fp0001304_485apos.htm

Prospectus

May 1, 2010

WILSHIRE

VARIABLE INSURANCE TRUST

Equity Fund

Balanced Fund

Income Fund

Small Cap Growth Fund

International Equity Fund

Socially Responsible Fund

Shares of Wilshire Variable Insurance Trust are sold only as the underlying

investment for variable annuity contracts issued by insurance companies.

Wilshire Variable Insurance Trust

1299 Ocean Avenue, Suite 700

Santa Monica, CA 90401

The Securities and Exchange Commission has not approved or disapproved these securities or passed

upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

Page

FUND SUMMARIES	1
Equity Fund	1
Balanced Fund	5
Income Fund	9
Small Cap Growth Fund	13
International Equity Fund	17
Socially Responsible Fund	21
Tax Information	25
Financial Intermediary Compensation	25
FUND DETAILS	26
MORE ABOUT RISKS	35
TYPES OF INVESTMENTS	38
MANAGEMENT	42
DISTRIBUTION AND SHAREHOLDER SERVICES PLAN	51
PURCHASES AND REDEMPTIONS	51
Redemption of Equity Fund Shares by Existing Public Shareholders	52
Systematic Cash Withdrawal Plan	52
Customer Identification Program	53
Short-Term and Excessive Trading	53
DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAXES	54
FINANCIAL HIGHLIGHTS	55
OTHER INFORMATION	61
Public Shareholder Communications	61
Shareholder Inquiries	61
Voting Rights	62
Additional Information	62

FUND SUMMARIES

Equity Fund

Investment Objective

The Equity Fund seeks long-term capital growth. As a secondary objective, the Equity Fund seeks conservation of principal and production of income.

Fees and Expenses of the Equity Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Equity Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):


Management Fees	0.70%
Distribution and Service (12b-1) Fees	0.25%
Other Expenses	%
Total Annual Fund Operating Expenses	%

Example: This example is intended to help you compare the cost of investing in the Equity Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Equity Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year	3 Years	5 Years	10 Years
$	$	$	$

Portfolio Turnover

The Equity Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Equity Fund’s performance. During the most recent fiscal year, the Equity Fund’s portfolio turnover rate was __% of the average value of its portfolio.

Principal Investment Strategies

The Equity Fund invests, under normal circumstances, at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities. The Equity Fund ordinarily invests in common stocks of domestic companies and in other affiliated and non affiliated equity investment companies, including the Wilshire Large Cap Core 130/30 Fund (the “130/30 Fund”). The operating companies in which the Equity Fund invests vary in size and operating history, they may or may not be listed on a stock exchange and they may be in any industry. On average, the Equity Fund will have a value-bias, generally exhibiting an average price to earnings ratio lower than, and an average dividend yield higher than, that of the market as measured by the S&P 500 Index. The Equity Fund may also invest in preferred stocks. Additionally, up to 10% of the Equity Fund’s assets may be invested in U.S. dollar-denominated securities of foreign issuers, including common stock, preferred stock, convertible securities and American Depositary Receipts. Included within the definition of “domestic companies” are companies that are not incorporated in the U.S. but have one or more of the following attributes: principal place of business in the U.S.; substantial portion of income derived from activities in the U.S.; equity securities traded on a major U.S. stock exchange or included in a recognized index of U.S. stocks; or financial statements that comply with U.S. accounting standards. Thus, securities of such issuers are not subject to the 10% limitation on securities of foreign issuers.

Principal Risks

You may lose money by investing in the Equity Fund. In addition, investing in the Equity Fund involves the following principal risks:

Equity Risk. The principal risk of investing in the Equity Fund is equity risk. This is the risk that the prices of stocks held by the Equity Fund will change due to general market and economic conditions, perceptions regarding the industries in which the companies participate, and each company’s particular circumstances. Equity investments, including common stocks, tend to be more volatile than bonds and money market instruments. The value of the Equity Fund’s shares will go up and down due to movement in the collective returns of the individual securities held by the Equity Fund. Because common stocks are subordinate to preferred stocks in a company’s capital structure, in a company liquidation, the claims of secured and unsecured creditors and owners of bonds and preferred stocks take precedence over the claims of common stock shareholders.

Market Risk. For equity securities, stock market movements will affect the Equity Fund’s share price on a daily basis. Declines in value are possible because of declines in the stock market in general or because of a decline in the specific securities held by the Equity Fund. There is also the possibility that the price of the security will fall because the market perceives that there is or will be a deterioration in the fundamental value of the issuer or poor earnings performance by the issuer. Market risk may affect a single company, industry, sector or the market as a whole. For debt securities, the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the bond market as a whole.

By investing in the Equity Fund, an investor also assumes the same type of risks, either indirectly or directly, as investing in the 130/30 Fund. For the 130/30 Fund, such risks include “Equity Risk” as described above, and the following other risks:

Multi-Managed Fund Risk. The 130/30 Fund is a multi-managed fund with multiple sub-advisers who employ different strategies. As a result, the 130/30 Fund may have buy and sell transactions in the same security on the same day. In addition, at any given time, the 130/30 Fund may have long and short positions in the same security.

Short Sale Risk. Short sales involve costs and risk. If a security sold short increases in price, the 130/30 Fund may need to cover its short position at a higher price than the short sale price, resulting in a loss. The 130/30 Fund will have substantial short positions and must borrow those securities to make delivery to the buyer. The 130/30 Fund may not be able to borrow a security that it needs to deliver or it may not be able to close out a short position at an acceptable price and may need to sell related long positions before it had intended to do so. As a result, the 130/30 Fund may not be able to successfully implement its short sale strategy due to the limited availability of desired securities or for other reasons.

More information about risks, including additional risk facts or not discussed above, is included in “More About Risks” and the Equity Fund’s Statement of Additional Information.

Past Performance

The information below provides an illustration of how the Equity Fund’s performance has varied over time. The bar chart and table provide some indication of the risks of investing in the Equity Fund by showing the changes in the Equity Fund’s investment performance from year to year during the periods indicated and by showing how the average annual total returns for the periods indicated compare with a broad-based securities market index. The total return figures do not reflect expenses that apply to the separate account or related annuity contracts. The inclusion of these charges would reduce the total return figures for all periods shown. The Equity Fund’s past investment performance does not necessarily indicate how it will perform in the future.

Calendar Year Returns

During the periods shown in the bar chart, the highest return for a quarter was _____% (quarter ended __-__-__) and the lowest return for a quarter was ____% (quarter ended __-__-__).

Average Annual Total Returns

(periods ended December 31, 2009)

	1 Year	5 years	10 years
Equity Fund
S&P 500 Index* (reflects no deduction for fees, expenses or taxes)

*	The S&P 500 Index is an unmanaged index that is generally considered to be representative of the U.S. equity market.

Management

Adviser

Wilshire Associates Incorporated

Sub-Advisers and Portfolio Managers

Madison Square Investors, LLC (“Madison Square”)

Harvey Fram, CFA, Managing Director of Madison Square and Portfolio Manager of the Equity Fund. Mr. Fram has served as Portfolio Manager since [_____].

Migene Kim, CFA, Portfolio Manager for the core equity team of Madison Square and Portfolio Manager of the Equity Fund. Ms. Kim has served as Portfolio Manager since [_____].

Mona Patni, Portfolio Manager for the core equity team of Madison Square and Portfolio Manager of the Equity Fund. Ms. Patni has served as Portfolio Manager since [_____].

Victory Capital Management Inc. (“Victory”)

Lawrence G. Babin, CFA, Chief Investment Officer, Diversified Equity Senior Portfolio Manager and Senior Managing Director of Victory and Portfolio Manager of the Equity Fund. Mr. Babin has served as Portfolio Manager since [_____].

Paul D. Danes, CFA, Senior Portfolio Manager, Senior Managing Director of Victory and Portfolio Manager of the Equity Fund. Mr. Danes has served as Portfolio Manager since [_____].

Carolyn M. Rains, CFA, Portfolio Manager, Managing Director of Victory and Portfolio Manager of the Equity Fund. Ms. Rains has served as Portfolio Manager since [_____].

Bradley S. Norton, CPA, CFA, Equity Research Analyst, Director of Victory and Portfolio Manager of the Equity Fund. Mr. Norton has served as Portfolio Manager since [_____].

Martin L. Shagrin, Portfolio Specialist, Equity Research Analyst and Managing Director of Victory and Portfolio Manager of the Equity Fund. Mr. Shagrin has served as Portfolio Manager since [_____].

For important information about tax information and financial intermediary compensation, please

turn to “Tax Information” and “Financial Intermediary Compensation” on page __.

Balanced Fund

Investment Objective

The Balanced Fund seeks to realize a high long-term total rate of return consistent with prudent investment risks. Total rate of return consists of current income, which includes dividends, interest, discount accruals and capital appreciation.

Fees and Expenses of the Balanced Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Balanced Fund.

Annual Fund Operating Expenses* (expenses that you pay each year as a percentage of the value of your investment):

Management Fees	0.00%
Distribution and Service (12b-1) Fees	0.00%
Other Expenses	%
Acquired Fund Fees and Expenses (Underlying Investments)
Total Annual Fund Operating Expenses	%

_______________

The Balanced Fund’s shareholders indirectly bear, pro rata, the expenses of the Income Fund and 130/30 Fund. These indirect expenses are based on actual expense ratios for the Income Fund and 130/30 Fund. The Income Fund and 130/30 Fund’s fees and expenses are not reflected in the Balanced Fund’s expense ratio as shown in the Financial Highlights table of this prospectus.

Example: This example is intended to help you compare the cost of investing in the Balanced Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Balanced Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year	3 Years	5 Years	10 Years
$	$	$	$

Portfolio Turnover

The Balanced Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Balanced Fund’s performance. During the most recent fiscal year, the Balanced Fund’s portfolio turnover rate was __% of the average value of its portfolio.

Principal Investment Strategies

The Balanced Fund operates under a fund of funds structure. The Balanced Fund invests substantially all of its assets in the Income Fund and the 130/30 Fund. As a matter of investment policy, 30% to 50% of the value of its assets will be invested in the Income Fund and 0% to 55% of the value of its assets will be invested in the 130/30 Fund. Under normal circumstances, the Balanced Fund’s target asset mix is 55% equity securities and 55% fixed income securities. In addition, the Balanced Fund may invest in certain individual securities, including money market instruments and U.S. government securities.

For the Income Fund, the “Fund Summaries” section includes a description of the types of securities in which the Income Fund is permitted to invest.

For the 130/30 Fund, the following describes the types of securities in which the 130/30 Fund is permitted to invest:

The 130/30 Fund normally invests at least 85% of its net assets in large cap securities. Large cap securities include securities of those companies with market capitalizations consistent with the Russell 1000 Index—greater than approximately [$43] million as of _____ __, 2010.

The 130/30 Fund invests substantially all its assets in growth and value stocks of large cap companies.

Each Sub-Adviser will take long positions in securities it believes has the ability to outperform the Russell 1000 Index and will sell short securities it believes are likely to underperform.

The 130/30 Fund may, but is not required to, use derivatives, such as futures, options, forward contracts, swap agreements and ETFs, as an alternative to selling a security short, as a substitute for investing directly in an underlying asset, to increase returns, to manage foreign currency risk, or as part of a hedging strategy.

Principal Risks

You may lose money by investing in the Balanced Fund. In addition, by investing in the Balanced Fund, an investor assumes the same types of risks, either directly, or indirectly, as investing in the Income Fund and the 130/30 Fund. For the Income Fund, such risks are described in the “Fund Summaries” section for the Income Fund. For the 130/30 Fund, such risks are as follows:

Equity Risk. The principal risk of investing in the 130/30 Fund is equity risk. This is the risk that the prices of stocks held by the 130/30 Fund will change due to general market and economic conditions, perceptions regarding the industries in which the companies participate, and each company’s particular circumstances. Equity investments, including common stocks, tend to be more volatile than bonds and money market instruments. The value of the 130/30 Fund’s shares will go up and down due to movement in the collective returns of the individual securities held by the 130/30 Fund. Because common stocks are subordinate to preferred stocks in a company’s capital structure, in a company liquidation, the claims of secured and unsecured creditors and owners of bonds and preferred stocks take precedence over the claims of common stock shareholders.

More information about risks, including additional risk facts not discussed above, is included in “More About Risks” and the Balanced Fund’s Statement of Additional Information.

Past Performance

The information below provides an illustration of how the Balanced Fund’s performance has varied over time. The bar chart and table provide some indication of the risks of investing in the Balanced Fund by showing the changes in the Balanced Fund’s investment performance from year to year during the periods indicated and by showing how the average annual total returns for the periods indicated compare with a broad-based securities market indexes. The total return figures do not reflect expenses that apply to the separate account or related annuity contracts. The inclusion of these charges would reduce the total return figures for all periods shown. The Balanced Fund’s past investment performance does not necessarily indicate how it will perform in the future.

Calendar Year Returns

During the periods shown in the bar chart, the highest return for a quarter was _____% (quarter ended __-__-__) and the lowest return for a quarter was ____% (quarter ended __-__-__).

Average Annual Total Returns

(periods ended December 31, 2009)

	1 Year	5 years	10 years
Balanced Fund
S&P 500 Index* (reflects no deduction for fees, expenses or taxes)
Barclays Capital Aggregate Bond Index** (reflects no deduction for fees, expenses or taxes)
Stock/Bond Composite*** (reflects no deduction for fees, expenses or taxes)

_____________

*	The S&P 500 Index is an unmanaged index that is generally considered to be representative of the U.S. equity market.

**	The Barclays Capital Aggregate Bond Index is a market value-weighted index of investment grade fixed-rated debt issues, including government, corporate asset-backed and mortgage backed securities with a maturity of one year or more.

***	Fifty-five percent S&P 500 Index and forty-five percent Barclays Capital Aggregate Bond Index. (Prior to September 28, 2009, sixty percent S&P 500 Index and forty percent Barclays Capital Aggregate Bond Index.)

Management

Adviser

Wilshire Associates Incorporated

For important information about tax information and financial intermediary compensation, please

turn to “Tax Information” and “Financial Intermediary Compensation” on page __.

Income Fund

Investment Objective

The Income Fund seeks to achieve a long-term total rate of return in excess of the U.S. bond market over a full market cycle.

Fees and Expenses of the Income Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Income Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):

Management Fees	0.55%
Distribution and Service (12b-1) Fees	0.25%
Other Expenses	%
Total Annual Fund Operating Expenses	%

Example: This example is intended to help you compare the cost of investing in the Income Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Income Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year	3 Years	5 Years	10 Years
$	$	$	$

Portfolio Turnover

The Income Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Income Fund’s performance. During the most recent fiscal year, the Income Fund’s portfolio turnover rate was __% of the average value of its portfolio.

Principal Investment Strategies

The Income Fund invests, under normal circumstances, at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in fixed income securities. These securities are primarily U.S. investment grade fixed income securities, including government and corporate securities, agency mortgage pass-through securities and asset-backed securities.

Principal Risks

You may lose money by investing in the Income Fund. In addition, investing in the Income Fund involves the following principal risks:

Credit Risk. For debt securities, credit risk is the possibility that an issuer or counterparty to a contract will fail to make timely payments of interest or principal to a fund. The credit risk of the Income Fund depends on the credit quality of its underlying securities. In general, for debt securities, the lower the credit quality of a fund’s securities, the higher a fund’s risk, all other factors such as maturity being equal.

Interest Rate Risk. For debt securities, interest rate risk is the possibility that the price will fall because of changing interest rates. In general, debt securities’ prices rise or fall inversely to changes in interest rates. If interest rates rise, bond prices generally fall; if interest rates fall, bond prices generally rise. In addition, for a given change in interest rates, longer-maturity bonds fluctuate more in price (gaining or losing more in value) than shorter-maturity bonds.

Prepayment Risk. Mortgage-backed securities are subject to the risk of unanticipated prepayments of principal with respect to mortgages in the security’s underlying pool of assets. While principal prepayments are passed through to the holders of the securities, prepayments also reduce the future payments on such securities and may reduce their value. Mortgage-backed securities are subject to the risk that an unexpected rise in interest rates will extend the life of a mortgage-backed security beyond the expected prepayment time, typically reducing the security’s value. Mortgage-backed securities are subject to the risk that an unexpected decline in interest rates will contract the life of a mortgage-backed security, thereby affecting its prepayment schedule, which may affect the value of the security.

Reinvestment Risk. During periods of falling interest rates, a debt security with a high stated interest rate may be prepaid (or “called”) prior to its expected maturity date. If, during periods of falling interest rates, a debt security with a high stated interest rate is called, the unanticipated proceeds would likely be invested at lower interest rates, and a fund’s income or yield may decline. Call provisions, which may lead to reinvestment risk, are most common for intermediate- and long-term municipal, corporate and mortgage-backed securities. To the extent securities subject to call were acquired at a premium, the potential for appreciation in the event of a decline in interest rates may be limited and may even result in losses.

Turnover Risk. A fund that trades aggressively will experience high portfolio turnover and relatively high brokerage and other transaction costs. Such transaction costs may lower a fund’s effective investment return.

Portfolio Strategy Risk. The investment performance of the Income Fund is in part dependent upon a subadviser’s skill in making appropriate investments. To the extent that a fund’s investments differ from the portfolio represented by the benchmark, there exists the potential for volatility of the return of a fund relative to its index. As the industry and sector composition of the market or index changes over time, the implementation of a fund’s strategy can lead to substantial differences in the sector or industry allocation of a fund relative to the market or index.

More information about risks, including additional risk facts not discussed above, is included in “More About Risks” and the Income Fund’s Statement of Additional Information.

Past Performance

The information below provides an illustration of how the Income Fund’s performance has varied over time. The bar chart and table provide some indication of the risks of investing in the Income Fund by showing the changes in the Fund’s investment performance from year to year during the periods indicated and by showing how the average annual total returns for the periods indicated compare with a broad-based securities market index. The total return figures do not reflect expenses that apply to the separate account or related annuity contracts. The inclusion of these charges would reduce the total return figures for all periods shown. The Fund’s past investment performance does not necessarily indicate how it will perform in the future.

Calendar Year Returns

During the periods shown in the bar chart, the highest return for a quarter was _____% (quarter ended __-__-__) and the lowest return for a quarter was ____% (quarter ended __-__-__).

Average Annual Total Returns

(periods ended December 31, 2009)

	1 Year	5 years	10 years
Income Fund
Barclays Capital Aggregate Bond Index* (reflects no deduction for fees, expenses or taxes)

_____________

*	The Barclays Capital Aggregate Bond Index is a market value-weighted index of investment grade fixed-rated debt issues, including Government, corporate, asset-backed and mortgage-backed securities with a maturity of one year or more.

Management

Adviser

Wilshire Associates Incorporated

Sub-Advisers and Portfolio Managers

Western Asset Management Company (“Western Asset”) and Western Asset Management Company Limited ("WAML")

Stephen A. Walsh, Chief Investment Officer of Western Asset and Co- Lead Portfolio Manager of the Income Fund. Mr. Walsh has served as Portfolio Manager since [_____].

S. Kenneth Leech, Chief Investment Officer Emeritus of Western Asset and Co- Lead Portfolio Manager of the Income Fund. Mr. Leech has served as Portfolio Manager since [_____].

Edward A. Moody, Portfolio Manager of the Income Fund. Mr. Moody has served as Portfolio Manager since [_____].

Carl L. Eichstaedt, Portfolio Manager of the Income Fund. Mr. Eichstaedt has served as Portfolio Manager since [_____].

Mark Lindbloom, Portfolio Manager of the Income Fund. Mr. Lindbloom has served as Portfolio Manager since [_____].

Chris Diegelman, Portfolio Manager of the Income Fund. Mr. Diegelman has served as Portfolio Manager since [_____].

Michael C. Buchanan, Portfolio Manager of the Income Fund. Mr. Buchanan has served as Portfolio Manager since [_____].

Keith Gardner, Portfolio Manager of the Income Fund. Mr. Gardner has served as Portfolio Manager since [_____].

For important information about tax information and financial intermediary compensation, please

turn to “Tax Information” and “Financial Intermediary Compensation” on page __.

Small Cap Growth Fund

Investment Objective

The Small Cap Growth Fund seeks long-term capital appreciation.

Fees and Expenses of the Small Cap Growth Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Small Cap Growth Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):

Management Fees	1.15%
Distribution and Service (12b-1) Fees	0.25%
Other Expenses*	%
Total Annual Fund Operating Expenses**	%

_______________

“Other expenses” include the expenses of Acquired Funds in which the Fund invests of less than 0.01% of the Fund’s average net assets. The operating expenses in this fee table will not correlate to the expense ratio in the Fund’s financial statements (or the financial highlights in this prospectus) because the financial statements include only the direct operating expenses incurred by the Fund, not the indirect costs of investing in Acquired Funds.]

For the fiscal year ended December 31, 2009, Wilshire voluntarily waived ___% of its management fee for the Small Cap Growth Fund . After the waiver, actual net annual operating expenses, excluding Acquired Fund Fees and Expenses (“AFFE”), for the Small Cap Growth Fund for the fiscal year ended December 31, 2009 was ___%. Wilshire’s voluntary fee waiver is expected to continue until December 31, 2010 and may be terminated at any time.

Example: This example is intended to help you compare the cost of investing in the Small Cap Growth Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Small Cap Growth Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year	3 Years	5 Years	10 Years
$	$	$	$

Portfolio Turnover

The Small Cap Growth Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Small Cap Growth Fund’s performance. During the most recent fiscal year, the Small Cap Growth Fund’s portfolio turnover rate was __% of the average value of its portfolio.

Principal Investment Strategies

The Small Cap Growth Fund invests, under normal circumstances, at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in securities of small cap companies. The Small Cap Growth Fund ordinarily invests in small cap equity securities (less than $2.5 billion at the time of investment) which the subadvisers believe have earnings growth potential. A security would be considered by the subadvisers to have favorable and above-average earnings growth prospects if its growth rate estimates exceed the average for the Small Cap Growth Fund’s benchmark, the Russell 2000 Growth Index. The Russell 2000 Growth Index is composed of those securities in the Russell 2000 Index with a greater-than-average growth orientation. Securities in this index generally have higher price-to-book and price-to-earnings ratios than those in the Russell 2000 Value Index.

Principal Risks

You may lose money by investing in the Small Cap Growth Fund. In addition, investing in the Small Cap Growth Fund involves the following principal risks:

Small Cap Risk. Small-cap companies may lack the management experience, financial resources, product diversity and competitive strengths of larger companies, and may be traded less frequently. These companies may be in the developmental stage or may be older companies undergoing significant changes. Small-cap companies may also be subject to greater business risks and more sensitive to changes in economic conditions than larger more established companies. As a result, the prices of small-cap companies may rise and fall more sharply.

Equity Risk. A principal risk of investing in the Small Cap Growth Fund is equity risk. This is the risk that the prices of stocks held by the Small Cap Growth Fund will change due to general market and economic conditions, perceptions regarding the industries in which the companies participate, and each company’s particular circumstances. Equity investments, including common stocks, tend to be more volatile than bonds and money market instruments. The value of the Small Cap Growth Fund’s shares will go up and down due to movement in the collective returns of the individual securities held by the Small Cap Growth Fund. Because common stocks are subordinate to preferred stocks in a company’s capital structure, in a company liquidation, the claims of secured and unsecured creditors and owners of bonds and preferred stocks take precedence over the claims of common stock shareholders.

Investment Style Risk. During certain market conditions, a fund with a more specific investment style (such as value or growth) may perform less well than a fund that allows greater flexibility in the investment of assets.

Market Risk. For equity securities, stock market movements will affect the Small Cap Growth Fund’s share price on a daily basis. Declines in value are possible because of declines in the stock market in general or because of a decline in the specific securities held by the Small Cap Growth Fund. There is also the possibility that the price of the security will fall because the market perceives that there is or will be a deterioration in the fundamental value of the issuer or poor earnings performance by the issuer. Market risk may affect a single company, industry, sector or the market as a whole. For debt securities, the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the bond market as a whole.

Portfolio Strategy Risk. The investment performance of the Small Cap Growth Fund is in part dependent upon a subadviser’s skill in making appropriate investments. To the extent that the Small Cap Growth Fund’s investments differ from the portfolio represented by the benchmark, there exists the potential for volatility of the return of the Small Cap Growth Fund relative to its index. As the industry and sector composition of the market or index changes over time, the implementation of the Small Cap Growth Fund’s strategy can lead to substantial differences in the sector or industry allocation of the Small Cap Growth Fund relative to the market or index.

More information about risks, including additional risk facts not discussed above, is included in “More About Risks” and the Small Cap Growth Fund’s Statement of Additional Information.

Past Performance

The information below provides an illustration of how the Small Cap Growth Fund’s performance has varied over time. The bar chart and table provide some indication of the risks of investing in the Small Cap Growth Fund by showing the changes in the Fund’s investment performance from year to year during the periods indicated and by showing how the average annual total returns for the periods indicated compare with a broad-based securities market index. The total return figures do not reflect expenses that apply to the separate account or related annuity contracts. The inclusion of these charges would reduce the total return figures for all periods shown. The Small Cap Growth Fund’s past investment performance does not necessarily indicate how it will perform in the future.

Calendar Year Returns

During the periods shown in the bar chart, the highest return for a quarter was _____% (quarter ended __-__-__) and the lowest return for a quarter was ____% (quarter ended __-__-__).

Average Annual Total Returns

(periods ended December 31, 2009)

	1 Year	5 years	10 years
Small Cap Growth Fund
Russell 2000 Growth index* (reflects no deduction for fees, expenses or taxes)

_______________

*	The Russell 2000 Growth Index is an unmanaged securities index composed of those securities in the Russell 2000 Index with a greater-than-average growth orientation.

Management

Adviser

Wilshire Associates Incorporated

Sub-Advisers and Portfolio Managers

Copper Rock Capital Partners, LLC (“Copper Rock”)

Tucker Walsh, Chief Executive Officer and Head of Portfolio Management of Copper Rock and Portfolio Manager of the Small Cap Growth Fund. Mr. Walsh has served as Portfolio Manager since [_____].

Mellon Capital Management Corporation (“Mellon”)

Karen Q. Wong, Managing Director of Equity Index Strategies, West Coast with Mellon and Portfolio Manager of the Small Cap Growth Fund. Ms. Wong has served as Portfolio Manager since [_____].

Richard A. Brown, Director of Equity Portfolio Management with Mellon and Portfolio Manager of the Small Cap Growth Fund. Mr. Brown has served as Portfolio Manager since [_____].

Thomas J. Durante, Director, and Senior Portfolio Manager, Equity with Mellon and Portfolio Manager of the Small Cap Growth Fund. Mr. Durante has served as Portfolio Manager since [_____].

For important information about tax information and financial intermediary compensation, please

turn to “Tax Information” and “Financial Intermediary Compensation” on page __.

International Equity Fund

Investment Objective

The International Equity Fund seeks long-term growth of capital primarily through diversified holdings of marketable foreign equity investments.

Fees and Expenses of the International Equity Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the International Equity Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):

Management Fees	1.00%
Distribution and Service (12b-1) Fees	0.25%
Other Expenses	%
Acquired Fund Fees and Expenses (Underlying Investments)	%
Total Annual Fund Operating Expenses*	%

For the fiscal year ended December 31, 2009, Wilshire voluntarily waived ___% of its management fee for the International Equity Fund. After the waiver, actual net annual operating expenses, excluding Acquired Fund Fees and Expenses (“AFFE”), for the International Equity Fund for the fiscal year ended December 31, 2009 was ___%. Wilshire’s voluntary fee waiver is expected to continue until December 31, 2010 and may be terminated at any time.

Example: This example is intended to help you compare the cost of investing in the International Equity Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the International Equity Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year	3 Years	5 Years	10 Years
$	$	$	$

Portfolio Turnover

The International Equity Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the International Equity Fund’s performance. During the most recent fiscal year, the International Equity Fund’s portfolio turnover rate was __% of the average value of its portfolio.

Principal Investment Strategies

The International Equity Fund invests, under normal circumstances, at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities. The International Equity Fund invests in companies, wherever organized, which do business primarily outside the United States. The International Equity Fund intends to diversify investments among several countries and to have represented in its holdings business activities in not less than three different countries. The International Equity Fund invests primarily in equity securities of established companies that the subadvisers believe have favorable characteristics and that are listed on foreign exchanges. The International Equity Fund may also invest in fixed-income securities of foreign governments and companies.

Principal Risks

You may lose money by investing in the International Equity Fund. In addition, investing in the International Equity Fund involves the following principal risks:

Foreign Investment Risk. Foreign investments often involve risks such as political instability, differences in financial reporting standards and less stringent regulation of securities markets. These risks are magnified in less-established, emerging markets.

Equity Risk. A principal risk of investing in the International Equity Fund is equity risk. This is the risk that the prices of stocks held by the International Equity Fund will change due to general market and economic conditions, perceptions regarding the industries in which the companies participate, and each company’s particular circumstances. Equity investments, including common stocks, tend to be more volatile than bonds and money market instruments. The value of the International Equity Fund’s shares will go up and down due to movement in the collective returns of the individual securities held by the International Equity Fund. Because common stocks are subordinate to preferred stocks in a company’s capital structure, in a company liquidation, the claims of secured and unsecured creditors and owners of bonds and preferred stocks take precedence over the claims of common stock shareholders.

Currency Risk. Non-U.S. dollar-denominated securities are subject to fluctuations in the exchange rates between the U.S. dollar and foreign currencies which may negatively affect an investment. Adverse changes in exchange rates may erode or reverse any gains produced by foreign currency denominated investments, and may widen any losses.

Market Risk. For equity securities, stock market movements will affect the International Equity Fund’s share price on a daily basis. Declines in value are possible because of declines in the stock market in general or because of a decline in the specific securities held by the International Equity Fund. There is also the possibility that the price of the security will fall because the market perceives that there is or will be a deterioration in the fundamental value of the issuer or poor earnings performance by the issuer. Market risk may affect a single company, industry, sector or the market as a whole. For debt securities, the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the bond market as a whole.

Portfolio Strategy Risk. The investment performance of the International Equity Fund is in part dependent upon a subadviser’s skill in making appropriate investments. To the extent that the International Equity Fund’s investments differ from the portfolio represented by the benchmark, there exists the potential for volatility of the return of the International Equity Fund relative to its index. As the industry and sector composition of the market or index changes over time, the implementation of the International Equity Fund’s strategy can lead to substantial differences in the sector or industry allocation of the International Equity Fund relative to the market or index.

More information about risks, including additional risk facts not discussed above, is included in “More About Risks” and the International Equity Fund’s Statement of Additional Information.

Past Performance

The information below provides an illustration of how the International Equity Fund’s performance has varied over time. The bar chart and table provide some indication of the risks of investing in the International Equity Fund by showing the changes in the Fund’s investment performance from year to year during the periods indicated and by showing how the average annual total returns for the periods indicated compare with a broad-based securities market index. The total return figures do not reflect expenses that apply to the separate account or related annuity contracts. The inclusion of these charges would reduce the total return figures for all periods shown. The International Equity Fund’s past investment performance does not necessarily indicate how it will perform in the future.

Calendar Year Returns

During the periods shown in the bar chart, the highest return for a quarter was _____% (quarter ended __-__-__) and the lowest return for a quarter was ____% (quarter ended __-__-__).

Average Annual Total Returns

(periods ended December 31, 2009)

	1 Year	5 years	10 years
International Equity Fund
MSCI EAFE Index* (reflects no deduction for fees, expenses or taxes)

_______________

*	The Morgan Stanley Capital International (“MSCI”) Europe, Australia, Far East (“EAFE”) Index is an unmanaged capitalization-weighted measure of stock markets in Europe, Australia and the Far East.

Management

Adviser

Wilshire Associates Incorporated

Sub-Advisers and Portfolio Managers

PanAgora Asset Management, Inc. (“PanAgora”)

William Zink, Portfolio Manager of the International Equity Fund. Mr. Zink has served as Portfolio Manager since [_____].

Melanie Batstone, Portfolio Manager of the International Equity Fund. Ms. Batstone has served as Portfolio Manager since [_____].

Randall Yarlas, Portfolio Manager of the International Equity Fund. Mr. Yarlas has served as Portfolio Manager since [_____].

Anthony Troilo, Portfolio Manager of the International Equity Fund. Mr. Troilo has served as Portfolio Manager since [_____].

Thomas White International, Ltd. (“Thomas White”)

Thomas S. White, Jr., Co-Founder, President and Chief Investment Officer of Thomas White and Portfolio Manager of the International Equity Fund. Mr. White has served as Portfolio Manager since [_____].

Douglas M. Jackman, CFA, Executive Vice President and Senior Research Officer of Thomas White and Portfolio Manager of the International Equity Fund. Mr. Jackman has served as Portfolio Manager since [_____].

Wei Li, Ph.D, CFA, Executive Vice President and Research Officer of Thomas White and Portfolio Manager of the International Equity Fund. Dr. Li has served as Portfolio Manager since [_____].

Jinwen Zhang, Ph.D, CFA, Senior Vice President and Research Officer of Thomas White and Portfolio Manager of the International Equity Fund. Dr. Zhang has served as Portfolio Manager since [_____].

For important information about tax information and financial intermediary compensation, please

turn to “Tax Information” and “Financial Intermediary Compensation” on page __.

Socially Responsible Fund

Investment Objective

The Socially Responsible Fund seeks long-term growth of capital, current income and growth of income.

Fees and Expenses of the Socially Responsible Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Socially Responsible Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment):

Management Fees	0.85%
Distribution and Service (12b-1) Fees	0.25%
Other Expenses	%
Total Annual Fund Operating Expenses	%

Example: This example is intended to help you compare the cost of investing in the Socially Responsible Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Socially Responsible Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year	3 Years	5 Years	10 Years
$	$	$	$

Portfolio Turnover

The Socially Responsible Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Socially Responsible Fund’s performance. During the most recent fiscal year, the Socially Responsible Fund’s portfolio turnover rate was __% of the average value of its portfolio.

Principal Investment Strategies

The Socially Responsible Fund pursues its objective through a diversified portfolio composed primarily of marketable equity securities (including common stocks, preferred stocks and debt securities convertible into common stocks of seasoned U.S.-traded companies). The Socially Responsible Fund seeks to achieve its objective by investing in issuers that meet certain socially responsible criteria. Investments in equity securities are limited to issuers which, in the subadviser’s judgment, meet the following criteria:

do not produce tobacco products;

do not produce alcoholic beverages;

do not own and/or operate casinos or manufacture gaming devices;

do not produce pornographic materials;

do not produce nuclear weapons or guidance and/or delivery systems specifically for nuclear weapons;

by popular standards, maintain non-discriminatory employment practices throughout a company’s facilities; and

by popular standards, maintain environmental policies, practices and procedures that are currently acceptable, or that are exhibiting improvement.

The Adviser allocates the Fund’s assets between two investment strategies: an appreciation strategy and a large cap core strategy.

Principal Risks

You may lose money by investing in the Socially Responsible Fund. In addition, investing in the Socially Responsible Fund involves the following principal risks:

Socially Responsible Risk. The Socially Responsible Fund only invests in companies that meet its criteria for socially responsible investing. Because of this restriction, the investments that the sub-adviser may choose from may be more limited than those of a fund that is not restricted to investing in companies that meet social criteria. As a result, the sub-adviser may pass up opportunities to buy certain securities when it is otherwise advantageous to so do or may sell certain securities when it is otherwise disadvantageous to do so. In addition, investing in socially responsible companies may result in the Fund investing more or less in a specific sector of the economy relative to its benchmark.

Equity Risk. A principal risk of investing in the Socially Responsible Fund is equity risk. This is the risk that the prices of stocks held by the Socially Responsible Fund will change due to general market and economic conditions, perceptions regarding the industries in which the companies participate, and each company’s particular circumstances. Equity investments, including common stocks, tend to be more volatile than bonds and money market instruments. The value of the Socially Responsible Fund’s shares will go up and down due to movement in the collective returns of the individual securities held by the Socially Responsible Fund. Because common stocks are subordinate to preferred stocks in a company’s capital structure, in a company liquidation, the claims of secured and unsecured creditors and owners of bonds and preferred stocks take precedence over the claims of common stock shareholders.

Market Risk. For equity securities, stock market movements will affect the Socially Responsible Fund’s share price on a daily basis. Declines in value are possible because of declines in the stock market in general or because of a decline in the specific securities held by the Socially Responsible Fund. There is also the possibility that the price of the security will fall because the market perceives that there is or will be a deterioration in the fundamental value of the issuer or poor earnings performance by the issuer. Market risk may affect a single company, industry, sector or the market as a whole. For debt securities, the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the bond market as a whole.

Portfolio Strategy Risk. The investment performance of the Socially Responsible Fund is in part dependent upon either Wilshire’s or the subadviser’s skill in making appropriate investments. To the extent that the Socially Responsible Fund’s investments differ from the portfolio represented by the benchmark, there exists the potential for volatility of the return of the Socially Responsible Fund relative to its index. As the industry and sector composition of the market or index changes over time, the implementation of the Socially Responsible Fund’s strategy can lead to substantial differences in the sector or industry allocation of the Socially Responsible Fund relative to the market or index.

More information about risks, including additional risk facts not discussed above, is included in “More About Risks” and the Socially Responsible Fund’s Statement of Additional Information.

Past Performance

The information below provides an illustration of how the Socially Responsible Fund’s performance has varied over time. The bar chart and table provide some indication of the risks of investing in the Socially Responsible Fund by showing the changes in the Fund’s investment performance from year to year during the periods indicated and by showing how the average annual total returns for the periods indicated compare with a broad-based securities market index. The total return figures do not reflect expenses that apply to the separate account or related annuity contracts. The inclusion of these charges would reduce the total return figures for all periods shown. The Socially Responsible Fund’s past investment performance does not necessarily indicate how it will perform in the future.

Calendar Year Returns

During the periods shown in the bar chart, the highest return for a quarter was _____% (quarter ended __-__-__) and the lowest return for a quarter was ____% (quarter ended __-__-__).

Average Annual Total Returns

(periods ended December 31, 2009)

	1 Year	5 years	10 years
Socially Responsible Fund	%	%	%
S&P 500 Index* (reflects no deduction for fees, expenses or taxes)	%	%	%

_______________

*	The S&P 500 Index is an unmanaged index that is generally considered to be representative of the U.S. equity market.

Management

Adviser

Wilshire Associates Incorporated

Sub-Adviser and Portfolio Managers

ClearBridge Advisors, LLC (“ClearBridge”)

Scott Glasser, Managing Director, Co-Director of Research, Senior Portfolio Manager of ClearBridge and Portfolio Manager of the Socially Responsible Fund. Mr. Glasser has served as Portfolio Manager since [_____].

Mary Jane McQuillen, Director of ClearBridge and Portfolio Manager of the Socially Responsible Fund. Ms. McQuillen has served as Portfolio Manager since [_____].

For important information about tax information and financial intermediary compensation, please
turn to “Tax Information” and “Financial Intermediary Compensation” on page __.

Tax Information

A Fund’s distributions are expected to be paid annually and are generally tax-exempt. However, a portion of a Fund’s distributions may be subject to federal income tax.

Financial Intermediary Compensation

If you purchase shares of a Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its affiliates may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

FUND DETAILS

Wilshire Variable Insurance Trust (the “Trust”) is registered under the Investment Company Act of 1940 (the “1940 Act”) and is made up of a series of portfolios. The Equity Fund, Balanced Fund, Income Fund, Small Cap Growth Fund, International Equity Fund and Socially Responsible Fund (each a “Fund” and collectively, the “Funds”) are offered in this prospectus.

Equity Fund

Wilshire has retained Madison Square and Victory to manage the Equity Fund. The basic investment philosophy of each subadviser is described below.

Madison Square seeks to identify companies that are considered to have a high probability of outperforming the S&P 500 Index. The underlying process for selecting securities is based on a quantitative process that ranks stocks based on such fundamental factors as valuation and earnings, as well as on technical behavioral factors. On occasion, trading strategies that seek to realize returns over shorter periods may be employed. The core strategy utilized by the portfolio manager includes both growth and value styles. A bottom-up approach, which assesses the individual strengths of stocks, is used to enhance returns. Madison Square’s portion of the Equity Fund’s portfolio is constructed with an optimizer seeking to maximize return given a targeted tracking error and specific constraints.

Upon completion of the analysis and review, the portfolio management team enters trades in the portfolio management system, creating an electronic trading blotter. The blotter is immediately available, electronically, to the trader who is then responsible for placing the orders with various brokers. The objective is to create a portfolio of securities with the most attractive return forecasts while minimizing risk relative to the benchmark. The current risk controls applied to the portfolio are a maximum target tracking error of 2% annualized, sector constraints of +/-2.5%, and security-specific bounds of +/-1.25% relative to the benchmark.

Madison Square typically engages in price-sensitive strategic trading, taking care to build or liquidate positions based on the specific trading characteristics of each security. The portfolio management team works closely with trading to monitor the status of outstanding trades.

Victory manages its allocated portion of the Equity Fund’s portfolio by pursuing a blended investment strategy (large cap core) to produce a higher return with less risk. Victory research analysts and portfolio managers employ a multi-discipline approach to assess and rank the relative attractiveness of these large cap stocks. Its investment team seeks superior long-term performance by buying stocks, which are believed to be intrinsically undervalued, statistically inexpensive, and where a catalyst exists to improve investor sentiment. In addition, the investment team endeavors to generate consistent results with a sharp focus on managing risk.

Stock selection allows the portfolio managers flexibility to utilize both value and growth stocks in an effort to produce consistent, positive returns across all market cycles. The goal of these efforts is to identify growth companies selling at value prices or value stocks that are undervalued. The team looks for companies that are “statistically cheap,” having the best relative historical valuations, combined with positive earnings revisions; and the team seeks to identify the presence of a catalyst for future growth (merger, acquisition, new product development). The goal is to buy stocks that are value opportunities with near-term catalysts, and exit stocks that are at the end of a momentum run.

The decision-making process is both top-down and bottom-up, taking place concurrently. Victory’s Diversified Equity team relies on its own independent views and decisions while incorporating our in-house research and management resources. Victory’s Diversified Equity team believes in listening to the market and finding value in stocks that can outperform with the objective of getting in early and exiting profitably.

Stocks are sold when it is determined that the valuation of a company has become too rich (i.e., the stock is at the end of a momentum run) or if the team’s expectations for the future prospects of the business change. Stocks are also sold if the team determines that a mistake was made and that assets can be better applied elsewhere. Sell decisions are implemented and overseen in the same manner as buy decisions.

Under normal circumstances, the Equity Fund intends to be fully invested. Pending investment, to meet anticipated redemption requests, or as a temporary defensive measure if a subadviser determines that market conditions warrant, the Equity Fund may also invest, without limitation, in high quality U.S. dollar-denominated money market instruments. The reason for implementing a temporary defensive position is to avoid market losses. However, if market conditions improve, this strategy may result in reducing the potential gains from market upswings, thus reducing the Equity Fund’s ability to achieve its investment objective.

As noted previously, the Equity Fund invests in the 130/30 Fund. The following describes the types of securities in which the 130/30 Fund is permitted to invest:

The 130/30 Fund invests substantially all its assets in growth and value stocks of large cap companies. Each subadviser will take long positions in securities it believes has the ability to outperform the Russell 1000 Index and will sell short securities it believes are likely to underperform. Selling short allows a subadviser to sell a security it does not own in anticipation of a possible decline in the security’s market price. To complete the short sale, the 130/30 Fund buys back the same security in the market and returns it to the lender. The 130/30 Fund makes money when it buys the shorted security at a lower price. The 130/30 Fund loses money on a short sale when the price of the security goes up and the subadviser must pay more for the security to return it to the lender. The 130/30 Fund pays interest to the lender for borrowing the security. Each subadviser believes that employing a long/short strategy will allow it to take advantage of both positive and negative views on securities.

The 130/30 Fund will generally hold approximately 30% of its net assets in short positions, using the proceeds from the short sales to purchase additional long positions resulting in a portfolio with 130% of net assets in long positions. The 130/30 Fund’s long positions may range from 120% to 140% and its short positions may range from 20% to 40%. Short sales allow the 130/30 Fund to earn returns on securities a subadviser believes will underperform and to maintain additional long positions while keeping the 130/30 Fund’s net exposure to the market at a level similar to a “long only” strategy. As a result, the 130/30 Fund intends to maintain approximately 100% net long exposure.

Until a short sale is closed, the broker effecting the short sale typically holds the proceeds or other securities as collateral to secure the 130/30 Fund’s obligation to cover the short position. However, the 130/30 Fund may use all or a portion of the cash proceeds that it receives in connection with short sales to purchase securities. If the 130/30 Fund does this, it must pledge replacement collateral as security to the broker and may use securities that it owns to meet any collateral obligation. In addition, the 130/30 Fund must maintain sufficient liquid assets (less any collateral held by the broker), marked-to-market daily, to cover its short sales obligations. Generally, the 130/30 Fund must return to the lender any dividends or interest earned on a security during the loan period.

The 130/30 Fund’s equity investments may include common stocks, preferred stocks, convertible securities, warrants and securities issued by real estate investment trusts (“REITs”). The 130/30 Fund also may invest in exchange-traded funds (“ETFs”) and similarly structured pooled investments in order to provide exposure to certain equity markets while maintaining liquidity. The 130/30 Fund also may engage in short sales of ETFs and similarly structured pooled investments. The 130/30 Fund may, but is not required to, use derivatives, such as futures, options, forward contracts, swap agreements and ETFs, as an alternative to selling a security short, as a substitute for investing directly in an underlying asset, to increase returns, to manage foreign currency risk, or as part of a hedging strategy.

An investor in the Equity Fund should understand that alternatively he or she could allocate investments directly to the 130/30 Fund. By investing indirectly in the 130/30 Fund through the Equity Fund, an investor bears not only his or her proportionate share of certain expenses of the Equity Fund (such as operating costs), but also, indirectly, similar expenses of the 130/30 Fund. However, shareholders of the Equity Fund will not be subject to duplicative advisory or distribution (12b-1) fees as a result of the Equity Fund’s investment in the 130/30 Fund, as discussed under “Management” on page __.

Balanced Fund

Wilshire allocates the Balanced Fund’s assets between shares of the Income Fund and 130/30 Fund. This allocation is intended to reduce the volatility of investment returns and provide the potential for higher long-term total returns than investing solely in the Income Fund or 130/30 Fund. As a matter of investment policy, 30% to 50% of the value of its assets will be invested in the Income Fund and 0% to 55% of the value of its assets will be invested in the 130/30 Fund. Under normal circumstances, the Balanced Fund’s target asset mix is 55% equity securities and 55% fixed income securities. The Balanced Fund’s mix of assets is regularly adjusted between the Income Fund and 130/30 Fund to maintain policy targets. Major changes in the investment mix may occur several times within a year or over several years, depending upon market and economic conditions. In general, however, Wilshire does not anticipate making frequent changes in asset allocation and will not attempt to time the market.

Under normal circumstances, the Balanced Fund intends to be fully invested. Pending investment, to meet anticipated redemption requests, or as a temporary defensive measure, if Wilshire determines that market conditions warrant, the Balanced Fund may also invest, without limitation, in high quality U.S. dollar-denominated money market instruments. The reason for implementing a temporary defensive position is to avoid market losses. However, if market conditions improve, this strategy may result in reducing the potential gains from market upswings, thus reducing the Balanced Fund’s ability to achieve its investment objective.

For the Income Fund, the “Fund Summaries” and “Fund Details” sections include descriptions of the types of securities in which the Income Fund is permitted to invest.

For the 130/30 Fund, the following describes the types of securities in which the 130/30 Fund is permitted to invest:

An investor in the Balanced Fund should understand that alternatively he or she could allocate investments directly to the Income Fund and 130/30 Fund. By investing indirectly in the Income Fund and 130/30 Fund through the Balanced Fund, an investor bears not only his or her proportionate share of certain expenses of the Balanced Fund (such as operating costs), but also, indirectly, similar expenses of the Income Fund and 130/30 Fund. However, shareholders of the Balanced Fund will not be subject to duplicative advisory or distribution (12b-1) fees as a result of the fund of funds arrangement, as discussed under “Management” on page __.

Income Fund

The Income Fund invests at least 75% of its total assets in:

investment grade, publicly offered debt securities, including mortgage-backed and other asset-backed securities (within the four highest ratings as determined by Moody’s Investors Service (“Moody’s”), Standard & Poor’s (“S&P”) or an equivalent rating at the time of purchase)

securities issued or guaranteed by the U.S. government or its agencies

high quality commercial paper (within the two highest grades as determined by both Moody’s and S&P or an equivalent rating), repurchase and reverse repurchase agreements, time deposits with maturities less than seven days and cash or cash equivalents

high grade U.S. dollar-denominated debt obligations of foreign governments, foreign corporations, foreign branches of U.S. banks and foreign banks (limited to the four highest ratings as determined by Moody’s, S&P or an equivalent rating at the time of purchase and to 15% of the Income Fund’s total assets)

highest quality non-U.S. dollar-denominated debt obligations of foreign issuers (limited to the four highest ratings as determined by Moody’s, S&P or an equivalent rating at the time of purchase) which are fully hedged back into U.S. dollars and do not exceed 15% of the Income Fund’s total assets

Generally, the average duration of the U.S. portion of the Income Fund will range within 25% of the Barclays Capital Aggregate Bond Index’s (the “Barclays Capital Index”) duration. There are no maximum maturity limits on individual securities. For defensive purposes, the duration and maturity of the Income Fund may be shortened. The Income Fund will maintain a high grade average quality for the portfolio (third highest rating as determined by Moody’s, S&P or an equivalent rating).

Up to 25% of the Income Fund’s total assets may be invested in securities not described above, including preferred stock, convertible securities, securities carrying warrants to purchase equity securities, U.S. dollar-denominated debt obligations of U.S. and non-U.S. issuers rated below A (by Moody’s, S&P or an equivalent rating) and non-U.S. debt obligations rated below the highest quality (as determined by Moody’s, S&P or an equivalent rating) and derivatives.

Currently, Wilshire has retained Western Asset, and its affiliate, WAML to manage the Income Fund. The basic investment philosophy of each subadviser is described below.

Western Asset’s core plus strategy seeks to provide investment results that exceed the performance of the Barclays Capital Index. The Barclays Capital Index is a widely recognized measure of the aggregate U.S. bond market. This strategy seeks to maximize total return by investing primarily in U.S. dollar-denominated fixed income securities and other debt instruments of domestic and foreign entities, including corporate bonds, securities issued or guaranteed as to principal and interest by the U.S. government and its agencies and instrumentalities, mortgage-related securities and money market instruments.

Western Asset will determine the relative portion of the Income Fund’s assets allocated to foreign securities. These foreign assets will be invested at the discretion of WAML. WAML will select the foreign country and currency composition based on its evaluation of relative interest rates, inflation rates, exchange rates, monetary and fiscal policies, trade and current account balances and any other specific factors WAML believes to be relevant.

Under normal circumstances, the Income Fund intends to be fully invested. Pending investment, to meet anticipated redemption requests, or as a temporary defensive measure, if a subadviser determines that market conditions warrant, the Income Fund may also invest, without limitation, in high quality, U.S. dollar-denominated money market instruments. The reason for implementing a temporary defensive position is to avoid market losses. However, if market conditions improve, this strategy may result in reducing the potential gains from a rising market, thus reducing the Income Fund’s ability to achieve its investment objective.

Small Cap Growth Fund

Currently, Wilshire has retained Mellon and Copper Rock to manage the Small Cap Growth Fund. The basic investment philosophy of each subadviser is described below.

Mellon invests in common stocks, warrants or rights that are chosen by giving primary consideration to creating and maintaining a portfolio which is intended to replicate as closely as practicable the performance of the Russell 2000 Growth Index.

Copper Rock believes that a fundamental growth approach with a strong sell discipline provides the best opportunity to outperform in all market conditions. Copper Rock’s investment team seeks to identify emerging leaders across industries, investing in potential future market leaders at an early point in their growth cycle and before widespread investor interest drives valuations upward. The Copper Rock investment approach utilizes bottom-up fundamental research to identify fundamentally sound companies with strong management, superior earnings growth prospects and attractive relative valuations.

Under normal circumstances, the Small Cap Growth Fund intends to be fully invested. Pending investment, to meet anticipated redemption requests, or as a temporary defensive measure, if a subadviser determines that market conditions warrant, the Small Cap Growth Fund may also invest, without limitation, in high quality, U.S. dollar-denominated money market instruments. The reason for implementing a temporary defensive position is to avoid market losses. However, if market conditions improve, this strategy may result in reducing the potential gains from a rising market, thus reducing the Small Cap Growth Fund’s ability to achieve its investment objective.

International Equity Fund

Currently, Wilshire has retained PanAgora and Thomas White to manage the International Equity Fund. The basic investment philosophy of each subadviser is described below.

PanAgora’s passive international equity strategy seeks to reproduce the total return of the MSCI EAFE Index. PanAgora uses a global risk model and optimization software for the management of passive MSCI EAFE portfolios. This risk model seeks to explain the correlation of security returns based upon factors which impact most securities. The risk model includes factors such as sector exposure, currency exposure, dividend yield, capitalization (size), sensitivity to interest rate changes, the impact of oil price changes and other factors. The optimization process seeks to match the sensitivity of PanAgora’s portion of the International Equity Fund’s portfolio to these factors to the sensitivity of the benchmark (MSCI EAFE) to these factors. The optimization process also allows PanAgora to manage its portion of the International Equity Fund portfolio’s expected tracking error while taking into consideration the size of the portfolio, expected cash flows, trading costs and custody charges. PanAgora’s portfolio managers monitor their portion of the International Equity Fund’s portfolio daily and rebalance it as often as necessary to ensure the desired level of tracking error.

Based on its research, Thomas White seeks to buy equity securities of companies at a market price that is under valued. This strategy is intended to produce a portfolio with lower price-to-earnings and price-to-book ratios than other mutual funds. Such portfolio characteristics are typical of what are commonly referred to as “value” funds.

Companies considered attractive typically will have one or more of the following characteristics:

The market price of their equity securities is undervalued relative to earnings power, break-up value and inherent profitability.

The companies are, or may soon be, exhibiting improved financial characteristics represented by rising cash flow, return on equity, operating margins and book value.

The price of their equities may have recently underperformed the general market due to a low level of investor expectations regarding the earnings outlook.

The companies should have the strength to operate successfully through adverse business conditions.

This approach seeks out equities where current investor enthusiasm is low. Positions are normally sold when the investment community’s perceptions improve and the securities approach a market price that Thomas White believes to be fair value.

Thomas White adheres to a long-term investment approach, and it does not attempt to predict short-term changes in the general market. Under normal market conditions, Thomas White intends to invest in companies for holding periods greater than one year so the frequency of its purchases and sales generally should be below many comparable mutual funds. Lower portfolio turnover helps to reduce trading costs and shareholders’ taxes.

A high exposure to the equity market is normally maintained unless Thomas White is unable to find undervalued securities that meet its criteria. Using this investment management style, Thomas White seeks strong long-term performance, below average return volatility and portfolio resilience in difficult market environments.

The International Equity Fund has no present intention of altering its general policy of being primarily invested in foreign securities under normal conditions. However, in the event of exceptional conditions abroad, the International Equity Fund may temporarily invest all or a portion of its assets in Canadian or U.S. government obligations or currencies, or securities of companies incorporated in and having their principal activities in Canada or the United States. The reason for implementing a temporary defensive position is to avoid market losses. However, if market conditions improve, this strategy may result in reducing the potential gains from a rising market, thus reducing the International Equity Fund’s ability to achieve its investment objective.

For hedging purposes, the International Equity Fund may purchase forward foreign currency exchange contracts, foreign currency options and futures contracts and foreign currencies in the form of bank deposits. The International Equity Fund may also purchase other foreign money market instruments, including, but not limited to, bankers’ acceptances, certificates of deposit, commercial paper, short-term government and corporate obligations and repurchase agreements.

Socially Responsible Fund

Wilshire allocates the Fund’s assets between two investment strategies: an appreciation strategy and a large cap core strategy.

Currently, Wilshire has retained ClearBridge to manage the Socially Responsible Fund. The basic investment philosophy of ClearBridge is described below.

Appreciation Strategy

The portfolio managers’ appreciation investment strategy consists of individual company selection and management of cash reserves. The portfolio managers look for investments among a strong core of growth and value stocks, consisting primarily of blue chip companies dominant in their industries. The Fund may also invest in companies with prospects for sustained earnings growth and/or a cyclical earnings record.

In selecting individual companies for the appreciation sleeve of the Fund’s portfolio, the portfolio managers look for the following:

Strong or rapidly improving balance sheets

Recognized industry leadership

Effective management teams that exhibit a desire to earn consistent returns for shareholders

In addition, the portfolio managers consider the following characteristics:

Past growth records

Future earnings prospects

Technological innovation

General market and economic factors

Current yield or potential for dividend growth

Generally, companies in the appreciation sleeve of the Fund’s portfolio fall into one of the following categories:

Undervalued companies: companies with assets or earning power that are either unrecognized or undervalued. The portfolio managers generally look for a catalyst that will unlock these values. The portfolio managers also look for companies that are expected to have unusual earnings growth or whose stocks appear likely to go up in value because of market changes in the way they do business (for example, a corporate restructuring).

Growth at a reasonable price: companies with superior demonstrated and expected growth characteristics whose stocks are available at a reasonable price. Typically, there is strong recurring demand for these companies’ products.

The portfolio managers adjust the amount held in cash reserves depending on the portfolio managers’ outlook for the stock market. The portfolio managers will increase the Fund’s allocation to cash when, in the portfolio managers’ opinion, market valuation levels become excessive. If the Fund holds a significant portion of its assets in cash during periods of stock market increases, that could prevent the Fund from achieving its investment objective.

Large Cap Core Strategy

The large cap core sleeve of the Fund intends to pursue both growth and conservation of capital while generally seeking to maintain a fully-invested position in equities by selecting certain equity securities primarily for the growth opportunities they present and other equity securities primarily for the purpose of conserving capital. The portfolio managers look for companies they believe are able to increase earnings and dividends at an above-average rate and still retain enough cash to finance future growth in their businesses. The portfolio managers emphasize individual security selection while spreading the large cap core sleeve Fund’s investments among industries and sectors for broad market exposure.

