Exhibit

FUND ACCOUNTING SERVICING AGREEMENT

THIS AGREEMENT is made and entered into effective as of November 25, 2019 by and between WILSHIRE MUTUAL FUNDS, INC., a Maryland corporation (the “Corporation”) and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. Bank Global Fund Services, a Wisconsin limited liability company (“USBFS”).

WHEREAS, the Corporation is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, and is authorized to issue shares of common stock in separate series, with each such series representing interests in a separate portfolio of securities and other assets;

WHEREAS, USBFS is, among other things, in the business of providing mutual fund accounting services to investment companies; and

WHEREAS, the Corporation desires to retain USBFS to provide accounting services to each series of the Corporation listed on Exhibit A hereto (as amended from time to time) (each a “Fund” and collectively, the “Funds”).

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:


1.	Appointment of USBFS as Fund Accountant

The Corporation hereby appoints USBFS as fund accountant of the Corporation on the terms and conditions set forth in this Agreement, and USBFS hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement. The services and duties of USBFS shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against USBFS hereunder.


2.	Services and Duties of USBFS

USBFS shall provide the following accounting services to each Fund:

A.Portfolio Accounting Services:


(1)	Maintain portfolio records on a trade date+1 basis using security trade information communicated from the Fund’s investment adviser.


(2)	For each valuation date, obtain prices from a third-party pricing source as contemplated by the valuation procedures approved by the board of directors of the Corporation (the “Board of Directors”) and apply those prices to the portfolio positions. For those securities where market

quotations are not readily available, the Board of Directors shall approve, in good faith, procedures for determining the fair value for such securities.


(3)	Identify interest and dividend accrual balances as of each valuation date and calculate gross earnings on investments for each accounting period.


(4)	Determine gain/loss on security sales and identify them as short-term or long-term; account for periodic distributions of gains or losses to shareholders and maintain undistributed gain or loss balances as of each valuation date.


(5)	On a daily basis, reconcile portfolio holdings and cash of the Fund with the Fund’s custodian and/or prime brokerage account(s).


(6)	Transmit a copy of the portfolio valuation to the Fund’s investment adviser daily.


(7)	Review the impact of current day’s activity on a per share basis, and review changes in market value.

B.Expense Accrual and Payment Services:


(1)	For each valuation date, calculate the expense accrual amounts as directed by the Corporation as to methodology, rate or dollar amount.


(2)	Process and record payments for Fund expenses upon receipt of written authorization from the Corporation.


(3)	Account for Fund expenditures and maintain expense accrual balances at the level of accounting detail, as agreed upon by USBFS and the Corporation.


(4)	Provide expense accrual and payment reporting.


(5)	Create and maintain Fund budgets, including with respect to supporting daily accruals and allocations.

C.Fund Valuation and Financial Reporting Services:


(1)	Account for Fund share purchases, sales, exchanges, transfers, dividend reinvestments, and other Fund share activity as reported by the Fund’s transfer agent on a timely basis.


(2)	Determine net investment income (earnings) for the Fund as of each valuation date. Account for periodic distributions of earnings to

shareholders and maintain undistributed net investment income balances as of each valuation date.


(3)	Maintain a general ledger and other accounts, books, and financial records for the Fund.


(4)	Determine the net asset value of the Fund according to the accounting policies and procedures set forth in the Fund's current prospectus.


(5)	Calculate per share net asset value, per share net earnings, and other per share amounts reflective of Fund operations at such time as required by the nature and characteristics of the Fund.


(6)	Communicate to the Corporation, at an agreed upon time, the per share net asset value for each valuation date.


(7)	Prepare periodic reports that document the adequacy of accounting detail to support Fund activity.


(8)	Prepare monthly security transactions listings.

D.Tax Accounting Services:


(1)	Maintain accounting records for the investment portfolio of the Fund to support the tax reporting required for “regulated investment companies” under the Internal Revenue Code of 1986, as amended (the “Code”).


(2)	Maintain tax lot detail for the Fund’s investment portfolio.


(3)	Calculate taxable gain/loss on security sales using the tax lot relief method designated by the Corporation.


(4)	Provide the necessary financial information to calculate the taxable components of income and capital gains distributions to support tax reporting to the shareholders.

E.Compliance Control Services:


(1)	Support reporting to regulatory bodies and support financial statement preparation by making the Fund's accounting records available to the Corporation, the Securities and Exchange Commission (the “SEC”), and the independent accountants.


(2)	Maintain accounting records required by the 1940 Act and regulations provided thereunder.

(3)

Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Corporation in connection with any certification required of the Corporation pursuant to the Sarbanes-Oxley Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’ standard of care as set forth herein; provided that for greater clarity, USBFS shall make appropriate personnel available for regular due diligence review as part of the Corporation’s ongoing evaluation and monitoring of its service providers.

(4)

In order to assist the Corporation in satisfying the requirements of Rule 38a-1 under the 1940 Act (the “Rule”), USBFS will provide the Corporation’s Chief Compliance Officer with reasonable access to USBFS’s fund records relating to the services provided by it under this Agreement, and will provide quarterly compliance reports and related certifications regarding any Material Compliance Matter (as defined in the Rule) involving USBFS that affect or could affect the Corporation.


(5)	Cooperate with the Corporation’s independent accountants and take all reasonable action in the performance of its obligations under this Agreement to ensure that the necessary information is made available to such accountants for the expression of their opinion on the Fund’s financial statements without any qualification as to the scope of their examination.


3.	License of Data; Warranty; Termination of Rights

The valuation information and evaluations being provided to the Corporation by USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Corporation. The Corporation has a limited license to use the Data only for purposes necessary to valuing the Corporation’s assets and reporting to regulatory bodies (the “License”). The Corporation does not have any license nor right to use the Data for purposes beyond the intentions of this Agreement including, but not limited to, resale to other users or use to create any type of historical database. The License is non-transferable and not sub-licensable. The Corporation’s right to use the Data cannot be passed to or shared with any other entity.

The Corporation acknowledges the proprietary rights that USBFS and its suppliers have in the Data.


B.	THE CORPORATION HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO

MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER.

USBFS may stop supplying some or all Data to the Corporation if USBFS’ suppliers terminate any agreement to provide Data to USBFS. Also, USBFS may stop supplying some or all Data to the Corporation if USBFS reasonably believes that the Corporation is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBFS’ suppliers demand that the Data be withheld from the Corporation. USBFS will provide notice to the Corporation of any termination of provision of Data as soon as reasonably possible.


4.	Pricing of Securities

For each valuation date, USBFS shall obtain prices from a third-party pricing source approved by the Board of Directors and apply those prices to the portfolio positions of the Fund in accordance with the valuation procedures adopted by the Board of Directors and communicated in writing to USBFS. For those securities where market quotations are not readily available, the Board of Directors shall approve, in good faith, procedures for determining the fair value for such securities.

If the Corporation desires to provide a price that varies from the price provided by the pricing source, the Corporation shall promptly notify and supply USBFS with the price of any such security on each valuation date. All pricing changes made by the Corporation will be in writing and must specifically identify the securities to be changed by CUSIP, name of security, new price or rate to be applied, and, if applicable, the time period for which the new price(s) is/are effective.

In the event that the Corporation at any time receives Data containing evaluations, rather than market quotations, for certain securities or certain other data related to such securities, the following provisions will apply: (i) evaluated securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security evaluations) available to generate approximations of the market value of such securities, and there is significant professional disagreement about which method is best. No evaluation method, including those used by USBFS and its suppliers, may consistently generate approximations that correspond to actual “traded” prices of the securities; (ii) methodologies used to provide the pricing portion of certain Data may rely on evaluations; however, the Corporation acknowledges that there may be errors or defects in the software, databases, or methodologies generating the evaluations that may cause resultant evaluations to be inappropriate for use in certain applications; and (iii) the Corporation assumes all responsibility for edit checking, external verification of evaluations, and ultimately the

appropriateness of using Data containing evaluations, regardless of any efforts made by USBFS and its suppliers in this respect.

USBFS shall not have any obligation to verify the accuracy or appropriateness of any prices, evaluations, market quotations, or other data or pricing related inputs received from the Corporation, a Fund, any of their affiliates, or any third party source. Notwithstanding anything else in this Agreement to the contrary, USBFS and its affiliates shall not be responsible or liable for any mistakes, errors, or mispricing, or any losses related thereto, resulting from any inaccurate, inappropriate, or fraudulent prices, evaluations, market quotations, or other data or pricing related inputs received from the Corporation, a Fund, any of their affiliates, or any third party source.


5.	Changes in Accounting Procedures

Any resolution passed by the Board of Directors that affects accounting practices and procedures under this Agreement shall be effective upon USBFS following receipt by USBFS of written notice, provided, however, that no resolution of the Board or Directors, nor any change to any policy or procedure of the Corporation, that would have the effect of changing the terms of this Agreement, or the obligations or liability of USBFS under this Agreement, shall be binding upon USBFS without the express written consent of USBFS.


6.	Changes in Equipment, Systems, Etc.

USBFS reserves the right to make changes from time to time, as it deems advisable, relating to its systems, programs, rules, operating schedules and equipment, so long as such changes do not adversely affect the services provided to the Corporation under this Agreement.


7.	Compensation

USBFS shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit B hereto (as amended from time to time). USBFS shall also be reimbursed for such miscellaneous expenses set forth in Exhibit B as are reasonably incurred by USBFS in performing its duties hereunder. The Corporation shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute. The Corporation shall notify USBFS in writing within 30 calendar days following receipt of each invoice if the Corporation is disputing any amounts in good faith. The Corporation shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount to be paid. With the exception of any fee or expense the Corporation is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of 1½% per month after the due date. Notwithstanding

anything to the contrary, amounts owed by the Corporation to USBFS shall only be paid out of the assets and property of the particular Fund involved.


8.	Representations and Warranties


A.	The Corporation hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:


(1)	It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;

(2)

This Agreement has been duly authorized, executed and delivered by the Corporation in accordance with all requisite action and constitutes a valid and legally binding obligation of the Corporation, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and

(3)

It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.


B.	USBFS hereby represents and warrants to the Corporation, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:


(1)	It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;


(2)	This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;


(3)	It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained

all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and

(4)

It will maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 1940 Act) with respect to the USBFS services under this Agreement, will provide a certification to such effect upon reasonable request of the Corporation, and will provide certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Corporation.


9.	Standard of Care; Indemnification; Limitation of Liability

USBFS shall exercise reasonable care in the performance of its duties under this Agreement. Neither USBFS nor its suppliers shall be liable for any error of judgment or mistake of law or for any loss suffered by the Corporation or any third party in connection with its duties under this Agreement, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS’ control, except a loss arising out of or relating to USBFS’ refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Corporation shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that USBFS may sustain or incur or that may be asserted against USBFS by any person arising out of or related to (X) any action taken or omitted to be taken by it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Corporation, as approved by the Board of Directors of the Corporation, or (Y) the Data, or any information, service, report, analysis or publication derived therefrom, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS’ refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of the Corporation, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “USBFS” shall include USBFS’ directors, officers and employees.

The Corporation acknowledges that the Data are intended for use as an aid to institutional investors, registered brokers or professionals of similar sophistication in making informed judgments concerning securities. The Corporation accepts responsibility for, and acknowledges it exercises its own independent judgment in, its selection of the Data, its selection of the use or intended use of such, and any results obtained. Nothing contained herein shall be deemed to be a waiver of any rights existing under applicable law for the protection of investors.

USBFS shall indemnify and hold the Corporation harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Corporation may sustain or incur or that may be asserted against the Corporation by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS’ refusal or failure to comply with the terms of this Agreement, or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of USBFS, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “Corporation” shall include the Corporation’s directors, officers and employees.

In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Corporation shall be entitled to inspect USBFS’ premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Moreover, USBFS shall provide the Corporation, at such times as the Corporation may reasonably require, copies of reports rendered by independent accountants on the internal controls and procedures of USBFS relating to the services provided by USBFS under this Agreement.

Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

In no case shall either party be liable to the other for (i) any special, indirect or consequential damages, loss of profits or goodwill (even if advised of the possibility of such); or (ii) any delay by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God,

insurrection, war, riots, or failure beyond its control of transportation or power supply.

In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation that presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor’s prior written consent.


C.	The indemnity and defense provisions set forth in this Section 9 shall indefinitely survive the termination and/or assignment of this Agreement.


D.	If USBFS is acting in another capacity for the Corporation pursuant to a separate agreement, nothing herein shall be deemed to relieve USBFS of any of its obligations in such other capacity.


10.	Notification of Error

The Corporation will notify USBFS of any discrepancy between USBFS and the Corporation, including, but not limited to, failing to account for a security position in a Fund’s portfolio, upon the later to occur of: (i) three business days after receipt of any reports rendered by USBFS to the Corporation; (ii) three business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three business days after receiving notice from any shareholder regarding any such discrepancy.


11.	Data Necessary to Perform Services

The Corporation or its agent shall furnish to USBFS the data necessary to perform the services described herein at such times and in such form as mutually agreed upon.


12.	Proprietary and Confidential Information


A.	USBFS agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the Corporation, all records and

other information relative to the Corporation and prior, present, or potential shareholders of the Corporation (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Corporation, which approval shall not be unreasonably withheld and may not be withheld where USBFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Corporation. Records and other information which have become known to the public through no wrongful act of USBFS or any of its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Corporation or its agent, shall not be subject to this paragraph.

Further, USBFS will adhere to the privacy policies adopted by the Corporation pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Corporation and its shareholders.


B.	The Corporation, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.


13.	Records

USBFS shall keep records relating to the services to be performed hereunder in the form and manner, and for such period, as it may deem advisable and is agreeable to the Corporation, but not inconsistent with the rules and regulations of appropriate government authorities, in particular, Section 31 of the 1940 Act and the rules thereunder. USBFS agrees that all such records prepared or maintained by USBFS relating to the services to be performed by USBFS hereunder are the property of the Corporation and will be preserved, maintained, and made available in accordance with such applicable sections and rules of the 1940 Act and will be promptly surrendered to the Corporation or its designee on and in accordance with its request.


14.	Compliance with Laws

The Corporation has and retains primary responsibility for all compliance matters relating to each Fund, including but not limited to compliance with the 1940 Act, the Code, the SOX Act, the USA Patriot Act of 2001 and the policies and limitations of the Fund relating to its portfolio investments as set forth in its current prospectus and statement of additional information. USBFS’ services hereunder shall not relieve the Corporation of

its responsibilities for assuring such compliance or the Board of Directors’ oversight responsibility with respect thereto.


15.	Term of Agreement; Amendment

This Agreement shall become effective as of the date last written below and will continue in effect for a period of five (5) years. However, this Agreement may be terminated (in whole or with respect to one or more Funds) by (i) the Corporation, upon giving 60 days prior written notice to USBFS or (ii) USBFS, upon giving 180 days prior written notice to the Corporation, or such shorter notice period as is mutually agreed upon by the parties. Subsequent to the end of the five (5) year period, this Agreement continues until the earliest to occur of (i) the Corporation gives 60 days prior written notice of termination to USBFS or (ii) USBFS, by giving 180 days prior written notice to the Corporation, or such shorter notice period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS and the Corporation, and authorized or approved by the Board of Directors.


16.	Early Termination

In the absence of: (i) any material breach of this Agreement, (ii) the liquidation or dissolution of a Fund, or (iii) the merger of a Fund into another Fund serviced under this Agreement, should the Corporation elect to terminate this Agreement (in whole or with respect to one or more Funds) prior to the end of the five (5) year term, the Corporation agrees to pay the following fees with respect to each Fund subject to the termination:


a.	all monthly fees for a period constituting the lesser of (i) six months from the date of such termination and (ii) the remainder of the then-current term;


b.	all reasonable fees associated with converting services to successor service provider;


c.	all reasonable fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider;


d.	all reasonable miscellaneous costs associated with a. to c. above.


17.	Duties in the Event of Termination

In the event that, in connection with termination, a successor to any of USBFS’ duties or responsibilities hereunder is designated by the Corporation by written notice to USBFS, USBFS will promptly, upon such termination and at the expense of the Corporation,

transfer to such successor all relevant books, records, correspondence and other data established or maintained by USBFS under this Agreement in a form reasonably acceptable to the Corporation (if such form differs from the form in which USBFS has maintained the same, the Corporation shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from USBFS’ personnel in the establishment of books, records and other data by such successor. If no such successor is designated, then such books, records and other data shall be returned to the Corporation.

18. Assignment

This Agreement shall extend to and be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Corporation without the written consent of USBFS, or by USBFS without the written consent of the Corporation accompanied by the authorization or approval of the Corporation’s Board of Directors.

19. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles. To the extent that the applicable laws of the State of Delaware, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the SEC thereunder.

20. No Agency Relationship

Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement.

