-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E7Q7MWnAroC9aFL9pvtRz/NHwcM8cjmP7nYqCCZp8maiX22p8Q2qRXwHsfKoHTrx qceoa5HLV87VY/lHZTMM+A== 0000935069-03-000905.txt : 20030703 0000935069-03-000905.hdr.sgml : 20030703 20030703135056 ACCESSION NUMBER: 0000935069-03-000905 CONFORMED SUBMISSION TYPE: DEF 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030731 FILED AS OF DATE: 20030703 EFFECTIVENESS DATE: 20030703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILSHIRE TARGET FUNDS INC CENTRAL INDEX KEY: 0000890453 STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: DEF 14C SEC ACT: 1934 Act SEC FILE NUMBER: 811-07076 FILM NUMBER: 03774848 BUSINESS ADDRESS: STREET 1: 200 PARK AVE STREET 2: C/O DREYFUS CORP CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2129226130 MAIL ADDRESS: STREET 1: 200 PARK AVE 8TH FL STREET 2: C/O DREYFUS CORP CITY: NEW YORK STATE: NY ZIP: 10166 FORMER COMPANY: FORMER CONFORMED NAME: DREYFUS WILSHIRE TARGET FUNDS INC DATE OF NAME CHANGE: 19921014 FORMER COMPANY: FORMER CONFORMED NAME: DREYFUS WILSHIRE SERIES FUND INC/ DATE OF NAME CHANGE: 19921014 FORMER COMPANY: FORMER CONFORMED NAME: DREYFUS WILSHIRE SERIES FUND INC/NY DATE OF NAME CHANGE: 19921009 DEF 14C 1 info.txt WILSHIRE DEF 14C SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box: [ ] Preliminary information statement. [ ] Confidential, for use of the Commissioner [X] Definitive information statement. only (as permitted by Rule 14c-5(d)(2))
WILSHIRE TARGET FUNDS, INC. (Name of Registrant as Specified in Its Charter) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. (1) Title of each class of securities to which transaction applies: N/A (2) Aggregate number of securities to which transaction applies: N/A (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): N/A (4) Proposed maximum aggregate value of transaction: N/A (5) Total fee paid: $0 [ ] Fee paid previously with preliminary materials. N/A [ } Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: N/A (2) Form, Schedule or Registration Statement No.: N/A (3) Filing Party: N/A (4) Date Filed: N/A IMPORTANT NEWS ABOUT WILSHIRE TARGET FUNDS, INC. July 8, 2003 Dear Stockholders of the Large Company Growth and Large Company Value Portfolios: The Board of Directors of Wilshire Target Funds, Inc. (the "Company") has approved The Putnam Advisory Company, LLC ("Putnam"), Grantham, Mayo, Van Otterloo & Co., LLC ("GMO"), and Alliance Capital Management, L.P. ("Alliance Capital") to provide sub-advisory services with respect to the Large Company Growth and Large Company Value Portfolios as of April 9, 2003. Putnam and GMO each manage a portion of the Large Company Growth Portfolio and Alliance Capital manages a portion of the Large Company Value Portfolio. These new sub-advisers join Los Angeles Capital Management & Equity Research, Inc., the current sub-adviser of the Portfolios, which continues to provide sub-advisory services with respect to a portion of the Portfolios along with the new sub-advisers. Wilshire Associates Incorporated, the Company's investment adviser, continues to oversee the sub-advisers. The next few pages of this package feature more information about the new sub-advisers, including their investment processes and styles. Please take a few moments to read them. Call us at 1-888-200-6796 if you have any questions. On behalf of the Board of Directors, I thank you for your continued investment in Wilshire Target Funds. Sincerely, Thomas M. Goodrum, Jr., CFA President WILSHIRE TARGET FUNDS, INC. INFORMATION STATEMENT TO STOCKHOLDERS OF THE LARGE COMPANY GROWTH PORTFOLIO AND LARGE COMPANY VALUE PORTFOLIO This document is an Information Statement and is being furnished to stockholders of the Large Company Growth and Large Company Value Portfolios (the "Portfolios"), each a series of Wilshire Target Funds, Inc. (the "Company"), in lieu of a proxy statement pursuant to the terms of an exemptive order issued by the Securities and Exchange Commission (the "SEC"). Wilshire Associates Incorporated ("Wilshire") serves as the investment adviser for the Company. The exemptive order permits Wilshire and the Board of Directors of the