AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Exhibit
6(r)
AMENDMENT
TO INVESTMENT SUB-ADVISORY AGREEMENT
THIS
AMENDMENT, dated as of ________, 2007, amends the Investment Sub-Advisory
Agreement dated August 8, 2006 (the “Agreement”) by and between Wilshire
Associates Incorporated (the “Adviser”) and PanAngora Asset
Management, Inc., a registered investment adviser (the
“Sub-Adviser”).
WHEREAS,
the parties desire to amend the Agreement to incorporate Rule 12d3-1(c)(3) under
the Investment Company Act of 1940 which permits Sub-Adviser to engage in
certain transactions with portfolio affiliates; and
WHEREAS,
the parties also desire to amend the Agreement to require Sub-Adviser to obtain
consent from Adviser prior to advertising or marketing its relationship with
Adviser or the Fund (as defined in the Agreement).
NOW
THEREFORE, the parties agree, and the Agreement is hereby modified, as
follows:
1. Sub-paragraph
(d) of Section 2 of the Agreement shall be amended by adding the following at
the end of such sub-paragraph:
The
Adviser may, from time to time, engage other sub-advisers to advise portions of
a Fund Portfolio other than the Portfolio Segment. The 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.
2. Section 8
of the Agreement shall be amended by revising the second paragraph of such
Section to read as follows:
Sub-Adviser
agrees that it will not disclose or use any records or confidential information
obtained pursuant to this Agreement in any manner whatsoever except as
authorized in this Agreement or in writing by Adviser or the Fund, or if such
disclosure is required by federal or state regulatory
authorities. Sub-Adviser may disclose the investment performance of
each Portfolio Segment, provided that such disclosure does not reveal the
identity of Adviser, each Fund Portfolio or the Fund or the composition of each
Portfolio Segment. Sub-Adviser may, however, 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. Notwithstanding the foregoing,
Sub-Adviser may disclose (i) the investment performance of each Portfolio
Segment to Fund officers and trustees and other service providers of the Fund,
and (ii) any investment performance that is public information to any
person.
3. Except to
the extent amended hereby, the Agreement shall remain in full force and
effect.
IN
WITNESS HEREOF, the undersigned have executed this Amendment as of the date and
year first above written.
WILSHIRE
ASSOCIATES INCORPORATED
By: _______________________
Name:
Title:
PanAngora
Asset Management, Inc.
By: _______________________
Name:
Title: