June 8, 1998 Wilshire Associates Incorporated 1299 Ocean Avenue Santa Monica, CA 90401-1085 Ladies and Gentlemen: This will confirm our agreement that the Investment Advisory Agreement between us dated July 11, 1996 is amended by adding the Wilshire...

                                            EXHIBIT 5(B)

                                               WILSHIRE TARGET FUNDS
                                             Providence, Rhode Island


                                                            June 8, 1998


Wilshire Associates Incorporated
0000 Xxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000-0000

Ladies and Gentlemen:

         This will confirm our agreement that the Investment  Advisory Agreement
between us dated July 11,  1996 is  amended  by adding the  Wilshire  5000 Index
Portfolio as a Series thereunder. The annual fee for this Series will be .50% of
average daily net assets. The Reapproval Date and Reapproval Day for this Series
will be May 31, 2000 and May 31, respectively.

         In all other respects, the Investment Advisory Agreement will remain in
full force and effect.  Please sign this letter below to confirm your  agreement
with this amendment.

                                                  Very truly yours,

                                                  /s/ Xxxxxxx X. Xxxxxx, Xx.
                                                  Xxxxxxx X. Xxxxxx, Xx.
                                                  Vice-President





AGREED:

WILSHIRE ASSOCIATES INCORPORATED


By: /s/ Xxxxxx X. Xxxxxxx
       Xxxxxx X. Xxxxxxx
       President