Wilshire Mutual Funds, Inc.

As filed with the Securities and Exchange Commission on or about February 19, 2008

This information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved any shares of this Fund or determined if this prospectus is accurate or complete. Anyone who tells you otherwise is committing a crime.

This prospectus describes the Wilshire/MAXAM Diversity Fund (the “Fund”) offered by the Wilshire Mutual Funds, Inc. (the “Company,” “we” or “us”).

The Fund seeks growth of capital through investment in stocks of companies that offer the opportunity for capital appreciation and meet the Fund’s investment strategy guidelines.

On the following pages you will find important information about the Fund and its Institutional and Investment classes of shares, including:

Shares of the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank. The shares are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. You could lose money by investing in the Fund.

The Fund invests at least 80% of its assets in growth and value stocks of U.S. large cap companies whose market capitalizations fall within the range of the Standard & Poor’s (“S&P”) 500 Index. MAXAM selects Underlying Managers with portfolio managers that are either minority or women managers or firms owned or controlled by minorities or women. These Underlying Managers are responsible for selecting investments for the Fund.

The Fund’s equity investments may include common stocks, preferred stocks, convertible securities, warrants and securities issued by real estate investment trusts (REITs). The 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 Fund’s share price will fluctuate as a result of the changes in the market values of the securities it owns. All securities are subject to market, economic and business risks that cause prices to fluctuate. Price fluctuations may not be related to the fundamental characteristics of the companies issuing their securities. For example, if large capitalization stocks fall out of favor generally with investors, the value of the Fund may decline.

As a benefit of investing in the Fund, you do not incur any sales loads, redemption fees or exchange fees. This table shows the fees and expenses you may pay when you buy and hold the Fund’s shares, based on estimated total expenses for 2008 since the Fund was launched on , 2008.

Annual Fund Operating Expenses (expenses that are deducted from the Fund’s assets) as a percentage of average daily net assets:

This example helps you to compare the cost of investing in the Wilshire/MAXAM Diversity Fund with the cost of investing in other mutual funds. The example assumes: (i) you invest $10,000 for the periods shown, (ii) you reinvest all dividends and distributions in the Fund, (iii) you redeem all of your shares at the end of the periods shown, (iv) your investment has a 5% annual return, and (v) total annual Fund operating expenses remain the same. This example should not be considered to represent actual expenses or performance. Actual expenses and performance may be higher or lower than those shown.

Wilshire serves as the investment adviser to the Fund. As part of its management and oversight of the Fund, Wilshire has selected MAXAM to serve as sub-adviser.

Wilshire conducts its investment decision-making through an investment committee structure. The investment committee reviews the daily performance of the Fund. Additionally, the investment committee maintains regular communication with MAXAM.

MAXAM selects investment advisers to serve as Underlying Managers and determines the allocation of the Fund’s assets among the selected Underlying Managers. In its discretion, MAXAM may allocate no assets to a given Underlying Manager. Each Underlying Manager manages a portion of the Fund. MAXAM selects Underlying Managers to manage the assets of the Fund, subject to approval of the Company’s Board of Directors, based upon a due diligence process that focuses on, but is not limited to, each Underlying Manager’s philosophy and process, people and organization, resources, and performance.

The investment philosophies of the Underlying Managers of the Fund are described in more detail below. No assurances exist that the Fund will achieve its objective.

Charter Financial Group, Inc. (“Charter”) is a woman-owned firm which serves as an Underlying Manager of the Fund. Charter’s investment style is Growth at a Reasonable Price. Charter employs a process which takes broad macroeconomic data and narrows it down to identify sectors poised for growth

from among nine broadly-defined “sectors” in greater, lesser or equal proportion than their representation in their benchmark, the S&P 500. After identifying the number of securities Charter would like to own in each sector, Charter begins its process of bottom-up fundamental analysis of stocks within those favored sectors. The resulting portfolio is comprised of approximately 30 stocks which possess the most favorable price to earnings growth ratio among their sector peers. The initial universe of stocks to be screened is comprised of those in the S&P 500. Charter narrows the initial universe by using analysis of emergent economic trends to establish which sectors are best positioned for growth from among nine broadly-defined “sectors” in its benchmark, the S&P 500. Charter confines its fundamental analysis to stocks within sectors where it would like to establish positions. Charter’s portfolio managers attempt to create portfolios that are sensitive to macroeconomic stimuli without employing the wholesale movement of funds in and out of equities and cash. The counterbalance to active sector weighting is that each stock position is equally weighted at purchase, comprising 3-4% of beginning market value. The first step in the decision-making process is in the establishment of a consensus on emergent domestic and global macro-economic trends. The next step is in doing the fundamental analysis of individual securities within the sectors in which positions are sought to uncover those that are positioned for growth. The team discusses each decision and must agree on all buy or sell decisions. Since the dialogue continues over time and each new decision is incremental to those that have been made before, there is very little time between the generation of a new idea and the implementation of a final decision. A research assistant supports the team by doing research and participating in dialogue. Once a security is included in the portfolio it is monitored for breaking news during and after market hours. Analysts’ reports and Edgar filings are reviewed. The most important aspect of the approach is the great emphasis upon the relationship between historic earnings growth rate and P/E, as opposed to absolute screens. Charter recognizes that the judgment of a security as attractively valued must be derived by matching securities within the same peer groups; and Charter derives additional return by seeking greater exposure to sectors Charter expects to perform well given its view of the economy. The portfolio characteristics that typically occur are higher earnings growth rate, ROE and beta and lower P/E and P/B than the S&P 500. The catalyst for changes to Charter’s portfolio is not the independent generation of an investment idea, but rather the happening of an event within the current portfolio. Sometimes the needed change is to pare the holdings of a company or companies still favored when the market position of that holding or of that sector becomes too large because of exceptional performance.

Hanseatic Management Services, Inc. (“Hanseatic”) is a woman-owned firm which serves as an Underlying Manager of the Fund. Hanseatic’s large cap equity product uses a quantitative process to construct and manage portfolios using pattern recognition and trend analysis techniques. Hanseatic views markets as dynamically evolving complex adaptive systems (“CAS”). According to Hanseatic, CAS occur whenever individual parts interact and create a whole, and this whole is no longer reducible back to its original component parts. Because of these characteristics, Hanseatic believes markets have much in common with fields where an array of nonlinear mathematical tools have been developed to model CAS. These tools are designed to account for the complex relationships between the parts and the whole, as well as their interactive change going forward. Hanseatic uses these tools to model markets quantitatively, as well as qualitatively, applying the quantitative approach to its money management and equity advisory businesses. Hanseatic’s investment process is the combination of proprietary buy/sell disciplines, bottom-up portfolio construction and risk management methodology. The objective of the investment process is to create positive risk-adjusted alpha in a consistent way. Hanseatic’s buy disciplines entail a proprietary trend measurement which takes into account three operative time dimensions – monthly, weekly and daily. The purpose of the buy disciplines is to identify stock price trends which in aggregate have the potential to persist into an ideal target holding period (6-36 months). Hanseatic’s research has shown that there are time boundaries in the relevant time dimensions which also play an important role. It is the intersection of multi-time dimensional trend measurement and time

boundaries that is the foundation of the company’s buy disciplines. Portfolio construction is a bottom-up process which manages overall portfolio risk by way of position-sizing and diversification. The buy disciplines over- and under-weight market sectors and industries, by adapting to relative market leadership in a dynamic way. The cumulative investment process enables portfolios that are adaptive to changing market environments and achieve positive alpha in a consistent manner. Hanseatic’s sell disciplines are designed to identify points in time when the risk-reward relationship over an intermediate time frame becomes unfavorable. Changes in the risk-reward relationship may follow a period of objectively-measured underperformance relative to the benchmark or coincide with various gauges of excess volatility. The purpose of the sell disciplines is to control individual security risk in a consistent manner while allowing individual stocks with positive intermediate term alpha to remain in the portfolio. Each stock is subject to defined, albeit dynamic, risk management. Through ongoing research, the Hanseatic endeavors to improve its alpha-generation capabilities and its ability to manage the portfolio risk-reward relationship. Hanseatic has evolved with the experience and development of its investment professionals.

Lombardia Capital Partners LLC (“Lombardia”) is a Hispanic-owned firm which serves as an Underlying Manager of the Fund. Lombardia’s large capitalization value equity product attempts to provide high quality performance in a specialized area. Lombardia believes that buying quality companies at attractive prices provides superior long term results with lower volatility than market composites. The targeted universe of stocks is all companies with a market capitalization greater than $5 billion (about 500 stocks). Lombardia screens these stocks for price to earnings, price to book, and dividend yield and produce a value universe of approximately 300 stocks. These stocks are entered into Lombardia’s proprietary valuation model. For every one of these companies, Lombardia does rigorous individual analysis. The portfolio managers begin by reviewing 15 years of history, with special focus on the last 10 years. They review and analyze long term trends in price to sales ratios, sales growth rates, profitability (operating margins, net profit margins, return on equity and return on capital, earnings per share, dividends per share and valuation). The portfolio managers study the consistency, stability and sustainability of these trends, given the competitive position of the company and the industry the company is in. For certain companies, Lombardia uses cash flow per share, book value per share, and sales per share models, all three of which operate the same way as the earnings model. Lombardia has also found that some stocks trade on a discount yield model. Lombardia uses a range of high and low multiples that it feels is most appropriate given its analysis. Lombardia then projects forward from the normalized level at the normalized growth rate to get a likely relevant range 3 years into the future for the appropriate valuation input. Using these inputs, the portfolio managers generate a future expected price range and a mean price, and then calculate the compound annual return from today’s price to the mean price; they add the annual dividend to generate a total expected annual return. From the annual return, Lombardia subtracts a minimum annual required return to produce an annual expected incremental return.

The Edgar Lomax Company (“Edgar Lomax”) is an African American-owned firm which serves as an Underlying Manager of the Fund. Edgar Lomax is a bottom-up manager whose basic philosophy is that superior performance can be achieved with lower than normal risk, by investing in undervalued equities to accomplish this objective. Edgar Lomax uses “value” criteria such as low P/E and high yield to select stocks from the S&P 500 and DJIA Indices for its portfolios. For diversification purposes, no one stock can account for more than 5% of a portfolio at purchase and sector weights are limited to 2.5 times the S&P weight or 17% of the value of the portfolios. The primary selection criterion is that the selected

stocks have low P/Es. In addition, each stock must pay dividends and must generally be issued by a financially sound corporation, e.g., debt must not constitute more than 50% of capitalization. The philosophy and stock-selection processes are designed to select stocks that are “undervalued” primarily because the investment community is focused on their weaknesses. Potential candidates are screened for (i) the P/E, price/book and debt/capitalization ratios desired and (ii) dividend and/or yield characteristics desired. Stocks are then selected in accordance with Edgar Lomax’s internal guidelines. Individual stocks are then given a “weighting” in accordance with its proprietary weighting system. In addition, each stock selected must pay a current dividend and must generally be issued by a financially sound corporation, e.g., debt must not constitute more than 50% of capitalization.

Edgar Lomax’s investment process also focuses on individual stock weighting, portfolio rebalancing and trading. Through each of these, Edgar Lomax is seeking to maintain, if not reduce, absolute risk while making incremental improvements to long-term returns. Although basic investment concepts and raw data are gleaned from third-party sources, all investment recommendations are generated within its own investment committee. The majority of a portfolio’s turnover occurs during its annual rebalancing period. Each portfolio is assigned an annual rebalancing date, during which the portfolio is matched to its perfect model portfolio. All stocks in the portfolio that are not in the model are sold; all stocks in the model not in the portfolio are bought. In between the annual rebalancing periods, Edgar Lomax will consider a stock for a possible sale. Any stock is critically reviewed for possible sale if: (1) the balance sheet has experienced significant deterioration since purchase, (2) company restructuring warrants a sale, or (3) the P/E ratio has developed a premium of more than 20% relative to that of the S&P.

Lynmar Capital Group (“Lynmar”) is an African American woman-owned firm which serves as an Underlying Manager of the Fund. Lynmar is a large cap growth manager. Lynmar’s investment philosophy states that successful equity investing begins with a disciplined and focused approach to analyzing the long-term fundamental prospects of the businesses in which it invests. Thus, Lynmar combines top-down analysis with bottom-up analysis to choose investments with superior longer-term growth prospects, with the goal of outperforming the Russell 1000 Growth Index on a total return basis, over a trailing three-year basis. Lynmar utilizes top-down analysis to develop broad themes and to identify secular growth trends.

The Lynmar research process begins with an intensive review of cyclical economic trends. The economic outlook is based upon an assessment of a number of economic indicators. After the portfolio manager completes the top-down analysis, the next step in the investment process is bottom-up analysis. Bottom-up analysis begins with selecting from a universe from the Factset database. From this universe, Lynmar screens for a number of variables in order to identify companies for inclusion on its stock Buy List. Lynmar screens initially for companies that have a market capitalization of at least $5.0 billion, trade on U.S. stock exchanges, and have a history of greater than 15.0% earnings growth rate. Lynmar stresses quality, liquidity, experience, a history of stable management, and strong domestic and global leadership as requirements in a diversified selection of securities. After identifying sectors, Lynmar then compiles a universe of companies. Lynmar next screens for quality, profitability measures, such as high ROAs, ROEs, stable or expanding profit margins, and positive growth factors, such as increasing levels of free cash flow, Y-O-Y increase in revenues, stable or increasing quarterly earnings per share, and PEG ratios that fall within 1.2 to 2.8. Lynmar also looks for companies with earnings growth rate prospects in excess of the average for the Standard & Poor’s 500 Index, and that trade at higher P/Es and P/Bs relative to the Index. The goal here is to quantify risk versus reward in its decision-making process. Finally, Lynmar avoids purchasing growth at any cost and will not chase stocks exhibiting accelerating upward price momentum without solid fundamental data to support the outsize price movements.

Lynmar will not hold more than 5% in an individual issue, and its constraints on economic sectors is that it may hold from 0% to 28% of a given economic sector. Lynmar avoids moving in and out of investments on a quarter-to-quarter basis. Rather, Lynmar uses a disciplined process to sell or reduce a position when it reaches its target prices, price under-performance, earnings deterioration and/or when the portfolio manager believes there are enhanced opportunities in other sectors or companies. New accounts are structured to match the model portfolio sector weights and holdings.

NCM Capital Management Group, Inc. (“NCM”) is an African American-owned firm which serves as an Underlying Manager of the Fund. NCM employs a quantitative methodology to identify stocks that have the characteristics of low price earnings ratios relative to their growth rate, positive earnings surprise and attractive earnings momentum relative to all stocks in their universe. The stocks identified are subjected to traditional fundamental analysis to select the candidates that are ultimately included in portfolios. NCM’s focus is on companies with demonstrated earnings consistency and high growth companies selling at a reasonable price. The fundamental analysis provides validation of earnings estimates and establishes a target valuation. These factors allow for both the enhancement and protection of the portfolio. The analysts and the individual portfolio managers, who have analytical responsibility for the different market sectors, apply standard fundamental analytical techniques to the stocks that are attractive based on their quantitative screening. These techniques are bottom-up oriented. This process includes verification of consensus earnings estimates, examination of revenue and expense assumptions, analysis of individual company strategy, dividend growth potential, competitive considerations, financial quality, and overall company growth and profitability. 100% of NCM’s research is internally generated by the analysts, supported by outside research generated from reading Wall Street firm’s research and attending industry conferences. Following the equity decision making process described above, the portfolio manager builds a portfolio of 50-70 names. The sector weightings reflect NCM’s current outlook on the various sectors. Typically, stock positions will vary between 1% and 5% depending on market capitalization, liquidity factors, and investing style. The portfolio is typically structured so that it will not have less than a 0.5 times weighting or more than a 2 times weighting of any sector of the target index. This policy ensures that the portfolio will have positive exposure to sectors of the market that are in favor, and a controlled but not excessive exposure to sectors that are out of favor. The portfolio managers participate in a quarterly Economic Summit which influences the team’s macroeconomic perspective. NCM will not buy any securities that are less that $1 billion in market cap.

