Fund Accounting, Financial and Regulatory Administration

EX-99.HI 4 dex99hi.htm FUND ACCOUNTING, FINANCIAL AND REGULATORY ADMINISTRATION Fund Accounting, Financial and Regulatory Administration

Exhibit 99(h)(i)

FUND ACCOUNTING, FINANCIAL AND REGULATORY ADMINISTRATION

AND TRANSFER AGENCY SERVICES AGREEMENT

THIS SERVICES AGREEMENT (the “Agreement”) is made as of June 27, 2005 by and between PFPC INC., a Massachusetts corporation (“PFPC”), and WILSHIRE VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Fund”).

BACKGROUND:

A.	The Fund is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

Wilshire Variable Insurance Trust and PFPC were parties to a Transfer Agency, Regulatory Administration Services, and Fund Administration Agreement dated as of October 1, 2004, which has terminated as of the date of this Agreement (the “2004 Agreement,” and together with the 1999 Agreement, the “Superseded Agreements”).

The Fund wishes to continue to retain PFPC to provide fund accounting and administration, regulatory administration and transfer agent services to its investment portfolios listed on Exhibit A attached hereto and made a part hereof (each a “Portfolio” and collectively, the “Portfolios”), as such Exhibit A may be amended from time to time, and PFPC wishes to continue to furnish such services.

The Fund desires that PFPC use the Fair Value Prices (as defined in Section 2 below) that are provided by a third-party pricing vendor selected by the Fund from time to time (“Pricing Vendor”) in connection with certain foreign equity securities, and subject to the terms of this Agreement, PFPC is willing to receive and use such Fair Value Prices from the Pricing Vendor.

E.	This Background section and all of the Exhibits to this Agreement are hereby incorporated by reference in and made a part of this Agreement.

TERMS:

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Definitions. As used in this Agreement:

(a)	“1933 Act” means the Securities Act of 1933, as amended.

(b)	“1934 Act” means the Securities Exchange Act of 1934, as amended.

(c)	“1940 Act” shall mean the Investment Company Act of 1940 and the rules and regulations promulgated thereunder, all as amended from time to time.

(d)

“Authorized Person” means any officer of the Fund and any other person duly authorized by the Fund's Board of Trustees to give Oral Instructions and Written Instructions on behalf of the Fund. An Authorized Person's scope of authority may be limited by setting forth such limitation in a written document signed by both parties hereto.

(e)	“CEA” means the Commodities Exchange Act, as amended.

(f)	“Class” shall mean each separate series of shares offered under a portfolio of the Fund.

(g)

“Oral Instructions” mean oral instructions received by PFPC from an Authorized Person or from a person reasonably believed by PFPC to be an Authorized Person. PFPC may, in its sole discretion in each separate instance, consider and rely upon instructions it receives from an Authorized Person via electronic mail as Oral Instructions.

(h)	“Portfolio” shall mean each separate series of shares offered by the Fund representing interests in separate portfolios of securities and other assets.

(i)	“NSCC” shall mean the National Securities Clearing Corporation, a subsidiary of the Depository Trust & Clearing Corporation, and the systems they offer to mutual funds including but not limited to, Fund/SERV, Networking, ACATS, Mutual Fund Profile, DCC&S, Commission Settlement, Fund/SPEED and TORA.

(f)	“SEC” means the Securities and Exchange Commission.

(g)	“Securities Laws” mean the 1933 Act, the 1934 Act, the 1940 Act and the CEA.

(h)	“Shares” mean the shares of beneficial interest of any Portfolio or Class of the Fund.

(i)

“Written Instructions” mean (i) written instructions signed by an Authorized Person and received by PFPC or (ii) trade instructions transmitted (and received by PFPC) by means of the NSCC or an electronic transaction reporting system access to which requires use of a password or other authorized identifier. The instructions may be delivered by hand, mail, electronic mail, telex or facsimile sending device.

2. Appointment. The Fund hereby appoints PFPC to serve as transfer agent, registrar, dividend disbursing agent and shareholder servicing agent to the Fund with respect to the Portfolio(s) and Class(es) specifically identified on Exhibit A hereto in accordance with the terms set forth in this Agreement. The Fund also hereby appoints PFPC to provide fund accounting, financial and regulatory administration services to it with respect to all of the Portfolios in accordance with the terms set forth in this Agreement. PFPC accepts such appointments and agrees to furnish such services; provided that PFPC need not perform a particular service for the Fund (or a particular Portfolio) if such service is then-currently not required by applicable law or as agreed upon by the parties to this Agreement.

The Fund and PFPC have entered into an agreement with the Pricing Vendor (“FT Interactive Data Corp.) for the Pricing Vendor to provide fair value prices (“Fair Value Prices”) to PFPC for each foreign equity security that is primarily traded on a foreign exchange or market (“foreign equity securities”) for each of the Portfolios. The Fund will notify PFPC in writing if it desires to select a different Pricing Vendor, and the parties will work together in good faith to determine, as between the Fund and PFPC, (i) whether additional compensation to PFPC is necessary in light of the new Pricing Vendor, and (ii) if applicable, the terms and fees of such additional compensation. The parties further agree that at no time will PFPC be required to perform the fair valuation services if the Fund selects a Pricing Vendor for which PFPC does not then-currently have in effect all necessary (i) contractual arrangements and (ii) interconnectivity.

