<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Wasatch Funds, Inc.
------------------------------------------------
(Name of Registrant as Specified in its Charter)
[Insert Name]
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
[X] No fee required.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction :
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(5) Total fee paid:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
WASATCH FUNDS, INC.
68 South Main Street, Suite 400
Salt Lake City, Utah 84101
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 31, 1997
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of the
Aggressive Equity Fund, Growth Fund, Wasatch-Hoisington U.S. Treasury Fund,
Mid-Cap Fund and Micro-Cap Fund (the "Funds") series of Wasatch Funds, Inc.
(the "Company"), will be held at 1:30 p.m., Mountain Time, on Friday,
January 31, 1997, at 68 South Main Street, Suite 400, Salt Lake City, Utah.
The purposes of the meeting are as follows:
1. To elect a Board of Directors of the Company.
2. To ratify or reject the selection of Arthur Andersen LLP as
independent public accountants for the Company for the fiscal year
ending September 30, 1997.
3. To transact such other business as may properly come before the
meeting.
Shareholders of record on December 13, 1996, are the only persons entitled
to notice of and to vote at the meeting.
Your attention is directed to the attached Proxy Statement. WHETHER OR
NOT YOU EXPECT TO BE PRESENT AT THE UPCOMING MEETING, PLEASE FILL IN, SIGN,
DATE, AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO SAVE
THE COMPANY FURTHER SOLICITATION EXPENSE. No postage is necessary if mailed
in the United States.
Samuel S. Stewart, Jr., President
Dated: December 23, 1996
<PAGE>
PROXY STATEMENT
WASATCH FUNDS, INC.
68 South Main Street, Suite 400
Salt Lake City, Utah 84101
ANNUAL MEETING OF SHAREHOLDERS--JANUARY 31, 1997
The enclosed proxy is solicited by the Board of Directors of Wasatch
Funds, Inc. (the "Company") in connection with the annual meeting of
shareholders of the Company to be held January 31, 1997, and any
adjournments thereof. The shares of capital stock of the Company are issued
in five series designated Aggressive Equity Fund, Growth Fund,
Wasatch-Hoisington U.S. Treasury Fund, Mid-Cap Fund and Micro-Cap Fund
(individually a "Fund" and collectively the "Funds"). The costs of
solicitation, including the cost of preparing and mailing the Notice of
Meeting and this Proxy Statement, will be allocated among the Funds, and it
is estimated that the amount to be spent for this proxy solicitation will be
approximately $100,000. It is expected that such mailing will take place on
or about December 27, 1996. Representatives of Wasatch Advisors, Inc. (the
"Adviser"), the investment adviser and manager of the Company, may, without
cost to the Company, solicit proxies on behalf of the management of the
Company by means of mail, telephone or personal calls. The address of the
Adviser is that of the Company as provided above.
A proxy may be revoked before the meeting by giving written notice of
revocation in person or by mail to the Company or at the meeting prior to
voting. In instances where choices are specified by the shareholders in the
proxy, those proxies will be voted or the vote will be withheld in
accordance with the shareholder's choice. Unless revoked, properly executed
proxies in which choices are not specified by the shareholders will be voted
"for" each item for which no choice is specified, in accordance with the
recommendation of the Board of Directors. Abstentions may be specified on
all proposals other than the election of directors and will be counted as
present for purposes of determining whether a quorum of shares is present at
the meeting with respect to the item on which the abstention is noted, but
will not be counted as a vote "for" or "against" such item. Under the Rules
of the New York Stock Exchange, each of the proposals being considered at
the meeting is considered a "discretionary" proposal, which means that
brokers who hold Fund shares in street name for customers are authorized to
vote on such proposal on behalf of their customers with or without specific
voting instructions from such customers. So far as the Board of Directors
is aware, no matters other than those described in this Proxy Statement will
be acted upon at the meeting. Should any other matters properly come before
the meeting calling for a vote of shareholders, it is the intention of the
persons named as proxies in the enclosed proxy to vote upon such matters
according to their best judgment.