Company (the "Board") to employ additional sub-advisers, terminate sub-advisers, or modify sub-advisory agreements without prior approval of stockholders. Under the SEC order, if Wilshire and the Board retain a new sub-adviser or materially change an existing sub-advisory agreement between Wilshire and a sub-adviser, Wilshire is required to provide an Information Statement to stockholders of the affected portfolios of the Company explaining any changes and disclosing the aggregate fees paid to the sub-advisers as a result of those changes. The sub-advisory agreements are reviewed annually by the Board. This Information Statement will be mailed on or about July 9, 2003 to the stockholders of the Portfolios of record as of June 2, 2003 (the "Record Date"). The Portfolios will bear the expenses incurred in connection with preparing this Information Statement. As of the Record Date, 14,316,521 shares of the Large Company Growth Portfolio and 3,705,230 shares of the Large Company Value Portfolio were issued and outstanding. Information on stockholders who owned beneficially more than 5% of the shares of each Portfolio as of the Record Date is set forth in Appendix A. To the knowledge of Wilshire, the executive officers and directors of the Company as a group owned less than 1% of the outstanding shares of each Portfolio and of the Company as of the Record Date. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. 2 APPOINTMENT OF NEW SUB-ADVISERS TO THE COMPANY The Board of Directors of the Company has approved The Putnam Advisory Company, LLC ("Putnam"), Grantham, Mayo, Van Otterloo & Co., LLC ("GMO") and Alliance Capital Management, LP ("Alliance Capital") (collectively, the "New Sub-Advisers," and together with Los Angeles Capital Management & Equity Research, Inc., the "Sub-Advisers") to provide sub-advisory services with respect to the Portfolios as of April 9, 2003. Putnam and GMO each manage a portion of the Large Company Growth Portfolio and Alliance Capital manages a portion of the Large Company Value Portfolio. The New Sub-Advisers join Los Angeles Capital Management & Equity Research, Inc., the current sub-adviser of the Portfolios, which continues to provide sub-advisory services with respect to a portion of the Portfolios. Wilshire continues to oversee the Sub-Advisers. No officers or Directors of the Company are officers, employees, directors, general partners or shareholders of any of the New Sub-Advisers. In addition, since August 31, 2001, the beginning of the Company's last fiscal year, no Director of the Company has had, directly or indirectly, a material interest, material transaction or material proposed transaction to which the New Sub-Advisers, any parent or subsidiary of the New Sub-Advisers or any subsidiary of the parent of such entities was or is to be a party. On March 31, 2003, the Board approved sub-advisory agreements with the New Sub-Advisers. The Board considered the extensive experience of each of the New Sub-Advisers and the experience and qualifications of their key personnel. The Board also considered the research and portfolio management philosophies of each of the New Sub-Advisers, as well as the performance of certain of their products. The Board determined that the fees under the new sub-advisory agreements were fair and reasonable for the services provided by each of the New Sub-Advisers to the respective Portfolios and that the total investment advisory fees for each of the Portfolios were competitive with fees paid by other similar mutual funds to other advisers. THE PUTNAM ADVISORY COMPANY, LLC ("PUTNAM") Wilshire has entered into a sub-advisory agreement with Putnam, dated April 15, 2003, to manage a portion of the Large Company Growth Portfolio, subject to the supervision of Wilshire and the Board. Putnam and its affiliates have managed client assets since Putnam Investments was founded in 1937. Eric H. Sorenson, Ph.D., is the Team Leader and Tony H. Elavia, Ph.D. is a Team Member for the Large Company Growth Portfolio. Dr. Sorenson is Putnam's Managing Director of Quantitative Research. Dr. Sorenson joined Putnam in 2000. Prior to that, he was with Salomon Smith Barney from 1986. Dr. Elavia is a Managing Director and Senior Portfolio Manager on Putnam's Large Cap Growth Team. In addition, Dr. Elavia is the Director of Quantitative Equity Research and Money Management at Putnam. Dr. Elavia, who joined Putnam in 1999, had been President of TES Partners since 1998. Putnam is located at One Post Office Square, Boston, Massachusetts 02109, and as of May 31, 2003, with its affiliates, managed approximately $265.7 billion in assets. 