Paradigm Asset Management, Inc. (“Paradigm”) is an African American-owned firm which serves as an Underlying Manager of the Fund. Paradigm believes that superior long term returns can best be achieved by exploiting the virtues of both active and passive strategies. In other words, enhanced returns can be realized over time while controlling risk and costs. Paradigm translated this belief into a strategy that would allow a single product to offer enhanced returns over time through consistently realizing above average returns quarter-to-quarter; maintaining lower portfolio turnover (25% - 30% annual); and providing a competitive fee structure. Risk management tactics are as follows: broad diversification (150 portfolio holdings); capturing and tracking to the definition of the style; and eliminating judgmental and emotional overlays. The Paradigm process is not a “security dependent” management process. A security is never traded for any reason except its ability to match the market definition. No security is ever selected for its ability to be a “winner.” The specific securities are selected and weighted for their ability to reduce tracking error to the market definition.

The sell decision process is strictly based on a given security’s contribution to enhancing the overall portfolio’s risk/return characteristics. If a security no longer fits the style or adds value by reducing the

tracking error to the style, it is sold or its position reduced. Paradigm’s equity style portfolio management process is derived from a unique blend of active insight and quantitative technologies. Paradigm, on a quarterly basis, or as needed, captures the current market definition of the specific style exposure through researching the style and analyzing a quality consensus of appropriate portfolios. This definition is dynamic and subject to a monthly re-evaluation and adjustment as the market definition of the style changes. This adjustment (or “rebalancing”) is frequent enough to capture the subtle changes in definition, yet infrequent enough so as to minimize portfolio turnover.

Zevenbergen Capital Investments LLC (“ZCI”) is a woman-controlled firm which serves as an Underlying Manager of the Fund. ZCI’s growth equity investment philosophy and stock selection process is predicated on the belief that a company’s revenue and earnings growth drives its stock price and a quality balance sheet protects against downside risk. ZCI employs many resources to create and maintain a fresh idea pool for current and potential equity investments. ZCI takes every opportunity to meet directly with companies’ management and participate in corporate conference calls. Research focuses on assessment of future revenue and earnings growth. Market share, product/service superiority, financial resources, forward-thinking management with focus on shareholder value and strong insider ownership are key fundamentals that ZCI considers in selecting equity investments. Growth drivers are identified for each company, which then become key to the ongoing evaluation process. The analyst team searches for companies with growth rates in excess of the market, selling at discounts to those growth rates. This team approach to analysis also helps in identifying trends across industries. A broad review and comparison of cross-industry ideas creates the foundation for solid stock selection. “Bottoms-up” research and valuation process may uncover related growth investment opportunities in certain areas of the economy at any given time, creating concentrations in specific industry sectors. ZCI continually reviews the portfolio for growth balance, interest-rate sensitivity and concentration risks. Adjustments and/or portfolio decisions will be implemented to maintain strong growth exposures and mitigate risk. ZCI’s proprietary Comparative Valuation Model summarizes the fundamental characteristics (such as relative price/earnings and price/cash flow ratios) to use as a guideline for buy and sell decisions. The most important skill in a growth equity philosophy is the sell decision. ZCI will sell for three reasons: 1) a price target has been met and a security has moved beyond its intermediate valuation as indicated on their model and research report, 2) if fundamentals change, or the identified growth drivers have failed, they will exit the positions, or 3) with the pool of assets in a portfolio being finite, as new names provide better alternatives in growth and valuation as compared to an invested position, ZCI will take advantage of the best option. This ensures a continually competitive portfolio, as compared with new, available growth opportunities.

Equity investments, including common stocks, tend to be more volatile than bonds and money market instruments. The value of the Fund’s shares will go up and down due to movement in the collective returns of the individual securities held by the Fund. 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.

ETFs in which the Fund may invest involve certain inherent risks generally associated with investments in a portfolio of common stocks, including the risk that the general level of stock prices may decline, thereby adversely affecting the value of each unit of the ETF. Moreover, an ETF may not fully replicate the performance of its benchmark index because of the temporary unavailability of certain index

securities in the secondary market or discrepancies between the ETF and the index with respect to the weighting of securities or the number of stocks held. Investing in ETFs, which are investment companies, may involve duplication of advisory fees and certain other expenses.

The Fund is a multi-managed fund with multiple Underlying Managers who employ different strategies. As a result, the Fund may have buy and sell transactions in the same security on the same day.

REITs carry with them many of the risks associated with direct ownership of real estate, including decline in property values, extended vacancies, increases in property taxes, and changes in interest rates. In addition, REITs are dependent upon management skills, may not be diversified, may experience substantial cost in the event of borrower or lessee defaults. REITs are also subject to heavy cash flow dependency.

The Fund may lend its investment securities in an amount of up to 33-1/3% 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 the Fund that occurs during the term of the loan would be borne by the Fund and would affect the Fund’s 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 the Fund’s delegate after a review of relevant facts and circumstances, including the creditworthiness of the borrower. The Company’s Board of Directors will make arrangements to vote or consent with respect to a material event affecting portfolio securities or loan.

Convertible securities 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 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.

During adverse market or economic conditions, or to meet large withdrawals, the Fund may temporarily invest all or a part of its assets in defensive investments. These investments include U.S. government securities and high quality U.S. dollar-denominated money market securities, including certificates of deposit, bankers’ acceptances, commercial paper, short-term debt securities and repurchase agreements. When following a defensive strategy, the Fund may not achieve its objective.

A description of the Company’s policies and procedures relating to disclosure of portfolio holdings is available in the Fund’s Statement of Additional Information and on the Company’s website at www.wilshirefunds.com. The Fund’s complete portfolio holdings data will be made available monthly on the Company’s website at the http://www.wilfunds.com/holdings_reports/index.htm link, generally on the first business day following the 20th calendar day after month end. Such information will remain available on the website until the information is filed with the Securities and Exchange Commission (the “SEC”) on Form N-Q or Form N-CSR (which are typically filed within 70 days of the end of the applicable quarter).

Wilshire is the investment adviser for the Fund. Wilshire is located at 1299 Ocean Avenue, Suite 700, Santa Monica, California 90401. It was formed in 1972 and as of , 200 , managed approximately [$41] billion in assets. Wilshire also provides investment technology products and investment consulting and private 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. The investment committee as of , 200 , is currently comprised of Peter Alliegro, Lawrence E. Davanzo, James Dunn, David Hall, Josh Emanuel, Alex Kaye, Luke O’Neill, Mathew Radgowski, Charles Roth, Helen Webb Thompson and Victor Zhang. Mr. Dunn is the Chairman of the investment committee.

The advisory agreement between the Company and Wilshire (the “Agreement”) permits the Board of Directors and Wilshire to retain sub-advisers to the Fund in certain circumstances without shareholder approval. Under the Agreement, Wilshire charges annual fees of % of average daily net assets for the Fund. Wilshire has entered into a contractual expense limitation agreement with the Fund to waive a portion of its management fee to limit expenses of the Fund (excluding taxes, brokerage expenses, dividend expenses on short securities, and extraordinary expenses) to % and % of average daily net assets for Investment Class shares and Institutional Class shares, respectively. This agreement to limit expenses continues through at least May 1, 2009. 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. A discussion regarding the basis for the Board of Directors’ approval of the Agreement will be included in the Company’s semi-annual report to shareholders dated June 30, 2008.

Wilshire may, out of profits derived from its management fee, pay certain financial institutions (which may include banks, securities dealers and other industry professionals) which make the Fund available on their omnibus platforms a “servicing fee” and other non-cash compensation for performing certain administrative servicing functions for shareholders. These payments and compensation are in addition to fees paid by the Fund. These fees will be paid periodically and will generally be based on a percentage of the value of the institutions’ client Fund shares.

The SEC has issued an order (the “Order”) to Wilshire and the Company, exempting them from the Investment Company Act of 1940 (the “1940 Act”) requirement to submit to shareholders new or materially amended sub-advisory agreements for their approval, and reducing the amount of disclosure required to be provided regarding the fees paid to sub-advisers. The Order provides that Wilshire may identify, retain and compensate sub-advisers that are not “affiliated persons” of Wilshire, as defined in the 1940 Act, to manage all or a portion of the Fund, subject to the Board of Directors’ approval. Wilshire is

responsible for, among other things, setting the Fund’s investment strategy and structure, identifying sub-advisers, ongoing monitoring and evaluation of sub-advisers, implementing procedures to ensure that sub-advisers comply with the Fund’s investment objectives, policies, guidelines and restrictions, terminating sub-advisers and reallocating assets among sub-advisers. Shareholders will be notified of, and provided with information regarding, Wilshire’s retention of new sub-advisers or any material amendments to sub-advisory agreements, within 90 days of either occurrence.

MAXAM is the subadviser for the Fund. MAXAM is located at 16 Thorndal Circle, Darien, Connecticut 06820. MAXAM was formed in April 2005 by Sandra Manzke, a pioneer in pension fund consulting, who has a twenty-five year track record in the creation of successful multi-manager products through the identification of talented investment advisers. MAXAM is a women and employee-owned firm. Sandra Manzke and key employees retain a majority ownership. Prior to starting MAXAM, Ms. Manzke was the founder and former CEO of Tremont Capital Management, Inc. (“Tremont”), where she built a successful investment management firm. When she founded her first investment management firm in 1984, she quickly recognized the adversities facing a woman-owned firm. With this experience, along with other principals of MAXAM, she was one of the early proponents for including women and minority money managers in investment products and has been investing with minority and women managers since 1990. MAXAM continues to focus resources on all aspects of the financial community with the goal of finding superior money managers. MAXAM’s senior professionals have worked together for over a decade and have vast experience in the investment community.

MAXAM’s fees are paid by Wilshire. A discussion regarding the basis for the Board of Directors’ approval of the sub-advisory agreement will be available in the Company’s semi-annual report to shareholders dated June 30, 2008.

The Underlying Managers’ fees are paid by MAXAM. A discussion regarding the basis for the Board of Directors’ approval of each sub-subadvisory agreement will be available in the Company’s semi-annual report to shareholders dated June 30, 2008.

Charter, 4600 East West Highway, Bethesda, Maryland 20814, was incorporated in the District of Columbia in 1995 and began providing investment management services in 1996 as a registered investment adviser. Charter provides investment management services to institutional investors, consisting of unaffiliated entities such as corporate and public employee pension funds, foundations and to private clients, consisting of high net worth individuals, trusts and charitable foundations, partnerships, private and family corporations and other entities, by means of separate accounts. The structure of ownership is 65% woman-owned. As of December 2007, Charter managed approximately $159 million in assets.

Hanseatic, 5600 Wyoming NE, Suite 220, Albuquerque, New Mexico 87109, was founded in 1995 as an internal spinout from Hanseatic Group, Inc. (founded in 1977) to trade securities using quantitative methodologies. It is a women-owned investment firm. As of December 2007, Hanseatic managed approximately $246 million in assets.

Lombardia, 55 Lake Avenue, Suite 750, Pasadena, California 91101, was founded in September 1989 under the name Valenzuela Capital Management. In July 2006 the firm’s name was changed to Lombardia Capital Partners, LLC (“Lombardia”). In September 2005, the current principals acquired the equity interests of Valenzuela Capital upon the retirement of Thomas Valenzuela from the firm. It is an Hispanic-owned firm. As of December 2007, Lombardia managed approximately $1.6 billion in assets.

Edgar Lomax, 6565 Loisdale Court, Springfield, Virginia 22150, was founded in 1986 as a registered investment adviser. An independent corporation, the firm’s sole business is domestic large-cap value equity investment management. Edgar Lomax is a minority-owned firm with approximately 66% ownership by African-Americans. As of December 2007, Edgar Lomax managed $1.5 billion in assets.

Lynmar, 401 Route 73 North Lake Center Executive Park, Marlton, New Jersey 08053-3193, is an independent investment advisory firm that was originally established as Rittenhouse Advisors, in May 1990. In February 2004, the firm had a corporate name change to Lynmar Capital Group, Inc. It is currently 100% owned by an African American woman. As of December 2007, Lynmar managed approximately $1.2 billion in assets.

A subsidiary of Sloan Financial Group, Inc., NCM, 2634 Chapel Hill Boulevard, Suite 206, Durham, North Carolina 27707, was founded in 1986. NCM was originally an affiliate of North Carolina Mutual Life Insurance Company, one of the oldest and largest minority owned financial institutions in the United States. It remains African American-owned. As of December 2007, NCM managed approximately $2.9 billion in assets.

Paradigm, 445 Hamilton Avenue, Floor 12, Suite 1203, White Plains, New York 10601, formerly Beal Asset Management, was incorporated in 1988 and commenced operations in June of 1990. It is African American-owned. As of December 2007, Paradigm managed approximately $1.1 billion in assets.

ZCI, 601 Union Street, Suite 4600, Seattle, Washington 98101, was established and registered under the Investment Advisers Act of 1940 in March 1987 by Nancy Zevenbergen as a domestic growth equity investment adviser. The firm provides innovative, aggressive growth-equity investment advisory services for individually managed accounts. It is a women-owned firm. As of December 2007, ZCI managed approximately $2.4 billion in assets.

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

The historical performance data shown below represents the actual performance of the Chrysler Minority Equity Trust (the “Composite”), a multiple manager separate account utilizing minority investment firms that has a substantially similar investment objective and substantially similar investment strategies and policies as those of the Fund. Since January 2006 MAXAM has served as the investment adviser to the Composite and since _______, ____ the Underlying Managers have served as subadvisers to the Composite.

Sandra Manzke is the founder of MAXAM. In May 1998, her former firm, Tremont of which she was the founder and CEO, became investment adviser to the Composite. In 2005, Ms. Manzke and principals of MAXAM responsible for management of the Composite left Tremont to form MAXAM. All of the subadvisers who have managed the Composite at the recommendation of Ms. Manzke and her investment team continued to manage the assets of the Composite during the transition from Tremont to MAXAM, and there has been no subadviser turnover since 1998 without the recommendation of Ms. Manzke and her team. The performance shown is not that of the Fund and is provided solely to illustrate the performance of MAXAM and does not indicate the past or future performance of the Fund.

Returns include all dividends, interest, realized and unrealized gains and losses. The net performance information is net of all fees and expenses. Fees and expenses of the Fund are higher than those of the Composite and are discussed above in the section “Performance and Fee Information.” Use of the Fund’s estimated expenses in the Composite would have lowered the Composite’s performance results.

The Composite is not a registered investment company under the 1940 Act and, as a result, has not been subject to the restrictions and investment limitations imposed by the 1940 Act and the Internal Revenue Code of 1986 (the “Code”), including for example, diversification and liquidity requirements and restrictions on transactions with affiliates. The performance of the Composite may have been different had it been subject to regulation as an investment company under the 1940 Act and the Code.

The Fund has adopted a Service and Distribution Plan pursuant to Rule 12b-1 of the 1940 Act for its Investment Class shares (the “Plan”). The Plan authorized payments by the Investment Class shares annually of up to 0.25% of the average daily net assets attributable to the Fund’s Investment Class shares to finance distribution of those shares and services to its shareholders. Payments may be made under the Plan to securities dealers and other financial intermediaries who provide services such as answering shareholders’ questions regarding their accounts, providing shareholders with account statements and trade confirmations and forwarding prospectuses and shareholder reports. Distribution expenses covered by the Plan include marketing and advertising expenses and the costs of printing prospectuses for prospective investors. Because these fees are paid out of the Fund’s assets on an on-going basis, over time these fees will increase the cost of your investment and may cost more than other types of sales charges.

The Fund has also adopted a shareholder services plan for its Investment and Institutional Class shares for certain non-distribution shareholder services provided by financial intermediaries. The shareholder services plan authorizes annual payments of up to 0.20% and 0.15% shares of the average daily net assets attributable to the Investment and Institutional Class shares, respectively.

You may buy shares without a sales charge on any day when the New York Stock Exchange (“NYSE”) is open for business (referred to as a business day). We reserve the right to reject or limit any purchase order or suspend the offering of the Fund’s shares if we believe it is in the Fund’s best interest to do so. The Fund does not issue share certificates.

Your initial investment must be accompanied by an Account Application. You may obtain an Account Application by calling 1-888-200-6796. We may waive or change investment minimum requirements at any time. We may set different investment minimums for certain securities dealers, banks, and other financial institutions that provide omnibus processing for the Fund in fee-based mutual fund programs.

You may purchase shares through your financial adviser or brokerage account simply by telling your adviser or broker that you wish to purchase shares of the Fund. Your adviser or broker will then transmit a purchase order and payment to the Fund on your behalf. Your adviser or broker may require a different minimum investment or impose additional limitations on buying and selling shares and may charge a service or transaction fee.

