 ----------- 32,463,199 ----------- BUILDING -- MISCELLANEOUS 1.0% 205,250 Drew Industries, Inc.* 7,727,663 ----------- COMMERCIAL INFORMATION SERVICES 0.7% 1,002,911 Integrated Alarm Services Group, Inc.* 5,014,555 ----------- COMMERCIAL SERVICES AND SUPPLIES 7.0% 568,025 Administaff, Inc. 8,293,165 565,350 Allen-Vanguard Corp.* 2,149,709 769,577 AMN Healthcare Services, Inc.* 12,243,970 240,000 Macquarie Infrastructure Company Trust* 6,720,000 275,189 Monro Muffler, Inc.* 7,102,628 280,300 PHH Corp.* 6,130,161 149,125 RemedyTemp, Inc., Class A* 1,468,881 622,950 SM&A* 5,145,567 65,700 World Fuel Services Corp. 2,069,550 ----------- 51,323,631 ----------- COMPUTER SERVICES SOFTWARE AND SYSTEMS 0.9% 411,300 Concord Communications, Inc.* 4,162,356 150,775 SPSS, Inc.* 2,621,977 ----------- 6,784,333 ----------- CONSUMER PRODUCTS 1.1% 140,075 Helen of Troy Ltd.* 3,835,254 89,050 Jarden Corp.* 4,085,614 ----------- 7,920,868 ----------- CONTAINERS AND PACKAGING -- METAL AND GLASS 1.5% 273,862 Mobile Mini, Inc.* 11,066,763 ----------- DIVERSIFIED FINANCIAL SERVICES 4.1% 164,575 Eurocastle Investment Ltd. 3,894,178 349,350 Housing Development Finance Corp. Ltd. 5,812,634 688,437 Hub International Ltd. 13,286,834 630,625 U.S.I. Holdings Corp.* 7,428,762 ----------- 30,422,408 ----------- ELECTRICAL AND ELECTRONICS 1.9% 409,625 Multi-Fineline Electronix, Inc.* 7,229,881 621,425 TTM Technologies, Inc.* 6,500,106 ----------- 13,729,987 ----------- ELECTRONICS 1.7% 510,884 Nu Horizons Electronics Corp.* 3,652,821 494,400 Supertex, Inc.* 9,052,464 ----------- 12,705,285 ----------- ELECTRONICS -- SEMICONDUCTORS/COMPONENTS 3.0% 656,025 ASE Test Ltd.* $ 3,332,607 246,575 Excel Technology, Inc.* 6,060,813 432,700 Micrel, Inc.* 3,989,494 838,275 Pericom Semiconductor Corp.* 7,184,017 533,325 SIPEX Corp.* 1,237,314 ----------- 21,804,245 ----------- FINANCE COMPANIES 3.4% 337,950 Accredited Home Lenders Holding Co.* 12,243,928 189,775 Dollar Financial Corp.* 2,254,527 493,500 United PanAm Financial Corp.* 10,062,465 20,111 World Acceptance Corp.* 513,233 ----------- 25,074,153 ----------- FINANCE -- SMALL LOAN 3.7% 1,167,400 AmeriCredit Corp.* +++ 27,363,856 ----------- FINANCIAL -- MISCELLANEOUS 1.4% 314,979 Fidelity National Financial, Inc. 10,375,408 ----------- FOODS 2.2% 656,391 NBTY, Inc.* 16,468,850 ----------- HEALTH CARE FACILITIES 0.5% 624,925 Capital Senior Living Corp.* 3,505,829 ----------- HOME BUILDING 5.6% 273,275 Hovnanian Enterprises, Inc., Class A* 13,937,025 160,897 M.D.C. Holdings, Inc. 11,206,476 54,625 Meritage Homes Corp.* 3,218,505 3,860 NVR, Inc.* 3,030,100 123,500 Toll Brothers, Inc.* 9,737,975 ----------- 41,130,081 ----------- HOTELS, RESTAURANTS AND LEISURE 0.8% 234,900 Orient-Express Hotels Ltd., Class A 6,130,890 ----------- HOUSEHOLD FURNISHINGS 1.1% 417,562 Kirkland's, Inc.* 4,618,236 174,075 Select Comfort Corp.* 3,558,093 ----------- 8,176,329 ----------- INSURANCE 3.0% 589,050 Direct General Corp. 12,099,087 695,575 KMG America Corp.* 6,781,856 131,000 Scottish Re Group Ltd. 2,950,120 ----------- 21,831,063 ----------- INVESTMENT MANAGEMENT COMPANIES 3.6% 424,150 Apollo Investment Corp. 7,117,237 408,400 Ares Capital Corp. 6,697,760 400 Brantley Mezzanine Finance, LLC* ** *** + 40,000 335,275 MCG Capital Corp. 5,158,206 137,500 NGP Capital Resources Co. 2,211,000 350,200 Technology Investment Capital Corp. 5,235,490 ----------- 26,459,693 ----------- MEDICAL SERVICES 1.1% 556,350 U.S. Physical Therapy, Inc.* 7,777,773 ----------- OIL AND GAS 3.2% 343,000 Harvest Natural Resources, Inc.* 4,078,270 253,100 Plains Exploration & Production Co.* 8,833,190 111,425 Saxon Energy Services, Inc.* 442,108 390,150 Toreador Resources Corp.* 7,081,222 56,575 Ultra Petroleum Corp.* 2,874,010 ----------- 23,308,800 ----------- PRODUCTION TECHNOLOGY EQUIPMENT 0.4% 255,900 Nanometrics, Inc.* 3,011,943 ----------- 50 MARCH 31, 2005 (UNAUDITED) SHARES VALUE - --------- ----------------------------------------------------- ------------- REAL ESTATE INVESTMENT TRUSTS (REIT) 16.3% 470,775 Arbor Realty Trust, Inc. $ 11,651,681 215,300 Bimini Mortgage Management, Inc., Class A 2,981,905 300,000 Crystal River Capital, Inc.* *** + 7,500,000 61,050 ECC Capital Corp.* 366,300 1,310,800 HomeBanc Corp. 11,587,472 402,025 JER Investors Trust, Inc.* *** + 6,030,375 360,000 KKR Financial Corp.* *** + 3,780,000 325,500 Medical Properties Trust, Inc.*** + 3,336,375 408,325 MortgageIT Holdings, Inc. 6,512,784 256,025 Newcastle Investment Corp. 7,578,340 747,850 NorthStar Realty Finance Corp.* 7,239,188 697,950 Provident Senior Living Trust*** + 11,271,893 395,675 Redwood Trust, Inc. 20,250,646 1,153,050 Saxon Capital, Inc. 19,832,460 ------------- 119,919,419 ------------- RECREATIONAL VEHICLES AND BOATS 0.4% 282,875 National R.V. Holdings, Inc.* 2,874,010 ------------- RENTAL AND LEASING SERVICES -- COMMERCIAL 1.2% 278,240 McGrath RentCorp 6,505,251 564,373 MicroFinancial, Inc.* 2,624,335 ------------- 9,129,586 ------------- RENTAL AND LEASING SERVICES -- CONSUMER 1.1% 300,387 Rent-A-Center, Inc.* 8,203,569 ------------- RETAIL 8.7% 89,275 America's Car-Mart, Inc.* 3,129,981 193,261 Big 5 Sporting Goods Corp. 4,773,547 136,675 Dollar Tree Stores, Inc.* 3,926,673 351,800 Global Imaging Systems, Inc.* 12,474,828 181,052 Group 1 Automotive, Inc.* 4,761,668 624,800 Lithia Motors, Inc., Class A 16,001,128 119,175 School Specialty, Inc.* 4,666,893 395,867 Sonic Automotive, Inc. 8,990,139 721,643 Whitehall Jewellers, Inc.* + 5,123,665 ------------- 63,848,522 ------------- SAVINGS AND LOANS 2.0% 709,819 Commercial Capital Bancorp, Inc. 14,444,817 ------------- TRANSPORTATION -- MISCELLANEOUS 0.7% 271,350 Sea Containers Ltd., Class A 4,954,851 ------------- TRUCKERS 5.0% 847,700 Quality Distribution, Inc.* 9,197,545 296,775 Swift Transportation Co., Inc.* 6,570,599 392,442 Transport Corporation of America, Inc.* + 3,461,338 403,675 USA Truck, Inc.* 9,264,341 555,225 Vitran Corp., Inc.* 8,245,091 ------------- 36,738,914 ------------- UTILITIES -- CABLE TV AND RADIO 0.2% 492,450 Knology, Inc.* 1,167,107 ------------- WHOLESALERS 0.7% 235,775 Beacon Roofing Supply, Inc.* 5,159,936 ------------- TOTAL COMMON STOCKS (COST $593,554,523) 722,691,366 ------------- PRINCIPAL AMOUNT VALUE - ---------- ------------------------------------------------------ ------------ CORPORATE BONDS 0.3% INVESTMENT MANAGEMENT COMPANIES 0.3% $2,000,000 BRANTLEY MEZZANINE FINANCE, LLC, 10.00%, 9/21/09*** + $ 1,963,323 ------------ TOTAL CORPORATE BONDS (COST $1,963,323) 1,963,323 ------------ SHORT-TERM INVESTMENTS 1.5% REPURCHASE AGREEMENT 1.5% 4,331,000 Repurchase Agreement dated 3/31/05, 1.85% due 4/1/05 with State Street Bank and Trust Co. collateralized by $3,450,000 of United States Treasury Bonds 7.50% due 11/15/16; value: $4,417,797; repurchase proceeds: $4,331,223 (cost $4,331,000) 4,331,000 6,657,000 Repurchase Agreement dated 3/31/05, 1.85% due 4/1/05 with State Street Bank and Trust Co. collateralized by $5,020,000 of United States Treasury Bonds 7.50% due 11/15/24; value: $6,796,176; repurchase proceeds: $6,657,342 (cost $6,657,000) 6,657,000 ------------ TOTAL SHORT-TERM INVESTMENTS (COST $10,988,000) 10,988,000 ------------ TOTAL INVESTMENTS (COST $606,505,846) 100.1% 735,642,689 LIABILITIES LESS OTHER ASSETS (0.1)% (404,536) ------------ NET ASSETS 100.0% $735,238,153 ============ SHARES VALUE - --------- ------------------------------------------------------ ------------ SECURITIES SOLD SHORT 40,300 HEICO Corp. (proceeds $326,420) $ 810,030 ============ *Non-income producing. **Common units. ***Security was fair valued under procedures adopted by the Board of Directors (see Note 2). + Security purchased in a private placement transaction or under Rule 144A of the Securities Act of 1933 (see Note 8). ++ Affiliated company (see Note 7). +++ All or a portion of this security has been designated as collateral for open short positions. See notes to financial statements. 51 ULTRA GROWTH FUND -- SCHEDULE OF INVESTMENTS SHARES VALUE - ------- --------------------------------------------------------- ----------- COMMON STOCKS 96.5% AEROSPACE 1.5% 175,550 MTC Technologies, Inc.* $ 5,705,375 ----------- AUTO PARTS -- AFTER MARKET 0.2% 173,900 IMPCO Technologies, Inc.* 934,712 ----------- BANKS 3.3% 205,962 Doral Financial Corp. 4,508,508 149,150 HDFC Bank Ltd. ADR 6,268,775 134,459 W Holding Co., Inc. 1,354,002 50,600 Wilshire Bancorp, Inc. 659,824 ----------- 12,791,109 ----------- BIOTECHNOLOGY RESEARCH AND PRODUCTION 1.6% 57,375 Celgene Corp.* 1,953,619 88,675 Encysive Pharmaceuticals, Inc.* 906,259 160,525 Isolagen, Inc.* 1,009,702 198,875 Neurochem, Inc.* 2,368,601 82,675 Xcyte Therapies, Inc.* 101,690 ----------- 6,339,871 ----------- CHEMICALS 0.5% 57,875 Cabot Microelectronics Corp.* 1,816,117 ----------- COMMERCIAL INFORMATION SERVICES 0.8% 168,175 LECG Corp.* 3,296,230 ----------- COMMERCIAL SERVICES AND SUPPLIES 8.0% 225,150 Advisory Board Co. (The)* 9,839,055 253,305 AMN Healthcare Services, Inc.* 4,030,083 121,050 Corporate Executive Board Co. 7,741,147 54,900 CoStar Group, Inc.* 2,023,065 40,800 Jackson Hewitt Tax Service, Inc. 853,536 41,425 Navigant Consulting, Inc.* 1,128,003 16,500 Resources Connection, Inc.* 345,345 278,475 SM&A* 2,300,203 426,724 Wireless Facilities, Inc.* 2,667,025 ----------- 30,927,462 ----------- COMMUNICATIONS TECHNOLOGY 0.8% 26,225 j2 Global Communications, Inc.* 899,780 189,600 UTStarcom, Inc.* 2,076,120 ----------- 2,975,900 ----------- COMPUTER SERVICES SOFTWARE AND SYSTEMS 15.0% 217,100 Affiliated Computer Services, Inc., Class A* 11,558,404 52,325 CACI International, Inc., Class A* 2,889,910 130,035 Cognizant Technology Solutions Corp., Class A* 6,007,617 313,704 EPIQ Systems, Inc.* 4,071,878 43,000 Kanbay International, Inc.* 879,780 747,171 Kintera, Inc.* 3,960,006 102,525 Kintera, Inc. PIPE* *** + 521,647 588,225 Lionbridge Technologies, Inc.* 3,347,000 34,950 Manhattan Associates, Inc.* 711,932 289,053 Nassda Corp.* 1,925,093 96,125 Open Solutions, Inc.* 1,906,159 120,100 Opnet Technologies, Inc.* 1,004,036 149,900 PDF Solutions, Inc.* 2,098,600 193,409 SRA International, Inc., Class A* 11,652,892 456,334 Verisity Ltd.* 5,444,065 ----------- 57,979,019 ----------- DIVERSIFIED FINANCIAL SERVICES 0.7% 23,000 AWD Holding AG $ 1,013,902 100,150 Hub International Ltd. 1,932,895 ----------- 2,946,797 ----------- DRUGS AND PHARMACEUTICALS 1.6% 44,800 Angiotech Pharmaceuticals, Inc.* 687,680 147,775 NeoPharm, Inc.* 1,148,212 89,325 Salix Pharmaceuticals Ltd.* 1,472,969 98,890 Taro Pharmaceuticals Industries Ltd.* 3,120,968 ----------- 6,429,829 ----------- EDUCATION SERVICES 2.0% 350,300 Corinthian Colleges, Inc.* 5,506,716 17,950 Strayer Education, Inc. 2,034,094 ----------- 7,540,810 ----------- ELECTRICAL AND ELECTRONICS 1.6% 263,150 Cherokee International Corp.* 1,839,418 208,573 Power Integrations, Inc.* 4,357,090 ----------- 6,196,508 ----------- ELECTRONICS 0.7% 147,300 Semtech Corp.* 2,632,251 ----------- ELECTRONICS -- MEDICAL SYSTEMS 0.5% 120,300 EPIX Pharmaceuticals, Inc.* 842,100 20,950 Intuitive Surgical, Inc.* 952,597 ----------- 1,794,697 ----------- ELECTRONICS -- SEMICONDUCTORS/ COMPONENTS 15.2% 153,425 ASE Test Ltd.* 779,399 79,450 Integrated Circuit Systems, Inc.* 1,519,084 57,325 Marvell Techology Group Ltd.* 2,197,841 887,825 Micrel, Inc.* 8,185,747 381,125 Microchip Technology, Inc. 9,913,061 756,475 National Semiconductor Corp. 15,590,950 908,600 O2Micro International Ltd.* 9,349,494 83,775 Silicon Laboratories, Inc.* 2,488,955 200,050 Sirenza Microdevices, Inc.* 634,158 222,650 SiRF Technology Holdings, Inc.* 2,484,774 130,425 STATS ChipPAC Ltd. ADR* 862,109 108,450 Tessera Technologies, Inc.* 4,688,294 ----------- 58,693,866 ----------- FINANCE COMPANIES 0.2% 19,775 Accredited Home Lenders Holding Co.* 716,448 ----------- FINANCE -- SMALL LOAN 3.0% 411,865 AmeriCredit Corp.* 9,654,116 125,125 Encore Capital Group, Inc.* 1,820,569 ----------- 11,474,685 ----------- FINANCIAL DATA PROCESSING SERVICES AND SYSTEMS 0.9% 78,100 iPayment, Inc.* 3,295,820 ----------- FINANCIAL INFORMATION SERVICES 0.4% 68,390 Huron Consulting Group, Inc.* 1,416,357 ----------- FINANCIAL -- MISCELLANEOUS 1.7% 4,990 Chicago Mercantile Exchange Holdings, Inc. 968,210 180,964 First Cash Financial Services, Inc.* 3,831,008 48,600 Portfolio Recovery Associates, Inc.* 1,653,858 ----------- 6,453,076 ----------- 52 MARCH 31, 2005 (UNAUDITED) SHARES VALUE - --------- ------------------------------------------------------- ----------- HEALTH CARE EQUIPMENT AND SUPPLIES 0.5% 92,025 Biacore International AB $ 2,101,859 ----------- HEALTH CARE FACILITIES 5.5% 171,041 American Healthways, Inc.* 5,647,774 336,631 United Surgical Partners International, Inc.* 15,407,601 ----------- 21,055,375 ----------- HEALTH CARE MANAGEMENT SERVICES 6.4% 477,629 AmSurg Corp.* 12,084,014 67,025 Centene Corp.* 2,010,080 151,250 Pediatrix Medical Group, Inc.* 10,374,237 ----------- 24,468,331 ----------- HEALTH CARE PROVIDERS AND SERVICES 1.1% 114,925 Icon pic ADR* 4,311,986 ----------- HEALTH CARE SERVICES 3.1% 162,580 Accredo Health, Inc.*+ ++ 7,220,178 52,000 Express Scripts, Inc.* 4,533,880 ----------- 11,754,058 ----------- HOME BUILDING 1.0% 25,875 M.D.C. Holdings, Inc. 1,802,194 2,510 NVR, Inc.* 1,970,350 ----------- 3,772,544 ----------- HOUSEHOLD FURNISHINGS 0.5% 94,950 Select Comfort Corp.* 1,940,778 ----------- INSURANCE 1.1% 202,983 Direct General Corp. 4,169,271 ----------- INTERNET AND CATALOG RETAIL 0.5% 118,400 Submarino SA* 1,901,670 ----------- INVESTMENT MANAGEMENT COMPANIES 0.7% 102,301 Calamos Asset Management, Inc., Class A 2,753,943 ----------- MEDICAL AND DENTAL INSTRUMENTS AND SUPPLIES 6.1% 65,660 Abaxis, Inc.* 581,091 184,350 Align Technology, Inc.* 1,150,344 16,350 Biosite, Inc.* 850,690 37,550 FoxHollow Technologies, Inc.* 1,058,910 156,150 Kinetic Concepts, Inc.* 9,314,348 189,450 NuVasive, Inc.* 2,447,694 32,725 SurModics, Inc.* 1,044,255 110,775 Techne Corp.* 4,450,939 110,925 Wright Medical Group, Inc.* 2,662,200 ----------- 23,560,471 ----------- MISCELLANEOUS MATERIALS AND COMMODITIES 0.4% 70,775 Symyx Technologies, Inc.* 1,560,589 ----------- PRODUCTION TECHNOLOGY EQUIPMENT 0.6% 164,875 Rudolph Technologies, Inc.* 2,483,017 ----------- RETAIL 5.1% 71,625 Blue Nile, Inc.* $ 1,980,431 153,575 Cost Plus, Inc.* 4,128,096 129,474 Dollar Tree Stores, Inc.* 3,719,788 42,225 Guitar Center, Inc.* 2,315,197 81,450 O'Reilly Automotive, Inc.* 4,034,219 118,050 Pacific Sunwear of California, Inc.* 3,303,039 ----------- 19,480,770 ----------- SAVINGS AND LOANS 1.6% 294,000 Commercial Capital Bancorp, Inc. 5,982,900 ----------- SECURITIES AND BROKERAGE SERVICES 0.0% 2,275 optionsXpress, Inc.* 36,832 ----------- SOFTWARE 0.3% 61,675 Hexaware Technologies 1,033,589 ----------- UTILITIES -- TELECOMMUNICATIONS 1.8% 322,978 Nextel Partners, Inc., Class A* 7,092,597 ----------- TOTAL COMMON STOCKS (COST $332,792,764) 371,817,519 ----------- PREFERRED STOCKS 1.2% COMMERCIAL SERVICES AND SUPPLIES 0.0% 44,000 IQ4HIRE, Inc., Pfd.* *** + $ 440 ----------- COMMUNICATIONS TECHNOLOGY 0.0% 91,388 Xtera Communications, Inc., Series A- 1 Pfd.* *** + 99,064 ----------- DRUGS AND PHARMACEUTICALS 0.4% 2,830,188 Point Biomedical Corp., Series F Pfd.* *** + 1,500,000 ----------- ELECTRONICS -- MEDICAL SYSTEMS 0.7% 206,044 NXStage Medical, Inc., Series F Pfd.* *** + 1,500,000 1,080,146 Zonare Medical Systems, Inc., Series E Pfd.* *** + 999,999 ----------- 2,499,999 ----------- HEALTH CARE MANAGEMENT SERVICES 0.1% 516,161 Elder Health, Inc., Series G Pfd.* *** + 571,428 ----------- TOTAL PREFERRED STOCKS (COST $4,781,493) 4,670,931 ----------- LIMITED PARTNERSHIP INTEREST 0.1% OTHER 0.1% Montagu Newhall Global Partners II-B, L.P.* *** + $ 320,889 ----------- TOTAL LIMITED PARTNERSHIP INTEREST (COST $424,292) 320,889 ----------- 53 ULTRA GROWTH FUND -- SCHEDULE OF INVESTMENTS (CONTINUED) MARCH 31, 2005(UNAUDITED) SHARES VALUE - --------- ------------------------------------------------------ ------------ WARRANTS 0.0% DRUGS AND PHARMACEUTICALS 0.0% 849,056 Point Biomedical Corp.* *** + $ -- ------------ ELECTRONICS -- MEDICAL SYSTEMS 0.0% 162,021 Zonare Medical Systems, Inc.* *** + -- ------------ ELECTRONICS -- SEMICONDUCTORS/COMPONENTS 0.0% 12,400 SiRF Technology Holdings, Inc.