POS EX

As filed with the Securities and Exchange Commission on January 30, 2009

Registration Number 333-153460

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.	¨
Post-Effective Amendment No. 1	x
(Check appropriate box or boxes)

WASATCH FUNDS, INC.

(Exact Name of Registrant as Specified in Charter)

150 Social Hall Avenue

4th Floor

Salt Lake City, Utah 84111

(Address of Principal Executive Offices)

Registrant’s Telephone Number, including Area Code: (801) 533-0777

(Name and Address of Agent for Service)	Copy to:
Samuel S. Stewart, Jr. Wasatch Funds, Inc. 150 Social Hall Avenue, 4th Floor Salt Lake City, Utah 84111	Eric F. Fess Chapman and Cutler LLP 111 West Monroe Street Chicago, IL 60603

It is proposed that this filing will become effective immediately pursuant to Rule 462(d).

The Registrant has registered an indefinite amount of its shares of beneficial interest under the Securities Act of 1933, pursuant to Rule 24f-2 under the Investment Company Act of 1940. In reliance upon Rule 24f-2, no filing fee is being paid at this time.

This Amendment to the Registration Statement on Form N-14 of Wasatch Funds, Inc. (the “Company”), filed with the Commission on October 24, 2008 (Acc-no: 0001193125-08-216100; 1933 Act Registration No. 333-153640) (the “Registration Statement”), is being filed solely to add Exhibit 12 to the Registration Statement. The prospectus and statement of additional information included in the Registration Statement are incorporated herein by reference.

PART C

Item 15. Indemnification

The response to this item is incorporated by reference to Item 25 of Part C of Post-Effective Amendment No. 44 to the Registrant’s Registration Statement on Form N-1A filed with the Commission on September 2, 2008.

Item 16.	Exhibits
(1)	(a)    Articles of Incorporation of Wasatch Funds, Inc. dated November 3, 1997 is incorporated herein by reference to Post-Effective Amendment No. 18 to Wasatch Funds Inc.’s Registration Statement on Form N-1A filed with the Commission on November 30, 1998.
	(b)    Certificate of Designation of Series H Shares of Wasatch Funds, Inc. dated June 18, 2002 is incorporated herein by reference to Post-Effective Amendment No. 29 to Wasatch Funds Inc.’s Registration Statement on Form N-1A filed with the Commission on January 28, 2004.
	(c)    Certificate of Designation of Series I Shares of Wasatch Funds, Inc. dated June 30, 2003 is incorporated herein by reference to Post-Effective Amendment No. 29 to Wasatch Funds Inc.’s Registration Statement on Form N-1A filed with the Commission on January 28, 2004.
	(d)    Certificate of Designation of Series J Shares dated February 25, 2004 of Wasatch Funds, Inc. is incorporated herein by reference to Post-Effective Amendment No. 31 to Wasatch Funds Inc.’s Registration Statement on Form N-1A filed with the Commission on May 12, 2004.
	(e)    Certificate of Designation of Series K Shares of Wasatch Funds, Inc. is incorporated herein by reference to Post-Effective Amendment No. 32 to Wasatch Funds Inc.’s Registration Statement on Form N-1A filed with the Commission on October 14, 2004.
	(f)     Certificate of Designation of Series L Shares of Wasatch Funds, Inc. is incorporated herein by reference to Post-Effective Amendment No. 36 to Wasatch Funds Inc.’s Registration Statement on Form N-1A filed with the Commission on January 31, 2006.
	(g)    Certificate of Designation of Series M Shares and Series N Shares of Wasatch Funds, Inc. is incorporated herein by reference to Post-Effective Amendment No. 39 to Wasatch Funds Inc.’s Registration Statement on Form N-1A filed with the Commission on August 30, 2007.
	(h)    Certificate of Designation of Series O Shares of Wasatch Funds, Inc. is incorporated herein by reference to Post-Effective Amendment No. 43 to Wasatch Funds Inc.’s Registration Statement on Form N-1A filed with the Commission on June 30, 2008.
	(i)     Certificate of Designation of Series P, Series Q and Series R of Wasatch Funds, Inc. are incorporated herein by reference to Pre-Effective Amendment No. 1 to Wasatch Fund Inc.’s Registration Statement on Form N-14 filed with the Commission on October 10, 2008.