(1) Checks. Checks should be made payable to “Wilshire Mutual Funds, Inc.” For subsequent investments, your Fund account number should appear on the check. Payments should be mailed to:

Include your investment slip or, when opening a new account, your Account Application, indicating the name of the Fund. No investments may be made with third party checks.

(2) Wire Payments. You can purchase shares by wire if your bank account is maintained at a commercial bank that is a member of the Federal Reserve System or any other bank having a correspondent bank in New York City. Send funds by wire to:

If your initial purchase of the Fund’s shares is by wire, please call 1-888-200-6796 before completing your wire payment to obtain your Fund account number. Please include your Fund’s account number on the Account Application and promptly mail the Account Application to us, as no redemptions will be permitted until the Account Application is received. Your bank may charge a wire fee.

(3) Accumulation Plan (Investment Class Shares only). The Accumulation Plan permits you to purchase shares (minimum of $100 per transaction) at regular intervals. This may be a convenient way for you to invest for long-term and intermediate financial goals. Shares are purchased by electronically transferring funds from the bank account you designate. Your bank account will be debited in an amount you specify, and shares will be purchased once a month, on either the first or fifteenth day, or twice a month, on both days, however you designate. You may only designate an account maintained at a domestic financial institution which is an Automated Clearing House member. To establish an

Accumulation Plan account, you must file an authorization form with us. You may obtain the necessary authorization form by calling 1-888-200-6796. You may cancel your participation in the Accumulation Plan or change the amount of purchase at any time by mailing written notification to Wilshire Mutual Funds, Inc., c/o PFPC Inc., P.O. Box 9807, Providence, RI 02940. The notification will be effective three business days after we receive it. We may modify or terminate this privilege at any time or charge a service fee. No such fee currently is charged.

(4) Electronic Funds Transfer. You may make subsequent investments (minimum of $100 per transaction) by electronic transfer of funds from an account maintained in a bank or other domestic financial institution that is an Automated Clearing House member. You must direct the institution to transmit funds through the Automated Clearing House to:

The USA PATRIOT Act of 2001 requires financial institutions, including mutual funds, to adopt certain policies and programs to prevent money-laundering activities, including procedures to verify the identity of customers opening new accounts. When completing the Account Application, you will be required to supply the Company with information, such as your taxpayer identification number, that will assist the Company in verifying your identity. Until such verification is made, the Company may temporarily limit additional share purchases. In addition, the Company may limit additional share purchases or close an account if it is unable to verify a customer’s identity. As required by law, the Company may employ various procedures, such as comparing the information to fraud databases or requesting additional information or documentation from you, to ensure that the information supplied by you is correct. Your information will be handled by us as discussed in our privacy statement located on the back cover of this prospectus.

You may sell your shares back to the Fund (known as redeeming shares) on any business day without a redemption fee. Please note that the Company seeks to prohibit short-term trading, as described under “Right to Reject Purchase or Exchange Orders” below, and if you redeem newly purchased shares, the Company reserves the right to reject any further purchase orders from you. The 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.

(1) By Telephone. You may redeem your shares by telephone if you have checked the appropriate box on your Account Application or you have filed a Shareholder Services Form with us authorizing telephone redemption. Call 1-888-200-6796 with your account number, the amount of redemption and instructions as to how you wish to receive your funds.

(2) By Mail. You may also redeem your shares by mailing a request to Wilshire Mutual Funds, Inc., P.O. Box 9807, Providence, RI 02940. If you are mailing via overnight courier, send your request to Wilshire Mutual Funds, Inc., c/o PFPC Inc., 101 Sabin Street, Pawtucket, RI 02860-1427. We normally will mail a check to you at your address of record within seven days after we receive your request. Your letter should state the name of the Fund and the share class, the dollar amount or number of shares you are redeeming, and your account number. You must sign the letter in exactly the same way the account is registered and if there is more than one owner of shares, all owners must sign. 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.

Signature Guarantees. If a signature guarantee is required you must have a medallion signature guarantee from an eligible guarantor. A notarized signature is not sufficient. You can obtain a medallion signature guarantee from a domestic bank or trust company, broker dealer, clearing agency, savings association, or other financial institution which participates in a medallion program recognized by the Securities Transfer Association. The three recognized medallion programs are Securities Transfer Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) and New York Stock Exchange Inc. Medallion Signature Program (NYSE MSP). Signature guarantees from financial institutions which are not participating in one of these programs will not be accepted.

Involuntary Redemption. We may redeem all shares in your account if their value falls below $500 in the case of Investment Class shares, or $150,000 in the case of Institutional Class shares, as a result of redemptions (but not as a result of a decline in their net asset value). We will notify you in writing and give you 45 days to increase the value of your account to at least $500 in the case of Investment Class shares, and $150,000 in the case of Institutional Class shares.

Redemption Proceeds. You cannot redeem shares until we have received your Account Application. If you purchased your shares by check, you may not redeem shares until the check clears, which may take up to 15 business days following purchase. Although we will delay the processing of the redemption until the check clears, your shares will be valued at the next determined net asset value after we receive your redemption order.

We may pay your redemption proceeds wholly or partly in securities. This would happen only in the rare instance that Wilshire and the Fund’s Sub-Advisers believe it would be in the Fund’s best interest not to pay redemption proceeds in cash. A distribution of securities in redemption of your shares is a taxable transaction for federal income tax purposes. When you sell these securities you will pay brokerage commissions.

If you choose to receive distributions in cash and distribution checks are returned as undeliverable, or remain uncashed for six months, we will change your account so that all future distributions are reinvested in your account. Checks that remain uncashed for six months will be canceled and the money reinvested in the Fund. No interest is paid during the time a redemption check is outstanding.

Telephone Transactions. If you authorize telephone transactions, you may be responsible for any fraudulent telephone transaction in your account if the Company and its service providers follow reasonable procedures to protect against unauthorized transactions. All telephone calls are recorded for

your protection and you will be asked for information to verify your identification. You may have difficulty reaching us by telephone to request a redemption of your shares. In that case you may mail your redemption request to the address stated above.

When you purchase shares of either class of the Fund, the price you pay per share is the net asset value of the shares next determined after we receive your purchase request in good order. Similarly, the price you receive when you redeem your shares is the net asset value of the shares next determined after we receive your redemption request in good order. We calculate the net asset value per share of each class of the Fund at the close of regular trading on the NYSE (generally, 4:00 p.m. Eastern time) on each business day. Fund shares are not priced on the days on which the NYSE is closed for trading. Net asset value per share of a class of shares of the Fund is calculated by adding the value of the individual securities and other assets held by the Fund, subtracting the liabilities of the Fund attributable to that class, and dividing by the total number of the shares outstanding of that class of the Fund.

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 the 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 that have a remaining maturity of 60 days or less are valued at cost, plus or minus any amortized discount or premium. When market quotations are not readily available, securities are valued according to procedures established by the Board of Directors or are valued at fair value as determined in good faith by the Pricing Committee, whose members include at least one representative of the Adviser who is an officer of the Company and at least one fund management professional of the Sub-Adviser responsible for managing the portion of the Fund whose securities require a fair valuation determination, or the Company’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 the Fund is carrying the security.

You may exchange your shares in the Fund for shares of the same class of another fund of the Company. You also may exchange shares of one class for shares of another class of the Fund, provided you meet the eligibility requirements (including minimum investment amounts) for purchase. Note that exchanges from the Fund to another fund are taxable transactions for federal income tax purposes while exchanges from one class to another class of the Fund are not taxable transactions. The Company currently offers in another prospectus shares of five other funds.

You may exchange shares through your financial adviser or broker or directly through the Company as follows:

(1) By Mail. You may make an exchange by writing to Wilshire Mutual Funds, Inc., P.O. Box 9807, Providence, RI 02940. Your letter should state the name of the Fund and share class you are exchanging, the number of shares you are exchanging and the name of the Fund and share class you are acquiring, as well as your name, account number and taxpayer identification or social security number.

(2) By Telephone. Call us at 1-888-200-6796 and provide the information stated above under “By Mail.” To exchange shares by telephone, you must have authorized telephone exchanges on your Account Application or have filed a Shareholder Services Form with us authorizing telephone exchanges.

You should make purchases and exchanges for investment purposes only. Short-term or other excessive trading into and out of the Fund may harm performance by disrupting portfolio management strategies and by increasing expenses. Accordingly, the Company’s Board of Directors has adopted a policy pursuant to which the Company attempts to prohibit market timing. The Company does not accommodate market timing and reserves the right to restrict, reject or cancel, without any prior notice, any purchase or exchange order, including transactions representing excessive trading. In general, the Company considers redemptions of shares within five days of purchase to be excessive, and it may limit exchange activity to four exchanges within one calendar year period. Exceptions to this limitation may be made for certain redemptions that do not indicate market timing strategies, such as fund rebalancing programs of institutional investors and systematic withdrawal programs, subject to approval by the Company’s Chief Compliance Officer. To the extent practicable, such restrictions are applicable to omnibus accounts, as well as accounts held by shareholders directly with the Company. Wilshire contractually requires that financial intermediaries which hold omnibus accounts in the Fund provide best efforts in assisting Wilshire in determining whether any market timing activity is occurring, and allowing Wilshire to reject trades from any individuals engaging in what it deems to be excessive trading. If the Company rejects or cancels an exchange request, neither the redemption nor the purchase side of the exchange will be processed.

Shareholders seeking to engage in excessive trading practices may use a variety of strategies to avoid detection and, despite the efforts of the Company to prevent excessive trading, there is no guarantee that the Company or its agents will be able to identify such shareholders or curtail their trading practices. The ability of the Company and its agents to detect and curtail excessive trading practices may also be limited by operational systems and technological limitations. In addition, the Fund receives purchase, exchange and redemption orders through financial intermediaries and cannot always know or reasonably detect excessive trading which may be facilitated by these intermediaries or by the use of omnibus account arrangements.

The Company offers a variety of pension and profit-sharing plans, including Keogh Plans, IRAs, SEP-IRAs and 403(b)(7) Plans. Plan support services also are available. To obtain details please call 1-888-200-6796.

The Fund intends to pay any dividends and capital gain distributions at least once a year. You may have dividends or capital gains distributions of the Fund automatically reinvested at net asset value in additional shares of the Fund, or you may elect to receive them in cash. The election will be made at the time you complete your Account Application. You may change this election by notifying us in writing at any time before the record date for a particular dividend or distribution. There are no sales or other charges for the reinvestment of dividends and capital gains distributions. There is no fixed dividend rate, and there can be no assurance that the Fund will pay any dividends or realize any capital gains. Dividends and distributions may differ for different classes of the Fund.

The value of your shares will be reduced by the amount of any dividends and distributions. If you purchase shares shortly before the record date for a dividend or distribution of capital gains, you will pay the full price for the shares and receive some portion of the price back as a taxable dividend or distribution.

The Fund’s distributions will consist of net investment income and capital gains, which are generally taxable to you at different rates depending on the length of time the Fund holds its assets. Dividends out of net investment income other than “qualified dividend income,” and distributions of realized net short-term capital gains are taxable to you as ordinary income. Distributions of “qualified dividend income” (i.e., generally dividends received by the Fund from domestic corporations and certain foreign corporations) will generally be taxed to individuals and other noncorporate investors in the Fund at rates applicable to long-term capital gains, provided certain holding period requirements are met. Distributions of net long-term capital gains are taxable to you at long-term capital gain rates, regardless of how long you have held your shares of the Fund. The Fund’s distributions will be subject to federal income tax whether you receive them in cash or reinvest them in additional shares of the Fund. An exchange of the Fund’s shares for shares of another fund will be treated for federal income tax purposes as a sale of the Fund’s shares, and any gain you realize on the exchange may be taxable. Foreign shareholders are subject to special withholding requirements.

This summary of federal income tax consequences is intended for general information only. You should consult a tax adviser concerning the federal, state, local and foreign tax consequences of your investment in the Fund in light of your particular circumstances.

At Wilshire Mutual Funds, Inc., we appreciate the privacy concerns of our customers. We have established the following policies to maintain the privacy of information you share with us.

We collect and retain nonpublic personal information about you that may include:

We do not sell any of your nonpublic personal information to third parties. We may share the information we collect with affiliates or with non-affiliated third parties only when those parties are acting on our behalf in servicing your account, or as required by law. These third parties may include:

When information is shares with third parties, they are legally obligated to maintain the confidentiality of the information and to limit their use of it to servicing your account, except as permitted or required by law.

Within our organization, we restrict access to your nonpublic personal information to authorized employees who need to access such information in order to provide services or products to you. We maintain physical, electronic and procedural safeguards to protect your nonpublic personal information.

As previously mentioned, we may collect information through the use of Internet “cookies” on our website. In addition, in order to provide you with access to your account via the web, it is necessary for us to collect certain nonpublic personal information such as your name, social security number and account information. Special measures such as data encryption and authentication apply to all nonpublic personal information and communications on our website.

Our privacy policies apply only to those individual investors who have a direct customer relationship with us. If you are an individual shareholder of record of the Fund, we consider you to be our customer. Shareholders purchasing or owning shares of the Fund through their bank, broker, or other financial institution should also consult that financial institution’s privacy policies.

Wilshire Mutual Funds, Inc. values your business. We understand the importance of maintaining the integrity of your personal information and are committed to keeping your trust. Please contact us at 1-888-200-6796 if you have any questions concerning our policy, or visit us at www.wilfunds.com for additional copies of this policy.

You will receive semi-annual reports dated June 30 and annual reports dated December 31 each year. These reports contain additional information about the Fund’s investments. The annual report contains a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during the last fiscal year.

The SAI provides more detailed information about the Fund and is legally considered to be part of this prospectus.

You can get free copies of annual and semi-annual reports and SAIs on the Company’s website at www.wilfunds.com. You may also request the annual and semi-annual reports, SAIs and other information about the Fund, and discuss your questions about the Fund, by contacting us at:

You can also review and copy information about the Fund, including the annual and semi-annual reports and SAIs, at the Public Reference Room of the Securities and Exchange Commission. For information about the Public Reference Room call 1-202-551-5850. You can also obtain copies:

The information in this statement of additional information is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This statement of additional information is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer is not permitted.

This Statement of Additional Information (“SAI”) provides supplementary information for the investment portfolio of Wilshire Mutual Funds, Inc. (the “Company”): Wilshire/MAXAM Diversity Fund (the “Fund”).

This SAI is not a prospectus. This SAI should be read in conjunction with the prospectus for the Investment Class Shares and Institutional Class Shares of the Fund dated _________, 2008 and is incorporated by reference in its entirety into the prospectus. You can obtain free copies of the prospectus by contacting us at: Wilshire Mutual Funds, Inc., c/o PFPC Inc., P.O. Box 9807, Providence, RI 02940, or calling 1-888-200-6796.

The Company is a diversified, open-end investment management company that currently offers shares of a number of series and classes, including the Investment Class Shares and Institutional Class Shares for the Fund. The Company also offers other series of shares in separate prospectuses and statements of additional information. Wilshire Associates Incorporated (“Wilshire”) is the investment adviser for the Fund, MAXAM Capital Management LLC (“MAXAM”) serves as Sub-Adviser for the Fund and Charter Financial Group, Inc. (“Charter”), Hanseatic Management Services, Inc. (“Hanseatic”), Lombardia Capital Partners, LLC (“Lombardia”), The Edgar Lomax Company (“Edgar Lomax”), Lynmar Capital Group, Inc. (“Lynmar”), NCM Capital Management Group, Inc. (“NCM”), Paradigm Asset Management, Inc. (“Paradigm”) and Zevenbergen Capital Investments LLC (“ZCI”), (the “Underlying Managers”) serve as the Underlying Managers for the Fund. Terms not defined in this SAI have the meanings assigned to them in the prospectus.

Commercial Paper and Other Short-term Corporate Obligations. The Fund may invest in commercial paper and other short-term corporate obligations. Commercial paper is a short-term, unsecured promissory note issued to finance short-term credit needs. The commercial paper purchased by the Fund will consist only of direct obligations which, at the time of their purchase, are: (a) rated at least Prime-1 by Moody’s Investors Service, Inc, A-1 by Standard & Poor’s Ratings Group or F-1 by Fitch Ratings; (b) issued by companies having an outstanding unsecured debt issue rated at least Aa3 by Moody’s Investors Service, Inc. or AA- by Standard & Poor’s Ratings Group or Fitch Ratings; or (c) if unrated, determined by Wilshire, MAXAM or the Underlying Managers to be of comparable quality.

