Sunstone Financial Group, Inc.
207 East Buffalo Street, Suite 400
Milwaukee, WI 53202
Phone: 414/271-5885
Fax: 414/271-9717
November 21, 1996
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Wasatch Funds, Inc. - Registration Nos. 33-10451; 811-4920
- --------------------------------------------------------------------------------
Dear Sir or Madam:
On behalf of the above-named registrant and pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, we hereby file the Fund's Form 24f-
2 for the fiscal year ended September 30, 1996; and a legal opinion relating to
the validity of the issued shares. The filing fee was sent to the Commission's
lockbox on November 15, 1996.
Please telephone the undersigned at (414) 271-5885 should you have any questions
regarding this filing.
Sincerely,
/s/ Elyce D. Dilworth
- ---------------------
Elyce D. Dilworth
Senior Financial Analyst
EDD/kl
cc: Michael Radmer, Dorsey & Whitney
DORSEY & WHITNEY LLP
Minneapolis Pillsbury Center South New York
Washington, D.C. 220 South Sixth Street Denver
London Minneapolis, Minnesota 55402-1498 Seattle
Brussels Telephone: (612) 340-2600 Fargo
Hong Kong Fax: (612) 340-2868 Billings
Des Moines Missoula
Rochester Great Falls
Costa Mesa
November 12, 1996
Wasatch Funds, Inc.
Suite 400
68 South Main Street
Salt Lake City, Utah 84101
Re: Rule 24f-2 Notice for Wasatch Funds, Inc.
(File No. 33-10451)
Dear Sir or Madam:
We have acted as legal counsel to Wasatch Funds, Inc., a Utah corporation
(the "Funds"), in connection with the Fund's Registration Statement on Form
N-1A (File No. 33-10451). This opinion is addressed to you in connection with a
filing by the Funds of a notice (the "Notice") pursuant to Rule 24f-2 under
the Investment Company Act of 1940, as amended. In that connection, we have
examined such documents and have reviewed such questions of law as we have
considered necessary and appropriate for the purpose of this opinion. Based
thereon, we advise you that, in our opinion, the 53,429,819.05 shares of common
stock (comprised of 3,057,327.529 Series A shares, 5,891,587.304 Series B
shares, 583,260.402 Series C shares, 10,226,657.069 Series D shares and
33,670,987.001 Series E shares), $.001 par value per share, sold by the Funds
during the fiscal year ended September 30, 1996, as set forth in the Notice,
were legally issued, have been fully paid, and are nonassessable, if issued and
sold upon the terms and in the manner set forth in the Registration Statement of
the Funds referred to above.
Very truly yours,
/s/ DORSEY & WHITNEY LLP
------------------------
DORSEY & WHITNEY LLP
MJR
U.S. 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, Inc.
68 South Main Street
Salt Lake City, UT 84101
2. Name of each series or class of funds for which this notice is filed:
Series A - Wasatch Aggressive Equity Fund
Series B - Wasatch Growth Fund
Series C - Wasatch Hoisington U.S. Treasury Fund (formerly Wasatch
Income Fund)
Series D - Wasatch Mid-Cap Fund
Series E - Wasatch Micro-Cap Fund
3. Investment Company Act File Number: 811-4920
Securities Act File Number: 33-10451
4. Last day of fiscal year for which this notice is filed: September 30, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
( )
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
None
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
52,991,775 - $452,670,637
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
52,991,775 - $452,670,637
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
438,044 - $8,913,910
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2 (from
Item 10): $ 452,670,637
--------------
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 8,913,910
--------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - 358,982,124
--------------
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24e-2 (if applicable): + 0
--------------
(v) Net aggregate price of securities sold and
issued during the fiscal year in reliance on
rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (iv)] (if applicable): 102,602,423
--------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x 1/3300
--------------
$ 31,091.64
==============
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and (v) only
if the form is being filed within 60 days after the close of the issuer's
fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in Section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
(x)
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depositpory:
November 15, 1996
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)<F1> /s/ Venice Edwards
------------------
Secretary and Treasurer
-----------------------
Date November 21, 1996
-----------------
<F1> Please print the name and title of the signing officer below
the signature.
