Wasatch Funds Trust

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-04920

WASATCH FUNDS TRUST

(Exact name of registrant as specified in charter)

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.

Wasatch Funds Trust

150 Social Hall Avenue, 4th Floor

Salt Lake City, Utah 84111

Eric F. Fess, Esq.

Chapman & Cutler LLP

111 West Monroe Street

Chicago, IL 60603

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

Date of fiscal year end: September 30

Date of reporting period: September 30, 2012

Item 1: Report to Shareholders.

LOGO

Annual Report

September 30, 2012

Equity Funds

Wasatch Core Growth Fund Wasatch Emerging India Fund

Wasatch Emerging Markets Small Cap Fund Wasatch Frontier Emerging Small Countries Fund Wasatch Global Opportunities Fund Wasatch Heritage Growth Fund Wasatch International Growth Fund Wasatch International Opportunities Fund Wasatch Large Cap Value Fund Wasatch Long/Short Fund Wasatch Micro Cap Fund Wasatch Micro Cap Value Fund Wasatch Small Cap Growth Fund Wasatch Small Cap Value Fund Wasatch Strategic Income Fund Wasatch Ultra Growth Fund Wasatch World Innovators Fund

Bond Funds

Wasatch-1st Source Income Fund Wasatch-Hoisington U.S. Treasury Fund

Wasatch funds

Wasatch Funds

Salt Lake City, Utah

www.wasatchfunds.com

800.551.1700


TABLE OF CONTENTS


Letter to Shareholders			2
Wasatch Core Growth Fund^® Management Discussion			4
Portfolio Summary			5
Wasatch Emerging India Fund^® Management Discussion			6
Portfolio Summary			7
Wasatch Emerging Markets Small Cap Fund^® Management Discussion			8
Portfolio Summary			9
Wasatch Frontier Emerging Small Countries Fund^™ Management Discussion			10
Portfolio Summary			11
Wasatch Global Opportunities Fund^® Management Discussion			12
Portfolio Summary			13
Wasatch Heritage Growth Fund^® Management Discussion			14
Portfolio Summary			15
Wasatch International Growth Fund^® Management Discussion			16
Portfolio Summary			17
Wasatch International Opportunities Fund^® Management Discussion			18
Portfolio Summary			19
Wasatch Large Cap Value Fund^® Management Discussion			20
Portfolio Summary			21
Wasatch Long/Short Fund^® Management Discussion			22
Portfolio Summary			23
Wasatch Micro Cap Fund^® Management Discussion			24
Portfolio Summary			25
Wasatch Micro Cap Value Fund^® Management Discussion			26
Portfolio Summary			27
Wasatch Small Cap Growth Fund^® Management Discussion			28
Portfolio Summary			29
Wasatch Small Cap Value Fund^® Management Discussion			30
Portfolio Summary			31
Wasatch Strategic Income Fund^® Management Discussion			32
Portfolio Summary			33
Wasatch Ultra Growth Fund^® Management Discussion			34
Portfolio Summary			35
Wasatch World Innovators Fund^® Management Discussion			36
Portfolio Summary			37
Wasatch-1st Source Income Fund^® Management Discussion			38
Portfolio Summary			39
Wasatch-Hoisington U.S. Treasury Fund^® Management Discussion			40
Portfolio Summary			41
Management Discussions — Definitions of Financial Terms			42
Operating Expenses			43
Schedule of Investments			45
Statements of Assets and Liabilities			90
Statements of Operations			96
Statements of Changes in Net Assets			102
Financial Highlights			110
Notes to Financial Highlights			114
Notes to Financial Statements			115
Report of Independent Registered Public Accounting Firm			137
Supplemental Information			138
Management of the Company			138
Additional Tax Information			139
Proxy Voting Policies, Procedures and Record			140
Quarterly Portfolio Holdings Disclosure on Form N-Q			140
Service Providers			140
Guide to Understanding Financial Statements			141
Contact Wasatch			142

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.


LETTER TO SHAREHOLDERS —“NERVOUSLY BULLISH — Why Have I Raised The Caution Flag Even Higher?”

LOGO

Samuel S. Stewart, Jr. PhD, CFA

President of
Wasatch Funds

DEAR FELLOW SHAREHOLDERS:

Regular readers of my commentaries know that my outlook has evolved over the past few years.
I was bullish regarding the investment potential for stocks shortly after the 2009 market lows when overall stock valuations were compelling and investors were fearful. As the market has rallied since 2009, my optimism has waned. I’ve gone from bullish to cautiously bullish to nervously bullish. So why have I raised the caution flag even higher from previous commentaries? There are three main reasons: (1) most stocks have become more expensive; (2) the current actions of the U.S. Federal Reserve (Fed) aren’t likely to improve economic conditions in the short term and pose an inflationary threat in the long term; and (3) I’m disappointed by our politicians’ continued refusal to work together to deal with our most critical challenges. While I’m less bullish on the overall stock market, I still believe it’s a stock picker’s environment where we can continue to uncover some of the “World’s Best Growth Companies” that have the potential to outperform the overall economy. At Wasatch, we always look for healthy, innovative and well-managed companies that are growing much faster than the overall economy—we just have to find them and then buy them at the right price.

ECONOMY

After the financial crisis in 2008 and early 2009, the Fed started on a path of “quantitative easing” (QE) by buying government securities to support bond prices and lower interest rates in an effort to stimulate the economy. The first massive purchase of securities was known as QE1. Most reasonable institutional investors considered QE1 to be a prudent response to the crisis. Although QE1 helped to bolster asset prices (stocks, bonds and commodities), economic conditions didn’t improve as much as hoped and unemployment remained stubbornly high. The Fed’s second round of quantitative easing (QE2) and so-called “Operation Twist”—the simultaneous sale of short-term Treasuries and purchase of long-term Treasuries in an effort to lower long-term rates—was met with increasing skepticism among institutional investors. But there was still some sympathy for the Fed’s predicament in trying to meet its dual mandate of promoting maximum employment and stable prices, especially with the concerns surrounding the earthquake and nuclear crisis in Japan.

Now we have come to a third round of quantitative easing (QE3) and a commitment from the Fed to keep interest rates at extremely low levels at least through mid-2015. Fed Chairman Ben Bernanke argues that, in the absence of reasonable fiscal policies coming from our politicians, QE3 is the best alternative. I strongly disagree. If I were in Chairman Bernanke’s shoes, I’d issue a statement that the Fed has already done what it can to put the economy on the right track, and that it’s now time for the Executive Branch and Congress to take the lead in tackling the critical fiscal issues of taxes, spending, debt, deficits, infrastructure, education and employment.

I believe the Fed is out of ammunition primarily because low interest rates alone can’t stimulate the economy and bring down unemployment. As I see it, the problems in our economy have more to do with confidence and demand. An entrepreneur recently told me that when he was young and inexperienced he had no trouble getting financing. Now, even though he’s older and has a successful track record, banks are unwilling to lend. In addition to the challenges in obtaining financing, companies are faced with weak demand from customers who are dealing with their own economic problems. Ironically, announcing QE3 may have actually scared some businesspeople more as they could view the Fed’s action as a sign that conditions are getting weaker.

The main beneficiaries of low interest rates have been large companies that are able to refinance their debt, and large banks that pay little or nothing on deposits and earn a modest spread by investing in Treasuries. Stock, bond and commodity prices have also benefited in general, partially due to the perception that the Fed has been targeting asset prices as a way to improve confidence in the economy.

Unfortunately, many people haven’t participated in these asset-price improvements because they’ve mostly stayed out of the markets after the devastation in 2008 and early 2009. There have been stronger flows into intermediate- and longer-term fixed-income investments, however. I just hope that investors understand the price risks in these investments when interest rates eventually rise.

Political gridlock in Washington is about as bad as I’ve ever seen during my career. And we’re fast approaching the “fiscal cliff” in which tax cuts are set to expire and federal spending is scheduled to be reduced. Although taxes and spending need to be dealt with comprehensively over the long term, the automatic tax increases and spending reductions aren’t what the economy needs right now. I’m cautiously optimistic that the ideologues on both sides of the aisle will get their acts together and initiate a compromise because the political fallout of inaction would be enormous. After we get past the fiscal cliff, I believe that two of the most pressing issues we face today are infrastructure and education. If we’re not strong in both of these areas, we won’t be able to effectively compete on a global basis, grow our economy, employ our people, and pay off our debts.

MARKETS

Despite the challenges in the economy, the overall stock market and most of the companies in our portfolios advanced strongly during the 12 months ended September 30, 2012. Including reinvested dividends, the S&P 500 Index was up 30.20% for the 12 months. Anticipation of QE3 probably played a role in this market advance. But in many cases, I believe that company fundamentals also played a role. Indeed, when I speak to the managements of many of the companies we own, I’m impressed by their resilience. I often hear that our companies are doing well by providing cost-effective products and services to their struggling customers. So the recurring theme seems to be efficiency. Companies that help their customers be efficient and save money are typically the ones we find most attractive as investments.


		*SEPTEMBER 30, 2012*

This focus on efficiency often leads us to companies that are front and center in the information-related economy. For example, technology tends to be less capital intensive than manufacturing. And if a technology company is successful, its cash flows and profits can be enormous relative to the cost of starting the business. I believe the high level of cash being generated by some companies, particularly tech companies, is responsible for a good portion of the stock buybacks we’re seeing today. Buying back stock may be especially attractive to companies because buybacks tend to be more discretionary than increasing a dividend, which establishes an expectation of a commitment going forward. Look at a company like tech giant Apple. The shares currently trade at just 14 times (forward) estimated earnings, so buying back stock is a good way for Apple to increase shareholder value during periods when the company’s excess cash isn’t needed for continuing operations, new ventures or acquisitions.

WASATCH

Like many of the technology companies in which we often invest, our business at Wasatch Advisors isn’t capital intensive. Our people are our most important assets. That’s why we invest heavily in their education and training, give them the resources they need to succeed, and try to create a stimulating work environment.

A further aspect of getting the most from our people—and therefore offering high value to our investors—is our willingness to expand our research and to carefully launch additional investment products. From the outside, it may be difficult to discern the reasons for our product launches. Sometimes we launch products that fall into broader categories, but with a finer focus. A good example is our Wasatch Emerging Markets Small Cap Fund, which at the point of its inception in 2007 was one of the few no-load emerging markets mutual funds focused on small cap stocks. At other times we launch products that may appear to be very specialized. These products play key roles in supporting Wasatch’s overall “Multiple Eyes^®” deep due diligence—where all company research from around the world is shared internally.

Another important point is that our investment products aren’t training grounds for inexperienced analysts. Our products are launched when we see opportunities in the financial markets to generate attractive returns, and when we have the talent on staff to take advantage of these opportunities. I believe this product launch philosophy helps us retain our investment professionals, enhances their skills, and generates more outstanding investment ideas for the firm as a whole. Clearly, this philosophy benefits our people. But more importantly, I believe it benefits our shareholders who understand our vision and invest with us.

With sincere thanks for your continued investment,

LOGO

Sam Stewart

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

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

World’s Best Growth Companies (WBGCs) are defined by Wasatch as companies that we believe possess an identifiable, sustainable competitive advantage, are well managed, undervalued and are producing above average earnings growth relative to their industry and country of origin.

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

QE2 is the nickname for the second round of quantitative easing announced by Fed chairman Ben Bernanke in November 2010 whereby the Fed would buy billions of dollars in long-term U.S. Treasury securities in an effort to jump start the sluggish economic recovery.

QE3 is the nickname for the third round of quantitative easing launched by the Fed whereby the Fed will purchase $40 billion of mortgage-backed securities on a monthly basis in an effort to support the economic recovery.

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. One cannot invest directly in an index.

As of September 30, 2012, the Wasatch World Innovators Fund had 3.9% of its net assets invested in Apple, Inc.

Fund holdings are subject to change at any time. References to individual companies should not be construed as recommendations to buy or sell shares in those companies.

The investment objective of the Wasatch Emerging Markets Small Cap Fund is long-term growth of capital.

Multiple Eyes^® is a Wasatch term used to describe the firm’s collaborative culture and research process.

CFA^® is a trademark owned by CFA Institute.

MSCI benchmark data used in this report was provided by MSCI. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used to create indices or financial products. This report was not approved or produced by MSCI.


WASATCH CORE GROWTH FUND (WGROX / WIGRX) — Management Discussion		*SEPTEMBER 30, 2012*

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

LOGO

JB Taylor

Portfolio Manager

LOGO

Paul Lambert

Portfolio Manager

OVERVIEW

During the 12 months ended September 30, 2012, the Wasatch Core Growth Fund—Investor Class gained 26.91% and the Russell 2000 Index rose 31.91%.

The strong

market return for the 12 months is somewhat misleading, considering that it sold off precipitously in the summer of 2011, creating a temporary low “starting point” for the period. If we go back 18 months, the Index has only returned 0.94% on an annualized basis, while the Fund has returned 8.40%. These performance patterns are consistent with the strategy we pursue. The Fund will often keep pace with or slightly lag the Index in strong up markets. But over longer periods (which inevitably include market sell-offs), we hope to outperform.

Given the economy has not improved markedly since the September low of 2011, we believe the strong market has been driven by momentum buying. The Federal Reserve began flooding the market with liquidity in the aftermath of the 2008 financial crisis and has consistently telegraphed a short- and medium-term future of near-zero interest rates. With rates low, investors looking for attractive returns are pushed further out on the risk spectrum. This has benefited equities in general and higher-risk stocks in particular. In the “risk-on” environment, the Fund posted a substantial gain during the year but trailed the benchmark. The steady and consistent growth stocks we own are typically not the stocks that lead the market when risk appetites are elevated.

DETAILS OF THE YEAR

While the gains in the Fund were broad-based, a number of our consumer discretionary and industrial stocks did especially well. Big winners in these sectors included Hibbett Sports, Inc. and InnerWorkings, Inc. Hibbett operates a chain of athletic apparel and equipment stores. The demand for everyday sporting goods has held up in the slow economy.

At the same time, management has remained disciplined about cutting costs.

InnerWorkings is an outsourced print management company. By leveraging a sophisticated database that tracks printing capacity around the world, it is able to find the most cost-effective solutions for its global customers. InnerWorkings continues to add large multinational clients, and quarterly revenue growth (year-over-year) has averaged more than 25% for the last nine quarters.

Our lack of exposure to biotechnology companies was a sector-related headwind for the Fund. Biotechnology stocks accounted for more than one-quarter of the weight of the Russell 2000’s health care sector and they were up approximately

50%, on average. We generally avoid these companies because they are highly speculative. We also do not own domestic banks, which rallied hard and represent a meaningful portion of the Index’s weight in financials. Moreover, some of the financial stocks we owned performed poorly, including DFC Global Corp., a consumer finance company impacted by regulatory uncertainty in the United Kingdom.

We believe U.S. banks still have weak growth prospects and opaque balance sheets. We have found more attractive banks overseas. For example, we own Yes Bank Ltd. in India and Banco Daycoval in Brazil. Both stocks were up sharply during the third quarter of 2012.

ANSYS, Inc., a global leader in simulation software, was another strong performer in the third quarter. In the second quarter, the company’s exposure to an uncertain environment in Europe and, specifically, the auto sector, hung over the stock. In August, these fears proved to be unfounded when ANSYS reported another record quarter of strong revenue and earnings growth.

Two stocks that lagged in the quarter were Allegiant Travel Co. and Polypore International, Inc. Higher oil prices weighed on Allegiant Travel, a discount airline. While it’s true that higher fuel prices will hurt future earnings potential, we believe any impact will be overpowered over the long run by Allegiant’s strong organic growth.

Polypore makes filtration membranes used in lead-acid car batteries and in the lithium batteries of electric vehicles (EVs). The stock was affected for the quarter and the year by disappointing sales of the Chevy Volt and Nissan Leaf, the first real entrants into the EV market. Despite recent selling pressure, our long-term outlook on Polypore remains positive. The timing may be uncertain, but we believe that EVs will begin to steadily take market share. Furthermore, lithium batteries are increasingly being used in high-growth areas of the consumer electronics market, such as smart phones and tablet computers.

OUTLOOK

Over the remainder of 2012 and into 2013, our portfolio companies are on track to deliver high-teens earnings growth on low-to-mid-teens sales growth. The Fund’s price-to-earnings (P/E) ratio was 22.2 times trailing 12-month earnings on September 30, which appears reasonable relative to our projected earnings growth. A metric we follow is EBIT ROA, which is earnings before interest and taxes divided by total assets (excluding cash and intangibles). This metric is a rough measure of the cash a business can generate in relation to its assets and, for us, a measure of business-model quality. The Fund’s weighted-average EBIT ROA is greater than 30% and more than four times higher than that of the Russell 2000 Index.

We believe a portfolio of companies with what we consider to be industry-best management teams, defensible business models, strong cash flows and above-average revenue and earnings growth will continue to be well positioned for solid absolute and relative returns.

Thank you for the opportunity to manage your assets.

Current

and future holdings are subject to risk.


WASATCH CORE GROWTH FUND (WGROX / WIGRX) — Portfolio Summary		*SEPTEMBER 30, 2012*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		10 YEARS
Core Growth (WGROX) — Investor		26.91%		3.68%		9.65%
Core Growth (WIGRX) — Institutional		27.00%		3.69%		9.66%
Russell 2000^® Index		31.91%		2.21%		10.17%
Russell 2000^® Growth Index		31.18%		2.96%		10.55%

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

As of the January 31, 2012 Prospectus, the Total Annual Fund Operating Expenses for the Wasatch Core Growth Fund — Investor Class: 1.31% / Institutional Class: 1.23%, Net: 1.21%. The expense ratio shown elsewhere in this report may be different. Expenses include direct expenses paid to the Advisor as well as indirect expenses incurred by the Fund as a result of its investments in other investment companies (each an “Acquired Fund”), before any expense reimbursements by the Advisor. Net expenses are based on Fund expenses, net of waivers and reimbursements. See the prospectus for additional information regarding Fund expenses.

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

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

Investing in small cap funds will be more volatile and loss of principal could be greater than investing in large cap or more diversified funds.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
Copart, Inc.		5.3%
Life Time Fitness, Inc.		3.8%
Alliance Data Systems Corp.		3.2%
IDEX Corp.		3.1%
Polypore International, Inc.		3.1%


Company	% of Net Assets
MEDNAX, Inc.		3.0%
MSC Industrial Direct Co., Inc., Class A		2.9%
ANSYS, Inc.		2.7%
Waste Connections, Inc.		2.6%
DFC Global Corp.		2.4%

As of September 30, 2012, there were 59 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

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

†	Also includes Other Assets & Liabilities.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT


WASATCH EMERGING INDIA FUND (WAINX) — Management Discussion		*SEPTEMBER 30, 2012*

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

LOGO

Ajay Krishnan, CFA

Portfolio Manager

LOGO

Roger D. Edgley, CFA

Portfolio Manager

OVERVIEW

The Wasatch Emerging India Fund gained 11.42% in the 12 months ended September 30, 2012. The Fund outperformed its benchmark, the MSCI India Investable Market

Index (IMI), which rose 6.04%.

It was a volatile 12 months for the India market overall. The fourth quarter of last year was weak, but the market soared in the first quarter of 2012 rebounding from the prior year’s decline. The market then declined again in the second quarter followed by a strong third quarter. We are pleased with the Fund’s performance during the year. It slightly outperformed the benchmark in periods of strength, and as we would expect, the Fund outperformed when the market was weak, as our quality-focused style provided some insulation. Again, we do not expect to outperform in every market environment. The Fund’s pattern has been to accumulate alpha on the downside, participate somewhat on strong up days, and outperform over a complete market cycle.

DETAILS OF THE YEAR

Our stock picking added value in most sectors, but was particularly strong in industrials, information technology, health care and financials. Our weakest performance over the past 12 months came from the utilities sector.

The Fund’s investments in the financials sector are geared to India’s rising consumers. The top contributor for the year, Gruh Finance Ltd., provides home loans to individuals and families. Mahindra & Mahindra Financial Services Ltd., another top contributor, makes vehicle and home loans to retail customers. Other top contributors included: Amara Raja Batteries Ltd., Jubilant Foodworks Ltd., and Godrej Consumer Products Ltd. Amara Raja is a manufacturer of lead acid storage batteries for industrial and automotive applications. Jubilant Foodworks owns the franchise rights for Dunkin Donuts and Domino’s Pizza. India’s rising consumer class drives the company’s growth. It is one of the few publicly listed restaurant companies in the country. Godrej, a consumer products company, also benefits from the rise of the middle class population. This group accounts for some 300 million people, all of whom have more money to spend than before. Businesses that do a good job of catering to growing consumer appetites can experience healthy levels of earnings growth. India is distinct from many other emerging markets in that its own consumers drive fully 65% of its economic activity. Typically, developing market economies

are largely export-driven. We have tried to focus the portfolio on companies that can benefit from domestic Indian demand.

Indraprastha Gas Ltd. (IGL) is one of India’s leading natural gas distributors. The stock was the Fund’s largest detractor from performance for the year. In the June quarter, the government’s newly formed regulatory body overstepped its purview and put a cap on the prices that IGL could charge its customers. This caused the stock to correct over 40% in the quarter. The cap has since been overturned by the courts but the stock has not fully recovered. This regulatory overhang also impacted Gujarat Gas Co. Ltd., a gas distributor in the state of Gujarat, and Petronet LNG Ltd., a liquefied natural gas distributor. While we believe the long-term prospects of these companies are attractive, we have reduced our exposure to salute the lack of visibility and predictability that comes with a regulatory overhang. We generally avoid companies and industries where the threat of government intervention is high. Consequently, we have stayed away from investing in infrastructure-related companies in areas like mining, real estate and power generation.

MakeMyTrip Ltd. was another significant detractor. The company is India’s largest Internet-based travel service provider. Turmoil in the aviation market and appreciation of the rupee, which hurt demand for overseas travel, impacted the stock. We remain optimistic about the prospects for MakeMyTrip since we believe it is a direct beneficiary of the growing travel market in India.

OUTLOOK

In the last couple of months India’s government has moved forward on several key policy initiatives, including allowing foreign direct investment in retail, aviation and broadcasting. The government has also provided clearer guidelines on land acquisition, which will help to move forward several infrastructure-related investments and also make it easier for corporations to proceed with their expansion plans. It also tackled some issues facing India’s power grid by recapitalizing the loans of state electricity boards, the primary distributors of power in the country, and by issuing guidelines on coal block pricing, which will enable investment in new, much needed infrastructure. We believe all of this bodes well for India’s long term economic prospects.

The Fund is broadly positioned across sectors. In terms of immediate outlook, we see a market where sentiment has been weak due to concerns over food inflation, interest rates and growth. This has allowed us to build positions in companies we feel positive about. In some areas of the portfolio we are acquiring names at attractive valuations. Our focus is to continue to invest for the long term. The Indian market is prone to dramatic sentiment shifts and we believe this presents opportunities for disciplined, long-term investors.

Thank you for the opportunity to manage your assets.

Current

and future holdings are subject to risk.


WASATCH EMERGING INDIA FUND (WAINX) — Portfolio Summary		*SEPTEMBER 30, 2012*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR	5 YEARS	SINCE INCEPTION 4/26/11
Emerging India	11.42%	N/A		1.36%
MSCI India IMI	6.04%	N/A		-13.49%

As of the January 31, 2012 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Emerging India Fund are 4.85%. The Net Expenses are 1.95%. The expense ratio shown elsewhere in this report may be different. Net Expenses are based on Fund expenses, net of waivers and reimbursements. See the prospectus for additional information regarding Fund expenses.

Investing in small or micro cap funds will be more volatile and loss of principal could be greater than investing in large cap or more diversified funds. Investing in foreign securities, especially in emerging markets, entails special risks, such as unstable currencies, highly volatile securities markets and political and social instability, which are described in more detail in the prospectus. The Fund is non-diversified, meaning that it can invest a larger portion of its assets in the stocks of a limited number of companies than a diversified fund. Non-diversification increases the risk of loss to the Fund if the values of these securities decline.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
Jubilant Foodworks Ltd. (India)		3.5%
Gruh Finance Ltd. (India)		3.4%
Mahindra & Mahindra Financial Services Ltd. (India)		3.1%
Amara Raja Batteries Ltd. (India)		2.9%
LIC Housing Finance Ltd. (India)		2.8%


Company	% of Net Assets
Cognizant Technology Solutions Corp., Class A		2.7%
Housing Development Finance Corp. Ltd. (India)		2.6%
Godrej Consumer Products Ltd. (India)		2.6%
WABCO India Ltd. (India)		2.5%
City Union Bank Ltd. (India)		2.5%

As of September 30, 2012, there were 60 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

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

†	Also includes Other Assets & Liabilities.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT


WASATCH EMERGING MARKETS SMALL CAP FUND (WAEMX) — Management Discussion		*SEPTEMBER 30, 2012*

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

LOGO

Roger D. Edgley, CFA

Portfolio Manager

LOGO

Laura Geritz, CFA

Portfolio Manager

OVERVIEW

The Wasatch Emerging Markets Small Cap Fund gained 23.15% in the 12 months ended September 30, 2012. The Fund outperformed the MSCI Emerging Markets Small

Cap Index, which rose 15.52%.

It was a strong 12 months for emerging markets overall, with some volatility along the way. The fourth quarter of last year was solid, but the year 2011 overall was pretty dismal with the Fund outperforming nicely in this down market. The market soared in the first quarter of 2012 rebounding from the prior year’s steep decline. Emerging markets then retreated in the spring on concerns about Europe’s debt crisis and slowing economic growth around the world. The market resumed its upward trajectory in the final months of the period as central banks stepped in to support the global economy.

We are pleased with the Fund’s performance during the year. The Fund significantly outperformed the benchmark in a strong market overall. However, it also outperformed when the market was weak in the second quarter of 2012, and we believe our quality-focused style helped to mitigate the downside.

We have also been pleased with the Fund’s risk-adjusted returns and feel that we have not been taking on more than market risk to achieve these returns. We continue to manage the Fund in a risk conscious way. One of the things that may not be appreciated about this strategy is the amount of in-built diversification coming from broad exposure across stocks, sectors, countries and currencies.

DETAILS OF THE YEAR

During the year, our stock picking added value in the majority of countries and was particularly strong in the Philippines and India, where we are overweight, as well as in South Africa, Malaysia and Chile. While our stocks provided positive performance in Taiwan, they were not as strong as those in the Index and we were underweight. Our stocks in China also underperformed those in the Index and provided negative performance.

We are finding many exciting long-run growth stories in India, and the Fund is overweight in Indian stocks relative to the benchmark (almost double). Our stocks were up over 19% while those in the benchmark were down. In the Philippines we are also overweight versus the benchmark, and our stocks were up over 80% for the year while those in the benchmark were up close to 40%.

In China, our weighting is less than half that of the benchmark and our stocks underperformed. Chinese stocks have clearly been in a bear market—whether one considers the domestic Shanghai market or Chinese stocks listed on other exchanges such as the U.S. and Hong Kong for example. The poor sentiment around Chinese stocks is based on some real and justified concerns investors have regarding corporate behavior, and the quality of the economic and political system. We have been underweight in China for the past few years and expect to continue to be underweight—a function reflecting the difficulty of finding companies that meet our quality criteria.

Our best-performing stocks were broadly based in countries and sectors. Mr Price Group, the top contributor, is a South Africa-based fashion retailer, Security Bank Corp. is a Philippines bank, Koza Altin Isletmeleri A.S. is a mineral exploration company based in Istanbul, Turkey and Coastal Energy Co. is an oil and gas exploration company with assets in Thailand and Malaysia.

The same can be said of the Fund’s bottom performers. Indraprastha Gas Ltd. is an Indian natural gas distributor, Highland Gold Mining Ltd. is based in Russia, and Hiwin Technologies Corp. manufactures components primarily in Taiwan. The risks tended to be more stock specific on these companies.

OUTLOOK

The past year has also demonstrated the importance of smaller countries like the Philippines, Thailand and Chile and has emphasized that the Fund’s performance goes beyond the BRIC (Brazil, Russia, India and China) countries. The long-term attraction of emerging markets is about much more than the BRICs. Our outlook for emerging markets in general is positive. We believe we have constructed a high-quality portfolio that has the potential to deliver better-than-market earnings-per-share growth. This gives us confidence that the Fund is positioned for continued strong performance, both in absolute terms and relative to the benchmark. We continue to believe smaller companies will be a key part of positive change across many sectors and countries.

Thank you for the opportunity to manage your assets.

Current

and future holdings are subject to risk.


WASATCH EMERGING MARKETS SMALL CAP FUND (WAEMX) — Portfolio Summary		*SEPTEMBER 30, 2012*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		SINCE INCEPTION 10/1/07
Emerging Markets Small Cap		23.15%		6.05%		6.05%
MSCI Emerging Markets Small Cap Index		15.52%		-1.04%		-1.04%
MSCI Emerging Markets Index		16.93%		-1.28%		-1.28%

As of the January 31, 2012 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Emerging Markets Small Cap Fund are 2.19%. The Net Expenses are 1.95%. The expense ratio shown elsewhere in this report may be different. Net Expenses are based on Fund expenses, net of waivers and reimbursements. See the prospectus for additional information regarding Fund expenses.

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

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
Security Bank Corp. (Philippines)		1.9%
Siam Makro Public Co. Ltd. (Thailand)		1.7%
Colgate-Palmolive India Ltd. (India)		1.6%
Home Product Center Public Co. Ltd. (Thailand)		1.6%
PT Holcim Indonesia Tbk (Indonesia)		1.6%
Mahindra & Mahindra Financial Services Ltd. (India)		1.6%


Company	% of Net Assets
Universal Robina Corp. (Philippines)		1.6%
Bata India Ltd. (India)		1.6%
Mr Price Group Ltd. (South Africa)		1.6%
International Container Terminal Services, Inc. (Philippines)		1.5%

As of September 30, 2012, there were 97 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

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

†	Also includes Other Assets & Liabilities.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT


WASATCH FRONTIER EMERGING SMALL COUNTRIES FUND (WAFMX) — Management Discussion		*SEPTEMBER 30, 2012*

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

LOGO

Laura Geritz, CFA

Portfolio Manager

OVERVIEW

The Wasatch Frontier Emerging Small Countries Fund gained 20.50% since its inception on January 31, 2012 through September 30, 2012. The Fund outperformed the MSCI Frontier Emerging Markets Index, which rose 9.10% during the same period. The Fund slightly lagged the benchmark during the first quarter of 2012 due to high cash levels in an up market as we carefully invested the Fund’s assets. The Fund made up significant ground

providing positive performance during the second quarter while the market was down, and significantly outperformed in the strong third quarter.

With the continued risks facing the world’s economy, including muddling growth in the U.S., a struggling Europe, which is now hampering global growth, and an uncertain future for China, we continue to invest in companies that we consider to be high quality with strong cash flow characteristics and balance sheets that have the potential to do relatively well in any economic environment.

Our strategy of investing in frontier and emerging small countries isn’t without risks and we believe individual countries will witness setbacks. This is why country diversification is extremely important as a risk management tool. The Fund’s diversification is not driven by sectors as you would see in more global products. We attempt to protect investors from the risk of having one country go astray through broad country selection. Domestic economic opportunities may be one of the prime reasons frontier emerging small countries also offer low correlation with other markets and may enhance portfolio diversification for investors.

We believe that the investment potential has moved on from large emerging markets such as Korea and Taiwan, and Brazil, Russia, India and China (collectively known as the BRICs), to smaller emerging countries including Peru, Colombia, Egypt, the Philippines, Thailand, Indonesia and the Czech Republic, and to frontier countries such as Kenya, Ghana, Nigeria, Bangladesh, Pakistan, Vietnam and Sri Lanka, to name a few. This isn’t to say that investment returns won’t be strong in the large emerging countries. It is simply to point to a subset of the emerging world that is as yet undiscovered by many investors. A key attribute that makes this set of frontier and emerging small countries interesting for us is the low coverage in the universe of companies we are researching—lose to 20% of the Fund’s holdings have no analyst coverage.

DETAILS OF THE PERIOD

Our overweight position in Nigeria’s strong-performing market added significantly to outperformance relative to our benchmark since the Fund’s inception. Our average

weighting of over 15% compared to the market’s roughly 5%, with stocks providing performance of over 37% added nicely to performance relative to the benchmark. Our stock picking added value in the majority of countries and was particularly strong in the Philippines, Pakistan, Thailand, Malaysia, Sri Lanka and Indonesia. While our stocks provided positive performance in Colombia, they were not as strong as those in the Index and we were significantly underweight. Our stocks in Brazil (due to Argentinian exposure), Namibia and Morocco also provided negative performance but did not significantly detract from the Fund’s overall performance.

Our top-contributing stocks were heavily weighted in the consumer staples and consumer discretionary sectors and included Cadbury Nigeria plc, Unilever Pakistan Ltd., Arwana Citramulia, an Indonesian producer of ceramic tiles, Unilever Nigeria plc, and Oishi Group Public Co. Ltd., a Japanese restaurant company in Thailand.

The Fund’s bottom performers included Arcos Dorados Holdings, Inc., a McDonald’s franchise in Latin America, Singer Bangladesh Ltd., Brasseries du Maroc, a beverage distributor in Casablanca, Morocco, and Petrominerales Ltd., a Latin American oil and gas exploration and production company. The risks tended to be more stock specific on these companies.

OUTLOOK

In order to unearth these interesting investments, we have ventured to Ghana and Kenya and three times to Nigeria in the last year. The team has also visited Myanmar, Cambodia, Laos, Bangladesh, Sri Lanka, Thailand, Pakistan, Egypt, Morocco, Mexico, Turkey, Brazil, Peru, India, Hong Kong, Germany, London, Taiwan, the Philippines and Singapore. As this report was being written, some team members were en route to Japan and others were visiting companies in South Africa. Clearly, we believe firmly in deep due diligence across the globe in order to populate this Fund with solid investments.

We believe the quality of the companies we have found in these regions of the world is outstanding, and management also has been outstanding. Growth appears to be abundant and valuations lower than what we have seen in emerging markets, especially when we incorporate high dividend yields. In addition, stocks in frontier and emerging small countries appear to be reasonably valued relative to their quality and growth prospects.

Thank you for the opportunity to manage your assets.

Current

and future holdings are subject to risk.


WASATCH FRONTIER EMERGING SMALL COUNTRIES FUND (WAFMX) — Portfolio Summary		*SEPTEMBER 30, 2012*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR	5 YEARS	SINCE INCEPTION* 1/31/12
Frontier Emerging Small Countries	N/A	N/A		20.50%
MSCI Frontier Emerging Markets Index	N/A	N/A		9.10%
MSCI Frontier Markets Index	N/A	N/A		5.48%

As of the Fund’s January 31, 2012 inception and prospectus, the estimated Total Annual Fund Operating Expenses for the Wasatch Frontier Emerging Small Countries Fund are 3.65%. The Net Expenses are 2.25%. The expense ratio shown elsewhere in this report may be different. Net Expenses are based on Fund expenses, net of waivers and reimbursements. See the prospectus for additional information regarding Fund expenses.

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

*Not	annualized.

TOP 10 EQUITY HOLDINGS**


Company	% of Net Assets
Unilever Nigeria plc (Nigeria)		4.0%
East African Breweries Ltd. (Kenya)		3.4%
Nestlé Nigeria plc (Nigeria)		3.3%
Ceylon Tobacco Co. plc (Sri Lanka)		3.1%
Ecopetrol S.A. (Colombia)		2.9%


Company	% of Net Assets
NagaCorp Ltd. (Cambodia)		2.8%
Unilever Pakistan Ltd. (Pakistan)		2.5%
British American Tobacco Kenya Ltd. (Kenya)		2.3%
Nigerian Breweries plc (Nigeria)		2.3%
Lion Brewery Ceylon plc (Sri Lanka)		2.2%

As of September 30, 2012, there were 99 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN†

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

††	Also includes Other Assets & Liabilities.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT


WASATCH GLOBAL OPPORTUNITIES FUND (WAGOX) — Management Discussion		*SEPTEMBER 30, 2012*

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

LOGO

JB Taylor

Portfolio Manager

LOGO

Ajay Krishnan, CFA

Portfolio Manager

LOGO

Roger D. Edgley, CFA

Portfolio Manager

OVERVIEW

The Wasatch Global Opportunities Fund gained 26.69% in the 12 months ended September 30, 2012 and outperformed the MSCI AC World Small Cap Index, which rose 22.04%.

It was a good year for the global small cap market, but not without some volatility. The market soared from October through March, rebounding from a steep decline in the third quarter of 2011. Small caps then retreated in the spring on concerns about Europe’s debt crisis and slowing economic growth around the world. The market resumed its upward trajectory in the final months of the period as central banks stepped in to support the global economy.

We are pleased with the Fund’s performance during the year. The Fund kept pace with the benchmark when the market was strong. More importantly, the Fund outperformed when the market was weak, and we believe our quality-focused style provided some insulation. Experience has shown that the long-run power of compounding is greatly enhanced if losses can be mitigated in down markets.

DETAILS OF THE YEAR

During the year, our stock picking added value in the majority of countries in which the Fund invested, and was particularly strong in Japan. One of our best-performers was MonotaRO Co. Ltd., an Internet-based distributor of maintenance, repair and operations supplies to Japanese manufacturers. The company’s broad product line makes it a convenient, one-stop shop for purchasing managers who need to order supplies quickly. With monthly sales growth consistently above 20% (year-over-year), we believe MonotaRO is one of the few genuine organic growth stories in Japan.

Ultimate Software Group, Inc. and Life Healthcare Group Holdings Ltd. were also strong performers. Ultimate Software is a U.S. company that provides payroll processing software over the Internet, a delivery model known as “Software-as-a-Service” (SaaS). This has several advantages over traditional, on-premise software, including ease-of-use for customers and a recurring revenue stream for Ultimate. Life Healthcare operates a network of private hospitals in South Africa and is benefiting from positive industry

dynamics. South Africa’s population is aging, the public health care system is underfunded and understaffed, and tax reform is making private health care more affordable.

Immunodiagnostic Systems Holdings plc and Polypore International, Inc. were the Fund’s biggest detractors. United Kingdom-based Immunodiagnostic Systems develops medical diagnostic tests. Competition for its main product, a Vitamin D test, has intensified, and the company has not expanded its product portfolio quickly enough to offset the weakness. Polypore is a U.S. manufacturer of filtration membranes used in lead-acid car batteries and in the lithium batteries of electric vehicles (EVs). The stock was impacted by disappointing sales of the Chevy Volt and Nissan Leaf, the first real entrants in the EV market.

We are finding many exciting long-run growth stories in India, and the Fund is overweight versus the benchmark. While this was a headwind during the year, it was a tailwind in the third quarter of 2012 when India was one of the best-performing small cap markets in the world. Our Indian stocks gained more than 17% during the quarter, and beat the broad Indian small cap market and the Index. One of our biggest winners was Mahindra & Mahindra Financial Services Ltd., a rapidly growing finance company that does most of its lending in rural India.

Two strong performers in the third quarter were Semen Gresik and Indocement Tunggal Prakarsa, cement producers based in Indonesia. Both companies have seen an increase in volumes and have raised prices because the cost of coal, an energy source in cement production, has dropped.

Our domestic health care holdings are concentrated in consistent, stable service providers—companies like IPC The Hospitalist Co., Inc., a physicians’ network, and Covance, Inc., a contract research organization. These stocks lagged in the third-quarter rally when investors gravitated toward more speculative health care stocks in areas like biotechnology and health care technology. We tend to be underinvested here because companies typically lack the dependable earnings streams we find attractive.

OUTLOOK

The Global Opportunities Fund consists of what we believe are the best ideas Wasatch has to offer around the world. In emerging markets, we own stocks that are growing fast yet are still trading at attractive price-to-earnings (P/E) multiples. In developed markets, we have identified numerous companies whose unique characteristics allow them to thrive despite weakness in their domestic economies. Some are market leaders that are taking share from competitors. Others deliver products and services that make their customers more efficient. These companies have the potential for sustainable revenue and earnings growth.

We believe we have constructed a very high-quality portfolio that is trading at a market P/E multiple and we expect it to deliver better-than-market earnings-per-share growth. This gives us confidence that the Fund is positioned for continued strong performance, both in absolute and relative terms.

Thank you for the opportunity to manage your assets.

Current

and future holdings are subject to risk.


WASATCH GLOBAL OPPORTUNITIES FUND (WAGOX) — Portfolio Summary		*SEPTEMBER 30, 2012*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS	SINCE INCEPTION 11/17/08
Global Opportunities		26.69%	N/A		26.30%
MSCI AC World Small Cap Index		22.04%	N/A		20.64%
S&P Global SmallCap Index		21.73%	N/A		19.43%

As of the January 31, 2012 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Global Opportunities Fund are 1.79%. The expense ratio shown elsewhere in this report may be different. See the prospectus for additional information regarding Fund expenses.

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

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
MonotaRO Co. Ltd. (Japan)		2.9%
Wirecard AG (Germany)		2.2%
Elekta AB, Class B (Sweden)		1.9%
Abcam plc (United Kingdom)		1.8%
Rotork plc (United Kingdom)		1.7%
Multiplan Empreendimentos Imobiliarios S.A. (Brazil)		1.6%


Company	% of Net Assets
Ultimate Software Group, Inc.		1.6%
Copart, Inc.		1.5%
Aberdeen Asset Management plc (United Kingdom)		1.5%
Castrol India Ltd. (India)		1.5%

SECTOR BREAKDOWN**

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

†	Also includes Other Assets & Liabilities.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT


WASATCH HERITAGE GROWTH FUND (WAHGX) — Management Discussion		*SEPTEMBER 30, 2012*

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

LOGO

Chris Bowen

Portfolio Manager

LOGO

Ryan Snow

Portfolio Manager

OVERVIEW

The stock market showed continued resilience over the past year with positive performance across each market sector.

The Wasatch Heritage Growth Fund gained

19.76% for the 12-month period ended September 30, 2012, but underperformed its benchmark, the Russell Midcap Growth Index, which added 26.69%.

We continue to see economic pressures on most industries and especially on consumers. Consumer spending continues to be hampered by high unemployment, stagnant real incomes and tight credit markets. These conditions make near-term robust growth for many companies increasingly difficult.

Although we feel that the Fund’s primary attribute is its potential to outperform during weak markets when investors seek the safety of higher quality companies—thus seeking to minimize risk through loss avoidance—we would have expected the Fund to have performed better during the recent strong market environment. Our below benchmark exposure to the consumer discretionary, health care and materials sectors, in particular, hurt performance.

During this time of mixed economic signals, our primary focus continues to be on finding a handful of special businesses that we believe can grow their earnings in spite of the challenging economic backdrop. We believe the companies in which we strive to invest can achieve this because they have unique products or services that offer significant value to customers. They also have strong, disciplined management teams that can guide them through difficult periods and seize opportunities. Strong financial models that won’t leave them susceptible during disruptions in external funding markets also support the type of companies we like to own. We view these as critical drivers of rewarding equity investing, in combination with maintaining a disciplined approach toward equity valuation. We don’t know if the market’s next move will be up or down, but as long as our portfolio companies continue to exhibit the characteristics that caused us to invest in the first place, we are willing to be patient investors.

DETAILS OF THE YEAR

The Fund’s top contributor for the year was Ross Stores, Inc., a discount apparel and home fashion products retailer with over 1,100 stores, primarily in the southern United States. As would be expected, Ross has performed well during the economic downturn as value-conscious consumers have flocked to its stores. Accordingly, it has been able to demonstrate impressive same stores growth as earnings per

share and margins have also increased. Ross has implemented better inventory controls, allowing it to provide merchandise to the right demographic markets while also preventing cash from being tied up.

Ultra Petroleum Corp., an oil and natural gas exploration and production company, and CARBO Ceramics, Inc. were two of the Fund’s biggest detractors from performance during the year. Falling natural gas prices weighed heavily on their stock prices as new discoveries and warmer-than-normal weather last winter contributed to a natural gas supply glut. Low prices have caused many drillers to shut down production. This was a significant negative for CARBO, which manufactures a specialized proppant used in the hydraulic fracturing of oil and gas wells.

We continue to view both holdings as attractive investments. We believe that the current inexpensive price of natural gas will spur efforts to use it as a replacement for oil in certain applications, which would boost revenue and earnings opportunities for the two companies.

OUTLOOK

In our view, overall company earnings reports don’t seem to support the recent strength of the equity markets. We are concerned that stimulus efforts by many of the world’s central banks have artificially inflated asset prices, somewhat detaching valuations from companies’ underlying fundamental performance. At this time, we believe it is particularly prudent to be disciplined about portfolio valuation. Our ongoing research continues to demonstrate to us that the Fund holds companies with the right mix of growth prospects and appropriate valuation.

The unprecedented amount of fiscal stimulus combined with policymakers’ lack of urgency and desire to address global debt concerns, creates an extremely uncertain environment for investors. We envision that the economic environment will continue to be sluggish for a prolonged period with little cushion to absorb economic shocks. We believe these conditions create a stock picker’s market, meaning that we think company-by-company stock selection will provide the best chance for long-term success.

While actually finding companies in which to invest requires an extraordinary amount of diligence—and many more rejections than actual investments—our approach to keeping companies that we believe are high quality in the Fund is quite simple. We strive to understand the companies we hold and assess their values better than others do. When a company, through either fundamental deterioration or valuation appreciation, no longer meets our minimum expectations, we will most likely sell it.

As we continue to be disciplined in adhering to our investment process for buying and selling stocks, we believe the Fund will have the potential to provide the long-run results we expect.

Thank you for the opportunity to manage your assets.

Current and future holdings are subject to risk.


WASATCH HERITAGE GROWTH FUND (WAHGX) — Portfolio Summary		*SEPTEMBER 30, 2012*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR	5 YEARS	SINCE INCEPTION 6/18/04
Heritage Growth	19.76%	2.91%	5.31%
Russell Midcap^® Growth Index	26.69%	2.54%	7.15%
S&P 500 Index	30.20%	1.05%	5.10%

As of the January 31, 2012 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Heritage Growth Fund are 1.04%. The Net Expenses are 0.95%. The expense ratio shown elsewhere in this report may be different. Net Expenses are based on Fund expenses, net of waivers and reimbursements. See the prospectus for additional information regarding Fund expenses.

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

TOP TEN EQUITY HOLDINGS*


Company	% of Net Assets
Cognizant Technology Solutions Corp., Class A		5.5%
MSC Industrial Direct Co., Inc., Class A		4.7%
IHS, Inc., Class A		4.2%
Amphenol Corp., Class A		3.6%
Copart, Inc.		3.5%


Company	% of Net Assets
ANSYS, Inc.		3.0%
Tim Hortons, Inc. (Canada)		2.9%
Ross Stores, Inc.		2.9%
LKQ Corp.		2.9%
Microchip Technology, Inc.		2.8%

As of September 30, 2012, there were 45 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

LOGO

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

†	Also includes Other Assets & Liabilities.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT

LOGO


WASATCH INTERNATIONAL GROWTH FUND (WAIGX) — Management Discussion		*SEPTEMBER 30, 2012*

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

LOGO

Roger D. Edgley, CFA

Portfolio Manager

OVERVIEW

The Wasatch International Growth Fund gained 30.39% in the 12 months ended September 30, 2012. The Fund outperformed the MSCI AC World Ex-U.S.A. Small Cap Index, which rose 13.44%.

We are pleased with the Fund’s outperformance during the year, especially on a risk-adjusted basis. We believe our quality-focused style helped to insulate the Fund when the market was weak.

Experience has shown that the long-run power of compounding is significant if losses can be mitigated in down markets. We should also note that the Fund outperformed during the strong first and third quarters of 2012 when investors were in “risk-on” mode.

DETAILS OF THE YEAR

During the year, our stock picking added value in the majority of countries in which the Fund was invested, and was particularly strong in Japan. While we were significantly underweight in Japan, our stocks were up approximately 38% while those in the Index were down. Growth can be harder to come by in the developed world. That said, we have identified companies in several markets, including Japan, that have been growing much faster than their domestic economies—companies whose unique characteristics are allowing them to thrive in spite of economic conditions. Some are market leaders that are taking share from competitors. Others deliver products and services that make their customers more efficient. These companies have the potential for sustainable revenue and earnings growth.

Other markets that added significantly to the Fund’s outperformance of the Index included Hong Kong, Turkey, the Philippines, Indonesia and India, all markets where we are overweight and our stocks outperformed. In a handful of markets where we held close to or less than 1% of the total portfolio, our stock picks were weak. These markets included United Arab Emirates, Mexico, Ireland, Bermuda and Colombia, none of which detracted significantly from performance.

One of our best-performing stocks was MonotaRO Co. Ltd., an Internet-based distributor of maintenance, repair and operations (MRO) supplies to Japanese manufacturers and, in our view, one of the few genuine organic growth stocks in Japan. The company’s broad product line makes it a convenient, one-stop shop for busy purchasing managers who need to order supplies quickly. The company has had monthly sales growth consistently above 20% (year-over-year). Other top contributors included Rotork plc, a United Kingdom industrial company, Galaxy Entertainment Group Ltd., a developer and operator of entertainment and resort properties out of Hong Kong, and Gruh Finance Ltd., an Indian finance company.

Immunodiagnostic Systems Holdings plc, a United Kingdom based company that develops and markets medical diagnostic tests for the health care industry, was the Fund’s largest detractor. Competition for its main product, a Vitamin D test, has intensified, and the company has not expanded its product portfolio quickly enough to offset the weakness. Other holdings that detracted from performance included Start Today Co. Ltd., a Japanese e-commerce company, Seven Group Holdings Ltd., an Australian investment group, and Dewan Housing Finance Corp. Ltd., an Indian financial company.

OUTLOOK

The Fund continues to be broadly positioned across countries and sectors, which we believe has helped on the risk side, although the key to providing the long-term results we seek is the effort of our team to identify long duration growth businesses. As always, we will search for attractive opportunities that fit our investment criteria by doing our own company specific due diligence.

We believe we are maintaining a high-quality portfolio with close to a market price-to-earnings (P/E) multiple which we believe has the potential to deliver better-than-market earnings-per-share growth. Despite poor economic sentiment and difficult market conditions, we have a high degree of confidence in the Fund’s positioning.

Thank you for the opportunity to manage your assets.

Current and future holdings are subject to risk.


WASATCH INTERNATIONAL GROWTH FUND (WAIGX) — Portfolio Summary		*SEPTEMBER 30, 2012*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		10 YEARS
International Growth		30.39%		1.29%		13.45%
MSCI AC World Ex-U.S.A. Small Cap Index		13.44%		-2.19%		13.15%
MSCI World Ex-U.S.A. Small Cap Index		12.82%		-2.62%		11.55%

As of the January 31, 2012 prospectus, the Total Annual Fund Operating Expenses for the Wasatch International Growth Fund are 1.57%. The expense ratio shown elsewhere in this report may be different. See the prospectus for additional information regarding Fund expenses.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
MonotaRO Co. Ltd. (Japan)		3.2%
Elekta AB, Class B (Sweden)		2.9%
Rotork plc (United Kingdom)		2.8%
Wirecard AG (Germany)		2.6%
First Pacific Co. Ltd. (Hong Kong)		2.5%
Abcam plc (United Kingdom)		2.2%


Company	% of Net Assets
Oxford Instruments plc. (United Kingdom)		1.9%
Mahindra & Mahindra Financial Services Ltd. (India)		1.9%
Multiplan Empreendimentos Imobiliarios S.A. (Brazil)		1.7%
Security Bank Corp. (Philippines)		1.6%

As of September 30, 2012, there were 78 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

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

†	Also includes Other Assets & Liabilities.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT


WASATCH INTERNATIONAL OPPORTUNITIES FUND (WAIOX) — Management Discussion		*SEPTEMBER 30, 2012*

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

LOGO

Roger D. Edgley, CFA

Portfolio Manager

LOGO

Laura Geritz, CFA

Portfolio Manager

OVERVIEW

The Wasatch International Opportunities Fund gained 22.33% in the 12 months ended September 30, 2012. The Fund outperformed the MSCI AC World Ex-U.S.A. Small

Cap Index, which rose 13.44%.

We are pleased with the Fund’s outperformance during the year and believe that our focus on high quality companies helped to mitigate the downside when the market was weak. We are also pleased that the Fund outperformed during the strong first and third quarters of 2012.

DETAILS OF THE YEAR

During the year, our stock picking added value in the majority of countries in which the Fund was invested, and was particularly strong in Japan. While we were significantly underweight in Japan, our stocks were up over 50% while those in the Index were down. Other markets that added significantly to relative outperformance included Malaysia, Singapore, Indonesia, the Philippines, Turkey and India, all markets where we are overweight and our stocks outperformed. In New Zealand, Russia, Ireland, Poland, Norway and Israel our stocks were down, however, none of these markets detracted significantly from performance.

One of our best-performing stocks was MonotaRO Co. Ltd., an Internet-based distributor of maintenance, repair and operations (MRO) supplies to Japanese manufacturers and, in our view, one of the few genuine organic growth stocks in Japan. The company’s broad product line makes it a convenient, one-stop shop for busy purchasing managers who need to order supplies quickly. The company has monthly sales growth consistently above 20% (year-over-year). Other top performers include Coastal Energy Co., an oil and gas exploration company with assets in Thailand and Malaysia, Webjet Ltd., an e-commerce travel company based in Australia, Amara Raja Batteries Ltd., an Indian industrial company, and CDON Group AB, an e-commerce company based in Sweden.

Immunodiagnostic Systems Holdings plc, a United Kingdom based company that develops and markets medical diagnostic tests for the health care industry, was the Fund’s largest detractor. Competition for its main product, a Vitamin D test, has intensified, and the company has not expanded its product portfolio quickly enough to offset the weakness. Other holdings that detracted from performance include Dewan Housing Finance Corp. Ltd., an Indian financial company, Craneware plc, a business and technological consultant to the health care industry in the United

Kingdom, and Shaft Sinkers Holdings plc, a South African mining and engineering company.

OUTLOOK

We believe our overweight in the consumer staples sector will continue to provide the Fund with defensive characteristics. In addition, the valuations of our portfolio companies still look reasonable provided global growth doesn’t collapse. We feel we are maintaining a high-quality portfolio with close to a market price-to-earnings (P/E) multiple which we believe has the potential to deliver better-than-market earnings-per-share growth. As always, we will search for attractive opportunities that fit our investment criteria by doing our own company specific due diligence as we canvas the globe.

Thank you for the opportunity to manage your assets.

Current

and future holdings are subject to risk.


WASATCH INTERNATIONAL OPPORTUNITIES FUND (WAIOX) — Portfolio Summary		*SEPTEMBER 30, 2012*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		SINCE INCEPTION 1/27/05
International Opportunities		22.33%		-0.51%		8.61%
MSCI AC World Ex-U.S.A. Small Cap Index		13.44%		-2.19%		6.32%
MSCI World Ex-U.S.A. Small Cap Index		12.82%		-2.62%		4.53%

As of the January 31, 2012 prospectus, the Total Annual Fund Operating Expenses for the Wasatch International Opportunities Fund are 2.55%. The Net Expenses are 2.25%. The expense ratio shown elsewhere in this report may be different. Net Expenses are based on Fund expenses, net of waivers and reimbursements. See the prospectus for additional information regarding Fund expenses.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
MonotaRO Co. Ltd. (Japan)		3.0%
Super Group Ltd. (Singapore)		2.6%
Wirecard AG(Germany)		2.2%
Abcam plc (United Kingdom)		2.1%
Webjet Ltd. (Australia)		1.9%


Company	% of Net Assets
Toridoll.corp (Japan)		1.9%
PT Mitra Adiperkasa Tbk (Indonesia)		1.8%
KPJ Healthcare Berhad (Malaysia)		1.8%
Cosmos Pharmaceutical Corp. (Japan)		1.8%
Berger Paints India Ltd. (India)		1.8%

As of September 30, 2012, there were 86 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

LOGO

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

†	Also includes Other Assets & Liabilities.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT

LOGO

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


WASATCH LARGE CAP VALUE FUND (FMIEX / WILCX) — Management Discussion		*SEPTEMBER 30, 2012*

The Wasatch Large Cap Value Fund is managed by a team of Wasatch portfolio managers led by Ralph Shive and Michael Shinnick.

LOGO

Ralph C. Shive, CFA

Portfolio Manager

LOGO

Michael L. Shinnick

Portfolio Manager

OVERVIEW

The Wasatch Large Cap Value Fund—Investor Class returned 22.50% during the 12 months ended September 30, 2012 and lagged the 30.92% return for the Russell 1000 Value Index.

Throughout the fiscal year, markets bounced in response to headlines concerning the European debt crisis. Clear signs of slowing growth in China overhung investor sentiment, while U.S. economic data fluctuated throughout the year, raising concerns over domestic growth as well. In addition, the political stalemate over U.S. fiscal matters reached crisis stage before being papered over sufficiently to prevent a default on Treasury debt. Nonetheless, stocks powered higher for much of the period, supported in large part by anticipation that the Federal Reserve (Fed) would do whatever was necessary to avoid recession. Given the level of macro uncertainty and with U.S. gross domestic product (GDP) growth at precariously low levels, it was somewhat surprising to see the markets at period end approach levels last seen before the financial crisis.

DETAILS OF THE YEAR

The Fund’s performance relative to its benchmark for the 12 months was disappointing, due in part to sluggish returns within our industrials stocks. We continue to believe that companies we consider to be high quality, such as farm equipment manufacturer Deere & Co., consumer electronics firm Emerson Electric Co. and defense contractor Raytheon Co. have significant growth potential barring a new recession. The consumer discretionary sector suffered from our overall failure to identify winning consumer trends, and in particular from our exposure to retailer Best Buy, Inc. Seemingly underpriced stocks such as Hewlett-Packard Co. in information technology and Ultra Petroleum Corp. in energy turned out to be “value traps” and also detracted from performance.

On the plus side, a strengthening in housing drove Weyerhaeuser Co. and The Home Depot, Inc. to produce strong returns for the year. In addition, the stock of low-cost retailer Wal-Mart Stores, Inc. escaped its trading range to reach all-time highs. Insurance stocks such as The Allstate Corp. and MetLife, Inc. also broke out of the doldrums to be strong performers. Pharmaceuticals as a group were strong, including our holdings of Merck & Co., Inc. and Pfizer, Inc. Strong individual company execution drove performance for stocks such as oil and gas drillers National Oilwell Varco, Inc. and Ensco plc, as well as for drugstore chain CVS Caremark Corp.