21. Services Not Exclusive

Nothing in this Agreement shall limit or restrict USBFS from providing services to other parties that are similar or identical to some or all of the services provided hereunder.

22. Invalidity

Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.

23. Notices

Any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service, or three days after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and confirmed received by facsimile transmission to the other party’s address set forth below:

Notice to USBFS shall be sent to:

U.S. Bancorp Fund Services, LLC

615 East Michigan Street

Milwaukee, WI 53202

ATTN: President

and notice to the Corporation shall be sent to:

Wilshire Mutual Funds, Inc.

c/o Wilshire Associates Incorporated

Attn: Secretary

1299 Ocean Avenue, Suite 700

Santa Monica, California 90401

With a copy to:

Renee M. Hardt

Vedder Price P.C.

222 N. LaSalle Street

Chicago, Illinois 60601

Facsimile: (312) 609-5005

E-Mail: rhardt@vedderprice.com

24. Multiple Originals

This Agreement may be executed on two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.

(Signatures on the Following Page)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date first written above.

WILSHIRE MUTUAL FUNDS, INC. U.S. BANCORP FUND SERVICES, LLC

By: /s/Jason Schwarz By: /s/ Jeanine M. Bajczyk

Name: Jason Schwarz Name: Jeanine M. Bajczyk

Title: President Title: Senior Vice President

Date: 11/12/19 Date: 11/15/19

Exhibit A

to the

Fund Accounting Servicing Agreement

Fund Names

Separate Series of WILSHIRE MUTUAL FUNDS, INC.

Name of Series

1. Large Company Growth Portfolio

2. Large Company Value Portfolio

3. Small Company Growth Portfolio

4. Small Company Value Portfolio

5. Wilshire 5000 Index Fund

6. Wilshire International Equity Fund

7. Wilshire Income Opportunities Fund

Exhibit B

to the

Fund Accounting Servicing Agreement

Fund Administration, Fund Accounting & Portfolio Compliance Services Fee Schedule

Annual Fee Based Upon Average Net Assets in the Fund Complex (assumes [ ] funds, [ ] classes, and $[ ] billion)*

[ ] basis points on the first $[ ] billion

[ ] basis points on the next $[ ] billion

[ ] basis points on the balance

Minimum Annual Fee: $[ ] for the fund complex


▪	Base Fee: $[ ] for each additional fund over [ ] funds


§	Additional fee of $[ ] for each additional class over [ ] additional sub-advisors over [ ], and any Controlled Foreign Corporations

USBFS shall waive up to $[ ] of the first year annual fees for the Fund Complex in an amount equal to the actual, documented out-of-pocket costs paid by the Fund Complex to its prior service providers for expenses directly related to the conversion to USBFS prior to the first anniversary of the effective date of the Agreement. The $[ ] maximum waiver shall apply to all fees for all services provided by USBFS to the Fund Complex and shall be allocated to the fees owed to USBFS in the sole discretion of USBFS.

Services Included in Annual Fee Per Fund


§	Advisor Information Source – On-line access to portfolio management and compliance information.


§	Daily Performance Reporting – Daily pre and post-tax fund and/or sub-advisor performance reporting.


§	U.S. Bank Legal Administration (e.g., registration statement update)


§	CoreTax Services – See Additional Services Fee Schedule

All schedules subject to change depending upon use of unique security types requiring special pricing or accounting arrangements.

Data Services

Pricing Services


§	$[ ] – Domestic Equities, Options, ADRs, Foreign Equities, Futures, Forwards, Currency Rates, Mutual Funds, ETFs, Total Return Swaps


§	$[ ] – Domestic Corporates, Domestic Convertibles, Domestic Governments, Domestic Agencies, Mortgage Backed, Municipal Bonds,


§	$[ ] – CMOs, Money Market Instruments, Foreign Corporates, Foreign Convertibles, Foreign Governments, Foreign Agencies, Asset Backed, High Yield


§	$[ ] – Interest Rate Swaps, Foreign Currency Swaps


§	$[ ] – Bank Loans


§	$[ ] – Swaptions, Intraday money market funds pricing, up to 3 times per day


§	$[ ] – Credit Default Swaps


§	$[ ] per Month Manual Security Pricing (>25per day)

NOTE: Prices above are based on using U.S. Bank primary pricing service which may vary by security type and are subject to change. Use of alternative and/or additional sources may result in additional fees. Pricing vendors may designate certain securities as hard to value or as a non-standard security type, such as CLOs and CDOs, which may result in additional fees.

