[State Street Letterhead]
VIA EDGAR
January 23, 2006
Ms. Patricia P. Williams
Securities and Exchange Commission
Investment Company Division
100 F. Street, N.E.
Washington, DC 20549
Re: Wasatch Funds, Inc. ("Registrant")
File Nos. 033-10451, 811-04920
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Dear Ms. Williams:
This letter responds to the comments on Post-Effective Amendment No. 35 to the
Registrant's registration statement on Form N-1A on behalf of the Wasatch
Strategic Income Fund (the "Fund") that were provided to me by telephone on
Wednesday, January 11, 2006.
1. SEC COMMENT: Under the section "Summary-Principal Risks" in the Prospectus
on page 3, there is a risk for "Sector Weightings. - Funds that invest a large
percentage of assets in a few sectors are more vulnerable than funds that
diversify among a broad range of sectors." Please confirm if the Fund intends to
invest in more than one sector, namely the real estate sector. If the Fund
intends to invest a large percentage of its assets in other sectors, please
disclose in the "Principal Investment Strategies" section of the Prospectus. If
not, please amend the Sector Weightings risk to clarify that it relates only to
the real estate sector.
RESPONSE: The Fund intends to invest in the real estate sector. The risk will be
revised to read as follows: "Funds that invest a large percentage of assets in a
sector are more vulnerable than funds that diversify among a broad range of
sectors. In particular, the Fund concentrates its investments in real estate
investment trusts (REITs)."
In addition, under the "Principal Risks, Sector Weightings" section, the
following will be added to the end of the first sentence ", except that the Fund
expects to invest at least 25% of its total assets in real estate investment
trusts (REITs)."
2. SEC COMMENT: Under the section "Fees and Expenses of the Fund" in the
Prospectus on page 6, the outgoing wire transfer fee listed in the shareholder
fees section of the fees and expenses table is $15.00. Under the section of the
Prospectus entitled "Shareholder's Guide-Selling (Redeeming) Shares," the fourth
bullet point on page 30 of the Prospectus suggests that the wire transfer fee is
$10.00. Please explain the difference in the wire transfer fees.
RESPONSE: The disclosure in the Prospectus will be revised to reflect that the
wire transfer fee is $15.00.
3. SEC COMMENT: Under the section "Management-Research Team" in the Prospectus
on page 17, please disclose the five portfolio managers that are primarily
responsible for managing the Fund. In addition, please disclose the length of
time that each portfolio manager has managed a series. For example, Ms. Barker
has been a portfolio manager of the Wasatch Ultra Growth Fund since [insert
date].
RESPONSE: The disclosure will be revised to indicate the portfolio managers
that are primarily responsible for managing the series. The length of time that
each portfolio manager has managed a series will also be disclosed.
4. SEC COMMENT: Under the section "Fund Restrictions and Policies" in the
Statement of Additional Information on page 20 restriction 5 reads as follows:
"Invest more than 25%...except that the Fund may concentrate in securities of
issuers in the real estate industry." Please change the phrase "may concentrate"
to "will concentrate."
RESPONSE: The change will be made as requested.
You requested that the Registrant make certain representations concerning the
Registration Statement and the response being made to the comments received.
These representations are included as an exhibit to this letter.
Please call me at (617) 662-3969 if you have any further questions.
Very truly yours,
/s/ Francine S. Hayes
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Francine S. Hayes
Vice President and Counsel
cc: A. Palmer
J. Tedesco
EXHIBIT
[WASATCH FUNDS LETTERHEAD]
VIA EDGAR CORRESPONDENCE
January 23, 2006
Ms. Patricia P. Williams
Securities and Exchange Commission
Investment Company Division
100 F. Street, N.E.
Washington, DC 20549
Re: Wasatch Funds, Inc. ("Registrant")
File Nos. 033-10451, 811-04920
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Dear Ms. Williams:
In connection with a response being made on behalf of Wasatch Funds, Inc.
("Registrant") to comments you provided with respect to Post-Effective Amendment
No. 35 to the Registrant's registration statement filed on Form N-1A for the
Registrant on November 16, 2005 ("Registration Statement"), the Registrant
hereby acknowledges that:
- the Registrant is responsible for the adequacy and the accuracy of the
disclosure in the Registration Statement;
- comments of the staff of the Securities and Exchange Commission ("SEC
Staff") or changes to disclosure in response to SEC Staff comments in
the Registration Statement reviewed by the staff do not foreclose the
Securities and Exchange Commission from taking any action with respect
to the Registration Statement; and
- the Registrant may not assert SEC Staff comments as a defense in any
proceeding initiated by the Securities and Exchange Commission or any
person under the federal securities laws.
We hope that the foregoing is responsive to your request made on January 11,
2006. Please do not hesitate to contact the undersigned at (801) 983-4279 if you
have any questions concerning the foregoing.
Sincerely,
/s/ Angela M. Palmer
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Angela M. Palmer
cc: J. Tedesco