INVESTMENT SUB-ADVISORY AGREEMENT
This
Investment Sub-Advisory Agreement (“Agreement”) is made as of the 27th day of
January 2010 by and between Wilshire Associates Incorporated, a California
corporation (“Adviser”), and Pyramis Global Advisors, LLC, a Delaware limited
liability company (“Sub-Adviser”).
Whereas Adviser is the
investment adviser of the Wilshire Mutual Funds, Inc. (the “Fund”), an open-end
diversified, management investment company registered under the Investment
Company Act of 1940, as amended (“1940 Act”), currently consisting of six
separate series or portfolios (collectively, the “Fund Portfolios”) including
the Large Company Growth Portfolio, the Large Company Value Portfolio, the Small
Company Growth Portfolio, the Small Company Value Portfolio, the Wilshire 5000
Index Fund and the Wilshire Large Cap Core 130/30 Fund;
Whereas Adviser desires to
retain Sub-Adviser to furnish investment advisory services for the Fund
Portfolio(s) as described in Exhibit 1 – Fund Portfolio Listing, as may be
amended from time to time, and Sub-Adviser wishes to provide such services, upon
the terms and conditions set forth herein;
Now Therefore, in
consideration of the mutual covenants herein contained, the parties agree as
follows:
1. Appointment. Adviser
hereby appoints Sub-Adviser to provide certain sub-investment advisory services
to each Fund Portfolio for the period and on the terms set forth in this
Agreement. Sub-Adviser hereby accepts such appointment and agrees to
furnish the services set forth for the compensation herein
provided.
2. Sub-Adviser
Services. Subject always to the supervision of the Fund’s
Board of Directors and Adviser, Sub-Adviser will furnish an investment program
in respect of, and make investment decisions for, such portion of the assets of
each Fund Portfolio as Adviser shall from time to time designate (each a
“Portfolio Segment”). Sub-Adviser is authorized in its discretion and
without prior consultation with Adviser, to buy, sell (including sell short),
retain, and otherwise trade in any stocks, bonds and other securities and
investment instruments on behalf of each Portfolio Segment. In the
performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the
Fund and each Fund Portfolio and will monitor a Portfolio Segment’s investments,
and will comply with the provisions of the Fund’s Articles of Incorporation and
By-laws, as amended from time to time, and the stated investment objectives,
policies and restrictions of each Fund Portfolio as set forth in the prospectus
and Statement of Additional Information for each Fund Portfolio, as amended from
time to time, as well as any other objectives, policies or limitations as may be
provided by Adviser to Sub-Adviser in writing from time to time. All
of the preceding materials will be provided to Sub-Adviser by Adviser as may be
necessary from time to time.
Sub-Adviser
will provide reports at least quarterly to the Board of Directors and to
Adviser. Sub-Adviser will make its officers and employees available
to Adviser and the Board of Directors from time to time at reasonable times to
review investment policies of each Fund Portfolio with respect to each Portfolio
Segment and to consult with Adviser regarding the investment affairs of each
Portfolio Segment. Adviser will make available, or cause the Fund’s
custodian to make available, timely information to Sub-Adviser regarding such
matters as the composition of assets in the Portfolio Segment, cash requirements
and cash available for investment, and all other information as may be
reasonably necessary for Sub-Adviser to perform its duties under this
Agreement.
Sub-Adviser
agrees that it:
(a) will use
the same skill and care in providing such services as it uses in providing
services to fiduciary accounts for which it has investment
responsibilities;
(b)
is and
will continue to be a registered investment adviser for the term of this
Agreement;
(c) will
conform with all applicable provisions of the 1940 Act and applicable rules and
regulations of the Securities and Exchange Commission in all material respects
and in addition will conduct its activities under this Agreement in accordance
with any applicable laws and regulations of any governmental authority
pertaining to its investment advisory activities, including all portfolio
diversification requirements necessary for each Portfolio Segment to comply with
subchapter M of the Internal Revenue Code as if each were a regulated investment
company thereunder. Notwithstanding anything to the contrary herein
and without limiting the Sub-Adviser’s responsibilities to the Portfolio
hereunder, Adviser acknowledges that Sub-Adviser is not responsible for all
compliance matters regarding the Portfolio Segment, the Fund or for Adviser, and
does not have access to all of the Portfolio Segment’s or Fund’s books and
records necessary to perform certain compliance testing.
