0001398344-12-001510 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 30th, 2012 • Wilshire Mutual Funds Inc • California

This Investment Sub-Advisory Agreement (“Agreement”) is made as of the 1st day of September, 2011 (the “Effective Date”) by and between Wilshire Associates Incorporated, a California corporation (“Adviser”), and Santa Barbara Asset Management, LLC, a registered investment adviser (“Sub-Adviser”).

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CUSTODY AGREEMENT
Custody Agreement • April 30th, 2012 • Wilshire Mutual Funds Inc • Illinois

AGREEMENT dated as of ____________________, 2011, between WILSHIRE MUTUAL FUNDS, Inc, a corporation organized under the laws of the State of Maryland, having its principal office and place of business at 1299 Ocean Avenue, Suite 700, Santa Monica, California 90401-1085 (the "Fund"), and THE NORTHERN TRUST COMPANY (the "Custodian"), an Illinois company with its principal place of business at 50 South LaSalle Street, Chicago, Illinois 60603.

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 30th, 2012 • Wilshire Mutual Funds Inc

EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective as of May 1, 2011 by and between Wilshire Associates Incorporated, a California corporation (the “Adviser”) and Wilshire Mutual Funds, Inc. (the “Company”), on behalf of the Wilshire Large Cap Core 130/30 Fund (the “Fund”).

NORTHERN TRUST SECURITIES, INC. SPECIAL CUSTODY ACCOUNT CONTROL AGREEMENT (MARGIN ACCOUNT TRANSACTIONS)
Northern Trust • April 30th, 2012 • Wilshire Mutual Funds Inc • New York

THIS SPECIAL CUSTODY ACCOUNT CONTROL AGREEMENT (this “Agreement”) is dated as of June 9, 2011, by and among Wilshire Mutual Funds, Inc., on behalf of the Wilshire Large Cap Core Plus Fund (“Customer”), a separate series of an open-end diversified, management investment company organized under the laws of Maryland with its principal place of business at 1299 Ocean Avenue, Suite 700, Santa Monica, CA 90401; The Northern Trust Company (“Custodian), a bank or trust company organized under the laws of Illinois with its principal place of business at 50 South LaSalle Street, Chicago, Il.; Northern Trust Securities, Inc., a corporation organized under the laws of Delaware with its principal place of business at 50 South LaSalle Street, Chicago, IL (“Northern Trust”): and National Financial Services LLC (“NFS”) concerns Customer’s account no.’s NT1-540668, NT1-540676 and NT1-540684 on the books and records of the Custodian.

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 30th, 2012 • Wilshire Mutual Funds Inc

This Amendment to Investment Sub-Advisory Agreement dated as of September 1, 2011 (the “Effective Date”), amends the Investment Sub-Advisory Agreement dated March 23, 2010 (the “Agreement”) by and between Wilshire Associates Incorporated (the “Adviser”) and Cornerstone Capital Management, Inc. (the “Sub-Adviser”) with respect to the Wilshire Mutual Funds, Inc. (the “Fund”).

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 30th, 2012 • Wilshire Mutual Funds Inc

This Amendment to Investment Sub-Advisory Agreement dated as of September 1, 2011 (the “Effective Date”), amends the Investment Sub-Advisory Agreement dated September 20, 2007 (the “Agreement”) by and between Wilshire Associates Incorporated (the “Adviser”) and Systematic Financial Management, L.P. (the “Sub-Adviser”) with respect to the Wilshire Mutual Funds, Inc. (the “Fund”).

Statement of Work
Statement of Work • April 30th, 2012 • Wilshire Mutual Funds Inc

This Statement of Work dated as of March __, 2011 (this “SOW”) is incorporated by reference into, and is subject to the terms of, the Administration Agreements, each dated May 30, 2008, as they may be amended (the “Agreements”), by and between Wilshire Mutual Funds, Inc.(hereinafter, the “Company”) and Wilshire Variable Insurance Trust (hereinafter, the “Trust”), respectively (hereinafter, the Company and Trust are collectively referred to as the “Funds”) and SEI Investments Global Funds Services (hereinafter “Administrator”).

AMENDMENT NO. THREE TO INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2012 • Wilshire Mutual Funds Inc

THIS AMENDMENT NO. THREE dated as of September 1, 2011 (the “Effective Date”), amends the Investment Sub-Advisory Agreement dated April 1, 2002 and amended April 25, 2003, and March 29, 2007 (the “Agreement”) by and between Wilshire Associates Incorporated (the “Adviser”) and Los Angeles Capital Management and Equity Research, Inc. (the “Sub-Adviser”) with respect to the Wilshire Mutual Funds, Inc. (the “Fund”).

AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 30th, 2012 • Wilshire Mutual Funds Inc

This Amendment to the Investment Advisory Agreement dated as of December 31, 2011 (the “Effective Date”) amends the Investment Advisory Agreement dated April 1, 2002, as amended (the “Agreement”) by and between Wilshire Associates Incorporated (the “Adviser”) and Wilshire Mutual Funds, Inc. (the “Company”).

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