* *** + 57,784 ------------ TOTAL WARRANTS (COST $0) 57,784 ------------ TOTAL INVESTMENTS (COST $337,998,549) 97.8% 376,867,123 OTHER ASSETS LESS LIABILITIES 2.2% 8,386,408 ------------ NET ASSETS 100.0% $385,253,531 ============ SECURITIES SOLD SHORT 29,425 Headwaters, Inc.* $ 965,728 85,650 InPhonic, Inc.* 1,945,540 ------------ TOTAL SECURITIES SOLD SHORT (PROCEEDS $3,022,091) $ 2,911,268 ============ *Non-income producing. ***Security was fair valued under procedures adopted by the Board of Directors (see Note 2). + Security purchased in a private placement transaction or under Rule 144A of the Securities Act of 1933 (see Note 8). +++ All or a portion of this security has been designated as collateral for open short positions or purchase commitments. ADR American Depositary Receipt. PIPE Private Investment in a Public Equity. See notes to financial statements. 54 U.S. TREASURY FUND -- Schedule of Investments MARCH 31, 2005 (UNAUDITED) PRINCIPAL AMOUNT VALUE - ------------ ---------------------------------------------------- ----------- U.S. GOVERNMENT OBLIGATIONS 96.19% $ 3,500,000 U.S. Treasury Bond, 5.50%, 8/15/28 $ 3,802,148 3,300,000 U.S. Treasury Bond, 6.125%, 11/15/27 3,857,004 1,800,000 U.S. Treasury Bond, 6.375%, 8/15/27 2,162,601 1,470,000 U.S. Treasury Bond, 6.625%, 2/15/27 1,811,316 1,750,000 U.S. Treasury Bond, 6.75%, 8/15/26 2,179,228 2,755,000 U.S. Treasury Bond, 6.875%, 8/15/25 3,457,417 5,430,000 U.S. Treasury Bond, 7.50%, 11/15/24 7,214,689 14,216,000 U.S. Treasury Strip, principal only, 11/15/21 6,235,337 8,100,000 U.S. Treasury Strip, principal only, 8/15/25 2,944,131 53,700,000 U.S. Treasury Strip, principal only, 11/15/27 17,609,089 ----------- TOTAL U.S. GOVERNMENT OBLIGATIONS (COST $46,957,383) 51,272,960 ----------- SHORT-TERM INVESTMENTS 2.9% REPURCHASE AGREEMENT 2.9% 1,556,000 Repurchase Agreement dated 3/31/05, 1.85% due 4/1/05 with State Street Bank and Trust Co. collateralized by $1,235,000 of United States Treasury Bonds 7.25% due 8/15/22; value: $1,588,210; repurchase proceeds: $1,556,080 (cost $1,556,000) 1,556,000 ----------- TOTAL SHORT-TERM INVESTMENTS (cost $1,556,000) 1,556,000 ----------- TOTAL INVESTMENTS (COST $48,513,383) 99.0% 52,828,960 ----------- OTHER ASSETS LESS LIABILITIES 1.0% 511,836 ----------- NET ASSETS 100.0% $53,340,796 ----------- See notes to financial statements. 55 WASATCH FUNDS -- STATEMENTS OF ASSETS AND LIABILITIES CORE GLOBAL SCIENCE HERITAGE GROWTH & TECHNOLOGY GROWTH INTERNATIONAL FUND FUND FUND GROWTH FUND ---------------- ---------------- ---------------- ---------------- ASSETS: Investments, at cost Unaffiliated issuers $ 1,206,899,585 $ 65,150,036 $ 213,189,875 $ 207,429,774 Affiliated issuers+ -- -- -- -- Repurchase agreements 84,501,000 594,000 18,009,000 30,402,000 ---------------- ---------------- ---------------- ---------------- $ 1,291,400,585 $ 65,744,036 $ 231,198,875 $ 237,831,774 ================ ================ ================ ================ Investments, at market value Unaffiliated issuers $ 1,551,098,473 $ 67,643,093 $ 222,513,755 $ 260,202,539 Affiliated issuers+ -- -- -- -- Repurchase agreements 84,501,000 594,000 18,009,000 30,402,000 ---------------- ---------------- ---------------- ---------------- 1,635,599,473 68,237,093 240,522,755 290,604,539 Cash 326,989 750 428 34 Foreign currency on deposit (cost of $0, $3,381, $9,207, $0, $6,723,386, $0, $0, $0, $0, $0, and $0, respectively) -- 3,380 9,207 -- Receivable for investment securities sold 8,396,161 553,935 867,551 1,640,373 Receivable from broker for securities sold short -- -- -- -- Capital shares receivable 878,856 61,932 449,929 343,367 Interest and dividends receivable 2,208,935 13,822 117,016 336,416 Prepaid expenses and other assets 20,259 13,306 18,103 22,378 Unrealized appreciation on foreign currency contracts -- -- 54 37,672 ---------------- ---------------- ---------------- ---------------- Total Assets 1,647,430,673 68,884,218 241,985,043 292,984,779 ---------------- ---------------- ---------------- ---------------- LIABILITIES: Securities sold short, at value (proceeds of $0, $0, $0, $0, $0, $0, $1,247,777, $0, $326,420, $3,022,091, and $0, respectively) -- -- -- -- Bank overdraft -- -- -- -- Bank overdraft of foreign currency (cost of $0, $0, $0, $5,358,571, $0, $275,295, $15,547, $0, $0, $0, and $0, respectively) -- -- -- 5,387,050* Payable for securities purchased 1,379,347 338,164 1,335,121 4,798,117 Payable to broker for short sale cover -- -- -- -- Capital shares payable 1,021,567 18,590 40,437 160,858 Accrued investment advisory fees 1,426,296 89,893 144,063 235,388 Accrued fund administration fees 47,261 1,898 7,655 8,801 Accrued expenses and other liabilities 651,587 81,868 71,686 172,317 Payable to investment advisor -- -- -- -- Other payables 1,049,831 75,393 43,439 360,998 Unrealized depreciation on foreign currency contracts -- -- -- 1,911 ---------------- ---------------- ---------------- ---------------- Total Liabilities 5,575,889 605,806 1,642,401 11,125,440 ---------------- ---------------- ---------------- ---------------- NET ASSETS $ 1,641,854,784 $ 68,278,412 $ 240,342,642 $ 281,859,339 ================ ================ ================ ================ NET ASSETS CONSIST OF: Capital stock $ 396,109 $ 60,712 $ 222,873 $ 170,620 Paid-in capital in excess of par 1,241,433,127 66,729,669 226,063,622 231,851,001 Undistributed net investment income (loss) 13,477,906 (640,388) 406,902 (1,047,669) Undistributed net realized gain (loss) on investments and foreign currency translations 43,398,394 (301,679) 4,368,830 (1,535,885) Net unrealized appreciation (depreciation) on investments and foreign currency translations 343,149,248 2,430,098 9,280,415 52,421,272 ---------------- ---------------- ---------------- ---------------- Net Assets $ 1,641,854,784 $ 68,278,412 $ 240,342,642 $ 281,859,339 ================ ================ ================ ================ CAPITAL STOCK, $.01 PAR VALUE: Authorized 10,000,000,000 10,000,000,000 10,000,000,000 10,000,000,000 Issued and outstanding 39,610,895 6,071,249 22,287,331 17,062,030 NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE $ 41.45 $ 11.25 $ 10.78 $ 16.52 ================ ================ ================ ================ +See Note 7 for information on affiliated issuers. *See Note 6. See notes to financial statements. 56 MARCH 31, 2005 (UNAUDITED) INTERNATIONAL MICRO SMALL CAP SMALL CAP ULTRA U.S. OPPORTUNITIES CAP MICRO CAP GROWTH VALUE GROWTH TREASURY FUND FUND VALUE FUND FUND FUND FUND FUND - --------------- --------------- --------------- --------------- --------------- --------------- --------------- $ 18,426,312 $ 371,279,426 $ 73,002,579 $ 859,599,670 $ 586,023,431 $ 337,998,549 $ 46,957,383 -- 31,360,748 662,500 18,322,743 9,494,415 -- -- 2,268,000 29,343,000 3,776,000 81,504,000 10,988,000 -- 1,556,000 - --------------- --------------- --------------- --------------- --------------- --------------- --------------- $ 20,694,312 $ 431,983,174 $ 77,441,079 $ 959,426,413 $ 606,505,846 $ 337,998,549 $ 48,513,383 =============== =============== =============== =============== =============== =============== =============== $ 18,082,645 $ 485,973,254 $ 83,940,612 $ 1,163,016,068 $ 716,069,686 $ 376,867,123 $ 51,272,960 -- 25,493,316 262,500 38,842,154 8,585,003 -- -- 2,268,000 29,343,000 3,776,000 81,504,000 10,988,000 -- 1,556,000 - --------------- --------------- --------------- --------------- --------------- --------------- --------------- 20,350,645 540,809,570 87,979,112 1,283,362,222 735,642,689 376,867,123 52,828,960 783 144 314 15 190,558 -- 637 6,627,982 -- -- -- -- -- -- -- 2,560,077 2,127,813 3,598,801 2,834,540 17,724,510 -- -- -- 1,085,058 -- -- 1,793,343 -- 1,210 57,550 -- 920,420 104,165 36,933 253,749 32,661 101,712 20,130 254,734 1,151,726 30,438 319,229 53,019 10,564 6,965 16,982 18,088 12,762 12,782 17 246 62 -- -- -- -- - --------------- --------------- --------------- --------------- --------------- --------------- --------------- 27,066,317 543,539,863 91,219,454 1,288,153,174 739,941,766 396,465,109 53,415,357 - --------------- --------------- --------------- --------------- --------------- --------------- --------------- -- -- 1,216,700 -- 810,030 2,911,268 -- -- -- -- -- -- 4,056,116 -- -- 275,317 15,586 -- -- -- -- 451,040 1,140,493 732,657 2,031,082 1,914,548 3,323,970 -- -- -- -- -- 113,631 -- -- 9,857 127,614 159,197 1,937,106 538,116 235,230 5,906 26,125 926,909 147,667 1,120,254 963,598 422,210 17,366 1,388 15,247 2,550 37,588 20,317 10,495 1,587 30,015 189,532 64,795 491,644 343,373 252,289 49,702 46,019 -- -- -- -- -- -- -- -- 7,524 -- -- -- -- -- -- 216 -- -- -- -- - --------------- --------------- --------------- --------------- --------------- --------------- --------------- 564,444 2,675,112 2,346,892 5,617,674 4,703,613 11,211,578 74,561 - --------------- --------------- --------------- --------------- --------------- --------------- --------------- $ 26,501,873 $ 540,864,751 $ 88,872,562 $ 1,282,535,500 $ 735,238,153 $ 385,253,531 $ 53,340,796 =============== =============== =============== =============== =============== =============== =============== $ 134,568 $ 799,768 $ 354,761 $ 333,963 $ 1,407,140 $ 151,671 $ 38,811 26,821,314 372,383,679 70,999,830 891,963,341 534,784,987 317,519,726 54,188,170 (24,488) (4,577,370) (662,784) (4,213,719) 5,825,679 (2,847,339) 512,146 10,937 63,433,803 7,618,443 70,516,106 64,567,113 31,450,065 (5,713,908) (440,458) 108,824,871 10,562,312 323,935,809 128,653,234 38,979,408 4,315,577 - --------------- --------------- --------------- --------------- --------------- --------------- --------------- $ 26,501,873 $ 540,864,751 $ 88,872,562 $ 1,282,535,500 $ 735,238,153 $ 385,253,531 $ 53,340,796 =============== =============== =============== =============== =============== =============== =============== 10,000,000,000 10,000,000,000 10,000,000,000 10,000,000,000 10,000,000,000 10,000,000,000 10,000,000,000 13,456,770 79,976,849 35,476,111 33,396,285 140,713,995 15,167,072 3,881,074 $ 1.97 $ 6.76 $ 2.51 $ 38.40 $ 5.23 $ 25.40 $ 13.74 =============== =============== =============== =============== =============== =============== =============== 57 WASATCH FUNDS -- STATEMENTS OF OPERATIONS CORE GLOBAL SCIENCE HERITAGE GROWTH & TECHNOLOGY GROWTH INTERNATIONAL FUND FUND FUND GROWTH FUND ------------- ------------- ------------- ------------- INVESTMENT INCOME: Interest $ 430,663 $ 19,854 $ 141,033 $ 172,507 Dividends(1) Unaffiliated issuers 27,538,025 38,688 1,137,786 1,026,037 Affiliated issuers+ 1,122,569 -- -- -- ------------- ------------- ------------- ------------- Total investment income 29,091,257 58,542 1,278,819 1,198,544 ------------- ------------- ------------- ------------- EXPENSES: Investment advisory fees 8,155,452 537,593 673,208 1,858,047 Shareholder servicing fees 863,189 85,750 122,061 185,182 Fund administration fees 270,553 11,820 32,846 41,840 Fund accounting fees 93,559 8,411 14,360 20,085 Reports to shareholders 121,162 16,061 17,552 29,945 Custody fees 127,813 12,805 18,946 72,663 Federal and state registration fees 17,327 9,142 16,908 14,977 Legal fees 43,578 2,046 4,175 5,814 Directors' fees 13,866 644 1,149 1,656 Audit fees 9,410 9,625 11,088 9,406 Other 39,452 3,384 4,174 5,592 ------------- ------------- ------------- ------------- Total expenses before reimbursement 9,755,361 697,281 916,467 2,245,207 Reimbursement of expenses by Advisor -- -- (2,827) -- ------------- ------------- ------------- ------------- Net Expenses 9,755,361 697,281 913,640 2,245,207 ------------- ------------- ------------- ------------- NET INVESTMENT INCOME (LOSS) 19,335,896 (638,739) 365,179 (1,046,663) ------------- ------------- ------------- ------------- REALIZED AND UNREALIZED GAIN (LOSS): Net realized gain (loss) on investments and foreign currency translations Unaffiliated issuers 67,930,139 1,654,048 4,482,965 (1,657,022) Affiliated issuers+ (39,955) -- -- -- Net increase from payment by affiliates -- -- -- 130,391 Net realized loss on short positions -- -- -- -- Change in unrealized appreciation (depreciation) on investments and foreign currency translations 89,497,164 6,274,958 8,603,901 28,595,706 ------------- ------------- ------------- ------------- Net gain (loss) on investments 157,387,348 7,929,006 13,086,866 27,069,075 ------------- ------------- ------------- ------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 176,723,244 $ 7,290,267 $ 13,452,045 $ 26,022,412 ============= ============= ============= ============= *Fund inception date was January 27, 2005. (1)Net of $44,612, $2,198, $13,509, $105,031, $2,765, $18,039, $5,282, $7,863, $28,548, $8,592 and $0 in foreign withholding taxes, respectively. +See Note 7 for information on affiliated issuers. See notes to financial statements. 58 FOR THE SIX MONTHS OR PERIOD ENDED MARCH 31, 2005 (UNAUDITED) INTERNATIONAL MICRO MICRO CAP SMALL CAP SMALL CAP ULTRA U.S. OPPORTUNITIES CAP VALUE GROWTH VALUE GROWTH TREASURY FUND* FUND FUND FUND FUND FUND FUND - --------------- --------------- --------------- --------------- --------------- --------------- --------------- $ 27,080 $ 168,248 $ 29,982 $ 529,897 $ 123,988 $ 77,875 $ 1,199,413 46,539 1,131,156 327,907 2,835,517 12,194,077 226,387 -- -- -- -- -- 60,721 -- -- - --------------- --------------- --------------- --------------- --------------- --------------- --------------- 73,619 1,299,404 357,889 3,365,414 12,378,786 304,262 1,199,413 - --------------- --------------- --------------- --------------- --------------- --------------- --------------- 87,206 5,392,886 891,837 6,414,935 5,738,357 2,626,520 121,596 6,941 242,767 72,955 629,361 455,004 294,518 55,197 2,124 89,328 14,771 213,253 125,923 68,970 8,181 2,852 35,642 10,712 73,518 45,943 26,905 3,682 2,066 32,153 10,514 121,963 78,690 66,825 6,201 17,334 28,991 13,662 22,747 35,724 15,711 594 7,040 10,145 7,974 14,355 14,110 10,059 9,240 4,383 14,802 3,331 35,232 21,276 13,176 1,359 79 4,835 760 11,289 6,748 4,243 444 4,206 9,409 9,227 9,410 9,524 9,625 9,315 213 15,816 3,710 33,070 21,808 15,049 1,410 - --------------- --------------- --------------- --------------- --------------- --------------- --------------- 134,444 5,876,774 1,039,453 7,579,133 6,553,107 3,151,601 217,219 (36,337) -- (36,136) -- -- -- (34,825) - --------------- --------------- --------------- --------------- --------------- --------------- --------------- 98,107 5,876,774 1,003,317 7,579,133 6,553,107 3,151,601 182,394 - --------------- --------------- --------------- --------------- --------------- --------------- --------------- (24,488) (4,577,370) (645,428) (4,213,719) 5,825,679 (2,847,339) 1,017,019 - --------------- --------------- --------------- --------------- --------------- --------------- --------------- 10,937 66,104,106 7,615,402 71,384,083 65,057,277 38,863,868 1,216,445 -- (803,731) 17,868 -- (22,399) -- -- -- -- -- -- -- -- -- -- -- -- -- (45,511) (268,699) -- (440,458) 4,052,310 1,727,309 79,577,622 1,228,604 5,189,556 (390,480) - --------------- --------------- --------------- --------------- --------------- --------------- --------------- (429,521) 69,352,685 9,360,579 150,961,705 66,217,971 43,784,725 825,965 - --------------- --------------- --------------- --------------- --------------- --------------- --------------- $ (454,009) $ 64,775,315 $ 8,715,151 $ 146,747,986 $ 72,043,650 $ 40,937,386 $ 1,842,984 =============== =============== =============== =============== =============== =============== =============== 59 WASATCH FUNDS -- STATEMENTS OF CHANGES IN NET ASSETS CORE GROWTH GLOBAL SCIENCE & TECHNOLOGY FUND FUND SIX MONTHS SIX MONTHS ENDED YEAR ENDED ENDED YEAR ENDED MARCH 31, 2005 SEPTEMBER 30, MARCH 31, 2005 SEPTEMBER 30, (UNAUDITED) 2004 (UNAUDITED) 2004 --------------- --------------- --------------- --------------- OPERATIONS: Net investment income (loss) $ 19,335,896 $ 4,998,432 $ (638,739) $ (1,253,238) Net realized gain (loss) on investments and foreign currency translations 67,890,184 111,394,756 1,654,048 263,985 Net realized loss on short positions -- -- -- (96,963) Change in unrealized appreciation (depreciation) on investments and foreign currency translations 89,497,164 78,422,948 6,274,958 (6,818,973) --------------- --------------- --------------- --------------- Net increase (decrease) in net assets resulting from operations 176,723,244 194,816,136 7,290,267 (7,905,189) DIVIDENDS PAID FROM: Net investment income (8,590,232) (849,650) -- -- Net realized gains (51,489,127) -- -- -- --------------- --------------- --------------- --------------- (60,079,359) (849,650) -- -- CAPITAL SHARE TRANSACTIONS: Shares sold 109,222,785 214,099,994 10,652,906 52,986,102 Shares issued to holders in reinvestment of dividends 57,346,243 794,356 -- -- Shares redeemed (138,330,739) (230,240,862) (18,968,921) (27,341,053) Redemption fees 3,742 7,481 2,870 44,362 --------------- --------------- --------------- --------------- Net increase (decrease) 28,242,031 (15,339,031) (8,313,145) 25,689,411 --------------- --------------- --------------- --------------- TOTAL INCREASE (DECREASE) IN NET ASSETS 144,885,916 178,627,455 (1,022,878) 17,784,222 NET ASSETS: Beginning of period 1,496,968,868 1,318,341,413 69,301,290 51,517,068 --------------- --------------- --------------- --------------- End of period $ 1,641,854,784 $ 1,496,968,868 $ 68,278,412 $ 69,301,290 =============== =============== =============== =============== Undistributed net investment income (loss) included in net assets at end of period $ 13,477,906 $ 2,732,242 $ (640,388) $ (1,649) =============== =============== =============== =============== CAPITAL SHARE TRANSACTIONS -- SHARES: Shares sold 2,632,901 5,660,062 957,253 4,456,739 Shares issued to holders in reinvestment of dividends 1,434,966 21,847 -- -- Shares redeemed (3,344,935) (6,102,481) (1,713,290) (2,430,466) --------------- --------------- --------------- --------------- Net increase (decrease) in shares outstanding 722,932 (420,572) (756,037) 2,026,273 =============== =============== =============== =============== (1)Fund inception date was June 18, 2004. (2)Fund inception date was January 27, 2005. See notes to financial statements. 60 MARCH 31, 2005 HERITAGE GROWTH INTERNATIONAL GROWTH INTERNATIONAL FUND FUND OPPORTUNITIES SIX MONTHS SIX MONTHS FUND ENDED PERIOD ENDED ENDED YEAR ENDED PERIOD ENDED MARCH 31, 2005 SEPTEMBER 30, MARCH 31, 2005 SEPTEMBER 30, MARCH 31, 2005 (UNAUDITED) 2004(1) (UNAUDITED) 2004 (UNAUDITED)(2) - ---------------- ---------------- ---------------- ---------------- ---------------- $ 365,179 $ (1,836) $ (1,046,663) $ (1,461,714) $ (24,488) 4,482,965 (70,009) (1,526,631) 1,885,610 10,937 -- -- -- -- -- 8,603,901 676,514 28,595,706 16,476,265 (440,458) - ---------------- ---------------- ---------------- ---------------- ---------------- 13,452,045 604,669 26,022,412 16,900,161 (454,009) -- -- -- -- -- (45,181) -- (411,692) -- -- - ---------------- ---------------- ---------------- ---------------- ---------------- (45,181) -- (411,692) -- -- 110,696,179 130,882,450 77,902,298 161,710,415 27,027,439 43,090 -- 396,621 -- -- (11,953,760) (3,387,411) (19,055,249) (26,165,271) (71,613) 14,724 35,837 14,999 62,776 56 - ---------------- ---------------- ---------------- ---------------- ---------------- 98,800,233 127,530,876 59,258,669 135,607,920 26,955,882 - ---------------- ---------------- ---------------- ---------------- ---------------- 112,207,097 128,135,545 84,869,389 152,508,081 26,501,873 128,135,545 -- 196,989,950 44,481,869 -- - ---------------- ---------------- ---------------- ---------------- ---------------- $ 240,342,642 $ 128,135,545 $ 281,859,339 $ 196,989,950 $ 26,501,873 ================ ================ ================ ================ ================ $ 406,902 $ 41,723 $ (1,047,669) $ (1,006) $ (24,488) ================ ================ ================ ================ ================ 10,407,765 13,356,843 4,808,842 11,557,271 13,492,719 3,931 -- 26,871 -- -- (1,123,246) (357,962) (1,167,347) (1,850,592) (35,949) - ---------------- ---------------- ---------------- ---------------- ---------------- 9,288,450 12,998,881 3,668,366 9,706,679 13,456,770 ================ ================ ================ ================ ================ 61 WASATCH FUNDS -- STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED) MICRO CAP MICRO CAP VALUE FUND FUND SIX MONTHS SIX MONTHS ENDED YEAR ENDED ENDED YEAR ENDED MARCH 31, 2005 SEPTEMBER 30, MARCH 31, 2005 SEPTEMBER 30, (UNAUDITED) 2004 (UNAUDITED) 2004 --------------- --------------- --------------- --------------- OPERATIONS: Net investment income (loss) $ (4,577,370) $ (10,804,110) $ (645,428) $ (1,496,670) Net realized gain on investments and foreign currency translations 65,300,375 93,321,055 7,633,270 11,829,205 Net realized gain (loss) on short positions -- -- -- 33,575 Change in unrealized appreciation (depreciation) on investments and foreign currency translations 4,052,310 (30,072,492) 1,727,309 5,615,814 --------------- --------------- --------------- --------------- Net increase (decrease) in net assets resulting from operations 64,775,315 52,444,453 8,715,151 15,981,924 DIVIDENDS PAID FROM: Net realized gains (77,564,156) (43,612,165) (9,882,992) (59,072) --------------- --------------- --------------- --------------- CAPITAL SHARE TRANSACTIONS: Shares sold 5,903,796 21,906,796 1,704,219 3,673,219 Shares issued to holders in reinvestment of dividends 73,644,335 41,226,753 9,621,240 57,934 Shares redeemed (44,185,522) (70,859,439) (6,120,371) (5,524,778) Redemption fees 257 5,180 13 97 --------------- --------------- --------------- --------------- Net increase (decrease) 35,362,866 (7,720,710) 5,205,101 (1,793,528) --------------- --------------- --------------- --------------- TOTAL INCREASE (DECREASE) IN NET ASSETS 22,574,025 1,111,578 4,037,260 14,129,324 NET ASSETS: Beginning of period 518,290,726 517,179,148 84,835,302 70,705,978 --------------- --------------- --------------- --------------- End of period $ 540,864,751 $ 518,290,726 $ 88,872,562 $ 84,835,302 =============== =============== =============== =============== Undistributed net investment income (loss) included in net assets at end of period $ (4,577,370) $ -- $ (662,784) $ (17,356) =============== =============== =============== =============== CAPITAL SHARE TRANSACTIONS -- SHARES: Shares sold 917,820 3,065,146 686,399 1,412,827 Shares issued to holders in reinvestment of dividends 12,243,690 6,190,303 4,257,186 24,548 Shares redeemed (6,694,836) (9,869,981) (2,477,357) (2,193,156) --------------- --------------- --------------- --------------- Net increase (decrease) in shares outstanding 6,466,674 (614,532) 2,466,228 (755,781) =============== =============== =============== =============== See notes to financial statements. 62 MARCH 31, 2005 SMALL CAP GROWTH SMALL CAP VALUE ULTRA GROWTH FUND FUND FUND SIX MONTHS SIX MONTHS SIX MONTHS ENDED YEAR ENDED ENDED YEAR ENDED ENDED YEAR ENDED MARCH 31, 2005 SEPTEMBER 30, MARCH 31, 2005 SEPTEMBER 30, MARCH 31, 2005 SEPTEMBER 30, (UNAUDITED) 2004 (UNAUDITED) 2004 (UNAUDITED) 2004 - --------------- --------------- --------------- --------------- --------------- --------------- $ (4,213,719) $ (11,238,907) $ 5,825,679 $ (1,954,232) $ (2,847,339) $ (7,484,979) 71,384,083 29,266,940 65,034,878 111,770,036 38,863,868 29,431,438 -- -- (45,511) (526,153) (268,699) -- 79,577,622 75,182,347 1,228,604 19,235,185 5,189,556 (36,744,684) - --------------- --------------- --------------- --------------- --------------- --------------- 146,747,986 93,210,380 72,043,650 128,524,836 40,937,386 (14,798,225) (26,343,235) (5,914,707) (103,737,575) (221,337) (16,837,407) (5,447,072) - --------------- --------------- --------------- --------------- --------------- --------------- 90,744,526 189,892,968 26,662,596 77,278,907 15,377,584 58,791,862 25,361,848 5,653,646 99,650,145 210,971 16,008,572 5,113,842 (145,683,280) (225,544,787) (93,647,381) (122,799,314) (97,245,981) (155,598,165) 5,383 6,856 464 11,336 665 11,164 - --------------- --------------- --------------- --------------- --------------- --------------- (29,571,523) (29,991,317) 32,665,824 (45,298,100) (65,859,160) (91,681,297) - --------------- --------------- --------------- --------------- --------------- --------------- 90,833,228 57,304,356 971,899 83,005,399 (41,759,181) (111,926,594) 1,191,702,272 1,134,397,916 734,266,254 651,260,855 427,012,712 538,939,306 - --------------- --------------- --------------- --------------- --------------- --------------- $ 1,282,535,500 $ 1,191,702,272 $ 735,238,153 $ 734,266,254 $ 385,253,531 $ 427,012,712 =============== =============== =============== =============== =============== =============== $ (4,213,719) $ -- $ 5,825,679 $ -- $ (2,847,339) $ -- =============== =============== =============== =============== =============== =============== 2,398,130 5,360,289 5,090,591 14,270,988 605,829 2,140,610 752,593 166,382 20,978,978 40,494 667,812 191,012 (3,863,240) (6,393,772) (17,982,765) (22,776,164) (3,844,257) (5,786,241) - --------------- --------------- --------------- --------------- --------------- --------------- (712,517) (867,101) 8,086,804 (8,464,682) (2,570,616) (3,454,619) =============== =============== =============== =============== =============== =============== 63 WASATCH FUNDS -- STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED) MARCH 31, 2005 U.S. TREASURY FUND SIX MONTHS ENDED YEAR ENDED MARCH 31, 2005 SEPTEMBER 30, (UNAUDITED) 2004 --------------- --------------- OPERATIONS: Net investment income $ 1,017,019 $ 2,277,215 Net realized gain on investments 1,216,445 217,681 Change in unrealized appreciation (depreciation) on investments (390,480) (467,496) --------------- --------------- Net increase in net assets resulting from operations 1,842,984 2,027,400 DIVIDENDS PAID FROM: Net investment income (2,078,313) (3,207,497) --------------- --------------- CAPITAL SHARE TRANSACTIONS: Shares sold 13,093,907 13,425,517 Shares issued to holders in reinvestment of dividends 2,022,708 3,120,826 Shares redeemed (6,637,952) (37,444,987) Redemption fees 9,428 32,955 --------------- --------------- Net increase (decrease) 8,488,091 (20,865,689) --------------- --------------- TOTAL INCREASE (DECREASE) IN NET ASSETS 8,252,762 (22,045,786) NET ASSETS: Beginning of period 45,088,034 67,133,820 --------------- --------------- End of period $ 53,340,796 $ 45,088,034 =============== =============== Undistributed net investment income included in net assets at end of period $ 512,146 $ 1,573,440 =============== =============== CAPITAL SHARE TRANSACTIONS -- SHARES: Shares sold 941,129 1,013,525 Shares issued to holders in reinvestment of dividends 150,611 239,879 Shares redeemed (485,159) (2,884,852) --------------- --------------- Net increase (decrease) in shares outstanding 606,581 (1,631,448) =============== =============== See notes to financial statements. 64 WASATCH FUNDS -- FINANCIAL HIGHLIGHTS MARCH 31,2005 SIX MONTHS ENDED MARCH 31 CORE GROWTH FUND (UNAUDITED) YEAR ENDED SEPTEMBER 30 (for a share outstanding throughout each period) 2005 2004 2003 2002 2001 2000 - --------------------------------------------------------------------------------------------------------------------------------- NET ASSET VALUE, BEGINNING OF PERIOD $ 38.49 $ 33.54 $ 25.46 $ 31.57 $ 28.08 $ 20.62 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment income (loss) 0.49 0.13 (0.01) (0.01) (0.15) (0.18) Net realized and unrealized gain (loss) on investments 4.01 4.84 8.09 (3.97) 5.95 8.12 ---------- ---------- ---------- ---------- ---------- ---------- TOTAL FROM INVESTMENT OPERATIONS 4.50 4.97 8.08 (3.98) 5.80 7.94 REDEMPTION FEES (see Note 2) --(1) --(1) --(1) 0.01 0.01 -- LESS DISTRIBUTIONS: Dividends from net investment income (0.22) (0.02) -- -- -- -- Distributions from net realized gains (1.32) -- -- (2.14) (2.32) (0.48) ---------- ---------- ---------- ---------- ---------- ---------- TOTAL DISTRIBUTIONS (1.54) (0.02) -- (2.14) (2.32) (0.48) ---------- ---------- ---------- ---------- ---------- ---------- NET ASSET VALUE, END OF PERIOD $ 41.45 $ 38.49 $ 33.54 $ 25.46 $ 31.57 $ 28.08 ========== ========== ========== ========== ========== ========== TOTAL RETURN(2) 11.91% 14.80% 31.68% (13.73)% 22.63% 39.50% SUPPLEMENTAL DATA AND RATIOS: Net assets, end of period (in thousands) $1,641,855 $1,496,969 $1,318,341 $1,062,944 $ 992,935 $ 290,705 Ratio of expenses to average net assets(3) 1.20% 1.21% 1.25% 1.29% 1.32% 1.38% Ratio of net investment income (loss) to average net assets(3) 2.37% 0.34% (0.02)% (0.02)% (0.66)% (0.86)% Portfolio turnover rate(2) 18% 47% 47% 76% 51% 75% SIX MONTHS ENDED MARCH 31 GLOBAL SCIENCE & TECHNOLOGY FUND (UNAUDITED) YEAR OR PERIOD ENDED SEPTEMBER 30 (for a share outstanding throughout each period) 2005 2004 2003 2002 2001(4) - ----------------------------------------------------------------------------------------------------------------------------- NET ASSET VALUE, BEGINNING OF PERIOD $ 10.15 $ 10.73 $ 6.38 $ 8.02 $ 10.00 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment loss (0.11) (0.18) (0.13) (0.15) (0.07) Net realized and unrealized gain (loss) on investments 1.21 (0.41) 4.47 (1.34) (1.93) ---------- ---------- ---------- ---------- ---------- TOTAL FROM INVESTMENT OPERATIONS 1.10 (0.59) 4.34 (1.49) (2.00) REDEMPTION FEES (see Note 2) --(1) 0.01 0.01 0.03 0.02 LESS DISTRIBUTIONS: Distributions from net realized gains -- -- -- (0.18) -- ---------- ---------- ---------- ---------- ---------- TOTAL DISTRIBUTIONS -- -- -- (0.18) -- ---------- ---------- ---------- ---------- ---------- NET ASSET VALUE, END OF PERIOD $ 11.25 $ 10.15 $ 10.73 $ 6.38 $ 8.02 ========== ========== ========== ========== ========== TOTAL RETURN(2) 10.84% (5.49)% 68.34% (18.83)% (19.80)% SUPPLEMENTAL DATA AND RATIOS: Net assets, end of period (in thousands) $ 68,278 $ 69,301 $ 51,517 $ 20,811 $ 10,648 Ratio of expenses to average net assets: Net of waivers and reimbursements(3) 1.95% 1.95% 1.95% 1.95% 1.95% Before waivers and reimbursements(3) 1.95% 1.97% 2.13% 2.42% 3.58% Ratio of net investment loss to average net assets: Net of waivers and reimbursements(3) (1.78)% (1.66)% (1.87)% (1.90)% (1.50)% Before waivers and reimbursements(3) (1.78)% (1.68)% (2.05)% (2.37)% (3.13)% Portfolio turnover rate(2) 37% 55% 88% 95% 94% (1) Represents amounts less than $.005 per share. (2) Not annualized for periods less than one year. (3) Annualized. (4) Fund inception date was December 19, 2000. See notes to financial statements. 65 WASATCH FUNDS -- FINANCIAL HIGHLIGHTS SIX MONTHS ENDED MARCH 31 PERIOD ENDED HERITAGE GROWTH FUND (UNAUDITED) SEPTEMBER 30 (for a share outstanding throughout each period) 2005 2004(1) - -------------------------------------------------------------------------------- NET ASSET VALUE, BEGINNING OF PERIOD $ 9.86 $ 10.00 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment income 0.02 --(2) Net realized and unrealized gain (loss) on investments 0.90 (0.14) ----------- ----------- TOTAL FROM INVESTMENT OPERATIONS 0.92 (0.14) REDEMPTION FEES (see Note 2) --(2) --(2) LESS DISTRIBUTIONS: Dividends from net investment income --(2) -- Distributions from net realized gains --(2) -- ----------- ----------- TOTAL DISTRIBUTIONS --(2) -- ----------- ----------- NET ASSET VALUE, END OF PERIOD $ 10.78 $ 9.86 =========== =========== TOTAL RETURN(3) 9.36% (1.40)% SUPPLEMENTAL DATA AND RATIOS: Net assets, end of period (in thousands) $ 240,343 $ 128,136 Ratio of expenses to average net assets: Net of waivers and reimbursements(4) 0.95% 0.95% Before waivers and reimbursements(4) 0.95% 1.26% Ratio of net investment income (loss) to average net assets: Net of waivers and reimbursements(4) 0.38% (0.01)% Before waivers and reimbursements(4) 0.38% (0.32)% Portfolio turnover rate(3) 17% 5% SIX MONTHS ENDED MARCH 31 INTERNATIONAL GROWTH FUND (UNAUDITED) YEAR OR PERIOD ENDED SEPTEMBER 30 (for a share outstanding throughout each period) 2005 2004 2003 2002(5) - ------------------------------------------------------------------------------------------------------------------- NET ASSET VALUE, BEGINNING OF PERIOD $ 14.71 $ 12.06 $ 8.85 $ 10.00 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment loss (0.06) (0.11) (0.07) (0.03) Net realized and unrealized gain (loss) on investments 1.89 2.76 3.28 (1.13) Net increase from payment by affiliate 0.01 -- -- -- ----------- ----------- ----------- ----------- TOTAL FROM INVESTMENT OPERATIONS 1.84 2.65 3.21 (1.16) REDEMPTION FEES (see Note 2) --(2) --(2) --(2) 0.01 LESS DISTRIBUTIONS: Distributions from net realized gains (0.03) -- -- -- ----------- ----------- ----------- ----------- TOTAL DISTRIBUTIONS (0.03) -- -- -- ----------- ----------- ----------- ----------- NET ASSET VALUE, END OF PERIOD $ 16.52 $ 14.71 $ 12.06 $ 8.85 =========== =========== =========== =========== TOTAL RETURN(3)(6) 12.53% 21.97% 36.27% (11.50)% SUPPLEMENTAL DATA AND RATIOS: Net assets, end of period (in thousands) $ 281,859 $ 196,990 $ 44,482 $ 18,008 Ratio of expenses to average net assets: Net of waivers and reimbursements(4) 1.81% 1.92% 1.95% 1.95% Before waivers and reimbursements(4) 1.81% 1.92% 2.30% 4.26% Ratio of net investment loss to average net assets: Net of waivers and reimbursements(4) (0.84)% (1.06)% (1.12)% (1.39)% Before waivers and reimbursements(4) (0.84)% (1.06)% (1.47)% (3.70)% Portfolio turnover rate(3) 16% 31% 62% 3% (1)Fund inception date was June 18, 2004. (2) Represents amounts less than $.005 per share. (3) Not annualized for periods less than one year. (4) Annualized. (5) Fund inception date was June 28, 2002. (6) ln 2005, 0.06% of the Fund's total return consisted of a voluntary reimbursement by the advisor for a realized investment loss. Excluding this item, the total return would have been 12.47%. See notes to financial statements. 