The portfolio managers seek to construct an investment portfolio whose weighted average market capitalization is similar to the Standard & Poor’s 500 Index of Composite Stocks (“S&P 500 Index”). The portfolio managers use a fundamental analysis to identify high-quality companies — companies with an oligopoly or monopoly in their respective markets, a strong franchise and market share, a high return on equity and conservative accounting practices — and then consider whether the stocks are relatively over- or under-valued. The portfolio managers also look for a catalyst for stock price appreciation, such as good management, positive changes in strategy or improvement in the company’s competitive position. The portfolio managers favor companies with above-average growth in dividend yields because the portfolio managers believe this shows responsible use of capital on the part of the companies. The large cap core sleeve Fund invests for the longer term. The portfolio managers, however, continue to reappraise the Fund’s holdings, take profits or losses and raise cash to reinvest in newly emerging areas of interest, within the scope of the Fund’s large cap core investment policy.

The portfolio managers’ sell discipline is the result of the portfolio managers’ regular review of the Fund’s portfolio holdings. If a company’s fundamentals deteriorate or its business fails to meet the portfolio managers’ expectations for growth or conservation of capital, the portfolio managers evaluate the stock as a sale candidate. The portfolio managers continually assess the risk and reward profile of companies in the large cap core sleeve portfolio. The portfolio managers generally will reduce a position as risk and reward become less favorable. The portfolio managers generally will eliminate a position whose valuation becomes excessive or unsustainable. The portfolio managers may also sell a stock to substitute a similar company with a materially better risk and reward.

Once the Fund’s investment criteria have been met, ClearBridge employs its Socially Aware Investment (SAI) Program criteria to apply rigorous proactive/supportive screening guidelines to identify investments consistent with both the financial and social objectives of the portfolio and some avoidance screening. Proactive or supportive screening examines issues such as progressive workplace practices, environmental innovation and community involvement. Avoidance screens exclude investments in companies that have significant involvement in the manufacture of tobacco and alcohol products, the provision of gaming services, the production of nuclear power or the manufacture of weapons. When a security that would be held in the portfolio in the underlying, unscreened investment strategy is excluded by the ESG (environmental, social, governance) integration or screening, ClearBridge invests the cash that would have been invested in that security in an alternate investment and/or allocates such cash to other investments held in the portfolio.

ClearBridge will review the Fund’s adherence to the socially aware investment guidelines on a quarterly basis. All stocks purchased by the Fund will meet such criteria at the time of purchase. Stocks held by the Fund may be divested prior to reaching fair value, as determined by ClearBridge, if during the quarterly review of the Fund’s investment universe, ClearBridge determines that a stock no longer meets the socially aware investment criteria.

In addition, from time to time, for temporary defensive purposes, when ClearBridge determines such a position is advisable in light of economic or market conditions, the Fund may invest a portion of its assets in cash and cash equivalents. Pending investment, to meet anticipated redemption requests, or as a temporary defensive measure if ClearBridge determines that market conditions warrant, the Fund may also invest, without limitation, in high quality, U.S. dollar-denominated money market instruments. The reason for implementing a temporary defensive position is to avoid market losses. However, if market conditions improve, this strategy may result in reducing the potential gains from a rising market, thus reducing the Fund’s ability to achieve its investment objective.

MORE ABOUT RISKS

The Funds have principal investment strategies that come with inherent risks. In addition to those risks discussed in the “Fund Summaries” section, the following is a list of the additional risks associated with the Funds’ strategies. Because the Balanced Fund invests in the shares of the Income Fund and 130/30 Fund and the Equity Fund invests in the shares of the 130/30 Fund, the Balanced Fund will be subject to the risks of the Income Fund and 130/30 Fund and the Equity Fund will be subject to the risks of the 130/30 Fund. The following table summarizes the additional types of risks described below that each Fund may experience:

Fund	Currency Risk	Derivatives Risk	Credit Risk	Interest Rate Risk	Investment Style Risk
Equity Fund		X	X		X
Balanced Fund	X	X	X	X	X
Income Fund	X	X			X
Small Cap Growth Fund		X	X	X
International Equity Fund		X	X	X	X
Socially Responsible Fund		X	X		X

Fund	Liquidity Risk	Market Risk	Portfolio Strategy Risk	Prepayment Risk	Reinvestment Risk	Turnover Risk	Valuation Risk
Equity Fund	X
Balanced Fund	X	X	X	X	X		X
Income Fund	X	X
Small Cap Growth Fund	X						X
International Equity Fund	X						X
Socially Responsible Fund	X		X

Derivatives Risk. When a Fund uses derivatives (securities whose value is based upon the value of another security or an index) to hedge positions in the portfolio, any loss generated by the derivative security should be substantially offset by gains on the hedged investment and vice versa. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. To the extent that a derivative is not used as a hedge (i.e., for speculation), a Fund is directly exposed to the potential gains and losses of that derivative. Gains and losses from non-hedging derivative positions may be substantially greater than the derivative’s original cost. To the extent a Fund uses derivatives, a Fund will (to the extent required by applicable law) either segregate cash or liquid assets in the prescribed amounts or “cover” its future obligations under the transaction, such as by holding an offsetting investment.

Credit Risk. For debt securities, credit risk is the possibility that an issuer or counterparty to a contract will fail to make timely payments of interest or principal to a Fund. The credit risk of a Fund depends on the credit quality of its underlying securities. In general, for debt securities, the lower the credit quality of a Fund’s securities, the higher a Fund’s risk, all other factors such as maturity being equal.

Investment Style Risk. During certain market conditions, a Fund with a more specific investment style (such as value or growth) may perform less well than a Fund that allows greater flexibility in the investment of assets.

Liquidity Risk. A Fund may invest in certain securities that may be difficult or impossible to sell at a certain time and at a price that a Fund finds to be favorable. A Fund may have to accept an unfavorable price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on portfolio management or investment performance.

Market Risk. For equity securities, stock market movements will affect a Fund’s share price on a daily basis. Declines in value are possible because of declines in the stock market in general or because of a decline in the specific securities held by a Fund. There is also the possibility that the price of the security will fall because the market perceives that there is or will be a deterioration in the fundamental value of the issuer or poor earnings performance by the issuer. Market risk may affect a single company, industry, sector or the market as a whole. For debt securities, the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the bond market as a whole.

Portfolio Strategy Risk. The investment performance of a Fund is in part dependent upon either Wilshire’s or a subadviser’s skill in making appropriate investments. To the extent that a Fund’s investments differ from the portfolio represented by the benchmark, there exists the potential for volatility of the return of a Fund relative to its index. As the industry and sector composition of the market or index changes over time, the implementation of a Fund’s strategy can lead to substantial differences in the sector or industry allocation of a Fund relative to the market or index.

Reinvestment Risk. During periods of falling interest rates, a debt security with a high stated interest rate may be prepaid (or “called”) prior to its expected maturity date. If, during periods of falling interest rates, a debt security with a high stated interest rate is called, the unanticipated proceeds would likely be invested at lower interest rates, and a Fund’s income or yield may decline. Call provisions, which may lead to reinvestment risk, are most common for intermediate- and long-term municipal, corporate and mortgage-backed securities. To the extent securities subject to call were acquired at a premium, the potential for appreciation in the event of a decline in interest rates may be limited and may even result in losses.

Turnover Risk. A Fund that trades aggressively will experience high portfolio turnover and relatively high brokerage and other transaction costs. Such transaction costs may lower a Fund’s effective investment return.

Valuation Risk. A Fund may invest in securities that are difficult to value and may inadvertently value certain of its securities at a higher price than the market will bear.

Because the Equity Fund and Balanced Fund may invest in shares of the 130/30 Fund, investing in the Funds involve the following additional risks:

Short sales involve risks in addition to those discussed in the “Fund Summaries” section. If a security sold short increases in price, the 130/30 Fund may need to cover its short position at a higher price than the short sale price, resulting in a loss. The 130/30 Fund will have substantial short positions and must borrow those securities to make delivery to the buyer. The 130/30 Fund may not be able to borrow a security that it needs to deliver or it may not be able to close out a short position at an acceptable price and may need to sell related long positions before it had intended to do so. As a result, the 130/30 Fund may not be able to successfully implement its short sale strategy due to the limited availability of desired securities or for other reasons.

When borrowing a security for delivery to a buyer, the 130/30 Fund also may be required to pay a premium and other transaction costs, which would increase the cost of the security sold short. The 130/30 Fund must normally repay to the lender an amount equal to any dividends or interest earned while the loan is outstanding. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses the 130/30 Fund may be required to pay in connection with the short sale. Also, the lender of a security may terminate the loan at a time when the 130/30 Fund is unable to borrow the same security for delivery. In that case, the 130/30 Fund would need to purchase a replacement security at the then current market price or “buy in” by paying the lender an amount equal to the costs of purchasing the security.

Until the 130/30 Fund replaces a borrowed security, it is required to maintain cash in a segregated account or liquid assets to cover the 130/30 Fund’s short position. Securities held in a segregated account cannot be sold while the position they are covering is outstanding, unless they are replaced with similar securities. Additionally, the 130/30 Fund must maintain sufficient liquid assets (less any additional collateral held by the broker), marked-to-market daily, to cover its short sale obligations. This may limit the 130/30 Fund’s investment flexibility, as well as its ability to meet redemption requests or other current obligations.

Because the 130/30 Fund’s loss on a short sale arises from increases in the value of the security sold short, the loss is theoretically unlimited. In certain cases, purchasing a security to cover a short position can itself cause the price of the security to rise further, which would exacerbate the loss. Conversely, gains on short sales, after transaction and related costs, are generally the difference between the price at which the 130/30 Fund sold the borrowed security and the price it paid to purchase the security for delivery to the buyer. By contrast, the 130/30 Fund’s loss on a long position arises from decreases in the value of the security and is limited by the fact that a security’s value cannot drop below zero.

By investing the proceeds received from selling securities short, the 130/30 Fund is using a form of leverage, which creates special risks. The use of leverage may increase the 130/30 Fund’s exposure to long equity positions and make any change in the 130/30 Fund’s net asset value greater than it would be without the use of leverage. This may increase the volatility of returns. There is no guarantee that the 130/30 Fund will leverage its portfolio, or if it does, that the 130/30 Fund’s leveraging strategy will be successful. The 130/30 Fund also cannot guarantee that the use of leverage will produce a higher return on an investment.

More information about the risks of investing in the Balanced Fund is located in the sections entitled “More About Risks” on page 23 and “Types of Investments and Associated Risks” on page 25. There can be no assurance that the Balanced Fund will meet its investment objective. The Balanced Fund’s investment returns will vary, and you could lose money by investing in the Balanced Fund.

Convertible Securities. The 130/30 Fund may invest in convertible securities, which are fixed income securities that may be converted at a stated price within a specified period of time into a certain quantity of the common stock of the same or a different issuer. Convertible securities are senior to common stocks in an issuer’s capital structure, but are usually subordinated to similar non-convertible securities.

Warrants. The 130/30 Fund may invest in warrants, which are securities giving the holder the right, but not the obligation, to buy the stock of an issuer at a given price (generally higher than the value of the stock at the time of issuance) during a specified period or perpetually. Warrants do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holder to purchase and they do not represent any rights in the assets of the issuer. The value of a warrant does not necessarily change with the value of the underlying securities and a warrant ceases to have value if it is not exercised prior to its expiration date.

TYPES OF INVESTMENTS

Shareholders of each of the Equity Fund, Income Fund, Small Cap Growth Fund and International Equity Fund will be provided with at least 60 days prior notice of any change in the 80% investment policy of each of these Funds.

The following provides additional information on various types of instruments in which the Funds may invest and their associated risks. Because the Balanced Fund invests in shares of the Income Fund and 130/30 Fund, the Balanced Fund indirectly invests in the same investments as listed for the Income Fund and 130/30 Fund and because the Equity Fund invests in shares of the 130/30 Fund, the Equity Fund indirectly invests in the same investments as listed for the 130/30 Fund. For a more detailed description of the various types of instruments in which the Funds may invest and their associated risks, please see the section entitled “Description of Securities and Risks” in the Statement of Additional Information (“SAI”).

ADRs, EDRs and GDRs. The Small Cap Growth Fund, International Equity Fund and Socially Responsible Fund may each invest in both sponsored and unsponsored American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), Global Depositary Receipts (“GDRs”) and other similar global instruments. The Equity Fund may invest in ADRs. ADRs typically are issued by an American bank or trust company and evidence ownership of underlying securities issued by a foreign corporation. EDRs, which are sometimes referred to as Continental Depositary Receipts, are receipts issued in Europe, typically by foreign banks and trust companies, that evidence ownership of either foreign or domestic underlying securities. GDRs are depositary receipts structured like global debt issues to facilitate trading on an international basis. Unsponsored ADR, EDR and GDR programs are organized independently and without the cooperation of the issuer of the underlying securities. As a result, available information concerning the issuer may not be as current as for sponsored ADRs, EDRs and GDRs, and the prices of unsponsored ADRs, EDRs and GDRs may be more volatile than if such instruments were sponsored by the issuer. Investments in ADRs, EDRs and GDRs present additional investment considerations, as described below under “Foreign Securities.”

Foreign Securities. The Equity Fund, International Equity Fund, Small Cap Growth Fund, Socially Responsible Fund and Income Fund may invest in foreign securities. Investing outside the United States involves economic and political considerations not typically applicable to U.S. markets. These considerations, which may favorably or unfavorably affect a Fund’s investment performance, include, but are not limited to, changes in exchange rates and exchange rate controls (which may include suspension of the ability to transfer currency from a given country), costs incurred in conversions between currencies, nonnegotiable brokerage commissions, different accounting standards, lower trading volume and greater market volatility, the difficulty of enforcing obligations in other countries, less securities regulation, different tax provisions (including withholding on interest and dividends paid to a Fund), war, expropriation, political and social instability and diplomatic developments. Further, the settlement period of securities transactions in foreign markets may be longer than in domestic markets. These considerations generally are heightened in developing countries. For example, the possibility of political upheaval and the dependence on foreign economic assistance may be greater in these countries than in developed countries. Wilshire and the subadvisers seek to mitigate the risks associated with these considerations through diversification and active professional management. For a more detailed description of foreign securities, see the SAI of the Trust.

Forward Foreign and Currency Exchange Contracts. The International Equity Fund may invest in foreign currencies. The Income Fund may enter into forward foreign currency exchange contracts (“forward contracts”) up to 15% of the value of its total net assets, for hedging purposes only. A forward contract involves an obligation to purchase or sell a specific currency for an agreed price at a future date, which may be any fixed number of days from the date of the contract. The agreed price may be fixed or within a specified range of prices. The Income Fund also may enter into foreign currency futures contracts and foreign currency options up to 15% of the value of total net assets, for hedging purposes only. Foreign currency futures contracts are standardized contracts traded on commodities exchanges that involve an obligation to purchase or sell a predetermined amount of currency at a predetermined date at a specified price. For a more detailed description of foreign currencies, see the SAI of the Trust.

High-Yield (High-Risk) Securities. The Income Fund may invest in fixed income or convertible securities rated lower than “Baa” by Moody’s or “BBB” by S&P, or unrated securities of comparable quality, which are commonly referred to as “junk bonds” or “high-yield/high-risk” securities. These securities are considered speculative and generally involve a higher risk of loss of principal and income than higher-rated, investment grade securities. The value of these securities generally fluctuates more than those of higher-rated securities. The value of high-yield, high-risk securities may also be influenced by the bond market’s perception of an issuer’s credit quality or its outlook for economic growth. As with any other asset in a Fund’s portfolio, any reduction in the value of such securities would be reflected in the net asset value of a Fund. In addition, a Fund that invests in lower-quality securities may incur additional expenses to the extent it is required to seek recovery upon a default in the payment of principal and interest on its holdings. As a result of the associated risks, successful investments in high-yield (high-risk) securities will be more dependent on Wilshire’s and the subadvisers’ credit analysis than generally would be the case with investments in investment grade securities. Lower-quality securities tend to be less liquid than higher-quality debt securities because the market for them is not as broad or active. The lack of a liquid secondary market may have an adverse effect on market price and a Fund’s ability to sell particular securities. For a description of ratings, and a more detailed description of high-yield (high-risk) securities, see the SAI of the Trust.

Illiquid Securities. The Income Fund may invest up to 10% of its net assets in securities that are illiquid. Variable and floating rate instruments that cannot be disposed of within seven days and repurchase agreements and time deposits that do not provide for payment within seven days after notice, without taking a reduced price, are subject to these limits. Each of the Small Cap Growth Fund, International Equity Fund and Socially Responsible Fund may invest up to 15% of its net assets in illiquid securities, including repurchase agreements maturing in more than seven days. Each of the Balanced Fund and Income Fund may invest up to 10% of its net assets in illiquid securities and may not invest in “restricted securities” except for Rule 144A securities. The Small Cap Growth Fund, International Equity Fund, Socially Responsible Fund and Income Fund may purchase securities which are not registered under the Securities Act of 1933 (the “1933 Act”) but which can be sold to “qualified institutional buyers” in accordance with Rule 144A under the 1933 Act if they are determined to be liquid. Any such security will be considered liquid so long as it is determined by a subadviser that an adequate trading market exists for that security. This investment practice could have the effect of increasing the level of illiquidity in a Fund during any period that qualified institutional buyers become uninterested in purchasing these restricted securities. As a matter of operating policy, each Fund will invest only in Rule 144A securities that are deemed to be liquid, and will limit its investment in Rule 144A securities to 20% of its net assets. The Equity Fund may not invest in illiquid or restricted securities or securities not fully marketable. If a Fund exceeds the limits specified above, the Fund will take prompt steps to reduce its holdings in illiquid securities.

Mortgage- and Asset-Backed Securities. The Income Fund may invest in mortgage- and asset-backed securities which represent shares in a pool of mortgages or other debt. These securities are generally pass-through securities, which means that principal and interest payments on the underlying securities (less servicing fees) are passed through to shareholders on a pro rata basis. These securities involve prepayment risk, which is the risk that the underlying mortgages or other debt may be refinanced or paid off before they mature, particularly during periods of declining interest rates. In that case, a subadviser may need to reinvest the proceeds from the securities at a lower interest rate. This could lower a Fund’s return and result in losses to a Fund if some securities were acquired at a premium. Potential market gains on a security subject to prepayment risk may be more limited than potential market gains on a comparable security that is not subject to prepayment risk. The Income Fund may also invest in collateralized mortgage obligations (“CMOs”). In a CMO, a series of bonds or certificates is issued in multiple classes, which have varying levels of risks. For a more detailed description of mortgage- and asset-backed securities, see the SAI of the Trust.

The Income Fund may invest in mortgage securities that may be affected by the downturn in the sub-prime mortgage market. Sub-prime loans, which tend to have higher interest rates, are made to borrowers who do not qualify for prime rate loans because of their low credit ratings or other factors that suggest that they have a higher probability of defaulting. The downturn in the sub-prime market has had, and may continue to have, a far-reaching impact on the broader securities market. The reduced investor demand for sub-prime securities has created liquidity and valuation issues with respect to these securities and other mortgage-related securities. The Fund’s investments in mortgage-related securities may be impacted by the downturn in the sub-prime mortgage market and may cause a decrease in the overall value of the Fund.

Adjustable Rate Mortgage Securities. The Income Fund may invest in adjustable rate mortgage securities. Adjustable rate mortgage securities are pass-through mortgage securities collateralized by mortgages with adjustable rather than fixed rates. For a more detailed description of adjustable rate mortgage securities, see the SAI of the Trust.

Options and Futures Contracts. The Income Fund, Small Cap Growth Fund, International Equity Fund and Socially Responsible Fund may invest in options and futures. The Equity Fund may invest in futures. Options are the right, but not the obligation to buy or sell a specified amount of securities or other assets on or before a fixed date. Futures contracts are contracts that obligate the buyer to receive and the seller to deliver an instrument or money at a specified price on a specified date. The Small Cap Growth Fund, International Equity Fund and Socially Responsible Fund may write covered call options, buy put options, buy call options and write secured put options for the purpose of hedging or earning additional income, which may be deemed speculative or, with respect to the International Equity Fund, cross-hedging. The Small Cap Growth Fund, International Equity Fund and Socially Responsible Fund may also invest in financial futures contracts and options on futures contracts to commit funds awaiting investment in securities or maintain cash liquidity or for other risk management purposes. For a more detailed description of options and futures contracts and their associated risks, see the SAI of the Trust.

Securities Lending. The Equity Fund, Income Fund, Small Cap Growth Fund, International Equity Fund, Socially Responsible Fund and 130/30 Fund each may lend its investment securities in an amount of up to 33⅓% of its total assets to approved institutional borrowers who need to borrow securities in order to complete certain transactions. Any loss in the market price of securities loaned by a Fund that occurs during the term of the loan would be borne by a Fund and would affect a Fund’s investment performance. Also, there may be delays in recovery of securities loaned or even a loss of rights in the collateral should the borrower of the securities fail financially while the loan is outstanding. However, loans will be made only to borrowers selected by a Fund’s delegate after a review of relevant facts and circumstances, including the creditworthiness of the borrower. The Trust’s Board of Trustees will make arrangements to vote or consent with respect to a material event affecting portfolio securities on loan. The Balanced Fund may not make loans to other persons, except by the purchase of obligations in which a Fund is authorized to invest.

When-Issued Purchases and Forward Commitments. The Equity Fund, Small Cap Growth Fund, International Equity Fund, Socially Responsible Fund and Income Fund each may purchase securities on a “when-issued” basis and may purchase or sell securities on a “forward commitment” basis. These transactions involve a commitment by a Fund to purchase or sell particular securities with payment and delivery taking place at a future date (perhaps one or two months later), and permit a Fund to lock in as price or yield on a security it owns or intends to purchase, regardless of future changes in interest rates. When-issued and forward commitment transactions involve the risk, however, that the price or yield obtained in a transaction may be less favorable than the price or yield available in the market when the securities delivery takes place. The Funds do not intend to engage in when-issued purchases and forward commitments for speculative purposes but only in furtherance of their investment objectives. For a more detailed description of when-issued purchases and forward commitments, see the SAI of the Trust.

MANAGEMENT

Wilshire Associates Incorporated (“Wilshire”) serves as the investment adviser to the Trust. The overall responsibility for the supervision of the affairs of the Funds rests with the Board of Trustees. As described below, the Board of Trustees has approved contracts with others to provide certain services to the Funds.

Investment Adviser

Since March 1, 1999, the Trust has employed Wilshire to manage the investment and reinvestment of the assets of the Equity Fund, Balanced Fund, Income Fund, Small Cap Growth Fund, International Equity Fund and Socially Responsible Fund and to continuously review, supervise and administer the Funds’ investment programs under an Investment Advisory Agreement dated March 1, 1999, as amended from time to time. Wilshire’s principal office is located at 1299 Ocean Avenue, Santa Monica, California 90401-1085. Wilshire was formed in 1972 and as of March 31, 2010, managed approximately $__ billion in assets. Wilshire also provides investment technology products and investment consulting and provides equity investment services. Wilshire conducts its investment decision-making through an investment committee structure. The investment committee consists of senior level investment professionals with significant investment experience. As of the date of the Prospectus, the investment committee is comprised of Luke O’Neil, Lawrence E. Davanzo, Jason Schwarz, J.J. Wilczewski, Victor Zhang, Josh Emanuel, Helen Webb Thompson, Matt Radgowski and Cleo Chang. Mr. Zhang and Mr. Emanuel are co-chairmen of the investment committee.

Wilshire’s duties under the Investment Advisory Agreement include providing a continuous investment program for each Fund or recommending to the Board of Trustees one or more unaffiliated subadvisers to provide a continuous investment program for each Fund or a portion of such Fund’s assets designated from time to time by Wilshire, including investment, research and management with respect to all securities and investments and cash equivalents for a Fund or a designated portion of such Fund’s assets. Wilshire also reviews, monitors and reports to the Board of Trustees regarding the investment performance and investment procedures of each subadviser and assists and consults with each subadviser in connection with a Fund’s continuous investment program. In addition, Wilshire maintains books and records with respect to its services under the Investment Advisory Agreement and furnishes the Board of Trustees with such periodic and special reports as the Board of Trustees may request.

In its oversight of the investment program of the Funds, Wilshire may manage the Funds directly or select investment managers as subadvisers to manage each Fund’s assets. If Wilshire selects subadvisers, Wilshire will determine the allocation of each Fund’s assets among those selected subadvisers. Wilshire selects subadvisers based upon a due diligence process that focuses on, but is not limited to, the subadviser’s philosophy and process, people and organization, resources and performance. Wilshire has discretion to select, retain and discharge the subadvisers with approval from the Trust’s Board of Trustees. Wilshire may take these actions with respect to subadvisers at any time without shareholder approval.

Wilshire selects subadvisers based on a continuing quantitative and qualitative evaluation of their skills and proven abilities in managing assets pursuant to a particular investment style. Short-term performance is not by itself a significant factor in selecting or terminating subadvisers, and therefore Wilshire does not anticipate frequent changes in the subadvisers. Criteria for employment of subadvisers includes, but is not limited to, a subadviser’s philosophy and process, people and organization, resources and performance. Subadvisers may have different investment styles and security selection disciplines.

Wilshire monitors the investment performance of each subadviser of the Funds and, to the extent it deems appropriate to achieve the Funds’ investment objectives, reallocates assets among individual subadvisers or recommends the employment or termination of particular subadvisers.

Pursuant to an exemptive order from the Securities and Exchange Commission (“SEC”), Wilshire, without shareholder approval, as normally would be required under the 1940 Act, may replace, add or remove subadvisers and enter into sub-advisory agreements with these subadvisers upon approval of the Board of Trustees. Within 90 days of the hiring of any new subadviser or the implementation of any proposed material change to a sub-advisory agreement, shareholders will be furnished with an information statement that contains all information that would be included in a proxy statement regarding the new subadviser or sub-advisory agreement, except as modified by exemptive relief. Moreover, Wilshire will not enter into a sub-advisory agreement with any subadviser that is an “affiliated person,” as defined in the 1940 Act, of the Trust or Wilshire, other than by reason of serving as a subadviser to one or more of the Funds, without shareholder approval. In addition, whenever a subadviser is hired or fired, Wilshire will provide the Board of Trustees with information showing the expected impact on Wilshire’s profitability and will report such impact quarterly.

Each subadviser’s fees will be paid by Wilshire out of the advisory fees that Wilshire receives from each of the Funds. For a Fund with multiple subadvisers, the fees paid to a subadviser will depend upon the fee rate negotiated with Wilshire and upon the percentage of the Fund’s assets allocated to that subadviser by Wilshire, which may vary from time to time. Thus, the basis for fees paid to any such subadviser will not be constant, and the relative amounts of fees paid to the various subadvisers of a Fund will fluctuate. These internal fluctuations, however, will not affect the total advisory fees paid by a Fund, which will remain fixed based on the terms described above. Wilshire may, however, determine in its discretion to waive a portion of its fee if internal fluctuations in the fee to be paid to the subadvisers results in excess profit to Wilshire. Because Wilshire will pay each subadviser’s fees out of its own fees from the Funds, there will not be any “duplication” of advisory fees paid by the Funds.

Shareholders should recognize, however, that in engaging new subadvisers and entering into sub-advisory agreements, Wilshire will negotiate fees with those subadvisers and, because these fees are paid by Wilshire and not directly by each Fund, any fee reduction negotiated by Wilshire may inure to Wilshire’s benefit and any increase may inure to its detriment. However, Wilshire has agreed to waive its fee to the extent any fee reduction is negotiated with a subadviser for the Small Cap Growth Fund and International Equity Fund. The fees paid to Wilshire by the Funds and the fees paid to the subadvisers by Wilshire are considered by the Board of Trustees in approving the Funds’ advisory and sub-advisory arrangements. Any change in the advisory fees paid by a Fund to Wilshire would require shareholder approval.

Information regarding the Board of Trustees’ approval of the Investment Advisory Agreement and Investment Sub-Advisory Agreements of the Equity Fund, Balanced Fund, Income Fund, Small Cap Growth Fund, International Equity Fund and Socially Responsible Fund is included in the Annual Report to Shareholders dated December 31, 2009, or as applicable, is included in the Semi Annual Report to Shareholders dated June 30, 2009.

For the services provided and the expenses assumed pursuant to the Investment Advisory Agreement, Wilshire receives a fee based on each Fund’s average daily net assets, computed daily and payable monthly, at the following annual rates:

Fund	Rate on the First $1 Billion of Fund Assets	Rate on Fund Assets in Excess of $1 Billion
Equity Fund	0.700%*	0.600%*
Balanced Fund	0.550%**	0.450%**
Income Fund	0.550%	0.450%
Small Cap Growth Fund***	1.150%	1.150%
International Equity Fund***	1.000%	0.900%
Socially Responsible Fund	0.850%	0.750%

_______________

*	Wilshire receives directly from the Equity Fund a fee based on average daily net assets of the Equity Fund that are not invested in the 130/30 Fund.

The Balanced Fund operates under a “fund of funds” structure, primarily investing in shares of the Income Fund and 130/30 Fund. The Equity Fund may invest in shares of the 130/30 Fund. Wilshire receives directly from the Balanced Fund a fee based on the average daily net assets of the Balanced Fund that are not invested in either the Income Fund or 130/30 Fund.

***

For the fiscal year ended December 31, 2009, Wilshire voluntarily waived 0.__% and 0.__% of its management fees for the Small Cap Growth Fund and International Equity Fund, respectively. After these waivers, actual net annual operating expenses, excluding Acquired Fund Fees and Expenses (“AFFE”), for the Small Cap Growth Fund and International Equity Fund for the fiscal year ended December 31, 2009 were __% and __%, respectively. Wilshire’s voluntary fee waiver is expected to continue until December 31, 2010 and may be terminated at any time.

