UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                            FORM 24F-2
                 Annual Notice of Securities Sold
                      Pursuant to Rule 24f-2


Read instructions at end of Form before preparing Form.  Please print or type.


1.     Name and address of issuer:

       Wasatch Funds Trust
       150 Social Hall Avenue, 4th Floor
       Salt Lake City, UT 84111

2.     The name of each series or class of securities for which this Form is
       filed (if the Form is being filed for all series and classes of
       securities of the issuer, check the box but do not list series or
       classes):                                                        /X/

3.     Investment Company Act File Number:    811-04920

       Securities Act File Number:    33-10451

4(a).  Last day of fiscal year for which this Form is filed: September 30, 2011

4(b).  / /  Check box if this Form is being filed late (i.e., more than 90
            calendar days after the end of the issuer's fiscal year).  (See
            Instruction A.2)

       Note:  If the Form is being filed late, interest must be paid on the
       registration fee due.

4(c).  / /  Check box if this is the last time the issuer will be filing
            this Form.

5.     Calculation of registration fee:

       (i)    Aggregate sale price of securities sold during
              the fiscal year pursuant to section 24(f):        $3,701,557,541

       (ii)   Aggregate price of securities redeemed or
              repurchased during the fiscal year:               $2,672,666,470

(iii)  Aggregate price of securities redeemed or
              repurchased during any prior fiscal year
              ending no earlier than October 11, 1995
              that were not previously used to reduce
              registration fees payable to the           $0
              Commissioner:

       (iv)   Total available redemption credits [add          -$2,672,666,470
              Items 5(ii) and 5(iii):

       (v)    Net sales -- if Item 5(i) is greater than
              Item 5(iv) [subtract Item 5(iv) from              $1,028,891,071
              Item 5(i)]:


     ------------------------------------------------------------------
     / (vi)   Redemption credits available for use in           / $0
     /        future years -- if Item 5(i) is less than         /
     /        Item 5(iv) [subtract Item 5(iv) from              /
     /        Item 5(i)]:                                       /
     ------------------------------------------------------------------

       (vii)  Multiplier for determining registration fee
              (See Instruction C.9):                                x .0001146
								     _________
       (viii) Registration fee due [multiply Item 5(v) by
              Item 5(vii)] (enter "0" if no fee is due):          =$117,910.92
                                                                      ________
 								      ________
6.  Prepaid Shares

    If the response to Item 5(i) was determined by deducting an amount of
    securities that were registered under the Securities Act of 1933 pursuant
    to rule 24e-2 as in effect before [effective date of rescission of rule
    24e-2], then report the amount of securities (number of shares or other
    units) deducted here: _N/A____.  If there is a number of shares or other
    units that were registered pursuant to rule 24e-2 remaining unsold at the
    end of the fiscal year for which this form is filed that are available for
    use by the issuer in future fiscal years, then state that number here:
    _N/A____.

7.  Interest due -- if this Form is being filed more than 90 days
    after the end of the issuer's fiscal year (see Instruction D): +$___0.00___

8.  Total of the amount of the registration fee due plus any
    interest due [line 5(viii) plus line 7]:                       =$117,910.92
                                                                     ________
                                                                     ________

9.  Date the registration fee and any interest payment was sent to the
    Commission's lockbox depository:



            Method of Deliver:

                 /X/  Wire Transfer
                 / /  Mail or other means


                                  SIGNATURES

This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.

By (Signature and Title)*  /s/____Cindy B. Firestone_________________


   ___Cindy B. Firestone, Treasurer - Wasatch Funds Trust__

Date December 1, 2011

* Please print the name and title of the signing officer below the signature.