(d) is
authorized to and will select all other brokers or dealers that will execute the
purchases and sales of portfolio securities for each Portfolio Segment
(including brokers or dealers affiliated with Adviser or
Sub-Adviser). In making such selection, Sub-Adviser is directed to
use its best efforts to seek to obtain best execution, which includes most
favorable overall terms for execution of a Portfolio Segment’s orders, taking
into account all appropriate factors, including the financial responsibility and
execution capability, research and investment information, price, dealer spread
or commission, size and difficulty of the transaction and research or other
services provided. Adviser acknowledges that Sub-Adviser has a
clearing broker affiliate and Sub-Adviser is unable to prevent unaffiliated
broker/dealers from selecting this affiliate to clear trades. With
respect to transactions under sub-paragraph (c) or this sub-paragraph (d), it is
understood that Sub-Adviser will not be deemed to have acted unlawfully, or to
have breached a fiduciary duty to the Fund or in respect of any Fund Portfolio,
or be in breach of any obligation owing to the Fund or in respect of any Fund
Portfolio under this Agreement, or otherwise, solely by reason of its having
caused a Fund Portfolio to pay a member of a securities exchange, a broker or a
dealer a commission for effecting a securities transaction of a Fund Portfolio
in excess of the amount of commission another member of an exchange, broker or
dealer would have charged if Sub-Adviser determined in good faith that the
commission paid was reasonable in relation to the brokerage and research
services as defined in Section 28(e) of the Securities Exchange Act of 1934
provided by such member, broker, or dealer, viewed in terms of that particular
transaction or Sub-Adviser’s overall responsibilities with respect to its
accounts, including the Fund, as to which it exercises investment
discretion. The Adviser may, from time to time, engage other
sub-advisers to advise portions of a Fund Portfolio other than the Portfolio
Segment. Sub-Adviser agrees that it will not consult with any other
sub-adviser engaged by the Adviser with respect to transactions in securities or
other assets concerning a Fund Portfolio, except to the extent permitted by
certain exemptive rules under the 1940 Act that permit certain transactions with
a sub-adviser or its affiliates.
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(e) is hereby
authorized as the agent of the Fund to give instructions to the Fund’s custodian
as to deliveries of securities or other investments and payments of cash of each
Portfolio Segment for the account of each Portfolio Segment. The
assets of the Portfolio Segment will be maintained in the custody of the
custodian identified in, and in accordance with the terms and conditions of the
Fund’s Custody Agreement. Sub-Adviser shall have no liability for the
acts or omissions of the Fund’s custodian with the exception of acts or
omissions undertaken on behalf of the Fund by the Custodian in reasonable
reliance on Sub-Adviser’s authorized instructions.