With respect to the most recent quarter, two stocks that hindered returns were Intel Corp. and McKesson Corp. We consider both to be high-quality holdings that came under profit-taking on soft earnings reports. The revenue growth of chipmaker Intel has finally experienced an impact from slowing PC sales, and we believe some investors are worried the company’s high margins may come under pressure going forward. While Intel’s earnings growth may be modest in 2013, we think the stock has a strong long-term outlook with a dividend yield of nearly 4% and a valuation of around 10 times earnings. McKesson is a dominant provider of medical supplies and pharmaceutical products to the health care sector. Last quarter’s earnings came in slightly under expectations and that, combined with the fact that the stock price has rebounded from recession lows, spurred some investors to take gains. While health care regulation may impact the company’s profitability, with aging baby boomers in the pipeline we’re confident in future revenue growth for the company.

Strong performers for the quarter included a pair of tech companies, Symantec Corp. and Computer Sciences Corp. Price strength in both cases was primarily driven by the arrival of a new CEO, and also reflected a bounce back after weak performance. In addition, the stock of information technology firm Harris Corp., which we view as trading at inexpensive levels, continued to strengthen. In the energy space, we had several companies rebound after a tough second quarter. National Oilwell Varco, Ensco and Halliburton Co. all rose from what we viewed as extremely low valuations. The housing theme gathered strength in the quarter and our position in Weyerhaeuser was a major beneficiary. Finally, we saw good performance from Barrick Gold Corp., whose stock rallied along with the prospect of further quantitative easing. In our opinion, the Fed’s continued printing of money is bullish for gold miners.

OUTLOOK

It appears that significantly slower growth is indeed the “new normal” stocks will have to deal with for some time. U.S. companies have done an excellent job of driving efficiencies and expanding earnings as a whole. However, this trend feels a bit tired in the fourth year of the recovery. We suspect that for stocks to have further strong appreciation we will need believable fiscal reform to inspire investor confidence. Whoever wins the presidency will face the same fiscal problems that have been swept under the rug for many years. Our hope is that recommendations to deal with the federal budget deficit similar to those made by the Simpson-Bowles commission* can be quickly adopted by the newly elected Congress.

We continue to look for modestly priced companies that can provide significant cash distributions to shareholders. Thank you for the opportunity to manage your assets.

The National Commission on Fiscal Responsibility and Reform, often called the Simpson-Bowles commission after its co-chairs, was created in 2010 by U.S. President Barack Obama to identify policies to improve the fiscal situation in the medium term and to achieve fiscal sustainability over the long run.

Current and future holdings are subject to risk.


WASATCH LARGE CAP VALUE FUND (FMIEX / WILCX) — Portfolio Summary		*SEPTEMBER 30, 2012*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR	5 YEARS	10 YEARS
Large Cap Value (FMIEX) — Investor	22.50%	-0.07%	9.56%
Large Cap Value (WILCX) — Institutional	22.60%	-0.06%	9.57%
Russell 1000^® Value Index	30.92%	-0.90%	8.17%

As of the January 31, 2012 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Large Cap Value Fund — Investor Class: 1.11%, Net: 1.10% / Institutional Class: 0.98%. The expense ratio shown elsewhere in this report may be different. Net Expenses are based on Fund expenses, net of waivers and reimbursements. See the prospectus for additional information regarding Fund expenses.

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

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
JPMorgan Chase & Co.		2.5%
Marathon Oil Corp.		2.2%
Intel Corp.		2.0%
Travelers Cos., Inc. (The)		2.0%
Wal-Mart Stores, Inc.		2.0%


Company	% of Net Assets
Medtronic, Inc.		1.9%
Merck & Co., Inc.		1.9%
Microsoft Corp.		1.9%
Harris Corp.		1.9%
PNC Financial Services Group, Inc.		1.8%

As of September 30, 2012, there were 69 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

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

†	Also includes Other Assets & Liabilities.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT


WASATCH LONG/SHORT FUND (FMLSX) — Management Discussion		*SEPTEMBER 30, 2012*

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

LOGO

Michael L. Shinnick

Portfolio Manager

LOGO

Ralph C. Shive, CFA

Portfolio Manager

OVERVIEW

The Wasatch Long/Short Fund gained 15.27% for the 12 months ended September 30, 2012, while the S&P 500 Index gained 30.20%. As we will discuss further below, the Fund had varying

levels of net long exposure during the period that were far less than 100%, so the Fund’s comparison to the long-only S&P 500 benchmark should also be evaluated in that context.

Throughout the fiscal year, markets responded in both directions to headlines concerning the European debt crisis. Clear signs of slowing growth in China pressured market sentiment, while U.S. data was mixed, raising concerns about domestic growth. Nonetheless, stocks powered higher for much of the period, supported in large part by anticipation that the Federal Reserve would do whatever was necessary to avoid recession. Given the level of macro uncertainty, and with U.S. gross domestic product (GDP) growth at precariously low levels, it was somewhat surprising at period end to see the markets approach levels last seen before the financial crisis.

DETAILS OF THE YEAR

In a strong year for stocks, the Fund captured more than half of the market’s upside. The biggest detractors from performance versus the Index were our cash and short positions, both of which hindered the Fund in such a significant up market. Our short positions rose less than the market for the 12-month period. On the long side of the portfolio, health care and financials detracted as the companies we owned lagged their peers. We are generally satisfied with the companies we hold in these sectors based on such important gauges as free cash flow and the value of their underlying assets.

As always, our goal has been to capture upside without having large exposures to companies that have more aggressive valuation characteristics. This held back performance early in the fiscal period, when financials were the strongest group. Our holdings in the sector rose nicely, but not as much as the broader group, which was led by more leveraged companies such as real estate investment trusts. Biotechnology was the strongest industry within health care for the 12 months. We do not have any exposure to this group given typical valuation characteristics.

A top contributor for the 12 months was customer management solutions firm Convergys Corp., as the company’s strategy to sell assets and focus on steady share buy backs was rewarded. Internet content delivery firm Akamai

Technologies, Inc. was another leading contributor. We bought Akamai shares opportunistically last fall on an unmerited decline due to concerns about competition and pricing that were more than offset by steady increases in volume.

In the most recent quarter, the Fund performed more in line with the gain of the S&P 500, while carrying an approximately 70% net long exposure. The sector with the largest positive contribution to relative return was energy. In particular, our allocation to energy services rebounded along with oil prices. Four of the top 10 Fund holdings were energy related and gained more than the strong-performing energy sector. Our positive views on ongoing offshore drilling activity and rates were confirmed as reflected in the performance of Ensco plc and Noble Corp. Patterson-UTI Energy, Inc. and Halliburton Co. benefited as land rig utilization and pricing held up better than expected with activity levels remaining strong in North American liquid basins. Other holdings that contributed positively included technology firm Silicon Graphics International Corp. and fertilizer company, The Mosaic Co. The recovery in Silicon Graphics was a welcome development and we see additional upside in 2013 as the new management team executes on their strategy with a particular focus on cost discipline and better working capital management. Mosaic benefited as expected from the continued demand for fertilizer globally with particular emphasis on North American demand in the current environment of high corn prices.

Health care continued to be a challenging sector for the Fund. We are underweight and the performance of our names lagged in the quarter. Results were mixed on the short side of the portfolio, although as a group the shorts were up less than the market.

OUTLOOK

We have maintained a lower-than-normal short exposure over the past couple of years. This is due to our view that we are in a steady, albeit slow, recovery and that there have been and will be concerted monetary policy efforts to bolster or inflate asset prices. We are prepared to pivot and meaningfully increase short exposure if and when growth turns negative or the likely effect of further monetary policy actions comes to be viewed as limited or even harmful. We share concerns regarding long-term, macro consequences of these central bank actions, particularly as fiscal imbalances persist and in many countries are growing. However, we do not believe it is prudent to simply go short in the face of such strong policy measures. On the long side, we seek companies that we believe are attractively valued through the lens of high free cash flow yields or discounts to book value.

Thank you for the opportunity to invest your assets.

Current

and future holdings are subject to risk.


WASATCH LONG/SHORT FUND (FMLSX) — Portfolio Summary		*SEPTEMBER 30, 2012*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		SINCE INCEPTION 8/1/03
Long/Short		15.27%		3.91%		5.92%
S&P 500 Index		30.20%		1.05%		6.31%
Citigroup U.S. Domestic 3-Month Treasury Bills Index		0.05%		0.64%		1.77%

As of the January 31, 2012 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Long/Short Fund are 1.63%. The expense ratio shown elsewhere in this report may be different. Expenses include dividend expense on short sales and interest expense. See the prospectus for additional information regarding Fund expenses.

The Fund makes short sales of securities which involve the risk that losses may exceed the original amount invested. Equity investing involves risks, including potential loss of the principal amount invested. Being non-diversified, the Fund can invest a larger portion of its assets in the securities of a limited number of companies than a diversified fund. Non-diversification increases the risk of loss to the Fund if the values of these securities decline.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
Loews Corp.		3.9%
Mosaic Co. (The)		3.8%
Ensco plc, Class A		3.5%
Patterson-UTI Energy, Inc.		3.2%
Cisco Systems, Inc.		2.5%


Company	% of Net Assets
Noble Corp.		2.4%
Denbury Resources, Inc.		2.4%
Convergys Corp.		2.2%
Halliburton Co.		2.2%
CNA Financial Corp.		2.1%

As of September 30, 2012, there were 53 long and 14 short holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

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

†	Also includes Other Assets & Liabilities.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT


WASATCH MICRO CAP FUND (WMICX) — Management Discussion		*SEPTEMBER 30, 2012*

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

LOGO

Daniel Chace, CFA

Portfolio Manager

OVERVIEW

During the 12 months ended September 30, 2012, the Wasatch Micro Cap Fund gained 29.77% and the Russell Microcap Index rose 36.25%.

We are pleased that the Fund generated such a strong return, although it was disappointing to lag the benchmark. A few of our stocks had challenges, but our underperformance was also a function of what we didn’t own.

As discussed in more detail below,

there were significant gains in segments of the micro cap market where we are underinvested. These areas include companies that we tend to avoid because they are speculative, lack long-term growth, or often operate with significant leverage or financing requirements.

As investors who emphasize quality and balance sheet strength, we don’t think the types of stocks that led the market this year will make good long-term investments. Our goal is to capture earnings growth of small, dynamic, high-quality companies over long periods of time. However, the Federal Reserve has been flooding the financial system with liquidity, and low interest rates are pushing investors into riskier assets. When liquidity is flowing and risk appetites are high, stocks with less-attractive profiles can post exceptional short-term gains.

DETAILS OF THE YEAR

Many large companies have cash on hand and are looking for ways to boost growth in the low-growth environment. One avenue they are pursuing is acquisitions, and buyouts added a significant amount to the Fund’s return this year. MEDTOX Scientific, LMA International and Peet’s Coffee & Tea are just a few of our portfolio companies that were acquired. As long-term investors, we buy stocks based on companies’ growth prospects, not because we think they will get taken over. However, buyouts do occur and frequently benefit performance when they do.

In addition to all of the acquisition activity, we had some successful stocks like Hibbett Sports that are larger weights in the Fund. Hibbett is a chain of athletic apparel and equipment stores that had a strong year in terms of same-store sales growth and margin expansion. Looking ahead, we think the company has a lot of headroom for further growth. Hibbett currently has about 840 stores, and management plans to increase the store base to 1,300 over the next few years.

As previously noted, the outsized gains enjoyed by certain segments of the market were a headwind for our relative performance. Many stocks in these areas had sharp bounces off of inexpensive valuations, particularly in the latter stage of the micro cap rally. This dynamic was especially pronounced in biotechnology and banks, two areas where we are underweight relative to the Russell Microcap Index. For

example, biotechnology stocks in the Index gained nearly 70%, and commercial banks were up over 45%. We are not especially active in the biotechnology space because these companies tend to have binary outcomes—they either win big or lose big depending on clinical trial results and FDA* decisions. In addition, their financial profiles are not attractive to us. Within the financials sector, banks were able to post sharp share-price gains despite the tepid environment for loan growth and, in our view, their weak balance sheets.

During the year, there were only a handful of names in the Fund that subtracted a meaningful amount from return. The biggest detractor was DFC Global, a consumer finance company with operations in North America and Europe. The stock was impacted by regulatory uncertainty in the United Kingdom, as well as moderately slowing growth in the U.K. business. We think investors overreacted to these developments, and our long-term outlook on DFC Global remains positive.

Wasatch casts a wide net when looking for interesting companies. Approximately 18% of the market value of the Fund’s investments, excluding short-term investments, is invested in foreign-listed stocks. While these stocks performed in line with our U.S. stocks for the full year, they had a strong third quarter of 2012. The acquisition of LMA International, a Netherlands-based health care company, contributed to this strong result, as did our position in Wirecard. Based in Germany, Wirecard is one of the leading processors of online payment transactions in Europe and is capitalizing on the trend toward e-commerce.

Tangoe, which provides telecommunications expense management solutions, was one of our weakest names during the quarter. The stock fell sharply in August following an analyst report questioning its business model. We met with management and feel comfortable with our investment. While it may take time for the company to recover from the negative publicity, we remain excited about its growth prospects and the stock.

OUTLOOK

Like many investors, we have been surprised by the strength in the stock market this year given all of the uncertainty in the world. Housing has shown some improvement, but most of the economic data has been uninspiring. The presidential election and “fiscal cliff” of spending cuts and tax increases are looming. Overseas, Europe’s debt problems are far from resolved, China’s economy continues to slow and the Middle East remains volatile.

In the short run, the market’s liquidity-fueled strength may continue to be a headwind for our relative performance. However, we believe that our focus on companies with long-term, quality earnings growth makes us well positioned to perform in the micro cap market. Over the longer-term, we are confident that the fundamental strength of our portfolio companies has the potential to be rewarded.

Thank you for the opportunity to manage your assets.

*	U.S. Food and Drug Administration.

Current and future holdings are subject to risk.


WASATCH MICRO CAP FUND (WMICX) — Portfolio Summary		*SEPTEMBER 30, 2012*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		10 YEARS
Micro Cap		29.77%		-0.76%		9.99%
Russell Microcap^® Index		36.25%		-0.12%		9.23%

As of the January 31, 2012 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Micro Cap Fund are 2.16%. The expense ratio shown elsewhere in this report may be different. Expenses include direct expenses paid to the Advisor as well as indirect expenses incurred by the Fund as a result of its investments in other investment companies (each an “Acquired Fund”), before any expense reimbursements by the Advisor. See the prospectus for additional information regarding Fund expenses.

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

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
Gordmans Stores, Inc.		2.8%
Hibbett Sports, Inc.		2.5%
OPNET Technologies, Inc.		2.5%
Ultimate Software Group, Inc.		2.3%
Power Integrations, Inc.		2.2%


Company	% of Net Assets
DealerTrack Holdings, Inc.		2.1%
DFC Global Corp.		1.9%
Interactive Intelligence Group, Inc.		1.9%
InnerWorkings, Inc.		1.8%
LMA International N.V. (Singapore)		1.8%

As of September 30, 2012, there were 93 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

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

†	Also includes Other Assets & Liabilities.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT

LOGO


WASATCH MICRO CAP VALUE FUND (WAMVX) — Management Discussion		*SEPTEMBER 30, 2012*

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

LOGO

Brian Bythrow, CFA

Portfolio Manager

OVERVIEW

The 12-month period began with a healthy rally in the U.S. equity markets. During late 2011 and early 2012, investors were willing to overlook the significant challenges facing the U.S. economy and focus instead on modest improvement in consumer confidence and signs of revival in the job market. Then, for much of the late spring and summer, equities dipped as investors renewed their concern about stubbornly

slow gross domestic product (GDP) growth and Europe’s ongoing debt crisis. After bottoming near the end of July and early August, the markets then began to regain a positive tone, despite little change in the macroeconomic environment. This was sparked in large part by the expectation that the U.S. Federal Reserve (Fed) would address any slowing with some form of stimulus. When that expectation was met in mid-September by a new round of quantitative easing, the markets responded with a resounding rally to end the period.

In this environment, the Wasatch Micro Cap Value Fund returned 27.23% for the 12 months ended September 30, 2012. Although this was a strong absolute return, it lagged that of our benchmark, the Russell Microcap Index, which returned 36.25%. The main factor in our underperformance was our underweighting in small banks, which we’ve generally avoided due to what we see as weak fundamentals. This helped our performance in past periods, as the markets largely shared our view. After years of raising capital and aggressively writing down assets, though, the banks have seen their stocks rebound sharply now that their financial results compare favorably to earlier periods. We believe this is a matter of optics more than a true turnaround—even very small improvements can look good relative to previously dismal results. While we own some carefully selected small banks, at this point we anticipate we’ll continue to be underweight in the industry.

DETAILS OF THE YEAR

Our strongest contributor to performance for the year was money manager Virtus Investment Partners, Inc. Virtus is gaining market share thanks to the quality of its investment managers and its skill in fund marketing and distribution. Although the stock’s price-to-earnings multiple has expanded considerably, we believe the company is still reasonably valued. Its weighting in the portfolio grew a bit larger than we felt was prudent, so we sold some of our position.

NorthStar Realty Finance Corp., which invests in distressed commercial real estate debt, also made a strong contribution to performance. By buying debt at a discount to its original value, NorthStar has been able to obtain a healthy yield that is particularly attractive to investors in today’s environment where low yields prevail. Even after its recent

strong performance, NorthStar’s valuation is still below book value.

Our greatest detractor from performance for the year was India’s Indraprastha Gas Ltd., which distributes compressed natural gas (CNG) in its home market, where it is widely used as a motor vehicle fuel. The company’s stock was punished after the Indian government imposed price caps on CNG, an issue that is now in the courts. The situation could take years to resolve, and in the meantime it crimps Indraprastha’s potential profits, so we have chosen to exit the stock.

In contrast, we still have confidence in another of our major detractors, DFC Global Corp. This specialty finance company offers short-term loans and secured credit services to credit-challenged consumers. Demand for DFC’s financial products has remained strong, as these borrowers find it difficult to get credit from other sources, allowing the company to post solid financial results. DFC saw its stock punished during the year, apparently due to concerns that its industry may face tighter regulations in the U.S. and the United Kingdom. We believe the company should be able to withstand increased regulatory pressure if it materializes, though, and continue to hold the stock at what we feel is a reasonable valuation.

Among the more intriguing additions to the portfolio during the year was Lithia Motors, Inc., which operates auto dealerships primarily in smaller and more rural markets. Part of the General Motors* bailout plan involved shutting down a number of smaller dealerships, reducing competition for the larger dealerships that remained, like Lithia. Another factor in Lithia’s favor is that many of its dealerships focus on Chrysler products at a time when that automaker is experiencing a renaissance. This holding has not yet had significant impact on the Fund’s performance, but given Lithia’s still-modest valuation we believe it has good potential going forward.

OUTLOOK

The outlook remains mixed. GDP growth can’t seem to gain any traction, yet the Fed’s backstop against economic softness is helping to buoy the equity markets. A number of significant concerns remain on the horizon, including the uncertain outcome of November’s elections and the possibility of reaching the “fiscal cliff”—which combines stiff government spending cuts with a number of tax increases—if Congress does not act before the end of the year.

In this changeable environment, we will continue to focus on investing in companies that we believe can grow regardless of what is or isn’t happening in the economy. While we are prepared for a tepid economic environment, the portfolio’s positioning is not truly defensive. We consider this approach to be reasonable, given the Fed’s demonstrated willingness to act decisively to help keep the U.S. economy afloat.

Thank you for the opportunity to manage your assets.

*	As of September 30, 2012, the Wasatch Micro Cap Value Fund was not invested in General Motors Co.

Current and future holdings are subject to risk.


WASATCH MICRO CAP VALUE FUND (WAMVX) — Portfolio Summary		*SEPTEMBER 30, 2012*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		SINCE INCEPTION 7/28/03
Micro Cap Value		27.23%		2.26%		10.58%
Russell Microcap^® Index		36.25%		-0.12%		5.89%

As of the January 31, 2012 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Micro Cap Value Fund are 2.37%. The Net Expenses are 2.34%. The expense ratio shown elsewhere in this report may be different. Expenses include direct expenses paid to the Advisor as well as indirect expenses incurred by the Fund as a result of its investments in other investment companies (each an “Acquired Fund”), before any expense reimbursements by the Advisor. Net Expenses are based on Fund expenses, net of waivers and reimbursements. See the prospectus for additional information regarding Fund expenses.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
Virtus Investment Partners, Inc.		2.1%
BofI Holding, Inc.		2.1%
Colony Financial, Inc.		2.0%
First Cash Financial Services, Inc.		2.0%
NorthStar Realty Finance Corp.		1.8%


Company	% of Net Assets
Sartorius Stedim Biotech (France)		1.6%
OPNET Technologies, Inc.		1.6%
City Union Bank Ltd. (India)		1.6%
Beacon Roofing Supply, Inc.		1.6%
Encore Capital Group, Inc.		1.5%

As of September 30, 2012, there were 101 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

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

†	Also includes Other Assets & Liabilities.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT


WASATCH SMALL CAP GROWTH FUND (WAAEX) — Management Discussion		*SEPTEMBER 30, 2012*

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

LOGO

Jeff Cardon, CFA

Portfolio Manager

OVERVIEW

The Wasatch Small Cap Growth Fund gained 29.41% in the 12 months ended September 30, 2012. The Fund trailed the Russell 2000 Growth Index, which rose 31.18%, and the Russell 2000 Index, which was up 31.91%.

It should be noted that this period’s strong absolute returns are more of a reflection of a very weak market late in the summer of 2011, resulting in an easy comparison off that low base.

Longer time frames are more instructive. The average annual three-year return of the Fund is 16.98%, which compares to 14.19% for the Russell 2000 Growth Index and 12.99% for the Russell 2000 Index. The five-year return is an even better barometer of how the market has performed, since this time frame includes the financial crisis year of 2008. The Fund’s five-year average annual return is 5.26%, while the returns for the Russell 2000 Growth and Russell 2000 indices are 2.96% and 2.21%, respectively.

Through May of this year, the Fund’s performance relative to the indices benefited from the “flight to quality” that began during the financial crisis in the second half of 2008. We have been underperforming somewhat since May of 2012 due to investors’ increased risk appetite in response to very accommodative monetary and fiscal policies in the United States. If we enter a phase where economic growth does speed up, this appetite for risk could last for a period of time. Under this scenario, we would expect to underperform the indices. To be sure, faster economic growth would be good for our country and would most likely be good for the absolute returns of the Fund.

DETAILS OF THE YEAR

The tough economic conditions of the past five years have made businesses very careful about where they spend their money. This cautiousness is playing into a long-standing theme in the Fund: investing in companies that offer products and services with compelling economic paybacks. Several of these stocks had significant gains during the year, including Ultimate Software, NetSuite and Concur Technologies. All are fast-growing companies that have delivered an attractive return on investment to their customers by offering productivity-enhancing software accessible over the Internet cloud.

Biotechnology stocks tend to outperform in buoyant markets, and this period was no exception. Their strength was a headwind for the Fund, as we find it difficult to invest heavily in this industry due to the inherent riskiness of these companies’ business models. We have been successful over the years investing in companies that provide products and services to the biotech and pharmaceutical industries. One such example is ICON plc, a contract research organization that conducts clinical research studies. ICON was a top contributor in the Fund.

Polypore International was the biggest detractor during the year. Polypore makes filtration membranes used in batteries, including the lithium batteries used in electric vehicles. The stock was impacted by disappointing sales of the Chevy Volt and Nissan Leaf. While the timing is uncertain, we believe meaningful adoption of electric and hybrid cars is inevitable and that this will become an important market for Polypore.

During the third quarter of 2012, one of our best-performing stocks was Peet’s Coffee & Tea, a coffee producer and marketer. The company is being acquired by a German conglomerate. Although the acquisition premium is high, we are disappointed with the sale because we feel Peet’s is a classic Wasatch investment, with solid and stable long-run growth prospects and an outstanding management team.

Wirecard and Yes Bank were also strong performers. Based in Germany, Wirecard is one of the leading processors of online payment transactions in Europe and is capitalizing on growth in Internet commerce. Yes Bank is an Indian bank that is growing at a much faster rate than the U.S. banking industry. Our stock picking in international markets was good in both the quarter and the year.

Small cap trucking stocks were weak in the third quarter. Two laggards in the Fund were Knight Transportation and J.B. Hunt Transport Services. The poor performance of trucking stocks is an anomaly given that the stock market is signaling a stronger economy and the trucking industry is a direct beneficiary of increased economic activity. Demand and pricing in the industry are still soft, a reminder that a stronger economy is being anticipated by the market but not yet a reality to many economically sensitive industries.

OUTLOOK

As previously noted, a risk to our relative performance is acceleration in economic growth, creating an environment in which low-quality companies can thrive. In our view, any benefit from the Federal Reserve’s latest round of quantitative easing will be short lived given the massive amount of debt burdening our economy. Moreover, every dollar of government spending produces negligible economic growth¹—a poor return on investment. This deficit spending saddles the economy with future interest payments on the debt, adding one more burden to an unbalanced budget. While economic activity may improve in the near term, we think that long-run real growth will be muted. Companies that are prepared to compete and thrive in such an environment should be the best performers in the market. We remain steadfast in our commitment to investing in quality growth stocks.

Thank you for the opportunity to manage your assets.

Robert Barro. Macroeconomics: A Modern Approach (Thomson/Southwestern, 2008, p. 307.) Roberto Perotti of Università Bocconi and the Centre for Capital Economic Policy Research: Estimating the Effects of Fiscal Policy in OECD Countries. Source: Hoisington Investment Management Quarterly Review, June 2009.

Current and future holdings are subject to risk.


WASATCH SMALL CAP GROWTH FUND (WAAEX) — Portfolio Summary		*SEPTEMBER 30, 2012*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR	5 YEARS	10 YEARS
Small Cap Growth	29.41%	5.26%	10.55%
Russell 2000^® Growth Index	31.18%	2.96%	10.55%
Russell 2000^® Index	31.91%	2.21%	10.17%

As of the January 31, 2012 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Small Cap Growth Fund are 1.24%. The expense ratio shown elsewhere in this report may be different. Expenses include direct expenses paid to the Advisor as well as indirect expenses incurred by the Fund as a result of its investments in other investment companies (each an “Acquired Fund”), before any expense reimbursements by the Advisor. See the prospectus for additional information regarding Fund expenses.

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

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
Ultimate Software Group, Inc.		3.9%
Knight Transportation, Inc.		3.7%
Life Time Fitness, Inc.		2.6%
Hibbett Sports, Inc.		2.4%
Power Integrations, Inc.		2.1%


Company	% of Net Assets
MSC Industrial Direct Co., Inc., Class A		2.0%
Wirecard AG (Germany)		2.0%
RealPage, Inc.		1.9%
Yes Bank Ltd. (India)		1.8%
Syntel, Inc.		1.7%

As of September 30, 2012, there were 89 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

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

†	Also includes Other Assets & Liabilities.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT


WASATCH SMALL CAP VALUE FUND (WMCVX / WICVX) — Management Discussion		*SEPTEMBER 30, 2012*

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

LOGO

Jim Larkins, MBA Portfolio Manager

OVERVIEW

Although the past year was characterized by a great deal of uncertainty surrounding the U.S. economic outlook and the debt crisis in Europe, the stock market in general—and small cap value stocks in particular—performed well. The Russell 2000 Value Index gained 32.63% in the 12-month period ended September 30, 2012. The Fund’s Investor Class shares also delivered a strong absolute return, gaining 22.12%.

DETAILS OF THE YEAR

The primary cause of the Fund’s performance shortfall relative to the Index was its underweight position in the financials sector. The Fund’s average weighting in financials was well under half of that of the benchmark, a difference that cost us some performance in 2012 after helping in the prior three years. Compared to the Index, our position in financials was more heavily weighted to consumer finance, with a focus on stocks such as DFC Global Corp. At the same time, we were conservative relative to the Index with regard to our weighting in commercial banks in a reflection of our view that banks would struggle to increase loans in the weak economic environment. While loan growth was indeed slow, bank stocks rose significantly during the past year. We also avoided real estate investment trusts (REITs) due to our concerns about their elevated debt, low historical yields and expensive valuations. However, REITs have performed well since the U.S. Federal Reserve’s low interest rate policy has compelled investors to seek yield outside of the bond market. Although we remain on the lookout for investments in the REIT space, we continue to find their valuations unappealing.

The leading contributor to the Fund’s performance was Lumber Liquidators. The stock has performed well since we added it to the portfolio in mid-2011 when the company’s difficulty installing a new computer system temporarily weighed on the stock. The resolution of these problems enabled the stock to recover, and the rally subsequently continued on the strength of improving earnings and the ongoing rebound in the housing market. We see Lumber Liquidators as a prime example of a “Fallen Angel,” our term for a growth stock that has fallen into value territory due to short-term developments. Lumber Liquidators wasn’t the only retail stock to add value for the Fund: Chico’s FAS, Rue21 and Big 5 Sporting Goods all made meaningful contributions during the past year.

Outside of retail, the Fund’s top contributors were Copart, Portfolio Recovery Associates and The Corporate Executive Board.

Our stock selection process was less effective in the information technology sector, where our positions in semiconductor stocks such as BCD Semiconductor Manufacturing weighed on performance. We reduced our

position in this area during the year, as it is becoming clear that the dominance of Apple’s iPad and iPhone are reducing the business opportunities for companies outside of Apple’s “ecosystem.”* The Fund’s performance in health care also lagged that of the benchmark due largely to CorVel and Questcor Pharmaceuticals. However, we offset some of the shortfall via our position in Ensign Group, a well-managed company in the assisted-living space. Our stock picks in energy also hurt performance, as natural gas related stocks such as Ultra Petroleum were pressured by the commodity’s price weakness. We continue to hold Ultra Petroleum believing it is well positioned to take advantage of an eventual rebound in natural gas prices.

Our portfolio activity during the past year reflected our persistent search for Fallen Angels and “Undiscovered Gems,” the phrase we use to describe companies with little or no coverage by Wall Street analysts and whose current valuations do not reflect what we believe is their true worth. During the final three months of the period, in fact, we added more of these types of stocks than at any other time this year. We also continued to add “Orphaned IPOs,” a category that focuses on initial public offerings (IPOs) that came to the market and after the initial hype faded became attractively priced. The past two years saw a strong IPO market, which made an increasing number of good businesses available to value investors as some of these stocks were forgotten or overly punished if they stumbled early in their public life cycle.

OUTLOOK

The 12-month performance of the U.S. stock market sheds some light on the process of small cap value investing. On one hand, the macroeconomic picture has been very challenging, with concerns about the European debt crisis and slowing global growth weighing on the market from time to time. At the same time, however, the U.S. stock market and the Wasatch Small Cap Value Fund have delivered solid returns. We believe this illustrates the importance of staying focused on the fundamentals and valuations of individual companies, rather than joining the “crowd” by trying to guess the next headline out of Europe.

If anything, market volatility is positive for the Fund in that it provides us with opportunities to make additional long-term investments in companies we find attractive. What’s more, the increased number of Initial Public Offerings (IPOs) in the past year has created a much wider opportunity set for small cap value investors like us. As we look to the remainder of 2012 and beyond, we are confident that we have constructed a portfolio of attractively priced investments in companies that have the potential to weather the storms that may be ahead.

Thank you for your continued investment in the Fund.

*	As of September 30, 2012, the Wasatch Small Cap Value Fund was not invested in Apple, Inc.

Current and future holdings are subject to risk.


WASATCH SMALL CAP VALUE FUND (WMCVX / WICVX) — Portfolio Summary		*SEPTEMBER 30, 2012*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		10 YEARS
Small Cap Value (WMCVX) — Investor		22.12%		-0.07%		9.63%
Small Cap Value (WICVX) — Institutional		22.44%		-0.02%		9.66%
Russell 2000^® Value Index		32.63%		1.35%		9.68%
Russell 2000^® Index		31.91%		2.21%		10.17%

As of the January 31, 2012 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Small Cap Value Fund —Investor Class: 1.32% / Institutional Class: 1.23%, Net: 1.19%. The expense ratio shown elsewhere in this report may be different. Expenses include direct expenses paid to the Advisor as well as indirect expenses incurred by the Fund as a result of its investments in other investment companies (each an “Acquired Fund”), before any expense reimbursements by the Advisor. Net Expenses are based on Fund expenses, net of waivers and reimbursements. See the prospectus for additional information regarding Fund expenses.

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

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

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
Copart, Inc.		4.1%
Polypore International, Inc.		2.9%
Chico’s FAS, Inc.		2.6%
Yes Bank Ltd. (India)		2.5%
DFC Global Corp.		2.4%


Company	% of Net Assets
Portfolio Recovery Associates, Inc.		2.3%
Beacon Roofing Supply, Inc.		2.3%
ICON plc ADR (Ireland)		2.2%
rue21, Inc.		2.1%
Syntel, Inc.		2.1%

As of September 30, 2012, there were 64 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

LOGO

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

†	Also includes Other Assets & Liabilities.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT

LOGO


WASATCH STRATEGIC INCOME FUND (WASIX) — Management Discussion		*SEPTEMBER 30, 2012*

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

LOGO

Samuel S. Stewart, Jr. PhD, CFA

Portfolio Manager

OVERVIEW

The Wasatch Strategic Income Fund concluded the third quarter and fiscal year on September 30, 2012 with solid results. For the quarter, the Fund’s 6.11% return kept pace with the 6.35% return of the S&P 500 Index and outperformed the 1.58% return of the Barclays Capital U.S. Aggregate Bond Index. Over the last year, the Fund’s 25.61% return fell short of the S&P 500’s 30.20% return but exceeded the 5.16% return of the Bond Index.

For the quarter and the year, I was pleased the Fund’s return fell between our stock and bond benchmarks.

I have spent a large portion of my time during the last year thinking about risk. The Strategic Income Fund should first and foremost be a protector of capital. I feel that the Fund is in a better place to achieve that mandate than it was a year ago as I have removed several non-dividend paying stocks from the portfolio. I also believe I have increased the quality of the companies held in the Fund.

Every company in the portfolio is now a dividend payer, which I believe will lessen volatility in our current low yield environment. The Fund likely will not outperform stocks during strong markets but it should remain in the ballpark and provide the potential for an attractive risk-adjusted return. I continue to try to structure the Fund to protect us during weak markets.

The year was filled with plenty of global economic turmoil, with policy makers either sitting on their hands or implementing largely ineffective stimulus programs. In spite of the uncertainty, equity market returns were robust as corporate balance sheets strengthened through earnings growth and cost-cutting measures. Nonetheless, my optimism about the market has waned as stock valuations have increased. Further, as ever rising gold prices remind us, all of the stimulus provides an ever-increasing amount of tinder should an inflationary spark get ignited.

Certainly, investing opportunities are available, but I think that it has become even more of a careful stock-picker’s environment. I believe that the market will recognize those companies that set themselves apart through outstanding management and growth that surpasses that of the economy. Ultimately, the key is to not overpay for these companies, so market valuation must be judged to be attractive as well.

DETAILS OF THE YEAR

Our high weighting of financial stocks paid off over the last 12 months with several winners, including NorthStar Realty Finance Corp., Visa, Inc., Colony Financial, Inc., MasterCard, Inc. and KKR Financial Holdings, LLC. The Fund’s financial holdings vastly outperformed their counterparts in the S&P 500 Index. Even though Visa and MasterCard are classified as technology companies, they benefit as financial transactions are increasingly conducted

via credit and debit cards instead of cash. Financials generally did well because the economy is slowly beginning to perform better. Credit is being extended and companies are breathing a little easier than they were at the start of the year.

Unfortunately, we had a few stumbles as well. Discoveries of shale gas have been so prevalent that the beneficiaries of increased drilling actually suffered. This is because many well owners shut down production due to low gas prices, hurting companies with exposure to natural gas like Helmerich & Payne, Inc. and CARBO Ceramics, Inc. Ultra Petroleum Corp., an owner of gas properties also suffered due to low gas prices. Ultra was one of our few holdings that did not pay a dividend, so I decided to sell the stock.

The Fund also underperformed the S&P 500 in the consumer discretionary sector, due to our small weight and poor performance from Best Buy Co., Inc. The consumer electronics retailer is transitioning from its traditional big box store concept by decreasing the square footage of its stores and becoming more price competitive. Although its earnings results have been disappointing, the stock seems inexpensive and the company continues to generate substantial cash flow which management is using to buy back shares. I believe this strategy makes sense, so we continue to hold Best Buy.

OUTLOOK

The economy continues to muddle along. My assessment is that the Federal Reserve’s third round of quantitative easing will be ineffective at creating the jobs needed to appreciably decrease the unemployment rate. Hopefully, it will be equally ineffective in spurring inflation. I’m convinced that the economic environment will remain sluggish for a prolonged period—certainly measured in years rather than months. In the meantime, many companies continue to add value through innovation and efficiency. The number of enticing investment opportunities has decreased, but I am working toward discovering those that merit a position in the Fund.

I am happy to report that as of September 30, 2012, the Wasatch Strategic Income Fund achieved a three-year, five-star rating—the highest designation from mutual fund evaluator Morningstar—based on a Morningstar risk-adjusted return compared to 373 funds in its mid-cap blend category. The Fund’s five-year rating is four stars. It was rated against 316 mid-cap blend funds.*

Thank you for the opportunity to manage your assets.

For each fund with at least a three-year history, Morningstar calculates a Morningstar Rating^™ based on a Morningstar Risk-Adjusted Return measure that accounts for variation in a fund’s monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of the funds in each category receive 5 stars, the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars, and the bottom 10% receive 1 star. (Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages.) Past performance is not indicative of future results.

2012 Morningstar, Inc. All rights reserved. The information contained herein (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.

Current and future holdings are subject to risk.


WASATCH STRATEGIC INCOME FUND (WASIX) — Portfolio Summary		*SEPTEMBER 30, 2012*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		SINCE INCEPTION 2/1/06
Strategic Income		25.61%		2.85%		4.71%
S&P 500 Index		30.20%		1.05%		3.98%
Barclays Capital U.S. Aggregate Bond Index		5.16%		6.53%		6.13%

As of the January 31, 2012 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Strategic Income Fund are 1.76%. The Net Expenses are 1.50%. The expense ratio shown elsewhere in this report may be different. Expenses include direct expenses paid to the Advisor as well as indirect expenses incurred by the Fund as a result of its investments in other investment companies (each an “Acquired Fund”), before any expense reimbursements by the Advisor. Net Expenses are based on Fund expenses, net of waivers and reimbursements. See the prospectus for additional information regarding Fund expenses.

With respect to the Fund’s assets invested in fixed income securities, you are subject, but not limited to, the same interest rate, inflation and credit risk associated with the underlying fixed-income securities owned by the Fund. Return of principal is not guaranteed. Equity investing involves risks, including potential loss of the principal amount invested. Investing in foreign securities, especially in emerging markets, entails special risks, such as currency fluctuations and political uncertainties, which are described in more detail in the prospectus.

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
Herbalife Ltd.		6.1%
Capital One Financial Corp.		5.2%
CapitalSource, Inc.		4.6%
Colony Financial, Inc.		4.2%
Canadian National Railway Co. (Canada)		4.1%


Company	% of Net Assets
Visa, Inc., Class A		4.0%
Och-Ziff Capital Management Group, LLC		4.0%
MasterCard, Inc., Class A		4.0%
KKR Financial Holdings, LLC		4.0%
Best Buy Co., Inc.		3.9%

As of September 30, 2012, there were 32 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

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

†	Also includes Other Assets & Liabilities.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT

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


WASATCH ULTRA GROWTH FUND (WAMCX) — Management Discussion		*SEPTEMBER 30, 2012*

The Wasatch Ultra Growth Fund is managed by a team of Wasatch portfolio managers led by Paul Lambert, John Malooly and Ajay Krishnan.

LOGO

Paul Lambert

Portfolio Manager

LOGO

John Malooly, CFA

Portfolio Manager

LOGO

Ajay Krishnan, CFA

Portfolio Manager

OVERVIEW

The past 12 months have been a period of significant volatility. Economic uncertainty in the U.S. and around the globe made investors wary, while stimulus measures in the U.S. and bailout plans in Europe often buoyed their confidence. Over the year’s first half, U.S. equities posted substantial gains, inspired by modest signs of improvement in the domestic economy. In the second half of the period, the strain of slow growth in the U.S. and the debt crisis in Europe kept the major stock indices in the doldrums for most of the spring and summer. Late in the summer, however, the markets began to regain a positive tone, even though little about the macroeconomic backdrop had changed. In mid-September, when the Federal Reserve announced a new round of quantitative easing, investors responded enthusiastically.

In this environment, the Wasatch Ultra Growth Fund gained 20.13% for the 12 months ended September 30, 2012. Although this was a strong absolute return, the Fund placed well behind our benchmark, the Russell 2000 Growth Index, which returned 31.18% for the 12-month period. No single factor was responsible for the Fund’s underperformance. Some individual stock selections that performed strongly at the end of the previous period pulled back considerably at the start of this one. Also, our position in international stocks—particularly in India—hurt our results relative to the Index as a number of those markets lagged the U.S market over the year.

DETAILS OF THE YEAR

The greatest contributor to our performance for the year was Ultimate Software Group, Inc., a provider of payroll and other human resources management solutions that help customers improve efficiency and reduce costs. Ultimate has made a successful transition from a traditional software company to a more sophisticated, cloud-based “Software as a Service” (SaaS) business. The company has attained good market share, and appears to be positioned to experience better profit margins going forward.

The tepid economy has made it difficult for many larger companies to achieve growth organically. In these conditions, they often look toward acquiring smaller, nimbler

companies with innovative products that offer the potential for faster growth. Indeed, four of our top 10 contributors were acquired by other parties during the year, including ISTA Pharmaceuticals, Inc., a maker of prescription eye- and nasal-care drugs that was purchased by Bausch & Lomb.*

Our greatest detractor from performance for the year was Polypore International, Inc., a maker of membranes used in a wide range of batteries, including those used to power hybrid and all-electric cars. Polypore has proven to be a volatile stock. In recent months, it was hurt by an inventory-driven production shutdown for one of the vehicles using its battery separator material. Despite this setback, we continue to be excited about the long-term outlook for Polypore. It has a steadier business serving more established end markets for its products, while car-related sales—which account for only about 10% of its current revenues—offer significant opportunities for growth.

At times our pursuit of companies offering innovative products with strong growth potential can mean investing in them early in their development. That can be beneficial in the long run, but it can also involve considerable volatility. This was the case with Amyris, Inc., another detractor from performance. Amyris has created a novel process using yeast to make a variety of specialty chemicals. Some of the commercial applications for the company’s products involve large end markets, giving Amyris substantial growth potential. Further, its products could in some applications replace more expensive chemicals derived from petroleum. The Fund’s position in the company is small, as we are mindful of its dynamic growth potential and the many challenges it faces as it works to bring products to market.

OUTLOOK

Although the Fund’s underperformance this year was disappointing, we remain enthusiastic about the companies in our portfolio. This is naturally tempered by concerns over slowing global gross domestic product (GDP) growth and the continued high level of unemployment in the U.S. Economic uncertainty at home is exacerbated by the as-yet unknown outcome of the November elections, and what measures, if any, will be taken to avert the “fiscal cliff”—the combination of automatic spending cuts and tax increases that will begin in 2013 if Congress does not act.

In this thoroughly unpredictable environment, we are continuing to focus on identifying companies that are able to produce useful, distinctive, and innovative products; that can gain market share even in times of low growth; that can maintain clean balance sheets; and that are led by skilled, experienced management teams. We think such companies can potentially weather uncertain conditions better than their competitors. We believe the Fund currently holds a strong assortment of such companies.

Thank you for the opportunity to manage your assets.

*	As of September 30, 2012, the Wasatch Ultra Growth Fund did not own shares of Bausch & Lomb, Inc.

Current and future holdings are subject to risk.


WASATCH ULTRA GROWTH FUND (WAMCX) — Portfolio Summary		*SEPTEMBER 30, 2012*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		10 YEARS
Ultra Growth		20.13%		-0.09%		8.12%
Russell 2000^® Growth Index		31.18%		2.96%		10.55%

As of the January 31, 2012 prospectus, the Total Annual Fund Operating Expenses for the Wasatch Ultra Growth Fund are 1.43%. The expense ratio shown elsewhere in this report may be different. Expenses include direct expenses paid to the Advisor as well as indirect expenses incurred by the Fund as a result of its investments in other investment companies (each an “Acquired Fund”), before any expense reimbursements by the Advisor. See the prospectus for additional information regarding Fund expenses.

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

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
Polypore International, Inc.		3.4%
Greenspring Global Partners II-B, L.P.		3.1%
Yes Bank Ltd. (India)		2.8%
OPNET Technologies, Inc.		2.7%
Cognizant Technology Solutions Corp., Class A		2.4%


Company	% of Net Assets
DFC Global Corp.		2.3%
IDEX Corp.		2.2%
Ultimate Software Group, Inc.		2.0%
Tangoe, Inc.		1.8%
SPS Commerce, Inc.		1.6%

As of September 30, 2012, there were 98 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

LOGO

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

†Also

includes Other Assets & Liabilities.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT

LOGO


WASATCH WORLD INNOVATORS FUND (WAGTX) — Management Discussion		*SEPTEMBER 30, 2012*

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

LOGO

Samuel S. Stewart, Jr. PhD, CFA

Portfolio Manager

LOGO

Josh Stewart

Portfolio Manager

OVERVIEW

The Wasatch World Innovators Fund returned 26.10% for the 12 months ended September 30, 2012, and outperformed the 21.13% return of the MSCI AC World IMI.* Notably, we believe we

were able to generate outperformance through stock selection and not by taking on excess risk.

We believe the Fund’s strong performance reflects the effectiveness of our approach, which is to seek out what we believe are the World’s Best Growth Companies^® with a particular emphasis on those with innovative business models and rising market share. An important benefit of emphasizing innovators is that such companies tend to maintain steady growth when the economy slows and investor sentiment flags. We believe this has enabled the Fund to outperform in unsteady or falling markets.

DETAILS OF THE YEAR

Over the past year, the stocks that contributed the most to the Fund’s performance tended to be those with the largest weights, including Apple, Inc., Google, Inc. and eBay, Inc. The numbers tell the story: over the last 12 months, this group of companies reported sales growth of 48%, 30% and 30%, respectively, and earnings per share (EPS) growth of 68%, 22% and 115%, respectively. Coming into the annual period, Apple was trading at 13 times trailing 12-month earnings per share, Google at 17 times, and eBay at 21 times. We saw this as an opportunity to own three of the world’s best technology companies, which are rapidly taking market share in huge, global industries, at price-to-earnings (P/E) ratios well below their growth rates. Even after their exceptional performance of the past 12 months, these companies trade at roughly the same P/E ratios they did at the beginning of the year. We continue to hold all three stocks in the Fund.

Other top performers for the year included electronic payment network operators MasterCard, Inc. and Visa, Inc., as well as health care companies Bio-Reference Laboratories, Inc., Sartorius Stedim Biotech and Sartorius AG. These companies faced the same tough economic conditions as peers in their sectors, but their innovative products and services fueled market share gains and growth that was far higher than their peers. As a result, their stock prices received a two-pronged lift from earnings growth and expanded valuation multiples as investors rewarded them for bucking broader sector trends.

The largest detractors included VeriFone Systems, Inc., Zipcar, Inc., Arcos Dorados Holdings, Inc., and Quality

Systems, Inc. We remain invested in VeriFone, a provider of technology that enables electronic payment transactions. While market participants fear that the business might become extinct at the hands of new electronic payment methods, we believe demand for the company’s services should increase over time given that cash payments around the globe are decreasing in favor of electronic payment methods. In contrast, we exited our small investment in Zipcar after a call with company management left us with more questions than answers about the strength of the business. We remain intrigued by what is clearly an innovative business model, but we have put it on our list of innovators to track rather than own for now. We added to our position in Arcos, the McDonald’s franchisee in Latin America, with valuation even more attractive and the same disruptive fast-food business model and powerful brand. We eliminated our position in Quality Systems, which sells enterprise software to health care providers, as we feel the company no longer offers solutions that compete with newer innovators.

OUTLOOK

Our prognosis for the global economy has been consistent since the financial crisis. We expect a slow recovery and unusually choppy stock markets as the world suffers from a long and painful debt hangover with no easy cure. We believe innovators will navigate their way through this malaise. These special companies consistently sell more than their peers, and they do it in spite of charging premium prices and making above-average profits on what they are selling. At the close of September, the weighted average sales and earnings per share increases for the portfolio were 22% and 22%, respectively, and the weighted average return on assets was 14%. This compares to the benchmark’s scorecard of 10%, 10% and 8% for these same metrics.

We think the lead our companies have on their competitors should increase at an accelerated rate as corporate customers become more open to change when business is slow and they need to be more productive, offer a better service than ever, and do it for less financial reward than in the past just to survive. Innovators, in turn, should get into a virtuous circle as they take market share, grow cash flows, and have the capital to reinvest in the business, while entrenched legacy competitors see cash flows and access to capital dry up. In short, we are optimistic that the Fund has the potential to deliver satisfying returns despite the slow-growth economy.

Two years into our themed investment approach of seeking out innovators, we are pleased with the results. We are confident that the innovative companies the Fund holds are the right place to be invested in good and bad economic times.

Thank you for the opportunity to invest your assets.

*MSCI

All Country World Investable Markets Index.

Current

and future holdings are subject to risk.


WASATCH WORLD INNOVATORS FUND (WAGTX) — Portfolio Summary		*SEPTEMBER 30, 2012*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		10 YEARS
World Innovators		26.10%		2.87%		12.97%
MSCI AC World IMI		21.13%		-1.71%		9.04%

As of the January 31, 2012 prospectus, the Total Annual Fund Operating Expenses for the Wasatch World Innovators Fund are 1.97%. The expense ratio shown elsewhere in this report may be different. Expenses include direct expenses paid to the Advisor as well as indirect expenses incurred by the Fund as a result of its investments in other investment companies (each an “Acquired Fund”), before any expense reimbursements by the Advisor. See the prospectus for additional information regarding Fund expenses.

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

TOP 10 EQUITY HOLDINGS*


Company	% of Net Assets
eBay, Inc.		4.5%
Herbalife Ltd.		4.3%
Google, Inc., Class A		4.1%
Apple, Inc.		3.9%
DiaSorin S.p.A. (Italy)		3.5%


Company	% of Net Assets
Check Point Software Technologies Ltd. (Israel)		3.1%
VeriFone Systems, Inc.		3.1%
Visa, Inc., Class A		3.0%
MasterCard, Inc., Class A		3.0%
EMC Corp.		2.9%

As of September 30, 2012, there were 62 holdings in the Fund. Foreign currency contracts, written options and repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

SECTOR BREAKDOWN**

LOGO

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

†	Also includes Other Assets & Liabilities.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT

LOGO


WASATCH-1ST SOURCE INCOME FUND (FMEQX) — Management Discussion		*SEPTEMBER 30, 2012*

LOGO

Paul W. Gifford, CFA

Portfolio Manager

OVERVIEW

The Wasatch-1st Source Income returned 3.16% for the 12 months ended September 30, 2012. During this time, the Barclays Capital U.S. Intermediate Government/Credit Bond Index returned 4.40%. The modest drop in U.S. Treasury yields during the year enhanced the returns of the Fund and the Index. The yield on the five-year Treasury note fell from 0.95% to 0.62% and the yield on the 10-year Treasury

bond fell from 1.92% to 1.63%. The yields of both Treasuries reached record lows during July and rose as the third quarter of 2012 ended.

DETAILS OF THE YEAR

We think the positive returns produced over the past year are good given the low level of interest rates. Interest rates were also less volatile in the past 12 months than they were for the year ended September 30, 2011. The interest rate on the 10-year Treasury, for the year ended September 30, 2011, was twice as volatile as it was for the year ended September 30, 2012. The trend of less volatility in interest rates is a more current market-driven event.

The slow growth economy we are currently experiencing contributed to less volatility in interest rates. Over the past 12 months, the U.S. economy grew around 2% and appears to be on that same path through year-end 2012. Slow economic growth has allowed interest rates to remain relatively steady. We do not see any catalyst that would promote higher economic growth in the U.S., especially since we face the “fiscal cliff”—the expiration of tax cuts and spending cuts that will be automatically imposed if Congress does not act before the end of the year—which could shrink our economy by 4% in 2013. Europe’s economy is also shrinking and the region is a large importer of our goods and services. We are also seeing a significant economic slowdown in China. The U.S. has benefited from tremendous export growth to China for several years.

In response to slow domestic growth and weakening international economies the Federal Reserve (Fed) made its third and most decisive move to maintain low interest rates and prop up the U.S. economy by announcing another round of quantitative easing (QE). First, the Fed stated its intention to keep short-term interest rates near zero until at least mid-2015. Second, this version of QE entails purchasing $40 billion per month of mortgage-backed securities until further notice. Mortgage rates fell quickly given this new level of demand for the securities. “Don’t fight the Fed” seems to be the adage investors have accepted and this mindset has led to a lower level of volatility in bonds.

Non-Treasury securities, whether fixed income or equity, have benefited from the Fed’s actions. The Fed is pursuing a path that forces investors into riskier assets to obtain a reasonable rate of return. The fixed income market has seen this in the credit sector. The extra spread earned over Treas-

uries has shrunk over the past year and added to fixed income returns. The lower the credit quality, the more the spread tightened versus Treasuries. In fact, yields on junk bonds reached a record low during the third quarter of 2012, a clear result of the low interest rate environment we are in. It appears the Fed will continue to favor debtors over savers for many years to come.

OUTLOOK

As mentioned above, you don’t “fight the Fed” and to a certain extent we didn’t. Two of our major focuses for the Fund during the year were to increase corporate bond exposure and reduce exposure to bonds maturing in less than three years. During the year, we increased the Fund’s corporate bond weighting from about 35% to over 38%. In those trades, we reduced the number of top rated bonds to target “A” rated bonds with a small increase in “BBB” bonds.* These bonds saw a tightening of credit spreads greater than those of the top-rated bonds, although the Fund does not have as much exposure to BBB bonds as the Index and that held down performance on a relative basis.

In the last year, we increased the weighting of bonds with duration of three to seven years from 36% to 50%. This was done mainly by reducing the Fund’s holdings in bonds maturing in less than three years. The three to seven year part of the yield curve is relatively steep and offers the opportunity to “roll down the curve” and add return to the portfolio. As long as the Fed keeps its current stance the Fund can invest in this manner.

As we go into 2013, while we are not “fighting the Fed,” we are watching carefully for changes that warrant a reduction in corporate bonds in particular or duration in the portfolio. Slowing global economies would increase pressure on corporate earnings and credit quality. The low level of interest rates provides less of a cushion against rising rates and falling prices than just a couple of years ago. Basically, the Fund is taking similar levels of interest rate risk but receiving less in the form of return. This is true for all bond funds—it is not unique to this Fund. Watching for and taking action when appropriate to protect principal will be the challenges we face going forward.

Thank you for the opportunity to manage your assets.

Ratings are issued by S&P or Moody’s and typically range from AAA (highest) to D (lowest). The credit quality of the investments in the Fund’s portfolio does not apply to the safety or stability of the Fund. Ratings and portfolio credit quality may change over time. Unrated securities do not necessarily indicate low quality. The Fund itself has not been rated by an independent rating agency. For information on the rating agency’s methodology visit: http://www.standardandpoors.com/home/en/us and http://www.moodys.com.


WASATCH-1ST SOURCE INCOME FUND (FMEQX) — Portfolio Summary		*SEPTEMBER 30, 2012*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR	5 YEARS	10 YEARS
Income	3.16%	4.51%	3.60%
Barclays Capital U.S. Intermediate Government/Credit Bond Index	4.40%	5.71%	4.76%

As of the January 31, 2012 prospectus, the Total Annual Fund Operating Expenses for the Wasatch-1st Source Income Fund are 0.72%. The expense ratio shown elsewhere in this report may be different. Expenses include direct expenses paid to the Advisor as well as indirect expenses incurred by the Fund as a result of its investments in other investment companies (each an “Acquired Fund”). See the prospectus for additional information regarding Fund expenses.

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

TOP 10 HOLDINGS*


Holding	Maturity Date		% of Net Assets
U.S. Treasury Note, 3.625%		8/15/19		5.5%
U.S. Treasury Note, 3.250%		12/31/16		3.3%
General Electric Capital Corp., MTN, 5.400%		2/15/17		2.0%
Federal National Mortgage Assoc., 2.625%		11/20/14		1.7%
Federal Home Loan Mortgage Corp., 2.500%		5/27/16		1.5%
Federal National Mortgage Assoc., 4.875%		12/15/16		1.5%


Holding	Maturity Date		% of Net Assets
Government National Mortgage Assoc., Series 2010-129, Class NU, 3.500%		6/20/39		1.4%
Government National Mortgage Assoc., Series 2010-117, Class GD, 3.000%		10/20/39		1.3%
Citibank Credit Card Issuance Trust, Series 2007-A8, Class A8, 5.650%		9/20/19		1.3%
U.S. Treasury Bond, 1.625%		1/15/18		1.2%

As of September 30, 2012, there were 165 holdings in the Fund. Repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

INVESTMENTS & CASH

**	Also includes Other Assets & Liabilities.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT


WASATCH-HOISINGTON U.S. TREASURY FUND (WHOSX) — Management Discussion		*SEPTEMBER 30, 2012*

LOGO

Van R. Hoisington

Portfolio Manager

OVERVIEW

U.S. economic conditions steadily eroded over the Fund’s fiscal year (the 12 months ended September 30, 2012). The growth rate of real gross domestic product (GDP) fell from 2.7% in the second half of 2011 to 1.6% in the first half of 2012. The manufacturing sector, which paced the economy over the prior four quarters, declined sharply in the third quarter of 2012 due to major decreases in new domestic and foreign

orders. Even though the U.S. Federal Reserve’s (Fed’s) adoption of the third round of quantitative easing raised inflationary concerns, the 30-year Treasury bond yield closed the fiscal year at 2.82%, down 2.91% on September 30, 2012. This produced a small capital gain that boosted the return of the Wasatch-Hoisington U.S. Treasury Fund above the interest rate on its investments.

DETAILS OF THE YEAR

For the fiscal year, the Fund gained 6.66% and outperformed the 5.16% return of the Barclays Capital U.S. Aggregate Bond Index. The long duration strategy of the Fund—investing in bonds with maturities of 20 years or longer—added to the gains achieved over the prior 3-, 5- and 10-year periods.

During the third quarter of 2012, the 30-year Treasury bond yield registered a minimal net change going from 2.75% to 2.82%. This slight change masked a great deal of interim volatility that occurred in the long-term Treasury bond market during the quarter. From the high yield (on September 7, 2012) to the low yield (on July 26, 2012), the bellwether Treasury bond yield diverged by 0.68 of a percentage point. Much of this volatility resulted from speculation concerning the Fed’s plans and then the official announcement of QE3 on September 11. In this market, the Fund returned -0.56% for the quarter, following a nearly 14% return in the prior quarter.