(2)	Bylaws of Wasatch Funds, Inc. dated June 3, 2005 as amended October 9, 2008 are incorporated herein by reference to Pre-Effective Amendment No. 1 to Wasatch Funds, Inc.’s Registration Statement on Form N-14 filed with the Commission on October 10, 2008.
(3)	Not Applicable.
(4)	Agreement and Plan of Reorganization is incorporated herein by reference to Pre-Effective Amendment No. 2 to Wasatch Funds, Inc. Registration Statement on Form N-14 filed with the Commission on October 24, 2008.
(5)	Not Applicable.
(6)	(a)     Form of Advisory and Service Contract by and between Wasatch Funds, Inc. and Wasatch Advisors, Inc. are incorporated herein by reference to Pre-Effective Amendment No. 1 to Wasatch Fund Inc.’s Registration Statement on Form N-14 filed with the Commission on October 10, 2008.
	(b)     Form of Sub-Advisory Agreement by and between Wasatch Funds, Inc. and 1st Source Corporation Advisors, Inc. are incorporated herein by reference to Pre-Effective Amendment No. 1 to Wasatch Fund Inc.’s Registration Statement on Form N-14 filed with the Commission on October 10, 2008.
(7)	Distribution Agreement between Wasatch Funds, Inc. and ALPS Distributors, Inc. is incorporated herein by reference to Post-Effective Amendment No. 35 to Wasatch Funds, Inc.’s Registration Statement on Form N-1A filed with the Commission on November 16, 2005.
	(a)     Amended Schedule A dated August 30, 2007 to Distribution Agreement between Wasatch Funds, Inc. and ALPS Distributors, Inc. is incorporated herein by reference to Post-Effective Amendment No. 41 to Wasatch Funds, Inc.’s Registration Statement on Form N-1A filed with the Commission on January 28, 2008.
(8)	Not Applicable.
(9)	Custodian Agreement between Wasatch Funds, Inc. and State Street Bank and Trust Company dated June 1, 2003 is incorporated herein by reference to Post-Effective Amendment No. 28 to the Company’s Registration Statement on Form N-1A filed with the Commission on May 2, 2003.
(10)	Not Applicable.
(11)	(a)     Opinion and consent of Chapman and Cutler LLP regarding legality of issuance of shares and other matters are incorporated herein by reference to Pre-Effective Amendment No. 1 to Wasatch Fund Inc.’s Registration Statement on Form N-14 filed with the Commission on October 10, 2008.
(b)	Opinion and consent of Dorsey & Whitney LLP regarding legality of issuance of shares and other matters are incorporated herein by reference to Pre-Effective Amendment No. 1 to Wasatch Fund Inc.’s Registration Statement on Form N-14 filed with the Commission on October 10, 2008.
(12)	Opinion of Thompson Hine LLP regarding tax matters is filed herein.

(13)	Not Applicable.
(14)	(a)     Consent of Ernst & Young LLP is incorporated herein by reference to Pre-Effective Amendment No. 2 to Wasatch Funds, Inc. Registration Statement on Form N-14 filed with the Commission on October 24, 2008.
	(b)     Consent of Cohen Fund Audit Services, LTD. is incorporated herein by reference to Pre-Effective Amendment No. 2 to Wasatch Funds, Inc. Registration Statement on Form N-14 filed with the Commission on October 24, 2008.
	(c)     Consent of Chapman and Cutler LLP is incorporated herein by reference to Pre-Effective Amendment No. 2 to Wasatch Funds, Inc. Registration Statement on Form N-14 filed with the Commission on October 24, 2008.
	(d)     Consent of Dorsey & Whitney LLP is incorporated herein by reference to Pre-Effective Amendment No. 2 to Wasatch Funds, Inc. Registration Statement on Form N-14 filed with the Commission on October 24, 2008.
(15)	Not Applicable.
(16)	Powers of Attorney are incorporated herein by reference to Wasatch Funds Inc.’s Registration Statement on Form N-14 filed with the Commission on September 12, 2008.
(17)	Proxy Card is incorporated herein by reference to Pre-Effective Amendment No. 2 to Wasatch Funds, Inc. Registration Statement on Form N-14 filed with the Commission on October 24, 2008.
Item 17.	Undertakings
(1)	The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the reoffering prospectus will contain the information called for by the applicable registration form for re-offerings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2)	The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, as amended, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on behalf of the registrant, in the City of Salt Lake City, and the State of Utah on the 30^th day of January 2009.