Unless the Fund directs PFPC otherwise by Written Instructions, the Fund hereby authorizes and instructs PFPC to: (a) receive from the Pricing Vendor Fair Value Prices (in a format reasonably required by PFPC) for each of the Portfolios and (b) use such Fair Value Prices that PFPC receives (by a mutually-agreed time, currently 6:00 Eastern time) in all relevant calculations (e.g., NAV, etc.) for the Portfolios. If such Fair Value Prices are received by PFPC after such mutually-agreed time, the prices of foreign equity securities will be determined in accordance with Funds’ current security valuation procedures adopted by the Board of Trustees (excluding methodologies that contemplate use of fair value pricing adjustments from a pricing vendor).

The Fund shall provide PFPC with at least ten (10) business day’s written notice of any change to the list of Portfolios. The Fund agrees not to use or permit the use of Fair Value Prices for the benefit of any investment vehicle not then currently identified as a Portfolio.

The Fund understands and agrees that PFPC will not be able to employ its standard review process to the Fair Value Prices and that PFPC shall have no obligation to inquire into, verify, or otherwise analyze the accuracy or reasonableness of any of the Fair Value Prices it receives. The Fund hereby assumes all responsibility for verifying the accuracy and reasonableness of the Fair Value Prices and the appropriateness of the Fund’s use of Fair Value Prices, regardless of any efforts of PFPC in this respect. The Fund hereby represents and warrants that the investment adviser’s Pricing Committee and the Fund’s Valuation Committee (the “Pricing Committee”) has evaluated and approved the use of the Pricing Vendor’s Fair Value Prices for each of the Portfolios and believes such use to be consistent with (a) the Fund’s Valuation Procedures and (b) the registration statement(s) of the Portfolios. The Fund acknowledges that security-specific fair value determinations must be made by the Fund and/or the Pricing Committee and/or the Valuation Committee, and are not made by PFPC.

3. Compliance with Rules and Regulations. PFPC undertakes to comply with all applicable requirements of the Securities Laws and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by PFPC hereunder. Except as specifically set forth herein, PFPC assumes no responsibility for such compliance by the Fund or any other entity.

4. Instructions.

(a)	Unless otherwise provided in this Agreement, PFPC shall act only upon Oral Instructions or Written Instructions.

(b)

PFPC shall be entitled to rely upon any Oral Instruction or Written Instruction it receives from an Authorized Person (or from a person reasonably believed by PFPC to be an Authorized Person) pursuant to this Agreement. PFPC may assume that any Oral Instruction or Written Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents or this Agreement or of any vote, resolution or proceeding of the Fund's Board of Trustees or of the Fund's shareholders, unless and until PFPC receives Written Instructions to the contrary.

(c)

The Fund agrees to forward to PFPC Written Instructions confirming Oral Instructions so that PFPC receives the Written Instructions by the close of business on the same day that such Oral Instructions are received. The fact that such confirming Written Instructions are not received by PFPC or differ from the Oral Instructions shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions or PFPC's ability to rely upon such Oral Instructions.

5. Right to Receive Advice.

(a)	Advice of the Fund. If PFPC is in doubt as to any action it should or should not take, PFPC may request directions or advice, including Oral Instructions or Written Instructions, from the Fund.

(b)	Advice of Counsel. If PFPC shall be in doubt as to any question of law pertaining to any action it should or should not take, PFPC may request advice from counsel of its own choosing (who may be counsel for the Fund, the Fund's investment adviser or PFPC, at the option of PFPC).

(c)	Conflicting Advice. In the event of a conflict between directions or advice or Oral Instructions or Written Instructions PFPC receives from the Fund, and the advice it receives from counsel, PFPC may rely upon and follow the advice of counsel.

(d)

Protection of PFPC. PFPC shall be indemnified by the Fund and without liability for any action PFPC takes or does not take in reliance upon directions or advice or Oral Instructions or Written Instructions PFPC receives from or on behalf of the Fund or from counsel and which PFPC believes, in good faith, to be consistent with those directions or advice or Oral Instructions or Written Instructions. Nothing in this section shall be construed so as to impose an obligation upon PFPC (i) to seek such directions or advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions or advice or Oral Instructions or Written Instructions.

6. Records; Visits. The books and records pertaining to the Fund, which are in the possession or under the control of PFPC, shall be the property of that Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable Securities Laws, rules and regulations. A Fund and Authorized Persons shall have access to the

Fund’s books and records at all times during PFPC’s normal business hours. Upon the reasonable request of the Fund, copies of any such books and records shall be provided by PFPC to the Fund or to an Authorized Person, at the Fund’s expense.

7. Confidentiality.

(a)	The parties shall keep confidential any information relating to another party's business (“Confidential Information”). Confidential Information shall include:

(i)

any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Fund or PFPC, their respective subsidiaries and affiliated companies and the customers, clients and suppliers of any of them;

(ii)

any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Fund or PFPC a competitive advantage over its competitors;

(iii)

all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and

(iv)

anything designated as confidential.

(b)	Notwithstanding the foregoing, information shall not be subject to such confidentiality obligations if it:

(i)

is already known to the receiving party at the time it is obtained;

(ii)

is or becomes publicly known or available through no wrongful act of the receiving party;

(iii)

is rightfully received from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality;

(iv)

is released by the protected party to a third party without restriction;

(v)

is required to be disclosed by the receiving party pursuant to a requirement of a court order, subpoena, governmental or regulatory agency or law (provided the receiving party will provide the other party written notice of such requirement, to the extent such notice is permitted);

(vi)

is relevant to the defense of any claim or cause of action asserted against the receiving party; or

(vii)

has been or is independently developed or obtained by the receiving party.