OUTLOOK

Entering the last three months of 2012, economic conditions are extremely fragile. Manufacturing is contracting and the only issue is the degree of the downturn underway. International trade is declining, with the result that weaknesses in different parts of the world are reinforcing domestic deterioration in economies continents away. A highly relevant question is: How can the U.S. escape a wider slump when real income and the personal saving rate are both slowing in the face of an interim upturn in the inflation rate? In the face of worsening shorter-term cyclical indicators, aggregate indebtedness, the dominant force in the global economy, has continued to move upward. While announcements of new government initiatives have boosted the equity markets, their effectiveness will wear off as debt levels continue to move further into uncharted waters. Indeed, the result of these latest programs in the U.S. and Europe will be like numerous previous efforts. Markets for stocks and commodities have improved but governments

have not been able to use this additional time to address underlying debt imbalances. Thus, these latest government actions do not change the extreme over-indebtedness of major global economies. Instead, more precious time and political good will has been wasted while weak and divided governments continue to prove incapable of making critically needed structural reforms.

Long-term Treasury bond yields rose from their lows of the year, reached at approximately the same time as new policy initiatives in the U.S. and Europe were leaked into the market place. Among many assurances that efforts this time are truly different, we discern no meaningful differences. Our long-standing assessment that the U.S. and other major economies face years of difficult economic conditions along with extremely low Treasury bond yields has not changed. Open-ended quantitative easing (QE) is not substantively different from earlier QEs except that the name is slightly altered and government intrusion into the private domestic economy will accelerate. Importantly, we think the enactment of QE3 is a tacit admission by the Fed that earlier efforts failed. The outcome anticipated for QE3 is no different from that of earlier QEs.

As commodity prices rose initially in all the QE programs, long-term Treasury bond yields also increased. However, higher yields eventually reversed and generally continued to ratchet downward, reaching near or record lows. Our analysis indicates that the longer-term trend in Treasury bond yields reflects the detrimental impact of the Fed’s actions and the ever-bulging indebtedness of the U.S. The Fed’s actions may be politically necessary due to numerous demands to improve the clearly depressed state of economic conditions. As long as the Fed tries untested and theoretically unsound policies, the result will be equally as dismal as that of prior QEs. Fundamentals will not improve until the extreme over-indebtedness of the U.S. economy is addressed and this is in the realm of fiscal, not monetary policy. The Fed, as we all do, wishes it still had viable options, but it does not. Thus, our recommendation is that it would be better for the Fed to put pressure on fiscal authorities to take badly needed actions than to do additional harm. But, we believe that until the debt issues are addressed, the multi-year trend in long-term Treasury bond yields will remain downward and we expect to continue to maintain our long duration strategy. However, we continue to advise shareholders that such Fed interference in the economy will produce considerable Treasury market volatility. For investors who can patiently persevere through this volatility, the potential for positive returns from long-term U.S. Treasury bonds still lies ahead.

Thank you for the opportunity to invest your assets.


WASATCH-HOISINGTON U.S. TREASURY FUND (WHOSX) — Portfolio Summary		*SEPTEMBER 30, 2012*

AVERAGE ANNUAL TOTAL RETURNS


	1 YEAR		5 YEARS		10 YEARS
U.S. Treasury		6.66%		13.13%		8.82%
Barclays Capital U.S. Aggregate Bond Index		5.16%		6.53%		5.32%

As of the January 31, 2012 prospectus, the Total Annual Fund Operating Expenses for the Wasatch- Hoisington U.S. Treasury Fund are 0.76%. The Net Expenses are 0.75%. The expense ratio shown elsewhere in this report may be different. Net Expenses are based on Fund expenses, net of waivers and reimbursements. See the prospectus for additional information regarding Fund expenses.

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

TOP 10 HOLDINGS*


Holding	Maturity Date		% of Net Assets
U.S. Treasury Strip, principal only		5/15/30		13.6%
U.S. Treasury Bond, 3.125%		11/15/41		12.0%
U.S. Treasury Strip, principal only		2/15/31		11.9%
U.S. Treasury Bond, 3.000%		5/15/42		10.7%
U.S. Treasury Strip, principal only		2/15/37		10.1%


Holding	Maturity Date		% of Net Assets
U.S. Treasury Strip, principal only		5/15/39		9.3%
U.S. Treasury Bond, 4.500%		5/15/38		4.9%
U.S. Treasury Strip, principal only		5/15/40		4.2%
U.S. Treasury Bond, 3.500%		2/15/39		4.1%
U.S. Treasury Bond, 4.250%		11/15/40		3.3%

As of September 30, 2012, there were 17 holdings in the Fund. Repurchase agreements, if any, are not included in the number of holdings. Portfolio holdings are subject to change at any time. References to specific securities should not be construed as recommendations by the Funds or their Advisor. Current and future holdings are subject to risk.

INVESTMENTS & CASH

LOGO

**Also

includes Other Assets & Liabilities.

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT

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


WASATCH FUNDS MANAGEMENT DISCUSSIONS — Definitions of Financial Terms				*SEPTEMBER 30, 2012*

Alpha is a risk-adjusted measure of the so-called “excess return” on an investment. It is a common measure of assessing an active manager’s performance as it is the return in excess of a benchmark index or “risk-free” investment. The difference between the fair and actually expected rates of return on a stock is called the stock’s alpha.

A bear market is a general decline in the stock market over a period of time.

Beta is a quantitative measure of the volatility of a given stock relative to the overall market. A beta above one is more volatile than the overall market, while a beta below one is less volatile.

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

A bull market is defined as a prolonged period in which investment prices rise faster than their historical average. Bull markets can happen as the result of an economic recovery, an economic boom, or investor psychology.

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

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

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

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

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

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

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

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

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

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

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

QE3 is the nickname for the third round of quantitative easing launched by the Federal Reserve (Fed) whereby the Fed will purchase $40 billion of mortgage-backed securities on a monthly basis in an effort to support the economic recovery.

Return on assets (ROA) measures a company’s profitability by showing how many dollars of earnings a company derives from each dollar of assets it controls.

Return on investment (ROI) is a performance measure used to evaluate the efficiency of an investment or to compare the efficiency of a number of investments. ROI is calculated by dividing the return of an investment by the cost of the investment. The result is expressed as a percentage or ratio.

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

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.

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

World’s Best Growth Companies (WBGCs)® are defined by Wasatch as companies outside the United States that we believe possess an identifiable, sustainable competitive advantage, are well managed, undervalued and are producing above average earnings growth relative to their industry and country of origin.


WASATCH FUNDS — OPERATING EXPENSES (UNAUDITED)		*SEPTEMBER 30, 2012*

EXPENSE EXAMPLE

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

The example is based on an investment of $1,000.00 invested at the beginning of the period and held for the entire six month period ended September 30, 2012.

ACTUAL EXPENSES

The first line of the table below provides information about actual account values and actual expenses, based upon the actual total return of the fund during the most recent six month period ended September 30, 2012. You may use the information in this line, together with the amount you invested, to estimate the expenses you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

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

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

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


WASATCH FUNDS — OPERATING EXPENSES (UNAUDITED) *(continued)*		*SEPTEMBER 30, 2012*


	Account Value				Expenses Paid During Period*		Annualized Expense Ratio*
Fund/Class and Return	Beginning of Period April 1, 2012		End of Period September 30, 2012		Expenses Paid During Period*		Annualized Expense Ratio*
Core Growth Fund — Investor Class
Actual		$1,000.00		$1,031.60		$6.25		1.23%
Hypothetical (5% before expenses)		$1,000.00		$1,018.85		$6.21		1.23%
Core Growth Fund — Institutional Class
Actual		$1,000.00		$1,032.10		$5.69		1.12%
Hypothetical (5% before expenses)		$1,000.00		$1,019.40		$5.65		1.12%
Emerging India Fund
Actual		$1,000.00		$1,080.20		$10.14		1.95%
Hypothetical (5% before expenses)		$1,000.00		$1,015.25		$9.82		1.95%
Emerging Markets Small Cap Fund
Actual		$1,000.00		$1,011.40		$9.81		1.95%
Hypothetical (5% before expenses)		$1,000.00		$1,015.25		$9.82		1.95%
Frontier Emerging Small Countries Fund
Actual		$1,000.00		$1,180.50		$12.27		2.25%
Hypothetical (5% before expenses)		$1,000.00		$1,013.75		$11.33		2.25%
Global Opportunities Fund
Actual		$1,000.00		$1,050.60		$9.07		1.77%
Hypothetical (5% before expenses)		$1,000.00		$1,016.15		$8.92		1.77%
Heritage Growth Fund
Actual		$1,000.00		$971.90		$4.68		0.95%
Hypothetical (5% before expenses)		$1,000.00		$1,020.25		$4.80		0.95%
International Growth Fund
Actual		$1,000.00		$1,077.80		$8.05		1.55%
Hypothetical (5% before expenses)		$1,000.00		$1,017.25		$7.82		1.55%
International Opportunities Fund
Actual		$1,000.00		$1,057.00		$11.57		2.25%
Hypothetical (5% before expenses)		$1,000.00		$1,013.75		$11.33		2.25%
Large Cap Value Fund — Investor Class
Actual		$1,000.00		$1,003.40		$5.51		1.10%
Hypothetical (5% before expenses)		$1,000.00		$1,019.50		$5.55		1.10%
Large Cap Value Fund — Institutional Class
Actual		$1,000.00		$1,004.00		$4.91		0.98%
Hypothetical (5% before expenses)		$1,000.00		$1,020.10		$4.95		0.98%
Long/Short Fund
Actual		$1,000.00		$997.10		$7.69		1.54%
Hypothetical (5% before expenses)		$1,000.00		$1,017.30		$7.77		1.54%
Micro Cap Fund
Actual		$1,000.00		$1,007.10		$10.64		2.12%
Hypothetical (5% before expenses)		$1,000.00		$1,014.40		$10.68		2.12%
Micro Cap Value Fund
Actual		$1,000.00		$1,036.40		$11.45		2.25%
Hypothetical (5% before expenses)		$1,000.00		$1,013.75		$11.33		2.25%
Small Cap Growth Fund
Actual		$1,000.00		$1,015.30		$6.30		1.25%
Hypothetical (5% before expenses)		$1,000.00		$1,018.75		$6.31		1.25%
Small Cap Value Fund — Investor Class**
Actual		$1,000.00		$992.20		$6.38		1.28%
Hypothetical (5% before expenses)		$1,000.00		$1,018.60		$6.46		1.28%
Small Cap Value Fund — Institutional Class
Actual		$1,000.00		$992.20		$5.73		1.15%
Hypothetical (5% before expenses)		$1,000.00		$1,019.25		$5.81		1.15%
Strategic Income Fund
Actual		$1,000.00		$1,018.70		$4.79		0.95%
Hypothetical (5% before expenses)		$1,000.00		$1,020.25		$4.80		0.95%
Ultra Growth Fund
Actual		$1,000.00		$986.60		$6.46		1.30%
Hypothetical (5% before expenses)		$1,000.00		$1,018.50		$6.56		1.30%
World Innovators Fund
Actual		$1,000.00		$1,026.60		$9.32		1.84%
Hypothetical (5% before expenses)		$1,000.00		$1,015.80		$9.27		1.84%
Income Fund
Actual		$1,000.00		$1,022.40		$3.59		0.71%
Hypothetical (5% before expenses)		$1,000.00		$1,021.45		$3.59		0.71%
U.S. Treasury Fund
Actual		$1,000.00		$1,131.90		$3.78		0.71%
Hypothetical (5% before expenses)		$1,000.00		$1,021.45		$3.59		0.71%

*Expenses are equal to a fund’s annualized expense ratio as indicated above multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year divided by the number of days in the full fiscal year (183/366).

**The expense limitation decreased from 1.95% to 1.50% on January 31, 2012.


WASATCH CORE GROWTH FUND (WGROX / WIGRX) — Schedule of Investments		*SEPTEMBER 30, 2012*


Shares			Value

		COMMON STOCKS 92.3%

		Airlines 2.2%
	203,151	Allegiant Travel Co.*	$	12,871,647

		Application Software 6.0%
	215,701	ANSYS, Inc.* ‡		15,832,454
	185,032	RealPage, Inc.*		4,181,723
	153,392	Tyler Technologies, Inc.*		6,752,316
	86,250	Ultimate Software Group, Inc.*		8,806,125

				35,572,618

		Asset Management & Custody Banks 3.8%
	104,999	Affiliated Managers Group, Inc.*		12,914,877
	445,332	SEI Investments Co.		9,552,371

				22,467,248

		Automobile Manufacturers 1.2%
	231,863	Tesla Motors, Inc.*		6,788,949

		Automotive Retail 1.3%
	226,026	Monro Muffler Brake, Inc.		7,953,855

		Commercial Printing 2.3%
	1,045,087	InnerWorkings, Inc.*		13,607,033

		Consumer Electronics 0.6%
	253,513	Skullcandy, Inc.*		3,485,804

		Consumer Finance 4.5%
	837,842	DFC Global Corp.*		14,368,990
	192,168	First Cash Financial Services, Inc.*		8,841,650
	190,700	Mahindra & Mahindra Financial Services Ltd. (India)		3,250,161

				26,460,801

		Data Processing & Outsourced Services 6.4%
	132,721	Alliance Data Systems Corp.* ‡		18,839,746
	294,450	ExlService Holdings, Inc.*		8,686,275
	746,608	Higher One Holdings, Inc.*		10,064,276

				37,590,297

		Distributors 1.7%
	239,077	Pool Corp.		9,940,822

		Diversified Banks 3.4%
	7,941,426	City Union Bank Ltd. (India)		7,957,235
	1,630,720	Yes Bank Ltd. (India)		11,848,961

				19,806,196

		Diversified Support Services 7.0%
	1,128,212	Copart, Inc.*		31,285,319
	97,185	Portfolio Recovery Associates, Inc.*		10,149,029

				41,434,348

		Electrical Components & Equipment 3.0%
	509,058	Polypore International, Inc.*		17,995,200

		Environmental & Facilities Services 3.5%
	204,490	Tetra Tech, Inc.*		5,369,908
	504,185	Waste Connections, Inc.		15,251,596

				20,621,504

		General Merchandise Stores 0.9%
	288,866	Gordmans Stores, Inc.*		5,329,578

		Health Care Distributors 1.8%
	467,667	PSS World Medical, Inc.*		10,653,454

		Health Care Facilities 2.2%
	428,676	Ensign Group, Inc. (The)		13,119,629


Shares			Value

		Health Care Services 4.2%
	157,668	IPC The Hospitalist Co., Inc.*	$	7,205,428
	238,850	MEDNAX, Inc.*		17,782,382

				24,987,810

		Home Improvement Retail 0.9%
	106,280	Lumber Liquidators Holdings, Inc.* ‡		5,386,270

		Industrial Machinery 4.4%
	147,926	Graco, Inc.		7,437,719
	444,145	IDEX Corp.		18,551,937

				25,989,656

		Internet Retail 0.4%
	67,590	Blue Nile, Inc.*		2,506,913

		Internet Software & Services 3.9%
	179,193	Ancestry.com, Inc.* ‡		5,390,125
	247,566	DealerTrack Holdings, Inc.*		6,894,713
	318,585	Vistaprint N.V.*		10,879,678

				23,164,516

		Leisure Facilities 3.8%
	490,285	Life Time Fitness, Inc.*		22,425,636

		Life Sciences Tools & Services 2.0%
	278,130	ICON plc ADR* (Ireland)		6,778,028
	68,040	Techne Corp.		4,894,798

				11,672,826

		Oil & Gas Equipment & Services 1.9%
	45,991	CARBO Ceramics, Inc.		2,893,754
	117,555	Dril-Quip, Inc.*		8,449,853

				11,343,607

		Oil & Gas Exploration & Production 0.4%
	320,020	SandRidge Energy, Inc.*		2,230,539

		Personal Products 2.2%
	268,140	Herbalife Ltd.		12,709,836

		Real Estate Services 0.5%
	158,871	LPS Brasil — Consultoria de Imoveis S.A. (Brazil)		2,860,344

		Research & Consulting Services 2.1%
	192,613	Corporate Executive Board Co. (The)		10,329,835
	108,563	CRA International, Inc.*		1,875,969

				12,205,804

		Semiconductors 3.9%
	133,940	Hittite Microwave Corp.*		7,429,652
	387,065	Melexis N.V. (Belgium)		6,542,162
	108,525	Power Integrations, Inc.		3,302,416
	151,643	Silicon Laboratories, Inc.*		5,574,397

				22,848,627

		Specialized Finance 1.2%
	402,640	CRISIL Ltd. (India)		7,328,361

		Specialty Chemicals 1.1%
	183,540	Balchem Corp.		6,741,424

		Specialty Stores 1.6%
	156,551	Hibbett Sports, Inc.*		9,306,957

		Trading Companies & Distributors 3.3%
	255,043	MSC Industrial Direct Co., Inc., Class A		17,205,201
	143,605	Rush Enterprises, Inc., Class B*		2,414,000

				19,619,201


WASATCH CORE GROWTH FUND (WGROX / WIGRX) — Schedule of Investments *(continued)*		*SEPTEMBER 30, 2012*


Shares			Value

		Trucking 2.7%
	496,240	Knight Transportation, Inc.	$	7,096,232
	302,485	Old Dominion Freight Line, Inc.*		9,122,948

				16,219,180


		Total Common Stocks (cost $381,279,463)		545,246,490


		PREFERRED STOCKS 0.7%

		Regional Banks 0.7%
	797,675	Banco Daycoval S.A. Pfd. (Brazil)		4,289,951


		Total Preferred Stocks (cost $5,303,460)		4,289,951


Principal Amount			Value


		SHORT-TERM INVESTMENTS 7.1%

		Repurchase Agreement 7.1%
	$41,733,232	Repurchase Agreement dated 9/28/12, 0.01% due 10/1/12 with State Street Bank and Trust Co. collateralized by $31,310,000 of United States Treasury Bonds 4.500% due 08/15/39; value: $42,569,045; repurchase proceeds: $41,733,267‡ (cost $41,733,232)	$	41,733,232


		Total Short-Term Investments (cost $41,733,232)		41,733,232


		Total Investments (cost $428,316,155) 100.1%		591,269,673

		Liabilities less Other Assets (0.1%)		(798,069	)


		NET ASSETS 100.0%	$	590,471,604


Number of Contracts			Value

		CALL OPTIONS WRITTEN 0.0%

		Application Software 0.0%
	200	ANSYS, Inc., expiring 10/20/12, exercise price $75	$	16,000

		Data Processing & Outsourced Services 0.0%
	50	Alliance Data Systems Corp., expiring 10/20/12, exercise price $145		8,300

		Home Improvement Retail 0.0%
	500	Lumber Liquidators Holdings, Inc., expiring 11/17/12, exercise price $55		65,000

		Internet Software & Services 0.0%
	300	Ancestry.com, Inc., expiring 10/20/12, exercise price $32.5		23,400


		Total Call Options Written (premium $150,916)		112,700


		*Non-income producing. ‡All or a portion of this security has been designated as collateral for call options written (see Notes 4 and 7). ADR American Depositary Receipt. See Notes to Financial Statements.

At September 30, 2012, Wasatch Core Growth Fund’s investments, excluding short-term investments and call options written, were in the following countries:


Country	%
Belgium		1.2
Brazil		1.3
India		5.5
Ireland		1.2
United States		90.8

TOTAL		100.0	%


WASATCH EMERGING INDIA FUND (WAINX) — Schedule of Investments		*SEPTEMBER 30, 2012*


Shares			Value

		COMMON STOCKS 97.1%

		Aerospace & Defense 1.0%
	6,243	Bharat Electronics Ltd. (India)	$	142,744

		Air Freight & Logistics 1.1%
	4,360	Blue Dart Express Ltd. (India)		143,823

		Apparel, Accessories & Luxury Goods 3.4%
	4,480	Page Industries Ltd. (India)		271,798
	38,720	Titan Industries Ltd. (India)		192,334

				464,132

		Application Software 1.2%
	2,775	Oracle Financial Services Software Ltd.* (India)		158,711

		Auto Parts & Equipment 5.7%
	1,745	Bosch Ltd. (India)		293,783
	47,995	Exide Industries Ltd. (India)		139,904
	10,812	WABCO India Ltd. (India)		338,227

				771,914

		Automobile Manufacturers 1.1%
	9,465	Mahindra & Mahindra Ltd. (India)		155,016

		Cable & Satellite 1.4%
	120,082	Dish TV India Ltd.* (India)		188,051

		Commodity Chemicals 3.0%
	94,334	Berger Paints India Ltd. (India)		263,713
	25,870	Castrol India Ltd. (India)		152,807

				416,520

		Construction & Engineering 1.0%
	30,426	Engineers India Ltd. (India)		136,137

		Construction & Farm Machinery & Heavy Trucks 1.9%
	5,655	Eicher Motors Ltd. (India)		253,025

		Consumer Finance 3.1%
	25,210	Mahindra & Mahindra Financial Services Ltd. (India)		429,662

		Diversified Banks 7.9%
	335,360	City Union Bank Ltd. (India)		336,027
	34,550	IndusInd Bank Ltd. (India)		233,194
	568,255	South Indian Bank Ltd. (India)		245,639
	36,360	Yes Bank Ltd. (India)		264,195

				1,079,055

		Diversified Chemicals 1.0%
	10,605	BASF India Ltd. (India)		132,299

		Diversified Metals & Mining 0.9%
	47,840	Hindustan Zinc Ltd. (India)		124,124

		Electrical Components & Equipment 2.9%
	94,578	Amara Raja Batteries Ltd. (India)		391,348

		Fertilizers & Agricultural Chemicals 1.1%
	56,390	Rallis India Ltd. (India)		156,571

		Footwear 2.4%
	18,000	Bata India Ltd. (India)		333,586

		Gas Utilities 1.3%
	28,173	Gujarat Gas Co. Ltd. (India)		182,942

		Heavy Electrical Equipment 1.8%
	47,368	TD Power Systems Ltd. (India)		244,271


Shares			Value

		Household Appliances 2.4%
	4,445	Hawkins Cookers Ltd. (India)	$	162,479
	2,434	TTK Prestige Ltd. (India)		171,573

				334,052

		Industrial Machinery 5.3%
	13,860	AIA Engineering Ltd. (India)		93,416
	14,647	Cummins India Ltd. (India)		141,346
	7,100	FAG Bearings India Ltd. (India)		242,278
	10,065	SKF India Ltd. (India)		127,184
	10,760	Thermax Ltd. (India)		114,689

				718,913

		Internet Retail 1.8%
	14,737	MakeMyTrip Ltd.* (India)		250,971

		Internet Software & Services 1.0%
	21,322	Info Edge India Ltd. (India)		140,435

		IT Consulting & Other Services 3.8%
	7,235	CMC Ltd. (India)		151,566
	5,234	Cognizant Technology Solutions Corp., Class A*		365,961

				517,527

		Life Sciences Tools & Services 1.3%
	8,915	Divi’s Laboratories Ltd. (India)		182,999

		Oil & Gas Storage & Transportation 1.5%
	66,378	Petronet LNG Ltd. (India)		198,587

		Packaged Foods & Meats 3.1%
	4,580	GlaxoSmithKline Consumer Healthcare Ltd. (India)		262,149
	1,925	Nestlé India Ltd. (India)		161,496

				423,645

		Personal Products 7.9%
	10,757	Colgate-Palmolive India Ltd. (India)		245,752
	78,120	Dabur India Ltd. (India)		191,283
	28,062	Godrej Consumer Products Ltd. (India)		355,929
	45,175	Marico Ltd. (India)		171,210
	2,435	Procter & Gamble Hygiene & Health Care Ltd. (India)		114,906

				1,079,080

		Pharmaceuticals 3.6%
	8,160	Cadila Healthcare Ltd. (India)		135,059
	18,935	IPCA Laboratories Ltd. (India)		175,547
	15,520	Lupin Ltd. (India)		176,121

				486,727

		Publishing 0.9%
	31,127	D.B. Corp. Ltd. (India)		119,740

		Research & Consulting Services 1.5%
	14,249	eClerx Services Ltd. (India)		208,082

		Restaurants 3.5%
	18,381	Jubilant Foodworks Ltd.* (India)		476,819

		Specialized Finance 2.2%
	16,400	CRISIL Ltd. (India)		298,493

		Specialty Chemicals 2.0%
	3,615	Asian Paints Ltd. (India)		270,373

		Steel 0.3%
	9,680	MOIL Ltd. (India)		46,285

		Systems Software 1.2%
	70,920	KPIT Cummins Infosystems Ltd. (India)		166,728


WASATCH EMERGING INDIA FUND (WAINX) — Schedule of Investments *(continued)*		*SEPTEMBER 30, 2012*


Shares			Value

		Thrifts & Mortgage Finance 8.8%
	117,525	Gruh Finance Ltd. (India)	$	461,232
	24,554	Housing Development Finance Corp. Ltd. (India)		358,825
	71,601	LIC Housing Finance Ltd. (India)		383,627

				1,203,684

		Tobacco 1.8%
	7,205	VST Industries Ltd. (India)		241,783


		Total Common Stocks (cost $12,025,826)		13,268,854


Principal Amount			Value

		SHORT-TERM INVESTMENTS 1.5%

		Repurchase Agreement 1.5%
	$203,320	Repurchase Agreement dated 9/28/12, 0.01% due 10/1/12 with State Street Bank and Trust Co. collateralized by $155,000 of United States Treasury Bonds 4.500% due 8/15/39; value: $210,738; repurchase proceeds: $203,321 (cost $203,320)	$	203,320


		Total Short-Term Investments (cost $203,320)		203,320


		Total Investments (cost $12,229,146) 98.6%		13,472,174

		Other Assets less Liabilities 1.4%		185,712


		NET ASSETS 100.0%	$	13,657,886


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

At September 30, 2012, Wasatch Emerging India Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
India		97.2
United States		2.8

TOTAL		100.0	%


WASATCH EMERGING MARKETS SMALL CAP FUND (WAEMX) — Schedule of Investments		*SEPTEMBER 30, 2012*


Shares			Value


		COMMON STOCKS 95.6%

		Airport Services 1.1%
	3,347,333	TAV Havalimanlari Holding A.S. (Turkey)	$	16,594,493

		Apparel Retail 3.4%
	527,665	Cia. Hering (Brazil)		11,931,855
	17,511,603	Giordano International Ltd. (Hong Kong)		14,724,362
	1,522,952	Mr Price Group Ltd. (South Africa)		23,094,166

				49,750,383

		Apparel, Accessories & Luxury Goods 2.3%
	12,871	LPP S.A. (Poland)		13,679,285
	29,716,828	Trinity Ltd. (China)		19,889,909

				33,569,194

		Asset Management & Custody Banks 0.9%
	960,886	CETIP S.A. — Mercados Organizados (Brazil)		12,611,110

		Brewers 1.0%
	2,814,487	Guinness Anchor Berhad (Malaysia)		14,051,717

		Building Products 0.7%
	6,312,598	Dynasty Ceramic Public Co. Ltd.*** (Thailand)		10,408,198

		Cable & Satellite 0.8%
	56,607,012	PT MNC Sky Vision Tbk* (Indonesia)		12,273,725

		Catalog Retail 0.6%
	86,300	Hyundai Home Shopping Network Corp. (Korea)		9,317,768

		Coal & Consumable Fuels 1.0%
	16,311,073	PT Harum Energy Tbk (Indonesia)		10,055,938
	15,135,033	PT Resource Alam Indonesia Tbk (Indonesia)		4,704,987

				14,760,925

		Commodity Chemicals 2.0%
	5,050,049	Berger Paints India Ltd. (India)		14,117,541
	2,715,428	Castrol India Ltd. (India)		16,039,276

				30,156,817

		Computer & Electronics Retail 1.1%
	1,987,806	M Video OJSC*** (Russia)		16,587,446

		Computer Storage & Peripherals 0.9%
	2,310,176	Simplo Technology Co. Ltd. (Taiwan)		13,831,030

		Construction & Farm Machinery & Heavy Trucks 1.2%
	821,235	Turk Traktor ve Ziraat Makineleri A.S. (Turkey)		17,611,780

		Construction Materials 2.6%
	26,582,705	Holcim Philippines, Inc. (Philippines)		8,284,194
	2,426,533	Lafarge Malayan Cement Berhad (Malaysia)		7,065,645
	79,746,534	PT Holcim Indonesia Tbk (Indonesia)		23,748,968

				39,098,807

		Consumer Finance 1.6%
	1,376,106	Mahindra & Mahindra Financial Services Ltd. (India)		23,453,417

		Department Stores 1.7%
	4,800,087	Golden Eagle Retail Group Ltd. (China)		9,434,026
	22,428,662	PT Mitra Adiperkasa Tbk (Indonesia)		14,999,314

				24,433,340


Shares			Value

		Distributors 1.1%
	11,336,573	Dah Chong Hong Holdings Ltd. (China)	$	10,321,659
	251,657	Imperial Holdings Ltd. (South Africa)		5,679,543

				16,001,202

		Diversified Banks 10.1%
	533,774	Capitec Bank Holdings Ltd. (South Africa)		14,390,816
	2,500,197	IndusInd Bank Ltd. (India)		16,874,967
	879,846	NOMOS-BANK, GDR* (Russia)		10,998,075
	29,681,945	PT Bank Tabungan Pensiunan Nasional Tbk* (Indonesia)		16,283,199
	7,319,351	Security Bank Corp. (Philippines)		28,775,586
	17,885,800	Thanachart Capital Public Co. Ltd.*** (Thailand)		21,935,963
	16,199,146	Turkiye Sinai Kalkinma Bankasi A.S. (Turkey)		18,046,674
	2,972,932	Yes Bank Ltd. (India)		21,601,596

				148,906,876

		Diversified Chemicals 1.1%
	3,926,023	Pidilite Industries Ltd. (India)		15,515,774

		Diversified Metals & Mining 0.9%
	42,100,416	PT Vale Indonesia Tbk (Indonesia)		12,977,662

		Drug Retail 1.4%
	2,954,295	Clicks Group Ltd. (South Africa)		20,580,806

		Electronic Equipment & Instruments 1.0%
	6,969,452	Chroma ATE, Inc. (Taiwan)		14,669,527

		Environmental & Facilities Services 1.2%
	2,352,900	Cleanaway Co. Ltd. (Taiwan)		17,257,356

		Food Retail 1.3%
	1,563,727	Eurocash S.A. (Poland)		19,258,805

		Footwear 1.9%
	1,246,450	Bata India Ltd. (India)		23,099,913
	5,524,634	Daphne International Holdings Ltd. (China)		5,507,392

				28,607,305

		General Merchandise Stores 0.9%
	2,799,923	Taiwan FamilyMart Co. Ltd. (Taiwan)		13,993,168

		Gold 1.2%
	824,699	Koza Altin Isletmeleri A.S. (Turkey)		17,732,005

		Health Care Facilities 2.6%
	10,709,893	KPJ Healthcare Berhad (Malaysia)		21,374,235
	4,297,390	Life Healthcare Group Holdings Ltd. (South Africa)		16,422,092

				37,796,327

		Health Care Supplies 1.0%
	1,095,403	St. Shine Optical Co. Ltd. (Taiwan)		14,087,943

		Highways & Railtracks 1.6%
	1,662,400	Obrascon Huarte Lain Brasil S.A. (Brazil)		15,256,268
	14,557,755	PT Jasa Marga Persero Tbk (Indonesia)		8,898,941

				24,155,209

		Home Improvement Retail 2.4%
	18,668,531	Ace Hardware Indonesia Tbk (Indonesia)		11,997,019
	55,886,194	Home Product Center Public Co. Ltd.*** (Thailand)		23,785,222

				35,782,241

		Hotels, Resorts & Cruise Lines 1.1%
	31,062,273	Minor International Public Co. Ltd.*** (Thailand)		15,541,228


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


Shares			Value

		Hypermarkets & Super Centers 3.6%
	1,437,769	O’Key Group S.A., GDR (Russia)	$	13,802,582
	19,529,701	Puregold Price Club, Inc. (Philippines)		13,904,641
	1,891,230	Siam Makro Public Co. Ltd.*** (Thailand)		24,393,058
	718,785	Wumart Stores, Inc. (China)		1,078,984

				53,179,265

		Industrial Machinery 1.0%
	2,943,430	Airtac International Group (Taiwan)		14,760,578
	74,135	Hiwin Technologies Corp. (Taiwan)		543,744

				15,304,322

		Internet Software & Services 1.2%
	3,015,249	PChome Online, Inc. (Taiwan)		17,075,113

		IT Consulting & Other Services 1.3%
	6,500,970	Sonda S.A. (Chile)		19,527,576

		Life & Health Insurance 1.7%
	8,225,144	Bangkok Life Assurance Public Co. Ltd. NVDR (Thailand)		11,757,841
	1,894,874	Discovery Holdings Ltd. (South Africa)		12,657,656

				24,415,497

		Life Sciences Tools & Services 0.9%
	682,400	Divi’s Laboratories Ltd. (India)		14,007,669

		Managed Health Care 1.3%
	2,028,575	Qualicorp S.A.* (Brazil)		19,817,829

		Marine Ports & Services 3.6%
	871,759	Global Ports Investments plc GDR (Russia)		12,466,154
	13,036,004	International Container Terminal Services, Inc. (Philippines)		22,000,112
	1,328,440	Santos Brasil Participacoes S.A.** (Brazil)		19,008,146

				53,474,412

		Metal & Glass Containers 0.9%
	6,102,000	Taiwan Hon Chuan Enterprise Co. Ltd. (Taiwan)		13,364,095

		Oil & Gas Exploration & Production 3.5%
	5,671,248	Afren plc* (Nigeria)		12,832,639
	790,424	Coastal Energy Co.* (Thailand)		14,696,588
	1,971,080	Gran Tierra Energy, Inc.* (Colombia)		10,190,484
	1,741,200	Parex Resources, Inc.* (Colombia)		8,554,133
	533,265	TransGlobe Energy Corp.* (Egypt)		5,803,729

				52,077,573

		Other Diversified Financial Services 1.2%
	565,096	Intergroup Financial Services Corp. (Peru)		18,365,620

		Packaged Foods & Meats 6.5%
	2,670,762	AVI Ltd. (South Africa)		19,209,929
	334,247	GlaxoSmithKline Consumer Healthcare Ltd. (India)		19,131,514
	942,075	Pinar Sut Mamulleri Sanayii A.S. (Turkey)		7,871,397
	4,921,291	PT Mayora Indah Tbk (Indonesia)		11,519,009
	5,469,477	Standard Foods Corp. (Taiwan)		15,169,409
	14,055,485	Universal Robina Corp. (Philippines)		23,451,079

				96,352,337

		Paper Packaging 0.7%
	20,283,035	Greatview Aseptic Packaging Co. Ltd. (China)		11,012,300

		Personal Products 1.6%
	1,047,100	Colgate-Palmolive India Ltd. (India)		23,921,803

		Railroads 1.0%
	739,657	Globaltrans Investment plc, GDR (Russia)		15,370,072


Shares			Value

		Real Estate Operating Companies 1.2%
	8,577,400	Parque Arauco S.A. (Chile)	$	17,664,671

		Regional Banks 0.7%
	2,789,600	Banregio Grupo Financiero S.A.B. de C.V. (Mexico)		10,533,794

		Restaurants 1.1%
	637,270	Jubilant Foodworks Ltd.* (India)		16,531,324

		Retail REITs 0.1%
	3,123,995	CapitaMalls Malaysia Trust (Malaysia)		1,809,086

		Specialized Finance 2.2%
	8,276,390	Bolsa Mexicana de Valores S.A.B. de C.V. (Mexico)		17,152,139
	8,527,000	Chailease Holding Co. Ltd. (Taiwan)		16,086,210

				33,238,349

		Specialty Stores 1.0%
	21,921,000	Sa Sa International Holdings Ltd. (Hong Kong)		14,983,016

		Systems Software 1.4%
	1,023,800	Totvs S.A. (Brazil)		21,271,601

		Thrifts & Mortgage Finance 2.3%
	3,789,600	Gruh Finance Ltd. (India)		14,872,447
	3,491,395	LIC Housing Finance Ltd. (India)		18,706,384

				33,578,831

		Trading Companies & Distributors 0.7%
	11,996,075	PT Hexindo Adiperkasa Tbk (Indonesia)		10,404,119

		Trucking 1.2%
	1,070,100	Tegma Gestao Logistica (Brazil)		17,671,764


		Total Common Stocks (cost $1,185,206,210)		1,416,325,622


		PREFERRED STOCKS 2.1%

		Construction & Farm Machinery & Heavy Trucks 1.3%
	3,227,015	Marcopolo S.A. Pfd. (Brazil)		18,867,708

		Footwear 0.8%
	1,828,420	Alpargatas S.A. Pfd. (Brazil)		12,855,550


		Total Preferred Stocks (cost $23,529,234)		31,723,258


		*SEPTEMBER 30, 2012*


Principal Amount			Value


		SHORT-TERM INVESTMENTS 2.7%

		Repurchase Agreement 2.7%
	$40,434,738	Repurchase Agreement dated 9/28/12, 0.01% due 10/1/12 with State Street Bank and Trust Co. collateralized by $30,335,000 of United States Treasury Bonds 4.500% due 08/15/39; value: $41,243,436; repurchase proceeds: $40,434,772 (cost $40,434,738)	$	40,434,738


		Total Short-Term Investments (cost $40,434,738)		40,434,738


		Total Investments (cost $1,249,170,182) 100.4%		1,488,483,618

		Liabilities less Other Assets (0.4%)		(6,218,925	)


		NET ASSETS 100.0%	$	1,482,264,693


		Non-income producing. Common units. **Security was fair valued under procedures adopted by the Board of Trustees (see Note 15). GDR Global Depositary Receipt. NVDR Non-Voting Depositary Receipt. REIT Real Estate Investment Trust. See Notes to Financial Statements.

At September 30, 2012, Wasatch Emerging Markets Small Cap Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Brazil		10.3
Chile		2.6
China		3.9
Colombia		1.3
Egypt		0.4
Hong Kong		2.0
India		16.4
Indonesia		9.5
Korea		0.6
Malaysia		3.1
Mexico		1.9
Nigeria		0.9
Peru		1.3
Philippines		6.7
Poland		2.3
Russia		4.8
South Africa		7.7
Taiwan		10.4
Thailand		8.5
Turkey		5.4

TOTAL		100.0	%


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


Shares			Value

		COMMON STOCKS 93.2%

		Advertising 0.2%
	110,600	Scan Group Ltd. (Kenya)	$	75,203

		Air Freight & Logistics 1.2%
	727,242	Aramex PJSC (United Arab Emirates)		384,114

		Apparel Retail 2.8%
	22,611	Mr Price Group Ltd. (South Africa)		342,875
	832,198	Padini Holdings Berhad (Malaysia)		571,770

				914,645

		Auto Parts & Equipment 0.6%
	462,773	PT Astra Otoparts Tbk (Indonesia)		187,382

		Automobile Manufacturers 0.4%
	8,155	Kolao Holdings (Korea)		126,937

		Brewers 10.0%
	296	Brasseries Maroc (Morocco)		63,440
	4,973	Carlsberg Brewery Malaysia Berhad, Class B (Malaysia)		18,711
	415,108	East African Breweries Ltd. (Kenya)		1,119,283
	3,581	Guinness Anchor Berhad (Malaysia)		17,879
	72,051	Guinness Ghana Breweries Ltd.* (Ghana)		94,009
	283,319	Guinness Nigeria plc (Nigeria)		471,988
	403,935	Lion Brewery Ceylon plc (Sri Lanka)		727,348
	5,600	Namibia Breweries Ltd. (Namibia)		8,223
	866,662	Nigerian Breweries plc (Nigeria)		755,249
	6,852	Union de Cervecerias Peruanas Backus y Johnston SAA (Peru)		29,598

				3,305,728

		Building Products 1.6%
	102,202	Dynasty Ceramic Public Co. Ltd.*** (Thailand)		168,510
	3,454,681	PT Arwana Citramulia Tbk (Indonesia)		364,601

				533,111

		Casinos & Gaming 2.8%
	1,658,812	NagaCorp Ltd. (Cambodia)		928,432

		Coal & Consumable Fuels 0.7%
	53,700	PT Indo Tambangraya Megah Tbk (Indonesia)		236,516

		Commodity Chemicals 1.1%
	30,300	Berger Paints Bangladesh Ltd. (Bangladesh)		187,315
	27,000	Paints & Chemical Industries Co. S.A.E. (Egypt)		170,479

				357,794

		Construction Materials 2.8%
	116,600	Bamburi Cement Co. Ltd. (Kenya)		233,747
	479,505	Diamond Building Products Public Co. Ltd.*** (Thailand)		120,733
	1,368,100	Lafarge Republic, Inc. (Philippines)		303,694
	171,000	PT Semen Gresik (Persero) Tbk (Indonesia)		258,198

				916,372

		Consumer Finance 0.4%
	39,026	Aeon Credit Service M Berhad (Malaysia)		134,321

		Department Stores 0.2%
	114,700	PT Mitra Adiperkasa Tbk (Indonesia)		76,706


Shares			Value

		Diversified Banks 6.3%
	1,011,300	Barclays Bank of Kenya Ltd. (Kenya)	$	173,687
	128,075	BBVA Banco Continental S.A. (Peru)		329,864
	1,379,400	Equity Bank Ltd. (Kenya)		371,937
	53,230	Guaranty Trust Bank plc GDR (Nigeria)		330,026
	115,050	MCB Bank Ltd. (Pakistan)		225,479
	341,500	PT Bank Rakyat Indonesia (Persero) Tbk (Indonesia)		265,849
	3,701,900	Zenith Bank plc (Nigeria)		383,824

				2,080,666

		Food Retail 3.6%
	146,872	CP ALL Public Co. Ltd.*** (Thailand)		169,394
	178,100	Philippine Seven Corp. (Philippines)		311,670
	35,054	Shoprite Holdings Ltd. (South Africa)		710,240

				1,191,304

		Footwear 2.1%
	25,700	Bata Shoe Co. Bangladesh Ltd. (Bangladesh)		152,456
	110,340	Forus S.A. (Chile)		539,605

				692,061

		General Merchandise Stores 0.1%
	5,941	Aeon Co. M Berhad (Malaysia)		21,381

		Health Care Facilities 0.2%
	29,715	KPJ Healthcare Berhad (Malaysia)		59,304

		Home Improvement Retail 0.2%
	80,606	Ace Hardware Indonesia Tbk (Indonesia)		51,800

		Household Appliances 0.3%
	50,250	Singer Bangladesh Ltd. (Bangladesh)		102,790

		Household Products 4.9%
	234,600	DSG International Thailand Public Co. Ltd.*** (Thailand)		76,218
	6,769	PT Unilever Indonesia Tbk (Indonesia)		18,425
	44,770	Unilever Ghana Ltd. (Ghana)		195,894
	5,054,167	Unilever Nigeria plc (Nigeria)		1,327,760

				1,618,297

		Human Resource & Employment Services 0.3%
	113,740	JobStreet Corp. Berhad (Malaysia)		86,705

		Hypermarkets & Super Centers 1.2%
	6,000	Almacenes Exito S.A. (Colombia)		98,298
	88	Label Vie* (Morocco)		15,143
	3,750	PriceSmart, Inc.		283,950

				397,391

		Industrial Gases 0.7%
	36,000	Linde Bangladesh Ltd. (Bangladesh)		235,208

		Integrated Oil & Gas 2.9%
	321,300	Ecopetrol S.A. (Colombia)		945,708

		Marine Ports & Services 0.2%
	370,600	Asian Terminals, Inc. (Philippines)		82,356

		Metal & Glass Containers 0.8%
	76,400	Nampak Ltd. (South Africa)		262,990

		Oil & Gas Exploration & Production 3.4%
	67,269	Afren plc* (Nigeria)		152,213
	26,204	Gran Tierra Energy, Inc.* (Colombia)		135,475
	82,410	Pakistan Oilfields Ltd. (Pakistan)		376,191
	18,803	TransGlobe Energy Corp.* (Egypt)		204,640
	25,656	Zhaikmunai L.P. GDR (Kazakhstan)		261,691

				1,130,210


		*SEPTEMBER 30, 2012*


Shares			Value

		Oil & Gas Refining & Marketing 1.2%
	267,840	Chevron Lubricants Lanka plc (Sri Lanka)	$	397,337

		Other Diversified Financial Services 0.4%
	4,567	Intergroup Financial Services Corp. (Peru)		148,427

		Packaged Foods & Meats 19.6%
	217,533	Alicorp S.A. (Peru)		586,230
	4,439,616	Cadbury Nigeria plc* (Nigeria)		677,761
	1,756	Centrale Laitiere (Morocco)		268,607
	208,197	FAN Milk Ltd. (Ghana)		312,806
	113,100	Grupo Herdez S.A.B. de C.V. (Mexico)		291,580
	364,531	Juhayna Food Industries (Egypt)		339,613
	49,643	Nestlé Lanka plc (Sri Lanka)		479,457
	302,001	Nestlé Nigeria plc (Nigeria)		1,096,893
	5,426	Nestlé Pakistan Ltd. (Pakistan)		240,253
	9,000	Pinar Sut Mamulleri Sanayii A.S. (Turkey)		75,199
	369,000	PT Indofood CBP Sukses Makmur Tbk (Indonesia)		244,843
	7,737	Tiger Brands Ltd. (South Africa)		254,335
	8,166	Unilever Pakistan Ltd. (Pakistan)		835,066
	102,308	Universal Robina Corp. (Philippines)		170,697
	75,000	Viet Nam Dairy Products JSC (Vietnam)		420,158
	29,000	Vinacafe Bien Hoa JSC (Vietnam)		201,341

				6,494,839

		Personal Products 1.0%
	12,302	Colgate-Palmolive Pakistan Ltd. (Pakistan)		149,147
	41,100	Marico Bangladesh Ltd. (Bangladesh)		188,836

				337,983

		Pharmaceuticals 4.1%
	117,535	Abbott Laboratories Pakistan Ltd. (Pakistan)		262,231
	46,540	DHG Pharmaceutical JSC (Vietnam)		162,673
	26,900	Egyptian International Pharmaceutical Industrial Co. (Egypt)		163,339
	2,034,614	GlaxoSmithKline Consumer Nigeria plc* (Nigeria)		465,912
	630,500	PT Kalbe Farma Tbk (Indonesia)		309,650

				1,363,805

		Publishing 0.4%
	56,105	Nation Media Group Ltd. (Kenya)		142,071

		Restaurants 3.1%
	125,735	Kuwait Foods Americana (Kuwait)		715,801
	32,852	Oishi Group Public Co. Ltd.*** (Thailand)		222,002
	60,485	PT Fastfood Indonesia Tbk (Indonesia)		81,690

				1,019,493

		Soft Drinks 2.9%
	34,760	Coca-Cola Icecek A.S. (Turkey)		650,570
	3,295,773	Pepsi-Cola Products Philippines, Inc.* (Philippines)		319,188

				969,758

		Specialized Finance 0.8%
	5,095,365	Bolsa de Valores de Colombia (Colombia)		83,477
	73,500	Bolsa Mexicana de Valores S.A.B. de C.V. (Mexico)		152,323
	1,825	Philippine Stock Exchange, Inc. (Philippines)		16,406

				252,206

		Tobacco 7.0%
	59,600	British American Tobacco Bangladesh Co. Ltd. (Bangladesh)		529,275
	152,628	British American Tobacco Kenya Ltd. (Kenya)		769,402
	187,621	Ceylon Tobacco Co. plc (Sri Lanka)		1,013,161

				2,311,838


Shares			Value

		Wireless Telecommunication Services 0.7%
	12,698	MTN Group Ltd. (South Africa)	$	244,853


		Total Common Stocks (cost $27,177,502)		30,818,042


Principal Amount			Value

		SHORT-TERM INVESTMENTS 4.3%

		Repurchase Agreement 4.3%
	$1,416,788	Repurchase Agreement dated 9/28/12, 0.01% due 10/1/12 with State Street Bank and Trust Co. collateralized by $1,065,000 of United States Treasury Bonds 4.500% due 8/15/39; value: $1,447,973; repurchase proceeds: $1,416,789 (cost $1,416,788)	$	1,416,788


		Total Short-Term Investments (cost $1,416,788)		1,416,788


		Total Investments (cost $28,594,290) 97.5%		32,234,830

		Other Assets less Liabilities 2.5%		810,419


		NET ASSETS 100.0%	$	33,045,249


		Non-income producing. **Security was fair valued under procedures adopted by the Board of Trustees (see Note 15). GDR Global Depositary Receipt. See Notes to Financial Statements.

At September 30, 2012, Wasatch Frontier Emerging Small Countries Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Bangladesh		4.5
Cambodia		3.0
Chile		1.8
Colombia		4.1
Egypt		2.8
Ghana		2.0
Indonesia		6.8
Kazakhstan		0.8
Kenya		9.4
Korea		0.4
Kuwait		2.3
Malaysia		3.0
Mexico		1.4
Morocco		1.1
Namibia		<0.1
Nigeria		18.4
Pakistan		6.8
Peru		3.6
Philippines		3.9
South Africa		5.9
Sri Lanka		8.5
Thailand		2.5
Turkey		2.4
United Arab Emirates		1.2
United States		0.9
Vietnam		2.5

TOTAL		100.0	%


WASATCH GLOBAL OPPORTUNITIES FUND (WAGOX) — Schedule of Investments


Shares			Value

		COMMON STOCKS 101.3%

		Advertising 1.5%
	138,619	REA Group Ltd. (Australia)	$	2,254,101

		Apparel Retail 0.9%
	87,240	Mr Price Group Ltd. (South Africa)		1,322,914

		Apparel, Accessories & Luxury Goods 1.7%
	42,300	Gerry Weber International AG (Germany)		1,749,841
	42,300	Salvatore Ferragamo Italia S.p.A. (Italy)		880,905

				2,630,746

		Application Software 1.6%
	23,410	Ultimate Software Group, Inc.*		2,390,161

		Asset Management & Custody Banks 4.9%
	467,400	Aberdeen Asset Management plc (United Kingdom)		2,348,486
	13,902	Affiliated Managers Group, Inc.*		1,709,946
	135,880	CETIP S.A. — Mercados Organizados (Brazil)		1,783,352
	7,996	Partners Group Holding AG (Switzerland)		1,665,319

				7,507,103

		Automotive Retail 0.5%
	22,275	Monro Muffler Brake, Inc.		783,857

		Biotechnology 1.8%
	416,601	Abcam plc (United Kingdom)		2,703,183

		Casinos & Gaming 0.9%
	2,596,800	NagaCorp Ltd. (Cambodia)		1,453,420

		Catalog Retail 0.5%
	7,000	Hyundai Home Shopping Network Corp. (Korea)		755,786

		Coal & Consumable Fuels 0.6%
	504,500	PT Tambang Batubara Bukit Asam (Persero) Tbk (Indonesia)		854,013

		Commercial Printing 1.0%
	118,516	InnerWorkings, Inc.*		1,543,078

		Commodity Chemicals 1.5%
	395,600	Castrol India Ltd. (India)		2,336,699

		Construction & Engineering 1.0%
	216,015	Kentz Corp. Ltd. (United Kingdom)		1,503,348

		Construction Materials 2.0%
	641,000	PT Indocement Tunggal Prakarsa Tbk (Indonesia)		1,363,046
	1,137,000	PT Semen Gresik (Persero) Tbk (Indonesia)		1,716,787

				3,079,833

		Consumer Finance 2.9%
	74,840	DFC Global Corp.*		1,283,506
	26,150	First Cash Financial Services, Inc.*		1,203,161
	120,002	Mahindra & Mahindra Financial Services Ltd. (India)		2,045,233

				4,531,900

		Data Processing & Outsourced Services 3.2%
	25,600	Syntel, Inc.		1,597,696
	145,491	Wirecard AG (Germany)		3,344,281

				4,941,977

		Department Stores 0.7%
	1,700,000	PT Mitra Adiperkasa Tbk (Indonesia)		1,136,886


Shares			Value

		Distributors 0.9%
	71,938	LKQ Corp.*	$	1,330,853

		Diversified Banks 2.5%
	473,835	Security Bank Corp. (Philippines)		1,862,853
	279,497	Yes Bank Ltd. (India)		2,030,851

				3,893,704

		Diversified Support Services 2.9%
	85,562	Copart, Inc.*		2,372,634
	20,488	Portfolio Recovery Associates, Inc.*		2,139,562

				4,512,196

		Drug Retail 1.2%
	258,500	Clicks Group Ltd. (South Africa)		1,800,815

		Electrical Components & Equipment 0.9%
	38,904	Polypore International, Inc.*		1,375,256

		Electronic Equipment & Instruments 1.3%
	87,788	Oxford Instruments plc (United Kingdom)		1,949,562

		Environmental & Facilities Services 0.9%
	55,555	Tetra Tech, Inc.*		1,458,874

		Footwear 0.8%
	66,170	Bata India Ltd. (India)		1,226,300

		General Merchandise Stores 0.9%
	28,104	Dollar Tree, Inc.*		1,356,721

		Gold 1.5%
	104,030	Koza Altin Isletmeleri A.S. (Turkey)		2,236,768

		Health Care Equipment 2.2%
	79,000	AtriCure, Inc.*		587,760
	216,708	Elekta AB, Class B (Sweden)		2,865,132

				3,452,892

		Health Care Facilities 1.5%
	587,735	Life Healthcare Group Holdings Ltd. (South Africa)		2,245,977

		Health Care Services 3.4%
	11,580	Catamaran Corp.* (Canada)		1,134,493
	23,752	CorVel Corp.*		1,062,902
	40,450	IPC The Hospitalist Co., Inc.*		1,848,565
	14,900	MEDNAX, Inc.*		1,109,305

				5,155,265

		Health Care Technology 2.2%
	22,500	athenahealth, Inc.*		2,064,825
	22,410	Computer Programs and Systems, Inc.		1,244,875

				3,309,700

		Home Improvement Retail 1.2%
	2,850,000	Ace Hardware Indonesia Tbk (Indonesia)		1,831,505

		Hypermarkets & Super Centers 1.0%
	21,000	PriceSmart, Inc.		1,590,120

		Industrial Machinery 5.0%
	32,370	Andritz AG (Austria)		1,834,965
	31,170	Graco, Inc.		1,567,228
	39,255	IDEX Corp.		1,639,681
	72,855	Rotork plc (United Kingdom)		2,662,828

				7,704,702

		Internet Retail 1.9%
	99,080	MakeMyTrip Ltd.* (India)		1,687,332
	101,731	Yoox S.p.A.* (Italy)		1,303,331

				2,990,663


		*SEPTEMBER 30, 2012*


Shares			Value

		Internet Software & Services 2.5%
	46,365	Akamai Technologies, Inc.*	$	1,773,925
	121,768	Envestnet, Inc.*		1,424,686
	20,415	Vistaprint N.V.*		697,172

				3,895,783

		Leisure Facilities 1.2%
	40,380	Life Time Fitness, Inc.*		1,846,981

		Life & Health Insurance 1.0%
	236,465	Discovery Holdings Ltd. (South Africa)		1,579,574

		Life Sciences Tools & Services 2.0%
	41,835	Covance, Inc.*		1,953,276
	15,490	Techne Corp.		1,114,351

				3,067,627

		Marine Ports & Services 2.4%
	1,220,507	International Container Terminal Services, Inc. (Philippines)		2,059,779
	110,400	Santos Brasil Participacoes S.A.** (Brazil)		1,579,672

				3,639,451

		Oil & Gas Equipment & Services 2.2%
	6,900	Core Laboratories N.V.		838,212
	28,950	ShawCor Ltd., Class A (Canada)		1,256,763
	38,700	TGS-NOPEC Geophysical Co. ASA (Norway)		1,263,036

				3,358,011

		Oil & Gas Exploration & Production 3.9%
	486,000	Afren plc* (Nigeria)		1,099,698
	100,000	Coastal Energy Co.* (Thailand)		1,859,330
	202,252	Gran Tierra Energy, Inc.* (Colombia)		1,045,643
	96,700	Premier Oil plc* (United Kingdom)		560,530
	144,133	Zhaikmunai L.P. GDR (Kazakhstan)		1,470,157

				6,035,358

		Packaged Foods & Meats 1.3%
	33,629	GlaxoSmithKline Consumer Healthcare Ltd. (India)		1,924,845

		Real Estate Operating Companies 1.6%
	83,500	Multiplan Empreendimentos Imobiliarios S.A. (Brazil)		2,459,166

		Regional Banks 0.7%
	15,265	Signature Bank*		1,023,976

		Research & Consulting Services 2.1%
	178,675	ALS Ltd. (Australia)		1,594,752
	17,504	IHS, Inc., Class A*		1,704,015

				3,298,767

		Restaurants 1.8%
	14,028	Peet’s Coffee & Tea, Inc.*		1,028,813
	103,600	Toridoll.corp (Japan)		1,681,112

				2,709,925

		Semiconductors 3.2%
	28,534	Hittite Microwave Corp.*		1,582,781
	43,000	Microchip Technology, Inc.		1,407,820
	65,700	Power Integrations, Inc.		1,999,251

				4,989,852

		Specialized Finance 0.6%
	47,000	CRISIL Ltd. (India)		855,437


Shares			Value

		Specialty Stores 2.6%
	6,169	Five Below, Inc.*	$	241,085
	34,618	Hibbett Sports, Inc.*		2,058,040
	2,432,000	Sa Sa International Holdings Ltd. (Hong Kong)		1,662,273

				3,961,398

		Systems Software 3.0%
	49,279	OPNET Technologies, Inc.		1,678,935
	29,201	Sourcefire, Inc.*		1,431,725
	75,100	Totvs S.A. (Brazil)		1,560,361

				4,671,021

		Thrifts & Mortgage Finance 1.2%
	339,030	LIC Housing Finance Ltd. (India)		1,816,473

		Trading Companies & Distributors 4.4%
	162,179	MonotaRO Co. Ltd. (Japan)		4,444,968
	33,870	MSC Industrial Direct Co., Inc., Class A		2,284,870

				6,729,838

		Trucking 4.2%
	26,700	J.B. Hunt Transport Services, Inc.		1,389,468
	150,940	Knight Transportation, Inc.		2,158,442
	51,352	Old Dominion Freight Line, Inc.*		1,548,776
	85,700	Tegma Gestao Logistica (Brazil)		1,415,261

				6,511,947


		Total Common Stocks (cost $114,197,139)		155,526,308


		WARRANTS 0.0%

		Health Care Equipment 0.0%
	40,000	Cardica, Inc., expiring 9/29/14* *** †		2,400

		Restaurants 0.0%
	29,600	KFC Holdings Malaysia Berhad, expiring 9/14/15* (Malaysia)		9,200


		Total Warrants (cost $5,000)		11,600


		Total Investments (cost $114,202,139) 101.3%		155,537,908

		Liabilities less Other Assets (1.3%)		(1,955,946	)


		NET ASSETS 100.0%	$	153,581,962


		Non-income producing. Common units. **Security was fair valued under procedures adopted by the Board of Trustees (see Note 15). †Security purchased in a private placement transaction or under Rule 144A of the Securities Act of 1933 (see Note 11). GDR Global Depositary Receipt. See Notes to Financial Statements.