WASATCH FUNDS, INC.
By	/s/ Samuel S. Stewart
	Samuel S. Stewart, Jr., Ph.D.,
	President

As required by the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 30^th day of January, 2009.

Signature	Title	Date
/s/ Samuel S. Stewart Samuel S. Stewart, Jr., Ph.D.	President and Director (principal executive officer)	January 30, 2009
/s/ Eric Huefner Eric Huefner	Treasurer (principal financial and accounting officer)	January 30, 2009
James U. Jensen* James U. Jensen, Esquire	Director	January 30, 2009
William R. Swinyard* William R. Swinyard	Director	January 30, 2009
D. James Croft* D. James Croft	Director	January 30, 2009

/s/ Russell L. Biles

Russell L. Biles

Attorney-in-Fact

January 30, 2009

* Signed pursuant to powers of attorney authorizing Russell L. Biles to execute this Registration Statement, and Amendments thereto, for each of the Directors of the Registrant on whose behalf this Registration Statement is incorporated herein by reference to Wasatch Funds Inc.’s Registration Statement on Form N-14 filed with the Commission on September 12, 2008.

EXHIBIT LIST

EXHIBITS	EXHIBIT NO.
Opinion of Thompson Hine LLP	EX-99.12

EX-99.12

December 15, 2008

The Coventry Group

3435 Stelzer Road

Columbus, Ohio 43219

Wasatch Funds, Inc.

150 Social Hall Avenue, 4^th Floor

Salt Lake City, Utah 84111

Re: AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF DECEMBER 12, 2008 (THE “AGREEMENT”), BY AND AMONG THE COVENTRY GROUP (THE “COVENTRY GROUP”) ON BEHALF OF 1^st SOURCE MONOGRAM INCOME EQUITY FUND, 1^st SOURCE MONOGRAM INCOME FUND AND 1^st SOURCE MONOGRAM LONG/SHORT FUND (EACH A “TRANSFERRING FUND” AND COLLECTIVELY THE “TRANSFERRING FUNDS”), 1^st SOURCE CORPORATION INVESTMENT ADVISORS, INC. (“1^st SOURCE ADVISORS”), INVESTMENT ADVISER TO THE TRANSFERRING FUNDS (FOR PURPOSES OF PARAGRAPHS 1.6, 6.4, 6.5 AND 9.1 OF THE AGREEMENT ONLY), WASATCH FUNDS INC. (THE “WASATCH FUNDS”) ON BEHALF OF WASATCH-1^st SOURCE INCOME EQUITY FUND, WASATCH-1^st SOURCE INCOME FUND AND WASATCH-1^st SOURCE LONG/SHORT FUND (EACH AN “ACQUIRING FUND” AND COLLECTIVELY THE “ACQUIRING FUNDS”) AND WASATCH ADVISORS, INC. (“WASATCH ADVISORS”), INVESTMENT ADVISER TO THE ACQUIRING FUNDS (FOR PURPOSES OF PARAGRAPH 1.6 AND 9.1 OF THE AGREEMENT ONLY).