These instruments include variable amount master demand notes, which are obligations that permit the Fund to invest at varying rates of interest pursuant to direct arrangements between the Fund, as lender, and the borrower. These notes permit daily changes in the amounts borrowed. Because they are direct lending arrangements between the lender and borrower, such instruments generally will not be traded, and there generally is no established secondary market for these obligations, although they are redeemable at face value, plus accrued interest, at any time. If these obligations are not secured by letters of credit or other credit support arrangements, the Fund’s right to redeem its investment depends on the ability of the borrower to pay principal and interest on demand. In connection with floating and variable rate demand obligations, Wilshire, MAXAM and the Underlying Managers will consider, on an ongoing basis, earning power, cash flow and other liquidity ratios of the borrower, and the borrower’s ability to pay principal and interest on demand. Such obligations frequently are not rated by credit rating agencies, and the Fund may invest in them only if at the time of an investment the borrower meets the criteria set forth above for other commercial paper issuers.

Convertible Securities. The Fund may invest in convertible securities. Convertible securities may include corporate notes or preferred stock but are ordinarily long-term debt obligations of the issuers convertible at stated exchange rates into common stock of the issuers. As with all debt securities, the market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. However, when the market price of the common stock underlying a convertible security exceeds the conversion price, the price of the convertible security tends to reflect the value of the underlying common stock. As the market price of the underlying common stock declines, the convertible security tends to trade increasingly on a yield basis, and thus may not depreciate to the same extent as the underlying common stock. Convertible securities rank senior to

common stocks in an issuer’s capital structure and are consequently of higher quality and entail less risk than the issuer’s common stock, although the extent to which such risk is reduced depends in large measure upon the degree to which the convertible security sells above its value as a fixed income security.

Derivatives. The Fund may invest, to a limited extent, in “derivatives.” These are financial instruments which derive their performance at least in part, from the performance of an underlying asset, index or interest rate. The derivatives the Fund may use are currently comprised of stock index futures and options. The Fund may invest in derivatives for a variety of reasons, including to hedge against certain market risks, to provide a substitute for purchasing or selling particular securities or to increase potential income gain. Derivatives may provide a cheaper, quicker or more specifically focused way for the Fund to invest than “traditional” securities.

Normally, less than 5% of the Fund’s net assets would be invested in derivatives.

Derivatives permit the Fund to increase, decrease or change the level of risk to which its securities are exposed in much the same way as the Fund can increase, decrease or change the risk of its investments by making investments in specific securities. However, derivatives can be volatile and involve various types and degrees of risk, depending upon the characteristics of the particular derivative and the Fund as a whole. Under certain market conditions, they can increase the volatility of the Fund’s net asset value, decrease the liquidity of the Fund’s investments and make more difficult the accurate pricing of the Fund’s shares.

In addition, derivatives may entail investment exposures that are greater than their cost would suggest, meaning that a small investment in derivatives could have a large potential impact on the Fund’s performance. If the Fund invests in derivatives at inappropriate times or judges market conditions incorrectly, such investments may lower the Fund’s return or result in a loss. The Fund also could experience losses if its derivatives were poorly correlated with its other investments, or if the Fund were unable to liquidate its position because of an illiquid secondary market. The market for many derivatives is, or suddenly can become, illiquid. Changes in liquidity may result in significant, rapid and unpredictable changes in the prices for derivatives.

When required by the SEC, the Fund will set aside permissible liquid assets in a segregated account to cover its obligations relating to its purchase of derivatives. To maintain this required cover, the Fund may have to sell fund securities at disadvantageous prices or times. Derivatives may be purchased on established exchanges (“exchange-traded” derivatives) or through privately negotiated transactions (“over-the-counter” derivatives). Exchange-traded derivatives generally are guaranteed by the clearing agency which is the issuer or counterparty to such derivatives. This guarantee usually is supported by a daily payment system operated by the clearing agency in order to reduce overall credit risk. As a result, unless the clearing agency defaults, there is relatively little counterparty credit risk associated with derivatives purchased on an exchange. By contrast, no clearing agency guarantees over-the-counter derivatives. Therefore, each party to an over-the-counter derivative transaction bears the risk that the counterparty will default. Accordingly, an Underlying Manager will consider the creditworthiness of counterparties to over-the-counter derivative transactions in the same manner as it would review the credit quality of a security to be purchased by the Fund. Over-the-counter derivatives are less liquid than exchange-traded derivatives since the other party to the transaction may be the only investor with sufficient understanding of the derivative to be interested in bidding for it.

Exchange-Traded Funds (“ETFs”). The Fund may invest in shares of ETFs. ETFs are derivative securities whose value tracks a well-known securities index or basket of securities. The Fund’s investments in ETFs are subject to its limitations on investments in other investment companies. The shares of an ETF may be assembled in a block (typically 50,000 shares) known as a creation unit and redeemed in kind for a portfolio of the underlying securities (based on the ETF’s net asset value) together

with a cash payment generally equal to accumulated dividends as of the date of redemption. Conversely, a creation unit may be purchased from the ETF by depositing a specified portfolio of the ETF’s underlying securities, as well as a cash payment generally equal to accumulated dividends of the securities (net of expenses) up to the time of deposit. The Fund’s ability to redeem creation units may be limited by the Investment Company Act of 1940, as amended (the “1940 Act”), which provides that an ETF will not be obligated to redeem shares held by the Fund in an amount exceeding 1% of its total outstanding securities during any period of less than 30 days. In addition to the advisory and operational fees the Fund bears directly in connection with its own operation, the Fund would also bear its pro rata portion of each ETF’s advisory and operational expenses.

Foreign Securities. The Fund may include securities of foreign issuers that trade on U.S. exchanges. These investments may include American Depository Receipts (“ADRs”). ADRs may be sponsored by the foreign issuer or may be unsponsored. Unsponsored ADRs are organized independently and without the cooperation of the foreign issuer of the underlying securities. As a result, available information regarding the issuer may not be as current as for sponsored ADRs, and the prices of unsponsored ADRs may be more volatile than if they were sponsored by the issuers of the underlying securities. For purposes of the Fund’s investment policies, investments in ADRs will be deemed to be investments in the equity securities representing the securities of foreign issuers into which they may be converted. Investments in foreign securities have additional risks, including future political and economic developments, possible imposition of withholding taxes on income payable on the securities, the possible establishment of currency exchange controls, adoption of other foreign governmental restrictions and possible seizure or nationalization of foreign assets.

Futures Transactions. The Fund may enter into futures contracts on particular securities or stock indices in U.S. domestic markets, such as the Chicago Board of Trade and the International Monetary Market of the Chicago Mercantile Exchange. A futures contract is an agreement in which one party agrees to deliver to the other an amount of cash equal to a specific dollar amount times the difference between the value of a specific stock or stock index at the close of the last trading day of the contract and the price at which the agreement is made. No physical delivery of securities is made.

Engaging in these transactions involves risk of loss to the Fund which could affect the value of the Fund’s net assets adversely. Although the Fund intends to purchase or sell futures contracts only if there is an active market for such contracts, no assurance exists that a liquid market will exist for any particular contract at any particular time. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified periods during the trading day. Futures contract prices could move to the limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially subjecting the Fund to substantial losses.

Successful use of futures by the Fund also is subject to the ability of the Underlying Managers to predict correctly movements in the direction of the relevant market and, to the extent the transaction is entered into for hedging purposes, to ascertain the appropriate correlation between the position being hedged and the price movements of the futures contract. For example, if the Fund uses futures to hedge against the possibility of a decline in the market value of securities held in its fund and the prices of such securities instead increase, the Fund will lose part or all of the benefit of the increased value of securities which it has hedged because it will have offsetting losses in its futures positions. Furthermore, if in such circumstances the Fund has insufficient cash, it may have to sell securities to meet daily variation margin requirements. The Fund may have to sell such securities at a time when it may be disadvantageous to do so.

Pursuant to regulations and published positions of the SEC, the Fund may be required to segregate cash or liquid assets in connection with its futures transactions in an amount generally equal to the value of the contract. The segregation of such assets will have the effect of limiting the Fund’s ability otherwise to invest those assets.

Pursuant to Rule 4.5 under the Commodity Exchange Act, the Company has filed a notice of eligibility for exclusion from the definition of the term “commodity pool operator” and is not subject to registration or regulation as a commodity pool operator under the Commodity Exchange Act.

Lending Portfolio Securities. The Fund may seek additional income by lending its securities on a short-term basis to banks, brokers and dealers. The Fund may return a portion of the interest earned to the borrower or a third party which is unaffiliated with the Company and acting as a “placing broker.”

The Securities and Exchange Commission (the “SEC”) currently requires that the following lending conditions must be met: (1) the Fund must receive at least 100% collateral from the borrower (cash, U.S. Government securities, or irrevocable bank letters of credit); (2) the borrower must increase the collateral whenever the market value of the loaned securities rises above the level of such collateral; (3) the Fund must be able to terminate the loan at any time; (4) the Fund must receive reasonable interest on the loan, as well as any dividends, interest or other distributions payable on the loaned securities, and any increase in market value; (5) the Fund may pay only reasonable custodian fees in connection with the loan; and (6) while voting rights on the loaned securities may pass to the borrower, the Company’s Board of Directors must be able to terminate the loan and regain the right to vote the securities if a material event adversely affecting the investment occurs.

Even though loans of portfolio securities are collateralized, a risk of loss exists if an institution that borrows securities from the Fund breaches its agreement with the Fund and the Fund is delayed or prevented from recovering the collateral.

Money Market Instruments. The Fund may invest in money market instruments, including certificates of deposit, time deposits, bankers’ acceptances and other short-term obligations issued by domestic banks, foreign subsidiaries or branches of domestic banks, domestic and foreign branches of foreign banks, domestic savings and loan associations and other banking institutions.

A certificate of deposit is a negotiable certificate requiring a bank to repay funds deposited with it for a specified period of time.

A time deposit is a non-negotiable deposit maintained in a banking institution for a specified period of time at a stated interest rate. The Fund will only invest in time deposits of domestic banks that have total assets in excess of one billion dollars. Time deposits held by the Fund will not benefit from insurance administered by the Federal Deposit Insurance Corporation.

A bankers’ acceptance is a credit instrument requiring a bank to pay a draft drawn on it by a customer. These instruments reflect the obligation both of the bank and of the drawer to pay the face amount of the instrument upon maturity. Other short-term bank obligations in which the Fund may invest may include uninsured, direct obligations bearing fixed, floating or variable interest rates.

With respect to such securities issued by foreign branches and subsidiaries of domestic banks, and domestic and foreign branches of foreign banks, the Fund may be subject to additional investment risks that are different in some respects from those incurred by the Fund which invests only in debt obligations of U.S. domestic issuers. Such risks include possible future political and economic developments, possible seizure or nationalization of foreign deposits, the possible imposition of foreign withholding taxes on interest income, the possible establishment of exchange controls or the adoption of other foreign governmental restrictions which may adversely affect the payment of principal and interest on these securities.

Options. The Fund may write covered call options, buy put options, buy call options and write secured put options on particular securities or securities indices such as the Dow Jones Wilshire 5000 Index ^sm or the S&P 500 Index. Options trading is a highly specialized activity which entails greater than ordinary investment risks. A call option for a particular security gives the purchaser of the option the right to buy, and a writer the obligation to sell, the underlying security at the stated exercise price at any time prior to the expiration of the option, regardless of the market price of the security. The premium paid to the writer is in consideration for undertaking the obligations under the option contract. A put option for a particular security gives the purchaser the right to sell the underlying security at the stated exercise price at any time prior to the expiration date of the option, regardless of the market price of the security.

Options on stock indices are similar to options on specific securities, except that, rather than the right to take or make delivery of the specific security at a specific price, an option on a stock index gives the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of that stock index is greater than, in the case of a call option, or less than, in the case of a put option, the exercise price of the option. This amount of cash is equal to the difference between the closing price of the index and the exercise price of the option expressed in dollars times a specified multiple. The writer of the option is obligated, in return for the premium received, to deliver this amount. Unlike options on specific securities, all settlements of options on stock indices are in cash, and gain or loss depends on general movements in the stocks included in the index rather than price movements in particular stock.

Other Derivatives. The Fund may take advantage of opportunities in the area of futures contracts and any other derivatives which presently are not contemplated for use by the Fund or which currently are not available but which may be developed, to the extent such opportunities are both consistent with the Fund’s investment objective and legally permissible for the Fund. Before entering into such transactions or making any such investment, the Company will provide appropriate disclosure in its prospectus or SAI.

Preferred Stock. The Fund may invest in preferred stock. Preferred stock, unlike common stock, offers a stated dividend rate payable from a corporation’s earnings. Such preferred stock dividends may be cumulative or non-cumulative, participating or auction rate. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of preferred stocks to decline. Preferred stock may have mandatory sinking fund provisions, as well as call/redemption provisions prior to maturity, a negative feature when interest rates decline. Dividends on some preferred stock may be “cumulative,” requiring all or a portion of prior unpaid dividends to be paid before dividends are paid on the issuer’s common stock. Preferred stock also generally has a preference over common stock on the distribution of a corporation’s assets in the event of liquidation of the corporation, and may be “participating,” which means that it may be entitled to a dividend exceeding the stated dividend in certain cases. The rights of preferred stocks on the distribution of a corporation’s assets in the event of a liquidation are generally subordinate to the rights associated with a corporation’s debt securities.

Real Estate Investment Trusts (“REITs”). The Fund may invest in REITs. Equity REITs invest primarily in real property while mortgage REITs make construction, development and long term mortgage loans. The value of REITs may be affected by changes in the value of the underlying property of the trust, the creditworthiness of the issuer, property taxes, interest rates, and tax and regulatory requirements, such as those relating to the environment. REITs are dependent upon management skill, are not diversified and are subject to heavy cash flow dependency, default by borrowers, self liquidation and the possibility of failing to qualify for REIT status under the Internal Revenue Code of 1986, as amended (the “Code”), which may result in federal income tax on the REIT, and failing to maintain

exempt status under the 1940 Act. In addition to the advisory and operational fees the Fund bears directly in connection with its own operations, the Fund would also bear its pro rata portion of a REIT’s managerial fees.

Repurchase Agreements. In a repurchase agreement, the Fund buys, and the seller agrees to repurchase, a security at a mutually agreed upon time and price (usually within seven days). The repurchase agreement thus determines the yield during the purchaser’s holding period, while the seller’s obligation to repurchase is secured by the value of the underlying security. A repurchase agreement involves risks in the event of a default or insolvency of the other party to the agreement, including possible delays or restrictions upon the Fund’s ability to dispose of the underlying securities. The Company’s custodian or sub-custodian will hold in a segregated account the securities acquired by the Fund under a repurchase agreement. Repurchase agreements are considered, under the 1940 Act, to be loans by the Fund. To try to reduce the risk of loss on a repurchase agreement, the Fund will enter into repurchase agreements only with domestic banks with total assets in excess of one billion dollars, only with respect to securities of the type in which the Fund may invest, and will require that additional securities be deposited with the custodian or sub-custodian if the value of the securities purchased decreases below the repurchase price.

Short Sales. The Fund will engage in short selling. To complete a short sales transaction, the Fund must borrow the security to make delivery to the buyer. The Fund then is obligated to replace the security borrowed by purchasing the security at the market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by the Fund. Until the security is replaced, the Fund is required to pay to the lender amounts equal to any dividends or interest, which accrue during the period of the loan. To borrow the security, the Fund also may be required to pay a premium, which would increase the cost of the security sold. The proceeds of the short sale will be retained by the broker, to the extent necessary to meet the margin requirements, until the short position is closed out.

Until the Fund closes its short position or replaces the borrowed security, the Fund will: (a) maintain a segregated account containing cash or liquid securities at such a level that (i) the amount deposited in the account plus the amount deposited with the broker as collateral will equal the current value of the security sold short and (ii) the amount deposited in the segregated account plus the amount deposited with the broker as collateral will not be less than the market value of the security at the time the security was sold short; or (b) otherwise cover the Fund’s short position.