WASATCH GLOBAL OPPORTUNITIES FUND (WAGOX) — Schedule of Investments *(continued)*		*SEPTEMBER 30, 2012*

At September 30, 2012, Wasatch Global Opportunities Fund’s investments were in the following countries:


Country	%
Australia		2.5
Austria		1.2
Brazil		5.7
Cambodia		0.9
Canada		1.5
Colombia		0.7
Germany		3.3
Hong Kong		1.1
India		9.0
Indonesia		4.4
Italy		1.4
Japan		3.9
Kazakhstan		1.0
Korea		0.5
Malaysia		<0.1
Nigeria		0.7
Norway		0.8
Philippines		2.5
South Africa		4.5
Sweden		1.8
Switzerland		1.1
Thailand		1.2
Turkey		1.4
United Kingdom		7.5
United States		41.4

TOTAL		100.0	%


WASATCH HERITAGE GROWTH FUND (WAHGX) — Schedule of Investments		*SEPTEMBER 30, 2012*


Shares			Value

		COMMON STOCKS 93.1%

		Aerospace & Defense 1.9%
	15,030	TransDigm Group, Inc.*	$	2,132,306

		Air Freight & Logistics 3.3%
	25,563	CH Robinson Worldwide, Inc.		1,496,714
	61,612	Expeditors International of Washington, Inc.		2,240,212

				3,736,926

		Apparel Retail 3.9%
	49,953	Ross Stores, Inc.		3,226,964
	31,343	Urban Outfitters, Inc.*		1,177,243

				4,404,207

		Application Software 3.0%
	45,279	ANSYS, Inc.*		3,323,479

		Asset Management & Custody Banks 5.2%
	109,054	CETIP S.A. — Mercados Organizados (Brazil)		1,431,275
	84,665	SEI Investments Co.		1,816,064
	40,174	T. Rowe Price Group, Inc.		2,543,014

				5,790,353

		Automobile Manufacturers 1.3%
	47,799	Tesla Motors, Inc.*		1,399,555

		Automotive Retail 0.7%
	10,016	O’Reilly Automotive, Inc.*		837,538

		Communications Equipment 2.6%
	14,472	F5 Networks, Inc.*		1,515,218
	58,715	Riverbed Technology, Inc.*		1,366,298

				2,881,516

		Data Processing & Outsourced Services 2.7%
	21,369	Alliance Data Systems Corp.*		3,033,330

		Distributors 2.9%
	172,816	LKQ Corp.*		3,197,096

		Diversified Support Services 3.5%
	142,057	Copart, Inc.*		3,939,241

		Electrical Components & Equipment 2.2%
	68,339	Polypore International, Inc.*		2,415,784

		Electronic Components 3.6%
	68,390	Amphenol Corp., Class A		4,026,803

		Electronic Manufacturing Services 1.2%
	24,088	IPG Photonics Corp.*		1,380,242

		Environmental & Facilities Services 1.1%
	14,058	Stericycle, Inc.*		1,272,530

		Health Care Equipment 2.0%
	53,062	St. Jude Medical, Inc.		2,235,502

		Health Care Services 2.6%
	29,331	Catamaran Corp.* (Canada)		2,873,558

		Health Care Supplies 1.0%
	31,155	Align Technology, Inc.*		1,151,800

		Industrial Machinery 1.9%
	52,177	IDEX Corp.		2,179,433


Shares			Value

		IT Consulting & Other Services 5.5%
	88,205	Cognizant Technology Solutions Corp., Class A*	$	6,167,294

		Leisure Facilities 1.0%
	25,474	Life Time Fitness, Inc.*		1,165,181

		Life Sciences Tools & Services 1.8%
	42,675	Covance, Inc.*		1,992,496

		Oil & Gas Equipment & Services 3.6%
	22,870	CARBO Ceramics, Inc.		1,438,981
	21,140	Core Laboratories N.V.		2,568,087

				4,007,068

		Oil & Gas Exploration & Production 4.1%
	266,025	SandRidge Energy, Inc.*		1,854,194
	123,678	Ultra Petroleum Corp.*		2,718,443

				4,572,637

		Personal Products 2.1%
	50,289	Herbalife Ltd.		2,383,699

		Regional Banks 2.4%
	40,344	Signature Bank*		2,706,275

		Research & Consulting Services 4.2%
	47,893	IHS, Inc., Class A*		4,662,384

		Restaurants 2.9%
	62,830	Tim Hortons, Inc. (Canada)		3,269,045

		Semiconductors 6.6%
	38,309	Altera Corp.		1,301,931
	36,326	Linear Technology Corp.		1,156,983
	97,141	Microchip Technology, Inc.		3,180,396
	47,627	Silicon Laboratories, Inc.*		1,750,769

				7,390,079

		Specialized Finance 5.2%
	18,784	IntercontinentalExchange, Inc.*		2,505,973
	52,435	MSCI, Inc., Class A*		1,876,649
	405,779	Power Finance Corp. Ltd. (India)		1,454,019

				5,836,641

		Trading Companies & Distributors 4.7%
	77,181	MSC Industrial Direct Co., Inc., Class A		5,206,630

		Trucking 1.7%
	37,154	J.B. Hunt Transport Services, Inc.		1,933,494

		Wireless Telecommunication Services 0.7%
	93,945	NII Holdings, Inc.*		737,468


		Total Common Stocks (cost $83,842,794)		104,241,590


WASATCH HERITAGE GROWTH FUND (WAHGX) — Schedule of Investments *(continued)*		*SEPTEMBER 30, 2012*


Principal Amount			Value

		SHORT-TERM INVESTMENTS 7.0%

		Repurchase Agreement 7.0%
	$7,801,469	Repurchase Agreement dated 9/28/12, 0.01% due 10/1/12 with State Street Bank and Trust Co. collateralized by $5,855,000 of United States Treasury Bonds 4.500% due 8/15/39; value: $7,960,452; repurchase proceeds: $7,801,476 (cost $7,801,469)	$	7,801,469


		Total Short-Term Investments (cost $7,801,469)		7,801,469


		Total Investments (cost $91,644,263) 100.1%		112,043,059

		Liabilities less Other Assets (0.1%)		(90,757	)


		NET ASSETS 100.0%	$	111,952,302


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

At September 30, 2012, Wasatch Heritage Growth Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Brazil		1.4
Canada		5.9
India		1.4
United States		91.3

TOTAL		100.0	%


WASATCH INTERNATIONAL GROWTH FUND (WAIGX) — Schedule of Investments		*SEPTEMBER 30, 2012*


Shares			Value


		COMMON STOCKS 95.4%

		Advertising 1.6%
	418,146	REA Group Ltd. (Australia)	$	6,799,525

		Apparel Retail 1.7%
	163,120	Cia. Hering (Brazil)		3,688,560
	310,160	Truworths International Ltd. (South Africa)		3,509,083

				7,197,643

		Apparel, Accessories & Luxury Goods 1.8%
	204,133	Salvatore Ferragamo Italia S.p.A. (Italy)		4,251,108
	5,686,627	Trinity Ltd. (China)		3,806,143

				8,057,251

		Application Software 1.4%
	317,062	Computer Modelling Group Ltd. (Canada)		6,227,399

		Asset Management & Custody Banks 3.7%
	1,369,519	Aberdeen Asset Management plc (United Kingdom)		6,881,249
	332,875	CETIP S.A. — Mercados Organizados (Brazil)		4,368,805
	22,589	Partners Group Holding AG (Switzerland)		4,704,589

				15,954,643

		Automotive Retail 0.9%
	385,085	ARB Corp. Ltd. (Australia)		3,905,195

		Biotechnology 2.2%
	1,492,453	Abcam plc (United Kingdom)		9,684,022

		Casinos & Gaming 3.9%
	1,893,069	Galaxy Entertainment Group Ltd.* (Hong Kong)		6,371,915
	11,454,253	NagaCorp Ltd. (Cambodia)		6,410,907
	2,011,947	SJM Holdings Ltd. (Hong Kong)		4,369,398

				17,152,220

		Catalog Retail 0.6%
	23,355	Hyundai Home Shopping Network Corp. (Korea)		2,521,628

		Coal & Consumable Fuels 1.9%
	975,245	PT Indo Tambangraya Megah Tbk (Indonesia)		4,295,358
	2,397,985	PT Tambang Batubara Bukit Asam (Persero) Tbk (Indonesia)		4,059,285

				8,354,643

		Commodity Chemicals 0.1%
	103,010	TSRC Corp. (Taiwan)		228,415

		Construction & Engineering 1.0%
	600,153	Kentz Corp. Ltd. (United Kingdom)		4,176,742

		Construction Materials 2.7%
	2,946,071	PT Indocement Tunggal Prakarsa Tbk (Indonesia)		6,264,634
	3,736,935	PT Semen Gresik (Persero) Tbk (Indonesia)		5,642,498

				11,907,132

		Consumer Finance 1.9%
	481,100	Mahindra & Mahindra Financial Services Ltd. (India)		8,199,542


Shares			Value

		Data Processing & Outsourced Services 2.6%
	487,591	Wirecard AG (Germany)	$	11,207,850

		Department Stores 1.8%
	105,600	Lojas Renner S.A. (Brazil)		3,537,802
	561,489	Woolworths Holdings Ltd. (South Africa)		4,108,217

				7,646,019

		Distributors 0.6%
	2,717,607	Dah Chong Hong Holdings Ltd. (China)		2,474,311


		Diversified Banks 3.4%
	2,019,000	Metropolitan Bank & Trust (Philippines)		4,476,987
	6,196,519	PT Bank Tabungan Pensiunan Nasional Tbk* (Indonesia)		3,399,344
	1,805,103	Security Bank Corp. (Philippines)		7,096,653

				14,972,984


		Drug Retail 1.3%
	499,940	Clicks Group Ltd. (South Africa)		3,482,783
	25,100	Cosmos Pharmaceutical Corp. (Japan)		2,304,905

				5,787,688


		Electronic Equipment & Instruments 3.0%
	722,915	Halma plc (United Kingdom)		4,949,369
	369,967	Oxford Instruments plc (United Kingdom)		8,216,085

				13,165,454


		Fertilizers & Agricultural Chemicals 0.7%
	220,169	Phosagro OAO GDR (Russia)		2,952,466


		Food Retail 1.0%
	102,270	BIM Birlesik Magazalar A.S. (Turkey)		4,272,525


		Gold 2.6%
	259,500	Alamos Gold, Inc. (Canada)		5,044,037
	288,789	Koza Altin Isletmeleri A.S. (Turkey)		6,209,305

				11,253,342


		Health Care Equipment 2.9%
	940,107	Elekta AB, Class B (Sweden)		12,429,308


		Health Care Technology 2.5%
	393,944	EMIS Group plc (United Kingdom)		5,121,882
	2,922	M3, Inc. (Japan)		5,549,854

				10,671,736


		Hypermarkets & Super Centers 2.2%
	806,760	Big C Supercenter Public Co. Ltd.*** (Thailand)		4,901,368
	61,000	PriceSmart, Inc.		4,618,920

				9,520,288


		Industrial Machinery 4.1%
	100,672	Andritz AG (Austria)		5,706,815
	337,129	Rotork plc (United Kingdom)		12,321,963

				18,028,778


		Internet Retail 2.9%
	173,889	ASOS plc* (United Kingdom)		6,170,230
	205,656	Start Today Co. Ltd. (Japan)		2,949,984
	287,401	Yoox S.p.A.* (Italy)		3,682,050

				12,802,264


WASATCH INTERNATIONAL GROWTH FUND (WAIGX) — Schedule of Investments *(continued)*


Shares			Value


		Internet Software & Services 2.9%
	812,290	carsales.com Ltd. (Australia)	$	6,541,074
	165,676	Kakaku.com, Inc. (Japan)		6,231,947

				12,773,021


		Life & Health Insurance 1.2%
	1,015,816	Bangkok Life Assurance Public Co. Ltd. NVDR (Thailand)		1,452,109
	539,825	Discovery Holdings Ltd. (South Africa)		3,606,002

				5,058,111

		Marine Ports & Services 2.1%
	3,652,822	International Container Terminal Services, Inc. (Philippines)		6,164,657
	219,200	Santos Brasil Participacoes S.A.** (Brazil)		3,136,450

				9,301,107

		Multi-Sector Holdings 2.5%
	10,033,880	First Pacific Co. Ltd. (Hong Kong)		10,895,421

		Oil & Gas Drilling 1.0%
	130,800	Eurasia Drilling Co. Ltd., GDR (Russia)		4,316,400

		Oil & Gas Equipment & Services 3.6%
	32,975	Core Laboratories N.V.		4,005,803
	117,740	ShawCor Ltd., Class A (Canada)		5,111,268
	200,104	TGS-NOPEC Geophysical Co. ASA (Norway)		6,530,714

				15,647,785

		Oil & Gas Exploration & Production 4.3%
	1,782,000	Afren plc* (Nigeria)		4,032,228
	215,923	Coastal Energy Co.* (Thailand)		4,014,721
	528,422	Gran Tierra Energy, Inc.* (Colombia)		2,731,942
	668,396	Premier Oil plc* (United Kingdom)		3,874,418
	409,337	Zhaikmunai L.P. GDR (Kazakhstan)		4,175,237

				18,828,546

		Packaged Foods & Meats 1.5%
	7,499,227	Vitasoy International Holdings Ltd. (Hong Kong)		6,528,047

		Personal Products 1.5%
	500,470	Godrej Consumer Products Ltd. (India)		6,347,795

		Pharmaceuticals 1.0%
	9,199,540	PT Kalbe Farma Tbk (Indonesia)		4,518,060

		Publishing 1.6%
	267,651	Rightmove plc (United Kingdom)		6,778,196

		Real Estate Operating Companies 1.7%
	250,000	Multiplan Empreendimentos Imobiliarios S.A. (Brazil)		7,362,773

		Research & Consulting Services 0.9%
	459,345	ALS Ltd. (Australia)		4,099,854

		Restaurants 1.6%
	421,204	Toridoll.corp (Japan)		6,834,855

		Soft Drinks 1.3%
	291,939	Coca-Cola Icecek A.S. (Turkey)		5,463,947

		Specialized Finance 0.5%
	273,400	Oslo Bors VPS Holding ASA (Norway)		2,387,064


Shares			Value

		Specialty Stores 2.7%
	2,237,907	L’Occitane International S.A. (Luxembourg)	$	5,916,418
	8,547,030	Sa Sa International Holdings Ltd. (Hong Kong)		5,841,900

				11,758,318

		Thrifts & Mortgage Finance 2.5%
	1,383,955	Gruh Finance Ltd. (India)		5,431,390
	1,007,833	LIC Housing Finance Ltd. (India)		5,399,822

				10,831,212

		Trading Companies & Distributors 4.0%
	506,957	MonotaRO Co. Ltd. (Japan)		13,894,569
	475,926	Seven Group Holdings Ltd. (Australia)		3,367,618

				17,262,187


		Total Common Stocks (cost $312,939,951)		414,543,712


Principal Amount			Value
		SHORT-TERM INVESTMENTS 4.1%

		Repurchase Agreement 4.1%
	$17,951,553	Repurchase Agreement dated 9/28/12, 0.01% due 10/1/12 with State Street Bank and Trust Co. collateralized by $13,470,000 of United States Treasury Bonds 4.500% due 8/15/39; value: $18,313,799; repurchase proceeds: $17,951,568 (cost $17,951,553)	$	17,951,553


		Total Short-Term Investments (cost $17,951,553)		17,951,553


		Total Investments (cost $330,891,504) 99.5%		432,495,265

		Other Assets less Liabilities 0.5%		2,329,052


		NET ASSETS 100.0%	$	434,824,317


		Non-income producing. Common units. **Security was fair valued under procedures adopted by the Board of Trustees (see Note 15). GDR Global Depositary Receipt. NVDR Non-Voting Depositary Receipt. See Notes to Financial Statements.


		*SEPTEMBER 30, 2012*

At September 30, 2012, Wasatch International Growth Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Australia		6.0
Austria		1.4
Brazil		5.3
Cambodia		1.5
Canada		4.0
China		1.5
Colombia		0.7
Germany		2.7
Hong Kong		8.2
India		6.1
Indonesia		6.8
Italy		1.9
Japan		9.1
Kazakhstan		1.0
Korea		0.6
Luxembourg		1.4
Nigeria		1.0
Norway		2.2
Philippines		4.3
Russia		1.8
South Africa		3.5
Sweden		3.0
Switzerland		1.1
Taiwan		0.1
Thailand		2.5
Turkey		3.8
United Kingdom		16.4
United States		2.1

TOTAL		100.0	%


WASATCH INTERNATIONAL OPPORTUNITIES FUND (WAIOX) — Schedule of Investments


Shares			Value

		COMMON STOCKS 97.1%

		Apparel Retail 0.9%
	2,435,225	Padini Holdings Berhad (Malaysia)	$	1,673,147

		Apparel, Accessories & Luxury Goods 4.3%
	36,908	Gerry Weber International AG (Germany)		1,526,788
	36,300	Page Industries Ltd. (India)		2,202,294
	515,100	Restoque Comercio e Confeccoes de Roupas S.A. (Brazil)		2,325,479
	163,206	Ted Baker plc (United Kingdom)		2,369,709

				8,424,270

		Application Software 2.8%
	163,000	Computer Modelling Group Ltd. (Canada)		3,201,475
	1,539,295	Technology One Ltd. (Australia)		2,183,186

				5,384,661

		Auto Parts & Equipment 1.1%
	69,407	WABCO India Ltd. (India)		2,171,231

		Biotechnology 2.1%
	614,468	Abcam plc (United Kingdom)		3,987,075

		Brewers 1.9%
	362,475	Carlsberg Brewery Malaysia Berhad (Malaysia)		1,363,802
	102,990	Olvi Oyj, Class A (Finland)		2,404,439

				3,768,241

		Building Products 0.9%
	1,069,151	Dynasty Ceramic Public Co. Ltd.*** (Thailand)		1,762,814

		Catalog Retail 0.8%
	14,240	Hyundai Home Shopping Network Corp. (Korea)		1,537,486

		Coal & Consumable Fuels 0.6%
	3,842,115	PT Resource Alam Indonesia Tbk (Indonesia)		1,194,388

		Commodity Chemicals 3.0%
	1,224,627	Berger Paints India Ltd. (India)		3,423,476
	130,700	Tikkurila Oyj (Finland)		2,486,485

				5,909,961

		Construction & Engineering 1.2%
	190,615	Kentz Corp. Ltd. (United Kingdom)		1,326,578
	144,478	Lycopodium Ltd. (Australia)		929,242

				2,255,820

		Construction & Farm Machinery & Heavy Trucks 1.1%
	48,845	Eicher Motors Ltd. (India)		2,185,500

		Construction Materials 0.9%
	6,997,973	Diamond Building Products Public Co. Ltd.*** (Thailand)		1,761,998

		Data Processing & Outsourced Services 2.9%
	80,000	GMO Payment Gateway, Inc. (Japan)		1,449,795
	183,361	Wirecard AG (Germany)		4,214,767

				5,664,562

		Department Stores 2.1%
	517,057	Parkson Retail Asia Ltd.* (Malaysia)		611,527
	5,159,900	PT Mitra Adiperkasa Tbk (Indonesia)		3,450,717

				4,062,244

		Diversified Banks 2.5%
	4,170,000	EastWest Banking Corp.* (Philippines)		2,289,177
	5,922,575	South Indian Bank Ltd. (India)		2,560,142

				4,849,319


Shares			Value

		Diversified Metals & Mining 0.6%
	702,700	Imdex Ltd. (Australia)	$	1,197,430

		Diversified Support Services 0.5%
	256,000	Vicom Ltd. (Singapore)		1,021,077

		Drug Retail 1.8%
	37,353	Cosmos Pharmaceutical Corp. (Japan)		3,430,085

		Electrical Components & Equipment 1.4%
	648,140	Amara Raja Batteries Ltd. (India)		2,681,895

		Electronic Equipment & Instruments 1.6%
	143,460	Oxford Instruments plc (United Kingdom)		3,185,904

		Environmental & Facilities Services 1.0%
	465,656	RPS Group plc (United Kingdom)		1,872,681

		Food Retail 3.6%
	1,609,000	Philippine Seven Corp. (Philippines)		2,815,701
	3,230,000	PT Sumber Alfaria Trijaya Tbk (Indonesia)		1,856,322
	75,942	Rami Levi Chain Stores Hashikma Marketing 2006 Ltd. (Israel)		2,325,942

				6,997,965

		Footwear 1.3%
	139,320	Bata India Ltd. (India)		2,581,957

		Gold 1.5%
	139,704	Koza Altin Isletmeleri A.S. (Turkey)		3,003,801

		Health Care Facilities 2.7%
	1,719,730	KPJ Healthcare Berhad (Malaysia)		3,432,146
	958,205	Raffles Medical Group Ltd. (Singapore)		1,899,215

				5,331,361

		Health Care Supplies 0.9%
	19,706	Sartorius Stedim Biotech (France)		1,774,094

		Heavy Electrical Equipment 0.6%
	216,583	TD Power Systems Ltd. (India)		1,116,894

		Home Improvement Retail 0.9%
	93,613	Cashbuild Ltd. (South Africa)		1,746,417

		Household Appliances 1.3%
	35,400	TTK Prestige Ltd. (India)		2,495,349

		Hypermarkets & Super Centers 1.0%
	2,822,900	Puregold Price Club, Inc. (Philippines)		2,009,832

		Industrial Machinery 1.9%
	61,700	FAG Bearings India Ltd. (India)		2,105,427
	132,047	SKF India Ltd. (India)		1,668,581

				3,774,008

		Internet Retail 2.8%
	864,000	Webjet Ltd. (Australia)		3,671,752
	140,869	Yoox S.p.A.* (Italy)		1,804,749

				5,476,501

		Internet Software & Services 2.5%
	76,000	Kakaku.com, Inc. (Japan)		2,858,760
	354,930	PChome Online, Inc. (Taiwan)		2,009,940

				4,868,700

		IT Consulting & Other Services 2.6%
	612,325	EOH Holdings Ltd. (South Africa)		2,874,263
	15,625,000	PT Astra Graphia Tbk (Indonesia)		2,253,135

				5,127,398

		Marine Ports & Services 0.3%
	222,475	Veripos, Inc.* (Norway)		621,580


		*SEPTEMBER 30, 2012*


Shares			Value

		Metal & Glass Containers 1.0%
	119,158	Winpak Ltd. (Canada)	$	1,900,420

		Office Services & Supplies 1.0%
	92,804	Adel Kalemcilik Ticaret ve Sanayi AS (Turkey)		1,866,160

		Oil & Gas Equipment & Services 0.5%
	361,200	Electromagnetic GeoServices AS* (Norway)		886,175

		Oil & Gas Exploration & Production 3.4%
	766,591	Afren plc* (Nigeria)		1,734,607
	99,210	Coastal Energy Co.* (Thailand)		1,844,641
	269,711	Gran Tierra Energy, Inc.* (Colombia)		1,394,406
	149,050	TransGlobe Energy Corp.* (Egypt)		1,622,168

				6,595,822

		Oil & Gas Refining & Marketing 1.2%
	10,519	Hankook Shell Oil Co. Ltd. (Korea)		2,280,927

		Packaged Foods & Meats 10.2%
	869,300	Grupo Herdez S.A.B. de C.V. (Mexico)		2,241,121
	1,253,000	Petra Foods Ltd. (Singapore)		2,503,956
	183,660	Pinar Sut Mamulleri Sanayii A.S. (Turkey)		1,534,549
	4,799,000	PT Nippon Indosari Corpindo Tbk (Indonesia)		2,883,412
	832,415	Standard Foods Corp. (Taiwan)		2,308,675
	2,813,000	Super Group Ltd. (Singapore)		5,024,853
	3,743,120	Vitasoy International Holdings Ltd. (Hong Kong)		3,258,371

				19,754,937

		Photographic Products 0.6%
	14,147,500	PT Modern Internasional Tbk* (Indonesia)		1,093,955

		Regional Banks 0.7%
	345,400	Banregio Grupo Financiero S.A.B. de C.V. (Mexico)		1,304,263

		Research & Consulting Services 2.7%
	125,187	eClerx Services Ltd. (India)		1,828,141
	69,600	Nihon M&A Center, Inc. (Japan)		2,017,223
	651,301	Sporton International, Inc. (Taiwan)		1,459,753

				5,305,117

		Restaurants 5.3%
	313,067	Domino’s Pizza Enterprises Ltd. (Australia)		3,389,544
	271,057	Famous Brands Ltd. (South Africa)		2,365,259
	389,072	Spur Corp. Ltd. (South Africa)		1,030,226
	222,595	Toridoll.corp (Japan)		3,612,037

				10,397,066

		Soft Drinks 1.4%
	28,383,332	Pepsi-Cola Products Philippines, Inc.* (Philippines)		2,748,859

		Specialized Finance 0.8%
	174,495	Oslo Bors VPS Holding ASA (Norway)		1,523,521

		Specialty Chemicals 1.2%
	673,719	DuluxGroup Ltd. (Australia)		2,310,091

		Tires & Rubber 0.6%
	199,183	Goodyear India Ltd. (India)		1,194,267

		Tobacco 0.9%
	26,488	Godfrey Phillips India Ltd. (India)		1,760,175

		Trading Companies & Distributors 4.7%
	33,727	Indutrade AB (Sweden)		1,002,334
	215,420	MonotaRO Co. Ltd. (Japan)		5,904,185
	2,507,500	PT Hexindo Adiperkasa Tbk (Indonesia)		2,174,739

				9,081,258


Shares			Value

		Trucking 1.0%
	113,766	Tegma Gestao Logistica (Brazil)	$	1,878,746


		Total Common Stocks (cost $148,752,386)		188,789,405


Principal Amount			Value
		SHORT-TERM INVESTMENTS 4.0%

		Repurchase Agreement 4.0%
	$7,818,066	Repurchase Agreement dated 9/28/12, 0.01% due 10/1/12 with State Street Bank and Trust Co. collateralized by $5,870,000 of United States Treasury Bonds 4.500% due 8/15/39; value: $7,980,846; repurchase proceeds: $ 7,818,073 (cost $7,818,066)	$	7,818,066


		Total Short-Term Investments (cost $7,818,066)		7,818,066


		Total Investments (cost $156,570,452) 101.1%		196,607,471

		Liabilities less Other Assets (1.1%)		(2,044,243	)


		NET ASSETS 100.0%	$	194,563,228


		Non-income producing. **Security was fair valued under procedures adopted by the Board of Trustees (see Note 15). See Notes to Financial Statements.

At September 30, 2012, Wasatch International Opportunities Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Australia		7.3
Brazil		2.2
Canada		2.7
Colombia		0.7
Egypt		0.9
Finland		2.6
France		0.9
Germany		3.0
Hong Kong		1.7
India		15.9
Indonesia		7.9
Israel		1.2
Italy		1.0
Japan		10.2
Korea		2.0
Malaysia		3.8
Mexico		1.9
Nigeria		0.9
Norway		1.6
Philippines		5.2
Singapore		5.5
South Africa		4.3
Sweden		0.5
Taiwan		3.1
Thailand		2.8
Turkey		3.4
United Kingdom		6.8

TOTAL		100.0	%


WASATCH LARGE CAP VALUE FUND (FMIEX / WILCX) — Schedule of Investments


Shares			Value

		COMMON STOCKS 96.7%

		Aerospace & Defense 3.9%
	266,000	L-3 Communications Holdings, Inc.	$	19,074,860
	235,000	Raytheon Co.		13,432,600
	344,000	Rockwell Collins, Inc.		18,452,160

				50,959,620

		Agricultural Products 1.3%
	612,368	Archer Daniels Midland Co.		16,644,162

		Asset Management & Custody Banks 3.0%
	132,000	BlackRock, Inc.		23,535,600
	335,000	Northern Trust Corp.		15,549,025

				39,084,625

		Auto Parts & Equipment 1.3%
	632,000	Johnson Controls, Inc.		17,316,800

		Automobile Manufacturers 1.2%
	1,618,000	Ford Motor Co.		15,953,480

		Communications Equipment 1.9%
	480,000	Harris Corp.		24,585,600

		Computer & Electronics Retail 1.0%
	771,000	Best Buy Co., Inc.		13,253,490

		Construction & Engineering 1.5%
	362,200	Fluor Corp.		20,384,616

		Construction & Farm Machinery & Heavy Trucks 1.4%
	216,700	Deere & Co.		17,875,583

		Department Stores 1.2%
	410,000	Macy’s, Inc.		15,424,200

		Diversified Chemicals 1.2%
	327,875	E.I. du Pont de Nemours and Co.		16,482,276

		Drug Retail 3.0%
	452,000	CVS Caremark Corp.		21,885,840
	473,000	Walgreen Co.		17,236,120

				39,121,960

		Electric Utilities 3.0%
	280,666	Duke Energy Corp.		18,187,157
	303,000	NextEra Energy, Inc.		21,309,990

				39,497,147

		Electrical Components & Equipment 1.4%
	381,230	Emerson Electric Co.		18,401,972

		Electronic Components 0.8%
	824,600	Corning, Inc.		10,843,490

		Environmental & Facilities Services 1.3%
	543,000	Waste Management, Inc.		17,419,440

		Fertilizers & Agricultural Chemicals 0.2%
	64,000	Potash Corp. of Saskatchewan, Inc. (Canada)		2,778,880

		Food Distributors 1.5%
	631,000	Sysco Corp.		19,731,370

		Gold 1.6%
	496,000	Barrick Gold Corp. (Canada)		20,712,960

		Health Care Distributors 1.6%
	251,798	McKesson Corp.		21,662,182


Shares			Value

		Health Care Equipment 5.0%
	210,285	C.R. Bard, Inc.	$	22,006,325
	592,000	Medtronic, Inc.		25,527,040
	277,000	Zimmer Holdings, Inc.		18,730,740

				66,264,105

		Home Improvement Retail 0.7%
	302,000	Lowe’s Cos., Inc.		9,132,480

		Household Products 1.9%
	60,255	Energizer Holdings, Inc.		4,495,626
	234,000	Kimberly-Clark Corp.		20,072,520

				24,568,146

		Hypermarkets & Super Centers 2.0%
	353,680	Wal-Mart Stores, Inc.		26,101,584

		Industrial Machinery 1.0%
	158,000	Parker Hannifin Corp.		13,205,640

		Insurance Brokers 1.6%
	613,000	Marsh & McLennan Cos., Inc.		20,799,090

		Integrated Oil & Gas 2.2%
	188,000	Chevron Corp.		21,913,280
	77,000	Occidental Petroleum Corp.		6,626,620

				28,539,900

		Integrated Telecommunication Services 1.7%
	577,760	AT&T, Inc.		21,781,552

		Internet Software & Services 0.6%
	165,000	eBay, Inc.*		7,987,650

		Investment Banking & Brokerage 1.3%
	152,450	Goldman Sachs Group, Inc. (The)		17,330,516

		Life & Health Insurance 2.9%
	635,350	MetLife, Inc.		21,894,161
	831,610	Unum Group		15,983,544

				37,877,705

		Managed Health Care 1.5%
	345,000	WellPoint, Inc.		20,013,450

		Multi-Line Insurance 1.7%
	558,809	Loews Corp.		23,056,459

		Oil & Gas Drilling 2.6%
	321,210	Ensco plc, Class A		17,525,218
	369,000	Transocean Ltd. (Switzerland)		16,564,410

				34,089,628

		Oil & Gas Equipment & Services 2.9%
	441,000	Halliburton Co.		14,857,290
	287,000	National Oilwell Varco, Inc.		22,991,570

				37,848,860

		Oil & Gas Exploration & Production 5.3%
	268,000	Anadarko Petroleum Corp.		18,738,560
	391,000	ConocoPhillips		22,357,380
	957,000	Marathon Oil Corp.		28,298,490

				69,394,430

		Oil & Gas Storage & Transportation 2.4%
	601,000	Spectra Energy Corp.		17,645,360
	393,000	Williams Cos., Inc. (The)		13,743,210

				31,388,570


		*SEPTEMBER 30, 2012*



Shares			Value

		Other Diversified Financial Services 2.5%
	798,000	JPMorgan Chase & Co.	$	32,303,040

		Packaged Foods & Meats 1.6%
	370,000	HJ Heinz Co.		20,701,500

		Pharmaceuticals 7.2%
	313,000	Abbott Laboratories		21,459,280
	144,000	Johnson & Johnson		9,923,040
	563,000	Merck & Co., Inc.		25,391,300
	861,000	Pfizer, Inc.		21,395,850
	398,342	Teva Pharmaceutical Industries Ltd. ADR (Israel)		16,495,342

				94,664,812

		Property & Casualty Insurance 3.6%
	519,000	Allstate Corp. (The)		20,557,590
	388,000	Travelers Cos., Inc. (The)		26,484,880

				47,042,470

		Regional Banks 1.8%
	377,000	PNC Financial Services Group, Inc.		23,788,700

		Semiconductors 2.0%
	1,170,000	Intel Corp.		26,535,600

		Specialized REITs 1.3%
	649,000	Weyerhaeuser Co.		16,964,860

		Steel 0.5%
	177,000	Nucor Corp.		6,772,020

		Systems Software 3.4%
	827,000	Microsoft Corp.		24,628,060
	1,095,000	Symantec Corp.*		19,710,000

				44,338,060

		Technology Distributors 0.9%
	410,000	Avnet, Inc.*		11,926,900

		Water Utilities 1.3%
	478,000	American Water Works Co., Inc.		17,714,680


		Total Common Stocks (cost $1,009,578,172)		1,270,266,260


Principal Amount			Value


		SHORT-TERM INVESTMENTS 3.4%

		Repurchase Agreement 3.4%
	$44,867,332	Repurchase Agreement dated 9/28/12, 0.01% due 10/1/12 with State Street Bank and Trust Co. collateralized by $33,665,000 of United States Treasury Bonds 4.500% due 8/15/39; value: $45,770,900; repurchase proceeds: $44,867,369 (cost $44,867,332)	$	44,867,332


		Total Short-Term Investments (cost $44,867,332)		44,867,332


		Total Investments (cost $1,054,445,504) 100.1%		1,315,133,592

		Liabilities less Other Assets (0.1%)		(1,257,913	)


		NET ASSETS 100.0%	$	1,313,875,679


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

At September 30, 2012, Wasatch Large Cap Value Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Canada		1.9
Israel		1.3
Switzerland		1.3
United States		95.5

TOTAL		100.0	%


WASATCH LONG/SHORT FUND (FMLSX) — Schedule of Investments


Shares			Value

		COMMON STOCKS 76.0%

		Advertising 2.0%
	2,737,667	Interpublic Group of Cos., Inc. (The)‡	$	30,442,857

		Airlines 1.8%
	3,211,600	Southwest Airlines Co.		28,165,732

		Apparel Retail 1.0%
	855,194	Chico’s FAS, Inc.‡		15,487,563

		Automobile Manufacturers 1.6%
	1,071,500	General Motors Co.*		24,376,625

		Automotive Retail 0.9%
	1,408,600	Pep Boys — Manny, Moe & Jack (The)		14,339,548

		Communications Equipment 3.9%
	1,230,105	Acme Packet, Inc.* ‡		21,034,795
	2,040,600	Cisco Systems, Inc.‡		38,955,054

				59,989,849

		Computer & Electronics Retail 0.7%
	527,800	GameStop Corp., Class A		11,083,800

		Computer Hardware 1.7%
	2,802,900	Silicon Graphics International Corp.* ‡‡		25,506,390

		Construction & Engineering 1.3%
	1,013,488	Aegion Corp.*		19,418,430

		Data Processing & Outsourced Services 3.0%
	2,189,000	Convergys Corp.		34,301,630
	678,600	Western Union Co. (The)‡		12,364,092

				46,665,722

		Electrical Components & Equipment 0.7%
	234,900	Emerson Electric Co.		11,338,623

		Electronic Equipment & Instruments 0.6%
	197,900	Itron, Inc.*		8,539,385

		Environmental & Facilities Services 1.3%
	722,352	Republic Services, Inc.‡		19,871,904

		Fertilizers & Agricultural Chemicals 3.8%
	1,000,400	Mosaic Co. (The)‡		57,633,044

		General Merchandise Stores 1.4%
	344,000	Target Corp.‡		21,833,680

		Gold 1.9%
	1,508,300	Yamana Gold, Inc. (Canada)		28,823,613

		Health Care Equipment 1.7%
	352,900	Medtronic, Inc.‡		15,217,048
	208,800	Stryker Corp.		11,621,808

				26,838,856

		Heavy Electrical Equipment 0.6%
	336,200	General Cable Corp.*		9,877,556

		Hypermarkets & Super Centers 0.9%
	187,900	Wal-Mart Stores, Inc.‡		13,867,020

		Insurance Brokers 1.3%
	377,000	Aon plc		19,713,330

		Integrated Telecommunication Services 0.7%
	841,700	Telefonica S.A., ADR (Spain)		11,177,776


Shares			Value

		Internet Software & Services 1.7%
	435,600	Akamai Technologies, Inc.* ‡	$	16,666,056
	181,225	Ancestry.com, Inc.*		5,451,248
	254,022	WebMD Health Corp.*		3,563,929

				25,681,233

		Life & Health Insurance 3.0%
	496,100	MetLife, Inc.		17,095,606
	1,546,736	Unum Group‡		29,728,266

				46,823,872

		Multi-Line Insurance 3.9%
	1,465,171	Loews Corp.‡		60,452,955

		Oil & Gas Drilling 10.5%
	979,100	Ensco plc, Class A‡		53,419,696
	454,362	Helmerich & Payne, Inc.		21,632,175
	1,048,644	Noble Corp.* ‡		37,520,482
	3,081,300	Patterson-UTI Energy, Inc.‡		48,807,792

				161,380,145

		Oil & Gas Equipment & Services 2.2%
	992,700	Halliburton Co.		33,444,063

		Oil & Gas Exploration & Production 8.0%
	205,014	Anadarko Petroleum Corp.		14,334,579
	417,500	ConocoPhillips		23,872,650
	2,291,600	Denbury Resources, Inc.*		37,032,256
	354,370	Devon Energy Corp.‡		21,439,385
	490,380	Energen Corp.‡		25,700,816

				122,379,686

		Other Diversified Financial Services 1.4%
	667,200	Citigroup, Inc.		21,830,784

		Personal Products 1.1%
	1,102,509	Avon Products, Inc.		17,585,019

		Pharmaceuticals 1.3%
	330,800	Novartis AG ADR (Switzerland)		20,264,808

		Property & Casualty Insurance 3.0%
	367,103	Allstate Corp. (The)‡		14,540,950
	1,178,200	CNA Financial Corp.‡		31,575,760

				46,116,710

		Regional Banks 0.8%
	768,200	Fifth Third Bancorp‡		11,914,782

		Research & Consulting Services 0.8%
	939,500	Resources Connection, Inc.		12,316,845

		Semiconductors 0.0%
	18,010	Intel Corp.		408,467

		Steel 0.5%
	621,400	Commercial Metals Co.		8,202,480

		Systems Software 3.0%
	918,500	Microsoft Corp.‡		27,352,930
	589,100	Oracle Corp.		18,550,759

				45,903,689

		Trucking 0.9%
	949,900	Knight Transportation, Inc.		13,583,570

		Wireless Telecommunication Services 1.1%
	570,300	Vodafone Group plc ADR (United Kingdom)		16,250,698


		Total Common Stocks (cost $1,067,948,641)		1,169,531,109


		*SEPTEMBER 30, 2012*


Principal Amount			Value

		SHORT-TERM INVESTMENTS 22.9%

		Repurchase Agreement 22.9%
	$351,350,087	Repurchase Agreement dated 9/28/12, 0.01% due 10/1/12 with State Street Bank and Trust Co. collateralized by $263,595,000 of United States Treasury Bonds 4.500% due 8/15/39; value: $358,383,498; repurchase proceeds: $351,350,380‡ (cost $351,350,087)	$	351,350,087


		Total Short-Term Investments (cost $351,350,087)		351,350,087


		Total Investments (cost $1,419,298,728) 98.9%		1,520,881,196

		Other Assets less Liabilities 1.1%		16,338,489


		NET ASSETS 100.0%	$	1,537,219,685


Number of Contracts			Value


		CALL OPTIONS WRITTEN 0.4%

		Advertising 0.0%
	2,154	Interpublic Group of Cos., expiring 10/20/12, exercise price $11	$	81,852
	740	Interpublic Group of Cos., expiring 1/19/13, exercise price $12		40,700

				122,552

		Apparel Retail 0.1%
	3,386	Chico’s FAS, Inc., expiring 1/19/13, exercise price $17.50		507,900
	5,165	Chico’s FAS, Inc., expiring 1/19/13, exercise price $19		439,025

				946,925

		Communications Equipment 0.1%
	5,000	Acme Packet, Inc., expiring 11/17/12, exercise price $17.50		650,000
	4,000	Acme Packet, Inc., expiring 1/19/13, exercise price $21		360,000

				1,010,000

		Fertilizers & Agricultural Chemicals 0.0%
	4,000	Mosaic Co. (The), expiring 12/22/12, exercise price $62.50		408,000

		Internet Software & Services 0.1%
	3,000	Akamai Technologies, Inc., expiring 11/17/12, exercise price $33		1,815,000
	1,356	Akamai Technologies, Inc., expiring 11/17/12, exercise price $35		623,760

				2,438,760

		Oil & Gas Drilling 0.1%
	3,150	Ensco plc ADR, expiring 1/19/13, exercise price $57.50		645,750
	2,000	Ensco plc Class A, expiring 12/22/12, exercise price $55		540,000
	2,000	Noble Corp., expiring 12/22/12, exercise price $38		222,000


Number of Contracts			Value
	2,069	Patterson-UTI Energy, Inc., expiring 1/19/13, exercise price $16	$	263,797

				1,671,547


		Total Call Options Written (premium $8,653,127)		6,597,784


Shares			Value

		SECURITIES SOLD SHORT 10.4%

		Aerospace & Defense 0.5%
	112,213	Boeing Co. (The)	$	7,812,269

		Application Software 0.3%
	118,142	Solera Holdings, Inc.		5,182,889

		Automotive Retail 0.6%
	300,000	CarMax, Inc.*		8,490,000

		Casinos & Gaming 0.7%
	250,000	Penn National Gaming, Inc.*		10,775,000

		Diversified Chemicals 0.9%
	449,500	Dow Chemical Co. (The)		13,017,520

		Electric Utilities 0.7%
	315,500	Exelon Corp.		11,225,490

		Integrated Telecommunication Services 1.0%
	342,207	Verizon Communications, Inc.		15,594,373

		Oil & Gas Exploration & Production 1.0%
	223,400	Range Resources Corp.		15,608,958

		Packaged Foods & Meats 0.8%
	300,000	General Mills, Inc.		11,955,000

		Restaurants 1.1%
	317,600	Starbucks Corp.		16,118,200

		Retail REITs 0.9%
	296,905	Regency Centers Corp.		14,468,181

		Specialty Stores 1.1%
	162,300	Tractor Supply Co.		16,049,847

		Systems Software 0.5%
	136,728	CommVault Systems, Inc.*		8,025,934

		Tires & Rubber 0.3%
	427,490	Goodyear Tire & Rubber Co. (The)*		5,211,103


		Total Securities Sold Short (proceeds $153,441,405)		159,534,764


		*Non-income producing. ‡All or a portion of this security has been designated as collateral for short sales and call options written (see Notes 3, 4 and 7). ‡‡Affiliated company (see Note 10). ADR American Depositary Receipt. REIT Real Estate Investment Trust. See Notes to Financial Statements.


WASATCH LONG/SHORT FUND (FMLSX) — Schedule of Investments *(continued)*		*SEPTEMBER 30, 2012*

At September 30, 2012, Wasatch Long/Short Fund’s investments, excluding short-term investments, call options written and securities sold short, were in the following countries:


Country	%
Canada		2.5
Spain		0.9
Switzerland		1.7
United Kingdom		1.4
United States		93.5

TOTAL		100.0	%


WASATCH MICRO CAP FUND (WMICX) — Schedule of Investments		*SEPTEMBER 30, 2012*


Shares			Value
		COMMON STOCKS 99.2%

		Air Freight & Logistics 0.7%
	1,335,381	Goodpack Ltd. (Singapore)	$	2,020,499

		Alternative Carriers 0.5%
	204,379	inContact, Inc.*		1,332,551

		Apparel Retail 2.8%
	167,159	Body Central Corp.*		1,746,811
	128,785	rue21, Inc.*		4,011,653
	18,937	Tilly’s, Inc., Class A*		347,115
	75,400	Zumiez, Inc.*		2,090,842

				8,196,421

		Application Software 9.4%
	257,970	Exa Corp.*		2,798,974
	182,701	Interactive Intelligence Group, Inc.*		5,490,165
	150,178	PROS Holdings, Inc.*		2,863,894
	60,422	RealPage, Inc.*		1,365,537
	333,506	Tangoe, Inc.*		4,378,934
	85,793	Tyler Technologies, Inc.*		3,776,608
	64,326	Ultimate Software Group, Inc.*		6,567,685

				27,241,797

		Asset Management & Custody Banks 2.5%
	37,422	Diamond Hill Investment Group, Inc.		2,869,519
	49,840	Virtus Investment Partners, Inc.*		4,286,240

				7,155,759

		Automotive Retail 1.4%
	116,260	Monro Muffler Brake, Inc.		4,091,189

		Biotechnology 2.1%
	496,548	Abcam plc (United Kingdom)		3,221,932
	258,770	Exact Sciences Corp.*		2,849,058
	586,284	NeurogesX, Inc.*		123,119

				6,194,109

		Commercial Printing 1.8%
	394,596	InnerWorkings, Inc.*		5,137,640

		Computer Storage & Peripherals 0.6%
	290,211	Intevac, Inc.*		1,773,189

		Consumer Electronics 0.7%
	137,391	Skullcandy, Inc.*		1,889,126

		Consumer Finance 2.9%
	320,494	DFC Global Corp.*		5,496,472
	169,972	Regional Management Corp.*		2,932,017

				8,428,489

		Data Processing & Outsourced Services 3.9%
	120,511	ExlService Holdings, Inc.*		3,555,074
	239,302	Higher One Holdings, Inc.*		3,225,791
	199,802	Wirecard AG (Germany)		4,592,683

				11,373,548

		Diversified Banks 1.4%
	4,154,569	City Union Bank Ltd. (India)		4,162,840

		Diversified Support Services 1.3%
	132,803	Encore Capital Group, Inc.*		3,753,013

		Electronic Manufacturing Services 0.9%
	44,420	IPG Photonics Corp.*		2,545,266


Shares			Value
		Environmental & Facilities Services 2.1%
	185,549	Heritage-Crystal Clean, Inc.*	$	3,683,148
	594,574	RPS Group plc (United Kingdom)		2,391,137

				6,074,285

		General Merchandise Stores 2.8%
	432,355	Gordmans Stores, Inc.*		7,976,950

		Health Care Distributors 1.6%
	42,939	MWI Veterinary Supply, Inc.*		4,580,733

		Health Care Equipment 7.5%
	75,688	Abaxis, Inc.*		2,718,713
	413,346	AtriCure, Inc.*		3,075,294
	1,091,986	Cardica, Inc.*		1,572,460
	298,599	Cardiovascular Systems, Inc.*		3,451,805
	10,276,429	LMA International N.V. (Singapore)		5,071,158
	291,342	Novadaq Technologies, Inc.* (Canada)		3,012,476
	123,741	NuVasive, Inc.*		2,834,906

				21,736,812

		Health Care Facilities 1.5%
	145,553	Ensign Group, Inc. (The)		4,454,650

		Health Care Services 4.4%
	124,443	Bio-Reference Laboratories, Inc.*		3,556,581
	96,489	CorVel Corp.*		4,317,883
	106,790	IPC The Hospitalist Co., Inc.*		4,880,303

				12,754,767

		Health Care Technology 2.1%
	41,625	Computer Programs and Systems, Inc.		2,312,269
	136,410	HealthStream, Inc.*		3,882,228

				6,194,497

		Human Resource & Employment Services 0.3%
	216,181	CTPartners Executive Search, Inc.*		951,196

		Industrial Machinery 0.7%
	59,567	Proto Labs, Inc.*		2,014,556

		Internet Retail 1.4%
	190,380	CafePress, Inc.*		1,734,362
	133,771	MakeMyTrip Ltd.* (India)		2,278,120

				4,012,482

		Internet Software & Services 9.3%
	207,573	Angie’s List, Inc.*		2,196,122
	217,595	DealerTrack Holdings, Inc.*		6,060,021
	144,614	E2open, Inc.*		1,963,858
	391,947	Envestnet, Inc.*		4,585,780
	241,424	SciQuest, Inc.*		4,393,917
	123,175	SPS Commerce, Inc.*		4,738,542
	478,156	TechTarget, Inc.*		2,825,902

				26,764,142

		IT Consulting & Other Services 2.3%
	250,492	hiSoft Technology International Ltd. ADR* (China)		2,587,582
	392,834	ServiceSource International, Inc.*		4,030,477

				6,618,059

		Leisure Products 1.0%
	339,569	Black Diamond, Inc.*		2,978,020

		Life Sciences Tools & Services 2.8%
	118,621	Fluidigm Corp.*		2,016,557
	187,499	ICON plc ADR* (Ireland)		4,569,350
	188,440	ShangPharma Corp. ADR* (China)		1,435,913

				8,021,820


WASATCH MICRO CAP FUND (WMICX) — Schedule of Investments *(continued)*		*SEPTEMBER 30, 2012*


Shares			Value
		Oil & Gas Equipment & Services 1.1%
	180,915	Pason Systems, Inc. (Canada)	$	3,019,697

		Oil & Gas Exploration & Production 1.2%
	501,342	Triangle Petroleum Corp.*		3,589,609

		Pharmaceuticals 1.8%
	322,840	Akorn, Inc.*		4,267,945
	109,000	Cempra, Inc.*		812,050
	34,625	Horizon Pharma, Inc.*		120,149

				5,200,144

		Regional Banks 1.3%
	257,478	BBCN Bancorp, Inc.*		3,246,797
	60,734	Pacific Continental Corp.		542,355

				3,789,152

		Research & Consulting Services 3.1%
	128,331	CRA International, Inc.*		2,217,560
	206,865	eClerx Services Ltd. (India)		3,020,907
	275,714	Resources Connection, Inc.		3,614,611

				8,853,078

		Semiconductor Equipment 0.3%
	300,450	STR Holdings, Inc.*		931,395

		Semiconductors 6.0%
	225,226	BCD Semiconductor Manufacturing Ltd. ADR* (China)		808,561
	172,735	Melexis N.V. (Belgium)		2,919,562
	42,979	NVE Corp.*		2,543,927
	602,132	O2Micro International Ltd. ADR* (China)		2,251,974
	206,227	Power Integrations, Inc.		6,275,488
	122,587	Volterra Semiconductor Corp.*		2,680,978

				17,480,490

		Specialized Finance 0.0%
	154,000	Goldwater Bank, N.A.* *** † ‡‡		13,860

		Specialty Chemicals 0.2%
	197,100	EcoSynthetix, Inc.* (Canada)		657,568

		Specialty Stores 2.5%
	121,855	Hibbett Sports, Inc.*		7,244,280

		Systems Software 2.5%
	209,036	OPNET Technologies, Inc.		7,121,856

		Thrifts & Mortgage Finance 0.8%
	583,865	Gruh Finance Ltd. (India)		2,291,403

		Trading Companies & Distributors 2.8%
	171,327	CAI International, Inc.*		3,515,630
	266,752	Rush Enterprises, Inc., Class B*		4,484,101

				7,999,731

		Trucking 2.9%
	245,292	Marten Transport Ltd.		4,309,781
	132,415	Old Dominion Freight Line, Inc.*		3,993,636

				8,303,417


		Total Common Stocks (cost $217,963,373)		286,924,085


		PREFERRED STOCKS 0.8%

		Regional Banks 0.8%
	434,600	Banco Daycoval S.A. Pfd. (Brazil)		2,337,309


		Total Preferred Stocks (cost $1,639,882)		2,337,309


Shares			Value
		WARRANTS 0.0%

		Biotechnology 0.0%
	145,349	NeurogesX, Inc., expiring 7/22/16* *** †	$	1,453

		Health Care Equipment 0.0%
	322,500	Cardica, Inc., expiring 9/29/14* *** †		19,350


		Total Warrants (cost $58,481)		20,803


Principal Amount			Value
		SHORT-TERM INVESTMENTS 1.5%

		Repurchase Agreement 1.5%
	$4,460,102	Repurchase Agreement dated 9/28/12, 0.01% due 10/1/12 with State Street Bank and Trust Co. collateralized by $3,350,000 of United States Treasury Bonds 4.500% due 8/15/39; value: $4,554,657; repurchase proceeds: $4,460,105 (cost $4,460,102)	$	4,460,102


		Total Short-Term Investments (cost $4,460,102)		4,460,102


		Total Investments (cost $224,121,838) 101.5%		293,742,299

		Liabilities less Other Assets (1.5%)		(4,293,250	)


		NET ASSETS 100.0%	$	289,449,049


		Non-income producing. **Security was fair valued under procedures adopted by the Board of Trustees (see Note 15). †Security purchased in a private placement transaction or under Rule 144A of the Securities Act of 1933 (see Note 11). ‡‡Affiliated company (see Note 10). ADR American Depositary Receipt. See Notes to Financial Statements.