Ladies and Gentlemen:

You have requested our opinion with respect to certain of the Federal income tax consequences of a proposed transaction consisting of (i) the transfer of all of the assets of each of the Transferring Funds in exchange solely for voting shares of the beneficial interest of a corresponding Acquiring Fund (“Acquiring Fund Shares”); (ii) the assumption by each Acquiring Fund of all of the liabilities of the corresponding Transferring Fund; and (iii) the distribution of the Acquiring Fund Shares to the shareholders of the corresponding Transferring Fund in exchange for their shares of beneficial interest of the Transferring Fund (the “Transferring Fund Shares”) in liquidation of the Transferring Funds, all upon the terms and conditions set forth in the Agreement (the “Reorganization”). Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Agreement.

THOMPSON HINE LLP
ATTORNEYS AT LAW 3900 Key Center
127 Public Square
Cleveland, Ohio 44114-1291 www.ThompsonHine.com
Phone 216.566.5500
Fax 216.566.5800

December 15, 2008

Page 2

In rendering our opinion, we have reviewed and relied upon (i) the Agreement; (ii) the combined Registration and Proxy Statement (Form N-14) filed with the Securities and Exchange Commission in connection with the Reorganization; (iii) certain representations concerning the Reorganization made to us by the Coventry Group, on behalf of the Transferring Funds, and the Wasatch Funds, on behalf of the Acquiring Funds, in letters of even date herewith (the “Representation Letters”); (iv) all other documents, financial and other reports which we deemed relevant or appropriate; and (v) the Code,¹ applicable Treasury Department regulations in effect as of the date hereof, current published administrative positions of the Internal Revenue Service (the “Service”) contained in revenue rulings and procedures, and such other statutes, regulations, rulings and decisions as we deemed material to the preparation of this opinion letter. For purposes of this opinion, we have assumed that the representations and warranties set forth in the Agreement and the representations made in the Representation Letters are true and correct and that the conditions to the parties’ obligations under the Agreement will be satisfied and the parties will comply with their respective covenants thereunder. We have relied on the representations in the Representation Letters in rendering our opinion. To the extent that any representation in either of the Representation Letters is inaccurate, the conclusions set forth herein may also become inaccurate, or may no longer apply.

In formulating our opinion, we have examined originals or copies, identified to our satisfaction, of documents and other instruments that we have deemed necessary or appropriate for purposes of this opinion. In performing such examination, we have assumed the authenticity of all documents submitted to us as copies, the authenticity of the originals of such latter documents, the genuineness of all signatures and the correctness of all representations made therein. We cannot and do not represent that we checked the accuracy or completeness of, or otherwise independently verified, any of the various statements of fact contained in such documents and in documents incorporated by reference therein. We have further assumed that there are no agreements or understandings contemplated therein other than those contained in the documents.

Based upon the foregoing, it is our opinion for federal income tax purposes that:

(a) The transfer of all of the assets of each Transferring Fund solely in exchange for the corresponding Acquiring Fund Shares and the assumption by the corresponding Acquiring Fund of the liabilities of the Transferring Fund followed by the distribution of the Acquiring Fund Shares to the Shareholders of the corresponding Transferring Fund in dissolution and liquidation of the Transferring Fund will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and each Acquiring Fund and each Transferring Fund will be a “party to a reorganization” within the meaning of Section 368(b) of the Code.

(b) No gain or loss will be recognized by any Acquiring Fund upon the receipt of the assets of the corresponding Transferring Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the corresponding Transferring Fund.

¹ All references to the “Code” are to the Internal Revenue Code of 1986, as amended.

December 15, 2008

Page 3

(c) No gain or loss will be recognized by a Transferring Fund upon the transfer of that Transferring Fund’s assets to the corresponding Acquiring Fund solely in exchange for the Acquiring Fund Shares and the assumption by the corresponding Acquiring Fund of the liabilities of the Transferring Fund or upon the distribution (whether actual or constructive) of the Acquiring Fund Shares to Shareholders of the corresponding Transferring Fund in exchange for their shares of the Transferring Fund.