Through consulting and other arrangements similar to the Funds’ “manager of managers” approach, Wilshire has also provided the same types of services to registered investment companies as provided under the Investment Advisory Agreement.

The Subadvisers

Each subadviser serves pursuant to a subadvisory agreement with Wilshire. Wilshire uses a “manager of managers” approach for the Funds by which Wilshire allocates each Fund’s assets among one or more “specialist” subadvisers. The assets of the Equity Fund are managed by Madison Square and Victory. The assets of the Income Fund are managed by Western Asset and WAML. WAML will manage the Income Fund’s assets allocated by Western Asset to foreign securities. Mellon and Copper Rock serve as the subadvisers for the Small Cap Growth Fund. PanAgora and Thomas White serve as the subadvisers for the International Equity Fund. ClearBridge serves as the subadviser for the Socially Responsible Fund. Substantially all of the Balanced Fund’s assets are allocated to the Income Fund and 130/30 Fund. See information on the Income Fund and 130/30 Fund for the relevant subadvisers of the Balanced Fund.

For Funds with multiple subadvisers, Wilshire has discretion over the percentage of assets allocated to each subadviser, and to the extent Wilshire deems appropriate to achieve a Fund’s investment objective, may reallocate the percentage of a Fund’s assets overseen by each subadviser at any time.

Madison Square

Madison Square, located at 51 Madison Avenue, New York, NY 10010 had approximately $__ billion in assets under management as of December 31, 2009. Madison Square manages a portion of the assets of the Equity Fund. Harvey Fram, Migene Kim, and Mona Patni are responsible for day-to-day management of the Fund.

Harvey Fram, CFA, Managing Director of Madison Square, is responsible for the management of quantitative equity portfolios. Prior to joining Madison Square’s predecessor organization in 2000, Mr. Fram was a portfolio manager and research strategist at Monitor Capital Advisors LLC (a former subsidiary of Madison Square’s predecessor organization). Prior to joining Monitor Capital Advisors LLC, he was a quantitative equity research analyst at ITG, a leading technology based equity brokerage firm. Prior to that, he was a portfolio manager for international equity derivatives at the Palladin Group, a hedge fund. Mr. Fram has an MBA from the Wharton School at the University of Pennsylvania.

Migene Kim is a Portfolio Manager for the core equity team of Madison Square. Prior to joining Madison Square’s predecessor organization in May of 2005, she spent seven years as a quantitative research analyst at INVESCO’s Structured Products Group. She started her career as an analyst at the Market Risk Management Group of Chase Manhattan Bank in 1993. Ms. Kim earned her MBA in Financial Engineering from the MIT Sloan School of Management and is a summa cum laude graduate in Mathematics from the University of Pennsylvania where she was elected to Phi Beta Kappa. She is also a CFA charterholder.

Mona Patni is a Portfolio Manager for the core equity team of Madison Square. Prior to joining Madison Square’s predecessor organization in June of 2006, she was a principal consultant in the Financial Services division at PricewaterhouseCoopers, LLP. Ms. Patni earned her MBA from NYU Stern School of Business and her undergraduate degree in Computer Science Engineering from the University of Bombay.

Victory

Victory manages a portion of the Equity Fund and is located at 127 Public Square, Cleveland, OH 44114. Victory is a wholly owned subsidiary of KeyBank National Association and a second-tier subsidiary of KeyCorp (NYSE: KEY), a publicly held financial services company with approximately $__ billion in assets under management as of December 31, 2009. Victory’s Diversified Equity Team manages common, collective and mutual funds as well as portfolios for corporations, public funds, Taft-Hartley plans, endowments, foundations, health care and nonprofits managed in the diversified style.

Lawrence G. Babin, Paul D. Danes, Carolyn M. Rains, Bradley S. Norton and Martin L. Shagrin are members of Victory’s Diversified Equity Team and are primarily responsible for the day-to-day management of Victory’s portion of the Equity Fund.

Lawrence G. Babin, CFA, CIO, Diversified Equity Senior Portfolio Manager & Senior Managing Director, has been with Victory and/or an affiliate since 1982. Mr. Babin holds a Bachelor of Science from the Wharton School at the University of Pennsylvania and a Master of Business Administration from the University of Michigan.

Paul D. Danes, CFA, Senior Portfolio Manager & Managing Director, is a portfolio manager for the Diversified Equity strategy. He joined Victory and/or an affiliate in 1987. Mr. Danes holds a Bachelor of Science from Arizona State University and a Master of Business Administration from The Ohio State University.

Carolyn M. Rains, CFA, Portfolio Manager & Manager Director, is a portfolio manager for the Diversified Equity strategy. She has been with Victory and/or an affiliate since 1998 following four years prior investment experience. Ms. Rains holds a Bachelor of Science in Business Administration from Bowling Green State University and a Master of Business Administration from Cleveland State University.

Bradley S. Norton, CPA, CFA, Equity Research Analyst & Director, is an equity research analyst for the Diversified Equity strategy. He joined Victory and/or an affiliate in 1999. Mr. Norton holds a Bachelor of Science in Business Administration from Bucknell University and a Master of Business Administration from Georgetown University.

Martin L. Shagrin, Portfolio Specialist, Equity Research Analyst & Managing Director, is a portfolio specialist and equity research analyst for the Diversified Equity strategy. He joined Victory and/or an affiliate in 1999 following 5 years prior investment experience. He holds a Bachelor of Science in Business Administration from The Ohio State University and a Master of Business Administration from Case Western Reserve University.

ClearBridge

ClearBridge, 620 8th Avenue, New York, NY 10018, is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). ClearBridge provides investment management services to institutional and retail investors. ClearBridge was formed in 2006 by Legg Mason, Inc. (“Legg Mason”) following Legg Mason’s acquisition of substantially all of the global investment management business then known as Citigroup Asset Management from Citigroup, Inc. ClearBridge is Legg Mason’s largest equity manager, with approximately $__ billion in assets under management at December 31, 2009.

Senior Portfolio Managers Scott Glasser and Michael Kagan, along with Portfolio Manager Mary Jane McQuillen, head of the Environmental, Social and Governance (ESG) Research & Integration research team, are primarily responsible for managing the Socially Responsible Fund.

Mr. Glasser, Managing Director, Senior Portfolio Manager, Co-Director of Research, joined a predecessor organization in 1993 and has over 19 years of investment industry experience. Mr. Kagan, Managing Director and Senior Portfolio Manager joined a predecessor organization in 1994 and has over 24 years of investment experience. Ms. McQuillen, Director, Portfolio Manager, Socially Aware Investments, has 13 years of investment industry experience.

Western Asset

Western Asset Management Company (“Western”), established in 1971, is located at 385 E. Colorado Boulevard, Pasadena, California 91101. Western Asset Management Company Limited (WAMCL) was founded in 1984 and is located at 10 Exchange Square, Primrose Street, London, EC 2A2EN, United Kingdom. As of December 31, 2009, total assets under management by Western were approximately $482.2 billion and $56.2 billion by WAMCL. WAMCL is affiliated with Western under common control, jointly managing an assigned portion of the Income Fund. WAMCL provides certain subadvisory services relating to currency transactions and investments in non-U.S. dollar-denominated securities and related foreign currency instruments. Expertise from WAMCL’s investment professionals add local sector investment experience as well as the ability to trade in local markets. Western maintains constant interaction and coordination between its investment professionals to maintain a unified and cohesive investment management approach.

Western utilizes a team-based approach to portfolio management to ensure that all portfolios, as allowed by guidelines, benefit from the expertise of all the firms’ sector specialists. Stephen A. Walsh, Chief Investment Officer, and S. Kenneth Leech, CIO Emeritus, are both responsible for the strategic oversight of the Income Fund’s investments and for supervising the operations and of the various sector specialist teams dedicated to the specific asset classes in which the Income Fund invests. Messrs. Walsh and Leech are involved in the management of all Western’s portfolios, but they are not solely responsible for particular portfolios. With respect to the Income Fund and other client accounts with a similar objective, Edward A. Moody, Carl L. Eichstaedt, Mark S. Lindbloom, Chris Diegelman, Michael C. Buchanan and Keith Gardner provide specialized expertise and global oversight. They are also responsible for portfolio structure, including sector allocation, duration weighting and term structure decisions. These individuals are also responsible for overseeing implementation of Western’s overall investment ideas and coordinating the work of the various sector teams. This structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members.

Messrs. Walsh, Leech, Moody, Eichstaedt, Diegelman and Gardner have been Portfolio Managers for Western for more than five years. Mr. Lindbloom and Mr. Buchanan have been Portfolio Managers for Western since 2005. Prior to joining Western, Mr. Lindbloom was a Portfolio Manager for Citigroup Asset Management for nine years and Mr. Buchanan was employed as a Managing Director, Head of U.S. Products, for Credit Suisse Asset Management for two years.

Copper Rock

Copper Rock, located at 200 Clarendon Street, 51st Floor, Boston, MA 02116 is a registered investment advisory firm specializing in the management of small cap growth portfolios for pension and profit-sharing plans, institutional investors, investment limited partnerships and mutual funds. Copper Rock had $__ billion in assets under management as of December 31, 2009. Copper Rock manages a portion of the assets of the Small Cap Growth Fund.

Tucker M. Walsh is the portfolio manager, and is responsible for investment strategy, original research and portfolio construction.

Mr. Walsh is a founding partner, Chief Executive Officer and Head of Portfolio Management at Copper Rock. Prior to founding Copper Rock in February 2005, Mr. Walsh was a Managing Director and Head of the Small Cap Growth team at State Street Research. He managed a $2 billion portfolio for State Street Research’s institutional separate accounts and registered mutual funds. Previously, he was an Equity Analyst at Chilton Investment Company, Equity Analyst at SG Cowen Asset Management and Equity Analyst at Merrill Lynch. Mr. Walsh earned a BA in Economics from Washington and Lee University. He has over 18 years of investment industry experience.

Mellon

Mellon (formerly BNY Mellon Asset Management), a New York corporation, is located at 50 Fremont Street, Suite 3900, San Francisco, CA 94105. Mellon had approximately $_____ billion in assets under management as of December 31, 2009. Mellon manages a portion of the assets of the Small Cap Growth Fund.

The Mellon Index Fund Management team is responsible for managing Mellon’s portion of the Small Cap Growth Fund. The three most senior members are Karen Q. Wong, Richard A. Brown and Thomas J. Durante.

Ms. Wong is a Managing Director, Equity Index Strategies, West Coast with nine years at Mellon. Ms. Wong heads a team of portfolio managers covering domestic and international passive equity funds. She is also responsible for the refinement and implementation of the equity portfolio management process. Prior to joining Mellon, Ms. Wong worked as a security analyst at Redwood Securities. Ms. Wong attained the Chartered Financial Analyst designation. She graduated with a BA from San Francisco State University, and obtained an MBA from San Francisco State University.

Mr. Brown is a Director, Equity Portfolio Management with 14 years at Mellon. Mr. Brown is responsible for a team of portfolio managers covering domestic and international passive equity funds. He is also responsible for the refinement and implementation of the equity portfolio management process. Mr. Brown attained the Chartered Financial Analyst designation. He obtained an MBA from California State University at Hayward.

Mr. Durante is a Director, Senior Portfolio Manager, Equity with nine years at Mellon. Mr. Durante is responsible for a team of portfolio managers covering domestic and international indexed portfolios. He is also responsible for the refinement and implementation of the equity portfolio management process. Prior to joining Mellon, he worked in the fund accounting department for Dreyfus. Mr. Durante attained the Chartered Financial Analyst designation. He graduated with a BA from Fairfield University.

PanAgora

PanAgora, a Delaware corporation, is an investment advisor registered under the Advisers Act and is both a commodity trading advisor and commodity pool operator, under the rules of the Commodity Futures Trading Commission, with the National Futures Association. Headquartered at 260 Franklin St., 22nd Floor, Boston, MA 02110, PanAgora is a provider of actively managed and enhanced investment strategies designed to dynamically adapt to the market environment. PanAgora had approximately $__ billion in assets under management as of December 31, 2009.

William Zink, Melanie Batstone, Randall Yarlas, and Anthony Troilo are the portfolio managers that are responsible for the day-to-day management of PanAgora’s portion of the International Equity Fund.

Mr. Zink is responsible for the development and management of custom index products, including tax-aware and socially responsible strategies. Prior to joining PanAgora, Mr. Zink was Vice President in charge of portfolio management and mutual fund pricing businesses at Interactive Data Corporation. He has been with PanAgora for 21 years and has 35 years of experience. Mr. Zink has a BS and an MS from Massachusetts Institute of Technology.

Ms. Batstone is responsible for the daily management of PanAgora’s structured investment strategies. Her responsibilities include portfolio construction, securities trading, and ongoing investment monitoring. She moved into her current role from PanAgora’s Investment Operations area where as manager, she focused on performance attribution and reporting. Prior to joining PanAgora, Ms. Batstone was a Senior Performance Measurement Analyst at Russell/Mellon Analytical Services. She has been with PanAgora for 9 years and has 15 years of experience.

Mr. Yarlas is responsible for the daily management of PanAgora’s Macro-Strategies portfolios. Prior to assuming this role he managed PanAgora’s Investment Operations. His responsibilities include the oversight of all aspects of investment operations for PanAgora’s global equity accounts, including trade processing, custody and accounting, corporate action processing and portfolio valuation and reconciliation. Before joining PanAgora, Mr. Yarlas worked at Brown Brothers Harriman & Co. He has been with PanAgora for 10 years and has 16 years of experience.

Mr. Troilo joined PanAgora’s Macro Strategies team in February 2007. His responsibilities within the team include managing both domestic and global passive accounts as well as active-passive global equity accounts. Prior to his current role, Mr. Troilo was the investment operations manager at PanAgora where he served in that role for five years. Mr. Troilo has been with PanAgora for 8 years and has 13 years of experience.

Thomas White

Thomas White, located at 440 S. LaSalle Street, Suite 3900, Chicago, Illinois 60605 had approximately $__ million in assets under management as of December 31, 2009. Day to day management of Thomas White’s portion of the International Equity Fund is the responsibility of portfolio managers Thomas S. White, Jr., Douglas M. Jackman, CFA, Wei Li, Ph.D, CFA and Jinwen Zhang, Ph.D, CFA.

Mr. White, President, Chief Investment Officer, and Portfolio Manager, co-founded Thomas White in 1992. He has been managing investments for 44 years and previously served as a Managing Director for Morgan Stanley Asset Management from 1979 to 1992. Mr. White has a BA in Economics from Duke University.

Mr. Jackman, Executive Vice President, Portfolio Manager, and Senior Research Officer, joined Thomas White in 1995. He has been managing investments for 19 years and previously worked for Morgan Stanley. Mr. Jackman has an AB in Economics and an MBA from the University of Chicago.

Mr. Li, Executive Vice President and Research Officer, joined Thomas White in 1994. He has been managing investments for 15 years and prior to joining Thomas White was a postdoctoral research assistant at Rensselaer Polytechnic Institute and a postdoctoral fellow at McGill University. Mr. Li has a BS in Mathematics from Nanjing University, a MS in Mathematics from Nanjing Normal University and a Ph.D. in Mathematics from Purdue University.

Ms. Zhang, Senior Vice President and Research Officer, joined Thomas White in 1999. She has been managing investments for 11 years. Ms. Zhang has a BS in Biochemistry from Beijing University, a MBA in Finance and Accounting from the University of Chicago and a Ph.D. in Biochemistry from Iowa State University.

The 130/30 Fund

The investment philosophies of the subadvisers of the 130/30 Fund are described in more detail below. No assurances exist that the 130/30 Fund will achieve its investment objective.

AXA Rosenberg Investment Management LLC

AXA Rosenberg Investment Management LLC (“AXA Rosenberg”) serves as a subadviser to a portion of the 130/30 Fund. AXA Rosenberg constructs a portfolio of common stocks based on fundamental analysis using a two-part quantitative model: a valuation model and an earnings forecast model. AXA Rosenberg’s valuation model seeks to identify the fair value of a stock using a sum-of-the-parts technique. The sum of a company’s parts is then compared to the current stock price to determine whether the stock appears to be under- or overvalued relative to the market price. AXA Rosenberg’s earnings forecast model seeks to identify companies that are expected to have superior, year-ahead earnings. A mix of fundamental indicators (e.g., profitability measures) and indicators from market participants (e.g., analyst forecasts) is combined to generate a forecast of next year’s earnings for a company. The output of the two models is combined to form a single predicted return for each company that AXA Rosenberg covers. The predicted returns are fed into a risk model that mathematically weighs the tradeoff between the portfolio’s expected return and risk associated with common factor differences versus the benchmark index. Each stock is compared with its next-best alternative, taking into account round-trip trading costs. AXA Rosenberg optimizes its portfolio against the Russell 1000 Index, the benchmark for the 130/30 Fund.

Pyramis

Pyramis Global Advisors, LLC (“Pyramis”) serves as a Sub-Adviser to a portion of the Fund. Pyramis constructs its portion of the Fund by using a bottom-up, fundamental strategy to identify securities that may outperform (and underperform) the market. The primary driver of Pyramis’ large cap core strategy is its stock selection skill based on its in-depth proprietary research on both the long and short sides of Pyramis’ portion of the Fund. Pyramis’ portion of the Fund is constructed within certain sector and security level constraints to seek alpha, neutralize systematic exposures, ensure style consistency and to limit tracking error to the Fund’s benchmark, the S&P 500 Index.

UBS Global Asset Management (Americas), Inc.

UBS Global Asset Management (Americas), Inc. (“UBS”) serves as a Sub-Adviser to a portion of the Fund. UBS constructs its portion of the portfolio by focusing on intensive fundamental research. UBS employs an investment strategy that is based on a price-to-intrinsic value approach which derives the intrinsic value of a company from estimates of future free cash flows. UBS’ portion of the Fund is moderately diversified with approximately 50-70 long positions and 30-50 short positions. UBS’ portion of the Fund is constructed within certain position, sector, beta and tracking error constraints.

Thompson, Siegel & Walmsley LLC

Thompson, Siegel & Walmsley LLC (“TS&W”) serves as a subadviser to a portion of the 130/30 Fund. TS&W’s investment strategy uses a bottom-up process that combines quantitative and fundamental analysis with disciplined risk controls. TS&W generates a consistent source of independent ideas by using a four-factor screen to rank the targeted universe of companies. Fundamental analysis is then employed to identify the key points in the investment case. This process seeks to identify long positions with some combination of inexpensive valuation and positive change that could lead to a materially higher valuation. The process also seeks to identify short positions with some combination of expensive valuation and negative change that could lead to a significantly lower valuation. TS&W then employs disciplined risk controls in an effort to maximize the impact of the winning positions and minimize the impact of the losing positions with the objective of generating consistent excess returns versus the benchmark.

TWIN Capital Management, Inc.

TWIN Capital Management, Inc. (“TWIN”) serves as a subadviser to a portion of the 130/30 Fund. A quantitative multi-factor stock selection model is central to TWIN’s investment process. TWIN constructs its portion of the 130/30 Fund by purchasing large and middle capitalization equity securities that TWIN believes are undervalued, have rising expected earnings, display recent price gains, and exhibit more stable and sustainable earnings relative to peer group stocks. Simultaneously, TWIN will sell short overvalued securities, with lagging price gains and declining expected earnings, coupled with greater uncertainty regarding future earnings. The TWIN investment team seeks to generate alpha (relative to the Russell 1000 Index) by investing roughly 130% in long positions and 30% in short positions. TWIN employs a systematic, bottom-up stock selection approach along with a “Fundamental Tilt” element that positions the 130/30 Fund at the margin towards the size and style segments of the market that TWIN believes will be in favor. Additionally, TWIN actively manages the active risk (tracking error) of the 130/30 Fund based on its outlook for market risk and breadth. TWIN’s portion of the 130/30 Fund’s portfolio will generally consist of between 200 and 350 stocks and TWIN will control for sector, industry and market risk levels. TWIN does not time the market and seeks to remain fully invested at all times.

The SAI provides additional information about each Fund’s portfolio managers, including their compensation, other accounts they manage and their ownership of securities in the Fund they manage.

Portfolio Holdings. A description of the policies and procedures with respect to the disclosure of the Funds’ portfolio securities is available in the SAI.

DISTRIBUTION AND SHAREHOLDER SERVICES PLAN

The Funds have adopted a plan under Rule 12b-1 of the 1940 Act that provides for a fee of 0.25% of each Fund’s average net assets payable to SEI Investments Distribution Co. (the “Distributor”) to compensate the Distributor for distribution and other services provided to shareholders.

Because 12b-1 fees are paid out of a Fund’s assets on an ongoing basis, they will, over time, increase the cost of investment and may cost more than other types of sales charges.

PURCHASES AND REDEMPTIONS

Shares of each Fund are currently sold only to insurance company separate accounts. Previously, shares of the Equity Fund were available to the public. While Equity Fund shares may no longer be purchased by the general public, existing public shareholders may acquire additional shares through the automatic reinvestment of dividends and distributions. Shareholder subscriptions and redemptions are effected at the price based on the next calculation of net asset value per share after receipt of a request by the insurance company.

Each Fund sells and redeems its shares at net asset value per share, without a sales or redemption charge. The net asset value of each Fund’s shares is determined on each day the New York Stock Exchange (“NYSE”) is open for trading at the close of regular trading on the NYSE (normally 4:00 p.m. Eastern Time). No valuations are made for any day that the NYSE is closed. The computation is made by dividing the net assets by the number of outstanding shares. Net assets are equal to the total assets of a Fund less its liabilities.

A security listed or traded on a domestic exchange is valued at its last sales price on the exchange where it is principally traded. In the absence of a current quotation, the security is valued at the mean between the last bid and asked prices on the exchange. Securities traded on National Association of Securities Dealers Automatic Quotation (“Nasdaq”) System are valued at the Nasdaq official closing price. If there is no Nasdaq official closing price available, the most recent bid quotation is used. Securities traded over-the-counter (other than on Nasdaq) are valued at the last current sale price. Equity securities primarily traded on a foreign exchange or market are valued daily at the price, which is an estimate of the fair value price, as provided by an independent pricing service. Debt securities having a remaining maturity of 60 days or less, maturing at par, are valued at prices supplied by the Funds’ pricing agent for such securities, if available, and otherwise are valued at amortized cost. When market quotations are not readily available, securities are valued according to procedures established by the Board of Trustees or are valued at fair value as determined in good faith by the Pricing Committee, whose members include at least two representatives of the Adviser, one of whom is an officer of the Trust, or the Trust’s Valuation Committee. Securities whose value does not reflect fair value because a significant valuation event has occurred may be valued at fair value by the Pricing Committee or the Valuation Committee. The value of fair valued securities may be different from the last sale price (or the mean between the last bid and asked prices), and there is no guarantee that a fair valued security will be sold at the price at which a security is valued. Investments in the Equity Fund, Income Fund and 130/30 Fund by the Balanced Fund and investments in the 130/30 Fund and in other investment companies by the Equity Fund are valued at their net asset value as reported by the underlying fund.

Except in extraordinary circumstances and as permissible under the 1940 Act, redemption proceeds are paid on or before the third business day following the date the request for redemption is received.

A Fund may temporarily stop redeeming its shares when the NYSE is closed or trading on the NYSE is restricted, when an emergency exists and the Fund cannot sell its shares or accurately determine the value of its assets, or if the SEC orders the Fund to suspend redemptions. We reserve the right to impose a redemption fee in the future.

Redemption of Equity Fund Shares by Existing Public Shareholders

The Equity Fund will redeem shares from public shareholders at the net asset value per share next determined after receipt of a redemption request. If stock certificates have been issued, the signature of each party must be signature guaranteed. If certificates are lost, the shareholder will need to submit an Affidavit of Loss form and a Lost Instrument Bond will be required. Documents may be obtained by calling the transfer agent at 1-888-200-6796. The cost for this bond must be paid by the shareholder. For redemption and re-registration requests of $50,000 and greater, the signature of each party must be signature guaranteed. For redemption and re-registration requests of any amount being sent to a payee or address other than that of record, the signature of each party must be signature guaranteed.

The Equity Fund will redeem shares from public shareholders at the net asset value per share next determined after receipt of a redemption request. You should mail redemptions requests to Wilshire Variable Insurance Trust, P.O. Box 219512, Kansas City, MO 64121-8512. If you are mailing via overnight courier, send your request to Wilshire Variable Insurance Trust, c/o DST Systems, Inc., 333 W. 11th Street, Kansas City, MO 64105.

Redemption requests should identify the account by number and the name(s) in which the account is registered. The request must be signed exactly as the account is registered. On a jointly held account, all owners must sign. Provided the request is received in good form, payment for shares redeemed will be made by a Fund within seven business days of receipt. We require a signature guarantee for each signature on your redemption letter (i) if you redeem more than $50,000, (ii) if proceeds are to be paid to someone other than the registered holder of shares, or (iii) if the investor’s address of record has changed within the past 60 days. A signature guarantee can be obtained from any of the following institutions: a national or state bank, a trust company, a federal savings and loan association, or a broker-dealer that is a member of a national securities exchange. A notarized signature is not sufficient.

Systematic Cash Withdrawal Plan

When an Equity Fund public shareholder has accumulated $5,000 or more of Equity Fund shares in his or her account, shares may be withdrawn automatically through the Systematic Cash Withdrawal Plan (the “Plan”). A shareholder may receive checks monthly, quarterly, semi-annually or annually in any amount requested, but not less than $25. In determining eligibility for the Plan, the value of a public shareholder’s account is determined at the net asset value on the date the Plan request is received in good order. Payments under the Plan will be made either on the 1st or 15th of the month, as selected by the shareholder. A sufficient number of shares will be redeemed from the shareholder’s account at the net asset value on the specified date to provide funds for payments under the Plan, thus reducing the shareholder’s account value. Depending on the amount and frequency of withdrawals, payments under the Plan may exhaust the shareholder’s account. There is no redemption charge with respect to the shares redeemed from the shareholder’s account. A Plan may be terminated upon written request. Shares issued in certificate form are not eligible for participation in the Plan.

Customer Identification Program

Record owners of the Funds are the insurance companies that offer the Funds as choices for holders of certain variable annuity contracts. The Funds have a verification process for new insurance company accounts to help the government fight the funding of terrorism and money laundering activities. Federal law requires all financial institutions, including the Funds, to obtain, verify, and record information that identifies each person who opens an account. When an insurance company opens an account, the Funds will ask for its name, address, and other information that will allow the Funds to identify the company. This information will be verified to ensure the identity of all persons opening an account.

For certain insurance companies, the Funds might request additional information (for instance, the Funds would ask for documents such as the insurance company’s articles of incorporation) to help verify the insurance company’s identity.

The Funds will not complete the purchase of any Fund shares for an account until all required and requested identification information has been provided and the application has been submitted in proper order. Once the application is determined to be in proper order, Fund purchase(s) will be effected at the net asset value per share next calculated.

The Funds may reject a new account application if the insurance company does not provide any required or requested identifying information or for other reasons.

The Funds may refuse, cancel or rescind any purchase order; freeze any account (meaning the insurance company will not be able to purchase Fund shares in a shareholder’s account); suspend account services; and/or involuntarily redeem the account if the Funds think that the account is being used for fraudulent or illegal purposes by the insurance company or by the variable annuity contract owner; one or more of these actions will be taken when, at the sole discretion of the Funds, they are deemed to be in a Fund’s best interest or when a Fund is requested or compelled to do so by governmental authority or by applicable law.

The Funds may close and liquidate an account if they are unable to verify provided information, or for other reasons; if the Funds decide to close the account, the Fund shares held in the account will be redeemed at the net asset value per share next calculated after the Funds determine to close the account; the insurance company may be subject to gain or loss on the redemption of the fund shares and the insurance company may incur federal income tax liability.

Short-Term and Excessive Trading

The Trust and the Funds are designed for long-term investors. The Funds do not accommodate short-term or excessive trading and ask the insurance companies that offer the Funds for cooperation in discouraging such trading activity through their variable annuity contracts. Such trading may present risks to other shareholders in the Funds, including disruption of portfolio investment strategies, with potential resulting harm to investment performance, and increased trading costs or Fund expenses. Thus, such trading may negatively impact a Fund’s net asset value and result in dilution to long-term shareholders.

The Trust is limited in its ability to enforce the Trust’s market timing trading policy because each insurance company has the relationship with, and is responsible for maintaining the account records of, the individual variable annuity contract owners. In addition, there may be legal and technical limitations on the ability of an insurance company to impose trading restrictions and to apply the Trust’s market timing trading policy to their variable annuity contract owners. As a result, there is no assurance that the Trust will be completely successful in its effort to detect or minimize market timing activity.

Under agreements that the Trust or its distributor have entered into with participating insurance companies, the Trust may request transaction information from participating insurance companies at any time in order to determine whether there has been short-term trading by the participating insurance companies’ customers. The Trust will request that the participating insurance company provide individual contract owner level detail to the Trust as its request. If short-term trading is detected at the contract owner level, the Trust will request that the participating insurance company (a) continue to monitor the contract owner, (b) issue the contract owner a warning, or (c) ban the contract owner from making further allocations to that Fund. The Trust reserves the right to reject or cancel all future purchase and exchange transactions if the Trust believes there appears to be a pattern of short-term or excessive trading activity. A participating insurance company may apply its own short-term trading policies and procedures, which may be more or less restrictive than the Trust’s policies and procedures.