(f) is
authorized to consider for investment by each Portfolio Segment securities that
may also be appropriate for other funds and/or clients served by
Sub-Adviser. To assure fair treatment of each Portfolio Segment and
all other clients of Sub-Adviser in situations in which two or more clients’
accounts participate simultaneously in a buy or sell program involving the same
security, such transactions will be allocated among each Portfolio Segment and
other clients in a manner deemed equitable by
Sub-Adviser. Sub-Adviser is authorized to aggregate purchase and sale
orders for securities held (or to be held) in each Portfolio Segment with
similar orders being made on the same day for other client accounts or
portfolios managed by Sub-Adviser but is under no obligation to do
so. When an order is so aggregated, the actual prices applicable to
the aggregated transaction will be averaged and each Portfolio Segment and each
other account or portfolio participating in the aggregated transaction will be
treated as having purchased or sold its portion of the securities at such
average price, and all transaction costs incurred in effecting the aggregated
transaction will be shared on a pro-rata basis among the accounts or portfolios
(including each Portfolio Segment) participating in the
transaction. Adviser and the Fund understand that Sub-Adviser may not
be able to aggregate transactions through brokers or dealers designated by
Adviser with transactions through brokers or dealers selected by Sub-Adviser, in
which event the prices paid or received by each Portfolio Segment will not be so
averaged and may be higher or lower than those paid or received by other
accounts or portfolios of Sub-Adviser;
(g) will
report regularly to Adviser and to the Board of Directors and will make
appropriate persons available for the purpose of reviewing with representatives
of Adviser and the Board of Directors on a regular basis at reasonable times the
management of each Portfolio Segment, including without limitation, review of
the general investment strategies of each Portfolio Segment, the performance of
each Portfolio Segment in relation to standard industry indices, interest rate
considerations and general conditions affecting the marketplace, and will
provide various other reports from time to time as reasonably requested by
Adviser;
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(h) will
prepare such books and records with respect to each Portfolio Segment’s
securities transactions as requested by Adviser and will furnish Adviser and the
Fund’s Board of Directors such periodic and special reports as the Board or
Adviser may reasonably request;
(i) will,
unless Adviser has given Sub-Adviser written instructions to the contrary thirty
(30) days in advance, vote all proxies with respect to securities in each
Portfolio Segment. Adviser will instruct the Fund’s custodian,
administrator and other parties providing services to the Portfolio Segment to
promptly forward any misdirected proxy materials to Sub-Adviser;
(j) shall
have the authority, at its discretion, to file proof of claim forms in
connection with any litigation or other proceeding based upon Sub-Adviser’s
records regarding any security held in the Portfolio Segment unless otherwise
limited herein. In determining whether to file proof of claim forms,
Sub-Adviser will use reasonable discretion;
(k) will act
upon reasonable instructions from Adviser which, in the reasonable determination
of Sub-Adviser, are not inconsistent with Sub-Adviser’s fiduciary duties under
this Agreement; and
(l)
may
perform its services through any employee, officer or individual agent of
Sub-Adviser, and Adviser and the Fund shall not be entitled to the advice,
recommendation or judgment of any specific person; provided, however, that
Sub-Adviser shall promptly notify Adviser of any change in the persons
identified in the Fund’s prospectus and Statement of Additional Information as
performing portfolio management duties described herein. Sub-Adviser
may, at its own expense, delegate any or all of its duties and responsibilities
under this Agreement to any affiliate, provided Sub-Adviser remains responsible
to the Adviser and the Fund for the performance of all of its responsibilities
and duties hereunder.
3. Expenses. During
the term of this Agreement, Sub-Adviser will provide the office space,
furnishings, equipment and personnel required to perform its activities under
this Agreement, and will pay all customary management expenses incurred by it in
connection with its activities under this Agreement, which shall not include the
cost of securities (including brokerage commissions, if any) purchased for each
Portfolio Segment. Sub-Adviser agrees to bear any Portfolio expenses
caused directly by future changes at Sub-Adviser which require an amendment of
the Fund’s prospectus or statement of additional information other than during
the Fund’s annual amendment to such documents, such as expenses including but
not limited to preparing, printing, and mailing to Portfolio shareholders of
information statements or stickers to or complete prospectuses or statements of
additional information.
4. Compensation. For
the services provided and the expenses assumed under this Agreement, Adviser
will pay Sub-Adviser, and Sub-Adviser agrees to accept as full compensation
therefor, a sub-advisory fee computed and paid as set forth in Exhibit 2 –
Fee Schedule.
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5. Other
Services. Sub-Adviser will for all purposes herein be deemed
to be an independent contractor its services provided under this Agreement are
not deemed to be exclusive and is free to render similar services to
others. Adviser understands and has advised the Fund’s Board of
Directors that Sub-Adviser may act as an investment adviser or sub-investment
adviser to other investment companies and other advisory
clients. Sub-Adviser will, unless otherwise expressly provided or
authorized hereunder, have no authority to act for or represent Adviser, the
Fund or a Portfolio Segment or otherwise be deemed an agent of Adviser, the Fund
or a Portfolio Segment. Notwithstanding the foregoing, Sub-Adviser
may execute account documentation, agreements, contracts and other documents
requested by brokers, dealers, counterparties and other persons in connection
with its management of the assets of the Portfolio Segment and direct payments
of cash, cash equivalents and securities and other property into such brokerage
accounts as Sub-Adviser deems desirable or appropriate, provided Sub-Adviser
receives the express agreement and consent of Adviser and/or Board of Directors
to execute futures account agreements, ISDA Master Agreements, credit facility
agreements and other documents related thereto, which consent shall not be
unreasonably withheld or delayed. In such respect, and only for this
limited purpose, Sub-Adviser shall act as the Portfolio Segment’s and the Fund’s
agent and attorney-in-fact. Sub-Adviser understands that during the
term of this Agreement Adviser may retain one or more other sub-advisers with
respect to any portion of the assets of a Fund other than each Portfolio
Segment.