8. Cooperation with Accountants. PFPC shall cooperate with the Fund’s independent public accountants and shall take all reasonable actions in the performance of its obligations under this Agreement to ensure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Fund.

9. PFPC System. PFPC shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights utilized by PFPC in connection with the services provided by PFPC to the Fund. Notwithstanding the foregoing, the parties acknowledge the Fund shall retain all ownership rights in Fund data which resides on the PFPC System.

10. Disaster Recovery. PFPC shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, PFPC shall, at no additional expense to the Fund, take reasonable steps to minimize service interruptions. PFPC shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by PFPC's own willful misfeasance, bad faith, negligence or reckless disregard of its duties or obligations under this Agreement.

11. Compensation.

(a)

As compensation for services rendered by PFPC during the term of this Agreement, the Fund will pay to PFPC a fee or fees as may be agreed to from time to time in writing by the Fund and PFPC. The Fund acknowledges that PFPC may receive float benefits and/or investment earnings in connection with maintaining certain accounts required to provide services under this Agreement.

(b)

The undersigned hereby represents and warrants to PFPC that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to PFPC or to the adviser or sponsor to the Fund in connection with this Agreement, which may include but are not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by PFPC to such adviser or sponsor or any affiliate of the Fund relating to the Agreement have been fully disclosed to the Board of Trustees of the Fund and that, if required by applicable law, the Board of Trustees has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits.

12. Indemnification. The Fund agrees to indemnify, defend and hold harmless PFPC and its affiliates, including their respective officers, directors, agents and employees, from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under the Securities Laws and any state and foreign securities and blue sky laws) arising directly or indirectly from any action or omission to act which PFPC takes in connection with the provision of services to the Fund. Neither PFPC, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such

liability) caused by PFPC’s or its affiliates’ own willful misfeasance, bad faith, negligence or reckless disregard in the performance of PFPC’s activities under this Agreement, provided that in the absence of a finding to the contrary the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been the result of PFPC’s or its affiliates own willful misfeasance, bad faith, negligence or reckless disregard of such duties and obligations under this Agreement. The provisions of this Section 12 shall survive termination of this Agreement.

13. Responsibility of PFPC.

(a)

PFPC shall be under no duty to take any action hereunder on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in a written amendment hereto. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder and to act in good faith in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC’s failure to perform its duties under this Agreement to the extent such damages arise out of PFPC’s willful misfeasance, bad faith, negligence or reckless disregard of such duties.

(b)

Notwithstanding anything in this Agreement to the contrary, (i) PFPC shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and

(ii) PFPC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information which PFPC reasonably believes to be genuine.

(c)

Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC nor its affiliates shall be liable for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates and (ii) PFPC’s cumulative liability to the Fund for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the fees received by PFPC for services provided hereunder during the 12 months immediately prior to the date of such loss or damage.

(d)	No party may assert a cause of action against PFPC or any of its affiliates more than 12 months after signing of the audit opinion of the Fund for the financial year during which facts are known to the Fund that should have alerted it that a basis for such cause of action might exist.

(e)	The parties shall have a duty to mitigate damages for which the other party may become responsible.

(f)	The provisions of this Section 13 shall survive termination of this Agreement.

14. Description of Transfer Agency Services on a Continuous Basis.

(a)	Services Provided on an Ongoing Basis, If Applicable. PFPC shall, if applicable:

(i)

Maintain shareholder registrations;

(ii)

Direct payment processing of checks or wires;

(iii)

At the expense of the Fund, prepare and certify stockholder lists in conjunction with proxy solicitations;

(iv)

Prepare and mail to shareholders confirmation of activity;

(v)

Utilize existing toll-free lines for direct shareholder use, plus customer service staff for on-line inquiry response;

(vi)

At the expense of the Fund, provide periodic shareholder lists and statistics to the Fund;

(vii)

Prepare periodic mailing of year-end tax and statement information;

(viii)

Notify on a timely basis the accounting agent and custodian of fund activity;

(ix)

Perform other participating broker-dealer and/or shareholder services as may be agreed upon from time to time;

(x)

Accept and post daily Share purchases and redemptions;

(xi)

Accept, post and perform shareholder transfers; and

(xii)

Calculate 12b-1 payments, if applicable.

(b)	Purchase of Shares. PFPC shall issue and credit an account of an investor, in the manner described in the Fund's prospectus, once it receives:

(i)

A purchase order in completed proper form; and

(ii)

Payment in good order as described in the Fund’s then current prospectus.

(c)	Redemption of Shares. PFPC shall process requests to redeem Shares as follows:

(i)

All requests to transfer or redeem Shares and payment therefor shall be made in accordance with the Fund’s prospectus, when the shareholder tenders Shares in proper form, accompanied by such documents as PFPC reasonably may deem necessary.

(ii)

PFPC reserves the right to refuse to transfer or redeem Shares until it is satisfied

that the endorsement on the instructions is valid and genuine and that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to process transfers or redemptions which PFPC, in its good judgment, deems improper or unauthorized, or until it is reasonably satisfied that there is no basis to any claims adverse to such transfer or redemption.

(iii)

When Shares are redeemed, PFPC shall deliver to the Fund’s custodian (the “Custodian”) and the Fund or its designee a notification setting forth the number of Shares redeemed. Such redeemed Shares shall be reflected on appropriate accounts maintained by PFPC reflecting outstanding Shares of the Fund and Shares attributed to individual accounts.

(iv)

PFPC shall, upon receipt of the monies provided to it by the Custodian for the redemption of Shares, pay such monies as are received from the Custodian, all in accordance with the procedures established from time to time between PFPC and the Fund.