66 MARCH 31, 2005 SIX MONTHS ENDED MARCH 31 INTERNATIONAL OPPORTUNITIES FUND (UNAUDITED) (for a share outstanding throughout the period) 2005(1) - ------------------------------------------------------------------- NET ASSET VALUE, BEGINNING OF PERIOD $ 2.00 LOSS FROM INVESTMENT OPERATIONS: Net investment loss --(2) Net realized and unrealized loss on investments (0.03) ---------- TOTAL FROM INVESTMENT OPERATIONS (0.03) REDEMPTION FEES (see Note 2) --(2) LESS DISTRIBUTIONS: Dividends from net investment income -- Distributions from net realized gains -- ---------- TOTAL DISTRIBUTIONS -- ---------- NET ASSET VALUE, END OF PERIOD $ 1.97 ========== TOTAL RETURN(3) (1.50)% SUPPLEMENTAL DATA AND RATIOS: Net assets, end of period (in thousands) $ 26,502 Ratio of expenses to average net assets: Net of waivers and reimbursements(4) 2.25% Before waivers and reimbursements(4) 3.08% Ratio of net investment loss to average net assets: Net of waivers and reimbursements(4) (0.56)% Before waivers and reimbursements(4) (1.39)% Portfolio turnover rate(3) 0% SIX MONTHS ENDED MICRO CAP FUND MARCH 31 (for a share outstanding throughout each (UNAUDITED) YEAR ENDED SEPTEMBER 30 period) 2005 2004 2003 2002 2001 2000 - ----------------------------------------------------------------------------------------------------------------------------------- NET ASSET VALUE, BEGINNING OF PERIOD $ 7.05 $ 6.98 $ 5.01 $ 5.64 $ 6.53 $ 4.41 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment loss (0.06) (0.15) (0.12) (0.14) (0.08) (0.09) Net realized and unrealized gain on investments 0.83 0.81 2.43 0.11 0.74 2.63 ----------- ----------- ----------- ----------- ----------- ----------- TOTAL FROM INVESTMENT OPERATIONS 0.77 0.66 2.31 (0.03) 0.66 2.54 REDEMPTION FEES (see Note 2) --(2) --(2) --(2) --(2) --(2) -- LESS DISTRIBUTIONS: Distributions from net realized gains (1.06) (0.59) (0.34) (0.60) (1.55) (0.42) ----------- ----------- ----------- ----------- ----------- ----------- TOTAL DISTRIBUTIONS (1.06) (0.59) (0.34) (0.60) (1.55) (0.42) ----------- ----------- ----------- ----------- ----------- ----------- NET ASSET VALUE, END OF PERIOD $ 6.76 $ 7.05 $ 6.98 $ 5.01 $ 5.64 $ 6.53 =========== =========== =========== =========== =========== =========== TOTAL RETURN(3) 12.90% 9.96% 50.28% (1.41)% 16.32% 63.88% SUPPLEMENTAL DATA AND RATIOS: Net assets, end of period (in thousands) $ 540,865 $ 518,291 $ 517,179 $ 327,548 $ 323,540 $ 244,444 Ratio of expenses to average net assets(4) 2.18% 2.19% 2.24% 2.28% 2.32% 2.38% Ratio of net investment loss to average net assets(4) (1.70)% (1.95)% (2.13)% (2.21)% (1.76)% (1.76)% Portfolio turnover rate(3) 23% 56% 50% 62% 58% 69% (1) Fund inception date was January 27, 2005. (2) Represents amounts less than $.005 per share. (3) Not annualized for periods less than one year. (4) Annualized. See notes to financial statements. 67 WASATCH FUNDS -- FINANCIAL HIGHLIGHTS SIX MONTHS ENDED MARCH 31 YEAR OR PERIOD ENDED MICRO CAP VALUE FUND (UNAUDITED) SEPTEMBER 30 (for a share outstanding throughout each period) 2005 2004 2003(1) - --------------------------------------------------------------------------------------------------- NET ASSET VALUE, BEGINNING OF PERIOD $ 2.57 $ 2.09 $ 2.00 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment loss (0.02) (0.05) (0.01) Net realized and unrealized gain on investments 0.26 0.53 0.10 ----------- ----------- ----------- TOTAL FROM INVESTMENT OPERATIONS 0.24 0.48 0.09 REDEMPTION FEES (see Note 2) --(2) --(2) --(2) LESS DISTRIBUTIONS: Distributions from net realized gains (0.30) --(2) -- ----------- ----------- ----------- TOTAL DISTRIBUTIONS (0.30) -- -- ----------- ----------- ----------- NET ASSET VALUE, END OF PERIOD $ 2.51 $ 2.57 $ 2.09 =========== =========== =========== TOTAL RETURN(3) 10.61% 23.06% 4.50% SUPPLEMENTAL DATA AND RATIOS: Net assets, end of period (in thousands) $ 88,873 $ 84,835 $ 70,706 Ratio of expenses to average net assets: Net of waivers and reimbursements(4) 2.25% 2.27%(5) 2.50% Before waivers and reimbursements(4) 2.33% 2.38% 2.73% Ratio of net investment loss to average net assets: Net of waivers and reimbursements(4) (1.45)% (1.76)% (1.97)% Before waivers and reimbursements(4) (1.53)% (1.87)% (2.20)% Portfolio turnover rate(3) 49% 101% 4% SIX MONTHS ENDED MARCH 31 SMALL CAP GROWTH FUND (UNAUDITED) YEAR ENDED SEPTEMBER 30 (for a share outstanding throughout each period) 2005 2004 2003 2002 2001 2000 - ----------------------------------------------------------------------------------------------------------------------------------- NET ASSET VALUE, BEGINNING OF PERIOD $ 34.94 $ 32.43 $ 23.83 $ 26.18 $ 34.89 $ 26.01 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment loss (0.13) (0.33) (0.28) (0.35) (0.15) (0.23) Net realized and unrealized gain (loss) on investments 4.36 3.01 8.88 (1.55) (2.73) 11.82 ---------- ---------- ---------- ---------- ---------- ---------- TOTAL FROM INVESTMENT OPERATIONS 4.23 2.68 8.60 (1.90) (2.88) 11.59 REDEMPTION FEES (see Note 2) --(2) --(2) --(2) --(2) 0.02 -- LESS DISTRIBUTIONS: Distributions from net realized gains (0.77) (0.17) --(2) (0.45) (5.85) (2.71) ---------- ---------- ---------- ---------- ---------- ---------- TOTAL DISTRIBUTIONS (0.77) (0.17) -- (0.45) (5.85) (2.71) ---------- ---------- ---------- ---------- ---------- ---------- NET ASSET VALUE, END OF PERIOD $ 38.40 $ 34.94 $ 32.43 $ 23.83 $ 26.18 $ 34.89 ========== ========== ========== ========== ========== ========== TOTAL RETURN(3) 12.43% 8.27% 36.15% (7.53)% (8.61)% 49.63% SUPPLEMENTAL DATA AND RATIOS: Net assets, end of period (in thousands) $1,282,536 $1,191,702 $1,134,398 $ 735,417 $ 553,416 $ 237,812 Ratio of expenses to average net assets(4) 1.18% 1.20% 1.25% 1.31% 1.36% 1.38% Ratio of net investment loss to average net assets(4) (0.66)% (0.91)% (1.08)% (1.25)% (0.83)% (0.84)% Portfolio turnover rate(3) 11% 41% 63% 51% 40% 72% (1) Fund inception date was July 28, 2003. (2) Represents amounts less than $.005 per share. (3) Not annualized for periods less than a year. (4) Annualized. (5) On February 1, 2004, the Advisor reduced the contractual expense limitation from 2.50% to 2.25%. As a result, the effective expense ratio net of waivers and reimbursements for the period ended September 30, 2004 was 2.27%. See notes to financial statements. 68 MARCH 31, 2005 SIX MONTHS ENDED MARCH 31 SMALL CAP VALUE FUND (UNAUDITED) YEAR ENDED SEPTEMBER 30 (for a share outstanding throughout each period) 2005 2004 2003 2002 2001 2000 - ----------------------------------------------------------------------------------------------------------------------------------- NET ASSET VALUE, BEGINNING OF PERIOD $ 5.54 $ 4.62 $ 3.21 $ 3.76 $ 3.51 $ 2.43 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment income (loss) 0.04 (0.01) (0.02) (0.02) -- (0.02) Net realized and unrealized gain (loss) on investments 0.43 0.93 1.43 (0.43) 0.56 1.19 ---------- ---------- ---------- ---------- ---------- ---------- TOTAL FROM INVESTMENT OPERATIONS 0.47 0.92 1.41 (0.45) 0.56 1.17 REDEMPTION FEES (see Note 2) --(1) --(1) --(1) --(1) --(1) -- LESS DISTRIBUTIONS: Distributions from net realized gains (0.78) --(1) -- (0.10) (0.31) (0.09) ---------- ---------- ---------- ---------- ---------- ---------- TOTAL DISTRIBUTIONS (0.78) -- -- (0.10) (0.31) (0.09) ---------- ---------- ---------- ---------- ---------- ---------- NET ASSET VALUE, END OF PERIOD $ 5.23 $ 5.54 $ 4.62 $ 3.21 $ 3.76 $ 3.51 ========== ========== ========== ========== ========== ========== TOTAL RETURN(2) 9.99% 19.73% 43.93% (12.35)% 18.04% 49.94% SUPPLEMENTAL DATA AND RATIOS: Net assets, end of period (in thousands) $ 735,238 $ 734,266 $ 651,261 $ 428,082 $ 487,095 $ 46,470 Ratio of expenses to average net assets: Net of waivers and reimbursements(3) 1.71% 1.73% 1.78% 1.81% 1.92% 1.95% Before waivers and reimbursements(3) 1.71% 1.73% 1.78% 1.81% 1.92% 2.09% Ratio of net investment income (loss) to average net assets: Net of waivers and reimbursements(3) 1.52% (0.26)% (0.43)% (0.44)% (0.31)% (1.02)% Before waivers and reimbursements(3) 1.52% (0.26)% (0.43)% (0.44)% (0.31)% (1.16)% Portfolio turnover rate(2) 24% 56% 69% 69% 41% 67% SIX MONTHS ENDED MARCH 31 ULTRA GROWTH FUND (UNAUDITED) YEAR ENDED SEPTEMBER 30 (for a share outstanding throughout each period) 2005 2004 2003 2002 2001 2000 - ----------------------------------------------------------------------------------------------------------------------------------- NET ASSET VALUE, BEGINNING OF PERIOD $ 24.07 $ 25.43 $ 16.52 $ 19.15 $ 27.17 $ 20.02 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment loss (0.19) (0.42) (0.29) (0.25) (0.21) (0.25) Net realized and unrealized gain (loss) on investments 2.49 (0.68) 9.19 (1.48) (2.49) 8.87 ---------- ---------- ---------- ---------- ---------- ---------- TOTAL FROM INVESTMENT OPERATIONS 2.30 (1.10) 8.90 (1.73) (2.70) 8.62 REDEMPTION FEES (see Note 2) --(1) --(1) 0.01 0.02 0.07 -- LESS DISTRIBUTIONS: Distributions from net realized gains (0.97) (0.26) -- (0.92) (5.39) (1.47) ---------- ---------- ---------- ---------- ---------- ---------- TOTAL DISTRIBUTIONS (0.97) (0.26) -- (0.92) (5.39) (1.47) ---------- ---------- ---------- ---------- ---------- ---------- NET ASSET VALUE, END OF PERIOD $ 25.40 $ 24.07 $ 25.43 $ 16.52 $ 19.15 $ 27.17 ========== ========== ========== ========== ========== ========== TOTAL RETURN(2) 9.85% (4.44)% 53.93% (9.74)% (10.89)% 46.66% SUPPLEMENTAL DATA AND RATIOS: Net assets, end of period (in thousands) $ 385,254 $ 427,013 $ 538,939 $ 277,404 $ 86,097 $ 56,282 Ratio of expenses to average net assets: Net of waivers and reimbursements(3) 1.50% 1.50% 1.57% 1.71% 1.75% 1.75% Before waivers and reimbursements(3) 1.50% 1.50% 1.57% 1.71% 1.79% 1.82% Ratio of net investment loss to average net assets: Net of waivers and reimbursements(3) (1.36)% (1.39)% (1.50)% (1.67)% (1.39)% (1.19)% Before waivers and reimbursements(3) (1.36)% (1.39)% (1.50)% (1.67)% (1.43)% (1.26)% Portfolio turnover rate(2) 33% 67% 76% 78% 123% 135% (1) Represents amounts less than $.005 per share. (2) Not annualized for periods less than one year. (3) Annualized. See notes to financial statements. 69 WASATCH FUNDS -- FINANCIAL HIGHLIGHTS MARCH 31, 2005 SIX MONTHS ENDED MARCH 31 U.S. TREASURY FUND (UNAUDITED) YEAR ENDED SEPTEMBER 30 (for a share outstanding throughout each period) 2005 2004 2003 2002 2001 2000 - --------------------------------------------------------------------------------------------------------------------------------- NET ASSET VALUE, BEGINNING OF PERIOD $ 13.77 $ 13.68 $ 14.04 $ 12.97 $ 12.00 $ 11.68 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment income 0.25 0.70 0.72 0.66 0.65 0.66 Net realized and unrealized gain (loss) on investments 0.32 0.11 (0.48) 1.17 0.87 0.39 ---------- ---------- ---------- ---------- ---------- ---------- TOTAL FROM INVESTMENT OPERATIONS 0.57 0.81 0.24 1.83 1.52 1.05 REDEMPTION FEES (see Note 2) --(1) 0.01 0.03 0.01 0.01 -- LESS DISTRIBUTIONS: Distributions from net investment income (0.60) (0.73) (0.63) (0.77) (0.56) (0.73) ---------- ---------- ---------- ---------- ---------- ---------- TOTAL DISTRIBUTIONS (0.60) (0.73) (0.63) (0.77) (0.56) (0.73) ---------- ---------- ---------- ---------- ---------- ---------- NET ASSET VALUE, END OF PERIOD $ 13.74 $ 13.77 $ 13.68 $ 14.04 $ 12.97 $ 12.00 ========== ========== ========== ========== ========== ========== TOTAL RETURN(2) 4.27% 6.27% 2.17% 15.38% 12.89% 9.84% SUPPLEMENTAL DATA AND RATIOS: Net assets, end of period (in thousands) $ 53,341 $ 45,088 $ 67,134 $ 83,879 $ 66,195 $ 58,198 Ratio of expenses to average net assets: Net of waivers and reimbursements(3) 0.75% 0.75% 0.75% 0.75% 0.75% 0.75% Before waivers and reimbursements(3) 0.89% 0.94% 0.91% 0.98% 0.95% 0.97% Ratio of net investment income to average net assets: Net of waivers and reimbursements(3) 4.18% 4.50% 4.67% 5.51% 5.34% 5.35% Before waivers and reimbursements(3) 4.04% 4.31% 4.51% 5.28% 5.14% 5.13% Portfolio turnover rate(2) 22% 4% 37% 22% 41% 16% (1) Represents amounts less than $.005 per share. (2) Not annualized for periods less than one year. (3) Annualized. See notes to financial statements. 70 WASATCH FUNDS -- NOTES TO FINANCIAL STATEMENTS MARCH 31,2005 (UNAUDITED) 1. ORGANIZATION Wasatch Funds, Inc. is a Minnesota corporation registered under the Investment Company Act of 1940, as amended, as an open-end management investment company and consists of 11 series or "funds" (each a "Fund" and collectively the "Funds"). The Core Growth, Global Science & Technology, Heritage Growth, International Growth, International Opportunities, Micro Cap, Micro Cap Value, Small Cap Growth, Small Cap Value and Ultra Growth Funds (collectively the "Equity Funds") are non-diversified funds and the Wasatch-Hoisington U.S. Treasury Fund ("U.S. Treasury Fund") is a diversified fund. Each Fund maintains its own investment objective. The Funds have entered into an investment advisory agreement with Wasatch Advisors, Inc. (the "Advisor") as investment advisor. 2. SIGNIFICANT ACCOUNTING POLICIES The financial statements have been prepared in conformity with United States of America generally accepted accounting principles ("GAAP"). The following is a summary of the more significant of such policies which were followed consistently during the period. VALUATION OF SECURITIES -- Securities are valued as of the close of the New York Stock Exchange (generally 4:00 p.m. Eastern Time) on the valuation date. Equity securities are valued using a commercial pricing service at the latest quoted sales price or official closing price taken from the primary market in which each security trades. Securities traded in the over-the-counter market and listed securities for which there were no transactions are valued at the closing bid price. Debt securities (other than short-term instruments) are valued at current market value by a commercial pricing service, or by using the last sale or bid price. Short-term securities, which mature in 60 days or less, are valued at amortized cost, which approximates market value. Restricted securities, private placements, other illiquid securities and other securities for which market value quotations are not readily available are valued at fair value as determined by a designated Pricing Committee, comprised of personnel of the Advisor, under the supervision of the Board of Directors, in accordance with pricing procedures approved by the Board of Directors. Fair value is defined as the amount the owner of a security might reasonably expect to receive upon a current sale. 