Only shareholders of record on December 13, 1996 may vote at the
meeting or any adjournments thereof. As of that date, there were issued and
outstanding the following number of common shares, $.001 par value, for each
of the Funds: Aggressive Equity Fund -- 8,918,129 shares; Growth Fund --
4,904,138 shares; Wasatch-Hoisington U.S. Treasury Fund -- 819,449 shares;
Mid-Cap Fund --5,504,210 shares; and Micro-Cap Fund -- 25,918,544 shares.
Common shares represent the only class of securities of the Company. Each
Fund's shareholders are issued a separate series of
-1-
<PAGE>
such common stock. Each shareholder is entitled to one vote for each share
held. None of the matters to be presented at the meeting will entitle any
shareholder to appraisal rights.
To the knowledge of Company management, no persons were the beneficial
owners of more than 5% of the outstanding shares of any of the Funds as of
October 31, 1996, except as follows: Wasatch-Hoisington U.S. Treasury Fund
- --Firstar Trust Co., Custodian for Ray R. Christensen IRA Rollover, 175 S.
West Temple, #510, Salt Lake City, UT 84101, 71,880 shares (9%) and Robert
Freed Family Trust, 5555 Pioneer Fork Road, Salt Lake City, UT 84180, 49,214
shares (6%).
In the event that sufficient votes are not received for the adoption of
either proposal, an adjournment or adjournments of the meeting may be
sought. Any adjournment would require a vote in favor of the adjournment by
the holders of a majority of the shares present at the meeting (or any
adjournment thereof) in person or by proxy. The persons named as proxies
will vote all shares represented by proxies which they are required to vote
in favor of the proposals, in favor of an adjournment and will vote all
shares which they are required to vote against the proposals, against the
adjournment.
A COPY OF THE COMPANY'S MOST RECENT ANNUAL REPORT IS AVAILABLE TO
SHAREHOLDERS UPON REQUEST. IF YOU WOULD LIKE TO RECEIVE A COPY, PLEASE
CONTACT THE FUNDS AT P.O. BOX 2172, MILWAUKEE, WISCONSIN 53201-9617, OR CALL
800-551-1700, AND ONE WILL BE SENT, WITHOUT CHARGE, BY FIRST-CLASS MAIL
WITHIN THREE BUSINESS DAYS OF YOUR REQUEST.
PROPOSAL ONE
ELECTION OF DIRECTORS
It is intended that the enclosed proxy will be voted for the election
of the five persons named below as Directors of the Company unless such
authority has been withheld in the proxy. The term of office of each person
elected will be until the next annual meeting of shareholders or until his
or her successor is duly elected and qualified. Pertinent information
regarding each nominee for the past five years is set forth following his
name below. Each nominee has served as a Director of the Company since 1986.
PRINCIPAL OCCUPATION AND BUSINESS
NAME AGE EXPERIENCE DURING PAST 5 YEARS
- ---- --- -------------------------------------------------
Samuel S. Stewart, Jr.* 54 President and Chairman of the Board of the
Company; President, Chairman of the Board and
Director of Research for the Adviser since 1975;
Professor of Finance at the University of Utah
since 1975.
Roy S. Jespersen* 53 Vice President and Director of the Company; Vice
President and Portfolio Manager for the Adviser
since 1983.
Jeffrey S. Cardon* 39 Vice President and Director of the Company; Vice
President and Director of the Adviser since 1985;
Security Analyst for the Adviser since 1980.
-2-
<PAGE>
PRINCIPAL OCCUPATION AND BUSINESS
NAME AGE EXPERIENCE DURING PAST 5 YEARS
- ---- --- -------------------------------------------------
James U. Jensen 52 Director of the Company; Vice President of
Corporate Development and Legal Affairs, NPS
Pharmaceuticals, Inc. since 1991.
