EXHIBIT 99.a-5

                           CERTIFICATE OF DESIGNATION
                                       OF
                               SERIES K SHARES OF
                               WASATCH FUNDS, INC.

            The undersigned duly elected President of Wasatch Funds, Inc., a
Minnesota corporation (the "Corporation"), hereby certifies that the following
is a true, complete and correct copy of resolutions duly adopted by a majority
of the directors of the Board of Directors of the Corporation on September 1,
2004.

      WHEREAS, the total authorized number of shares of the Corporation is
      1,000,000,000,000 (one trillion), all of which shares are common shares,
      $.01 par value per shares, as set forth in the Corporation's Articles of
      Incorporation, as amended; and

      WHEREAS, of said common shares, ten billion (10,000,000,000) shares have
      been designated as Series A Common Shares, ten billion (10,000,000,000)
      shares have been designated as Series B Common Shares, ten billion
      (10,000,000,000) shares have been designated as Series C Common Shares,
      ten billion (10,000,000,000) shares have been designated as Series D
      Common Shares, ten billion (10,000,000,000) shares have been designated as
      Series E Common Shares, ten billion (10,000,000,000) shares have been
      designated as Series F Common Shares, ten billion (10,000,000,000) shares
      have been designated as Series G Common Shares, ten billion
      (10,000,000,000) shares have been designated as Series H Common Shares,
      ten billion (10,000,000,000) shares have been designated as Series I
      Common Shares, and ten billion (10,000,000,000) shares have been
      designated as Series J Common Shares. The balance of 900,000,000,000
      shares may be issued in such series with such designations, preferences
      and relative, participating, optional or other special rights, or
      qualifications, limitations or restrictions thereof, as shall be stated or
      expressed in a resolution or resolutions providing for the issue of any
      series of common shares as may be adopted from time to time by the Board
      of Directors of this Corporation pursuant to the authority hereby vested
      in said Board of Directors. Series A, B, C, D, E, F, G, H, I and J
      referred to above shall each represent interests in separate and distinct
      portions of the Corporation's assets and liabilities which shall take the
      form of separate portfolios of investment securities, cash and other
      assets and liabilities. Each additional series of common shares which the
      Board of Directors may establish, as provided herein, may evidence, if the
      Board of Directors shall so determine by resolution, an interest in a
      separate and distinct portion of the Corporation's assets, which shall
      take the form of a separate portfolio of investment securities, cash and
      other assets. Authority to establish such separate portfolios has been
      vested in the Board of Directors of this Corporation, and such separate
      portfolios may be established by the Board of Directors without the
      authorization or approval of the holders of any series or shares of this
      Corporation.

      BE IT RESOLVED, that of the remaining 900,000,000,000 authorized but
      unissued common shares of the Corporation, ten billion (10,000,000,000)
      shares be, and hereby are, designated as Series K Common Shares, and each
      of said Series K Common Shares shall represent interests in a separate and
      distinct portion of the Corporation's assets and



      liabilities which shall take the form of a separate portfolio of
      investment securities, cash, other assets and liabilities.

      BE IT FURTHER RESOLVED, that Articles 5, 6 and 7 of the Articles of
      Incorporation of the Corporation setting forth the preferences and
      relative, participating, optional or other special rights, and
      qualifications, limitations and restrictions thereof, of and among each
      series of common shares be, and they hereby are, adopted as the
      preferences and relative, participating, optional and other rights, and
      the qualifications, limitations and restrictions thereof, and among the
      Series K Common Shares and other series of the Corporation designated
      previously by the Corporation.

      BE IT FURTHER RESOLVED, that the officers of the Corporation are hereby
      authorized and directed to file with the office of the Secretary of State
      of Minnesota, a Certificate of Designation setting forth the relative
      rights and preferences of the Series K Common Shares and other Series of
      Common Shares as required by Subd. 3(b) of Section 401 of the Minnesota
      Business Corporation Act.

      BE IT FURTHER RESOLVED, that there is hereby authorized the issuance of
      said Series K Common Shares, provided that such shares shall be issued at
      a price no less than their net asset value per share.

      BE IT FURTHER RESOLVED, that upon receipt of the issuance price for the
      shares authorized to be issued hereinabove, either in connection with the
      original issues of the shares or the issue following the redemption of
      such shares by the Corporation (and after filing pursuant to Minnesota
      Statues, Section 203A.401, Subd. 3(b), a statement with the Secretary of
      State of the State of Minnesota setting forth the name of the Corporation
      and the text of the relevant portions of these resolutions and certifying
      the adoption of such portions of these resolutions and the date of
      adoption), the officers of the Corporation are hereby authorized and
      directed to issue certificates representing shares (or confirm purchases
      to investors and credit such purchases to their accounts) of the Series K
      Common Shares of the Corporation, and such shares are hereby declared to
      be validly and legally issued, fully paid and nonassessable.

            IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Designation on behalf of the Corporation this ______ day of ________, 2004.

                                              __________________________________
                                              Samuel S. Stewart, Jr., President

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