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, and other relevant factors. Additionally, a Fund's investments will be 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 exchange or market (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 would determine the fair value of affected securities considering factors including, but not limited to: index options and futures traded subsequent to the close; ADRs, 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 WEBs and SPDRs; and alternative market quotes on the affected securities. As of March 31, 2005, the aggregate amount of fair valued securities as a percentage of net assets of the Funds was as follows: Core Growth Fund 1.32% Global Science & Technology Fund 1.09% Heritage Growth Fund 0.62% International Growth Fund - International Opportunities Fund 0.34% Micro Cap Fund 0.87% Micro Cap Value Fund 2.27% Small Cap Growth Fund 0.66% Small Cap Value Fund 4.61% Ultra Growth Fund 1.45% U.S. Treasury Fund - FOREIGN CURRENCY TRANSLATIONS -- Values of investments denominated in foreign currencies are converted into U.S. dollars using the current exchange rate. Purchases and sales of investments and dividend income are translated into U.S. dollars using the current exchange rate prevailing on the transaction date. The effect of changes in foreign exchange rates on realized and unrealized security gains or losses is reflected as a component of such gains or losses. Transactions in foreign denominated assets may involve greater risks than domestic transactions, including currency, political, economic, regulatory and market risks. The Funds do not hold foreign currency balances routinely. Foreign currencies may be held to the extent related open security purchases failed to settle timely. At March 31, 2005, the foreign currencies held by the Funds were as follows: MARKET VALUE COST OF OF CURRENCY CURRENCY ----------- ------------ GLOBAL SCIENCE & TECHNOLOGY FUND Singapore Dollar $ 3,381 $ 3,380 ----------- ------------ HERITAGE GROWTH FUND Euro $ 9,207 $ 9,207 ----------- ------------ INTERNATIONAL GROWTH FUND Canadian Dollar $(4,946,918) $ (4,974,520) Euro 20,766 20,766 Hong Kong Dollar 57,635 57,635 Japanese Yen (522,690) (523,557) Singapore Dollar 32,636 32,626 ----------- ------------ $(5,358,571) $ (5,387,050) =========== ============ (Continued next page.) 71 WASATCH FUNDS -- NOTES TO FINANCIAL STATEMENTS (CONTINUED) MARKET COST OF VALUE OF CURRENCY CURRENCY ----------- ----------- INTERNATIONAL OPPORTUNITIES FUND Canadian Dollar $ 547,653 $ 561,917 Euro 3,468,311 3,401,553 Japanese Yen 1,293,918 1,268,276 Taiwan Dollar 2,251 2,205 Great British Pound 1,408,764 1,391,543 Singapore Dollar 2,489 2,488 ----------- ----------- $ 6,723,386 $ 6,627,982 =========== =========== MICRO CAP FUND Canadian Dollar $ (348,364) $ (348,364) Singapore Dollar 73,069 73,047 ----------- ----------- $ (275,295) $ (275,317) =========== =========== MICRO CAP VALUE FUND Canadian Dollar $ (16,976) $ (16,975) Euro (99) (99) Taiwan Dollar 1,528 1,488 ----------- ----------- $ (15,547) $ (15,586) =========== =========== 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 premium are amortized using the interest method. To the extent dividends received from Real Estate Investment Trust securities include return of capital distributions, such distributions are recorded as a reduction in cost basis. Returns of capital in excess of cost basis, if any, are recorded as capital gains. SHORT SALES -- To a limited extent, the 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 price declines, the short position increases in value, offsetting the long position's decrease in value. The opposite effect occurs if the security 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). 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. OPTION TRANSACTIONS -- The Equity Funds may buy and sell put and call options, 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. 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. 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 the cost of a security for a purchased put or call option is adjusted by the amount of premium received or paid. 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 equal at all times to the total amount of the repurchase obligations, including interest. Generally, in the event of counterparty default, the fund has the right to use the collateral to offset losses incurred. FEDERAL INCOME TAXES -- It is the Funds' 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. Accordingly, no provision for federal income or excise taxes has been made. EXPENSES -- The Funds contract for various services mostly 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 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 its 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 two months or less. Redemption fees retained by the Funds are credited to additional paid-in capital. 72 MARCH 31, 2005 (UNAUDITED) 3. DISTRIBUTIONS Dividends from net investment income and net realized gains, if any, are declared and paid at least annually. 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 GAAP. The Funds may utilize earnings and profits distributed to shareholders on redemption of shares as part of the dividend-paid deduction (tax equalization). To the extent these book and tax differences are permanent in nature, such amounts are reclassified among paid-in capital in excess of par value, undistributed net investment income (loss) and undistributed net realized gain (loss) on investments. 4. PURCHASES AND SALES OF SECURITIES Cost of investment securities purchased and proceeds from sales of investment securities, excluding U.S. government and short-term securities for the period ended March 31, 2005 are summarized below: GLOBAL CORE SCIENCE & HERITAGE INTERNATIONAL INTERNATIONAL GROWTH TECHNOLOGY GROWTH GROWTH OPPORTUNITIES FUND FUND FUND FUND FUND(1) ------------- ------------ ------------ ------------- ------------- PURCHASES $ 280,889,959 $ 25,472,885 $127,065,519 $ 88,861,620 $ 18,352,472 SALES (360,650,539) (30,773,666) (29,302,101) (35,677,424) - MICRO MICRO CAP SMALL CAP SMALL CAP ULTRA CAP VALUE GROWTH VALUE GROWTH FUND FUND FUND FUND FUND ------------- ------------ ------------ ------------- ------------- PURCHASES $ 120,134,733 $ 41,102,209 $137,602,483 $ 183,212,144 $ 132,709,158 SALES (186,456,008) (45,582,242) 262,961,213) (253,869,370) (208,011,583) (1)Inception date of the Fund was January 27, 2005. Purchases and sales of U.S. Government securities in the U.S. Treasury Fund were $16,204,294 and $(10,257,629), respectively. 73 WASATCH FUNDS -- NOTES TO FINANCIAL STATEMENTS (CONTINUED) 5. FEDERAL INCOME TAX INFORMATION As of March 31, 2005, the cost and unrealized appreciation (depreciation) of securities, excluding securities sold short, on a tax basis were as follows: GLOBAL CORE SCIENCE & HERITAGE INTERNATIONAL INTERNATIONAL GROWTH TECHNOLOGY GROWTH GROWTH OPPORTUNITIES FUND FUND FUND FUND FUND -------------- ----------- ------------- ------------- ------------- Cost $1,291,400,585 $65,907,826 $ 231,243,560 $ 237,976,667 $ 20,694,312 ============== =========== ============= ============= ============= Gross appreciation $ 391,233,583 $10,396,968 $ 18,667,893 $ 62,233,518 $ 619,641 Gross (depreciation) (47,034,695) (8,067,701) (9,388,698) (9,605,646) (963,308) -------------- ----------- ------------- ------------- ------------- Net appreciation (depreciation) $ 344,198,888 $ 2,329,267 $ 9,279,195 $ 52,627,872 $ (343,667) ============== =========== ============= ============= ============= MICRO MICRO CAP SMALL CAP SMALL CAP ULTRA U.S. CAP VALUE GROWTH VALUE GROWTH TREASURY FUND FUND FUND FUND FUND FUND -------------- ----------- ------------- ------------- ------------- ------------- Cost $ 432,109,051 $77,452,408 $ 960,860,908 $ 606,927,339 $ 339,446,946 $ 48,513,383 ============== =========== ============= ============= ============= ============= Gross appreciation $ 139,081,337 $16,292,153 $ 377,914,988 $ 156,140,141 $ 65,065,918 $ 4,351,912 Gross (depreciation) (30,380,818) (5,765,449) (55,413,674) (27,424,791) (27,645,741) (36,335) -------------- ----------- ------------- ------------- ------------- ------------- Net appreciation $ 108,700,519 $10,526,704 $ 322,501,314 $ 128,715,350 $ 37,420,177 $ 4,315,577 ============== =========== ============= ============= ============= ============= The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain securities gains and losses. The components of accumulated earnings on a tax basis as of September 30, 2004 were as follows: GLOBAL CORE SCIENCE & HERITAGE INTERNATIONAL MICRO GROWTH TECHNOLOGY GROWTH GROWTH CAP FUND FUND FUND FUND FUND -------------- ----------- ------------- ------------- ------------- Undistributed ordinary income $ 2,732,242 $ - $ 45,178 $ - $ 3,216,219 Undistributed capital gains 27,136,357 - - 411,691 72,570,944 -------------- ----------- ------------- ------------- ------------- Accumulated earnings 29,868,599 - 45,178 411,691 75,787,163 Accumulated capital and other losses - (1,805,704) (36,826) - - Other undistributed ordinary losses - (1,649) (3,455) (1,006) - Net unrealized appreciation* 253,513,064 (3,994,883) 644,386 23,816,313 104,682,982 -------------- ----------- ------------- ------------- ------------- Total accumulated earnings $ 283,381,663 $(5,802,236) $ 649,283 $ 24,226,998 $ 180,470,145 ============== =========== ============= ============= ============= MICRO CAP SMALL CAP SMALL CAP ULTRA U.S. VALUE GROWTH VALUE GROWTH TREASURY FUND FUND FUND FUND FUND -------------- ------------ ------------- ------------- ------------- Undistributed ordinary income $ 8,935,866 $ - $ 25,398,110 $ - $ 1,573,440 Undistributed capital gains 947,139 26,343,219 78,329,221 10,889,272 - -------------- ------------ ------------- ------------- ------------- Accumulated earnings 9,883,005 26,343,219 103,727,331 10,889,272 1,573,440 Accumulated capital and other losses - - - - (6,930,353) Other undistributed ordinary losses (17,356) - - - - Net unrealized appreciation* 8,820,163 243,490,226 127,012,620 32,592,883 4,706,057 -------------- ------------ ------------- ------------- ------------- Total accumulated earnings $ 18,685,812 $269,833,445 $ 230,739,951 $ 43,482,155 $ (650,856) ============== ============ ============= ============= ============= (1)Inception date of the Fund was January 27, 2005. *On investments, securities sold short, derivative and foreign currency denominated assets and liabilities. 74 MARCH 31, 2005 (UNAUDITED) Capital loss carryforwards are available through the date specified below to offset future realized net capital gains. To the extent allowable by law, future gains are offset by capital loss carryforwards and will not be distributed. SEPTEMBER 30 2008 2009 2010 2011 2012 ------------ ---- ---- ---- ---- ---- GLOBAL SCIENCE & TECHNOLOGY FUND $ - $ - $ - $ 546,501 $ 1,001,036 U.S. TREASURY FUND 1,779,894 4,318,964 831,495 - - As of September 30, 2005, the Global Science & Technology Fund and the Heritage Growth Fund had $258,168 and $36,826, respectively, of post-October capital losses, which are deferred until the tax year ended September 30, 2005. The International Growth Fund had $1,005 of post-October currency losses, which are deferred until the tax year ended September 30, 2005. Net capital losses incurred after October 31 and within the taxable year are deemed to arise on the first day of the following tax year. The tax character of distributions paid during the period ended March 31, 2005 were as follows: GLOBAL CORE SCIENCE & HERITAGE INTERNATIONAL INTERNATIONAL GROWTH TECHNOLOGY GROWTH GROWTH OPPORTUNITIES 2005 FUND FUND FUND FUND FUND(1) ---- ----------- ---------- -------- ------------- ------------- Ordinary income $ 9,428,971 $ - $ 45,181 $ - $ - Capital gain 50,650,388 - - 411,692 - ----------- ---------- -------- ------------- ------------- Total $60,079,359 $ - $ 45,181 $ 411,692 $ - =========== ========== ======== ============= ============= MICRO MICRO CAP SMALL CAP SMALL CAP ULTRA U.S. CAP VALUE GROWTH VALUE GROWTH TREASURY 2005 FUND FUND FUND FUND FUND FUND ---- ----------- ---------- ------------ ------------ ----------- ----------- Ordinary income $ 3,229,671 $8,935,853 $ - $ 25,400,609 $ 4,512,885 $ 2,078,313 Capital gain 74,334,485 947,139 26,343,235 78,336,966 12,324,522 - ----------- ---------- ------------ ------------ ----------- ----------- Total $77,564,156 $9,882,992 $ 26,343,235 $103,737,575 $16,837,407 $2,078,313 =========== ========== ============ ============ =========== =========== The tax character of distributions paid during the year or period ended September 30, 2004 were as follows: GLOBAL CORE SCIENCE & HERITAGE INTERNATIONAL MICRO GROWTH TECHNOLOGY GROWTH GROWTH CAP 2004 FUND FUND FUND(2) FUND FUND ---- -------- ---------- -------- ------------- ----------- Ordinary income $849,650 $ - $ - $ - $ 2,759,023 Capital gain - - - - 40,853,142 -------- ---------- -------- ------------- ----------- Total $849,650 $ - $ - $ - $43,612,165 ======== ========== ======== ============= =========== MICRO CAP SMALL CAP SMALL CAP ULTRA U.S. VALUE GROWTH VALUE GROWTH TREASURY 2004 FUND FUND FUND FUND FUND ---- --------- ---------- --------- ----------- ---------- Ordinary income $ 59,072 $ - $ - $ 103,222 $3,207,497 Capital gain - 5,914,707 221,337 5,343,850 - --------- ---------- --------- ----------- ---------- Total $ 59,072 $5,914,707 $ 221,337 $ 5,447,072 $3,207,497 ========= ========== ========= =========== ========== (1) Inception date of the Fund was January 27, 2005. (2) Inception date of the Fund was June 18, 2004. 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. 75 WASATCH FUNDS -- NOTES TO FINANCIAL STATEMENTS (CONTINUED) 6. RELATED PARTY TRANSACTIONS INVESTMENT ADVISORY FEES -- As the Fund's 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 a Fund should a Fund's operating expenses exceed a specified annual limitation through at least January 31, 2007. Investment advisory fees and fees waived, if any, for the period ended March 31, 2005 are disclosed in the Statements of Operations. Investment advisory fee and expense limitation annual rates are shown below. GLOBAL CORE SCIENCE & HERITAGE INTERNATIONAL INTERNATIONAL GROWTH TECHNOLOGY GROWTH GROWTH OPPORTUNITIES FUND FUND FUND FUND FUND ------ ---------- -------- ------------- ------------- Advisory Fee 1.00% 1.50% 0.70% 1.50% 2.00% Expense Limitation 1.50% 1.95% 0.95% 1.95% 2.25% MICRO MICRO CAP SMALL CAP SMALL CAP ULTRA U.S. CAP VALUE GROWTH VALUE GROWTH TREASURY FUND FUND FUND FUND FUND FUND ------ ---------- --------- --------- ------ -------- Advisory Fee 2.00% 2.00% 1.00% 1.50% 1.25% 0.50% Expense Limitation 2.50% 2.25% 1.50% 1.95% 1.75% 0.75% FUND ADMINISTRATION FEES -- As the Funds' Administrator, the Advisor provides or arranges certain fund administration services to the Funds and receives a monthly fee at the annual rate of .0425% of the first $3.3 billion of the Funds' total average daily net assets and then a decreasing rate for average daily net assets above that level. Fund administration fees for the period ended March 31, 2005 are disclosed in the Statements of Operations. ORGANIZATIONAL COSTS -- A newly formed Fund can incur organizational costs that may include such expenses as state registration fees, legal and printing. The Advisor typically pays these costs and is reimbursed by the Fund later. As of March 31, 2005, the International Opportunities Fund's Statement of Assets and Liabilities reflects a payable to the Advisor for organizational costs of $46,019. PAYMENTS BY AFFILIATE -- The Advisor reimbursed the Wasatch International Growth Fund during the period for realized losses resulting from a currency trading error. The amount of the reimbursement was $130,391 or $0.076 per share based upon the shares outstanding as of March 31, 2005. The currency trading error resulted in a net foreign currency overdraft of $5,387,050 at March 31, 2005. The Funds are aware that trades have occurred in the past which may have been in violation of the Funds' cross-trading policies, and relevant trading records are being reviewed to assess the impact, if any, of such trades on the Funds. The Advisor will take appropriate steps to address the matter and has enhanced its cross trading procedures. 