U.S. Government Securities. The Fund may purchase securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, which include U.S. Treasury securities of various interest rates, maturities and times of issuance. Some obligations issued or guaranteed by U.S. government agencies and instrumentalities are supported by the full faith and credit of the U.S. Treasury. Others are supported by the right of the issuer to borrow from the Treasury, by discretionary authority of the U.S. government to purchase certain obligations of the agency or instrumentality, or by the credit of the agency or instrumentality. These securities bear fixed, floating or variable rates of interest. While the U.S. government provides financial support to such U.S. government-sponsored agencies or instrumentalities, no assurance can be given that it will always do so, since it is not so obligated by law.

Warrants and Rights. The Fund may invest in warrants and rights. Warrants are options to purchase equity securities at a specified price valid for a specific period of time. Their prices do not necessarily move parallel to the prices of the underlying securities. Rights are similar to warrants, but generally are shorter in duration and are distributed by the issuer directly to its shareholders. Warrants and rights have no voting rights, receive no dividends and have no rights to the assets of the issuer.

Zero Coupon Securities. The Fund may invest in zero coupon U.S. Treasury securities, which are Treasury notes and bonds that have been stripped of their unmatured interest coupons, the coupons themselves, and receipts or certificates representing interests in such stripped debt obligations and coupons. The Fund also may invest in zero coupon securities issued by corporations and financial institutions which constitute a proportionate ownership of the issuer’s pool of underlying U.S. Treasury securities. A zero coupon security pays no interest to its holder during its life and is sold at a discount to its face value at maturity. The amount of the discount fluctuates with the market price of the security. The market prices of zero coupon securities generally are more volatile than the market prices of securities that pay interest periodically and are likely to respond more to changes in interest rates than non-zero coupon securities with similar maturities and credit qualities.

The Board of Directors of the Company has adopted a Dissemination of Portfolio Information Policy (the “Policy”) regarding the disclosure by Wilshire, MAXAM and the Underlying Managers of information about the portfolio holdings and characteristics of the Fund. Pursuant to the Policy, such information may be made available to the general public by posting on the Company’s website on the first business day following the 20th calendar day after each month end. Other than such disclosure, no portfolio holdings information may be disclosed to any third party except for the following disclosures: (a) to the Company’s administrator, custodian, legal counsel, independent registered public accounting firm and other service providers to enable them to fulfill their responsibilities to the Company; (b) to the Company’s Board of Directors; (c) to third parties (e.g., broker-dealers) for the purpose of analyzing or trading portfolio securities; (d) to rating agencies and companies that collect and maintain information about mutual funds, subject to confidentiality requirements; (e) as required by law, including in regulatory filings with the SEC; (f) to shareholders of the Company and others, provided such information is publicly available (e.g., posted on the Company’s internet website or included in a regulatory filing); (g) to third parties for purposes of effecting in-kind redemptions of securities to facilitate orderly redemption of Fund assets and to minimize impact on remaining Fund shareholders; or (h) as approved by the Chief Compliance Officer of the Company (the “CCO”). Any disclosure made pursuant to item (h) above will be reported to the Board at its next quarterly meeting.

The Company, Wilshire, MAXAM and/or the Underlying Managers have ongoing business arrangements with the following entities which involve making portfolio holdings information available to such entities as an incidental part of the services they provide to the Company: (i) the Company’s administrator and custodian pursuant to fund accounting and custody agreements, respectively, under which the Fund’s portfolio holdings information is provided daily on a real-time basis; (ii) Institutional Shareholder Services, Glass, Lewis & Co. and Investor Responsibility Research Center, Inc., pursuant to proxy voting agreements under which the portfolio holdings information of certain Funds is provided daily, on a real-time basis; and (iii) the Company’s independent registered public accounting firm and legal counsel to whom the Company provides portfolio holdings information as needed with no lag time.

The release of information is subject to confidentiality requirements. None of the Company, Wilshire, MAXAM, the Underlying Managers or any other person receives compensation or any other consideration in connection with such arrangements (other than the compensation paid by the Company to such entities for the services provided by them to the Company). In the event of a conflict between the interests of Fund shareholders and those of the Company, Wilshire, the Company’s principal underwriter, or any of their affiliated persons, the CCO will make a determination in the best interests of the Company’s shareholders, and will report such determination to the Board of Directors at the end of the quarter in which such determination was made.

The investment restrictions described below, along with the Fund’s investment objective, are fundamental policies of the Fund and cannot be changed without the approval of a majority of the Fund’s outstanding voting shares (as defined by the 1940 Act). All percentage limitations apply only at the time of the transaction. Subsequent changes in value or in the Fund’s total assets will not result in a violation of the percentage limitations. The Fund may not:

1. Invest in commodities, except that the Fund may purchase and sell options, forward contracts, and futures contracts, including those relating to indices, and options on futures contracts or indices.

2. Purchase, hold or deal in real estate or oil, gas or other mineral leases or exploration or development programs, but the Fund may purchase and sell securities that are secured by real estate or issued by companies that invest or deal in real estate.

3. Borrow money, except for temporary or emergency (not leveraging) purposes in an amount up to 33¹/3% of the value of the Fund’s total assets (including the amount borrowed) based on the lesser of cost or market, less liabilities (not including the amount borrowed) at the time the borrowing is made. When borrowings exceed 5% of the value of the Fund’s total assets, the Fund will not make any additional investments. For purposes of this investment restriction, the entry into options, forward contracts, or futures contracts, including those relating to indices and options on futures contracts or indices, will not constitute borrowing.

4. Make loans to others, except through the purchase of debt obligations and entry into repurchase agreements. However, the Fund may lend its portfolio securities in an amount not to exceed 33¹/3% of the value of its total assets, including collateral received for such loans. Any loans of portfolio securities will be made according to guidelines established by the SEC and the Company’s Board of Directors.

5. Act as an underwriter of securities of other issuers, except to the extent the Fund may be deemed an underwriter under the Securities Act of 1933, as amended, by virtue of disposing of portfolio securities.

6. Invest more than 25% of its assets in the securities of issuers in any single industry, provided there will be no limitation on the purchase of obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities.

7. Invest more than 5% of its assets in the obligations of any single issuer, except that up to 25% of the value of the Fund’s total assets may be invested, and securities issued or guaranteed by the U.S. government, or its agencies or instrumentalities may be purchased, without regard to any such limitation.

8. With respect to 75% of the Fund’s assets, hold more than 10% of the outstanding voting securities of any single issuer.

9. Issue any senior security (as defined in Section 18(f) of the 1940 Act), except to the extent that the activities permitted in investment restrictions No. 1 and 3 may be deemed to give rise to a senior security.

The following investment restrictions are non-fundamental and may be changed by a vote of a majority of the Company’s Board of Directors. The Fund may not:

1. Invest in the securities of a company for the purpose of exercising management or control, but the Fund will vote the securities it owns in its portfolio as a shareholder in accordance with its views.

2. Enter into repurchase agreements providing for settlement in more than seven days after notice or purchase securities which are illiquid, if, in the aggregate, more than 15% of the value of the Fund’s net assets would be so invested.

3. Purchase securities of other investment companies, except to the extent permitted under the 1940 Act or those received as part of a merger or consolidation.

The Board of Directors (the “Board”) has responsibility for the overall management and operations of the Company. The Board establishes the Company’s policies and meets regularly to review the activities of the officers, who are responsible for day-to-day operations of the Company.

Set forth below are the names of the Directors and executive officers of the Company, their ages, business addresses, positions and terms of office, their principal occupations during the past five years, and other directorships held by them, including directorships in public companies. The address of each Director and officer is 1299 Ocean Avenue, Suite 700, Santa Monica, CA 90401.

The Board has five standing committees - an Audit Committee, a Nominating Committee, an Investment Committee, a Contract Review Committee and a Valuation Committee.

The Audit Committee monitors the Company’s accounting policies, financial reporting and internal control systems, as well as the work of the independent auditors. The members of the Audit Committee, all of whom are not considered “interested persons” of the Company within the meaning of the 1940 Act (the “Independent Directors”), include Messrs. Formisano (Chairman) and Zock. The Audit Committee held three meetings in 2007.

The Nominating Committee is primarily responsible for the identification and recommendation of individuals for Board membership. The members of the Nominating Committee, all of whom are Independent Directors, include Messrs. Zock (Chairman) and Formisano and Ms. Luhn. The Nominating Committee held four meetings in 2007. Pursuant to the Company’s Governance Procedures, shareholders may submit suggestions for Board Candidates to the Nominating Committee, which will evaluate candidates for Board membership by forwarding their correspondence by U.S. mail or courier service to the Company’s Secretary for the attention of the Chair of the Nominating Committee.

The Investment Committee monitors the investment performance of the Funds and the performance of the Adviser and subadvisers. The members of the Investment Committee, all of whom are Independent Directors, include Mr. Holt (Chairman) and Mses. Luhn and Russell. The Investment Committee held four meetings in 2007.

The Contract Review Committee coordinates the process by which the Board considers the continuance of the investment management and sub-advisory agreements, the distribution agreement and the Rule 12b-1 distribution plan. The members of the Contract Review Committee, all of whom are Independent Directors, include Ms. Russell (chairperson), Messrs. Formisano, Holt and Zock and Ms. Luhn. The Contract Review Committee held three meetings in 2007.

The Valuation Committee oversees the activities of the Pricing Committee and fair values of Fund securities. The members of the Valuation Committee, all of whom are Independent Directors (except for Mr. Davanzo), include Messrs. Davanzo (Chairman) and Holt and Ms. Russell, Mr. Formisano (alternate), Ms. Luhn (alternate) and Mr. Zock (alternate). The Valuation Committee held three meetings in 2007.

The following table sets forth the dollar range of equity securities beneficially owned by each Director in the Fund as of December 31, 2007.

As of December 31, 2007, none of the Independent Directors, nor any of their immediate family members owned, beneficially or of record, any securities in Wilshire, MAXAM, the Underlying Managers or PFPC Distributors, Inc. (“PFPC Distributors”), the distributor of the Company, or any securities in a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with Wilshire, MAXAM, the Underlying Managers or PFPC Distributors.

The table below sets forth the compensation paid to the Independent Directors of the Company for the 12 months ended December 31, 2007. The Company does not compensate the “interested” Director or any of the officers, with the exception of the Company’s CCO, for the services they provide. The Company and Wilshire Variable Insurance Trust each pay a portion of the CCO’s compensation, and Wilshire pays the remainder of such compensation. The Company and Wilshire Variable Insurance Trust together pay each Independent Director an annual Board member retainer of $10,000, an annual additional Board chair retainer of $16,000, a Board meeting fee of $1,500, a telephonic meeting fee of $1,000, an annual Committee member retainer of $4,000, an annual Committee chair retainer of $8,000 in lieu of the $4,000 Committee member retainer, and a Committee telephonic meeting fee of $500.

As of the date hereof, owns 100% of the outstanding shares of the Fund. Shareholders who have the power to vote a large percentage of shares of the Fund may be in a position to control the Fund and determine the outcome of a shareholder meeting. A shareholder who owns, directly or indirectly, 25% or more of the Fund’s voting securities may be deemed to be a “control person,” as defined by the 1940 Act. As of the date hereof, the Directors and officers of the Company as a group owned less than 1% of the outstanding shares of the Fund.

Wilshire is the investment adviser to the Fund pursuant to an Investment Advisory Agreement dated April 1, 2002, as amended from time to time (the “Advisory Agreement”).

MAXAM is the sub-adviser of the Fund pursuant to an Investment Sub-Advisory Agreement with Wilshire (the “Sub-Advisory Agreement”).

Pursuant to sub-subadvisory agreements with [Wilshire and] MAXAM, Charter, Hanseatic, Lombardia, Edgar Lomax, Lynman, NCM, Paradigm and ZCI each manage a portion of the Fund.

Under the Advisory Agreement, Wilshire charges an annual fee of % of the average daily net assets for the Fund. Because the Fund commenced operations on , 2008, no advisory fees were paid in fiscal year 2007. Wilshire has entered into a contractual expense limitation agreement with the Fund to waive a portion of its management fees to limit expenses of the Fund (excluding taxes, brokerage expenses, dividend expenses on short securities, and extraordinary expenses) to % and % of average daily net assets for Investment Class Shares and Institutional Class Shares, respectively. This agreement to limit expenses continues through at least May 1, 2009. Wilshire may recoup the amount of any management fee waived within three years after the year in which Wilshire recouped the expenses if the recoupment does not exceed the existing expense limitation.

The Advisory Agreement provides that Wilshire will act as the investment adviser to the Fund, and may recommend to the Board of Directors one or more sub-advisers to manage the Fund or portions thereof. Upon appointment of a sub-adviser, Wilshire will review, monitor and report to the Board regarding the performance and investment procedures of the sub-adviser, and assist and consult the sub-adviser in connection with the investment program of the Fund.

The Advisory Agreement provides that Wilshire shall exercise its best judgment in rendering the services to be provided to the Fund under the Advisory Agreement. Wilshire is not liable under the Advisory Agreement for any error of judgment or mistake of law or for any loss suffered by the Fund. Wilshire is not protected, however, against any liability to the Fund or its shareholders to which Wilshire would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties under the Advisory Agreement, or by reason of Wilshire’s reckless disregard of its obligations and duties under the Advisory Agreement.

The Advisory Agreement will continue in force unless sooner terminated as provided in certain provisions contained in the Advisory Agreement. It is terminable with respect to the Fund without penalty on 60 days’ notice by the Company’s Board of Directors, by vote of a majority of the Fund’s outstanding shares (as defined in the 1940 Act), or on at least 90 days’ notice by Wilshire. The Advisory Agreement terminates in the event of its assignment (as defined in the 1940 Act).

Pursuant to the Sub-Advisory Agreement with Wilshire, Wilshire pays MAXAM an annual fee of % of the average daily net assets of the Fund. Such fees are paid exclusively by Wilshire and not directly by shareholders of the Fund. Because the Fund commenced operations on , 2008, no sub-advisory fees were paid in fiscal year 2007. MAXAM is an independent contractor and may act as an investment adviser to other clients.

MAXAM will not be liable to Wilshire, the Company or any stockholder of the Fund for any error of judgment, mistake of law, or loss arising out of any investment, or for any other act or omission in the performance by MAXAM of its duties, except for liability resulting from willful misfeasance, bad faith, negligence or reckless disregard of its obligations. MAXAM will indemnify and defend Wilshire, the Company, and their representative officers, directors, employees and any person who controls Wilshire for any loss or expense arising out of or in connection with any claim, demand, action, suit or proceeding relating to any material misstatement or omission in the Company’s registration statement, any proxy statement, or any communication to current or prospective investors in the Fund, if such misstatement or omission was made in reliance upon and in conformance with written information furnished by MAXAM to Wilshire or the Fund.

The Sub-Advisory Agreement will continue in force until August 31, 2009, unless sooner terminated as provided therein. After its initial term, the Sub-Advisory Agreement will continue in force from year to year so long as it is specifically approved at least annually in the manner required by the 1940 Act.

Pursuant to the sub-subadvisory agreements with each of the Underlying Managers (the “Sub-Subadvisory Agreements”), the fees payable to each Underlying Manager with respect to the Fund are paid exclusively by MAXAM and not directly by the stockholders of the Fund. The Underlying Managers are independent contractors, and may act as investment advisers to other clients. Wilshire [and/or] MAXAM may retain one or more other underlying managers with respect to any portion of the assets of the Fund other than the portions to be managed by the respective Underlying Managers.

No Underlying Manager will be liable to Wilshire, MAXAM, the Company or any stockholder of the Fund for any error of judgment, mistake of law, or loss arising out of any investment, or for any other act or omission in the performance by the Underlying Manager of its duties, except for liability resulting from willful misfeasance, bad faith, negligence or reckless disregard of its obligations. Each Underlying Manager will indemnify and defend Wilshire, the Company, MAXAM and their representative officers, directors, employees and any person who controls Wilshire or MAXAM for any loss or expense arising out of or in connection with any claim, demand, action, suit or proceeding relating to any material misstatement or omission in the Company’s registration statement, any proxy statement, or any communication to current or prospective investors in the Fund, if such misstatement or omission was made in reliance upon and in conformity with written information furnished by the Underlying Manager to Wilshire, MAXAM or the Fund.

The Sub-Subadvisory Agreements will continue in force until August 31, 2009, unless sooner terminated as provided in the respective Sub-Subadvisory Agreements. After its initial term, each Sub-Subadvisory Agreement will continue in force from year to year with respect to the Fund so as long it is specifically approved for the Fund at least annually in the manner required by the 1940 Act.