3 The basis of the Putnam quantitative equity approach is its belief that the combination of diligent fundamental research and technical quantitative techniques can generate superior risk-adjusted performance over time. The firm seeks to construct portfolios that are well diversified in terms of sources of excess return, remaining keen to risk management and the costs of trading. The firm combines traditional factors within their quantitative model with an emphasis on standard valuation techniques that are the core of its fundamental research. This fundamental research effort is combined with quantification of estimates of fair value for securities held and considered for investment. Quantitative analysts are charged with the development and maintenance of sophisticated models that generate forecasts of expected return, measure risk and transaction costs, and frame the portfolio construction effort. The firm has also implemented a "knowledge management" structure whereby ideas are shared in a multi-disciplinary environment. The process integrates the firm's fundamental and quantitative research outputs through the use of optimization techniques that seek to maximize expected excess returns for a given level of risk. Putnam believes that the excess return estimates from the two research approaches have low correlations, and thus risk reduction opportunities exist. GRANTHAM, MAYO, VAN OTTERLOO & CO., LLC ("GMO") Wilshire has entered into a sub-advisory agreement with GMO, dated April 15, 2003, to manage a portion of the Large Company Growth Portfolio, subject to the supervision of Wilshire and the Board. GMO has managed portfolios and performed fundamental quantitative research since its inception in the late 1970s. Day to day management of GMO's portion of the Portfolio is the responsibility of its U.S. Quantitative Division, a division of GMO that is comprised of approximately 14 investment professionals, and no one person is primarily responsible for the management of the portfolio. GMO is located at 40 Rowes Wharf, Boston, Massachusetts 02110, and as of May 31, 2003, managed approximately $31.3 billion in assets. GMO manages its portfolio in a manner that reflects its core philosophy that risk averse and disciplined application of research output creates opportunities for excess return over time. Quantitative research, with a focus on both momentum and valuation, feeds the portfolio management process by leveraging the substantial database infrastructure that the firm has constructed. The objective of these actions is to build a portfolio of growth companies whose objective is to outperform the Russell 1000 Growth Index by 2% per year over a market cycle with low tracking error to the benchmark. As a structured portfolio approach, the GMO strategy is highly disciplined. GMO seeks to uncover investment opportunities through a variety of processes, including screens that identify valuation anomalies and momentum factors. Valuation anomalies surface through the use of the firm's proprietary dividend discount model while momentum ideas are identified through long-term price momentum ("market sentiment") screen and also an earnings estimate revision momentum screen ("Wall Street sentiment"). A proprietary optimization process measures the expected contribution from an investment in terms of excess return and also excess risk. Sector weights and capitalization exposures are explicitly controlled relative to the portfolio's benchmark. The buy and sell disciplines are rigorous and designed to eliminate the powerful negative effect of investor emotion. 