76 MARCH 31, 2005 (UNAUDITED) 7. TRANSACTIONS WITH AFFILIATES The following Funds conducted transactions during the six months ended March 31, 2005 with "affiliated companies" as defined by the Investment Company Act of 1940: AMOUNT OF GAIN AMOUNT OF (LOSS) DIVIDENDS REALIZED ON CREDITED TO SALE OF SHARE ACTIVITY INCOME FOR SHARES ------------------------------------------------------ THE FOR THE BALANCE BALANCE SIX MONTHS SIX MONTHS 9/30/04 PURCHASES SALES 3/31/05 ENDED 3/31/05 ENDED 3/31/05 --------- --------- --------- --------- ------------- ------------- CORE GROWTH FUND Bimini Mortgage Management, Inc., Class A 1,251,075 - 489,450 761,625* $ 1,122,569 $ (39,955) WCA Waste Corp. 432,000 318,225 - 750,225* - ------------- ------------- $ 1,122,569 $ (39,955) MICRO CAP FUND Advanced Power Technology, Inc. 654,250 91,200 - 745,450 $ - $ - Allen - Vanguard Corp. 1,243,575 - 94,175 1,149,400* - 135,676 Covalent Group, Inc. 948,500 - 948,500 -* - (181,195) Encision, Inc. 375,125 - - 375,125 - - Enpath Medical, Inc. 310,200 126,625 - 436,825 - - inTEST Corp. 509,075 19,475 - 528,550 - - IRIDEX Corp. 551,300 104,275 5,000 650,575 - 14,747 PSi Technologies Holdings, Inc. ADR 1,001,445 - 47,225 954,220 - 772,959) U.S. Physical Therapy, Inc. 492,012 160,850 - 652,862 - - ------------- ------------- $ - $ (803,731) MICRO CAP VALUE FUND Security Business Bank of San Diego 53,000 - 3,200 49,800* $ - $ 17,868 Steakhouse Partners, Inc. 250,000 - - 250,000 - - ------------- ------------- $ - $ 17,868 SMALL CAP GROWTH FUND AmSurg Corp. 1,535,263 - - 1,535,263 $ - $ - SMALL CAP VALUE FUND Falcon Financial Investment Trust 1,011,725 - 1,011,725 -* $ 60,721 $ (659,303) Supertex, Inc. 672,225 - 177,825 494,400* - 317,925 Transport Corporation of America, Inc. 315,642 76,800 - 392,442 - - USA Truck, Inc. 472,250 - 68,575 403,675* - 990,566 Whitehall Jewellers, Inc. 845,568 - 123,925 721,643 - (671,587) ------------- ------------- $ 60,721 $ (22,399) (*)No longer affiliated as of March 31, 2005. ADR American Depositary Receipt 77 WASATCH FUNDS -- NOTES TO FINANCIAL STATEMENTS (CONTINUED) 8. RESTRICTED SECURITIES The Funds may own investments that were purchased through private placement transactions or under Rule 144A under 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, comprised of personnel of the Advisor, under the supervision of the Board of Directors, in accordance with pricing procedures approved by the Board of Directors. If and when such securities are registered, the costs of registering such securities are paid by the issuer. At March 31, 2005, the Funds held the following restricted securities: SECURITY ACQUISITION ACQUISITION FAIR VALUE AS % TYPE DATE COST VALUE OF NET ASSETS --------------- ------------------ ----------- ----------- ------------- CORE GROWTH FUND Brantley Mezzanine Finance, LLC Common Units 9/21/04 $ 60,000 $ 60,000 - Brantley Mezzanine Finance, LLC, 10.00%, 9/21/09 Corporate Bond 9/21/04 2,940,000 2,944,985 0.18% Fieldstone Investment Corp. Common Stock 11/10/03 8,254,500 7,830,549 0.48% Provident Senior Living Trust Common Stock 7/26/04 - 12/21/04 10,189,391 10,785,374 0.66% ----------- ----------- ---- $21,443,891 $21,620,908 1.32% GLOBAL SCIENCE & TECHNOLOGY FUND Acusphere, Inc. Warrants 7/29/04 - 10/20/04 $ - $ - - Kintera, Inc. PIPE Common Stock 7/12/04 840,800 534,749 0.78% Montagu Newhall Global Partners II-B, L.P. LP Interest 10/10/03 - 3/10/04 47,144 35,654 0.05% Point Biomedical Corp. Warrants 2/16/05 - - - Point Biomedical Corp., Series F Preferred Stock 2/16/05 150,000 150,000 0.22% SiRF Technology Holdings, Inc. Warrants 1/11/02 - 19,922 0.03% Xtera Communications, Inc., Series A-1 Preferred Stock 9/3/03 7,076 7,076 0.01% ----------- ----------- ---- $ 1,045,020 $ 747,401 1.09% HERITAGE GROWTH FUND Provident Senior Living Trust Common Stock 7/26/04 - 12/21/04 $ 1,400,228 $ 1,486,608 0.62% MICRO CAP FUND DrugMax, Inc. Warrants 12/1/04 $ - $ - - DrugMax, Inc. PIPE, Convertible Series A Preferred Stock 12/1/04 3,200,000 2,960,919 0.55% Kintera, Inc. PIPE Common Stock 7/12/04 1,152,400 732,926 0.14% Point Biomedical Corp. Warrants 2/16/05 - - - Point Biomedical Corp., Series F Preferred Stock 2/16/05 1,000,000 1,000,000 0.18% ----------- ----------- ---- $ 5,352,400 $ 4,693,845 0.87% MICRO CAP VALUE FUND ACE Security Laminates Corp. Warrants 11/23/04 $ - $ - - Acusphere, Inc. Warrants 7/29/04 - 10/20/04 - - - CorVu Corp. Warrants 11/17/03 - - - DrugMax, Inc. Warrants 12/1/04 - - - DrugMax, Inc. PIPE, Convertible Series A Preferred Stock 12/1/04 800,000 740,230 0.83% Medical Properties Trust, Inc. Common Stock 3/31/04 362,500 371,563 0.42% Point Biomedical Corp. Warrants 2/16/05 - - - Point Biomedical Corp., Series F Preferred Stock 2/16/05 200,000 200,000 0.23% Saxon Energy Services, Inc. Warrants 12/22/04 - 68,612 0.08% Saxon Energy Services, Inc. PIPE Common Stock 12/22/04 403,429 627,309 0.71% WPCS International, Inc. Warrants 11/16/04 - - - ----------- ----------- ---- $ 1,765,929 $ 2,007,714 2.27% 78 MARCH 31, 2005 (UNAUDITED) SECURITY ACQUISITION ACQUISITION FAIR VALUE AS % TYPE DATE COST VALUE OF NET ASSETS --------------- ------------------ ----------- ----------- ------------- SMALL CAP GROWTH FUND Elder Health, Inc., Series G Preferred Stock 11/1/04 $ 571,428 $ 571,428 0.04% Kintera, Inc. PIPE Common Stock 7/12/04 6,043,600 3,843,730 0.30% Montagu Newhall Global Partners II-B, L.P. LP Interest 10/10/03 - 3/10/04 471,435 356,544 0.03% Point Biomedical Corp. Warrants 2/16/05 - - - Point Biomedical Corp., Series F Preferred Stock 2/16/05 2,000,000 2,000,000 0.16% SiRF Technology Holdings, Inc. Warrants 1/11/02 - 187,555 0.01% Zonare Medical Systems, Inc. Warrants 6/30/04 - - - Zonare Medical Systems, Inc., Series E Preferred Stock 6/30/04 1,500,000 1,500,000 0.12% ----------- ----------- ---- $10,586,463 $ 8,459,257 0.66% SMALL CAP VALUE FUND Brantley Mezzanine Finance, LLC Common Units 9/21/04 $ 40,000 $ 40,000 0.01% Brantley Mezzanine Finance, LLC, 10.00%, 9/21/09 Corporate Bond 9/21/04 1,960,000 1,963,323 0.27% Crystal River Capital, Inc. Common Stock 3/9/05 7,500,000 7,500,000 1.02% JER Investors Trust, Inc. Common Stock 5/27/04 - 12/9/04 6,033,919 6,030,375 0.82% KKR Financial Corp. Common Stock 8/5/04 3,600,000 3,780,000 0.51% Medical Properties Trust, Inc. Common Stock 3/31/04 3,255,000 3,336,375 0.45% Provident Senior Living Trust Common Stock 7/26/04 - 12/21/04 10,550,756 11,271,893 1.53% ----------- ----------- ---- $32,939,675 $33,921,966 4.61% ULTRA GROWTH FUND Elder Health, Inc., Series G Preferred Stock 11/1/04 $ 571,428 $ 571,428 0.15% IQ4HIRE, Inc. Preferred Stock 9/7/00 110,000 440 - Kintera, Inc. PIPE Common Stock 7/12/04 820,200 521,647 0.14% Montagu Newhall Global Partners II-B, L.P. LP Interest 10/10/03 - 3/10/04 424,292 320,889 0.08% NXStage Medical, Inc., Series F Preferred Stock 8/18/04 1,500,000 1,500,000 0.39% Point Biomedical Corp. Warrants 2/16/05 - - - Point Biomedical Corp., Series F Preferred Stock 2/16/05 1,500,000 1,500,000 0.39% SiRF Technology Holdings, Inc. Warrants 1/11/02 - 57,784 0.01% Xtera Communications, Inc., Series A-1 Preferred Stock 9/3/03 99,065 99,064 0.03% Zonare Medical Systems, Inc. Warrants 6/30/04 - - - Zonare Medical Systems, Inc., Series E Preferred Stock 6/30/04 1,000,000 999,999 0.26% ----------- ----------- ---- $ 6,024,985 $ 5,571,251 1.45% PIPE Private Investment in a Public Equity LP Limited Partnership Interest 9. PURCHASE COMMITMENTS In September 2003, the Global Science & Technology, Small Cap Growth and Ultra Growth Funds entered into subscription agreements to acquire limited partnership interests in Montagu Newhall Global Partners II-B, L.P. The remaining commitment amounts at March 31, 2005 were $450,000, $4,500,000 and $4,050,000, respectively. Securities held by the Funds have been designated to meet these purchase commitments. In November 2004, the Small Cap Growth and Ultra Growth Funds entered into subscription agreements to acquire shares of Elder Health, Inc., Series G Pfd. The remaining commitment amounts at March 31, 2005 were $428,572 per Fund. Securities held by the Funds have been designated to meet these purchase commitments. 79 WASATCH FUNDS -- DIRECTORS AND OFFICERS MARCH 31, 2005 (UNAUDITED) NUMBER OF PORTFOLIOS TERM OF IN COMPLEX POSITION(S) OFFICE AND OVERSEEN NAME, ADDRESS HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) BY OTHER DIRECTORSHIPS AND AGE FUND TIME SERVED DURING PAST 5 YEARS DIRECTOR HELD BY DIRECTOR - ------------------------ ----------- ------------ ----------------------------- ---------- --------------------- INDEPENDENT DIRECTORS: D. JAMES CROFT, PH.D. Director Indefinite Consultant since 2004 and 11 None 12030 Sunrise Valley Served as Founder & Executive Director, Drive Director Mortgage Asset Research Suite 200 since 2005 Institute from 1990 to 2004. Reston, VA 20191 Age: 63 JAMES U. JENSEN, J.D., Director Indefinite Co-founder and Chairman of 11 Private companies and MBA and Served as the Board of Rapidmapper, foundations only 44 North Wolcott Chairman of Chairman of Inc. (a company pursuing Salt Lake City, the Board the Board computer and measurement UT 84103 since 2004 technology and products) Age: 59 and Director since 2004; Consultant since 1986 on corporate growth and technology transfer since 2004; Vice President, Corporate Development, Legal Affairs and General Counsel and Secretary, NPS Pharmaceuticals, Inc. 1991 - 2004. WILLIAM R. SWINYARD, Director Indefinite Professor of Business 11 None PH.D. and Served as Management and Holder of the Marriott School of Chairman Chairman Fred G. Meyer Chair of Management of the of the Audit Marketing, Brigham Young 624 Tanner Building Audit Committee University since 1978. Brigham Young Committee since 2004 University and Director Provo, UT 84602 since 1986 Age: 64 INTERESTED DIRECTOR: SAMUEL S. STEWART, President Indefinite Chairman of the Board for 11 None JR., PH.D., CFA* and Served as Wasatch Advisors, Inc. (the 150 Social Hall Avenue Director President "Advisor") since 1975; 4th Floor and Director Director of Research from Salt Lake City, UT since 1986 1975 - 2004; Chairman of the 84111 Board for the Funds from 1986 Age: 62 - 2004; Professor of Finance at the University of Utah from 1975 - 2000. OFFICERS: JEFF S. CARDON, CFA Vice Indefinite President and Treasurer of N/A N/A 150 Social Hall Avenue President Served as the Advisor since 1999; 4th Floor Vice Director Emeritus of the Salt Lake City, UT President Funds since November 84111 since 1986 2004; Director of the Funds Age: 47 from 1986 to 2004: Director of the Advisor since 1985; Security Analyst for the Advisor since 1980. VENICE F. EDWARDS, CFA Vice Indefinite Chief Compliance Officer for N/A N/A 150 Social Hall Avenue President Served as the Advisor since 2004; 4th Floor and Treasurer Director of Compliance for Salt Lake City, UT Treasurer since 1996 the Advisor from 1995 - 2004 84111 and Vice and Secretary of the Advisor Age: 54 President since 1999; Portfolio Manager since for the Advisor from 1983 - September 1995. 2004 ANGELA M. PALMER Chief Indefinite Chief Compliance Officer for N/A N/A 150 Social Hall Avenue Compliance Served as the Funds since 2004; 4th Floor Officer/ Chief Director of Compliance for Salt Lake City, UT Secretary/ Compliance the Advisor since 2004 and 84111 Assistant Officer/ Vice President of the Advisor Age: 33 Treasurer Secretary/ since November 2004; Senior Assistant Compliance Administrator for Treasurer the Advisor from 2003 - 2004; since Administration Services September Manager at UMB Fund Services, 2004 Inc. ("UMB") from 1999 - 2003; Senior Financial Analyst at UMB from 1998- 1999. - --------------- * Mr. Stewart is an Interested Director because he serves as director and officer of the Advisor. Additional information about the Funds' directors is provided in the Statement of Additional Information and is available without charge, upon request, by calling 800.551.1700. 80 WASATCH FUNDS -- SUPPLEMENTAL INFORMATION MARCH 31, 2005 (UNAUDITED) PROXY VOTING POLICIES, PROCEDURES AND 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' web site at www.wasatchfunds.com or by calling 800.551.1700 and on the Securities and Exchange Commission's (SEC) web site at www.sec.gov. Wasatch Funds' proxy voting record is available on the Funds' web site at www.wasatchfunds.com and the SEC's web site at www.sec.gov no later than August 31 for the prior 12 months ending June 30. QUARTERLY PORTFOLIO HOLDINGS DISCLOSURE ON 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 web site at www.sec.gov, and may be viewed at the SEC's Public Reference Room in Washington, D.C. (information on the operation of the Public Reference Room may be obtained by calling 800.SEC.0330). BOARD DELIBERATIONS REGARDING APPROVAL OF ADVISORY CONTRACTS GENERAL BACKGROUND Wasatch Advisors, Inc. (the "Advisor") has entered into an Advisory and Service Contract (the "Advisory Contract") with each Fund. Under the Advisory Contract, the Advisor is responsible for managing the investment and reinvestment of the assets of each Fund in accordance with its investment objective, policies and limitations, and to administer each Fund to the extent requested by and subject to the supervision of the Board of Directors of Wasatch Funds, Inc. (the "Company"). Hoisington Investment Management Company ("Hoisington") is the sub-advisor to the Wasatch-Hoisington U.S. Treasury Fund (the "U.S. Treasury Fund"). Pursuant to a Sub-Advisory Agreement entered into between the Advisor and Hoisington (the "Sub-Advisory Agreement"), Hoisington directs the investment and reinvestment of the assets of the U.S. Treasury Fund, including the placement of purchase and sale orders on behalf of such Fund. (Unless the context otherwise requires, the "Advisory Contract" and the "Sub-Advisory Agreement" are collectively referred to as the "Advisory Contracts.") Detailed information on the Advisory Contracts, including the level of fees payable thereunder and the extent to which the Advisor has contractually limited Fund expenses through January 31, 2007, is set forth in footnote number six to the Funds' Financial Statements for the period ended March 31, 2005 and in the Prospectus and Statement of Additional Information for the Funds dated January 31, 2005. APPROVAL PROCESS The Board of Directors of the Company unanimously approved the Advisory Contracts at an "in person" meeting held March 30, 2005 (the "Meeting"). The Directors are legally required to review and reapprove the Advisory Contracts once a year and they consider a wide variety of materials and information throughout each year about each Fund, including, for example, the Fund's investment performance, adherence to stated investment objectives and strategies, assets under management, expenses, sales and redemptions, regulatory compliance and management. The Directors periodically meet with the Advisor's portfolio managers, and review and evaluate their professional experience, credentials and qualifications. This information supplements the materials the Board received in preparation for the Meeting described below. To support its deliberations at the Meeting, the "disinterested" (i.e., independent) Directors, requested and received from the Advisor relevant information that the Directors used: 1. To evaluate the quality of investment advice, including: - An analysis of the performance of each Fund relative to its stated objectives; - A comparison of each Fund's performance to relevant market indexes and to similar funds; - A determination of the quality of the Advisor's and Hoisington's investment personnel. 2. To compare the advisory fees paid by the Funds to the fees paid by other comparable mutual funds to their advisors; to compare the advisory fees paid to the Advisor by other types of clients; and to compare the sub-advisory fees paid by the Advisor to Hoisington with fees that Hoisington assesses to other types of clients. 3. To evaluate the advisory fees in light of additional services provided by the Advisor (over "pure" investment advisory services), and Fund related expenses borne by the Advisor. 4. To compare total Fund expenses as a percentage of Fund assets to the expense ratios of similar funds, and the extent, if any, to which the Advisor agreed to limit expenses. 