(v)

PFPC shall not process or affect any redemption requests with respect to Shares of the Fund after receipt by PFPC or its agent of notification of the suspension of the determination of the net asset value of the Fund.

(d)

Dividends and Distributions. Upon receipt of a resolution of the Fund's Board of Trustees authorizing the declaration and payment of dividends and distributions, PFPC shall issue dividends and distributions declared by the Fund in Shares, or, upon shareholder election, pay such dividends and distributions in cash, if provided for in the Fund's prospectus. Timely receipt shall mean at least two business days prior to the

record date for such dividend or distribution. Such issuance or payment, as well as payments upon redemption as described above, shall be made after deduction and payment of the required amount of funds to be withheld in accordance with any applicable tax laws or other laws, rules or regulations. In all cases, the ex-date and the payable date shall be the first business day after record date. PFPC shall mail to the Fund's shareholders such tax forms and other information, or permissible substitute notice, relating to dividends and distributions paid by the Fund as are required to be filed and mailed by applicable law, rule or regulation. PFPC shall prepare, maintain and file with the IRS and other appropriate taxing authorities reports relating to all dividends above a stipulated amount paid by the Fund to its shareholders as required by tax or other law, rule or regulation.

(e)	Shareholder Account Services.

(i)

PFPC may arrange, in accordance with the prospectus, for issuance of Shares obtained through:

•

Any pre-authorized check plan; and

•

Direct purchases through broker wire orders and checks.

(ii)

PFPC may arrange, in accordance with the prospectus, for a shareholder’s:

•

Exchange of Shares for shares of another fund with which the Fund has exchange privileges; and/or

•

Automatic redemption from an account where that shareholder participates in an automatic redemption plan.

(f)	Communications to Shareholders. Upon timely Written Instructions and at the expense of the Fund, PFPC shall mail all communications by the Fund to its shareholders, including: (i) Reports to shareholders;

(ii)

Confirmations of purchases and sales of Fund shares;

(iii)

Annual, monthly or quarterly statements;

(iv)

Dividend and distribution notices; and

(v)

Tax form information.

(g)	Records. PFPC shall maintain records of the accounts for each shareholder showing the following information:

(i)

Name, address and United States Tax Identification or Social Security number;

(ii)

Number and Class of Shares held and number and Class of Shares for which certificates, if any, have been issued, including certificate numbers and denominations;

(iii)

Historical information regarding the account of each shareholder, including dividends and distributions paid and the date and price for all transactions on a shareholder’s account;

(iv)

Any stop or restraining order placed against a shareholder’s account;

(v)

Any correspondence relating to the current maintenance of a shareholder’s account;

(vi)

Information with respect to withholdings; and

(vii)

Any information required in order for PFPC to perform any calculations required by this Agreement.

(h)

Shareholder Inspection of Stock Records. Upon a request from any Fund shareholder to inspect stock records, PFPC will notify the Fund and the Fund will issue instructions granting or denying each such request. Unless PFPC has acted contrary to the Fund's instructions, the Fund agrees to and does hereby release PFPC from any liability for refusal of permission for a particular shareholder to inspect the Fund’s stock records.

(i)	Withdrawal of Shares and Cancellation of Certificates. Upon receipt of Written Instructions, PFPC shall cancel outstanding certificates surrendered by the Fund to reduce the total amount of outstanding shares by the number of shares surrendered by the Fund.

(j)

Lost Shareholders. PFPC shall perform such services as are required in order to comply with rule 17Ad-17 of the 1934 Act (the “Lost Shareholder Rule”), including, but not limited to, those set forth below. PFPC may, in its sole discretion, use the services of a third party to perform some of or all such services.

(i)

documentation of search policies and procedures;

(ii)

execution of required searches;

(iii)

tracking results and maintaining data sufficient to comply with the Lost Shareholder Rule; and

(iv)

preparation and submission of data required under the Lost Shareholder Rule. Except as set forth above, PFPC shall have no responsibility for any escheatment services.

(k)	Print Mail. The Fund hereby engages PFPC as its exclusive print/mail service provider with respect to those items and for such fees as may be agreed to from time to time in writing by the Fund and PFPC.

(l)	Proxy Advantage. The Fund hereby engages PFPC as its exclusive proxy solicitation service provider with respect to those items and for such fees as may be agreed to from time to time in writing by the Fund and PFPC.

(m)

Retirement Plans. In connection with individual retirement account, simplified employee pension plan, rollover individual retirement plan, educational IRA and ROTH individual retirement account (each hereinafter referred to as an “IRA” and, collectively, the “IRAs”) within the meaning of Section 408 of the Internal Revenue Code of 1986, as amended (the “Code”) offered by the Fund for which contributions of the Fund’s shareholders (the “Participants”) in the IRAs are invested in shares of the Fund, PFPC shall provide the following administrative services in addition to those services described herein:

•

Establish a record of types and reasons for distributions (i.e., attainment of age 59-1/2, disability, death, return of excess contributions, etc.);

•

Record method of distribution requested and/or made;

•

Receive and process designation of the beneficiary forms;

•

Examine and process requests for direct transfers between custodians/trustees, transfer and pay over to the successor assets in the account and records pertaining thereto as requested;

•

Prepare any annual reports or returns required to be prepared and/or filed by a custodian of an IRA, including, but not limited to, an annual fair market value report, Forms 1099R and 5498 and file with the IRS and provide to Participant/IRA beneficiary; and

•

Perform applicable federal withholding and send Participants/IRA beneficiaries an annual TEFRA notice regarding required federal tax withholding.

Data Repository and Analytics Suite. PFPC shall provide to the Fund the data repository and analytics suite services as set forth on Exhibit Y attached hereto and made a part hereof, as such Exhibit Y may be amended from time to time. Persons who are Fund “Authorized Users” and may access PFPC’s data repository and analytics suite are set forth on Exhibit Z attached hereto and made a part hereof, as such Exhibit Z may be amended from time to time.

15. Description of Accounting Services on a Continuous Basis.

PFPC will perform the following accounting services with respect to each Portfolio:

(i)

Journalize investment, capital share and income and expense activities;

(ii)

Verify investment buy/sell trade tickets when received from the investment adviser for a Portfolio (the “Adviser”) or from one of the Portfolio’s sub-advisers;

(iii)

Maintain individual ledgers for investment securities;

(iv)

Maintain historical tax lots for each security;

(v)

Reconcile cash and investment balances of the Portfolio with the Fund’s custodian, and provide the Adviser with the beginning cash balance available for investment purposes;

(vi)

allocate daily capital stock activity to the Portfolio’s sub-advisors based on allocation instructions provided by the Adviser;

(vii)

calculate one daily trade in each Portfolio identified to PFPC as a “Balanced Fund” based on daily capital stock activity and then-current allocation variation tolerance;

(viii)

Post to and prepare the Statement of Assets and Liabilities and the Statement of Operations;

(ix)

Calculate various contractual expenses (e.g., advisory and custody fees);

(x)

Control all disbursements, authorize such disbursements and act as paying agent for such disbursements upon Written Instructions;

(xi)

Calculate capital gains and losses;

(xii)

Determine net income;

(xiii)

Obtain security market quotes from independent pricing services approved by the Adviser, or if such quotes are unavailable, then obtain such prices from the Adviser, and in either case calculate the market value of each Portfolio’s investments;

(xiv)

Transmit to or make available a copy of the daily portfolio valuation to the Adviser;

(xv)

Compute net asset value;

(xvi)

As appropriate, compute yields, total return, expense ratios, portfolio turnover rate, and, if required, portfolio average dollar-weighted maturity; and

(xvii)

Convert and maintain historical components of equity required to complete future net asset reports.

16. Description of Financial Administration Services on a Continuous Basis.

PFPC will perform the following financial administration services with respect to the Fund and/or each Portfolio, as applicable:

(i)

Supply various normal and customary Portfolio statistical data as requested on an ongoing basis;

(ii)

Prepare for execution and file each Portfolio’s Federal and state tax returns;

(iii)

Prepare the Fund’s quarterly, semi-annual and annual shareholder reports, Forms N-SAR, N-CSR, N-Q and 24f-2 filings and coordinate with the Fund’s financial printer its filing with the SEC;

(vi)

On a monthly basis, monitor each Portfolio’s status as a regulated investment company under Sub-chapter M of the Code;

(vii)

Provide the Adviser with access to PFPC’s automated compliance module to allow for the Adviser to monitor each Portfolio’s compliance with the 1940 Act and with disclosure included in its prospectuses and statements of additional information;

(viii)

Prepare monthly expense budgets in accordance with Fund management specifications and monitor the expense accruals and notify Fund management of any proposed adjustments;

(ix)

Monitor indices and halted securities and communicate those issues that trigger the potential for security fair valuation in accordance with fair value pricing procedures established by the Fund’s Board of Trustees.

(x)

Provide employees or officers to serve as Assistant Treasurer of the Fund;

(xi)

Complete and file the Fund’s excise returns (Form 8613) and corporate tax return (1120-RIC) after review and approval by the Fund’s independent auditors; and

(xii)

Complete any necessary recharacterization of distributions for Form 1099-DIV.

17. Description of Regulatory Administration Services on a Continuous Basis.

PFPC will perform the following regulatory administration services with respect to each Portfolio:

(i)

Prepare and coordinate with the Fund’s counsel, the annual Post-Effective Amendment to the Fund’s Registration Statement, and coordinate with the Fund’s financial printer to make such filings with the SEC;

(ii)

Assist in obtaining the fidelity bond and directors’ and officers’/errors and omissions insurance policies for the Fund in accordance with the requirements of Rules 17g-1 and 17d-1 (d) (7) under the 1940 Act as such bond and policies are approved by the Fund’s Board of Trustees;

(iii)

Coordinate the filing of the Fund’s fidelity bond with the SEC and monitor the Fund’s assets on a monthly basis to assure adequate fidelity bond coverage is maintained;

(iv)

Draft notices, agendas and resolutions for quarterly Board meetings:

(v)

Coordinate the preparation, assembly and mailing of quarterly Board materials;

(vi)

Attend quarterly Board meetings (and make presentations at such meetings as appropriate) and draft minutes of such meetings;

(vii)

Maintain a calendar for the Fund that shall list various SEC filing and Board approval deadlines;

(viii)

Provide compliance policies and procedures for fund accounting and administration and transfer agency services, summary procedures thereof and a related annual certification letter;

(ix)

If mutually agreed in writing, provide additional compliance support services, which may include one or more of the following services:

•

Load the Fund’s and the Fund’s service providers’ policies and procedures onto PFPC’s Compliance Fund Library;

•

Assist in preparing chief compliance officer’s annual written report;

•

Present PFPC’s compliance policies and procedures to the Fund’s Board and respond to questions related thereto;

•

Meet on a quarterly basis with the Fund’s chief compliance officer;

•

Provide written regulatory updates on a quarterly basis to the Fund’s chief compliance officer;

•

Assist in regulatory/compliance training of portfolio managers and advisory personnel; and

•

Prepare a customized report of PFPC’s adherence to PFPC’s compliance policies.