At September 30, 2012, Wasatch Micro Cap Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Belgium		1.0
Brazil		0.8
Canada		2.3
China		2.4
Germany		1.6
India		4.1
Ireland		1.6
Singapore		2.5
United Kingdom		1.9
United States		81.8

TOTAL		100.0	%


WASATCH MICRO CAP VALUE FUND (WAMVX) — Schedule of Investments		*SEPTEMBER 30, 2012*


Shares			Value

		COMMON STOCKS 95.0%

		Aerospace & Defense 0.9%
	115,000	CPI Aerostructures, Inc.*	$	1,246,600

		Airlines 1.3%
	29,000	Allegiant Travel Co.*		1,837,440

		Alternative Carriers 0.9%
	72,313	inContact, Inc.*		471,481
	200,000	ORBCOMM, Inc.*		748,000

				1,219,481

		Apparel Retail 2.6%
	93,000	Body Central Corp.*		971,850
	2,300,000	Padini Holdings Berhad (Malaysia)		1,580,239
	33,000	rue21, Inc.*		1,027,950

				3,580,039

		Apparel, Accessories & Luxury Goods 0.6%
	60,000	Ted Baker plc (United Kingdom)		871,185

		Application Software 5.0%
	159,000	American Software, Inc., Class A		1,297,440
	187,000	ClickSoftware Technologies Ltd. (Israel)		1,439,900
	85,000	Exa Corp.*		922,250
	60,820	Interactive Intelligence Group, Inc.*		1,827,641
	23,000	PROS Holdings, Inc.*		438,610
	73,000	Tangoe, Inc.*		958,490

				6,884,331

		Asset Management & Custody Banks 2.1%
	33,600	Virtus Investment Partners, Inc.*		2,889,600

		Auto Parts & Equipment 1.3%
	59,000	Dorman Products, Inc.*		1,859,090

		Automotive Retail 2.8%
	15,000	Delticom AG (Germany)		1,003,314
	42,000	Lithia Motors, Inc., Class A		1,399,020
	150,000	Pep Boys — Manny, Moe & Jack (The)		1,527,000

				3,929,334

		Casinos & Gaming 1.1%
	2,700,000	NagaCorp Ltd. (Cambodia)		1,511,181

		Commercial Printing 2.6%
	103,000	Ennis, Inc.		1,690,230
	145,000	InnerWorkings, Inc.*		1,887,900

				3,578,130

		Communications Equipment 0.7%
	100,000	Alliance Fiber Optic Products, Inc.* ‡		899,000

		Construction & Engineering 1.7%
	80,000	Argan, Inc.		1,396,000
	37,500	Michael Baker Corp.*		894,750

				2,290,750

		Construction Materials 2.5%
	113,000	Caesar Stone Sdot Yam Ltd.* (Israel)		1,593,300
	7,600,000	Diamond Building Products Public Co. Ltd.*** (Thailand)		1,913,580

				3,506,880

		Consumer Finance 4.4%
	109,000	DFC Global Corp.*		1,869,350
	60,000	First Cash Financial Services, Inc.* ‡		2,760,600
	84,664	Regional Management Corp.*		1,460,454

				6,090,404


Shares			Value

		Data Processing & Outsourced Services 1.0%
	97,000	Higher One Holdings, Inc.*	$	1,307,560

		Department Stores 0.6%
	743,943	Parkson Retail Asia Ltd.* (Malaysia)		879,867

		Diversified Banks 2.6%
	2,200,000	City Union Bank Ltd. (India)		2,204,380
	2,200,000	EastWest Banking Corp.* (Philippines)		1,207,719
	55,556	Idaho Trust Bancorp* *** †		182,779

				3,594,878

		Diversified Support Services 1.5%
	75,000	Encore Capital Group, Inc.*		2,119,500

		Electrical Components & Equipment 1.2%
	27,000	Franklin Electric Co., Inc.		1,633,230

		Environmental & Facilities Services 1.2%
	82,000	Heritage-Crystal Clean, Inc.*		1,627,700

		Food Distributors 0.7%
	60,000	Chefs’ Warehouse, Inc. (The)*		982,800

		Food Retail 0.3%
	20,000	Natural Grocers by Vitamin Cottage, Inc.*		446,400

		General Merchandise Stores 1.2%
	90,000	Gordmans Stores, Inc.*		1,660,500

		Health Care Equipment 3.4%
	160,000	AtriCure, Inc.*		1,190,400
	276,300	Cardica, Inc.*		397,872
	73,000	NuVasive, Inc.*		1,672,430
	450,000	Solta Medical, Inc.*		1,413,000

				4,673,702

		Health Care Facilities 3.3%
	400,000	CVS Group plc (United Kingdom)		978,750
	56,000	Ensign Group, Inc. (The)		1,713,880
	900,000	KPJ Healthcare Berhad (Malaysia)		1,796,172

				4,488,802

		Health Care Services 3.6%
	51,000	Bio-Reference Laboratories, Inc.*		1,457,580
	28,846	CorVel Corp.*		1,290,859
	39,000	IPC The Hospitalist Co., Inc.* ‡		1,782,300
	10,000	National Research Corp.		502,700

				5,033,439

		Health Care Supplies 1.8%
	42,600	Chembio Diagnostics, Inc.*		204,480
	25,000	Sartorius Stedim Biotech (France)		2,250,702

				2,455,182

		Home Improvement Retail 2.0%
	32,000	Lumber Liquidators Holdings, Inc.* ‡		1,621,760
	2,150,000	Siam Global House Public Co. Ltd.*** (Thailand)		1,152,534

				2,774,294

		Hotels, Resorts & Cruise Lines 0.5%
	81,000	Orient-Express Hotels Ltd., Class A*		720,900

		Household Appliances 0.9%
	31,000	SodaStream International Ltd.* (Israel)		1,214,270

		Hypermarkets & Super Centers 1.3%
	2,600,000	Puregold Price Club, Inc. (Philippines)		1,851,133

		Industrial Machinery 0.3%
	20,000	Hurco Cos., Inc.*		457,600


WASATCH MICRO CAP VALUE FUND (WAMVX) — Schedule of Investments *(continued)*


Shares			Value

		Internet Retail 0.4%
	59,745	CafePress, Inc.*	$	544,277

		Internet Software & Services 2.3%
	120,000	IntraLinks Holdings, Inc.*		784,800
	272,726	iomart Group plc (United Kingdom)		818,191
	129,293	Perficient, Inc.*		1,560,566

				3,163,557

		Leisure Products 2.2%
	138,000	Black Diamond, Inc.*		1,210,260
	160,000	Smith & Wesson Holding Corp.*		1,761,600

				2,971,860

		Mortgage REITs 3.8%
	143,000	Colony Financial, Inc.		2,785,640
	395,000	NorthStar Realty Finance Corp.		2,512,200

				5,297,840

		Office REITs 1.5%
	7,500,000	Prosperity REIT (Hong Kong)		2,089,190

		Oil & Gas Equipment & Services 0.6%
	346,000	Electromagnetic GeoServices AS* (Norway)		848,883

		Oil & Gas Exploration & Production 2.1%
	1,100,000	Emerald Oil, Inc.*		913,000
	82,000	Evolution Petroleum Corp.*		662,560
	78,000	Northern Oil and Gas, Inc.*		1,325,220

				2,900,780

		Packaged Foods & Meats 2.4%
	1,000,000	Super Group Ltd. (Singapore)		1,786,297
	1,700,000	Vitasoy International Holdings Ltd. (Hong Kong)		1,479,843

				3,266,140

		Pharmaceuticals 0.7%
	70,000	Torrent Pharmaceuticals Ltd. (India)		930,325

		Regional Banks 4.3%
	92,000	Eagle Bancorp, Inc.*		1,538,240
	48,000	First of Long Island Corp. (The)		1,478,880
	60,000	Lakeland Financial Corp.		1,656,000
	120,000	MetroCorp Bancshares, Inc.*		1,270,800

				5,943,920

		Research & Consulting Services 1.0%
	40,000	Huron Consulting Group, Inc.*		1,392,800

		Restaurants 1.3%
	133,000	Caribou Coffee Co., Inc.*		1,826,090

		Semiconductors 1.5%
	48,000	Ceva, Inc.*		690,240
	65,000	Volterra Semiconductor Corp.*		1,421,550

				2,111,790

		Specialized Finance 0.0%
	41,900	Goldwater Bank, N.A.*** †		3,771

		Specialty Chemicals 1.5%
	75,000	GSE Holding, Inc.*		588,750
	79,000	KMG Chemicals, Inc.		1,461,500

				2,050,250

		Steel 1.3%
	34,000	Haynes International, Inc.‡		1,773,100

		Systems Software 2.0%
	10,000	Infoblox, Inc.*		232,500
	65,000	OPNET Technologies, Inc.		2,214,550
	25,000	Proofpoint, Inc.*		371,250

				2,818,300


Shares			Value

		Thrifts & Mortgage Finance 4.4%
	200,000	Beneficial Mutual Bancorp, Inc.*	$	1,912,000
	109,000	BofI Holding, Inc.*		2,839,450
	100,000	Ocean Shore Holding Co.		1,344,000

				6,095,450

		Trading Companies & Distributors 2.7%
	77,000	Beacon Roofing Supply, Inc.*		2,194,500
	77,000	CAI International, Inc.*		1,580,040

				3,774,540

		Trucking 1.1%
	87,000	Marten Transport Ltd.		1,528,590


		Total Common Stocks (cost $100,763,046)		131,446,655


		PREFERRED STOCKS 0.5%

		Pharmaceuticals 0.5%
	105,263	Acetylon Pharmaceuticals, Inc., Series B Pfd.*** †		625,263


		Total Preferred Stocks (cost $499,999)		625,263


		WARRANTS 0.0%

		Biotechnology 0.0%
	30,399	NeurogesX, Inc., expiring 12/28/12* *** †		—
	50,000	NeurogesX, Inc., expiring 7/22/16* *** †		500

				500

		Health Care Equipment 0.0%
	110,500	Cardica, Inc., expiring 9/29/14* *** †		6,630


		Total Warrants (cost $23,862)		7,130


Principal Amount			Value

		SHORT-TERM INVESTMENTS 2.6%

		Repurchase Agreement 2.6%
	$3,610,143	Repurchase Agreement dated 9/28/12, 0.01% due 10/1/12 with State Street Bank and Trust Co. collateralized by $2,710,000 of United States Treasury Bonds 4.500% due 8/15/39; value: $3,684,513; repurchase proceeds: $3,610,146‡ (cost $3,610,143)	$	3,610,143


		Total Short-Term Investments (cost $3,610,143)		3,610,143


		Total Investments (cost $104,897,050) 98.1%		135,689,191

		Other Assets less Liabilities 1.9%		2,610,162


		NET ASSETS 100.0%	$	138,299,353


		*SEPTEMBER 30, 2012*



Number of Contracts			Value

		CALL OPTIONS WRITTEN 0.1%

		Consumer Finance 0.0%
	300	First Cash Financial Services, Inc., expiring 10/20/12, exercise price $45	$	63,000

		Health Care Services 0.0%
	125	IPC The Hospitalist Co., Inc., expiring 10/20/12, exercise price $45		21,875

		Home Improvement Retail 0.1%
	320	Lumber Liquidators Holdings, Inc., expiring 10/20/12, exercise price $50		63,200

		Steel 0.0%
	50	Haynes International, Inc., expiring 10/20/12, exercise price $50		17,500


		Total Call Options Written (premium $255,255)		165,575


Contracts			Net Unrealized Depreciation

		FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS SHORT 0.0%

	2,600,000 EUR	USD, State Street Bank and Trust Co. Company, settlement date 12/11/12, (cost $3,330,990, value $3,346,831)	$	(15,841	)


		Total Forward Foreign Currency Exchange Contracts Short (cost $3,330,990, value $3,346,831)		(15,841	)


		Non-income producing. **Security was fair valued under procedures adopted by the Board of Trustees (see Note 15). †Security purchased in a private placement transaction or under Rule 144A of the Securities Act of 1933 (see Note 11). ‡All or a portion of this security has been designated as collateral for forward foreign currency exchange contracts and call options written (see Notes 4 and 7). REIT Real Estate Investment Trust. See Notes to Financial Statements.

At September 30, 2012, Wasatch Micro Cap Value Fund’s investments, excluding short-term investments, call options written and forward foreign currency exchange contracts, were in the following countries:


Country	%
Cambodia		1.2
France		1.7
Germany		0.8
Hong Kong		2.7
India		2.4
Israel		3.2
Malaysia		3.2
Norway		0.6
Philippines		2.3
Singapore		1.4
Thailand		2.3
United Kingdom		2.0
United States		76.2

TOTAL		100.0	%


WASATCH SMALL CAP GROWTH FUND (WAAEX) — Schedule of Investments


Shares			Value

		COMMON STOCKS 89.5%

		Aerospace & Defense 1.5%
	901,391	HEICO Corp., Class A	$	27,501,439

		Air Freight & Logistics 2.1%
	36,319,023	Aramex PJSC (United Arab Emirates)		19,182,931
	617,502	HUB Group, Inc., Class A*		18,327,459

				37,510,390

		Airlines 0.6%
	164,502	Allegiant Travel Co.*		10,422,847

		Airport Services 1.0%
	1,328,711	Wesco Aircraft Holdings, Inc.*		18,150,192

		Apparel Retail 3.4%
	1,145,050	Chico’s FAS, Inc.		20,736,856
	865,090	rue21, Inc.*		26,947,553
	525,275	Zumiez, Inc.*		14,565,876

				62,250,285

		Application Software 8.3%
	370,303	Concur Technologies, Inc.*		27,302,440
	77,807	FactSet Research Systems, Inc.		7,502,151
	1,530,380	RealPage, Inc.*		34,586,588
	853,530	Tangoe, Inc.*		11,206,849
	697,334	Ultimate Software Group, Inc.*		71,197,801

				151,795,829

		Automotive Retail 1.9%
	572,906	Monro Muffler Brake, Inc.		20,160,562
	175,496	O’Reilly Automotive, Inc.*		14,674,976

				34,835,538

		Biotechnology 3.7%
	1,794,615	Exact Sciences Corp.*		19,758,711
	398,079	Myriad Genetics, Inc.*		10,744,153
	3,882,558	NeurogesX, Inc.* ‡‡		815,337
	1,126,565	Sangamo Biosciences, Inc.*		6,849,515
	1,101,057	Seattle Genetics, Inc.*		29,673,486

				67,841,202

		Computer Storage & Peripherals 0.2%
	125,140	Fusion-io, Inc.*		3,787,988

		Data Processing & Outsourced Services 5.5%
	530,574	ExlService Holdings, Inc.*		15,651,933
	1,182,343	Higher One Holdings, Inc.*		15,937,984
	502,175	Syntel, Inc.		31,340,742
	1,596,239	Wirecard AG (Germany)		36,691,420

				99,622,079

		Distributors 0.8%
	800,043	LKQ Corp.*		14,800,795

		Diversified Banks 3.4%
	761,965	HDFC Bank Ltd. ADR (India)		28,634,645
	4,581,117	Yes Bank Ltd. (India)		33,286,815

				61,921,460

		Diversified Support Services 1.8%
	1,124,516	Copart, Inc.*		31,182,829
	66,375	Ritchie Bros. Auctioneers, Inc. (Canada)		1,276,391

				32,459,220

		Electrical Components & Equipment 1.5%
	786,145	Polypore International, Inc.*		27,790,226

		Electronic Manufacturing Services 1.3%
	423,810	IPG Photonics Corp.*		24,284,313


Shares			Value

		Environmental & Facilities Services 1.6%
	1,145,310	Tetra Tech, Inc.*	$	30,075,841

		Health Care Distributors 1.0%
	171,381	MWI Veterinary Supply, Inc.*		18,282,925

		Health Care Equipment 1.4%
	498,944	Abaxis, Inc.*		17,922,068
	487,760	DexCom, Inc.*		7,331,033
	24,690	Zonare Medical Systems, Inc.* *** †		247

				25,253,348

		Health Care Services 0.6%
	142,820	MEDNAX, Inc.*		10,632,949

		Health Care Technology 0.4%
	145,937	Computer Programs and Systems, Inc.		8,106,800

		Industrial Machinery 1.9%
	484,674	Graco, Inc.		24,369,409
	309,577	Proto Labs, Inc.*		10,469,894

				34,839,303

		Internet Retail 4.6%
	164,346	ASOS plc* (United Kingdom)		5,831,609
	654,903	Blue Nile, Inc.* ‡‡		24,290,352
	1,350,210	MakeMyTrip Ltd.* (India)		22,994,076
	257,684	Shutterfly, Inc.*		8,019,126
	934,433	Yoox S.p.A.* (Italy)		11,971,528
	275,513	zooplus AG* (Germany)		11,478,763

				84,585,454

		Internet Software & Services 3.9%
	1,186,018	Angie’s List, Inc.*		12,548,071
	800,225	DealerTrack Holdings, Inc.*		22,286,266
	26,366	Millennial Media, Inc.*		378,352
	784,444	SciQuest, Inc.*		14,276,881
	656,681	Vistaprint N.V.*		22,425,656

				71,915,226

		IT Consulting & Other Services 1.5%
	275,737	Cognizant Technology Solutions Corp., Class A*		19,279,531
	782,975	ServiceSource International, Inc.*		8,033,324

				27,312,855

		Leisure Facilities 2.6%
	1,018,728	Life Time Fitness, Inc.*		46,596,619

		Life Sciences Tools & Services 4.2%
	721,002	Divi’s Laboratories Ltd. (India)		14,800,055
	868,644	Fluidigm Corp.*		14,766,948
	1,103,068	ICON plc ADR* (Ireland)		26,881,767
	287,547	Techne Corp.		20,686,131

				77,134,901

		Oil & Gas Equipment & Services 4.1%
	334,085	Dril-Quip, Inc.*		24,014,030
	1,058,711	Pason Systems, Inc. (Canada)		17,671,207
	382,702	ShawCor Ltd., Class A (Canada)		16,613,662
	496,825	TGS-NOPEC Geophysical Co. ASA (Norway)		16,214,677

				74,513,576

		Oil & Gas Exploration & Production 2.5%
	978,179	Northern Oil and Gas, Inc.*		16,619,261
	3,387,260	Premier Oil plc* (United Kingdom)		19,634,561
	784,115	TransGlobe Energy Corp.* (Egypt)		8,515,489

				44,769,311


		*SEPTEMBER 30, 2012*


Shares			Value

		Oil & Gas Refining & Marketing 0.0%
	203,175	Amyris, Inc.*	$	698,922

		Packaged Foods & Meats 1.3%
	2,461	Annie’s, Inc.*		110,351
	411,088	GlaxoSmithKline Consumer Healthcare Ltd. (India)		23,529,712

				23,640,063

		Personal Products 0.7%
	582,400	Colgate-Palmolive India Ltd. (India)		13,305,375

		Pharmaceuticals 0.3%
	846,015	Cempra, Inc.*		6,302,812

		Research & Consulting Services 2.3%
	1,740,892	Resources Connection, Inc.‡		22,823,094
	549,657	Stantec, Inc. (Canada)		18,677,345

				41,500,439

		Restaurants 0.9%
	614,680	Jubilant Foodworks Ltd.* (India)		15,945,320

		Semiconductors 4.2%
	400,771	Hittite Microwave Corp.*		22,230,767
	1,259,149	Power Integrations, Inc.		38,315,904
	424,490	Silicon Laboratories, Inc.*		15,604,253

				76,150,924

		Specialized Finance 1.4%
	690,760	MSCI, Inc., Class A*		24,722,300

		Specialty Stores 2.4%
	723,503	Hibbett Sports, Inc.*		43,012,253

		Systems Software 2.7%
	447,134	NetSuite, Inc.*		28,527,149
	433,812	Sourcefire, Inc.*		21,269,803

				49,796,952

		Trading Companies & Distributors 2.0%
	547,600	MSC Industrial Direct Co., Inc., Class A		36,941,096

		Trucking 4.0%
	120,800	J.B. Hunt Transport Services, Inc.		6,286,432
	4,655,806	Knight Transportation, Inc.‡ ‡‡		66,578,026

				72,864,458


		Total Common Stocks (cost $1,126,904,526)		1,633,873,825


		PREFERRED STOCKS 0.1%

		Biotechnology 0.1%
	677,966	Nanosys, Inc., Series D Pfd.* *** †		776,271
	161,519	Nanosys, Inc., Series E Pfd.* *** †		184,939

				961,210


		Total Preferred Stocks (cost $2,184,939)		961,210


		LIMITED PARTNERSHIP INTEREST 0.4%

		Asset Management & Custody Banks 0.4%
		Greenspring Global Partners II-B, L.P.*** †		4,967,476
		Greenspring Global Partners III-B, L.P.*** †		1,658,434

				6,625,910


		Total Limited Partnership Interest (cost $5,878,853)		6,625,910


Shares			Value

		WARRANTS 0.0%

		Biotechnology 0.0%
	1,941,279	NeurogesX, Inc., expiring 7/22/16* *** †	$	19,413


		Total Warrants (cost $242,660)		19,413


Principal Amount			Value
		SHORT-TERM INVESTMENTS 7.7%

		Repurchase Agreement 7.7%
	$140,939,232	Repurchase Agreement dated 9/28/12, 0.01% due 10/1/12 with State Street Bank and Trust Co. collateralized by $105,740,000 of United States Treasury Bonds 4.500% due 8/15/39; value: $143,763,998; repurchase proceeds: $140,939,349‡ (cost $140,939,232)	$	140,939,232


		Total Short-Term Investments (cost $140,939,232)		140,939,232


		Total Investments (cost $1,276,150,210) 97.7%		1,782,419,590

		Other Assets less Liabilities 2.3%		42,361,709


		NET ASSETS 100.0%	$	1,824,781,299


		Non-income producing. **Security was fair valued under procedures adopted by the Board of Trustees (see Note 15). †Security purchased in a private placement transaction or under Rule 144A of the Securities Act of 1933 (see Note 11). ‡All or a portion of this security has been designated as collateral for purchase commitments (see Note 12). ‡‡Affiliated company (see Note 10). ADR American Depositary Receipt. See Notes to Financial Statements.

At September 30, 2012, Wasatch Small Cap Growth Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Canada		3.3
Egypt		0.5
Germany		2.9
India		9.3
Ireland		1.6
Italy		0.7
Norway		1.0
United Arab Emirates		1.2
United Kingdom		1.6
United States		77.9

TOTAL		100.0	%


WASATCH SMALL CAP VALUE FUND (WMCVX / WICVX) — Schedule of Investments


Shares			Value

		COMMON STOCKS 99.1%

		Aerospace & Defense 2.3%
	118,818	HEICO Corp., Class A	$	3,625,137
	10,041	HEICO Corp.		388,486

				4,013,623

		Agricultural Products 1.6%
	154,985	Darling International, Inc.*		2,834,676

		Airlines 1.7%
	45,780	Allegiant Travel Co.*		2,900,621

		Airport Services 1.9%
	237,118	Wesco Aircraft Holdings, Inc.*		3,239,032

		Alternative Carriers 0.5%
	250,844	ORBCOMM, Inc.*		938,157

		Apparel Retail 6.4%
	288,532	Body Central Corp.*		3,015,159
	245,578	Chico’s FAS, Inc.‡		4,447,418
	119,090	rue21, Inc.*		3,709,653

				11,172,230

		Application Software 1.6%
	95,015	Interactive Intelligence Group, Inc.*		2,855,201

		Asset Management & Custody Banks 1.7%
	34,533	Virtus Investment Partners, Inc.*		2,969,838

		Auto Parts & Equipment 0.8%
	41,983	Dorman Products, Inc.*		1,322,884

		Automotive Retail 1.0%
	49,732	Monro Muffler Brake, Inc.		1,750,069

		Computer & Electronics Retail 1.2%
	95,609	GameStop Corp., Class A		2,007,789

		Computer Storage & Peripherals 0.9%
	257,483	Intevac, Inc.*		1,573,221

		Consumer Electronics 1.3%
	170,116	Skullcandy, Inc.*		2,339,095

		Consumer Finance 2.4%
	244,565	DFC Global Corp.*		4,194,290

		Data Processing & Outsourced Services 2.1%
	59,193	Syntel, Inc.		3,694,235

		Diversified Banks 5.6%
	2,876,000	City Union Bank Ltd. (India)		2,881,725
	6,064,876	South Indian Bank Ltd. (India)		2,621,655
	585,800	Yes Bank Ltd. (India)		4,256,476

				9,759,856

		Diversified Support Services 6.4%
	254,985	Copart, Inc.*		7,070,734
	38,914	Portfolio Recovery Associates, Inc.*		4,063,789

				11,134,523

		Electrical Components & Equipment 2.9%
	141,752	Polypore International, Inc.*		5,010,933

		Electronic Manufacturing Services 3.1%
	165,788	Fabrinet*		1,921,483
	61,079	IPG Photonics Corp.* ‡		3,499,827

				5,421,310

		Footwear 1.0%
	86,200	Skechers U.S.A., Inc., Class A*		1,758,480


Shares			Value

		General Merchandise Stores 0.9%
	87,110	Gordmans Stores, Inc.*	$	1,607,180

		Health Care Facilities 2.1%
	118,210	Ensign Group, Inc. (The)		3,617,817

		Health Care Services 3.1%
	47,302	CorVel Corp.*		2,116,764
	44,457	MEDNAX, Inc.*		3,309,824

				5,426,588

		Health Care Supplies 1.8%
	34,637	Sartorius Stedim Biotech (France)		3,118,303

		Industrial Machinery 1.1%
	46,794	IDEX Corp.		1,954,585

		Internet Retail 1.0%
	193,361	CafePress, Inc.*		1,761,519

		Internet Software & Services 2.9%
	83,578	Ancestry.com, Inc.*		2,514,026
	76,061	Vistaprint N.V.*		2,597,483

				5,111,509

		Leisure Facilities 2.0%
	73,913	Life Time Fitness, Inc.*		3,380,781

		Life Sciences Tools & Services 2.2%
	153,562	ICON plc ADR* (Ireland)		3,742,306

		Oil & Gas Drilling 1.0%
	106,998	Patterson-UTI Energy, Inc.		1,694,848

		Oil & Gas Equipment & Services 2.4%
	35,425	CARBO Ceramics, Inc.		2,228,941
	58,525	TGS-NOPEC Geophysical Co. ASA (Norway)		1,910,057

				4,138,998

		Oil & Gas Exploration & Production 4.0%
	204,491	Northern Oil and Gas, Inc.*		3,474,302
	158,638	Ultra Petroleum Corp.*		3,486,863

				6,961,165

		Oil & Gas Refining & Marketing 1.9%
	90,914	World Fuel Services Corp.		3,237,448

		Pharmaceuticals 0.9%
	81,670	Questcor Pharmaceuticals, Inc.*		1,510,895

		Property & Casualty Insurance 1.3%
	32,939	RLI Corp.		2,195,714

		Regional Banks 3.8%
	111,788	Community Bank System, Inc.		3,151,304
	79,507	Prosperity Bancshares, Inc.		3,388,588

				6,539,892

		Research & Consulting Services 5.0%
	35,995	Corporate Executive Board Co. (The)		1,930,412
	80,621	Franklin Covey Co.*		967,452
	86,827	Huron Consulting Group, Inc.*		3,023,316
	67,943	Resources Connection, Inc.		890,733
	853,740	Sporton International, Inc. (Taiwan)		1,913,477

				8,725,390

		Restaurants 1.2%
	152,884	Caribou Coffee Co., Inc.*		2,099,097


		*SEPTEMBER 30, 2012*



Shares			Value

		Semiconductors 4.0%
	345,807	BCD Semiconductor Manufacturing Ltd. ADR* (China)	$	1,241,447
	356,915	MaxLinear, Inc., Class A*		2,387,762
	484,693	O2Micro International Ltd. ADR* (China)		1,812,752
	51,133	Power Integrations, Inc.		1,555,977

				6,997,938

		Thrifts & Mortgage Finance 1.1%
	70,708	BofI Holding, Inc.*		1,841,943

		Trading Companies & Distributors 4.1%
	139,467	Beacon Roofing Supply, Inc.*		3,974,810
	45,238	MSC Industrial Direct Co., Inc., Class A		3,051,755

				7,026,565

		Trucking 4.9%
	181,046	Knight Transportation, Inc.		2,588,958
	174,244	Marten Transport Ltd.		3,061,467
	93,922	Old Dominion Freight Line, Inc.*		2,832,687

				8,483,112


		Total Common Stocks (cost $146,952,547)		172,063,656


Principal Amount			Value

		SHORT-TERM INVESTMENTS 1.4%

		Repurchase Agreement 1.4%
	$2,386,104	Repurchase Agreement dated 9/28/12, 0.01% due 10/1/12 with State Street Bank and Trust Co. collateralized by $1,795,000 of United States Treasury Bonds 4.500% due 8/15/39; value: $2,440,480; repurchase proceeds: $2,386,106‡ (cost $2,386,104)	$	2,386,104


		Total Short-Term Investments (cost $2,386,104)		2,386,104


		Total Investments (cost $149,338,651) 100.5%		174,449,760

		Liabilities less Other Assets (0.5%)		(876,226	)


		NET ASSETS 100.0%	$	173,573,534


Number of Contracts			Value

		CALL OPTIONS WRITTEN 0.0%

		Apparel Retail 0.0%
	300	Chico’s FAS, Inc., expiring 1/19/13, exercise price $19	$	25,500

		Electronic Manufacturing Services 0.0%
	300	IPG Photonics Corp., expiring 10/20/12, exercise price $65		6,000


		Total Call Options Written (premium $134,261)		31,500


		*Non-income producing. ‡All or a portion of this security has been designated as collateral for call options written (see Note 4 and 7). ADR American Depositary Receipt. See Notes to Financial Statements.

At September 30, 2012, Wasatch Small Cap Value Fund’s investments, excluding short-term investments and call options written, were in the following countries:


Country	%
China		1.8
France		1.8
India		5.7
Ireland		2.2
Norway		1.1
Taiwan		1.1
United States		86.3

TOTAL		100.0	%


WASATCH STRATEGIC INCOME FUND (WASIX) — Schedule of Investments		*SEPTEMBER 30, 2012*


Shares			Value

		COMMON STOCKS 77.8%

		Asset Management & Custody Banks 5.1%
	4,900	BlackRock, Inc.	$	873,670
	40,600	PowerShares Dynamic Pharmaceuticals Portfolio		1,401,106

				2,274,776

		Computer & Electronics Retail 3.9%
	101,500	Best Buy Co., Inc.		1,744,785

		Consumer Finance 5.2%
	41,030	Capital One Financial Corp.		2,339,120

		Data Processing & Outsourced Services 8.0%
	3,950	MasterCard, Inc., Class A		1,783,346
	13,435	Visa, Inc., Class A		1,804,052

				3,587,398

		Diversified REITs 0.6%
	177,857	Star Asia Financial Ltd.* †		266,786

		Drug Retail 3.6%
	43,500	Walgreen Co.		1,585,140

		Health Care Services 2.2%
	14,240	Chemed Corp.		986,690

		Integrated Oil & Gas 4.5%
	8,500	Occidental Petroleum Corp.		731,510
	39,081	Suncor Energy, Inc. (Canada)		1,285,541

				2,017,051

		Mortgage REITs 12.0%
	47,600	American Capital Mortgage Investment Corp.		1,196,188
	94,991	Colony Financial, Inc.		1,850,424
	23,600	Hatteras Financial Corp.		665,284
	256,366	NorthStar Realty Finance Corp.		1,630,488

				5,342,384

		Oil & Gas Drilling 2.4%
	22,400	Helmerich & Payne, Inc.		1,066,464

		Oil & Gas Equipment & Services 2.1%
	15,100	CARBO Ceramics, Inc.		950,092

		Personal Products 6.1%
	57,623	Herbalife Ltd.		2,731,330

		Pharmaceuticals 1.7%
	18,875	Teva Pharmaceutical Industries Ltd. ADR (Israel)		781,614

		Railroads 4.1%
	20,500	Canadian National Railway Co. (Canada)		1,813,859

		Regional Banks 4.5%
	268,005	CapitalSource, Inc.		2,031,478

		Restaurants 1.6%
	7,570	McDonald’s Corp.		694,547

		Semiconductors 8.7%
	23,545	Altera Corp.		800,177
	61,730	Intel Corp.		1,400,036
	30,015	Microchip Technology, Inc.		982,691
	20,700	Xilinx, Inc.		691,587

				3,874,491

		Trading Companies & Distributors 1.5%
	3,130	W.W. Grainger, Inc.		652,198


		Total Common Stocks (cost $31,645,053)		34,740,203


Shares			Value

		LIMITED LIABILITY COMPANY MEMBERSHIP INTEREST 10.5%

		Asset Management & Custody Banks 4.2%
	186,000	Och-Ziff Capital Management Group, LLC	$	1,796,760
	77,279	Star Asia SPV, LLC*** †		99,690

				1,896,450

		Residential REITs 2.3%
	69,000	Apollo Global Management, LLC		1,011,540

		Specialized Finance 4.0%
	175,800	KKR Financial Holdings, LLC		1,766,790


		Total Limited Liability Company Membership Interest (cost $4,464,758)		4,674,780


Principal Amount			Value

		CORPORATE BONDS 0.0%

		Gold 0.0%
	$210,762	Redcorp Ventures Ltd., 13.00%, 7/11/12, Series D*** † ^§§ (Canada)	$	4,073


		Total Corporate Bonds (cost $155,655)		4,073


		SHORT-TERM INVESTMENTS 11.7%

		Repurchase Agreement 11.7%
	5,224,570	Repurchase Agreement dated 9/28/12, 0.01% due 10/1/12 with State Street Bank and Trust Co. collateralized by $3,920,000 of United States Treasury Bonds 4.500% due 8/15/39; value: $5,329,628; repurchase proceeds: $5,224,574 (cost $5,224,570)		5,224,570


		Total Short-Term Investments (cost $5,224,570)		5,224,570


		Total Investments (cost $41,490,036) 100.0%		44,643,626

		Liabilities less Other Assets (<0.1%)		(8,204	)


		NET ASSETS 100.0%	$	44,635,422


		Non-income producing. **Security was fair valued under procedures adopted by the Board of Trustees (see Note 15). †Security purchased in a private placement transaction or under Rule 144A of the Securities Act of 1933 (see Note 11). ^§§In default. ADR American Depositary Receipt. REIT Real Estate Investment Trust. See Notes to Financial Statements.

At September 30, 2012, Wasatch Strategic Income Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Canada		7.9
Israel		2.0
United States		90.1

TOTAL		100.0	%


WASATCH ULTRA GROWTH FUND (WAMCX) — Schedule of Investments		*SEPTEMBER 30, 2012*


Shares			Value

		COMMON STOCKS 94.0%

		Alternative Carriers 0.6%
	123,515	inContact, Inc.*	$	805,318

		Apparel Retail 0.5%
	74,268	Body Central Corp.*		776,101

		Application Software 9.1%
	26,671	Concur Technologies, Inc.*		1,966,453
	151,000	Exa Corp.*		1,638,350
	67,108	Interactive Intelligence Group, Inc.*		2,016,595
	83,700	RealPage, Inc.*		1,891,620
	196,515	Tangoe, Inc.*		2,580,242
	28,489	Ultimate Software Group, Inc.*		2,908,727

				13,001,987

		Asset Management & Custody Banks 2.3%
	65,616	CETIP S.A. — Mercados Organizados (Brazil)		861,175
	65,938	SEI Investments Co.		1,414,370
	12,430	Virtus Investment Partners, Inc.*		1,068,980

				3,344,525

		Auto Parts & Equipment 1.6%
	73,475	WABCO India Ltd. (India)		2,298,488

		Biotechnology 3.6%
	273,698	Abcam plc (United Kingdom)		1,775,934
	123,471	Exact Sciences Corp.*		1,359,416
	401,759	NeurogesX, Inc.*		84,369
	22,554	OncoGenex Pharmaceutical, Inc.*		319,590
	160,272	Sangamo Biosciences, Inc.*		974,454
	22,494	Seattle Genetics, Inc.*		606,213

				5,119,976

		Building Products 0.6%
	24,046	Trex Co., Inc.*		820,449

		Communications Equipment 0.9%
	6,901	F5 Networks, Inc.*		722,535
	26,205	Riverbed Technology, Inc.*		609,790

				1,332,325

		Computer Storage & Peripherals 1.0%
	232,449	Intevac, Inc.*		1,420,263

		Construction Materials 1.2%
	5,705,580	PT Holcim Indonesia Tbk (Indonesia)		1,699,154

		Consumer Finance 4.0%
	192,187	DFC Global Corp.*		3,296,007
	25,135	First Cash Financial Services, Inc.*		1,156,462
	70,848	Mahindra & Mahindra Financial Services Ltd. (India)		1,207,485

				5,659,954

		Data Processing & Outsourced Services 2.9%
	76,830	ExlService Holdings, Inc.*		2,266,485
	54,690	Higher One Holdings, Inc.*		737,221
	18,340	Syntel, Inc.		1,144,600

				4,148,306

		Distributors 0.9%
	29,491	Pool Corp.		1,226,236

		Diversified Banks 4.8%
	1,399,402	City Union Bank Ltd. (India)		1,402,188
	124,650	HDFC Bank Ltd. (India)		1,483,417
	551,800	Yes Bank Ltd. (India)		4,009,429

				6,895,034


Shares			Value

		Electrical Components & Equipment 3.4%
	137,791	Polypore International, Inc.*	$	4,870,912

		Electronic Manufacturing Services 1.0%
	26,171	IPG Photonics Corp.*		1,499,598

		Environmental & Facilities Services 2.5%
	75,200	Heritage-Crystal Clean, Inc.*		1,492,720
	69,403	Waste Connections, Inc.		2,099,441

				3,592,161

		General Merchandise Stores 1.5%
	116,134	Gordmans Stores, Inc.*		2,142,672

		Health Care Equipment 5.8%
	257,530	AtriCure, Inc.*		1,916,023
	686,100	Cardica, Inc.*		987,984
	145,632	Cardiovascular Systems, Inc.*		1,683,506
	181,600	Novadaq Technologies, Inc.* (Canada)		1,877,744
	82,018	NuVasive, Inc.*		1,879,032
	16,460	Zonare Medical Systems, Inc.* *** †		165

				8,344,454

		Health Care Services 0.8%
	26,211	IPC The Hospitalist Co., Inc.*		1,197,843

		Health Care Technology 1.4%
	36,130	Computer Programs and Systems, Inc.		2,007,021

		Industrial Machinery 3.3%
	74,697	IDEX Corp.		3,120,094
	47,159	Proto Labs, Inc.*		1,594,917

				4,715,011

		Internet Retail 3.9%
	142,083	CafePress, Inc.*		1,294,376
	17,100	HomeAway, Inc.*		400,995
	131,151	MakeMyTrip Ltd.* (India)		2,233,502
	52,153	Shutterfly, Inc.*		1,623,001

				5,551,874

		Internet Software & Services 6.7%
	88,132	Angie’s List, Inc.*		932,437
	12,408	CoStar Group, Inc.*		1,011,748
	75,029	E2open, Inc.*		1,018,894
	93,286	SciQuest, Inc.*		1,697,805
	60,212	SPS Commerce, Inc.*		2,316,356
	229,115	TechTarget, Inc.*		1,354,070
	37,450	Vistaprint N.V.*		1,278,917
	91,388	Xtera Communications, Inc.* *** †		914

				9,611,141

		IT Consulting & Other Services 4.0%
	48,578	Cognizant Technology Solutions Corp., Class A*		3,396,574
	21,402	hiSoft Technology International Ltd. ADR* (China)		221,082
	200,973	ServiceSource International, Inc.*		2,061,983

				5,679,639

		Leisure Products 1.1%
	171,626	Black Diamond, Inc.*		1,505,160

		Life Sciences Tools & Services 0.7%
	42,629	ICON plc ADR* (Ireland)		1,038,869

		Oil & Gas Equipment & Services 1.0%
	19,440	Dril-Quip, Inc.*		1,397,347


WASATCH ULTRA GROWTH FUND (WAMCX) — Schedule of Investments *(continued)*


Shares			Value

		Oil & Gas Exploration & Production 1.9%
	95,930	Northern Oil and Gas, Inc.*	$	1,629,851
	47,200	Ultra Petroleum Corp.*		1,037,456

				2,667,307

		Oil & Gas Refining & Marketing 0.3%
	133,460	Amyris, Inc.*		459,102

		Packaged Foods & Meats 1.4%
	36,076	GlaxoSmithKline Consumer Healthcare Ltd. (India)		2,064,905

		Personal Products 0.0%
	50,403	Ophthonix, Inc.* *** †		504

		Pharmaceuticals 1.1%
	79,000	Cempra, Inc.*		588,550
	282,846	Horizon Pharma, Inc.*		981,476

				1,570,026

		Restaurants 1.4%
	76,550	Jubilant Foodworks Ltd.* (India)		1,985,772

		Semiconductors 5.7%
	27,987	Hittite Microwave Corp.*		1,552,439
	21,695	NVE Corp.*		1,284,127
	60,834	Power Integrations, Inc.††		1,851,178
	49,222	Silicon Laboratories, Inc.*		1,809,401
	74,370	Volterra Semiconductor Corp.*		1,626,472

				8,123,617

		Specialized Finance 1.2%
	98,350	CRISIL Ltd. (India)		1,790,046

		Specialty Chemicals 1.7%
	44,043	Balchem Corp.		1,617,700
	247,500	EcoSynthetix, Inc.* (Canada)		825,713

				2,443,413

		Specialty Stores 0.2%
	5,900	Five Below, Inc.*		230,572

		Systems Software 4.6%
	18,772	NetSuite, Inc.*		1,197,654
	115,454	OPNET Technologies, Inc.		3,933,518
	29,052	Sourcefire, Inc.*		1,424,419

				6,555,591

		Thrifts & Mortgage Finance 0.7%
	195,084	LIC Housing Finance Ltd. (India)		1,045,232

		Trading Companies & Distributors 0.9%
	20,029	MSC Industrial Direct Co., Inc., Class A		1,351,156

		Trucking 1.8%
	94,774	Knight Transportation, Inc.		1,355,268
	41,833	Old Dominion Freight Line, Inc.*		1,261,683

				2,616,951


		Total Common Stocks (cost $114,287,305)		134,606,012


		PREFERRED STOCKS 0.7%

		Biotechnology 0.1%
	169,492	Nanosys, Inc., Series D Pfd.* *** †		194,068
	40,380	Nanosys, Inc., Series E Pfd.* *** †		46,235

				240,303


Shares			Value


		Health Care Technology 0.6%
	253,064	Data Sciences International, Inc., Series B Pfd.* *** †	$	807,502
	243,902	TherOx, Inc., Series I Pfd.* *** †		14,634

				822,136


		Total Preferred Stocks (cost $2,021,237)		1,062,439


		LIMITED PARTNERSHIP INTEREST 4.3%

		Asset Management & Custody Banks 4.3%
		Greenspring Global Partners II-B, L.P.*** †		4,468,020
		Greenspring Global Partners III-B, L.P.*** †		1,658,433

				6,126,453


		Total Limited Partnership Interest (cost $5,424,467)		6,126,453


		WARRANTS 0.0%

		Biotechnology 0.0%
	43,605	NeurogesX, Inc., expiring 7/22/16* *** †		436


		Health Care Equipment 0.0%
	165,000	Cardica, Inc., expiring 9/29/14* *** †		9,900


		Total Warrants (cost $26,076)		10,336


Principal Amount			Value


		SHORT-TERM INVESTMENTS 0.9%

		Repurchase Agreement 0.9%
	$1,319,049	Repurchase Agreement dated 9/28/12, 0.01% due 10/1/12 with State Street Bank and Trust Co. collateralized by $990,000 of United States Treasury Bonds 4.500% due 8/15/39; value: $1,346,003; repurchase proceeds: $1,319,050†† (cost $1,319,049)	$	1,319,049


		Total Short-Term Investments (cost $1,319,049)		1,319,049


		Total Investments (cost $123,078,134) 99.9%		143,124,289

		Other Assets less Liabilities 0.1%		134,394


		NET ASSETS 100.0%	$	143,258,683


		Non-income producing. **Security was fair valued under procedures adopted by the Board of Trustees (see Note 15). †Security purchased in a private placement transaction or under Rule 144A of the Securities Act of 1933 (see Note 11). ††All or a portion of this security has been designated as collateral for purchase commitments (see Note 12). ADR American Depositary Receipt. See Notes to Financial Statements.


		*SEPTEMBER 30, 2012*

At September 30, 2012, Wasatch Ultra Growth Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Brazil		0.6
Canada		1.9
China		0.2
India		13.8
Indonesia		1.2
Ireland		0.7
United Kingdom		1.2
United States		80.4

TOTAL		100.0	%


WASATCH WORLD INNOVATORS FUND (WAGTX) — Schedule of Investments


Shares			Value


		COMMON STOCKS 85.6%

		Application Software 0.6%
	35,641	BasWare Oyj (Finland)	$	1,031,512

		Asset Management & Custody Banks 1.5%
	43,500	Ameriprise Financial, Inc.		2,466,015

		Automotive Retail 0.9%
	52,800	Mekonomen AB (Sweden)		1,565,142

		Biotechnology 3.4%
	540,003	Abcam plc (United Kingdom)		3,503,897
	83,960	Myriad Genetics, Inc.*		2,266,080

				5,769,977

		Cable & Satellite 1.5%
	47,000	DIRECTV*		2,465,620

		Commercial Printing 1.6%
	205,700	InnerWorkings, Inc.*		2,678,214

		Computer Hardware 4.4%
	9,838	Apple, Inc.		6,564,504
	81,978	Silicon Graphics International Corp.*		746,000

				7,310,504

		Computer Storage & Peripherals 2.9%
	180,800	EMC Corp.*		4,930,416

		Data Processing & Outsourced Services 9.0%
	11,075	MasterCard, Inc., Class A		5,000,141
	185,800	VeriFone Systems, Inc.*		5,174,530
	37,295	Visa, Inc., Class A		5,007,973

				15,182,644

		Diversified Support Services 0.6%
	54,554	Ritchie Bros. Auctioneers, Inc. (Canada)		1,049,074

		Drug Retail 0.5%
	24,207	Walgreen Co.		882,103

		Electronic Equipment & Instruments 0.3%
	12,419	Hologram Industries (France)		463,102

		Environmental & Facilities Services 0.4%
	39,500	Park24 Co. Ltd. (Japan)		646,529

		Health Care Equipment 6.6%
	168,799	DiaSorin S.p.A. (Italy)		5,884,116
	94,182	Mindray Medical International Ltd. ADR (China)		3,165,457
	22,506	STRATEC Biomedical AG (Germany)		1,034,219
	15,990	Varian Medical Systems, Inc.*		964,517

				11,048,309

		Health Care Services 1.3%
	75,511	Bio-Reference Laboratories, Inc.*		2,158,104

		Health Care Supplies 2.2%
	32,106	Sartorius Stedim Biotech (France)		2,890,442
	685,382	Shandong Weigao Group Medical Polymer Co. Ltd. (China)		887,420

				3,777,862

		Home Entertainment Software 1.1%
	167,940	Activision Blizzard, Inc.		1,894,363


Shares			Value

		Household Appliances 1.3%
	34,773	iRobot Corp.*	$	791,434
	35,300	SodaStream International Ltd.* (Israel)		1,382,701

				2,174,135

		Internet Retail 2.7%
	11,366	Amazon.com, Inc.*		2,890,601
	45,794	ASOS plc* (United Kingdom)		1,624,942

				4,515,543

		Internet Software & Services 10.4%
	86,825	Ancestry.com, Inc.*		2,611,696
	155,135	eBay, Inc.*		7,510,085
	23,670	Facebook, Inc.*		512,456
	9,165	Google, Inc., Class A*		6,914,993
	6,528	Xtera Communications, Inc.*** †		65

				17,549,295

		IT Consulting & Other Services 1.8%
	30,900	Cognizant Technology Solutions Corp., Class A*		2,160,528
	3,810	International Business Machines Corp.		790,385

				2,950,913

		Leisure Products 0.5%
	11,800	Shimano, Inc. (Japan)		858,402

		Life Sciences Tools & Services 1.5%
	64,000	Agilent Technologies, Inc.		2,460,800

		Movies & Entertainment 0.6%
	56,950	DreamWorks Animation SKG, Inc.*		1,095,149

		Oil & Gas Refining & Marketing 2.2%
	105,900	World Fuel Services Corp.		3,771,099

		Personal Products 4.3%
	151,101	Herbalife Ltd.		7,162,187

		Pharmaceuticals 2.7%
	43,130	Teva Pharmaceutical Industries Ltd. ADR (Israel)		1,786,013
	49,600	Valeant Pharmaceuticals International, Inc.* (Canada)		2,741,392

				4,527,405

		Real Estate Services 0.9%
	34,800	Zillow, Inc.*		1,467,864

		Restaurants 2.3%
	191,377	Arcos Dorados Holdings, Inc., Class A (Brazil)		2,952,947
	2,891	Chipotle Mexican Grill, Inc.*		918,008

				3,870,955

		Semiconductors 6.5%
	72,512	Altera Corp.		2,464,320
	61,000	ARM Holdings plc, ADR (United Kingdom)		1,706,780
	114,000	Intel Corp.		2,585,520
	180,000	NVIDIA Corp.*		2,401,200
	52,700	Xilinx, Inc.		1,760,707

				10,918,527

		Specialized Finance 3.9%
	14,958	IntercontinentalExchange, Inc.*		1,995,547
	142,431	MarketAxess Holdings, Inc.		4,500,819

				6,496,366

		Specialty Chemicals 0.5%
	29,300	Novozymes A/S, Class B (Denmark)		808,321


		*SEPTEMBER 30, 2012*


Shares			Value

		Systems Software 3.1%
	107,800	Check Point Software Technologies Ltd.* (Israel)	$	5,191,648

		Technology Distributors 0.5%
	27,000	SYNNEX Corp.*		879,660

		Trading Companies & Distributors 0.9%
	38,100	MonotaRO Co. Ltd. (Japan)		1,044,237
	6,200	MSC Industrial Direct Co., Inc., Class A		418,252

				1,462,489

		Trucking 0.2%
	15,672	Trancom Co. Ltd. (Japan)		311,312


		Total Common Stocks (cost $125,964,993)		143,791,560


		PREFERRED STOCKS 1.8%

		Health Care Equipment 1.8%
	37,037	Sartorius AG Pfd. (Germany)		2,948,957


		Total Preferred Stocks (cost $1,559,980)		2,948,957


		LIMITED PARTNERSHIP INTEREST 0.3%

		Asset Management & Custody Banks 0.3%
		Greenspring Global Partners II-B, L.P.*** †		496,747


		Total Limited Partnership Interest (cost $454,387)		496,747


		WARRANTS 0.0%

		Health Care Equipment 0.0%
	71,500	Cardica, Inc., expiring 9/29/14* *** †		4,290


		Total Warrants (cost $8,937)		4,290


Principal Amount			Value

		SHORT-TERM INVESTMENTS 12.8%

		Repurchase Agreement 12.8%
	$21,497,002	Repurchase Agreement dated 9/28/12, 0.01% due 10/1/12 with State Street Bank and Trust Co. collateralized by $16,130,000 of United States Treasury Bonds 4.500% due 8/15/39; value: $21,930,332; repurchase proceeds: $21,497,002†† (cost $21,497,020)	$	21,497,002


		Total Short-Term Investments (cost $21,497,002)		21,497,002



Total Investments (cost $149,485,299) 100.5%		168,738,556

Liabilities less Other Assets (0.5%)		(804,646	)


NET ASSETS 100.0%	$	167,933,910


Non-income producing. **Security was fair valued under procedures adopted by the Board of Trustees (see Note 15). †Security purchased in a private placement transaction or under Rule 144A of the Securities Act of 1933 (see Note 11). ††All or a portion of this security has been designated as collateral for purchase commitments (see Note 12). ADR American Depositary Receipt. See Notes to Financial Statements.

At September 30, 2012, Wasatch World Innovators Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Brazil		2.0
Canada		2.6
China		2.8
Denmark		0.5
Finland		0.7
France		2.3
Germany		2.7
Israel		5.7
Italy		4.0
Japan		1.9
Sweden		1.1
United Kingdom		4.6
United States		69.1

TOTAL		100.0	%


WASATCH-1ST SOURCE INCOME FUND (FMEQX) — Schedule of Investments


Principal Amount			Value

		ASSET BACKED SECURITIES 3.1%

	$1,500,000	Citibank Credit Card Issuance Trust, 5.65%, 9/20/19, Series 2007-A8, Class A8	$	1,836,743
	900,000	Citibank Omni Master Trust, 4.90%, 11/15/18, Series 2009-A17, Class A17†		981,008
	1,400,000	World Financial Network Credit Card Master Trust, 3.14%, 1/17/23, Series 2012-A, Class A		1,513,978


		Total Asset Backed Securities (cost $4,184,989)		4,331,729


		COLLATERALIZED MORTGAGE OBLIGATIONS 24.3%

	250,000	Banc of America Merrill Lynch Commercial Mortgage, Inc., 5.247%, 11/10/42, Series 2005-1, Class A4†††		255,377
	24,329	Banc of America Mortgage Securities, Inc., 2.912%, 2/25/33, Series 2003-A, Class 3A1†††		22,584
	98,845	Bear Stearns Commercial Mortgage Securities, 4.735%, 9/11/42, Series 2005-PWR9, Class A2		101,377
	119,896	Countrywide Home Loan Mortgage Pass Through Trust, 4.50%, 8/25/19, Series 2004-J7, Class 2A1		121,710
	687,329	Federal Home Loan Mortgage Corp., 1.50%, 9/15/22, Series 3760, Class BA		693,679
	337,791	Federal Home Loan Mortgage Corp., 1.50%, 4/15/24, Series 3780, Class TA		339,203
	115,417	Federal Home Loan Mortgage Corp., 2.358%, 5/1/31, Series 847292†††		123,701
	94,843	Federal Home Loan Mortgage Corp., 2.455%, 12/1/32, Series 847527†††		99,823
	61,408	Federal Home Loan Mortgage Corp., 2.54%, 11/1/35, Series 1M0010†††		65,314
	28,819	Federal Home Loan Mortgage Corp., 2.861%, 8/1/33, Series 847281†††		30,823
	361,775	Federal Home Loan Mortgage Corp., 3.456%, 1/1/25, Series 775629†††		363,555
	255,268	Federal Home Loan Mortgage Corp., 3.658%, 5/1/25, Series 775617†††		269,600
	124,330	Federal Home Loan Mortgage Corp., 4.00%, 6/15/17, Series 2714, Class BW		124,494
	337,052	Federal Home Loan Mortgage Corp., 4.50%, 12/1/18, Series G11657		362,241
	300,634	Federal Home Loan Mortgage Corp., 5.50%, 5/15/15, Series 2808, Class VA		316,310
	94,490	Federal Home Loan Mortgage Corp., 5.50%, 10/1/25, Series C90925		103,593
	319,820	Federal Home Loan Mortgage Corp., 5.50%, 8/1/29, Series C46102		350,631
	333,397	Federal National Mortgage Assoc., 1.94%, 12/1/35, Series 848390†††		347,773
	378,727	Federal National Mortgage Assoc., 2.055%, 1/1/35, Series 825245†††		398,516
	174,305	Federal National Mortgage Assoc., 2.535%, 11/1/34, Series 782320†††		186,545
	16,544	Federal National Mortgage Assoc., 2.60%, 10/1/32, Series 659567†††		16,600
	181,087	Federal National Mortgage Assoc., 2.814%, 1/1/18, Series 57735†††		187,424
	186,474	Federal National Mortgage Assoc., 2.895%, 2/1/21, Series 313380†††		194,844
	299,650	Federal National Mortgage Assoc., 3.50%, 6/25/23, Series 2003-46, Class LD		314,541


Principal Amount			Value

	$ 339,171	Federal National Mortgage Assoc., 3.875%, 1/25/39, Series 2009-2, Class WJ	$	365,860
	214,803	Federal National Mortgage Assoc., 4.00%, 10/25/32, Series 2003-28, Class GA		223,112
	170,512	Federal National Mortgage Assoc., 4.066%, 7/1/19, Series 070377†††		177,601
	332,146	Federal National Mortgage Assoc., 4.50%, 5/1/19, Series 725445		359,467
	309,456	Federal National Mortgage Assoc., 4.50%, 7/1/19, Series 725609		334,910
	566,509	Federal National Mortgage Assoc., 4.50%, 6/25/29, Series 2005-121, Class V		596,263
	1,301,800	Federal National Mortgage Assoc., 5.00%, 7/25/23, Series 2005-4, Class VG		1,345,505
	250,000	Federal National Mortgage Assoc., 5.50%, 5/25/23, Series 2003-42, Class EK		288,333
	295,050	Government National Mortgage Assoc., 1.625%, 1/20/30, Series 80364†††		307,219
	587,640	Government National Mortgage Assoc., 1.625%, 9/20/34, Series 81054†††		608,009
	794,446	Government National Mortgage Assoc., 1.75%, 6/20/30, Series 80416†††		827,015
	782,750	Government National Mortgage Assoc., 2.125%, 7/20/34, Series 80987†††		815,655
	1,075,626	Government National Mortgage Assoc., 2.50%, 5/20/40, Series 2012-94, Class GA		1,122,400
	956,165	Government National Mortgage Assoc., 3.00%, 8/20/38, Series 2010-47, Class CG		993,468
	976,909	Government National Mortgage Assoc., 3.00%, 12/20/38, Series 2010-89, Class PA		1,009,176
	1,508,079	Government National Mortgage Assoc., 3.00%, 5/20/39, Series 2010-68, Class YE		1,569,492
	1,786,615	Government National Mortgage Assoc., 3.00%, 10/20/39, Series 2010-117, Class GD		1,863,580
	1,142,801	Government National Mortgage Assoc., 3.00%, 6/20/41, Series 2011-138, Class PN		1,188,182
	31,842	Government National Mortgage Assoc., 3.25%, 7/20/37, Series 2010-33, Class AP		31,851
	1,517,836	Government National Mortgage Assoc., 3.50%, 1/20/37, Series 2009-31, Class PD		1,586,456
	1,748,193	Government National Mortgage Assoc., 3.50%, 6/20/39, Series 2010-129, Class NU		1,880,316
	669,089	Government National Mortgage Assoc., 4.00%, 6/20/38, Series 2009-69, Class WC		697,984
	1,157,787	Government National Mortgage Assoc., 4.00%, 9/20/38, Series 2009-108, Class WG		1,245,230
	1,031,612	Government National Mortgage Assoc., 4.00%, 3/20/39, Series 2009-31, Class TA		1,100,457
	951,303	Government National Mortgage Assoc., 4.00%, 4/16/39, Series 2009-110, Class AB		996,443
	1,054,368	Government National Mortgage Assoc., 4.00%, 8/20/39, Series 2009-69, Class PV		1,116,028
	581,959	Government National Mortgage Assoc., 4.50%, 8/15/24, Series 717874		636,284
	766,104	Government National Mortgage Assoc., 4.50%, 6/20/34, Series 2009-101, Class G		798,820
	686,881	Government National Mortgage Assoc., 4.50%, 8/20/34, Series 2009-36, Class G		715,426
	721,870	Government National Mortgage Assoc., 4.50%, 8/16/35, Series 2009-62, Class DT		753,935
	482,730	Government National Mortgage Assoc., 4.50%, 2/20/38, Series 2009-55, Class NP		534,625
	752,322	Government National Mortgage Assoc., 4.50%, 3/20/39, Series 2009-14, Class AG		837,782
	293,930	Government National Mortgage Assoc., 4.658%, 12/16/30, Series 2005-12, Class C		306,097
	520,145	Government National Mortgage Assoc., 5.00%, 9/16/31, Series 2009-38, Class A		546,532


		*SEPTEMBER 30, 2012*


Principal Amount			Value

	$ 500,000	Government National Mortgage Assoc., 5.00%, 7/20/34, Series 2004-105, Class MC	$	543,305
	134,635	Government National Mortgage Assoc., 5.00%, 8/20/39, Series 004513		143,077


		Total Collateralized Mortgage Obligations (cost $33,197,361)		33,856,153


		CORPORATE BONDS 38.3%

		Aerospace & Defense 0.7%
	200,000	General Dynamics Corp., 4.25%, 5/15/13		204,994
	250,000	Martin Marietta Corp., 7.375%, 4/15/13		258,881
	500,000	Raytheon Co., 1.625%, 10/15/15		512,215

				976,090

		Air Freight & Logistics 0.5%
	620,000	United Parcel Service, Inc., 5.50%, 1/15/18		753,875

		Automotive Retail 0.6%
	775,000	AutoZone, Inc., 5.50%, 11/15/15		877,705

		Beverages — Non-alcoholic 1.1%
	500,000	PepsiAmericas, Inc., 5.00%, 5/15/17		584,047
	750,000	PepsiCo, Inc., 5.00%, 6/1/18		891,406

				1,475,453

		Cable & Satellite 0.7%
	800,000	Comcast Corp., 4.95%, 6/15/16		908,178

		Commercial Banks — Non-U.S. 1.5%
	1,100,000	Royal Bank of Canada, 2.00%, 5/15/20 MTN^## (Canada)		1,087,336
	1,000,000	Toronto-Dominion Bank (The), 2.375%, 10/19/16 (Canada)		1,051,842

				2,139,178

		Commercial Banks — Central U.S. 0.4%
	600,000	SunTrust Bank, 1.36%, 6/30/14†††		593,273

		Commercial Banks — Southern U.S. 0.6%
	800,000	BB&T Corp., 3.20%, 3/15/16 MTN		859,221

		Computer Hardware 0.7%
	900,000	Hewlett-Packard Co., 2.125%, 9/13/15		913,325

		Construction & Farm Machinery & Heavy Trucks 0.4%
	500,000	Caterpillar Financial Services Corp., 5.85%, 9/1/17 MTN		604,920

		Cosmetics & Toiletries 0.4%
	459,761	Procter & Gamble — ESOP, 9.36%, 1/1/21, Series A		622,761

		Distillers & Vintners 0.4%
	504,000	Diageo Capital plc, 7.375%, 1/15/14 (United Kingdom)		547,307

		Diversified Banks 4.9%
	1,250,000	Bank of America Corp., 7.375%, 5/15/14 MTN		1,368,314
	500,000	Goldman Sachs Group, Inc. (The), 3.625%, 2/7/16		527,445
	1,350,000	JPMorgan Chase Bank NA, 5.875%, 6/13/16		1,552,423
	500,000	SouthTrust Corp., 5.80%, 6/15/14		538,403
	1,125,000	US Bancorp, 2.20%, 11/15/16 MTN		1,180,937
	750,000	Wachovia Corp., 5.25%, 8/1/14		806,156
	700,000	Wachovia Corp., 5.75%, 2/1/18 MTN		845,309

				6,818,987


Principal Amount			Value

		Diversified Financial Services 2.8%
	$2,350,000	General Electric Capital Corp., 5.40%, 2/15/17 MTN	$	2,713,103
	1,000,000	General Electric Capital Corp., 5.625%, 5/1/18		1,179,300

				3,892,403

		Diversified Metals & Mining 0.3%
	450,000	Rio Tinto Alcan, Inc., 4.50%, 5/15/13 (Canada)		460,246

		Drug Retail 0.3%
	400,000	Walgreen Co., 4.875%, 8/1/13		414,108

		Electric Utilities 0.2%
	300,000	Florida Power & Light Co., 4.85%, 2/1/13		304,392

		Electric — Integrated 0.5%
	659,000	Southern Co. (The), 2.375%, 9/15/15, Series A		690,027

		Enterprise Software & Services 0.9%
	1,000,000	Oracle Corp., 5.75%, 4/15/18		1,240,943

		Finance — Auto Loans 0.4%
	500,000	PACCAR Financial Corp., 1.05%, 6/5/15 MTN		504,517

		Finance — Consumer Loans 0.7%
	1,000,000	John Deere Capital Corp., 2.00%, 1/13/17 MTN		1,041,682

		Finance — Credit Card 0.9%
	975,000	American Express Co., 6.15%, 8/28/17		1,186,023

		Finance — Other Services 0.4%
	500,000	Sun Canada Financial Co., 7.25%, 12/15/15†		566,669

		Footwear 0.5%
	600,000	Nike, Inc., 5.15%, 10/15/15 MTN		675,017

		Health Care Equipment 0.2%
	250,000	Baxter International, Inc., 4.625%, 3/15/15		274,384

		Industrial Gases 0.5%
	600,000	Praxair, Inc., 4.625%, 3/30/15		659,983

		Instruments — Scientific 0.5%
	700,000	Thermo Fisher Scientific, Inc., 3.20%, 3/1/16		746,359

		Integrated Telecommunication Services 1.6%
	129,084	Ameritech Capital Funding, 9.10%, 6/1/16		151,180
	870,000	AT&T, Inc., 5.50%, 2/1/18		1,055,384
	300,000	Verizon Communications, Inc., 5.50%, 2/15/18		365,767
	520,000	Verizon Communications, Inc., 5.55%, 2/15/16		601,654

				2,173,985

		Investment Banking & Brokerage 0.5%
	700,000	Morgan Stanley, 3.80%, 4/29/16		723,338

		Life & Health Insurance 1.1%
	850,000	Prudential Financial, Inc., 6.20%, 1/15/15		940,892
	480,000	Prudential Holdings, LLC, 7.245%, 12/18/23, Series FSA†		597,696

				1,538,588

		Medical Instruments 0.9%
	1,100,000	Medtronic, Inc., 4.45%, 3/15/20		1,278,474


WASATCH-1ST SOURCE INCOME FUND (FMEQX) — Schedule of Investments *(continued)*


Principal Amount			Value

		Medical — Drugs 0.6%
	$ 575,000	Pharmacia Corp., 6.75%, 12/15/27	$	778,505

		Medical — Health Maintenance Organizations 0.8%
	1,000,000	WellPoint, Inc., 4.35%, 8/15/20		1,097,103

		Movies & Entertainment 0.7%
	300,000	Walt Disney Co. (The), 2.75%, 8/16/21		315,776
	250,000	Walt Disney Co. (The), 4.50%, 12/15/13 MTN		262,381
	350,000	Walt Disney Co. (The), 6.00%, 7/17/17, Series C MTN		430,482

				1,008,639

		Oil Companies — Exploration & Production 0.5%
	600,000	Apache Finance Canada Corp., 4.375%, 5/15/15 (Canada)		656,446

		Oil Companies — Integrated 0.7%
	750,000	ConocoPhillips, 5.75%, 2/1/19		932,140

		Personal Products 0.5%
	655,000	Avon Products, Inc., 5.625%, 3/1/14		687,768

		Pharmaceuticals 2.9%
	745,000	AstraZeneca plc, 5.90%, 9/15/17 (United Kingdom)		915,119
	795,000	Cardinal Health, Inc., 6.00%, 6/15/17		919,081
	1,000,000	Johnson & Johnson, 5.55%, 8/15/17		1,219,744
	725,000	Pharmacia Corp., 6.50%, 12/1/18		922,271

				3,976,215

		Property & Casualty Insurance 0.3%
	435,000	Allstate Corp. (The), 7.50%, 6/15/13		456,502

		Railroads 1.1%
	300,000	Burlington Northern Santa Fe, LLC, 4.30%, 7/1/13		308,513
	1,000,000	Union Pacific Corp., 5.70%, 8/15/18		1,217,930

				1,526,443

		Regional Banks 0.6%
	700,000	Fifth Third Bancorp, 5.45%, 1/15/17		788,150

		Semiconductor Equipment 0.2%
	250,000	Applied Materials, Inc., 2.65%, 6/15/16		264,365

		Soft Drinks 0.4%
	600,000	Bottling Group, LLC, 4.625%, 11/15/12		602,944

		Special Purpose Entity 0.4%
	525,000	Principal Life Global Funding I, 5.05%, 3/15/15†		571,521

		Specialized Finance 0.4%
	600,000	CME Group, Inc., 5.40%, 8/1/13		624,817

		Specialty Chemicals 1.2%
	1,150,000	Lubrizol Corp., 8.875%, 2/1/19		1,625,474

		Steel 0.9%
	1,000,000	Nucor Corp., 5.75%, 12/1/17		1,215,172

		Total Corporate Bonds (cost $51,028,388)		53,273,615

		MUNICIPAL BONDS 1.4%

	650,000	Arizona State Transportation Board Highway Revenue, 5.00%, 7/1/23		736,840
	625,000	City of Liberty MO, 4.45%, 10/1/13 (NATL-RE)		625,000
	500,000	Richmond Joint Powers Financing Authority, 8.25%, 7/1/19 Class B		562,085


		Total Municipal Bonds (cost $1,788,846)		1,923,925



Shares			Value

		MUTUAL FUNDS 0.6%

	49,453	Eaton Vance Short Duration Diversified Income Fund	$	871,362


		Total Mutual Funds (cost $751,608)		871,362


		EXCHANGE TRADED FUNDS 0.5%

	6,000	iShares iBoxx Investment Grade Corporate Bond Fund		730,620


		Total Exchange Traded Funds (cost $519,311)		730,620


Principal Amount			Value
		U.S. GOVERNMENT AGENCY SECURITIES 17.1%

	$1,000,000	Federal Farm Credit Bank, 2.65%, 5/11/15	$	1,058,944
	1,000,000	Federal Farm Credit Bank, 3.85%, 2/11/15		1,082,112
	1,000,000	Federal Farm Credit Bank, 3.875%, 10/7/13		1,037,072
	650,000	Federal Farm Credit Bank, 4.875%, 4/1/14		694,773
	1,415,000	Federal Home Loan Bank, 3.625%, 3/10/17		1,586,876
	1,150,000	Federal Home Loan Mortgage Corp., 1.25%, 11/16/15 MTN		1,151,055
	2,000,000	Federal Home Loan Mortgage Corp., 2.50%, 5/27/16		2,145,034
	1,300,000	Federal Home Loan Mortgage Corp., 3.00%, 7/28/14		1,362,625
	700,000	Federal Home Loan Mortgage Corp., 4.75%, 11/17/15		793,747
	1,500,000	Federal National Mortgage Assoc., 1.125%, 12/28/16, Series 0001^##		1,503,489
	1,525,000	Federal National Mortgage Assoc., 1.25%, 10/26/16, Series 4^##		1,526,011
	1,050,000	Federal National Mortgage Assoc., 2.05%, 5/23/17		1,112,224
	2,200,000	Federal National Mortgage Assoc., 2.625%, 11/20/14		2,309,787
	1,800,000	Federal National Mortgage Assoc., 4.875%, 12/15/16		2,115,871
	600,000	Federal National Mortgage Assoc., 5.24%, 8/7/18		624,383
	579,429	New Valley Generation IV, 4.687%, 1/15/22		663,047
	800,000	Tennessee Valley Authority, 3.875%, 2/15/21		939,447
	1,000,000	Tennessee Valley Authority, 6.25%, 12/15/17, Series E		1,274,568
	1,000,000	Tennessee Valley Authority Generic Strip, 0.00%, 11/1/18, Series C^###		915,619


		Total U.S. Government Agency Securities (cost $23,052,841)		23,896,684


		*SEPTEMBER 30, 2012*


Principal Amount			Value


		U.S. TREASURY INFLATION PROTECTED BONDS 1.5%

	$ 354,302	U.S. Treasury Bond, 0.125%, 1/15/22^#	$	386,742
	1,421,745	U.S. Treasury Bond, 1.625%, 1/15/18^#		1,663,553


		Total U.S. Treasury Inflation Protected Bonds (cost $1,744,801)		2,050,295


		U.S. TREASURY NOTES 9.8%

	1,250,000	U.S. Treasury Note, 2.75%, 12/31/17		1,383,594
	4,125,000	U.S. Treasury Note, 3.25%, 12/31/16		4,600,988
	6,500,000	U.S. Treasury Note, 3.625%, 8/15/19		7,634,451


		Total U.S. Treasury Notes (cost $13,088,144)		13,619,033


Shares			Value
		PREFERRED STOCKS 0.8%

		Diversified Banks 0.5%
	4,762	Bank One Capital TR VI, 7.20%, Pfd.	$	122,479
	14,200	Harris Preferred Capital Corp., 7.375%, Series A Pfd.^§§§		363,804
	10,000	JPMorgan Chase Capital XIX, 6.625%, Series S Pfd.		252,600

				738,883

		Electric Utilities 0.1%
	5,000	Entergy Texas, Inc., 7.875%, Pfd.		143,900

		Investment Banking & Brokerage 0.2%
	10,000	Morgan Stanley Cap TR VI, 6.60%, Pfd.		251,300


		Total Preferred Stocks (cost $1,104,494)		1,134,083


Principal Amount			Value
		SHORT-TERM INVESTMENTS 1.9%

		Repurchase Agreement 1.9%
	$2,584,527	Repurchase Agreement dated 9/28/12, 0.01% due 10/1/12 with State Street Bank and Trust Co. collateralized by $1,940,000 of United States Treasury Bonds 4.500% due 08/15/39; value: $2,637,622; repurchase proceeds: $2,584,530 (cost $2,584,527)	$	2,584,527


		Total Short-Term Investments (cost $2,584,527)		2,584,527


		Total Investments (cost $133,045,310) 99.3%		138,272,026

		Other Assets less Liabilities 0.7%		914,153


		NET ASSETS 100.0%	$	139,186,179


		†Liquid security purchased in a private placement transaction or under Rule 144A of the Securities Act of 1933. †††Variable rate securities. ^§§§Perpetual maturity. Callable any time after first call date. Maturity date is next call date. ^#Treasury Inflation Protected Securities. A U.S. Treasury Note or Bond that offers protection from inflation by paying a fixed rate of interest on a principal amount that is adjusted for inflation based on the Consumer Price Index. ^##Step bond. The rate shown is as of September 30, 2012 and will reset at a future date. ^###Zero coupon bond. MTN Medium Term Note. NATL-RE National Public Finance Guarantee Corporation. See Notes to Financial Statements.

At September 30, 2012, Wasatch-1st Source Income Fund’s investments, excluding short-term investments, were in the following countries:


Country	%
Canada		2.4
United Kingdom		1.1
United States		96.5

TOTAL		100.0	%


WASATCH-HOISINGTON U.S. TREASURY FUND (WHOSX) — Schedule of Investments		*SEPTEMBER 30, 2012*


Principal Amount			Value

		U.S. GOVERNMENT OBLIGATIONS 98.0%

	$28,000,000	U.S. Treasury Bond, 3.00%, 5/15/42	$	29,032,500
	30,500,000	U.S. Treasury Bond, 3.125%, 11/15/41		32,492,016
	8,000,000	U.S. Treasury Bond, 3.125%, 2/15/42		8,510,000
	9,700,000	U.S. Treasury Bond, 3.50%, 2/15/39		11,135,299
	3,000,000	U.S. Treasury Bond, 3.875%, 8/15/40		3,665,157
	4,035,000	U.S. Treasury Bond, 4.25%, 5/15/39		5,228,476
	6,900,000	U.S. Treasury Bond, 4.25%, 11/15/40		8,959,222
	1,400,000	U.S. Treasury Bond, 4.375%, 2/15/38		1,842,968
	1,040,000	U.S. Treasury Bond, 4.375%, 5/15/40		1,375,888
	10,000,000	U.S. Treasury Bond, 4.50%, 5/15/38		13,417,190
	6,000,000	U.S. Treasury Bond, 4.50%, 8/15/39		8,075,628
	6,260,000	U.S. Treasury Bond, 4.75%, 2/15/41		8,772,802
	58,400,000	U.S. Treasury Strip, principal only, 5/15/30		37,027,294
	52,300,000	U.S. Treasury Strip, principal only, 2/15/31		32,393,365
	54,837,000	U.S. Treasury Strip, principal only, 2/15/37		27,374,521
	55,000,000	U.S. Treasury Strip, principal only, 5/15/39		25,251,710
	26,000,000	U.S. Treasury Strip, principal only, 5/15/40		11,505,156


		Total U.S. Government Obligations (cost $227,356,461)		266,059,192


Principal Amount			Value

		SHORT-TERM INVESTMENTS 1.7%

		Repurchase Agreement 1.7%
	$4,640,675	Repurchase Agreement dated 9/28/12, 0.01% due 10/1/12 with State Street Bank and Trust Co. collateralized by $3,485,000 of United States Treasury Bonds 4.500% due 8/15/39; value: $4,738,203; repurchase proceeds: $4,640,679 (cost $4,640,675)	$	4,640,675


		Total Short-Term Investments (cost $4,640,675)		4,640,675


		Total Investments (cost $231,997,136) 99.7%		270,699,867

		Other Assets less Liabilities 0.3%		795,003


		NET ASSETS 100.0%	$	271,494,870


		See Notes to Financial Statements.

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WASATCH FUNDS — Statements of Assets and Liabilities


	CORE GROWTH FUND			EMERGING INDIA FUND			EMERGING MARKETS SMALL CAP FUND

Assets:
Investments, at cost
Unaffiliated issuers	$	386,582,923		$	12,025,826		$	1,208,735,444
Repurchase agreements		41,733,232			203,320			40,434,738

	$	428,316,155		$	12,229,146		$	1,249,170,182

Investments, at market value
Unaffiliated issuers	$	549,536,441		$	13,268,854		$	1,448,048,880
Repurchase agreements		41,733,232			203,320			40,434,738

		591,269,673			13,472,174			1,488,483,618
Cash		—			—			—
Foreign currency on deposit (cost of $0, $192,316, $689,431, $71,281, $58,887, $0, $243,179 and $15,831, respectively)		—			201,669			690,110
Receivable for investment securities sold		—			—			4,587,352
Capital shares receivable		842,199			93,835			2,097,694
Interest and dividends receivable		25,755			1,278			359,041
Prepaid expenses and other assets		40,392			8,724			73,318

Total Assets		592,178,019			13,777,680			1,496,291,133

Liabilities:
Call options written at value (premiums of $150,916, $0, $0, $0, $0, $0, $0 and $0, respectively)		112,700			—			—
Payable for securities purchased		—			—			4,220,533
Capital shares payable		837,665			100			736,476
Payable to Advisor		480,317			8,603			1,847,270
Accrued fund administration fees		15,790			342			38,579
Accrued expenses and other liabilities		259,943			45,835			907,787
Other payables		—			64,914			6,275,795

Total Liabilities		1,706,415			119,794			14,026,440

Net Assets	$	590,471,604		$	13,657,886		$	1,482,264,693

Net Assets Consist of:
Capital stock	$	142,576		$	67,620		$	5,564,135
Paid-in-capital in excess of par		465,848,849			13,415,446			1,308,598,652
Undistributed net investment income (loss)		(3,010,195	)		(159,823	)		(376,915	)
Undistributed net realized gain (loss) on investments, options and foreign currency translations		(35,501,360	)		(852,886	)		(64,553,470	)
Net unrealized appreciation on investments, options and foreign currency translations		162,991,734			1,187,529			233,032,291

Net Assets	$	590,471,604		$	13,657,886		$	1,482,264,693

Net Assets
Investor Class		581,370,672			13,657,886			1,482,264,693
Institutional Class²		9,100,932			—			—

Capital Stock Issued and Outstanding (Unlimited number of shares authorized, $.01 par value)
Investor Class		14,038,039			6,762,007			556,413,479
Institutional Class²		219,591			—			—

NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE
Investor Class	$	41.41		$	2.02		$	2.66

Institutional Class²	$	41.44		$	—		$	—

¹	Fund inception date was January 31, 2012.

²	Institutional Class inception date was January 31, 2012.

³	Prior period adjustment for dividends of $63,681 reclassed to return of capital.

See Notes to Financial Statements.


		*SEPTEMBER 30, 2012*


FRONTIER EMERGING SMALL COUNTRIES FUND¹		GLOBAL OPPORTUNITIES FUND			HERITAGE GROWTH FUND			INTERNATIONAL GROWTH FUND			INTERNATIONAL OPPORTUNITIES FUND



$	27,177,502	$	114,202,139		$	83,842,794		$	312,939,951		$	148,752,386
	1,416,788		—			7,801,469			17,951,553			7,818,066

$	28,594,290	$	114,202,139		$	91,644,263		$	330,891,504		$	156,570,452


$	30,818,042	$	155,537,908		$	104,241,590		$	414,543,712		$	188,789,405
	1,416,788		—			7,801,469			17,951,553			7,818,066

	32,234,830		155,537,908			112,043,059			432,495,265			196,607,471
	164,510		—			—			—			—

	71,370		58,786			—			242,740			15,935
	76,467		48			—			197,492			953
	944,895		214,012			12,350			2,322,806			95,295
	49,606		106,951			38,599			692,018			317,011
	32,949		25,136			15,672			36,496			12,948

	33,574,627		155,942,841			112,109,680			435,986,817			197,049,613



	—		—			—			—			—
	383,448		9			—			314			1,619,030
	2,420		381,033			21,219			294,901			118,692
	17,027		187,070			52,079			423,782			289,673
	739		4,144			3,114			10,923			5,124
	63,138		108,265			80,966			207,510			223,712
	62,606		1,680,358			—			225,070			230,154

	529,378		2,360,879			157,378			1,162,500			2,486,385

$	33,045,249	$	153,581,962		$	111,952,302		$	434,824,317		$	194,563,228


$	136,872	$	370,475		$	87,438		$	193,766		$	806,174
	29,208,331		95,633,793			87,913,430			365,176,105			161,274,100
	65,934		(990,976	)		(335,233	)		646,806			(309,387	)

	57,215		17,297,774			3,887,445	³		(32,554,799	)		(7,011,840	)

	3,576,897		41,270,896			20,399,222	³		101,362,439			39,804,181

$	33,045,249	$	153,581,962		$	111,952,302		$	434,824,317		$	194,563,228


	33,045,249		153,581,962			111,952,302			434,824,317			194,563,228
	—		—			—			—			—


	13,687,191		37,047,546			8,743,751			19,376,557			80,617,428
	—		—			—			—			—


$	2.41	$	4.15		$	12.80		$	22.44		$	2.41

$	—	$	—		$	—		$	—		$	—


WASATCH FUNDS — Statements of Assets and Liabilities *(continued)*


	LARGE CAP VALUE FUND			LONG/SHORT FUND			MICRO CAP FUND

Assets:
Investments, at cost
Unaffiliated issuers	$	1,009,578,172		$	1,042,202,508		$	218,121,736
Affiliated issuers¹		—			25,746,133			1,540,000
Repurchase agreements		44,867,332			351,350,087			4,460,102

	$	1,054,445,504		$	1,419,298,728		$	224,121,838

Investments, at market value
Unaffiliated issuers	$	1,270,266,260		$	1,144,024,719		$	289,268,337
Affiliated issuers¹		—			25,506,390			13,860
Repurchase agreements		44,867,332			351,350,087			4,460,102

		1,315,133,592			1,520,881,196			293,742,299
Foreign currency on deposit (cost of $0, $0, $0, $55,973, $0, $0, $0 and $0, respectively)		—			—			—
Receivable for investment securities sold		—			25,055,675			1,363,302
Receivable from broker for securities sold short		—			163,294,738			—
Capital shares receivable		1,066,816			4,380,080			11,566
Interest and dividends receivable		1,666,792			731,927			40,073
Prepaid expenses and other assets		133,457			58,783			16,316

Total Assets		1,318,000,657			1,714,402,399			295,173,556

Liabilities:
Call options written at value (premiums of $0, $8,653,127, $0, $255,255, $0, $134,261, $0 and $0, respectively)		—			6,597,784			—
Securities sold short, at value (proceeds of $0, $153,441,405, $0, $0, $0, $0, $0 and $0, respectively)		—			159,534,764			—
Bank overdraft of foreign currency (cost of $0, $0, $0, $0, $0, $0, $763 and $0, respectively)		—			—			—
Payable for securities purchased		—			8,112,732			—
Capital shares payable		2,491,761			968,302			4,986,929
Dividends payable to shareholders		61,013			—			—
Payable to Advisor		876,968			1,385,526			474,341
Accrued fund administration fees		37,020			40,075			8,082
Accrued expenses and other liabilities		658,216			399,691			106,690
Other payables		—			143,840			148,465
Unrealized depreciation on foreign currency contracts		—			—			—

Total Liabilities		4,124,978			177,182,714			5,724,507

Net Assets	$	1,313,875,679		$	1,537,219,685		$	289,449,049

Net Assets Consist of:
Capital stock	$	917,903		$	1,124,947		$	507,184
Paid-in-capital in excess of par		1,054,116,318			1,441,558,615			265,060,225
Undistributed net investment income (loss)		(61,013	)		(1,627,098	)		(3,746,925	)
Undistributed net realized gain (loss) on investments, options and foreign currency translations		(1,785,617	)		(1,381,231	)		(41,843,447	)
Net unrealized appreciation on investments, options and foreign currency translations		260,688,088			97,544,452			69,472,012

Net Assets	$	1,313,875,679		$	1,537,219,685		$	289,449,049

Net Assets
Investor Class		1,298,364,901			1,537,219,685			289,449,049
Institutional Class²		15,510,778			—			—

Capital Stock Issued and Outstanding (Unlimited number of shares authorized, $.01 par value)
Investor Class		90,706,459			112,494,741			50,718,370
Institutional Class²		1,083,810			—			—

NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE
Investor Class	$	14.31		$	13.66		$	5.71

Institutional Class²	$	14.31		$	—		$	—

¹	See Note 10 for information on affiliated issuers.

²	Institutional Class inception date January 31, 2012.

³	Prior period adjustment for dividends of $25,000 reclassed to return of capital.

⁴	Prior period adjustment for dividends of $109,634 reclassed to return of capital.

See Notes to Financial Statements.


		*SEPTEMBER 30, 2012*


MICRO CAP VALUE FUND			SMALL CAP GROWTH FUND			SMALL CAP VALUE FUND			STRATEGIC INCOME FUND			ULTRA GROWTH FUND



$	101,286,907		$	1,035,415,140		$	146,952,547		$	36,265,466		$	121,759,085
	—			99,795,838			—			—			—
	3,610,143			140,939,232			2,386,104			5,224,570			1,319,049

$	104,897,050		$	1,276,150,210		$	149,338,651		$	41,490,036		$	123,078,134


$	132,079,048		$	1,549,796,643		$	172,063,656		$	39,419,056		$	141,805,240
	—			91,683,715			—			—			—
	3,610,143			140,939,232			2,386,104			5,224,570			1,319,049

	135,689,191			1,782,419,590			174,449,760			44,643,626			143,124,289
	56,068			—			—			—			—
	3,525,268			49,137,893			62,751			588,132			557,644
	—			—			—			—			—
	85,700			1,667,140			8,017			6,890			14,248
	99,145			115,512			169,387			122,004			3,446
	13,463			76,225			22,132			11,173			13,366

	139,468,835			1,833,416,360			174,712,047			45,371,825			143,712,993


	165,575			—			31,500			—			—
	—			—			—			—			—
	—			—			—			771			—
	317,273			3,552,617			688,681			588,404			—
	90,317			1,101,999			20,826			71,203			99,107
	—			—			—			7,153			—
	230,498			1,505,564			142,074			21,040			117,502
	3,761			49,345			4,805			1,222			3,904
	113,206			823,807			113,047			46,610			103,098
	233,011			1,601,729			137,580			—			130,699
	15,841			—			—			—			—

	1,169,482			8,635,061			1,138,513			736,403			454,310

$	138,299,353		$	1,824,781,299		$	173,573,534		$	44,635,422		$	143,258,683


$	485,996		$	416,393		$	456,094		$	47,993		$	62,739
	97,614,933			1,227,896,226			247,005,867			46,268,352			106,607,786
	(903,803	)		(8,456,437	)		(940,614	)		(218,387	)		142,969
	10,472,323	³		100,256,797			(98,026,567	)		(4,616,156	)⁴		16,529,719
	30,629,904	³		504,668,320			25,078,754			3,153,620	⁴		19,915,470

$	138,299,353		$	1,824,781,299		$	173,573,534		$	44,635,422		$	143,258,683


	138,299,353			1,824,781,299			166,330,134			44,635,422			143,258,683
	—			—			7,243,400			—			—


	48,599,604			41,639,252			43,710,864			4,799,283			6,273,943
	—			—			1,898,544			—			—


$	2.85		$	43.82		$	3.81		$	9.30		$	22.83

$	—		$	—		$	3.82		$	—		$	—


WASATCH FUNDS — Statements of Assets and Liabilities *(continued)*		*SEPTEMBER 30, 2012*


	WORLD INNOVATORS FUND			INCOME FUND			U.S. TREASURY FUND


Assets:
Investments, at cost
Unaffiliated issuers	$	127,988,297		$	130,460,783		$	227,356,461
Repurchase agreements		21,497,002			2,584,527			4,640,675

	$	149,485,299		$	133,045,310		$	231,997,136

Investments, at market value
Unaffiliated issuers	$	147,241,554		$	135,687,499		$	266,059,192
Repurchase agreements		21,497,002			2,584,527			4,640,675

		168,738,556			138,272,026			270,699,867
Receivable for investment securities sold		206,538			—			—
Capital shares receivable		249,557			86,794			329,055
Interest and dividends receivable		42,267			1,006,103			1,210,416
Prepaid expenses and other assets		16,144			18,933			27,143

Total Assets		169,253,062			139,383,856			272,266,481

Liabilities:
Payable for securities purchased		852,531			—			—
Capital shares payable		139,157			35,820			413,636
Dividends payable to shareholders		—			38,635			131,654
Payable to Advisor		206,602			62,972			110,114
Accrued fund administration fees		4,298			3,899			7,416
Accrued expenses and other liabilities		116,564			56,351			108,791

Total Liabilities		1,319,152			197,677			771,611

Net Assets	$	167,933,910		$	139,186,179		$	271,494,870

Net Assets Consist of:
Capital stock	$	90,509		$	133,308		$	144,768
Paid-in-capital in excess of par		157,788,756			134,570,025			228,050,360
Undistributed net investment income (loss)		(1,075,802	)		36,983			12,047
Undistributed net realized gain (loss) on investments, options and foreign currency translations		(8,120,714	)		(780,853	)		4,584,964
Net unrealized appreciation on investments, options and foreign currency translations		19,251,161			5,226,716			38,702,731

Net Assets	$	167,933,910		$	139,186,179		$	271,494,870

Net Assets
Investor Class		167,933,910			139,186,179			271,494,870
Institutional Class¹		—			—			—

Capital Stock Issued and Outstanding (Unlimited number of shares authorized, $.01 par value)
Investor Class		9,050,914			13,330,817			14,476,799
Institutional Class¹		—			—			—

NET ASSET VALUE, REDEMPTION PRICE AND OFFERING PRICE PER SHARE
Investor Class	$	18.55		$	10.44		$	18.75

Institutional Class¹	$	—		$	—		$	—

¹Institutional

Class inception date January 31, 2012.

See Notes to Financial Statements.

(This page intentionally left blank.)


WASATCH FUNDS — Statements of Operations


	CORE GROWTH FUND			EMERGING INDIA FUND			EMERGING MARKETS SMALL CAP FUND

Investment Income:
Interest	$	2,947		$	40		$	4,455
Dividends²
Unaffiliated issuers		2,733,654			153,807			25,304,880

Total investment income		2,736,601			153,847			25,309,335

Expenses:
Investment advisory fees		5,199,168			177,317			19,749,590
Shareholder servicing fees — Investor Class		705,763			54,634			2,015,362
Shareholder servicing fees — Institutional Class³		8,227			—			—
Fund administration fees		90,582			2,071			195,705
Fund accounting fees		63,760			25,064			138,317
Reports to shareholders — Investor Class		81,860			3,270			256,770
Reports to shareholders — Institutional Class³		8,605			—			—
Custody fees		88,952			38,298			1,309,181
Federal and state registration fees — Investor Class		36,794			14,212			151,743
Federal and state registration fees — Institutional Class³		9,240			—			—
Legal fees		19,129			420			40,318
Trustees’ fees		38,038			841			73,603
Interest		4,792			285			10,191
Offering and organization costs		—			51,961			—
Audit fees		24,631			24,572			22,631
Other expenses		32,283	⁴		10,463			80,838

Total expenses before reimbursement		6,411,824			403,408			24,044,249
Reimbursement of expenses by Advisor		(23,959	)		(172,611	)		(2,027,373	)

Net Expenses		6,387,865			230,797			22,016,876

Net Investment Income (Loss)		(3,651,264	)		(76,950	)		3,292,459

Realized and Unrealized Gain (Loss):
Net realized gain (loss) on investments and foreign currency translations
Unaffiliated issuers		46,892,618			(814,795	)		(45,748,158	)
Net realized gain on options		178,735			—			—
Realized foreign capital gains taxes		—			—			(1,247,237	)
Change in unrealized appreciation (depreciation) on investments, options and foreign currency translations		75,535,655			2,257,287			269,202,810
Change in deferred foreign capital gains taxes		—			(64,914	)		(4,422,791	)

Net gain on investments		122,607,008			1,377,578			217,784,624

Net Increase in Net Assets Resulting from Operations	$	118,955,744		$	1,300,628		$	221,077,083

¹	Fund inception date was January 31, 2012.

²	Net of $91,916, $0, $2,699,630, $33,230, $161,071, $15,249, $665,994 and $361,652 in foreign withholding taxes, respectively.

³	Institutional Class inception date was January 31, 2012.

⁴	Includes class specific expenses of $475 for Investor Class and $803 for Institutional Class.

See Notes to Financial Statements.


		*FOR THE YEAR ENDED SEPTEMBER 30, 2012*


FRONTIER EMERGING SMALL COUNTRIES FUND¹			GLOBAL OPPORTUNITIES FUND			HERITAGE GROWTH FUND			INTERNATIONAL GROWTH FUND			INTERNATIONAL OPPORTUNITIES FUND


$	79		$	441		$	777		$	2,830		$	1,139

	344,999			2,010,443			663,666			6,764,521			3,677,549

	345,078			2,010,884			664,443			6,767,351			3,678,688


	169,562			2,443,883			697,750			4,076,272			3,433,363
	42,664			232,417			197,060			474,868			514,011
	—			—			—			—			—
	1,629			28,594			17,327			56,716			30,694
	16,635			44,869			21,840			60,288			48,003
	1,805			43,458			17,765			56,183			81,387
	—			—			—			—			—
	30,861			81,689			8,177			233,286			159,983
	4,311			51,088			23,992			56,077			29,608
	—			—			—			—			—
	1,189			6,253			3,834			11,837			6,568
	274			13,898			6,865			22,912			12,829
	71			8,239			880			13,863			3,470
	52,775			—			—			—			—
	21,641			24,965			22,632			22,631			24,131
	9,749			24,294			13,704			28,653			25,197

	353,166			3,003,647			1,031,826			5,113,586			4,369,244
	(135,086	)		—			(84,000	)		—			(404,202	)

	218,080			3,003,647			947,826			5,113,586			3,965,042

	126,998			(992,763	)		(283,383	)		1,653,765			(286,354	)



	(2,599	)		21,874,067			4,240,086			(5,963,542	)		(7,280,313	)
	—			—			—			—			—
	(1,278	)		—			—			(300,892	)		(2,273	)

	3,639,503			18,992,456			11,559,865			91,875,400			42,133,713
	(62,606	)		(64,425	)		—			(119,574	)		(224,669	)

	3,573,020			40,802,098			15,799,951			85,491,392			34,626,458

$	3,700,018		$	39,809,335		$	15,516,568		$	87,145,157		$	34,340,104


WASATCH FUNDS — Statements of Operations *(continued)*


	LARGE CAP VALUE FUND			LONG/SHORT FUND			MICRO CAP FUND

Investment Income:
Interest	$	5,366		$	24,676		$	607
Dividends¹
Unaffiliated issuers²		39,113,969			15,023,241			1,832,810
Affiliated issuers		—			—			—

Total investment income		39,119,335			15,047,917			1,833,417

Expenses:
Investment advisory fees		13,989,937			12,635,737			5,616,266
Shareholder servicing fees — Investor Class		2,672,208			1,094,212			262,189
Shareholder servicing fees — Institutional Class³		8,370			—			—
Fund administration fees		272,245			199,456			50,253
Fund accounting fees		161,063			121,404			45,860
Reports to shareholders — Investor Class		307,175			220,899			35,972
Reports to shareholders — Institutional Class³		8,718			—			—
Custody fees		40,175			47,322			41,002
Federal and state registration fees — Investor Class		126,996			121,350			23,343
Federal and state registration fees — Institutional Class³		9,274			—			—
Legal fees		58,280			42,283			10,690
Trustees’ fees		127,662			77,216			21,879
Dividends on securities sold short		—			2,361,671			—
Interest		15,387			375,486			2,693
Audit fees		24,631			23,465			22,632
Other expenses		79,720	⁴		31,401			24,964

Total expenses before reimbursement		17,901,841			17,351,902			6,157,743
Reimbursement of expenses by Advisor		(796,152	)		—			—

Net Expenses		17,105,689			17,351,902			6,157,743

Net Investment Income (Loss)		22,013,646			(2,303,985	)		(4,324,326	)

Realized and Unrealized Gain (Loss):
Net realized gain (loss) on investments and foreign currency translations
Unaffiliated issuers		20,729,577			5,256,533			28,221,257
Affiliated issuers		—			(2,809,326	)		—
Net realized gain on options		—			18,320,523			—
Net realized loss on short positions		—			(15,284,249	)		—
Realized foreign capital gains taxes		—			—			—
Change in unrealized appreciation (depreciation) on investments, options and foreign currency translations		272,440,099			132,606,941			48,720,617
Change in deferred foreign capital gains taxes		—			—			(140,262	)

Net gain on investments		293,169,676			138,090,422			76,801,612

Net Increase in Net Assets Resulting from Operations	$	315,183,322		$	135,786,437		$	72,477,286

¹	Net of $149,937, $127,267, $68,742, $60,999, $261,811, $48,053, $10,629 and $10,113 in foreign withholding taxes, respectively.

²	See Note 10 for information on affiliated issuers.

³	Institutional Class inception date was January 31, 2012.

⁴	Includes class specific expenses of $475 for Investor Class and $803 for Institutional Class.

See Notes to Financial Statements.


		*FOR THE YEAR ENDED SEPTEMBER 30, 2012*


MICRO CAP VALUE FUND			SMALL CAP GROWTH FUND			SMALL CAP VALUE FUND			STRATEGIC INCOME FUND			ULTRA GROWTH FUND


$	1,083		$	8,511		$	619		$	433		$	97

	1,413,305			7,219,922			1,315,470			1,041,702			1,401,530
	—			1,034,250			—			—			—

	1,414,388			8,262,683			1,316,089			1,042,135			1,401,627


	2,817,933			16,194,755			2,101,313			271,282			1,449,184
	283,399			2,493,429			308,717			76,612			233,502
	—			—			8,213			—			—
	25,274			281,964			31,484			6,723			25,311
	35,099			173,182			32,547			15,318			34,650
	33,330			294,357			31,605			6,358			25,057
	—			—			8,257			—			—
	37,303			317,152			21,775			2,392			52,180
	33,198			95,828			22,307			24,774			27,127
	—			—			9,180			—			—
	5,387			59,073			6,709			1,497			5,429
	11,590			116,011			14,088			2,577			11,278
	—			—			—			—			—
	2,240			15,642			1,707			335			3,768
	22,631			22,631			24,631			22,632			22,631
	25,517			77,679			21,128	⁴		11,100			21,822

	3,332,901			20,141,703			2,643,661			441,600			1,911,939
	(79,199	)		—			(23,053	)		(73,097	)		—

	3,253,702			20,141,703			2,620,608			368,503			1,911,939

	(1,839,314	)		(11,879,020	)		(1,304,519	)		673,632			(510,312	)



	10,592,092			105,991,142			15,394,264			2,327,909			16,871,948
	—			—			—			—			—
	1,221,805			—			—			—			—
	—			—			—			—			—
	(11,006	)		—			—			—			—
	25,101,766			293,881,523			21,133,466			4,279,665			10,086,534
	(232,858	)		(1,424,304	)		(137,580	)		—			(130,699	)

	36,671,799			398,448,361			36,390,150			6,607,574			26,827,783

$	34,832,485		$	386,569,341		$	35,085,631		$	7,281,206		$	26,317,471


WASATCH FUNDS — Statements of Operations *(continued)*		*FOR THE YEAR ENDED SEPTEMBER 30, 2012*


	WORLD INNOVATORS FUND			INCOME FUND		U.S. TREASURY FUND

Investment Income:
Interest	$	1,344		$	3,605,026	$	7,346,953
Dividends¹
Unaffiliated issuers		989,483			186,330		—

Total investment income		990,827			3,791,356		7,346,953

Expenses:
Investment advisory fees		1,721,858			779,287		1,207,718
Shareholder servicing fees — Investor Class		221,974			59,020		304,758
Fund administration fees		19,868			24,733		42,019
Fund accounting fees		31,626			47,604		29,855
Reports to shareholders — Investor Class		24,875			5,936		31,517
Custody fees		21,847			14,591		6,164
Federal and state registration fees — Investor Class		31,500			18,792		46,625
Legal fees		4,060			5,333		8,832
Trustees’ fees		7,116			10,707		16,662
Interest		954			503		830
Audit fees		23,465			22,033		21,891
Other expenses		15,452			9,871		11,768

Total expenses before reimbursement		2,124,595			998,410		1,728,639

Net Expenses		2,124,595			998,410		1,728,639

Net Investment Income (Loss)		(1,133,768	)		2,792,946		5,618,314

Realized and Unrealized Gain (Loss):
Net realized gain on investments and foreign currency translations
Unaffiliated issuers		8,025,638			642,885		5,092,087
Net realized loss on options		(33,758	)		—		—
Change in unrealized appreciation (depreciation) on investments, options and foreign currency translations		16,559,256			1,042,565		5,530,925

Net gain on investments		24,551,136			1,685,450		10,623,012

Net Increase in Net Assets Resulting from Operations	$	23,417,368		$	4,478,396	$	16,241,326

¹	Net of $57,424, $0 and $0 in foreign withholding taxes, respectively.

See Notes to Financial Statements.

100

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101


WASATCH FUNDS — Statements of Changes in Net Assets


	CORE GROWTH FUND						EMERGING INDIA FUND
	Year Ended September 30, 2012			Year Ended September 30, 2011			Year Ended September 30, 2012			Period Ended September 30, 2011¹

Operations:
Net investment income (loss)	$	(3,651,264	)	$	(2,710,160	)	$	(76,950	)	$	(2,931	)
Net realized gain (loss) on investments, foreign currency translations and foreign capital gains taxes		46,892,618			35,854,115			(814,795	)		(79,340	)
Net realized gain on options		178,735			—			—			—
Change in unrealized appreciation (depreciation) on investments, options, foreign currency translations and deferred capital gains taxes		75,535,655			5,895,469			2,192,373			(1,004,844	)

Net increase (decrease) in net assets resulting from operations		118,955,744			39,039,424			1,300,628			(1,087,115	)

Dividends paid from:
Investor Class
Net investment income		—			—			(82,606	)		—
Net realized gains		—			—			—			—

		—			—			(82,606	)		—

Capital share transactions:
Investor Class
Shares sold		140,556,596			83,103,061			7,512,543			13,493,360
Shares issued to holders in reinvestment of dividends		—			—			80,715			—
Shares redeemed		(110,766,693	)		(107,505,309	)		(5,765,833	)		(1,831,563	)
Redemption fees		22,639			14,798			32,138			5,619

Net increase (decrease)		29,812,542			(24,387,450	)		1,859,563			11,667,416

Institutional Class³
Shares sold		8,421,536			—			—			—
Shares redeemed		(11,905	)		—			—			—

Net increase		8,409,631			—			—			—

Total increase (decrease) in net assets		157,177,917			14,651,974			3,077,585			10,580,301

Net assets:
Beginning of period		433,293,687			418,641,713			10,580,301			—

End of period	$	590,471,604		$	433,293,687		$	13,657,886		$	10,580,301

Undistributed net investment income (loss) included in net assets at end of period	$	(3,010,195	)	$	(29,933	)	$	(159,823	)	$	(5,463	)


Capital share transactions — shares:
Investor Class
Shares sold		3,632,220			2,403,205			4,213,059			6,731,700
Shares issued to holders in reinvestment of dividends		—			—			52,755			—
Shares redeemed		(2,872,788	)		(3,103,065	)		(3,299,635	)		(935,872	)

Net increase (decrease) in shares outstanding		759,432			(699,860	)		966,179			5,795,828

Institutional Class³
Shares sold		219,890			—			—			—
Shares redeemed		(299	)		—			—			—

Net increase in shares outstanding		219,591			—			—			—

¹Fund

inception date was April 26, 2011.

²	Fund inception date was January 31, 2012.

³	Institutional Class inception date was January 31, 2012.

See Notes to Financial Statements.

102


		*SEPTEMBER 30, 2012*


EMERGING MARKETS SMALL CAP FUND						FRONTIER EMERGING SMALL COUNTRIES FUND			GLOBAL OPPORTUNITIES FUND
Year Ended September 30, 2012			Year Ended September 30, 2011			Period Ended September 30, 2012²			Year Ended September 30, 2012			Year Ended September 30, 2011


$	3,292,459		$	1,685,999		$	126,998		$	(992,763	)	$	(1,160,375	)
	(46,995,395	)		(7,427,647	)		(3,877	)		21,874,067			26,239,766
	—			—			—			—			—
	264,780,019			(110,687,870	)		3,576,897			18,928,031			(29,345,661	)

	221,077,083			(116,429,518	)		3,700,018			39,809,335			(4,266,270	)



	—			(86,408	)		—			—			—
	—			—			—			(18,174,913	)		(9,401,467	)

	—			(86,408	)		—			(18,174,913	)		(9,401,467	)



	810,878,044			1,008,804,331			30,457,825			29,847,635			106,033,780
	—			80,915			—			18,021,095			9,039,015
	(324,158,137	)		(565,437,338	)		(1,119,216	)		(115,783,494	)		(136,478,673	)
	270,084			514,482			6,622			7,511			24,601

	486,989,991			443,962,390			29,345,231			(67,907,253	)		(21,381,277	)


	—			—			—			—			—
	—			—			—			—			—

	—			—			—			—			—

	708,067,074			327,446,464			33,045,249			(46,272,831	)		(35,049,014	)


	774,197,619			446,751,155			—			199,854,793			234,903,807

$	1,482,264,693		$	774,197,619		$	33,045,249		$	153,581,962		$	199,854,793

$	(376,915	)	$	(1,106,194	)	$	65,934		$	(990,976	)	$	(689,992	)




	331,129,894			404,408,930			14,198,947			7,800,853			24,718,548
	—			32,217			—			5,223,506			2,126,627
	(133,758,992	)		(233,756,865	)		(511,756	)		(30,223,552	)		(31,791,124	)

	197,370,902			170,684,282			13,687,191			(17,199,193	)		(4,945,949	)


	—			—			—			—			—
	—			—			—			—			—

	—			—			—			—			—

103


WASATCH FUNDS — Statements of Changes in Net Assets *(continued)*


	HERITAGE GROWTH FUND						INTERNATIONAL GROWTH FUND
	Year Ended September 30, 2012			Year Ended September 30, 2011			Year Ended September 30, 2012			Year Ended September 30, 2011

Operations:
Net investment income (loss)	$	(283,383	)	$	(19,757	)	$	1,653,765		$	(30,953	)
Net realized gain (loss) on investments, foreign currency translations and foreign capital gains taxes		4,240,086			8,331,814			(6,264,434	)		38,507,204
Net realized gain on options		—			—			—			—
Net realized loss on short positions		—			—			—			—
Change in unrealized appreciation (depreciation) on investments, options, foreign currency translations and deferred capital gains taxes		11,559,865			(6,110,436	)		91,755,826			(67,796,279	)

Net increase (decrease) in net assets resulting from operations		15,516,568			2,201,621			87,145,157			(29,320,028	)

Dividends paid from:
Investor Class
Net investment income		(106,542	)		(659,028	)		—			—
Net realized gains		(990,738	)		—			—			—

		(1,097,280	)		(659,028	)		—			—
Institutional Class¹
Net investment income		—			—			—			—

		—			—			—			—

Capital share transactions:
Investor Class
Shares sold		47,519,908			7,731,214			194,601,086			242,214,904
Shares issued to holders in reinvestment of dividends		1,072,610			632,899			—			—
Shares redeemed		(23,637,012	)		(15,622,676	)		(128,450,040	)		(217,092,446	)
Redemption fees		16,594			3,249			47,000			232,716

Net increase (decrease)		24,972,100			(7,255,314	)		66,198,046			25,355,174

Institutional Class¹
Shares sold		—			—			—			—
Shares issued to holders in reinvestment of dividends		—			—			—			—
Shares redeemed		—			—			—			—
Redemption fees		—			—			—			—

Net increase		—			—			—			—

Total increase (decrease) in net assets		39,391,388			(5,712,721	)		153,343,203			(3,964,854	)

Net assets:
Beginning of period		72,560,914			78,273,635			281,481,114			285,445,968

End of period	$	111,952,302		$	72,560,914		$	434,824,317		$	281,481,114

Undistributed net investment income (loss) included in net assets at end of period	$	(335,233	)	$	(58,288	)	$	646,806		$	(521,786	)


Capital share transactions — shares:
Investor Class
Shares sold		3,844,702			645,254			9,794,216			12,065,101
Shares issued to holders in reinvestment of dividends		90,592			53,850			—			—
Shares redeemed		(1,892,648	)		(1,314,925	)		(6,774,979	)		(11,007,778	)

Net increase (decrease) in shares outstanding		2,042,646			(615,821	)		3,019,237			1,057,323

Institutional Class¹
Shares sold		—			—			—			—
Shares issued to holders in reinvestment of dividends		—			—			—			—
Shares redeemed		—			—			—			—

Net increase in shares outstanding		—			—			—			—

¹	Institutional Class inception date was January 31, 2012.

See Notes to Financial Statements.

104


		*SEPTEMBER 30, 2012*


INTERNATIONAL OPPORTUNITIES FUND						LARGE CAP VALUE FUND						LONG/SHORT FUND
Year Ended September 30, 2012			Year Ended September 30, 2011			Year Ended September 30, 2012			Year Ended September 30, 2011			Year Ended September 30, 2012			Year Ended September 30, 2011


$	(286,354	)	$	(990,926	)	$	22,013,646		$	21,749,846		$	(2,303,985	)	$	(2,610,066	)
	(7,282,586	)		25,669,103			20,729,577			42,167,738			2,447,207			2,210,569
	—			—			—			—			18,320,523			10,495,379
	—			—			—			—			(15,284,249	)		(7,636,158	)
	41,909,044			(42,181,041	)		272,440,099			(152,130,438	)		132,606,941			(54,385,836	)

	34,340,104			(17,502,864	)		315,183,322			(88,212,854	)		135,786,437			(51,926,112	)



	—			—			(21,674,187	)		(21,370,753	)		—			(300,223	)
	(17,671,323	)		(4,411,467	)		—			—			—			—

	(17,671,323	)		(4,411,467	)		(21,674,187	)		(21,370,753	)		—			(300,223	)

	—			—			(144,308	)		—			—			—

	—			—			(144,308	)		—			—			—



	59,579,463			74,164,386			294,027,931			594,644,079			971,122,525			775,781,045
	17,496,781			4,358,588			20,774,043			20,250,309			—			275,190
	(50,757,037	)		(57,233,455	)		(855,853,096	)		(579,983,268	)		(403,057,722	)		(190,889,262	)
	6,619			15,863			37,526			30,458			70,010			103,061

	26,325,826			21,305,382			(541,013,596	)		34,941,578			568,134,813			585,270,034


	—			—			22,986,777			—			—			—
	—			—			143,853			—			—			—
	—			—			(8,077,111	)		—			—			—
	—			—			204			—			—			—

	—			—			15,053,723			—			—			—

	42,994,607			(608,949	)		(232,595,046	)		(74,642,029	)		703,921,250			533,043,699


	151,568,621			152,177,570			1,546,470,725			1,621,112,754			833,298,435			300,254,736

$	194,563,228		$	151,568,621		$	1,313,875,679		$	1,546,470,725		$	1,537,219,685		$	833,298,435

$	(309,387	)	$	(86,487	)	$	(61,013	)	$	46,466		$	(1,627,098	)	$	—




	26,671,654			28,815,261			21,836,354			43,168,920			72,737,699			59,803,681
	9,018,959			1,689,375			1,514,720			1,494,620			—			21,072
	(22,822,982	)		(21,903,479	)		(63,107,087	)		(42,497,952	)		(30,538,577	)		(15,111,108	)

	12,867,631			8,601,157			(39,756,013	)		2,165,588			42,199,122			44,713,645


	—			—			1,654,533			—			—			—
	—			—			10,265			—			—			—
	—			—			(580,988	)		—			—			—

	—			—			1,083,810			—			—			—

105


WASATCH FUNDS — Statements of Changes in Net Assets *(continued)*


	MICRO CAP FUND						MICRO CAP VALUE FUND
	Year Ended September 30, 2012			Year Ended September 30, 2011			Year Ended September 30, 2012			Year Ended September 30, 2011

Operations:
Net investment income (loss)	$	(4,324,326	)	$	(3,350,720	)	$	(1,839,314	)	$	(2,322,268	)
Net realized gain on investments, foreign currency translations and foreign capital gains taxes		28,221,257			17,922,246			10,581,086			8,967,482
Net realized gain on options		—			—			1,221,805			1,917,183
Change in unrealized appreciation (depreciation) on investments, options, foreign currency translations and deferred capital gains taxes		48,580,355			(11,900,519	)		24,868,908			(12,424,282	)

Net increase (decrease) in net assets resulting from operations		72,477,286			2,671,007			34,832,485			(3,861,885	)

Dividends paid from:
Investor Class
Net investment income		—			—			—			—
Net realized gains		—			—			—			—

		—			—			—			—

Capital share transactions:
Investor Class
Shares sold		15,670,851			27,569,041			13,004,644			20,267,692
Shares issued to holders in reinvestment of dividends		—			—			—			—
Shares redeemed		(52,115,506	)		(60,383,633	)		(52,353,934	)		(59,204,228	)
Redemption fees		1,236			7,507			21,250			6,458

Net increase (decrease)		(36,443,419	)		(32,807,085	)		(39,328,040	)		(38,930,078	)

Institutional Class¹
Shares sold		—			—			—			—
Shares redeemed		—			—			—			—

Net increase		—			—			—			—

Total increase (decrease) in net assets		36,033,867			(30,136,078	)		(4,495,555	)		(42,791,963	)

Net assets:
Beginning of period		253,415,182			283,551,260			142,794,908			185,586,871

End of period	$	289,449,049		$	253,415,182		$	138,299,353		$	142,794,908

Undistributed net investment income (loss) included in net assets at end of period	$	(3,746,925	)	$	(6,014	)	$	(903,803	)	$	(1,171,883	)


Capital share transactions — shares:
Investor Class
Shares sold		2,907,199			5,264,916			5,091,102			7,715,342
Shares issued to holders in reinvestment of dividends		—			—			—			—
Shares redeemed		(9,724,315	)		(11,582,929	)		(20,097,659	)		(22,141,027	)

Net increase (decrease) in shares outstanding		(6,817,116	)		(6,318,013	)		(15,006,557	)		(14,425,685	)

Institutional Class¹
Shares sold		—			—			—			—
Shares redeemed		—			—			—			—

Net increase in shares outstanding		—			—			—			—

¹Institutional

Class inception date was January 31, 2012.

See Notes to Financial Statements.

106


		*SEPTEMBER 30, 2012*


SMALL CAP GROWTH FUND						SMALL CAP VALUE FUND						STRATEGIC INCOME FUND
Year Ended September 30, 2012			Year Ended September 30, 2011			Year Ended September 30, 2012			Year Ended September 30, 2011			Year Ended September 30, 2012			Year Ended September 30, 2011


$	(11,879,020	)	$	(4,645,023	)	$	(1,304,519	)	$	(1,422,666	)	$	673,632		$	769,609
	105,991,142			95,874,416			15,394,264			21,012,052			2,327,909			1,457,891
	—			—			—			—			—			—
	292,457,219			(70,410,040	)		20,995,886			(10,544,351	)		4,279,665			(1,868,864	)

	386,569,341			20,819,353			35,085,631			9,045,035			7,281,206			358,636



	—			—			—			—			(880,410	)		(762,128	)
	(62,046,614	)		—			—			—			—			—

	(62,046,614	)		—			—			—			(880,410	)		(762,128	)



	429,551,711			472,872,914			9,236,992			22,166,451			26,915,715			12,790,479
	60,087,427			—			—			—			858,788			743,844
	(287,432,932	)		(305,913,508	)		(47,184,106	)		(73,383,270	)		(13,607,700	)		(8,596,748	)
	70,038			116,381			4,318			1,744			10,489			6,276

	202,276,244			167,075,787			(37,942,796	)		(51,215,075	)		14,177,292			4,943,851


	—			—			7,200,668			—			—			—
	—			—			(171,419	)		—			—			—

	—			—			7,029,249			—			—			—

	526,798,971			187,895,140			4,172,084			(42,170,040	)		20,578,088			4,540,359


	1,297,982,328			1,110,087,188			169,401,450			211,571,490			24,057,334			19,516,975

$	1,824,781,299		$	1,297,982,328		$	173,573,534		$	169,401,450		$	44,635,422		$	24,057,334

$	(8,456,437	)	$	181,495		$	(940,614	)	$	(30,245	)	$	(218,387	)	$	(65,100	)




	10,467,614			12,035,701			2,544,182			6,163,122			3,066,868			1,499,462
	1,599,772			—			—			—			96,411			90,253
	(7,122,232	)		(7,765,020	)		(13,060,631	)		(20,529,110	)		(1,543,697	)		(1,009,685	)

	4,945,154			4,270,681			(10,516,449	)		(14,365,988	)		1,619,582			580,030


	—			—			1,943,378			—			—			—
	—			—			(44,834	)		—			—			—

	—			—			1,898,544			—			—			—

107


WASATCH FUNDS — Statements of Changes in Net Assets *(continued)*


	ULTRA GROWTH FUND						WORLD INNOVATORS FUND
	Year Ended September 30, 2012			Year Ended September 30, 2011			Year Ended September 30, 2012			Year Ended September 30, 2011

Operations:
Net investment income (loss)	$	(510,312	)	$	(961,454	)	$	(1,133,768	)	$	(623,127	)
Net realized gain on investments and foreign currency translations		16,871,948			47,278,810			8,025,638			11,934,101
Net realized loss on options		—			—			(33,758	)		—
Net realized gain on short positions		—			—			—			1,201
Change in unrealized appreciation (depreciation) on investments, options written, foreign currency translations and deferred capital gains taxes		9,955,835			(34,096,952	)		16,559,256			(6,461,019	)

Net increase in net assets resulting from operations		26,317,471			12,220,404			23,417,368			4,851,156

Dividends paid from:
Investor Class
Net investment income		—			—			—			—
Net realized gains		(7,674,675	)		—			—			—

		(7,674,675	)		—			—			—

Capital share transactions:
Investor Class
Shares sold		12,295,837			52,244,137			91,278,636			16,841,982
Shares issued to holders in reinvestment of dividends		7,457,542			—			—			—
Shares redeemed		(29,345,914	)		(108,860,106	)		(19,268,178	)		(14,984,425	)
Redemption fees		5,828			32,578			13,117			17,318

Net increase (decrease)		(9,586,707	)		(56,583,391	)		72,023,575			1,874,875

Total increase (decrease) in net assets		9,056,089			(44,362,987	)		95,440,943			6,726,031

Net assets:
Beginning of period		134,202,594			178,565,581			72,492,967			65,766,936

End of period	$	143,258,683		$	134,202,594		$	167,933,910		$	72,492,967

Undistributed net investment income (loss) included in net assets at end of period	$	142,969		$	312,586		$	(1,075,802	)	$	(23,124	)


Capital share transactions — shares:
Investor Class
Shares sold		570,461			2,402,075			5,247,433			1,075,228
Shares issued to holders in reinvestment of dividends		368,820			—			—			—
Shares redeemed		(1,339,149	)		(4,747,763	)		(1,125,535	)		(962,741	)

Net increase (decrease) in shares outstanding		(399,868	)		(2,345,688	)		4,121,898			112,487

See Notes to Financial Statements.