Corporate Action and Factor Services (security paydown)


§	$[ ] per Foreign Equity Security per Month


§	$[ ] per Domestic Equity Security per Month


§	$[ ]per CMOs, Asset Backed, Mortgage Backed Security per Month

Third Party Administrative Data Charges (descriptive data for each security)


§	$[ ] per security per month for fund administrative data

SEC Modernization Requirements


§	Form N-PORT – $[ ] per year, per Fund


§	Form N-CEN – $[ ] per year, per Fund

Miscellaneous Expenses

All other miscellaneous fees and expenses, including but not limited to the following, will be separately billed as incurred:

Third-Party Vendor Fair Value Services, SWIFT processing, customized reporting, third-party data provider costs (including Bloomberg, S&P, Moody’s, Morningstar GICS, MSCI, Lipper, etc.), postage, stationery, programming, special reports, proxies, insurance, EDGAR/XBRL filing, retention of records, federal and state regulatory filing fees, third party auditing and legal expenses, wash sales reporting (GainsKeeper), tax e-filing, PFIC monitoring, and conversion expenses (if necessary). Travel related costs will be waived.

Additional Services

Additional services not included above shall be mutually agreed upon at the time of the service being added. Additional legal administration (e.g., subsequent new fund launch), daily compliance testing, Section 18 compliance testing, Section 15(c) reporting, equity & fixed income attribution reporting, and additional services mutually agreed upon.

In addition to the fees described above, additional fees may be charged to the extent that changes to applicable laws, rules or regulations require additional work or expenses related to services provided.

* Subject to annual CPI increase, starting January 2024 – All Urban Consumers – U.S. City Average. Fees are calculated pro rata and billed monthly.

Fund Administration & Portfolio Compliance

(Additional Services Fee Schedule)

Transfer In-Kind


§	Tax Free Transfer In-Kind Cost Basis Tracking* – $[ ] per sub-account per year

Daily Compliance Services (if required)


§	Base fee – $[ ] per fund per year (WAIVED)


§	Setup – $[ ] per fund group (WAIVED)

Section 18 Compliance Testing


§	$[ ] set up fee per fund complex


§	$[ ] per fund per month

Section 15(c) Reporting


§	$[ ] per fund per standard reporting package*

*Standard reporting packages for annual 15(c) meeting


-	Expense reporting package: 2 peer comparison reports (adviser fee) and (net expense ratio w classes on one report) OR Full 15(c) report

- Performance reporting package: Peer Comparison Report


§	Additional 15c reporting is subject to additional charges


§	Standard data source – Morningstar; additional charges will apply for other data services

Equity & Fixed Income Attribution Reporting


§	Fees are dependent upon portfolio makeup, services required, and benchmark requirements.

Core Tax Services

M-1 book-to-tax adjustments at fiscal and excise year-end, prepare tax footnotes in conjunction with fiscal year-end audit, Prepare Form 1120-RIC federal income tax return and relevant schedules, Prepare Form 8613 and relevant schedules, Prepare Form 1099-MISC Forms, Prepare Annual TDF FBAR (Foreign Bank Account Reporting) filing, Prepare state returns (Limited to two) and Capital Gain Dividend Estimates (Limited to two).

Optional Tax Services


▪	Prepare book-to-tax adjustments & Form 5471 for Controlled Foreign Corporations (CFCs) – $[ ] per year


▪	Additional Capital Gain Dividend Estimates – (First two included in core services) – $[ ] per additional estimate


▪	State tax returns - (First two included in core services) – $[ ] per additional return

Tax Reporting – MLP C-Corporations

Federal Tax Returns


▪	Prepare corporate Book to tax calculation, average cost analysis and cost basis role forwards, and federal income tax returns for investment fund (Federal returns & 1099 Breakout Analysis) – $[ ]


§	Prepare Federal and State extensions (If Applicable) – Included in the return fees


§	Prepare provision estimates – $[ ] Per estimate

State Tax Returns


§	Prepare state income tax returns for funds and blocker entities – $[ ] per state return


−	Sign state income tax returns – $[ ] per state return


−	Assist in filing state income tax returns – Included with preparation of returns


§	State tax notice consultative support and resolution – $[ ] per fund