4 proprietary optimization process measures the expected contribution from an investment in terms of excess return and also excess risk. Sector weights and capitalization exposures are explicitly controlled relative to the portfolio's benchmark. The buy and sell disciplines are rigorous and designed to eliminate the powerful negative effect of investor emotion. ALLIANCE CAPITAL MANAGEMENT, L.P. ("ALLIANCE CAPITAL") Wilshire has entered into a sub-advisory agreement with Alliance Capital, dated April 15, 2003, for its Bernstein Investment Research and Management unit ("Bernstein") to manage a portion of the Large Company Value Portfolio, subject to the supervision of Wilshire and the Board. Bernstein manages the former investment research and management business of Sanford C. Bernstein & Co., Inc. ("SCB"), a registered investment adviser and broker/dealer acquired by Alliance Capital in October 2000 that managed value-oriented investment portfolios since 1967. Marilyn G. Fedak, John P. Mahedy and Lewis A. Sanders are co-portfolio managers of Bernstein's portion of the Large Company Value Portfolio. Ms. Fedak is Co-Chief Investment Officer and Chairman of the U.S. Equity Investment Policy Group of Bernstein and was also elected to the Board of Directors of Alliance Capital in 1993. She had previously served as Chairman of the U.S. Equity Investment Policy Group at SCB, which she joined in 1984. Mr. Mahedy is Co-Chief Investment Officer and Director of U.S. Value Equity Research at Bernstein. Mr. Mahedy also serves on Bernstein's Large Cap U.S. Value Equity Investment Policy Group. Mr. Mahedy was a senior research analyst with Bernstein from 1995 until 2001. Mr. Sanders is Director, Vice-Chairman and Chief Investment Officer of Alliance Capital, and will assume the title of Chief Executive Officer in mid-2003. He was elected Chairman of the Board of Directors and chief executive officer of SCB in 1993 after serving for 12 years as President and Chief Operating Officer, with senior responsibility for research and investment management. Alliance Capital is located at 1345 Avenue of the Americas, New York, New York 10105, and as of May 31, 2003, managed approximately $423 billion in assets. Bernstein's approach to managing its portion of the Portfolio is value-based and price-driven. Bernstein believes that opportunity is created by risk-averse investors who tend to buy and sell based on an emotional overreaction to events of the day, assuming that current conditions - good or bad - will remain unchanged. As a result, it believes, companies facing immediate problems are often shunned by investors, even if their long-term prospects remain sound, creating buying opportunities. Intensive fundamental research is performed to identify these buying opportunities in the marketplace. Bernstein's Investment Policy Group takes a bottom-up approach to security selection. They relate the present value of each company's future cash flow, as forecast by Bernstein's analysts, to the current price of its stock. Based on the projected internal rate of return, an expected investment rate of return is derived. The Investment Policy Group 5 then ranks companies from the highest expected return to the lowest, with the companies at the top of the ranking being the most undervalued. Once the expected return for each stock has been calculated, it is adjusted for timing risk and concentration risk. When the risk analysis is complete, securities are ranked by risk-adjusted expected returns. The Investment Policy Group then selects approximately 150 securities for a model portfolio. If selected, securities ranking in the top third of Bernstein's valuation universe are overweighted because they represent the most undervalued stocks in that universe. Securities ranked in the middle third of Bernstein's universe, if selected, are market weighted to add diversification to the portfolio. If, over time, a security falls in ranking from the top third of the universe to the middle third, the position is trimmed back to a market weighting. If the security's ranking continues to fall into the bottom third of the universe, it is sold outright or, if it is a very large capitalization stock, it is