The Trust has entered into shareholder information agreements with participating insurance companies. Under such shareholder information agreements, the Trust may instruct a participating insurance company to restrict or prohibit further purchases or exchanges of fund shares by a shareholder who has been identified by the Trust as having engaged in transactions of fund shares that violate policies established by the Trust for the purpose of eliminating or reducing any dilution of the value of the outstanding securities issued by the Trust.

DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAXES

Each Fund distributes substantially all of its net investment income and net capital gains to shareholders each year. All dividends or distributions paid on Fund shares held by a separate account, net of separate account contract charges, are automatically reinvested in shares of the respective Fund at the net asset value determined on the dividend payment date.

Under the Internal Revenue Code of 1986, as amended, the life insurance company issuing your variable contract is taxed as a life insurance company and the operations of its separate accounts are taxed as part of its total operations. Under current interpretations of existing federal income tax law, investment income and capital gains of separate accounts are not subject to federal income tax to the extent applied to increase the value of variable annuity contracts. Tax consequences to variable annuity contract holders are described in your variable annuity contract prospectus issued by the applicable insurance company separate account.

Public shareholders of the Equity Fund may elect to receive cash dividends and will be notified of the amount and type of distribution. If a shareholder elects to receive a cash dividend and the dividend check is returned by the postal service, attempts will be made to locate the shareholder. If the attempts to locate are unsuccessful, the shareholder’s dividend option will be changed to reinvestment. Dividends will be taxable to the shareholder whether paid in cash or reinvested in additional shares. When new shares are added to an Equity Fund public shareholder’s account through the reinvestment of dividends or when distributions occur, a confirmation statement is sent to the public shareholder showing the number of shares that were credited to the account, the net asset value per share and the total number of shares in the account.

A dividend or capital gain distribution will reduce the per share net asset value by the amount of the dividend or distribution. Shortly after the end of each year, Equity Fund shareholders will be informed of the amount of and the federal income tax treatment of all distributions made during the year. If not otherwise subject to tax on their income, public shareholders will not be required to pay tax on amounts distributed to them. Shareholders must determine for themselves the applicability of state and local taxes to dividends and distributions received on Equity Fund shares.

By law, a Fund must withhold 28% of your distributions and proceeds paid to you if you do not provide your correct taxpayer identification number, or certify that such number is correct, or if the IRS instructs a Fund to do so. The tax discussion set forth above is included for general information only. Investors and prospective investors should consult their own tax advisers concerning the federal, state, local or foreign tax consequences of an investment in a Fund.

Additional information on these and other tax matters relating to the Funds and their shareholders is included in the section entitled “Tax Matters” in the SAI.

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand each Fund’s financial performance for the past five fiscal years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in a Fund (assuming reinvestment of all dividends and distributions). The information has been audited by _______________________, independent registered public accounting firm. Their report for 2009, along with each Fund’s financial statements, is included in the 2009 annual report, which is available upon request.

Equity Fund

	Year Ended December 31,
	2009	2008			2007			2006			2005
Net asset value, beginning of year		$	22.97		$	25.24		$	22.35		$	21.34

Income from investment operations:
Net investment income(1)			0.15			0.14			0.21			0.25
Net realized and unrealized gain/(loss) on investments and future contracts			(9.39	)		0.47			3.57			1.01

Total from investment operations			(9.24	)		0.61			3.78			1.26

Less distributions:
From net investment income			(0.17	)		(0.15	)		(0.23	)		(0.25	)
From capital gains			(0.04	)		(2.73	)		(0.66	)		—

Total distributions			(0.21	)		(2.88	)		(0.89	)		(0.25	)

Net asset value, end of year		$	13.52		$	22.97		$	25.24		$	22.35

Total return(2)			(40.19	)%		2.20	%		16.92	%		5.90	%

Ratios to average net assets/supplemental data:
Net assets, end of year (in 000’s)		$	254,334		$	496,132		$	527,981		$	505,499
Operating expenses including reimbursement/waiver and excluding earnings credits			1.17	%		1.13	%		1.00	%		0.86	%
Operating expenses excluding reimbursement/waiver and earnings credits			1.17	%		1.13	%		1.03	%		0.93	%
Net investment income			0.80	%		0.54	%		0.87	%		1.15	%
Portfolio turnover rate			93	%		81	%		135	%		44	%

_______________

(1)	The selected per share data was calculated using the average shares outstanding method for the period.

(2)	If you are an annuity contract owner, the total return does not reflect the expenses that apply to the separate account or related insurance policies. The inclusion of these charges would reduce the total return figures for all periods shown.

Balanced Fund

	Year Ended December 31,
	2009	2008			2007			2006			2005
Net asset value, beginning of year		$	20.75		$	20.13		$	18.72		$	17.95

Income from investment operations:
Net investment income(1)			0.35			0.39			0.41			0.11
Net realized and unrealized gain/(loss) on investments			(5.94	)		0.23			1.76			0.66

Total from investment operations			(5.59	)		0.62			2.17			0.77

Less distributions:
From net investment income			(1.13	)		—			(0.70	)		—
From capital gains			(1.16	)		—			(0.06	)		—

Total distributions			(2.29	)		—			(0.76	)		—

Net asset value, end of year		$	12.87		$	20.75		$	20.13		$	18.72

Total return(2)			(26.68	)%		3.08	%		11.59	%		4.29	%

Ratios to average net assets/supplemental data:
Net assets, end of year (in 000’s)		$	155,258		$	243,184		$	260,416		$	256,819
Operating expenses including reimbursement/waiver and excluding earnings credits†			0.16	%		0.09	%		0.08	%		0.06	%
Operating expenses excluding reimbursement/waiver and excluding earnings credits†			0.16	%		0.09	%		0.10	%		0.06	%
Net investment income			1.92	%		1.88	%		2.09	%		0.60	%
Portfolio turnover rate			30	%		10	%		4	%		1	%

_______________

†	These ratios do not include expenses from the underlying funds.

(1)	The selected per share data was calculated using the average shares outstanding method for the period. Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(2)	If you are an annuity contract owner, the total return does not reflect the expenses that apply to the separate account or related insurance policies. The inclusion of these charges would reduce the total return figures for all periods shown.

Income Fund

	Year Ended December 31,
	2009	2008			2007			2006			2005
Net asset value, beginning of year		$	12.29		$	12.36		$	12.40		$	12.16

Income from investment operations:
Net investment income(1)			0.54			0.56			0.52			0.45
Net realized and unrealized gain/(loss) on investments and foreign currency transactions			(1.33	)		(0.05	)		(0.03	)		(0.21	)

Total from investment operations			(0.79	)		0.51			0.49			0.24

Less distributions:
From net investment income			(0.60	)		(0.56	)		(0.52	)		—
From capital gains			(0.27	)		(0.02	)		(0.01	)		—

Total distributions			(0.87	)		(0.58	)		(0.53	)		—

Net asset value, end of year		$	10.63		$	12.29		$	12.36		$	12.40

Total return(2)			(6.44	)%		4.21	%		3.99	%		1.97	%

Ratios to average net assets/supplemental data:
Net assets, end of year (in 000’s)		$	101,604		$	127,463		$	129,228		$	127,380
Operating expenses including reimbursement/waiver and excluding earnings credits			1.05	%		0.98	%		1.02	%		0.95	%
Operating expenses excluding reimbursement/waiver and excluding earnings credits			1.05	%		1.05	%		1.05	%		1.00	%
Net investment income			4.52	%		4.47	%		4.12	%		3.64	%
Portfolio turnover rate			367	%		458	%		421	%		765	%

_______________

(1)	The selected per share data was calculated using the average shares outstanding method for the period.

(2)	If you are an annuity contract owner, the total return does not reflect the expenses that apply to the separate account or related insurance policies. The inclusion of these charges would reduce the total return figures for all periods shown.

Small Cap Growth Fund

	Year Ended December 31,
	2009	2008			2007			2006			2005
Net asset value, beginning of year		$	16.22		$	14.24		$	12.78		$	12.33

Income/(loss) from investment operations:
Net investment loss(1)			(0.11	)		(0.13	)		(0.18	)		(0.11	)
Net realized and unrealized gain/(loss) on investments			(7.41	)		2.11			1.64			0.56

Total from investment operations			(7.52	)		1.98			1.46			0.45

Net asset value, end of year		$	8.70		$	16.22		$	14.24		$	12.78

Total return(2)			(46.36	)%		13.91	%		11.42	%		3.65	%

Ratios to average net assets/supplemental data:
Net assets, end of year (in 000’s)		$	30,853		$	58,758		$	54,195		$	52,655
Operating expenses including reimbursement/waiver and excluding earnings credits			1.64	%		1.45	%		1.60	%		1.66	%
Operating expenses excluding reimbursement/waiver and excluding earnings credits			1.88	%		1.76	%		1.76	%		1.73	%
Net investment loss			(0.86	)%		(0.85	)%		(1.29	)%		(0.94	)%
Portfolio turnover rate			199	%		110	%		240	%		152	%

_______________

(1)	The selected per share data was calculated using the average shares outstanding method for the period.

(2)	If you are an annuity contract owner, the total return does not reflect the expenses that apply to the separate account or related insurance policies. The inclusion of these charges would reduce the total return figures for all periods shown.

International Equity Fund

	Year Ended December 31,
	2009	2008			2007			2006			2005
Net asset value, beginning of year		$	16.44		$	16.11		$	13.11		$	11.91

Income from investment operations:
Net investment income(1)			0.25			0.13			0.07			0.10
Net realized and unrealized gain/(loss) on investments and foreign currency transactions			(7.44	)		1.26			3.04			1.11

Total from investment operations			(7.19	)		1.39			3.11			1.21

Less distributions:
From net investment income			(0.20	)		(0.15	)		(0.11	)		(0.01	)
From capital gains			—			(0.91	)		—			—

Total distributions			(0.20	)		(1.06	)		(0.11	)		(0.01	)

Net asset value, end of year		$	9.05		$	16.44		$	16.11		$	13.11

Total return(2)			(43.75	)%		8.73	%		23.76	%		10.12	%

Ratios to average net assets/supplemental data:
Net assets, end of year (in 000’s)		$	32,854		$	57,093		$	51,219		$	41,882
Operating expenses including reimbursement/waiver and excluding earnings credits			1.56	%		2.06	%		2.10	%		1.71	%
Operating expenses excluding reimbursement/waiver and excluding earnings credits			1.78	%		2.26	%		2.27	%		1.80	%
Net investment income			1.90	%		0.77	%		0.49	%		0.84	%
Portfolio turnover rate			27	%		106	%		103	%		48	%

_______________

(1)	The selected per share data was calculated using the average shares outstanding method for the period.

(2)	If you are an annuity contract owner, the total return does not reflect the expenses that apply to the separate account or related insurance policies. The inclusion of these charges would reduce the total return figures for all periods shown.

Socially Responsible Fund

	Year Ended December 31,
	2009	2008			2007			2006			2005
Net asset value, beginning of year		$	15.77		$	17.43		$	16.21		$	15.42

Income from investment operations:
Net investment income(1)			0.16			0.17			0.21			0.20
Net realized and unrealized gain/(loss) on investments			(6.58	)		(0.60	)		3.12			0.59

Total from investment operations			(6.42	)		(0.43	)		3.33			0.79

Less distributions:
From net investment income			(0.17	)		(0.21	)		(0.22	)		—	(2)
From capital gains			(0.81	)		(1.02	)		(1.89	)		—

Total distributions			(0.98	)		(1.23	)		(2.11	)		—

Net asset value, end of year		$	8.37		$	15.77		$	17.43		$	16.21

Total return(3)			(40.39	)%		(2.63	)%		20.52	%		5.13	%

Ratios to average net assets/supplemental data:
Net assets, end of year (in 000’s)		$	44,578		$	83,802		$	91,154		$	79,445
Operating expenses including reimbursement/waiver and excluding earnings credits			1.32	%		1.28	%		1.23	%		1.03	%
Operating expenses excluding reimbursement/waiver and excluding earnings credits			1.32	%		1.29	%		1.32	%		1.26	%
Net investment income			1.27	%		0.96	%		1.20	%		1.29	%
Portfolio turnover rate			34	%		21	%		46	%		28	%

_______________

(1)	The selected per share data was calculated using the average shares outstanding method for the period.

(2)	Less than $0.01 per share.

(3)	If you are an annuity contract owner, the total return does not reflect the expenses that apply to the separate account or related insurance policies. The inclusion of these charges would reduce the total return figures for all periods shown.

OTHER INFORMATION

Public Shareholder Communications

To ensure receipt of communications related to investments in the Equity Fund, public shareholders must notify the Equity Fund of address changes. Notices of a change in address may be sent to the Wilshire Variable Insurance Trust, P.O. Box 219512, Kansas City, MO 64121-8512.

Shareholder Inquiries

For questions concerning investments in the Funds through your variable annuity contract, please contact your insurance company.

Equity Fund public shareholders may contact the Equity Fund by mail at Wilshire Variable Insurance Trust, P.O. Box 219512, Kansas City, MO 64121-8512.

Voting Rights

The Funds are available exclusively as a pooled funding vehicle for variable life insurance policies and variable annuity contracts (each a “Contract”) offered by the separate accounts, or sub-accounts thereof, of certain life insurance companies (“Participating Insurance Companies”). The Participating Insurance Companies own shares of a Fund as depositors for the owners of their respective Contracts (each a “Contract Owner”). Thus, individual Contract Owners are not the “shareholders” of a Fund. Rather, the Participating Insurance Companies and their separate accounts are the shareholders. Each Participating Insurance Company will offer to Contract Owners the opportunity to instruct it as to how it should vote shares held by it and the separate accounts. A Participating Insurance Company must vote the shares of a Fund held in its name as directed. If a Participating Insurance Company does not receive voting instructions for all of the shares of a Fund held under the Contracts, it will vote all of the shares in the relevant separate accounts with respect to a proposal, for, against, or abstaining, in the same proportion as the shares of such Fund for which it has received instructions from Contract Owners (i.e., echo voting). As a result, a small number of Contract Owners may determine the outcome of a proposal.

Additional Information

Additional information about the Funds’ investments is available in the Funds’ annual and semi-annual reports to shareholders. In the Funds’ annual report, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during its last fiscal year. The financial statements included in the Funds’ annual reports are incorporated by reference into this prospectus, which means that they are part of this prospectus for legal purposes.

The SAI contains more detailed information about the Funds. The current SAI has been filed with the SEC and is incorporated by reference into this prospectus, which means that it is part of this prospectus for legal purposes.

To receive without charge, a copy of the annual and/or semi-annual reports of the Wilshire Variable Insurance Trust and/or a copy of the SAI for the Wilshire Variable Insurance Trust, please write to the address indicated below or call 1-888-200-6796:

Wilshire Variable Insurance Trust

c/o DST Systems, Inc.

333 W. 11th Street

Kansas City, MO 64105

The Funds’ annual and semi-annual reports and SAI are not available on the Funds’ website because the Funds do not have a website.

Information about the Funds (including the SAI) can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Also, information on the operation of the public reference room may be obtained by calling the SEC at 1-202-551-8090. Reports and other information about the Funds are available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov and copies of this information may be obtained, upon payment of a duplicating fee, by electronic request at publicinfo@sec.gov or by writing the Public Reference Section of the SEC, 100 F Street NE, Room 1580, Washington, D.C. 20549.

No person has been authorized to give any information or to make any representations not contained in this prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the Funds. The prospectus does not constitute an offering by the Funds in any jurisdiction in which such offering may not lawfully be made.

Investment Company Act File No. 811-07917

Prospectus

May 1, 2010

W I L S H I R E

VARIABLE INSURANCE TRUST

Wilshire 2015 ETF Fund

Wilshire 2025 ETF Fund

Wilshire 2035 ETF Fund

Shares of Wilshire Variable Insurance Trust are sold only as the underlying investment for variable

annuity contracts issued by insurance companies.

Wilshire Variable Insurance Trust

1299 Ocean Avenue, Suite 700

Santa Monica, CA 90401

The Securities and Exchange Commission has not approved or disapproved these securities or passed

upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

Page

FUND SUMMARIES	1
Wilshire 2015 ETF Fund	1
Wilshire 2025 ETF Fund	4
Wilshire 2035 ETF Fund	8
Tax Information	12
Financial Intermediary Compensation	12
THE FUND OF FUNDS STRUCTURE	13
MORE ABOUT RISKS	14
MANAGEMENT	16
DISTRIBUTION AND SHAREHOLDER SERVICES PLAN	17
PURCHASES AND REDEMPTIONS	17
Customer Identification Program	18
Short-Term and Excessive Trading	19
DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAXES	19
FINANCIAL HIGHLIGHTS	20
OTHER INFORMATION	23
Shareholder Inquiries	23
Voting Rights	23
Additional Information	24

FUND SUMMARIES

Wilshire 2015 ETF Fund

Investment Objective

The Wilshire 2015 ETF Fund’s investment objective is to provide high total return until its target retirement date. Thereafter the Wilshire 2015 ETF Fund’s objective will be to seek high current income and, as a secondary objective, capital appreciation. The investment objectives of the Wilshire 2015 ETF Fund may be changed without a shareholder vote.

Fees and Expenses of the 2015 ETF Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the 2015 ETF Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)1, 2:

Management Fees	0.25%
Distribution and Service (12b-1) Fees	%
Other Expenses	%
Gross Annual Expenses	%
Less Expense Reimbursement3	%
Acquired Fund Fees and Expenses (Underlying Investments)4	%
Total Annual Fund Operating Expenses	%

_______________

(1)	[The information in the table has been restated to reflect changes in the expense structure for the Funds which took effect on October 5, 2009. Actual expenses may be different.]

(2)

The Fund’s shareholders indirectly bear, pro rata, the expenses of the Exchange Traded Funds (“ETFs”) in which the Fund invests. These indirect expenses, which will vary with ETF expenses, are based on the average expense ratio for the ETFs in which the Fund intends to invest, based on the Fund’s expected allocation among the ETFs and the actual expenses of the shares of those ETFs. The ETF fees and expenses are not reflected in the Fund’s expense ratio as shown in the Financial Highlights tables of this prospectus.

(3)

Wilshire has contractually agreed to waive Management Fees and/or reimburse expenses for the Fund through April 30, 2011, so that the Total Annual Operating Expenses for the Fund, excluding the fees and expenses of the ETFs, will not exceed 0.60% (the “Expense Limitation” ). Total Annual Operating Expenses are the sum of the Fund’s direct annual operating expenses and of the Fund’s indirect ETF fees and expenses. Wilshire may recoup the amount of any management fee waived within three years after the year in which Wilshire incurred the expense if the recoupment does not exceed the existing expense limitation.

(4)	“Acquired Fund Fees and Expenses (Underlying Investments)” are based on the estimated amount of indirect net expenses associated with the Fund’s investment in the ETFs. Actual expenses may be different.

Example: This example is intended to help you compare the cost of investing in the 2015 ETF Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the 2015 ETF Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year	3 Years	5 Years	10 Years
$	$	$	$

Portfolio Turnover

The 2015 ETF Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the 2015 ETF Fund’s performance. During the most recent fiscal year, the 2015 ETF Fund’s portfolio turnover rate was __% of the average value of its portfolio.

Principal Investment Strategies

The Wilshire 2015 ETF Fund operates under a fund of funds structure. The Wilshire 2015 ETF Fund seeks to achieve its investment objective by investing primarily in a portfolio of unaffiliated ETFs, which are investment companies traded on national securities exchanges with listed securities. The ETFs, in turn, in an attempt to approximate the investment performance of their respective benchmarks, invest in a variety of U.S. and foreign equity, debt, commodities, money market securities, futures and other instruments. The Wilshire 2015 ETF Fund invests in the ETFs according to a moderate asset allocation strategy designed for investors planning to retire in 2015, plus or minus two to three years. The Wilshire 2015 ETF Fund’s asset allocation will become more conservative over time. Within 5 to 10 years after 2015, the Wilshire 2015 ETF Fund’s asset allocation should be approximately 80% invested in [ETFs which invest in] fixed income securities and the remaining 20% in equity securities.

Principal Risks

You may lose money by investing in the 2015 ETF Fund. In addition, by investing in the Fund, an investor assumes the same types of risks, either directly or indirectly, as investing in the ETFs. For the 2015 ETF Fund, the risks are as follows:

Fund of Funds Risk. The Fund invest in ETFs. Shareholders of the Fund bear their proportionate share of the ETFs’ fees and expenses as well as their share of the Fund’s fees and expenses. As a result, your cost of investing will be higher than the cost of investing directly in ETFs and may be higher than mutual funds that invest directly in stocks and bonds. Also, the Funds may be prevented from fully allocating assets to certain ETFs due to fund-of-funds investment limitations.

Future Developments. An ETF may take advantage of other investment practices that are not currently contemplated for use by ETFs, or are not available but may yet be developed, to the extent such investment practices are consistent with an ETF’s investment objective and legally permissible for the ETF. Such investment practices, if they arise, may involve risks that exceed those involved in the activities described above.

Market Risk. For equity securities, stock market movements will affect an ETF’s share price on a daily basis. Declines in value are possible because of declines in the stock market in general or because of a decline in the specific securities held by an ETF. There is also the possibility that the price of the security will fall because the market perceives that there is or will be a deterioration in the fundamental value of the issuer or poor earnings performance by the issuer. Market risk may affect a single company, industry, sector or the market as a whole. For debt securities, the market value of a security may move up and down, sometimes rapidly and unpredictably. Market risk may affect a single issuer, an industry, a sector or the bond market as a whole.

Portfolio Strategy Risk. The performance of an ETF is in part dependent upon an ETF’s investment adviser’s skill in making appropriate investments. To the extent that an ETF’s investments differ from the portfolio represented by the benchmark, there exists the potential for volatility of the return of the ETF relative to its index. As the industry and sector composition of the market or index changes over time, the implementation of an ETF’s strategy can lead to substantial differences in the sector or industry allocation of the ETF relative to the market or index.

More information about risks, including additional risk facts not discussed above, is included in the “More About Risks” section and the 2015 ETF Fund’s Statement of Additional Information.

Past Performance

The information below provides an illustration of how the 2015 ETF Fund’s performance has varied over time. The bar chart and table provide some indication of the risks of investing in the 2015 ETF Fund by showing the changes in the 2015 ETF Fund’s investment performance from year to year during the periods indicated and by showing how the average annual total returns for the periods indicated compare with broad-based securities market indexes. The total return figures do not reflect expenses that apply to the separate account or related annuity contracts. The inclusion of these charges would reduce the total return figures for all periods shown. The 2015 ETF Fund’s past investment performance does not necessarily indicate how it will perform in the future.

Calendar Year Returns

During the periods shown in the bar chart, the highest return for a quarter was _____% (quarter ended __-__-__) and the lowest return for a quarter was ____% (quarter ended __-__-__).

	1 year	Since Inception (5/01/06)
Wilshire 2015 ETF Fund
Wilshire 5000 IndexSM* (reflects no deduction for fees, expenses or taxes)
Blended Benchmark** (reflects no deduction for fees, expenses or taxes)
S&P Target Date 2015 Index ***(reflects no deduction for fees, expenses or taxes)

_______________

*	The Wilshire 5000 IndexSM is an unmanaged index which measures the performance of all U.S. headquartered equity securities with readily available price data. It is not possible to directly invest in an unmanaged index. Inception to date returns begin on April 30, 2006.

The Blended Benchmark is based on the Wilshire 2015 ETF Fund’s target allocation and is comprised of 32% S&P 500 Index, 8% Russell 2000 Growth Index, 11% MSCI EAFE Index, 22% Barclays Capital Aggregate Bond and 27% Treasury Bill Index. The S&P 500 Index is an index comprised of 500 U.S. stocks. The Russell 2000 Growth index is an index comprised of the Russell 2000 Growth securities with a greater-than-average growth orientation. The MSCI EAFE Index is a capitalization weighted measure of stock markets in Europe, Australia and the Far East. The Barclays Capital Aggregate Bond Index is a market value-weighted index of investment grade fixed-rated debt issues, including government, corporate, asset-backed and mortgage-backed securities with a maturity of one year or more. The Treasury Bill Index consists of U.S. Treasury Bills with 90 day maturities. All indices are unmanaged.

***	The S&P Target Date 2015 Index has replaced the Blended Benchmark as a benchmark index for the Fund. Wilshire believes that the Index, which [insert description of index], provides a better benchmark comparison.

Management

Adviser and Portfolio Manager

Wilshire Associates Incorporated

Alex Kaye, Vice President of Wilshire Associates Incorporated and Portfolio Manager of the 2015 ETF Fund. Mr. Kaye has served as Portfolio Manager since 2010.

For important information about tax information and financial intermediary compensation, please

turn to “Tax Information” and “Financial Intermediary Compensation” on page __.

Wilshire 2025 ETF Fund

Investment Objective

The Wilshire 2025 ETF Fund’s investment objective is to provide high total return until its target retirement date. Thereafter the Wilshire 2025 ETF Fund’s objective will be to seek high current income and, as a secondary objective, capital appreciation. The investment objectives of the Wilshire 2025 ETF Fund may be changed without a shareholder vote.

Fees and Expenses of the 2025 ETF Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the 2025 ETF Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)1, 2:

Management Fees	0.25%
Distribution and Service (12b-1) Fees	%
Other Expenses	%
Gross Annual Expenses	%
Less Expense Reimbursement3	%
Acquired Fund Fees and Expenses (Underlying Investments)4	%
Total Annual Fund Operating Expenses	%

_______________

(1)	[The information in the table has been restated to reflect changes in the expense structure for the Funds which took effect on October 5, 2009. Actual expenses may be different.]

(2)

(3)

(4)	“Acquired Fund Fees and Expenses (Underlying Investments)” are based on the estimated amount of indirect net expenses associated with the Fund’s investment in the ETFs. Actual expenses may be different.

Example: This example is intended to help you compare the cost of investing in the 2025 ETF Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the 2025 ETF Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year	3 Years	5 Years	10 Years
$	$	$	$

Portfolio Turnover

The 2025 ETF Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the 2025 ETF Fund’s performance. During the most recent fiscal year, the 2025 ETF Fund’s portfolio turnover rate was __% of the average value of its portfolio.

Principal Investment Strategies

The Wilshire 2025 ETF Fund operates under a fund of funds structure. The Wilshire 2025 ETF Fund seeks to achieve its investment objective by investing primarily in a portfolio of unaffiliated ETFs, which are investment companies traded on national securities exchanges with listed securities. The ETFs, in turn, in an attempt to approximate the investment performance of their respective benchmarks, invest in a variety of U.S. and foreign equity, debt, commodities, money market securities, futures and other instruments. The Wilshire 2025 ETF Fund invests in the ETFs according to a moderate asset allocation strategy designed for investors planning to retire in 2025, plus or minus two to three years. The Wilshire 2025 ETF Fund’s asset allocation will become more conservative over time. Within 5 to 10 years after 2015, the Wilshire 2025 ETF Fund’s asset allocation should be approximately 80% invested in [ETFs which invest in] fixed income securities and the remaining 20% in equity securities.

Principal Risks

You may lose money by investing in the 2025 ETF Fund. In addition, by investing in the Fund, an investor assumes the same types of risks, either directly or indirectly, as investing in the ETFs. For the 2025 ETF Fund, the risks are as follows:

More information about risks, including additional risk facts not discussed above, is included in the “More About Risks” section and the 2025 ETF Fund’s Statement of Additional Information.

Past Performance

The information below provides an illustration of how the 2025 ETF Fund’s performance has varied over time. The bar chart and table provide some indication of the risks of investing in the 2025 ETF Fund by showing the changes in the 2025 ETF Fund’s investment performance from year to year during the periods indicated and by showing how the average annual total returns for the periods indicated compare with a broad-based securities market index. The total return figures do not reflect expenses that apply to the separate account or related annuity contracts. The inclusion of these charges would reduce the total return figures for all periods shown. The 2025 ETF Fund’s past investment performance does not necessarily indicate how it will perform in the future.

Calendar Year Returns

During the periods shown in the bar chart, the highest return for a quarter was _____% (quarter ended __-__-__) and the lowest return for a quarter was ____% (quarter ended __-__-__).

	1 year	Since Inception (5/01/06)
Wilshire 2025 ETF Fund
Wilshire 5000 IndexSM* (reflects no deduction for fees, expenses or taxes)
Blended Benchmark** (reflects no deduction for fees, expenses or taxes)
S&P Target Date 2025 Index ***(reflects no deduction for fees, expenses or taxes)

_______________

*	The Wilshire 5000 IndexSM is an unmanaged index which measures the performance of all U.S. headquartered equity securities with readily available price data. It is not possible to directly invest in an unmanaged index. Inception to date returns begin on April 30, 2006.

The Blended Benchmark is based on the Wilshire 2025 ETF Fund’s target allocation and is comprised of 42% S&P 500 Index, 9% Russell 2000 Growth Index, 11% MSCI EAFE Index, 20% Barclays Capital Aggregate Bond and 18% Treasury Bill Index. The S&P 500 Index is an index comprised of 500 U.S. stocks. The Russell 2000 Growth index is an index comprised of the Russell 2000 Growth securities with a greater-than-average growth orientation. The MSCI EAFE Index is a capitalization weighted measure of stock markets in Europe, Australia and the Far East. The Barclays Capital Aggregate Bond Index is a market value-weighted index of investment grade fixed-rated debt issues, including government, corporate, asset-backed and mortgage-backed securities with a maturity of one year or more. The Treasury Bill Index consists of U.S. Treasury Bills with 90 day maturities. All indices are unmanaged.

