Report of Independent
Registered Public Accounting
Firm

To the Board of Trustees of Wasatch Funds Trust
and Shareholders of Wasatch Core Growth Fund(r),
Wasatch Emerging India Fund(r), Wasatch
Emerging Markets Select Fund(r), Wasatch
Emerging Markets Small Cap Fund(r), Wasatch
Frontier Emerging Small Countries Fund(r),
Wasatch Global Opportunities Fund(r), Wasatch
Global Value Fund(r), Wasatch International
Growth Fund(r), Wasatch International
Opportunities Fund(r), Wasatch Micro Cap Fund(r),
Wasatch Micro Cap Value Fund(r), Wasatch Small
Cap Growth Fund(r), Wasatch Small Cap Value
Fund(r), Wasatch Ultra Growth Fund(r), and
Wasatch-Hoisington U.S. Treasury Fund(r)
In planning and performing our audits of the
financial statements of Wasatch Core Growth
Fund(r), Wasatch Emerging India Fund(r), Wasatch
Emerging Markets Select Fund(r), Wasatch
Emerging Markets Small Cap Fund(r), Wasatch
Frontier Emerging Small Countries Fund(r),
Wasatch Global Opportunities Fund(r), Wasatch
Global Value Fund(r), Wasatch International
Growth Fund(r), Wasatch International
Opportunities Fund(r), Wasatch Micro Cap Fund(r),
Wasatch Micro Cap Value Fund(r), Wasatch Small
Cap Growth Fund(r), Wasatch Small Cap Value
Fund(r), Wasatch Ultra Growth Fund(r), and
Wasatch-Hoisington U.S. Treasury Fund(r)
(hereafter collectively referred to as the "Funds")
as of and for the year ended September 30, 2019,
in accordance with the standards of the Public
Company Accounting Oversight Board (United
States) ("PCAOB"), we considered the Funds'
internal control over financial reporting, including
controls over safeguarding securities, as a basis for
designing our auditing procedures for the purpose
of expressing our opinion on the financial
statements and to comply with the requirements of
Form N-CEN, but not for the purpose of
expressing an opinion on the effectiveness of the
Funds' internal control over financial reporting.
Accordingly, we do not express an opinion on the
effectiveness of the Funds' internal control over
financial reporting.
The management of the Funds is responsible for
establishing and maintaining effective internal
control over financial reporting. In fulfilling this
responsibility, estimates and judgments by
management are required to assess the expected
benefits and related costs of controls. A fund's
internal control over financial reporting is a
process designed to provide reasonable assurance
regarding the reliability of financial reporting and
the preparation of financial statements for external
purposes in accordance with generally accepted
accounting principles. A fund's internal control
over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of
the assets of the fund; (2) provide reasonable
assurance that transactions are recorded as
necessary to permit preparation of financial
statements in accordance with generally accepted
accounting principles, and that receipts and
expenditures of the fund are being made only in
accordance with authorizations of management
and trustees of the fund; and (3) provide
reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or
disposition of a fund's assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control
over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the
risk that controls may become inadequate because
of changes in conditions, or that the degree of
compliance with the policies or procedures may
deteriorate.

A deficiency in internal control over financial
reporting exists when the design or operation of a
control does not allow management or employees,
in the normal course of performing their assigned
functions, to prevent or detect misstatements on a
timely basis. A material weakness is a deficiency,
or a combination of deficiencies, in internal
control over financial reporting, such that there is
a reasonable possibility that a material
misstatement of the funds' annual or interim
financial statements will not be prevented or
detected on a timely basis.
Our consideration of the Funds' internal control
over financial reporting was for the limited
purpose described in the first paragraph and
would not necessarily disclose all deficiencies in
internal control over financial reporting that
might be material weaknesses under standards
established by the PCAOB. However, we noted no
deficiencies in the Funds' internal control over
financial reporting and its operation, including
controls over safeguarding securities, that we
consider to be material weaknesses as defined
above as of September 30, 2019.
This report is intended solely for the information
and use of the Board of Trustees of Wasatch Funds
Trust and the Securities and Exchange
Commission and is not intended to be and should
not be used by anyone other than these specified
parties.

/s/PricewaterhouseCoopers LLP

November 25, 2019

PricewaterhouseCoopers LLP, 1100 Walnut, Suite 1300,
Kansas City, MO 64106 T: (816) 472 7921, F: (816) 218
1890, www.pwc.com/us