6. Affiliated
Broker. Sub-Adviser or an affiliated person of Sub-Adviser may
act as broker for each Fund Portfolio in connection with the purchase or sale of
securities or other investments for each Portfolio Segment, subject to:
(a) the requirement that Sub-Adviser seek to obtain best execution as set
forth above; (b) the provisions of the Investment Advisers Act of 1940, as
amended (the “Advisers Act”); (c) the provisions of the Securities Exchange
Act of 1934, as amended; and (d) other applicable provisions of
law. Subject to the requirements of applicable law and any procedures
adopted by the Fund’s Board of Directors, Sub-Adviser or its affiliated persons
may receive brokerage commissions, fees or other remuneration from the Fund
Portfolio or the Fund for such services in addition to Sub-Adviser’s fees for
services under this Agreement.
7. Representations of
Sub-Adviser. Sub-Adviser is registered with the Securities and
Exchange Commission under the Advisers Act. Sub-Adviser shall remain
so registered throughout the term of this Agreement and shall notify Adviser
immediately if Sub-Adviser ceases to be so registered as an investment
adviser. Sub-Adviser: (a) is duly organized and
validly existing under the laws of the state of its organization with the power
to own and possess its assets and carry on its business as it is now being
conducted, (b) has the authority to enter into and perform the services
contemplated by this Agreement, (c) is not prohibited by the 1940 Act or
the Advisers Act from performing the services contemplated by this Agreement,
(d) has met, and will continue to seek to meet for the duration of this
Agreement, any other applicable federal or state requirements, and the
applicable requirements of any regulatory or industry self-regulatory agency,
necessary to be met in order to perform its services under this Agreement,
(e) will promptly notify Adviser of the occurrence of any event that would
disqualify it from serving as an investment adviser to an investment company
pursuant to Section 9(a) of the 1940 Act, and (f) will notify Adviser
of any change in control of Sub-Adviser within a reasonable time after such
change.
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8. Books and
Records. Sub-Adviser will maintain, in the form and for the
period required by Rule 31a-2 under the 1940 Act, all records relating to each
Portfolio Segment’s investments that are required to be maintained by the Fund
pursuant to the requirements of paragraphs (b)(5), (b)(6), (b)(7), (b)(9),
(b)(10) and (f) of Rule 31a-1 under the 1940 Act. Sub-Adviser
agrees that all books and records which it maintains for each Fund Portfolio or
the Fund are the property of the Fund and further agrees to surrender promptly
to the Adviser or the Fund any such books, records or information upon the
Adviser’s or the Fund’s request (provided, however, that Sub-Adviser may retain
copies of such records). All such books and records shall be made
available, within five business days of a written request, to the Fund’s
accountants or auditors during regular business hours at Sub-Adviser’s
offices. Adviser and the Fund or either of their authorized
representatives shall have the right to copy any records in the possession of
Sub-Adviser which pertain to each Fund Portfolio or the Fund. Such
books, records, information or reports shall be made available to properly
authorized government representatives consistent with state and federal law and
for regulations. In the event of the termination of this Agreement,
all such books, records or other information shall be returned to Adviser or the
Fund (provided, however, that Sub-Adviser may retain copies of such records as
required by law). Without limiting the foregoing obligation, Adviser
acknowledges that Sub-Adviser is not the keeper of the books and records for the
Fund.