(x)

Maintain the Fund’s files;

(xi)

Assist in monitoring regulatory developments which may affect the Fund; and

(xii)

Assist the Fund in the handling of SEC examinations.

All regulatory services are subject to the review and approval of Fund counsel.

18. Key Personnel.

With respect to the PFPC Personnel set forth in Exhibit B (the “Key Personnel”), the Parties agree as follows:

PFPC’s client relationship and fund accounting team assigned to the performance of this Agreement will be managed by the Key Personnel. Before replacing or reassigning Key Personnel, PFPC will (1) notify the Fund of the proposed replacement or reassignment, (2) provide the Fund with any information regarding the reasons of such proposed replacement or reassignment as may be reasonably requested by the Fund, and (3) consider in good faith input or recommendations from the Fund regarding such proposed replacement or reassignment.

Upon reasonable grounds, the Fund may by written notice to PFPC (“Replacement Notice”), require PFPC to replace any Key Personnel or replacements of Key Personnel for the reasons stated in the notice and after receipt of such notice, PFPC will have five business days in which to investigate the matters stated in the notice, discuss its findings with the Fund and resolve any problems with the Key Personnel or replacement. If, following that period the Fund, in good faith, continues to require replacement of the Key Personnel or replacement, PFPC will replace that person, as soon as practicable, with another person of suitable ability and qualifications. The Fund will not unreasonably withhold, delay or condition its approval of a replacement

of any Key Personnel. The Fund does not have the right to require termination of any person’s employment or contract with PFPC.

If the Fund and PFPC are unable to mutually agree on an appropriate replacement of Key Personnel within sixty (60) days from the date PFPC received the Replacement Notice, the Fund may terminate this Agreement by providing PFPC with written notice of termination (the “Termination Notice”); such termination shall become effective on a date (the “Termination Date”) which is the later of (i) the date set forth in the Termination Notice or (ii) thirty (30) days after the date the Termination Notice is received by PFPC. The intent of this provision is solely to permit the Fund to terminate this Agreement pursuant to this Section 18 for reasons directly related to changes in Key Personnel as the result of PFPC's failure to propose replacements of reasonably suitable ability and qualifications. For clarification, this provision is not intended to permit the Fund to terminate this Agreement for any other reason. If the Fund terminates this Agreement pursuant to this Section 18, the Fund shall be responsible for the payment of fees pursuant to this Agreement only for the period up to and including the Termination Date.

PFPC will conduct the replacement procedures for the Key Personnel in such a manner so as to seek to assure an orderly succession for Key Personnel who are replaced.

19. Privacy. The parties hereto acknowledge and agree that, subject to the reuse and re-disclosure provisions of Regulation S-P, 17 CFR Part 248.11, they shall not disclose the non-public personal information of investors in the Fund obtained under this Agreement, except as necessary to carry out the services set forth in this Agreement or as otherwise permitted by law or regulation.

20. Anti-Money Laundering.

To the extent the other provisions of this Agreement require PFPC to maintain and monitor accounts of investors in the Fund consistent with Securities Laws, PFPC shall perform reasonable actions necessary to help the Fund be in compliance with Section 352 of the USA PATRIOT Act, as follows: In this regard, PFPC shall: (a) establish and implement written internal policies, procedures and controls reasonably designed to help prevent the Fund from being used to launder money or finance terrorist activities; (b) provide for independent testing, by an employee who is not responsible for the operation of PFPC's AML program or by an outside party, for compliance with PFPC's established policies and procedures; (c) designate a person or persons responsible for implementing and monitoring the operation and internal controls of PFPC's AML program; and (d) provide ongoing training of PFPC personnel relating to the prevention of money-laundering activities. Upon the reasonable request of the Fund, PFPC shall provide to the Fund: (x) a copy of PFPC's written AML policies and procedures (it being understood such information is to be considered confidential and treated as such and afforded all protections provided to confidential information under this Agreement); (y) at the option of PFPC, a copy of a written assessment or report prepared by the party performing the independent testing for compliance, or a summary thereof, or a certification that the findings of the independent party are satisfactory; and (z) a summary of the AML training provided for appropriate personnel. PFPC agrees to permit inspections relating to its AML program by U.S. Federal departments or regulatory agencies with appropriate jurisdiction and to make available to examiners from such departments or regulatory agencies such information and records relating to its AML program as such examiners shall reasonably request. Without limiting or expanding the

foregoing, the parties agree the provisions herein do not apply to Section 326 of the USA PATRIOT Act (or other sections other than Section 352) or regulations promulgated thereunder.

b.	CIP Services. To help the Fund comply with its Customer Identification Program (which the Fund is required to have under regulations issued under Section 326 of the USA PATRIOT Act) PFPC will do the following:

(a)

Implement procedures under which new accounts in the Fund are not established unless PFPC has obtained the name, date of birth (for natural persons only), address and government-issued identification number (collectively, the “Data Elements”) for each corresponding Customer (as defined in 31 CFR 103.131).

(b)

Use collected Data Elements to attempt to reasonably verify the identity of each new Customer promptly before or after each corresponding new account is opened. Methods may consist of non-documentary methods (for which PFPC may use unaffiliated information vendors to assist with such verifications) and documentary methods (as permitted by 31 CFR 103.131), and may include procedures under which PFPC personnel perform enhanced due diligence to verify the identities of Customers the identities of whom were not successfully verified through the first-level (which will typically be reliance on results obtained from an information vendor) verification process(es).