underweighted. AGGREGATE FEES Wilshire's annual advisory fee for the Large Company Growth and Large Company Value Portfolios is 0.75% of the respective Portfolio's average daily net assets. For the fiscal period ended December 31, 2002, the Company paid Wilshire $276,018 in advisory fees for the Large Company Growth Portfolio and $50,436 in advisory fees for the Large Company Value Portfolio. These fees reflect a partial waiver of advisory fees by Wilshire of 0.50% of average daily net assets. Advisory fees payable before the waiver were $828,055 for the Large Company Growth Portfolio and $151,310 for the Large Company Value Portfolio. The Portfolios' fiscal year end changed from August 31 to December 31, effective December 31, 2002. For the fiscal year ended August 31, 2002, the Company paid Wilshire $1,080,004 in advisory fees for the Large Company Growth Portfolio and $200,358 in advisory fees for the Large Company Value Portfolio. All sub-advisory fees will be paid by Wilshire and not the Company. The fees paid by Wilshire to the Sub-Advisers depend on the fee rate negotiated with Wilshire and on the percentage of the respective Portfolio's assets allocated to the Sub-Adviser by Wilshire. Because Wilshire pays the Sub-Advisers' fees out of its own fees received from the Portfolios, there is no "duplication" of advisory fees paid. THERE WILL BE NO INCREASE IN ADVISORY FEES TO THE PORTFOLIOS AND THEIR STOCKHOLDERS IN CONNECTION WITH THE ADDITION OF THE NEW SUB-ADVISERS TO THE PORTFOLIOS. TERMS OF SUB-ADVISORY AGREEMENTS Each of the sub-advisory agreements will automatically terminate in the event of its assignment (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")) and may be terminated with respect to the relevant Portfolio at any time without payment of any penalty by Wilshire or the appropriate Sub-Adviser on sixty days prior written notice to the other party. Each of the sub-advisory agreements may also be 6 terminated with respect to the relevant Portfolio at any time without payment of any penalty by action of the Board or by a vote of a majority of the outstanding voting securities of such Portfolio (as defined by the 1940 Act) on sixty days prior written notice to the appropriate Sub-Adviser by the Company. A sub-advisory agreement may be terminated with respect to the relevant Portfolio at any time upon written notice, without payment of any penalty, by Wilshire, the Board, or a vote of a majority of the outstanding voting securities of such Portfolio if the appropriate Sub-Adviser or any officer or director of the Sub-Adviser has breached any representation or warranty in the sub-advisory agreement or has taken any action which results in a material breach of the covenants of the Sub-Adviser under the sub-advisory agreement. Each sub-advisory agreement will automatically terminate with respect to the relevant Portfolio if the Investment Advisory Agreement between Wilshire and the Company with respect to such Portfolio is terminated, assigned or not renewed. ADDITIONAL DISCLOSURE REGARDING THE SUB-ADVISERS Each Sub-Adviser may allocate orders for purchase and sale transactions to any affiliated broker-dealer in connection with the purchase or sale of securities. As of June 2, 2003, the only Sub-Adviser which routinely traded through an affiliated broker-dealer was Alliance Capital. While Alliance Capital trades through an affiliated broker, such trades are subject to Rule 17e-1 under the 1940 Act, which requires that fees paid to brokers be reasonable, fair and comparable to fees paid to other brokers in similar transactions. PUTNAM. Putnam is a Delaware limited liability company owned by the Putnam Advisory Trust, which is owned by Putnam LLC. Putnam LLC is owned by Putnam Investments Trust, all of the voting shares of which are owned by Marsh & McLennan Companies, Inc., a publicly traded company. Marsh & McLennan Companies, Inc. is located at 1166 Avenue of the Americas, New York, NY 10036-2774. The names and principal occupations of the principal executive officers and each director of Putnam, all located at One Post Office Square, Boston, Massachusetts 02109, are listed below.