5. To investigate whether economies of scale exist for an individual Fund and for the Funds collectively, and if so, whether and to what extent they are or should be reflected in the advisory fees paid by the Funds. 6. To consider the profits of the Advisor from managing the Funds. 7. To consider other sources of revenue to the Advisor from its relationship to the Funds and other "fall out" or other benefits it may receive. These include "soft dollar" benefits such as research services as a result of brokerage generated by the Funds and the extent to which the Funds have shared in these benefits. 8. To consider the manner in which Fund portfolio transactions are effected, including portfolio turnover and commission rates (including soft dollars). 9. To consider whether the Advisor and Hoisington have any material regulatory/compliance problems (such as with the SEC, NASD, or IRS), and the results of any regulatory 81 WASATCH FUNDS -- SUPPLEMENTAL INFORMATION inspections, especially those that might affect the Fund or its shareholders. This included information on the number and types of complaints that the Advisor has received from shareholders or others in connection with the sale of securities or the management or operation of the Funds. Directors noted that information on certain of such topics was supplied at previous meetings. At a telephonic meeting held on March 21, 2005, the independent Directors with Fund counsel and a representative of the Advisor discussed the materials provided, outstanding issues or other concerns and the independent Directors requested, and later received, certain additional materials in preparation for the Meeting. At the Meeting, the independent Directors discussed issues pertaining to the proposed reapproval of the Advisory Contracts with representatives of the Advisor and with Fund counsel. After reviewing the written materials and the discussions with the Advisor, the independent Directors met privately to evaluate the Advisory Contracts. In reaching their determinations relating to the re-approval of the Advisory Contracts, in respect of each Fund, the Directors considered all factors they believed relevant. As outlined in more detail below, the Directors considered, among other things, the following factors: (a) the nature, extent and quality of the services to be provided by the investment advisor; (b) the investment performance of the Fund; (c) the costs of the services to be provided and profits to be realized by the advisor and its affiliates from the relationship with the Fund; (d) the extent to which economies of scale may be realized as the Funds grow; and (e) whether fee levels reflect any such economies of scale. 1. THE NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED BY THE ADVISOR AND HOISINGTON. The Directors considered the types of services provided under the Advisory Contracts, and considered narrative and statistical information regarding the Fund's performance record. This information included a comparison of such performance to the performance of unaffiliated comparable funds and recognized benchmarks. The Directors further considered the capabilities, personnel and other resources of the Advisor and Hoisington. In considering services, the Directors reviewed the organizational structure of the Advisor and the responsibilities of the various departments, including the Advisor's research department and its research personnel. The Directors reviewed the Advisor's approach to research and its application to the Advisor's investment decisions. With respect to Hoisington, the Directors reviewed, among other things, information regarding Hoisington's organization, including its management services, investment strategies, and the experience of the portfolio manager of the U.S. Treasury Fund. In addition to advisory services, the Directors considered the quality of any administrative or non-advisory services provided. With respect to the Advisor, the Directors noted that the Advisor administers the affairs of the Company and each Fund to the extent requested by and subject to the supervision of the Company's Board of Directors. The Directors noted that the Advisor provides the Company and each Fund with such administrative and other services (exclusive of, and in addition to, any such services provided by any others retained by the Company on behalf of the Funds) and executive and other personnel as are necessary for the operation of the Company and the Funds. In providing such services, the Directors noted the Advisor's role in coordinating the activities of these other service providers. The Directors noted that the current Advisory Contract calls for the Advisor to pay all of the compensation of the officers of the Company and further noted that all officers are employees of the Advisor. The Directors further noted that the Advisory Contract calls for the Advisor to pay for the Company's office space and facilities. With respect to Hoisington, the Directors noted that the Sub-Advisory Agreement with Hoisington was a "pure" advisory agreement, and Hoisington was not expected to supply other significant services to the Company or the U.S. Treasury Fund. In evaluating the services, the Directors also considered the Advisor's and Hoisington's relevant policies and procedures for assuring compliance with applicable laws and regulations in light of the new SEC regulations governing compliance programs. The Directors noted, for example, that the Advisor and Hoisington have recently enhanced their compliance programs in light of the new regulatory requirements. The Directors also considered the Advisor's capabilities to monitor the sub-advisor's performance as well as compliance policies and procedures. Based on their review, the Directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided (and expected to be provided) to the Company and to each of the Funds under the Advisory Contracts. 2. THE INVESTMENT PERFORMANCE OF THE FUNDS, THE ADVISOR AND HOISINGTON. In connection with every in-person quarterly Board of Directors meeting, the Directors receive extensive information on the performance results of each of the Funds. This includes, for example, performance information on all of the Funds for the previous quarter, and previous one-, three-, five- and 10-year periods, or since inception. Such performance information includes information on absolute total return, performance versus the appropriate benchmark(s), and performance versus peer groups compiled by an independent third party. In connection with the March, 2005 contract renewal process, Directors also reviewed information on the performance and expenses of the Funds as compared to unaffiliated comparable funds prepared by an independent third party. In evaluating each Fund's investment performance, the Directors evaluated the degree to which each Fund is managed in accordance with its stated objectives. Based upon their review, the Directors believe that the Advisor endeavors to manage each Fund in a manner that is consistent with its stated objective and style. Similarly, the Directors believe Hoisington attempts to manage the U.S. Treasury Fund in a manner consistent with its stated investment objective 82 MARCH 31, 2005 (UNAUDITED) and style. The Directors also understand that market conditions and specific investment decisions may adversely affect a Fund's investment performance in absolute and relative terms over various periods of time, and therefore the analysis of each Fund's performance included an analysis over various periods of time. In evaluating a Fund's performance, the Directors gave greater weight to long-term rather than short-term performance. The Directors considered the Fund's ranking against other funds with similar investment objectives compiled by an independent third party for the periods applicable to the respective Fund's existence. The Directors gave greater weight to the respective Fund's ranking over longer periods of time. Considering all of the information described herein, the Directors concluded that they were satisfied with the performance, over time, of the Funds, except as noted below. The International Growth Fund: With respect to the International Growth Fund, the Directors concluded that, although such Fund's relative investment performance since inception (June 28, 2002) had compared unfavorably to comparable funds and indexes, the Directors retained confidence in the Advisor's capabilities to manage the Fund. The International Opportunities Fund: With respect to the International Opportunities Fund, the Directors concluded that since the Fund did not commence business until January 27, 2005, no meaningful investment performance information was available in March, 2005. In addition, in reviewing the rankings of the Ultra Growth Fund to its peer group over time, the Directors noted that the Fund's prospectus states that "in seeking to achieve the Fund's investment objective the Advisor may take larger positions in a few companies that the Advisor believes have outstanding investment potential." Accordingly, the Directors recognized that this approach can lead to greater volatility which can affect relative investment performance. Based upon their review, however, the Directors concluded that the Fund's investment performance over time has been satisfactory. 3. THE COSTS OF SERVICES TO BE PROVIDED AND PROFITS TO BE REALIZED BY THE ADVISOR AND HOISINGTON FROM THEIR RELATIONSHIP WITH THE FUNDS. MANAGEMENT FEES AND OTHER EXPENSES In evaluating the management fees and expenses, the Directors considered each Fund's management fees, the sub-advisory fee arrangement with respect to the U.S. Treasury Fund and each Fund's expected expense ratios in absolute terms as well as compared with the fees and expenses of funds with similar objectives. In reviewing fees, the Directors considered the expense limitation agreement of the Advisor. The Directors also reviewed and considered certain financial information of the Advisor and Hoisington as well as the fees the respective advisor assessed for other clients. In addition to the expense information received during the year, in preparation for the meetings on March 21 and March 30, 2005, the Directors requested and evaluated a report prepared by an independent third party containing comparisons of each Fund's investment advisory fees (both before and after fee waivers, if any), administrative, transfer agency, custodial, fund accounting, non-management, Rule 12b-1 and total expenses, with industry peers independently selected by such third party as well as a sub-set thereof (the "Peer Group"). In their review of this "Peer Group" report, Directors noted that the funds included in the Peer Group had various service and expense structures. For example, some had Rule 12b - 1 Plan expenses, which the Funds do not have. The Funds pay separate administrative and Fund accounting fees while other funds in the Peer Group do not pay such fees. Based upon the information provided, the Directors noted that several of the Funds have advisory fees and/or total expense ratios below or near the median including the Core Growth, Heritage Growth, U.S. Treasury and Small Cap Growth Funds. The remaining Funds have advisory fees and total expense ratios higher than the median, including the International Opportunities, Micro Cap and Micro Cap Value Funds which the Directors noted have advisory fees and total expense ratios that are higher than those paid by most mutual funds. In considering the Funds with higher than median advisory fees, the Directors noted such Funds generally have had superior long-term performance or do not have a reasonably long-term track record. The Directors recognize that the Advisor has committed to providing each Fund with high quality investment advice, and has also agreed to explore with the Board ways in which Fund expense ratios can be maintained in line with risk adjusted performance over time. The Directors further concluded that the advisory fees and expense ratios of the Funds are not unreasonable. FEES CHARGED TO OTHER ADVISORY CLIENTS OF THE ADVISOR The Directors received and evaluated information on the level of advisory fees charged by the Advisor for non-mutual fund institutional clients and for "high net worth" separate accounts. The advisory fees charged by the Advisor to such institutional clients and separate accounts are lower than those charged the comparable Funds. The Advisor has stated, however, that in many cases the Funds have greater flexibility to invest in foreign and restricted private securities than comparable private accounts. The Directors noted that many additional services are provided (and costs are incurred) by the Advisor in managing the Funds compared to its private accounts. For example, the Advisor provides the Company (and each Fund) with office facilities, Fund officers and various administrative, compliance and other services and assumes the attendant costs and exposure to liability. The Advisor also coordinates the provision of services to the Company and the Funds by non-affiliated service providers (administrators, custodians, accountants, auditors, attorneys and others) and coordinates all board and committee functions, regulatory filings and all other aspects of the Funds' operations. These services are generally 83 WASATCH FUNDS -- SUPPLEMENTAL INFORMATION not provided to private, non-Fund clients. The Directors have observed that the nature and extent of these ancillary duties and responsibilities have increased significantly recently (with the passage of the Sarbanes-Oxley Act of 2002, the USA PATRIOT Act, and similar legislation, and numerous related new SEC regulations). In general, the Directors believe that the nature and number of services provided to the Company and the Funds merit higher fees than those paid by private, non - Fund clients. With respect to Hoisington, the Directors also reviewed the fee schedule Hoisington assesses its other clients which reflected that the sub-advisory fee is relatively low in comparison. PROFITABILITY TO THE ADVISOR AND HOISINGTON At the request of the Directors, the Advisor provided information concerning profitability of the Advisor's activities for the year ended December 31, 2004. The information considered by the Directors included operating profit margin information for the Advisor's mutual fund business as a whole, as well as its profitability data for each Fund. The Directors reviewed with representatives of the Advisor assumptions and methods of allocation used by it in preparing Fund-specific profitability data. The Advisor stated its belief that the methods of allocation used were reasonable, but it noted that there are limitations inherent in allocating costs to multiple advisory products served by an organization such as the Advisor where each of the advisory products draws on, and benefits from, the research and other resources of the organization. The Advisor noted that the Advisor is privately held, and is taxed as a Subchapter S corporation; thus certain expenses had to be "attributed" and/or estimated. The Directors recognized that it is difficult to make comparisons of profitability from mutual fund management contracts because comparative information is not generally publicly available and is affected by numerous factors, including the structure of the particular advisor, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the advisor's capital structure and cost of capital. In considering profitability information, the Directors considered the effect of fall-out benefits on the Advisor's expenses. The Directors focused on profitability of the Advisor's relationships with the Funds before taxes and marketing (including "supermarket" fees) expenses. The Directors recognized that the Advisor should be entitled to earn a reasonable level of profits for the services it provides to each Fund and, based on their review, concluded that they were satisfied that the Advisor's level of profitability from its relationship with each Fund was not excessive. The Directors requested information concerning the profitability of Hoisington in providing sub-advisory services to the U.S. Treasury Fund. The Directors were advised by Hoisington that the fees which it receives for sub-advisory services to the U.S. Treasury Fund represent only a very small percentage of its total revenues, and that it could not provide a meaningful estimate of its profitability in providing sub-advisory services to the U.S. Treasury Fund. The Directors were advised that there were no other relationships between the Advisor and Hoisington other than such sub-advisory relationship, and further that the Sub-Advisory Agreement between the Advisor and Hoisington was negotiated on an "arm's length" basis. The Directors were also supplied information indicating that the fee charged by Hoisington in connection with serving as the sub-advisor to the U.S. Treasury Fund is relatively low, compared to its other clients. "FALL-OUT" BENEFITS The Directors considered that the Advisor benefits from soft dollar arrangements whereby it receives brokerage and research services from brokers that execute the Funds' purchases and sales of securities. The Directors received and reviewed information concerning the Advisor's soft dollar arrangements, which included a description of the Advisor's policies with respect to allocating Fund brokerage for brokerage and research services, Fund-by-Fund data on the percentage of soft dollar commissions, and other information on soft dollars, including a list of firms providing third-party research to the Advisor and information on such services. The Directors recognized that the Advisor's profitability would be somewhat lower if it did not receive research services for soft dollars. In considering other fallout benefits, the Directors reviewed compensation the Advisor received pursuant to its administration agreement with the Funds. 