Because the Fund commenced operations on , 2008, no sub-subadvisory fees were paid by MAXAM in fiscal year 2007.

The following paragraphs provide certain information with respect to the portfolio managers of the Fund as identified in the prospectus and the material conflicts of interest that may arise in connection with their management of the investments of the Fund, on the one hand, and the investments of other client accounts for which they may have primary responsibility. Certain other potential conflicts of interest with respect to use of affiliated brokers, personal trading and proxy voting are discussed below under “Fund Transactions,” “Code of Ethics” and “Proxy Voting Policy and Procedures.”

The SEC has issued an order (the “Order”) to Wilshire and the Company exempting them from the 1940 Act requirement to submit to stockholders new or materially amended sub-advisory agreements for their approval, and reducing the amount of disclosure required to be provided regarding the fees paid to sub-advisers. The Order provides that Wilshire may identify, retain and compensate sub-advisers that are not “affiliated persons” of Wilshire as defined in the 1940 Act, to manage all or portions of the Fund. Wilshire is responsible for, among other things: setting the Fund’s investment strategy and structure; selecting sub-advisers; ongoing monitoring and evaluation of sub-advisers; implementing procedures to ensure that sub-advisers comply with the Fund’s investment objective, policies and guidelines/restrictions; terminating sub-advisers; and reallocating assets among sub-advisers. Wilshire may allocate portions of the Fund’s assets among multiple sub-advisers with complementary management styles and securities selection disciplines; monitor the performance of each portion of the Fund and the Fund as a whole; and terminate sub-advisers to the extent necessary to achieve the overall objective of the Fund. Wilshire’s criteria for termination of a sub-adviser include (but are not limited to) departure of key personnel; acquisition by a third-party; change in or departure from investment style; inadequate investment processes that could result in inconsistent security selection, valuation or compliance; and the inability over time to maintain above-average performance.

The Company has entered into a Fund Accounting, Financial and Regulatory Administration and Transfer Agency Services Agreement, dated June 27, 2005, with PFPC Inc. (“PFPC”). PFPC is located at 760 Moore Road, King of Prussia, PA 19406 and is an affiliate of PFPC Distributors, Inc., the Company’s distributor. PFPC and PFPC Distributors are wholly-owned subsidiaries of PNC Financial Services Group. PFPC furnishes the Company with transfer agency services, fund accounting services, administration services and certain other services as may be required by the Company. PFPC also prepares tax returns, reports to the Fund’s shareholders, and reports and filings with the SEC and state securities authorities; prepares ongoing compliance updates; provides consultation to the Company with respect to regulatory matters, including monitoring regulatory and legislative developments that may affect the Fund; assists in the preparation of quarterly board materials; and generally assists in all aspect of the Fund’s operations, other than providing legal or investment advice.

PFPC furnished the Company with transfer agency services, fund accounting services, administration services and certain other services pursuant to a prior agreement dated May 31, 1999, as amended September 27, 1999, January 3, 2003 and October 1, 2003.

Because the Fund commenced operations on , 2008, the Fund did not pay fees to PFPC in fiscal 2007.

From time to time, Wilshire or PFPC may waive receipt of its fees and/or voluntarily assume certain expenses of the Fund or the Company. As noted above, Wilshire has agreed to limit expenses of the Fund through at least May 1, 2009. This would have the effect of lowering the overall expense ratio of the Fund and increasing the return to investors at the time such amounts are waived or assumed, as the case may be. The Company will not pay Wilshire or PFPC for any amounts which may be waived or assumed. Each of PFPC Distributors, Wilshire or PFPC may bear other expenses of distribution of the shares of the Fund or of the provision of shareholder services to the Fund’s shareholders, including payments to securities dealers or other financial intermediaries or service providers, out of its profits and available resources other than the advisory and administration fees paid by the Company.

All expenses incurred in the operation of the Company are borne by the Company, except to the extent specifically assumed by PFPC Distributors, Wilshire or PFPC. The expenses borne by the Company include taxes; interest; brokerage fees and commissions, if any; fees of Directors who are not officers, directors, employees or holders of 5% or more of the outstanding voting securities of PFPC Distributors, Wilshire or PFPC or any of their affiliates; SEC fees; state Blue Sky qualification fees; advisory and administration fees; charges of custodians; transfer and dividend disbursing agents’ fees; certain insurance premiums; industry association fees; outside auditing and legal expenses; costs of maintaining the Company’s existence; costs of independent pricing services; costs attributable to investor services (including, without limitation, telephone and personnel expenses); costs of shareholders’ reports and meetings; costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing shareholders; and any extraordinary expenses. Expenses attributable to a particular series or class of shares are charged against the assets of that series or class. Other expenses of the Company are allocated among the funds on a basis determined by Wilshire, subject to supervision by the Board of Directors, including, but not limited to, proportionately in relation to the net assets of each fund.

The Service and Distribution Plan (the “Plan”) of the Company adopted pursuant to Section 12(b) of the 1940 Act and Rule 12b-1 thereunder was approved as to the Investment Class Shares of the Fund by vote of the majority of both (a) the Directors of the Company and (b) those Independent Directors who have no direct or indirect financial interest in the operation of the Plan or any agreement related to it, in each case cast in person at a meeting called for the purpose of voting on the Plan.

The Investment Class shares of the Fund reimburses PFPC Distributors for its distribution and shareholder services expenses (the “Distribution Fee”) at an annual rate of up to 0.25% of the average daily net assets of the Fund attributable to Investment Class shares. The Distribution Fee is accrued daily and paid monthly or at such other intervals as the Directors of the Company shall determine.

The Plan will continue in effect with respect to the Investment Class Shares of the Fund only so long as such continuance is specifically approved at least annually by votes of the majority (or whatever other percentage may, from time to time, be required by Section 12(b) of the 1940 Act or the rules and regulations thereunder) of both (a) the Directors of the Company and (b) the Independent Directors, cast in person at a meeting called for the purpose of voting on the Plan. The Plan may not be amended in any material respect unless such amendment is approved by votes of the majority (or whatever other percentage may, from time to time, be required by Section 12(b) of the 1940 Act or the rules and regulations thereunder) of both (a) the Directors of the Company and (b) the Independent Directors, cast

in person at a meeting called for the purpose of voting on the Plan, and may not be amended to increase materially the amount to be spent thereunder without such approvals and approval by vote of at least a majority (as defined in the 1940 Act) of the outstanding shares of the Investment Class of the Fund. The Plan may be terminated at any time with respect to the Investment Class Shares of the Fund by vote of a majority of the Independent Directors or by vote of a majority (as defined in the 1940 Act) of the outstanding Investment Class Shares of the Fund. Because the Fund commenced operations on , 2008, no amounts were spent on behalf of its Investment Class Shares in fiscal year 2007.

The Fund has adopted a shareholder services plan for its Investment and Institutional Class Shares to pay the expenses associated with certain shareholder servicing arrangements with third parties. Payments of such fees to any such shareholder service provider may be made by the Investment Class Shares and Institutional Class Shares annually of up to 0.20% and 0.15%, respectively, of the Fund’s average net assets attributable to the shares held by such service provider.

PFPC, 760 Moore Road, King of Prussia, Pennsylvania 19406-1212, serves as the Company’s transfer agent and dividend disbursing agent.

PFPC Trust Company, located at 8800 Tinicum Boulevard, 3rd Floor, Philadelphia, PA 19153, serves as the Fund’s custodian.

Vedder Price P.C., 222 North LaSalle Street, Chicago, Illinois 60601, serves as legal counsel to the Company and the Independent Directors.

The Board of Directors of the Company has adopted a joint Code of Ethics for the Company and Wilshire, pursuant to Rule 17j-1 under the 1940 Act. The Code of Ethics restricts the investing activities of Company officers, Directors and advisory persons, and, as described below, imposes additional, more onerous restrictions on Fund investment personnel.

Each person covered by the Code of Ethics is prohibited from purchasing or selling any security which, to such person’s knowledge, is being purchased or sold (as the case may be), or is being considered for purchase or sale, by the Fund. Investment personnel are subject to additional restrictions such as a ban on acquiring securities in an initial public offering, “blackout periods” which prohibit trading by investment personnel of the Fund within periods of trading by the Fund in the same security, and a ban on short-term trading in securities. Investment personnel are required to pre-clear any personal securities investment (with limited exceptions, such as government securities) and must comply with ongoing requirements concerning recordkeeping and disclosure of personal securities investments. The pre-clearance requirement and associated procedures are designed to identify any prohibition or limitation applicable to a proposed investment.

In addition, MAXAM and each Underlying Manager has adopted codes of ethics under Rule 17j-1 under the 1940 Act. These codes permit personnel, subject to the conditions of the code, to invest in securities including securities that may be purchased or held by the Fund.

The Underlying Managers have been delegated the responsibility for voting the Fund’s proxies pursuant to the Sub-Subadvisory Agreements. Each Underlying Manager votes proxies according to proxy voting policies, which are described below. The Adviser and MAXAM monitor the Underlying Managers’ compliance with their related policies and report to the Board annually on any proxies that were not voted in accordance with a Underlying Managers’ stated policy and any communication in which a conflict of interest was identified and how the proxies were voted.

The Company is required to file an annual report of each proxy voted with respect to portfolio securities of the Fund during the twelve-month period ended June 30 on Form N-PX not later than August 31 of each year. Information regarding how Wilshire or the Sub-Advisers voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 will be available no later than August 31 of each year (i) without charge, upon request, by calling 1-888-200-6796, or (ii) on the SEC’s website at www.sec.gov.

Certain information regarding the proxy voting policies of each of the Underlying Managers is summarized below.

Each Underlying Manager supervises the placement of orders for the purchase or sale of portfolio securities on behalf of the portion of the Fund it manages. In this capacity, each Underlying Manager allocates portfolio transactions among broker-dealers in the best judgment of the Underlying Manager and in a manner deemed fair and reasonable to shareholders. The primary consideration is prompt execution of orders at the most favorable net price. Subject to this consideration, the brokers selected may include those that provide statistical data, investment information, economic facts and opinions to the Underlying Managers. Information so received is in addition to and not in lieu of services required to be performed by the Underlying Managers and their fees are not reduced by the receipt of such supplemental information. Such information may be useful to the Underlying Managers in serving both the Fund and other clients which they advise and, conversely, supplemental information obtained by the placement of business of other clients may be useful to the Underlying Managers in carrying out their obligations to the Fund. Brokers also are selected because of their ability to handle special executions such as are involved in large block trades or broad distributions, provided the primary consideration is met. When transactions are executed in the over-the-counter market, the Fund will deal with the primary market makers unless a more favorable price or execution otherwise is obtainable. Each Underlying Manager has procedures in place to monitor best execution. Wilshire, MAXAM and none of the Underlying Managers consider the sale of the Fund’s shares in selecting brokers to effect Fund transactions.

Although each Underlying Manager makes investment decisions for the Fund independently from those of its other accounts, investments of the kind made by the Fund may often also be made by such

other accounts. When an Underlying Manager buys or sells the same security at substantially the same time on behalf of the Fund and one or more other accounts managed by that Underlying Manager, it allocates available investments by such means as, in its judgment, result in fair treatment. Each Underlying Manager aggregates orders for purchases and sales of securities of the same issuer on the same day among the Fund and its other managed accounts, and the price paid to or received by the Fund and those accounts is the average obtained in those orders. In some cases, such aggregation and allocation procedures may affect adversely the price paid or received by the Fund or the size of the position purchased or sold by the Fund.

Portfolio turnover may vary from year to year, as well as within a year. Under normal market conditions, the Fund’s turnover rate generally will not exceed 80%. High turnover rates, generally as a result of fluctuating market conditions, are likely to result in comparatively greater brokerage expenses. Recognizing this, each Underlying Manager attempts to minimize the cost per share of trading while at the same time implementing only those trades necessary to maintain the proper style exposure.

If so directed by [Wilshire], each Underlying Manager will execute purchases and sales of portfolio securities through brokers or dealers designated by management of the Company for the purpose of providing direct benefits to the Fund, provided that each Underlying Manager determines that such brokers or dealers will provide best execution in view of such other benefits.

The net asset value per share of each class of the Fund is calculated as of the close of regular trading on the New York Stock Exchange (“NYSE”), normally 4:00 p.m. (EST), on each day the NYSE is open for trading.

The Fund sells and redeems its shares at net asset value per share, without a sales or redemption charge. No minimum purchase or redemption amounts apply. The daily net asset value of the Fund’s shares is determined by dividing the net assets by the number of outstanding shares. Net assets are equal to the total assets of the Fund less its liabilities. The price at which a purchase is effected is based on the next calculated net asset value after the order is received by your insurance company, as described in the product prospectus describing your particular variable annuity contract. 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 over-the-counter (other than on NASDAQ) in the United States are valued at the last current sale price. If there are no such sales, the most recent bid quotation is used. Securities quoted on the NASD Automatic Quotation (NASDAQ) System, for which there have been sales, are valued at the NASDAQ Official Closing Price. If there are no such sales, the value is the bid quotation. 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. Foreign securities are converted to United States dollars using exchange rates at the close of the NYSE. In the event market quotations are not readily available, securities are valued according to procedures established by the Board of Directors or are valued at fair value as determined in good faith by the Pricing Committee, whose members include at least one representative of Wilshire who is an officer of the Company and at least one portfolio management professional of the subadviser responsible for managing the portion of the Fund whose securities require a fair valuation determination, or the Company’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.

Debt securities that have a remaining maturity of 60 days or less are valued at cost, plus or minus any amortized discount or premium. Under the amortized cost method of valuation, the security is initially valued at cost. Then, the Company assumes a constant proportionate amortization in value until

maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the security. While this method provides certainty in valuation, it may result in periods during which value, as determined by amortized cost, is higher or lower than the price that would be received upon the sale of the security. When market quotations are not available, securities are valued at fair value as discussed above.

The following information supplements and should be read in conjunction with the section in the prospectus entitled “How to Buy Fund Shares.” The Company does not have any arrangements with any person to permit frequent purchases and redemptions of the Fund’s shares.

The Distributor. PFPC Distributors, Inc., located at 760 Moore Road, King of Prussia, PA 19406, serves as the Company’s distributor pursuant to a Distribution Agreement which is renewable annually by the Board of Directors. The Distributor sells the Fund’s shares on a continuous basis as agent, but is not obligated to sell any particular amount of shares. The Distribution Agreement between the Distributor and the Company provides that the Company shall indemnify the Distributor against any liability arising out of any untrue statement of a material fact or any omission of a material fact in the Company’s registration statement necessary to make the statements therein misleading, unless such liability results from the Distributor’s willful misfeasance, bad faith or negligence in the performance of its duties under the Agreement.

Transactions Through Securities Dealers. Fund shares may be purchased and redeemed through securities dealers, which may charge a transaction fee for such services. Some dealers will place the Fund’s shares in an account with their firm. Dealers also may require that the customer invest more than the $2,500 minimum investment, the customer not request redemption checks to be issued in the customer’s name, the customer not purchase fractional shares, or other conditions.

There is no sales or service charge to individual investors by the Company or by the Distributor, although investment dealers, banks and other institutions may make reasonable charges to investors for their services. The services provided and the applicable fees are established by each dealer or other institution acting independently of the Company. The Company understands that these fees may be charged for customer services including, but not limited to, same-day investment of client funds; same-day access to client funds; advice to customers about the status of their accounts, yield currently being paid or income earned to date; provision of periodic account statements showing security and money market positions; and assistance with inquiries related to their investment. Any such fees may be deducted from the investor’s account monthly and on smaller accounts could constitute a substantial portion of any distribution by the Fund. Small, inactive, long-term accounts involving monthly service charges may not be in the best interest of investors. Investors should be aware that they may purchase shares of the Fund directly through the Distributor without any maintenance or service charges, other than those described above.

In-Kind Purchases. Payments for the Fund’s shares may, at the discretion of the Company, be made in the form of securities which are permissible investments for the Fund. For further information about this form of payment, please contact PFPC. Generally, securities which are accepted by the Company as payment for the Fund’s shares will be valued using the Fund’s procedures for valuing its own shares at the time the Fund’s net asset value is next determined after receipt of a properly completed order. All dividends, interest, subscription or other rights pertaining to such securities will become the property of the Fund and must be delivered to the Fund upon receipt from the issuer. The Company will require that (1) it will have good and marketable title to the securities received by it; (2) the securities are in proper form for transfer to the Fund and are not subject to any restriction on sale by the Fund under the

Securities Act of 1933, as amended, or otherwise; and (3) the Fund receives such other documentation as the Company may, in its discretion, deem necessary or appropriate. Investors may realize a gain or loss for federal income tax purposes upon the securities that are used for such a payment.