9. Confidentiality.
(a) Each
party agrees that it will treat confidentially all information provided by any
other party to this Agreement (the “Discloser”) regarding the Discloser’s
businesses and operations and the investment activities or holdings of the
Portfolio Segment (collectively, the “Confidential Information”). All
Confidential Information provided by the Discloser shall be used only by the
other party hereto (the “Recipient”) solely for the purposes of rendering
services either pursuant to this Agreement or otherwise to the Fund and its
shareholders, and shall not be disclosed to any third party without the prior
consent of the Discloser, except for any party that controls or is under common
control with the Recipient and except for a limited number of employees,
attorneys, accountants and other advisers of the Recipient on a need-to-know
basis solely for the purposes of rendering services under this
Agreement. Notwithstanding the above, Sub-Adviser may disclose the
investment performance of each Portfolio Segment, provided that such disclosure
does not reveal the identity of Adviser, each Portfolio Segment or the Fund or
the composition of each Portfolio Segment. Sub-Adviser may disclose
that Adviser, the Fund and each Fund Portfolio are its clients; provided,
however, that Sub-Adviser will not advertise or market its relationship with
Adviser or the Fund or issue press releases regarding such relationships without
the express written prior consent of Adviser. Sub-Adviser may
disclose (i) the investment performance of each Portfolio Segment to Fund
officers and directors and other service providers of the Fund, and
(ii) any investment performance that is public information to any
person.
(b) Confidential
Information shall not include any information that: (i) is public when
provided or thereafter becomes public through no wrongful act of the Recipient;
(ii) is demonstrably known to the Recipient prior to execution of this
Agreement; (iii) is independently developed by the Recipient through no
wrongful act of the Recipient in the ordinary course of business outside of this
Agreement; (iv) is generally employed by the trade at the time that the
Recipient learns of such information or knowledge; or (v) has been
rightfully and lawfully obtained by the Recipient from any third
party.
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(c) In the
event that the Recipient is requested or required (by deposition,
interrogatories, requests for information or documents in legal proceedings,
subpoenas, civil investigative demand or similar process), in connection with
any proceeding, to disclose any confidential information regarding Discloser’s
business or operations, the Recipient will give the Discloser prompt written
notice of such request or requirement to allow the Discloser an opportunity to
obtain a protective order or otherwise obtain assurances that confidential
treatment will be accorded to such Confidential Information. In the
event that such protective order or other remedy is not obtained, disclosure
shall be made of only that portion of the Confidential Information that is
legally required to be disclosed. All Confidential Information
disclosed as required by law shall nonetheless continue to be deemed
Confidential Information.
(d) Without
limiting the foregoing, Adviser and the Fund acknowledge that the securities
holdings of the Portfolio Segment constitute information of value to
Sub-Adviser, and agree not to (i) use for any purpose, other than for
Adviser, the Fund or its shareholders, or their agents, and (ii) disclose
the Portfolio Segment’s holdings, except: (1) as required by applicable law
or regulation; (2) as required by state or federal regulatory authorities;
(3) to the Board of Directors, counsel to the Board of Directors, counsel
to the Fund, the administrator or any sub-administrator, the independent
accountants and any other agent of the Fund; (4) pursuant to the Fund’s
policies and procedures relating to the disclosure of such information; or
(5) as otherwise agreed to by the parties in writing. Further,
Adviser and the Fund agree that information supplied by Sub-Adviser, including
approved lists, internal procedures, compliance procedures and any board
materials, is valuable to Sub-Adviser, and Adviser and the Fund agree not to
disclose any of the information contained in such materials,
except: (i) as required by applicable law or regulation;
(ii) as required by state or federal regulatory authorities; (iii) to
the Board of Directors, counsel to the Board of Directors, counsel to the Fund,
the administrator or any sub-administrator of the Fund, the independent
accountants and any other agent of the Fund; or (iv) as otherwise agreed to
by the parties in writing.
10.
Code of
Ethics. Sub-Adviser has adopted a written code of ethics
complying with the requirements of Rule 17j-1 under the 1940 Act and will
provide Adviser and the Fund with a copy of such code. Within 35 days
of the end of each calendar quarter during which this Agreement remains in
effect, the chief compliance officer of Sub-Adviser shall certify to Adviser or
the Fund that Sub-Adviser has complied with the requirements of Rule 17j-1
during the previous quarter and that there have been no material violations of
Sub-Adviser’s code of ethics or, if any violation has occurred that is material
to the Fund, the nature of such violation and of the action taken in response to
such violation.