(c)

Record the Data Elements and maintain records relating to verification of new Customers consistent with 31 CFR 103.131(b)(3).

(d)

Regularly report to the Fund about measures taken under (a)-(c) above.

(e)

If PFPC provides services by which prospective Customers may subscribe for shares in the Fund via the Internet or telephone, work with the Fund to notify prospective Customers, consistent with 31 CFR 103.(b)(5), about the Fund’s CIP.

Notwithstanding anything to the contrary, and without expanding the scope of the express language above, PFPC need not collect the Data Elements for (or verify) prospective customers (or accounts) beyond the requirements of relevant regulation (for example, PFPC will not verify customers opening accounts through NSCC) and PFPC need not perform any task that need not be performed for the Fund to be in compliance with relevant regulation.

21. Duration and Termination.

(a)	This Agreement shall be effective on the date first written above and unless terminated pursuant to its terms shall continue until June 30, 2008 (the “Initial Term”).

(b)

Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive terms of one (1) year (“Renewal Terms”) each, unless the Fund or PFPC provides written notice to the other of its intent not to renew. Such notice must be received not less than ninety (90) days prior to the expiration of the Initial Term or the then current Renewal Term.

(c)	In the event of termination, all expenses associated with movement of records and materials and conversion thereof to a successor transfer agent will be borne by the Fund and paid to PFPC prior to any such conversion.

(d)

If a party hereto is guilty of a material failure to perform its duties and obligations hereunder (a “Defaulting Party”) the other party (the “Non-Defaulting Party”) may give written notice thereof to the Defaulting Party, and if such material breach shall not have been remedied within thirty (30) days after such written notice is given, then the Non-Defaulting Party may terminate this Agreement by giving thirty (30) days written notice of such termination to the Defaulting Party. In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against the Defaulting Party.

(e)	Notwithstanding anything contained in this Agreement to the contrary, should a merger, acquisition, change in control, re-structuring, re-organization or any other decision involving the Fund or any affiliate (as defined under the 1940 Act) of the Fund result in

the Fund’s desire to cease to use PFPC as the provider of any of the services set forth hereunder in favor of another service provider prior to the expiration of the then current Initial or Renewal Term, PFPC shall make a good faith effort to facilitate a conversion of services to the Fund’s successor service provider, however, there can be no guarantee that PFPC will be able to facilitate such a conversion of services on the conversion date requested by the Fund. In connection with the foregoing and prior to such conversion to the successor service provider, the payment of all fees to PFPC as set forth herein shall be accelerated to a date prior to the conversion or termination of services and calculated as if the services had remained with PFPC until the expiration of the then current Initial or Renewal Term and calculated at the asset and/or Shareholder account levels, as the case may be, on the date notice of termination was given to PFPC.

22. Notices. Notices shall be addressed (a) if to PFPC, at 301 Bellevue Parkway, Wilmington, Delaware 19809, Attention: President; (b) if to the Fund, at 1299 Ocean Avenue, Suite 700, Santa Monica, CA 90401, Attention: Funds Management Group or (c) if to neither of the foregoing, at such other address as shall have been given by like notice to the sender of any such notice or other communication by the other party. If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to have been given immediately. If notice is sent by first-class mail, it shall be deemed to have been given three days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered.

23. Amendments. This Agreement, or any term thereof, may be changed or waived only by a written amendment, signed by the party against whom enforcement of such change or waiver is sought.

24. Delegation; Assignment. PFPC may assign its rights and delegate its duties hereunder to any majority-owned direct or indirect subsidiary of PFPC or of The PNC Financial Services Group, Inc., provided that PFPC gives the Fund 30 days prior written notice of such assignment or delegation.

25. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

26. Further Actions. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

27. Names. The name “Wilshire Variable Insurance Trust” refers to the trust created and the trustees, as trustees but not individually or personally, acting from time to time under a Declaration of Trust dated November 7, 1996, as amended, which is hereby referred to and a copy of which is on file at the principal office of this Fund. The trustees, officers, employees and agents of this Fund shall not personally be bound by or liable under any written obligation, contract, instrument, certificate or other interest or undertaking of this Fund made by the trustees or by any officer, employee or agent of this Fund, in his or her capacity as such, nor shall resort be had to their private property for the satisfaction of any obligation or claim thereunder. All persons dealing with any series or class of shares of the Fund may enforce claims against this Fund only against the assets belonging to such series or class.

28. Miscellaneous.

(a)

Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated duties.

(b)	No Legal Advice. Notwithstanding any provision hereof, the services of PFPC are not, nor shall they be, construed as constituting legal advice or the provision of legal services for or on behalf of the Fund, the Portfolios or any other person.

(c)

No Changes that Materially Affect Obligations. Notwithstanding anything in this Agreement to the contrary, the Fund agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of PFPC hereunder without the prior written approval of PFPC, which approval shall not be unreasonably withheld or delayed.

(d)	Captions. 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.

(e)	Information. The Fund will provide such information and documentation as PFPC may reasonably request in connection with services provided by PFPC to the Fund.

(f)	Governing Law. This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law, without regard to principles of conflicts of law.

(g)	Partial Invalidity. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

(h)	Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

(i)	No Representations or Warranties. Except as expressly provided in this Agreement, PFPC hereby disclaims all representations and warranties, express or implied, made to the

Fund or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. PFPC disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

(j)	Facsimile Signatures. The facsimile signature of any party to this Agreement shall constitute the valid and binding execution hereof by such party.