4. & 5. THE EXTENT TO WHICH ECONOMIES OF SCALE WOULD BE REALIZED AS THE FUNDS GROW, AND WHETHER FEE LEVELS REFLECT THESE ECONOMIES OF SCALE. The Directors noted that the advisory fee schedules for the Funds do not contain breakpoints that reduce the fee rate on assets above specified levels. The Directors recognized that breakpoints may be one way for the benefits of any economies of scale to be shared with investors. The Directors noted that most of the Funds invest in small and micro cap securities, and that traditionally, the Advisor has periodically closed certain equity Funds to control asset levels. For example, as of March 30, 2005, seven of the 11 Funds were closed to both new investors and existing Fund shareholders. The Directors also are aware of the position of the Advisor that it closes Funds at lower levels of assets under management than many funds investing in small and micro cap securities. The Directors recognized the position taken by the Advisor that, to the extent economies of scale exist, current levels of advisory fees reflect such economies of scale in light of the limited profit potential due to maintaining limited asset sizes as well as the costs associated with its research-personnel intensive process. The Directors also are cognizant of the Advisor's position that its advisory fees provide it with the incentive to continue to close Funds investing in small and micro-cap stocks at an appropriate size. The Directors further noted that the advisory agreements for many funds do not have breakpoints at all, or if breakpoints exist, they may be at asset levels significantly greater than those of the individual Fund. 84 MARCH 31, 2005 (UNAUDITED) Having taken these factors into account, the Directors concluded that the absence of breakpoints in the Funds' advisory fee schedules was acceptable under each Fund's current circumstances. APPROVAL The Board based its decision to approve the Advisory Contracts on the totality of circumstances and relevant factors, and with a view to past and future long-term considerations. The Directors did not identify any single factor discussed above as all important and controlling. The Directors concluded that the Advisor's and Hoisington's fees are not unreasonable in light of the services provided to the respective Fund and that the Advisory Contract with the Advisor and the Sub - Advisory Agreement with Hoisington be approved. SERVICE PROVIDERS INVESTMENT ADVISOR WASATCH ADVISORS, INC. 150 Social Hall Avenue, 4th Floor Salt Lake City, UT 84111 SUB-ADVISOR FOR THE U.S. TREASURY FUND HOISINGTON INVESTMENT MANAGEMENT CO. 1250 Capital of Texas Highway South Building 3, #600 Austin, TX 78746 ADMINISTRATOR WASATCH ADVISORS, INC. 150 Social Hall Avenue, 4th Floor Salt Lake City, UT 84111 SUB-ADMINISTRATOR AND FUND ACCOUNTANT STATE STREET BANK AND TRUST COMPANY 801 Pennsylvania Avenue Kansas City, MO 64105 DISTRIBUTOR ALPS DISTRIBUTORS, INC. 1625 Broadway, Suite 2200 Denver, CO 80202 TRANSFER AGENT UMB FUND SERVICES, INC. 803 West Michigan Street, Suite A Milwaukee, WI 53233 - 2301 CUSTODIAN STATE STREET BANK AND TRUST COMPANY 801 Pennsylvania Avenue Kansas City, MO 64105 LEGAL COUNSEL TO WASATCH FUNDS CHAPMAN & CUTLER, LLP 111 West Monroe Street Chicago, IL 60603 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PRICEWATERHOUSECOOPERS LLP 1055 Broadway, 10th Floor Kansas City, MO 64105 85 WASATCH FUNDS -- GUIDE TO UNDERSTANDING FINANCIAL STATEMENTS Wasatch Funds provides reports to shareholders twice a year. The annual report is for the Funds' fiscal year which ends September 30. The semi-annual report is for the six months or period ending March 31. These reports provide shareholders with important information that will help them evaluate the management and performance of their investments. It is the desire of Wasatch Funds to help shareholders stay in tune with their investments. If you have any questions about the information in this report, a shareholder services representative will be happy to assist you when you call 800.551.1700. SCHEDULE OF INVESTMENTS The holdings of each Wasatch Fund are detailed in the "Schedule of Investments." This section provides a snapshot of the securities each Fund was invested in on the last day of the reporting period. The Wasatch Equity Funds invest primarily in COMMON STOCKS of companies which are grouped together by industry. The Wasatch-Hoisington U.S. Treasury Fund invests primarily in U.S. Treasury securities. The Equity Funds will typically have only minor holdings in Short-Term Investments. At times the Funds may take temporary defensive positions by increasing cash or holdings in SHORT-TERM INVESTMENTS. Please see the prospectus under "Other Investment Strategies and Their Risks." STATEMENTS OF ASSETS AND LIABILITIES These financial statements show the ASSETS and LIABILITIES of a Fund on the last day of the reporting period. A Fund's ASSETS include the value of securities owned, amounts receivable for purchases of Fund shares (capital shares receivable), securities sold, interest and dividends, prepaid expenses and other assets. LIABILITIES are amounts owed for shareholder redemptions (capital shares payable), securities purchased, investment advisory fees and other expenses. Totaling up the assets and subtracting the liabilities results in a Fund's NET ASSETS. NET ASSETS consist of capital stock, paid-in capital in excess of par, undistributed net investment income or loss, undistributed net realized gain or loss on investments and net unrealized appreciation or depreciation on investments. CAPITAL STOCK is stock authorized by a company's charter and having par value, stated value or no par value. Par value is set by the company issuing the shares and has no relation to Net Asset Value. The par value of one share of each Wasatch Fund is $.01. PAID-IN CAPITAL IN EXCESS OF PAR is capital received from shareholders in exchange for Fund shares that exceeds the par value of the shares. For example, if you bought one share of a Fund for $10, $.01 would show as "Capital stock" on the books of the Fund, and $9.99 would be accounted for under "Paid-in capital in excess of par." UNDISTRIBUTED NET INVESTMENT INCOME OR LOSS is the amount of net investment income or loss of a Fund since inception that has not been paid to shareholders as a dividend. UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON INVESTMENTS is the amount of net realized gains or losses generated by a Fund since inception that have not been distributed to shareholders in the form of a capital gain distribution. A gain or loss is realized when a security is sold by a Fund. NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS is the change in value from the purchase price of securities a Fund continues to hold. The number of shares a Fund is authorized to sell can be found under CAPITAL STOCK, $.01 par value. ISSUED AND OUTSTANDING indicates the number of shares owned by shareholders. NET ASSET VALUE (NAV), REDEMPTION PRICE AND OFFERING PRICE PER SHARE shows the value of one outstanding share of a Fund on the date of the report. A Fund's share price (NAV) is calculated by dividing the value of all securities and other assets owned by a Fund, less the liabilities charged to that Fund, by the number of Fund shares outstanding. The share price is calculated at the close of business of the New York Stock Exchange on each day the Exchange is open for trading. Please see Wasatch Funds' prospectus for more information about how share prices are calculated. Information about how the share price is affected by a Fund's operation can be found under "Financial Highlights" on page 87. STATEMENTS OF OPERATIONS STATEMENTS OF OPERATIONS show investment income and expenses for each Fund as well as realized gains or losses from securities sold and the appreciation or depreciation in the value of a Fund's holdings during the reporting period. INVESTMENT INCOME shows INTEREST and DIVIDENDS earned from interest-bearing and dividend-paying securities in a Fund's portfolio. EXPENSES show the various fees and expenses paid out of a Fund's assets such as the fee paid to Wasatch Advisors, the Funds' investment advisor. Additional fees include shareholder servicing, fund administration and accounting, custody of fund assets, federal and state registration, legal counsel, auditing and directors' fees. The Funds pay for printing and mailing statements, prospectuses, annual reports and semi-annual reports to shareholders. NET INVESTMENT INCOME (LOSS) is the amount of dividends and interest income earned on securities held by a Fund, less the Fund's expenses. NET REALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY TRANSLATIONS is the net gain or loss on securities a Fund has sold. CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS AND FOREIGN CURRENCY TRANSLATIONS is the change in value of securities a Fund continues to hold. NET GAIN (LOSS) ON INVESTMENTS is the result of changes in market value of securities a Fund has sold and securities it continues to hold. STATEMENTS OF CHANGES IN NET ASSETS NET ASSETS are a Fund's remaining assets after taking into consideration any liabilities. STATEMENTS OF CHANGES in NET ASSETS show the increase or decrease in a Fund's net assets during the reporting period. Investment operations, dividends and capital share transactions affect a Fund's net assets. OPERATIONS is a summary of the STATEMENTS OF 86 MARCH 31, 2005 (UNAUDITED) OPERATIONS. It includes investment income or loss, net realized gain or loss on investments and foreign currency translations a Fund has sold as well as the change in appreciation or depreciation in the value of investments a Fund continues to hold. DIVIDENDS are distributed by Wasatch Funds to shareholders when Fund investments have earned income in excess of net expenses or when capital gains in excess of capital losses are realized from the sale of securities. Most shareholders choose to reinvest their dividends and capital gain distributions. Each Fund is required by Internal Revenue Code regulations to distribute substantially all of its net investment income and capital gains to shareholders in order to retain its status as a "regulated investment company." CAPITAL SHARE TRANSACTIONS are any transactions involving shares of a Fund, including the selling of Fund shares, shares issued by a Fund to shareholders for the reinvestment of dividends, and share redemptions. FINANCIAL HIGHLIGHTS The FINANCIAL HIGHLIGHTS contain important historical operating information that you may find useful in making decisions or understanding the performance of your investment. NET ASSET VALUE (NAV) is defined under "Statements of Assets and Liabilities" on page 86. The difference between the Net asset value, beginning of period and the Net asset value, end of period in the Financial Highlights is the change in value of a Fund's shares over the reporting period, but not its total return. INCOME (LOSS) FROM INVESTMENT OPERATIONS shows how the share price was affected by a Fund's operations on a per share basis. NET INVESTMENT INCOME (LOSS) is the per share amount of dividends and interest income earned on securities held by a Fund, less the Fund's expenses. NET REALIZED AND UNREALIZED GAINS (LOSSES) ON SECURITIES is the per share increase or decrease in the value of securities a Fund holds or has sold during the reporting period. Gains or (losses) are realized when securities are sold. Gains or (losses) are unrealized when securities increase or decrease in value but are not sold. DISTRIBUTIONS are the per share amount that a Fund paid to shareholders from net investment income and net realized gains. TOTAL RETURN is the percentage increase or decrease in the value of an investment over a stated period of time. A total return percentage includes both changes in unrealized and realized gains and income. For the purposes of calculating total return, it is assumed that dividends and distributions are reinvested at the share price on the ex-dividend day of the distribution. A FUND'S TOTAL RETURN CANNOT BE COMPUTED DIRECTLY FROM THE FINANCIAL HIGHLIGHTS. SUPPLEMENTAL DATA AND RATIOS are provided to help you better understand your investment. NET ASSETS, END OF PERIOD, are the net assets of a Fund on the reporting date. RATIO TO AVERAGE NET ASSETS OF: EXPENSES shows the total of a Fund's operating expenses divided by its average net assets for the stated period before and after waivers and reimbursements by the Advisor, if any. RATIO TO AVERAGE NET ASSETS OF: NET INVESTMENT INCOME shows a Fund's net investment income (loss) divided by its average net assets for the stated period before and after waivers and reimbursements by the Advisor, if any. PORTFOLIO TURNOVER RATE measures a Fund's buying and selling activity during the reporting period. It is computed by dividing total purchases or sales, whichever is less, by the average monthly market value of a Fund's portfolio securities. This calculation does not include securities with a maturity date of less than 12 months. CONTACT WASATCH 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 87 [WASATCH FUNDS LOGO] www.wasatchfunds.com 800.551.1700 ITEM 2: CODE OF ETHICS Not required. ITEM 3: AUDIT COMMITTEE FINANCIAL EXPERT Not required. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not required. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS. Schedule of Investments is included as a part of the report to shareholders filed under Item 1 of this Form N-CSR. 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. The Board of Directors has not adopted procedures by which shareholders may recommend nominees to the Board. 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") (17 CFR 270.30a-3(c)) 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 (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934 (17 CFR 240.13a-15(b) or 240.15d-15(b)). (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 (17 CFR 270.30a-3(d)) 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) Not required. (a)(2) The certifications required by Rule 30a-2 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, INC. By: /s/ Samuel S. Stewart, Jr. -------------------------- Samuel S. Stewart, Jr. President (principal executive officer) of Wasatch Funds, Inc. Date: May 27, 2005 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, Inc. Date: May 27, 2005 By: /s/ Venice F. Edwards ----------------------- Venice F. Edwards Vice President/Treasurer (principal financial and accounting officer) of Wasatch Funds, Inc. Date: May 27, 2005