William R. Swinyard 56 Director of the Company; Professor of Business
Management, Brigham Young University since 1985;
Vice President for Struman and Associates, Inc.,
a management consulting firm, since 1983.
- --------------------------
*Denotes Directors who are "interested persons" of
the Company, as defined by the Investment Company Act of 1940, as amended
(the "1940 Act"). Mr. Stewart, Mr. Jespersen and Mr. Cardon are each deemed
an interested person of the Company because of their positions with the
Adviser.
Except as indicated above, the Directors of the Company are not
directors of any other "reporting companies." As of October 31, 1996, the
officers and Directors of the Company as a group beneficially owned less
than 1% of the outstanding shares of each Fund except Wasatch-Hoisington
U.S. Treasury Fund (includes shares owned beneficially directly and
indirectly, including shares, if any, owned by members of their families).
Mr. Stewart, whose address is that of the Company, owned 26,640 of the
outstanding shares (3%) of Wasatch-Hoisington U.S. Treasury Fund as of such
date, and no other officers or Directors owned any such shares. None of the
Company's officers or Directors has a family relationship with any other
officer or Director.
For the fiscal year ended September 30, 1996, there were four meetings
of the Board of Directors. All Directors, except Mr. Jespersen and Mr.
Stewart, attended at least 75% of all meetings of the Board of Directors.
Mr. Jespersen and Mr. Stewart each attended two of the four meetings. The
Company does not have standing audit, nominating or compensation committees.
No compensation is paid by the Company to any Director who is an
officer or employee of the Adviser. Each Director not affiliated with the
Adviser was paid an annual retainer of $4,400 plus $400 per meeting
attended. The following table sets forth the compensation received from
each Fund as well as the total compensation received from the Company by Mr.
Jensen and Mr. Swinyard, who are not affiliated with the Adviser, during the
fiscal year ended September 30, 1996.
<TABLE>
<CAPTION>
WASATCH- AGGREGATE
HOISINGTON COMPENSATION
AGGRESSIVE GROWTH MID-CAP MICRO-CAP U.S. TREASURY FROM THE
DIRECTOR EQUITY FUND FUND FUND FUND FUND COMPANY
- -------- ----------- ------ -------- --------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Mr. Jensen $3,094 $760 $1,527 $ 563 $ 56 $6,000
Mr. Swinyard $3,094 $760 $1,527 $ 563 $ 56 $6,000
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF THE COMPANY
VOTE IN FAVOR OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS OF THE
COMPANY. A plurality of the shares of the Company represented at the
meeting, provided at least a quorum (25% of the outstanding shares) is
represented in person or by proxy, is sufficient for the election of the
above nominees to the Board of
- 3-
<PAGE>
Directors. Unless otherwise instructed, the proxies will vote
for the above five nominees. In the event any of the above nominees are not
candidates for election at the meeting, the proxies will vote for such other
persons as the Board of Directors may designate. Nothing currently indicates
that such a situation will arise.
PROPOSAL TWO
RATIFICATION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The 1940 Act provides that every registered investment company shall be
audited at least once each year by independent public accountants selected by
a majority of the directors of the investment company who are not interested
persons of the investment company or its investment adviser. The 1940 Act
requires that the selection be submitted for ratification or rejection by the
shareholders at their next annual meeting following the selection.
The Directors, including a majority who are not interested persons of
the Adviser or the Company, have selected Arthur Andersen LLP to be the
Company's independent public accountants for the fiscal year ending September
30, 1997. Arthur Andersen LLP has no direct or material indirect financial
interest in the Company or in the Adviser, other than receipt of fees for
services to the Company. Arthur Andersen LLP has been the independent public
accountants for the Company since January 1993. Representatives of Arthur
Andersen LLP are not expected to be present at the meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS OF THE COMPANY
VOTE IN FAVOR OF THE RATIFICATION OF THE SELECTION OF ARTHUR ANDERSEN LLP AS
THE INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY. If a quorum (25% of the
outstanding shares) is represented in person or by proxy, the ratification of
the selection of the independent public accountants will be approved if the
votes cast favoring the action exceed the votes cast opposing the action.