(k)

Customer Identification Program Notice. To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003. Certain of PFPC’s affiliates are financial institutions, and PFPC may, as a matter of policy, request (or may have already requested) the Fund’s name, address and taxpayer identification number or other government-issued identification number, and, if such party is a natural person, that party’s date of birth. PFPC may also ask (and may have already asked) for additional identifying information, and PFPC may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.


PFPC INC.

By:		/s/ Neal J. Andrews

Name:		Neal J. Andrews

Title:		Senior Vice President

WILSHIRE VARIABLE INSURANCE TRUST

By:		/s/ Lawrence Davanzo

Name:		Lawrence Davanzo

Title:		Senior Managing Director

EXHIBIT A

THIS EXHIBIT A, dated as of June 27, 2005, is Exhibit A to that certain Fund Accounting, Financial and Regulatory Administration and Transfer Agency Services Agreement dated as of June 27, 2005, between PFPC Inc. and Wilshire Variable Insurance Trust.

WILSHIRE VARIABLE INSURANCE TRUST

PORTFOLIOS

Balanced Fund

Equity Fund

Income Fund

International Equity Fund

Short-Term Investment Fund

Small Cap Growth Fund

Socially Responsible Fund

[Remainder of Page Intentionally Left Blank]

EXHIBIT B

Key Personnel

Susan A. Harrison

Andrew J. McNally

[Remainder of Page Intentionally Left Blank]

EXHIBIT Y

Data Repository and Analytics Suite

1.	PFPC Services. PFPC will:

(a)

Provide Internet access to PFPC’s data repository and analytics suite at www.pfpcdatapath.com or other site operated by PFPC (the “Site”) for Fund portfolio data otherwise supplied by PFPC to Fund service providers via other electronic and manual methods. Types of information to be provided on the Site include: (i) data relating to portfolio securities, (ii) general ledger balances and (iii) net asset value-related data, including NAV and net asset, distribution and yield detail (collectively, the “Accounting Services”).

(b)

Supply each of the Authorized Users, as specified on Exhibit Z, with a logon ID and Password;

(c)

Provide to Authorized Users access to the information listed in subsection (a) above using standard inquiry tools and reports. With respect to the Accounting Services, Authorized Users will be able to modify standard inquiries to develop user-defined inquiry tools; however, PFPC will review computer costs for running user-defined inquiries and may assess surcharges for those requiring excessive hardware resources. In addition, costs for developing custom reports or enhancements are not included in the fees set forth below and will be billed separately.

(d)

Utilize a form of encryption that is generally available to the public in the U.S. for standard Internet browsers and establish, monitor and verify firewalls and other security features (commercially reasonable for this type of information and these types of users) and exercise commercially reasonable efforts to attempt to maintain the security and integrity of the Site; and

(e)

Monitor the telephone lines involved in providing the Accounting Services and inform the Fund promptly of any malfunctions or service interruptions.

2.	Duties of the Fund and the Users. The Fund and the Users (to the extent applicable) will:

(a)

Provide and maintain a web browser supporting Secure Sockets Layer 128-bit encryption; and

(b)

Keep logon IDs and passwords confidential and notify PFPC immediately in the event that a logon ID or password is lost, stolen or if you have reason to believe that the logon ID and password are being used by an unauthorized person.

3.	Standard of Care; Limitations of Liability.

(a)

Notwithstanding anything to the contrary contained in this Exhibit or any other part of the Agreement, PFPC shall be liable for direct damages incurred by the Fund which arise out of PFPC’s failure to perform its duties and obligations described in this Exhibit only to the extent such damages constitute willful misfeasance, bad faith, negligence or reckless disregard.

(b)

The Fund acknowledges that the Internet is an “open,” publicly accessible network and not under the control of any party. PFPC’s provision of Accounting Services is dependent upon the proper functioning of the Internet and services provided by telecommunications carriers, firewall providers, encryption system developers and others. The Fund agrees that PFPC shall not be liable in any respect for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by such party or its affiliates) or of any third parties involved in the Accounting Services and shall not be liable in any respect for the selection of any such third party, unless that selection constitutes a breach of PFPC’s standard of care above.

(c)

Without limiting the generality of the foregoing or any other provisions of this Exhibit or the Agreement, PFPC shall not be liable for delays or failures to perform any of the Accounting Services or errors or loss of data occurring by reason of circumstances beyond such party’s control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrections, war, riots or failure of the mails, transportation, communication or power supply, functions or malfunctions of the Internet or telecommunications services, firewalls, encryption systems or security devices caused by any of the above, or laws or regulations imposed after the date of this Exhibit.

4.	Duration, Termination and Changes to Terms.

(a)

PFPC shall have the right at any time to provide notice of changes to the terms described in this Exhibit. Such changes will become effective and bind the parties hereto after sixty (60) days from the date PFPC notifies the Fund of such changes, unless the Fund terminates this Exhibit pursuant hereto or the parties agree otherwise at such time.

(b)

Either party may terminate this Exhibit upon sixty (60) days’ prior written notice to the other.

5.	Miscellaneous. In the event of a conflict between specific terms of this Exhibit and the balance of the Agreement, this Exhibit shall control as to the Accounting Services.

EXHIBIT Z

Data Repository and Analytics Suite Authorized Users

The following individuals shall be Fund Authorized Users to access PFPC’s data repository and analytics suite:


Name	Company or Firm	Signature
__________________________	__________________________	__________________________

__________________________	__________________________	__________________________

__________________________	__________________________	__________________________

__________________________	__________________________	__________________________

__________________________	__________________________	__________________________

__________________________	__________________________	__________________________