AMENDMENT #1 TO INVESTMENT SUB-ADVISORY AGREEMENT
AMENDMENT
#1 TO INVESTMENT SUB-ADVISORY AGREEMENT
This
Amendment is made as of the 21st day of August, 2009 by and between Wilshire
Associates Incorporated, a corporation organized under the laws of the State of
California (“Adviser”),
and Acadian Asset Management LLC (formerly Acadian Asset Management, Inc.), a
registered investment adviser (“Sub-Adviser”).
WHEREAS, Adviser is the
investment adviser of Wilshire Mutual Funds, Inc. (the “Fund”), an open-end
diversified management investment company registered under the Investment
Company Act of 1940, as amended consisting of six separate series of portfolios
(collectively, the “Fund
Portfolios”);
WHEREAS Adviser and
Sub-Adviser entered into an Investment Sub-Advisory Agreement (the “Original Agreement”) as of
September 20, 2007 under which Adviser retained Sub-Adviser to furnish
investment advisory services for the Wilshire Large Company Value
Fund;
WHEREAS the Adviser and the
Sub-Adviser wish to amend certain of the terms of the Original
Agreement;
NOW, THEREFORE, in
consideration of the premises and the mutual promises hereinafter set forth and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties, intending to be legally bound, hereby agree as
follows:
1. The
last paragraph of Section 2 is deleted and replaced with the
following: Adviser hereby directs Sub-Adviser, and grants Sub-Adviser
the authority, to file proof of claim forms in connection with all securities
class action litigation or related proceedings for the Portfolio Segment based
upon the Adviser’s records, provided, however that Sub-Adviser shall not, and
shall not have the authority to, (i) agree on behalf of the Portfolio
Segment or the Fund to serve as lead plaintiff in any class action or related
litigation, or (ii) agree on behalf of the Portfolio Segment or the Fund to
engage in any litigation other than class action litigation and related
proceedings. The Sub-Adviser shall not be required to undertake a case-by-case
analysis of the advisability of participating in any particular class action
litigation. Adviser will instruct the Fund’s custodian to forward all
proof of claim forms applicable to the Portfolio Segment and related materials
to the Sub-Adviser upon receipt. Sub-Adviser shall request such
materials from the Fund’s custodian in the event Sub-Adviser is aware of a class
action affecting the Portfolio Segment and has not received relevant materials
from the Fund’s custodian. In such circumstances Sub-Adviser shall
not be liable for failure to file such forms in the event appropriate materials
are not received by the Sub-Adviser in a timely manner. The Adviser,
on behalf of itself and the Wilshire Large Company Value Fund, acknowledges that
the filing of proof of claim forms is expected to result in the waiver by the
Wilshire Large Company Value Fund of any rights of action the Fund
may otherwise have with respect to the security(ies) subject to the class
action and consents to such waiver. The Adviser, on behalf of itself
and the Wilshire Large Company Value Fund, hereby grant to the Sub-Adviser a
limited power of attorney pursuant to which the Sub-Adviser may file proofs
of claim on behalf of the Wilshire Large Company Value Fund as contemplated
hereby. By undertaking the duties set forth in this
paragraph,
the Sub-Adviser is not agreeing to provide legal services, and the Sub-Adviser
in its discretion may revert to the Adviser for determination of any matter
regarding class action litigation or related proceedings that the Sub-Adviser
determines was not contemplated by this Agreement. Sub-Adviser shall
not be required to monitor class actions proceedings on behalf of the Wilshire
Large Company Value Fund.
2. Except
to the extent expressly amended by the terms of this Amendment, all terms and
conditions of the Original Agreement and all other instruments and agreements
executed thereunder remain in full force and effect.
IN WITNESS WHEREOF, the
parties have duly executed and sealed this Amendment, all as of the date first
written above.
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WILSHIRE
ASSOCIATES INCORPORATED
By:
Name:
Title:
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ACADIAN
ASSET MANAGEMENT LLC
By:
Name:
Title:
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