Unless otherwise instructed, the proxies will vote for the ratification of
the selection of Arthur Andersen LLP as the Company's independent public
accountants.
EXECUTIVE OFFICERS OF THE COMPANY
Certain information about the executive officers of the Company is set
forth below. Unless otherwise indicated, all positions have been held more
than five years.
POSITION AND TERM OF OFFICE WITH THE COMPANY AND
NAME AGE BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS
- ---- --- ------------------------------------------------
Samuel S. Stewart, Jr. 54 President and Chairman of the Board of the
Company; see additional information in Proposal
One.
Roy S. Jespersen 53 Vice President and Director of the Company; see
additional information in Proposal One.
-4-
<PAGE>
POSITION AND TERM OF OFFICE WITH THE COMPANY AND
NAME AGE BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS
- ---- --- ------------------------------------------------
Jeffrey S. Cardon 39 Vice President and Director of the Company; see
additional information in Proposal One.
Venice Edwards 46 Secretary and Treasurer of the Company since
1996; Compliance Officer for the Adviser since
1995; Prior to 1995, Portfolio Manager for the
Adviser.
SHAREHOLDER PROPOSALS
No proposals were received from shareholders this year. Any proposal
by a shareholder to be considered for presentation at the next Annual Meeting
must be received at the Company's offices, 68 South Main Street, Suite 400,
Salt Lake City, Utah 84101, no later than August 25, 1997.
Samuel S. Stewart, Jr., President
Dated: December 23, 1996
-5-
<PAGE>
WASATCH FUNDS, INC.
GROWTH FUND
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT
The undersigned appoints Samuel S. Stewart, Jr. and Venice Edwards, and
each of them, with power to act without the other and with the right of
substitution in each, the proxies of the undersigned to vote all shares of
the Growth Fund, a series of Wasatch Funds, Inc. (the "Company") held by the
undersigned at the annual meeting of shareholders of the Company to be held
on January 31, 1997, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given
with respect to the meeting are revoked.
THE PROXIES ARE INSTRUCTED:
1. To vote:
______FOR all nominees listed below (except as marked to the contrary
below)
______WITHHOLD AUTHORITY to vote for all nominees listed below
NOMINEES: Samuel S. Stewart, Jr., Roy S. Jespersen, Jeffrey S. Cardon,
James U. Jensen and William R. Swinyard (Instruction: To withhold
authority to vote for any individual nominee, write that nominee's name on
the space provided below.)
--------------------------------------------------------------------------
2. To vote FOR_________AGAINST__________ABSTAIN__________the ratification of
the selection of Arthur Andersen LLP as independent public accountants
for the Company.
In their discretion, the proxies hereunder are authorized to vote on any
other matters that come before the meeting.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS
UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR"
ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE
BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT
IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN
THE ADDRESSED ENVELOPE. NO POSTAGE IS REQUIRED. PLEASE MAIL PROMPTLY TO
SAVE THE FUND FURTHER SOLICITATION EXPENSE.
Dated:____________________________
__________________________________
__________________________________
IMPORTANT: Please date and sign
this proxy. If the stock is held
jointly, signature should include
both names. Executors,
administrators, trustees,
guardians, and others signing in a
representative capacity should give
their full title as such.
/ / If you plan to attend the Annual Meeting, please check this box.
<PAGE>
WASATCH FUNDS, INC.
WASATCH-HOISINGTON U.S. TREASURY FUND
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT
The undersigned appoints Samuel S. Stewart, Jr. and Venice Edwards, and
each of them, with power to act without the other and with the right of
substitution in each, the proxies of the undersigned to vote all shares of
the Wasatch-Hoisington U.S. Treasury Fund, a series of Wasatch Funds, Inc.