The following information supplements and should be read in conjunction with the section in the prospectus entitled “How to Sell Fund Shares.”

Wire Redemption Privilege. By using this privilege, the investor authorizes PFPC to act on wire or telephone redemption instructions from any person representing himself or herself to be the investor, and reasonably believed by PFPC to be genuine. Ordinarily, the Company will initiate payment for shares redeemed pursuant to this Privilege on the next business day after receipt if PFPC receives the redemption request in proper form. Redemption proceeds ($2,500 minimum) will be transferred by Federal Reserve wire only to the commercial bank account specified by the investor on the Account Application or Shareholder Services Form, or to a correspondent bank if the investor’s bank is not a member of the Federal Reserve System. Fees ordinarily are imposed by such bank and usually are borne by the investor. Immediate notification by the correspondent bank to the investor’s bank is necessary to avoid a delay in crediting the funds to the investor’s bank account.

To change the commercial bank or account designated to receive wire redemption proceeds, a written request must be sent to PFPC. This request must be signed by each shareholder, with each signature guaranteed as described below under “Signatures.”

Signatures. Written redemption requests must be signed by each shareholder, including each holder of a joint account, and each signature must be guaranteed if the amount redeemed exceeds $50,000, if proceeds are to be paid to someone other than the registered holder of shares, or if the investor’s address of record has changed within the past 60 days. PFPC has adopted standards and procedures pursuant to which signature guarantees in proper form generally will be accepted from domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations, as well as from participants in the New York Stock Exchange Medallion Signature Program (NYSE MSP), the Securities Transfer Agents Medallion Program (STAMP) and the Stock Exchanges Medallion Program (SEMP). Guarantees must be signed by an authorized signatory of the guarantor and “Signature Guaranteed” must appear with the signature. PFPC may request additional documentation from corporations, executors, administrators, trustees or guardians, and may accept other suitable verification arrangements from foreign investors, such as consular verification. For more information with respect to signature guarantees, please call the telephone number listed on the cover.

Redemption Commitment. The Company reserves the right to make payments in whole or in part in securities or other assets in case of an emergency or any time a cash distribution would impair the liquidity of the Fund to the detriment of the existing shareholders. In such event, the securities would be readily marketable, to the extent available, and would be valued in the same manner as the Fund’s investment securities are valued. If the recipient sold such securities, brokerage charges would be incurred. Receipt of such securities is a taxable event for federal income tax purposes.

Suspension of Redemptions. The Company may suspend the right of redemption with respect to the Fund or postpone the date of payment (a) during any period when the New York Stock Exchange is closed (other than customary weekend and holiday closings), (b) when trading in the markets the Fund ordinarily utilizes is restricted, or when an emergency exists as determined by the SEC so that disposal of the investments or determination of its net asset value is not reasonably practicable, or (c) for such other periods as the SEC by order may permit to protect the shareholders.

New York Stock Exchange Closings. The holidays (as observed) on which the New York Stock Exchange is closed currently are: New Year’s Day, Presidents’ Day, Rev. Martin Luther King, Jr. Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.

The following information supplements and should be read in conjunction with the section in the prospectus entitled “Shareholder Information.”

Exchanges. By using the Telephone Exchange Privilege, you authorize PFPC to act on telephonic instructions from any person representing himself or herself to be you and reasonably believed by PFPC to be genuine. Telephone exchanges may be subject to limitations as to the amount involved or the number of telephone exchanges permitted.

To establish a personal retirement plan by exchange, shares of the fund being exchanged must have a value of at least the minimum initial investment required for a Fund into which the exchange is being made. For Keogh Plans, IRAs and IRAs set up under a Simplified Employee Pension Plan (“SEP-IRAs”) with only one participant, the minimum initial investment is $750. To exchange shares held in corporate plans, 403(b)(7) Plans and SEP-IRAs with more than one participant, the minimum initial investment is $100 if the plan has at least $2,500 invested among the funds of the Company. To exchange shares held in personal retirement plans, the shares exchanged must have a current value of at least $100.

The exchange service is available to shareholders residing in any state in which shares of a fund being acquired may legally be sold. Shares may be exchanged only between accounts having identical names and other identifying designations.

The Company reserves the right to reject any exchange request in whole or in part. The exchange service may be modified or terminated at any time upon notice to shareholders.

Corporate Pension/Profit-Sharing And Personal Retirement Plans. The Company makes available to corporations a variety of prototype pension and profit-sharing plans. In addition,

Wilshire makes available Keogh Plans, IRAs, including SEP-IRAs and 403(b)(7) Plans. Plan support services also are available. Investors can obtain details on the various plans by calling toll-free: 1-888-200-6796.

The custodian for Keogh Plans, 403(b)(7) Plans or IRAs may charge a fee, payment of which could require the liquidation of shares. All fees charged are described in the appropriate form.

Shares may be purchased in connection with these plans only by direct remittance to the Plan.

The minimum initial investment for corporate plans, 403(b)(7) Plans and SEP-IRAs with more than one participant is $2,500 with no minimum for subsequent purchases. The minimum initial investment for Keogh Plans, IRAs, SEP-IRAs and 403(b)(7) Plans with only one participant is normally $750, with no minimum for subsequent purchases. Individuals who open an IRA may also open a non-working spousal IRA with a minimum investment of $250.

You should read the prototype retirement plan and the appropriate form of custodial agreement for further details on eligibility, service fees and tax implications, and should consult a tax adviser.

The Fund intends to qualify as a “regulated investment company” under the Code for the fiscal year ending December 31, 2008. Qualification as a regulated investment company relieves the Fund from any liability for federal income taxes to the extent that its earnings are distributed in accordance with the applicable provisions of the Code. The term “regulated investment company” does not imply the supervision of management or investment practices or policies by any government agency.

As a regulated investment company, the Fund will not be liable for federal income tax on its income and gains provided it distributes all of its income and gains currently. Qualification as a regulated investment company under the Code requires, among other things, that the Fund (a) derive at least 90% of its gross income from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of securities or foreign currencies, other income (including, but not limited to, gains from options, futures or forward contracts) derived with respect to its business of investing in such securities or currencies, and net income derived from an interest in a qualified publicly traded partnership; (b) diversify its holdings so that, at the end of each fiscal quarter, (i) at least 50% of the market value of the Fund’s assets is represented by cash, cash items, U.S. government securities and securities of other regulated investment companies, and other securities (for purposes of this calculation generally limited, in respect of any one issuer, to an amount not greater than 5% of the market value of the Fund’s assets and 10% of the outstanding voting securities of such issuer) and (ii) not more than 25% of the value of its assets is invested in the securities of any one issuer (other than U.S. government securities or the securities of other regulated investment companies), of two or more issuers other than the securities of other regulated investment companies which the Fund controls and which are determined to be engaged in the same or similar trades or businesses, of one or more qualified publicly traded partnerships; and (c) distribute each taxable year at least 90% of its investment company taxable income (which includes dividends, interest, and net short-term capital gains in excess of net long-term capital losses) determined without regard to the deduction for dividends paid.

The Fund generally will be subject to a nondeductible excise tax of 4% to the extent that it does not meet certain minimum distribution requirements as of the end of each calendar year. To avoid the tax, the Fund must distribute during each calendar year an amount equal to the sum of (1) at least 98% of its ordinary income for the calendar year, (2) at least 98% of its capital gains in excess of its capital losses (and adjusted for certain ordinary losses) for the twelve-month period ending on October 31 of the calendar year, and (3) all undistributed ordinary income and capital gain net income for previous years. A distribution will be treated as paid on December 31 of the calendar year if it is declared by the Fund in October, November, or December of that year to shareholders of record on a date in such a month and paid by the Fund during January of the following year. Such distributions will be taxable to shareholders (other than those not subject to federal income tax) in the calendar year in which the distributions are declared, rather than the calendar year in which the distributions are received. To avoid the excise tax, the Fund intends to make timely distributions of its income in compliance with these requirements and anticipates that they will not be subject to the excise tax.

Dividends paid by the Fund from ordinary income, and distributions of the Fund’s net realized short-term capital gains, are taxable to its shareholders as ordinary income. Distributions to corporate shareholders will be eligible for the 70% dividends received deduction, and distributions to individual and other noncorporate shareholders will be eligible for taxation at their maximum long-term capital gain rate,

to the extent that the income of the Fund is derived from certain qualifying dividends. Dividend income earned by the Fund will be so eligible only if the Fund has satisfied holding period requirements with respect to his or her Fund shares. In addition, a shareholder must meet certain holding period requirements. Within 60 days after the end of its taxable year, the Fund will send to its shareholders a written notice designating the amount of any distributions made during such year which may be taken into account by its shareholders for purposes of such provisions of the Code. Net capital gain distributions are not eligible for the dividends received deduction.

Under the Code, any distributions designated as being made from net capital gains are taxable to the Fund’s shareholders as long-term capital gains, regardless of the holding period of the shares held by such shareholders. Such distributions of net capital gains will be designated by the Fund as a capital gains distribution in a written notice to its shareholders. Any loss on the sale of shares held for six months or less will be treated as a long-term capital loss for federal income tax purposes to the extent a shareholder receives net capital gain distributions on such shares. The maximum federal income tax rate applicable to long-term capital gains is currently 15% for individual shareholders. Corporate shareholders are taxed on long-term capital gain at the same rates as ordinary income. Dividends and distributions are taxable whether received in cash or reinvested in additional shares of the Fund.

Any loss realized on a sale, redemption or exchange of shares of the Fund by a shareholder will be disallowed to the extent the shares are replaced within a 61-day period (beginning 30 days before the disposition of shares). Shares purchased pursuant to the reinvestment of a dividend will constitute a replacement of shares.

Any dividend or distribution paid shortly after an investor’s purchase may have the effect of reducing the aggregate net asset value of his or her shares below the cost of his or her investment. Such a dividend or distribution would be a return on investment in an economic sense and subject to federal income tax. This is referred to as “buying a dividend.”

Rule 12d1-1, under the 1940 Act, permits the Fund to invest an unlimited amount of its uninvested cash in a money market fund so long as such investment is consistent with the Fund’s investment objectives and policies. As a shareholder in an investment company, the Fund would bear its pro rata portion of the investment company’s expenses, including advisory fees, in addition to its own expenses.

Ordinarily, gains and losses realized from portfolio transactions will be treated as a capital gain or loss. All or a portion of the gain realized from engaging in “conversion transactions” may be treated as ordinary income under Section 1258 of the Code. “Conversion transactions” are defined to include certain futures, option and “straddle” transactions, transactions marketed or sold to produce capital gains, or transactions described in Treasury regulations to be issued in the future.

Under Section 1256 of the Code, a gain or loss realized by the Fund from certain financial futures transactions will be treated as 60% long-term capital gain or loss and 40% short-term capital gain or loss. Gain or loss will arise upon the exercise or lapse of such futures as well as from closing transactions. In addition, any such futures remaining unexercised at the end of the Fund’s taxable year will be treated as sold for their then fair market value, resulting in additional gain or loss to the Fund characterized in the manner described above.

Offsetting positions held by the Fund involving financial futures may constitute “straddles.” Straddles are defined to include “offsetting positions” in actively traded personal property. The tax treatment of straddles is governed by Sections 1092 and 1258 of the Code, which, in certain

circumstances, overrides or modifies the provisions of Section 1256 of the Code. As such, all or a portion of any short- or long-term capital gain from certain “straddle” and/or conversion transactions may be recharacterized to ordinary income.

If the Fund were treated as entering into straddles by reason of its futures transactions, such straddles could be characterized as “mixed straddles” if the futures transactions comprising such straddles were governed by Section 1256 of the Code. The Fund may make one or more elections with respect to “mixed straddles.” Depending upon which election is made, if any, the results to the Fund may differ. If no election is made, to the extent the straddle rules apply to positions established by the Fund, losses realized by the Fund will be deferred to the extent of unrealized gain in any offsetting positions. Moreover, as a result of the straddle rules, short-term capital loss on straddle positions may be recharacterized as long-term capital loss, and long-term capital gain on straddle positions may be recharacterized as short-term capital gain, and as a result of the conversion transaction rules, long-term capital gain may be recharacterized as ordinary income.

Under Section 1259 of the Code, the Fund may recognize gain if it enters into a short sale of, or a forward or futures contract to deliver the same or substantially identical properly relating to an appreciated direct position held by the Fund. Such transactions may be considered constructive sales of the appreciated direct portion for federal income tax purposes.

The Fund may be required to withhold for U.S. federal income taxes 28% of all taxable distributions payable to shareholders who fail to provide the Company with their correct taxpayer identification number or to make required certifications, or who have been notified (or if the Company is notified) by the Internal Revenue Service that they are subject to backup withholding. Certain shareholders specified in the Code are exempt from such backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability.

The Company may also be subject to state or local taxes in certain states where it is deemed to be doing business. Further, in those states which have income tax laws, the tax treatment of the Company and of shareholders of the Fund with respect to distributions by the Fund may differ from federal income tax treatment. Distributions to shareholders may be subject to additional state and local taxes.

The foregoing is only a summary of certain federal income tax rules affecting Fund and its investors. Shareholders should consult their own tax advisers regarding specific questions as to federal, state or local taxes in light of their particular circumstances.

The Company is a Maryland corporation organized on July 30, 1992. It currently has seven funds - Large Company Growth Portfolio, Large Company Value Portfolio, Small Company Growth Portfolio, Small Company Value Portfolio, Dow Jones Wilshire 5000 Index ^(sm) Portfolio, Wilshire Large Cap Core 130/30 Fund and Wilshire/MAXAM Diversity Fund - each of which has multiple classes of shares. The title of each class of each fund is as follows:

Each share of the Fund has one vote and, when issued and paid for in accordance with the terms of the offering, is fully paid and non-assessable. Shares of each class of the Fund have equal rights as to dividends and in liquidation. Shares have no preemptive, subscription or conversion rights and are freely transferable.

Rule 18f-2 under the 1940 Act provides that any matter required to be submitted under the provisions of the 1940 Act or applicable state law or otherwise to the holders of the outstanding voting securities of an investment company, such as the Company, will not be deemed to have been effectively acted upon unless approved by the holders of the outstanding shares of each series affected by such matter. Rule 18f-2 further provides that a series shall be deemed to be affected by a matter unless it is clear that the interests of all series in the matter are identical or that the matter does not affect any interest of such series. However, the Rule exempts the selection of independent accountants and the election of Directors from the separate voting requirements of the Rule. Rule 18f-3 under the 1940 Act makes further provision for the voting rights of each class of shares of an investment company which issues more than one class of voting shares. In particular, Rule 18f-3 provides that each class shall have exclusive voting rights on any matter submitted to shareholders that relates solely to the class’ arrangement for services and expenses, and shall have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class.

The Company will send annual and semi-annual financial statements to all of the Fund’s shareholders.

Because the Fund commenced operations on , 2008, no financial statements are available.



(a)(1)		Articles of Incorporation dated July 30, 1992 are incorporated by reference to Exhibit (1)(a) of Post-Effective Amendment No. 3 to the Registration Statement on Form N-1A which was filed on November 12, 1993 (“Post-Effective Amendment No. 3”).

(2)		Articles of Amendment dated August 20, 1992 to the Articles of Incorporation are incorporated by reference to Exhibit (1)(b) of Post-Effective Amendment No. 3.

(3)		Articles Supplementary to the Articles of Incorporation classifying shares of each Series of the Fund are incorporated by reference to Exhibit (1)(d) of Post-Effective Amendment No. 8 to the Registration Statement on Form N-1A which was filed on April 2, 1996 (“Post-Effective Amendment No. 8”).

(4)		Articles of Amendment to the Articles of Incorporation amending the name of the Fund and the name of a class of shares of each Series of the Fund are incorporated by reference to Exhibit (1)(c) to Post-Effective Amendment No. 8.

(5)		Articles Supplementary dated June 24, 1997 to the Articles of Incorporation establishing and classifying shares of the Intermediate Portfolio Corporate Bond and Long-Term Corporate Bond Portfolio of the Fund are incorporated by reference to Post-Effective Amendment No. 11 to the Registration Statement on Form N-1A which was filed on July 10, 1997 (“Post-Effective Amendment No. 11”).

