Report of Independent Registered Public
Accounting Firm

To the Board of Trustees of Wasatch Funds Trust and
Shareholders of each of the funds listed in Appendix A

In planning and performing our audits of the financial
statements of each of the funds constituting Wasatch
Funds Trust listed in Appendix A (hereafter collectively
referred to as the "Funds") as of and for the year or
period ended September 30, 2020, 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, 2020.




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
Kansas City, Missouri
November 19, 2020

Appendix A

Wasatch Funds Trust

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 Select Fund(r)**
Wasatch Global Value Fund(r)*
Wasatch International Growth Fund(r)*
Wasatch International Opportunities Fund(r)*
Wasatch International Select 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)*
Wasatch-Hoisington U.S. Treasury Fund(r)*

*For the year ended September 30, 2020.
**For the period from October 1, 2019 (commencement
of operations) through September 30, 2020.