(the "Company") held by the undersigned at the annual meeting of shareholders
of the Company to be held on January 31, 1997, and at any adjournments
thereof, with all the powers the undersigned would possess if present in
person. All previous proxies given with respect to the meeting are revoked.
THE PROXIES ARE INSTRUCTED:
1. To vote:
______FOR all nominees listed below (except as marked to the
contrary below)
______WITHHOLD AUTHORITY to vote for all nominees listed below
NOMINEES: Samuel S. Stewart, Jr., Roy S. Jespersen, Jeffrey S.
Cardon, James U. Jensen and William R. Swinyard (Instruction:
To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
________________________________________________________________________
2. To vote FOR___________AGAINST___________ABSTAIN___________the ratification
of the selection of Arthur Andersen LLP as independent public accountants
for the Company.
In their discretion, the proxies hereunder are authorized to vote on any
other matters that come before the meeting.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS
UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR"
ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE
BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT
IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN
THE ADDRESSED ENVELOPE. NO POSTAGE IS REQUIRED. PLEASE MAIL PROMPTLY TO
SAVE THE FUND FURTHER SOLICITATION EXPENSE.
Dated:____________________________
__________________________________
__________________________________
IMPORTANT: Please date and sign
this proxy. If the stock is held
jointly, signature should include
both names. Executors,
administrators, trustees,
guardians, and others signing in a
representative capacity should give
their full title as such.
/ / If you plan to attend the Annual Meeting, please check this box.
<PAGE>
WASATCH FUNDS, INC.
MID-CAP FUND
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT
The undersigned appoints Samuel S. Stewart, Jr. and Venice Edwards, and
each of them, with power to act without the other and with the right of
substitution in each, the proxies of the undersigned to vote all shares of
the Mid-Cap Fund, a series of Wasatch Funds, Inc. (the "Company") held by the
undersigned at the annual meeting of shareholders of the Company to be held
on January 31, 1997, and at any adjournments thereof, with all the powers the
undersigned would possess if present in person. All previous proxies given
with respect to the meeting are revoked.
THE PROXIES ARE INSTRUCTED:
1. To vote:
______FOR all nominees listed below (except as marked to
the contrary below)
______WITHHOLD AUTHORITY to vote for all nominees listed below
NOMINEES: Samuel S. Stewart, Jr., Roy S. Jespersen, Jeffrey S. Cardon,
James U. Jensen and William R. Swinyard (Instruction: To withhold
authority to vote for any individual nominee, write that nominee's name on
the space provided below.)
___________________________________________________________________________
2. To vote FOR_________AGAINST_________ABSTAIN_________the ratification of
the selection of Arthur Andersen LLP as independent public accountants for
the Company.
In their discretion, the proxies hereunder are authorized to vote on any
other matters that come before the meeting.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS
UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR"
ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE
BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT
IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN
THE ADDRESSED ENVELOPE. NO POSTAGE IS REQUIRED. PLEASE MAIL PROMPTLY TO
SAVE THE FUND FURTHER SOLICITATION EXPENSE.
Dated:____________________________
__________________________________
__________________________________
IMPORTANT: Please date and sign
this proxy. If the stock is held
jointly, signature should include
both names. Executors,
administrators, trustees,
guardians, and others signing in a
representative capacity should give
their full title as such.
/ / If you plan to attend the Annual Meeting, please check this box.
<PAGE>
WASATCH FUNDS, INC.
AGGRESSIVE EQUITY FUND
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT
The undersigned appoints Samuel S. Stewart, Jr. and Venice Edwards,
and each of them, with power to act without the other and with the right of
substitution in each, the proxies of the undersigned to vote all shares of
the Aggressive Equity Fund, a series of Wasatch Funds, Inc. (the "Company")
held by the undersigned at the annual meeting of shareholders of the
Company to be held on January 31, 1997, and at any adjournments thereof,
with all the powers the undersigned would possess if present in person.