- -------------------------------------------------------------------------------------------------------- NAME TITLE / PRINCIPAL OCCUPATION - -------------------------------------------------------------------------------------------------------- Lawrence J. Lasser President and Chief Executive Officer, Putnam Investments - -------------------------------------------------------------------------------------------------------- Charles E. Haldeman Jr., CFA Senior Managing Director, Co-Head of Investments - -------------------------------------------------------------------------------------------------------- Stephen M. Oristaglio Senior Managing Director, Co-Head of Investments - --------------------------------------------------------------------------------------------------------
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- -------------------------------------------------------------------------------------------------------- Karnig H. Durgarian Senior Managing Director, Chief of Operations - -------------------------------------------------------------------------------------------------------- Irene Esteves Senior Managing Director, Chief Financial Officer - --------------------------------------------------------------------------------------------------------
Putnam does not currently act as sub-adviser with respect to any other fund having a similar investment objective to the Large Company Growth Portfolio. GMO. GMO is a Massachusetts limited liability company privately owned by its founders and members. No one person owns a controlling interest in GMO. The two members who have the largest ownership interests are Robert Jeremy Grantham and Eyk Van Otterloo. The names and principal occupations of the principal executive officers and each director of GMO, all located at 40 Rowes Wharf, Boston, Massachusetts 02110, are as follows: - ------------------------------------------------------------------------------- NAME TITLE / PRINCIPAL OCCUPATION - ------------------------------------------------------------------------------- R. Jeremy Grantham Chairman of the Board and Founding Partner - ------------------------------------------------------------------------------- Eyk Van Otterloo Board Member and Founding Partner - ------------------------------------------------------------------------------- John Rosenblum Board Member and Partner - ------------------------------------------------------------------------------- Christopher Darnell Board Member and Partner, Investment Director of GMO's Quantitative Division - ------------------------------------------------------------------------------- Jon Hagler Board Member and Partner - ------------------------------------------------------------------------------- Scott Eston Chief Operating Officer and Partner - ------------------------------------------------------------------------------- Arjun Divecha Board Member and Partner, Investment Director of GMO's Emerging Markets Division - ------------------------------------------------------------------------------- Ann Spruill Board Member and Partner, Investment Director of GMO's International Active Division - ------------------------------------------------------------------------------- 8 GMO is investment adviser to GMO Growth Fund, a registered investment company with an investment objective substantially similar to that of the Large Company Growth Portfolio. The investment advisory contract between GMO and GMO Growth Fund provides for a management fee of 0.33% and a shareholder servicing fee of 0.15% for Class III shares. GMO does not waive or reduce these fees pursuant to the investment advisory contract but does reimburse the fund for certain other expenses. The assets of GMO Growth Fund as of May 31, 2003 were $407.9 million. ALLIANCE CAPITAL. Alliance Capital is a Delaware limited partnership, of which Alliance Capital Management Corporation ("ACMC") is the general partner. ACMC is an indirect wholly-owned subsidiary of The Equitable Life Assurance Society of the United States ("Equitable"). Equitable is a wholly-owned subsidiary of AXA Financial, Inc. ("AXA Financial"), a Delaware corporation which is a wholly-owned subsidiary of AXA, a publicly-held French insurance holding company. As of December 31, 2002, Alliance Capital Management Holding, L.P. ("Alliance Holding") owned approximately 30.7% of the limited partnership interests in Alliance Capital ("Alliance Capital Units"). As of December 31, 2002, AXA Financial owned approximately 1.9% of the outstanding publicly traded units of Alliance Holding and approximately 54.7% of the outstanding Alliance Capital Units, which, including the general partnership interests in Alliance Capital and Alliance Holding, represent an approximate 55.7% economic interest in Alliance Capital. The names and principal occupations of the principal executive officers and each director of Alliance Capital, all located at 1345 Avenue of the Americas, New York, New York 10105, are listed below: 9