***	The S&P Target Date 2025 Index has replaced the Blended Benchmark as a benchmark index for the Fund. Wilshire believes that the Index, which [insert description of index], provides a better benchmark comparison.

Management

Adviser and Portfolio Manager

Wilshire Associates Incorporated

Alex Kaye, Vice President of Wilshire Associates Incorporated and Portfolio Manager of the 2025 ETF Fund. Mr. Kaye has served as Portfolio Manager since ____.

For important information about tax information and financial intermediary compensation, please

turn to “Tax Information” and “Financial Intermediary Compensation” on page __.

Wilshire 2035 ETF Fund

Investment Objective

The Wilshire 2035 ETF Fund’s investment objective is to provide high total return until its target retirement date. Thereafter the Wilshire 2035 ETF Fund’s objective will be to seek high current income and, as a secondary objective, capital appreciation. The investment objectives of the Wilshire 2035 ETF Fund may be changed without a shareholder vote.

Fees and Expenses of the 2035 ETF Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the 2035 ETF Fund.

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)1, 2:

Management Fees	0.25%
Distribution and Service (12b-1) Fees	%
Other Expenses	%
Gross Annual Expenses	%
Less Expense Reimbursement3	%
Acquired Fund Fees and Expenses (Underlying Investments)4	%
Total Annual Fund Operating Expenses	%

_______________

(1)	[The information in the table has been restated to reflect changes in the expense structure for the Funds which took effect on October 5, 2009. Actual expenses may be different.]

(2)

(3)

(4)	“Acquired Fund Fees and Expenses (Underlying Investments)” are based on the estimated amount of indirect net expenses associated with the Fund’s investment in the ETFs. Actual expenses may be different.

Example: This example is intended to help you compare the cost of investing in the 2035 ETF Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the 2035 ETF Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year	3 Years	5 Years	10 Years
$	$	$	$

Portfolio Turnover

The 2035 ETF Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the 2035 ETF Fund’s performance. During the most recent fiscal year, the 2035 ETF Fund’s portfolio turnover rate was __% of the average value of its portfolio.

Principal Investment Strategies

The Wilshire 2035 ETF Fund operates under a fund of funds structure. The Wilshire 2035 ETF Fund seeks to achieve its investment objective by investing primarily in a portfolio of unaffiliated ETFs, which are investment companies traded on national securities exchanges with listed securities. The ETFs, in turn, in an attempt to approximate the investment performance of their respective benchmarks, invest in a variety of U.S. and foreign equity, debt, commodities, money market securities, futures and other instruments. The Wilshire 2035 ETF Fund invests in the ETFs according to a moderate asset allocation strategy designed for investors planning to retire in 2035, plus or minus two to three years. The Wilshire 2035 ETF Fund’s asset allocation will become more conservative over time. Within 5 to 10 years after 2015, the Wilshire 2035 ETF Fund’s asset allocation should be approximately 80% invested in [ETFs which invest in] fixed income securities and the remaining 20% in equity securities.

Principal Risks

You may lose money by investing in the 2035 ETF Fund. In addition, by investing in the Fund, an investor assumes the same types of risks, either directly or indirectly, as investing in the ETFs. For the 2035 ETF Fund, the risks are as follows:

More information about risks, including additional risk facts not discussed above, is included in the “More About Risks” section and the 2035 ETF Fund’s Statement of Additional Information.

Past Performance

The information below provides an illustration of how the 2035 ETF Fund’s performance has varied over time. The bar chart and table provide some indication of the risks of investing in the 2035 ETF Fund by showing the changes in the 2035 ETF Fund’s investment performance from year to year during the periods indicated and by showing how the average annual total returns for the periods indicated compare with broad-based securities market indexes. The total return figures do not reflect expenses that apply to the separate account or related annuity contracts. The inclusion of these charges would reduce the total return figures for all periods shown. The 2035 ETF Fund’s past investment performance does not necessarily indicate how it will perform in the future.

Calendar Year Returns

During the periods shown in the bar chart, the highest return for a quarter was _____% (quarter ended __-__-__) and the lowest return for a quarter was ____% (quarter ended __-__-__).

	1 year	Since Inception (5/01/06)
Wilshire 2035 ETF Fund
Wilshire 5000 IndexSM* (reflects no deduction for fees, expenses or taxes)
Blended Benchmark** (reflects no deduction for fees, expenses or taxes)
S&P Target Date 2025 Index ***(reflects no deduction for fees, expenses or taxes)

_______________

*	The Wilshire 5000 IndexSM is an unmanaged index which measures the performance of all U.S. headquartered equity securities with readily available price data. It is not possible to directly invest in an unmanaged index. Inception to date returns begin on April 30, 2006.

The Blended Benchmark is based on the Wilshire 2035 ETF Fund’s target allocation and is comprised of 57% S&P 500 Index, 13% Russell 2000 Growth Index, 12% MSCI EAFE Index, 10% Barclays Capital Aggregate Bond Index and 8% Treasury Bill Index. The S&P 500 Index is an index comprised of 500 U.S. stocks. The Russell 2000 Growth index is an index comprised of the Russell 2000 Growth securities with a greater-than-average growth orientation. The MSCI EAFE Index is a capitalization weighted measure of stock markets in Europe, Australia and the Far East. The Barclays Capital Aggregate Bond Index is a market value-weighted index of investment grade fixed-rated debt issues, including government, corporate, asset-backed and mortgage-backed securities with a maturity of one year or more. The Treasury Bill Index consists of U.S. Treasury Bills with 90 day maturities. All indices are unmanaged.

***	The S&P Target Date 2035 Index has replaced the Blended Benchmark as a benchmark index for the Fund. Wilshire believes that the Index, which [insert description of index], provides a better benchmark comparison.

Management

Adviser and Portfolio Manager

Wilshire Associates Incorporated

Alex Kaye, Vice President of Wilshire Associates Incorporated and Portfolio Manager of the 2025 ETF Fund. Mr. Kaye has served as Portfolio Manager since ____.

For important information about tax information and financial intermediary compensation, please

turn to “Tax Information” and “Financial Intermediary Compensation” on page __.

Tax Information

The Funds’ distributions are expected to be paid annually and are generally tax-exempt. However, a portion of the Funds’ distributions may be subject to federal income tax.

Financial Intermediary Compensation

If you purchase shares of the Funds through a broker-dealer or other financial intermediary (such as a bank), a Fund and its affiliates may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend a Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

THE FUND OF FUNDS STRUCTURE

The 2015 ETF Fund, 2025 ETF Fund and 2035 ETF Fund (the “Funds”) are structured as “fund of funds,” which means that each Fund attempts to implement its investment strategies by investing in the ETFs.

The Funds invest in the ETFs in accordance with weightings determined by Wilshire. The ETFs invest directly in equity and fixed income securities in accordance with their own investment policies and strategies. The degree to which a Fund is invested in the particular market segments and/or asset classes represented by the ETFs varies, as does the investment risk and reward potential represented by each Fund. Wilshire’s selection of ETFs may have a positive or negative effect on a Fund’s investment performance.

In managing the Funds, Wilshire focuses on three key principles: asset allocation, portfolio structure and continuous fund management. Asset allocation across appropriate asset classes is the central theme of Wilshire’s investment philosophy. Wilshire seeks to reduce risk by investing in ETFs that are diversified within each asset class. The amounts invested in each of the ETFs will vary from time to time depending on Wilshire’s assessment of business, economic and market conditions, including any potential advantage of price shifts between the equity markets and the fixed income markets. In general, however, Wilshire does not anticipate making frequent changes in asset allocation and will not attempt to time the market. The current target allocation for each Fund is as follows:

	Equity	Fixed Income
2015 ETF Fund	[57%]	[43%]
2025 ETF Fund	[67%]	[33%]
2035 ETF Fund	[80%]	[20%]

Normally, the Funds invest substantially all of their assets in the ETFs to meet their investment objective. However, the Funds may invest a portion of their assets in cash, cash equivalents, money market funds or other investments. For temporary defensive purposes, including during periods of unusual cash flows, the Funds may depart from their principal investment strategies and invest part or all of their assets in these securities or may hold cash. During such periods, the Funds may not be able to achieve their investment objective. The Funds may adopt a defensive strategy if Wilshire believes securities in which the ETFs normally invest have extraordinary risks due to political or economic factors and in other extraordinary circumstances.

The ETFs in which the Funds invest may be nondiversified. Compared to diversified funds, a nondiversified ETF may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers.

Each Fund reserves the ability to discontinue using a fund of funds structure and invest directly in the types of securities in which the ETFs invest. Shareholders will be notified in advance before the structure of a Fund is changed.

An investor in the Funds should understand that alternatively he or she could allocate investments directly to an ETF. By investing indirectly in an ETF through the Funds, an investor bears not only his or her proportionate share of certain expenses of the Funds (such as operating costs), but also, indirectly, similar expenses of an ETF, as discussed under “Fees and Expenses” on page __. However, an investor who chooses to invest directly in an ETF would not receive the asset allocation and rebalancing services provided by Wilshire.

MORE ABOUT RISKS

The Funds have principal investment strategies that come with inherent risks. In addition to those risks discussed in the “Fund Summaries” section, the following is a list of the risks associated with the Funds’ strategies. Because the Funds invest in the shares of the ETFs, the Funds indirectly invest in the same investments as the ETFs and will be subject to the risks of the ETFs. The following paragraphs describe the types of risks that each Fund may experience. Each Fund’s principal risks will vary depending on the asset mix of a Fund.

Capitalization Risk. This is the risk of investments in small-capitalization companies. Investments in small-cap companies tend to be more volatile than investments in large-cap companies. An ETF’s investments in smaller capitalization companies may have additional risks because these companies often have limited product lines, markets or financial resources. This risk is greater for those ETFs with higher asset allocations to small-cap equities.

Credit Risk. For debt securities, credit risk is the possibility that an issuer or counterparty to a contract will fail to make timely payments of interest or principal to an ETF. The credit risk of an ETF depends on the credit quality of its underlying securities. In general, for debt securities, the lower the credit quality of an ETF’s securities, the higher the ETF’s risk, all other factors such as maturity being equal.

Derivatives Risk. When an ETF uses derivatives (securities whose value is based upon the value of another security or an index) to hedge positions in the portfolio, any loss generated by the derivative security should be substantially offset by gains on the hedged investment and vice versa. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. To the extent that a derivative is not used as a hedge (i.e., for speculation), an ETF is directly exposed to the potential gains and losses of that derivative. Gains and losses from non-hedging derivative positions may be substantially greater than the derivative’s original cost. To the extent that an ETF uses derivatives, an ETF will (to the extent required by applicable law) either (1) segregate cash or liquid assets in the prescribed amount or (2) otherwise “cover” its future obligations under the transaction, such as by holding an offsetting investment.

Equity Securities Risks. Equity investments, including common stocks, tend to be more volatile than bonds or money market instruments. To the extent an ETF is invested in equity securities, the value of the ETF’s shares will go up and down due to movement in the collective returns of the individual securities held by the ETF. Common stocks are subordinate to preferred stocks in a company’s capital structure, and if a company is liquidated, the claims of secured and unsecured creditors and owners of bonds and preferred stocks take precedence over the claims of those who own common stocks.

Emerging Market Risk. Foreign investment risk may be particularly high to the extent an ETF invests in emerging market securities of issuers based in countries with developing economies. These securities may present market, credit, currency, liquidity, legal, political and other risks different from, or greater than, the risks of investing in developed foreign (non-U.S.) countries.

Foreign (Non-U.S.) Risk. An ETF’s investments in securities of non-U.S. issuers may experience more rapid and extreme changes in value than investments in securities of U.S. companies. The securities markets of many non-U.S. countries are relatively small, with a limited number of companies typically representing a small number of industries. Non-U.S. issuers usually are not subject to the same degree of regulation as U.S. issuers. Reporting, accounting and auditing standards of non-U.S. countries differ, in some cases significantly, from U.S. standards. Nationalization, expropriation or confiscatory taxation, currency blockage, or political changes or diplomatic developments could adversely affect an ETF’s investments in a country other than the United States. To the extent an ETF invests in a particular country or geographic region, the ETF may have more significant risk due to market changes or other factors affecting that country or region, including political instability and unpredictable economic conditions. This risk is greater for those ETFs with higher asset allocations to non-U.S. equities.

Inflation Risk. This is the risk that the value of assets or income from an ETF’s investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the ETF’s assets can decline as can the value of distributions.

Interest Rate Risk. For debt securities, interest rate risk is the possibility that the price will fall because of changing interest rates. In general, debt security prices move inversely to changes in interest rates. If interest rates rise, bond prices generally fall; if interest rates fall, bond prices generally rise. In addition, for a given change in interest rates, longer-maturity bonds fluctuate more in price (gaining or losing more in value) than shorter-maturity bonds.

Investment Style Risk. During certain market conditions, an ETF with a more specific investment style (such as value or growth) may perform less well than an ETF that allows greater flexibility in the investment of assets.

Liquidity Risk. An ETF may invest in certain securities that may be difficult or impossible to sell at a certain time and at a price that the ETF finds to be favorable. An ETF may have to accept an unfavorable price, sell other securities instead or forego an investment opportunity, any of which could have a negative effect on portfolio management or investment performance.

Real Estate Investment Trust Risk. REITs are subject to a variety of factors affecting the real estate market generally, such as economic conditions, overbuilding, mortgage rates and availability. In addition, REITs have additional risks because REITs are dependent on the capability of their managers, may have limited diversification, and could be significantly affected by changes in tax laws.

Reinvestment Risk. During periods of falling interest rates, a debt security with a high stated interest rate may be prepaid (or “called”) prior to its expected maturity date. If, during periods of falling interest rates, a debt security with a high stated interest rate is called, the unanticipated proceeds would likely be invested at lower interest rates, and an ETF’s income or yield may decline. Call provisions, which may lead to reinvestment risk, are most common for intermediate- and long-term municipal, corporate and mortgage-backed securities. To the extent securities subject to call were acquired at a premium, the potential for appreciation in the event of a decline in interest rates may be limited and may even result in losses.

Valuation Risk. An ETF may invest in securities that are difficult to value and may inadvertently value certain of its securities at a higher price than the market will bear.

MANAGEMENT

The overall responsibility for the supervision of the affairs of the Funds rests with the Board of Trustees. As described below, the Board of Trustees has approved contracts with others to provide certain services to the Funds.

Investment Adviser

Wilshire Associates Incorporated (“Wilshire”) serves as the investment adviser to the Wilshire Variable Insurance Trust (the “Trust”), a registered investment company under the Investment Company Act of 1940 (the “1940 Act”) made up of a series of portfolios. The Trust has employed Wilshire to manage the investment and reinvestment of the assets of the Funds and to continuously review, supervise and administer the Funds’ investment programs under an Investment Advisory Agreement dated April 28, 2006. Wilshire’s principal office is located at 1299 Ocean Avenue, Santa Monica, California 90401-1085. Wilshire was formed in 1972 and as of March 31, 2010, managed approximately $__ billion in assets. Wilshire also provides investment technology products and investment consulting and provides equity investment services. Wilshire conducts its investment decision-making through an investment committee structure. The investment committee consists of senior level investment professionals with significant investment experience. As of the date of the Prospectus, the investment committee is comprised of Luke O’Neil, Lawrence E. Davanzo, Jason Schwarz, J.J. Wilczewski, Victor Zhang, Josh Emanuel, Helen Webb Thompson, Matt Radgowski and Cleo Chang. Mr. Zhang and Mr. Emanuel are co-chairmen of the Investment Committee.

Wilshire’s duties under the Investment Advisory Agreement include providing a continuous investment program for each Fund or recommending to the Board of Trustees one or more unaffiliated subadvisers to provide a continuous investment program for each Fund or a portion of such Fund’s assets designated from time to time by Wilshire, including investment, research and management with respect to all securities and investments and cash equivalents for each Fund or a designated portion of such Fund’s assets. Wilshire currently invests each Fund’s assets in the ETFs. In addition, Wilshire maintains books and records with respect to its services under the Investment Advisory Agreement and furnishes the Board of Trustees with such periodic and special reports as the Board of Trustees may request.

If Wilshire selects subadvisers, Wilshire will determine the allocation of each Fund’s assets among those selected subadvisers. Wilshire selects subadvisers based upon a due diligence process that focuses on, but is not limited to, the subadvisers’ philosophy and process, people and organization, resources and performance. Pursuant to an exemptive order from the Securities and Exchange Commission (“SEC”), Wilshire, without shareholder approval, as normally would be required under the 1940 Act, may replace or add subadvisers and enter into sub-advisory agreements with these subadvisers upon approval of the Board of Trustees. Within 90 days of the hiring of any new subadviser or the implementation of any proposed material change to a sub-advisory agreement, shareholders will be furnished with an information statement that contains all information that would be included in a proxy statement regarding the new subadviser or sub-advisory agreement, except as modified by exemptive relief. Moreover, Wilshire will not enter into a sub-advisory agreement with any subadviser that is an “affiliated person,” as defined in the 1940 Act, of the Trust or Wilshire, other than by reason of serving as a subadviser to one or more of the Trust’s funds, without shareholder approval. In addition, whenever a subadviser is hired or fired, Wilshire will provide the Board of Trustees with information showing the expected impact on Wilshire’s profitability and will report such impact quarterly.

Information regarding the Board of Trustees’ approval of the Investment Advisory Agreement for the Funds is included in the Annual Report to Shareholders dated December 31, 2009.

For the services provided and the expenses assumed pursuant to the Investment Advisory Agreement, Wilshire receives a fee of 0.25% based on each Fund’s average daily net assets, computed daily and payable monthly.

Mr. Alex Kaye is a Vice President and member of the Wilshire Funds Management Portfolio Management Subcommittee. Mr. Kaye serves as portfolio manager of the Funds. Prior to joining Wilshire, Mr. Kaye served in a similar capacity as a Senior Portfolio at Ibbotson Associates. Prior to joining Ibbotson Associates, Mr. Kaye was an Account Manager servicing large institutional clients at UBS Global Asset Management. Mr. Kaye earned a BBA in Finance from the University of Iowa and holds the Chartered Financial Analyst (CFA) designation.

The Statement of Additional Information (“SAI”) provides additional information about the portfolio manager’s compensation, other accounts managed and ownership of shares in each Fund.

DISTRIBUTION AND SHAREHOLDER SERVICES PLAN

The Funds have adopted a plan under Rule 12b-1 of the 1940 Act that provides for a fee of up to 0.25% of each Fund’s average net assets payable to SEI Investments Distribution Co. (the “Distributor”) to reimburse the Distributor for distribution and other services provided to shareholders.

Because 12b-1 fees are paid out of a Fund’s assets on an ongoing basis, they will, over time, increase the cost of investment and may cost more than other types of sales charges.

PURCHASES AND REDEMPTIONS

Shares of each Fund are currently sold only to insurance company separate accounts. Shareholder subscriptions and redemptions are effected at the price based on the next calculation of net asset value per share after receipt of a request by the insurance company.

A Fund’s initial investment in an ETF is valued at the ETF’s net asset value or is valued at market price, depending upon whether a Fund purchased the ETF directly from the ETF in “creation units” or on an exchange, as applicable.

Customer Identification Program

The Funds may reject a new account application if the insurance company does not provide any required or requested identifying information, or for other reasons.

The Funds may refuse, cancel or rescind any purchase order; freeze any account (meaning the insurance company will not be able to purchase Fund shares in a shareholder’s account); suspend account services; and/or involuntarily redeem the account if the Funds think that the account is being used for fraudulent or illegal purposes by the insurance company or by the variable annuity contract owner; one or more of these actions will be taken when, at the sole discretion of the Funds, they are deemed to be in a Fund’s best interest or when the Fund is requested or compelled to do so by governmental authority or by applicable law.

Short-Term and Excessive Trading

In an effort to protect long-term shareholders, the Board of Trustees has adopted policies and procedures which seek to deter short-term and excessive trading. Shares of the Funds are only held as the underlying investment for variable annuity contracts issued by insurance companies, and, as a result, the participating insurance companies, rather than the underlying contract owners, are the shareholders of the Funds. The Trust is limited in its ability to enforce the Trust’s market timing trading policy because each insurance company has the relationship with, and is responsible for maintaining the account records of, the individual variable annuity contract owners. In addition, there may be legal and technical limitations on the ability of an insurance company to impose trading restrictions and to apply the Trust’s market timing trading policy to their variable annuity contract owners. As a result, there is no assurance that the Trust will be completely successful in its effort to detect or minimize market timing activity.

The Funds which invest in ETFs which in turn invest in small cap or foreign securities, as well as such ETFs, may be more prone to market timing and time zone arbitrage.

DIVIDENDS, DISTRIBUTIONS AND FEDERAL TAXES

A dividend or capital gain distribution will reduce the per share net asset value by the amount of the dividend or distribution.

By law, a Fund must withhold 28% of your distributions and proceeds paid to you if you do not provide your correct taxpayer identification number, or certify that such number is correct, or if the Internal Revenue Service instructs the Fund to do so. The tax discussion set forth above is included for general information only. Investors and prospective investors should consult their own tax advisers concerning the federal, state, local or foreign tax consequences of an investment in a Fund.

Additional information on these and other tax matters relating to the Funds and their shareholders is included in the section entitled “Tax Matters” in the SAI.

FINANCIAL HIGHLIGHTS

The financial highlights tables detail each Fund’s financial performance for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007 and the period May 1, 2006 (inception date) to December 31, 2006. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in each Fund (assuming reinvestment of all dividends and distributions) if they invested in the Fund on the inception date. The information has been audited by _______________, independent registered public accounting firm. Their report for 2009, along with each Fund’s financial statements, is included in the 2009 annual report, which is available upon request.

Wilshire 2015 ETF Fund

	Year Ended December 31, 2009	Year Ended December 31, 2008			Year Ended December 31, 2007			For the Period May 1, 2006 to December 31, 2006(1)
Net asset value, beginning of period		$	10.94		$	10.54		$	10.00

Income/(loss) from investment operations:
Net investment income(2)			0.44			0.34			0.61
Net realized and unrealized gain/ (loss) on investments			(3.09	)		0.14			(0.07	)

Total from investment operations			(2.65	)		0.48			0.54

Less distributions:
From net investment income			(0.16	)		(0.05	)		—
From capital gains			(0.11	)		(0.03	)		—

Total distributions			(0.27	)		(0.08	)		—

Net asset value, end of period		$	8.02		$	10.94		$	10.54
Total return(3)(4)			(24.18	)%		4.57	%		5.40	%(5)

Ratios to average net assets/supplemental data:
Net assets, end of period (in 000’s)		$	14,674		$	8,555		$	1,934
Operating expenses including reimbursement/waiver†			0.50	%		0.50	%		0.50	%(6)
Operating expenses excluding reimbursement/waiver†			1.05	%		1.35	%		8.69	%(6)
Net investment income†			4.54	%		3.08	%		8.87	%(6)
Portfolio turnover rate			32	%		3	%		55	%(5)

_______________

†	These ratios do not include expenses from the ETFs.

(1)	The Wilshire 2015 ETF Fund commenced operations May 1, 2006.

(2)

The selected per share data was calculated using the average shares outstanding method for the period. Recognition of net investment income by the Wilshire 2015 ETF Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Wilshire 2015 ETF Fund invests.

(3)	Total return represents the total return for the period indicated.

(4)	If you are an annuity contract owner, the total return does not reflect the expenses that apply to the separate account or related insurance policies. The inclusion of these charges would reduce the total return figures for all periods shown.

(5)	Non-annualized.

(6)	Annualized.

Amounts designated as “—” are either $0 or have been rounded to $0.

Wilshire 2025 ETF Fund

	Year Ended December 31, 2009	Year Ended December 31, 2008			Year Ended December 31, 2007			For the Period May 1, 2006 to December 31, 2006(1)
Net asset value, beginning of period		$	11.00		$	10.60		$	10.00

Income from investment operations:
Net investment income(2)			0.23			0.32			0.54
Net realized and unrealized gain on investments			(3.33	)		0.14			0.06

Total from investment operations			(3.10	)		0.46			0.60

Less distributions:
From net investment income			(0.20	)		(0.03	)		—
From capital gains			(0.16	)		(0.03	)		—

Total distributions			(0.36	)		(0.06	)		—

Net asset value, end of period		$	7.54		$	11.00		$	10.60
Total return(3)(4)			(28.11	)%		4.36	%		6.00	%(5)

Ratios to average net assets/supplemental data:
Net assets, end of period (in 000’s)		$	9,679		$	7,028		$	1,372
Operating expenses including reimbursement/waiver†			0.50	%		0.50	%		0.50	%(6)
Operating expenses excluding reimbursement/waiver†			1.13	%		1.72	%		12.72	%(6)
Net investment income†			2.46	%		2.85	%		7.83	%(6)
Portfolio turnover rate			24	%		2	%		10	%(5)

_______________

†	These ratios do not include expenses from the ETFs.

(1)	The Wilshire 2025 ETF Fund commenced operations May 1, 2006.

(2)

The selected per share data was calculated using the average shares outstanding method for the period. Recognition of net investment income by the Wilshire 2025 ETF Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Wilshire 2025 ETF Fund invests.

(3)	Total return represents the total return for the period indicated.

(4)	If you are an annuity contract owner, the total return does not reflect the expenses that apply to the separate account or related insurance policies. The inclusion of these charges would reduce the total return figures for all periods shown.

(5)	Non-annualized.

(6)	Annualized.

Amounts designated as “—” are either $0 or have been rounded to $0.

Wilshire 2035 ETF Fund

	Year Ended December 31, 2009	Year Ended December 31, 2008			Year Ended December 31, 2007			For the Period May 1, 2006 to December 31, 2006(1)
Net asset value, beginning of period		$	11.04		$	10.57		$	10.00

Income from investment operations:
Net investment income(2)			0.24			0.24			0.40
Net realized and unrealized gain on investments			(3.89	)		0.24			0.17

Total from investment operations			(3.65	)		0.48			0.57

Less distributions:
From net investment income			(0.13	)		—	(3)		—
From capital gains			(0.12	)		(0.01	)		—

Total distributions			(0.25	)		(0.01	)		—

Net asset value, end of period		$	7.14		$	11.04		$	10.57
Total return(4)(5)			(33.00	)%		4.61	%		5.70	%(6)

Ratios to average net assets/supplemental data:
Net assets, end of period (in 000’s)		$	7,923		$	3,607		$	324
Operating expenses including reimbursement/waiver†			0.50	%		0.50	%		0.50	%(7)
Operating expenses excluding reimbursement/waiver†			1.64	%		3.37	%		61.49	%(7)
Net investment income†			2.65	%		2.20	%		5.78	%(7)
Portfolio turnover rate			18	%		0	%		4	%(6)

_______________

†	These ratios do not include expenses from the ETFs.

(1)	The Wilshire 2035 ETF Fund commenced operations May 1, 2006.

(2)

The selected per share data was calculated using the average shares outstanding method for the period. Recognition of net investment income by the Wilshire 2035 ETF Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Wilshire 2035 ETF Fund invests.

(3)	Amount is less than $0.01 per share.

(4)	Total return represents the total return for the period indicated.

(5)	If you are an annuity contract owner, the total return does not reflect the expenses that apply to the separate account or related insurance policies. The inclusion of these charges would reduce the total return figures for all periods shown.

(6)	Non-annualized.

(7)	Annualized.

Amounts designated as “—” are either $0 or have been rounded to $0.

OTHER INFORMATION

Shareholder Inquiries

For questions concerning investments in the Funds through your variable annuity contract, please call/contact your insurance company.

Voting Rights

Additional Information

Additional information about the Funds is available in the Funds’ annual and semi-annual reports to shareholders. In the Funds’ annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during its last fiscal year. The financial statements included in the Funds’ annual reports are incorporated by reference into this prospectus, which means that they are part of this prospectus for legal purposes.

Wilshire Variable Insurance Trust

c/o DST Systems, Inc.

333 W. 11th Street

Kansas City, MO 64105

The Funds’ annual and semi-annual reports and SAI are not available on a fund website because the Funds do not have a website.

Investment Company Act File No. 811-07917

WIL-PS-006-0100

[THIS PAGE INTENTIONALLY LEFT BLANK]

PART C

OTHER INFORMATION

ITEM 28.