All previous proxies given with respect to the meeting are revoked.
THE PROXIES ARE INSTRUCTED:
1. To vote:
______FOR all nominees listed below (except as marked to
the contrary below)
______WITHHOLD AUTHORITY to vote for all nominees listed below
NOMINEES: Samuel S. Stewart, Jr., Roy S. Jespersen, Jeffrey S. Cardon,
James U. Jensen and William R. Swinyard (Instruction: To withhold
authority to vote for any individual nominee, write that nominee's name on
the space provided below.)
___________________________________________________________________________
2. To vote FOR_________AGAINST_________ABSTAIN_________the ratification of
the selection of Arthur Andersen LLP as independent public accountants for
the Company.
In their discretion, the proxies hereunder are authorized to vote on any
other matters that come before the meeting.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS
UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR"
ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN
THE BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY
STATEMENT IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND
RETURN IN THE ADDRESSED ENVELOPE. NO POSTAGE IS REQUIRED. PLEASE MAIL
PROMPTLY TO SAVE THE FUND FURTHER SOLICITATION EXPENSE.
Dated:____________________________
__________________________________
__________________________________
IMPORTANT: Please date and sign
this proxy. If the stock is held
jointly, signature should include
both names. Executors,
administrators, trustees,
guardians, and others signing in a
representative capacity should give
their full title as such.
/ / If you plan to attend the Annual Meeting, please check this box.
<PAGE>
WASATCH FUNDS, INC.
MICRO-CAP FUND
THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT
The undersigned appoints Samuel S. Stewart, Jr. and Venice Edwards, and
each of them, with power to act without the other and with the right of
substitution in each, the proxies of the undersigned to vote all shares of
the Micro-Cap Fund, a series of Wasatch Funds, Inc. (the "Company") held by
the undersigned at the annual meeting of shareholders of the Company to be
held on January 31, 1997, and at any adjournments thereof, with all the
powers the undersigned would possess if present in person. All previous
proxies given with respect to the meeting are revoked.
THE PROXIES ARE INSTRUCTED:
1. To vote:
______FOR all nominees listed below (except as marked to
the contrary below)
______WITHHOLD AUTHORITY to vote for all nominees listed
below
NOMINEES: Samuel S. Stewart, Jr., Roy S. Jespersen, Jeffrey S. Cardon,
James U. Jensen and William R. Swinyard (Instruction: To withhold
authority to vote for any individual nominee, write that nominee's name on
the space provided below.)
___________________________________________________________________________
2. To vote FOR_________AGAINST_________ABSTAIN_________the ratification of
the selection of Arthur Andersen LLP as independent public accountants for
the Company.
In their discretion, the proxies hereunder are authorized to vote on any
other matters that come before the meeting.
THIS PROXY WILL BE VOTED AS INSTRUCTED ON THE ABOVE MATTERS. IT IS
UNDERSTOOD THAT, IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED "FOR"
ALL ITEMS. UPON ALL OTHER MATTERS THE PROXIES SHALL VOTE AS THEY DEEM IN THE
BEST INTERESTS OF THE FUND. RECEIPT OF NOTICE OF MEETING AND PROXY STATEMENT
IS ACKNOWLEDGED BY YOUR EXECUTION OF THIS PROXY. SIGN, DATE, AND RETURN IN
THE ADDRESSED ENVELOPE. NO POSTAGE IS REQUIRED. PLEASE MAIL PROMPTLY TO
SAVE THE FUND FURTHER SOLICITATION EXPENSE.
Dated:____________________________
__________________________________
__________________________________
IMPORTANT: Please date and sign
this proxy. If the stock is held
jointly, signature should include
both names. Executors,
administrators, trustees,
guardians, and others signing in a
representative capacity should give
their full title as such.
/ / If you plan to attend the Annual Meeting, please check this box.
