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FUND NAME PRINTS HERE WASATCH FUNDS, INC.
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
above referenced 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 January 16, 1998, 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 NUMBERS ON THE REVERSE SIDE CORRESPOND TO THE PROPOSALS IN THE NOTICE
OF ANNUAL MEETING AND PROXY STATEMENT.
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.
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the special meeting or any adjourments or
postponements thereof.
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.
___________________________________________
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Signature(s) WASATCH
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PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW.
WITHHOLD
THE PROXIES ARE INSTRUCTED: FOR AUTHORITY
all nominees to vote
1. To vote: listed (except for all
NOMINEES: Samuel S. Stewart, Jr., Roy S. as marked to nominees
Jespersen, Jeffrey S. Cardon, James U. the contrary) listed
Jensen and William R. Swinyard __ __
|__| |__| 1.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE
FOR ANY INDIVIDUAL NOMINEE(S), WRITE THAT
NOMINEE(S) NAME IN THE SPACE PROVIDED BELOW.)
- ----------------------------------------------- FOR AGAINST ABSTAIN
__ __ __
2. Ratification of Public Accountants |__| |__| |__| 2.
3. Approval of Agreement and Plan of __ __ __
Reorganization |__| |__| |__| 3.
4. Proposal to Change the Classification of the
Growth Fund From a Diversified Investment
Company to a Non-diversified Investment __ __ __
Company (Growth Fund only) |__| |__| |__| 4.
5. Proposal to Eliminate Investment Restrictions
which are Inconsistent with the Current Status
of Funds as "Non-diversified" (Aggressive __ __ __
Equity, Mid-Cap and Micro-Cap Funds only) |__| |__| |__| 5.
6. Proposal to Convert the Fundamental Policy
Regarding Investing for the Purpose of
Exercising Control or Management to a
Non-fundamental Policy (all except Micro-Cap __ __ __
Value Fund) |__| |__| |__| 6.
7. Proposal to Remove the Restrictions on Investing
in Other Investment Companies which
are more Restrictive than the 1940 Act __ __ __
(all except Micro-Cap Value Fund) |__| |__| |__| 7.
8. Proposal to Modify a Fundamental Investment
Restriction Regarding Commodities __ __ __
(all except Micro-Cap Value Fund) |__| |__| |__| 8.
9. Proposal to Eliminate a Fundamental Investment
Restriction on Investing in Illiquid Securities
and the Adoption of a Non-Fundamental Policy
which Conforms with SEC Policies __ __ __
(all except Micro-Cap Value Fund) |__| |__| |__| 9.
10. Proposal to Allow the Funds to Lend Portfolio
Securities (all except Micro-Cap Value and __ __ __
U.S. Treasury Funds) |__| |__| |__| 10.
11. Proposal to Conform the Fundamental Policies
Regarding Senior Securities, Borrowing Money
and Pledging Assets with those of the Wasatch
Micro-Cap Value Fund (all except Micro-Cap __ __ __
Value Fund) |__| |__| |__| 11.
12. Proposal to Eliminate Fundamental Investment
Restriction Regarding Put and Call Options __ __ __
(all except Micro-Cap Value Fund) |__| |__| |__| 12.
13. Proposal to Convert the Fundamental Policy
Regarding Investing in Oil, Gas, or Other
Mineral Interests to a Non-Fundamental
Investment policy (all except Micro-Cap __ __ __
Value Fund) |__| |__| |__| 13.
14. Proposal to Eliminate a Fundamental
Restriction Limiting Investing in Warrants __ __ __
(all except Micro-Cap Value Fund) |__| |__| |__| 14.
15. Proposal to Eliminate a Fundamental
Restriction Limiting Investing in "New" __ __ __
Issuers (all except Micro-Cap Value Fund) |__| |__| |__| 15.
16. Proposal to Convert a Fundamental Policy
Regarding Investing in "Special Situations"
to a Non-Fundamental Investment Policy __ __ __
(all except Micro-Cap Value Fund) |__| |__| |__| 16.
If you plan to attend the Annual Meeting, __
please check this box. |__|