Exhibits

(a)	(i)	Declaration of Trust and Certificate of Trust.(1)
	(ii)	Written Instrument Establishing and Designating Shares of the Target Maturity Funds.(5)
	(iii)	Written Instrument Changing the Names of the Target Maturity Funds. (12)
(b)	By-Laws.(1)
(c)	Not applicable.
(d)	Investment Advisory Contracts.
	(i)	Investment Advisory Agreement with Wilshire Associates Incorporated for the Target Maturity Funds.(6)
	(ii)	Amended Investment Advisory Agreement with Wilshire Associates Incorporated dated March 1, 1999, as amended as of September 30, 2004.(8)
	(iii)	Amended Investment Advisory Agreement with Wilshire Associates Incorporated dated March 1, 1999, as amended as of September 30, 2004, as further amended as of August 4, 2006.(7)
	(iv)	Investment Sub-Advisory Agreement between Wilshire Associates Incorporated and Western Asset Management Company dated March 24, 2000.(8)
	(v)	Investment Sub-Advisory Agreement between Wilshire Associates Incorporated and Western Asset Management Company Limited dated August 25, 2000.(8)
	(vi)	Investment Sub-Advisory Agreement between Wilshire Associates Incorporated and Madison Square Investors LLC (formerly, “New York Life Investment Management LLC”) dated December 3, 2008.(12)
	(vii)	Investment Sub-Advisory Agreement between Wilshire Associates Incorporated and Mellon Capital Management Corporation (formerly, “BNY Asset Management”) dated June 28, 2006.(7)
	(viii)	Investment Sub-Advisory Agreement between Wilshire Associates Incorporated and Copper Rock Capital Partners, LLC dated June 8, 2006.(7)
	(ix)	Amendment to Sub-Advisory Agreement between Wilshire Associates Incorporated and Western Asset Management Company.(10)
	(x)	Amendment to Sub-Advisory Agreement between Wilshire Associates and Western Asset Management Limited.(10)
	(xi)	Amendment to Sub-Advisory Agreement between Wilshire Associates and Madison Square Investors LLC (formerly, “New York Life Investment Management LLC”) dated January 1, 2009.(12)
	(xii)	Amendment to Sub-Advisory Agreement between Wilshire Associates and Mellon Capital Management Corporation (formerly, “BNY Asset Management”).(10)
	(xiii)	Amendment to Sub-Advisory Agreement between Wilshire Associates and Copper Rock Capital Partners, LLC.(10)
	(xiv)	Amendment to Sub-Advisory Agreement between Wilshire Associates and PanAgora Asset Management, Inc.(10)
	(xv)	Investment Sub-Advisory Agreement between Wilshire Associates Incorporated and PanAgora Asset Management, Inc. dated August 3, 2007.(8)

	(xvi)	Investment Sub-Advisory Agreement between Wilshire Associates Incorporated and Thomas White International, Ltd. dated November 30, 2007.(8)
	(xvii)	Sub-Advisory Agreement between Wilshire Associates Incorporated and ClearBridge Advisors, LLC dated March 9, 2009.(12)
	(xviii)	Sub-Advisory Agreement between Wilshire Associates Incorporated and Victory Capital Management, Inc. dated March 9, 2009.(12)
(e)	Distribution Agreement with SEI Investments Distribution Co. dated May 30, 2008.(9)
(f)	Not applicable.
(g)	(i)	Custodian Services Agreement.(5)
	(2)	Amended and Restated Schedule A as of May 1, 2006 to the Custodian Services Agreement dated June 27, 2005.(7)
(h)	(i)	Administration Agreement with SEI Investments Global Funds Services.(9)
	(ii)	Participation Agreement with Horace Mann Life Insurance Company.(2)
	(iii)	Participation Agreement with Great American Insurance Company for Target Maturity Funds.(10)
	(iv)	Participation Agreement with Annuity Investors Life Insurance Company.(10)
	(v)	Expense Limitation Agreement for Target Maturity Funds dated May 1, 2007.(10)
(i)	Opinion and Consent of legal counsel to be filed by amendment.
(j)	Consent of independent registered public accountant to be filed by amendment.
(k)	Not applicable.
(l)	Investment Letter from initial investor to the Registrant.(1)
(m)	(i)	Distribution Plan.(3)
	(ii)	Amended Distribution Plan for Target Maturity Funds.(12)
(n)	Not applicable.
(o)	Reserved.
(p)	Codes of Ethics
	(i)	Wilshire Variable Insurance Trust and Wilshire Associates Incorporated.(8)
	(ii)	Western Asset Management Company and Western Asset Management Limited.(4)
	(iii)	Madison Square Investors LLC (formerly, “New York Life Investment Management”).(12)
	(iv)	Mellon Capital Management Corporation (formerly, “BNY Asset Management”).(7)
	(v)	Copper Rock Capital Partners, LLC.(8)
	(vi)	PanAgora Asset Management, Inc.(12)
	(vii)	Thomas White International, Ltd.(8)
	(viii)	ClearBridge Advisors, LLC(12)
	(ix)	Victory Capital Management, Inc.(12)
(q)	(1)	Powers of Attorney for George J. Zock, Richard A. Holt, Harriet A. Russell, Roger A. Formisano and Suanne K. Luhn.(9)
	(2)	Power of Attorney for Theodore J. Beck(11)

_______________

(1)	Incorporated by reference to the initial Registration Statement filed on November 8, 1996.

(2)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 13 filed on Form N-1A on or about April 30, 2004.

(3)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 15 filed on or about September 30, 2004.

(4)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 16 filed on or about February 28, 2005.

(5)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 19 filed on or about February 14, 2006.

(6)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 20 filed on or about April 28, 2006.

(7)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 21 filed on or about April 16, 2007.

(8)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 22 filed on or about April 22, 2008.

(9)	Incorporated by reference to Registrant’s Post-Effective Amendment No. 28 filed on or about October 16, 2008.

(10)	Incorporated by reference to Registrant’s Pre-Effective Amendment No. 1 on Form N-14 filed on or about November 26, 2008.

(11)	Incorporated by reference to Registrant’s Post Effective Amendment No. 35 filed on or about February 27, 2009.

(12)	Incorporated by reference to Registrant’s Post Effective Amendment No. 38 filed on or about April 30, 2009.

*	Filed Herein

ITEM 29.

Persons Controlled By or Under Common Control with Registrant

Not applicable.

ITEM 30.

Indemnification

Article V of Registrant’s Declaration of Trust, provides for the indemnification of Registrant’s trustees, officers, employees and agents against liabilities incurred by them in connection with the defense or disposition of any action or proceeding in which they may be involved or with which they may be threatened, while in office or thereafter, by reason of being or having been in such office, except with respect to matters as to which it has been determined that they acted with willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their office (“Disabling Conduct”).

Registrant has obtained from a major insurance carrier a trustees’ and officers’ liability policy covering certain types of errors and omissions.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Securities Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

ITEM 31.

Business and Other Connections of Investment Adviser

Wilshire Associates Incorporated (the “Adviser”) is the investment adviser to the Registrant. The Adviser has entered into investment subadvisory agreements with Western Asset Management Company, Western Asset Management Limited, Madison Square Investors LLC, Mellon Capital Management Corporation, Copper Rock Capital Partners, LLC, PanAgora Asset Management, Inc., Thomas White International, Ltd., Victory Capital Management, Inc. and ClearBridge Advisors, LLC.

BUSINESS AND OTHER CONNECTIONS OF OFFICERS AND DIRECTORS OF REGISTRANT’S INVESTMENT ADVISER

WILSHIRE ASSOCIATES INCORPORATED (“WILSHIRE”)

Set forth below is information as to any other business, profession, vocation or employment of substantial nature engaged in by such officers and directors during the past two fiscal years. The principal business address of Wilshire is 1299 Ocean Avenue, Suite 700, Santa Monica, California 90401-1085. Wilshire is registered under the Investment Advisers Act of 1940. Information as to the directors and officers of Wilshire is as follows:

NAME AND POSITION WITH WILSHIRE	NAME OF COMPANY AND/OR PRINCIPAL BUSINESS OTHER THAN WILSHIRE	CAPACITY
Dennis Anthony Tito, Director and Chief Executive Officer
Aaron Eubanks, Chief Compliance Officer
Howard Tamotsu Yata, Managing Director
Cecilia Infee Loo, Managing Director
San Slawson, Chief Compliance Officer and Managing Director
Julia Kathleen Bonafede, Senior Managing Director
Lawrence E. Davanzo Senior Managing Director
Jeffrey L. Ennis, Senior Managing Director
William G. Bensur, Jr., Senior Managing Director
Peter G. Matheos, Senior Managing Director
David L. Hall, Senior Managing Director
Kevin Nee, President

BUSINESS AND OTHER CONNECTIONS OF OFFICERS AND DIRECTORS OF REGISTRANT’S INVESTMENT SUBADVISER,

WESTERN ASSET MANAGEMENT COMPANY (“WESTERN ASSET”)

Set forth below is information as to any business, profession, vocation or employment of substantial nature engaged in by such officers and directors during the past two fiscal years. The principal business address of Western Asset is 385 E. Colorado Boulevard, Pasadena, California 91101. Western Asset is registered under the Investment Advisers Act of 1940. Information as to the directors and officers of Western Asset is as follows:

NAME AND POSITION WITH WESTERN ASSET	NAME OF COMPANY AND/OR PRINCIPAL BUSINESS OTHER THAN WESTERN ASSET	CAPACITY
James William Hirschmann, III, President and Chief Executive Officer	WAMCL(66)	Director
Ronald Dewhurst	LM Asset Management Australia(20)	Director
Non-Employee Director	LM Asset Management Japan(21)	Director
	LM Poland I(26)	Member Supervisory Board
	LM Poland II(26)	Member Supervisory Board
	LM Holdings Limited(26)	Director
	WAMCL(66)	Director
	WAM Japan (67)	Director
	WAM Australia(68)	Director
	WAM Singapore(70)	Director
	WAM Holdings UK(69)	Director
Tom Lemke	Barrett Associates, Inc.(3)	Director
Non-Employee Director	LMCM(18)	Director
	Legg Mason, Inc.(26)	Senior Vice President and General Counsel
	Royce Associates, LLC(63)	Manager
Jefferey A. Nattans,	Legg Mason, Inc.(26)	Vice President
Non-Employee Director	Barrett(3)	Director
	LMCM(18)	Director
	LMIC(31)	Manager
	NS(1)	Director
	Bartlett(4)	Director
	Clear Adv(13)	Manager
	Clear Asset(14)	Manager
	GCIM(17)	Manager
	LMREC(37)	Director
	LMREC II(38)	Director
	PCM I(60)	Director
	PCM II(61)	Director
	Royce(63)	Manager
	WAMCL(66)	Director
	WAM Tokyo(67)	Director
	WAM Australia(68)	Director
	WAM Singapore(70)	Director

NAME AND POSITION WITH WESTERN ASSET

NAME OF COMPANY AND/OR PRINCIPAL BUSINESS OTHER THAN WESTERN ASSET

CAPACITY

David A. Odenath,	Legg Mason, Inc.(26)	Senior Vice President
Non-Employee Director	Batterymarch(5)	Director
	Brandywine(8)	Manager
	LMCM(18)	Director
	LMGAA(25)	Director
	BGIM(9)	Director
	Brandywine Singapore(10)	Director
	Clear Adv(13)	Manager
	Clear Asset(14)	Manager
	GCIM(17)	Manager
	LMPFA(34)	Manager
	LMPPG(34)	Manager
	WAMCL(66)	Director
	WAM Tokyo(67)	Director
	WAM Australia(68)	Director
	WAM Singapore(70)	Director
Michael B Zelouf, Director of International Business and Head of London Operations	—	—
Suzanne Taylor-King, Finance Office	—	—
James J. Click, Director of Global Client Service & Marketing	—	—
Bruce Daniel Alberts, Chief Financial Officer	—	—
Charles A. (Tony) Ruys de Perez, General Counsel and Secretary; Head of Legal & Compliance	—	—
Brett B. Canon, Director of Risk Management & Operations	—	—
Daniel E. Giddings, Assistant Secretary;	—	—
Gavin L. James, Director of Portfolio Operations	—	—

_______________

(1)	3040692 Nova Scotia Company (“NS”), 44 Chipman Hill, 10th Floor, St. John, New Brunswick E2L 4S6, Canada

(2)	The Baltimore Company (“The Baltimore Co”), 100 International Drive, Baltimore, MD 21202

(3)	Barrett Associates, Inc. (“Barrett”), 565 Fifth Avenue, New York, NY 10017

(4)	Bartlett & Co. (“Bartlett”), 36 East Fourth Street, Cincinnati, OH 45202

(5)	Batterymarch Financial Management, Inc. (“Batterymarch”), 200 Clarendon Street, Boston, MA 02116

(6)	Batterymarch GP, LLC, 200 Clarendon Street, Boston, MA 02116

(7)	BMML, Inc. (“BMML”), 100 International Drive, Baltimore, MD 21202

(8)	Brandywine Global Investment Management, LLC (“Brandywine”), 2929 Arch Street, 8th Floor, Philadelphia, PA 19104

(9)	Brandywine Global Investment Management (“BGIM”), Level 9, Leaf B, Tower 42, 25 Old Broad Street, London, England EC2N 1HQ

(10)	Brandywine Global Investment Management (Asia) Pte Ltd. (“Brandywine Singapore”), 36 Robinson House, #18, City House, Singapore

(11)	BRE Group, Inc. (“BRE”), 36 East Fourth Street, Cincinnati, OH 45202

(12)	Citi Fund Management Inc. (“Citi Funds”), 100 First Stamford Place, Stamford, CT 06902-6729

(13)	Clearbridge Advisors, LLC (“Clear Adv”), 620 Eight Avenue, New York, NY 10018

(14)	Clearbridge Asset Management, Inc. (“Clear Asset”), 620 Eight Avenue, New York, NY 10018

(15)	Fairfield Group, Inc. (“FG”), 200 Gibraltor Road, Horsham, PA 19044

(16)	Gray Seifert & Co (“GS”), 100 International Drive, Baltimore, MD 21202

(17)	Global Currents Investment Management, LLC (“GCIM”), 100 International Drive, Baltimore, MD 21202

(18)	Legg Mason Capital Management, Inc. (“LMCM”), 100 International Drive, Baltimore, MD 21202

(19)	Legg Mason Canada Holdings Ltd. (“LM Canada Hldg”), 44 Chipman Hill, 10th Floor, St. John, New Brunswick E2L 4S6, Canada

(20)	Legg Mason Asset Management Australia Limited, Level 13, 120 Collins Street, Melbourne, Victoria 3000, Australia

(21)	Legg Mason Securities (Japan) Co., Ltd., Ote Center Building, 1-1-3 Otemachi Chiyoda-ku, Tokyo 100-0004, Japan

(22)	Legg Mason Charitable Foundation, Inc. (“LMCF”), 100 International Drive, Baltimore, MD 21202

(23)	Legg Mason Fund Adviser, Inc. (“LMFA”), 100 International Drive, Baltimore, MD 21202

(24)	Legg Mason Funding, Corp. (“LMFC”), 100 International Drive, Baltimore, MD 21202

(25)	Legg Mason Global Asset Allocation, LLC (“LMGAA”), 620 8th Ave., New York, NY 10018

(26)	Legg Mason, Inc., 100 International Drive, Baltimore, MD 21202

(27)	Legg Mason & Co. LLC (“LeggCo”), 100 International Drive, Baltimore, MD 21202

(28)	Legg Mason International Holdings, LLC (“LMIH”), 100 International Drive, Baltimore, MD 21202

(29)	Legg Mason International Holdings II, LLC (“LMIH II”), 100 International Drive, Baltimore, MD 21202

(30)	Legg Mason International Holdings (Chile), LLC (“LMIH Chile”), El Regidor No 66, Piso 10, Las Condes, Santiago, Chile

(31)	Legg Mason Investment Counsel, LLC (“LMIC”), 100 International Drive, Baltimore, MD 21202

(32)	Legg Mason Investor Services, LLC “(LMIS”), 100 International Drive, Baltimore, MD 21202

(33)	Legg Mason Marketing Co, LLC (“LM Marketing”), 100 International Drive, Baltimore, MD 21202

(34)	Legg Mason Partners Fund Advisor, LLC (“LMPFA”), 399 Park Ave., New York, NY 10022

(35)	Legg Mason Political Action Committee (“LMPAC”), 100 International Drive, Baltimore, MD 21202

(36)	Legg Mason Properties, Inc. (“LM Properties”), 5955 Carnegie Boulevard, Suite 200, Charlotte, NC 28209

(37)	Legg Mason Real Estate Capital, Inc. (“LMREC”), 10880 Wilshire Blvd., Suite 1750, Los Angeles, CA 90024

(38)	Legg Mason Real Estate Capital, Inc. II (“LMREC II”), 10880 Wilshire Blvd., Suite 1750, Los Angeles, CA 90024

(39)	Legg Mason Real Estate Investors, Inc. (“LMREI”), 100 International Drive, Baltimore, MD 21202

(40)	Legg Mason Commercial Real Estate Services, Inc. (“LMCRES”), 100 International Drive, Baltimore, MD 21203

(41)	Legg Mason Real Estate Securities Advisors, Inc. (“LMRESA”), 100 International Drive, Baltimore, MD 21202

(42)	Legg Mason Realty Capital, Inc. (“LMRC”), 100 International Drive, Baltimore, MD 21202

(43)	Legg Mason Realty Group, Inc. (“LMRG”), 100 International Drive, Baltimore, MD 21202

(44)	Legg Mason Realty Partners, Inc. (“LMRP”), 100 International Drive, Baltimore, MD 21202

(45)	Legg Mason Technology Services, Inc. (“LMTS”), 100 International Drive, Baltimore, MD 21202

(46)	Legg Mason Tower, Inc. (“LM Tower”), 100 International Drive, Baltimore, MD 21202

(47)	Legg Mason Investment Counsel & Trust Company, N.A. (“LMIC”), 100 International Drive, Baltimore, MD 21202

(48)	LM BAM, Inc. (“LM BAM”), 46 Public Square, Suite 700, Wilkes Barre, PA 18701

(49)	LM Capital Company (“LMCC”), 100 International Drive, Baltimore, MD 21202

(50)	LM Capital Support I (“LMCS I”), 100 International Drive, Baltimore, MD 21202

(51)	LM Capital Support II (“LMCS II”), 100 International Drive, Baltimore, MD 21202

(52)	LM Capital Support III (“LMCS III”), 100 International Drive, Baltimore, MD 21202

(53)	LM Capital Support IV (“LMCS IV”), 100 International Drive, Baltimore, MD 21202

(54)	LM Capital Support V (“LMCS V”), 100 International Drive, Baltimore, MD 21202

(55)	LM Holdings, Limited (“LM Holdings”), 155 Bishopsgate, London EC2M 3TY, England

(56)	LMRC II, Inc. (“LMRC II”), 100 International Drive, Baltimore, MD 21202

(57)	LMRC Properties, Inc. (“LMRC Properties”), 100 International Drive, Baltimore, MD 21202

(58)	LMM LLC (“LMM”), 100 International Drive, Baltimore, MD 21202

(59)	LMRES Holdings (“LMRES Hldgs”), 100 International Drive, Baltimore, MD 21202

(60)	PCM Holdings I, Inc. (“PCM I”), 8889 Pelican Bay Boulevard, Suite 500, Naples, FL 34108-7512

(61)	PCM Holdings II, LLC (“PCM II”), 8889 Pelican Bay Boulevard, Suite 500, Naples, FL 34108-7512

(62)	Permal Asset Management, Inc. (“Permal”), 900 Third Ave. 28th Floor, New York, NY 10022

(63)	Royce & Associates, LLC (“Royce”), 1414 Avenue of the Americas, New York, NY 10019

(64)	Smith Barney Fund Management (“SBFM”), 300 First Stamford Place, Stamford, CT 06902

(65)	Western Asset Management Company (“WAM”), 385 East Colorado Boulevard, Pasadena, CA 91101

(66)	Western Asset Management Company Limited (“WAMCL”), 10 Exchange Square, Primrose Street, London EC2A 2EN, England

(67)	Western Asset Management Company Ltd (“WAM Tokyo”), Ote Center Building, 1-1-3 Otemachi Chiyoda-ku, Tokyo 100-0004, Japan

(68)	Western Asset Management Company Pty Ltd (“WAM Australia”), Level 13, 120 Collins Street, GPO Box 507, Melbourne Victoria 3000, Australia

(69)	Western Asset Management (UK) Holdings Limited (“WAMCO Hldgs Ltd”), 10 Exchange Square, Primrose Street, London EC2A 2EN, England

(70)	Western Asset Management Company Pte, Ltd (“WAM Singapore”), 1 George Street, #23-01, Singapore 049145

BUSINESS AND OTHER CONNECTIONS OF OFFICERS AND DIRECTORS OF REGISTRANT’S INVESTMENT SUBADVISER,

MADISON SQUARE INVESTORS LLC (“MADISON SQUARE”)

Set forth is information as to any business, profession, vocation or employment of substantial nature engaged in by such officers and directors during the past two fiscal years. The principal business address of Madison Square is 1180 Avenue of the Americas, New York, NY 10036. Madison Square is registered under the Investment Advisers Act of 1940. Information as to the officers and directors of Madison Square is as follows:

NAME AND POSITION WITH MADISON SQUARE	NAME OF COMPANY AND/OR PRINCIPAL BUSINESS OTHER THAN MADISON SQUARE AND RELATED CAPACITY
John Y. Kim, Chairman	Manager; President and Chief Executive Officer, New York Life Investment Management LLC; Executive Vice President and Member of the Executive Management Committee, New York Life Insurance Company; Manager, Chief Executive Officer and President, New York Life Investment Management Holdings, LLC; Chairman of the Board, Member of the Audit Committee and Chairman of the Compensation Committee, Madison Capital Funding LLC and McMorgan & Company LLC; Manager, Member of the Audit Committee and Chairman of the Compensation Committee, MacKay Shields LLC; Chairman of the Board, Member of the Audit Committee and Chairman of the Compensation Committee, NYLCAP Manager LLC, Madison Square Investors LLC and Institutional Capital; Chairman of the Board and Chief Executive Officer, NYLIFE Distributors LLC; Executive Vice President, NYLIFE Insurance Company of Arizona and New York Life Insurance and Annuity Corporation
John H. Siciliano, Manager	Manager, Senior Managing Director and Head of Investment Boutiques, New York Life Investment Management LLC; Manager of New York Life Investment Management Holdings LLC; Manager and member of the Audit Committee of NYLIFE Distributors Manager and Member of the Compensation Committee of Institutional Capital LLC, MacKay Shields LLC, Madison Square Investors LLC, McMorgan & Company LLC and NYLCAP Manager LLC
Michael E. Sproule, Manager & Chairman of the Audit Committee	Manager and Chairman of the Audit Committee, Institutional Capital LLC, MacKay Shields LLC, McMorgan & Company LLC, New York Life Investment Management LLC, Madison Capital Funding LLC, New York Life International, LLC; Manager, New York Life Investment Holdings LLC; Director, Committee Member, NYLIAC; Manager, Member of the Executive Committee, NYLIFE LLC; Director, Gresham Mortgage; Director, NYLUK I Company, NYLUK II Company.

NAME AND POSITION WITH

MADISON SQUARE

NAME OF COMPANY AND/OR PRINCIPAL

BUSINESS OTHER THAN MADISON SQUARE AND RELATED CAPACITY

Gary E. Wendlandt,

Manager

Chairman; Chairman of the Board; Chairman of the Compensation Committee; Member of the Audit Committee, New York Life Investment Management LLC; Vice Chairman of the Board and Chief Investment Officer of New York Life Insurance Company; Chairman, Chairman of the Board and Chairman of the Compensation Committee of New York Life Investment Management Holdings LLC; Chairman of the Board, Chairman and President and Member of the Executive Committee of NYLIFE LLC; Principal Director and Member of the Audit Committee of Fianzas Monterrey, S.A.; Second Vice Chairman of HSBC New York Life Seguros de Retiro (Argentina) S.A.; Second Vice Chairman of Maxima S.A. AFJP; Vice Chairman in charge of Investment and Finance of New York Life Insurance and Annuity Corporation; Manager, Executive Vice President and Member of the Audit and Compensation Committees, and Chairman of Investment Committee of New York Life International LLC; Manager of NYL Executive Benefits LLC; Principal Director and Member of the Audit Committee of Seguros Monterrey New York Life, S.A. de C.V.; Manager and Member of the Audit Committee and Compensation Committee of Institutional Capital LLC, Madison Capital Funding LLC, MacKay Shields LLC, Madison Square Investors LLC and McMorgan &Company LLC; Manager and Member of the Compensation Committee of NYLCAP Manager LLC; Director of Jacob Ballas Capital India Pvt., Ltd.; and Director of NYLINK Insurance Agency Incorporated; Vice Chairman in charge of Investment &Finance, NYLIFE Insurance Company of Arizona; Second Vice Chairman and Second Vice President of HSBC New York Life Seguros de Vida (Argentina) S.A. and HSBC New York Life Seguros de Retivo (Argentina) S.A.

Tony H. Elavia, Manager, Chief Executive Officer	Senior Managing Director, New York Life Investment Management LLC; Executive Vice President of New York Life Trust Company; Senior Vice President of New York Life Insurance and Annuity Corporation; Manager and Chief Executive Officer of Madison Square Investors LLC
Michael P. Maquet, President and Chief Operating Officer	Senior Managing Director, New York Life Investment Management LLC
Tara McAleer, Director and Chief Compliance Officer	Director and Chief Compliance Officer, New York Life Investment Management LLC
Jennifer Oberschewen, Director and Chief Financial Officer	None

BUSINESS AND OTHER CONNECTIONS OF OFFICERS AND DIRECTORS OF REGISTRANT’S INVESTMENT SUBADVISER,

MELLON CAPITAL MANAGEMENT CORPORATION (“MELLON”)

Set forth is information as to any business, profession, vocation or employment of substantial nature engaged in by such officers and directors during the past two fiscal years. The principal business address of Mellon Capital Management is 50 Fremont Street, Suite 3900, San Francisco, CA 94105. Mellon Capital Management is an indirect wholly owned subsidiary of BNYMellon. Information as to the officers and directors is as follows:

NAME AND POSITION WITH MELLON	NAME AND ADDRESS OF COMPANY AND/OR PRINCIPAL BUSINESS OTHER THAN MELLON	CAPACITY
Charles J. Jacklin, President and Chief Executive Officer of Mellon Capital Management; Director	—	—

NAME AND POSITION WITH MELLON

NAME AND ADDRESS OF COMPANY AND/OR PRINCIPAL BUSINESS OTHER THAN MELLON

CAPACITY

William L. Fouse, Chairman Emeritus	—	—
Thomas B. Hazuka, Former Vice Chairman	—	—
Thomas F. Loeb, Chairman of the Board of Directors	—	—
Phil Maisano, Director	—	—
Robald P. O’Hanley, Director	—	—
William Rydell, Former Vice Chairman and Board of Directors	—	—
Scott E. Wennerholm, Director	—	—
Michael Ho, Executive Vice President and Chief Investment Officer	—	—
Vikas Oswal, Executive Vice President and Chief Investment Strategist	—	—
Gabriela Parcella, Executive Vice President and Chief Operating Officer	—	—
James Tufts, Executive Vice President and Head of Client Service, Sales & Marketing	—	—
John Cone, Director	—	—
Oliver E. Buckley, Executive Vice President and Head of Active Equity strategies	—	—

BUSINESS AND OTHER CONNECTIONS OF OFFICERS AND DIRECTORS OF REGISTRANT’S INVESTMENT SUBADVISER,

COPPER ROCK CAPITAL PARTNERS, LLC (“COPPER ROCK”)

Set forth is information as to any business, profession, vocation or employment of substantial nature engaged in by such officers and directors during the past two fiscal years. The principal business address of Copper Rock is 200 Clarendon Street, Boston, MA 02116. Copper Rock is registered under the Investment Advisers Act of 1940. Information as to the officers and directors of Copper Rock is as follows:

NAME AND POSITION WITH COPPER ROCK	NAME OF COMPANY AND/OR PRINCIPAL BUSINESS OTHER THAN COPPER ROCK	CAPACITY
Tucker Walsh, Chief Executive Officer, Head of Portfolio Management and Manager	—	—
Peter J. Hadelman, Principal and Head of Relationship Management	—	—
Gregory Poulos, Principal, Assistant Portfolio Manager and Senior Analyst	—	—
David C. Cavanaugh, Principal, Assistant Portfolio Manager and Senior Analyst	—	—
Michael Callahan, Principal and Head Trader	—	—
Michael A. Forrester, Principal and Chief Operating Officer	—	—
Stephen P. Dexter, Principal, Chief Investment Officer, International Equities and Portfolio Manager	—	—
Harry D. Shea, Principal and Portfolio Manager	—	—
Denise D. Selden, Principal and Portfolio Manager	—	—

NAME AND POSITION WITH COPPER ROCK

NAME OF COMPANY AND/OR PRINCIPAL BUSINESS OTHER THAN COPPER ROCK

CAPACITY

Linda Tilton Gibson, Manager	-Old Mutual (US) Holdings Inc. -300 North Capital, LLC (f/k/a Provident Investment Counsel, LLC) -Old Mutual Capital, Inc. -Old Mutual Asset Managers (UK) Ltd. -Acadian Asset Management LLC -Ashfield Capital Partners, LLC -Larch Lane Advisors LLC -2100 Xenon Group LLC	-Chief Operating Officer -Director -Director -Director -Director -Director -Director -Director
Thomas Moynihan Turpin, Manager	-Old Mutual (US) Holdings Inc. -Barrow, Hanley, Mewhinney & Strauss, Inc. -Thompson, Siegel & Walmsley LLC -Dwight Asset Management Company LLC -Clay Finlay LLC -Old Mutual Capital, Inc. -Acadian Asset Management LLC -Liberty Ridge Capital -Larch Lane Advisors, LLC -300 North Capital, LLC (f/k/a Provident Investment Counsel, LLC) -Ashfield Capital Partners, LLC -Old Mutual Asset Managers (UK) Ltd. -Analytic Investors, LLC -2100 Xenon Group LLC -Rogge Global Partners plc -Investment Counselors of Maryland, LLC -LML Holdings Inc.	-President and Chief Executive Officer -Director -Director -Director -Director -Director -Director -Director -Director -Director -Director -Director -Director -Director -Director -Director -Director

BUSINESS AND OTHER CONNECTIONS OF OFFICERS AND DIRECTORS OF REGISTRANT’S INVESTMENT SUBADVISER,

PANAGORA ASSET MANAGEMENT, INC. (“PANAGORA”)

Set forth is information as to any business, profession, vocation or employment of substantial nature engaged in by such officers and directors during the past two fiscal years. The principal business address of PanAgora is 470 Atlantic Avenue, 8th Floor, Boston, MA 02210. PanAgora is registered under the Investment Advisers Act of 1940. Information as to the officers and directors of PanAgora is as follows:

NAME AND POSITION WITH PANAGORA	NAME OF COMPANY AND/OR PRINCIPAL BUSINESS OTHER THAN PANAGORA	CAPACITY
Eric H. Sorensen, Ph.D. President and Chief Executive Officer	—	—
Ronald Hua, CFA, Chief Investment Officer, Equity and Head of equity Research	—	—
Edward Qian, Ph.D., CFA, Chief Investment Officer, Macro Strategies and Head of Macro Research	—	—
Robert Job, CFA, Head of Business Development	—	—
Michael Turpin, CFA, Chief Operating Officer	—	—
Louis X. Iglesias, CFA, Chief Compliance Officer	—	—

BUSINESS AND OTHER CONNECTIONS OF OFFICERS AND DIRECTORS OF REGISTRANT’S INVESTMENT SUBADVISER,

THOMAS WHITE INTERNATIONAL, LTD. (“THOMAS WHITE”)

Set forth is information as to any business, profession, vocation or employment of substantial nature engaged in by such officers and directors during the past two fiscal years. The principal business address of Thomas White and Best Independent Research, LLC is 440 S. LaSalle Street, Suite 3900, Chicago, Illinois. Thomas White is registered under the Investment Advisers Act of 1940. Information as to the officers and directors of Thomas White is as follows:

NAME AND POSITION WITH THOMAS WHITE	NAME OF COMPANY AND/OR PRINCIPAL BUSINESS OTHER THAN THOMAS WHITE	CAPACITY
Thomas S. White, Jr., Chairman, President and Treasurer	Best Independent Research, LLC	President
Douglas M. Jackman, CFA, Executive Vice President and Secretary	Best Independent Research, LLC	Executive VP
Wei Li, Ph.D., CFA, Executive Vice President	Best Independent Research, LLC	Executive VP
Timothy C. Holt, CFA, Executive Vice President	—	—
Stathy Manos White, Senior Vice President	—	—

NAME AND POSITION WITH THOMAS WHITE

NAME OF COMPANY AND/OR PRINCIPAL BUSINESS OTHER THAN THOMAS WHITE

CAPACITY

David Sullivan II, Senior Vice President	—	—
Jinwen Zhang, Ph.D., CFA, Senior Vice President	—	—
Xiao Yan Chen, Vice President	—	—
Yanhui Ma, Vice President	—	—
Lynn F. Becker, Vice President	—	—

BUSINESS AND OTHER CONNECTIONS OF OFFICERS AND DIRECTORS OF REGISTRANT’S INVESTMENT SUBADVISER,

VICTORY CAPITAL MANAGEMENT, INC. (“VICTORY”)

Set forth below is information as to any business, vocation or employment of substantial nature engaged in by such officers and directors during the past two fiscal years. The principal business address of Victory is 127 Public Square, Cleveland, OH 44114. Victory is registered under the Investment Advisers Act of 1940. Information as to the directors and officers of Victory is as follows:

Victory Capital Management Inc.

