0001398344-08-000206 Sample Contracts

UNDERLYING MANAGER AGREEMENT
Underlying Manager Agreement • July 1st, 2008 • Wilshire Mutual Funds Inc • California

This Underlying Manager Agreement (“Agreement”) is made as of the________ day of _________, 2008 by and between Wilshire Associates Incorporated, a California corporation (“Adviser”), MAXAM Capital Management LLC, a Delaware limited liability company (“Sub-Adviser”) and NCM Capital Management Group, Inc., a registered investment adviser (“Underlying Manager”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • July 1st, 2008 • Wilshire Mutual Funds Inc • Pennsylvania

THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made as of this 30th day of May, 2008 (the “Effective Date”) between Wilshire Mutual Funds, Inc. (the “Company”), a Maryland corporation, and SEI Investments Distribution Co. (“Distributor”), a Pennsylvania corporation.

Wilshire Associates Incorporated
Investment Advisory Agreement • July 1st, 2008 • Wilshire Mutual Funds Inc
ADMINISTRATION AGREEMENT
Administration Agreement • July 1st, 2008 • Wilshire Mutual Funds Inc • Delaware

THIS ADMINISTRATION AGREEMENT (this “Agreement”) is made as of the 30th day of May, 2008 (the “Effective Date”), by and between Wilshire Mutual Funds, Inc., a Maryland corporation (“Company”), and SEI Investments Global Funds Services, a statutory trust formed under the laws of the State of Delaware (the “Administrator”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 1st, 2008 • Wilshire Mutual Funds Inc

EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective as of ____________, 2008 by and between Wilshire Associates Incorporated, a California corporation (the “Advisor”) and Wilshire Mutual Funds, Inc. (the “Company”), on behalf of the Wilshire/MAXAM Diversity Fund (the “Fund”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • July 1st, 2008 • Wilshire Mutual Funds Inc • California

This Investment Sub-Advisory Agreement (“Agreement”) is made as of the________ day of _________, 2008 by and between Wilshire Associates Incorporated, a California corporation (“Adviser”), and MAXAM Capital Management LLC, a registered investment adviser (“Sub-Adviser”).

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