108


		*SEPTEMBER 30, 2012*


INCOME FUND						U.S. TREASURY FUND
Year Ended September 30, 2012			Year Ended September 30, 2011			Year Ended September 30, 2012			Year Ended September 30, 2011


$	2,792,946		$	3,218,588		$	5,618,314		$	5,592,630

	642,885			1,612,886			5,092,087			8,827,015
	—			—			—			—
	—			—			—			—

	1,042,565			(2,067,301	)		5,530,925			19,561,036

	4,478,396			2,764,173			16,241,326			33,980,681



	(2,775,995	)		(3,218,058	)		(5,618,367	)		(5,596,881	)
	—			—			(9,334,135	)		(10,250,028	)

	(2,775,995	)		(3,218,058	)		(14,952,502	)		(15,846,909	)



	48,029,640			43,348,706			202,065,443			75,135,021
	2,287,850			2,645,734			13,752,669			14,324,462
	(48,462,084	)		(48,023,388	)		(133,158,322	)		(121,243,175	)
	11,497			4,599			177,952			163,643

	1,866,903			(2,024,349	)		82,837,742			(31,620,049	)

	3,569,304			(2,478,234	)		84,126,566			(13,486,277	)


	135,616,875			138,095,109			187,368,304			200,854,581

$	139,186,179		$	135,616,875		$	271,494,870		$	187,368,304


$	36,983		$	257,770		$	12,047		$	12,100




	4,642,038			4,228,888			11,006,306			5,167,394
	221,079			258,544			754,268			1,036,188
	(4,677,451	)		(4,695,493	)		(7,277,900	)		(7,910,147	)

	185,666			(208,061	)		4,482,674			(1,706,565	)

109


WASATCH FUNDS — Financial Highlights


			Income (Loss) from Investment Operations												Less Distributions
	Net Asset Value Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Operations			Redemption Fees (See Note 2)			Dividends from Net Investment Income			Distributions from Net Realized Gains			Total Distributions
Core Growth Fund — Investor Class
Year ended 9/30/12	$	32.63		(0.26	)		9.04			8.78			—	⁴		—			—			—
Year ended 9/30/11	$	29.95		(0.19	)		2.87			2.68			—	⁴		—			—			—
Year ended 9/30/10	$	25.88		0.03			4.05			4.08			—	⁴		(0.01	)		—			(0.01	)
Year ended 9/30/09	$	26.38		—	⁴		(0.23	)		(0.23	)		—	⁴		(0.27	)		—			(0.27	)
Year ended 9/30/08	$	42.98		0.19			(8.98	)		(8.79	)		—	⁴		—			(7.81	)		(7.81	)
Core Growth Fund — Institutional Class
Period ended 9/30/12⁹	$	38.32		(0.16	)		3.28			3.12			—			—			—			—
Emerging India Fund
Year ended 9/30/12	$	1.83		(0.01	)		0.21			0.20			—	⁴		(0.01	)		—			(0.01	)
Period ended 9/30/11¹¹	$	2.00		—	⁴		(0.17	)		(0.17	)		—	⁴		—			—			—
Emerging Markets Small Cap Fund
Year ended 9/30/12	$	2.16		0.01			0.49			0.50			—	⁴		—			—			—
Year ended 9/30/11	$	2.37		—	⁴		(0.21	)		(0.21	)		—	⁴		—	⁴		—			—	⁴
Year ended 9/30/10	$	1.57		0.01			0.80			0.81			—	⁴		(0.01	)		—			(0.01	)
Year ended 9/30/09	$	1.24		—	⁴		0.33			0.33			—	⁴		—	⁴		—			—	⁴
Period ended 9/30/08⁸	$	2.00		—			(0.76	)		(0.76	)		—	⁴		—	⁴		—			—	⁴
Frontier Emerging Small Countries Fund
Period ended 9/30/12¹⁰	$	2.00		0.01			0.40			0.41			—	⁴		—			—			—
Global Opportunities Fund
Year ended 9/30/12	$	3.68		(0.03	)		0.93			0.90			—	⁴		—			(0.43	)		(0.43	)
Year ended 9/30/11	$	3.97		(0.02	)		(0.13	)		(0.15	)		—	⁴		—			(0.14	)		(0.14	)
Year ended 9/30/10	$	3.38		(0.02	)		0.70			0.68			—	⁴		(0.01	)		(0.08	)		(0.09	)
Period ended 9/30/09¹⁴	$	2.00		(0.01	)		1.39			1.38			—	⁴		—			—			—
Heritage Growth Fund
Year ended 9/30/12	$	10.83		(0.03	)		2.16			2.13			—	⁴		(0.02	)		(0.14	)		(0.16	)
Year ended 9/30/11	$	10.70		—	⁴		0.22			0.22			—	⁴		(0.09	)		—			(0.09	)
Year ended 9/30/10	$	9.28		0.09			1.39			1.48			—	⁴		(0.06	)		—			(0.06	)
Year ended 9/30/09	$	9.00		0.06			0.26			0.32			—	⁴		(0.02	)		(0.02	)		(0.04	)
Year ended 9/30/08	$	12.57		0.06			(2.57	)		(2.51	)		—	⁴		—			(1.06	)		(1.06	)
International Growth Fund
Year ended 9/30/12	$	17.21		0.09			5.14			5.23			—	⁴		—			—			—
Year ended 9/30/11	$	18.66		—	⁴		(1.46	)		(1.46	)		0.01			—			—			—
Year ended 9/30/10	$	13.91		0.02			4.73			4.75			—	⁴		—			—			—
Year ended 9/30/09	$	11.83		(0.13	)		2.24			2.11			—	⁴		(0.03	)		—			(0.03	)
Year ended 9/30/08	$	24.42		(0.28	)		(9.19	)		(9.47	)		—	⁴		(0.68	)		(2.44	)		(3.12	)
International Opportunities Fund
Year ended 9/30/12	$	2.24		—	⁴		0.44			0.44			—	⁴		—			(0.27	)		(0.27	)
Year ended 9/30/11	$	2.57		(0.01	)		(0.25	)		(0.26	)		—	⁴		—			(0.07	)		(0.07	)
Year ended 9/30/10	$	1.97		(0.01	)		0.63			0.62			—	⁴		(0.02	)		—			(0.02	)
Year ended 9/30/09	$	1.60		0.01			0.36			0.37			—	⁴		—	⁴		—			—
Year ended 9/30/08	$	3.65		0.07			(1.45	)		(1.38	)		—	⁴		(0.14	)		(0.53	)		(0.67	)
Large Cap Value Fund — Investor Class
Year ended 9/30/12	$	11.85		0.20			2.46			2.66			—	⁴		(0.20	)		—			(0.20	)
Year ended 9/30/11	$	12.64		0.17			(0.79	)		(0.62	)		—	⁴		(0.17	)		—			(0.17	)
Year ended 9/30/10	$	11.97		0.17			0.67			0.84			—	⁴		(0.17	)		—			(0.17	)
Year ended 9/30/09	$	12.93		0.20			(0.96	)		(0.76	)		—	⁴		(0.20	)		—			(0.20	)
Period ended 9/30/08¹⁵	$	14.44		0.14	¹⁶		(1.52	)		(1.38	)		—			(0.13	)		—			(0.13	)
Year ended 3/31/08	$	14.80		0.21			0.31			0.52			—			(0.21	)		(0.67	)		(0.88	)
Large Cap Value Fund — Institutional Class
Period ended 9/30/12⁹	$	13.77		0.12			0.57			0.69			—	⁴		(0.15	)		—			(0.15	)
Long/Short Fund
Year ended 9/30/12	$	11.85		(0.02	)		1.83			1.81			—	⁴		—			—			—
Year ended 9/30/11	$	11.74		(0.04	)		0.16			0.12			—	⁴		(0.01	)		—			(0.01	)
Year ended 9/30/10	$	11.13		(0.01	)		0.62			0.61			—	⁴		—	⁴		—			—	⁴
Year ended 9/30/09	$	10.81		0.02			0.50			0.52			—	⁴		(0.05	)		(0.15	)		(0.20	)
Period ended 9/30/08¹⁵	$	11.27		0.05	¹⁶		(0.46	)		(0.41	)		—			(0.05	)		—			(0.05	)
Year ended 3/31/08	$	11.59		0.27			0.02			0.29			—			(0.28	)		(0.33	)		(0.61	)

See Notes to Financial Highlights and Notes to Financial Statements.

110


		(for a share outstanding throughout each period)



					Ratios to Average Net Assets												Supplemental Data
Net Asset Value End of Period		Total Return (%)¹			Expenses Net of Waivers and Reimbursements (%)²			Expenses Before Waivers and Reimbursements (%)²			Net Investment Income Net of Waivers and Reimbursements (%)²			Net Investment Income Before Waivers and Reimbursements (%)²			Net Assets End of Period (000’s)		Portfolio Turnover Rate^1 3

$	41.41		26.91			1.23	⁵		1.23	⁵		(0.70	)		(0.70	)	$	581,371		28%
$	32.63		8.95			1.22			1.22			(0.57	)		(0.57	)	$	433,294		27%
$	29.95		15.75			1.29	¹²		1.29	¹²		0.02			0.02		$	418,642		19%
$	25.88		(0.45	)		1.34			1.34			0.24			0.24		$	409,949		30%
$	26.38		(24.82	)		1.21			1.21			0.52			0.52		$	645,769		44%

$	41.44		8.14			1.12	⁵		1.55	⁵		(0.62	)		(1.05	)	$	9,101		28%

$	2.02		11.42			1.95	⁵		3.41	⁵		(0.65	)		(2.11	)	$	13,658		17%
$	1.83		(8.50	)		1.95			4.85			(0.07	)		(2.97	)	$	10,580		2%

$	2.66		23.15			1.95	⁵		2.13	⁵		0.29			0.11		$	1,482,265		39%
$	2.16		(8.85	)		1.96			2.19			0.22			(0.01	)	$	774,198		48%
$	2.37		51.69			2.06	¹³		2.39	¹³		0.82			0.49		$	446,751		23%
$	1.57		26.80			2.10			3.03			0.12			(0.81	)	$	50,489		78%
$	1.24		(37.88	)		2.10			2.67			0.27			(0.29	)	$	36,176		38%

$	2.41		20.50			2.25	⁵		3.64	⁵		1.31			(0.08	)	$	33,045		5%

$	4.15		26.69			1.84	⁵		1.84	⁵		(0.61	)		(0.61	)	$	153,582		38%
$	3.68		(4.21	)		1.94			1.94			(0.41	)		(0.41	)	$	199,855		59%
$	3.97		20.41			2.25	¹³		2.33	¹³		(0.73	)		(0.81	)	$	234,904		23%
$	3.38		69.00			2.25			2.61			(0.67	)		(1.03	)	$	117,385		22%

$	12.80		19.76			0.95	⁵		1.03	⁵		(0.28	)		(0.37	)	$	111,952		26%
$	10.83		2.01			0.95			1.04			(0.02	)		(0.11	)	$	72,561		35%
$	10.70		16.06			0.96	¹²		1.11	¹²		0.81			0.66		$	78,274		36%
$	9.28		3.74			0.95			1.21			0.74			0.48		$	77,194		33%
$	9.00		(21.54	)		0.95			1.01			0.44			0.38		$	95,414		48%

$	22.44		30.39			1.57	⁶		1.57	⁶		0.51			0.51		$	434,824		44%
$	17.21		(7.77	)		1.66			1.66			(0.01	)		(0.01	)	$	281,481		70%
$	18.66		34.15			1.86	¹³		1.86	¹³		0.10			0.10		$	285,446		44%
$	13.91		18.03			1.94			1.94			0.03			0.03		$	173,226		56%
$	11.83		(44.01	)		1.83			1.83			(0.15	)		(0.15	)	$	194,780		44%

$	2.41		22.33			2.25	⁵		2.48	⁵		(0.16	)		(0.39	)	$	194,563		41%
$	2.24		(10.49	)		2.25			2.55			(0.58	)		(0.88	)	$	151,569		108%
$	2.57		31.71			2.26	¹²		2.62	¹²		(0.60	)		(0.96	)	$	152,178		51%
$	1.97		23.60			2.26	⁶		2.79	⁶		(0.28	)		(0.81	)	$	93,856		69%
$	1.60		(45.33	)		2.25			2.59			(0.09	)		(0.43	)	$	55,691		63%

$	14.31		22.50			1.10	⁵		1.15	⁵		1.42			1.37		$	1,298,365		14%
$	11.85		(5.08	)		1.10			1.11			1.24			1.23		$	1,546,471		26%
$	12.64		7.07			1.11	¹²		1.14	¹²		1.36			1.33		$	1,621,113		17%
$	11.97		(5.63	)		1.10			1.22			1.93			1.81		$	1,385,508		16%
$	12.93		(9.65	)		1.04			1.29			1.99			1.74		$	780,384		5%
$	14.44		3.22			1.13			1.38			1.43			1.18		$	447,674		36%

$	14.31		5.02			0.98	⁵		1.31	⁵		1.44			1.11		$	15,511		14%

$	13.66		15.27			1.51	⁷		1.51	⁷		(0.20	)		(0.20	)	$	1,537,220		71%
$	11.85		0.98			1.63	⁷		1.63	⁷		(0.44	)		(0.44	)	$	833,298		82%
$	11.74		5.52			1.71	¹³⁷		1.71	¹³ ⁷		0.03			0.03		$	300,255		60%
$	11.13		5.35			1.91	⁷		1.96	⁷		0.24			0.19		$	146,127		167%
$	10.81		(3.66	)		1.77	⁷		2.02	⁷		0.95			0.70		$	122,114		71%
$	11.27		2.34			1.75	⁷		2.00	⁷		2.25			2.00		$	87,410		179%

111


WASATCH FUNDS — Financial Highlights *(continued)*


			Income (Loss) from Investment Operations												Less Distributions
	Net Asset Value Beginning of Period		Net Investment Income (Loss)			Net Realized and Unrealized Gains (Losses) on Investments			Total from Investment Operations			Redemption Fees (See Note 2)			Dividends from Net Investment Income			Distributions from Net Realized Gains			Total Distributions
Micro Cap Fund
Year ended 9/30/12	$	4.40		(0.09	)		1.40			1.31			—	⁴		—			—			—
Year ended 9/30/11	$	4.44		(0.06	)		0.02			(0.04	)		—	⁴		—			—			—
Year ended 9/30/10	$	3.89		(0.05	)		0.60			0.55			—	⁴		—			—			—
Year ended 9/30/09	$	4.14		(0.03	)		(0.21	)		(0.24	)		—	⁴		(0.01	)		—			(0.01	)
Year ended 9/30/08	$	7.19		(0.07	)		(1.81	)		(1.88	)		—	⁴		—			(1.17	)		(1.17	)
Micro Cap Value Fund
Year ended 9/30/12	$	2.24		(0.04	)		0.65			0.61			—	⁴		—			—			—
Year ended 9/30/11	$	2.38		(0.04	)		(0.10	)		(0.14	)		—	⁴		—			—			—
Year ended 9/30/10	$	2.11		(0.02	)		0.30			0.28			—	⁴		(0.01	)		—			(0.01	)
Year ended 9/30/09	$	1.80		(0.02	)		0.33			0.31			—	⁴		—			—			—
Year ended 9/30/08	$	2.98		(0.02	)		(0.75	)		(0.77	)		—	⁴		—			(0.41	)		(0.41	)
Small Cap Growth Fund
Year ended 9/30/12	$	35.37		(0.29	)		10.40			10.11			—	⁴		—			(1.66	)		(1.66	)
Year ended 9/30/11	$	34.24		(0.13	)		1.26			1.13			—	⁴		—			—			—
Year ended 9/30/10	$	28.59		(0.22	)		5.87			5.65			—	⁴		—			—			—
Year ended 9/30/09	$	26.50		(0.12	)		2.27			2.15			—	⁴		—			(0.06	)		(0.06	)
Year ended 9/30/08	$	40.10		(0.16	)		(8.85	)		(9.01	)		—	⁴		—			(4.59	)		(4.59	)
Small Cap Value Fund — Investor Class
Year ended 9/30/12	$	3.12		(0.03	)		0.72			0.69			—	⁴		—			—			—
Year ended 9/30/11	$	3.08		(0.02	)		0.06			0.04			—	⁴		—			—			—
Year ended 9/30/10	$	2.75		(0.01	)		0.34			0.33			—	⁴		—			—			—
Year ended 9/30/09	$	2.82		(0.01	)		(0.06	)		(0.07	)		—	⁴		—			—			—
Year ended 9/30/08	$	5.22		0.01			(1.11	)		(1.10	)		—	⁴		(0.01	)		(1.29	)		(1.30	)
Small Cap Value Fund — Institutional Class
Period ended 9/30/12⁹	$	3.68		(0.01	)		0.15			0.14			—			—			—			—
Strategic Income Fund
Year ended 9/30/12	$	7.57		0.16			1.77			1.93			—	⁴		(0.20	)		—			(0.20	)
Year ended 9/30/11	$	7.51		0.25			0.06			0.31			—	⁴		(0.25	)		—			(0.25	)
Year ended 9/30/10	$	6.77		0.31			0.70			1.01			—	⁴		(0.27	)		—			(0.27	)
Year ended 9/30/09	$	7.62		0.29			(0.85	)		(0.56	)		—	⁴		(0.29	)		—			(0.29	)
Year ended 9/30/08	$	11.00		0.55			(2.29	)		(1.74	)		—	⁴		(0.50	)		(1.14	)		(1.64	)
Ultra Growth Fund
Year ended 9/30/12	$	20.11		(0.08	)		3.98			3.90			—	⁴		—			(1.18	)		(1.18	)
Year ended 9/30/11	$	19.80		(0.17	)		0.48			0.31			—	⁴		—			—			—
Year ended 9/30/10	$	15.66		(0.15	)		4.29			4.14			—	⁴		—			—			—
Year ended 9/30/09	$	15.76		(0.14	)		0.04			(0.10	)		—	⁴		—			—			—
Year ended 9/30/08	$	27.78		(0.22	)		(8.28	)		(8.50	)		—	⁴		—			(3.52	)		(3.52	)
World Innovators Fund
Year ended 9/30/12	$	14.71		(0.12	)		3.96			3.84			—	⁴		—			—			—
Year ended 9/30/11	$	13.65		(0.13	)		1.19			1.06			—	⁴		—			—			—
Year ended 9/30/10	$	11.12		(0.10	)		2.65			2.55			—	⁴		(0.02	)		—			(0.02	)
Year ended 9/30/09	$	10.31		(0.12	)		0.93			0.81			—	⁴		—			—			—
Year ended 9/30/08	$	17.69		(0.25	)		(5.65	)		(5.90	)		—	⁴		—			(1.48	)		(1.48	)
Wasatch-1st Source Income Fund
Year ended 9/30/12	$	10.32		0.20			0.12			0.32			—	⁴		(0.20	)		—			(0.20	)
Year ended 9/30/11	$	10.34		0.25			(0.02	)		0.23			—	⁴		(0.25	)		—			(0.25	)
Year ended 9/30/10	$	10.04		0.29			0.30			0.59			—	⁴		(0.29	)		—			(0.29	)
Year ended 9/30/09	$	9.59		0.33			0.46			0.79			—	⁴		(0.34	)		—			(0.34	)
Period ended 9/30/08¹⁵	$	9.95		0.18	¹⁶		(0.35	)		(0.17	)		—			(0.19	)		—			(0.19	)
Year ended 3/31/08	$	9.73		0.40			0.24			0.64			—			(0.42	)		—			(0.42	)
U.S. Treasury Fund
Year ended 9/30/12	$	18.75		0.42			0.77			1.19			0.01			(0.42	)		(0.78	)		(1.20	)
Year ended 9/30/11	$	17.17		0.52			2.63			3.15			0.02			(0.52	)		(1.07	)		(1.59	)
Year ended 9/30/10	$	16.29		0.54			1.35			1.89			0.01			(0.54	)		(0.48	)		(1.02	)
Year ended 9/30/09	$	14.95		0.55			1.29			1.84			0.05			(0.55	)		—			(0.55	)
Year ended 9/30/08	$	13.84		0.58			1.10			1.68			0.01			(0.58	)		—			(0.58	)

112


		(for a share outstanding throughout each period)


					Ratios to Average Net Assets												Supplemental Data
Net Asset Value End of Period		Total Return (%)¹			Expenses Net of Waivers and Reimbursements (%)²			Expenses Before Waivers and Reimbursements (%)²			Net Investment Income Net of Waivers and Reimbursements (%)²			Net Investment Income Before Waivers and Reimbursements (%)²			Net Assets End of Period (000’s)		Portfolio Turnover Rate^1 3

$	5.71		29.77			2.14	⁵		2.14	⁵		(1.50	)		(1.50	)	$	289,449		25%
$	4.40		(0.90	)		2.14			2.14			(1.05	)		(1.05	)	$	253,415		30%
$	4.44		14.14			2.18	⁵		2.18	⁵		(1.10	)		(1.10	)	$	283,551		34%
$	3.89		(5.70	)		2.24			2.24			(0.96	)		(0.96	)	$	272,537		46%
$	4.14		(30.46	)		2.16			2.16			(1.26	)		(1.26	)	$	359,394		54%

$	2.85		27.23			2.25	⁵		2.31	⁵		(1.27	)		(1.33	)	$	138,299		78%
$	2.24		(5.88	)		2.25			2.28			(1.21	)		(1.24	)	$	142,795		94%
$	2.38		13.26			2.26	¹²		2.37	¹²		(1.32	)		(1.43	)	$	185,587		88%
$	2.11		17.22			2.26	⁷		2.46	⁷		(1.36	)		(1.56	)	$	115,216		145%
$	1.80		(29.67	)		2.25			2.35			(1.21	)		(1.31	)	$	97,912		144%

$	43.82		29.41			1.24	⁵		1.24	⁵		(0.73	)		(0.73	)	$	1,824,781		20%
$	35.37		3.30			1.23			1.23			(0.32	)		(0.32	)	$	1,297,982		23%
$	34.24		19.76			1.27	¹²		1.27	¹²		(0.74	)		(0.74	)	$	1,110,087		17%
$	28.59		8.20			1.29			1.29			(0.60	)		(0.60	)	$	809,318		52%
$	26.50		(25.42	)		1.21			1.21			(0.47	)		(0.47	)	$	735,546		51%

$	3.81		22.12			1.46	⁵		1.46	⁵		(0.73	)		(0.73	)	$	166,330		55%
$	3.12		1.30			1.78			1.78			(0.65	)		(0.65	)	$	169,401		46%
$	3.08		12.00			1.85	¹²		1.85	¹²		(0.23	)		(0.23	)	$	211,571		62%
$	2.75		(2.48	)		1.92			1.92			(0.33	)		(0.33	)	$	218,358		89%
$	2.82		(26.26	)		1.76			1.76			0.15			0.15		$	336,914		78%

$	3.82		3.80			1.15	⁵		1.66	⁵		(0.42	)		(0.93	)	$	7,243		55%

$	9.30		25.61			0.95	⁵		1.14	⁵		1.74			1.55		$	44,635		57%
$	7.57		3.94			0.95			1.21			2.99			2.73		$	24,057		62%
$	7.51		15.18			0.99	¹³⁷		1.33	¹³⁷		4.35			4.01		$	19,517		73%
$	6.77		(6.49	)		1.05	⁷		1.71	⁷		4.93			4.27		$	17,710		84%
$	7.62		(18.17	)		0.97	⁷		1.46	⁷		5.96			5.47		$	21,889		81%

$	22.83		20.13			1.32	⁵		1.32	⁵		(0.35	)		(0.35	)	$	143,259		43%
$	20.11		1.57			1.42			1.42			(0.51	)		(0.51	)	$	134,203		60%
$	19.80		26.44			1.68	¹²		1.68	¹²		(1.14	)		(1.14	)	$	178,566		45%
$	15.66		(0.63	)		1.75			1.77			(1.12	)		(1.14	)	$	121,284		64%
$	15.76		(35.09	)		1.53			1.53			(0.93	)		(0.93	)	$	144,004		84%

$	18.55		26.10			1.85	⁵		1.85	⁵		(0.99	)		(0.99	)	$	167,934		66%
$	14.71		7.77			1.95			1.95			(0.84	)		(0.84	)	$	72,493		85%
$	13.65		22.91			1.96	¹²		2.05	¹²		(0.74	)		(0.83	)	$	65,767		74%
$	11.12		7.86			1.95			2.14			(0.88	)		(1.07	)	$	59,540		41%
$	10.31		(36.07	)		1.92			1.92			(1.24	)		(1.24	)	$	82,164		89%

$	10.44		3.16			0.70	⁵		0.70	⁵		1.97			1.97		$	139,186		48%
$	10.32		2.26			0.71			0.71			2.42			2.42		$	135,617		43%
$	10.34		5.95			0.72	¹³		0.73	¹³		2.87			2.86		$	138,095		51%
$	10.04		8.42			0.84			0.88			3.44			3.40		$	114,496		28%
$	9.59		(1.69	)		0.87			1.12			3.66			3.41		$	89,081		15%
$	9.95		6.74			0.95			1.20			4.05			3.80		$	86,981		56%

$	18.75		6.66			0.72	⁵		0.72	⁵		2.33			2.33		$	271,495		13%
$	18.75		22.06			0.75			0.76			3.44			3.43		$	187,368		44%
$	17.17		12.65			0.75	¹³		0.78	¹³		3.56			3.53		$	200,855		49%
$	16.29		12.49			0.75			0.79			3.34			3.30		$	154,099		62%
$	14.95		12.33			0.74			0.74			3.85			3.85		$	121,240		31%

113


WASATCH FUNDS — Notes to Financial Highlights		*SEPTEMBER 30, 2012*

¹	Not annualized for periods less than one year.

²	Annualized for periods less than one year.

³	Portfolio turnover is calculated on the basis of the Fund as a whole without distinguishing between the classes of shares issued.

⁴	Represents amounts less than $.005 per share.

⁵	Includes interest expense of less than 0.01%.

⁶	Includes interest expenses of 0.01%.

⁷	Includes interest expense and dividend payments for securities sold short. The ratios excluding such expenses are listed below:


	Expenses Net of Waivers and Reimbursements²			Expenses Before Waivers and Reimbursements²
Long/Short Fund
Year ended 9/30/12		1.27%			1.27%
Year ended 9/30/11		1.30%			1.30%
Year ended 9/30/10		1.34%	¹³		1.34%	¹³
Year ended 9/30/09		1.47%			1.52%
Period ended 9/30/08¹⁵		1.46%			1.71%
Year ended 3/31/08		1.57%			1.82%

Micro Cap Value Fund
Year ended 9/30/09		2.25%			2.45%

Strategic Income Fund
Year ended 9/30/10		0.95%	¹³		1.29%	¹³
Year ended 9/30/09		0.95%			1.61%
Year ended 9/30/08		0.95%			1.44%

⁸	Fund inception date was October 1, 2007.

⁹	Institutional class inception date was January 31, 2012.

¹⁰	Fund inception date was January 31, 2012.

¹¹	Fund inception date was April 26, 2011.

¹²	Includes extraordinary expenses of 0.01% (see Note 9).

¹³	Includes extraordinary expenses of less than 0.01% (see Note 9).

¹⁴	Fund inception date was November 17, 2008.

¹⁵	Effective September 19, 2008, the Fund changed its fiscal year end to September 30.

¹⁶	Average shares method used in calculation.

See Notes to Financial Statements.

114


WASATCH FUNDS — Notes to Financial Statements		*SEPTEMBER 30, 2012*

1. ORGANIZATION

Wasatch Funds Trust (the “Trust”) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and consists of 20 series or funds (each a “Fund” and collectively the “Funds”). The Core Growth Fund, Emerging Markets Small Cap Fund, Global Opportunities Fund, Heritage Growth Fund, International Growth Fund, International Opportunities Fund, Large Cap Value Fund, Micro Cap Fund, Micro Cap Value Fund, Small Cap Growth Fund, Small Cap Value Fund, Strategic Income Fund, Ultra Growth Fund, World Innovators Fund, Wasatch-1st Source Income Fund (“Income Fund”) (sub-advised), and Wasatch-Hoisington U.S. Treasury Fund (“U.S. Treasury Fund”) (sub-advised) are each diversified funds. The Emerging India Fund, Frontier Emerging Small Countries Fund, Long/Short Fund and Emerging Markets Select Fund are non-diversified funds. Each Fund maintains its own investment objective. On August 22, 2012, the Funds filed a post-effective registration statement pursuant to Rule 485(a)(2) under the 1940 Act for Wasatch Emerging Markets Select Fund (a new series of the Trust).

On November 9, 2011, the Trust re-designated the shares of the Funds into Investor Class shares effective January 31, 2012, and authorized and designated a new Institutional Class of shares in the Funds. Currently, only three funds offer Institutional Class shares: Wasatch Core Growth Fund, Wasatch Large Cap Value Fund and Wasatch Small Cap Value Fund, which commenced operations on January 31, 2012. On October 2, 2012, the Funds filed a post-effective registration statement pursuant to Rule 485(a)(2) under the 1940 Act for Long/Short Fund Institutional Class shares. Each class of shares for each Fund has identical rights and privileges except with respect to purchase minimums, distribution and service charges, shareholder services, voting rights on matters affecting a single class of shares, and exchange and conversion features. The Funds have entered into an investment advisory agreement with Wasatch Advisors, Inc. (the “Advisor” or “Wasatch”) as investment advisor.

The Core Growth, Emerging India, Emerging Markets Small Cap, Frontier Emerging Small Countries, Global Opportunities, Heritage Growth, International Growth, International Opportunities, Large Cap Value, Long/Short, Micro Cap, Micro Cap Value, Small Cap Growth, Small Cap Value, Strategic Income, Ultra Growth and World Innovators Funds are referred to herein as the “Equity Funds.” No shares of the Emerging Markets Select Fund or the Long/Short Fund Institutional Class shares were offered or outstanding during the fiscal year ended September 30, 2012.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant policies related to investments of the Funds held at September 30, 2012. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Valuation of Securities — All investments in securities are recorded at their estimated fair value as described in Note 15.

Foreign Currency Translations — Values of investments denominated in foreign currencies are converted into U.S. dollars using the current exchange rates each business day. Purchases and sales of investments and dividend income are translated into U.S. dollars using the current prevailing exchange rate on the transaction date. The effect of changes in foreign exchange rates on realized and unrealized gains or losses on securities is reflected as a component of such gains or losses. Transactions in foreign denominated assets may involve greater risks than domestic transactions.

At September 30, 2012, the foreign currencies held by the Funds were as follows (amounts in U.S. dollars):


	Cost of Currency		Value of Currency
Emerging India Fund
Indian Rupee	$	192,316	$	201,669


Emerging Markets Small Cap Fund
Brazilian Real	$	42,322	$	42,408
Egyptian Pound		1		1
Hong Kong Dollar		579,048		579,021
Indian Rupee		68,060		68,679
Moroccan Dirham		0		1

	$	689,431	$	690,110



Frontier Emerging Small Countries Fund
Bangladesh Taka	$	11,168	$	11,168
Hong Kong Dollar		21,282		21,281
Malaysian Ringgit		5,256		5,290
Pakistan Rupee		30		31
Sri Lanka Rupee		41,827		41,883

	$	79,563	$	79,653



Global Opportunities Fund
Australian Dollar	$	4	$	4
Hong Kong Dollar		39,486		39,483
Pound Sterling		19,396		19,298
South Korean Won		1		1

	$	58,887	$	58,786



International Growth Fund
Australian Dollar	$	36	$	36
Hong Kong Dollar		158,891		158,880
Pound Sterling		84,252		83,824

	$	243,179	$	242,740



International Opportunities Fund
Malaysian Ringgit	$	15,831	$	15,935


Micro Cap Value Fund
Hong Kong Dollar	$	41,021	$	41,018
Malaysian Ringgit		14,952		15,050

	$	55,973	$	56,068



Strategic Income Fund
Hong Kong Dollar	$	2	$	2

115


WASATCH FUNDS — Notes to Financial Statements *(continued)*

Investment in Securities and Related Investment Income—Security transactions are accounted for on the trade date. Gains or losses on securities sold are determined on the identified cost basis. Dividend income and distributions to shareholders are recorded on the ex-dividend date except that certain dividends from foreign securities may be recorded after the ex-dividend date based on when the Fund is informed of the dividend. Interest income and estimated expenses are accrued daily. Bond discount and premiums are amortized using the interest method. To the extent dividends received from Limited Partnership and Real Estate Investment Trust securities include return of capital distributions; such distributions are recorded as income, and adjusted accordingly for tax purposes.

Expenses—The Funds contract for various services on a collective basis. Most expenses are directly attributable to each Fund and therefore are charged accordingly. Expenses that are not directly attributable to one or more Funds are allocated among applicable Funds on an equitable and consistent basis considering such things as the nature and type of expense and the relative net assets of the Funds.

Use of Management Estimates—The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported changes in net assets during the reporting period. Actual results could differ from those estimates.

Guarantees and Indemnifications—In the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties which provide general indemnifications. The maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds and/or their affiliates that have not yet occurred. Based on experience, however, the risk of loss is expected to be remote.

Redemption Fees—The Funds deduct a fee of 2.00% from redemption proceeds on shares of the Funds held 60 days or less. Redemption fees retained by the Funds are credited to additional paid-in capital.

New Accounting Pronouncements—In December 2011, the International Accounting Standards Board (“IASB”) and the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11 “Disclosures about Offsetting Assets and Liabilities.” These common disclosure requirements are intended to help investors and other financial statement users to better assess the effect or potential effect of offsetting arrangements on a fund’s financial position. They also improve transparency in the reporting of how companies mitigate credit risk, including disclosure of related collateral pledged or received. In addition, ASU 2011-11 facilitates comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of International Financial Reporting Standards (“IFRS”). ASU 2011-11 requires entities to disclose gross and net information about instruments and transactions eligible for offset in the statement of financial position; and disclose instruments and transactions subject to an agreement similar to a master netting agreement (agreement with a counterparty that mitigates its

credit exposure in the event of default). ASU 2011-11 is effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. At this time, management is evaluating the implications of ASU 2011-11 and its impact on the financial statements.

Other—Income, expenses, and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets, except that each class separately bears expenses related specifically to that class, such as certain shareholder servicing fees.

3. SECURITIES AND OTHER INVESTMENTS

Repurchase Agreements—The Funds may engage in repurchase transactions. Under the terms of a typical repurchase agreement, a fund takes possession of an underlying debt obligation subject to an obligation of the seller to repurchase and the fund to resell the obligation at an agreed upon price and time. The market value of the collateral must be at least equal at all times to the total amount of the repurchase obligation, including interest. Generally, in the event of counterparty default, the fund has the right to use the collateral to offset losses incurred.

Short Sales—The Long/Short Fund and to a lesser extent the other Equity Funds may enter into short sales whereby a fund sells a security it generally does not own (the security is borrowed), in anticipation of a decline in the security’s price. The initial amount of a short sale is recorded as a liability which is marked-to-market daily. Fluctuations in the value of the short liability are recorded as unrealized gains or losses. If a Fund shorts a security when also holding a long position in the security (a “short against the box”), as the security’s price declines, the short position increases in value, offsetting the long position’s decrease in value. The opposite effect occurs if the security’s price rises. A Fund realizes a gain or loss upon closing of the short sale (returning the security to the counterparty by way of purchase or delivery of a long position owned). Possible losses from short sales may be unlimited, whereas losses from security purchases cannot exceed the total amount invested. The Funds are liable to the buyer for any dividends payable on securities while those securities are in a short position. These dividends are an expense of the Funds. The Funds designate collateral consisting of cash, U.S. government securities or other liquid assets sufficient to collateralize the market value of short positions.

4. FINANCIAL DERIVATIVE INSTRUMENTS

Foreign Currency Contracts—The Funds may enter into foreign currency contracts to settle planned purchases or sales of securities or to protect against a possible loss resulting from the adverse change in the relationship between the U.S. dollar and a foreign currency involved in an underlying transaction. Foreign currency contracts are agreements between two parties to buy and sell a currency at a set price on a future date. The market value of a foreign currency contract fluctuates with changes in currency exchange rates. Foreign currency contracts are marked-to-market daily and the change in market value is recorded by a fund as unrealized appreciation

116


		*SEPTEMBER 30, 2012*

or depreciation. When a foreign currency contract is closed, the fund records a realized gain or loss equal to the difference between the value at the time it was opened and the value at the time it was closed. These contracts may involve market risk in excess of the unrealized gain or loss reflected on the Schedule of Investments. In addition, a fund could be exposed to credit risk if a counterparty is unable or unwilling to meet the terms of the contracts or if the value of the currency changes unfavorably. In connection with these contracts, the Funds may segregate cash and/or securities in a sufficient amount as collateral in accordance with the terms of the respective contracts.

Options Transactions—The Equity Funds and the Income Fund may buy and sell put and call options and write covered put and call options, including over-the-counter options, on portfolio securities where the completion of the obligation is dependent upon the credit standing of another party. Options are a type of derivative financial instrument. The Funds may invest in derivative financial instruments, including options, in order to manage risk or gain exposure to various other investments or markets. The risk in writing a call option is that a fund gives up the opportunity for profit if the market price of the security increases. The risk in writing a put option is that a fund may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that a fund pays a premium whether or not the option is exercised. A fund also has the additional risk of not being able to enter into a closing transaction if a liquid secondary market does not exist. Possible losses from uncovered written options may be unlimited. Option contracts are

valued daily and unrealized appreciation or depreciation is recorded. A fund will realize a gain or loss upon expiration or closing of the option transaction. When an option is exercised, the proceeds on sales for a written call option, the purchase cost for a written put option, or the cost of a security for a purchased put or call option is adjusted by the amount of premium received or paid. The Funds designate collateral consisting of cash, U.S. government securities or other liquid assets sufficient to collateralize the market value of written options.

5. DISTRIBUTIONS

Dividends from net investment income and net realized gains, if any, are declared and paid at least annually for all Funds, except for dividends from net investment income in five funds. The Income Fund declares and pays dividends monthly. The Large Cap Value, Long/Short, Strategic Income, and U.S. Treasury Funds declare and pay dividends quarterly. The amount of dividends and distributions from net investment income and net realized gains are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. The Funds may utilize earnings and profits distributed to shareholders on redemption of shares as part of the dividends paid deduction (tax equalization).

To the extent these book and tax differences are permanent in nature, such amounts are reclassified at the end of the fiscal year among additional paid-in capital, undistributed net investment income (loss), and undistributed net realized gains (losses) on investments and foreign currency translations.

Accordingly, at September 30, 2012, reclassifications were recorded as follows:


	Core Growth Fund			Emerging India Fund			Emerging Markets Small Cap Fund			Frontier Emerging Small Countries Fund			Global Opportunities Fund
Increase (decrease) paid-in capital in excess of par	$	(678,310	)	$	(38,410	)	$	1		$	(28	)	$	3,939,290
Increase (decrease) undistributed net investment income		671,002			5,196			(2,563,180	)		(61,064	)		691,779
Increase (decrease) undistributed net realized gain		7,308			33,214			2,563,179			61,092			(4,631,069	)

	Heritage Growth Fund			International Growth Fund			International Opportunities Fund			Large Cap Value Fund			Long/Short Fund
Decrease paid-in capital in excess of par	$	(117,474	)	$	—		$	(424,397	)	$	(351,570	)	$	(598,383	)
Increase (decrease) undistributed net investment income		112,980			(485,173	)		63,454			(302,630	)		676,887
Increase (decrease) undistributed net realized gain (loss)		4,494			485,173			360,943			654,200			(78,504	)

	Micro Cap Fund			Micro Cap Value Fund			Small Cap Growth Fund			Small Cap Value Fund			Strategic Income Fund
Decrease paid-in capital in excess of par	$	(612,836	)	$	(1,725,094	)	$	(3,232,317	)	$	(497,914	)	$	(130,226	)
Increase (decrease) undistributed net investment income		583,415			2,107,394			3,241,088			394,150			53,491
Increase (decrease) undistributed net realized gain (loss)		29,421			(382,300	)		(8,771	)		103,764			76,735

	Ultra Growth Fund			World Innovators Fund			Income Fund			U.S. Treasury Fund
Decrease paid-in capital in excess of par	$	378		$	(260,294	)	$	—		$	—
Increase (decrease) undistributed net investment income		340,695			81,090			(237,738	)		—
Increase (decrease) undistributed net realized gain (loss)		(341,073	)		179,204			237,738			—

117


WASATCH FUNDS — Notes to Financial Statements *(continued)*

6. 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 year or period ended September 30, 2012 are summarized below:


	Core Growth Fund		Emerging India Fund		Emerging Markets Small Cap Fund		Frontier Emerging Small Countries Fund¹		Global Opportunities Fund		Heritage Growth Fund		International Growth Fund
Purchases	$	140,525,329	$	3,312,122	$	892,391,598	$	27,860,375	$	60,351,105	$	44,074,587	$	188,948,974
Sales		136,777,595		1,958,475		419,438,675		740,052		140,366,817		24,149,529		139,726,190

	International Opportunities Fund		Large Cap Value Fund		Long/Short Fund		Micro Cap Fund		Micro Cap Value Fund		Small Cap Growth Fund		Small Cap Value Fund
Purchases	$	87,312,263	$	202,383,584	$	1,038,065,075	$	70,856,037	$	104,986,461	$	310,901,193	$	96,471,749
Sales		68,391,747		716,592,015		642,726,377		106,598,503		126,480,516		338,313,309		127,689,941

	Strategic Income Fund		Ultra Growth Fund		World Innovators Fund		Income Fund
Purchases	$	29,536,397	$	62,329,474	$	125,373,374	$	35,244,338
Sales		19,023,719		81,865,390		67,771,576		30,014,666

¹Inception

date of the Fund was January 31, 2012.

Purchases and sales of U.S. government securities in the Income Fund were $34,046,209 and $36,480,088, respectively. Purchases and sales of U.S. government securities in the U.S. Treasury Fund were $99,558,353 and $31,545,290, respectively.

7. OPTIONS CONTRACTS WRITTEN

Options written activity during the year ended September 30, 2012 was as follows:


	Options Outstanding at 9/30/2011		Written		Closed			Exercised			Expired			Options Outstanding at 9/30/2012
Core Growth Fund
Premium amount	$	178,735	$	150,916	$	—		$	—		$	(178,735	)	$	150,916
Number of contracts		500		1,050		—			—			(500	)		1,050
Long/Short Fund
Premium amount	$	10,278,040	$	20,406,764	$	(2,027,040	)	$	(8,805,335	)	$	(11,199,302	)	$	8,653,127
Number of contracts		35,095		100,961		(11,655	)		(40,650	)		(45,731	)		38,020
Micro Cap Value Fund
Premium amount	$	762,276	$	2,003,640	$	(1,280,090	)	$	(933,997	)	$	(296,574	)	$	255,255
Number of contracts		2,600		9,906		(4,811	)		(5,717	)		(1,183	)		795
Small Cap Value Fund
Premium amount	$	—	$	134,261	$	—		$	—		$	—		$	134,261
Number of contracts		—		600		—			—			—			600
World Innovators Fund
Premium amount	$	—	$	7,710	$	—		$	(6,168	)	$	(1,542	)	$	—
Number of contracts		—		15		—			(12	)		(3	)		—

8. FEDERAL INCOME TAX INFORMATION

It is each Fund’s policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all taxable income to shareholders. The Funds are no longer subject to examination by tax authorities for years prior to 2009. At this time, management believes there are no uncertain tax positions which, based on their technical merit, would not be sustained upon examination and for which it is reasonably possible that the total of amounts of unrecognized tax benefits will significantly change in the next 12 months. Accordingly, no provision for federal income or excise taxes has been made.

118


		*SEPTEMBER 30, 2012*

As of September 30, 2012, the cost and unrealized appreciation (depreciation) of securities on a tax basis were as follows:


	Core Growth Fund			Emerging India Fund			Emerging Markets Small Cap Fund			Frontier Emerging Small Countries Fund			Global Opportunities Fund			Heritage Growth Fund			International Growth Fund
Cost	$	428,930,318		$	12,300,426		$	1,255,305,111		$	28,594,190		$	114,247,836		$	92,100,572		$	332,688,367

Gross appreciation	$	173,681,302		$	1,796,753		$	260,747,120		$	3,860,312		$	44,139,078		$	25,139,794		$	103,494,482
Gross (depreciation)		(11,341,947	)		(625,005	)		(27,568,613	)		(219,672	)		(2,849,006	)		(5,197,307	)		(3,687,584	)

Net appreciation (depreciation)	$	162,339,355		$	1,171,748		$	233,178,507		$	3,640,640		$	41,290,072		$	19,942,487		$	99,806,898



	International Opportunities Fund			Large Cap Value Fund			Long/Short Fund			Micro Cap Fund			Micro Cap Value Fund			Small Cap Growth Fund			Small Cap Value Fund
Cost	$	156,641,979		$	1,055,402,604		$	1,424,494,609		$	224,592,414		$	106,102,585		$	1,279,719,647		$	150,640,784

Gross appreciation	$	45,854,611		$	308,093,905		$	117,043,028		$	95,161,799		$	32,238,600		$	538,351,587		$	34,003,699
Gross (depreciation)		(5,889,119	)		(48,362,917	)		(20,656,441	)		(26,011,914	)		(2,651,994	)		(35,651,644	)		(10,194,723	)

Net appreciation (depreciation)	$	39,965,492		$	259,730,988		$	96,386,587		$	69,149,885		$	29,586,606		$	502,699,943		$	23,808,976



	Strategic Income Fund			Ultra Growth Fund			World Innovators Fund			Income Fund			U.S. Treasury Fund
Cost	$	41,742,608		$	122,246,069		$	149,931,120		$	133,111,321		$	232,504,249

Gross appreciation	$	4,732,585		$	33,274,383		$	21,969,820		$	5,274,827		$	38,469,031
Gross (depreciation)		(1,831,567	)		(12,396,163	)		(3,162,384	)		(114,122	)		(273,413	)

Net appreciation (depreciation)	$	2,901,018		$	20,878,220		$	18,807,436		$	5,160,705		$	38,195,618

The difference between book-basis and tax-basis unrealized gains is primarily attributable to the tax deferral of losses on wash sales, unrealized appreciation on passive foreign investment companies and other temporary tax adjustments.

The components of accumulated earnings on a tax basis as of September 30, 2012 were as follows:


	Core Growth Fund			Emerging India Fund			Emerging Markets Small Cap Fund			Frontier Emerging Small Countries Fund			Global Opportunities Fund
Undistributed ordinary income	$	—		$	—		$	5,219,469		$	198,763		$	—
Undistributed capital gains		—			—			—			—			17,205,439

Accumulated earnings		—			—			5,219,469			198,763			17,205,439
Accumulated capital and other losses		(37,897,392	)		(859,376	)		(64,012,504	)		—			(843,378	)
Other undistributed ordinary losses		—			(82,053	)		—			(75,714	)		(9,566	)
Net unrealized appreciation*		162,377,571			1,116,249			226,894,941			3,576,997			41,225,199

Total accumulated earnings	$	124,480,179		$	174,820		$	168,101,906		$	3,700,046		$	57,577,694

119


WASATCH FUNDS — Notes to Financial Statements *(continued)*


	Heritage Growth Fund			International Growth Fund			International Opportunities Fund			Large Cap Value Fund			Long/Short Fund
Undistributed ordinary income	$	—		$	1,909,496		$	—		$	—		$	—
Undistributed capital gains		4,136,609			—			—			—			3,814,650

Accumulated earnings		4,136,609			1,909,496			—			—			3,814,650
Accumulated capital and other losses		(128,088	)		(32,020,626	)		(7,234,180	)		(828,517	)		(1,627,098	)
Other undistributed ordinary losses		—			—			(16,820	)		(61,013	)		—
Net unrealized appreciation*		19,942,913			99,565,576			39,733,954			259,730,988			92,348,571

Total accumulated earnings	$	23,951,434		$	69,454,446		$	32,482,954		$	258,841,458		$	94,536,123


	Micro Cap Fund			Micro Cap Value Fund			Small Cap Growth Fund			Small Cap Value Fund			Strategic Income Fund
Undistributed ordinary income	$	—		$	—		$	—		$	—		$	—
Undistributed capital gains		—			11,281,937			104,861,904			—			—

Accumulated earnings		—			11,281,937			104,861,904			—			—
Accumulated capital and other losses		(45,119,796	)		(523,723	)		(9,492,107	)		(97,665,048	)		(4,565,592	)
Other undistributed ordinary losses		—			—			—			—			(16,379	)
Net unrealized appreciation*		69,001,436			29,440,210			501,098,883			23,776,621			2,901,048

Total accumulated earnings (deficit)	$	23,881,640		$	40,198,424		$	596,468,680		($	73,888,427	)	($	1,680,923	)


	Ultra Growth Fund			World Innovators Fund			Income Fund			U.S. Treasury Fund
Undistributed ordinary income	$	—		$	—		$	75,618		$	143,701
Undistributed capital gains		16,570,757			—			—			5,092,077

Accumulated earnings		16,570,757			—			75,618			5,235,778
Accumulated capital and other losses		(730,134	)		(8,750,695	)		(714,842	)		—
Other undistributed ordinary losses		—			—			(38,635	)		(131,654	)
Net unrealized appreciation*		20,747,535			18,805,340			5,160,705			38,195,618

Total accumulated earnings	$	36,588,158		$	10,054,645		$	4,482,846		$	43,299,742

*	On investments, securities sold short, derivative and foreign currency denominated assets and liabilities.

Capital loss carryforwards are available through the date specified below to offset future realized net capital gains for federal income tax purposes. Future capital loss carryover utilization in any given year may be subject to Internal Revenue Code limitations. To the extent future gains are offset by capital loss carryforwards, such gains will not be distributed.

Capital loss carryforwards as of September 30, 2012 are as follows:


Fund	2014		2016		2017		2018
Core Growth Fund	$	—	$	—	$	—	$	35,409,803
Emerging Markets Small Cap Fund		—		—		3,795,857		6,828,580
International Growth Fund		—		—		—		26,072,123
Micro Cap Fund		—		—		—		41,372,871
Small Cap Value Fund		—		—		30,914,092		63,852,620
Strategic Income Fund		—		—		—		4,565,592
World Innovators Fund		—		—		—		7,292,881
Income Fund		153,117		561,725		—		—

On December 22, 2010, the Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was signed by the President of the United States of America. Under the Modernization Act, a Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. Post-enactment losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years, which carry an expiration date. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused.

120


		*SEPTEMBER 30, 2012*

Capital loss carryforwards as of September 30, 2012 with no expiration are as follows:


Fund	Short Term
Emerging India Fund	$	93,466
Emerging Markets Small Cap Fund		12,120,230
International Growth Fund		417,006
International Opportunities Fund		6,940,313

The Funds have elected to defer losses incurred from November 1, 2011 through September 30, 2012 in accordance with federal income tax rules. These losses are treated as having arisen on the first day of the following fiscal year. The Funds have elected to defer losses as follows:


Fund	Post-October Capital Losses		Late-Year Ordinary Losses
Core Growth Fund	$	—	$	2,487,589
Emerging India Fund		733,297		32,613
Emerging Markets Small Cap Fund		41,267,837		—
Global Opportunities Fund		—		843,378
Heritage Growth Fund		—		128,088
International Growth Fund		5,531,497		—
International Opportunities Fund		—		293,867
Large Cap Value Fund		828,517		—
Long/Short Fund		—		1,627,098
Micro Cap Fund		—		3,746,925
Micro Cap Value Fund		—		523,723
Small Cap Growth Fund		—		9,492,107
Small Cap Value Fund		1,969,866		928,470
Ultra Growth Fund		—		730,134
World Innovators Fund		382,290		1,075,524

During the tax year ended September 30, 2012, the Funds used capital loss carryforwards in the following amounts:


Fund	Amount Used
Core Growth Fund	$	45,997,138
Large Cap Value Fund		23,080,189
Long/Short Fund		3,699,489
Micro Cap Fund		28,091,429
Micro Cap Value Fund		298,445
Small Cap Value Fund		15,799,053
Strategic Income Fund		2,323,842
World Innovators Fund		8,422,188
Income Fund		568,391

The tax character of distributions paid during the year ended September 30, 2012 was as follows:


2012	Core Growth Fund		Emerging India Fund		Emerging Markets Small Cap Fund		Frontier Emerging Small Countries Fund		Global Opportunities Fund
Ordinary income	$	—	$	82,637	$	—	$	—	$	—
Capital gain		—		—		—		—		18,174,913

Total	$	—	$	82,637	$	—	$	—	$	18,174,913


2012	Heritage Growth Fund		International Growth Fund		International Opportunities Fund		Large Cap Value Fund		Long/Short Fund
Ordinary income	$	—	$	—	$	—	$	21,818,495	$	—
Capital gain		1,097,280		—		17,671,323		—		—

Total	$	1,097,280	$	—	$	17,671,323	$	21,818,495	$	—

121


WASATCH FUNDS — Notes to Financial Statements *(continued)*


2012	Micro Cap Fund		Micro Cap Value Fund		Small Cap Growth Fund		Small Cap Value Fund		Strategic Income Fund
Ordinary income	$	—	$	—	$	—	$	—	$	880,410
Capital gain		—		—		62,046,614		—		—

Total	$	—	$	—	$	62,046,614	$	—	$	880,410


2012	Ultra Growth Fund		World Innovators Fund		Income Fund		U.S. Treasury Fund
Ordinary income	$	—	$	—	$	2,775,995	$	5,618,367
Capital gain		7,674,675		—		—		9,334,135

Total	$	7,674,675	$	—	$	2,775,995	$	14,952,502

The tax character of distributions paid during the year ended September 30, 2011 was as follows:


2011	Core Growth Fund		Emerging India Fund		Emerging Markets Small Cap Fund		Global Opportunities Fund		Heritage Growth Fund		International Growth Fund
Ordinary income	$	—	$	—	$	86,408	$	1,872,935	$	653,414	$	—
Capital gain		—		—		—		7,528,532		5,614		—

Total	$	—	$	—	$	86,408	$	9,401,467	$	659,028	$	—


2011	International Opportunities Fund		Large Cap Value Fund		Long/Short Fund		Micro Cap Fund		Micro Cap Value Fund		Small Cap Growth Fund
Ordinary income	$	—	$	21,370,753	$	300,223	$	—	$	—	$	—
Capital gain		4,411,467		—		—		—		—		—

Total	$	4,411,467	$	21,370,753	$	300,223	$	—	$	—	$	—


2011	Small Cap Value Fund		Strategic Income Fund		Ultra Growth Fund		World Innovators Fund		Income Fund		U.S. Treasury Fund
Ordinary income	$	—	$	762,128	$	—	$	—	$	3,218,058	$	5,596,881
Capital gain		—		—		—		—		—		10,250,028

Total	$	—	$	762,128	$	—	$	—	$	3,218,058	$	15,846,909

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.

9. RELATED PARTY TRANSACTIONS

Investment Advisory Fees, Expense Limitations—As the Funds’ investment advisor, the Advisor receives a monthly fee calculated on average daily net assets. The Advisor has contractually agreed to waive its fees and/or reimburse certain Funds should a Fund’s operating expenses exceed a specified annual limitation through at least January 31, 2013. If operating expenses are less than the specified expense limit for the Fund, the Advisor shall be entitled to reimbursement of the fees waived or reduced to the extent that the operating expenses and the amounts reimbursed do not exceed such expense limit for the Fund, under the period of the agreement (currently the period for the 12 months commencing January 31, 2012). Such reimbursement shall be paid only while the expense limitation agreement is in effect and only if such amount paid, together with all other amounts reimbursed under this agreement in the fiscal year, does not cause the Fund to exceed the expense limitation. All amounts not recovered at the end of the period expire on January 31, 2013. On November 9, 2011, the Board of Trustees and the Advisor agreed to a reduction in the advisory fee for Investor Class shares of the Wasatch Small Cap Value Fund from 1.50% to 1.00% effective January 31, 2012. Additionally, the Advisor and the Funds executed an amended and restated expense limitation agreement, wherein the Advisor contractually agreed to an expense limitation of 1.50% on Investor Class shares of the Wasatch Small Cap Value Fund effective January 31, 2012, and continuing through at least January 31, 2013. Ordinary operating expenses exclude any interest, taxes, brokerage commissions, other investment-related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of the Fund’s business. The costs of the Proxy Statement related to the identification and

122


		*SEPTEMBER 30, 2012*

shareholder approval of Trustee Nominees were treated as extraordinary expenses in the 2010 fiscal year. The impact of these payments is reflected in the net expense ratios in the Financial Highlights. Investment advisory fees and fees waived, if any, for the year ended September 30, 2012 are disclosed in the Statements of Operations. Investment advisory fee and expense limitation annual rates are shown below.


Fund	Advisory Fee			Expense Limitation Investor Class			Expense Limitation Institutional Class			Contractual Expense Limitation/ Reimbursement Recoverable Expiration Date		Reimbursement Recoverable
Core Growth Fund		1.00	%		1.50	%		1.12	%		01/31/2013	$	23,959
Emerging India Fund		1.50	%		1.95	%		N/A			01/31/2013		91,889
Emerging Markets Small Cap Fund		1.75	%		1.95	%		N/A			01/31/2013		1,404,245
Frontier Emerging Small Countries Fund		1.75	%		2.25	%		N/A			01/31/2013		135,086
Global Opportunities Fund		1.50	%		1.95	%		N/A			01/31/2013		—
Heritage Growth Fund		0.70	%		0.95	%		N/A			01/31/2013		58,535
International Growth Fund		1.25	%		1.75	%		N/A			01/31/2013		—
International Opportunities Fund		1.95	%		2.25	%		N/A			01/31/2013		243,540
Large Cap Value Fund		0.90	%		1.10	%		0.98	%		01/31/2013		555,728
Long/Short Fund		1.10	%		—			N/A			N/A		N/A
Micro Cap Fund		1.95	%		2.25	%		N/A			01/31/2013		—
Micro Cap Value Fund		1.95	%		2.25	%		N/A			01/31/2013		34,847
Small Cap Growth Fund		1.00	%		1.50	%		N/A			01/31/2013		—
Small Cap Value Fund		1.00	%¹		1.50	%²		1.15	%		01/31/2013		23,053
Strategic Income Fund		0.70	%		0.95	%		N/A			01/31/2013		51,677
Ultra Growth Fund		1.00	%		1.50	%		N/A			01/31/2013		—
World Innovators Fund		1.50	%		1.95	%		N/A			01/31/2013		—
Income Fund		0.55	%		—			N/A			N/A		N/A
U.S. Treasury Fund		0.50	%		0.75	%		N/A			01/31/2013		—

¹The	advisory fee decreased from 1.50% to 1.00% on 1/31/2012.

²The	expense limitation was decreased from 1.95% to 1.50% on 1/31/2012.

Affiliated Trades — Certain Funds are permitted to purchase or sell securities from or to certain related affiliated funds under specified conditions outlined in procedures adopted by the Board of Trustees. The procedures have been designed to ensure that any purchase or sale of securities by the Funds from or to another fund (or funds) that are, or could be, considered an affiliate by virtue of having a common investment advisor (or affiliated investment advisors), common Trustees and/or common officers complies with Rule 17a-7 of the 1940 Act. Further, each transaction is effected at the current market price, as that term is defined under the procedures. During the year ended September 30, 2012, the Funds below engaged in purchases and sales of securities pursuant to Rule 17a-7 of the 1940 Act:


	Purchases		Sales
Global Opportunities Fund	$	—	$	1,496,592
International Growth Fund		1,046,793		1,786,358
International Opportunities Fund		2,485,615		—
Long/Short Fund		—		55,486,964
Micro Cap Value Fund		—		249,458

Affiliated Transaction — During the year ended September 30, 2012, the Large Cap Value Fund had an in-kind purchase of $4,255,413 from an affiliate.

Institutional Class Legal Fees — As disclosed in the annual report dated September 30, 2011, the Board approved a multi-class plan pursuant to which the Board has established and designated two classes for each series known as Institutional Class shares and Investor Class shares. The Advisor paid the legal costs associated with the establishment and designation of the new share classes.

Payments by Advisor — During the reporting period the Advisor discovered a trade allocation error involving several of the Wasatch Funds. In August 2012, the Advisor reimbursed the Global Opportunities Fund $1,167, the Micro Cap Fund $1,074, the Micro Cap Value Fund $1,282, the Small Cap Growth Fund $46,199, the Ultra Growth Fund $940 and the World Innovators Fund $437 as reimbursement for the error plus interest. The impact of these payments is reflected in the net expense ratios in the Financial Highlights.

123


WASATCH FUNDS — Notes to Financial Statements *(continued)*

10% Shareholders—As of September 30, 2012, the Funds had individual shareholder accounts and/or omnibus shareholder accounts (comprised of a group of individual shareholders), which individually amounted to more than 10% of the total shares outstanding of the fund as detailed below:


	Number of Accounts		% of Shares Outstanding
Core Growth Fund		2		50.47	%
Emerging India Fund		2		38.57	%
Emerging Markets Small Cap Fund		2		65.99	%
Frontier Emerging Small Countries Fund		3		69.08	%
Global Opportunities Fund		2		60.47	%
Heritage Growth Fund		2		49.29	%
International Growth Fund		2		50.62	%
International Opportunities Fund		2		62.16	%
Large Cap Value Fund		3		77.92	%
Long/Short Fund		2		66.50	%
Micro Cap Fund		2		30.48	%
Micro Cap Value Fund		2		51.67	%
Small Cap Growth Fund		2		48.14	%
Small Cap Value Fund		2		30.66	%
Strategic Income Fund		3		70.75	%
Ultra Growth Fund		2		48.29	%
World Innovators Fund		2		42.32	%
Income Fund		2		84.69	%
U.S. Treasury Fund		2		39.95	%

Affiliated Interests—As of September 30, 2012, Wasatch Advisors, Inc. and its affiliates, and the retirement plans of Wasatch Advisors, Inc. and its affiliates, held shares which may be redeemed at any time as detailed below:


	Number of Accounts*		% of Shares Outstanding
Core Growth Fund		17		0.55	%
Emerging India Fund		18		19.78	%
Emerging Markets Small Cap Fund		23		0.22	%
Frontier Emerging Small Countries Fund		21		12.44	%
Global Opportunities Fund		24		2.50	%
Heritage Growth Fund		10		3.35	%
International Growth Fund		12		0.54	%
International Opportunities Fund		21		3.27	%
Large Cap Value Fund		13		0.16	%
Long/Short Fund		11		0.17	%
Micro Cap Fund		13		0.65	%
Micro Cap Value Fund		13		1.80	%
Small Cap Growth Fund		20		1.41	%
Small Cap Value Fund		10		1.65	%
Strategic Income Fund		5		21.69	%
Ultra Growth Fund		8		1.08	%
World Innovators Fund		9		1.72	%
Income Fund		2		0.01	%
U.S. Treasury Fund		6		0.67	%

*	Multiple accounts with the same beneficial owner are treated as one account.

Payments by Former Service Provider—BISYS Fund Services, Inc. (“BISYS”) is a former service provider to the Large Cap Value Fund, Long/Short Fund, and Income Fund. In August 2010, these funds received a one-time payment from the BISYS Fair Fund (a fund established pursuant to a settlement between the SEC and BISYS that requires, among other things, a distribution of settlement monies from the Fair Fund to benefit affected mutual funds). The impact of these payments is reflected in the net expense ratios in the Financial Highlights.

124


		*SEPTEMBER 30, 2012*

10. TRANSACTIONS WITH AFFILIATES

If a Fund’s holding represents ownership of 5% or more of the voting securities of a company, the company is deemed to be an affiliate as defined by the 1940 Act. The following Funds conducted transactions during the year ended September 30, 2012 with an “affiliated company” as so defined:


	Share Activity								Dividends Credited to Income for the period ended 9/30/12		Gain (Loss) Realized on Sale of Shares for the period ended 9/30/12
	Balance 9/30/11		Purchases/ Additions		Sales/ Reductions		Balance 9/30/12		Dividends Credited to Income for the period ended 9/30/12
Long/Short Fund
Silicon Graphics International Corp.*		1,447,300		1,821,110		465,510		2,802,900	$	—	$	(2,809,326	)


Micro Cap Fund
Goldwater Bank, N.A.		154,000		—		—		154,000	$	—	$	—


Small Cap Growth Fund
Blue Nile, Inc.		462,294		192,609		—		654,903	$	—	$	—
Knight Transportation, Inc.		4,139,457		516,349		—		4,655,806		1,034,250		—
NeurogesX, Inc.		3,882,558		—		—		3,882,558		—		—
Power Integrations, Inc.**		1,731,197		—		472,048		1,259,149		304,936		(379,532	)

*	On December 22, 2011, a Schedule 13D was filed for Silicon Graphics International Corp. (“the Company”) on behalf of the Advisor and the Wasatch Long/Short Fund, including the portfolio managers Michael L. Shinnick and Ralph C. Shive (“Reporting Persons”).

**No	longer affiliated as of September 30, 2012.

11. RESTRICTED SECURITIES

The Funds may own investments that were purchased through private placement transactions or under Rule 144A of the Securities Act of 1933 (the “Securities Act”) and cannot be sold without prior registration under the Securities Act or may be limited due to certain restrictions. These securities are generally deemed to be illiquid and are valued at fair value as determined by a designated Pricing Committee, comprised of personnel of the Advisor, with oversight by the Board of Trustees and in accordance with Board-approved Pricing Policies and Procedures. If and when such securities are registered, the costs of registering such securities are paid by the issuer. At September 30, 2012, the Funds held the following restricted securities:


	Security Type	Acquisition Date	Acquisition Cost		Fair Value		Value as % of Net Assets
Global Opportunities Fund
Cardica, Inc.	Warrants	9/25/09	$	5,000	$	2,400		—



Micro Cap Fund
Cardica, Inc.	Warrants	9/25/09	$	40,312	$	19,350		0.01	%
Goldwater Bank, N.A.	Common Stock	2/28/07		1,540,000		13,860		—
NeurogesX, Inc.	Warrants	7/21/11		18,169		1,453		—

			$	1,598,481	$	34,663		0.01	%


Micro Cap Value Fund
Acetylon Pharmaceuticals, Inc., Series B	Preferred Stock	2/3/11 - 5/25/12	$	499,999	$	625,263		0.45	%
Cardica, Inc.	Warrants	9/25/09		13,813		6,630		0.01	%
Goldwater Bank, N.A.	Common Stock	2/28/07		419,000		3,771		—
Idaho Trust Bancorp	Common Stock	8/30/06		500,004		182,779		0.13	%
NeurogesX, Inc.	Warrants	7/21/11		6,250		500		—
NeurogesX, Inc.	Warrants	12/28/07		3,800		—		—

			$	1,442,866	$	818,943		0.59	%


Small Cap Growth Fund
Greenspring Global Partners II-B, L.P.	LP Interest	10/10/03 - 11/23/11	$	4,543,853	$	4,967,476		0.27	%
Greenspring Global Partners III-B, L.P.	LP Interest	3/16/06 - 10/28/11		1,335,000		1,658,434		0.09	%
Nanosys, Inc., Series D	Preferred Stock	11/8/05		2,000,000		776,271		0.05	%
Nanosys, Inc., Series E	Preferred Stock	8/13/10		184,939		184,939		0.01	%
NeurogesX, Inc.	Warrants	7/21/11		242,660		19,413		—
Zonare Medical Systems, Inc.	Common Stock	6/30/04		1,500,000		247		—

			$	9,806,452	$	7,606,780		0.42	%

125


WASATCH FUNDS — Notes to Financial Statements *(continued)*


	Security Type	Acquisition Date	Acquisition Cost		Fair Value		Value as % of Net Assets
Strategic Income Fund
Redcorp Ventures Ltd., 13.00%, 7/11/12	Corporate Bonds	7/5/07	$	155,655	$	4,073		0.01	%
Star Asia Financial Ltd.	Common Stock	2/22/07 - 3/19/10		305,812		266,786		0.60	%
Star Asia SPV, LLC	LLC Membership Interest	3/19/10		457,316		99,690		0.22	%

			$	918,783	$	370,549		0.83	%


Ultra Growth Fund
Cardica, Inc.	Warrants	9/25/09	$	20,625	$	9,900		0.01	%
Data Sciences International, Inc., Series B	Preferred Stock	1/20/06		475,001		807,502		0.56	%
Greenspring Global Partners II-B, L.P.	LP Interest	10/10/03 - 11/23/11		4,089,467		4,468,020		3.12	%
Greenspring Global Partners III-B, L.P.	LP Interest	3/16/06 - 10/28/11		1,335,000		1,658,433		1.16	%
Nanosys, Inc., Series D	Preferred Stock	11/8/05		500,001		194,068		0.14	%
Nanosys, Inc., Series E	Preferred Stock	8/13/10		46,235		46,235		0.03	%
NeurogesX, Inc.	Warrants	7/21/11		5,451		436		—
Ophthonix, Inc.	Common Stock	9/23/05		499,998		504		—
TherOx, Inc., Series I	Preferred Stock	7/7/05		1,000,000		14,634		0.01	%
Xtera Communications, Inc.	Common Stock	9/3/03		99,065		914		—
Zonare Medical Systems, Inc.	Common Stock	6/30/04		1,000,000		165		—

			$	9,070,843	$	7,200,811		5.03	%


World Innovators Fund
Cardica, Inc.	Warrants	9/25/09	$	8,938	$	4,290		—
Greenspring Global Partners II-B, L.P.	LP Interest	10/10/03 - 11/23/11		454,387		496,747		0.30	%
Xtera Communications, Inc.	Common Stock	9/3/03		7,076		65		—

			$	470,401	$	501,102		0.30	%

12. PURCHASE COMMITMENTS

In September 2003, the Small Cap Growth, Ultra Growth and World Innovators Funds entered into subscription agreements to acquire limited partnership interests in Greenspring Global Partners II-B, L.P. The remaining commitment amounts at September 30, 2012 were $400,000, $360,000 and $40,000, respectively.

In December 2005, the Small Cap Growth and Ultra Growth Funds entered into subscription agreements to acquire limited partnership interests in Greenspring Global Partners III-B, L.P. The remaining commitment amounts at September 30, 2012 were $165,000, per Fund.

Securities held by the Funds have been designated to meet these purchase commitments as indicated in the Schedules of Investments.

13. LINE OF CREDIT

The Equity Funds opened two lines of credit totaling $75,000,000, one of which is $25,000,000 uncommitted, and the other of which is $50,000,000 committed, with State Street Bank and Trust Company on June 4, 2007 (together, the “Line”). As of May 25, 2012, the Board approved use of the Line by all funds in the Trust. The Line is for temporary or emergency purposes such as to provide liquidity for shareholder redemptions. The Funds incur commitment fees on the undrawn portion of the committed part of the Line, and interest expense to the extent of amounts drawn (borrowed) under the entire Line. Interest is based on the higher of (a) the Federal Funds rate as in effect on the date of borrowing, plus a margin, or (b) the overnight London Interbank Offered Rate (LIBOR) as in effect on the date of borrowing, plus a margin. Commitment fees are pro-rated among the Funds based upon relative average net assets. Interest expense is charged directly to a fund based upon actual amounts borrowed by the Fund.

For the year ended September 30, 2012, the following Funds had borrowings:


	Average Daily Borrowings		Number of Days Outstanding		Interest Expense		Weighted Average Annualized Interest Rate			Balance at September 30, 2012
Emerging India Fund		237,979		22		167		1.15	%		—
Global Opportunities Fund		3,487,563		60		6,674		1.15	%		1,615,933
International Growth Fund		3,701,144		93		10,956		1.15	%		—
International Opportunities Fund		4,451,737		13		1,852		1.15	%		—
Micro Cap Value Fund		3,876,063		7		877		1.16	%		—
Small Cap Growth Fund		2,333,727		9		666		1.14	%		—
Ultra Growth Fund		864,899		88		2,423		1.15	%		—

126


		*SEPTEMBER 30, 2012*

14. PRINCIPAL RISKS

Market and Credit Risk—In the normal course of business the Funds trade financial instruments and enter into financial transactions where risk of potential loss exists due to changes in the market (market risk) or failure of the other party to a transaction to perform (credit risk). Similar to credit risk, the Funds may be exposed to counterparty risk, or the risk that an institution or other entity with which the Funds have unsettled or open transactions will default. The potential loss could exceed the value of the financial assets recorded in the financial statements. Financial assets, which potentially expose the Funds to credit risk, consist principally of cash due from counterparties and investments. The extent of the Funds’ exposure to credit and counterparty risks with respect to these financial assets approximates their carrying value as recorded in the Funds’ Statements of Assets and Liabilities.

Non-Diversification Risk—A non-diversified fund can invest a larger portion of its assets in the stocks of a limited number of companies than a diversified fund, which means it may have more exposure to the price movements of a single security or small group of securities than funds that diversify their investments among many companies.

Inflation Risk—Inflation risk is the possibility that inflation will reduce the purchasing power of a currency, and subsequently reduce the value of a security or asset, and may result in rising interest rates. Inflation is the overall upward price movement of goods and services in an economy that causes the value of a currency to decline.

Interest Rate Risk—Interest rate risk is the risk that fixed income securities will decline in value because of changes in interest rates. A rise in interest rates typically causes a fall in values. Interest rate risk should be modest for shorter-term securities, moderate for intermediate-term securities and high for longer-term securities. Generally, an increase in the average maturity of a fund will make it more sensitive to interest rate risk. The interest rate is the amount charged, expressed as a percentage of principal, by a lender to a borrower for the use of assets.

Foreign Currency Risk—If a fund invests directly in foreign currencies or in securities that trade in, and receive revenues in, foreign currencies, or in derivatives that provide exposure to foreign currencies, it will be subject to the risk that those currencies will decline in value relative to the U.S. dollar. This also includes the risk associated with higher transaction costs, delayed settlements, currency controls and adverse economic developments related to foreign investments.

Region Risk—The Funds invest in equity and fixed income securities of non-U.S. issuers. Although the Funds maintain diversified investment portfolios, political or economic developments within a particular country or region may have an adverse effect on the ability of domiciled issuers to meet their obligations. These risks are exaggerated for securities of issuers tied economically to emerging and frontier market countries. Additionally, political or economic developments may have an adverse effect on the liquidity and volatility of portfolio securities and currency holdings.

Shareholder Concentration Risk—A significant portion of the net assets of the International Opportunities Fund is owned by a group of shareholders advised by a common investment advisor. If this group of shareholders simultaneously redeems on the advice of their investment advisor, Fund expenses may increase and performance may be materially affected. However, the Advisor has contractually agreed to waive its fees and/or reimburse the International Opportunities Fund should its operating expenses exceed 2.25% through at least January 31, 2013.

15. SECURITIES VALUATION

Equity securities (common and preferred stock)—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 last quoted sales price taken from the primary market in which each security trades and, with respect to equity securities traded on NASDAQ, such securities are valued using the NASDAQ Official Closing Price (“NOCP”) or last sales price if no NOCP is available. If there are no sales on the primary exchange or market on a day, then the security shall be valued at the mean of the last bid and ask price on the primary exchange or market as provided by a Pricing Service. If the mean cannot be calculated or there is no trade activity on a day, then the security shall be valued at the previous trading day’s price as provided by a Pricing Service. In some instances, particularly on foreign exchanges, an official close or evaluated price may be used if the pricing service is unable to provide the last trade or most recent mean price. To the extent that these securities are actively traded and valuation adjustments are not applied, they are categorized in level 1 of the fair value hierarchy (see Note 16). Additionally, a fund’s investments are valued at fair value by the Pricing Committee if the Advisor determines that an event impacting the value of an investment occurred between the closing time of a security’s primary market or exchange (for example, a foreign exchange or market) and the time the fund’s share price is calculated. Significant events include, but are not limited to the following: significant fluctuations in domestic markets, foreign markets or foreign currencies; occurrences not directly tied to the securities markets such as natural disasters, armed conflicts or significant governmental actions; and major announcements affecting a single issuer or an entire market or market sector. In responding to a significant event, the Pricing Committee determines the fair value of affected securities by considering factors including, but not limited to: index options and futures traded subsequent to the close; American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) or other related receipts; currency spot or forward markets that trade after pricing of the foreign exchange; other derivative securities traded after the close such as Standard & Poor’s Depositary Receipts (“SPDRs”) and other exchange traded funds (“ETFs”); and alternative market quotes on the affected securities. When applicable, the Funds use a systematic fair valuation model provided by an independent third party to assist in adjusting the valuation of foreign securities. When a fund uses this fair value pricing method, the values assigned to the fund’s foreign securities may not be the quoted or published prices of the investments on their primary markets or exchanges and the securities are categorized in level 2 of the fair value hierarchy. These valuation procedures apply equally to long or short equity positions in a fund.

127


WASATCH FUNDS — Notes to Financial Statements *(continued)*

Corporate debt securities—Investments are valued at current market value by a commercial pricing service, or by using the last sale or bid price based on observable inputs. Observable inputs may include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications. Although most corporate bonds are categorized in level 2 of the fair value hierarchy, in instances where observable inputs are not available, they are categorized as level 3.

Short-term notes—Investments maturing in 60 days or less at the time of purchase, are generally valued at amortized cost, unless it is determined that the amortized cost method would not represent fair value, in which case the securities are marked-to-market. To the extent the inputs are observable and timely, the values would be categorized in level 2 of the fair value hierarchy.

Asset-backed securities—Investments are priced using the closing bid as supplied by a commercial pricing service based on observable inputs. Observable inputs may include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications, new issue data, monthly payment information and collateral performance. Although most asset-backed securities are categorized in level 2 of the fair value hierarchy, in instances where observable inputs are not available, they are categorized as level 3.

U.S. government issuers—Investments are priced using the closing bid as supplied by a commercial pricing service based on observable inputs. Observable inputs may include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications. Although most U.S. government bonds are categorized in level 2 of the fair value hierarchy, in instances where observable inputs are not available, they are categorized as level 3.

Derivative instruments—Listed derivatives that are actively traded are valued based on quoted prices from the exchange and are categorized in level 1 of the fair value hierarchy. Exchange-traded options are valued at the last sale price in the market where they are principally traded. If there are no sales on the primary exchange or market on a given day, then the option is valued at the most recent bid price on the primary exchange or market as provided by a pricing service.

Restricted securities—If market quotations are not readily available for the Funds’ investments in securities such as restricted securities, private placements, securities for which trading has been halted or other illiquid securities, these investments are valued at fair value in accordance with Board-approved Pricing Policies and Procedures by the Pricing Committee of the Advisor (“Pricing Committee”) with oversight by the Board of Trustees. Fair value is defined as the price that would be received upon the sale of an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date under current market conditions. For each applicable investment that is fair valued, the Pricing Committee considers, to the extent applicable, various factors including, but not limited to, the financial condition of the company or limited partnership, operating results, prices paid in follow-on rounds, comparable companies in the public market, the nature and duration of the restrictions for holding the securities, a stated net asset value (NAV) for the partnership, if applicable, and other relevant factors. Depending on the relative significance of valuation inputs, these instruments may be classified in either level 2 or level 3 of the fair value hierarchy.

As of September 30, 2012, the aggregate amount of fair valued securities, excluding any foreign securities fair valued pursuant to a systematic fair valuation model, as a percentage of net assets for the Funds was as follows:


	% of Net Assets
Core Growth Fund		—
Emerging India Fund		—
Emerging Markets Small Cap Fund		7.60	%
Frontier Emerging Small Countries Fund		2.29	%
Global Opportunities Fund		<0.01	%
Heritage Growth Fund		—
International Growth Fund		1.13	%
International Opportunities Fund		1.81	%
Large Cap Value Fund		—
Long/Short Fund		—
Micro Cap Fund		0.01	%
Micro Cap Value Fund		2.81	%
Small Cap Growth Fund		0.42	%
Small Cap Value Fund		—
Strategic Income Fund		0.23	%
Ultra Growth Fund		5.03	%
World Innovators Fund		0.30	%
Income Fund		—
U.S. Treasury Fund		—

128


		*SEPTEMBER 30, 2012*

16. FAIR VALUE MEASUREMENTS

The Funds use various methods to measure the fair value of most of their investments on a recurring basis. U.S. GAAP established a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:

Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.

Level 2—Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. The inputs may include quoted prices for the identical investment on an inactive market, prices for similar investments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3—Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether a security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in level 3.

The Funds’ policy is to recognize transfers between levels at the end of the reporting period.

The following is a summary of the fair valuations according to the inputs used as of September 30, 2012 in valuing the Funds’ assets and liabilities:


Fund	Category	Quoted Prices in Active Markets for Identical Investments (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Value at 9/30/12
Core Growth Fund
Assets
Common Stocks		$	545,246,490		$	—	$	—	$	545,246,490
Preferred Stocks			4,289,951			—		—		4,289,951
Short-Term Investments			—			41,733,232		—		41,733,232

		$	549,536,441		$	41,733,232	$	—	$	591,269,673

Liabilities
Equity Contracts		$	(112,700	)	$	—	$	—	$	(112,700	)

		$	(112,700	)	$	—	$	—	$	(112,700	)

Emerging India Fund
Assets
Common Stocks		$	13,268,854		$	—	$	—	$	13,268,854
Short-Term Investments			—			203,320		—		203,320

		$	13,268,854		$	203,320	$	—	$	13,472,174

Emerging Markets Small Cap Fund
Assets
Common Stocks
	Building Products	$	—		$	10,408,198	$	—	$	10,408,198
	Computer & Electronics Retail		—			16,587,446		—		16,587,446
	Diversified Banks		126,970,913			21,935,963		—		148,906,876
	Home Improvement Retail		11,997,019			23,785,222		—		35,782,241
	Hotels, Resort & Cruise Lines		—			15,541,228		—		15,541,228
	Hypermarkets & Super Centers		28,786,207			24,393,058		—		53,179,265
	Other		1,135,920,368			—		—		1,135,920,368
Preferred Stocks			31,723,258			—		—		31,723,258
Short-Term Investments			—			40,434,738		—		40,434,738

		$	1,335,397,765		$	153,085,853	$	—	$	1,488,483,618

129


WASATCH FUNDS — Notes to Financial Statements *(continued)*


Fund	Category	Quoted Prices in Active Markets for Identical Investments (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Value at 9/30/12
Frontier Emerging Small Countries Fund
Assets
Common Stocks
	Building Products	$	364,601		$	168,510	$	—	$	533,111
	Construction Materials		795,639			120,733		—		916,372
	Food Retail		1,021,910			169,394		—		1,191,304
	Household Products		1,542,079			76,218		—		1,618,297
	Restaurants		797,491			222,002		—		1,019,493
	Other		25,539,465			—		—		25,539,465
Short-Term Investments			—			1,416,788		—		1,416,788

		$	30,061,185		$	2,173,645	$	—	$	32,234,830

Global Opportunities Fund
Assets
Common Stocks		$	155,526,308		$	—	$	—	$	155,526,308
Warrants			9,200			—		2,400		11,600

		$	155,535,508		$	—	$	2,400	$	155,537,908

Heritage Growth Fund
Assets
Common Stocks		$	104,241,590		$	—	$	—	$	104,241,590
Short-Term Investments			—			7,801,469		—		7,801,469

		$	104,241,590		$	7,801,469	$	—	$	112,043,059

International Growth Fund
Assets
Common Stocks
	Hypermarkets & Super Centers	$	4,618,920		$	4,901,368	$	—	$	9,520,288
	Other		405,023,424			—		—		405,023,424
Short-Term Investments			—			17,951,553		—		17,951,553

		$	409,642,344		$	22,852,921	$	—	$	432,495,265

International Opportunities Fund
Assets
Common Stocks
	Building Products	$	—		$	1,762,814	$	—	$	1,762,814
	Construction Materials		—			1,761,998		—		1,761,998
	Other		185,264,593			—		—		185,264,593
Short-Term Investments			—			7,818,066		—		7,818,066

		$	185,264,593		$	11,342,878	$	—	$	196,607,471

Large Cap Value Fund
Assets
Common Stocks		$	1,270,266,260		$	—	$	—	$	1,270,266,260
Short-Term Investments			—			44,867,332		—		44,867,332

		$	1,270,266,260		$	44,867,332	$	—	$	1,315,133,592

Long/Short Fund
Assets
Common Stocks		$	1,169,531,109		$	—	$	—	$	1,169,531,109
Short-Term Investments			—			351,350,087		—		351,350,087

		$	1,169,531,109		$	351,350,087	$	—	$	1,520,881,196

Liabilities
Equity Contracts		$	(6,597,784	)	$	—	$	—	$	(6,597,784	)
Securities Sold Short			(159,534,764	)		—		—		(159,534,764	)

		$	(166,132,548	)	$	—	$	—	$	(166,132,548	)

130


		*SEPTEMBER 30, 2012*


Fund	Category	Quoted Prices in Active Markets for Identical Investments (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Value at 9/30/12
Micro Cap Fund
Assets
Common Stocks
	Specialized Finance	$	—		$	—		$	13,860	$	13,860
	Other		286,910,225			—			—		286,910,225
Preferred Stocks			2,337,309			—			—		2,337,309
Warrants			—			—			20,803		20,803
Short-Term Investments			—			4,460,102			—		4,460,102

		$	289,247,534		$	4,460,102		$	34,663	$	293,742,299

Micro Cap Value Fund
Assets
Common Stocks
	Construction Materials	$	1,593,300		$	1,913,580		$	—	$	3,506,880
	Diversified Banks		3,412,099			—			182,779		3,594,878
	Home Improvement Retail		1,621,760			1,152,534			—		2,774,294
	Specialized Finance		—			—			3,771		3,771
	Other		121,566,832			—			—		121,566,832
Preferred Stocks			—			—			625,263		625,263
Warrants			—			—			7,130		7,130
Short-Term Investments			—			3,610,143			—		3,610,143

		$	128,193,991		$	6,676,257		$	818,943	$	135,689,191

Liabilities
Equity Contracts		$	(165,575	)	$	—		$	—	$	(165,575	)
Foreign Currency Exchange Contracts			—			(15,841	)		—		(15,841	)

		$	(165,575	)	$	(15,841	)	$	—	$	(181,416	)

Small Cap Growth Fund
Assets
Common Stocks
	Health Care Equipment	$	25,253,101		$	—		$	247	$	25,253,348
	Other		1,608,620,477			—			—		1,608,620,477
Preferred Stocks			—			—			961,210		961,210
Limited Partnership Interest			—			—			6,625,910		6,625,910
Warrants			—			—			19,413		19,413
Short-Term Investments			—			140,939,232			—		140,939,232

		$	1,633,873,578		$	140,939,232		$	7,606,780	$	1,782,419,590

Small Cap Value Fund
Assets
Common Stocks		$	172,063,656		$	—		$	—	$	172,063,656
Short-Term Investments			—			2,386,104			—		2,386,104

		$	172,063,656		$	2,386,104		$	—	$	174,449,760

Liabilities
Equity Contracts		$	(31,500	)	$	—		$	—	$	(31,500	)

		$	(31,500	)	$	—		$	—	$	(31,500	)

Strategic Income Fund
Assets
Common Stocks
	Diversified REITs	$	—		$	266,786		$	—	$	266,786
	Other		34,473,417			—			—		34,473,417
Limited Liability Company Membership Interest			4,575,090			—			99,690		4,674,780
Corporate Bonds			—			—			4,073		4,073
Short-Term Investments			—			5,224,570			—		5,224,570

		$	39,048,507		$	5,491,356		$	103,763	$	44,643,626

131


WASATCH FUNDS — Notes to Financial Statements *(continued)*


Fund	Category	Quoted Prices in Active Markets for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Value at 9/30/12
Ultra Growth Fund
Assets
Common Stocks
	Health Care Equipment	$	8,344,289	$	—	$	165	$	8,344,454
	Internet Software & Services		9,610,227		—		914		9,611,141
	Personal Products		—		—		504		504
	Other		116,649,913		—		—		116,649,913
Preferred Stocks			—		—		1,062,439		1,062,439
Limited Partnership Interest			—		—		6,126,453		6,126,453
Warrants			—		—		10,336		10,336
Short-Term Investments			—		1,319,049		—		1,319,049

		$	134,604,429	$	1,319,049	$	7,200,811	$	143,124,289

World Innovators Fund
Assets
Common Stocks	Internet Software & Services	$	17,549,230	$	—	$	65	$	17,549,295
	Other		126,242,265		—		—		126,242,265
Preferred Stocks			2,948,957		—		—		2,948,957
Limited Partnership Interest			—		—		496,747		496,747
Warrants			—		—		4,290		4,290
Short-Term Investments			—		21,497,002		—		21,497,002

		$	146,740,452	$	21,497,002	$	501,102	$	168,738,556

Wasatch-1st Source Income Fund
Assets
Asset Backed Securities		$	—	$	4,331,729	$	—	$	4,331,729
Collateralized Mortgage Obligations			—		33,856,153		—		33,856,153
Corporate Bonds			—		53,273,615		—		53,273,615
Municipal Bonds			—		1,923,925		—		1,923,925
Mutual Funds			871,362		—		—		871,362
Exchange Traded Funds			730,620		—		—		730,620
U.S. Government Agency Securities			—		23,896,684		—		23,896,684
U.S. Treasury Inflation Protected Bonds			—		2,050,295		—		2,050,295
U.S. Treasury Notes			—		13,619,033		—		13,619,033
Preferred Stocks			1,134,083		—		—		1,134,083
Short-Term Investments			—		2,584,527		—		2,584,527

		$	2,736,065	$	135,535,961	$	—	$	138,272,026

U.S. Treasury Fund
Assets
U.S. Government Obligations		$	—	$	266,059,192	$	—	$	266,059,192
Short-Term Investments			—		4,640,675		—		4,640,675

		$	—	$	270,699,867	$	—	$	270,699,867

If the securities of an Asset Class are all the same level, the asset class is shown in total. If the securities of an Asset Class cross levels, the level with the smallest number of categories and with multiple levels within a category is displayed by category. The remaining categories that do not cross levels are combined into the Other category.

The valuation techniques used by the Funds to measure fair value for the year ended September 30, 2012 maximized the use of observable inputs and minimized the use of unobservable inputs.

132


		*SEPTEMBER 30, 2012*

The table below shows the significant transfers between level 1 and level 2 due to fair valuation in certain foreign markets.


Fund	Transfers out of Level 2 at Market Value		Transfers into Level 1 at Market Value
Core Growth Fund	$	29,598,520	$	29,598,520
Emerging India Fund		10,092,460		10,092,460
Emerging Markets Small Cap Fund		690,278,264		690,278,264
Global Opportunities Fund		43,125,508		43,125,508
Heritage Growth Fund		1,454,019		1,454,019
International Growth Fund		261,741,030		261,741,030
International Opportunities Fund		110,902,603		110,902,603
Micro Cap Fund		27,400,718		27,400,718
Micro Cap Value		9,705,991		9,705,991
Small Cap Growth Fund		176,566,126		176,566,126
Small Cap Value Fund		12,445,217		12,445,217
Ultra Growth Fund		10,911,897		10,911,897
World Innovators Fund		23,189,299		23,189,299

The following is a reconciliation of the fair valuations using significant unobservable inputs (level 3) for the Funds during the year ended September 30, 2012:


Fund	Market Value Beginning Balance 9/30/2011		Purchases at Cost		Sales (Proceeds)			Accrued Discounts (Premiums)			Realized Gain/ (Loss)			Change in Unrealized Appreciation (Depreciation)			Transfers in at Market Value		Transfers out at Market Value		Market Value Ending Balance 9/30/2012		Net Change in Unrealized Appreciation (Depreciation) on Investments Held at 9/30/2012
Global Opportunities Fund
Warrants	$	27,200	$	—	$	—		$	—		$	—		$	(24,800	)	$	—	$	—	$	2,400	$	(24,800	)

Micro Cap Fund
Common Stocks		55,440		—		—			—			—			(41,580	)		—		—		13,860		(41,580	)
Warrants		220,511		—		—			—			(19,380	)		(181,781	)		1,453		—		20,803		(199,950	)

		275,951		—		—			—			(19,380	)		(223,361	)		1,453		—		34,663		(223,361	)

Micro Cap Value Fund
Common Stocks		200,085		—		—			—			—			(13,535	)		—		—		186,550		(13,535	)
Preferred Stocks		249,997		250,002		—			—			—			125,264			—		—		625,263		125,264
Warrants		75,721		—		—			—			(9,302	)		(59,789	)		500		—		7,130		(68,510	)

		525,803		250,002		—			—			(9,302	)		51,940			500		—		818,943		51,940

Small Cap Growth Fund
Common Stocks		247		—		—			—			(406,537	)		406,537			—		—		247		—
Preferred Stocks		8,424,480		—		(7,254,247	)		—			—			(209,023	)		—		—		961,210		—
Limited Partnership Interest		6,271,172		160,000		—			—			—			194,738			—		—		6,625,910		194,738
Warrants		—		—		—			—			—			—			19,413		—		19,413		—

		14,695,899		160,000		(7,254,247	)		—			(406,537	)		392,252			19,413		—		7,606,780		601,275

Strategic Income Fund
Limited Liability Company Membership Interest		154,558		—		(52,550	)		—			—			(2,318	)		—		—		99,690		(2,318	)
Corporate Bonds		5,054		—		(2,886	)		(100	)		681			1,324			—		—		4,073		(812	)

		159,612		—		(55,436	)		(100	)		681			(994	)		—		—		103,763		(3,130	)

Ultra Growth Fund
Common Stocks		1,583		—		—			—			—			—			—		—		1,583		—
Preferred Stocks		1,255,122		—		—			—			—			(192,683	)		—		—		1,062,439		(192,683	)
Limited Partnership Interest		5,786,902		150,000		—			—			—			189,551			—		—		6,126,453		189,551
Warrants		112,200		—		—			—			—			(102,300	)		436		—		10,336		(102,300	)

		7,155,807		150,000		—			—			—			(105,432	)		436		—		7,200,811		(105,432	)

World Innovators Fund
Common Stocks		65		—		—			—			—			—			—		—		65		—
Limited Partnership Interest		484,252		10,000		—			—			—			2,495			—		—		496,747		2,495
Warrants		48,620		—		—			—			—			(44,330	)		—		—		4,290		(44,330	)

		532,937		10,000		—			—			—			(41,835	)		—		—		501,102		(41,835	)

Income Fund
U.S. Government Agency Securities	$	674,288	$	—	$	(41,920	)	$	(1,600	)	$	(1,397	)	$	33,676		$	—	$	663,047	$	—	$	33,676

133


WASATCH FUNDS — Notes to Financial Statements *(continued)*

17. FAIR VALUE OF DERIVATIVE INSTRUMENTS*

The following is a summary of the fair valuations of the Funds’ derivative instruments categorized by risk exposure:

WASATCH CORE GROWTH FUND

Fair Values of Derivative Instruments on the Statement of Assets and Liabilities as of September 30, 2012:


	Derivatives not accounted for as hedging instruments under Statement 133
	Interest Rate Contracts		Foreign Exchange Contracts		Credit Contracts		Equity Contracts		Other Contracts		Total
Liabilities Derivatives
Call options written at value	$	—	$	—	$	—	$	112,700	$	—	$	112,700

The Effect of Derivative Instruments on the Statement of Operations for the Year Ended September 30, 2012:


	Derivatives not accounted for as hedging instruments under Statement 133
	Interest Rate Contracts		Foreign Exchange Contracts		Credit Contracts		Equity Contracts			Other Contracts		Total
Realized Gain (Loss) on Derivatives Recognized in Income
Net realized gain on options	$	—	$	—	$	—	$	178,735		$	—	$	178,735

Net Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
Change in unrealized appreciation (depreciation) on investments, options and foreign currency translations	$	—	$	—	$	—	$	(38,216	)	$	—	$	(38,216	)

LONG/SHORT FUND

Fair Values of Derivative Instruments on the Statement of Assets and Liabilities as of September 30, 2012:


	Derivatives not accounted for as hedging instruments under Statement 133
	Interest Rate Contracts		Foreign Exchange Contracts		Credit Contracts		Equity Contracts		Other Contracts		Total
Liabilities Derivatives
Call options written at value	$	—	$	—	$	—	$	6,597,784	$	—	$	6,597,784

The Effect of Derivative Instruments on the Statement of Operations for the Year Ended September 30, 2012:


	Derivatives not accounted for as hedging instruments under Statement 133
	Interest Rate Contracts		Foreign Exchange Contracts		Credit Contracts		Equity Contracts			Other Contracts		Total
Realized Gain (Loss) on Derivatives Recognized in Income
Net realized gain on options	$	—	$	—	$	—	$	18,320,523		$	—	$	18,320,523

Net Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
Change in unrealized appreciation (depreciation) on investments, options and foreign currency translations	$	—	$	—	$	—	$	(2,170,388	)	$	—	$	(2,170,388	)

134


		*SEPTEMBER 30, 2012*

WASATCH MICRO CAP VALUE FUND

Fair Values of Derivative Instruments on the Statement of Assets and Liabilities as of September 30, 2012:


	Derivatives not accounted for as hedging instruments under Statement 133
	Interest Rate Contracts		Foreign Exchange Contracts		Credit Contracts		Equity Contracts		Other Contracts		Total
Liabilities Derivatives
Call options written at value	$	—	$	—	$	—	$	165,575	$	—	$	165,575
Unrealized depreciation on foreign currency exchange contracts		—		15,841		—		—		—		15,841

	$	—	$	15,841	$	—	$	165,575	$	—	$	181,416

The Effect of Derivative Instruments on the Statement of Operations for the Year Ended September 30, 2012:


	Derivatives not accounted for as hedging instruments under Statement 133
	Interest Rate Contracts		Foreign Exchange Contracts			Credit Contracts		Equity Contracts			Other Contracts		Total
Realized Gain (Loss) on Derivatives Recognized in Income
Net realized gain (loss) on investments and foreign currency translations	$	—	$	460,207		$	—	$	—		$	—	$	460,207
Net realized gain on options		—		—			—		1,221,805			—		1,221,805

	$	—	$	460,207		$	—	$	1,221,805		$	—	$	1,682,012

Net Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
Change in unrealized appreciation (depreciation) on investments, options and foreign currency translations	$	—	$	(254,511	)	$	—	$	(280,526	)	$	—	$	(535,037	)

WASATCH SMALL CAP VALUE FUND

Fair Values of Derivative Instruments on the Statement of Assets and Liabilities as of September 30, 2012:


	Derivatives not accounted for as hedging instruments under Statement 133
	Interest Rate Contracts		Foreign Exchange Contracts		Credit Contracts		Equity Contracts		Other Contracts		Total
Liabilities Derivatives
Call options written at value	$	—	$	—	$	—	$	31,500	$	—	$	31,500

The Effect of Derivative Instruments on the Statement of Operations for the Year Ended September 30, 2012:


	Derivatives not accounted for as hedging instruments under Statement 133
	Interest Rate Contracts		Foreign Exchange Contracts		Credit Contracts		Equity Contracts			Other Contracts		Total
Net Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
Change in unrealized appreciation (depreciation) on investments, options and foreign currency translations	$	—	$	—	$	—	$	(102,761	)	$	—	$	(102,761	)

135


WASATCH FUNDS — Notes to Financial Statements *(continued)*		*SEPTEMBER 30, 2012*

WASATCH WORLD INNOVATORS FUND

The Effect of Derivative Instruments on the Statement of Operations for the Year Ended September 30, 2012:


	Derivatives not accounted for as hedging instruments under Statement 133
	Interest Rate Contracts		Foreign Exchange Contracts		Credit Contracts		Equity Contracts			Other Contracts		Total
Realized Gain (Loss) on Derivatives Recognized in Income
Net realized gain (loss) on investments and foreign currency translations	$	—	$	—	$	—	$	(33,758	)	$	—	$	(33,758	)

Net Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
Change in unrealized appreciation (depreciation) on investments, options and foreign currency translations	$	—	$	—	$	—	$	24,057		$	—	$	24,057

*	See Note 4 — Financial Derivative Instruments for additional information.

For the year ended September 30, 2012, the average monthly balance of derivative financial instruments was as follows:


	Core Growth Fund		Long/Short Fund		Micro Cap Value Fund		Small Cap Value Fund		World Innovators Fund
Forward currency contracts:
Average number of contracts — U.S. dollars purchased		—		—		1		—		—
Average U.S. dollar amounts purchased	$	—	$	—	$	4,275,809	$	—	$	—
Option contracts:
Average number of put contracts purchased		—		—		—		—		75
Average number of call contracts purchased		—		—		—		—		13
Average number of call contracts written		171		24,086		924		89		—
Average value of put contracts purchased	$	—	$	—	$	—	$	—	$	283
Average value of call contracts purchased	$	—	$	—	$	—	$	—	$	12,557
Average value of call contracts written	$	16,475	$	5,867,310	$	243,035	$	10,938	$	—

18. SUBSEQUENT EVENTS

On October 2, 2012, the Funds filed a post-effective registration statement pursuant to Rule 485(a)(2) under the 1940 Act for the Institutional Class shares of the Wasatch Long/Short Fund.

The Frontier Emerging Small Countries Fund had substantial inflows in October 2012 resulting in a net asset value of approximately $128,000,000 as of month-end. A significant portion of the net assets of the Frontier Emerging Small Countries Fund is owned by a group of shareholders advised by a common investment advisor. If this group of shareholders simultaneously redeems on the advice of their investment advisor, Fund expenses may increase and performance may be materially affected. However, the Advisor has contractually agreed to waive its fees and/or reimburse the Frontier Emerging Small Countries Fund should its operating expenses exceed 2.25% through at least January 31, 2013.

136


WASATCH FUNDS — Report of Independent Registered Public Accounting Firm		*SEPTEMBER 30, 2012*

To the Board of Trustees

and Shareholders of

Wasatch Funds Trust:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of each of the funds constituting the Wasatch Funds Trust (hereafter referred to as the “Funds”) at September 30, 2012, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended (except for the Wasatch Frontier Emerging Small Countries Fund, which the results of operations and the changes in net assets are for the period January 31, 2012 (commencement of operations) through September 30, 2012, and the Wasatch Emerging India Fund, which the changes in net assets are for the period April 26, 2011 (commencement of operations) through September 30, 2012), and the financial highlights for each of the periods indicated (except for the Wasatch Large Cap Value Fund (formerly Wasatch-1st Source Income Equity Fund), Wasatch-1st Source Income Fund, and Wasatch Long/Short Fund (formerly Wasatch-1st Source Long/Short Fund), and the financial highlights for the Wasatch Large Cap Value Fund, Wasatch 1st-Source Income Fund, and Wasatch Long/Short Fund for the four years in the period then ended), in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. The financial statements of the Wasatch Large Cap Value Fund, Wasatch-1st Source Income Fund, and Wasatch Long/Short Fund as of September 30, 2008 and the financial highlights for the six months then ended were audited by other auditors, whose report dated November 26, 2008 expressed an unqualified opinion on those statements. The financial statements of the Wasatch Large Cap Value Fund, Wasatch-1st Source Income Fund, and Wasatch Long/Short Fund as of March 31, 2008 and the financial highlights the year then ended, were audited by other auditors whose report dated May 22, 2008 expressed an unqualified opinion on those statements.

PricewaterhouseCoopers LLP

Kansas City, Missouri

November 27, 2012

137


WASATCH FUNDS — Supplemental Information

MANAGEMENT OF THE COMPANY

Management Information. The business affairs of Wasatch Funds are overseen by its Board of Trustees. The Board consists of five Independent Trustees and one Interested Trustee. Four of the Independent Trustees and the Interested Trustee were elected by shareholders to serve until their successors are qualified, appointed or elected in accordance with the Trust’s Declaration of Trust and By-Laws. One Interested Trustee has been appointed by the elected Independent Trustees to serve until his successor is qualified, appointed or elected in accordance with the Trust’s Declaration of Trust and By-Laws.

The trustees and executive officers of Wasatch Funds and their principal occupations for at least the last five years are set forth below.


Name, Address and Age	Position(s) Held with Wasatch Funds	Term of Office¹ and Length of Time Served	Principal Occupation(s) during Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustees during Past 5 Years²
Independent Trustees

James U. Jensen, J.D., MBA 150 Social Hall Ave. 4th Floor Salt Lake City, UT 84111 Age 68	Trustee and Chairman of the Board	Indefinite Served as Chairman of the Board since 2004 and Trustee since 1986	Chief Executive Officer of Clearwater Law & Governance Group (an operating law firm board governance consulting company) April 2008 to present; Co-Founder and Chairman of the Board of Intelisum, Inc. (a company pursuing computer and measurement technology and products) 2001 - 2008; Consultant on corporate growth and technology transfer since 2004; Vice President, Corporate Development, Legal Affairs and General Counsel, and Secretary, NPS Pharmaceuticals, Inc. from 1991 to 2004.	20	Director and Board Chairman of Bayhill Capital Corporation (telephone communications) since December 2007.

William R. Swinyard, Ph.D. 150 Social Hall Ave. 4th Floor Salt Lake City, UT 84111 Age 72	Trustee and Chairman of the Audit Committee	Indefinite Served as Chairman of the Audit Committee since 2004 and Trustee since 1986	Retired Professor of Business Management and Holder of the Fred G. Meyer Chair of Marketing (Emeritus), Brigham Young University, from 1978 to 2007.	20	None

D. James Croft, Ph.D. 150 Social Hall Ave. 4th Floor Salt Lake City, UT 84111 Age 70	Trustee	Indefinite Served as Chairman of the Governance and Nominating Committee since November 2011 and Trustee since 2005	Consultant to the mortgage industry on issues of mortgage quality, identification of mortgage fraud, strategic planning and client development since 2004; Founder & Executive Director, Mortgage Asset Research Institute, from 1990 to 2004.	20	None

Miriam M. Allison³ 150 Social Hall Ave. 4th Floor Salt Lake City, UT 84111 Age 65	Trustee	Indefinite Served as Trustee since 2010	Rancher since 2004. From 2001 to 2005, Chairman of UMB Fund Services, Inc.	20	Director, Northwestern Mutual Series Fund, Inc. (28 portfolios) since 2006.

Heikki Rinne, Ph.D. 150 Social Hall Ave. 4th Floor Salt Lake City, Utah 84111 Age 60	Trustee	Indefinite Served as Trustee since October 2012	Chief Executive Officer of the Halton Group Ltd. (an indoor environmental control manufacturing and technology company) since 2002	20	Director, Touchfon International, through 2009; Director, Infostar Group, through 2009


Interested Trustee

Samuel S. Stewart, Jr., Ph.D. CFA⁴ 150 Social Hall Ave. 4th Floor Salt Lake City, UT 84111 Age 70	President and Trustee	Indefinite Served as President and Trustee since 1986	Chairman of the Board for the Advisor since 1975; Chief Investment Officer of the Advisor from 2004 to June 2009; Director of Research of the Advisor from 1975 to 2004; Chairman of the Board of Wasatch Funds from 1986 to 2004.	20	None

¹	A Trustee may serve until his/her death, resignation, removal or retirement. Each Independent Trustee shall retire as Trustee at the end of the calendar year in which he/she attains the age of 75 years.

138


		*SEPTEMBER 30, 2012 (UNAUDITED)*

Directorships are those held by a Trustee in any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to the requirements of Section 15(d) of the Securities Exchange Act or any company registered as an investment company under the 1940 Act.

³	Ms. Allison previously owned shares of UMB Financial Corp., the parent company of UMB Fund Services, Inc., the Funds’ transfer agent. Ms. Allison no longer owns such shares.

⁴	Dr. Stewart is an Interested Trustee because he serves as the Chairman of the Board of the Advisor.


Name, Address and Age	Position(s) Held with Wasatch Funds	Term of Office and Length of Time Served	Principal Occupation(s) during Past 5 Years
Officers

Daniel D. Thurber 150 Social Hall Ave. 4th Floor Salt Lake City, UT 84111 Age 43	Vice President	Indefinite Served as Vice President since February 2007	General Counsel, Chief Compliance Officer and Director of Compliance for the Advisor since 2006; Chief Compliance Officer and Secretary for Wasatch Funds from May 2006 to February 2007.

Russell L. Biles 150 Social Hall Ave. 4th Floor Salt Lake City, UT 84111 Age 44	Chief Compliance Officer, Vice President and Secretary	Indefinite Served as Chief Compliance Officer and Vice President since February 2007 and Secretary since November 2008	Chief Compliance Officer and Vice President for Wasatch Funds since February 2007; Secretary for Wasatch Funds since November 2008; Counsel for the Advisor since October 2006; Senior Compliance Administrator for the Advisor from October 2005 to October 2006.

Cindy B. Firestone CPA 150 Social Hall Ave. 4th Floor Salt Lake City, UT 84111 Age 54	Treasurer	Indefinite Served as Treasurer since May 2009	Treasurer for Wasatch Funds since May 2009; Assistant Treasurer for Wasatch Funds from November 2008 to May 2009; Internal Auditor for the Advisor from December 2002 to August 2011.

Additional information about the Funds’ trustees is provided in the Statement of Additional Information and is available without charge, upon request, by calling 800.551.1700.

ADDITIONAL TAX INFORMATION:

The Funds hereby designate the following amounts or maximum amounts allowable as long term capital gain dividends for the purpose of the dividends paid deduction. The amounts designated here include the utilization of earnings and profits distributed to shareholders on the redemption of shares.


	Amount
Global Opportunities Fund	$	22,775,242
Heritage Growth Fund		1,097,280
International Opportunities Fund		17,671,323
Small Cap Growth Fund		62,046,614
Ultra Growth Fund		7,674,675
U.S. Treasury Fund		9,334,135

For the fiscal year ended September 30, 2012, certain dividends paid by each Fund may be subject to a maximum

tax rate of 15% as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. To the extent dividends are paid during the calendar year 2012, complete information will be reported on shareholders’ 2012 Form 1099-DIV.

The amount designated as qualified dividend income for the year ended September 30, 2012 will be at the highest amount permitted by law.

Corporate shareholders should note for the year ended September 30, 2012, the percentage of the Funds’ investment income (i.e., net investment income plus short-term capital gains) that qualified for the corporate dividends received deductions are as follows:


	Percentage
Large Cap Value Fund		100	%
Strategic Income Fund		45	%
Income Fund		3	%

139


WASATCH FUNDS — Supplemental Information *(continued)*		*SEPTEMBER 30, 2012 (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’ website at www.wasatchfunds.com or by calling 800.551.1700 and on the Securities and Exchange Commission’s (SEC) website at www.sec.gov.

Wasatch Funds’ proxy voting record is available on the Funds’ website at www.wasatchfunds.com and the SEC’s website at www.sec.gov no later than August 31 for the prior 12 months ending June 30.

QUARTERLY PORTFOLIO HOLDINGS 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 website 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).


SERVICE PROVIDERS

INVESTMENT ADVISOR

Wasatch Advisors, Inc.

150 Social Hall Avenue, 4th Floor

Salt Lake City, UT 84111

SUB-ADVISOR FOR THE WASATCH-1ST SOURCE INCOME FUND

1st Source Corporation Investment Advisors, Inc.

100 North Michigan Street

South Bend, IN 46601

SUB-ADVISOR FOR THE U.S. TREASURY FUND

Hoisington Investment Management Co.

6836 Bee Caves Rd.

Building 2, Suite 100

Austin, TX 78746

ADMINISTRATOR AND FUND ACCOUNTANT

State Street Bank and Trust Company

801 Pennsylvania Avenue

Kansas City, MO 64105

DISTRIBUTOR

ALPS Distributors, Inc.

1290 Broadway, Suite 1100

Denver, CO 80203

TRANSFER AGENT

UMB Fund Services, Inc.

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 AND INDEPENDENT TRUSTEES

Chapman and Cutler, LLP

111 West Monroe Street

Chicago, IL 60603

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP

1100 Walnut, Suite 1300

Kansas City, MO 64106

140


WASATCH FUNDS — Guide to Understanding Financial Statements		*SEPTEMBER 30, 2012 (UNAUDITED)*

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. Additionally, the Funds’ schedules of investments for the first and third quarters of each fiscal year are available to shareholders as described on page 140. 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-1st Source Income Fund invests primarily in fixed income securities. The 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 “Additional Information about the Funds.”

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 (payable to Advisor) and other payables. 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 Issued and Outstanding. 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 142.

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 trustees’ fees and other expenses. 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 the 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

141


WASATCH FUNDS — Guide to Understanding Financial Statements (continued)		*SEPTEMBER 30, 2012 (UNAUDITED)*

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 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 appreciation or depreciation in the value of investments a Fund continues to hold.

Dividends are distributed by Wasatch Funds to sharehold-ers 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 distribu- tions. 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 141. 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 investments 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 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 date of the distribution. A FUND’S TOTAL RETURN CANNOT BE COMPUTED DIRECTLY FROM THE FINANCIAL HIGHLIGHTS.

Ratios to Average Net Assets and Supplemental Data 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 of expenses to average net assets 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 of net investment income (loss) to average net assets 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

142

LOGO

Annual Report

www.WasatchFunds.com

800.551.1700

Wasatch funds

Item 2: Code of Ethics.

(a)	Wasatch Funds Trust (the “Registrant”) has adopted a Code of Ethics that applies to the Registrant’s principal executive officer and principal financial officer.

(b)	No disclosures are required by this Item 2(b).

(c)	There have been no amendments to the Registrant’s Code of Ethics during the reporting period for this Form N-CSR.

(d)	There have been no waivers granted by the Registrant to individuals covered by the Registrant’s Code of Ethics during the reporting period for this Form N-CSR.

(e)	Not applicable.

(f)	A copy of the Registrant’s Code of Ethics is attached as an exhibit to this Form N-CSR.

Item 3: Audit Committee Financial Expert.

(a)

(1)

The Board of Trustees of the Registrant has determined that the Registrant has at least one member serving on the Registrant’s Audit Committee that possesses the attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as “audit committee financial expert.”

(2)

The name of the audit committee financial expert is Miriam M. Allison. Ms. Allison is deemed to be “independent” as that term is defined in Item 3(a)(2) of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees - The aggregate fees billed for professional services rendered by the independent registered public accounting firm for the audit of the Registrant’s annual financial statements or services normally provided in connection with statutory and regulatory filings or engagements for the last two fiscal years ended September 30, 2012 and September 30, 2011 were $328,600 and $330,435, respectively.

(b) Audit Related Fees – During the fiscal years ended September 30, 2012 and September 30, 2011, the Registrant was not billed any fees by the independent registered public accounting firm for assurance and related services rendered by the independent registered public accounting firm to the Registrant that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item 4.

During the fiscal years ended September 30, 2012 and 2011, no fees for assurance and related services that relate directly to the operations and financial reporting of the Registrant were billed by the independent registered public accounting firm to the Registrant’s investment adviser or any other entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant.

(c) Tax Fees - The aggregate fees billed for professional services rendered by the independent registered public accounting firm to the Registrant for tax compliance, tax advice, tax planning and tax return preparation for the last two fiscal years ended September 30, 2012 and September 30, 2011 were $84,550 and $80,265, respectively. These services consisted of the independent registered public accounting firm reviewing the Registrant’s excise tax returns, distribution requirements and RIC tax returns, as well as consultations regarding the tax consequences of specific investments.

During the fiscal years ended September 30, 2012 and 2011, no fees for tax compliance, tax advice or tax planning services that relate directly to the operations and financial reporting of the Registrant were billed by the independent registered public accounting firm to the Registrant’s investment adviser or any other entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant.

(d) All Other Fees –During the fiscal years ended September 30, 2012 and 2011, there were no fees billed for products and services provided by the independent registered public accounting firm to the Registrant, other than the services reported in paragraph (a) – (c) of this Item 4.

During the fiscal years ended September 30, 2012 and 2011, no fees for other services that relate directly to the operations and financial reporting of the Registrant were billed by the independent registered public accounting firm to the Registrant’s investment adviser or any other entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant.

(e)	Pre-Approval Policies and Procedures

(1) Pursuant to the registrant’s Audit Committee Charter, the Audit Committee shall evaluate the independence of the independent public accountants, including evaluating whether the independent public accountants provide audit services or consulting services to the Registrant or consulting services to the investment adviser, and to receive the specific representations of the independent registered public accounting firm as to their independence. Specifically, the Audit Committee will be responsible for evaluating the provision of non-audit services to the Registrant as required by Section 201 of the Sarbanes-Oxley Act, any pre-approval requests submitted by the independent registered public accounting firm as required by Section 202 of the Sarbanes-Oxley Act or as otherwise required under Section 2-01 of Regulation S-X, and shall monitor the conflict of interest requirements in Section 206 of the Sarbanes-Oxley Act, and the prohibitions on improper influence on the conduct of audits in Section 303 of the Sarbanes-Oxley Act. The Audit Committee shall pre-approve any engagement of the independent registered public accounting firm to provide any services (other than prohibited non-audit services) including the fees and other compensation to be paid to the independent registered public accounting firm.

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

(2) There were no pre-approval requirements waived for the services provided to the Registrant described in paragraphs (b)-(d) of Item 4 by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (the “De Minimis Rule”). There were no fees billed for services provided to the investment adviser described in paragraphs (b)-(d) of Item 4 that were required to be pre-approved by the Audit Committee as described in paragraph (e)(1) of Item 4.

(f)	No disclosures are required by this Item 4(f).

(g) The independent registered public accounting firm did not bill the Registrant or the Registrant’s investment adviser for any other ongoing non-audit services for the fiscal years ended September 30, 2012 and 2011 for the Registrant.

(h)	No disclosures are required by this Item 4(h).

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Schedule of Investments.

(a)	Schedule of Investments is included as a part of the report to shareholders filed under Item 1 of this Form N-CSR.

(b)	Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

Shareholders may submit for the Governance and Nominating Committee’s (the “Committee”) consideration, recommendations regarding potential Trustee nominees. Any shareholder submissions must conform to the policies and procedures governing such nominations as established by the Committee and published on the Investor Education tab of the Registrant’s website www.wasatchfunds.com.

Item 11. Controls and Procedures.

(a)

The Registrant’s principal executive and principal financial officers have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective, as of a date within 90 days of the filing date of this Form N-CSR based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934).

(b)

There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the Registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)

(1)

Code of Ethics is attached hereto.

(2)

The certifications required by Rule 30a-2(a) of the 1940 Act are attached hereto.

(3)

Not applicable.

(b) The certifications required by Rule 30a-2(b) of the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


WASATCH FUNDS TRUST

By:		/s/ Samuel S. Stewart, Jr.
		Samuel S. Stewart, Jr.
		President (principal executive officer) of Wasatch Funds Trust

Date:		December 6, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



By:		/s/ Samuel S. Stewart, Jr.
		Samuel S. Stewart, Jr.
		President (principal executive officer) of Wasatch Funds Trust

Date:		December 6, 2012

By:		/s/ Cindy B. Firestone
		Cindy B. Firestone
		Treasurer (principal financial officer) of Wasatch Funds Trust

Date:		December 6, 2012