- ----------------------------------------------------------------------------------------------- NAME Title / Principal Occupation - ----------------------------------------------------------------------------------------------- Bruce W. Calvert Chairman & CEO, Chairman of the Board of Directors of Alliance Capital Management Corporation and Chief Executive Officer. - ----------------------------------------------------------------------------------------------- John D. Carifa President & COO, President, Chief Operating Officer of Alliance Capital Management; Chief Executive Officer of Alliance's Mutual Funds Division. - ----------------------------------------------------------------------------------------------- Alfred Harrison Vice Chairman, Vice Chairman of the Board, Large Capitalization Growth team leader and Co-head of the Global/International Large Cap Equity team. - ----------------------------------------------------------------------------------------------- Roger Hertog Vice Chairman, Sales & Marketing, Vice Chairman, Institutional and Private Asset Management Sales and Marketing. - -------------------------------------------------------------------------------------------- Lewis A. Sanders Vice Chairman & CIO, Vice-Chairman and Chief Investment Officer - Alliance Capital Management Corporation. - ----------------------------------------------------------------------------------------------- John Blundin Executive Vice President, Executive Vice President and Co-Head of Alliance's Growth Equity team. - ----------------------------------------------------------------------------------------------- Kathleen A. Corbet Executive Vice President, Executive Vice President of Alliance Capital Management L.P. and Chief Executive Officer of Alliance's Fixed Income division. - ----------------------------------------------------------------------------------------------- Marilyn G. Fedak Executive Vice President, Executive Vice President and Chief Investment Officer - U.S. Value Equities. - ----------------------------------------------------------------------------------------------- Thomas S. Hexner Executive Vice President, Executive Vice President Alliance Capital Management, L.P. - ----------------------------------------------------------------------------------------------- Michael J. Laughlin Executive Vice President, Executive Vice President, Alliance Capital Management L.P.; Chairman, Alliance Fund Distributors. - ----------------------------------------------------------------------------------------------- Gerald M. Lieberman Executive Vice President, Executive Vice President, Finance and Operations. - -----------------------------------------------------------------------------------------------
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- ----------------------------------------------------------------------------------------------- Marc O. Mayer Executive Vice President. - ----------------------------------------------------------------------------------------------- James G. Reilly Executive Vice President, Executive Vice President, manager of the Chicago office, and Large Cap Growth Portfolio Manager. - ----------------------------------------------------------------------------------------------- Paul Rissman Executive Vice President, Executive Vice President, Director of Global Growth Equity Research and Portfolio Manager. - ----------------------------------------------------------------------------------------------- Lisa Shalett Executive Vice President, Chief Executive Officer, Bernstein Institutional Research Services, Sanford C. Bernstein, LLC. - ----------------------------------------------------------------------------------------------- Christopher M. Toub Executive Vice President, Executive Vice President and Co-Head of Alliance's Growth Equity team. - -----------------------------------------------------------------------------------------------
Certain information provided by Alliance Capital regarding other funds for which Alliance Capital acts as sub-adviser and which have investment objectives similar to those of the Large Company Value Portfolio is as follows:
SCHEDULE OF FEES FOR DIVERSIFIED VALUE (U.S.) SUB-ADVISORY FUNDS* - --------------------------------------------------------------------------------------------------------- DIVERSIFIED VALUE FUND FEE SCHEDULE NET ASSETS** - --------------------------------------------------------------------------------------------------------- ASAF & AST 0.25% on first $500 million $226 million Sanford Bernstein 0.20% thereafter Core Value Fund - --------------------------------------------------------------------------------------------------------- Principal's Investors 0.60% on first $10 million $706 million Fund Mutual Fund 0.50% on next $15 million 0.40% on next $25 million 0.30% on next $50 million 0.25% on next $50 million 0.225% on next $50 million 0.20% thereafter - --------------------------------------------------------------------------------------------------------- MassMutual Equity Fund 0.23% on first $300 million $932 million Variable Annuity/ Mutual Fund 0.20% thereafter ($256 million under management by Alliance Capital) - ---------------------------------------------------------------------------------------------------------