(d) No gain or loss will be recognized by the Shareholders of a Transferring Fund upon the exchange of their Transferring Fund Shares for the corresponding Acquiring Fund Shares in liquidation of the Transferring Fund.

(e) The aggregate adjusted basis of the Acquiring Fund Shares received by each Shareholder of the corresponding Transferring Fund pursuant to the Reorganization will be the same as the aggregate adjusted basis of the Transferring Fund Shares held by such Shareholder immediately prior to the Closing. The holding period of the Acquiring Fund Shares received by each Transferring Fund Shareholder will include the period during which the Transferring Fund Shares exchanged therefor were held by such Shareholder (provided the Transferring Fund Shares were held as capital assets on the date of the Closing).

(f) The adjusted basis of the Transferring Fund assets acquired by the corresponding Acquiring Fund will be the same as the adjusted basis of such assets to the Transferring Fund immediately prior to the Closing, and the holding period of the assets of the Transferring Fund in the hands of the corresponding Acquiring Fund will include the period during which those assets were held by the Transferring Fund.

(g) For purposes of Section 381 of the Code, each Acquiring Fund will be treated as the same corporation as the corresponding Transferring Fund and the tax attributes of such Transferring Fund enumerated in Section 381(c) of the Code will be taken into account by the Acquiring Fund as if there had been no reorganization.

This is a limited scope opinion. The opinion is limited to one or more federal income tax issues addressed in the opinion. Additional issues may exist that could affect the federal tax treatment of the matter that is the subject of the opinion, and the opinion does not consider or provide a conclusion with respect to any additional issues. With respect to any federal tax issues outside the limited scope of the opinion, the opinion was not written, and cannot be used by the taxpayers for the purpose of avoiding penalties that may be imposed on the taxpayers. Moreover, there is no compensation arrangement and no referral agreement between us and any person with respect to promoting, marketing, or recommending the transaction (or any substantially similar arrangement) that is the subject of the opinion.

December 15, 2008

Page 4

This opinion letter expresses our views only as to U.S. federal income tax laws in effect as of the date hereof. Our opinions represent our best legal judgment as to the matters addressed herein, but are not binding upon the Service or the courts, and there is no guarantee that the Service will not assert positions contrary to the ones taken in this opinion. We disclaim any obligation to make any continuing analysis of the facts or relevant law following the date of this opinion letter.

Our opinions are provided solely to you as a legal opinion only, and not as a guaranty or warranty, and are limited to the specific transactions and matters described above. No opinion may be implied or inferred beyond what is expressly stated in this letter. We express no opinion with respect to any matter not specifically addressed by the foregoing opinions. By way of illustration, and without limitation of the foregoing, we express no opinion regarding (i) the federal income tax consequences of the payment of Reorganization expenses by Wasatch Advisors and 1^st Source Advisors, except in relation to the qualification of the transfer of each Transferring Fund’s assets to its corresponding Acquiring Fund as a reorganization under Section 368(a) of the Code; (ii) the effect of the Reorganization on any Transferring Fund with respect to any transferred asset as to which unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) under a mark-to-market system of accounting (including under Section 1256 of the Code); (iii) the effect of the Reorganization on any shareholder of a Transferring Fund that is required to recognize unrealized gains or losses for federal income tax purposes under a mark-to-market system of accounting; (iv) whether accrued market discount, if any, on any market discount bonds held by a Transferring Fund will be required to be recognized as ordinary income under Section 1276 of the Code as a result of the Reorganization; and (v) any state, local or foreign tax consequences of the Reorganization.

Our opinions are being rendered to the Coventry Group and the Wasatch Funds and their respective Boards of Directors and Trustees, and may be relied upon only by the Coventry Group and the Wasatch Funds and their respective Boards of Trustees and Directors. The Transferring Funds, the Acquiring Funds, the Coventry Group, the Wasatch Funds and the shareholders of the Transferring Funds and the Acquiring Funds are free to disclose the tax treatment or tax structure of any of the transactions described herein.

Very truly yours,

Thompson Hine LLP