(6)		Articles Supplementary dated June 8, 1998 to the Articles of Incorporation establishing and classifying shares of the Dow Jones Wilshire 5000 Index Portfolio are incorporated by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-1A which was filed on November 2, 1998 (“Post-Effective Amendment No. 13”).

(7)		Articles Supplementary dated June 7, 1999 to the Articles of Incorporation reclassifying shares of the Dow Jones Wilshire 5000 Index Portfolio are incorporated by reference to Post-Effective Amendment No. 16 to the Registration Statement on Form N-1A which was filed on July 2, 1999 (“Post-Effective Amendment No. 16”).

(8)		Articles of Amendment dated July 21, 2003 to the Articles of Incorporation amending the name of the Fund are incorporated by reference to Post-Effective Amendment No. 24 to the Registration Statement on Form N-1A which was filed on April 29, 2004 (“Post-Effective Amendment No. 24”).

(9)		Articles Supplementary dated August 24, 2007 to the Articles of Incorporation establishing and classifying shares of the 130/30 Large Cap Core Portfolio are incorporated by reference to Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A which was filed on August 28, 2007.

(10)		Articles of Amendment dated October 25, 2007 to the Articles of Incorporation amending the name of the 130/30 Equity Core Fund are incorporated by reference to Post-Effective Amendment No. 32 to the Registration Statement on Form N-1A which was filed on November 16, 2007 (“Post-Effective Amendment No. 32”).

(11)		Articles Supplementary dated February 13, 2008 establishing and classifying shares of the Wilshire/MAXAM Diversity Fund are filed herein.

(b)(1)		By-Laws dated July 30, 1992, as revised September 17, 1992, are incorporated by reference to Exhibit (2) of Post-Effective Amendment No. 3.


(2)		Amended By-Laws dated September 9, 1996, as subsequently amended October 1, 1996, are incorporated by reference to Exhibit (b)(2) of Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A which was filed on October 30, 1996 (“Post-Effective Amendment No. 10”).

(3)		Amended By-Laws dated February 24, 2005 are incorporated herein by reference to Exhibit (b)(3) to Post-Effective Amendment No. 27 to the Registration Statement on Form N-1A which was filed on April 28, 2006 (“Post-Effective Amendment No. 27”).

(4)		Amended By-Laws dated June 20, 2005 are incorporated herein by reference to Exhibit (b)(4) to Post-Effective Amendment No. 27.

(c)		Not Applicable.

(d)(1)		Investment Advisory Agreement between the Fund and Wilshire Associates Incorporated dated April 1, 2002 is incorporated herein by reference to Exhibit (d)(1) to Post-Effective Amendment No. 22 to the Registration Statement on Form N-1A which was filed on December 20, 2002 (“Post-Effective Amendment No. 22”).

(2)		Notice relating to Investment Advisory Agreement adding Wilshire/MAXAM Diversity Fund will be filed by amendment.

(3)		Investment Sub-Advisory Agreement between Wilshire Associates Incorporated and MAXAM Capital Management LLC will be filed by amendment.

(4)		Investment Sub-Subadvisory Agreement with Charter Financial Group, Inc. will be filed by amendment.

(5)		Investment Sub-Subadvisory Agreement with Hanseatic Management Services, Inc. will be filed by amendment.

(6)		Investment Sub-Subadvisory Agreement with Lombardia Capital Partners LLC will be filed by amendment.

(7)		Investment Sub-Subadvisory Agreement with The Edgar Lomax Company will be filed by amendment.

(8)		Investment Sub-Subadvisory Agreement with Lynmar Capital Group will be filed by amendment.

(9)		Investment Sub-Subadvisory Agreement with NCM Capital Management Group, Inc. will be filed by amendment.

(10)		Investment Sub-Subadvisory Agreement with Paradigm Asset Management, Inc. will be filed by amendment.

(11)		Investment Sub-Subadvisory Agreement with Zevenbergen Capital Investments LLC will be filed by amendment.

(e)(1)		Distribution Agreement between the Fund and PFPC Distributors, Inc., dated December 31, 2000 is incorporated herein by reference to Exhibit (e) to Post-Effective Amendment No. 21 to the Registration Statement on Form N-1A which was filed on December 21, 2001 (“Post-Effective Amendment No. 21”).

(e)(2)		Amendment to Exhibit A of Distribution Agreement with PFPC Distributors is incorporated by reference to Post-Effective Amendment No. 32.

(f)		Not Applicable.

(g)(1)		Custodian Services Agreement between the Fund and PFPC Trust Company dated June 13, 2005 is incorporated herein by reference to Exhibit (g) to Post-Effective Amendment No. 27.

(g)(2)		Amendment to Custodian Services Agreement with PFPC Trust Company is filed herein.


(h)(1)		Fund Accounting, Financial and Regulatory Administration and Transfer Agency Services Agreement with PFPC Inc. dated June 27, 2006 is incorporated herein by reference to Exhibit (h) to Post-Effective Amendment No. 27.

(h)(2)		Amendment to Fund Accounting, Financial and Regulatory Administration and Transfer Agency Services Agreement with PFPC Inc. is incorporated by reference to Post-Effective Amendment No. 32.

(h)(3)		Expense Limitation Agreement will be filed by amendment.

(i)		Opinion and Consent of Counsel will be filed by amendment.

(j)		Not Applicable.

(k)		Not Applicable.

(l)		Not Applicable.

(m)		Investment Class Shares Amended and Restated Service and Distribution Plan under Rule 12b-1, adopted as of June 3, 1997 is incorporated herein by reference to Exhibit (15)(b) to Post-Effective Amendment No. 11.

(n)		Amended and Restated Rule 18f-3(d) Plan, adopted as of June 7, 1999 is incorporated herein by reference to Exhibit 18(c) to Post-Effective Amendment No. 16.

(o)		Reserved.

(p)(1)		Standards of Business Conduct and Code of Ethics of the Fund and Wilshire Associates Incorporated will be filed by amendment.

(2)		Code of Ethics of MAXAM Capital Management LLC will be filed by amendment.

(3)		Code of Ethics of Charter Financial Group, Inc. will be filed by amendment.

(4)		Code of Ethics of Hanseatic Management Services, Inc. will be filed by amendment.

(5)		Code of Ethics of Lombardia Capital Partners LLC will be filed by amendment.

(6)		Code of Ethics of The Edgar Lomax Company will be filed by amendment.

(7)		Code of Ethics of Lynmar Capital Group will be filed by amendment.

(8)		Code of Ethics of NCM Capital Management Group, Inc. will be filed by amendment.

(9)		Code of Ethics of Paradigm Asset Management, Inc. will be filed by amendment.

(10)		Code of Ethics of Zevenbergen Capital Investments LLC will be filed by amendment.

(Other)(1)		Powers of Attorney of the Directors (with the exception of Ms. Luhn) dated February 24, 2006 is incorporated herein by reference to Exhibit (Other) to Post-Effective Amendment No. 27.

(Other)(2)		Power of Attorney of Ms. Luhn is filed herewith.

The statement as to the general effect of any contract, arrangements, or statute under which a Director, officer, underwriter, or affiliated person of the Registrant is insured or indemnified in any manner against any liability which may be incurred in such capacity, other than insurance provided by any director, officer, affiliated person, or underwriter for his/her own protection, is incorporated by reference to Item 27 of Part C of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A which was filed on September 23, 1992.

Reference is also made to the Distribution Agreement filed as Exhibit (e) to Post-Effective Amendment No. 21.

The list required by this Item 26 of officers and directors of Wilshire Associates Incorporated, MAXAM Capital Management LLC and the Underlying Managers, together with the information as to any other business, profession, vocation, or employment of substantial nature engaged in by such officers and directors during the past two years, is described below.

(a) PFPC Distributors, Inc. (“the Distributor”) is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the National Association of Securities Dealers. As of July 11, 2007, the Distributor acted as principal underwriter for the following investment companies:

Distributed by BB&T AM Distributors, Inc., a wholly-owned subsidiary of PFPC Distributors, Inc.:

Distributed by BlackRock Distributors, Inc., a wholly-owned subsidiary of PFPC Distributors, Inc.:

Distributed by MGI Funds Distributors, Inc., a wholly-owned subsidiary of PFPC Distributors, Inc.:

Distributed by Northern Funds Distributors, LLC, a wholly-owned subsidiary of PFPC Distributors, Inc.:

(b) The Distributor is a Massachusetts corporation located at 760 Moore Road, King of Prussia, PA 19406. The Distributor is a wholly-owned subsidiary of PFPC Inc. and an indirect wholly-owned subsidiary of The PNC Financial Services Group, Inc., a publicly traded company.

The following is a list of the directors and executive officers of the Distributor:

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant, Wilshire Mutual Funds, Inc. has duly caused this Post-Effective Amendment No. 33 to be signed on its behalf by the undersigned, thereto duly authorized in the City of Los Angeles, and State of California on the 19^th day of February 2008.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.


(Name and Address of Agent for Service)		*Copy to:*

Lawrence E. Davanzo		Cathy G. O’KelIy
c/o Wilshire Associates Incorporated		Vedder Price P.C.
1299 Ocean Avenue, Suite 700		222 North LaSalle Street
Santa Monica, California 90401		Chicago, Illinois 60601


	Subject to Completion Preliminary Prospectus dated February 19, 2008
Prospectus	W I L S H I R E	, 2008
	MUTUAL FUNDS, INC. Investment and Institutional Class Shares of Wilshire/MAXAM Diversity Fund (http://www.wilshirefunds.com)


	Investment Class	Institutional Class
Management Fees	x.xx%	x.xx%
Distribution and Service (12b-1) Fees	0.25%	None
Other Expenses	x.xx%	x.xx%

Total Annual Fund Operating Expenses	x.xx%	x.xx%
Less Waivers/Reimbursements¹	x.xx%	x.xx%
Net Annual Fund Operating Expenses	%	%


	Investment Class		Institutional Class
1 Year	$	xx	$	xx
3 Years	$	xx	$	xx


	1 Year		3 Years		5 Years		Since May , 1998*
Composite (Net)	10.44	%	10.43	%	14.74	%
Composite (Gross)	10.71	%	10.92	%	15.31	%
S&P 500**	5.49	%	8.61	%	12.82	%


Introduction		2
Investment and Risk Summary		3
Main Investment Strategy		3
Who May Want to Invest in the Fund		3
Main Investment Risks		3
Performance and Fee Information		3
More Information About Investments and Risks		4
Management of the Fund		11
Investment Adviser		11
MAXAM		12
Underlying Managers		12
Related Performance of MAXAM		14
Service and Distribution Plan		15
Shareholder Information		15
How To Buy Fund Shares		15
How To Sell Fund Shares		17
Pricing of Shares		19
How to Exchange Fund Shares		19
Right to Reject Purchase or Exchange Orders		20
Retirement Plans		20
Dividend and Distribution Information		21
Federal Income Tax Information		21


Annual Total Returns	1999		2000		2001		2002		2003		2004		2005		2006		2007
Composite (Net)	44.09	%	-18.43	%	-12.99	%	-23.52	%	31.17	%	12.58	%	7.06	%	13.89	%	10.44	%
Composite (Gross)	44.94	%	-17.93	%	-12.46	%	-23.04	%	31.94	%	13.25	%	7.70	%	14.44	%	10.71	%
S&P 500**	21.03	%	-9.09	%	-11.85	%	-22.09	%	28.67	%	10.86	%	4.91	%	15.78	%	5.49	%


The Fund		1
Investment Policies and Risks		1
Disclosure of Portfolio Holdings		7
Investment Restrictions		8
Directors and Officers		9
Principal Holders of Securities		13
Investment Advisory and Other Services		13
Code of Ethics		17
Proxy Voting Policy and Procedures		18
Portfolio Transactions		18
Net Asset Value		19
Purchase of Fund Shares		20
Redemption of Fund Shares		21
Shareholder Services		22
Dividends, Distribution and Taxes		23
Other Information		25
Financial Statements		27


Name and Age	Position Held with the Company	Term of Office⁽¹⁾ and Length of Time Served	Principal Occupations During the Past Five Years	Number of Funds/ Funds in Complex Overseen by Director	Other Directorships Held by Director
Interested Director

Lawrence E. Davanzo, 54⁽²⁾	Director and President	Since 2005	President, Wilshire Associates Incorporated, October 2007-Present; Senior Managing Director, October 2004-October 2007, Wilshire Associates Incorporated; President, 2005- Present, Wilshire Variable Insurance Trust; Managing Director, August 2004- October 2004, Guggenheim Partners; independent investor, August 2001- August 2004; President, February 2000-August 2001, InvestorForce Securities; Managing Director and Founder, February 1991- February 2000, Asset Strategy Consulting (investment consulting firm).	21	Wilshire Variable Insurance Trust (14 Funds); Wilshire Associates Incorporated

Non-Interested Directors

Roger A. Formisano, 58	Director	Since 2006	Vice President, University Medical Foundation, 2006-Present; formerly Director, The Center for Leadership and Applied Business, UW-Madison School of Business; Principal, R.A. Formisano & Company, LLC.	21	Integrity Mutual Insurance Company, Wilshire Variable Insurance Trust (14 Funds)


Name of Director	Dollar Range of Equity Securities in the Fund⁽¹⁾	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Director within the Family of Investment Companies
DeWitt F. Bowman	None
Roger A. Formisano	None
Richard A. Holt	None
Harriet A. Russell	None
George J. Zock	None


Director	Aggregate Compensation from the Company		Pension or Retirement Benefits Accrued as Part of Company Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation from the Company and the Fund Complex⁽¹⁾
DeWitt F. Bowman⁽²⁾			N/A	N/A
Roger D. Formisano			N/A	N/A
Cynthia A. Hargadon			N/A	N/A
Richard A. Holt			N/A	N/A
Suanne K. Luhn⁽³⁾	$	0	N/A	N/A	$	0
Harriet A. Russell			N/A	N/A
George J. Zock			N/A	N/A


Name and Position with Wilshire	Nature of Company and/or Principal Business	Capacity

Dennis Anthony Tito, Director & Chief Executive Officer

Robert Charles Kuberek, Chief Financial Officer

Howard Tamotsu Yata, Director

Cecilia Infee Loo, Director

San Slawson, Chief Compliance Officer

Julia Kathleen Bonafede, Director

Lawrence E. Davanzo, Director & President	Wilshire Mutual Funds, Inc. Wilshire Variable Insurance Trust	President & Director/Trustee

Thomas Kevin Lynch, Director

Bill Bensur, Managing Director

Dan Allen, Managing Director


Name	Position(s) with Distributor	Positions with Registrant

Brian Burns	Chairman; Director; President; Chief Executive Officer	None

Michael Denofrio	Director	None

Nicholas Marsini	Director	None

Rita G. Adler	Chief Compliance Officer	None

John Munera	Anti-Money Laundering Officer	None

Jodi Jamison	Chief Legal Officer	None

Bradley A. Stearns	Secretary; Clerk	None

Julie Bartos	Assistant Secretary; Assistant Clerk	None

Charlene Wilson	Treasurer; Chief Financial Officer; Financial & Operations Principal	None

Maria Schaffer	Assistant Treasurer; Controller	None

Bruno Di Stefano	Vice President	None

Susan K. Moscaritolo	Vice President	None


Wilshire Mutual Funds, Inc.

By:		/s/ Lawrence E. Davanzo
		Lawrence E. Davanzo, President


Signatures	Title	Date

/s/ Lawrence E. Davanzo Lawrence E. Davanzo	Director and President (Principal executive officer)	February 19, 2008

/s/ Roger A. Formisano* Roger A. Formisano	Director	February 19, 2008

/s/ Richard A. Holt* Richard A. Holt	Director	February 19, 2008

/s/ Suanne K. Luhn* Suanne K. Luhn	Director	February 19, 2008

/s/ Harriet A. Russell* Harriett A. Russell	Director	February 19, 2008

/s/ George J. Zock* George J. Zock	Director, Chairman of the Board	February 19, 2008

/s/ Danny Kang Danny Kang	Treasurer (Principal financial officer)	February 19, 2008


Item		Exhibit

(a)(11)		Articles Supplementary

(g)(2)		Amendment to Custodian Services Agreement

(Other)(2)		Power of Attorney of Ms. Luhn