11.
Limitation of
Liability. Neither Sub-Adviser nor any of its affiliated
persons, partners, officers, stockholders, agents or employees shall have any
liability to Adviser, the Fund or any shareholder of the Fund for any error of
judgment, mistake of law, or loss arising out of any investment, or for any
other act or omission in the performance by Sub-Adviser of its duties hereunder,
except for liability resulting from willful misfeasance, bad faith, or gross
negligence on Sub-Adviser’s part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement,
except to the extent otherwise provided in Section 36(b) of the 1940 Act
concerning loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services. Nothing in this Agreement will
be deemed to waive any rights the Adviser, Portfolio Segment or Fund may have
against Sub-Adviser under federal or state securities laws, or against
Sub-Adviser for breach of its fiduciary duty under this
Agreement. Adviser agrees to indemnify and hold harmless Sub-Adviser
and any of its affiliated persons, partners, officers, stockholders, agents or
employees, or any other person performing functions for the Portfolio Segment at
the direction or request of Sub-Adviser in connection with Sub-Adviser’s
discharge of its obligations undertake on reasonably assumed with respect to
this Agreement, for any liability and expenses, including attorneys’ fees, which
may be sustained as a result of Adviser’s willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties under this Agreement or violation
of applicable law.
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Sub-Adviser
agrees to indemnify and defend Adviser, its officers, directors, employees and
any person who controls Adviser for any loss or expense (including reasonable
attorneys’ fees) arising out of or in connection with any claim, demand, action,
suit or proceeding relating to any actual or alleged material misstatement or
omission in the Fund’s registration statement, any proxy statement, or any
communication to current or prospective investors in each Fund Portfolio, made
by Sub-Adviser and provided to Adviser or the Fund by Sub-Adviser.
12. Term and
Termination. This Agreement shall become effective with
respect to the Portfolio Segment on January 27, 2010, and shall remain in
full force until August 31, 2011, unless sooner terminated as hereinafter
provided. This Agreement shall continue in force from year to year
thereafter with respect to each Fund Portfolio, but only as long as such
continuance is specifically approved for each Fund Portfolio at least annually
in the manner required by the 1940 Act and the rules and regulations thereunder;
provided, however, that if the continuation of this Agreement is not approved
for a Fund Portfolio, Sub-Adviser may continue to serve in such capacity for
such Fund Portfolio in the manner and to the extent permitted by the 1940 Act
and the rules and regulations thereunder.
This
Agreement shall terminate as follows:
(a) This
Agreement shall automatically terminate in the event of its assignment (as
defined in the 0000 Xxx) and may be terminated with respect to any Fund
Portfolio at any time without the payment of any penalty by Adviser or by
Sub-Adviser on sixty days written notice to the other party. This
Agreement may also be terminated by the Fund with respect to any Fund Portfolio
by action of the Board of Directors or by a vote of a majority of the
outstanding voting securities of such Fund Portfolio (as defined in the 0000
Xxx) on sixty days written notice to Sub-Adviser by the Fund.
(b) This
Agreement shall automatically terminate with respect to a Fund Portfolio in the
event the Investment Management Agreement between Adviser and the Fund with
respect to that Fund Portfolio is terminated, assigned or not
renewed.
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Termination
of this Agreement shall not affect the right of Sub-Adviser to receive payments
of any unpaid balance of the compensation described in Section 4 earned
prior to such termination.
13.
Notice. Any notice
under this Agreement by a party shall be in writing, addressed and delivered,
mailed postage prepaid, or sent by facsimile transmission or electronic mail
with confirmation of receipt, to the other party at such address as such other
party may designate in writing for the receipt of such notice.
14.