NAME AND POSITION WITH VICTORY	NAME AND ADDRESS OF COMPANY AND/OR PRINCIPAL BUSINESS OTHER THAN VICTORY	CAPACITY
David C. Brown, Chief Operating Officer and Senior Managing Director	—	—
Kenneth F. Fox, Chief Compliance Officer	—	—
Linda A. Grandstaff, Director	—	—
Gregory N. River, Head of Equities and Senior Managing Director	—	—
Craig Fuch, Head of Fixed Income and Managing Director	—	—

NAME AND POSITION WITH VICTORY

NAME AND ADDRESS OF COMPANY AND/OR PRINCIPAL BUSINESS OTHER THAN VICTORY

CAPACITY

Robert L. Wagner, President and Chief Executive Officer	—	—
Richard G. Zeiger, Secretary and Senior Vice President	—	—
Lawrence G. Babin, Chief Investment Officer Diversified Equity and Senior Managing Director	—	—
Michael Black, Chief Financial Officer	—	—
Leslie Globits, Chief Investment Officer Mid Cap Equity and Managing Director	—	—
Richard A. Janus, Chief Investment Officer Convertible Securities and Senior Managing Director	—	—
Matthias A. Knerr, Chief Investment Officer International Large Cap Equity	—	—
Margaret Lindsay, Chief Investment Officer International Small Cap Equity and Senior Managing Director	—	—
Erick F. Maronak, Chief Investment Officer Large Cap Growth and Senior Managing Director	—	—
Gary H. Miller, Chief Investment Officer Small Cap Value Equity and Managing Director	—	—
Arvind K. Sachdeva, Chief Investment Officer Large Cap Value and Senior Managing Director	—	—

BUSINESS AND OTHER CONNECTIONS OF OFFICERS AND DIRECTORS OF REGISTRANT’S INVESTMENT SUBADVISER,

CLEARBRIDGE ADVISORS, LLC (“CLEARBRIDGE”)

Set forth below is information as to any business, vocation or employment of substantial nature engaged in by such officers and directors during the past two fiscal years. The principal business address of ClearBridge is 620 8th Avenue, New York, NY 10018. ClearBridge is registered under the Investment Advisers Act of 1940. Information as to the directors and officers of ClearBridge is as follows:

NAME AND POSITION WITH CLEARBRIDGE	NAME OF COMPANY AND/OR PRINCIPAL BUSINESS OTHER THAN CLEARBRIDGE	CAPACITY
Charles J. Daley, Director	Legg Mason, Inc.	CFO, Treasurer
Jeffrey Nattans, Director	Legg Mason, Inc.	Sr. Vice President
David Odenath, Senior Executive Vice President	Legg Mason, Inc.	Sr. Vice President President Prudential Annuities
Peter E. Sundman, President, Chief Executive Officer and Director	ClearBridge Since 1/09 Neuberger Investment Management, Inc.	Chairman, CEO Neuberger Funds
Harry D. Cohen, Chief Investment Officer	—	—
Barbara Brooke Manning, General Counsel and Chief Compliance Officer	—	—
Terence J. Murphy, Chief Operating Officer	—	—

ITEM 32.

Principal Underwriter

(a)

SEI Investments Distribution Co. (“the Distributor”) is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the Financial Industry Regulatory Authority. In addition to the Registrant, the Distributor acts as principal underwriter for the following investment companies:

	SEI Daily Income Trust	July 15, 1982
	SEI Liquid Asset Trust	November 19, 1982
	SEI Tax Exempt Trust	December 3, 1982
	SEI Institutional Managed Trust	January 22, 1987
	SEI Institutional International Trust	August 30, 1988
	The Advisors’ Inner Circle Fund	November 14, 1991
	The Advisors’ Inner Circle Fund II	January 28, 1993
	Bishop Street Funds	January 27, 1995
	SEI Asset Allocation Trust	April 1, 1996
	SEI Institutional Investments Trust	June 14, 1996
	Oak Associates Funds	February 27, 1998
	CNI Charter Funds	April 1, 1999
	iShares Inc.	January 28, 2000
	iShares Trust	April 25, 2000
	Optique Funds, Inc.	November 1, 2000
	Causeway Capital Management Trust	September 20, 2001
	Barclays Global Investors Funds	March 31, 2003
	SEI Opportunity Fund, LP	October 1, 2003
	The Arbitrage Funds	May 17, 2005

	The Turner Funds	January 1, 2006
	ProShares Trust	November 14, 2005
	Community Reinvestment Act Qualified Investment Fund	January 8, 2007
	Forward Accessor Funds	March 1, 2007
	SEI Alpha Strategy Portfolios, LP	June 29, 2007
	TD Asset Management USA Funds	July 25, 2007
	SEI Structured Credit Fund, LP	July 31, 2007
	Global X Funds	October 4, 2008
	FaithShares Trust	August 7, 2009
	Schwab Strategic Trust	October 12, 2009

The Distributor provides numerous financial services to investment managers, pension plan sponsors, and bank trust departments. These services include portfolio evaluation, performance measurement and consulting services (“Funds Evaluation”) and automated execution, clearing and settlement of securities transactions (“MarketLink”).

The following is a list of the directors and executive officers of the Distributor. Unless otherwise noted, the business address of each director or officer is One Freedom Valley Drive, Oaks, PA 19456.

Name	Position and Office with Distributor	Positions with Registrant
William M. Doran	Director	None
Edward D. Loughlin	Director	None
Wayne M. Withrow	Director	None
Kevin Barr	President & Chief Executive Officer	None
Maxine Chou	Chief Financial Officer, Chief Operations Officer & Treasurer	None
John C. Munch	General Counsel & Secretary	None
Karen LaTourette	Chief Compliance Officer, Anti-Money Laundering Officer & Assistant Secretary	None
Mark J. Held	Senior Vice President	None
Lori L. White	Vice President & Assistant Secretary	None
John Coary	Vice President & Assistant Secretary	None
John Cronin	Vice President	None
Robert Silvestri	Vice President	None

ITEM 33.

Location of Accounts and Records

All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules thereunder are maintained (i) at the offices of the Registrant; (ii) at the offices of Registrant’s administrator, SEI Investments Global Funds Services, One Freedom Valley Drive, Oaks, Pennsylvania 19456; (iii) at the offices of Registrant’s principal underwriter, SEI Investments Distribution Co., One Freedom Valley Drive, Oaks, Pennsylvania 19456; (iv) at the offices of Registrant’s investment adviser or subadvisers, Wilshire Associates Incorporated, 1299 Ocean Avenue, Santa Monica, California 90401-1085; Western Asset Management Company, 385 E. Colorado Boulevard, Pasadena, California 91101; Western Asset Management Limited, 155 Bishopsgate, London EC2M 3XG England; Madison Square Investors LLC, 1180 Avenue of the Americas, New York, NY 10036; Mellon Capital Management, 50 Fremont Street, Suite 3900, San Francisco, CA 94105; Copper Rock Capital Partners, LLC, 200 Clarendon Street, Boston, MA 02116; PanAgora Asset Management, Inc., 470 Atlantic Avenue, 8th Floor, Boston, MA 02210; Thomas White International, Ltd., 440 S. LaSalle Street, Suite 3900, Chicago, IL; Victory Capital Management, Inc., 127 Public Square, Cleveland, OH 44114; and ClearBridge Advisors, LLC, 620 8th Avenue, New York, NY 10018 or (v) at the offices of Registrant’s custodian, PNC Global Investment Servicing Inc., 8800 Tinicum Boulevard, 4th Floor, Philadelphia, PA 19153.

ITEM 34.

Management Services

Not applicable.

ITEM 35.

Undertakings

Registrant hereby undertakes to furnish each person to whom a prospectus is delivered with a copy of Registrant’s latest annual report to shareholders, upon request and without charge.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 (the “Securities Act”) and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 45 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Monica, and State of California, on the 25th day of February, 2010.

WILSHIRE VARIABLE INSURANCE TRUST

By: /s/ Lawrence E. Davanzo

Lawrence E. Davanzo, President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 45 to the registration statement has been signed below on February 25, 2010 by the following persons in the capacities indicated.

Signature	Title	Date
/s/ Lawrence E. Davanzo Lawrence E. Davanzo	President (Principal Executive Officer) and Trustee	February 25, 2010
Theodore J. Beck* Theodore J. Beck	Trustee	February 25, 2010
Roger A. Formisano* Roger A. Formisano	Trustee	February 25, 2010
Richard A. Holt* Richard A. Holt	Trustee	February 25, 2010
Suanne K. Luhn* Suanne K. Luhn	Trustee	February 25, 2010
Harriet A. Russell* Harriet A. Russell	Trustee	February 25, 2010
George J. Zock* George J. Zock	Trustee	February 25, 2010
/s/ Michael Wauters Michael Wauters	Treasurer	February 25, 2010
*By: /s/ Lawrence E. Davanzo

Lawrence E. Davanzo

As Attorney-in-Fact and Agent pursuant to the powers of attorney previously filed.

Registration Statement Under The Securities Act Of 1933	ý
Pre-Effective Amendment No. ___
Post-Effective Amendment No. 45	ý
Registration Statement Under The Investment Company Act Of 1940	ý
Amendment No. 46	ý

¨	immediately upon filing pursuant to paragraph (b);
¨	on _______ pursuant to paragraph (b);
¨	60 days after filing pursuant to paragraph (a)(1);
ý	on May 1, 2010 pursuant to paragraph (a)(1);
¨	75 days after filing pursuant to paragraph (a)(2);
¨	on _______ pursuant to paragraph (a)(2) of Rule 485

Name And Age	Position(s) Held With Fund	Term of Office and Length of Time Served(1)	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee(2)	Other Directorships Held by Trustee
NON-INTERESTED TRUSTEES
Theodore J. Beck, 57	Trustee	Since 2008	President and Chief Executive Officer, National Endowment for Financial Education (since 2005); Associate Dean for Executive Education and Corporate Relationships, and President for the Center for Advanced Studies in Business at the University of Wisconsin (1999 to 2005).	15	Wilshire Mutual Funds, Inc. (6 Portfolios)
Roger A. Formisano, 61	Trustee	Since 2002	Vice President, University Medical Foundation, 2006 to Present; formerly Director, The Center for Leadership and Applied Business, UW-Madison School of Business; Principal, R.A. Formisano & Company, LLC.	15	Integrity Mutual Insurance Company; Wilshire Mutual Funds, Inc. (6 Portfolios)
Richard A. Holt, 68	Trustee	Since 1998	Retired; formerly Senior Relationship Manager, Scudder Insurance Asset Management.	15	Wilshire Mutual Funds, Inc. (6 Portfolios)
Suanne K. Luhn, 55	Trustee	Since 2008	Retired; formerly Chief Compliance Officer, Bahl & Gaynor (investment adviser) (1990 to 2006).	15	Wilshire Mutual Funds, Inc. (6 Portfolios)
Harriet A. Russell, 68	Trustee	Since 1996; Trustee of Predecessor Funds from 1974 to 1983 and 1992 to 1996	President, Greater Cincinnati Credit Union; formerly Vice President, Cincinnati Board of Education; formerly teacher, Walnut Hills High School.	15	Greater Cincinnati Credit Union Board; Wilshire Mutual Funds, Inc. (6 Portfolios)
George J. Zock, 59	Trustee, Chairman of the Board	Since 1996; Trustee of Predecessor Funds from 1995 to 1996	Independent Consultant; formerly Consultant, Horace Mann Service Corporation (2004 to 2005); formerly Executive Vice President, Horace Mann Life Insurance Company and Horace Mann Service Corporation (1997 to 2003)	15	Wilshire Mutual Funds, Inc. (6 Portfolios)

INTERESTED TRUSTEE AND OFFICERS
Lawrence E. Davanzo,(3) 57	Trustee and President	Since 2005	President Wilshire Associates Incorporated (October 2007 to Present); Senior Managing Director, Wilshire Associates Incorporated (October 2004 to October 2007); Managing Director, Guggenheim Partners (August 2004 to October 2004); Independent Investor (August 2001 to August 2004); President, Investor Force Securities (February 2000 to August 2001); Managing Director and Founder, Asset Strategy Consultants (investment consulting firm) (February 1991 to February 2000)	15	Wilshire Associates Incorporated; Wilshire Mutual Funds, Inc. (6 Portfolios)
Helen Thompson, 42	Vice President	Since 2008	Managing Director, Wilshire Associates Incorporated, since 2003; Associate Director, First Quadrant, L.P., 2001 to 2003; Chief Investment Accountant, Financial Controller, Company Secretary, Associate Director, Compliance Officer, 1996 to 2003, First Quadrant Limited.	N/A	N/A
James T. St. Aubin, __	Vice President	Since 2009	Senior Portfolio Manager in Wilshire’s Funds Management Group. 2004 to 2008, Senior Consultant at Ibbotson Associates – a division Morningstar Inc.	N/A	N/A
Alex Kaye, __	Vice President	Since 2009	Senior Portfolio Manager in Wilshire’s Funds Management Group. Member of Wilshire Funds Management Portfolio Management Subcommittee. 2004 to 2007, Senior Portfolio Manager at Ibbotson Associates.
Victor Zhang, 37	Vice President	Since 2009	Head of Portfolio Management, Member of Wilshire Funds Management Investment Committee, Wilshire Associates Incorporated, January 2006 to Present; Director of Investments, Harris myCFO Investment Advisory Services, LLC, 2001 to 2006.	N/A	N/A

Aaron W. I. Eubanks, 47	Chief Compliance Officer	Since 2009	Chief Compliance Officer and Managing Director, Wilshire Associates Incorporated (since 2009); Chief Operating Officer and Chief Compliance Officer, Provident Investment Counsel (1992 to 2009)	N/A	N/A
Reena Lalji, __	Secretary	Since 2009	Managing Director and General Counsel, Wilshire Associates Incorporated (since 2009); Senior Counsel, Royal Bank of Canada (2003 to 2008)	N/A	N/A
Michael Wauters, 44	Treasurer	Since 2009	Controller, Wilshire Associates Incorporated (since 2009); Assistant Vice President- Financial Operations, Pacific Life Insurance Company (2000 to 2009)	N/A	N/A
Guarav Chopra, 31	Assistant Treasurer	Since 2009	Senior Associate, Wilshire Associates Incorporated, 2008 to Present; Senior Project Manager, IndyMac Bank, 2004 to 2007; and Portfolio Analyst, Hoefer Arnett, Inc., 2003 to 2004.	N/A	N/A

The Trust and The Funds	2
Additional Investment Policies	2
Investment Restrictions	4
Description of Securities and Risks	9
Management Of The Funds	34
Investment Advisory Agreements	40
Brokerage Allocation	61
Distributor	64
Other Services	67
Voting Rights	68
Purchase, Redemption And Pricing Of Fund Shares	69
Tax Matters	71
Control Persons and Principal Holders of Securities	74
General Information	75
Financial Statements	76
APPENDIX A	A-1
APPENDIX B	B-1

Trustee	Aggregate Compensation From the Trust	Pension Retirement Benefits Accrued as Part of Fund Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation from the Trust*
Theodore J. Beck	$—	N/A	N/A	$—
Roger A Formisano	—	N/A	N/A	—
Richard A. Holt	—	N/A	N/A	—
Suanne K. Luhn	—	N/A	N/A	—
Harriet A. Russell	—	N/A	N/A	—
George J. Zock	—	N/A	N/A	—

	Interested Trustee	Non-Interested Trustees
Name of Fund	Lawrence E. Davanzo	Theodore J. Beck	Roger A. Formisano	Richard A. Holt	Suanne K. Luhn	Harriet A. Russell	George J. Zock
Equity Fund
Balanced Fund
Income Fund
Small Cap Growth Fund
International Equity Fund
Socially Responsible Fund
Wilshire 2015 ETF Fund
Wilshire 2025 ETF Fund
Wilshire 2035 ETF Fund
Aggregate Dollar Range of Equity Securities in all Registered Investment Companies overseen by the Trustee within the Family of Investment Companies

Fund	Rate on the First $1 Billion of Fund Assets	Rate on Fund Assets in Excess of $1 Billion
Equity Fund	0.700%*	0.600%*
Balanced Fund	0.550%**	0.450%**
Income Fund	0.550%	0.450%
Small Cap Growth Fund	1.150%	1.150%
International Equity Fund	1.000%	0.900%
Socially Responsible Fund	0.850%	0.750%
Wilshire 2015 ETF Fund	0.250%***	0.250%***
Wilshire 2025 ETF Fund	0.250%***	0.250%***
Wilshire 2035 ETF Fund	0.250%***	0.250%***

Fund	Advisory Fee Payable		Reduction in Fee		Net Fee Paid			% of Average Net Assets
Equity Fund	$	3,675,870	$	16,533	$	3,659,337			0.70	%
Balanced Fund		0		0		0			0.00	%
Income Fund		713,309		84,020		629,289			0.49	%
Small Cap Growth Fund		665,332		175,455		489,877			0.85	%
International Equity Fund		557,262		111,372		445,890			0.80	%
Socially Responsible Fund		782,818		13,567		769,251			0.83	%
Wilshire 2015 ETF Fund		17,048		38,388		(21,340	)*		0.00	%
Wilshire 2025 ETF Fund		12,491		40,544		(28,053	)*		0.00	%
Wilshire 2035 ETF Fund		5,597		42,924		(37,327	)*		0.00	%

Fund	Aggregate Sub-Advisory Fee Paid		% of Average Net Assets
Equity Fund	$	1,768,084		0.34	%
Balanced Fund		0		0.00	%
Income Fund		268,056		0.21	%
Small Cap Growth Fund		308,575		0.53	%
International Equity Fund		166,935		0.30	%
Socially Responsible Fund		322,337		0.35	%
Wilshire 2015 ETF Fund		0		0.00	%
Wilshire 2025 ETF Fund		0		0.00	%
Wilshire 2035 ETF Fund		0		0.00	%

Fund	Rate
Equity Fund	0.22%-0.80% on the first $25 million 0.22%-0.50% on the next $75 million 0.22%-0.40% on the next $200 million 0.22%-0.35% on the balance
Income Fund	0.20%
Small Cap Growth Fund	0.07%-0.80% on the first $50 million 0.05%-0.80% on the next $50 million 0.02%-0.80% above $100 million
International Equity Fund	0.15%-0.65% on the first $50 million 0.15%-0.60% on the next $50 million 0.15%-0.50% on the balance
Socially Responsible Fund	0.25%

Type of Accounts	Number of Accounts Managed	Total Assets Managed millions (in millions)	Number of Accounts Managed for which Advisory Fee is Performance-Based	Assets Managed for which Advisory Fee is Performance-Based (in millions)
Harvey Fram
Registered Investment Companies
Other Pooled Investment Vehicles
Other Advisory Accounts
Migene Kim
Registered Investment Companies
Other Pooled Investment Vehicles
Other Advisory Accounts
Mona Patni
Registered Investment Companies
Other Pooled Investment Vehicles
Other Advisory Accounts

Lawrence G. Babin, Paul D. Danes, Carolyn M. Raines, Bradley S. Norton and Martin L. Shagrin
Type of Accounts	Number of Accounts Managed	Total Assets Managed (in millions)	Number of Accounts Managed for which Advisory Fee is Performance-Based	Assets Managed for which Advisory Fee is Performance-Based (in millions)
Registered Investment Companies
Other Pooled Investment Vehicles
Other Advisory Accounts

Type of Account	Total # of Accounts Managed	Total Assets (millions)	# of Accounts Managed with Performance-Based Advisory Fee	Total Assets with Performance-Based Advisory Fee (millions)
S. Kenneth Leech
Registered Investment Companies:	108	$184,240	0	$ -
Other Pooled Investment Vehicles:	229	$107,675	6	$1,110
Other Accounts:	832	$190,202	93	$24,236

Stephen A. Walsh
Registered Investment Companies:	108	$184,240	0	$ -
Other Pooled Investment Vehicles:	229	$107,675	6	$1,110
Other Accounts:	832	$190,202	93	$24,236

Carl L. Eichstaedt
Registered Investment Companies:	9	$3,884	0	$ -
Other Pooled Investment Vehicles:	3	$161	0	$ -
Other Accounts:	64	$15,325	5	$1,455

Edward A. Moody
Registered Investment Companies:	2	$241	0	$ -
Other Pooled Investment Vehicles:	0	$ -	0	$ -
Other Accounts:	51	$9,449	6	$2,091

Mark Lindbloom
Registered Investment Companies:	5	$2,795	0	$ -
Other Pooled Investment Vehicles:	3	$118	0	$ -
Other Accounts:	48	$14,872	4	$2,940

Chris Diegelman
Registered Investment Companies:	0	$ -	0	$ -
Other Pooled Investment Vehicles:	0	$ -	0	$ -
Other Accounts:	8	$1,281	0	$ -

Michael C. Buchanan
Registered Investment Companies:	17	$9,588	0	$ -
Other Pooled Investment Vehicles:	8	$4,052	0	$ -
Other Accounts:	14	$1,909	0	$ -

Keith Gardner
Registered Investment Companies:	5	$1,219	0	$ -
Other Pooled Investment Vehicles:	6	$624	0	$ -
Other Accounts:	2	$129	0	$ -

Melanie Batstone
Registered Investment Companies
Other Pooled Investment Vehicles
Other Advisory Accounts
Randall Yarlas
Registered Investment Companies
Other Pooled Investment Vehicles
Other Advisory Accounts
Anthony Troilo
Registered Investment Companies
Other Pooled Investment Vehicles
Other Advisory Accounts

Fund	Brokers or Dealers	Market Value
Equity Fund	Bank of America
	Bank of New York
	Goldman Sachs
	JPMorgan
	Merrill Lynch
	Morgan Stanley
Balanced Fund	None
Income Fund	Bank of America
	JPMorgan
	Goldman Sachs
	Morgan Stanley
	Lehman Brothers
	Bear Stearns
Small Cap Growth Fund	[None]
International Equity Fund	UBS Securities
	Deutsche Bank
	Credit Suisse
Socially Responsible Fund	Bank of America
	Goldman Sachs
	JPMorgan
	Morgan Stanley
Target Maturity Funds	None

2007
Equity Fund	$1,312,811
Balanced Fund	0*
Income Fund	324,231
Small Cap Growth Fund	144,637
International Equity Fund	139,315
Socially Responsible Fund	230,240
Wilshire 2015 ETF Fund	0*
Wilshire 2025 ETF Fund	0*
Wilshire 2035 ETF Fund	0*

January 1, 2008 - July 13, 2008
Equity Fund	$583,585
Balanced Fund	0*
Income Fund	122,672
Small Cap Growth Fund	65,502
International Equity Fund	70,597
Socially Responsible Fund	97,870
Wilshire 2015 ETF Fund	0*
Wilshire 2025 ETF Fund	0*
Wilshire 2035 ETF Fund	0*

July 14, 2008 – December 31, 2008
Equity Fund	$394,926
Balanced Fund	0*
Income Fund	122,672
Small Cap Growth Fund	45,139
International Equity Fund	45,744
Socially Responsible Fund	64,360
Wilshire 2015 ETF Fund	0*
Wilshire 2025 ETF Fund	0*
Wilshire 2035 ETF Fund	0*

Name of Fund	2007			January 1, 2008- July 13, 2008
Equity Fund	$	384,987		$	208,899
Balanced Fund		9,997			11,650
Income Fund		95,123			95,901
Small Cap Growth Fund		42,437			64,687
International Equity Fund		40,876			82,405
Socially Responsible Fund		67,516			40,922
Wilshire 2015 ETF Fund		20,415	*		33,933
Wilshire 2025 ETF Fund		20,415	*		33,923
Wilshire 2035 ETF Fund		20,415	*		33,905

Name of Fund	July 14, 2008 to December 31, 2008
Equity Fund	$107,131*
Balanced Fund	54,505*
Income Fund	30,897*
Small Cap Growth Fund	9,189*
International Equity Fund	9,357*
Socially Responsible Fund	14,571
Wilshire 2015 ETF Fund	0*
Wilshire 2025 ETF Fund	0
Wilshire 2035 ETF Fund	0

	Expiring December 31,
Fund	____	____
Equity Fund
Balanced Fund
Small Cap Growth Fund
International Equity Fund
Socially Responsible Fund

	Type of Ownership	% of Shares
EQUITY FUND:
Horace Mann Life Insurance Co. Separate Account 1 Horace Mann Plz Springfield IL 62715-0002	Beneficial
VIT Balanced Fund 1 Freedom Valley Dr. Oaks PA 19456	Beneficial & Record
BALANCED FUND:	Beneficial
Horace Mann Life Insurance Co. Separate Account 1 Horace Mann Plz Springfield IL 62715-0002
INCOME FUND:	Beneficial & Record
VIT Balanced Fund 1 Freedom Valley Dr. Oaks PA 19456
Horace Mann Life Insurance Co. Separate Account 1 Horace Mann Plz Springfield IL 62715-0002	Beneficial
2015 ETF Fund 1 Freedom Valley Dr. Oaks PA 19456	Beneficial & Record

SMALL CAP GROWTH FUND:	Beneficial
Horace Mann Life Insurance Co. Separate Account 1 Horace Mann Plz Springfield IL 62715-0002
INTERNATIONAL EQUITY FUND:
Horace Mann Life Insurance Co. Separate Account 1 Horace Mann Plz Springfield IL 62715-0002	Beneficial
SOCIALLY RESPONSIBLE FUND:
Horace Mann Life Insurance Co. Separate Account 1 Horace Mann Plz Springfield IL 62715-0002	Beneficial
WILSHIRE 2015 ETF FUND:
Horace Mann Life Insurance Co. Separate Account 1 Horace Mann Plz Springfield IL 62715-0002	Beneficial & Record
WILSHIRE 2025 ETF FUND:
Horace Mann Life Insurance Co. Separate Account 1 Horace Mann Plz Springfield IL 62715-0002	Beneficial & Record
WILSHIRE 2035 ETF FUND:
Horace Mann Life Insurance Co. Separate Account 1 Horace Mann Plz Springfield IL 62715-0002	Beneficial & Record