11 DISCLAIMER: Various factors are considered when a fee schedule for a particular client is formulated or modified. Among these factors are the expectation that a new account will grow rapidly, a pre-existing relationship with a client, the degree of investment management activity, total assets under management and supervision required, and whether Alliance Capital will manage multiple portfolios for a client. *All information is as of 3/31/03, except as indicated. **Net asset figures are estimates and may not include accounts that have closed as of June 2003. GENERAL INFORMATION The principal executive offices of the Company and Wilshire are located at 1299 Ocean Avenue, Suite 700, Santa Monica, CA 90401. The Company's administrator and transfer and dividend disbursing agent is PFPC Inc., 760 Moore Road, King of Prussia, Pennsylvania 19406-1212. The Company's distributor is PPPC Distributors, Inc., located at the same address. The Company's custodian is Northern Trust Company, located at 50 South LaSalle Street, Chicago, Illinois 60675. The Company's counsel and the counsel to the independent Board members is Paul, Hastings, Janofsky & Walker LLP, 515 South Flower Street, Los Angeles, California 90071. THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF THE MOST RECENT ANNUAL REPORT AND SEMI-ANNUAL REPORT TO SHAREHOLDERS OF THE COMPANY UPON REQUEST. REQUESTS FOR SUCH REPORTS SHOULD BE DIRECTED TO WILSHIRE TARGET FUNDS, INC., C/O PFPC INC., P.O. BOX 9807, PROVIDENCE, RHODE ISLAND 02940, OR BY CALLING 1-888-200-6796. 12 APPENDIX A SHAREHOLDERS OWNING BENEFICIALLY OR OF RECORD MORE THAN 5% OF THE LARGE COMPANY GROWTH PORTFOLIO INVESTMENT CLASS SHARES - -------------------------------------------------------------------------------- PERCENTAGE OF SHARES OWNED SHAREHOLDER NAME AND ADDRESS AS OF JUNE 2, 2003 - -------------------------------------------------------------------------------- Charles Schwab & Co. 70.94% Attn: Mutual Funds Reinvest Account 101 Montgomery Street San Francisco, CA 94104 - -------------------------------------------------------------------------------- SHAREHOLDERS OWNING BENEFICIALLY OR OF RECORD MORE THAN 5% OF THE LARGE COMPANY GROWTH PORTFOLIO INSTITUTIONAL CLASS SHARES - -------------------------------------------------------------------------------- PERCENTAGE OF SHARES OWNED SHAREHOLDER NAME AND ADDRESS AS OF JUNE 2, 2003 - -------------------------------------------------------------------------------- Charles Schwab & Co. 33.43% Attn: Mutual Funds Reinvest Account 101 Montgomery Street San Francisco, CA 94104 - -------------------------------------------------------------------------------- Horace Mann Life Insurance Company Separate Account 1 Horace Mann Plaza 18.23% Springfield, IL 62715 - -------------------------------------------------------------------------------- FTC & Co. Attn: Datalynk #093 7.05% P.O. Box 173736 Denver, CO 80217 - -------------------------------------------------------------------------------- 13 SHAREHOLDERS OWNING BENEFICIALLY OR OF RECORD MORE THAN 5% OF THE LARGE COMPANY VALUE PORTFOLIO INVESTMENT CLASS SHARES - -------------------------------------------------------------------------------- PERCENTAGE OF SHARES OWNED SHAREHOLDER NAME AND ADDRESS AS OF JUNE 2, 2003 - -------------------------------------------------------------------------------- Charles Schwab & Co. 37.45% Mutual Funds Department Reinvest Account 101 Montgomery Street San Francisco, CA 94104 - -------------------------------------------------------------------------------- Horace Mann Life Insurance Company Separate Account 1 Horace Mann Plaza 34.11% Springfield, IL 62715 - -------------------------------------------------------------------------------- National Investors Services FBO 097-50000-19 11.75% 55 Water St., FL 32 New York, NY 10041 - -------------------------------------------------------------------------------- SHAREHOLDERS OWNING BENEFICIALLY OR OF RECORD MORE THAN 5% OF THE LARGE VALUE PORTFOLIO INSTITUTIONAL CLASS SHARES - -------------------------------------------------------------------------------- PERCENTAGE OF SHARES OWNED SHAREHOLDER NAME AND ADDRESS AS OF JUNE 2, 2003 - -------------------------------------------------------------------------------- Cincinnati Bell Collectively 24.10% Bargained Retirees Health Care TR Mail Location: 102-732 201 East 4th St. Cincinnati, OH 45202 - -------------------------------------------------------------------------------- 14 -----END PRIVACY-ENHANCED MESSAGE-----