Limitations on
Liability. The obligations of the Fund entered into in the
name or on behalf thereof by any of its directors, representatives or agents are
made not individually but only in such capacities and are not binding upon any
of the directors, officers, or shareholders of the Fund individually but are
binding upon only the assets and property of the Fund, and persons dealing with
the Fund must look solely to the assets of the Fund and those assets belonging
to each Fund Portfolio for the enforcement of any claims.
15.
Adviser
Responsibility. Adviser will provide Sub-Adviser with copies
of the Fund’s Articles of Incorporation, By-laws, prospectus, and Statement of
Additional Information and any amendment thereto, and any objectives, policies
or limitations not appearing therein as they may be relevant to Sub-Adviser’s
performance under this Agreement; provided, however, that no changes or
modifications to the foregoing shall be binding on Sub-Adviser until it is
notified in writing thereof. During the term of this Agreement,
Adviser agrees to furnish to Sub-Adviser at its principal office all
prospectuses, proxy statements, and reports to shareholders prepared for
distribution to shareholders of the Fund or the public.
16.
No Investment Guarantee; Risk
Acknowledgment. Without limiting the obligations of the
Sub-Adviser hereunder, Sub-Adviser makes no representation or warranty, express
or implied, that any level of performance or investment results will be achieved
by the Portfolio Segment or the Fund, whether on a relative or absolute
basis. Adviser understands that investment decisions made for the
Portfolio Segment by Sub-Adviser are subject to various market, currency,
economic, political, business and structure risks and that those investment
decisions will not always be profitable.
17.
Use of Name.
(a) Sub-Adviser
hereby consents to the use of its name and the names of its affiliates in the
Fund’s disclosure documents, shareholder communications, advertising, sales
literature and similar communications. Sub-Adviser shall not use the
name or any tradename, trademark, trade device, service xxxx, symbol or any
abbreviation, contraction or simulation thereof of Adviser, the Fund or any of
their affiliates in its marketing materials unless it first receives prior
written approval of the Fund and Adviser.
(b) It is
understood that the name of each party to this Agreement, and any derivatives
thereof or logos associated with that name, is the valuable property of the
party in question and its affiliates, and that each other party has the right to
use such names pursuant to the relationship created by, and in accordance with
the terms of, this Agreement only so long as this Agreement shall continue in
effect. Upon termination of this Agreement, the parties shall
forthwith cease to use the names of the other parties (or any derivative or
logo) as appropriate and to the extent that continued use is not required by
applicable laws, rules and regulations.
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18.
Miscellaneous. This
Agreement sets forth the entire understanding of the parties with respect to the
subject matter hereof and may be amended only by written consent of both
parties. The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. If any provision of
this Agreement is held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement will not be affected
thereby. This Agreement will be binding upon and shall inure to the
benefit of the parties and their respective successors.
19.
Applicable
Law. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of California.
Adviser
and Sub-Adviser have caused this Agreement to be executed as of the date and
year first above written.
WILSHIRE
ASSOCIATES INCORPORATED
By:
/s/ Xxxxxxxx X.
Xxxxxxx
Title:
President
|
PYRAMIS
GLOBAL ADVISORS, LLC
By:
/s/Xxxxxxx
Xxxxxx
Title:
SVP, Chief
Financial Officer
|
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EXHIBIT 1
FUND
PORTFOLIO LISTING
Wilshire
Large Cap Core 130/30 Fund
11
EXHIBIT 2
FEE
SCHEDULE
Adviser
shall pay Sub-Adviser, promptly after receipt by Adviser of its advisory fee
from the Fund with respect to each Fund Portfolio each calendar month during the
term of this Agreement, a fee based on the average daily net assets of each
Portfolio Segment, at the following annual rates:
All
Assets: _____
Sub-Adviser’s
fee shall be accrued daily at 1/365th of the annual rate set forth
above. For the purpose of accruing compensation, the net assets of
each Portfolio Segment will be determined in the manner and on the dates set
forth in the current prospectus of the Fund with respect to each Fund Portfolio
and, on days on which the net assets are not so determined, the net asset value
computation to be used will be as determined on the immediately preceding day on
which the net assets were determined. Upon the termination of this
Agreement, all compensation due through the date of termination will be
calculated on a pro-rata basis through the date of termination and paid within
thirty business days of the date of termination.
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